Ziff Davis, Inc. (ZD) Earnings Call Transcript & Summary

Good afternoon, ladies and gentlemen, and welcome to the Ziff Davis Investor Update Conference Call. My name is Paul, and I will be the operator assisting you today. [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, Paul. Good afternoon, and welcome to our investor call to discuss Ziff Davis' recent announcement regarding our Connectivity business. 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. After brief prepared remarks, we will be conducting a Q&A session. The operator will provide instructions regarding the procedures for asking questions. In addition, you can e-mail questions to [email protected]. First, allow me to read the safe harbor language. This call 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. We refer you to the discussions in those documents as well as in our press release regarding safe harbor language and forward-looking statements. And with that, I'd like to turn the call over to Vivek Shah, Chief Executive Officer of Ziff Davis.

Thank you, Bret, and good afternoon, everyone. As we announced today, we have entered into a definitive agreement to sell our Connectivity business to Accenture for $1.2 billion in cash. This is a transformative deal for Ziff Davis, representing a significant realization of value for our shareholders and a concrete illustration of the quality of the underlying businesses in our portfolio. We've been consistent in our view that the market does not fairly value our company and have been and remain committed to addressing this discount. The sale of Connectivity represents a valuation of approximately 14.5x its 2025 adjusted EBITDA less CapEx and over 5x its 2025 revenues. Just to frame the magnitude of this deal, the sale price is greater than the pre-announcement market cap of the whole company, even though the remainder of the company generated approximately $385 million of adjusted EBITDA in 2025. We expect the transaction to close in the coming months, contingent upon certain closing conditions. I'd like to thank our colleagues at Connectivity, especially its President, Stephen Bye, for building a terrific business that delivers best-in-class network intelligence and optimization solutions to service providers, enterprises and regulators all around the world. The Connectivity team is thrilled at the prospect of joining Accenture, a leading global solutions and services company. Following the closing, we will evaluate the best use of proceeds for the benefit of our shareholders. Possible options include reevaluating the leverage on our balance sheet, repurchasing shares, exploring dividends and reinvesting in our businesses through M&A or other general corporate purposes. We believe that the fear in digital media markets presents us with a number of opportunities. While we've experienced the headwinds, we've also shown remarkable resilience in the face of these pressures and believe we have a great track record in business transformation and value creation. Just as we were the company that successfully navigated the shift from analog to digital, we believe we have the people, platforms and experience to navigate the AI shift. It's not often we get to speak in detail about investment returns in our M&A program, given that asset sales have historically not been common at Ziff Davis. But with this transaction, it's worth sharing some details. We started the Connectivity business with the acquisition of Ookla in 2014. It was largely an advertising-based business at the time, but we could see its potential as a subscription-based data business. Over the years, we made several important tuck-in acquisitions, including Downdetector, RootMetrics and Ekahau. We spent approximately $380 million on acquiring Ookla and its tuck-ins and generated an estimated $650 million of cumulative adjusted EBITDA less CapEx since the original acquisition. As a result, this sale represents an approximate multiple on invested capital, or MOIC, of 5x and an estimated unlevered pretax IRR in excess of 25%. Unless you think that Connectivity is an anomaly, I point you to some of our divisions that have had similar or even stronger growth rates. As such, if the market discount in our stock persists, we will continue to consider value-creating opportunities for other parts of the company, especially those that would allow our businesses and their employees to thrive and continue to grow. As I mentioned on our third quarter earnings call last November, when we first announced our exploration of value-creating opportunities, we feel an obligation to reward investors for their patience. With this transaction, I believe we will be able to do just that by unlocking some of the intrinsic value in our company. And with that, I will now ask the operator to rejoin us to host the Q&A.

[Operator Instructions] And the first question today will be coming from Shyam Patil from SIG.

Congrats on the sale. Vivek, you've shown over the years, just your ability to buy, scale and monetize assets and you've kind of on various ways, whether it's through a spin with Consensus and now kind of a sale. I had a couple of questions. First one, can you talk about the sales process a little bit, just how competitive it was? And then second, how do you view the Ziff Davis strategy from here? Or how should we view it? You talked about various ways in which you can use the cash. You obviously have a lot of cash. You could lever up as well if you wanted to. But how excited are you about deploying meaningful cash into M&A and kind of repeating the process that you did with Connectivity and I'm assuming you do with other assets as well?

Yes. No, thank you for the question. So let me start just on the first part of that. Look, I think we should probably just focus on outcome, not process, because the outcome we are very, very happy about. We're happy on a lot of levels. Obviously, the transaction, as I said, is transformative. I think we have found a great home for the business and a great home for the 450 employees that work within the Ookla division. And so I think through a lot of hard work and through great support internally and externally, I think we came to a great place. As we think about the future, I think your question around the company and its focus and strategy, look, I think what will remain is a more focused but still very much a diversified portfolio of Internet businesses where we see operational upside, but also opportunities to unlock value. And so look, as I said, and it's just worth reiterating, I think every one of our segments is underappreciated. And so we're going to work hard to address that. And I think one of the messages that hopefully, shareholders get, and I'm thankful that you brought up the spin-off of Consensus, which took place in 2021 is that when we are confronted as a company in these moments where we just see dislocation and where we see significant discount, we're going to act. And so I think maybe that's the most important message here. In terms of the specific use of proceeds, I think every option is very much on the table. And so we're going to consider it. We want to get to obviously getting to close. And at that point, I think we'll have probably a sharper perspective maybe for you and the investment community in terms of what we're going to do.

