Slide 1: Investor Presentation June 2021
Investor Presentation June 2021
Slide 2: Disclaimer
Disclaimer 2 Disclaimer This presentation does not constitute a prospectus and should under no circumstances be understood as an offer to sell or the so licitation of an offer to buy securities, nor will there be any sale of securities in any state or jurisdiction in which such of fer, solicitation
Slide 3: Disclaimer (Continued)
Disclaimer (Continued) 3 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 t he foregoing. The historical results of these investments are not indicative of future performance of Trebia (including after
Slide 4: Presenters
Presenters 4 Bill Foley Trebia Frank R. Martire Jr Trebia Michael Blend CEO & Co - Founder Tridivesh Kidambi Chief Financial Officer
Slide 5: Transaction Overview
Transaction Overview ● Transaction represents $1.4 billion Enterprise Value, or 11.9x and 9.1x 2021E and 2022E EV/Pro - Forma Billings Adjusted EBITDA, respectively ● Transaction is attractively priced relative to comparable companies trading multiples and operating metrics ● Use of Proceeds include
Slide 6: System1 investment highlights
Large TAM System1 operates in a very large and growing market • U.S. digital advertising was a $150B market in 2021, growing to $278B in 2024 • Serving advertisers across every industry vertical for mass relevancy Differentiated Solution System1’s RAMP platform drives a long term sustainable advanta
Slide 7: Leverage Trebia Value Creation Playbook
Leverage Trebia Value Creation Playbook 7 Trebia Co - Founders have consistently scaled public businesses, executed M&A, increased margins and drove multiple expansion and public investor returns Frank R. Martire Jr Co - Founder William P. Foley II Co - Founder Industry Served Mortgage Real Estate H
Slide 8: Partnership Will Accelerate Business Opportunities and Drive Multiple Expansion
Partnership Will Accelerate Business Opportunities and Drive Multiple Expansion 8 Leading omni - channel customer acquisition and monetization engine Profitable & Proven Growth Story Following Established Value Creation Playbook Compelling Entry Valuation with Attractive Transaction Structure Signif
Slide 9: Company Overview
Company Overview 9
Slide 10: Leading omnichannel customer acquisition platform
10 is a leading omnichannel customer acquisition platform , delivering high - intent customers to advertisers and to our own subscription products
Slide 11: System1 at a Glance
System1 at a Glance ● Operates 40+ digital properties & subscription products ● Proprietary Responsive Acquisition Marketing Platform (RAMP) drives sustainable competitive advantage ● Proprietary 1 st party data positions System1 for future of online consumer privacy ● Operating at scale and profita
Slide 12: Consistent Growth & Profitability
Consistent Growth & Profitability… 12 $305 $450 $580 $763 $906 2018 2019 2020 2021E 2022E $52 $79 $80 $120 $158 2018 2019 2020 2021E 2022E Note : Pro Forma Billings Adj. Revenue and Pro Forma Billings Adj. EBITDA are both billings based metrics with respect to subscrip tio n revenue . Historical per
Slide 13: A Highly Diversified & Resilient Business
…and a Highly Diversified & Resilient Business 13 Vertical Agnostic No dependency on any specific advertiser or vertical Omnichannel Acquiring customers across all major networks Revenue by Acquisition Channel 1 Billings Adj. Revenue by Vertical Note: Metrics are for the twelve months ended March 20
Slide 14: Our Business Lines
Our Business Lines 14 Owned & Operated Properties Network Partners Owned & Operated Digital Products +25 more Advertising Subscription Revenue Generated Through Digital Advertising Revenue Generated Through Digital Subscriptions 2021E Pro Forma Billings Adj. Gross Profit: $120M $41M $47M
