Ziff Davis - Q1 2023

Transcript

Operator (participant)

Good day, ladies and gentlemen, and welcome to the Ziff Davis 1st Quarter 2023 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. If anyone should require operator assistance during the conference, please press star 0 on your telephone keypad. 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.

Bret Richter (CFO)

Good morning, everyone, welcome to the Ziff Davis Investor Conference Call for Q1 2023. As the operator mentioned, I am Bret Richter, Chief Financial Officer of Ziff Davis, I'm joined by our Chief Executive Officer, Vivek Shah. A presentation is available for today's call. A copy of this presentation is available 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 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 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.

Vivek Shah (CEO)

Thank you, Bret. Good morning, everyone. While the operating environment, particularly the advertising market, remains challenging, we're pleased to see incremental improvements in our business and have reasons to be cautiously optimistic about a stronger second half. While we're seeing scattered headwinds in different pockets of our portfolio along with some exciting tailwinds, it is our tech vertical that is having an outsized impact on revenue growth. Of our seven verticals, tech has been by far the most negatively affected by the current environment. In fact, excluding tech, total Ziff Davis revenues in the first quarter would have grown over 1% year-over-year. As a result, the tech vertical has shrunk to representing only 8% of total revenues in the first quarter. Most exciting for us in the quarter was the performance of our connectivity and health and wellness verticals. Both businesses experienced double-digit revenue growth.

As you'll recall, we recruited Stephen Bye to be the president of the Connectivity Division. He's hit the ground running with the team. Ekahau, an industry leader in Wi-Fi planning and optimization, achieved significant year-over-year growth. We continue to see strong demand within Ookla for core data services across the industry as operators continue to deploy and optimize their 5G networks. In our last call, I mentioned that we were seeing some green shoots in both our consumer and professional pharma ad businesses, where pharma digital ad spend appears to have returned to its more predictable pre-pandemic cadence, buttressed by a strong 2023 drug launch calendar. In March, the Everyday Health Group was, for the first time in our history, number one in Comscore's health category with an unduplicated U.S. reach of 81.8 million unique visitors.

My hearty congratulations to Dan Stone and the team at Everyday Health. The gaming vertical declined in the first quarter, but that was primarily due to the timing of Humble Games releases and a very tough game advertising comp given last year's Q1 release of AAA titles. Shopping was down in the quarter, but RetailMeNot grew for the third quarter in a row, which we view as very important. Offers.com continued to slide. As I said on the last call, we've reallocated resources to address what is largely a technical set of challenges at Offers and believe we can stabilize and return the asset to growth. Cybersecurity and MarTech were down high single digits year-over-year in revenue in the first quarter, with growth in email being offset by declines in VPN.

This represents a slight improvement from Q4, and we believe each subsequent quarter this year will represent an incremental improvement over the last. We're encouraged by strong usage and a robust new business pipeline for Campaigner and SMTP email solutions and quarter-on-quarter growth in customer ads for our VPN solutions. In addition, as we progress throughout the year, we currently expect a more favorable year-over-year impact from FX, which was a drag in Q1. On the M&A front, we continue to balance our active sourcing program with a commitment to pursuing only the highest confidence opportunities where we are uniquely positioned to unlock value. With nearly $900 million of cash and investments on our balance sheet, we continue to have a great deal of capacity to deploy capital for acquisitions. When the right opportunities arise, we will have the ability to act decisively.

We continue to be patient and selective in a market that is in the midst of a rotation that we believe will result in increasingly attractive opportunities over the balance of this year. We are very aware that our recent pace of acquisition activity has been slower than we expected. However, we believe our patience will ultimately be rewarded, and we're grateful for our shareholders' patience as well. We're always examining our portfolio and making decisions about where to invest and where to monetize assets by divesting or seeking partners to enhance the growth potential of our businesses. It's in this context that we've hired an advisor to explore strategic options for our B2B tech business, and we're pleased with the quality and nature of the discussions we're having. This is not a first for us.

