REG - Pinewood Tech Gp PLC - Half year results for the 6 months to 30 June 2025
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RNS Number : 5238A Pinewood Technologies Group PLC 24 September 2025
Pinewood Technologies Group PLC
Half year results for the 6 months to 30 June 2025
A transformational period, reflecting strong strategic & financial progress
· Acquisition of Seez enhances AI capabilities and product suite
· Full ownership of Pinewood North America LLC supports Pinewood.AI's growth ambitions in key market
· New FY28 underlying EBITDA target of £58-62m
Pinewood Technologies Group PLC ("Pinewood.AI" or the "Group", LSE: PINE), a leading pure-play cloud-based software business providing innovative retail solutions to the automotive industry, today announces its financial results for the 6 months ended 30 June 2025.
Group Financial Summary
£m, unless stated 6m period ended 30 June 2025 (H1 FY25) 6m period ended 31 July 2024 (H1 FY24) % Change
Revenue 19.6 16.1 21.7%
Gross Profit 17.0 14.5 17.2%
Underlying EBITDA 7.9 6.9 14.5%
Underlying Profit Before Tax 4.4 4.0 10.0%
Underlying Operating Profit 4.1 4.0 2.5%
Cash 30.3 13.0 133.1%
Financial Highlights
· Revenue up 21.7% to £19.6m (H1 FY24: £16.1m), driven by
increased client spend and the successful integration of the Seez AI solution.
· Recurring revenue increased to £16.8m in H1 HY25 (representing
85.7% of total revenue).
· Gross profit up 17.2% to £17.0m (H1 FY24: £14.5m), with a gross
profit margin of 86.7%.
· Underlying EBITDA up 14.5% to £7.9m (H1 FY24: £6.9m), with an
underlying EBITDA margin of 40.3%.
· Modest dilution of gross profit margins and EBITDA margins
following the acquisition of Seez, in line with expectations.
· H1 FY25 underlying profit before tax of £4.4m up 10.0% (H1 FY24:
£4.0m).
· Cash of £30.3m up from £13.0m at 31 July 2024, reflecting the
oversubscribed equity placing, strong cash conversion and final settlement
of tax balances arising from the sale of the motor group.
Operational Highlights
· Net user churn (excluding Lithia) remained minimal at 0.3% in H1
FY25.
· Successful phased launch of new user experience (UX) in H1 2025;
early customer feedback strong.
· Acquisition of outstanding 90.9% ownership in market-leading
automotive AI company, Seez, for US$42m which was announced in February 2025
and funded by an oversubscribed equity fundraise.
o The acquisition further strengthens Pinewood.AI's expertise and product
suite, particularly in the delivery of AI-powered chatbots.
· On 29 April 2025, the Company announced a five-year contract with
Volkswagen Group Japan to implement the Pinewood.AI platform into all c.350
Volkswagen and Audi dealers in Japan.
· Officially entered North America in May 2025, as we extended our
network of Porsche dealers with a successful installation in Canada. This was
enabled by the development of new, internationally deployable, manufacturer
interfaces.
· Wider North American roll-out preparation progressing well:
o Engagement with majority of OEMs represented by Lithia as well as third
party layered app providers, with integration work underway
o Pinewood.AI product team continuing to enhance system for North American
customer specific needs
o On track for pilot in two Lithia US stores in Q4 FY25, with the wider
roll-out to Lithia US stores starting in mid-FY26
o New North American headquarters opened in Florida during June 2025, with
recruitment of North America team underway
· On 6 June 2025, Pinewood.AI announced it had entered into an
agreement to buy out Lithia of its 51 per cent stake in Pinewood North America
LLC for $76.5m, subject to shareholder approval, which was received on 30 June
2025.
· Pinewood.AI also announced that it has entered into a five-year
contract with Lithia to roll out the Pinewood.AI platform in North America.
By the end of 2028, this contract is expected to generate an estimated $60m of
revenue per year.
Post-Period End Updates
· On 7 July 2025, Pinewood.AI announced it had agreed to acquire key
customer contracts from its South African reseller for £2.5m. The acquisition
completed on 1 August 2025 and is expected to add approximately £0.5m to
£0.7m of incremental annual EBITDA.
· The implementation of the Pinewood.AI platform across Lookers'
dealerships commenced on 21 July 2025 and is progressing well.
· On 31 July 2025, Pinewood.AI announced that the agreement to buy
out Lithia of its 51 per cent stake in Pinewood North America LLC had
completed.
· Agreement with Porsche Japan in September 2025 to commence
implementation of the Pinewood system in all Porsche Centres in the country.
Outlook
· Pinewood.AI has made significant progress against the strategic
priorities that were outlined at its 2024 Capital Markets Day and the size of
the available opportunity remains vast.
