System1 SPAC Presentation Deck

Made public by

sourced by PitchSend

24 of 47

Category

Industrial

Published

November 2021

Slides

Transcriptions

#1SYSTEM Analyst Day Presentation November 2021#2Disclaimer Disclaimer This presentation does not constitute a prospectus and should under no circumstances be understood as an offer to sell or the solicitation of an offer to buy securities, nor will there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or exemptions therefrom. Trebia Acquisition Corp. ("Trebia"), S1 Holdco, LLC ("S1") and Protected.net Group Ltd. ("Protected", and together with its and S1's respective subsidiaries, collectively "System1") and their respective directors, executive officers and other members of their respective management teams or other employees, under U.S. Securities and Exchange Commission ("SEC") rules, may be deemed to be participants in the solicitation of proxies of Trebia's shareholders in connection with the proposed business combination. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of Trebia's directors and executive officers in Trebia's final prospectus, as amended, dated June 16, 2020 (SEC File No. 333-238824), which was filed with the SEC on June 18, 2020. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of Trebia's shareholders in connection with the proposed business combination are set forth in the preliminary proxy statement for the proposed business combination which was filed with the SEC on September 16, 2021, and subsequently combined with a registration statement on Form S-4 which was filed on November 3, 2021. Information concerning the interests of Trebia's and System1's participants in the solicitation, which may, in some cases, be different than those of Trebia's and System1's equity holders generally, are set forth in the registration statement on Form S-4 relating to the proposed business combination. Certain information contained herein has been derived from sources prepared by third parties. While such information is believed to be reliable for the purposes used herein, none of Trebia, System1, their respective affiliates, directors, officers, employees, members, partners, shareholders or agents makes any representation or warranty with respect to the accuracy of such information. Forward-Looking Statements This presentation and any related oral commentary include "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Forward- looking statements include, but are not limited to, statements regarding Trebia, Systeml or their respective management team's expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this presentation may include, for example, statements about System1's industry and market sizes; future opportunities for System1; expectations and projections concerning the future financial and operational performance and/or results of operations of System1; and the proposed business combination transaction between Trebia and System1, including the implied enterprise value, ownership structure and the likelihood and ability of the parties to successfully consummate the transaction. The forward-looking statements contained in this presentation are based on Trebia's and System1's current expectations and beliefs concerning future developments, and their potential effects on Trebia or System1 taking into account information currently available. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause System1's actual financial results or operating performance to be materially different from those expressed or implied by these forward-looking statements. Such risks, uncertainties and assumptions include, but are not limited to: (1) the occurrence of any event, change, or other circumstances that could give rise to the termination of the business combination agreement (the "Agreement"); (2) the outcome of any legal proceedings that may be instituted against Trebia and/or System1 following the announcement of the Agreement and the transactions contemplated therein; (3) the inability to complete the proposed business combination, including due to failure to obtain approval of the shareholders of Trebia, certain regulatory approvals, or satisfy other conditions to closing set forth in the Agreement; (4) the occurrence of any event, change, or other circumstance that could give rise to the termination of the Agreement or could otherwise cause the transaction to fail to close; (5) the impact of COVID-19 on System1's business and/or the ability of the parties to complete the proposed business combination; (6) the inability to maintain the listing of combined company's shares on NYSE following the proposed business combination; (7) the risk that the proposed business combination disrupts current plans and operations as a result of the announcement and consummation of the proposed business combination; (8) the ability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, competition, the ability of System1 to grow and manage growth profitably, and retain its key employees; (9) costs related to the proposed business combination; (10) changes in applicable laws or regulations (including those concerning data security, consumer privacy and/or information sharing); and (11) the possibility that Trebia or