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Operator: Good day, ladies and gentlemen. And welcome to the Ziff Davis Fourth Quarter and Year End 2024 Earnings Conference Call. My name is Paul, and I will be the operator assisting you today. At this time, all participants are in a listen-only mode. A question-and-answer session will follow the formal presentation. [Operator Instructions]. On this call will be Vivek Shah, CEO of Ziff Davis; and Bret Richter, Chief Financial Officer of Ziff Davis. I will now turn the call over to Bret Richter, Chief Financial Officer of Ziff Davis. Thank you. You may begin.

Bret Richter: Thank you. Good morning, everyone and welcome to the Ziff Davis investor conference call for Q4 and Fiscal Year 2024. As the operator mentioned, I am Bret Richter, Chief Financial Officer of Ziff Davis and I am joined by our Chief Executive Officer, Vivek Shah. A presentation is available for today’s call. A copy of this presentation is available on our website. When you launch the webcast, there’s a button on the viewer on the right-hand side, which will allow you to expand the slides. If you have not received a copy of the press release, you may access it through our corporate website at www.ziffdavis.com. In addition, you’ll be able to access the webcast from this site. After completing the formal presentation we’ll be conducting a Q&A.

The operator will instruct you at that time regarding the procedures for asking questions. In addition, you can e-mail questions to investor at ziffdavis.com. Before we begin our prepared remarks allow me to read the Safe Harbor language. As you know this call and the webcast will include forward-looking statements. Such statements may involve risks and uncertainties that could cause actual results to differ materially from the anticipated results. Some of those risks and uncertainties include but are not limited to the risk factors that we have disclosed in our SEC filings, including our 10-K filings recent 10-Q filings, various proxy statements and 8-K filings as well as additional risk factors that we have included, as part of the slideshow for the webcast.

We refer you to discussions in those documents regarding Safe Harbor language, as well as forward-looking statements. In addition, following our business outlook slides are our supplemental materials, including reconciliation statements for non-GAAP measures to their nearest GAAP equivalent. Now let me turn the call over to Vivek for his remarks.

Vivek Shah: Thank you, Bret, and good morning, everyone. While we came up a bit short in Q4 against our admittedly sanguine estimates, we nonetheless grew revenues by 5.9% and our adjusted diluted EPS by 10.7% in the quarter. Against those measures, it was our best revenue growth quarter of the year and our highest level of free cash flow generation, since the 2021 spin-off of Consensus. We just came up a touch short in a couple of parts of the business, adding up to roughly $10 million of revenues falling out of a quarter with nearly $413 million in total revenues. It’s very unusual for us to miss our own estimates even slightly and very much view it as an anomaly. We were expecting some upside in our Humble Games portfolio as well as some bookings in our Connectivity business, which simply did not materialize in Q4.

But none of it diminishes our outlook for 2025. We plan to build on our 2024 full-year results, which included our highest revenue since 2021. Importantly, 2024 represented a return to bottom-line growth and outstanding free cash flow, which have long been the priorities of the company. Our outlook for 2025 reflects an acceleration of our revenue growth from 2024’s 2.8% to a midpoint for 2025 of 5%, and adjusted EBITDA growth improvement from 2.3% to 6%. We believe, there is a meaningful disconnect, between the current market value of the company and our strong underlying fundamentals. We’re committed to addressing this, and we are hopeful that the new segment reporting structure that we are implementing will aid investors in gaining a better understanding and appreciation of the intrinsic value inherent in our business.

We are transitioning from two to five reportable segments, and we believe this reporting structure better aligns with our strategy and will provide investors with greater transparency into the performance of our key businesses. Specifically, we are disaggregating the Digital Media segment into four reportable segments: Technology & Shopping, Gaming & Entertainment, Health & Wellness, and Connectivity. The Cybersecurity and Martech segment will remain the same. The Tech & Shopping segment includes brands such as CNET, PCMag, SpiceWorks, and RetailMeNot. The Gaming & Entertainment segment comprises IGN Entertainment and its subsidiary brands, including IGN, Gamer Network, and Humble Bundle. The Health and Wellness segment comprises the Everyday Health Group, and its subsidiary brands including Everyday Health, BabyCenter, MedPage, and LuzIt. The Connectivity segment comprises Ookla, and its subsidiary brands including Speedtest, DownDetector, RootMetrics, and Ekahau.

We have provided five years of historical revenue by segment. It’s worthwhile spending some time to understand some of the trends and dynamics of each of these segments. Starting with Tech & Shopping, you can see a major spike in revenues in 2021 of 55%, which was a combination of M&A and a meaningful COVID bump. This segment, far more than any other, benefited from people staying home and shopping online. 2022 and 2023 were very challenging, with tough comparisons and a rapidly deteriorating B2B lead gen business. Overall, the segment declined 25% over that two-year period. The segment returned to nearly 10% growth in 2024 with ad growth in the tech category and the addition of CNET offset by some continued shopping and B2B headwinds. We believe this segment will be our strongest grower in 2025, especially on the bottom line, with margin expansion in CNET, continued growth of our other consumer tech brands, and the focus on profitability in B2B.

