System1, Inc. ($SST)

Ladies and gentlemen, thank you for joining us, and welcome to the System1 Transaction and Business Update Conference Call. [Operator Instructions] I will now hand the conference over to CEO and Co-Founder, Michael Blend. Please go ahead.

Good afternoon, everyone. Thank you for joining us today as we share several important System1 updates. First of all, earlier this morning, we announced that we signed a new debt agreement with our existing lender group. We're very pleased to have finalized this after working through the process over an extended period of time. The new terms provide the company with greater stability and increased financial flexibility moving forward. In a few moments, Tridi will walk through the key details of the agreement. On today's call, we're also going to provide updates on the business, including our decision to significantly reduce marketing activities for search monetization, but more importantly, our operating focus for the remainder of the year. Finally, we'll discuss our long-term vision for the company and how we intend to create significant shareholder value. I'll now hand it over to Tridi to go over the details of the debt agreement. Take it away, Tridi.

Thanks, Michael. I'd first 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 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 annual report on Form 10-K for fiscal year 2025 filed on March 11, 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 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 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. With that being said, let's get into it. We have been in discussions with our lender group since the second half of last year and are very pleased to have completed this transaction with 100% participation of our lenders. This exchange transaction will completely replace our existing debt agreements, which are scheduled to mature in January and July of 2027. Through this exchange, we will have delivered on our commitment to our investors to strengthen our capital structure, and this puts us on a strong footing to be able to completely focus on the opportunities in front of us while continuing to further delever the business and invest in the business. As for the general contours of the transaction, we will be exchanging our current $302.6 million of outstanding debt, which includes the $50 million balance on our fully drawn revolver for $150 million of new term debt and approximately $31.4 million of cash, which will leave us with around $20 million of unrestricted cash on a pro forma basis. As a result, on a pro forma basis as of the end of Q1, our net leverage on a consolidated basis will go from 7.73x to 4x. Additionally, the new $150 million loan will mature in January of 2031, with minimal mandatory amortization of 1% per year or $375,000 per quarter. The interest will be SOFR plus 5%. We also will have the ability to pick up to half the interest due at a rate of SOFR plus 5.5%. Also as part of the transaction, we will be issuing preferred stock with a stated value of $39.25 million that will convert to common at $10.40 a share, which on a fully converted basis represents approximately 3.8 million shares. The preferred has a stated dividend of 7% per year, which is payable in cash or can also be picked. The preferred matures concurrently with the term loan in January of 2031. The issuance of the preferred shares require shareholder approval. And as a result, we expect the transaction to close during the third quarter of 2026 after our Annual Shareholder Meeting. Additionally, as part of the agreement, the current legal lawsuit between certain of the lenders and the company will also be dismissed. We did file an 8-K earlier today, along with the press release announcing the transaction, which includes additional details regarding the transaction. I highly recommend all investors carefully read all the information included in that 8-K filing. Securing improved and long-term debt terms was our top corporate priority in 2026, and I am extremely pleased to have completed this transaction and with the outcome that was achieved for the company and our shareholders. Coming off of a seasonally low Q1 for both adjusted gross profit and adjusted EBITDA, the announcement of this transaction allows management to refocus our efforts on executing against the significant opportunities ahead of us. And we look forward to continuing to report our progress on those fronts throughout the year on our normal quarterly cadence. I will now turn the call back over to Michael to provide other updates and commentary.

