Good day, ladies and gentlemen, and welcome to Ziff Davis Q4 and Year-End 2021 Earnings Call. My name is Paul, and I will be the operator assisting you today. At this time, all participants are in a listen-only mode. A question-and-answer session will follow the formal presentation. 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, ladies and gentlemen and welcome to the Ziff Davis Investor Conference Call for Q4 and Fiscal Year 2021. As the operator mentioned, I am Bret Richter, Chief Financial Officer of Ziff Davis. And I am joined by our Chief Executive Officer, Vivek Shah. A presentation is available for today's call. A copy of this presentation is available at 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 www.ziffdavis.com. In addition, you'll be able to access the webcast from this site. After completing the formal presentation, we'll be conducting a Q&A. The operator will instruct you at that time regarding the procedures for asking questions. In addition, you can email questions to [email protected]. 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 our slide show for the webcast. We refer you to discussions in those documents regarding Safe Harbor language as well as forward-looking statements. In addition, please note that these fourth quarter and full-year 2021 results are preliminary unaudited and subject to adjustments. In particular due to the complexity of the October 7, 2021, spin-off of Consensus and the related transactions, including the debt for debt exchange, the presentation of the transactions impact on the company's financial statements, including the presentation of continuing and discontinued operations and the size of the gain associated with the retention of 19.9% stake in Consensus is still being finalized. Any change to the impact of the unrealized gain on investment of $290 million associated with retention of 19.9% stake in Consensus will be material to our GAAP net income from continuing operations. As a result of the foregoing, certain information provided herein is subject to change. So let me turn the call over to Vivek for his remarks.

