ZETA Zeta Global Holdings Corp

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 25, 2025

 

 

ZETA GLOBAL HOLDINGS CORP.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware			001-40464	80-0814458
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
3 Park Ave, 33rd Floor
New York, New York				10016
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 212 967-5055

 

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, par value $0.001 per share		ZETA		The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

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Item 2.02 Results of Operations and Financial Condition.

On February 25, 2025, Zeta Global Holdings Corp. (the “Company”) issued a press release announcing its financial results for the fiscal year and quarter ended December 31, 2024. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.		Description
99.1		Press Release, dated February 25, 2025
104		Cover Page Interactive Data File (formatted in Inline XBRL)

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

			Zeta Global Holdings Corp.
Date:	February 25, 2025	By:	/s/ Christopher Greiner
			Christopher Greiner Chief Financial Officer

 

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Exhibit 99.1

 

February 25, 2025

 

Zeta Announces Record Financial Results and Zeta 2028 Targets

 

 

NEW YORK – Zeta Global (NYSE: ZETA), the AI Marketing Cloud, today announced financial results for the fourth quarter and full year ended December 31, 2024.

 

“At Zeta, we’ve consistently skated to where the puck is going. Our early investments in AI and first-party data are resonating with customers and prospects, fueling our record fourth quarter results and contributing to our market share gains,” said David A. Steinberg, Co-Founder, Chairman, and CEO of Zeta. “We believe these investments will propel us to over $2 billion in annual revenue by 2028, as outlined in our Zeta 2028 plan.”

 

“Our performance is best summed up by consistency and momentum,” said Chris Greiner, Zeta’s CFO. “We exited the year at our highest ever growth rate of 50%, while notching our 14th straight quarter of beat and raise guidance. But more importantly, we are in rarified air when it comes to delivering 20% revenue growth and free cash flow margin expansion annually from 2021 through 2025–an accomplishment only 7 other public technology companies can point to, out of more than 500 in the US. And to put an exclamation point on it, our newly announced Zeta 2028 plan targets doing the same for the next 4 years.”

 

Fourth Quarter 2024 Highlights

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Full Year 2024 Highlights

 

Guidance

 

First Quarter 2025

 

Full Year 2025

 

Zeta 2028

 

Investor Conference Call and Webcast

Zeta will host a conference call today, Tuesday, February 25, 2025, at 4:30 p.m. Eastern Time to discuss financial results for the fourth quarter and full year 2024. A supplemental earnings presentation and a live webcast of the conference call can be accessed from the Company’s investor relations website (https://investors.zetaglobal.com/) where they will remain available for one year.

 

About Zeta

Zeta Global (NYSE: ZETA) is the AI Marketing Cloud that leverages advanced artificial intelligence (AI) and trillions of consumer signals to make it easier for marketers to acquire, grow, and retain customers more efficiently. Through the Zeta Marketing Platform (ZMP), our vision is to make sophisticated marketing simple by unifying identity, intelligence, and omnichannel activation into a single platform – powered by one of the industry’s largest proprietary databases and AI. Our

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enterprise customers across multiple verticals are empowered to personalize experiences with consumers at an individual level across every channel, delivering better results for marketing programs. Zeta was founded in 2007 by David A. Steinberg and John Sculley and is headquartered in New York City with offices around the world. To learn more, go to www.zetaglobal.com.

 

