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REG - Team Internet Group - Unaudited Financial Results

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RNS Number : 3437X  Team Internet Group PLC  01 September 2025

1 September 2025

 Team Internet Group plc

("Team Internet" or the "Company" or the "Group")

 UNAUDITED FINANCIAL RESULTS FOR THE SIX MONTHS ENDED 30 JUNE 2025

Resilient cash generation, accelerating RSOC adoption and international
e-commerce sales, and important contract wins resulting from disciplined
execution of transformation strategy

 

Team Internet Group plc (AIM: TIG, OTCQX: TIGXF), the global internet company
that generates recurring revenue from creating meaningful and successful
connections: businesses to domains, brands to consumers, publishers to
advertisers, is pleased to announce its unaudited financial results for the
six months ended 30 June 2025 ("H1 2025").

On 4 March 2025, the Company updated its near-term guidance following changes
in the Google ecosystem and reaffirmed its confidence in Team Internet's
fundamental prospects and outlined initiatives under review to maximise
shareholder value. The Board highlighted the Group's highly profitable and
cash-generative profile and confirmed that options to maximise shareholder
value remain under review, including optimising capital allocation and
assessing asset ownership.

Since then, all three segments have delivered well against their strategic
objectives: DIS has secured important new contracts, Comparison is
successfully scaling internationally, and Search is advancing through the
transition to RSOC with strong market validation. Group-wide efficiency
initiatives are delivering additional resilience and future profitability.
Further detail on these developments and on the Group's strategic priorities
is set out in this announcement below.

Financial summary

·    Gross revenue was USD 263.9 million (versus six months ended 30 June
2024 ("H1 2024"): USD 409.7 million), reflecting the planned transition away
from legacy AFD monetisation

·    Net revenue (gross profit) was USD 72.8 million (H1 2024: USD 97.7
million), with gross margin expanding from 23.8% to 27.6%

·    Adjusted EBITDA((i)) was USD 24.6 million (H1 2024: USD 46.6
million), representing 33.8% of net revenue (H1 2024: 47.7%) reflecting a
reduction of core operating expenses to USD 48.2 million (H1 2024: USD 51.1
million)

·    Operating loss of USD 7.0 million (H1 2024: operating profit of USD
22.9 million), reflecting the decline in EBITDA together with non-cash items
including an impairment charge and foreign exchange losses

·    Loss after tax of USD 14.1 million (H1 2024: profit of USD 9.8
million)

·    Adjusted EPS (diluted) was USD 5.93 cents (H1 2024: USD 10.92 cents)

·    Adjusted operating cash flow was USD 26.9 million (H1 2024: USD 40.6
million)

·    Adjusted operating cash conversion((ii)) of 109% (H1 2024: 87%),
resulting from disciplined working capital management

·    Net debt((iii)) reduced to USD 93.3 million (31 December 2024: USD
96.4 million, 30 June 2024: USD 109.9 million), despite USD 6.7 million in
share buybacks during H1 2025

·    Leverage was 1.7x adjusted EBITDA for Trailing Twelve Months ("TTM")
30 June 2025 (TTM 31 December 2024: 1.2x, TTM 30 June 2024: 1.2x) and Interest
cover was 4.4x TTM 30 June 2025 (TTM 31 December 2024: 5.9x, TTM 30 June 2024:
6.8x), with access to USD 154.9 million of liquidity

Operational and corporate summary

·    In the Group's Domains, Identity & Software ("DIS") segment, Team
Internet, secured several more highly coveted international accounts,
including a 10-year consortium contract to operate Colombia's .co top-level
domain

·    Comparison is scaling internationally: the relaunched France portal
is already profitable, Italy and Spain are nearing breakeven, and the UK
portal was recently launched. International Gross Merchandise Value ("GMV")
represented 5% of segment GMV for H1 2025 versus near zero a year ago,
demonstrating clear traction

·    The Search segment is progressing through its realignment from AFD to
RSOC. The share of RSOC and other next-generation monetisation gross revenue
grew by 20% from 4% to 24%, underscoring strong momentum

Outlook:

The first half of 2025 was a period of strategic transformation. Each segment
has been repositioned to be more resilient, with modernised products, expanded
addressable markets and a streamlined cost base. Most of the financial
benefits of these initiatives will crystallise during the course of H2 2025.

 

In DIS, there was an unprecedented number of net contract wins in H1 2025. As
these contracts become revenue generating in H2 2025, they provide visibility
into continued net revenue growth in 2026 and beyond. Platform consolidation
completed in H1 2025 will also deliver increasing benefits through H2 2025.
Together, these factors underpin continued double-digit EBITDA growth,
reinforcing DIS as the Group's infrastructure anchor.

 

Comparison softened early in H1 2025 and returned to growth towards the end of
the period based on strong answers to the general challenges of search
engines. We expect a second half weighted performance in line with normal
seasonality. As international portals mature, the international expansion will
shift from investment to cash flow contribution, as already demonstrated by
France.

In Search, we are pivoting our social-to-search workflows from AFD to RSOC.
RSOC delivers a much richer advertiser and consumer experience, which results
in materially higher click prices. At the same time, we also scale our
commerce media and viral video solutions. These next-generation monetisation
models grew 160% year-on-year and now account for nearly a quarter of this
segment's revenue. Given the resilience of the traditional formats and the
success of the next-generation formats, we already see early signs of net
revenue growth compared to late H1 2025. With further growth and ongoing
optimisation, we expect net revenue to continue to recover.

 

The Group's operational fundamentals are improving. The Board continues to
believe in the Group's resilience and growth trajectory. The Group will
continue to prioritise sustainable growth, margin improvement and shareholder
value creation as it navigates the remainder of 2025. This includes
implementing additional growth and operational efficiency initiatives,
optimising its capital allocation strategy, and a review of asset ownership.

 

The Board remains confident in the Group's outlook: resilient infrastructure
revenues in DIS, profitable scaling in Comparison, and the structural shift to
RSOC in Search, all underpinned by disciplined execution.

 

CEO Comment

Michael Riedl, CEO of Team Internet, commented: "The first half of 2025 was
defined by disciplined execution of our transformation strategy, in response
to changing market circumstances in Search. We took bold but necessary steps
to modernise our products, expand our addressable market, and improve our cost
base. Our performance improvement programme is targeting a USD 24 million
reduction in the 2026 cost base versus 2024, on a like-for-like basis. This
inevitably included saying farewell to more than 200 colleagues, to whom I
extend my sincere thanks for their contributions.

"Two and a half years into the transformation of DIS, the business has never
been stronger. Numerous wins of highly contested RFPs and limited churn speak
volumes about the competitiveness of our services. The quality and tenure of
our customer base across the webhosting, e-commerce and cybersecurity
industries, validates our role as the backbone for critical internet
infrastructure.

"Our Comparison business is scaling across Europe and soon beyond. France is
already profitable, Spain and Italy are approaching breakeven, the UK launch
is live, and the US is next. Soon we will delight consumers from Berlin to
Barcelona to Boston. These launches materially expand our addressable market
and create long-term upside. Major innovations in user acquisition and
conversion are setting new standards for the industry.

