REG - Spire Healthcare Grp - Half-year Report
Thu 07:01
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RNS Number : 2897T Spire Healthcare Group PLC 31 July 2025
Spire Healthcare reports its results for the six months ended 30 June 2025
Delivery in-line with market expectations. Successful period of major business
transformation.
London, UK, 31 July 2025, Spire Healthcare Group plc (LSE: SPI) ('Spire
Healthcare', 'the Group' or 'the Company'), a leading independent healthcare
group in the United Kingdom, today announces its interim results for the six
months ended 30 June 2025 ('the period', 'H1' or 'H125').
Summary Group results for the six months ended 30 June 2025
Six months ended 30 June (Unaudited)
£m 2025 2024 Variance Comparable y/y growth((1))
Revenue 796.7 762.5 4.5% 4.9%
Adjusted EBITDA ((3)) 133.8 130.6 2.5% 2.8%
Adjusted EBITDA margin 16.8% 17.1% (33)bps (35)bps
Adjusted operating profit (Adjusted EBIT) 76.0 75.7 0.4% 0.7%
Adjusting items included in operating profit (13.0) (4.1) NM NM
Operating profit 63.0 71.6 (12.0)% NM
Profit before taxation 10.8 22.7 (52.4)% NM
Adjusted profit before taxation 23.8 26.8 (11.2)% NM
Profit after taxation 7.0 14.1 (50.4)% NM
Basic earnings per share, pence 1.6 3.3 (51.5)% NM
Adjusted basic earnings per share, pence ((2)) 4.1 4.7 (12.8)% NM
Return on capital employed (ROCE) (%) ((6)) 8.1% 7.6% 50bps NM
Adjusted FCF ((4)) 15.3 18.6 (17.7)% NM
Net bank debt ((5)) 356.7 323.4 10.3% NM
Net bank debt / EBITDA covenant ratio 2.2 2.1 0.1 NM
Financial highlights: H1 performance in line with expectations
(Unless otherwise stated, y/y growth and margin expansion metrics are
presented on a comparable basis(1))
· Group: Revenue grew 4.9% y/y. Adj. EBITDA was up 2.8% y/y, or,
>5% y/y before National Insurance (NI) and Minimum Wage (NMW) rises.
· Hospitals growth((7)): Revenue growth of 4.7% y/y to £732.3m and
adj. EBITDA growth of 3.3% y/y to £130.0m, with a margin of 17.8%.
o Payor mix: Private patient revenue grew 0.8% y/y. Self-pay volume trends
were similar to the FY24 exit rate, improving in recent months. PMI volumes
were softer - in that backdrop we gained share in our addressable private
market in FY24(9). NHS revenue grew 16.2% y/y with increasing high acuity
procedures.
o Profitability: Adj. EBITDA margin in H1 largely reflects the weighting of
the savings programme and the impact of NI and NMW rises. Excluding NI/NMW
rises, Hospital adj. EBITDA grew >5% y/y.
· Primary Care growth: Revenue grew 6.5% y/y to £64.4m supported
by successful contract growth and wins. Adj. EBITDA declined (14.0)% y/y to
£3.8m, which included losses from startup clinics, expected to break even by
year two. Excl. these startup clinics, adj. EBITDA grew >6% y/y.
· Transformation savings delivered on target:
o With new savings of >£10m in H1. A further £20m are expected in H2,
for which the major programmes have already been implemented, mainly headcount
reductions.
o Given the majority of savings benefits will flow in H2, the weighting of
their delivery has impacted both adjusted profit before tax and free cash flow
during H1. We therefore continue to expect y/y growth in both metrics for the
full year.
o Group reported PBT declined (52.4)% to £10.8m, including adjusting items
of £(13.0)m, largely driven by restructuring costs associated with the
reduced roles in Hospitals as part of the transformation programme.
· ROCE((6)) increased to 8.1%, up from 7.6% in H124. Excluding NI
and NMW rises, ROCE increased to 8.3%.
Outlook in-line with market expectations
· FY25 guidance is unchanged and we are currently trading in line
with market expectations(8).
· The Board is pleased with the progress made in implementing
strategic and efficiency initiatives and believes that these, together with
Spire's freehold property valued at >£1.4bn and a well invested asset
base, are not yet reflected by the market in full. The Board will continue to
actively evaluate and implement any appropriate action that drives long term
shareholder value.
Successful implementation of significant change whilst maintaining business
delivery
· Shift change in transformation: We consolidated the
administration and bookings functions of 36 Hospitals into three Patient
Support Centres. This complex change was completed with minimal disruption and
we are operating with a c.10% reduction in staffing and call response five
times quicker than before. We also implemented clinically-led more flexible
resourcing in hospitals, reducing c.400 permanent colleague roles.
· Scaling Primary Care through bolt-on M&A, and contract wins:
In July we acquired a physiotherapy business, Physiolistic, for £5.2m at an
EBITDA multiple of c.5.5x., which will enhance our network and referral
capability in the Thames Valley. This follows our acquisition of Acorn
Occupational Health announced earlier in the year. Both businesses are
expected to generate a combined annual run-rate EBITDA of c.£2m. We also
signed with John Lewis Partnership to provide Occupational Health services.
All of this takes us another step closer towards our Primary Care medium-term
EBITDA target of £40m.
· Pursued our three-payor strategy to successfully manage market
dynamics:
o Market trends: Self-Pay has seen some improvement; PMI is softer with
tightening in claims access and ongoing proactive tendering, plus growth in
younger lives covered needing less treatment; NHS is in strong growth, though
there is pressure on commissioning budgets.
o Our responses: i) Improve mix - high margin procedures increased to
>38% of Private Hospital admissions. ii) Price recovery - Hospital Average
Revenue Per Case increased >4% y/y. iii) Lower the cost of delivery -
clinical staff costs per Hospital admission declined vs FY24, due to
automation, digitisation and efficiency initiatives. iv) Strategic partnering
and proactive engagement with PMIs and NHS commissioners.
· Maintained the highest standards of quality and innovation:
o Successfully retained our existing ratings at two sites in England
following Care Quality Commission inspections, keeping 98% of our inspected
Hospital sites 'good' or 'outstanding' or the equivalent.
o Invested in multiple additional robotic surgery platforms.
Justin Ash, Chief Executive Officer of Spire Healthcare, said:
"We have delivered performance in line with expectations in the first half of
the year and are on track to do so in the second half. Our business continues
to operate successfully in a fast-changing market.
Our strategy has progressed on many fronts. We continue to manage our mix with
discipline through our diversified three-payor strategy, focusing on more
complex care. Our transformation programme is helping us deliver with
greater flexibility and efficiency and we implemented two significant
initiatives. Our Patient Support Centres and new flexible resourcing model are
improving consistency, agility and responsiveness while reducing our cost to
serve and maintaining our high quality standards. These changes included a
material reduction in permanent colleague roles and I would like to thank our
colleagues and consultant partners for their professionalism and commitment
throughout.
Primary Care saw strong growth through existing and new Occupational Health
clients, including a new contract with John Lewis Partnership; and we
strengthened our network via bolt-on acquisitions. Investment in new robotics
platforms and MOUs with med-tech companies supported our continued focus on
quality and innovation.
Put simply, the foundations we have laid in H1 do more than underpin £20m of
savings in the second half. They support a fundamental shift towards our
vision of an integrated healthcare business, giving us greater control over
the patient journey. We have made strong strategic progress and have a
valuable business, backed by a freehold property portfolio valued at more than
£1.4bn and a well invested estate. The market will remain dynamic and
challenging throughout H2, but our ability to use all the levers at our
disposal to flex what we offer our patients and payors, and where we offer it,
is the highest it has ever been."
Reminder of FY25 guidance
· Group revenue growth: mid-single digit % y/y
· Group adjusted EBITDA: £270m - £285m. Currently trading in-line
with market expectations(8)
· Capex: c.£90m - £100m
· ROCE: Ahead of FY24
· Group bank debt leverage: c.2x (ahead of any M&A) at year end
· Dividend: Policy maintained at 25% - 35% profit after tax
Footnotes:
1. On 31 March 2024, the Group sold the business operations and assets of
Spire Tunbridge Wells to the local NHS Trust. On 31 March 2025, the Group
acquired Acorn Occupational Health Limited (Acorn). Therefore, where
meaningful, we have presented certain financial information on a 'Comparable
Basis' where we have deducted the contribution from Tunbridge Wells and Acorn
in the H1 periods of the prior and current year, respectively.
2. Adjusted basic earnings per share is stated before the effects of
Adjusting Items.
3. Adjusted EBITDA is calculated as Operating Profit, adjusted to add
back depreciation, amortisation and Adjusting items, referred to hereafter as
'Adjusted EBITDA'. Refer to page 9. For EBITDA for covenant purposes, refer to
note 18.
4. Adjusted Free Cash Flow (FCF) is calculated as Adjusted EBITDA, less
rent, capital expenditure cash flows and changes in working capital after
adjusting for one-off items which are not related to the normal trading
activity of the business. Rent cash flows are defined as interest on, and
payment of, lease liabilities. Capital expenditure cash flows are defined as
the Purchase of plant, property and equipment.
5. Net bank debt is defined as bank borrowings less cash and cash
equivalents.
6. Return on capital employed (ROCE) is the ratio of the group's
Adjusted EBIT to total assets less cash, capital investments made in the last
12 months and current liabilities.
7. The Hospitals Business relates to business operations performed at
hospital sites. All other Group operations are referred to as 'Primary Care'
and include the Doctors Clinic Group (DCG), Vita Health Group (VHG) and the
Spire clinics (community facilities that offer a range of diagnostics and
treatment that do not require an overnight stay). Unless otherwise stated, all
metrics are on a Group basis.
8. As of 30 July 2025, adjusted EBITDA consensus is £276.1m, based on
estimates by all eight analysts providing estimates to the Company, ranging
from £271.9m to £280.8m.
9. The latest market data available is to the end of the 2024 period.
H125 market data is not yet available.
Analyst and investor meeting
There will be a hybrid analyst and investor meeting today at 9.00am.
In-person: The presentation will be hosted from our offices in Blackfriars. 3
Dorset Rise, City of London, London EC4Y 8EN
Virtually: Webinar link
https://storm-virtual-uk.zoom.us/webinar/register/WN_IjXcXO0oRbKvn6_WG-8JDg
(https://storm-virtual-uk.zoom.us/webinar/register/WN_IjXcXO0oRbKvn6_WG-8JDg)
Webinar ID: 860 4427 5811
The webinar will be available for replay shortly following the meeting through
the Company's investor website: https://investors.spirehealthcare.com/home/
(https://investors.spirehealthcare.com/home/)
Upcoming events in 2025
Date Event Location
1 August Analyst roundtable London
5 to 11 September Post interims roadshow London
19 September Barclays MedTech Bus Tour London
23 September Jefferies C-Suite Back to School Healthcare Fireside Virtual
7 October Berenberg UK Opportunities Conference London
The person responsible for making this announcement is: Mantraraj Budhdev,
Company Secretary
For further information please contact:
Spire Healthcare Instinctif Partners
investors@spirehealthcare.com
spire@instinctif.com
Amie Gramlick: Director of Investor Relations & Commercial Finance Julian Walker
Tim Pearson
Registered Office and Head Office:
Spire Healthcare Group plc
3 Dorset Rise
London
EC4Y 8EN
Registered number 09084066
About Spire Healthcare
Spire Healthcare (https://www.spirehealthcare.com/) is a leading independent
healthcare group in the United Kingdom, running 38 hospitals and over 50
clinics, medical centres and consulting rooms across England, Wales and
Scotland. It operates a network of private GPs and provides occupational
health services to over 800 corporate clients.
Working in partnership with over 8,700 experienced consultants, Spire
Healthcare delivered tailored, personalised care to over 1 million inpatients,
outpatients and daycase patients, and occupational health programme clients,
and is the leading private provider, by volume, of knee
(https://www.spirehealthcare.com/treatments/bones-and-joints/knee-replacement/)
and hip
(https://www.spirehealthcare.com/treatments/bones-and-joints/hip-replacement-surgery/)
operations in the United Kingdom. It also delivers a range of private and NHS
mental health, musculoskeletal and dermatological services under the Vita
Health Group brand.
Spire Healthcare's well-located and scalable hospitals have delivered
successful and award-winning outcomes, positioning the group well with
patients, consultants, the NHS, GPs and Private Medical Insurance ('PMI')
providers. 98% of Spire Healthcare's inspected locations are rated 'Good,'
'Outstanding' or the equivalent by health inspectors in England, Wales and
Scotland.
Spire Healthcare is listed on the London Stock Exchange and is a member of the
FTSE 250.
Cautionary statement
This announcement contains inside information.
This announcement contains certain forward-looking statements relating to the
business of Spire Healthcare Group plc (the "company") and its subsidiaries
(collectively, the "group"), including with respect to the progress, timing
and completion of the group's development, the group's ability to treat,
attract, and retain patients and customers, its ability to engage consultants
and GPs and to operate its business and increase referrals, the integration of
prior acquisitions, the group's estimates for future performance and its
estimates regarding anticipated operating results, future revenue, capital
requirements, shareholder structure and financing. In addition, even if the
group's actual results or development are consistent with the forward-looking
statements contained in this announcement, those results or developments may
not be indicative of the group's results or developments in the future. In
some cases, you can identify forward-looking statements by words such as
"could," "should," "may," "expects," "aims," "targets," "anticipates,"
"believes," "intends," "estimates," or similar words. These forward-looking
statements are based largely on the group's current expectations as of the
date of this announcement and are subject to a number of known and unknown
risks and uncertainties and other factors that may cause actual results,
performance or achievements to be materially different from any future
results, performance or achievement expressed or implied by these
forward-looking statements. In particular, the group's expectations could be
affected by, among other things, uncertainties involved in the integration of
acquisitions or new developments, changes in legislation or the regulatory
regime governing healthcare in the UK, poor performance by consultants who
practice at our facilities, unexpected regulatory actions or suspensions,
competition in general, the impact of global economic changes, risks arising
out of health crises and pandemics, changes in tax rates, future business
combinations or dispositions, and the group's ability to obtain or maintain
accreditation or approval for its facilities or service lines. In light of
these risks and uncertainties, there can be no assurance that the
forward-looking statements made in this announcement will in fact be realised
and no representation or warranty is given as to the completeness or accuracy
of the forward-looking statements contained in this announcement.
The group is providing the information in this announcement as of this date,
and we disclaim any intention or obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.
Operating review
(Unless otherwise stated, y/y growth and margin expansion metrics are
presented on a comparable basis(1))
Our purpose is to "make a positive difference to people's lives through
outstanding personalised care". We are bringing this to life, building an
integrated healthcare service that combines Primary and Hospital care; through
our 38 Hospitals, >50 Clinics, in the workplace and online.