And the next question will be from Rishi Jaluria from RBC.

Great to see some credit finally being given to your stock after such a long period of time. Maybe I want to hit on kind of a tangential piece here, which is I think it's very clear from the Connectivity/Ookla transition that there is a treasure trove of data sitting as part of your portfolio. Clearly, I think with Connectivity, it's not just the asset, it's -- the data clearly is incredibly valuable. As I look through your portfolio and see all these different assets, whether it's health care or even Moz or whatever, there's a lot of value of the data. How should we be thinking about your opportunities maybe outside of the core of monetizing the data, whether it's something like this and other companies realizing the value of the data assets or you yourself finding whether it's licensing deals or packaging or anything like that to really capture that? Because it really feels as we think in this AI world, there is increasing value being placed on data. So maybe help us understand your perspective there.

Yes. No, it's a great question, and I'm grateful you bring it up because I do believe that part of the story here is that, look, the portfolio consists of very valuable businesses, and I don't believe the Connectivity business is an anomaly. I think the rest of the company also has businesses that the market needs to maybe spend a little bit more time with and maybe gain a fuller appreciation of. Part of that process is what you just described, Rishi, which is we do sit on very valuable data assets. And the most obvious one, at least with respect to our content businesses, is the vast library of intellectual property and copyrights that we own and a library that gets added to every single day through the hard work of our journalism organization. And so we fundamentally believe, and you know that the company obviously is in litigation to ensure that there is appropriate value placed in the marketplace for that data, for that content, because it informs both the training as well as the grounding and fine-tuning for these models that have become transformative within the business landscape. So what I would say is that's a data set. But then I think beyond that, there are audiences. And I think what you're pointing at is we have audiences with incredible intent, web audiences, social audiences, audiences on platforms like YouTube, that's a real asset. And reaching audiences at the level and scale that we do creates all kinds of optionality. And you see it in segments like gaming and entertainment, where we've done a very good job of leveraging media audiences into direct-to-consumer transactions through the Humble storefront, through Humble Bundle and Humble subscriptions. Just one example. So I think audience represents a significant asset. And look, I think as it gets harder to get sort of reach -- human reach and human stories, I think that just becomes even more valuable. So I agree with you that, I think, across all of our businesses, even in the cybersecurity and martech business. And I think, Rishi, you know about some of the data that sits there, and we've talked about it at some of your -- at your conferences. So look, I'm hoping what comes out of this is more than just the math of what does the Connectivity sale represent, and that's some of the action we saw today. But let's be very clear. The remainder of this company is still valued in the current stock price at a significant discount. And to me, that needs to get corrected.

The next question will be from Ross Sandler from Barclays.

Maybe one for Bret, just a housekeeping question. So it sounds like you've got an $800 million gain based on that $382 million that Vivek mentioned. So just how should we think about post-tax proceeds and any -- I don't think you have a lot of NOLs, but any other nuances there that we should think about? And then Vivek, to your last point you just made, even after this, at $42 where we closed, I think the Street's got you at around 3-point-something times EBITDA on all the RemainCo roughly. So if we stay here, how does it change the company's appetite for maybe selling other things that might be in that like Connectivity is clearly a winner that had a great fundamental momentum over the last couple of years. And I would say like health care would be another similar type of backdrop versus some of the other kind of turnaround businesses in tech and gaming. So how should we think about the RemainCo and conversations that you guys have been having around those assets?

Thanks, Ross. I'll take the first one. So I appreciate the quick math you did, but I might just put forth, basis ends up being a little bit more nuanced than just the dollars invested over time, earnings, distributions, contributions. What I would say is, first and foremost, we'll determine the net proceeds at closing. Our basis will change based on all those factors just between now and when we close the transaction. We do expect to have some basis. I am afraid it's not quite as high as our dollar invested. And of course, any gain will be based on our estimated tax rate. But we also have been and we'll continue to look at tax planning strategies that may allow us to reduce cash taxes further. More to come on that, and we'll update you when we have more definitive views.

And look, I think, Ross, your rough math is the rough math that I myself have done. And so look, my view and the company's view on our strategic process is that it won't end until the clearing discount in our stock price ends. So look, today's move was good. It was good to see, but we're still nowhere near where we think an appropriate valuation of the assets inside of this company. So a very clear answer is we're going to continue to be open-minded if the market continues to, I think, unfairly value the businesses that are inside of the company. I may make one slight correction to your characterization of the businesses. I will tell you that with the exception of tech and shopping, all of the other segments are growing and have been growing. And so to me, whether it's gaming and entertainment, health and wellness, cybersecurity and martech, in aggregate, these segments have done well. But on a disaggregated basis, too, there are businesses inside of each of these segments that are quite attractive. So look, I think, again, we are motivated by the per share price of the company and recognizing that, that's what really does matter to our shareholders and being flexible and open-minded and willing to do the work and invest the time to understand what the possibilities are. That's not going to stop.

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

Thank you, Paul, and thanks, everyone, for joining us today, particularly on short notice. We continue to appreciate the time you're investing in the company, and we look forward to speaking with you over the next couple of months. I also want to thank -- I know there's a few analysts who listened in and were unable to ask questions. We very much appreciate your contributions. Have a good day.

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