System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Amounts in thousands, except for per unit and per share amounts)
| | | | | | | | | | | | | | | | | |
| Successor |
| March 31, 2022 |
| As Previously Reported | | Adjustments | | As Restated |
| Current assets: | | | | | |
| Cash and cash equivalents | $ | 42,178 | | | $ | 4 | | (o) | $ | 42,182 | |
| Restricted cash, current | 4,895 | | | (93) | | (n) | |
| | | (1) | | (o) | 4,801 | |
| Accounts receivable, net of allowance for doubtful accounts | 99,976 | | | 292 | | (n) | 100,268 | |
| Prepaid expenses and other current assets | 14,468 | | | 4,600 | | (e) | |
| | | (3,663) | | (m) | |
| | | 4 | | (o) | 15,409 | |
| Total current assets | 161,517 | | | 1,143 | | | 162,660 | |
| Restricted cash, non-current | 3,034 | | | (199) | | (n) | |
| | | 1 | | (o) | 2,836 | |
| Property and equipment, net | 2,855 | | | — | | | 2,855 | |
| Internal-use software development costs, net | 10,704 | | | (10,470) | | (a) | |
| | | 1,110 | | (j) | 1,344 | |
| Intangible assets, net | 568,675 | | | 18,414 | | (a) | 587,089 | |
| Goodwill | 907,009 | | | (7,188) | | (a) | |
| | | (3,339) | | (b) | |
| | | (6,122) | | (e) | |
| | | (11,248) | | (g) | |
| | | (518) | | (h) | |
| | | 483 | | (k) | |
| | | (681) | | (l) | $ | 878,396 | |
| Operating lease right-of-use assets | 6,388 | | | — | | | 6,388 | |
| Other non-current assets | 808 | | | 27 | | (e) | |
| | | (5) | | (o) | 830 | |
| Total assets | $ | 1,660,990 | | | $ | (18,592) | | | $ | 1,642,398 | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY/MEMBERS’ DEFICIT | | | | | |
| Current liabilities: | | | | | |
| Accounts payable | $ | 76,004 | | | $ | — | | | $ | 76,004 | |
| Accrued expenses and other current liabilities | 67,635 | | | (3,339) | | (b) | |
| | | 1,413 | | (e) | |
| | | (2,081) | | (g) | |
| | | 299 | | (k) | |
| | | (478) | | (l) | |
| | | (3,716) | | (m) | |
| | | 2 | | (o) | 59,735 | |
| Deferred revenue | 64,810 | | | — | | | 64,810 | |
| Operating lease liabilities, current | 1,895 | | | — | | | 1,895 | |
| Due to related party | 80 | | | — | | | 80 | |
| Notes payable, current | 14,822 | | | — | | | 14,822 | |
| Total current liabilities | 225,246 | | | (7,900) | | | 217,346 | |
| Operating lease liabilities, non-current | 5,645 | | | — | | | 5,645 | |
| Notes payable, non-current | 409,777 | | | — | | | 409,777 | |
| Warrant liability | 40,773 | | | — | | | 40,773 | |
| Deferred tax liability | 144,027 | | | (2,907) | | (e) | |
| | | (2,380) | | (m) | |
| | | (2) | | (o) | 138,738 | |
| Other liabilities | 5,804 | | | (209) | | (l) | 5,595 | |
| Total liabilities | 831,272 | | | (13,398) | | | 817,874 | |
| Commitments and contingencies (Note 11) | | | | | |
| STOCKHOLDERS’ EQUITY / MEMBERS’ DEFICIT | | | | | |
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Amounts in thousands, except for per unit and per share amounts)
| | | | | | | | | | | | | | | | | |
| Successor |
| March 31, 2022 |
| As Previously Reported | | Adjustments | | As Restated |
Class A common stock - $0.0001 par value; 500,000 shares authorized, 86,597 Class A shares issued and outstanding as of March 31, 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 March 31, 2022 | 2 | | | — | | | 2 | |
| Additional paid-in capital | 728,540 | | | 31,167 | | (c) | |
| | | 25,336 | | (d) | |
| | | (11,360) | | (g) | |
| | | (518) | | (h) | |
| | | 4,157 | | (m) | |
| | | 3 | | (o) | 777,325 | |
| Accumulated deficit | (89,175) | | | 756 | | (a) | |
| | | (31,167) | | (c) | |
| | | (25,336) | | (d) | |
| | | 2,195 | | (g) | |
| | | (836) | | (i) | |
| | | 1,110 | | (j) | |
| | | 184 | | (k) | |
| | | 6 | | (l) | |
| | | (1,603) | | (m) | (143,866) | |
| Accumulated other comprehensive (loss) income | (28) | | | (1) | | (e) | |
| | | (2) | | (g) | |
| | | 255 | | (i) | |
| | | (121) | | (m) | 103 | |
| Total stockholders’ equity/members’ deficit attributable to System1, Inc. | 639,348 | | | (5,775) | | | 633,573 | |
| Non-controlling interest | 190,370 | | | 581 | | (i) | 190,951 | |
| Total stockholders’ equity/members’ deficit | 829,718 | | | (5,194) | | | 824,524 | |
| Total liabilities and stockholders’ equity/members’ deficit | $ | 1,660,990 | | | $ | (18,592) | | | $ | 1,642,398 | |
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Amounts in thousands, except for per unit and per share 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 |
| Period from January 27, 2022 through March 31, 2022 | | | Period from January 1, 2022 through January 26, 2022 |
| As Previously Reported | | Adjustments | | As Restated | | | As Previously Reported | | Adjustments | | As Restated |
| Revenue | $ | 166,108 | | | $ | — | | | $ | 166,108 | | | | $ | 52,712 | | | $ | — | | | $ | 52,712 | |
| Operating costs and expenses: | | | | | | | | | | | | |
| Cost of revenues (excluding depreciation and amortization shown separately below) | 120,131 | | | 261 | | (k) | | | | 41,760 | | | (261) | | (k) | |
| | | (8) | | (o) | 120,384 | | | | | | 8 | | (o) | 41,507 | |
| Salaries, commissions, and benefits | 43,459 | | | 5,223 | | (g) | | | | 35,175 | | | (3,993) | | (g) | |
| | | (483) | | (j) | | | | | | (1) | | (o) | 31,181 | |
| | | (1) | | (o) | 48,198 | | | | | | | | |
| Selling, general, and administrative | 14,981 | | | 661 | | (g) | | | | 14,817 | | | 744 | | (k) | |
| | | (445) | | (k) | | | | | | 104 | | (o) | 15,665 | |
| | | (6) | | (l) | | | | | | | | |
| | | (103) | | (o) | 15,088 | | | | | | | | |
| Depreciation and amortization | 23,311 | | | (756) | | (a) | | | | 1,000 | | | — | | | 1,000 | |
| | | (627) | | (j) | 21,928 | | | | | | | | |
| Total operating costs and expenses | 201,882 | | | 3,716 | | | 205,598 | | | | 92,752 | | | (3,399) | | | 89,353 | |
| Operating income (loss) | (35,774) | | | (3,716) | | | (39,490) | | | | (40,040) | | | 3,399 | | | (36,641) | |
| Interest expense | 4,776 | | | — | | | 4,776 | | | | 1,049 | | | — | | | 1,049 | |
| Loss on warrant fair value | 13,761 | | | — | | | 13,761 | | | | — | | | — | | | — | |
| Income (loss) before income tax | (54,311) | | | (3,716) | | | (58,027) | | | | (41,089) | | | 3,399 | | | (37,690) | |
| Income tax (benefit) expense | (16,252) | | | 1,603 | | (m) | (14,649) | | | | (629) | | | — | | | (629) | |
| Net (loss) income | $ | (38,059) | | | $ | (5,319) | | | $ | (43,378) | | | | $ | (40,460) | | | $ | 3,399 | | | $ | (37,061) | |
| Net (loss) attributable to non-controlling interest | (8,068) | | | 759 | | (i) | (7,309) | | | | — | | | — | | | — | |
| Net (loss) income attributable to System1, Inc. | $ | (29,991) | | | $ | (6,078) | | | $ | (36,069) | | | | $ | (40,460) | | | $ | 3,399 | | | $ | (37,061) | |
| | | | | | | | | | | | |