Market dynamics and our strategic response
Demand for independent healthcare services remains robust; supported by
increasing health and wellness awareness, long NHS waiting times, high levels
of long-term sickness absence in the workplace and an ageing UK population.
Trend: Highly dynamic payor landscape. Our response: Managing payor mix more
effectively with growth and margin levers.
Hospital private patient revenue grew 0.8% y/y. PMI revenue grew 2.5% y/y with
strong pricing growth, offsetting a small decline in volumes, which we believe
is largely a result of some insurers tightening claims access and faster
growth in policies covering younger lives, who typically require less complex
healthcare. We are also seeing ongoing proactive tendering by insurers. In
response, we are leveraging price and specialty mix management, expansion into
Primary Care, including physio, Talking Therapies and dermatology, and broader
strategic initiatives to drive volumes. Self-pay revenue was (2.6)% y/y.
Volumes saw a similar trend to the exit rate in FY24, with an improvement in
more recent months. The latest market data by the Private Healthcare
Information Network shows we gained share in our addressable private
admissions markets in FY24(9). Going forward, our focus will remain on
clinical outcomes and quality, patient experience and investment in the latest
surgical technologies and robotics, in order to expand our private market
share further.
NHS revenue grew strongly y/y by 16.2%, underpinned by strong orthopaedic mix.
NHS waiting lists have declined marginally but remain elevated, with c.40% of
patients still waiting longer than 18-weeks to receive treatment. Whilst
Integrated Care Boards are adapting to recent changes at NHS England and
responding to budgetary pressures through commissioning, the Government has
clearly set out its aims to reduce waitlists and re-confirmed the independent
sector will be a key partner to achieve this. Our focus therefore remains
working closely with commissioners.
Within this backdrop, we continue to respond to payor changes and have further
improved our ability to steer our mix towards higher margin services at
greater scale across the business. High margin procedures have increased their
proportion to >38% of private Hospital admissions, and amongst NHS
services, high acuity orthopaedic procedures have grown to represent >60%
of admissions. Automation and efficiency initiatives have also enabled us to
lower the cost of delivering Hospital services, without compromising on care
quality, or safety, with clinical staff costs per Hospital admission declining
vs FY24.
Trend: Demand for faster access and high quality healthcare in an inflationary
environment. Our response: Accelerating transformation.
There is a natural and growing demand from patients for the delivery of
faster, more convenient, high quality healthcare, but we also operate in an
inflationary environment. We are already successfully implementing our
transformation programme to give us greater control over the customer journey
and experience, the levers to deliver high quality care more cost-effectively
and the ability to reinvest in fast-growing, high-returning segments of
Hospitals and Primary Care.
We accelerated transformation in our hospitals in the period, as planned,
establishing more agile and flexible resourcing which included a reduction in
permanent colleague roles. We also delivered a significant milestone in the
period, substantially completing the consolidation of separate procurement,
administration and booking functions in 36 hospitals into three regional
Patient Support Centres. The new Centres have enhanced our ability to respond
to patient enquiries more efficiently, with our average response time to calls
five times quicker than before. With unified ways of working, it will provide
us with improved oversight and management of patient pathways.
This change was managed whilst minimising disruption and continuing high
quality patient care. We underwent two successful Care Quality Commission
inspections during the period, retaining our position where 98% of our
inspected hospitals and clinics are rated 'Good', 'Outstanding' or the
equivalent by regulators in England, Scotland and Wales. We were proud to be
Highly Commended by Thrombosis UK for VTE prevention and management; and that
our Pathology Management was highlighted in Dame Penny Dash's Patient Safety
Review as an exemplar of best practice.
Trend: Increasing preventative, diagnostic and primary care demand. Our
response: Scaling Primary Care to £40m EBITDA in the medium-term.
Fast access to healthcare services keeps people in work and benefits the
economy. The UK currently has the second highest preventable mortality rate in
the G7 countries. Additionally, 6% of the working age population are not in
employment due to long-term illness, prompting the Government to commission
the 'Keep Britain Working' review, aimed at helping people return to work**.
The NHS 10-year Health Plan reinforced this theme, as it set out its vision to
shift care into the community, including preventive diagnostics and
treatments.
We are delivering Talking Therapy care at scale via Vita, one of the largest
providers to the NHS. Through our network of >800 corporate clients, we
have delivered Occupational Health and Talking Therapy services to over 1.7m
employees; and achieved return-to-work rates of 97% and 95% for mental health
and musculoskeletal conditions, respectively, targeting the two leading causes
for workplace absence.
We have a clear plan to scale our Primary Care business towards its
medium-term target of £40m EBITDA. The building blocks to reach this include
contract wins in our existing business, bolt-on M&A and new clinic
openings. During H125, we commenced new long-term contracts worth c.£8m in
annual revenue with the NHS and corporate clients, and were proud to have
signed a contract with John Lewis Partnership to provide Occupational Health
services. In March, the Group acquired Acorn Occupational Health, a
well-established provider of occupational health services to both corporate
and public sector clients, for an initial consideration of £3.3m. This was
followed by the acquisition of Physiolistic in July, a physiotherapy business
operating multiple clinics in the Thames Valley area, for an initial
consideration of £5.2m. A small additional deferred consideration payment may
be payable, dependent upon EBITDA performance in the 12-month period following
the acquisition. These transactions represent EBITDA acquisition multiples of
c.5.5x and are expected to generate a combined run-rate EBITDA of c.£2m. We
also opened one new outpatient led clinic.
** Preventable mortality and long-term illness data sourced from OECD
(Health at a Glance 2023) and Office for National Statistics, respectively.
Trading performance
(Unless otherwise stated, y/y growth and margin expansion metrics are
presented on a comparable basis(1))
Group
Group revenue in H125 was up 4.9% y/y to £796.7m, driven by good growth in
both our Hospital and Primary Care operations. Group adjusted EBITDA was
£133.8m, up 2.8% y/y with a margin of 16.8% which was down y/y - primarily
reflecting higher NI and NMW rates introduced from April, and the phasing of
savings benefits largely expected to land in H2. Adjusting for NI and NMW
rises, Group adjusted EBITDA grew >5% y/y.
Transformation is delivering as expected. Of the >£30m new efficiency
savings anticipated for the full year, approximately one third, or >£10m,
was delivered in H1. The remaining c.£20m is expected in H2 as Hospital
headcount reductions and Patient Support Centres become fully effective.
Group adjusted PBT was also impacted by the aforementioned factors affecting
adjusted EBITDA, declining (11.2)% y/y to £23.8m, following the deduction of
depreciation, amortisation and net finance costs which, as usual, will be
broadly evenly split across H1 and H2. H125 net finance costs of £52.2m
(H124: £48.9m) and taxation charge of £6.7m (H124: £7.2m) were in line with
expectations, resulting in adjusted net profit of £17.1m (H124: £19.6m).
In terms of statutory performance, Group operating profit decreased (12.0)%
y/y to £63.0m, including adjusting items of £13.0m of which £9.6m relates
to business restructuring and headcount reduction.
Hospitals
Revenue was up 4.7% y/y to £732.3m. Our focus on increasing high acuity
procedures and pricing has supported Average Revenue Per Case (ARPC) growth of
4.2% y/y, with Admissions and Outpatient Procedure volumes up by 1.9% y/y.
In the Private payor group (PMI and self-pay combined), we saw revenue growth
of 0.8% y/y to £511.1m. ARPC grew 4.2% y/y, supported by our approach to
pricing and procedure mix management, with PMI ARPC up 5.4% and self-pay ARPC
up 4.2%. Admissions and Outpatient Procedures decreased (2.4)% y/y in Private
overall, reflecting a modest decline in PMI volume, down (1.0)%, and a
slightly improved trend in Self-Pay activity with volumes down (5.4)% y/y, a
lesser decline compared with the FY24 exit rate.
Combined, the Private proportion of Hospital revenue during H125 was 69.8%
(H124: 72.5%), reflecting the higher growth in NHS activity during H1.
NHS revenue accelerated 16.2% y/y to £206.8m, supported by the Government's
commitment to reduce waitlists. Admissions and Outpatient Procedures increased
13.0% and ARPC was up 4.2%, exceeding the average NHS tariff growth of c.3.4%.
· Adj. EBITDA rose 3.3% y/y to £130.0m, representing a (24)bps y/y
decline in margin to 17.8%, primarily due to NI and NMW rises and our
H2-weighted efficiency savings. The reduction of c.400 permanent roles takes
full effect in July/ August and is key to making Hospital staff resourcing
more flexible and responsive to the dynamic payor demand. Excluding NI and NMW
rises, Hospital adj. EBITDA grew >5% y/y.
Primary Care
Primary Care revenue was up 6.5% y/y to £64.4m (H124: £59.7m), primarily
driven by Talking Therapies, delivered under our Vita brand.
Adj. EBITDA declined (14.0)% y/y to £3.8m, with a margin of 5.9% (H124:
7.2%). This performance includes new clinics which are naturally loss making
in early months due to start-up and fixed costs but are expected to break even
during Year two. Excluding startup clinics, the Primary Care business grew
EBITDA by >6% y/y.
Clinics send referrals to our nearby hospitals, for which the financial
benefit is reflected in the Hospital division. Overall, including both clinic
and downstream Hospital referrals, the clinic ecosystem generates positive
EBITDA.
Returns and cash
Adjusted EBIT rose 0.7% y/y to £76.0m, contributing to a ROCE increase to
8.1% (H124: 7.6%). Since FY21, we have delivered more than 300bps of ROCE
expansion, reflecting our transformation programme and continued efforts in
driving sustainable returns, such as leveraging Primary Care's capital light
model to improve overall Group performance.
In line with our capital allocation strategy, our primary focus remains
investing for growth across both Hospital and Primary Care, including organic
capex and bolt-on M&A. Total capital expenditure in H125 was £51.2m
(H124: £51.5m). This consisted of growth capex investment of c.£27m,
including Patient Support Centres, digitalisation and automation, MRI scanners
and robotic surgery platforms. In addition, we have invested in AI software
for MRI scanners to improve the throughput of our existing scanners. All these
investments have been rigorously assessed against strategic and financial
lenses such as ROCE and payback, and their ability to enhance our clinical
capacity to service more patients at greater efficiency. For example,
digitisation initiatives are expected to boost revenue by streamlining online
bookings and billing, while cutting costs through automated admin tasks like
appointment reminders and digital record-keeping.
· The Group continued to be cash generative during the period. Cash
inflow from adjusted operating activities was £127.1m (H124: £115.5m) which
constitutes a cash conversion rate of 95% (H124: 88%). Adjusted free cash flow
declined (17.7)% y/y to £15.3m, reflecting cost savings weighted towards H2
and capex towards H1, and the timing impact on working capital associated with
higher NHS growth.
Net bank debt at the end of H125 was £356.7m (FY24: £325.9m), with a cash
balance of £20.8m (FY24: £41.2m) and net bank debt to Adjusted EBITDA
covenant ratio, or bank leverage, of 2.2x (FY24: 2.0x). This reflects the
cashflow dynamics detailed above, in addition to share purchases brought
forward to satisfy employee shares schemes amid a lower share price, and the
acquisition of the remaining non-controlling interest in one of our Hospitals
(Montefiore). Excluding the employee share purchases and buyout of the
non-controlling interest, bank leverage would have been 2.1x at the period
end.
1. On 31 March 2024, the Group sold the business operations and assets of
Spire Tunbridge Wells to the local NHS Trust. On 31 March 2025, the Group
acquired Acorn Occupational Health Limited (Acorn). Therefore, where
meaningful, we have presented certain financial information on a 'Comparable
Basis' where we have deducted the contribution from Tunbridge Wells and Acorn
in the H1 periods of the prior and current year, respectively.
Financial review
Selected financial information
Six months ended 30 June (Unaudited)
2025 2024
(£ million) Total before Adjusting items Adjusting Total Total before Adjusting items Adjusting Total
items
items (note 10)
(note 10)
Revenue 796.7 - 796.7 762.5 - 762.5
Cost of sales (435.5) - (435.5) (416.4) - (416.4)
Gross profit 361.2 - 361.2 346.1 - 346.1
Other operating costs (286.1) (13.0) (299.1) (273.2) (8.8) (282.0)
Other income 0.9 - 0.9 2.8 4.7 7.5
Operating profit (EBIT) 76.0 (13.0) 63.0 75.7 (4.1) 71.6
Finance income 0.2 - 0.2 0.4 - 0.4
Finance costs (52.4) - (52.4) (49.3) - (49.3)
Profit before taxation 23.8 (13.0) 10.8 26.8 (4.1) 22.7
Taxation (6.7) 2.9 (3.8) (7.2) (1.4) (8.6)
Profit for the period 17.1 (10.1) 7.0 19.6 (5.5) 14.1
Adjusted EBITDA ((1)) 133.8 130.6
Basic earnings per share, pence 1.6 3.3
Adjusted FCF((2)) 15.3 18.6
Net cash from operating activities 118.2 112.0
Net bank debt ((3)) 356.7 323.4
1. Adjusted EBITDA is calculated as Operating profit, adjusted to add back
depreciation, amortisation, and Adjusting items, referred to hereafter as
'Adjusted EBITDA' refer to page 9. For EBITDA for covenant purposes, refer to
note 18.
2. Adjusted FCF (Free Cash Flow) is calculated as Adjusted EBITDA, less
rent, capital expenditure cash flows and changes in working capital after
adjusting for one-off items which are not related to the normal trading
activity of the business. Rent cash flows are defined as interest on, and
payment of, lease liabilities. Capital expenditure cash flows are defined as
the purchase of plant, property and equipment.
3. Net bank debt is defined as bank borrowings less cash and cash
equivalents.
Revenue
(Unless otherwise stated, y/y growth metrics and/or margin expansion metrics
are presented on a comparable basis)
Group revenues increased by 4.9% y/y to £796.7m (H124: £762.5m) driven by
good growth in both our Primary Care and Hospital business. Hospitals Business
revenue has increased by 4.7% y/y to £732.3m (H124: £702.8m) as we have
focused on increasing high acuity procedures and pricing which has supported
ARPC growth of 4.2%, with Admissions and Outpatient Procedure volumes up by
1.9%. Primary Care revenue was up 6.5% y/y to £64.4m (H124: £59.7m),
primarily driven by Talking Therapies, delivered under our Vita brand.
