Item 1. Condensed Consolidated Financial Statements (Unaudited)
System1, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets (Unaudited)
(In thousands, except for par values)
| | | | | | | | | | | | | | |
| Successor | | | Predecessor |
| June 30, 2022 | | | December 31, 2021 |
| As Restated | | | |
| ASSETS | | | | |
| Current assets: | | | | |
| Cash and cash equivalents | $ | 37,442 | | | | $ | 47,896 | |
| Restricted cash, current | 4,572 | | | | — | |
| Accounts receivable | 93,662 | | | | 90,203 | |
| Prepaid expenses and other current assets | 12,298 | | | | 7,689 | |
| Total current assets | 147,974 | | | | 145,788 | |
| Restricted cash, non-current | 2,452 | | | | 743 | |
| Property and equipment, net | 4,330 | | | | 830 | |
| Internal-use software development costs, net | 3,610 | | | | 11,213 | |
| Intangible assets, net | 556,341 | | | | 50,368 | |
| Goodwill | 881,370 | | | | 44,820 | |
| Operating lease right-of-use assets | 7,533 | | | | — | |
| Other non-current assets | 804 | | | | 3,149 | |
| Total assets | $ | 1,604,414 | | | | $ | 256,911 | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY/MEMBERS’ DEFICIT | | | | |
| Current liabilities: | | | | |
| Accounts payable | 17,286 | | | | 72,846 | |
| Accrued expenses and other current liabilities | 97,959 | | | | 31,284 | |
| Deferred revenue | 68,368 | | | | 1,971 | |
| Operating lease liabilities, current | 2,065 | | | | — | |
| Notes payable, current | 14,888 | | | | 170,453 | |
| Total current liabilities | 200,566 | | | | 276,554 | |
| Operating lease liabilities, non-current | 7,073 | | | | — | |
| Notes payable, non-current | 406,026 | | | | — | |
| Warrant liability | 13,669 | | | | — | |
| Deferred tax liability | 129,310 | | | | 7,789 | |
| Protected incentive plan liability | 18,163 | | | | — | |
| Other liabilities | 5,735 | | | | 969 | |
| Total liabilities | 780,542 | | | | 285,312 | |
| Commitments and contingencies (Note 11) | | | | |
| STOCKHOLDERS’ EQUITY / MEMBERS’ DEFICIT | | | | |
Class A Common stock - $0.0001 par value; 500,000 shares authorized, 90,587 Class A shares issued and outstanding as of June 30, 2022 | 9 | | | | — | |
Class C Common stock - $0.0001 par value; 25,000 shares authorized, 22,077 Class C shares issued and outstanding as of June 30, 2022 | 2 | | | | — | |
| Additional paid-in capital | 812,309 | | | | — | |
| Accumulated deficit | (169,603) | | | | — | |
| Members’ deficit | — | | | | (28,829) | |
| Accumulated other comprehensive income | (421) | | | | 428 | |
| Total stockholders’ equity/members’ deficit | 642,296 | | | | (28,401) | |
| Non-controlling interest | 181,576 | | | | — | |
| Total stockholders’ equity/members’ deficit | 823,872 | | | | (28,401) | |
| Total liabilities and stockholders’ equity/members’ deficit | $ | 1,604,414 | | | | $ | 256,911 | |
System1, Inc. and Subsidiaries
See notes to unaudited condensed consolidated financial statements.
System1, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations (Unaudited)
(In thousands, except for per share and per unit data)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Successor | | | Predecessor | | Successor | | | Predecessor |
| Three Months Ended June 30, 2022 | | | Three Months Ended June 30, 2021 | | Period from January 27, 2022 through June 30, 2022 | | | Period from January 1, 2022 through January 26, 2022 | | Six Months Ended June 30, 2021 |
| As Restated | | | | | As Restated | | | As Restated | | |
| Revenue | $ | 219,797 | | | | $ | 169,579 | | | $ | 385,905 | | | | $ | 52,712 | | | $ | 317,140 | |
| Operating costs and expenses: | | | | | | | | | | | |
| Cost of revenues (excluding depreciation and amortization) | 152,558 | | | | 126,167 | | | 272,942 | | | | 41,507 | | | 236,952 | |
| Salaries, commissions, and benefits | 49,511 | | | | 17,698 | | | 97,709 | | | | 31,181 | | | 32,893 | |
| Selling, general, and administrative | 16,747 | | | | 6,277 | | | 31,835 | | | | 15,665 | | | 13,227 | |
| Depreciation and amortization | 32,094 | | | | 3,112 | | | 54,022 | | | | 1,000 | | | 6,801 | |
| Total operating costs and expenses | 250,910 | | | | 153,254 | | | 456,508 | | | | 89,353 | | | 289,873 | |
| Operating income (loss) | (31,113) | | | | 16,325 | | | (70,603) | | | | (36,641) | | | 27,267 | |
| Other expense (income): | | | | | | | | | | | |
| Interest expense | 7,324 | | | | 4,476 | | | 12,100 | | | | 1,049 | | | 8,524 | |
| Change in fair value of warrant liabilities | (4,139) | | | | — | | | 9,622 | | | | — | | | — | |
| Total other expense | 3,185 | | | | 4,476 | | | 21,722 | | | | 1,049 | | | 8,524 | |
| Income (loss) before income tax | (34,298) | | | | 11,849 | | | (92,325) | | | | (37,690) | | | 18,743 | |
| Income tax (benefit) provision | (454) | | | | 77 | | | (15,103) | | | | (629) | | | 228 | |
| Net income (loss) | $ | (33,844) | | | | $ | 11,772 | | | $ | (77,222) | | | | $ | (37,061) | | | $ | 18,515 | |
| Net loss attributable to non-controlling interest | (8,107) | | | | — | | | (15,416) | | | | — | | | — | |
| Net income (loss) attributable to System1, Inc. | $ | (25,737) | | | | $ | 11,772 | | | $ | (61,806) | | | | $ | (37,061) | | | $ | 18,515 | |
| | | | | | | | | | | |
| Net loss per share: | | | | | | | | | | | |
| Basic | $ | (0.29) | | | | n/a | | $ | (0.71) | | | | n/a | | n/a |
| Diluted | $ | (0.33) | | | | n/a | | n/a | | | n/a | | n/a |
| Shares used in net loss per share calculations: | | | | | | | | | | | |
| Basic | 89,701 | | | | n/a | | 86,840 | | | | n/a | | n/a |
| Diluted | 91,182 | | | | n/a | | n/a | | | n/a | | n/a |
| Basic and diluted net income (loss) per unit | n/a | | | $ | 0.57 | | | n/a | | | $ | (1.81) | | | $ | 0.90 | |
| Weighted average units outstanding - basic and diluted | n/a | | | 20,488 | | | n/a | | | 20,488 | | | 20,488 | |
See notes to unaudited condensed consolidated financial statements.
System1, Inc. and Subsidiaries
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Successor | | | Predecessor | | Successor | | | Predecessor |
| Three Months Ended June 30, 2022 | | | Three Months Ended June 30, 2021 | | Period from January 27, 2022 through June 30, 2022 | | | Period from January 1, 2022 through January 26, 2022 | | Six Months Ended June 30, 2021 |
| As Restated | | | | | As Restated | | | As Restated | | |
| Net income (loss) | $ | (33,844) | | | | $ | 11,772 | | | $ | (77,222) | | | | $ | (37,061) | | | $ | 18,515 | |
| Other comprehensive income (loss) | | | | | | | | | | | |
| Foreign currency translation income (loss) | (524) | | | | 24 | | | (421) | | | | 87 | | | 465 | |
| Comprehensive income (loss) | $ | (34,368) | | | | 11,796 | | | $ | (77,643) | | | | $ | (36,974) | | | 18,980 | |
| Comprehensive loss attributable to non-controlling interest | (8,046) | | | | — | | | (15,355) | | | | — | | | — | |
| Comprehensive income (loss) attributable to System1, Inc. | $ | (26,322) | | | | 11,796 | | | $ | (62,288) | | | | $ | (36,974) | | | 18,980 | |
See notes to unaudited condensed consolidated financial statements.
System1, Inc. and Subsidiaries
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited)
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Class A Common Stock | | Class C Common Stock | | Class D Common Stock | | | | | | | | | |
| Shares | Amount | | Shares | Amount | | Shares | Amount | | Additional Paid-In-Capital | | Accumulated Deficit | | Accumulated Other Comprehensive Income | | Non-Controlling Interest | | Total Stockholders’
Equity |
| As Restated | | | | | | | | | | | | | | | | | | |
| Successor: | | | | | | | | | | | | | | | | | | |
| For the period from January 27, 2022 to June 30, 2022 | | | | | | | | | | | | | | | | | | |
| BALANCE—January 26, 2022 | 51,750 | | $ | 5 | | | — | | $ | — | | | — | | $ | — | | | $ | 574,003 | | | $ | (107,797) | | | $ | — | | | $ | — | | | $ | 466,211 | |
| Effect of Merger transaction | 29,017 | | 3 | | | 22,077 | | 2 | | | 1,450 | | — | | | 148,359 | | | — | | | — | | | 198,691 | | | 347,055 | |
| BALANCE—January 27, 2022 | 80,767 | | 8 | | | 22,077 | | 2 | | | 1,450 | | — | | | 722,362 | | | (107,797) | | | — | | | 198,691 | | | 813,266 | |
| Net loss | — | | — | | | — | | — | | | — | | — | | | — | | | (36,069) | | | — | | | (7,309) | | | (43,378) | |
| Issuance of common stock in connection with Merger, net of offering costs, underwriting discounts and commissions | 930 | | — | | | — | | — | | | — | | — | | | 661 | | | — | | | — | | | — | | | 661 | |
| Issuance of common stock in connection with the acquisition of business | 2,000 | | — | | | — | | — | | | — | | — | | | 25,500 | | | — | | | — | | | — | | | 25,500 | |
| Issuance of market-based restricted stock units upon vesting | — | | — | | | — | | — | | | 1,450 | | — | | | — | | | — | | | — | | | — | | | — | |
| Conversion of Class D shares to Class A shares | 2,900 | | 1 | | | — | | — | | | (2,900) | | — | | | — | | | — | | | — | | | — | | | 1 | |
| Net deferred tax liability resulting from changes in outside basis difference on investment in S1 Holdco, LLC | — | | — | | | — | | — | | | — | | — | | | (2,596) | | | — | | | — | | | — | | | (2,596) | |
| Other comprehensive income | — | | — | | | — | | — | | | — | | — | | | — | | | — | | | 103 | | | (184) | | | (81) | |
| Share-based compensation | — | | — | | | — | | — | | | — | | — | | | 31,398 | | | — | | | — | | | — | | | 31,398 | |
| Distribution to members | — | | — | | | — | | — | | | — | | — | | | — | | | — | | | — | | | (247) | | | (247) | |
| BALANCE—March 31, 2022 | 86,597 | | $ | 9 | | | 22,077 | | $ | 2 | | | — | | $ | — | | | $ | 777,325 | | | $ | (143,866) | | | $ | 103 | | | $ | 190,951 | | | $ | 824,524 | |
| Net loss | — | | — | | | — | | — | | | — | | — | | | — | | | (25,737) | | | — | | | (8,107) | | | (33,844) | |
| Exercise of warrants | 3,969 | | — | | | — | | — | | | — | | — | | | 27,989 | | | — | | | — | | | — | | | 27,989 | |
| Issuance of restricted stock, net of forfeitures and shares withheld for taxes | 21 | | — | | | — | | — | | | — | | — | | | — | | | — | | | — | | | — | | | — | |
| Net deferred tax liability resulting from changes in outside basis difference on investment in S1 Holdco, LLC | — | | — | | | — | | — | | | — | | — | | | — | | | — | | | — | | | — | | | — | |
| Other comprehensive income | — | | — | | | — | | — | | | — | | — | | | — | | | — | | | (524) | | | (14) | | | (538) | |
| Share-based compensation | — | | — | | | — | | — | | | — | | — | | | 6,995 | | | — | | | — | | | — | | | 6,995 | |
| Distribution to members | — | | — | | | — | | — | | | — | | — | | | — | | | — | | | — | | | (1,254) | | | (1,254) | |
| BALANCE—June 30, 2022 | 90,587 | | $ | 9 | | | 22,077 | | $ | 2 | | | — | | $ | — | | | $ | 812,309 | | | $ | (169,603) | | | $ | (421) | | | $ | 181,576 | | | $ | 823,872 | |
See notes to unaudited condensed consolidated financial statements.
System1, Inc. and Subsidiaries
Condensed Consolidated Statements of Changes in Members' Deficit (Unaudited)
(In thousands)
| | | | | | | | | | | | | | | | | |
| Members’ Deficit | | Accumulated Other Comprehensive Income (Loss) | | Total Members’ Deficit |
| As Restated | | | | As Restated |
| Predecessor: | | | | | |
| For the period January 1, 2022 to January 26, 2022 | | | | | |
| BALANCE—January 1, 2022 | $ | (28,829) | | | $ | 428 | | | $ | (28,401) | |
| Net loss | (37,061) | | | — | | | (37,061) | |
| Accumulated other comprehensive income | — | | | 87 | | | 87 | |
| Share-based compensation expense | 23,705 | | | — | | | 23,705 | |
| BALANCE—January 26, 2022 | $ | (42,185) | | | $ | 515 | | | $ | (41,670) | |
| | | | | |
| Members’ Deficit | | Accumulated Other Comprehensive Income (Loss) | | Total Members’ Deficit |
| Predecessor: | | | | | |
| For the period January 1, 2021 to June 30, 2021 | | | | | |
| BALANCE—January 1, 2021 | $ | (47,886) | | | $ | (343) | | | $ | (48,229) | |
| Net income | 6,743 | | | — | | | 6,743 | |
| Accumulated other comprehensive income | — | | | 441 | | | 441 | |
| Share-based compensation expense | 146 | | | — | | | 146 | |
| Contribution from OpenMail | 147 | | | — | | | 147 | |
| BALANCE—March 31, 2021 | $ | (40,850) | | | $ | 98 | | | $ | (40,752) | |
| Net income | 11,772 | | | — | | | 11,772 | |
| Accumulated other comprehensive income | — | | | 24 | | | 24 | |
| Share-based compensation expense | 120 | | | — | | | 120 | |
| Distribution to Court Square Capital Partners | (1,814) | | | — | | | (1,814) | |
| Contribution from OpenMail | 3 | | | — | | | 3 | |
| Distribution to OpenMail | (877) | | | — | | | (877) | |
| BALANCE—June 30, 2021 | $ | (31,646) | | | $ | 122 | | | $ | (31,524) | |
See notes to unaudited condensed consolidated financial statements.
System1, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In thousands)
| | | | | | | | | | | | | | | | | | | | |
| Successor | | | Predecessor | | Predecessor |
| Period from January 27, 2022 through June 30, 2022 | | | Period from January 1, 2022 through January 26, 2022 | | Six Months Ended June 30, 2021 |
| As Restated | | | As Restated | | |
| Cash flows from Operating Activities: | | | | | | |
| Net income (loss) | $ | (77,222) | | | | $ | (37,061) | | | $ | 18,515 | |
| Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: | | | | | | |
| Depreciation and amortization | 54,022 | | | | 1,000 | | | 6,801 | |
| Share-based compensation | 57,470 | | | | 23,705 | | | 224 | |
| Amortization of debt issuance costs | 2,226 | | | | — | | | 1,131 | |
| Noncash lease expense | 694 | | | | 115 | | | — | |
| Change in fair value of contingent consideration and CEO equity profit interest | (27) | | | | (9) | | | 4,331 | |
| Change in fair value of warrants | 9,622 | | | | — | | | — | |
| Deferred tax benefits | (22,746) | | | | (816) | | | (603) | |
| Other | 661 | | | | — | | | — | |
| Changes in operating assets and liabilities | | | | | | |
| Accounts receivable | (8,136) | | | | 11,118 | | | (8,306) | |
| Due from related party | — | | | | — | | | — | |
| Prepaids and other assets | (2,002) | | | | 1,069 | | | (1,864) | |
| Accounts payable | 6,535 | | | | (67,600) | | | 8,568 | |
| Accrued expenses and other liabilities | (11,225) | | | | 57,488 | | | (1,978) | |
| Protected.net incentive plan liability | 5,694 | | | | — | | | — | |
| Deferred revenue | 7,211 | | | | 311 | | | 494 | |
| Other long-term liabilities | (31,080) | | | | 77 | | | — | |
| Net cash (used in) operating activities | (8,303) | | | | (10,603) | | | 27,313 | |
| Cash flows from Investing Activities: | | | | | | |
| Purchases of property and equipment | (2,310) | | | | — | | | — | |
| Capitalized software development costs | (3,497) | | | | (441) | | | (3,233) | |
| Acquisition of businesses, net of cash acquired | (444,074) | | | | — | | | — | |
| Net cash used in investing activities | (449,881) | | | | (441) | | | (3,233) | |
| Cash flows from Financing Activities: | | | | | | |
| Proceeds from term loan and line of credit | 449,000 | | | | — | | | — | |
| Repayment of term loan | (177,488) | | | | — | | | (8,136) | |
| Member capital contributions | — | | | | — | | | 150 | |
| Payments on contingent consideration from purchase of companies | — | | | | — | | | (6,715) | |
| Payments for financing costs | (24,845) | | | | — | | | — | |
| Payments for earnouts | (1,715) | | | | — | | | — | |
| Redemptions of Class A common stock | (510,469) | | | | — | | | — | |
| Proceeds from warrant exercises | 5,027 | | | | — | | | — | |
| Cash received from the Backstop | 246,484 | | | | — | | | — | |
| Related party loan | — | | | | — | | | (1,500) | |
| Distributions to members | (1,501) | | | | — | | | (2,691) | |
| Net cash used in financing activities | (15,507) | | | | — | | | (18,892) | |
| Effect of exchange rate changes in cash, cash equivalent and restricted cash | 604 | | | | (19) | | | 366 | |
| Net increase (decrease) in cash, cash equivalents and restricted cash | (473,087) | | | | (11,063) | | | 5,554 | |
| Cash and cash equivalents and restricted cash, beginning of the period | 517,553 | | | | 48,639 | | | 29,013 | |
| Cash and cash equivalents and restricted cash, end of the period | $ | 44,466 | | | | $ | 37,576 | | | $ | 34,567 | |
| Reconciliation of cash, cash equivalents and restricted cash to the Consolidated Balance Sheets: | | | | | | |
| Cash and cash equivalents | $ | 37,442 | | | | $ | 36,833 | | | $ | 34,567 | |
| Restricted cash | 7,024 | | | | 743 | | | — | |
| Total cash, cash equivalents and restricted cash | $ | 44,466 | | | | $ | 37,576 | | | $ | 34,567 | |
| | | | | | |
| Supplemental cash flow information: | | | | | | |
| Cash paid for operating lease liabilities | $ | 563 | | | | $ | 175 | | | $ | — | |
| ROU assets obtained in exchange for operating lease liabilities | $ | 2,064 | | | | $ | 7,987 | | | $ | — | |
System1, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In thousands)
| | | | | | | | | | | | | | | | | | | | |
| Equity issuance to settle intercompany loan | $ | — | | | | $ | 941 | | | $ | — | |
| Deferred consideration for acquisition | $ | 7,059 | | | | $ | — | | | $ | — | |
See notes to unaudited condensed consolidated financial statements.
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Dollars in thousands, except for per unit amounts)
1.ORGANIZATION AND DESCRIPTION OF BUSINESS
System1, Inc. and subsidiaries (“System1”, or the “Company”, f/k/a Trebia Acquisition Corp.) operates an omnichannel customer acquisition platform, delivering high-intent customers to advertisers and sells antivirus software packages to end user customers.
The Company provides its omnichannel customer acquisition platform services through its proprietary responsive acquisition marketing platform, or RAMP. Operating seamlessly across major advertising networks and advertising category verticals to acquire users on its behalf, RAMP allows the Company to monetize such users through its relationships with third party advertisers and advertising networks, which the Company refers to as its Advertising Partners. RAMP also allows third party advertising platforms and publishers, which the Company refers to as its Network Partners, to send user traffic to, and monetize user traffic on, the Company’s owned and operated websites. RAMP operates across the Company’s network of owned and operated websites and related products, allowing the Company to monetize user traffic that the Company sources from various acquisition marketing channels, including Google, Facebook, Taboola, Snapchat and TikTok.
The Company, through Protected.net, also provides antivirus software solutions to its customers, offering its customers a single packaged solution that provides protection and reporting to the end user. The Company delivers its antivirus software solutions directly to end-user customers across the world. The antivirus software solutions product offering comprises a core security package with varying levels of extra protection based on a customer's specific needs.
The Company’s primary operations are in the United States; however, the Company also has operations in Canada, the United Kingdom, and the Netherlands. Operations outside the United States are subject to risks inherent in operating under different legal systems and various political and economic environments. Among these risks are changes in existing tax laws, possible limitations on foreign investment and income repatriation, government foreign exchange controls, and exposure to currency exchange fluctuations. The Company does not engage in hedging activities to mitigate its exposure to fluctuations in foreign currency exchange rates.
For the purposes of the condensed consolidated financial statements, periods on or before January 26, 2022 reflect the financial position, results of operations and cash flows of S1 Holdco and its consolidated subsidiaries prior to the Merger transaction (as defined in Note 3), referred to herein as the “Predecessor,” and periods beginning on or after January 27, 2022 reflect the financial position, results of operations and cash flows of the Company and its consolidated subsidiaries as a result of the Merger transaction, referred to herein as the “Successor”.
Revenue attributable to the United States of the total revenue were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Successor | | | Predecessor | | Successor | | | Predecessor |
| Three Months Ended June 30, 2022 | | | Three Months Ended June 30, 2021 | | Period from January 27, 2022 through June 30, 2022 | | | Period from January 1, 2022 through January 26, 2022 | | Six Months Ended June 30, 2021 |
| United States | 76 | % | | | 96 | % | | 78 | % | | | 98 | % | | 97 | % |
Long-lived assets attributable to the United States and Canada represent 77% and 16% of total long-lived assets as of June 30, 2022 (Successor), respectively, and 99% and 1% of total long-lived assets as of December 31, 2021 (Predecessor), respectively.
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Dollars in thousands, except for per unit amounts)
Going Concern
As of June 1, 2023, the Company had not delivered audited financial statements for the fiscal year ended December 31, 2022 to Bank of America as required by the covenants of the Term Loan (refer to Note 12 – DEBT). The failure to timely deliver the audited financial statements is an event of default under the Term Loan and provides Bank of America the ability to immediately call the outstanding principal balances of the Term Loan and Revolving Facility of $430,000, as of the date of this filing, at the request of, or with the consent of, the required majority of lenders until such time that the audited financial statements are delivered to Bank of America. The Company does not have sufficient liquidity to settle the outstanding principal balances should they be called, nor has the Company identified sufficient alternative sources of capital. As a result, this matter raises substantial doubt about the Company’s ability to continue as a going concern. Upon delivery of the audited financial statements by the Company, the event of default will be remediated and, once remediated, Bank of America will no longer have the ability to call the outstanding principal balances on the Term Loan and Revolving Facility.
Separate from the default under the Term Loan and Revolving Facility, in the third and fourth quarters of 2022, the Company experienced declining cash flows and financial performance as a result of deteriorating macroeconomic conditions, resulting in reductions in both advertiser and overall consumer demand for our marketing services. As of December 31, 2022, the Company had cash on hand of $24,606. The declining cash flows and financial performance also raised substantial doubt regarding the Company's ability to continue as a going concern for a period of one year following the date that the consolidated financial statements are issued. In response to the declining cash flows, the Company implemented a plan to raise additional financing. On April 10, 2023, the Company entered into an incremental revolver note (“2023 Revolving Note”) with related parties for $20,000 (refer to Note 12—DEBT for additional information regarding the 2023 Revolving Note). As of the date of this filing, the available balance under the 2023 Revolving Note was $15,000.
The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. Accordingly, the consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.
Restatement of Previously Issued Financial Statements
The Company identified errors impacting the previously issued unaudited condensed consolidated financial statements for the periods indicated below. The Company analyzed the errors using Staff Accounting Bulletin (“SAB”) No. 99, Materiality and SAB No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, and determined the errors were material to the previously issued unaudited condensed consolidated financial statements. Accordingly, in accordance with Accounting Standards Codification (“ASC”) Topic 250, Accounting Changes and Error Corrections, the Company has restated herein the unaudited condensed consolidated statements of operations, of comprehensive income (loss), of changes in members’ deficit and of cash flows for the predecessor period from January 1, 2022 to January 26, 2022, the successor condensed consolidated balance sheet as of June 30, 2022 and the condensed consolidated statements of operations, of comprehensive income (loss), of changes in stockholders' equity and of cash flows for the Successor periods from January 27, 2022 to June 30, 2022 and from April 1, 2022 to June 30, 2022 and related footnote disclosures that were impacted by the errors.
A description of the errors is as follows:
I.Merger and business combination errors, and other errors impacting the successor period opening statement of stockholders’ equity:
a.Valuation related errors - The Company identified the following valuation errors related to the Merger with S1 Holdco, LLC (“S1 Holdco”) and System1 SS Protected Holdings. Inc. (“Protected”) ("the Merger") which occurred on January 27, 2022 ("the Merger date") and the
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Dollars in thousands, except for per unit amounts)
NextGen Shopping, Inc. d/b/a CouponFollow (“CouponFollow”) acquisition which occurred on March 4, 2022:
i.Error in the valuation of acquired developed technology from S1 Holdco in the Merger due to incorrectly recording capitalized internal-use software costs that were already included in the valuation of the RAMP developed technology which overstated capitalized Internal-use software development costs by $11,312 and understated Goodwill by $11,312 as of the Merger date. As a result of this error, capitalized Internal-use software development costs, net, was overstated by $9,352 and Goodwill was understated by $11,312 as of June 30, 2022 and Depreciation and amortization expense was overstated by $1,118 and $1,960 for the Successor period three months ended June 30, 2022 and for the period from January 27, 2022 to June 30, 2022, respectively;
ii.Errors in the valuation of intangible assets of S1 Holdco in the Merger due to the use of incorrect forecasts and assumptions that were not updated to reflect the facts and circumstances as of the date of the Merger, which understated intangible assets by $9,400 and overstated Goodwill by $9,400 as of the Merger date. The impact to the intangible assets as of the Merger date was as follows: trademarks were understated by $10,900 and customer relationship and developed technology intangible assets were overstated by $500 and $1,000, respectively. As a result of these errors, Intangible assets, net, was understated by $9,085 and Goodwill was overstated by $9,400 as of June 30, 2022 and Depreciation and amortization expense was understated by $186 and $315 for the Successor period three months ended June 30, 2022 and for the period from January 27, 2022 to June 30, 2022, respectively;
iii.Errors in the valuation of intangible assets of Protected in the Merger due to the use of incorrect forecasts and assumptions that were not updated to reflect facts and circumstances as of the date of the Merger, which overstated intangible assets by $2,800 and understated Goodwill by $2,800 as of the Merger date. The impact to the intangible assets as of the Merger date was as follows: trademarks were overstated by $7,700 and customer relationships were understated by $4,900. As a result of these errors, Intangible assets, net, was overstated by $2,163 and Goodwill was understated by $2,800 as of June 30, 2022, and Depreciation and amortization expense was overstated by $506 and $638 for the Successor period three months ended June 30, 2022 and for the period from January 27, 2022 to June 30, 2022, respectively;
iv.Errors in the valuation of intangible assets from the CouponFollow acquisition due to the use of incorrect forecasts and assumptions that were not updated to reflect facts and circumstances as of the date of the acquisition, which understated intangible assets by $11,900, and overstated Goodwill by $11,900 as of the acquisition date. As a result of these errors, Intangible assets, net was understated by $11,506 and Goodwill was overstated by $11,900 as of June 30, 2022 and Depreciation and amortization expense was understated by $305 and $394 for the successor period three months ended June 30, 2022 and for the period from January 27, 2022 to June 30, 2022, respectively.
b.Not used
c.Stock retirement error – The Company identified an error in the accounting for the repurchase and retirement of common stock that was incorrectly recorded to Additional paid-in capital upon the Merger rather than directly to Accumulated deficit. This error resulted in an understatement of Additional paid-in capital and Accumulated deficit by $31,167 as of January 27, 2022 and June 30, 2022.
d.Forward purchase liability error – The Company identified an error in the opening balance sheet as of January 27, 2022 related to the accounting and valuation of a modification to a forward purchase contract classified as a liability with Cannae (as defined in Note 3). As further described in Note 3, on June 28, 2021, and as amended on January 10, 2022, the Trebia Sponsors agreed to
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Dollars in thousands, except for per unit amounts)
forfeit up to 2,600 shares of Trebia Class B common stock in exchange for Cannae providing backstop funding for the Merger. This should have resulted in Trebia recording a forward purchase agreement liability on June 28, 2021, with mark-to-market adjustments to fair value at each future reporting date. The Company estimated the value of this liability immediately preceding the Merger based on the final redemptions and Cannae’s anticipated backstop funding and the impact of reversing the gain recorded upon termination of the original forward agreement with Cannae. This error resulted in an understatement of Accumulated deficit and Additional paid-in capital by $25,336 as of June 30, 2022.
e.Tax related opening balance sheet errors - The Company identified tax related errors in the acquired assets and liabilities relating to the Merger and its other business acquisitions due to the valuation errors noted in (a) above and a failure to identify and record acquired tax assets and liabilities as follows:
i.The Company identified tax related errors in the acquired assets and liabilities relating to S1 Holdco which, after consideration of measurement period adjustments originally recorded in the period, resulted in an understatement of prepaid expenses and other current assets of $2,537, an understatement of Other non-current assets of $27, an understatement of Accrued expenses and other current liabilities of $362, an overstatement of the Deferred tax liability of $5,844, and an overstatement of Goodwill of $8,047 as of the Merger date and June 30, 2022;
ii.The Company identified tax related errors in the acquired assets and liabilities relating to Protected during the Merger which resulted in an understatement of Prepaid expenses and other current assets of $2,063, an understatement of Accrued expenses and other current liabilities of $1,744, an overstatement of the Deferred tax liability of $110, and an overstatement of Goodwill of $429 as of the Merger date and June 30, 2022;
iii.The Company identified tax related errors in the acquired assets and liabilities relating to the CouponFollow acquisition which resulted in an overstatement of Accrued expenses and other current liabilities by $693, an understatement of Deferred tax liability by $2,802, and an understatement of Goodwill by $2,109 as of the acquisition date and June 30, 2022.
