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Transcript Summary

System1 reported mixed Q3 2025 results, with total revenue falling 31% year-over-year to $61.6 million. The decline was primarily driven by the 'sunsetting' of Google's AdSense for Domains (AFD) product, which previously accounted for a substantial portion of the Marketing segment's revenue. However, Adjusted EBITDA remained resilient at $9.9 million. The Product segment proved a strong growth engine, with revenue up 8% and sessions increasing 23% across MapQuest, Startpage, and CouponFollow. Management highlighted new AI initiatives, including the 'Vanish' private chat app and AI-enhanced features in MapQuest. The company is transitioning its marketing efforts to Google's 'Related Search On Content' (RSOC) product, which is expected to offer more durable growth. System1 also revealed a dispute with an advertising partner over invalid traffic, signaling a commitment to traffic quality standards. With $54.6 million in cash and 4.1x leverage, the company is focused on its higher-margin product business and internal efficiency through agentic coding. No Q4 guidance was provided due to recent volatility, but management believes the marketing segment has hit a trough and is well-positioned for a recovery in 2026.

5-year share-count history (top 10 holders by peak, incl. exited) + price

Revenue Segments

Filing Risk Scores

System1, Inc.: Terminal Revenue Decay and Allegations of Fraudulent Insider Transfers

Full Earnings Call Transcript — Q3 • 2025-11-05

Kyle Ostgaard: Thank you for standing by, and welcome to the Third Quarter 2025 Earnings Conference Call for System1. Joining me today to discuss System1's business and financial results are our Co-Founder and Chief Executive Officer, Michael Blend; and Chief Financial Officer, Tridivesh Kidambi. A recording of this conference call will be available on our Investor Relations website shortly after this call has ended. I'd like to take this opportunity to remind you that during the call, we will be making certain forward-looking statements. This includes statements relating to the operating performance of our business, future financial results and guidance, strategy, long-term growth and overall future prospects. We may also make statements regarding regulatory or compliance matters. These statements are subject to known and unknown risks and uncertainties that could cause our actual results to differ materially from those projected or implied during this call, in particular, those described in our risk factors included in our annual report on Form 10-K for fiscal year 2024 filed on March 10 as well as the current uncertainty and unpredictability in our business, the markets and the global economy generally. You should not rely on our forward-looking statements as predictions of future events. All forward-looking statements that we make on this call are based on management's assumptions and beliefs as of the date hereof, and System1 disclaims any obligation to update any forward-looking statements, except as required by law. Our discussion today will include non-GAAP financial measures, including adjusted EBITDA and adjusted gross profit. These non-GAAP measures should be considered in addition to and not as a substitute for or in isolation from our GAAP results. Information regarding our non-GAAP financial measures, including a reconciliation of our non-GAAP financial measures to our most comparable historical GAAP financial measures may be found on our Investor Relations website. I would now like to turn the conference call over to System1's Co-Founder and Chief Executive Officer, Michael Blend.
Michael Blend: Thanks, Kyle. Good afternoon, everyone, and thank you for joining System1 on our Q3 earnings call. Q3 performance reflected solid execution across many of our strategic initiatives, including our ongoing push to integrate AI across our company and strong growth in our higher-margin product segment. Our strong execution was offset by a previously anticipated disruption in one of our primary monetization sources, Google. Specifically, in Q3, Google reduced monetization on its AdSense for Domains product, which we refer to as AFD, effectively sunsetting that product. AFD has historically been a significant part of our marketing business, and its effective deprecation had a negative impact on our O&O marketing and partner marketing business lines. While this Google volatility impacted results across our Marketing segment, our core operations remained strong and we continue to deliver healthy profitability.  Revenue for the quarter was approximately $62 million with adjusted gross profit of $36 million and adjusted EBITDA of $9.9 million, each down 4% year-over-year as we navigated the marketing volatility. Without the Google disruption, we would have shown significant growth in both gross profit and our bottom line. The Product segment continues to show strong year-over-year growth with revenue increasing 8% from Q3 2024. Our Startpage, MapQuest and CouponFollow teams continue to introduce new features that extend our product reach and boost engagement, contributing to a 23% year-over-year growth in sessions.  Now as I mentioned, our marketing business had a volatile quarter as we were no longer monetizing traffic through Google's AFD product as of the end of Q3. While we had anticipated Google's transition away from AFD and have been focusing our efforts on Google's replacement product, the AFD transition did occur sooner than we expected. While the timing was not ideal, it now allows our team to focus fully on Google's Related Search On Content product, which we refer to as RSOC. We are the market leader in RSOC and believe it represents a much larger and more durable opportunity than our legacy Google business.  