Revenue by location and payor
Six months ended 30 June (Unaudited)
2025 2024 Variance %
(£ million) Hospitals Business Primary Care Total Primary Care Total Hospitals Business Primary Care Total
Hospitals Business
Total revenue 732.3 64.4 796.7 702.8 59.7 762.5 4.2% 7.9% 4.5%
Of which:
Inpatient 288.1 - 288.1 279.3 - 279.3 3.2% - 3.2%
Day case 228.8 0.7 229.5 212.3 0.1 212.4 7.8% NM 8.1%
Out-patient 201.0 63.6 264.6 197.2 59.5 256.7 1.9% 6.9% 3.1%
Other 14.4 0.1 14.5 14.0 0.1 14.1 2.9% - 2.8%
Total revenue 732.3 64.4 796.7 702.8 59.7 762.5 4.2% 7.9% 4.5%
Six months ended 30 June (Unaudited)
2025 2024 Variance %
(£ million) Hospitals Business Primary Care Total Hospitals Business Primary Care Total Hospitals Business Primary Care Total
Of which:
PMI 343.1 1.2 344.3 336.4 0.7 337.1 2.0% 71.4% 2.1%
Self-pay 168.0 4.2 172.2 173.1 3.9 177.0 (2.9)% 7.7% (2.7)%
Total Private 511.1 5.4 516.5 509.5 4.6 514.1 0.3% 17.4% 0.5%
Total NHS 206.8 43.2 250.0 179.3 44.5** 223.8 15.3% NM** 11.7%
Other 14.4 15.8 30.2 14.0 10.6** 24.6 2.9% NM** 22.8%
Total revenue 732.3 64.4 796.7 702.8 59.7 762.5 4.2% 7.9% 4.5%
* In the prior year, £5.5m was incorrectly classified under NHS revenue
instead of being reported within Other revenue. This misclassification has not
been restated, as the amount is not considered material. Had the correction
been made, NHS revenue for H124 would have been £39.0m, reflecting a 10.8%
increase to £43.2m in H125. Correspondingly, Other revenue would have been
£16.1m, representing a (1.9)% decline to £15.8m in H125.
Revenue on comparable basis (adjusted for the effect of Tunbridge Wells
hospital and Acorn Occupational Health Limited acquisition)
Six months ended 30 June (Unaudited)
2025 2024 Variance %
(£ million) Adjusted revenue Effect of Tunbridge Wells hospital and Acorn acquisition Reported revenue Adjusted revenue Effect of Tunbridge Wells hospital and Acorn acquisition Reported revenue Adjusted revenue Effect of Tunbridge Wells hospital and Acorn acquisition Reported revenue
Hospital Business 732.3 - 732.3 699.1 3.7 702.8 4.7% NM* 4.2%
Primary Care 63.6 0.8 64.4 59.7 - 59.7 6.5% NM* 7.9%
Group 795.9 0.8 796.7 758.8 3.7 762.5 4.9% NM* 4.5%
* Not meaningful due to period of trading for Tunbridge Wells hospital in H124
being 3 months vs no trading in 2025 and trading for Acorn Occupational Health
Limited in H125 being 3 months vs no trading in 2024.
Cost of sales and gross profit
Group cost of sales increased in the period by £19.1m, or 4.6% to £435.5m
(H124: £416.4m) on revenues that increased by 4.5% with the majority of the
increase due to inflationary pressures and increased national insurance and
national minimum wage, managed effectively through strong procurement
processes and our transformation cost savings programme, alongside
optimisation of acuity, payor mix and pricing. For the Hospitals Business cost
of sales increased by 4.3% to £392.9m (H124: £376.8m). Gross margin for the
Hospitals Business for the first six months is 46.3%, a decrease of 10bps from
H124.
Primary Care gross margin increased slightly to 33.9% from 33.7%. Over time,
we expect these margins to increase significantly through a combination of
building scale and maturity.
Cost of sales is broken down, and presented as a percentage of relevant
revenue, as follows:
Six months ended 30 June (Unaudited)
2025 2024
£m % of Group revenue £m % of Group revenue
Clinical staff 194.6 24.4% 188.2 24.7%
Direct costs 172.1 21.6% 164.5 21.6%
Medical fees 68.8 8.6% 63.7 8.4%
Cost of sales 435.5 54.7% 416.4 54.6%
Gross profit 361.2 45.3% 346.1 45.4%
Cost of sales is broken down, and presented as a percentage of relevant
revenue split by operating segment, as follows:
Six months ended 30 June (Unaudited)
Hospitals Business Primary Care
(£ million) 2025 % of Hospitals Business revenue 2024 % of Hospitals Business revenue 2025 % of Primary Care revenue 2024 % of Primary Care revenue
Clinical staff 154.4 21.1% 151.1 21.5% 40.2 62.4% 37.1 62.1%
Direct costs 170.4 23.3% 162.7 23.2% 1.7 2.6% 1.8 3.0%
Medical fees 68.1 9.3% 63.0 9.0% 0.7 1.1% 0.7 1.2%
Cost of sales 392.9 53.7% 376.8 53.6% 42.6 66.1% 39.6 66.3%
Gross profit 339.4 46.3% 326.0 46.4% 21.8 33.9% 20.1 33.7%
Other operating costs
Excluding Adjusting items, other operating costs for the six months ended 30
June 2025 increased by £12.9m or 4.7% versus H124 to £286.1m. The increase
is largely due to NI/NMW rises and wage inflation compared to H124.
Operating margin for the six months ended 30 June 2025 is 7.9% compared to
9.4% at H124. Excluding Adjusting items, operating margin is 9.5%, down from
9.9% at H124.
Adjusted EBITDA
(Unless otherwise stated, y/y growth metrics and/or margin expansion metrics
are presented on a comparable basis)
Group adjusted EBITDA increased by 2.8% y/y to £133.8m from £130.6m in H124.
Hospitals Business adjusted EBITDA was £130.0m (H124: £126.3m) delivered
through price and acuity benefits and transformation cost savings, whilst also
seeing payor mix changes and a rise in national insurance and national minimum
wage, as discussed above.
Primary Care services adjusted EBITDA was £3.8m (H124: £4.3m), with EBITDA
margin of 5.9%. Primary Care services have lower EBITDA margins than the Group
given they include a number of younger maturity services across the Spire
Clinics and LDC. Over time, we expect these margins to increase significantly
through a combination of building scale and maturity.
Share-based payments
During the period, grants were made to Executive Directors and other employees
under the Company's Long Term Incentive Plan. For the six months ended 30 June
2025, the charge to the income statement is £2.2m (H124: £2.1m), or £2.5m
inclusive of National Insurance (H124: £2.3m).
Adjusting items
Six months ended 30 June (Unaudited)
(£ million) 2025 2024
Business reorganisation and restructuring 9.6 1.8
Asset acquisitions, disposals and aborted project costs 1.3 (4.0)
Remediation of regulatory compliance or malpractice 1.2 4.6
Clinic set up costs 0.2 0.8
Amortisation on acquired intangible assets 0.7 0.9
Total costs 13.0 4.1
Income tax (credit)/charge on Adjusting items (2.9) 1.4
Total post-tax Adjusting items 10.1 5.5
Adjusting items comprise those matters where the Directors believe the
financial effect should be adjusted for due to their nature or amount, in
order to provide a more comparable measure of the Group's underlying
performance.
Asset acquisitions, disposals and aborted projects costs include costs for the
acquisition the group has made of Acorn Occupational Health Limited ("Acorn").
Refer to acquisition note 27 for more details. In addition, there are costs
associated with several ongoing projects.
Business reorganisation and corporate restructuring relates to the Group
announcement of a strategic, group wide initiative in 2021 that will enable a
more efficient business operating model, including leveraging digital
solutions and technology. As announced the Group are restructuring our
clinical staffing models to provide more agile and flexible resourcing and
relocating admin roles to our patient support centres. As a result of these
initiatives, additional costs of £9.6m (December 2024: £3.5m) have been
incurred in the period, bringing costs to date of £18.9m. This initiative is
being implemented over several phases and is likely to be materially completed
at the end of 2027. Future costs are not disclosed as a reliable estimate
cannot be made due to the nature of these costs.
Remediation of regulatory compliance or malpractice costs of £1.2m relate to
legal fees that have been incurred for the ongoing inquests into the patients
of Ian Paterson.
In the prior year £4.6m related to an increase in the provision established
by Spire Healthcare in respect of implementing the recommendations of the
Public Inquiry including a detailed patient review and support for patients of
Paterson. The detailed patient review in H2 2024 reached the milestone of
having contacted all living patients and invited them, where appropriate, to
consultations to discuss their care. As a consequence, the rate of new claims
has dropped significantly, as most patients now have the outcomes of their
reviews and where they have chosen to, have initiated their claims. Claims
activity in the first half of the year has therefore been in line with the
assumptions taken by management and the provision established at the year end.
As a result, there has been no subsequent increase in the provision. Whilst it
is possible that, as further information becomes available, an adjustment to
this provision will be required, at this time it reflects management's best
estimate of the costs and settlement of claims.
Clinic set up costs relate to the final costs incurred for the set-up of the
Harrogate clinic prior to opening majority of these costs were incurred in
FY24 as the clinic opened in January 2025.
£0.7m of amortisation on acquired intangible assets relates to the customer
contracts recognised on the acquisition of Vita Health Group in October 2023.
Net Finance costs
Net finance costs have increased by £3.3m to £52.2m (H124: £48.9m) mainly
due to RPI increases on leases.
Taxation
The total tax charge for H125 is £3.8m. The charge is a non-cash movement and
is caused by timing differences mainly due to the difference in the tax base
versus the accounting base for assets.
The tax charge for the period has been calculated using an estimate of the
effective annual rate of tax for the full year (c.29%). This has been applied
to the pre-tax profits for the six months ended 30 June 2025. The Group has
separately calculated the tax rates on discrete items which distorts the
effective tax rate at H125, which is 28% on an adjusted basis and 35% on
statutory profit.
Pillar Two Legislation, reflecting the OECDs Base Erosion Profit Shifting
('BEPs') framework was effective for periods beginning 1 January 2024. The
Group continues to only operate in the UK. Based on the Group's assessment,
the Pillar Two effective tax rates continue to be above 15% and therefore the
group does not expect an exposure to Pillar Two top-up
taxes.
Profit after taxation
The profit after taxation for the six months ended 30 June 2025 was £7.0m
(H124: £14.1m). Adjusted profit after taxation for the six months ended 30
June 2025 was £17.1m (H124: £19.6m).
Alternative performance (non-GAAP) financial measures
We have provided below financial information that has not been prepared in
accordance with UK-adopted International Accounting Standards ("IFRS"). We use
these alternative financial measures internally in analysing our financial
results and believe they are useful to investors, as a supplement to IFRS
measures, in evaluating our ongoing operational performance. We believe that
the use of these alternative financial measures provides an additional tool
for investors to use in evaluating ongoing operating results and trends in
comparing our financial results with other companies in the industry, many of
which present similar alternative financial measures to investors.
Alternative financial measures should not be considered in isolation from, or
as a substitute for, financial information prepared in accordance with IFRS.
Investors are encouraged to review the reconciliation of these alternative
financial measures to their most directly comparable IFRS financial measures
provided in the financial statements table in the press release.
The following information includes references to adjusted financial
information. This has been produced for illustrative purposes and does not
represent the Group's actual statutory earnings.
Adjusted EBITDA
Six months ended 30 June (Unaudited)
(£ million) 2025 2024 Variance %
Hospitals Business Primary Care Hospitals Business Primary Care Hospitals Business Primary Care
Total Total Total
Operating profit 62.4 0.6 63.0 70.3 1.3 71.6 (11.2)% (53.8)% (12.0)%
Remove effects of:
Adjusting items 12.1 0.9 13.0 2.9 1.2 4.1 NM* NM* NM*
Depreciation 55.5 1.1 56.6 53.1 0.3 53.4 4.5% NM* 6.0%
Amortisation(#) - 1.2 1.2 - 1.5 1.5 - (20.0)% (20.0)%
Adjusted EBITDA 130.0 3.8 133.8 126.3 4.3 130.6 2.9% (11.6)% 2.5%
# Amortisation of £0.7m (H124: £0.9m) is included in Adjusting items.
Adjusted EBITDA on comparable basis (adjusted for the effect of Tunbridge
Wells hospital and Acorn Occupational Health Limited acquisition)
Six months ended 30 June (Unaudited)
2025 2024 Variance %
(£ million) Adjusted EBITDA Effect of Tunbridge Wells hospital and Acorn acquisition Reported EBITDA Adjusted EBITDA Effect of Tunbridge Wells hospital and Acorn acquisition Reported EBITDA Adjusted EBITDA Effect of Tunbridge Wells hospital and Acorn acquisition Reported EBITDA
Hospital Business 130.0 - 130.0 125.8 0.5 126.3 3.3% NM* 2.9%
Primary Care 3.7 0.1 3.8 4.3 - 4.3 (14.0)% NM* (11.6)%
Group 133.7 0.1 133.8 130.1 0.5 130.6 2.8% NM* 2.5%
* Not meaningful due to period of trading for Tunbridge Wells hospital in H124
being 3 months vs no trading in 2025 and trading for Acorn Occupational Health
Limited in H125 being 3 months vs no trading in 2024.
Adjusted EBIT
Six months ended 30 June (Unaudited)
(£ million) 2025 2024 Variance %
Hospitals Business Primary Care Hospitals Business Primary Care Hospitals Business Primary Care
Total Total Total
Operating profit 62.4 0.6 63.0 70.3 1.3 71.6 (11.2)% (53.8)% (12.0)%
Remove effects of:
Adjusting items 12.1 0.9 13.0 2.9 1.2 4.1 NM* NM* NM*
Adjusted EBIT 74.5 1.5 76.0 73.2 2.5 75.7 1.8% (40.0)% 0.4%
Adjusted EBIT on comparable basis (adjusted for the effect of Tunbridge Wells
hospital and Acorn Occupational Health Limited acquisition)
Six months ended 30 June (Unaudited)
2025 2024 Variance %
(£ million) Adjusted EBIT Effect of Tunbridge Wells hospital and Acorn acquisition Reported EBIT Adjusted EBIT Effect of Tunbridge Wells hospital and Acorn acquisition Reported EBIT Adjusted EBIT Effect of Tunbridge Wells hospital and Acorn acquisition Reported EBIT
Hospital Business 74.5 - 74.5 72.9 0.3 73.2 2.2% NM* 1.8%
Primary Care 1.4 0.1 1.5 2.5 - 2.5 (44.0)% NM* (40.0)%
Group 75.9 0.1 76.0 75.4 0.3 75.7 0.7% NM* 0.4%
* Not meaningful due to period of trading for Tunbridge Wells hospital in H124
being 3 months vs no trading in 2025 and trading for Acorn Occupational Health
Limited in H125 being 3 months vs no trading in 2024.
