System1 Inc
NYSE:SST
Earnings Call Analysis
Q3-2023 Analysis
System1 Inc
System1, in a strategic move, has announced the sale of their Total Security Subscription business valued at around $340 million. This significant step comes as part of a refocused effort to concentrate solely on the Advertising segment, which is poised for growth in 2024. With the proceeds from the sale, System1 is reinforcing its balance sheet, generating financial flexibility that is aiding continuous investment in the advertising platform. By shrinking share count, the company anticipates that as the Advertising business scales, shareholders will reap more significant benefits from growth. The quarter revealed $88 million in revenue and a 33% quarter-over-quarter increase in Adjusted EBITDA at $8.1 million, with these positives modulated by a 14% drop in owned and operated revenue and a 15% decrease in ad spend.
The Total Security deal also allowed System1 to shore up its financial position by eliminating all unsecured and related party debts and paying down the full balance of a $50 million secured revolving credit line. This improves liquidity and working capital and sets the foundation for potential leverage reduction through options like accretive M&A. Additionally, around 29.1 million shares of System1's common stock were reacquired and then retired, bolstering shareholder value by reducing the number of outstanding shares by about 25%.
System1's strategy includes new partnerships and AI integrations to bolster its advertising capabilities, amidst a year-over-year decrease in Q3 revenue. The Network Advertising business, however, grew by 3% quarter-over-quarter, indicating resilience. For Q4, System1 forecasts revenue between $93 million and $96 million, implying a year-over-year decline but expects a 5% sequential increase in Adjusted EBITDA. Network Advertising is anticipated to contribute positively with a projected 29% year-over-year growth in gross profit.
Leverage remains a focal financial metric for System1. The company aims to reduce the leverage ratio to around 3x, down from above 6x. The team acknowledged challenges in the advertising market but outlined this leverage target as attainable, likely by late '24 or early '25.
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Thank you for standing by, and welcome to the Third Quarter 2023 Conference Call and Webcast for System1. Joining me today to discuss System1's business and financial results are Co-Founder and CEO, Michael Blend; and our Chief Financial Officer, Tridivesh Kidambi. 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 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 or 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 or implied during this call. In particular, those described in our risk factors included in our registration statement on Form S-1 filed on April 13, 2022, and our Form 10-K for the fiscal year 2022 filed on June 6, 2023, and in our Form 10-Q for the third quarter of 2023 filed on November 9, 2023, as well as the current uncertainty and unpredictability in our business, the markets and the global economy generally.
You should not rely on forward-looking statements as predictions of future events. All forward-looking statements that we make on this call are based on assumptions and beliefs of the date hereof and System1 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. These non-GAAP measures should be considered in addition to and not as a substitute for or in isolation from our GAAP results. Historical performance and future estimates provided during this call exclude results from Total Security. Information regarding our non-GAAP financial results, including a reconciliation of our historical GAAP to non-GAAP results, may be found on our Investor Relations website.
I would now like to turn the conference call over to System1's Co-Founder and Chief Executive Officer, Michael Blend.
Thanks, Kyle. Good afternoon, everyone, and thanks for joining us on our Q3 System1 Earnings Call. Our biggest news by far is our recently announced sale of our Total Security Subscription business. The transaction was valued at approximately $340 million, including $240 million in cash. As part of this transaction, approximately 25% of our total outstanding shares were transferred back to the company. We completed this deal for 2 primary reasons: First, we are confident System1 will be more successful focus exclusively on our Advertising business. While there have been headwinds in digital marketing over the last year, we believe the overall market has been stabilizing in the back half of 2023, and we have continued confidence in our RAMP platform and our team. Our Advertising business is positioned for nice growth in 2024 and this deal helps us better execute against our vision.
For the second reason, the Total Security transaction improved our balance sheet and capital structure overall. The cash provides immediate and long-term financial flexibility and will support our continued investment in our Advertising platform. Additionally, with the reduced share count, as our Advertising business starts scaling again, the benefits from that growth are going to be spread across a much smaller shareholder base. Operationally, we don't expect any disruption to our Advertising business as a result of this transaction. The Subscription business was primarily a stand-alone business, is easily separable from our technology stack and is located in a separate office in the U.K. We wish the best of luck to the Total Security team and its new owners.