System1may be adversely affected by other economic, business, and/or competitive factors. The foregoing list of factors is not exclusive. Additional information concerning certain of these and other risk factors is contained in Trebia's most recent filings with the SEC, including the registration statement on Form S-4 (and, after the registration statement on Form S-4 is declared effective, the definitive proxy statement/prospectus, when available) filed with the SEC in connection with the proposed business combination. Please refer to the registration statement on Form S-4 for the risks and other factors that may impact System1's business, prospects, financial results and operating performance. S1 2#3Disclaimer (Continued) Should one or more of these risks or uncertainties materialize, they could cause our actual results to differ materially from any forward-looking statements contained in this presentation. Neither Trebia's nor System1's independent auditors have audited, reviewed, compiled or performed any procedures with respect to the forward-looking statements for the purpose of their inclusion in this presentation, and accordingly, neither of them expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this presentation. Trebia and System1 will not undertake any obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. You should not take any statement regarding past trends or activities as a representation that such trends or activities will continue in the future. Accordingly, you should not put undue reliance on these statements. This presentation is not intended to constitute, and should not be construed as, investment advice. An investment in Trebia is not an investment in any of our founders' or sponsors' past investments or companies or any funds affiliated with any of the foregoing. The historical results of these investments are not indicative of future performance of Trebia (including after the closing of the proposed business combination), which may differ materially from the performance of the founders or sponsors past investments, companies or affiliated funds. Trademarks This presentation may contain trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this presentation may be listed without the TM, SM or Ⓒ symbols, but System1 will assert, to the fullest extent under applicable law, the rights of the applicable owners, if any, to these trademarks, service marks, trade names and copyrights. Use of Non-GAAP Financial Measures This presentation includes non-GAAP financial measures, including Pro Forma Adj. EBITDA. Trebia and System1 believe that these non-GAAP measures are useful to investors for two principal reasons: (1) these measures may assist investors in comparing performance over various reporting periods on a consistent basis by removing from operating results the impact of items that do not reflect core operating performance; and (2) these measures are used by System1's management and board of directors to assess its performance and may (subject to the limitations described below) enable investors to compare the performance of System1 to its competitors. Trebia and System1 believe that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends. These non-GAAP measures should not be considered in isolation from, or as an alternative to, financial measures determined in accordance with GAAP. Other companies may calculate these non-GAAP measures differently or use different non- GAAP measures financial from those used in this presentation, and therefore such measures may not be directly comparable to similarly titled measures of other companies. For reconciliation of these non-GAAP financial measures used in this presentation, see "Net Income to Pro Forma Adj. EBITDA" included in the Appendix at the end of this presentation, as well as information included in the registration statement on Form S- 4 relating to the proposed business combination. Use of Projections This presentation contains financial forecasts with respect to the System1's projected financial results. Neither Trebia's nor System1's independent auditors have audited, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this presentation, and accordingly, they did not express an opinion or provide any other form of assurance with respect thereto for the purpose of this presentation. These projections should not be relied upon as being necessarily indicative of future results. The assumptions and estimates underlying the prospective financial information are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. Accordingly, there can be no assurance that the prospective results are indicative of the future performance of System1 or that actual results will not differ materially from those presented in the prospective financial information. Inclusion of the prospective financial information in this presentation should not be regarded as a representation by any person that the results contained in the prospective financial information will be achieved. You should review this information together with System1's historical information, as well as information included in the registration statement on Form S-4 relating to the proposed business combination. Important Information About the Proposed