System1 (SST) 10-Q 9 May 24 2024 Q1 Quarterly report Financial data

Cover Page

Cover Page - shares	3 Months Ended
	Mar. 31, 2024	May 07, 2024
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Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2024
Document Transition Report	false
Entity File Number	001-39331
Entity Registrant Name	System1, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	92-3978051
Entity Address, Address Line One	4235 Redwood Avenue
Entity Address, City or Town	Marina Del Rey
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90066
City Area Code	310
Local Phone Number	924-6037
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Central Index Key	0001805833
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Amendment Flag	false
Class A Common Stock
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Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	SST
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		68,901,898
Redeemable warrants, each whole warrant exercisable for one Class A common stock at an exercise price of $11.50 per share
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Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one Class A common stock at an exercise price of $11.50 per share
Trading Symbol	SST.WS
Security Exchange Name	NYSE
Class C Common Stock
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Entity Common Stock, Shares Outstanding		21,203,676

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 69,920	$ 135,343
Restricted cash, current	7,231	3,813
Accounts receivable, net	52,735	56,093
Prepaid expenses and other current assets	9,791	6,754
Total current assets	139,677	202,003
Restricted cash, non-current	533	4,294
Property and equipment, net	2,836	3,084
Internal-use software development costs, net	12,545	11,425
Intangible assets, net	278,336	297,001
Goodwill	82,407	82,407
Operating lease right-of-use assets	4,241	4,732
Other non-current assets	484	524
Total assets	521,059	605,470
Current liabilities:
Accounts payable	7,055	9,499
Accrued expenses and other current liabilities	52,351	59,314
Operating lease liabilities, current	2,375	2,333
Debt, net	16,190	15,271
Total current liabilities	77,971	86,417
Operating lease liabilities, non-current	2,938	3,582
Long-term debt, net	268,597	334,232
Warrant liability	2,438	2,688
Deferred tax liability	7,649	8,307
Other liabilities	1,061	929
Total liabilities	360,654	436,155
Commitments and contingencies (Note 7)
Stockholders' equity:
Additional paid-in capital	850,202	843,112
Accumulated deficit	(718,199)	(707,662)
Accumulated other comprehensive loss	(271)	(181)
Total stockholders' equity attributable to System1, Inc.	131,741	135,278
Non-controlling interest	28,664	34,037
Total stockholders' equity	160,405	169,315
Total liabilities and stockholders' equity	521,059	605,470
Class A Common Stock
Stockholders' equity:
Common stock value	7	7
Class C Common Stock
Stockholders' equity:
Common stock value	$ 2	$ 2

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares shares in Thousands	Mar. 31, 2024	Dec. 31, 2023
Common stock, par value (in dollars per share)		$ 0.0001
Common stock, shares authorized (in shares)		25,000
Common stock outstanding (in shares)	21,204	21,513
Class A Common Stock
Common stock, par value (in dollars per share)	$ 0.0001
Common stock, shares authorized (in shares)	500,000	500,000
Common stock issued (in shares)	68,632	65,855
Common stock outstanding (in shares)	68,632	65,855
Class C Common Stock
Common stock, par value (in dollars per share)	$ 0.0001
Common stock, shares authorized (in shares)	25,000
Common stock issued (in shares)	21,204	21,513

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Revenue	$ 84,917	$ 121,118
Operating expenses:
Cost of revenue (excluding depreciation and amortization)	53,698	82,953
Salaries and benefits	24,483	28,147
Selling, general, and administrative	12,728	14,855
Depreciation and amortization	19,804	19,392
Total operating expenses	110,713	145,347
Operating loss	(25,796)	(24,229)
Other expense (income):
Interest expense, net	7,970	11,402
Gain from debt extinguishment	(19,676)	0
Change in fair value of warrant liabilities	(251)	(1,409)
Total other (income) expense, net	(11,957)	9,993
Loss before income tax	(13,839)	(34,222)
Income tax benefit	(48)	(3,829)
Net loss from continuing operations	(13,791)	(30,393)
Net loss from discontinued operations, net of tax	0	(12,533)
Net loss	(13,791)	(42,926)
Less: Net loss from continuing operations attributable to non-controlling interest	(3,254)	(6,757)
Less: Net loss from discontinued operations attributable to non-controlling interest	0	(2,367)
Net loss attributable to System1, Inc.	(10,537)	(33,802)
Net loss from continuing operations	(10,537)	(23,636)
Net loss from discontinued operations	$ 0	$ (10,166)
Basic net loss per share, continuing operations (in dollars per share)	$ (0.16)	$ (0.25)
Diluted net loss per share, continuing operations (in dollars per share)	(0.16)	(0.25)
Basic net loss per share, discontinued operations (in dollars per share)	0	(0.11)
Diluted net loss per share, discontinued operations (in dollars per share)	0	(0.11)
Basic net loss per share (in dollars per share)	(0.16)	(0.36)
Diluted net loss per share (in dollars per share)	$ (0.16)	$ (0.36)
Weighted average number of shares outstanding - basic (in shares)	67,781	92,771
Weighted average number of shares outstanding - diluted (in shares)	67,781	92,771

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Statement of Comprehensive Income [Abstract]
Net loss	$ (13,791)	$ (42,926)
Other comprehensive income (loss)
Foreign currency translation income (loss)	(135)	(109)
Comprehensive loss	(13,926)	(43,035)
Comprehensive loss attributable to non-controlling interest	(3,299)	(9,170)
Comprehensive loss attributable to System1, Inc.	$ (10,627)	$ (33,865)

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock Class A Common Stock	Common Stock Class C Common Stock	Additional Paid-In-Capital	Accumulated Deficit	Accumulated Other Comprehensive Income	Non-Controlling Interest
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	$ (42,926)
Ending balance (in shares) at Mar. 31, 2023		93,147	21,513
Ending balance at Mar. 31, 2023	433,959	$ 9	$ 2	$ 838,745	$ (473,424)	$ (322)	$ 68,949
Beginning balance (in shares) at Dec. 31, 2023		65,855	21,513
Beginning balance at Dec. 31, 2023	169,315	$ 7	$ 2	843,112	(707,662)	(181)	34,037
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(13,791)				(10,537)		(3,254)
Issuance of common stock in connection with settlement of incentive plan (in shares)		970
Issuance of common stock in connection with settlement of incentive plan	1,707			2,464			(757)
Conversion of Class C shares to Class A shares (in shares)		309	(309)
Conversion of Class C shares to Class A shares	0			241			(241)
Tax receivable agreement liability and deferred taxes arising from LLC interest ownership exchanges and the issuance of common stock from equity incentive plans	(110)			(110)
Issuance of restricted stock, net of forfeitures and shares withheld for taxes (in shares)		1,498
Issuance of restricted stock, net of forfeitures and shares withheld for taxes	(991)			178			(1,169)
Other comprehensive income (loss)	(135)					(90)	(45)
Stock-based compensation	4,405			4,317			88
Contributions from members, net of distributions	5						5
Ending balance (in shares) at Mar. 31, 2024		68,632	21,204
Ending balance at Mar. 31, 2024	$ 160,405	$ 7	$ 2	$ 850,202	$ (718,199)	$ (271)	$ 28,664

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash Flows from Operating Activities
Net loss	$ (13,791)	$ (42,926)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	19,804	29,374
Stock-based compensation	3,970	14,122
Amortization of debt issuance costs	1,030	0
Noncash lease expense	462	436
Change in fair value of warrant liabilities	(251)	(1,409)
Deferred tax benefits	(656)	(7,869)
Gain from debt extinguishment	(19,676)	0
Other	(517)	686
Changes in operating assets and liabilities
Accounts receivable	3,387	11,282
Prepaids and other assets	(2,999)	(159)
Accounts payable	(2,444)	(810)
Accrued expenses and other liabilities	(3,654)	(5,057)
Deferred revenue	(65)	6,182
Long-term earnout liabilities	0	(10,000)
Other long-term liabilities	(587)	347
Net cash used in operating activities	(15,987)	(5,801)
Cash Flows from Investing Activities
Purchases of property and equipment	0	(714)
Capitalized software development costs	(1,622)	(1,678)
Net cash used in investing activities	(1,622)	(2,392)
Cash Flows from Financing Activities
Repayment of Term Loan	(46,071)	(5,000)
Payment of acquisition holdback	0	(1,250)
Taxes paid related to net settlement of stock awards	(2,092)	(2,837)
Contributions from (distributions to) members	5	(45)
Net cash used in financing activities	(48,158)	(9,132)
Effect of exchange rate changes in cash, cash equivalent and restricted cash	1	(44)
Net decrease in cash, cash equivalents and restricted cash	(65,766)	(17,369)
Cash and cash equivalents and restricted cash, beginning of the period	143,450	39,075
Cash and cash equivalents and restricted cash, end of the period	77,684	21,706
Reconciliation of cash, cash equivalents and restricted cash to the consolidated balance sheets:
Cash and cash equivalents	69,920	8,267
Restricted cash	7,764	13,439
Total cash, cash equivalents and restricted cash	77,684	21,706
Supplemental cash flow information:
Cash paid for income taxes	634	0
Cash paid for interest	8,230	0
Capitalized assets financed by accounts payable	0	702
Stock-based compensation included in capitalized software development costs	432	561
Settlement of incentive plan through issuance of common stock	$ 1,707	$ 1,658

Organization and Description of

Organization and Description of Business	3 Months Ended
	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Description of Business	Organization and Description of Business System1, Inc. and subsidiaries (the “Company”, “we”, “our” or “us”) operates an omnichannel customer acquisition platform, delivering high-intent customers to brands, advertisers and publishers. We provide our omnichannel customer acquisition platform services through our proprietary responsive acquisition marketing platform (“RAMP”). Operating seamlessly across major advertising networks and advertising category verticals to acquire high-intent end-users, RAMP allows us to monetize these acquired end users through our relationships with third party advertisers and advertising networks (“Advertising Partners”). RAMP operates across our network of owned and operated websites, allowing us to monetize end-user traffic that we source from various acquisition marketing channels, including Google, Facebook, Zemanta, Taboola, and TikTok. RAMP also allows third party advertising platforms and publishers (“Network Partners”) to send end-user traffic to, and monetize end user traffic on, our owned and operated websites or through our monetization agreements. We have two reportable segments: Owned and Operated Advertising and Partner Network ( see Note 10, Segment Reporting) .

