Picture of System1 logo

SYS1 System1 News Story

0.000.00%
gb flag iconLast trade - 00:00
Consumer CyclicalsSpeculativeSmall CapHigh Flyer

REG - System1 Group PLC - Interim Results

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20221130:nRSd0035Ia&default-theme=true

RNS Number : 0035I  System1 Group PLC  30 November 2022

Press Release

30 November 2022

 

System1 Group PLC (AIM: SYS1)

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

 
Unaudited interim results for the six months ended 30 September 2022

 

System1 Group announces its unaudited interim results for the six months ended
30 September 2022 ("H1") and provides an update on its strategic review (the
"Review").

 

                                             Sep-22   Sep-21                      Change**
                                             £m       £m                          %
 Management Basis*

 Revenue                                      10.5               12.4             -15%
 Gross Profit                                 8.5                10.4             -18%
 Adjusted Operating Costs                     (8.9)              (9.1)            -2%
 Adjusted (Loss)/Profit before Taxation       (0.4)               1.3             -131%

 Statutory Basis

 Revenue                                      10.5               12.4             -15%
 Gross Profit                                 8.5                10.4             -18%
 Operating Costs                              (8.6)              (9.2)            -6%
 Other Operating Income                       0.1                 0.1             -15%
 Profit before Taxation                       0.0                 1.3             -100%
 Income Tax Expense                           (0.2)              (0.2)            15%
 (Loss)/Profit for the Period                 (0.2)               1.1             -119%
 Diluted Earnings per Share                  (1.7p)   8.8p

 

* Adjusted Operating Costs exclude impairment, interest, share based payments,
bonuses, severance costs, and government support. Adjusted figures exclude
items, positive and negative, that impede easy understanding of underlying
performance.

 

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

 

H1 Highlights

·    Data revenue (Test Your Ad, Test Your Brand, Test Your Idea) grew 38%
on H1 last year to £6.2m and represented 59% of total revenue.

·    New product launches in the period: Test Your Idea (TYI) automated
early-stage innovation testing and Test Your Ad Static.

·    85 new data customers in H1 (of which 11 TYI), 155 repeating data
customers (who purchased data products during the previous financial year)

·    Gross profit margin 81.5% (H1 2021/22: 83.9%).

·    Adjusted Operating Costs reduced by 2% (Statutory down 6%); average
H1 headcount up 4% to 152 (H1 2021/22: 146).

·    £0.4m Adjusted operating loss; break even statutory profit before
tax.

·    £0.2m Tax charge in the period related to non-UK subsidiaries.

·    £6.6m Net Cash as at 30 September 2022 (31 March 2022: £8.7m).

·    Diluted and basic loss per share (1.7p) (H1 2021/22 diluted and basic
earnings per share: 8.8p).

 

Current Trading & Outlook

·    Second half of the year has started well, and we expect H2 revenue to
exceed H1.

·    Board is mindful of the current economic environment, particularly in
Europe.

·    Higher H1 exit run-rate for expenditure, combined with exchange rate
and inflationary pressures are likely to increase expenditure and erode
profitability in H2.

Strategic Review - Introduction

 

On 31 August the Board announced a review of its strategic options for growing
the business and increasing shareholder value. Today we provide an update on
progress. The Review has validated our existing successful focus on automated
'Test Your' and 'Improve Your' services for testing and improving creative
content, including all forms of advertising and product innovations,
underpinned by our world-leading IP, brand tracking and Ad Ratings database.

 

·    Our Unique Selling Proposition is 'Predictiveness', offered at market
beating speed and value.

·    We will focus increasingly on automated testing of digital ad formats
to generate growth, as well as continuing to support TV, Audio, Print and
Outdoor formats.

·    We will continue to target the world's largest advertisers with the
aim to generate greater recurring and repeating revenues.

·    In addition, significantly increase our focus on commercial
partnerships with major ad platforms/media owners such as LinkedIn and ITV.
These platforms provide the Company with access to multiple advertisers at
significantly reduced customer acquisition costs.