In recent years, we have run several successful processes that resulted in a sharper focus for us and an exciting new chapter for the divested enterprise. Portfolio rationalization is an important discipline and healthy exercise for any company. To be clear, we intend to remain leaders in the B2C tech publishing business with brands such as PCMag, Mashable, and our newest addition, Lifehacker. I wanted to pick up from some of the discussion we had on our last call about AI. I understand investor interest in the topic is high, and rightly so. We're very excited by the potential that AI has to create compelling opportunities across our company. That's not new. We've been utilizing AI technologies to enhance and streamline our business for over a decade. Machine learning algorithms power our proprietary customer data platform.

AI powers many of our products, including Moz and our connectivity solutions at Ookla and Ekahau. AI also supports our compliance and security processes. What is new are the exciting advancements in generative AI and large language models, LLMs. We've identified three key categories of opportunities. The first is enhancing the value proposition of our proprietary data to deliver predictive analytics and insights. The second is about creating new conversational experiences across our consumer-facing brands. The third is about increasing our content velocity and gaining efficiencies in our content production process. On the data front, we possess a significant quantum of proprietary, valuable, and permissioned data. We are a global leader in connectivity insights with over 7 billion throughput tests from over 600 million app installs across more than 190 countries every year.

We are a category leader in shopping and e-commerce data with over 2 billion annual sessions and over 200 million unique visitors. Our Moz brand is one of the most trusted authorities in online search with over 44 trillion indexed links, 1.25 billion keyword suggestions, and 670 million analyzed search engine results pages. By harnessing our unique proprietary data, we can enable predictive insights that directly support our customers' objectives and create more value for them. For example, we can leverage our connectivity data to support providers with predictive insights on customers that are likely to churn. We're also excited about leveraging generative AI to create new conversational experiences with our audiences. Until now, audience engagement has primarily been one way. We can soon have two-way interactions through AI-powered virtual assistants that can deepen our audience engagement. For example, in our Lose It!

app, we can offer our audience a personalized virtual nutritionist that instantly addresses their queries based on their app inputs. This represents a unique opportunity for us to better support our audience's end objectives, resulting in greater engagement. Lastly, the opportunities to improve efficiency and effectiveness across all of our businesses have increased rapidly. For example, our various editorial teams are actively pursuing the integration of generative AI across multiple steps in the editorial workflow to produce more high-quality content. This has come about bottoms up from the editorial organization itself as our creators see an enormous opportunity to enhance productivity while ensuring the continued creation of trusted editorial content. Before I hand the call back to Bret, let me provide you with an update on our ESG efforts.

In April, we released Ziff Davis' 2022 ESG report, and separately, Ziff Davis' 2022 DEI report, both of which can be found on our website. The ESG report includes findings from our most recent greenhouse gas inventory. I'm pleased to report that our 2022 Scope 1, 2, and 3 combined emissions represent a 7% decrease from 2021. This is solid year-over-year progress and illustrates that we are on the right path as we await validation of our science-based emission reduction targets from the SBTi scheduled to happen later this month. The report also details how we've leveraged our platforms to help implement change in our communities and discusses our extensive data privacy, security, and corporate governance practices. The DEI report provides an update on company demographics and our ongoing efforts to increase representation across Ziff Davis.

Of note, in 2022, Ziff Davis increased the percentage of women we both hired and promoted. We increased the percentage of people of color who were promoted and are managers as compared to the prior year. The report also includes the latest programs, policies, and actions we are taking to foster a workplace in which all can thrive. Needless to say, I'm incredibly proud of the work Ziff Davis has done and continues to do, and I hope you'll take some time to review the reports. With that, let me hand the call back to Bret.

Bret Richter (CFO)

Thank you, Vivek. Let's discuss our financial results. Our earnings release reflects both our GAAP and adjusted financial results for Q1 2023. We will focus our discussion today, my commentary will primarily relate to our Q1 2023 adjusted financial results and our comparisons to prior periods. Let's review the summary of our quarterly financial results on slide . We reported revenue of $307.1 million for the first quarter of 2023 as compared with revenue of $315.1 million for the prior year period, reflecting a decline of 2.5%. FX negatively impacted the Q1 year-over-year growth rate, if the comparable 2022 currency values were applied to our 2023 Q1 results, revenue would have declined by approximately 1.5%.

