Thank you for standing by, and welcome to the Third Quarter, 2024 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 our 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 make 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 the fiscal year 2023 filed on March 15 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. Historical performance and future estimates provided during this call exclude results from total security. 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.

Thanks, Kyle. Good afternoon everyone and thanks for joining us on our Q3, 2024 System1 earnings call. Despite a mixed quarter with respect to the overall advertising marketplace, we delivered a strong quarter with many positives, including exceeding the high end of guidance on EBITDA. System1 delivered almost $89 million of revenue and $38 million of gross profit. Adjusted EBITDA came in at $10.3 million. These results were driven by the continuation of the trends we discussed last quarter. Our owned and operated products continue to perform well, with revenue up 16% sequentially from the second quarter. As a reminder, our owned and operated products are our businesses, which have organic users and they are not heavily reliant on System1 spending marketing dollars for their growth. Our largest owned and operated products are Startpage, our private search engine MapQuest, our mapping solution that competes with Google and Apple Maps and CouponFollow, our promo code website that enables consumers to get great deals while they shop. Now in contrast to the growth in these products, our marketing-driven business lines continue to see the effects of significant choppiness, with our largest advertising partner, which is Google. Now while Google's overall advertising business is doing fine, the specific area of Google we partnered with which is called their search partner network has underperformed the rest of the Google business. Because we are closely tied to the search partner network, choppiness within this business line at Google, has translated into underperformance on our marketing-driven businesses. That said, and I'll go into this later, we are optimistic that our businesses tied to Google will return to growth in 2025. On the technology side, we continue to see returns from our continued investment in our RAMP platform as we integrate AI deeply into RAMP. We were…

Thanks, Michael. Overall, we are very pleased with our third quarter financial results where we came in at or above the high end of our guidance for all of our key financial metrics with the highlight being our $10.3 million of adjusted EBITDA representing year-over-year growth of 28% and quarter-over-quarter growth of 4%. Now on to our operating results. Q3 revenue was $88.8 million representing a 1% year-over-year increase and a sequential decline of 6%. Revenue was $800,000 above the high end of our Q3 revenue guidance range that we provided in August. Owned and operated advertising revenue was $70.8 million up 7% year-over-year, but down 9% sequentially. Our owned and operated results were primarily driven by our products businesses, which generated $20.7 million of revenue up 31% year-over-year and 16% sequentially. Network revenue was $18 million down 17% year-over-year, but up 5% sequentially. Adjusted gross profit was $37.7 million up 1% year-over-year and down 3% sequentially. Adjusted gross profit was above the midpoint of guidance by $700,000. Revenue less advertising spend for our owned and operated advertising segment declined 4% sequentially to $26.4 million. Specifically for our owned and operated product businesses, revenue less advertising spend was $20 million up 35% year-over-year and 16% sequentially. Network revenue less agency fees was $13.1 million down 3% from Q2 and down 15% sequentially. Owned and operated cost per session and revenue per session were both down sequentially to $0.02 and $0.03, respectively. On the network advertising business RPS was $0.01 per session. Most importantly, total sessions processed by RAMP in the most recent quarter was $4.4 billion up 142% year-over-year and 8% sequentially. In general, this quarter made it apparent how the diversity of our business lines are a real asset to the overall business as the organic nature of our…

Thank you, Tridi. We're now going to open the line for some questions. On the line is Tom Forte from Maxim Group. Tom, go ahead with your question.

Great. Thanks. So Michael, you did an amazing job explaining a lot of the things that are going on. So let's start with MapQuest. What have you done that's enabled you to essentially resurrect the brand? And what gives you confidence that you can continue to grow it on a go-forward basis?

