| ORGANIZATION AND DESCRIPTION OF BUSINESS | ORGANIZATION AND DESCRIPTION OF BUSINESS System1, Inc. and subsidiaries (“System1”, or the “Company”, f/k/a Trebia Acquisition Corp.) operates an omnichannel customer acquisition platform, delivering high-intent customers to advertisers and sells antivirus software packages to end user customers. The Company provides its omnichannel customer acquisition platform services through its proprietary responsive acquisition marketing platform, or RAMP. Operating seamlessly across major advertising networks and advertising category verticals to acquire users on its behalf, RAMP allows the Company to monetize such users through its relationships with third party advertisers and advertising networks, which the Company refers to as its Advertising Partners. RAMP also allows third party advertising platforms and publishers, which the Company refers to as its Network Partners, to send user traffic to, and monetize user traffic on, the Company’s owned and operated websites. RAMP operates across the Company’s network of owned and operated websites and related products, allowing the Company to monetize user traffic that the Company sources from various acquisition marketing channels, including Google, Facebook, Taboola, Snapchat and TikTok. The Company, through Protected.net, also provides antivirus software solutions to its customers, offering its customers a single packaged solution that provides protection and reporting to the end user. The Company delivers its antivirus software solutions directly to end-user customers across the world. The antivirus software solutions product offering comprises a core security package with varying levels of extra protection based on a customer's specific needs. The Company’s primary operations are in the United States; however, the Company also has operations in Canada, the United Kingdom, and the Netherlands. Operations outside the United States are subject to risks inherent in operating under different legal systems and various political and economic environments. Among these risks are changes in existing tax laws, possible limitations on foreign investment and income repatriation, government foreign exchange controls, and exposure to currency exchange fluctuations. The Company does not engage in hedging activities to mitigate its exposure to fluctuations in foreign currency exchange rates. For the purposes of the condensed consolidated financial statements, periods on or before January 26, 2022 reflect the financial position, results of operations and cash flows of S1 Holdco and its consolidated subsidiaries prior to the Merger transaction (as defined in Note 3), referred to herein as the “Predecessor,” and periods beginning on or after January 27, 2022 reflect the financial position, results of operations and cash flows of the Company and its consolidated subsidiaries as a result of the Merger transaction, referred to herein as the “Successor”. Revenue attributable to the United States represents 98%, 81% and 98% of total revenue for the period January 1, 2022 through January 26, 2022 (Predecessor), the period from January 27, 2022 through March 31, 2022 (Successor) and the three months ended March 31 2021 (Predecessor), respectively, and long-lived assets attributable to the United States and Canada represent 84% and 11% of total long-lived assets as of March 31, 2022 (Successor) , respectively, and 99% and 1% of total long-lived assets as of December 31, 2021 (Predecessor) , respectively. Going Concern As of June 1, 2023, the Company had not delivered audited financial statements for the fiscal year ended December 31, 2022 to Bank of America as required by the covenants of the Term Loan (refer to Note 12 – DEBT ). The failure to timely deliver the audited financial statements is an event of default under the Term Loan and provides Bank of America the ability to immediately call the outstanding principal balances of the Term Loan and Revolving Facility of $430,000, as of the date of this filing, at the request of, or with the consent of, the required majority of lenders until such time that the audited financial statements are delivered to Bank of America. The Company does not have sufficient liquidity to settle the outstanding principal balances should they be called, nor has the Company identified sufficient alternative sources of capital. As a result, this matter raises substantial doubt about the Company’s ability to continue as a going concern. Upon delivery of the audited financial statements by the Company, the event of default will be remediated and, once remediated, Bank of