Revenue Performance - Revenue for the three months ended March 31, 2024, was $84,917, a decrease of 30% compared to $121,118 in the same period of 2023[120] - Owned and Operated Advertising revenue decreased by 35% to $69,030 for the three months ended March 31, 2024, from $106,025 in the prior year[124] - Partner Network revenue increased by 7% to $10,919,000 for the three months ended March 31, 2024, compared to $10,217,000 in the prior year[130] - Total adjusted gross profit decreased by 17% to $33,381,000 for the three months ended March 31, 2024, down from $40,056,000 in the prior year[130] Operating Expenses - Operating expenses totaled $110,713 for the three months ended March 31, 2024, down 24% from $145,347 in the prior year[120] - The cost of revenue (excluding depreciation and amortization) was $53,698 for the three months ended March 31, 2024, a decrease of 35% from $82,953 in the same period of 2023[120] - Salaries and benefits decreased by $1.9 million in stock-based compensation and $1.8 million in salary expense due to lower headcount for the three months ended March 31, 2024[131] - Selling, general, and administrative expenses decreased by $1.7 million for the three months ended March 31, 2024, primarily due to reduced advisory and consulting fees[132] Net Loss and Financial Changes - The net loss from continuing operations for the three months ended March 31, 2024, was $13,791, a reduction of 55% compared to $30,393 in the same period of 2023[120] - Interest expense, net, decreased by 30% to $7,970 for the three months ended March 31, 2024, from $11,402 in the prior year[120] - The gain from debt extinguishment was $19,676 for the three months ended March 31, 2024, compared to no gain in the same period of 2023[120] - The change in fair value of warrant liabilities improved by 82%, decreasing to $251 from $1,409 in the prior year[120] - Total other income expense, net, was $(11,957) for the three months ended March 31, 2024, compared to $9,993 in the same period of 2023, reflecting a significant change of 220%[120] Cash Flow and Financing - Cash outflows from operations were $16,000,000 for the three months ended March 31, 2024, compared to $5,801,000 in the prior year[152] - The company had unrestricted cash and cash equivalents of $69.9 million as of March 31, 2024[143] - The principal amount outstanding on the Term Loan was $296.3 million as of March 31, 2024, following a repurchase of $63.7 million in principal amount[145][148] - Cash used in financing activities was $48,158,000 for the three months ended March 31, 2024, primarily due to repayment of the 2022 Term Note[157] - The company expects existing cash and cash equivalents and cash flows from operations to be sufficient to fund operating activities for at least the next 12 months[141] Strategic Focus - The company is focused on expanding the number of advertising partners and optimizing bids to drive higher returns on advertising spend[142] - The number of Owned & Operated Advertising sessions increased by 183 million to 1,209 million from 1,026 million compared to the prior year[125]

Exhibit 99.1 System1 Announces First Quarter 2024 Financial Results All Key Financial Results Above the High-End of Guidance Range LOS ANGELES, CA – May 9, 2024 – System1, Inc. (NYSE: SST) ("System1" or the "Company"), an omnichannel customer acquisition marketing platform, announced its financial results for the first quarter of 2024. "We are pleased to report a strong start to the year, with our headline Q1 results exceeding the top end of our guidance ranges for Revenue, Adjusted Gross Profit and Adjuste ...

System1, Inc. (NYSE:SST) Q4 2023 Results Conference Call March 18, 2024 8:00 AM ET Company Participants Kyle Ostgaard - Vice President, Finance Michael Blend - Co-Founder and Chief Executive Officer Tridivesh Kidambi - Chief Financial Officer Conference Call Participants Dan Kurnos - The Benchmark Company Thomas Forte - Maxim Group Operator Good morning. My name is Christa, and I'll be your conference operator today. At this time, I would like to welcome everyone to the System1 Fourth Quarter and Full Year ...