Business Combination and Where to Find It In connection with the proposed business combination, a registration statement on Form S-4 was filed by Trebia with the U.S. Securities and Exchange Commission ("SEC") that will be distributed to holders of Trebia ordinary shares in connection with Trebia's solicitation for proxies for the vote by Trebia's shareholders in connection with the proposed business combination with System1 and other matters as described in the registration statement on Form S-4. Trebia and System1 urge investors, shareholders and other interested persons to read, when available, the effective registration statement on Form S-4, including the proxy statement/prospectus, as well as other documents filed with the SEC in connection with the proposed business combination, as these materials will contain important information about Trebia, System1 and the proposed business combination. Such persons can also read Trebia's final prospectus, as amended, dated June 16, 2020 (SEC File No. 333-238824), which was filed with the SEC on June 18, 2020, for a description of the security holdings of Trebia's officers and directors and their respective interests as security holders in the consummation of the proposed business combination. After the registration statement on Form S-4 has been declared effective, the definitive proxy statement/prospectus will be mailed to Trebia's shareholders as of a record date to be established for voting on the proposed business combination. Shareholders will also be able to obtain copies of such documents, without charge, once available, at the SEC's website at www.sec.gov, or by directing a request to: Trebia Acquisition Corp., 41 Madison Avenue, Suite 2020, New York, NY 10010. S1 3#4Sponsors & S1 Management S1 William P. Foley II Trebia BLACK KNIGHT CH CANNAE HOLDINGS, INC. CERIDIAN dun & bradstreet MULFIDELITY NATIONAL FINANCIAL FIS Paysafe: alight Frank R. Martire Jr Trebia NCR J.ALEXANDER'S HOLDINGS, INC. @**** FIS Metavante fiserv. Michael Blend CEO & Co-Founder P infogroup dynata Demand DAY SQUARTIERE Tridivesh Kidambi Chief Financial Officer P Demand EZTexting SEND SMARTER WHIP MEDIA GROUP 4#5Leverage Trebia Value Creation Playbook Trebia Co-Founders have consistently scaled public businesses, executed M&A, increased margins and drove multiple expansion and public investor returns Industry Served Organic Revenue Acceleration EBITDA Margin Expansion Transformative Acquisitions Multiple Expansion S1 Proven SPAC Sponsor 1 Paysafe:¹ alight Workplace Benefits & Payroll FinTech William P. Foley II Co-Founder изпи INTERACTIVE Interactive Gaming ♡ Consistent Success in Technology Businesses with Large TAM's FIDELITY INATIONAL FINANCIAL Real Estate BLACK KNIGHT Mortgage dun & bradstreet Data & Analytics ✔ Sources: Public company filings and Factset 1. Recent acquisitions / value creation in progress - Wynn Interactive transaction subject to close Frank R. Martire Jr Co-Founder FIS FinTech ✔ Decades of Driving Significant Shareholder Value fiserv. FinTech Metavante NCR I SYSTEM FinTech Technology | Technology ♡ I ↓ I I LO 5#6System1 Checks All of Our Boxes System1 operates in a very large and growing market U.S. digital advertising was a $150B market in 2021, growing to $278B in 2024¹ Serving advertisers across every industry vertical for mass relevancy Large TAM Differentiated Solution Proven Track Record Strong Management Flexible Capital Structure Proven Platform Leverage Playbook S1 1. Source: eMarketer System1's RAMP platform drives a long term sustainable advantage RAMP is a comprehensive technology platform that enables System1 to programmatically acquire, refine and monetize customers across all advertising channels and industry verticals at significant scale 1st Party data (not reliant on third-party cookies) positions System1 for the future of online consumer privacy Long track-record of performance 2021E Pro Forma Adj. EBITDA of $111M, and 2018A-2021E Pro Forma Adj. EBITDA CAGR of 34% System1 has had positive Pro Forma Adj. EBITDA since inception Strong management team that has worked together for many years Founder-led management team with track record of success Deep knowledge of sector and strong employee loyalty Management team holding significant equity in the transaction Strong FCF generation allows for capital structure flexibility Pro forma balance sheet with limited leverage and capital structure flexibility Strong cash flow generation to service debt System1 business model and technology provides a platform that scales to support organic growth and integrate M&A Successfully acquired and scaled 7 companies We look to continue their success & execute on larger opportunities Proven track record of driving significant shareholder value Trebia to help drive cost efficiencies and organic and inorganic growth initiatives Experience in scaling public businesses and expanding multiples 6#7Transaction Overview System1 Overview SYSTEM System1 is an omnichannel customer acquisition platform, delivering high-intent customers to advertisers and to their own subscription products. In the large and growing digital advertising market, System1 is poised for 20%+ organic Revenue growth S1 1. 2. 3. 