REG - Auction Technology - Interim Results
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RNS Number : 2434E Auction Technology Group PLC 14 May 2026
AUCTION TECHNOLOGY GROUP PLC
INTERIM RESULTS FOR THE SIX MONTHS ENDED 31 MARCH 2026
Positive HY26, modestly ahead of expectations, FY guidance upgraded
London, United Kingdom, 14 May 2026 - Auction Technology Group plc ("ATG",
"the Company", "the Group") (LON: ATG), operator of world-leading auction and
list price marketplaces that connect millions of buyers with unique items
worth finding again, today announces its unaudited financial results for the
six months ended 31 March 2026.
Financial results
HY26 HY25 Reported Pro forma constant currency
movement movement
Revenue(1&2) $126.1m $89.0m 41.7% 7.9%
Adjusted EBITDA(1) $42.7m $38.5m 10.9% 9.9%
Adjusted EBITDA margin %(1) 33.9% 43.3% (9.4)ppts 0.6ppts
Operating profit $7.0m $15.0m (53.3)% (53.2)%
Adjusted operating profit (1) $36.9m $33.9m 8.8% 8.9%
(Loss)/profit after tax $(0.4)m $7.0m (105.7)%
Basic (loss)/earnings per share (0.3)c 5.7c NM
Adjusted diluted earnings per share(1) 19.9c 19.0c 4.7%
Adjusted net debt(1) $152.0m $106.5m 42.7%
Adjusted free cash flow(1) $26.5m $14.2m 86.6%
Financial highlights
= Pro forma revenues up 7.9% driven by 12.5% growth in Arts & Antiques
("A&A") marginally offset by a modest decline of (1.8)% in Industrial
& Commercial ("I&C"). Reported revenues up 41.7% due to the inclusion
of Chairish.
= Pro forma adjusted EBITDA up 9.9% to $42.7m, with adjusted EBITDA margin of
33.9%, up 0.6ppts on a pro forma basis. Adjusted operating profit of $36.9m,
up 8.9%.
= Reported operating profit declined (53.3)% to $7.0m driven by increased
exceptional costs and a higher share-based payment expense. Loss after tax of
$(0.4)m reflecting lower reported operating profit and higher finance costs.
= Adjusted diluted earnings per share of 19.9c, up 4.7% driven by higher
operating profit. As expected, increased finance costs partially offset this;
basic earnings per share of (0.3)c.
= Continued strong adjusted operating cash flow of $36.2m representing
conversion of 85% (HY25: 84%) leading to adjusted free cash flow of $26.5m
(HY25: $14.2m).
= Adjusted net debt of $152.0m, down from $174.0m at FY25 with leverage
decreased to 1.8x from 2.2x(3). The Board will consider capital allocation
towards the end of the year given rapidly reducing leverage.
= New, cleaner Group KPI framework introduced.
Operational highlights
= Items sold up 2% on a pro forma basis to 3.6m with flat performance in A&A
and up 4% in I&C.
= Group GMV(4) (Gross Merchandise Value) flat on a pro forma basis at $1.8bn,
with A&A GMV up 5% to $0.5bn and I&C down 2% to $1.3bn.
= Take rate(4) increased to 7.1% from 6.6% pro forma based on continued success
extending value-added services in A&A, with growth primarily from atgShip.
= Arts & Antiques (A&A): Our actions are delivering with pro forma
revenue growth of 12.5%. Investments in improving the buyer and seller
experience are starting to drive financial results in A&A, specifically
LiveAuctioneers. The A&A market remains healthy.
= Good Chairish revenue growth and synergies on track: Revenues benefitting from
the ATG ecosystem and platform tools, with further initiatives to come. On
track for $8m run-rate of operational synergies in FY27 as expected. $6m will
be delivered in FY26 with $3m realised in H1. Chairish was profitable in the
first half.
= Industrial & Commercial (I&C): Pro forma revenue decline of (1.8)% was
driven by challenging agricultural markets, as well as competitive dynamics,
including ongoing adoption of third-party white label solutions by some of our
sellers and the impact of auction house consolidation. We are focused on
improving the experience for sellers and buyers, through the re-platforming of
Proxibid where retention and loyalty remain high.
Current trading and outlook
For FY26 we have modestly upgraded our full year guidance ahead of current
market expectations(5).
We expect at a Group level:
= Revenue growth of 5-6%(6) (at constant currency and pro forma for the
consolidation of Chairish) driven mainly by value-added services, especially
the full year benefit of atgShip. Previous guidance was 4-5%
= An adjusted EBITDA margin of 34.5-35.5% for the Group as a whole, reflecting
mix and full year contribution of Chairish
= Strong adjusted free cash flow generation continues
= Group leverage well below 2x by end FY26
Trading in April has been consistent with our expectations for the year as a
whole. The Group remains focused on delivering on its strategic initiatives
and financial guidance.
Duncan Painter, Chief Executive Officer of Auction Technology Group plc, said:
"I am delighted to join ATG. The Company is well positioned and performing
well with strong first half financials. There is still significant progress to
be made, and our focus is to accelerate and deliver upon our potential in the
second half and over the medium term. For FY26, having delivered a positive
start to the year driven by A&A momentum, we are pleased to modestly
upgrade our guidance. We expect another period of strong free cash flow
generation. Our financial performance provides a strong foundation to reach
our full potential".
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, 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. Pro forma constant currency revenue and adjusted EBITDA includes Chairish for
the full comparative period, in accordance with ATG Group accounting policies
and 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.
3. Adjusted net debt/adjusted EBITDA per the senior facilities agreement (SFA).
4. Refer to glossary for full definition of the terms.
5. For FY26, the current range for revenue is from $239.8m to $244.9m with a
mid-point of $242.6m while adjusted EBITDA is from $83.1m to $85.6m with a
mid-point of $84.6m.
6. This equates to 30-31% on a constant currency basis with Chairish consolidated
for twelve months versus two months in FY25.
Webcast presentation
There will be an in-person and webcast
(https://sparklive.lseg.com/AuctionTechnologyGroup/events/d9e5683c-1ef5-40ae-9071-1d1be27cdda0/atg-half-year-results-2026)
presentation this morning at 10.00am. Please contact atg@fticonsulting.com
(mailto:atg@fticonsulting.com) if you would like to attend.
For further information, please contact:
ATG
For investor enquiries
Chris Dyett chrisdyett@auctiontechnologygroup.com
Mobile: +44 7974 974690
Matthew Walker matthewwalker@auctiontechnologygroup.com
FTI Consulting
For media enquiries
Jamie Ricketts atg@fticonsulting.com (mailto:atg@fticonsulting.com)
Matt Dixon +44 (0)20 3727 1000
About Auction Technology Group plc
Auction Technology Group plc ("ATG") operates 10 leading marketplaces in Arts
& Antiques ("A&A") and Industrial & Commercial ("I&C"),
connecting millions of buyers with unique items worth finding again. ATG
transforms fragmented, complex markets into structured, trusted marketplaces
where buyers and sellers can transact with confidence at scale.
The Group powers its ten branded online auction and list price marketplaces
using best in class proprietary technology. ATG has offices in North America,
the United Kingdom, 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
CEO REVIEW
HY26 Performance:
We delivered well in the first half of 2026 with strong revenue and adjusted
profit growth. Continued good cash generation materially reduced leverage.
The Group had pro forma constant currency revenue growth of 7.9%. A&A
delivered double digit pro forma revenue growth and had strong momentum due to
early benefits from our investments and initiatives. GMV growth from higher
average item values and continued take rate expansion from value-added
services drove the strong revenue growth.
In I&C, H1 was soft, with the continuation of medium-term trends and
cyclical agricultural market headwinds. White label adoption, auction house
consolidation and agricultural market pressure meant commission revenue was
under pressure. Agricultural GMV was down 27% in the period. A decline in GMV
has in recent periods been mitigated through take rate expansion. The
re-platforming of Proxibid is progressing and the first auction house is now
in testing.
Our adjusted EBITDA increased by 9.9% and adjusted margin decreased by
9.4ppts, as expected, to 33.9%, largely due to the impact of the consolidation
of Chairish and the mix of revenues (mainly shipping), partly offset by the
realised operational synergies of $3m. On a pro forma basis, adjusted margin
increased by 0.6ppts, driven by the Chairish synergies.
The Group made a reported loss after tax of $(0.4)m for the period reflecting
the impact of exceptional costs, shared-based payment expenses and higher
finance costs.
In March, we undertook an additional groupwide cost saving and efficiency
programme that will benefit the second half modestly and more fully in FY27
with $4m of run rate savings. The programme is focused on aligning headcount
and resource to key priority areas, removing duplication and improving
accountability.
We continued to deliver strong cash conversion with the growth in operating
and free cashflow allowing us to significantly reduce leverage to 1.8x.
In HY26, GMV across the Group was flat on a pro forma basis at $1.8bn,
consistent with the flat performance in FY25. In I&C, GMV was down 2% to
$1.3bn, compared to the decline of 1% seen in FY25. In A&A, GMV had a good
performance up 5% to $0.5bn, an improvement from up 1% in FY25. The take rate
for I&C was stable at 2.9% and the take rate for A&A on a pro forma
basis was up 1ppt at 17.7%, with a mix benefit from A&A's take rate being
somewhat higher.
ATG evolution and new KPIs:
ATG continues to strengthen its offering and post the acquisition of Chairish
it operates leading marketplaces in A&A and I&C, connecting millions
of buyers with unique items worth finding again. We transform fragmented,
complex markets into structured, trusted marketplaces where buyers and sellers
can transact with confidence at scale. We operate two distinct market
verticals with a shared operating advantage which is focused on Transaction
and Trust infrastructure, Data & intelligence and our Platform and
Operational scale. As these combined advantages strengthen, we increase market
liquidity, deepen buyer engagement, grow take rate through embedded services,
and ultimately drive sustained revenue growth and profitability.
At the FY25 results we indicated we would take the opportunity to align,
simplify and improve our operational KPIs to reflect a cleaner framework which
is more aligned to how we run the business. This framework will simplify the
ATG story and provide a foundation for consistent messaging and assessment of
performance.