Forward-Looking Statements

This press release, together with other statements and information publicly disseminated by the Company, contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Any statements made in this press release or during the earnings call that are not statements of historical fact, including statements about our 2025 guidance, the Zeta 2028 plan, the financial targets and underlying assumptions of the Zeta 2028 plan and the timing of when we will achieve the Zeta 2028 plan, the impacts of our prior investments on accelerating the timing of the marketing cloud replacement cycle, our products capabilities to provide strong investment returns to our customers, our strong competitive position, visibility of our current and new customers, expansion of existing customers, the capabilities of AI and Zeta’s platform, the acceleration of the digital transformation and our business, and the growth and expansion of AI and the Zeta Marketing Platform, are forward-looking statements and should be evaluated as such. Forward-looking statements include information concerning our anticipated future financial performance, our market opportunities and our expectations regarding our business plan and strategies. These statements often include words such as “anticipate,” “expect,” “suggests,” “plan,” “believe,” “intend,” “estimates,” “targets,” “projects,” “should,” “could,” “would,” “may,” “will,” “forecast,” “outlook,” “guidance” and other similar expressions. We base these forward-looking statements on our current expectations, plans and assumptions that we have made in light of our experience in the industry, as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances at such time. Although we believe that these forward-looking statements are based on reasonable assumptions at the time they are made, you should be aware that many factors could affect our business, results of operations and financial condition and could cause actual results to differ materially from those expressed in the forward-looking statements. These statements are not guarantees of future performance or results.

 

The forward-looking statements are subject to and involve risks, uncertainties and assumptions, and you should not place undue reliance on these forward-looking statements. Factors that may materially affect such forward-looking statements include, but are not limited to: global supply chain disruptions; macroeconomic and industry trends and adverse developments in the debt, consumer credit and financial services markets and other macroeconomic factors beyond Zeta’s control; increases in our borrowing costs as a result of changes in interest rates and other factors; the impact of inflation on us and on our customers; potential fluctuations in our operating results, which could make our future operating results difficult to predict; underlying circumstances, including cash flows, cash position, financial performance, market conditions and potential acquisitions; prevailing stock prices, general economic and market condition; the impact of future pandemics, epidemics and other health crises on the global economy, our customers, employees and business; domestic and international political and geopolitical conditions or uncertainty, including political or civil unrest or changes in trade policy; our ability to innovate and make the right investment decisions in our product offerings and platform; the impact of new generative AI capabilities and the proliferation of AI on our business; our ability to attract and retain customers, including our scaled and super-scaled customers; our ability to manage our growth effectively; our ability to identify and integrate acquisitions or strategic investments; our ability to collect and use data online; the standards that private entities and inbox service providers adopt in the future to regulate the use and delivery of email may interfere with the effectiveness of our platform and our ability to conduct business; a significant inadvertent disclosure or breach of confidential and/or personal information we process, or a security breach of our or our customers’, suppliers’ or other partners’ computer systems; and any disruption to our third-party data centers, systems and technologies. These cautionary statements should not be construed by you to be exhaustive and the forward-looking statements are made only as of the date of this press release. We undertake no obligation

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to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

 

The first quarter and full year 2025 guidance and the Zeta 2028 targets provided herein are based on Zeta’s current estimates and assumptions and are not a guarantee of future performance. The guidance and the Zeta 2028 targets provided are subject to significant risks and uncertainties, including the risk factors discussed in the Company's reports on file with the Securities and Exchange Commission (“SEC”), that could cause actual results to differ materially. There can be no assurance that the Company will achieve the results expressed by this guidance or the targets.

 

Availability of Information on Zeta’s Website and Social Media Profiles

Investors and others should note that Zeta routinely announces material information to investors and the marketplace using SEC filings, press releases, public conference calls, webcasts and the Zeta investor relations website at https://investors.zetaglobal.com (“Investors Website”). We also intend to use the social media profiles listed below as a means of disclosing information about us to our customers, investors and the public. While not all of the information that the Company posts to the Investors Website or to social media profiles is of a material nature, some information could be deemed to be material. Accordingly, the Company encourages investors, the media, and others interested in Zeta to review the information that it shares on the Investors Website and to regularly follow our social media profile links located at the bottom of the page on www.zetaglobal.com. Users may automatically receive email alerts and other information about Zeta when enrolling an email address by visiting "Investor Email Alerts" in the "Resources" section of the Investors Website.

 

Social Media Profiles:

www.x.com/zetaglobal

www.facebook.com/ZetaGlobal/

www.linkedin.com/company/zetaglobal

www.instagram.com/zetaglobal/

 

The Following Definitions Apply to the Terms Used Throughout this Release, the Supplemental Earnings Presentation and Investor Conference Call

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Non-GAAP Measures

In order to assist readers of our consolidated financial statements in understanding the core operating results that our management uses to evaluate the business and for financial planning purposes, we describe our non-GAAP measures below. We believe these non-GAAP measures are useful to investors in evaluating our performance by providing an additional tool for investors to use in comparing our financial performance over multiple periods.