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Our condensed consolidated financial statements include the accounts of the Company and our wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Our fiscal year ends on December 31. These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the Securities and Exchange Commission (“SEC”) in March 2024. In our opinion, the unaudited interim condensed consolidated financial statements include all adjustments of a normal recurring nature necessary for the fair statement of our financial position, results of operations, and cash flows. The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2024 or future operating periods. There have been no changes to our significant accounting policies described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 that have had a material impact on our condensed consolidated financial statements and related notes. We completed the sale of Total Security Limited, formerly known as Protected.net Group Limited (“Protected”) on November 30, 2023. The results of operations of our Protected business prior to its sale are presented as net loss from discontinued operations in our condensed consolidated statements of operations in the periods applicable (see Note 12, Discontinued Operations). Revision of Previously Issued Consolidated Financial Statements During the fourth quarter of 2023, we identified certain errors related to our previously issued financial statements as of and for the three months ended March 31, 2023 as follows: a. Accrued expenses and other current liabilities were understated by $0.9 million, additional paid-in capital was understated by $1.7 million and salaries and benefits expense was understated by $0.3 million as a result of our not accelerating expenses upon forfeiture of certain cash and equity Replacement Awards (as defined in Note 9, Net Loss Per Share ) previously granted in 2022 that impacted the condensed consolidated balance sheet, condensed consolidated statements of operations, condensed consolidated statements of changes in stockholders' equity, and condensed consolidated statement of cash flows. b. We did not appropriately account for changes in equity and earnings per share, specifically: (i) the carrying amount of non-controlling interest was not updated as changes in ownership events occurred during each reporting period, (ii) certain equity replacement awards granted during 2022 were not properly considered in the allocation of net income (loss) to controlling and non-controlling interest and earnings per share. These errors impact the condensed consolidated balance sheets, condensed consolidated statement of operations, condensed consolidated statements of changes in stockholders' equity, and condensed consolidated statement of cash flows. c. We made additional corrections for other immaterial errors. d. We adjusted for the tax impacts of the corrections related to such errors described above. We concluded that the errors were not material, either individually or in the aggregate, to our previously issued condensed consolidated financial statements for the impacted period. To correct the immaterial errors, we have revised our previously issued condensed consolidated financial statements as of and for the period ended March 31, 2023. We have revised the condensed consolidated balance sheet, condensed consolidated statement of operations, condensed consolidated statement of comprehensive income (loss), condensed consolidated statement of changes in stockholders' equity, and condensed consolidated statement of cash flows for the period ended March 31, 2023, as well as the associated Notes to the condensed consolidated financial statements to reflect the correction of these immaterial errors in this Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 . The following table reflects the revisions and the impact of reporting Discontinued Operations related to the sale of Protected to the previously issued condensed consolidated balance sheet as of March 31, 2023 (in thousands): As Previously Reported Revision Adjustment As Revised Impact of Reclassification of Discontinued Operations As Currently Reported Liabilities and Stockholders' Equity Current liabilities: Accrued expenses and other current liabilities 85,727 890 86,617 (a) (14,620) 71,997 Total current liabilities 199,354 890 200,244 — 200,244 Deferred tax liability 35,995 830 36,825 (d) (13,318) 23,507 Total liabilities 669,119 1,720 670,839 — 670,839 Stockholders’ Equity / Members’ Deficit Additional paid-in capital 837,093 1,652 838,745 (a) (b) — 838,745 Accumulated deficit (479,579) 6,155 (473,424) (a) (b) (d) — (473,424) Accumulated other comprehensive loss (479) 156 (323) (d) — (323) Total stockholders' equity attributable to System1, Inc. 357,046 7,963 365,009 — 365,009 Non-controlling interest 78,632 (9,683) 68,949 (b) — 68,949 Total stockholders' equity 435,678 (1,720) 433,958 — 433,958 Total liabilities and stockholders' equity $ 1,104,797 $ — $ 1,104,797 $ — $ 1,104,797 The following table reflects the revisions and the impact of reporting Discontinued Operations related to the sale of Protected to the previously issued condensed consolidated statement of operations, for the three months ended March 31, 2023 (in thousands): As Previously Reported Revision Adjustment As Revised Impact of Reclassification of Discontinued Operations As Currently Reported Salaries and benefits 38,398 296 (a) 38,694 (10,547) 28,147 Total operating expenses 205,346 296 205,642 (60,295) 145,347 Operating loss (37,492) (296) (37,788) 13,559 (24,229) Other expense (income): Interest expense, net 11,451 — 11,451 (49) 11,402 Total other (income) expense, net 10,042 — 10,042 (49) 9,993 Loss before income tax (47,534) (296) (47,830) 13,608 (34,222) Income tax benefit (4,408) (496) (d) (4,904) 1,075 (3,829) Net loss from continuing operations (43,126) 200 (42,926) 12,533 (30,393) Net loss from discontinued operations, net of tax — — — (12,533) (12,533) Net loss (43,126) 200 (42,926) — (42,926) Less: Net loss from continuing operations attributable to non-controlling interest (9,174) 50 (b) (9,124) 2,367 (6,757) Less: Net loss from discontinued operations attributable to non-controlling interest — — — (2,367) (2,367) Net loss attributable to System1, Inc. $ (33,952) $ 150 $ (33,802) $ — $ (33,802) Amounts attributable to System1, Inc.: Net loss from continuing operations $ (33,952) $ 150 (b) $ (33,802) $ 10,166 $ (23,636) Net loss from discontinued operations — — — (10,166) (10,166) Net loss attributable to System1, Inc. $ (33,952) $ 150 $ (33,802) $ — $ (33,802) Basic and diluted net loss per share: Continuing operations $ (0.37) $ 0.01 (b) $ (0.36) $ 0.11 $ (0.25) Discontinued operations — — — (0.11) (0.11) Basic and diluted net loss per share $ (0.37) $ 0.01 $ (0.36) $ — $ (0.36) Weighted average number of shares outstanding - basic and diluted 92,460 311 (b) 92,771 92,771 The following table reflects the revisions related to the previously issued condensed consolidated statement of comprehensive loss for the three months ended March 31, 2023 (in thousands): As Previously Reported Revision Adjustment As Currently Reported Net loss $ (43,126) $ 200 (a) (d) $ (42,926) Other comprehensive income (loss) Foreign currency translation income (loss) (108) (108) Comprehensive loss (43,234) 200 (43,034) Comprehensive loss attributable to non-controlling interest (9,220) 50 (b) (9,170) Comprehensive loss attributable to System1, Inc. $ (34,014) $ 150 $ (33,864) The following tables reflect the revisions to the previously issued condensed consolidated statement of changes in stockholders' equity for the quarter ended March 31, 2023. Although the impact is pervasive throughout the condensed consolidated statement of changes in stockholders' equity as a result of the errors described above, the most significant impact is a reduction of net loss of $0.2 million, an increase of non-controlling interest of $0.5 million, a reduction in accumulated deficit of $0.2 million and a reduction in additional paid-in-capital of $0.2 million. Class A Common Stock Class C Common Stock Shares Amount Shares Amount Additional Paid-In-Capital Accumulated Deficit Accumulated Other Comprehensive Income Non-Controlling Interest Total Stockholders’ As Previously Reported Balance at December 31, 2022 91,674 $ 9 21,747 $ 2 $ 831,566 $ (439,296) $ (260) $ 78,650 $ 470,671 Net loss — — — — — (33,952) — (9,174) (43,126) Cumulative-effect of adoption of ASU 2016-13 — — — — — (326) — — (326) Issuance of restricted stock, net of forfeitures and shares withheld for taxes 832 — — — (1,730) — — — (1,730) Issuance of common stock in connection with settlement of incentive plan 407 — — — 1,659 — — — 1,659 Conversion of Class C shares to Class A shares 234 — (234) — 955 — — (955) — Increase in tax receivable agreement liability — — — — (441) — — — (441) Other comprehensive income (loss) — — — — — — (62) (47) (109) Stock-based compensation — — — — 6,963 — — — 6,963 Balance at March 31, 2023 93,147 $ 9 21,513 $ 2 $ 838,972 $ (473,574) $ (322) $ 68,474 $ 433,561 Revision Adjustments Net loss — — — — — 150 — 50 200 (a) (b) (d) Issuance of restricted stock, net of forfeitures and shares withheld for taxes — — — — 281 — — (281) — (a) (b) Issuance of common stock in connection with settlement of incentive plan — — — — 160 — — (160) — (b) Conversion of Class C shares to Class A shares — — — — 92 — — (92) — (b) Other comprehensive income (loss) — — — — — — — — — (c) Stock-based compensation — — — — (760) — — 958 198 (a) (b) Balance at March 31, 2023 — $ — — $ — $ (227) $ 150 $ — $ 475 $ 398 As Revised Net loss — — — — — (33,802) — (9,124) (42,926) Cumulative-effect of adoption of ASU 2016-13 — — — — — (326) — — (326) Issuance of restricted stock, net of forfeitures and shares withheld for taxes 832 — — — (1,449) — — (281) (1,730) Issuance of common stock in connection with settlement of incentive plan 407 — — — 1,819 — — (160) 1,659 Conversion of Class C shares to Class A shares 234 — (234) — 1,047 — — (1,047) — Increase in tax receivable agreement liability — — — — (441) — — — (441) Other comprehensive income (loss) — — — — — — (62) (47) (109) Stock-based compensation — — — — 6,203 — — 958 7,161 Balance at March 31, 2023 93,147 $ 9 21,513 $ 2 $ 838,745 $ (473,424) $ (322) $ 68,949 $ 433,959 The following table reflects the revisions to the previously issued condensed consolidated statement of cash flows for the three months ended March 31, 2023 (in thousands): As Previously Reported Revision Adjustment As Currently Reported Cash Flows from Operating Activities Net loss $ (43,126) $ 200 (a) (d) $ (42,926) Stock-based compensation 13,925 197 (a) 14,122 Deferred tax benefits (7,373) (496) (d) (7,869) Changes in operating assets and liabilities Accrued expenses and other liabilities (4,660) (397) (a) (5,057) Other long-term liabilities (149) 496 (d) 347 Net cash used in operating activities $ (5,801) $ — $ (5,801) Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Management’s estimates are based on historical information available as of the date of the condensed consolidated financial statements and various other assumptions that we believe are reasonable under the circumstances. Actual results could differ from those estimates. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to, valuation of goodwill, acquired intangible assets, assets held for sale and long-lived assets, valuation and recognition of stock-based compensation awards, income taxes, contingent consideration and determination of the fair value of the warrant liabilities. On an ongoing basis, management evaluates our estimates compared to historical experience and trends, which form the basis for making judgments about the carrying value of assets and liabilities. Risks and Concentrations We are subject to certain business and operational risks, including competition from alternative technologies, as well as dependence on key Advertising Partners, key employees, key contracts, and growth to achieve our business and operational objectives. Concentrations The concentration as a percentage of total revenue for our key advertising partner Google is 83% and 89%, for the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024 , we had (i) two paid search advertising partnership agreements with Google, and (ii) one paid search advertising partnership agreement with Microsoft. The Google agreements are in effect through February 28, 2025, and May 31, 2024, respectively. The agreement with Microsoft (our next largest Advertising Partner by revenue) is in effect through June 30, 2025. Under certain circumstances, each of these agreements may be terminated by either us or the respective Advertising Partner immediately, or with minimal notice. Accounts receivable are primarily derived from Advertising Partners located within the United States. As of March 31, 2024 , Google and Yahoo, represented 68% and 5%, respectively, of our accounts receivables balance. As of December 31, 2023 , these two Advertising Partners represented 69% and 6%, respectively, of our accounts receivables balance.

