("
UNAUDITED HALF YEAR RESULTS 2025
FY 25 expected to be in line with market expectations, new Partner wins accelerating at Facilisgroup
The results in HY 25 are in line with the update given in our
Commenting,
"At Brand Addition, revenue from new contract wins in 2024 partially offset softening in some existing client spend. At Facilisgroup, we are pleased with the acceleration in new Partner wins demonstrating a return on the increased sales and marketing investment in 2025. Our strong client and Partner retention rates continue, as does the cash generative qualities of the Group. The investment we have made to drive future organic growth has started to produce encouraging results. We remain confident about the Group's prospects and ability to deliver sustainable earnings growth and create shareholder value."
Financials
|
Statutory results |
HY 25 |
HY 24 |
Change |
FY 24 |
|
Revenue |
|
|
-4% |
|
|
Gross profit margin |
45.1% |
44.7% |
+0.4ppt |
44.3% |
|
Operating profit |
|
|
-12% |
|
|
Profit before tax |
|
|
-10% |
|
|
Basic earnings per share |
1.24p |
1.36p |
-9% |
3.83p |
|
Other financial highlights |
HY 25 |
HY 24 |
Change |
FY 24 |
|
Adjusted EBITDA1 |
|
|
-16% |
|
|
Net cash2 |
|
|
|
|
|
Adjusted basic earnings per share3 |
1.21p |
1.87p |
-35% |
4.63p |
|
Capital returns |
|
|
|
|
Financial highlights
|
● |
Group Revenue of |
|
● |
Gross profit margins continue to expand, up 0.4 percentage points to 45.1%, driven by improved margins at |
|
● |
Group Adjusted EBITDA of |
|
● |
Balance sheet remains strong with cash generated funding the Group's growth strategy whilst continuing to increase shareholder returns |
|
● |
To date in 2025, a total of |
Business highlights
|
● |
In Facilisgroup: |
|
|
|
● |
Revenue in USD, the home currency of the business, was in line with HY 24. In GBP, the Group's reporting currency, there was a decrease of |
|
|
● |
Successful senior appointments in technology and sales complete the leadership team, which has strengthened existing relationships and will drive product innovation and revenue growth |
|
|
● |
50% increase in new Partners (customers) added to date in 2025 compared to the same period in 2024. These 18 wins, together with a high underlying Partner retention rate results in Partner numbers being 248 as at |
|
|
● |
Gross Merchandise Value ("GMV") (+4%) and spend through our Preferred Suppliers (+1%) |
|
|
● |
Cash generation increasing as planned following completion of the capital investment programme of 2023 and 2024 |
|
● |
In |
|
|
|
● |
Revenue from 2024 new contract wins partially offsetting some softening in existing client spend due to challenging economic backdrop in which marketing budgets are being tightly held |
|
|
● |
Improving new contract wins as high client retention levels continue |
|
|
● |
Gross margin strength and disciplined cost management is supporting the Group's profitability in uncertain market conditions |
|
|
● |
Cash generative nature of the business continues |
Outlook and Post Period update
|
● |
The Board expects FY 25 results to be in line with market expectations from the assessment that sales activity from existing and new clients at |
|
● |
On |
|
● |
Today, we announce the appointment of |
|
1 |
Adjusted EBITDA means operating profit before depreciation, amortisation and share-based payment charge/credit |
|
2 |
Net cash is calculated as cash and cash equivalents less borrowings (excluding lease liabilities) |
|
3 |
Adjusted basic earnings per share ("EPS") represents Adjusted Earnings meaning profit after tax before amortisation of acquired intangible assets and share-based payment charge/credit, net of taxation, divided by the weighted average number of shares |
Presentation for Analysts and Investors
A presentation for analysts and investors with Q&A will take place at
Please register to attend via this link:
Analyst Presentation
A copy of the presentation is available on the Investors section of
Presentation for retail investors
The management team is hosting a separate online presentation for retail investors with Q&A at
Please register to attend via this link:
Retail Presentation
A recording of this presentation will be made available on the Investors section of
Enquiries:
|
|
+44 (0) 738 502 4855 |
|
Panmure Liberum (Nominated Adviser and Broker) |
+44 (0) 20 3100 2000 |
|
|
+44 (0) 207 183 1190 |
About
CHIEF EXECUTIVE OFFICER'S REVIEW
Summary of results
We are satisfied with the Group's financial performance in HY 25, against a challenging economic backdrop, achieving revenue of
The Group continues to have a strong balance sheet and our working capital cycle remains disciplined and consistent with prior years. As a result of the Group's strong cash generation, net cash at
The high cash generative qualities of the Group allow us to invest in organic growth opportunities whilst also having the option of delivering capital returns to shareholders. This was further demonstrated in
Introduction
Facilisgroup: a strategic partner that brings together powerful technology, proven processes, supply chain advantages and a connected community to empower promotional products distributors in
Revenue and profit analysis
|
|
HY 25 |
HY 24 |
FY 24 |
|
Recurring revenue |
|
|
|
|
Other revenue |
|
|
|
|
Total revenue |
|
|
|
|
Gross profit margin |
100% |
100% |
100% |
|
Adjusted EBITDA |
|
|
|
|
Adjusted EBITDA margin |
44% |
47% |
50% |
Facilisgroup revenue in USD, the home currency of the business, was in line with HY 24. In GBP, the Group's reporting currency, there was a decrease of
The income model of our recurring revenue has two elements:
|
1. |
Technology Subscription Fee: Fixed annually and paid monthly by our Partners based on the GMV in the prior calendar year; and |
|
2. |
Preferred Supplier Activity Fee: Accrued monthly and paid twice yearly by our Preferred Suppliers based upon the monthly purchases by our Partners through these contracted Preferred Suppliers. |
Revenue in HY 25 was level compared to HY 24 as like-for-like Partner GMV and the total number of Partners in 2024 were flat. Additionally, the start, stop, restart timing and quantum of tariffs in 2025 has led to less consistent income through our Preferred Supplier Activity Fee. This has been manageable albeit remains less predictable than in prior years.