 

 

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Adjusted EBITDA, Adjusted EBITDA margin, and Free Cash Flow provide us with useful measures for period-to-period comparisons of our business as well as comparison to our peers. We believe that these non-GAAP financial measures are useful to investors in analyzing our financial and operational performance. Nevertheless our use of Adjusted EBITDA, Adjusted EBITDA margin, and Free Cash Flow has limitations as an analytical tool, and you should not consider these measures in isolation or as a substitute for analysis of our financial results as reported under GAAP. Other companies may calculate similarly-titled non-GAAP financial measures differently than us, thereby limiting the usefulness of these non-GAAP financial measures as a comparative tool. Because of these and other limitations, you should consider our non-GAAP measures only as supplemental to other GAAP-based financial performance measures, including revenues and net income / (loss).

 

We calculate forward-looking Adjusted EBITDA, Adjusted EBITDA margin, and Free Cash Flow based on internal forecasts that omit certain amounts that would be included in forward-looking GAAP net income / (loss). We do not attempt to provide a reconciliation of forward-looking Adjusted EBITDA, Adjusted EBITDA margin, and Free Cash Flow guidance and targets to forward looking GAAP net income / (loss), GAAP net income / (loss) margin or GAAP cash flows from operating activities, respectively, because forecasting the timing or amount of items that have not yet occurred and are out of our control is inherently uncertain and unavailable without unreasonable efforts. Further, we believe that such reconciliations would imply a degree of precision and certainty that could be confusing to investors. Such items could have a substantial impact on GAAP measures of financial performance.

 

 

Contacts:

 

Investor Relations

Matt Pfau

ir@zetaglobal.com

 

Press

Candace Dean

press@zetaglobal.com

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Zeta Global Holdings Corp.

Consolidated Balance Sheets

(In thousands, except share and per share amounts)

		As of December 31,
		2024				2023
Assets
Current assets:
Cash and cash equivalents		$	366,157			$	131,732
Accounts receivable, net of allowance of $4,291 and $3,564 as of December 31, 2024 and 2023, respectively			235,227				170,131
Prepaid expenses			13,348				6,269
Other current assets			1,808				1,622
Total current assets		$	616,540			$	309,754
Non-current assets:
Property and equipment, net			8,856				7,452
Website and software development costs, net			28,949				32,124
Right-to-use assets - operating leases, net			8,806				6,603
Intangible assets, net			115,180				48,781
Goodwill			325,992				140,905
Deferred tax assets, net			619				728
Other non-current assets			6,431				4,367
Total non-current assets		$	494,833			$	240,960
Total assets		$	1,111,373			$	550,714
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable		$	43,665			$	63,572
Accrued expenses			121,400				85,455
Acquisition-related liabilities			12,727				17,234
Deferred revenue			10,348				3,301
Other current liabilities			11,197				6,823
Total current liabilities		$	199,337			$	176,385
Non-current liabilities:
Long-term borrowings			196,288				184,147
Acquisition-related liabilities			29,137				3,060
Other non-current liabilities			9,810				6,602
Total non-current liabilities		$	235,235			$	193,809
Total liabilities		$	434,572			$	370,194
Stockholders’ equity:
Class A Common Stock $0.001 per share par value, up to 3,750,000,000 shares authorized, 213,175,179 and 188,631,432 shares issued and outstanding as of December 31, 2024 and 2023, respectively			213				189
Class B Common Stock $0.001 per share par value, up to 50,000,000 shares authorized, 24,095,071 and 29,055,489 shares issued and outstanding as of December 31, 2024 and 2023, respectively			24				29
Additional paid-in capital			1,706,885				1,140,849
Accumulated deficit			(1,028,308	)			(958,537	)
Accumulated other comprehensive loss			(2,013	)			(2,010	)
Total stockholders’ equity		$	676,801			$	180,520
Total liabilities and stockholders' equity		$	1,111,373			$	550,714