Slide 15: Our Key Pillars For Driving Revenue and Delivering High-intent Customers
Our 3 Key Pillars For Driving Revenue and Delivering High - intent Customers to Advertisers 15 ~$500M Spent Annually On Digital Advertising ~1.3B Visitors 800M+ Clicks to Advertisers AI - powered Marketing Unlocks Customer Intent… Deliver & Monetize High - intent Customers to Advertisers / Subscript
Slide 16: We Find Customers on All Major Advertising Platforms
16 Social Display SEM Native We Find Customers on All Major Advertising Platforms… #1 System1 Utilizes AI powered marketing to acquire users across 60 advertising verticals; System1 bids on 37,000 individual campaigns, with ~15M daily campaign optimizations and reaches 120M + customers each month No
Slide 17: Leverage Our Websites to Further Qualify Customers' Purchase Intent
Leverage Our Websites to Further Qualify Customers’ Purchase Intent… 17 #2 Other System1 Owned & Operated Properties 25+ more 120M + Monthly Visitors 1 500M+ Monthly Distinct Search Queries 1 40+ Internet Properties ~27M Monthly Users 1 ~35M Monthly Users 1 ~10M Monthly Users 1 Our Websites are Desi
Slide 18: Monetizing Consumer Traffic
18 Monetizing Consumer Traffic Advertising System1 Digital Subscriptions Deliver and Monetize High - intent Customers to Advertisers / Subscription #3
Slide 19: RAMP Technology Enables Our Business Success
RAMP Technology Enables Our Business Success 19 Content & Ad Engine UI A/B Engine A/B Programmatic Buying Platform Monetization Decisioning Real Time Revenue Attribution AI - powered Marketing Unlocks Customer Intent… Deliver and Monetize High - intent Customers to Advertisers / Subscription Leverag
Slide 20: Recent Privacy Shifts in Digital Marketing Emphasize First-party Data
Recent Privacy Shifts in Digital Marketing Emphasize First - party Data… 20 First - party relationships are vital in a privacy - first world. Protecting privacy means an end to … third - party cookies - David Temkin , Director of Product Management, Ads Privacy and Trust One of the largest independe
Slide 21: Our Responsive Acquisition Marketing Platform (RAMP)
Our Responsive Acquisition Marketing Platform (RAMP) is the Underlying Technology Driving O ur S uccess 21
Slide 22: Our Technology Moat Widens As Our Business Grows
Our Technology Moat Widens As Our Business Grows 22 Highly Efficient Customer Acquisition Better Conversion More Customer Traffic Data - Driven Optimization Higher Monetization and Profits Closed - Loop Attribution Plug N’ Play M&A Omnichannel Vertical Agnostic End to End Tech Stack Privacy Complian
Slide 23: System1's Differentiated Positioning in the Customer Acquisition Landscape
System1’s Differentiated Positioning in the Customer Acquisition Landscape 23 Single Vertical Multi - Vertical Single Monetization Advertising + Subscription Sub - scale companies
Slide 24: Growth Strategy
Growth Strategy 24
Slide 25: Advertising: Multiple Drivers of Growth
Optimizations to drive acquisition & monetization efficiencies Advertising: Multiple Drivers of Growth 25 Delivering Customers to 100+ Advertisers Directly Expand our Direct - to - Advertiser business Grow & expand our international business 15M daily campaign & keyword optimizations 275M+ advertisi
Slide 26: Subscription: Land and Expand with Existing and New Products
High Subscriber Retention Drives Net Revenue Growth Launch New Products Subscription: Land and Expand with Existing and New Products 26 Continue to Acquire More Subscribers Increase ARPU 1 861 1,902 2018 2020 $29 + $79 + 2018 2020 1. Based on 2018 customer cohort; ARPU is calculated as billings adj.
