Welcome to the IAC, and Angi’s Third Quarter 2024 Earnings Conference Call. All participants will be in listen-only mode. [Operator Instructions] Please note this event is being recorded. I would now like to turn the conference over to Christopher Halpin, Executive Vice President, CFO and COO of IAC. Please go ahead, sir.

Thank you, operator. Good morning, everyone. Christopher Halpin here, and welcome to the IAC and Angi Inc., third quarter earnings call. Joining me today are Joey Levin, CEO of IAC, and Chairman of Angi Inc. and Jeff Kipp, CEO of Angi Inc. Similar to last quarter, supplemental to our quarterly earnings releases, IAC has also published its quarterly shareholder letter, which is currently available on the Investor Relations section of IAC's website. We will not be reading the shareholder letter on this call. I will shortly turn the call over to Joey to make a few brief introductory remarks, and we'll then open it up to Q&A. Before that, I'd like to remind you that during this presentation, we may make certain statements that are considered forward-looking under the Federal Securities Laws. These forward-looking statements may include statements related to our outlook and strategy and future performance and are based on our current expectations and on information currently available to us. Actual outcomes a results may differ materially from the future results expressed or implied in these statements due to number of risk and uncertainties including those contained in our most recently quarterly report on Form 10-Q and our most recently annual report on Form 10-K and in the subsequent reports that we filed with the SEC. The information provided on this conference call should be considered in light of such risks. We'll also discuss certain non-GAAP measures, which, as a reminder, include adjusted EBITDA, which we'll refer to as EBITDA for simplicity during the call. I'll also refer you to our earnings releases, the IAC shareholder letter, our public filings with the SEC and again to the Investor Relations section of our respective websites for all comparable GAAP measures and full reconciliations for all material non-GAAP measures. And now, I will turn it over to Joey.

Thanks, Chris. Obviously, the big news today is that we are contemplating a spin of Angi, which if we completed would be the spin of IAC in four years and obviously join a very long line of spin-off out of this company. Besides creating two separate focus companies, this move would allow Angi to stand on its own, have a more liquid currency and a standalone ambitious strategy, whether that's M&A or capital allocation generally. The key to making this possible is the fact that profits in cash flow and the business have improved meaningfully. Consumer experience has improved meaningfully, and jobs done well has become a true driving obsession of everybody in the business. And Jeff and I believe strongly the business has revenue growth again in its future and profitability will be stable from here. So we're in a position to do this, a strong position to do this, and grateful for the opportunity to have another spin out of IAC. I'm sure we'll have a lot of questions on all of this and IAC's performance generally, which I think was very good this quarter. And people worked hard, we're very proud of the work everybody did this quarter. And so let's get to the questions to talk about it. Thank you. Operator, first question, please.

[Operator Instructions] Our first question will come from Cory Carpenter with JP Morgan.

Thank you and good morning. Joey, could you expand on why now on exploring the Angi spin? And then second question related to that, which you just mentioned, what's giving you the confidence in Angi returning to revenue growth and is there any impact you're expecting next year from the SEC’s 101 consent rule? Thank you.

Yes, I'll take the first one and I'll let Jeff do the second but I can weigh in there too. The answer to why now is as we said through many spins, we've done in the past there's not a particular formula or a specific kind of automatic trigger on these things. It's a confluence of things and one is the business being spun and the other is the impact on what's left behind. And in the case of Angi the business being spun the key is it standalone, strong and healthy and capable of being on its own in the public markets. And business is now comfortably profitable, comfortably generating cash flow and we think on the right path strategically. It has all the pieces it needs to really deliver for the consumer, and there's a lot of execution ahead in terms of product, but there's also a lot of execution behind it in terms of product and seeing that come through on things like retention and customer satisfaction. So we like the path that Angi is on right now and like Jeff's ability to execute against that. There also is benefits to a more liquid currency. There's more direct investor access. There's the ability to use that liquid currency, whether it's for M&A or compensation. I think being spun off and stand alone, those things can help. And of course, this is also a tax efficient concept in the sense that the spin, if we do it, would be tax free. And the other piece is that it allows IAC to focus. We've really been on a campaign of slimming down, focusing, and we think that can allow us to do fewer things better. And that's what we plan to do with IAC.