Facilisgroup has a loyal Partner base providing a strong foundation from which to grow its revenues. Often management owned businesses and with an average GMV of over
Our focus on developing our technology and team has started to produce encouraging momentum. There has been an 50% increase in new Partners added to date in 2025 compared to the same period in 2024. This is a strong return on our 2025 investment into the sales team whilst simultaneously increasing our cash generation following the completion of the capital expenditure programme of 2023 and 2024.
These 18 wins, together with a high underlying Partner retention rate results in, at
GMV in HY 25 increased by 4% to
We believe that Facilisgroup is making good progress and with its leading market position is well-placed to continue to gain market share and drive value for the Group.
Revenue and profit analysis
|
|
HY 25 |
HY 24 |
FY 24 |
|
Revenue |
|
|
|
|
Gross profit |
|
|
|
|
Gross profit margin |
35.6% |
35.3% |
35.2% |
|
Adjusted EBITDA |
|
|
|
|
Adjusted EBITDA margin |
7.6% |
8.9% |
10.0% |
HY 25 revenue was
Gross margins have continued to be strong, increasing to 35.6% in HY 25 (HY 24: 35.3%, HY 23: 33.2%) reflecting the value being created by the business for its clients. Alongside this, careful cost management has resulted in EBITDA of
Most of
In the short term we are focussed on protecting our profitability through strengthening our gross margin and prudently managing our cost base. With strong client retention and good operating cash conversion, we firmly believe in the long-term growth and success of the business as market conditions improve.
As at
Environmental, Social and Governance ("ESG")
Initiatives that are grouped together under the banner of ESG remain fundamental to our Group strategy. During the first half of 2025, we have continued to embed these activities across the Group, guided by our four ESG cornerstones. At
Our governance frameworks continue to appropriately evolve in response to changing regulatory requirements, helping ensure our practices remain robust and forward-looking. Transparent reporting remains a priority, with consistent updates on ESG performance and progress delivered through our annual ESG report. Social impact also remains a key focus, with active community engagement through initiatives such as Facilis Cares and partnerships with local charities. Formal supplier meetings and events have helped raise awareness of the importance of sustainability across the Group and the need for businesses to take action to reduce environmental impact.
We remain focused on delivering meaningful outcomes and continuing to build a responsible, resilient and sustainable business.
Group outlook
The Board expects FY 25 Group results to be in line with market expectations. This is based on our latest assessment that sales activity from existing and new clients at
We are encouraged by the progress at Facilisgroup and the momentum building in our new Partner wins.
Chief Executive Officer
CHIEF FINANCIAL OFFICER'S REVIEW
HY 25 Results
|
|
HY 25 |
HY 24 |
FY 24 |
|
|
Unaudited £'m |
Unaudited £'m |
Audited £'m |
|
Revenue |
58.6 |
60.8 |
125.3 |
|
Gross profit |
26.4 |
27.2 |
55.5 |
|
Gross profit margin |
45.1% |
44.7% |
44.3% |
|
Adjusted EBITDA |
6.2 |
7.4 |
16.7 |
|
Adjusted EBITDA margin |
10.6% |
12.2% |
13.3% |
|
Depreciation and amortisation |
(3.7) |
(5.0) |
(8.6) |
|
Share-based payment credit |
0.3 |
0.8 |
0.5 |
|
Operating profit |
2.8 |
3.2 |
8.6 |
|
Net finance costs |
(0.2) |
(0.3) |
(0.5) |
|
Profit before tax |
2.6 |
2.9 |
8.1 |
|
Tax |
(0.6) |
(0.6) |
(1.7) |
|
Profit for the Period |
2.0 |
2.3 |
6.4 |
|
|
|
|
|
|
Weighted average number of shares |
161,485,073 |
166,890,909 |
166,216,248 |
|
Basic Adjusted EPS |
1.21p |
1.87p |
4.63p |
|
Basic EPS |
1.24p |
1.36p |
3.83p |
Revenue
Revenue for the Period to 30 June was
Gross profit
Gross profit as a percentage of revenue continued to increase and was 45.1% (HY 24: 44.7%). This 0.4 p.p.t increase relates principally to
Adjusted EBITDA
Adjusted EBITDA was
|
- |
Facilisgroup at |
|
- |
|
|
- |
Central costs of |
Depreciation and amortisation
The total charge for the Period was
Share-based payments