Our new and retained KPIs will be:
= Items sold: this replaces lots sold, lots listed and web sessions as the
primary directly reported volume metric. This directly drives Gross
Merchandise Value ("GMV") via average item value ("AIV", was historically
called Average Lot Value - "ALV").
= GMV: our definition is updated to include Chairish, Real Estate and ATG white
label GMV which is better aligned to reported revenue.
= Take rate: this has been updated to include Chairish, Real Estate, ESN and ATG
white label.
= Revenue (unchanged).
We will no longer report Total Hammer Value (THV), Conversion Rate, Lots
Listed, web sessions and Bids Placed as they do not directly drive the growth
levers for ATG. We will continue to report all other financial and adjusted
performance measures.
Building blocks for growth:
Our building blocks for growth in FY26 include atgShip adoption, marketing
programme ("AMP") expansion, fixed fee growth and improvements in the buyer
experience.
We focused our efforts to improve the user experience on LiveAuctioneers as
the largest of our A&A platforms. This included reducing friction,
improving search and discovery and using AI tools to improve sell through and
average item value.
atgShip is having a positive and measurable impact on growth, with the mandate
to offer atgShip on LiveAuctioneers now expanded to cover over 80% of GMV, up
from 20% at the end of H125. It is also having a positive impact on user
experience with winning bidders consistently reporting higher satisfaction
scores when using our solution compared to in-house and self-arranged
shipping, resulting in a 20% higher repeat purchase rate for first time
winning bidders using atgShip compared to those who do not. This has helped
our payments revenue grow faster than our overall GMV growth, with shipping
costs being typically around 25% of the cost of the item.
AMP growth was muted in H1, with slight improvement through the first half of
the year driven by small, targeted price increases and adjustments in the
Chairish AMP programme. Improvements are expected to continue in H2 with
increased focus coupled with newly rolled out AI tools to improve sales call
analysis and coaching. Updates to the Chairish AMP program are expected to
provide a continued tailwind along with the introduction of LiveAuctioneers
marketing products for sale by our UK and European sales teams. Fixed fee
revenue saw solid growth, aided by small rate card pricing updates on Proxibid
and LiveAuctioneers, coupled with substantial growth in subscription revenue
and new client activation fees as we ramp our new business efforts in A&A.
Improving the user experience:
In HY26, we made further progress on improving the user experience in A&A,
particularly on LiveAuctioneers where we have focused our A&A investment
to date. We implemented several strategies to increase the sale of inventory
to end customers (sell-through). We improved demand and discovery through
search and ranking optimisation, used AI generated similar item
recommendations, improved cross-marketplace exposure and retargeting as well
as saved search and alert optimisation. We further reduced friction through
simplifying the bidder journey and onboarding process. We increased trust and
confidence signals through increasing the visibility of reviews of sellers and
making buyer protections clearer. We prioritised inventory with a higher take
rate in searches. These improvements generated an 8.2% increase in GMV and
9.4% growth in items sold on LiveAuctioneers. We will take the improvements
made to LiveAuctioneers and deploy them to our other platforms both in A&A
and I&C over time.
We worked to increase our take rate in the period through several initiatives
in value-added services. We continued with the shipping mandate which launched
in April 2025, requiring US-based LiveAuctioneers auction houses to offer
atgShip as a delivery solution and we increased penetration of auction houses.
Over 1,400 auction houses were onboarded on atgShip by the end of March 2026
compared to c.1,000 at FY25. The growth in atgShip also assisted growth in
atgPay. Given the annualisation of the shipping mandate in April we expect
slower growth in shipping and payments revenue in the second half,
particularly Q4.
In I&C, we continue to make progress with the Proxibid replatforming and
the first testing by a selected client began in Q2 26. We expect the
replatforming to be complete during FY27, with broad rollout starting in FY27.
The decline in I&C GMV and commission revenue in recent years is
attributable to a number of factors including the headwinds in green iron due
to well documented agricultural market weakness, adoption of third party white
labels by some of our customers which are being used in addition to ATG
marketplaces and a modest impact from early industry consolidation among
auction houses. Take rate has expanded in recent years supported by our AMP
marketing programme, leading to growth in value-added services revenue.
I&C continues to be well positioned with category leading clients and core
accounts and take rate was stable in the period. It has strong recognition
among professional buyers and is routinely included in relevant searches. Over
80% of GMV is from returning buyers and 90% of GMV comes from sellers who have
been with the platform for over five years. This level of loyalty is an
opportunity we can capitalise on in the future. Once the customer migration to
the new platform is complete, we will be able to develop and innovate on
Proxibid including applying the A&A learnings (e.g. AI ranking, lot
categorisation, price prediction and search improvements) as well as make our
white label a compelling choice for auction houses. There will also be the
opportunity to reduce operating and capital expenditure.
Approach to enhancing margins:
Our margin guidance for FY26 reflects the impact of the consolidation of
Chairish, which is now profitable but lower margin, and the dilutive effect of
growth in value-added services, especially shipping. It also includes the
benefit of run rate Chairish synergies and the actioned cost savings during
the year. We expect FY26 will be the low point for Group margins. In the
medium term we remain focused on enhancing margins, with this ambition
underpinned by multiple competitive advantages including our Transaction and
Trust infrastructure, Data and Intelligence and Platform and Operational scale
whereby the scale of our buyer and seller base and inventory which means we
attract platform participants with minimal marketing cost. Over time, we
expect margins to be enhanced by commission growth from our actions to improve
the buyer and seller experience on LiveAuctioneers which will be exported to
other platforms in A&A as well as I&C. When the Proxibid platform
migration is complete we see an opportunity to lower opex, capex and cost to
serve which will further enhance margins.
Leveraging ATG' strengths in AI:
We operate with a deep proprietary dataset built over more than two decades,
encompassing bidding behaviour, realised prices, sell-through dynamics, and
category-level demand signals. This data, combined with our supply of unique
inventory, provides a differentiated foundation for optimisation that is not
easily replicated by generic AI models. Combined with the large volume of
inventory listed on our marketplaces and embedded payment and shipping, this
enhances our competitive position.
We are applying AI and advanced analytics across several core areas of the
marketplace. This includes automated item categorisation and enrichment, using
a similar items model to improve search relevance and discovery to find
similar items across an unstructured catalogue. We have deployed
recommendation systems that better match buyers to inventory based on
behavioural and contextual signals. Importantly, we are deploying predictive
models that estimate both the probability of sale and expected realised price
at the item level. This allows us to prioritise inventory with a higher
likelihood of transacting at attractive values, improving buyer engagement,
sell-through, and average item performance. While still in early stages of
deployment, particularly on LiveAuctioneers, we believe these AI-enabled
improvements strengthen marketplace liquidity and represent a structural
driver of performance over time.
Chairish integration on track, good revenue growth achieved, Chairish now
profitable:
Chairish had good revenue growth in HY26 as it benefitted from being part of
ATG. This was ahead of our guidance given in November 2025. The business also
delivered a profit. We have realised $3m of operational synergies to date and
are on track for the full run rate of $8m in FY27. As the integration
progresses and the full rate of operational synergies is achieved, our focus
for the platform will be in realising the anticipated revenue synergies
including the opportunity for cross-listing between marketplaces, rollout of
our suite of value-added services including our marketing offering and
expanding buyer access through new formats and cross-category merchandising.
Operational structure changes:
As part of our drive for efficiency and agility we have reorganised as one
global commercial organisation which involved resetting our cost structure to
match our go-to-market footprint. This involved establishing global functional
area owners with end-to-end accountability while regional execution pods share
the global priorities but remain focused on delivery. As part of this plan, we
reviewed costs which involved using AI appropriately for the automation of
tasks, eliminating duplicative leadership layers and refocusing internal
resources around priority product areas. This programme will provide a full
year benefit of c.$4m in FY27 with a modest partial benefit in H226, with the
exceptional cost of $2m in H126. The reorganisation and cost efficiencies
review supports our pathway to delivery of FY27 and provides the group with
more flexibility to focus on highest returning investments.
Progress on sustainability and circularity:
Our marketplaces play a central role in the circular economy, facilitating the
resale and reuse of millions of items annually. In terms of our own direct
emissions, we have a relatively low carbon footprint due to the nature of our
operations. We continue to progress against our emissions-reduction roadmap,
focusing on key projects to reduce our Scope 1 and 2 emissions, and are
focused on strengthening the accuracy and coverage of our Scope 3 footprint to
better understand the drivers of our value change footprint and target
meaningful reductions in alignment with our Net Zero ambition. Following our
acquisition of Chairish, we are working to rebaseline our near-term and Net
Zero targets in accordance with the Science Based Targets initiative
guidelines.
Approach to capital allocation:
Our approach to capital allocation prioritises efficient organic investment,
meaning targeted development spend in key focus areas where we will achieve
maximum returns across the Group. This approach is combined with cost savings,
with some of these savings being reinvested where we see the best possible
return on investment. The second priority is deleveraging the business and we
have made significant progress towards our goal of leverage well below 2x by
the end of FY26 due to our strong cash generation. Our third priority is
shareholder returns and the Board will consider options for returning excess
capital as leverage approaches c.1.5x towards the end of FY26. Finally,
M&A is not required as part of the Group's strategy.
Leadership appointments:
Duncan Painter was appointed as Chief Executive Officer on 5(th) May 2026,
Duncan brings significant experience in digital marketplaces, ecommerce and
public company leadership. He was most recently Chief Executive of Omnicom
Commerce, including Flywheel Digital, which he scaled into a global ecommerce
services platform. Prior to this he served as Chief Executive of Ascential plc
from 2011 until the sale of its Digital Commerce division to Omnicom Inc. in
January 2024.
We appointed Jenn Bouchard as our new Chief People Officer in April 2026. She
joins ATG after 12 years at Facebook and Meta where she led talent teams,
internal communications, employee experience and diversity initiatives. She
has most recently led the HR function at Figure8, a high growth entertainment
company that operates across the US and Asia.
Summary:
We are making good progress driven by our investments focused on improving the
user experience and offering value-added services. This targeted investment
reinforces our competitive advantage, improving our offering, deepening buyer
engagement, lifting the take rate and ultimately driving attractive and
sustained revenue growth and profitability.