| Basic and diluted net loss per share | $ | (0.36) | | | $ | (0.07) | | | $ | (0.44) | | | | $ | (1.97) | | | $ | 0.17 | | | $ | (1.81) | |
| Weighted average units outstanding - basic and diluted | 82,210 | | | 498 | | (s) | 82,708 | | | | 20,488 | | | — | | | 20,488 | |
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Amounts in thousands, except for per unit and per share 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 | | | Predecessor |
| Period from January 27, 2022 through March 31, 2022 | | | Period from January 1, 2022 through January 26, 2022 |
| As Previously Reported | | Adjustments | | As Restated | | | As Previously Reported | | Adjustments | | As Restated |
| Net (loss) income | $ | (38,059) | | | $ | (5,319) | | (a)(g)(j)(k)(l)(m)(o) | $ | (43,378) | | | | $ | (40,460) | | | $ | 3,399 | | (g)(k)(o) | $ | (37,061) | |
| Other comprehensive (loss) income | | | | | | | | | | | | |
| Foreign currency translation income | (34) | | | 137 | | (m)(p) | 103 | | | | 87 | | | — | | | 87 | |
| Comprehensive (loss) income | $ | (38,093) | | | $ | (5,182) | | | $ | (43,275) | | | | $ | (40,373) | | | $ | 3,399 | | | $ | (36,974) | |
| Comprehensive (loss) attributable to non-controlling interest | (8,074) | | | 841 | | (i)(p) | (7,233) | | | | — | | | — | | | — | |
| Comprehensive (loss) income attributable to System1, Inc. | $ | (30,019) | | | $ | (6,023) | | | $ | (36,042) | | | | $ | (40,373) | | | $ | 3,399 | | | $ | (36,974) | |
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 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 March 31, 2022 | | | | | | | | | | | | | | | | | | | |
| BALANCE—January 26, 2022 | 52,680 | | $ | 5 | | | — | | $ | — | | | — | | $ | — | | | $ | 525,579 | | | $ | (59,184) | | | $ | — | | | $ | — | | | $ | 466,400 | | |
| Effect of the Merger | 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 Merger, net of offering costs, underwriting discounts and commissions | — | | — | | | — | | — | | | — | | — | | | — | | | — | | | — | | | — | | | — | | |
| 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 | | |
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Amounts in thousands, except for per unit and per share 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 March 31, 2022 | | | | | | | | | | | | | | | | | | | |
| BALANCE—January 26, 2022 | (930) | | $ | — | | | — | | $ | — | | | — | | $ | — | | | $ | 48,424 | | | $ | (48,613) | | | $ | — | | | $ | — | | | $ | (189) | | (c) (d) (g) |
| Effect of the Merger | — | | — | | | — | | — | | | (1,450) | | — | | | (8,687) | | | — | | | — | | | — | | | (8,687) | | (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 the 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 | | (e) |
| Other comprehensive income | — | | — | | | — | | — | | | — | | — | | | — | | | — | | | 131 | | | (178) | | | (47) | | (p) |
| Share-based compensation | — | | — | | | — | | — | | | — | | — | | | 4,231 | | | — | | | — | | | — | | | 4,231 | | (g) |
| BALANCE—March 31, 2022 | — | | $ | — | | | — | | $ | — | | | — | | $ | — | | | $ | 48,785 | | | $ | (54,691) | | | $ | 131 | | | $ | 581 | | | $ | (5,194) | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| 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 March 31, 2022 | | | | | | | | | | | | | | | | | | | |
| BALANCE—January 26, 2022 | 51,750 | | $ | 5 | | | — | | $ | — | | | — | | $ | — | | | $ | 574,003 | | | $ | (107,797) | | | $ | — | | | $ | — | | | $ | 466,211 | | |
| Effect of the Merger | 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 the 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 | | |
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Amounts in thousands, except for per unit and per share amounts)
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Amounts in thousands, except for per unit and per share 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 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)
(Amounts in thousands, except for per unit and per share 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 cash flows. The footnotes correspond to the error descriptions above:
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Amounts in thousands, except for per unit and per share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Successor | | | Predecessor |
| Period from January 27, 2022 through March 31, 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) | $ | (38,059) | | | $ | (5,319) | | (a)(g)(j)(k)(l)(m)(o) | $ | (43,378) | | | | $ | (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 | 23,311 | | | (1,383) | | (a)(j) | 21,928 | | | | 1,000 | | | — | | | 1,000 | |
| Share-based compensation | 27,167 | | | 5,135 | | (g)(o)(q) | 32,302 | | | | 27,698 | | | (3,993) | | (g) | 23,705 | |
| Amortization of debt issuance costs | 911 | | | — | | | 911 | | | | — | | | — | | | — | |
| Noncash lease expense | 283 | | | — | | | 283 | | | | 115 | | | — | | | 115 | |
| Write-down of internal use software development costs | 676 | | | (676) | | (q) | — | | | | — | | | — | | | — | |
| Change in fair value of contingent consideration and CEO equity profit interest | 1 | | | (1) | | (q) | — | | | | (9) | | | — | | | (9) | |
| Change in fair value of warrants | 13,761 | | | — | | | 13,761 | | | | — | | | — | | | — | |
| Deferred tax benefits | (17,141) | | | 1,601 | | (m)(q) | (15,540) | | | | (816) | | | — | | | (816) | |
| Other | — | | | 661 | | (g) | 661 | | | | — | | | — | | | — | |
| Changes in operating assets and liabilities | | | | | | | | | | | | |
| Accounts receivable | (14,522) | | | (294) | | (n)(q) | (14,816) | | | | 11,118 | | | — | | | 11,118 | |
| Prepaids and other assets | (9,920) | | | 6,225 | | (k)(o)(q) | (3,695) | | | | 905 | | | 164 | | (k) | 1,069 | |
| Accounts payable | 66,170 | | | (79) | | (q) | 66,091 | | | | (67,600) | | | — | | | (67,600) | |
| Accrued expenses and other liabilities | (171,340) | | | 103,703 | | (k)(o)(q) | (67,637) | | | | 57,170 | | | 318 | | (k)(o) | 57,488 | |
| Deferred revenue | 3,654 | | | — | | | 3,654 | | | | 311 | | | — | | | 311 | |
| Long term earn-out liabilities | — | | | 5,595 | | (q) | 5,595 | | | | — | | | — | | | — | |
| Other long-term liabilities | 88,832 | | | (119,812) | | (l)(q) | (30,980) | | | | 78 | | | (1) | | (o) | 77 | |
| Net cash used in operating activities | (26,216) | | | (4,644) | | | (30,860) | | | | (10,490) | | | (113) | | | (10,603) | |
| Cash flows from Investing Activities: | | | | | | | | | | | | |
| Purchases of property and equipment | (1,373) | | | (54) | | (q) | (1,427) | | | | — | | | — | | | — | |
| Expenditures for internal-use software development costs | (922) | | | (467) | | (j)(q) | (1,389) | | | | (441) | | | — | | | (441) | |
| Acquisition of businesses, net of cash acquired | (426,555) | | | 3,581 | | (o)(q) | (422,974) | | | | — | | | — | | | — | |
