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

Good day, ladies and gentlemen, and welcome to the Ziff Davis Second Quarter 2026 Earnings Conference Call. My name is Tom, 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. Good morning, everyone, and welcome to the Ziff Davis Investor Conference Call for the Second Quarter of Fiscal Year 2026. As the operator mentioned, I am Bret Richter, Chief Financial Officer of Ziff Davis, and I am joined by our Chief Executive Officer, Vivek Shah. A presentation is available for today's call. The presentation and our earnings release are available on our website, www.ziffdavis.com. You can access the webcast from this site. 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. After completing the presentation, we will be conducting a Q&A. The operator will provide instructions regarding the procedures for asking questions. In addition, you'd 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 could cause actual results to differ materially from the anticipated results. Some of those risks and uncertainties include, but are not limited to, the risk factors that we have disclosed in our SEC filings, including our 10-K filings, recent 10-Q filings, various proxy statements and 8-K filings as well as additional risks and uncertainties that we have included as part of the slide show for the webcast. We refer you to discussions in those documents regarding safe harbor language and forward-looking statements. In addition, following our business outlook slides are our supplemental materials, including reconciliation statements for non-GAAP measures to the nearest GAAP equivalent. Now let me turn the call over to Vivek for his remarks.

Thank you, Bret, and good morning, everyone. During the second quarter, we completed the sale of our connectivity business to Accenture for $1.2 billion. This is a transformative transaction and a concrete illustration of the quality of our underlying businesses. As a reminder, the acquisition price reflected a 14.5x multiple of the connectivity businesses trailing 12 months of adjusted EBITDA less CapEx. This transaction also highlights our willingness to monetize assets as a key tool in addressing the gap we see between our share price and the value of the businesses in our portfolio. Since our last earnings call, we repurchased approximately 2.8 million shares under a 10b5-1 program. Thus far in 2026, we have deployed more than $200 million to buy back 4.5 million shares, reducing the number of shares outstanding by nearly 11% over the course of just 7 months. Going forward, a portion of our cash will be allocated to settling our tax obligations related to the transaction. with payments estimated to be approximately $200 million. We also plan to repay our $149 million of our convertible debt, which matures in the beginning of November of 2026. Even after those payments, we expect to be in a very strong cash position. We believe that making open market purchases enables us to return capital to shareholders in a methodical and cost-effective manner. This approach also reduces the risk of short-term price distortions, which can result from buybacks executed through a tender process. Overall, we are pleased with the market's response to our efforts to unlock additional value. Ziff Davis stock is up approximately 45% year-to-date and approximately 65% over the past year, but there is more work to do. So we will avail ourselves of all capital allocation choices, continue to explore monetization opportunities and remain a very disciplined buyer of attractively valued assets. We will remain deliberate, strategic and patient. Now I'd like to share some observations about our second quarter performance. With the sale of connectivity we now have 4 reportable segments. Our second quarter consolidated revenue across those 4 segments declined 2.7% versus last year consistent with the expectations we set last quarter. We had modest growth in gaming and entertainment and cybersecurity and Martek, offset by lower revenues in Tech & shopping and in health and wellness. Adjusted EBITDA declined 3.7% year-over-year, while adjusted EPS grew 13% as we continue to reduce our share count. We had a strong cash generating quarter with approximately $54 million of free cash flow. Tech & Shopping's second quarter revenues declined 5% year-over-year. a significant improvement from the 13% drop in the first quarter and the 18% drop in Q4, while adjusted EBITDA rose more than 8%. While headwinds persist in traditional search traffic, we continue to make progress in growing our tech and shopping audiences through off-platform channels such as Instagram, Facebook, TikTok and YouTube as well as CTV and events. We have also started to generate meaningful affiliate commissions earned directly through our social channels, and we see opportunities to grow this revenue stream in the coming quarters. In addition to our Internet properties, social channels and newsletters, our deep brand credibility is a valuable asset in the evolving AI content universe. Both CNET and PC Mag were highlighted in the recent Semrush AI visibility Index report as being among the most cited