The total credit for the Period under IFRS 2 "Share-based payments" was
Operating profit
Operating profit for the Period was
Taxation
The tax charge for the Period was
Basic earnings per share
The earnings per share analysis in note 5 covers both adjusted earnings per share (profit attributable to equity shareholders before amortisation of acquired intangibles and share-based payment credit, net of taxation, divided by the weighted average number of shares in issue during the Period) and basic earnings per share (profit attributable to equity holders divided by the weighted average number of shares in issue during the Period). Adjusted earnings were
Dividends
In
Cash Flow
The Group had a cash balance of
Cash flow for the Period is set out below:
|
|
HY 25 |
HY 24 |
FY 24 |
|
|
Unaudited £'m |
Unaudited £'m |
Audited £'m |
|
Adjusted EBITDA |
6.2 |
7.4 |
16.7 |
|
Movement in working capital |
(7.2) |
(9.4) |
(1.2) |
|
Capital expenditure |
(2.3) |
(3.7) |
(6.8) |
|
Leases |
(0.8) |
(0.8) |
(1.7) |
|
Operating cash flow |
(4.1) |
(6.5) |
7.0 |
|
Tax paid |
(0.6) |
(1.6) |
(2.7) |
|
Net finance cash flows |
(0.2) |
(0.3) |
(0.4) |
|
Dividend paid |
(3.0) |
(2.0) |
(2.0) |
|
Purchase of own shares |
(2.2) |
(0.6) |
(1.4) |
|
EBT purchase of own shares |
- |
(0.1) |
(0.1) |
|
Exchange (loss)/gain |
(0.4) |
0.1 |
0.2 |
|
Net cash flow |
(10.5) |
(11.0) |
0.6 |
The outflow in working capital in the Period was
Capital expenditure in the Period was
Tax paid in the Period was
Lease payments relate to leases capitalised in accordance with IFRS 16 "Leases".
Cash and liquidity
The Group's working capital cycle is following its expected profile and Operating cash conversion continues to improve. To date in 2025 a total of
Chief Financial Officer
CONSOLIDATED INCOME STATEMENT
|
|
|
Unaudited 6 months ended 30 June 2025 |
Unaudited 6 months ended 30 June 2024 |
Audited Year ended 31 December 2024 |
|
|
Notes |
£'000 |
£'000 |
£'000 |
|
Revenue |
|
58,594 |
60,753 |
125,268 |
|
Cost of goods sold |
|
(32,166) |
(33,573) |
(69,816) |
|
Gross profit |
|
26,428 |
27,180 |
55,452 |
|
Operating expenses |
|
(23,618) |
(23,991) |
(46,829) |
|
Operating profit |
|
2,810 |
3,189 |
8,623 |
|
Analysed as: |
|
|
|
|
|
Adjusted EBITDA1 |
6 |
6,176 |
7,354 |
16,687 |
|
Depreciation |
9 |
(1,054) |
(1,127) |
(2,206) |
|
Amortisation |
8 |
(2,645) |
(3,853) |
(6,316) |
|
Share-based payment credit |
13 |
333 |
815 |
458 |
|
Total operating profit |
|
2,810 |
3,189 |
8,623 |
|
Finance expense |
|
(247) |
(281) |
(545) |
|
Profit before taxation |
|
2,563 |
2,908 |
8,078 |
|
Income tax expense |
4 |
(559) |
(640) |
(1,712) |
|
Profit for the period |
|
2,004 |
2,268 |
6,366 |
|
|
|
|
|
|
|
Basic earnings per share |
5 |
1.24p |
1.36p |
3.83p |
|
Diluted earnings per share |
5 |
1.24p |
1.36p |
3.82p |
1 Adjusted EBITDA, which is defined as operating profit before depreciation, amortisation and share-based payment credit, is a non-GAAP metric used by management and is not an IFRS disclosure.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
|
|
Unaudited 6 months ended 30 June 2025 |
Unaudited 6 months ended 30 June 2024 |
Audited Year ended 31 December 2024 |
|
|
£'000 |
£'000 |
£'000 |
|
Profit for the period |
2,004 |
2,268 |
6,366 |
|
Items that may be subsequently reclassified to profit and loss |
|
|
|
|
Currency translation differences |
(3,221) |
130 |
504 |
|
Other comprehensive (expense)/income for the period |
(3,221) |
130 |
504 |
|
Total comprehensive (expense)/income for the period |
(1,217) |
2,398 |
6,870 |
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
|
|
|
Unaudited As at 30 June 2025 |
Unaudited As at 30 June 2024 |
Audited As at 31 December 2024 |
|
|
Notes |
£'000 |
£'000 |
£'000 |
|
Assets |
|
|
|
|
|
Non-current assets |
|
|
|
|
|
Intangible assets |
8 |
59,326 |
61,070 |
61,758 |
|
Property, plant and equipment |
9 |
5,983 |
7,765 |
7,123 |
|
Deferred tax asset |
|
495 |
281 |
285 |
|
Total non-current assets |
|
65,804 |
69,116 |
69,166 |
|
Current assets |
|
|
|
|
|
Inventories |
|
16,308 |
15,472 |
12,095 |
|
Trade and other receivables |
|
34,149 |
32,595 |
30,651 |
|
Current tax asset |
|
287 |
250 |
49 |
|
Cash and cash equivalents |
|
6,003 |
