Transcript
Thank you for standing by, and welcome to the first quarter 2022 conference call and webcast for System1. On today's call are Michael Blend, Co-Founder and Chief Executive Officer of System1; Tridivesh Kidambi, Chief Financial Officer of System1; and Kyle Ostgard, Vice President of Finance. I will now turn the call over to Kyle Ostgard.
Thank you. Welcome to the System1 earnings call for the quarter ended March 31, 2022. Joining me today to discuss System1's operational financial results are our Co-Founder and CEO, Michael Blend; and our Chief Financial Officer, Tridivesh Kidambi. A recording of this conference call will be available on our Investor Relations website at ir.system1.com shortly after this call has ended. I'd like to take this opportunity to remind you that during the call, we will be making forward-looking statements. This includes statements relating to the operating performance of our businesses, future financial results and guidance, strategy, long-term growth and overall future prospects. We may also make statements regarding regulatory or compliance matters. These statements are subject to known and unknown risks and uncertainties that could cause our actual results to differ materially from those projected or implied during this call, in particular, those described in our risk factors included in our registration statement on Form S-1 filed on April 13, 2022, and our Form 10-K for the fiscal year 2021 filed on March 31, 2022, and in our Form 10-Q for the first quarter of 2022 that will be filed shortly as well as certain uncertainty and unpredictability in our business, the markets and the global economy generally. You should not rely on forward-looking statements as predictions of future events. All forward-looking statements that we make on this call are based on assumptions and beliefs as of the date hereof, and System1 disclaims any obligation to update any forward-looking statements except as required by law. Our discussion today will include non-GAAP financial measures, including pro forma revenue, pro forma gross profit and pro forma adjusted EBITDA. These non-GAAP measures should be considered in addition to and not as a substitute for or in isolation from our GAAP results. Information regarding our non-GAAP financial results, including a reconciliation of our historical GAAP to non-GAAP results may be found in our earnings release, which was furnished with our Form 8-K filed today with the SEC and may also be found on our Investor Relations website. I would now like to turn the conference call over to System1's Co-Founder and Chief Executive Officer, Michael Blend. Michael?
Good afternoon, everyone, and welcome to System1's first earnings call as a public company. As Kyle mentioned, I'm Michael Blend, and I'm the Co-Founder and CEO of System1. Joining me today is Tridivesh Kidambi, our longtime CFO. To begin, I want to say a quick thank you to our System1 shareholders, including our great employees and our new public investors. Thank you for taking the time to learn our story and for supporting our company. We're going to do our absolute best to reward your belief in System1. So we had a great quarter financially, and Tridi is going to walk you through the details. Before we get to the numbers, I would like to provide you with some color about how we're doing operationally at System1, where we're seeing good opportunities and also what our challenges are. My goal is for you to hold System1 as a long-term investment, and the better you understand our company, I think the more excited you're going to be about it. So Q1 was pretty momentous for us. After 8 years as a private company, we went public, completed our merger with Protected.net, made a couple of acquisitions, and we even got popular on the Reddit stock boards. Throughout all of it, our team did what they've always done: they ignored the noise, executed on the business, and focused on the long term. I'm proud of the team for making a very smooth transition into a public company. So on the business front, both of our major business lines, advertising and subscription, had really good momentum in Q1. Advertising saw nice revenue growth across the board, and we don't see any signs of that slowing down. Now, as you know, some of the other public advertising companies have had mixed results because of shifting consumer demand and some privacy-related initiatives by Apple. The beauty of our model is that we aren't dependent on any particular category or vertical, and we can shift to meet changing consumer demand. We also are a privacy-forward advertising platform. In many ways, economic downturns or shifts in the advertising markets help us. We're able to step in and purchase more traffic volume often at cheaper prices. Now our biggest challenge in the advertising business is ensuring our RAMP platform can scale to handle our very ambitious goals. We're currently spending about $650 million annually on advertising, and we'd like to scale that to at least $2 billion over the next several years. Achieving that growth is going to entail expanding RAMP into new advertising markets and making ever-increasing use of our enormous amounts of