Good day, ladies and gentlemen, and welcome to Ziff Davis First Quarter 2022 Earnings Call. My name is Paul, and I will be the operator assisting you today. [Operator Instructions] 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..

Thank you. Good morning, everyone, and welcome to the Ziff Davis Investor Conference Call for Q1 2022. As the operator mentioned, I am Bret Richter, Chief Financial Officer of Ziff Davis; and I'm joined by our Chief Executive Officer, Vivek Shah. A presentation is available for today's call. A copy of this presentation is available at our website.

When you launch the website, there is 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@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 would 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 slide show for this webcast.

We refer you to discussions in those documents regarding safe harbor language as well as forward-looking statements. Now let me turn the call over to Vivek for his remarks..

tech, connectivity, shopping, gaming and entertainment, health, cybersecurity and martech, as well as other verticals that share the high-value intent-driven nature of the ones we're in.

Today, Ziff Davis is essentially a portfolio of assets that were required in the last decade, which was arguably one of the most robust sellers markets in recent memory. Nevertheless, our total acquisition spend over estimated adjusted EBITDA is just a tick over 5x.

We believe we're terrific acquirers, and that a more benign market for buyers will only enhance our returns and shareholder value. Now let me turn to our outlook for the rest of the year. We anticipate that Q2 growth rates will be somewhat similar to Q1 as many of the same headwinds we experienced in Q1 are carrying over into Q2.

However, we believe the second half of the year will show improvements.

First, we should have more favorable year-over-year comps for RetailMeNot; second, we expect to have new product launches that we believe have a lot of promise; third, we are getting signals of increased ad spend from major clients, including in the pharma category, where we anticipate a favorable drug pipeline, including important new drug launches and a streamlined post-COVID FDA approval process.

Of course, if macroeconomic conditions don't stabilize or even worsen, then we'd have to reassess our views of the second half. At the same time, we have line of sight into acquisitions that could close during the balance of the year, which would leave us well positioned to add incremental revenue and adjusted EBITDA.

We are excited for a new strategic partnership we're entering into with Group Black, which is a company attempting to transform the face of media ownership and investment. Group Black is home to one of the largest collectives of black-owned media and diverse content creators.

Group Black and Ziff Davis will collaborate to create, amplify and monetize content across Ziff Davis' portfolio of media brands.

The partnership will also fund and provide new exposure for Group Black's Collective, a black-owned content creators by providing them a voice on Ziff Davis' editorial platforms, with Ziff Davis providing ad inventory to Group Black in an effort to support the deployment of advertising investments from Group Black's brand and advertising partners.

We also made a $15 million investment in Group Black, which we think will generate great returns while also providing financial and strategic support to black-owned media. Let me provide you with an update on our ESG efforts. In early March, we released Ziff Davis' inaugural ESG report.

The report was well received by our stakeholders, including employees, customers and shareholders. We were pleased to hold our second annual ESG nondeal roadshow in late March, where we presented highlights from the report and fielded questions about our ESG efforts. Thank you to those of you who took part.

The report highlighted the findings from our first greenhouse gas inventory, and we have now officially committed to setting an emissions reduction target with the science-based targets initiative, known as SBTi. SBTi is the gold standard of emission reduction targets, and is the first step in setting a long-term carbon neutral goal.

In recent months, we've also continued to respond proactively to some of the most pressing social issues and humanitarian crises we're collectively facing. Ziff Davis joined HRC's business statement on anti-LGBTQ state legislation as well as the Texas Competes and Florida Competes business coalitions.

In the early days of Russia's invasion of Ukraine, we helped evacuate our Ukraine-based consultants to Poland and our Humble Bundle community subsequently raised $20 million for several Ukraine-based charities.

Needless to say, I'm incredibly proud of the work Ziff Davis has done and continues to do to respond to the enormous environmental, social and societal challenges upon us. I want to conclude by thanking Richard Ressler, who recently announced his retirement from our Board for his incredible service to our company over the past 2 decades.

Richard was an early investor when the company was private. He was our CEO for a period of time and most recently, our Chair. His wisdom, intuition and leadership are extraordinary and has been a valuable mentor to me and a steadfast advocate for our shareholders.

Fortunately, we have a wonderful successor in Sarah Fay, who has been our Lead Director, the Chair of our Compensation Committee and a Director since 2018. Sarah possesses fantastic judgment and her commitment to our company and its stakeholders is unmatched.