4. Assumes $400M of debt incurred at closing under $400M total commitment Current majority owner of Systeml Key Transaction Highlights ● Transaction represents $1.4 billion Enterprise Value Transaction is attractively priced relative to comparable companies trading multiples and operating metrics Use of Proceeds include¹: $250M to exiting private equity investor - Court Square Capital Partners² $213M to management & employees $55M in transaction fees and expenses $259M of cash to the balance sheet³ Management is fully committed to transaction and is rolling $668M of equity value and will own 52% of the business post merger CEO and Co-Founder is rolling 100% of his total equity stake 100% Backstop for potential future redemptions4 O O O O O Assumes zero redemptions The $518 million of cash held in Trebia's trust account is backstopped for potential redemptions by Trebia public stockholders by a $200 million equity commitment from Cannae, together with a portion of the $400 million BofA Securities debt commitment. These amounts in conjunction with the potential for management to roll an additional $100 million of equity creates a 100% backstop against potential future redemptions. 7#8Partnership Will Accelerate Business Opportunities and Drive Multiple Expansion + SYSTEM S1 Omni-channel Customer Acquisition and Monetization Engine + $ Profitable & Proven Growth Story Compelling Entry Valuation With Attractive Transaction Structure + TREBIA ACQUISITION CORPORATION Following Established Value Creation Playbook $ +00 Significant Opportunity for Value Creation Through Revenue Growth, Margin Improvement and Multiple Expansion 8#9Company Overview S1 9#10S1 SYSTEM is an omnichannel customer acquisition marketing platform, delivering high-intent customers to advertisers and to our own subscription products 10#11System1 at a Glance System1 finds and delivers high intent customers across 50+ major advertising verticals S1 System1's proprietary Responsive Acquisition Marketing Platform (RAMP) drives the business and provides a sustainable competitive advantage Proprietary 1st party data positions System1 for future of online consumer privacy Operating at scale and profitable across highly diversified marketing & revenue channels Founder-led with 52% management ownership post- transaction 1. Monthly average for Q3 2021 As of September 30, 2021 3. Daily average for September 2021 123 2. 135M+ Monthly Visitors¹ 2M+ Active Subscribers² 5B Rows of Data Ingested Daily³ ~500M Monthly Distinct Search Queries¹ $111M 2021E Pro Forma Adj. EBITDA 11#12Consistent Growth & Profitability... Revenue S1 ($ in millions) $299 $460 18-¹22 CAGR: 35% $564 $805 $995 $404 YOY Growth: 47% $594 2018 2019 2020 2021E 2022E Sept20 Sept21 YTD YTD Gross Profit ($ in millions) $78 18-¹22 CAGR: 35% $119 $203 $133 $255 $91 YOY Growth: 72% → $156 Pro Forma Adj. EBITDA 2018 2019 2020 2021E 2022E Sept20 Sept21 YTD YTD Change in Deferred Revenue ($ in millions) $46 $68 $63 18-¹22 CAGR: 32% $111 2018 2019 2020 $142 $40 YOY Growth: 123% 2021E 2022E Sept20 Sept21 YTD YTD +$9 +$13 +$18 +$23 +$27 +$12 +$11 Note: Pro Forma Adj. EBITDA includes pro forma consolidation of pre-acquisition results in historical periods. See Appendix for a reconciliation of non-GAAP metrics to comparable GAAP metrics. Change in Deferred Revenue is an operating metric used by management in conjunction with billings to provide insight into the performance and cash flow of the business. Figures in charts may not foot due to rounding. Refer to appendix to see impact of acquisitions and terminated product lines 1$90 12#13...and a Highly Diversified & Resilient Business S1 Vertical Agnostic No dependency on any specific advertiser or vertical Omnichannel Acquiring customers across all major networks Platform Revenue by Vertical Home & Garden Jobs & Education Autos Retail Travel & Tourism Leisure & Lifesytle Other Business & Technology Finance Note: All metrics shown are for the twelve months ended September 30, 2021 on a pro forma basis Privacy / Security Health Platform Advertising Revenue by Acquisition Channel Organic Native Display Social Network Partners Other Search 13#14Our Business Lines S1 1. Owned & Operated (O&O) Properties activebeat AUTO VERSED Revenue Generated Through Digital Advertising healthversed dögpile FAME 10 Advertising carsgenius.co forkly* HealthWell howstuffworks Gross Profit:¹ info.com MapQuest Startpage WALLET TaxInfo Today GENIUS +25 more $137M WEBCRAWLER Network Partners Baidu E PCHmyaccount Publishers Clearing House WebMD All metrics shown are for the twelve months ended September 30, 2021 CAMPUS EXPLORER $36M QUINSTREET y net news.com yahoo! Subscription Revenue Generated Through Digital Subscriptions Owned & Operated Digital Products TOTAL AV TOTAL Adblock TOTAL WebShield $36M 14#15Our Business Model: Find & Deliver High Intent Customers Across 50+ Major Advertising Verticals #1 Unlock Customer Intent RAMP algorithmically places advertisement on a 3rd party customer acquisition platform (Google, Facebook, Pinterest, etc.) to acquire in- market consumers with purchase intent AUTO AutoVersed VERSED Sponsored - Step Up to a 2020 Jeep Grand Cherokee - A remarkable driving experience starting at only $32K- Get more info on models and prices here! AUTOVERSED.COM