Gaming & Entertainment has been a mid-single-digits grower for a number of years. While it’s our smallest segment, it has one of the more balanced monetization models and has a great deal of potential to scale, particularly through acquisitions. IGN Entertainment is a leading brand in a growing category. The next two segments, Health & Wellness and Connectivity, have long been our fastest growers. And while each slow to nominal growth in 2024, we have many reasons to believe, they will return to their more robust growth rates. Health & Wellness has so many exciting elements, including its Trusted Care Access portfolio, which is the leading hospital media network its fast-growing Lose IT! AI driven weight loss and nutrition tracking app, and a Pharma Ad business that just experienced a promising 2025 upfront buying season and that should benefit from a strong drug pipeline.

Connectivity is our most exciting business, and has been fully retooled in 2024 with an ambition to be a larger-scaled enterprise. We undertook a major reorganization, which involved combining our Ookla and Ekahau business units to set ourselves up for long-term growth. We were willing to sacrifice near-term growth for long-term gains, as we see this business as being the most valuable in our portfolio. We’re also deprioritizing the ad business within Connectivity as well as some other non-core revenue streams to focus entirely on subscriptions and data. While there has been no reporting changes to the Cybersecurity and Martech segment, it is worth pointing out that, while revenues declined almost 3% in 2024, this was an improvement over the almost 7% decline in 2023, and we maintained a 35% EBITDA margin through disciplined expense management.

We believe, this segment will return to growth in the second half of 2025. It was the only segment with declining revenue in 2024, and if we achieve our expectations in 2025, then we will have all five of our segments growing for the first time in a few years. Turning to our AI initiatives. Some of our innovations are receiving market recognition. Our AI-powered features in Lose IT! particularly the voice and photo logging capabilities were recently featured on CNN. The article specifically highlighted how our AI technology is transforming nutrition tracking, making it as simple as taking a photo of your meal. In addition, the AI Job Fit Analyzer deployed by Health eCareers was recently showcased as an AWS case study. Health eCareers has reported an 18% increase in engagement with their generative AI-powered job search functionality since Q3 2024, and they’ve seen a 30% uplift in job applications among users who engage with the AI tools.

While there’s been industry discussion about AI’s potential impact on search traffic, I want to emphasize a few key points. First, our business model is diversified well beyond traditional traffic monetization with traffic-dependent ad revenues representing roughly 35% of our overall revenues. Second, within our traffic, search represents roughly 40% of our visits. Third, with respect to our search referrals, AI’s presence remains limited. AI overviews results are present in just 12% of our top queries. Lastly, our analysis of year over year click through rates, specifically comparing queries with similar positions that now include AI overviews, there’s no material aggregate impact on performance. Given all of the attention and dialogue relating to DEI, I think it’s important to reiterate that we view our programs and practices as being entirely value created.

But because so much of the dialogue seems to suggest that DEI practices are about exclusion and unfair preferences, it’s important at this moment that, we be very clear about what DEI means at Ziff Davis. At our company, DEI has always been about fairness, equal opportunity, and belonging. DEI is about finding the best talent regardless of background or circumstances and ensuring that all can thrive here. Our work is knowledge work and DEI is about building our intellectual capital. We’re also in the audience business, and therefore, it’s imperative that we maximize our appeal and reach across a diverse landscape. Simply put, DEI at Ziff Davis helps us to drive the best possible business outcomes. With that, let me hand the call back to Bret.

Bret Richter: Thank you, Vivek. Let’s discuss our financial results. Our earnings release reflects both our GAAP and adjusted financial results for Q4 and fiscal year 2024. We will focus our discussion today, and my commentary will primarily relate to our Q4 2024 adjusted financial results and their prior period comparisons. Let’s turn to Slide 7 for the summary of our Q4 2024 financial results. As Vivek addressed our new reporting structure and the content of Slide 4, Slide 5 and Slide 6 in his remarks. Fourth quarter 2024 revenue was $412.8 million as compared with revenue of $389.9 million for the prior year period, reflecting growth of 5.9%. Fourth quarter 2024 adjusted EBITDA was $171.8 million, as compared with $167.6 million for the prior year period, reflecting 2.5% growth.

Our adjusted EBITDA margin for the quarter was 41.6%. We reported fourth quarter adjusted diluted EPS of $2.58. This figure reflects a 10.7% increase, as compared with our Q4 2023 adjusted results. Turning to Slide 8. Our fiscal year 2024 total revenue increased 2.8% to $1,401.7 million as compared with fiscal year 2023. Fiscal year 2024 adjusted EBITDA grew 2.3% to $493.5 million as compared with fiscal year 2023 adjusted EBITDA, primarily reflecting the growth in revenue. Our adjusted EBITDA margin for fiscal year 2024 was 35.2% and relatively constant as compared with fiscal year 2023. Adjusted diluted EPS grew 6.9% to $6.62, as compared with fiscal year 2023 adjusted diluted EPS. Importantly, revenues, adjusted EBITDA and adjusted diluted EPS all reflect year-over-year growth for both the fourth quarter and fiscal 2024, each as compared with the prior year comparable periods.