[Executive Summary](index=1&type=section&id=1.%20Executive%20Summary) System1 reported strong Q4 2023 results exceeding guidance, with full-year revenue of **$402.0 million** and management expressing optimism for 2024 [Fourth Quarter 2023 Financial Highlights](index=1&type=section&id=1.1.%20Fourth%20Quarter%202023%20Financial%20Highlights) System1 reported Q4 2023 financial results exceeding guidance, showing QoQ growth in Revenue, Gross Profit, and Adjusted EBITDA Fourth Quarter 2023 Financial Highlights (QoQ Change) | Metric | Q4 2023 Value | QoQ Change | | :-------------------- | :------------ | :--------- | | Revenue | $96.1 million | Increased 9% | | Gross Profit | $25 million | Increased 1% | | Adjusted Gross Profit | $37.5 million | Increased 1% | | GAAP Net Loss | $25 million | Decreased 2% | | Adjusted EBITDA | $10 million | Increased 24% | [Fiscal Year 2023 Financial Highlights](index=1&type=section&id=1.2.%20Fiscal%20Year%202023%20Financial%20Highlights) For FY 2023, System1 reported total revenue of **$402.0 million** and Adjusted EBITDA of **$29.2 million**, reflecting overall performance Fiscal Year 2023 Financial Highlights | Metric | FY 2023 Value | | :-------------------- | :------------ | | Revenue | $402.0 million | | Gross Profit | $103.4 million | | Adjusted Gross Profit | $153.3 million | | GAAP Net Loss | $111.3 million | | Adjusted EBITDA | $29.2 million | [Management Commentary](index=1&type=section&id=1.3.%20Management%20Commentary) Management expressed satisfaction with Q4 results, citing strategic focus, AI integration, and a streamlined cost structure for 2024 optimism - Q4 results exceeded guidance for Revenue, Adjusted Gross Profit, and Adjusted EBITDA despite a challenging online advertising environment[4](index=4&type=chunk) - Optimistic about 2024 and beyond, expecting benefits from increased advertiser demand, deprecation of third-party cookies, AI integration in RAMP, resurgence in Partner Network, and streamlined strategic focus after Total Security sale[4](index=4&type=chunk) - Entered 2024 with a streamlined cost structure, a capital-efficient advertising business, and substantial liquidity, with a focus on investing for growth and strategically deploying capital to reduce leverage[4](index=4&type=chunk) [Business Updates & Outlook](index=2&type=section&id=2.%20Business%20Updates%20%26%20Outlook) System1 completed a major divestiture and debt reduction, issued Q1 2024 guidance, and detailed its RAMP-driven customer acquisition platform [Fourth Quarter 2023 and Subsequent Business Highlights](index=2&type=section&id=2.1.%20Fourth%20Quarter%202023%20and%20Subsequent%20Business%20Highlights) System1 divested Total Security for **$240 million**, retired **29.1M** Class A shares, repaid **$155 million** in debt, and introduced product enhancements - Sold subscription business segment (Total Security) for **$240 million** gross cash and retired approximately **29.1M** Class A shares[10](index=10&type=chunk) - Successfully completed a modified "Dutch auction" tender offer in January 2024, repurchasing **$63.7 million** of term debt for **$40.9 million**, contributing to a total debt repayment of **$155 million** between November 2023 and January 2024[10](index=10&type=chunk) - Introduced new enhancements to Owned & Operated product offerings, including a "proof of delivery" feature for the RoadWarrior app, and announced a strategic partnership to power Ecosia's search results[10](index=10&type=chunk) [First Quarter 2024 Guidance](index=2&type=section&id=2.2.%20First%20Quarter%202024%20Guidance) For Q1 2024, System1 anticipates revenue between **$82 million** and **$84 million**, with Adjusted EBITDA projected between **$(2) million** and **$(1) million** First Quarter 2024 Guidance | Metric | Range (Millions) | | :-------------------- | :--------------- | | Revenue | $82 - $84 | | Gross Profit | $15 - $17 | | Adjusted Gross Profit | $28 - $30 | | Adjusted EBITDA | $(2) - $(1) | - Expects interest expense in the range of **$7.5 million** to **$8.0 million**, depreciation and amortization expense in the range of **$20 million** to **$21 million**, and acquisition and restructuring costs in the range of **$2.0 million** to **$2.5 million** for Q1 2024[7](index=7&type=chunk) [About System1, Inc.](index=2&type=section&id=2.3.%20About%20System1%2C%20Inc.) System1, Inc. operates an advanced Responsive Acquisition Marketing Platform (RAMP), an omnichannel, omnivertical platform built for a privacy-centric world - System1 operates an advanced Responsive Acquisition Marketing Platform (RAMP) that is omnichannel, omnivertical, and built for a privacy-centric world[9](index=9&type=chunk) - RAMP facilitates the building of powerful brands, the development and growth of privacy-focused products, and the delivery of high-intent customers to advertising partners[9](index=9&type=chunk) [Financial Statements](index=4&type=section&id=3.