REG - Mobico Group PLC - Results for the six months ended 30 June 2025
Yesterday 07:00
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RNS Number : 4914Y Mobico Group PLC 09 September 2025
Mobico Group PLC
Results for the six months ended 30 June 2025
Continued revenue growth - Full year adjusted operating
profit guidance unchanged
Phil White, Mobico Group Executive Chairman, said:
"Mobico has delivered a solid performance in the first half of 2025, with
revenue growth supported by continuing positive passenger demand, further
contract win momentum and another record performance at ALSA. Although our
operating profit performance in the first half was mainly impacted by the
under-performance of two contracts in WeDriveU, due to operational issues and
a competitive trading environment in the UK, we remain confident of achieving
our full year adjusted operating profit guidance of between £180m and £195m.
In July we also successfully completed the sale of our North America School
Bus business, which strengthens our liquidity and is an important first step
in our continued focus on deleveraging. Our new management team has been
focused on closely evaluating each of our business divisions, and we see
significant opportunities to simplify and strengthen the Group and are taking
decisive action to sharpen our operational and financial performance,
including additional cost reduction plans and further leveraging ALSA's best
practice across the business."
H1 2025 highlights
▪ Group revenue(1) growth of 7.0%
o Double digit growth to record revenue in both ALSA and WeDriveU, with
continued contract win momentum and further improvement in ALSA's customer
satisfaction index
▪ Adjusted Operating Profit(1) of £59.9m (H1 24 of £68.6m,
both excluding NA School Bus)
o Temporary operational challenges in two WeDriveU contracts impacted HY
performance
o Statutory Loss for the period including discontinued operations of
£(254.7m), mainly due to £(238.0m) non-cash impairment on classification of
NA School Bus as Held for Sale (as noted in prior announcements)
• Covenant gearing of 3.0x, prior to NA School Bus proceeds -
expecting c.2.5x by year-end
o Free Cash Flow of £57.8m (£96.3m in H1 24) with first half impacted by
working capital timings
o Ample liquidity with no significant maturities until May 2027, with NA
School Bus proceeds covering these
▪ Sale of North America School Bus for enterprise value of up to
$608m (c.£457m) completed post the half year
o Net upfront proceeds of $364m (£273m)(2)
o First step in continued focus on deleveraging also enabling reallocation
of cash flows from capital-intensive NA School Bus business
o Non-cash impairment charge to be partially offset by a c. £100m non-cash
release of foreign exchange reserves on disposal
▪ No change to FY 25 operating profit guidance:
o Group continues to expect FY 25 Adjusted Operating Profit from continuing
operations to be £180m - £195m excluding NA School Bus
▪ Strategic update - Initial actions:
o Disciplined focus on cost reduction across the Group
o UK Coach operations will be integrated with ALSA to create a pan-European
coach powerhouse, exploiting our market leading positions in both Spain and UK
driving operating synergies and further cost efficiencies
o Discussions with German PTAs progressing constructively, working hard on
resolution over the coming months
o An update is planned, focused on ALSA's track record and full potential as
well as cost and efficiency actions, for before year end
(1)The results for the six months ended 30 June 2024 have been restated for a
correction to the German Rail onerous contract provision and to represent
prior periods for discontinued operations.
(2)Net upfront proceeds for covenant deleveraging. Translated illustratively
at a GBP/USD rate of approximately 1.33 based on the rate as at close of
business on 24 April 2025. Final GBP proceeds will be dependent on the
unwinding of associated hedges, with the Group well hedged for GBP/USD
movements.
Financial Summary
Continuing operations H1 25 H1 24(1) Change (Constant -FX) Change (Reported)
Group revenue £1.32bn £1.24bn 8.6% 7.0%
Group adjusted(2) EBITDA £131.8m £140.6m (7.1)% (6.3)%
Group adjusted(2) operating profit £59.9m £68.6m (4.8)% (12.7)%
Group adjusted(2) profit before tax £19.8m £28.8m
Group Adjusted(2) profit for the period(3) £20.4m £19.4m
Return on capital employed(4) 11.6% 8.1%
Statutory
Group operating profit £35.1m £12.3m
Group loss before tax £(7.1)m £(29.3)m
Group loss for the period(3) £(254.7)m £(37.6)m
Basic EPS (5.9)p (7.9)p
Free cash flow(4) £57.8m £96.3m
Net debt(4) £1,292.5m £1,236.4m
Covenant gearing(4) 3.0x 2.8x
(1)The results for the six months ended 30 June 2024 have been restated for a
correction to the German Rail onerous contract provision and to represent
prior periods for discontinued operations
(2)To supplement IFRS reporting, we also present our results (including
EBITDA) on an adjusted basis to show the performance of the business before
adjusting items. These are detailed in note 1 to the Financial Statements and
principally comprise intangible amortisation for acquired businesses,
re-measurement of historic onerous contract provisions and impairments. In
addition to performance measures directly observable in the Group financial
statements (IFRS measures), alternative financial measures are presented that
are used internally by management as key measures to assess performance.
(3)Includes Profit/(Loss) from discontinued operations
4These are alternative performance measures and include discontinued
operations
For further information, please contact:
Mobico Group PLC
Brian Egan/ Michael Barker +44 (0)121 803 2580
Headland
Stephen Malthouse +44 (0)7734 956201
Matt Denham +44(0)7551 825496
About Mobico Group
Mobico is a leading, international shared mobility provider with bus, coach
and rail services in the UK, North America, continental Europe, North Africa
and the Middle East.
Notes
1. Legal Entity Identifier: 213800A8IQEMY8PA5X34
2. Classification: 3.1 (with reference to DTR6 Annex 1R)
A live webcast of the analyst meeting taking place today at 10:00am (BST) will
be available on the investor page of the Group's website: www.mobicogroup.com.
(http://www.mobicogroup.com.)
Results overview
In the first half of 2025, the Group delivered strong revenue performance in
ALSA and WeDriveU. The Adjusted Operating Profit performance for H1 has been
impacted by the operating environment for the UK and operational issues on two
contracts in WeDriveU. However, we are confident of an improved performance in
H2 and the H1 outcome is consistent with our full year expectations.
Adjusted Statutory Adjusted
£m H1 25 H1 24(1) Change H1 25 H1 24(1) Change FY 24
Revenue
ALSA 687.4 617.1 11.4% 687.4 617.1 11.4% 1,327.6
WeDriveU 218.0 192.6 13.2% 218.0 192.6 13.2% 412.6
UK and Germany 418.1 427.5 (2.2)% 418.1 427.5 (2.2)% 879.6
Group from continuing operations 1,323.5 1,237.2 7.0% 1,323.5 1,237.2 7.0% 2,619.8
Operating profit/(loss)
ALSA 82.0 82.5 (0.6)% 74.1 79.8 (7.1)% 186.1
WeDriveU 2.6 13.0 (80.0)% (2.1) 9.6 (121.9)% 29.3
UK and Germany (9.1) (11.9) 23.5% (11.9) (51.8) 77.0% (2.8)
Central Functions (15.6) (15.0) (4.0)% (25.0) (25.3) 1.2% (33.9)
Operating profit from continuing operations 59.9 68.6 (12.7)% 35.1 12.3 185.4% 178.7
Operating margin from continuing operations 4.5% 5.5% (1.0)% 2.7% 1.0% 1.7% 6.8%
Profit/(Loss) before tax 19.8 28.8 (31.3)% (7.1) (29.3) 75.8% 101.0
Tax (charge) (16.0) (10.9) (15.3) (5.5)
Profit/(Loss) for the period from continuing 3.8 17.9 (22.4) (34.8)
Profit/(Loss) for the period from discontinued 16.6 1.5 (232.3) (2.8)
Profit/(Loss) for the period 20.4 19.4 (254.7) (37.6)
(1) Restated for correction to the German Rail onerous contract provision, see
note 1 in the Financial Statements for further information
Continuing Operations
Revenue grew by £86.3m (7.0%) on a reported basis, and by 8.6% on a constant
currency basis. This principally reflects strong growth in ALSA where
passenger figures in most businesses increased (including by 11.5% in Spain).
WeDriveU also saw strong revenue growth driven by new contracts in corporate,
university shuttle and paratransit operations.
Adjusted Operating Profit fell by £8.7m to £59.9m (whilst Statutory
Operating Profit increased to £35.1m from £12.3m). We expect a robust H2
following the extension of voucher schemes in ALSA and contract performance
improvements in WeDriveU.
ALSA continued strong performance saw revenues increase 11.4% to £687.4m
(13.1% on a constant currency basis). Adjusted Operating profit was in line
with H1 24 (growing 0.9% in local currency) and the strong performance is
expected to continue into H2. There was particularly good momentum in
regional, urban and long-distance markets in Spain where revenue grew 10.6%
and operating profit grew 8.0%
Whilst WeDriveU has seen revenue growth of 13.2%, operating profit is below H1
expectations, a result of operational challenges in the WMATA and CARTA
contracts.
In the UK and Germany revenues fell 2.2%, primarily as a result of increased
competition in UK Coach and the restructuring of the NXTS business.
In the UK Bus steps continue to return the business to sustainable
profitability whilst preparations for franchising continue. UK Coach continues
to operate in a difficult market environment with the consolidation with ALSA
seeking to further sharpen operational performance. German Rail continues to
focus on improving network performance and narrowing the driver gap.
Discussions with the local PTAs are ongoing and we are working hard on
reaching an equitable solution for both parties over the coming months. There
was no change on the German RRX onerous contract provision in the first half
as performance stabilises.
Discontinued Operations
NA School Bus performance saw the benefits from increased pricing earlier in
School Year 24/25 being realised in the form of a 10.8% growth in revenue to
£441.5m and operating profit of £28.3m, of which £15.6m was a result of the
reduction in depreciation following the classification NA School Bus as held
for sale. With the successful completion of the sale on 14 July 2025, circa.
6.5 months of performance will be recognised in the FY 25 results as a
discontinued operation.
Details of adjusting items for both continuing and discontinued operations
have been included in the Group Chief Financial Officer's review.
Balance Sheet
At 30 June 2025, the Group had £0.7bn of cash and undrawn, committed
facilities and a covenant gearing ratio of 3.0x (FY 24: 2.8x). Covenant
Gearing at FY 25 is expected to be c.2.5x following receipt of NA School Bus
proceeds. The Group continues to benefit from strong liquidity having extended
the vast majority of its Core RCF facility to 2029 and having completed the
sale of North America School Bus. The earliest debt maturities are in May 2027
and the Group has sufficient liquidity to cover these maturities. The Hybrid
Bond's call window expires in February 2026 and the Group will make a decision
on its options, including whether to call or roll the bond, prior to this
date.
As rates stand today, the anticipated net interest charge in FY 25 will be
c.£90m (£92.6m in 2024). c.75% of our debt is fixed, with the majority of
the floating portion due to revert to fixed in 2025. Mobico has made clear its
commitment to debt and leverage reduction and continues to consider all
options to de-lever.
Outlook
Based on current market conditions, the group continues to expect FY 25
Adjusted Operating Profit from continuing operations (excluding NA School Bus)
to be in the range £180m - £195m, with FY 25 covenant gearing expected to be
around 2.5x.
Strategic Commentary
Key Priorities
Although the Group continues to maintain a healthy liquidity position, with
the ability to meeting all upcoming maturities until 2028, the Board's
priority remains debt and leverage reduction and we continue to consider all
options to meet this objective. The sale of North America School Bus was an
important first step and provides us with a platform to de-leverage.
The Group continues to seek opportunities to improve our efficiency, increase
cost reductions, improve our profitability and accelerate our de-leveraging.
German Rail discussions
Discussions with the PTAs are progressing constructively. The parties have
signed a joint exploratory paper on this matter and have exchanged drafts of
possible supplementary agreements. The aim is to press ahead with the
finalisation of these agreements to have the supplementary agreements become
legally effective over the coming months.
Leadership changes
Since the end of FY 24, Mobico has strengthened its Executive Team with the
appointment of Phil White as Executive Chair and Brian Egan as Group CFO. Phil
has over 40 years' experience in the transport sector and has held a range of
non-executive roles across different industries. Brian has over 25 years'
experience as CFO at international organisations including Jefferson Smurfit,
Petropavlovsk, Dangote Cement, and Coca-Cola. Brian also joins as an executive
member of the Board.
With Francisco (Paco) Iglesias also joining the Exec team as COO we now have a
good balance of public transport and industry experience needed for us to
drive the business forward.
Key contract wins
To date we have won 12 new contracts across the Group with annual revenue of
£68m p.a, and total contract values of £371m. These contracts have an
average ROCE of 42%. The conversion rate on bids submitted and awarded was
33%, up from 23% in prior year.
Divisional Results overview - Continuing Operations
The following section describes the performance of the Group's continuing
businesses for the six month period to 30th June 2025, compared to the same
period in 2024.
ALSA
ALSA is the leading company in the Spanish bus and coach sector. It has
significantly diversified its portfolio away from predominantly Long-Haul
services to having a multi-modal offering, which today spans Regional and
Urban Bus and Coach services across Spain, Morocco, Switzerland, Portugal,
Bahrain and Saudi Arabia.
H1 25 H1 24 Change Change
m m m %
Reporting currency (£) £ £ £
Revenue 687.4 617.1 70.3 11.4
Adjusted operating profit 82.0 82.5 (0.5) (0.6)
Statutory operating profit 74.1 79.8 (5.7) (7.1)
Local Currency (€)
Revenue 816.3 722.0 94.3 13.1
Adjusted operating profit 97.4 96.5 0.9 0.9
Adjusted operating margin 11.9% 13.4% (1.5)%
Statutory operating profit 88.0 93.3 (5.3) (5.7)
Statutory operating margin 10.8% 12.9% (2.1)%
FX rates: H1 25: €1.19:£1; H1 24: €1.17:£1
Highlights
ALSA continues to grow across a diverse portfolio delivering another strong
result in the first half of the year:
· ALSA achieved a new record with revenues of £687.4m, driven by
positive Long-haul performance and contributions from diverse regional
contracts
· Passenger Demand shows solid evolution: Strong demand in the nine
main Long-haul corridors drove a 9.5% passenger growth, reflecting an ongoing
positive trend in key performance indicators
· Successful Easter campaign delivering outstanding results:
€16.6m in revenue and 724k passengers for the nine main Long-Haul corridors,
representing increases of +18.7% and +15.6%, respectively, vs H1 24
· Profit margin in line with H1 2024, when accounting for one-off
settlements in regional and urban in the prior period
· Maintained strong customer satisfaction with CSI (Customer
Satisfaction Index) of 7.83 up 1% from H1 24
· Significant improvement in key safety KPIs with FWI falling by c.
57% year-on-year, driven by new Drivecam technology incorporating AI and the
launch of a new safety platform
· Strategic Contract Successes: The Madrid Consortium contract saw
high retention with an extension until end 2026. This, alongside renewed urban
transport contracts in Spain (Torrelavega, Ditra Army, Barajas Airport) and an
extension in Bahrain, positions ALSA to pursue new international opportunities
· Notable growth in the health transport segment with major
contract wins in Basque Country and Catalonia
Commentary
ALSA delivered another strong H1 with Revenue of £687.4m up 13.1% (at
constant currency) and 11.4% on a reported basis when compared to H1 24.
Adjusted Operating profit for H1 25 is €97.4m a 0.9% increase in local
currency). In reported currency adjusted operating profit fell to £82.0m, a
0.6% decrease.
Revenue growth driven by robust Business-as-Usual trading and the extended
multi-voucher schemes in H1 25 (2.6m Passengers vs 2.1m in H1 24). This was
notably driven by a significant 9.1% increase in revenue across the nine
primary Long-haul corridors, directly correlated with a 9.5% growth in
passenger numbers. Regional contracts similarly experienced a 10.8% uplift in
revenue and a 6.7% rise in passengers, while urban operations also saw revenue
increase by 16.3% and passenger volumes by 16.4%.
While growth remains strong, ALSA actively manages competition from High-Speed
Rail (HSR) liberalisation, which impacts a growing number of routes. To
compete effectively and retain customer loyalty, the quality of ALSA's service
and the overall experience delivered remains paramount. Reflecting this
strategic focus on enhancing customer experience and improving retention,
digital sales notably closed H1 25 at 72.7% up from 68.6% last year.
ALSA continues to diversify, with the revenue from its Health Transport
business more than doubling compared to the same period last year. This
includes a major emergency contract win for health transport in Basque country
and a large contract win in Catalonia in Q1 25. Growth in its Portuguese and
Middle Eastern businesses was 14% compared to H1 2024.
In Morocco, ALSA has agreed a variation to the existing contract in Rabat
which will improve profitability going forward, related to an increase in
fleet to deliver network enhancements. Contracts in Marrakesh, Tangiers and
Agadir are due for renewal in Q4 of this year and preparations for the tenders
are underway.
Looking forward, the extended Young Summer initiative (July 1st-Sept 30th for
18-30-year-olds) is anticipated to drive strong Long-haul performance.
Although the free vouchers were not extended into H2, they have been replaced
by alternatives such as the "Share Voucher" and age-based discounts. While we
expect these new offerings to have a lower sales impact compared to H1, ALSA
is committed to maximising this opportunity and any other available
opportunities.
