TIDMSYS1

RNS Number : 7901V

System1 Group PLC

06 December 2023

Press Release

6 December 2023

System1 Group PLC (AIM: SYS1)

("System1" or "the Group" or "the Company")

Unaudited interim results for the six months ended 30 September 2023

System1 Group the marketing decision-making platform www.system1group.com announces its unaudited interim results for the six months ended 30 September 2023 ("H1", "H1 FY24").

 
                                               H1       H1 
                                             FY24     FY23   Change** 
                                             GBPm     GBPm          % 
                                          -------  -------  ========= 
 Management Basis* 
 
 Revenue                                     13.3     10.5        27% 
                                          =======  =======  ========= 
 Gross Profit                                11.7      8.5        37% 
 Adjusted Operating Costs                   (9.8)    (8.9)        10% 
 Adjusted Profit/(Loss)before Taxation        1.9    (0.4)         NM 
                                          =======  =======  ========= 
 
 Statutory Basis 
 
 Revenue                                     13.3     10.5        27% 
                                          =======  =======  ========= 
 Gross Profit                                11.7      8.5        37% 
 Operating Costs                           (11.1)    (8.6)        27% 
 Other Operating Income                       0.3      0.1        47% 
                                          =======  =======  ========= 
 Profit before Taxation                       0.9      0.0         NM 
 Income Tax Expense                         (0.3)    (0.2)        46% 
 Profit/(Loss) for the Period                 0.6    (0.2)         NM 
                                          =======  =======  ========= 
 Diluted Earnings per Share                  4.9p   (1.7p) 
 
 

* Adjusted Operating Costs exclude impairment, other interest, share based payments, bonuses and commissions, severance costs, IP litigation costs, and other staff costs (sabbatical and holiday provisions). Adjusted Profit/(Loss) Before Taxation is Gross Profit less Adjusted Operating Costs and excludes Other Operating Income. Adjusted figures exclude items, positive and negative, that impede easy understanding of underlying performance. Details can be found in note 12 of the interim statements.

** Percentages and totals are based on numbers rounded to GBP'000s

H1 Highlights

-- Platform revenue (Predict Your and Improve Your) grew 44% on H1 FY23 to GBP10.9m and represented 82% of total revenue (H1 FY23: 73%). Total revenue increased by 27%.

   --      Revenue growth in all regions including the Americas. 

-- New partnerships launched with Pinterest, Finecast, JC Decaux and Teads, contributing to strong growth in ad testing revenue.

   --      Increased focus on non-TV format ad testing with the launches of TYA Digital, TYA Audio. 
   --      Innovation product launches during calendar 2024. 
   --      136 new platform clients in H1 (H1 FY23: 69) and improved retention of existing customers. 
   --      Cost of sales down 17% due to platform and supply chain efficiencies. 
   --      Gross profit margin increased to 87.8% (H1 FY23: 81.5%). 
   --      Average H1 headcount down 6% to 143 (H1 FY23: 152). 

-- Benefits of operational gearing and our scalable business model showing through: Adjusted profit before taxation increased to GBP1.9m (H1 FY23: GBP0.4m loss); GBP0.9m statutory profit before tax (H1 FY23: GBP0.0m).

-- GBP0.6m free cash flow in H1 (H1 FY23: outflow of GBP2.6m). Cash balance of GBP6.3m as at 30 September 2023 (31 March 2023: GBP5.7m).

   --      Diluted and basic earnings per share 4.9p (H1 FY23 diluted and basic loss per share: 1.7p). 

Current Trading & Outlook

-- Second half of the year has started well, and at this stage we expect H2 revenue to exceed H1.

-- Gross profit margin to date remains close to that achieved in H1, and well above recent historic levels.

-- Despite a difficult economic environment in some key markets, and challenging conditions for media owners and advertisers, we believe System1 can continue to grow profitably by gaining market share from large incumbents that we believe have less predictive products.

System1 CEO James Gregory commented:

"One year after our strategic review there are signs that the Company's fame-building activity and renewed focus on execution are working. We are helping even more of the world's largest advertisers make confident creative decisions and won over 100 new clients in H1, including a global top three advertiser, a leading global breakfast foods company, a leading European car manufacturer, a leading budget airline, a 'big four' UK supermarket, and a multinational consumer goods company. Platform revenue comprised 82% of total revenue in H1, ahead of our plan and well above last year's level."