Adjusted EBITDA was $94.3 million for Q1 2023 as compared with $100.8 million for the prior year period, reflecting a decline of 6.4%. Our adjusted EBITDA margin for the quarter was 30.7%. We reported fourth quarter adjusted diluted EPS of $1.10. While Q1 2023 was overall consistent with our expectations, we saw a widespread in performance between some of our businesses. As Vivek noted, our technology business performance, and in particular, our B2B business, continues to reflect market pressures and therefore had a disproportionately negative impact on our year-over-year results. While certain of our other businesses also declined year-over-year, as Vivek noted earlier, several exhibited year-over-year growth, primarily our connectivity and health and wellness businesses.

Excluding tech, Ziff Davis Q1 2023 revenue grew more than 1% year-over-year. On slides five and six, we have provided performance summaries for our two primary sources of revenue, advertising and subscription. Slide five presents the company's advertising revenue performance. Q1 2023 advertising revenue declined by 8% as compared with the prior year period, consistent with Q4 2022. This performance was also heavily impacted by the challenges within tech. Excluding our technology vertical, year-over-year advertising decline would have been 2%. Trailing 12-month advertising revenue declined by 7%. This was also impacted by the reduction in foreign currency rates as compared with the prior year period. Our net advertising revenue retention, an annual trailing 12-month statistic that we update quarterly, was approximately 91% for Q1 2023, largely consistent with the decline in advertising revenue.

As defined in the slide, in the first quarter, Ziff Davis had more than 1,700 advertisers with the average quarterly revenue per advertiser of nearly $90,000. This reflects fewer customers at a higher average revenue per customer as compared with the prior year period. Slide six depicts our subscription revenue performance. Q1 2023 subscription revenue grew 4.5% as compared with the prior year period and was again negatively impacted by FX. Subscription revenues grew 6% during the last 12 months, excluding the contribution from certain businesses that were divested in 2021. The table on the bottom of slide six includes subscription metrics for the last nine quarters. Sequentially, total subscription customers were essentially flat, primarily reflecting growth in Lose It! subscriptions offset by slight declines in gaming and privacy.

Sequentially, our average quarterly revenue per subscriber grew by 1.7% to $47.14. As noted on our prior call, since Q3 2022, these metrics reflect the inclusion of a full quarter of our recent acquisition, Lose It!, which is characterized by a significant number of monthly subscribers at a significantly lower average revenue than the average of our other subscription businesses. Overall, the acquisition of Lose It! has significantly raised our number of subscribers and lowered our average quarterly revenue per subscriber as compared with the prior year period. Our overall churn rate improved 53 basis points from Q4 2022 to 3.28%. This decline reflects a number of factors, including improvements in connectivity, Humble Bundle, and MarTech churn. Additionally, the company's Q1 2023 other revenues declined 2% year-over-year.

Slide seven provides quarterly organic and total revenue growth rates for the last nine quarters. Revenues from businesses owned for at least a full 12 months are included in organic revenue, while acquired revenue relates to businesses we've owned for less than 12 months. First quarter 2023 organic revenue declined 6%, a small improvement as compared with Q4 2022. This decline was -5% adjusted for FX and primarily reflects the business unit performance trends discussed earlier. Turning to our balance sheet, please refer to Slide eight. Our balance sheet continues to be strong. As of the end of Q1 2023, we had $722 million of cash and cash equivalents and $155 million of short and long-term investments. We also have significant leverage capacity, both on a gross and net leverage basis.

As of the end of the first quarter, gross leverage was two times trailing 12 months adjusted EBITDA. Our net leverage was 0.6 times and only 0.3 times if you include the value of our financial investments. During Q1 2023, we continued to monetize our stake in Consensus Cloud Solutions, selling approximately 52,400 CCSI shares for gross proceeds of $3.2 million. As of March 31st, 2023, we held approximately 1 million CCSI shares. We will continue to be opportunistic with regards to our monetization efforts. As a reminder, we have until October 2026 to complete the disposition of our CCSI stake. Our strong balance sheet is the foundation of our capital allocation strategy. We believe that we are well-positioned to continue to pursue M&A investments and other capital allocation alternatives.