The Group has a clear set of priorities for the second half of the year,
building upon the first half performance, including further enhancing the
buyer experience for A&A, improving reach and ease of use for our sellers,
executing on the Chairish opportunity, improving core technology, including
the Proxibid replatforming project, and accelerating innovation by leveraging
AI. The Group has many organic growth opportunities. We are also focused on
maintaining strong free cash flow generation and de-levering the balance
sheet. Towards the end of the year the Board will consider capital allocation,
including the return of capital to shareholders.
We look forward to updating further on progress in our trading update in late
July. I would like to thank our shareholders, buyers, sellers, and especially
our employees, who make our success possible.
Duncan Painter
Chief Executive Officer
CFO REVIEW
Financial highlights
The Group had a positive HY26, with performance modestly ahead of
expectations, and FY guidance upgraded.
HY26 HY25 Movement Movement Pro forma
$m $m Reported
Arts & Antiques 89.1 51.6 72.7% 12.5%
Industrial & Commercial 37.0 37.4 (1.1)% (1.8)%
Total revenue 126.1 89.0 41.7% 7.9%
Adjusted EBITDA 42.7 38.5 10.9% 9.9%
The impact of the Chairish acquisition on 4 August 2025 affects the
comparability of the Group's results. Therefore, to aid comparisons between
HY26 and HY25, pro forma constant currency growth is presented to include the
results of Chairish in HY25.
= The Group's reported revenue for HY26 increased 41.7% year on year to $126.1m
and 7.9% on a pro forma constant currency basis.
= A&A delivered double digit pro forma revenue growth and had strong
momentum due to early benefits from our investments and initiatives. GMV
growth from higher average item values and continued take rate expansion from
value-added services drove the strong revenue growth.
= I&C saw modest decline with the continuation of medium-term trends and
cyclical agricultural market headwinds. White label adoption, auction house
consolidation and agricultural market pressure meant commission revenue was
under pressure. Agricultural GMV was down 27% in the period. A decline in GMV
has in recent periods been mitigated through take rate expansion. The
re-platforming of Proxibid is progressing and the first auction house is now
in testing.
= Adjusted EBITDA increased 10.9% on a reported basis from $38.5m to $42.7m, and
9.9% on a pro forma constant currency basis. The adjusted EBITDA margin, as
expected, decreased by 9.4ppt to 33.9% impacted by the inclusion of Chairish
and increasing mix of lower margin revenue streams, in particular atgShip. On
a pro forma basis, margins improved 0.6ppts.
= Chairish saw good growth in the period and was also profitable. We have
realised $3m of operational synergies to date and are on track for the full
run rate of $8m in FY27.
= We have also undertaken an incremental groupwide cost saving and efficiency
exercise which will benefit the second half modestly and more fully in FY27
with c.$4m of run rate savings. We will be reviewing further cost
opportunities on an ongoing basis.
= Through good cost and cash flow management, the Group's leverage has reduced
from 2.2x at 30 September 2025 to 1.8x at 31 March 2026, supporting our plans
for the full year to reduce well below 2x. The Board will consider capital
allocation towards the end of the year given rapidly reducing leverage.
Financial performance
The table below provides a reconciliation from reported items in the
Condensed Consolidated Profit or Loss to adjusted results. This
reconciliation is presented to enhance clarity and
transparency regarding the Group's financial performance. Adjusted results
are calculated by excluding certain income or expense items that are
considered to be non-recurring or not reflective of the underlying trading
performance.
Adjusted items include:
· Amortisation of acquired intangible assets
· Exceptional operating items
· Share-based payment expense
· Exceptional finance items
· Tax on adjusted items
Further details are provided on the Group's alternative performance measures
in note 3.
Unaudited six months Unaudited six months
ended 31 March 2026
ended 31 March 2025
Reported Adjusted items Adjusted Reported Adjusted items Adjusted
$m $m $m $m $m $m
Revenue 126.1 - 126.1 89.0 - 89.0
Cost of sales (56.0) 2.7 (53.3) (30.9) 2.2 (28.7)
Gross profit 70.1 2.7 72.8 58.1 2.2 60.3
Operating costs (63.1) 27.2 (35.9) (43.1) 16.7 (26.4)
Operating profit 7.0 29.9 36.9 15.0 18.9 33.9
Net finance costs (7.6) 1.0 (6.6) (6.1) 1.4 (4.7)
(Loss)/profit before tax (0.6) 30.9 30.3 8.9 20.3 29.2
Tax credit/(expense) 0.2 (6.1) (5.9) (1.9) (3.7) (5.6)
(Loss)/profit for the year (0.4) 24.8 24.4 7.0 16.6 23.6
Diluted (loss)/earnings per share (0.3) - 19.9 5.7 - 19.0
Effective tax rate 33.3% 19.7% 19.5% 21.3% 18.2% 19.2%
Revenue
In the second half of FY25, the Group changed to reporting under two
reportable operating segments, A&A and I&C. The Group also changed its
operating segments from 1 February 2026. The comparative reportable segment
information for HY25 has been restated to provide comparability. The change in
operating and reporting segments has no impact on the Group's Consolidated
Statement of Financial Position, results of operations or cash flows. Further
detail on the Group's operating segments is included in note 4.
Arts & Antiques
Reported revenue in the A&A segment grew 72.7% to $89.1m, including
Chairish. On a pro forma constant currency basis, the business grew 12.5%
driven by the growth in commission and value-added services revenue,
predominantly atgShip. Pro forma GMV grew 5.1% year-on-year to $0.5bn and the
take rate increased to 17.7%, a 1ppt improvement vs HY25.
Industrial & Commercial
On a reported basis, the I&C segment revenue decreased by 1.1% to $37.0m
and by 1.8% on a constant currency basis. This has been driven by challenging
agricultural markets as well as competitive dynamics, including ongoing
adoption of third-party white label solutions by some of our sellers and the
impact of auction house consolidation. GMV declined 2% year on year to $1.3bn
and the take rate has remained flat at 2.9%.
Profit before tax
Gross profit increased by 20.7% to $70.1m (HY25: $58.1m). Statutory gross
margin contracted year-on-year from 65% to 56%, as expected, with the
inclusion of Chairish and the increasing mix of value-added services revenue
in atgPay and atgShip.
Adjusted EBITDA increased 10.9% on a reported basis and 9.9% on a pro forma
basis. The adjusted EBITDA margin was expected to be impacted in FY26 by the
inclusion of Chairish and increasing mix of lower margin revenue streams. On a
pro forma basis, margins improved 0.6ppts through the realisation of synergies
in Chairish.
On an adjusted basis, operating profit increased from $33.9m to $36.9m. The
Group reported an operating profit of $7.0m (HY25: $15.0m) with the decline
being driven by the increase in administrative expenses, largely due to the
exceptional costs and inclusion of Chairish, and higher cost of sales, which
more than offset the increase in revenue.
Reported administrative expenses increased by $20.2m to $62.6m, driven by the
following:
= exceptional operating items of $6.9m. Chairish integration costs were lower
than planned through good cost control, net of additional costs from the
implementation of the cost reduction plan and fees associated with the Group's
corporate activity in the period (HY25: $nil);
= increased marketing costs to $4.7m, predominantly arising from Chairish (HY25
$0.6m);
= increased people costs of $4.2m, of which $3.6m relates to the inclusion of
Chairish;
= amortisation of acquired intangible assets of $18.8m (HY25: $16.1m) increased
due to Chairish; and
= higher share-based payment expense of $4.2m (HY25: $2.8m) due to the
forfeitures of options in HY25 resulting from changes to Senior Management, as
well as options awarded at acquisition to Chairish senior management.
Net finance costs were $7.6m compared to $6.1m in HY25. Finance costs of $7.7m
(HY25: $6.3m) have increased largely due to increased external borrowings in
HY26 following the acquisition of Chairish offset by the decrease in the
average interest rate of 6.8% which is based on the SOFR. The finance costs
include a non-cash foreign exchange loss of $1.0m related to intra-group
balances (HY25: $0.4m). Offsetting this, in the prior period there were also
exceptional finance costs of $1.0m relating to the refinancing of our Senior
Loan Facility ("SFA 2029").
Other finance costs of $0.6m (HY25: $1.4m) include commitment fees,
amortisation on our SFA 2029 and interest on lease liabilities. Finance
income of $0.1m (HY25: $0.2m) primarily relates to interest income.
After the impact of net finance costs year on year, the Group reported a loss
before tax of $0.6m (HY25: profit of $8.9m). Adjusted profit before tax
increased from $29.2m to $30.3m as a result of the higher adjusted EBITDA net
of the increased amortisation and finance costs in the period.
Taxation
The total adjusted tax expense for the period was $5.9m (HY25: $5.6m)
corresponding to an adjusted effective tax rate of 19.5% (HY25: 19.2%). This
reflects the UK corporate tax rate of 25%, our primary tax jurisdiction, and
includes the benefit of tax-deductible goodwill and R&D credits. The
slightly lower adjusted effective tax rate in HY25 was driven by a historic
tax refund which is not recurring in FY26.
The statutory tax credit of $0.2m (HY25: $1.9m tax expense) on the statutory
loss for the period of $0.6m (HY25: $8.9m statutory profit), results in a
statutory tax rate of 33.3% (HY25: 21.3%). This is higher than the UK
statutory tax rate of 25% mainly due to the benefit of R&D credits, which
increases the tax credit on the reported loss thereby driving a higher
effective rate of tax on the reported loss.
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.
Loss per share and adjusted earnings per share
Basic and diluted loss per share were 0.3c (HY25: earnings of 5.7c) compared
to adjusted earnings per share of 19.9c (HY25: 19.0c). This reflects the
increase in adjusted earnings to $24.4m compared to $23.6m in HY25. The
weighted average number of shares during the year was 122.7m (HY25: 124.3m),
with the movement due to the impact of vested equity incentive awards, offset
by the impact of the share repurchase programme which commenced on 4 March
2025 under which the Group repurchased 2.3m of the Group's shares. A
reconciliation of the Group's (loss)/profit after tax to adjusted earnings 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.