| Net cash used in investing activities | (428,850) | | | 3,060 | | | (425,790) | | | | (441) | | | — | | | (441) | |
| Cash flows from Financing Activities: | | | | | | | | | | | | |
| Proceeds from term loan and line of credit | 449,000 | | | — | | | 449,000 | | | | — | | | — | | | — | |
| Repayment of term loan | (172,488) | | | — | | | (172,488) | | | | — | | | — | | | — | |
| Payments for financing costs | (24,423) | | | (422) | | (q) | (24,845) | | | | — | | | — | | | — | |
| Redemptions of Class A common stock | (510,469) | | | — | | | (510,469) | | | | — | | | — | | | — | |
| Cash received from the Backstop | 246,484 | | | — | | | 246,484 | | | | — | | | — | | | — | |
| Distributions to members | (247) | | | (216) | | (q) | (463) | | | | — | | | — | | | — | |
| Net cash used in financing activities | (12,143) | | | (638) | | | (12,781) | | | | — | | | — | | | — | |
| Effect of exchange rate changes in cash, cash equivalent and restricted cash | (237) | | | 1,934 | | (p) | 1,697 | | | | (132) | | | 113 | | (p) | (19) | |
| Net increase (decrease) in cash, cash equivalents and restricted cash | (467,446) | | | (288) | | | (467,734) | | | | (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 | $ | 50,107 | | | $ | (288) | | | $ | 49,819 | | | | $ | 37,576 | | | $ | — | | | $ | 37,576 | |
| Reconciliation of cash, cash equivalents and restricted cash to the Condensed Consolidated Balance Sheets: | | | | | | | | | | | | |
| Cash and cash equivalents | $ | 42,178 | | | $ | 4 | | (o) | $ | 42,182 | | | | $ | 36,833 | | | $ | — | | | $ | 36,833 | |
| Restricted cash | $ | 7,929 | | | $ | (292) | | (n) | 7,637 | | | | 743 | | | — | | | 743 | |
| Total cash, cash equivalents and restricted cash | $ | 50,107 | | | $ | (288) | | | $ | 49,819 | | | | $ | 37,576 | | | $ | — | | | $ | 37,576 | |
| | | | | | | | | | | | |
| Supplemental cash flow information: | | | | | | | | | | | | |
| Cash paid for interest | $ | 932 | | | $ | — | | | $ | 932 | | | | $ | — | | | $ | — | | | $ | — | |
| Cash paid for taxes | $ | 261 | | | $ | — | | | $ | 261 | | | | $ | 241 | | | $ | — | | | $ | 241 | |
| ROU assets obtained in exchange for operating lease liabilities | $ | — | | | $ | — | | | $ | — | | | | $ | 7,987 | | | $ | — | | | $ | 7,987 | |
| Equity issuance to settle intercompany loan | $ | — | | | $ | — | | | $ | — | | | | $ | — | | | $ | 941 | | | $ | 941 | |
| Deferred consideration for acquisition | $ | — | | | $ | 23,500 | | | $ | 23,500 | | | | $ | — | | | $ | — | | | $ | — | |
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Amounts in thousands, except for per unit and per share amounts)
2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Principles of Consolidation
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 combined 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 from January 27, 2022 through March 31, 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.
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 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 period from January 27, 2022 through March 31, 2022 (Successor) 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.
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.
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Amounts in thousands, except for per unit and per share amounts)
The Company’s revenue is dependent on two key Advertising Partners, which are Google and Microsoft, and which comprised 88% and 4%, respectively, of the Company’s revenue for the period from January 1, 2022 through January 26, 2022 (Predecessor), 73% and 3%, respectively, of the Company's revenue from January 27, 2022 through March 31, 2022 (Successor), and 83% and 5%, respectively, of the Company’s revenue for the three months ended March 31, 2021 (Predecessor).
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 a two-year term through July 31, 2023. All arrangements under the Microsoft contract were originally set to expire on November 30, 2021. However, the parties initially agreed to a three-month extension through February 28, 2022, and thereafter the contract continues to automatically renew on a month to month basis as the parties work to finalize a renewal or long-term extension of this arrangement. 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. 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 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.
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, valuation of goodwill, acquired intangible assets and long-lived assets for impairment, inputs into the valuation of the Company’s share-based compensation awards, income taxes, variable and contingent consideration and 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.
Cash and Cash Equivalents
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Amounts in thousands, except for per unit and per share amounts)
Cash and cash equivalents consist of amounts held as bank deposits.
Accounts Receivable
Accounts receivable primarily represent amounts due from its Advertising Partners, 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 therefore no allowance for doubtful accounts is required as of March 31, 2022 (Successor) and December 31, 2021 (Predecessor), respectively. 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 inside the United States. As of March 31, 2022 (Successor), two of the Company’s largest Advertising Partners, Google and Yahoo represented 73% and 9% 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) as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the Warrants and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the Warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, or meet all of the requirements for equity classification under ASC 815, including (i) whether the Warrants are indexed to the Company’s own common stock and (ii) whether the holders of the Warrants could potentially require “net cash settlement” in circumstance(s) outside of the Company’s control, among other conditions required for equity classification. This assessment, which requires the use of professional judgment by management, was conducted at the time of issuance of the Warrants, and is conducted at each subsequent quarterly period end date while any Warrants remain outstanding. For issued or modified Warrants that meet all of the criteria for equity classification, such Warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified Warrants that do not meet all the criteria for equity classification, liability-classified Warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of such Warrants are recognized as a non-cash gain or loss on the Condensed Consolidated Statement of Operations.