Goodwill, Internal-Use Software

Goodwill, Internal-Use Software Development Costs, Net, and Intangible Assets, Net	3 Months Ended
	Mar. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill, Internal-Use Software Development Costs, Net, and Intangible Assets, Net	Goodwill, Internal-Use Software Development Costs, Net, and Intangible Assets, Net Goodwill Goodwill was $82.4 million as of March 31, 2024 and December 31, 2023, all attributable to the Partner Network reportable segment. No impairment of goodwill was identified for any of the periods presented. Internal-use software development costs, net and intangible assets, net Internal-use software development costs and intangible assets consisted of the following (in thousands): March 31, 2024 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Internal-use software development costs $ 15,842 $ (3,297) $ 12,545 Intangible assets: Developed technology $ 196,128 $ (106,613) $ 89,515 Trademarks and trade names 236,053 (50,950) 185,103 Software 5,100 (2,659) 2,441 Customer relationships 2,900 (1,623) 1,277 Total $ 440,181 $ (161,845) $ 278,336 December 31, 2023 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Internal-use software development costs $ 13,788 $ (2,363) $ 11,425 Intangible assets: Developed technology $ 196,128 $ (94,354) $ 101,774 Trademarks and trade names 236,053 (45,050) 191,003 Software 5,100 (2,341) 2,759 Customer relationships 2,900 (1,435) 1,465 Total $ 440,181 $ (143,180) $ 297,001 The internal-use software development costs includes construction in progress which is not being amortized of $4.2 million and $3.5 million as of March 31, 2024 and December 31, 2023 , respectively. Amortization expense for internal-use software development costs and intangible assets were as follows (in thousands): Three Months Ended March 31, 2024 2023 Amortization expense for internal-use software development $ 934 $ 557 Amortization expense for intangible assets $ 18,665 $ 18,665 No impairment of internal-use software development cost or intangible assets was identified for any of the periods presented. As of March 31, 2024, the weighted average amortization period for all intangible assets was 7 years.

Accrued Expenses and Other Curr

Accrued Expenses and Other Current Liabilities	3 Months Ended
	Mar. 31, 2024
Payables and Accruals [Abstract]
Accrued Expenses and Other Current Liabilities	Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following items as of the periods presented (in thousands): March 31, 2024 December 31, 2023 Accrued revenue share $ 17,905 $ 16,365 Accrued marketing expenses 15,073 19,737 Accrued payroll and related benefits 8,205 13,751 Accrued professional fees 2,611 1,455 Deferred revenue 1,693 1,757 Accrued tax liability 1,352 1,233 Other liabilities 5,512 5,016 Accrued expenses and other current liabilities $ 52,351 $ 59,314

Debt, Net

Debt, Net	3 Months Ended
	Mar. 31, 2024
Debt Disclosure [Abstract]
Debt, Net	Debt, Net We entered into a term loan (“Term Loan”) and revolving facility (“2022 Revolving Facility”) with Bank of America, N.A., on January 27, 2022, providing for a 5.5 year term loan with a principal balance of $400.0 million and with the net proceeds of $376.0 million . The 2022 Revolving Facility provided for borrowing availability of up to $50.0 million . As of March 31, 2024 , there was no balance outstanding on the 2022 Revolving Facility and principal of $296.3 million was outstanding on the Term Loan. Through December 31, 2025, the outstanding Term Loan is subject to quarterly amortization payments of $5.0 million. From March 31, 2026, the Term Loan is subject to quarterly amortization payments of $7.5 million. The Term Loan matures in 2027. For every interest period, the interest rate on the Term Loan is the adjusted Secured Overnight Financing Rate (“SOFR”) plus 4.75%. The Term Loan is amortized in quarterly installments on each scheduled payment date. The Term Loan comes with a leverage covenant, which goes into effect only if the utilization on the 2022 Revolving Facility exceeds 35% of the $50.0 million 2022 Revolving Facility at each quarter-end starting the second quarter 2022, such that the first lien leverage ratio (as defined in the credit agreement) should not exceed 5.40. The facility has certain financial and nonfinancial covenants, including a leverage ratio. The facility also requires that we deliver our audited consolidated financial statements to our lender within 120 days of our fiscal year end, December 31. Should we fail to distribute the financial statements to our lender within 120 days, we are allowed an additional 30 days to cure. We were in compliance with our financial covenants as of March 31, 2024. On January 17, 2024, we completed the repurchase of $63.7 million in principal amount of our Term Loan for an aggregate purchase price of $40.9 million (at discount of 64.2% of its par value) pursuant to a Dutch auction tender offer. Following the repurchase, the outstanding principal amount of the Term Loan was $301.3 million. We used available cash on hand to fund the repurchase. Our gain on the repurchase was $19.7 million before fees and expenses incurred. The interest rate on the 2022 Revolving Facility is the adjusted SOFR plus 2.5% with an adjusted SOFR floor of 0%. As of March 31, 2024 we had $50.0 million available on the 2022 Revolving Facility. The carrying values of our debt, net of discounts, deferred financing and debt issuance costs were as follows (in thousands): March 31, 2024 December 31, 2023 Term Loan 1,2 $ 284,787 $ 349,503 Total Debt, net $ 284,787 $ 349,503 _______________ 1 Includes unamortized discount of $11.5 million and $14.7 million, and unamortized loan fees of $0.6 million and $0.8 million, as of March 31, 2024, and December 31, 2023, respectively, recorded as a reduction of the carrying amount of the debt and amortized to interest expense using the effective interest method. 2 Estimated fair value of the Term Loan was $180.7 million and $222.7 million as of March 31, 2024 and December 31, 2023, respectively.

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2024
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes We are the sole managing member of S1 Holdco, LLC ("S1 Holdco") and, as a result, consolidate the financial results of S1 Holdco. S1 Holdco is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, S1 Holdco is not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by S1 Holdco is passed through to and included in the taxable income or loss of its members, including us, on a pro rata basis. We are subject to U.S. federal income taxes, in addition to state and local income taxes with respect to its allocable share of any taxable income or loss of S1 Holdco, as well as any stand-alone income or loss generated by us. We recorded an immaterial benefit for income taxes for the three months ended March 31, 2024 and a benefit from income taxes of $3.8 million for the three months ended March 31, 2023. The effective tax rate for the three months ended March 31, 2024 and 2023 was 0.4% and 11.2%, respectively. The provision for income taxes differs from the amount of income tax computed by applying the U.S. statutory federal tax rate of 21% to the loss before income taxes due to the exclusion of non-controlling loss, state taxes, foreign rate differential, non-deductible expenses, increase to the valuation allowance related to unrealizable deferred tax assets, and outside basis adjustments. As of March 31, 2024, we had a full valuation allowance on our U.S. federal and state net deferred tax assets as it was more likely than not that those deferred tax assets would not be realized. During the three months ended March 31, 2024 , and 2023 , inclusive of interest, no payments were made to the parties to the Tax Receivable Agreement. The total amount of Tax Receivable Agreement Payments due under the Tax Receivable Agreement was $0.9 million and $0.8 million as of March 31, 2024 and December 31, 2023 , respectively.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies In June 2023, we entered into a multi-year agreement with a service provider whereby we are contractually obligated to spend $5.0 million in each annual period between July 2023 and June 2026. As of March 31, 2024, we remain contractually obligated to spend $10.0 million towards this commitment. As of March 31, 2024, we had various non-cancelable operating lease commitments for office space which have been recorded as Operating lease liabilities. Litigation We are subject to various legal proceedings and claims that arise in the ordinary course of business. We believe the ultimate liability, if any, with respect to these actions will not materially affect the consolidated financial position, results of operations, or cash flows reflected in the condensed consolidated financial statements. There can be no assurance, however, that the ultimate resolution of such actions will not materially or adversely affect our consolidated financial position, results of operations, or cash flows. We accrued for losses when the loss is deemed probable and the liability can reasonably be estimated. In October 2023, a putative California class action complaint (the “Complaint”) was filed against us and our Protected business regarding alleged violations of California’s Auto Renewal Law requirements related to the marketing and sale of its subscription service offerings for anti-virus and ad-blocking software (the “Protected Software”) to consumers. The Complaint alleges claims under California’s false advertising and unfair competition laws and primarily alleges that the marketing and sales checkout flows for the Protected Software did not clearly and conspicuously disclose that the named plaintiffs set forth in the Complaint were purchasing the Protected Software for a promotional period which would auto-renew after the applicable promotional period. We dispute the claims alleged, and intend to defend ourselves vigorously in this matter. Indemnifications In the ordinary course of business, we may provide indemnifications of varying scope and terms to customers, vendors, lessors, investors, directors, officers, employees, and other parties with respect to certain matters, including, but not limited to, losses arising out of our breach of such agreements, services to be provided by us, or from intellectual property infringement claims made by third parties. These indemnifications may survive termination of the underlying agreement and the maximum potential amount of future payments we could be required to make under these indemnification provisions may not be subject to claims related to these indemnifications. As a result, we believe the estimated fair value of these agreements was immaterial. Accordingly, we have no liabilities recorded for these agreements as of March 31, 2024 .

Fair Value Measurement

Fair Value Measurement	3 Months Ended
	Mar. 31, 2024
Fair Value Disclosures [Abstract]
Fair Value Measurement	Fair Value Measurement Financial Liabilities Measured at Fair Value on a Recurring Basis The following tables present our fair value hierarchy for liabilities measured at fair value on a recurring basis (in thousands): March 31, 2024 December 31, 2023 Level 1 Public Warrants $ 2,438 $ 2,688 The fair value of the Public Warrants has been estimated using the Public Warrants’ quoted market price. There were no transfers in or out of levels during the periods presented. Nonfinancial Assets Measured at Fair Value on a Nonrecurring Basis For further information on the fair value assessment of goodwill refer to Note 3, Goodwill, Internal-Use Software Development Costs, Net, and Intangible Assets, Net.