She was a pioneering executive in the advertising industry, having served as the CEO of Aegis Media North America, and President of Carat U.S. and Isobar U.S. Currently, she is a Managing Director at Venture Capital firm, Glasswing Ventures. With that, let me hand the call back to Bret..

the number of advertisers in our health and wellness business grew by more than 30% year-over-year, primarily due to the impact of M&A, including the acquisition of Lifecycle Marketing in Q1 2022.

These acquired businesses added advertisers to our base, but are generally characterized by lower quarterly revenue per advertiser than certain of our other businesses.

As noted earlier, we also experienced pullbacks and delays from a number of large advertisers, both in our health and wellness business, but also in technology, shopping and entertainment. These actions resulted in lower spend by certain of our larger advertising partners. Slide 6 depicts our subscription revenue performance.

Q1 2022 pro forma subscription revenue grew over 15% versus last year. Subscription revenues have grown 17% during the last 12 months. The table on the bottom of Slide 6 includes subscription metrics for the last 5 quarters.

Sequentially, our average monthly revenue per subscriber increased by nearly $1 to $21.28, driven by an increase in subscription revenues within our higher ARPs offerings, including within connectivity, which had roughly 13% sequential subscription growth and a slight decline in subscribers, primarily within our VPN solutions.

Our overall churn rate increased 25 basis points from Q4 2021 to 3.22%. Please note that we redefined certain elements of these metrics during the first quarter of 2022. Additionally, the company saw its Q1 2022 other revenues grow by more than 100% year-over-year to more than $9 million.

Slide 7 provides quarterly pro forma revenue growth rates delineated by organic and total revenue growth. Revenues from businesses owned for at least a full 12 months are included in organic revenue, while acquired revenues relate to businesses that we've owned for less than 12 months.

For the last 12 months, we achieved a 7% organic revenue growth rate. As discussed earlier, for the company as a whole, organic revenue growth was negative 3% for the first quarter of 2022.

Vivek highlighted a number of factors that contributed to this organic revenue decline, including the acquisition of RetailMeNot, and to a lesser extent, foreign exchange rates. Turning to our balance sheet. Please refer to Slide 8. Our balance sheet continues to be extremely strong.

We have significant cash liquidity with $629 million of cash and cash equivalents as of quarter end, more than $350 million of short- and long-term investments, and significant leverage capacity both on a gross and net leverage basis.

We continue to be committed to keeping gross leverage at or below 3x adjusted EBITDA, and we are currently well within this metric with our Q1 2022 gross leverage of 2.3x trailing 12 months adjusted EBITDA. At quarter end, our net leverage was 1x and only 0.3x if you include the value of our financial investments.

We are operating in a challenging macroeconomic environment, and we will continue to prioritize the health of our balance sheet. However, we believe that we have the flexibility to continue to pursue various capital allocation alternatives in an effort to enhance shareholder value, particularly M&A alternatives.

As announced on our fourth quarter and full year 2021 call, during the early part of the first quarter of 2022, we repurchased $54.6 million of our 4.625% senior notes, and $58.7 million of our common shares. During the first quarter, we also deployed approximately $30.8 million in cash related to current and prior period acquisitions.

We believe all of these activities are consistent with our thoughtful balanced approach to capital allocation. If you refer to Slide 10. As Vivek noted, we are reaffirming the 2022 guidance range that we presented in February.

As you may recall, the midpoints of our revenue, adjusted EBITDA and adjusted non-GAAP income per diluted share guidance imply growth rates of approximately 10%, 13% and 9%, respectively, as compared with the 2021 pro forma results from continuing operations that we presented in February.

Following our business outlook slides are our supplemental materials, including reconciliation statements for the various non-GAAP measures to the nearest GAAP equivalent. This section includes a GAAP reconciliation on Slide 13 that reflects free cash flow from continuing operations and discontinued operations for Q1 2021 of $152.5 million.

Please note that this figure reflects contributions from both the recently disposed B2B backup and U.K. Voice assets through their disposal dates as well as Consensus.

Please also note that the cash and cash equivalents associated with discontinued operations as of the end of Q1 2021, as presented in our 10-Q as supplemental information related to our Q1 2021 condensed consolidated statement of cash flows, include certain pooled cash from certain of our retained cloud businesses, as during Q1 2021, certain of their cash was reflected in bank accounts that were ultimately assigned to Consensus.

Our Q1 2022 free cash flow was $86 million. While our first quarter 2022 cash flow does not reflect impacts of the operations of Consensus or the recently divested assets, it does reflect the seasonally high impact of working capital activity.