· The Group's priority in the UK in H2 FY25 remains to continue the
system implementations with Lookers and to begin the Marshall Motor Group
("Marshall") implementation in Q1 2026. Pinewood.AI continues to look to add
more Top 100 dealer groups to our customer base in the future. In agreement
with Marshall, so that we can align the timing of a rollout of a number of IT
projects in Marshall's systems, and therefore the Pinewood integration of
systems, we have moved the start date for their implementation from Q4 2025 to
Q1 2026.
· Outside the UK, the geographies identified at the Capital Markets
Event in H2 2024 also remain the priority, namely, opportunities in North
America, Central Europe, Japan and Southeast Asia and South Africa.
· The Group is capitalising on Seez's strong regional presence to
pursue growth in the Middle East. The region has been identified as a
strategic priority.
Updated Guidance
· Prior to the buyout of Pinewood North America LLC, Pinewood.AI
recognised 51% of software development for North America as revenue and
profit. Following Pinewood.AI's buyout of Lithia's stake in Pinewood North
America LLC, there is expected to be a short-term accounting impact of
approximately £1.3m for FY25, relating to income previously recognised on
development work undertaken for the North American market.
· In addition, with the timing change of the Marshall
implementation, the Group now expects FY25 underlying EBITDA to be
£15.5-16.0m.
· Pinewood.AI has introduced new medium-term FY28 guidance,
targeting underlying EBITDA of £58-62m. This is underpinned by strong
visibility from existing contracts and a significant pipeline of
opportunities.
Bill Berman, Chief Executive Officer of Pinewood Technologies Group PLC, said:
"This has been another half of great progress for Pinewood.AI, delivering on
our strategic objectives and positioning the business for continued
accelerated growth. Our strong year-on-year performance reflects the
onboarding of major new customers and increased spend across our existing
customer base. During the period, we launched a new modern user experience
which landed well with customers, and we are fully integrating Seez's
impressive AI tools into the Pinewood Automotive Intelligence™ Platform.
Taking full ownership of Pinewood North America LLC and the contract signed
with Lithia marked major achievements in our growth strategy for this key
market. Preparations for the US roll-out continue at pace, and we remain on
track to pilot the Pinewood Automotive Intelligence™ platform later this
year.
"As a result of this positive momentum and our exciting pipeline of new
customers, I am pleased that we have been able to set an ambitious new
underlying EBITDA target of £58-62m for FY28. We are confident in the scale
of the global opportunity in the market, and we are looking forward to
delivering on this in the years ahead."
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_HY25 (https://brrmedia.news/PINE_HY25)
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 (mailto: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
The first half of 2025 has seen Pinewood.AI continue to achieve many important
milestones, making significant progress against our strategic objectives that
were set out in H2 2024. We have delivered a robust set of results in the
period, and we have also continued to position the business for accelerated
growth over the next few years.
The acquisition in March 2025 of Seez, the market-leading automotive AI
company, further strengthened Pinewood.AI's expertise and product suite. The
platform we have built represents a truly unique proposition with an unmatched
set of capabilities. We now offer a 100% cloud-based platform combined with
cutting edge AI technology, which will enable us to evolve our system in a
dynamic and flexible way.
We continue to develop our system implementations to ensure our new customers
have a best-in-class experience and can utilise the full functionality of the
Pinewood.AI platform as quickly as possible. The combination of our
experienced implementation teams working with the latest technology engineered
by our development and product teams will further enhance our already high
customer satisfaction.
Our upgraded user experience (UX) and user interface (UI) for all Pinewood.AI
system customers was successfully launched during the first half of 2025. We
will finish rolling out the new UX across the remainder of our customer base
during the rest of 2025 and early 2026. This upgraded UX will ensure that
the Pinewood.AI platform is at the forefront of automotive software for years
to come. Continual enhancement of the Pinewood.AI platform is one of the key
reasons our customer retention is so high. In H1 2025, our net user churn
(excluding Lithia) was just 0.3% which is testament to both our technical team
but also our account management team who liaise with our existing customer
base.
System security has always been at the forefront of our offering and this
remains the case. Being 100% cloud based gives us an advantage over
non-cloud operators, but we are committed to maintaining as secure an
environment as possible by investing heavily in cyber security through both
our internal teams and through external providers.
We set out our strategy at our Capital Markets Day (CMD) in October 2024 and
we are delivering on many of the targets we set out. We have signed not only
two of the top 20 auto dealer groups in the UK as customers in Marshall Motor
Group and Lookers, but two of the largest groups in the UK. We are extremely
excited about working with both of them to help take their businesses to the
next level, increasing productivity and achieving operational efficiencies
through the Pinewood.AI platform. The implementation of the Pinewood.AI
platform into Lookers' dealership network commenced on 21 July 2025 and is off
to a strong start.
Our system is now active in 36 countries, and we have targeted further growth
in the geographies highlighted at the CMD. Signing a contract with
Volkswagen Japan to roll out the Pinewood.AI system to all 350 of their
dealers in Japan was a huge step forward for us in the Asia Pacific region.
