Ziff Davis, Inc.

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Thanks for holding. We appreciate your time and patience. Please stay on the line and we'll be back in just a moment. Good day ladies and gentlemen and welcome to the Ziff Davis fourth quarter and year end 2023 earnings conference call. My name is Paul and I will be the operator assisting you today. At this time all participants are in listen only mode. A question and answer session will follow the formal presentation. If anyone should require operator assistance during the conference, please press star zero on your telephone keypad. On this call will be Vivek Shah, CEO of Ziff Davis and Brett Richter, Chief Financial Officer of Ziff Davis. I will now turn the call over to Brett 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 Q4 and fiscal year 2023. As the operator mentioned, I am Brett 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 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 .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 procedure for asking questions. In addition, you can email 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 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 slideshow for the 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.

Thank you, Brett, and good morning, everyone. Our fourth quarter financial results give us confidence that we've turned the corner as a company and that our business is set up for solid growth in 2024. The second half of 2023 represented a meaningful improvement over the first half. And while 2023 was the first and hopefully last time in our history as a public company that revenues fell, our outlook for 2024 reflects a clear return to growth. It's also worth reminding everyone that during what was a very challenging operating environment, Ziff-Davis revenues declined a relatively modest .4% over the last two years. Adjusted EBITDA over that two-year period was essentially flat. I believe it's a valuable reminder of the resilience and downside protection offered by our portfolio approach. Our diversification in ad categories and the combination of advertising, subscription, and licensing-based internet businesses has allowed us to maintain a very attractive financial position and build an enviable balance sheet during what has been an eviscerating period for many in our industry. We view ourselves as being in a position of strength and believe 2024 represents an inflection point for us. In our digital media segment, while we were down a little more than a percentage point in revenue in Q4, continued headwinds at our B2B tech business, we saw high single-digit growth for the first time in 2023 from our consumer tech properties. That's a very positive sign, as the tech category has been the most significant headwind for us these past two years. On the B2B side, we anticipate stabilizing the business based on a strengthening of the enterprise tech market in 2024. IGN had another solid -single-digit growth quarter, as did Humble's core Bundles business. In Q4, IGN and MapGenie launched innovative video ad solutions, significantly boosting our video ad inventory to meet rising advertiser demand and spend. The game publishing side of Humble continues to see delays in game releases and lower sales representing a drag on growth in the quarter. Our connectivity business had a terrific low-teens growth quarter, with SpeedTest hitting an incredible milestone, with 50 billion tests taken and ECHOHAW AI Pro winning 2023 Innovation of the Year from the Wi-Fi Awards. Our connectivity business has been the strongest and most consistent grower in the portfolio. Our health business has also been a steady contributor of growth, capping off a year of high single-digit revenue growth. Notably, Luzit achieved record bookings in Q4. We believe Luzit's success will be buttressed by the popularity of the new GLP-1 class of weight-loss drugs, which require an even greater focus on diet and nutrition to promote healthy weight loss. Shopping was a tale of two cities. While RetailMeNot's total commissionable orders were up in the quarter, reflecting a relatively strong holiday season, we saw a decline in average order value. Along with continued pressures at offers.com, the shopping business tipped into negative territory. However, our shopping business is set up for a strong 2024 with organic improvements and the addition of a recently acquired gift card business. In our cybersecurity and martech segment, the trend of -over-quarter improvements continued. Revenues fell approximately 4% with VPN representing the vast majority of the drag. The good news is that we believe our sustained efforts at VPN customer acquisition are paying off, and we're confident that we will be back to growth in the second half of 2024. Our email marketing business' growth rate improved to high single digits, and we believe that this momentum will carry into 2024. A major focus for email marketing will be expanding our -to-market reach. In Q4 2023, we expanded our outside sales capacity to better engage mid-sized enterprises, and we recently released the first in a series of upgrades to our APIs, which should better enable us to sell through independent software vendors and SaaS marketplaces. Email marketing is another example of our multi-year strategy in which we acquire businesses with the initial focus on managing them to a strong, profitable core, and then building organically off of a solid foundation. This -to-grow strategy is playing out in our Moz