REG - Auction Technology - Half-year Report
15/05/2025 07:00
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RNS Number : 7289I Auction Technology Group PLC 15 May 2025
AUCTION TECHNOLOGY GROUP PLC
INTERIM RESULTS FOR THE SIX MONTHS ENDED 31 MARCH 2025
ROBUST FINANCIAL PERFORMANCE WITH STRATEGIC GROWTH INITIATIVES ON TRACK
London, United Kingdom, 15 May 2025 - Auction Technology Group plc ("ATG",
"the Company", "the Group") (LON: ATG), operator of world-leading marketplaces
for curated online auctions, today announces its unaudited financial results
for the six months ended 31 March 2025.
Financial results
HY25 HY24 Movement
Revenue $89.0m $86.0m +3%
Adjusted EBITDA(1) $38.5m $35.7m +8%
Adjusted EBITDA margin %(1) 43% 42% +1ppt
Operating profit $15.0m $10.5m +43%
Operating margin % 17% 12% +5ppt
Adjusted diluted earnings per share(1) 19.0c 16.6c +14%
Basic earnings per share 5.7c 5.3c +8%
Adjusted net debt(1) $106.5m $141.6m -$35.1m
Cash generated by operations $38.3m $27.6m +39%
Financial highlights
· Revenue up 3.4% to $89.0m, driven by strong uptake of value-added
services and stabilisation in Gross Merchandise Value(2) ("GMV"), with
marketplace revenue up 4%.
· Adjusted EBITDA up 8% to $38.5m, with adjusted EBITDA margin of
43% up 1ppt, driven by revenue growth and lower administrative expenses.
· Operating profit up 43% to $15.0m, driven by higher adjusted
EBITDA, lower share-based payments charge and no exceptional costs in the
period. Operating profit margin of 17% (HY24: 12%).
· Adjusted diluted earnings per share of 19.0c, up 14% driven by
the increase in adjusted EBITDA and lower net finance costs due to a reduced
debt balance and a lower effective interest rate; basic earnings per share of
5.7c compared to 5.3c in HY24.
· Strong cash generated by operations of $38.3m (HY24: $27.6m).
Adjusted net debt/adjusted EBITDA ratio of 1.3x, down from 1.4x at FY24 year
end.
· $40m share repurchase programme launched.
Operational highlights
· Stabilised GMV: GMV (excluding real estate) of $1.7bn, up 1%,
primarily driven by continued stabilisation in I&C end markets and a small
improvement in the A&A sector. Group conversion rate(2) (excluding real
estate) was broadly flat at 25%. Positive GMV especially noteworthy against
the current macro backdrop.
· Take rate expansion: Group take rate(2) (excluding real estate)
up 0.1ppt to 4.6%, driven by continued growth in all three value-added
services (auctioneer paid-for digital marketing, "atgAMP", shipping, "atgShip"
and payments, "atgPay"). Value-added services revenue up 14%.
· Executed on strategic initiatives: Strong execution against all
product and operational initiatives including release of single-upload feature
on cross-listing solution, "atgXL", in March. Promising initial results from
investments to improve the bidder experience.
· Proactive and disciplined capital allocation: Successful debt
refinance, resulting in reduced debt costs and enhanced financial flexibility.
Commencement of share repurchase programme.
· Strengthened leadership team: Added depth and experience with
appointment of two new executives and two new non-executive directors, with
skills required to enhance ATG's ability to deliver the next stage of growth.
John-Paul Savant, Chief Executive Officer of Auction Technology Group plc,
said:
"ATG delivered a robust first half performance and made good progress on
strategic initiatives, despite the challenging macroeconomic backdrop. For
auctioneers, we are making it easier to engage with more relevant bidders
through atgAMP, whilst also helping them to sell more, with less effort,
through atgXL. We are also making it easier for bidders to buy unique curated
auction items on our marketplaces through the expansion of atgShip, as well as
through investments to improve search and discovery."
"The momentum behind these strategic programmes, along with our increasingly
diversified revenue base, positions us well to navigate ongoing market
uncertainty. What's more, these investments strengthen the virtuous circle and
network effects of our platform, further cementing our leading position. The
successful refinancing of our debt facilities in February underlines our
financial flexibility to pursue both organic and inorganic growth
opportunities as they arise."
Current trading and outlook
Trading during the first five months of FY25 was strong. Activity levels
slowed in March due to uncertainty in our underlying markets as trade buyers
and consumers paused some activity to take stock of the global macroeconomic
volatility. Trading subsequently stabilised in April.
The evolving macroeconomic and geopolitical landscape, along with US tariffs,
may create both tailwinds and headwinds for ATG, making the near future
difficult to predict. Multiple factors indicate a potential rise in the demand
for and price of used I&C assets. Conversely, a slower growth environment
may have a modest impact on the demand for mid-to-lower priced vintage A&A
items.
During the HY25 period, ATG has executed well on all the product, commercial,
and operational initiatives set out at FY24 results, which has been
demonstrated by both the strong value-added services growth and revenue
growing ahead of the market. We maintain our full year guidance for revenue
growth in the range of 4-6% and for adjusted EBITDA margin of between 45% to
46%, and will both monitor and adapt to the underlying markets as
uncertainties are resolved.
Webcast presentation
There will be a webcast presentation this morning at 9.30am. Please contact
ATG@teneo.com (mailto:ATG@teneo.com) if you would like to attend.
For further information, please contact:
ATG
For investor enquiries rebeccaedelman@auctiontechnologygroup.com
(mailto:rebeccaedelman@auctiontechnologygroup.com)
For media enquiries press@auctiontechnologygroup.com (mailto:press@auctiontechnologygroup.com)
Deutsche Numis +44 207 260 1000
(Joint corporate broker to ATG)
Nick Westlake, William Baunton, Tejas Padalkar
J.P. Morgan Cazenove +44 207 742 4000
(Joint corporate broker to ATG)
Bill Hutchings, James Summer, Will Vanderspar
Teneo Communications +44 207 353 4200
(Public relations advisor to ATG) ATG@teneo.com (mailto:ATG@teneo.com)
Tom Murray, Matt Low, Arthur Rogers
About Auction Technology Group plc
Auction Technology Group plc ("ATG") is the operator of world-leading
marketplaces and auction services for curated online auctions, seamlessly
connecting bidders from around the world to approximately 4,000 trusted
auction houses across two major sectors: Industrial & Commercial
("I&C") and Arts & Antiques ("A&A").
The Group powers eight online marketplaces and listing sites using its
proprietary auction platform technology, hosting in excess of 88,000 live and
timed auctions each year and facilitating the sale of approximately 24 million
secondary goods items. ATG has offices in the UK, North America, Germany and
Mexico.
CAUTIONARY STATEMENT The announcement may contain forward-looking statements.
These statements may relate to (i) future capital expenditures, expenses,
revenues, earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses or future prospects, and (ii) developments,
expansion or business and management strategies of the Company.
Forward-looking statements are identified by the use of such terms as
"believe", "could", "should", "envisage", "anticipate", "aim", "estimate",
"potential", "intend", "may", "plan", "will" or variations or similar
expressions, or the negative thereof. Any forward-looking statements contained
in this announcement are based on current expectations and are subject to
known and unknown risks and uncertainties that could cause actual results to
differ materially from those expressed or implied by those statements. If one
or more of these risks or uncertainties materialise, or if underlying
assumptions prove incorrect, the Company's actual results may vary materially
from those expected, estimated or projected. No representation or warranty is
made that any forward-looking statement will come to pass. Any forward-looking
statements speak only as at the date of this announcement. The Company and its
directors expressly disclaim any obligation or undertaking to publicly release
any update or revisions to any forward-looking statements contained in this
announcement to reflect any change in events, conditions or circumstances on
which any such statements are based after the time they are made, other than
in accordance with its legal or regulatory obligations (including under the UK
Listing Rules and the Disclosure Guidance and Transparency Rules of the
Financial Conduct Authority). Nothing in this announcement shall exclude any
liability under applicable laws that cannot be excluded in accordance with
such laws.
LEI Number: 213800U8Q9K2XI3WRE39
1. The Group provides alternative performance measures ("APMs") which
are not defined or specified under the requirements of UK-adopted
International Accounting Standards. We believe these APMs provide readers with
important additional information on our business and aid comparability. We
have included a comprehensive list of the APMs in note 3 to the Condensed
Consolidated Interim Financial Statements, with definitions, an explanation of
how they are calculated, why we use them and how they can be reconciled to a
statutory measure where relevant.
2. Refer to glossary for full definition of the terms. KPIs have
been updated to exclude real estate, given the distortive nature of volatile,
low take rate real estate auctions. HY25 GMV including real estate for was
$1.7bn, the conversion rate was 26% and the take rate including real estate
was 4.5%.
CEO REVIEW
ATG delivered a solid first-half performance, marked by revenue growth in line
with our guidance, strong execution against product and operational
initiatives and a strengthened financial position. Revenue growth was
primarily driven by the strong performance of value-added services, with
revenues up 14%, alongside modest growth in commission revenue. The continued
growth of value-added services highlights ATG's opportunity to grow revenue
per transaction, whilst also demonstrating the crucial role that these
services play in increasing revenue for auctioneers as well as enhancing the
online experience for bidders.
Given the previously flagged distortive nature of volatile, low-take-rate real
estate auctions, for FY25 onwards we are excluding real estate from headline
KPIs(1). In the first half of FY25, GMV across the Group stabilised,
increasing 1% to $1.7bn. In I&C, GMV grew 2% supported by more stable used
asset prices post the normalisation in the prior year and steady auction
activity levels. As expected, the A&A market remained soft, with GMV down
1%, although this was a small improvement relative to the trend in FY24. The
Group's conversion rate was broadly flat at 25%, with year-on-year movements
impacted by changes in the asset mix listed across our marketplaces, including
a higher proportion of lots listed that typically achieve lower conversion
rates.
Making it easier for auctioneers to reach bidders
In HY25, ATG made good progress against all product and operational
initiatives to connect buyers and sellers on our marketplaces more
effectively. On the auctioneer side, we made it easier for auctioneers to
target bidders, boost engagement and get the highest value for their lots,
through atgAMP and atgXL.
For atgAMP, we focused on maximising the value of our extensive portfolio of
marketing assets by repackaging assets into compelling tiered offers for
auction houses. This included discounted entry-level packages for new
auctioneers, as well as 'expansion' packages on Proxibid that enable
auctioneers to promote their sales across multiple ATG platforms and on our
network of partner sites through the atg Partner Network. We also extended the
network, welcoming a new partner site in both A&A and I&C, providing
additional streams of one-way traffic. Average marketing spend per auctioneer
increased significantly in HY25, including by 27% on Proxibid and 17% on
Bidspotter.com, whilst spend per campaign also increased across the majority
of marketplaces. In the second half, we are promoting these packages,
launching new video and mobile advertising options, as well as updating
pricing on selected products.
The development and roll out of atgXL, our cross-listing solution, also
progressed well. We launched a single-upload feature in March, at the end of
the period, which allows an auctioneer to seamlessly manage and upload their
auction catalogue from a single seller portal and then list that inventory
across multiple ATG marketplaces and on an ATG white label. Following the
launch of the single-upload feature, adoption of atgXL accelerated
significantly, with GMV cross-listed in March more than doubling the average
monthly run rate of the prior five months. Auctioneer uptake was supported by
sustained strong asset price uplifts from cross-listing, averaging at around
10%. atgXL also sets the ATG white label apart as the only solution that
allows auctioneers to maintain their own brand identity while tapping into the
broader bidder base of an aggregator marketplace for timed auctions. In the
second half, we are focused on ramping atgXL supported by the single-upload
feature, as well as growing ATG white label, including through extending the
product offering with the launch of atgXL for live auctions.
