System1, Inc.
Business
System1, Inc. operates an omnichannel customer acquisition platform that delivers high-intent customers to brands, advertisers and publishers. It provides a proprietary Responsive Acquisition Marketing Platform (RAMP) together with owned and operated websites and web utilities, programmatic ad buying, monetization services and data-science driven optimization across display, search, video, lead generation, e-commerce and subscription formats. Key business divisions include S1 Holdco (digital advertising businesses including RAMP) and S1 Media (owned and operated products such as CouponFollow, Startpage and MapQuest). The company primarily operates in the United States with additional operations in Canada and the Netherlands and distributes traffic via major advertising networks and acquisition channels, including integrations with Google, Meta, Outbrain and TikTok, and through relationships with Network Partners and Advertising Partners.
Summary from filing dated 2025-03-10
Financials
Consolidated Statement of Income
| Concept | Trend | FY 2025 2025-12-31 | FY 2024 2024-12-31 | FY 2023 2023-12-31 | FY 2022 2022-12-31 | FY 2021 2021-12-31 |
|---|---|---|---|---|---|---|
| Revenue | 266 | 344 | 402 | 612 | 688 | |
| Cost of revenue | 166 | 243 | — | — | — | |
| Salaries and benefits | 93 | 114 | 107 | 138 | 67 | |
| Selling, general, and administrative | 70 | 76 | 54 | 51 | 36 | |
| Total operating expenses | 328 | 433 | 488 | 1,070 | 638 | |
| Operating loss | −62 | −89 | −86 | −458 | 51 | |
| Interest expense, net | 28 | 32 | 49 | — | — | |
| Gain on extinguishment of tax receivable agreement liability | −5 | 0 | — | — | — | |
| Gain on extinguishment of debt | 0 | −20 | — | — | — | |
| Change in fair value of warrant liabilities | −275,000 | −2 | −5 | — | 24 | |
| Total other expense, net | 22 | 9 | 46 | 35 | 17 | |
| Loss before income tax | −84 | −98 | −132 | −493 | 34 | |
| Income tax benefit | −3 | −370,000 | −20 | −109 | 965,000 | |
| Net loss | −81 | −97 | −286 | −441 | 33 | |
| Less: Net loss attributable to non-controlling interest | −16 | −23 | — | −106 | 0 | |
| Net loss attributable to System1, Inc. | −65 | −75 | −227 | −330 | 33 | |
| Basic net loss per share (in dollars per share) | −8.32 | −10.74 | −2.48 | −3.7 | — | |
| Diluted net loss per share (in dollars per share) | −8.32 | −10.74 | −2.48 | −3.7 | — | |
| Weighted average number of shares outstanding - basic (in shares) | 8 | 7 | 91 | 89 | — | |
| Weighted average number of shares outstanding - diluted (in shares) | 8 | 7 | 91 | 89 | — |
Consolidated Balance Sheet
| Concept | Trend | FY 2025 2025-12-31 | FY 2024 2024-12-31 | FY 2023 2023-12-31 | FY 2022 2022-12-31 | FY 2022 2022-01-31 |
|---|---|---|---|---|---|---|
| Cash and cash equivalents | 87 | 64 | 135 | 9 | 37 | |
| Restricted cash, current | 1 | 4 | 4 | 6 | — | |
| Accounts receivable, net | 57 | 63 | 56 | 80 | — | |
| Prepaid expenses and other current assets | 4 | 4 | 7 | 11 | — | |
| Total current assets | 149 | 134 | 202 | 127 | — | |
| Restricted cash, non-current | 379,000 | 371,000 | 4 | 5 | — | |
| Property and equipment, net | 2 | 2 | 3 | 3 | — | |
| Internal-use software development costs, net | 14 | 14 | 11 | 7 | — | |
| Intangible assets, net | 148 | 222 | 297 | 372 | — | |
| Goodwill | 82 | 82 | 82 | 82 | 0 | |
| Operating lease right-of-use assets | 9 | 3 | 5 | 6 | — | |
| Other non-current assets | 263,000 | 349,000 | 524,000 | 3 | — | |
| Total assets | 405 | 459 | 605 | 1,160 | — | |
| Accounts payable | 22 | 10 | 9 | 7 | — | |
| Accrued expenses and other current liabilities | 46 | 76 | 59 | 86 | — | |
| Operating lease liabilities, current | 1 | 2 | 2 | 2 | — | |