Net Loss Per Share

Net Loss Per Share	3 Months Ended
	Mar. 31, 2024
Earnings Per Share [Abstract]
Net Loss Per Share	Net Loss Per Share Basic net loss per share was calculated by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding. Basic and diluted net loss per share was calculated as follows (in thousands, except per share) : Three Months Ended March 31, 2024 2023 Basic and diluted net loss per share Net loss from continuing operations attributable to System1, Inc. $ (0.16) $ (0.25) Net loss from discontinued operations, net of tax attributable to System1, Inc. — (0.11) Basic and Diluted net loss per share $ (0.16) $ (0.36) Numerator: Net loss from continuing operations attributable to System1, Inc. $ (10,537) $ (23,636) Net loss from discontinued operations, net of tax attributable to System1, Inc. — (10,166) Net loss attributable to System1, Inc. $ (10,537) $ (33,802) Denominator: Weighted-average common shares outstanding used in computing basic and diluted net loss per share 67,781 92,771 For the periods presented in the table above, a total of 16.8 million Public Warrants were excluded from the computation of net loss per share as the impact was anti-dilutive.

Segment Reporting

Segment Reporting	3 Months Ended
	Mar. 31, 2024
Segment Reporting [Abstract]
Segment Reporting	Segment Reporting We have two operating segments and reportable segments: Owned and Operated Advertising and Partner Network. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the Chief Operating Decision Maker (“CODM”), in deciding how to allocate resources and assess performance. Our Chief Executive Officer, who is considered to be our CODM, reviews financial information presented on an operating segment basis for purposes of making operating decisions and assessing financial performance. The CODM measures and evaluates reportable segments based on segment operating revenue as well as adjusted gross profit. The tables below include the following operating expenses that are not allocated to the reporting segments presented to our CODM : depreciation and amortization of property, equipment and leasehold improvements, amortization of intangible assets and, at times, certain other transactions or adjustments. The CODM does not consider these expenses for the purposes of making decisions to allocate resources among segments or to assess segment performance, however these costs are included in reported condensed consolidated net loss from continuing operations before income tax and are included in the reconciliation that follows. The following table summarizes revenue by reportable segments (in thousands): Three Months Ended March 31, 2024 2023 Owned and Operated Advertising $ 69,030 $ 106,025 Partner Network 15,887 15,093 Total revenue $ 84,917 $ 121,118 The following table summarizes adjusted gross profit by reportable segments (in thousands): Three Months Ended March 31, 2024 2023 Owned and Operated Advertising $ 22,462 $ 29,839 Partner Network 10,919 10,217 Adjusted gross profit 33,381 40,056 Other cost of revenue 2,162 1,891 Salaries and benefits 24,483 28,147 Selling, general, and administrative 12,728 14,855 Depreciation and amortization 19,804 19,392 Interest expense, net 7,970 11,402 Gain from debt extinguishment (19,676) — Change in fair value of warrant liabilities (251) (1,409) Loss before income tax $ (13,839) $ (34,222) The following table summarizes revenue by geographic region (in thousands): Three Months Ended March 31, 2024 2023 United States $ 81,682 $ 117,199 Other countries 3,235 3,919 Total revenue $ 84,917 $ 121,118

Stock-Based Compensation

Stock-Based Compensation	3 Months Ended
	Mar. 31, 2024
Share-Based Payment Arrangement [Abstract]
Stock-Based Compensation	Stock-Based Compensation We recorded the following total stock-based compensation expense (in thousands) : Three Months Ended March 31, 2024 2023 Stock-based compensation expense $ 3,970 $ 5,832 CouponFollow Incentive Plan As of March 31, 2024 , we have determined that it was not probable that the CouponFollow business would achieve any o f the contingent earnout targets during the Performance Periods, and accordingly, we did not record a liability for any of the Tier amounts set forth in the CouponFollow Incentive Plan. In the quarter ended March 31, 2024 we issued 1.0 million Class A Common Stock with an aggregate fair value of $1.7 million, net of shares withheld for taxes, on the date of the settlement to settle the second $3.3 million Fixed Amount. We recognized a gain of $0.5 million, being the difference between the fair value of the Class A common stock issued and the carrying value of the liability. During the quarter ended March 31, 2024, we recognized $0.8 million for the third Fixed Amount within salaries and benefits expenses on the condensed consolidated statements of operations. Our March 31, 2024 short-term restricted cash included $2.8 million for which the restriction was released related to the amount we paid during the quarter ended March 31, 2024 for continued services from certain individuals of CouponFollow. The amount was released from escrow in April 2024.

Discontinued Operations

Discontinued Operations	3 Months Ended
	Mar. 31, 2024
Discontinued Operations and Disposal Groups [Abstract]
Discontinued Operations	Discontinued Operations Sale of Protected On November 30, 2023, we completed the sale of Protected , our subscription reporting unit. Total consideration comprised of: (a) $240.0 million in cash, subject to certain adjustments, (b) the return and subsequent cancellation of approximately 29.1 million shares of our Class A common stock, par value $0.0001 per share, owned by JDI and other entities and individuals affiliated with the Purchasing Parties and (c) confirmation from JDI, Protected and the Protected CEO that the financial performance benchmarks related to the financial benchmarks included in the Protected Incentive Plan, will, as a result of the Protected sale, no longer be achievable. The financial results of Protected are presented as a loss from discontinued operations, net of taxes in the condensed consolidated statements of operations. The following table presents the summarized discontinued operations condensed consolidated statements of operations (in thousands) : Three Months Ended March 31, 2023 Revenue $ 46,736 Operating expenses: Cost of revenue (excluding depreciation and amortization) 37,449 Salaries and benefits 10,547 Selling, general, and administrative 2,317 Depreciation and amortization 9,982 Total operating expenses 60,295 Operating loss (13,559) Other expense, net 49 Loss from discontinued operations before income taxes (13,608) Income tax benefit (1,075) Net loss from discontinued operations $ (12,533) The following table presents the significant non-cash items and capital expenditures for the discontinued operations with respect to the subscription business that are included in the condensed consolidated statements of cash flows (in thousands): Three Months Ended March 31, 2023 Depreciation and amortization $ 9,982 Stock-based compensation $ 8,290 Capital expenditures $ 496 Transition Service Agreement In connection with a transition service agreement, we agreed to provide certain services for which full reimbursement of cost will be provided. Discontinued Operations Related-Party Transactions Payment Processing Agreement Protected utilizes multiple credit card payment processors, including Paysafe Financial Services Limited (“Paysafe”). In March 2021, Paysafe completed a merger with Foley Trasimene Acquisition Corp. II (“Foley Trasimene”), a special purpose acquisition company sponsored by entities affiliated with a sponsor of Trebia who was also a member of our Board of Directors. We incurred credit card processing fees related to Paysafe for the three months ended March 31, 2023 of $1.1 million. Office Facilities Protected had an agreement with JDI Property Holdings Limited (“JDIP”), an entity controlled by one of our directors, which allowed Protected to use space at their property in exchange for GBP 0.1 million per year. Protected Incentive Plan Installment Payments In 2022 in connection with the acquisition of Protected, we effected an incentive plan for eligible recipients, providing up to $100 million payable in fully-vested shares of our Class A common stock contingent upon the achievement of the future performance of Protected’s business. The incentive plan originally was to be paid out in two tranches based on performance of the business for 2023 and 2024.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Basis of Presentation	The accompanying unaudited condensed consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Our condensed consolidated financial statements include the accounts of the Company and our wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Our fiscal year ends on December 31. These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the Securities and Exchange Commission (“SEC”) in March 2024.
Principles of Consolidation	The accompanying unaudited condensed consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Our condensed consolidated financial statements include the accounts of the Company and our wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Our fiscal year ends on December 31. These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the Securities and Exchange Commission (“SEC”) in March 2024.
Use of Estimates	Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Management’s estimates are based on historical information available as of the date of the condensed consolidated financial statements and various other assumptions that we believe are reasonable under the circumstances. Actual results could differ from those estimates. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to, valuation of goodwill, acquired intangible assets, assets held for sale and long-lived assets, valuation and recognition of stock-based compensation awards, income taxes, contingent consideration and determination of the fair value of the warrant liabilities. On an ongoing basis, management evaluates our estimates compared to historical experience and trends, which form the basis for making judgments about the carrying value of assets and liabilities.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Schedule of Revision of Previously Issued Consolidated Financial Statements	The following table reflects the revisions and the impact of reporting Discontinued Operations related to the sale of Protected to the previously issued condensed consolidated balance sheet as of March 31, 2023 (in thousands): As Previously Reported Revision Adjustment As Revised Impact of Reclassification of Discontinued Operations As Currently Reported Liabilities and Stockholders' Equity Current liabilities: Accrued expenses and other current liabilities 85,727 890 86,617 (a) (14,620) 71,997 Total current liabilities 199,354 890 200,244 — 200,244 Deferred tax liability 35,995 830 36,825 (d) (13,318) 23,507 Total liabilities 669,119 1,720 670,839 — 670,839 Stockholders’ Equity / Members’ Deficit Additional paid-in capital 837,093 1,652 838,745 (a) (b) — 838,745 Accumulated deficit (479,579) 6,155 (473,424) (a) (b) (d) — (473,424) Accumulated other comprehensive loss (479) 156 (323) (d) — (323) Total stockholders' equity attributable to System1, Inc. 357,046 7,963 365,009 — 365,009 Non-controlling interest 78,632 (9,683) 68,949 (b) — 68,949 Total stockholders' equity 435,678 (1,720) 433,958 — 433,958 Total liabilities and stockholders' equity $ 1,104,797 $ — $ 1,104,797 $ — $ 1,104,797 The following table reflects the revisions and the impact of reporting Discontinued Operations related to the sale of Protected to the previously issued condensed consolidated statement of operations, for the three months ended March 31, 2023 (in thousands): As Previously Reported Revision Adjustment As Revised Impact of Reclassification of Discontinued Operations As Currently Reported Salaries and benefits 38,398 296 (a) 38,694 (10,547) 28,147 Total operating expenses 205,346 296 205,642 (60,295) 145,347 Operating loss (37,492) (296) (37,788) 13,559 (24,229) Other expense (income): Interest expense, net 11,451 — 11,451 (49) 11,402 Total other (income) expense, net 10,042 — 10,042 (49) 9,993 Loss before income tax (47,534) (296) (47,830) 13,608 (34,222) Income tax benefit (4,408) (496) (d) (4,904) 1,075 (3,829) Net loss from continuing operations (43,126) 200 (42,926) 12,533 (30,393) Net loss from discontinued operations, net of tax — — — (12,533) (12,533) Net loss (43,126) 200 (42,926) — (42,926) Less: Net loss from continuing operations attributable to non-controlling interest (9,174) 50 (b) (9,124) 2,367 (6,757) Less: Net loss from discontinued operations attributable to non-controlling interest — — — (2,367) (2,367) Net loss attributable to System1, Inc. $ (33,952) $ 150 $ (33,802) $ — $ (33,802) Amounts attributable to System1, Inc.: Net loss from continuing operations $ (33,952) $ 150 (b) $ (33,802) $ 10,166 $ (23,636) Net loss from discontinued operations — — — (10,166) (10,166) Net loss attributable to System1, Inc. $ (33,952) $ 150 $ (33,802) $ — $ (33,802) Basic and diluted net loss per share: Continuing operations $ (0.37) $ 0.01 (b) $ (0.36) $ 0.11 $ (0.25) Discontinued operations — — — (0.11) (0.11) Basic and diluted net loss per share $ (0.37) $ 0.01 $ (0.36) $ — $ (0.36) Weighted average number of shares outstanding - basic and diluted 92,460 311 (b) 92,771 92,771 The following table reflects the revisions related to the previously issued condensed consolidated statement of comprehensive loss for the three months ended March 31, 2023 (in thousands): As Previously Reported Revision Adjustment As Currently Reported Net loss $ (43,126) $ 200 (a) (d) $ (42,926) Other comprehensive income (loss) Foreign currency translation income (loss) (108) (108) Comprehensive loss (43,234) 200 (43,034) Comprehensive loss attributable to non-controlling interest (9,220) 50 (b) (9,170) Comprehensive loss attributable to System1, Inc. $ (34,014) $ 150 $ (33,864) The following tables reflect the revisions to the previously issued condensed consolidated statement of changes in stockholders' equity for the quarter ended March 31, 2023. Although the impact is pervasive throughout the condensed consolidated statement of changes in stockholders' equity as a result of the errors described above, the most significant impact is a reduction of net loss of $0.2 million, an increase of non-controlling interest of $0.5 million, a reduction in accumulated deficit of $0.2 million and a reduction in additional paid-in-capital of $0.2 million. Class A Common Stock Class C Common Stock Shares Amount Shares Amount Additional Paid-In-Capital Accumulated Deficit Accumulated Other Comprehensive Income Non-Controlling Interest Total Stockholders’ As Previously Reported Balance at December 31, 2022 91,674 $ 9 21,747 $ 2 $ 831,566 $ (439,296) $ (260) $ 78,650 $ 470,671 Net loss — — — — — (33,952) — (9,174) (43,126) Cumulative-effect of adoption of ASU 2016-13 — — — — — (326) — — (326) Issuance of restricted stock, net of forfeitures and shares withheld for taxes 832 — — — (1,730) — — — (1,730) Issuance of common stock in connection with settlement of incentive plan 407 — — — 1,659 — — — 1,659 Conversion of Class C shares to Class A shares 234 — (234) — 955 — — (955) — Increase in tax receivable agreement liability — — — — (441) — — — (441) Other comprehensive income (loss) — — — — — — (62) (47) (109) Stock-based compensation — — — — 6,963 — — — 6,963 Balance at March 31, 2023 93,147 $ 9 21,513 $ 2 $ 838,972 $ (473,574) $ (322) $ 68,474 $ 433,561 Revision Adjustments Net loss — — — — — 150 — 50 200 (a) (b) (d) Issuance of restricted stock, net of forfeitures and shares withheld for taxes — — — — 281 — — (281) — (a) (b) Issuance of common stock in connection with settlement of incentive plan — — — — 160 — — (160) — (b) Conversion of Class C shares to Class A shares — — — — 92 — — (92) — (b) Other comprehensive income (loss) — — — — — — — — — (c) Stock-based compensation — — — — (760) — — 958 198 (a) (b) Balance at March 31, 2023 — $ — — $ — $ (227) $ 150 $ — $ 475 $ 398 As Revised Net loss — — — — — (33,802) — (9,124) (42,926) Cumulative-effect of adoption of ASU 2016-13 — — — — — (326) — — (326) Issuance of restricted stock, net of forfeitures and shares withheld for taxes 832 — — — (1,449) — — (281) (1,730) Issuance of common stock in connection with settlement of incentive plan 407 — — — 1,819 — — (160) 1,659 Conversion of Class C shares to Class A shares 234 — (234) — 1,047 — — (1,047) — Increase in tax receivable agreement liability — — — — (441) — — — (441) Other comprehensive income (loss) — — — — — — (62) (47) (109) Stock-based compensation — — — — 6,203 — — 958 7,161 Balance at March 31, 2023 93,147 $ 9 21,513 $ 2 $ 838,745 $ (473,424) $ (322) $ 68,949 $ 433,959 The following table reflects the revisions to the previously issued condensed consolidated statement of cash flows for the three months ended March 31, 2023 (in thousands): As Previously Reported Revision Adjustment As Currently Reported Cash Flows from Operating Activities Net loss $ (43,126) $ 200 (a) (d) $ (42,926) Stock-based compensation 13,925 197 (a) 14,122 Deferred tax benefits (7,373) (496) (d) (7,869) Changes in operating assets and liabilities Accrued expenses and other liabilities (4,660) (397) (a) (5,057) Other long-term liabilities (149) 496 (d) 347 Net cash used in operating activities $ (5,801) $ — $ (5,801)