Now let's talk about third quarter performance. System1 delivered $88 million of revenue and $37 million of gross profit. Adjusted EBITDA was $8.1 million, which is up 33% quarter-over-quarter. Adjusted EBITDA growth was a result of lower operating expenses, impacted by cost-cutting measures we have taken throughout the year. The operating expense savings offset a sequential decrease in gross profit. We continue to face some headwinds in our owned and operated business, which is impacting our ability to profitably deploy advertising spend. Owned and operated revenue was $66 million, down 14% from Q2, driven by a 15% sequential decline in Advertising spend. We generated over 900 million sessions, up more than 100 million versus Q3, with a spread of over $0.025 per session.
Our Network Advertising business generated $22 million of revenue and gross profit of $15 million, up 3% quarter-over-quarter. The Network business continues to benefit from RAMP platform upgrades made this year that have positioned us very well in the marketplace. We signed 90 new partners in Q3 with 40 of those going live within the quarter. Over the last 12 months, we have signed 275 new partners, including 5 of the top 10 highest gross team partners currently on our platform. As we continue to add new partners and expand revenue from our existing base, we expect the Network Advertising business to deliver solid growth and be a key part of our strategic plan going forward.
Now along with the sale of Total Security, our business highlights in the quarter include: New partnerships for search monetization with Ecosia, which is one of the largest independent search engines. We also signed a confidential agreement to monetize [ search-free ] large browser company, which we anticipate will be a nice contributor in 2024.
On the product side, we announced key feature improvements in our RoadWarrior driving direction app and CouponFollow launch its partner network whereby we will be providing our promo code technology to third parties. We also continue integrating AI throughout our RAMP Platform and business processes. As I mentioned on our last earnings call, AI is enabling us to scale our Advertising campaigns at a pace we haven't seen before. And it feels like we are just scratching the surface with our uses of AI.
Looking back at the last 12 months, 2023 definitely was a challenging year for System1. We dealt with an uncertain advertising market, we had liquidity challenges related to our high debt burden, and we spent several months evaluating the sale of our Subscription business. In response to these challenges, I think we made the right decisions to set up our company for long-term success. We narrowed our business focus to our core competency in Advertising, we made substantial reductions to our operating expenses, we continue to invest in our RAMP platform, and the Total Security sale brought in a large injection of cash to our balance sheet.
Looking forward to 2024 and beyond, I believe System1 is a rejuvenated company set up to return to solid growth. We have excellent technology, strong relationships with our network and advertising partners, and we are solidly profitable. And most importantly, we have a focused and a highly motivated team, all moving in the same direction. That said, while we are optimistic about 2024, I don't have a crystal ball about what the overall economic environment is going to look like. And after a very rocky 2023, I don't want to promise performance that we aren't confident we can meet or exceed.
I encourage our shareholders to look at System1 as a long-term investment and judge our success on an annual basis. I know that's what we do.
What I can tell you is that, except for the last 18-month lip, your System1 team has a long history of producing results that have generated great returns for our shareholders. And as I'd like to state every quarter, management is highly aligned with you. We put in our own capital this year to provide the company with extra liquidity, and we currently own almost 40% of System1, after the retirement of the 29 million shares. As a leaner and hyper-focused Advertising business, we are ready for the next chapter of System1.
I'll now hand things out to Tridi to discuss the quarterly results in more detail as well as provide Q4 guidance. Take it away, Tridi.
Thanks, Michael. Thank you, everyone, for joining us today. I wanted to start by echoing Michael's comments on the Total Security transaction. The transaction sets us up both for greater success now and in the future. We received $240 million of gross cash in the deal. And since the close of the deal on November 30, we have used a portion of that cash to repay all of our unsecured and related party debts and have also paid down the entire balance of our $50 million secured revolver, 100% of which remains available to us if needed.
In addition to ensuring that our liquidity and working capital needs are addressed, the primary use of the remaining cash will be to delever the company in the most effective way possible, and we will and are exploring all available options to do so, including accretive M&A. Outside of the cash proceeds, the buyers are assuming approximately $67 million of intercompany debt owed by System1 to Total Security. And the transaction also included a waiver of $60 million of potential earn-out payments, due to the Total Security Management team. And the transfer of approximately 29.1 million shares of System1's Class A common stock back to the company, which was then subsequently retired. Those shares transferred to System1 represented approximately 25% of the company's shares outstanding.
In addition to the reasons Michael mentioned earlier around focusing on the Advertising business and simplifying the overall business, the liquidity provided by the transaction affords us the opportunity to continue to make investments into the core business and our RAMP platform. We will continue to be focused on investments that benefit both the owned and operated and the Network Advertising businesses, while continuing to maintain our historical disciplined and measured approach to investment and capital allocation decisions.