Thanks, Tridi. First off, we are really pleased to reach this agreement with our lenders. This transaction fundamentally repositioned System1. With materially less debt, a stronger balance sheet and a capital structure built for the long term, we can now turn our full focus back to the business. Along with our lender negotiations, we've been making significant moves to position System1 for success in an AI-forward technology landscape. The first major step has been reducing our dependence on our marketing business. That business line, which has been heavily dependent on Google as our primary revenue source has been very volatile over the last several years due to ever-changing products and policies at Google. In late Q1, we made the decision to significantly reduce marketing activity tied to search monetization across our owned and operated properties. We took this step to mirror policy changes at Google, including the shutdown of that Google Adsense for Domains product that have been designed to favor smaller operators within the Google partner ecosystem. As we reduce our owned and operated marketing activities, we have been tightening our focus on supporting our partner network. We do this primarily via licensing our platform to smaller operators who like the scale to operate their own tech platform. In this model, our partners focus on traffic acquisition and System1's role is to power the monetization and provide detailed analytics. The end result is our marketing business is more diversified, less reliant on any single Google contract and ultimately higher margin. Our priorities in partner marketing this year are to further diversify our revenue sources and broaden the range of partners driving traffic to our platform. Now I'd like to move on to our product side, where we are operating from a position of strength. Our core products, which include CouponFollow for shopping, MapQuest for mapping and our search engine category are market leaders with millions of loyal users. And importantly, each of our products have proprietary data in 3 of the most valuable categories in AI, mapping, shopping and search. We see really interesting opportunities in each of these areas. Let's start with CouponFollow. CouponFollow is one of the leading coupon code sites on the Internet, and we have over 20 million users of Cently, our promo code browser extension. CouponFollow's success is driven by a proprietary system that is able to validate promo codes and ensure that a particular promo code will work at a particular time when a user is shopping. While the consumer benefit is obvious, you can also imagine the validated promo codes are extremely useful to AI agents powering shopping-related apps. Literally every shopping app can make use of promo codes and CouponFollow has the opportunity to be an underlying component of the Agentic shopping infrastructure. Similarly, MapQuest is a leader in an area that is crucial to AI, local business directories and geographical data. MapQuest's importance to the underlying AI infrastructure is demonstrated by MapQuest being the #14 most cited domain in all of AI, just behind LinkedIn and just ahead of walmart.com. MapQuest is in a really interesting position as the largest independent consumer mapping business. We have large amounts of consumer location data. We already offer a mapping API to enterprises and any AI company competing with Google won't want to be dependent on Google Maps. And finally, Startpage is our leading private search engine that competes with DuckDuckGo. Startpage participates in 2 major trends, both driven by consumer attitudes towards AI. The first is the emerging anti-AI sentiment held by a growing number of consumers. As search engines like Google increasingly interject AI answers into their results, there is a growing backlash from people who simply do not want AI to be a major part of their lives. Independent search engines like Startpage are a great alternative for this group of users. And on the flip side, for AI forward people and particularly those incorporating agents to build applications, our other nonprivate search engines can offer one of the most valuable sought-after types of data. Across our products, our 2026 priorities are centered in 3 areas: one, accelerating our core consumer audience; two, deepening user engagement through new features and subscription offerings; and three, charging hard after the new opportunities presented by AI. Overall, we are operating as a more focused and leaner company with a structure in place to invest behind each of our core businesses. As we transition away from O&O marketing tied to search monetization, we expect 2026 year-over-year comparisons to remain challenging given the magnitude of these changes. That said, we have aggressive operating goals for the year and we will measure success based on sequential growth and the trajectory of the business exiting 2026. We expect EBITDA to improve each quarter throughout the year and remain confident in our ability to return to the EBITDA levels and growth profile we delivered prior to this transition period. This new debt agreement positions the company to continue investing in and growing our assets while strengthening overall enterprise value. I'm grateful to our lender group for their partnership and to our team for the discipline and execution that made this possible. It's time for the company to get back on offense. We continue to believe System1 remains undervalued, and we are focused on unlocking shareholder value through the growth and performance of each of our properties. Thank you, everyone, for joining us today. With the debt agreement now complete, we plan to resume our quarterly earnings calls, and I look forward to speaking with you again in the coming months.

[Operator Instructions] Your first question comes from the line of Thomas Forte with Maxim Group.

Great. So first off, Michael and Tridi, congratulations on the refinancing. I have 3 questions. I'll go one at a time. Michael, you had some great comments in your prepared remarks on Agentic Commerce. Can you give just a little more on the opportunities you have to capitalize on Agentic Commerce with your existing assets?