Enhancing the bidder experience
On the bidder side, we improved the user experience through the expansion of
atgShip. atgShip grew strongly supported by the launch of an "eLabel"
solution, which enables auctioneers to package items in house, creating a
lower priced shipping option which is available for a higher amount of auction
inventory. Over 500 auctioneers were onboarded on atgShip by the end of March,
with over 30% of US listed items eligible for shipping and over 4,500 lots
shipped through atgShip in March. Given still relatively low penetration
rates, as well as the introduction of a shipping mandate in April which
requires US based auctioneers to offer atgShip as a delivery solution, we see
a strong runway for shipping revenue in the medium term. atgPay continued to
deliver growth in HY25, underpinned by gradually increasing adoption, with
atgPay processing 65% of US Gross Transaction Value on LiveAuctioneers in the
half.
We invested to make it easier for casual browsers of online auctions to become
active buyers. On LiveAuctioneers, this has included an easier bidding
onboarding process, which significantly increased the auction registration
rate for new joiners, as well as testing the automatic approval of trusted
bidders earlier in the bid process, resulting in a 10% increase in bids placed
during the trial period. We tested a new recommendation model, that resulted
in an over 60% increase in click throughs from expired lot pages to relevant
lot listings, as well as developed ways to improve the visibility of user's
saved searches on the marketplaces, since we know customers who use the search
feature have a significantly higher chance of placing a bid. We are also in
the early stages of developing AI models that will automate the prediction of
lot categories and corresponding attributes for auctioneers during the auction
set up process, and therefore also help to significantly improve the search
experience for bidders.
Successful refinancing and share repurchase programme
In February, we successfully refinanced our Senior Term Loan and Revolving
Credit Facility ("RCF") and entered a new $200m RCF with a syndicate of five
leading banks. The refinancing has strengthened our capital structure,
enhanced our financial flexibility and extended the maturity of our debt,
whilst also securing more cost-efficient funding with the new facility priced
at a lower rate. In March we launched our inaugural share repurchase programme
for up to a maximum amount of $40m. The programme is one of three pillars of
our capital allocation policy which prioritises enhancing growth of the
business, both organically and through select inorganic opportunities as they
arise, whilst maintaining an appropriate level of liquidity headroom and
returning excess capital to shareholders where appropriate.
Leadership appointments to support growth
Following the announcement made in October 2024, Tom Hargreaves left ATG at
the end of February 2025. I would like to reiterate my thanks to Tom for his
extensive contributions during his eight years at ATG and wish him the best in
the next phase of his career. I also very much look forward to welcoming Sarah
Highfield who joins ATG as CFO today. Sarah has over 15 years of listed and
private company experience as Chief Financial Officer, Chief Executive and in
other senior financial leadership positions, as well as having significant
non-executive experience. I am also delighted to welcome Lakshimi
Duraivenkatesh as our new CTO who joined ATG in April. Lakshimi brings
extensive experience in two-sided marketplaces having been at eBay for 19
years. I was also pleased to welcome both Andrew Miller and Sejal Amin to the
Board of ATG with both Andrew and Sejal providing extensive experience in
running finance and technology organisations respectively in two-sided
marketplaces. Finally, I would like to thank Morgan Siegler, who resigned from
the Board in December 2024 following the share sale by TA Associates, for his
partnership and for his significant contributions to ATG as a Board member.
With key leadership positions now recruited for, we are well placed to deliver
the next stage of growth together, capitalising on the leadership team's
in-depth industry knowledge and technical expertise.
Summary
In summary, our investments in shipping, digital marketing, cross-listing, and
more recently in search and discovery, all significantly simplify the auction
process for auctioneers - helping them run auctions more efficiently and
maximize their returns. At the same time, they enhance the bidder experience
by making it easier to find relevant inventory, place bids, complete payments,
and receive unique secondary items. In the second half, we will continue to
execute on these initiatives, helping to drive GMV and enhance our market
positioning. Therefore, while the macroeconomic backdrop is volatile and
uncertain, ATG remains well positioned with good momentum from each of our
strategic programmes.
John-Paul Savant
Chief Executive Officer
(1) A reconciliation of KPIs for I&C including real estate can be found in
the Financial Review.
FINANCIAL REVIEW
Group presentation of results
The financial results for HY25 are presented for the six months ended 31 March
2025.
Revenue
HY25 HY24 Movement Movement
$m $m Reported Organic
Arts & Antiques ("A&A") 46.2 44.6 4% 4%
Industrial & Commercial ("I&C") 37.0 35.2 5% 5%
Total marketplace 83.2 79.8 4% 4%
Auction Services 4.0 4.4 (9)% (9)%
Content 1.8 1.8 0% (5)%
Total 89.0 86.0 3% 3%
Group
Group revenue increased 3.4% year-on-year to $89.0m, driven by 4% growth in
marketplace revenue. On a constant currency basis, revenue also grew 3.2%.
Marketplace revenue was driven by the growth in value-added services revenue
in both A&A and I&C resulting in a 0.1ppt expansion of the Group take
rate to 4.6%. The recovery in GMV also supported revenue growth with
commission revenue up 1% year-on-year. As expected, growth was partially
offset by declines in Auction Services. Revenue growth was stronger in the
first five months of FY25, with some deceleration in activity in March largely
impacted by global macroeconomic volatility.
Arts & Antiques
A&A revenue increased 4% to $46.2m, driven by continued growth in all
three value-added services which resulted in a 0.3ppt increase in the take
rate (excluding ESN) to 9.8% as well as growth from EstateSales.NET ("ESN").
As expected, value-added services growth offset continued softness in A&A
GMV, with GMV down 1% to $0.4bn, although this was an improving trend relative
to the prior year. A&A THV grew 3% to $2.9bn, however, consistent with
previous trends, growth was driven by assets listed on our sites which
typically have lower conversion rates. As a result, the mix of assets listed
had a dilutive impact on the A&A conversion rate which declined by less
than 1 ppt to 14%. ESN continued to perform well driven by a robust estate
sales end market as well as continued progress on other strategic initiatives
including cross-listing.
Industrial & Commercial
I&C revenue increased 5% to $37.0m, driven by the recovery in I&C GMV,
with GMV(2) up 2% to $1.3bn as well as the continued growth in value-added
services. GMV growth was driven by stable auction activity as well as the
stabilisation of used asset prices in many categories. Reflecting the improved
end market, I&C THV(2) increased 3% to $3.7bn, whilst the conversion
rate(2) was broadly flat at 34%, with an impact year-on-year from the mix of
assets listed on our marketplaces. A decrease in real estate auctions, which
tend to be volatile in nature, was a headwind to I&C revenue. Value-added
services growth remained strong, contributing to the expansion in the I&C
take rate(2) which increased 0.1ppt to 2.9%.
Auction Services
Auction Services revenue of $4.0m declined 9%, driven by the impact from our
strategic decision to focus on our marketplace integrated cross-listing
product, resulting in the cessation of new customer additions to our
stand-alone white label product, whilst also resulting in the churn from a
limited number of international customers in Auction Services who do not use
our marketplaces. Performance of the Auction Services business was slightly
ahead of our expectations following the strategic repositioning of the
business in FY24.
Content
Content revenue was flat at $1.8m, or down 5% at constant currency as
expected, driven by declining print advertising volumes.
Financial performance
HY25 HY24 Movement
$m $m
Revenue 89.0 86.0 +3%
Cost of sales (30.9) (28.1) +10%
Gross profit 58.1 57.9 0%
Administrative expenses (42.4) (45.5) (7)%
Net impairment loss on trade receivables and contract assets (0.7) (1.9) (63)%
Operating profit 15.0 10.5 43%
Adjusted EBITDA (as defined in note 3) 38.5 35.7 8%
Finance income 0.2 0.2 0%
Finance cost (6.3) (7.6) (17)%
Net finance costs (6.1) (7.4) (18)%
Profit before tax 8.9 3.1 187%
Income tax (expense)/ credit (1.9) 3.4 (156)%
Profit for the period attributable to the equity holders of the Company 7.0 6.5 8%
Operating profit
The Group reported an operating profit of $15.0m compared to $10.5m in the
prior period, driven by an increase in revenue and lower administrative
expenses, which partly offset higher cost of sales.
Gross profit was broadly flat year-on-year at $58.1m, with the gross margin
down 2ppt, as growth in higher-margin marketing and commission revenue was
offset by an increase in the internally generated software amortisation charge
and an increase in payroll costs.
Administrative expenses decreased by $3.1m to $42.4m driven by a lower
share-based payment expense of $2.8m (HY24: $4.6m) partly related to changes
to Senior Management, as well as benefiting from no operating exceptional
costs in the half (HY24: $0.8m). Amortisation of acquired intangible assets of
$16.1m was in line with the prior year (HY24: $16.1m). Excluding the impact
from amortisation of acquired assets, share-based payments and exceptional
costs, administrative expenses of $23.5m were $0.4m lower than the prior
period due to lower marketing costs and one-off costs in HY24, which offset
the impact of higher performance related payments in HY25. Operating profit
also benefited from a $1.2m decrease in level of expected credit losses, which
largely related to the strategic refocus in the Auction Services segment in
the prior year.
Adjusted EBITDA
Adjusted EBITDA definitions and reconciliations to the reported results are
presented in note 3 of the Condensed Consolidated Interim Financial
Statements.
Adjusted EBITDA increased from $35.7m in HY24 to $38.5m driven by revenue
growth and an improvement in the adjusted EBITDA margin by 1ppt to 43%. The
improvement in the adjusted EBITDA margin was due to revenue growth as well as
lower administrative costs year-on-year, excluding items not included in our
adjusted EBITDA definition.
Net finance costs
Net finance costs of $6.1m compared to $7.4m in HY24. Finance costs include
$1.0m of exceptional costs related to the refinancing of our Senior Loan
Facility as well a $0.4m non-cash foreign exchange loss related to intergroup
balances (HY24: $0.6m loss). Excluding these impacts, finance costs decreased
by $2.0m to $4.9m benefiting from a lower effective interest rate of 7% (HY24:
8%) driven by a c.1ppt reduction in the Secured Overnight Financing Rate
("SOFR"), a lower applicable margin and a lower average loan balance
year-on-year. In the half, the Group repaid $9.0m of the old Senior Term
Facility in December, before repaying the entire facility in February 2025 and
then entering into the New Senior Facilities Agreement (the "SFA 2029") which
comprises a multi-currency revolving credit facility ("the RCF") for $200m. In
the period $119.6m was drawn on the RCF. Further details of the refinance are
included in the cash flow and net debt section of this review and in note 11
of the Condensed Consolidated Interim Financial Statements. Other finance
costs of $0.3m (HY24: $0.6m) include non-exceptional commitment fees and loan
origination amortisation on our old Senior Facility as well as the impact from
a movement in the deferred consideration in the prior year. Finance income of
$0.2m primarily relates to interest income in the year (HY24: $0.2m).
Profit before tax
After the impact of lower net finance costs year-on-year, the Group reported a
profit before tax of $8.9m (HY24: $3.1m).
Taxation
The overall tax expense for the period was $1.9m (HY24: $3.4m tax credit) and
is based on tax on profit offset by adjustments including a prior year tax
adjustment for a refund due. In HY24, tax on profit was offset by a $2.9m
deferred tax credit on unrealised foreign exchange differences and a $1.2m
credit from foreign exchange differences on US dollar denominated intra-group
balances which are not taxable for US tax purposes. The intra-group loan which
gave rise to the foreign exchange differences was redenominated at the end of
FY24, and therefore from this date there is no longer any foreign exchange
exposure on this loan or associated impact to the tax charge. The Group's
effective tax rate for HY25 of 21% (HY24: 109%) is lower than the UK tax rate
due to the prior year adjustment credit.