II.Equity related errors:
f.CouponFollow Incentive Plan error - The Company failed to record a post-combination bonus expense for the three months ended June 30, 2022 related to CouponFollow’s Incentive Plan. The impact of this error was an understatement of Salaries, commissions and benefits expense of $1,001 for the Successor period three months ended June 30, 2022 and the Successor period from January 27, 2022 to June 30, 2022 and an understatement of Accrued expenses and other current liabilities by $1,001 as of June 30, 2022.
g.Stock based compensation - The Company identified errors in its accounting for stock-based compensation arrangements as follows:
i.Errors in accounting for Class F Unit ("F units") awards relating to the modification of the awards and the attribution of compensation cost between purchase consideration and post-combination expense due to the incorrect use of graded vesting for expense recognition subsequent to the Merger rather than recognizing expense on a straight-line basis; the determination of the fair value of awards upon the Merger; a spreadsheet formula error; and the accounting for forfeitures of awards subsequent to the Merger. In the Predecessor period there was an overstatement of Additional paid-in capital and an overstatement of Stock-based compensation expense of $3,993. As a result of these errors, Goodwill was overstated by $4,115, Accrued expenses and other current liabilities was overstated by $159, Other liabilities was overstated by $147, Additional paid-in capital was understated by $6,774, and Accumulated other comprehensive income was
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Dollars in thousands, except for per unit amounts)
overstated by $1 as of June 30, 2022. In addition, these errors resulted in an understatement of stock-based compensation included in Salaries, commissions and benefits of $497 and $10,582 for the Successor period three months ended June 30, 2022 and for the period from January 27, 2022 through June 30, 2022, respectively;
ii.Errors in accounting for Value Creation Unit ("VCU") awards relating to the modification of the awards and the attribution of compensation cost between purchase consideration and post-combination expense due to the incorrect use of graded vesting for expense recognition subsequent to the Merger rather than recognizing expense on a straight-line basis; the determination of the fair value of awards upon the Merger; and the accounting for forfeitures of awards subsequent to the Merger. As a result of these errors, Goodwill was overstated by $7,133, Accrued expenses and other current liabilities was overstated by $512, Other liabilities was overstated by $1,390, and Additional paid-in capital was overstated by $4,036 as of June 30, 2022. In addition, these errors resulted in an understatement of stock-based compensation included in Salaries, commissions and benefits of $1,017 and $1,195 for the Successor period three months ended June 30, 2022 and for the period from January 27, 2022 through June 30, 2022, respectively;
iii.Errors in the accounting for restricted stock awards issued to the SPAC sponsors, which should have been treated as an equity exchange on the Merger date rather than as compensation expense in the Successor period from January 27, 2022 to June 30, 2022 As a result, Salaries, commissions, and benefits was overstated by $0 and $12,746 in the Successor period three months ended June 30, 2022 and the period from January 27, 2022 to June 30, 2022 and Additional paid-in capital was overstated by $12,746 as of June 30, 2022;
iv.Error in the accounting and valuation for Sponsor Promote Shares which should have been recorded in the Successor period from January 27, 2022 to June 30, 2022 rather than the Trebia financial statements as of January 26, 2022. As a result, Additional paid-in capital and Accumulated deficit were overstated by $8,079 in opening shareholders' equity as of January 27, 2022. This error resulted in an understatement of Additional paid-in capital of $288 as of June 30, 2022. Additionally, this error resulted in an understatement of stock-based compensation expense included in Salaries, commissions and benefits of $0 and $7,706 and an understatement of Selling, general and administrative expense of $0 and $661 for the Successor period three months ended June 30, 2022 and the period from January 27, 2022 to June 30, 2022, respectively.
h.Stock based compensation errors, other - The Company identified other errors relating to the improper accounting for equity awards, which overstated Goodwill by $518 and overstated Additional paid-in capital by $518 as of the Merger date. These errors resulted in an understatement of stock-based compensation expense included in Salaries, commissions and benefits of $1,473 for the Successor period three months ended June 30, 2022 and the period from January 27, 2022 to June 30, 2022, respectively. As a result of these errors, Goodwill was overstated by $518 and Additional paid-in capital was understated by $955 as of June 30, 2022.
III.Other errors:
i.Non-controlling interest errors - The Company identified errors related to its calculation of net loss attributable to non-controlling interests due to the inclusion of entities that did not have non-controlling interests. In addition, the Company has corrected Net loss attributable to non-controlling interest for other errors described herein. The impact of the errors was an understatement of Accumulated other comprehensive income by $368 an overstatement of Accumulated deficit by $2,420, and an overstatement of Non-controlling interest by $2,788 as of June 30, 2022. Net loss attributable to non-controlling interest was understated by $3,240 and $2,481 for the Successor period three months ended June 30, 2022 and for the period from January 27, 2022 to June 30, 2022, respectively. As a result of these adjustments, Comprehensive loss
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Dollars in thousands, except for per unit amounts)
attributable to non-controlling interest was understated by $3,234 and $2,469 for the Successor three months ended June 30, 2022 and the period from January 27, 2022 through June 30, 2022.
j.Internal-use software development costs – The Company identified errors in the capitalization of internal-use software costs subsequent to the Merger which resulted in an understatement of Internal-use software development costs, net by $1,316 as of June 30, 2022 and an overstatement of Salaries, commissions, and benefits expense by $36 and $519, and an overstatement of Depreciation and amortization expense by $170 and $797 for the Successor period three months ended June 30, 2022 and the period from January 27, 2022 through June 30, 2022, respectively.
k.Accrual related errors - The Company identified various errors in accruals at period ends which impacted the Predecessor and Successor Periods. These errors had the impact of overstating Cost of revenues by $261 and understating Selling, general and administrative expense by $744 in the Predecessor period from January 1, 2022 to January 26, 2022 and understating Accrued expenses and other current liabilities by $319 and overstating Prepaid expenses and other current assets by $164 as of the Merger date. These errors also had the impact of understating Cost of revenues by $0 and $261 and Selling, general and administrative expense by $537 and $92 in the Successor period three months ended June 30, 2022 and for the period from January 27, 2022 to June 30, 2022, respectively, and understating Accrued expenses and other current liabilities and Goodwill by $836 and $483, respectively, as of June 30, 2022.
l.RoadWarrior contingent consideration errors - Errors in the valuation of contingent consideration for the RoadWarrior acquisition resulting from a misinterpretation of the arrangement. The Company erroneously recorded a liability in the opening balance sheet for contingent consideration; however, the arrangement does not include contingent consideration provisions. The impact of the error was an overstatement of Goodwill, Accrued expenses and other current liabilities, and Other liabilities by $540, $337, and $209, respectively, as of June 30, 2022. Additionally, Selling, general and administrative was overstated by $0 and $6 for the Successor period three months ended June 30, 2022 and the period from January 27, 2022 to June 30, 2022, respectively.
m.Impact of errors on tax accounts:
i.The income tax provision was recomputed based on the restated pre-tax income (loss) for the period, resulting in an understatement of Income tax benefit for the Successor period three months ended June 30, 2022 and the period from January 27, 2022 to June 30, 2022 by $3,454 and $1,851, respectively, and an overstatement of the related Deferred tax liability of $1,851 as of June 30, 2022;
ii.As a result of the valuation errors identified in the opening balance sheet, the Company corrected the tax impacts of the Company’s contribution of the net assets of CouponFollow to System1 Opco, LLC immediately following the acquisition, resulting in an overstatement of the Deferred tax liability and an understatement of Additional paid-in capital of $3,573, as of June 30, 2022;
iii.The Company identified errors in the reconciliation of its tax accounts as of June 30, 2022 which resulted in an overstatement of Prepaid expenses and other current assets by $1,973, an overstatement of Accrued expenses and other current liabilities of $2,032, an understatement of Deferred tax liability by $534 and an overstatement of Accumulated other comprehensive income of $475 as of June 30, 2022. The accumulated other comprehensive income adjustment was the result of the Company correcting for a foreign currency error incorrectly applied to deferred tax balances.
n.Other classification errors - The Company identified classification errors between current and non-current Restricted cash and Accounts receivable, which overstated Restricted cash, current by $1,185, understated Restricted cash, non-current and Accounts receivable by $920 and $265, respectively, as of June 30, 2022.
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Dollars in thousands, except for per unit amounts)
o.Other adjustments - In addition to the impacts of the adjustments described herein, the Company identified various adjustments primarily related to rounding.
p.Impact of errors on foreign currency translation - As a result of the correction of the identified errors and preparation of the financial statements, the effects of foreign currency translation adjustments and their effects on other comprehensive income have also been reflected within the restated amounts.
q.Cash flow errors - In addition to the impacts of adjustments to correct the statements of cash flows from the adjustments described above, the Company also determined that various line items within the operating activities section required the correction of errors and total cash flows within operating, investing, and financing activities were misstated due to errors resulting from incorrect support utilized by the Company in preparing the statements of cash flows. The aggregate impact of these errors to the consolidated statements of cash flows for the Successor period from January 27, 2022 to June 30, 2022 was an understatement of Share-based compensation of $38, an overstatement of decrease in Change in fair value of contingent consideration and CEO equity profit interest of $45, and overstatement of increase in Accounts receivable of $19, an understatement of increase in Prepaids and other assets of $863, an understatement of decrease in Accrued expenses and other liabilities of $7,274, an understatement of increase in Protected.net incentive plan liability of $5,694, an understatement of increase in Other long-term liabilities of $72, an understatement of Purchases of property and equipment of $25, an understatement of Capitalized software development costs of $77, an overstatement of Acquisitions of businesses, net of cash acquired of $1,886. The Company also identified other immaterial errors for the Successor period from January 27, 2022 to June 30, 2022 which have been corrected herein.
r.Cash flow lease payments error - Cash lease payments of $784 for the Successor period from January 27, 2022 through June 30, 2022 were previously classified as noncash "Amortization of right-of-use-assets" rather than as lease liability outflows in changes in operating assets and liabilities in the statement of cash flows.
s.Earnings per share error - The Company identified an error in its computation of weighted average number of shares which impacted the earnings per share disclosure for the Successor three months ended June 30, 2022 and the period from January 27, 2022 to June 30, 2022. Additionally, the Company did not appropriately include the impact of “in-the-money” warrants on the presentation of diluted earnings per share for the three months ended June 30, 2022. This error resulted in an increase in the diluted net loss per share by $(0.04) which was offset by the change in net income attributable to System1 impacts above.
t.Not used
The accompanying notes to the condensed consolidated financial statements have also been corrected to reflect the impacts of the adjustments described above. In addition, the Company has corrected the following disclosures errors:
•Authorized share disclosure - The Company corrected disclosure of the number of authorized Class A common stock on the condensed consolidated balance sheet.
•Merger disclosures - The Company corrected the disclosure in Note 3 related to the presentation of assets acquired and liabilities assumed from the Merger and the unaudited pro forma information due to errors resulting from incorrect support utilized in preparing the disclosures and incorrect application of adjustments to the pro forma information.
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Dollars in thousands, except for per unit amounts)
•CouponFollow acquisition disclosures – The Company corrected the disclosure in Note 4 for transaction costs incurred for the CouponFollow acquisition that did not include total amounts incurred in 2021 and the amount of deferred contingent consideration;
•Reportable segment goodwill disclosure - The Company corrected the disclosure in Note 6 related to errors in the allocation of goodwill from the Merger and other business acquisitions to its reportable segments;
•Segment disclosures – The Company also corrected the disclosure in Note 16 related to errors in the allocation of revenues and adjusted gross profit to the Owned and Operated and the Partner Network segments. For the Predecessor period from January 1, 2022 to January 26, 2022, Owned and Operated segment revenue was overstated and Partner Network segment revenue was understated by $542 and Owned and Operated adjusted gross profit was overstated by $542 and Partner Network adjusted gross profit was understated by $91. For the Successor period three months ended June 30, 2022, Owned and Operated segment revenue was overstated and Partner Network segment revenue was understated by $5,754 and Owned and Operated adjusted gross profit was overstated by $5,754 and Partner Network adjusted gross profit was understated by $585. For the Successor period from January 27, 2022 to June 30, 2022, Owned and Operated segment revenue was overstated and Partner Network segment revenue was understated by $9,128 and Owned and Operated adjusted gross profit was overstated by $9,128 and Partner Network adjusted gross profit was understated by $1,022;
•CouponFollow Incentive Plan disclosure - The Company corrected the disclosure in Note 18 to include the disclosure of terms of the CouponFollow Incentive Plan that were previously omitted;
The following table summarizes the effect of the adjustments to correct errors on each affected financial statement line item impacting the condensed consolidated balance sheet as of June 30, 2022. The footnotes correspond to the error descriptions above:
| | | | | | | | | | | | | | | | | |
| Successor |
| June 30, 2022 |
| As Previously Reported | | Adjustments | | As Restated |
| ASSETS | | | | | |
| | | | | |
| Current assets: | | | | | |
| Cash and cash equivalents | $ | 37,442 | | | $ | — | | | $ | 37,442 | |
| Restricted cash, current | 5,757 | | | (1,185) | | (n) | 4,572 | |
| Accounts receivable | 93,397 | | | 265 | | (n) | 93,662 | |
| Prepaid expenses and other current assets | 9,671 | | | 4,600 | | (e) | |
| | | (1,973) | | (m) | 12,298 | |
| Total current assets | 146,267 | | | 1,707 | | | 147,974 | |
| Restricted cash, non-current | 1,532 | | | 920 | | (n) | 2,452 | |
| Property and equipment, net | 4,330 | | | — | | | 4,330 | |
| Internal-use software development costs, net | 11,647 | | | (9,352) | | (a) | |
| | | 1,316 | | (j) | |
| | | (1) | | (o) | 3,610 | |
| Intangible assets, net | 537,913 | | | 18,428 | | (a) | 556,341 | |
| Goodwill | 907,248 | | | (7,188) | | (a) | |
| | | (6,367) | | (e) | |
| | | (11,248) | | (g) | |
| | | (518) | | (h) | |
| | | 483 | | (k) | |
| | | (540) | | (l) | |
| | | 1 | | (o) | |
| | | (501) | | (p) | 881,370 | |
| Operating lease right-of-use assets | 7,533 | | | — | | | 7,533 | |
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Dollars in thousands, except for per unit amounts)
| | | | | | | | | | | | | | | | | |
Other non-current assets | 779 | | | 27 | | (e) | |
| | | (2) | | (o) | 804 | |
| Total assets | $ | 1,617,249 | | | $ | (12,835) | | | $ | 1,604,414 | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY/MEMBERS’ DEFICIT | | | | | |
| Current liabilities: | | | | | |
| Accounts payable | 17,286 | | | — | | | 17,286 | |
| Accrued expenses and other current liabilities | 97,752 | | | 1,413 | | (e) | |
| | | 1,001 | | (f) | |
| | | (671) | | (g) | |
| | | 836 | | (k) | |
| | | (337) | | (l) | |
| | | (2,032) | | (m) | |
| | | (3) | | (o) | 97,959 | |
| Deferred revenue | 68,368 | | | — | | | 68,368 | |
| Operating lease liabilities, current | 2,065 | | | — | | | 2,065 | |
| Notes payable, current | 14,888 | | | — | | | 14,888 | |
| Total current liabilities | 200,359 | | | 207 | | | 200,566 | |
| Operating lease liabilities, non-current | 7,073 | | | | | 7,073 | |
| Notes payable, non-current | 406,026 | | | — | | | 406,026 | |
| Warrant liability | 13,669 | | | — | | | 13,669 | |
| Deferred tax liability | 137,354 | | | (3,152) | | (e) | |
| | | (4,890) | | (m) | |
| | | (2) | | (o) | 129,310 | |
| Protected incentive plan liability | 18,163 | | | — | | | 18,163 | |
| Other liabilities | 7,482 | | | (1,537) | | (g) | |
| | | (209) | | (l) | |
| | | (1) | | (o) | 5,735 | |
| Total liabilities | 790,126 | | | (9,584) | | | 780,542 | |
| Commitments and contingencies | | | | | |
| STOCKHOLDERS’ EQUITY / MEMBERS’ DEFICIT | | | | | |
Class A common stock - $0.0001 par value; 500,000 shares authorized, 90,587 Class A shares issued and outstanding as of June 30, 2022 | 9 | | | — | | | 9 | |
Class C common stock - $0.0001 par value; 25,000 shares authorized, 22,077 Class C shares issued and outstanding as of June 30, 2022 | 2 | | | — | | | 2 | |
| Additional paid-in capital | 761,002 | | | 31,167 | | (c) | |
| | | 25,336 | | (d) | |
| | | (9,720) | | (g) | |
| | | 955 | | (h) | |
| | | 3,573 | | (m) | |
| | | (4) | | (p) | 812,309 | |
| Accumulated deficit | (118,373) | | | 1,888 | | (a) | |
| | | (31,167) | | (c) | |
| | | (25,336) | | (d) | |
| | | (1,001) | | (f) | |
| | | 681 | | (g) | |
| | | (1,473) | | (h) | |
| | | 2,420 | | (i) | |
| | | 1,316 | | (j) | |
| | | (353) | | (k) | |
| | | 6 | | (l) | |
| | | 1,851 | | (m) | |
| | | (17) | | (o) | |
| | | (45) | | (p) | (169,603) | |
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Dollars in thousands, except for per unit amounts)
| | | | | | | | | | | | | | | | | |
| Accumulated other comprehensive income (loss) | 179 | | | (1) | | (e) | |
| | | (1) | | (g) | |
| | | 368 | | (i) | |
| | | (475) | | (m) | |
| | | (39) | | (o) | |
| | | (452) | | (p) | (421) | |
| Total stockholders’ equity/members’ deficit attributable to System1, Inc. | 642,819 | | | $ | (523) | | | 642,296 | |
| Non-controlling interest | 184,304 | | | (2,788) | | (i) | |
| | | 60 | | (o) | 181,576 | |
| Total stockholders’ equity/members’ deficit | 827,123 | | | (3,251) | | | 823,872 | |
| Total liabilities and stockholders’ equity/members’ deficit | $ | 1,617,249 | | | $ | (12,835) | | | $ | 1,604,414 | |
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Dollars in thousands, except for per unit amounts)
The following tables summarize the effect of the adjustments to correct errors on each affected financial statement line item for the periods indicated, impacting the condensed consolidated statements of operations. The footnotes correspond to the error descriptions above:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Successor | | | Predecessor |
| Three Months Ended June 30, 2022 | | | Period from January 27, 2022 through June 30, 2022 | | Period from January 1, 2022 through January 26, 2022 |
| As Previously Reported | | Adjustments | | As Restated | | | As Previously Reported | | Adjustments | | As Restated | | | As Previously Reported | | Adjustments | | As Restated |
| Revenue | $ | 219,797 | | | $ | — | | | $ | 219,797 | | | | $ | 385,905 | | | $ | — | | | 385,905 | | | | $ | 52,712 | | | | | $ | 52,712 | |
| Operating costs and expenses: | | | | | | | | | | | | | | | | | | | |
| Cost of revenues (excluding depreciation and amortization) | 152,558 | | | — | | | 152,558 | | | | 272,689 | | | 261 | | (k) | | | | 41,760 | | | (261) | | (k) | |
| | | | | | | | | | (8) | | (o) | 272,942 | | | | | | 8 | (o) | 41,507 | |
| Salaries, commissions, and benefits | 45,555 | | | 1,001 | | (f) | | | | 89,014 | | | 1,001 | | (f) | | | | 35,175 | | | (3,993) | | (g) | |
| | | 1,514 | | (g) | | | | | | 6,737 | | (g) | | | | | | (1) | | (o) | 31,181 | |
| | | 1,473 | | (h) | | | | | | 1,473 | | (h) | | | | | | | | |
| | | (36) | | (j) | | | | | | (519) | | (j) | | | | | | | | |
| | | 4 | | (o) | 49,511 | | | | | | 3 | | (o) | 97,709 | | | | | | | | |
| Selling, general, and administrative | 16,167 | | | 537 | | (k) | | | | 31,148 | | | 661 | | (g) | | | | 14,817 | | | 744 | | (k) | |
| | | 43 | | (p) | 16,747 | | | | | | 92 | | (k) | | | | | | 104 | | (o) | 15,665 | |
| | | | | | | | | | (6) | | (l) | | | | | | | | |
| | | | | | | | | | (103) | | (o) | | | | | | | | |
| | | | | | | | | | 43 | | (p) | 31,835 | | | | | | | | |
| Depreciation and amortization | 33,397 | | | (1,133) | | (a) | | | | 56,708 | | | (1,889) | | (a) | | | | 1,000 | | | — | | | 1,000 | |
| | | (170) | | (j) | 32,094 | | | | | | (797) | | (j) | 54,022 | | | | | | | | |
| Total operating costs and expenses | 247,677 | | | 3,233 | | | 250,910 | | | | 449,559 | | | 6,949 | | | 456,508 | | | | 92,752 | | | (3,399) | | | 89,353 | |
| Operating income (loss) | (27,880) | | | (3,233) | | | (31,113) | | | | (63,654) | | | (6,949) | | | (70,603) | | | | (40,040) | | | 3,399 | | | (36,641) | |
| Other expense (income): | | | | | | | | | | | | | | | | | | | |
| Interest expense | 7,324 | | | — | | | 7,324 | | | | 12,100 | | | — | | | 12,100 | | | | 1,049 | | | — | | | 1,049 | |
| Change in fair value of warrant liabilities | (4,139) | | | — | | | (4,139) | | | | 9,622 | | | — | | | 9,622 | | | | — | | | — | | | — | |
| Total other expense | 3,185 | | | — | | | 3,185 | | | | 21,722 | | | — | | | 21,722 | | | | 1,049 | | | — | | | 1,049 | |
| Income (loss) before income tax | (31,065) | | | (3,233) | | | (34,298) | | | | (85,376) | | | (6,949) | | | (92,325) | | | | (41,089) | | | 3,399 | | | (37,690) | |
| Income tax (benefit) provision | 3,000 | | | (3,454) | | (m) | (454) | | | | (13,252) | | | (1,851) | | (m) | (15,103) | | | | (629) | | | — | | | (629) | |
| Net income (loss) | $ | (34,065) | | | $ | 221 | | | $ | (33,844) | | | | $ | (72,124) | | | $ | (5,098) | | | $ | (77,222) | | | | $ | (40,460) | | | $ | 3,399 | | | $ | (37,061) | |
| Net loss attributable to non-controlling interest | (4,867) | | | (3,240) | | (i) | (8,107) | | | | (12,935) | | | (2,481) | | (i) | (15,416) | | | | — | | | — | | | — | |
| Net income (loss) attributable to System1, Inc. | $ | (29,198) | | | $ | 3,461 | | | $ | (25,737) | | | | $ | (59,189) | | | $ | (2,617) | | | $ | (61,806) | | | | $ | (40,460) | | | $ | 3,399 | | | $ | (37,061) | |
| | | | | | | | | | | | | | | | | | | |
| Basic net loss per share | $ | (0.33) | | | $ | 0.04 | | | $ | (0.29) | | | | $ | (0.68) | | | $ | (0.03) | | | $ | (0.71) | | | | n/a | | | | n/a |
| Diluted net loss per share | $ | (0.33) | | | | | $ | (0.33) | | (s) | | n/a | | | | n/a | | | n/a | | | | n/a |
| Weighted average units outstanding - basic | 89,701 | | | | | 89,701 | | | | 87,351 | | | (511) | | (s) | 86,840 | | | | n/a | | | | n/a |
| Weighted average units outstanding - diluted | 89,701 | | | 1,481 | | (s) | 91,182 | | | | n/a | | | | n/a | | | n/a | | | | n/a |
| Basic and diluted net income (loss) per unit | n/a | | | | n/a | | | n/a | | | | n/a | | | $ | (1.97) | | | $ | 0.16 | | | $ | (1.81) | |
| Weighted average units outstanding - basic and diluted | n/a | | | | n/a | | | n/a | | | | n/a | | | 20,488 | | | | | 20,488 | |
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Dollars in thousands, except for per unit amounts)
The following tables summarize the effect of the adjustments to correct errors on each affected financial statement line item for the periods indicated, impacting the condensed consolidated statements of comprehensive income (loss). The footnotes correspond to the error descriptions above:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Successor | | Successor | | | Predecessor |
| Three Months Ended June 30, 2022 | | Period from January 27, 2022 through June 30, 2022 | | | Period from January 1, 2022 through January 26, 2022 |
| As Previously Reported | | Adjustments | | As Restated | | As Previously Reported | | Adjustments | | As Restated | | | As Previously Reported | | Adjustments | | As Restated |
| Net income (loss) | $ | (34,065) | | | $ | 221 | | (a)(f)(g)(h)(j)(k)(m)(o)(p) | $ | (33,844) | | | $ | (72,124) | | | $ | (5,098) | | (a)(f)(g)(h)(j)(k)(m)(o)(p) | $ | (77,222) | | | | $ | (40,460) | | | $ | 3,399 | | (g)(k) (o) | $ | (37,061) | |
| Other comprehensive income (loss) | | | | | | | | | | | | | | | | | | |
| Foreign currency translation income (loss) | 262 | | | (786) | | (m)(p) | (524) | | | 228 | | | (649) | | (m)(p) | (421) | | | | 87 | | | — | | | 87 | |
| Comprehensive income (loss) | $ | (33,803) | | | $ | (565) | | | $ | (34,368) | | | $ | (71,896) | | | $ | (5,747) | | | $ | (77,643) | | | | $ | (40,373) | | | $ | 3,399 | | | $ | (36,974) | |
| Comprehensive loss attributable to non-controlling interest | (4,812) | | | (3,234) | | (i) | (8,046) | | | (12,886) | | | (2,469) | | (i) | (15,355) | | | | | | | | — | |
| Comprehensive income (loss) attributable to System1, Inc. | $ | (28,991) | | | $ | 2,669 | | | $ | (26,322) | | | $ | (59,010) | | | $ | (3,278) | | | $ | (62,288) | | | | $ | (40,373) | | | $ | 3,399 | | | $ | (36,974) | |
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Dollars in thousands, except for per unit amounts)
The following tables summarize the effect of the adjustments to correct errors on each affected financial statement line item for the periods ended as indicated, impacting the condensed consolidated statements of changes in stockholders' equity. The footnotes correspond to the error descriptions above:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Class A Common Stock | | Class C Common Stock | | Class D
Common Stock | | | | | | | | | | |
| Shares | Amount | | Shares | Amount | | Shares | Amount | | Additional Paid-In-Capital | | Accumulated Deficit | | Accumulated Other Comprehensive Income | | Non-Controlling Interest | | Total Stockholders’
Equity | |
| As Previously Reported | | | | | | | | | | | | | | | | | | | |
| Successor: | | | | | | | | | | | | | | | | | | | |
| For the period from January 27, 2022 to June 30, 2022 | | | | | | | | | | | | | | | | | | | |
| BALANCE—January 26, 2022 | 52,680 | | $ | 5 | | | — | | $ | — | | | — | | $ | — | | | $ | 525,579 | | | $ | (59,184) | | | $ | — | | | $ | — | | | $ | 466,400 | | |
| Effect of Merger transaction | 29,017 | | 3 | | | 22,077 | | 2 | | | 2,900 | | — | | | 157,046 | | | — | | | — | | | 198,691 | | | 355,742 | | |
| BALANCE—January 27, 2022 | 81,697 | | 8 | | | 22,077 | | 2 | | | 2,900 | | — | | | 682,625 | | | (59,184) | | | — | | | 198,691 | | | 822,142 | | |
| Net loss | — | | — | | | — | | — | | | — | | — | | | — | | | (29,991) | | | — | | | (8,068) | | | (38,059) | | |
| Issuance of common stock in connection with the acquisition of business | 2,000 | | — | | | — | | — | | | — | | — | | | 25,500 | | | — | | | — | | | — | | | 25,500 | | |
| Issuance of market-based restricted stock units upon vesting | — | | — | | | — | | — | | | — | | — | | | — | | | — | | | — | | | — | | | — | | |
| Conversion of Class D shares to Class A shares | 2,900 | | 1 | | | — | | — | | | (2,900) | | — | | | — | | | — | | | — | | | — | | | 1 | | |
| Net deferred tax liability resulting from changes in outside basis difference on investment in S1 Holdco, LLC | — | | — | | | — | | — | | | — | | — | | | (6,752) | | | — | | | — | | | — | | | (6,752) | | |
| Other comprehensive income | — | | — | | | — | | — | | | — | | — | | | — | | | — | | | (28) | | | (6) | | | (34) | | |
| Share-based compensation | — | | — | | | — | | — | | | — | | — | | | 27,167 | | | — | | | — | | | — | | | 27,167 | | |
| Distribution to members | — | | — | | | — | | — | | | — | | — | | | — | | | — | | | — | | | (247) | | | (247) | | |
| BALANCE—March 31, 2022 | 86,597 | | $ | 9 | | | 22,077 | | $ | 2 | | | — | | $ | — | | | $ | 728,540 | | | $ | (89,175) | | | $ | (28) | | | $ | 190,370 | | | $ | 829,718 | | |
| Net loss | — | | — | | | — | | — | | | — | | — | | | — | | | (29,198) | | | — | | | (4,867) | | | (34,065) | | |
| Exercise of warrants | 3,969 | | — | | | — | | — | | | — | | — | | | 27,989 | | | — | | | — | | | — | | | 27,989 | | |