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Amounts in thousands, except for per unit and per share amounts)
The Company accounts for the Warrants 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 FASB 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.
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 and accrued 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 March 31, 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.
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Amounts in thousands, except for per unit and per share amounts)
Restricted Cash
The Company had restricted cash of $7,637 and $743 as of March 31, 2022 (Successor) and December 31, 2021 (Predecessor), respectively, and primarily consists of the following items:
i.cash held as collateral at one of the Company’s financial institutions to secure the Company’s letter of credit issued in favor of its landlord under the lease for its corporate office,
ii.funds held by the Company's credit card processors 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 as the service requirement is completed,
iv.the escrow account balance related to the indemnification obligations related to its RoadWarrior acquisition, and
v.the escrow account balance related to the postcombination compensation arrangement related to the CouponFollow acquisition.
The amount of restricted cash as of December 31, 2021 (Predecessor) relates to cash held as collateral at one of the Company’s financial institutions to secure the Company’s letter of credit issued in favor of its landlord under the lease for its corporate office.
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. Estimated useful lives are three years for computer equipment, office equipment and software, three to seven years for furniture, fixtures and equipment, four years for motor vehicles and the shorter of the remaining lease term or estimated useful life for leasehold improvements. 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.
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 stages, 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-
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Amounts in thousands, except for per unit and per share amounts)
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 estimated useful lives of the Company’s intangible assets are as follows:
| | | | | | | | | | | |
| Useful Life |
| (Years) |
| Developed technology | 4 |
| Customer relationships | 3 | - | 5 |
| Trademarks and trade names | 10 |
| Other intangibles | 4 |
The weighted average amortization period for all intangibles is 7 years.
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. Management has determined there to be no impairment of long-lived assets during the period from January 27, 2022 through March 31, 2022 (Successor), the period from January 1, 2022 through January 26, 2022 (Predecessor), and the three-month period ended March 31, 2021 (Predecessor).
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
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Amounts in thousands, except for per unit and per share amounts)
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, 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 book value, 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. During the period from January 1, 2022 through January 26, 2022 (Predecessor), the period from January 27, 2022 through March 31, 2022 (Successor), and for the three months ended March 31, 2021 (Predecessor), there were no triggering events identified, and therefore no impairment charges recorded on goodwill during the interim periods were required.
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:
•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:
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Amounts in thousands, except for per unit and per share amounts)
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. The payment term is typically 30 days.
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 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. 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. The portion of deferred revenue that is anticipated to be recognized as revenue during the succeeding twelve-month period is recorded as deferred revenue and the remaining portion is recorded as deferred revenue, noncurrent.
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, and licensing costs to provide mapping services to Mapquest.com, and licensing costs related to the utilization of antivirus engine licensing costs 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.
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Amounts in thousands, except for per unit and per share amounts)
Salaries, Commissions, and Benefits
Salaries, commissions and benefits expenses include salaries, bonuses, stock-based compensation, costs incurred in the preliminary project planning and post-implementation stages of internal use software development, employee benefits costs associated with our executive, finance, legal, human resources, compliance, and other administrative personnel, as well as accounting and legal professional services fees.
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 graded vesting schedules and 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. After the Merger, the Company’s fair value of its common stock is derived from the market price of its Class A common stock, which is traded on the NYSE. 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)
(Amounts in thousands, except for per unit and per share 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.
Selling, General, and Administrative Expenses
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 investment(s) 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)
(Amounts in thousands, except for per unit and per share 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 we determine that we would not be able to realize our DTAs in the future in excess of their net recorded amount, we 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) we determine 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, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. We recognize both accrued interest and penalties, when appropriate, in provision for income taxes in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).
For the period from January 1, 2022 through January 26, 2022 (Predecessor), the period from January 27, 2022 through March 31, 2022 (Successor), and for the three months ended March 31, 2021 (Predecessor), 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, together 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. As additional shares of Class A common stock are issued at the Company level, Class A units in S1 Holdco are issued to the Company to maintain a one-to-one ratio of Class A common stock outstanding to the Company's Class A units in S1 Holdco.
The following table summarizes the ownership interest in S1 Holdco as of March 31, 2022 (Successor).
| | | | | | | | | | | |
| Units (in thousands) | | Ownership % |
| Class A units of S1 Holdco | 86,597 | | | 80 | % |
| Class B units of S1 Holdco | 22,077 | | | 20 | % |
Recent Accounting Pronouncements
In December 2019, the FASB issued ASU No. 2019-12 Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes. The FASB issued this Update as part of its Simplification Initiative to improve areas of U.S. GAAP and reduce cost and complexity while maintaining usefulness. The main provisions remove certain exceptions, including the exception to the incremental approach of intra-period tax allocation when there is a loss from continuing operations and income or gain from other items, the exception to the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. In addition, the amendments simplify income tax accounting in the areas such as income-based franchise taxes, eliminating the requirements to allocate consolidated current and deferred tax expense in certain instances and a requirement that an entity reflects the effect of enacted changes in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date.
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Amounts in thousands, except for per unit and per share amounts)
For public companies, the standard is effective for fiscal years beginning after December 15, 2020, and interim periods therein. Early adoption of the amendments is permitted for which financial statements have not yet been made available for issuance. As of January 1, 2022, the Company has adopted the amendments of ASU 2019-12. The Company has not recorded a cumulative effect because of adopting this new standard.
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). ASU No. 2016-02 requires lessees to recognize a lease liability and a right-of-use asset in the Consolidated Balance Sheet and aligns many of the underlying principles of the new lessor model with those in ASC 606, Revenue From Contracts With Customers. ASU No. 2016-02 is effective for fiscal years beginning after December 15, 2021, with early adoption permitted. Upon adoption, there will be a material increase in total assets and total liabilities in the Consolidated Balance Sheet due to the recognition of right-of-use assets and lease liabilities for the Company’s leases. In June 2020, the FASB issued ASU No. 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842). ASU No. 2020-05 defers the effective date of Leases for private entities (the “all other” category) to fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. On January 1, 2022, the Company adopted this pronouncement under the modified transition approach and recognized right-of-use assets of $6,786 and lease liabilities of approximately $7,987 in its Condensed Consolidated Balance Sheet. The modified transition approach permits a company to use its effective date as the date of initial application to apply the standard to its leases, and therefore not recast comparative prior period financial information.
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): 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 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.