The tax rate on adjusted earnings of 19% (HY24: 19%) reflects the UK corporate
tax rate of 25%, our primary tax jurisdiction, and includes the benefit of
deductible goodwill. The Group is committed to paying its fair share of tax
and manages tax matters in line with the Group's Tax Strategy, which is
approved by the Board and is published on our website
www.auctiontechnologygroup.com (http://www.auctiontechnologygroup.com) .
Earnings per share and adjusted earnings per share
Basic and diluted earnings per share was 5.7c compared to 5.3c in HY24, as the
increase in profit before tax was partially offset by a tax expense compared
to a tax credit in HY24. The weighted average number of shares in issue during
the period, excluding Treasury shares was 123.1m (HY24: 122.6m shares), with
the increase year-on-year driven by the impact of vested equity incentive
awards, partially offset by an inaugural share repurchase programme which
commenced on 4 March 2025. In the half, the Group repurchased 999,082 shares
which are held as Treasury shares.
Adjusted diluted earnings per share was 19.0c compared to 16.6c in HY24 and is
based on profit after tax adjusted to exclude share-based payment expense,
exceptional items (operating and finance costs), amortisation of acquired
intangible assets and any related tax effects. The increase year-on-year is
largely due to the increase in adjusted EBITDA, lower net finance costs and a
broadly flat effective tax rate, partially offset by an increase in the
weighted average number of ordinary shares and dilutive options (diluted
weighted average shares 124.3m, HY24: 123.6m). A reconciliation of the Group's
diluted earnings per share to adjusted diluted earnings per share is set out
in note 3.
Foreign currency impact
The Group's reported performance is sensitive to movements in both the pound
sterling and the euro against the US dollar with a mix of revenues included in
the table below.
Revenue HY25 HY24
$m $m
United Kingdom 13.1 12.7
USA 72.9 70.5
Germany 3.0 2.8
Total 89.0 86.0
The average HY25 exchange rate of US dollar against the pound weakened by 1.6%
and strengthened by 1.9% against the euro compared to HY24, as shown in the
table below.
Average rate Closing rate
HY25 HY24 Movement FY24 HY25 HY24 Movement FY24
Pound Sterling 1.27 1.25 1.6% 1.27 1.29 1.26 2.4% 1.34
Euro 1.06 1.08 (1.9)% 1.09 1.09 1.08 0.9% 1.12
The weakening of the US dollar against the pound sterling over the six months
has given rise to a gain of $0.8m on assets held and $4.0m on the external
dollar loan. A net loss of $4.8m has been recognised in the foreign currency
reserve.
Statement of financial position
Overall net assets as at 31 March 2025 decreased by $0.7m to $678.7m since 30
September 2024. Total assets decreased by $9.3m, driven by the amortisation of
intangible assets of $20.1m and a $4.2m decrease in goodwill due to foreign
exchange movements, partially offset by additions to internally developed
software of $5.7m, a $4.1m increase in cash and cash equivalents held for the
share repurchase programme which began in March 2025 and a $3.3m increase in a
current tax asset, which includes a refund of $1.9m treated as a prior year
adjustment credit. On 31 March 2025, management undertook an impairment
indicator test and determined a full impairment assessment should be performed
for the Auction Services cash generating unit. Based on the assessment it was
concluded that no impairment was required as at 31 March 2025, however, the
Auction Services cash generating units had limited headroom and was sensitive
to a movement in any one of the key assumptions. Refer to note 9 for further
details.
Total liabilities decreased by $8.6m to $167.8m, primarily due to the
refinancing resulting in a reduction in loans and borrowings of $4.1m, a
decrease in deferred tax liabilities of $3.9m largely driven by the unwind of
the capitalised intangible assets and an increase in US tax losses.
Cash flow and adjusted net debt
The Group generated $38.3m cash from operations, an increase from the prior
period (HY24: $27.7m), driven by revenue growth, lower administrative expenses
and a negligible movement in working capital. In line with our guidance,
expenditure on additions to internally generated software increased from $5.0m
in HY24 to $5.7m and largely related to investment in atgXL and our technology
platform consolidation. Cash expenditure on interest and tax payments totalled
$17.8m (HY24: $15.1m).
On 17 February 2025, the Group announced that it had successfully completed
the refinancing of its Senior Term Loan and Revolving Credit Facilities and
entered a new $200m RCF with a syndicate of five banks. The new facility has a
four-year term, with a one-year extension option, and replaced the previous
facilities which were due to mature in 2026. The refinancing enhances the
Group's financial flexibility and extends the maturity of its debt. The new
facility is initially priced at a margin of 200bps over the SOFR, which
represents a reduction compared to the previous facilities. The Group repaid
$122.6m and received proceeds of $119.6m on loans and borrowings in the half.
The refinancing incurred an exceptional cash cost of $2.3m comprised of the
arrangement fee and advisor costs, which will be amortised over a four-year
period.
On 4 March 2025, the Group commenced the share repurchase programme of its
ordinary shares of 0.01 pence each up to a maximum aggregate consideration of
$40m. The programme is to be executed during the period from March 2025 until
the date of the Company's next Annual General Meeting, expected to be held in
January 2026. The Company's capital allocation policy prioritises enhancing
growth of the business, both organically and through select inorganic
opportunities as they arise, whilst maintaining an appropriate level of
liquidity headroom and returning excess capital to shareholders where
appropriate. The cash expense on the share repurchase programme was $7.6m in
HY25.
As a result of the cash generation, refinancing and share repurchase
programme, adjusted net debt as at 31 March 2025 was $106.5m, down from
$114.7m as at 30 September 2024. As at 31 March 2025, the Group had cash and
cash equivalents excluding restricted cash of $10.9m and borrowings of $117.4m
(31 March 2024: cash and cash equivalents excluding restricted cash $5.6m and
borrowings of $147.2m). The adjusted net debt/adjusted EBITDA ratio was 1.3x
as at 31 March 2025 versus 1.4x as at 30 September 2024.
The Group's adjusted free cash flow was $32.5m (HY24: $27.7m) and had a
conversion rate of 84% (HY24: 77%). The increase in the adjusted free cash
flow conversion reflects higher cash generated from operations, offset by a
slightly higher spend on additions to internally generated software.
Reconciliation of cash generated from operations to adjusted free cash flow HY25 HY24
$m
$m
Cash generated from operations 38.3 27.6
Adjustments for:
Exceptional operating items - 0.8
Working capital from exceptional and other items - 4.4
Additions to internally generated software (5.7) (5.0)
Additions to property, plant & equipment (0.2) (0.2)
Adjusted free cash flow 32.5 27.7
Adjusted free cash flow conversion 84% 77%
Reconciliation of adjusted EBITDA to adjusted free cash flow
HY25 HY24
$m
$m
Adjusted EBITDA 38.5 35.7
Movement in working capital (0.1) (7.2)
Add back: working capital from exceptional and other items - 4.4
Adjusted cash from operations 38.4 32.9
Additions to internally generated software (5.7) (5.0)
Additions to property, plant & equipment (0.2) (0.2)
Adjusted free cash flow 32.5 27.7
Adjusted free cash flow conversion 84% 77%
Risk and uncertainties
The Board retains ultimate responsibility for the Group's Risk Management
Framework and continues to undertake ongoing monitoring to review the
effectiveness of the Framework and ensure the principal risks of the Group are
being appropriately mitigated in line with its risk appetite. The principal
risks and uncertainties which could impact the Group for the remainder of the
current financial year remain those detailed on pages 38 to 40 of the 2024
Annual Report available at www.auctiontechnologygroup.com.
A summary of the risks is included as follows:
1. IT infrastructure - stability and business continuity of auction
platforms
2. Product - inability to keep pace with innovation and changes
3. Cyber threat and data security
4. Competition
5. Failure to deliver expected benefits from acquisitions and/or
integrate the business into the Group effectively
6. Attracting and retaining skills/capabilities and succession
planning
7. Regulatory compliance
8. Governance and internal control
9. Economic and geo-political uncertainty
The Directors note that the global geopolitical outlook suggests continuing
potential for short-term volatility and instability across markets. A number
of these risks and uncertainties could have an impact on the Group's
performance over the remaining six months of the financial year and could
cause actual results to differ from expected and historical results.
Post balance sheet events
There were no post balance sheet events.
Related parties
Related party disclosures are detailed in note 14.
Going concern
In assessing the appropriateness of the going concern assumption, the
Directors have considered the ability of the Group to meet the debt covenants
and maintain adequate liquidity through the forecast period. The Group's
forecasts and projections, taking account of reasonably possible changes in
trading performance, show that the Group is able to operate comfortably within
the level of its current facilities and meet its debt covenant obligations.
For further details see note 1.
Sensitivities have been modelled to understand the impact of the various risks
outlined above on the Group's performance and the Group's debt covenants/cash
headroom, including consideration of a reasonable downside scenario. Given the
current demand for services across the Group at the date of this report, the
assumptions in these sensitivities, when taking into account the factors set
out above, are considered to be unlikely to lead to a debt covenant breach or
liquidity issues under both scenarios.
After making enquiries, the Directors have a reasonable expectation that the
Group has adequate resources to continue in operational existence until at
least 30 June 2026 and therefore it remains appropriate to continue to adopt
the going concern basis in preparing the financial information.
John-Paul Savant
Chief Executive Officer
(2)I&C GMV including real estate decreased 13% to $1.3bn. I&C THV
including real estate decreased 4% to $3.8bn. I&C conversion rate
including real estate decreased 4ppt to 34% and I&C take rate including
real estate increased 0.5ppt to 2.9%.
Condensed Consolidated Statement of Profit or Loss and Other Comprehensive
Income or Loss
for the six months ended 31 March 2025
Note Unaudited Restated((1)) Audited
Year
six months Unaudited
ended
ended six months
30 September
31 March ended
2024
2025 31 March
$000
$000 2024
$000
Revenue 4,5 88,955 86,022 174,148
Cost of sales (30,900) (28,128) (56,924)
Gross profit 58,055 57,894 117,224
Administrative expenses (42,358) (45,515) (82,596)
Net impairment loss on trade receivables and contract assets (695) (1,867) (2,224)
Other operating income 4 12 24
Operating profit 4 15,006 10,524 32,428
Finance income 6 174 148 258
Finance cost 6 (6,279) (7,562) (14,303)
Net finance costs 6 (6,105) (7,414) (14,045)
Profit before tax 4 8,901 3,110 18,383
Income tax 7 (1,855) 3,392 5,809
Profit for the period attributable to the equity holders of the Company 7,046 6,502 24,192
Other comprehensive income for the period attributable to the equity holders
of the Company
Items that may subsequently be transferred to profit and loss:
Foreign exchange differences on translation of foreign operations (767) 115 944
Fair value (loss)/gain arising on hedging instruments during the period (4,007) 5,187 13,019
Tax relating to these items 1,002 (1,296) (3,255)
Other comprehensive (loss)/income for the period, net of tax (3,772) 4,006 10,708
Total comprehensive income for the period attributable to the equity holders 3,274 10,508 34,900
of the Company
Earnings per share cents cents cents
Basic 8 5.7 5.3 19.7
Diluted 8 5.7 5.3 19.5
((1)) The HY24 comparatives have been restated to separate net impairment loss
on trade receivables and contract assets from administrative expenses, as
detailed in note 1.
