REG - Spire Healthcare Grp - Preliminary Results
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RNS Number : 4093V Spire Healthcare Group PLC 05 March 2026
Spire Healthcare reports results for the year ended 31 December 2025
5 March 2026, Spire Healthcare Group plc (LSE: SPI) ('Spire Healthcare', 'the
Group' or 'the Company'), a leading independent healthcare group in the UK,
today announces its preliminary results for the year ended 31 December 2025
('the period' or 'FY25').
Resilient performance offsetting significant cost headwinds and Strategic
Review ongoing
Summary group results
Year ended 31 December
£m 2025 2024 Variance Comparable y/y growth((1))
Revenue 1,579.8 1,511.2 4.5% 4.5%
Adjusted EBITDA ((3)) 268.6 260.0 3.3% 3.2%
Adjusted operating profit (Adjusted EBIT) 150.5 149.4 0.7% 0.4%
Adjusting items included in operating profit (27.9) (11.9) NM NM
Operating profit 122.6 137.5 (10.8)% NM
Profit before taxation 18.6 38.3 (51.4)% NM
Adjusted profit before taxation 46.5 50.2 (7.4)% NM
Profit after taxation 17.2 26.0 (33.8)% NM
Basic earnings per share, pence 4.1 6.3 (34.9)% NM
Adjusted basic earnings per share, pence ((2)) 9.6 8.8 9.6% NM
Adjusted FCF ((4)) 64.3 39.0 64.9% NM
Net bank debt ((5)) 332.4 325.9 2.0% NM
Net bank debt / EBITDA covenant ratio 2.0 2.0 - NM
Justin Ash, Chief Executive Officer of Spire Healthcare, said:
"Today's results demonstrate a resilient performance against a backdrop of
increased costs and changes in the NHS commissioning environment towards the
end of the year. We doubled down on our strategy which allowed us to respond
effectively, delivering a planned £30m in savings and improved free cashflow
generation while maintaining care quality, optimising pricing, and exercising
discipline across activity mix and investment.
2025 was a year of significant transformation as we lowered our cost of
delivery and centralised administration into our Patient Support Centres,
creating a strong platform for improving patient experience and future growth.
Thanks to the hard work and commitment of our more than 17,000 colleagues and
consultant partners, we have reshaped the organisation to be more agile and
responsive.
We delivered growth across our hospital and primary care businesses, reflected
in the improving private payor trends in the second half of the year, as our
strategic initiatives continued to drive performance. Through disciplined
investments to grow our private patient business and further efficiency
initiatives, we will continue to evolve into a more integrated, nimble and
forward-looking organisation well-positioned to meet the UK's growing
healthcare needs. We remain confident in the market opportunities ahead and
our medium-term outlook."
Financial highlights: Efficiency savings and capex discipline driving strong
adjusted free cash flow growth
(y/y growth and margin metrics down to and including EBIT are presented on a
comparable basis (1))
· Group: Revenue grew 4.5% y/y to £1,579.8m. Adj. EBITDA was up
3.2% y/y to £268.6m, supported by £30m of new cost savings from our
transformation programme in a year where exceptional cost increases, including
National Insurance and National Minimum Wage rises (NI & NMW), alongside
an energy hedge rolling off, totalled £15m.
· Hospitals((7)): Revenue growth of 4.3% y/y to £1,446.1m.
o Payor mix: Private patient revenue grew 1.7% y/y, with growth accelerating
to 2.8% in H2. Self-pay volume returned to positive y/y growth as we exited
FY25 and PMI trends remained stable. NHS revenue growth of 11.4% y/y included
a strong H1 at 16.2% y/y before moderating to 6.8% y/y in H2, reflecting
reduced commissioning activity late last year as noted in our December Trading
Update. We maintained our discipline in specialty mix, with >60% of all NHS
admissions in orthopaedics (high acuity) procedures.
o Margin: Adj. EBITDA growth of 3.9% y/y to £258.8m, protecting margin at
17.9% (FY24: 18.0%), supported by £30m of transformation savings, and
effective price and specialty mix management; offsetting NI & NMW, and the
slowdown in NHS activity. Excl. NI & NMW, adj. EBITDA was up >7% y/y.
· Primary Care: Revenue grew 7.4% y/y to £133.7m, driven by
organic and new contract growth across Talking Therapies and Occupational
Health. Adj. EBITDA declined (13.6)% y/y to £9.8m, which included expected
losses from startup large outpatient-led clinics that are already generating
downstream referrals. Excl. loss making clinics and NI & NMW rises, adj.
EBITDA was up 5% y/y.
· Profitability: Group adj. PBT declined (7.4)% to £46.5m after
£(119.6)m of depreciation & amortisation and £(104.0)m of net finance
costs, both in line with guidance. Reported PBT declined (51.4)% to £18.6m,
including adjusting items of £(27.9)m, primarily driven by £(13.1)m of
transformation costs involving one‑off restructuring and £(7.4)m related to
the Strategic Review process.
· Cash flow: Adj. free cash flow (underlying cash generation) grew
64.9% to £64.3m. Sustained investment in the estate over a number of years
has enabled us to reduce capex as a proportion of revenue, with capex spend of
£78.5m having declined y/y (FY24: £112.1m).
· Returns: ROCE((6)) reached 8.0% (FY24: 8.2%). Excl. NI & NMW
rises, ROCE increased to 8.5%. The Board has also recommended a final dividend
of 1.5 pence per ordinary share (FY24: 2.3 pence per ordinary share).
Well executed transformation and strategic activities underpin business
performance
· Transformation: We completed the centralisation of administration
and bookings across almost all our hospitals into three Patient Support
Centres, providing a single point of contact at every stage of their care
pathway; with extended opening hours and faster enquiry handling supporting
revenue growth. We also completed a reduction of c.400 mainly clinical
permanent headcount to enable our new hospital staffing model, which allows us
to be more flexible to changing payor demand.
· Accelerating Primary Care: We acquired Acorn Occupational Health,
and Physiolistic, a physiotherapy chain across the Thames Valley, with both
transactions completed at c.5.5x EBITDA multiples. A new, large
outpatient‑led clinic was launched in King's Lynn, following the openings of
Abergele and Harrogate in FY24 which have now both reached profitability.
These clinics drove c.£3m of referral EBITDA to hospitals in FY25.
Building brand recognition as a leading provider of high-quality care across
payors
· Maintaining high quality: 98% hospitals successfully retained
"good" or "outstanding" ratings equivalent. 97% patients continued to rate
their experience "good" or "very good" and 84% of consultants rated our care
quality "very good" or "excellent".
· Continued investment in innovation: We now have 29 robotic
surgery platforms across hospitals and 21 MRIs installed with AI software to
increase diagnostic quality and throughput.
· Increased brand recognition: As of November, all our key brand
scores have markedly improved, including Prompted Awareness up 7% to 80%; and
we now lead the market on both awareness and consideration scores among our
competitors.
FY26 outlook
Q1 2026 trading update
70% of Hospital revenue comes from private payors and private patient momentum
has continued to improve during the first months of FY26, driven by many of
the initiatives we put in the place in the last 18 months. Private revenue was
up c.4% y/y, within which self-pay revenue is growing c.6% y/y. We also expect
the current market environment to naturally drive faster growth in private
patient revenue and we are prioritising targeted investment to further support
this; whilst also improving our patient and consultant experience.
30% of Hospital revenue comes from NHS commissioning. At the time of the
Company's Trading Update released on 3 December 2025 (the "December Trading
Update"), we indicated NHS volumes to be a material uncertainty across the
sector as a result of Integrated Care Board budgetary restrictions and a
resultant slowdown in commissioning activity with the independent sector.
Since then, there has been increased cessation of NHS activity at some of our
sites through the imposition of Activity Management Plans to the end of March
2026. As a result, we expect Q1 NHS revenue to decline c.(25)% y/y.
Adding to our strong track record of delivering efficiencies while maintaining
high quality standards, actions have been underway for some time to deliver
incremental transformation cost savings in FY26. This savings plan is ahead of
our previously communicated guidance of c.£30m and reflects the business'
ability to react swiftly and decisively to market challenges, which will at
least offset the Q1 NHS impact.
Q2-Q4 2026 outlook
NHS commissioning plans reset in April with the start of its new 2026/27
financial year, which relates to Spire's Q2-Q4 volumes. Demand for NHS
treatments through the Electronic Referral System remains high but committed
funded activity is yet to be discussed or agreed with the NHS; and there
remains material uncertainty as to when plans may be finalised and the terms
they will be agreed on. In our NHS planning scenarios, we are assuming the NHS
budgetary constraints to remain. As a result, we do not anticipate a return to
NHS y/y revenue growth during this period, but we expect a meaningful
improvement in Q2-Q4 y/y performance relative to the Q1 decline. As a
reminder, the provisional tariff for 2026/27 NHS Payment Scheme prices is an
annual uplift of c.0%, significantly below the prevailing rate of inflation.
We are targeting FY26 EBITDA broadly in line with FY25 EBITDA within our NHS
planning scenarios, including further efficiency savings, as well as driving
accelerated private revenue growth. The magnitude of such levers and the
associated impacts on the business will be deployed as activity discussions
with the NHS become more certain in the coming months.
In Primary Care, we intend to focus mainly on organic growth in the year
ahead, driving integration and referral pathways to hospitals.
In summary, during FY26 Spire will focus on cash generation, private patient
opportunities, delivering more efficiency and disciplined capital investment.
Evaluation of actions to drive shareholder value
As announced on 19 September, the company has been actively evaluating actions
that could drive long-term sustainable shareholder value. As part of this
review, the Company is considering a range of potential options, which may
include (but is not limited to) a potential sale of the company, value
generation from the Hospital property estate and adjustments to our
operational and strategic plans. The process remains ongoing and there can be
no certainty either that any offer will be made for the Company nor as to the
terms of any offer, if made.
In the meantime, we continue to execute our existing strategy to grow our
healthcare business, with emphasis on growing private payors, while
maintaining capital discipline, and to drive further cost efficiencies,
building on those successfully delivered in prior years.
The Board will make a further announcement on this matter in due course as
appropriate.
Rule 28.1 of the City Code on Takeovers and Mergers (the "Code")
In the December Trading Update, Spire Healthcare stated that in respect of the
financial year to 31 December 2026, it expected "FY26 Group adjusted EBITDA
to be broadly in line or slightly ahead of 2025".
Today Spire Healthcare has provided incremental disclosure as set out above
where it has stated that "We are targeting FY26 EBITDA broadly in line with
FY25 EBITDA".
The Panel on Takeovers and Mergers has confirmed that the statements set out
above (the "2026 Profit Forecast") constitute a profit forecast for the
purposes of Rule 28.1 of the Code, to which the requirements of Rule
28.1(c)(i) of the Code apply.
The Spire Healthcare Directors confirm that the 2026 Profit Forecast remains
valid, that it has been properly compiled on the basis of the assumptions
stated in Appendix 1 to this announcement and that the basis of accounting
used in making the 2026 Profit Forecast is consistent with the Company's
accounting policies. Further details of the 2026 Profit Forecast, including
the basis of preparation and the assumptions used, are set out in Appendix 1
to this announcement.
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). On 30 July 2025, the Group
acquired Physiolistic. Therefore, where meaningful, we have presented certain
financial information on a 'Comparable Basis' where we have deducted the
contribution from Tunbridge Wells, Acorn and Physiolistic in the referred
periods of the prior and current year, respectively. Refer to page 10.
2. Adjusted basic earnings per share is stated before the effects of
Adjusting Items. Refer to page 10.
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. Refer to page 18.
5. Net bank debt is defined as bank borrowings less cash and cash
equivalents. Refer to page 11.
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.
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_X_mA_tlQRpOpsw06ALmhUA
(https://storm-virtual-uk.zoom.us/webinar/register/WN_X_mA_tlQRpOpsw06ALmhUA)
Webinar ID: 810 5304 3788
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
Date Event Location
5 to 12 March Post full year roadshow London
17 March Berenberg UK Corporate Conference London
14 May Annual General Meeting London
The person responsible for making this announcement is: Mantraraj Budhdev,
Company Secretary.
For further information please contact:
Spire Healthcare Group plc +44 (0)80 0169 1777
Amie Gramlick, Director of Commercial Finance & Investor Relations
Brunswick (Communications adviser) +44 (0)20 7404 5959
Simon Sporborg / Ayesha Bharmal
J.P. Morgan Cazenove (Financial adviser and joint corporate broker) +44 (0)20 3493 8000
James Mitford / Alia Malik / Jem de los Santos
Berenberg (Joint corporate broker) +44 (0)20 3207 7800
Toby Flaux / Ben Wright / Detlir Elezi
Rothschild & Co (Lead financial adviser) +44 (0)20 7280 5000
Hedley Goldberg / Thibault Poirier
Registered Office and Head Office:
Spire Healthcare Group plc
3 Dorset Rise
London
EC4Y 8EN
Registered number 09084066
About Spire
Spire is a leading independent healthcare group in the United Kingdom, running
38 hospitals and over 60 clinics, medical centres and consulting rooms across
England, Wales and Scotland. It operates a network of private GPs and provides
workplace health services to over 1,400 employers.
Working in partnership with over 8,800 experienced consultants, Spire
delivered tailored, personalised care to over one million inpatients,
outpatients and daycase patients, and occupational health programme clients,
and is the leading private provider, by volume, of knee and hip 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'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's
inspected locations are rated 'Good,' 'Outstanding' or the equivalent by
health inspectors in England, Wales and Scotland.
Spire is listed on the London Stock Exchange and is a member of the FTSE 250.
** Number for inpatients, outpatients and daycase patients cared for refers to
FY25. Leading private provider status of hip and keep operations as of
November 2025.
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.
Rule 26.1 disclosure
In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available (subject to certain restrictions relating to persons resident in
restricted jurisdictions) at
https://investors.spirehealthcare.com/investors/spire-review-of-strategic-options
(https://investors.spirehealthcare.com/investors/spire-review-of-strategic-options)
by no later than 12 noon (London time) on the business day following the date
of this announcement. The content of the website referred to in this
announcement is not incorporated into and does not form part of this
announcement.