ALSA's strategic activity continues with bids for new contracts following a
successful first half in retention. We are also making progress on key
international opportunities in Saudi Arabia and supporting the UK Bus team
with the Liverpool Bus franchising bid. Long-haul tenders are now expected in
2026/2027, with a possibility of some being tendered in 2028.
WeDriveU
WeDriveU provides Transit and Shuttle services in North America, Transit
focuses predominantly on Paratransit (the transportation of passengers with
special needs) and Urban Bus. Shuttle offers corporate employee shuttle
services to a range of sectors including Technology, Biotechnology,
Manufacturing and Universities such that we now have a stronger, diversified
portfolio of sectors and customers.
H1 25 H1 24 Change Change
m m m %
Reporting currency (£) £ £ £
Revenue 218.0 192.6 25.4 13.2%
Adjusted operating profit 2.6 13.0 (10.4) (80.0)%
Statutory operating profit/(Loss) (2.1) 9.6 (11.7) (121.9)%
Local currency ($)
Revenue 283.0 243.7 39.3 16.1%
Adjusted operating profit 3.4 16.5 (13.1) (79.4)%
Adjusted operating margin 1.2% 6.8% (5.6)%
Statutory operating profit/(Loss) (2.7) 12.1 (14.8) (122.2)%
Statutory operating margin (1.0)% 5.0% (5.9)%
FX rates: H1 25: $1.30:£1; H1 24: $1.27:£1
Highlights
WeDriveU, continues to see strong revenue growth and success on its contract
bids. Operating Profit for H1 has been suppressed by inherited operational
issues at its largest location, Washington Metro Area Transit Association, in
Washington, DC (WMATA) as well as continued driver staffing challenges with
Charleston Area Regional Transit Authority (CARTA) in Charleston, SC, with
remediation plans implemented on both contracts.
· Strong growth with H1 25 revenues up 13.2% vs H1 2024
· Strong contract momentum: Contracts won or mobilised in late 2024
and new H1 2025 launches further enhance WeDriveU's position in the US
corporate shuttle space
· Further expansion in the University Shuttle market with contract
wins at both University of Rochester and Rochester Institute of Technology
· Transit & Shuttle systems, processes, and reporting are now
unified under WeDriveU
· Streamlined business processes, systems, and technology will
drive long-term efficiency and help to identify opportunities for cost
improvements in H2 25
Commentary
WeDriveU focused on newly developed business processes in H1 25, leading the
way for future operational efficiencies and cost savings. These processes are
being paired with new business systems and technology that will enhance
scalability, improve efficiency, and streamline business analytics.
Revenue grew by 13.2% on a reported currency basis, or 16.1% in constant
currency. This growth was driven by the significant revenue generated from new
contracts secured in H2 24, including Longwood, University at Buffalo, and
WMATA and consistent service growth from existing clients in H1 25.
Additionally, new contracts with Netflix, Amazon, and CharterUp in Los Angeles
during H1 25 also began to contribute substantial annual revenue.
As the business grows, WeDriveU is committed to improving safety and
operations. This commitment yielded significant results in H1 25. Missed Trips
reduced by 72% year-over-year, speeding incidents fell by nearly 20%, and
Preventable Accident Frequency improved by 7%. Our commitment to efficiency
and safety is a key factor that attracts new business.
Adjusted Operating profit of £2.6m is a reduction of 80.0% compared to the
same period last year. This reduction is primarily the result of operational
challenges at both WMATA and CARTA. Due to actions undertaken to improve
driver staffing we are close to hitting full establishment across the
business. A renewed focus on driver training programs and onboarding is being
introduced to close the remaining gap.
While we anticipate ongoing market pressures as public and private agencies
focus on cost savings in the current political and economic climate, WeDriveU
maintains a strong pipeline of contracts and is actively pursuing new growth
opportunities. Concurrently, we continue to review existing contracts to
ensure long-term profitability and sustainable growth.
UK & Germany
Overall revenue declined by £9.4m for the division, due to reductions in
revenue in UK Coach. German Rail continues to perform in line with our revised
forecasts for the business. Whilst the overall division continued to report an
overall Adjusted Operating Loss of £9.1m, this was an improvement on the
£11.9m Adjusted Operating Loss in the first six months of 2024 - a result of
actions taken in NXTS & NEAT and the improved settlement between UK Bus
and Transport for West Midlands.
UK
UK Bus is the market leader in the West Midlands bus sector, the largest UK
urban bus market outside London. Our Coach business is the largest provider of
scheduled coach services with a UK-wide network. In the UK, ALSA will now take
control of UK Coach operations to create a pan-European coach powerhouse, as
well as collaborating on UK Bus franchise bids across the UK
H1 25 H1 24 Change Change
m m m %
Reported / Local currency (£) £ £ £
Revenue 297.3 307.3 (10.0) (3.3)
Adjusted operating (loss) (9.6) (12.6) 3.0 23.8
Adjusted operating margin (3.2)% (4.1)% 0.9%
Statutory operating (loss) (11.8) (15.5) 3.7 23.9
Statutory operating margin (4.0)% (5.0)% 1.1%
UK Bus
Highlights
· UK Bus revenue increased by 2%, driven by price changes in 2024
and the removal of the £2 fare cap in January 2025, being partially offset by
lower demand
· Revenue growth was supported by concession passenger growth of
2.9%
· To optimise operations, a 2% network reduction commenced in May,
with 1% already delivered
· Safety performance continued to be industry leading
· Following the Mayor's franchising decision and subsequent
announcement, UK Bus has continued preparations to optimise our shift to
franchising in the region, seeking to leverage our strong operational
experience and track record in the area
· Growing EV fleet with 349 vehicles in H1 25 compared to 218 at H1
24 exit
Revenue growth of 2% Year-on-year due to price increases and strong concession
passenger growth. Overall growth has been partially offset by commercial
passenger numbers decreasing by 2.3%, a result of the removal of £2 fare cap
in January 2025.
Reported operating profit increased by £2.5m year-on-year, this was supported
by TfWM funding increases.
Initiatives are on-going to improve profitability including an agreed price
change of 8.6% effective 16th June-25 and the completion of the 2% network
reduction initiative.
Looking forward, the focus remains on preparing for franchising and delivering
a bid for Liverpool franchises with ALSA.
UK Coach
Highlights
· Reported revenue was down 7.2% year-on-year
· Excluding the impact of rail disruption in 2024, NEL (the main
white coach business) revenues remained flat year-on-year despite increased
competition
· Adjusted Operating margin improved by 0.6%, resulting in
operating profit £1.5m higher year-on-year
· Underlying performance improved by £3.3m (28.3%) year on year
after adjusting for rail disruption, as network adjustments have improved
utilisation rates and improved margins
The competitive landscape in the UK coach sector has undergone significant
change, marked by increasing competitive intensity. Additionally, modal
competition is increasing from other sectors including rail as it recovers
from industrial action and staff shortage issues.
Revenue declined by £12.6m on a reported basis, primarily due to a reduction
of £12.5m in ongoing revenue following the restructuring of loss making NXTS
& NEAT businesses. Despite the increased competition, revenue in NEL
remained flat after accounting for £2.5m of H1 24 rail disruption benefit.
Passenger volumes fell by 2.9% (4.6% before accounting for rail strikes). This
volume reduction was, in part, offset by yield improvements of 2.6%. Revenue
grew strongly in Ireland, increasing by £2.7m, a rise of 40.1% from the prior
year.
Overall, UK Coach operating margin improved by 0.6% as a result of managing
the network to optimise utilisation, actions which included the introduction
of seasonal timetables. This resulted in operating profit being £1.5m (14.7%)
higher year-on-year on a reported basis, and £3.3m higher after adjusting for
rail disruption. The remainder of the reduction in loss for the Coach business
was driven by the restructuring and exit of contracts across NXTS.
The business continues to invest in a number of key areas: in enhancements to
its Web & App customer interface to drive an improved customer offer; in
dynamic pricing to ensure optimisation of pricing across the network, in our
Coach stations to enhance customer experience, and targeted marketing
investment to address strengthening competition in the market.
By January 2026, control of UK Coach operations will be integrated within
ALSA. It is expected that this transfer will lead to operational synergies
through sharing of best-practice, and further cost efficiencies. ALSA will
also continue to assist UK Bus with bidding for bus franchises across the UK.
Germany
In Germany, National Express is the second-largest rail operator in North
Rhine-Westphalia and one of the top five operators in Germany.
H1 25 H1 24(1) Change Change
m m m %
Reporting currency (£) £ £ £
Revenue 120.8 120.2 0.6 0.5%
Adjusted operating Profit 0.5 0.7 (0.2) (28.6)%
Statutory operating (Loss)(1) (0.1) (36.3) 36.2 99.7%
Local currency (€)
Revenue 143.4 140.7 2.7 1.9%
Adjusted operating profit 0.6 0.8 (0.2) (23.7)%
Adjusted operating margin 0.4% 0.6% (0.2)%
Statutory operating (loss)(1) 0.0 (42.5) 42.5 100.0%
Statutory operating margin(1) 0.0% (30.2)% 30.2%
FX rates: H1 25: €1.19:£1; H1 24: €1.17:£1
(1)Restated for correction to the German Rail onerous contract provision
Highlights
Germany performed in line with expectations, delivering H1 turnover of
£120.8m, up 0.5% (on a reported currency basis) and 1.9% in local currency
when compared to H1 24. As stated at FY 24, the RRX 1 and RRX 2/3 contracts
are both onerous contracts with in-year losses being offset by a £26.5m
utilisation of the onerous contract provision and therefore have no impact on
Operating Profit. Adjusted Operating profit for RME was £0.5m, a £0.2m
decrease in reported currency compared to restated H1 24.
· Continued efforts on driver training and recruitment are now
starting to show benefits with increasing employed driver levels and
associated benefits in service reliability
· Challenges across the rail network continue to persist due to
increasing levels of construction and engineering works disrupting the network
and operations, negatively impacting on contract performance
· Contract discussions with the PTAs are ongoing with discussions
with the relevant authorities progressing constructively with the aim of
reaching an agreement over the coming months
· The increase in statutory profit of £36.2m is primarily driven
by the restatement of the Onerous Contract Provision in H1 24
Commentary
Revenue growth of 0.5% in reported currency and 1.9% in local currency Year on
year due to increased subsidy income, offset by a small increase in penalties
incurred due to cancellations and performance deductions.
Overall passenger volumes increased slightly due to the €58 German
Government monthly travel initiative. However, this increase does not have
an impact on RME contract revenue, where revenue is part of an agreed (fixed)
compensation mechanism under the Deutschland ticket mechanism.
Following a sustained period, we are beginning to see improvements in the
industry-wide labour market shortage. This is as a result of the continued
efforts of NX and other operators to invest in training new drivers and a
softening of demand in the market. Our investment in driver training is paying
off with an increase of 22 drivers since 31st December 2024. Demand for
drivers has also decreased due to reduced timetables. As a result, services
have been more reliable, incurring lower penalties than they would have had no
action been taken.
However, despite the improvement in driver numbers, performance under the
contracts continues to suffer due to the on-going issues arising from the poor
and deteriorating rail infrastructure in the region. The level of
infrastructure works, and disruption continues to impact on the operation and
results in higher penalties under the contract. The number of construction
works has increased significantly (389 in HY25 v 246 in HY24), challenging
network performance.
There are lower cost-volatility and inflation impacts across the contract, but
uncertainty remains around energy costs given the current international
environment. Initiatives are on-going to improve network performance.
Looking forward we expect a continued high level of construction works in our
network, making train scheduling and driver workforce planning a demanding
challenge for our operations. Driver recruitment and significantly increased
training course capacity, 121% year on year, will help narrow the driver gap,
with the full positive impact expected to unfold in 2026.
Contract discussions with the PTAs are ongoing with discussions with the
relevant authorities progressing constructively with the aim of reaching an
agreement over the coming months.
NA School Bus Summary (Discontinued Operations)
Completion of Sale and Impairment
On 25 April 2025 we announced the agreement to sell the North America School
Bus business ("School Bus") to I Squared Capital for an enterprise value of up
to $608m (c.£457m) (the "Transaction").
On 8 July 2025 the US Surface Transportation Board ("STB") approved and
authorized the Transaction. The STB approval was the last condition to closing
so on 14 July 2025 the Transaction closed.
Net upfront proceeds received on closing were $364m (£273m) and will be used
to reduce the Group's debt (including various leasing obligations). In
addition, there is a $70m earn out arrangement contingent on School Bus
achieving certain revenue, EBITDA and free cash flow related targets.
Adjusting items for the period included a £238.0m non-cash impairment charge
to impair the School Bus net assets to the lower of carrying value and fair
value less costs to sell, now that it is newly classified as held for sale at
the balance sheet date. The final loss on disposal will also reflect the
reclassification of the relevant foreign exchange and net investment hedge
reserves to the Income Statement, a likely non-cash gain in the order of
£100m; which will partially reduce the loss on disposal.
NA School performance in the first six months of the year
H1 25 H1 24 Change Change
m m m %
Reporting currency (£) £ £ £
Revenue 441.5 416.7 24.8 6.0%
Adjusted operating Profit 28.3 8.4 19.9 236.9%
Statutory operating Profit(1) 22.3 2.5 19.8 792.0%
Local currency ($)
Revenue 573.1 528.9 44.2 8.4%
Adjusted operating profit 36.7 10.6 26.1 246.2%
Adjusted operating margin 6.4% 2.0% 4.4%
Statutory operating profit(1) 29.0 3.2 25.8
Statutory operating margin(1) 6.6% 0.8% 5.8%
FX rates: H1 25: $1.30:£1; H1 24: $1.27:£1
(1)Excludes the impact of the £238.0m impairment loss on remeasurement to
fair value less cost to sell in H1 25 which sits below operating profit.
Highlights
● Revenue increased 8.4% year over year in local currency
● Adjusted operating profit increased by £19.9m over the same period,
reflecting a £15.6m reduction in depreciation as a result of assets being
classified as held for sale from the end of April 2025
● Route count increased c.3% throughout the School Year
Commentary
The £28.3m profit in NA School Bus reflects a £15.6m reduction in
depreciation as a result of assets being classified as held for sale from the
end of April 2025.
Excluding the accounting impact of being an asset held for sale, School Bus
performance reflects volume and rate improvements agreed during 2024.
Group Chief Financial Officer's review
The Group has benefitted from continuing positive passenger demand across most
of the business, with revenue performance up 7.0% year on year. Adjusted
Operating Profit performance reduced by £8.7m year on year, largely a result
of reduced profitability in WeDriveU because of operational issues on two
contracts but also included a £2.3m FX headwind.
Net debt and covenant gearing have increased since the year-end, as a result
of the £90.0m net funds outflow related to working capital. However, this is
before the benefit of the School Bus disposal proceeds and covenant
deleveraging being realised, which will materially improve the Group's net
debt and covenant gearing position at 31 December 2025.
Adjusting items for the period included a £238.0m impairment charge to impair
the School Bus net assets to fair value less costs to sell, now that it is
newly classified as held for sale at the balance sheet date.
The Group remains on track to deliver FY25 Adjusted Operating Profit in the
range £180m to £195m (which excludes any contribution from School Bus for
the period of the Group's ownership in FY25).
Group Performance
Six months to 30 June
Adjusted result(1) Adjusting items Statutory total Adjusted result(1&2) Adjusting items(2) Statutory total(2)
2025 2025 2025 2024 2024 2024
£m
£m
£m £m £m £m
Continuing operations
Revenue 1,323.5 - 1,323.5 1,237.2 - 1,237.2
Operating costs (1,263.6) (24.8) (1,288.4) (1,168.6) (56.3) (1,224.9)
Group operating profit/(loss) 59.9 (24.8) 35.1 68.6 (56.3) 12.3
Net finance costs (40.1) (2.1) (42.2) (39.8) (1.8) (41.6)
Profit/(loss) before tax 19.8 (26.9) (7.1) 28.8 (58.1) (29.3)
Tax (charge)/credit (16.0) 0.7 (15.3) (10.9) 5.4 (5.5)
Profit/(loss) for the period from continuing operations 3.8 (26.2) (22.4) 17.9 (52.7) (34.8)
Profit/(loss) for the period from discontinued operations 16.6 (248.9) (232.3) 1.5 (4.3) (2.8)
Profit/(loss) for the period 20.4 (275.1) (254.7) 19.4 (57.0) (37.6)
1: To supplement IFRS reporting, we also present our results on an adjusted
basis which shows the performance of the business before adjusting items,
principally comprising amortisation of intangibles for acquired businesses,
remeasurement of onerous contract provisions and restructuring costs.
Treatment as an adjusting item provides users of the accounts with additional
useful information to assess the year-on-year trading performance of the
Group. Further explanation in relation to these measures, together with
cross-references to reconciliations to statutory equivalents where relevant,
can be found in the Alternative Performance Measures section below.
2: Restated for a correction to the German Rail onerous contract provision and
to represent prior periods for discontinued operations, see notes 1 & 8 in
the Financial Statements for further information.
Group Revenue increased by £86.3m (7.0%) year-on-year to £1,323.5m (H1 2024:
£1,237.2m). Overall, passenger growth was strong, particularly in ALSA, and
WDU, driven by new contracts in corporate, university shuttle and paratransit
operations.