4,909 |
16,459 |
|
Total current assets |
|
56,747 |
53,226 |
59,254 |
|
Total assets |
|
122,551 |
122,342 |
128,420 |
|
Liabilities |
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
Lease liability |
10 |
4,109 |
5,650 |
5,185 |
|
Deferred tax liability |
|
1,836 |
1,926 |
1,645 |
|
Total non-current liabilities |
|
5,945 |
7,576 |
6,830 |
|
Current liabilities |
|
|
|
|
|
Lease liability |
10 |
1,697 |
1,559 |
1,652 |
|
Trade and other payables |
|
29,854 |
25,708 |
28,562 |
|
Current tax liability |
|
362 |
118 |
- |
|
Total current liabilities |
|
31,913 |
27,385 |
30,214 |
|
Total liabilities |
|
37,858 |
34,961 |
37,044 |
|
Net assets |
|
84,693 |
87,381 |
91,376 |
|
Equity |
|
|
|
|
|
Share capital |
11 |
1,594 |
1,665 |
1,648 |
|
Share premium |
11 |
78,451 |
78,451 |
78,451 |
|
Own share reserve |
|
(52) |
(255) |
(251) |
|
Capital reserve |
|
206 |
135 |
152 |
|
Merger reserve |
|
(103,581) |
(103,581) |
(103,581) |
|
Translation reserve |
|
(3,922) |
(1,075) |
(701) |
|
Share-based payment reserve |
|
768 |
1,098 |
1,442 |
|
Retained earnings |
|
111,229 |
110,943 |
114,216 |
|
Total equity |
|
84,693 |
87,381 |
91,376 |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
|
|
Share capital |
Share premium |
Own share reserve |
Capital reserve |
Merger reserve |
Translation reserve |
Share-based payment reserve |
Retained earnings |
Total equity |
|
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
At 1 January 2024 |
1,675 |
78,451 |
(227) |
125 |
(103,581) |
(1,205) |
2,005 |
111,225 |
88,468 |
|
|
Profit for the period |
- |
- |
- |
- |
- |
- |
- |
2,268 |
2,268 |
|
|
Other comprehensive income for the period |
- |
- |
- |
- |
- |
130 |
- |
- |
130 |
|
|
Total comprehensive income |
- |
- |
- |
- |
- |
130 |
- |
2,268 |
2,398 |
|
|
Purchase of own shares |
(10) |
- |
- |
10 |
- |
- |
- |
(589) |
(589) |
|
|
Purchase of own shares by EBT |
- |
- |
(109) |
- |
- |
- |
- |
- |
(109) |
|
|
Employee share schemes - value of employee services |
- |
- |
81 |
- |
- |
- |
(910) |
44 |
(785) |
|
|
Deferred tax on employee share schemes |
- |
- |
- |
- |
- |
- |
3 |
- |
3 |
|
|
Dividend paid |
- |
- |
- |
- |
- |
- |
- |
(2,005) |
(2,005) |
|
|
Total transactions with owners recognised in equity |
(10) |
- |
(28) |
10 |
- |
- |
(907) |
(2,550) |
(3,485) |
|
|
At 30 June 2024 |
1,665 |
78,451 |
(255) |
135 |
(103,581) |
(1,075) |
1,098 |
110,943 |
87,381 |
|
|
Profit for the period |
- |
- |
- |
- |
- |
- |
- |
4,098 |
4,098 |
|
|
Other comprehensive income for the period |
- |
- |
- |
- |
- |
374 |
- |
- |
374 |
|
|
Total comprehensive income |
- |
- |
- |
- |
- |
374 |
- |
4,098 |
4,472 |
|
|
Purchase of own shares |
(17) |
- |
- |
17 |
- |
- |
- |
(827) |
(827) |
|
|
Employee share schemes - value of employee services |
- |
- |
4 |
- |
- |
- |
347 |
2 |
353 |
|
|
Deferred tax on employee share schemes |
- |
- |
- |
- |
- |
- |
(3) |
- |
(3) |
|
|
Total transactions with owners recognised in equity |
(17) |
- |
4 |
17 |
- |
- |
344 |
(825) |
(477) |
|
|
At 31 December 2024 |
1,648 |
78,451 |
(251) |
152 |
(103,581) |
(701) |
1,442 |
114,216 |
91,376 |
|
|
Profit for the period |
- |
- |
- |
- |
- |
- |
- |
2,004 |
2,004 |
|
|
Other comprehensive expense for the period |
- |
- |
- |
- |
- |
(3,221) |
- |
- |
(3,221) |
|
|
Total comprehensive (expense)/income |
- |
- |
- |
- |
- |
(3,221) |
- |
2,004 |
(1,217) |
|
|
Purchase of own shares |
(54) |
- |
- |
54 |
- |
- |
- |
(2,220) |
(2,220) |
|
|
Employee share schemes - value of employee services |
- |
- |
199 |
- |
- |
- |
(701) |
192 |
(310) |
|
|
Deferred tax on employee share schemes |
- |
- |
- |
- |
- |
- |
27 |
- |
27 |
|
|
Dividend paid |
- |
- |
- |
- |
- |
- |
- |
(2,963) |
(2,963) |
|
|
Total transactions with owners recognised in equity |
(54) |
- |
199 |
54 |
- |
- |
(674) |
(4,991) |
(5,466) |
|
|
At 30 June 2025 |
1,594 |
78,451 |
(52) |
206 |
(103,581) |
(3,922) |
768 |
111,229 |
84,693 |
|
The Group has an Employee Benefit Trust (EBT) to administer share plans and to acquire shares, using funds contributed by the Group, to meet commitments to employee share schemes. At 30 June 2025, the EBT held 94,225 shares (30 June 2024: 458,382, 31 December 2024: 453,187 shares).