Jeep's Grand Cherokee The Grand Cherokee's versatility is hard to ... Like Comment Spending ~$500M Annually On Digital Advertising Generates 3.1B Sessions¹ $0.15 of O&O Cost per Session¹ GET OFFER Share #2 Refine Customer Intent Consumer views & clicks on ad and is directed to one of Systeml's 40+ web sites where consumer intent is further refined = AUTOVERSED INSIDE THE 2020 JEEP GRAND CHEROKEE By AutoVersed Team on November 6, 2019 The 2020 Jeep Grand Cherokee is the true definition of what an SUV should be. Not only is the new Grand Cherokee a great family hauler, but it can also take you on a challenging off-road trail. S1 Note: All metrics shown are for the twelve months ended September 30, 2021 1. A session is a monetizable user visit Prices for the new Grand Cherokee start at more than reasonable $32,045. For folks who demand more driving excitement on the street, Jeep offers two high-performance models that you have to see for youself. Related Topics (Ads): 1. 2020 Jeep Grand Cherokee Pricing 2. Jeep Grand Cherokee Lease 3. New Jeep Cherokee Cost 40 Websites Search engines & vertical-specific content ~1.5B annual visitors # 3 Monetize Customer Intent System1 is paid by sending consumer to relevant advertising network, direct advertiser, or System1 subscription product Jeep 2019 Overview VEHICLES V 2020 Grand Cherokee Gallery Exterior Interior START SOMETHING NEW SALES EVENT START OFF THE NEW YEAR WITH $1,500 TOTAL CASHO MENU E AN ADDITIONAL $750 CHRYSLER CAPITAL BONUS CASHO ON SELECT 2020 GRAND CHEROKEE MODELS IN DEALER 900M+ Clicks to Advertisers ~$750M of Consolidated Revenue $0.19 of O&O Revenue per Session Capal 15#16#1 ● S1 RAMP Dynamically Places Advertisements Across All Major Customer Acquisition Channels... Display Google The Best SUVs Under $40K f Find New & Used SUVs At An Affordable Price Native Discover 2021 SUVS-See Affordable Options CarsGenius Sponsored Bing Taboola Note: All metrics shown are average monthly metrics as of Q3 2021 Al & machine learning creates bespoke ads for 50+ advertiser verticals in each acquisition channel Jeep Best SUV Deals Compare SUV Deals & Prices Near You Discover The Best SUV Deals Today Best SUV 2019 Compare 2019 SUV Models Now Research Model Features And Pricing CarsGenius Sponsored BUY.CARSGENIUS.COM Here's How To Get a Good Deal on a 2021 SUV There are some major things know if you're thinking of buying a vehicle this year. From style to pricing to availability, here are some trends consumers can look for right now. Ad search.carsgenius.com/find/suvs ▾ Find New SUVs For Sale | Search W/ CarsGenius Compare Prices & Feature Of SUV Models Online. Search For Your New Vehicle Today. CarsGenius Delivers Comprehensive Information To Assist With Your Auto Needs. Search SUVS on CarsGenius. Discover Great Deals. Find Dealerships Near You. Browse New & Used Models. Models: SUVs, Trucks, Sedans Like Search Auto Insurance Research Auto Insurance Options Compare Plans And Pricing Now Crossover Deals Review Crossover Deals Near You Compare Prices & More Social Comment ... LEARN MORE Share P (8₂ yahoo! RAMP dynamically adjusts bid pricing for each advertising campaign to maximize profit and limit financial risk as market conditions shift RAMP manages 90k+ daily advertising campaigns, optimizes these campaigns 15M+ times daily, driving 135M+ monthly web site visitors 16#17#2 ...Advertising Directs Consumers To System1 Web Sites, Which Further Qualify Consumer Purchase Intent... Edit Route 1 MapQuest 13335 Maxella Ave Marina Del Rey, CA 90292-5619 Route 2 via Main St List S1 21 Minutes Heavy Traffic The Riviera Country Club NORTH OF MONTANA Start Universal Studios 5.8 Mi SAWTELLE ~24M Monthly Users¹ Other System1 Owned & Operated Properties X Las vegas golden knights Images Web info.com activebeat Vegas Golden Knights Tickets - On Sale Now At StubHub Ad stubhub.com Startpage At Stubhub, every Vegas Golden Knights ticket is 100% guaranteed by FanProtect™. Enjoy customer service all the way to your seat w/ the world's largest ticket marketplace. Q Las Vegas Golden Knights - Vegas Golden Knights Tickets ~46M Monthly Users¹ forkly. Videos AUTO VERSED info.com News 1. All metrics shown are average monthly metrics as of Q3 2021 TaxInfo Today healthversed dögpile WALLET GENIUS howstuffworks howstuffworks Home & Garden / Real Estate / Buying a Home House Hunting? Be Prepared to Win a Bidding War By: Carrie Whitney, Ph.D. | May 28, 2021 Health Well ~11M Monthly Users¹ FAME O WEBCRAWLER 25+ more 40+ Internet Properties Across Multiple Industries 135M+ Monthly Visitors¹ ~500M Monthly Distinct Search Queries¹ Consumers refine their purchase intent by entering a search or reading an article on our web sites 17#18#3 ...and Then We Deliver High-Intent New Customers to Our Advertisers & System1 Subscription Products Select Customers Monetizing Consumer Traffic S1 HING Advertising System1 Digital Subscriptions Ad Networks Direct Advertisers Google exandr AmeriSave Mortgage Corporation lendingtree TOTAL AV yahoo! PubMatic Note: All metrics shown are for the twelve months ended September 30, 2021 unless otherwise noted Better Lemonade Proprietary Products TOTAL WebShield ▶ Bing Magnite byte Quicken Loans TOTAL Adblock Metrics O&O Advertising Revenue: $575M+ Total User Sessions: 3.1BN O&O Revenue Per Session: $0.19 2.2M Paying subs as of 9/30/21 $145M in Billings 18#19RAMP Technology Enables Our Business Success Al-powered Marketing Unlocks Customer Intent... Leverage Our Websites to Further Qualify Customer Intent.... S1 AUTO AutoVersed Sponsored @ - Programmatic Buying Platform 8= Like Ad Media Interface Comment Share Privacy Focused 1st Party Data A/B AUTOVERSED Prices for the new Grand Cherokee start at more than reasonable $32,045. For folks who demand more driving excitement on the street, Jeep offers two high-performance models that you have to see Content & Ad Engine 0101 1001 UI A/B Engine 3. New Jeep Cherokee Cost Machine Learning / Data Science Deliver and Monetize High-Intent Customers to Advertisers / Subscription Jeep 2019 VEHICLES 2020 Grand Cherokee MENUE Monetization Decisioning $1,500 TOTAL CASHO PLUS AN ADDITIONAL $750 CHRYSLER CAPITAL BONUS CASHO ON SELECT 2020 GRAND CHEROKEE MODELS IN DEALER INVENTORY 4B Rows of Data Ingested Daily Real Time Revenue Attribution 19#20Our Responsive Acquisition Marketing Platform (RAMP) is the Underlying Technology Driving Our Success S1 TO BE A K 50000 C 20#21What is RAMP? S1 Publishing stack powers 40+ O+O sites Monetization engine connects users with highest value offers that satisfy intent Data & ML pipelines ingest + process 5B+ rows/day to first-party data stores Platform architecture federates core features across search, publishing, utilities, subscription and app products Programmatic buying engine automates omni-channel advertising with creative automation & bidding optimization Powerful search stack processes 500M+ queries/mo across O+O and partner sites Content recommendation engine discovers, classifies, serves 200M+ rec's/day 21#22RAMP Platform Architecture Application Layer Platform Layer S1 Data Layer ●● Publishing Properties Search Properties Acquisition Paid and organic traffic acquisition services and APIs. RAMP Console System1 and partner-facing access to the RAMP platform, Including campaign management, experimentation tools, and reporting dashboards. Subscriptions Partner & Apps Properties Engagement Content and advertisement delivery components. Data Pipelines and Machine Learning models Monetization Monetization, measurement and revenue attribution engine. First-Party Data Store 22#23Deep Dive Keyword Service S1 Q LG OLED TV 65in R LG Performance Data Entity https://en.wWikipedia.org/wiki/LG_Corporation Entity https://en.wikipedia.org/wiki/Television_set#OLED Topic shopping::tech::television set::oled tv Query Intent Category /Shopping Language English Keyword Engine = (B walletgenius Budgeting Ask Yourself These Questions Before Every Major Purchase Published January 20, 2021 Table of Contents Listen to article 10 minutes Q 6 minute read Even the most frugal of individuals can face those almost impossible-to-resist spending temptations. Whether it's an incredible sale on the big screen television you've been eyeing or a once-in-a-lifetime vacation opportunity, the importance of frugality can Feedback Loop 23#24Our Technology Moat Widens As Our Business Grows S1 Key Competitive Advantages En LE Omnichannel Vertical Agnostic Privacy Focused 1st Party Data End to End Tech Stack Plug N' Play M&A System1's Virtuous Flywheel Closed-Loop Attribution ↑ Higher Monetization and Profits Highly Efficient Customer Acquisition More Customer Traffic SYSTEM Better Conversion 1 Data-Driven Optimization 24#25System1's Differentiated Positioning in the Customer Acquisition Landscape S1 Multi- Vertical Single Vertical lendingtree QUINSTREET EVERQUOTE MediaAlpha Single Monetization Sub-scale companies J2 GLOBAL SYSTEM TechTarget Advertising + Subscription 25#26Recent Privacy Shifts in Digital Marketing Emphasize First- party Data... Google First-party relationships are vital in a privacy-first world. Protecting privacy means an end to... third-party cookies S1 - David Temkin, Director of Product Management, Ads Privacy and Trust We are well positioned as 3rd party cookies & intrusive tracking goes away One of the largest independent 1st-party search providers Focused on 1st-party intent data →→ Cookie-based advertising becomes less effective RAMP does not rely on 3rd-party cookies 26#27Growth Strategy S1 27#28Advertising: Multiple Drivers of Growth S1 1. Optimizations to drive acquisition & monetization efficiencies¹ RAMP manages 90K+ ad campaigns daily 15M+ daily campaign & keyword optimizations conducted programmatically by RAMP 315M+ advertising keywords in our database across 50+ advertising verticals $0.04 spread between RPS and CPS Expand our Direct-to- Advertiser business Delivering Customers to ~100 Advertisers Directly AMERICAN Better CHOICE Home Warranty freedom DEBT RELIEF Lemonade pawp Quicken Loans All metrics shown are for the twelve months ended September 30, 2021 AmeriSave Mortgage Corporation byte credible IVL International D lendingtree pumpkin SELECT HOME WARRANTY pe cat conn Grow & expand our international business International Advertising Revenue ($M) % of platform revenue YOY Growth: 281% $9 $36 Q3 20 6% Q3 21 16% 28#29Subscription: Land and Expand with Existing and New Products S1 1. Continue to Acquire More Subscribers 861 2018 +1,374 