SEO business right now. It's solidly profitable, and with new leadership installed at Moz, our focus has shifted to getting it to growth. For 2024, the midpoint of our guidance represents .6% of revenue growth, reflecting improvements in organic growth, along with the contribution of revenues from recently acquired businesses. It excludes the contribution from any additional acquisitions we may consummate over the course of the year, and we're increasingly bullish on our ability to close deals as the M&A market thaws. In 2023, half of our businesses grew organically and half declined. In 2024, we anticipate that ratio to substantially improve, with a lion's share of our businesses growing. And to be clear, we expect all of them to return to growth by 2025. We don't believe in owning businesses in structural decline. Cycles happen, and impermanent headwinds emerge, and we've proven highly adept at managing those. The key to our acquisition system is having the discipline and vision to distinguish between cyclically challenged businesses and those that are structurally challenged. We believe 2024 will be a noticeably improved environment for M&A. We believe the valuation gaps are closing, private equity owners are eager for liquidity, and strategics are rationalizing portfolios. Our pipeline is filling up, and our balance sheet can support a substantial amount of deal activity. Now, let me discuss just a few of our AI initiatives. Across the organization, we're continuing to leverage AI for exciting new product experiences and efficiencies across our operations. In Q4, Ecahow launched new AI-enabled product features to their Optimizer product. The upgraded Ecahow Optimizer features AI-driven insights for improved Wi-Fi performance, identifying configuration and design-related issues. It delivers customized optimization recommendations and proposed configuration changes to the network. Our What to Expect property rolled out an innovative AI Shopping Helper for expecting parents. This tool interprets consumers' needs from their inputs, and uses our database of expert-reviewed content to deliver customized product recommendations. Similarly, Healthy Careers introduced a new AI Career Companion. This conversational chatbot enables healthcare job seekers to describe their ideal job scenario and receive customized job listings. Healthy Careers also rolled out an AI-driven cover letter creator, designed to align user profiles and resumes with specific job listings, providing them with a tailored cover letter to support their job application efforts. Our Loozit app took a significant step forward by integrating an AI-enabled feature that simplifies the way users log meals. We believe utilizing voice commands in natural language, as compared to typing in meals consumed, makes the app much more accessible and user-friendly. With a full rollout scheduled for all users in the second quarter of 2024, we're excited about the potential this feature has to enhance user engagement and streamline meal tracking. We remain enthusiastic about the value AI can bring to Ziff Davis. But we do not accept AI platforms using our copyright content without rightful compensation. Our highly researched and carefully verified articles significantly contribute to Gen.AI training datasets. Analysis by the Washington Post and the Allen Institute for AI highlights Ziff Davis as a top source of text for Google's C4 LLM training dataset, ranking us alongside publishers such as the New York Times. In fact, we were the fifth largest source of tokens in that analysis. We are committed to defending our rights and pursuing licensing agreements. To that end, we are actively engaged with the News Media Alliance as it explores potential licensing frameworks to more effectively manage the use of publishers' content. As I've stated before, we believe both of these statements to be true. AI has the transformational potential to create meaningful value for Ziff Davis, and AI companies must respect our copyrights. Finally, let me provide you with an update on our ESG efforts. Last summer, we submitted the CDP Climate Questionnaire, widely considered the gold standard of environmental reporting. We were very pleased to learn that just a few weeks ago, we received a B, a highly respectable score, especially as a first-time participant. We look forward to taking part in CDP annually and making it a component of our ongoing reporting. With respect to our 2030 science-based emissions reduction targets, we are actively working with our largest suppliers to ensure we are on track to meet our targets. On the social front, I'm pleased to share that we earned a score of 100 on the Human Rights Campaign Foundation's 2023-2024 Corporate Equality Index. Ziff Davis was once again named one of the best places to work for LGBTQ plus employees. As it pertains to governance, over the past year we've refreshed our board of directors, adding three directors who bring valuable perspective and experience. Janet Barston, former KPMG Global Audit Sector Leader for the tech industry. Kirk McDonald, former CEO of Group M North America. And Neville Ray, former President of Technology at T-Mobile. Our board has never been stronger. 2024 is off to a promising start. With momentum in several of our businesses and our first M&A transaction of the year already closed, we believe that Ziff Davis is well positioned to execute upon our total growth strategy and return to creating shareholder value. With that, let me hand the callback to Brett.