Further information on the Company can be found at www.system1group.com.

This announcement contains inside information for the purposes of article 7 of the Market Abuse Regulation (EU) 596/2014 as amended by regulation 11 of the Market Abuse (Amendment) (EU Exit) Regulations 2019/310. With the publication of this announcement, this information is now considered to be in the public domain.

For further information, please contact:

 
 System1 Group PLC                          Tel: +44 (0)20 7043 1000 
 James Gregory, CEO 
  Chris Willford, Chief Financial Officer 
 
 Canaccord Genuity Limited                  Tel: +44 (0)20 7523 8000 
 Simon Bridges / Andrew Potts/ Harry Rees 
 

Interim Statement

Financial Performance

 
 KPIs                                  H1 FY24   H1 FY23 
 Platform Revenue as a % total 
  Revenue                                   82        73 
 Platform Revenue growth %                  44        33 
 Gross Profit % Revenue                   87.8      81.5 
 Adjusted EBITDA GBPm (1)                  1.7       0.8 
 Adjusted EBITDA % Revenue                  13         8 
 "Rule of 40" (2)                           57        42 
 Free cash flow(3)                         0.6     (2.7) 
 Net cash GBPm                             6.3       5.7 
 
 

(1) Statutory profit before taxation + share-based payments + interest, depreciation and amortisation

(2) Platform Revenue growth % + Adjusted Group EBITDA % Group Revenue

(3) Cash flow after interest and before debt raising/reduction, buybacks/dividends.

Total revenue increased by 27% and Platform revenue (Predict Your and Improve Your) grew 44% on H1 FY23 to GBP10.9m and represented 82% of total revenue (H1 FY23: 73%). Revenue grew in all regions including the Americas. In the US platform revenue rose by 32% and total revenue by 22%.

New "fame" partnerships were launched with Pinterest, Finecast, JC Decaux and Teads, contributing to strong growth in ad testing revenue, which was 48% higher than in H1 FY23.

We launched new non-TV ad testing formats in H1 including TYA Digital and TYA Audio and are planning Innovation product launches during calendar 2024.

Our fame-building, products and partnerships helped the Company to win 136 new platform clients in H1 (H1 FY23: 69). Furthermore, we retained 128 existing H1 platform clients in H1 compared with 99 in H1 FY23.

Gross profit margin increased from 81.5% in H1 FY23 to 87.8% due to platform and supply chain efficiencies, price increases and favourable product and geographic mix versus the comparable period.

Adjusted Operating Costs increased by 10% versus H1 last year due to increased marketing expenditure, costs relating to enhanced ongoing sector and geographic coverage of the TYA Premium database, and lower net capitalisation of IT development costs.

Statutory basis costs increased by GBP2.4m on H1 FY23, reflecting, in addition to the Adjusted Operating Costs, performance-related pay compared to a very low H1 FY23 base, adverse currency effects, and a GBP0.1m provision against rent deposits made by System1 in respect of WeWork office leases.

Overall average headcount decreased by 6% to 143 FTE with increases in Sales & Marketing more than offset by reductions in Operations and IT.

Intellectual Property Litigation

On 30 June 2023 the Company announced that a settlement had been reached with System1 Inc regarding the use of the "System1" trademark. The parties have signed a global agreement which governs the co-existence of their respective use of the "System1" mark in connection with their operations. As part of this agreement, the Company is receiving a fixed undisclosed payment payable in instalments. The first instalment due under this agreement was received in August 2023 and has been recognised in other operating income. The parties have agreed to keep further detail of their agreement confidential.

Tax

The Group has recognised a tax charge of GBP0.3m in the six months to 30 September 2023 (H1 FY23: tax charge of GBP0.2m). The H1 FY24 figure includes a receipt of GBP0.2m in respect of R&D tax credit claims in the UK. The tax charge arises from trading profits in non-UK jurisdictions which cannot be offset against trading losses elsewhere.

Earnings Per Share

Diluted and Basic Earnings per Share improved from a loss of 1.7p to an H1 FY24 earnings per share of 4.9p, in line with the increase in profits for H1 FY24.

Cash

The Group ended the period with cash balances of GBP6.3m, and no borrowings (FY23: net cash of GBP5.7m). Free cash flow after property lease costs and interest income amounted to an inflow of GBP0.6m in the first half (H1: FY23: outflow of GBP2.7m).