Slide 27: Strategic M&A Can Drive Upside to Our Projections
Strategic M&A Can Drive Upside to Our Projections RAMP is Built to Facilitate Plug & Play M&A Target Rich Environment Focus on Proprietary Deals & Growth Synergies 27
Slide 28: We Have a Successful & Growing M&A Track Record
$9.71 $27.40 9/19/19 Q1'21 Acquisition Develop and augment new user acquisition channels Build strong brands in focus markets or verticals Diversify monetization capabilities O&O Product Extension Accelerate international growth Site RPM Growth Under System1 • Strong consumer brand and travel - rela
Slide 29: High Priority M&A Opportunities
High Priority M&A Opportunities 29 RAMP bolt - on technology Accelerate existing business lines Enter adjacent markets CURRENT FOCUS AREAS
Slide 30: Founder-Led Team With an Exceptionally Deep Bench
300+ Employees 50% Of employees in engineering, product , & data science Michael Blend CEO & Co - Founder Tridivesh Kidambi CFO Paul Filsinger President Brian Coppola Chief Product Officer Beth Sestanovich Chief People Officer Jen Robinson Chief Technology Officer 52% 52% Pro - forma founder ownersh
Slide 31: Financial Performance
Financial Performance 31
Slide 32: Financial Highlights
A Rule of 40 Business Strong Revenue Growth and Profitability 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 Es
Slide 33: Strong Growth Trajectory & Track Record of Profitability
$52 $79 $80 $120 $158 17% 18% 14% 16% 17% 2018 2019 2020 2021E 2022E $33 $37 $36 $41 $46 $80 $102 $100 $120 $155 ($9) ($1) $16 $47 $59 $104 $139 $152 $208 $260 2018 2019 2020 2021E 2022E $35 $38 $38 $42 $47 $228 $348 $434 $566 $676 $42 $64 $108 $155 $183 $305 $450 $580 $763 $906 2018 2019 2020 2021E
Slide 34: Resilience through COVID19
Resilience through COVID19 $31 $32 $35 $41 $37 $27 $39 $49 $47 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 2019 2020 A Highly Diversified Business Model 34 RAMP identifies & scales marketing across the most efficient channels Pro Forma Billings Adj. Gross Profit 2 Diversified Across Verticals and Acquisition Channel
Slide 35: Highly Predictable Recurring Revenue Model
$0 $30 $60 $90 $120 $150 2017 2018 2019 2020 2021E 2016 Cohort 2017 Cohort 2018 Cohort 2019 Cohort 2020 Cohort 2021E Cohort ($9) ($1) $16 $47 2018 2019 2020 2021E 0.9 1.2 1.9 2.7 2018 2019 2020 2021E Highly Predictable Recurring Revenue Model Acquisition of Protected Drives Our Subscription Business
Slide 36: Historical and Projected Financial Detail
Historical and Projected Financial Detail 36 2018 2019 2020 2021E 2022E Pro Forma Billings Adj. Revenue Owned & Operated Properties $228 $348 $434 $566 $676 Network Partners 35 38 38 42 47 Advertising Total $263 $386 $472 $608 $723 Subscription 42 64 108 155 183 Total $305 $450 $580 $763 $906 YoY Gr
Slide 37: Investment Highlights
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 x x x x x Strong, industry - experienced and founder - led management team Investment
Slide 38: Transaction Overview
Transaction Overview 38
Slide 39: Transaction Overview
S1 / Protected Management 52% SPAC Investors 40% Founder Shares 8% Transaction Overview 39 Sources Amount % SPAC Cash $518 34% S1 / Protected Equity Rollover 668 43% Term Loan Debt 2 325 21% Cash on Balance Sheet 28 2% Total Sources $1,538 100% Uses Amount % Cash to Court Square $250 16% Cash to S1
Slide 40: System1's Public Comparables
Leading User Acquisition & Monetization Businesses Defining System1’s Public Comparables 40
Slide 41: Peer Trading Analysis – Operational Benchmarking
Peer Trading Analysis – Operational Benchmarking 41 2020 - 2021 Revenue Growth 31.7% 26.8% 24.3% 22.0% 20.2% 17.4% 14.0% 11.9% Median: 20.2% ( 1) Source: FactSet (as of 6/18/21 ) Note: System1 metrics are based on Pro Forma Billings Adj. Revenue & Pro Forma Billings Adj. EBITDA; Metrics for comparab
Slide 42: Peer Trading Analysis – Valuation Benchmarking
TEV / 2021 EBITDA TEV / 2022 EBITDA Peer Trading Analysis – Valuation Benchmarking 42 11.9x 42.6x 34.5x 24.9x 23.5x 16.5x 15.7x 11.1x Median: 23.5x 9.1x 30.4x 24.2x 21.7x 15.9x 14.0x 13.2x 10.4x Median: 15.9x Source: FactSet (as of 6/18/21 ) Note: System1 metrics are based on Pro Forma Billings Adj.