·    Furthermore, we will target advertising & media agency groups,
such as Omnicom/BBDO, and professional service firms who provide advertising
effectiveness advice to multiple clients, with a view to including our 'Test
Your' and 'Improve Your' products in their suite of service recommendations,
again reducing customer acquisition costs.

·    We will significantly increase our focus on the US market which
offers the greatest potential for rapid growth given the size of its
advertising and digital media owner marketplace.

·    In terms of financial metrics, our goal is to become a 'Rule of 40'
company, whereby we will target the sum of our data revenue growth rate and
adjusted EBITDA margin to be in excess of 40%, delivering a value enhancing
blend of growth and return. In the near future the balance will favour Data
revenue growth, as demonstrated in the 38% year-on-year increase in H1.

·    In line with the focus on Data revenue growth, we are cancelling the
£1.5m buyback tender offer announced in June, in order to provide more growth
capital for the business.

 

 

Strategic Review - Personnel Changes

·    John Kearon, currently Founder and CEO, will become Founder &
President from 1 December, with the priority task of securing new business and
partnership opportunities in the US, where he will spend most of the first
half of 2023. John will no longer act as CEO but will remain a director of the
Company.

·    James Gregory, currently COO, will be appointed CEO from 1 December
to lead the execution of the new strategy, complete our digital transformation
and scale the business. He will be appointed to the Board at the earliest
opportunity following completion of the usual regulatory procedures, and a
further announcement will follow in due course.

·    The Board will seek to appoint an adviser in the US with expertise in
digital media to assist with the development of growth plans in that area. The
search for this individual is underway with an appointment expected in Q1
2023.

·    More broadly, the Company will seek to retain, find, and develop the
people who can execute our growth plans, with particular emphasis on the US
partnerships and digital.

 

Strategic Review Longer-Term Objectives

·   Longer-term our ambition is to attract small business customers with a
self-serve product, but in the short to medium term we will reach this
customer segment via commercial partners such as LinkedIn.

·   Our Test Your and Improve Your products would suit a SaaS business
model and, longer term, a subscription revenue model is highly attractive to
us. Any transition to this, however, will only be when we have lowered our
customer acquisition costs; and in agreement with our customers to transact
that way. Importantly, our tech platform is already capable of handling such a
switch.

·   We are close to the completion of our joint Artificial Intelligence
project with the University of Warwick and will launch the second phase after
publishing the results of phase one.

 

 

Strategic Review - Next Steps

·    We will provide an update as and when there are further developments.

·    Information on implementation of the Strategic Review will be
presented at a Capital Markets Day on 28 February 2023.

 

 

 

 

System1 Founder and CEO John Kearon commented:

 

"Our transformation to a digital/data-led business is well underway, and the
Review has identified opportunities to leverage our platform and extend our
reach via commercial partnerships. We believe the US market offers us the
greatest opportunity, which is why I am going to spend more time there to
focus on new business. I am delighted that James Gregory has agreed to succeed
me as CEO - he is the ideal person to deliver the new strategy for the benefit
of all stakeholders.

 

System1 now has the opportunity to 'punch above our weight' - we are global
industry thought leaders with a superb, proven suite of products. We
outperform our competitors on the key measure of 'predictiveness' as well as
on speed and cost. We have a great client list - but we need to grow it a lot
more, take the opportunity to do more business with all our customers and
expand our routes to market. That way we will grow our revenues significantly,
have much more recurring and repeating activity, and significantly grow the
value of the business. The System1 team is energised and excited to pursue the
growth opportunities ahead of us".

 

Further information on the Company and the implementation of the Strategic
Review to follow at 28 February Capital Markets Day.