| Issuance of restricted stock, net of forfeitures and shares withheld for taxes | 21 | | — | | | — | | — | | | — | | — | | | — | | | — | | | — | | | — | | | — | | |
| Net deferred tax liability resulting from changes in outside basis difference on investment in S1 Holdco, LLC | — | | — | | | — | | — | | | — | | — | | | 585 | | | — | | | — | | | — | | | 585 | | |
| Other comprehensive income | — | | — | | | — | | — | | | — | | — | | | — | | | — | | | 207 | | | 55 | | | 262 | | |
| Share-based compensation | — | | — | | | — | | — | | | — | | — | | | 3,888 | | | — | | | — | | | — | | | 3,888 | | |
| Distribution to members | — | | — | | | — | | — | | | — | | — | | | — | | | — | | | — | | | (1,254) | | | (1,254) | | |
| BALANCE—June 30, 2022 | 90,587 | | $ | 9 | | | 22,077 | | $ | 2 | | | — | | $ | — | | | $ | 761,002 | | | $ | (118,373) | | | $ | 179 | | | $ | 184,304 | | | $ | 827,123 | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Dollars in thousands, except for per unit amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| Class A Common Stock | | Class C Common Stock | | Class D Common Stock | | | | | | | | | | |
| Shares | Amount | | Shares | Amount | | Shares | Amount | | Additional Paid-In-Capital | | Accumulated Deficit | | Accumulated Other Comprehensive Income | | Non-Controlling Interest | | Total Stockholders’
Equity | |
| Adjustments | | | | | | | | | | | | | | | | | | | |
| Successor: | | | | | | | | | | | | | | | | | | | |
| For the period from January 27, 2022 to June 30, 2022 | | | | | | | | | | | | | | | | | | | |
| BALANCE—January 26, 2022 | (930) | | $ | — | | | — | | $ | — | | | — | | $ | — | | | $ | 48,424 | | | $ | (48,613) | | | $ | — | | | $ | — | | | $ | (189) | | (c) (d) |
| Effect of Merger transaction | — | | — | | | — | | — | | | (1,450) | | — | | | (8,687) | | | — | | | — | | | — | | | (8,687) | | (d) (g) |
| BALANCE—January 27, 2022 | (930) | | $ | — | | | — | | $ | — | | | (1,450) | | $ | — | | | $ | 39,737 | | | $ | (48,613) | | | $ | — | | | $ | — | | | (8,876) | | |
| Net loss | — | | — | | | — | | — | | | — | | — | | | — | | | (6,078) | | | — | | | 759 | | | (5,319) | | (a)(g)(i)(j)(k)(l)(m)(o) |
| Issuance of common stock in connection with Merger, net of offering costs, underwriting discounts and commissions | 930 | | — | | | — | | — | | | — | | — | | | 661 | | | — | | | — | | | — | | | 661 | | (g) |
| Issuance of market-based restricted stock units upon vesting | — | | — | | | — | | — | | | 1,450 | | — | | | — | | | — | | | — | | | — | | | — | | (g) |
| Net deferred tax liability resulting from changes in outside basis difference on investment in S1 Holdco, LLC | — | | — | | | — | | — | | | — | | — | | | 4,156 | | | — | | | — | | | — | | | 4,156 | | (m) |
| Other comprehensive income | — | | — | | | — | | — | | | — | | — | | | — | | | — | | | 131 | | | (178) | | | (47) | | (p) |
| Share-based compensation | — | | — | | | — | | — | | | — | | — | | | 4,231 | | | — | | | — | | | — | | | 4,231 | | (g) (h) |
| BALANCE—March 31, 2022 | — | | $ | — | | | — | | $ | — | | | — | | $ | — | | | $ | 48,785 | | | $ | (54,691) | | | $ | 131 | | | $ | 581 | | | $ | (5,194) | | |
| Net loss | — | | — | | | — | | — | | | — | | — | | | — | | | 3,461 | | | — | | | (3,240) | | | 221 | | (g) (i) |
| Net deferred tax liability resulting from changes in outside basis difference on investment in S1 Holdco, LLC | — | | — | | | — | | — | | | — | | — | | | (585) | | | — | | | — | | | — | | | (585) | | (m) |
| Other comprehensive income | — | | — | | | — | | — | | | — | | — | | | — | | | — | | | (731) | | | (69) | | | (800) | | (p) |
| Share-based compensation | — | | — | | | — | | — | | | — | | — | | | 3,107 | | | — | | | — | | | — | | | 3,107 | | (g) (h) |
| BALANCE—June 30, 2022 | — | | $ | — | | | — | | $ | — | | | — | | $ | — | | | $ | 51,307 | | | $ | (51,230) | | | $ | (600) | | | $ | (2,728) | | | $ | (3,251) | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Dollars in thousands, except for per unit amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| Class A Common Stock | | Class C Common Stock | | Class D Common Stock | | | | | | | | | | |
| Shares | Amount | | Shares | Amount | | Shares | Amount | | Additional Paid-In-Capital | | Accumulated Deficit | | Accumulated Other Comprehensive Income | | Non-Controlling Interest | | Total Stockholders’
Equity | |
| As Restated | | | | | | | | | | | | | | | | | | | |
| Successor: | | | | | | | | | | | | | | | | | | | |
| For the period from January 27, 2022 to June 30, 2022 | | | | | | | | | | | | | | | | | | | |
| BALANCE—January 26, 2022 | 51,750 | | $ | 5 | | | — | | $ | — | | | — | | $ | — | | | $ | 574,003 | | | $ | (107,797) | | | $ | — | | | $ | — | | | $ | 466,211 | | |
| Effect of Merger transaction | 29,017 | | 3 | | | 22,077 | | 2 | | | 1,450 | | — | | | 148,359 | | | — | | | — | | | 198,691 | | | 347,055 | | |
| BALANCE—January 27, 2022 | 80,767 | | 8 | | | 22,077 | | 2 | | | 1,450 | | — | | | 722,362 | | | (107,797) | | | — | | | 198,691 | | | 813,266 | | |
| Net loss | — | | — | | | — | | — | | | — | | — | | | — | | | (36,069) | | | — | | | (7,309) | | | (43,378) | | |
| Issuance of common stock in connection with Merger, net of offering costs, underwriting discounts and commissions | 930 | | — | | | — | | — | | | — | | — | | | 661 | | | — | | | — | | | — | | | 661 | | |
| Issuance of common stock in connection with the acquisition of business | 2,000 | | — | | | — | | — | | | — | | — | | | 25,500 | | | — | | | — | | | — | | | 25,500 | | |
| Issuance of market-based restricted stock units upon vesting | — | | — | | | — | | — | | | 1,450 | | — | | | — | | | — | | | — | | | — | | | — | | |
| Conversion of Class D shares to Class A shares | 2,900 | | 1 | | | — | | — | | | (2,900) | | — | | | — | | | — | | | — | | | — | | | 1 | | |
| Net deferred tax liability resulting from changes in outside basis difference on investment in S1 Holdco, LLC | — | | — | | | — | | — | | | — | | — | | | (2,596) | | | — | | | — | | | — | | | (2,596) | | |
| Other comprehensive income | — | | — | | | — | | — | | | — | | — | | | — | | | — | | | 103 | | | (184) | | | (81) | | |
| Share-based compensation | — | | — | | | — | | — | | | — | | — | | | 31,398 | | | — | | | — | | | — | | | 31,398 | | |
| Distribution to members | — | | — | | | — | | — | | | — | | — | | | — | | | — | | | — | | | (247) | | | (247) | | |
| BALANCE—March 31, 2022 | 86,597 | | $ | 9 | | | 22,077 | | $ | 2 | | | — | | $ | — | | | $ | 777,325 | | | $ | (143,866) | | | $ | 103 | | | $ | 190,951 | | | $ | 824,524 | | |
| Net loss | — | | — | | | — | | — | | | — | | — | | | — | | | (25,737) | | | — | | | (8,107) | | | (33,844) | | |
| Exercise of warrants | 3,969 | | — | | | — | | — | | | — | | — | | | 27,989 | | | — | | | — | | | — | | | 27,989 | | |
| Issuance of restricted stock, net of forfeitures and shares withheld for taxes | 21 | | — | | | — | | — | | | — | | — | | | — | | | — | | | — | | | — | | | — | | |
| Net deferred tax liability resulting from changes in outside basis difference on investment in S1 Holdco, LLC | — | | — | | | — | | — | | | — | | — | | | — | | | — | | | — | | | — | | | — | | |
| Other comprehensive income | — | | — | | | — | | — | | | — | | — | | | — | | | — | | | (524) | | | (14) | | | (538) | | |
| Share-based compensation | — | | — | | | — | | — | | | — | | — | | | 6,995 | | | — | | | — | | | — | | | 6,995 | | |
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Dollars in thousands, except for per unit amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Distribution to members | — | | — | | | — | | — | | | — | | — | | | — | | | — | | | — | | | (1,254) | | | (1,254) | | |
| BALANCE—June 30, 2022 | 90,587 | | $ | 9 | | | 22,077 | | $ | 2 | | | — | | $ | — | | | $ | 812,309 | | | $ | (169,603) | | | $ | (421) | | | $ | 181,576 | | | $ | 823,872 | | |
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Dollars in thousands, except for per unit amounts)
The following tables summarize the effect of the adjustments to correct errors on each affected financial statement line item for the periods ended as indicated, impacting the condensed consolidated statement of changes in members' deficit. The footnotes correspond to the error descriptions above:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Members’ Deficit | | Accumulated Other Comprehensive Income (Loss) | | Total Members’ Deficit |
| Predecessor: | | | | | | | | | | |
| For the period January 1, 2022 to January 26, 2022 | | As Previously Reported | | Adjustments | | As Restated | | | | As Restated |
| BALANCE—January 1, 2022 | | $ | (28,829) | | | $ | — | | | $ | (28,829) | | | $ | 428 | | | $ | (28,401) | |
| Net loss | | (40,460) | | | $ | 3,399 | | (g)(k)(o) | (37,061) | | | — | | | (37,061) | |
| Accumulated other comprehensive income | | — | | | — | | | — | | | 87 | | | 87 | |
| Share-based compensation expense | | 27,698 | | | (3,993) | | (g) | 23,705 | | | — | | | 23,705 | |
| BALANCE—January 26, 2022 | | $ | (41,591) | | | $ | (594) | | | $ | (42,185) | | | $ | 515 | | | $ | (41,670) | |
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Dollars in thousands, except for per unit amounts)
The following tables summarize the effect of the adjustments to correct errors on each affected financial statement line item for the periods ended as indicated, impacting the condensed consolidated statements of cash flows. The footnotes correspond to the error descriptions above:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Successor | | | Predecessor |
| Period from January 27, 2022 through June 30, 2022 | | | Period from January 1, 2022 through January 26, 2022 |
| As Previously Reported | | Adjustments | | As Restated | | | As Previously Reported | | Adjustments | | As Restated |
| Cash flows from Operating Activities: | | | | | | | | | | | | |
| Net income (loss) | $ | (72,124) | | | $ | (5,098) | | (a)(f)(g)(h)(j)(k)(l)(m)(o)(p) | $ | (77,222) | | | | $ | (40,460) | | | $ | 3,399 | | (g)(k)(o) | $ | (37,061) | |
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | | | | | | | | | | | | |
| Depreciation and amortization | 56,708 | | | (2,686) | | (a)(j) | 54,022 | | | | 1,000 | | | — | | | 1,000 | |
| Share-based compensation | 49,219 | | | 8,251 | | (g)(h)(o)(q) | 57,470 | | | | 27,698 | | | (3,993) | | (g) | 23,705 | |
| Amortization of debt issuance costs | 2,226 | | | — | | | 2,226 | | | | — | | | — | | | — | |
| Noncash lease expense | (90) | | | 784 | | (r) | 694 | | | | 115 | | | — | | | 115 | |
| Change in fair value of contingent consideration and CEO equity profit interest | (72) | | | 45 | | (q) | (27) | | | | (9) | | | — | | | (9) | |
| Change in fair value of warrants | 9,622 | | | — | | | 9,622 | | | | — | | | — | | | — | |
| Deferred tax benefits | (20,893) | | | (1,853) | | (m)(q) | (22,746) | | | | (816) | | | — | | | (816) | |
| Other | — | | | 661 | | (g) | 661 | | | | — | | | — | | | — | |
| Changes in operating assets and liabilities | | | | | | | | | | | | |
| Accounts receivable | (7,890) | | | (246) | | (n)(q) | (8,136) | | | | 11,118 | | | — | | | 11,118 | |
| Prepaids and other assets | (978) | | | (1,024) | | (k)(o)(q) | (2,002) | | | | 905 | | | 164 | | (k) | 1,069 | |
| Accounts payable | 6,535 | | | — | | | 6,535 | | | | (67,600) | | | — | | | (67,600) | |
| Accrued expenses and other liabilities | (5,466) | | | (5,759) | | (f)(k)(o)(q) | (11,225) | | | | 57,170 | | | 318 | | (k)(o) | 57,488 | |
| Protected.net incentive plan liability | — | | | 5,694 | | (q) | 5,694 | | | | — | | | — | | | — | |
| Deferred revenue | 7,211 | | | — | | | 7,211 | | | | 311 | | | — | | | 311 | |
| Other long-term liabilities | (30,217) | | | (863) | | (l)(o)(q)(r) | (31,080) | | | | 78 | | | (1) | | (o) | 77 | |
| Net cash used in operating activities | (6,209) | | | (2,094) | | | (8,303) | | | | (10,490) | | | (113) | | | (10,603) | |
| Cash flows from Investing Activities: | | | | | | | | | | | | |
| Purchases of property and equipment | (2,285) | | | (25) | | (q) | (2,310) | | | | — | | | — | | | — | |
| Capitalized software development costs | (2,901) | | | (596) | | (j)(q) | (3,497) | | | | (441) | | | — | | | (441) | |
| Acquisition of businesses, net of cash acquired | (445,893) | | | 1,819 | | (o)(p)(q) | (444,074) | | | | — | | | — | | | — | |
| Net cash used in investing activities | (451,079) | | | 1,198 | | | (449,881) | | | | (441) | | | — | | | (441) | |
| Cash flows from Financing Activities: | | | | | | | | | | | | |
| Proceeds from term loan and line of credit | 449,000 | | | — | | | 449,000 | | | | — | | | — | | | — | |
| Repayment of term loan | (177,488) | | | — | | | (177,488) | | | | — | | | — | | | — | |
| Payments for financing costs | (24,845) | | | — | | | (24,845) | | | | — | | | — | | | — | |
| Payments for earnouts | (1,715) | | | — | | | (1,715) | | | | — | | | — | | | — | |
| Redemptions of Class A common stock | (510,469) | | | — | | | (510,469) | | | | — | | | — | | | — | |
| Proceeds from warrant exercises | 5,029 | | | (2) | | (q) | 5,027 | | | | — | | | — | | | — | |
| Cash received from the Backstop | 246,484 | | | — | | | 246,484 | | | | — | | | — | | | — | |
| Distributions to members | (1,501) | | | — | | | (1,501) | | | | — | | | — | | | — | |
| Net cash used in financing activities | (15,505) | | | (2) | | | (15,507) | | | | — | | | — | | | — | |
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Dollars in thousands, except for per unit amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Effect of exchange rate changes in cash, cash equivalent and restricted cash | (29) | | | 633 | | (p) | 604 | | | | (132) | | | 113 | | (p) | (19) | |
| Net increase (decrease) in cash, cash equivalents and restricted cash | (472,822) | | | (265) | | | (473,087) | | | | (11,063) | | | — | | | (11,063) | |
| Cash and cash equivalents and restricted cash, beginning of the period | 517,553 | | | — | | | 517,553 | | | | 48,639 | | | — | | | 48,639 | |
| Cash and cash equivalents and restricted cash, end of the period | $ | 44,731 | | | $ | (265) | | | $ | 44,466 | | | | $ | 37,576 | | | $ | — | | | $ | 37,576 | |
| Reconciliation of cash, cash equivalents and restricted cash to the Consolidated Balance Sheets: | | | | | | | | | | | | |
| Cash and cash equivalents | $ | 37,442 | | | $ | — | | | $ | 37,442 | | | | $ | 36,833 | | | $ | — | | | $ | 36,833 | |
| Restricted cash | 7,289 | | | (265) | | (n) | 7,024 | | | | 743 | | | — | | | 743 | |
| Total cash, cash equivalents and restricted cash | $ | 44,731 | | | $ | (265) | | | $ | 44,466 | | | | $ | 37,576 | | | $ | — | | | $ | 37,576 | |
| | | | | | | | | | | | |
| Supplemental cash flow information: | | | | | | | | | | | | |
| ROU assets obtained in exchange for operating lease liabilities | $ | 2,064 | | | $ | — | | | $ | 2,064 | | | | $ | 7,987 | | | $ | — | | | $ | 7,987 | |
| Equity issuance to settle intercompany loan | $ | — | | | $ | — | | | $ | — | | | | $ | — | | | $ | 941 | | | $ | 941 | |
| Deferred consideration for acquisition | $ | — | | | $ | 7,059 | | | $ | 7,059 | | | | $ | — | | | $ | — | | | $ | — | |
2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation, Principles of Consolidation and Summary of Significant Accounting Policies
System1, Inc. was a special purpose acquisition company originally incorporated as a Cayman Islands exempted company on February 11, 2020 under the name Trebia Acquisition Corp. (“Trebia”). The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Merger”). On January 27, 2022, the Company consummated its Merger, which resulted in the acquisition of S1 Holdco, LLC (“S1 Holdco”) and System1 SS Protected Holdings, Inc. (“Protected”). As a result of the Merger, the results of operations, financial position and cash flows of the Predecessor and Successor are not directly comparable.
The Company was deemed the accounting acquirer in the Merger based on an analysis of the criteria outlined in Accounting Standards Codification (“ASC”) 805, Business Combinations and S1 Holdco was deemed to be the predecessor entity. Accordingly, the historical financial statements of S1 Holdco became the historical financial statements of the Company, upon the consummation of the Merger. As a result, the financial statements included in this report reflect (i) the historical operating results of S1 Holdco prior to the Merger and (ii) the combined results of the Company, including S1 Holdco and Protected following the closing of the Merger. The accompanying financial statements include a Predecessor period, which includes the period through January 26, 2022 concurrent with the Merger, and a Successor period for the three months ended June 30, 2022 and for the period from January 27, 2022 through June 30, 2022. A black-line between the Successor and Predecessor periods has been placed in the condensed consolidated financial statements and in the tables to the notes to the condensed consolidated financial statements to highlight the lack of comparability between these two periods as the Merger resulted in a new basis of accounting for S1 Holdco.
The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying condensed consolidated financial statements include the accounts of System1, Inc. and its subsidiaries for the Successor period, and S1 Holdco for the Predecessor periods. All intercompany accounts and transactions have been eliminated in the consolidation of the financial statements. The condensed consolidated financial statements have been prepared by the Company and are unaudited, pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such SEC rules and
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Dollars in thousands, except for per unit amounts)
regulations. The interim condensed consolidated financial statements included herein reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the financial position, results of operations and cash flows for the interim periods presented. The year-end condensed consolidated balance sheet data was derived from audited financial statements of S1 Holdco and related notes included in the Company’s final prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on April 19, 2022 (the “Prospectus”), but does not include all disclosures required by U.S. GAAP. The Condensed Consolidated Statements of Operations for the period from January 1, 2022 through January 26, 2022 (Predecessor) and for the three months ended June 30, 2022 and for the period from January 27, 2022 through June 30, 2022 (Successor periods) are not necessarily indicative of the results to be anticipated for the entire year ending December 31, 2022 or thereafter.
Certain prior period amounts in the condensed consolidated financial statements have been reclassified to conform with the current period presentation. These reclassifications had no effect on the results of operations or financial position for any period presented.
ASC 842 Adoption
On January 1, 2022, the Company adopted ASC 842, Leases, under the modified transition approach. This lease accounting standard provides several optional practical expedients in transition. The Company elected the “package of practical expedients,” which permits the Company to not reassess its prior conclusions about lease identification, lease classification and initial direct costs. The new standard also provides practical expedients for an entity’s ongoing accounting. The Company elected the short-term lease recognition exemption. Accordingly, for those leases that qualify, the Company did not recognize a right-of-use asset or lease liability, and this includes not recognizing right-of-use assets or lease liabilities for existing short-term leases of those assets in transition. The Company also elected the practical expedient to not separate lease and non-lease components for all of its leases. The adoption of the lease standard did not have any effect on its previously reported Condensed Consolidated Statements of Operations and did not result in a cumulative catch-up adjustment to opening equity. The Company recorded $6,786 of Right-of-Use (“ROU”) assets, $7,987 of lease liabilities and reclassified $1,201 of deferred rent liabilities as a reduction to the beginning ROU assets upon implementation of ASC 842.
Risk and Concentrations
The Company is subject to certain business risks, including dependence on key employees, dependence on key contracts, competition from alternative technologies, and dependence on growth to achieve its business and operational objectives.
The Company’s revenue is dependent on two key Advertising Partners, which are Google and Microsoft.
The following table illustrates the level of concentration as a percentage of total revenues:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Successor | | | Predecessor | | Successor | | | Predecessor |
| Three Months Ended June 30, 2022 | | | Three Months Ended June 30, 2021 | | Period from January 27, 2022 through June 30, 2022 | | | Period from January 1, 2022 through January 26, 2022 | | Six Months Ended June 30, 2021 |
| Google | 69 | % | | | 84 | % | | 71 | % | | | 88 | % | | 83 | % |
| Microsoft | 3 | % | | | 5 | % | | 3 | % | | | 4 | % | | 5 | % |
The Company has (i) two paid search advertising partnership contracts with Google, and (ii) one paid search advertising partnership contract with Microsoft. One of the Google contracts was renewed with an effective date of March 1, 2021, and has a two-year term through February 28, 2023. The other Google contract was renewed with an effective date of August 1, 2021, and has a two-year term through July 31, 2023. The Company recently renewed its advertising contract with Microsoft with an effective date of July 1, 2022, and has a three-year term through June 30,
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Dollars in thousands, except for per unit amounts)
2025. All three agreements may be terminated by the respective Advertising Partner immediately or with minimal notice under certain circumstances.
Impact of COVID-19
The worldwide spread of COVID-19 has resulted, and is expected to continue to result, in a global slowdown of economic activity which is likely to decrease demand for a broad variety of goods and services, including those provided by the Company’s clients, while also disrupting sales channels and advertising and marketing activities for an unknown period of time until the virus is contained or economic activity normalizes. The Company's revenue growth and results of operations have been resilient despite the headwinds created by the COVID-19 pandemic. The extent to which ongoing and future developments related to the global impact of the COVID-19 pandemic, including related vaccination measures and inoculation rates designed to curb its spread, continue to impact its business, financial condition, results of operations and cash flows, cannot be predicted with certainty. Many of these ongoing and future developments and uncertainties are beyond the Company's control, including the speed of contagion or the spread of new variants, the development, distribution and implementation of effective preventative or treatment measures, including vaccines (and vaccination rates), the scope of governmental and other restrictions on travel, discretionary services and other activity, and the public reactions and receptiveness to these developments.
The full extent to which the COVID-19 pandemic will directly or indirectly impact the Company’s business, results of operations and financial condition will depend on future developments that are highly uncertain.
A summary of the significant accounting policies followed by the Company in the preparation of the accompanying condensed consolidated financial statements is set forth below.
Use of Estimates
The preparation of these condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period.
Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to: (1) valuation of goodwill, acquired intangible assets and long-lived assets for impairment, (2) valuation and recognition of the Company's share-based compensation awards, (3) income taxes, (4) variable and contingent consideration and (5) determination of the fair value of the warrant liabilities. Significant estimates affecting the condensed consolidated financial statements have been prepared on the basis of the most current and best available information, including historical experience, known trends and other market-specific or other relevant factors that the Company believes to be reasonable. On an ongoing basis, management evaluates its estimates, as there are changes in circumstances, facts and experience. Changes in estimates are recorded in periods which they become known. However, actual results from the resolution of such estimates and assumptions may vary from those used in the preparation of the condensed consolidated financial statements.
Cash and Cash Equivalents
Cash and cash equivalents consist of amounts held as bank deposits.
Accounts Receivable
Accounts receivable primarily represent amounts due from Advertising Partners, and these accounts receivable are stated at the amount the Company expects to collect from outstanding balances and do not bear interest. The Company does not require collateral for its accounts receivable. The Company considers the following factors when determining the collectability of specific customer accounts: past transaction history with the customer and current economic industry trends. These accounts receivables have historically been paid on a timely basis. Due to the nature of the accounts receivable balance, the Company believes there is no significant risk of non-collection and
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Dollars in thousands, except for per unit amounts)
therefore no allowance for doubtful accounts was required as of June 30, 2022 (Successor) and December 31, 2021 (Predecessor). The payment terms for the Company's accounts receivable are typically 30 days.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to credit risk consist principally of cash and accounts receivable. Cash is deposited with high-credit-quality financial institutions and, at times, such balances with any one financial institution may exceed the insurance limits of the prevailing regulatory body. Historically, the Company has not experienced any losses related to these cash balances and believes that there is minimal risk of expected future losses. However, there can be no assurance that there will not be losses on these deposits.
Accounts receivable are primarily derived from Advertising Partners located within the United States. As of June 30, 2022 (Successor), two of the Company’s largest Advertising Partners, Google and Yahoo, represented 67% and 11%, respectively, of the Company’s accounts receivables balance. As of December 31, 2021 (Predecessor), these two Advertising Partners represented 72% and 10%, respectively, of the Company’s accounts receivable balances.
Foreign Currency
The Company’s reporting currency is the U.S. dollar. The balance sheet accounts have been translated using the exchange rates in effect at the balance sheet date. The statement of operations amounts have been translated using the average exchange rate for the month in which the activity related. Accumulated net translation adjustments and foreign currency transaction gains/losses resulting from exchange rate fluctuations on transactions denominated in a currency other than the functional currency were not material.
Warrant Liability
The Company accounts for the Public Warrants and Private Placement Warrants (collectively, the “Warrants”; which are discussed in further detail in Note 13 and Note 14) in accordance with ASC 815-40 under which the Warrants do not meet the criteria for equity classification, and therefore must be recorded as liabilities. The fair value of the Public Warrants has been estimated using the Public Warrants’ quoted market price. The fair value of the Private Placement Warrants has been estimated using the fair value of the Public Warrants.
Fair Value of Financial Instruments
The Company applies the provisions of ASC 820, Fair Value Measurements and Disclosures, which provides a single authoritative definition of fair value, sets out a framework for measuring fair value, and expands on required disclosures about fair value measurement.
The provisions of ASC 820 relate to financial and nonfinancial assets and liabilities, as well as other assets and liabilities carried at fair value on a recurring basis.
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability, or an exit price, in the principal or most advantageous market for that asset or liability in an orderly transaction between market participants on the measurement date.
The Company measures fair value based on a three-level hierarchy of inputs, maximizing the use of observable inputs, where available, and minimizing the use of unobservable inputs when measuring fair value. A financial instrument’s level within the three-level hierarchy is based on the lowest level of input that is significant to the fair value measurement.
The three-level hierarchy of inputs is as follows:
Level 1: Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Dollars in thousands, except for per unit amounts)
Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and
Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. These inputs are based on the Company’s own assumptions about current market conditions and require significant management judgment or estimation.
Financial instruments consist of cash equivalents, restricted cash, accounts receivable, other assets accounted for at fair value, accounts payable, accrued liabilities, and warrant liabilities. Cash equivalents and restricted cash are stated at fair value on a recurring basis. Accounts receivable, accounts payable and accrued liabilities are stated at their carrying value, which approximates fair value due to the short time to the expected receipt or payment date. The carrying amount of the Company’s outstanding debt approximates the fair value, as the debt bears interest at a rate that approximates the prevailing market rate. The Company classifies the fair value of debt within Level 2 in the fair value hierarchy.