%20Financial%20Statements) This section details System1's Q4 2023 and FY 2023 statements of operations and consolidated balance sheets [Unaudited Condensed Statements of Operations (Q4 2023 vs. Q4 2022)](index=4&type=section&id=3.1.%20Unaudited%20Condensed%20Statements%20of%20Operations%20%28Q4%202023%20vs.%20Q4%202022%29) In Q4 2023, System1's revenue decreased to **$96.1 million**, with an operating loss of **$(19.1) million** and a net loss of **$(27.6) million** Unaudited Condensed Statements of Operations (Q4) | Metric (in thousands) | Q4 2023 | Q4 2022 (As Revised) | | :-------------------- | :------ | :------------------- | | Revenue | $96,120 | $140,071 | | Operating income (loss) | $(19,078) | $(45,720) | | Net loss from continuing operations | $(25,426) | $(29,801) | | Net loss attributable to System1, Inc. | $(27,628) | $(32,751) | [Consolidated Statements of Operations (FY 2023 vs. FY 2022)](index=5&type=section&id=3.2.%20Consolidated%20Statements%20of%20Operations%20%28FY%202023%20vs.%20FY%202022%29) For FY 2023, System1's revenue was **$402.0 million**, with an operating loss of **$(86.0) million** and a net loss of **$(227.2) million** Consolidated Statements of Operations (FY) | Metric (in thousands) | FY 2023 | FY 2022 (Successor, As Revised) | | :-------------------- | :------ | :------------------------------ | | Revenue | $401,971 | $612,229 | | Operating income (loss) | $(85,989) | $(457,683) | | Net loss from continuing operations | $(111,258) | $(384,363) | | Net loss attributable to System1, Inc. | $(227,221) | $(330,392) | [Consolidated Balance Sheets (Dec 31, 2023 vs. Dec 31, 2022)](index=6&type=section&id=3.3.%20Consolidated%20Balance%20Sheets%20%28Dec%2031%2C%202023%20vs.%20Dec%2031%2C%202022%29) As of Dec 31, 2023, System1's total assets decreased to **$605.5 million**, cash increased to **$135.3 million**, and total liabilities decreased to **$436.2 million** Consolidated Balance Sheets | Metric (in thousands) | Dec 31, 2023 | Dec 31, 2022 (As Revised) | | :-------------------- | :----------- | :------------------------ | | Total assets | $605,470 | $1,160,456 | | Cash and cash equivalents | $135,343 | $8,905 | | Total liabilities | $436,155 | $689,785 | | Long-term debt, net | $334,232 | $399,504 | | Total stockholders' equity | $169,315 | $470,671 | [Non-GAAP Financial Measures](index=3&type=section&id=4.%20Non-GAAP%20Financial%20Measures) This section defines and reconciles System1's key non-GAAP financial measures, Adjusted Gross Profit and Adjusted EBITDA, for Q4 and FY 2023 [Definition and Limitations](index=3&type=section&id=4.1.%20Definition%20and%20Limitations) This section defines Adjusted Gross Profit and Adjusted EBITDA as non-GAAP measures, outlining their use by management and their inherent limitations - Adjusted Gross Profit is defined as gross profit plus depreciation and amortization related to cost of revenues[15](index=15&type=chunk) - Adjusted EBITDA is defined as net income (loss) before interest expense, income taxes, depreciation and amortization expense, stock-based compensation, deferred compensation, management fees, minority interest, restructuring charges, impairment, and certain discrete items[15](index=15&type=chunk) - These non-GAAP measures are used by management to measure operational strength and performance but have limitations, including potential non-comparability with other companies and not being a substitute for GAAP measures[15](index=15&type=chunk)[16](index=16&type=chunk)[18](index=18&type=chunk) [Adjusted EBITDA Reconciliation (Q4 2023 vs. Q4 2022)](index=7&type=section&id=4.2.%20Adjusted%20EBITDA%20Reconciliation%20%28Q4%202023%20vs.%20Q4%202022%29) Adjusted EBITDA for Q4 2023 was **$10.0 million**, a decrease from **$14.3 million** in Q4 2022, despite a lower net loss Adjusted EBITDA Reconciliation (Q4) | Metric ($ in millions) | Q4 2023 | Q4 2022 (As Revised) | | :--------------------- | :------ | :------------------- | | Net loss | $(25.4) | $(29.8) | | Income tax benefit | $(8.8) | $(15.3) | | Interest expense | $12.0 | $9.7 | | Depreciation and amortization | $19.7 | $19.1 | | Impairment of goodwill | - | $26.6 | | Stock-based compensation & distributions to members | $5.8 | $6.9 | | Acquisition and restructuring costs | $3.3 | $6.2 | | **Adjusted EBITDA** | **$10.0** | **$14.3** | [Adjusted EBITDA Reconciliation (FY 2023 vs. FY 2022)](index=8&type=section&id=4.3.%20Adjusted%20EBITDA%20Reconciliation%20%28FY%202023%20vs.%20FY%202022%29) For FY 2023, Adjusted EBITDA was **$29.2 million**, a significant decrease from **$68.4 million** in 2022, reflecting various adjustments to net loss Adjusted EBITDA Reconciliation (FY) | Metric ($ in millions) | FY 2023 | FY 2022 (Successor, As Revised) | | :--------------------- | :------ | :------------------------------ | | Net loss | $(111.3) | $(384.4) | | Income tax benefit | $(20.4) | $(108.7) | | Interest expense | $48.7 | $31.6 | | Depreciation and amortization | $78.4 | $69.5 | | Impairment of goodwill | - | $372.7 | | Stock-based compensation & distributions to members | $21.2 | $22.2 | | Acquisition and restructuring costs | $14.7 | $26.6 | | **Adjusted EBITDA** | **$29.2** | **$68.4** | [Adjusted Gross Profit Reconciliation (Q4 2023 vs. Q4 2022)](index=8&type=section&id=4.4.