In October 2021, the FASB issued ASU 2021-08, Accounting for Contract Assets and Contact Liabilities from Contracts with Customers (“ASU 2021-08”). ASU 2021-08 requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities from acquired contracts using the revenue recognition guidance under Accounting Standards Codification Topic 606 in order to align the recognition of a contract liability with the definition of performance obligation. This approach is different from the current requirement to measure contract assets and contract liabilities acquired in a business combination at fair value. ASU 2021-08 is effective for financial statements issued for fiscal years beginning after December 15, 2022 and early adoption is permitted. The Company adopted ASU No. 2021-08 on January 1, 2022 and accordingly, has recorded contract assets and contract liabilities at the net book values of the acquired entities during the period from January 1, 2022 through January 26, 2022 (Predecessor) and the period from January 27, 2022 through March 31, 2022 (Successor).
In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. We adopted ASU 2020-06 on January 1, 2022. Adoption of the ASU did not impact our financial position, results of operations or cash flows.
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Amounts in thousands, except for per unit and per share 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)
(Amounts in thousands, except for per unit and per share 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 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”), 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 were uncertain. The TRA is contingent consideration and subsequent changes in fair value of the contingent liability are 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.
The purchase consideration was allocated to the following assets and liabilities:
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Amounts in thousands, except for per unit and per share amounts)
| | | | | |
| 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)
(Amounts in thousands, except for per unit and per share amounts)
Key assumptions used in the valuation of intangible assets are below:
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 arising from the acquisition consists largely of the expected synergies from combining operations as well as the value of the 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 CouponFollow and RoadWarrior (both 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 |
| March 31, 2022 | | March 31, 2021 |
| Pro forma revenue | $ | 235,811 | | | $ | 193,201 | |
| Pro forma net (loss) | $ | (4,880) | | | $ | (99,437) | |
4.ACQUISITIONS
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.
In conjunction with this acquisition, the Company also committed to pay postcombination compensation of $8,500, which is payable in cash and subject to continued services from certain individuals of CouponFollow. Separately, in
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Amounts in thousands, except for per unit and per share amounts)
conjunction with the acquisition, the Company entered into the CouponFollow Incentive Plan, providing up to $10,000 of postcombination compensation which is payable in stock or cash at the option of the Company, and subject to continued service from certain individuals, and up to $25,000 which is payable in stock or cash at the option of the Company contingent upon achieving certain financial thresholds and the continued employment of certain key individuals of CouponFollow. Refer to Note 18 for additional information.
This 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 from the date of acquisition have been included in the Company’s condensed consolidated financial statements. The amounts of revenue and loss before income taxes for the period from March 4, 2022 to March 31, 2022 (Successor) were $1,920 and $581, respectively. The operating results of CouponFollow are reported within the Owned and Operated segment.
The total purchase price was allocated to the 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: | |
| 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 not deductible for tax purposes. The Company incurred $813 in transaction costs related to the acquisition.
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
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Amounts in thousands, except for per unit and per share amounts)
On February 9, 2022, the Company acquired the assets of RoadWarrior, LLC (“RoadWarrior”) for total cash consideration of $19,636.
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 as of March 31, 2022 (Successor). The total revenue and loss before income taxes were immaterial for the period January 27, 2022 to March 31, 2022 (Successor).
The acquisition of RoadWarrior constitutes a business combination under ASC 805, Business Combinations. Accordingly, the assets acquired and liabilities assumed were recorded at their fair values on the date of acquisition. The purchase price allocations below represent the Company’s determination of fair value of the assets acquired and liabilities assumed for the acquisition.
| | | | | |
| 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 | |
| |
| 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. Transaction costs are not included as components of consideration transferred, but are recorded as expense in the period in which such costs are incurred. The Company has incurred $308 in transaction costs related to the 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 | | | |
Key assumptions from the valuation of intangible assets are below:
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
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Amounts in thousands, except for per unit and per share amounts)
excess-earnings method. Key assumptions include customer attrition rate, revenue growth rate, existing customer revenue, deferred revenue, and a discount rate.
5.PROPERTY AND EQUIPMENT, NET
Property and equipment, net as of March 31, 2022 (Successor) and December 31, 2021 (Predecessor), consisted of the following:
| | | | | | | | | | | | | | |
| Successor | | | Predecessor |
| March 31, 2022 | | | December 31, 2021 |
Computer equipment | $ | 236 | | | | $ | 415 | |
| Motor vehicles | 233 | | | | — | |
Furniture and equipment | 315 | | | | 475 | |
Leasehold improvements | 2,163 | | | | 976 | |
Property and equipment—gross | 2,947 | | | | 1,866 | |
Less accumulated depreciation | (92) | | | | (1,036) | |
Property and equipment—net | $ | 2,855 | | | | $ | 830 | |
Total depreciation expense on property and equipment was $16, $119 and $81 for the period from January 1, 2022 through January 26, 2022 (Predecessor), the period from January 27, 2022 through March 31, 2022 (Successor), and for the three months ended March 31, 2021 (Predecessor), respectively.
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 to goodwill were from the acquisitions of S1 Holdco, Protected.net, CouponFollow and RoadWarrior 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, 2022 through January 26, 2022 (Predecessor). The changes in goodwill by reportable segments were as follows:
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Amounts in thousands, except for per unit and per share amounts)
| | | | | | | | | | | | | | | | | |
| Owned and Operated | | Partner Network | | Total |
| Goodwill at January 1, 2021 | $ | 24,403 | | | $ | 20,417 | | | $ | 44,820 | |
| Additions | — | | | — | | | — | |
| Goodwill at December 31, 2021 | $ | 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:
| | | | | | | | | | | | | | | | | |
| March 31, 2022 (Successor) |
| Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount |
Total internal-use software development costs | $ | 1,347 | | | $ | (3) | | | $ | 1,344 | |
| Intangibles: | | | | | |
Developed technology | $ | 195,984 | | | $ | (8,571) | | | $ | 187,413 | |
Trademarks and trade names | 286,754 | | | (4,620) | | | 282,134 | |
Software | 5,100 | | | (109) | | | 4,991 | |
Customer relationships | 121,000 | | | (8,449) | | | 112,551 | |
Total intangible costs | $ | 608,838 | | | $ | (21,749) | | | $ | 587,089 | |
| | | | | | | | | | | | | | | | | |
| | | | | |
| 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 | |
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Amounts in thousands, except for per unit and per share amounts)
The internal-use software development costs include internal-use software development costs in progress of $1,306 and $2,540 as of March 31, 2022 (Successor) and December 31, 2021 (Predecessor), respectively. No impairment of internal-use software development cost or intangible assets was identified for the period from January 1, 2022 through January 26, 2022 (Predecessor), January 27, 2022 through March 31, 2022 (Successor) and for the three months ended March 31, 2021 (Predecessor).