We continue to make great progress on the technology front. We're very excited at the pace that we are developing and releasing platform features and new products. And regarding AI-powered Agentic coding specifically, we are seeing increasing efficiency gains and are planning to launch some new products specifically addressing the AI space. More to come on that in the future. Now let's go into more details on our product segment, which continues to post strong year-over-year gains. Product revenue was $22.5 million and adjusted gross profit was $21.2 million, up 8% and 6% year-over-year, respectively. Sessions increased 23% year-over-year and were up 12% sequentially, reflecting continued consumer adoption of Startpage, MacQuest and CouponFollow.  While we saw a significant increase in total sessions, revenue and gross profit fell sequentially due to a decrease in revenue per session. This decrease was driven by some weakness in advertiser demand, most acutely in our CouponFollow business, where certain advertisers pulled back due to tariff uncertainty. RPS fell 16% from Q2, driving a 6% sequential revenue decrease. On the product development front, we had significant releases across each of our major products, which I wanted to spend some time highlighting. CouponFollow, our promo code and couponing service, continues to execute on its plan for international expansion. In Q3, we launched language-specific sites in both Germany and France following a previous launch in Poland. We see international as a large opportunity for overall growth given most of our current CouponFollow business is currently domestic. CouponFollow also continues to grow the distribution footprint of our promo code browser extension called Cently and our cashback shopping business line via expanded partnerships. Moving on to MapQuest. The team has been quickly pushing out product enhancements to our consumer mapping offering that competes with Google Maps and Apple Maps. In Q3, we launched completely redesigned and re-architected apps for both iOS and Android. In addition to a UI refresh, new features included easier-to-read map styles and CarPlay support for iOS.  In addition to core mapping improvements to our existing user base, MapQuest is adding new social features designed to attract a younger demographic. One example is building mapping features for younger users who increasingly use social media videos for things like restaurant recommendations or retail reviews. Users can now watch a video on TikTok or Reels and then import that video into MapQuest. MapQuest then uses AI to pause the video, extract any addresses such as retail stores or restaurants and then automatically build a customized map of favorites for the user. We're very excited at the pace of innovation at MapQuest and expect to see user features released at an increased cadence going forward.  Startpage, our private search engine, also released a new AI-focused product in Q3, a new Private AI Chat product that we call Vanish. Vanish is a mobile app that offers access to ChatGPT, Claude and Perplexity through Startpage's signature privacy proxy layer. Users' IP addresses, queries and conversations are not logged and conversations remain private. We believe Vanish meets an increasingly important consumer need, which is maintaining privacy while using AI to address increasingly private issues like health care and legal matters. These updates on our Products business have a common theme, which is significant investment in strengthening our core businesses. CouponFollow, MapQuest and Startpage are strategic assets, all having differentiated positions in large addressable markets with strong and defensible modes. And their growth is inherently more predictable than the marketing business. As a result, we plan to increase our investment in these products throughout the rest of the year and into 2026.  Our specific focus is on acquiring more direct users who aren't one-and-done users sourced from SEO or at risk for AI-related disruption. The more people we have directly using our products, the less dependent we are on any third-party distribution platforms. In addition, we will continue to use our strategic assets as starting points to develop new products in the search, shopping and geolocation spaces. We're going to be aggressive in using Agentic coding to build and release new products, use our marketing expertise to quickly measure consumer demand, kill products when we don't see enough demand and rapidly scale them when we do. Rather than make expensive all or nothing bets, our goal is to essentially build an assembly line to rapidly roll out new products and then put real investments when we identify the winners.  Now let's go into more detail on our Marketing segment, which includes both O&O and partner marketing-driven businesses. There's no way to sugarcoat it. Marketing had a difficult quarter. Marketing revenue came in at $39 million, down 43% year-over-year and down 28% sequentially. Advertising spend was down 54% from Q3 2024 and down 37% sequentially. Adjusted gross profit was $16.6 million, down 14% year-over-year and down 15% sequentially. The sequential decline was driven by lower traffic acquisition costs as TAC from both our O&O and partner business declined. Google's effective wind down of its AFD product has impacted both our O&O and partner marketing businesses. Our efforts to move business to Google's new RSOC product have been going really well, but AFD still represented a meaningful portion of our marketing business. For example, in Q2 of '25, AFD still made up 27% of total marketing revenue. As we complete the transition away from AFD, our O&O business has been focused on scaling advertising campaigns and have started exploring new initiatives using non-Google monetization.   