Before moving on to a discussion of our Q3 results and guidance, I want to remind you that I will be speaking to results with respect to the remaining business only, excluding results from Total Security. Now on to Q3 results. Q3 revenue was $88 million as compared to $177 million last year, a 44% decrease year-over-year. The year-over-year decrease is driven by the owned and operated Advertising business, which was down 54%, while network advertising revenue was up 63%. Adjusted gross profit was $37 million, down 18% year-over-year. Revenue less advertising spend for the owned and operated Advertising segment declined 36% to $24 million. Network revenue less agency fees was up 49% to $15.3 million versus $10.3 million last year.
Continuing a trend that we have been seeing throughout the year, both Cost per Session, CPS and Revenue per Session, RPS, were down sequentially. In Q3, RPS was down $0.02 sequentially to $0.07 per session, while CPS was down $0.01 to $0.05 versus $0.07 last quarter. Our spread between Revenue per Session and Cost per Session was a little under $0.03. On the Network Advertising business, RPS remained flat at $0.03 per session.
Operating expenses, net of add-backs were $29.1 million, down 3% year-over-year, which reflects the impact from cost reductions we have made throughout the year. As a reminder, while we have been making changes throughout the year, the most significant of the cost-cutting measures we undertook occurred in early September. Q4 will be the first period in which we see a full quarter of those reductions in the quarter. Adjusted EBITDA was $8.1 million versus $15.8 million last year, down 49% year-over-year and representing a 22% margin on gross profit.
Now on to Q4 guidance. We expect to see a continuation of the RPS and CPS trends we have seen all year. With RPS and CPS either flat or declining in tandem and RAMP maintaining our spread around $0.03 on a per session basis. We expect our Network Advertising business to continue to deliver significant year-over-year growth in Q4, with gross profit up approximately 29% versus last year. We are estimating Q4 revenue to come in between $93 million and $96 million, representing a 33% year-over-year decline at the midpoint. We are estimating gross profit to come in between $35 million and $37 million, representing a 16% decline year-over-year at the midpoint. We are estimating adjusted EBITDA to come in between $7.5 million and $9.5 million. Our EBITDA guidance reflects a 5% sequential growth at the midpoint, quarter-over-quarter, as well as the fourth consecutive quarter of EBITDA growth for the business.
With respect to liquidity, as of today, we have approximately $140 million of cash and $370 million of debt under our secured term loan. While our recent financial performance has been negatively impacted by market conditions, we continue to feel bullish about the future and the future opportunities that come along with it. With the recent investments we have made in the platform, cost-saving measures taken this year and those to come in the future, primarily in the OpEx areas, specifically G&A, as a result of our smaller footprint from the Total Security disposition, as well as the overall financial flexibility created from the Total Security transaction, we believe we are set up for success.
Thank you for joining us today.
Thank you, Tridi. We're now going to open the line for some questions. The first question comes from Dan Kurnos with Benchmark. Dan?
So Michael, look, we're smaller, leaner and meaner. We're back to our roots here after the transaction. And a couple of things I want to drill down on. So first, I would just ask you, number one, obviously, we've had this shift in focus recently, Network versus O&O, right? Obviously, Network has been growing pretty rapidly. You did mention in your prepared remarks some of the features and improvements we're seeing with RoadWarrior and CouponFollow. And I would think the latter with the explosion of retail media probably has a long runway. So maybe you can just start with help us think through -- how we should kind of see the expected balance of focus, going forward, now that you're back to your roots here, number one. And then within that, like, scaling back up, how aggressive do you think you need to be in sort of reinvigorating either of the base O&O or Network platforms post software?
Yes. Thanks, Dan. Thanks for the question. So Network versus O&O. First of all, Network is growing really well. As I mentioned, our new RAMP product, which we released last -- this year -- earlier this year has been really well regarded in the marketplace. So we expect our Network partners to continue piling on, keep scaling with us. So we're feeling pretty good about that.
O&O is really where we're hoping to get a lot more scale out of next year. It was a pretty rough year for us in 2023, kind of starting in late 2022. Pretty optimistic about the ability to scale O&O next year, primarily a few things really. The first one being, and this is just kind of more subjective than anything. The focus of the company now. 2023 was a pretty difficult year overall for System1, digital marketing on a macro level was pretty choppy. We had a lot of focus on completing our Total Security transaction in the last few months. And so I think the folks of the company on O&O is there.
But more specifically, our RAMP platform, when we started incorporating AI into it, we're starting to see some really interesting things in our ability to scale, in terms of the ability -- potential ability to put Advertising dollars to work. And specifically, I've kind of talked about what AI is starting to enable us to do. When you look at our platform and the way that we operate, we're a bit different than most advertisers out there in market. So if you look at an advertiser like a GEICO or American Express, they've got a pretty straightforward way of advertising their product. They've got a few different creatives that might make sense for people looking for credit cards in the case of American Express. So we've got a few different channels that they operate in, typically, they'll be heavy on SEM and the search engines, maybe on Facebook and then maybe a little bit on the native networks.