Thank you, Bret. I've got to say it's great to have you on our team. Good morning everyone. We're very pleased to have capped off an exceptional 2021 with a strong fourth quarter. While the successful spin-off of Consensus justifiably garnered a lot of attention in 2021, Ziff Davis delivered exceptional pro forma results at the same time, revenues of nearly $1.4 billion, up over 26% year-over-year and adjusted EBITDA of $485 million, up over 28% year-over-year. We also exited the year with the strongest balance sheet and deepest financial resources we've ever had. We posted over 10% revenue growth in Q4 with advertising revenues up 7% and subscription revenues up 15%. As I described in our last call, we expected to see a deceleration in growth in Q4 with RetailMeNot lapping itself, as well as the tough comp with a strong online shopping season and the introduction of the ninth generation of gaming consoles during 2020's Q4. On the advertising front, our growth was driven primarily by our health and wellness properties, where we continued to see strong demand from pharma marketers looking to reach patients and physicians within relevant content. In January, Everyday Health announced the addition of Cleveland Clinic to its trusted care access portfolio. In a multiyear partnership, Everyday Health will exclusively represent ad inventory on clevelandclinic.org and bring first to market solutions to our advertising partners. We're proud to have been entrusted to further the Cleveland Clinic's mission and support their best-in-class medical content. Our Pregnancy & Parenting business led by BabyCenter has been increasingly active in supporting clinical trial recruiting, and pregnancy exposure registries, including key COVID-related studies. Our shopping properties were slightly up in the quarter even with RetailMeNot lapping itself beginning in November, and the tough overall shopping comp. Advertising in gaming and entertainment was also slightly up a year after the new gaming consoles were released. Our B2B tech advertising continued its momentum from Q3 with strong ad revenue growth. We continue to believe that our advertising franchise has some meaningful advantages. First, we match advertising to relevant content, not behavioral data. In other words, our ads are placed based on the content you're consuming, not based on third-party data. Second, we operate in high-value verticals like tech, gaming, health, and shopping, where there are endemic advertisers who value audiences exhibiting purchase intent. Third, our advertising solutions attract large blue-chip marketers who tend to spend more consistently over time than small marketers. And finally, our advertising solutions are performance-driven, providing measurable results for clients. On the subscription front, we saw some very nice growth out of our connectivity businesses with continued strength from our Ookla and Ekahau offerings. We also saw a nice boost to subscription revenues from the timing benefit of our Moz acquisition, which closed in June of 2021. This is an acquisition that we remain very excited about, as evidenced by the renaming of our marketing technology business to the Moz Group. The Moz Group now consists of an integrated portfolio of marketing technology offerings that includes SEO, email marketing, and second-line voice services. Our cybersecurity business was flat in the quarter. We continue to explore growth opportunities for the business. Our guidance for 2022 projects overall revenue growth of approximately 10% at the midpoint. I'll point out that we have not incorporated any future acquisitions into our guidance. Therefore, we're only providing an outlook for the businesses that we currently own. We will update guidance as appropriate if acquisitions materially affect our range. We're projecting our advertising revenues to grow high single digits in 2022. We expect stronger growth in the second half than the first half for two reasons. First, Q1 and Q2 of 2021 were strong growth quarters for us making the comps more challenging. Second, as I discussed in our last call, we are cautious about the impact of supply chain disruptions on our advertising clients. We're seeing campaigns being delayed and budgets being curtailed at some of our marketers, especially in tech and retail are having production and fulfillment challenges. These delays are sector-specific because in the case of pharma, which is our single largest ad category, we're seeing no supply chain challenges whatsoever. We're projecting our subscription business to grow in the low teens with strong growth in our connectivity and Martech groups offset by some weakness at our cybersecurity group. We see continued demand for an expanded set of offerings and connectivity, from speed test to Ekahau to down detector to our most recent addition, RootMetrics. We believe we are now the most complete source of broadband analytics in the market. We also project our Moz group to have a very strong growth year with the combination of organic and acquired revenue growth. With respect to our other revenues, which are still very small at about 3% of revenues, we are seeing strong growth of over 50% with our Humble Games publishing business continuing to drive this growth with our newest hit, Unpacking, already selling over 300,000 units since its release in December 2021. We continue to look for ways to scale our Hindi publishing operation. We are projecting adjusted EBITDA margin of 36%, which is about 100 basis points better than 2021. That translates into about 13% adjusted EBITDA growth at the midpoint. As you know, the company's stated goal is to double earnings every four to five years, which implies a 15% to 20% earnings CAGR. Since 2012, we've done better than that by doubling earnings three times. But this is not a linear endeavor. There's an understandable lumpiness that comes with a capital allocation and programmatic acquisition strategy. We invest our shareholders' capital responsibly and where we believe we can generate outstanding returns. If and when we consummate transactions in 2022, then it should only enhance our growth rates. Let me provide you with an update on our ESG efforts. We're getting ready to publish our inaugural ESG Report for 2021 in the next few weeks. The report will include findings from the company's first greenhouse gas inventory, which calculates our carbon emissions for 2019, 2020, and 2021. In doing so, we've laid the groundwork to set a science-based target. The report also reflects the company's efforts to align with GRI, SASB, and TCFD reporting standards. In addition to our environmental efforts, we're also heavily focused on our DEI efforts. The report highlights key data points around our workforce representation, hiring and inclusivity and promotions among others. It also details the policies, programs, and practices which address the material topics most important to our company and its stakeholders. In this realm, I'd just like to mention that Ziff Davis recently received a perfect score on the Human Rights Campaign's 2022 Corporate Equality Index, earning us the designation as a best place to work for LGBTQ+ equality. In sum, we've made great strides in the company's ESG journey, and we look forward to publishing our upcoming report. Lastly, in the spirit of Black History Month, I'd like to mention a few exciting initiatives. In 2020, Humble Bundle launched the Black Game Developer Fund, committing a million dollars annually toward this unique program, which provides Black game developers with the assistance and resources to create and publish games. Since its inception, the Black Game Developer Fund has signed and provided support to over 20 qualifying developers. We've also continued our focus on health inequality in Everyday Health with our Black Health Facts resource center. We have launched a new six-part series on Health Changemakers, celebrating those who have made a positive impact on the health and well-being of their communities and beyond. These are just a couple of examples of how Ziff Davis leverages its platforms to support communities of color. Now, let me pass the call back to Bret.