Group profitability has decreased with Adjusted Operating Profit down £8.7m
(12.7%) from £68.6m to £59.9m, with a £10.4m reduction in WeDriveU
profitability year on year being the key driver, together with a £2.3m FX
headwind. This more than offset the £3.0m reduction in operating losses in
the UK (£9.6m for the period compared to £12.6m in H1 2024).
After £24.8m (H1 2024 restated: £56.3m) of adjusting items, statutory
operating profit increased to £35.1m (H1 2024 restated: £12.3m).
Adjusted net finance costs increased slightly by £0.3m to £40.1m (H1 2024:
£39.8m).
The Group recorded an Adjusted Profit Before Tax of £19.8m (H1 2024 restated:
£28.8m).
The adjusted effective tax rate of 80.8% (H1 2024 restated: 37.8%), reflects
the combination of seasonality and business performance across the group's
portfolio, restricted deductibility of finance costs and derecognised deferred
tax assets. This adjusted effective rate resulted in an adjusted tax charge of
£16.0m (H1 2024 restated: £10.9m charge). The statutory tax charge was
£15.3m (H1 2024 restated: £5.5m), with an adjusting tax credit of £0.7m (H1
2024 restated: £5.4m credit) consisting of a £2.2m tax credit (H1 2024
restated: £2.8m credit) on adjusting intangible amortisation, a £0.3m tax
credit (H1 2024 restated: £2.6m credit) on tax deductible operating costs,
and an additional £1.8m tax charge (H1 2024 restated: £nil) in relation to
the derecognition of deferred tax assets.
The School Bus business is shown as a discontinued operation with prior
periods represented for comparative purposes. The loss after adjusting items
was (£232.3m) largely as a result of an impairment charge of £238.0m to
impair the net assets of the School Bus to fair value less costs to sell. The
sale of School Bus was completed on 14(th) July 2025, after the end of the
reporting period. The final loss on disposal for FY25 is subject to
confirmation following the customary post-close completion accounts mechanism
which is still ongoing, as well as future USD:GBP exchange rate movements
which will change the Sterling amounts recorded in the Group Consolidated
Financial Statements.
The final loss on disposal will also reflect the reclassification of the
relevant foreign exchange and net investment hedge reserves to the Income
Statement. This reclassification is currently projected to comprise an Income
Statement gain in the order of £100m which will partially reduce the loss on
disposal.
The statutory loss for the period for the Group was £254.7m (H1 2024
restated: £37.6m loss).
Adjusting items
Adjusting items in the period were £275.1m (H1 2024 restated: £57.0m), of
which £26.2m related to continuing operations (H1 2024 restated: £52.7m) and
£248.9m related to discontinued operations (H1 2024 restated: £4.3m). Cash
outflows in the period related to adjusting items were £44.1m (H1 2024
restated: £44.5m).
Adjusting items Income statement Income statement Cash Cash
Six months to 30 June 2025 Six months to 30 June 2024(1) Six months to 30 June 2025 Six months to 30 June 2024(1)
£m
£m
£m
£m
Adjusting items from continuing operations:
Intangible amortisation / impairment for acquired businesses (13.8) (10.7) - -
Re-measurements of onerous contracts and impairments resulting from the - 3.9 - (0.9)
Covid-19 pandemic
Re-measurement of the Rhine-Ruhr onerous contract provision - (36.5) (26.5) (18.7)
Final re-measurement of the Rabat put liability 1.0 - - -
Re-measurement of onerous contract provision charges and impairments in - 0.7 - (1.0)
respect of North America driver shortages
Repayment of UK Coronavirus Job Retention Scheme grant ('Furlough') - - - (8.9)
Restructuring and other costs (12.0) (13.7) (15.1) (12.6)
Adjusting operating items from continuing operations (24.8) (56.3) (41.6) (42.1)
Finance costs:
Unwinding of discount of the Rhine-Ruhr onerous contract provision (2.1) (1.8) - -
Total adjusting operating from continuing operations before tax (26.9) (58.1) (41.6) (42.1)
Tax credit on adjusting items 0.7 5.4 - -
Total adjusting operating items after tax from continuing operations (26.2) (52.7) (41.6) (42.1)
Adjusting items from discontinued operations:
Intangible amortisation / impairment for acquired businesses (3.0) (3.5) - -
Impairment loss on remeasurement of School Bus disposal group to fair value (238.0) - - -
less costs to sell
Restructuring and other costs (3.0) (2.4) (2.5) (2.4)
Adjusting operating items before tax from discontinued operations (244.0) (5.9) (2.5) (2.4)
Tax (charge)/credit on adjusting items (4.9) 1.6 - -
Total adjusting operating items after tax from discontinued operations (248.9) (4.3) (2.5) (2.4)
( )
( )
( )
(1) Restated for correction to the German Rail onerous contract provision, see
note 1 in the Financial Statements for further information.
An impairment charge of £238.0m was recognised on remeasurement of the School
Bus disposal group to fair value less costs to sell, upon the business being
classified as held for sale as at the 30 June 2025.
Amortisation on intangibles within acquired businesses increased by £2.6m in
the period.
No movements relating to re-measurement of onerous contract provisions were
booked in the period (H1 2024 restated: £31.9m charge). £26.5m of the
onerous contract provision was released in H1 2025.
The final re-measurement of the Rabat put liability amounted to a £1.0m
credit (H1 2024: £nil).
Restructuring and other costs of £15.0m (H1 2024: £16.1m) includes the
impact of Group wide strategic initiatives and restructuring including costs
relating to the disposal of the School Bus business.
Segmental performance
Adjusted Operating Profit Six months to 30 June 2025 Six months to 30 June 2024(1) Six months to 30 June 2025 Six months to 30 June 2024(1)
Local currency m
Local currency m
£m
£m
ALSA 97.4 96.5 82.0 82.5
WeDriveU 3.4 16.5 2.6 13.0
UK (9.6) (12.6)
German Rail 0.6 0.8 0.5 0.7
Central functions (15.6) (15.0)
Group adjusted operating profit from continuing operations 59.9 68.6
(1) Restated for correction to the German Rail onerous contract provision, see
note 1 in the Financial Statements for further information.
ALSA's revenue increased by 13.1% to €816.3m on a constant currency basis as
a result of strong passenger demand in ALSA's domestic market (including long
haul, urban and regional operations). ALSA delivered adjusted operating profit
of €97.4m, with an Adjusted Operating Profit increase of 0.9% on a constant
currency basis. The reported result in sterling reduced by £0.5m year on year
due to unfavourable exchange rate movements.
WeDriveU Adjusted Operating Profit reduced by $13.1m to $3.4m, a result of
operational challenges on the Washington Metro Area Transit Association
contract, in Washington, DC (WMATA) and the Charleston Area Regional Transit
Authority (CARTA) contract in Charleston, SC.
In the UK, Adjusted Operating Loss reduced by £3.0m to (£9.6m). Despite an
increase in competitive intensity, UK Coach profitability improved due to
management actions to optimise the utilisation of the network and to exit loss
making contracts. In UK Bus, steps continue to return the business to
sustainable profitability whilst preparations for franchising continue.
German Rail Adjusted Operating Profit of €0.6m, is broadly flat year on year
and represents purely the result from the RME contract alone. The RRX 1 and
RRX 2/3 contracts are deemed to be onerous with in-year losses being offset by
a £26.5m utilisation of an onerous contract provision.
Central Functions costs have increased £0.6m, principally due to wage
inflation and investment in supporting critical group functions.
Adjusting items relating to each of these segments are described in detail in
the previous section.
Treasury & cash management
Funds flow Six months to 30 June 2025 Six months to 30 June 2024**
£m £m
Adjusted Operating Profit from continuing operations 59.9 68.6
Adjusted Operating Profit from discontinued operations 28.3 8.4
Depreciation and other non-cash items 97.6 112.6
EBITDA 185.8 189.6
Net maintenance capital expenditure* (85.4) (89.7)
Working capital movement (9.0) 23.9
Pension contributions above normal charge (3.8) (3.8)
Operating cash flow 87.6 120.0
Net interest paid (21.0) (23.7)
Tax paid (8.8) -
Free cash flow 57.8 96.3
Growth capital expenditure* (61.7) (28.1)
Acquisitions (net of cash acquired/disposed) (14.9) (41.6)
Adjusting items (44.1) (44.5)
Payment on hybrid instrument (21.3) (21.3)
Other, including foreign exchange (5.8) 4.5
Net funds flow (90.0) (34.7)
Net Debt (1,292.5) (1,236.4)
* Net maintenance capital expenditure and growth capital expenditure are
defined in the glossary of Alternative Performance Measures
** Restated for correction to the German Rail onerous contract provision, see
note 1 in the Financial Statements for further information.
The Group generated EBITDA of £185.8m in the period (H1 2024 restated:
£189.6m); with the year-on-year reduction in line with the reduction in
Adjusted Operating Profit from continuing operations explained above.
£85.4m of maintenance capital expenditure is broadly consistent year on year
and mainly relates to fleet capex within North America School Bus and ALSA.
Working capital net outflow of £9.0m in the period largely reflecting the
timing of cash collections in ALSA. This working capital movement also drove a
reduction in free cash inflow in the period to £57.8m (H1 2024 restated:
£96.3m).
Growth capital expenditure of £61.7m has increased by £33.6m (H1 2024:
£28.1 outflow). This increase is a result of contract wins in prior and
current periods, in particular in North America School Bus.
Acquisitions cash outflow of £14.9m (H1 2024: £41.6m) relate primarily to
the planned deferred consideration payment relating to the CanaryBus
acquisition in ALSA which completed last year.
A cash outflow of £44.1m was recorded in respect of the items excluded from
adjusted results as explained above. £21.3m of coupon payments on the hybrid
instrument were made in the period, in line with prior periods. Other outflows
of £5.8m principally reflect the movement in exchange rates and settlement of
foreign exchange derivatives, partly offset by an inflow on sale of the
Group's investment in Transit Technologies Holdco which was sold in the
period.
Net funds outflow for the period of £90.0m (H1 2024: £34.7m outflow)
resulted in adjusted net debt of £1,292.5m (H1 2024: £1,236.4m).
Please see the Supporting Reconciliations section below for a reconciliation
to the Statutory Cash Flow Statement.
The Group has two key bank covenant tests; a <3.5x test for gearing and a
>3.5x test for interest cover. At 30 June 2025, covenant gearing was 3.0x
(31 December 2024: 2.8x) and interest cover was 4.6x (31 December 2024: 4.6x).
The calculations are based on covenant net debt as at 30 June 2025 and
therefore do not yet reflect the benefit of the School Bus disposal of which
proceeds and net debt reduction will be realised in H2; as such, an
improvement in covenant gearing is anticipated by the end of the year.
At 30 June 2025, the Group had utilised £1.2 billion of debt capital and
committed facilities, with an average maturity of 5.0 years.
At 30 June 2025, the Group's RCFs were undrawn and the Group had available a
total of £0.7 billion in cash and undrawn committed facilities excluding cash
held by the School Bus business. The table below sets out the composition of
these facilities.
Funding facilities Facility Utilised at 30 June 2025 Headroom at 30 June 2025 Maturity year
£m £m
£m
Core RCFs* 600 - 600 2028-2029*
2028 bond 250 250 - 2028
2031 bond 429 429 - 2031
Private placement 399 399 - 2027-2032
Divisional bank loans** 43 43 - various
Leases** 167 167 - various
Funding facilities excluding cash 1,888 1,288 600
Net cash and cash equivalents** (99) 99
Total 1,189 699
* £571m of the facility matures in 2029 with £29m maturing in 2028
** Excludes amounts classified in the Group Balance Sheet as assets held for
sale, which relate to the School Bus business
To ensure sufficient liquidity, the Board requires the Group to maintain a
minimum of £300 million in cash and undrawn committed facilities at all
times. This does not include factoring facilities which allow the
without-recourse sale of receivables. These arrangements provide the
Group with more economic alternatives to early payment discounts for the
management of working capital, and as such are not included in (or required
for) liquidity forecasts.
At 30 June 2025, the Group had foreign currency debt and swaps held as net
investment hedges. These help mitigate volatility in the foreign currency
translation of our overseas net assets. The Group also hedges its exposure to
interest rate movements to maintain an appropriate balance between fixed and
floating interest rates on borrowings. At 30 June 2025, the proportion of
Group debt at floating rates was 27% (31 December 2024: 21%).
The Group hedges its exposure to fuel prices in order to provide a level of
certainty as to its cost in the short term and to reduce the year-on-year
impact of price fluctuations over the medium term. Fuel cost represents
approximately 9% of revenue (HY 2024: 8%). At 30 June 2025 the Group is fully
hedged for 2025 at an average price of 52.1p per litre; around 65% hedged for
2026 at an average price of 46.6p per litre; and around 26% hedged for 2027 at
an average price of 44.4p per litre. This compares to an average hedged price
in 2023 and 2024 of 48.5p per litre and 51.6p per litre respectively.
Return on capital employed
The return on capital employed at the end of the period was 11.6% (31 December
2024: 10.2%; 30 June 2024 restated: 8.1%).
Dividend
An interim dividend has not been proposed for the current period (2024
interim: £nil).
Pensions
The Group's principal defined benefit pension scheme is in the UK. The
combined deficit under IAS 19 on 30 June 2025 was £7.6m (31 December 2024:
£11.5m), with the IAS 19 deficit for the Group main's scheme, West Midlands
Bus being £7.7m (31 December 2024: £11.3m).
Going concern
The Financial Statements have been prepared on a going concern basis as the
Directors are satisfied that the Group has adequate resources to continue in
operational existence for a period of not less than 12 months from the date of
approval of the financial statements. Details of the Board's assessment of the
Group's 'base case', 'reasonable worse case', and 'reverse stress tests' are
detailed in note 1 of the Financial Statements.
Risks and uncertainties
In the 2024 Annual Report and Accounts the Board sets out what it considers to
be the principal risks and uncertainties. Having subsequently reviewed these
again the Board considers them to remain relevant. The principal risks are
summarised below:
· Unprecedented external factors
· Adverse economic conditions affecting our speed of recovery
· Adverse political and policy environment affecting funding
· Regulatory landscape and ability to comply
· Climate changes (physical)
· Climate changes (transitional)
· Implications of new technology in our business model (ZEV
transformation)
· Competition and market dynamics in a digital world
· Shortages of drivers and frontline employees
· Industrial action
· Cyber attack
· Safety incidents, litigation and claims
· Credit/financing
· Attraction and retention of talent and succession planning
For a full summary of the Principal Risks and Uncertainties facing the Group,
please refer to the 2024 Annual Report and Accounts pages 44 to 51 at
https://www.mobicogroup.com/media/izrhscsr/mobico-group-plc-annual-report-and-accounts-2024.pdf.
Brian Egan
Group Chief Financial Officer
8 September 2025
Alternative performance measures
In the reporting of financial information, the Group has adopted various
Alternative Performance Measures ("APMs"). APMs should be considered in
addition to IFRS measurements. The Directors believe that these APMs assist in
providing useful information on the Adjusted performance of the Group, enhance
the comparability of information between reporting periods, and are used
internally by the Directors to measure the Group's performance. The key APMs
that the Group focuses on are as follows:
Measure Closest IFRS measure Definition and reconciliation Purpose
Adjusted EBITDA Operating profit(1) Adjusted Earnings Before Interest and Tax plus Depreciation and Amortisation. Adjusted EBITDA is used as a key measure to understand profit and cash
It is calculated by taking Adjusted Operating Profit and adding back generation before the impact of investments (such as capital expenditure and
depreciation, fixed asset grant amortisation, and share-based payments. working capital). It is also used to derive the Group's gearing ratio.
Gearing & Covenant EBITDA No direct Gearing is defined as the ratio of Covenant net debt to Covenant EBITDA over The gearing ratio is considered a key measure of balance sheet strength and
the last 12 months. Covenant EBITDA is calculated by making the following financial stability by which the Group and interested stakeholders assess its
equivalent amendments to Adjusted EBITDA (which is defined above): including any financial position.
pre-acquisition Adjusted EBITDA generated in that 12-month period by
businesses acquired by the Group during that period; the reversal of IFRS 16 Covenant EBITDA is used for the purpose of calculating he Group's two key bank
accounting; the exclusion of the profit or loss from associates; the exclusion covenant tests: being gearing and interest cover.
of the profit or loss attributable to minority interest; and the add back of
interest costs arising from the unwind of the discount on provisions.
Free cash flow Net cash generated from operating activities The cash flow equivalent of Adjusted Profit After Tax. Free cash flow allows us and external parties to evaluate the cash generated
by the Group's operations and is also a key performance measure for the
A reconciliation of Adjusted Operating Profit and net cash flow from operating Executive Directors' annual bonus structure and management remuneration.
activities to free cash flow is set out in the supporting tables below.
Net maintenance No direct Comprises the purchase of property, plant and equipment and intangible assets, Net maintenance capital expenditure is a measure by which the Group and
capital expenditure
other than growth capital expenditure, less proceeds from their disposal. It interested stakeholders assesses the level of investment in new/existing
equivalent excludes capital expenditure arising from discontinued operations. It includes capital assets to maintain the Group's profit.
the capitalisation of leases initiated in the year in respect of existing
business.