"And Search is evolving as a materially higher quality business model. The
proof of concept is complete, product-market fit is strong. From here on it is
all about execution. Having started last in AFD and still having reached
global market leadership through strict white-hat policies and extreme
automation with machine learning and artificial intelligence, we are confident
that applying same principles will also establish us as the dominant player in
RSOC and next-generation monetisation.

"We operate a balanced portfolio of profitable, market-leading assets in
carefully curated niches with strong brands, technology and talents. We
continue to optimise and develop each segment, while exploring ways to
maximise shareholder returns, including capital allocation and reviewing asset
ownership.

 "Our progress in H1 2025 was only possible because of the dedication of our
people and the continued support of our shareholders. With disciplined
execution and a clear strategy, we are creating even more resilient businesses
with lasting value for our people, customers, and our shareholders alike."

Results presentation:

There will be a webinar/conference call for equity analysts at 10:00am UK time
today. This event will be hosted by CEO Michael Riedl and CFO William Green.

 

Anybody wishing to register should contact teaminternet@secnewgate.co.uk
(mailto:teaminternet@secnewgate.co.uk) , where further details will be
provided.

 

Further, an Investor Meet Company session will be held at 12:00pm UK time
today:
https://www.investormeetcompany.com/team-internet-group-plc/register-investor
(https://www.investormeetcompany.com/team-internet-group-plc/register-investor)

Investors who already follow Team Internet Group plc on the Investor Meet
Company platform will automatically be invited. Questions can be submitted
pre-event via your Investor Meet Company dashboard up until 9:00am the day
before the meeting or at any time during the live presentation.

((i))Earnings before interest, tax, depreciation, amortisation and impairment,
non-core operating expenses, foreign exchange gains and losses and share-based
payment expenses

((ii))Adjusted operating cash conversion refers to the percentage of Adjusted
EBITDA that is converted into operating cash in the period. Operating cash
flows are adjusted for non-recurring working capital items

((iii))Includes cash (USD 76.6m), bank debt and prepaid finance costs (USD
169.7m) and hedging liabilities (USD 0.2m) as of 30 June 2025 (31 December
2024 cash (USD 88.3m), bank debt and prepaid finance costs (USD 184.9m) and
hedging assets (USD 0.2m))

 

Enquiries

For further information, please contact:

Team Internet Group plc
 
 +44 (0) 203 388 0600

Michael Riedl, Chief Executive Officer

William Green, Chief Financial Officer

Zeus Capital Limited (NOMAD and Joint Broker)

Nick Cowles / James Edis (Investment Banking)
                           +44 (0) 161 831 1512

Dominic King (Corporate Broking)
                                           +44 (0) 203
829 5000

Berenberg (Joint
Broker)                                                                                        +44
(0) 203 207 7800

Mark Whitmore / Richard Andrews

SEC Newgate (for
media)                                                                                        +44
(0) 203 757 6880

Bob Huxford / Harry Handyside / Gwen Samuel
              teaminternet@secnewgate.co.uk

Forward-Looking Statements

This document includes forward-looking statements. Whilst these
forward-looking statements are made in good faith, they are based upon the
information available to Team Internet at the date of this document and upon
current expectations, projections, market conditions and assumptions about
future events. These forward-looking statements are subject to risks,
uncertainties and assumptions about the Group and should be treated with an
appropriate degree of caution.

About Team Internet Group plc

Team Internet (AIM: TIG, OTCQX: TIGXF) creates meaningful and successful
connections from businesses to domains, brands to consumers, publishers to
advertisers, enabling everyone to realise their digital ambitions. The Company
is a leading global internet solutions company that operates in two highly
attractive markets: domain name management, identity and software solutions
(DIS segment) and high-growth digital advertising (Comparison and Search
segments). The DIS segment is a critical constituent of the global online
presence and productivity tool ecosystem, where the Company serves as the
primary distribution channel for a wide range of digital products. The
Company's Comparison and Search segments create privacy-safe and AI-generated
online consumer journeys that convert general interest online media users into
confident high conviction consumers through advertorial and review websites.
The Company's high-quality earnings come from subscription recurring revenues
in the DIS segment and revenue share on rolling utility-style contracts in the
Comparison and Search segments.

For more information please visit: www.teaminternet.com
(http://www.teaminternet.com)

 

MANAGEMENT COMMENTARY ON GROUP PERFORMANCE

Introduction

We reported gross revenue of USD 263.9 million and net revenue of USD 72.8
million, with adjusted EBITDA of USD 24.6 million.

Performance review

 As anticipated, the accelerated shift from AFD to RSOC is materially reducing
 revenue and EBITDA in the Search segment. This was planned and reflected into
 our previous guidance. Management is confident in being able to restore
 historical profitability over time. Please see the segment report for more
 detail. Despite all this, Group-level cash flow remained strong, and Search is
 already generating 24% of its revenues from next-generation products.

 

                                                              Six months     Six months

                                                              ended          ended

                                                              30 June 2025    30 June 2024    Change
                                                              USD m          USD m            %
 Revenue                                                      263.9          409.7            (35.6%)
 Net revenue (gross profit)                                   72.8           97.7             (25.5%)
 Adjusted EBITDA                                              24.6           46.6             (47.2%)
 Adjusted EBITDA conversion (as a percentage of net revenue)  33.8%          47.7%            (29.1%)
 Operating (loss)/profit                                      (7.0)          22.9             n.m.
 Adjusted operating cash conversion                           109%           87%              25.3%
 (Loss)/profit after tax                                      (14.1)         9.8              n.m.
 EPS - Basic (cents)                                          (5.78)         3.84             n.m.
 EPS - Diluted (cents)                                        (5.78)         3.79             n.m.
 EPS - Adjusted earnings - basic (cents)                      6.00           11.07            (45.8%)
 EPS - Adjusted earnings - diluted (cents)                    5.93           10.92            (45.7%)

Segment Highlights

 

The Group's reporting segments performed as follows during the period:

                                                              Six months     Six months

                                                               ended         ended

                                                              30 June 2025   30 June 2024   Change
                                                              USD m          USD m          %
 Domains, Identity & Software (DIS) (A)
 Revenue                                                      103.9          102.0          1.9%
 Net revenue                                                  37.9           37.5           1.1%*
 Adjusted EBITDA                                              10.7           8.3            28.9%
 Adjusted EBITDA conversion (as a percentage of net revenue)  28.2%          22.1%          27.6%
 Comparison (B)
 Revenue                                                      27.9           31.2           (10.6%)
 Net revenue                                                  9.0            11.0           (18.2%)
 Adjusted EBITDA                                              5.4            7.4            (27.0%)
 Adjusted EBITDA conversion (as a percentage of net revenue)  60.0%          67.3%          (10.8%)
 Search (C)
 Revenue                                                      132.1          276.5          (52.2%)
 Net revenue                                                  25.9           49.2           (47.4%)
 Adjusted EBITDA                                              8.5            30.9           (72.5%)
 Adjusted EBITDA conversion (as a percentage of net revenue)  32.8%          62.8%          (47.8%)
 Total
 Revenue                                                      263.9          409.7          (35.6%)
 Net revenue                                                  72.8           97.7           (25.5%)
 Adjusted EBITDA                                              24.6           46.6           (47.2%)
 Adjusted EBITDA conversion (as a percentage of net revenue)  33.8%          47.7%          (29.1%)

Reporting Segment Notes

(A) Comprises the former Online Presence segment and the Voluum SaaS business

B Comprises VGL Publishing AG and its affiliates and businesses, operating
product comparison websites such as Vergleich.org

(C) Represents the former Online Marketing segment, less Comparison and Voluum

(*) DIS net revenue grew by 3.3% year-on-year on a pro forma basis, after
adjusting for the impact of the InterNexum disposal in FY2024

DIS segment

The DIS segment, which enables businesses and individuals to establish and
protect their digital presence, starting with a domain name, delivered stable
performance in H1 2025. The DIS segment continues to serve its global
subscriber base through both direct and indirect channels.

