REG - Pinewood Tech Gp PLC - Final Results
01/04/2025 07:00
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RNS Number : 0109D Pinewood Technologies Group PLC 01 April 2025
1 April 2025
Pinewood Technologies Group PLC
Results for the 11-month period ended 31 December 2024
Completion of highly successful Lithia UK rollout drives strong FY24 result,
with underlying PBT ahead of consensus at £8.5m achieved
Pinewood Technologies Group PLC ("Pinewood" or the "Group", LSE: PINE), a leading pure-play cloud-based software business providing innovative automotive retail solutions to the automotive industry, today announces its audited financial results for the 11 months ended 31 December 2024.
Comparative Information - Continuing Operations
£m, unless stated 11m period ended 31 December 2024 (FY24) 11m period ended 31 December 2023 (1) % Change
Revenue, including intercompany revenue (2) 31.2 27.1 15.1%
Gross Profit, including intercompany gross profit (2) 28.2 24.2 16.5%
Underlying Operating Profit 8.4 8.5 (1.2)%
Underlying Profit Before Tax 8.5 8.5 -
Underlying EBITDA 14.0 13.1 6.9%
Cash 9.3 47.4(3) (80.4)%
(1) Unaudited results for the 11 month period ended 31 December 2023
(2) Revenue and gross profit includes intercompany amounts
(3) Cash at end of FY23 (31 January 2024)
Financial Highlights (1)
· Revenue including intercompany revenue(1) on an 11m comparative
basis up 15.1% to £31.2m (11m to Dec-23: £27.1m)
· Recurring revenue of £27.0m in FY24 (86.5% of total revenue)
· Gross profit including intercompany revenue(1) on an 11m comparative
basis up 16.5% to £28.2m (11m to Dec-23: £24.2m), with gross profit margin
increasing by 110bps to 90.4%.
· Underlying EBITDA on an 11m comparative basis up 6.9% to £14.0m
(11m to Dec-23: £13.1m), with robust underlying EBITDA margins of 44.9%.
· FY24 underlying profit before tax of £8.5m, ahead of consensus
analyst expectations.
· Cash of £9.3m with an additional £9.9m collected from Lithia in
March 2025.
(1) All figures relate to continuing operations only and exclude any
discontinued operations
Operational Highlights
· Strong revenue growth driven by efficient completion of the Lithia
UK system rollout, with a focus on vertical sales into existing customers, and
significant new customer wins
· Pinewood now supplies 5 of top 20 UK dealership groups
· Total users increased to 35,200, up 6.3% from 33,100 at the end of
FY23:
o Net increase of 1,700 Lithia users following ex-Jardine Motor Group
implementations; successfully completed the system rollout across Lithia UK's
network in December 2024
o 700 users added by new customers
o Churn in existing customers remained minimal at 1.1% in FY24
· Investment in the future with increased resource levels to accommodate
delivery of Pinewood's significant pipeline of deliveries
· 5-year contract with Marshall Motor Group ("Marshalls") signed in
October 2024, with Pinewood to implement its systems into Marshalls c.120 UK
dealerships
· North American roll-out preparation progressing well
o Engagement with majority of OEMs represented by Lithia as well as third
party layered app providers
o Pinewood development team have begun integration work with OEMs and third
parties
o Pinewood product team making good progress in enhancing the system to US
customer specific needs
o Remain on track to pilot in Lithia US stores in H2 FY25, with the wider
roll-out to Lithia US stores starting in FY26
o North American headquarters to be opened in Florida during 2025
· In October 2024, unveiled an updated customer-facing brand identity
under the banner of Pinewood.AI. The reinvigorated proposition complements
operational improvements to strengthen the Group's go-to-market strategy
· A new user experience (UX) for all Pinewood system customers will
be launched during 2025
o Development work on the new UX has taken place over several years and is a
key next step in the evolution of the Pinewood system
Post-Period End Updates
· On 14(th) February 2025, Pinewood announced it had secured a
five-year contract with Global Auto Holdings, to implement the Pinewood
Automotive Intelligence™ platform into all of its owned dealerships across
the UK, North America and Scandinavia.
o This contract will be materially earnings enhancing, as the largest
non-associated dealership group to adopt the platform.
o In recognition of the scale and importance of this partnership, Pinewood
issued warrants to an affiliate of Global Auto Holdings in respect of a
maximum of 6,098,093 shares at a strike price of 330p, subject to the
satisfactory completion of the installation of the Pinewood Automotive
Intelligence™ platform into the entirety of each relevant geography
o This contract fully aligns with Pinewood's goal set out at its Capital
Markets Day to sign a further member of the UK's top 20 automotive retailers
as a customer by the end of 2025 and expects the roll-out and revenues to
commence in the UK by 2026.
· On 20(th) February 2025, Pinewood announced it would acquire the
outstanding 90.9% of the share capital of Seez App Holding Ltd. ("Seez") that
the Company did not already own, for a total consideration of $42m (c.£33.3
million). This follows the $4.2m strategic investment made in September
2024.
o The acquisition significantly enhances Pinewood's in-house capabilities
with the integration of Seez's leading AI (Artificial Intelligence) and ML
(Machine Learning) technology, particularly its AI chatbot functionality.
o The acquisition was funded by a significantly oversubscribed equity
fundraise, that raised gross proceeds of £35.7m and saw strong support from a
combination of new investors and existing shareholders.
o The additional net proceeds from the equity raise will be used to fund the
continued execution of Pinewood's growing pipeline of opportunities, as
outlined at the Capital Markets Day on 24 October 2024.
o The acquisition completed on 4 March 2025 and is expected to be
significantly earnings accretive by FY26.