CONSOLIDATED CASH FLOW STATEMENT
|
|
|
Unaudited 6 months ended 30 June 2025 |
Unaudited 6 months ended 30 June 2024 |
Audited Year ended 31 December 2024 |
|
||
|
|
Notes |
£'000 |
£'000 |
£'000 |
|
||
|
Profit before taxation |
|
2,563 |
2,908 |
8,078 |
|
||
|
Adjustments for: |
|
|
|
|
|
||
|
Depreciation |
9 |
1,054 |
1,127 |
2,206 |
|
||
|
Amortisation |
8 |
2,645 |
3,853 |
6,316 |
|
||
|
Share-based payment credit |
13 |
(333) |
(815) |
(458) |
|
||
|
Finance expense |
|
247 |
281 |
545 |
|
||
|
Cash flows from operating activities before changes in working capital |
|
6,176 |
7,354 |
16,687 |
|
||
|
Change in inventories |
|
(4,433) |
(3,645) |
(285) |
|
||
|
Change in trade receivables |
|
(4,631) |
(2,561) |
(635) |
|
||
|
Change in trade payables |
|
1,867 |
(3,184) |
(293) |
|
||
|
Cash flows (used in)/from operating activities |
|
(1,021) |
(2,036) |
15,474 |
|
||
|
Income taxes paid |
|
(571) |
(1,593) |
(2,655) |
|
||
|
Net cash flows (used in)/from operating activities |
|
(1,592) |
(3,629) |
12,819 |
|
||
|
Cash flows from investing activities |
|
|
|
|
|
||
|
Purchase of property, plant and equipment |
9 |
(100) |
(194) |
(203) |
|
||
|
Purchase of intangible assets |
8 |
(2,226) |
(3,491) |
(6,559) |
|
||
|
Net cash flows used in investing activities |
|
(2,326) |
(3,685) |
(6,762) |
|
||
|
Cash flows from financing activities |
|
|
|
|
|
||
|
Lease payments - capital |
|
(805) |
(810) |
(1,702) |
|
||
|
Lease payments - interest |
|
(159) |
(188) |
(357) |
|
||
|
Interest paid |
|
(34) |
(42) |
(86) |
|
||
|
Dividend paid |
7 |
(2,963) |
(2,005) |
(2,005) |
|
||
|
Share-based payments - cash-settled |
|
- |
(7) |
(7) |
|
||
|
Purchase of own shares |
11 |
(2,220) |
(589) |
(1,416) |
|
||
|
Purchase of own shares by EBT |
11 |
- |
(109) |
(109) |
|
||
|
Net cash flows used in financing activities |
|
(6,181) |
(3,750) |
(5,682) |
|
||
|
Net cash flows |
|
(10,099) |
(11,064) |
375 |
|
||
|
Cash and cash equivalents at beginning of period |
|
16,459 |
15,898 |
15,898 |
|||
|
Effects of exchange rate changes |
|
(357) |
75 |
186 |
|
||
|
Cash and cash equivalents at end of period |
|
6,003 |
4,909 |
16,459 |
|
||
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
1. GENERAL INFORMATION
The principal activity of The Pebble Group plc (the "Company") is that of a holding company and the principal activity of the Company and its subsidiaries (the "Group") is the sale of technology solutions, products and related services to the promotional merchandise industry. The Group has two segments: Brand Addition; and Facilisgroup. For Brand Addition, this is the sale of promotional products internationally, to many of the world's best-known brands. For Facilisgroup, this is the provision of digital technology, consolidated buying power and community learning and networking events to SME promotional product distributors in North America, its Partners, through subscription-based services.
The Company was incorporated on 27 September 2019 in the United Kingdom and is a public company limited by shares registered in England and Wales. The registered office of the Company is Broadway House, Trafford Wharf Road, Trafford Park, Manchester, England M17 1DD. The Company registration number is 12231361.
2. BASIS OF PREPARATION
These Condensed consolidated interim financial statements of the Group are for the 6 months ended 30 June 2025. They have been prepared on the basis of the accounting policies set out in the 2024 annual financial statements and in accordance with the requirements of UK-adopted IAS 34 "Interim Financial Reporting".
The Condensed consolidated interim financial statements are unaudited and do not comprise statutory accounts within the meaning of Section 434 of the Companies Act 2006. They should be read in conjunction with the Group's 2024 Annual report and financial statements which were prepared in accordance with UK-adopted international accounting standards in conformity with the requirements of the Companies Act 2006. The 2024 Annual report and financial statements have been filed with the Registrar of Companies. The auditors' report on those accounts was unqualified, did not contain an emphasis of matter paragraph and did not contain a statement under Section 498 of the Companies Act 2006.