The Company does not have any assets, with the exception of cash, cash equivalents and restricted cash, that are required to be carried at fair value on a recurring basis at June 30, 2022 (Successor) and December 31, 2021 (Predecessor), respectively. The Company’s liabilities measured at fair value relate to the former CEO of S1 Holdco's equity profits interest liability (Level 3), contingent consideration (Level 3), Public Warrant liabilities (Level 1) and Private Placement Warrant liabilities (Level 2). In January 2022, as part of the Merger, S1 Holdco settled the equity profits interest liability with S1 Holdco's former CEO.
Certain assets, including goodwill and intangible assets, are also subject to measurement at fair value on a nonrecurring basis if they are deemed to be impaired as a result of an impairment review. The fair value of these assets is determined using unobservable inputs to present value the assets.
Restricted Cash
The Company had restricted cash of $7,024 and $743 as of June 30, 2022 (Successor) and December 31, 2021 (Predecessor), respectively. The amount of restricted cash as of December 31, 2021 (Predecessor) relates to cash held as collateral at the Company’s financial institution to secure the Company’s letter of credit issued in favor of its landlord under the lease for its corporate office in Marina del Rey, California. The Company’s restricted cash as of June 30, 2022 (Successor) primarily consists of (i) cash held as collateral at the Company’s financial institution to secure the Company’s letter of credit issued in favor of its landlord under the lease for its Marina del Rey, California facility, (ii) merchant reserve balances with its credit card processors held due to arrangements under which the Company's credit card processors withhold certain credit card funds to cover potential charge backs initiated by the Company’s customers, (iii) the escrow account balance related to the portion of unvested equity awards as of the closing of the Merger that will be cash settled and will be released to the Company's employees as the service requirement is completed and (iv) the escrow account balance related to post-close adjustments and indemnifications from the RoadWarrior acquisition.
Property and Equipment, net
Property and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. Repairs and maintenance are charged to expense as incurred, while improvements are capitalized. Upon the sale or retirement of property and equipment, the accounts are relieved of the cost and the related accumulated depreciation, and any resulting gain or loss is included in the Condensed Consolidated Statement of Operations.
The estimated useful lives of the Company’s property and equipment for purposes of computing depreciation are as follows:
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Dollars in thousands, except for per unit amounts)
| | | | | | | | | | | |
| (Years) |
| Computer equipment | 3 |
| Office equipment | 3 |
| Software | 4 |
| Furniture, fixtures and equipment | 3 | - | 7 |
| Motor vehicles | 4 |
| Leasehold improvements | Shorter of the remaining lease term or estimated useful life for leasehold improvements. |
Internal-use software development costs, net
Internal-use software development costs are stated at cost, less accumulated amortization. The Company capitalizes certain internal-use software development costs associated with creating and enhancing internally developed software related to the Company’s technology infrastructure, including continuing to develop and deploy its RAMP platform. These costs include personnel and related employee benefits’ expenses for employees who are directly associated with, and who devote significant time to, software projects, as well as external direct costs of materials and services consumed in developing or obtaining the software. Internal-use software development costs that do not meet the qualification for capitalization are expensed as incurred, and correspondingly recorded in Salaries, commissions, and benefits expense in the Condensed Consolidated Statement of Operations.
Internal-use software development activities generally consist of three stages: (i) the planning stage, (ii) the application and infrastructure development stage, and (iii) the post-implementation stage. Costs incurred in the planning and post-implementation stages of software development, including costs associated with the post configuration training and repairs and maintenance of the developed technologies, are expensed as incurred. The Company capitalizes costs associated with software developed for internal use when the preliminary project stage is completed, management has authorized further funding for the completion of the project, and it is probable that the project will be completed and the software will perform as intended. Costs incurred in the application and infrastructure development stage, including significant enhancements and upgrades, are capitalized. Capitalization ends once a project is substantially complete, and the software and technologies are ready for deployment for their intended purpose(s). Internal-use software development costs are amortized using a straight-line method over an estimated useful life of three (3) years, commencing when the software is ready for its intended use. The straight-line recognition method approximates the manner in which the expected benefit will be derived. The Company does not transfer ownership of its software or lease its software to third parties.
Intangible Assets
Intangible assets primarily consist of acquired technology, customer relationships and trade names/trademarks. The Company determines the appropriate useful life based on management’s estimate of the applicable intangible asset’s remaining economic useful life at the time of acquisition. Intangible assets are amortized over their estimated economic useful lives using a straight-line method, which approximates the pattern in which the economic benefits are consumed. Certain customer relationship intangibles are amortized on an accelerated basis based upon the expected timing of economic benefits which are derived from an analysis of customer attrition rates over the expected life. The fair value of the intangible assets acquired is determined using either the income or market methodologies.
The estimated useful lives of the Company’s intangible assets are as follows:
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Dollars in thousands, except for per unit amounts)
| | | | | | | | | | | |
| Useful Life |
| (Years) |
| Developed technology | 4 |
| Customer relationships | 3 | - | 5 |
| Trademarks and trade names | 10 |
| Other intangibles | 4 |
Impairment of Long-Lived Assets
The Company assesses the recoverability of its long-lived assets when events or changes in circumstances indicate that their carrying amount may not be recoverable. Such events or changes in circumstances may include a significant adverse change in the extent or manner in which a long-lived asset is being used; significant adverse changes in legal factors or in the business climate that could affect the value of a long-lived asset; an accumulation of costs significantly in excess of the amount originally expected for the acquisition or development of a long-lived asset; current or future operating or cash flow losses that demonstrate continuing losses associated with the use of a long-lived asset; or a current expectation that, more likely than not, a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. The Company performs impairment testing at the asset group level that represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. The Company assesses recoverability of a long-lived asset by determining whether the carrying amount of the asset group can be recovered through projected undiscounted cash flows over their remaining useful lives. If the carrying amount of the asset group exceeds the forecasted undiscounted cash flows, an impairment loss is recognized and measured as the amount by which the carrying amount exceeds the estimated fair value. An impairment loss is charged to operations in the period in which management determines such impairment has occurred. For the periods presented in this quarterly report, Management has determined there to be no impairment of long-lived assets.
Business Combinations
The results of a business acquired in a business combination are included in the Company’s condensed consolidated financial statements from the date of acquisition. The Company allocates the purchase price, which is the sum of the consideration provided which may consist of cash, equity, or a combination of the two, paid in a business combination for the identifiable assets and liabilities of the acquired business at their acquisition-date fair values. Any excess amount paid over the identifiable net assets is recorded as goodwill. The process for estimating the fair values of the acquired business involves the use of significant estimates and assumptions, including estimating average industry purchase price multiples, customer and service attrition rate and estimating future cash flows. The Company estimates the fair value based on assumptions which the Company's management believe to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, not to exceed one year from the date of acquisition, the Company may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill. At the conclusion of the measurement period, any subsequent adjustments are reflected in the Company’s Condensed Consolidated Statements of Operations.
Transaction costs associated with business combinations are expensed as incurred and are included in Selling, general and administrative expenses in the Company’s Condensed Consolidated Statements of Operations. When purchase consideration includes contingent consideration, the Company records the fair value of the contingent consideration as of the date of acquisition, and subsequently remeasures the contingent consideration at fair value during each reporting period through the Company’s Condensed Consolidated Statements of Operations.
Goodwill
Goodwill represents the excess of the purchase price over the fair value of net assets acquired and identifiable intangibles in a business combination. The Company accounts for goodwill in accordance with ASC 350,
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Dollars in thousands, except for per unit amounts)
Intangibles—Goodwill and Other, which requires the Company to test goodwill at the reporting unit level for impairment at least annually.
The Company has the option (i) to assess goodwill for possible impairment by performing a qualitative analysis to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount or (ii) to perform the quantitative impairment test. The quantitative impairment test involves comparing the estimated fair value of a reporting unit with its carrying amount, including goodwill. If the estimated fair value exceeds book value, goodwill is considered not to be impaired. If, however, the fair value of the reporting unit is less than carrying amount, an impairment loss is recognized in an amount equal to the excess.
The determination of fair value(s) requires us to make significant estimates and assumptions. These estimates include, but are not limited to, future expected cash flows from a market participant perspective, and discount rates. Unanticipated events or circumstances may occur that could affect the accuracy or validity of such assumptions, estimates or actual results.
The Company tests for goodwill impairment annually at December 31st. For the periods presented in this quarterly report, there were no triggering events identified, and therefore no impairment charges recorded on goodwill during the interim periods were required.
Leases
On January 1, 2022, the Company adopted ASC 842, Leases, and recognized right-of-use assets and lease liabilities in its Condensed Consolidated Balance Sheet.
A contract is or contains a lease when, (1) the contract contains an explicitly identified asset and (2) the customer obtains substantially all of the economic benefits from the use of that underlying asset and directs how and for what purpose the asset is used during the term of the contract in exchange for consideration. The Company assesses whether an arrangement is or contains a lease at commencement of the contract. For all leases, other than those that qualify for the short-term recognition exemption, the Company recognizes as of the lease commencement date, on the balance sheet a liability for its obligation related to the lease and a corresponding asset representing the Company’s right to use the underlying asset over the period of use.
The Company’s leases are operating leases and operating lease right-of-use (“ROU”) asset and lease liabilities are recorded in the Company’s Condensed Consolidated Balance Sheet as of June 30, 2022 (Successor). An ROU asset represents the Company’s right to use an underlying asset for the lease term and lease liabilities represents the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and lease liabilities are recognized on the commencement date of the lease based on the present value of lease payments over the lease term. The lease payments include taxes, insurance, utilities and maintenance costs.
As most of the Company’s leases do not provide an implicit interest rate, the incremental borrowing rate based on the information available on the commencement date of the lease is used to determine the present value of lease payments. The operating lease ROU assets also include any lease payments made and lease incentives. The lease terms may include options to extend or terminate a lease when it is reasonably certain that the Company will exercise that option at the time the lease is commenced. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Lease agreements with lease and non-lease components are accounted for as a single lease component.
See Note 7 for additional details.
Revenue
The Company recognizes revenue when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration it expects to be entitled to in exchange for those goods or services. The Company determines revenue recognition through the following steps:
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Dollars in thousands, except for per unit amounts)
•Identification of a contract with a customer,
•Identification of the performance obligations in the contract,
•Determination of the transaction price,
•Allocation of the transaction price to the performance obligations in the contract, and
•Recognition of revenue when or as the performance obligations are satisfied.
The Company’s revenue is principally derived from the following areas:
Advertising and Other Revenue
Revenue is earned from revenue-sharing arrangements with the Company’s Network Partners for the use of its RAMP platform and related services provided to them to direct advertising by the Advertising Partners to their advertising space. The Company has determined it is the agent in these transactions and reports revenue on a net basis, because (a) the Company does not control the underlying advertising space, (b) the Company does not acquire the traffic and does not have risk of loss in connection therewith and (c) the pricing is in the form of a substantively fixed-percentage revenue-sharing arrangement. The Company reports this revenue on a net basis with respect to the amount retained under its revenue-sharing arrangements, which represents the difference between amounts received by the Company from the Advertising Partners, less amounts remitted to the Network Partners based on underlying contracts.
The Company also earns revenue by directly acquiring traffic to its owned and operated websites and utilizing its RAMP platform and related services to connect its Advertising Partners to its owned and operated websites. For this revenue stream, the Company is the principal in the transaction and reports revenue on a gross basis for the amount(s) received from its Advertising Partners. For this revenue, the Company has determined that it is the principal since it has a risk of loss on the traffic that it is acquiring for monetization with its Advertising Partners, and, in the case of its owned and operated websites, the Company maintains the website, provides the content and bears the cost and risk of loss associated with its websites’ advertising space.
The Company recognizes revenue upon delivering traffic to its Advertising Partners based on a cost-per-click or cost-per-thousand impression basis.
Subscription Revenue
In connection with the Merger of Protected discussed in Note 3, the Company is also engaged in selling security software as a service subscription to customers. The subscription business provides real-time antivirus protection, a safe-browsing feature, ad-blocking, identity-theft protection, blocking of malicious websites and data breach monitoring. Subscription revenue is primarily derived from the (i) delivery of the antivirus software and (ii) delivery of the additional add-on service(s), which all are provided on a fixed-price basis. The performance obligations related to subscription, maintenance and support are satisfied over the length of the relevant customer contract and the associated subscription revenue is recognized over the contract term on a ratable basis, which is consistent with transfer of control. The Company’s services rendered to customers are generally paid for in advance with cash receipts recorded as deferred revenue and revenue recognized over time, generally the annual subscription period.
The timing of customer billing and payment relative to the start of the service period varies from contract to contract; however, the Company bills many of its customers in advance of the provision of services under its contracts, resulting in contract liabilities consisting of deferred revenue (“contract liabilities”). Deferred revenue represents billings under noncancelable contracts before the related product or service is transferred to the customer.
Cost of Revenues
Cost of revenues primarily consists of traffic acquisition costs, which are the costs to place advertisements to acquire customers to the Company’s websites and services, as well as content, publishing, domain name registration costs, licensing costs to provide mapping services to Mapquest.com, and costs related to the utilization of antivirus engine
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Dollars in thousands, except for per unit amounts)
licensing related to APIs for the antivirus product. The Company does not pay any up-front payments. Incentive payments or bonuses and such costs are expensed as incurred.
Salaries, Commissions, and Benefits
Salaries, commissions and benefits expenses include salaries, bonuses, stock-based compensation, non-capitalized personnel costs incurred in the capitalized internal use software development, and employee benefits costs.
Share-Based Compensation
Compensation cost related to share-based payments is measured based on the fair value of the units issued and recognized within “Salaries, commissions, and benefits” in the Company’s Condensed Consolidated Statement of Operations. The Company has elected to treat share-based payment awards with time-based service condition(s) only as a single award and recognizes share-based compensation expense on a straight-line basis over the vesting period, which is generally four years. The assumptions used in the Black-Scholes model to value equity in the Predecessor period are based upon the following:
•Fair Value of Common Stock: S1 Holdco’s equity was not publicly traded, therefore the fair value was determined by S1 Holdco’s Board of Directors, with input from management and contemporaneous valuation reports prepared by a third-party valuation specialist.
•Expected Term: The expected life of the option is estimated by considering the contractual term of the option, the vesting period of the option, the employees’ expected exercise behavior and the post-vesting employee turnover rate. For non-employees, the expected life equals the contractual term of the option.
•Risk-free Interest Rate: The risk-free interest rate is based on published U.S. Treasury Department interest rates for the expected terms of the underlying options.
•Volatility: The volatility was based on the expected unit price volatility of the underlying units over the expected term of the option which is based upon historical share price data of an index of comparable publicly traded companies.
Replacement Awards
Prior to the Merger, S1 Holdco had outstanding both, Value Creation Units (“VCU’s”) and Class F Units. The VCU’s and Class F Units were concluded to be profits interests units granted to employees. The VCU’s shall become fully vested upon the satisfaction of both a service condition and a performance condition determined to be a change in control event effectuated by the Merger. The Class F Units are subject to vesting conditions where the units will vest at the later of (i) a change in control event or (ii) four-year anniversary of issuance.
Pursuant to the Merger, the Company was required to replace certain profits interests awards, the value creation units ("VCU") and Class F Units ("F Units"), with a combination of a restricted stock unit (“RSU”) in System1 and a cash award (collectively, the "Replacement Awards”). The fair value of the Replacement Awards was derived utilizing the transaction closing price of $10.00. The Merger triggered a liquidating event, therefore, the portion of the Replacement Awards issued in connection with the Merger that was associated with services rendered through the date of the Merger are included in the total consideration transferred, with the exception of the unvested awards subject to service vesting conditions where the service condition has not been completed. With regards to the remaining unvested portion of the Replacement Awards, the Company continues to recognize compensation expense on a straight-line basis over the original requisite service period and recognizes forfeitures as they occur. For VCU Replacement Awards forfeited prior to vesting, the Company recognizes accelerated compensation expense for the remaining unvested shares, as a share of the Company’s Class A Common Stock becomes issuable to the previous investors for each VCU Replacement Award forfeited. For Cash Replacement Awards forfeited prior to vesting, the Company recognizes accelerated compensation expense for the unpaid amount, as that cash amount becomes payable to the previous investors.
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Dollars in thousands, except for per unit amounts)
Post-Combination Awards
For awards granted subsequent to the Merger, the Company’s fair value of the related restricted stock units was derived from the market price of its Class A common stock, which is traded on the NYSE. As these awards are subject only to time-based service conditions, the Company recognizes compensation expense for these awards on a straight-line basis over the requisite service period for each award and recognizes forfeitures as they occur.
Liability Awards
In connection with the Merger and acquisition of Protected.net described in Note 3, the Company effected an incentive plan for eligible recipients which is payable in a fixed value of fully-vested shares of the Company’s Class A common stock upon the satisfaction of certain performance and service conditions (the “Protected.net Incentive Plan”).
In connection with the acquisition of CouponFollow described in Note 4 the Company effected an incentive plan for eligible recipients, which, at the Company’s option, is payable in cash or fully-vested shares of the Company’s Class A common stock upon the satisfaction of certain performance and service conditions (the “CouponFollow Incentive Plan”).
The Company recognizes compensation cost for these liability awards with performance and service conditions if and when it is deemed probable that the performance condition will be achieved. The probability of vesting is evaluated at each reporting period taking into consideration actual results to-date and forecasts and compensation cost adjusted to reflect the completed portion of the service period with a graded vesting attribution.
After the Merger, the Company’s fair value of its restricted stock units was derived from the market price of its Class A common stock, which is traded on the NYSE. The Company recognizes compensation on a straight-line basis over the requisite service period for each award and recognizes forfeitures as they occur.
Selling, General, and Administrative
Selling, general, and administrative expenses consist of fees for professional services, occupancy costs, travel and entertainment. These costs are expensed as incurred.
Depreciation and Amortization
Depreciation and amortization expenses are primarily attributable to the Company’s capital investments and consist of fixed asset depreciation and amortization of intangible assets with finite lives.
Income Taxes
The Company is the managing member of S1 Holdco and, as a result, consolidates the financial results of S1 Holdco in its condensed consolidated financial statements. S1 Holdco is a pass-through entity for U.S. federal and most applicable state and local income tax purposes. As an entity classified as a partnership for tax purposes, S1 Holdco is not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by S1 Holdco is passed through to its members, including the Company. The Company is taxed as a corporation and pays corporate federal, state and local taxes with respect to income allocated from S1 Holdco based on the Company's economic interest in S1 Holdco. Various subsidiaries of the Company are subject to income tax in the United States and in other countries.
The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities (“DTAs” and “DTLs”) for the expected future tax consequences of events that have been included in the financial statements. Under this method, we determine DTAs and DTLs on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on DTAs and DTLs is recognized in income in the period that includes the enactment date.
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Dollars in thousands, except for per unit amounts)
We recognize DTAs to the extent that we believe that these assets are more likely than not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, carryback potential if permitted under the tax law, and results of recent operations. If the Company determines that it would not be able to realize its DTAs in the future in excess of their net recorded amount, it would make an adjustment to the DTA valuation allowance, which would increase the provision for income taxes.
The Company records uncertain tax positions in accordance with ASC 740, Income Taxes, on the basis of a two-step process in which (1) it determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, it recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes both accrued interest and penalties, when appropriate, in the provision for income taxes in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).
For the periods presented in this quarterly report, the Company had not incurred any related interest and penalties.
Non-Controlling Interest
The Company reports a non-controlling interest representing the economic interest in S1 Holdco held by certain individuals and entities other than the Company. The non-controlling interest is comprised of certain selling equity holders of S1 Holdco that retained an economic interest in S1 Holdco through their ownership of Class B units in S1 Holdco, along with the same number of corresponding shares of Class C common stock in the Company. The non-controlling interest holders may, from time to time, require the Company to convert all or a portion of their economic interest via a redemption of their Class B units in S1 Holdco together with surrendering their corresponding shares of Class C common stock in the Company in exchange for shares of Class A common stock on a one-for-one basis. As future redemptions occur, this will result in a change in ownership and reduce the amount recorded as non-controlling interest and increase additional paid-in capital.
The following table summarizes the ownership interest in S1 Holdco as of June 30, 2022 (Successor).
| | | | | | | | | | | |
| Units (in thousands) | | Ownership % |
| Class A units of S1 Holdco | 90,587 | | | 80 | % |
| Class B units of S1 Holdco | 22,077 | | | 20 | % |
Recent Accounting Pronouncements
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, including subsequent amendments, Measurement of Credit Losses on Financial Instruments (Topic 326), which modifies the accounting methodology for most financial instruments. The guidance requires the use of a forward-looking expected credit loss model for accounts receivables, loans, and other financial instruments. This guidance is effective for the Company for annual periods beginning after December 15, 2022, and early adoption is permitted. The Company does not expect the adoption of this update to have a material effect on its condensed consolidated financial statements.
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Dollars in thousands, except for per unit amounts)
3.MERGER
On June 28, 2021, the Company entered into a Business Combination Agreement (as amended on November 30, 2021, January 10, 2022 and January 25, 2022), (the “Business Combination Agreement”) by and among S1 Holdco, Trebia, and Protected (collectively, the “Companies”). On January 26, 2022 (the “Closing Date”), the Company consummated the business combination (the “Merger”) pursuant to the Business Combination Agreement. Following the consummation of the Merger, the combined company is organized via an “Up-C” structure, in which substantially all of the assets and business operations of System1 are held by S1 Holdco. The combined Companies’ business continues to operate through the subsidiaries of S1 Holdco and Protected. Additionally, Trebia’s ordinary shares and public warrants ceased trading on the New York Stock Exchange (“NYSE”), and System1 Inc.'s Class A common stock and the Public Warrants began trading on the NYSE on January 28, 2022 under the symbols “SST” and “SST.WS,” respectively.
The consideration paid to the existing equity holders of S1 Holdco and Protected in connection with the Merger was a combination of cash, Class A common stock, Class C common stock and Replacement Awards.
The aggregate cash consideration was $440,155.
The aggregate equity consideration paid and/or retained S1 Holdco Class B Units was $610,144, consisting of (a) the aggregate equity consideration payable under the Business Combination Agreement, consisting of shares of Class A common stock and Replacement Awards, and (b) the aggregate Class B Units in S1 Holdco retained by S1 Holdco equity holders at the Closing.
The fair value of the Class A common stock was determined by utilizing the transaction closing price per share per the BCA of $10.00 and a discount of 10%, as the shares were not immediately available for sale upon issuance and this restriction is viewed to be a function of the security characteristics.
Additionally, the aggregate Class B units in S1 Holdco retained by S1 Holdco equity holders at the Closing Date resulted in a non-controlling interest. The 22,077 Class B units in S1 Holdco and the corresponding Class C common stock in the Company were determined to have an estimated value of $198,691. As the Class B units in S1 Holdco together with the corresponding shares of the Company's Class C common stock are exchangeable for shares of Class A common stock on a one-for-one basis, the fair value was determined using the same method as for the shares of Class A common stock, utilizing the transaction closing price of $10.00 and a discount of 10% (as the units and the corresponding shares of Class C common stock were not immediately available for sale upon issuance and this restriction is viewed to be a function of the security characteristics). The fair value of $198,691 was included in non-controlling interest on the accompanying condensed consolidated balance sheet and condensed consolidated statements of changes in stockholders' equity.
In connection with the Merger, System1 and Cannae Holdings, Inc. (“Cannae”), an investor in the Sponsor of Trebia, entered into a backstop agreement (the “Backstop Agreement”) on June 28, 2021, as amended on January 10, 2022, whereby Cannae agreed, to subscribe for up to 25,000 shares of Trebia Class A common stock in order to fund up to $250,000 of redemptions by shareholders of Trebia. See discussion below regarding the Amended and Restated Sponsor Agreement, which was amended in conjunction with the Backstop Agreement. As a result of shareholder redemptions, Cannae provided $246,484 of the cash used to fund the Closing Cash Consideration pursuant to its obligations under the Backstop Agreement and in exchange received 24,648 shares of Class A common stock ("Backstop shares").
Additionally, pursuant to the Backstop Agreement, the Selling Shareholders (i.e., certain shareholders of S1 Holdco and Protected prior to the Merger) agreed that, in the event shareholders of Trebia requested redemption of Trebia outstanding equity immediately prior to the Merger in excess of a certain dollar value threshold, certain equity holders of S1 Holdco and Protected would reduce their cash consideration and proportionally increase their equity consideration for the Merger, which is referred to as the “Seller Backstop Election”. In the event that the Seller Backstop Election was made, the Sponsors would forfeit their shares to allow the Company to then issue shares to the Selling Shareholders. The Seller Backstop Election was triggered and, as a result, the Sponsors forfeited 930
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Dollars in thousands, except for per unit amounts)
shares of Trebia Class B ordinary shares which were converted at time of Merger, at a one-to-one ratio, into shares of Class A common stock of System1 and delivered to the various selling shareholders of S1 Holdco, collectively referred to as the “Sponsor Promote Shares”. The total consideration amount, in a combination of cash and equity consideration, did not change from the amount agreed in the Business Combination Agreement due to this Seller Backstop Election. The Company recorded $7,706 in Salaries, commissions, and benefits expense and $661 in Selling, general and administrative expense for Sponsor Promote Shares during the period January 27, 2022 through March 31, 2022 (Successor).
In connection with the execution of the Business Combination Agreement and the Backstop Agreement, on June 28, 2021, as amended on January 10, 2022, the sponsors of Trebia entered into the Amended and Restated Sponsor Agreement whereby the sponsors agreed to forfeit up to 2,600 shares of Trebia Class B common stock in order for the Company to then issue the shares to Cannae (“Backstop forfeiture shares”), in exchange for Cannae entering into the Backstop Agreement. On January 27, 2022, based upon the final backstop funding provided by Cannae, the sponsors forfeited 2,533 shares of Trebia Class B shares, after which the Company then issued 2,533 shares of Class A common stock to Cannae. Trebia recorded a forward purchase liability of $25,336 immediately prior to the Merger, representing the fair value of the Backstop shares and the Backstop forfeiture shares.
In accordance with the Amended and Restated Sponsor Agreement entered into concurrently with the Business Combination Agreement, the Company issued 1,450 Class D shares to the Trebia sponsors in exchange for 1,450 Trebia Class B shares ("Sponsor RSAs"). The difference in the fair value of the two was treated as a capital contribution. The founders of S1 Holdco and Protected were also issued 1,450 Class D shares ("Seller RSUs"). Further, in connection with the Merger, the Company also effected an incentive plan for Protected business. Refer to Note 18—SHARE-BASED PAYMENTS for additional information on the Seller RSU's and the Protected Incentive Plan.
Concurrently with the consummation of the Merger, System1 entered into a tax receivable agreement with the minority holders of S1 Holdco, (the “Tax Receivable Agreement” or “TRA”), pursuant to which, among other things, the parties to the Tax Receivable Agreement have agreed to the allocation and payment of 85% of the actual savings, if any, in U.S. federal, state and local income tax that System1 may realize as a result of certain tax benefits (if any) related to the transactions contemplated by the Business Combination Agreement and future exchanges of Class B Units in S1 Holdco (together with the corresponding shares of the Company’s shares of Class C common stock) in exchange for shares of the Company’s Class A common stock. As of the closing date, the fair value of obligations under the TRA was determined to be zero as any tax savings are uncertain. The TRA is contingent consideration and subsequent changes in fair value of the contingent liability will be recognized in earnings.
The Company adopted ASU No. 2021-08 on January 1, 2022 and accordingly, has recorded contract assets and contract liabilities acquired as part of the Merger based on what the Company would have recorded under ASC 606, Revenue from Contracts with Customers, as of the acquisition date, as if the Company had entered into the original contract at the same date and on the same terms as S1 Holdco and Protected.
The Merger has been accounted for as a business combination using the acquisition method of accounting. The total purchase price was allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their respective fair values on the acquisition date.
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Dollars in thousands, except for per unit amounts)
The purchase consideration was allocated to the following assets and liabilities. | | | | | |
| Amount |
| Tangible assets acquired and liabilities assumed: | |
| Cash and marketable securities | $ | 68,748 | |
| Accounts receivable | 79,086 | |
| Prepaid expenses | 7,807 | |
| Income tax receivable | 4,566 | |
| Property, plant & equipment, net | 1,551 | |
| Other assets | 6,950 | |
| Accounts payable | (9,798) | |
| Deferred revenue | (60,768) | |
| Accrued expenses and other current liabilities | (110,004) | |
| Income tax payable | (2,091) | |
| Notes payable | (172,038) | |
| Deferred tax liabilities | (138,613) | |
| Other liabilities | (8,474) | |
| Total tangible assets acquired and liabilities assumed | (333,078) | |
| Intangible assets | 562,100 | |
| Goodwill | 821,277 | |
| Net assets acquired | $ | 1,050,299 | |
| |
| Consideration: | |
| Cash | $ | 440,155 | |
| Equity | 411,453 | |
| Total consideration attributable to System1 | 851,608 | |
| Total consideration attributable to NCI | 198,691 | |
| Total consideration | $ | 1,050,299 | |
The intangible assets as of the closing date of the acquisition included:
| | | | | | | | | | | |
| Amount | | Weighted Average Useful Life (in Years) |
| Trademarks | $ | 246,400 | | | 10 |
| Customer relationships | 119,700 | | | 4 |
| Technology | 196,000 | | | 4 |
| Total | $ | 562,100 | | | |
The fair value of the intangible assets acquired was determined using income-based approach methodologies. Intangible assets are amortized over their estimated economic useful lives using a straight-line method, which approximates the pattern in which the economic benefits are consumed. Customer relationships are amortized on an accelerated basis. To determine the amortization period for each of the customer relationships assets and to evaluate the pattern of usage of economic benefits, the Company performed a customer attrition analysis of the Company's customer relationships to estimate the attrition rate and consequently the life expectancy for the existing customer relationships.