We're pretty different at System1. And that we advertise across hundreds of different verticals. So we'll be in everything from Health Care. And in Health Care, we might be in 50 different verticals in Health Care. We will be in auto, travel, finance, really everything you can speak of. And when you combine those hundreds of different verticals, with all the different marketing channels we're in, everything from native advertising on Taboola and Outbrain to Facebook, to TikTok, to Google, to wherever you can spend money profitably. We're going to be in thousands of different campaigns at once. And so that makes us a somewhat unique advertiser in the marketplace.
And what AI is allowing us to do is really automate those campaigns. And what I mean by that is, when you think about what an advertising campaign is composed of, it will be a lot of different images. So image is designed to appeal to consumers. It might be a call to action. So come, get a discount on this, or we've got great deals on this or whatever that might be when you're speaking to a consumer. It may be a video, it's a lot of different kinds of creatives. And it's actually somewhat difficult when you get across hundreds and thousands of campaigns to keep up with those creatives and automate new creatives.
And when AI started to allow us to do is roll those out and literally press a button with some editorial oversight and iterate on creatives over and over again. And that's on the front end. And then on the back end, we're enable to automate our bidding processes. So as a campaign is working or not working, we're scaling up our advertising by up or down to adjust for how much we're making of that campaign. And so as I'm looking at 2024, I think as we've done a pretty good job over the last couple, I'd say, quarters and specifically the last quarter, integrating the new capabilities of AI into the platform. As I'm looking forward to 2024, the thing it gives me a pretty good amount of comfort in our ability to scale O&O is -- are the new capabilities that we're rolling on to that.
Got it. That's super helpful. I kind of want to dig a little bit deeper into that, Michael. Next years could be a year of pretty big upheaval, right? We'll see if Google ever does actually get rid of the cookie, maybe, probably. But -- and as you also -- as you know, Michael, you have been doing this for a long time, the publishers are always like, if it ain't broke, don't fix it. So we'll see how many guys are scrambling when the changes actually happen.
So -- but for you, like as you look at the marketplace, I know you guys don't do any CTV because the pricing has been kind of out of whack or the return hasn't been there. It'd be interesting when Amazon comes on now, and we get more inventory in the market. It sounds like there's some downward pressure there. But what are you kind of like -- what are you seeing by channel? And from your sort of data ingestion set, right, like how confident do you feel that you'll be able to maintain spreads, throughout the year, whatever disruption -- which disruption is usually good for you guys, but whatever disruption could occur in the marketplace?
I mean spread is relatively straightforward for us to maintain because remember, we can adjust pricing on the buy side to accommodate what we're making on the sell side. So it's much more in our ability to put more marketing spend to use, maintaining that spread. So we're feeling pretty good about what the market is looking like right now. We got a lot of questions because we're in a market at scale on both the buy and sell side about what the Digital Marketing marketplace looks like.
I can tell you, Q4 is looking okay. It's not looking like last year's Q4 where the bottom kind of dropped out in November and December. It's not looking like as a typical year where you would see a huge amount of scale but it's looking okay. So as we're kind of looking forward to next year, we're anticipating a return to kind of normalcy in the market. We're not anticipating a big downturn in Digital Advertising market.
In terms of where we're expecting to see scale, we're starting to see -- you mentioned CTV. We're not, as you mentioned, we're not in the CTV right now, but where we are starting to see quite some nice pockets of opportunity video related, particularly like we're seeing TikTok open up for us, at more scale than we've seen in the past. We expect that is going to translate pretty directly over into reels, I mean, YouTube as well. So for our outlook on the market is, where we haven't seen big scale in the past is on the video side but we are starting to get traction there. And I would expect that's going to be a pretty big pocket of opportunity for us and a pretty big pocket of growth in '24.
And maybe we can just talk a little bit about some of the O&O initiatives, right? I mean you mentioned RoadWarrior. You mentioned the opening up of CouponFollow to 3P, which I love, right? I mean it feels like pretty easy to just kind of dump in their API, it can go or whatever, however you guys want to connect. So I guess from your perspective, how should we think about like what other properties where you have -- other initiatives or opportunities that we should be anticipating? And I'm not asking necessarily for specifics because you don't want to give your playbook out, but just -- how should we be thinking about that? And are there any categories or verticals where you guys feel you have maybe a competitive advantage, where you come out with a new product or feature tool that can really drive accelerated growth in O&O?