Additional Information
This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any securities, or the
solicitation of any vote or approval in any jurisdiction, pursuant to this
announcement or otherwise. Any offer, if made, will be made solely by certain
offer documentation which will contain the full terms and conditions of any
offer, including details of how it may be accepted. The release, publication
or distribution of this announcement in jurisdictions other than the United
Kingdom may be affected by the laws of relevant jurisdictions. Therefore any
persons who are subject to the laws of any jurisdiction other than the United
Kingdom or shareholders of Spire who are not resident in the United Kingdom
will need to inform themselves about, and observe any applicable requirements.
Important notices
J.P. Morgan Securities plc, which conducts its UK investment banking business
as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised in the United
Kingdom by the Prudential Regulation Authority (the "PRA") and regulated by
the PRA and the Financial Conduct Authority. J.P. Morgan Cazenove is acting as
financial adviser and corporate broker exclusively for Spire and no one else
in connection with the matters set out in this announcement and will not
regard any other person as its client in relation to the matters in this
announcement and will not be responsible to anyone other than Spire for
providing the protections afforded to clients of J.P. Morgan Cazenove or its
affiliates, nor for providing advice in relation to any matter referred to
herein
Joh. Berenberg, Gossler & Co. KG ("Berenberg"), which is authorised and
regulated by the German Federal Financial Supervisory Authority and is
authorised and regulated in the United Kingdom by the FCA, is acting as joint
corporate broker exclusively for Spire Healthcare and no one else in
connection with the matters set out in this announcement and will not be
responsible to anyone other than Spire Healthcare for providing the
protections afforded to clients of Berenberg for providing advice in
connection with any matter referred to herein. Neither Berenberg nor any of
its affiliates (nor their respective partners, directors, officers, employees
or agents) owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Berenberg in connection with
this announcement, any statement contained herein or otherwise.
N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is
authorised and regulated by the Financial Conduct Authority in the United
Kingdom, is acting exclusively for Spire Healthcare and for no one else in
connection with the subject matter of this announcement and will not be
responsible to anyone other than Spire Healthcare for providing the
protections afforded to its clients or for providing advice in connection with
the subject matter of this announcement.
A copy of this announcement is available at
https://investors.spirehealthcare.com/
(https://investors.spirehealthcare.com/)
Operating review
(y/y growth and margin metrics down to and including EBIT are presented on a
comparable basis (1))
Strong UK healthcare fundamentals support private and primary care growth
The core structural drivers of UK healthcare demand remain, including an
ageing population and rising chronic disease prevalence. Employers are
increasingly utilising PMI or funded health plans to manage sickness costs and
workforce pressures, while individuals, particularly younger cohorts, are
showing greater health awareness and a preference for faster access. These
trends support private healthcare growth.
Trend: Dynamic payor landscape. Our delivery: Advancing our multi-payor
strategy while continuing to manage price and specialty mix.
Hospital private patient overall revenue grew 1.7% y/y. This performance
featured a consistent improvement in self-pay volume throughout the year,
which returned to positive y/y growth at the end of Q4 2025. This supported
the self-pay y/y revenue trend stepping up from (2.6)% in H1 to +0.5% y/y in
H2. This performance has seen support from targeted marketing investment, with
more people moving from simple brand awareness to direct service
consideration.
In PMI, we continued to manage our specialty mix with high margin procedures
now >38% of private admissions. To drive volume and market share, we
continue to broaden insurer partnerships, such as networks or targeted
specialisms, while expanding new services and existing capacity through a
broader group of partner consultants. Supported by our initiatives, both
volume and average revenue per case have shown growth during the year, with
PMI revenue up 3.1% for FY25.
Hospital NHS revenue grew 11.4% y/y. H1 saw strong revenue growth of 16.2%,
followed by a slowdown in commissioning activity later in the year as a result
of budgetary restrictions from Integrated Care Boards, as noted in our
December Trading Update. As a result, NHS revenue growth eased to 6.8% in H2.
We maintained our high acuity mix, with orthopaedics >60% of NHS
admissions.
Trend: Patients need faster and easier access to quality care. Our delivery:
Delivering transformation programme focusing on patient experience.
Digitisation and advances in medical technology have expanded the options
available to patients, aligning with their growing expectation for faster,
easier access to high‑quality care. Consultants working with independent
providers are also seeking more convenient and mutually beneficial ways of
working with private hospitals. We responded to these needs with a
cross‑functional transformation programme. While its core purpose is to
improve service quality, the programme has delivered £30m of new planned
savings in the year, taking cumulative savings to £80m since FY22.
Our three Patient Support Centres are helping to deliver faster response times
to patients, longer service hours and centralised booking across the care
pathway. Providing us with better oversight of patient journeys, these Centres
will be a key platform for driving future private patient growth.
We have also transitioned to a more flexible hospital staffing model, enabled
by the reduction of c.400 permanent roles in H1, with the planned financial
benefits realised in H2. Despite a smaller clinical workforce, we remain
capable of responding quickly to shifts in payor demand, supported by new
technology that streamlines and optimises flexible staff deployment when
needed. Alongside this, 98% of our inspected hospitals continue to hold
'Good', 'Outstanding' or equivalent ratings.
Beyond patient and consultant interfaces, we have strengthened commercial
performance. Clinical supplies are more standardised across hospitals,
allowing us to negotiate better pricing at optimised, consolidated volumes. A
system of inter‑hospital supply sharing helps meet unanticipated demand at
individual sites cost-effectively.
Trend: Fast primary care growth driven by individual and corporate needs. Our
delivery: Diversifying Primary Care growth strategies.
We grow our Primary Care business through three channels. The first is organic
growth, anchored by Vita, one of the largest Talking Therapies providers to
the NHS. Vita holds multiple long‑term contracts with the NHS, meaning that
it is more insulated from fluctuations in referral volumes. In FY25, Primary
Care secured new long‑term NHS and corporate contracts worth c.£8m in
annual revenue across Talking Therapies and occupational health.
The second channel is bolt‑on M&A. We acquired Acorn Occupational
Health, a well‑established occupational health provider serving both
corporate and public employers, for £3.3m, followed by Physiolistic, a
physiotherapy chain in the Thames Valley, for £5.4m. Both transactions were
completed at EBITDA multiples of c.5.5x and are performing in line with their
expected combined run-rate EBITDA of c.£2m.
The third channel is greenfield clinics expansion. Following the opening of
two large outpatient-led clinics in Abergele and Harrogate in FY24, we opened
a third in King's Lynn at the end of FY25. These clinics generated c.£3m of
referred EBITDA for hospitals in FY25.
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). On 30 July 2025, the Group
acquired Physiolistic. Therefore, where meaningful, we have presented certain
financial information on a 'Comparable Basis' where we have deducted the
contribution from Tunbridge Wells, Acorn and Physiolistic in the referred
periods of the prior and current year, respectively.
Financial Review
Selected financial information
Year ended 31 December 2025 Year ended 31 December 2024
Total before adjusting items Total before adjusting items
(£m) Adjusting items Total Adjusting items Total
Revenue 1,579.8 - 1,579.8 1,511.2 - 1,511.2
Cost of sales (863.7) - (863.7) (827.6) - (827.6)
Gross profit 716.1 - 716.1 683.6 - 683.6
Other operating costs (569.0) (27.9) (596.9) (542.3) (16.4) (558.7)
Other income 3.4 - 3.4 8.1 4.5 12.6
Operating profit (EBIT) 150.5 (27.9) 122.6 149.4 (11.9) 137.5
Finance income 1.0 - 1.0 0.7 - 0.7
Finance costs (105.0) - (105.0) (99.9) - (99.9)
Profit before taxation 46.5 (27.9) 18.6 50.2 (11.9) 38.3
Taxation (7.4) 6.0 (1.4) (14.1) 1.8 (12.3)
Profit/(loss) for the period 39.1 (21.9) 17.2 36.1 (10.1) 26.0
Profit/(loss) for the year attributable to owners of the Parent 38.3 (21.9) 16.4 35.5 (10.1) 25.4
Profit for the year attributable to non-controlling interest 0.8 - 0.8 0.6 - 0.6
Adjusted EBITDA(1) 268.6 260.0
Basic earnings per share, pence 4.1 6.3
Adjusted FCF(2) 64.3 39.0
Net cash from operating activities 242.2 235.7
Net bank debt(3) 332.4 325.9
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
property, plant and equipment. Refer to page 9.
3. Net bank debt is defined as bank borrowings less cash and cash equivalents.
Revenue
(y/y growth and margin metrics down to and including EBIT are presented on a
comparable basis)
Group revenue was up 4.5% y/y to £1,579.8m, driven by growth in both
Hospitals and Primary Care.
Hospital revenue increased 4.3% y/y to £1,446.1m, supported by a 1.4% y/y
rise in admissions and outpatient procedure volumes and a 3.9% y/y increase in
average revenue per case (ARPC) across all payors.
Within the private payor group, revenue grew 1.7% y/y to £1,010.1m, with
growth accelerating to 2.8% y/y in H2. In self-pay, volumes continued to
improve and returned to positive y/y growth by year end, which we believe
reflects the impact of our targeted marketing. As a result, revenue growth
improved from (2.6)% y/y in H1 to 0.5% y/y in H2 (overall (1.1)% y/y)
PMI revenue rose 3.1% y/y for the full year. Our ongoing focus on broadening
insurer partnerships and managing specialty mix supported growth in both
volume and ARPC, helping maintain a stable operating environment throughout
the year. Private payors accounted for 69.8% of hospital revenue (FY24:
71.6%).
NHS revenue increased 11.4% y/y to £407.9m, featuring a 16.2% y/y increase in
H1, before moderating to 6.2% in H2, reflecting a slowdown in commissioning
activity at the end of the year as a result of budgetary restrictions from
Integrated Care Boards. We remained focused on driving high acuity work,
contributing to a 3.2% y/y increase in NHS ARPC for the full year, broadly in
line with c.3.1% of NHS tariff uplift.
Primary Care revenue grew 7.4% y/y to £133.7m, driven by organic contract
growth and new wins across Talking Therapies and Occupational Health. Reported
revenue grew 10.5% driven by the acquisition of Acorn Occupational Health
("Acorn") and Physiolistic Limited ("Physiolistic"), a physiotherapy chain
across the Thames Valley area.
Revenue by location and payor
2025 2024 Variance % (2025-2024)
Hospitals Business Hospitals Business
(£m) Primary Care Total Hospitals Business Primary Care Total Primary Care Total
Total revenue 1,446.1 133.7 1,579.8 1,390.2 121.0 1,511.2 4.0% 10.5% 4.5%
Of which:
Inpatient 563.7 - 563.7 548.0 - 548.0 2.9% NM* 2.9%
Daycase 456.3 1.4 457.7 426.6 0.6 427.2 7.0% NM* 7.1%
Outpatient 398.0 131.4 529.4 388.1 120.2 508.3 2.6% 9.3% 4.2%
Other 28.1 0.9 29.0 27.5 0.2 27.7 2.2% NM* 4.7%
Total revenue 1,446.1 133.7 1,579.8 1,390.2 121.0 1,511.2 4.0% 10.5% 4.5%
Of which:
PMI 681.5 2.8 684.3 662.4 1.6 664.0 2.9% 75.0% 3.1%
Self-pay 328.6 8.5 337.1 332.9 8.0 340.9 (1.3)% 6.3% (1.1)%
Total private 1,010.1 11.3 1,021.4 995.3 9.6 1,004.9 1.5% 17.7% 1.6%
NHS 407.9 87.6 495.5 367.4 80.8 448.2 11.0% 8.4% 10.6%
Other 28.1 34.8 62.9 27.5 30.6 58.1 2.2% 13.7% 8.3%
Total revenue 1,446.1 133.7 1,579.8 1,390.2 121.0 1,511.2 4.0% 10.5% 4.5%
* Not meaningful due to differing trading periods: Tunbridge Wells hospital
traded for only three months in 2024 with no activity in 2025, while Acorn and
Physiolistic recorded nine months and five months of trading respectively in
2025, compared with no trading in 2024.
Revenue on comparable basis (adjusted for the effect of acquisitions and
disposals)
2025 2024 Variance % (2025-2024)
Effect of acquisition and disposal of businesses Effect of acquisition and disposal of businesses Effect of acquisition and disposal of businesses
Adjusted Reported revenue Adjusted Reported revenue Adjusted Reported revenue
(£m) revenue revenue revenue
Hospitals Business 1,446.1 - 1,446.1 1,386.5 3.7 1,390.2 4.3% NM* 4.0%
Primary Care 129.9 3.8 133.7 121.0 - 121.0 7.4% NM* 10.5%
Group 1,576.0 3.8 1,579.8 1,507.5 3.7 1,511.2 4.5% 2.7% 4.5%
* Not meaningful due to differing trading periods: Tunbridge Wells hospital
traded for only three months in 2024 with no activity in 2025, while Acorn and
Physiolistic recorded nine months and five months of trading respectively in
2025, compared with no trading in 2024.
Cost of sales and gross profit
Group cost of sales increased in the period by £36.1m, or 4.4% to £863.7m
(2024: £827.6m) on revenues that increased by 4.5% with the majority of the
increase due to inflationary pressures, increased National Insurance and
National Minimum Wage. This has been mitigated by strong procurement processes
and our transformation cost savings programme. For the Hospitals Business,
cost of sales increased by 3.5% to £774.8m (2024: £748.4m). Gross profit
margin for the Hospitals Business is 46.4%, a slight increase of 20bps from
2024.
