System1, Inc.

Thank you for standing by, and welcome to the second quarter 2025 earnings conference call for System 1. Joining me today to discuss System 1's business and financial results are our co-founder and chief executive officer, Michael Blend, and chief financial officer, Tritivesh Kadabi. A recording of this conference call will be available on our investor relations website shortly after this call has ended. I'd like to take this opportunity to remind you that during the call, we will be making certain forward-looking statements. This includes statements relating to the operating performance of our business, future financial results and guidance, strategy, long-term growth, and overall future prospects. We may also make statements regarding regulatory compliance matters. These statements are subject to known and unknown risks and uncertainties that could cause our actual results to differ materially from those projected and implied during this call. In particular, those described in our risk factors included in our annual report on Form 10-K for fiscal year 2024 filed on March 10th, as well as the current uncertainty and unpredictability in our business, the markets, and the global economy generally. You should not rely on our forward-looking statements as predictions of future events. All forward-looking statements that we make on this call are based on management's assumptions and beliefs as the date hereof, and System 1 disclaims any obligation to update any forward-looking statements except as required by law. Our discussion today will include non-GAAP financial measures, including adjusted EBITDA and adjusted gross profit. These non-GAAP measures should be considered in addition to and not as a substitute for or in isolation from our GAAP results. Information regarding our non-GAAP financial measures, including a reconciliation of our non-GAAP financial measures to our most comparable historical GAAP financial measures, may be found on our investor relations website. I would now like to turn the conference call over to System 1's co-founder and chief executive officer, Michael Blind.

Thanks, Kyle. Good afternoon, everyone, and thank you for joining System 1 on our Q2 earnings call. I'm happy to report Q2 was a very solid quarter for System 1, with solid execution driven by our company-wide adoption of agentic coding. Our adjusted EBITDA came in at $11.7 million of 18% year-over-year. Second quarter revenue was approximately $78 million, and adjusted gross profit was $41 million, representing a 6% year-over-year increase. Our owned and operated products continued to perform well and had a particularly strong Q2. Revenue increased 34% year over year and 8% sequentially. We saw great performance from each of our major products, which includes Starpage, our private search engine, MapQuest, our mapping solution, and CouponFollow, our leading promo code service. We have strong momentum across the entire product portfolio and Our teams are rolling out regular product improvements, and in turn, consumers are responding very favorably. In our marketing business lines, we continue to see volatility at our largest revenue source, which is Google. While the overall Google advertising market is relatively stable, the Google partner network we work with is going through significant changes. And while our team is doing a nice job navigating the Google volatility, our marketing businesses are not yet back in growth mode. On the technology front, our heavy investment in AI-powered agentic coding is paying off. We set an ambitious roadmap for product development and platform expansion in 2025, and we've been executing ahead of schedule on everything. We believe that our investments are going to drive revenue growth while at the same time improving margins. I want to talk briefly about the skill set we have developed around agentic coding. While many companies talk about engineering efficiencies gained from agentic coding, System 1 is one of the few that is using it to rebuild a sophisticated legacy technology platform. This is a very complex project, as we have to essentially keep our trains running while rebuilding the engine and tracks at the same time. Looking forward, I think there's a real opportunity to leverage our early adopter agentic coding skill set to help other companies in a similar way. There are literally thousands of legacy technology platforms that can benefit from this skill set, and there are several ways System One can participate in the upside of modernizing their platforms. We intend to pursue this opportunity pretty aggressively in the future. Now let's get into more details on our product segment, which, as I mentioned, is on a strong run. We feel it is really important for investors to understand our products business, as management believes this segment alone is worth significantly more than investors currently value our entire company. Products revenue was $24 million, up 34% year-over-year and 8% sequentially. Adjusted gross profit was $22.7 million, up 32% year-over-year and up 8% sequentially. This segment is performing very well and is well positioned to sustain its momentum going forward. I'd like to spend some time on each of our major product lines, as I know many of our investors have been focused on our marketing segment and may not be as familiar with our product segment. Let's start first with Coupon Follow, our promo code and couponing service. Coupon Follow is comprised of three major product segments. First, we have our Coupon Follow website, which is a leading couponing and promo code service in Google's organic rankings. Consumers visit our Coupon Follow website when they're looking to find a promo code as they are completing online purchases. In addition to our website, we also have our Sently Browser extension, which is a patent-protected solution that automatically inserts promo codes at checkout when shoppers are on a shopping site. Sinly operates under its own brand and also powers B2B promo code solutions for third-party web browsers. And finally, Coupon Follow offers a nascent cashback shopping business that consumers use to obtain cash rebates when they shop online. Combined, all these businesses are on a roll, and coupon user sessions are up over 40% year-over-year. Now let's talk about Startpage, our private search engine that competes with DuckBot Goat. StartPage offers a search solution that enables consumers to search the Internet while maintaining their privacy. Our StartPage search technology is a sophisticated combination of search results from Google and Bing, proprietary search widgets like mapping, and a privacy solution that protects our users' online identity and search history. Similar to Coupon Follow, StartPage comprises several business lines. We have our core StartPage search engine, desktop browser