We closed one acquisition for our media business in the first quarter, and we continue to pursue multiple M&A opportunities. We acknowledge that closing transactions in the current environment has been more challenging than anticipated. However, we continue to believe that we are well-positioned, both operationally and financially, to execute upon our aggressive M&A strategy. With regard to stock repurchases, we began repurchasing shares in the second quarter, and we intend to continue to do so at and even above the stock's current market price. Turning to slide 10. We are reaffirming the fiscal year 2023 guidance range that we presented in February 2023.

As a reminder, the high end of our guidance for 2023 revenue, adjusted EBITDA, and adjusted diluted EPS reflects growth rates of approximately 1%, 1%, and -2% as compared with our 2022 adjusted financial results. The low end reflects declines of approximately 3%, 6%, and 9% respectively. As we discussed on our year-end 2022 earnings call, the operating environment remains challenging. Global macroeconomic pressures continue to weigh on the purchasing decisions of our largest advertising clients, and in particular, our enterprise technology clients, and consumers continue to navigate the pressures of high inflation and rising interest rates. Our Q1 2023 adjusted results reflect the impact of these and other factors, as well as the change in certain FX rates.

As we noted on our February call, our 2023 guidance reflects the carry forward impact of our 2022 results and an expectation that the macroeconomy will stabilize during the second half of 2023. As a whole, our performance during the first few months of 2023 was largely consistent with our expectations. As to the balance of 2023, we continue to expect a stronger second half. Assuming we realize this expectation, second half 2023 revenues will reflect approximately 55% of total 2023 revenues. This revenue phasing implies a year-over-year Q2 revenue decline, with revenue growth expected in the second half of 2023.

Notwithstanding the difficult environment, we have permitted investments and initiatives that we believe hold strong promise and therefore have continued hiring into Q2 consistent with our plan, and we expect our Q2 adjusted EBITDA margins to be near or slightly above our Q1 levels. We would anticipate margins to be stronger in the second half, resulting in the overall 2023 adjusted EBITDA margins implied by our guidance. In the event we were to consummate a transaction involving our B2B business, we would anticipate adjusting our guidance. Following our business outlook slides are our supplemental materials, including reconciliation statements for the various non-GAAP measures to the nearest GAAP equivalent. This section includes a reconciliation on slide 14 that reflects free cash flow. Q1 2023 reflects strong free cash flow conversion.

Q1 2023 free cash flow is $85.3 million, a similar amount to the prior year quarter despite a lower level of EBITDA. Note that our semi-annual cash interest payments on our outstanding debt occur in Q2 and Q4, which will impact Q2 free cash flow. In addition, we plan to make significantly higher cash tax payments in Q2 2023 as compared with the prior year period. Overall, we believe our Q1 2023 results position us to continue to pursue our 2023 plan. While selectively pursuing strategic alternatives for certain of our businesses and pursuing capital allocation alternatives that we believe will enhance shareholder value. With that, I would now ask the operator to rejoin us to instruct you on how to queue for questions.

Operator (participant)

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 one on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star two 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 Ross Sandler from Barclays. Ross, your line is live.

Speaker 8

Hi, everyone. This is Joey on for Ross. Thanks for taking the question. So, any additional color you can provide on the linearity that you saw in 1Q for the advertising business? So far in 2Q, any meaningful call-outs there? Appreciate the commentary, Vivek, on the different verticals this quarter. Thanks.

Vivek Shah (CEO)

Yeah. No, listen, it's a great question. I think when we think about the advertising business and trends, it is worth unpacking by category. You start with our largest ad category, which is health and wellness. A strong quarter in Q1. As I said, I think given where the drug pipeline is and the cadence that we're seeing in the marketplace as well as the upfront, which I talked about, I think in the last call, we're optimistic about pharma, health and wellness in general. Remember, this category represents, you know, roughly 40%-45% our advertising business. It's an important one to focus on. The next largest category is shopping. You know, it should not be lost at RetailMeNot with three consecutive quarters of year-over-year growth. That's important for us to see.

I think it reflects both the execution at RetailMeNot, but also generally the e-commerce marketplace. We feel good about what's happening in retail. Gaming is choppy, and that is driven by the calendar. You know, I think by the end of the year, we feel like we'll be in a good place. The Q1 comps were tough just given that last year's Q1 saw a significant slate of AAA games. Then tech's been the issue. You know, tech as a category, both B2B and B2C, have been challenging. We're in a cycle and it's a tough cycle. We've seen it before. I've seen it in my career in other places. Tech comes back. When it comes back, I think we'll be in a very good position, particularly on the B2C side.