Thank you, Vivek. Let's discuss our financial results. Our earnings release reflects both our gap and adjusted financial results for Q4 and fiscal year 2023. We will focus our discussion today and my commentary will primarily relate to our Q4 2023 adjusted financial results and their comparisons to prior periods. Let's turn to slide four for the summary of our quarterly financial results. Fourth quarter 2023 revenue was $389.9 million as compared with revenue of $396.7 million for the prior year period, reflecting a decline of 1.7%. Q4 adjusted EBITDA was $167.6 million as compared with $168.3 million for the prior year period, reflecting a small -over-year reduction. Our adjusted EBITDA margin for the quarter was 43%, an improvement as compared with the .4% margin that we reported for the prior year period. We reported fourth quarter adjusted diluted EPS of $2.33. This figure reflects a .1% increase as compared with our Q4 2022 adjusted results. Turning to slide five, fiscal year 2023 total revenue declined .9% to ,000,000 as compared with fiscal year 2022. Adjusted EBITDA declined .9% to $482.3 million as compared with fiscal year 2022 adjusted EBITDA, primarily reflecting the decline in revenue. Our adjusted EBITDA margin for fiscal year 2023 was 35.4%. Adjusted diluted EPS declined .9% to $6.19 as compared with fiscal year 2022 adjusted diluted EPS. As we have discussed, the primary contributor to our 2023 fiscal year revenue decline was our B2B technology business. With regard to the fourth quarter of 2023, consumer tech, connectivity, email, IGN, and health and wellness each contributed positive organic growth. Excluding B2B, Q4 2023 revenue would have declined only .3% as compared with 2022, and fiscal year revenue would have grown slightly. Overall, 2023 was a challenging year. However, our second half results reflect significant improvement as compared with our first half results. For the full fiscal year, despite pressure on growth and a modest total revenue decline, we generated significant adjusted EBITDA and adjusted diluted EPS. On slide six and seven, we have provided performance summaries for our two primary sources of revenue, advertising and subscription and licensing. Slide six reflects our Q4 and fiscal year 2023 advertising revenue. Q4 2023 advertising revenue declined .7% as compared with the prior year period, and fiscal year 2023 advertising revenue declined by .2% as compared with 2022. Excluding our B2B tech business, advertising revenues would have declined by .4% in Q4 and .9% for all of 2023. Our net advertising revenue retention, an annual trailing 12-month statistic that we update quarterly, was approximately 87% for Q4 2023, reflecting recent pressures on digital advertising revenues. As defined in the slide, in the fourth quarter, Ziff Davis had 1,943 advertisers with an average quarterly revenue per advertiser of approximately $120,000, slightly higher than the comparable Q4 2022 metric. Slide seven depicts our subscription and licensing revenue performance. Q4 2023 subscription and licensing revenue grew .1% as compared with the prior year period, and these revenues grew .1% during the last 12 months. The table on the bottom of slide seven includes subscription and licensing metrics to the last eight quarters. Sequentially, total subscription and licensing customers decreased modestly to ,266,000, primarily reflecting growth at Luzit, offset by a decline in our VPN and Humble Bundle subscribers. Sequentially, our average quarterly revenue per customer increased to $44.77, and subscription and licensing churn declined 34 basis points, sequentially to 2.86%. The improvements in quarterly revenue per customer and churn reflect a number of factors, including the impact of strong performance within UCCLA. With regard to the balance of our revenue, the company's Q4 2023 other revenues declined year over year to $10.5 million from $14.4 million in Q4 2022, primarily reflecting lower revenue from our video game publishing business. Slide eight reflects organic and total revenue growth rates for the 2021 to 2023 period. Revenues from businesses owned for at least a full 12 months are included in organic revenue, while inorganic revenue relates to businesses we've owned for less than 12 months. Fourth quarter 2023 organic revenue declined 2%, including the declines at B2B. Please refer to slide nine. As of the end of Q4 2023, we had $738 million of cash and cash equivalents and approximately $168 million of short and long term investments. We also continue to have significant leverage capacity, both on a gross and net leverage basis. As of the end of 2023, gross leverage was 2.1 times trailing 12 months adjusted EBITDA, and our net leverage was 0.6 times and only 0.2 times if you include the value of our financial investments. During 2023, we deployed capital to repurchase approximately $109 million of our common shares. We did not repurchase shares during the fourth quarter. We also did not close any acquisitions during the fourth quarter. The strength of our balance sheet is one of our most valuable assets, particularly in the context of our M&A strategy. We continue to be active in the pursuit of transactions of various sizes across all of our businesses. Having closed one transaction already in 2024, we look forward to returning to a level of acquisition activity that is more consistent with our company's history. During 2023, we deployed approximately $25 million of capital in support of our current and prior period M&A activity. Turning to slides 11 and 12, I'll provide a few additional details related to our guidance range. We believe our guidance range reflects the positive momentum that we are seeing in several of our businesses and the expectation of certain performance improvements in others. We believe the macroeconomic environment is stabilized as compared with this time last year, and while we would not yet characterize the macro as strong or without risk, our expectations for 2024 do assume that the current environment remains stable. The high end of our guidance for 2024 revenue, adjusted EBITDA and adjusted diluted EPS, reflects growth rates of approximately 7.8%, 8%, and .4% as compared with the unaudited results we present today. The low end reflects growth of approximately 3.4%, 3.7%, and .9% respectively. Each of these growth rates are significantly higher than the expectations for 2023 that we discussed at this time last year. Our EPS guidance reflects the adjusted EBITDA range adjusted for net interest expense, higher depreciation from our recent capital investments, and slightly higher taxes, each as compared with 2023. It also reflects the absence of $3.4 million of other loss that we reported in 2023. The midpoint of our guidance reflects mid to high single digit growth in advertising revenue, subscription revenue and licensing revenue growth in the low to mid single digits, and low double digit other revenue growth, each as compared with the prior year period. The midpoint also reflects modest growth in the first quarter and the year's highest rate of growth in the fourth quarter. Revenue growth is a function of both organic growth and inorganic growth from recent acquisitions. We expect a return to positive organic growth in the second quarter, with the first quarter reflecting relatively flat organic growth year over year. Given the seasonality of our digital media properties, we anticipate that more than 20% of our revenues will be realized in the first quarter, with approximately 30% expected for the fourth quarter. At the midpoint of our range, the company expects to have an adjusted EBITDA margin of approximately .5% for the year. We have slightly raised the range for our projected tax rate to an annual rate of between .25% and .25% to reflect our anticipated earnings mix and increases in certain local tax rates. Note, these rates are expected to fluctuate quarterly. Additional details related to our anticipated share count are outlined on the slides as well. Note that these figures do not assume additional share repurchases, which may occur during the fiscal year 2024 period. The guidance range reflects a return to growth for our company, and we believe that this plan, which reflects both positive organic growth and the impact of recent acquisitions, places us on a path back towards our long-term total revenue and adjusted EBITDA growth rate targets of approximately 15%. We further believe that this guidance reflects the proper balance of pursuing investments in our business to support growth opportunities in 2024 and beyond, and our focus on delivering profitable growth, robust, adjusted EBITDA margins, and free cash flow generation, all tenets of our value creation strategy. And note that our 2024 guidance does not reflect any additional 2024 M&A, which could represent upside. 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 18, which includes a reconciliation of free cash flow. Our 2023 free cash flow was $211 million. As shown on slide 18, Q4 2023 free cash flow reflects a substantial improvement as compared with the prior year period, in part reflecting an improvement in working capital as compared with the balance of 2023. 2023 was a challenging year, and while we are proud of our overall performance, which demonstrates the resilience of our diversified business model, we have now turned our attention to 2024 and are energized to pursue and achieve our plans. With that, I would now ask the operator to rejoin us to instruct you on how to queue for questions.