Outlook
· Our priority in the UK in FY25 is to begin system implementations
with Marshalls and Global Auto Holdings. Having strengthened our sales team,
we will look to add more Top 100 dealer groups to our customer base.
· Outside the UK, the geographies identified at our Capital Markets
Event in H2 2024 are our priority, namely, North America, Central Europe,
Japan and Southeast Asia and South Africa.
· Roll-out of new user experience a key focus for 2025
· The Board remains confident in prospects for the Group and expects
underlying profit before tax for the full year to be in line with current
market expectations (1).
· Previous guidance of £30m of underlying EBITDA in FY27 increased
to 'mid to high £30 millions'
(1) Current average analyst consensus underlying profit before tax for FY25 is
£11.0m
Bill Berman, Chief Executive Officer of Pinewood Technologies Group PLC, said:
"Pinewood has made a strong start to life as a standalone software business. A
key priority this year was the implementation of our system into Lithia's UK
network, and I'm pleased this project has been completed successfully, driving
up our total users and revenues. On top of this we delivered major customer
wins, most notably with Marshalls, while maintaining a low level of churn
thanks to the quality of our service.
"Since the close of the financial year, our positive momentum has continued
with the announcement of our largest ever contract with Global Auto Holdings,
the acquisition of Seez, and our significantly oversubscribed equity raise.
This year will see us focus on implementing our market-leading system with our
new customers in the UK, driving growth in our key international geographies
and continuing to prepare for our roll-out in the US through our 'joint
venture' with Lithia. Trading in the current year has started well, and we
remain highly confident in the opportunities ahead for Pinewood."
Conference call and presentation
A presentation for sell-side analysts will be held at 9.00am (BST) today and
this will be followed by a Q&A session with the management team. Please
use the following link to register and to join the livestream of the
presentation:
https://brrmedia.news/PINE_FY_24
(https://eur02.safelinks.protection.outlook.com/?url=https%3A%2F%2Fbrrmedia.news%2FPINE_FY_24&data=05%7C02%7Collie%40pinewood.ai%7Cc6ec25ae504747fb226708dd70508a6c%7C02c6ce8680c04c2bb4f3d724d07daacd%7C0%7C0%7C638790213411738259%7CUnknown%7CTWFpbGZsb3d8eyJFbXB0eU1hcGkiOnRydWUsIlYiOiIwLjAuMDAwMCIsIlAiOiJXaW4zMiIsIkFOIjoiTWFpbCIsIldUIjoyfQ%3D%3D%7C0%7C%7C%7C&sdata=pXgYS4bvXjaJ60iEmhax%2B6Z7T9L04RbzXsFRxkSaU0U%3D&reserved=0)
A webcast replay of the presentation will be made available on Pinewood's
website later in the day. The webcast will be published on:
https://pinewood.ai/investors/results/
(https://pinewood.ai/investors/results/)
For further enquiries please contact:
Pinewood Technologies Group PLC InvestorRelations@Pinewood.AI
Bill Berman (Chief Executive Officer)
Ollie Mann (Chief Financial Officer)
Headland pinewood@headlandconsultancy.com
Henry Wallers Tel: 07876 562436
Jack Gault Tel: 07799 089357
Chief Executive's Review
I am delighted to report such a strong first period for Pinewood as a
standalone pure-play cloud-based software business. Not only have we
delivered a robust set of results during FY24, reflecting our strong growth in
the period, but the business has been strategically transformed during 2024
and early 2025. We are confident that we are now well-positioned to grow
significantly over the next few years, as we look to expand our global
customer base and develop the functionality of our technology.
Pinewood is a unique proposition. It is a business with over two decades of
industry experience, we are the proud partner to over 50 OEM brands worldwide
and our system is active in 21 countries with over 35,000 users. We have deep
customer relationships with high levels of user loyalty, with an average churn
rate of less than c.2% in the past 3 years, and this translates to recurring
revenues of c.85%. Despite this long history and broad international
footprint, the business still has the mentality and nimbleness of a start-up
and we are hugely energised by the opportunities we see ahead of us.
The global DMS and software market serving the automotive industry is
fragmented and we are well positioned to benefit from this. There is a huge
opportunity globally and in particular in North America where the Total
Addressable Market for automotive systems is $6.5 billion.
Our first period as a standalone company has seen us to begin to lay the
foundations to fully access the growth potential we believe exists within the
business by strengthening our brand and proposition. Alongside our Strategy
Update at our Capital Markets Day in October, we launched our reinvigorated
customer-facing brand identity under the banner of Pinewood.AI (Automotive
Intelligence®). This has further strengthened our go-to-market function, as
it is a brand identity that corresponds with our ambitions and it positions us
as a leading automotive retail ecosystem. The recent acquisition of Seez also
further enhances this positioning and technical capability within the Group.