I think, look, you know, when we talk about the ad market, it's markets within the market, and I think the markets we're in, we feel generally optimistic about what they represent for the balance of the year.

Speaker 8

Great. That's helpful. Thanks.

Operator (participant)

Thank you. The next question is coming from Ygal Arounian from Citigroup. Igal, your line is live.

Speaker 9

Hey, good morning, guys. You have Max for Ygal Arounian. Thanks for taking the question. I guess could you guys just talk about how you think about capital allocation? You talked about stepping up buybacks and, you know, M&A opportunities. Can you just maybe give some more color on the current M&A environment, you know, how private markets are turning, and kinda how we should think about that for the rest of the year? Also maybe just on the B2B tech business, can you just maybe give us this kind of a rough scope of, you know, how impactful that is and kinda what, like, what inning we're in in that process? Thanks.

Vivek Shah (CEO)

Yeah, sure. Let me start with M&A, then maybe I'll ask Bret to talk about share buybacks in the B2B tech business. You know, 2023 is currently on pace to be the lowest M&A year since 2009. This is generally, you know, this isn't just a statement about what we're seeing. I think it's the marketplace. The lower middle market, which is where we really focus and specialize, is particularly quiet. You know, that is the backdrop. Our commitment to our acquisition program is unwavering. We have seven great platforms on which to acquire. We have the capacity to add a new vertical to that. We are very much focused on a pretty robust pipeline.

At the same time, there is a fundamental gap between buyers and sellers in this marketplace. We do believe we're witnessing a rotation, but it is taking longer than any of us would like. You know, patience and discipline have always been hallmarks of our approach, we don't look at these things in short periods of time. I might sort of remind everyone that M&A has always been lumpy. If you go back to 2019 and 2020, in those two years, we deployed $900 million against our acquisition program. In 2021 and 2022, we deployed about $300 million. I think the pendulum is slowly swinging back. If you look at this over, I think, a longer window of time, I think you'll start to see that historically we've seen this before.

Look, I also think as a buyer, we're in a privileged position. You've got tightening credit. That just tightens every day. I think for a lot of buyers using stock and deals is unappealing given market performance. As a buyer with a significant amount of cash sitting on our balance sheet, I think we do have an advantage over other buyers as this rotation plays itself out. Bret?

Bret Richter (CFO)

Sure. With regards to capital allocation, you know, as we've talked about, this is a constant dynamic process within the business that starts with a healthy balance sheet, which we're very fortunate to have. We then, of course, then look at the cash flow generation of the business over time, our expectations, the environments we're in, the markets we're operating in and make decisions. You know, with regards to the comments we made today, stock buybacks are always an important component of our capital allocation strategy. When the stock is trading at a level that we believe creates an opportunity for us to capture meaningful shareholder value by acquiring shares, that moves up in the pecking order, and we're currently allocating capital to a stock buyback.

We believe our stock has meaningful upside potential, that current trading represents sort of a discount to our intrinsic value and what we can do over time. Importantly, we believe that we can repurchase shares, fund our M&A program, and maintain a healthy balance sheet given these dynamics. Of course, you know, going back to my first statement, this is a constant and dynamic equation that we manage. There's always a healthy competition for uses of our capital, but we're very comfortable and confident with the decisions we're making at this time. Similarly, looking at our businesses strategically and how they fit in our portfolio is also part of our capital allocation strategy. We're constantly evaluating each asset and how it fits in a whole.

Evaluations like this involve numerous factors, internal factors, external factors, general market conditions specific to the business at a point in time, over points in time. In the case of Spiceworks, our enterprise tech business, given certain facts and circumstances, we've determined to explore strategic alternatives. It's early. No specific outcome is a certainty. We're encouraged by sort of the initial stages of our exploration. This approach, as Vivek mentioned, is entirely consistent with past practice as we look at portfolio review and portfolio development, we'll see what happens over time. Spiceworks a meaningful business, in terms of scale and both in its own right and relative to Ziff Davis.