 

Gross revenue in this segment increased by 2% to USD 103.9 in H1 2025 (H1
2024: USD 102.0m) reflecting steady demand across both direct and indirect
channels. Net revenue increased to USD 37.9m (H1 2024: USD 37.5m), with a
margin of 36.5% (H1 2024: 36.8%). Adjusted EBITDA increased 29% to USD 10.7m
(H1 2024: USD 8.3m) as the ongoing benefits of operational optimisation
continued to contribute.

 

The number of processed domain registration years decreased by 4% from 13.4m
for TTM H1 2024 to 12.9m for TTM H1 2025, and the average revenue per domain
year increased by 7% from USD 11.92 to USD 12.79((2)). The share of
Value-Added Revenue within DIS increased to 17% (H1 2024: 16%).

Comparison segment

The Comparison segment, which connects users initiating product searches with
leading e-commerce platforms and marketplaces, experienced a softer period of
performance compared to a particularly strong H1 2024. This reduction was most
notable at the start of H1 2025, with a return to growth by the end of H1 2025
based on strong answers to the known challenges of search engines. Gross
revenue in H1 2025 was USD 27.9m (H1 2024: 31.2m), with net revenue of USD
9.0m in H1 2025 (H1 2024: USD 11.0m). Adjusted EBITDA in H1 2025 was USD 5.4m
(H1 2024: USD 7.4m) reflecting the decrease in net revenue observed in the
same period.

 

In the trailing twelve months to 30 June 2025, the number of visitor sessions
to our websites increased slightly to 179.3m from 177.5m a year ago. In the
same period, the revenue generated per 1,000 visits increased slightly to USD
236 from USD 235 a year ago((2)).

 

The second half of the year is typically stronger for the Comparison segment
due to seasonal trends in consumer behaviour. This pattern is expected to hold
in 2025, supported by incremental contributions from the Group's ongoing
international expansion efforts.

 

Search segment

Our Search segment aims to become the leading Digital Audience Matching
platform. We match audiences and advertisers between platforms that are not
innately integrated, such as linking social media users with search ad
campaigns on leading search engines, programmatic display, and video ad
inventory.

 

The Search segment is undergoing a strategic transformation from AFD ("AdSense
For Domains") to RSOC ("Related Search On Content"). RSOC integrates
contextually aligned content with search results rather than pure ads,
responding to advertiser demand for higher-quality engagement. Early
validation is clear, with notably higher click prices. The current focus is on
refining the workflows to adapt to changes in consumer behaviour within this
new experience. As user engagement with RSOC increases, we expect margins to
align with or exceed historical levels, shifting the profitability curve of
our campaigns upward and ultimately restoring or surpassing past profit
contributions. This process will take several quarters to complete.

Gross revenue in H1 2025 was USD 132.1m (H1 2024: USD 276.5m), with net
revenue of USD 25.9m for H1 2025 (H1 2024: USD 49.2m). The number of consumer
journeys has increased by 15% from 6.1 billion for TTM H1 2024 to 7.1 billion
for TTM H1 2025. Click prices on the remaining AFD business, which still
contributed the bulk of revenue in H1 2025, continue to be under pressure due
to the new opt-in requirement for the demand (revenue) side, with RPM
decreasing by 46% from USD 88 TTM to USD 47 TTM((1)). Click prices on the
supply (cost of sales) side show high elasticity, leaving margins in line with
prior years. Adjusted EBITDA decreased to USD 8.5m (H1 2024: USD 30.9m), less
than the decrease in net revenue, showing the initial impact of organisational
streamlining within the segment, put in place as a response to changes in
Google's monetisation programmes.

 

Michael Riedl

Chief Executive Officer

((1)) Based on analysis of c.74% of the DIS segment which can be adequately
and reliably described by this KPI

((2)) Based on analysis of c.71% of the Comparison segment which can be
adequately and reliably described by this KPI

((3)) Based on analysis of c.85% of the Search segment which can be adequately
and reliably described by this KPI

 

 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME                             Unaudited    Unaudited          Audited

                                                                            Six months   Six months ended   Year ended

                                                                            ended        30 June            31 December

                                                                            30 June      2024               2024

                                                                            2025
                                                                      Note  USD m        USD m              USD m

 Revenue                                                              4     263.9        409.7              802.8
 Cost of sales                                                              (191.1)      (312.0)            (615.3)
 Net revenue/gross profit                                                   72.8         97.7               187.5
 Operating expenses                                                         (79.5)       (73.5)             (178.7)
 Share-based payment expenses                                               (0.3)        (1.3)              (0.6)
 Operating (loss)/profit                                                    (7.0)        22.9               8.2

 Adjusted EBITDA((a))                                                       24.6         46.6               91.9
 Depreciation of property, plant and equipment                              (1.4)        (1.3)              (3.0)
 Amortisation of intangible assets                                    8     (15.9)       (20.3)             (39.3)
 Impairment of intangible assets                                      8     (0.8)        -                  (36.0)
 Non-core operating expenses((b))                                     5     (7.2)        (1.6)              (7.1)
 Foreign exchange (losses)/gains                                            (6.0)        0.8                2.3
 Share-based payment expenses                                               (0.3)        (1.3)              (0.6)
 Operating (loss)/profit                                                    (7.0)        22.9               8.2

 Finance income                                                             0.5          0.6                1.2
 Finance costs                                                              (8.1)        (9.1)              (18.7)
 Net finance costs                                                    6     (7.6)        (8.5)              (17.5)
 (Loss)/profit before taxation                                              (14.6)       14.4               (9.3)
 Income tax                                                                 0.5          (4.6)              (8.4)
 (Loss)/profit after taxation                                               (14.1)       9.8                (17.7)
 Items that may be reclassified to profit or loss:
 Exchange differences on translation of foreign operations                  19.4         (5.7)              (13.0)
 (Loss)/gain arising on changes in fair value of hedging instruments        (0.4)        1.1                0.4
 Total other comprehensive income/(expense)                                 19.0         (4.6)              (12.6)
 Total comprehensive profit/(loss) for the period                           4.9          5.2                (30.3)

 Earnings per share:
 Basic (cents)                                                        7     (5.78)       3.84               (6.98)
 Diluted (cents)                                                      7     (5.78)       3.79               (6.98)
 Adjusted earnings - Basic (cents)                                    7     6.00         11.07              21.49
 Adjusted earnings - Diluted (cents)                                  7     5.93         10.92              21.22