Balance Sheet

Total equity increased to GBP9.3m (31 March 2023: GBP8.6m), arising from the year-to-date post-tax profit of GBP0.6m and a small GBP0.1m gain on foreign currency reserves. Intangible assets have increased by GBP0.3m as a result of the capitalisation of GBP0.5m of certain platform development costs, offset by amortisation charges on completed projects.

Current Trading & Outlook

The second half of the year has started well, and at this stage we expect H2 revenue to exceed H1. The gross profit margin in the third quarter to date remains close to that achieved in H1, and well above recent historic levels. Despite a difficult economic environment in some key markets, and challenging conditions for media owners and advertisers, we believe System1 can continue to grow profitably by gaining market share from large incumbents that we believe have less predictive products.

 
 James Gregory                Chris Willford 
  Chief Executive Officer      Chief Financial Officer 
 

Condensed Consolidated Income Statement

for the 6 months ended 30 September 2023

 
                                                                     Note     Sep-23                Sep-22 
                                                                             GBP'000               GBP'000 
                                                                           ---------  -------------------- 
 
 Revenue                                                                3     13,305                10,496 
 Cost of sales                                                               (1,620)               (1,946) 
                                                                           ---------  -------------------- 
 Gross profit                                                                 11,685                 8,550 
 
 Administrative expenses                                                    (11,070)               (8,696) 
 Other operating income                                                          330                   224 
 
 Operating profit                                                                945                    78 
 
 Finance expense                                                                (20)                  (84) 
 
 Profit/(Loss) before taxation                                                   925                   (6) 
 
 Income tax expense                                                            (298)                 (204) 
 
 Profit/(Loss) for the period                                                    627                 (210) 
                                                                           =========  ==================== 
 
 
 Attributable to the equity holders of the Company                               627                 (210) 
                                                                           ---------  -------------------- 
 
 Earnings per share attributable to equity holders of the Company 
 
 Basic earnings/(loss) per share                                        4       4.9p                (1.7p) 
 Diluted earnings/(loss) per share                                      4       4.9p                (1.7p) 
 

CONDENSED Consolidated Statement of Comprehensive Income

for the 6 months ended 30 September 2023

 
                                                                                             Sep-23           Sep-22 
                                                                                            GBP'000          GBP'000 
                                                                                           ========  =============== 
 
 Profit/(loss) for the period                                                                   627            (210) 
                                                                                           ========  =============== 
 
 Other comprehensive income: 
 Items that may be subsequently reclassified to profit/(loss) 
 Currency translation differences on translating foreign operations                              57              447 
                                                                                           --------  --------------- 
 Other comprehensive income for the period, net of tax                                           57              447 
 
 
 Total comprehensive income for the period attributable to equity holders of the Company        684              237 
                                                                                           ========  =============== 
 
 
 

CONDENSED Consolidated Balance Sheet

as at 30 September 2023

Registered no. 05940040

 
                                             Note    Sep-23           Mar-23 
                                                    GBP'000          GBP'000 
                                                   --------  --------------- 
 
 ASSETS 
 Non-current assets 
 Property, plant, and equipment                 7       735            1,162 
 Intangible assets                              8     1,650            1,396 
 Deferred tax asset                                     132              203 
                                                   --------  --------------- 
                                                      2,517            2,761 
 Current assets 
 Contract assets                                        170              102 
 Trade and other receivables                          6,563            6,344 
 Income taxes receivable                                 74               55 
 Cash and cash equivalents                            6,281            5,719 
                                                   --------  --------------- 
                                                     13,088           12,220 
 
 Total assets                                        15,605           14,981 
                                                   ========  =============== 
 
 EQUITY 
 Attributable to equity holders of the Company 
 Share capital                                 10       132              132 
 Share premium account                                1,601            1,601 
 Merger reserve                                         477              477 
 Foreign currency translation reserve                   480              423 
 Retained earnings                                    6,641            5,974 
                                                   --------  --------------- 
 Total equity                                         9,331            8,607 
                                                   --------  --------------- 
 
 LIABILITIES 
 Non-current liabilities 
 Provisions                                             329              353 
 Lease liabilities                              9         -              362 
                                                   --------  --------------- 
                                                        329              715 
 Current liabilities 
 Provisions                                              96              101 
 Lease liabilities                              9       922            1,094 
 Contract liabilities                                   796              764 
 Trade and other payables                             4,131            3,700 
                                                   --------  --------------- 
                                                      5,945            5,659 
 
