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REG - Tandem Grp PLC - Final Results

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RNS Number : 5447X  Tandem Group PLC  23 March 2026

The information contained within this announcement is deemed by the Company to
constitute inside information pursuant to Article 7 of EU Regulation 596/2014
as it forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 as amended. Upon the publication of this announcement
via a Regulatory Information Service, this inside information is now
considered to be in the public domain.

 

TANDEM GROUP PLC

(the "Company" or "Group")

 

FINAL RESULTS FOR THE YEAR ENDED 31 DECEMBER 2025

 

6% revenue growth building on prior-year momentum

Profits ahead of market expectations

Reinstatement of dividend

Net debt more than halved in the period

 

The Board of Tandem Group plc (AIM: TND), designers, developers, distributors
and retailers of sports, leisure and mobility equipment, announces its audited
results for the year ended 31 December 2025 ("FY25").

 

Summary

 

·    Group revenue in FY25 of £26.2 million, a 6.2% increase (FY24:
£24.6 million) - with growth across three of the Group's four categories:

 

o  Bicycles revenue grew 37.5% to £10.2m (FY24: £7.4m), including 47.6%
increase in mechanical bikes revenues and a 10.7% increase in children's bike
sales, outperforming the sector

 

o  Toys, Sports & Leisure revenue decreased 17.5% to £10.2m (FY24:
£12.4m) reflecting softer demand across certain discretionary categories,
changes in retailer purchasing patterns and the timing of product ranging and
promotional activity

 

 

o  Golf sales increased 8.6% to £2.8m (FY24: £2.6m), with growth driven by
the electric trolley range and the new package sets

 

o  Home & Leisure revenues increased 30.1% to £3.0m (FY24: £2.3m),
supported by record heatwaves that boosted demand across key sales periods

 

·    Gross profit of £8.1 million (FY24: £7.4 million) at a gross profit
margin of 31.1% - an increase of 120 bps (FY24: 29.9%)

 

·    Underlying profit before tax of £692k (FY24: £510k) and, reflecting
the benefit of deferred tax credits during the year, statutory net income of
£850k (FY24: loss of £60k)

 

·    Diluted EPS of 15.4 pence per ordinary share (FY24: loss of 1.1 pence
per ordinary share)

 

·    Reinstatement of dividend following improved performance, with
payment of 3.0p per share proposed

 

 

·    Net assets at 31 December 2025 of £26.1 million (31 December 2024:
£23.9 million), benefitting from increased property revaluation of £15.9m
(31 December 2023: £14.1m)

 

·    Net debt reduced significantly at 31 December 2025 to £1.9 million
(31 December 2024: £4.3 million)

 

·    Net inventory £4.4 million at 31 December 2025 (31 December 2024:
£5.9 million)

 

·    Operating against a challenging macroeconomic backdrop, the Group has
demonstrated durability and stability at a time when several peers have faced
significant financial pressure. Progress against our strategic initiatives
continues to reinforce the Board's confidence in the Group's long-term
outlook.

 

·    Notwithstanding continued market volatility, trading momentum
entering 2026 has been positive, with early sales performance tracking in line
with the Board's expectations and providing a constructive start to the new
financial year.

 

·    Steve Grant to step down as Chairman and as a director of the Company
at the forthcoming AGM following six years of service. Jonathan Crookall
 Non-Executive Director, to be appointed as new Chair on conclusion of the
AGM.

 

 

 

*Exceptional costs in 2025 £87,000 (£409,000 in 2024) are in respect of
employment costs relating to planned retirement of the commercial director for
whom a replacement was on board in July 2024.

 

 

For further information contact:

Enquiries:

Tandem Group plc

Peter Kimberley, Chief Executive Officer

Gurvinder Kaur, Chief Financial Officer

Telephone 0121 748 8000

 

Nominated Adviser and Broker

Cavendish Capital Markets Limited

Ben Jeynes / Callum Davidson - Corporate Finance

Michael Johnson /Matt Lewis - Sales and Equity Capital Markets

Telephone 020 7220 0500

 

 

 

 

Chairperson's statement

 

Introduction

I am pleased to present the results of the Group for the year ended 31
December 2025, a year of further growth in turnover and pre-tax profit.

 

Financial highlights

•             Group revenue increased by 6.2% to £26.2m (FY24:
£24.6m)

•             Interest bearing debt reduced significantly from
£4.3m to £1.9m

•             Underlying profit before tax of £692k (FY24:
£510k)

•             The Group's reported profit before tax is £568k
(FY24: £30k)

•             Proposed dividend of 3.0p per share

·          Diluted earnings per share of 15.4 pence (FY24: loss per
share of 1.1 pence)

•             The Group's net assets have increased to £26.1m
(FY24: £23.9m) -  revaluation of the property increased by £1.8m to
£15.9m

 

Toys, Sports & Leisure

The Toys, Sports and Leisure division continued to play an important role
within the Group with total revenue of £10.2m, although 17.5% lower than the
prior year. This performance primarily reflected softer demand across certain
discretionary categories, changes in retailer purchasing patterns and the
timing of product ranging and promotional activity. Despite these
market-driven headwinds, the division continued to make strategic progress,
supported by encouraging performance in licensed wheeled products and
strengthening momentum across the Group's own-brand sports and leisure ranges.
Ongoing engagement with key retail partners, alongside improvements in product
mix and positioning and development into new categories, continued to support
brand awareness and market presence.

Online sales had significant growth during the year, with marketplace sales
increasing by 34%. This performance reflects the Group's continued focus on
product innovation across the range, enabling the business to better meet
customer needs, stimulate demand and maintain a competitive position in the
market. We are pleased that this progress has been recognised through multiple
industry awards, including the Right Start Awards, The Outdoor Toy Awards and
Made For Mums, across both own-brand and licensed wheeled products.

 

Bicycles

Total bicycle sales, including electric bikes, performed strongly. Revenue was
£10.2 million 37.5% ahead of the prior year, outperforming broader sector
trends despite a challenging market across all customer types, from
independents to national retailers. Electric bikes delivered strong
comparative growth of 30.0%, driven by the introduction of new ranges, and
were complemented by a significant uplift in mechanical bike revenue, which
increased by 47.6%. Within this category, revenue from children's bikes grew
by 10.7%, reflecting robust demand during the period. This performance was
further supported by the launch of the new HOY range towards the end of the
year, developed in collaboration with Sir Chris Hoy.