first-party data. Our team is ready for the challenge. It's going to be a lot of hard work, and it's also going to mean substantially scaling our engineering team. Now, in our subscription business, Q1 offered some very nice pockets of opportunity to scale marketing spend. As our TotalAV product matures, we think we have a new hit on our hands with our Total AdBlock product. That product has gone from 0 subscribers at the beginning of 2021 to over 200,000 at the end of this quarter. These subscribers are behaving and renewing as we expected and in line with TotalAV customers. Similar to our diversification in advertising, we like having multiple subscription services that complement each other. Our longer-term goal here is to have at least 10 hit products, which we define as a product with over 1 million subscribers. With TotalAV and Total AdBlock, we believe we have our first 2. Our biggest challenge in subscription is continuing to develop and scale these new products to add to our mix. Like on the advertising side, this requires great engineers and product managers. Ultimately, we believe System1 is almost uniquely positioned to offer a bundle of subscription products all lumped into a single payment. For example, why would people want to pay $10 a month for 10 different products when they can get all these bundled together for $30? Similar to our advertising business, our goals here are ambitious and will require a lot of hard work, but we're going to see enormous upside when we pull it off. On the M&A front, it's really business as usual. Concurrent with our ongoing strategy, System1 merged with Protected.net. And we took a majority investment in Protected 4 years ago and have been close to their management for over a decade, so our Protected acquisition was more like a marriage after a long engagement. I'm happy to say the honeymoon is over, and we remain happier than ever. Our integration with Protected has mainly been focused on combining our marketing efforts, and we are starting to see really good early progress there. We also have done coordination on product development, and I expect to see our joint product initiatives start to roll out later in the year. Now in Q1, we acquired 2 fantastic founder-led companies in RoadWarrior and CouponFollow. Our strategic rationale for these acquisitions are very straightforward. In the case of RoadWarrior, we added a route planning mobile app sold as a subscription service that is a perfect tuck-in to our MapQuest business. With CouponFollow, we're accelerating our efforts in the direct-to-consumer shopping vertical as well as our reach with direct advertisers. The integration of both these companies is going well. Our first step in any acquisition is getting the teams working together as one company. RoadWarrior has a smaller team and already is working hand-in-hand with our MapQuest team, so we consider the first step of that integration complete. We're now moving on to focusing on using RAMP to scale that product. CouponFollow is a much larger and more dispersed organization. With any bigger acquisition, the integration post-acquisition is always a risk. I'm very happy to report that the CouponFollow team, led by the efforts of their founder, Marc Mezzacca, has embraced joining the System1 organization. System1 has multiple synergies with CouponFollow in both advertising and subscription, and our biggest challenge is making sure we focus on the right opportunities. As a first step, we're working to integrate the CouponFollow codes throughout our network of properties. Now we have a really good track record at acquisitions. I'd like to think we're good at predicting how well they're going to go after the deal closes, but you don't always get it right. With CouponFollow and RoadWarrior, we've been spot on, so welcome to their teams. We also, last week, acquired Answers.com. This deal was a little different for us in that the company was struggling, and we purchased the assets for an immaterial price. However, within those assets, we believe we've identified a crown jewel. Answers.com has millions and millions of user-generated answers to questions. We intend to integrate these throughout our properties and search engines. We believe we can provide a much richer experience on our existing network of websites, and we also will use RAMP to substantially increase the traffic to Answers.com. So for a very attractive price, we've got some really good potentially asymmetric upside on that deal. Regarding future acquisitions, nothing is imminent. We remain on the lookout for companies that we can integrate into our existing network and accelerate using RAMP. There are literally hundreds of prospects out there, and as always, we're going to be very disciplined in our approach. Looking ahead to the rest of the year, I wanted to share our major corporate goals with you. As I mentioned, our top priority is to continue developing RAMP to ensure we have a path to tripling our scale. This is going to entail entry into new markets, scaling our engineering and product teams, and potentially doing some bolt-on acquisitions. On our subscription side, we want to start showing real progress towards