In June 2025, we announced the buyout of our South Africa reseller, which will
enable us to grow the customer base significantly in a number of countries in
Southern Africa.
Maximising product sales across our existing customer base is a core component
of our strategy. We continue to make good progress here, with enhancements
rolled out across our core offering as well as the addition of AI-driven tools
following the acquisition and integration of Seez. We have also started to
cross-sell between the existing Pinewood.AI and Seez customer bases, with good
early success here.
The final pillar of our strategy is North America, the most lucrative
automotive software market in the world. With a total addressable market of
$6.5 billion for the core automotive software products plus another $2.8
billion for related markets such as commercial vehicles software, where
Pinewood.AI already operates, the opportunity is huge. We have made good
progress engaging with all the key North American OEMs and starting to build
integrations with both the OEMs and a number of third party layered app
providers. We will begin piloting the Pinewood.AI system in two Lithia
stores in Q4 2025, where it will run alongside their existing systems. We then
expect the full rollout across the Lithia dealer estate to start during 2026.
Buying Lithia out of the North American Joint Venture in July 2025 was a key
milestone, removing the perceived 'competitor overhang' and positioning
Pinewood.AI to capture a significant share of the North American automotive
dealer software market.
We remain very excited about the potential for this business, and we were
delighted with the investor reaction to the equity fundraise we undertook
alongside the Seez acquisition. It was significantly oversubscribed and
demonstrated a strong level of interest and support from both our existing
shareholders and a number of new shareholders. The fundraise also enables
further investment into Pinewood.AI's extensive development pipeline, which
includes significantly enhancing Pinewood.AI's embedded Data and Analytics
reporting suite.
Looking ahead, we are in well progressed discussions with a number of
potential new customers in the UK and internationally. We will also continue
to look to grow our vertical sales to existing customers, as we expand our
product range. The Board's confidence in the Group's prospects is reflected
in the new medium-term FY28 guidance, targeting £58-62m of underlying EBITDA.
Bill Berman
Chief Executive
24 September 2025
Operating and Financial Review
£m 6m period ended 30 June 2025 (H1 FY25) 6m period ended 31 July 2024 (H1 FY24) Change
Revenue 19.6 16.1 21.7%
Gross Profit 17.0 14.5 17.2%
Gross margin rate 86.7% 90.1% 340bps
Underlying Administrative Expenses (12.9) (10.5)
Underlying Operating Profit 4.1 4.0 2.5%
Net finance income 0.3 - -
Underlying Profit Before Tax 4.4 4.0 10.0%
£m 6m period ended 30 June 2025 (H1 FY25) 6m period ended 31 July 2024 (H1 FY24) Change
Underlying Operating Profit 4.1 4.0 2.5%
Depreciation and Amortisation 3.8 2.9 31.0%
Underlying EBITDA 7.9 6.9 14.5%
Operating Review
Pinewood.AI is a cloud-based software business that provides an automotive
retail ecosystem in the UK and 35 other countries worldwide. Pinewood.AI
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.AI. 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 and there is also a $2.8 billion addressable market in systems for
commercial vehicles, RVs, motorbikes and boats. All of this North American
market is an opportunity for Pinewood.AI.
Pinewood.AI'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
· a focus on strong manufacturer partnerships and supporting dealer
profitability; and
· a commitment to using the latest technology to reshape motor
retail
Pinewood.AI was an early adopter of the SaaS business model and has focused on
developing recurring revenue streams. Today, c.86% of Pinewood.AI's revenues
are on a recurring basis. In H1 FY25, there was net user (excluding Lithia)
churn of 0.3%. This low net churn reflects the 'stickiness' of the
Pinewood.AI system.
In H1 FY25, Pinewood.AI increased its investment in its systems with £6.7m of
development team expenditure of which £5.2m was capitalised (78%
capitalisation rate). The main focuses for the development team during H1
FY25 were 'hyperscale' system development to ensure the system is ready for
deployment in North America, working on North American integrations with OEMs
and third party layered apps and ongoing investment in platform architecture
and security.
Financial Review
Revenue increased by 21.7% from £16.1m in H1 FY24 to £19.6m in H1 FY25 and
gross profit increased from £14.5m in H1 FY24 to £17.0m in H1 FY25.
£16.8m of the H1 FY25 revenue of £19.6m was recurring (85.7%). Underlying
profit before tax increased from £4.0m in H1 FY24 to £4.4m in H1 FY25.
The decrease in the gross margin rate from 90.1% in H1 FY24 to 86.7% was due
to the impact of the Seez acquisition, whose results were consolidated from
the start of March 2025. We have continued to implement a series of measures
to make our cloud hosting as efficient as possible, which is an area of
ongoing focus.
Underlying administrative expenses in H1 FY25 increased by £2.4m compared to
H1 FY24 to £12.9m. £0.9m of the increase related to increased software
asset amortisation charges, with the remainder primarily related to increased
resource costs.