Thank you, Vivek. Let's discuss our financial results. Our earnings release reflects both our GAAP and non-GAAP financial results for Q4 2021 and the full-year 2021. Our earnings release also reflects pro forma adjustments to the impact of various asset dispositions. Explanations for and reconciliations of these adjustments are provided in our earnings release. As you may recall from our previous earnings calls, we sold our Australian and New Zealand voice assets in August 2020 and our UK voice assets in February 2021. In September 2021, we completed the sale of our B2B backup business. As a result, while certain of these divestitures impact Q4 2020, none of these divestitures impact our Q4 2021 results. On October 7, 2021, we completed the spin-off of Consensus. I'd like to recognize my colleagues at Ziff Davis, and many of the company's former team members that joined Consensus for executing such an important transaction for our company and its shareholders. Our GAAP income statement and balance sheet reflect the financial activity related to Consensus through October 7, 2021, in discontinued operations. We will focus our discussion today, and my commentary will primarily relate to our pro forma non-GAAP financial results from continuing operations, which exclude the contributions from the Consensus business for the periods up through the date of the spin and exclude the contributions from our divested businesses for the periods that they were owned by Ziff Davis. Now let's review the summary of the quarterly financial results on Slide 4. We reported pro forma revenue from continuing operations of $408.6 million for the quarter as compared with $370.1 million for the prior year period reflecting growth of 10.4%. Pro forma adjusted EBITDA from continuing operations was $161.6 million for Q4 2021, as compared with $151.3 million for the prior year period reflecting growth of 6.8%. Our adjusted EBITDA margin for the quarter was 39.5%. Let's turn to EPS. But first, I should highlight that our GAAP net income and EPS for Q4 2021 reflects a sizable gain associated with our retained stake in Consensus. As we have discussed on prior calls, we are pursuing alternatives that would allow us to achieve a tax-free disposition of our stake in Consensus. And as a result, our financial statements do not reflect taxes on this GAAP gain, resulting in a significant after-tax contribution from this gain to GAAP net income and EPS for the quarter. This gain is not reflected in our adjusted non-GAAP earnings per diluted share. For our adjusted non-GAAP earnings per diluted share for the fourth quarter we recorded $2.17. This figure reflects a 0.5% increase as compared with our Q4 2020 pro forma results. Please note that our Q4 2021 EPS reflects the dilutive effect of the retirement of our 3.75% convertible notes earlier this year, offset in part by certain recent share repurchases, which I will discuss shortly. Turning to Slide 5. For our fiscal year, we delivered very strong pro forma growth in revenue, adjusted EBITDA, and adjusted non-GAAP earnings per diluted share for continuing operations. 2021 total pro forma revenue grew 26.8% to $1.383 billion. Pro forma adjusted EBITDA grew 28.3% to $484.6 million. And we had adjusted EBITDA margins of 35%. Pro forma adjusted non-GAAP earnings per diluted share grew 31.4% to $6.11. On Slide 6 and 7, we have provided performance summaries for our two primary types of revenue: advertising and subscriptions. In addition to the quarterly and annual revenues, we have also started disclosing new metrics related to these revenue streams on a quarterly basis for 2021. As you can see on Slide 6, Q4 pro forma advertising revenue grew 7% as compared with the prior period. Our annual advertising revenue grew 34%. Net advertising revenue retention is an annual trailing 12-month statistic that we update quarterly. Net advertising revenue retention compares advertising revenue generated by a defined group of advertisers in one trailing 12-month period to advertising revenue generated by these advertisers in the prior comparable period. Our goal is to have retention in excess of 100%, which we had in all four quarters in 2021, with Q4 coming in at a very strong rate of 112%. In the fourth quarter, Ziff Davis had more than 2,000 advertisers with a quarterly spend of at least $2,500 each. Quarterly revenue per advertiser was at its highest level this year at more than $131,000. Slide 7 depicts our subscription revenue performance. Q4 pro forma subscription revenue grew 15%, the same level of subscription revenue growth that we achieved for the year. Subscribers were down slightly as compared to the year's prior quarters, primarily due to modest decreases at cybersecurity and Humble Bundle. However, average monthly revenue per subscriber reached its highest level this year, at nearly $20 per subscriber, with an increase of higher revenue value Moz and connectivity customers, and our churn rate remains at 3%. Slide 8 provides quarterly and year-over-year pro forma revenue growth rates delineated by organic and acquired revenue growth. Revenues from businesses owned for at least a full 12 months are included in organic revenue, while acquired revenues are from those businesses we've owned