Yes, in terms of our confidence in the stability and future growth of the business, I'm going to start by going back two years to when Joey took over the business with tremendous opportunity to improve at the time. Joey and the team committed to improving the quality of the business, the customer experience, and returning the business to profitable growth. We've moved a fair amount of lower quality traffic off the ship. We removed some of our lower quality third party traffic, and we've moved a significant portion of the business to consumer choice, which I'll come back to in a minute. The result has been that our jobs done well rate has grown about 30% in the last year, pro-retentions risen material each quarter, and we've referenced that. Homeowner NPS year-over-year is up by almost 60% in this last quarter. So those are big markers and a tribute to what's been accomplished to drive the long-term experience and growth of the business. We've also taken our unit economics apart and put them back together. We've right sized our sales effort to drive long-term ROI, and we've re-engineered our paid marketing to drive material profit growth despite revenue decline. You can see it in the near 30% paid channel profit growth in the last quarter. We deliver profit growth in 2023 despite revenue declines. We're doing so again this year, and we'll hold our profit again next year, as Joey referenced, as we make the next major investment in our customer experience. By moving really the vast majority of our traffic that comes through our core customer journey to consumer choice. Yes, I'll come back to this in a minute. We've really been progressively moving our business towards consumer choice because we believe it's the best way to drive the customer North Star experience of jobs done well in this marketplace. You may recall that our European business, which has an estimated jobs done well rate materially higher than the Angi US, operates completely on a consumer choice model. We're accelerating our move in the US consistent with both the European model and the FCC order related to the TCPA that I think most of you are aware of. And we're thus taking one last big step in our two-year path of effectively reducing revenue but making material improvements in the customer experience and the long-term trajectory of the business. For those of you who aren't familiar with the FCC order, the portion of the order I'm referring to is it requires a business contacting a customer and using auto dialer technology to have one-to-one consent from the customer to do so. The order is going to go into effect in January 2025. And we'll be there on our move to consumer choice as well. We really welcome this change, although, we do expect some volatility in the first half of next year. And we don't know precisely how the impact is going to play out. But with the size and quality of our network and our ability to provide deep liquidity and one-to-one consent across that network, we believe we're uniquely positioned to benefit from the new landscape that's going to emerge post-order. We do think that the order will have the greatest impact on our third-party channel. However, we also expect the move to yield incremental real leaps and jobs done well in PS or retention and put it squarely where we want to be with our customer experience. It is going to mean another bump down in revenue. I would say we expect our first quarter to be down about as much as the quarter just ended and in line with what we expect in the fourth quarter. But from there, we do expect to stair-step up and grow in 2026 based on what we know and is in front of us. We have confidence in that. In terms of profitability, we fully expect to hold our profit in 2025. Joey referenced this. I referenced it. Given everything I've already mentioned, I think the first quarter of 2025 will probably bump down from Q4 of ‘24, similar to the bump down Q4 ‘23 to Q1 of ‘24, but then we'll improve sequentially each quarter along with the revenue after that. All of this together gives us real confidence in the financial trajectory of the business and our return to growth.

Operator, next question?

Next question will come from Jason Helfstein with Oppenheimer.

Hi, thank you. There's one question, then a housekeeping question. So just to elaborate on that, I guess, for Joey and Jeff, I mean, many of us have covered Angi HomeAdvisor, y'all for a long time. There's always been this big promise of a TAM, you talked about it in the letter. And it's historically been hard to unlock, whether it's just word-of-mouth, Google, social media. Fully appreciate the improvement in efficiency in the business that you've been able to do, but I guess why should investors get excited now that you finally figured out how to kind of really unlock the growth that has been elusive for kind of 15 years, basically, in this vertical. And then a follow-up, just remind us the basis of the MGM stock and what's the tax treatment if you were to potentially sell that state. Thank you.