The above results are derived from continuing operations.
Condensed Consolidated Statement of Financial Position
as at 31 March 2025
Note Unaudited Restated((1) (2)) Restated((1)) Restated((1))
31 March Unaudited Audited Audited
2025 31 March 30 September 1 October
$000 2024 2024 2023
$000 $000 $000
Assets
Non-current assets
Goodwill 9 576,645 573,553 580,829 569,412
Other intangible assets 9 228,924 256,745 244,274 269,729
Property, plant and equipment 777 883 827 874
Right of use assets 2,212 3,524 2,699 3,941
Trade and other receivables 342 696 1,427 138
Total non-current assets 808,900 835,401 830,056 844,094
Current assets
Trade and other receivables 20,239 18,617 17,423 19,965
Contract assets 3,212 1,565 1,499 1,856
Tax asset 3,304 1,175 - 124
Cash and cash equivalents 10 10,878 5,606 6,826 10,416
Total current assets 37,633 26,963 25,748 32,361
Total assets 846,533 862,364 855,804 876,455
Liabilities
Non-current liabilities
Loans and borrowings 11 (117,294) (123,231) (98,530) (132,923)
Tax liabilities - (1,037) - (976)
Lease liabilities (2,005) (2,908) (2,549) (3,240)
Deferred tax liabilities 12 (29,990) (41,754) (33,857) (48,130)
Total non-current liabilities (149,289) (168,930) (134,936) (185,269)
Current liabilities
Trade and other payables (15,421) (12,197) (11,491) (30,343)
Contract liabilities (1,466) (1,737) (1,639) (1,851)
Loans and borrowings 11 (95) (23,944) (22,953) (15,688)
Tax liabilities (585) (736) (4,483) (3,779)
Lease liabilities (968) (767) (886) (731)
Total current liabilities (18,535) (39,381) (41,452) (52,392)
Total liabilities (167,824) (208,311) (176,388) (237,661)
Net assets 678,709 654,053 679,416 638,794
Equity
Share capital 13 17 17 17 17
Share premium 13 334,967 334,458 334,463 334,458
Other reserve 13 330,310 330,310 330,310 330,310
Treasury shares 13 (7,563) - - -
Capital redemption reserve 7 7 7 7
Share option reserve 25,568 30,497 31,418 32,683
Foreign currency translation reserve (33,636) (37,523) (28,862) (42,825)
Retained earnings/(losses) 29,039 (3,713) 12,063 (15,856)
Total equity 678,709 654,053 679,416 638,794
((1)) The reported comparatives have been restated to reflect a prior year
misstatement in relation to deferred tax and goodwill arising from the
LiveAuctioneers acquisition on 1 October 2021. Full details are provided in
note 1.
((2)) The HY24 comparatives have been restated to separately disclose contract
assets and contract liabilities to be in line with reported results for the
year ended 30 September 2024, as detailed in note 1.
Condensed Consolidated Statement of Changes in Equity
for the six months ended 31 March 2025
Share capital Share premium Other reserve Treasury shares Capital Share option reserve Foreign currency translation reserve Retained earnings/(losses) Total
$000 $000 $000 $000 redemption $000 $000 $000 equity
reserve $000
$000
1 October 2023 17 334,458 330,310 - 7 32,683 (42,825) (8,195) 646,455
Adjustment(1) - - - - - - - (7,661) (7,661)
1 October 2023 (restated see note 1) 17 334,458 330,310 - 7 32,683 (42,825) (15,856) 638,794
Profit for the year - - - - - - - 24,192 24,192
Other comprehensive income/(loss) - - - - - - 13,963 (3,255) 10,708
Total comprehensive income for the year - - - - - - 13,963 20,937 34,900
Transactions with owners:
Shares issued - 5 - - - - - - 5
Share-based payments - - - - - (1,265) - 7,665 6,400
Tax relating to items taken directly to equity (restated) - - - - - - - (683) (683)
30 September 2024 (restated see note 1) 17 334,463 330,310 - 7 31,418 (28,862) 12,063 679,416
Profit for the period - - - - - - - 7,046 7,046
Other comprehensive (loss)/income - - - - - - (4,774) 1,002 (3,772)
Total comprehensive (loss)/income for the period - - - - - - (4,774) 8,048 3,274
Transactions with owners:
Shares issued - 504 - - - - - - 504
Repurchase of ordinary share capital - - - (7,563) - - - - (7,563)
Share-based payments - - - - - (5,850) - 8,263 2,413
Tax relating to items taken directly to equity - - - - - - - 665 665
31 March 2025 17 334,967 330,310 (7,563) 7 25,568 (33,636) 29,039 678,709
for the six months ended 31 March 2024 (restated)
Share capital Share premium Other reserve Capital Share option reserve Foreign currency translation reserve Retained earnings/(losses) Total
$000 $000 $000 redemption $000 $000 $000 equity
reserve $000
$000
1 October 2023 17 334,458 330,310 7 32,683 (42,825) (8,195) 646,455
Adjustment(1) - - - - - - (7,661) (7,661)
1 October 2023 (restated see note 1) 17 334,458 330,310 7 32,683 (42,825) (15,856) 638,794
Profit for the period - - - - - - 6,502 6,502
Other comprehensive income/(loss) - - - - - 5,302 (1,296) 4,006
Total comprehensive income for the period - - - - - 5,302 5,206 10,508
Transactions with owners:
Share-based payments - - - - (2,186) - 7,001 4,815
Tax relating to items taken directly to equity (restated) - - - - - - (64) (64)
31 March 2024 (restated see note 1) 17 334,458 330,310 7 30,497 (37,523) (3,713) 654,053
((1)) The reported comparatives have been restated to reflect a prior year
misstatement, as detailed in note 1.
Condensed Consolidated Statement of Cash Flows
for the six months ended 31 March 2025
Note Unaudited Restated(1) Audited
six months Unaudited Year
ended six months ended
31 March ended 30 September
2025 31 March 2024
$000 2024 $000
$000
Cash flows from operating activities
Profit before tax 8,901 3,110 18,383
Adjustments for:
Amortisation of acquired intangible assets 9 16,099 16,117 32,484
Amortisation of internally generated software 9 3,972 2,944 6,532
Depreciation of property, plant and equipment 215 203 426
Depreciation of right of use assets 422 487 939
Loss on derecognition of right of use assets - - 99
Share-based payment expense 2,756 4,620 6,015
Finance income 6 (174) (148) (258)
Finance costs 6 6,279 7,562 14,303
Operating cash flows before movements in working capital 38,470 34,895 78,923
(Increase)/decrease in trade and other receivables (1,930) 921 1,907
(Increase)/decrease in contract assets (1,736) 314 433
Increase/(decrease) in trade and other payables 3,683 (8,361) (9,383)
Decrease in contract liabilities (157) (130) (253)
Cash generated by operations 38,330 27,639 71,627
Income taxes paid (11,100) (8,894) (13,396)
Net cash from operating activities 27,230 18,745 58,231
Cash flows from investing activities
Additions to internally generated software 9 (5,691) (4,970) (10,843)
Payment for property, plant and equipment (171) (205) (362)
Receipt of interest on lease receivable 10 - 9
Receipt of lease asset 48 - 132
Finance income received 164 148 249
Net cash used in investing activities (5,640) (5,027) (10,815)
Cash flows from financing activities
Payment of deferred consideration - (10,000) (10,000)
Repayment of loans and borrowings (122,635) (11,300) (37,150)
Proceeds from loans and borrowings 119,600 9,500 9,500
Payment of interest on lease liabilities (119) (146) (281)
Payment of lease liabilities (397) (361) (749)
Shares issued 13 504 - 5
Repurchase of shares 13 (7,563) - -
Interest paid (6,856) (6,306) (12,459)
Net cash used in financing activities (17,466) (18,613) (51,134)
Cash and cash equivalents at beginning of the period 6,826 10,416 10,416
Net increase/(decrease) in cash and cash equivalents 4,124 (4,895) (3,718)
Effect of foreign exchange rate changes (72) 85 128
Cash and cash equivalents at the end of the period 10,878 5,606 6,826
((1)) The HY24 comparatives have been restated to separately disclose contract
assets and contract liabilities to be in line with reported results for the
year ended 30 September 2024, as detailed in note 1.
Notes to the Condensed Consolidated Interim Financial Statements
1. Accounting policies
General information
Auction Technology Group plc (the "Company") is a company incorporated in the
United Kingdom under the Companies Act. The Company is a public company
limited by shares and is registered in England and Wales.
These Condensed Consolidated Interim Financial Statements have been approved
on 14 May 2025.
These Condensed Consolidated Interim Financial Statements for the period do
not constitute statutory financial statements within the meaning of s434 of
the Companies Act 2006. Statutory accounts for the year ended
30 September 2024 have been delivered to the Registrar of Companies. They
are also available on the Group's website (www.auctiontechnologygroup.com).
The audit report for those accounts was unqualified, did not draw attention to
any matters by way of emphasis without qualifying the report and did not
contain a statement under 498(2) or (3) of the Companies Act 2006. These
Condensed Consolidated Interim Financial Statements have been reviewed and not
audited.
Restatement
Correction of misstatement in accounting for a business combination
During the preparation of the Condensed Consolidated Interim Financial
Statements for the period ended 31 March 2025, a material misstatement was
identified in the accounting for the LiveAuctioneers business combination,
relating to the year ended 30 September 2022. Specifically, certain
identifiable deferred tax assets as part of the business combination, and
goodwill was consequently overstated by $9.2m.
A deferred tax asset of $9.2m should have been recognised at the acquisition
date in respect of the equity-settled share options and restricted stock units
("replacement awards") issued to management to replace their share options
held in LiveAuctioneers pre-acquisition. As the replacement awards are tax
deductible, a deferred tax asset should have been recognised at the
acquisition date based on the estimated tax deduction that would be received
upon exercise in subsequent periods. The share price at the acquisition date
was £13.54, and these replacement awards comprised £27.3m ($36.7m) of the
total consideration £404.7m ($543.9m). From an accounting perspective,
these replacement awards were concluded to be consideration and accounted for
under IFRS 3 "Business Combinations". Therefore, there has been no share-based
payments charge under IFRS 2 "Share-based Payments" recorded in the Group
financial statements post-acquisition in respect of these replacement awards.
The options had an exercise price of £1.86 and there were no vesting
conditions attached to the options. The options have not been underwater and
are expected to be exercised. The timing of exercise is unknown and at the
discretion of the holders of the replacement awards. Subsequent to the
acquisition date, the deferred tax asset should have been remeasured at each
reporting date to reflect the change in the Group's share price and
anticipated tax deduction. The movements in deferred tax asset and the current
tax deduction are reflected as tax relating to items taken directly to equity
in the Condensed Consolidated Statement of Changes in Equity.
The misstatement resulted from the incorrect application of IFRS 3 "Business
Combinations", specifically in relation to the recognition and fair valuation
of identifiable assets acquired. In accordance with IAS 8 "Accounting
Policies, Changes in Accounting Estimates and Errors", the Group has
considered the quantitative and qualitative nature of the misstatement and
concluded it appropriate to restate the comparative information presented for
the period ended 31 March 2025 on this basis that this adjustment is
quantitatively material. In addition, the Group has presented a third
Statement of Financial Position as at 1 October 2023 as a result of the
adjustment impacting opening reserves.