Our B2C Electric Life brand has continued to deliver consistent growth, sales
increased by 26.7% compared to the prior year. Our dedicated public showroom,
led by passionate and skilled colleagues, provides servicing and repairs
across bikes and scooters while delivering a first-class customer experience,
as reflected in online reviews. The product range has been enhanced with the
addition of market-leading brands including Amflow, Brompton and Trek to the
existing retail portfolio of Whyte, Orbea and own brands; Dawes, Claud Butler
and Falcon, all of which are available for free test rides. To complement the
showroom, the fully transactional website now also includes non-electric and
children's bikes from all brands, available for both click & collect and
home delivery.

Golf

Golf sales increased by 8.6%  compared to the prior year with total revenue
of £2.8m, reflecting continued positive momentum across the division. The
Ben Sayers range delivered a steady performance over the year, while this was
more than offset by exceptional growth within the Pro Rider portfolio, which
grew by more than 26% compared to the prior year. A continued focus on
product development and innovation, alongside the introduction of new ranges
in Q4 of FY24, strengthened the overall proposition and underpinned the
division's performance.

 

 

Home & Garden

The Home & Garden division delivered a robust performance, with revenue
increasing 30.1% to £3.0m compared with the prior year. Trading in the early
part of the year benefited from sustained demand for heating products,
providing a solid foundation for growth. An exceptionally hot summer, with
prolonged periods of sunshine across key trading periods, accelerated demand
for cooling solutions and outdoor garden products. The introduction of new,
trend-driven product ranges throughout the year across core categories,
including outdoor patio heaters, storage cabinets, planters, clocks and indoor
storage, resonated positively with customers and supported the overall
increase in revenue.

 

Group operating profit

Group operating profit before exceptional costs, finance costs and taxation
increased to £968k for the year ended 31 December 2025 compared to a profit
of £814k for the year ended 31 December 2024. Gross margin was 31.1% against
29.9% in FY2024 and an increase in operating expenses from £6.6m in the
prior period to £7.2m in the year to 31 December 2025, with rates realigning
to actual charged, increases in national insurance
and additional advertising to support sales.

 

Group balance sheet

The Group has continued to control its levels of inventory throughout the
year, ending the period in a good stock position with new, innovative products
being introduced, while stock value decreased to £4.4m compared to
£5.9m in the prior period. Goods in transit were £684k compared to £535k
for 2024.

Cash and cash equivalents increased to £1,543k at 31 December 2025 compared
to £1,385k at 31 December 2024, with the Group moving from a net debt
position as at 31 December 2024 of £4.3mto £1.9m at 31 December
2025 due to better stock management and increase in creditors.

Further details of operational activities can be found in the Strategic
Review.

 

Dividend

In light of the Company's improved financial performance and strengthened cash
flow position during the year, the Board has resolved to recommend the payment
of a dividend of 3.0 pence per share.

While the Board remains mindful of the ongoing global economic and
geopolitical uncertainties, it believes that the Company's financial position
supports a prudent return to shareholders while maintaining appropriate
financial flexibility.

Subject to shareholder approval at the AGM to be held on 17 June 2026, a
dividend of 3.0p per share will be paid on 6 July 2026 to shareholders on the
register at the close of business on 5 June 2026 (ex-dividend date 4 June
2026).

 

Colleagues

Our colleagues continue to be central to the successful delivery of the
Group's strategy. During the year, we further enhanced the strength and
capability of our teams through targeted recruitment, ensuring we have the
right skills and experience in place to support both our strategic priorities
and future growth ambitions.

 

Leadership

The senior leadership team has continued to provide clear and decisive
direction, combining momentum with strategic focus. Over the course of the
year, the team has strengthened organisational capability across key areas of
the business, positioning the Group to execute effectively against its
long-term growth strategy.

 

Following six years as Chair of Tandem, I have decided that it is the right
time to step down from the Board at the forthcoming AGM .   My fellow
director, Jonathan Crookall, will be appointed as Chair and the board looks
forward to his leadership through Tandem's next phase of growth.

 

Outlook

While the trading environment remains challenging, performance in the early
part of 2026 has been encouraging. Sales are progressing in line with
expectations, providing a positive start to the year.

 

The Toys, Sports & Leisure division has entered the new financial year
with positive momentum, with both Free On Board (FOB) and domestic channels
performing ahead of the prior year. This provides a solid foundation as we
continue to navigate a dynamic retail environment.

 

Looking ahead, we will continue to prioritise innovation and disciplined range
development, supported by the expansion of our licensed portfolio. Our 2026
programme will introduce major global brands including Toy Story, Dora and
Marvel Avengers, alongside additional new properties that further strengthen
our position in the UK licensed wheeled goods market.

 

We are particularly encouraged by our collaboration with Netflix on the launch
of K-Pop Demon Hunters. This culturally relevant and entertainment-led
property offers a strong platform for future product development and enhances
our growth prospects within the licensed wheeled category. Established
licences such as Disney's Stitch, the BBC's Bluey and Hot Wheels are expected
to continue contributing positively, supported by sustained consumer demand.

 

We are also extending our wheeled expertise into adjacent categories through
the introduction of a new car accessories range. This strategic expansion
broadens our addressable market, enables access to new customer segments and
provides additional avenues for growth across both licensed and own-brand
products.

 

We will continue to strengthen our position as the UK's leading distributor of
affordable electric bikes, introducing six new bikes to the line up bring our
range of 20 e-bikes across eMTB, eHybrid, eHeritage and eFolding categories.
This newly introduced range will be priced in the key sub-£1,100 category,
whilst the wider category will benefit from full availability of last year's
new product introductions, further enhancing our entry price point offering
and supporting category growth.

 

In Q4 2025 we launched a range of premium lightweight kids' bikes in
partnership with Olympic gold medallist Sir Chris Hoy and his brand, Hoy
Bikes. This range complements our award-winning Squish lightweight kids' bikes
and further cements our position in the lightweight children's bikes category.
We will continue to develop the brand, looking at opportunities in Q4 2026 to
extend the Hoy range in adults bikes, further gaining market share from
competitors and expanding future market demand.

 

Following a strong mechanical bikes performance in 2025, we will build on this
momentum through the addition of six new entry price point adult and junior
bikes alongside an updated BMX range. This newly designed product line-up is
competitively priced within the market and includes modern specification,
updated geometry and on-trend colour schemes.