extensions, and a suite of private mobile browsers to integrate our search engine and maintain user privacy while they're browsing the internet. StartPage is growing very quickly and our users are up 30% year-over-year. In addition to our core search engine, we recently introduced two new products in the search and AI space. First, we just launched a new AI privacy product called Vanish Private AI by StartPage. Vanish is a mobile app that allows people to maintain their user privacy while using a variety of popular AI chatbots like ChatGPT. We also recently leveraged our StarPage search engine technology to launch One.org, our new charitable search engine. One.org lets users support charitable causes like hunger relief and animal welfare just by searching the web. While we don't expect Vanish to displace Chad GPT or One.org to overtake Google, the search market is so huge and profitable that a small market share translates into meaningful high-margin revenue. We have shown that with Startpage, and we look to replicate our success with our newer offerings. Our last major product line is MapQuest, the OG of online mapping that I'm sure many of you have fond memories of. We acquired MapQuest several years ago from Verizon, and frankly, the brand was in significant decline when we acquired it. I'm really pleased that we've been able to turn around MapQuest and get it back into growth mode. MapQuest is made up of several complementary businesses. The most well-known is our original MapQuest consumer-facing service, which includes both our website and a suite of mobile apps. MapQuest also offers a B2B mapping service where we power mapping for other companies and get paid a usage-based license fee. And finally, we operate a subscription-based mobile app called Road Warrior where we help delivery drivers more efficiently plan their driving routes. Like our other products, MapQuest usage is surging and visits from Google are up over 40% annually. Overall, our products business is doing really well. If you're a current System 1 investor or considering investing in our company, it's very important that you understand this business segment. Our product business requires low CapEx and low OpEx, and as a result, it is highly cash-generated. On a standalone basis, and this is important, we believe our combined product businesses are worth significantly more than the current enterprise value of the entire company. As an investor in our current market price, you effectively are buying our product segment at a significant discount while holding an option on the upside as our marketing business rebounds. You should also remember that, as a result of a corporate reorganization we did last summer, our product business segment is not collateral securing our credit agreement. Overall, we think that the market does not appreciate the true value of our product segment, particularly when you understand our overall corporate and capital structure. All right, now let's go on into more detail on our marketing segment, which includes both our owned and operated and partner marketing businesses. As you know, marketing has been going through a rough patch, but remains a significant profit generator. Overall revenue came in at $54 million, reflecting a 29% year-over-year decline, but we did see a 4% increase sequentially. The annual decline primarily was driven by a 36% decrease in our advertising spend. Adjusted gross profit was $20 million, down 17% year-over-year and down 10% sequentially. The sequential decline was driven by a lower return on TAC, our traffic acquisition costs, driven by volatility from the O&O businesses. Advertising spend was up 13% from Q1, but our return on spend decreased significantly. The decline in our marketing segment is solely related to issues in our O&O marketing business that we attribute to volatility in the Google Search Partner Network. O&O revenue has been in significant decline over the past couple of years with both revenue and gross profit down significantly year over year. While the decline in this business line has masked our success in our products group, we anticipate the recent declines in our O&O marketing business will begin leveling off for the next couple of quarters, and we're going to have some positive comps going forward. On a positive note, our partner marketing business has been performing quite well throughout the volatility. In our partner business, we work with Google, Bing, and Yahoo, and that diversification has helped us weather the Google storm. The partner business continues to remain focused on moving partners to Google's new RSOC product, and we're seeing really good success with that migration effort. In Q2, average revenue per partner increased 29% sequentially, and we had approximately 220 active partners in Q2. While we wait for the Google volatility to stabilize, we've been busy using agentic coding to regard, protect, and scale our proprietary marketing platform. These efforts are working. We have connected RAMP into more buy-side networks, and we continue to make large strides on advertising campaign automation. In Q2, we launched over 82,000 marketing campaigns, up 100% from Q1. This marketing campaign automation is going to be a critical part of going forward when we look to start scaling our own marketing business again. We're well positioned to capitalize once the Google volatility stabilizes over the next couple quarters. Looking ahead to the rest of 2025, we remain cautiously optimistic. Our owned and operated products continue to show strong fundamentals, and we've been making large strides with our agent decoding efforts. Our biggest challenge over the next couple quarters is related to continued volatility with Google, which remains our largest revenue partner. That said, we're putting ourselves in a good position to capitalize on the marketing side as we see stability from Google. Overall, I believe System One is really well positioned for the medium and long term. As I mentioned earlier, our product segment is growing high margin and generates a lot of cash. As a result, we believe that segment alone is worth more than the value the market currently places on all of System 1. And as the O&O marketing business stabilizes and starts growing again, I'm confident smart investors will realize how undervalued our business is. System 1's leadership team remains fully aligned with our shareholders, and as a group, we remain one of the company's largest stakeholders. Last quarter, I significantly added to my family's ownership stake in System 1, and I continue to believe our equity is significantly undervalued. As System 1 continues our transition back to growth mode, we appreciate your continued support and look forward to delivering long-term value. With that, I'll hand it over to Triti to go over our financials. Take it away, Triti.