Changes to Condensed Consolidated Statement of Financial Position and
Condensed Consolidated Statement of Changes in Equity:
Reported Change Restated Reported Change Restated
Audited $000 Audited Audited $000 Audited
Year ended Year ended Year ended Year ended
30 September 30 September 30 September 1 October
2024 2024 2023 2023
$000 $000 $000 $000
Goodwill (see note 9) 589,989 (9,160) 580,829 578,572 (9,160) 569,412
Net deferred tax liabilities (see note 12) (34,673) 816 (33,857) (49,629) 1,499 (48,130)
Retained earnings/(losses) 20,407 (8,344) 12,063 (8,195) (7,661) (15,856)
Reported Change Restated
Unaudited $000 Unaudited
six months six months
ended ended
31 March 31 March
2024 2024
$000 $000
Goodwill (see note 9) 582,713 (9,160) 573,553
Net deferred tax liabilities (see note 12) (43,189) 1,435 (41,754)
Retained earnings/(losses) 4,012 (7,725) (3,713)
There is no impact to the Condensed Consolidated Statement of Profit and Loss
and Other Comprehensive Income or Loss and the Condensed Consolidated
Statement of Cash Flows as a result of this restatement.
Presentation change in 2024 Annual Report and Accounts applied to 2024
Condensed Consolidated Interim Statements
· The Condensed Consolidated Statement of Profit or Loss for the six
months ended 31 March 2024 has been restated to separate net impairment loss
on trade receivables (31 March 2024: $1.9m) from administrative expenses,
where they were reported in previous periods.
· The Condensed Consolidated Statement of Financial Position at 31
March 2024 and Condensed Consolidated Statement of Cash Flows for the six
months ended 31 March 2024 have been restated to separately disclose contracts
assets and contract liabilities. All balances relating to contract assets (31
March 2024 $1.6m) and contract liabilities (31 March 2024: $1.7m) had
previously been included in trade and other receivables and trade and other
payables respectively. There is no impact to the Condensed Consolidated
Statement of Profit and Loss and Other Comprehensive Income or Loss, the
Condensed Consolidated Statement of Changes in Equity as a result of this
restatement.
Basis of preparation
These Condensed Consolidated Interim Financial Statements have been prepared
in accordance with United Kingdom adopted International Accounting Standard
34, "Interim Financial Reporting". The Condensed Consolidated Interim
Financial Statements do not include all the information required for full
annual financial statements and should be read in conjunction with the Group's
Annual Report and Accounts for the year ended 30 September 2024 which have
been prepared in accordance with the requirements of the Companies Act 2006.
In determining the information to be disclosed in the notes to the Condensed
Consolidated Interim Financial statements in accordance with IAS 34, the Group
has taken into account its materiality in relation to these Condensed
Consolidated Interim Financial Statements.
The Condensed Consolidated Interim Financial Statements have been prepared
under the historical cost convention. There are no financial instruments
measured at fair value on a recurring basis.
The accounting policies applied in these Condensed Consolidated Interim
Financial Statements are the same as those applied in the most recent annual
financial statements except for taxes on income. Tax on income in the interim
period is recognised by applying the effective tax rate that would be
applicable to the expected full year profit or loss to the period's result.
New and amended accounting standards adopted by the Group
There were no new standards adopted by the Group in the period but the
following amendments became applicable during the current reporting period:
· Amendment to IFRS 16: Lease Liability in a Sale and Leaseback
· Amendments to IAS 1: Classification of Liabilities as Current or
Non-current
· Amendments to IAS 1: Non-current Liabilities with Covenants
· Amendments to IAS 7 and IFRS 7: Supplier Finance Arrangements
These amendments did not have a material impact on the Group's accounting
policies and have therefore not resulted in any changes in these Condensed
Consolidated Interim Financial Statements.
Going concern
The Directors are required to assess going concern at each reporting period.
The Directors have undertaken the going concern assessment for the Group for
the period to 30 June 2026. The Directors have assessed the Group's prospects
and after considering the current financial projections, the bank facilities
available and then applying severe but plausible sensitivities. The Directors
of the Company are satisfied that the Group has sufficient resources for its
operational needs and will remain in compliance with the financial covenants
in its bank facilities until at least 30 June 2026. For this reason, the
Directors continue to adopt the going concern basis in preparing these
Condensed Consolidated Interim Financial Statements for the Group.
The process and key judgements in coming to this conclusion are set out below:
Liquidity: The Group entered into a New Senior Facilities Agreement on 11
February 2025 (the "SFA 2029") which comprises a multi-currency credit
facility for $200m. Any sums outstanding under the SFA 2029 will be due for
repayment on 10 February 2029. During the six months ended 31 March 2025, a
revolving credit facility ("RCF") of $119.6m was drawn down. At 31 March 2025
the RCF was subject to interest at a margin of 2.00% over US SOFR.
Covenants: The Group is subject to covenant tests on the SFA 2029, the net
leverage ratio of <3.0x and interest cover ratio >3.5x, with the most
sensitive covenant being the net leverage ratio covenant, adjusted net debt:
trailing 12-month adjusted EBITDA. Under the base case forecasts and each of
the downside scenarios, including the combined downside scenario, the Group is
forecast to be in compliance with the covenants and have cash headroom,
without applying mitigating actions which could be implemented such as
reducing capital expenditure spend. At 31 March 2025, the net leverage ratio
was 1.3x compared to the limit of 3.0x and therefore the Group was comfortably
within the covenant.
Scenario planning: The Directors have undertaken the going concern assessment
for the Group, taking into consideration the Group's business model, strategy,
and principal and emerging risks. As part of the going concern review the
Directors have reviewed the Group's forecasts and projections, and assessed
the headroom on the Group's facilities and the banking covenants. This has
been considered under a base case and several plausible but severe downside
scenarios, taking into consideration the Group's principal risks and
uncertainties including the current macroeconomic environment.
These scenarios include:
• significant reduction in marketplace revenue due to a reduction in
THV of 4% in FY25 and 7% in FY26 versus the base case
• significant reduction in marketplace revenue due to conversion rate
decline of 3% in FY25 and 8% in FY26 versus the base case; and,
• 50% lower revenue growth from value-added services across the Group
versus the base case.
None of these scenarios individually, or in the combined scenario, which
reduces adjusted EBITDA by $26m over the forecast period, threaten the Group's
ability to continue as a going concern. Even in the combined downside scenario
modelled (the combination of all downside scenarios occurring at once) the
Group would be able to operate within the level of its current available debt
facilities and covenants. A reverse stress test has been performed and revenue
would have to decline by 21% across the whole Group without any cost
mitigation actions applied such as ceasing the share repurchase programme,
reducing capital expenditure or discretional costs before the Group has a
going concern issue.
Accordingly, the Directors continue to adopt the going concern basis in
preparing the Condensed Consolidated Interim Financial Statements for the six
months ended 31 March 2025.
2. Significant judgements and key sources of estimation uncertainty
The preparation of the Group's Condensed Consolidated Interim Financial
Statements requires the use of certain judgements, estimates and assumptions
that affect the reported amounts of assets, liabilities, income and expenses.
In preparing these Condensed Consolidated Interim Financial Statements, the
significant judgements made by management in applying the Group's accounting
policies and the key sources of estimation uncertainty were the same as those
that applied to the most recent annual financial statements for the year ended
30 September 2024. There is only considered to be one significant estimate for
the period ended 31 March 2025, which is the impairment of goodwill for
Auction Services cash-generating unit.
3. Alternative performance measures
The Group uses a number of alternative performance measures ("APMs") in
addition to those measures reported in accordance with United Kingdom adopted
International Accounting Standards ("UK-adopted IAS"). Such APMs are not
defined terms under UK-adopted IAS and are not intended to be a substitute for
any UK-adopted IAS measure. The Directors believe that the APMs are important
when assessing the ongoing financial and operating performance of the Group
and do not consider them to be more important than, or superior to, their
equivalent IAS measure. The APMs improve the comparability of information
between reporting periods by adjusting for factors such as one-off items and
the timing of acquisitions.
The APMs are used internally in the management of the Group's business
performance, budgeting and forecasting, and for determining Executive
Directors' remuneration and that of other management throughout the business.
The APMs are also presented externally to meet investors' requirements for
further clarity and transparency of the Group's financial performance. Where
items of income or expense are being excluded in an APM, these are included
elsewhere in our reported financial information as they represent actual
income or costs of the Group.
Adjusted EBITDA
Adjusted EBITDA is the measure used by the Directors to assess the trading
performance of the Group's businesses and is the measure of segment profit.
Adjusted EBITDA represents profit/(loss) before taxation, finance costs,
depreciation and amortisation, share-based payment expense and exceptional
operating items. Adjusted EBITDA at segment level is consistently defined but
excludes central administration costs including Directors' salaries.
The following table provides a reconciliation from profit before tax to
adjusted EBITDA:
Unaudited Unaudited Audited
six months six months Year
ended ended ended
31 March 31 March 30 September
2025 2024 2024
$000 $000 $000
Profit before tax 8,901 3,110 18,383
Adjustments for:
Net finance costs (note 6) 6,105 7,414 14,045
Amortisation of acquired intangible assets (note 9) 16,099 16,117 32,484
Amortisation of internally generated software (note 9) 3,972 2,944 6,532
Depreciation of property, plant and equipment 215 203 426
Depreciation of right of use assets 422 487 939
Share-based payment expense 2,756 4,620 6,015
Exceptional operating items - 828 1,145
Adjusted EBITDA 38,470 35,723 79,969
The following table provides the calculation of adjusted EBITDA margin which
represents adjusted EBITDA divided by revenue:
Unaudited Unaudited Audited
six months six months Year
ended ended ended
31 March 31 March 30 September
2025 2024 2024
$000 $000 $000
Reported revenue (note 4,5) 88,955 86,022 174,148
Adjusted EBITDA 38,470 35,723 79,969
Adjusted EBITDA margin 43% 42% 46%
The basis for treating these items as adjusting is as follows:
Share-based payment expense
The Group operates several employee share schemes. The share-based payment
expense is a significant non-cash charge driven by a valuation model which
references the Group's share price. As the Group is still early in its life
cycle as a newly listed business the expense is distortive in the short term
and is not representative of the cash performance of the business.
Exceptional operating items
The Group applies judgement in identifying significant items of income and
expenditure that are disclosed separately from other administrative expenses
as exceptional where, in the judgement of the Directors, they need to be
disclosed separately by virtue of their nature or size in order to obtain a
clear and consistent presentation of the Group's ongoing business performance.
Such items could include, but may not be limited to, costs associated with
business combinations, gains and losses on the disposal of businesses,
significant reorganisation or restructuring costs and impairment of goodwill
and acquired intangible assets. Any item classified as an exceptional item
will be significant and not attributable to ongoing operations and will be
subject to specific quantitative and qualitative thresholds set by and
approved by the Directors prior to being classified as exceptional.
The exceptional operating items are detailed below:
Unaudited Unaudited Audited
six months six months Year
ended ended ended
31 March 31 March 30 September
2025 2024 2024
$000 $000 $000
Acquisition costs - (828) (828)
Finance transformation - - (317)
Exceptional operating items - (828) (1,145)
There were no exceptional costs for the six months ended 31 March 2025.
The acquisition costs in HY24 and FY24 were primarily in respect of the costs
relating to the acquisition of ESN on 6 February 2023. The business has
undertaken focused acquisitive activity which has been strategically
implemented to increase income, service range and critical mass of the Group.
Acquisition costs comprised legal, professional, other consultancy expenditure
incurred and retention bonuses for ESN employees which were payable one year
after completion. The retention bonus was subject to service conditions and
was accrued over the period.
Costs of $0.3m were incurred in FY24 as a result of the transformation of the
North America finance department. These exceptional operating items include
the sublease of the Omaha office which is no longer being occupied by the
finance team, the merger of trading entities and costs associated with the
system finance transformation which were not capitalised. These costs include
professional fees, retention costs and loss on derecognition of a right of use
asset.