information sources across major LMs which has marketers seeking to be attached to our trusted, high-quality and high authority editorial brands. Gaming and Entertainment revenues grew by almost 1%, compared with the second quarter of 2025, driven by another record quarter at Humble Bundle, offsetting ad revenue declines at IGN, which we believe is primarily attributable to the current state of the video game market in the current slate of titles rather than underlying traffic trends. Adjusted EBITDA fell slightly. IGN's Game health tools continue to grow in popularity with MAP Genie traffic up 30% and IGN's destination for action RPG players Max roll up 11% in traffic year-over-year. On the events front, IGN Live celebrated its third year with more than 10,000 attendees in Los Angeles, while the show's content reached an audience of almost $300 million across 35 platforms in over 100 countries. IGN's winning gaming platform focused on supporting female-led success in the games industry continue to expand, holding successful events in both the U.S. and the U.K. in the second quarter. Health and Wellness second quarter revenues were down nearly 5% and adjusted EBITDA was down nearly 10% year-over-year due primarily to lower HCP advertising revenue at MedPage today offset in part by strength in consumer DTC advertising revenues. HCP advertising revenue at MedPage today was down year-over-year as some large pharma clients have reduced their spend levels and have shifted spending to lower-cost platforms. However, we grew sequentially over Q1 and expect sequential growth to continue through the balance of 2026. MedPage is actively expanding its distribution including a newsletter product integrated within electronic health record systems at the point of care. We also strengthened our association partnership at healthy careers, our leading career health care platform with the addition of the American Thoracic Society and the American Academy of Family physicians to our exclusive association job board partnerships. Our consumer DTC advertising and subscription businesses continue to benefit from the rapid growth in GLP1 prescriptions and related promotional spend. In addition, GLP1 support was introduced on both IOS and Android versions of our Lose It! weight loss and nutrition app to help GLP1 users maintain a healthy diet as their food intake volume declines. We have seen continued momentum in our hospital media network, where we serve as the exclusive digital advertising partner for highly trusted medical institutions. We recently expanded the network with the addition of the University of Pittsburgh Medical Center, a world-renowned health care provider. In cybersecurity and Martech, Second quarter revenues and adjusted EBITDA both grew nearly 1% year-over-year, led by strong performance in our consumer cybersecurity business, IPVanish managed our flagship consumer security offering grew year-over-year for the fifth straight quarter, driven by continued growth in our white label partnerships tell a strong growth in Q2 customer additions. In Martec, SMTP.com, our API-based e-mail delivery solution has consistently delivered double-digit growth by providing exceptional inbox delivery for high-volume centers across a variety of use cases and applications. In addition, we're very pleased with the first year performance of Symantec Labs, our performance-based customer acquisition business, which has grown steadily since we purchased the business in Q3 of 2025. Turning to developments in our firm-wide AI initiatives. Last quarter, I described how AI has moved to the center of our product development process. and how we've begun deploying that approach across key engineering teams. I want to update you on progress. In a single quarter, the share of the code we released that is AI authored has roughly doubled and the majority of new or updated code we release is now written by AI. This shift has taken hold broadly across our teams. We're currently on track to have nearly all of our code authored by AI before the end of 2026, with our product workforce increasingly focused on architecture and innovation rather than writing code line by line. We are already seeing the results. We shipped 24% more code in the second quarter than we did in the first quarter on lower engineering head count with initial metrics suggesting delivery quality is holding steady. That is operating leverage in the form we described in the last earnings call. Lower cost per feature delivered and the capacity to support a broader road map without proportionately scaling or resourcing. We expect this approach to improve our operational efficiency in the coming quarters. Looking ahead, Ziff Davis is an extremely strong financial position. With a substantial net cash balance, strong free cash flow generation and 4 profitable business segments with numerous trusted category-leading brands. With the connectivity sale and the stepped up capital returns this year, we believe we have delivered on our promise to unlock additional shareholder value and believe we can continue to deliver even more value in the years ahead. With that, let me hand the call back to Bret.