Adjusted profit after tax and adjusted earnings per share
Adjustments have been made to remove the impact of a number of non-recurring
items.
Six months ended 30 June (Unaudited)
(£ million) 2025 2024
Profit before tax 10.8 22.7
Remove effects of:
Adjusting items 13.0 4.1
Adjusted profit before tax 23.8 26.8
Taxation (6.7) (7.2)
Adjusted profit after tax 17.1 19.6
Adjusted profit after tax attributable to owners of the Parent 16.6 18.9
Weighted average number of ordinary shares in issue (No.) 400,587,836 403,661,641
Adjusted basic earnings per share (pence) 4.1 4.7
Adjusted Free Cash flow
Six months ended 30 June (Unaudited)
(£ million) 2025 2024
Adjusted EBITDA 133.8 130.6
Less: Rental payments (59.3) (48.2)
Less: Cash flow for the purchase of property, plant and equipment (51.2) (51.5)
Less: Working capital movement (8. 3) (14.9)
Free Cash Flow (FCF) 15.0 16.0
Add: Adjustments for non-recurring items 0.3 2.6
Adjusted Free Cash Flow (FCF) 15.3 18.6
Cash flow analysis for the period
Six months ended 30 June (Unaudited)
(£ million) 2025 2024
Opening cash balance 41.2 49.6
Adjusted operating cash flows 127.1 115.5
Adjusting items (8.9) (3.5)
Operating cash flows 118.2 112.0
Net cash in investing activities (54.4) (43.2)
Net cash in financing activities (84.2) (75.4)
Closing cash balance 20.8 43.0
Operating cash flows before Adjusting items
The cash inflow from operating activities was £118.2m. After adjusting for
cash flows from Adjusting items, the Adjusted operating cash inflows were
£127.1m, which constitutes a cash conversion rate from £133.8m Adjusted
EBITDA of 95.0% (H124: 88.4% conversion of £130.6m Adjusted EBITDA). The net
cash outflow from movements in working capital in the period was £8.3m (H124:
£14.9m outflow).
Investing and financing cash flows
Net cash used in investing activities for the period was £54.4m (H124:
£43.2m). Cash outflow for the purchase of Plant, Property and Equipment in
the period totalled £51.2m (H124: £51.5m). Capital investments during the
period included investments in Patient Support Centres, digitalisation and
automation and new MRI scanners and robotics.
Net cash used in financing activities for the period was £84.2m (H124:
£75.4m). Cash outflows include £8.7m for the buyback of shares to settle
share awards, purchase of the remaining interest of Montefiore House Limited
of £5.2m, a final dividend payment of £9.2m, lease and bank interest paid of
£52.0m (H124: £48.2m) and lease principal payments of £18.7m (H124:
£10.6m).
Borrowings
At 30 June 2025, the Group has bank borrowings of £377.5m (December 2024:
£367.1m), drawn under facilities which are due to mature in February 2027.
As at
(£ million) 30 June 2025 (Unaudited) 31 December 2024 (Audited)
Cash 20.8 41.2
Bank borrowings 377.5 367.1
Bank borrowings less cash and cash equivalents 356.7 325.9
In 2023, the Group exercised its option to extend the senior loan facility by
a further year. The financial covenants and agreement terms relating to this
agreement are unchanged, with leverage to be below 4.0x and interest cover to
be in excess of 4.0x. As at 30 June 2025 the leverage measure stood at 2.2x
(December 2024: 2.0x) and interest cover of 7.4x.
As at 30 June 2025 lease liabilities were £915.5m (December 2024: £912.8m).
Dividend
The Board will not be proposing an interim dividend. A final dividend for the
year ended 31 December 2024 of 2.3 pence was declared and £9.2m was paid to
shareholders on 20 June 2025.
Related party transactions
There were no significant related party transactions during the period under
review.
Post balance sheet events
On 30 July 2025, the group acquired 100% of Physiolistic for £5.2m, a
non-listed business based in multiple locations in Thames Valley area. They
are a provider of physiotherapy services.
Principal Risks
The Group's principal risks that might adversely impact the organisation in
the remaining six months of the current financial year remain unchanged from
those reported in the 2024 ARA, page 66. The principal risks that may
adversely impact the Group are:
· Inflation and Wage Inflation · NHS Market Dynamics · Expanding our Proposition
· Private Market Dynamics · Brand Reputation · Workforce
· Climate Change · Government Policy · Data Protection
· Cyber Security · Supply Chain Disruption · Antimicrobial Resistance
· Organisational Transformation · Major Infrastructure Failure
· Digitalisation, Autonomy and Efficiency · Clinical Quality
The Board has undertaken a risk review in the period to 31 July 2025, which
included specific consideration of any changes to the Group's risk profile
arising from the challenging NHS market dynamics following the announcement of
the abolition of NHS England and potential lack of clarity over ICB budgets
for 2025/26, as well as the on-going threat to supply chains as a result of
increased tariffs and the macro-economic environment.
On-going challenges from NHS Commissioning models is increasing uncertainty
surrounding the level of activity some NHS providers are anticipating being
required from the independent sector, whilst we are also seeing ongoing
proactive tendering from insurers.
The NHS 10-year health plan details the continued involvement of the
independent sector in reducing wait times and improving patient journeys. It
is our expectation therefore that whilst this uncertainty does increase the
risk in relation to NHS Market Dynamics and the level of referrals to Spire,
we continue to engage with providers and commissioners to ensure we work
collectively to meet the objectives of the NHS 10-year plan. We also
continue to manage our PMI contractual relationships, and the associated risk
was identified in our Annual Report in 2024, and those mitigations remain. As
such, whilst the NHS and Private market is more dynamic than it has been
previously, we are confident in our mitigations and in our position to respond
to the needs of the NHS and our patients, to deliver high quality and
effective care for all.
The Group's remaining principal risks as described in the 2024 Annual Report
and the associated risk ratings have not changed following this assessment.
The Board continues to manage these risks and to mitigate their expected
impact.
Directors' responsibility statement
Going Concern
The group assessed going concern risk for the period through to 31 December
2026. As at 30 June 2025 the group had cash of £20.8m and borrowings of
£375m of which £325m is a Senior Loan Facility (SFA) and £50m drawn
Revolving Credit Facility (RCF). The Group has access to an undrawn RCF of
£50m. The SFA and RCF mature in February 2027. These facilities were
refinanced in February 2022 and the one-year extension option was exercised on
3 March 2023. The financial covenants associated with this agreement remain
materially unchanged and no modifications have been made to the terms since
then.
The group has undertaken extensive activity to identify plausible risks which
may arise and mitigating actions, which in the first instance would include
management of working capital and constrained levels of capital investment.
Based on the current assessment of the likelihood of these risks arising by 31
December 2026, together with their assessment of the planned controllable
mitigating actions being successful, the directors have concluded it is
appropriate to prepare the accounts on a going concern basis. In arriving at
their conclusion, the directors have also noted that:
· Were these risks to arise in combination, it could result in a
liquidity constraint or, more sensitively, a breach of financial covenants.
However, the risk of this is considered remote based on available controllable
mitigating factors.
· The SFA and RCF mature in February 2027, which falls within our
medium-term forecasting period but after the end of the going concern review
period and the directors note that these facilities are due to be refinanced.
We have commenced a refinancing programme and are well progressed in the
process, with active engagement from lenders and positive initial feedback. We
are confident that the facilities will be re-financed and in place by early
2026 because of the advanced stage of discussions and the Group's strong
financial position and the time available to secure an appropriate
refinancing. In the very unlikely event that financing is not obtained, the
Group has an extensive freehold property portfolio which could be accessed
through sale and leaseback to provide the funding required.
The group has also assessed, as part of its reverse stress testing, the degree
of downturn in trading it could sustain before it breaches its financial
covenant. This stress testing was based on flexing revenue downwards from the
group's current forecast with a consistent percentage decline in variable
costs, whilst maintaining the forecast of fixed costs. The base case forecast
reflects current trading performance, which is broadly in line with
expectations, and assumes modest revenue growth over the going concern period,
stable gross margins, and continued cost control. The downside scenarios model
a range of stress events, including a decline in revenue and inflationary
pressures on operating costs. These scenarios were selected to reflect
plausible but severe macroeconomic and sector-specific risks. The testing did
not allow for the benefit of any action that could be taken by management to
preserve cash. This testing suggested that there would have to be at least a
33% fall in annual forecast revenue before the group breaches its financial
covenant., we believe that the risk of an event giving rise to this size of
reduction in revenue is remote based on current trading performance and future
outlook.
It should be noted that we remain in a period of material geopolitical and
macroeconomic uncertainty. The directors continue to closely monitor these
risks and their plausible impact.
Each of the Directors confirms that, to the best of their knowledge:
· This condensed consolidated interim financial information for the
six months ended 30 June 2025 has been prepared in accordance with UK adopted
International Accounting Standard 34 and Disclosure Guidance and Transparency
Rules of the United Kingdom's Financial Conduct Authority, gives a true and
fair view of the assets, liabilities, financial position and profit or loss of
the Company on a consolidated basis.
· The interim management report, which is incorporated into the
Chief -Executive Officer message, Operating Review and Financial Review,
includes a fair review of the information as required by:
· DTR 4.2.7R of the Disclosure Guidance and Transparency Rules,
being an indication of the important events that have occurred during the six
months of the current financial year and their impact on the condensed
consolidated interim financial information and a description of the principal
risks for the remaining six months of the year; and
· 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 impacted the financial
position or performance of the Group during the period and any material
changes in the related party transactions described in the Group's Annual
Report and Accounts for the year ended 31 December 2024.
By order of the Board
Justin Ash Harbant Samra
Chief Executive Officer Chief Financial Officer
30 July 2025
Independent review report of Spire Healthcare 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 of the Consolidated interim income statement,
Consolidated interim statement of comprehensive income, Consolidated interim
statement of changes in equity, Consolidated interim balance sheet,
Consolidated interim statement of cash flows and the related notes 1 to 28. We
have read the other information contained in the half yearly financial report
and considered whether it contains any apparent misstatements or material
inconsistencies with the information in the condensed set of financial
statements.
Based on our review, nothing has come to our attention that causes us to
believe that the condensed set of financial statements in the half-yearly
financial report for the six months ended 30 June 2025 is not prepared, in all
material respects, in accordance with UK adopted International Accounting
Standard 34 and the Disclosure Guidance and Transparency Rules of the United
Kingdom's Financial Conduct Authority.
Basis for Conclusion
We conducted our review in accordance with International Standard on Review
Engagements 2410 (UK) "Review of Interim Financial Information Performed by
the Independent Auditor of the Entity" (ISRE) issued by the Financial
Reporting Council. A review of interim financial information consists of
making enquiries, primarily of persons responsible for financial and
accounting matters, and applying analytical and other review procedures. A
review is substantially less in scope than an audit conducted in accordance
with International Standards on Auditing (UK) and consequently does not enable
us to obtain assurance that we would become aware of all significant matters
that might be identified in an audit. Accordingly, we do not express an audit
opinion.
As disclosed in note 2, the annual financial statements of the Group are
prepared in accordance with UK adopted international accounting standards. The
condensed set of financial statements included in this half-yearly financial
report has been prepared in accordance with UK adopted International
Accounting Standard 34, "Interim Financial Reporting".
Conclusions Relating to Going Concern
Based on our review procedures, which are less extensive than those performed
in an audit as described in the Basis for Conclusion section of this report,
nothing has come to our attention to suggest that management have
inappropriately adopted the going concern basis of accounting or that
management have identified material uncertainties relating to going concern
that are not appropriately disclosed.
This conclusion is based on the review procedures performed in accordance with
this ISRE, however future events or conditions may cause the entity to cease
to continue as a going concern.
Responsibilities of the directors
The directors are responsible for preparing the half-yearly financial report
in accordance with the Disclosure Guidance and Transparency Rules of the
United Kingdom's Financial Conduct Authority.
In preparing the half-yearly financial report, the directors are responsible
for assessing the company's ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to
liquidate the company or to cease operations, or have no realistic alternative
but to do so.
Auditor's Responsibilities for the review of the financial information
In reviewing the half-yearly report, we are responsible for expressing to the
Company a conclusion on the condensed set of financial statements in the
half-yearly financial report. Our conclusion, including our Conclusions
Relating to Going Concern, are based on procedures that are less extensive
than audit procedures, as described in the Basis for Conclusion paragraph of
this report.
Use of our report
This report is made solely to the company in accordance with guidance
contained in International Standard on Review Engagements 2410 (UK) "Review of
Interim Financial Information Performed by the Independent Auditor of the
Entity" issued by the Financial Reporting Council. To the fullest extent
permitted by law, we do not accept or assume responsibility to anyone other
than the company, for our work, for this report, or for the conclusions we
have formed.