The net cash outflow related to exceptional operating items in the period was
nil (HY24: $2.2m, FY24: $2.5m).
Adjusted earnings and adjusted diluted earnings per share
Adjusted earnings excludes share-based payment expense, exceptional items
(operating and finance), amortisation of acquired intangible assets, and any
related tax effects.
The following table provides a reconciliation from profit after tax to
adjusted earnings:
Unaudited Unaudited Audited
six months six months Year
ended ended ended
31 March 31 March 30 September
2025 2024 2024
$000 $000 $000
Profit attributable to equity shareholders of the Company 7,046 6,502 24,192
Adjustments for:
Amortisation of acquired intangible assets 16,099 16,117 32,484
Exceptional finance items 1,370 685 906
Share-based payment expense 2,756 4,620 6,015
Exceptional operating items - 828 1,145
Deferred tax on unrealised foreign exchange differences - (2,942) (8,054)
Tax on adjusted items (3,652) (5,264) (8,929)
Adjusted earnings 23,619 20,546 47,759
Unaudited Unaudited Audited
six months six months Year
ended ended ended
31 March 31 March 30 September
2025 2024 2024
$000 $000 $000
Number Number Number
Diluted weighted average number of shares (note 8) 124,259,766 123,582,309 123,848,562
cents cents Cents
Adjusted diluted earnings per share (in cents) 19.0 16.6 38.6
The basis for treating these items not already defined above as adjusting is
as follows:
Amortisation of acquired intangible assets acquired through business
combinations
The amortisation of acquired intangibles arises from the purchase
consideration of a number of separate acquisitions. These acquisitions are
portfolio investment decisions that took place at different times and are
items in the Consolidated Statement of Financial Position that relate to
M&A activity rather than the trading performance of the business.
Exceptional finance items
Exceptional finance items include foreign exchange differences arising on the
revaluation of the foreign currency loans, intercompany and restricted cash,
movements in contingent and deferred consideration and costs incurred on the
early repayment of loan costs. These exceptional finance items are excluded
from adjusted earnings to provide readers with helpful additional information
on the performance of the business across periods because it is consistent
with how the business performance is reported and assessed by the Board.
Deferred tax on unrealised foreign exchange differences
For HY24 and FY24, in calculating the adjusted tax rate, the Group excluded
the potential future impact of the deferred tax effects on unrealised foreign
exchange differences arising on intra-group balances. The unrealised foreign
exchange differences were not recognised in the Group's profit for the year
due to differences in the functional currency basis under tax and accounting
rules for the US holding entities.
Tax on adjusted items
Tax on adjusted items includes the tax effect of acquired intangible
amortisation, exceptional (operating and finance items) and share-based
payment expense. In calculating the adjusted tax rate, the Group excludes the
potential future impact of the deferred tax effects on deductible goodwill and
intangible amortisation (other than internally generated software), as
management provides users of its Group accounts a view of the tax charge based
on the current status of such items. Deferred tax would only crystallise on a
sale of the relevant businesses, which is not anticipated at the current time,
and such a sale, being an exceptional item, would result in an exceptional tax
impact.
Organic revenue
Organic revenue is shown on a constant currency basis using average exchange
rates for the current financial period applied to the comparative period and
is used to eliminate the effects of fluctuations in assessing performance.
There were no acquisitions that affected the comparability of the Group's
results. Refer to the Glossary for the full definition.
The following table provides a reconciliation of organic revenue from reported
results:
Unaudited Unaudited
six months six months
ended ended
31 March 31 March
2025 2024
$000 $000
Reported revenue 88,955 86,022
Constant currency adjustment - 202
Organic revenue 88,955 86,224
Increase in organic revenue % 3%
Adjusted net debt
Adjusted net debt comprises external borrowings net of arrangement fees, cash
and cash equivalents and allows management to monitor the indebtedness of the
Group. Adjusted net debt excludes lease liabilities and restricted cash (see
note 10).
Cash and cash equivalents includes cash held by the Trustee of the Group's
Employee Benefit Trust, which is not available to circulate within the Group
on demand. This has been included in restricted cash.
Unaudited Unaudited Audited
six months six months Year
ended ended ended
31 March 31 March 30 September
2025 2024 2024
$000 $000 $000
Cash at bank (note 10) 10,877 5,604 6,824
Current loans and borrowings (note 11) (95) (23,944) (22,953)
Non-current loans and borrowings (note 11) (117,294) (123,231) (98,530)
Total loans and borrowings (117,389) (147,175) (121,483)
Adjusted net debt (106,512) (141,571) (114,659)
Adjusted free cash flow and adjusted free cash flow conversion
Adjusted free cash flow represents cash flow from operations less additions to
internally generated software and property, plant and equipment. Internally
generated software includes development costs in relation to software that are
capitalised when the related projects meet the recognition criteria under
UK-adopted IAS for an internally generated intangible asset. Movement in
working capital is adjusted for balances relating to exceptional items. The
Group monitors its operational efficiency with reference to operational cash
conversion, defined as free cash flow as a percentage of adjusted EBITDA.
The Group uses adjusted cash flow measures for the same purpose as adjusted
profit measures, in order to assist readers of the accounts in understanding
the operational performance of the Group. The two measures used are free cash
flow and free cash flow conversion. A reported free cash flow and cash
conversion rate has not been provided as it would not give a fair indication
of the Group's free cash flow and conversion performance given the high value
of working capital from exceptional items.
Unaudited Unaudited Audited
six months six months Year
ended ended ended
31 March 31 March 30 September
2025 2024 2024
$000 $000 $000
Adjusted EBITDA 38,470 35,723 79,969
Cash generated from operations 38,330 27,639 71,627
Adjustments for:
Exceptional operating items - 828 1,145
Working capital from exceptional and other items - 4,381 4,282
Additions to internally generated software (note 9) (5,691) (4,970) (10,843)
Additions to property, plant and equipment (171) (205) (362)
Adjusted free cash flow 32,468 27,673 65,849
Adjusted free cash flow conversion (%) 84% 77% 82%
4. Operating segments
The operating segments reflect the Group's management and internal reporting
structure, which is used to assess both the performance of the business and to
allocate resources within the Group. The assessment of performance and
allocation of resources is focused on the category of customer for each type
of activity.
The Board has determined an operating management structure aligned around the
four core operations of the Group.
The four operating segments are as follows:
· Art & Antiques ("A&A") marketplaces: focused on offering
auction houses that specialise in the sale of arts and antiques access to the
platforms thesaleroom.com, liveauctioneers.com, lot-tissimo.com and
EstateSales.NET. A significant part of the Group's services is provision of a
platform as a marketplace for the A&A auction houses to sell their goods.
The segment also generates earnings through additional services such as
listing subscriptions, advertising and marketing income, atgPay and atgShip.
The Group contracts with customers predominantly under service agreements,
where the number of auctions to be held and the service offering differs from
client to client.
· Industrial & Commercial ("I&C") marketplaces: focused on
offering auction houses that specialise in the sale of industrial and
commercial goods and machinery access to the platforms BidSpotter.com,
BidSpotter.co.uk and proxibid.com, as well as i-bidder.com for consumer
surplus and retail returns. A significant part of the Group's services is
provision of the platform as a marketplace for the I&C auction houses to
sell their goods. The segment also generates earnings through additional
services such as advertising and marketing income and atgPay. The Group
contracts with customers predominantly under service agreements, where the
number of auctions to be held and the service offering differs from client to
client.
· Auction Services: includes revenues from the Group's auction house
back-office products with Auction Mobility and other white label products
including Wavebid.com.
· Content: focused on the Antiques Trade Gazette paper and online
magazine. The business focuses on two streams of income: selling subscriptions
of the Gazette and selling advertising space within the paper and online. The
Directors have disclosed information required by IFRS 8 for the Content
segment despite the segment not meeting the reporting threshold.
· There are no undisclosed or other operating segments.
An analysis of the results for the period by reportable segment is as follows:
Unaudited six months ended 31 March 2025
A&A I&C Auction Services Content Centrally allocated Total
$000 $000 $000 $000 costs $000
$000
Revenue 46,141 37,023 3,995 1,796 - 88,955
Adjusted EBITDA (see note 3 for definition and reconciliation) 36,428 30,137 2,798 618 (31,511) 38,470
Amortisation of intangible assets (note 9) (12,983) (6,248) (840) - - (20,071)
Depreciation of property, plant and equipment (78) (124) (6) (7) - (215)
Depreciation of right of use assets (332) (61) (2) (27) - (422)
Share-based payment expense (1,231) (1,434) (36) - (55) (2,756)
Operating profit/(loss) 21,804 22,270 1,914 584 (31,566) 15,006
Net finance costs (note 6) - - - - (6,105) (6,105)
Profit/(loss) before tax 21,804 22,270 1,914 584 (37,671) 8,901
Unaudited six months ended 31 March 2024
A&A I&C Auction Services Content Centrally allocated Total
$000 $000 $000 $000 costs $000
$000
Revenue 44,575 35,235 4,364 1,848 - 86,022
Adjusted EBITDA (see note 3 for definition and reconciliation) 36,034 29,604 2,473 690 (33,078) 35,723
Amortisation of intangible assets (note 9) (12,674) (5,496) (891) - - (19,061)
Depreciation of property, plant and equipment (79) (110) (6) (8) - (203)
Depreciation of right of use assets (338) (116) (4) (29) (487)
Share-based payment expense (658) (889) (40) - (3,033) (4,620)
Exceptional operating items (note 3) (828) - - - - (828)
Operating profit/(loss) 21,457 22,993 1,532 653 (36,111) 10,524
Net finance costs (note 6) - - - - (7,414) (7,414)
Profit/(loss) before tax 21,457 22,993 1,532 653 (43,525) 3,110
Audited year ended 30 September 2024
A&A I&C Auction Services Content Centrally allocated Total
$000 $000 $000 $000 costs $000
$000
Revenue 90,289 71,795 8,406 3,658 - 174,148
Adjusted EBITDA (see note 3 for definition and reconciliation) 72,398 60,746 5,040 1,224 (59,439) 79,969
Amortisation of intangible assets (note 9) (25,688) (11,413) (1,915) - - (39,016)
Depreciation of property, plant and equipment (158) (240) (12) (16) - (426)
Depreciation of right of use assets (678) (199) (5) (57) - (939)
Share-based payment expense (1,477) (1,810) (65) - (2,663) (6,015)
Exceptional operating items (note 3) (1,145) - - - - (1,145)
Operating profit/(loss) 43,252 47,084 3,043 1,151 (62,102) 32,428
Net finance costs (note 6) - - - - (14,045) (14,045)
Profit/(loss) before tax 43,252 47,084 3,043 1,151 (76,147) 18,383
Segment assets are measured in the same way as in the financial statements.
These assets are allocated based on the operations of the segment and the
physical location of the asset.
Unaudited Restated Restated
31 March 2025
Unaudited Audited
31 March 2024
30 September 2024
Total Additions Total Additions Total Additions
non-current assets to non-current non-current assets to non-current non-current assets to non-current
$000 assets $000 assets $000 assets
$000 $000 $000
A&A 552,808 2,623 571,394 2,209 563,207 5,033
I&C 224,237 3,130 230,304 2,896 234,171 6,088
Auction Services 31,629 106 33,390 64 32,398 105
Content 226 3 313 6 280 18
808,900 5,862 835,401 5,175 830,056 11,244
The reported comparatives have been restated to reflect a prior year
misstatement, as detailed in note 1.