America will no longer have the ability to call the outstanding principal balances on the Term Loan and Revolving Facility. Separate from the default under the Term Loan and Revolving Facility , in the third and fourth quarters of 2022, the Company experienced declining cash flows and financial performance as a result of deteriorating macroeconomic conditions, resulting in reductions in both advertiser and overall consumer demand for our marketing services. As of December 31, 2022, the Company had cash on hand of $24,606. The declining cash flows and financial performance also raised substantial doubt regarding the Company's ability to continue as a going concern for a period of one year following the date that the consolidated financial statements are issued. In response to the declining cash flows, the Company implemented a plan to raise additional financing. On April 10, 2023, the Company entered into an incremental revolver note (“2023 Revolving Note”) with related parties for $20,000 (refer to Note 12—DEBT for additional information regarding the 2023 Revolving Note). As of the date of this filing, the available balance under the 2023 Revolving Note was $15,000. The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. Accordingly, the consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business. Restatement of Previously Issued Financial Statements The Company identified errors impacting the previously issued unaudited condensed consolidated financial statements for the periods indicated below. The Company analyzed the errors using Staff Accounting Bulletin (“SAB”) No. 99, Materiality and SAB No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements , and determined the errors were material to the previously issued unaudited condensed consolidated financial statements. Accordingly, in accordance with Accounting Standards Codification (“ASC”) Topic 250, Accounting Changes and Error Corrections , the Company has restated herein the unaudited condensed consolidated statements of operations, of comprehensive income (loss), of changes in members’ deficit and of cash flows for the predecessor period from January 1, 2022 to January 26, 2022, the Successor condensed consolidated balance sheet as of March 31, 2022 and the condensed consolidated statements of operations, of comprehensive income (loss), of changes in stockholders' equity and of cash flows for the Successor period from January 27, 2022 to March 31, 2022 and related footnote disclosures that were impacted by the errors. A description of the errors is as follows: I. Merger and business combination errors, and other errors impacting the successor period opening statement of stockholders’ equity: a. Valuation related errors - The Company identified the following valuation errors related to the Merger with S1 Holdco, LLC (“S1 Holdco”) and System1 SS Protected Holdings. Inc. (“Protected”) ("the Merger") which occurred on January 27, 2022 ("the Merger date") and the NextGen Shopping, Inc. d/b/a CouponFollow (“CouponFollow”) acquisition which occurred on March 4, 2022: i. Errors in the valuation of acquired developed technology from S1 Holdco in the Merger due to incorrectly recording capitalized internal-use software costs that were already included in the valuation of the RAMP developed technology which overstated Internal-use software development costs by $11,312 and understated Goodwill by $11,312 as of the Merger date. As a result of this error, capitalized Internal-use software development costs, net, was overstated by $10,470 and Goodwill was understated by $11,312 as of March 31, 2022 and Depreciation and amortization expense was overstated by $842 for the Successor period from January 27, 2022 through March 31, 2022; ii. Errors in the valuation of intangible assets of S1 Holdco in the Merger due to the use of incorrect forecasts and assumptions that were not updated to reflect the facts and circumstances as of the date of the Merger, which understated Intangible assets by $9,400 and overstated Goodwill by $9,400 as of the Merger date. The impact to the intangible assets as of the Merger date was as follows: trademarks were understated by $10,900 and customer relationship and developed technology intangible assets were overstated by $500 and $1,000, respectively. As a result of these errors, Intangible assets, net, was understated by $9,271 and Goodwill was overstated by $9,400 as of March 31, 2022 and Depreciation and amortization expense was understated by $129 for the Successor period from January 27, 2022 through March 31, 2022; iii. Errors in the valuation of intangible assets of