for less than 12 months. For the full year 2021 we achieved a 10% organic revenue growth rate. This rate slowed in the fourth quarter as expected, because of RetailMeNot being included in November and December of both periods and the relative strength of IGN advertising during last year's Q4. If you exclude the impact of RetailMeNot and IGN, the quarter's organic growth was about 5%. Before turning to guidance, I'd like to spend a moment on Slide 9, which depicts a number of elements of our balance sheet. Our balance sheet is extremely strong, and as discussed on prior calls, was enhanced through certain transactions related to the spin-off of Consensus. We have significant cash liquidity with $695 million of cash and cash equivalents as of year-end, more than $350 million of short and long-term investments, and significant leverage capacity both on a gross and net leverage basis. We continue to be committed to keeping gross leverage at 3x adjusted EBITDA or below and we are currently well within this metric with year-end 2021 gross leverage of 2.5x adjusted EBITDA. As of 2021 year-end, our net leverage was 1x and only 0.3x if you include the value of our short and long-term investments. We will continue to be thoughtful and opportunistic as we allocate our investable resources to pursue enhanced shareholder value. During the fourth quarter, we did just that. We repurchased $25.4 million of our 4.625% notes and repurchased $47.7 million of our common shares. These repurchase activities continued in the first quarter when we repurchased an additional $54.6 million of these notes and $58.7 million of our shares. In all, we repurchased 1 million shares at an average price of $106.43, which is part of our opportunistic share buyback program in which we repurchased shares when the return profile we believe is highly compelling. As you may recall from our prior calls, in order for the cash distribution that we received from Consensus to be tax-free to Ziff Davis, these proceeds must be used within one year of the spin for a specific set of allowed dispersals. These repurchases qualify. We also deployed approximately $30 million in cash for a number of Q4 and prior period acquisitions, again, all consistent with our balanced approach to capital allocation. Moving forward, we will continue to consider repurchase activities that we believe are accretive to shareholder value while seeking investment opportunities that we believe are particularly attractive opportunities for us to grow our business and generate attractive returns. I'd like to provide a few additional details related to our guidance, which is described on Slides 11 and 12. Overall, our Q4 2021 preliminary unaudited results were consistent with or better than the midpoints of the guidance that we updated last quarter. With regards to our 2022 guidance, the midpoints of our revenue, adjusted EBITDA, and adjusted non-GAAP income per diluted share guidance implied growth rates of approximately 10%, 13%, and 9% as compared with the 2021 preliminary unaudited pro forma results from continuing operations that we presented today. We believe that these expectations are strong, particularly in consideration of the current business environment. With regards to certain details underlying this guidance, in 2022, we expect advertising revenue growth in the high-single digits, subscription revenue growth in the low teens, and other revenue growth of nearly 50%. Given the seasonality of our digital media properties, we anticipate that roughly 20% and 30% of our revenues will be in the first quarter and fourth quarter respectively. The company expects to have an adjusted EBITDA margin of approximately 36% for the year post the spin-off of Consensus, which had a higher concentration of international revenue compared with Ziff Davis. We expect our non-GAAP tax rate to increase. Many factors go into a projected tax rate, but we currently expect an annual rate of between 23.5% to 25%. Note these rates often fluctuate quarterly. Additional details related to our share-based comp and anticipated share count are outlined on the slides as well. Following our business outlook slides are our supplemental materials including reconciliation statements for the various non-GAAP measures to their nearest GAAP equivalents. This section includes a GAAP reconciliation on Page 15 that reflects free cash flow from continuing operations and discontinued operations for 2021 of $402.5 million. This figure reflects contributions from the disposed assets and Consensus through their disposal dates or their distribution date respectively. Going forward on an annual basis, we expect free cash flow to approximate adjusted EBITDA less capital expenditures, interest, and taxes, the impact of working capital, and any sources and uses that are excluded from our non-GAAP financials. Note, that given the timing of interest tax payments and changes in working capital, quarterly cash flows can fluctuate meaningfully. It's been a milestone quarter for the company, and we are excited to pursue additional opportunities in 2022. 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. And the first question is coming from Shyam Patil from Susquehanna International Group. Shyam, your line is live.