 Total liabilities                                    6,274            6,374 
 Total equity and liabilities                        15,605           14,981 
                                                   ========  =============== 
 
 

CONDENSED Consolidated Statement of Cash Flows

for the 6 months ended 30 September 2023

 
                                                                    Note          Sep-23          Sep-22 
                                                                                 GBP'000         GBP'000 
                                                                          --------------  -------------- 
 
 Net cash generated from/(used in) operations                         11           1,900         (1,297) 
 Tax paid                                                                          (252)           (187) 
                                                                          --------------  -------------- 
 Net cash generated from/(used in) operating activities                            1,648         (1,484) 
 
 Cash flows from investing activities 
 Purchases of property, plant, and equipment                           7            (38)             (3) 
 Purchase of intangible assets                                         8           (500)           (654) 
                                                                          --------------  -------------- 
 Net cash used by investing activities                                             (538)           (657) 
 
 Net cash flow before financing activities                                         1,110         (2,141) 
 
 Cash flows from financing activities 
 Interest paid                                                                      (20)            (84) 
 Property lease liability payments                                                 (533)           (433) 
 Purchase of own shares                                                                -           (135) 
                                                                          --------------  -------------- 
 Net cash used by financing activities                                             (553)           (652) 
 
 Net increase/(decrease) in cash and cash equivalents                                557         (2,793) 
 
 Cash and cash equivalents at beginning of period                                  5,719          11,174 
 Exchange gain on cash and cash equivalents                                            5             683 
 
 Cash and cash equivalents at end of period                                        6,281           9,064 
                                                                          ==============  ============== 
 
                                                                                  Sep-23          Sep-22 
                                                                                 GBP'000         GBP'000 
                                                                          --------------  -------------- 
 
 Net cash flow before financing activities                                         1,110         (2,141) 
 Net cash flow for property leases                                                 (553)           (468) 
 Operating cash flow                                                                 557         (2,609) 
                                                                          --------------  -------------- 
 
 

Consolidated Statement of Cash Flows (continued)

for the 6 months ended 30 September 2023

Consolidated Movements in Net Cash/(Debt)

 
                                         Cash and cash equivalents      Borrowings   Lease liabilities         Total 
                                                           GBP'000         GBP'000             GBP'000       GBP'000 
                                        --------------------------  --------------  ------------------  ------------ 
 
 At 1 April 2022                                            11,174         (2,500)             (2,508)         6,166 
 Cash flows                                                (2,793)               -                 478       (2,315) 
 Non-cash charges 
   Interest on lease liabilities                                 -               -                (45)          (45) 
  Exchange and other non-cash 
   movements                                                   683               -                   -           683 
 At 30 September 2022                                        9,064         (2,500)             (2,075)         4,489 
                                        ==========================  ==============  ==================  ============ 
 

Consolidated Movements in Net Cash/(Debt)

 
                                         Cash and cash equivalents      Borrowings   Lease liabilities         Total 
                                                           GBP'000         GBP'000             GBP'000       GBP'000 
                                        --------------------------  --------------  ------------------  ------------ 
 
 At 1 April 2023                                             5,719               -             (1,456)         4,263 
 Cash flows                                                    557               -                 553         1,110 
 Non-cash charges 
   Interest on lease liabilities                                 -               -                (20)          (20) 
  Exchange and other non-cash 
   movements                                                     5               -                   1             6 
 At 30 September 2023                                        6,281               -               (922)         5,359 
                                        ==========================  ==============  ==================  ============ 
 

Consolidated Statement of Changes in Equity

for the 6 months ended 30 September 2023

 
                                                                            Foreign 
                                                                           currency 
                                     Share premium                      translation         Retained 
                    Share capital          account   Merger reserve         reserve         earnings           Total 
                          GBP'000          GBP'000          GBP'000         GBP'000          GBP'000         GBP'000 
                   --------------  ---------------  ---------------  --------------  ---------------  -------------- 
 
 At 1 April 2022              132            1,601              477             196            5,857           8,263 
 
 Loss for the 
  period                        -                -                -               -            (210)           (210) 
 Other 
 comprehensive 
 income: 
 - currency 
  translation 
  differences                   -                -                -             447                -             447 
 