HY26 HY25
$m $m
United Kingdom 14.3 13.1
United States 103.0 72.9
Germany 8.8 3.0
Total 126.1 89.0
The average HY26 exchange rate of the US dollar weakened against pound
sterling and euro by 5.5% and 10.4% respectively compared to HY25, as shown in
the table below, resulting in a small positive impact on our Group revenue.
Average rate Closing rate
HY26 HY25 Movement HY26 HY25 Movement FY25
Pound sterling 1.34 1.27 5.5% 1.32 1.29 2.3% 1.34
Euro 1.17 1.06 10.4% 1.15 1.09 5.5% 1.17
Statement of financial position
The net assets of the Group at 31 March 2026 have increased by $2.2m to
$528.8m since 30 September 2025.
Total assets decreased by $15.8m which is largely due to the amortisation of
intangible assets of $23.7m, net of additions to internally developed software
of $5.9m, a $3.1m increase in cash and cash equivalents and $1.3m increase in
right of use assets. As at 31 March 2026, an impairment indicator assessment
was performed, considering the market capitalisation of the Group, the
macro-economic environment, the trading performance of each of the groups of
cash-generating units and latest Board approved cashflow forecasts. It was
concluded that there were no triggering events and accordingly no interim
impairment test of goodwill and intangible assets was required at the
reporting date. Further details are provided in note 10.
Total liabilities decreased by $18.0m to $232.5m, primarily due to the
decrease in the RCF drawn at 31 March 2026, reducing the loans and borrowings
by $18.9m and a decrease in deferred tax liabilities of $2.1m largely driven
by the unwind of the capitalised intangible assets.
On 22 January 2026, the Company's shareholders passed a special resolution
to cancel the entire share premium account balance of £236.8m ($335.2m),
which was confirmed by court order on 3 March 2026 and registered with the
Registrar of Companies on 13 March 2026. This has resulted in the entire
share premium being reclassified from the share premium reserve to retained
earnings in the Condensed Consolidated Statement of Changes in Equity. For
further details refer to note 12.
Cash flow and adjusted net debt
As a result of the strong adjusted free cash flow generation in the period of
$26.5m (HY25: $14.2m), adjusted net debt as at 31 March 2026 has decreased to
$152.0m from $174.0m as at 30 September 2025. The adjusted net debt/adjusted
EBITDA ratio as per the Senior Facilities Agreement reduced to 1.8x as at 31
March 2026 (30 September 2025: 2.2x).
The Group's adjusted operating cash flow was $36.2m (HY25: $32.5m) with the
conversion rate of 85% remaining broadly in line with the prior period (HY25:
84%). The Group generated $36.8m cash from operations, a decrease from the
prior period (HY25: $38.4m), driven by lower operating cash flows due to
exceptional costs in the period. Expenditure on additions to internally
generated software in the period was $5.9m (HY25: $5.7m) primarily relating to
investments in our marketplace technology.
On 5 February 2026 the Group exercised its option to extend the Revolving
Credit Facility ("RCF") for one year. The current facilities now have a
maturity date of February 2030. The extension incurred an exceptional cash
cost of $0.5m which will be amortised over the remaining period. The
outstanding balance of the RCF at 31 March 2026 was $171.0m (30 September
2025: $190.0m).
Dividends
As per the Group's dividend policy, the Group sees strong growth opportunities
through organic investments and continues to review its capital allocation
policy. No dividends have been paid or proposed for HY26.
Risk and uncertainties
The Board retains ultimate responsibility for the Group's Risk Management
Framework and monitors its effectiveness to ensure principal risks are
mitigated in line with the Group's risk appetite. The principal risks and
uncertainties for the remainder of the financial year remain those set out on
pages 37 to 41 of the 2025 Annual Report (www.auctiontechnologygroup.com), and
are summarised below:
= IT infrastructure - stability and business continuity of auction platforms
= Product - inability to keep pace with innovation and changes
= Cyber threat and data security
= Competition
= Failure to deliver expected benefits from acquisitions and/or integrate the
business into the Group effectively
= Attracting and retaining skills/capabilities and succession planning
= Regulatory compliance
= Governance and internal control
= Economic and geo-political uncertainty
The Directors note that the global geopolitical outlook continues to suggest
potential for short-term volatility across markets, which is reflected in the
risks above.
Related parties
Related party disclosures are detailed in note 13.
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.
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 in the scenario planning, they are not expected to lead to a debt covenant
breach or liquidity issues under the scenarios. For further details see note
1.
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 2027 and therefore it remains appropriate to continue to adopt
the going concern basis in preparing the financial information.
Post balance sheet events
There were no post balance sheet events.
Summary and outlook
Looking ahead, the Group has a clear set of priorities for the second half of
the year, building upon the positive first half performance. This will include
continuing the momentum on A&A, executing on the Chairish opportunity, and
continued focus on I&C. Cost efficiencies and synergies, alongside
continued strong free cash generation will support further de-leveraging of
the balance sheet and investment in key organic growth opportunities. The
Group is well positioned to deliver its upgraded guidance for FY26. We will
update further on progress in our trading update in late July.
Sarah Highfield
Chief Financial Officer
Condensed Consolidated Statement of Profit or Loss and Other Comprehensive
Income or Loss
for the six months ended 31 March 2026
Note Unaudited Unaudited Audited
Year
six months six months
ended
ended ended
30 September
31 March 31 March
2025
2026 2025
$m
$m $m
Revenue 4,5 126.1 89.0 190.2
Cost of sales (56.0) (30.9) (71.8)
Gross profit 70.1 58.1 118.4
Administrative expenses (62.6) (42.4) (101.0)
Impairment of goodwill 10 - - (150.9)
Net impairment loss on trade receivables (0.5) (0.7) (0.7)
Operating profit/(loss) 4 7.0 15.0 (134.2)
Finance income 6 0.1 0.2 0.8
Finance cost 6 (7.7) (6.3) (12.4)
Net finance costs 6 (7.6) (6.1) (11.6)
(Loss)/profit before tax 4 (0.6) 8.9 (145.8)
Income tax credit/(expense) 7 0.2 (1.9) 1.2
(Loss)/profit for the period attributable to the equity holders of the Company (0.4) 7.0 (144.6)
Other comprehensive (loss)/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 1.1 (0.7) (0.7)
Fair value (loss)/gain arising on hedging instruments during the period (2.5) (4.0) 2.1
Tax relating to these items - 1.0 -
Other comprehensive (loss)/income for the period, net of tax (1.4) (3.7) 1.4
Total comprehensive (loss)/income for the period attributable to the equity (1.8) 3.3 (143.2)
holders of the Company
(Loss)/earnings per share cents cents cents
Basic 8 (0.3) 5.7 (118.2)
Diluted 8 (0.3) 5.7 (118.2)
The above results are derived from continuing operations.
Condensed Consolidated Statement of Financial Position
as at 31 March 2026
Note Unaudited Unaudited Revised
31 March 31 March Audited
2026 2025 30 September
$m $m 2025
$m
Assets
Non-current assets
Goodwill 10 476.4 576.6 478.3
Other intangible assets 10 239.8 229.0 258.0
Property, plant and equipment 0.8 0.8 0.7
Right of use assets 3.2 2.2 1.9
Trade and other receivables 0.3 0.3 0.4
Total non-current assets 720.5 808.9 739.3
Current assets
Trade and other receivables 18.6 20.2 20.1
Contract assets 3.0 3.2 2.0
Tax asset 2.9 3.3 2.5
Cash and cash equivalents 16.3 10.9 13.2
Total current assets 40.8 37.6 37.8
Total assets 761.3 846.5 777.1
Liabilities
Non-current liabilities
Loans and borrowings 11 (168.1) (117.3) (187.2)
Lease liabilities (2.6) (2.0) (1.5)
Deferred tax liabilities (18.4) (30.0) (20.5)
Total non-current liabilities (189.1) (149.3) (209.2)
Current liabilities
Trade and other payables (37.2) (15.4) (36.6)
Contract liabilities (4.7) (1.5) (3.4)
Loans and borrowings 11 (0.2) (0.1) -
Tax liabilities (0.1) (0.6) (0.3)
Lease liabilities (1.2) (0.9) (1.0)
Total current liabilities (43.4) (18.5) (41.3)
Total liabilities (232.5) (167.8) (250.5)
Net assets 528.8 678.7 526.6
Equity
Share capital 12 - - -
Share premium 12 - 335.0 335.2
Other reserve 12 328.3 330.3 328.3
Treasury shares 12 (12.5) (7.6) (16.5)
Share option reserve 12 27.1 25.5 26.4
Foreign currency translation reserve 12 (28.9) (33.6) (27.5)
Retained earnings/(losses) 12 214.8 29.1 (119.3)
Total equity 528.8 678.7 526.6
The Condensed Consolidated Financial Statement of Position for the year end 30
September 2025 has been revised to reflect measurement period adjustments made
in accordance with IFRS 3: Business Combinations, resulting in an adjustment
to goodwill and the fair values of assets and liabilities recognised at the
acquisition date (refer to note 9).