Thank you, Vivek. Let's discuss our financial results. Our earnings release reflects both our GAAP and adjusted financial results for Q2 2020. The -- my commentary will primarily relate to our Q2 2026 adjusted financial results for continuing operations and their comparisons to the relevant prior period. Our results from continuing operations exclude the partial quarter results of the connectivity vision, which are reflected in our results from discontinued operations. Please see Slide 4 for the summary of our Q2 2026 financial results. Q2 2026 revenues were $286.7 million. This reflects a decline of 2.7% as compared with revenues of $294.8 million for Q2 2025. The Q2 2026 adjusted EBITDA was $76.8 million as compared with $79.8 million for the prior year period. Our adjusted EBITDA margin for the quarter was 26.8%, down less than half a percentage point as compared with an adjusted EBITDA margin of 27.1% in Q2 2025. These results, particularly the adjusted EBITDA margins are an improvement from the Q2 2026 expectations we provided last quarter. Q2 2026 adjusted diluted EPS was $1.03, an increase of 13.2% as compared with $0.91 in the prior year period due primarily to the significant share count reduction from our stock buyback activity during the past year. Slide 5 reflects performance summaries for our 2 primary sources of revenue, advertising and performance marketing and subscription and licensing. Q2 2026 Advertising and Performance Marketing revenues declined 6% and as compared with the prior year period, while Subscription and Licensing revenues were essentially flat. Other revenues more than doubled, increasing by approximately $3.7 million year-over-year in Q2 2026 due in large part to the contribution of Symantec Labs in our Martec Group. Slide 6 through 9 reflect the Q2 financial results of each of our 4 reportable segments. Tech and Shopping adjusted EBITDA margins improved despite a modest drop in revenues, reflecting lower expenses due in part to the impact of cost savings measures implemented in the second half of 2025. We Gaming and Entertainment adjusted EBITDA margins were lower year-over-year despite a 1% increase in revenues due in part to higher aggregate marketing and content costs associated with the record quarter at Humble Bundle. Health and Wellness adjusted EBITDA margins were lower, primarily reflecting the flow-through impact of the year-over-year decline in revenues. And in our cybersecurity and Martech segment, adjusted EBITDA margins were up slightly from the prior year period. Please refer to Slide 10 as we review our balance sheet. As of the end of Q2 2026, we had $1.6 billion of cash and cash equivalents and $100 million of long-term investments. As of June 30, 2026, gross leverage was 2.4x trailing 12 months adjusted EBITDA, and our cash and cash equivalents exceeded our outstanding debt balances by $734 million. As Vivek noted earlier, we expect to pay approximately $200 million to satisfy our domestic and international tax obligations related to the activity transaction. We have taken certain steps to execute the transaction tax efficiently, and we continue to explore ways to positively impact our aggregate cash tax obligations, including through the potential use of investment tax credits. We currently expect to satisfy the vast majority of our cash tax payments by the end of the first quarter of 2027. In addition, $149 million of our convertible debt comes due on November 1, 2026, We plan to satisfy this maturity with cash. Our next significant outstanding debt maturity is in 2028, and we have no plans to redeem any of our debt prior to its maturity at this time. Slide 11 shows the historical change in our share count since the end of 2022 through earlier this week. Our dedication of investable capital to our stock repurchase program has been significant and we thought a graphic description of this activity during the last few years might be helpful to our stakeholders. During the second quarter of 2026, we ramped up activity in our stock buyback program, buying back 2.6 million shares under a 10b5-1 plan. We deployed $121.5 million related to share repurchases in the quarter. Since July 1, 2026, we have repurchased 700,000 additional shares in the open market. Cumulatively, since the beginning of 2024, we have repurchased almost 13 million shares. The total amount currently available for repurchase under our Board's current buyback authorization is approximately 7 million shares. We completed 2 small acquisitions during Q2 2026, and year-to-date, we have deployed a total of $9.2 million to support our M&A activities. As Vivek noted, we plan to be a disciplined acquirer going forward as opportunities arise to add businesses at attractive prices which offer the potential for strong cash on cash returns. Looking ahead to the rest of 2026, our primary financial objectives remain unchanged: driving profitable growth, generating robust free cash flow and highlighting the intrinsic value of our businesses to our shareholders. We plan to continue our disciplined capital allocation program, taking advantage of the strength of our balance sheet, and continuing to repurchase our stock at attractive levels while pursuing M&A opportunities that offer a risk-weighted opportunity to generate shareholder value. Now I'd like to offer some insight related to our current financial performance expectations for the second half of 2026. We expect our Q3 2026 results from continuing operations to broadly reflect our performance in Q2 2026. Revenues in Q3 are expected to increase sequentially but decline low to mid-single digits year-over-year, while our adjusted EBITDA margin percentage is expected to show modest improvement as compared with this quarter's margin. Q4 2026 is expected to show improvement as compared with Q3 with a lower rate of revenue decline and adjusted EBITDA margin slightly down year-over-year. We expect adjusted diluted EPS to continue to reflect the benefit of the year-over-year reduction in shares outstanding due to our active buyback program. Going forward, excluding the tax payments related to the connectivity sale, we expect our non-GAAP tax rate to remain in the 24% to 25% range on an annual basis. Turning now to our supplemental information. Slide 14 provides a summary of our adjusted results from continuing operations for each quarter of 2025 as well as the first 2 quarters of 2026. The Slides 15 through 18 show reconciliation statements for the various non-GAAP measures to the nearest GAAP equivalents. Slide 19 includes a reconciliation of free cash flow from continuing and discontinued operations. Free cash flow in the second quarter of 2026 was $54 million, up 100% from Q2 2025. Please note that in the second half of 2026, we expect our conversion rate of adjusted EBITDA to free cash flow to be negatively impacted by certain professional fees and taxes associated with the sale of the Connectivity business. However, excluding these and similar discrete items, going forward, we expect continued strong free cash flow conversion of our continuing operations adjusted EBITDA. Overall, we are very pleased with what we were able to accomplish in the first half of 2026. As we move forward, we remain focused on executing our plans to continue to deliver shareholder value in the coming quarters. And with that, I will now ask the operator to rejoin us to instruct you on how to queue for questions.