Primary Care gross profit margin decreased slightly to 33.5% from 34.5% due to
expected losses from startup large outpatient-led clinics that are already
generating downstream referrals. 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 revenue, as
follows:
2025 2024
% of Group revenue % of Group revenue
(£m) £m £m
Clinical staff 389.7 24.7% 375.8 24.9%
Direct costs 337.7 21.4% 325.6 21.5%
Medical fees 136.3 8.6% 126.2 8.4%
Cost of sales 863.7 54.7% 827.6 54.8%
Gross profit 716.1 45.3% 683.6 45.2%
Cost of sales is broken down, and presented as a percentage of revenue split
by operating segment, as follows:
Hospitals Business Primary Care
(£m) 2025 % of Hospitals Business revenue 2024 % of Hospitals Business revenue 2025 % of Primary Care revenue 2024 % of Primary Care revenue
Clinical staff 305.7 21.1% 302.0 21.7% 84.0 62.8% 73.9 61.1%
Direct costs 334.7 23.1% 321.8 23.1% 3.0 2.2% 3.7 3.1%
Medical fees 134.4 9.3% 124.6 9.0% 1.9 1.4% 1.6 1.3%
Cost of sales 774.8 53.6% 748.4 53.8% 88.9 66.5% 79.2 65.5%
Gross profit 671.3 46.4% 641.8 46.2% 44.8 33.5% 41.8 34.5%
Other operating costs
For the Hospitals Business other operating costs, excluding adjusting items of
£27.6m (2024: £12.6m), have increased by £21.2m, or 4.2% to £527.8m (2024:
£506.6m). The main driver is increased National Insurance and National
Minimum Wage and increased IT costs offset by transformation savings.
Depreciation and amortisation for the year was £111.9m (2024: £106.4m). The
increase in depreciation is in line with expectations and is due to continued
capex investment and RPI increases on property leases. Operating margin is
8.2% (2024: 9.7%) and operating margin, excluding adjusting items is 10.2%,
down from 10.3% in 2024.
Other operating costs for the Primary Care business are £41.5m (2024:
£39.5m). Depreciation and amortisation for the year was £6.2m (2024:
£4.2m).
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 year ended 31 December
2025, the charge to the income statement is £2.1m (2024: £4.2m), or £2.7m
inclusive of National Insurance (2024: £4.7m). Further details are contained
in Note 22.
Adjusting items
(£m) 2025 2024
Asset acquisitions, disposals, impairment and aborted project costs 4.0 (2.8)
Clinic set up costs 0.2 1.9
Business reorganisation and corporate restructuring costs 20.5 4.3
Remediation of regulatory compliance or malpractice costs 1.7 6.9
Amortisation on acquired intangible assets 1.5 1.6
Total pre-tax adjusting items 27.9 11.9
Income tax (credit)/charge on adjusting items (6.0) (1.8)
Total post-tax adjusting items 21.9 10.1
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, impairment and aborted project costs include
£0.8m relating to the group's acquisitions of Acorn Occupational Health
("Acorn") and Physiolistic Limited ("Physiolistic"). An additional £0.8m
relating to Regents Gate, of which £0.5m represents an impairment charge.
This impairment is disclosed within Assets Held for Sale (see Note 16). Refer
to acquisition Note 25 for more details. In the prior year, a credit of £4.5m
was included for the sale of the group's Tunbridge Wells hospital as well as
costs associated with the integration of VHG acquisition and a true-up in
provisions for DCG and Claremont acquisitions.
Business reorganisation and corporate restructuring relates to the
announcement of a group wide transformation programme that will enable a more
efficient business operating model, including leveraging digital solutions and
technology. As announced, the group is restructuring clinical staffing models
to provide more agile and flexible resourcing and relocating admin roles to
our patient support centres. As a result of this initiative, additional costs
of £13.1m (2024: £3.5m) have been incurred in the period, bringing costs to
date of £22.4m. This initiative is being implemented over several phases and
is likely to be materially completed at the end of 2027 as communicated at our
capital markets event in April 2024. Future costs are not disclosed as a
reliable estimate cannot be made due to the nature of the matter. In addition,
the group incurred costs of £7.4m as it undertook a strategic review of the
business.
Remediation of regulatory compliance or malpractice costs of £1.7m (2024:
£1.7m) relate to legal fees that have been incurred for the ongoing inquests.
In the prior year, Spire Healthcare increased its provision by £4.6m to
reflect the expected costs of implementing the Public Inquiry recommendations,
including conducting a comprehensive patient review and providing support to
Paterson's patients. By H2 2024, all living patients had been contacted and
invited for consultations where appropriate to discuss their care. As a
result, this led to a notable reduction in new claims as most patients have
now had the outcomes of their reviews. Claims in the current year have
remained consistent with management's original assumptions and the previously
recognised provision; as a result, no additional charge has been recorded in
this financial year. While future adjustments may be necessary as further
information becomes available, the existing provision continues to represent
management's best estimate of the costs and anticipated claim settlements.
£1.5m (2024: £1.6m) of amortisation on acquired intangible assets relate to
the customer contracts recognised on the acquisition of VHG in 2023, Acorn in
March 2025 and Physiolistic in July 2025.
Net finance costs
Net finance costs have increased by £4.8m to £104.0m (2024: £99.2m), mainly
due to new leases and annual RPI increases on leases.
Taxation
The effective tax rate assessed for the year, all of which arises in the UK,
differs from the standard weighted rate of corporation tax in the UK. The
reconciliation of the actual tax charge to that at the domestic corporation
tax rate is as follows:
(£m) 2025 2024
Current tax
UK corporation tax expense 0.9 0.7
Adjustments in respect of prior years - (1.0)
Total current tax charge/(credit) 0.9 (0.3)
Deferred tax
Origination and reversal of temporary differences 6.4 10.3
Adjustments in respect of prior years (5.9) 2.3
Total deferred tax charge 0.5 12.6
Total tax charge 1.4 12.3
In addition to the amounts recognised in the income statement, a credit of
£0.9m has been recognised in Other Comprehensive Income (2024: £0.2m credit)
and a debit of £0.1m (2024: £0.4m credit) has been recognised directly in
equity. The £0.1m debit through equity relates to movements on share-based
payments, and reflects a £0.9m deferred tax charge and £0.8m current tax
credit.
The tax charge of £1.4m (2024: £12.3m) includes a prior-year adjustment of
£5.9m credit, which is due to a one-off capital allowances claim covering
multiple years. This has resulted in a significant reduction in the tax charge
for the year reflecting the additional tax benefits derived from the review.
The benefit of this claim will flow through to future periods, enabling
greater tax relief in later years.
The effective tax rate on profit before taxation for the year of 7.5% (2024:
32.1%), is not considered meaningful due to the significant prior year
adjustments. The group calculates an underlying tax rate on an adjusted basis
to remove the effect of distorting items such as prior year adjustments,
non-recurring transactions and share based payments. The underlying tax rate
is 28.4% (2024: 29.8%) which is higher than the statutory rate due to expenses
and income that are not deductible and depreciation on non‑qualifying fixed
assets.
Profit after taxation
The profit after taxation for the year was £17.2m (2024: £26.0m). This
includes adjusting items of £27.9m, primarily driven
by £13.1m of transformation costs involving one-off restructuring, and £7.4m
of costs related to the previously disclosed strategic review process.
Alternative performance (non-GAAP) financial measures
We have provided alternative 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.
Adjusted EBITDA
(y/y growth and margin metrics down to and including EBIT are presented on a
comparable basis)
Group adjusted EBITDA was up 3.2% y/y to £268.6m.
Hospital Business adjusted EBITDA growth of 3.9% y/y to £258.8m, protecting
margin at 17.9% (FY24: 18.0%), supported by £30m transformation savings and
effective price and specialty mix management, offsetting National Insurance
and National Minimum Wage rises and the slowdown in NHS activity.
Primary Care adjusted EBITDA declined 13.6% y/y to £9.8m, which included
expected losses from start-up outpatient clinics that are already generating
downstream referrals.
Adjusted EBITDA, Adjusted EBIT and Adjusted EBITDA margin
Year ended 31 December
(£m) 2025 2024
Hospitals Business Primary Care Total Hospitals Business Primary Care Total
Operating profit 119.3 3.3 122.6 135.2 2.3 137.5
Remove effects of:
Adjusting items 27.6 0.3 27.9 8.1 3.8 11.9
Adjusted EBIT 146.9 3.6 150.5 143.3 6.1 149.4
Depreciation 111.9 3.6 115.5 106.4 1.6 108.0
Amortisation - 2.6 2.6 - 2.6 2.6
Adjusted EBITDA 258.8 9.8 268.6 249.7 10.3 260.0
Revenue 1,446.1 133.7 1,579.8 1,390.2 121.0 1,511.2
Adjusted EBITDA 258.8 9.8 268.6 249.7 10.3 260.0
Adjusted EBITDA margin 17.9% 7.3% 17.0% 18.0% 8.5% 17.2%
Adjusted EBITDA on comparable basis (adjusted for the effect of acquisitions
and disposals)
2025 2024 Variance % (2025-2024)
(£m) Comparable Basis Adjusted EBITDA Effect of acquisition and disposals of businesses Reported Adjusted EBITDA Comparable Basis Adjusted EBITDA Effect of acquisition and disposals of businesses Reported Adjusted EBITDA Comparable Basis Adjusted EBITDA Effect of acquisition and disposals of businesses Reported Adjusted EBITDA
Hospitals Business 258.8 - 258.8 249.2 0.5 249.7 3.9% NM* 3.6%
Primary Care 8.9 0.9 9.8 10.3 - 10.3 (13.6)% NM* (4.9)%
Group 267.7 0.9 268.6 259.5 0.5 260.0 3.2% 80.0% 3.3%
Primary Care Adjusted EBITDA on comparable basis after adjusting for the
effect of new clinics
2025 2024 Variance % (2025-2024)
(£m) Comparable Basis Adjusted EBITDA after the effect of new clinics Effect of new clinics Comparable Basis Adjusted EBITDA Comparable Basis Adjusted EBITDA after the effect of new clinics Effect of new clinics Comparable Basis Adjusted EBITDA Comparable Basis Adjusted EBITDA after the effect of new clinics Effect of new clinics Comparable Basis Adjusted EBITDA
Primary Care 10.0 (1.1) 8.9 10.5 (0.2) 10.3 (4.8)% NM* (13.6)%
Adjusted EBIT on comparable basis (adjusted for the effect of acquisitions and
disposals)
2025 2024 Variance % (2025-2024)
(£m) Comparable Basis Adjusted EBIT Effect of acquisition and disposals of businesses Reported Adjusted EBIT Comparable Basis Adjusted EBIT Effect of acquisition and disposals of businesses Reported Adjusted EBIT Comparable Basis Adjusted EBIT Effect of acquisition and disposals of businesses Reported Adjusted EBIT
Hospitals Business 146.9 - 146.9 143.0 0.3 143.3 2.7% NM* 2.5%
Primary Care 2.8 0.8 3.6 6.1 - 6.1 (54.1)% NM* (41.0)%
Group 149.7 0.8 150.5 149.1 0.3 149.4 0.4% NM* 0.7%
* Not meaningful due to differing trading periods: Tunbridge Wells hospital
traded for only three months in 2024 with no activity in 2025, while Acorn and
Physiolistic recorded nine months and five months of trading respectively in
2025, compared with no trading in 2024.
Adjusted profit after tax and adjusted earnings per share
Adjustments have been made to remove the impact of non-recurring items.
Year ended 31 December
(£m) 2025 2024
Profit before tax 18.6 38.3
Adjustments for:
Adjusting items - operating costs 27.9 11.9
Adjusted profit before tax 46.5 50.2
Taxation(1) (7.4) (14.1)
Adjusted profit after tax 39.1 36.1
Adjusted profit after tax attributable to owners of the Parent 38.3 35.5
Adjusted profit after tax attributable to non-controlling interests 0.8 0.6
Weighted average number of ordinary shares in issue (No.) 400,382,458 403,493,123
Adjusted basic earnings per share (pence) 9.6 8.8
1. Reported tax charge for the period adjusted for the tax effect of adjusting
Items.
Return on capital employed
Year ended 31 December
(£m) 2025 2024
Adjusted EBIT 150.5 149.4
Total assets 2,377.1 2,343.2
less: Cash and cash equivalents (34.7) (41.2)
less: Capital investments (115.9) (127.2)
less: Current liabilities (346.8) (341.7)
Capital employed 1,879.7 1,833.1
Return on capital employed % 8.0% 8.2%
Adjusted EBIT rose 0.4% y/y to £150.5m, contributing to ROCE reaching 8.0%
(FY24: 8.2%). Excluding NI and NMW rises, ROCE increased to 8.5%. Our
multi-year, cross-functional transformation programme which is centered on
care quality, a diversified payor strategy focused on high-margin work, and
our evolution into an integrated healthcare provider through expansion into
the inherently capital-light Primary Care segment have all been key in driving
sustainable returns
Total capital expenditure was £78.5m (FY24: £112.1m). Our capex has remained
growth focused, which contributes to efficiency gains and revenue
growth over the medium term.
Adjusted free cash flow
Year ended 31 December
(£m) 2025 2024
Adjusted EBITDA 268.6 260.0
less: Rental payments (116.2) (102.3)
less: Cash flow for the purchase of property, plant and equipment (78.5) (112.1)
less: Working capital movement (5.2) (7.0)
add/(less): Adjustments for non-recurring items (4.4) 0.4
Adjusted FCF 64.3 39.0
Adjusted free cash flow grew 64.9% y/y to £64.3m, reflecting well controlled
capex and effective working capital management within the evolving
NHS dynamics.
Cash flow analysis for the period
Year ended 31 December
(£m) 2025 2024
Opening cash balance 41.2 49.6
Operating cash flows before recurring items 257.7 244.3
add/(less) : adjustments for non-recurring items 4.4 (2.6)
Operating cash flows before Adjusting items and income paid 262.1 241.7
Net cash flow from Adjusting items (included in operating cash flows) (19.7) (5.9)
Income tax paid (0.2) (0.1)
Operating cash flows after operating Adjusting items and income tax 242.2 235.7
Net cash in investing activities (76.5) (99.0)
Cash outflow for acquisition of subsidiary (7.7) -
Net cash in financing activities (164.5) (145.1)
Closing cash balance 34.7 41.2
Closing cash balance
The group's year end cash balance stood at £34.7m, which reflects a reduction
of £6.5m against the prior year balance of £41.2m. The reduction in cash is
largely due to increased financing activities of £19.4m offset by a reduction
in investing activities of £14.8m. Further detailed information on the cash
flow during the period is set out in the following sections.