 

Further information on the Company can be found at 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
 John Kearon, Founder and CEO

 Chris Willford, Chief Financial Officer

 Canaccord Genuity Limited (Nominated Adviser & Broker)      Tel: +44 (0)20 7523 8000
 Simon Bridges / Andrew Potts

 

 

Interim Statement

 

 

Financial Performance

The continuing decline in our complex consultancy products (44% down on H1
last year) led to headline revenue being down by 15%, despite encouraging
progress in our "Test Your" product suite (Data) which increased by 38% to
£6.2m and now Data revenue represents just under 60% of company revenue. We
had 240 Data customers in H1, of which 85 were new. The Innovation product
group saw the biggest relative decline in total revenue versus last year,
reflecting the later availability of an automated solution (TYI launched in
May) in that category. Brand grew 14% year on year due mainly to the
successful launch of TYB in the Americas. By region, the UK and Europe were
affected by customers' budgetary response to the Ukraine invasion and
associated economic shocks. The market in the Americas has been stronger; the
sales performance in that region was due mainly to a rebuild from ground up on
the US sales force, and the performance in recent months is encouraging.

 

Adjusted Operating Costs decreased by 2% versus H1 last year due mainly to the
capitalisation of £0.7m platform-related development costs (H1 2021/22: nil).
Development costs related to specific products in the prior 2 years were
expensed. Employment costs rose as planned and increased progressively in
sales, marketing and IT and development as we pursued our plans to scale up
through partnerships and our automated testing platform. Overall average
headcount increased by 4% to 152 FTE with growth in Sales and IT offset by
reductions in operations. Statutory operating costs fell by 6% and include the
favourable impact of exchange rate movements on non-sterling bank balances.

 

Intellectual Property Litigation

On 9 November 2021, System1 announced that it had filed a complaint for
trademark infringement, unfair competition and deceptive trade practices at
the United States District Court Southern District of New York against System1
LLC ("LLC") over their infringing use of the mark "System1".

 

In October the U.S. District Court Southern District of New York rejected
LLC's motion to dismiss the complaint which means the case will proceed as
planned. In line with the recommended practice in the US legal system, we are
about to commence a period of mediation in advance of further court
proceedings.

 

Also in October 2022, we received positive news for the next stage in the
legal case by successfully registering the mark "System1" with the United
States Patent and Trademark Office for use in classes 35 and 38, matching the
registrations already held in the UK, EU, and other territories.

 

Tax

The Company has recognised a tax charge of £0.2m in the six months to 30
September 2022 (H1 2021/22: tax charge of £0.1m), due to the distribution of
trading profits in overseas jurisdictions which cannot be offset against
trading losses elsewhere. In the prior H1 period, a £0.5m tax credit was
recognised in respect of R&D claims.

 

Earnings Per Share

Diluted and Basic Earnings per Share fell from 8.8p to a loss per share of
1.7p, in line with year-to-date losses.

 

 

Cash

The Company ended the period with cash balances of £9.1m, £6.6m net of
borrowings (H1 2021/22: £7.5m). Operating cash flow before debt financing and
after all property lease costs amounted to an outflow of £2.6m in the first
half.

 

Balance Sheet

Total equity increased to £8.5m (31 March 2022: £8.3m), with the
year-to-date after-tax loss of £0.2m being more than offset by the increase
in the foreign exchange reserve due to the weakening of Sterling across the
period. Intangible assets have increased by £0.6m as a result of the
capitalisation of certain platform development costs. The Company's borrowings
consist of a £2.5m revolving credit facility that has been in place since
February 2020.

 

Current Trading & Outlook
Whilst the second half of the year has started well, and we expect H2 revenue to exceed H1, the Board is mindful of the current economic backdrop particularly in Europe. The higher H1 exit run-rate for expenditure, combined with exchange rate and inflationary pressures are likely to increase expenditure and erode profitability in H2.  We now have the platform and human capital to serve a significantly bigger revenue base and are focused on growing from this point to deliver superior returns to our shareholders.