Yes, we do. So again, thanks for the question. So similar to what we do with our network partners, leveraging RAMP, we do feel like we've got some specific products out there that are market leading that we would like to build more partnerships with. CouponFollow is one that I mentioned briefly. I can give you a little bit more detail on that. So with CouponFollow, we've got -- think of it as a promo code database, which is hard to put together and this is a promo codes related to a lot of different e-commerce companies out there. And then we've also got [indiscernible] product, which is a product that kind of in an automated way, will enter promo codes into your shopping cart as you're shopping. And so those 2 products are both ones that we're looking to take to market and provide white label solutions for third parties, and we have signed deals and are getting those to market.
Startpage is another one, that I mentioned. In Startpage, we've got one of the leading private search engines in the world. And millions of happy customers of that. I use it every single day. And it turns out there's a lot of people, a lot of other companies that want to be able to offer Startpage to their consumers. So we're going out there in market and offering of Startpage and partnership opportunities there as well.
So we -- on our MapQuest side of the business, we've got nice mapping product and we do offer mapping API to third parties where we developed a pretty decent business in their offering of mapping to third parties as well. So any product we have in our portfolio, where we can go to market on a partnership basis, we're going to do that. So you'll keep seeing more of that in '24.
Cool. And if I can just squeeze one more in, I know we've gone on a little bit, but I don't want Tridi to feel left out here. So you've got the injection of capital or cash, I guess, you say from the sale. You've taken some cost actions. I just want to get a sense from you like, where we think or how we should be thinking about just broader leverage in -- both on the margin side in 2024, like how much is an element of scale, how much is an element of cost, how much is an element of investment, right? And then I'm sure you're very aware of where your debt is trading, Tridi. So to the extent that we should think about open market, if it's available or other forms of debt reduction that would also be accretive to shareholders. Just curious on your thought process of putting the capital you have to use.
Yes. Thanks for the question, Dan. As I mentioned in the prepared remarks, we did take a slug of the capital that we brought in from the total transaction -- Total Security disposition and pay down some of our kind of related party unsecured debt, some of the shorter-term financing that we did earlier this year. And also paid down the revolver to create flexibility for us from a capital perspective.
And again, the main intention of that debt is going to be to delever the company from a leverage component. So if you look at kind of the midpoint of guidance that we provided pro forma for some of the expense reductions that we took earlier this year, it would put leverage above kind of 6x, which is not where we would look to be as a company. I think we've said before, we'd like to get down closer to 3x. And I think given some of the uncertainty in the ad markets that Michael mentioned, even with a clear path of execution, I think getting to the target level of leverage is probably late '24, early '25.
And so as a result of that, again, we're going to take kind of -- take a holistic look at how to deleverage the company with what's available to us. It includes kind of potentially M&A if it's accretive. But I think most importantly for us was to have the debt essentially give ourselves a breathing room from a liquidity perspective, against our financial covenants, et cetera, and just put ourselves in a place where we can really focus on operating the business and executing against our core initiatives.
And Tridi, given that statement, I mean, I can back into the math because leverage calculation kind of give some other pieces of the puzzle, shall we say. But just in terms of scaling the actual business from a margin -- EBITDA margin and cash flow perspective, just thinking about kind of the components of scale, rescaling the O&O business versus cost initiatives, assuming the underlying macro is just stable, it doesn't change.
Yes, I think that's right. And I think it's fair to -- we would expect to see some growth in gross profit. And the way our model works, that gross profit growth should almost dollar for dollar, go down to EBITDA and we would expect to, for the most part, be able to keep OpEx kind of where it is in terms of the implied guidance in Q4 through next year. I think there's still potentially some savings to go get just maybe around services and just our infrastructure given we're a little bit smaller now with the disposition of Total Security. But in terms of organizationally, our footprint, how we're structured to go after the initiatives and the opportunities that RAMP gives us access to, I think we're in a good place right now with the current team.
Yes. We feel like the team we've got in place after we did a fair amount of restructuring in '23, slimmed down the team. I would feel like we can scale the business back up without significant head count increase.
There are no further questions. We're going to turn it back to Michael Blend for closing remarks.
Well, thanks, everybody, for joining us. It's been a little bit of time, since we were able to hop on the call with all of you. Look forward to seeing you. We're going to start hitting the conference circuit again now that our transaction is behind us. So if you can make any other conferences, we're going to be at, we'd like to meet you in person. But until the next time, happy holidays, everybody. Thank you.
Thanks, everyone.