Unaudited Restated Restated
six months Unaudited Audited
ended six months Year
31 March ended ended
2025 31 March 30 September
$000 2024 2024
$000 $000
By geographical location
United Kingdom 58,456 71,326 68,202
USA 745,340 759,017 756,556
Germany 5,089 5,058 5,298
Mexico 15 - -
808,900 835,401 830,056
The reported comparatives have been restated to reflect a prior year
misstatement, as detailed in note 1.
The Group has taken advantage of paragraph 23 of IFRS 8 "Operating Segments"
and does not provide segmental analysis of net assets as this information is
not used by the Directors in operational decision making or monitoring of
business performance.
5. Revenue
Unaudited Unaudited Audited
six months six months Year
ended ended ended
31 March 31 March 30 September
2025 2024 2024
$000 $000 $000
Product and customer types
A&A 46,141 44,575 90,289
I&C 37,023 35,235 71,795
Auction Services 3,995 4,364 8,406
Content 1,796 1,848 3,658
88,955 86,022 174,148
Primary geographical markets
by location of operations
United Kingdom 13,026 12,732 25,299
USA 72,936 70,444 143,282
Germany 2,993 2,846 5,567
88,955 86,022 174,148
By location of customer
United Kingdom 13,740 13,096 25,889
USA 67,668 65,088 132,708
Europe 4,644 4,566 8,892
Rest of world 2,903 3,272 6,659
88,955 86,022 174,148
Timing of transfer of goods and services
Point in time 79,692 76,594 155,285
Over time 9,263 9,428 18,863
88,955 86,022 174,148
Due to the nature of the Group's business, it is not materially affected by
seasonal or cyclical trading.
6. Net finance costs
Unaudited Unaudited Audited
six months six months Year
ended ended ended
31 March 31 March 30 September
2025 2024 2024
$000 $000 $000
Interest income 164 148 249
Interest on lease receivable 10 - 9
Finance income 174 148 258
Interest on loans and borrowings (4,483) (6,399) (12,437)
Amortisation of finance costs (1,296) (332) (679)
Foreign exchange loss (375) (554) (525)
Movements in deferred consideration - (131) (131)
Interest on lease liabilities (119) (146) (281)
Interest on tax (6) - (250)
Finance cost (6,279) (7,562) (14,303)
Net finance costs (6,105) (7,414) (14,045)
7. Taxation
Unaudited Unaudited Audited
six months six months Year
ended ended ended
31 March 31 March 30 September
2025 2024 2024
$000 $000 $000
Current tax
Current tax on profit for the period 7,522 3,529 9,731
Adjustments in respect of prior years (2,371) - 214
Total current tax 5,151 3,529 9,945
Deferred tax
Current year (4,481) (6,921) (15,967)
Adjustments from change in tax rates 711 - (278)
Adjustments in respect of prior years 474 - 491
Deferred tax (3,296) (6,921) (15,754)
Tax expense/(credit) 1,855 (3,392) (5,809)
The tax on the Group's profit before tax differs from the theoretical amount
that would arise using the standard tax rate applicable to the profits of the
Group as follows:
Unaudited Unaudited Audited
six months six months Year
ended ended ended
31 March 31 March 30 September
2025 2024 2024
$000 $000 $000
Profit before tax 8,901 3,110 18,383
Tax at United Kingdom tax rate of 25% (2024: 25%) 2,225 777 4,596
Tax effect of:
Deferred tax on unrealised foreign exchange differences - (2,942) (8,054)
Foreign exchange difference not taxable for tax purposes 1,404 (1,204) (3,440)
Non-deductible expenditure (376) 66 1,313
Deductible items (291) - (582)
Movement in provision for tax uncertainties 15 - (439)
Difference in overseas tax rates 64 (89) 370
Adjustments from change in tax rates 711 - (278)
Adjustments in respect of prior years (1,897) - 705
Tax expense/(credit) 1,855 (3,392) (5,809)
The total tax expense recognised based on management's best estimate of the
effective tax rate for the full year, before discrete items, is 25% (HY24:
25%) applied to the profit before tax of the six-month period. The effective
tax rate including these items is 29% (HY24: 13%).
In 2024, the deferred tax credit on unrealised foreign exchange differences
(HY24: $2.9m, FY24: $8.1m) arose from US holding companies with pound sterling
as their functional currency for the Condensed Consolidated Financial
Statements but US dollar functional currency under US tax rules. Per the US
tax basis these holding companies included an unrealised foreign exchange loss
on intra-group loans denominated in pound sterling totalling £246.2m.
Unrealised foreign exchange differences are not taxable until they are
realised, giving rise to deferred tax. On 25 September 2024, the intra-group
loan was redenominated into US dollars and a loss of $0.7m realised. From this
date there is no foreign exchange exposure on this loan and deferred tax
liability is $nil.
The Group's profit before tax includes foreign exchange loss of $5.2m (tax
effected: $1.4m) from US holding companies on their US dollar denominated
intra-group balances (HY24: gain of $4,8m, tax effected: $1.2m, FY24: gain of
$13.5m, tax effected: $3.4m) which are not taxable for US tax purposes.
Non-deductible expenditure primarily relates to share-based payments and
deductible items include research and development tax credits.
The adjustments from change in tax rates relates to the impact in the US
blended state tax rate arising from changes in the distribution of sales
between states.
The adjustments in respect of prior years relates to tax refund owing to the
Group for the year ended 30 September 2020 and 2021.
The movement in provisions for tax uncertainties reflects releases due to the
expiry of relevant statutes of limitation. The Group's tax affairs are
governed by local tax regulations in the UK, North America, Germany and
Mexico. Given the uncertainties that could arise in the application of these
regulations, judgements are often required in determining the tax that is due.
Where management is aware of potential uncertainties in local jurisdictions,
that are judged more likely than not to result in a liability for additional
tax, a provision is made for management's expected value of the liability,
determined with reference to similar transactions and third-party advice. This
provision at 31 March 2025 amounted to $0.6m (HY24: $1.0m, FY24: $0.6m).
Tax recognised in other comprehensive income/(loss) and equity:
Unaudited Restated Restated
six months Unaudited Audited
ended six months Year
31 March ended ended
2025 31 March 30 September
$000 2024 2024
$000 $000
Other comprehensive income/(loss)
Current tax 1,002 (1,296) (3,255)
Equity
Current tax 263 - -
Deferred tax 402 (64) (683)
665 (64) (683)
The reported comparatives have been restated to reflect a prior year
misstatement, as detailed in note 1.
Current tax recognised in other comprehensive income/(loss) includes income
tax on the Group's net investment hedge. Current and deferred tax recognised
directly in equity relates to share-based payments.
8. Earnings per share
Basic earnings per share is calculated by dividing the profit for the period
attributable to ordinary shareholders by the weighted average number of
ordinary shares outstanding during the period, after excluding the weighted
average number of non-vested ordinary shares.
Diluted earnings per share is calculated by dividing the profit for the period
attributable to ordinary shareholders by the weighted average number of
ordinary shares including non-vested/non-exercised ordinary shares. During the
period and prior period, the Group awarded conditional share awards to
Directors and certain employees through an LTIP.
Unaudited Unaudited Audited
six months six months Year
ended ended ended
31 March 31 March 30 September
2025 2024 2024
$000 $000 $000
Profit attributable to equity shareholders of the Company 7,046 6,502 24,192
Number Number Number
Weighted average number of shares in issue 122,228,279 121,625,963 121,711,636
Weighted number of options vested not exercised 981,875 1,083,615 1,082,642
Weighted average number of shares held by the Employee Benefit Trust (61,539) (108,509) (67,210)
Weighted average number of shares held in Treasury (76,274) - -
Weighted average number of shares 123,072,341 122,601,069 122,727,068
Dilutive share options 1,187,425 981,240 1,121,494
Diluted weighted average number of shares 124,259,766 123,582,309 123,848,562
cents cents cents
Basic earnings per share 5.7 5.3 19.7
Diluted earnings per share 5.7 5.3 19.5
During the period to 31 March 2025 the Group repurchased 999,082 shares which
are held in treasury. The cash outflow was $7.6m (including transaction costs
of $0.1m) pursuant to the share repurchase programme that was announced on 4
March 2025.
9. Goodwill and other intangible assets
Software Customer relationships Brand Non-compete Total acquired intangible assets Internally generated software Goodwill Total
$000 $000 $000 agreement $000 $000 $000 $000
$000
1 October 2023 30,510 187,261 37,213 469 255,453 14,276 578,572 848,301
Adjustment(1) - - - - - - (9,160) (9,160)
1 October 2023 (restated see note 1) 30,510 187,261 37,213 469 255,453 14,276 569,412 839,141
Additions - - - - - 10,843 - 10,843
Amortisation (4,412) (23,925) (3,694) (453) (32,484) (6,532) - (39,016)
Exchange differences - 2,022 403 - 2,425 293 11,417 14,135
30 September 2024 (restated see note 1) 26,098 165,358 33,922 16 225,394 18,880 580,829 825,103
Additions - - - - - 5,691 - 5,691
Amortisation (2,186) (12,054) (1,843) (16) (16,099) (3,972) - (20,071)
Exchange differences - (694) (144) - (838) (132) (4,184) (5,154)
31 March 2025 23,912 152,610 31,935 - 208,457 20,467 576,645 805,569
Software Customer relationships Brand Non-compete Total acquired intangible assets Internally generated software Goodwill Total
$000 $000 $000 agreement $000 $000 $000 $000
$000
1 October 2023 30,510 187,261 37,213 469 255,453 14,276 578,572 848,301
Adjustment(1) - - - - - - (9,160) (9,160)
1 October 2023 (restated see note 1) 30,510 187,261 37,213 469 255,453 14,276 569,412 839,141
Additions - - - - - 4,970 - 4,970
Amortisation (2,185) (11,885) (1,838) (209) (16,117) (2,944) - (19,061)
Exchange differences - 852 158 - 1,010 97 4,141 5,248
31 March 2024 (restated see note 1) 28,325 176,228 35,533 260 240,346 16,399 573,553 830,298
((1)) The reported comparatives have been restated to reflect a prior year
misstatement, as detailed in note 1.
At 31 March 2025, management have considered if any impairment indicators
exist and undertook an impairment assessment for the Auction Services CGU
which concluded no impairment was required. The Auction Services CGU continues
to be sensitive to a movement in any one of the key assumptions. For the six
months ended 31 March 2025, Auction Services has performed ahead of Board
approved financial budget. This has been factored into the assessment at 31
March 2025 along with the increase in pre-tax discount rate from 10.3% to
11.2% due to increase in risk-free rates and asset betas. Management have
performed sensitivity analysis based on reasonably possible scenarios
including increasing the discount rates and reducing the CAGR on the future
forecast cash flows, both of which are feasible given the current future
uncertainty of the macroeconomic environment.
For Auction Services, with a headroom of $0.8m (FY24: $0.9m), an increase in
the discount rate from 11.2% to 11.4%, or decrease in the long-term growth
rate from 3% to 2.7%, or decrease of 1 ppt in the CAGR on the five-year
future forecast cash flows, would result in the recoverable amount to fall
below the carrying value. If the performance in the first half is reversed in
the second half , this would give rise to an impairment of $0.8m with the
increased pre-tax discount. In the future forecast cash flows, there is an
assumption that the take rate CAGR improves by 2% over the five-year period.
If this is not achieved this would give rise to an impairment of $8.6m.
For A&A and I&C marketplaces CGUs, there is no realistic change of
assumption that would cause the CGUs' carrying amount to exceed its
recoverable amount.
10. Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand and restricted
cash. The carrying amount of these assets approximates to their fair value.