An upgraded user experience (UX) for all Pinewood system customers will be
launched during 2025. Development work on this new UX has taken place over
the last few years and this is a key next step in the evolution of the
Pinewood system.
One of our key priorities during FY24 has been to deliver best-in-class
implementations of our system into the Lithia UK dealers. It is testament to
the huge efforts made by our teams that the feedback we have had from Lithia
has been excellent. Time and again, our teams have gone the extra mile to
ensure the implementations have gone as seamlessly as possible, while our
software development and product teams have worked relentlessly to enhance
what is already a best-in-class automotive retail ecosystem.
We recognise that maximising system functionality has to be done alongside
maintaining as secure an environment as possible. We continue to invest
heavily in enhancing our platform architecture and cyber security.
While the primary driver for our increase in users to c.35,200 was the Lithia
UK implementation, we have also had new customer wins in the UK and our
international markets. Crucially, we have kept our average net user churn to
c.1% during FY24 which is testament to the market leading product we have.
One of the key milestones this year was signing a five year contract with
Marshall Motor Group in October 2024, which will be the first non-associated
major dealership group in the UK to implement Pinewood systems into all of its
dealerships. This momentum was continued post-period in February 2025, when
we signed a five-year contract with Global Auto Holdings to implement the
Pinewood system into their dealerships across the UK, North America and
Scandinavia, the largest non-associated dealership group to adopt the platform
so far. We are excited to be working with these leading retailers, and this
has meant that we have already achieved the target set out at our Capital
Markets Event in October 2024, to sign two more of the UK's Top 20 retailers
in 2025.
As further laid out at the Capital Markets Event, we are focusing our growth
on a number of key geographies around the world. As well as expanding our UK
customer base, we are committed to maximising growth in central Europe, Japan
and Southeast Asia and South Africa. We have a number of opportunities in
these areas and will look to capitalise on them during 2025.
At the same time, we will continue to develop our system in readiness for
roll-out into the key North American market. I have been pleased with the
progress we have made in the last year in both developing relationships and
beginning integration work with Key North American OEMs and other third party
'layered app' providers. We remain confident that we are on course to pilot
the Pinewood system in Lithia's US stores in the second half of 2025, with a
view to beginning the full rollout into North America in 2026. In addition,
Pinewood is exploring options to potentially assume majority control of the
'joint venture' to significantly enhance its value proposition to other North
American dealers.
In March 2025 we completed the acquisition of Seez, a leading AI and Machine
Learning automotive company which offers a wide range of products including AI
chatbots. Historically, Pinewood has developed all technology in-house, but
the acquisition was a compelling opportunity on many levels. The opportunity
in AI automotive technology is enormous and the acquisition of Seez gives us
scale and technical capabilities that would have taken many years and
significant investment to develop. We have already begun integrating Seez's
technology into Pinewood's infrastructure following our initial strategic
investment in September 2024, and therefore expect full integration to be
straightforward. We think this is a key moment for Pinewood and will act as a
springboard for us to cement our position as a market leader globally. The
significantly oversubscribed equity raise that funded the Seez acquisition was
an important vote of confidence from both existing and new shareholders in our
strategy and the opportunity this deal opens up.
We continue to look to maximise growth for our shareholders, both through
expanding our user base but also through selling vertically to existing
customers, as we develop more products. The Board remains confident in the
prospects for the Group and expects underlying profit before tax for the full
year to be in line with current market expectations.
Bill Berman
Chief Executive
1 April 2025
Operating and Financial Review
Revenue and gross profit include intercompany amounts.
£m H1 FY24 H2 FY24 FY24 H1 FY23 H2 FY23 FY23 Change
%
Revenue including intercompany amounts(1) 16.1 15.1 31.2 14.5 17.5 32.0 (2.5)%
Gross Profit including intercompany amounts(1) 14.5 13.7 28.2 12.9 15.6 28.5 (1.1)%
Gross margin rate 90.1% 90.7% 90.4% 89.0% 89.1% 89.1% 1.3%
Underlying Administrative Expenses including intercompany amounts(1) (10.5) (9.3) (19.8) (8.3) (10.2) (18.5)
7.0%
Underlying Operating Profit(1) 4.0 4.4 8.4 4.6 5.4 10.0 (16.0)%
(1) This is an Alternative Performance Measure (APM) - see note 6
Note: FY24 is an 11 month period ended 31 December 2024 and FY23 is a 13 month
period ended 31 January 2024. H1 FY24 is the 6 month period ended 31 July
2024 and H1 FY23 is the 6 month period ended 30 June 2023.
There was no intercompany revenue, gross profit or underlying administrative
expenses in FY24. Some of the key financials for FY23 can be seen below:
£m Intercompany Contribution Contribution from external customers Group Total
Revenue including intercompany amounts(1) 7.5 24.5 32.0
Gross Profit including intercompany amounts(1) 6.7 21.8 28.5
Underlying administrative expenses including intercompany amounts(1) (2.4) (16.1) (18.5)
( )
(1) Unaudited. These are Alternative Performance Measures (APM) - see note 6
Operating Review
Pinewood is a software business that provides an automotive retail ecosystem
in the UK and 20 other countries worldwide. Pinewood provides Software as a
Service ("SaaS") with the majority of revenue being recurring.