 

 All amounts relate to continuing activities

 ((a)) Earnings before interest, tax, depreciation, amortisation and
 impairment, non-core operating expenses, foreign exchange gains and losses and
 share-based payment expenses.
 ((b)) Non-core operating expenses include items related primarily to
 acquisition, integration and other related costs, which are not incurred as
 part of the underlying trading performance of the Group, and which are
 therefore adjusted for.
 CONSOLIDATED STATEMENT OF FINANCIAL POSITION                  Unaudited               Unaudited               Audited

                                                               30 June                 30 June                 31 December 2024

                                                               2025                    2025
                          Note                     USD m                   USD m                   USD m
 ASSETS
 Non-current assets
 Property, plant and equipment                                 2.1                     2.6                     2.3
 Right-of-use assets                                           3.2                     4.7                     3.9
 Intangible assets                                 8           67.3                    118.8                   75.8
 Goodwill                                          8           219.0                   218.7                   204.7
 Other non-current assets                                      -                       0.1                     -
 Deferred tax assets                                           12.3                    14.5                    11.9
 Derivative financial instruments                              -                       0.9                     0.2
                                                               303.9                   360.3                   298.8
 Current assets
 Trade and other receivables                                   73.5                    116.4                   91.5
 Inventory                                                     0.2                     0.3                     0.2
 Current tax assets                                            1.0                     0.7                     0.8
 Cash and cash equivalents                                     76.6                    86.2                    88.3
                                                               151.3                   203.6                   180.8

 TOTAL ASSETS                                                  455.2                   563.9                   479.6

 EQUITY AND LIABILITIES
 Equity
 Share capital                                     11          0.3                     0.3                     0.3
 Merger relief reserve                                         5.3                     5.3                     5.3
 Share-based payment reserve                                   26.5                    27.4                    26.4
 Cash flow hedging reserve                                     (0.2)                   0.9                     0.2
 Foreign exchange translation reserve                          0.4                     (11.7)                  (19.0)
 Retained earnings                                             59.1                    119.7                   79.9
 Total equity                                                  91.4                    141.9                   93.1

 Non-current liabilities
 Other payables                                                6.1                     5.6                     5.2
 Lease liabilities                                             2.1                     3.2                     2.6
 Deferred tax liabilities                                      21.8                    26.9                    20.4
 Borrowings                                                    169.5                   196.7                   184.6
 Derivative financial instruments                              0.2                     -                       -
                                                               199.7                   232.4                   212.8
 Current liabilities
 Trade, other payables and accruals                            119.9                   151.1                   132.4
 Current tax liabilities                                       42.8                    36.6                    39.6
 Lease liabilities                                             1.2                     1.6                     1.4
 Borrowings                                                    0.2                     0.3                     0.3
                                                               164.1                   189.6                   173.7

 TOTAL LIABILITIES                                             363.8                   422.0                   386.5

 TOTAL EQUITY AND LIABILITIES                                  455.2                   563.9                   479.6

 

 

 

 

 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY                                                            Share- based payment reserve USD m                      Foreign exchange translation reserve                      Total

                                                                                Merger relief reserve                                       Cash flow hedging   USD m                                                     equity

                                                                Share capital   USD m                                                       Reserve USD m                                             Retained earnings   USD m

                                                                USD m                                                                                                                                 USD m
 Balance as at 1 January 2024                                   0.3             5.3                     25.7                                (0.2)               (6.0)                                 128.2               153.3
 Profit for the period                                          -               -                       -                                   -                   -                                     9.8                 9.8
 Other comprehensive income
 Translation of foreign operations                              -               -                       -                                   -                   (5.7)                                 -                   (5.7)
 Gain arising on changes in fair value of hedging transactions  -               -                       -                                   1.1                 -                                     -                   1.1
 Total comprehensive profit/(loss) for the period               -               -                       -                                   1.1                 (5.7)                                 9.8                 5.2
 Dividends paid on equity shares                                -               -                       -                                   -                   -                                     (6.4)               (6.4)
 Repurchase of shares                                           -               -                       -                                   -                   -                                     (11.9)              (11.9)
 Share-based payments                                           -               -                       0.5                                 -                   -                                     -                   0.5
 Share-based payments - deferred tax                            -               -                       1.2                                 -                   -                                     -                   1.2
 Balance as at 30 June 2024                                     0.3             5.3                     27.4                                0.9                 (11.7)                                119.7               141.9
 Loss for the period                                            -               -                       -                                   -                   -                                     (27.5)              (27.5)
 Other comprehensive income
 Translation of foreign operations                              -               -                       -                                   -                   (7.3)                                 -                   (7.3)
 Loss arising on changes in fair value of hedging instruments   -               -                       -                                   (0.7)               -                                     -                   (0.7)
 Total comprehensive loss for the period                        -               -                       -                                   (0.7)               (7.3)                                 (27.5)              (35.5)
 Dividends paid on equity shares                                -               -                       -                                   -                   -                                     (3.4)               (3.4)
 Repurchase of shares                                           -               -                       -                                   -                   -                                     (8.9)               (8.9)
 Share-based payments                                           -               -                       0.3                                 -                   -                                     -                   0.3
 Share-based payments - deferred tax                            -               -                       (1.3)                               -                   -                                     -                   (1.3)
 Balance as at 31 December 2024                                 0.3             5.3                     26.4                                0.2                 (19.0)                                79.9                93.1
 Loss for the period                                            -               -                       -                                   -                   -                                     (14.1)              (14.1)
 Other comprehensive income
 Translation of foreign operations                              -               -                       -                                   -                   19.4                                  -                   19.4
 Loss arising on changes in fair value of hedging instruments   -               -                       -                                   (0.4)               -                                     -                   (0.4)
 Total comprehensive profit/(loss) for the period               -               -                       -                                   (0.4)               19.4                                  (14.1)              4.9
 Repurchase of shares                                           -               -                       -                                   -                   -                                     (6.7)               (6.7)
 Share-based payments                                           -               -                       0.4                                 -                   -                                     -                   0.4
 Share-based payments - deferred tax                            -               -                       (0.3)                               -                   -                                     -                   (0.3)
 Balance as at 30 June 2025                                     0.3             5.3                     26.5                                (0.2)               0.4                                   59.1                91.4

 

·      Share capital represents the nominal value of the Company's
cumulative issued share capital.

·      Merger relief reserve represents the cumulative excess of the
fair value of consideration received for the issue of shares in excess of
their nominal value less attributable shares issue costs and other permitted
reductions, where the consideration for the shares in another company includes
issued shares, and 90% of the equity is held in the other company

·      Share-based payment reserve represents the cumulative value of
share-based payments, excluding related employment taxes, recognised through
equity and deferred tax assets arising thereon.

·      Cash flow hedging reserve represents the effective portion of
changes in the fair value of derivatives.

·      Foreign exchange translation reserve represents the cumulative
exchange differences arising on Group consolidation.

·      Retained earnings represents the cumulative value of the profits
not distributed to Shareholders but retained to finance the future capital
requirements of the Group.