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Dollars in thousands, except for per unit amounts)
Trademarks – The Company valued trademarks using the relief-from-royalty method under the income-based approach. Key assumptions include forecasted revenue, an estimated royalty rate applicable to the trademarks, and a discount rate.
Customer relationships – The Company valued customer relationships using an excess-earnings method utilizing distributor inputs. Key assumptions include customer attrition rate, revenue growth rate, existing customer revenue, deferred revenue, and a discount rate.
Technology – The Company valued technology using the excess-earnings method utilizing company-specific inputs. Key assumptions include forecasted revenue, technology migration rate, and a discount rate.
The goodwill balance is primarily attributable to the expected revenue opportunities with the Company's applications and services offerings, assets acquired and acquired workforce. Goodwill is not deductible for tax purposes.
Unaudited Pro Forma Information
The following table provides unaudited pro forma information as if the Merger and other acquisitions occurred as of January 1, 2021. The unaudited pro forma information reflects adjustments for additional amortization resulting from the fair value adjustments to assets acquired and liabilities assumed, adjustments for alignment of accounting policies, adjustments for transaction expenses, adjustments for certain stock-based compensation and equity related expenses incurred as a result of the transaction and the resulting tax effects, as if the Merger and acquisitions of Answers, CouponFollow and RoadWarrior (each as defined in Note 4—ACQUISITIONS) occurred January 1, 2021. The pro forma results do not include any anticipated cost synergies or other effects of the merged companies. Accordingly, pro forma amounts are not necessarily indicative of the results that actually would have occurred had the acquisitions been completed on the dates indicated, nor is it indicative of the future operating results of the combined company.
| | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended | | Six months ended |
| June 30, 2022 | | June 30, 2021 | | June 30, 2022 | | June 30, 2021 |
| Pro forma revenue | $ | 219,912 | | | $ | 219,031 | | | $ | 455,836 | | | $ | 412,232 | |
| Pro forma net (loss) | $ | (20,474) | | | $ | (41,112) | | | $ | (25,436) | | | $ | (140,549) | |
4.ACQUISITIONS
Answers Holdings, Inc.
On May 4, 2022, the Company acquired the assets of Answers Holdings, Inc. and its subsidiaries, collectively ("Answers") for total cash consideration of $4,632. The acquisition of Answers constitutes a business combination under ASC 805.
The acquisition expands the Company's portfolio of Owned & Operated publishing sites and search destinations to include a destination for higher education and lifelong learning content. The results of Answers' operations since the date of the acquisition have been included in the Company's condensed consolidated financial statements from May 4, 2022 to June 30, 2022 (Successor). The total revenue and loss before income taxes were immaterial for the period January 27, 2022 to June 30, 2022 (Successor). The operating results of Answers are reported within the Owned and Operated segment prospectively from the date of acquisition.
The total purchase price was allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their respective fair values on the acquisition date. The purchase price is preliminary and may be subject to additional adjustments, including working capital adjustments. The Company expects to finalize the purchase accounting as soon as practicable, but not later than one year from the acquisition date.
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Dollars in thousands, except for per unit amounts)
The purchase consideration was allocated to the following assets and liabilities:
| | | | | |
| Amount |
| Tangible assets acquired and liabilities assumed: | |
| Working capital | $ | 32 | |
| Total tangible assets acquired and liabilities assumed | 32 | |
Trademark - 10 years weighted average useful life | 1,100 | |
| Goodwill | 3,500 | |
| Net assets acquired | $ | 4,632 | |
| |
| Consideration: | |
| Cash | $ | 4,632 | |
| Total consideration | $ | 4,632 | |
The goodwill arising from the acquisition consists largely of the expected synergies from combining operations. The goodwill is deductible for tax purposes over 15 years. The Company has incurred $93 in transaction costs related to the acquisition.
Trademarks – Identified trademarks relate to the estimated fair value of future cash flows related to any trademarks acquired. The Company valued trademarks using the relief-from-royalty method under the income approach. Key assumptions include forecasted revenue, an estimated royalty rate applicable to the trademark and a discount rate.
NextGen Shopping, Inc.
On March 4, 2022, the Company acquired NextGen Shopping, Inc. (d/b/a “CouponFollow”) for total cash consideration of $75,087, of which $16,446 was deferred, 5,600 was held-back, and $25,500 related to the fair value of 2,000 shares of Class A common stock issued. The fair value of the shares of Class A common stock was determined by utilizing the closing price per share of the Company's Class A common stock listed on the NYSE as of March 3, 2022, and a discount rate of 7.5%, as the shares were not immediately available for sale upon issuance, and this restriction was deemed to be a function of the security characteristics. The deferred consideration of $16,446 was paid subsequent to the acquisition. The held-back consideration amount will become payable eighteen months subsequent to the acquisition date, subject to the Company's satisfaction of any potential post-closing purchase price adjustments and indemnification claims. The cash payment included the transaction costs of $3,129 that the Company paid on behalf of CouponFollow in connection with the closing of the transaction. The acquisition of CouponFollow constitutes a business combination under ASC 805.
The acquisition leverages CouponFollow’s reputation, software and large organic traffic to vertically integrate with the Company’s RAMP platform and generate paid traffic for shopping-related products. The results of CouponFollow’s operations as of and after the date of acquisition have been included in the Company’s condensed consolidated financial statements from March 4, 2022 to June 30, 2022 (Successor). The amounts of total revenue and loss before income taxes for the period from March 4, 2022 to June 30, 2022 (Successor) were $7,316 and $1,860, respectively, and the amounts of revenue and loss before income taxes for the three months ended June 30, 2022 (Successor) were $5,396 and $1,302, respectively. The operating results of CouponFollow are reported within the Owned and Operated segment prospectively from the date of acquisition.
The total purchase price was allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their respective fair values on the acquisition date.
The purchase consideration was allocated to the following assets and liabilities:
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Dollars in thousands, except for per unit amounts)
| | | | | |
| Amount |
| Tangible assets acquired and liabilities assumed: | |
| Cash and cash equivalents | $ | 21,232 | |
| Accounts receivable | 5,860 | |
| Other current assets | 446 | |
| Accounts payable | (116) | |
| Accrued expenses and other current liabilities | (118) | |
| Income tax payable | (197) | |
| Deferred tax liabilities | (10,895) | |
| Total tangible assets acquired and liabilities assumed | 16,212 | |
| Intangible assets | 42,200 | |
| Goodwill | 42,175 | |
| Net assets acquired | $ | 100,587 | |
| |
| Consideration: | |
| Cash | $ | 75,087 | |
| Equity | 25,500 | |
| Total consideration | $ | 100,587 | |
The goodwill arising from the acquisition consists largely of the expected synergies from combining operations as well as the value of the workforce. The goodwill is deductible for tax purposes over 15 years. The Company has incurred $813 in transaction costs related to the acquisition.
Following are the details of the purchase price allocated to the intangible assets for the CouponFollow acquisition:
| | | | | | | | | | | |
| Amount | | Weighted Average Useful Life (in Years) |
| Trademark | $ | 38,100 | | | 10 |
| Software | 4,100 | | | 4 |
| Total | $ | 42,200 | | | |
Trademark – The Company valued the trademark using the relief-from-royalty method under the income approach. Key assumptions include forecasted revenue, an estimated royalty rate applicable to the trademarks and a discount rate.
Software – Acquired software technology was valued using the excess-earnings method utilizing company-specific inputs. Key assumptions include forecasted revenue, an estimated royalty rate applicable to the software and a discount rate.
RoadWarrior, LLC
On February 9, 2022, the Company acquired the assets of RoadWarrior, LLC (“RoadWarrior”) for total cash consideration of $19,636. The acquisition of RoadWarrior constitutes a business combination under ASC 805.
The acquisition expands the Company’s Mapquest.com website technology and provides additional functionality for customers centered around route planning for delivery drivers and teams. The results of RoadWarrior’s operations as of and after the date of acquisition have been included in the Company’s condensed consolidated financial statements from February 9, 2022 to June 30, 2022 (Successor). The amounts of revenue and loss before income taxes for the period from February 9, 2022 to June 30, 2022 (Successor) were $2,237 and $1,692, respectively, and
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Dollars in thousands, except for per unit amounts)
the amounts of revenue and loss before income taxes for the three months ended June 30, 2022 were $1,288 and $908, respectively. The operating results of RoadWarrior are reported within the Owned and Operated segment prospectively from the date of acquisition.
The total purchase price was allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their respective fair values on the acquisition date.
The purchase consideration was allocated to the following assets and liabilities:
| | | | | |
| Amount |
| Tangible assets acquired and liabilities assumed: | |
| Working capital | $ | 155 | |
| Total tangible assets acquired and liabilities assumed | 155 | |
| Intangible assets | 4,500 | |
| Goodwill | 14,981 | |
| Net assets acquired | $ | 19,636 | |
| |
| Total consideration: | |
| Cash | $ | 19,636 | |
The goodwill arising from the acquisition consists largely of the expected synergies from combining operations as well as the value of the workforce. The goodwill is deductible for tax purposes over 15 years. The Company has incurred $308 in transaction costs related to this acquisition.
Following are the details of the purchase price allocated to the intangible assets for the RoadWarrior acquisition:
| | | | | | | | | | | |
| Amount | | Weighted Average Useful Life (in Years) |
| Trademark | $ | 2,200 | | | 10 |
| Software | 1,000 | | | 4 |
| Customer relationships | 1,300 | | | 3 |
| Total | $ | 4,500 | | | |
Trademarks – Identified trademarks relate to the estimated fair value of future cash flows related to any trademarks acquired. The Company valued trademarks using the relief-from-royalty method under the income approach. Key assumptions include forecasted revenue, an estimated royalty rate applicable to the trademark and a discount rate.
Software – Software technology represents existing technology acquired and incorporated into the Company’s existing infrastructure. The Company valued software using the relief from royalty method. Key assumptions include forecasted revenue, an estimated royalty rate applicable to the software and a discount rate.
Customer relationships – The value of customer relationships represents the fair value of future projected revenues that will be derived from the sale to customers acquired. The Company valued customer relationships using an excess-earnings method. Key assumptions include customer attrition rate, revenue growth rate, and a discount rate.
5.PROPERTY AND EQUIPMENT, NET
Property and equipment, net as of June 30, 2022 (Successor) and December 31, 2021 (Predecessor), consisted of the following:
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Dollars in thousands, except for per unit amounts)
| | | | | | | | | | | | | | |
| Successor | | | Predecessor |
| June 30, 2022 | | | December 31, 2021 |
Computer equipment | $ | 604 | | | | $ | 415 | |
| Motor vehicles | 234 | | | | — | |
Furniture and equipment | 918 | | | | 475 | |
Leasehold improvements | 2,833 | | | | 976 | |
Property and equipment—gross | 4,589 | | | | 1,866 | |
Less accumulated depreciation | (259) | | | | (1,036) | |
Property and equipment—net | $ | 4,330 | | | | $ | 830 | |
Total depreciation expense on property and equipment were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Successor | | | Predecessor | | Successor | | | Predecessor |
| Three Months Ended June 30, 2022 | | | Three Months Ended June 30, 2021 | | Period from January 27, 2022 through June 30, 2022 | | | Period from January 1, 2022 through January 26, 2022 | | Six Months Ended June 30, 2021 |
Depreciation expense | $ | 149 | | | $ | 89 | | $ | 268 | | | $ | 16 | | $ | 170 |
6.GOODWILL, INTERNAL-USE SOFTWARE DEVELOPMENT COSTS, NET, AND INTANGIBLE ASSETS, NET
Goodwill
The changes in goodwill by reportable segments, were as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Owned and Operated | | Partner Network | | Subscription | | Total |
| Goodwill at January 27, 2022 | $ | — | | | $ | — | | | $ | — | | | $ | — | |
| Additions | 351,849 | | | 93,400 | | | 433,184 | | | 878,433 | |
| Currency translation adjustments | (37) | | | — | | | — | | | (37) | |
| Goodwill at March 31, 2022 | 351,812 | | | 93,400 | | | 433,184 | | | 878,396 | |
| Additions | 3,500 | | | — | | | — | | | 3,500 | |
| Currency translation adjustments | $ | (526) | | | $ | — | | | $ | — | | | $ | (526) | |
| Goodwill at June 30, 2022 | $ | 354,786 | | | $ | 93,400 | | | $ | 433,184 | | | $ | 881,370 | |
Additions to goodwill were from the acquisitions of S1 Holdco, Protected.net, CouponFollow, RoadWarrior and Answers in 2022.
Goodwill as of December 31, 2021 (Predecessor), resulted from the acquisitions of Concourse Media, Mapquest, and Waterfox in 2019 and the prior acquisitions of InfoSpace in 2016 and Qool Media, Inc. in 2017. There was no Goodwill activity for the period January 1, 2021 through January 26, 2022 (Predecessor). Goodwill by reportable segments as of December 31, 2021 were as follows:
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Dollars in thousands, except for per unit amounts)
| | | | | | | | | | | | | | | | | |
| Owned and Operated | | Partner Network | | Total |
| Goodwill at December 31, 2021 (Predecessor) | $ | 24,403 | | | $ | 20,417 | | | $ | 44,820 | |
Internal-use software development costs and intangible assets
Internal-use software development costs and intangible assets consisted of the following:
| | | | | | | | | | | | | | | | | |
| June 30, 2022 (Successor) |
| Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount |
Total internal-use software development costs | $ | 3,985 | | | $ | (375) | | | $ | 3,610 | |
| Intangibles: | | | | | |
Developed technology | $ | 196,000 | | | $ | (20,822) | | | $ | 175,178 | |
Trademarks and trade names | 287,852 | | | (11,803) | | | 276,049 | |
Software | 5,100 | | | (428) | | | 4,672 | |
Customer relationships | 121,000 | | | (20,558) | | | 100,442 | |
Total intangible costs | $ | 609,952 | | | $ | (53,611) | | | $ | 556,341 | |
| | | | | | | | | | | | | | | | | |
| | | | | |
| December 31, 2021 (Predecessor) |
| Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount |
| Total internal-use software development costs | $ | 21,274 | | | $ | (10,061) | | | $ | 11,213 | |
| Intangibles: | | | | | |
| Developed technology | $ | 8,398 | | | $ | (7,242) | | | $ | 1,156 | |
| Trademarks and trade names | 69,007 | | | (21,375) | | | 47,632 | |
| Professional service agreement | 3,100 | | | (2,359) | | | 741 | |
| Customer relationships | 1,500 | | | (661) | | | 839 | |
| Total intangible costs | $ | 82,005 | | | $ | (31,637) | | | $ | 50,368 | |
The internal-use software development costs include capitalized costs not ready for its internal use of $2,948 and $2,540 as of June 30, 2022 (Successor) and December 31, 2021 (Predecessor), respectively.
Amortization expense for internal-use software development costs and intangible assets were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Successor | | | Predecessor | | Successor | | | Predecessor |
| Three Months Ended June 30, 2022 | | | Three Months Ended June 30, 2021 | | Period from January 27, 2022 through June 30, 2022 | | | Period from January 1, 2022 through January 26, 2022 | | Six Months Ended June 30, 2021 |
Amortization expense for internal-use software development | $ | 78 | | | $ | 921 | | $ | 143 | | | $ | 355 | | $ | 2,245 |
| Amortization expense for intangible assets | $ | 31,867 | | | $ | 2,102 | | $ | 53,611 | | | $ | 629 | | $ | 4,386 |
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Dollars in thousands, except for per unit amounts)
No impairment of internal-use software development cost or intangible assets was identified for any of the periods presented.
The weighted average amortization period for all intangible assets is 7 years. As of June 30, 2022 (Successor), the expected amortization expense associated with the Company’s intangible assets and internal-use software development costs for each of the next five years, is as follows:
| | | | | |
Amortization Expense | |
| Remainder of 2022 | $ | 63,901 |
| 2023 | 110,204 |
| 2024 | 101,197 |
| 2025 | 94,344 |
| 2026 | 43,380 |
| Thereafter | 146,925 |
| Total amortization expense | $ | 559,951 |
7.LEASES
The Company leases office facilities under noncancelable operating lease agreements. During the period from January 1, 2022 through January 26, 2022 (Predecessor) and January 27, 2022 through June 30, 2022 (Successor), the Company had leases for office facilities in Marina del Rey, California; Bellevue, Washington; and Guelph, Canada.
In March 2021, the Company entered into an agreement for a sublease of office space facility in Marina Del Rey, California. The initial term of the sublease is in effect until November of 2025 with no renewal periods.
The components of lease expense were as follows:
| | | | | | | | | | | | | | | | | | | | |
| Successor | | Successor | | | Predecessor |
| Three Months Ended June 30, 2022 | | Period from January 27, 2022 through June 30, 2022 | | | Period from January 1, 2022 through January 26, 2022 |
| Operating lease cost | $ | 585 | | $ | 982 | | | $ | 142 |
Variable lease costs for operating leases were immaterial for the periods presented above. Operating lease costs were included in Selling, general, and administrative expenses in the accompanying Condensed Consolidated Statements of Operations. Supplemental information related to leases was as follows:
| | | | | |
| Successor |
| As of June 30, 2022 |
| Weighted average remaining lease terms (in years): | |
| Operating leases | 7.2 |
| |
| Weighted average discount rate | 5.3% |
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Dollars in thousands, except for per unit amounts)
Maturities of lease liabilities by fiscal year for the Company's operating leases are as follows as of June 30, 2022 (Successor):
| | | | | |
| Successor |
| As of June 30, 2022 |
| Operating leases: | |
| Remainder of 2022 | $ | 1,240 | |
| 2023 | 2,525 | |
| 2024 | 2,597 | |
| 2025 | 2,252 | |
| 2026 | 285 | |
| Thereafter | 1,588 | |
| Total lease payments | $ | 10,487 | |
| Less: Imputed interest | (1,349) | |
| Present value of operating lease liabilities | $ | 9,138 | |
Rent expense was $571 and $1,062 for the three and six months ended June 30, 2021 (Predecessor), respectively, which was included in Selling, general, and administrative expenses in the accompanying Condensed Consolidated Statements of Operations. As of December 31, 2021 (Predecessor), the expected future operating lease obligation are as follows:
| | | | | |
| Predecessor |
| As of December 31, 2021 |
| Year ending | |
| 2022 | $ | 1,957 | |
| 2023 | $ | 1,950 | |
| 2024 | $ | 1,950 | |
| 2025 | $ | 1,663 | |
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Dollars in thousands, except for per unit amounts)
8.ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
| | | | | | | | | | | | | | |
| Successor | | | Predecessor |
| June 30, 2022 | | | December 31, 2021 |
| Former CEO profit interest | $ | — | | | | $ | 11,132 | |
| Payable to employees | 11,105 | | | | 10,091 | |
| Accrued legal service fees | — | | | | 6,242 | |
| Accrued marketing expenses | 47,649 | | | | 144 | |
| Holdback liability | 1,221 | | | | — | |
| Contingent consideration | 359 | | | | 1,682 | |
| VAT tax liability | 9,970 | | | | — | |
| Accrued tax liability | 7,235 | | | | 361 | |
| Deferred rent | — | | | | 233 | |
| Other liabilities | 20,420 | | | | 1,399 | |
| Accrued expenses and other current liabilities | $ | 97,959 | | | | $ | 31,284 | |
9.DEFERRED REVENUE
Deferred revenue activities for the period January 1, 2021 through December 31, 2021 (Predecessor), January 1, 2022 through January 26, 2022 (Predecessor) and January 27, 2022 (Predecessor) through June 30, 2022 (Successor) are as follows:
| | | | | |
| Deferred Revenue |
| Deferred revenue as of January 1, 2021 (Predecessor) | $ | 1,889 | |
| Additional amounts deferred | 5,116 | |
| Deferred revenue recognized | (5,034) | |
| Deferred revenue as of December 31, 2021 (Predecessor) | $ | 1,971 | |
| | | | | |
| Deferred Revenue |
| Deferred revenue as of January 1, 2022 (Predecessor) | $ | 1,971 | |
| Additions amounts deferred | 620 | |
| Deferred revenue recognized | (309) | |
| Deferred revenue as of January 26, 2022 (Predecessor) | $ | 2,282 | |
| | | | | |
| Deferred Revenue |
| Deferred revenue as of January 27, 2022 (Successor) | $ | — | |
| Additional amounts deferred* | 141,941 | |
| Deferred revenue recognized | (73,573) | |
| Deferred revenue as of June 30, 2022 (Successor) | $ | 68,368 | |
* Of the additional amounts deferred during the period January 27, 2022 through June 30, 2022 (Successor), $61,156 was acquired from the acquisitions.
During the periods January 27, 2022 through June 30, 2022 (Successor), January 1, 2022 through January 26, 2022 (Predecessor), and January 1, 2021 through December 31, 2021 (Predecessor), $0, $309, and $1,889, respectively, of the deferred revenue recognized existed at the beginning of each respective period.
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Dollars in thousands, except for per unit amounts)
We expect to recognize revenue related to the remaining performance obligations within the next twelve months.
10.INCOME TAXES
The Company is the managing member of S1 Holdco and, as a result, consolidates the financial results of S1 Holdco in the consolidated financial statements. S1 Holdco is a pass-through entity for U.S. federal and most applicable state and local income tax purposes. Any taxable income or loss generated by S1 Holdco is passed through to its members, including the Company.
The following table presents the Company’s Income tax (benefit) provision and the effective income tax rate:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Successor | | | Predecessor | | Successor | | | Predecessor |
| (in thousands, except percentages) | Three Months Ended June 30, 2022 | | | Three Months Ended June 30, 2021 | | Period from January 27, 2022 through June 30, 2022 | | | Period from January 1, 2022 through January 26, 2022 | | Six Months Ended June 30, 2021 |
Income tax (benefit) provision | $ | (454) | | | $ | 77 | | $ | (15,103) | | | $ | (629) | | $ | 228 |
| Effective tax rate | 1 | % | | | 1 | % | | 16 | % | | | 2 | % | | 1 | % |
The provision for income taxes differs from the amount of income tax computed by applying the U.S. statutory federal tax rate of 21% to the loss before income taxes due to income (loss) from non-taxable pass-through entities related to non-controlling interests, state taxes, foreign rate differential, non-deductible expenses, outside basis adjustments, and Global Intangible Low-taxed Income.
In assessing the ability to realize deferred tax assets for the period from January 1, 2022, through January 26, 2022 (Predecessor), the period from January 27, 2022, through June 30, 2022 (Successor), and for the six months ended June 30, 2021 (Predecessor), respectively, management considered whether it is more-likely-than-not some portion or all the deferred tax assets will be realized, as prescribed by ASC 740. The ultimate realization of deferred tax assets is primarily dependent upon the generation of future taxable income. Based on the weight of both positive and negative evidence, the Company determined that it was more-likely-than-not that the net deferred tax assets would be realizable, with the exception of Privacy One Group Limited, for which the Company does not anticipate future income. Management cannot conclude that it is more-likely-than-not that the deferred tax assets of Privacy One will be realized. As such, a full valuation allowance has been retained on the net deferred tax assets of Privacy One Group Limited.
The unrecognized tax benefits of $69 relates to R&D tax credits for the period from January 27, 2022, through June 30, 2022 (Successor).
The Company files income tax returns in the U.S. federal, states, and various foreign countries. For U.S. federal income tax purposes, as of June 30, 2022 (Successor), the year 2018 and later tax years remain open for examination by the tax authorities. For foreign income tax purposes, as of June 30, 2022 (Successor), the year 2016 and later tax years remain open for examination by the tax authorities under the Netherland’s five-year statute of limitations.
The Company contributed all the net assets of CouponFollow to a lower entity taxed as a partnership, System1 OpCo, LLC. The contribution qualified as a transaction among or with noncontrolling shareholders, which is accounted for as an equity transaction. As a result, the Company recorded $2,595 to additional paid-in-capital for the tax effects of the contribution with an offsetting entry to deferred tax liability in accordance with ASC 740-20-45-11(c).
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Dollars in thousands, except for per unit amounts)
11.COMMITMENTS AND CONTINGENCIES
Service Agreements
On June 18, 2021, the Company entered into an agreement with a service provider whereby the Company is contractually obligated to pay $6,900 and $8,000 in the first and second years of the contract, respectively. The contract commencement date was July 1, 2021. The Company has paid a total of $7,424 to this service provider as of June 30, 2022 (Successor).
Executive Compensation
Ian Weingarten was hired as CEO of S1 Holdco on April 10, 2019. He was entitled to a cash-settled profits interest of 5% of the value of S1 Holdco, which was contingent upon (i) a participation threshold of $300,000 (which was subject to adjustment as set forth in the S1 Holdco operating agreement) and (ii) on a four-year vesting term, or if a qualifying change in control transaction occurs.
In February 2021, Mr. Weingarten's employment with S1 Holdco was terminated and the parties entered into a separation agreement. In connection with the separation agreement, S1 Holdco agreed to payment of separation pay benefits consistent with the terms of Mr. Weingarten’s employment agreement, including the payment of the liability accrued for the cash-settled profits interest of 5% of S1 Holdco, which was deemed vested as to a 3.75% profits interest and forfeited as to the remaining 1.25% profits interest above the applicable adjusted threshold amount (subject to further increase to a 2.5% profits interest in the event that the Merger was not consummated). S1 Holdco recorded a liability for this arrangement of $11,132 as of December 31, 2021 (Predecessor). In January 2022, in conjunction with the consummation of the Merger, S1 Holdco settled the profits interest liability pursuant to the separation agreement with Mr. Weingarten.
Litigation
The Company is subject to various legal proceedings and claims that arise in the ordinary course of business. The Company believes the ultimate liability, if any, with respect to these actions will not materially affect the consolidated financial position, results of operations, or cash flows reflected in the condensed consolidated financial statements. There can be no assurance, however, that the ultimate resolution of such actions will not materially or adversely affect the Company’s condensed consolidated financial position, results of operations, or cash flows. The Company accrues for losses when the loss is deemed probable and the liability can reasonably be estimated.
In July 2021, the Company received initial correspondence from counsel for a United Kingdom-based marketing research company and its United States subsidiary (collectively, the “Demanding Group”) alleging trademark infringement (i) based on its use of the “SYSTEM1” trade name and mark in the United States, and (ii) subsequently based on its use of the “SYSTEM1” trade name and mark in the United Kingdom. The correspondence demanded that we cease and desist from using the “SYSTEM1” name and mark, and made reference to potential legal action if we did not comply with that demand. While the Company was engaged in active discussions and correspondence with the Demanding Group to attempt to resolve the matter, the Demanding Group filed a lawsuit in the United States District Court for the Southern District of New York in September 2021 (the “Infringement Suit”), alleging (i) trademark infringement, (ii) false designation of origin, (iii) unfair competition and (iv) certain violations of New York business laws, seeking, among other things, an injunction, disgorgement of profits, actual damages and attorneys’ fees and costs. The Company believes that the Demanding Group’s infringement and other allegations and claims set forth in the Infringement Suit may be subject to a laches defense, among other defenses, and the Company intends to vigorously defend its rights and position in the Infringement Suit. The matter is currently pending. The Company filed a motion to dismiss the Infringement Suit in November 2021, and the parties are waiting for the court to rule on the pending motion. Even though the Company received similar correspondence from the Demanding Group regarding its alleged infringing use of the SYSTEM1 trade name and mark in the United
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Dollars in thousands, except for per unit amounts)
Kingdom, no lawsuit has been filed in the United Kingdom. The Company does not believe that its activities infringe any rights of the Demanding Group in the United Kingdom because, among other defenses, the Company does not actively offer services to customers using the SYSTEM1 trade name and mark in the United Kingdom. The Company’s counsel has informed the Demanding Group’s UK counsel of these circumstances, and the Demanding Group’s UK counsel confirmed receipt of this correspondence, and the parties have not shared any further meaningful correspondence with respect to the Demanding Group’s allegations of infringing use in the United Kingdom.
Indemnifications
In the ordinary course of business, the Company may provide indemnifications of varying scope and terms to customers, vendors, lessors, investors, directors, officers, employees, and other parties with respect to certain matters, including, but not limited to, losses arising out of the Company’s breach of such agreements, services to be provided by the Company, or from intellectual property infringement claims made by third parties. These indemnifications may survive termination of the underlying agreement and the maximum potential amount of future payments the Company could be required to make under these indemnification provisions may not be subject to claims related to these indemnifications. As a result, the Company believes the estimated fair value of these agreements was immaterial. Accordingly, the Company has no liabilities recorded for these agreements as of June 30, 2022 (Successor) or December 31, 2021 (Predecessor), respectively.