I think what's interesting about this opportunity is it's both large enough to potentially be attractive as its own business, but also small enough to potentially fit in with similar businesses in the marketplace, either of which is a path that we might go down. The business can produce $70 million, $80 million, $80+ million revenue, depending on market dynamics at the time. Obviously, we've spoken about and I think we've seen by other participants in the marketplace what that market is currently exhibiting. How the next handful of weeks, handful of months, you know, quarter-plus play out will determine our path to that business.

Speaker 9

Okay, thanks. Very helpful, guys.

Operator (participant)

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

Shweta Khajuria (Managing Director in Internet Equity Research)

Thank you for taking my questions. Vivek, on generative AI and LLMs, you nicely laid out how you're leveraging it to for the benefit of the company and how you plan to do that for the long term. I guess one of the pushbacks we get is on content creation and access to content. What would you say to someone who thinks that access to content has been made so much easier with ChatGPT, whereby engagement on certain platforms could go down, whether it is a cooking website or a health and wellness website? How should we think about that? Bret, I'm sorry, but could you please repeat the cadence for the second quarter and the balance of the year for revenue and EBITDA? Just wanna make sure we got that right. Thanks a lot.

Vivek Shah (CEO)

Of course. Thanks, Shweta. look, you're right. There's certainly, you know, a hypothesis that I've heard around the threat being that generative AI lowers the barrier to entry to content. To which I say the barrier was long removed with the explosion of user-generated content. I remember the same sort of thesis sort of starting to develop. I think forgetting how the content's produced and even who's producing it, I think trust, curation, distribution, monetization, and brand matter. I think are the points of differentiation around the kind of content that ultimately has value and the kind of content that doesn't. I don't think that there's gonna be any meaningful, real change in the fact that there's a lot of content in the world today.

I also do think that marrying human and artificial intelligence only makes us stronger. I think that fundamentally, I look at it quite the opposite, that our ability to produce more, the velocity by which we can produce content is incredibly exciting. I understand that with any new technology, you know, it's that old law, right? We overestimate the impact of the technology in the short term and underestimate the effect in the long term. We believe that this technology is as meaningful as when I first saw the Mosaic browser in the early 1990s, right? You recognize what this can do. For the reasons I laid out, and probably for other reasons that we haven't even thought through in use cases, I think this is great for our business. I really do believe that we have been systematic.

If you think about things we've said in the past, we've talked about data and data exhaust a lot. Part of that is by systematically acquiring businesses that have proprietary datasets, data that is unique, data that can create a competitive advantage. I think that puts us in a very different category than maybe a lot of other quote-unquote, content companies. I'm bullish. We're obviously mindful of all the dynamics. It is early days, but there's a lot of energy and excitement inside of this company and a number of different initiatives and experiments around AI.

Bret Richter (CFO)

Shweta, thanks for the question with regards to the cadence of expectations over the course of the balance of the year. Happy to repeat them and maybe unpack just a little bit more. I think it's important in asking the question or in answering the question, I should say, is that we're not running the company in 90-day sprints. We set expectations for a 12-month period. We did that in February, made further comments on it today, and we're running the business not only over the long term, but with that overall plan for 2023 in mind.

The dynamics that we've discussed in this call, and Vivek has highlighted, is such that so many of our businesses have their unique characteristics over the course of a 12-month period that are dependent on their specific market factors, the calendar, game releases, seasonality. It's also worth mentioning, you know, businesses like our connectivity business that signs very significant contracts can often have dollars flow in just before quarter end or just after quarter end and have very little impact over a 12-month period, but a meaningful impact on a quarter. That said, having just completed the first quarter and confirming our guidance for the year, what we had said was we think it'll be a balanced first half and second half. Second half, approximately 55% of overall annual revenue, depending on, you know, what we achieve and how we perform, but that's our expectation.

It's embedded in our guidance. We will see EBITDA margins lower in the second quarter, partly as a result of the cadence of revenue, the mix of revenue, and the expectation of performance, but also because we are investing in initiatives that we believe will result in growth in the back half of the year and beyond. We're spending some money, particularly in hiring in certain of our businesses, so that'll have an impact on margins. I believe what we said is second quarter margins will be either near or slightly above first quarter margins. Of course, you know, we have to continue to run the businesses dynamically and move through the balance of the year.