Thanks, Jason. Chris will take the second one, but the first one is the fundamental difference right now, which hopefully you've been hearing for a while, and we see and have shared a lot of the underlying metrics of this is an absolute obsession with customer experience. The folks who have succeeded at disintermediating Google, which is obviously a very tall order, or going after things like word-of-mouth are the ones who have absolute customer obsession in getting jobs done well. And I think that change in our mantra is what's going to drive both pro-retention, the changes, the economics of the business, and allows us to reinvest in compelling ways, and a homeowner repeat rate, and a homeowner satisfaction, which allows us to reinvest in compelling ways. That is the difference, and that we're doing on a brand that is entirely dedicated to home services. That doesn't really exist in the market, and that, I think, decides with us. And I think throughout the past, there has been probably an overemphasis on more shorter-term results and less on the longer-term investment of an obsessive customer experience. And that's what we've put in place. That's what we continue to put in place. And if we do continue to do that, I think that we can build a compelling direct brand with homeowners that goes after those other portions of the market that you mentioned. You want to add to that, Jeff?

No, but completely agree.

And then Jason, on the MGM stake, we currently hold 64.7 million shares of MGM. Our basis is just below $1.3 billion. IAC has net operating losses in excess of $1 billion. It was $1.4 billion as of end of last year. We'll probably use, or we know we'll use some this year to offset profits. But at the current trading levels of about $1 billion, one gain, we've got more than enough NOLs to offset. So we think about it, and you can see it in the sum of the parts, as the market value of the shares is the appropriate way to think about our holdings, because we can offset any taxable gain right now. Thank you. Operator, next question.

Next question will come from John Blackledge with TD Cowen.

Great, thanks. On DDM digital revenue, can you talk about the drivers of the 3Q overall revenue outperformance, notably ad revenue accelerating at a faster pace than expected while performance marketing and licensing were a bit lower? And then for 4Q, can you unpack the mid to high single digit revenue guide relative to our, we had kind of like low double digit revenue growth in 4Q. And then as we look into 2025, just any color there on DDM digital top line growth. Thank you.

Sure, John, thank you. Third quarter digital performance was excellent across both traffic and monetization. Digital advertising revenues grew 26% led by 14% growth in core sessions. And we're happy to see overall sessions were positive for the quarter for the first time in a while. Traffic growth was particularly strong in our entertainment, food properties, and we continue to see momentum there. Digital, or sorry, direct ad sales were strong as well. Perhaps even aided a little bit by advertisers pulling some spent forward into September ahead of the election. And then programmatic was superb with rates up 30% plus in the quarter. Performance marketing disappointed at down 7% with continued weakness in financial services such as insurance and brokerage. That segment has improved this quarter and we expect growth in the fourth quarter across performance marketing broadly. And then licensing continues to be solid driven by both our OpenAI partnership and AppleNews, up 17% in the quarter. So overall, it added up to 16% digital revenue growth, our best quarter since we acquired Meredith. And we were also happy with how that flowed down to adjusted EBITDA. We would highlight aggregate adjusted EBITDA only grew slightly in the third quarter. But that growth rate is dragged down by an $8 million favorable tax release related to the Meredith acquisition that benefited our corporate expense a year ago. Digital EBITDA grew 28% this past quarter and incremental margins were 42%. When you look at fourth quarter, October, the month was softer on both advertising spend and traffic than we expected, resulting in digital revenues were only up 7% in October for the month. We knew there'd be some challenges with the election but consumer distraction and advertiser caution exceeded our expectations. We'd note for those who are newer to the story that Dotdash Meredith does not sell digital inventory on its titles to political advertisers. So there's no benefit from the election and just headwinds for the properties. Good news for DDM was the election was rapidly decided and things are shaping up to come in during November and December with advertisers steadily returning. We know Thanksgiving is a week later, so things are tighter in the overall holiday shopping period. DDM is pushing hard across its properties to drive both advertising and performance marketing, but we thought it prudent to guide fourth quarter digital revenue to the mid to high single digits at this point. Now, looking to 2025 and beyond, we are still confident in 10% digital revenue growth as the baseline for the DDM business. That will be, as we've said before, driven roughly half by traffic growth and half by improved monetization. And I'm sure we'll talk about D/Cipher which is a key advantage tool for us in monetization. Individual quarters may bounce around above and below that 10% target, but we still have confidence in that as the long term driver of the business.