Operating cash flows before adjusting items
The cash inflow from operating activities before tax, adjusting items was
£257.7m (2024: £244.3m), which constitutes a cash conversion rate from
£268.6m adjusted EBITDA of 96% (2024: 94% conversion of £260.0m adjusted
EBITDA). The net cash outflow from movements in working capital in the period
was £5.2m (2024: £7.0m outflow).
Investing and financing cash flows
Net cash outflow in investing activities for the period was £84.2m (2024:
£99.0m). Cash outflow for the purchase of plant, property and equipment in
the period totalled £78.5m (2024: £112.1m). Our capex has remained growth
focused, which contributes to efficiency gains and revenue growth over the
medium term. Capital investments in the year includes patient support centres,
digitalisation and automation, MRI scanners and AI software on existing
machines to improve throughput and robotic surgery platforms.
Net cash used in financing activities for the period was £164.5m (2024:
£145.1m). Cash outflows included interest paid and other financing costs of
£105.0m (2024: £98.1m), lease liability payments of £35.1m (2024: £26.2m)
,a final dividend payment of £9.2m (2024: £8.5m), purchase of the remaining
interest of Montefiore House Limited of £5.2m and £8.7m for the buyback of
shares to settle share awards.
Borrowings
At 31 December 2025, the group has bank borrowings of £367.1m (2024:
£367.1m), drawn under facilities which mature in August 2028.
Year ended 31 December
(£m) 2025 2024
Cash 34.7 41.2
Bank borrowings 367.1 367.1
Bank borrowings less cash and cash equivalents 332.4 325.9
On 24 November 2025, the group successfully extended its existing debt
facilities to maturity of August 2028. The financial covenants relating to
this new agreement are materially unchanged and no modifications have been
made other than to extend the term, with leverage to be below 4.0x and
interest cover to be in excess of 4.0x. As at 31 December 2025 the leverage
measure stood at 2.0x (2024:2.0x) and interest cover of 7.5x (2024: 7.5x).
As at 31 December 2025 lease liabilities were £948.7m (2024: £912.8m).
Dividend
The directors of Spire Healthcare have recommended the payment of a final
dividend of 1.5 pence per share for the year ending 31 December 2025,
subject to shareholder approval at the forthcoming Annual General Meeting.
Related party transactions
There were no significant related party transactions during the period under
review.
Principal Risks
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
· Transformation Execution · Major Infrastructure Failure · Clinical Quality
Further details of the principal risks facing the group for the year ended 31
December 2025 are set out in the group's Annual Report and Accounts which will
be made available on the group website once published. The Board consider that
these are the risks that could impact the performance of the group in the
current financial year. The Board continues to manage these risks and to
mitigate their expected impact.
Directors' responsibilities statement
The directors are responsible for preparing the annual report and the group's
financial statements in accordance with applicable United Kingdom
law and regulations.
Company law requires the directors to prepare financial statements for each
financial year. Under that law the directors have elected to prepare the group
and parent company financial statements in accordance with UK adopted
International Accounting Standards ('UK-adopted IFRS') as issued by the
International Accounting Standards Board ('IASB') and in accordance with the
Companies Act 2006. Under company law the directors must not approve the
group's financial statements unless they are satisfied that they give a true
and fair view of the state of affairs of the group and the company and of the
profit or loss of the group and the company for that period.
In preparing these financial statements the directors are required to:
- Select suitable accounting policies in accordance with IAS 8 accounting
policies, changes in accounting estimates and errors and then apply them
consistently
- Make judgements and accounting estimates that are reasonable and prudent
- Present information in a manner that provides relevant, reliable,
comparable and understandable information
- Provide additional disclosures when compliance with the specific
requirements in IFRSs is insufficient to enable users to understand the impact
of particular transactions, other events and conditions on the group and
company financial position and financial performance
- In respect of the group financial statements, state whether UK-adopted
International Accounting Standards have been followed, subject to any material
departures disclosed and explained in the financial statements
- In respect of the parent company financial statements, state whether
UK-adopted International Accounting Standards have been followed, subject to
any material departures disclosed and explained in the financial statements
- Prepare the financial statements on the going concern basis unless it is
appropriate to presume that the company and/or the group will not
continue in business
The directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the company's and group's transactions and
disclose with reasonable accuracy at any time the financial position of the
company and the group and enable them to ensure that the company and the group
financial statements comply with the Companies Act 2006. They are also
responsible for safeguarding the assets of the group and parent company and
hence for taking reasonable steps for the prevention and detection of fraud
and other irregularities.
Under applicable law and regulations, the directors are also responsible for
preparing a strategic report, directors' report, directors' remuneration
report and corporate governance statement that comply with that law and those
regulations. The directors are responsible for the maintenance and integrity
of the corporate and financial information included on the company's website.
Each of the directors confirms that, to the best of their knowledge:
- That the consolidated financial statements, prepared in accordance with
UK-adopted International Accounting Standards give a true and fair view of the
assets, liabilities, financial position and profit of the parent company and
undertakings included in the consolidation taken as a whole
- That the annual report, including the strategic report, includes a fair
review of the development and performance of the business and the position of
the company and undertakings included in the consolidation taken as a whole,
together with a description of the principal risks and uncertainties that they
face
- That they consider the annual report, taken as a whole, is fair,
balanced and understandable and provides the information necessary for
shareholders to assess the company's position, performance, business model and
strategy
By order of the board.
Justin Ash
Chief Executive Officer
4 March 2026
Harbant Samra
Chief Financial Officer
4 March 2026
Consolidated income statement
For the year ended 31 December 2025
2025 2024
Total before Adjusting items Adjusting items Total before Adjusting items Adjusting items
(£m) Note (Note 10) Total (Note 10) Total
Revenue 5 1,579.8 - 1,579.8 1,511.2 - 1,511.2
Cost of sales (863.7) - (863.7) (827.6) - (827.6)
Gross profit 716.1 - 716.1 683.6 - 683.6
Other operating costs 8 (569.0) (27.9) (596.9) (542.3) (16.4) (558.7)
Other income 7 3.4 - 3.4 8.1 4.5 12.6
Operating profit (EBIT) 8 150.5 (27.9) 122.6 149.4 (11.9) 137.5
Finance income 9 1.0 - 1.0 0.7 - 0.7
Finance cost 9 (105.0) - (105.0) (99.9) - (99.9)
Profit before taxation 46.5 (27.9) 18.6 50.2 (11.9) 38.3
Taxation 11 (7.4) 6.0 (1.4) (14.1) 1.8 (12.3)
Profit for the year 39.1 (21.9) 17.2 36.1 (10.1) 26.0
Profit for the year attributable to owners of the parent 38.3 (21.9) 16.4 35.5 (10.1) 25.4
Profit for the year attributable to non-controlling interests 0.8 - 0.8 0.6 - 0.6
Earnings per share (in pence per share)
- basic 12 9.6 (5.5) 4.1 8.8 (2.5) 6.3
- diluted 12 9.4 (5.4) 4.0 8.6 (2.4) 6.2
Consolidated statement of comprehensive income
For the year ended 31 December 2025
(£m) Note 2025 2024
Profit for the year 17.2 26.0
Items that may be reclassified to profit or loss in subsequent periods
Loss on cash flow hedges 17 (2.9) (1.5)
Taxation on cash flow hedges 0.9 0.3
Other comprehensive loss for the year (2.0) (1.2)
Total comprehensive profit for the year, net of tax 15.2 24.8
Attributable to:
Equity holders of the parent 14.4 24.2
Non-controlling interests 0.8 0.6
15.2 24.8
Consolidated statement of changes in equity
For the year ended 31 December 2025
Equity attributable to owners
Capital redemption of the parent Non-controlling interests
Share capital Share premium Capital reserves reserve EBT share reserve Hedging Retained
(£m) Note reserve loss Total equity
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 year - - - - - - 25.4 25.4 0.6 26.0
Other comprehensive loss for the year - - - - - (1.2) - (1.2) - (1.2)
Total comprehensive profit for the year - - - - - (1.2) 25.4 24.2 0.6 24.8
Dividends paid to equity holders of the parent - - - - - (8.5) (8.5) - (8.5)
Dividends paid to non-controlling interests - - - - - - - - (0.7) (0.7)
Share-based payments 22 - - - - - - 4.0 4.0 - 4.0
Deferred tax adjustment on share-based payments reserve - - - - - - 0.4 0.4 - 0.4
Settlement of tax obligation on vested equity settled share awards
22 - - - - - - (5.4) (5.4) - (5.4)
Purchase of own shares by EBT - - - - (3.1) - - (3.1) - (3.1)
Utilisation of EBT shares for share awards - - - - 2.9 - (2.9) - - -
Purchase of ordinary shares for cancellation - - - - - - (3.1) (3.1) - (3.1)
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 year - - - - - - 16.4 16.4 0.8 17.2
Other comprehensive loss for the year - - - - - (2.0) - (2.0) - (2.0)
Total comprehensive loss for the year - - - - - (2.0) 16.4 14.4 0.8 15.2
Dividends paid to equity holders of the parent - - - - - - (9.2) (9.2) - (9.2)
Dividends paid to non-controlling interests - - - - - - - - (0.5) (0.5)
Share-based payments - - - - - - 1.6 1.6 - 1.6
Deferred tax adjustment on share-based payments reserve - - - - - - (0.1) (0.1) - (0.1)
Settlement of tax obligation on vested equity settled share awards
22 - - - - - - (3.0) (3.0) - (3.0)
Purchase of own shares by EBT - - - - (8.7) - - (8.7) - (8.7)
Utilisation of EBT shares for share awards - - - - 5.4 - (3.2) 2.2 - 2.2
Additional interest acquired of non-controlling interests - - - - - - (2.8) (2.8) 2.8 -
As at 31 December 2025 4.0 830.0 376.1 - (4.2) 0.1 (463.2) 742.8 0.9 743.7
Consolidated balance sheet
For the year ended 31 December 2025
(£m) Note 2025 2024
ASSETS
Non-current assets
Property, plant and equipment 13 1,692.1 1,663.4
Intangible assets 14 444.8 437.4
Other receivables 18 4.3 4.4
Derivatives 18 - 0.4
Financial assets 14.4 12.3
2,155.6 2,117.9
Current assets
Financial assets - 2.5
Inventories 46.2 46.6
Trade and other receivables 15 136.5 131.4
Derivatives 18 0.2 2.5
Cash and cash equivalents 34.7 41.2
217.6 224.2
Non-current assets held for sale 16 3.9 1.1
221.5 225.3
Total assets 2,377.1 2,343.2
EQUITY AND LIABILITIES
Equity
Share capital 17 4.0 4.0
Share premium 17 830.0 830.0
Capital reserves 17 376.1 376.1
Capital redemption reserve 17 - -
EBT share reserves 17 (4.2) (0.9)
Hedging reserve 0.1 2.1
Retained loss (463.2) (462.9)
Equity attributable to owners of the parent 742.8 748.4
Non-controlling interests 0.9 (2.2)
Total equity 743.7 746.2
Non-current liabilities
Bank borrowings 18 364.0 363.5
Lease liabilities 18 841.1 811.0
Derivatives 18 0.2 -
Deferred tax liabilities 81.3 80.8
1,286.6 1,255.3
Current liabilities
Bank borrowings 18 3.1 3.6
Lease liabilities 18 107.6 101.8
Provisions 20 16.3 14.2
Trade and other payables 21 218.1 214.0
Financial liabilities 19 1.6 8.0
Income tax payable 0.1 0.1
346.8 341.7
Total liabilities 1,633.4 1,597.0
Total equity and liabilities 2,377.1 2,343.2
These consolidated financial statements and the accompanying notes were
approved for issue by the board on 4 March 2026 and signed on its behalf by:
Justin Ash Harbant Samra
Chief Executive Officer Chief Financial Officer
Consolidated statement of cash flows
For the year ended 31 December 2025
(£m) Notes 2025 2024
Cash flows from operating activities
Profit before taxation 18.6 38.3
Adjustments to reconcile profit before tax to net cash flows:
Impairment of assets held for sale (adjusting items) 8 0.5 -
Movement on financial liability 7 (0.3) (1.6)
Profit on disposal of property, plant and equipment 7 - (5.2)
Adjusting items - other 10 6.2 1.5
Depreciation of property, plant and equipment 8 68.2 67.0
Depreciation of right-of-use assets 8 47.3 41.0
Amortisation of intangible assets 8 4.1 4.2
Finance income 9 (1.0) (0.7)
Finance costs 9 105.0 99.9
Other income 7 (3.1) (5.8)
Share-based payments expense 22 2.1 4.2
247.6 242.8
Movements in working capital:
Increase in trade and other receivables (5.1) (11.0)
Decrease/(increase) in inventories 0.4 (2.3)
(Decrease)/increase in trade and other payables (2.6) 9.0
Increase/(decrease) in provisions 2.1 (2.7)
Cash generated from operations 242.4 235.8
Tax paid (0.2) (0.1)
Net cash from operating activities 242.2 235.7
Cash flows from investing activities
Receipt from financial asset 1.0 0.7
Acquisition of a subsidiary, net of cash acquired (7.7) -
Purchase of property, plant and equipment (76.3) (109.3)
Purchase of intangible assets (2.2) (2.8)
Interest on finance lease receivables 0.6 -
Proceeds on disposal of property, plant and equipment - 11.7
Interest received on bank deposits 0.4 0.7
Net cash used in investing activities (84.2) (99.0)
Cash flows from financing activities
Interest paid and other financing costs (23.9) (22.0)
Interest on lease liabilities (81.1) (76.1)
Payment of lease liabilities (35.1) (26.2)
Draw down on revolving credit facility 55.0 5.0
Repayment on revolving credit facility (55.0) (5.0)
Proceeds from issue of shares by EBT 2.2 -
Purchase of own shares by EBT (8.7) (3.1)
Purchase of non-controlling interests (5.2) -
Settlement of tax obligation on vested equity settled share awards 22 (3.0) (5.4)
Dividends paid to equity holders of the parent (9.2) (8.5)
Dividends paid to non-controlling interests (0.5) (0.7)
Purchase of ordinary shares for cancellation - (3.1)
Net cash used in financing activities (164.5) (145.1)
Net decrease in cash and cash equivalents (6.5) (8.4)
Cash and cash equivalents at 1 January 41.2 49.6
Cash and cash equivalents at 31 December 34.7 41.2
Adjusting items (Note 10)
Adjusting items paid included in the cash flow (19.7) (10.4)
Total pre-tax adjusting items 10 (27.9) (11.9)
Notes to the preliminary announcement
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 financial statements for the year ended 31 December 2025 were authorised
for issue by the board of directors of the company on 4 March 2026.