Shweta Khajuria (Managing Director in Internet Equity Research)

Okay. Thank you, Vivek. Thank you, Bret.

Vivek Shah (CEO)

Thanks, Shweta.

Operator (participant)

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

Rishi Jaluria (Managing Director in Software Equity Research)

Oh, wonderful. Hey, hey, Vivek. Hey, Bret. Thanks for taking my question. As you think about the potential of divesting the B2B tech business, can you maybe help us, you know, understand your thought process behind looking at certain businesses that have faced challenges, you know, be them secular or execution? What drives the decision point between investing more and, you know, bringing in new leadership and maybe later on more acquisitions and trying to turn around the business versus ultimately deciding that divesting is the best use of time and the asset? You know, I know you did the B2B backup divestment recently and that made sense. Maybe just remind us of kind of that thought process and how you weigh those two decision points. Thanks.

Bret Richter (CFO)

Thanks for the question, Rishi. I mean, there are almost too many factors to count. You know, it's a holistic review that is, you know, both specific to the business, but I think you alluded to is also based on an element of capital allocation that we don't necessarily talk about enough in a business like ours, but it's human capital allocation. Not only where do we wanna invest our dollars, but where we wanna invest our energies, and which businesses, sort of as they compete for those energies, pull ahead and others which, you know, maybe at points in time, you know, compete less effectively. This is an exploration. Explorations are triggered by, you know, multiple factors, you know, sometimes internal initiatives, sometimes, you know, external, you know, triggers.

Essentially, we look at all of our assets in our portfolio on a regular basis and just analyze fit, analyze fit opportunity, analyze competition for financial resources, analyze competition for human resources, and even against opportunities that haven't yet manifested in our business because we're constantly out there, looking to expand our businesses inorganically through M&A. Again, no promises to an outcome here. We're early in an exploration. We're encouraged by the initial energies, but, you know, portfolio review is as important an element of our management time allocation as anything else we do.

Vivek Shah (CEO)

You know, I think one of the things, Rishi, that I would just underscore that Bret said is, you know, the internal competition for resources and capital is real. So often we have to look at an asset against the other assets inside of the company and their needs for capital, their pipelines, where they're looking to take their businesses, what the profile looks like in terms of growth for those businesses. Our capital is not infinite, right? That much we know. I think against that backdrop is part of the assessment. Then look, we're always thinking about this in terms of what is the value we might extract in a transaction, that's financial value, focus, and other positives in that against what would be the value if we continued to run the business.

We're in the evaluation stage here, right? you know, we're not gonna predetermine the outcome per se, but, you know, we wanna be transparent on the process that we're running, and I think it is healthy. as you know, we do this regularly, and as I think you pointed out, we do believe the, you know, the B2B backup process that we ran a couple of years ago was the right thing for us to do.

Shweta Khajuria (Managing Director in Internet Equity Research)

All right. Wonderful. Thank you so much, guys.

Vivek Shah (CEO)

Thank you.

Operator (participant)

Thank you. The next question is coming from Shyam Patil from SIG. Shyam, your line is live.

Jared Pomerantz (Equity Reseearch Analyst)

Hey, guys. This is Jared on for Shyam. Thanks for taking the question. I was hoping to maybe dig in a bit further on how you're thinking about bottom-line pacing, particularly in the back half of the year. Anything that you'd call out in terms of weighting between the third and fourth quarters there? Then maybe digging in on sales and marketing. After seeing some increased efficiency in the back half of last year, S&M margins were largely in line year-over-year. Are you thinking that we might see more of a similar dynamic there as the year progresses, or could we see increased efficiency?

Bret Richter (CFO)

Sure. I think unpacking the business with, you know, line item detail in a business that's as dynamic as this is a little challenging. You know, again, each of our businesses have a different mix of margins. A certain number of our businesses, you know, have partners. Certain of our businesses have external costs. Certain of our businesses have, you know, sort of internally generated content of which everything is internal. I think the important message again is that we expect our performance to strengthen in the back half of the year. We expect to see that across virtually all our businesses. We're seeing signs of it in several of our businesses, and we've highlighted those, you know, a number of them today, particularly health and connectivity.