Our Partner Marketing business continues to remain focused on adding quality partners. And in Q3, we had approximately 180 active partners. On a positive note, we now believe our transition to Google's new RSOC product is nearly complete. It has been very difficult navigating the last 2 years with Google, and you have seen that in almost continually declining revenue across our marketing business. Now that the transition is over, we can focus on getting back into growth mode. While we expect some near-term volatility with RSOC as Google continues to make product changes, we anticipate greater stability heading into 2026. We believe we're well positioned to return this segment to growth in the coming quarters.   I did want to cover one more point on traffic quality, which is an issue we take very seriously. Earlier this year, we identified the traffic we had sourced from a large advertising partner included significant invalid or nonhuman activity. After an internal review and an independent third-party verification, we requested reimbursement for this traffic from the advertising partner. While we are still in active discussions with them, as of now, the partner has not agreed to our request. We intend to vigorously pursue our claim against the advertising partner as well as the technology platform, which brokered the invalid traffic. We will use all possible means, including potential legal action. This type of traffic pollutes the overall advertising ecosystem. System1 remains committed to enforcing the highest standards of traffic quality across all of our traffic sources and advertising partners.   Looking ahead to 2026, we are focused on accelerating growth in our Products segment through product expansion and a robust pipeline of new launches. The marketing businesses will continue to diversify, supported by a platform built for automation and scalability. For example, we recently launched new initiatives to source traffic from premium publishers, lead generation partners and social media influencers, and we are actively working to scale each of these new channels. Our overall progress is masked a bit by the decline in our marketing business. That said, our teams are executing well, and we believe we are well positioned for the medium and long term. Our Products businesses continue to perform, and we believe that we are at a trough in the marketing business. We continue to believe that we are undervalued, and we'll continue to invest in opportunities that we believe can provide significant upside. System1's leadership team remains fully aligned with our shareholders and as a group, we remain one of the company's largest shareholders. As System1 continues our transition back to growth mode, we appreciate your continued support. With that, I'll hand it over to Tridi to go over our financials. Take it away, Tridi. 
Tridivesh Kidambi:  Thanks, Michael. As Michael made clear in his remarks, we experienced mixed results in the third quarter as continued volatility in the Marketing segment offset solid execution across other areas of the business. Delivering these results despite having one of our main monetization sources be effectively deprecated, underscores the strength of our diverse operations and the stability of our broader business.   Let's get into the details. Q3 revenue was $61.6 million, representing a 31% year-over-year decrease and a sequential decrease of 21%. Marketing GAAP revenue was $39.1 million, down 43% year-over-year and down 28% sequentially. Products revenue was $22.5 million, up 8% year-over-year, but down 6% sequentially. The sequential decline reflected softer monetization trends, which we view as more indicative of current market conditions than of execution. Adjusted gross profit was $36.1 million, down 4% year-over-year and down 12% sequentially. Product segment profit was $21.2 million, up 6% year-over-year, but down 7% sequentially. Sessions increased 23% year-over-year and 12% sequentially, reflecting strong execution by our teams driving more users to our products. RPS declined 12% year-over-year and 16% sequentially to $0.04, reflecting lower monetization driven by reduced advertiser demand. Product segment profit represents 56% of total segment profit, up from 51% in the third quarter of 2024.   Before diving further into gross profit trends for the Marketing segment, I wanted to add some color with respect to the AFD monetization channel and the impact of these changes on our financial results. As previously disclosed on the company's earnings calls for the fourth quarter of 2024 and the first and second quarters of 2025, the company noted that Google had previously announced it was going to opt advertisers out of the AFD product on a rolling basis and indicated the possibility that the AFD monetization channel could be eventually discontinued as part of industry-wide changes to advertising and traffic quality requirements.   For the 6 months ended June 30, 2025, the AFD monetization channel contributed approximately $94 million or 39% of Marketing platform revenue, $34 million or 32% of marketing revenue, and generated approximately $12 million of gross profit or 28% of marketing adjusted gross profit. The company expects the loss of this monetization channel to reduce marketing segment revenue and adjusted gross profit in future periods. The contribution of AFD to our financial results in Q3 was minimal with only a $1.5 million of gross profit contribution. And as Michael noted during his remarks, as of today, we have no active marketing efforts, neither through our Owned & Operated nor our partner lines on the AFD monetization channel going forward.   