Thanks, Michael. First off, I'd like to spend a little bit of time discussing the change in our segment reporting, starting with this quarter. Going forward, we are reporting our business across two segments, marketing and products. Our marketing business segment consists of our paid acquisition business lines, where we either deploy advertising spend directly to buy-side networks to acquire traffic to our owned and operated websites to monetize, or we have network partners who acquire the traffic in exchange for a revenue share. This is the business we previously called our partner network. Through our marketing platform, we manage our acquisition channels holistically between our direct buy-side relationships as well as via the traffic sourced by our network partners. And so we believe it is more helpful to present these businesses on a combined basis. Our key drivers for this business are TAC, or Traffic Acquisition Costs, which we define as the combination of our direct advertising spend and the revenue share we pay to our partners. In essence, this is the total cost to acquire traffic to our platform. And the way we measure the efficiency of our TAC is our second driver, our TAC, or return on traffic acquisition spend. This is defined as marketing platform revenue divided by TAC. Marketing platform revenue is defined as marketing gap revenue plus partner revenue share and represents the total revenue that flows through our proprietary platform from our advertising partners. Our product segment consists of our flagship consumer products, Coupon Follow, MapQuest, and Startpage. These products generate traffic primarily through organic means, and our key metrics here will remain the same as before, total sessions to the site and RPS, or revenue per session. Shortly after this call concludes, we will be posting an updated supplemental financial information file on our investor relations website, which will include these updated metrics for the current period, as well as historical information back to Q1 of 2024. Now let's move on to the financial results for the quarter. We had mixed results in the second quarter as volatility in the owned and operated portion of our marketing business offset some solid growth from the other business lines. Despite that volatility, we delivered good year-over-year growth in key financial metrics, including an increase of 18% on adjusted EBITDA. Unfortunately, owned and operated marketing volatility is impacting sequential trends and the overall progress we are making. Let's get into the details. Q2 revenue was $78.1 million, representing a 17% year-over-year decrease, but a sequential increase of 5%. Marketing gap revenue is $54.1 million, down 29% year-over-year, but up 4% sequentially. Products revenue was $24 million, representing a 34% year-over-year increase and a sequential increase of 8%. This growth shows the tremendous progress we have made over the last year and the overall strength of the businesses within this segment. Adjusted gross profit was $41 million, up 6% year-over-year and down 1% sequentially. Marketing segment profit was $19.6 million, down 17% year-over-year and down 10% sequentially. The year-over-year decline was driven by a 4% year-over-year decrease in TACC. as well as a slight year-over-year decrease in our return on TAC, or RTAC, from 120% to 117%. As a result, total platform revenue for the marketing business was down 6% year-over-year, all driven by increased volatility and declines in the owned and operated marketing businesses. Offsetting this O&O volatility, we've seen real momentum in our partner network business in driving the marketing segment sequentially. While return on TAC dropped 8 bps from Q1 of 25%, Total tax increased 34% for the first quarter, driven primarily by increased volume from the partner businesses. Marketing platform revenue also grew 25% sequentially. Products segment profit was $22.7 million, up 34% year-over-year and up 8% sequentially. This is driven both by a year-over-year increase in sessions of 12%, as well as a year-over-year increase in RPS from $0.04 to $0.05. Product segment profit represents 54% of total segment profit, up from 42% in the second quarter of 2024. On to operating expenses and adjusted EBITDA. In Q2, operating expenses net of ad backs were $29.3 million, up 1% year-over-year and in line with Q1. Reducing costs in order to create greater operating leverage continues to be a focus, and we expect OpEx to decline in the second half of the year by roughly 5% versus the first half of 2025. Adjusted EBITDA was $11.7 million in Q2, up 18% year-over-year and down 3% from last quarter. With respect to liquidity, we ended the quarter with $63.6 million of unrestricted cash on our balance sheet, which is an increase of approximately $20 million compared to Q1. Although the cash balance increased, working capital declined, largely driven by a buildup in short-term liabilities. As of June 30th, we had an outstanding balance of $270 million of term loan debt under our credit agreement, and our net consolidated leverage of quarter end was approximately four times. We also have $50 million of availability under our revolver as of the end of Q2 of 2025, which is currently undrawn. Based on the volatility we saw in Q2 in the marketing segment and the ongoing changes in the Google marketplace, we will not be providing guidance for Q3 of 25 or for the full year. We believe it is prudent to continue to wait for greater clarity on these items before offering guidance. While we acknowledge the current volatility has created some near-term challenges, particularly in driving sustainable growth within the marketing segment, we remain confident in the strength of our platform and the ability to leverage new technologies for our marketing initiatives. The product segment continues to perform well, and we are focused on driving operational efficiencies. All in all, we are confident in the fundamental resilience of our business and remain committed to executing our strategic priorities to position the company for long-term growth. Thank you for joining us today.