Thanks, John. Operator, next question.

The next question will come from Eric Sheridan with Goldman Sachs.

Thanks so much for taking the questions. Two, if I could. First, with the decision to break out Care as a reported segment, I want you if you could hit the refresh on where that business sits today how are you thinking about the market opportunity set ahead for Care in the years to come? And then secondarily, Joey, there were sort of some cross currents in the letter, the depressed evaluation of IAC, x-MGM, but you also talked about the M&A environment being challenging from a valuation standpoint. Any reset or refreshed view on capital allocation broadly against what you see as the opportunity set? Thanks so much.

Thanks, Eric. So, on Care, we've been thinking about this for a while and certainly with, or, especially with an Angi spin, if that happens, breaking out Care as its own segment makes a lot of sense. It's a scale business, $365 million of revenue and $45 million of adjusted EBITDA over the last 12 months. I think by far category leader in terms of online digital marketplace, bigger in terms of brand, bigger in terms of audience, bigger in terms of providers and families by an order of magnitude relative to any competitor that we're aware of. And so that is the basis of, I think, a lot of potential in the business. When we look at the opportunity, if you want to just put some numbers around it near term or even longer term, the site receives 7,000 to 10,000 job posts a day and 70,000 to 100,000 applications a day. And we're only converting a very small fraction of that into paying customers. And what that tells you is we have the liquidity both on the supply side and on the demand side, and I think we have the potential, and our new CEO has been there about a year, Brad Wilson, has been very focused on this. We have the potential to improve the product and customer experience, especially using tools like AI and machine learning to get those matches better, to use conversational UIs to get better information out of both the family and the caregiver to make those matches better. And if we can do that, we think we can drive conversion and also do a better job optimizing pricing and packaging there. The other thing that's been a nice tailwind for the business, I think COVID was with some volatility in the business, it might have brought some demand forward in terms of in-home childcare, and then that's a headwind as people move back to out-of-home childcare. But one of the things that I think has been a tailwind, and will continue to be a tailwind for the business, is the enterprise portion of the business where enterprises are increasingly taking on the responsibility for their employees to deliver care, childcare, senior care in the same way or similar ways to they've historically taken on responsibility for healthcare. I think that's a trend that's only going in one direction for a very long time, and Care should be a beneficiary of that, has been, and should continue to be a beneficiary of that if we continue to execute there. The other thing that is embedded in Care that is currently underappreciated is beyond childcare, things like senior care, adult care, and pet care, relatively small pieces of the business today, and sort of in the background relative to childcare, but we can start to innovate on those products, and we think serve those markets better, and we've got some things coming out in particular for senior care shortly, which we hope will start to address that. So, we're excited about the potential in that business, and Brad Wilson, new CEO, has been executing against that, and we'll see how that goes. In terms of capital allocation, Eric, we are, nothing has materially changed. We've had a discount for a while, and we have not been active in the M&A market. We've been more accumulating cash than spending cash, and I think that's okay until we find opportunities that meet a very high bar. Everything is still on the table for IAC as it relates to capital allocation. We talked last quarter, Barry's preference as it relates to share repurchases, but everything is on the table, and we'll continue to be on the table for capital allocation, and in the meantime, the cash balance grows.

Thanks, Eric. Operator, next question.

The next question will come from Ross Sandler with Barclays.

Great. Back to DDM. Guys, on D/Cipher, there's a bunch of new information in the letter about how that's driving some improvement. Could you just talk about how the approach has changed with OpenAI now powering some of the number crunching at D/Cipher, and how quickly you can roll that out to all your advertisers? And then more broadly, as we work out over the next like five years, how can you take this technology to off DDM inventory, and how big of an opportunity might that be? Thanks a lot.