 

 

 John Kearon         Chris Willford

 Founder and CEO     Chief Financial Officer

 

 

Condensed Consolidated Income Statement

for the 6 months ended 30 September 2022

 

                                                                   Note  Sep-22                                Sep-21
                                                                         £'000                                 £'000

 Revenue                                                           3               10,496                                12,355
 Cost of sales                                                                      (1,946)                               (1,983)
 Gross profit                                                      3               8,550                                 10,372

 Administrative expenses                                                            (8,696)                               (9,124)
 Other operating income                                                                   224                                   85

 Operating profit                                                                    78                                    1,333

 Finance expense                                                                        (84)                                  (80)

 (Loss)/Profit before taxation                                                       (6)                                   1,253

 Income tax expense                                                                   (204)                                 (122)

 (Loss)/Profit for the period                                                        (210)                                 1,131

 Attributable to the equity holders of the Company                                   (210)                                 1,131

 Earnings per share attributable to equity holders of the Company

 Basic (loss)/earnings per share                                   4     (1.7p)                                8.8p
 Diluted (loss)/earnings per share                                 4     (1.7p)                                8.8p

 

 

CONDENSED Consolidated Statement of Comprehensive Income

for the 6 months ended 30 September 2022

 

                                                                                 Sep-22                      Sep-21
                                                                                 £'000                       £'000

 (Loss)/profit for the period                                                           (210)                          1,131

 Other comprehensive income:
 Items that may be subsequently reclassified to profit/(loss)
 Currency translation differences on translating foreign operations                          447                      92
 Other comprehensive income for the period, net of tax                                       447                      92

 Total comprehensive income for the period attributable to equity holders of            237                              1,223
 the Company

 

 

CONDENSED Consolidated Balance Sheet

as at 30 September 2022

 

Registered no. 05940040

 

                                       Note                                Sep-22                    Mar-22
                                                                           £'000                     £'000

 ASSETS
 Non-current assets
 Property, plant, and equipment        7                                          1,660                     2,054
 Intangible assets                                      8                            977                       382
 Deferred tax asset                                                                  265                       292
                                                                                  2,902                     2,728
 Current assets
 Contract assets                                                                     151                       198
 Trade and other receivables                                                      5,492                     4,492
 Cash and cash equivalents                                                      9,064                       11,174
                                                                                14,707                    15,864

 Total assets                                                                   17,609                    18,592

 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                                                643                      196
 Retained earnings                                                                5,694                     5,857
 Total equity                                                                     8,547                     8,263

 LIABILITIES
 Non-current liabilities
 Provisions                                                                          364                       432
 Lease liabilities                     9                                          965                          1,417
                                                                                  1,329                     1,849
 Current liabilities
 Provisions                                                                          97                        77
 Lease liabilities                     9                                          1,110                     1,091
 Borrowings                            9                                   2,500                     2,500
 Contract liabilities                                                                1,042                     991
 Income taxes payable                                                                249                       267
 Trade and other payables                                                         2,736                     3,554
                                                                                  7,733                     8,480

 Total liabilities                                                              9,062                     10,329
 Total equity and liabilities                                                   17,609                    18,592

 

 

CONDENSED Consolidated Statement of Cash Flows

for the 6 months ended 30 September 2022

 

                                                         Note                        Sep-22                  Sep-21
                                                                                     £'000                   £'000

 Net cash (used in)/generated from operations            11                                (1,297)                 1,501
 Tax (paid)/received                                                                         (187)                   377
 Net cash (used in)/generated from operating activities                                    (1,484)                 1,878

 Cash flows from investing activities
 Purchases of property, plant, and equipment             7                                    (3)                     (72)
 Purchase of intangible assets                                        8                       (654)                   (53)
 Net cash used by investing activities                                                      (657)                   (125)

 Net cash flow before financing activities                                                 (2,141)                 1,753

 Cash flows from financing activities
 Interest paid                                                                                (84)                    (80)
 Property lease liability payments                                                          (433)                   (599)
 Purchase of own shares                                                              (135)
 Net cash used by financing activities                                                      (652)                   (679)