Protected in the Merger due to the use of incorrect forecasts and assumptions that were not updated to reflect facts and circumstances as of the date of the Merger, which overstated intangible assets by $2,800 and understated Goodwill by $2,800 as of the Merger date. The impact to the intangible assets as of the Merger date was as follows: trademarks were overstated by $7,700 and customer relationships were understated by $4,900. As a result of these errors, Intangible assets, net, was overstated by $2,668 and Goodwill was understated by $2,800 as of March 31, 2022, and Depreciation and amortization expense was overstated by $132 for the Successor period from January 27, 2022 through March 31, 2022; iv. Errors in the valuation of intangible assets from the CouponFollow acquisition due to the use of incorrect forecasts and assumptions that were not updated to reflect facts and circumstances as of the date of the acquisition, which understated Intangible assets by $11,900, and overstated Goodwill by $11,900 as of the acquisition date. As a result of these errors, Intangible assets, net was understated by $11,811 and Goodwill was overstated by $11,900 as of March 31, 2022 and Depreciation and amortization expense was understated by $89 for the Successor period from January 27, 2022 through March 31, 2022. b. CouponFollow purchase consideration error- The Company identified an error in the determination of elements to be included or excluded from purchase consideration for the CouponFollow acquisition in accordance with the purchase agreement. As a result, the original purchase price determined by the Company was incorrect. The error overstated Goodwill and Accrued expenses and other current liabilities by $3,339 as of the acquisition date and March 31, 2022. c. Stock retirement error – The Company identified an error in the accounting for the repurchase and retirement of common stock that was incorrectly recorded to Additional paid-in capital upon the Merger rather than directly to Accumulated deficit. This error resulted in an understatement of Additional paid-in capital and Accumulated deficit by $31,167 as of January 27, 2022 and March 31, 2022. d. Forward purchase liability error – The Company identified an error in the opening balance sheet as of January 27, 2022 related to the accounting and valuation of a modification to a forward purchase contract classified as a liability with Cannae (as defined in Note 3). As further described in Note 3, on June 28, 2021, and as amended on January 10, 2022, the Trebia Sponsors agreed to forfeit up to 2,600 shares of Trebia Class B common stock in exchange for Cannae providing backstop funding for the Merger. This should have resulted in Trebia recording a forward purchase agreement liability on June 28, 2021, with mark-to-market adjustments to fair value at each future reporting date. The Company estimated the value of this liability immediately preceding the Merger based on the final redemptions and Cannae’s anticipated backstop funding and the impact of reversing the gain recorded upon termination of the original forward agreement with Cannae. This error resulted in an understatement of Accumulated deficit and Additional paid-in capital by $25,336 as of March 31, 2022. e. Tax related opening balance sheet errors - The Company identified tax related errors in the acquired assets and liabilities relating to the Merger and its other business acquisitions due to the valuation errors described in (a) above and a failure to identify and record acquired tax assets and liabilities, as follows: i. The Company identified tax related errors in the acquired assets and liabilities relating to S1 Holdco which resulted in an understatement of Prepaid expenses and other current assets of $2,537, an understatement of Other non-current assets of $27, an understatement of Accrued expenses and other current liabilities of $362, an overstatement of the Deferred tax liability of $5,599, and an overstatement of goodwill of $7,802 as of the Merger date and March 31, 2022; ii. The Company identified tax related errors in the acquired assets and liabilities relating to Protected which resulted in an understatement of Prepaid expenses and other current assets of $2,063, an understatement of Accrued expenses and other current liabilities of $1,744, an overstatement of the Deferred tax liability of $110, and an overstatement of Goodwill of $429 as of the Merger date and March 31, 2022; iii. The Company identified tax related errors in the acquired assets and liabilities relating to the CouponFollow acquisition which resulted in an overstatement