 

In 2026 we will launch our bicycle range internationally. This will increase
global brand exposure and drive incremental sales in new markets, supporting
long term volume growth. To support this opportunity, we have recruited an
experienced Head of International Sales.

 

We are delighted to continue our partnerships with premium brands Orbea, Whyte
and Tern through our Electric Life retail channel. Alongside new additions
including Trek, Brompton and AmFlow, these partnerships enhance our
direct-to-consumer proposition, broaden our customer reach and enable us to
capitalise on the growing demand for electric bicycles within our retail
offering.

In our golf division, we successfully launched a fully redesigned range of Ben
Sayers package sets and bags during 2025, strengthening our product offering
and reinforcing our position within the value-performance segment. This
updated range positions us well to capitalise on the continued growth of
new-to-market golfers, alongside increasing participation from junior and
female players.

Within electric trolleys, we maintain a strong entry price point proposition
through our Ben Sayers and Pro Rider brands, offering market-leading products
that are strategically channel managed across retail partners and
direct-to-consumer platforms. This balanced approach enables us to maximise
market reach, support brand growth and drive sustainable category expansion.

We are pleased to announce for 2026 the Group has broadened its Home &
Garden offering with the introduction of several new product lines designed to
further strengthen the division. The expanded range spans key categories
including indoor and outdoor heating, cooling solutions, outdoor storage,
furniture, parasols and radiator covers, supporting the division's overall
revenue growth. Alongside this range expansion, we continued to work closely
with our domestic sourcing partners to maintain flexibility and speed to
market, while also securing improved cost efficiencies through our Far East
partners, supported by enhanced stock availability. These developments
underline our ongoing focus on delivering relevant, design-led solutions for
indoor and outdoor living, enabling customers to refresh and enhance their
spaces with products that combine style, practicality and strong value.

 

As the Group prepares for its next stage of development, we have incorporated
AI capabilities while further refining our marketing investment across an
increasingly diverse product portfolio. During the year, focus continues to be
directed towards enhancing the creative excellence, consistency and impact of
content across product copy, visual images and dynamic assets, supporting both
our retail partners and owned channels. The positive response received to-date
from customers and accounts validates this approach and provides a strong base
from which to expand and elevate our content strategy throughout 2026.

 

Looking ahead, the Group enters the year with a measured but optimistic
outlook, whilst remaining vigilant of fast evolving developments in the Middle
East which will logically impact on shipping routes and costs. With key
strategic initiatives progressing across the business, we believe the
foundations are firmly in place to support sustained performance. The Group
remains well positioned to capitalise on future opportunities, leveraging its
core strengths to deliver long-term, sustainable growth. The Board continues
to have confidence in the Group's strategic direction, underpinned by a clear
focus on innovation, customer engagement and operational discipline.

 

 

 

 

S J Grant

Chair

20 March 2026

Strategic report

Operating and Financial Review

 

Revenue

Group revenue for the year ended 31 December 2025 was £26,153,000 compared to
£24,619,000 in the prior year. The Group's revenue is split into the four
main business segments as follows.

                               2025      2024      2023

                               (£000)    (£000)    as restated

                                                   (£000)
 Toys, Sports and Leisure      10,203    12,362    10,369
 Bicycles, including electric  10,154    7,380     6,630
 Golf                          2,766     2,548     2,261
 Home and Garden               3,030     2,329     2,982
                               26,153    24,619    22,242

 

Gross profit

Gross profit of £7,366,000 in 2024 increased by 10.4% to £8,130,000 in 2025.

The gross profit margin percentage increased from 29.9% to 31.1%. The Group
has again continued to work hard on negotiating cost reductions, together with
less clearance activity and foreign exchange hedging in place.

Operating expenses

Group operating expenses increased by 9.3% to £7,162,000 in the year (year
ended 31 December 2024 - £6,552,000), with rates realigning to actual
charged, increases in national insurance and additional advertising to
support sales.

Operating result

Operating profit before exceptional costs was £968,000 for the year ended 31
December 2025 compared to £814,000 in the prior year.

Non-underlying items

Non-underlying items comprised:

•    Exceptional costs of £87,000 (year ended 31 December 2024 -
£409,000) in respect of employment costs relating to the planned retirement
of the Group's commercial director, for whom a replacement was onboarded in
July 2024.

•    Pension finance costs under IAS19 of £37,000 (year ended 31
December 2024 - £71,000); and

•    A deferred tax charge of £102,000 (year ended 31 December 2024 -
£83,000) in respect of pension schemes.

Finance costs

Total net finance costs decreased to £313,000 in the year ended 31 December
2025 compared to £375,000 in the year ended 31 December 2024.

There was a decrease in total interest payable on bank loans, overdrafts, hire
purchase and invoice finance facilities from £374,000 in the prior year to
£326,000 in 2025 with reduced level of borrowing due to strong controls over
working capital. This was offset by the income received from the Group's
interest rate hedge of £50,000 (year ended 31 December 2024- £70,000).

Finance costs in respect of the pension schemes provided in line with IAS19
were £37,000 compared to £71,000 for the year ended 31 December 2024.

Taxation

The tax credit for the year ended 31 December 2025 was £282,000 compared to
an expense of  £90,000 in the prior year.

The corporation tax charge in the year ended 31 December 2025 of £3,000 is in
relation to the Hong Kong operation (year ended 31 December 2024- £2,000,
which comprised a corporation charge for the Hong Kong operation ).

There was a deferred tax credit of £285,000 compared to a charge of £88,000
in the prior year.

Net profit

Net profit for the year ended 31 December 2025, after non-underlying items and
finance costs and reflecting the benefit of FY25 taxation credits was
£850,000 compared to a loss of £60,000 for the year ended 31 December 2024.

Adjusted EBITDA

Adjusted EBITDA (Earnings Before Interest, Taxation, Depreciation,
Amortisation and Exceptional Costs) was £1,306,000 for the year ended 31
December 2025, compared to £1,132,000 in the prior year.

Capital expenditure

Total expenditure on property, plant and equipment incurred during the year
was £7,000 (year ended 31 December 2024 - £86,000).

Cash flows, working capital and net cash

Net cash inflow from operating activities before movements in working capital
for the year ended 31 December 2025 was £789,000 compared to £612,000 in the
year ended 31 December 2024.

Cash inflow from operations was £2,655,000 compared to a outflow of £347,000
last year, reflecting the strong management of working capital.