2,208 TOTAL Adblock YTD 9/30/21 Launch New Products (in thousands) TOTAL WebShield High Subscriber Retention Drives Billings Growth $116 $43 2018 $29+ +$73 2018 Increase in Billings Per User¹ +$100 YTD 9/30/21 Based on 2018 customer cohort; Billings Per User is calculated as billings divided by end of year subscribers for the cohort $130+ ($ in millions) YTD 9/30/21 29#30Long Runway on Existing Strategy S1 1. Advertising Total Digital Advertising $150B¹ S1 $500M Ad Spend Source: eMarketer Total Digital Advertising $150B¹ S1 Ad Spend 4x to $2B Subscription Current Product Suite TOTAL AV TOTAL WebShield TOTAL Adblock Potential Categories **** Security & Privacy Hosting & Storage News & Education Credit Monitoring Home Services Gaming & Apps Financial Services 30#31Strategic M&A Can Drive Upside to Our Projections S1 08 Focus on Proprietary Deals & Growth Synergies D-8 D=8 RAMP is Built to Facilitate Plug & Play M&A Target Rich Environment 31#32We Have a Successful & Growing M&A Track Record S1 Acquisition MapQuest CM Develop and augment new CONCOURSE MEDIA Startpage info.com MEDIA QOOL™ user acquisition channels infospace Build strong brands in focus markets or verticals Diversify monetization capabilities O&O Product Extension Accelerate international growth . ● Startpage Strong consumer brand for private search with significant international presence Significant day 1 acquisition synergies due to superior System1 monetization terms and Ul testing platform to improve RPS Migration to RAMP framework led to further RPS improvements Strong consumer brand and travel-related search engine Underinvested by previous owner Superior display monetization from RAMP drove 32% increase in site monetization within 1 month of acquisition close MapQuest Migration to RAMP led to significant opportunity to acquire and monetize traffic Q3 21 revenue more than triple Q3 2019 (pre-acquisition) Search RPM Growth Under Systeml ~2x Note: "O&O" refers to Owned & Operated; "RPM" refers to page revenue per thousand impressions; "RPS" refers to revenue per session; $6.83 LTM as of 12/31/18 $9.71 Site RPM Growth Under Systeml LTM as of 9/19/19 $14.55 ~4x Q3'21 $35.72 Q3'21 32#33High Priority M&A Opportunities S1 CURRENT FOCUS AREAS RAMP bolt-on technology Accelerate existing business lines $ |||| |||| |||| Enter adjacent markets a 33#34Founder-Led Team With an Exceptionally Deep Bench S1 375+ Employees 50% Of employees in engineering, product, & data science 52% Pro-forma founder and management ownership post transaction Michael Blend CEO & Co-Founder Demand infogroup Media EY Jen Robinson Chief Technology Officer ZEER A Big Frame SAP Tridivesh Kidambi DV Demand CFO WHIP MEDIA GROUP EZTexting SEND SMARTER Beth Sestanovich Chief People Officer CarsDirect LAWEEKLY Los Angeles Times Paul Filsinger President QOOL (StealtheDeal WORLD WIDE INTERACTIVE Brian Coppola Chief Product Officer @conion yahoo! AMOBEE direct 34#35Financial Performance S1 35#36Financial Highlights S1 1 2 3 4 5 A Rule of 40 Business Strong Revenue Growth and Profitability, Management Focus on Gross Profit Dollars Diverse Business Model Generating Revenue Across Verticals Through Advertising and Subscriptions Strong and Consistent Organic Growth RAMP Platform Enables Continuous Optimization Driving Operating Leverage Exceptional M&A Track Record Established History of Driving Significant Growth by Leveraging RAMP Platform on M&A Strong Alignment with Shareholders Founder-led Management Team Heavily Invested with Substantial Ownership 36#37Strong Growth Trajectory & Track Record of Profitability Revenue S1 ($ in millions) $299 2018 $460 18 - ¹22 CAGR: 35% $564 $805 $995 $404 YOY Growth: 47% $594 2019 2020 2021 2022E Sept20 Sept21 YTD YTD Gross Profit ($ in millions) $78 26% 18-'22 CAGR: 35% $119 26% $133 $203 24% 25% $255 26% $91 22% YOY Growth: 72% $156 26% 2018 2019 2020 2021 2022E Sept20 Sept21 YTD YTD Pro Forma Adj. EBITDA ($ in millions) 18 - ¹22 CAGR: 32% 15% $68 $46 15% $63 11% $111 2018 2019 2020 14% $142 14% $40 10% YOY Growth: 123% % Margin Note: Pro Forma Adj. EBITDA includes pro forma consolidation of pre-acquisition results in historical periods. See Appendix for a reconciliation of non-GAAP metrics to comparable GAAP metrics. Change in Deferred Revenue is an operating metric used by management in conjunction with billings to provide insight into the performance and cash flow of the business. Figures in charts may not foot due to rounding. Refer to appendix to see impact of acquisitions and terminated product lines $90 2021E 2022E Sept20 Sept21 YTD YTD Deferred Revenue +$9 +$13 + $18 +$23 +$27 +$12 +$11 Change in 15% 37#38A Highly Diversified Business Model Diversified Across Verticals and Acquisition Channels Platform Revenue by Vertical Jobs & Education Home & Garden Autos Travel & Tourism Retail S1 Leisure & Lifesytle Other Business & Technology Finance Privacy / Security Health Relationships with search networks enable vertical diversification Platform Advertising Revenue by Acquisition Channel Organic Native Display Social Network Partners Other RAMP identifies & scales marketing across the most efficient channels Note: All metrics shown are for the twelve months ended June 30, 2021 unless otherwise noted Search Resiliency