of Accrued expenses and other current liabilities by $693, an understatement of the Deferred tax liability by $2,802, and an understatement of Goodwill by $2,109 as of the acquisition date and March 31, 2022. II. Equity related errors: f. Not used g. Stock based compensation - The Company identified errors in its accounting for stock-based compensation arrangements as follows: i. Errors in accounting for Class F Unit ("F units") awards relating to the modification of the awards and the attribution of compensation cost between purchase consideration and post-combination expense due to the incorrect use of graded vesting for expense recognition subsequent to the Merger rather than recognizing expense on a straight-line basis; the determination of the fair value of awards upon the Merger; a spreadsheet formula error; and the accounting for forfeiture of awards subsequent to the Merger. In the Predecessor period there was an understatement of Additional paid-in capital and an overstatement of Stock-based compensation expense of $3,993. As a result of these errors, Goodwill was overstated by $4,115, Accrued expenses and other current liabilities was overstated by $179, Additional paid-in capital was understated by $6,151, and Accumulated other comprehensive income was overstated by $2 as of March 31, 2022. In addition, these errors resulted in an understatement of stock-based compensation included in Salaries, commissions and benefits of $10,085 for the Successor period from January 27, 2022 through March 31, 2022; ii. Errors in accounting for Value Creation Unit ("VCU") awards relating to the modification of the awards and the attribution of compensation cost between purchase consideration and post-combination expense due to the incorrect use of graded vesting for expense recognition subsequent to the Merger rather than recognizing expense on a straight-line basis; the determination of the fair value of awards upon the Merger; and the accounting for forfeitures of awards subsequent to the Merger. As a result of these errors, Goodwill was overstated by $7,133, Accrued expenses and other current liabilities was overstated by $1,902, and Additional paid-in capital was overstated by $5,053 as of March 31, 2022. In addition, these errors resulted in an understatement of stock-based compensation included in Salaries, commissions and benefits of $178 for the Successor period from January 27, 2022 through March 31, 2022; iii. Errors in the accounting for restricted stock awards issued to the SPAC sponsors, which should have been treated as an equity exchange on the Merger date rather than as compensation expense in the Successor period from January 27, 2022 to March 31, 2022. As a result, Salaries, commissions, and benefits was overstated by $12,746 in the Successor period from January 27, 2022 to March 31, 2022 and Additional paid-in capital was overstated by $12,746 as of March 31, 2022; iv. Error in the accounting and valuation for Sponsor Promote Shares, which should have been recorded in the Successor period from January 27, 2022 to March 31, 2022 rather than the Trebia financial statements as of January 26, 2022. As a result, Additional paid-in capital and Accumulated deficit were overstated by $8,079 in opening shareholders' equity as of January 27, 2022. This error resulted in an understatement of Additional paid-in capital of $288 as of March 31, 2022. Additionally, this error resulted in an understatement of stock-based compensation expense included in Salaries, commissions and benefits of $7,706 and an understatement of Selling, general and administrative expense of $661 for the Successor period from January 27, 2022 to March 31, 2022. h. Stock based compensation errors, other - The Company identified other immaterial errors relating to the improper accounting for equity awards, which overstated Goodwill and Additional paid-in-capital by $518 as of the Merger date and March 31, 2022. III. Other errors: i. Non-controlling interest errors - The Company identified errors related to its calculation of net loss attributable to non-controlling interests due to the inclusion of entities that did not have non-controlling interests. In addition, the Company has corrected Net loss attributable to non-controlling interest for other errors described herein. The impact of the errors was an understatement of Accumulated other comprehensive income of $255, an understatement of Accumulated deficit of $836, and an understatement of Non-controlling interest by $581 as of March 31, 2022. Net loss attributable to non-controlling interest was overstated and Net loss attributable