Thank you. We will now be conducting a question and answer session. In the interest of time, we ask that you please limit yourself to one question. If you would like to ask a question, please press star 1 on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star 2 if you would like to remove yourself from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. One moment please while we begin. The first question today is coming from Corey Carpenter from JP Morgan. Corey, your line is live.

Oh, great. Thank you. I had to first, Vivek, I'm just curious how you would characterize the overall health of the ad market in the fourth quarter relative to the prior quarter in the trends that you're seeing year to date. And then secondly, more broadly beyond advertising, just if you could expand a bit on what you're seeing that gives you the confidence in the accelerating revenue growth in 2024. Thank you.

Yeah, thank you, Corey. So maybe I'll start with Q4. And you know, when I think about the ad market, as you know, I think about it by category because it's the best way I think to unpack what's going on. So in Q4, the gaming category, the health and wellness category were very strong. Shopping, as I mentioned, and retail was interesting for us in the sense that great volume, but lower average order value for the commissionable orders that we drove. I look at that as just, you know, sort of less of a statement about the health of retail. I think it's quite healthy. I just think a mix of the type of transactions that we drove. So I look at those verticals as strong. And then in tech, I was really pleased to see that the consumer side of our tech business grew. And that's a very positive sign. So from our point of view, that was important to see. B2B continued to be a challenge. It was in Q4 and for the full year. And just as a point of reference, nearly the entirety of our ad decline in 2023 was a function of tech. So tech is the space we're watching. We believe we're at a point where on the enterprise and B2B side of the tech ad category, we've hit bottom. There's some good signals we're seeing, at least within the early goings of 2024. So I think, look, generally healthy and it's reflected in our guidance. We think that in the end, the pieces that have been growing will continue to grow. And that the areas where we have had challenges, we're going to see certainly sequential improvements. And that's kind of, to me, it's all about the slope and the slope is positive.

Thank you. Thank you. The next question is coming from Shweta Kajuria from Evercore ISI. Shweta, your line is live.

Thanks for taking my questions. My first one is on cookie deprecation. And I know, Vivek, you've talked about contextual advertising and that you may not be as impacted from deprecation. But I guess my question is, are you seeing any early signs of whether contextual advertising is actually benefiting you as cookies will be deprecated and it's still in the testing phase? So any comment that you may have on that would be helpful. And then my second question is, just on the overall M&A environment, your language seems a little bit more optimistic for 2024 in terms of healthier pipelines, strong balance sheet, what you may be seeing on valuations, any update on how we should think about it? Thank you.