The automotive system market for Franchised Motor Dealers is estimated to be
worth at least £100 million in the UK. Two providers dominate the UK market,
one of which is Pinewood. The global automotive system market is highly
fragmented with over 50 different providers within Europe alone. In North
America, the market for what are called Dealer Management Systems (DMS) is
£2.4 billion. In addition in North America, the market for complimentary
add-on products such as CRMs and service tools is worth an additional £4.1
billion. All of this North American market is an opportunity for Pinewood.
Pinewood's unique approach to the market is characterised by:
· a single ecosystem which is deployed globally with continuous
software updates
· a cloud-based solution which is highly secure and feature-rich
· focus on strong manufacturer partnerships and supporting dealer
profitability; and
· commitment to using the latest technology to reshape motor retail
Pinewood was an early adopter of the SaaS business model and has focused on
developing recurring revenue streams. Today, c.85% of Pinewood's revenues are
on a recurring basis.
During FY24, overall user numbers increased by 2,100 users (6.3% increase) to
35,200. 1,700 of the user increase was due to the combined impact of the
roll-out of the Pinewood system into the (ex-Jardine Motor Group) Lithia UK
stores as well as the closure of a number of Lithia UK stores. New customers
added 700 users in FY24 and there was net churn of 300 users in Pinewood's
existing customer base. This very low net churn of just 1.1% reflects the
'stickiness' of the Pinewood system.
A key financial KPI for Pinewood is the amount of development expenditure.
In FY24 Pinewood increased its investment in the system with £9.0m of
development expenditure of which £7.4m was capitalised (82% capitalisation
rate). The main focuses for the development team during FY24 were
'hyperscale' system development to ensure the system is ready for deployment
in North America, working on a new customer user interface which will be
launched in FY25 and ongoing investment in platform architecture and
security. Other key financial KPIs are Underlying Operating Profit,
Underlying Profit Before Tax and Underlying EBITDA. A key non-financial KPI
used by the Group is the number of employees in the development and product
teams. At the end of FY24, there were 172 employees in the development and
product teams, compared to 137 employees in the development and product teams
at the end of FY23.
The five year contract signed in October 2024 with Marshall Motor Group to
implement Pinewood systems into their stores was a highly significant moment
for Pinewood, with Marshalls being one of the leading automotive retailers in
the United Kingdom. Their scale, with c.120 dealerships as well as the other
businesses in their wider Group including cinch, BCA and webuyanycar make them
a unique and valued customer. The contract represents the first
non-associated major dealership group in the UK to adopt the Pinewood product
suite following the recent Lithia UK implementation.
Financial Review
11m period comparison 13m period ended 31 January 2024 (FY23)
£m 11m period ending 31-Dec-24 (FY24) - Continuing operations 11m period ending 31-Dec-23 - Continuing operations (1 2) Variance Continuing operations Discontinued operations Total
Revenue 31.2 27.1 15.1% 24.5 4,318.0 4,342.5
Gross Profit 28.2 24.2 16.5% 21.8 485.4 507.2
Underlying Operating Profit 8.4 8.5 (1.2)% 10.0 147.6 157.6
Underlying Profit Before Tax 8.5 8.5 - 9.9 - 9.9
Profit Before Tax 8.2 8.2 - 9.9 81.9 91.8
Underlying EBITDA 14.0 13.1 6.9% 15.6 - 15.6
(1) Unaudited results for the 11 month period ended 31 December 2023.
(2) In FY23, Pinewood was part of Pendragon PLC and therefore intercompany
revenue received from Pendragon PLC was eliminated on consolidation in FY23 -
see above.
The pro-forma financial information above has been given to provide a like for
like comparison of results for the current and prior periods. The 2
adjustments made are as follows:
- The comparative 13 month period has been adjusted to show only the
comparable 11 month period.
- In the comparative 11 month period revenue of £6.3m arose from Pendragon
PLC. As Pinewood was part of the same group in that period, this revenue was
eliminated on consolidation. This revenue has been added back in the
comparative pro-forma information above.
Comparing the 11 month periods ended 31-Dec-24 and 31-Dec-23, revenue
increased by 15.1%, gross profit increased by 16.5% and underlying profit
before tax was flat at £8.5m in both periods.
Revenue increased from £24.5m in FY23 to £31.2m in FY24 and gross profit
increased from £21.8m in FY23 to £28.2m in FY24.
£27.0m of the FY24 revenue of £31.2m was recurring (86.5%). Underlying
profit before tax decreased from £9.9m in FY23 to £8.5m in FY24.
Total revenues including intercompany revenue decreased by 2.5% to £31.2m
compared to FY23. This was due to FY24 being an 11 month period and FY23
being a 13 month period.
Gross profit including intercompany gross profit decreased by 1.1% to £28.2m.
The gross margin increased by 130bps to 90.4% in FY24, as a series of measures
to make our cloud hosting as efficient as possible have been put in place.
Underlying administrative expenses in FY24 increased by £8.0m compared to
FY23 to £19.8m. In FY23, there were £6.7m of intercompany administrative
expenses and in FY24 this was nil. In FY24 the amortisation charge of £5.0m
made up approximately a quarter of administrative costs. The majority of
Pinewood's administrative expenses are resource costs and during FY24,
headcount was 'right-sized' to ensure the business had the necessary resource
to deliver the stretching future growth plans.