Hey guys, congrats on the fourth quarter and the outlook. I just had a couple of quick questions. First question, Vivek, can you talk a little bit about the supply chain issues you commented on? I mean, certainly, those seem to be impacting a lot of companies in the sector, maybe you can talk about which businesses, which verticals, and then just your level of confidence that these are less of an issue in the second half. And then second on the M&A environment, just curious just your take on whether or not the changes in the public markets and valuations that we've seen over the past few months, is that something that you think helps you guys be more aggressive in terms of doing M&A? Or is that something that could potentially slow down? I mean, certainly, you guys have been quite aggressive since you've been CEO, but just kind of curious your take there?

Yes, great. Thank you and good morning, Shyam. So, on your first question with respect to supply chain challenges, their effects would manifest primarily in our retail and tech categories. The way that would work is that, look, and we saw this at the beginning of the pandemic, where there were supply issues at a number of retailers and the retailers came to us and said, look, it's not useful for you to generate demand for products that we can't fulfill. And so while we're not quite at that level of challenge, we are seeing signs of it. It is built into our expectations into our guidance really for the first and second quarter. But we're pretty optimistic based on the discussions that we're having with our marketing clients and our advertising partners that this will alleviate over time. I think also the tech hardware category, which is not insignificant for us, given that, Tech is an important category, though it is more software than hardware, I will point out, but you do have chip shortages and chip shortages also contribute to lack of availability. So to answer your question, I think we have appropriately built in any potential challenges around supply chain into our guidance and remain pretty confident that over the course of the year, those will work themselves out. Now, on your second question, with respect to the M&A environment, I do think you're right that generally speaking, there is more sobriety in the marketplace around valuations, which obviously always plays to our advantage as an active buyer of businesses. And obviously right now, we're as well-capitalized and positioned as we've ever been to execute against transactions. So that combination is frankly very exciting for us.

Thank you. Next question is coming from Cory Carpenter from JPMorgan. Cory, your line is live.

Great, thank you. I have two as well; I think you were one of the few companies that got into margin expansion this year. So just hoping you could talk about the drivers here and how you were able to alleviate some of the cost pressures other companies are seeing. And then secondly, on M&A, hopefully, you could talk a bit about the acquisition of Emma's Diary that you announced a few weeks ago? Thank you.

Thanks Cory. I'm glad you brought this up. At Ziff Davis, we've always been careful with our spending and thoughtful about how we allocate shareholders' money. We've focused intently on our operating expenses, ensuring we get appropriate returns for every dollar spent. The process surrounding the Consensus spin provided us with the chance to review everything in detail. It’s not just one factor; it’s our ongoing mindset to maintain or exceed our target margins, which are in the mid-30s. I'm pleased to say we reached this target sooner, even as many expenses are returning to our profit and loss statements, including travel costs. Furthermore, our advertising model features high operating leverage, meaning if we excel in advertising, it can significantly boost our EBITDA and enhance our overall margins. Regarding your second question about Emma's, we're very excited about the brand. Our parenting and pregnancy business has mainly been U.S.-focused, with strong brands like BabyCenter and What to Expect. Babies are born globally, and we’re eager to broaden our reach and apply our successful business model to markets outside the U.S. The UK is our second-largest territory, though still smaller for BabyCenter. So, we see a great opportunity to expand in a market that aligns with our capabilities and where we believe we can generate significant revenue. While this acquisition is relatively small, it represents our ambition in this category.

Thank you. And the next question is coming from Dan Ives from Wedbush. Dan, your line is live.

Yes, thanks. So just on M&A, can you just talk about from a size of deals like is there an appetite to do some larger deals here, here just given the position you're in? Whether it's you may be add another pillar? I mean, how should we just think about that for the rest of the year?

Yes, Dan, that's a great question. As I've mentioned before, I'll emphasize that there has been a sweet spot for our company over the past decade, which has primarily involved lower mid-market acquisitions. We intend to continue focusing on that area. The increase in our capacity doesn't mean we will pursue larger deals; rather, it suggests we may engage in more of the types of deals we’re familiar with. This approach allows us to mitigate risk and distribute our investments across various business units, which can create value from acquisitions in a healthy and effective way. That said, we are always open to exploring larger deals, provided our confidence in them is very high. Historically, we haven't pursued many platform-type deals, with our earliest significant acquisition being Ziff Davis in 2012, followed by Everyday Health in 2016, and then RetailMeNot four years later. None of these exceeded $500 million, which is less than 10% of our company's enterprise value. My policy has been that we would not consider any transactions above 20% of our enterprise value, and we have not approached that threshold. So, I wouldn’t say that our solid balance sheet indicates we’re shifting to larger deals; our strategy remains consistent, though we believe we can now engage in more opportunities.

Thank you. And the next question is coming from James Breen from William Blair. James, your line is live.

Thanks for taking the question. Just one again on the M&A side around the gaming industry obviously, we've seen some large M&A deals happen around gaming. Just any thoughts there, whether there's opportunity for M&A or potentially to sell something that you have? And then, secondly on Ookla, there was 5G rolling out and the government broadband doled out any additional increases you're seeing around that just for businesses to get more insight into what's happening in the broadband markets? Thanks.