our subscription bundle. We're going to keep rolling out new independent subscription products, and we're going to start building the links between them so that we can offer an integrated bundle. I can't promise that you will see tangible results on the bundle this year, but the behind-the-scenes work is going to be ongoing. Regarding our System1 team, we want to continue making major strides such that by the end of the year, all of our companies are operating as a single team. This doesn't happen overnight and it requires real work from the people involved. But as I mentioned, we're seeing great progress with our most recent acquisitions. We also intend to keep investing in our product and engineering teams. We have so many potential opportunities, and the more technical talent we have, the more opportunities we can go after. And finally, we want to work with you, our new shareholders, to start building our long-term shareholder base. This is going to involve helping you get a really deep understanding of our business and also how we operate. So before I hand things over to Trid, I want to give you a brief overview of our operating philosophy and how we measure our progress. While we always want to meet and exceed our short-term financial targets, System1 is not the kind of company that operates quarter-by-quarter. We look at the longer term, and we will make sacrifices if we believe increased shorter-term investments are going to pay off big in the future. We almost definitely will have quarters where we decide to invest more in market technology because a longer-term payoff is so obvious to us. When we do that, we're going to explain to you exactly what our reasoning is. And remember, when we make bets, we are very aligned with you because management owns so much of the company. For every $1 System1 invests today, $0.70 of that comes from management's pockets. So we like to bet big on ourselves, and it's paid off really well for our shareholders in the past. We encourage you to get a deep understanding of System1 and come along for the ride. And with that, I'd like to hand things off to Tridi to discuss this quarter's results. Take it away, Tridi.
Thank you, Michael. Hello, everyone. I'm Tridivesh Kidambi, the CFO of System1, and I'm very pleased to welcome everyone to our 2022 Q1 earnings call. Before I get into specifics on the company's performance this quarter, I thought it would be helpful for this initial call to be more granular in terms of our operating philosophy. First, in terms of how we evaluate initiatives and run our business. Everything starts with RAMP, which is designed to optimize for gross profit dollars. While gross margin is important and a metric we do think about when evaluating opportunities, gross profit dollar generation is the ultimate metric we use to measure the effectiveness of the platform and our initiatives. Second, as Michael mentioned earlier, we have purposely built a diverse business model that is distributed across multiple advertising verticals and acquisition channels. And now, with the full acquisition of Protected, we have a platform through which to launch and market multiple subscription products across multiple consumer and product verticals. Diversification and sustainability are key to both our past and future success. This is a key focus area as we evaluate new acquisition channels and initiatives to invest in and a significant criterion for evaluating M&A opportunities. Third, RAMP automation is key to our organic growth. Everything we do is anchored on our technology platform, which enables continuous optimization and drives operating leverage in our business on an ongoing basis. In addition to investing in new initiatives and features for RAMP, we also prioritize investing in automation. This investment generally comes in the form of product, engineering, and data science resources. Finally, we have a strong track record of executing on accretive M&A transactions. And less than 4 months into our history as a public company, we've continued to do so. Now I'd like to get into the specifics for the first quarter of 2022. But first, as a preamble. When I talk about our financial performance, in every case, I will be referring to pro forma financial metrics, inclusive of Protected.net's results in all periods. For a reconciliation of these metrics to our GAAP financials, please refer to the reconciliation tables in the earnings release issued earlier today. Now on to our results. Revenue was $231 million as compared to $179 million last year with a year-over-year increase of 29%. Gross profit was $61 million, an increase of 58% compared to last year's gross profit of $38 million. The increase in gross profit was evenly split between growth in our owned and operating advertising business as well as in our subscription business. Gross margin was 26.2% of revenue in the first quarter of 2022 compared to 21.4% of revenue in the prior year period. On the advertising front, we acquired 975 million sessions to our owned and operated advertising properties in the quarter, reflecting a 32% increase year-over-year. Our cost per session was $0.14, with a corresponding monetization of $0.18 