Yes, it's a really important question. I'll start now, I'll turn it to Chris, but I wouldn't say that the approach has changed with respect to D/Cipher. I'd say, well, what we added to D/Cipher with the OpenAI integration is the ability, as you referenced, to start to address the off-DDM inventory. So we, for a little while now, have had DDM's inventory mapped nicely to outperform, generally, the market on intent, given the nature of DDM's inventory and the data we have, the unique inventory and the unique data that we have surrounding that. And that's driven performance, that's driven outsized growth in CPMs and some of the stats we talked about, about how D/Cipher advertisers perform relative to non-D/Cipher advertisers. What the OpenAI integration did was take that same mapping that we have inside of DDM and map that to, I think, something like 30 million more URLs or somewhere in that neighborhood. And so now we have the ability, whether through partnership or we can just buy some of that inventory to sell that inventory to advertisers to increase the size of their buy with us and to deliver larger scale packages. And that's something that we think we can deliver in 2025 when we expect to be a driver of growth unbound by the size of DDM's existing inventory. You want to add to that?

Yes, I think the only additional element there, when you think about third party properties, you've got the demand and the supply side. Right now of DDM's existing inventory, D/Cipher can address 100% of our supply. We significantly increase the supply through the capabilities that OpenAI has brought to the product to score. And then we can now transact across those incremental 30 million websites that are in categories similar to DDM. So the effective supply that we can D/Cipherize will only increase. On the demand side, and Joey talked about this in the letter, right now, in terms of how our advertisers and agencies buy, only about half of the $640 million of digital advertising revenue is going through demand channels that where D/Cipher is addressable. So as of right now, we demand that comes through, essentially, forward contracted orders from advertisers and agencies. D/Cipher can be utilized. Right now, about half the revenue is coming from D/Cipher inclusive campaigns. And about half non-D/Cipher inclusive campaigns. We said in the letter, the former, where D/Cipher is an element, are growing 25%. And the latter are growing about 5%. So you can see the growth driver that D/Cipher is. But that's only on about half of our digital advertising demand. The other half are either direct programmatic orders, essentially, to Dotdash Meredith Digital or fully programmatic orders across open ordering. The roadmap for D/Cipher is to make D/Cipher applicable to those channels and really increase the addressable portion of the demand. So it's all in the roadmap and OpenAI was a key step and we continue to grow the supply side, and then we also think we'll continue to grow the addressable demand side through product investment and development. Thank you, Ross. Operator, next question.

The next question will come from Dan Kurnos with The Benchmark Company.

Yes, thanks. Good morning. Chris, can I just follow up on that? Are you as fully distributed as you want to be within the ad tech ecosystem and do you need to make any incremental investment? We obviously know it's a pretty heavy lift to get Meredith up to Dotdash standards, but is there any more lift you need to do in order to achieve just kind of full D/Cipher coverage on programmatic? And then, Joey, obviously, we've been here forever on this. You used the word, I guess, well, the word de-conglomeration. Is that a long-term philosophical change for you in terms of M&A companies in the portfolio, time to spin, increased focus, and what does it mean for things like stakes and Turo and MGM? Thanks.

No, it's not, Dan, it's a good question, but it's not a long-term change. We've always been de-conglomerating and re-conglomerating. I think right now we're focused on; we want to focus on fewer things simplifying and executing strongly against those things, and that's our near-term priority. It is possible in the future that we add new leg size, but for the moment we are a step focused on slimming and executing, but we have a large cash balance obviously. We have the, I think, wherewithal to do other things, and we're going to remain curious and remain interested in other things that are possibilities for IAC that are either already in the portfolio or could be new things. And so that really hasn't changed, but I'd say short-term, certainly with the step of Angi, it is more slimming than expanding.