Condensed Consolidated Statement of Changes in Equity
for the six months ended 31 March 2026
Share capital Share premium Other reserve Treasury shares Share option reserve Foreign currency translation reserve Retained earnings/(losses)$m Total
$m $m $m $m $m $m equity
$m
1 October 2024 - 334.5 330.3 - 31.4 (28.9) 12.1 679.4
Loss for the period - - - - - - (144.6) (144.6)
Other comprehensive income - - - - - 1.4 - 1.4
Total comprehensive income/(loss) for the period - - - - - 1.4 (144.6) (143.2)
Transactions with owners:
Shares issued - 0.7 - - - - - 0.7
Repurchase of ordinary share capital - - - (16.5) - - - (16.5)
Share-based payments - - - - (5.0) - 11.3 6.3
Transfer between reserves on impairment of subsidiaries - - (2.0) - - - 2.0 -
Tax relating to items taken directly to equity - - - - - - (0.1) (0.1)
30 September 2025 - 335.2 328.3 (16.5) 26.4 (27.5) (119.3) 526.6
Loss for the period - - - - - - (0.4) (0.4)
Other comprehensive loss - - - - - (1.4) - (1.4)
Total comprehensive loss for the period - - - - - (1.4) (0.4) (1.8)
Transactions with owners:
Cancellation of share premium - (335.2) - - - - 335.2 -
Share-based payments - - - 4.0 0.7 - (0.7) 4.0
31 March 2026 - - 328.3 (12.5) 27.1 (28.9) 214.8 528.8
for the six months ended 31 March 2025
Share capital Share premium Other reserve Treasury shares Share option reserve Foreign currency translation reserve Retained earnings Total
$m $m $m $m $m $m $m equity
$m
1 October 2024 - 334.5 330.3 - 31.4 (28.9) 12.1 679.4
Profit for the period - - - - - - 7.0 7.0
Other comprehensive (loss)/income - - - - - (4.7) 1.0 (3.7)
Total comprehensive (loss)/income for the period - - - - - (4.7) 8.0 3.3
Transactions with owners:
Shares issued - 0.5 - - - - - 0.5
Repurchase of ordinary share capital - - - (7.6) - - - (7.6)
Share-based payments - - - - (5.9) - 8.3 2.4
Tax relating to items taken directly to equity - - - - - - 0.7 0.7
31 March 2025 - 335.0 330.3 (7.6) 25.5 (33.6) 29.1 678.7
Condensed Consolidated Statement of Cash Flows
for the six months ended 31 March 2026
Note Unaudited Unaudited Audited
six months six months Year
ended ended ended
31 March 31 March 30 September
2026 2025 2025
$m $m $m
Cash flows from operating activities
(Loss)/profit before tax (0.6) 8.9 (145.8)
Adjustments for:
Impairment of goodwill 10 - - 150.9
Amortisation of acquired intangible assets 10 18.8 16.1 33.3
Amortisation of internally generated software 10 4.9 4.0 8.9
Depreciation of property, plant and equipment 0.3 0.2 0.4
Depreciation of right of use assets 0.6 0.4 0.9
Share-based payment expense 4.2 2.8 6.4
Finance income 6 (0.1) (0.2) (0.8)
Finance costs 6 7.7 6.3 12.4
Operating cash flows before movements in working capital 35.8 38.5 66.6
Decrease/(increase) in trade and other receivables 0.2 (1.9) 0.3
Increase in contract assets (1.0) (1.7) (0.4)
Increase in trade and other payables 0.5 3.7 12.6
Increase/(decrease) in contract liabilities 1.3 (0.2) (0.4)
Cash generated by operations 36.8 38.4 78.7
Income taxes paid (2.6) (11.1) (15.0)
Net cash from operating activities 34.2 27.3 63.7
Cash flows from investing activities
Acquisition of subsidiaries, net of cash acquired 9 1.5 - (84.8)
Additions to internally generated software 10 (5.9) (5.7) (11.0)
Payment for property, plant and equipment (0.4) (0.2) (0.3)
Receipt of lease asset - - 0.1
Finance income received 0.1 0.2 0.5
Net cash used in investing activities (4.7) (5.7) (95.5)
Cash flows from financing activities
Repayment of loans and borrowings (19.0) (122.6) (142.6)
Proceeds from loans and borrowings - 119.6 210.0
Payment of interest on lease liabilities (0.1) (0.1) (0.2)
Payment of lease liabilities (0.6) (0.4) (0.9)
Shares issued - 0.5 0.7
Repurchase of shares - (7.6) (16.5)
Interest and fees on loans and borrowings paid (6.5) (6.9) (12.6)
Net cash used in financing activities (26.2) (17.5) 37.9
Cash and cash equivalents at beginning of the period 13.2 6.8 6.8
Net increase in cash and cash equivalents 3.3 4.1 6.1
Effect of foreign exchange rate changes (0.2) - 0.3
Cash and cash equivalents at the end of the period 16.3 10.9 13.2
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 13 May 2026.
These Condensed Consolidated Interim Financial Statements are presented in
millions of US dollars ($m), rounded to one decimal place; amounts previously
presented in thousands of US dollars ($000s) have been updated accordingly,
unless otherwise stated.
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 2025 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.
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 2025 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 considered 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 best estimate of the weighted average
annual 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
amendment to IAS 21: Lack of Exchangeability became applicable during the
current reporting period.
This amendment did not have a material impact on the Group's accounting
policies and has therefore not resulted in any changes in these Condensed
Consolidated Interim Financial Statements.
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 to 30 June 2027.
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.
Sensitivities have been modelled through scenario planning, including of a
reasonable worst case downside scenario, to understand the impact of the
various risks on the Group's performance and the Group's debt covenants/cash
headroom. 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 in the scenario planning, they are not expected to
lead to a debt covenant breach or liquidity issues under the individual
scenarios and a combination.
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 2027 and therefore it remains appropriate to continue to adopt
the going concern basis in preparing the financial information.
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, which is calculated
as adjusted net debt vs 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 2026, the
net leverage ratio, per the SFA agreement, was 1.8x 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:
· reduction in GMV of 1ppt year on year growth versus the base case;
· reduction in atgPay and atgShip take rates to 75% versus the base case;
· combination of the above scenarios; and
· reverse stress test.
None of these scenarios individually, or in the combined scenario, which
reduces adjusted EBITDA by 15% 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. In addition, a reverse stress test has been
performed and adjusted EBITDA would have to decline by 46%, versus the base
case, across the whole Group without any cost mitigation actions applied, such
as 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 2026.
The Directors have considered the potential impact of the ongoing conflict in
the Middle East on the Group's operations, supply chains and financial
performance. The Group's revenue is predominantly generated in the United
Kingdom, the United States and Europe, with no material direct exposure to the
Middle East region. While the Directors recognise that an escalation of the
conflict could contribute to broader macroeconomic uncertainty, including
through its effects on energy prices, inflation and consumer confidence, the
Directors have assessed that the conflict does not have a material direct
impact on the Group's going concern assessment at the date of this report. The
Directors will continue to monitor developments in the region and assess any
emerging risks as part of the Group's ongoing risk management processes.
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 2025 except for the inclusion of the additional significant
judgement:
Determination of groups of cash-generating units
The identification of groups of cash-generating units ("CGUs") requires
judgement as goodwill is material and any change affects any level at which
impairment is tested or headroom determined. A CGU is defined under IAS 36
Impairment of Assets as the smallest identifiable group of assets that
generates cash inflows that are largely independent of the cash inflows from
other assets or groups of assets.
From 1 February 2026, the Group adopted revised operating segments reflecting
a reorganisation of its internal management reporting structure, as disclosed
in Note 4. As a result of this change, management reassessed the composition
of its groups of CGUs for the purposes of performing the assessment of
impairment of goodwill under IAS 36.
Following this reassessment, the Group revised the grouping of CGUs for
goodwill impairment purposes, with certain previously separate groups of CGUs
being combined. In particular, goodwill previously allocated to the Auction
Services and Chairish groups of CGUs has been reallocated to the A&A group
of CGUs. The I&C group of CGUs remains unchanged.
This change reflects that these businesses are now managed and monitored
together, with increasing operational interdependency, and that the synergies
from acquisitions are expected to be realised across the combined A&A
group. In accordance with IAS 36, the grouping of CGUs does not exceed the
operating segment level as defined under IFRS 8. There has been no change to
the identification of CGUs, being each individual platform, as these are the
smallest identifiable group of assets capable of generating separately
identifiable cash inflows. The change in grouping of CGUs was applied
prospectively from the 1 February 2026.
In accordance with IAS 36, prior to initiating the change in grouping of CGUs,
management performed an impairment assessment on the previous grouping of CGUs
and determined there to be no impairment of goodwill within any of the groups.
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.
The following table provides a reconciliation from reported items in the
Condensed Consolidated Profit or Loss to adjusted results. This reconciliation
is presented to enhance clarity and transparency regarding the Group's
financial performance.
Adjusted results are calculated by excluding certain income or expense items
that are considered to be non-recurring or not reflective of the underlying
trading performance. These adjustments are made in accordance with the Group's
APMs, which are used internally for management purposes and externally to meet
investor requirements. Items excluded as adjusted items are included elsewhere
in the reported financial information, as they still represent actual income
or costs incurred by the Group.
Unaudited six months Unaudited six months
ended 31 March 2026
ended 31 March 2025
Reported Adjusted items Adjusted Reported Adjusted items Adjusted
$m $m $m $m $m $m
Revenue 126.1 - 126.1 89.0 - 89.0
Costs of sales (56.0) 2.7 (53.3) (30.9) 2.2 (28.7)
Gross profit 70.1 2.7 72.8 58.1 2.2 60.3
Operating costs (63.1) 27.2 (35.9) (43.1) 16.7 (26.4)
Operating profit 7.0 29.9 36.9 15.0 18.9 33.9
Net finance costs (7.6) 1.0 (6.6) (6.1) 1.4 (4.7)
(Loss)/profit before tax (0.6) 30.9 30.3 8.9 20.3 29.2
Tax credit/(expense) 0.2 (6.1) (5.9) (1.9) (3.7) (5.6)
(Loss)/profit for the year (0.4) 24.8 24.4 7.0 16.6 23.6
Diluted (loss)/earnings per share (0.3) - 19.9 5.7 - 19.0
Effective tax rate 33.3% 19.7% 19.5% 21.3% 18.2% 19.2%
Adjusted EBITDA
Adjusted EBITDA is the measure used by the Directors to assess the trading
performance of the Group's business and is the measure of segment profit.
Adjusted EBITDA represents (loss)/profit before taxation, net finance costs,
impairment, 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 basis for treating share-based payment expense and exceptional operating
items as adjusted is as follows:
Share-based payment expense
The Group has issued share awards to employees and Directors: at the time of
IPO; for the acquisition of LiveAuctioneers and Chairish; and 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. Due to the Group's significant acquisitions since IPO and the
volatility in the Group's share price, the expense is distortive in the short
term and is not representative of the cash performance of the business. The
share-based expense in the period was $4.2m (HY25: $2.8m, FY25: $6.4m).