per session, representing a 30% spread, which is in line with where we were last year. Our gross margin increase was driven by our subscription business where the customer mix of our flagship TotalAV product continues to shift towards renewing customers who are at a higher ARPU relative to new customers who are at our introductory pricing. Once we acquire the customer, we have very little in the way of marginal cost to support them. Subscriber ARPU increased to $20.22 in the quarter versus $18.84 last year. As Michael mentioned earlier, while the TotalAV product is maturing, Total AdBlock as a new subscription product is accelerating at a pace that closely mirrors TotalAV's trajectory at a similar point in its lifecycle. With respect to change in deferred revenue, which represents the delta between GAAP subscription revenue and billings, we had $5.5 million in the quarter. In our guidance for the year, we assumed change in deferred revenue remains flat, with a similar seasonal spread through the quarters as we saw last year. Operating expenses, net of add-backs, were $30.5 million in the quarter compared to $19.2 million last year. The increase is reflective of our continued investment in RAMP via engineering, product, analytics, and data science headcount as well as our transition from a private company to a public one via increased corporate and G&A headcount as well as increased public company costs such as legal and insurance. With respect to public company costs, we expect Q1 to be a good baseline for what it will cost us to be a public company going forward. As a result, adjusted EBITDA was $30 million for the 3 months ended March 31, 2022, versus $19 million last year, a 58% increase. With respect to liquidity, we ended the quarter with $42 million of cash on the balance sheet. Gross debt, including the revolver drawdown to finance the CouponFollow acquisition, was $449 million. At March 31, LTM billings-based EBITDA, pro forma for the CouponFollow and RoadWarrior acquisitions as defined by our credit facility was $166 million, resulting in a net leverage ratio of 2.45x. Finally, guidance. We are estimating Q2 revenue to come in between $223 million and $233 million, representing 11% growth at the midpoint. We are estimating Q2 gross profit to come in between $67 million and $73 million, representing pro forma growth of 25% at the midpoint. And we are estimating Q2 adjusted EBITDA to come in between $36 million and $38 million. Our Q2 guidance is reflective of a tough year-over-year comp versus last year, where the subscription business generated a large sequential increase in gross profit in Q2, with the customer base hitting an inflection point with respect to renewals combined with additional forecasted marketing spend this quarter to accelerate the acquisition of customers for the Total AdBlock product. Once we anniversary the Q2 comp, we expect to be back to strong growth trends. And for the full year, we are reaffirming the previous guidance we released at the end of March, with revenue of $1 billion and adjusted EBITDA of $174 million. This implies approximately 45% growth in the second half of 2022 versus the prior year, the majority of which is organic growth. On liquidity, we expect to use our cash flow generated from operations towards amortization payments on our credit facility due over the remainder of the year as well as to pay down our revolver. We are also due to pay another $21.5 million of deferred upfront purchase price payments for CouponFollow. We also paid approximately $5 million for Answers.com, including transaction costs, which we closed last week. With that, I've come to the end of my prepared remarks. Thank you for joining us today, and now let's go to questions.
Our first question comes from Tom Forte with D.A. Davidson.
So first off, Michael and Tridi, congrats on the successful de-SPACing and the performance in the first quarter. So I had one question and then one follow-on question. So Michael, can you talk about sources of traffic for you? To what extent, if at all, you're dependent on Google? And then what are your thoughts on other advertising opportunities such as connected TV?
Yes. Sure, Tom. So first of all, I hope you're having a good day today. Thanks for calling in. So we've broken out our sources of traffic, I believe, in our presentation. But when you think about where we get our traffic from, it's really anywhere that there's scale on the Internet. So we are buying traffic on search engines like Google, Bing, Yahoo!. We're on all the native networks. We're on display. We're not doing much on connected TV right now, primarily because we like to really enter markets when there's more sophisticated technology to kind of track performance, and we're not seeing that yet on connected TV. When those tools are there, I expect that we'll be entering there as well. But in some of the newer emerging areas, we're starting to figure out TikTok, which has been growing pretty nicely for us. And really wherever there's a pocket of people that want to buy things, that's where we're going to be. The Internet's pretty heavy on Google, so we're going to be buying a lot of traffic from Google.