Yes. Thanks, Tom, and thanks for joining. So on MapQuest, when we took it over, God, it must have been more than four or five years ago from Verizon, it was really a brand in decline. Verizon wasn't investing in it. It wasn't adding features to it. It wasn't making the mapping better. All the kind of nuts and bolts, blocking and tackling you need to keep the consumer brand going. When we took it over, we essentially took over the technology. It took us a couple of years to move it on to our technology stack and then really basically just started adding features to it that we thought customers would like. We added a lot more what are called points of interest so a lot more descriptions about places people are trying to travel to, and we switched technology providers over to here. We've got a lot of other data sources that we've been adding to it. We've been improving the mobile apps that people use. It's really all the things that will bring customers on board. And a lot of that has resulted in more direct users coming, but also more people finding us through search engines as well. So people are going and typing in addresses and MapQuest is showing up, because it's such a well-known brand and such a good experience. Going forward, Tom, we just launched a new private mapping app. So you can now -- like unlike using things like Google Maps and Apple Maps that gather a lot of your data, you can now drive to the places you want in privacy and no one will know where you're going. But things like that when we're going to start rolling out subscription products related to MapQuest and it's all paying off. This quarter, we've had a few weeks ago, our highest traffic day ever since we acquired the brand from Verizon. So, I guess just to summarize, we're just doing what we always do when we buy companies, which is to make the products better.

Then my next question is on the industry itself, you did a wonderful job explaining what's going on with kind of a specific Google product. But does it help you essentially that the digital advertising market, there should be a lot less emphasis now that the election is behind us and that sort of thing? So I know that you're withholding guidance due to a lack of visibility in the ad market. But is it beneficial to you that advertisers essentially focus more on goods and services and less on candidates?

Yes. So, specifically where the election being over should help us is on the buy side. So when we're buying ads on places like Facebook, we're competing with every advertiser out there. And the more election-focused advertising spend that comes on board, it's just more advertising competition. When that pulls back, it will kind of look like a more normal marketplace. And so, we would expect to pay a little bit lower pricing. We haven't seen it. I haven't looked at the data in the last day or so. So I can't tell you for sure, but I would suspect that we'll see pricing kind of normalize a little bit from the burst over the last four to six weeks. The specific reason why we're withholding guidance is not really volatility in the overall advertising market. But specifically, the next six to seven weeks are really where you would expect to see a couple of things happen. The buy side will go up. So our cost on buying traffic should go up, because people -- there's a burst of advertising activity related to the holiday season. And then on the sell side, so we're pretty confident we'll see some increased costs on the buy side. Typically, what would happen is we'll offset that with increased better pricing on the sell side when we're selling to Google. Because the Google search partner network has been pretty volatile as I outlined in my remarks, we're not -- we don't have 100% confidence that we'll see that increase that we would expect. So far everything looks okay, but because the next six weeks are so important, we thought it would be more prudent to kind of not promise any numbers until we had a pretty good idea where they were going to be.

All right. So then last one for me and then I'm going to hand it off to Dan. So RAMP is an amazing technology. You were early in leveraging artificial intelligence. I was curious if you made any adjustments to RAMP that make it more effective today than maybe it was last quarter or last year.

So, the pace of product improvements we're making to RAMP is pretty remarkable. I know that a lot of companies have been talking about AI. It's really been the buzzword for the past year 1.5 years. As I mentioned, the early -- some of the early use cases for AI that have been really, really effective have been in the advertising space. So, we talk a lot about being able to create better content using AI which we have been able to do. We're using it to create our content with editors looking over the results and making sure that what we're publishing is truthful and authentic. But then on the advertising creative side, the ability to produce entertaining engaging ads that people will click on has gone up dramatically by at least an order of magnitude on our side in terms of ease of producing those and I think it's going to end up being a couple of orders of magnitude. So yes, to answer your question since last quarter, yes, we've been making continual improvements in the platform. And I expect every quarter over the next year or 2, we're going to see dramatic improvement. So, our platform is much better, much more automated, much more scalable. You're not yet seeing in our numbers primarily because of the reasons I outlined in the earlier remarks.

Great. Thanks, Michael, thanks, Tridivesh. Good luck in the fourth quarter.

The next question is from Dan Kurnos from The Benchmark Company. Dan, go ahead with your question.

I hope you guys can hear me. Obviously crazy night tonight. So I'm going to try Michael to ask my best here and hopefully not go over something you've already said. But a couple of things I wanted to actually follow up on one of Tom's questions. Just given the change in administration a, I'm curious if you have an opinion on -- I know there haven't been remedies yet in the ad tech trial, but I'm curious what you think that might mean for kind of Google and the ecosystem. And then secondarily, I think there's a view that there might be -- I don't know let's call it a reinvigorated lower end of the consumer given the recent change in administration as well. And so, what that might mean either for ad spend and/or for kind of couponing as we head into the holiday period?