As a result of these movements, underlying operating profit in H1 FY25 was
£4.1m, an increase of 2.5% from £4.0m in H1 FY24.
There was a non-underlying loss before tax of £4.4m (H1 FY24: £3.0m
profit). This consisted of a £1.3m loss from the group's share of the
result from the 'joint venture', Pinewood North America, LLC (H1 FY24: £0.3m
loss), one-off transaction related costs of £1.7m (H1 FY24: £1.0m), and
share-based payment costs of £1.4m (H1 FY24: nil).
Group net assets were £80.1m at 30 June 2025 (31-Jul-2024: £37.0m), with the
main balances being £31.0m of goodwill (31-Jul-2024: £0.3m), a £7.5m
investment in associate (31-Jul-2024: £9.7m), £22.7m of capitalised software
intangibles (31-Jul-2024: £14.9m), £7.2m of trade and other receivables
(31-Jul-2024: £16.6m), £30.3m of cash (31-Jul-2024: £13.0m), £9.3m of
trade and other payables (31-Jul-2024: £8.7m) and £6.7m of deferred income
(31-Jul-2024: £6.7m).
Cash at the start of FY25 was £9.3m and the main movements to arrive at the
£30.3m at the end of June 2025 were £34.0m raised by the equity fundraise in
March 2025, £25.6m paid relating to the Seez acquisition in March 2025 and
£10.0m collected from Lithia relating to the final settlement of intra-group
tax balances arising from the sale of the motor group.
CONDENSED CONSOLIDATED INCOME STATEMENT
FOR THE SIX MONTHS ENDED 30 JUNE 2025
Underlying Non-underlying Total Underlying *Restated
H1 FY25 H1 FY25 H1 FY25 H1 FY24 *Restated Non-underlying
H1 FY24 Total
H1 FY24
Note £m £m £m £m £m £m
Revenue 6 19.6 - 19.6 16.1 - 16.1
Cost of sales (2.6) - (2.6) (1.6) - (1.6)
Gross profit 17.0 - 17.0 14.5 - 14.5
Administrative expenses (12.9) (3.1) (16.0) (10.5) (1.0) (11.5)
Operating profit / (loss) 4.1 (3.1) 1.0 4.0 (1.0) 3.0
Finance expense 9 (0.2) - (0.2) (0.1) - (0.1)
Finance income 10 0.5 - 0.5 0.1 4.3 4.4
Share of loss in associate - (1.3) (1.3) - (0.3) (0.3)
Profit/(loss) before taxation 4.4 (4.4) - 4.0 3.0 7.0
Income tax expense 11 (1.2) 0.5 (0.7) (1.1) (0.9) (2.0)
Profit/(loss) for the period 3.2 (3.9) (0.7) 2.9 2.1 5.0
Earnings per share *Restated
Basic earnings per share 12 (0.7p) 3.8p
Diluted earnings per share 12 (0.7p) 3.8p
*Restatement
The Group has made adjustments to the presentation of the Consolidated Income
Statement for H1 FY24. The directors have considered it appropriate to show
the Group's share of loss in the associate on a separate line below operating
profit rather than within administrative expenses. This presentation is
consistent with the Annual Report for the period ended 31 December 2024. The
restatement did not result in any change to reported EBITDA, profit before tax
or profit after tax for H1 FY24.
The Group has made adjustments to the calculation of the weighted average
number of shares which affects the earnings per share for H1 FY24. In
accordance with IAS 33, the weighted average number of ordinary shares in both
the current and prior period has been adjusted for the effects of the share
consolidation and special dividend announced in April 2024, as well as the
equity raise completed in February 2025, see note 12.