12.DEBT
As of December 31, 2021 (Predecessor), S1 Holdco had principal of $172,038 outstanding under a term loan secured from Cerberus Business Finance, LLC. Amortization payments of $1,750 were due quarterly and, upon delivery of the prior year’s audited consolidated financial statements, S1 Holdco was required to make a payment of 50% of excess free cash flow, as defined. S1 Holdco also had a $20,000 revolving line of credit, and no amounts were outstanding as of December 31, 2021 under this revolving line of credit.
Interest payments on the secured financing were due monthly at London InterBank Offered Rate (“LIBOR”), plus 7% with a LIBOR floor of 1%. Maturity for the secured financing was August 22, 2022. The facility had certain financial and nonfinancial covenants, including a leverage ratio.
In connection with the Merger disclosed in Note 3, Orchid Merger Sub II LLC (a subsidiary of S1 Holdco) entered into a new loan (“Term Loan”) and revolving facility (“Revolving Facility”) on January 27, 2022, providing for a 5.5 year term loan with a principal balance of $400,000 and with the net proceeds of $376,000, of which a portion of the proceeds were used by S1 Holdco, to settle the outstanding debt of $172,038 with Cerberus Business Finance, LLC. The Revolving Facility was for $50,000.
For every interest period, the interest rate on the Term Loan is the adjusted Term Secured Overnight Financing Rate (“Term SOFR”) plus 4.75% with an adjusted Term SOFR floor of 0.50%. The Term Loan will amortize in quarterly installments on each scheduled payment date (commencing with the scheduled payment date occurring on June 30, 2022). The new loan comes with a springing covenant, which goes into effect if the utilization on the Revolving Facility exceeds 35% of the $50,000 Revolving Facility at each quarter-end starting from the first full quarter after the effective date of the Merger, such that the first lien leverage ratio (as defined in the credit agreement) should not exceed 5.40. The facility had certain financial and nonfinancial covenants, including a leverage ratio. The facility also requires that the Company delivers its consolidated financial report to its lender within 120 days of its fiscal year end, being December 31. Should the Company fail to distribute the financial report to its lender within 120 days, it is allowed an additional 30 days to cure. For the period covering June 30, 2022 through and including December 31, 2025, $5,000 of the amortization payment will be made quarterly. For March 31, 2026 (scheduled payment date) and thereafter, $7,500 of the amortization payment will be made quarterly.
The Revolving Facility will mature five years after the closing date. The interest rate on the Revolving Facility is the adjusted Term SOFR plus 2.75% with an adjusted Term SOFR floor of 0%. In March 2022, the Company borrowed
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Dollars in thousands, except for per unit amounts)
$49,000 under its Revolving Facility principally for funding of the cash portion of the purchase price consideration for the CouponFollow acquisition. As of June 30, 2022 (Successor), this amount is outstanding.
As of June 30, 2022, future minimum principal payments on long-term debt are as follows:
| | | | | |
| Successor |
| As of June 30, 2022 |
| Remainder for 2022 | $ | 10,000 | |
| 2023 | $ | 20,000 | |
| 2024 | $ | 20,000 | |
| 2025 | $ | 20,000 | |
| 2026 | $ | 30,000 | |
| 2027 | $ | 344,000 | |
| Total future minimum principal payment | $ | 444,000 | |
| Less: current portion | $ | (20,000) | |
| Long-term portion | $ | 424,000 | |
Loan fees amounting to $1,197 have been offset against the loan balance.
As of June 1, 2023, the Company had not delivered audited financial statements for the fiscal year ended December 31, 2022 to Bank of America as required by the covenants of the Term Loan. The failure to timely deliver the audited financial statements is an event of default under the Term Loan and provides Bank of America the ability to immediately call the outstanding principal balances of the Term Loan and Revolving Facility of $430,000, as of the date of this filing, at the request of, or with the consent of, the required majority of lenders until such time that the audited financial statements are delivered to Bank of America. The Company does not have sufficient liquidity to settle the outstanding principal balances should they be called, nor has the Company identified sufficient alternative sources of capital. As a result, this matter raises substantial doubt about the Company’s ability to continue as a going concern. Upon delivery of the audited financial statements by the Company, the event of default will be remediated and, once remediated, Bank of America will no longer have the ability to call the outstanding principal balances on the Term Loan and Revolving Facility.
2023 Revolving Note
On April 10, 2023, Orchid Merger Sub II, LLC (“Orchid Sub”), a wholly-owned subsidiary of the Company, entered into a $20,000 Revolving Note (the “2023 Revolving Note”) with Lone Star Friends Trust (acting by and through its trustee, Stanley Blend, “Lone Star”) and CEE Holding Trust (acting by and through its trustee, Jackson Hole Trust Company, “CEE”, and together with Lone Star, collectively, the “Lenders” and each, a “Lender”), which are trusts established for the benefit of Michael Blend (Chief Executive Officer, co-founder and stockholder) and Charles Ursini (co-founder and stockholder), respectively, in a private transaction approved by the independent and non-interested members of the Company’s Board of Directors (the “Board”). Each Lender provided a $10,000 commitment for an aggregate principal of $20,000 under the 2023 Revolving Note to Orchid Sub on a several but not joint basis (each, a “Commitment” and, collectively, the “Commitments”).
Any borrowed loan amounts outstanding under the 2023 Revolving Note accrue interest at the rate per annum equal to the Secured Overnight Financing Rate (“SOFR”) as administered by the Federal Reserve Bank of New York plus 3.15%. Orchid Sub may borrow amounts under the 2023 Revolving Note in increments of $100, and may prepay any amounts borrowed at any time without penalty or interest (other than applicable breakage costs, if any). The Company may borrow up to its commitment amount, and may reuse the loan again after the balance has been paid down. The final maturity date under the 2023 Revolving Note is July 10, 2024. The Lenders are also entitled to (i) an unused commitment fee equal to 1.0% per annum of the actual daily amount of total unfunded Commitments
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Dollars in thousands, except for per unit amounts)
under the 2023 Revolving Note during the period from the closing date to the maturity date, payable quarterly in arrears and (ii) a closing fee equal to 12.0% of each Lender’s Commitment under the 2023 Revolving Note, payable within 180 days of April 10, 2023. In addition, Orchid Sub agreed to reimburse the Lenders for their reasonable and documented costs expenses incurred in connection with the negotiation, documentation and execution of the 2023 Revolving Note. As of the date of this filing, the available balance under the 2023 Revolving Note was $15,000.
13.WARRANTS
In June 2020, the Company issued Public Warrants and Private Placement Warrants in conjunction with the initial public offering of Trebia. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants became exercisable on April 18, 2022, when the S-1/A registration statement, which was required to be filed under the terms of the Warrant Agreement and the Business Combination Agreement, was declared effective. The Public Warrants will expire five years from the completion of the Merger, or earlier upon redemption or liquidation.
The Company is not obligated to deliver any shares of Class A common stock pursuant to the exercise of a Public Warrants and has no obligation to settle such Public Warrants exercises unless a registration statement under the Securities Act with respect to the Class A common stock underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. Warrants are exercisable and the Company is obligated to issue a share of Class A common stock upon exercise of each Warrant, as the Warrants have been registered with the SEC.
The Company is obligated to use its commercially reasonable efforts to maintain the effectiveness of a registration statement for the registration, under the Securities Act, of the Class A common stock issuable upon exercise of the Warrants, and a current prospectus relating thereto, until the expiration or redemption of the Warrants in accordance with the provisions of the Warrant Agreement. If the effectiveness of a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the Warrants is not maintained, Warrant holders may exercise Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. In addition, if the Company's Class A common stock is, at the time of any exercise of a Warrant, not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of the Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company elects to do so, the Company will not be required to file or maintain in effect a registration statement, but it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering the Public Warrants for that number of shares of Class A common stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the Public Warrants, multiplied the excess of the “fair market value” less the exercise price of the Public Warrants by (y) the fair market value and (B) 0.361. The “fair market value” shall mean the volume weighted average price of the Class A common stock for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent.
Redemption of Warrants when the Price per Class A common stock equals or exceeds $18.00 —Once the Warrants become exercisable, the Company may redeem the outstanding Public Warrants:
● in whole and not in part;
● at a price of $0.01 per Public Warrant;
● upon not less than 30 days’ prior written notice of redemption to each warrant holder and
● if, and only if, the last reported sale price of the Class A common stock for any 20 trading days within a 30-trading day period ending three business days before sending the notice of redemption to warrant holders
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Dollars in thousands, except for per unit amounts)
(the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like).
If and when the Warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. However, the Company will not redeem the Warrants unless an effective registration statement under the Securities Act covering the underlying shares of Class A common stock issuable upon exercise of the Warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period.
Redemption of Warrants When the Price per Class A common stock equals or exceeds $18.00 —Once the Warrants become exercisable, the Company may redeem the outstanding Warrants:
● in whole and not in part;
● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the report on Form 10-K for the year ended December 31, 2021 filed on March 31, 2022, based on the redemption date and the “fair market value” of the Class A common stock;
● if, and only if, the Reference Value (as defined in the above under “Redemption of Warrants When the Price per Class A common stock Equals or Exceeds $18.00”) equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like); and
● if the Reference Value is less than $18.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) the Private Placement Warrants must also be concurrently -called for redemption on the same terms (except as described below with respect to a holder’s ability to cashless exercise its warrants) as the outstanding Public Warrants, as described above.
The exercise price and number of common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants.
The Private Placement Warrants were identical to the Public Warrants underlying the units sold in the initial public offering of Trebia, except that (x) the Private Placement Warrants and the shares of Class A common stock issuable upon the exercise of the Private Placement Warrants were not transferable, assignable or salable until 30 days after the completion of the Merger, subject to certain limited exceptions, (y) the Private Placement Warrants were exercised on a cashless basis. There are no outstanding Private Placement Warrants as of June 30, 2022 (Successor).
The Public and Private Placement Warrants are accounted for as liabilities and marked-to-market at each reporting period, with changes in fair value included as change in fair value of warrant liabilities in the Condensed Consolidated Statements of Operations.
In April 2022, the Private Placement Warrant holders exercised their Warrants on a cashless basis in exchange for 3,532 shares of the Company's Class A common stock. Additionally, during the three months ended June 30, 2022, Public Warrant holders exercised 437 warrants on a cash basis resulting in total proceeds paid to the Company of $5,028. The total outstanding Public Warrants as of June 30, 2022 was 16,813.
14.FAIR VALUE MEASUREMENT
The following tables present the Company’s fair value hierarchy for liabilities measured at fair value on a recurring basis as of June 30, 2022 (Successor) and December 31, 2021 (Predecessor):
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Dollars in thousands, except for per unit amounts)
| | | | | | | | | | | | | | | | | |
| June 30, 2022 (Successor) |
| Level 1 | | Level 3 | | Total |
| Warrant liabilities: | | | | | |
| Public warrants | $ | 13,669 | | | $ | — | | | $ | 13,669 | |
| | | | | |
| Contingent consideration | — | | | 568 | | | 568 | |
| | | | | |
| Grand total | $ | 13,669 | | | $ | 568 | | | $ | 14,237 | |
| | | | | | | | | | | |
| December 31, 2021 (Predecessor) |
| Level 3 | | Total |
| Former CEO equity interest | 11,132 | | | 11,132 | |
| Contingent consideration | 1,682 | | | 1,682 | |
| | | |
| Grand total | $ | 12,814 | | | $ | 12,814 | |
The fair value of the Public Warrants has been estimated using the Public Warrants’ quoted market price. The fair value of the Private Placement Warrants was estimated using the Public Warrants’ quoted market price.
The fair value of the former CEO of S1 Holdco's equity profits interest was determined with an option pricing model and utilizing significant unobservable inputs for a discount for lack of marketability and projected financial information. The fair value contingent consideration was determined with an option pricing model and contains significant unobservable inputs for projected financial information.
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Dollars in thousands, except for per unit amounts)
Changes in estimated fair value of Level 1, 2 and 3 financial liabilities for the period from January 1, 2022 through January 26, 2022 (Predecessor), the period from January 27, 2022 through June 30, 2022 (Successor), and for the six months ended June 30, 2021 (Predecessor), respectively, are as follows:
| | | | | | | | | | | | | | | | | |
| Former CEO equity profits interest* | | Contingent consideration | | Warrant liability |
| Fair value of liabilities at December 31, 2020 (Predecessor) | $ | 4,236 | | | $ | 8,240 | | | |
| Settlements | — | | | (6,715) | | | |
| Change in fair value | 4,238 | | | 94 | | | |
| Fair value of liabilities at June 30, 2021 (Predecessor) | $ | 8,474 | | | $ | 1,619 | | | |
| | | | | |
| Fair value of liabilities at December 31, 2021 (Predecessor) and January 26, 2022 (Predecessor) | $ | 11,132 | | | $ | 1,682 | | | |
| | | | | |
| Fair value of liabilities at January 27, 2022 (Successor) | | | $ | 1,682 | | | $ | 27,012 | |
| Additions | | | 573 | | | — | |
| Change in fair value | | | — | | | 13,761 | |
| Fair value of liabilities at March 31, 2022 (Successor) | | | 2,255 | | | 40,773 | |
| Settlements | | | (1,715) | | | (22,965) | |
| Change in fair value | | | 28 | | | (4,139) | |
| Fair value of liabilities at June 30, 2022 (Successor) | | | $ | 568 | | | $ | 13,669 | |
*Former CEO equity profits interest as further described in executive compensation Note 11.
The total impact of the changes in fair values related to contingent consideration and the former CEO of S1 Holdco's equity profits interest are included in Selling, general and administrative expenses, and Salaries, commissions and benefits, respectively in the Condensed Consolidated Statements of Operations. There were no transfers in or out of levels during the period January 1, 2022 through January 26, 2022 (Predecessor), the period January 27, 2022 through June 30, 2022 (Successor), or for the six months ended June 30, 2021 (Predecessor).
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Dollars in thousands, except for per unit amounts)
15.NET INCOME (LOSS) PER SHARE
For the three months ended June 30, 2021 (Predecessor), the period from January 1, 2022 through January 26, 2022 (Predecessor), and for the six months ended June 30, 2021 (Predecessor), the basic net income (loss) per unit attributable to members was calculated by dividing the net income (loss) attributable to common equity holders by the weighted-average number of membership units. For the three months ended June 30, 2022 (Successor) and the period from January 27, 2022 through June 30, 2022 (Successor), the basic net loss per share was calculated by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding. Diluted net income (loss) per share gives effect to all potentially dilutive shares. Basic and diluted net income (loss) per share was calculated as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three-Month Period | | Six-Month Period |
| Successor | | | Predecessor | | Successor | | | Predecessor |
| Three Months Ended June 30, 2022 | | | Three Months Ended June 30, 2021 | | Period from January 27, 2022 through June 30, 2022 | | | Period from January 1, 2022 through January 26, 2022 | | Six Months Ended June 30, 2021 |
| Net loss per share: | | | | | | | | | | | |
| Basic | $ | (0.29) | | | | n/a | | $ | (0.71) | | | | n/a | | n/a |
| Diluted | (0.33) | | | | n/a | | n/a | | | n/a | | n/a |
| Numerator: | | | | | | | | | | | |
| Net loss attributable to System1, Inc. | (25,737) | | | | n/a | | $ | (61,806) | | | | n/a | | n/a |
| Change in fair value of warrant liabilities | (4,139) | | | | n/a | | n/a | | | n/a | | n/a |
| Net loss used in diluted computation | $ | (29,876) | | | | n/a | | n/a | | | n/a | | n/a |
| Denominator: | | | | | | | | | | | |
| Weighted-average common shares outstanding used in computing basic net loss per share | 89,701 | | | | n/a | | 86,840 | | | | n/a | | n/a |
| Adjustment for incremental shares from applying treasury stock method | 1,481 | | | | n/a | | n/a | | | n/a | | n/a |
| Weighted-average common shares outstanding used in computing diluted net loss per share | 91,182 | | | | n/a | | n/a | | | n/a | | n/a |
| | | | | | | | | | | |
| Basic and diluted net income (loss) per unit | n/a | | | $ | 0.57 | | | n/a | | | $ | (1.81) | | | $ | 0.90 | |
| Numerator: | | | | | | | | | | | |
| Net income (loss) | n/a | | | 11,772 | | | n/a | | | (37,061) | | | 18,515 | |
| Denominator: | | | | | | | | | | | |
Weighted-average membership units outstanding - basic
and diluted (units in thousands) | n/a | | | 20,488 | | | n/a | | | 20,488 | | | 20,488 | |
| | | | | | | | | | | |
Shares of Class C common stock, warrants, and RSUs outstanding for the period January 27, 2022 through June 30, 2022 (Successor) are considered potentially dilutive of the shares of Class A common stock under the application of the treasury stock method, and are included in the computation of diluted loss per share, except when the effect would be anti-dilutive. For the periods presented in the table above, a total of 22,077 shares of Class C common stock were excluded from the computation of net loss per share as the impact was anti-dilutive.
16.SEGMENT REPORTING
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Dollars in thousands, except for per unit amounts)
ASC 280-10, Segment Reporting, establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), in deciding how to allocate resources and assess performance. System1’s Chief Executive Officer, who is considered to be its CODM, reviews financial information presented on an operating segment basis for purposes of making operating decisions and assessing financial performance.
The CODM measures and evaluates reportable segments based on segment operating revenues as well as adjusted gross profit and other measures. The Company defines and calculates adjusted gross profit as revenue less advertising expense and agency fees to acquire users (refer to Note 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES), as well as content, publishing, domain name registration costs, licensing costs to provide mapping services to Mapquest.com, credit card processing fees, and licensing costs related to the antivirus and other software available via APIs for sale and distribution of its SaaS products to end customers. The Company excludes the following items from segment adjusted gross profit: depreciation and amortization of property, equipment and leasehold improvements, amortization of intangible assets and, at times, certain other transactions or adjustments, that the CODM does not consider for the purposes of making decisions to allocate resources among segments or to assess segment performance. Although these amounts are excluded from segment adjusted gross profit, they are included in reported consolidated net income from operations before income tax and are included in the reconciliation that follows.
The Company’s computation of segment adjusted gross profit may not be comparable to other similarly-titled measures computed by other companies because all companies do not calculate segment Adjusted Gross Profit in the same fashion.
Operating segments do not sell products and services across segments, and, accordingly, there are no intersegment revenues to be reported. The accounting policies for segment reporting are the same as for System1 as a whole.
The CODM of the Company reviews operating results, assesses performance and makes decisions by operating segment. Management views each of the Company’s business lines as an operating segment. The Company has four business lines and operating segments: Publishing and Lead Generation, Search & Applications, Partner Network, and Subscription.
The Publishing and Lead Generation and Search & Applications operating segments are aggregated into one reportable segment, referred to as Owned and Operated, based on their similar economic characteristics, technology platform utilized, types of services provided, Advertising Partners, and cost structures. The Company has three reportable segments: Owned and Operated, Partner Network and Subscription.
The following summarizes revenue by reportable segments:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three-Month Period | | Six-Month Period |
| Successor | | | Predecessor | | Successor | | | Predecessor |
| Three Months Ended June 30, 2022 | | | Three Months Ended June 30, 2021 | | Period from January 27, 2022 through June 30, 2022 | | | Period from January 1, 2022 through January 26, 2022 | | Six Months Ended June 30, 2021 |
| Owned and Operated | $ | 157,952 | | | | $ | 160,816 | | | $ | 284,836 | | | | $ | 49,249 | | | $ | 300,242 | |
| Partner Network | 19,077 | | | | 8,763 | | | 30,427 | | | | 3,463 | | | 16,898 | |
| Subscription | 42,768 | | | | — | | | 70,642 | | | | — | | | — | |
| Total revenue | $ | 219,797 | | | | $ | 169,579 | | | $ | 385,905 | | | | $ | 52,712 | | | $ | 317,140 | |
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Dollars in thousands, except for per unit amounts)
The following summarizes adjusted gross profit by reportable segments:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Successor | | | Predecessor | | Successor | | | Predecessor |
| Three Months Ended June 30, 2022 | | | Three Months Ended June 30, 2021 | | Period from January 27, 2022 through June 30, 2022 | | | Period from January 1, 2022 through January 26, 2022 | | Six Months Ended June 30, 2021 |
| Owned and Operated | $ | 36,799 | | | | $ | 37,572 | | | $ | 66,217 | | | | $ | 8,768 | | | $ | 69,700 | |
| Partner Network | 13,908 | | | | 8,763 | | | 22,321 | | | | 3,012 | | | 16,898 | |
| Subscription | 22,890 | | | | — | | | 35,537 | | | | — | | | — | |
| Adjusted gross profit | $ | 73,597 | | | | $ | 46,335 | | | $ | 124,075 | | | | $ | 11,780 | | | $ | 86,598 | |
| Other cost of revenues | 6,358 | | | | 2,923 | | | 11,112 | | | | 575 | | | 6,410 | |
| Salaries, commissions and benefits | 49,511 | | | | 17,698 | | | 97,709 | | | | 31,181 | | | 32,893 | |
| Selling, general and administrative | 16,747 | | | | 6,277 | | | 31,835 | | | | 15,665 | | | 13,227 | |
| Depreciation and amortization | 32,094 | | | | 3,112 | | | 54,022 | | | | 1,000 | | | 6,801 | |
| Interest expense | 7,324 | | | | 4,476 | | | 12,100 | | | | 1,049 | | | 8,524 | |
| Change in fair value of warrant liabilities | (4,139) | | | | — | | | 9,622 | | | | — | | | — | |
| Net income (loss) before income tax | $ | (34,298) | | | | $ | 11,849 | | | $ | (92,325) | | | | $ | (37,690) | | | $ | 18,743 | |
The following table presents the revenues disaggregated by geographic region.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three-Month Period | | Six-Month Period |
| Successor | | | Predecessor | | Successor | | | Predecessor |
| Three Months Ended June 30, 2022 | | | Three Months Ended June 30, 2021 | | Period from January 27, 2022 through June 30, 2022 | | | Period from January 1, 2022 through January 26, 2022 | | Six Months Ended June 30, 2021 |
| Geographic Region | | | | | | | | | | | |
| United States | $ | 167,872 | | | | $ | 163,072 | | | $ | 302,480 | | | | $ | 51,701 | | | $ | 307,630 | |
| United Kingdom | 42,924 | | | | 168 | | | 70,643 | | | | — | | | 169 | |
| Other international | 9,001 | | | | 6,339 | | | 12,782 | | | | 1,011 | | | 9,341 | |
| Total revenue | $ | 219,797 | | | | $ | 169,579 | | | $ | 385,905 | | | | $ | 52,712 | | | $ | 317,140 | |
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Dollars in thousands, except for per unit amounts)
17.RELATED-PARTY TRANSACTIONS
On October 16, 2018, S1 Holdco and its subsidiaries purchased a 50.1% interest in a UK-based company, Protected.net Group Ltd., for $55,000. At the time of the transaction, an investment vehicle known as Lone Investment Holdings (LIH) was a shareholder and creditor of Protected. LIH owned 7.7% of the equity of Protected, and also was a creditor for $10,500, with respect to shareholder loans for which Protected was the obligor. LIH’s shareholders primarily consist of members of the Company’s management team. As a result of the Merger, LIH’s shareholder loan to Protected was repaid, with interest, and LIH also received $1,158 in proceeds from the sale of its equity.
Additionally, during 2021, S1 Holdco extended a loan of $1,500 to its former CEO in connection with his separation agreement. In January 2022, in conjunction with the consummation of the Merger, the loan was repaid in full.
Protected utilizes multiple payment processors in order to process credit card payments from its subscription customers, including Paysafe Financial Services Limited (“Paysafe”). Paysafe recently completed a merger with Foley Trasimene Acquisition Corp. II, a special purpose acquisition company sponsored by entities affiliated with William Foley, who was also a sponsor of Trebia Acquisition Corp. and a member of the Company’s Board of Directors. Protected’s payment processing agreement with Paysafe was negotiated before the announcements of both (i) the Merger as well as (ii) the business combination between Paysafe and Foley Trasimene. The amount due from Paysafe was $1,347 as of June 30, 2022 (Successor).
The Company has agreements with JDI Property Holdings Limited (“JDI”), an entity controlled by a director of the Company, which allows for the Company to occupy desks at JDI’s property in such a place as JDI specifies from time to time in exchange for GBP 42 per month. The agreements with JDI expire on October 31, 2026.
Additionally, the Company utilizes a JDI credit card and the Company reimburses JDI monthly. As of June 30, 2022 (Successor), the Company owes $149 to JDI.
18.SHARE-BASED PAYMENTS
Pursuant to the Merger, the Company is required to replace certain profits interests awards with restricted stock units (“RSUs”) in System 1 (the “Replacement Awards”). The Replacement Awards will continue to vest over the original vesting schedule of the original underlying awards. The Company recognized a total stock-based compensation expense of $23,705 upon the Merger transaction during the period January 1, 2022 through January 26, 2022 (Predecessor). Subsequent to the Merger, the remaining amount of $30,724 will be amortized over the weighted average period of 2.3 years. The Company recognized stock-based compensation expense of $15,547 under these awards during the period January 27, 2022 through June 30, 2022 (Successor). The unrecognized stock-based compensation expense associated with these unvested Replacement Awards at June 30, 2022 was $21,241.
In addition to the Replacement Awards, the Company issued 1,450 Class D shares that were exchanged for 1,450 Trebia's legacy shares, in a like for like transaction ("Sponsor RSAs"). The founders of S1 Holdco and Protected were also issued with 1,450 Class D shares ("Seller RSUs"). The Sponsor RSAs and Seller RSUs vested if the Company’s common stock traded at a VWAP equal or exceeding $12.50 per share for any 20 trading days within a 30 trading day period. When the VWAP of the Company’s common stock price exceeded the threshold in March 2022 the Sponsor RSAs and Seller RSUs vested, and the Company recorded their conversion from Class D common stock to Class A common stock on its Condensed Consolidated Statements of Changes in Stockholders' Equity. The Company also recorded $12,745 in stock-based compensation expense associated with the vesting of the Seller RSUs during the period January 27, 2022 through March 31, 2022 (Successor). Since these Sponsor RSAs and Seller RSUs had a market condition to vest, the Company estimated the fair values of these market-based RSUs and RSAs using a Monte Carlo simulation.
The key assumptions used to determine the fair value of these market-based RSUs and RSAs were as follows:
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Dollars in thousands, except for per unit amounts)
| | | | | |
| Inputs | |
| Risk-free interest rate | 1.6 | % |
| Expected stock price volatility | 50.0 | % |
| Cost of equity | 23.6 | % |
| Expected term (years) | 5 |
| Fair Value of Class A Common Stock | $ | 10.00 |
The Company recorded $7,706 in stock-based compensation expense for Sponsor Promote Shares during the period January 27, 2022 through March 31, 2022 (Successor).
The Company recorded the following total share-based compensation expense for the periods presented:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Successor | | | Predecessor | | Successor | | | Predecessor |
| Three Months Ended June 30, 2022 | | | Three Months Ended June 30, 2021 | | Period from January 27, 2022 through June 30, 2022 | | | Period from January 1, 2022 through January 26, 2022 | s | Six Months Ended June 30, 2021 |
| Share-based compensation expense | $ | 25,168 | | | | $ | 120 | | | $ | 57,470 | | | | $ | 23,705 | | | $ | 266 | |
On April 27, 2022, the Company registered the System1, Inc. 2022 Incentive Award Plan ("Award Plan”). On May 10, 2022, the Company’s Board of Directors authorized the issuance of 1,900 replacement RSU’s in connection with S1 Holdco unvested value creation units at the time of the Merger as required per the Business Combination Agreement and 4,900 RSUs from the authorized Award Plan pool of shares (as defined in the Award Plan).
Protected.net Incentive Plan
In connection with the Merger and acquisition of Protected.net described in Note 3, which was consummated on January 26, 2022, the Company effected an incentive plan for eligible recipients as defined in the Business Combination Agreement (see Note 3), which may include employees and non-employees, including the Protected CEO, totaling up to $100,000 payable in fully-vested shares of the Company’s Class A Common Stock. As defined in the Business Combination Agreement, if the Protected business exceeds last twelve months (“LTM”) Cash EBITDA (as defined in the Business Combination Agreement) of $55,000 on or prior to December 31, 2023, a pool of $50,000 payable in fully-vested shares of the Company’s Class A Common Stock (the “2023 Award”) shall be allocated to eligible recipients as of December 31, 2023. Shares under the 2023 Award will be issued to eligible recipients within 30 days of December 31, 2023. Further, if the Protected business exceeds LTM Cash EBITDA (as defined in the Business Combination Agreement) of $65,000 on or prior to December 31, 2024, a separate pool of $50,000 payable in fully-vested shares of the Company’s Class A Common Stock (the “2024 Award") shall be allocated to eligible recipients as of December 31, 2024. Shares under the 2024 Award will be issued to eligible recipients within 30 days of December 31, 2024. The number of shares payable under the 2023 and 2024 Awards will be determined based on the volume-weighted average price of the Company’s Class A Common Stock over the 20 consecutive trading days preceding the 5 trading days prior to settlement. The distribution of shares to eligible recipients for both the 2023 and 2024 Awards shall be at the sole discretion of the Protected CEO, or the System1, Inc. Board if the Protected CEO is no longer employed by the Company.