Unaudited Unaudited Audited
six months six months Year
ended ended ended
31 March 31 March 30 September
2025 2024 2024
$000 $000 $000
Cash at bank 10,877 5,604 6,824
Restricted cash 1 2 2
10,878 5,606 6,826
Restricted cash consists of cash held by the Trustee of the Group's Employee
Benefit Trust relating to share awards for employees.
11. Loans and borrowings
The carrying amount of loan and borrowings classified as financial liabilities
at amortised cost approximates to their fair value.
Unaudited Unaudited Audited
six months six months Year
ended ended ended
31 March 31 March 30 September
2025 2024 2024
$000 $000 $000
Current
Senior Term Facility - 23,944 22,953
Revolving Credit Facility 95 - -
95 23,944 22,953
Non-current
Senior Term Facility - 115,731 98,530
Revolving Credit Facility 117,294 7,500 -
117,294 123,231 98,530
117,389 147,175 121,483
The Group entered into a Senior Facilities Agreement on 17 June 2021 which
included:
- A senior term loan facility (the "Senior Term Facility") for
$204.0m for the acquisition of LiveAuctioneers. The Senior Term Facility was
drawn down in full on 30 September 2021 prior to completion of the acquisition
of LiveAuctioneers on 1 October 2021. In December 2024, a payment of $9.0m
(HY24: $9.3m and FY24: $27.7m), was paid on the Senior Term Facility and the
balance of $113.6m was repaid in full on 14 February 2025.
- A multi-currency revolving credit working capital facility (the
"Revolving Credit Facility") for $49.0m. There were no amounts drawn down in
HY25 (HY24: $nil, FY24: $nil).
During the period ending 31 March 2025, the Group has undertaken a refinancing
exercise of its Senior Facilities Agreement. The Group entered into a New
Senior Facilities Agreement ("the SFA 2029") on 11 February 2025 which
comprises a multi-currency revolving credit facility for $200m. Any sums
outstanding under the SFA 2029 will be due for repayment on 10 February 2029.
On 14 February 2025, $115.6m was drawn down to repay the term loan and
refinancing costs. A further $4m was drawn at 31 March 2025, resulting in
total proceeds received of $119.6m. The loan is net of arrangement fees of
$2.3m.
Both Senior Facilities Agreement contain adjusted net leverage covenants which
tests the ratio of adjusted net debt against adjusted EBITDA and an interest
cover ratio which then tests the ratio of adjusted EBITDA against net finance
charges, in each case as at the last date of each financial quarter. Due to
the timing of the refinancing, the covenant testing was waived during the six
months ended 31 March 2025. The covenant testing will commence on 30 June
2025.
12. Deferred taxation
The movement in net deferred tax liabilities is as follows:
Unaudited Unaudited Audited
31 March 31 March 30 September
2025 2024 2024
$000 $000 $000
1 October (33,857) (49,629) (49,629)
Adjustment(1) - 1,499 1,499
1 October (restated see note 1) (33,857) (48,130) (48,130)
Amount credited to Condensed Consolidated Statement of Profit or Loss 3,296 6,921 15,754
Amount credited/(charged) to Condensed Consolidated Statement of Equity 402 (64) (683)
Exchange differences 169 (481) (798)
(29,990) (41,754) (33,857)
((1)) The reported comparatives have been restated to reflect a prior year
misstatement, as detailed in note 1.
The net deferred tax liabilities include deferred tax asset of $nil at 31
March 2025 (HY24: $nil; FY24: $nil).
13. Share capital and reserves
Unaudited Unaudited Audited
31 March 31 March 30 September
2025 2024 2024
$000 $000 $000
Authorised, called up and fully paid
122,525,087 ordinary shares at 0.01p each 17 17 17
(HY24: 121,736,968, FY24: 121,819,130)
17 17 17
The movements in share capital, share premium and other reserve are set out
below:
Number Share Share Other
of
capital
premium
reserve
shares $000 $000 $000
1 October 2024 121,819,130 17 334,463 330,310
Share options exercised 705,957 - 504 -
31 March 2025 122,525,087 17 334,967 330,310
During the period, 705,957 ordinary shares of 0.01p each with an aggregate
nominal value of £71 ($90) were issued for options that vested for a cash
consideration of £0.4m ($0.5m). These included LiveAuctioneers replacement
awards, Long-term Incentive Plan Awards ("LTIP Awards") and shares issued to
the Trust for LTIP Awards that have vested in the period.
The movements in treasury shares held by the Company during the period were as
follows:
Number Treasury shares
of
$000
shares
1 October 2024 - -
Repurchase of shares 999,082 (7,563)
31 March 2025 999,082 (7,563)
On 4 March 2025, the Company announced a share repurchase programme. All
shares repurchased are being held in treasury. The costs directly attributable
to the share repurchase amounted to $0.1m.
14. Related party transactions
For the six months ended 31 March 2024 and year ended 30 September 2024, the
Group paid rent of $60,600 and $122,700 to McQuade Enterprises LLC, a company
owned by the previous owners of ESN. The Group's related party transactions
for FY24 are disclosed in the Group's 2024 Annual Report. McQuade Enterprises
LLC is no longer considered a related party of the Group.
For the six months ended 31 March 2025, there were no related party
transactions.
15. Events after the balance sheet date
There were no events after the balance sheet date.
Responsibility Statement
The Directors confirm that to the best of our knowledge:
· these Condensed Consolidated Interim Financial Statements have
been prepared in accordance with United Kingdom adopted International
Accounting Standard 34 "Interim Financial Reporting",
· the interim management report includes a fair review of the
information required by DTR 4.2.7R (indication of important events and their
impact during the first six months and description of principal risks and
uncertainties for the remaining six months of the year); and
· the interim management report includes a fair review of the
information required by DTR 4.2.8R (disclosure of related parties'
transactions and changes therein).
By order of the Board,
John-Paul
Savant
Chief Executive
Officer
14 May
2025
Glossary
A&A Arts & Antiques
atgAMP the Group's auctioneer marketing programme
atgPay the Group's integrated payment solution
atg Partner Network the Group's partnerships with other Industrial & Commercial sites, which
enables an auctioneer to cross-list on these sites
atgShip the Group's integrated shipping solution
atgXL the Group's cross-listing solution enabling auctioneers to simultaneously run
timed auctions across ATG marketplaces and ATG white label
Auction Mobility Auction Mobility LLC
BidSpotter the Group's marketplace operated via the www.BidSpotter.co.uk and
www.BidSpotter.com domain
EBITDA earnings before interest, taxes, depreciation and amortisation
ESN the Group's marketplace operated via the www.EstateSales.NET domain
GMV gross merchandise value, representing the total final sale value of all lots
sold via winning bids placed on the marketplaces or the platform, excluding
additional fees (such as online fees and auctioneers' commissions), sales of
retail jewellery (being new, or nearly new, jewellery) and real estate
Gross transaction value representing the total value of transactions processed through a marketplace,
including additional fees (such as online fees and auctioneers' commissions)
i-bidder the Group's marketplace operated by the www.i-bidder.com domain
I&C Industrial & Commercial
LiveAuctioneers the Group's marketplace operated via the www.liveauctioneers.com domain
Lot-tissimo the Group's marketplace operated via the www.lot-tissimo.com domain
LTIP Awards the Company's Long-term Incentive Plan
Marketplaces the online auction marketplaces operated by the Group
Conversion rate represents GMV as a percentage of THV; previously called 'online share'
Organic revenue is shown on a constant currency basis using average exchange rates for the
current financial period applied to the comparative period and is used to
eliminate the effects of fluctuations in assessing performance
Proxibid the Group's marketplace operated via the www.proxibid.com domain
The Saleroom the Group's marketplace operated via the www.the-saleroom.com domain
Take rate represents the Group's marketplace revenue, excluding EstateSales.NET and real
estate, as a percentage of GMV. Marketplace revenue is the Group's reported
revenue excluding Content and Auction Services revenue
THV total hammer value, representing the total final sale value of all lots listed
on the marketplaces or the platform, excluding additional fees (such as online
fees and auctioneers' commissions), sales of retail jewellery (being new, or
nearly new, jewellery) and real estate
Timed auctions auctions which are held entirely online (with no in-room or telephone bidders)
and where lots are only made available to online bidders for a specific,
pre-determined timeframe
Independent Review Report to Auction Technology Group plc
Conclusion
We have been engaged by the Company to review the condensed set of financial
statements in the half-yearly financial report for the six months ended 31
March 2025, which comprises the Condensed Consolidated Statement of Profit or
Loss and Other Comprehensive Income or Loss, the Condensed Consolidated
Statement of Financial Position, the Condensed Consolidated Statement of
Changes in Equity, the Condensed Consolidated Statement of Cash Flow and
related notes 1 to 15. We have read the other information contained in the
half yearly financial report and considered whether it contains any apparent
misstatements or material inconsistencies with the information in the
condensed set of financial statements.
Based on our review, nothing has come to our attention that causes us to
believe that the condensed set of financial statements in the half-yearly
financial report for the six months ended 31 March 2025 is not prepared, in
all material respects, in accordance with UK adopted International Accounting
Standard 34 and the Disclosure Guidance and Transparency Rules of the United
Kingdom's Financial Conduct Authority.
Basis for Conclusion
We conducted our review in accordance with International Standard on Review
Engagements 2410 (UK) "Review of Interim Financial Information Performed by
the Independent Auditor of the Entity" (ISRE) issued by the Financial
Reporting Council. A review of interim financial information consists of
making enquiries, primarily of persons responsible for financial and
accounting matters, and applying analytical and other review procedures. A
review is substantially less in scope than an audit conducted in accordance
with International Standards on Auditing (UK) and consequently does not enable
us to obtain assurance that we would become aware of all significant matters
that might be identified in an audit. Accordingly, we do not express an audit
opinion.
As disclosed in note 1, the annual financial statements of the Group are
prepared in accordance with UK adopted international accounting standards. The
condensed set of financial statements included in this half-yearly financial
report has been prepared in accordance with UK adopted International
Accounting Standard 34, "Interim Financial Reporting".
Conclusions Relating to Going Concern
Based on our review procedures, which are less extensive than those performed
in an audit as described in the Basis for Conclusion section of this report,
nothing has come to our attention to suggest that management have
inappropriately adopted the going concern basis of accounting or that
management have identified material uncertainties relating to going concern
that are not appropriately disclosed.
This conclusion is based on the review procedures performed in accordance with
this ISRE, however future events or conditions may cause the entity to cease
to continue as a going concern.
Responsibilities of the Directors
The Directors are responsible for preparing the half-yearly financial report
in accordance with the Disclosure Guidance and Transparency Rules of the
United Kingdom's Financial Conduct Authority.
In preparing the half-yearly financial report, the Directors are responsible
for assessing the company's ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the Directors either intend to
liquidate the company or to cease operations, or have no realistic alternative
but to do so.
Auditor's Responsibilities for the review of the financial information
In reviewing the half-yearly report, we are responsible for expressing to the
Company a conclusion on the condensed set of financial statements in the
half-yearly financial report. Our conclusion, including our Conclusions
Relating to Going Concern, are based on procedures that are less extensive
than audit procedures, as described in the Basis for Conclusion paragraph of
this report.
Use of our report
This report is made solely to the company in accordance with guidance
contained in International Standard on Review Engagements 2410 (UK) "Review of
Interim Financial Information Performed by the Independent Auditor of the
Entity" issued by the Financial Reporting Council. To the fullest extent
permitted by law, we do not accept or assume responsibility to anyone other
than the company, for our work, for this report, or for the conclusions we
have formed.
Ernst & Young LLP
Reading
14 May 2025
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