Yes. First of all, thanks for joining, Tom. And yes, we're really happy to have this whole restructuring behind us. So when you think about the products that we have, when we acquired most of these businesses with the idea towards having different products that would help people with their search and browsing experience. And this is really before AI became a thing. And what's happened as AI has become obviously kind of the more dominant emerging technology and people are looking more and more towards incorporating agents is that the same things that you need for search and for browsing are really important in the Agentic world. And so as the examples I use, like on CouponFollow, we've got a proprietary database of verified promo codes. And what that means is when you go to buy something at Nike.com or any store, you can enter a promo code and it works. And you can imagine, and that's really important when you're shopping in general, when you're browsing and searching in regular commerce, but you can imagine in any kind of AI-related app where an agent is helping someone shop, any time they go to purchase, they're going to need the same thing. They're going to need a validated promo code. The same thing is true in our mapping product where we're one of the biggest independent mapping companies out there. We have a lot of proprietary data around geolocation and just in general, stores that are out there in the real world. It turns out that particular category is just incredibly high demand when people are using AI. I mentioned when you look at the top most cited domains and like ChatGPT or Gemini, mapquest.com is one of the top 15. So in those 2 areas and just in generalized search, we're quite good and we're one of the very few companies that operates independent search engines. Those 3 areas we think are all going to be pretty important in the Agentic world, and we intend to participate pretty heavily in each of those. Does that answer your question?

It does. So second one, this is probably my most boring one, so I apologize. You talked about becoming less dependent on Google. Can you refresh my memory on how much traffic is coming from social networks right now?

Yes, sure. Do we release that, Tridi?

We don't.

Just high level then?

We're not dependent on any -- we have really no material dependence at all on organic traffic from social. So we're not dependent on place -- getting organic traffic from Facebook or Insta or anywhere. Where we do play is that we are -- we do purchase traffic from TikTok and Social. So we're not dependent on any algorithm changes they may have, but we are pretty decent players in kind of buying traffic from them.

Wonderful. And then for my last question. Can you give your current thoughts on strategic M&A on 2 fronts? I really liked how you talked about these 2 different opportunity sets. One is opportunities to acquire assets well suited to capitalize on AI. And then the second set for those consumers who are uncomfortable with AI.

Sure. I can, I guess, take those in order. So I think strategic acquisitions we would do on a go-forward basis would, for the most part, be tied to our existing product lines in the areas that we play in. So you can see us doing things in the search, location and commerce areas. If we did go beyond that, it likely would be other areas where there may be proprietary types of data that could be important in kind of an AI-forward world. The second side would be potential acquisitions on properties and products in which people kind of are kind of in the anti-AI world. As we mentioned, we are benefiting a bit from that already. If you go online and actually go to look at your socials now, you're going to see our properties, MapQuest and Startpage talked about quite a bit. There's a bit of a backlash going on right now against kind of the Google and the large tech companies that are aggressively incorporating AI into their products. And we're certainly benefiting from that on the MapQuest and Startpage side. If you were to look beyond those products and kind of at M&A, I don't think that we'll be playing heavily in M&A at kind of looking at old Internet properties. So I don't suspect that we're going to be making big M&A plays in, call it, the anti-AI world. Most of our strategic acquisitions would be kind of leaning into where the future is going.

And your next question comes from the line of Dan Kurnos with StoneX.

First off, congrats, guys. Obviously, I know that was a heavy lift. And Tridi, I know you personally have been working like crazy to find a solution there. So kudos to you guys for getting it over the finish line. It must feel good. I guess, Michael, my question to you -- first question to you is, look, I've been with you following this sort of since the beginning. We've seen a lot of iterations. We've seen a lot of upheaval. Obviously, AI has completely changed the name of the game. Something that has always been true though is access to data, which you highlighted on this call. And I guess the way I want to frame the question is, I understand that you want to drive incremental consumer traffic to your properties. Do you view yourselves at this point as more of a monetization enablement platform? Or do you believe that kind of the products and the subscription sales that you continue to generate from your existing product set will still be the driver at this point, if that question makes sense?