 

 

 CONSOLIDATED STATEMENT OF CASH FLOWS                                Unaudited Year ended  Unaudited Year ended  Audited

                                                                     30 June               30 June                Year ended

                                                                     2025                  2024                  31 December

                                                                                                                 2024
                                                                     USD m                 USD m                 USD m
 Cash flow from operating activities
 (Loss)/profit before taxation                                       (14.6)                14.4                  (9.3)
 Adjustments for:
 Depreciation of property, plant and equipment                       1.4                   1.3                   3.0
 Amortisation of intangible assets                                   15.9                  20.3                  39.3
 Impairment of intangible assets                                     0.8                   -                     36.0
 Finance costs (net)                                                 7.6                   8.5                   17.5
 Share-based payments                                                0.3                   1.3                   0.6
 Decrease in trade and other receivables                             24.1                  (10.4)                24.5
 Decrease in trade and other payables and accruals                   (16.9)                1.2                   (25.7)
 Decrease/(increase) in inventories                                  0.1                   (0.1)                 -
 Exchange differences                                                1.0                   -                     -
 Cash flow inflow from operations                                    19.7                  36.5                  85.9
 Income tax paid                                                     (3.0)                 (5.1)                 (9.3)
 Net cash flow inflow from operating activities                      16.7                  31.4                  76.6

 Cash flows from investing activities
 Payments for property, plant and equipment                          (0.1)                 (0.8)                 (1.3)
 Payments for intangible assets (excluding domain names)             (3.3)                 (3.5)                 (8.3)
 Payments for intangible assets - domain names                       -                     (0.4)                 (0.5)
 Payments of deferred consideration                                  (0.2)                 (1.6)                 (4.2)
 Proceeds from disposal of subsidiary                                -                     -                     0.2
 Payments for acquisition of subsidiaries, net of cash acquired      -                     (31.8)                (31.8)
 Interest received                                                   0.5                   0.6                   1.2
 Net cash flow outflow from investing activities                     (3.1)                 (37.5)                (44.7)

 Cash flows from financing activities
 Drawdown of revolving credit facility                               34.8                  47.5                  67.5
 Repayment of revolving credit facility                              (51.6)                (17.5)                (50.0)
 Bank finance arrangement fees                                       (0.1)                 (0.1)                 (0.3)
 Payment of dividends to ordinary Shareholders                       -                     (7.2)                 (9.8)
 Bank loan capital repayments                                        (0.1)                 (0.2)                 (0.3)
 Repurchase of ordinary shares                                       (6.9)                 (12.6)                (21.2)
 Lease principal repayments                                          (0.9)                 (1.0)                 (1.9)
 Interest paid                                                       (7.8)                 (7.3)                 (16.1)
 Net cash (outflow)/inflow from financing activities                 (32.6)                1.6                   (32.1)

 Net decrease in cash and cash equivalents                           (19.0)                (4.5)                 (0.2)
 Cash and cash equivalents at beginning of the period/year           88.3                  92.7                  92.7
 Exchange gains/(losses) on cash and cash equivalents                7.3                   (2.0)                 (4.2)
 Cash and cash equivalents at end of the period/year                 76.6                  86.2                  88.3

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
1.   General information

 

Team Internet Group plc is a public company limited by shares incorporated
under the Companies Act 2006 and domiciled in England in the United Kingdom.
The Company is the UK holding company of a group of companies whose principal
activities create meaningful and successful connections from businesses to
domains, brands to consumers, publishers to advertisers, enabling everyone to
realise their digital ambitions. The Company is registered in England and
Wales. Its registered office and principal place of business is 4th Floor,
Saddlers House, 44 Gutter Lane, London EC2V 6BR.

 

2.   Basis of preparation

 

The financial results for the six months ended 30 June 2025 have been prepared
in accordance with the accounting policies outlined in the Group's 2024
statutory financial statements and comply with the disclosure requirements of
IAS 34: Interim Financial Reporting.

 

The unaudited financial results are condensed and do not comprise statutory
accounts within the meaning of section 434 of the Companies Act 2006. The
financial statements for the year ended 31 December 2024, upon which the
auditors issued an unqualified opinion, are available on the Group's website
and did not contain statements under section 498(2) or (3) of the Companies
Act 2006.

 

Going concern

The Directors have procedures in place to review the forecasts and budgets for
the going concern review period, which have been drawn up with appropriate
regard for the macroeconomic environment in which the Group operates,
particular circumstances influencing the domain name and online advertising
industry and the Group itself. These were prepared with reference to
historical and current industry knowledge, as well as contractual trading
activities and prospects that relate to the future strategy of the Group. As a
result, at the time of approving the financial statements, the Directors
consider that the Group has sufficient resources to continue in operational
existence for the foreseeable future, and that it is therefore appropriate to
adopt the going concern basis in the preparation of the financial statements.

 

As at 30 June 2025, the Group had access to over USD 154.9 million of
liquidity, comprising cash and cash equivalents of USD 76.6 million and access
to an undrawn Revolving Credit Facility (RCF) of USD 78.3 million. In
considering whether the Group's financial statements can be prepared on a
going concern basis, the Directors have reviewed the Group's business
activities together with factors likely to affect its performance, financial
position and access to liquidity, including consideration of financial
covenants.

 

The Group has net current liabilities of USD 12.8 million at 30 June 2025.
Current liabilities include USD 25.9 million of liabilities not expected to
result in a cash outflow in the foreseeable future, comprising deferred
revenue of USD 8.5 million and payments received on account from customers of
USD 17.4 million. Excluding these liabilities, the Group has net current
assets of USD 13.1 million.

 

The Directors have, after careful consideration of the factors set out above,
concluded that it is appropriate to adopt the going concern basis for the
preparation of the financial statements, and the financial statements do not
include any adjustments that would result if the going concern basis was not
appropriate.

 

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS (continued)

 

3.   Segment analysis

 

Operating segments are organised around the products and services of the
business and are prepared in a manner consistent with the internal reporting
used by the chief operating decision maker (CODM) to determine allocation of
resources to segments and to assess segmental performance. The CODM comprises
the Board of Directors. The CODM is not provided with operating segment assets
and liabilities, nor segmental cash flows arising from the operating,
investing and financing activities and therefore this is not disclosed.

 

The Group has three reporting segments, Domains, Identity & Software
(DIS), Comparison and Search. The DIS segment comprises the former Online
Presence segment and the Voluum SaaS business. The Comparison segment
comprises VGL Publishing AG and its affiliate businesses, operating product
comparison websites such as Vergleich.org. The Search segment represents the
former Online Marketing segment, less Comparison and Voluum. Previously the
reporting segments comprised Online Presence (DIS, not including Voluum) and
Online Marketing, which comprised the remainder of the Group.