 

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Consolidated Statements of Operations and Comprehensive Loss

(In thousands, except share and per share amounts)

 

	Three months ended December 31,								Year ended December 31,
	2024				2023				2024				2023
Revenues	$	314,673			$	210,320			$	1,005,754			$	728,723
Operating expenses:
Cost of revenues (excluding depreciation and amortization)		125,945				84,615				399,552				274,482
General and administrative expenses		54,136				51,397				204,595				205,419
Selling and marketing expenses		82,947				72,727				314,514				288,441
Research and development expenses		24,272				19,945				90,679				73,869
Depreciation and amortization		16,805				13,495				56,100				51,149
Acquisition-related expenses		3,646				—				8,229				203
Restructuring expenses		—				—				—				2,845
Total operating expenses	$	307,751			$	242,179			$	1,073,669			$	896,408
Income / (loss) from operations		6,922				(31,859	)			(67,915	)			(167,685	)
Interest expense, net		17				2,800				7,147				10,939
Other (income) / expenses		(2,073	)			682				(115	)			7,820
Total other (income) / expenses	$	(2,056	)		$	3,482			$	7,032			$	18,759
Income / (loss) before income taxes		8,978				(35,341	)			(74,947	)			(186,444	)
Income tax (benefit) / provision		(6,258	)			(60	)			(5,176	)			1,037
Net income / (loss)	$	15,236			$	(35,281	)		$	(69,771	)		$	(187,481	)
Other comprehensive (income) / loss:
Foreign currency translation adjustment		150				(113	)			3				(35	)
Total comprehensive (loss) / income	$	15,086			$	(35,168	)		$	(69,774	)		$	(187,446	)
Net income / (loss) per share
Net income / (loss) available to common stockholders	$	15,236			$	(35,281	)		$	(69,771	)		$	(187,481	)
Basic (loss) / earnings per share	$	0.07			$	(0.22	)		$	(0.38	)		$	(1.20	)
Diluted (loss) / earnings per share	$	0.06			$	(0.22	)		$	(0.38	)		$	(1.20	)
Weighted average number of shares used to compute net (loss) / earnings per share
Basic		206,349,816				163,922,676				185,984,107				156,697,308
Diluted		250,320,459				163,922,676				185,984,107				156,697,308

 

The Company recorded stock-based compensation under respective lines of the above consolidated statements of operations and comprehensive loss:

	Three months ended December 31,								Year ended December 31,
	2024				2023				2024				2023
Cost of revenues (excluding depreciation and amortization)	$	339			$	404			$	1,503			$	2,502
General and administrative expenses		15,003				22,244				65,339				88,465
Selling and marketing expenses		21,186				31,799				99,577				124,732
Research and development expenses		6,482				8,688				28,565				27,182
Total	$	43,010			$	63,135			$	194,984			$	242,881

 

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Consolidated Statements of Cash Flows

(In thousands)