| Debt, net | 77 | 16 | 15 | 15 | — | |
| Total current liabilities | 146 | 105 | 86 | 211 | — | |
| Operating lease liabilities, non-current | 8 | 1 | 4 | 6 | — | |
| Long-term debt, net | 228 | 255 | — | — | — | |
| Deferred tax liability | 4 | 6 | 8 | 29 | — | |
| Other non-current liabilities | 520,000 | 6 | 929,000 | 2 | — | |
| Total liabilities | 388 | 374 | 436 | 690 | — | |
| Commitments and contingencies (Note 8) | — | — | — | — | — | |
| Additional paid-in capital | 879 | 863 | 843 | 832 | — | |
| Accumulated deficit | −848 | −782 | −708 | −439 | — | |
| Accumulated other comprehensive loss | −157,000 | −443,000 | −181,000 | −260,000 | — | |
| Treasury stock, at cost - 137 shares as of December 31, 2025 | −557,000 | 0 | — | — | — | |
| Total stockholders' equity attributable to System1, Inc. | 30 | 80 | 135 | 392 | — | |
| Non-controlling interest | −13 | 5 | 34 | 79 | — | |
| Total stockholders' equity | 17 | 85 | 169 | 471 | 466 | |
| Total liabilities and stockholders' equity | 405 | 459 | 605 | 1,160 | — |
Consolidated Statement of Cash Flows
| Concept | Trend | FY 2025 2025-12-31 | FY 2024 2024-12-31 | FY 2023 2023-12-31 | FY 2022 2022-12-31 | FY 2021 2021-12-31 |
|---|---|---|---|---|---|---|
| Depreciation and amortization | 83 | 80 | 105 | 119 | — | |
| Stock-based compensation | 11 | 16 | 53 | 108 | 413,000 | |
| Shared-based compensation liabilities | 3 | 18 | 0 | 0 | 7 | |
| Amortization of debt issuance costs | 4 | 4 | 6 | 5 | 2 | |
| Noncash lease expense | 2 | 2 | 2 | 2 | 0 | |
| Deferred tax benefits | −2 | −2 | −22 | — | — | |
| Bad debt expense | 700,000 | 0 | — | — | — | |
| Other, net | 31,000 | −161,000 | 2 | 661,000 | 0 | |
| Accounts receivable | 5 | −7 | 21 | 5 | −19 | |
| Prepaid expenses and other current assets | 24,000 | 3 | 5 | −3 | −5 | |
| Accounts payable | 12 | 903,000 | −7 | 2 | 21 | |
| Accrued expenses and other current liabilities | −36 | 2 | −19 | −22 | 12 | |
| Other non-current liabilities | −254,000 | −2 | −264,000 | −18 | −4 | |
| Net cash used in operating activities | −4 | −5 | −25 | 3 | 61 | |
| Purchases of property and equipment | −46,000 | −31,000 | −2 | −4 | −49,000 | |
| Purchases of intangible asset | −275,000 | 0 | — | — | — | |
| Capitalized software development costs | −6 | −6 | −6 | −6 | −6 | |
| Net cash used in investing activities | −7 | −6 | 203 | −454 | −7 | |
| Repayment of term loan | −20 | −62 | −20 | −187 | — | |
| Proceeds from revolver facility | 50 | 0 | 0 | 450 | — | |
| Taxes paid related to net settlement of stock awards | −356,000 | −2 | −3 | −2 | 0 | |
| Distributions to members, net of contributions | −32,000 | −27,000 | −97,000 | −2 | — | |
| Proceeds from private placement of Class A common stock | 2 | 0 | — | — | — | |
| Repurchases of Class A common stock | −557,000 | 0 | 0 | −510 | 0 | |
| Net cash provided by (used in) financing activities | 31 | −64 | −74 | −28 | −35 | |
| Effect of exchange rate changes in cash, cash equivalent and restricted cash | 126,000 | −31,000 | 10,000 | −57,000 | 41,000 | |
| Net increase (decrease) in cash, cash equivalents and restricted cash | 21 | −76 | 104 | −478 | 20 | |
| Cash refunds for income taxes | −43,000 | −809,000 | 7 | 8 | 3 | |
| Cash paid for interest | 26 | 31 | 43 | 26 | 15 | |
| Operating lease right-of-use assets obtained in exchange for operating lease liabilities | 8 | 0 | 0 | 2 | 0 | |
| Cash paid for operating lease liabilities | 3 | 3 | 2 | 2 | 0 | |
| Stock-based compensation included in capitalized software development costs | 649,000 | 1 | 2 | 817,000 | 0 | |
| Settlement of incentive plan through issuance of common stock | 13,000 | 2 | 2 | 0 | — |