Net cash outflows from investing activities were nil in 2025, against £86,000
in the previous year.

There was a net cash outflow from financing activities of £2,205,000 in 2025,
which compared to an inflow of £1,692,000 in 2024, as the invoice finance
facility was reduced.

As a result of these movements the closing cash position at 31 December 2025
was £1,543,000 compared to £1,385,000 at 31 December 2024.

Net debt, comprising cash and cash equivalents less invoice financing
liabilities and borrowings, was £1,901,000 at 31 December 2025, compared to
£4,322,000 at the end of the previous year.

Dividends

In light of the Company's improved financial performance and strengthened cash
flow position during the year, the Board has resolved to recommend the payment
of a dividend of 3.0 pence per share.

 

While the Board remains mindful of the ongoing global economic and
geopolitical uncertainties, it believes that the Company's financial position
supports a prudent return to shareholders while maintaining appropriate
financial flexibility.

 

Profit per share

Basic profit per share was 15.5 pence per share for the year ended 31 December
2025 compared to a basic loss per share of 1.1 pence per share for the year
ended 31 December 2024.

Product range overview

 

Turnover has been split into four segments: Toys, Sports & Leisure,
Bicycles, Golf and Home & Garden.

 

Toy, Sports & Leisure

While being disappointed in the 2025 revenue reduction of 17.5%, the Group has
made an encouraging start to the new financial year within its Toys, Sports
& Leisure division, with trading across both FOB and domestic channels
ahead of the prior year comparative period. This performance provides a solid
base from which to progress, particularly given the continued volatility
within the UK retail environment and ongoing pressure on consumer spending.
The Board believes the division's diversified customer base and balanced
channel mix position it well to respond to these conditions.

 

Alongside its core wheeled goods offering, the division is progressing a
strategic expansion into adjacent categories through the introduction of a new
car accessories range. This development leverages existing sourcing
capabilities, brand relationships and distribution channels, while
broadening the Group's addressable market and reducing reliance on any single
product segment. The Board considers this initiative to be a logical
extension of the division's expertise and one that should support
incremental growth opportunities over the medium term.

 

Product development remains centred on innovation, disciplined
range management and the continued expansion of the licensed portfolio. The
2026 programme includes several globally recognised brands, notably Toy
Story, Dora and Marvel Avengers, together with additional properties
currently under evaluation. These introductions are expected to reinforce the
Group's position within the UK licensed wheeled goods market and enhance the
overall strength of its product pipeline.

 

The Group is also working in collaboration with Netflix on the planned launch
of K-Pop Demon Hunters. As a contemporary entertainment property with
international appeal, it is expected to provide a platform for future product
development within the licensed wheeled category. Established licences,
including Disney's Stitch, the BBC's Bluey and Hot Wheels, continue to trade
in line with expectations and remain important contributors to divisional
performance, supported by sustained consumer demand and strong brand equity.

 

Overall, the Board believes the division enters the year with a strengthened
portfolio of products, licences and growth initiatives, providing a sound
foundation for continued progress despite the uncertain trading backdrop.

 

Bicycles

In 2026, total bicycle sales, including electric bikes, outperformed the
broader market, delivering 37.5% year-on-year growth despite a challenging
trading environment across all customer channels.

 

Growth was recorded across all categories, with electric bikes up 30.0%,
complemented by a particularly strong performance in mechanical bikes, which
grew 47.6%. Within the mechanical segment, children's bikes rose 10.7%, driven
by continual consumer demand.

 

Looking ahead, we will continue to strengthen our market leading position in
affordable electric bikes through targeted range expansion and strategic
price-point positioning. six new electric models will be introduced,
increasing our portfolio to 20 e-bikes
across eMTB, eHybrid, eHeritage, and eFolding categories. These new
additions will focus on the key sub-£1,100 segment, while full availability
of our strong-performing new additions from 2025 will support ongoing category
growth.

 

The successful introduction of a new lightweight Hoy Bikes range, developed in
partnership with Olympic gold medallist Sir Chris Hoy, complements the
award-winning Squish range and further reinforces the division's leadership in
the lightweight kids' category. In 2026, we will continue to
capture additional market share by expanding the Squish dealer base
and explore broadening the reach of the Hoy brand into adult bike
categories.

 

Following excellent mechanical bike performance in 2025, the division will
build further momentum through six new entry-level adult and junior models,
alongside a refreshed BMX range. The updated line-up features modern
specifications, refined geometry, and contemporary
colourways, maintaining competitive positioning while remaining accessible
to entry-level customers. Similarly to electric bikes, we will
also benefit from full year availability of our 2025 hybrid and MTB range
launches.

 

International expansion is a key strategic priority. In 2026, our bicycle
ranges will be launched in overseas markets, increasing global brand exposure
and generating incremental revenue to support long-term volume growth. This
initiative is backed by the appointment of an experienced Head of
International Sales to lead market development and execution.

 

Strategic brand partnerships continue
to develop, underpinning our direct-to-consumer website, Electric Life
alongside own brand range of bikes. Established collaborations with premium
brands including Orbea, Whyte, and Tern, alongside newer additions such as
Trek, Brompton, and Amflow, broaden the product offer and enhance customer
choice.

 

Through focused product development, competitive pricing, and strong retailer
and D2C relationships, the cycling segment is well positioned to deliver
sustainable growth and strengthen market leadership in the year ahead.

 

Golf

Our Golf segment grew by 8.6% year-on-year, driven by exceptional
performance across the Pro Rider range, which rose over 26%, while the Ben
Sayers range maintained a steady contribution across the year.

 

During 2025, we launched a fully redesigned range of Ben Sayers package sets
and bags, capturing the brands heritage within the value-performance
segment. This refreshed offering has been well received by both
our off-course and on-course retailers, positioning the
business to benefit from the continued growth of new-to-market golfers,
alongside increasing participation from junior and female players in 2026.

 

In 2026 we will continue to maintain a strong entry price point electric
trolley proposition through the Ben Sayers and Pro Rider brands, offering
market-leading products that are strategically and successfully managed across
both retail partners and direct-to-consumer channels.

 

 

Home & Garden

Our Home & Garden segment, focused on direct-to-consumer retailing of
outdoor living and homeware products, continued to operate in a competitive
and evolving market environment. In 2025, the division strengthened its
performance through a broader product mix, and exceptional seasonal conditions
supporting overall revenue momentum, which grew by 30.1%. The expanded range
now across key indoor and outdoor categories including heating and cooling
solutions, outdoor storage, furniture, parasols and complementary home
accessories, helping to reduce reliance on seasonal demand patterns.