Ernst & Young LLP
Reading, UK
30 July 2025
Condensed financial statements
Consolidated interim income statement
For the six months ended 30 June 2025
Six months ended 30 June (Unaudited)
2025 2024
(£ million) Notes Total before Adjusting Adjusting Total Total before Adjusting items Adjusting Total
items
items
items
(note 10) (note 10)
Revenue 5 796.7 - 796.7 762.5 - 762.5
Cost of sales (435.5) - (435.5) (416.4) - (416.4)
Gross profit 361.2 - 361.2 346.1 - 346.1
Other operating costs (286.1) (13.0) (299.1) (273.2) (8.8) (282.0)
Other income 7 0.9 - 0.9 2.8 4.7 7.5
Operating profit (EBIT) 8 76.0 (13.0) 63.0 75.7 (4.1) 71.6
Finance income 9 0.2 - 0.2 0.4 - 0.4
Finance costs 9 (52.4) - (52.4) (49.3) - (49.3)
Profit before taxation 23.8 (13.0) 10.8 26.8 (4.1) 22.7
Taxation 11 (6.7) 2.9 (3.8) (7.2) (1.4) (8.6)
Profit for the period 17.1 (10.1) 7.0 19.6 (5.5) 14.1
Profit for the period attributable 16.6 (10.1) 6.5 18.9 (5.5) 13.4
to owners of the Parent
Profit for the period attributable 0.5 - 0.5 0.7 - 0.7
to non-controlling interests
Profit per share (in pence per share)
- basic 12 4.1 (2.5) 1.6 4.7 (1.4) 3.3
- diluted 12 4.1 (2.5) 1.6 4.6 (1.4) 3.2
Consolidated interim statement of comprehensive income
For the six months ended 30 June 2025 Six months to 30 June (Unaudited)
(£ million) Notes 2025 2024
Profit for the period 7.0 14.1
Items that may be reclassified to profit or loss in subsequent
periods
(Loss) / profit on cash flow hedges 20 (1.7) 0.2
Taxation of cash flow hedges 0.4 -
Other comprehensive (loss) / income for the period (1.3) 0.2
Total comprehensive profit for the year, net of tax 5.7 14.3
Attributable to:
Equity holders of the parent 5.2 13.6
Non-controlling interests 0.5 0.7
Consolidated interim statement of changes in equity
For the six months ended 30 June 2025
(£ million) Notes Share capital Share premium Capital reserves EBT share reserves Retained loss Total Non-controlling interests Total equity
Hedging reserve
As at 1 January 2024 4.0 830.0 376.1 (0.7) 3.3 (472.8) 739.9 (2.1) 737.8
Profit for the period - - - - - 13.4 13.4 0.7 14.1
Other comprehensive income for the period - - - - 0.2 - 0.2 - 0.2
Total comprehensive income - - - - 0.2 13.4 13.6 0.7 14.3
Dividends paid 13 - - - - - (8.5) (8.5) - (8.5)
Purchase of own shares by EBT - - - (3.1) - - (3.1) - (3.1)
Utilisation of EBT shares for share awards - - - 2.5 - (2.5) - - -
Share based payments (net of tax) 23 - - - - - (1.8) (1.8) - (1.8)
As at 30 June 2024 4.0 830.0 376.1 (1.3) 3.5 (472.2) 740.1 (1.4) 738.7
As at 1 January 2025 4.0 830.0 376.1 (0.9) 2.1 (462.9) 748.4 (2.2) 746.2
Profit for the period - - - - - 6.5 6.5 0.5 7.0
Other comprehensive loss for the period - - - - (1.3) - (1.3) - (1.3)
Total comprehensive income - - - - (1.3) 6.5 5.2 0.5 5.7
Dividends paid 13 - - - - - (9.2) (9.2) - (9.2)
Purchase of own shares by EBT - - - (8.7) - - (8.7) - (8.7)
Utilisation of EBT shares for share awards - - - 3.6 - (3.2) 0.4 - 0.4
Share based payments (net of tax) 23 - - - - - 0.6 0.6 - 0.6
Additional interest acquired of non-controlling interest - - - - - (2.8) (2.8) 2.8 -
As at 30 June 2025 4.0 830.0 376.1 (6.0) 0.8 (471.0) 733.9 1.1 735.0
Consolidated interim balance sheet
As at
(£ million) Notes 30 June 2025 31 December 2024 (Audited)
(Unaudited)
ASSETS
Non-current assets
Property, plant and equipment 14 1,676.3 1,663.4
Intangible assets 15 439.9 437.4
Other receivables 16 3.8 4.4
Derivatives 20 - 0.4
Financial asset 12.3 12.3
2,132.3 2,117.9
Current assets
Financial assets - 2.5
Inventories 46.0 46.6
Trade and other receivables 16 159.8 131.4
Derivatives 20 1.2 2.5
Cash and cash equivalents 20.8 41.2
227.8 224.2
Non-current assets held for sale 17 4.4 1.1
232.2 225.3
Total assets 2,364.5 2,343.2
EQUITY AND LIABILITIES
Equity
Share capital 4.0 4.0
Share premium 830.0 830.0
Capital reserves 376.1 376.1
EBT share reserves (6.0) (0.9)
Hedging reserve 0.8 2.1
Retained loss (471.0) (462.9)
Equity attributable to owners of the parent 733.9 748.4
Non-controlling interests 1.1 (2.2)
Total equity 735.0 746.2
Non-current liabilities
Bank borrowings 18 374.3 363.5
Lease liabilities 19 808.3 811.0
Deferred tax liability 84.5 80.8
1,267.1 1,255.3
Current liabilities
Bank borrowings 18 3.2 3.6
Lease liabilities 19 107.2 101.8
Financial liabilities 26 0.7 8.0
Provisions 21 20.1 14.2
Trade and other payables 22 231.0 214.0
Income tax payable 0.2 0.1
362.4 341.7
Total liabilities 1,629.5 1,597.0
Total equity and liabilities 2,364.5 2,343.2
Consolidated interim statement of cash flows
For the six months ended 30 June 2025 Six months ended 30 June (Unaudited)
(£ million) Notes 2025 2024
Cash flows from operating activities
Profit before taxation 10.8 22.7
Adjustments for:
Depreciation 8 56.6 53.4
Amortisation 8 1.9 2.4
Non-cash Adjusting items 3.4 4.4
Share-based payments 23 2.2 2.1
Movement in financial assets - (0.3)
Movements in financial liabilities (0.3) (1.6)
Profit on disposal of property, plant and equipment 7 (0.3) (5.1)
Finance income 9 (0.2) (0.4)
Finance costs 9 52.4 49.3
126.5 126.9
Movements in working capital:
(Increase) in trade and other receivables (28.0) (21.2)
Decrease / (increase) in inventories 0.6 (1.2)
Increase in trade and other payables 17.2 13.1
Increase / (decrease) in provisions 1.9 (5.6)
Net cash from operating activities 118.2 112.0
Cash flows from investing activities
Purchase of property, plant and equipment (51.2) (51.5)
Acquisition of a subsidiary, net of cash acquired (2.8) -
Purchase of intangible assets (0.7) (2.1)
Proceeds of disposal of property, plant and equipment 0.3 10.4
Net cash used in investing activities (54.4) (43.2)
Cash flows from financing activities
Bank interest paid (11.4) (10.6)
Lease interest paid (40.6) (37.6)
Payment of lease principal (18.7) (10.6)
Additions of bank borrowings 10.0 -
Purchase of non-controlling interests (5.2) -
Settlement on vested share awards (0.8) (5.0)
Exercise of share awards by employees 0.4 -
Purchase of own shares (8.7) (3.1)
Dividends paid to equity holders of the parent 13 (9.2) (8.5)
Net cash used in financing activities (84.2) (75.4)
Net decrease in cash and cash equivalents (20.4) (6.6)
Cash and cash equivalents at beginning of period 41.2 49.6
Cash and cash equivalents at end of period 20.8 43.0
Adjusting items (note 10)
Adjusting items included in the cash flow (8.9) (3.5)
Total Adjusting items (13.0) (4.1)
1. General information
Spire Healthcare Group plc (the 'Company') and its subsidiaries (collectively,
the 'Group') owns and operates private hospitals and clinics in the UK and
provides a range of private healthcare services.
The Company is a public limited company, listed on the London Stock Exchange
and is incorporated, registered and domiciled in England and Wales (registered
number 09084066). The address of its registered office is 3 Dorset Rise,
London, EC4Y 8EN.
The condensed consolidated interim financial information for the six months
ended 30 June 2025 was approved by the Board on 30 July 2025.
2. Basis of preparation
The condensed consolidated interim financial information has been prepared in
accordance with the Disclosure Guidance and Transparency Rules of the
Financial Conduct Authority and with UK adopted International Accounting
Standard 34 "Interim Financial Reporting". It does not include all the
information required for full annual financial statements and should be read
in conjunction with information contained in the Group's Annual Report and
Accounts for the year ended 31 December 2024. The condensed consolidated
interim financial information has been reviewed, not audited.
The financial information contained in these interim statements do not
comprise statutory accounts within the meaning of section 434 of the Companies
Act 2006. Financial information for the year ended 31 December 2024 has been
extracted from the statutory accounts which were approved by the Board of
Directors on 5 March 2025 and delivered to the Registrar of Companies. The
report of the auditor on those accounts was unqualified, did not draw
attention to any matters by way of emphasis and did not contain statements
under section 498 (2) or (3) of the Companies Act 2006.
The accounting for the Acorn Occupational Health Limited business combination
is not complete and amounts recognised, are subject to adjustment in line with
IFRS 3 for up to 12 months from acquisition, with goodwill being adjusted
accordingly. Therefore, goodwill has not been allocated at H125 and there are
no indicators of impairment.
Going concern
The group assessed going concern risk for the period through to 31 December
2026. As at 30 June 2025 the group had cash of £20.8m and borrowings of
£375m of which £325m is a Senior Loan Facility (SFA) and £50m drawn
Revolving Credit Facility (RCF). The Group has access to an undrawn RCF of
£50m. The SFA and RCF mature in February 2027. These facilities were
refinanced in February 2022 and the one-year extension option was exercised on
3 March 2023. The financial covenants associated with this agreement remain
materially unchanged and no modifications have been made to the terms since
then.
The group has undertaken extensive activity to identify plausible risks which
may arise and mitigating actions, which in the first instance would include
management of working capital and constrained levels of capital investment.
Based on the current assessment of the likelihood of these risks arising by 31
December 2026, together with their assessment of the planned controllable
mitigating actions being successful, the directors have concluded it is
appropriate to prepare the accounts on a going concern basis. In arriving at
their conclusion, the directors have also noted that:
· Were these risks to arise in combination, it could result in a
liquidity constraint or, more sensitively, a breach of financial covenants.
However, the risk of this is considered remote based on available controllable
mitigating factors.
· The SFA and RCF mature in February 2027, which falls within our
medium-term forecasting period but after the end of the going concern review
period and the directors note that these facilities are due to be refinanced.
We have commenced a refinancing programme and are well progressed in the
process, with active engagement from lenders and positive initial feedback. We
are confident that the facilities will be re-financed and in place by early
2026 because of the advanced stage of discussions and the Group's strong
financial position and the time available to secure an appropriate
refinancing. In the very unlikely event that financing is not obtained, the
Group has an extensive freehold property portfolio which could be accessed
through sale and leaseback to provide the funding required.
The group has also assessed, as part of its reverse stress testing, the degree
of downturn in trading it could sustain before it breaches its financial
covenant. This stress testing was based on flexing revenue downwards from the
group's current forecast with a consistent percentage decline in variable
costs, whilst maintaining the forecast of fixed costs. The base case forecast
reflects current trading performance, which is broadly in line with
expectations, and assumes modest revenue growth over the going concern period,
stable gross margins, and continued cost control. The downside scenarios model
a range of stress events, including a decline in revenue and inflationary
pressures on operating costs. These scenarios were selected to reflect
plausible but severe macroeconomic and sector-specific risks. The testing did
not allow for the benefit of any action that could be taken by management to
preserve cash. This testing suggested that there would have to be at least a
33% fall in annual forecast revenue before the group breaches its financial
covenant., we believe that the risk of an event giving rise to this size of
reduction in revenue is remote based on current trading performance and future
outlook.
It should be noted that we remain in a period of material geopolitical and
macroeconomic uncertainty. The directors continue to closely monitor these
risks and their plausible impact.
3. Accounting policies
In preparing the condensed consolidated financial information, the same
accounting policies, methods of computation and presentation have been applied
as set out in the Group's Annual Report and Accounts for the year ended 31
December 2024 except for the application of new standards and amendments
mentioned below effective from 1 January 2025. The accounting policies are
consistent with those of the previous financial year and corresponding interim
period.
The annual financial statements of the Group will be prepared in accordance
with UK adopted International Accounting Standards (UK adopted International
Financial Reporting Standards ("IFRSs")).
New standards, interpretations and amendments applied
The Group has not early adopted any standard, interpretation or amendment that
was issued but is not yet effective.
The following amendments to existing standards were effective for the Group
from 1 January 2025. These have not had a material impact on the Group.
· Amendments to IAS 21 - Lack of Exchangeability
4. Significant judgements and estimates
The preparation of the condensed consolidated interim financial information
required management to make judgements, estimates and assumptions that affect
the application of accounting policies and the reported amount of assets,
liabilities, income and expenses. Actual results may differ from these
estimates.
The significant judgements and estimates used in the application of the
Group's accounting policies are the same as those described in the Group's
Annual Report and Accounts for the year ended 31 December 2024.
5. Revenue
All revenue is attributable to, and all non-current assets are located in, the
United Kingdom.
Revenue by location (inpatient, daycase or out-patient) and wider customer
(payor) group is shown below:
Six months ended 30 June (Unaudited)
2025 2024
(£ million) Hospitals Business Primary Care Total Hospitals Business Primary Care Total
Inpatient 288.1 - 288.1 279.3 - 279.3
Daycase 228.8 0.7 229.5 212.3 0.1 212.4
Out-patient 201.0 63.6 264.6 197.2 59.5 256.7
Other(*) 14.4 0.1 14.5 14.0 0.1 14.1
Total revenue 732.3 64.4 796.7 702.8 59.7 762.5
Insured 343.1 1.2 344.3 336.4 0.7 337.1
Self-pay 168.0 4.2 172.2 173.1 3.9 177.0
NHS 206.8 43.2 250.0 179.3 44.5** 223.8
Other(*) 14.4 15.8 30.2 14.0 10.6** 24.6
Total revenue 732.3 64.4 796.7 702.8 59.7 762.5
*Other revenue includes fees paid to the group by consultants (eg for the use
of group facilities and services), third-party revenue (e.g. pathology
services to third parties).
** In the prior year, £5.5m was incorrectly classified under NHS revenue
instead of being reported within Other revenue. This misclassification has not
been restated, as the amount is not considered material. Had the correction
been made, NHS revenue for H124 would have been £39.0m, reflecting a 10.8%
increase to £43.2m in H125. Correspondingly, Other revenue would have been
£16.1m, representing a (1.9)% decline to £15.8m in H125.
Group revenues increased by 4.5% to £796.7m (H124: £762.5m) driven by good
growth in both our Primary Care and Hospital business. Hospitals Business
revenue has increased by 4.2% to £732.3m (H124: £702.8m) as we have focused
on increasing high acuity procedures and pricing which has supported ARPC
growth of 4.3%, with Admissions and Outpatient Procedure volumes up by 1.4%.
Primary Care revenue was up 7.9% to £64.4m (H124: £59.7m), primarily driven
by Talking Therapies, delivered under our Vita brand.
6. Segmental reporting
In determining the group's operating segments, management has primarily
considered the financial information in internal reports that are reviewed and
used by the executive management team and board of directors (who together are
the chief operating decision maker of Spire Healthcare) in assessing
performance and in determining the allocation of resources. The financial
information in those internal reports in respect of revenue and expenses has
led management to conclude that the group has two operating segments, being
Hospitals Business and Primary Care.
The Hospitals Business is the Group's core business activity and consists of
hospitals, clinics, medical centres and consulting rooms. They provide
diagnostics, inpatient, day case and outpatient care in areas including
orthopaedics, gynaecology, cardiology, neurology, oncology and general
surgery.
Primary Care encompasses services focused on the primary care needs of
outpatients, including GP services, occupational health services or mental and
physical health services. This segment includes the activities of Vita Health
Group (VHG), Doctors Clinic Group (DCG) and clinics.
During 2025, the Group completed the integration of VHG and DCG into a unified
Primary Care platform. While VHG and DCG remain separate legal entities for
statutory purposes, they are no longer considered distinct operating segments
under IFRS 8. This is because the chief operating decision maker no longer
reviews discrete financial information for these entities individually.