A reconciliation of capital expenditure in the statutory cash flow statement
to net maintenance capital expenditure (as presented in the Group Chief
Financial Officer's Report) is set out in the supporting tables below.
Growth capital expenditure No direct Growth capital expenditure represents the cash investment in new or nascent Growth capital expenditure is a measure by which the Group and interested
parts of the business, including new contracts and concessions, which drive stakeholders assesses the level of capital investment in new capital assets to
equivalent enhanced profit growth. It includes the capitalisation of leases initiated in drive profit growth.
the year in respect of new business.
Adjusted net debt Borrowings less cash and related hedges Cash and cash equivalents (cash overnight deposits, other short-term deposits) Net debt is the measure by which the Group and interested stakeholders assess
and other debt receivables, offset by borrowings (loan notes, bank loans and its level of overall indebtedness.
finance lease obligations) and other debt payable (excluding accrued
interest).
The components of adjusted net debt as they reconcile to the primary financial
statements and notes to the accounts is disclosed in note 16.
Covenant net debt Borrowings less cash and related hedges Adjusted net debt adjusted for certain items agreed with the Group's lenders Covenant net debt is the measure that is applicable in the covenant gearing
as being excluded for the purposes of calculating Net Debt for covenant test.
assessment. The adjustments principally comprise the exclusion of IFRS 16
liabilities, the exclusion of amounts owing under arrangements to factor
advance subsidy payments, the add back of trapped cash, and an adjustment to
retranslate any borrowing denominated in foreign currency to the average
foreign currency exchange rates over the preceding 12 months.
Adjusted earnings Profit after tax Adjusted earnings is Profit attributable to equity shareholders for the Adjusted earnings is a key measure used in the calculation of Adjusted
period, excluding Adjusting items (as described below) and can be found on the earnings per share.
face of the Group Income Statement in the first column.
Adjusted earnings Basic earnings per share Is Adjusted earnings divided by the weighted average number of shares in Adjusted earnings per share is widely used by external stakeholders,
per share issue, excluding those held in the Employee Benefit Trust which are treated as particularly in the investment community.
cancelled.
Adjusted Operating Profit Operating profit(1) Statutory operating profit excluding Adjusting items (as described below), and Adjusted Operating Profit is a key performance measure for the Executive
can be found on the face of the Group Income Statement in the first column. Directors' annual bonus structure and management remuneration. It also allows
for ongoing trends and performance of the Group to be measured by the
Directors, management and interested stakeholders.
Adjusting Items No direct equivalent Adjusting items are items that are considered significant in nature and value, Treatment as an Adjusting item provides users of the accounts with additional
not in the normal course of business, or are consistent with items that were useful information to assess the year-on-year trading performance of the
treated as Adjusting items in prior periods. Group.
Adjusted Operating Margin Operating profit(1) divided by revenue Adjusted Operating Profit/(Loss) divided by revenue Adjusted Operating Margin is a measure used to assess and compare
profitability. It also allows for ongoing trends and performance of the Group
to be measured by the Directors, management and interested stakeholders.
Adjusted Profit Before Tax Profit before tax Statutory profit before tax excluding Adjusting Items can be found on the face Adjusted Profit before tax allows a view of the profit before tax after taking
of the Group Income Statement in the first column. account of the Adjusting items.
Return on capital employed (ROCE) Operating profit(1) and net assets Adjusted Operating Profit divided by average capital employed. Capital ROCE gives an indication of the Group's capital efficiency and is a key
employed is net assets excluding Net Debt and derivative financial performance measure for the Executive Directors' remuneration.
instruments, and for the purposes of this calculation is translated using
average exchange rates.
The calculation of ROCE is set out in the reconciliation tables below.
(1 ) Operating profit is presented on the Group income statement. It is not
defined per IFRS, however is a generally accepted profit measure.
( )
( )
Supporting reconciliations
Reconciliation of net cash flow from operating activities to free cash flow Six months to 30 June 2025 Six months to 30 June 2024
£m £m
Net cash flow from operating activities 98.9 140.6
Cash expenditure in respect of adjusting items 44.1 44.5
Net maintenance capital expenditure (85.4) (89.7)
Other non-cash movements (1.3) (0.8)
Profit on disposal of fixed assets 1.5 1.7
Free cash flow 57.8 96.3
Reconciliation of capital expenditure in statutory cash flow to funds flow Six months Six months
to 30 June 2025 to 30 June 2024
£m £m
Purchase of property, plant and equipment (110.5) (97.7)
Proceeds from disposal of property, plant and equipment 2.6 6.8
Payments to acquire intangible assets (3.4) (3.3)
Proceeds from disposal of intangible assets 0.5 0.7
Net capital expenditure in statutory cash flow statement (110.8) (93.5)
Profit on disposal of fixed assets (1.5) (1.7)
Capitalisation of leases initiated in the year, less disposals (34.8) (22.6)
Net capital expenditure in the funds flow (presented in the Group Chief (147.1) (117.8)
Financial Officer's Report)
Split as:
Net maintenance capital expenditure (85.4) (89.7)
Growth capital expenditure (61.7) (28.1)
Reconciliation of ROCE 12 months (Restated)
to 30 June 2025 12 months
£m
to 30 June 2024(1)
£m
Group statutory operating profit/(loss) (715.3) (19.2)
Add back: adjusting items 914.2 207.3
Return - Adjusted Group Operating Profit 198.9 188.1
Average net assets 466.4 1,113.5
Average net debt 1,264.4 1,202.6
Average derivatives, excluding amounts within net debt 11.6 11.0
Foreign exchange adjustment (25.1) (3.8)
Average capital employed 1,717.3 2,323.3
Return on capital employed 11.6% 8.1%
(1) Restated for correction to the German Rail onerous contract provision, see
note 1 in the Financial Statements for further information.
( )
Reconciliation of depreciation and other non-cash items Six months to 30 June 2025 Six months to 30 June 2024
£m
£m
Depreciation charge 85.5 101.0
Amortisation charge (excluding amortisation from intangibles from acquired 11.9 10.8
businesses)
Share-based payments 2.1 1.7
Amortisation of fixed asset grants (1.9) (0.9)
Depreciation and other non-cash items 97.6 112.6
Directors' Responsibility Statement
Directors confirm that, to the best of their knowledge:
· the condensed Financial Statements of the Company have been
prepared in accordance with IAS 34; and
· the interim management report of the Company includes:
o a fair review of important events during the first six months of the year
and their impact on the condensed Financial Statements and a description of
the principal risks and uncertainties for the remaining six months of the
year, as required by DTR 4.2.7R; and
o a fair review of related party transactions and changes therein, as
required by DTR 4.2.8R.
On behalf of the Board
Phil
White
Brian Egan
Group Executive
Chairman
Group Chief Financial Officer
8 September 2025
MOBICO GROUP PLC
CONDENSED GROUP INCOME STATEMENT
For the six months ended 30 June 2025
Unaudited six months to 30 June
Note Adjusted result Adjusting Total (Restated) (Restated) (Restated) Unaudited
2025 items 2025 Adjusted result Adjusting Total (Restated)
£m (note 5) £m 2024 items 2024(1) Year to 31
2025 £m (note 5) £m December
£m 2024(1) Total
£m 2024(1)
£m
Continuing operations
Revenue 3 1,323.5 - 1,323.5 1,237.2 - 1,237.2 2,619.8
Operating costs (1,263.6) (24.8) (1,288.4) (1,168.6) (56.3) (1,224.9) (2,589.6)
Group operating profit/(loss) 3 59.9 (24.8) 35.1 68.6 (56.3) 12.3 30.2
Share of results from associates - - - - - - (0.3)
Finance income 4 1.6 - 1.6 1.2 - 1.2 2.2
Finance costs 4 (41.7) (2.1) (43.8) (41.0) (1.8) (42.8) (82.4)
Profit/(loss) before tax 19.8 (26.9) (7.1) 28.8 (58.1) (29.3) (50.3)
Tax (charge)/credit 6 (16.0) 0.7 (15.3) (10.9) 5.4 (5.5) (106.6)
Profit/(loss) for the period from continuing operations 3.8 (26.2) (22.4) 17.9 (52.7) (34.8) (156.9)
Profit/(loss) for the period from discontinued operations 8 16.6 (248.9) (232.3) 1.5 (4.3) (2.8) (636.9)
Profit/(loss) for the period 20.4 (275.1) (254.7) 19.4 (57.0) (37.6) (793.8)
Profit/(loss) attributable to equity shareholders 17.2 (275.1) (257.9) 16.3 (57.0) (40.7) (802.8)
Profit attributable to non-controlling interests 3.2 - 3.2 3.1 - 3.1 9.0
20.4 (275.1) (254.7) 19.4 (57.0) (37.6) (793.8)
Earnings per share: 9
Earnings per share from continuing operations
- basic earnings per share (5.9)p (7.9)p (30.6)p
- diluted earnings per share (5.9)p (7.9)p (30.6)p
Earnings per share from continuing and discontinued operations
- basic earnings per share (44.0)p (8.4)p (134.8)p
- diluted earnings per share (44.0)p (8.4)p (134.8)p
( )
( )
(1) The results for the six months ended 30 June 2024 have been restated for a
correction to the German Rail onerous contract provision and to represent
prior periods for discontinued operations. The results for the year to 31
December 2024 have been restated to represent prior periods for discontinued
operations; see notes 1 & 8 respectively for further information.
MOBICO GROUP PLC
CONDENSED GROUP STATEMENT OF COMPREHENSIVE INCOME
For the six months ended 30 June 2025
(Restated)
Unaudited Unaudited Audited
six months to six months to Year to
30 June 30 June 31 December
2025 2024(1) 2024
£m £m £m
Loss for the period (254.7) (37.6) (793.8)
Items that will not be reclassified subsequently to profit or loss:
Actuarial (losses)/gains on defined benefit pension plans (0.4) 10.9 11.2
Deferred tax credit/(charge) on actuarial losses/(gains) 0.1 (2.7) (2.8)
Gains on financial assets at fair value through Other Comprehensive Income 0.3 - 9.1
- 8.2 17.5
Items that may be reclassified subsequently to profit or loss:
Exchange differences on retranslation of foreign operations (3.1) (14.9) (31.6)
Exchange differences on retranslation of non-controlling interests 1.4 (0.7) (1.5)
(Losses)/gains on net investment hedges (1.0) 13.5 21.3
(Losses)/gains on cash flow hedges (26.5) 16.3 3.8
Cost of hedging 0.1 (0.1) 0.2
Hedging losses/(gains) reclassified to Income Statement 5.6 (0.7) (1.6)
Deferred tax (charge)/credit on foreign exchange differences (5.5) 0.3 (0.5)
Deferred tax credit/(charge) on cash flow hedges 5.2 (2.7) (0.7)
(23.8) 11.0 (10.6)
Other comprehensive (expense)/income for the period (23.8) 19.2 6.9
Total comprehensive expense for the period (278.5) (18.4) (786.9)
Total comprehensive (expenditure)/income attributable to:
Equity shareholders (283.1) (20.8) (794.4)
Non-controlling interests 4.6 2.4 7.5
(278.5) (18.4) (786.9)
(1) See note 1 for further information.
MOBICO GROUP PLC
CONDENSED GROUP BALANCE SHEET
At 30 June
2025
Note Unaudited (Restated) Unaudited Audited
30 June 30 June 31 December
2025 2024(1) 2024
£m £m £m
Non-current assets
Intangible assets 984.1 1,566.6 986.2
Property, plant and equipment 12 713.2 1,205.6 1,193.6
Derivative financial instruments 13 - 1.3 0.2
Financial assets at fair value though Other Comprehensive Income 8.5 15.8 25.0
Investments accounted for using the equity method 4.0 10.0 6.5
Other non-current receivables 145.5 139.9 169.7
Finance lease receivable 16.1 8.7 14.8
Deferred tax assets 0.7 183.3 -
Defined benefit pension assets 14 0.1 0.2 0.1
Total non-current assets 1,872.2 3,131.4 2,396.1
Current assets
Inventories 18.7 35.5 34.0
Trade and other receivables 504.3 593.9 547.5
Finance lease receivable 4.5 2.4 3.2
Derivative financial instruments 13 23.3 11.3 12.6
Current tax assets 1.9 - 0.6
Cash and cash equivalents 10 197.8 244.7 244.5
Assets classified as held for sale 8 374.1 24.8 -
Total current assets 1,124.6 912.6 842.4
Total assets 2,996.8 4,044.0 3,238.5
Non-current liabilities
Borrowings (1,228.4) (1,273.0) (1,258.8)
Derivative financial instruments 13 (16.2) (13.5) (3.4)
Deferred tax liabilities (54.0) (45.9) (46.8)
Other non-current liabilities (117.9) (120.5) (116.9)
Defined benefit pension liabilities 14 (7.7) (17.1) (11.6)
Provisions (164.8) (170.5) (172.2)
Total non-current liabilities (1,589.0) (1,640.5) (1,609.7)
Current liabilities
Trade and other payables (856.6) (1,035.1) (1,029.0)
Borrowings (252.9) (229.2) (208.9)
Derivative financial instruments 13 (30.3) (25.7) (44.7)
Current tax liabilities (18.0) (12.5) (9.5)
Provisions (111.4) (95.8) (115.8)
Liabilities directly associated with assets classified as held for sale 8 (207.0) (4.2) -
Total current liabilities (1,476.2) (1,402.5) (1,407.9)
Total liabilities (3,065.2) (3,043.0) (3,017.6)
Net (liabilities)/assets (68.4) 1,001.0 220.9
Shareholders' equity
Share capital 30.7 30.7 30.7
Share premium 533.6 533.6 533.6
Own shares (4.2) (4.5) (4.3)
Hybrid reserve 502.2 502.2 513.0
Other reserves 369.1 404.5 396.7
Retained earnings (1,541.9) (497.2) (1,284.9)
Total shareholders' equity (110.5) 969.3 184.8
Non-controlling interest in equity 42.1 31.7 36.1
Total equity (68.4) 1,001.0 220.9
(1) Restated for a correction to the German Rail onerous contract provision,
see note 1 for further information.
MOBICO GROUP PLC
CONDENSED GROUP STATEMENT OF CHANGES IN EQUITY
For the six months ended 30 June 2025
Share Share Own Hybrid Other Retained Total Non- Total equity
reserve
Unaudited capital premium shares
£m Reserves(1) earnings £m controlling £m
£m £m £m £m £m interests
£m
At 1 January 2025 30.7 533.6 (4.3) 513.0 396.7 (1,284.9) 184.8 36.1 220.9
(Loss)/profit for the period - - - - - (257.9) (257.9) 3.2 (254.7)
Other comprehensive (expense)/income for the period - - - - (33.9) 8.7 (25.2) 1.4 (23.8)
Total comprehensive (expense)/income - - - - (33.9) (249.2) (283.1) 4.6 (278.5)
Own shares released to equity employee share schemes - - 0.1 - - (0.1) - - -
Share-based payments - - - - - 2.1 2.1 - 2.1
Deferred tax charge on share-based payments - - - - - (0.4) (0.4) - (0.4)
Accrued payments on hybrid instrument - - - 10.5 - (10.5) - - -
Payments on hybrid instrument - - - (21.3) - - (21.3) - (21.3)
Deferred tax credit on hybrid bond payments - - - - - 2.7 2.7 - 2.7
Purchase of subsidiary shares from non-controlling interest - - - - - (1.6) (1.6) 1.6 -
Hedging gains and losses and costs of hedging transferred to the cost of - - - - 6.3 - 6.3 - 6.3
inventory
Dividends to non-controlling interests - - - - - - - (0.2) (0.2)
At 30 June 2025 30.7 533.6 (4.2) 502.2 369.1 (1,541.9) (110.5) 42.1 (68.4)
( )
( )
(1) Other reserves includes £103.9m within the translation reserve that
relates to School Bus.
Share Share Own Hybrid (Restated) (Restated) (Restated)Total(1) Non- (Restated) Total equity(1)
reserve
Unaudited capital premium shares
£m Other Retained £m controlling £m
£m £m £m Reserves(1) Earnings(1) interests
£m £m £m
At 1 January 2024 30.7 533.6 (3.6) 513.0 397.6 (457.0) 1,014.3 30.2 1,044.5
(Loss)/profit for the period - - - - - (40.7) (40.7) 3.1 (37.6)
Other comprehensive income/(expense) for the period - - - - 11.9 8.0 19.9 (0.7) 19.2
Total comprehensive income/(expense) - - - - 11.9 (32.7) (20.8) 2.4 (18.4)
Shares purchased - - (2.0) - - - (2.0) - (2.0)
Own shares released to equity employee share schemes - - 1.1 - - (1.1) - - -
Share-based payments - - - - - 1.7 1.7 - 1.7
Deferred tax charge on share-based payments - - - - - (0.3) (0.3) - (0.3)
Accrued payments on hybrid instrument - - - 10.5 - (10.5) - - -
Payments on hybrid instrument - - - (21.3) - - (21.3) - (21.3)
Deferred tax credit on hybrid bond payments - - - - - 2.7 2.7 - 2.7
Hedging gains and losses and costs of hedging transferred to the cost of - - - - (5.0) - (5.0) - (5.0)
inventory
Dividends to non-controlling interests - - - - - - - (0.9) (0.9)
At 30 June 2024 30.7 533.6 (4.5) 502.2 404.5 (497.2) 969.3 31.7 1,001.0
( )
( )
( )( )
(1) See note 1 for further information.