%20Adjusted%20Gross%20Profit%20Reconciliation%20%28Q4%202023%20vs.%20Q4%202022%29) In Q4 2023, Adjusted Gross Profit was **$37.5 million**, down from **$43.0 million** in Q4 2022, reflecting decreased revenue and gross profit Adjusted Gross Profit Reconciliation (Q4) | Metric ($ in millions) | Q4 2023 | Q4 2022 (As Revised) | | :--------------------- | :------ | :------------------- | | Revenue | $96.1 | $140.1 | | Less: Cost of revenues (excluding D&A) | $(58.6) | $(97.1) | | Less: Depreciation and amortization related to cost of revenues | $(12.6) | $(12.4) | | Gross profit | $24.9 | $30.6 | | Add: Depreciation and amortization related to cost of revenues | $12.6 | $12.4 | | **Adjusted Gross Profit** | **$37.5** | **$43.0** | [Adjusted Gross Profit Reconciliation (FY 2023 vs. FY 2022)](index=9&type=section&id=4.5.%20Adjusted%20Gross%20Profit%20Reconciliation%20%28FY%202023%20vs.%20FY%202022%29) For FY 2023, Adjusted Gross Profit was **$153.3 million**, a decrease from **$173.4 million** in 2022, consistent with overall revenue decline Adjusted Gross Profit Reconciliation (FY) | Metric ($ in millions) | FY 2023 | FY 2022 (Successor, As Revised) | | :--------------------- | :------ | :------------------------------ | | Revenue | $402.0 | $612.2 | | Less: Cost of revenues (excluding D&A) | $(248.7) | $(438.8) | | Less: Depreciation and amortization related to cost of revenues | $(49.9) | $(45.6) | | Gross profit | $103.4 | $127.8 | | Add: Depreciation and amortization related to cost of revenues | $49.9 | $45.6 | | **Adjusted Gross Profit** | **$153.3** | **$173.4** | [Legal & Risk Disclosures](index=2&type=section&id=5.%20Legal%20%26%20Risk%20Disclosures) This section provides cautionary statements regarding forward-looking information and outlines key risks and uncertainties impacting System1's business operations [Cautionary Statement Regarding Forward-Looking Statements](index=2&type=section&id=5.1.%20Cautionary%20Statement%20Regarding%20Forward-Looking%20Statements) This section cautions readers on forward-looking statements, noting actual results may differ due to risks and uncertainties, and advises against undue reliance - This press release includes "forward-looking statements" regarding System1's future results, expectations, hopes, beliefs, intentions, or strategies, identified by words like "anticipate," "believe," "expect," "intend," "may," "plan," "project," and similar expressions[10](index=10&type=chunk)[11](index=11&type=chunk) - Actual financial results or operating performance may differ materially from forward-looking statements due to a number of risks, uncertainties, or other assumptions, some of which are beyond the company's control[12](index=12&type=chunk) - Readers are advised to review risk factors in SEC filings (Form S-4, 10-K, 10-Q/As, 8-K) and should not place undue reliance on these statements, as System1 does not undertake any obligation to update or revise them[12](index=12&type=chunk)[14](index=14&type=chunk) [Risks and Uncertainties](index=3&type=section&id=5.2.%20Risks%20and%20Uncertainties) Key risks include maintaining partner relationships, utilizing first-party data, RAMP performance, competition, acquisitions, financing, compliance, and intellectual property protection - Ability to maintain key relationships with network partners and advertisers, including monetization arrangements[13](index=13&type=chunk) - Ability to collect, process, effectively utilize, and safely store first-party data obtained through services[13](index=13&type=chunk) - Performance of the Responsive Acquisition Marketing Platform (RAMP) and ability to adapt to changes in customer demand[13](index=13&type=chunk) - Ability to compete with existing and new competitors, successfully source and integrate acquisitions, and raise future financing on market terms[13](index=13&type=chunk) - Changes in applicable laws or regulations impacting the business and the ability to maintain compliance, as well as the ability to protect intellectual property rights[13](index=13&type=chunk) [Company Information](index=9&type=section&id=6.%20Company%20Information) This section provides contact information for investor relations inquiries [Investor Relations Contact](index=9&type=section&id=6.1.%20Investor%20Relations%20Contact) Investor inquiries can be directed to Brett Milotte at ICR, Inc - Investor contact: Brett Milotte, ICR, Inc., Brett.milotte@icrinc.com[27](index=27&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from __________ to __________ Commission file number 001-39331 System1, Inc. (Exact name of registrant as specified in its charter) Delaware 92-3978051 (State or other juri ...