 Net (decrease)/increase in cash and cash equivalents                                      (2,793)                 1,074

 Cash and cash equivalents at beginning of period                                          11,174                  9,008
 Exchange gain/(loss) on cash and cash equivalents                                          683                     (38)

 Cash and cash equivalents at end of period                                              9,064                   10,044

                                                                                     Sep-22                  Sep-21
                                                                                     £'000                   £'000

 Net cash flow before financing activities                                                 (2,141)                 1,753
 Net cash flow for property leases                                                          (468)                   (644)
 Operating cash flow                                                                       (2,609)                 1,109

 

 

Consolidated Statement of Cash Flows (continued)

for the 6 months ended 30 September 2022

 
 
Consolidated Movements in Net Cash/(Debt)
                                            Cash and cash equivalents   Borrowings                  Lease liabilities         Total
                                            £'000                       £'000                       £'000                     £'000

 At 1 April 2021                                  9,008                     (2,500)                     (2,575)                    3,933
 Cash flows                                       1,196                              -                      644                    1,840
 Non-cash charges
 Interest on lease liabilities                           -                           -                      (45)                      (45)
 New lease liabilities                                   -                           -                    (459)                     (459)
 Exchange and other non-cash movements             (160)                             -                          -                   (160)
 At 30 September 2021                           10,044                      (2,500)                     (2,435)                    5,109

 

Consolidated Movements in Net Cash/(Debt)
                                            Cash and cash equivalents   Borrowings                  Lease liabilities         Total
                                            £'000                       £'000                       £'000                     £'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)
 New lease liabilities                                   -                           -                    -                         -
 Exchange and other non-cash movements             683                               -                          -                   683
 At 30 September 2022                           9,064                       (2,500)                     (2,075)                    4,489

 

Consolidated Statement of Changes in Equity

for the 6 months ended 30 September 2022

 

                                         Share capital             Share premium account       Merger reserve            Foreign currency translation reserve  Retained earnings         Total
                                         £'000                     £'000                       £'000                     £'000                                 £'000                     £'000

 At 1 April 2021                                 132                     1,601                         477                      (146)                                5,170                     7,234

 Profit for the period                               -                          -                          -                         -                               1, 131                    1,131
 Other comprehensive income:
 - currency translation differences                  -                          -                          -                       91                                      1                       92

 Total comprehensive income                      -                 -                           -                         91                                    1,132                           1,223

 Transactions with owners:
 Employee share options:
 - value of employee services                        -                          -                          -                         -                                   17                        17

 At 30 September 2021                            132                     1,601                         477                       (55)                                6,319                     8,474

 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

 

 

Notes to the Condensed Consolidated Financial Statements

for the 6 months ended 30 September 2022

 

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
Alternative Investment 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 2022 for issuance on 30 November 2022.

 

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 2022 and these have been filed with the Registrar of Companies.
The auditor's report on those financial statements was unqualified and did not
contain an emphasis of matter paragraph and any statement under Section 498 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. This
financial information should be read in conjunction with the financial
statements for the year ended 31 March 2022, which have been prepared under
the historical cost convention.

The preparation of financial statements in accordance with International
Financial Reporting Standards ("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 2022.

 

3.   Segment Information

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

 

                              Sep-22                                      Sep-21
                              Revenue               Gross profit          Revenue               Gross profit
                              £'000                 £'000                 £'000                 £'000

 By location of customer
 Americas                           4,050                 3,262                 4,483                 3,885
 United Kingdom                     3,844                 3,074                 3,980                 3,110
 Rest of Europe                     1,864                 1,546                 2,906                 2,498
 APAC                                  738                   668                   986                   879
                                  10,496                8,550                 12,355                10,372

 

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.