As a result of these movements, underlying operating profit was £8.4m, a
decrease of 16.0% compared to FY23.
There was a non-underlying loss before tax of £0.3m (FY23: nil). This
consisted of restructuring and transition costs following the sale of the UK
Motor and Leasing businesses to Lithia of £2.2m, transaction costs following
the sale of the UK Motor and Leasing businesses to Lithia of £0.9m, share
based payments of £1.0m, interest receivable of £4.3m earned on cash held
prior to a special dividend payment and £0.5m of loss from the group's share
of the result from the 'joint venture' (Pinewood North America, LLC).
Group net assets were £39.0m at 31 December 2024 (31-Jan-2024: £360.4m),
with the main balances being a £9.6m investment in associate (31-Jan-2024:
£nil), £16.3m of capitalised software intangibles (31-Jan-2024: £13.8m),
£21.4m of trade and other receivables (31-Jan-2025: £421.8m), £9.3m of cash
(31-Jan-2024: £47.4m), £11.0m of trade and other payables (31-Jan-2024:
£23.0m) and £7.6m of deferred income (31-Jan-2024: £6.5m).
Cash at the start of FY24 was £47.4m and the main movements to arrive at the
£9.3m at the end of FY24 were £395.4m received from Lithia for the sale of
the ex-Pendragon dealerships and leasing business, a £93.0m loan repayment,
£30.0m from issuing share capital and a £358.4m special dividend paid to
shareholders. The software intangible increased during the period as more
development work was capitalised.
CONSOLIDATED INCOME STATEMENT
FOR THE 11 MONTH PERIOD ENDED 31 DECEMBER 2024
11m period ended 31 December 2024 Underlying 11m period ended 31 December 2024 Non-underlying* 11m period ended 31 December 2024 13m period ended 31 January 2024 Underlying 13m period ended 31 January 2024 Non-underlying 13m period ended 31 January 2024
FY24 FY24 Total FY23 FY23 Total
FY24 FY23
Note £m £m £m £m £m £m
Continuing Operations
Revenue 31.2 - 31.2 24.5 - 24.5
Cost of sales (3.0) - (3.0) (2.7) - (2.7)
Gross profit 28.2 - 28.2 21.8 - 21.8
Administrative expenses (19.8) (4.1) (23.9) (11.8) - (11.8)
Operating profit / (loss) 8.4 (4.1) 4.3 10.0 - 10.0
Finance expense (0.3) - (0.3) (0.1) - (0.1)
Finance income 0.4 4.3 4.7 - - -
Share of loss in associate - (0.5) (0.5) - - -
Profit / (loss) before taxation 8.5 (0.3) 8.2 9.9 - 9.9
Income tax expense (2.1) (0.4) (2.5) (1.6) - (1.6)
Profit / (loss) for the period from continuing operations 6.4 (0.7) 5.7 8.3 - 8.3
Discontinued Operations
Profit / (loss) for the period from discontinued operations, net of tax ** - - - - 73.4 73.4
Profit / (loss) for the period 6.4 (0.7) 5.7 8.3 73.4 81.7
Earnings per share - Total ***
Basic earnings per share 5.1p 55.2p
Diluted earnings per share 5.1p 55.2p
Earnings per share - Continuing Operations ***
Basic earnings per share 5.1p 5.6p
Diluted earnings per share 5.1p 5.6p
* See note 5.
** The discontinued operations in the 13m period to 31 January 2024 is in
respect of the Group's motor and leasing businesses.
*** Diluted EPS for the 13 m period ended 31 January 2024 has been restated,
see note 2.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE 11 MONTH PERIOD ENDED 31 DECEMBER 2024
11m period ended 13m period ended
31 Dec 2024 31 Jan 2024
£m £m
Profit for the period 5.7 81.7
Other comprehensive income/(expense)
Items that will never be reclassified to profit and loss:
Defined benefit plan remeasurement (losses) and gains - (11.3)
Income tax relating to defined benefit plan remeasurement (losses) and gains - 2.3
- (9.0)
Items that are or may be reclassified to profit and loss:
Foreign currency translation differences of foreign operations 0.1 (0.1)
0.1 (0.1)
Other comprehensive income for the period, net of tax 0.1 (9.1)
Total comprehensive income for the period 5.8 72.6
Total comprehensive income for the period attributable to equity shareholders
of the Group arises from:
Continuing operations 5.8 8.2
Discontinued operations - 64.4
5.8 72.6
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE 11 MONTH PERIOD ENDED 31 DECEMBER 2024
Share Share Capital redemption reserves Other Translation reserve Retained earnings Total
capital
premium
£m
reserves
£m
£m
£m
£m
£m
£m
Balance at 1 January 2023 69.9 56.8 5.6 12.6 0.5 135.6 281.0
Total comprehensive income for 13m period ended 31 January 2024
Profit for the period - - - - - 81.7 81.7
Other comprehensive expense for the period, net of tax - - - - (0.1) (9.0) (9.1)
Total comprehensive income for the period - - - - (0.1) 72.7 72.6
Issue of ordinary shares* 3.3 - - - - (3.3) -
Share based payments - - - - - 5.9 5.9
Reserve realised due to re-organisation - - - (12.6) - 12.6 -
Income tax relating to share based payments - - - - - (0.1) (0.1)
EBT consideration on repurchased shares - - - - - 1.0 1.0
Balance at 31 January 2024 73.2 56.8 5.6 - 0.4 224.4 360.4
Balance at 31 January 2024 73.2 56.8 5.6 - 0.4 224.4 360.4
Total comprehensive income for 11m period ended 31 December 2024
Profit for the period - - - - - 5.7 5.7
Other comprehensive expense for the period, net of tax - - - - 0.1 - 0.1
Total comprehensive income for the period - - - - 0.1 5.7 5.8
Issue of ordinary shares 13.9 16.1 - - - - 30.0
Share based payments - - - - - 1.0 1.0
Income tax relating to share based payments - - - - - 0.2 0.2
Dividends paid - - - - - (358.4) (358.4)
Balance at 31 December 2024 87.1 72.9 5.6 - 0.5 (127.1) 39.0
*During the 13 month period to 31 January 2024, 65,979,118 ordinary shares
were issued at par value for proceeds of £3.3m. These shares were
subsequently acquired by the EBT in order to satisfy pending share awards.