Great. And then for my follow-up question, you had talked about privacy. I think privacy is very important right now. When you look at the digital advertising landscape, Apple's efforts to emphasize privacy seems to be pretty...
It looks like we have lost connection with Tom Forte. We will go to the next question from Shweta Khajuria with Evercore ISI.
I would like to ask about the performance in the first quarter and the guidance for the full year. Tridi, if you could share your thoughts on the structure of your full year guidance. I noticed your expectations for EBITDA and revenue from the acquisitions, but I'm curious about how much of the macroeconomic impact is factored in and your perspective on that. Additionally, regarding the first quarter performance, how did your results align with your internal expectations?
Sure. Thanks for the question, Shweta. Just answering that in order. In terms of our performance for the full year guide, as you see in the earnings release, we essentially reaffirmed our guidance from where we were at the end of March when we released our FY '21 guidance. The makeup of how we're seeing the year come together has basically stayed in line with where we were 6 weeks ago, which is why we're reaffirming guidance. The beginning of Q2 has gone the way that we had anticipated, again seeing strong growth both on the advertising and the subscription portions of our business with the completion of the acquisition of Protected. I think most importantly, we spent a lot of last year in investment mode, both in terms of headcount and resources on the platform as well as investing in marketing initiatives and new channels. We're really expecting to see that manifest itself in gross profit in our business, which is why we see and are projecting a very nice growth rate, even absent the acquisitions on an organic basis, still seeing very strong growth year-over-year. With respect to the first quarter, it came in, in line. We didn't provide Q1 guidance when we released our financials because we were already at the end of Q1. But Q1 came in line with where we expected specifically when it comes to gross profit and EBITDA.
Yes, and Shweta, just as a quick follow-up to that. It came in line, but also we understand the importance of kind of our first few quarters out of the gate, making sure we don't disappoint our investors. So when we look at our full year guidance, we feel pretty confident in the numbers we put out there, hopefully giving ourselves some room to do some incremental marketing when the opportunities arise.
There are currently no further questions registered. Our next question comes from Dan Kurnos with Benchmark.
I have a couple of points regarding CouponFollow and its integration. How should we view the potential for another license and its contribution results? You provided the annual contribution in your guidance, but I'm curious about any incremental areas of opportunity. Michael, you mentioned integration challenges associated with being a larger company, and it's clearly a very competitive space. We've observed that many larger players seem to recognize this as a logical move, and there appears to be significant collaboration between this business and your other segments. Could you elaborate on your thoughts about this and when we might receive updates, perhaps in a general sense, about the additional opportunities the acquisition might present?
Yes, thank you for the question. Regarding CouponFollow, we see numerous opportunities and are focused on selecting the best ones. Our strategy at the time of the acquisition, which has proven effective, is centered on three key areas. First, we have the capability to purchase traffic and leverage RAMP to profitably increase traffic to CouponFollow. We are in the early stages of this initiative and remain very confident in our ability to execute it. The second area involves integrating CouponFollow across our other platforms. For example, when users search on our engines like Startpage or Info.com, many are looking for coupons and promo codes. We see a valuable opportunity to incorporate CouponFollow's databases of promotions and coupon codes throughout our other properties, which will drive more traffic to CouponFollow and enhance the relevance and utility of our current offerings. The third area, which we consider a significant opportunity, is in the cashback sector. CouponFollow is beginning to launch cashback programs on a larger scale, and we find this to be an exciting prospect to integrate into our subscription business. We might offer cashback as a standalone service, as well as incorporate cashback shopping into our existing subscription products, aiming to transform it into a major product for us. Additionally, enhancing our product offerings within existing subscription services could boost retention. Overall, CouponFollow's capabilities and assets present opportunities throughout our entire company, indicating our potential for growth.