 Total 
  comprehensive 
  income                        -                -                -             447            (210)             237 
 
 Transactions 
 with owners: 
 Employee share 
 options: 
 - value of 
  employee 
  services                      -                -                -               -              182             182 
 Purchase of own 
  shares                                                                                       (135)           (135) 
 
 At 30 September 
  2022                        132            1,601              477             643            5,694           8,547 
                   ==============  ===============  ===============  ==============  ===============  ============== 
 
 At 1 April 2022              132            1,601              477             196            5,857           8,263 
 
 Profit for the 
  period                        -                -                -               -              404             404 
 Other 
 comprehensive 
 income: 
 - currency 
  translation 
  differences                   -                -                -             227                -             227 
 
 Total 
  comprehensive 
  income                        -                -                -             227              404             631 
 
 Transactions 
 with owners: 
 Employee share 
 options: 
 - value of 
  employee 
  services                      -                -                -               -            (153)           (153) 
 Purchase of own 
  shares                                                                                       (134)           (134) 
 
 At 31 March 2023             132            1,601              477             423            5,974           8,607 
                   ==============  ===============  ===============  ==============  ===============  ============== 
 
 
 At 1 April 2023              132            1,601              477             423            5,974           8,607 
 
 Profit for the 
  period                        -                -                -               -              627             627 
 Other 
 comprehensive 
 income: 
 - currency 
  translation 
  differences                   -                -                -              57                -              57 
 
 Total 
  comprehensive 
  income                        -                -                -              57              627             684 
 
 Transactions 
 with owners: 
 Employee share 
 options: 
 - value of 
  employee 
  services                      -                -                -               -               40              40 
 
 At 30 September 
  2023                        132            1,601              477             480            6,641           9,331 
                   ==============  ===============  ===============  ==============  ===============  ============== 
 
 

Notes to the Condensed Consolidated Financial Statements

for the 6 months ended 30 September 2023

System1 Group PLC (the "Company") was incorporated on 19 September 2006 in the United Kingdom. The Company's principal operating subsidiary, System1 Research Limited, was at that time already established, having been incorporated on 29 December 1999. The address of the Company's registered office is 4 More London Riverside, London, UK SE1 2AU. The Company's shares are listed on the AIM Market of the London Stock Exchange ("AIM").

The Company and its subsidiaries (together the "Group") provide predictive marketing data and market research consultancy.

The Board of Directors approved these interim financial statements for the six months ended 30 September 2023 for issuance on 6 December 2023.

The financial information set out in this interim report does not constitute statutory accounts as defined in Section 434 of the Companies Act 2006 and is unaudited. The Group's latest statutory financial statements were for the year ended 31 March 2023 and these have been approved by the Board of Directors and filed with the Registrar of Companies. These accounts, which contained an unqualified audit report under Section 495, did not include a reference to any matters to which the auditor drew attention by way of emphasis of matter and did not contain a statement under Section 498 (2) or (3) of the Companies Act 2006.

   1.   Basis of Preparation 

This condensed consolidated interim financial information has been prepared in accordance with UK adopted IAS 34 Interim Financial Reporting and on the going concern basis. The Group is mindful of the current economic backdrop in Europe, and the Board continues to review the performance of the Group monthly, and senior management has a weekly assessment of sales revenue and gross profit. The Group also prepares and reviews cash flow forecasts and is confident that the going concern assessment remains appropriate. The results presented in this report are unaudited and they have been prepared in accordance with the recognition and measurement principles of UK-adopted International Accounting Standards that are expected to be applicable to the financial statements for the year ending 31 March 2024 and on the basis of the accounting policies to be used in those financial statements. The condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the Group's annual financial statements, being the statutory financial statements for System1 Group plc, as at 31 March 2023, which have been prepared in accordance with UK adopted International Accounting Standards with the requirements of the Companies Act 2006 as applicable to companies reporting under those standards.

The preparation of financial statements in accordance with UK-adopted International Accounting Standards ("UK-adopted IFRS") requires the use of certain critical accounting estimates.

   2.   Principal accounting policies 

The principal accounting policies adopted are consistent with those of the financial statements for the year ended 31 March 2023.

   3.   Segment Information 

The financial performance of the Group's geographic operating units ("Reportable Segments") is set out below.