Goodwill, Internal-Use Softwa_2

Goodwill, Internal-Use Software Development Costs, Net, and Intangible Assets, Net (Tables)	3 Months Ended
	Mar. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Finite-Lived Intangible Assets	Internal-use software development costs and intangible assets consisted of the following (in thousands): March 31, 2024 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Internal-use software development costs $ 15,842 $ (3,297) $ 12,545 Intangible assets: Developed technology $ 196,128 $ (106,613) $ 89,515 Trademarks and trade names 236,053 (50,950) 185,103 Software 5,100 (2,659) 2,441 Customer relationships 2,900 (1,623) 1,277 Total $ 440,181 $ (161,845) $ 278,336 December 31, 2023 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Internal-use software development costs $ 13,788 $ (2,363) $ 11,425 Intangible assets: Developed technology $ 196,128 $ (94,354) $ 101,774 Trademarks and trade names 236,053 (45,050) 191,003 Software 5,100 (2,341) 2,759 Customer relationships 2,900 (1,435) 1,465 Total $ 440,181 $ (143,180) $ 297,001 Amortization expense for internal-use software development costs and intangible assets were as follows (in thousands): Three Months Ended March 31, 2024 2023 Amortization expense for internal-use software development $ 934 $ 557 Amortization expense for intangible assets $ 18,665 $ 18,665

Accrued Expenses and Other Cu_2

Accrued Expenses and Other Current Liabilities (Tables)	3 Months Ended
	Mar. 31, 2024
Payables and Accruals [Abstract]
Schedule of Accrued Expenses and Other Liabilities	Accrued expenses and other current liabilities consisted of the following items as of the periods presented (in thousands): March 31, 2024 December 31, 2023 Accrued revenue share $ 17,905 $ 16,365 Accrued marketing expenses 15,073 19,737 Accrued payroll and related benefits 8,205 13,751 Accrued professional fees 2,611 1,455 Deferred revenue 1,693 1,757 Accrued tax liability 1,352 1,233 Other liabilities 5,512 5,016 Accrued expenses and other current liabilities $ 52,351 $ 59,314

Debt, Net (Tables)

Debt, Net (Tables)	3 Months Ended
	Mar. 31, 2024
Debt Disclosure [Abstract]
Schedule of Long-Term Debt Instruments	The carrying values of our debt, net of discounts, deferred financing and debt issuance costs were as follows (in thousands): March 31, 2024 December 31, 2023 Term Loan 1,2 $ 284,787 $ 349,503 Total Debt, net $ 284,787 $ 349,503 _______________ 1 Includes unamortized discount of $11.5 million and $14.7 million, and unamortized loan fees of $0.6 million and $0.8 million, as of March 31, 2024, and December 31, 2023, respectively, recorded as a reduction of the carrying amount of the debt and amortized to interest expense using the effective interest method. 2 Estimated fair value of the Term Loan was $180.7 million and $222.7 million as of March 31, 2024 and December 31, 2023, respectively.

Fair Value Measurement (Tables)

Fair Value Measurement (Tables)	3 Months Ended
	Mar. 31, 2024
Fair Value Disclosures [Abstract]
Schedule of Liabilities Measured at Fair Value on Recurring Basis	The following tables present our fair value hierarchy for liabilities measured at fair value on a recurring basis (in thousands): March 31, 2024 December 31, 2023 Level 1 Public Warrants $ 2,438 $ 2,688

Net Loss Per Share (Tables)

Net Loss Per Share (Tables)	3 Months Ended
	Mar. 31, 2024
Earnings Per Share [Abstract]
Schedule of Basic and Diluted Net Income (Loss) Per Share	Basic and diluted net loss per share was calculated as follows (in thousands, except per share) : Three Months Ended March 31, 2024 2023 Basic and diluted net loss per share Net loss from continuing operations attributable to System1, Inc. $ (0.16) $ (0.25) Net loss from discontinued operations, net of tax attributable to System1, Inc. — (0.11) Basic and Diluted net loss per share $ (0.16) $ (0.36) Numerator: Net loss from continuing operations attributable to System1, Inc. $ (10,537) $ (23,636) Net loss from discontinued operations, net of tax attributable to System1, Inc. — (10,166) Net loss attributable to System1, Inc. $ (10,537) $ (33,802) Denominator: Weighted-average common shares outstanding used in computing basic and diluted net loss per share 67,781 92,771

Segment Reporting (Tables)

Segment Reporting (Tables)	3 Months Ended
	Mar. 31, 2024
Segment Reporting [Abstract]
Schedule of Segment Reporting Information	The following table summarizes revenue by reportable segments (in thousands): Three Months Ended March 31, 2024 2023 Owned and Operated Advertising $ 69,030 $ 106,025 Partner Network 15,887 15,093 Total revenue $ 84,917 $ 121,118 The following table summarizes adjusted gross profit by reportable segments (in thousands): Three Months Ended March 31, 2024 2023 Owned and Operated Advertising $ 22,462 $ 29,839 Partner Network 10,919 10,217 Adjusted gross profit 33,381 40,056 Other cost of revenue 2,162 1,891 Salaries and benefits 24,483 28,147 Selling, general, and administrative 12,728 14,855 Depreciation and amortization 19,804 19,392 Interest expense, net 7,970 11,402 Gain from debt extinguishment (19,676) — Change in fair value of warrant liabilities (251) (1,409) Loss before income tax $ (13,839) $ (34,222)
Schedule of Revenues Disaggregated by Geographic Region	The following table summarizes revenue by geographic region (in thousands): Three Months Ended March 31, 2024 2023 United States $ 81,682 $ 117,199 Other countries 3,235 3,919 Total revenue $ 84,917 $ 121,118

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	3 Months Ended
	Mar. 31, 2024
Share-Based Payment Arrangement [Abstract]
Schedule of Total Stock-Based Compensation Expense	We recorded the following total stock-based compensation expense (in thousands) : Three Months Ended March 31, 2024 2023 Stock-based compensation expense $ 3,970 $ 5,832