to System1 was understated by $759 for the Successor period from January 27, 2022 to March 31, 2022. As a result of these adjustments, Comprehensive loss attributable to non-controlling interest was overstated by $841 for the Successor period from January 27, 2022 through March 31, 2022. j. Internal-use software development costs – The Company identified errors in the capitalization of internal-use software costs subsequent to the Merger which resulted in an understatement of Internal-use software development costs, net by $1,110 as of March 31, 2022, an overstatement of Salaries, commissions, and benefits expense by $483, and an overstatement of Depreciation and amortization expense by $627 for the Successor period from January 27, 2022 through March 31, 2022. k. Accrual related errors - The Company identified various errors in accruals which impacted the Predecessor and Successor Periods. These errors had the impact of overstating Cost of revenues by $261 and understating Selling, general and administrative expense by $744 in the Predecessor period from January 1, 2022 to January 26, 2022 and understating Accrued expenses and other current liabilities by $319 and overstating Prepaid expenses and other current assets by $164 as of the Merger date. These errors also had the impact of understating Cost of revenues by $261 and overstating Selling, general and administrative expense by $445 in the Successor period from January 27, 2022 to March 31, 2022 and understating Goodwill and Accrued expenses and other current liabilities by $483 and $299, respectively, as of March 31, 2022. l. RoadWarrior contingent consideration errors - Errors in the valuation of contingent consideration for the RoadWarrior acquisition resulting from a misinterpretation of the arrangement. The Company erroneously recorded a liability in the opening balance sheet for contingent consideration; however, the arrangement does not include contingent consideration provisions. The impact of the error was an overstatement of Goodwill, Accrued expenses and other current liabilities, and Other liabilities by $681, $478, and $209, respectively, as of March 31, 2022. Additionally, Selling, general and administrative was overstated by $6 for the Successor period from January 27, 2022 to March 31, 2022. m. Impact of errors on tax accounts: i. The income tax provision was recomputed based on the restated pre-tax income (loss) for the period resulting in an overstatement of Income tax benefit for the Successor period from January 27, 2022 to March 31, 2022 by $1,603 and an understatement to Deferred tax liability by $1,603 as of March 31, 2022; ii. As a result of the valuation errors identified in the opening balance sheet, the Company corrected the tax impacts of the Company’s contribution of the net assets of CouponFollow to System1 Opco, LLC immediately following the acquisition, resulting in an overstatement of Deferred tax liability and an understatement to Additional paid-in capital by $4,157 as of March 31, 2022; iii. The Company identified errors in the reconciliation of its tax accounts which resulted in an overstatement of Prepaid expenses and other current assets by $3,663, an overstatement of Accrued expenses and other current liabilities of $3,716, an understatement of Deferred tax liability by $174 and an overstatement of accumulated other comprehensive income of $121 as of March 31, 2022. The accumulated other comprehensive income adjustment was a result of the Company correcting for a foreign currency error incorrectly applied to deferred tax balances. n. Other classification errors - The Company identified classification errors between current and non-current Restricted cash and Accounts receivable, which overstated Restricted cash, current and Restricted cash, non-current by $93 and $199, respectively, and understated Accounts receivable by $292 as of March 31, 2022. o. Other adjustments - In addition to the impacts of the adjustments described herein, the Company identified various adjustments primarily related to rounding. p. Impact of errors on foreign currency translation - As a result of the correction of the identified errors and preparation of the financial statements the effects of foreign currency translation adjustments and their effects on other comprehensive income have also been reflected within the restated amounts. q. Cash flow errors - In addition to the impacts of adjustments to correct the statements of cash flows from the adjustments described above, the Company also determined that various line items within the operating, investing, and financing activities