Share Share Own Hybrid Other Retained Total Non- Total
reserve
Audited capital premium shares
£m Reserves Earnings £m controlling equity
£m £m £m £m £m interests £m
£m
At 1 January 2024 30.7 533.6 (3.6) 513.0 397.6 (457.0) 1,014.3 30.2 1,044.5
(Loss)/profit for the period - - - - - (802.8) (802.8) 9.0 (793.8)
Other comprehensive income/(expense) for the period - - - - - 8.4 8.4 (1.5) 6.9
Total comprehensive (expense)/income - - - - - (794.4) (794.4) 7.5 (786.9)
Shares purchased - - (2.2) - - - (2.2) - (2.2)
Own shares released to equity employee share schemes - - 1.5 - - (1.5) - - -
Share-based payments - - - - - 4.6 4.6 - 4.6
Deferred tax credit on share-based payments - - - - - 0.1 0.1 - 0.1
Accrued payments on hybrid instrument - - - 21.3 - (21.3) - - -
Payments on hybrid instrument - - - (21.3) - - (21.3) - (21.3)
Deferred tax charge on hybrid bond payments - - - - - (15.4) (15.4) - (15.4)
Hedging gains and losses and costs of hedging transferred to the cost of - - - - (0.9) - (0.9) - (0.9)
inventory
Dividends to non-controlling interests - - - - - - - (1.6) (1.6)
At 31 December 2024 30.7 533.6 (4.3) 513.0 396.7 (1,284.9) 184.8 36.1 220.9
MOBICO GROUP PLC
CONDENSED GROUP STATEMENT OF CASH FLOWS
For the six months ended 30 June 2025
Note Unaudited Audited
six months Unaudited year to
to 30 June six months 31 December
2025 to 30 June 2024
£m 2024 £m
£m
Cash generated from operations 17 127.6 163.1 355.5
Corporate income tax paid (8.8) - (15.0)
Interest paid (20.2) (23.1) (82.5)
Interest received 0.3 0.6 1.0
Net cash flow from operating activities 98.9 140.6 259.0
Cash flows from investing activities
Payments to acquire businesses, net of cash acquired 15 (0.8) (29.5) (29.2)
Deferred consideration for businesses acquired 15 (10.1) (1.3) (16.2)
Purchase of property, plant and equipment (110.5) (97.7) (195.6)
Proceeds from disposal of property, plant and equipment 2.6 6.8 47.4
Payments to acquire intangible assets (3.4) (3.3) (6.4)
Proceeds from disposal of intangible assets 0.5 0.7 3.6
Payments to settle net investment hedge derivative contracts (17.5) (4.8) (9.2)
Receipts on settlement of net investment hedge derivative contracts 22.0 0.2 8.3
Receipts relating to joint ventures and associates 0.5 1.0 7.3
Proceeds from disposal of financial asset at fair value through other 16.9 - -
comprehensive income
Net cash flow from investing activities (99.8) (127.9) (190.0)
Cash flows from financing activities
Dividends paid to holders of hybrid instrument (21.3) (21.3) (21.3)
Principal lease payments(1) (37.5) (31.1) (64.5)
Principal lease receipts(1) 3.8 1.4 3.8
Increase in borrowings 29.6 81.8 121.1
Repayment of borrowings (39.6) (86.3) (182.7)
Transaction costs relating to new borrowings -- - (0.3)
Payments to settle foreign exchange forward contracts (25.0) (11.9) (29.7)
Receipts on settlement of foreign exchange forward contracts 41.0 7.7 20.4
Purchase of own shares - (2.0) (2.2)
Acquisition of non-controlling interests (8.8) - -
Dividends paid to non-controlling interests (0.2) (0.7) (1.6)
Net cash flow from financing activities (58.0) (62.4) (157.0)
Decrease in net cash and cash equivalents (58.9) (49.7) (88.0)
Opening net cash and cash equivalents 203.1 293.7 293.7
Decrease in net cash and cash equivalents (58.9) (49.7) (88.0)
Foreign exchange (16.1) (3.9) (2.6)
Closing net cash and cash equivalents 10 128.1 240.1 203.1
(1)Prior year comparative represented to show principal lease payments and
principal lease receipts on a gross basis to be comparable with the current
year disclosures; a net payment of £29.7m was disclosed in the prior period
to 30 June 2024.
Net cash and cash equivalents in continuing operations 10 99.0 238.9 203.1
Net cash and cash equivalents classified in assets held for sale 10 29.1 1.2 -
Closing net cash and cash equivalents 10 128.1 240.1 203.1
MOBICO GROUP PLC
NOTES TO THE CONDENSED SET OF FINANCIAL STATEMENTS
For the six months ended 30 June 2025
1. General information
Basis of preparation
The condensed interim Financial Statements have been prepared in accordance
with the Disclosure and Transparency Rules of the United Kingdom's Financial
Conduct Authority and with International Accounting Standards 34 'Interim
Financial Reporting' as issued by the International Accounting Standards
Board. It should be read in conjunction with the Annual Report and Accounts
for the year ended 31 December 2024, which were prepared in accordance with
applicable law and International Financial Reporting Standards as issued by
the International Accounting Standards Board.
These condensed interim Financial Statements for the six months ended 30 June
2025 do not comprise statutory accounts within the meaning of section 434 of
the Companies Act 2006. Statutory accounts for the year ended 31 December 2024
were approved by the Board of Directors on 28 April 2025 and delivered to the
Registrar of Companies. The report of the auditors on those accounts was
unqualified, did not contain an emphasis of matter paragraph and did not
contain any statement under Section 498 of the Companies Act 2006.
Figures for the year ended 31 December 2024 have been initially extracted from
the Group's Annual Report and Accounts for the year ended 31 December 2024 but
have been restated for discontinued operations; see notes 1 and 8 for further
information. The interim results are unaudited but have been reviewed by the
Group's auditor.
Going concern
The Financial Statements have been prepared on a going concern basis. In
adopting this basis, the Directors have considered the Group's business
activities, principal risks and uncertainties, exposure to macroeconomic
conditions, financial position, liquidity and borrowing facilities.
The Group continues to maintain a strong liquidity position, with £0.7bn in
cash and undrawn committed facilities available to it as of 30 June 2025 and
total committed facilities of £2.0bn at this date. There is no expiry of
these facilities within the going concern outlook period, which considered an
18 month period to December 2026; with the first upcoming maturity being the
Private Placements totalling £229.9m which are due to mature in May and June
2027. The Group has positive relationships and regular dialogue with its
lenders. Certain of the Group's borrowings are subject to covenant tests on
gearing and interest cover on a bi-annual basis. A gearing covenant whereby
net debt must be no more than 3.5x Covenant EBITDA and an interest covenant
whereby Covenant EBITDA must be at least 3.5x interest expense apply to the
Group. Each input is subject to certain adjustments from reported to covenant
measure as defined in the facility agreements, principally for presentation on
a pre-IFRS 16 basis.
The Group is committed to delivering a reduction in net debt, accelerated by
the School Bus disposal. Despite the prevailing macroeconomic uncertainty, we
are confident in the Group's prospects as a value-for-money provider of
essential public services and therefore consider the business highly resilient
to cost-of-living pressures. At the same time the Directors remain confident
in the longer-term outlook for the Group with an ambition to selectively
pursue growth opportunities from a strong pipeline of revenue opportunities.
This growth ambition is strengthened by government policy which is highly
supportive of public transport as part of the solution to climate change.
The base case projections, which cover the period to December 2026, assume:
· a steady continuation of underlying passenger demand increases,
in line with the trends seen in FY24;
· continued growth through new contract wins in key markets;
· an improvement in adjusted operating margin in the UK following
significant cost reduction and pricing actions undertaken throughout 2023 and
2024;
· a continuation of the UK Bus funding into 2026 broadly in line
with the latest funding agreement agreed for FY25;
· the implementation of targeted cost saving initiatives;
· recognising further success in ALSA's Long Haul Business, which
has benefitted from continuation of the multivoucher scheme in H1 2025; and
· reflection of the current trading challenges currently being
experienced in the WeDriveU business; which saw performance falling behind
previous management expectations in H1 2025; with an assumed gradual recovery
of these.
The reasonable worst case ("RWC") has been formed on a consistent basis with
the assessment at 31 December 2024. In summary, the downside risks modelled
are all correlated with the Group's principal risks; which are detailed in the
CFO's review. These downsides modelled include, but are not limited to:
1. Reduced passenger demand adversely affecting revenues in those
lines of business without passenger revenue protection, fewer new contract
wins and increased competition from other operators and modes of transport;
2. A reduction in new growth opportunities assumed in plan as a result
of heightened competition;
3. Higher inflation on the cost base, both for labour and general
costs with none of this being able to be passed on to customers;
4. Lower price rises from customers than anticipated; and
5. A material delay in realising cost saving initiatives.
In addition to these wider downside themes described above, we have modelled
downsides on the impact of potential systems failures and cyber-attacks,
serious safety incidents, periods of non-service due to climate change and
adverse weather conditions.
Against this severe but plausible downside scenario, we apply cost saving
mitigations which would be within our control and which could be reasonably
enacted without material short term damage to the business. The quantum and
nature of these mitigations is broadly consistent with those assumed in prior
years' assessments and include but are not limited to:
1. Reduced discretionary spending across travel & accommodation,
advertising & marketing, training & development and legal &
professional fees which is more than achievable as demonstrated during the
Covid pandemic; and
2. The removal of any planned annual discretionary bonuses.
These downsides have been modelled for each division in turn, taking into
account the current economic situation in each market, including the relative
labour market and inflation dynamics between geographies.
The Directors have reviewed the base case and RWC projections and in both
scenarios the Group has a strong liquidity position over the next 12 months
and sufficient headroom on all of its covenant tests. In addition to the base
case and RWC scenarios, the Directors have reviewed reverse stress tests, in
which the Group has assessed the set of circumstances that would be necessary
for the Group to either breach the limits of its borrowing facilities or
breach any of the covenant tests.
In applying a reverse stress test to liquidity the Directors have concluded
that the set of circumstances required to exhaust it are considered remote. As
ever, covenants that include Covenant EBITDA as a component are more sensitive
to reverse stress testing; the Directors have therefore conducted in-depth
stress testing on all covenant tests during the going concern assessment
period. In doing so, the Directors have considered all cost mitigations that
would be within their control if faced with another short-term material
Covenant EBITDA reduction and no lender support to amend or waive Covenant
EBITDA-related covenants. Reverse stress tests have been performed against a
reduction in revenue, incremental cost inflation that cannot be recovered, and
an inability to achieved planned cost savings and in all instances, no
instances of a covenant breach were identified.
In conclusion, the Directors have a reasonable expectation that the Group has
adequate resources to continue in operational existence for a period of 12
months from the date of approval of the Financial Statements. For this reason,
they continue to adopt the going concern basis in preparing the interim
Financial Statements for the period ended 30 June 2025.
Accounting policies
The accounting policies adopted in the preparation of the interim condensed
Consolidated Financial Statements are consistent with those followed in the
preparation of the Group's 2024 Annual Report and Accounts, except for the
adoption of new standards effective as of 1 January 2025; these are listed
below and did not have an impact on the interim condensed Consolidated
Financial Statements of the Group.
· Lack of Exchangeability - Amendments to IAS 21
Taxes on income in the interim periods are accrued using the tax rates that
are expected to apply to total annual earnings.
Adjusted profit, after 'adjusting items'
The Group Income Statement has been presented in a columnar format to enable
users of the Financial Statements to view the adjusted results of the Group.
The Group's policy is to adjust for items that are considered significant in
nature and value or not in the normal course of business, or are consistent
with items that were treated as adjusting in prior periods. Treatment as
adjusting items provides users of the accounts with additional useful
information to assess the year-on-year trading performance of the Group. The
adjusted profit measures are not recognised profit measures under IFRS and may
not be directly comparable with adjusted profit measures used by other
companies. Further details relating to adjusting items are provided in note 5.
Prior year restatement
Consistent with the Group's 2024 Annual Report and Accounts, the prior year
comparatives within this report have been restated, as indicated in the table
below, for a correction to the German Rail onerous contract provision and the
classification of the settlement of cash flow hedges on fuel derivatives.
In relation to the German Rail onerous contract provision, during the
preparation of the financial statements for the year ended 31 December 2024,
errors were identified in the provision calculation relating to the prior
year, that were not identified and therefore were not taken into account in
either the 31 December 2023 nor the 30 June 2024 calculations. The prior year
comparatives for the half year period to 30 June 2024 have therefore been
restated to reflect the onerous contract provision that should have been
recognised at that date considering information that was or should have been
available at that time.
The opening balance sheet impact at 1 January 2024 as a result of the
restatement to 31 December 2023 was a £21.2m increase to provisions; with a
further £31.2m increase to provisions at 30 June 2024 as a result of restated
movements during HY24. Deferred tax liabilities have also been restated by
£2.3m. Please refer to the Group's 2024 Annual Report and Accounts for the
full details regarding the changes. Note that the Income Statement also
reflects the impact of discontinued operations (see note 8).
INCOME STATEMENT 30 June 2024 30 June 2024
(Reported) (Restated)
Adjusted result Adjusting items Total Adjusted result Adjusting items Total
Continuing operations £m £m £m £m £m £m
Revenue 1,653.9 - 1,653.9 1,237.2 - 1,237.2
Operating costs (1,582.7) (25.7) (1,608.4) (1,168.6) (56.3) (1,224.9)
Group operating profit/(loss) 71.2 (25.7) 45.5 68.6 (56.3) 12.3
Share of results from associates 0.2 - 0.2 - - -
Finance income 1.5 - 1.5 1.2 - 1.2
Finance costs (47.5) (1.2) (48.7) (41.0) (1.8) (42.8)
Profit/(loss) before tax 25.4 (26.9) (1.5) 28.8 (58.1) (29.3)
Tax (charge)/credit (9.6) 7.0 (2.6) (10.9) 5.4 (5.5)
Profit/(loss) for the period from continuing operations 15.8 (19.9) (4.1) 17.9 (52.7) (34.8)
Profit/(loss) for the period from discontinued operations - - - 1.5 (4.3) (2.8)
Profit/(loss) for the period 15.8 (19.9) (4.1) 19.4 (57.0) (37.6)
Profit/(loss) attributable to equity shareholders 12.7 (19.9) (7.2) 16.3 (57.0) (40.7)
Profit/(loss) attributable to non-controlling interests 3.1 - 3.1 3.1 - 3.1
Basic EPS from continuing and discontinued operations (2.9)p (8.4)p
Diluted EPS from continuing and discontinued operations (2.9)p (8.4)p
STATEMENT OF COMPREHENSIVE INCOME Reported 30 June Restated 30 June
2024 Adjustment £m 2024
£m £m
Loss for the period (4.1) (33.5) (37.6)
Exchange differences on retranslation of foreign operations (15.2) 0.3 (14.9)
Hedging losses reclassified to Income Statement (5.7) 5.0 (0.7)
Other comprehensive income for the period 13.9 5.3 19.2
Total comprehensive income/(expense) for the period 9.8 (28.2) (18.4)
Total comprehensive income/(expense) attributable to:
Equity shareholders 7.4 (28.2) (20.8)
Non-controlling interests 2.4 - 2.4
9.8 (28.2) (18.4)
Reported 30 June Restated 30 June
2024 Adjustment £m 2024
BALANCE SHEET £m £m
Deferred tax liabilities (43.6) (2.3) (45.9)
Provisions (127.8) (42.7) (170.5)
Total non-current liabilities (1,595.5) (45.0) (1,640.5)
Provisions (86.1) (9.7) (95.8)
Total current liabilities (1,392.8) (9.7) (1,402.5)
Total liabilities (2,988.3) (54.7) (3,043.0)
Net assets 1,055.7 (54.7) 1,001.0
Retained earnings (442.2) (55.0) (497.2)
Other reserves 404.2 0.3 404.5
Total shareholders' equity 1,024.0 (54.7) 969.3
Total equity 1,055.7 (54.7) 1,001.0
STATEMENT OF CHANGES IN EQUITY 30 June 2024 30 June 2024
(Reported) (Restated)
Other reserves Retained earnings Total Total equity Other reserves Retained earnings Total Total equity
£m £m £m £m £m £m £m £m
At 1 January 2024 397.6 (435.5) 1,035.8 1,066.0 397.6 (457.0) 1,014.3 1,044.5
Loss for the year - (7.2) (7.2) (4.1) - (40.7) (40.7) (37.6)
Other comprehensive income for the period 6.6 8.0 14.6 13.9 11.9 8.0 19.9 19.2
Total comprehensive income/(expense) 6.6 0.8 7.4 9.8 11.9 (32.7) (20.8) (18.4)
Hedging gains and losses and cost of hedging transferred to the cost of - - - - (5.0) - (5.0) (5.0)
inventory
At 30 June 2024 404.2 (442.2) 1,024.0 1,055.7 404.5 (497.2) 969.3 1,001.0
As there was no impact on cash and cash equivalents, the Statement of Cash
Flows has not been re-presented.