However, Q4 2024 revenues fell short of our expectations, and the flow-through of this shortfall negatively impacted fourth quarter adjusted EBITDA and adjusted diluted EPS. As Vivek noted, the two most significant contributors to this shortfall were our Humble Games Publishing business and our Connectivity business. Humble Games Publishing fell short of our Q4 expectations, driven by a combination of new releases moving into 2025 as well as underperformance of a couple of titles. Humble Games Publishing generally delivers less predictable results than certain of our other businesses. As noted on prior calls, we are focused on delivering our existing slate of games in development for release in 2025 and 2026. Connectivity did not see the level of large deal activity, that was expected in Q4, including the absence of certain historical data sales that would have resulted in Q4 revenue recognition.

However, we do not see either of these matters as impacting Connectivity’s future prospects, and we look forward to a strong 2025. Q4 2024 revenues also reflect certain indirect tax accruals, which were netted against reported revenue. These amounts included the results of an indirect tax audit, which resulted in an unexpected contra-revenue item, that also impacted adjusted EBITDA. While none of these items were particularly large, as compared to the overall scale of our activities, cumulatively, they negatively impacted our Q4 revenue performance. Overall, 2024 was an important year for the company, as we returned to growth. Fiscal year 2024 revenue and adjusted EBITDA both grew year-over-year, and we delivered high single-digits growth in adjusted diluted EPS, which reflects not only our operating performance, but the impact of our balance sheet management and capital allocation decisions as well.

I will cover certain of those capital allocation decisions in more detail in a moment. Slide 9 and Slide 10 reflect performance summaries for our two primary sources of revenue, advertising and performance marketing and subscription and licensing. Slide 9 reflects our Q4 and fiscal year 2024 advertising and performance marketing revenue. Q4 2024 advertising and performance marketing revenue grew 10.6%, as compared with the prior year period, and fiscal year 2024 advertising and performance marketing revenue grew by 4.1%, as compared with 2023. Excluding our B2B tech business, advertising and performance marketing revenues would have grown by 12% in Q4 and 5.6% for all of 2024. The table at the bottom of Slide 9 depicts certain key operating metrics for the fourth quarter.

Our net advertising revenue retention and annual 12-month measure was approximately 92% for Q4 2024, a significant improvement as compared with Q4 2023. In the fourth quarter, Ziff Davis had 1899 advertisers with an average quarterly revenue per advertiser of more than $135,000, significantly higher than the comparable Q4 2023 metric. Slide 10 depicts our subscription and licensing revenue performance. Q4 2024 subscription and licensing revenue grew approximately 1%, as compared with the prior year period, and these revenues grew nearly 2% during the last twelve months. The table on the bottom of Slide 10 includes subscription and licensing metrics for the fourth quarter. Total subscription and licensing customers increased to 3.65 million customers, which includes growth at Humble Bundle and Lose IT! Our average quarterly revenue per customer was $40.44 and subscription and licensing churn was 2.83%.

With regard to the balance of our revenue, the company’s Q4 2024 other revenues declined year-over-year to $7.5 million from $10.5 million in Q4 2023. With regard to our balance sheet, please refer to Slide 11. As of the end of Q4 2024, we had $506 million of cash and cash equivalents and approximately $158 million of long-term investments. We also continue to have significant leverage capacity, both on a gross and net leverage basis. As of the end of 2024, gross leverage was 1.8 times trailing twelve months adjusted EBITDA, and our net leverage was 0.7 times and only 0.4 times, if you include the value of our long-term investments. 2024 was a very active year for our capital allocation activities. First and foremost, 2024 reflected a significant increase in M&A activity as compared, with 2022 and 2023.

During 2024, we deployed more than $225 million for current and prior year acquisitions. Our Cybersecurity and Martech business closed one small acquisition in the fourth quarter, marking its first transaction since 2021. As a reminder, during Q3 2024, we also completed an exchange offer for $400.9 million of our 1.75% convertible notes due 2026. As a result of this transaction, we’ve reduced the gross amount of our outstanding debt by $138 million, extended the maturity of $263 million of our debt principal outstanding and reduced the total number of shares underlying our outstanding convertible debt by more than 1.1 million shares. During 2024, we also deployed more than $185 million in capital to repurchase our common shares. Included in this amount is a repurchase of 3.5 million shares in the open market or approximately 7.6% of our shares outstanding, as of the beginning of 2024.

Although we did not repurchase any shares in the open market during the fourth quarter, there are more than 6.2 million remaining shares authorized under our stock repurchase program, and we will continue to be opportunistic with regard to future stock repurchases. Our balance sheet is one of our most valuable assets, particularly in the context of our M&A strategy and our overall capital allocation strategy. We continue to pursue transactions of various sizes across all of our businesses, and we look forward to a significant level of M&A activity in 2025 and beyond. Turning to Slide 13 and Slide 14, which provide certain details relating to our 2025 guidance range. Our guidance range reflects growth in revenue, adjusted EBITDA and adjusted diluted EPS at both the high-end and the low-end of each metrics guidance range.

Our guidance reflects an improving outlook for our reportable segments. In particular, we expect improved performance from Tech & Shopping and Health & Wellness, in part due to lapping certain specific 2024 performance challenges. We expect continued growth from our Gaming & Entertainment business and a significant increase in Connectivity’s growth. Finally, we believe Cybersecurity and Martech will continue to improve. The high end of our guidance for 2025 revenue-adjusted EBITDA and adjusted diluted EPS reflects growth rates of approximately 7.2%, 9.8% and 10% as compared with the unaudited results we present today. The low-end reflects growth of approximately 2.9%, 2.3% and 0.3% for revenue, adjusted EBITDA and adjusted diluted EPS, respectively.