The company is a public limited company, which is listed on the London Stock
Exchange, incorporated, registered and domiciled in England and
Wales (registered number: 09084066). The address of its registered office is 3
Dorset Rise, London, EC4Y 8EN.
2. Basis of preparation
The preliminary financial information for the year ended 31 December 2025
included in this report was approved by the board on 4 March 2026. The
financial information set out here does not constitute the company's statutory
accounts for the year ended 31 December 2025 but is derived from those
accounts. Statutory accounts for 2025 will be delivered following the
company's annual general meeting. The auditor has reported on those accounts;
their report was unqualified and did not draw attention to any matters by way
of emphasis and did not contain statements under s498 (2) or (3) of the
Companies Act 2006.
The financial information contained within this report has been prepared in
accordance with UK-adopted International Accounting Standards in
accordance with the requirements of the Companies Act 2006.
The consolidated financial statements are presented in UK sterling and all
values are rounded to the nearest million pounds (£m), except when
otherwise indicated.
Going concern
The group assessed going concern risk for the period through to 30 June 2027.
As at 31 December 2025, the group had cash of £34.7m and borrowings of £365m
of which £325m is a Senior Loan Facility (SFA) and £40m drawn Revolving
Credit Facility (RCF). The group has access to a further £60m which remains
undrawn under the RCF. On 24 November 2025, the group successfully extended
the term of the bank facility (both SFA and RCF) by 18 months to August 2028.
The financial covenants associated with the bank facility remain materially
unchanged and no modifications have been made other than to extend the term.
The group has undertaken extensive activity to identify plausible risks that
may arise and to assess the mitigating actions available, which in the first
instance would include constrained levels of discretionary capital investment.
Based on the current assessment of the likelihood of these risks arising by 30
June 2027, 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 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
covenants. This stress testing was based on flexing revenue downwards from the
group's current forecast with a consistent percentage decline in variable
costs and fixed costs. The base case forecast assumes a continuation of
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 allows for the benefit of
mitigating actions that could be taken by management to preserve cash. This
testing suggested that there would have to be at least a 25% 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 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.
On 19 September 2025, the Board commenced a formal strategic review to
maximise shareholder value (the Strategic Review). On 24 January 2026, the
Company announced, as part of the Strategic Review, that it was in discussion
with parties (the Discussions) pursuant to Rule 2.4 of the UK Takeover Code.
The deadline by which the parties must announce their intentions has been
extended to 21 March 2026. There can be no certainty that a firm intention to
make an offer will be made nor the terms on which any offer might be made
(Rule 2.7 of the UK Takeover Code). There can be no certainty as to the
outcome or the timing of the Strategic Review and given the early stages and
uncertainties of the Discussions, the Directors have undertaken appropriate
analysis to understand the impact of the potential implications of the
Discussions. As such, the going concern assessment does not assume the
successful completion of any outcome arising from the Strategic Review.
Taking account of the above factors, the Board concluded that it remained
appropriate to adopt the going concern basis of accounting in preparing the
consolidated financial statements and the parent company financial statements.
The Board has a reasonable expectation that the company and the group will
each continue to operate as a going concern for the period to 30 June 2027.
3. Accounting policies
In preparing this preliminary announcement, 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 2025, a copy
of this report will shortly be available on the company's website at
www.spirehealthcare.com. (http://www.spirehealthcare.com/)
Notes to the preliminary announcement continued
3. Accounting policies continued
Changes in accounting policy - new standards, interpretations and amendments
applied
The following amendments to existing standards were effective for the group
from 1 January 2025. These amendments have not had a material impact.
Effective date*
Amendments to IAS 21 - Lack of Exchangeability 1 January 2025
* The effective dates stated above are those given in the original
IASB/IFRIC standards and interpretations that are consistent with the
endorsement process for use in the UK.
Changes in accounting policy - new standards, interpretations and amendments
in issue, but not yet effective
As at date of approval of the group financial statements, the following new
and amended standards, interpretations and amendments in issue are
applicable to the group but not yet effective and thus, have not been applied
by the group:
Effective date*
Amendments to IFRS 9 and IFRS 7 - Amendments to the classification and 1 January 2026
measurement of financial instruments
IFRS 18 - Presentation and disclosure in financial statements 1 January 2027
IFRS 19 - Subsidiaries without Public Accountability: Disclosures 1 January 2027
* The effective dates stated above are those given in the original
IASB/IFRIC standards and interpretations. As the group prepares its financial
statements in accordance with IFRS as issued
by the IASB as endorsed by the UK, the application of new standards and
interpretations will result in an effective date subject to that agreed by the
UK Endorsement process.
We are in the process of assessing the impact of the above on the financial
statements.
4. Critical accounting judgements and estimates
In the application of the group's accounting policies, the directors are
required to make judgements and estimates about the carrying amounts of assets
and liabilities that are not readily apparent from other sources. The
estimates and associated assumptions are based on historical experience and
other factors that are considered relevant. Actual results may differ from
these estimates.
In preparing this preliminary announcement, the significant judgements and
estimates made by management in applying the group's accounting policies and
key sources of estimation uncertainty were the same as those applied to the
consolidated financial statements for the year ended 31 December 2025.
5. Revenue
All revenue is attributable to, and all non-current assets are located in, the
United Kingdom.
Revenue by location (inpatient, day case or out-patient) and wider customer
(payor) group is shown below:
2025 2024
(£m) Hospitals Business Primary Care Total Hospitals Business Primary Care Total
Inpatient 563.7 - 563.7 548.0 - 548.0
Day case 456.3 1.4 457.7 426.6 0.6 427.2
Out-patient 398.0 131.4 529.4 388.1 120.2 508.3
Other* 28.1 0.9 29.0 27.5 0.2 27.7
Total revenue 1,446.1 133.7 1,579.8 1,390.2 121.0 1,511.2
Insured 681.5 2.8 684.3 662.4 1.6 664.0
Self-pay 328.6 8.5 337.1 332.9 8.0 340.9
NHS 407.9 87.6 495.5 367.4 80.8 448.2
Other* 28.1 34.8 62.9 27.5 30.6 58.1
Total revenue 1,446.1 133.7 1,579.8 1,390.2 121.0 1,511.2
* Other revenue includes fees paid to the group by consultants (eg for the
use of group facilities and services) and third-party revenue (eg pathology
services to third parties).
Group revenues increased 4.5% to £1,579.8m (2024: £1,511.2m) driven by
growth in both the Hospitals Business and Primary Care. Hospitals Business
revenue has increased by 4.0% to £1,446.1m (2024: £1,390.2m), supported by
higher Average Revenue per Case (ARPC) across all payor groups and strong
Private Medical Insurance (PMI) performance. NHS revenue also grew strongly,
reflecting higher activity levels, particularly in the first half of the year,
with ARPC growth broadly aligned to tariff, before moderating to reflect a
slowdown in commissioning activity at the end of the year as a result of
budgetary restrictions from Integrated Care Boards.
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.
Notes to the preliminary announcement continued
6. Segmental reporting continued
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,
Employers, 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.
In the year, the group had two major customers, accounting for 15% (2024: 15%)
and 12% (2024: 14%) of group revenue. These revenues were reported primarily
within the Hospitals Business segment.
2025 2024
Hospitals Business Hospitals Business
(£m) Primary Care Total Primary Care Total
Revenue 1,446.1 133.7 1,579.8 1,390.2 121.0 1,511.2
Cost of sales (774.8) (88.9) (863.7) (748.4) (79.2) (827.6)
Gross profit 671.3 44.8 716.1 641.8 41.8 683.6
Other operating costs (555.4) (41.5) (596.9) (519.2) (39.5) (558.7)
Other income 3.4 - 3.4 12.6 - 12.6
Segmental operating profit (EBIT) 119.3 3.3 122.6 135.2 2.3 137.5
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 year:
(£m) 2025 2024
Segment operating profit (EBIT) 122.6 137.5
Finance income 1.0 0.7
Finance costs (105.0) (99.9)
Profit before taxation 18.6 38.3
Taxation (1.4) (12.3)
Profit for the year 17.2 26.0
Operating profit is arrived at after charging:
2025 2024
Hospitals Business Hospitals Business
(£m) Primary Care Total Primary Care Total
Depreciation of property, plant and equipment and right-of-use assets 111.9 3.6 115.5 106.4 1.6 108.0
Amortisation of intangible assets 1.5 2.6 4.1 1.6 2.6 4.2
Lease payments made in respect of low value and short leases 15.3 3.1 18.4 16.6 3.8 20.4
Staff costs 509.1 82.3 591.4 494.4 73.0 567.4
The total pre-tax adjusting items is £27.9m (2024: £11.9m) of which £27.6m
(2024: £8.1m) relate to the Hospitals Business and
£0.3m (2024: £3.8m) relates to Primary Care.
7. Other income
(£m) 2025 2024
Fair value movement on financial asset 2.1 4.8
Realised profit in respect of financial asset 1.0 1.0
Movement on financial liability 0.3 1.6
Profit on disposal of hospital (adjusting items) (see Note 10) - 4.5
Profit on disposal of property, plant and equipment - 0.7
Total other income 3.4 12.6
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 £1.0m
(2024: £1.0m) have been realised in respect of this arrangement. The fair
value movement on financial liability relates to the change in cash flows
relating to the financial instruments held to purchase own equity instruments.
Notes to the preliminary announcement continued
8. Operating profit
Arrived at after charging/(crediting):
(£m) 2025 2024
Depreciation of property, plant and equipment (see Note 13) 68.2 67.0
Depreciation of right-of-use assets (see Note 13) 47.3 41.0
Amortisation of intangible assets (see Note 14) 4.1 4.2
Acquisition-related transaction costs (adjusting item) (see Note 10) 0.8 -
Lease payments made in respect of low value and short leases 18.4 20.4
Provision related to Ian Paterson (adjusting item) (see Note 10) - 4.6
Impairment on assets held for sale (see Note 16) 0.5 -
Movement on the provision for expected credit losses of trade receivables (see (1.5) 1.0
Note 15)
Movement on financial liability (see Note 19) (0.3) -
Staff restructuring costs (adjusting item) (see Note 10) 13.8 4.3
Staff costs (net of staff restructuring costs and including share-based 591.4 567.4
payment charge) (see Note 22)
9. Finance income and costs
(£m) 2025 2024
Finance income
Interest income on bank deposits 0.4 0.7
Interest income on finance lease receivable 0.6 -
Total finance income 1.0 0.7
Finance costs
Interest on bank facilities 22.4 22.3
Amortisation of fee arising on facilities extensions/borrowing costs1 1.5 1.5
Interest on obligations under leases 81.1 76.1
Total finance costs 105.0 99.9
Total net finance costs 104.0 99.2
1. £1.1m of borrowing costs were capitalised on the extension of the senior
facility, these are being amortised to August 2028. Previously, £5.0m of
borrowing costs were
capitalised on the refinancing of the senior facility, these are being
amortised to February 2026.
10. Adjusting items
(£m) 2025 2024
Asset acquisitions, disposals, impairment and aborted project costs 4.0 (2.8)
Clinic set up costs 0.2 1.9
Business reorganisation and corporate restructuring costs 20.5 4.3
Remediation of regulatory compliance or malpractice costs 1.7 6.9
Amortisation on acquired intangible assets 1.5 1.6
Total pre-tax adjusting items 27.9 11.9
Income tax (credit)/charge on adjusting items (6.0) (1.8)
Total post-tax adjusting items 21.9 10.1
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, impairment and aborted project costs include
£0.8m relating to the group's acquisitions of Acorn Occupational Health and
Physiolistic Limited. An additional £0.8m relating to Regents Gate, of which
£0.5m represents an impairment charge. This impairment is disclosed within
Assets Held for Sale (see Note 21). Refer to acquisition Note 25 for more
details. In the prior year, a credit of £4.5m was included for the sale of
the group's Tunbridge Wells hospital. Whilst other costings associated to the
integration of VHG acquisition and a true-up in provisions with DCG and
Claremont acquisitions.
Business reorganisation and corporate restructuring relate to the group
announcement of a group wide transformation program 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 initiative,
additional costs of £13.1m (2024: £3.5m) have been incurred in the period,
bringing costs to date of £22.4m. This initiative is being implemented over
several phases and is likely to be materially completed at the end of 2027 as
communicated at our capital markets event in April 2024. Future costs are not
disclosed as a reliable estimate cannot be made due to the nature of the
matter. In addition, the group incurred costs of £7.4m as it undertook a
strategic review of the business.
Remediation of regulatory compliance or malpractice costs of £1.7m (2024:
£1.7m) relates to legal fees that have been incurred for the ongoing
inquests.
Notes to the preliminary announcement continued
10. Segmental reporting continued
In the prior year, Spire Healthcare increased its provision by £4.6m to
reflect the expected costs of implementing the Public Inquiry recommendations,
including conducting a comprehensive patient review and providing support to
Paterson's patients. By H2 2024, all living patients had been contacted and
invited for consultations where appropriate to discuss their care. As a
result, this led to a notable reduction in new claims as most patients have
now had the outcomes of their reviews. Claims in the current year have
remained consistent with management's original assumptions and the previously
recognised provision; as a result, no additional charge has been recorded in
this financial year. While future adjustments may be necessary as further
information becomes available, the existing provision continues to represent
management's best estimate of the costs and anticipated claim settlements.