section required the correction of errors and the total cash flows within operating, investing, and financing activities were misstated due to errors resulting from incorrect support utilized by the Company in preparing the statements of cash flows. The aggregate impact of these errors to the consolidated statement of cash flows for the Successor period from January 27, 2022 to March 31, 2022 was an overstatement of Share-based compensation expense of $87, an overstatement of Write-down of internal-use software development cost of $676, an overstatement of increase in Prepaids and other assets of $6,388, an overstatement of increase in Accounts payable of $79, an overstatement of decrease in Accrued expenses and other liabilities of $103,721, an overstatement of increase in Long-term earn-out liabilities of $5,595, an understatement of increase in Other long term liabilities of $119,806, an understatement of Purchases of property and equipment of $54, an overstatement of Expenditures for internal-use software development costs of $16, an overstatement of Acquisitions of businesses, net of cash acquired of $3,695, an understatement of Payments for financing costs of $422 and an understatement of Distributions to members of $216. The Company also identified other immaterial classification errors for the Successor period from January 27, 2022 to March 31, 2022 which have been corrected herein. r. Not used s. Earnings per share error - The Company identified an error in its computation of weighted average number of shares which impacted the earnings per share disclosure for the Successor period from January 27, 2022 to March 31, 2022. t. Not used The accompanying notes to the condensed consolidated financial statements have also been corrected to reflect the impacts of the adjustments described above. In addition, the Company corrected the following disclosure errors: • Authorized share disclosure - The Company corrected disclosure of the number of authorized Class A common stock on the condensed consolidated balance sheet; • Merger disclosures - The Company corrected the disclosure in Note 3 related to the presentation of assets acquired and liabilities assumed from the Merger and the unaudited pro forma information due to errors resulting from incorrect support utilized in preparing the disclosures and incorrect application of adjustments to the pro forma information; • CouponFollow acquisition disclosures – The Company corrected the disclosure in Note 4 for transaction costs incurred for the CouponFollow acquisition that did not include total amounts incurred in 2021 and the amount of deferred contingent consideration; • Reportable segment goodwill disclosure - The Company corrected the disclosure in Note 6 related to errors in the allocation of goodwill from the Merger and other business acquisitions to its reportable segments; • Segment disclosures – The Company corrected the disclosure in Note 16 related to errors in the allocation of revenues and adjusted gross profit to the Owned and Operated and the Partner Network segments. For the Predecessor period of January 1, 2022 to January 26, 2022, Owned and Operated segment revenue was overstated and Partner Network segment revenue was understated by $542 and Owned and Operated adjusted gross profit was overstated by $542 and Partner Network adjusted gross profit was understated by $91. For the Successor period from January 27, 2022 to March 31, 2022, Owned and Operated segment revenue was overstated and Partner Network segment revenue was understated by $3,374 and Owned and Operated adjusted gross profit was overstated by $3,374 and Partner Network adjusted gross profit was understated by $437; • Protected Incentive Plan disclosure - The Company corrected the disclosure in Note 18 to include disclosure of the terms of the Protected Incentive Plan that were previously omitted; • CouponFollow Incentive Plan disclosure - The Company corrected the disclosure in Note 18 to include disclosure of the terms of the CouponFollow Incentive Plan that were previously omitted. The following table summarizes the effect of the adjustments to correct errors on each affected financial statement line item impacting the condensed consolidated balance sheet as of March 31, 2022. The footnotes correspond to the error descriptions above: Successor March 31, 2022 As Previously Reported Adjustments As Restated ASSETS Successor March 31, 2022 As Previously Reported Adjustments As Restated Current assets: Cash and cash equivalents $ 42,178 $ 4 (o) $ 42,182 Restricted cash, current 4,895 (93) (n) (1) (o) 4,801 Accounts receivable, net