The Condensed consolidated interim financial statements are presented in the Group's functional currency of Sterling and all values are rounded to the nearest thousand (£'000) except when otherwise indicated.
Accounting Policies
The accounting policies adopted in the preparation of the Condensed consolidated interim financial statements are consistent with those followed in the preparation of the Group's annual financial statements for the year ended 31 December 2024 as described in the Group's Annual report and financial statements for that year and as available on the Group's website (www.thepebblegroup.com).
Taxation
Taxes on income in the interim periods are accrued using management's best estimate of the weighted average annual tax rate that would be applicable to expected total annual earnings.
Forward looking statements
Certain statements in this report are forward looking with respect to the operations, strategy, performance, financial condition and growth opportunities of the Group. The terms "expect", "anticipate", "should be", "will be", "is likely to", and similar expressions, identify forward-looking statements. Although the Board believes that the expectations reflected in these forward-looking statements are reasonable, by their nature these statements are based on assumptions and are subject to a number of risks and uncertainties. Actual events could differ materially from those expressed or implied by these forward-looking statements. Factors which may cause future outcomes to differ from those foreseen in forward-looking statements include, without limitation: general economic conditions and business conditions in the Group's markets, customers' expectations and behaviours, supply chain developments, technology changes, the actions of competitors, exchange rate fluctuations and legislative, fiscal and regulatory developments. Information contained in these financial statements relating to the Group should not be relied upon as a guide to future performance.
Alternative performance measures
Throughout the report, we refer to a number of alternative performance measures (APMs). APMs are used internally by management to assess the operating performance of the Group. These are non-GAAP measures and so other entities may not calculate these measures in the same way and hence are not directly comparable. The APMs that are not recognised under UK-adopted international accounting standards are:
· Adjusted EBTIDA;
· Adjusted operating profit;
· Adjusted profit before tax;
· Adjusted earnings; and
· Adjusted earnings per share (note 5).
A reconciliation of the APMs can be found in note 6.
The Board considers that the above APMs provide useful information for stakeholders on the underlying trends and performance of the Group and facilitate meaningful year-on-year comparisons.
Key risks and uncertainties
The Group has in place a structured risk management process which identifies key risks and uncertainties along with their associated mitigants. The key risks and uncertainties that could affect the Group's medium-term performance and the factors that mitigate those risks are set out in the Group's Annual Report which can be found on the Group's website (www.thepebblegroup.com). These have not substantially changed in the period.
Going Concern statement
The Group meets its day-to-day working capital requirements through its own cash balances and committed banking facilities. The Group has a £10m Revolving Credit Facility to February 2029. In assessing the appropriateness of adopting the going concern basis in the preparation of these financial statements, the Directors have prepared cash flow forecasts and projections up to 31 December 2026.
The forecasts and projections, which the Directors consider to be prudent, have been further sensitised by applying reductions to revenue growth and margin, to consider a severe but plausible downside. Under both the base and sensitised case, the Group is expected to have headroom against covenants, which are based on interest cover and net leverage, and a sufficient level of financial resources available through existing facilities when the future funding requirements of the Group are compared with the level of committed available facilities. Based on this, the Directors are satisfied that the Group has adequate resources to continue in operational existence for at least 12 months from the date of signing the financial statements. For this reason, they continue to adopt the going concern basis in preparing the consolidated interim financial statements.
3. SEGMENTAL ANALYSIS
The Chief Operating Decision Maker (CODM) has been identified as the Executive Directors. The Directors have determined that the operating segments, based on these financial statements, are: Brand Addition; Facilisgroup; and Central operations.
Segment information about the above businesses is presented below.
Income statement for the 6 months ended 30 June 2025
|
|
Brand Addition |
Facilisgroup |
Central operations |
Total Group |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
|
Revenue |
49,995 |
8,599 |
- |
58,594 |
|
Cost of goods sold |
(32,166) |
- |
- |
(32,166) |
|
Gross profit |
17,829 |
8,599 |
- |
26,428 |
|
Operating expenses |
(15,505) |
(6,744) |
(1,369) |
(23,618) |
|
Operating profit/(loss) |
2,324 |
1,855 |
(1,369) |
2,810 |
|
Analysed as: |
|
|
|
|
|
Adjusted EBITDA |
3,821 |
3,755 |
(1,400) |
6,176 |
|
Depreciation |
(759) |
(252) |
(43) |
(1,054) |
|
Amortisation |
(851) |
(1,794) |
- |
(2,645) |
|
Share-based payment credit |
113 |
146 |
74 |
333 |
|
Total operating profit/(loss) |
2,324 |
1,855 |
(1,369) |
2,810 |
|
Finance expense |
(132) |
(28) |
(87) |
(247) |
|
Profit/(loss) before taxation |
2,192 |
1,827 |
(1,456) |
2,563 |
|
Income tax (expense)/income |
(479) |
(398) |
318 |
(559) |
|
Profit/(loss) for the period |
1,713 |
1,429 |
(1,138) |
2,004 |
Due to the timing on the delivery of orders, the Brand Addition segment of The Pebble Group plc traditionally raises a higher number of invoices in the period July to December which results in The Pebble Group plc's performance being weighted to the second half of the year.
All the above revenues are generated from contracts with customers.