Instead, performance is assessed at the consolidated Primary Care level, which
reflects the Group's strategic and operational integration of these services.
This integration included:
· The appointment of a unified leadership team and central
management structure;
· Consolidated governance and reporting processes;
· Joint tendering and bundled service offerings across the
entities; and
· Alignment of services by payor group (e.g., NHS, Corporate, B2C).
As a result, the Primary Care segment is now managed and monitored as a single
operating segment, this is consistent with the level of information reviewed
by the chief operating decision maker. In the prior year VHG, DCG and clinics
were reported as one reportable segment and therefore no restatements are
required.
Segment performance is evaluated based on profit or loss and is measured
consistently with profit or loss in the consolidated financial statements. The
balance sheet is evaluated on a Group level.
Six months ended 30 June (Unaudited)
2025 2024
(£ million) Hospitals Business Primary Care Total Hospitals Business Primary Care Total
Revenue 732.3 64.4 796.7 702.8 59.7 762.5
Cost of sales (392.9) (42.6) (435.5) (376.8) (39.6) (416.4)
Gross profit 339.4 21.8 361.2 326.0 20.1 346.1
Other operating costs (277.9) (21.2) (299.1) (263.2) (18.8) (282.0)
Other income 0.9 - 0.9 7.5 - 7.5
Segment operating profit (EBIT) 62.4 0.6 63.0 70.3 1.3 71.6
Finance income, finance costs and taxes are not allocated to individual
segments as these are managed on an overall Group basis. Reconciliation of
segment operating profit to Group profit for the period:
Six months ended 30 June (Unaudited)
(£ million) 2025 2024
Segment operating profit (EBIT) 63.0 71.6
Finance income 0.2 0.4
Finance costs (52.4) (49.3)
Profit before taxation 10.8 22.7
Taxation (3.8) (8.6)
Profit for the year 7.0 14.1
Operating profit is arrived at after charging:
Six months ended 30 June (Unaudited)
2025 2024
(£ million) Hospitals Business Primary Care Total Hospitals Business Primary Care Total
Depreciation of property, plant and equipment and right-of-use assets 55.5 1.1 56.6 53.1 0.3 53.4
Amortisation of intangible assets - 1.9 1.9 - 2.4 2.4
Lease payments made in respect of low value and short leases 8.1 1.8 9.9 8.9 2.1 11.0
Staff costs 285.5 48.4 333.9 271.0 43.7 314.7
The total pre-tax adjusting items is £13.0m (H124: £4.1m) of which £12.1m
(H124: £2.9m) relates to the Hospitals Business and £0.9m (H124: £1.2m)
relates to Primary Care.
7. Other income
Six months ended 30 June (Unaudited)
(£ million) 2025 2024
Fair value movement on financial asset - 0.3
Realised profit in respect of financial asset 0.3 0.5
Movement on financial liability 0.3 1.6
Profit on disposal of hospital (Adjusting items) - 4.7
Profit on disposal of property, plant and equipment 0.3 0.4
Total other income 0.9 7.5
The fair value movement in respect of the financial asset was recognised to
reflect the on-going profit share arrangement with Genesis Care which arose as
part of the sale of the Bristol Cancer Centre in 2019. Profits of £0.3m have
been realised in respect of this arrangement.
On 21 February 2025 Brighton Orthopaedic and Sports Injury Clinic Limited
(BOSIC) formally notified Spire Healthcare of the intention to exercise their
option. The total consideration for the transaction was £7.7m. The fair value
movement on financial liability relates to the final settlement of the
liability being lower than the balance held as at December 2024 refer to note
26 for more detail.
8. Operating profit
Operating profit has been arrived at after charging / (crediting):
Six months ended 30 June (Unaudited)
(£ million) 2025 2024
Amortisation of intangible assets 1.9 2.4
Depreciation of property, plant and equipment 34.0 33.5
Depreciation of right of use assets 22.6 19.9
Lease payments made in respect of low value and short leases 9.9 11.0
Movement on the provision for expected credit losses of trade receivables (1.7) 1.2
Staff costs (excluding staff restructuring costs) 324.3 312.9
Staff restructuring costs 9.6 1.8
Acquisition-related transaction costs (adjusting item) (see note 10) 0.3 -
Cost of sales for the period ended 30 June 2025 includes inventories
recognised as an expense amounting to £145.0m (2024: £138.2m).
9. Finance income and costs
Six months ended 30 June (Unaudited)
(£ million) 2025 2024
Finance income:
Interest income on bank deposits 0.2 0.4
Total finance income 0.2 0.4
Finance costs:
Interest on bank facilities 11.0 10.9
Amortisation of fee arising on facilities extensions/borrowing costs(*) 0.8 0.8
Interest on obligations under leases 40.6 37.6
Total finance costs 52.4 49.3
Total net finance costs 52.2 48.9
* Borrowing costs of £5.0m were capitalised to the senior finance facility,
these are being amortised over the period of the facility.
10. Adjusting items
Six months ended 30 June (Unaudited)
(£ million) 2025 2024
Business reorganisation and corporate restructuring costs 9.6 1.8
Asset acquisitions, disposals and aborted project costs 1.3 (4.0)
Remediation of regulatory compliance or malpractice 1.2 4.6
Clinic set up costs 0.2 0.8
Amortisation on acquired intangible assets 0.7 0.9
Total Adjusting items 13.0 4.1
Income tax (charge) / credit on Adjusting items (2.9) 1.4
Total post-tax Adjusting items 10.1 5.5
Adjusting items comprise those matters where the Directors believe the
financial effect should be adjusted for due to their nature or amount, in
order to provide a more comparable measure of the Group's underlying
performance.
Asset acquisitions, disposals and aborted projects costs includes costs for
the acquisition the group has made of Acorn Occupational Health Limited
("Acorn"). Refer to acquisition note 27 for more details. In addition, there
are costs associated with several ongoing projects.
Business reorganisation and corporate restructuring relates to the Group
announcement of a strategic, group wide initiative in 2021 that will enable a
more efficient business operating model, including leveraging digital
solutions and technology. As announced the Group are restructuring our
clinical staffing models to provide more agile and flexible resourcing and
relocating admin roles to our patient support centres. As a result of these
initiatives, additional costs of £9.6m (December 2024: £3.5m) have been
incurred in the period, bringing costs to date of £18.9m. This initiative is
being implemented over several phases and is likely to be materially completed
at the end of 2027. Future costs are not disclosed as a reliable estimate
cannot be made due to the nature of these costs.
Remediation of regulatory compliance or malpractice costs of £1.2m relate to
legal fees have been incurred for the ongoing inquests into the patients of
Ian Paterson.
In the prior year £4.6m related to an increase in the provision established
by Spire Healthcare in respect of implementing the recommendations of the
Public Inquiry including a detailed patient review and support for patients of
Paterson. The detailed patient review in H2 2024 reached the milestone of
having contacted all living patients and invited them, where appropriate, to
consultations to discuss their care. As a consequence, the rate of new claims
has dropped significantly, as most patients now have the outcomes of their
reviews and where they have chosen to, have initiated their claims. Claims
activity in the first half of the year has therefore been in line with the
assumptions taken by management and the provision established at the year end.
As a result, there has been no subsequent increase in the provision. Whilst it
is possible that, as further information becomes available, an adjustment to
this provision will be required, at this time it reflects management's best
estimate of the costs and settlement of claims.
Clinic set up costs relate to the final costs incurred for the set-up of the
Harrogate clinic prior to opening majority of these costs were incurred in
FY2024 as the clinic opened in January 2025.
£0.7m of amortisation on acquired intangible assets related to the customer
contracts recognised on the acquisition of Vita Health Group in October 2023.
11. Taxation
Six months ended 30 June (Unaudited)
(£ million) 2025 2024
Current tax:
UK Corporation tax credit - (0.3)
Total current tax credit - (0.3)
Deferred tax:
Origination and reversal of temporary differences 6.6 6.6
Impact of Adjusting items (2.9) 1.4
Adjustments in respect of previous periods 0.1 0.9
Total deferred tax charge 3.8 8.9
Total tax charge 3.8 8.6
The tax charge for the period has been calculated using an estimate of the
effective annual rate of tax for the full year (c.29%). This has been applied
to the pre-tax profits for the six months ended 30 June 2025 resulting in a
charge of £3.2m. The Group has separately calculated the tax rates on
discrete items and disallowable costs in adjusting items which results in an
increase in tax of £0.6m. These discrete items in H125 distort the effective
tax rate (ETR) at H125, being 35% on statutory profit, and 28% on an adjusted
basis.
The total tax charge for H125 is £3.8m, the charge is a non-cash movement and
is caused by temporary differences mainly due to the difference in the tax
base versus the accounting base for assets.
Pillar Two Legislation, reflecting the OECDs Base Erosion Profit Shifting
('BEPs') framework was effective for periods beginning 1 January 2024. The
Group continues to only operate in the UK. Based on the Group's assessment,
the Pillar Two effective tax rates continue to be above 15% and therefore the
group does not expect an exposure to Pillar Two top-up taxes.
12. Earnings per Share (EPS)
Basic earnings per share is calculated by dividing the profit attributable to
equity holders of the Company by the weighted average number of ordinary
shares outstanding during the period.
Six months ended 30 June (Unaudited)
2025 2024
Profit for the period attributable to owners of the Parent (£ million) 6.5 13.4
Weighted average number of ordinary shares 402,759,076 404,126,715
Adjustment for weighted average number of shares held in the Employee Benefit (2,171,240) (465,074)
Trust (EBT)
Weighted average number of ordinary shares in issue (No.) 400,587,836 403,661,641
Basic profit per share (in pence per share) 1.6 3.3
For dilutive earnings per share, the weighted average number of ordinary
shares in issue is adjusted to include all dilutive potential ordinary shares
arising from share options.
Six months ended 30 June (Unaudited)
2025 2024
Profit for the period attributable to owners of the Parent (£ million) 6.5 13.4
Weighted average number of ordinary shares in issue 400,587,836 403,661,641
Adjustment for weighted average number of contingently issuable shares 5,376,883 10,325,017
Diluted weighted average number of ordinary shares in issue (No.) 405,964,719 413,986,659
Diluted profit per share (in pence per share) 1.6 3.2
The Directors believe that EPS excluding Adjusting items ("adjusted EPS")
better reflects the underlying performance of the business and assists in
providing comparable performance of the Group.
Reconciliation of profit to Adjusted Profit (profit excluding Adjusting
items):
Six months ended 30 June (Unaudited)
2025 2024
Profit for the period attributable to owners of the Parent (£ million) 6.5 13.4
Adjusting items (net of taxation) (see note 10) 10.1 5.5
Adjusted profit after tax (£ million) 16.6 18.9
Weighted average number of Ordinary Shares in issue 400,587,836 403,661,641
Weighted average number of dilutive Ordinary Shares 405,964,719 413,986,659
Adjusted basic earnings per share (in pence per share) 4.1 4.7
Adjusted diluted earnings per share (in pence per share) 4.1 4.6
13. Dividends
Six months ended 30 June (Unaudited)
2025 2024 2025 2024
Amounts recognised as distributions to equity shareholders Pence per share Pence per share £ million £ million
Ordinary shares
Final dividend for the year ended 31 December 2024 (31 December 2023) 2.3 2.1 9.2 8.5
Total dividends 2.3 2.1 9.2 8.5
14. Property, plant and equipment
Leasehold Assets in the course
(£ million) Freehold property improvements Equipment of construction Sub-total Right of use asset Total
Net book value at 1 January 2025 648.5 151.3 181.1 40.1 1,021.0 642.4 1,663.4
Additions 2.5 5.3 22.5 20.9 51.2 15.7 66.9
Acquisition of subsidiary - - 0.2 - 0.2 - 0.2
Adjustments to ROU - - - - - 5.7 5.7
Transferred to Assets held for sale (3.3) - - - (3.3) - (3.3)
Transfers - 2.6 1.1 (3.7) - - -
Depreciation (6.2) (5.5) (22.3) - (34.0) (22.6) (56.6)
Net book value at 30 June 2025 641.5 153.7 182.6 57.3 1,035.1 641.2 1,676.3
The net book value of land within Freehold property is £156.3m (December
2024: £156.3m). The Group has pledged nine of its freehold properties as
security for the senior finance facility, and the net book value of these
properties is £121.9m (December 2024: £120.0m). There were no borrowing
costs capitalised during the period (2024: Nil).
Right of use assets are included in the following property, plant and
equipment categories:
(£ million) Leasehold Property Equipment & motor vehicles Total
Net book value at 1 January 2025 617.0 25.4 642.4
Additions 7.9 7.8 15.7
Adjustments to ROU 5.7 - 5.7
Depreciation (18.3) (4.3) (22.6)
Net book value at 30 June 2025 612.3 28.9 641.2
Impairment testing
The Directors consider property and property right of use assets for
indicators of impairment semi-annually. As equipment and leasehold
improvements do not generate independent cash flows, they are considered
alongside the property as a single cash-generating unit ("CGU"). When making
the assessment, the value-in-use of the property is compared with its carrying
value in the accounts. Where headroom is significant, no further work is
undertaken. Where headroom is minimal, a detailed assessment is performed for
the property, which includes identifying the factors resulting in limited
headroom and undertaking financial forecasts to assess the level of
sensitivity this has on key assumptions.
In order to estimate the value-in-use, management has used trading projections
covering the period to December 2029 from the most recent board approved
strategic plan. The variables in the cash flows are interdependent and
reflect management's expectations based on past experience and current market
trends, taking into account both current business and committed initiatives.
To the extent that there was a shortfall between the recent actual cash flows
and forecast, the future cash flows have been adjusted to reflect any
initiatives implemented by management to address the underlying cause. In
addition, Management considers the potential financial impact from short term
climate change scenarios, and the cost of initiatives that have substantially
commenced by the Group to manage the longer- term climate impacts.
Key assumptions
Management identified a number of key assumptions relevant to the value-in-use
calculations, being EBITDA growth over the four-and-a-half-year period,
capital maintenance spend, discount rates and long term growth rates. The
assumptions are based on past experience and external sources of information.
The trading projections for the four-and-a-half-year period underlying the
value in use reflect a growth in EBITDA. EBITDA is based on a number of
elements of the operating model over the longer-term, including pricing
trends, volume growth and the mix and complexity of procedures and assumptions
regarding cost inflation.
Management have performed a sensitivity analysis on properties triggered for
review by using reasonably possible changes for each key assumption, keeping
all other assumptions constant. The sensitivity analysis included an
assessment of the break-even point for each of the key assumptions.