£1.5m (2024: £1.6m) of amortisation on acquired intangible assets related to
the customer contracts recognised on the acquisition of VHG in 2023, Acorn in
March 2025 and Physiolistic in July 2025.
11. Taxation
(£m) 2025 2024
Current tax
UK corporation tax expense 0.9 0.7
Adjustments in respect of prior years - (1.0)
Total current tax charge/(credit) 0.9 (0.3)
Deferred tax
Origination and reversal of temporary differences 6.4 10.3
Adjustments in respect of prior years (5.9) 2.3
Total deferred tax charge 0.5 12.6
Total tax charge 1.4 12.3
In addition to the amounts recognised in the income statement, a credit of
£0.9m has been recognised in Other Comprehensive Income (2024: £0.2m credit)
and a debit of £0.1m (2024: £0.4m credit) has been recognised directly in
Equity. The £0.1m debit through equity relates to movements on share-based
payments, and reflects a £0.9m deferred tax charge and £0.8m current tax
credit.
Corporation tax is calculated at 25.0% (2024: 25.0%) of the estimated taxable
profit or loss for the year. When excluding prior year adjustments and the
impact of share‑based payments, the effective tax rate for 2025 is 34.9%
(2024: 27.9%). The increase reflects additional adjusting items arising during
the period.
The effective tax assessed for the year, all of which arises in the UK,
differs from the standard weighted rate of corporation tax in the UK. The
reconciliation of the actual tax charge to that at the domestic corporation
tax rate is as follows:
(£m) 2025 2024
Profit before taxation 18.6 38.3
Tax at the standard rate 4.7 9.6
Effects of:
Expenses and income not deductible or taxable 1.8 1.1
Adjustment for movement on share-based payments 0.8 0.3
Adjustments in respect of prior year (5.9) 1.3
Total tax charge 1.4 12.3
Expenses and income that are not deductible or taxable primarily relate to
depreciation on non-qualifying fixed assets, disallowable entertaining costs,
and certain legal and professional fees. The current-year and prior-year tax
charges are mainly driven by expenses that are not deductible for tax
purposes, adjustments in respect of prior periods, and movements arising from
share-based payments.
Within the prior-year adjustment, there is a one-off capital allowances claim
covering multiple years. This resulted in a significant reduction in the tax
charge for the period. The benefit of this claim will also flow through to
future periods, enabling greater tax relief in later years.
The effective tax rate on profit before taxation for the year of 7.5% (2024:
32.1%), is not considered meaningful due to the significant prior year
adjustments.
The group calculates an underlying tax rate on an adjusted basis to remove the
effect of distorting items such as prior year adjustments, non-recurring
transactions and share based payments. The underlying tax rate is 28.4% (2024:
29.8%) which is higher than the statutory rate due to expenses and income that
are not deductible and depreciation on non-qualifying fixed assets.
The group does not hold any uncertain tax positions under IFRIC 23 at the
year-end (2024: none).
Pillar Two legislation, introduced as part of the OECD's Base Erosion and
Profit Shifting ('BEPS') framework, became effective for accounting periods
beginning on or after 1 January 2024. The group operates solely in the UK.
Based on the group's assessment, its underlying effective tax rates continue
to exceed 16%, and therefore no exposure to Pillar Two top-up taxes is
expected.
Notes to the preliminary announcement continued
12. Earnings per share (EPS)
Basic EPS is calculated by dividing the profit for the year attributable to
ordinary equity holders of the parent by the weighted average number of
ordinary shares outstanding during the year.
2025 2024
Profit for the year attributable to ordinary equity holders of the parent 16.4 25.4
(£m)
Weighted average number of ordinary shares for basic EPS (No.) 402,759,340 403,991,639
Adjustment for weighted average number of shares held in EBT (No.) (2,376,882) (498,516)
Weighted average number of ordinary shares in issue (No.) 400,382,458 403,493,123
Basic earnings per share (in pence per share) 4.1 6.3
For dilutive EPS, the weighted average number of ordinary shares in issue is
adjusted to include all dilutive potential ordinary shares arising from share
options. Refer to the remuneration committee report for the terms and
conditions of instruments generating potential ordinary shares that affect the
measurement of diluted EPS.
2025 2024
Profit for the year attributable to ordinary equity holders of the parent 16.4 25.4
(£m)
Weighted average number of ordinary shares in issue (No.) 400,382,458 403,493,123
Adjustment for weighted average number of contingently issuable shares (No.) 4,929,266 7,900,003
Diluted weighted average number of ordinary shares in issue (No.) 405,311,724 411,393,126
Diluted earnings per share (in pence per share) 4.0 6.2
The directors believe that EPS excluding adjusting items (adjusted EPS) better
reflects the underlying performance of the business and assists in
providing a clearer view of the performance of the group.
Reconciliation of profit after taxation to profit after taxation excluding
adjusting items (adjusted profit):
2025 2024
Profit for the year attributable to owners of the parent (£m) 16.4 25.4
Adjusting items (see Note 10) (£m) 21.9 10.1
Adjusted profit (£m) 38.3 35.5
Weighted average number of Ordinary Shares in issue (No.) 400,382,458 403,493,123
Weighted average number of dilutive Ordinary Shares (No.) 405,311,724 411,393,126
Adjusted basic earnings per share (in pence per share) 9.6 8.8
Adjusted diluted earnings per share (in pence per share) 9.4 8.6
13. Property, plant and equipment
Freehold property Leasehold improvements Assets in the course of construction Right-of-use
(£m) Equipment (ROU) Total
Cost:
At 1 January 2024 860.4 203.4 487.2 25.2 926.5 2,502.7
Additions 8.9 14.8 52.9 32.7 - 109.3
Additions to ROU assets - - - - 15.1 15.1
Adjustments to existing assets (e.g. indexation) - - - - 36.9 36.9
Disposals (1.3) (9.6) (84.0) - (2.4) (97.3)
Transfers 1.2 15.9 0.7 (17.8) - -
At 1 January 2025 869.2 224.5 456.8 40.1 976.1 2,566.7
Additions 4.3 10.9 33.7 27.4 - 76.3
Acquisition of subsidiaries - - 0.5 - - 0.5
Additions to ROU assets - - - - 37.4 37.4
Adjustments to existing assets (e.g. indexation) - - - - 33.6 33.6
Transferred to Assets held for sale (4.0) - - - - (4.0)
Disposals (0.8) - - - - (0.8)
Transfers 17.2 8.5 (10.2) (15.5) - -
At 31 December 2025 885.9 243.9 480.8 52.0 1,047.1 2,709.7
Accumulated depreciation and impairment:
At 1 January 2024 209.6 67.5 313.9 - 292.9 883.9
Charge for the year 12.3 10.6 44.1 - 41.0 108.0
Disposals (1.2) (4.9) (82.3) - (0.2) (88.6)
At 1 January 2025 220.7 73.2 275.7 - 333.7 903.3
Charge for year 12.0 12.1 44.1 - 47.3 115.5
Transferred to Assets held for sale (0.7) - - - - (0.7)
Disposals (0.5) - - - - (0.5)
Transfers 2.3 (2.3) - - - -
At 31 December 2025 233.8 83.0 319.8 - 381.0 1,017.6
Net book value:
At 31 December 2025 652.1 160.9 161.0 52.0 666.1 1,692.1
At 31 December 2024 648.5 151.3 181.1 40.1 642.4 1,663.4
Notes to the preliminary announcement continued
13. Property, plant and equipment continued
The net book value of land is £156.3m (2024: £156.3m). Nine of the group's
freehold properties are pledged as security against the senior finance
facility, the net book value of these properties are £127.0m (2024:
£120.0million). There were no borrowing costs capitalised during the year
ended 31 December 2025 (2024: Nil). The fair value of freehold properties is
£1.4 billion.
On 31 March 2024, the group sold its Tunbridge Wells Hospital Business to
Maidstone and Tunbridge Wells NHS Trust for £10.0m and derecognised property,
plant and equipment of £6.2m. As part of the sale agreement, the group has
entered into a sub lease agreement with the trust to lease the Tunbridge Wells
property (refer to Note 18). A right of use asset of £2.4m was derecognised
and a finance lease receivable of £4.4m was recognised. The finance lease
receivable represents the cash flows receivable from the trust to settle the
lease obligation in the head lease. Refer to Note 18 for more details.
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 or legal entity 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 to key assumptions.
In order to estimate the value-in-use, management has used trading projections
covering the period to December 2030 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,
it takes 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 consider 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 five-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 five-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.
The group has used a pre-tax discount rate of 11.3% (2024: 11.2%).
Management has performed a sensitivity analysis on these properties 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 three CGUs for which a reasonably possible
change would eliminate the headroom.
For the first CGU, the average annual EBITDA growth rate is 4.9%, resulting in
a headroom of £6.7m. A reduction of 2.6% per annum in the average annual
EBITDA growth rate over the five-year period would eliminate this headroom.
The sensitivity testing identified no reasonably possible changes in the
discount rate.
For the second CGU, the average annual EBITDA growth rate is 4.4%, resulting
in a headroom of £2.2m. The headroom would be eliminated by a reduction of
1.9% per annum in the average annual EBITDA growth rate over the five-year
period, or by an increase of 103bps in the discount rate. A reasonably
possible change of a increase of 110bps in the discount rate over the
five-year period would result in an impairment of
£0.1m.
For the third CGU, the average annual EBITDA growth rate is 17.3%, resulting
in a headroom of £0.5m. The headroom would be eliminated by a reduction of
1.6% per annum in the average annual EBITDA growth rate over the five-year
period. A reasonably possible change of a reduction of 10.1% in the average
annual EBITDA rate over the five-year period would result in an impairment of
£1.9m. The higher average annual EBITDA growth rate assumed for this CGU is
due to an expected period of accelerated growth as capacity is built and
operational maturity is achieved. The sensitivity testing identified no
reasonably possible changes in the discount rate.
A long-term growth rate of 2.0% has been applied to cash flows beyond 2030
based on a 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.
Due to the well-publicised slowdown in NHS commissioning activity to the
independent sector and due to budgetary restrictions impacting the business.
Management performed an additional sensitivity analysis using a reasonably
possible change in NHS revenue, keeping all other assumptions constant. The
sensitivity analysis resulted in the reduction of headroom of the two
properties mentioned above from £6.7m to
£5.7m for the first property and from £2.2m to £1.1m for the second
property.
As a result, management believe that some of the key impairment review
assumptions constitute a major source of estimation uncertainty as they
consider that there is a significant risk of a material change to its estimate
of these assumptions within the next 12 months.
Notes to the preliminary announcement continued
14. Intangible assets
(£m) Goodwill Customer contracts Software Mobilisation costs Total
Cost or valuation:
At 1 January 2024 612.1 20.6 4.6 2.6 639.9
Acquisition of a subsidiary 0.5 - - - 0.5
Additions - - 2.1 0.7 2.8
At 1 January 2025 612.6 20.6 6.7 3.3 643.2
Acquisition of a subsidiary 8.1 1.2 - - 9.3
Additions - - 1.5 0.7 2.2
At 31 December 2025 620.7 21.8 8.2 4.0 654.7
Accumulated amortisation and impairment:
At 1 January 2024 201.0 0.2 0.3 0.1 201.6
Amortisation charge during the year - 1.9 1.6 0.7 4.2
At 1 January 2025 201.0 2.1 1.9 0.8 205.8
Amortisation charge during the year - 1.5 1.9 0.7 4.1
At 31 December 2025 201.0 3.6 3.8 1.5 209.9
Carrying amount:
At 31 December 2025 419.7 18.2 4.4 2.5 444.8
At 31 December 2024 411.6 18.5 4.8 2.5 437.4
Impairment testing
The group completed the integration of Vita Health Group and The Doctors
Clinic Group into a unified Primary Care platform during the first half of
2025. 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.
Following completion of the integration outlined above, the Primary Care CGUs
have been grouped for the purposes of impairment testing, 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.
The recoverable amount of goodwill is calculated by reference to its estimated
value-in-use. In order to estimate the value-in-use, management has used
trading projections covering the period to December 2030 from the most recent
board-approved budget. The variables in the cash flows are interdependent and
reflect management's expectations based on past experience and current market
trends, it takes into account both current business and committed initiatives.
In addition, management consider the potential financial impact from
short-term climate change scenarios, and the cost of initiatives 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 five-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 table below provides the resulting headroom as determined in our
calculation.
(£m) Goodwill Headroom
Hospitals Business 334.6 635.3
Primary Care* 77.0 69.6
* Excludes goodwill arising from acquisitions completed in the year, as these
acquisitions remain within the IFRS 3 measurement period.
The trading projections for the five-year period underlying the value-in-use
reflect a growth in EBITDA. EBITDA is dependent 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.
The group has used a pre-tax discount rate of 11.3% (2024: 11.2%).
A long-term growth rate of 2.0% has been applied to cash flows beyond 2030
based on long-term view of inflation and market conditions. Capital
maintenance spend is based on historic run rates and our expectation of the
group's requirements.
Management has performed a sensitivity analysis using reasonably possible
changes for each key assumption, keeping all other assumptions constant. The
sensitivity testing for the Hospitals Business and Primary Care identified no
reasonably possible changes that would cause the carrying amount of any CGU to
exceed its recoverable amount.
Separately, management also recognises that some of the key impairment review
assumptions constitute a major source of estimation uncertainty. While
reasonably possible changes do not give rise to an impairment, these
assumptions are influenced by external market conditions and internal
operational factors that could change materially over the next 12 months. As a
result, management considers these assumptions to represent a major source of
estimation uncertainty.