Income statement for the 6 months ended 30 June 2024
|
|
Brand Addition |
Facilisgroup |
Central operations |
Total Group |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
|
Revenue |
51,852 |
8,901 |
- |
60,753 |
|
Cost of goods sold |
(33,573) |
- |
- |
(33,573) |
|
Gross profit |
18,279 |
8,901 |
- |
27,180 |
|
Operating expenses |
(14,809) |
(7,910) |
(1,272) |
(23,991) |
|
Operating profit/(loss) |
3,470 |
991 |
(1,272) |
3,189 |
|
Analysed as: |
|
|
|
|
|
Adjusted EBITDA |
4,559 |
4,245 |
(1,450) |
7,354 |
|
Depreciation |
(793) |
(294) |
(40) |
(1,127) |
|
Amortisation |
(671) |
(3,182) |
- |
(3,853) |
|
Share-based payment credit |
375 |
222 |
218 |
815 |
|
Operating profit/(loss) |
3,470 |
991 |
(1,272) |
3,189 |
|
Finance expense |
(157) |
(30) |
(94) |
(281) |
|
Profit/(loss) before taxation |
3,313 |
961 |
(1,366) |
2,908 |
|
Income tax (expense)/income |
(729) |
(211) |
300 |
(640) |
|
Profit/(loss) for the period |
2,584 |
750 |
(1,066) |
2,268 |
Income statement for the year ended 31 December 2024
|
|
Brand Addition |
Facilisgroup |
Central operations |
Total Group |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
|
Revenue |
107,673 |
17,595 |
- |
125,268 |
|
Cost of goods sold |
(69,816) |
- |
- |
(69,816) |
|
Gross profit |
37,857 |
17,595 |
- |
55,452 |
|
Operating expenses |
(29,979) |
(14,125) |
(2,725) |
(46,829) |
|
Operating profit/(loss) |
7,878 |
3,470 |
(2,725) |
8,623 |
|
Analysed as: |
|
|
|
|
|
Adjusted EBITDA |
10,771 |
8,760 |
(2,844) |
16,687 |
|
Depreciation |
(1,612) |
(552) |
(42) |
(2,206) |
|
Amortisation |
(1,499) |
(4,817) |
- |
(6,316) |
|
Share-based payment credit |
218 |
79 |
161 |
458 |
|
Total operating profit/(loss) |
7,878 |
3,470 |
(2,725) |
8,623 |
|
Finance expense |
(292) |
(60) |
(193) |
(545) |
|
Profit/(loss) before taxation |
7,586 |
3,410 |
(2,918) |
8,078 |
|
Income tax expense |
(1,094) |
(597) |
(21) |
(1,712) |
|
Profit/(loss) for the year |
6,492 |
2,813 |
(2,939) |
6,366 |
Statement of financial position as at 30 June 2025
|
|
Brand Addition |
Facilisgroup |
Central operations |
Total Group |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
|
Assets |
|
|
|
|
|
Non-current assets |
|
|
|
|
|
Intangible assets |
38,334 |
20,992 |
- |
59,326 |
|
Property, plant and equipment |
3,849 |
1,949 |
185 |
5,983 |
|
Deferred tax asset |
276 |
67 |
152 |
495 |
|
Total non-current assets |
42,459 |
23,008 |
337 |
65,804 |
|
Current assets |
|
|
|
|
|
Inventories |
16,308 |
- |
- |
16,308 |
|
Trade and other receivables |
28,284 |
5,432 |
433 |
34,149 |
|
Current tax asset |
- |
- |
287 |
287 |
|
Cash and cash equivalents |
4,431 |
1,142 |
430 |
6,003 |
|
Total current assets |
49,023 |
6,574 |
1,150 |
56,747 |
|
Total assets |
91,482 |
29,582 |
1,487 |
122,551 |
|
Liabilities |
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
Lease liability |
2,513 |
1,492 |
104 |
4,109 |
|
Deferred tax liability |
163 |
1,673 |
- |
1,836 |
|
Total non-current liabilities |
2,676 |
3,165 |
104 |
5,945 |
|
Current liabilities |
|
|
|
|
|
Lease liability |
1,361 |
284 |
52 |
1,697 |
|
Trade and other payables |
27,480 |
1,934 |
440 |
29,854 |
|
Current tax liability |
105 |
257 |
- |
362 |
|
Total current liabilities |
28,946 |
2,475 |
492 |
31,913 |
|
Total liabilities |
31,622 |
5,640 |
596 |
37,858 |
|
Net assets |
59,860 |
23,942 |
891 |
84,693 |
Statement of financial position as at 30 June 2024
|
|
Brand Addition |
Facilisgroup |
Central operations |
Total Group |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
|
Assets |
|
|
|
|
|
Non-current assets |
|
|
|
|
|
Intangible assets |
38,602 |
22,468 |
- |
61,070 |
|
Property, plant and equipment |
4,863 |
2,632 |
270 |
7,765 |
|
Deferred tax asset |
171 |
- |
110 |
281 |
|
Total non-current assets |
43,636 |
25,100 |
380 |
69,116 |
|
Current assets |
|
|
|
|
|
Inventories |
15,472 |
- |
- |
15,472 |
|
Trade and other receivables |
27,067 |
5,298 |
230 |
32,595 |
|
Current tax asset |
(67) |
- |
317 |
250 |
|
Cash and cash equivalents |
3,435 |
994 |
480 |
4,909 |
|
Total current assets |
45,907 |
6,292 |
1,027 |
53,226 |
|
Total assets |
89,543 |
31,392 |
1,407 |
122,342 |
|
Liabilities |
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
Lease liability |
3,579 |
1,921 |
150 |
5,650 |
|
Deferred tax liability |
- |
1,926 |
- |
1,926 |
|
Total non-current liabilities |
3,579 |