As of June 30, 2022, although neither of the LTM Cash EBITDA targets for the 2023 Award and 2024 Award were met, the Company determined that they were both probable of achievement, and accordingly, it recorded a portion of the $100,000 payable for these awards, within salaries, commissions, and benefits on the Consolidated Statement of
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Dollars in thousands, except for per unit amounts)
Operations for the three months ended June 30, 2022. As of June 30, 2022, $18,163 of stock-based compensation has been recorded as a liability for these awards within “Protected Incentive Plan Liability”. The remaining liability for these awards will be recorded over the remaining service period to the extent that management determines that the achievement of the LTM Cash EBITDA targets and issuance of the Series A common stock is considered probable.
CouponFollow Incentive Plan
In connection with the acquisition of CouponFollow described in Note 4, which was consummated on March 4, 2022, the Company approved and adopted the CouponFollow Incentive Plan, which includes CouponFollow’s key employees, including CouponFollow’s founder (“Principal Participant” and together collectively the “Participants”). The CouponFollow Incentive Plan provides for total payments of $35,000 payable at the Company’s option in cash or in fully-vested shares of the Company’s Class A common stock, consisting of a fixed amount of $10,000 and contingent amounts of $25,000, which can be earned over a three calendar year period between each January 1 to December 31 of 2022, 2023 and 2024 (each a “Performance Period” and collectively, the “Performance Periods”). In order to receive any payments under the CouponFollow Incentive Plan, the Participants must maintain continuous employment through the last day of each Performance Period to be eligible for the following earnout payment amounts (with the exception of the Principal Participant who is still eligible if terminated without cause or if he terminates his employment for good reason) in the amounts and at the times set forth below:
•Fixed Amount. Over the course of the Performance Periods, the Company shall pay to each of the employed eligible Participants a total of $10,000 (the “Fixed Amount”) in three substantially equal pro rata installment payments (as set forth in each Participant’s applicable award agreement) within 60 days of the end of each Performance Period.
•Tier 1 Target. If, during any of the Performance Periods, the CouponFollow business achieves the first tier TTM EBITDA (as defined in the CouponFollow Incentive Plan) for the first time (the “Tier 1 Target”), the Company will pay a total of $10,000 (the “Tier 1 Amount”) in substantially equal pro rata amounts (as set forth in each Participant’s applicable award agreement) at the times in the table set forth below.
•Tier 2 Target. If, during any of the Performance Periods, the CouponFollow business achieves the second tier TTM EBITDA for the first time (the “Tier 2 Target”), the Company will pay an additional $7,500 (the “Tier 2 Amount”) in substantially equal pro rata amounts (as set forth in each Participant’s applicable award agreement) at the times in the table set forth below.
•Tier 3 Target. If, during any of the Performance Periods, the CouponFollow business achieves the third tier TTM EBITDA for the first time (the “Tier 3 Target” and together with the Tier 1 Target and Tier 2 Target, collectively the “Targets”), the Company will pay an additional $7,500 (the “Tier 3 Amount” and together with the Tier 1 Amount and the Tier 2 Amount, collectively the “Tier Amounts”) in substantially equal pro rata amounts (as set forth in each Participant’s applicable award agreement) at the times in the table set forth below.
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Dollars in thousands, except for per unit amounts)
• | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Performance Period* | | Fixed Amount | | Tier 1 Amount** | | Tier 2 Amount** | | Tier 3 Amount** | | Total Maximum Payment per Performance Period |
| Dec. 31, 2022 | | $ | 3,333 | | | $ | 3,333 | | | $ | — | | | $ | — | | | $ | 6,666 | |
| Dec. 31, 2023 | | 3,333 | | | 3,333 | | | 3,750 | | | — | | | 10,416 | |
| Dec. 31, 2024 | | 3,334 | | | 3,334 | | | 3,750 | | | 7,500 | | | 17,918 | |
| | $ | 10,000 | | | $ | 10,000 | | | $ | 7,500 | | | $ | 7,500 | | | $ | 35,000 | |
| | | | | | | | | | |
*Payments for each applicable Performance Period are paid within 60 calendar days of the end of the applicable Performance Period. |
| | | | | | | | | | |
| **If the Tier 1 Amount is not achieved in the first Performance Period but is achieved in the second Performance Period, the Tier 1 Amount for the first Performance Period shall be paid out at the end of the second Performance Period and if achieved in the third Performance period the full amount will be paid at the end of the third Performance Period. If the Tier 2 Amount is not achieved in the second Performance Period but is achieved in the third Performance Period, the Tier 2 Amount will be paid at the end of the third Performance Period. If the Tier 2 Amount or the Tier 3 Amount is achieved in the first Performance Period, such Tier Amounts shall be paid as noted in the table above. |
If a Participant’s continued employment is terminated prior to applicable payment date(s), with the exception of the Principal Participant as discussed above, the Company will reverse all prior liabilities for their pro rata share of any Tier Amounts associated with that Participant. If the Company elects to settle the payment obligations with respect to any Tier Amount in shares of the Company’s Class A common stock, the number of shares payable under the CouponFollow Incentive Plan will be determined based on the VWAP of the Company’s Class A common stock over the 30 trading day period immediately preceding the respective settlement date, but in any event, shall be capped at 4,667 shares of the Company’s Class A common stock in the aggregate. Any amount over the maximum number of shares is to be settled in cash.
As of June 30, 2022, the Company has determined that it was not probable that the CouponFollow business would achieve any of the Targets during the Performance Periods, and accordingly, it did not record a liability for any of the Tier Amounts set forth in the CouponFollow Incentive Plan. During the three and six months ended June 30, 2022, the Company recognized $1,001 and $1,309, respectively, for the Fixed Amount, within Salaries, commissions, and benefits on the condensed consolidated statements of operations.
19.SUBSEQUENT EVENT
In August 2022, the Company's Board of Directors authorized up to $25,000 for the repurchase of its Class A Common Stock and Public Warrants.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
SYSTEM1 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of the financial condition and results of operations of System1 should be read together with our unaudited condensed consolidated financial statements and related notes included elsewhere in this Form 10-Q/A. The following discussion and analysis should also be read together with the section entitled “Organization and description of business” as of June 30, 2022 (Successor) and for the period from January 1, 2022 through January 26, 2022 (Predecessor), the period from January 27, 2022 through June 30, 2022 (Successor) and for the year ended December 31, 2021 (Predecessor). In addition to historical information, the following discussion and analysis contains forward-looking statements. Our actual results may differ significantly from those projected in such forward-looking statements. Factors that might cause future results to differ materially from those projected in such forward-looking statements include, but are not limited to, those discussed in the section entitled “Risk Factors.” All figures are presented in thousands, except percentages, rates and unless otherwise noted.
References to “Notes” are notes included in our unaudited condensed consolidated financial statements appearing elsewhere in this Quarterly Report on Form 10-Q/A.
As described in the EXPLANATORY NOTE and in Note 1 of “Notes to Unaudited Condensed Consolidated Financial Statements” included elsewhere in this Amendment No. 1 to the Quarterly Report on Form 10-Q/A, we have restated our unaudited quarterly financial statements as of June 30, 2022, and for the predecessor period from January 1, 2022 to January 26, 2022 and the successor periods for the three months ended June 30, 2022 and for the period from January 27, 2022 to June 30, 2022. This Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations, has been amended to reflect the restatement of the previously reported financial information for these periods, including but not limited to, information within the Results of Operations section.
Company Overview
We operate an omnichannel customer acquisition platform, delivering high-intent customers to advertisers and selling antivirus software packages to end user customers.
We provide our omnichannel customer acquisition platform services through our proprietary responsive acquisition marketing platform (“RAMP”). Operating seamlessly across major advertising networks and advertising category verticals to acquire users on our behalf, RAMP allows us to monetize these acquired users through our relationships with third party advertisers and advertising networks (“Advertising Partners”). RAMP also allows third party advertising platforms and publishers (“Network Partners”), to send user traffic to, and monetize user traffic on, our owned and operated websites. RAMP operates across our network of owned and operated websites and related products, allowing us to monetize user traffic that we source from various acquisition marketing channels, including Google, Facebook, Taboola, Snapchat and TikTok.
Through RAMP, we process approximately 22 million daily advertising campaign optimizations and ingest 6 billion rows of data daily across 40 plus advertising verticals. We are able to efficiently monetize user intent by linking data on consumer engagement, such as first party search data, with data on monetization and advertising spend. This context-enriched data, combined with our proprietary and data science driven algorithms, creates a closed-loop system that is not reliant on personally identifiable information or information obtained through third-party cookies, but which allows RAMP to efficiently match consumer demand with the appropriate advertiser or advertising experience across advertising verticals.
The business of S1 Holdco, LLC (“S1 Holdco”), one of the entities acquired in the Merger described below, was founded in 2013 with a focus on monetizing user traffic acquired by its network. Since launching, it has expanded to support additional advertising formats across numerous advertising platforms, and has acquired several leading websites, enabling it to control user acquisition and experience, and monetize user traffic on its behalf.
Today S1 Holdco owns and operates over 40 websites, including leading search engines like info.com and Startpage.com, and publishing digital media sites and utilities such as HowStuffWorks, Mapquest and ActiveBeat.
We, through Protected.net, also provide antivirus software solutions, offering our customers a single packaged solution that provides protection and reporting to the end user. We deliver our antivirus software solutions directly to end-user customers across the world. The antivirus software solutions product offering comprises a core security package with varying levels of extra protection based on a customer's specific needs. These products include unlimited devices, Adblock, ID Protect and are managed to ensure they provide a value-added service to the customer base. The software is sold in either a monthly or annual subscription predominantly through the flagship brand TotalAV. As of June 30, 2022, Protected had over 2.3 million active subscribers for its products.
Our primary operations are in the United States; and we also have operations in Canada, the United Kingdom and the Netherlands. Operations outside the United States are subject to risks inherent in operating under different legal systems and various political and economic environments. Among the risks are changes in existing tax laws, possible limitations on foreign investment and income repatriation, government foreign exchange controls, and exposure to currency exchange fluctuations. We do not engage in hedging activities to mitigate its exposure to fluctuations in foreign currency exchange rates.
We were deemed the accounting acquirer in the Merger based on an analysis of the criteria outlined in Accounting Standards Codification (“ASC”) 805, Business Combinations. S1 Holdco was deemed to be the predecessor entity based on an analysis. Accordingly, the historical financial statements of S1 Holdco became the historical financial statements of the Company, upon the consummation of the Merger. As a result, the financial statements included in this report reflect (i) the historical operating results of S1 Holdco prior to the Merger; and (ii) the consolidated results of the Company, including S1 Holdco and Protected following the closing of the Merger. The accompanying financial information includes a Predecessor period, which includes the periods through January 26, 2022 concurrent with the Merger, and a Successor period from January 27, 2022 through June 30, 2022. A black-line between the Successor and Predecessor periods has been placed in the condensed consolidated financial statements and in the tables to the notes to the condensed consolidated financial statements to highlight the lack of comparability between these two periods as the Merger resulted in a new basis of accounting for S1 Holdco.
The Merger
On June 28, 2021, the Company entered into a Business Combination Agreement (as amended on November 30, 2021, January 10, 2022 and January 25, 2022), (the “Business Combination Agreement”) by and among S1 Holdco, Trebia, and Protected (collectively, the “Companies”). On January 26, 2022 (the “Closing Date”), the Company consummated the business combination (the “Merger”) pursuant to the Business Combination Agreement. Following the consummation of the Merger, the combined company is organized via an “Up-C” structure, in which substantially all of the assets and business operations of System1 are held by S1 Holdco. The combined Companies’ business continues to operate through the subsidiaries of S1 Holdco and Protected. Additionally, Trebia’s ordinary shares and public warrants ceased trading on the New York Stock Exchange (“NYSE”), and System1 Inc.'s Class A common stock and the Public Warrants began trading on the NYSE on January 28, 2022 under the symbols “SST” and “SST.WS,” respectively.
The consideration paid to the existing equity holders of S1 Holdco and Protected in connection with the Merger was a combination of cash, Class A common stock and Class C common stock.
The aggregate cash consideration was $440,155.
The aggregate equity consideration was $610,144, consisting of Replacement Awards and shares of Class A common stock. The fair value of the Class A common stock was determined by utilizing the transaction closing price per share per the Business Combination Agreement of $10.00 and a discount of 10%, as the shares were not immediately available for sale upon issuance and this restriction is viewed to be a function of the security characteristics.
Additionally, the aggregate Class B units in S1 Holdco retained by S1 Holdco equity holders at the Closing Date resulted in a non-controlling interest. The 22,077 Class B units in S1 Holdco and the corresponding Class C common stock in the Company were determined to have an estimated value of $198,691. As the Class B units in S1 Holdco together with the corresponding shares of our Class C common stock are exchangeable for shares of Class A common stock on a one-for-one basis, the fair value was determined using the same method as for the shares of our Class A common stock, utilizing the transaction closing price of $10.00 and a discount of 10% (as the units and the corresponding shares of Class C common stock were not immediately available for sale upon issuance and this restriction is viewed to be a function of the security characteristics). The fair value of $198,691 was recorded as non-controlling interest in the accompanying condensed consolidated balance sheet and presented as non-controlling interests in the accompanying condensed consolidated statements of changes in stockholders' equity.
In connection with the Merger, System1 and Cannae Holdings, Inc. (“Cannae”), an investor in the Sponsor of Trebia, entered into a backstop agreement (the “Backstop Agreement”) whereby Cannae agreed, subject to the other terms and conditions, to subscribe for Trebia Class A common stock in order to fund a certain amount of redemptions by shareholders of System1 redeemed at the Closing Date. As a result of shareholder redemptions, Cannae provided $246,484 of the cash used to fund the Closing Cash Consideration pursuant to its obligations under the Backstop Agreement and in exchange received 24,648 shares of Class A common stock ("Backstop shares").
Additionally, pursuant to the Backstop Agreement, the Selling Shareholders (i.e., certain shareholders of S1 Holdco and Protected prior to the Merger) agreed that, in the event Trebia shareholders requested redemption of Trebia outstanding equity immediately prior to the Merger in excess of a certain dollar value threshold, certain equity holders of S1 Holdco and Protected would reduce their cash consideration and proportionally increase their equity consideration for the Merger, which is referred to as the “Seller Backstop Election”. In the event that the Seller Backstop Election was made, the Sponsors would forfeit shares to allow the Company to then issue shares to the Selling Shareholders. The Seller Backstop Election was triggered and, as a result, the Sponsors forfeited 930 shares of Trebia Class B ordinary shares which were converted at time of Merger, at a one-to-one ratio, into shares of Class A common stock of System1and delivered to the various selling shareholders of S1 Holdco, collectively referred to as the “Sponsor Promote Shares”. The total consideration amount, in a combination of cash and equity consideration, did not change from the amount agreed in the Business Combination Agreement due to this Seller Backstop Election. The Company recorded $7,706 in Salaries, commissions, and benefits expense and $661 in Selling, general and administrative expense for Sponsor Promote Shares during the period January 27, 2022 through March 31, 2022 (Successor).
In connection with the execution of the Business Combination Agreement and the Backstop Agreement, on June 28, 2021, as amended on January 10, 2022, the sponsors of Trebia entered into the Amended and Restated Sponsor Agreement whereby the sponsors agreed to forfeit up to 2,600 shares of Trebia Class B common stock in order for the Company to then issue the shares to Cannae (“Backstop forfeiture shares”), in exchange for Cannae entering into the Backstop Agreement. On January 27, 2022, based upon the final backstop funding provided by Cannae, the sponsors forfeited 2,533 shares of Trebia Class B shares, after which the Company then issued 2,533 shares of Class A common stock to Cannae. Trebia recorded a forward purchase liability of $25,336 immediately prior to the Merger, representing the fair value of the Backstop shares and Backstop forfeiture shares.
In accordance with a Sponsor Agreement entered into concurrently with the Business Combination Agreement, we issued 1,450 Class D shares to Trebia sponsors that were exchanged for 1,450 Trebia's Class B shares ("Sponsor RSAs"). The difference in the fair value of the two was treated as a capital contribution. The founders of S1 Holdco and Protected were also issued 1,450 Class D shares ("Seller RSUs"). Further, in connection with the Merger, we also effected an incentive plan for Protected business. Refer to Note 18 for additional information on the Seller RSU's and the Protected Incentive Plan.
Concurrently with the Merger, we entered into a tax receivable agreement with certain of the then-existing members of S1 Holdco, (the “Tax Receivable Agreement” or “TRA”), pursuant to which, among other things, the parties to the Tax Receivable Agreement agreed to the allocation and payment of 85% of the actual savings, if any, in U.S. federal, state and local income taxes that System1 may realize as a result of certain tax benefits (if any) related to the transactions contemplated by the Business Combination Agreement and future exchanges of Class B
units in S1 Holdco (together with the corresponding shares of our shares of Class C common stock) in exchange for shares of the Company’s Class A common stock. As of the Closing Date, the fair value of obligations under the TRA was determined to be zero as any tax savings were uncertain. The TRA is contingent consideration and subsequent changes in fair value of the contingent liability are recognized in earnings. Refer to TRA discussion in Note 10.
Refer to Note 3 for additional information.
COVID-19
The worldwide spread of COVID-19 has resulted, and is expected to continue to result, in a global slowdown of economic activity, which is likely to decrease demand for a broad variety of goods and services, including those provided by our clients, while also disrupting sales channels and advertising and marketing activities for an unknown period of time until the virus is contained or economic activity normalizes. Our revenue growth and results of operations have been resilient despite the headwinds created by the COVID-19 pandemic. The extent to which ongoing and future developments related to the global impact of the COVID-19 pandemic, including related vaccination measures and inoculation rates designed to curb its spread, continue to impact the business, financial condition, results of operations and cash flows, cannot be predicted with certainty. Many of these ongoing and future developments and uncertainties are beyond our control, including the speed of contagion or the spread of new variants, the development, distribution and implementation of effective preventative or treatment measures, including vaccines (and vaccination rates), the scope of governmental and other restrictions on travel, discretionary services and other activity, and the public reactions and receptiveness to these developments. See “Risk Factors” of the Amendment No. 3 to FORM S-1 filed with the U.S. SEC on April 13, 2022 for further discussion of the adverse impacts of the COVID-19 pandemic on our business.
Components of Our Results of Operations
We have three reportable segments: Owned and Operated, Partner Network and Subscription. Refer to Note 16 for additional information.
Revenue
Revenue is earned from revenue-sharing arrangements with our Network Partners for the use of our RAMP platform and related services provided to them to direct advertising by the Advertising Partners to their advertising space. We have determined it is the agent in these transactions and reports revenue on a net basis, because (a) we do not control the underlying advertising space, (b) we do not acquire the traffic and do not have risk of loss in connection therewith, and (c) the pricing is in the form of a substantively fixed-percentage revenue-sharing arrangement. We report this revenue on a net basis with respect to the amount retained under our revenue-sharing arrangements, which represents the difference between amounts received by us from the Advertising Partners, less amounts remitted to the Network Partners based on underlying contracts.
We also earn revenue by directly acquiring traffic to its owned and operated websites and utilizing its RAMP platform and related services to connect its Advertising Partners to its owned and operated websites. For this revenue stream, we are the principal in the transaction and reports revenue on a gross basis for the amounts received from our Advertising Partners. For this revenue, we have determined that it is the principal since it has a risk of loss on the traffic that it is acquiring for monetization with our Advertising Partners, and, in the case of our owned and operated websites, we maintain the website, provide the content and bear the cost and risk of loss associated with our websites’ advertising space.
We use total advertising spend, number of Owned & Operated sessions (“O&O sessions”), number of Partner Network sessions (“Network sessions”), Owned & Operated cost-per-session (“O&O CPS”), Owned & Operated revenue-per-session (“O&O RPS”) and Partner Network revenue-per-session (“Network RPS”) to track our operations. We define total advertising spend as the amount of advertising that is spent by us to acquire traffic to our websites. We define O&O sessions as the total number of monetizable user visits to our Owned & Operated websites. We define Network sessions as the number of monetizable user visits delivered by our network partners to RAMP. Monetizable visits exclude those visits identified by our advertising partners as spam, bot, or other invalid traffic. We define CPS as advertising spend divided by O&O sessions. We define O&O RPS as O&O Revenue divided by O&O sessions. We define Network RPS as Partner Network revenue divided by Network sessions.
We recognize revenue upon delivering traffic to our Advertising Partners based on a cost-per-click or cost-per-thousand impression basis. The payment term with our Advertising Partners is typically 30 days.
We, through Protected.net, are also engaged in selling security software subscriptions to customers. The subscription business provides real-time antivirus protection, a safe-browsing feature, adblocking, identity-theft protection, blocking of malicious websites and data breach monitoring. Subscription revenue is primarily derived from the (i) delivery of the antivirus software and (ii) delivery of the additional add-on service(s), which all are provided on a fixed-price basis. The performance obligations related to subscription, maintenance and support are satisfied over the length of the relevant customer contract, and the associated subscription revenue is recognized over the contract term on a ratable basis, which is consistent with transfer of control. Our services rendered to customers are generally paid for in advance with cash receipts recorded as deferred revenue and revenue recognized over time, generally the annual subscription period.
The timing of customer billing and payment relative to the start of the service period varies from contract to contract; however, we bill many of our customers in advance of the provision of services under our contracts, resulting in contract liabilities consisting of deferred revenue (“contract liabilities”). Deferred revenue represents billings under noncancelable contracts before the related product or service is transferred to the customer.
Revenue may fluctuate from period to period due to a number of factors including seasonality and the shift in mix of user acquisition sources from Advertising Partners, and renewal rates of customers for subscription services.
Operating Expenses
We classify our operating expenses into the following four categories:
Cost of Revenues (excluding depreciation and amortization). Cost of revenues primarily consists of traffic acquisition costs, which are the costs to place advertisements to acquire customers to the Company’s websites and services, as well as content, publishing, domain name registration costs, licensing costs to provide mapping services to Mapquest.com, and costs related to the utilization of antivirus engine licensing related to APIs for the antivirus product. The Company does not pay any up-front payments, incentive payments or bonuses and such costs are expensed as incurred.
Salaries, Commissions, and Benefits. Salaries, commissions and benefits expenses include salaries, bonuses, stock-based compensation, non-capitalized personnel costs incurred in the capitalized internal use software development, and employee benefits costs.
We expect to continue to invest in corporate infrastructure to support our growth. We expect salaries, commissions, and benefits to increase in absolute dollars in future periods.
Selling, General, and Administrative. Selling, general, and administrative expenses consist of fees for professional service fees, occupancy costs, travel and entertainment. These costs are expensed as incurred.
We expect to continue to invest in corporate infrastructure to support our growth. We expect selling, general and administrative expenses to increase in absolute dollars in future periods.
Depreciation and Amortization. Depreciation and amortization expenses are primarily attributable to the Company’s capital investment(s) and consist of fixed asset depreciation and amortization of intangible assets with finite lives.
Other Expenses
Other expenses consist of the following:
Interest Expense. Interest expense is primarily related to our debt, which carries a variable interest rate.
Change in Fair Value of Warrant Liabilities. Change in fair value of warrant liabilities relates to the mark to market of our liability-classified public and private warrants.
Income tax (benefit) provision
The Company is the managing member of S1 Holdco and, as a result, consolidates the financial results of S1 Holdco in its condensed consolidated financial statements. S1 Holdco is a pass-through entity for U.S. federal and most applicable state and local income tax purposes. As an entity classified as a partnership for tax purposes, S1 Holdco is not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by S1 Holdco is passed through to its members, including the Company. The Company is taxed as a corporation and pays corporate federal, state and local taxes with respect to income allocated from S1 Holdco based on the Company's economic interest in S1 Holdco. Various subsidiaries of the Company are subject to income tax in the United States and in other countries.
Results of Operations
The following tables set forth our consolidated results of operations and our consolidated results of operations as a percentage of revenue for the periods presented.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Successor | | | Predecessor | | Successor | | | Predecessor |
| Three Months Ended June 30, 2022 | | | Three Months Ended June 30, 2021 | | Period from January 27, 2022 through June 30, 2022 | | | Period from January 1, 2022 through January 26, 2022 | | Six Months Ended June 30, 2021 |
| As Restated | | | | | As Restated | | | As Restated | | |
(in thousands) | | | | | | | | | | | |
Revenue | $ | 219,797 | | | | $ | 169,579 | | | $ | 385,905 | | | | $ | 52,712 | | | $ | 317,140 | |
Operating expenses: | | | | | | | | | | | |
Cost of revenues | 152,558 | | | | 126,167 | | | 272,942 | | | | 41,507 | | | 236,952 | |
Salaries, commissions, and benefits | 49,511 | | | | 17,698 | | | 97,709 | | | | 31,181 | | | 32,893 | |
Selling, general, and administrative | 16,747 | | | | 6,277 | | | 31,835 | | | | 15,665 | | | 13,227 | |
Depreciation and amortization | 32,094 | | | | 3,112 | | | 54,022 | | | | 1,000 | | | 6,801 | |
Total operating expenses | 250,910 | | | | 153,254 | | | 456,508 | | | | 89,353 | | | 289,873 | |
| Operating income (loss) | (31,113) | | | | 16,325 | | | (70,603) | | | | (36,641) | | | 27,267 | |
| Other expense (income): | | | | | | | | | | | |
| Interest expense | 7,324 | | | | 4,476 | | | 12,100 | | | | 1,049 | | | 8,524 | |
| Change in fair value of warrant liabilities | (4,139) | | | | — | | | 9,622 | | | | — | | | — | |
| Total other expense (income), net | 3,185 | | | | 4,476 | | | 21,722 | | | | 1,049 | | | 8,524 | |
| Income (loss) before income tax | (34,298) | | | | 11,849 | | | (92,325) | | | | (37,690) | | | 18,743 | |
| Income tax (benefit) provision | (454) | | | | 77 | | | (15,103) | | | | (629) | | | 228 | |
| Net income (loss) | $ | (33,844) | | | | $ | 11,772 | | | $ | (77,222) | | | | $ | (37,061) | | | $ | 18,515 | |
| Net loss attributable to non-controlling interest | (8,107) | | | | — | | | (15,416) | | | | — | | | — | |
| Net income (loss) attributable to System1, Inc. | $ | (25,737) | | | | $ | 11,772 | | | $ | (61,806) | | | | $ | (37,061) | | | $ | 18,515 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Successor | | | Predecessor | | Successor | | | Predecessor |
| Three Months Ended June 30, 2022 | | | Three Months Ended June 30, 2021 | | Period from January 27, 2022 through June 30, 2022 | | | Period from January 1, 2022 through January 26, 2022 | | Six Months Ended June 30, 2021 |
| As Restated | | | | | As Restated | | | As Restated | | |
Revenue | 100 | % | | | 100 | % | | 100 | % | | | 100 | % | | 100 | % |
| Operating expenses: | | | | | | | | | | | |
| Cost of revenues | 69 | % | | | 74 | % | | 71 | % | | | 79 | % | | 75 | % |
Salaries, commissions, and benefits | 23 | % | | | 10 | % | | 25 | % | | | 59 | % | | 10 | % |
Selling, general, and administrative | 8 | % | | | 4 | % | | 8 | % | | | 30 | % | | 4 | % |
Depreciation and amortization | 15 | % | | | 2 | % | | 14 | % | | | 2 | % | | 2 | % |
Total operating expenses | 114 | % | | | 90 | % | | 118 | % | | | 170 | % | | 91 | % |
| Operating income (loss) | (14) | % | | | 10 | % | | (18) | % | | | (70) | % | | 9 | % |
| Interest expense | 3 | % | | | 3 | % | | 3 | % | | | 2 | % | | 3 | % |
| Change in fair value of warrant liabilities | (2) | % | | | — | % | | 2 | % | | | — | % | | — | % |
| Income (loss) before income tax | (16) | % | | | 7 | % | | (24) | % | | | (72) | % | | 6 | % |
| Income tax (benefit) provision | 1 | % | | | 1 | % | | (4) | % | | | (1) | % | | — | % |
| Net income (loss) | (15) | % | | | 7 | % | | (20) | % | | | (70) | % | | 6 | % |
| Net loss attributable to non-controlling interest | (4) | % | | | — | % | | (4) | % | | | — | % | | — | % |
| Net income (loss) attributable to System1, Inc. | (12) | % | | | 7 | % | | (16) | % | | | (70) | % | | 6 | % |
* Percentages may not sum due to rounding
The comparability of our operating results for the six months ended June 30, 2022 (Successor) compared to the six months ended June 30, 2021 (Predecessor) was impacted by the Merger, as discussed above, and the acquisitions discussed in Note 4. Expense contributions from our recent acquisitions for each of the respective period comparisons generally were not separately identifiable due to the integration of these businesses into our existing operations.