Slide 43: Regression: TEV / EBITDA vs. Revenue Growth
5.0x 10.0x 15.0x 20.0x 25.0x 30.0x 35.0x 5.0% 10.0% 15.0% 20.0% 25.0% 30.0% Regression: TEV / EBITDA vs. Revenue Growth 43 2021 - 2022 Revenue Growth TEV / 2022 EBITDA R 2 = 77.6% Source: FactSet (as of 6/18/21 ) Note: System1 metrics are based on Pro Forma Billings Adj. Revenue & Pro Forma Billings
Slide 44: Appendix
Appendix 44
Slide 45: System1 GAAP Historical Statement of Operations
System1 GAAP Historical Statement of Operations 45 Note : 2020 and 2019 figures are from 2020 audit, 2018 figures are from 2019 audit. System1 Holdco's Protected.net investment in 2018 and divestiture in 2020 are presented as discontinued operations in all periods. 2018 figures include Protected.net
Slide 46: Protected GAAP Historical Statement of Operations
Protected GAAP Historical Statement of Operations 46 2019 2020Revenue $53 $91 Cost of revenues (12) (18) Gross Profit $41 $73 Administrative Expenses (61) (91) Other Operating Income 0 2 Interest Payable and Similar Expenses 0 0 (Loss) / Profit Before Taxation (20) (16) Tax on (Loss) / Profit 0 0 (L
Slide 47: Net Income to Pro Forma Billings Adj. EBITDA Reconciliation
1 2 3 4 5 Non - cash adjustments related to foreign exchange and asset disposals 1 Comprised of distributions to equity holders and non - cash stock based compensation 2 Business lines discontinued in 2020 3 GAAP to billings adjustment for subscription business 4 Includes acquisition related fees an
Slide 48: Revenue and Gross Profit Reconciliation
1 2 3 Pre - acquisition revenue and gross profit for acquired businesses Business lines discontinued in 2020 1 2 3 GAAP to billings adjustment for subscription business 2018 2019 2020 Q1 19 Q2 19 Q3 19 Q4 19 Q1 20 Q2 20 Q3 20 Q4 20 GAAP Revenue $269 $407 $476 $86 $96 $97 $128 $123 $100 $117 $136 Dis
Slide 49: Peer Public Market Data
Peer Public Market Data ( 3) 49 ($ in millions) Share Market Enterprise TEV / Rev TEV / EBITDA Revenue Growth EBITDA Growth s Price Cap ($mm) (1) Val ($mm) (2) CY21E CY22E CY21E CY22E CY21E CY22E CY21E CY22E CY21E CY22E NA NA $1,435 1.9x 1.6x 11.9x 9.1x 31.7% 18.6% 50.4% 30.9% 15.8% 17.4% User Monet
Slide 50: Summary Risk Factors
Summary Risk Factors 50 The list below is a summary of risks that apply to our business and industry, but does not intend to cover all the risks that ma y apply to our business or operations or the industries in which we operate. Our business, financial condition or results of ope rations could be m
Slide 51: Summary Risk Factors (Continued)
Summary Risk Factors (Continued) 51 • Our ongoing business and future prospects would be harmed if there are significant or sudden changes to technologies currently in teg rated into our RAMP platform, which drives a significant portion of our business, including new versions or upgrades of mobil e
Slide 52: Summary Risk Factors (Continued)
Summary Risk Factors (Continued) 52 • We are, and may in the future become, subject to a variety of international, federal, state and local laws and regulations, a s w ell as evolving industry standards and practices, including those affecting consumer privacy and data protection, advertising re gul