That out of the way, let's discuss the Marketing segment profit, which was $16.6 million, down 14% year-over-year and down 15% sequentially. The year-over-year decline was driven by a 24% year-over-year decrease in TAC, partially offset by an increase in return on TAC or RTAC. RTAC was up year-over-year, going from 118% to 120%. Total platform revenue for the marketing business was down 23% year-over-year, all driven by increased volatility and declines in the Owned & Operated marketing businesses. The Partner Network business was performing well prior to the AFD wind down. We view this disruption as temporary and continue to remain confident that the partner business will recover quickly and resume the strong growth trajectory we saw earlier in the year as it completes the transition to RSOC.   On to operating expenses and adjusted EBITDA. In Q3, operating expenses net of add-backs were $26.2 million, down 4% year-over-year and down 10% sequentially. We remain focused on expanding operating leverage and making disciplined investments for growth. Adjusted EBITDA was $9.9 million in Q3, down 4% year-over-year and down 16% sequentially. With respect to liquidity, we ended the quarter with $54.6 million of unrestricted cash on our balance sheet. As of 9/30, we had an outstanding balance of $265 million of term loan debt under our credit agreement, and our net consolidated leverage at quarter end was approximately 4.1x. We also have $50 million of availability under our revolver as of the end of Q3, which is currently undrawn. We are not providing Q4 '25 guidance at this time. That said, we believe the majority of the volatility tied to the Google Marketplace dynamics are behind us, and we anticipate being in a position to provide guidance again in the near future.   The Products segment is well positioned for continued growth and the marketing businesses are expected to rebound as the Google marketplace stabilizes. And as Michael discussed, new growth initiatives leveraging our platform and emerging technologies will drive further expansion of the business. Our consolidated platform continues to generate operating cash flows and coupled with our ongoing execution of cost-saving initiatives around operating expenses, we will have ample liquidity to invest and execute against our strategic initiatives and deliver sustained long-term growth and value for our stakeholders. Thank you for joining us today. 
Operator: [Operator instructions]. Our first question comes from the line of Tom Forte with Maxim Group. 
Thomas Forte: I have one question and one follow-up. I'll go one at a time. So, on its earnings call, Microsoft highlighted its market share gains for Bing. Can you talk about your efforts with Microsoft and if you're able to capitalize on Bing's market share gains?
Michael Blend: Yes. Thanks, Tom, and thanks for joining. Good to speak with you. So, we do work pretty closely with Bing in a way similar that we work with Google.  What we found in the past was that the reason why we've been such a large Google Partner is the Google Network essentially outperformed the Bing network historically. What we have been seeing over the last, I would say, 2 or 3 quarters is performance on the Bing side is starting to improve.  And as we're seeing monetization go up on the Bing side, we've been shifting a little bit more of our efforts over there. So, we do retain a pretty strong partnership with Bing. We had mentioned on our earlier remarks that the majority of our efforts on the marketing side are working with Google's new RSOC product, but we do have some business going with Bing and Yahoo! as well, which operate out of the same network. And we would love to increase our business with both those companies.
Thomas Forte: Great. And then for my second and final question, in your earnings release, you mentioned Startpage.com’s efforts with ChatGPT and cloud, cloud rather, which I thought was quite impressive. I was curious to find out if there are other ways you're working with OpenAI and Anthropic.
Michael Blend: Yes. So yes, so just to reiterate, so on the Startpage side, we've got a new product called Vanish, which is essentially Private AI Chat. And we're pretty excited about the product.  One thing we've been hearing from consumers is that people are very excited about using chatbots and using AI, but as they increasingly are using them for things like legal work and health care and kind of a lot of the private matters that they're trying to get answers from, they get a little bit concerned about their questions kind of going out and feeding the LLMs and just not being private. So we do think that a product like Vanish is going to potentially have some pretty good consumer acceptance.  On a macro level, our company as a whole is working quite heavily with really all of the models. So we've got business going with Gemini, Claude, ChatGPT to rebuild our platform and get our Products built quicker. Specifically as it relates to AI-related products, we don't have anything more than Vanish to announce, but we do intend on over the next year, rolling out several consumer-focused agents in specific verticals that will be leaning quite heavily on AI to give the answers. So we think there's a really nice opportunity on the consumer side, and we intend to capitalize on it.
Operator: Thank you for your questions. I will now turn the call back to Michael Blend, CEO and Co-Founder, for closing remarks.
Michael Blend: All right. Well, thanks, everybody, for joining us on our earnings call. We look forward to presenting hopefully some good results on our next earnings call and speak to you in about 3 months. Happy Thanksgiving.
Operator: This concludes today's call. Thank you for attending. You may now disconnect.