Notes to the preliminary announcement continued
15. Trade and other receivables
(£m) 2025 2024
Amounts falling due within one year:
Trade receivables 81.2 83.1
Unbilled receivables 21.9 22.2
Prepayments 28.5 26.1
Other receivables 9.0 6.2
140.6 137.6
Allowance for expected credit losses
(4.1) (6.2)
Total current trade and other receivables 136.5 131.4
Unbilled receivables reflects work in progress where a patient had treatment,
or was receiving treatment, at the end of the period and the invoice
had not yet been raised.
Other receivables of £9.0m includes £6.6m insurance reimbursement right
(2024: £4.3m); and £0.6m (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 year, £0.7m was paid out of this fund and no payments made into the 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.
Trade receivables comprise amounts due from private medical insurers, the NHS,
self-pay patients, consultants and other third parties who use the group's
facilities. Invoices to customers fall due within 60 days of the date of
issue.
The group was successful in its bid to be included on the NHSE Framework for
purchasing additional activity from the independent sector, which commenced in
April 2021. Inclusion on the framework is at an agreed price for activity,
based on the NHS tariff, but carries no guaranteed volumes. For contracts
under the framework that include an estimated contract value, billing is in
advance for the expected volume, with a quarterly true-up for actual volumes
undertaken. For contracts under the framework without an estimated contract
value (which can include local agreements), billing is in arrears based on
actual volumes only.
The ageing of trade receivables is shown below and shows amounts that are past
due at the reporting date (excluding payments on account where there is no
right to offset these at the reporting date). A provision for expected credit
losses has been recognised at the reporting date through consideration of the
ageing profile of the group's trade receivables and the perceived credit
quality of its customers reflecting net debt due. The carrying amount of trade
receivables, net of expected credit losses, is considered to be an
approximation to its fair value.
The loss allowance as at 31 December 2025 for trade receivables was determined
as follows:
Current 0-30 days 31-90 days 91-364 days 1-2 years Total
Expected loss rate 1.6% 2.3% 23.2% 70.5% 27.8% 4.2%
Gross debt (£m) 84.5 6.2 1.0 1.3 5.4 98.4
Less payments on account (£m) - - - - - (17.2)
Carrying amount of trade receivables (£m) - - - - - 81.2
Loss allowance (£m) 1.3 0.1 0.2 0.9 1.6 4.1
The loss allowance as at 31 December 2024 for trade receivables was determined
as follows:
Current 0-30 days 31-90 days 91-364 days 1-2 years Total
Expected loss rate 1.0% 3.9% 42.9% 57.6% 33.9% 5.6%
Gross debt (£m) 81.8 17.8 2.1 3.3 5.6 110.6
Less payments on account (£m) - - - - - (27.5)
Carrying amount of trade receivables (£m) - - - - - 83.1
Loss allowance (£m) 0.8 0.7 0.9 1.9 1.9 6.2
Trade receivables are written off when there is no longer a reasonable
expectation of recovery. Indicators that there is no reasonable expectation of
recovery include, among others, the failure of a debtor to engage in a
repayment plan with the group, and failure to make contractual payments for a
period of greater than two years past due.
The group assesses on a forward-looking basis expected credit losses
associated with its debt instruments carried at amortised cost. The impairment
methodology applied for trade receivables is the simplified approach, which
requires expected lifetime losses to be recognised from initial recognition of
the trade receivables.
Notes to the preliminary announcement continued
15. Trade and other receivables continued
Trade receivables after expected credit losses comprise the following wider
customer/payor groups:
(£m) 2025 2024
Private medical insurers 18.3 31.1
NHS 41.0 30.7
Patient debt 5.5 6.0
Other 12.3 9.1
Total 77.1 76.9
The movement in the allowance for impairment in respect of trade receivables
during the year was as follows:
(£m) 2025 2024
At 1 January 6.2 5.5
Provided in the year 0.4 2.0
Utilised during the year (0.6) (0.3)
Released during the year (1.9) (1.0)
At 31 December 4.1 6.2
The group applies the IFRS 9 simplified approach to measuring Expected Credit
Losses (ECLs) for trade receivables. Under this standard, lifetime ECL
provisions are recognised for trade receivables using a matrix of rates
dependent on age thresholds and customer types. The ECL rates are determined
with reference to historical performance of each payor age group during the
last two years.
To develop the ECL matrix, trade receivables were grouped according to shared
characteristics (payor/payor type) and the days past due. As the majority of
the group's debt is receivable from large, well-funded insurance companies,
the National Health Service or from a large number of individuals, the group
has concluded that historical debt performance of the portfolio during the
last two reporting periods provides a reasonable approximation of the future
expected loss rates for each payor age category.
16. Non-current assets held for sale
As at 31 December 2025 the group's management have committed to sell a parcel
of land at Bostocks Lane as the group has accepted an offer on
the property. The sale is considered highly probable and the assessment has
not changed. It therefore remains as classified as held for sale.
During the period 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. An impairment has been
recognised to align the carrying amount to the expected proceeds.
(£m) 2025 2024
At 1 January 1.1 1.1
Transferred from Plant, Property and Equipment 3.3 -
Impairment (0.5) -
At 31 December 3.9 1.1
17. Share capital and reserves
Authorised shares
(No.) 2025 2024
Ordinary shares of £0.01 each 402,759,599 402,751,824
Issued and fully paid shares
2025 2024
£0.01 ordinary shares £0.01 ordinary shares
Number of shares £'000 Number of shares £'000
At 1 January 402,751,824 4,028 404,126,630 4,042
Issued during the year 7,775 - 13,943 -
Cancelled during the year - - (1,388,749) (14)
At 31 December 402,759,599 4,028 402,751,824 4,028
Share premium
(£m) 2025 2024
At 1 January 830.0 830.0
Issue of new shares - -
At 31 December 830.0 830.0
Notes to the preliminary announcement continued
17. Share capital and reserves continued
Capital reserves
This reserve represents the loans of £376.1m due to the former ultimate
parent undertaking and management that were forgiven by those counterparties
as part of the reorganisation of the group prior to the IPO in 2014.
Capital redemption reserve
During 2024, the group announced a share buyback programme, the company
redeemed 1,388,749 shares with a nominal value of £0.01 per share,
resulting in a transfer of £13,887 from distributable profits to the Capital
redemption reserve
EBT share reserves
Equiniti Trust (Jersey) Limited is acting in its capacity as trustee of the
company's Employee Benefit Trust (EBT). The purpose of the EBT is to further
the interests of the company by benefitting employees and former employees of
the group and certain of their dependents. The EBT is treated as an extension
of the group and the company.
During the period, the EBT purchased 4,700,000 shares and transferred
2,878,907 (2024: 1,312,000 shares acquired and 1,235,976 exercised) in order
to settle share awards in relation to the directors' share bonus award; the
Long-Term Incentive Plan and the employees' Save As You Earn Scheme.
Where the EBT purchases the company's equity share capital the consideration
paid, including any directly attributable incremental costs, is deducted from
equity attributable to the company's equity holders until the shares are
cancelled or reissued. As at 31 December 2025, 2,209,277 shares (2024: 388,184
shares) were held by the EBT in relation to the directors' share bonus award
and Long-Term Incentive Plan. The EBT share reserve represents the
consideration paid when the EBT purchases the company's equity share capital,
until the shares are reissued.
As with prior periods, the company will continue to fund the Spire Healthcare
Employee Benefit Trust (EBT), a discretionary trust held for the benefit
of the group's employees, for the ongoing acquisition of shares to satisfy the
exercise of share plan awards by employees.
2025 2024
Number of shares £m Number of shares £m
At 1 January 388,184 0.9 312,160 0.7
Purchased 4,700,000 8.7 1,312,000 3.1
Exercised (2,878,907) (5.4) (1,235,976) (2.9)
At 31 December 2,209,277 4.2 388,184 0.9
Hedging reserve
The balance of £0.1m at 31 December 2025 (2024: £2.1m) reflects the £2.5m
debit (2024: £4.3m debit) recycled in the period, the fair value debit of
£0.4m (2024: £2.8m credit) and the £0.9m tax credit on the profit (2024:
£0.3m credit) to give a net movement of a decrease of £2.0m during the year
(2024: a decrease of £1.2m) on a hedged transaction. See Note 18 for further
information
18. Borrowings
The group has borrowings in two forms, bank borrowings and lease liabilities
as disclosed on the consolidated balance sheet. Total borrowings at 31
December 2025 were £1,315.8m (2024: £1,279.9m). More detail in respect of
these two forms of borrowings are set out below.
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. On 24 November 2025,
the group successfully extended its existing debt facilities to maturity of
August 2028. The financial covenants relating to this new agreement are
materially unchanged. The loan is non-amortising and carries interest at a
margin of 2.05% over SONIA (2024: 2.05% over SONIA).
(£m) 2025 2024
Amount due for settlement within 12 months 3.1 3.6
Amount due for settlement after 12 months 364.0 363.5
Total bank borrowings1 367.1 367.1
¹ During the year, £55m was drawn down and subsequently repaid.
Terms and debt repayment schedule
The maturity date is the date on which the relevant bank loans are due to be
fully repaid.
The carrying amounts drawn (after issue costs and including interest accrued)
under facilities in place at the balance sheet date were as follows:
(£m) Maturity Margin over 2025 2024
SONIA
Senior finance facility August 2028 2.05% 327.1 327.1
Revolving credit facility (drawn committed facility) August 2028 1.95% 40.0 40.0
Notes to the preliminary announcement continued
18. Borrowings continued
Net debt for the purposes of the covenant test in respect of the Senior Loan
Facility was £330.3m (2024: £323.8m) and the net debt to EBITDA ratio was
2.0x (2024: 2.0x). The net debt for covenant purposes comprises the senior
facility of £325.0m, drawn revolving credit facility of £40.0m less cash and
cash equivalents of £34.7m. EBITDA for covenant purposes comprises adjusted
EBITDA for Last Twelve Months (LTM) of pre-IFRS 16 adjusted EBITDA of £175.4m
(2024: £171.1m) less the rental of a finance lease pre-IFRS 16 of £10.9m
(2024:
£10.4m).
The interest cover for covenant purposes was 7.5x (2024: 7.5x) and is
calculated as the pre-IFRS 16 EBITDA described above over pre-IFRS 16 finance
costs paid.
The senior finance facility includes a sustainability-linked element connected
to environmental and quality factors. The group also has access to a
further £60.0m through a committed and undrawn revolving credit facility to
August 2028.
Effect of covenants
The group's non-current bank borrowings include borrowings amounting to
£365.0m 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 are tested by reference to the most recent financial
statements of the group, namely 30 June and 31 December each year. The
financial covenants are for the leverage ratio to be below 4.0x and interest
cover to be in excess of 4.0x. As at 31 December 2025, the group complied with
all covenants as the leverage measure stood at 2.0x and interest cover of 7.5x
and therefore bank borrowings remain classified as non-current liabilities.
The group is not aware of any circumstances in which there will be a breach in
financial covenants.
The group's syndicated facilities agreement includes standard change of
control provisions triggered by a change in ownership of more than 50% of the
issued share capital. Such provisions would permit lenders to cancel the
existing commitments, cease further drawings, and require immediate repayment
of all amounts outstanding together with accrued interest and fees. Repayment
of banking facilities is common on a change of ownership transaction. No
change of control has occurred as at the date of approval of these financial
statements.
Lease liabilities
The group has finance leases 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 £948.7m (December 2024:
£912.8m), expire in various years to 2081 and carry incremental borrowing
rates in the range 1.5-14.0% (2024: 3.2-14.6%). Rents in respect of hospital
property leases are reviewed annually with reference to RPI or CPI, subject to
assorted floors and caps. The discount rates used are calculated on a lease by
lease basis, and are based on estimates of incremental borrowing rates. A
movement in the incremental borrowing rate of 1% would result in an 6.7%
movement in lease liability.
In the period, the group recognised charges of £2.8m (2024: £3.4m) of lease
expense relating to low value leases and £15.6m (2024:
£17.0m) of lease expense in respect of short-term leases for which the
exemption under IFRS 16 has been taken. Lease commitments for short term
leases are not dissimilar to the expense recognised, resulting in a total cash
outflow of £134.6m (2024: £122.7m).The group is a lessor to one lease to
external parties and has recognised a finance lease receivable of £4.3m
(2024: £4.4m). The terms of the sublease are the same as those contained in
the head-lease. There have been no (2024: no) sale and leaseback transactions
in the year. Where new leases have the right to extend and management is not
reasonably certain to exercise the extension option, those future cash flows
are not reflected in the lease liability balance. If the option to extend was
exercised the lease liability would increase by £239.0m.
During 2024 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.
Some leases receive inflation linked 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
current year. The cash flows above do not reflect any termination, extension
or break clause options as management is reasonably certain that the options
will not be exercised. There are no significant restrictions or covenants
which impact the cash flows in respect of these leases.
See Note 13 for more detail on the depreciation of the right-of-use (ROU)
assets and Note 9 for more detail on the interest expense relating to leases.
Changes in bank borrowings and lease liabilities arising from financing
activities
(£m) 1 January Cash flows1 Non-cash changes2 Additions3 31 December
2025
Bank loans 367.1 (22.9) 22.9 - 367.1
Lease liabilities 912.8 (116.2) 81.1 71.0 948.7
Total 1,279.9 (139.1) 104.0 71.0 1,315.8
(£m) 1 January Cash flows1 Non-cash changes2 Additions3 31 December
2024
Bank loans 365.3 (22.0) 23.8 - 367.1
Lease liabilities 891.7 (102.3) 76.1 47.3 912.8
Total 1,257.0 (124.3) 99.9 47.3 1,279.9
1. During the year, £55m (2024: £5m) was
drawn down and £55m (2024: £5m) was subsequently repaid.
2. Non-cash changes reflect interest charged
on the loan
3. Additions include both new leases entered
into, indexation of existing leases and acquisitions of subsidiaries.