Two great questions. I'll start with the deprecation of the third-party cookie, which, as you know, has started after many years of delay from Google. And so by the end of the year, the Chrome browser, which is the dominant browser in the marketplace, will no longer allow for third-party cookies. And that has meaningful implication for advertising models that do rely on audience targeting and targeting users across multiple websites. As you know, that's not what we do. We target advertising based on context and the environment in which we find the user. We do use a fair amount of first-party data, which is our own demographic data that we have on our audiences to target advertising. That will not be affected at all. So with respect to our business, the deprecation of the third-party cookie is largely a non-event for us. Whether or not that translates into what you're asking, which is, well, then, will the pendulum in the market swing to contextual, premium content targeted advertising? That's the theory. You know, it's too early for me to say that that theory is yet proving and, you know, being demonstrated. And it's not built into our guidance. To be very clear, our guidance is not a function of a pendulum swinging towards properties like ours. But the theory in the marketplace by many is that what you're describing will happen. The other thing that, you know, I think is I think is important about all of this is that in the end, I do think it also comes down to performance and the degree to which the third-party cookie deprecation impairs the performance of competing ad platforms. And our ad platforms continue to perform. And as you know, we're very focused on performance driven solutions, both in terms of our performance marketing services, but also even within display and holding our display advertising to performance metrics. We should be advantaged in that framework as well. On your second question relating to M&A and, you know, my views of this, look, we are we did our first acquisition. I mentioned in the prepared remarks, the bolt-on acquisition for our shopping business, a company called TDS, which is in the digital gift cards business. We like this business because it helps merchants with customer acquisition and fundamentally our shopping business, at least on the merchant side, is about customer acquisition and driving customer transactions. So it's a really nice glove fit for what we're doing. We're off the board early, which was a good thing to see. I do believe, as I've said, that the valuation gap seems to be closing between buyers and sellers. And I think we're into the third year of this in terms of an M&A market that's been relatively inactive. And I just get a sense that we're now at the point where certain owners, PE owners, strategic owners, are looking to transact. So, you know, again, you know, there's a lot of year to play out and, you know, we'll see. But, yeah, I think generally speaking, we think we're going to be pretty active in the M&A market this year.

Thanks, Rebecca.

Thank you. Thank you. The next question is coming from Egal Arunian from Citigroup. Egal, your line is live.

Hey, good morning, guys. Just first follow up on the cookie question, just to be clear. Is there any cookie based advertising for you guys or targeting at all or is cookies just a zero?

So, there is single digit millions a year of revenue relating to reach extension where we look to reach our audience off domain on third party properties. That requires cookies. Having said that, the evolution, so it's small number, but the evolution of that, we believe will go to email hash ID based matching of users. And we have an email database in the United States in excess of a hundred million. So email data collection has been a priority at this company for years, partly in anticipation of this. And so I might flip it, Egal, and just say that we're now thinking about we have an asset here that allows for reach extension and off domain targeting, given that we have this pretty large asset. Should we be leaning more into that in this in this period of time where cookies are being deprecated? So the answer is it's small. The thing that's going to replace, we believe, cookies will be email hash. And we believe we're very strong there. We also are unsold ad inventory. So, as you know, when we look to sell our advertising inventory, we do this on an insertion order basis. We are not focused on the programmatic monetization of our inventory. That has never been a focus for our company. But when we don't sell advertising, that advertising is bought on a programmatic basis. And if yield starts to suffer in the programmatic land because CPMs start to suffer in the programmatic land because of cookie deprecation, then presumably our yield on programmatic would come down. But again, we're talking, you know, low like a couple of points of revenue is the representation of programmatic at the company. So, no, but even there, it's not always clear when people are buying us programmatically, are they buying contextual? Are they buying domain targeted? Are they buying a cookie match? Can you use an email hash match? There's a lot in there. So overall, my view of cookie deprecation is difficult for many in the ecosystem, neutral to possibly positive to us.

Okay, really helpful. Certainly lots of keep an eye on cookies as we go through the year on a Gen. I and I guess I search particular. You know, you've given some data points in the past around how you thought Gen. I search was driving traffic, you know, we're incrementally more traffic to you guys. Is that still the case? Do you still see that happening? You know, I know it's still small, but, you know, how do you think about that? And how does that factor to how you're thinking about, you know, pursuing licensing with the media alliance, you know, scraping your data?