As I noted on our last call, the timing of working capital is subject to quarterly fluctuations, but most working capital elements do resolve within any 12-month period. This is why we believe the cash flow is largely an annual financial measure and not one that we manage to during the short term.

As I noted on the prior call, on an annual basis, we expect free cash flow to approximate adjusted EBITDA less capital expenditures, interest and taxes, the impact of working capital and any sources and uses that are excluded from our non-GAAP financials.

And again, given the timing of interest tax payments and changes in working capital, quarterly cash flows can fluctuate meaningfully. Overall, we are pleased with our Q1 2022 performance, having achieved growth in a number of our key financial metrics in a challenging environment. We are looking forward to the balance of 2022.

With that, I will now ask the operator to re-join us, to instruct you on how to queue for questions..

We will now be conducting a question-and-answer session. [Operator Instructions] One moment while we begin. And the first question is coming from Cory Carpenter from JPMorgan..

Vivek, one for you and maybe one for Bret. Vivek, you mentioned new product launches in the second half of the year. Just hoping you could expand a bit on some of your plans there on the product side. And then maybe for Bret, last quarter, you guided to ad growth in the high single digits this year and subscription growth in the low teens.

Any update or change to your thinking just on the mix based on what you saw in the first quarter?.

With respect to second half product opportunities and rollouts, our Ekahau business, which is in our connectivity business unit, is going to roll out its second version of a product called Sidekick, which we're very excited for and see a great deal of potential in.

We actually have an exciting partnership with the Cleveland Clinic within the Everyday Health Group, which will ramp up in the second half, and we believe will represent some incremental inventory.

Our Baby Center business in our parenting and pregnancy unit has developed a set of courses, which we are going direct to consumer that we think have some great potential.

So really, at every one of our businesses, there are a set of opportunities and products that we're rolling out that we had invested in developing really last year, and we think do have potential for us in the second half..

Cory, thanks. With regards to that guidance, at this point in time, and it's earlier in the year, we're not going to revise that. I think it's important to sort of widen the lens. We're a business that serves multiple communities with multiple products and services on a global basis.

We're subject to broad consumer trends as well as sort of meaningful decisions by discrete enterprises that we work with, particularly in the advertising community. On a quarterly basis, and even throughout the year, those trends could impact our performance.

But importantly, in reaffirming our expectations for the full year, we think we're off to a good start, and we look forward to the balance of 2022..

And the next question is coming from Rishi Jaluria from RBC..

Wonderful. I just wanted to go on drilling into both the gross retention and net retention rate. So look, it looked like net retention, it's above the 100%, but -- you talked about it, it did -- the advertising net retention did tick down, I think, meaningfully from Q4 to Q1.

And I know it's a trailing 12-month rate, and so maybe there's some concept, but maybe any color on why the tick down there as well as the increase in churn rate?.

Yes. Maybe I'll start with the first one, Rishi. Look, I think that if you look at what took place in Q1, the advertising revenues did decline, and that decline came primarily from some of our larger clients pulling back. And so that would obviously then show up in the net revenue retention.

As I said, we are seeing some interesting signs from some of those same clients in terms of their expectations for the second half. I think what really did happen in the first quarter is supply chain and the other challenges that I delineated did curtail their spend, not just with us. I mean, I think you're seeing this across the entire ecosystem.

I think, look, the other thing I would also say is that the advertising business is lumpy. It always has been, and I think it always will be. And clients can move in and out week-to-week and quarter-to-quarter. So we like to look at these things on a little bit of a longer-term basis.

But really, I think it's just more a function of some of the headwinds we experienced in the advertising market in Q1..

Yes. With regards to the churn rate, I mean, it's partly arithmetic in that it's a -- this is revenue churn versus customer churn.

And since it reflects sort of a broad look over the business as opposed to sort of a key performance indicator that we manage across a set of businesses that have common characteristics, we're mixing large enterprise customers against small customers. We saw loss of revenue in a couple of spots in our connectivity business, which are large contracts.

But interestingly, that was one of our best-performing businesses for the quarter and adding new revenue. So it's a little bit of a mix issue, and it just comes out in the math.

And I believe we'll continue to look at these metrics and refine them and make sure that they're the right indications of the business overall, which again, is a complex mix of different businesses..

And the next question is coming from Shyam Patil from SIG..