Discontinued Operations (Tables

Discontinued Operations (Tables)	3 Months Ended
	Mar. 31, 2024
Discontinued Operations and Disposal Groups [Abstract]
Schedule of Discontinued Operations	The following table presents the summarized discontinued operations condensed consolidated statements of operations (in thousands) : Three Months Ended March 31, 2023 Revenue $ 46,736 Operating expenses: Cost of revenue (excluding depreciation and amortization) 37,449 Salaries and benefits 10,547 Selling, general, and administrative 2,317 Depreciation and amortization 9,982 Total operating expenses 60,295 Operating loss (13,559) Other expense, net 49 Loss from discontinued operations before income taxes (13,608) Income tax benefit (1,075) Net loss from discontinued operations $ (12,533) The following table presents the significant non-cash items and capital expenditures for the discontinued operations with respect to the subscription business that are included in the condensed consolidated statements of cash flows (in thousands): Three Months Ended March 31, 2023 Depreciation and amortization $ 9,982 Stock-based compensation $ 8,290 Capital expenditures $ 496

Organization and Description _2

Organization and Description of Business (Details)	3 Months Ended
	Mar. 31, 2024 segment
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of reportable segments	2

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Accrued expenses and other current liabilities	$ (52,351)		$ (59,314)
Additional paid-in capital	(850,202)		$ (843,112)
Net income (loss)	$ 10,537	$ 33,802
Revision of Prior Period, Error Correction, Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Accrued expenses and other current liabilities		900
Additional paid-in capital		1,700
Salaries and benefits expense		300
Net income (loss)		200
Reduction of noncontrolling interest		500
Increase in accumulated deficit		200
Increase in additional paid-in-capital		$ 200

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Schedule of Consolidated Balance Sheet (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023
Current liabilities:
Accrued expenses and other current liabilities	$ 52,351	$ 59,314
Total current liabilities	77,971	86,417
Deferred tax liability	7,649	8,307
Total liabilities	360,654	436,155
Stockholders' equity:
Additional paid-in capital	850,202	843,112
Accumulated deficit	(718,199)	(707,662)
Accumulated other comprehensive loss	(271)	(181)
Total stockholders' equity attributable to System1, Inc.	131,741	135,278
Non-controlling interest	28,664	34,037
Total stockholders' equity	160,405	169,315	$ 433,959
Total liabilities and stockholders' equity	$ 521,059	$ 605,470
As Previously Reported
Current liabilities:
Accrued expenses and other current liabilities			85,727
Total current liabilities			199,354
Deferred tax liability			35,995
Total liabilities			669,119
Stockholders' equity:
Additional paid-in capital			837,093
Accumulated deficit			(479,579)
Accumulated other comprehensive loss			(479)
Total stockholders' equity attributable to System1, Inc.			357,046
Non-controlling interest			78,632
Total stockholders' equity			435,678
Total liabilities and stockholders' equity			1,104,797
Revision Adjustment
Current liabilities:
Accrued expenses and other current liabilities			890
Total current liabilities			890
Deferred tax liability			830
Total liabilities			1,720
Stockholders' equity:
Additional paid-in capital			1,652
Accumulated deficit			6,155
Accumulated other comprehensive loss			156
Total stockholders' equity attributable to System1, Inc.			7,963
Non-controlling interest			(9,683)
Total stockholders' equity			(1,720)
Total liabilities and stockholders' equity			0
As Revised
Current liabilities:
Accrued expenses and other current liabilities			86,617
Total current liabilities			200,244
Deferred tax liability			36,825
Total liabilities			670,839
Stockholders' equity:
Additional paid-in capital			838,745
Accumulated deficit			(473,424)
Accumulated other comprehensive loss			(323)
Total stockholders' equity attributable to System1, Inc.			365,009
Non-controlling interest			68,949
Total stockholders' equity			433,958
Total liabilities and stockholders' equity			1,104,797
Impact of Reclassification of Discontinued Operations
Current liabilities:
Accrued expenses and other current liabilities			(14,620)
Total current liabilities			0
Deferred tax liability			(13,318)
Total liabilities			0
Stockholders' equity:
Additional paid-in capital			0
Accumulated deficit			0
Accumulated other comprehensive loss			0
Total stockholders' equity attributable to System1, Inc.			0
Non-controlling interest			0
Total stockholders' equity			0
Total liabilities and stockholders' equity			0
As Currently Reported
Current liabilities:
Accrued expenses and other current liabilities			71,997
Total current liabilities			200,244
Deferred tax liability			23,507
Total liabilities			670,839
Stockholders' equity:
Additional paid-in capital			838,745
Accumulated deficit			(473,424)
Accumulated other comprehensive loss			(323)
Total stockholders' equity attributable to System1, Inc.			365,009
Non-controlling interest			68,949
Total stockholders' equity			433,958
Total liabilities and stockholders' equity			$ 1,104,797

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Schedule of Consolidated Statements of Operations (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Salaries and benefits	$ 24,483	$ 28,147
Total operating expenses	110,713	145,347
Operating loss	(25,796)	(24,229)
Interest expense, net	7,970	11,402
Total other (income) expense, net	(11,957)	9,993
Loss before income tax	(13,839)	(34,222)
Income tax benefit	(48)	(3,829)
Net loss from continuing operations	(13,791)	(30,393)
Net loss from discontinued operations, net of tax	0	(12,533)
Net loss	(13,791)	(42,926)
Less: Net loss from continuing operations attributable to non-controlling interest	(3,254)	(6,757)
Less: Net loss from discontinued operations attributable to non-controlling interest	0	(2,367)
Net loss attributable to System1, Inc.	(10,537)	(33,802)
Net loss from continuing operations	(10,537)	(23,636)
Net loss from discontinued operations	$ 0	$ (10,166)
Basic net loss per share, continuing operations (in dollars per share)	$ (0.16)	$ (0.25)
Diluted net loss per share, continuing operations (in dollars per share)	(0.16)	(0.25)
Basic net loss per share, discontinued operations (in dollars per share)	0	(0.11)
Diluted net loss per share, discontinued operations (in dollars per share)	0	(0.11)
Basic net loss per share (in dollars per share)	(0.16)	(0.36)
Diluted net loss per share (in dollars per share)	$ (0.16)	$ (0.36)
Weighted average number of shares outstanding - basic (in shares)	67,781	92,771
Weighted average number of shares outstanding - diluted (in shares)	67,781	92,771
As Previously Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Salaries and benefits		$ 38,398
Total operating expenses		205,346
Operating loss		(37,492)
Interest expense, net		11,451
Total other (income) expense, net		10,042
Loss before income tax		(47,534)
Income tax benefit		(4,408)
Net loss from continuing operations		(43,126)
Net loss from discontinued operations, net of tax		0
Net loss		(43,126)
Less: Net loss from continuing operations attributable to non-controlling interest		(9,174)
Less: Net loss from discontinued operations attributable to non-controlling interest		0
Net loss attributable to System1, Inc.		(33,952)
Net loss from continuing operations		(33,952)
Net loss from discontinued operations		$ 0
Basic net loss per share, continuing operations (in dollars per share)		$ (0.37)
Diluted net loss per share, continuing operations (in dollars per share)		(0.37)
Basic net loss per share, discontinued operations (in dollars per share)		0
Diluted net loss per share, discontinued operations (in dollars per share)		0
Basic net loss per share (in dollars per share)		(0.37)
Diluted net loss per share (in dollars per share)		$ (0.37)
Weighted average number of shares outstanding - basic (in shares)		92,460
Weighted average number of shares outstanding - diluted (in shares)		92,460
Revision Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Salaries and benefits		$ 296
Total operating expenses		296
Operating loss		(296)
Interest expense, net		0
Total other (income) expense, net		0
Loss before income tax		(296)
Income tax benefit		(496)
Net loss from continuing operations		200
Net loss from discontinued operations, net of tax		0
Net loss		200
Less: Net loss from continuing operations attributable to non-controlling interest		50
Less: Net loss from discontinued operations attributable to non-controlling interest		0
Net loss attributable to System1, Inc.		150
Net loss from continuing operations		150
Net loss from discontinued operations		$ 0
Basic net loss per share, continuing operations (in dollars per share)		$ 0.01
Diluted net loss per share, continuing operations (in dollars per share)		0.01
Basic net loss per share, discontinued operations (in dollars per share)		0
Diluted net loss per share, discontinued operations (in dollars per share)		0
Basic net loss per share (in dollars per share)		0.01
Diluted net loss per share (in dollars per share)		$ 0.01
Weighted average number of shares outstanding - basic (in shares)		311
Weighted average number of shares outstanding - diluted (in shares)		311
As Revised
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Salaries and benefits		$ 38,694
Total operating expenses		205,642
Operating loss		(37,788)
Interest expense, net		11,451
Total other (income) expense, net		10,042
Loss before income tax		(47,830)
Income tax benefit		(4,904)
Net loss from continuing operations		(42,926)
Net loss from discontinued operations, net of tax		0
Net loss		(42,926)
Less: Net loss from continuing operations attributable to non-controlling interest		(9,124)
Less: Net loss from discontinued operations attributable to non-controlling interest		0
Net loss attributable to System1, Inc.		(33,802)
Net loss from continuing operations		(33,802)
Net loss from discontinued operations		$ 0
Basic net loss per share, continuing operations (in dollars per share)		$ (0.36)
Diluted net loss per share, continuing operations (in dollars per share)		(0.36)
Basic net loss per share, discontinued operations (in dollars per share)		0
Diluted net loss per share, discontinued operations (in dollars per share)		0
Basic net loss per share (in dollars per share)		(0.36)
Diluted net loss per share (in dollars per share)		$ (0.36)
Weighted average number of shares outstanding - basic (in shares)		92,771
Weighted average number of shares outstanding - diluted (in shares)		92,771
Impact of Reclassification of Discontinued Operations
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Salaries and benefits		$ (10,547)
Total operating expenses		(60,295)
Operating loss		13,559
Interest expense, net		(49)
Total other (income) expense, net		(49)
Loss before income tax		13,608
Income tax benefit		1,075
Net loss from continuing operations		12,533
Net loss from discontinued operations, net of tax		(12,533)
Net loss		0
Less: Net loss from continuing operations attributable to non-controlling interest		2,367
Less: Net loss from discontinued operations attributable to non-controlling interest		(2,367)
Net loss attributable to System1, Inc.		0
Net loss from continuing operations		10,166
Net loss from discontinued operations		$ (10,166)
Basic net loss per share, continuing operations (in dollars per share)		$ 0.11
Diluted net loss per share, continuing operations (in dollars per share)		0.11
Basic net loss per share, discontinued operations (in dollars per share)		(0.11)
Diluted net loss per share, discontinued operations (in dollars per share)		(0.11)
Basic net loss per share (in dollars per share)		0
Diluted net loss per share (in dollars per share)		$ 0