Again, and then thanks on the DDM question, break it down into a couple elements. As you mentioned, post-combination of Meredith onto the Dotdash platform, we feel excellent about the state of our programmatic stack and programmatic integrations broadly, so the ability for us to transact with the inventory that we don't sell directly and get excellent monetization there. We feel great about the state of our ad tech stack and optimizing price and serving frequency, et cetera, and that Neil and his team have done a tremendous job building that out. The two continuing efforts, which we've talked about in the past, one is continuing to have D/Cipher integrate into demand-side platforms. We've talked about the Amazon platform previously and chipping away at others. The key step there is for them to accept non-cookie-based targeting and ad buying within their DSP. For some, it can be natural or a relatively easily executable step. Others, everything they're doing is cookie-based, so it requires them to look at their algorithms differently, but we're chipping away on that and allows D/Cipher to go more broadly. The second is further integrating ourselves directly into the workflows of agencies and then the large advertisers that transact directly through themselves. For us, that's a focus on developing the managed service capability that DDM can offer where D/Cipher is increasingly productized and programmatic-like on a direct basis. So we've talked about some ad tech acquisitions may help in that last case. All of them are part of the D/Cipher roadmap and a core focus of DDM management. And the company is heads down executing to make D/Cipher addressable to even more of the ad market. Thank you. Operator, next question.

The next question will come from Tom Champion with Piper Sandler.

Hi guys. Good morning. Maybe for Jeff, I was wondering if you could elaborate a little bit on the comments in the letter on the Ads Pro product and the Leads Pro product unification. Is this a test? Did it already happen? Maybe something you did in Europe. And then, curious if you could talk to the relationship with the jobs done well metric. Any connection there or would this amplify that trend? Thanks.

Sure. So right now the Ads and Leads business exists as two different products, but also on two different platforms. Fundamentally, it's the same transaction that happens. Pro pays us several hundred dollars for a bundle of Leads or contacts with homeowners. So at the end of the day, this sort of business deal isn't that different. But operating it in two formats with some inconsistencies and set up on different technical platforms isn't, was alluded to sort of the way you do it if you were building it from scratch. So we've set out to get onto a single platform so that we can market consistently and run the business consistently and sell one product to our customers rather than multiple products through multiple salesforces. We have been running a test to understand the efficacy of selling the single product. It is performing better than the Leads, almost as well as the Ads, and we see a path to ending up on the same product. The same product will be a pro paying several hundred dollars for a bundle of Leads. So we don't expect this to be disruptive commercially or disruptive from the customer experience or, frankly, to our customer base because it's fundamentally the same business deal. And we think that getting it on the same platform will improve our business a great deal, again, by selling one product to our customers and marketing into one customer base. In terms of jobs done well, we think this will also enhance the business. Currently, the difference between our Ads and Leads product is that Ads effectively buys a bundle of zip codes across a single category, whereas Leads are able to specify tasks within a category and specify zip codes. What that means is that the Leads product lends itself better to matching than the Ads product. And what we will effectively do is take the Ads product, which is a commitment product, and move it onto the Leads platform as a commitment product but with the matching features which we think will actually materially enhance jobs done well for that piece of our customer base. So in short, we think we're going to drive commercial efficiency and effectiveness and jobs done well. And at the end of the day, I don't think you asked this, but just to cover it, this is a migration of about the size we've already performed five of in Europe and are about to form a six by moving the Canadian business to the European platform. So this is a core competency in Angi. And although these things are not simple or easy, this is about as close to BAU as it comes when it comes to doing one of these things.

Thanks. Operator, next question.

The next question will come from James Henny with Jeffries.

Thank you. Can we just get a little bit more detail on the comment that you made around reducing corporate costs post in Angi spin and what specifically are some of those areas and how much could we expect in terms of savings over the near medium and long term? Thank you.

Sure. I'll start and Chris can add to this, but we're not putting a number out on it, James, but we'll look at all corporate costs. Everything's on the table in there to figure out what we need in a slimmer IAC that currently provide services for Angi. Some of those costs may go with Angi and some of those costs may go away. And we're everything in that context is on the table and we're just beginning that exercise right now, making sure we preserve the ability to grow at IAC, but do that more efficiently inside of it.