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED 30 JUNE 2025
H1 FY25 H1 FY24
£m £m
(Loss)/profit for the period (0.7) 5.0
Other comprehensive income
Items that are or may be reclassified to profit and loss:
Foreign currency translation differences of foreign operations (1.2) -
Other comprehensive (expense)/income for the period, net of tax (1.2) -
Total comprehensive income for the period (1.9) 5.0
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTHS ENDED 30 JUNE 2025
Share Share Other Translation reserve Retained earnings Total
capital
premium
reserves
£m
£m
£m
£m
£m
£m
Balance at 1 January 2025 87.1 72.9 5.6 0.5 (127.1) 39.0
Total comprehensive income for H1 FY25
Loss for the period - - - - (0.7) (0.7)
Other comprehensive expense for the period, net of tax - - - (1.2) - (1.2)
Total comprehensive income for the period - - - (1.2) (0.7) (1.9)
Issue of ordinary shares 13.4 22.7 5.2 - - 41.3
Share-based payments - - - - 1.4 1.4
Income tax relating to share-based payments - - - - 0.3 0.3
Balance at 30 June 2025 100.5 95.6 10.8 (0.7) (126.1) 80.1
Balance at 1 February 2024 73.2 56.8 5.6 0.4 224.4 360.4
Total comprehensive income for H1 FY24
Profit for the period - - - - 5.0 5.0
Other comprehensive expense for the period, net of tax - - - - - -
Total comprehensive income for the period - - - - 5.0 5.0
Issue of ordinary shares 13.9 16.1 - - - 30.0
Dividends paid - - - - (358.4) (358.4)
Balance at 31 July 2024 87.1 72.9 5.6 0.4 (129.0) 37.0
CONDENSED CONSOLIDATED BALANCE SHEET
AT 30 JUNE 2025
Jun-25 Jul-24 Dec-24
Note £m £m £m
Non-current assets
Property, plant and equipment 2.2 1.8 1.7
Goodwill 4 31.0 0.3 0.3
Investment in associate 7.5 9.7 9.6
Other investments - - 3.2
Other intangible assets 22.7 14.9 16.3
Total non-current assets 63.4 26.7 31.1
Current assets
Trade and other receivables 7.2 16.6 21.4
Current tax assets 0.3 - -
Cash and cash equivalents 30.3 13.0 9.3
Total current assets 37.8 29.6 30.7
Total assets 101.2 56.3 61.8
Current liabilities
Lease liabilities (1.0) (0.7) (0.7)
Trade and other payables (9.3) (8.7) (11.0)
Deferred income (6.7) (6.7) (7.6)
Current tax payable - - (0.1)
Total current liabilities (17.0) (16.1) (19.4)
Non-current liabilities
Interest bearing loans and borrowings (0.2) (0.2) (0.2)
Lease liabilities (0.9) (0.9) (0.7)
Deferred tax (3.0) (2.1) (2.5)
Total non-current liabilities (4.1) (3.2) (3.4)
Total liabilities (21.1) (19.3) (22.8)
Net assets 80.1 37.0 39.0
Capital and reserves
Called up share capital 100.5 87.1 87.1
Share premium account 95.6 72.9 72.9
Other reserves 10.8 5.6 5.6
Translation reserve (0.7) 0.4 0.5
Retained earnings (126.1) (129.0) (127.1)
Total equity attributable to equity shareholders of the Company 80.1 37.0 39.0
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED 30 JUNE 2025
Note For the six months ended 30 June 2025 For the six months ended For the 11m period ended 31 December 2024
£m 31 July 2024 £m
£m
Cash flows from operating activities
(Loss)/profit for the period (0.7) 5.0 5.7
Adjustment for taxation 0.7 2.0 2.5
Share of result of associate 1.3 0.3 0.5
Adjustment for net financing expense (0.3) (4.3) (4.4)
1.0 3.0 4.3
Depreciation and amortisation 3.8 2.9 5.6
Share-based payments 1.4 - 1.0
Changes in trade and other receivables 4.4 (2.0) (4.7)
Changes in trade and other payables (2.1) 1.4 (1.3)
Cash generated from operations 8.5 5.3 4.9
Net taxation paid (0.3) - (0.1)
Bank interest paid (0.1) (0.1) (0.1)
Bank interest received 0.5 4.4 4.5
Lease interest paid (0.1) - (0.1)
Net cash from operating activities 8.5 9.6 9.1
Cash flows from investing activities
Settlement of tax balances arising from sale of motor group 10.0 - -
Proceeds from sale of motor group net of fees paid - 391.2 395.4
Purchase of property, plant, equipment and intangible assets (5.3) (3.8) (7.5)
Investment in associate - (10.0) (10.0)
Other investments - - (3.2)
Purchase of subsidiaries, net of cash acquired (25.6) - -
Net cash used in investing activities (20.9) 377.4 374.7
Cash flows from financing activities
Payment of lease liabilities (0.4) - (0.5)
Repayment of loans - (93.0) (93.0)
Proceeds from issue of share capital 34.0 30.0 30.0
Payment of dividend - (358.4) (358.4)
Net cash outflow from financing activities 33.6 (421.4) (421.9)
Net increase/ (decrease) in cash and cash equivalents 21.2 (34.4) (38.1)
Effect of exchange rate changes on cash and cash equivalents (0.2) - -
Opening cash and cash equivalents 9.3 47.4 47.4
Closing cash and cash equivalents 30.3 13.0 9.3
NOTES
1. Basis of Preparation
Pinewood Technologies Group PLC (the 'Company') is a public company
incorporated, domiciled and registered in England in the UK. The registered
number is 2304195 and the registered address is 2960 Trident Court, Solihull
Parkway, Birmingham Business Park, Birmingham. B37 7YN. The condensed
consolidated interim financial statements of the Company as at and for the six
months ended 30 June 2025 comprise the Company and its subsidiaries (together
referred to as the 'Group').
These condensed interim financial statements are unaudited and were approved
by the Board of Directors on 24 September 2025.
