System1 Group Regulatory News (SYS1)

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").

* 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 £'000s

H1 Highlights

· Platform revenue (Predict Your and Improve Your) grew 44% on H1 FY23 to £10.9m 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 £1.9m (H1 FY23: £0.4m loss); £0.9m statutory profit before tax (H1 FY23: £0.0m).

· £0.6m free cash flow in H1 (H1 FY23: outflow of £2.6m). Cash balance of £6.3m as at 30 September 2023 (31 March 2023: £5.7m).

· 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:

Interim Statement

Financial Performance

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 £10.9m 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 £2.4m 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 £0.1m 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 £0.3m in the six months to 30 September 2023 (H1 FY23: tax charge of £0.2m). The H1 FY24 figure includes a receipt of £0.2m 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 £6.3m, and no borrowings (FY23: net cash of £5.7m). Free cash flow after property lease costs and interest income amounted to an inflow of £0.6m in the first half (H1: FY23: outflow of £2.7m).

Balance Sheet

Total equity increased to £9.3m (31 March 2023: £8.6m), arising from the year-to-date post-tax profit of £0.6m and a small £0.1m gain on foreign currency reserves. Intangible assets have increased by £0.3m as a result of the capitalisation of £0.5m 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.

Condensed Consolidated Income Statement

for the 6 months ended 30 September 2023

CONDENSED Consolidated Statement of Comprehensive Income

for the 6 months ended 30 September 2023

CONDENSED Consolidated Balance Sheet

as at 30 September 2023

Registered no. 05940040

CONDENSED Consolidated Statement of Cash Flows

for the 6 months ended 30 September 2023

Consolidated Statement of Cash Flows (continued)

for the 6 months ended 30 September 2023

Consolidated Movements in Net Cash/(Debt)

Consolidated Movements in Net Cash/(Debt)

Consolidated Statement of Changes in Equity

for the 6 months ended 30 September 2023

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.

*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.

*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

*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:

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

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

In the 12 months to 31 March 2023, the Company capitalised £1,225k of costs related to the development of the "Test Your" platform (carrying value £865k at 31 March 2023), which completed during the year ended 31 March 2023, and the Supply Chain Automation platform (carrying value £259k at 31 March 2023), which is due for completion in the year ended 31 March 2024. A further £500k 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:

On 22 February 2023, the Company entered into an Overdraft Facility with HSBC. The facility of up to a maximum of £1,500,000, 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.

11. Net Cash Generated from Operations

12. Reconciliation between Operating Costs and Adjusted Operating Costs:

*Inclusive of social security accrued in respect of share options