Amortization expense associated with the Company’s intangible assets and internal-use software development costs was as follows:
| | | | | | | | | | | | | | | | | | | | |
| Successor | | | Predecessor |
| Period from January 27, 2022 through March 31, 2022 | | | Period from January 1, 2022 through January 26, 2022 | | Three Months Ended March 31, 2021 |
Amortization expense for internal-use software development | $ | 65 | | | $ | 355 | | $ | 1,324 |
| Amortization expense for intangible assets | $ | 21,744 | | | $ | 629 | | $ | 2,284 |
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 March 31, 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 | $ | 95,590 |
| 2023 | 109,460 |
| 2024 | 100,454 |
| 2025 | 93,741 |
| 2026 | 42,860 |
| Thereafter | 146,328 |
| Total amortization expense | $ | 588,433 |
7.ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Amounts in thousands, except for per unit and per share amounts)
| | | | | | | | | | | | | | |
| Successor | | | Predecessor |
| March 31, 2022 | | | December 31, 2021 |
| Payable to employees | $ | 6,754 | | | | $ | 10,091 | |
| Accrued marketing expenses | 5,552 | | | | — | |
| Accrued legal services | 5,377 | | | | 6,242 | |
| VAT tax liability | 11,063 | | | | — | |
| Accrued tax liability | 3,815 | | | | 361 | |
| Holdback liability | 17,533 | | | | — | |
| Deferred rent | — | | | | 233 | |
| Contingent consideration | 2,051 | | | | 1,682 | |
| Former CEO profit interest | — | | | | 11,132 | |
| Other liabilities | 7,590 | | | | 1,543 | |
| Accrued expenses and other current liabilities | $ | 59,735 | | | | $ | 31,284 | |
8.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 March 31, 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 | |
| Additional 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* | 94,254 | |
| Deferred revenue recognized | (29,444) | |
| Deferred revenue as of March 31, 2022 (Successor) | $ | 64,810 | |
* Of the additional amounts deferred during the period January 27, 2022 through March 31, 2022 (Successor), $61,156 was acquired from the acquisitions.
During the periods January 27, 2022 through March 31, 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.
We expect to recognize revenue related to the remaining performance obligations within the next twelve months.
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Amounts in thousands, except for per unit and per share amounts)
9.OTHER LIABILITIES
Other liabilities consisted of the following:
| | | | | | | | | | | | | | |
| Successor | | | Predecessor |
| March 31, 2022 | | | December 31, 2021 |
| Hold-back liability | $ | 5,595 | | | | $ | — | |
| Deferred rent | — | | | | 969 | |
| Other liabilities | $ | 5,595 | | | | $ | 969 | |
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 condensed 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 Company’s income tax (benefit) expense was approximately $(629), $(14,649) and $151, with an effective income tax rate of 2%, 25% and 2% for the period from January 1, 2022 through January 26, 2022 (Predecessor), the period from January 27, 2022 through March 31, 2022 (Successor), and for the three months ended March 31, 2021 (Predecessor), respectively.
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, change in fair value of warrant liabilities, 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 March 31, 2022 (Successor), and for the three months ended March 31, 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 $34 relates to R&D tax credits for the period from January 27, 2022, through March 31, 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 March 31, 2022 (Successor), the year 2018 and later tax years remain open for examination by the tax authorities. For foreign income tax purposes, as of March 31, 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.
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Amounts in thousands, except for per unit and per share amounts)
The Company contributed all the net assets of CouponFollow to a lower tier entity taxed as a partnership, System1 OpCo, LLC. The contribution qualifies 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).
11.COMMITMENTS AND CONTINGENCIES
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 March 31, 2022 (Successor), the Company had leases for facilities in Marina del Rey, California; Bellevue, Washington; and Guelph, Canada. The Company has an agreement with JDI Property Holdings Limited (“JDI”) 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 25 per month. The agreement with JDI expires on June 21, 2022.
In March 2021, the Company entered into an agreement for a sublease of office space in Marina del Rey, California. The initial minimum lease payment is $147 per month. The initial term of the sublease is in effect until November of 2025 with no renewal periods.
The 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 $1,202 of deferred rent liabilities as a reduction to the beginning ROU assets upon implementation of ASC 842.
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 inception 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 facility 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 March 31, 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
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Amounts in thousands, except for per unit and per share amounts)
straight-line basis over the lease term. Lease agreements with lease and non-lease components are accounted for as a single lease component.
The components of lease expense were as follows:
| | | | | | | | | | | | | | |
| Successor | | | Predecessor |
| Period from January 27, 2022 through March 31, 2022 | | | Period from January 1, 2022 through January 26, 2022 |
| Operating lease cost | $ | 397 | | | $ | 142 |
Variable lease costs for operating leases were immaterial for the period from January 1, 2022 through January 26, 2022 (Predecessor) and the period from January 27, 2022 through March 31, 2022 (Successor). Operating lease costs were included in Selling, general, and administrative expenses in the accompanying Condensed Consolidated Statements of Operations. Supplemental balance sheet information related to leases was as follows:
| | | | | |
| Successor |
| As of March 31, 2022 |
| Operating leases: | |
| Operating lease right-of-use asset | $ | 6,388 |
| |
| Current operating lease liability | $ | 1,895 |
| Operating lease liability - less current portion | $ | 5,645 |
| Total operating lease liability | $ | 7,540 |
| |
| Weighted Average Remaining Lease Terms (in years): | |
| Operating leases | 3.4 |
| |
| Weighted Average Discount Rate: | |
| Operating leases | 4.8 | % |
Maturities of lease liabilities by fiscal year for our operating leases are as follows as of March 31, 2022 (Successor):
| | | | | |
| Successor |
| As of March 31, 2022 |
| Operating leases: | |
| Remainder of 2022 | $ | 1,649 | |
| 2023 | 2,253 | |
| 2024 | 2,320 | |
| 2025 | 1,975 | |
| Total lease payments | $ | 8,197 | |
| Less: Imputed interest | (657) | |
| Present value of operating lease liabilities | $ | 7,540 | |
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Amounts in thousands, except for per unit and per share amounts)
Rent expense was $491 for the three months ended March 31, 2021 (Predecessor), 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 | |
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.
System1, LLC (a wholly owned subsidiary of S1 Holdco LLC) was named (along with other affiliated defendant parties) in a lawsuit alleging breach of partnership agreement, breach of fiduciary duty and breach of contract (among other claims), by an individual who alleges that he was a co-founder and equity owner of OpenMail LLC (a significant shareholder of S1 Holdco and a predecessor entity that originally owned and operated the original System1 businesses) related to facts, circumstances and events that principally occurred prior to the formation of S1 Holdco. In March 2021, this matter was fully settled by the parties at no monetary and non-monetary expense or exposure to System1 or S1 Holdco, and included a complete release of claims against all named defendants, including System1 and S1 Holdco, and the case was voluntarily dismissed with prejudice.
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 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
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Amounts in thousands, except for per unit and per share amounts)
meaningful correspondence with the respect to the Demanding Group’s allegations of infringing use in the United Kingdom.