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 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
also has a revolving credit facility of £10.0m which is undrawn. The Group
remained compliant with its banking covenants throughout the period to 30 June
2025. As at 30 June 2025, the Group had cash of £30.3m.
The directors are mindful of the potential impact to macro-economic conditions
but after assessing the risks do not believe there is 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.
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 KPI's 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. In particular, the Group uses KPI's which reflect the underlying
performance on the basis that this provides a more relevant focus on the core
business performance of the Group. The Group has been using the following
KPI's on a consistent basis and they are defined and reconciled as follows:
Underlying operating profit/profit before tax - results on an underlying basis
exclude items that are not incurred in the normal course of business and are
sufficiently significant and/or irregular to impact the underlying trends in
the business. The detail of the non-underlying results is shown in note 7.
Operating profit reconciliation
Note H1 FY25 H1 FY24
£m
£m
Underlying operating profit 4.1 4.0
Share-based payments (1.4) -
Transaction costs relating to the Seez acquisition (1.0) -
Restructuring and transition costs following the sale of the UK Motor and (0.7) (0.3)
Leasing businesses to Lithia UK Holding Limited
Transaction costs relating to the sale of the UK Motor and Leasing businesses - (0.7)
to Lithia UK Holding Limited
Non-underlying operating (loss)/profit items (3.1) (1.0)
Operating profit 1.0 3.0
Profit before tax reconciliation
Note H1 FY25 H1 FY24
£m
£m
Underlying profit before tax 4.4 4.0
Non-underlying operating (loss)/profit items (see reconciliation above) (3.1) (1.0)
Non-underlying net finance income 7 - 4.3
Share of loss in associate (1.3) (0.3)
Non-underlying operating loss and finance costs items (4.4) 3.0
Profit before tax - 7.0
Profit after tax reconciliation
Note H1 FY25 H1 FY24
£m
£m
Underlying profit after tax 3.2 2.9
Non-underlying operating (loss)/profit items (see reconciliation above) (4.4) 3.0
Non-underlying tax 7 0.5 (0.9)
Non-underlying operating loss, finance costs and tax items (3.9) 2.1
Profit after tax (0.7) 5.0
Basic earnings per share ('earnings per share') - Basic earnings per share is
calculated by dividing the profit or loss attributable to ordinary
shareholders by the weighted average number of ordinary shares in issue during
the period. A full reconciliation of how this is derived is found in note
12.
Diluted earnings per share - Diluted earnings per share is calculated by
dividing the profit and loss attributable to ordinary shareholders by the
weighted average number of ordinary shares in issue taking account of the
effects of all dilutive potential ordinary shares, which comprise of share
options granted to employees and LTIPs. A full reconciliation of how this is
derived is found in note 12.
Underlying EBITDA reconciliation
H1 FY25 H1 FY24
£m
£m
Underlying operating profit 4.1 4.0
Depreciation and amortisation 3.8 2.9
Underlying EBITDA 7.9 6.9
EBITDA margin % - EBITDA divided by Revenue
2. Statement of compliance
This condensed consolidated interim financial report for the half-year
reporting period ended 30 June 2025 has been prepared in accordance with the
UK-adopted International Accounting Standard 34, 'Interim Financial Reporting'
and the Disclosure Guidance and Transparency Rules sourcebook of the United
Kingdom's Financial Conduct Authority. It does not include all the information
required for full annual financial statements, and should be read in
conjunction with the consolidated financial statements of the Group as at and
for the 11-month period ended 31 December 2024, which are prepared in
accordance with UK-adopted International Accounting Standards.
These condensed consolidated interim financial statements were approved by the
board of directors on 24 September 2025.
3. Significant accounting policies
As required by the Disclosure and Transparency Rules of the Financial Conduct
Authority, the condensed set of financial statements has been prepared
applying the accounting policies and presentation that were applied in the
preparation of the Company's published consolidated financial statements for
the 11 month period ended 31 December 2024, except as explained below.
Adoption of new and revised standards
The following amended standards and interpretations have been adopted during
the year and have not had a significant impact on the Group's consolidated
financial statements:
Amendment to IFRS 16 - Leases on sale and leaseback
Amendment to IAS 1 - Non-current liabilities with covenants
Amendment to IAS 7 and IFRS 7 - Supplier finance agreements
Amendments to IAS 21 - The Effects of Changes in Foreign Exchange Rates: Lack
of Exchangeability
4. Estimates and judgements
In preparing these interim financial statements, management has made
judgements, estimates and assumptions that affect the application of
accounting policies and the reported amounts of assets and liabilities, income
and expenses. Actual results may differ from these estimates.
In preparing these condensed consolidated interim financial statements, the
significant judgements made by management in applying the Group's accounting
policies and the key sources of estimation uncertainty were the same as those
that applied to the consolidated financial statements for the 11 month period
ended 31 December 2024.