of allowance for doubtful accounts 99,976 292 (n) 100,268 Prepaid expenses and other current assets 14,468 4,600 (e) (3,663) (m) 4 (o) 15,409 Total current assets 161,517 1,143 162,660 Restricted cash, non-current 3,034 (199) (n) 1 (o) 2,836 Property and equipment, net 2,855 — 2,855 Internal-use software development costs, net 10,704 (10,470) (a) 1,110 (j) 1,344 Intangible assets, net 568,675 18,414 (a) 587,089 Goodwill 907,009 (7,188) (a) (3,339) (b) (6,122) (e) (11,248) (g) (518) (h) 483 (k) (681) (l) $ 878,396 Operating lease right-of-use assets 6,388 — 6,388 Other non-current assets 808 27 (e) (5) (o) 830 Total assets $ 1,660,990 $ (18,592) $ 1,642,398 LIABILITIES AND STOCKHOLDERS’ EQUITY/MEMBERS’ DEFICIT Current liabilities: Accounts payable $ 76,004 $ — $ 76,004 Accrued expenses and other current liabilities 67,635 (3,339) (b) 1,413 (e) (2,081) (g) 299 (k) (478) (l) (3,716) (m) 2 (o) 59,735 Deferred revenue 64,810 — 64,810 Operating lease liabilities, current 1,895 — 1,895 Due to related party 80 — 80 Notes payable, current 14,822 — 14,822 Total current liabilities 225,246 (7,900) 217,346 Operating lease liabilities, non-current 5,645 — 5,645 Notes payable, non-current 409,777 — 409,777 Warrant liability 40,773 — 40,773 Deferred tax liability 144,027 (2,907) (e) (2,380) (m) (2) (o) 138,738 Other liabilities 5,804 (209) (l) 5,595 Total liabilities 831,272 (13,398) 817,874 Commitments and contingencies (Note 11) STOCKHOLDERS’ EQUITY / MEMBERS’ DEFICIT Successor March 31, 2022 As Previously Reported Adjustments As Restated Class A common stock - $0.0001 par value; 500,000 shares authorized, 86,597 Class A shares issued and outstanding as of March 31, 2022 $ 9 $ — $ 9 Class C common stock - $0.0001 par value; 25,000 shares authorized, 22,077 Class C shares issued and outstanding as of March 31, 2022 2 — 2 Additional paid-in capital 728,540 31,167 (c) 25,336 (d) (11,360) (g) (518) (h) 4,157 (m) 3 (o) 777,325 Accumulated deficit (89,175) 756 (a) (31,167) (c) (25,336) (d) 2,195 (g) (836) (i) 1,110 (j) 184 (k) 6 (l) (1,603) (m) (143,866) Accumulated other comprehensive (loss) income (28) (1) (e) (2) (g) 255 (i) (121) (m) 103 Total stockholders’ equity/members’ deficit attributable to System1, Inc. 639,348 (5,775) 633,573 Non-controlling interest 190,370 581 (i) 190,951 Total stockholders’ equity/members’ deficit 829,718 (5,194) 824,524 Total liabilities and stockholders’ equity/members’ deficit $ 1,660,990 $ (18,592) $ 1,642,398 The following tables summarize the effect of the adjustments to correct errors on each affected financial statement line item for the periods indicated, impacting the condensed consolidated statements of operations. The footnotes correspond to the error descriptions above: Successor Predecessor Period from January 27, 2022 through March 31, 2022 Period from January 1, 2022 through January 26, 2022 As Previously Reported Adjustments As Restated As Previously Reported Adjustments As Restated Revenue $ 166,108 $ — $ 166,108 $ 52,712 $ — $ 52,712 Operating costs and expenses: Cost of revenues (excluding depreciation and amortization shown separately below) 120,131 261 (k) 41,760 (261) (k) (8) (o) 120,384 8 (o) 41,507 Salaries, commissions, and benefits 43,459 5,223 (g) 35,175 (3,993) (g) (483) (j) (1) (o) 31,181 (1) (o) 48,198 Selling, general, and administrative 14,981 661 (g) 14,817 744 (k) (445) (k) 104 (o) 15,665 (6) (l) (103) (o) 15,088 Depreciation and amortization 23,311 (756) (a) 1,000 — 1,000 (627) (j) 21,928 Total operating costs and expenses 201,882 3,716 205,598 92,752 (3,399) 89,353 Operating income (loss) (35,774) (3,716) (39,490) (40,040) 3,399 (36,641) Interest expense 4,776 — 4,776 1,049 — 1,049 Loss on warrant fair value 13,761 — 13,761 — — — Income (loss) before income tax (54,311) (3,716) (58,027) (41,089) 3,399 (37,690) Income tax (benefit) expense (16,252) 1,603 (m) (14,649) (629) — (629) Net (loss) income $ (38,059) $ (5,319) $ (43,378) $ (40,460) $ 3,399 $ (37,061) Net (loss) attributable to non-controlling interest (8,068) 759 (i) (7,309) — — — Net (loss) income attributable to System1, Inc. $ (29,991) $ (6,078) $ (36,069) $ (40,460) $ 3,399 $ (37,061) Basic and diluted net loss per share $ (0.36) $ (0.07) $ (0.44) $ (1.97) $ 0.17 $ (1.81) Weighted average units outstanding - basic and diluted 82,210 498 (s) 82,708 20,488 — 20,488 The following tables summarize the effect of the adjustments to correct errors on each affected financial statement line item for the periods indicated, impacting the condensed consolidated statements of comprehensive income (loss). The footnotes correspond to the error descripti |