Our EPS guidance reflects the adjusted EBITDA range, higher depreciation from our recent and planned capital investments, higher net interest expense, slightly higher taxes, and a lower average share count each as compared with 2024. The midpoint of our guidance reflects mid-single-digits growth in advertising and performance marketing revenue, subscription and licensing revenue growth in the low to mid-single-digits and low teens on the revenue growth, each as compared with the prior year period. The midpoint also reflects modest revenue growth in the first quarter, and a higher rate of growth in the second half of the year, as compared with the first half. 2025 expected revenue growth is a function of both organic growth and inorganic growth from recent acquisitions.

We expect our first quarter performance to be relatively muted, as compared with our expectations for the balance of the year. Our Q1 2024 results reflected a particularly strong quarter for Cybersecurity and Martech, and we expect Q1 2025 to more closely reflect the year end 2024 run rate of the business. We also have initiated and are expected to continue certain spending initiatives, which are expected to suppress Q1 2025 margins as compared with Q1 2024. However, we expect second quarter growth and margins to begin to improve, as we continue to pursue our full year growth plan. Given the seasonality of our advertising and performance marketing revenue, we anticipate that, more than 20% of our revenues will be realized in the first quarter, with approximately 30% expected in the fourth quarter.

At the midpoint of our range, the company expects to have an adjusted EBITDA margin of approximately 35.5% for the year, a slight improvement, as compared with 2024. We maintain the range of our projected tax rate at an annual rate of between 23.25% and 25.25%. Note, these rates are expected to fluctuate quarterly. Our guidance does not reflect incremental M&A or additional share repurchases in 2025. However, we plan to continue to maintain an active capital allocation program. We believe this guidance reflects the proper balance of pursuing investments in our business to support growth opportunities in 2025 and beyond, and our focus on delivering profitable growth, robust adjusted EBITDA margins and free cash flow generation. We plan to continue to rely on the free cash flow we generate to support our capital allocation strategy.

And as noted earlier, we believe we have substantial leverage capacity to support larger capital allocation initiatives, if the right circumstances arise. Following our business outlook slides are our supplemental materials, including reconciliation statements for the various non-GAAP measures to the nearest GAAP equivalent. Please see Slide 26, which includes a reconciliation of free cash flow to net cash provided by operating activities. Our 2024 free cash flow was more than $283 million, a significant increase as compared with 2023. As shown on this slide, Q4 2024 free cash flow of $131 million nearly doubled, as compared with Q4 2023. Fiscal year 2024 free cash flow reflects 57.5% of our 2024 fiscal year adjusted EBITDA of $493.5 million.

These figures include a significant contribution from our TDS business, which has a seasonally high level of activity and free cash flow during the fourth quarter. Consistent with 2024, TDS is expected to have significant working capital usage in the first quarter. As Vivek noted, 2024 marked a return to growth for our company. We look forward to continuing that growth in 2025. This call also marks a new presentation of the financial results of our company. We believe this reporting structure will ultimately allow investors to gain deeper insight into each of our reportable segments, and we trust that, the information that we presented today will give our stakeholders a deeper appreciation of the diversity of our revenue composition, the scale of our businesses and the strength of their margins.

With this information, we hope you will develop a clearer understanding of the intrinsic value of these businesses, and why we are excited for the upcoming year and beyond. With that, I would now ask the operator to rejoin us and instruct you on how to queue for questions.

Operator: Thank you. [Operator Instructions]. And the first question today is coming from Ross Sandler from Barclays. Ross, your line is live.

Ross Sandler: Great. Thanks, guys. Vivek, maybe just to start a question about, like, the macro environment, as we look into 2025. There’s a view out there that like some of these AI tools from the walled gardens like Performance Max and Advantage Plus might be kind of increasing the shift into walled garden and away from open web digital advertising. So, it sounds like, you guys at least in pharma are having a good upfront and that, this shift that’s being described here isn’t having too much of an impact. But we’d just love to hear by category how things are looking in 2025, at the beginning of the year here. And with that 4% to 5% growth rate for advertising, what underlying organic growth rate are we assuming in there? Thank you very much.

Vivek Shah: Thanks for the question, Ross. So, let me zoom out just a moment in terms of the ad business in 2024. Q4 was a strong quarter, a little over 10% ad growth. Obviously, CNET helped with our ad growth in the quarter, but consumer tech was — the rest of consumer tech was relatively strong. And going into next year, just one thing I will point out is that, within the tech ad number, is our B2B business. And as I’ve talked about in the past, we have a planned reduction in revenue in that business, which will obviously, detract from growth rate, but will improve profitability. So that’s just something just to keep in mind. That’s probably 150 basis points of their headwind against growth rate. So, technically feel reasonably good about, as a category picking up on the momentum from 2024.