 
                               Sep-23        Sep-22 
                            ------------  ------------ 
                                 Revenue       Revenue 
                                 GBP'000       GBP'000 
                            ------------  ------------ 
 
 By location of customer 
 Americas                          4,748         4,050 
 United Kingdom                    5,610         3,844 
 Rest of Europe                    2,182         1,864 
 APAC                                765           738 
                            ------------  ------------ 
                                  13,305        10,496 
 

*Segmental revenue is revenue generated from external customers and so excludes intercompany revenue and is attributable to geographical areas based upon the location in which the service is delivered.

Consolidated balance sheet information is regularly provided to the Executive Directors while segment balance sheet information is not. Accordingly, the Company does not disclose segment balance sheet information here.

 
                                           Sep-23         Sep-22 
                                        ------------  -------------- 
                                                             Revenue 
                                             Revenue    *As restated 
                                             GBP'000         GBP'000 
                                        ------------  -------------- 
 
 By product variant 
 Predict Your (data)                           9,036           6,175 
 Improve Your (data-led consultancy)           1,902           1,447 
                                        ------------  -------------- 
 Standard (platform revenue)                  10,938           7,622 
 Other consultancy (non-platform)              2,367           2,874 
                                        ------------  -------------- 
                                              13,305          10,496 
 
 By product group 
 Communications (Ad Testing)                  10,377           7,022 
 Brand (Brand Tracking)                        1,420           1,865 
 Innovation                                    1,508           1,609 
                                        ------------  -------------- 
                                              13,305          10,496 
 

*Following the expansion of the Group's data and platform-led offering, revenue segments in respect of "By product variant" were revised during the second half of the year ended 31 March 2023 to reflect the new structure of the Group's internal reporting. The comparatives have been re-stated accordingly.

   4.   Earnings Per Share 
 
                                                                                  Sep-23       Sep-22 
                                                                             -----------  ----------- 
 
 Profit/(Loss) attributable to equity holders of the Company, in GBP'000             627        (210) 
 Weighted average number of Ordinary Shares in issue                          12,678,929   12,717,762 
 Basic earnings/(loss) per share                                                    4.9p       (1.7p) 
 
 Profit/(Loss) attributable to equity holders of the Company, in GBP'000             627        (210) 
 Weighted average number of Ordinary Shares in issue                          12,678,929   12,717,762 
 Share options*                                                                   12,823       13,000 
                                                                             -----------  ----------- 
 Weighted average number of Ordinary Shares for diluted earnings per share    12,691,752   12,730,762 
 Diluted earnings/(loss) per share                                                  4.9p       (1.7p) 
 

* The impact of share options is anti-dilutive in the period ended 30 September 2022 due to the loss.

   5.   Headcount 

The average number of staff employed by the Group during the period was as follows:

 
                              Sep-23        Sep-22 
                                 No.           No. 
                        ------------  ------------ 
 
 Sales and marketing              50            47 
 Operations                       39            45 
 IT                               32            38 
 Administration                   22            22 
                        ------------  ------------ 
                                 143           152 
 
   6.   Dividends 

The Company did not pay dividends in the six months ended 30 September 2023 and 30 September 2022. The Company does not propose the payment of an interim dividend.

No dividends were paid to the Company's directors.

   7.   Property, Plant, and Equipment 
 
                                                                   Furniture and 
                                       Right-of-use assets              fixtures   Computer hardware             Total 
                                                   GBP'000               GBP'000             GBP'000           GBP'000 
                                      --------------------  --------------------  ------------------  ---------------- 
 
 At 1 April 2022 
 Cost                                                3,555                    33                 192             3,780 
 Accumulated depreciation                          (1,584)                  (29)               (113)           (1,726) 
                                      --------------------  --------------------  ------------------  ---------------- 
 Net book value                                      1,971                     4                  79             2,054 
 
 Net book value, at 1 April 2022                     1,971                     4                  79             2,054 
 Additions                        -                      -                     -                  30                30 
 Foreign exchange                 -                     49                     -                   2                51 
 Depreciation charge for the year                    (894)                   (3)                (76)             (973) 
                                      --------------------  --------------------  ------------------  ---------------- 
 Net book value, at 31 March 2023                    1,126                     1                  35             1,162 
 