 

Management reviews the activities of the Group in the segments disclosed
below:

 

                           Six months ended 30 June 2025
                           DIS        Comparison   Search    Total

                           USD m     USD m         USD m     USD m
 Revenue                   103.9     27.9          132.1     263.9
 Cost of sales             (66.0)    (18.9)        (106.2)   (191.1)
 Net revenue/gross profit  37.9      9.0           25.9      72.8
 Operating expenses        (27.2)    (3.6)         (17.4)    (48.2)
 Adjusted EBITDA           10.7      5.4           8.5       24.6

 
                           Six months ended 30 June 2024 (restated*)
                           DIS           Comparison   Search       Total

                           USD m        USD m         USD m        USD m
 Revenue                   102.0        31.2          276.5        409.7
 Cost of sales             (64.5)       (20.2)        (227.3)      (312.0)
 Net revenue/gross profit  37.5         11.0          49.2         97.7
 Operating expenses        (29.2)       (3.6)         (18.3)       (51.1)
 Adjusted EBITDA           8.3          7.4           30.9         46.6

 
                           Year ended 31 December 2024
                           DIS       Comparison   Search   Total

                           USD m    USD m         USD m    USD m
 Revenue                   202.7    63.0          537.1    802.8
 Cost of sales             (129.1)  (40.6)        (445.6)  (615.3)
 Net revenue/gross profit  73.6     22.4          91.5     187.5
 Operating expenses        (54.2)   (6.3)         (35.1)   (95.6)
 Adjusted EBITDA           19.4     16.1          56.4     91.9

 

* Certain 30 June 2024 figures are restated in line with the restatements made
in the 2024 annual report

 

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS (continued)

 
4.   Revenue

 

The Group's revenue is generated indirectly from consumers located in the
following geographical areas:

 

           Unaudited                Unaudited                Audited

           Six months ended   %     Six months ended         Year ended         %

           30 June                  30 June                  31 December 2024

           2025                     2024                     USD m

           USD m                    USD m              %
 Americas  96.2               36%   182.9              45%   349.3              44%
 EMEA      145.2              55%   198.9              48%   396.3              49%
 APAC      22.5               9%    27.9               7%    57.2               7%
           263.9              100%  409.7              100%  802.8              100%

 

The Group's revenue is invoiced directly to the following geographical areas:

 

           Unaudited                  Unaudited

            Six months ended          Six months ended

           30 June                    30 June                  Year ended

           2025                        2024                    31 December 2024

           USD m                      USD m                    USD m

                                                                                  %
 Americas  51.8                 20%   55.7               14%   114.7              14%
 EMEA      197.1                75%   339.5              83%   658.6              82%
 APAC      15.0                 5%    14.5               3%    29.5               4%
           263.9                100%  409.7              100%  802.8              100%

 

 

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS (continued)

4.   Revenue (continued)

 

On a reporting segment basis, the Group's revenue is invoiced directly to the
following geographical areas:

 

                Unaudited    %     Unaudited    %     Year ended         %

                Six months         Six months         31 December 2024

                ended              ended              USD m

                30 June            30 June

                2025               2024

                USD m              USD m
 DIS
 Americas       41.1         16%   40.8         10%   80.4               10%
 EMEA           50.7         19%   49.9         12%   99.4               12%
 APAC           12.1         4%    11.3         3%    22.9               3%
                103.9        39%   102.0        25%   202.7              25%
 Comparison
 Americas       0.3          -     0.1          -     0.2                -
 EMEA           27.2         11%   30.9         8%    62.4               8%
 APAC           0.4          -     0.2          -     0.4                -
                27.9         11%   31.2         8%    63.0               8%
 Search
 Americas       10.4         4%    14.8         3%    34.1               4%
 EMEA           119.2        45%   258.7        63%   496.8              62%
 APAC           2.5          1%    3.0          1%    6.2                1%
                132.1        50%   276.5        67%   537.1              67%
 All revenue
 Americas       51.8         20%   55.7         13%   114.7              14%
 EMEA           197.1        75%   339.5        83%   658.6              82%
 APAC           15.0         5%    14.5         4%    29.5               4%
 Total revenue  263.9        100%  409.7        100%  802.8              100%

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS (continued)

 

5.   Non-core operating expenses

 

                                           Unaudited          Unaudited    Audited

                                           Six months ended   Six months   Year ended

                                           30 June            ended         31 December

                                           2025                30 June     2024

                                           USD m              2024         USD m

                                                              USD m
 Acquisition related costs                 1.1                3.1          5.0
 Integration costs                         0.7                0.5          2.2
 Restructuring costs                       4.7                0.4          2.0
 Other costs                               0.7                -            0.3
                                           7.2                4.0          9.5
 Reassessment of contingent consideration  -                  (2.4)        (2.4)
 Non-core operating expenses               7.2                1.6          7.1

 

Other costs refer to strategic business reviews.

 

6.   Net finance costs

 

                                                                                 Unaudited          Unaudited          Audited

                                                                                 Six months ended   Six months ended   Year ended

                                                                                 30 June             30 June            31 December

                                                                                 2025               2024               2024

                                                                                 USD m              USD m              USD m
 Interest income from financial assets held for cash management purposes         0.5                0.6                1.2
 Finance income                                                                  0.5                0.6                1.2

 Interest on bank borrowings                                                     7.1                7.4                15.8
 Amortisation of arrangement fees on borrowings                                  0.8                0.7                1.4
 Impact of unwinding of discount on net present value of deferred consideration  0.1                0.4                0.5
 Interest expense on leases                                                      0.1                0.1                0.2
 Other interest                                                                  -                  0.5                0.8
 Finance costs                                                                   8.1                9.1                18.7

 

 

 

 

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS (continued)

 

7.   Earnings per share

 

Earnings per share has been calculated by dividing the consolidated
(loss)/profit after taxation attributable to ordinary Shareholders by the
weighted average number of ordinary shares in issue during the period, plus
vested options, as these options have little or no exercise price, less shares
held in treasury and by the Group's Employee Benefit Trust.

 

Diluted earnings per share has been calculated on the same basis as above,
except that the weighted average number of ordinary shares that would be
issued on the conversion of the unvested dilutive potential ordinary shares as
calculated using the treasury stock method (arising from the Group's share
option scheme) into ordinary shares has been added to the denominator. Exact
numbers have been used in the calculation of earnings per share, rather than
the rounded numbers used in the financial statements.

 

Due to the loss made in the periods ending 30 June 2025 and 31 December 2024,
the impact of the potential shares to be issued on exercise of share options
would be anti-dilutive and therefore diluted earnings per share is reported on
the same basis as basic earnings per share.