Yeah, so so we do continue to keep track and the trends continue. So, again, being being the only Gen. I search engine in wide circulation continues to drive a significant amount of growth in referrals and significantly greater than their overall growth. So being continues to be a very good and growing traffic source for us. And then, as you know, on the Google side, the experience, as they call it, which is their Gen. I experience is not in wide circulation. It is in Google labs. And the only thing we can really see there is the rates in which we are seeing generative responses to queries and that is dropping. So, you know, I forget the statistic, but I think it's now under 20 percent of queries that lead to traffic for us even have a Gen. I response. So the rates of Gen. I inside of the search experience are actually going down. We can speculate as to why that happens, but I think they're trying to test to see what queries. Will what queries require a Gen. I response and improves the overall experience and which don't overall. I think that theory that we were hearing that Gen. I equals zero clicks and therefore publishers won't get click. I don't see it. There's no evidence of it. In fact, it's been the contrary. So I kind of look at that one is a bit of a settled issue in my own mind. We're going to keep watching it, but I don't I don't. That's not the piece of the Gen. I Gen. I equation that I'm thinking a lot about the piece that I am thinking a lot about is compensation. And so, you know, as long as the search operators in their usage of large language models continue with the age old value trade of you can have access to my content to crawl from search indexing as well as Gen. I as long as I get appropriate traffic, that value equation is fine for us. The issue we have is all of these other instances of large language models using our data and I quoted some statistics in my prepared remarks. It's substantial and building businesses and revenue streams on the back of our copyright content. There needs to be compensation for that. We have registered that point of view with the large language model operators. Nothing to report except that there is dialogue going on. You have seen in the marketplace, I think some reports of deals. I think that's good to see because it demonstrates that I think some of the LLMs really understand that they do need to pay for copyright content for both training and for retrieval in a rag type system. Both I think require compensation.

Okay. And then the right way to think about that would be just all kind of incremental margin flowing through. That would just be quite quite meaningful for you guys.

It could be incremental licensing revenue. It's too early to speculate what that would look like when that would happen. I think part of this is how much of our publishers are going to continue to do one-off deals or is this going to get adjudicated in a different way and a third party will create a licensing framework that everyone can benefit from. Those things still need to be determined. Is this adjudicated in courts? Is this adjudicated legislatively? Is this done just through business agreements? All of that needs to be worked out.

Got

it.

Thanks

so much. Thank you. Thank you. The next question is coming from Ross Sandler from Barclays. Ross, your line is live.

Hey guys, just a quick follow up on that last point on the AI licensing. So there's an article out that Google's paying Reddit 60 million to scrape data for AI training. And you mentioned Vivek, some of the percentages that your websites represent in terms of I think it was tokens or just aggregate text. How do we think about like the size of Reddit and that 60 from one entity compared to the size of all your websites? And then I would envision that this is going to happen across not just one entity but a single digit handful of entities. So could you put some rough numbers around that? And I got one follow up on the ad business.

Yeah, sure. So with respect to obviously we don't have much visibility into the Reddit deal. I can say that in terms of orders of magnitude of tokens and I'm doing this a little bit from memory, but we're in the top five of tokens that were analyzed by the Washington Post and the Allen Institute. Reddit's in the top five as well. So we are within that, let's just say, cohort of large token providers. So that's one statement. As to again how this evolves, I don't know. Speaking on behalf of our company, obviously we're going to do what we can to maximize value for our company and our shareholders. At the same time, at an industry level, I have to believe that this needs to get consolidated into an industry level licensing framework and royalty framework, not unlike what you have in the music industry that's used a lot as a point of reference. I think that's where you're going to get to scale. I think it just gets hard to continue to do all of these one-off type deals. Obviously some are happening and in the end we're going to sit here and make a judgment as to really what is in our best interest, right? Is it to move early and secure a deal or to wait for things to evolve and find that the unit economics are better? It's a little early to say. And then you have to also recognize that different LLMs may be doing different things and may value different data sets and tokens in different ways. By the way, I'm only talking about the content that is available for, that can be technically scraped on the open Internet. What I am not talking about are the data sets that we have that are proprietary at OOCLA, at MODS, at Lucid for instance. That's a different set of data that I also think will have some licensing potential. I mentioned this a few calls ago in the early days and early days, meaning two years ago, we did do a licensing deal for MODS with OpenAI relating to our database of domain authorities. We probably didn't understand it then. We understand it now a little bit better. It was likely used as part of their LLM waiting and using our DA's domain authority data to wait different sources of text. So look, there's a lot here. I would say that I view these as incremental revenue opportunities, not compensation for harm. Unless there is some fundamental change in the way the search engines operate, and I don't believe that's the case.