Gaming & Entertainment, again, you can now see this in our new segment disclosures, but really good growth in that segment, particularly on the ad side. We think that’s going to continue, into next year. So, we like that from a category point of view. Health & Wellness was a relatively flat business for us in, in 2024. It’s been, as you will see, historically a very strong grower. I’ve talked about, some challenges we had with a very large pharma advertiser. We think those challenges are working their way out. As I noted in my prepared remarks, the upfronts have been pretty strong, and so we feel really, really good about that. So, look, I mean, it is a category and you got to look at this, categorically. But overall, I would just say that, a mid-single-digits ad growth outlook at our midpoint is prudent, given kind of the experience we’ve had the last couple of years.

I know you didn’t ask about the subscription business, but in overall outlook, I do think, it’s just also worth pointing out that, we’re going to accelerate our growth from around 2% in 2024 to about 4% at the midpoint, and key to that is improved growth at Connectivity, continued growth at Health & Wellness and gaming, and then just some improving second half trends we’re seeing in Cyber and Martech. So, look, there’s a lot here. I think we’re being — I think we’re appropriately cautious as we think about, 2025 just given some of the experiences we’ve had over the last couple of years. Last thing I’m just going to say, because you did ask about open web versus, sort of the walled gardens. What I will say against that is that, I do think in each of our large — in each of our main ad categories, tech, shopping, gaming, and health, we’re in a leadership position in each of those.

And what I will tell you is that, marketers want to balance what they’re doing within social networks, what they’re doing with search, against what they’re doing in endemics. And so, we view ourselves, as being leaders in in these endemic categories, which happen to be pretty robust ad category. So, I think, we’re in a different position than the rest of maybe the open web, where I think it’s more of a programmatic driven proposition. And as you know, programmatic is a small piece, of our overall equation.

Bret Richter: Ross, the only thing I might add and use the word macro is, if you just go beyond advertising and just broaden the lens on economic macro, 2022 and into 2023, the global economy and the domestic economy were a headwind. I would say in 2024, it was relatively benign. And at the very moment, it’s essentially the same, but there’s a tremendous amount of dialogue, if not activity, in elements of the global macro, whether it be views of the change, in the inflationary curve, whether it be tariffs, whether it be the continuation, if not, the feared escalation of international activity. We’ve essentially assumed constant for our plan. If there are massive shifts, we obviously have to adjust for it.

Operator: The next question will be from Ygal Arounian from Citi. Ygal, your line is live.

Ygal Arounian: Hi, good morning, guys. I’ll start with capital allocation. I guess broadly about focus on M&A and your leverage and your views, as we go through 2025. Why not press a little bit more here? I know, you’ve been cautious and patient around the M&A environment, but you talk about it picking up, and I think you didn’t buy back any stock in 4Q. Does that have anything to do with building up for M&A? What are your thoughts around that? And does — how much does Gen AI play into your views or targets for M&A this year as well?

Bret Richter: Yeah. Listen. Great question, Ygal. I’d say, look, remember, 2024 was healthy from an M&A point of view. We deployed about $225 million, and that’s after almost no deal activity in 2023. So, I do think it’s worth noting that, things are happening. The pipeline right now is very active. And so, our hope is that, 2025 will be at least consistent in terms of capital deployment for M&A versus 2024. And then, we’re going to start seeing the compounding effects of serial acquisition, which have been a hallmark of this company for a long time, but have been absent, for the last several years. The other thing I’m gonna say is all five of our divisions, which are our five reportable segments, are actively pursuing deals.

That wasn’t necessarily the case over the last few years. All five are very focused with respective pipelines that are pretty robust. Cybersecurity and MarTech did its first deal in Q4 since 2021. So, they were kind of on the sidelines, and they are firmly back on the field. We have the capacity from an operating point of view and, obviously, from a balance sheet point of view to add a new vertical. If that’s something that, we see as being an attractive opportunity for us. And then you sort of speak to it, I think, with your Gen AI question, valuations in digital media are pretty attractive right now. Obviously, we see it reflected in the some of the fears that must be attached to our own stock, but we’re inclined to lean into those fears.

We think that our own experience here is that, listen, great brands attract audiences from which we can extract multiple rents, and that is what we do. And so, from our point of view, if we have — if we see great brands that may have some struggle from a financial point of view, that’s where you’re going to see us strike. So, look, we have the cash. As we pointed out, we have the borrowing capacity. And, look, I think it’s a balance between we have been patient, but we’re also impatient in some ways to really get some of these things across the finish line. And I you know, I’m optimistic about it. But, Bret, anything you’d add?

Bret Richter: Yes. The only thing I’d add on M&A is that, the one element we always have to be patient on is price. There’s no success factor in M&A that’s more important than what you’re paying initially, and sometimes that’s where deals get done or don’t get done. But we’re very, very active, in the pipeline and exploring a lot of opportunities, and, hopefully, some of those come to fruition. On capital allocation, it’s not a programmatic approach. I don’t think we’ve ever been a company that buys a certain amount of stock every quarter. But with you in the three years since the span, which are the three years I’ve been here, 2024 is far and away our most active capital allocation period. Vivek mentioned the $225 million of M&A.