CONSOLIDATED BALANCE SHEET
AT 31 DECEMBER 2024
Note 31 Dec 2024 31 Jan 2024
£m
£m
Non-current assets
Property, plant and equipment 1.7 1.1
Goodwill 0.3 0.3
Investment in associate 9.6 -
Other investments 3.2 -
Other intangible assets 16.3 13.8
Total non-current assets 31.1 15.2
Current assets
Trade and other receivables 21.4 421.8
Current tax assets - 0.3
Cash and cash equivalents 3 9.3 47.4
Total current assets 30.7 469.5
Total assets 61.8 484.7
Current liabilities
Interest bearing loans and borrowings 4 - (93.0)
Lease liabilities 4 (0.7) (0.4)
Trade and other payables (11.0) (23.0)
Deferred income (7.6) (6.5)
Current tax payable (0.1) -
Total current liabilities (19.4) (122.9)
Non-current liabilities
Interest bearing loans and borrowings 4 (0.2) (0.2)
Lease liabilities 4 (0.7) (0.6)
Deferred tax (2.5) (0.6)
Total non-current liabilities (3.4) (1.4)
Total liabilities (22.8) (124.3)
Net assets 39.0 360.4
Capital and reserves
Called up share capital 87.1 73.2
Share premium account 72.9 56.8
Capital redemption reserve 5.6 5.6
Other reserves - -
Translation reserve 0.5 0.4
Retained earnings (127.1) 224.4
Total equity attributable to equity shareholders of the Company 39.0 360.4
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE 11 MONTH PERIOD ENDED 31 DECEMBER 2024
Note 11m period ended 13m period ended
31 Dec 2024 31 Jan 2024
£m
£m
Cash flows from operating activities
Profit for the period 5.7 81.7
Adjustment for taxation 2.5 10.1
Share of result of associate 0.5 -
Adjustment for net finance (income)/expense (4.4) 65.8
4.3 157.6
Depreciation and amortisation 5.6 30.7
Share based payments 1.0 5.9
Profit on disposal of own shares by EBT - 0.5
Profit on sale of business and property, plant and equipment - (41.8)
Contribution into defined benefit pension scheme - (14.2)
Changes in inventories - 38.5
Changes in trade and other receivables (4.7) (45.9)
Changes in trade and other payables (1.3) 39.7
Movement in contract hire vehicle balances - (57.3)
Cash generated from operations 4.9 113.7
Net taxation paid (0.1) (6.6)
Bank and stocking interest paid (0.1) (45.4)
Bank interest received 4.5 1.9
Lease interest paid (0.1) (16.2)
Finance lease interest received - 1.0
Net cash inflow from operating activities 9.1 48.4
Cash flows from investing activities
Proceeds from sale of business net of fees paid 395.4 1.3
Fees paid in advance of business completion on business disposal to Lithia - (6.6)
Cash disposed as part of business disposal - (15.3)
Purchase of property, plant, equipment and intangible assets (7.5) (40.2)
Proceeds from sale of property, plant, equipment and intangible assets - 11.0
Receipt of lease receivables - 2.4
Investment in associate (10.0) -
Other investments (3.2) -
Net cash inflow/(outflow) from investing activities 374.7 (47.4)
Cash flows from financing activities
Payment of lease liabilities (0.5) (19.0)
Repayment of loans (93.0) (4.0)
Proceeds from issue of share capital 30.0 -
Payment of dividend (358.4) -
Net cash outflow from financing activities (421.9) (23.0)
Net (decrease)/increase in cash and cash equivalents (38.1) (22.0)
Cash and cash equivalents at start of period 47.4 69.4
Cash and cash equivalents at 31 December 2024 / 31 January 2024 3 9.3 47.4
NOTES
1. Basis of Preparation
Pinewood Technologies Group PLC (the 'Group') is domiciled in England. The
address of the Group's registered office is 2960 Trident Court, Solihull
Parkway, Birmingham Business Park, Birmingham. B37 7YN . These condensed
consolidated financial statements of the Group as at and for the period ended
31 December 2024 consist of the consolidation of the financial statements of
the Group and its subsidiaries and the Group's interest in jointly controlled
and associated entities.