Thank you. [Operator Instructions] our first question this morning is coming from Robert Coolbrith from Evercore. Robert, your line is live.

I just wanted to ask a little bit more on HCP. If you could talk about the demand environment that you're seeing for HCP advertising -- and I think you had said that the bookings actually firmed up a little bit ex in Q1, but I wanted to ask about that. And then maybe you could talk a little bit about any efforts underway or opportunities to maybe leverage AI to broaden your surface area with providers. And then secondly, on gaming and entertainment, I understand what you're saying about the slate right now, but it seems as though there maybe could be some at least small catalysts in the back half around the slate. Just wanted to ask if you maybe talk a little bit about your expectations there or maybe historical experience with respect to blockbuster launches like we can expect in the back half?

Yes. No. And all good questions. Let me start with your first, which was HCP advertising, which mainly shows up within our MedPage business. So look, the good news is that MedPage grew sequentially over the first quarter. And as I said, we expect that sequential improvement to continue through the balance of 2026. The structural challenge is also real, right? We have some large pharma clients who have reduced their overall spend levels with us and have shifted towards some lower-cost platforms. Many of those are actually AI-based platforms. And so as we have more entrants in the marketplace, adding inventory to what has historically been a fairly tight HCP ad market that's put pressure on us. And so what we're doing is looking to expand our distribution. We mentioned the EHR opportunity. And so that's probably where we're mostly focused. I think in the end, we produced content that is valuable and can feed a lot of these engines, but I don't think we have the ambition necessarily to be an AI medical chatbot. The other thing I'll just say is one of the advantages, I think, we have within our health business is that we're both on the HCP side as well as on the consumer side, the patient side. And the consumer side, the DTC advertising is performing quite well. We're seeing it both in the advertising business as well as the subscription business, which is Lose It!, where the rapid growth of GLP-1s is only helping those businesses. I also mentioned on this call, and I think calls in the past, just about the hospital media network that we have assembled, we continue to expand that. We think that is a strategic asset. I think with respect to your second question around the game environment and the slate. Yes, my own experience is that Gaming is very much a hits-driven business. A lot of the gaming slate gets anchored around major releases. GT 86 has been delayed a few times. It is slated to launch in November of this year. We think that unlocks a fair amount of activity. We're excited for it. So blockbuster games like that major AAA franchises can be helpful. So we do think that will help sort of get us some recovery on the IGN side. As you know, in the gaming business, we also have our Humble business, Humble Bumble business, and that's done very, very well. And so there -- we have some new leadership. They've done a great job in enhancing the content that we package and sell through bundles and through our subscription product called Choice. And it's there, frankly, where -- they were really the first of our businesses where we took fully an agented coding approach to essentially a platform redevelopment process, but as it reaches its conclusion shortly, puts us in a position of just rolling out features at a much faster pace. And so we're excited about the revenue potential that comes out of unlocking much faster feature rollout on a platform like Humble and then across the rest of the company. Rob, did I answer all your questions? Or did I miss one?