 

For 2026 we remained focused on enhancing our sourcing strategy to support
this growth. Close collaboration with domestic sourcing partners enabled
greater flexibility and faster response times, while deeper relationships
with Far East suppliers delivered improved cost efficiencies and stronger
stock availability. These measures have improved resilience across the supply
chain and supported consistent product availability throughout the year.

 

Innovation and product development continue to underpin the segment's
strategy. By introducing relevant, design-led ranges that reflect current
lifestyle trends, we aim to meet evolving customer expectations across both
indoor and outdoor living. Our Home & Garden offering is designed to help
customers refresh and enhance their spaces with products that combine style,
practicality and compelling value, positioning the division well for continued
development in the year ahead.

 

 

 

 

Key performance indicators

 

A wide variety of daily key performance indicators are produced for all of the
Group's businesses to enable monitoring of performance against budget and the
previous year. The key performance indicators that the Directors consider
salient to the Group's performance are shown below:

                                                                                 31 December 2025  31 December 2024
 Gross profit margin                                                             31.1%             29.9%
 The ratio of gross profit to sales expressed as a percentage
 Turnover per employee                                                           £358,000          £337,000
 The total of sales invoiced to customers, excluding value added tax, divided
 by the average number of employees during the period
 Net operating expenses before exceptional costs % of sales                      27.4%             26.6%
 The ratio of net operating expenses before exceptional costs to the total of
 sales invoiced to customers, excluding value added tax, expressed as a
 percentage
 Interest cover                                                                  3.5                2.7
 The ratio of operating profit before exceptional costs to net interest payable
 on bank loans, overdrafts and invoice finance facilities
 Shareholders' return                                                            3.6%              (0.3%)
 The ratio of profit/(loss) to shareholders' funds at the start of the year
 expressed as a percentage
 Basic earnings/(loss) per share - pence                                         15.5               (1.1)
 The net profit/(loss) divided by the weighted average number of ordinary
 shares in issue during the year

 

Content Marketing

Supporting our wider growth strategy, we continue to invest in marketing
content generation across the Group's product portfolio. This approach allows
us to deliver clear, consistent and compelling product messaging to a broad
range of stakeholders, including key accounts, partners and our own retail
platforms. We are leveraging AI-enabled tools to enhance the
creation, optimisation and personalisation of content, helping us work more
efficiently while maintaining quality and relevance. Our focus remains on
producing engaging and authoritative assets across multiple channels and
formats, including visual and dynamic motion content, developed for use both
online and across social media platforms, clearly showcasing product
features, benefits and exclusive points of difference.

Feedback from our retail accounts has been positive and demonstrates the
progress made in improving both the quality and impact of our content. The
utilisation of this content is strengthening brand awareness, driving higher
levels of customer engagement and improved conversion across our digital and
retail sales channels whilst supporting sustainable growth across the business
in the year ahead.

Consumer Channels

The Group delivered a strong performance across its consumer channels,
achieving a 25% increase compared to the previous year. Growth was driven by
continued momentum across our own websites, including Jack Stonehouse,
Electric Life, Tandem Group Cycles and Ben Sayers, which delivered a 27%
uplift compared with the prior year. Sales through third-party consumer
marketplaces increased by 23%, compared to the prior year supported by
platforms including Amazon Seller and eBay, as well as the online channels of
major retail partners B&Q, Tesco, The Range and Wayfair.

 

Looking ahead to 2026, we continue to explore new strategic partnerships and
platform opportunities to accelerate growth and broaden our market
reach. This year we are undertaking expansion into Europe through dedicated
resource, and a newly appointed Head of European Sales, to accelerate growth
across the region.

 

Sourcing & Logistics

Our Hong Kong office remains a vital sourcing hub for the Group, supporting
efficiency, cost savings, and product quality. Following the relocation to
Kowloon East, a dynamic and growing business district in late 2024, we have
achieved cost efficiencies, which we expect to continue in the year ahead. In
addition to facilitating the Group's product sourcing, the team ensures
rigorous technical and quality control. It also supports strong supplier
relationships, negotiates competitive pricing, and streamlines logistics to
enhance cost efficiency and long-term supply chain stability.

 

Pension schemes

The Group operates two defined benefit pension schemes with both schemes
closed to new members. There are no active members in either scheme.

The collective deficit of the schemes at 31 December 2025 decreased to
£16,000 compared to £358,000 at 31 December 2024. The reduction in the
deficit is largely due to the contributions to the Tandem scheme during the
year of £448,000.

The pension schemes continued to utilise the Group's cash resources with
payments in respect of the schemes totalling £605,000 (year ended 31 December
2024 - £526,000). The total comprised deficit contributions of £448,000 and
£nil in respect of the Tandem and Casket schemes respectively (year ended 31
December 2024 - £397,000 and £nil) and government levies and administration
costs of £157,000 (year ended 31 December 2024 - £129,000).

The latest triennial valuation date for the Tandem scheme was 1 October 2025
and the Casket scheme 5 April 2025. The valuations are in the process of being
completed and details will be provided in the 2027 Annual Report.

Colleagues

We currently employ 73 colleagues in the Group who remain our most important
asset. The Group continues to offer a breadth of cost saving solutions for
colleagues and their families, along with access to a discounted range of our
clean energy transportation products.

Annual General Meeting

The Group's 2025 Annual General Meeting will be held on 17 June 2026 at the
Group's Castle Bromwich offices at 35 Tameside Drive, Castle Vale, Birmingham
B35 7AG.

Strategy

We aim to accelerate growth across all operating divisions by responding
proactively to changing market dynamics. This includes expanding our product
offering, growing our customer base, and enhancing our direct-to-consumer
proposition. Building upon last year we will continue by improving website
performance, enhancing marketing content, ongoing product development, and
sourcing efficiencies. Across our product portfolio we will continue to secure
attractive licensing agreements and build high-quality own-brand ranges to
strengthen our market positioning.

The Chairperson's statement provides an overview of the current outlook for
the Group in the forthcoming year.

Principal risks and uncertainties

The management of the business and the nature of the Group's strategy are
subject to a number of risks and uncertainties. The principal risks facing the
business are as follows:

Economic conditions

The current economic environment in the UK presents significant challenges,
which could adversely impact the Group's revenue and financial performance.