Got it. That's super helpful. And then speaking of the subscription side, can you give us a little more color just on the cadence of kind of new products? I know you want to hold that a little bit close to the vest, but just in terms of how we should be thinking about timing of rollout testing. And while I assume the answer to this is it kind of doesn't matter, but obviously, people think, oh we're in a recession, they think fewer subscription products, but your RAMP platform obviously allows you guys to sort of participate in the customer acquisition channels in a much different way than other players in the space. So just any thoughts that you have on impact to or growth in subscription, just given the macro backdrop.
We believe that macro conditions are not significantly impacting our subscription offerings. These are not high-ticket items; rather, they're products that typically cost around $10 a month or less, providing substantial value to users. We haven't experienced any downturn in this area. The Protected business has a long history with subscription products, spanning 15 years, and has successfully navigated various economic cycles without a notable impact on their business. Looking ahead, we plan to launch new subscription products approximately every six months, and we aim for a quicker rollout. There is a new product we expect to introduce by the time we report our next quarter, and we have high expectations for it. While not every product will be a success, our objective is to release offerings we believe will perform well. You will continue to see new products being introduced, and some of these will likely become significant successes. For instance, I compared the subscriber growth of our TotalAV product from five or six years ago with the growth of our Total AdBlock product over the past six to eight months, and the trends are strikingly similar. This gives us confidence that our second major product is on the right path, and we plan to expand to additional successful products in the coming years.
Got it. That's really helpful. I look forward to more color on the bundling in the future.
Thanks, Dan. I think Tom is back on if he still wanted to ask his privacy-related question.
Yes, absolutely. Thomas, your line is now open again.
Great. So Michael, apologies for the technical difficulties on my part. You had mentioned privacy. Apple's efforts on privacy have been disrupting digital advertising in general. So what is your philosophy? And how is it that you haven't been negatively impacted by what Apple has been doing?
So 2 things that are good for us in terms of Apple's privacy-related initiatives and also the ones that Google eventually is going to be getting to. They keep pushing that back, but I'm sure they're going to be coming. First of all, what Apple, and we've mentioned this on all of our calls to date and whatnot, what they're really trying to do is eliminate the intrusive use of third-party cookies and really intrusive data gathering on mobile phones. Consumers hate that, and we don't think it has long-term viability. So we applaud the moves that Apple's making and also the moves that Google will be making in the future. The good thing about our advertising platform is that we don't make use of that kind of third-party data in any material way. We're much more focused on intent-based advertising and contextual. We're trying to find what people are searching for, and we're doing advertising based on people's searches. We're also doing advertising on contextual-based advertising. That's the kind of advertising that really all of digital is moving towards. We just happen to be ahead of the game in that. The privacy changes are actually advantageous to us because it favors the kind of marketing we do. On a more macro sense, our system, our platform does really, really well also when there's disruptions in the advertising landscape. What I mean by that is if you look at the last few quarters since Apple rolled out its changes, a good example of a segment that's been disrupted is mobile app download advertising, so advertising designed to get people to download mobile apps. That was, in large part, pretty heavily dependent on intrusive data gathering. So when the overall market is disrupted, it gives us the opportunity to step in and purchase more traffic at reasonable prices. So we like disruption. We sail through that, and you can kind of see that in our results. We haven't been affected at all by privacy-related changes. If anything, we would encourage Google to speed up its changes that they're going to be rolling out. We think it's good for consumers, but also specifically good for System1.
It is now my pleasure to pass the conference back to our host, Michael Blend, for closing remarks. Michael, please proceed.
Thank you. So first of all, just to wrap up our first earnings call, I want to thank everyone for your interest in System1. We think we've got a really exciting story, and we know we have an opportunity for investors to capitalize on our business that's really fast growing and highly profitable, particularly in the current landscape in which we believe investors are going to be looking for not only fast-growing companies but companies that have reliable cash flow. And there's not that many of them out there. We happen to be one of the few in the technology world. So we've got a really sustainable competitive advantage with our RAMP platform, and our business is diversified. So with that, we think that we're the company that you should be betting on. We're betting on ourselves, and we welcome you coming in as long-term investors. So thank you. And with that, I'll conclude the call.
This concludes the System1 conference call. Thank you for your participation. You may now disconnect your line.