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 $5,776 to this service provider as of March 31, 2022 (Successor), $616 during the period January 1, 2022 to January 26, 2022 (Predecessor) and $934 during the period January 27, 2022 to March 31, 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 the Mr. Weingarten.
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 is immaterial. Accordingly, the Company has no liabilities recorded for these agreements as of March 31, 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. No amounts were outstanding as of December 31, 2021 under the 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.
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Amounts in thousands, except for per unit and per share amounts)
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. In addition, the Company also obtained a Revolving Facility of $50,000 on January 27, 2022.
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 $49,000 under its Revolving Facility principally for funding of the cash portion of the purchase price consideration for the CouponFollow acquisition. As of March 31, 2022 (Successor), this amount is still outstanding.
As of March 31, 2022 (Successor), future minimum principal payments on long-term debt are as follows: remainder for 2022 $15,000, 2023—$20,000, 2024—$20,000, 2025—$20,000, 2026—$30,000 and 2027—$344,000. Loan fees amounting to $1,265 have been offset against the loan balance. Interest expense was $2,492, $4,776 and $4,286 for the period from January 1, 2022 through January 26, 2022 (Predecessor), the period from January 27, 2022 through March 31, 2022 (Successor), and for the three months ended March 31, 2021 (Predecessor), respectively.
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”).
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Amounts in thousands, except for per unit and per share amounts)
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). Orchid Sub may re-borrow any amounts repaid through the maturity date of the 2023 Revolving Note. 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 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 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:
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Amounts in thousands, except for per unit and per share amounts)
● 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 (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, we 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 are 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 shares of Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of the Merger, subject to certain limited exceptions, (y) the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees and (z) the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will be entitled to registration rights. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Amounts in thousands, except for per unit and per share amounts)
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 Loss on warrant fair value in the Consolidated Statements of Operations.
14.FAIR VALUE MEASUREMENT
The following table presents the Company’s fair value hierarchy for liabilities measured at fair value on a recurring basis as of March 31, 2022 (Successor).
| | | | | | | | | | | | | | | | | | | | | | | |
| Level 1 | | Level 2 | | Level 3 | | Total |
| Warrant liabilities: | | | | | | | |
| Public warrants | $ | 27,600 | | | $ | — | | | $ | — | | | $ | 27,600 | |
| Private warrants | — | | | 13,173 | | | — | | | 13,173 | |
| Total warrants liabilities | $ | 27,600 | | | $ | 13,173 | | | $ | — | | | $ | 40,773 | |
| | | | | | | |
| Contingent consideration | $ | — | | | $ | — | | | $ | 2,255 | | | $ | 2,255 | |
| | | | | | | |
| Grand total | $ | 27,600 | | | $ | 13,173 | | | $ | 2,255 | | | $ | 43,028 | |
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 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.
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 March 31, 2022 (Successor), and for the three months ended March 31, 2021 (Predecessor), respectively, are as follows:
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Amounts in thousands, except for per unit and per share amounts)
| | | | | | | | | | | | | | | | | |
| Contingent consideration | | Former CEO equity profits interest* | | Warrant liability |
| Fair value of liabilities at December 31, 2020 (Predecessor) | $ | 8,240 | | | $ | 4,236 | | | $ | — | |
| Settlements | (5,000) | | | — | | | — | |
| Change in fair value | 63 | | | 1,413 | | | — | |
| Fair value of liabilities at March 31, 2021 (Predecessor) | $ | 3,303 | | | $ | 5,649 | | | $ | — | |
| | | | | |
| Fair value of liabilities at December 31, 2021 (Predecessor) | $ | 1,682 | | | $ | 11,132 | | | $ | — | |
| Settlements | — | | | — | | | — | |
| Fair value of liabilities at January 26, 2022 (Predecessor) | $ | 1,682 | | | $ | 11,132 | | | $ | — | |
| | | | | |
| 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 | |
*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 March 31, 2022 (Successor), or for the three months ended March 31, 2021 (Predecessor).
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Amounts in thousands, except for per unit and per share amounts)
15.NET INCOME (LOSS) PER SHARE
For the period from January 1, 2022 through January 26, 2022 (Predecessor), and for the three months ended March 31, 2021 (Predecessor), the basic net income per unit attributable to members was calculated by dividing the net income attributable to common equity holders by the weighted-average number of membership units. For the period from January 27, 2022 through March 31, 2022 (Successor), the basic net income (loss) per share was calculated by dividing net income attributable to common stockholders by the weighted average number of shares of common stock. Basic and diluted net income (loss) per share was calculated as follows:
| | | | | | | | | | | | | | | | | | | | |
| Successor | | | Predecessor |
| Period from January 27, 2022 through March 31, 2022 | | | Period from January 1, 2022 through January 26, 2022 | | Three Months Ended March 31, 2021 |
| Basic net (loss) per share | $ | (0.44) | | | | n/a | | n/a |
| Diluted net (loss) per share | $ | (0.44) | | | | n/a | | n/a |
| Numerator: | | | | | | |
| Net (loss) attributable to System1, Inc. | $ | (36,069) | | | | n/a | | n/a |
| Denominator: | | | | | | |
| Weighted-average common shares outstanding used in computing basic net (loss) per share (shares in thousands) | 82,708 | | | | n/a | | n/a |
| Weighted-average common shares outstanding used in computing diluted net (loss) per share (shares in thousands) | 82,708 | | | | n/a | | n/a |
| Basic and diluted net (loss) income per unit | n/a | | | $ | (1.81) | | | $ | 0.33 | |
| Numerator: | | | | | | |
| Net (loss) income | n/a | | | $ | (37,061) | | | $ | 6,743 | |
| Denominator: | | | | | | |
Weighted-average membership units outstanding - basic
and diluted (units in thousands) | n/a | | | 20,488 | | | 20,488 | |
Shares of Class C common stock outstanding for the period January 27, 2022 through March 31, 2022 (Successor) are considered potentially dilutive of the shares of Class A common stock under the application of the if-converted method, and are included in the computation of diluted loss per share, except when the effect would be anti-dilutive. A total of 22,077 shares of Class C common stock were excluded from the computation of net loss per share for the period January 27, 2022 through March 31, 2022 (Successor) as the impact was anti-dilutive. Loss per share also excludes 17,250 Public Warrants and 8,233 Private Placement Warrants as their effect was anti-dilutive.