 

 

                                  Sep-22                                        Sep-21
                                  Revenue              Gross profit             Revenue               Gross profit
                                  £'000                £'000                    £'000                 £'000

 By product variant
 Data                                   6,153                4,859                    4,495                 3,826
 Consultancy                      4,304                3,666                    7,725                 6,520
 Other services                   39                   25                       135                   26
                                      10,496               8,550                    12,355                10,372

 By product group
 Communications (Ad Testing)            7,022                5,803                    7,313                 6,178
 Brand (Brand Tracking)                 1,865                1,324                    1,632                 1,237
 Idea (Innovation)                      1,571                1,399                    3,283                 2,931
 Other services                            38                     24                     127                     26
                                      10,496               8,550                    12,355                10,372

 

 

4.   Earnings Per Share
                                                                            Sep-22      Sep-21

 (Loss)/Profit attributable to equity holders of the Company, in £'000      (210)       1,131
 Weighted average number of Ordinary Shares in issue                        12,717,762  12,806,391
 Basic (loss)/earnings per share                                            (1.7p)      8.8p

 (Loss)/Profit attributable to equity holders of the Company, in £'000      (210)       1,131
 Weighted average number of Ordinary Shares in issue                        12,717,762  12,806,391
 Share options*                                                             13,000      12,299
 Weighted average number of Ordinary Shares for diluted earnings per share  12,730,762  12,818,690
 Diluted (loss)/earnings per share                                          (1.7p)      8.8p

     *The impact of share options is anti-dilutive in the current period
due to the loss.

 

5.   Headcount

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

                        Sep-22                 Sep-21
                        No.                    No.

 Sales and marketing              47                     39
 Operations                       45                     52
 IT                               38                     34
 Administration                   22                     21
                                152                    146

 

6.   Dividends

The Company did not pay dividends in the six months ended 30 September 2022
and 30 September 2021. The Company does not propose the payment of an interim
dividend.

 

No dividends were paid to the Company's directors.

 

 

7.   Properly, Plant, and Equipment
                                                                 Right-of-use assets            Furniture and fixtures    Computer hardware          Total
                                                                 £'000                          £'000                     £'000                      £'000

 At 1 April 2021
 Cost                                                                   1.747                           30                         114                      1,891
 Accumulated depreciation                                             (402)                            (13)                       (41)                    (456)
 Net book value                                                         1,345                             17                         73                     1,435

 Net book value, at 1 April 2021                                        1,345                             17                         73                         1,435
 Additions                                         -                        1,984                        1                           73                       2,058
 Disposals                             -                         (196)                          -                         -                          (196)
 Foreign exchange                                  -                         16                             1                         4                          21
 Remeasurement of right-of-use assets                            (405)                          -                         -                          (405)
 Depreciation charge for the year                                        (773)                            (15)                      (71)                       (859)
 Net book value, at 31 March 2022                                       1,971                          4                              79                        2,054

 At 31 March 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

 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                                                                -                                 -                        3                        3
 Foreign exchange                                                              99                           -                         -                          99
 Depreciation charge for the year                                        (450)                            (1)                       (45)                     (496)
 Net book value, at 30 September 2022                                   1,620                               3                        37                     1,660

 At 30 September 2022
 Cost                                                                   2,139                             11                       179                      2,329
 Accumulated depreciation                                                (519)                          (8)                         (142)                    (669)
 Net book value                                                         1,620                               3                        37                     1,660

 

In the twelve months ended 31 March 2022, the Group added a new right-of-use
asset for a sublease in regard to the Company's New York Office lease asset
which had been fully impaired in the previous financial year. The value of the
sublease was for £740,000 of which £43,000 was a cash settlement. This in
turn has led to a re-recognition of the lease liability of the head lease of
£459,000 with corresponding reversal of £230,000 relating to the impairment
from 30 September 2020.

 

No impairment charges or reversals have been recorded in the six months ended
30 September 2022, and there have been no substantive changes to leasehold
arrangements.