As we get to the bottom line, different dynamics are at play, including some year-over-year comparisons that we unpacked on our fourth quarter call with regards to our cadence of depreciation and amortization. Obviously, our balance sheet is changing, and we're earning more on interest income, so our net interest expense, you know, has declined year-over-year. Our tax rate's been fairly stable, although it ticked up in the early part of this year, and part of that, you know, relates to the mix of revenue, and part of that relates to changes in foreign tax rates.

I think it's important to stay a little bit above and look at the business as a whole and look at our overall guidance of expectations again over a 12-month period and over a mix of all our businesses, rather than try to specifically unpack, you know, each and every line item.

Jared Pomerantz (Equity Reseearch Analyst)

Certainly makes sense. Thanks.

Operator (participant)

Thank you. The next question is coming from Cory Carpenter from JP Morgan. Corey, your line is live.

Danny Pfeiffer (Equity Reseearch Analyst)

Hey, guys. This is Danny Pfeiffer on for Cory Carpenter. I just have 2 quick ones. I know of, you've taken steps to get an advertising component onto Lose It!. Can you maybe talk about any success there? On generative AI implementation for the new conversational experiences, are there any other brands in your portfolio besides Lose It! you could see this being used in or that you have already experimented with? Thanks.

Vivek Shah (CEO)

Great questions. Lose It!, I mean, its core subscription business continues to be a strong grower. I just wanna make that statement. The advertising revenue has just been incremental, and it flows through at 100%. It doesn't come into our organic growth calculation yet 'cause we haven't lapped 1 year of ownership. That'll show up a little bit later. Something to point out. With respect to the conversational concept and what we had illustrated as, you know, the nutrition coach project within Lose It!, you have a buying assistant within RetailMeNot. You have, you know, a chatbot within really any of the editorial brands, game help and game guides, which are very important parts of IGN. I would say Parenting and pregnancy.

I would say that you can imagine in each of these how you can incorporate a two-way dialogue and a back and forth trained on our dataset and our proprietary content and creating an experience within our experiences. I think really there's something almost for every brand. You know, we're excited for all of that. Look, I think it drives engagement. In engagement, ultimately, we can extract ad revs.

Danny Pfeiffer (Equity Reseearch Analyst)

Thanks.

Operator (participant)

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

Pete Lukas (Director of Institutional Sales)

Yes. Hi. Good morning. Sorry, it's Pete Lukas for John. Been extremely helpful and answered most of my questions. Just wanted to know. You gave us a lot of color on M&A and how the outlook is there. Just wondering on where the focus is for you guys in terms of what you're looking at and kind of the approximate size of deals that you're seeing in the pipeline?

Vivek Shah (CEO)

Yeah. No, look, it's, you know, we're looking across all of the verticals. Tech, but B2C tech more than anything else given the process we're running on the B2B side. Shopping, connectivity, gaming, health, cybersecurity, MarTech. I think every one of our operating units are looking for deals. At the corporate level, we're looking at new verticals that we think are complementary to the verticals we're in, where we see monetization and audience playbooks that are similar, where we can apply our knowledge and platforms to them. You know, it's across the board. I would say that from a size point of view, as I think I said in, you know, earlier, kind of this lower middle market has always been our sweet spot, right? Deals, you know, that generally are in the under $100 million of enterprise value.

Having said that, you know, we have flexed up the RetailMeNot deal, a couple years ago, the Everyday Health deal, those were closer to half a billion dollar deals. I think that's still the neighborhood in which we run. You know, we like to spread, we like to spread our capital around. There are a lot of mouths to feed inside of the company. As the balance sheet builds, it doesn't change our view into our sweet spot. I don't think get duped into, "Oh, well, we've got all this capacity, let's go necessarily bigger." We're not afraid of a bigger deal, I think generally our inclination is to feed as many of our general managers and the various platforms in the company.

Speaker 9

Very helpful. Thank you.

Vivek Shah (CEO)

Welcome.

Operator (participant)

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

Vivek Shah (CEO)

Thank you, Paul, and thank you everyone for joining us today for our Q1 2023 Earnings Call. Our upcoming conference participation schedule is detailed on our website. We have some activity planned for the next handful of weeks, and we hope to see some of you there.

Operator (participant)

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