		Year ended December 31,
		2024				2023
Cash flows from operating activities:
Net loss		$	(69,771	)		$	(187,481	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization			56,100				51,149
Stock-based compensation			194,984				242,881
Deferred income taxes			(7,260	)			11
Change in fair value of acquisition-related liabilities			(979	)			7,200
Others, net			(7	)			2,015
Change in non-cash working capital (net of acquisitions):
Accounts receivable			(41,836	)			(64,052	)
Prepaid expenses			(6,267	)			1,061
Other current assets			103				243
Other non-current assets			(2,054	)			(1,526	)
Deferred revenue			6,256				807
Accounts payable			(28,580	)			26,262
Accrued expenses and other current liabilities			32,581				12,443
Other non-current liabilities			591				(490	)
Net cash provided by operating activities		$	133,861			$	90,523
Cash flows from investing activities:
Capital expenditures			(25,727	)			(20,483	)
Website and software development costs			(16,040	)			(15,487	)
Acquisitions and other investments, net of cash acquired			(55,819	)			(18,245	)
Net cash used for investing activities		$	(97,586	)		$	(54,215	)
Cash flows from financing activities:
Cash paid for acquisition-related liabilities			(7,032	)			(15,508	)
Proceeds from credit facilities, net of issuance cost			209,103				11,250
Issuances under employee stock purchase plan			3,406				3,058
Exercise of options and warrants			3,175				241
Proceeds from equity capital raise, net of issuance cost			228,956				—
Repurchase of shares			(42,185	)			(13,443	)
Repayments against the credit facilities			(197,500	)			(11,250	)
Net cash provided by / (used for) financing activities		$	197,923			$	(25,652	)
Effect of exchange rate changes on cash and cash equivalents			227				(34	)
Net increase in cash and cash equivalents		$	234,425			$	10,622
Cash and cash equivalents, beginning of period			131,732				121,110
Cash and cash equivalents, end of period		$	366,157			$	131,732
Supplemental cash flow disclosures including non-cash activities:
Cash paid for interest, net		$	7,348			$	10,481
Cash paid for income taxes, net		$	1,886			$	1,900
Liability established in connection with acquisitions		$	30,269			$	8,189
Capitalized stock-based compensation as website and software development		$	2,890			$	3,790
Shares issued in connection with acquisitions and other agreements		$	173,724			$	5,387
Right-to-use assets established		$	5,019			$	165
Operating lease liabilities established		$	5,019			$	165
Non-cash consideration for website and software development		$	1,011			$	963

 

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Reconciliation of GAAP to Non-GAAP Financial Measures

(In thousands)

 

The following table reconciles adjusted EBITDA and adjusted EBITDA margin to net income / (loss) and net income / (loss) margin, respectively, the most directly comparable financial measure calculated and presented in accordance with GAAP.

 

		Three months ended December 31,								Year ended December 31,
		2024				2023				2024				2023
Net income / (loss)		$	15,236			$	(35,281	)		$	(69,771	)		$	(187,481	)
Net income / (loss) margin			4.8	%			(16.8	)%			(6.9	)%			(25.7	)%
Add back:
Depreciation and amortization			16,805				13,495				56,100				51,149
Restructuring expenses			—				—				—				2,845
Acquisition-related expenses			3,646				—				8,229				203
Capital raise related expenses			—				—				1,624				—
Stock-based compensation			43,010				63,135				194,984				242,881
Other (income) / expenses			(2,073	)			682				(115	)			7,820
Interest expense, net			17				2,800				7,147				10,939
Income tax (benefit) / provision			(6,258	)			(60	)			(5,176	)			1,037
Adjusted EBITDA		$	70,383			$	44,771			$	193,022			$	129,393
Adjusted EBITDA margin			22.4	%			21.3	%			19.2	%			17.8	%

 

The following table reconciles net cash provided by operating activities in the Consolidated Statements of Cash Flows to free cash flow:

 

		Three months ended December 31,								Year ended December 31,
		2024				2023				2024				2023
Net cash provided by operating activities		$	43,683			$	26,962			$	133,861			$	90,523
Capital expenditures			(8,269	)			(5,597	)			(25,727	)			(20,483	)
Website and software development costs			(3,930	)			(3,143	)			(16,040	)			(15,487	)
Effect of exchange rate changes on cash and cash equivalents			184				(41	)			227				(34	)
Free Cash Flow		$	31,668			$	18,181			$	92,321			$	54,519

 

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v3.25.0.1

Document And Entity Information	Feb. 25, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 25, 2025
Entity Registrant Name	ZETA GLOBAL HOLDINGS CORP.
Entity Central Index Key	0001851003
Entity Emerging Growth Company	false
Entity File Number	001-40464
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	80-0814458
Entity Address, Address Line One	3 Park Ave, 33rd Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10016
City Area Code	212
Local Phone Number	967-5055
Entity Information, Former Legal or Registered Name	N/A
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A common stock, par value $0.001 per share
Trading Symbol	ZETA
Security Exchange Name	NYSE

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