 

 

8.   Intangible assets
                                                Development costs       Software licences         Total
                                                £'000                   £'000                     £'000

 At 1 April 2021
 Cost                                                  -                       464                       464
 Accumulated depreciation                            -                       (46)                      (46)
 Net book value                                        -                         418                     418

 Net book value, at 1 April 2021                       -                         418                     418
 Additions                                                 -             59                                  59
 Depreciation charge for the year                    -                            (95)                 (95)
 Net book value, at 31 March 2022                      -                           382                   382

 At 31 March 2022
 Cost                                                  -                         525                       525
 Accumulated depreciation                            -                          (143)                     (143)
 Net book value                                        -                           382                       382

 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                                      654                                -                       654
 Disposals                                      -                       (1)                       (1)
 Depreciation charge for the year                       -                         (58)                    (58)
 Net book value, at 30 September 2022                  654                         323                   977

 At 30 September 2022
 Cost                                                  654                       529                     1,183
 Accumulated depreciation                               -                         (206)                   (206)
 Net book value                                        654                         323                   977

During the period ended 30 September 2022, the company has capitalised £654k
of development costs in respect of three key projects: the credit platform,
the notifications service and the team management system. The platforms were
not complete as at the period end; therefore no amortisation has been
recognised.

 

 

9.   Borrowings

In February 2020, the Company entered a 3-year revolving credit facility with
HSBC. The agreement allows the Company to draw down up to £2,500,000 for the
purposes of funding general corporate and working capital requirements. The
facility is secured over the assets of those Group companies domiciled in the
United Kingdom and the United States. The loan accrues interest at a rate of
2.5% above SONIA (Sterling Overnight Index Average) and is subject to leverage
and interest covenants.

 

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

                                               Sep-22                      Mar-22
                                               £'000                       £'000

 Within one year                                     1,161                       1,147
 Later than 1 but no later than 5 years              978                            1,447
 More than 5 years                                          -               -
 Minimum lease payments                              2,139                       2,594
 Future finance charges                               (64)                          (86)
 Recognised as a liability                           2,075                       2,508

 The present value of finance lease liabilities is as follows:

                                               Sep-22                      Mar-22
                                               £'000                       £'000

 Within one year                                     1,110                       1,091
 Later than 1 but no later than 5 years              965                            1,417
 More than 5 years                              -                           -
                                                     2,075                       2,508

 

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-22                                                                Mar-22
                                                          No.                        £'000                                      No.                     £'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-22                                                                Mar-22
                                                          Treasury shares            Weighted average exercise price per share  Treasury shares         Weighted average exercise price per share
                                                          No.                        Pence                                      No.                     Pence
 Shares held by Treasury
 At 1 April                                                       487,151                                                               510,421
 Purchase of treasury shares                                        60,693                                                              158,674
 Transfer of shares to satisfy options exercise                    -                             -                                    (181,944)                      -
 At 30 September                                                  547,844                                                               487,151

 

 

 

11.  Net Cash Generated from Operations
                                                                     Sep-22                    Sep-21
                                                                     £'000                     £'000

 Profit before taxation                                                   (6)                       1,253
 Depreciation of property, plant, and equipment                              496               472
 Amortisation and impairment of intangible assets                              58              47
 Loss on disposal of property, plant, and equipment                              -             -
 Interest paid                                                                 84                        80
 Share-based payment expense                                                   182                       17
 (Increase)/decrease in contract assets                                      47                        (18)
 (Increase)/decrease in trade and other receivables                        (1,001)             (588)
 Increase/(decrease) in trade and other payables                             (819)             277
 Increase/(decrease) in deferred income                                      51                (22)
 (Decrease)/increase in provisions                                             (65)                      89
 Exchange differences on operating items                                   (323)               (106)
                                                                          (1,297)                   1,501

12.  Post Balance Sheet Events
On 31 August 2022 the board announced a review of its strategic options for growing the business and increasing shareholder value. The initial findings of the review are reported at the front of this document.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  IR BKCBQNBDBKDB

Recent news on System1

See all news