through COVID Gross Profit ($ in millions) $23 30% $28 $31 $37 $33 Resilience through $22 COVID19 $36 $42 $40 $57 $60 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 19 19 19 19 20 20 20 20 21 21 21 Diversification Leads to Resilient Business Model 38#39Acquisition of Protected Drives Our Subscription Business Customer Count S1 (in millions) 0.9 2018 #1 '18-'1H 21 CAGR: 46% 1.2 2019 1.9 2020 2.2 YTD 9/30/21 System1 has been investor & partner since 2018 Subscription Billings ($ in millions) #2 $180 $150 $120 $90 $60 $30 $0 2017 2016 2017 2018 2019 2020 2021 '18-'21 CAGR: 65% 2018 2019 2020 Prior period investments in customer acquisition provides revenue lift in 2021 and beyond 2021 #3 ~70% from customers acquired in prior years Subscription Gross Profit Highly Predictable Recurring Revenue Model Strong pipeline of new subscription products provides platform for long- term growth ($ in millions) ($17) 2018 #4 ($12) 2019 ($2) 2020 $33 YTD 9/30/21 Became profitable on a billings basis in Q4 20 39#40Historical and Projected Financial Detail 2018 2021E Revenue Owned & Operated Properties Network Partners Advertising Total Subscription Total YOY Growth Gross Profit Owned & Operated Properties Network Partners Unallocated Cost of Revenue Advertising Total Subscription Total % Margin 1 Operating Expense Pro Forma Adj. EBITDA % Margin YOY Growth $231 $35 $266 34 $299 $78 $35 ($18) $94 ($17) $78 26.0% $32 $46 15.4% ($5) $41 2019 89.2% $370 $38 $407 53 $460 54% $109 $38 ($15) $132 ($12) $119 26.0% $51 $68 14.8% 48% ($6) 2020 $438 $38 $476 88 $564 23% $110 $38 ($14) $135 ($2) $133 23.6% $70 $63 11.1% (8%) ($6) $56 $637 $35 $672 134 $805 43% 90.0% $144 $35 ($12) $167 $36 $203 25.3% $92 $111 13.8% 77% ($7) Sept20 YTD $104 93.8% +$23 $312 $28 $340 64 $404 (100%) $79 $28 ($11) $96 ($5) $91 22.4% $50 $40 10.0% (72%) ($6) $35 ($ in millions) Less: Capitalized Expenditures Pro Forma Adj. EBITDA Less CapEx $62 PF Adj. EBITDA Less CapEx/PF Adj. EBITDA Memo: Change in Deferred Revenue 91.7% +$13 +$9 +$18 +$12 +$11 S1 Note: Pro Forma Adj. EBITDA includes pro forma consolidation of pre-acquisition results in historical periods. See Appendix for a reconciliation of non-GAAP metrics to comparable GAAP metrics. Change in Deferred Revenue is an operating metric used by management in conjunction with billings to provide insight into the performance and cash flow of the business. Figures in table may not foot due to rounding. 1. Operating Expense excludes Depreciation & Amortization, Stock-based Compensation, and Non-recurring Expenses. 86.2% Sept21 YTD $463 $26 $489 105 $594 47% $106 $26 ($9) $123 $33 $156 26.2% $66 $90 15.2% 123% ($5) $85 94.4% 40#41Investment Highlights S1 ✓ A fast growing and profitable business RAMP platform provides a strong and sustainable competitive advantage A highly diversified business across its marketing and monetization capabilities Proven M&A capabilities Strong, industry-experienced and founder-led management team 41#42Appendix S1 42#43Net Income to Pro Forma Adj. EBITDA S1 Consolidated Net Income / (Loss) Plus: Tax Plus: Interest Plus: D&A Plus: Other Expense Plus: Stock-Based Comp and Distributions Plus: Impact of Terminated Product Lines Plus: Other costs, incl. Restructuring Charges Adj. EBITDA Plus: Acq. Related Adjustments Pro-Forma Adj. EBITDA 2018 ($18) 21 5 O 14 (5) 12 $28 18 $46 2019 $4 1 26 11 1 12 1 5 $60 8 $68 2020 $3 2 25 14 O 9 (1) 10 $63 O $63 Sept20 YTD ($3) O 19 11 O (1) $40 O $40 Sept21 YTD ($ in millions) $45 2 12 10 O 6 O 14 $90 $90 Note: The Company is not able to reasonably reconcile forecasted Pro Forma Adjusted EBITDA to its nearest GAAP metric due to uncertainties regarding purchase accounting, stock-based compensation and taxes. Figures may not foot due to rounding. 43#44Impact of Acquisitions on Revenue and Gross Profit Revenue Pre-Acquisition and Acquisition- Related Adjustments' Gross Profit Pre-Acquisition and Acquisition- Related Adjustments¹ S1 Q1 19 $8.2 $5.1 Q2 19 $5.4 $3.7 Q3 19 $4.8 $3.6 Q4 19 $0.5 $0.5 Q1 20 $0.7 $0.7 Q2 20 $0.3 $0.3 Q3 20 $0.2 $0.2 Q4 20 $0.6 $0.4 1. Includes pre-acquisition results as well as adjustments to exclude the impact of purchase accounting and certain Non-GAAP reclassifications. 2018 $47.4 $27.8 2019 $18.9 $12.9 ($ in millions) 2020 $1.8 $1.6 44

Download to PowerPoint

Download presentation as an editable powerpoint.

Related

ILPT Q2 2023 Financial Results image

ILPT Q2 2023 Financial Results

Industrials

Investor Presentation September 2023 image

Investor Presentation September 2023

Real Estate

Strategic Expansion in the Resilient Data Centre Segment image

Strategic Expansion in the Resilient Data Centre Segment

Real Estate

Economic Impact of NOS4A2 in Rhode Island image

Economic Impact of NOS4A2 in Rhode Island

Television & Film Industry

Strategic Entry into Japan's Data Centre Market image

Strategic Entry into Japan's Data Centre Market

Industrials

GIDC Gujarat Industrial Development image

GIDC Gujarat Industrial Development

Industrials

WF Hebei Wenfeng Industrial Co. Corporate Presentation image

WF Hebei Wenfeng Industrial Co. Corporate Presentation

Financial

Dadra & Nagar Haveli Industrial Policy Pitch image

Dadra & Nagar Haveli Industrial Policy Pitch

Financial