Critical accounting judgements and key sources of estimation uncertainty
The critical accounting judgements made by management in applying the Group's
accounting policies and the key sources of estimation uncertainty were the
same as those described in the Group's Annual Report and Accounts for the year
ended 2024 except for the addition of the following item:
Key source of estimation uncertainty - WeDriveU goodwill impairment
Determining whether assets are impaired requires an estimation of the value in
use of the cash-generating units and requires the Group to estimate the future
cash flows expected to arise, the growth rate to extrapolate cash flows into
perpetuity and a suitable discount rate in order to calculate present value.
Cash flow projections involve the use of estimates, notably revenue levels,
operating margins and the proportion of operating profit converted to cash in
each year. Management consider impairment, previously relating to the UK and
now additionally to the WeDriveU operating units, to be a key source of
estimation uncertainty given the judgement involved in estimating future cash
flows and therefore value in use of businesses undergoing a significant
turnaround. Disclosures and sensitivities in relation to both the UK and
WeDriveU operating units are shown within note 11.
In the six months to 30 June 2025 there has been a deterioration in both the
year-on-year performance of the WeDriveU segment, as well as the performance
versus management's previous expectations. Given this adverse performance to
forecasts in 2025 thus far, the future profitability within the financial
forecasts for WeDriveU as at 30 June 2025 used for the goodwill impairment
assessment have significantly reduced compared to the prior year. As a result,
the amount by which value in use exceeds the carrying amount has reduced
significantly compared to previous assessments, with headroom of £50.3m at 30
June 2025.
At this reduced level of headroom it is now considered that reasonably
possible changes in key inputs (comprising discount rates, growth rates,
adjusted operating profit margin and free cash flow in the terminal value)
could result in an impairment charge within the next 12 months. Sensitivities
are shown within note 11.
Seasonality
The Group operates a diversified portfolio of bus, coach and rail businesses
operating in international markets. The North American school bus business is
aligned to the school years with profits each half year to 30 June determined
by the price rates and routes agreed ahead of each school year. The UK and
Spanish coach businesses typically earn lower operating profits for the first
half of the year than the second half. This is because of the higher demand
created by leisure travellers during the summer months.
2. Exchange rates
The most significant exchange rates to UK Sterling for the Group are as
follows:
Six months to 30 June 2025 Six months to 30 June 2024 Year to 31 December 2024
Closing rate Average rate Closing rate Average rate Closing rate Average rate
US dollar 1.37 1.30 1.26 1.27 1.25 1.28
Canadian dollar 1.87 1.83 1.73 1.72 1.80 1.75
Euro 1.17 1.19 1.18 1.17 1.21 1.18
Moroccan dirham 12.35 12.42 12.60 12.67 12.66 12.70
If the results for the six months to 30 June 2024 had been retranslated at the
average exchange rates for the period to 30 June 2025, WeDriveU would have
achieved an adjusted operating profit of £12.7m on revenue of £187.7m
compared to adjusted operating profit of £13.0m on revenue of £192.6m as
reported; ALSA would have achieved an adjusted operating profit of £81.3m on
revenue of £608.0m, compared to adjusted operating profit of £82.5m on
revenue of £617.1m as reported; and German Rail would have achieved an
adjusted operating loss of £5.1m on revenue of £118.5m compared to adjusted
operating loss of £5.1m on revenue of £120.2m as reported.
3. Segmental analysis
The Group's reportable segments have been determined based on reports issued
to, and reviewed by, the Group Executive Committee and are organised in
accordance with the geographical regions in which they operate and nature of
services that they provide. Management considers the Group Executive Committee
to be the chief decision-making body for deciding how to allocate resources
and for assessing operating performance.
As the North America School Bus business has now been classified as a
discontinued operation (see note 8); WeDriveU is now a separate reportable
segment. The prior period analysis within this note has also been represented.
Segmental performance is evaluated based on operating profit or loss and is
measured consistently with operating profit or loss in the Consolidated
Financial Statements. Group financing activities and income taxes are managed
on a group basis and are not allocated to reportable segments.
Central functions is not a reportable segment but has been included in the
segmental analysis for transparency and to enable a reconciliation to the
consolidated Group.
Revenue is disaggregated by reportable segment, class and type of service as
follows:
Six months to 30 June 2025
Analysis by class and reportable segment Contract Passenger Grants and Private hire Other Total
revenues revenues subsidies £m revenues £m
£m £m £m £m
UK 13.9 238.1 22.8 7.3 15.2 297.3
German Rail - 31.6 89.2 - - 120.8
ALSA 138.9 337.3 88.4 52.6 70.2 687.4
WeDriveU 212.8 - - - 5.2 218.0
Total revenue from continuing operations 365.6 607.0 200.4 59.9 90.6 1,323.5
Analysis by major service type
Passenger transport 365.6 607.0 200.4 59.9 9.8 1,242.7
Other products and services - - - - 80.8 80.8
Total revenue from continuing operations 365.6 607.0 200.4 59.9 90.6 1,323.5
There have been no material amounts of revenue recognised in the year that
relate to performance obligations satisfied or partially satisfied in previous
years. Revenue received where the performance obligation will be fulfilled in
the future is classified as deferred income or contract liabilities.
There are no material inter-segment sales between reportable segments.
Prior year revenue is disaggregated by reportable segment, class and type of
service as follows:
Six months to 30 June 2024 (restated(1))
Analysis by class and reportable segment Contract Passenger Grants and Private hire Other Total
revenues revenues subsidies £m revenues £m
£m £m £m £m
UK 20.8 241.0 18.6 12.5 14.4 307.3
German Rail - 31.9 88.3 - - 120.2
ALSA 135.2 312.1 82.2 41.4 46.2 617.1
WeDriveU 191.1 - - 1.3 0.2 192.6
Total revenue from continuing operations 347.1 585.0 189.1 55.2 60.8 1,237.2
Analysis by major service type
Passenger transport 347.1 585.0 189.1 55.2 6.8 1,183.2
Other products and services - - - - 54.0 54.0
Total revenue from continuing operations 347.1 585.0 189.1 55.2 60.8 1,237.2
(1) Restated to represent prior period for discontinued operations, see notes
1 & 8 respectively for further information.
Operating profit/(loss) is analysed by reportable segment as follows:
Six months to 30 June
Adjusted result Adjusting items Segment (Restated) (Restated) (Restated)
2025 2025 result Adjusted result Adjusting items Segment
£m £m 2025 2024(1) 2024(1) result
£m £m £m 2024(1)
£m
UK (9.6) (2.2) (11.8) (12.6) (2.9) (15.5)
German Rail 0.5 (0.6) (0.1) 0.7 (37.0) (36.3)
ALSA 82.0 (7.9) 74.1 82.5 (2.7) 79.8
WeDriveU 2.6 (4.7) (2.1) 13.0 (3.4) 9.6
Central functions (15.6) (9.4) (25.0) (15.0) (10.3) (25.3)
Operating profit/(loss) from continuing operations 59.9 (24.8) 35.1 68.6 (56.3) 12.3
Net finance costs (42.2) (41.6)
Profit/(loss) before tax for the period from continuing operations (7.1) (29.3)
(1) The results for the six months ended 30 June 2024 have been restated for a
correction to the German Rail onerous contract provision and to represent
prior periods for discontinued operations; see notes 1 & 8 respectively
for further information.
Segmental results for current year shown before internal management
recharges on an arms' length basis, consistent with how management review the
segmental results internally.
Non-current assets and additions are analysed by reportable segment as
follows:
Intangible Property, plant and equipment Non-current Intangible assets Property, plant and equipment Non-current
assets 30 June 2025 asset additions 30 June 2024 30 June 2024 asset additions
30 June 2025 £m Six months to 30 June 2025 £m £m Six months to 30 June 2024
£m £m £m
UK 52.2 172.2 4.6 59.1 201.9 5.8
Central functions 7.6 0.1 - 7.7 0.1 -
Total UK 59.8 172.3 4.6 66.8 202.0 5.8
German Rail 5.7 5.3 3.1 6.2 13.9 1.4
ALSA 758.0 452.7 103.8 713.1 483.2 67.4
North America(1) 160.6 82.9 6.5 780.5 506.5 70.9
Total overseas 924.3 540.9 113.4 1,499.8 1,003.6 139.7
Total 984.1 713.2 118.0 1,566.6 1,205.6 145.5
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(1) North America refers to WeDriveU only for 30 June 2025; and a combination
of School Bus and WeDriveU for 30 June 2024, as this was prior to the
separation of the two businesses.
4. Net finance costs
Six months to (Restated) (Restated)
30 June 2025 Six months to Year to
£m 30 June 2024(1) 31 December 2024(1)
£m £m
Bank and bond interest payable (34.6) (28.8) (58.5)
Lease interest payable (3.7) (3.8) (8.1)
Other interest payable (3.0) (7.4) (11.2)
Unwind of discounting - claims provision (0.2) (0.4) (0.7)
Interest cost on defined benefit pension obligations (0.2) (0.6) (1.1)
Finance costs before adjusting items (41.7) (41.0) (79.6)
Adjusting items:
Unwind of discounting - onerous contract provisions (note 5) (2.1) (1.8) (2.8)
Total finance costs after adjusting items (43.8) (42.8) (82.4)
Lease interest income 0.5 0.2 0.5
Other financial income 1.1 1.0 1.7
Total finance income 1.6 1.2 2.2
Net finance costs from continuing operations (42.2) (41.6) (80.2)
(1) The results for the six months ended 30 June 2024 have been restated for a
correction to the German Rail onerous contract provision and to represent
prior periods for discontinued operations. The results for the year to 31
December 2024 have been restated to represent prior periods for discontinued
operations; see notes 1 & 8 respectively for further information.
5. Adjusting items
The Group reports adjusted measures because the Directors believe they provide
both management and stakeholders with useful additional information about the
financial performance of the Group's businesses.
The Group's policy on adjusting items is shown in note 1.
The total adjusting items before tax from continuing operations for the six
months to 30 June 2025 is a net charge of £26.9m (2024 interim restated:
£58.1m). See note 8 for details of adjusting items from discontinued
operations.
The items excluded from adjusted profit from continuing operations are:
Six months to (Restated) (Restated)
30 June 2025 Six months to Year to
£m 30 June 2024(1) 31 December 2024(1)
£m £m
Intangible amortisation / impairment for acquired businesses (a) (13.8) (10.7) (20.7)
Re-measurements of onerous contracts and impairments resulting from the
Covid-19 pandemic (b)
- 3.9 4.1
Re-measurement of the Rhine-Ruhr onerous contract provision (c) - (36.5) (86.4)
Re-measurement of onerous contract provision charges and impairments in
respect of North America driver shortages (d)
- 0.7 0.7
Final re-measurement of the Rabat put liability (e) 1.0 - -
Restructuring and other costs (f) (12.0) (13.7) (46.3)
Total adjusting items in continuing operating costs (24.8) (56.3) (148.6)
Finance costs:
Unwinding of discount of the Rhine-Ruhr onerous contract provision (c) (2.1) (1.8) (2.8)
Total adjusting items in continuing operations before tax (26.9) (58.1) (151.4)
Tax charge on adjusting items (g) 0.7 5.4 (155.6)
Total adjusting items in continuing operations after tax (26.2) (52.7) (307.0)
(1) The results for the six months ended 30 June 2024 have been restated for a
correction to the German Rail onerous contract provision and to represent
prior periods for discontinued operations. The results for the year to 31
December 2024 have been restated to represent prior periods for discontinued
operations; see notes 1 & 8 respectively for further information.
(a) Intangible amortisation / impairment for acquired businesses
Consistent with previous periods the Group classifies the amortisation for
acquired intangibles as an adjusting item by virtue of its size and nature.
Its exclusion from the adjusted result enables comparison and monitoring of
divisional performance by the Group Executive Committee regardless of whether
through acquisition or organic growth. In addition, by disclosing this
separately the Group gives users of the accounts visibility of the amount of
amortisation of acquired intangibles which improves comparability of the
Group's results with those of peer companies, as this continues to be a common
adjustment from profit in comparative companies. This amounts to £13.8m in
the period (2024 interim restated: £10.7m).
(b) Re-measurement of onerous contracts and impairments resulting directly
from the Covid-19 pandemic
The Group continues to operate services in line with its commitments under
customer contracts which are loss making. These contracts became onerous due
to the impact of the Covid-19 pandemic. For the contracts which the Group is
still committed to, the provision has been re-measured with no movements
required during the period (2024 interim: £3.9m credit).
(c) Re-measurement of the Rhine-Ruhr onerous contract provision
In German Rail, the RRX Lot2/3 contract losses were as expected for the period
to 30 June 2025 and remain in line with previous expectations for the contract
outlook, a remeasurement was therefore not required (2024 interim restated:
£36.5m). During the period to 30 June 2025, £2.1m has been recorded in
interest costs for unwinding of discount (2024 interim restated: £1.8m).
(d) Re-measurement of onerous contract provision charges and impairments in
respect of North America driver shortages
Consistent with 31 December 2024 one onerous contract remains in North America
WeDriveU in relation to nationwide driver shortages and is expected to end in
June 2026. As at 30 June 2025 no further adjustments to the provision are
considered necessary (2024 interim: £0.7m credit).
(e) Final re-measurement of the Rabat put liability
The Group has a subsidiary in Morocco which previously had a non-controlling
interest. In January 2024 an arbitrator ruled on a long-standing dispute
between the Group and the non-controlling interest which resulted in the
triggering of a put option for the non-controlling interest to sell their
shares to us. A put liability of £8.6m was recognised as at 31 December 2023
for the estimated value to purchase the shares from the non-controlling
interest. In the period to 30 June 2025, a final value has been reached and
paid on 5 June 2025, resulting in a re-measurement of the put liability of
£1.0m credit to the Income Statement.
Gains and losses on re-measurement of put liabilities have been recorded as
adjusting items in previous years, therefore the final re-measurement of the
Rabat put liability has also been recorded as an adjusting item for
consistency.
(f) Restructuring and other costs
These costs relate to Group-wide strategic initiatives and restructuring.
These are one-off, short-term initiatives expected to last one to two years.
They are significant in nature and are not considered to be part of the day to
day operational costs of the Group and therefore have been treated as
adjusting items. These amount to £12.0m at 30 June 2025 (2024 interim
restated: £13.7m).
(g) Tax on adjusting items
A £0.7m tax credit on adjusting items from continuing operations has been
recognised in the period (2024 interim restated: £5.4m tax credit).
6.Taxation
Tax on profit on ordinary activities for the six months to 30 June 2025 has
been calculated on the basis of the estimated annual effective rates across
the countries in which the Group operates for the year ending 31 December
2025.
The adjusted tax charge for continuing operations of £16.0m (2024 interim
restated: £10.9m charge) represents an effective tax rate of 80.8% on the
adjusted result (2024 interim restated: 37.8%) reflecting the combination of
seasonality and business performance across the group's portfolio, restricted
tax deductibility of financing costs and derecognised deferred tax assets.
The tax credit on adjusting items from continuing operations of £0.7m (2024
interim restated: £5.4m credit) is made up of a £1.5m tax charge, reflecting
a write down of deferred tax assets of £1.8m (2024 interim: £nil) offset by
£0.3m of adjusting tax-deductible operating costs (2024 interim restated:
£2.6m credit); and a £2.2m tax credit on adjusting intangible amortisation
(2024 interim: £2.8m credit).
There was a total tax charge of £6.5m on discontinued operations, relating to
the North America School Bus business (see note 8).
Deferred tax asset recoverability continues to be assessed using the strategic
plan projections which are used for the going concern and impairment
assessments. Tax losses in the US and UK were derecognised at 31 December
2024. At 30 June 2025 there is no change to this position and as a result
the Group holds an overall net deferred liability of £53.3m.
The impact of Pillar Two taxes on the Group's current tax expense was
immaterial for the period.
7. Dividends paid and proposed
An interim dividend has not been proposed for the current period (2024
interim: nil).
8. Discontinued operations and assets and liabilities held for sale
(a) Discontinued operations
On 25 April 2025 the Group announced the sale of its North America School Bus
business to I Squared Capital, the leading global infrastructure investment
manager. At this point the held for sale criteria under IFRS 5 were assessed
to be met; with the Sale & Purchase Agreement having being signed, and
other key approvals such as external lender consent having been obtained.
As a result, the School Bus business is presented as a discontinued operation
for the six month period to 30 June 2025 and shown as held for sale on the
Balance Sheet as at 30 June 2025, as the sale did not complete until after the
Balance Sheet date - please refer to note 20 for further details.
Prior period income statement figures have been restated to present separately
the above operations as discontinued.