Got it. Okay. If we go back to the ad business and we look at your guidance, the 5 to 7% for 24, how do we think about the inputs to get to that kind of revenue growth? Like if we look at traffic that you're attempting to drive more of to your sites or CPM and you mentioned the video product at IGN, things like that, how do we kind of bridge to getting to that mid-single digit number between things that you can control and just the overall ad market being in a better place in 24?

Yeah, look, I mean, there's a very unpacked category by category answer. I won't give you that in the interest of time. What I will tell you is if as long as tech doesn't decline another 20 plus percent, we're fine. And our view with the turn in consumer tech in Q4 and our view into the enterprise market stability, we don't believe that's happening again.

Thank you. Once again, it's star one. If you wish to ask a question today, please press star one. If you wish to ask a question, the next question is coming from Kunal Madhukar from UBS. Kunal, your line is live.

Hi, thanks a lot. This is Jason from UBS. I have a couple of questions. So the first one is on the M&A. I know you guys have been seeing some signs of stalling since the end of last year and that trend is continuing so far. And you also provided some general commentary on sort of the environment where strategic buyers are more room to transact. Can you unpack that a little bit? Could you provide some commentary on which industry vertical that you are seeing that trend? And also apart from that, independently, where do you guys want to grow in your portfolio?

So Jason, from an M&A point of view, our sourcing activity, as you know, comes in two ways. One is we have these seven platforms, right? And so each of our platforms, tech and gaming, connectivity and health, cybersecurity, more tech, shopping, all of these platforms are each individually looking to source deals. And I would say that they're all having success in engaging in a lot of discussions, both inbound and outbound. So there's a fair amount of sourcing that happens there. And then we're always on the lookout at the corporate level, Brett and myself, and our corporate development team looking for new platforms, new verticals in which to enter. So both sets of activities are happening. And because we have this sort of wide breadth of places to look and people who are looking, we generally see a lot. And I would say tonal, I would just say the tone in each of these is lots of responsiveness, lots of willingness to provide information in diligence processes. These are the things that I look for, right? In the end is how open are they? How willing are they to give information and answer questions? How quickly are they responding? And what we're seeing now is a lot like what we saw, you know, in the 2020, 2021 and those time periods. In terms of where I said this before, I tend to like bolt ons on the existing verticals for a variety of reasons because they're generally underwritten with a fair amount of synergy value as a function of being bolted on. And so from a cash on cash return point of view, those tend to be very good. The second thing is that we have a lot of mouths to feed here. And so the degree to which we can support the capital allocation needs of each of our seven businesses and platforms, I think we'd like to be able to do that. And the last is that these deals are sized in a way where there's a good sort of risk reward balance. Having said that, as we did with Everyday Health, which got us into the health vertical and has been, as you know, a very successful business for us, and with RetailMeNot, which has gotten us into the shopping vertical, we are always on the lookout for the next vertical. So look, I think it's, you know, it wouldn't be appropriate for me to say I favor one set over another or any one of these groups because we're in all of these verticals because we like being in these verticals. And so we hope to be able to spread it around.

Yeah, the only thing I might add is if you look back over the last couple of years and you look at where we've allocated capital, primarily we've allocated capital to our businesses that have gone through the transition post acquisition of reaching the profitable core and our healthy businesses that are either achieving or on the precipice of growth. So we've invested in health, we've invested in connectivity, we've invested in gaming. As Vivek said on his prepared remarks, I think we're starting to see that in our MarTech business, our MODS, our email business is growing. So I think as our businesses reach the evolution of sort of structural stability and through that integration phase and start on their path to growth, they become stronger candidates internally for investment capital.

Got it. Thank you so much. My second question is on sort of B2B tech space. You guys mentioned that on the call just now that you might be at the bottom for enterprise B2B space. And speaking of SpiceWorks, I'm just curious, you know, is one of these competitor tech target recently announced a merger deal with another competitor? So I'm just curious how your current view on the space has changed after the news? Thank you.

Yeah, no, obviously we follow the space carefully and we've seen, you know, the merger that you described. Look, I think at the end of the day, the SpiceWorks business, we've got a plan in place, some new talent at the organization, and we're confident in their ability to execute against that plan. As you know, we did seek strategic alternatives for the business last year, and it was a good process, probably not well-timed given what was going on in the space. I think in our view, holding the asset made more sense given where it was. And I think we're feeling good about that now because we sense that, you know, that might have been the bottom and maybe that's not the best time to be considering those types of opportunities. The other thing I will say within the SpiceWorks business that, you know, sometimes you need to go through a process like this to better understand what you have is that there is interestingly inside of the SpiceWorks business software that we provide. Helpdesk software is what it's most well-known for, which is actually free to the user and is ad-supported. And as we look at where Gen.ai could potentially have the most impact, it might be actually encoding and software development. And so we may be moving into a time where software development supported by advertising, which hasn't really happened. Ad-supported software in the enterprise or within the business has not really happened. We actually might be a moment where that is going to happen. And if that's true, SpiceWorks has an interesting position there with an existing Helpdesk software and a few other software tools for the SMB. So just another thing that came out that is a little unique and a little different that we're going to lean into. Thank you.