Summary of Significant Accoun_7

Summary of Significant Accounting Policies - Schedule of Consolidated Statements of Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss	$ (13,791)	$ (42,926)
Foreign currency translation income (loss)	(135)	(109)
Comprehensive loss	(13,926)	(43,035)
Comprehensive loss attributable to non-controlling interest	(3,299)	(9,170)
Comprehensive loss attributable to System1, Inc.	$ (10,627)	(33,865)
As Previously Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss		(43,126)
Foreign currency translation income (loss)		(108)
Comprehensive loss		(43,234)
Comprehensive loss attributable to non-controlling interest		(9,220)
Comprehensive loss attributable to System1, Inc.		(34,014)
Revision Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss		200
Foreign currency translation income (loss)
Comprehensive loss		200
Comprehensive loss attributable to non-controlling interest		50
Comprehensive loss attributable to System1, Inc.		150
As Revised
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss		(42,926)
Foreign currency translation income (loss)		(108)
Comprehensive loss		(43,034)
Comprehensive loss attributable to non-controlling interest		(9,170)
Comprehensive loss attributable to System1, Inc.		$ (33,864)

Summary of Significant Accoun_8

Summary of Significant Accounting Policies - Schedule of Consolidated Statements of Changes in Stockholders' Equity (Details) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2022
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance	$ 169,315
Net loss	(13,791)	$ (42,926)
Issuance of restricted stock, net of forfeitures and shares withheld for taxes	(991)
Issuance of common stock in connection with settlement of incentive plan	1,707
Conversion of Class C shares to Class A shares	0
Increase in tax receivable agreement liability	(110)
Other comprehensive income (loss)	(135)
Stock-based compensation	4,405
Ending balance	160,405	433,959
Additional Paid-In-Capital
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance	843,112
Issuance of restricted stock, net of forfeitures and shares withheld for taxes	178
Issuance of common stock in connection with settlement of incentive plan	2,464
Conversion of Class C shares to Class A shares	241
Increase in tax receivable agreement liability	(110)
Stock-based compensation	4,317
Ending balance	850,202	838,745
Accumulated Deficit
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance	(707,662)
Net loss	(10,537)
Ending balance	(718,199)	(473,424)
Accumulated Other Comprehensive Income
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance	(181)
Other comprehensive income (loss)	(90)
Ending balance	(271)	(322)
Non-Controlling Interest
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance	34,037
Net loss	(3,254)
Issuance of restricted stock, net of forfeitures and shares withheld for taxes	(1,169)
Issuance of common stock in connection with settlement of incentive plan	(757)
Conversion of Class C shares to Class A shares	(241)
Other comprehensive income (loss)	(45)
Stock-based compensation	88
Ending balance	$ 28,664	$ 68,949
Class A Common Stock | Common Stock
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance (in shares)	65,855
Beginning balance	$ 7
Issuance of restricted stock, net of forfeitures and shares withheld for taxes (in shares)	1,498
Issuance of common stock in connection with the acquisition of business (in shares)	970
Conversion of Class C shares to Class A shares (in shares)	309
Ending balance (in shares)	68,632	93,147
Ending balance	$ 7	$ 9
Class C Common Stock | Common Stock
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance (in shares)	21,513
Beginning balance	$ 2
Conversion of Class C shares to Class A shares (in shares)	(309)
Ending balance (in shares)	21,204	21,513
Ending balance	$ 2	$ 2
As Previously Reported
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance		470,671
Net loss		(43,126)
Issuance of restricted stock, net of forfeitures and shares withheld for taxes		(1,730)
Issuance of common stock in connection with settlement of incentive plan		1,659
Conversion of Class C shares to Class A shares		0
Increase in tax receivable agreement liability		(441)
Other comprehensive income (loss)		(109)
Stock-based compensation		6,963
Ending balance		433,561	$ 470,671
Accounting Standards Update [Extensible Enumeration]			Accounting Standards Update 2016-13 [Member]
As Previously Reported | Cumulative Effect, Period of Adoption, Adjustment
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance		(326)
Ending balance			$ (326)
As Previously Reported | Additional Paid-In-Capital
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance		831,566
Issuance of restricted stock, net of forfeitures and shares withheld for taxes		(1,730)
Issuance of common stock in connection with settlement of incentive plan		1,659
Conversion of Class C shares to Class A shares		955
Increase in tax receivable agreement liability		(441)
Stock-based compensation		6,963
Ending balance		838,972	831,566
As Previously Reported | Accumulated Deficit
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance		(439,296)
Net loss		(33,952)
Ending balance		(473,574)	(439,296)
As Previously Reported | Accumulated Deficit | Cumulative Effect, Period of Adoption, Adjustment
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance		(326)
Ending balance			(326)
As Previously Reported | Accumulated Other Comprehensive Income
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance		(260)
Other comprehensive income (loss)		(62)
Ending balance		(322)	(260)
As Previously Reported | Non-Controlling Interest
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance		78,650
Net loss		(9,174)
Conversion of Class C shares to Class A shares		(955)
Other comprehensive income (loss)		(47)
Ending balance		$ 68,474	$ 78,650
As Previously Reported | Class A Common Stock | Common Stock
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance (in shares)		91,674
Beginning balance		$ 9
Issuance of restricted stock, net of forfeitures and shares withheld for taxes (in shares)		832
Issuance of common stock in connection with the acquisition of business (in shares)		407
Conversion of Class C shares to Class A shares (in shares)		234
Ending balance (in shares)		93,147	91,674
Ending balance		$ 9	$ 9
As Previously Reported | Class C Common Stock | Common Stock
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance (in shares)		21,747
Beginning balance		$ 2
Conversion of Class C shares to Class A shares (in shares)		(234)
Ending balance (in shares)		21,513	21,747
Ending balance		$ 2	$ 2
Revision Adjustment
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss		200
Issuance of restricted stock, net of forfeitures and shares withheld for taxes		0
Issuance of common stock in connection with settlement of incentive plan		0
Conversion of Class C shares to Class A shares		0
Other comprehensive income (loss)		0
Stock-based compensation		198
Ending balance		398
Revision Adjustment | Additional Paid-In-Capital
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of restricted stock, net of forfeitures and shares withheld for taxes		281
Issuance of common stock in connection with settlement of incentive plan		160
Conversion of Class C shares to Class A shares		92
Stock-based compensation		(760)
Ending balance		(227)
Revision Adjustment | Accumulated Deficit
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss		150
Ending balance		150
Revision Adjustment | Accumulated Other Comprehensive Income
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Other comprehensive income (loss)		0
Ending balance		0
Revision Adjustment | Non-Controlling Interest
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss		50
Issuance of restricted stock, net of forfeitures and shares withheld for taxes		(281)
Issuance of common stock in connection with settlement of incentive plan		(160)
Conversion of Class C shares to Class A shares		(92)
Stock-based compensation		958
Ending balance		$ 475
Revision Adjustment | Class A Common Stock | Common Stock
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Ending balance (in shares)		0
Ending balance		$ 0
Revision Adjustment | Class C Common Stock | Common Stock
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Ending balance (in shares)		0
Ending balance		$ 0
As Revised
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss		(42,926)
Issuance of restricted stock, net of forfeitures and shares withheld for taxes		(1,730)
Issuance of common stock in connection with settlement of incentive plan		1,659
Conversion of Class C shares to Class A shares		0
Increase in tax receivable agreement liability		(441)
Other comprehensive income (loss)		(109)
Stock-based compensation		7,161
Ending balance		433,959
As Revised | Cumulative Effect, Period of Adoption, Adjustment
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance		(326)
Ending balance			(326)
As Revised | Additional Paid-In-Capital
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of restricted stock, net of forfeitures and shares withheld for taxes		(1,449)
Issuance of common stock in connection with settlement of incentive plan		1,819
Conversion of Class C shares to Class A shares		1,047
Increase in tax receivable agreement liability		(441)
Stock-based compensation		6,203
Ending balance		838,745
As Revised | Accumulated Deficit
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss		(33,802)
Ending balance		(473,424)
As Revised | Accumulated Deficit | Cumulative Effect, Period of Adoption, Adjustment
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance		(326)
Ending balance			$ (326)
As Revised | Accumulated Other Comprehensive Income
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Other comprehensive income (loss)		(62)
Ending balance		(322)
As Revised | Non-Controlling Interest
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss		(9,124)
Issuance of restricted stock, net of forfeitures and shares withheld for taxes		(281)
Issuance of common stock in connection with settlement of incentive plan		(160)
Conversion of Class C shares to Class A shares		(1,047)
Other comprehensive income (loss)		(47)
Stock-based compensation		958
Ending balance		$ 68,949
As Revised | Class A Common Stock | Common Stock
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of restricted stock, net of forfeitures and shares withheld for taxes (in shares)		832
Issuance of common stock in connection with the acquisition of business (in shares)		407
Conversion of Class C shares to Class A shares (in shares)		234
Ending balance (in shares)		93,147
Ending balance		$ 9
As Revised | Class C Common Stock | Common Stock
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Conversion of Class C shares to Class A shares (in shares)		(234)
Ending balance (in shares)		21,513
Ending balance		$ 2

Summary of Significant Accoun_9

Summary of Significant Accounting Policies - Schedule of Consolidated Statements of Cash Flows (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash Flows from Operating Activities
Net loss	$ (13,791)	$ (42,926)
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract]
Stock-based compensation	3,970	14,122
Deferred tax benefits	(656)	(7,869)
Accrued expenses and other liabilities	(3,654)	(5,057)
Other long-term liabilities	(587)	347
Net cash used in operating activities	$ (15,987)	(5,801)
As Previously Reported
Cash Flows from Operating Activities
Net loss		(43,126)
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract]
Stock-based compensation		13,925
Deferred tax benefits		(7,373)
Accrued expenses and other liabilities		(4,660)
Other long-term liabilities		(149)
Net cash used in operating activities		(5,801)
Revision Adjustment
Cash Flows from Operating Activities
Net loss		200
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract]
Stock-based compensation		197
Deferred tax benefits		(496)
Accrued expenses and other liabilities		(397)
Other long-term liabilities		496
Net cash used in operating activities		$ 0

Summary of Significant Accou_10

Summary of Significant Accounting Policies - Capital Resources and Liquidity (Details)	3 Months Ended
	Mar. 31, 2024 contract	Mar. 31, 2023	Dec. 31, 2023 customer
Product Information [Line Items]
Number of customers | customer			2
Google
Product Information [Line Items]
Number of contract	2
Google | Revenue Benchmark | Advertising Partner Risk
Product Information [Line Items]
Concentration risk, percentage	83%	89%
Google | Accounts Receivable | Advertising Partner Risk
Product Information [Line Items]
Concentration risk, percentage	68%	69%
Microsoft
Product Information [Line Items]
Number of contract	1
Yahoo | Accounts Receivable | Advertising Partner Risk
Product Information [Line Items]
Concentration risk, percentage	5%	6%