 At 31 March 2023 
 Cost                                                2,050                    11                 206             2,267 
 Accumulated depreciation                            (924)                  (10)               (171)           (1,105) 
                                      --------------------  --------------------  ------------------  ---------------- 
 Net book value                                      1,126                     1                  35             1,162 
                                      ====================  ====================  ==================  ================ 
 
 At 1 April 2023 
 Cost                                                2,050                    11                 206             2,267 
 Accumulated depreciation                            (924)                  (10)               (171)           (1,105) 
                                      --------------------  --------------------  ------------------  ---------------- 
 Net book value                                      1,126                     1                  35             1,162 
 
 Net book value, at 1 April 2023                     1,126                     1                  35             1,162 
 Additions                                               -                     -                  38                38 
 Foreign exchange                                        1                     -                   -                 1 
 Depreciation charge for the year                    (440)                     -                (26)             (466) 
                                      --------------------  --------------------  ------------------  ---------------- 
 Net book value, at 30 September 
  2023                                                 687                     1                  47               735 
 
 At 30 September 
 2023 
 Cost                                                2,061                    11                 244             2,316 
 Accumulated depreciation                          (1,374)                  (10)               (197)           (1,581) 
 Net book value                                        687                     1                  47               735 
                                      ====================  ====================  ==================  ================ 
 
 

No impairment charges or reversals have been recorded in the six months ended 30 September 2023, and there have been no substantive changes to leasehold arrangements.

   8.   Intangible assets 
 
                                          Development costs   Software licences             Total 
                                                    GBP'000             GBP'000           GBP'000 
                                         ------------------  ------------------  ---------------- 
 
 At 1 April 2022 
 Cost                                                     -                 525               525 
 Accumulated depreciation                                 -               (143)             (143) 
                                         ------------------  ------------------  ---------------- 
 Net book value                                           -                 382               382 
 
 Net book value, at 1 April 2022                          -                 382               382 
 Additions                                            1,225                   -             1,225 
 Depreciation charge for the year                     (101)               (110)             (211) 
                                         ------------------  ------------------  ---------------- 
 Net book value, at 31 March 2023                     1,124                 272             1,396 
 
 At 31 March 2023 
 Cost                                                 1,225                 525             1,750 
 Accumulated depreciation                             (101)               (253)             (354) 
                                         ------------------  ------------------  ---------------- 
 Net book value                                       1,124                 272             1,396 
                                         ==================  ==================  ================ 
 
 At 1 April 2023 
 Cost                                                 1,225                 525             1,750 
 Accumulated depreciation                             (101)               (253)             (354) 
                                         ------------------  ------------------  ---------------- 
 Net book value                                       1,124                 272             1,396 
 
 Net book value, at 1 April 2023                      1,124                 272             1,396 
 Additions                                              500                   -               500 
 Depreciation charge for the year                     (194)                (52)             (246) 
                                         ------------------  ------------------  ---------------- 
 Net book value, at 30 September 2023                 1,430                 220             1,650 
 
 At 30 September 2023 
 Cost                                                 1,725                 525             2,250 
 Accumulated depreciation                             (295)               (305)             (600) 
 Net book value                                       1,430                 220             1,650 
                                         ==================  ==================  ================ 
 
 

In the 12 months to 31 March 2023, the Company capitalised GBP1,225k of costs related to the development of the "Test Your" platform (carrying value GBP865k at 31 March 2023), which completed during the year ended 31 March 2023, and the Supply Chain Automation platform (carrying value GBP259k at 31 March 2023), which is due for completion in the year ended 31 March 2024. A further GBP500k has been capitalised in respect of the Supply Chain Automation project in the six months ended 30 September 2023.

Development costs in respect of completed projects are tested for impairment where impairment indicators exist. Development costs in respect of ongoing projects are tested for impairment at each reporting date. The carrying value of the assets in each case are assigned to their respective cash generating units for the purposes of assessing future cashflows. The principal assumptions used in the forecasts were the timing and amount of future revenues and cost savings, which were derived from the latest forecasts approved by the Board. Following the assessment, the Board have determined that no impairment of assets is required at 30 September 2023. Capitalised platform development costs are being amortised over a 3-year period.