Thank you. And the next question is coming from Sham Patel from SIG. Sham, your line is live.

Good morning. This is Aaron on for Sham. Thank you for taking our questions. I've got two. First, Vivek, you talked a lot about the AI use cases that you're building and rolling out for users on your sites and apps. Could you please provide more of an update on how you're thinking about AI use cases to improve internal operations or productivity across the portfolio?

Well, I can talk about AI in the context of our data management platform, which is called Core. So Core is an internally built data management platform at the company that allows us to build essentially signals that emanate from every interaction between our audience and our content, our audience and our tools, our audience and our applications. And that data set is really important in informing ad placement within our properties. So there's contextual placement, but even we'll do contextual plus a demographic data signal. And that combination has been really important for us over the years. I will tell you that AI being infused into our data management platform have made our signal capture and signal analysis a lot stronger. And so the degree to which we can use AI to generate better ad performance, I think that's an example of using AI to at least, I guess, I think you're thinking productivity more in terms of margin and efficiency and that type of thing. But this is an example of where they just help us produce better revenue outcomes and better customer outcomes. The area where I can see efficiency from a cost point of view is in programming and in coding. And I sort of alluded to that in the SpiceWorks statement I just made, you know, to the previous question. But we are seeing success in using this from a coding point of view.

That's helpful. Thank you. And then second on the gaming ads business, I know this is levered to product releases in the space. For those of us who aren't as close to gaming, could you just share your view on how the product release pipeline for 2024 is looking at this point?

Yeah, so I mean, it looks it looks reasonably good. I think, again, there's some back end waiting and, you know, there's always these kind of, you know, kind of pushing into the year. I will say one thing because I want to make sure that I get this on the tape, so to speak, is you may have all heard E3 was canceled in Los Angeles in June. That is the major industry gaming event. We announced a week or two ago the launch of IGN Live, which will take place in Los Angeles on the same date as E3 has. And it's been the response in the gaming industry amongst fans and publishers and members of the ecosystem has been incredible. And so just an example of IGN using its position and leadership position in the industry. It's a really great effect. I think it's going to be a great event. So I will leave it there.

Very

helpful. Thanks, Vivek. Thank you. And the next question is coming from Rishi Jalluriya from RBC. Rishi, your line is live.

Wonderful. Thanks, Ash, for squeezing me in. Two questions from me. First, I wanted to go back and talk a little bit about the initiatives you're seeing on the VPN side to drive growth. Can you dive a little bit deeper into what can be done to improve that business outside of obviously the macro environment and anything external? And then I wanted to go into AI. How is that going to impact the actual P&L? What sort of impact are you thinking about either on the gross margin side with higher COGs and AI workloads or R&D as you build out some of these AI features and functionality? Thanks.

Yeah, so just on the VPN side, you know, the issue we had had on VPN was really a customer acquisition issue. We were getting priced out in the affiliate channels against competition who were willing to pay bounties and endure customer acquisition costs that were quite a bit higher than LTV. It was sort of an upside down chase for subscriptions. That is started to mitigate. And I think, you know, you can't, our competition really couldn't continue that in perpetuity. So in 2023, I think our signups grew something like 15 percent. Our new billings grew 33 percent. So as that starts to play itself out, we're going to flip the equation and really turn to growth. I also think that the product has significantly improved. A lot's been done product wise to improve its efficacy and its performance, which really helps drive retention. So there's a lot going on. We've also got some white label things that we do that are unique to us. And we've got some interesting white label partnership opportunities in front of us. So all of that, I think, adds up to why we are feeling good about VPN coming back to growth in the second half of 2024, which is really important for our service security and MarTech segment. Just to finish up on your last question, you know, Richie, I would say right now, AI is not showing up in the P&L from the point of view of a cost savings or a significant change in our CAPEX. I think we are integrating it into our workflows. We're finding ways to do it. I think efficiently, we're certainly hiring people, but not in a way that, you know, that has a radical impact on our level of capital expenditure or on our mid thirties EBITDA margin.

All right. Wonderful. Thanks so much, Vivek.

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

Thank you, Paul. Thank you, everyone, for joining us today as we wrap up 2023 and turn our attention to 2024. As we put out a release, we'll be participating in conferences in the coming weeks, and we hope to see some of you there and again on our first quarter call.

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