On 4 March 2025, the Group acquired Seez App Holding Limited. Under IFRS 3
Business Combinations, the identifiable assets acquired and liabilities
assumed must be recognised at their acquisition-date fair values. The purchase
price allocation ("PPA") exercise to determine the fair values of the acquired
net assets, including any separately identifiable intangible assets, is
currently in progress.
The accounting for the business combination has been presented on a
provisional basis in these interim financial statements. At this stage, the
excess of the consideration transferred over the provisional fair value of net
assets acquired has been recognised entirely as goodwill. The Group expects
that a portion of this provisional goodwill will be reclassified to other
categories of separately identifiable intangible assets once the PPA exercise
has been finalised, any adjustments arising will be reflected in the Group's
annual consolidated financial statements for the year ending 31 December 2025.
5. Comparative figures
The comparative figures for the 11 month period ended 31 December 2024 are
extracted from the Group's statutory accounts for that financial period. Those
accounts have been reported on by the company's auditor and delivered to the
registrar of companies. The report of the auditor was (i) unqualified, (ii)
did not include a reference to any matters to which the auditor 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.
6. Revenue
The Group's main operations and revenue streams are those described in the
last annual financial statements. All the Group's revenue is derived from
contracts with customers.
Disaggregation of revenue
In the following table, revenue is disaggregated by primary geographical
market and timing of revenue recognition.
For the six months ending 30 June 2025 H1 FY25 H1 FY24
£m
£m
Primary geographical markets
UK 15.3 14.7
Asia-Pacific and Middle East 1.7 0.3
Europe (excluding UK) 1.1 0.7
North and Central America 1.1 -
Africa 0.4 0.4
Revenue 19.6 16.1
Major products/service lines
Software revenue 18.7 16.1
Software development revenue 0.9 -
Revenue 19.6 16.1
Timing of revenue recognition
At point in time 4.0 1.6
Over time 15.6 14.5
Revenue 19.6 16.1
7. Non-underlying Items
Non-underlying income and expenses are items that are not incurred in the
normal course of business and are sufficiently significant and/or irregular to
impact the underlying trends in the business.
H1 FY25 H1 FY24
£m
£m
Within administrative expenses:
Share-based payments (1.4) -
Transaction costs relating to the equity raise and Seez acquisition (1.0) -
Restructuring and transition costs following the sale of the UK Motor and (0.7) (0.3)
Leasing businesses to Lithia UK Holding Limited
Transaction costs relating to the sale of the UK Motor and Leasing businesses - (0.7)
to Lithia UK Holding Limited
(3.1) (1.0)
Within other costs and income:
Interest receivable on cash held at bank prior to payment of special dividend - 4.3
Share of loss in associate (1.3) (0.3)
(1.3) 4.0
Total non-underlying items before tax (4.4) 3.0
Non-underlying items in tax 0.5 (0.9)
Total non-underlying items after tax (3.9) 2.1
There were £3.1m of non-underlying administration expenses in the period.
These included a share-based payment charge of £1.4m arising on LTIPs issued
to employees as well as transaction costs of £1.0m relating to the equity
raise and acquisition of Seez App Holding Limited which completed on 4 March
2025. In addition, there were £0.7m of restructuring costs relating to the
sale of the UK Motor and Leasing businesses to Lithia UK Holding Limited which
completed on 31 January 2024.
The Group share of the result from Pinewood North America, LLC, is treated as
a non-underlying item. The income and costs in Pinewood North America, LLC,
represent the phase of launching the Group's system into the North American
DMS market. The North American DMS market is c.20,000 franchised dealerships.
Once the Group achieves a market share of 0.1% or 20 dealers, with the
Pinewood system fully implemented in these dealers, the Pinewood share of
Pinewood North America, LLC, will be treated as underlying. Until this point,
any share of income and expenditure will be the non-recurring entry phase to
the North American market and shown as non-underlying.
The revenue arising from the sale of software development services to Pinewood
North America LLC has been shown as part of the underlying business as it has
arisen from Pinewood's core operating activities, which are the development
and sale of software. The software development revenue of £0.9m (H1 2024
£0.0m) is shown in note 6.
In H1 FY24 The £4.3m of non-underlying interest receivable was interest
earned on cash held while the Group was finalising the £358.4m dividend to
shareholders that related to the Lithia transaction.
8. Segmental Analysis
The Group adopts IFRS 8 "Operating Segments", which determines and presents
operating segments based on information provided to the Group's Chief
Operating Decision Maker ("CODM"), Bill Berman, Chief Executive Officer. The
CODM receives information about the Group overall and therefore there is one
operating segment.