We bought back over a $189 million worth of stock retiring over 7.5% of the shares that we started the year with. We paid down some debt, in the convertible exchange that we did and deployed another $135 million of capital. Yes. We do want to maintain our capacity for M&A, but we will deploy it in the stock buyback. I just wouldn’t expect it every quarter on a programmatic basis. I think, it’s important that, in addition to the 3.5 million shares that we bought back in 2024, our Board increased our authorization in December. So, we have over 6 million shares currently authorized to execute upon, and we’ll balance that against all other capital allocation opportunities.

Ygal Arounian: Okay. Thanks. And maybe I could just as a follow-up on updated thoughts around licensing, with the LLMs and pursuing legal action or what the strategy is, we saw kind of a tech media company yesterday, file action and call out Google in particular for taking traffic away. And Vivek have up until today kind of repeatedly talked about how you’re not seeing that. Just what are your updated thoughts around partnerships and your approach here? Thanks.

Vivek Shah: Listen, I think that, so I did see today’s news. I think the more notable news was a week or two ago, a court decision, relating to copyright in fair use that I think was very favorable to copyright owners. Look, I think that’s fundamentally we are open, and having discussions around licensing agreements, but they need to be fair value. They need to be long-term, and I think they need to recognize that, it is in fact a license to copyright versus an agreement that is more focused on having people not come after them for copyright violation. So, we’re going to play — I think we’re going to be patient here. I don’t think the numbers in any of the numbers you’ve seen, publicly reported on that material anywhere for us to feel like, we need to move quickly and cut a deal that might be short-term beneficial, but not long-term appropriate for the company.

Look, I think we are, very focused on making sure that if you’re training on our content, if you are achieving against our content, we need to get fair compensation for that. On your other question, which I separate, which is, what’s happening in search, I said a fair amount within the prepared remarks, but I might reiterate one or two statements that come up with respect to at least our own experience, which is, the rate at which AI overviews appear against the queries that matter most to us, is still relatively small at 12%. So that’s the first thing. But the second thing that I point out is that, in our analysis of queries, where AI reviews are present or are present today but were not present in the past and our search rank remained unchanged, the overall click-through rate is also relatively unchanged.

So, there are those who argue that the presence of AI overviews actually enhance click-through rates. There are those who argue that, the presence of AI overviews in certain queries, detracts from click-through rates. I think it probably depends categorically. I think there are many things that evolve on the search engine result page, ad placements, other types of changes. Google is experimenting constantly. So, I don’t see a quibble there for us. I more see a quibble around large language models using our stuff, without offering us cash or traffic as camp as compensation. Meaningful cash or meaningful traffic, I should say, as compensation.

Ygal Arounian: Thanks a lot. It’s updated thoughts on that.

Operator: And the next question is coming from Rishi Jaluria from RBC Capital Markets. Rishi, your line is live.

Rishi Jaluria: Wonderful. Thanks so much for taking my question. Really appreciate all the new disclosures. Maybe I want to go back to the Health & Wellness business. Obviously, it’s been generally a strong performer in the past. As we think, looking forward, just given a lot of the concerns around the biopharma environment, advertising, obviously the new administration, and RFK in that position. Just how should we be thinking about the puts and takes of all the kind of macro factors around that? And maybe alongside that, if we think about your Health & Wellness portfolio, do you see maybe any holes in that portfolio where there are opportunities to make even smaller, tuck-in M&A and just broaden, or expand the scope of what you’re able to do within that subvertical?

Vivek Shah: Thanks. Rishi, thanks for the question. So, you’re right. Obviously, there’s been a lot of noise coming from, the from HHS and from the administration around direct-to-consumer advertising. Now this isn’t new. DTC comes up almost predictably every handful of years. I think there are real legal challenges to banning it. I think there are, frankly, pretty vested lobby interests that have been successful in making really none of that really materialized. So, we’re not really concerned about it. And, again, a lot of the focus is frankly on television ads, which is not where, we play. So, look, it’s something we’re going to watch. It’s like a lot of things that I think are happening in the world. There’s just a lot of noise, and we’ll see if it in any way materializes, but we don’t see that.

And that’s certainly not built into our outlook. And as I mentioned, the upfronts, which are on the DTC side, are strong. The other thing I’ll also point out is that, we do have a fairly diversified ad business between DTC and direct-to-provider, where the marketing is against those who write prescriptions, which are physicians, physician’s assistants, and registered nurses. And so that certainly hasn’t been an area where that the discussion around potential changes to what is permitted from an advertising point of view, that hasn’t come up. I think with respect to your question around acquisition at Everyday Health. I, 100% agree that moving beyond pharma is an opportunity for the company. And a great example of that, frankly, is the Lose IT! Acquisition.

This business, which is calorie tracking, macro tracking, has been a wildly successful business for us and a great example of how we’ve been able to accelerate its subscriber growth, its ad growth, and its product capabilities through its integration within everyday health. We’d love to do more of those. So, I think things that are app-based, that appeal to consumers, I think, would be interesting. I think given, the sort of female-heavy audience that we enjoy within everyday health, I think there are lots of other extensions around beauty and fitness and lifestyle that I think we could absolutely get into, food that I think connect to everyday health. And then, yes, I think we’re going to continue to lean into things that support the pharma marketing ecosystem, because that is one of the primary monetization, elements within the category.