So, okay a few questions in there Dan. First of all, thanks for joining. Appreciate it. Always good to talk with you. So, I can't really speak to what would happen -- what's going to happen on consumer spending. It's kind of hard to tell. I don't really know. I don't think anybody knows what will happen with the potential change in administration. I've seen a lot of speculation what could happen to interest rates going up or down. But I don't want to speculate anything there. Specifically, as related to kind of a lot of the ongoing antitrust trials that -- the change in administration could have a pretty big effect on that. I'm not an expert in this area. But my understanding is that a lot of the groups which are broad the antitrust trials against Google and some of the other large technology companies, potentially you're going to see a less focus on antitrust. I know there's been some speculation on that as well. As far as it relates to Google specifically, again, I don't really know what's going on behind the scenes. I don't think anybody does. I guess my understanding was that the new administration has been a little bit antagonistic to Google. So you might expect that Google won't get a lot of relief there. But on the flip side, for all I know there could be plans to even drop cases against Google. So I think until that becomes a little bit more clear it's a little tough to speculate. I would say that with the change in administration it does seem pretty -- it doesn't seem like a bad thing for Google on the antitrust front on the trial side. The one area that you and I have talked about which I'm wildly curious to see what happens is I believe the TikTok ban is coming up here in like two three months. And my understanding is that at least within the new administration there's some conflicting views on whether that should take effect. Now, if I recall correctly, that was a law that's passed. So I don't actually know if the law can be ignored. But I'll be wildly curious to see what happens really to TikTok because that would have a pretty dramatic effect on the -- not really on our business. We don't do a ton of business with TikTok domestically. But on the overall advertising marketplace, if TikTok either stays in or goes out, you're going to see some pretty dramatic changes.

Yeah. I mean I just -- like -- I know it seems kind of higher level, but I just bring it up because you guys tend to thrive in sort of disrupted marketplaces. And so to the extent like if we get into December and all of a sudden there's just a vacuum because we're post political and nobody has any idea how much to spend or what to spend it on or if we end up having kind of changes to the ecosystem, I'm just -- how ready are you guys to capitalize on that kind of stuff? Do you anticipate disruption? And frankly, Michael, I mean you gave me a good segue to the question, I always ask you every call which is, it's true you don't do TikTok domestically, but you do it very well internationally. And we continue to hear kind of a recovery abroad. And so just curious what you're seeing there and how that's impacting the business.

Yeah. So to your first question, absolutely, when there's disruption in markets that's where we thrive. And so we would welcome disruption. We'd welcome advertiser pullback -- advertising spend pullback from -- the rest of the advertisers will for sure step in and take advantage of that if it happens. On the TikTok side, no we're seeing continued strength internationally working with them been impressed with the team that we work with there. We're big enough advertisers at this point where we have large team from TikTok working with us and we'll do all-day meetings with them. They've been quite responsive on the product side to -- in some cases we need some bespoke technology built for us and they've been great at doing that. So we're seeing continued strength there and I don't expect that to change internationally via TikTok.

Yeah. And Dan, this is Tridi again. Nice to talk to you. International remains a bright spot for us as well. So Michael mentioned in his remarks, 35% of owned and operated revenue in Q3 versus 23% or 24% last year. So again, to your point an area of real growth for us albeit at a kind of lower RPSs just given rates internationally versus domestic.

Yeah. And I think Dan you mentioned promo codes and couponing. Yeah, we would expect that as do we see every year, holiday season is going to be a strong one for CouponFollow. We for sure see a burst of activity that pretty closely mirrors shopping trends domestically where our strength on CouponFollow is domestic.

Yeah. We're hearing about a pull forward and a shift to e-com this year. So I think that would probably benefit you guys. I guess we'll see how that plays out. I guess I'll probably leave it there. I would love to ask you guys about new product launches and what they're going to contribute to the P&L. But since we don't have Q4 guide, I don't think I'll get much of an answer at this point. So I appreciate it. Thanks for all the color guys and good luck and good job on Q3.

Thanks for joining. Appreciate it. Always good to talk with you.

We are now going to turn it back to Michael Blend for closing remarks.

Okay. Thanks, Kyle. Thanks everybody for joining. Happy that we had a quarter in which we could fulfill our guidance for all of the investors out there. Thanks for following us and we look forward to speaking with you next quarter. Thanks again.