9. Finance expense
Recognised in profit and loss H1 FY25 H1 FY24
£m
£m
Revolving Credit Facility non-utilisation fee (0.1) (0.1)
Lease Interest (0.1) -
Total finance expense (0.2) (0.1)
10. Finance income
Recognised in profit and loss H1 FY25 H1 FY24
£m
£m
Interest receivable on cash held at bank 0.5 4.4
Total finance income 0.5 4.4
11. Taxation
The effective tax rate on underlying profit for H1 FY25 is 27.3% (H1 FY24:
27.5%). The effective tax rate for the first half of 2025 is higher than the
corporate tax rate of 25% primarily due to losses arising in overseas
territories for which the availability of future tax relief is uncertain and
on which no deferred tax asset is provided.
12. Earnings per share
H1 FY25 H1 FY25 *Restated H1 FY24
H1 FY24
Earnings per Share Earnings Earnings per Share Earnings
Pence £m Pence £m
Basic earnings per share (0.7) (0.7) 3.8 5.0
Diluted earnings per ordinary share (0.7) (0.7) 3.8 5.0
Number of shares (millions) H1 FY25 *Restated
Number H1 FY24
Number
Weighted average number of shares used in basic and adjusted earnings per 96.6 131.5
share calculation
Weighted average number of dilutive shares under option 0.1 -
Diluted weighted average number of shares used in diluted earnings per share 96.7 131.5
calculation
Non-dilutive shares under option 10.4 2.3
* The Group has made adjustments to the calculation of the weighted average
number of shares which affects the earnings per share for H1 FY24. In
accordance with IAS 33, the weighted average number of ordinary shares in both
the current and prior period has been adjusted for the effects of the share
consolidation and special dividend announced in April 2024, as well as the
equity raise completed in February 2025.
13. Related party transactions
The Group entered into the following transactions with related parties in the
6 months ended 30 June 2025:
Relationship 6m period ended 6m period ended 6m period ended 6m period ended
Related Party 30 June 2025 30 June 2025 31 July 2024 31 July 2024
Sale of Services Purchase of Services Sale of Services Purchase of Services
£m £m £m £m
Lithia UK Holdings Limited Subsidiary of 22.1% shareholder 4.6 0.3 4.2 0.3
Pinewood North America LLC Equity Undertaking 0.9 - - -
14. Post Balance Sheet Events
On 31 July 2025, the Group completed the acquisition of the remaining 51 per
cent. interest in Pinewood North America LLC (the "Joint Venture") from Lithia
UK Holdings Limited, a wholly-owned subsidiary of Lithia Motors, Inc for a
total consideration of $76.5 million. Following completion Pinewood North
America LLC became a 100 per cent. Subsidiary of the Group. The consideration
was satisfied by the issue of 14,560,691 new ordinary shares in the capital of
Pinewood Technologies Group plc issued at a price of 386.5 pence per share.
On 31 July 2025 the Group completed the acquisition of certain key assets
comprising of, amongst others, customer contracts relating to the
software-as-a-service business offering from certain entities within the
Motify Group for a total cash consideration of £2.5m, which was payable at
completion. This acquisition will enable the Group to fully control its sales
and customer service functions within various Southern African markets.
15. Risks and uncertainties
The Board maintains a policy of continuous identification and review of risks
which may cause our actual future Group results to differ materially from
expected results.
The principal risks identified were: failure to deliver or maintain robust
cyber security credentials throughout our system and failure to protect our
software assets from security threats, failure to comply with legal or
regulatory requirements relating to data security or data privacy, failure to
retain key personnel or recruit the necessary additional talent to deliver our
strategic ambitions, failure to deliver service levels and contractual
agreements to our customers, failure to implement our strategy effectively
through inability to deliver software development, failure to maintain current
technology, or identify and adapt to new technological opportunities, failure
to meet competitive challenges such as the entry of a new competitor and
deterioration of global economic and business conditions impacting customers'
willingness or ability to pay for our software or adopt a new system.
The Risk Control Group has met to consider these risks and uncertainties and
will continue to monitor how these risks evolve. The Board has recently
reviewed the risk factors and confirms that they remain an appropriate
assessment of our risks for the rest of the current year. The Board considers
the main areas of risk and uncertainty that could impact profitability to be
cyber security risk and general economic and business conditions.
16. Responsibility Statement
We confirm that to the best of our knowledge:
(a) The condensed set of financial statements has been prepared in
accordance with IAS 34 Interim Financial Reporting as adopted by the United
Kingdom;
(b) The interim management report includes a fair review of the
information required by:
(i) DTR 4.2.7R of the Disclosure Guidance and Transparency Rules, being an
indication of important events that have occurred during the first six months
of the financial year and their impact on the condensed set of financial
statements; and a description of the principal risks and uncertainties for the
remaining five months of the financial year; and
(ii) DTR 4.2.8R of the Disclosure Guidance and Transparency Rules, being
related party transactions that have taken place in the first six months of
the current financial year and that have materially affected the financial
position or performance of the entity during that period; and any changes in
the related party transactions described in the last annual report that could
do so.
By order of the Board,
W Berman
Chief Executive Officer
O Mann
Chief Financial Officer
24 September 2025
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