The sensitivity analysis identified one property that a reasonably possible
change would eliminate the headroom of the property. The property has a
headroom of £7.1m and is sensitive to the EBITDA growth over the five-year
period as it would result in the elimination of headroom. The average annual
EBITDA growth over the five years is 9.6%. The annual EBITDA over the
five-year period would have to decrease by 3.5% per annum to eliminate the
headroom. Additionally, the property is sensitive to changes in the discount
rate, which would need to increase by 200bps to result in the elimination of
the headroom.
The Group has used a pre-tax discount rate of 11.3% (December 2024: 11.2%). A
long-term growth rate of 2.0% has been applied to cash flows beyond 2029 based
on long term view of inflation, revenue growth and market conditions. Capital
maintenance spend is based on historic run rates and our expectations of the
Group's requirements. The sensitivity testing identified no reasonably
possible changes in the capital maintenance and long-term growth rates that
would cause the carrying amount of any CGU to exceed its recoverable amount.
As a result, management believe that the EBITDA growth assumption constitutes
a source of estimation uncertainty as they consider that there is a risk of a
change to its estimate of this assumption within the next 12 months.
15. Intangible assets
(£ million) Goodwill Customer contracts IT projects Mobilisation costs Total
Net book value at 1 January 2025 411.6 18.5 4.8 2.5 437.4
Acquisition of a subsidiary 3.3 0.4 - - 3.7
Additions - - 0.6 0.1 0.7
Depreciation - (0.7) (0.9) (0.3) (1.9)
Net book value at 30 June 2025 414.9 18.2 4.5 2.3 439.9
Impairment testing
The Directors have reviewed goodwill of £414.9m for indicators of significant
impairment since the most recent financial year end. As at 31 December 2024
the recoverable amount of goodwill exceeded the carrying amount by
c.£1,204.7m. At that time, goodwill was allocated to three separate groups of
cash-generating units (CGUs): £334.6 for Hospitals Business; £65.9m for Vita
Health Group (VHG); and £11.1m for The Doctors Clinic Group (DCG), reflecting
their independent operations and cash inflows.
During the first half of 2025, the Group completed the integration of VHG and
DCG into a unified Primary Care platform. This integration included the
alignment of leadership, governance, operational systems, and financial
reporting. As a result, cash inflows across these businesses became
interdependent, and performance is now monitored at the consolidated Primary
Care level.
In accordance with IAS 36 - Impairment of Assets, this change in how the
businesses are managed and monitored triggered a reclassification of CGUs.
From early 2025, goodwill is tested at the Primary Care CGU group level, which
aligns with the Group's operating segment structure and does not exceed the
size of an operating segment.
Prior to the reallocation of goodwill, an impairment test was performed on the
original CGU groups, confirming that the recoverable amount continued to
exceed the carrying amount.
As at the reporting date, there have been no indicators of impairment and
therefore management have not performed a detailed impairment calculation for
the interim period.
16. Trade and other receivables
As at
(£ million) 30 June 2025 (Unaudited) 31 December 2024 (Audited)
Trade receivables 99.6 83.1
Unbilled receivables 28.2 22.2
Prepayments 27.2 26.1
Other receivables 9.3 6.2
164.3 137.6
Allowance for expected credit losses (4.5) (6.2)
Trade and other receivables 159.8 131.4
Other receivables include a balance of £0.1m relating to the recognition of a
finance lease receivable. In the prior year as part of the sale of the
Tunbridge Wells hospital the Group entered into a sub lease agreement to lease
the Tunbridge Wells property to the NHS trust. The terms of the sub lease are
the same as the head lease refer to note 19 for more detail. The non-current
portion of the £3.8m (2024: £4.3m) of the finance lease receivable is due
after more than one year and £0.1m (2024: £0.1m) is due within one year.
Other receivables of £9.3m includes £6.3m insurance reimbursement right
(2024: £4.3m); and £1.1m (2024: £1.3m) reimbursement right related to the
Paterson fund.
The Paterson fund is being held by solicitors on account until payments are
made, with any amount not paid out being returned to Spire Healthcare. During
the period, £0.2m was paid out of this fund and no payments made into fund.
The amounts paid to the Paterson fund do not reflect an investment in a
financial asset, but merely a right to reimbursement should the fund not be
utilised in full.
17. Non-current assets held for sale
As at 30 June 2025, the Group's management committed to the sale of the
Regents Gate property, which housed certain administrative functions that have
been transferred elsewhere. The property is expected to be sold within twelve
months and has been classified as held for sale. No impairment loss has been
recognised upon reclassification.
In addition, management has committed to the sale of a parcel of land located
at Bostocks Lane, following the acceptance of an offer. The sale remains
highly probable, and there has been no change in the assessment since initial
classification. As such, the asset continues to be presented as held for sale.
As at
(£ million) 30 June 2025 (Unaudited) 31 December 2024 (Audited)
East Midlands Cancer Centre property (Bostocks Lane) 1.1 1.1
Regents Gate 3.3 -
Total assets held for sale 4.4 1.1
18. Bank Borrowings
The bank loans are secured on fixed and floating charges over both the present
and future assets of material subsidiaries of the Group. During 2023, the
Group exercised the option to extend the facility by a further year. There
have been no modifications to the agreement terms as a result. The
arrangement has a maturity of February 2027. The financial covenants relating
to this agreement and the extension are materially unchanged. The loan is
non-amortising and carries interest at a margin of 2.05% over SONIA (2024:
2.05% over SONIA).
As at
(£ million) 30 June 2025 (Unaudited) 31 December 2024 (Audited)
Amount due for settlement within 12 months 3.2 3.6
Amount due for settlement after 12 months 374.3 363.5
Total bank borrowings 377.5 367.1
Net debt for the purposes of the covenant test in respect of the Senior Loan
Facility was £354.2m (December 2024: £323.8m) and the net debt to EBITDA
ratio was 2.2x (December 2024: 2.0x). The net debt for covenant purposes
comprises the senior facility of £325.0m, drawn revolving credit facility of
£50.0m less cash and cash equivalents of £20.8m. EBITDA for covenant
purposes comprises Adjusted EBITDA for Last Twelve Months (LTM) of pre-IFRS 16
Adjusted EBITDA of £172.4m (December 2024: £171.1m) less the rental of a
property lease pre-IFRS 16 of £10.7m (December 2024: £10.4m).
Terms and debt repayment schedule
The maturity date is the date on which the relevant bank loans are due to be
fully repaid, as at the balance sheet date.
The carrying amounts drawn (after issue costs and including interest accrued)
under facilities in place at the balance sheet date were as follows:
(£ million) Maturity Margin over SONIA 30 June 2025 (Unaudited) 31 December 2024 (Audited)
Senior finance facility February 2027 2.05% 327.5 327.1
Revolving credit facility February 2027 1.95% 50.0 40.0
Changes in bank borrowings and lease liabilities arising from financing
activities
(£ million) 1 January Cash flows Non-cash changes(*) 30 June
Additions
2025
Bank loans 367.1 (11.4) 11.8 10.0 377.5
Lease liabilities 912.8 (59.3) 40.6 21.4 915.5
Total 1,279.9 (70.7) 52.4 31.4 1,293.0
* Non-cash changes reflect accrued interest charged on the loan and interest
charge on lease liabilities. Amortised fees of £0.8m are included in non-cash
changes for bank loans.
(£ million) 1 January Cash flows Non-cash changes Additions 30 June
2024
Bank loans 365.3 (10.6) 11.7 - 366.4
Lease liabilities 891.7 (48.2) 37.6 4.7 885.8
Total 1,257.0 (58.8) 49.3 4.7 1,252.2
Effect of covenants
The Group's non-current bank borrowings include borrowings amounting to £375m
that contain covenants, which, if not met, would result in the borrowings
becoming repayable on demand. These borrowings are otherwise repayable more
than 12 months after the end of the reporting period. The financial covenants
is for the leverage ratio to be below 4.0x and interest cover to be in excess
of 4.0x. As at 30 June 2025 the Group complied with all covenants as the
leverage measure stood at 2.2x and interest cover of 7.4x and therefore bank
borrowings remain classified as non-current liabilities.
19. Lease liability
The Group has finance arrangements in place in respect of hospital properties,
vehicles, office and medical equipment. The leases are secured on fixed and
floating charges over both the present and future assets of material
subsidiaries in the Group. Leases, with a present value liability of £915.5m
(December 2024: £912.8m), expire in various years to 2046 and carry
incremental borrowing rates in the range 3.2% - 14.6% (2024: 3.2% - 14.6%).
Rent in respect of hospital property leases are reviewed annually with
reference to RPI, subject to assorted floors and caps. The discount rate used
is calculated on a lease-by-lease basis, and based on estimates of incremental
borrowing rates.
In the prior year,the Group sold its Tunbridge Wells Hospital business to
Maidstone and Tunbridge Wells NHS Trust, as part of the sale agreement the
Group has entered into a sub lease agreement with the Trust to lease the
Tunbridge Wells property. The finance lease receivable represents the cash
flows receivable from the Trust to settle the lease obligation in the head
lease.
In the period, the Group recognised charges of £1.3m (2024: £6.3m) of lease
expenses relating to low value leases and £8.6m (2024: £4.7m) of short term
leases for which the exemption under IFRS 16 has been taken. Cash outflows in
respect of these are materially in line with the expense recognised, resulting
in a total cash outflow for all leases of £69.2m (2024: £59.2m). The Group
has not made any variable lease payments in the year. The Group is a lessor to
one lease to external parties and has recognised a finance lease receivable of
£3.8m (2024: £4.4m) the terms of the sub-lease are the same as those
contained in the head-lease. There have been no (2024 : no) sale and leaseback
transactions in this period.
Some leases receive RPI increases on an annual basis which affects both the
cash flow and interest charged on those leases. Except for this increase, cash
flows and charges are expected to remain in line with the current period.
20. Derivatives
The Group has a derivative contract in respect of an interest rate swap in
place:
As at
(£ million) 30 June 2025 (Unaudited) 31 December 2024 (Audited)
Amount due for settlement within 12 months 1.2 2.5
Amount due for settlement after 12 months - 0.4
Total derivatives 1.2 2.9
The Group entered into interest rate swaps on 25 July 2022 with a maturity
date of 23 February 2026. The movement in respect of derivatives reflects
£1.4m (December 2024: £4.3m) recycled in the period and a £0.3m gain
(December 2024: £2.8m credit) in fair value. All movements are reflected
within other comprehensive income.
21. Provisions
The movement for the period in the provisions is as follows:
(£ million) Medical Business restructuring Total
malpractice
and other
At 1 January 2025 13.2 1.0 14.2
Increase in existing provisions 2.8 4.0 6.8
Provisions utilised (0.9) - (0.9)
Provisions released - - -
At 30 June 2025 15.1 5.0 20.1
Medical malpractice relates to estimated liabilities arising from claims for
damages in respect of services previously supplied to patients. During the
period £2.8m was added due to additional claims received, and £0.9m
utilised. Amounts are shown gross of insured liabilities. Any such insurance
recoveries of £6.3m (December 2024: £4.6m) are recognised in other
receivables.
In response to the publication of the Public Inquiry report on Paterson on 4
February 2020, Spire Healthcare established a provision in respect of
implementing the recommendations including a detailed patient review and
support for patients. Since inception of the provision in 2021 £13.7m has
been utilised in settlement of patient claims. The provision was established
by Spire Healthcare in respect of implementing the recommendations of the
Independent Inquiry including a detailed patient review and support for
patients of Paterson. The project is complex and the process for review and
settlement of claims, where relevant, takes some time. The detailed patient
review has now reached the milestone of having contacted all living patients
and invited them, where appropriate, to consultations to discuss their care.
As a consequence, the rate of new claims has dropped significantly, as most
patients now have their outcomes of their review and where they have chosen
to, have initiated their claim. Claims activity in the first half of the year
has therefore been in line with the assumptions taken by management and the
provision established at the year end. As a result there has been no
subsequent increase in the provision. In addition, £1.2m of legal fees have
been incurred for the ongoing inquests. While it is possible that, as further
information becomes available, an adjustment to this provision will be
required, at this time it reflects management's best estimate of the costs and
settlement of claims.
As at 30 June 2025, the business restructuring and other provisions increased
by £4.0m. This has been recognised due to an announcement made by the Group
in May 2025 to restructure its clinical and admin teams in hospitals. A
provision of £4.0m has been recognised for employee termination benefits and
contract cancellation costs. The provision is expected to be utilised in H2.
The remaining provision relates to dilapidation provisions for the primary
care business, as in prior periods.
Management have sought external counsel advice, where appropriate, to
determine the appropriate provision levels.
Provisions as at 30 June 2025 are materially considered to be current and
expected to be utilised at any time within the next twelve months.
22. Trade and other payables
As at
(£ million) 30 June 2025 (Unaudited) 31 December 2024 (Audited)
Trade payables 103.5 84.9
Accrued expenses 56.8 53.8
Deferred income 6.1 10.5
Social security and other taxes 12.3 18.4
Other payables 52.3 46.4
Trade and other payables 231.0 214.0
Accrued expenses includes holiday pay accrued of £2.6m (December 2024:
£2.1m).
Other payables includes an accrual for pensions and payments on account.
Revenue in respect of payments on account are not recognised until the
performance obligation has been met. At June 2025, the balance of payments on
account was £8.5m (December 2024: £8.0m), and other credit balances, largely
relating to NHS credits, were £40.4m (December 2024: £38.1m).
23. Share-based payments
The Group operates a number of share-based payment schemes for Executive
Directors and other employees, all of which are equity-settled.
The Group has no legal or constructive obligation to repurchase or settle any
of the options in cash. The total cost recognised in the income statement was
£2.2m in the six months ended 30 June 2025 (2024: £2.1m). Employer's
National Insurance is also being accrued, where applicable, at the rate of
14.3%, which management expects to be the prevailing rate at the time the
options are exercised, based on the share price at the reporting date. The
total National Insurance charge for the period was £0.3m (2024: £0.2m).
A summary of additional schemes granted in the period are shown below:
Long Term Incentive Plan
On 27 March 2025, the Company granted a total of 2,955,802 options to the
executive directors and other senior management. The options will vest based
on return on capital employed ('ROCE') (35%) targets for the financial year
ending 31 December 2027, relative total shareholder return ('TSR') (20%)
targets over the three-year period to 31 December 2027, EBIT margin (15%)
targets for the financial year ending 31 December 2027 for the Company's
Hospital Business and operational excellence ('OE') (30%) targets based on
employee engagement targets and regulatory ratings for the current portfolio
of hospitals and clinics (but excluding any new acquisitions during the
performance period). The options are subject to continued employment and, upon
vesting, will remain exercisable until March 2035. The executive directors are
subject to a two-year holding period.