So, we’re very excited for the space. As you’ll see in the disclosures, this has been a very good category for us. It was a flat business in 2024, but we believe, what we’ll return to is historic growth rates in 2025. So, we’re excited for it. Look, on the new segments, I know a number of, people on this call and certainly shareholders have been looking for this, and we’re excited for the new segment reporting. I do think it’s a real opportunity for us to showcase more parts of the business, allow you all and investors to better appreciate all the parts of the company. There’s a real richness in these disclosures. I encourage everyone to spend some time. Historic, five segments, three revenue types, EBITDA adjusted EBITDA by segment. I mean, there’s a lot here to look at.

And then, ultimately, I think you’ll start to see that, there are some real market comps for each one of our segments and that as you look at a potential value of each segment and you would assume those values, I think we’d find that it would be well in excess of the current market value of the company.

Operator: Thank you. The next question will be from Robert Coolbrith from Evercore ISI. Robert, your line is live.

Robert Coolbrith: Great. Thank you. I have a couple on Health & Wellness. Just can we get an update on the consumer versus provider side of the business? I think you had noted some divergence and trends their last quarter. On the upfront buying season strength that you’re seeing, I think you had referenced I think in the commentary or in response to one of the questions, maybe some reengagement with one of the large brands. I think we’ve also seen some generally some CMO turnover. Maybe if you just talk generally about the engagement with the brands, as part of the upfront buying season? And, last one on the GLP-1 compounders, can you remind us on the exposure there? I think you’ve said in the past it’s pretty low, but, just give us a quick update there. And then, just I’ll have one quick follow-up on Ookla. Thank you.

Vivek Shah: Yes. No. So all great questions on Health & Wellness. So, on the — my commentary around the upfronts of the DTC comment, direct-to-consumer. And I will say that in 2024’s result, the direct-to-consumer business fared better than the direct-to-provider business. We had headwinds on the direct-to-provider business, owing to a large marketer there that was more — that was the DTP side of the equation. We believe that reverses itself. This is a part of the business that, frankly, we see as a growth part of the business. We’re not as large in this business as others. So, when one of our largest is not largest, advertiser pulls back because of changes in the marketing strategy, it affects our business maybe more than others.

But ultimately, I think we feel like we’re in a good place in 2025, both DTC and DTP. The underlying products and our ability to reach are all there. It’s just about we got to win the orders, right? We have to win the insertion orders to run the campaign. So, it really is about winning those contracts. On the GLP-1 side, it is not a material source of revenue, but we think it can be. It actually has strategic connection to lose it. So, what you’re seeing is with lots of payers and even with pharma, this need and hope to attach a GLP-1 prescription to a lifestyle calorie-tracking management app, right? So, it’s this idea of the true long-term sustainable benefit from GLP-1 around weight loss that you really need to not just take the drug, you need to be tracking your calories and you need to be tracking consumption activity, calorie burn, et cetera.

And so, we’re seeing some interesting bundling of the 2, and I think that’s part of what’s driving the Lose It! business. But we also think there’s going to be a fair amount of GLP-1 advertising available to us in 2025 and beyond.

Robert Coolbrith: Got it. And then just quickly going back to Ookla, the comments that you made about the — some historical data sales not coming through again. Can you just unpack that a little bit and maybe give a sense of how connectivity would have performed ex some of those onetime things that didn’t come through in the quarter?

Vivek Shah: Yes. No. And before I even get to that, the other thing is that I probably should have mentioned, is, and you can see this in the new disclosures, three revenue lines, ads, subs, other, fair amount of headwind in ads and other we’re deprioritizing the ad business, as I pointed out, it’s small. It continues to get smaller, it is not strategic, kind of distract we think, to track a little bit from the experience. So that is kind of being managed in a certain way. So, we’re just parsing that out and it would change the view of what the core business has done. But even within the core business, there are — there’s some lumpy parts of this business, and this will happen from time to time where dollars kind of shift out of one quarter into another.

I will also say that the reorganization was pretty significant. When I say significant, about 70% of the senior leadership has changed in about 20% of the organization. So, when Stephen Bye, who oversees that business, who is a really seasoned, high-quality executive out of the telecom industry came in, he had a real vision for how to reorganize and set this business up to become a really big business. And so, we supported that. We knew there would be some disruptions for the year. Yes, Q4 types of issues. But the full year, I mean, this was a flattish year when you look at it. That is certainly not the growth rate of this business. This is going to be an engine for us going forward.

Bret Richter: And the only thing I’d add to that, and I think we’ve made it in the commentary a little subtly, maybe I’ll just be a little bit more specific is, you might have noticed several quarters ago, we sort of redescribed our subscription revenue business to subscription and licensing to highlight the fact that within that revenue, there is some onetime upfront recognition of various products that impact several of our businesses. And while those numbers aren’t necessarily enormous, we measure sometimes success on a quarterly basis and a handful of millions of dollars. I mean, Vivek mentioned, roughly 10% relative to our expectations for this quarter. And you can see some of that lumpiness from quarter-to-quarter. One of the things I highlighted in my remarks was that our Cyber, Martech business had a strong Q1 in 2024, and we expect more of a run rate in 2025.