Hey, Jim, these are great questions. So obviously, the gaming industry, there's been a number of pretty high profile and significant transactions in the industry, which we watched with great attention. And we think it could yield actually more revenue and more marketing dollars unlock as some of these larger more consolidated players try to start to deliver on the promise of these combinations. So there could be some positive tailwinds around our assets with respect to what's going on. I also think it shows up in our other revenues, which are still small. But our efforts in the Humble Games publishing area also I think is beneficial. As I think a lot of these larger platform companies want to continue to build their libraries and will seek Hindi publishers like us and our titles to add to their libraries. So we've become a little bit of an arms dealer to some of these platforms, which was something we were anticipating. So that also aligns, I think, with what we're seeing in the marketplace. And then, remember, because we're largely games media, yes, digital storefront as well, I do think that we can still transact in the space without being concerned about asset values making it hard for us to acquire in the space. I'm not concerned about that. On the aspect of, can we unlock value, I would say this about all of our businesses, and I think demonstrated by what we experienced last year with Consensus. If we see an opportunity to unlock meaningful and sustained shareholder value through a separation, whether it's a sale or a spin or carbide IPO, or whatever, we're going to continue to really ensure that if those are available to us, we will take advantage of those. And so I think we have our eyes open across our portfolio for opportunities like that. That's not a new statement. That's something we've always said. But I think, given that we've acted in a meaningful way with the Consensus spin, and the confidence that we frankly, garner from that experience, we feel that there may well be opportunities like that as we think about the company's portfolio. So look, I think there's a lot to live now you asked about connectivity and 5G. It is worth pointing out that the connectivity set of businesses, the Ookla, Ekahau group of assets are our fastest growing assets, however you look at them organically total growth etc. We executed a really important transaction strategically in RootMetrics. So for those who follow broadband analytics and testing, there has been a long-held sort of bifurcation in the market. There are those who believe in crowdsource testing and analytics, that's what we have historically done where individuals test their speeds and the aggregate of analytics help inform network owners and operators as to the quality of their networks as benchmarked against their competition. But there's also something called drive testing, which is to actually equip vehicles with devices and software to measure how those devices are performing in motion, driving along a highway, and that is drive testing. We've never had drive testing data or capabilities within this group. So the opportunity now to bring drive testing and RootMetrics, which is certainly the market leader in drive testing, has been for a while. And I'm sure you've seen all the ads where people are promoting their RootMetrics scores, having that combination puts us now complete in terms of an analytics point of view. We no longer are engaging the debate of which is better. We have all of it. And so we have any and all of use into network performance, which we think is going to be very powerful. And I think 5G just builds into that, right. These are networks, how are they doing? Are they meeting the needs? I think that's just going to open up even more opportunity for us.

Thank you. And the next question is coming from Rishi Jaluria from RBC. Rishi, your line is live.

Wonderful, thanks, guys. Thanks so much for taking my question. I have two here, one for Bret, one for Vivek. For Bret, I wanted to maybe unpack the organic number a little bit and obviously there are a few percent a little bit of decent moves on Q3 and Q2, but wanted to understand maybe the drivers of that. Number one, we obviously don't have the comparisons from 2020 as in the comparison in Q2 and Q3; we're probably substantially easier than they were in Q4. So if we think about that, maybe how much of that is attributable to the tough comps, how much to the RetailMeNot and kind of the drag on organic growth factoring, as well as maybe the tougher ecommerce season. And then, to Vivek, look, can you remind us what sort of impact you saw specifically from IDFA especially in light of what we've seen for some of the larger Internet platforms from IDFA. And why you feel you're maybe a little bit more insulated from that impact and others in the space? Thanks.

Great, thanks Rishi. Let me take the question on organic growth first. I think first and foremost, while certainly we're here and focused on the quarter, particularly our first quarter after the Consensus spin and emerging as sort of our new platform for growth; I think there should be as much focus on the full-year organic growth it's the fourth quarter. And we'll talk about the fourth quarter in a second. And we did 10% organic growth for the full-year. And that is a significant contributor to the overall value creation of our company and the path that we're on. We talk about our growth ambitions, and we talk about being a total growth company. We generally think about getting about half of that growth from organic and half from M&A. And of course, M&A feeds into all the questions that have been asked on this call, the timing and the nature and whatnot. But on a full-year basis, our organic growth is strong. With regards to the fourth quarter and yes, maybe a lower rate, there are a handful of factors. One of those factors is we lapped the RetailMeNot acquisition and that eats into the equation. We had very tough comps from last year overall, last fourth quarter extremely strong for the industry and the company. And IGN have dragged us down a little bit for the quarter as well. But overall looking at the last 12 months and the growth that we put up I really believe that, Rishi.