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
2026 2025 2025
$m $m $m
Acquisition costs - - (6.6)
Integration costs (1.8) - (3.6)
Restructuring costs (2.3) - -
Project costs (2.8) - -
Exceptional operating items (6.9) - (10.2)
The acquisition and integration costs in FY25 were primarily in respect of the
costs relating to the acquisition of Chairish on 4 August 2025 and integration
into the Group (see note 9). The business has undertaken focused acquisitive
activity which has been strategically implemented to increase income, service
range and critical mass of the Group. Integration costs comprise severance
payments, retention bonuses and consultancy expenditure. Acquisition costs
comprise legal, professional, and other consultancy expenditure incurred. The
integration of Chairish continued into HY26 and is substantively complete. No
acquisition costs were incurred in HY26.
Restructuring costs relate to a cost-reduction programme announced in March
2026 and comprise expected severance costs recognised in full at 31 March 2026
as the Group has a present obligation with no realistic possibility of
withdrawal. Management considers these costs exceptional as they arise from a
significant, non-recurring Group-wide restructuring programme that is outside
the ordinary course of business.
Project costs comprise bank advisory, legal, and professional fees incurred by
the Directors in connection with corporate activity during the period.
Management considers these costs exceptional as they are material, relate to a
specific matter outside the Group's ordinary course of business, and are
non-recurring in nature.
There were no exceptional costs for HY25. The tax credit related to
exceptional operating items was $1.8m (HY25: $nil, FY25: $1.4m). The net cash
outflow related to exceptional operating items in the period was $5.7m (HY25:
$nil, FY25: $6.2m).
Adjusted operating profit
Adjusted operating profit represents (loss)/profit before taxation, net
finance costs, impairment, amortisation on acquired intangible assets,
share-based payment expense and exceptional operating items.
The basis for treating amortisation of acquired intangible assets as adjusted
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 Condensed Consolidated Statement of Financial Position that
relate to M&A activity rather than the trading performance of the
business. The amortisation of acquired intangible assets in the period was
$18.8m (HY25: $16.1m, FY25: $33.3m).
Adjusted profit before tax
Adjusted profit before tax represents (loss)/profit before taxation,
impairment, amortisation on acquired intangible assets, share-based payment
expense and exceptional items (finance and operating).
The basis for treating exceptional finance items as adjusted is as follows:
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. The
exceptional finance costs in the period were $1.0m (HY25: $1.4m, FY25: $1.7m).
Adjusted earnings and adjusted diluted earnings per share
Adjusted earnings exclude the share-based payment expense, exceptional items
(operating and finance), impairment of goodwill, amortisation of acquired
intangible assets, and any related tax effects.
The basis for treating tax on adjusted items as adjusted is as follows:
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. The tax on adjusted items in the period was $6.1m (HY25: $3.7m, FY25:
$11.0m).
Reconciliation of adjusted EBITDA and adjusted diluted earnings per share
The following table provides a reconciliation from (loss)/profit before tax to
adjusted EBITDA:
Unaudited Unaudited Audited
six months six months Year
ended ended ended
31 March 31 March 30 September
2026 2025 2025
$m $m $m
(Loss)/profit before tax (0.6) 8.9 (145.8)
Adjustments for:
Net finance costs (note 6) 7.6 6.1 11.6
Impairment of goodwill (note 10) - - 150.9
Amortisation of acquired intangible assets (note 10) 18.8 16.1 33.3
Amortisation of internally generated software (note 10) 4.9 4.0 8.9
Depreciation of property, plant and equipment 0.3 0.2 0.4
Depreciation of right of use assets 0.6 0.4 0.9
EBITDA 31.6 35.7 60.2
Share-based payment expense 4.2 2.8 6.4
Exceptional operating items 6.9 - 10.2
Adjusted items 11.1 2.8 16.6
Adjusted EBITDA 42.7 38.5 76.8
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
2026 2025 2025
$m $m $m
Reported revenue (note 4,5) 126.1 89.0 190.2
Adjusted EBITDA 42.7 38.5 76.8
Adjusted EBITDA margin 34% 43% 40%
The following table provides a reconciliation from (loss)/profit after tax to
adjusted earnings:
Unaudited Unaudited Audited
six months six months Year
ended ended ended
31 March 31 March 30 September
2026 2025 2025
$m $m $m
(Loss)/profit attributable to equity shareholders of the Company (0.4) 7.0 (144.6)
Adjustments for:
Impairment of goodwill (note 10) - - 150.9
Amortisation of acquired intangible assets (note 10) 18.8 16.1 33.3
Exceptional finance items 1.0 1.4 1.7
Share-based payment expense 4.2 2.8 6.4
Exceptional operating items 6.9 - 10.2
Tax on adjusted items (6.1) (3.7) (11.0)
Adjusted items 24.8 16.6 191.5
Adjusted earnings 24.4 23.6 46.9
Unaudited Unaudited Audited
six months six months Year
ended ended ended
31 March 31 March 30 September
2026 2025 2025
$m $m $m
Number Number Number
Diluted weighted average number of shares (note 8) 122,739,077 124,259,766 123,734,009
cents cents cents
Adjusted diluted earnings per share (in cents) 19.9 19.0 37.9
Pro forma revenue and adjusted EBITDA
Pro forma revenue and adjusted EBITDA includes Chairish for the full
comparative period in accordance with ATG Group accounting policies and is
presented on an actual currency basis.
In prior periods, the Group disclosed organic revenue, which excluded revenue
from acquisitions completed during the reporting period based on the timing of
the acquisition and, or its contribution to the Group for the period. Given
the significance of the Chairish acquisition to the Group, this measure has
been replaced with pro forma revenue and adjusted EBITDA, which includes the
revenue and adjusted EBITDA of acquired businesses for the full comparative
period. The Directors consider pro forma revenue and adjusted EBITDA to be a
more relevant and reliable measure as it provides a like-for-like comparison
of the Group's revenue on a consistent basis, reflecting the full contribution
of acquisitions across both periods and thereby improving comparability for
users of the financial statements.
Pro forma constant currency revenue and adjusted EBITDA
Pro forma constant currency revenue and adjusted EBITDA includes Chairish for
the full comparative period, in accordance with ATG Group accounting policies
and 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.
The following table provides a reconciliation of pro forma revenue and pro
forma constant currency revenue from reported results:
Unaudited for the six months ended 31 March
Revenue Revenue Adjusted EBITDA Adjusted EBITDA
2026 2025 2026 2025
$m $m $m $m
Actual 126.1 89.0 42.7 38.5
Acquisition related adjustment - 26.3 - 0.4
Pro forma 126.1 115.3 42.7 38.9
Constant currency adjustment - 1.5 - (0.1)
Pro forma constant currency 126.1 116.8 42.7 38.8
Increase in pro forma % 9% 10%
Increase in pro forma constant currency % 8% 10%
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.
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
2026 2025 2025
$m $m $m
Cash at bank 16.3 10.9 13.2
Current loans and borrowings (note 12) (0.2) (0.1) -
Non-current loans and borrowings (note 12) (168.1) (117.3) (187.2)
Total loans and borrowings (168.3) (117.4) (187.2)
Adjusted net debt (152.0) (106.5) (174.0)
Adjusted operating cash flow and adjusted operating cash flow conversion
Adjusted operating 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 operating cash flow as a percentage of
adjusted EBITDA.
Adjusted free cash flow
Adjusted free cash flow represents adjusted operating cash flow adjusted for
interest, lease and tax paid.
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 measures used are operating and
free cash flow and operating cash flow conversion. A reported operating and
free cash flow and cash conversion rate has not been provided as it would not
give a fair indication of the Group's operating and 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
2026 2025 2025
$m $m $m
Adjusted EBITDA 42.7 38.5 76.8
Cash generated by operations 36.8 38.4 78.7
Adjustments for:
Exceptional operating items 6.9 - 10.2
Working capital from exceptional and other items (1.2) - (3.9)
Additions to internally generated software (note 10) (5.9) (5.7) (11.0)
Additions to property, plant and equipment (0.4) (0.2) (0.3)
Adjusted operating cash flow 36.2 32.5 73.7
Adjusted operating cash flow conversion (%) 85% 84% 96%
Loan interest and lease liability paid (7.2) (7.4) (13.7)
Finance income and lease income received 0.1 0.2 0.6
Income taxes paid (2.6) (11.1) (15.0)
Adjusted free cash flow 26.5 14.2 45.6
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.
In September 2025, for the FY25 year-end reporting management updated the
level at which they aggregate the Group's operating segments into two
reportable operating segments: Arts and Antiques ("A&A") and Industrial
and Commercial ("I&C"), from four previous reportable segments (A&A
Marketplaces, I&C Marketplaces, Auction Services and Content). Comparative
segment information for the six months ended 31 March 2025 has been restated
to reflect the new segment structure. There is no impact on consolidated
revenue, profit or net assets.
During the period, from 1 February 2026 management changed the Group's
underlying operating segments to two, A&A and I&C. The change was
triggered by the level at which management began monitoring, analysing and
reporting the performance of the business to the Executive Management team
(the Chief Operating Decision Maker "CODM") and the Board.
The two reportable operating segments are as follows:
= A&A focuses on providing auction houses and sellers, that specialise in
the sale of arts, antiques, pre-owned furniture and home decor. It has access
to its platforms which include; thesaleroom.com, liveauctioneers.com,
chairish.com, lot-tissimo.com, pamono.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 and sellers to sell their goods. The segment also
generates earnings through value-added services and subscription services. The
Group contracts with customers predominantly under service agreements, where
the number of auctions to be held or the number of items listed with the
service offering differing from client to client. Within the A&A segment
it also includes earnings from the Antiques Trade Gazette subscriptions and
advertising.
= I&C focuses on offering auction houses that specialise in the sale of
industrial and commercial goods and machinery access to its platforms which
include 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 value-added services. The Group contracts with customers
predominantly under service agreements, where the number of auctions to be
held with the service offering differing from client to client.
Central costs consist of expenses for central services such as technology,
marketing, human resources and finance, which support the overall organisation
rather than individual operating segments.