Suppliers

To maintain competitive pricing, the Group has outsourced production primarily
to Asia. This approach introduces risks, including operational issues at
factories, potential changes in import duties, and the possibility of
increased costs due to freight and shipping delays. The Group mitigates these
risks by maintaining a local office in Hong Kong, where a dedicated team works
closely with suppliers. Additionally, the Group has contingency plans in place
and diversifies its sourcing to Europe to reduce dependency on any single
region.

Fluctuations in currency exchange rates

A substantial portion of the Group's purchases are denominated in US dollars,
exposing the Group to fluctuations in foreign exchange rates. The Group
manages this exposure by utilising forward foreign exchange contracts and has
adopted formal hedge accounting practices. However, if these hedging
activities are insufficient, the Group's financial performance and position
could be negatively affected.

Interest rates

If interest rates increase, this could have an impact on the Group's finance
costs. However, the Group has entered into an interest rate cap mechanism for
£3 million on a depreciating basis of borrowings capped at 2%.

Licences

Several of the Group's brands are licensed from global licensors, typically
under agreements lasting two to three years. If these licences are not
renewed, the Group would secure additional new and on-trend licences to
prevent any reduction in revenue.

Competition

The Group operates in highly competitive markets, leading to constant pressure
on margins and the risk of not meeting customer expectations. To address these
risks, the Group has implemented comprehensive strategies across supply chain
management and product development.

Volatility in financial markets may require further cash contributions to our
pension funds

The Group has commitments under two defined benefit pension schemes. The Group
is obliged to make contributions to the schemes based on actuarial valuations,
which in turn are based on long-term assumptions to calculate scheme
liabilities. Volatility of the financial markets can also affect the value of
the assets in the schemes. This may lead to a requirement to increase the cash
contributed by the Group to the schemes. If the Group is required to make
significant additional contributions, the financial position of the Group may
be materially affected with a significant reduction in operating cash flows.
In turn, this may adversely impact future developments of the business.

Financial risks

The main risks arising from the Group's financial instruments are interest
rates, liquidity, credit and foreign currency. The Board reviews and agrees
policies for managing each of these risks.

 

 

P Kimberley

Chief Executive Officer

20 March 2026

 

Consolidated income statement

                                                  31 December 2025                                                               31 December 2024
                                            Note  Before non-underlying items  Non-underlying items  After non-underlying items  Before non-underlying items  Non-underlying items  After non-underlying items

                                                  £'000                        £'000                 £'000                       £'000                        £'000                 £'000
 Revenue                                    3     26,153                       -                     26,153                      24,619                       -                     24,619
 Cost of sales                                    (18,023)                     -                     (18,023)                    (17,253)                     -                     (17,253)
 Gross profit                                     8,130                        -                     8,130                       7,366                        -                     7,366
 Operating expenses                               (7,162)                      -                     (7,162)                     (6,552)                      -                     (6,552)
 Operating profit before exceptional costs        968                          -                     968                         814                          -                     814
 Exceptional costs                                -                            (87)                  (87)                        -                            (409)                 (409)
 Operating profit                                 968                          (87)                  881                         814                          (409)                 405
 Finance costs                                    (276)                        (37)                  (313)                       (304)                        (71)                  (375)
 Profit before taxation                           692                          (124)                 568                         510                          (480)                 30
 Tax expense                                      384                          (102)                 282                         (7)                          (83)                  (90)
 Net profit/(loss) for the year                   1,076                        (226)                 850                         503                          (563)                 (60)

 Profit/(loss) per share                    4                                                        Pence                                                                          Pence
 Basic                                                                                               15.5                                                                            (1.1)
 Diluted                                                                                             15.4                                                                            (1.1)

 

Consolidated statement of comprehensive income

                                                                              31 December 2025  31 December 2024

                                                                              £'000             £'000
 Net profit/(loss) for the year                                               850                (60)
 Other comprehensive income:
 Items that will be reclassified subsequently to profit and loss:
 Foreign exchange differences on translation of foreign operations            (56)               11
 Cashflow hedging contracts                                                   (50)               100
 Items that will not be reclassified subsequently to profit or loss:

 Revaluation of property, plant and equipment                                 1,970             -
 Deferred taxation on the revaluation of property, plant and equipment        (492)             -
 Actuarial (loss)/gain on pension schemes                                     (71)               44
 Movement in pension schemes' deferred tax provision                          17                (11)
 Other comprehensive profit/) for the year, net of tax                        1,318              144
 Total comprehensive profit for the year attributable to equity shareholders  2,168              84

 

Consolidated balance sheet

                                                    Note  31 December 2025  31 December 2024

                                                          £'000             £'000
 Non current assets
 Intangible fixed assets                                  5,461             5,494
 Property, plant and equipment                            16,607            14,939
 Deferred taxation                                        374               564
                                                          22,442            20,997
 Current assets
 Inventories                                              4,437             5,930
 Trade and other receivables                              6,494             6,376
 Derivative financial asset held at fair value            76                201
 Current tax assets                                       8                 37
 Cash and cash equivalents                                1,543             1,385
                                                          12,558            13,929
 Total assets                                             35,000            34,926
 Current liabilities
 Trade and other payables                                 (5,448)            (4,945)
 Borrowings                                               (254)              (2,262)
 Derivative financial liability held at fair value        (1)                -
 Current tax liabilities                                  -                 (1)
                                                          (5,703)            (7,208)
 Non current liabilities
 Borrowings                                               (3,190)           (3,445)
 Pension schemes' deficit                                 (16)               (358)
                                                          (3,206)            (3,803)
 Total liabilities                                        (8,909)            (11,011)
 Net assets                                               26,091            23,915
 Equity
 Share capital                                            1,503             1,503
 Shares held in treasury                                  (124)              (135)
 Share premium                                            776               729
 Other reserves                                           8,976             7,187
 Profit and loss account                                  14,960            14,631
 Total equity                                             26,091            23,915

Consolidated statement of changes in equity

                                                                              Share capital  Shares held in treasury  Share premium  Cash flow hedge reserve  Merger reserve  Capital redemption reserve  Revaluation reserve  Translation reserve  Profit and loss account  Total

                                                                              £'000          £'000                    £'000          £'000                    £'000           £'000                       £'000                £'000                £'000                    £'000
 At 1 January 2024                                                            1,503           (135)                   729            100                      1,036           1,427                       3,860                653                  14,638                   23,811