So, we see — we saw a little bit of that in connectivity in the fourth quarter. We see it in other businesses from time to time. Sometimes it’s a benefit, sometimes it’s headwind but at the end of the day, the quality of the revenues that underlie subscription and licensing broadly at over 40% of our overall revenues is frankly one of the most attractive elements of our diversity of revenue streams.

Operator: The next question will be from Chris Kuntarich from UBS. Chris your line is live.

Chris Kuntarich: Just have two modeling questions here. Can you just sort of unpack the drivers of your expectation that Cyber and Martech will return to growth starting in the second half of the year? And then just one on EBITDA would be drivers for EBITDA growth this year? And just how we should be thinking about the seasonal weighting of this? Is this more seasonally weighted towards 4Q than what you’re describing revenue?

Vivek Shah: Yes, Chris, I think first and foremost, we’re guiding to the overall company performance. And we did give some texture to certain elements of different businesses, and I’ll give a little bit of texture here. But we’re looking at 2025 as a goal in its entirety of a mix of expectations amongst our businesses will inevitably get performance. Variations amongst those businesses, not only over the full year, but over any given quarter. With regards to Cyber, Martech, this has generally been a multiyear improvement story. If you look at some of the rates of decline going back the last couple of years and you look at 2024, it’s gotten better. Some of the businesses within Cyber Martech, we called out like e-mail have been performing well.

Others have been performing better, particularly in our cybersecurity businesses. We have had a little bit more headwinds in some of our Martech businesses. There are — there is some lumpiness in this business. There’s some licensing in this business. There’s some large customers in this business. But we do expect the beginning of ’24, ’25 to sort of map the end of ’24. And like a lot of our businesses, we’re expecting sort of general improvements over the course of the year. Seasonality. Seasonality is really driven by the advertising and performance marketing businesses, heavy in the fourth quarter. I think we see that consistently. And EBITDA margins reflect that because those revenues have high marginal and incremental flow-through to the bottom line.

I mentioned in my remarks, Q1, we have sort of a muted expectation both on top line and bottom line. Bottom line is for these various reasons and also because we have some spending initiatives to fuel growth in the back of the year and some dollars we need to spend in other parts of the business that are expected to be spent in the first quarter and we’ll see what the exact timing of that is. I think the commentary I’d make about margins, is there strong across the five reportable segments. They may vary between a couple of points with 8 of the businesses, we’ve had different pockets of challenges, but that called out B2B, we have a strategy this year of taking revenue down to get margin back up. We do that in various areas of the business.

So again, while I’m happy to provide a little bit more texture and a little bit more commentary, I think we need to go back, widen the lens and take a holistic view about what we think the entire enterprise can do over the next 12 months.

Operator: And the next question will be from Shyam Patil from SIG. Shyam your line is live.

Unidentified Analyst: Good morning. This is Aaron Samuels on for Shyam. Thank you for taking my question. I just wanted to ask about CNET. Now that it’s been a few months since that deal closed, how has the integration there been relative to your expectations? And if you can just double click on how that has impacted your ad sales motion across the technology brands that you have. That would be really helpful.

Vivek Shah: Yes. Thank you for asking the question. We’re really pleased with our progress, and we’re certainly on or ahead of plan. We’re going to market as the CNET group, the most trusted brands in tech, CNET, ZDNet, PCMag, Mashable, Lifehacker and Spiceworks. So, it’s a pretty compelling lineup and roster of brands. We’ve combined the sales in marketing teams for both efficiency and go-to-market effectiveness. So, we go to market as CNET group that allows us to leverage our scale and our position within the category. We do maintain distinct editorial teams for each brand. We think it’s important that they each have their own independent editorial voices but we have found some opportunities for shared services across the editorial team and more importantly, real areas of cooperation.

I’ll give you an example at CES this year. Every year, the Consumer Technology Association with puts on CES looks to work with a single publication around what they call best of CES, right? That the best products that are on display. This year, best of CES was done across the CNET Group, where each of our editorial brands made selections in various categories and great example of editorial collaboration across our brands and something that makes a real impact within the marketplace. And I can tell you that marketers were excited to see this, right, to see this in a way that supports the industry. From a cost point of view, we have already realized the synergies and savings we had planned. So that’s very good. We’ve got a terrific leader in Kate Gutman, overseeing the CNET group.

She’s got a great and talented team. So overall, I’d say that we’re ahead of schedule in delivering kind of this effective 5 times to 6 times purchase price over EBITDA, as you know, which is our target to try to achieve within 12 months to 24 months post-acquisition, I think we’re going to be there pretty quickly. And so, we feel very good about the acquisition. And it really does strengthen — it does put us in a very strong position in one of our important verticals.

Operator: And there are no other questions in the queue at this time. I would now like to hand the call back to Bret Richter for any closing remarks.

Bret Richter: Thank you, Paul. And importantly, thank you all for joining the call and our continued interest in the company. We hope that you appreciate our new disclosures, reportable segments, the incremental information and commentary we were able to provide on today’s call. As usual, we’ll be participating in various conferences and events in the coming months. Hope to see some of you there, and we look forward to speaking with you in the future.

Operator: Thank you. This does conclude today’s conference. You may disconnect your lines at this time, and have a wonderful day. Thank you for your participation.