In response to the question about IDFA and the current advertising landscape, I believe that we are seeing a shift towards content-focused and contextually relevant advertising solutions. This means that ads are being placed next to specific content rather than relying on user interests and data collection. The changes related to IDFA have affected platforms that depend on interest-based targeting, but this does not apply to us. From our perspective, the challenges associated with IDFA and the decline of third-party cookies suggest a market that favors premium environments where content consumption reflects purchase intent. This aligns with our approach, positioning us advantageously. Additionally, major platforms serve a broad range of advertisers, including large enterprises down to small businesses, and many of their challenges are coming from smaller clients. Our advertising business primarily works with over 2,000 enterprise-level clients, showing strong revenue retention. For those familiar with our company, our net ad revenue retention rates are impressive and consistent across industries. Our revenue retention resembles SaaS models, indicating a solid customer base. Today's report has a lot of new information that is crucial for understanding Ziff Davis's future and the company's trajectory. I encourage everyone to review the data presented.

Thank you. And the next question is coming from Charlie Erlikh from Baird. Charlie, your line is live.

Great, hey, thanks for taking the question. Just wanted to dig into the strong expected subscription growth in 2022, it's great to see that. Just love to get a little bit more detail on what's driving that, what are the key pieces there? And any color on that would be great. Thanks.

Yes, thank you. So it's a combination of real strengths in the broadband business. So remember, the subscription business is roughly 60% the cybersecurity and Martech subscription offerings. And then the balance is the connectivity subscriptions and the gaming subscription. So in that mix, the strength of the connectivity offerings is the primary organic driver of growth. Add to that expected organic growth within the Martech offering and that group is now called the Moz Group plus the acquisition timing benefit of Moz itself. Remember, Moz was a mid-year 2021 acquisition and so there is a timing benefit going into 2022. It is offset slightly by a cybersecurity suite that we are still scratching at, looking for growth opportunities. It's a great business unit, $200 million of revenue in cybersecurity, mid-30s EBITDA margins but as I've talked about in the past, I wouldn't mind trading a little bit of that margin to accelerate the top-line growth because I think the value of a more organically profitable and highly profitable cybersecurity business, the value of that could be quite substantial given just what the cybersecurity market looks like today. But the mix of those things we're excited for that level of growth and we see opportunities also within the Humble business that could be an addition to what we've modeled. It is a good part and a good story as we look into this year.

Great, thanks, Vivek. And if I can just squeeze one more in for Bret. You guys have talked about a 60% EBITDA free cash flow conversion rate in the past. Is that how we should be thinking about 2022 as well from a free cash flow standpoint? Because I think that might imply that free cash flow might be down year-over-year, if that's the conversion rate. So any info on that would be awesome? Thanks.

Yes, thank you, Charlie. Free cash flow and its conversion continue to be a significant focus for the company. After the spin-off of Consensus, which has different margin dynamics compared to the overall company, we expect those margins to evolve. It's important to look at free cash flow from a 12-month perspective. In any given quarter, we can experience fluctuations due to factors like working capital, the timing of certain payments, our financial position, and interest expenses. Generally, we evaluate it in a comprehensive way, considering adjusted EBITDA, lower CapEx, interest, taxes, and working capital, which will ultimately balance out. There are occasionally other cash flows that we exclude for non-GAAP purposes, and all of this is factored in as well. We aim for a conversion rate of around 60% for free cash flow, which we believe is healthy for a business like ours. This allows us to generate substantial after-tax liquidity to explore capital allocation opportunities. Depending on the metrics we assess, there are numerous variables affecting the company due to sales, spin-offs, and changes in the balance sheet, so it's hard to pin down exactly what metric to focus on. However, we expect to generate significant free cash flow to support our strategy moving forward.

And the only thing I'll point out is remember what you're looking at in the document; the historic free cash flows include the fax business. At a consolidated level, it's just renewed continuing ops, so that would obviously indicate that the free cash flow and the continuing ops would be different.

Thank you. And the next question is coming from Jon Tanwanteng from CJS Securities. Jon, your line is live.