16.SEGMENT REPORTING
ASC Subtopic 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, or 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
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Amounts in thousands, except for per unit and per share amounts)
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 continuing 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 assets by reportable segments:
| | | | | | | | | | | | | | |
| (Successor) | | | (Predecessor) |
| March 31, 2022 | | | December 31, 2021 |
Owned and Operated | $ | 816,514 | | | | $ | 214,968 | |
Partner Network | 182,460 | | | | 41,943 | |
| Subscription | 643,424 | | | | — | |
| Total assets | $ | 1,642,398 | | | | $ | 256,911 | |
The following summarizes revenue by reportable segments:
| | | | | | | | | | | | | | | | | | | | | | | |
| Successor | | | | Predecessor | | Predecessor |
| Period from January 27, 2022 through March 31, 2022 | | | | Period from January 1, 2022 through January 26, 2022 | | Three Months Ended March 31, 2021 |
| Owned and Operated | $ | 126,884 | | | | | $ | 49,249 | | | $ | 139,426 | |
| Partner Network | 11,350 | | | | | 3,463 | | | 8,135 | |
| Subscription | 27,874 | | | | | — | | | — | |
| Total revenue | $ | 166,108 | | | | | $ | 52,712 | | | $ | 147,561 | |
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Amounts in thousands, except for per unit and per share amounts)
The following summarizes adjusted gross profit by reportable segments:
| | | | | | | | | | | | | | | | | | | | |
| Three-Month Period |
| Successor | | | Predecessor | | Predecessor |
| Period from January 27, 2022 through March 31, 2022 | | | Period from January 1, 2022 through January 26, 2022 | | Three Months Ended March 31, 2021 |
| Owned and Operated | $ | 29,418 | | | | $ | 8,768 | | | $ | 32,128 | |
| Partner Network | 8,413 | | | | 3,012 | | | 8,135 | |
| Subscription | 12,647 | | | | — | | | — | |
| Adjusted gross profit | $ | 50,478 | | | | $ | 11,780 | | | $ | 40,263 | |
| Other cost of revenues | 4,754 | | | | 575 | | | 3,487 | |
| Salaries, commissions and benefits | 48,198 | | | | 31,181 | | | 15,195 | |
| Selling, general and administrative | 15,088 | | | | 15,665 | | | 6,950 | |
| Depreciation and amortization | 21,928 | | | | 1,000 | | | 3,689 | |
| Interest expense | 4,776 | | | | 1,049 | | | 4,048 | |
| Loss on warrant fair value | 13,761 | | | | — | | | — | |
| Net income before income tax | $ | (58,027) | | | | $ | (37,690) | | | $ | 6,894 | |
The following table presents our revenues disaggregated by geographic region.
| | | | | | | | | | | | | | | | | | | | |
| Successor | | | Predecessor | | Predecessor |
| Period from January 27, 2022 through March 31, 2022 | | | Period from January 1, 2022 through January 26, 2022 | | Three Months Ended March 31, 2021 |
| Geographic Region | | | | | | |
| United States | $ | 134,608 | | | | $ | 51,701 | | | $ | 144,558 | |
| United Kingdom | 27,719 | | | | — | | | 1 | |
| Other | 3,781 | | | | 1,011 | | | 3,002 | |
| Total revenue | $ | 166,108 | | | | $ | 52,712 | | | $ | 147,561 | |
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Amounts in thousands, except for per unit and per share 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.
During 2017, in connection with an equity financing transaction, S1 Holdco deferred the distribution of proceeds to two of its senior executives, one of whom terminated their employment with S1 Holdco in 2021, and instead extended the loans. The balance of the loans was $969 as of December 31, 2021. In January 2022, in conjunction with the consummation of the Merger, S1 Holdco settled the deferred distributions from the 2017 equity financing transaction, and simultaneously the loans were repaid in full.
Additionally, during 2021, S1 Holdco extended a loan of $1,500 to its former CEO in connection with his separation agreement entered into with the former CEO of S1 Holdco. 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 is 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 $1,300 as of March 31, 2022 (Successor).
As disclosed in Note 11, the Company has an agreement with JDI which allows for the Company to occupy desks at JDI’s property. Additionally, the Company utilizes a JDI credit card and is recharged monthly. As of March 31, 2022 (Successor), the Company owes $80 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 following weighted average period of 2.3 years, and forfeitures will be recognized as they occur. The Company recognized stock-based compensation expense of $11,851 under these awards during the period January 27, 2022 through March 31, 2022 (Successor). The unrecognized stock-based compensation expense associated with the unvested Replacement Awards at March 31, 2022 was $25,003.
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
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Amounts in thousands, except for per unit and per share amounts)
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:
| | | | | |
| Risk-free interest rate | 1.6 | % |
| Expected 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 |
| Period from January 27, 2022 through March 31, 2022 | | | Period from January 1, 2022 through January 26, 2022 |
| Share-based compensation expense | $ | 32,302 | | | | $ | 23,705 | |
On April 27, 2022, the Company filed a registration statement on Form S-8 covering the shares and awards issued and granted under 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 RSUs in connection with S1 Holdco unvested value creation units outstanding at the time of the Merger, pursuant to the terms of the Merger Agreement and an additional 4,900 RSUs from the authorized Award Plan pool of shares.
Protected.net Incentive Plan
In connection with the Merger and acquisition of Protected.net described in Note 3, which was consummated on January 27, 2022, the Company effected an incentive plan for eligible recipients as defined in the Merger Agreement (see Note 3), which may include employees and non-employees, including the Protected.net CEO, totaling up to $100,000 payable in fully-vested shares of the Company’s Class A common stock. If the last twelve months ("LTM") Cash EBITDA (as defined in the Merger Agreement) of the Protected.net business exceeds $55,000 on or prior to December 31, 2023, a bonus 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 LTM Cash EBITDA of the Protected.net business exceeds $65,000 on or prior to December 31, 2024, an additional bonus pool of $50,000 also 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 Award and the 2024 Award 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 the applicable settlement dates. The distribution of shares to eligible recipients for both the 2023 Award and the 2024 Award shall be at the sole discretion of the Protected.net CEO, or the System1, Inc. Board if the Protected.net CEO is no longer employed by the Company.
As of March 31, 2022, the LTM Cash EBITDA targets for the 2023 Award and 2024 Award were not deemed probable of achievement and therefore no liability was recorded within the condensed consolidated balance sheet. If
System1, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Amounts in thousands, except for per unit and per share amounts)
the LTM Cash EBITDA for either award is determined probable of achievement in the future, the Company will record a liability.
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)
(Amounts in thousands, except for per unit and per share 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 March 31, 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 months ended March 31, 2022, the Company recognized $308 for the Fixed Amount, within Salaries, commissions, and benefits on the condensed consolidated statements of operations.
19.SUBSEQUENT EVENTS
On May 4, 2022, the Company acquired the assets of Answers.com, one of the largest destinations for higher education and lifelong learning content for a total cash consideration of $4,632.
In April 2022, the Private Placement Warrant holders exercised their Warrants on a cashless basis in exchange for 3,532 shares. Additionally, from April 20, 2022 through May 10, 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 May 17, 2022 was 16,813. There are no outstanding Private Placement Warrants as of May 12, 2022.
On April 27, 2022, the Company filed an S-8 with the SEC registering 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).
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