I'm going to try to parse that a little bit. So on the Google side, which has been -- as you know, first of all, thank you for joining. We appreciate it. And before I talk about this, I do want to say Tridi and our entire finance and legal team have been working very, very hard on this debt restructuring, and we are super glad to have it behind us. They did a great job. And thanks to our lenders very much for participating in it with us. But what I would say is on the -- specifically on the Google side of the business, which has been the one which has been really causing us the most trouble over the last 2 or 3 years. And the little trouble there has been related to constantly changing policies on the Google side. We have made the decision to be much more a monetization engine for other people driving traffic to us. So much of our business there was what we call our owned and operated business. And as Google was making changes on their side, it became just much more difficult to scale for any one company to scale a sizable business there. And so we thought it made a lot more sense to work with a variety of, frankly, smaller partners, be a lot more diversified, let them do the work on the buy side and let us be a monetization engine for them. We like that strategy. We think it's going to be our go forward on the Google side of our business. That being said, we do have a nice ad buying platform, and we're not abandoning marketing, but a lot of our marketing is going to be going to non-Google sources. So things like our owned and operated products, we've got -- as you know, we've got our -- I keep talking about our CouponFollow, Startpage and MapQuest products. Each one of those is working on offerings that are going to be supported by marketing on our own behalf. And we also have a more nascent effort that we haven't really talked about publicly yet. We hope to start be releasing some information on that as it becomes a little bit more material, where we're building new subscription apps, primarily enabled by new AI tools, and we started marketing those on our own behalf and seeing some interesting promising early results there as well. So I hope that answers your question. strictly on the Google side, our strategy is much more working with partners, and we're the monetization engine. But all the rest of our business is still going to be using our marketing engine.

It does partially -- so I do want to get into the product road map, too, Michael. But -- if I can just follow up, so I'll use my second of 3, I guess, following up on that.

We maybe give you an extra one, Dan. Go ahead.

Okay. All right. Well, I won't spoil it there. I'll do my best. If I think about -- let me maybe frame it this way a little bit differently. So if I use IAC or we'll call them People Incorporated now as kind of a framework for owned and operated websites, so product websites that has a combination, and I know it's not a perfect match, right, Michael, for what you do. But I just -- in the context of the question I'm trying to ask, I hope you'll bear with me for a second. If we consider that they have basically figured out a way to run a significant off-platform monetization engine through Decipher Plus, which takes their learnings from their existing product set, product suite and all of the users that utilize their products, and they're figuring out how to use that cross-platform, even on CTV for monetization purposes. They've obviously got a performance marketing element, which has referral fees embedded in it. And clearly, you have CouponFollow. So that's relevant. And then there's an AI licensing component, which you talked about MapQuest being #14 most referenced in AI domain. Hopefully, you're getting paid for that in addition to traffic. And so I'm just -- like I'm just trying to think about as we enter this new AI age, the monetization paths that you have available to you and maybe the evolution of the platform. I'm not saying you're walking away at all from the marketing engine. You just have a lot of learnings on your core platform. And so I'm just trying to understand how you're maybe attacking some of those adjacent lines or if that might be thinking too far in the future and you just want to get up and running here, get your products out in the market and then start attacking some of those as you get the product suite right on your side?

Yes. No, Okay. I understand the question better now, Dan. So I guess the answer is we -- yes, we are doing similar things that People is doing. So we've got -- if you look at our products, we've got pretty good scale on the CouponFollow, Startpage, MapQuest side, but also even on the pure Google side as well. When you look at our entire audience, I don't believe we've released the entire size of that audience yet, but it's pretty significant. And we also have a monetization stack on the back end that powers the monetization of all that. So we're looking at a couple of different areas related to that. One of them is extending that monetization stack to third-party publishers. We have very early efforts in that. And the other one is the playbook that you just mentioned, which is getting paid for our data. And so getting paid for our data will potentially happen in 2 different ways. One of them would be supplementing data for third parties that are doing their own marketing. And the other one will be direct straight licensing it or allowing agents to get access to our data. So both those efforts are pretty early. And so we're not really talking about them yet, but we do have active efforts going on internally to kind of go after the areas that you mentioned.

Okay. That is helpful, Michael. I know it's early, and I was probably putting the cart before the horse, but I mean, just given the way the marketplace has gone and given the assets that you have and given the amalgamated traffic that I can just calculate knowing the data that's out there, it feels like you have a sufficient data lake that you could effectively monetize more efficiently over time. So I hear you. And then just on the product suite front, maybe just talk us through, I don't know a road map, but just -- you gave a few tidbits on your prepared remarks, but just anything you want to talk through in terms of specific areas where you've got product, how many product launches we should expect? And we both know, Michael, that time to market now with Claude Code and GPT Code is like miles ahead of where it used to be. So since you actually have engineers and backgrounds, it feels like you guys -- your speed to market should really accelerate. So how should we be thinking about timing and magnitude? And is there anything that you'd want to flag this year that could actually be meaningful to results?