Hey, good morning, gentlemen. Thanks for taking my question. My first one is for Vivek; do you expect to continue to see that pendulum swing towards you in Moz spending this year or do you expect maybe some of the bigger players could call some of that back as they adjust and adapt their business models to the new privacy and regulatory pressures that are out there? We saw Moz do that. I'm wondering if there's any possibility that's the other bigger players could do that as well?

There is always a chance of that happening, and it’s important to recognize the power of established companies in our industry and their efforts to navigate challenges. However, I believe we have shown significant strength and momentum, even before the IDFA changes. Our performance-driven solutions and the sectors we operate in do not depend on interest-based advertising being disabled, as they can compete effectively alongside it. Therefore, even if major platforms respond to their challenges, I don’t think it alters our perspective on our growth potential and our future direction. I am not worried about that. If the situation does shift in our favor, it would simply present more opportunities for us. I don’t see it as a threat since we have successfully operated alongside large dominant players in the advertising ecosystem for a long time.

Yes, I think there's a couple of factors there. Again, we have to be very careful about our comparable periods and what we're looking at given the changing dynamics of the company. Keep in mind that in the second half of this year, we converted the 3.75% converts which increases our share count going forward, that only blends in the current period. We started to purchase some stock late in the fourth quarter and in the first that really doesn't factor into the fourth quarter. So again, the measure that you're looking at our tax rate pro forma for the Consensus spin, this is going to go up. Consensus business had a much higher concentration of international revenues and venues of lower taxes, and in some cases have different tax dynamics and credits. So as we said in our guidance, we're going to see a little bit of a higher tax rate. But generally, the top-line growth is going to feed the earnings machine and on a per share basis, it's that really maybe dilution effect that is two biggest contributors.

Okay, great. Thank you. And if I could sneak one more in there, Vivek, do you have the pipeline today to drive that earnings growth you're expecting to achieve over the next several years? Or is that something that you're still going to need to find that the targets are just help us understand what you have in the pipeline against that goal of earnings growth?

Our goal is to double earnings every four to five years, and we've successfully achieved that three times in the last decade, putting us ahead of plan. This growth comes from both the earnings generated by our existing portfolio and from adding to it. The guidance suggests a 13% growth at the midpoint, which reflects our expectations without including any mergers or acquisitions for this year. As shown in our slides, we consistently add significant revenue through acquisitions, so I believe our performance this year is commendable considering the limited M&A activity. Looking ahead, given our strong balance sheet and a decade of effectively utilizing it, I am confident we can continue to double earnings every four to five years.

Thank you. And the next question is coming from Joe Goodwin from JMP Securities. Joe, your line is live.

Great, thank you. Good morning. Can you just share what the assumptions are for organic growth within the guidance for 2022?

It's about half of the revenue.

Can you describe some of the challenges you are currently facing in the cybersecurity business or the weaknesses you are observing? Additionally, you mentioned exploring different strategies; what are some of those strategies?

Yes, the biggest issue we've got there is how do you compete for customer acquisition in a very frothy environment where competitors have allowable higher than ours, because they're willing to not generate profit. And so and we've run into this before, and I think we just have to be clever and crafty in the way in which we market the customer acquisition, LTV equation is very hard right now in the cybersecurity space. But to be clear, we have a very good franchise; it's just not a high growth franchise, and not a contributor to the overall organic growth of the company, right? If you're not an organic grower, you are definitionally not contributing to the organic growth, and it is a $200 million-ish revenue business. So we would like to return to growth. I think if I were to look at the portfolio, the area where we're seeing kind of the most challenges specifically in the VPN space, it's a very competitive space. And we've got competitors who are prioritizing top-line growth over profitability in I think a non-sustainable way that I think will, as I've seen in many other markets, will at some point work itself out. But that's the environment we're in. But it is a customer acquisition. There's certainly things we need to do on the product side that we're working on. That's a matter of time, ways in which we can improve our offerings and the user experience. But those are all in the pipeline. And I feel confident about that. It really comes down to how do we get the CAC LTV equation right for the businesses.

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

Thank you, Paul. First and foremost, I just want to say we appreciate you all joining us today and joining me for my first call with the company. I've already had the opportunity to meet many of you and I look forward to spending time with each of you in the near future. It's really and truly a really exciting time for Ziff Davis and a privilege for me to be part of the team. We'll be issuing a press release later this month with regards to which investor conferences will be out in the near future. We hope to see some of you there. And again, thank you and have a great day.

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