These condensed consolidated financial statements have been prepared in
accordance with UK adopted International Accounting Standards (IAS). They do
not include all the information required for full annual statements and should
be read in conjunction with the FY24 Annual Report.
The Board of Directors approved the condensed consolidated financial
statements on 1 April 2025. They are not statutory accounts within the meaning
of section 435 of the Companies Act 2006.
The Group's financial statements for the period ended 31 Deecmber 2024 were
approved by the Board on 1 April 2025. They have been reported on by the
Group's auditors and will be delivered to the registrar of companies in due
course. The report of the auditors was (i) unqualified, (ii) did not include a
reference to any matters to which the auditors drew attention by way of
emphasis without qualifying their report, and (iii) did not contain a
statement under section 498(2) or (3) of the Companies Act 2006.
The comparative figures for the financial period ended 31 January 2024 have
been extracted from the statutory accounts for that financial year. Those
accounts have been reported on by the Group's auditor. The report of the
auditor (i) was unqualified and (ii) did not include a reference to any
matters to which the auditor drew attention by way of emphasis without
qualifying their report.
Going concern
The Directors are, at the time of approving the financial statements,
satisfied that the Group has adequate resources to continue in operational
existence for the foreseeable future. Thus, they continue to adopt the going
concern basis of accounting in preparing the financial statements. The
Directors have considered the potential impact of a 10% reduction in revenue.
The Group meets its day-to-day working capital requirements from operating in
a net cash position and being a highly cash generative business. The Group is
forecasting a cash inflow of £15.1m in FY24. The Group also has access to a
£10m RCF, which expires in February 2027.
In the context of the above, the directors have prepared cash flow forecasts
for the period to 31 December 2026 which indicate that, taking account of
reasonably possible downsides, the Group will have sufficient funds to meet
its liabilities as they fall due for that period. The Directors have modelled
scenarios as follows:
1. A base cash flow forecast. The 2025 figures in this forecast are based on
the Group's FY25 budget, which reflect current run-rates and expected
strategic improvements. The 2026 figures in the base cash flow forecast are
based on the 2025 budget.
2. A severe, but plausible downside scenario. The directors have also
prepared a sensitised forecast which considers the impact of a 10% reduction
in revenue when compared to the base case. In this scenario, the Group would
remain cash generative.
The Directors are mindful of the potential impacts to macro-economic
conditions but after assessing the risks do not believe there to be a material
risk to going concern.
Based on the above, the directors are confident that the Group and Company
will have sufficient funds to continue to meet its liabilities as they fall
due for at least 12 months from the date of approval of the financial
statements, and therefore the directors believe it remains appropriate to
prepare the financial statements on a going concern basis.
Adoption of new and revised standards
A number of new standards, amended standards and interpretations are effective
for annual periods beginning after 1 January 2025 and earlier application is
permitted; however, the Group has not early adopted the new or amended
standards in preparing these consolidated financial statements. The adoption
of the following new standards, amended standards and interpretations is not
expected to have a material effect on the accounts, with the possible
exception of IFRS18, the impact of which is currently being evaluated.
· FRS S1 General Requirements for Disclosure of
Sustainability-related Financial Information and IFRS S2 Climate-related
Disclosures (subject to UK endorsement).
· Amendments to the Classification and Measurement of Financial
Instruments - Amendments to IFRS 9 and IFRS 7 (effective date 1 January 2026,
subject to UK endorsement).
· IFRS 18 'Presentation and Disclosure' in Financial Statements
(effective date 1 January 2027, subject to UK endorsement).
· Amendments to IAS 21 The Effects of Changes in Foreign Exchange
Rates: Lack of Exchangeability (effective date 1 January 2025)
2. Earnings per share
11 month period ended 11 month period ended 13 month period ended 13 month period ended
31 Dec 2024 31 Dec 2024 31 Jan 2024* 31 Jan 2024
Earnings per share calculation Earnings per share Earnings total Earnings per share Earnings total
Pence £m Pence £m
Basic earnings per share from continuing operations 5.1 5.7 5.6 8.3
Basic earnings per share from discontinued operations - - 49.6 73.4
Basic earnings per share 5.1 5.7 55.2 81.7
Diluted earnings per share from continuing operations 5.1 5.7 5.6 8.3
Diluted earnings per share from discontinued operations - - 49.6 73.4
Diluted earnings per share 5.1 5.7 55.2 81.7
The calculation of basic, adjusted and diluted earnings per share is based on
the following number of shares in issue (millions):
11 month period ended 13 month period ended
31 Dec 2024 31 Jan 2024
Number Number
Weighted average number of ordinary shares in issue 111.4 147.9
Weighted average number of dilutive shares under option - -
Weighted average number of shares in issue taking account of applicable 111.4 147.9
outstanding share options
Non-dilutive shares under option 2.5 -
*Restated to adjust for the effects of the share consolidation and special
dividend announced in April 2024.
3. Cash and cash equivalents
Carrying value & fair value Carrying value & fair value
31 Dec 2024 31 Jan 2024
£m
£m
Bank balances and cash equivalents 9.3 47.4
Cash and cash equivalents in the Balance Sheet 9.3 47.4
Bank overdrafts repayable on demand and used for cash management in the - -
Balance Sheet
Cash and cash equivalents in the statement of cash flows 9.3 47.4
Bank overdrafts reflect the aggregated overdrawn balances of Group companies
(even if those companies have other positive cash balances).