On 19 June 2025, the Company also granted a total of 288,995 options to senior
management. These options will vest based on return on capital employed
('ROCE') (35%) targets for the financial year ending 31 December 2027,
relative total shareholder return ('TSR') (20%) targets on performance over
the three-year period to 31 December 2027, EBIT margin (15%) targets for the
financial year ending 31 December 2027 for the Company's Hospital Business and
operational excellence ('OE') (30%) targets based on employee engagement
targets and regulatory ratings for the current portfolio of hospitals and
clinics (but excluding any new acquisitions during the performance period).
The options are subject to continued employment and, upon vesting, will remain
exercisable until March 2035.
Deferred Share Bonus Award
On 13 March 2025, the Company granted a total of 90,626 options to executive
directors, with a vesting date of 13 March 2028. There are no performance
conditions in respect of the scheme and is subject to continued employment.
24. Non-controlling interest
In 2023, the Group entered into an agreement with the non-controlling interest
of one of its subsidiaries, Montefiore House Limited, in which both parties
can exercise an option for Spire Healthcare to purchase the remaining 25%
interest in the subsidiary at a future date. On 21 February 2025 Brighton
Orthopaedic and Sports Injury Clinic Limited (BOSIC) formally notified Spire
Healthcare of the intention to exercise their option. The total consideration
for the transaction was £7.7m, of which £2.5m had been prepaid. The
remaining balance of £5.2m was settled in cash on 28 May 2025. The
accumulated non-controlling interest equity of £2.8m relating to the 24.9%
interest acquired has been reclassified to retained earnings in the current
year.
25. Financial risk management, impairment of financial assets and commitments
The Group has exposure to the following risks from its use of financial
instruments:
· credit risk;
· liquidity risk; and
· market risk.
Note 33 in the Annual Report and Accounts 2024 sets out the Group's policies
and processes for measuring and managing risk. These have not changed
significantly during the period to 30 June 2025.
Credit risk and impairment
Credit risk is the risk of financial loss to the Group if a customer or
counterparty to a financial instrument fails to meet its contractual
obligations, and arises principally from the Group's receivables from
customers and investment securities.
Trade and other receivables
The Group's exposure to credit risk is influenced mainly by the individual
characteristics of each customer. The Group's exposure to credit risk from
trade receivables is considered to be low because of the nature of its
customers and policies in place to prevent credit risk occurring in normal
circumstances. A large proportion of revenue arise from insured patients'
business and the NHS. Insured revenues give rise to trade receivables which
are mainly due from large insurance institutions, which have high credit
worthiness. The remainder of revenues arise from individual self-pay patients
and Consultants. Individual self-pay patients continue to be the largest risk
for the Group given the current economic uncertainty. The Expected Credit Loss
("ECL") as at June 2025 is £4.6m (December 2024: £6.2m).
The Group establishes an allowance for impairment that represents its expected
credit loss in respect of trade and other receivables. This allowance is
composed of specific losses that relate to individual exposures and also an
expected credit loss component established using rates reflecting historic
information for payor groups, and forward looking information. Given the
continued economic uncertainty, the Group has considered the provision
required, specifically for self-pay patients and maintained an adjustment to
the provision accordingly, which is in line with the position at December
2024.
Investments
The Group limits its exposure to credit risk by only investing in short-term
money market deposits with large financial institutions, which must be rated
at least Investment Grade by key rating agencies.
Interest rate risk
Interest rates on variable rate loans are determined by SONIA fixings on a
quarterly basis. Interest is settled on all loans in line with agreements and
is settled at least annually.
Variable Total Undrawn facility
30 June 2025 (£ million) 375.0 375.0 50.0
Effective interest rate (%) 5.58% 5.58%
31 December 2024 (£ million) 365.0 365.0 60.0
Effective interest rate (%) 5.85% 5.85%
The following derivative contracts were in place at 30 June 2025 (December
2024: £2.9m asset):
(£ million) Interest rate Maturity date Notional Amount Carrying value Asset / (Liability)
Interest rate swap 2.7780% February 2026 162.5m 1.2
The fair value of the above instrument is considered the same as its carrying
value. In line with disclosures in note 33 of the 2024 Annual report and
accounts, the above instrument uses level 2 of the fair value hierarchy to
measure the fair value of the instrument.
Sensitivity analysis
A change in 25 basis points in interest rates at the reporting date would have
increased/(decreased) equity and reported results by the amounts shown below.
This analysis assumes that all other variables remain constant.
Profit or loss Equity
(£ million) 25bp increase 25bp decrease 25bp increase 25bp decrease
30 June 2025
Variable rate instruments (0.5) 0.5 (0.5) 0.5
31 December 2024
Variable rate instruments (0.5) 0.5 (0.5) 0.5
Liquidity risk
The following are contractual maturities, as at the balance sheet date, of
financial liabilities, including interest payments and excluding the impact of
netting arrangements:
30 June 2025 Maturity analysis
(£ million) Carrying amount Contractual cash outflow/ (inflow) Within 1 year Between 1 and 2 years Between 2 and 3 years Between 3 and 4 years Between 4 and 5 years More than 5
Trade and other payables 212.6 212.6 212.6 - - - - -
Bank borrowings 377.5 413.6 21.8 391.8 - - - -
Lease liabilities 915.5 1,770.4 107.2 105.9 105.8 104.9 103.7 1,242.9
1,505.6 2,396.6 341.6 497.7 105.8 104.9 103.7 1,242.9
Derivative interest rate swap (1.2) (1.4) (1.4) - - - - -
Total 1,504.4 2,395.2 340.2 497.7 105.8 104.9 103.7 1,242.9
Maturity analysis
31 December 2024
(£ million) Carrying amount Contractual cash flows Within 1 year Between 1 and 2 years Between 2 and 3 years Between 3 and 4 years Between 4 and 5 years More than 5
Trade and other payables 185.1 185.1 185.1 - - - - -
Bank borrowings 367.1 418.6 23.7 22.6 372.3 - - -
Lease liabilities 912.8 1,802.5 104.7 104.1 103.1 103.1 101.9 1,285.6
1,465.0 2,406.2 313.5 126.7 475.4 103.1 101.9 1,285.6
Derivative interest rate swap (2.9) (3.3) (2.6) (0.7) - - - -
Total 1,462.1 2,402.9 310.9 126.0 475.4 103.1 101.9 1,285.6
Capital management
At the balance sheet date, the Group's committed undrawn facilities, and cash
and cash equivalents were as follows:
As at
(£ million) 30 June 2025 (Unaudited) 31 December 2024 (Audited)
Committed undrawn revolving credit facility 50.0 60.0
Cash and cash equivalents 20.8 41.2
Capital commitments
Capital commitments comprise amounts payable under capital contracts which are
duly authorised and in progress at the balance sheet date. They include the
full costs of goods and services to be provided under the contracts through to
completion. The Group has rights within its contracts to terminate at short
notice, and therefore, cancellation payments are minimal.
Capital commitments at the balance sheet date were £23.9m (December 2024:
£24.7m).
Bases of valuation
Management assessed that cash and short-term deposits, trade receivables,
trade payables and other current liabilities approximate their carrying
amounts largely due to the short-term maturities of these instruments. The
carrying value of debt is approximately equal to its fair value. During the
period, there were no transfers between the levels in the fair value
hierarchy.
A derivative is a financial instrument whose value is based on one or more
underlying variables. The Group uses derivative financial instruments to hedge
its exposure to interest rate risk. Derivatives are not held for speculative
reasons. Fair values are obtained from market observable pricing information
including interest rate yield curves and have been calculated as follows; fair
value of interest rate swaps is determined as the present value of the
estimated future cash flows based on observable yield curves.
The financial asset reflects a profit share arrangement with a partner. There
are no market observable prices for the valuation. Management uses the
expected present value technique - method 2 in determining the fair value of
the arrangement. Management uses forward looking and historical trends of the
partner's gross profits, growth rate, risk factors and an appropriate discount
rate to determine the fair value. Sensitivities are also taken into account
when reviewing the fair value.
As at 30 June 2025, the Group held the following financial instruments
measured at fair value. There has been no change in the hierarchy categories
during the period.
Instruments measured at fair value
(£ million)
Value as at 30 June 2025 Value as at 31 December 2024 Level 1 Level 2 Level 3
Financial assets at fair value through profit or loss
Profit share arrangement 12.3 12.3 - - 12.3
Financial liabilities at fair value through profit or loss and using hedge
accounting
Interest rate swaps 1.2 2.9 - 1.2 -
Contingent consideration (note 27) 0.7 - - - 0.7
On 31 October 2019, the group entered into a profit share arrangement with
Genesis Care. The agreement provides the group with an entitlement to a gross
profit share relating to the chemotherapy business transferred to Genesis Care
as part of the sale of the Bristol Cancer Centre in perpetuity. Under the
agreement after the ten-year anniversary of the agreement, the buyer (Genesis
Care) may exit the arrangement by serving notice and paying a multiple of ten
times the gross margin in the preceding twelve months. In the period, the
group received a profit share in respect of the financial asset of £0.3m
recognised in other income.
Management completes relevant sensitivities on the inputs when assessing the
fair value for the profit share arrangement. With all other inputs remaining
constant:
· A 1.2% increase (decrease) in the discount rate used, would see a
decrease (increase) in fair value of £1.0m (£1.1m) (December 2024: 1.2%
increase (decrease) £1.0m (£1.3m))
· A 20% increase (decrease) in the forecast annual cash flow of
£0.2m (December 2024: £0.19m), would see an increase (decrease) in fair
value of £2.5m (£2.4m) (December 2024: £2.3m (£2.3m))
The movement on the interest rates swaps related wholly to fair value
movements and is unrealised.
Fair value hierarchy
The Group uses the following hierarchy for determining and disclosing the fair
value of financial instruments by valuation technique.
- Level 1: quoted (unadjusted) prices in active markets for identical assets
or liabilities;
- Level 2: other techniques for which all inputs which have a significant
effect on the recorded fair value are observable, either directly or
indirectly, and
- Level 3: techniques which use the inputs which have a significant effect on
the recorded fair value that are not based on observable market data.
26. Financial liabilities
In 2023, the Group entered into an agreement with the non-controlling interest
of one of its subsidiaries, Montefiore House Limited, in which both parties
can exercise an option for Spire Healthcare to purchase the remaining 25%
interest in the subsidiary at a future date. On 21 February 2025 Brighton
Orthopaedic and Sports Injury Clinic Limited (BOSIC) formally notified Spire
Healthcare of the intention to exercise their option. The total consideration
for the transaction was £7.7m, of which £2.5m had been prepaid. The
remaining balance of £5.2m was settled in cash on 28 May
2025.
In 2025, the group acquired Acorn Occupational Health Limited and as part of
the acquisition terms there is a contingent earnout to be paid based on
performance of the company in the twelve months following acquisition.
Therefore, the group has recognised an initial estimated consideration that
would be due in respect of this. For more detail see note 27.
(£ million) 2025 2024
Valuation at 1 January 8.0 9.6
Contingent purchase consideration (note 27) 0.7 -
Option to purchase NCI (7.7) -
Movement (0.3) (1.6)
Carrying amount at 30 June 0.7 8.0
27. Acquisitions
Acquisitions in 2025
Acquisition of Acorn Occupational Health Limited ("Acorn")
On 31 March 2025, the group acquired 100% of the shares of Acorn Occupational
Health Limited, a non-listed company based in England a provider of
occupational health services, for a net cash consideration of £2.8m. This
acquisition complements our existing business and aligns well with our
strategy of developing primary care and moving into adjacent markets.
Assets acquired and liabilities assumed
The provisional fair values of the identifiable assets and liabilities of
Acorn as at the date of acquisition were:
(£ million) Fair value recognised on acquisition
Assets
Acquired intangible assets 0.4
Plant, property and equipment 0.2
Trade and other receivables 0.6
Cash 0.5
1.7
Liabilities
Trade and other payables (0.7)
Corporation tax payable (0.2)
Deferred tax liability (0.1)
(1.0)
Total identifiable net assets at fair value 0.7
Goodwill arising on acquisition 3.3
Purchase consideration transferred 4.0
The initial accounting for the business combination is not complete due to the
timing of the acquisition. Amounts recognised are subject to adjustment in
line with IFRS 3 for up to twelve months from acquisition, with goodwill being
adjusted accordingly.
The fair value of the trade receivables amounts to £0.4m. The gross amount of
trade receivables is £0.4m and it is expected that the full contractual
amounts can be collected.
From the date of acquisition, Acorn contributed £0.8m of revenue and profit
of £0.1m to profit before tax from continuing operations of the group. If the
combination had taken place at the beginning of the year, revenue from
continuing operations would have been £1.6m and profit before tax from
continuing operations for the group would have been £0.2m.
Goodwill has been recognised to reflect the synergies which the group believes
are available to expand its offering for occupational health services in line
with its strategic plan which reflect intangibles that cannot be separately
quantified. This goodwill is not deductible for tax purposes.
Purchase consideration - cash outflow
£ million
Total purchase consideration 4.0
Less:
Net cash acquired with the subsidiary (0.5)
Contingent consideration (0.7)
Net cash flow on acquisition 2.8
The total consideration of £2.8m is prior to the agreement of the completion
accounts. The amounts recognised are subject to adjustment in line with IFRS 3
for up to twelve months from acquisition, with goodwill being adjusted
accordingly.
The contingent consideration is to be paid based on performance of the company
in the twelve months following acquisition. At the acquisition date management
have recognised a financial liability of £0.7m for the estimated
consideration payable, refer to note 26. This was calculated based on the
forecasted performance for the twelve-month period. The contingent
consideration is capped at £1.76m.
Transaction costs of £0.3m were expensed and are included within adjusting
items.
28. Events after the reporting period
On 30 July 2025, the Group acquired 100% of the shares of Physiolistic
Limited, a non-listed physiotherapy business operating multiple clinics in the
Thames Valley area, for an initial cash consideration of £5.2m. A small
additional deferred consideration payment may become payable to Physiolistic
owners, subject to EBITDA performance in the twelve-month period following the
acquisition. This acquisition complements our existing business and aligns
well with our strategy of developing primary care and moving into adjacent
markets.
Due to the proximity of the acquisition date to the issuance of these interim
financial statements, the initial accounting for the business combination
under IFRS 3 Business Combinations is incomplete. As such, the Group is unable
to provide the disclosures required by IFRS 3 paragraph B66, including the
fair values of the identifiable assets acquired and liabilities assumed,
goodwill arising, and the impact on the Group's financial position and
performance.
The Group expects to complete the purchase price allocation and provide the
required disclosures in its annual financial statements.
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