 Net loss for the year                                                        -              -                        -              -                        -               -                           -                    -                    (60)                     (60)
 Re-translation of overseas subsidiaries                                      -              -                        -              -                        -               -                           -                    11                   -                        11
 Forward contracts                                                            -              -                        -              100                      -               -                           -                    -                    -                        100
 Net actuarial gain on
 pension schemes                                                              -              -                        -              -                        -               -                           -                    -                    33                       33
 Total comprehensive income for the year attributable to equity shareholders  -              -                        -              100                      -               -                           -                    11                   (27)                     84
 Share based payments                                                         -              -                        -              -                        -               -                           -                    -                    20                       20
 Total transactions with owners                                               -              -                        -               -                       -               -                           -                    -                     20                       20

 At 1 January 2025                                                            1,503           (135)                   729            200                      1,036           1,427                       3,860                664                  14,631                   23,915

 Net profit for the year                                                      -              -                        -              -                        -               -                           -                    -                    850                      850
 Re-translation of overseas subsidiaries                                      -              -                        -              -                        -               -                           -                    (56)                 -                        (56)
 Revaluation of property                                                      -              -                        -              -                        -               -                           1,970                -                    -                        1,970
 Deferred taxation on revaluation of property                                 -              -                        -              -                        -               -                           -                    -                    (492)                    (492)
 Forward contracts                                                            -              -                        -              (50)                     -               -                           -                    -                    -                        (50)
 Net actuarial loss on pension schemes                                        -              -                        -              -                        -               -                           -                    -                    (54)                     (54)
 Total comprehensive income for the year attributable to equity shareholders  -              -                        -              (50)                     -               -                           1,970                (56)                 304                      2,168
 Reclassified to cost of inventory                                            -              -                        -              (75)                     -               -                           -                    -                    -                        (75)
 Exercise of share options                                                    -              11                       47             -                        -               -                           -                    -                    -                        58
 Share based payments                                                         -              -                        -              -                        -               -                           -                    -                    25                       25

 Total transactions with owners                                               -              11                       47             (75)                     -               -                           -                    -                    25                       8

 At 31 December 2025                                                          1,503          (124)                    776            75                       1,036           1,427                       5,830                608                  14,960                   26,091

 

 

 

 

 

 

 

 

 

Consolidated cash flow statement

                                                                              31 December 2025  31 December 2024

£'000
                                                                              £'000
 Cash flows from operating activities
 Net profit/(loss) for the year                                               850                (60)
 Adjustments:
 Depreciation of property, plant and equipment                                305               285
 Amortisation of intangible fixed assets                                      33                33
 (Profit)/loss on sale of property, plant and equipment                       (7)                267
 Contribution to defined benefit pension plans                                (448)              (397)
 Finance costs                                                                313               375
 Tax expense                                                                  (282)             90
 Share based payments                                                         25                19
 Net cash flow from operating activities before movements in working capital  789                612
 Change in inventories                                                        1,493              (769)
 Change in trade and other receivables                                        (118)             (1,200)
 Change in trade and other payables                                           501                1,010
 Cash used in from operations                                                 2,665              (347)
 Interest paid                                                                (276)              (304)
 Tax received/(paid)                                                          30                 (28)
 Net cash flows from operating activities                                     2,419              (679)
 Cash flows from investing activities
 Purchases of property, plant and equipment                                   (7)                (86)
 Sale of property, plant and equipment                                        7                 -
 Net cash flows from investing activities                                     -                  (86)
 Cash flows from financing activities
 Loan repayments                                                              (255)              (38)
 Movement in invoice financing                                                (2,008)            1,730
 Exercise of share options                                                    58                -
 Net cash flows from financing activities                                     (2,205)            1,692
 Net change in cash and cash equivalents                                      214                927
 Cash and cash equivalents at beginning of year                               1,385             447
 Effect of foreign exchange rate changes                                      (56)               11
 Cash and cash equivalents at end of year                                     1,543             1,385

 

 

Notes to the results

 

1.   General information

 

The financial information set out in this announcement does not constitute
statutory accounts as defined in section 434 of the Companies Act 2006.  The
Consolidated income statement, the Consolidated statement of comprehensive
income, the Consolidated balance sheet at 31 December 2025, the Consolidated
statement of changes in equity, the Consolidated cash flow statement and the
associated notes for the period then ended have been extracted from the
Group's financial statements upon which the auditor's opinion is unqualified
and does not include any statement under section 498 of the Companies Act
2006.  The statutory accounts for the year ended 31 December 2025 will be
delivered to the Registrar of Companies following the Group's Annual General
Meeting.

2.   Basis of preparation

 

The consolidated financial statements of the Group have been prepared under
the historical cost convention and in accordance with UK adopted international
accounting standards. The principal accounting policies adopted by the Group,
which remain unchanged, are set out in the statutory financial statements for
the year ended 31 December 2025.

Non-underlying items

Non-underlying items are material items which arise from unusual non-recurring
or non-trading events. They are disclosed in aggregate in the Consolidated
income statement where in the opinion of the Directors such disclosure is
necessary in order to fairly present the results for the period.
Non-underlying items comprise exceptional costs, the finance cost related to
the Group's pension schemes calculated in accordance with IAS19 and the impact
of the movement of the ineffective proportion of the hedge.

Key areas of estimation uncertainty

Impairment of goodwill

The annual impairment assessment in respect of goodwill requires estimates of
the value in use of cash generating units to which goodwill has been allocated
to be calculated.  As a result, estimates of future cash flows are required,
together with an appropriate discount factor for the purpose of determining
the present value of those cash flows.

Financial instruments valuation

Derivatives are used to minimise the impact of foreign exchange and interest
rate fluctuations on the Group. An asset or liability is recognised
representing the fair value of the instruments in place at the year end. The
fair value is calculated using certain estimates and valuation models by
reference to significant inputs including; implied volatilities in foreign
currency and interest rates and historical movements in foreign currency
exchange and interest rates.

Pension scheme valuation

The liabilities in respect of defined benefit pension schemes are calculated
by qualified actuaries and reviewed by the Group, but are necessarily based on
subjective assumptions.  The principal uncertainties relate to the estimation
of the discount rate, life expectancies of scheme members, future investment
yields and general market conditions for factors such as inflation and
interest rates. Profits and losses in relation to changes in actuarial
assumptions are taken directly to reserves and therefore do not impact on the
profitability of the business, but the changes do impact on net assets.