Yes. It's an active analysis, part of it is also looking at the corporate functions that Angi utilizes and understanding if the spin happens, what would the needs and level of infrastructure be for that area and those areas post-spin. Also historically, when we have spun, some of our people go with the spun company to help build out the functions that don't exist at the spun vehicle as they relied on corporate. So active analysis that we're going through and we'll likely be coming back to you next quarter when we're setting out guidance for next year.

Great. And maybe just one quick follow-up on just the macroenvironment that you're seeing within digital advertising. Obviously, a pretty strong quarter in Q3. I'm just curious what you're seeing maybe by vertical or just generally in the macro landscape.

Yes, we talked about October already being a little bit light, but as far as what we can see from the consumer, it seems reasonably healthy right now. When we look at MGM, when we look at Turo, when we look at basket sizes in the commerce part of Dotdash Meredith, we don't see the consumer, at least the consumer that we're generally interacting with, retreating in any meaningful way. It seems relatively stable, but for October, which we think was -- there was a lot of distractions in October. And then specifically with respect to advertising categories at DDM, the slowdown in advertising spin was pretty broad-based. We saw in the last couple weeks of October ahead of the election. Since then, we've seen categories like retail, technology, and health come back solidly. Food and CPG had a strong September, but is coming back more slowly since the election. And then home and travel are both slow, but that's been due to secular slowdowns for a while. So, and then one other, entertainment and media continues to be very weak as streaming is -- streamers are still broadly trying to find their way. So we expect a number of these to come back in the coming weeks as we ramp up into the holidays and as we say, the Super Bowl for our food properties of Thanksgiving and December, and the team is pushing along.

Thanks, James. Operator, next question.

The next question will come from Youssef Squali with Truist.

Thank you very much. So a couple of questions. First, on the data licensing deal, can you talk about the contributions of OpenAI to the core and just generally, what does the pipeline looks like? Just with these types of deals, once you do a deal with one big platform, typically you do deals with a whole slew of others, we haven't heard of any yet, so maybe just provide some color on that. And then, Joey, on the Angi spin-off, why just float the idea as a potential event at this point? What are you hoping to gauge before you make a final decision and potentially comment for that? Thank you.

Sure. I'll start and Chris can add in some detail on the licensing. Just in terms of what's happening broadly on licensing, you've got a number of term sheets since the OpenAI deal, so there is activity in the market, but we haven't gotten to any others or at least of any noteworthy scale to a level of transacting or announcing them. But there's active dialogue and different platforms have different perspectives on it. Some respect intellectual property and some aren't there yet and might need some assistance on getting there. And so we'll see how that evolves. But there is certainly a number of active dialogues along those lines. And on the question of timing, that's both a tactical issue and a legal issue when you start to consider you actually have to make a disclosure around that as 85% shareholder. And that also allows us to start to explore details of that with everybody necessary in the ecosystem or constituents in that ecosystem to figure out the details. I do think it is highly likely that we get to the conclusion that we will spin Angi, but there are some processes and boxes to check with all constituents to get that done.

Thanks, Joey. And Youssef, with respect to the OpenAI deal, if you look at, and there are two parts to that license, one is a fixed component, which we recognize ratably, and the other is a variable component, which will true up at future dates, depending on metrics we have there. But right now, we're really representing the, recognizing the fixed component. If you look at Q3 of ‘24, we were, licensing revenue was up about $4.1 million year-over-year. The lion's share of that would be driven by the OpenAI license. So that's on a quarterly basis, a good proxy for the revenue we're recognizing. And then the variable components will be calculated and recognized in the future. Thank you. Operator, next question.

The next question will come from Yugal Arouninan with Citigroup.

Hey, good morning, guys. Just to follow up on the last question around the licensing, and you mentioned the letter AI overviews showing up in about 20% of queries. Can you expand on that a little bit, what you're seeing there trend-wise, what you expect, how you expect that to play out over time? I know right now; you're not seeing much of an impact of traffic. Do you think that it stays that way? And then, Joey, you just mentioned the term sheets, but in the letter, you also talked about protecting your IP. Maybe we can just expand on that as well. Thanks.