Details of the discontinued operations are as follows:
Adjusted result Adjusting Total Adjusted result Year to 31
2025 items 2025 2024 Adjusting Total December
£m 2025 £m £m items 2024 Total
£m 2024 £m 2024
£m £m
Revenue 441.5 - 441.5 416.7 - 416.7 792.6
Operating costs (413.2) (6.0) (419.2) (408.3) (5.9) (414.2) (1,342.7)
Group operating profit/(loss) before tax 28.3 (6.0) 22.3 8.4 (5.9) 2.5 (550.1)
Share of results from associates - - - 0.2 - 0.2 3.5
Net finance costs (10.1) - (10.1) (6.2) - (6.2) (12.4)
Impairment loss on remeasurement to fair value less cost to sell - (238.0) (238.0) - - - -
Profit/(loss) from discontinued operations before tax 18.2 (244.0) (225.8) 2.4 (5.9) (3.5) (559.0)
Tax (charge)/credit (1.6) (4.9) (6.5) (0.9) 1.6 0.7 (77.9)
Profit/(loss) for the period from discontinued operations 16.6 (248.9) (232.3) 1.5 (4.3) (2.8) (636.9)
The breakdown of adjusting items from discontinued operations is as follows:
Six months to Six months to Year to
30 June 2025 30 June 2024 31 December 2024
£m £m £m
Intangible amortisation / impairment for acquired businesses (a) (3.0) (3.5) (7.0)
Goodwill impairment of North America School Bus (b) - - (547.7)
Impairment loss on remeasurement of School Bus disposal group to fair value
less costs to sell (c)
(238.0) - -
Restructuring and other costs (d) (3.0) (2.4) (4.3)
Total adjusting items before tax from discontinued operations (244.0) (5.9) (559.0)
Tax charge on adjusting items (e) (4.9) 1.6 12.5
Total adjusting items after tax from discontinued operations (248.9) (4.3) (546.5)
An explanation of each of the adjusting items is shown below:
(a) Intangible amortisation / impairment for acquired businesses
Consistent with previous periods the Group classifies the amortisation for
acquired intangibles as an adjusting item by virtue of its size and nature.
Its exclusion from the adjusted result enables comparison and monitoring of
divisional performance by the Group Executive Committee regardless of whether
through acquisition or organic growth. In addition, by disclosing this
separately the Group gives users of the accounts visibility of the amount of
amortisation of acquired intangibles which improves comparability of the
Group's results with those of peer companies, as this continues to be a common
adjustment from profit in comparative companies. This amounts to £3.0m in the
period (2024 interim: £3.5m).
(b) Goodwill impairment of North America School Bus
The Group performs a goodwill impairment on each cash-generating unit
annually. During the second half of 2024, the North America business separated
into two cash-generating units (CGUs), School Bus and WeDriveU. The assessment
performed for School Bus at 31 December 2024 indicated a required impairment
charge of £547.7m, as such the entire goodwill balance was written off. This
is separately disclosed due to both size and nature and is excluded to enable
the users of the financial statements to provide greater clarity on the
current and future performance of the Group's results; and is consistent with
the treatment of the goodwill impairments in previous financial years.
(c) Impairment loss on remeasurement of School Bus impairment group to fair
value less costs to sell
As a result of the School Bus business being classified as 'held for sale'
under IFRS 5, this then requires the remeasurement of the School Bus disposal
group to the lower of carrying value or fair value less costs to sell.
This remeasurement resulted in an impairment of the School Bus disposal group
to fair value less costs to sell amounting to £238.0m, reflecting the agreed
sales proceeds less costs to sell being lower than the asset value; noting
that the disposal represents the first step in the Group's continued focus on
deleveraging, enabling reallocation of cash flows from the capital intensive
School Bus business.
This is separately disclosed due to both size and nature and is excluded to
enable the users of the financial statements to provide greater clarity on the
current and future performance of both the Group's results and the results of
the discontinued operation; and is consistent with the treatment of other
significant impairments, principally goodwill impairments, in previous
financial years.
(d) Restructuring and other costs
These costs relate to Group-wide strategic initiatives and restructuring.
These are one-off, short-term initiatives expected to last one to two years.
They are significant in nature and are not considered to be part of the day to
day operational costs of the Group and therefore have been treated as
adjusting items. These amount to £3.0m at 30 June 2025 (2024 interim:
£2.4m).
(e) Tax on adjusting items
A £4.9m tax charge on adjusting items from discontinued operations has been
recognised in the period (2024 interim: £1.6m tax credit). The tax charge of
£4.9m reflects the write down of deferred tax assets as a result of the North
America School Bus sale. The tax credit of £1.6m in the six months to 30 June
2024 reflected tax relief on restructuring costs and intangible amortisation.
Amounts within Other Comprehensive Income as pertains to discontinued
operations are as follows:
Year to 31 December 2024
Six months to £m
30 June 2025(1)
£m
Exchange differences on retranslation of foreign operations 7.9 (1.8)
Other comprehensive income/(expense) from discontinued operations 7.9 (1.8)
The net cash flows incurred by the discontinued operations during the year are
as follows. These cash flows are included with the Group's Statement of Cash
Flows:
Six months to Year to
30 June 2025(1) 31 December 2024
£m £m
Cash inflow from operating activities 30.7 39.7
Cash outflow from investing activities (68.4) (45.5)
Cash inflow from financing activities (including intercompany financing) 46.5 16.3
Net cash inflow from discontinued operations 8.8 10.5
(1) Prior year comparative for the six months to 30 June 2024 cannot be
derived as this was prior to the separation of the School Bus and WeDriveU
operating divisions within North America which took place in the second half
of 2024.
(b) Assets and liabilities held for sale
Assets and liabilities held for sale at 30 June 2025 relate wholly to the
North America School Bus business. Details regarding the sale of the business
are described above. The breakdown of assets and liabilities held for sale at
30 June 2025 is as follows:
Unaudited
30 June
2025
£m
Intangible assets 20.0
Property, plant and equipment 205.7
Investments accounted for using the equity method 1.6
Trade and other receivables 103.5
Inventories 14.2
Cash and cash equivalents 29.1
Total assets classified as held for sale 374.1
Borrowings (75.8)
Defined benefit pension liabilities (0.2)
Trade and other payables (128.4)
Provisions (2.6)
Total liabilities classified as held for sale (207.0)
Net assets of disposal group 167.1
9. Earnings per share
From continuing and discontinued operations
The calculation of the basic and diluted earnings per share is based on the
following data:
Six months to (Restated) Year to
30 June 2025 Six months to 31 December 2024
£m 30 June 2024(1) £m
Earnings £m
Loss attributable to equity shareholders (257.9) (40.7) (802.8)
Accrued payments on hybrid instrument (10.5) (10.5) (21.3)
Earnings attributable to equity shareholders (268.4) (51.2) (824.1)
(1) Restated for correction to the German Rail onerous contract provision, see
note 1 for further information.
Six months to Year to
Number of shares 30 June 2025 Six months to 31 December 2024
30 June 2024
Basic weighted average shares 610,364,673 612,319,320 611,292,234
Adjustment for dilutive potential ordinary shares(1) 44,792,530 9,252,156 24,816,797
Diluted weighted average shares 655,157,203 621,571,476 636,109,031
(1) Potential ordinary shares have the effect of being anti-dilutive in 2025
interim, 2024 interim and 2024 full year, and have therefore been excluded
from the calculation of diluted earnings per share.
From continuing operations
Six months to (Restated) Year to
30 June 2025 Six months to 31 December 2024
£m 30 June 2024(1) £m
Earnings £m
Loss attributable to equity shareholders (25.6) (37.9) (165.9)
Accrued payments on hybrid instrument (10.5) (10.5) (21.3)
Earnings attributable to equity shareholders (36.1) (48.4) (187.2)
(1) Restated for correction to the German Rail onerous contract provision, see
note 1 for further information.
The denominator used (number of shares) in the calculation of both basic and
diluted earnings per share from continuing operations is the same as that
detailed above.
10. Cash and cash equivalents
At At At
30 June 30 June 31 December
2025 2024 2024
£m £m £m
Cash at bank and in hand 193.4 115.7 129.4
Overnight deposits - 0.2 0.1
Other short term deposits 33.5 130.0 115.0
226.9 245.9 244.5
Less: amounts included within assets classified as held for sale (29.1) (1.2) -
Cash and cash equivalents 197.8 244.7 244.5
Included within cash and cash equivalents are certain amounts which are
subject to contractual or regulatory restrictions or withholding tax levied on
repatriation of cash. These amounts held are not readily available for other
purposes within the Group and total (including withholding tax that would be
due if repatriated) £0.3m (2024 interim: £1.6m).
Cash at bank and in hand earns interest at floating rates based on daily bank
deposit rates. Short-term deposits are made for varying periods of between one
day and three months depending on the immediate cash requirements of the Group
and earn interest at the agreed short-term floating deposit rate. The fair
value of cash and cash equivalents is equal to the carrying value.
For the purposes of the Consolidated Statement of Cash Flows, cash and cash
equivalents and bank overdrafts in notional cash pooling arrangements are
presented net. Bank overdrafts form an integral part of the Group's cash
management strategy as they arise from the Group's cash pooling arrangement
with its bank. Net cash and cash equivalents comprise as follows:
At At At
30 June 30 June 31 December
2025 2024 2024
£m £m £m
Cash and cash equivalents 226.9 245.9 244.5
Bank overdrafts (98.8) (5.8) (41.4)
128.1 240.1 203.1
Less: amounts included within assets classified as held for sale (29.1) (1.2) -
Net cash and cash equivalents 99.0 238.9 203.1
11. Goodwill and impairment
Goodwill has been allocated to individual cash-generating units ('CGU's) for
the purposes of impairment testing on the basis of the Group's business
operations.
During the second half of 2024, a separation of the School Bus and WeDriveU
operating divisions within North America took place, with each of these
businesses being identified as a separate CGU; this was done as a result of
preparing the North America School Bus business for a potential sale. As a
result, there are no comparatives available for 30 June 2024, as they were
treated as one combined CGU, in line with IAS 36, given this was the level
goodwill was monitored at within the business. The split of the goodwill
balance (a combined £710.5m as at 30 June 2024) was apportioned between the
School Bus and WeDriveU CGUs as part of the separation based on actual
historic data. At 31 December 2024, the goodwill in School Bus was written off
in full.
The carrying value by individual CGU is as follows:
At At At
30 June 30 June 31 December
2025 2024 2024
£m £m £m
UK 50.1 52.4 50.1
North America(1) n/a(1) 710.5 n/a(1)
North America School Bus(1) - n/a(1) -
North America WeDriveU(1) 144.3 n/a(1) 158.3
ALSA 583.9 583.3 576.9
778.3 1,346.2 785.3
(1) During 2024, a separation of the School Bus and WeDriveU operating
divisions within North America took place; as described above.
During the current period, in line with the requirements of IAS 36, the Group
has performed an assessment for indicators of impairment. Whist there were no
indicators of impairment in ALSA; the performance in the UK and WeDriveU
divisions was behind expectations in H1 2025, as such a full impairment
analysis was carried out on these two divisions.
Assumptions and estimates used in the goodwill impairment assessment
calculation
A CGU is 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. The calculation of value in use for each CGU is most sensitive to
the assumptions over operating profit margins, discount rates and the growth
rate used to extrapolate cash flows into perpetuity beyond the five-year
period of the management plan. The key assumptions used for the CGUs are as
follows:
Pre-tax discount rate applied to cash flow projections Growth rate used to extrapolate cash flows into perpetuity
30 June 31 December 2024 30 June 31 December 2024
2025 2025
UK 9.5% 10.4% 3.1% 2.9%
WeDriveU 9.5% 10.3% 3.8% 3.8%
Discount rates have reduced for the UK and WeDriveU and have been impacted by
an increase in the proportion of debt to equity used in the calculation of the
weighted average cost of capital (WACC), following a decline in Mobico's
market capitalisation since December 2024. The key estimates applied in the
impairment review are the forecast level of revenue, operating margins and the
proportion of operating profit converted to cash in each year. Forecast
revenue and operating margins are based on past performance and management's
expectations for the future. The growth rate for each division has been
consistently applied in the impairment review for the relevant CGUs based on
respective long-term country-specific GDP growth rates. The long term growth
rate for WeDriveU remained flat to December 2024, whereas the rate has
increased by 20 bps for the UK.
The cash flows are discounted using pre-tax rates that are calculated from
country-specific WACC, principally derived from external sources. Capital
expenditure is projected over the first five years using a detailed forecast
of the capital requirements of the Group for new and replacement vehicles and
other assets. In the extrapolation of cash flows into perpetuity (the
"terminal value"), capital expenditure is assumed to be a 1:1 ratio to
depreciation. In line with the requirements of IAS 36, only the cost
reductions associated with restructuring programmes already delivering savings
are included within the cash flow projections. Inclusion of the cost reduction
benefits from these programmes would increase the available headroom for all
divisions; as the plans become more advanced, we expect these savings to be
incorporated in future assessments.
Results of the impairment assessment
The value in use of the UK exceeds its carrying amounts by £46.7m, down from
£72.0m at 31 December 2024. This has been primarily driven by an increase in
underlying assets of the business coupled with adverse performance against
forecast during the period. These factors are partially offset by a decrease
in WACC. In the case of WeDriveU, the value in use of the division exceeds it
carrying amounts by £50.3m, down from £157m at 31 December 2024. The adverse
movement is driven by higher staff costs and increased asset base, which is
partially offset by the decrease in WACC. Impairment of goodwill for the
WeDriveU CGU has now been identified as a key source of estimation
uncertainty.
Whilst management's strategic plan forecasts prepared in 2024 include profit
improvement actions that aim to improve the future financial performance of
both businesses, these have not been included in the forecasts used for this
exercise as they cannot currently be objectively evidenced at this stage in
the turnaround.
Sensitivities to key assumptions
The table below summarises the reasonably possible change in key assumptions
which most impact the carrying value of the UK and WeDriveU CGUs.
Prior year comparatives have not been prepared as neither were identified as
key sources of estimation uncertainty at 30 June 2024, therefore sensitivity
analysis was not prepared.
Decrease in carrying value £m
Sensitivity UK WeDriveU
30 June 2025 30 June 2025
Pre-tax discount rate Increase of 1.5 percentage points - (35.6)
Long term growth rate Decrease of 1.0 percentage point - (19.7)
Adjusted Operating Profit Margin throughout the assessment period Decrease of 1.5 percentage points (66.5)(1) (69.1)
Free cash flow in the terminal value Decrease by 10% - -
(1) In this scenario, Goodwill of £50.1m would be fully impaired with a
further impairment of other UK assets of £16.4m
Sensitivity analysis has been conducted to assess the change required in each
of the critical inputs in order to reduce the value in use to equal the
carrying value.
WeDriveU UK
30 June 31 December 2024 30 June 31 December 2024
2025 2025
Increase in pre-tax discount rate 0.8% 4.9% 2.0% 4.1%
Reduction in long term growth rate 0.7% 4.6% 2.2% 5.2%
Reduction in adjusted operating profit margin 0.6% 3.7% 0.6% 1.0%
As in prior years, the full annual impairment review on all CGUs will be
conducted in late 2025.
12. Property, plant and equipment
During the period, the Group's additions amounted to £61.2m (2024 interim:
£140.7m) comprising of primarily public service vehicles (£41.1m) and
property leases to support its operations (£15.3m).
The Group's disposals during the period amounted to a net book value of
£52.0m (2024 interim: £10.4m) comprising of primarily public service
vehicles and land & buildings.
As a result of the School Bus businesses being classified as 'held for sale'
under IFRS 5; property, plant and equipment with a net book value of £429.4m
were transferred to held for sale.
Cash flows relating to the acquisition and disposal of property, plant and
equipment are shown in the Statement of Cash Flows.
13. Financial instruments
The Group's multi-national transport operations and debt financing expose it
to a variety of financial risks, including the effects of changes in fuel
prices, foreign currency exchange rates and interest rates. The Group has in
place a risk management programme that seeks to limit the adverse effects of
these financial risks on the financial performance of the Group by means of
derivative financial instruments.
As at 30 June 2025 the Group's portfolio of hedging instruments included fuel
price derivatives, cross currency swaps, foreign exchange derivatives and
interest rate derivatives. The fuel price derivatives are in place to hedge
the changes in price of the different types of fuel used in each division. The
cross currency swaps are in place to hedge the risk of changes in foreign
exchange rates. The foreign exchange derivatives are in place to hedge the
foreign exchange risk on translation of net assets denominated in foreign
currency. In addition, the Group holds five £50m denominated interest rate
derivatives to swap fixed interest on a £250m Sterling bond to a floating
rate; these mature in November 2025.
Financial assets and financial liabilities measured at amortised cost have a
fair value which approximates their carrying value. The Group's derivative
financial instruments are held in the balance sheet at fair value and are
measured using level 2 inputs. The valuation of interest rate derivatives and
fuel derivatives are based on the forward curve and discount curve, both
calculated using sets of market data. The valuation of FX forward contracts is
based on observable FX spot rates, FX forward rates, and the interest rate
curve of the domestic currency. Cross currency swap derivatives are valued
based on observable discount curve and spot rates to ascertain the net value
of each leg of cash flows. All derivative valuations are adjusted as
appropriate for credit/debit valuation adjustment values which are
independently calculated.
Financial assets at fair value through Other Comprehensive Income relates to
the Group's non-listed equity investments and are categorised within Level 3
(values determined by reference to significant unobservable inputs). The fair
value of these investments is typically determined by using recent and
forecast earnings. During the period, the Group disposed of a non-listed US
investment in Transit Technologies Holdco which was held at fair value through
Other Comprehensive Income; for consideration of £16.9m. The fair values of
remaining investments are individually immaterial and therefore sensitivities
to the valuation have not been disclosed. There have not been any transfers of
assets or liabilities between levels of the fair value hierarchy and there are
no non-recurring fair value measurements.