Congrats on the good results considering the environment. I had a couple of questions. Vivek, you kind of talked about in your prepared remarks, about the M&A environment being favorable, and then Bret, you kind of reiterated that in your remarks as well.

Can you guys just elaborate on that? Does this mean that you're seeing more opportunities? You're seeing potential to close even with the volatility in asset prices? And then second question, Bret, I know you don't guide by quarter, but I was just wondering if there's any color you could provide just on how to think about the revenue and EBITDA distribution between the third and fourth quarters?.

Thanks for the question, Shyam. So with respect to M&A, I take one step back and just reflect on what we accomplished last year, which I think is exciting when we think about our go-forward acquisition program.

So through a variety of actions, including the spin-off of consensus, and the disposition of other assets back up, some voice assets, et cetera, what we now have today are 7 discrete platforms of the company, platforms for acquisitions. We have our tech platform, our shopping, connectivity, gaming, health, cybersecurity and martech.

Each of those has a robust pipeline of opportunities and they're competing, as you know, for the company's capital. So we've got 7 really strong platforms on which to transact and acquire within those entities. At the same time, at corporate, we're always looking for the eighth platform.

So what that creates is a fair amount of just deal sourcing and activity. What we're seeing on the seller side of the market is something I haven't seen in the 10 years that we've been doing this, which is sobriety. And you're certainly seeing it in the public market, but you're absolutely seeing it in the private markets. We're seeing that.

And so from our point of view, the combination of how we're structured today, the views amongst the -- in the marketplace amongst sellers, and then add to that, we've never had a balance sheet like this. We've never been in the liquidity position like this. So from my point of view, this is a very exciting time for the company.

And what you should interpret, I think, is that we are going to be very acquisitive. We think that this window will stay open for some time. We will continue to be highly disciplined as we always have been.

But if we've been able to construct over the last 10 years, a company that, of our size, deploying $2.8 billion in capital doing, at our midpoint, $540 million, $550 million of EBITDA, I’d start to get very excited about what we can do in a different environment and how we can generate even better returns for shareholders..

And with regards to the second question, first, thanks for recognizing we don't provide quarterly guidance, but maybe I can connect a couple of dots for you. So we, of course, have our Q1 results. We've already commented that we expect similarities in the second quarter.

And on our fourth quarter conference call when we presented our guidance for [2002], we highlighted that we thought the revenue sort of distribution over the year would be lower in the first quarter on the order of 20%, we were in and around that, and higher in the fourth quarter on the order of 30%, which is our seasonally busiest and strongest quarter with regards to revenue, particularly advertising revenue.

So if you kind of connect those dots, you might be able to get a distribution over the course of the year.

We're obviously expecting second half strength, and that is -- there's a lot of dependencies there, including the macroeconomic environment, which is get through the year, it's been less than friendly, but we feel good about the numbers, and we'll continue progressing towards those goals..

[Operator Instructions] The next question is coming from Charlie Erlikh from Baird..

I wanted to ask again about M&A. Vivek, it sounds like it's a very exciting period for you guys.

Could you just comment maybe on the size of the deals that are in the pipeline, maybe what we can expect from a frequency standpoint? Any more color on that would be great just in terms of the size and frequency in the pipeline, or maybe are you guys shifting more to larger deals or more smaller deals? Any color on that would be great..

the Everyday Health deal, the RetailMeNot deal, those were deals in the $400 million territory, which is how I would define large for our company. We're certainly not averse to those deals either, and we have the capacity to transact at that level. Any larger than that, that would be unusual for us. We haven't done it.

I think it's too much of a concentrated risk. But if the investment profile and returns are that compelling, we certainly don't shut off from that as well. So we do take a look at quite a bit, but I think our wheelhouse is in the $75 million to $150 million of value type proposition. And we certainly are still open to deals that are smaller than that.

So I think our preference has been, will continue to be to spread capital. In terms of frequency and velocity, we try not -- I try not to ever answer that question, because I don't want that to be what is a goal for anyone inside this company. To me, we're trying to deploy capital over long periods of time in the most thoughtful and sensible manner.

I don't want to start to set targets on deploying X capital by Y time. It's not who we are. It's not what we do. It's not what we've done over the past decade. So I wouldn't want to depart from that. And as I said, I believe this shifting in the environment is not going to be the small window. I think we're going to see this for a while.

And so I think we can continue to be patient and not be concerned that all of a sudden assets will -- the valuations will rise unduly in a short period of time. I don't anticipate that happening..