No, you got everything. Thank you. .

Your next question is coming from Rishi Jaluria from RBC.

Great to see the connectivity divestment, now some greater optionality. Maybe 2 questions from me. First, I wanted to -- with Vivek, I recognize capital options are still very much everything is on the table. I maybe want to understand what -- number one, what is the kind of potential pipeline out there look? And maybe more broadly speaking, strategically, should we be thinking about additional acquisitions. Again, it seems like it's going to come at a reasonable price, and you're going to be disciplined on valuation. But should we assume that -- or think of this as more of a try to diversify away or diversify the set, so it's less susceptible to a lot of those kind of traffic-driven bear cases that we unfortunately consistently hear? Or is there an opportunity to maybe lean even further into it because all those cases are creating probably some major dislocations in assets that maybe were not attractive a year ago and maybe are starting to look a little bit more attractive now. And then just turning to the cybersecurity and Martech business. It seems like there's starting to be some green shoots there. wanted to understand within Martek, do you see kind of a longer-term data opportunity? I'm obviously trying to draw some of the parallels with Ookla and the value of data in that asset. I'm not talking about selling the market business, but at least in terms of finding new ways of monetizing the data asset that you have within the Martech group. I'd love to hear kind of your thoughts on all of the above?

Thank you, Rishi. Great questions. And let me just start I think on your question around sort of our thinking around acquisitions and just M&A dynamics. And you're right, we have a lot of cash on the balance sheet, $1.7 billion, strong cash flow generation from the portfolio of assets we continue to own. And so -- and you know the history of the company, we were built through acquisitions. We were a serial and programmatic acquirer, and that is our DNA, and that is very much part of our business model. So we're going to continue to look for attractive opportunities in the small to mid-market, which is where we generally fit, I think business is between $5 million and $50 million of EBITDA. We look for great brands. We think brands matter, particularly in an AI era and trusted brands in particular. And where we see an opportunity to create value. And we do believe that the market fear in digital businesses broadly, it's gone beyond even what you would think of as media or advertising-based businesses presents us a unique opportunity to be an active buyer as long as the valuations are compelling. But at the same time, I think we recognize that all these acquisitions have to compete with our own stock. And we've obviously tilted our buying towards our stock over a number of quarters now. So look, I think it's all on the table. We're not dogmatic. I think we're practical we are pragmatic. We look at this really on a case-by-case basis, and we're going to continue to do that. The thing that I would just counsel is patients. I think we have to be really thoughtful about this, and I think we're showing ourselves to be. The company has always been about patience and discipline, and I don't see why we would abandon that mindset at this point. On your question -- but Bret, maybe anything you want to add before I go on to the Cyber, Martech.

Yes. Not so much as add as maybe emphasize that the focus is on shareholder value creation per share price. The decisions we make will be driven by facts and circumstances. You can look at our business back 5-plus years and see along part of your question was about diversifying our revenue, diversifying deeply into subscription revenue to the point where it was almost 50% of our total revenue, but then presented with the opportunity to monetize connectivity, which was purely a subscription and license business at the value that we were able to monetize it and capture what we believe to be gap between the trading price and the implied value of all our assets, but see doing connectivity versus the value we were able to capture on a cash basis through that transaction. overcame sort of that strategy, if you will, of diversifying more into subscription licensing revenue. So I think emphasizing everything Vivek said, but noting that the numbers, the perception of risk-weighted returns and the facts and circumstances as they develop will influence our decision.