Notes to the preliminary announcement continued
18. Borrowings continued
(£m) Interest rate Maturity date Notional amount Carrying value asset/(liability)
31 December 2025
Interest rate swaps 2.7780% Feb 2026 162.5 0.2
Interest rate swaps 3.5346% Aug 2027 162.5 (0.2)
Total 325.0 -
31 December 2024
Interest rate swaps 2.7780% Feb 2026 162.5 2.9
(£m) 2025 2024
Amount due from settlement within 12 months 0.2 2.5
Amount due for settlement after 12 months (0.2) 0.4
Total derivatives asset/(liability) - 2.9
The group entered into interest rate swap contracts on 25 July 2022 to hedge
the exposure to variability in cash flows arising from its floating rate bank
borrowings. These swaps had a maturity date of 23 February 2026 and were
designated as cash flow hedges of interest payments on the underlying debt.
Following the successful extension of the group's debt facilities to a revised
maturity of 25 August 2028, the group extended its interest rate hedging
strategy to maintain alignment between the hedged items and the hedging
instruments. Accordingly, on 25 November 2025 the group entered into
additional interest rate swap contracts, with a contractual maturity date of
August 2027. These swaps extend the duration of the hedge relationship beyond
the maturity of the original 2022 contracts.
The movement in respect of derivatives reflects £2.5m (2024: £4.3m) recycled
in the period and a £0.4m loss (2024: £2.8m gain) in fair value. All
movements are reflected within other comprehensive income.
19. Financial liabilities
Financial instruments to purchase 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.
In 2025, the group made two acquisitions : Acorn Occupational Health Limited
and Physiolistic Limited. The terms of both acquisitions include 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 these earnouts. For
more detail see Note 25.
(£m) 2025 2024
Valuation at 1 January 8.0 9.6
Option to purchase non-controlling interests (7.7) -
Movement in financial liability (0.3) (1.6)
Contingent consideration 1.6 -
Valuation at 31 December 1.6 8.0
20. Provisions
Medical Business restructuring and other
(£m) malpractice Total
At 1 January 2025 13.2 1.0 14.2
Increase in existing provisions 4.3 4.1 8.4
Provisions utilised (2.2) (4.1) (6.3)
Provisions released - - -
At 31 December 2025 15.3 1.0 16.3
Medical malpractice relates to estimated liabilities arising from claims for
damages in respect of services previously supplied to patients. During the
period £4.3m was added due to additional claims received, and £1.8m
utilised. Amounts are shown gross of insured liabilities. Any such insurance
recoveries of £6.6m (2024: £4.3m) 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.
Notes to the preliminary announcement continued
20. Provisions continued
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
have initiated their claim, where relevant. Claims activity in the second half
of the year has therefore been in line with the assumptions taken by
management and the provision established at the half year. As a result there
has been no subsequent increase in the provision. In addition, £1.7m 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 31 December 2025, the business restructuring and other provisions
primarily includes dilapidation provisions for the Primary Care business.
Provisions as at 31 December 2025 are materially considered to be current and
expected to be utilised at any time within the next twelve months, subject to
external factors beyond the group's control.
21. Trade and other payables
(£m) 2025 2024
Trade payables 86.1 84.9
Accrued expenses 60.9 53.8
Deferred Income 8.3 10.5
Social security and other taxes 16.5 18.4
Other payables - other 46.3 46.4
Total 218.1 214.0
Accrued expenses include general operating expenses incurred but not invoiced
as at the year end, holiday pay accrued of £1.5m (2024: £2.1m), bonuses
accrued during the year and paid in the following year of Nil (2024: £5.3m),
and a £6.2m (2024: Nil) accrual relating to the strategic review of the
business (see Note 10 for more detail). Deferred income of £8.1m (2024:
£10.2m) relates to contract revenue of VHG.
Other payables include an accrual for pensions and payments on account.
Revenue is not recognised in respect of payments on account until the
performance obligation has been met at year end the balance of payments on
account was £2.5m (2024: £2.4m). In addition other credit balances
re-classed from trade debtors were £28.3m (2024: £38.1m), which largely
relate to NHS credits. Payments on account are expected to be utilised against
patient procedures within the following 12 months. The balance of payments on
account as at 31 December 2024 were utilised in the current year when the
patient attended the procedure, and not cancelling or deferring treatment,
such payments on account could result in repayment to the patient should they
request so.
22. Share-based payments
The group operates several share-based payment schemes for executive directors
and other employees. With the exception of the cash-settled Long-Term
Incentive Plan (LTIP), all schemes are equity-settled. The group has no legal
or constructive obligation to repurchase or settle any of the equity-settled
awards in cash.
The cash-settled LTIP is settled in cash and is accounted for as a liability,
with changes in fair value recognised in profit or loss.
The total cost in respect of LTIPs and SAYE recognised in the income statement
was £2.1m in the year ended 31 December 2025 (2024: £4.2m). Employer's
National Insurance is 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 year was £0.6m (2024: £0.5m).
During the year, the group made payments of £3.0m (2024: £5.4m) in respect
of amounts withheld for employee tax obligations arising from the exercise of
equity-settled share awards (as shown in the consolidated statement of cash
flows). These payments were made on behalf of participants under the terms of
the share-based payment schemes and tax regulations, and do not represent a
cash settlement of the awards. The awards are classified as equity settled in
its entirety as it would have been in the absence of the net settlement
feature. The group has no contractual or constructive obligation to settle
these awards in cash. Under the net settlement arrangement for the LTIP scheme
the group estimates a total cash outflow of £4.7m to settle participants'
employees tax for awards which are yet to vest.
The following table analyses the total cost between each of the relevant
schemes, together with the number of options outstanding:
2025 2024
Number of options (thousands) Number of options (thousands)
Charge £m Charge £m
Long Term Incentive Plan 1.3 10,313 3.3 11,643
Deferred Share Bonus Plan - 480 - 531
Save As You Earn (SAYE) 0.3 31 0.7 2,957
Cash-settled Long Term Incentive Plan 0.5 - 0.2 -
Total 2.1 10,824 4.2 15,131
Notes to the preliminary announcement continued
22. Share-based payments continued
A summary of the main features of the scheme is shown below:
Long Term Incentive Plan
The Long Term Incentive Plan (LTIP) is open to executive directors and
designated senior managers, and awards are made at the discretion of the
remuneration committee. Awards are subject to market and non-market
performance criteria.
Awards granted under the LTIP vest subject to achievement of performance
conditions measured over a period of at least three years, unless the
committee determines otherwise. Awards may be in the form of conditional share
awards or nil-cost options or any other form allowed by the plan rules.
Vesting of awards will be dependent on a range of financial, operational or
share price measures, as set by the committee, which are aligned with the
long-term strategic objectives of the group and shareholder value creation. No
less than 30% of an award will be based on share price measures. The remainder
will be based on either financial and/or operational measures. At the
threshold performance, no more than 25% of the award will vest, rising to 100%
for maximum performance.
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 Plan
The Deferred Share Bonus Plan is a discretionary executive share bonus plan
under which the remuneration committee determines that a proportion of a
participant's annual bonus will be deferred. The market value of the shares
granted to any employee will be equal to one-third of the total annual bonus
that would otherwise have been payable to the individual. The awards will be
granted on the day after the announcement of the group's annual results. The
awards will normally vest over a three-year period.
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.
Save As You Earn
The Save As You Earn (SAYE) is open to all Spire Healthcare employees. Vesting
will be dependent on continued employment for a period of three years from
grant. The requirement to save is a non-vesting condition. The last vesting
under the scheme occurred in June 2025.
23. Commitments
Consignment stock
At 31 December 2025, the group held consignment stock on sale or return of
£26.6m (2024: £25.5m). The group is only required to pay for the equipment
it chooses to use and therefore this stock is not recognised as an asset.
Capital commitments
Capital commitments comprise amounts payable under capital contracts which are
duly authorised and in progress at the consolidated balance sheet date. They
include the full cost 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 end of the year were as follows:
(£m) 2025 2024
Contracted but not provided for 26.7 24.7
24. Financial guarantees
The group had the following guarantees at 31 December 2025:
- The bankers to Spire Healthcare Limited have issued a letter of credit
in the maximum amount of £1.5m (2024: £1.5m) in relation to contractual
pension obligations
- Under certain lease agreements entered into on 26 January 2010, the
group has given undertakings relating to obligations in the lease
documentation and the assets of the group are subject to a fixed and floating
charge.
Notes to the preliminary announcement continued
25. Acquisitions
On 31 March 2025, the group acquired 100% of the shares of Acorn Occupational
Health Limited ('Acorn'), a non-listed occupational health services provider
based in England, for a cash consideration of £3.3m. On 30 July 2025, the
group acquired 100% of the shares of Physiolistic Limited ('Physiolistic'), a
non-listed physiotherapy services provider based in England, for a cash
consideration of £5.4m. The acquisitions complement our existing business and
aligns well with our strategy of developing Primary Care and moving into
adjacent markets.
Assets acquired and liabilities assumed
The fair values of the identifiable assets and liabilities of Acorn and
Physiolistic as at the dates of acquisition were:
Fair value recognised on acquisition
(£m)
Assets
Acquired intangible assets 1.2
Plant, property and equipment 0.5
Trade and other receivables 0.8
Cash 1.0
3.5
Liabilities
Trade and other payables (0.8)
Corporation tax payable (0.3)
Deferred tax liability (0.2)
(1.3)
Total identifiable net assets at fair value 2.2
Goodwill arising on acquisition 8.1
Purchase consideration transferred 10.3
Amounts recognised are subject to adjustment in line with IFRS 3 for up to a
12 months from acquisition, with goodwill being adjusted accordingly.
The fair value of the trade receivables amounts to £0.8m. The gross amount of
trade receivables is £0.8m and it is expected that the full contractual
amounts can be collected.
From the date of acquisition, Acorn contributed £2.6m of revenue and profit
of £0.4m 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 £3.4m and profit before tax from
continuing operations for the group would have been £0.5m.
From the date of acquisition, Physiolistic contributed £1.2m of revenue and
profit of £0.4m 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 £2.7m and profit before tax from
continuing operations for the group would have been £0.3m.
Goodwill has been recognised to reflect the synergies which the group believes
are available to expand its offering for Primary Care 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 transferred
£m Cash flow on acquisition
Total purchase consideration 10.3
Less :
Net cash acquired with the subsidiary (1.0)
Contingent consideration (1.6)
Net cash flow on acquisition 7.7
The contingent consideration is to be paid based on performance of the
companies in the twelve months following acquisition. At the acquisition date
management have recognised a financial liability of £1.6m for the estimated
consideration payable, refer to note 19. This was calculated based on the
forecasted performance for the twelve-month period. The contingent
consideration is capped at £3.66m for earnout.
Transaction costs of £0.8m were expensed and are included within adjusting
items.
26. Events after the reporting period
There have been no other events to disclose after the reporting date.
Appendix 1 - the 2026 Profit Forecast
In the December Trading Update, Spire Healthcare stated that in respect of the
financial year to 31 December 2026, it expected "FY26 Group adjusted EBITDA
to be broadly in line or slightly ahead of 2025".
Today Spire Healthcare has provided incremental disclosure as set out above in
this announcement where it has stated that "We are targeting FY26 EBITDA
broadly in line with FY25 EBITDA".
The Panel on Takeovers and Mergers has confirmed that the statements set out
above (the "2026 Profit Forecast") constitute a profit forecast for the
purposes of Rule 28.1 of the Code, to which the requirements of Rule
28.1(c)(i) of the Code apply.
Directors' confirmation in respect of the 2026 Profit Forecast
The Spire Healthcare Directors have considered the 2026 Profit Forecast and
confirm that, as at the date of this announcement, the 2026 Profit Forecast
remains valid and confirm that it has been properly compiled on the basis of
the assumptions stated below and that the basis of accounting used is
consistent with Spire Healthcare's accounting policies. Any of the assumptions
set out below could turn out to be incorrect and therefore affect the validity
of the 2026 Profit Forecast.
Basis of Preparation and Assumptions
The 2026 Profit Forecast was prepared on the basis of the following
assumptions, any of which could turn out to be incorrect and therefore affect
the validity of the 2026 Profit Forecast:
Factors outside the influence or control of the Spire Healthcare Directors:
i. No material change in the political, economic and/or market environment that
would materially affect Spire Healthcare.
ii. There will be no material changes in market conditions over the period to 31
December 2026 in relation to either patient demand or competitive environment.
iii. No significant or one-off events or litigation that would have a material
impact on the operating results or financial position of Spire Healthcare.
iv. No adverse changes to inflation or interest or tax rates compared with Spire
Healthcare's budgeted estimates.
v. No material adverse events which will have a significant impact on the
operating results or financial position of Spire Healthcare.
vi. No material adverse outcome from any ongoing or future disputes with any
patients, suppliers, competitor, regulator or tax authority.
vii. No material change in legislation, taxation, regulatory requirements,
applicable standards or the position of any regulatory bodies impacting Spire
Healthcare's operations or accounting policies.
viii. No material changes to NHS contracting arrangements, and specifically referral
patterns or ICS level policy shifts.
ix. No material changes to PMI insurer rates, or contract terms.
x. No material change in government policy or approach impacting consumer
preference for private care, or the cost of delivery of that care.
Factors within the influence and control of the Spire Healthcare Directors:
i. No additional significant acquisitions, disposals, developments, partnership
or joint venture agreements being entered into by Spire Healthcare which could
have a materially dilutive effect on Spire Healthcare's earnings.
ii. No material change in the dividend or capital policies.
iii. No material changes to the Spire Healthcare's management team.
iv. No material changes to Spire Healthcare's strategy.
v. Spire Healthcare's accounting policies will be consistently applied in the
period ending 31 December 2026.
Shareholders' information
Registered Office and Head Office:
Spire Healthcare Group plc 3 Dorset Rise
London EC4Y 8EN
Tel +44 (0)20 7427 9000
Fax +44 7427 9001
(Registered in England & Wales No. 09084066)
Corporate Website
Shareholder and other information about the company can be accessed on the
company's website: www.spirehealthcare.com (http://www.spirehealthcare.com/)
Financial Calendar
2026 Annual General Meeting (London) 14 May 2026
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