Okay. No, that's really helpful. And then, Vivek, you also mentioned in the advertising business, you guys saw fewer clicks on your sites.

I'm wondering if you can just expand a little bit on that? And maybe the potential causes of that and your confidence in that turning around in the second half?.

And that really relates to where we saw issues and pressure. So in the advertising business, just as a reminder, the health and gaming and entertainment advertising businesses and categories were growers for us and did very nicely in Q1. It is tech and shopping where we saw declines.

Those declines were primarily in our performance marketing and specifically within affiliate commerce. And as a reminder, affiliate commerce is when we generate clicks from our properties to an e-commerce site. If the customer transacts, we get a commission on the value of that transaction.

That is the affiliate commerce business, that is an important part of our performance marketing business and an important part of the tech and shopping vertical.

So when we say commerce clicks are down, it's the same as saying that e-commerce sales that we get compensated on were down, which is a, I think, probably seen in many places, very tough comp. 2021 Q1 e-commerce was bananas. And so looking at that against this year is tough as people have returned to in-person shopping, a very tough comp.

For us, in particular, remember, we're lapping RetailMeNot, which is the single largest source of affiliate commerce and commerce clip, so that probably gives you some texture. It's all sort of saying the same thing, all where we've had our issues. So hopefully, that's helpful..

And the next question is coming from James Breen from William Blair..

So I guess just to talk more about that a little bit. Obviously, some weakness from supply chain issues at advertising, right? They don't want to advertise for a product they don't have, I guess. And then obviously, what's going on in the economy.

At what point for you -- is there like a tipping point where the economic pressures on the business are more -- drive more than the supply chain issues, and you really have to shift to more of an M&A focus to pick up assets that are cheap at the time? And we don't see -- it seems like the supply chain stuff is more -- potentially could snap back sort of as the pandemic improves or post-pandemic, but the economic stuff could weigh on the business a little bit longer?.

Yes. No, Jim, I mean look, it's hard, as you know, to forecast the macroeconomic dynamics at play, and we can control what we control. What I will say to you is, though, that you're right, like our business model is such that it's the factors that create pressure, near-term pressure on our revenues exist.

On the flip, it creates a very benign environment for us as a buyer. And so that is a hedge, and that is an opportunity for us, and that, we view these as temporary. These are not existential, these are not systemic.

These are moments in time, interruptions and disruptions generally that impact nearly everyone, and impact us in these very specific ways. But we're confident that they're not permanent, and that at the same time, we could acquire an asset at a price that is the price. That won't change. And if that price is attractive, that is exciting.

So for us, it's -- I can't say we're in a can't lose situation, but it does feel like we've got an interesting dynamic here. But at the same time, we believe that some of the pressures in Q1 are unique to us, and the RetailMeNot piece, by the second half, the comps get better and easier for us. And that shouldn't be lost in this equation.

And as I've said, the investments we've made up until this point in product I think will help us in the second half as well. Now obviously, if the economy destabilizes further or worsens, that's a different dynamic. But right now, we are seeing signs of some improvements that we think will show up mostly in the second half..

The next question is coming from Jon Tanwanteng from CJS Securities..

It's Stefanos Crist calling in for Jon, can you just give us your thoughts on your preference for M&A versus share repurchases today?.

Look, I think as Bret described, and as we have said in the past, as capital allocators, we are always weighing the various options for our capital, which generally, for us, our acquisitions, as you said, share repurchases, we've done some debt repurchases and then obviously, capital expenditure.

And look, I think that when we see the market value in the company in the way it is today, we're at a historically low multiple.

I think we have a, what I view as a very strong Q1 print, I feel like 5% top bottom line in this environment, really organic essentially getting close to flat if you take -- if you exclude RetailMeNot and some FX headwind, I think, a very good outcome, strong margins.

And so when we see the market presenting investment opportunities in our own stock, we have been opportunistic historically. At the same time, when we see the market presenting acquisition opportunities, we like to deploy capital that way.

The good news right now is there's a fair amount of capital for us to really think through the capital allocation mix, and that's no different than at any other time. This has been the way we've been operating now for the last handful of years, really since I've come in as CEO..

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

Thank you very much, Paul. We appreciate you all joining us today for our Q1 2022 earnings call. We issued a press release earlier this month regarding the investor conferences we plan to participate in during the month of May. And later this month, we'll announce conferences that we plan to participate in during the month of June.

We hope to see some of you at those events. And again, thank you for your interest and your participation. Have a great day..

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