 

                                                Unaudited           Unaudited

                                                Six months ended   Six months    Audited

                                                30 June             ended       Year ended

                                                 2025              30 June      31 December

                                                USD m              2024         2024

                                                                   USD m        USD m

 (Loss)/profit after tax                        (14.1)             9.8          (17.7)
 Operating (loss)/profit                        (7.0)              22.9         8.2
 Depreciation of property, plant and equipment  1.4                1.3          3.0
 Amortisation of intangible assets              15.9               20.3         39.3
 Impairment of intangible assets                0.8                -            36.0
 Non-core operating expenses                    7.2                1.6          7.1
 Foreign exchange losses/(gains)                6.0                (0.8)        (2.3)
 Share-based payment expenses                   0.3                1.3          0.6
 Adjusted EBITDA                                24.6               46.6         91.9
 Depreciation                                   (1.4)              (1.3)        (3.0)
 Net finance costs                              (7.6)              (8.5)        (17.5)
 Current income tax                             (0.9)              (8.5)        (16.9)
 Adjusted earnings                              14.7               28.3         54.5

 Weighted average number of shares:
 Basic                                          244,297,555        255,427,532  254,098,662
 Effect of dilutive potential ordinary shares   3,034,283          3,698,751    3,210,759
 Diluted average number of shares               247,331,838        259,126,283  257,309,421
 Earnings per share:
 Basic (cents)                                  (5.78)             3.84         (6.98)
 Diluted (cents)                                (5.78)             3.79         (6.98)
 Adjusted earnings - Basic (cents)              6.00               11.07        21.49
 Adjusted earnings - Diluted (cents)            5.93               10.92        21.22

 

 

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS (continued)

 

8.   Intangible assets
                              Domain names             Customer list                                                   Intangible assets total             Intangible assets and goodwill

                              USD m                    USD m          Patents and trademarks   Intellectual property   USD m                               USD m

                                            Software                  USD m                    USD m                                            Goodwill

                                            USD m                                                                                               USD m
 Cost or deemed cost
 At 1 January 2024            47.4          65.5       103.6          10.2                     7.8                     234.5                    216.8      451.3
 Additions                    0.4           2.8        -              -                        0.7                     3.9                      -          3.9
 Acquisition of subsidiary    -             7.0        15.3           -                        4.3                     26.6                     9.3        35.9
 Exchange differences         (0.7)         (0.6)      (2.3)          -                        (0.3)                   (3.9)                    (3.8)      (7.7)
 At 30 June 2024              47.1          74.7       116.6          10.2                     12.5                    261.1                    222.3      483.4
 Additions                    0.1           4.1        -              -                        0.7                     4.9                      -          4.9
 Acquisition of subsidiary    -             -          -              -                        -                       -                        (0.7)      (0.7)
 Disposals                    -             (2.8)      -              (1.2)                    -                       (4.0)                    -          (4.0)
 Disposal of subsidiary       -             (0.2)      -              -                        -                       (0.2)                    -          (0.2)
 Exchange differences         (0.6)         (1.1)      (2.0)          (0.2)                    (0.3)                   (4.2)                    (4.9)      (9.1)
 At 31 December 2024          46.6          74.7       114.6          8.8                      12.9                    257.6                    216.7      474.3
 Additions                    -             2.9        -              -                        0.4                     3.3                      -          3.3
 Exchange differences         2.6           3.4        7.8            0.1                      1.4                     15.3                     14.5       29.8
 At 30 June 2025              49.2          81.0       122.4          8.9                      14.7                    276.2                    231.2      507.4
 Amortisation and impairment
 At 1 January 2024            19.6          38.6       58.0           3.2                      4.7                     124.1                    3.6        127.7
 Charge for the year          3.9           7.4        7.4            0.5                      1.1                     20.3                     -          20.3
 Exchange differences         (0.3)         (0.6)      (1.0)          -                        (0.2)                   (2.1)                    -          (2.1)
 At 30 June 2024              23.2          45.4       64.4           3.7                      5.6                     142.3                    3.6        145.9
 Charge for the period        4.0           7.6        6.2            0.4                      0.8                     19.0                     -          19.0
 Impairment                   -             8.9        14.0           0.7                      3.8                     27.4                     8.6        36.0
 Disposals                    -             (2.8)      -              (1.2)                    -                       (4.0)                    -          (4.0)
 Disposal of subsidiary       -             (0.1)      -              -                        -                       (0.1)                    -          (0.1)
 Exchange differences         (0.3)         (0.7)      (1.4)          -                        (0.4)                   (2.8)                    (0.2)      (3.0)
 At 31 December 2024          26.9          58.3       83.2           3.6                      9.8                     181.8                    12.0       193.8
 Charge for the period        3.9           5.8        4.8            0.4                      1.0                     15.9                     -          15.9
 Impairment                   -             -          0.7            -                        0.1                     0.8                      -          0.8
 Exchange differences         1.6           2.8        4.9            -                        1.1                     10.4                     0.2        10.6
 At 30 June 2025              32.4          66.9       93.6           4.0                      12.0                    208.9                    12.2       221.1
 Net book value
 At 1 January 2024            27.8          26.9       45.6           7.0                      3.1                     110.4                    213.2      323.6
 At 30 June 2024              23.9          29.3       52.2           6.5                      6.9                     118.8                    218.7      337.5
 At 31 December 2024          19.7          16.4       31.4           5.2                      3.1                     75.8                     204.7      280.5
 At 30 June 2025              16.8          14.1       28.8           4.9                      2.7                     67.3                     219.0      286.3

The impairment charge of USD 0.8 million in H1 2025 related to Shinez. H2 2024
included an impairment of USD 33.0 million in relation to Shinez.

( )

 

 

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS (continued)

 

9.   Financial instruments

 

The Group is exposed to market risk, credit risk and liquidity risk arising
from financial instruments. The Group's overall financial risk management
policy focusses on the unpredictability of financial markets and seeks to
minimise potential adverse effects on the Group's financial performance. The
Group does not trade in financial instruments.

 

Cash conversion was as follows:

                                                                        Unaudited         Unaudited

                                                                       Six months ended   Six months ended   Audited

                                                                        30 June            30 June           Year ended

                                                                       2025               2024                31 December

                                                                       USD m              USD m              2024

                                                                                                             USD m
 Cash conversion
 Cash flow from operations                                             19.7               36.5               85.9
 Non-core costs incurred and paid                                      7.2                2.2                11.3
 Change in working capital due to non-recurring working capital items  -                  1.9                1.9
 Adjusted cash flow from operations                                    26.9               40.6               99.1
 Adjusted EBITDA                                                       24.6               46.6               91.9
 Adjusted operating cash conversion %                                  109%               87%                108%

 

 

 

 

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS (continued)

 

9.    Financial instruments (continued)

 

Net debt is shown in the table below:

                                                                                               Debt related financial

                                                                                             Instruments
 

 
 
 

Bank debt
Cash                           Net debt

                                                                           USD m       USD m   USD m                   USD m
 At 1 January 2024                                                         (166.6)     92.7    (0.2)                   (74.1)
 Drawdown of revolving credit facility                                     (47.5)      47.5    -                       -
 Repayment of revolving credit facility                                    17.5        (17.5)  -                       -
 Capital repayments                                                        0.2         (0.2)   -                       -
 Prepaid finance costs additions                                           0.1         (0.1)   -                       -
 Amortisation of prepaid finance costs                                     (0.7)       -       -                       (0.7)
 Mark-to market revaluation                                                -           -       1.1                     1.1
 Acquisition of Shinez (initial cash consideration, net of cash acquired)  -           (31.8)  -                       (31.8)
 Other cash movements                                                      -           (2.4)   -                       (2.4)
 Foreign exchange differences                                              -           (2.0)   -                       (2.0)
 At 30 June 2024                                                           (197.0)     86.2    0.9                     (109.9)
 Drawdown of revolving credit facility                                     (20.0)      20.0    -                       -
 Repayment of revolving credit facility                                    32.5        (32.5)  -                       -
 Capital repayments                                                        0.1         (0.1)   -                       -
 Prepaid finance costs additions                                           0.2         (0.2)   -                       -
 Amortisation of prepaid finance costs                                     (0.7)       -       -                       (0.7)
 Mark-to-market revaluation                                                -           -       (0.7)                   (0.7)
 Other cash movements                                                      -           17.1    -                       17.1
 Foreign exchange differences                                              -           (2.2)   -                       (2.2)
 At 31 December 2024                                                       (184.9)     88.3    0.2                     (96.4)
 Drawdown of revolving credit facility                                     (34.8)      34.8    -                       -
 Repayment of revolving credit facility                                    51.6        (51.6)  -                       -
 Capital repayments                                                        0.1         (0.1)   -                       -
 Prepaid finance costs additions                                           0.1         (0.1)   -                       -
 Amortisation of prepaid finance costs                                     (0.8)       -       -                       (0.8)
 Mark-to-market revaluation                                                -           -       (0.4)                   (0.4)
 Other cash movements                                                      -           (2.0)   -                       (2.0)
 Foreign exchange differences                                              (1.0)       7.3     -                       6.3
 At 30 June 2025                                                           (169.7)     76.6    (0.2)                   (93.3)