The Group applies relevant hedge accounting to the majority of its derivatives
outstanding as at 30 June 2025. As a result of the North America School Bus
business being classified as held for sale, fuel derivatives that had been
previously placed which mature in the second half of 2025 and 2026, following
the expected date of completion, are no longer considered a highly probable
forecast transaction, therefore these trades have been de-designated from
hedge accounting as of the date the School Bus sale was agreed, being 24 April
2025. As a result the fair value of the affected trades accumulated in the
cash flow hedge reserve was transferred to the income statement; which
amounted to £1.3m. This income statement amount was classified as an
adjusting item (see note (5)). All other designated hedge relationships were
effective under IFRS 9.
In respect of fuel hedges, at 30 June 2025 the Group was around 100% hedged
for 2025, at an average price of 52.1p/litre, around 65% hedged for 2026 at an
average price of 46.6p/litre and around 26% hedged for 2027 at an average
price of 44.4p/litre. Hedged volumes are in line with the normal hedging
programme at this stage.
Derivative financial assets and liabilities on the balance sheet are as
follows:
At 30 June At 30 June At 31 December
2025 2024 2024
£m £m £m
Fuel derivatives - 1.3 0.2
Non-current derivative financial assets - 1.3 0.2
Fuel derivatives 0.1 5.8 1.5
Cross currency swaps 0.2 0.4 0.4
Foreign exchange derivatives 23.0 5.1 10.7
Current derivative financial assets 23.3 11.3 12.6
Fuel derivatives (10.2) (2.6) (3.1)
Cross currency swaps (6.0) (1.1) (0.3)
Interest rate derivatives - (9.8) -
Non-current derivative financial liabilities (16.2) (13.5) (3.4)
Fuel derivatives (14.8) (4.1) (8.0)
Interest rate derivatives (9.9) (12.0) (9.9)
Foreign exchange derivatives (5.6) (9.6) (26.8)
Current derivative financial liabilities (30.3) (25.7) (44.7)
14. Pensions and other post-employment benefits
The UK division operates a defined benefit scheme. The Group also provides
certain additional unfunded post-employment benefits to employees in ALSA, and
maintains a small, legacy rail defined benefit scheme. The post-employment
benefits for these schemes have been combined into the 'Other' category below.
The assets of the defined benefits schemes are held separately from those of
the Group and contributions to the schemes are determined by independent
professionally qualified actuaries.
The total pension cost to adjusted operating profit for the six months to 30
June 2025 was £4.5m (2024 interim: £4.8m; 2024 full year: £9.4m), of which
£3.9m (2024 interim: £4.0m; 2024 full year: £7.8m) relates to the defined
contribution schemes.
The defined benefit pension (liability)/asset included in the Balance Sheet is
as follows:
At At At
30 June 30 June 31 December
2025 2024 2024
£m £m £m
Other 0.1 0.2 0.1
Pension assets 0.1 0.2 0.1
UK (7.7) (15.6) (11.3)
Other - (1.5) (0.3)
Pension liabilities (7.7) (17.1) (11.6)
Total (7.6) (16.9) (11.5)
The UK net defined benefit pension liability, was calculated based on the
following assumptions:
UK
Six months ended Year ended
30 June 2025
31 December 2024
Rate of increase in salaries 2.5% 2.5%
Rate of increase of pensions in payment 2.3% 2.6%
Discount rate 5.5% 5.4%
Inflation assumption (RPI) 2.8% 3.1%
Inflation assumption (CPI) 2.3% 2.6%
The Directors regard the assumptions around pensions in payment, discount
rate, inflation and mortality to be the key assumptions in the IAS 19
valuation. The following table provides an approximate sensitivity analysis of
a reasonably possible change to these assumptions:
Six months ended Year ended
30 June 2025
31 December 2024
UK UK
Effect of a 0.5% increase in pensions in payment (11.1) (11.8)
Effect of a 0.5% increase in the discount rate (17.5) (18.7)
Effect of a 0.5% increase in inflation (12.3) (13.1)
Effect of a 1 year increase in mortality rates (10.2) (11.0)
The above sensitivity analyses are based on a change in an assumption while
holding all other assumptions constant. Aside from the matching insurance
contracts held in the UK scheme, no allowance has been made for any change in
assets that might arise under any of the scenarios set out above.
15. Business Combinations
(a) Acquisitions - ALSA
On 1 March 2024 the ALSA division acquired 100% control of Canary Bus (Grupo
1844), the leading provider of tourist and discretionary services in the
Canary Islands. The provisional fair values were disclosed in the 2024 Annual
Report and Accounts. As permitted by IFRS 3 Business Combinations, the fair
value of acquired identifiable assets and liabilities have been adjusted
within the remeasurement period. Also, on 1 June 2025 the ALSA division
acquired 50% of the remaining assets and liabilities of a joint operation, UTE
Sanir, a health transport business located in Madrid.
The adjustment to the fair value of Canary Bus and the provisional fair value
of UTE Sanir are presented below:
Canary Bus UTE Sanir Total
£m
£m
£m
Intangible assets 12.4 2.1 14.5
Property, plant and equipment 3.5 4.6 8.1
Trade and other receivables (0.1) 1.1 1.0
Cash and cash equivalents - 1.2 1.2
Borrowings - (4.0) (4.0)
Trade and other payables (0.4) (3.0) (3.4)
Deferred tax asset (1.0) - (1.0)
Net assets acquired 14.4 2.0 16.4
Goodwill (14.4) - (14.4)
Total consideration - 2.0 2.0
Represented by:
Cash consideration - 2.0 2.0
- 2.0 2.0
Given the proximity of the UTE Sanir acquisition to the period end, and as
permitted by IFRS 3 Business Combinations, the fair value of acquired
identifiable assets and liabilities have been presented on a provisional
basis. The fair value adjustments will be finalised within 12 months of the
acquisition date, principally in relation to the valuation of provisions
acquired and intangible assets.
Trade and other receivables for UTE Sanir had a fair value and a gross
contracted value of £1.1m. The best estimate at the acquisition date of the
contractual cash flows not to be collected was £nil.
During the period the fair value adjustments relating to primarily intangible
and tangible assets acquired in 2024 as part of the Canary Bus acquisition
were finalised. This resulted in an increase in the fair value of separately
identifiable intangibles and tangible assets acquired, a corresponding
decrease in deferred tax asset, and a reduction in goodwill of £14.4m.
The acquired business, UTE Sanir, contributed £1.1m of revenue and £0.1m
adjusted operating profit to the Group's result for the period between
acquisition and the balance sheet date. Had the acquisition been completed on
the first day of the financial year, the Group's continuing revenue would have
been £1,329.1m and the Group's continuing statutory operating profit for the
period would have been £35.8m.
Acquisition costs were immaterial.
(b) Acquisitions - further information
Total cash outflow in the period from acquisitions in the ALSA division was
£10.9m, comprising consideration for current year acquisitions of £2.0m and
deferred consideration of £10.1m, less cash acquired in the businesses of
£1.2m.
16. Adjusted net debt
At 1 January Cash flow Acquisitions and disposals Exchange differences Other movements At 30 June
2025 £m £m £m £m 2025(4)
£m £m
Components of financing activities
Bank and other loans(1) (177.5) 9.9 - (0.9) (0.4) (168.9)
Bonds (648.3) - - (15.3) (5.8) (669.4)
Fair value of interest rate derivatives (8.7) - - - 5.2 (3.5)
Fair value of foreign exchange forward contracts (5.1) (16.0) - 31.8 - 10.7
Cross currency swaps (1.1) - - (5.8) - (6.9)
Net lease liabilities(2) (176.2) 33.7 (4.1) 4.9 (34.8) (176.5)
Private placements (396.5) - - (1.7) (0.2) (398.4)
Total components of financing facilities (1,413.4) 27.6 (4.1) 13.0 (36.0) (1,412.9)
Cash 129.4 78.9 1.2 (16.1) - 193.4
Overnight deposits 0.1 (0.1) - - - -
Other short-term deposits 115.0 (81.5) - - - 33.5
Bank overdrafts (41.4) (57.4) - - - (98.8)
Net cash and cash equivalents 203.1 (60.1) 1.2 (16.1) - 128.1
Other debt receivables 2.7 0.1 - 0.2 - 3.0
Remove: fair value of fx forward contracts 5.1 16.0 - (31.8) - (10.7)
Adjusted net debt(3&4) (1,202.5) (16.4) (2.9) (34.7) (36.0) (1,292.5)
(1)Net of unamortised arrangement fees totalling £2.3m on bank and other
loans
(2) Includes finance lease receivables which are reported separately from
borrowings on the face of the Group's Balance Sheet
(3) Excludes accrued interest on long-term borrowings
(4) Adjusted net debt at 30 June 2025 includes assets and liabilities held for
sale relating to the North America School Bus business. These comprise bank
and other loans of £45.5m, net lease liabilities of £30.3m, and cash of
£29.1m.
Borrowings include non-current interest bearing loans and borrowings of
£1,228.4m (2024 interim: £1,273.0m; 2024 full year: £1,258.8m).
Adjusted net debt is an alternative performance measure. Please refer to the
glossary of alternative performance measures in the CFO review for further
information.
Other non-cash movements represent lease additions and disposals of £34.8m
(2024 interim: £20.6m), a £1.2m (2024 interim: £1.1m) reduction from the
amortisation of loan and bond arrangement fees and a £5.2m change in the fair
value of the hedging derivatives, offset by a £5.2m change in fair value of
bonds.
At 1 January Cash Acquisitions and disposals Exchange differences Other movements At 30 June
2024 flow £m £m £m 2024
£m £m £m
Components of financing activities
Bank and other loans(1) (243.9) 7.8 (4.3) 3.4 (0.4) (237.4)
Bonds (659.2) - - 9.8 (2.7) (652.1)
Fair value of interest rate derivatives (16.4) - - - 2.2 (14.2)
Fair value of foreign exchange forward contracts (1.2) 4.1 - (7.3) - (4.4)
Cross currency swaps (2.2) - - 0.4 - (1.8)
Net lease liabilities(2) (171.9) 29.7 (10.0) 0.5 (20.6) (172.3)
Private placements (404.7) - - 4.4 (0.2) (400.5)
Total components of financing facilities (1,499.5) 41.6 (14.3) 11.2 (21.7) (1,482.7)
Cash 186.1 (70.5) 3.0 (4.0) - 114.6
Overnight deposits 0.2 (0.1) - - - 0.1
Other short-term deposits 170.0 (40.0) - - - 130.0
Bank overdrafts (62.6) 56.7 - 0.1 - (5.8)
Net cash and cash equivalents 293.7 (53.9) 3.0 (3.9) - 238.9
Other debt receivables 2.9 (3.3) 3.5 (0.1) - 3.0
Remove: fair value of fx forward contracts 1.2 (4.1) - 7.3 - 4.4
Adjusted net debt(3) (1,201.7) (19.7) (7.8) 14.5 (21.7) (1,236.4)
(1)Net of unamortised arrangement fees totalling £1.2m on bank and other
loans
(2) Includes finance lease receivables which are reported separately from
borrowings on the face of the Group's Balance Sheet
(3) Excludes accrued interest on long-term borrowings
17. Cash flow statement
The reconciliation of Group loss before tax to cash generated from operations
is as follows:
Six months to (Restated) (Restated)
30 June 2025 Six months to Year to
£m 30 June 2024(2) 31 December
£m 2024(2)
£m
Loss before tax from continuing operations (7.1) (29.3) (50.3)
Loss before tax from discontinued operations (225.8) (3.5) (559.0)
Total loss before tax (232.9) (32.8) (609.3)
Net finance costs 52.3 47.8 92.6
Share of results from associates and joint ventures - (0.2) (3.2)
Depreciation of property, plant and equipment 85.5 101.0 213.4
Intangible asset amortisation and impairment 25.6 24.9 50.2
Amortisation of fixed asset grants (1.9) (0.9) (2.0)
Gain on disposal of property, plant and equipment (1.1) (1.4) (11.0)
Gain on disposal of intangible assets (0.4) (0.3) (0.8)
Share-based payments 2.1 1.7 4.6
Decrease in inventories 0.4 0.2 1.2
(Increase)/decrease in receivables (36.5) 13.8 42.9
Increase in payables 20.7 12.7 7.1
Decrease/(increase) in provisions 6.9 (1.5) 0.1
Decrease in pensions (4.2) (5.4) (11.0)
Adjusting operating items(1) 255.2 48.0 679.9
Cash flows relating to adjusting items (44.1) (44.5) (99.2)
Cash generated from operations 127.6 163.1 355.5
(1) Excludes amortisation from acquired intangibles which is included within
'intangible asset amortisation' above
( 2) The results for the six months ended 30 June 2024 have been
restated for a correction to the German Rail onerous contract provision and to
represent prior periods for discontinued operations. The results for the year
to 31 December 2024 have been restated to represent prior periods for
discontinued operations; see notes 1 & 8 respectively for further
information.
18. Commitments, contingencies and insurance contracts
a) Capital commitments
Six months to 30 June 2025 Year ended
31 December 2024 £m
£m
Contracted 170.8 167.5
The Group is committed to various vehicle purchases in North America and
Spain. The £170.8m of commitments as at 30 June 2025 includes £63.0m
relating to the School Bus business, which is a discontinued operation and the
sale of which completed after the balance sheet date.
b) Contingent liabilities
Legal
Through the ordinary course of our operations, the Group is party to various
litigation, claims and investigations. We do not expect the ultimate
resolution of any of these proceedings to have a material adverse effect on
the Group's results, cash flows or financial position.
c) Insurance contracts
Bonds and letters of credit
In the ordinary course of business, the Group is required to issue
counter-indemnities in support of its operations. These are valued as
insurance contracts in scope of IFRS 17 Insurance Contracts.
As at 30 June 2025, the Group has performance bonds in respect of businesses
in the USA of £186.6m (2024 full year: £207.0m), in Spain of £118.3m (2024
full year: £107.9m), in Germany of £54.3m (2024 full year: £54.9m) and in
the Middle East of £5.8m (2024 full year: £6.4m). Letters of credit have
been issued to support insurance retentions of £149.3m (2024 full year:
£162.5m).
The directors believe that the expected pay out of these contracts is £nil
(2024 full year: £nil) and the insurance liability recorded in the Financial
Statements at the end of the period is £nil (2024 full year: £nil).
19. Related party transactions
There have been no material changes to the related party balances disclosed in
the Group's 2024 Annual Report and Accounts. Compared to the prior period,
there have been no transactions which have materially affected the financial
position or performance of the Group in the six months to 30 June 2025.
20. Post balance sheet events
As announced to the stock exchange on 15 July 2025, subsequent to the Balance
Sheet date, the Group successfully completed the disposal of the North America
School Bus business with net upfront proceeds from the sale for covenant
deleveraging of $364m, which will be used to reduce the Group's debt. In
addition, there is a $70m earnout arrangement contingent on School Bus
achieving certain revenue, EBITDA and free cash flow related targets; over and
above what is assumed in the calculation of the impairment charge.
The sale was announced on 25 April 2025 immediately following the signing of
the Sale & Purchase agreement. At this point, the Group considered the
business to be 'held for sale' under IFRS 5 and consequently the disposal
group was remeasured to the lower of carrying value and fair value less costs
to sell.
At the 30 June 2025 balance sheet date this resulted in a non-cash impairment
charge to fair value less costs to sell of £238.0m which has been treated as
an adjusting item (see note 8).
The final loss on disposal for FY25 is subject to confirmation following the
customary post-close completion accounts mechanism which is still ongoing, as
well as future USD:GBP exchange rate movements which will change the Sterling
amounts recorded in the Group consolidated financial statements.
The final loss on disposal will also reflect the reclassification of the
relevant foreign exchange and net investment hedge reserves to the Income
Statement. This reclassification is currently projected to comprise an Income
Statement gain in the order of £100m; which will partially reduce the loss on
disposal.
INDEPENDENT REVIEW REPORT TO MOBICO 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 30
June 2025 which comprises the income statement, the statement of comprehensive
income, the balance sheet, the statement of changes in equity, the statement
of cash flows and related notes 1 to 20.
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 30 June 2025 is not prepared, in all
material respects, in accordance with United Kingdom 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 (UK) 2410 "Review of Interim Financial Information Performed by
the Independent Auditor of the Entity" issued by the Financial Reporting
Council for use in the United Kingdom (ISRE (UK) 2410). A review of interim
financial information consists of making inquiries, 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 United Kingdom adopted international accounting
standards. The condensed set of financial statements included in this
half-yearly financial report has been prepared in accordance with United
Kingdom adopted International Accounting Standard 34, "Interim Financial
Reporting".
Conclusion 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 the directors have
inappropriately adopted the going concern basis of accounting or that the
directors 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
ISRE (UK) 2410; 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 group'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 financial 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
Conclusion 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 ISRE (UK) 2410.
Our work has been undertaken so that we might state to the company those
matters we are required to state to it in an independent review report and for
no other purpose. To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the company, for our review work,
for this report, or for the conclusions we have formed.
Deloitte LLP
Statutory Auditor
Birmingham, United Kingdom
8 September 2025
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