   9.   Borrowings 

The analysis of the maturity of lease liabilities is as follows:

 
                                                   Sep-23         Mar-23 
                                                  GBP'000        GBP'000 
                                           --------------  ------------- 
 
 Within one year                                      934          1,031 
 Later than 1 but no later than 5 years                 -            457 
 More than 5 years                                      -              - 
                                           --------------  ------------- 
 Minimum lease payments                               934          1,488 
 Future finance charges                              (12)           (32) 
                                           --------------  ------------- 
 Recognised as a liability                            922          1,456 
 
 The present value of finance lease liabilities is as follows: 
 
                                                   Sep-23         Mar-23 
                                                  GBP'000        GBP'000 
                                           --------------  ------------- 
 
 Within one year                                      922          1,094 
 Later than 1 but no later than 5 years                 -            362 
 More than 5 years                                      -              - 
                                           --------------  ------------- 
                                                      922          1,456 
 

On 22 February 2023, the Company entered into an Overdraft Facility with HSBC. The facility of up to a maximum of GBP1,500,000, is secured over the Company's trade receivables, and incurs interest at 3% above the Bank of England base rate on drawn balances. The facility has no fixed end date and can be cancelled by either party at any time. During the period ended 30 September 2023, the Company has not drawn any amounts under the facility, and no amounts have been drawn to the date of the signing of these financial statements.

10. Share Capital

The share capital of System1 Group PLC consists only of fully paid Ordinary Shares ("Shares") with a par value of one penny each. All Shares are equally eligible to receive dividends and the repayment of capital and represent one vote at the Annual General Meeting.

 
                                               Sep-23                                        Mar-23 
                           ----------------------------------------------  ----------------------------------------- 
                                             No.                  GBP'000               No.                  GBP'000 
                           ---------------------  -----------------------  ----------------  ----------------------- 
 
 Allotted, called up, and 
  fully paid ordinary 
  shares                              13,226,773                      132        13,226,773                      132 
 At 1 April and at 30 
 September 
 
                                               Sep-23                                        Mar-23 
                           ----------------------------------------------  ----------------------------------------- 
                                                         Weighted average                           Weighted average 
                                                       exercise price per                         exercise price per 
                                 Treasury shares                    share   Treasury shares                    share 
                                             No.                    Pence               No.                    Pence 
                           ---------------------  -----------------------  ----------------  ----------------------- 
 Shares held by Treasury 
 At 1 April                        547,844                                          487,151 
 Purchase of treasury 
  shares                                       -                                     60,693 
 Transfer of shares to                                                                                             - 
 satisfy options exercise                      -                        -                 - 
                           ---------------------                           ---------------- 
 At 30 September                   547,844                                          547,844 
 

11. Net Cash Generated from Operations

 
                                                             Sep-23          Sep-22 
                                                            GBP'000         GBP'000 
                                                     --------------  -------------- 
 
 Profit/(loss) before taxation                                  925             (6) 
 Depreciation of property, plant, and equipment                 466             496 
 Amortisation and impairment of intangible assets               246              58 
 Interest paid                                                   20              84 
 Share-based payment expense                                     40             182 
 (Increase)/decrease in contract assets                        (69)              47 
 Increase in trade and other receivables                      (219)         (1,001) 
 Increase/(decrease) in trade and other payables                432           (819) 
 Increase in deferred income                                     32              51 
 Decrease in provisions                                        (29)            (65) 
 Exchange differences on operating items                         56           (324) 
 Net cash generated from/(used in) operations                 1,900         (1,297) 
                                                     ==============  ============== 
 
 

12. Reconciliation between Operating Costs and Adjusted Operating Costs:

 
                                                Sep-23             Sep-22 
                                               GBP'000            GBP'000 
                                  --------------------  ----------------- 
 
 Administrative expenses                        11,070              8,696 
 Finance expense                                    20                 84 
                                  --------------------  ----------------- 
 Total operating costs                          11,090              8,780 
                                  ====================  ================= 
 
 Less: Adjusting items 
 Compensation for loss of 
  office                                            35                  - 
 Bonus and commissions expense                   1,124                 64 
 Share-based payment expense*                       52                189 
 Other interest expense                              -                 48 
 Other staff costs                                (22)                  5 
 Foreign exchange loss/(gain)                       74              (490) 
 Trademark litigation                               20                  9 
                                  --------------------  ----------------- 
                                                 1,283              (175) 
 
 Adjusted operating costs                        9,807              8,955 
                                  ====================  ================= 
 
 

*Inclusive of social security accrued in respect of share options

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December 06, 2023 02:00 ET (07:00 GMT)

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