The Group's RCF of USD 21.7 million (31 December 2024: USD 37.5m) is
classified as a non-current liability following the IAS 1 amendment effective
1 January 2024 (see 2024 annual report for further information). The RCF would
become repayable if the Group breaches a quarterly covenant, which are
leverage and interest cover covenants. There is no indication that the Group
will breach these covenants.

 

 

 

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS (continued)

 

10.  Business combinations

Deferred consideration payments

 

During the period a deferred consideration payment of USD 0.2 million was made
in March 2025 for the acquisition of Adrenalads LLC.

 

11.  Share buyback programme and Employee Benefit Trust

During the period, the Company repurchased 6,220,650 shares under its share
buyback programme at an average price of GBP 0.85 (USD 1.07), compared to
13,901,734 shares purchased in the year ended 31 December 2024 at GBP 1.18
(USD 1.49). These repurchased shares are held in treasury. The total value of
share repurchases for the six-month period ended 30 June 2025, including
commission on shares purchased, amounted to GBP 5.3 million (USD 6.7 million).

At 30 June 2025 the Employee Benefit Trust ("EBT") held 5,335,635 shares (31
December 2024: 5,820,086 shares, 30 June 2024: 7,532,894 shares). During 2025,
484,451 share options were exercised, 325,467 share options were forfeited and
6,000 share options expired.

The number of issued shares, shares held by the EBT and in treasury, and
outstanding share options is as follows:

                                               Unaudited     Unaudited  Unaudited     Unaudited  Audited            Audited

                                               30 June       30 June    30 June       30 June    31 December 2024   31 December 2024

                                               2025          2025       2024          2024
                                               Number        USD m      Number        USD m      Number             USD m
 Issued share capital                          273,500,000   0.3        287,900,000   0.3        273,500,000        0.3
 Shares held by the Employee Benefit Trust     (5,335,635)   -          (7,532,894)   -          (5,820,086)        -
 Shares held in treasury                       (27,318,711)  -          (29,430,795)  -          (21,098,061)       -
 Share capital                                 240,845,654   0.3        250,936,311   0.3        246,581,853        0.3
 Outstanding share options                     7,059,054     -          9,733,111     -          7,874,972          -
 Share capital plus outstanding share options  247,904,708   0.3        260,669,422   0.3        254,456,825        0.3

 

 

12.  Contingent liability

The Group has engaged with a tax authority regarding a potential withholding
tax exposure of USD 5.2 million. Based on expert advice, the risk of payment
is not considered probable but cannot be deemed remote. Accordingly, a
contingent liability is disclosed as of 30 June 2025. The timing of the
resolution remains uncertain, as it depends on when the tax authorities can
review the matter.

GLOSSARY

The Group discloses and describes a number of alternative performance measures
and terms used in these financial statements. These are listed below:

 

Adjusted earnings per share

Adjusted earnings per share ('Adjusted EPS') is stated before amortisation and
impairment, non-core operating expenses, foreign exchange gains and losses,
share-based payment expenses and deferred tax to provide a widely used metric
that provides a more appropriate measure of the ongoing and underlying
earnings per share. Deferred tax mainly relates to items adjusted for within
amortisation.

 

Adjusted EBITDA

The Group reports adjusted earnings before interest, tax, depreciation,
amortisation and impairment, non-core operating expenses, foreign exchange
gains and losses and share-based payment expenses ('Adjusted EBITDA'). This
metric is widely used by internal and external stakeholders to assess the
underlying profitability of a company.

 

Adjusted EBITDA is considered to be tax jurisdiction, capital structure,
property plant and equipment asset and intangible asset agnostic, as well as
providing a more appropriate measure of ongoing and underlying profitability.

 

Adjusted EBITDA conversion

Adjusted EBITDA conversion refers to the percentage of Net revenue that is
converted into Adjusted EBITDA in the period.

 

Adjusted operating cash conversion

Adjusted cash conversion refers to the percentage of Adjusted EBITDA that
converted into operating cash in the period. Operating cash flows are adjusted
for non-recurring working capital items, such as the settlement of acquisition
costs included within the balance sheet of acquired entities.

 

Net debt

The Group defines net debt as: gross cash, less bank debt and prepaid finance
costs, and adding/subtracting bank debt-related hedging assets/liabilities as
at the balance sheet date. The Group considers net debt an appropriate measure
to determine its overall financial position and is a widely used metric by
internal and external stakeholders to assess the solvency or liquidity of the
Group.

 

Next-generation monetisation revenue

Revenue generated from emerging monetisation models such as Related Search on
Content (RSOC) and commerce media services.

 

Non-core operating expenses

Non-core operating expenses are disclosed and described separately in the
consolidated financial statements where it is necessary to do so to provide
further understanding of the financial performance of the Group. They are
items of expense relating to projects that have been shown separately due to
the significance of their nature or amount, which are generally outside the
ordinary scope of business, are discretionary and non-recurring, and convey a
future benefit. Acquisition and integration expenses are the most relevant
items falling into this taxonomy.

 

Pro forma revenue

Non-GAAP information has been provided for period-to-period comparison of
revenue performance. Revenue for the entire comparative period is used,
irrespective of when the acquisition by the Group arose.

 

Revenue by geographical location of indirect consumer

There is a material difference between the geographical location of the
indirect consumer and the invoiced customer. The Group therefore discloses the
geographical location of both the indirect (end) consumer and the (direct)
invoiced party.

 

Revenue per domain year

Revenue generated from the sale of an internet domain divided by the licence
period (in years) of the internet domain sold.

 

Revenue per thousand sessions ('RPM')

Revenue generated for every thousand sessions or visits to a website.

 

Revenue per visitor session

Revenue generated from each visitor session to a website.

 

Top-Level Domain or 'TLD'

A top-level domain is one of the domains at the highest level in the Domain
Name System of the Internet. For example, in the domain name
'www.teaminternet.com', the top-level domain is .com

 

Value-Added Revenue

Revenue from owned and operated services provided to customers including
registry services, SaaS ad-tracking, SSL and trustees services.

 

 

 

 

 

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