Comparisons of Results of Operations for the three months ended June 30, 2022 (Successor) and the June 30, 2021 (Predecessor), the period from January 1, 2022 through January 26, 2022 (Predecessor) and for the period from January 27, 2022 through June 30, 2022 (Successor) and the six months ended June 30, 2021 (Predecessor)
Revenue
The following tables set forth our revenue by reportable segment.
| | | | | | | | | | | | | | | | | | | | |
| Successor | | | Predecessor | | |
| Three Months Ended June 30, 2022 | | | Three Months Ended June 30, 2021 | | 2022 vs. 2021 change (%) |
| As Restated | | | | | As Restated |
Revenue: | | | | | | |
| Owned and Operated | $ | 157,952 | | | | $ | 160,816 | | | (2)% |
Partner Network | 19,077 | | | | 8,763 | | | 118% |
| Subscription | 42,768 | | | | — | | | 100% |
| Total revenue | $ | 219,797 | | | | $ | 169,579 | | | 30% |
Refer to the Revenue discussions below.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Successor | | | Predecessor | | |
| Period from January 27, 2022 through June 30, 2022 | | | Period from January 1, 2022 through January 26, 2022 | | Six Months Ended June 30, 2021 | | 2022 vs. 2021 change (%) |
| As Restated | | | As Restated | | | | As Restated |
Revenue: | | | | | | | | |
| Owned and Operated | $ | 284,836 | | | | $ | 49,249 | | | $ | 300,242 | | | 11% |
Partner Network | 30,427 | | | | 3,463 | | | 16,898 | | | 101% |
| Subscription | 70,642 | | | | — | | | — | | | 100% |
| Total revenue | $ | 385,905 | | | | $ | 52,712 | | | $ | 317,140 | | | 38% |
Owned and Operated
The increases in Owned and Operated revenues for the three and six months ended June 30, 2022, compared to the same prior year periods, was primarily due to increased traffic from international markets, revenues from our recent acquisitions and significant improvements in our RAMP technology. For the six months ended June 30, 2022, compared to the same prior year period, sessions increased 480 million, with Revenue Per Session ("RPS") decreasing by approximately $0.03.
Partner Network
The increase in Partner Network revenue for the three and six months ended June 30, 2022, compared to the same prior year periods, was due to our continued investment in this business and growth from partners signed in prior years. For the six months ended June 30, 2022, compared to the same prior year period, RPS increased by approximately $0.01, partially offsetting a decrease of 7 million sessions.
Subscription
In connection with the Merger, we acquired Protected and began recognizing subscription revenue.
Cost of revenues
| | | | | | | | | | | | | | | | | | | | |
| Successor | | | Predecessor | | |
| Three Months Ended June 30, 2022 | | | Three Months Ended June 30, 2021 | | 2022 vs. 2021 change (%) |
| Cost of revenues | $ | 152,558 | | | $ | 126,167 | | 21% |
| Percent of revenue | 69 | % | | | 74 | % | | |
The increase in cost of revenue dollars for the three months ended June 30, 2022, compared to the same prior year period, was due to the acquisition of Protected and a chargeback matter being resolved with a customer. Protected contributed $19.9 million to the cost of revenues.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Successor | | | Predecessor | | |
| Period from January 27, 2022 through June 30, 2022 | | | Period from January 1, 2022 through January 26, 2022 | | Six Months Ended June 30, 2021 | | 2022 vs. 2021 change (%) |
| As Restated | | | As Restated | | | | As Restated |
| Cost of revenues | $ | 272,942 | | | $ | 41,507 | | $ | 236,952 | | 33% |
| Percent of revenue | 71 | % | | | 79 | % | | 75 | % | | |
The increase in cost of revenue dollars for the six months ended June 30, 2022, compared to the same prior year period, was due to the acquisition of Protected and an increase in user acquisition costs in the Owned and Operated segment. Protected contributed $35.1 million to the cost of revenues. User acquisition costs for the six months ended June 30, 2022, increased $28.7 million and drove 1,988 million sessions at approximately $0.13 Cost Per Session (“CPS”), compared to 1,507 million sessions at approximately $0.15 CPS for the same period in 2021 (Predecessor). User acquisition costs accounted for 82% and 97% of total cost of revenues for the six months ended June 30, 2022 and 2021 (Predecessor), respectively.
The following supplemental tables set forth our adjusted gross profit by reportable segment.
| | | | | | | | | | | | | | | | | | | | |
| Successor | | | Predecessor | | |
| Three Months Ended June 30, 2022 | | | Three Months Ended June 30, 2021 | | 2022 vs. 2021 change (%) |
| As Restated | | | | | As Restated |
| Segment Adjusted Gross Profit: | | | | | | |
Owned and Operated | $ | 36,799 | | | | $ | 37,572 | | | (2)% |
Partner Network | 13,908 | | | | 8,763 | | | 59% |
| Subscription | 22,890 | | | | — | | | 100% |
| Total Adjusted Gross Profit | $ | 73,597 | | | | $ | 46,335 | | | 59% |
Refer to the Revenue and Cost of revenues discussions above. Additionally, refer to Note 16 for additional information.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Successor | | | Predecessor | | |
| Period from January 27, 2022 through June 30, 2022 | | | Period from January 1, 2022 through January 26, 2022 | | Six Months Ended June 30, 2021 | | 2022 vs. 2021 change (%) |
| As Restated | | | As Restated | | | | As Restated |
| Segment Adjusted Gross Profit: | | | | | | | | |
Owned and Operated | $ | 66,217 | | | | $ | 8,768 | | | $ | 69,700 | | | 8% |
Partner Network | 22,321 | | | | 3,012 | | | 16,898 | | | 50% |
| Subscription | 35,537 | | | | — | | | — | | | 100% |
| Total Adjusted Gross Profit | $ | 124,075 | | | | $ | 11,780 | | | $ | 86,598 | | | 57% |
Refer to the Revenue and Cost of revenue discussions above. Additionally, refer to Note 16 for additional information.
Salaries, commissions, and benefits
| | | | | | | | | | | | | | | | | | | | |
| Successor | | | Predecessor | | |
| Three Months Ended June 30, 2022 | | | Three Months Ended June 30, 2021 | | 2022 vs. 2021 change (%) |
| As Restated | | | | | As Restated |
Salaries, commissions and benefits | $ | 49,511 | | | $ | 17,698 | | 180% |
| Percent of revenue | 23 | % | | | 10 | % | | |
The increase in salaries, commissions, and benefits dollars for the three months ended June 30, 2022, compared to the same prior year period, was primarily due to an increase in salaries and bonus related expense of $5.1 million due to increased headcount related to the Merger and our recent acquisitions. Stock-based compensation increased $25.0 million, including $18.2 million related to the Protected incentive plan, and the fluctuations in the value of our common stock since the Merger. For additional information on our stock-based compensation, refer to Note 18.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Successor | | | Predecessor | | |
| Period from January 27, 2022 through June 30, 2022 | | | Period from January 1, 2022 through January 26, 2022 | | Six Months Ended June 30, 2021 | | 2022 vs. 2021 change (%) |
| As Restated | | | As Restated | | | | As Restated |
Salaries, commissions and benefits | $ | 97,709 | | | $ | 31,181 | | $ | 32,893 | | >100% |
| Percent of revenue | 25 | % | | | 59 | % | | 10 | % | | |
The increase in salaries, commissions, and benefits dollars for the six months ended June 30, 2022, compared to the same prior year period, was primarily due to an increase in stock-based compensation of $81.2 million, which included $23.7 million upon the close of the Merger and $18.2 million related to the Protected Incentive Plan, and an increase in salaries and bonus related expenses of $11.2 million due to increased headcount related to the Merger and our recent acquisitions. For additional information on our stock-based compensation, refer to Note 18.
Selling, general, and administrative
| | | | | | | | | | | | | | | | | | | | |
| Successor | | | Predecessor | | |
| Three Months Ended June 30, 2022 | | | Three Months Ended June 30, 2021 | | 2022 vs. 2021 change (%) |
| As Restated | | | | | As Restated |
Selling, general, and administrative | $ | 16,747 | | | $ | 6,277 | | >100% |
Percent of revenue | 8 | % | | | 4 | % | | |
The increase in selling, general, and administrative expense for the three months ended June 30, 2022, compared to the same prior year period, was primarily associated with our recent acquisitions and additional costs associated with being a public company.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Successor | | | Predecessor | | |
| Period from January 27, 2022 through June 30, 2022 | | | Period from January 1, 2022 through January 26, 2022 | | Six Months Ended June 30, 2021 | | 2022 vs. 2021 change (%) |
| As Restated | | | As Restated | | | | As Restated |
Selling, general, and administrative | $ | 31,835 | | | $ | 15,665 | | $ | 13,227 | | >100% |
Percent of revenue | 8 | % | | | 30 | % | | 4 | % | | |
The increase in selling, general, and administrative expense for the six months ended June 30, 2022, compared to the same prior year period, was primarily due to $24.7 million in costs associated with the Merger, costs associated with our recent acquisitions and additional costs associated with becoming a public company.
Depreciation and amortization
| | | | | | | | | | | | | | | | | | | | |
| Successor | | | Predecessor | | |
| Three Months Ended June 30, 2022 | | | Three Months Ended June 30, 2021 | | 2022 vs. 2021 change (%) |
| As Restated | | | | | As Restated |
Depreciation and amortization | $ | 32,094 | | | $ | 3,112 | | >100% |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Successor | | | Predecessor | | |
| Period from January 27, 2022 through June 30, 2022 | | | Period from January 1, 2022 through January 26, 2022 | | Six Months Ended June 30, 2021 | | 2022 vs. 2021 change (%) |
| As Restated | | | | | | | As Restated |
Depreciation and amortization | $ | 54,022 | | | $ | 1,000 | | $ | 6,801 | | >100% |
The increases in depreciation and amortization expense for the three and six months ended June 30, 2022, compared to the same prior year periods, was primarily due to additions of intangible assets as a result of the Merger, along with subsequent acquisitions.
Interest expense
| | | | | | | | | | | | | | | | | | | | |
| Successor | | | Predecessor | | |
| Three Months Ended June 30, 2022 | | | Three Months Ended June 30, 2021 | | 2022 vs. 2021 change (%) |
| Interest expense | $ | 7,324 | | | $ | 4,476 | | 64% |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Successor | | | Predecessor | | |
| Period from January 27, 2022 through June 30, 2022 | | | Period from January 1, 2022 through January 26, 2022 | | Six Months Ended June 30, 2021 | | 2022 vs. 2021 change (%) |
| Interest expense | $ | 12,100 | | | $ | 1,049 | | $ | 8,524 | | 54% |
The increases in interest expense for the three and six months ended June 30, 2022, compared to the same prior year periods, was due to an increase in our outstanding loan balances as a result of the Term Loan and Revolving Facility, which we entered into as part of the Merger.
Change in fair value of warrant liabilities
The changes in fair value of warrant liabilities in 2022 was driven by the fluctuations in the market value of our Class A common stock since the Merger.
Income tax (benefit) provision
| | | | | | | | | | | | | | | | | | | | |
| Successor | | | Predecessor | | |
| Three Months Ended June 30, 2022 | | | Three Months Ended June 30, 2021 | | 2022 vs. 2021 change (%) |
| As Restated | | | | | As Restated |
Income tax (benefit) provision | $ | (454) | | | $ | 77 | | >100% |
| Effective tax rate | 1 | % | | | 1 | % | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Successor | | | Predecessor | | |
| Period from January 27, 2022 through June 30, 2022 | | | Period from January 1, 2022 through January 26, 2022 | | Six Months Ended June 30, 2021 | | 2022 vs. 2021 change (%) |
| As Restated | | | | | | | As Restated |
Income tax (benefit) provision | $ | (15,103) | | | $ | (629) | | $ | 228 | | >100% |
| Effective tax rate | 16 | % | | | 2 | % | | — | % | | |
The difference between the effective tax rates for the periods presented above and the federal statutory tax rate of 21% was primarily due to income (loss) from non-taxable pass-through entities related to non-controlling interests, effects of predecessor flow through income allocations, state taxes, foreign rate differential, change in fair value of warrant liabilities, non-deductible expenses, outside basis adjustments, and Global Intangible Low-taxed Income.
Liquidity and Capital Resources
As of June 30, 2022 (Successor), we had cash and cash equivalents of $37,442.
To date, our available liquidity and operations have been financed through the initial public offering of Trebia, the Backstop Agreement, credit facilities, and cash flows from operations. We are subject to certain business risks, including dependence on key employees, dependence on key contracts, competition from alternative technologies, and dependence on growth to achieve our business and operational objectives.
Our revenue is dependent on two key Advertising Partners, which are Google and Microsoft.
The following table illustrates the level of concentration as a percentage of total revenues:
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| Successor | | | Predecessor | | Successor | | | Predecessor |
| Three Months Ended June 30, 2022 | | | Three Months Ended June 30, 2021 | | Period from January 27, 2022 through June 30, 2022 | | | Period from January 1, 2022 through January 26, 2022 | | Six Months Ended June 30, 2021 |
| Google | 69 | % | | | 84 | % | | 71 | % | | | 88 | % | | 83 | % |
| Microsoft | 3 | % | | | 5 | % | | 3 | % | | | 4 | % | | 5 | % |
We have (i) two paid search advertising partnership contracts with Google, and (ii) one paid search advertising partnership contract with Microsoft. One of the Google contracts was renewed with an effective date of March 1,
2021, and has a two-year term through February 28, 2023. The other Google contract was renewed with an effective date of August 1, 2021, and has a two-year term through July 31, 2023. The Company recently renewed its advertising contract with Microsoft with an effective date of July 1, 2022, and has a three-year term through June 30, 2025. All three agreements may be terminated by the respective Advertising Partner immediately or with minimal notice under certain circumstances.
The coronavirus pandemic has adversely affected our results of operations and we have experienced unpredictable reductions in demand for certain products and services. There is uncertainty around the duration and breadth of the COVID-19 pandemic and, as a result, the ultimate impact on our business, financial condition, or operating results cannot be reasonably estimated with certainty at this time. To the extent that existing capital resources and sales growth are not sufficient to fund future activities, we may need to raise capital resources through additional equity or debt financings. Additional funds may not be available on terms favorable to us or at all. Failure to raise additional capital, if and when needed, could have a material adverse effect on our consolidated financial position, results of operations, and cash flows.
Going Concern
As of June 1, 2023, the Company had not delivered audited financial statements for the fiscal year ended December 31, 2022 to Bank of America as required by the covenants of the Term Loan (refer to Note 12 – DEBT). The failure to timely deliver the audited financial statements is an event of default under the Term Loan and provides Bank of America the ability to immediately call the outstanding principal balances of the Term Loan and Revolving Facility of $430,000, as of the date of this filing, at the request of, or with the consent of, the required majority of lenders until such time that the audited financial statements are delivered to Bank of America. The Company does not have sufficient liquidity to settle the outstanding principal balances should they be called, nor has the Company identified sufficient alternative sources of capital. As a result, this matter raises substantial doubt about the Company’s ability to continue as a going concern. Upon delivery of the audited financial statements by the Company, the event of default will be remediated and, once remediated, Bank of America will no longer have the ability to call the outstanding principal balances on the Term Loan and Revolving Facility.
Separate from the default under the Term Loan and Revolving Facility, in the third and fourth quarters of 2022, the Company experienced declining cash flows and financial performance as a result of deteriorating macroeconomic conditions, resulting in reductions in both advertiser and overall consumer demand for our marketing services. As of December 31, 2022, the Company had cash on hand of $24,606. The declining cash flows and financial performance also raised substantial doubt regarding the Company's ability to continue as a going concern for a period of one year following the date that the consolidated financial statements are issued. In response to the declining cash flows, the Company implemented a plan to raise additional financing. On April 10, 2023, the Company entered into an incremental revolver note (“2023 Revolving Note”) with related parties for $20,000 (refer to Note 12—DEBT for additional information regarding the 2023 Revolving Note). As of the date of this filing, the available balance under the 2023 Revolving Note was $15,000.
The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. Accordingly, the consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.
Credit Facilities
In connection with the Merger discussed above, Orchid Merger Sub II LLC (a subsidiary of S1 Holdco) entered into a new loan (“Term Loan”) and revolving facility (“Revolving Facility”) on January 27, 2022, providing for a 5.5 year Term Loan with a principal balance of $400,000 and with the net proceeds of $376,000, of which a portion of the proceeds were used by S1 Holdco, to settle the outstanding debt of $172,038 with Cerberus Business Finance, LLC. The Revolving Facility was for $50,000.
We have been able to and expect to continue to be able to make payments on the principal and interest on a timely basis. As of June 30, 2022, we were in compliance with our borrowing covenants.
On April 10, 2023, the Company entered into the 2023 Revolving Note for $20,000 with related parties (refer to Note 12 for additional information regarding the 2023 Revolving Note). As of the date of this filing, the available balance under the 2023 Revolving Note was $15,000.
For additional information regarding our credit facilities, refer to Note 12.
Refer to NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS for additional information regarding the default of the Term Loan.
Cash Flows
The following table summarizes our cash flows for the periods presented:
| | | | | | | | | | | | | | | | | | | | |
| Successor | | | Predecessor | | Predecessor |
| (in thousands) | Period from January 27, 2022 through June 30, 2022 | | | Period from January 1, 2022 through January 26, 2022 | | Six Months Ended June 30, 2021 |
| As Restated | | | As Restated | | |
| Net cash provided by (used in) operating activities | $ | (8,303) | | | | $ | (10,603) | | | $ | 27,313 | |
| Net cash used in investing activities | $ | (449,881) | | | | $ | (441) | | | $ | (3,233) | |
| Net cash used in financing activities | $ | (15,507) | | | | $ | — | | | $ | (18,892) | |
Operating Activities
Our cash flows from operating activities are primarily influenced by growth in our operations, timing of collections from our clients and related payments to our suppliers for advertising inventory and data. We typically pay suppliers in advance of collections from our clients. Our collection and payment cycles can vary from period to period. In addition, seasonality may impact cash flows from operating activities on a sequential quarterly basis during the year.
In the period from January 1, 2022 to January 26, 2022 (Predecessor), cash used in operating activities of $10,603 resulted primarily from a net loss of $37,061, and a decrease in accounts payable of $67,600 due to the Merger. This was partially offset by an increase in accrued expenses of $57,488, non-cash stock-based compensation of $23,705 and a decrease in accounts receivable of $11,118 due to the Merger.
In the period from January 27, 2022 to June 30, 2022 (Successor), cash used in operating activities of $8,303 resulted primarily from a net loss of $77,222, non-cash tax benefit of $22,746, a decrease in accrued expenses of $11,225, a decrease in other long-term liabilities of $31,080, an increase in accounts receivable of $8,136 due to the Merger. This was partially offset by an increase in the non-cash depreciation and amortization expense of $54,022, non-cash stock-based compensation of $57,470, non-cash change in fair value of warrants of $9,622, a decrease in deferred revenue of $7,211 due to the Merger, and an increase in accounts payable of $6,535.
In the six months ended June 30, 2021 (Predecessor), cash provided by operating activities of $27,313 resulted primarily from Owned and Operated advertising revenue, offset by user acquisition costs incurred to drive the growth and salaries, commissions and benefits costs. In addition, non-cash expenses were $11,884 and cash outflow was $3,086 primarily due to an increase in accounts receivable of $8,306 driven by growth in revenue and an increase in accrued expenses of $1,978 due to timing of payments, partially offset by an increase in accounts payable of $8,568 due to increased user acquisition costs.
Investing Activities
Our primary investing activities consist of acquisitions of businesses, such as the acquisition of S1 Holdco, Protected, RoadWarrior, CouponFollow and Answers in 2022 as well as costs capitalized for internally developed software.
In the period from January 1, 2022 to January 26, 2022 (Predecessor), cash used in investing activities of $441 resulted from costs capitalized for internally developed software.
In the period from January 27, 2022 to June 30, 2022 (Successor), cash used in investing activities of $449,881 resulted primarily from the acquisitions of S1 Holdco, Protected, RoadWarrior CouponFollow and Answers, costs capitalized for internally developed software of $3,497 and purchases of property and equipment of $2,310.
In the six months ended June 30, 2021 (Predecessor), cash used in investing activities of $3,233 resulted primarily from costs capitalized for internally developed software.
Financing Activities
Our financing activities consisted primarily of borrowings and repayments of our debt, distributions to members related to tax obligations, acquisition related contingent consideration and proceeds from the sale of assets.
In the period from January 1, 2022 to January 26, 2022 (Predecessor), there was no cash provided or used in financing activities.
In the period from January 27, 2022 to June 30, 2022 (Successor), cash used in financing activities of $15,507 resulted primarily from redemptions of Trebia Class A ordinary shares of $510,469, repayment of existing term loan of $177,488, and payment of debt financing costs related to the Term Loan of $24,845, partially offset by proceeds from the Term Loan and Revolving Facility of $449,000 and the Cannae Backstop of $246,484.
In the six months ended June 30, 2021 (Predecessor), cash used in financing activities of $18,892 resulted primarily from repayments of debt of $8,136, payment of acquisition related contingent consideration of $5,000 related to the acquisition of Startpage, $1,715 related to the acquisition of Concourse, and distributions to members of $2,691, and related party loan of $1,500.
Share Repurchase Authorization
In August 2022, our Board of Directors authorized up to $25,000 for the repurchase of our Class A Common Stock and Public Warrants.
Off-Balance Sheet Arrangements
We do not have any relationships with entities often referred to as structured finance or special purpose entities that have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. We did not have any other off-balance sheet arrangements during the periods presented other than the indemnification agreements.
Contractual Obligations and Known Future Cash Requirements
Service Agreements
On June 18, 2021, the Company entered into an agreement with a service provider whereby the Company is contractually obligated to pay $6,900 and $8,000 in the first and second years of the contract, respectively. The contract commencement date was July 1, 2021. The Company has paid a total of $7,424 to this service provider as of June 30, 2022 (Successor).
Executive Compensation
Ian Weingarten was hired as CEO of S1 Holdco on April 10, 2019. He was entitled to a cash-settled profit interests of 5% of the value of S1 Holdco, which was contingent upon (i) a participation threshold of $300 million (which was subject to adjustment as set forth in the S1 Holdco operating agreement) and (ii) on a four-year vesting term, or if a qualifying change in control transaction occurs.
In February 2021, Mr. Weingarten's employment with S1 Holdco was terminated and the parties entered into a separation agreement. In connection with the separation agreement, S1 Holdco agreed to payment of separation pay benefits consistent with the terms of Mr. Weingarten’s employment agreement, including the payment of the liability accrued for the cash-settled profits interest of 5% of S1 Holdco, which was deemed vested as to a 3.75%
profits interest and forfeited as to the remaining 1.25% profits interest above the applicable adjusted threshold amount (subject to further reduction to a 2.5% profits interest in the event that the Merger was not consummated). S1 Holdco recorded a liability for this arrangement of $11,132 as of December 31, 2021 (Predecessor). In January 2022, in conjunction with the consummation of the Merger, S1 Holdco settled the profits interest liability pursuant to the separation agreement with Mr. Weingarten.
Contingencies
From time to time, System1 is subject to contingencies that arise in the ordinary course of business. System1 records an accrual for a contingency when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. System1 does not currently believe the resolution of any such contingencies will have a material adverse effect upon System1’s consolidated balance sheets, statements of comprehensive loss, or statements of cash flows.
Critical Accounting Policies and Estimates
The discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenues and expenses during the reporting period.
Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to: (1) valuation of goodwill, acquired intangible assets and long-lived assets for impairment, (2) valuation and recognition of the Company's share-based compensation awards, (3) income taxes, (4) variable and contingent consideration and (5) determination of the fair value of the warrant liabilities. Significant estimates affecting the condensed consolidated financial statements have been prepared on the basis of the most current and best available information, including historical experience, known trends and other market-specific or other relevant factors that the Company believes to be reasonable. On an ongoing basis, management evaluates its estimates, as there are changes in circumstances, facts and experience. Changes in estimates are recorded in periods which they become known. However, actual results from the resolution of such estimates and assumptions may vary from those used in the preparation of the condensed consolidated financial statements.
The full extent to which the COVID-19 pandemic will directly or indirectly impact the Company’s business, results of operations and financial condition will depend on future developments that are highly uncertain.
Business combinations
The results of a business acquired in a business combination are included in the Company’s condensed consolidated financial statements from the date of acquisition. The Company allocates the purchase price, which is the sum of the consideration provided which may consist of cash, equity, or a combination of the two, paid in a business combination for the identifiable assets and liabilities of the acquired business at their acquisition-date fair values. Any excess amount paid over the identifiable net assets is recorded as goodwill. The process for estimating the fair values of the acquired business involves the use of significant estimates and assumptions, including estimating average industry purchase price multiples, customer and service attrition rate and estimating future cash flows. The Company estimates the fair value based on assumptions which we believe to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, not to exceed one year from the date of acquisition, the Company may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill. At the conclusion of the measurement period, any subsequent adjustments are reflected in the Company’s Condensed Consolidated Statements of Operations.
Transaction costs associated with business combinations are expensed as incurred and are included in Selling, general and administrative expenses in the Company’s Condensed Consolidated Statements of Operations. When purchase consideration includes contingent consideration, the Company records the fair value of the contingent consideration as of the date of acquisition, and subsequently remeasures the contingent consideration at fair value each reporting period through the Company’s Condensed Consolidated Statements of Operations.
Goodwill
Goodwill represents the excess of the purchase price over the fair value of net assets acquired and identifiable intangibles in a business combination. The Company accounts for goodwill in accordance with ASC 350, Intangibles—Goodwill and Other, which requires the Company to test goodwill at the reporting unit level for impairment at least annually.
The Company has the option (i) to assess goodwill for possible impairment by performing a qualitative analysis to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount or (ii) to perform the quantitative impairment test. The quantitative impairment test involves comparing the estimated fair value of a reporting unit with its carrying amount, including goodwill. If the estimated fair value exceeds its carrying amount, goodwill is considered not to be impaired. If, however, the fair value of the reporting unit is less than its carrying amount, an impairment loss is recognized in an amount equal to the excess.
The determination of fair values requires us to make significant estimates and assumptions. These estimates include, but are not limited to, future expected revenues and cash flows from a market participant perspective, and discount rates. Unanticipated events or circumstances may occur that could affect the accuracy or validity of such assumptions, estimates or actual results.
We test for goodwill impairment annually at December 31st, or more frequently if events or changes in circumstances indicate the asset might be impaired.
For the periods presented in this quarterly report, there were no triggering events identified, and therefore no impairment charges recorded on goodwill.
Share-based compensation
Compensation cost related to share-based payments is measured based on the fair value of the units issued and recognized within “Salaries, commissions, and benefits” in the Company’s Condensed Consolidated Statement of Operations. The Company has elected to treat share-based payment awards with time-based service condition(s) only as a single award and recognizes share-based compensation expense on a straight-line basis over the vesting period, which is generally four years. The assumptions used in the Black-Scholes model to value equity in the Predecessor period are based upon the following:
•Fair Value of Common Stock: S1 Holdco’s equity was not publicly traded, therefore the fair value was determined by S1 Holdco’s Board of Directors, with input from management and contemporaneous valuation reports prepared by a third-party valuation specialist.
•Expected Term: The expected life of the option is estimated by considering the contractual term of the option, the vesting period of the option, the employees’ expected exercise behavior and the post-vesting employee turnover rate. For non-employees, the expected life equals the contractual term of the option.
•Risk-free Interest Rate: The risk-free interest rate is based on published U.S. Treasury Department interest rates for the expected terms of the underlying options.
•Volatility: The volatility was based on the expected unit price volatility of the underlying units over the expected term of the option which is based upon historical share price data of an index of comparable publicly traded companies.
After the Merger, the Company’s fair value of its restricted stock units is derived from the market price of its Class A common stock, which is traded on the NYSE. The Company recognizes compensation on a straight-line basis over the requisite service period for each award and recognizes forfeitures as they occur.
In connection with the Merger and acquisition of Protected, we effected an incentive plan for eligible recipients (the “Protected Incentive Plan”). As defined in the Business Combination Agreement, if the Protected business achieves certain financial metrics at any time prior to December 31, 2023, recipients will be eligible to receive a pool of $50,000 payable in fully-vested shares of the Company’s Class A Common Stock (the “2023 Award”). Shares under the 2023 Award will be issued to recipients within 30 days of December 31, 2023. Further, as defined in the Business Combination Agreement, if the Protected business achieves certain financial metrics at any time prior to December 31, 2024, recipients will be eligible to receive a separate pool of $50,000 payable in fully-vested shares of the Company’s Class A Common Stock (the “2024 Award”). Shares under the 2024 Award will be issued to recipients within 30 days of December 31, 2024.
We account for each of these awards as liability-classified until the awards are settled in stock, and accordingly, when either award is probable of achievement, we record stock-based compensation for that respective liability award. Refer to Note 18 for additional information regarding the Protected Incentive Plan.
Share-based compensation expense is included in the Salaries, commissions, and benefits expense in the Condensed Consolidated Statements of Operations.
Recently Issued Accounting Pronouncements
See Note 2 for a discussion of recently adopted accounting pronouncements and recently issued accounting pronouncements not yet adopted.