An analysis of the results for the period by reportable segment is as follows:
Unaudited six months ended 31 March 2026
A&A I&C Centrally allocated Total
$m $m costs $m
$m
Revenue 89.1 37.0 - 126.1
Adjusted EBITDA (see note 3 for definition and reconciliation) 48.0 29.6 (34.9) 42.7
Amortisation of intangible assets (note 10) (16.9) (6.8) - (23.7)
Depreciation of property, plant and equipment (0.2) (0.1) - (0.3)
Depreciation of right of use assets (0.5) (0.1) - (0.6)
Share-based payment expense (1.0) (1.0) (2.2) (4.2)
Exceptional operating items (note 3) (3.0) (0.2) (3.7) (6.9)
Operating profit/(loss) 26.4 21.4 (40.8) 7.0
Net finance costs (note 6) - - (7.6) (7.6)
Profit/(loss) before tax 26.4 21.4 (48.4) (0.6)
Unaudited six months ended 31 March 2025
A&A I&C Centrally allocated Total
$m $m costs $m
$m
Revenue 51.6 37.4 - 89.0
Adjusted EBITDA (see note 3 for definition and reconciliation) 39.6 30.4 (31.5) 38.5
Amortisation of intangible assets (note 10) (13.9) (6.2) - (20.1)
Depreciation of property, plant and equipment (0.1) (0.1) - (0.2)
Depreciation of right of use assets (0.3) (0.1) - (0.4)
Share-based payment expense (1.3) (1.4) (0.1) (2.8)
Operating profit/(loss) 24.0 22.6 (31.6) 15.0
Net finance costs (note 6) - - (6.1) (6.1)
Profit/(loss) before tax 24.0 22.6 (37.7) 8.9
HY25 comparatives have been restated to combine the four previously reportable
segments to two (A&A Marketplaces, Auction Services and Content into
A&A and I&C marketplaces into I&C). There is no change to
previously reported total Group revenue or profit.
Audited year ended 30 September 2025
A&A I&C Centrally allocated Total
$m $m costs $m
$m
Revenue 115.2 75.0 - 190.2
Adjusted EBITDA (see note 3 for definition and reconciliation) 78.5 63.9 (65.6) 76.8
Impairment of goodwill (note 10) (150.9) - - (150.9)
Amortisation of intangible assets (note 10) (29.0) (13.2) - (42.2)
Depreciation of property, plant and equipment (0.1) (0.3) - (0.4)
Depreciation of right of use assets (0.8) (0.1) - (0.9)
Share-based payment expense (2.0) (2.2) (2.2) (6.4)
Exceptional operating items (note 3) (10.2) - - (10.2)
Operating (loss)/profit (114.5) 48.1 (67.8) (134.2)
Net finance costs (note 6) - - (11.6) (11.6)
(Loss)/profit before tax (114.5) 48.1 (79.4) (145.8)
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 Unaudited Revised Audited
31 March 2026
31 March 2025
30 September 2025
Total Additions Total Additions Total Additions
non-current assets to non-current non-current assets to non-current non-current assets to non-current
$m assets $m assets $m assets
$m $m $m
A&A 502.3 3.1 584.7 2.7 515.4 98.9
I&C 218.2 3.2 224.2 3.2 223.9 5.3
720.5 6.3 808.9 5.9 739.3 104.2
The year end 30 September 2025 has been revised to reflect measurement period
adjustments made in accordance with IFRS 3: Business Combinations, resulting
in an adjustment to goodwill and the fair values of assets and liabilities
recognised at the acquisition date (refer to note 9).
Unaudited Unaudited Revised
six months six months Audited
ended ended Year
31 March 31 March ended
2026 2025 30 September
$m $m 2025
$m
By geographical location
United Kingdom 55.0 58.5 60.7
USA 654.0 745.3 666.5
Germany 11.5 5.1 12.1
720.5 808.9 739.3
The year end 30 September 2025 has been revised to reflect measurement period
adjustments made in accordance with IFRS 3: Business Combinations, resulting
in an adjustment to goodwill and the fair values of assets and liabilities
recognised at the acquisition date (refer to note 9).
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
2026 2025 2025
$m $m $m
Product
Commission 57.1 44.4 92.2
Subscription and fixed fees 22.6 19.9 40.2
Value-added services 42.4 22.4 52.8
Other 4.0 2.3 5.0
126.1 89.0 190.2
Primary geographical markets
by location of operations
United Kingdom 14.3 13.1 26.3
USA 103.0 72.9 156.5
Germany 8.8 3.0 7.4
126.1 89.0 190.2
By location of customer
United Kingdom 14.6 13.7 28.0
USA 101.5 67.8 146.1
Europe 7.6 4.6 10.3
Rest of world 2.4 2.9 5.8
126.1 89.0 190.2
Timing of transfer of goods and services
Point in time 110.9 79.7 171.0
Over time 15.2 9.3 19.2
126.1 89.0 190.2
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
2026 2025 2025
$m $m $m
Interest income 0.1 0.2 0.5
Interest on tax - - 0.3
Finance income 0.1 0.2 0.8
Interest on loans and borrowings (6.1) (4.5) (9.4)
Amortisation of finance costs (0.5) (1.3) (1.7)
Foreign exchange loss (1.0) (0.4) (0.7)
Interest on lease liabilities (0.1) (0.1) (0.2)
Interest on tax - - (0.4)
Finance cost (7.7) (6.3) (12.4)
Net finance costs (7.6) (6.1) (11.6)
7. Taxation
Unaudited Unaudited Audited
six months six months Year
ended ended ended
31 March 31 March 30 September
2026 2025 2025
$m $m $m
Income tax (credit)/expense (0.2) 1.9 (1.2)
The income tax credit recognised based on management's best estimate of the
effective tax rate for the full year is 33% (HY25: expense of 21%) applied to
the (loss)/profit before tax of the six-month period. The prior year tax
charge includes a tax credit of $1.9m due to a prior year adjustment, partly
offset by non-deductible foreign exchange differences, neither of which are
recurring in HY26. The Group's effective tax rate for HY26 is higher than the
UK statutory rate of 25% due to the impact of the R&D credit, partly
offset by non-deductible expenses, increasing the tax credit on the loss
before tax for the period.
8. (Loss)/earnings per share
Basic (loss)/earnings per share is calculated by dividing the (loss)/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 (loss)/earnings per share is calculated by dividing the (loss)/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.
For HY26 and FY25, the non-vested/non-exercised ordinary shares are
anti-dilutive given the loss for the period and are therefore excluded from
the weighted average number of ordinary shares for the purpose of diluted loss
per share calculation.
Unaudited Unaudited Audited
six months six months Year
ended ended ended
31 March 31 March 30 September
2026 2025 2025
$m $m $m
(Loss)/profit attributable to equity shareholders of the Company (0.4) 7.0 (144.6)
Number Number Number
Weighted average number of shares in issue 122,848,795 122,228,279 122,450,829
Weighted number of options vested not exercised 787,056 981,875 889,051
Weighted average number of shares held by the Employee Benefit Trust (85,281) (61,539) (40,665)
Weighted average number of shares held in Treasury (1,934,635) (76,274) (998,265)
Weighted average number of shares 121,615,935 123,072,341 122,300,950
Dilutive share options 1,123,142 1,187,425 1,433,059
Diluted weighted average number of shares 122,739,077 124,259,766 123,734,009
cents cents cents
Basic (loss)/earnings per share (0.3) 5.7 (118.2)
Diluted (loss)/earnings per share (0.3) 5.7 (118.2)
9. Business combinations
Business combinations for the year ended 30 September 2025 Acquisition of
Chairish, Inc. ("Chairish")
On 4 August 2025, the Group acquired 100% of the equity share capital of
Chairish. Chairish is a leading list price online marketplace for vintage
furniture, décor and art. The acquisition transforms our A&A value
proposition as the Group can offer consumers the choice of auction and list
price merchandise across selling formats that is relevant to a range of
consumer buyer preferences and expands supply in complementary categories
where the Group already has a highly engaged and interested buyer base. The
acquisition creates a stronger global platform for the Group in the highly
fragmented A&A market.
Consideration
The total consideration, including the provisional working capital adjustment
of $4.2m, was $89.2m. Part of the consideration, $29.1m, was for the repayment
of Chairish's existing borrowings which consisted of bank loans and
convertible notes. These were settled on the date of acquisition and have been
treated as cash used in investing activities in the Condensed Consolidated
Statement of Cash Flows as the repayment of the debt was not at the Group's
discretion, it was subject to a pre-existing change of control clause. There
is no deferred or contingent consideration. In March 2026, the working capital
adjustment was finalised resulting in a payment of $1.5m to the Group.
Fair value adjustments since 30 September 2025
Adjustments were made to the provisional purchase price accounting resulting
in a decrease in trade and other receivables of $0.6m, a reduction in trade
and other payables of $0.1m and a reduction in contract liabilities of $0.2m.
All assets and liabilities are final except for tax-related balances which
remain subject to review.
Provisional purchase price allocation
Management assessed the fair value of the acquired assets and liabilities as
part of the purchase price allocation ("PPA"). The fair value is provisional
as at 31 March 2026 as the analysis of tax-related balances remains subject to
review. It is expected that the review will be concluded within the
measurement period prescribed by IFRS 3, and no later than 12 months from the
acquisition date.
The provisional fair values of the assets and liabilities are set out
below.