Inventory provisioning

The Group reviews the net realisable value of and demand for its inventory on
an ongoing basis to ensure recorded inventory is stated at the lower of cost
or net realisable value.  Factors that could impact estimated demand and
selling prices are the timing and success of future technological innovations,
competitor actions, suppliers prices and economic trends.  If total inventory
losses differ, the Group's consolidated net income in the year would have
improved or declined, depending upon whether the actual results were better or
worse than expected.

Bad debt provision

At each reporting period, the Directors review outstanding debts and determine
appropriate provision levels.  The recovery of certain debts is dependent on
the individual circumstances of customers.  At the year end there are a
number of debts which remain outstanding past their due date, which the
Directors believe to be recoverable.

Intangible asset valuation

In attributing value to intangible assets arising on acquisition, management
has made certain assumptions in terms of cash flows attributable to
intellectual property and customer relationships. The key assumptions relate
to the trading performance of the acquired business, royalty rates applied in
the royalty relief calculation and discount rates applied to calculate the
present value of future cash flows. The Directors consider the resulting
valuation to be a reasonable approximation as to the value of the intangibles
acquired.

Freehold property revaluation

In ascertaining an accurate estimate of the value of freehold property, the
Directors utilise the latest professional valuation conducted along with
available information on local property value movements since the valuation
date.

 

Key judgements

Going Concern

The financial statements are prepared on the going concern basis.

The Group has cash reserves and finance facilities available and the Board
continually monitor a rolling cashflow forecast for the business as a whole.
Given the Group's low fixed cost base and the facilities available to it, the
Board therefore considers the Group will continue to be able to meet its
liabilities as they fall due.

On that basis, the Directors are confident that they will be able to manage
the business in such a way that it will continue to operate and trade for at
least 12 months from the date of the signing of the financial statements and
have therefore prepared these financial statements on a going concern basis.

Deferred tax assets

In determining the deferred tax asset to be recognised the Directors carefully
review the recoverability of these assets on a prudent basis and reach a
judgement based on the best available information.  Estimates and judgements
used in the financial statements are based on historical experience and other
assumptions that the Directors and management consider reasonable and are
consistent with the Group's latest budgeted forecasts where applicable.
Judgements are based on the information available at each balance sheet
date.  Although these estimates are based on the best information available
to the Directors, actual results may ultimately differ from those
estimates.

Cash flow hedging

In determining the proportion of forward foreign exchange contracts that are
effective hedges against currency fluctuations, the Directors produce detailed
forward forecasts to carefully determine the requirements of a particular
foreign currency to match future planned supplier payments.

In determining the proportion of the interest rate hedge contracts that are
effective against base interest rate fluctuations, the Directors measure the
level of borrowing against the remaining value of the contracts.

 

 

3. Segmental analysis

 

Due to the integration of a number of functions across the Group it is not
possible to accurately report operating segments in full, turnover has been
analysed into four key segments being Toys, Sports & Leisure, Bicycles,
including Electric, Golf and Home & Garden.

                                   2025            2024
                                   (£000)          (£000)
 Toys, Sports & Leisure               10,203          12,362
 Bicycles, including electric      10,154          7,380
 Golf                              2,766           2,548
 Home & Garden                          3,030           2,329
                                     26,153          24,619

 Turnover by geographical destination is detailed below.
                                   2025            2024
                                   (£000)          (£000)
 UK                  25,161                           22,547
 Europe           977                              2,050
 Rest of World    15                               22
                                     26,153          24,619

 

4. Profit per share

 

The calculation of loss per share is based on the net loss and ordinary shares
in issue during the year as follows:

 

                                                                                31 December 2025                               31 December 2024
                                                                                £'000                                          £'000

 Net profit/ (loss) for the year                                                850                                            (60)

 Weighted average shares in issue (excluding shares held in treasury) used for  5,488,754                                      5,471,959
 basic earnings per share
 Weighted average dilutive shares under option                                  33,065                                         15,440
 Average number of shares used for diluted earnings per share                   5,521,819                                      5,487,399

                                                                                Pence                                          Pence
 Basic Profit/ (Loss) per share                                                                    15.5                                           (1.1)
 Basic Profit/ (Loss) per share                                                                    15.4                                           (1.1)

 

The impact on the loss per share of the share options for the year ended 31
December 2024 is anti-dilutive.

 

5. Dividend

In light of the Company's improved financial performance and strengthened cash
flow position during the year, the Board has resolved to recommend the payment
of a dividend of 3.0 pence per share.

While the Board remains mindful of the ongoing global economic and
geopolitical uncertainties, it believes that the Company's financial position
supports a prudent return to shareholders while maintaining appropriate
financial flexibility.

 

 

6. Annual report and accounts and final results presentation

 

The annual report and accounts will be posted to shareholders shortly and,
along with the final results presentation, will be available on the Company's
website, www.tandemgroup.co.uk (http://www.tandemgroup.co.uk) .

 

7. Annual General Meeting

 

The Annual General Meeting will be held at 11:00 on 17 June 2026 at 35
Tameside Drive, Castle Bromwich, Birmingham, B35 7AG.

 

 

This announcement contains inside information for the purposes of the UK
Market Abuse Regulation and the Directors of the Company are responsible for
the release of this announcement.

 

 

Forward-Looking Statements

Certain statements made in this announcement are forward-looking statements.
These forward-looking statements are not historical facts but rather are based
on the Company's current expectations, estimates, and projections about its
industry; its beliefs; and assumptions. Words such as 'anticipates,'
'expects,' 'intends,' 'plans,' 'believes,' 'seeks,' 'estimates,' and similar
expressions are intended to identify forward-looking statements. These
statements are not guarantees of future performance and are subject to known
and unknown risks, uncertainties, and other factors, some of which are beyond
the Company's control, are difficult to predict, and could cause actual
results to differ materially from those expressed or forecasted in the
forward-looking statements. The Company cautions security holders and
prospective security holders not to place undue reliance on these
forward-looking statements, which reflect the view of the Company only as of
the date of this announcement. The forward-looking statements made in this
announcement relate only to events as of the date on which the statements are
made. The Company will not undertake any obligation to release publicly any
revisions or updates to these forward-looking statements to reflect events,
circumstances, or unanticipated events occurring after the date of this
announcement except as required by law or by any appropriate regulatory
authority.

 

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