4. Summary of borrowings
Carrying value & fair value Carrying value & fair value
31 Dec 2024 31 Jan 2024
£m
£m
Non-current:
Other loan notes 0.2 0.2
Lease liabilities 0.7 0.6
Total non-current 0.9 0.8
Current:
Senior Finance Agreement (SFA) - 93.0
Lease liabilities 0.7 0.4
Total current 0.7 93.4
Total borrowings 1.6 94.2
5. Non-underlying Items
Non-underlying items are items that in management's judgement need to be
disclosed separately by virtue of their size, nature or frequency to aid
understanding of the performance for the year or comparability between
periods.
11m period ended 13m period ended
31 Dec 2024 31 Jan 2024
£m
£m
Within administrative expenses
Restructuring and transition costs following the sale of the UK Motor and (2.2) -
Leasing businesses to Lithia UK Holding Limited
Share based payments (1.0) -
Transaction costs relating to the sale of the UK Motor and Leasing businesses (0.9) -
to Lithia UK Holding Limited
(4.1) -
Other items
Interest arising on cash proceeds from the sale of the UK Motor and Leasing 4.3 -
businesses to Lithia UK Holding Limited prior to the payment of the dividend
Group share of the result from Pinewood North America, LLC (0.5) -
Total non-underlying items before tax in continuing operations (0.3) -
Non-underlying items in tax (0.4) -
Non-underlying items after tax in continuing operations (0.7) -
Non-underlying items in discontinued operations net of tax - 73.4
Total non-underlying items after tax (0.7) 73.4
6. Alternative performance measures
The Group uses a number of key performance measures ('KPI's') which are
non-IFRS measures to monitor the performance of its operations. The Group
believes these KPIs provide useful historical financial information to help
investors and other stakeholders evaluate the performance of the business and
are measures commonly used by certain investors for evaluating the performance
of the Group. The Group will the following KPIs on a consistent basis and they
are defined and reconciled as follows:
Revenue including intercompany revenue is reconciled above
Gross Profit including intercompany revenue is reconciled above
Gross Margin % - gross margin is defined as gross profit as a percentage of
revenue
Underlying administrative expenses including intercompany revenue is
reconciled above
Underlying operating profit / profit before tax - results on an underlying
basis exclude items which in management's judgement need to be disclosed
separately by virtue of their size, nature or frequency to aid understanding
of the performance for the year or comparability between periods. The
non-underlying results are shown separately on the face of the consolidated
income statement to reconcile from the underlying to total results. The
details of the non-underlying items including their tax impact are shown in
note 5.
Underlying EBITDA - underlying interest before interest, tax, depreciation and
amortisation
Underlying EBITDA - reconciliation 11m period ended 13m period ended
31 Dec 2024 31 Jan 2024
£m
£m
Underlying operating profit 8.4 10.0
Depreciation and amortisation 5.6 5.6
Underlying EBITDA 14.0 15.6
7. Post balance sheet events
On 14 February 2025 the Group entered into a five year contract with Global
Auto Holdings Plc to implement the Pinewood Automotive Intelligence platform.
In recognition of the significant scale of this contract, Pinewood has issued
warrants to an affiliate of Global Auto Holdings in respect of a maximum of
6,098,093 ordinary shares up to an equivalent of 7% of the current issued
share capital of Pinewood, which shall be exercisable at a strike price of
330.0p in tranches subject to the satisfactory completion of the installation
of the Pinewood Automotive Intelligence platform.
On 19 February 2025, the Group entered into a new 5 year lease on its London
office with a break clause in December 2025 and an annual rent of £0.1m.
On 21 February 2025, the Group announced the results of an equity fundraise by
way of a cash placing to institutional investors, a separate retail offer, and
direct subscriptions to the Company. In total, 11,325,031 new ordinary shares
of £1.00 each in the Company were subscribed for at a price of 315 pence per
share. Total gross proceeds from the fundraise were £35.7m.
On 25 February 2025, the Group's shares commenced trading on the OTCQX® Best
Market ("OTCQX") in the U.S under the symbol "PINWF". The Company's ordinary
shares will continue to trade on the main market of the London Stock Exchange.
No new ordinary shares will be issued as part of the commencement of trading
on OTCQX.
On 4 March 2025, the acquisition of Seez App Holding Limited, an automotive AI
& ML SaaS platform, completed for a total consideration of $42 million
(totaling £33.3 million), with £22.8 million payable in cash to certain
sellers on completion of the acquisition, £3.9 million payable on completion
of the acquisition to the holders of certain ESOP options over shares in the
capital of Seez and which will be cash-cancelled at completion of the
acquisition, and the balance, £6.6 million, paid through the issue of
2,098,633 new ordinary shares of £1.00 in the Company to certain sellers. As
a result, the Group now has 100,539,286 Ordinary Shares in issue. The initial
fair value exercise has not been performed given the timing of the
transaction. Details of the acquisition accounting will be included in the
FY25 interim results. The acquisition is expected to be significantly earnings
accretive by FY26, being the first full year under Pinewood's ownership.
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