As at 30 September 2025 Fair value adjustments Revised
$m $m as at 30 September 2025
$m
Acquired intangible assets - software 5.5 - 5.5
Acquired intangible assets - customer relationships 25.7 - 25.7
Acquired intangible assets - brand 12.8 - 12.8
Internally generated software 0.9 - 0.9
Right of use assets 0.3 - 0.3
Cash and cash equivalents 4.4 - 4.4
Trade receivables and other receivables 1.4 (0.6) 0.8
Contract assets 0.1 - 0.1
Trade and other payables (12.3) 0.1 (12.2)
Contract liabilities (2.4) 0.2 (2.2)
Tax liabilities (0.1) - (0.1)
Lease liabilities (0.2) - (0.2)
Deferred tax asset 4.2 - 4.2
Loans and borrowings (29.1) - (29.1)
Net assets on acquisition 11.2 (0.3) 10.9
Goodwill (note 10) 48.9 (1.2) 47.7
Initial cash consideration 60.1 (1.5) 58.6
Consideration satisfied by:
Initial cash consideration 55.9 - 55.9
Loans and borrowings settled 29.1 - 29.1
Working capital adjustment 4.2 (1.5) 2.7
89.2 (1.5) 87.7
As at 30 September 2025 As at Total
$m 31 March 2026 $m
$m
Net cash flow arising on acquisition:
Initial cash consideration 55.9 - 55.9
Loans and borrowings settled 29.1 - 29.1
Working capital adjustment 4.2 (1.5) 2.7
Less: cash and cash equivalent balances acquired (4.4) - (4.4)
Cash used in investing activities 84.8 (1.5) 83.3
10. Goodwill and other intangible assets
Software Customer relationships Brand Total acquired intangible assets Internally generated software Goodwill Total
$m $m $m $m $m $m $m
1 October 2024 26.1 165.4 33.9 225.4 18.9 580.8 825.1
Acquisition of business - revised (note 9) 5.5 25.7 12.8 44.0 0.9 47.7 92.6
Additions - - - - 11.0 - 11.0
Impairment - - - - - (150.9) (150.9)
Amortisation (4.6) (24.8) (3.9) (33.3) (8.9) - (42.2)
Exchange differences 0.1 (0.2) 0.1 - - 0.7 0.7
30 September 2025 - revised (note 9) 27.1 166.1 42.9 236.1 21.9 478.3 736.3
Additions - - - - 5.9 - 5.9
Amortisation (2.7) (13.8) (2.3) (18.8) (4.9) - (23.7)
Exchange differences - (0.2) (0.1) (0.3) (0.1) (1.9) (2.3)
31 March 2026 24.4 152.1 40.5 217.0 22.8 476.4 716.2
The acquisition of business for the year end 30 September 2025 has been
revised to reflect measurement period adjustments made in accordance with IFRS
3: Business Combinations, resulting in an adjustment to goodwill and the fair
values of assets and liabilities recognised at the acquisition date (refer to
note 9).
Software Customer relationships Brand Total acquired intangible assets Internally generated software Goodwill Total
$m $m $m $m $m $m $m
1 October 2024 26.1 165.4 33.9 225.4 18.9 580.8 825.1
Additions - - - - 5.7 - 5.7
Amortisation (2.2) (12.1) (1.8) (16.1) (4.0) - (20.1)
Exchange differences - (0.7) (0.1) (0.8) (0.1) (4.2) (5.1)
31 March 2025 23.9 152.6 32.0 208.5 20.5 576.6 805.6
From 1 February 2026, the Group adopted revised operating segments reflecting
a reorganisation of its internal management reporting structure. As a result
of this change, management reassessed the composition of its groups of CGUs
for the purposes of impairment testing under IAS 36. Following this
reassessment, certain groups of CGUs that were previously assessed on a more
disaggregated basis have been aggregated into fewer, larger groups of CGUs.
Management has assessed there are now two groups of CGUs (A&A and I&C)
from four previous groups of CGUs (A&A Marketplaces, Chairish, I&C
Marketplaces and Auction Services) (refer to significant judgements in note
2). The change in groups of CGU composition was applied prospectively from the
1 February 2026. Prior to initiating the change in CGU grouping, in
accordance with IAS 36, management performed a value in use impairment test on
the pre-existing groups of CGUs and determined there to be no impairment of
goodwill within any of the groups.
At 31 March 2026, the Directors assessed whether any indicators of impairment
existed in respect of the Group's goodwill and intangible assets in accordance
with IAS 36. The Group's market capitalisation of $535.8m exceeded net assets
of $528.8m as at 31 March 2026 and there were no material changes to the
pre-tax discount rate since 30 September 2025. A review was performed of the
actual performance of the CGUs in the period against budget to see if there
was any material variance or expected changes to future forecasts.
For the six months to 31 March 2026, I&C performance was marginally below
the prior year, and management expect this to persist in the short term. The
underperformance against budget was not considered significant, however the
Directors assessed the expected change in the FY26 forecast for I&C
against the year-end sensitivity test to evaluate the impact of reasonably
possible changes in key assumptions on the recoverable amount. The A&A
group of CGUs, which includes the previous Auction Services and Chairish
groups of CGUs performed ahead of the budget for the period.
Based on this impairment indicator assessment, the Directors concluded that no
indicator had occurred and accordingly no interim impairment test of goodwill
and intangible assets was required at the reporting date. The annual
impairment test will be performed as part of the 30 September 2026 year-end
process. However, headroom of $45.8m for A&A and $46.4m for I&C
remains limited and impairment continues to be a key area of judgement and
estimation uncertainty.
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
2026 2025 2025
$m $m $m
Current
Revolving Credit Facility 0.2 0.1 -
Non-current
Revolving Credit Facility 168.1 117.3 187.2
168.3 117.4 187.2
On 11 February 2025, the Group entered into a new senior facilities agreement
(the "SFA 2029") comprising a multi-currency credit facility of $200.0m. On 4
August 2025, the facility was increased for the Chairish acquisition by a
further $75.0m under the existing agreement, bringing the total facility to
$275.0m. On 5 February 2026, the option to extend the facility by 12 months
was exercised. All amounts outstanding under the SFA 2029 will be due for
repayment on 11 February 2030. At 31 March 2026, $171.0m in total was drawn
under the RCF, bearing interest at a margin of 2.5% over US SOFR (HY25:
$119.6m, FY25: $190m). The balance is shown net of prepaid fees of $2.9m
(HY25: $2.3m, FY25: $2.8m).
The SFA 2029 contains an adjusted net leverage covenant which tests the ratio
of adjusted net debt against adjusted EBITDA and an interest cover ratio which
tests the ratio of adjusted EBITDA against net finance charges. The Group has
complied with the financial covenants of its borrowing facilities during the
period ending 31 March 2026.
12. Share capital and reserves
Unaudited Unaudited Audited
31 March 31 March 30 September
2026 2025 2025
$m $m $m
Authorised, called up and fully paid(1)
122,848,795 ordinary shares at 0.01p each - - -
(HY25: 122,525,087; FY25: 122,848,795)
(1. ) Issue share capital is $17k (HY25: $17k, FY25: $17k)
The movements in share capital, share premium and other reserve are set out
below:
Number Share Share Other
of
capital
premium
reserve
shares $m $m $m
1 October 2025 122,848,795 - 335.2 328.3
Cancellation of share premium - - (335.2) -
Share options exercised - - - -
31 March 2026 122,848,795 - - 328.3
On 22 January 2026, the Company's shareholders passed a special resolution to
cancel the entire share premium account balance of £236.8m ($335.2m), which
was confirmed by court order on 3 March 2026 and registered with the Registrar
of Companies on 13 March 2026.
The movements in treasury shares held by the Company during the period were as
follows:
Number Treasury shares
of
$m
shares
1 October 2025 2,272,654 16.5
Share options exercised (532,282) (4.0)
31 March 2026 1,740,372 12.5
The movements in reserves are set out below:
Share option reserve Foreign currency translation reserve Retained earnings/
$m $m (losses)
$m
1 October 2025 26.4 (27.5) (119.3)
Total comprehensive loss for the period - (1.4) (0.4)
Cancellation of share premium - - 335.2
Share-based payment expense 4.0 - -
Share options exercised (3.3) - (0.7)
31 March 2026 27.1 (28.9) 214.8
13. Related party transactions
For the six months ended 31 March 2026, 31 March 2025 and year ended 30
September 2025, there were no related party transactions.
14. 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,
Duncan
Painter
Sarah Highfield
Chief Executive
Officer
Chief Financial Officer
13 May
2026
Glossary
A&A Arts & Antiques
AIV Average item value
atgAMP the Group's auctioneer and seller marketing programme
atgPay the Group's integrated payment solution
atg Partner Network the Group's partnerships with other sites, which enables an auctioneer or
seller 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
(http://www.BidSpotter.co.uk/) and www.BidSpotter.com
(http://www.BidSpotter.com/) domain
Big 4 Christie's, Sotheby's, Phillips and Bonhams A&A auction houses
Chairish The Group's marketplaces operated via www.chairish.com
(https://www.chairish.com/) and www.pamono.com (http://www.pamono.com/)
EBITDA earnings before interest, taxes, depreciation and amortisation
ESN the Group's marketplace operated via the www.EstateSales.NET
(http://www.EstateSales.NET/) domain
GMV gross merchandise value, representing the total final sale value of all items
sold through the platform (excluding Auction Mobility)
i-bidder the Group's marketplace operated by the www.i-bidder.com
(http://www.i-bidder.com/) domain
I&C Industrial & Commercial
Items sold Number of items sold
LiveAuctioneers the Group's marketplace operated via the www.liveauctioneers.com
(http://www.liveauctioneers.com/) domain
Lot-tissimo the Group's marketplace operated via the www.lot-tissimo.com
(http://www.lot-tissimo.com/) domain
LTIP Awards the Company's Long-term Incentive Plan
Marketplaces the online marketplaces operated by the Group
Pro forma revenue and adjusted EBITDA includes Chairish for the full comparative period, in accordance with ATG
Group accounting policies, and is presented on an actual currency basis.
Pro forma constant currency revenue and adjusted EBITDA includes Chairish for the full comparative period, in accordance with ATG
Group accounting policies, and is shown on a constant currency basis using
average exchange rates for the current financial period applied to the
comparative period to eliminate the effects of fluctuations in assessing
performance.
Proxibid the Group's marketplace operated via the www.proxibid.com
(http://www.proxibid.com/) domain
Take rate represents the Group's marketplace revenue excluding real estate, ESN and
Chairish, as a percentage of GMV. Marketplace revenue is the Group's reported
revenue from online marketplaces
The Saleroom the Group's marketplace operated via the www.the-saleroom.com
(http://www.the-saleroom.com/) domain
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 2026, 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 Flows and
related notes 1 to 14. 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 2026 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
13 May 2026
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