Goodwill, Internal-Use Softwa_3

Goodwill, Internal-Use Software Development Costs, Net, and Intangible Assets, Net - Narrative (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Goodwill	$ 82,407,000		$ 82,407,000
Goodwill impairment loss	0
Internal-use software development costs	4,200,000		$ 3,500,000
Impairment of intangible assets	0	$ 0
Computer software impairments	$ 0	$ 0
Weighted Average
Finite-Lived Intangible Assets [Line Items]
Weighted average amortization period	7 years

Goodwill, Internal-Use Softwa_4

Goodwill, Internal-Use Software Development Costs, Net, and Intangible Assets, Net - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 15,842	$ 13,788
Accumulated Amortization	(3,297)	(2,363)
Net Carrying Amount	12,545	11,425
Gross Carrying Amount	440,181	440,181
Accumulated Amortization	(161,845)	(143,180)
Net Carrying Amount	278,336	297,001
Developed technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	196,128	196,128
Accumulated Amortization	(106,613)	(94,354)
Net Carrying Amount	89,515	101,774
Trademarks and trade names
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	236,053	236,053
Accumulated Amortization	(50,950)	(45,050)
Net Carrying Amount	185,103	191,003
Software
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	5,100	5,100
Accumulated Amortization	(2,659)	(2,341)
Net Carrying Amount	2,441	2,759
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	2,900	2,900
Accumulated Amortization	(1,623)	(1,435)
Net Carrying Amount	$ 1,277	$ 1,465

Goodwill, Internal-Use Softwa_5

Goodwill, Internal-Use Software Development Costs, Net, and Intangible Assets, Net - Amortization Expense for Internal-Use Software Development Costs and Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense for internal-use software development	$ 934	$ 557
Amortization expense for intangible assets	$ 18,665	$ 18,665

Accrued Expenses and Other Cu_3

Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Accrued revenue share	$ 17,905	$ 16,365
Accrued marketing expenses	15,073	19,737
Accrued payroll and related benefits	8,205	13,751
Accrued professional fees	2,611	1,455
Deferred revenue	1,693	1,757
Accrued tax liability	1,352	1,233
Other liabilities	5,512	5,016
Accrued expenses and other current liabilities	$ 52,351	$ 59,314

Debt, Net - Narrative (Details)

Debt, Net - Narrative (Details) - USD ($) $ in Millions			3 Months Ended		9 Months Ended	42 Months Ended
	Jan. 17, 2024	Jan. 27, 2022	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2026	Dec. 31, 2025
Debt Instrument [Line Items]
Period of financial report distribution to lender			120 days
Additional remediate period			30 days
Revolving Credit Facility
Debt Instrument [Line Items]
Long-term line of credit		$ 50	$ 0
Debt Instrument covenant percentage		35%
Credit agreement, leverage ratio		5.40
Revolving Credit Facility | Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate				2.50%
Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate Floor
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate				0%
Term Loan
Debt Instrument [Line Items]
Long-term debt			$ 296.3
Debt instrument,discount percentage	64.20%
Term Loan | Revolving Credit Facility
Debt Instrument [Line Items]
Principle amount	$ 63.7
Debt instrument, repurchase amount	40.9
Debt outstanding amount	301.3
Estimated gain on the repurchase	$ 19.7
Term Loan | Revolving Credit Facility | Forecast
Debt Instrument [Line Items]
Amortization quarterly payment					$ 7.5	$ 5
Term Loan | Secured Debt
Debt Instrument [Line Items]
Term of loan		5 years 6 months
Principle amount		$ 400
Proceeds from term loan		$ 376
Term Loan and Revolving Facility | Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate		4.75%

Debt, Net - Schedule of Long-Te

Debt, Net - Schedule of Long-Term Debt Instruments (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Total Debt, net	$ 284,787	$ 349,503
Unamortized discount	11,500	14,700
Loan fees	600	800
Fair Value, Inputs, Level 2
Debt Instrument [Line Items]
Long-term debt, fair value	180,700	222,700
Term Loan | Secured Debt | Line of Credit
Debt Instrument [Line Items]
Total Debt, net	$ 284,787	$ 349,503

Income Taxes - Narrative (Detai

Income Taxes - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Income Tax Examination [Line Items]
Income tax expense (benefit)	$ (48)	$ (3,829)
Effective income tax rate reconciliation, (percent)	0.40%	11.20%
S1 Holdco, LLC
Income Tax Examination [Line Items]
TRA payment including interest amount	$ 0	$ 0
TRA payments due	$ 900		$ 800

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($) $ in Millions	Mar. 31, 2024	Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Obligated to pay, year one		$ 5
Obligated to pay, year two		$ 5
Remaining contractual obligated to be pay	$ 10

Fair Value Measurement - Schedu

Fair Value Measurement - Schedule of Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Public Warrants | Level 1 | Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Public Warrants	$ 2,438	$ 2,688

Net Loss Per Share - Basic And

Net Loss Per Share - Basic And Diluted Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Earnings Per Share [Abstract]
Net loss from continuing operations attributable to System1, Inc., Basic (in dollars per share)	$ (0.16)	$ (0.25)
Net loss from continuing operations attributable to System1, Inc., Diluted (in dollars per share)	(0.16)	(0.25)
Net loss from discontinued operations, net of tax attributable to System1, Inc., Basic (in dollars per share)	0	(0.11)
Net loss from discontinued operations, net of tax attributable to System1, Inc., Diluted (in dollars per share)	0	(0.11)
Basic net loss per share (in dollars per share)	(0.16)	(0.36)
Diluted net loss per share (in dollars per share)	$ (0.16)	$ (0.36)
Numerator:
Net loss from continuing operations attributable to System1, Inc.	$ (10,537)	$ (23,636)
Net loss from discontinued operations, net of tax attributable to System1, Inc.	0	(10,166)
Net loss attributable to System1, Inc.	$ (10,537)	$ (33,802)
Denominator:
Weighted-average common shares outstanding used in computing basic net loss per share (in shares)	67,781	92,771
Weighted-average common shares outstanding used in computing diluted net loss per share (in shares)	67,781	92,771

Net Loss Per Share - Narrative

Net Loss Per Share - Narrative (Details) - shares shares in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Public Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares (in shares)	16.8	16.8

Segment Reporting - Narrative (

Segment Reporting - Narrative (Details)	3 Months Ended
	Mar. 31, 2024 segment
Segment Reporting [Abstract]
Number of operating segments	2
Number of reportable segments	2

Segment Reporting - Schedule of

Segment Reporting - Schedule of Segment Reporting Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Segment Reporting Information [Line Items]
Total revenue	$ 84,917	$ 121,118
Adjusted gross profit	33,381	40,056
Other cost of revenue	2,162	1,891
Salaries and benefits	24,483	28,147
Selling, general, and administrative	12,728	14,855
Depreciation and amortization	19,804	19,392
Interest expense, net	7,970	11,402
Gain from debt extinguishment	(19,676)	0
Change in fair value of warrant liabilities	(251)	(1,409)
Loss before income tax	(13,839)	(34,222)
Owned and Operated Advertising
Segment Reporting Information [Line Items]
Total revenue	69,030	106,025
Adjusted gross profit	22,462	29,839
Partner Network
Segment Reporting Information [Line Items]
Total revenue	15,887	15,093
Adjusted gross profit	$ 10,919	$ 10,217

Segment Reporting - Schedule _2

Segment Reporting - Schedule of Revenues Disaggregated by Geographic Region (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue	$ 84,917	$ 121,118
United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue	81,682	117,199
Other countries
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue	$ 3,235	$ 3,919

Stock-Based Compensation - Tota

Stock-Based Compensation - Total Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Share-Based Payment Arrangement [Abstract]
Stock-based compensation expense	$ 3,970	$ 5,832

Stock-Based Compensation - Narr

Stock-Based Compensation - Narrative (Details) - CouponFollow Incentive Plan shares in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2024 USD ($) shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Cash EBITDA	$ 3.3
Recognized fixed amount	0.8
Short-term restricted cash	$ 2.8
Class A Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Issuance of common stock in connection with the acquisition of business (in shares) | shares	1
Aggregate fair value	$ 1.7
Difference between fair value of common stock issued to settle the earnout liability and the carrying value of the earnout liability	$ 0.5

Discontinued Operations - Narra

Discontinued Operations - Narrative (Details) $ / shares in Units, £ in Millions, $ in Millions		3 Months Ended
	Aug. 30, 2022 USD ($) shares	Mar. 31, 2024 USD ($) $ / shares shares	Mar. 31, 2024 GBP (£)	Dec. 31, 2023 $ / shares shares	Nov. 30, 2023 USD ($) $ / shares shares
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Common stock outstanding (in shares) | shares		21,204,000		21,513,000
Common stock, par value (in dollars per share) | $ / shares				$ 0.0001
Class A Common Stock
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Common stock outstanding (in shares) | shares		68,632,000		65,855,000
Common stock, par value (in dollars per share) | $ / shares		$ 0.0001
Paysafe | Related Party
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Credit card processing fees		$ 1.1
Just Develop It Limited | Related Party
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Monthly payment for desk occupancy | £			£ 0.1
Just Develop It Limited | Related Party | Waiver
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Quarterly payments	$ 10
Just Develop It Limited | Related Party | Waiver | Class A Common Stock
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of shares in waiver agreement (in shares) | shares	50,000,000
2023 Award Modification | Protected Incentive Plan | Class A Common Stock
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Incentive plan for eligible recipients total	$ 100
Cash rewards	$ 20
JDIL | Discontinued Operations, Held-for-sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from sale					$ 240
Common stock outstanding (in shares) | shares					29,100,000
JDIL | Discontinued Operations, Held-for-sale | Class A Common Stock
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Common stock, par value (in dollars per share) | $ / shares					$ 0.0001

Discontinued Operations - State

Discontinued Operations - Statements of Operations (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Net loss from discontinued operations	$ 0	$ (10,166)
JDIL | Discontinued Operations, Held-for-sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Revenue	46,736
Cost of revenue (excluding depreciation and amortization)	37,449
Salaries and benefits	10,547
Selling, general, and administrative	2,317
Depreciation and amortization	9,982
Total operating expenses	60,295
Operating loss	(13,559)
Other expense, net	49
Loss from discontinued operations before income taxes	(13,608)
Income tax benefit	(1,075)
Net loss from discontinued operations	$ (12,533)

Discontinued Operations - Depre

Discontinued Operations - Depreciation, Amortization, Capital Expenditures (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Income Loss Ongoing Equity Method Investment In Discontinued Operation After Disposal Extensible Enumeration Not Disclosed Flag	Stock-based compensation
JDIL | Discontinued Operations, Held-for-sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Depreciation and amortization	$ 9,982
Stock-based compensation	8,290
Capital expenditures	$ 496