So I'm trying to think about the best way to answer this. So in each of our product lines, so MapQuest, we have a new subscription product that we're going to be testing over the next couple of weeks. CouponFollow has a subscription product pretty much ready to go. We have a brand, as I mentioned, we have a pretty nascent effort to build products that are outside of our existing core products. The first one we have is a kind of song generation app called JoyBox, which we've been marketing for a couple of months here that looks promising. And then on Startpage, we don't -- we have a couple of different products that we're thinking about rolling out, but we have not yet done any testing on those. So in each of the areas, we have subscription products that we're going for. And then we just literally, I think, a couple of hours ago, released our first play in kind of the Agentic data area. And so each -- but each of these is nascent, Dan. So we're not -- I don't want to talk about them yet. Tridi, we're not.

This is a part where I'm kicking Michael under the table to get them. I would say we're -- maybe we're really excited about the pace at which we're able to test and try and build new products. And part of that is we're trying literally 10 to 20 hundreds of things at a time and getting them to the scale where we would talk about them publicly where they make a difference is kind of a cadence we're still working through internally.

Yes. While we have like great optimism internally and you start seeing early data come in and looks really good until we're able to really be confident that we're going to get scale in these efforts. We don't really want to talk about them publicly. But to be clear, you're exactly right, the scale at which we're able to build products, the pace at which we're able to build products has really accelerated. The reality is people talk about being able to build products in a few days. To build a product which is ready to scale takes a little bit longer than that. But what used to be a 6-month effort is now taking a month. And in some cases, what used to be a 3-month effort is taking a week to get products to market. And what we are seeing, and I think what hundreds of thousands of developers around this world are seeing as they try to develop their own products is building the products is not necessarily the hardest part. The hardest part is getting the scale and marketing the products and getting users. And now that we -- now that the pace of product building has sped up so much, I think that people are starting to understand the marketing chops are what's almost more important. And we definitely have the marketing chops here. So we're hopeful by our next earnings call, we'll be able to start pointing to some of these efforts.

Got it. Yes. Distribution, Michael and Tridi, is clearly one of the missing ingredients I think people fail to account for when they think about AI and what's going to exist and what won't exist. But -- we shall see how that plays out. I guess I'll use my bonus question on a boring -- slightly more boring one and just ask, you've said EBITDA is going to get better each quarter this year. You still want to invest in the business. Obviously, AI has puts and takes in terms of efficiencies, but obviously token costs. So how do we think about your willingness to stick to the improving EBITDA each quarter if you see an opportunity in front of you versus how much margin improvement should we see? Is this a year of we need to rebuild the business, rescale, reaccelerate growth. And so you'll see sequential EBITDA improvement, but not a ton of margin improvement until next year and then we start getting that scale?

Yes. I think that's right, Dan. It's really the latter, which is we're definitely focused on EBITDA improvement through the year. per kind of the prepared remarks. At the same time, in the context of Michael's answer to the last question, right, as we kind of are experimenting with and building new products and seeing them as we're able to scale them where the opportunities are, that's going to be a trade-off that we're going to look at kind of individually on a product-by-product basis. And to the extent we have a lot of conviction around investments, specifically on the marketing side, we potentially take it. That would be something the debt restructuring gives us the flexibility to do. But we'd be doing that only if we had a lot of conviction in where we're potentially making that trade-off.

Yes. And you won't see a lot of -- it would all come on the marketing side, any increase. I don't think anybody would see any OpEx surprises except on the marketing side. And marketing would only happen if we had high conviction that the marketing was generating a really good return.

I'm sure both of you are relieved to have all of that noise behind you and you can focus on the business again.

Thanks, Dan. I think Tridi is about ready to finally get some sleep.

We have reached the end of the Q&A session. I will now turn the call back to Michael Blend for closing remarks.

All right. Well, I want to thank everyone for joining us today. So as you can tell, we're really glad to have our debt restructuring behind us and be able to turn our focus back to the business. We see a lot of exciting opportunities ahead of us on both our existing business lines and our new AI forward areas. So we think it's going to be a good year ahead of us. We look forward to getting back in front of investors. I think Tridi and I are going to start making an effort to start doing that. And we also look forward to all of you joining us again on our next quarterly earnings call. So thanks a lot. Talk to you soon.

This concludes today's call. Thank you for attending. You may now disconnect.