Sure. In terms of what we're seeing so far, when it's there, we see a low, mid, single-digit impact. Sometimes, actually, it's positive. Sometimes, it's more than that. Sometimes, it's less than that. It really depends by category and our content. But remember only, that entire thing, it's rolled out on 20%. But also, that's only a subset of our traffic. So when you put all that together, the impact to Dotdash Meredith is minimal. We don't know how the UI evolves. And we don't know how penetration evolves. I do expect penetration will continue to grow. And I expect that we'll continue to feature decently in that penetration, because meaning in the AI overviews, because our content usually is, me as an unbiased observer, the best. We invest a lot in that content. We make sure that our content is accurate and well sourced and therefore it earns its space in AI overviews or elsewhere in terms of users digging deeper and getting into our content. So we think we're in a good place there. We think we have been holding our ground and we do expect to continue to, but that market evolves quickly and it's something we're keeping a close eye on and that gets to your second question which is if traffic, if people are using our content but not sending us audience or compensating us in some other way, we are going to have to protect our intellectual property and to make sure that's the case. So far that has not been the problem, but if that becomes a problem, we certainly will protect it.

Operator, one more question please.

Yes, sir. And the last question will come from Nick Jones with JMP Securities.

Thanks for taking the questions. Jeff, on Angi, monetized transactions per service request continue to improve, but we see kind of service professionals going lower, monetized transactions going lower albeit slower than service requests. I mean, how should we think about that metric going forward? As you kind of turn the corner for growth, let's say in 2026, is that a metric that can be stable, that could see the grow, is there a gating factor we should be aware of as we think about kind of the algorithm for growth in this business? And then Joey, on M&A, are there any learnings kind of from the last evaluations really kind of got ahead of everything? Kind of post-election, I think there's folks maybe speculating that the evaluations may kind of run a lot higher, does that kind of mean you're staring down maybe a multi-year period of really struggling to find any M&A? Are there any learnings from kind of the last time that maybe make it different if that happens this time? Thank you.

I'll start on the first question. So there's a few components to what you're talking about. Our monetized transactions per SR are going up as we better manage our SRs against the capacity in our system. With the inflection, we expect in revenue growth in ‘26, we also expect monetized transactions to start growing again. The other piece you mentioned is the number of service pros. The fact is our existing base of service pros is effectively outperforming in growth what it used to, because our retention is going up. So if you normalize the acquisition over the last couple of years, you would actually see growth in the service pro base, but because we are taking down low profitability service pro acquisition, you are seeing a decline. So as we get to, I think you used the word floor, so I'll use it, as we get to a floor in terms of taking the last piece out of our traffic with moving to consumer choice and consent, and then getting to the right size in terms of our salesforce and our acquisition approach with our pro marketing, we will effectively level out in 2025 and grow again across all these metrics in 2026. So hopefully, I think that answers all the pieces of it and also explains a little bit of why we see the growth even though optically you are not seeing it on the face of our metrics.

I think on your other question, what is key in any environment, probably not telling anyone anything they don't know, but what is key in any environment whether valuations are down or valuations are creeping up is having an edge in the things that you are going after, and that's certainly what we have looked for and will continue to look for. If we go back to the last big acquisition, biggest acquisition we did, which was Meredith, while the timing was not ideal and we got some things wrong as it relates to the COVID benefit that both our business and Meredith's business were seeing at the time, what has turned out to be true was the strategic value of that transaction. And the only reason that we're doing okay in that transaction right now, not what we originally hoped for, but the reason that we're doing okay in that transaction right now is because we were able to deliver that strategic operating execution difference in that business with bringing what was an un-modernized digital business into the modern world to the point where we could start to take share as a publisher. So we had a meaningful macro headwind on that business, which we underappreciated the potential of that, but the strategic element was essential to the survival and what is now winning and taking share in that category as a digital publisher. So we'll continue to look for an edge, and when we find an edge, that is something that enters the realm of possible, and that's what we continue to look for.

Thank you, everyone. Thank you, operator. Wish everyone a good day, and thank you for your time.

The conference is now concluded. Thank you for attending today's presentation. You may now disconnect.