System1, Inc. (NYSE:SST) Q3 2023 Earnings Conference Call December 12, 2023 5:00 PM ET Company Participants Kyle Ostgaard - Vice President, Finance Michael Blend - Co-Founder and Chief Executive Officer Tridivesh Kidambi - Chief Financial Officer Conference Call Participants Dan Kurnos - Benchmark Kyle Ostgaard Thank you for standing by, and welcome to the Third Quarter 2023 Conference Call and Webcast for System1. Joining me today to discuss System1's business and financial results are our Co-Founder and C ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from __________ to __________ Commission file number 001-39331 System1, Inc. (Exact name of registrant as specified in its charter) Delaware 92-3978051 (State or o ...

Investor Presentation August 2023 Safe Harbor Disclaimer for Forward-Looking Statements Forward-Looking Statements Such risks, uncertainties and assumptions include, but are not limited to: (1) our ability to grow and manage growth profitably, and retain its key employees; (2) our ability to acquire businesses on acceptable terms and to successfully integrate and recognize anticipated synergies from acquired businesses; (3) use of cash and other available liquidity to grow and invest in our businesses; (4) ...

Financial Data and Key Metrics Changes - Revenue for Q2 2023 was $147 million, a 33% decrease year-over-year from $220 million [32] - Adjusted gross profit was $53 million, down 21% year-over-year [13] - Adjusted EBITDA was $14.6 million, down 57% year-over-year, representing a 27% margin on gross profit [41] - Cash on the balance sheet at the end of the quarter was $26.2 million, with gross debt at $430 million [15] Business Line Data and Key Metrics Changes - Owned and operated advertising revenue decreased by 51% year-over-year, while network advertising revenue increased by 3% [32] - Subscription revenue was up 18% year-over-year, with billings increasing 17% to $54.2 million [33] - The number of subscribers increased to almost 2.8 million, reflecting a 21% year-over-year increase [14] Market Data and Key Metrics Changes - Advertising spend was $49.7 million, down 35% sequentially [6] - Revenue per session (RPS) was down $0.01 sequentially to $0.09, while cost per session (CPS) was also down $0.01 to $0.06 [33] - The company generated over 800 million sessions with a spread of $0.03 per session [6] Company Strategy and Development Direction - The company is focused on cost structure and generating operating cash flow in the short term, having reduced headcount by approximately 15% [10] - Plans to spend over $70 million in customer acquisition in the second half of the year, up from $48 million last year [36] - The company aims to continue delivering adjusted EBITDA and operating cash flow while managing liquidity needs [37] Management's Comments on Operating Environment and Future Outlook - Management expressed cautious optimism about a rebound in digital marketing, noting volatility in performance marketing [4] - The company expects gross profit for the second half of 2023 to be between $100 million and $105 million, reflecting a 16% decline year-over-year at the midpoint [17] - Management remains bullish on the ability to operate through an uncertain macro outlook, emphasizing alignment with shareholders [30] Other Important Information - The company faced a $3.3 million charge to adjusted EBITDA due to the termination of a network partner by an advertising partner [34] - The network advertising business saw a 30% sequential increase in revenue and gross profit, despite the challenges faced [27] Q&A Session Summary Question: What are the expectations for the advertising market? - Management noted that while recent financial performance has been negatively impacted by market conditions, they believe they are poised for a rebound in advertising marketplaces [39] Question: How are operating expenses expected to trend? - Operating expenses were up 17% year-over-year due to increased accounting and consulting costs, but are expected to revert to previous levels starting in Q3 [41] Question: What is the outlook for the network advertising business? - The network advertising business is expected to continue delivering significant growth, with over 60% growth year-over-year anticipated in the second half [43]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from __________ to __________ (State or other jurisdiction of incorporation or organization) 4235 Redwood Avenue Marina Del Rey, CA (Address of Principal Executive Offi ...