3,847 |
150 |
7,576 |
|
Current liabilities |
|
|
|
|
|
Lease liability |
1,228 |
282 |
49 |
1,559 |
|
Trade and other payables |
23,386 |
1,807 |
515 |
25,708 |
|
Current tax liability |
(192) |
310 |
- |
118 |
|
Total current liabilities |
24,422 |
2,399 |
564 |
27,385 |
|
Total liabilities |
28,001 |
6,246 |
714 |
34,961 |
|
Net assets |
61,542 |
25,146 |
693 |
87,381 |
Statement of financial position as at 31 December 2024
|
|
Brand Addition |
Facilisgroup |
Central operations |
Total Group |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
|
Assets |
|
|
|
|
|
Non-current assets |
|
|
|
|
|
Intangible assets |
38,593 |
23,165 |
- |
61,758 |
|
Property, plant and equipment |
4,522 |
2,373 |
228 |
7,123 |
|
Deferred tax asset |
187 |
- |
98 |
285 |
|
Total non-current assets |
43,302 |
25,538 |
326 |
69,166 |
|
Current assets |
|
|
|
|
|
Inventories |
12,095 |
- |
- |
12,095 |
|
Trade and other receivables |
24,649 |
5,726 |
276 |
30,651 |
|
Current tax asset |
10 |
39 |
- |
49 |
|
Cash and cash equivalents |
11,435 |
1,207 |
3,817 |
16,459 |
|
Total current assets |
48,189 |
6,972 |
4,093 |
59,254 |
|
Total assets |
91,491 |
32,510 |
4,419 |
128,420 |
|
Liabilities |
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
Lease liability |
3,269 |
1,788 |
128 |
5,185 |
|
Deferred tax liability |
- |
1,645 |
- |
1,645 |
|
Total non-current liabilities |
3,269 |
3,433 |
128 |
6,830 |
|
Current liabilities |
|
|
|
|
|
Lease liability |
1,311 |
292 |
49 |
1,652 |
|
Trade and other payables |
25,935 |
1,954 |
673 |
28,562 |
|
Total current liabilities |
27,246 |
2,246 |
722 |
30,214 |
|
Total liabilities |
30,515 |
5,679 |
850 |
37,044 |
|
Net assets |
60,976 |
26,831 |
3,569 |
91,376 |
4. INCOME TAX EXPENSE
The income tax expense for the 6 months ended 30 June 2025 is based upon management's best estimate of the weighted average annual tax rate expected for the full year ending 31 December 2025. The income tax expense is lower than the standard rate of 25% due to tax relief that the Group is claiming in relation to qualifying research and development costs it incurs in the US. The income tax expense for the year ended 31 December 2024 was also lower than the standard rate of 25% due to tax relief for research and development costs.
5. EARNINGS PER SHARE
Basic earnings per share are calculated by dividing the earnings attributable to equity shareholders by the weighted average number of Ordinary Shares in issue during the period.
For diluted earnings per share, the weighted average number of Ordinary Shares in issue is adjusted to assume conversion of all potentially dilutive Ordinary Shares. The Company has potentially dilutive Ordinary Shares arising from share options granted to employees.
Options are dilutive under the Group Sharesave Plan (SAYE) where the exercise price together with the future IFRS 2 charge of the option is less than the average market price of the Company's Ordinary Shares during the period. Options under The Pebble Group plc Long Term Incentive Plan (LTIP), as defined by IFRS 2, are contingently issuable shares and are therefore only included within the calculation of diluted earnings per share if the performance conditions are satisfied at the end of the reporting period, irrespective of whether this is the end of the vesting period or not.
The impact of the potentially dilutive share options issued under the LTIP on 28 March 2023 and 26 March 2024 and the SAYE on 25 April 2023 and 11 October 2024 is: nil for the 6 months ended 30 June 2025 (6 months ended 30 June 2024: nil, year ended 31 December 2024: 0.01p) in respect of statutory earnings per share; and nil for the 6 months ended 30 June 2025 (6 months ended 30 June 2024: 0.01p, year ended 31 December 2024: 0.01p) in respect of adjusted earnings per share.
The calculation of basic earnings per share is based on the following data:
Statutory earnings per share
|
|
Unaudited 6 months ended 30 June 2025 |
Unaudited 6 months ended 30 June 2024 |
Audited Year ended 31 December 2024 |
|
Earnings (£'000) |
|
|
|
|
Earnings for the purposes of basic and diluted earnings per share being profit for the period attributable to equity shareholders |
2,004 |
2,268 |
6,366 |
|
Number of shares |
|
|
|
|
Weighted average number of shares for the purposes of basic earnings per share |
161,485,073 |
166,890,909 |
166,216,248 |
|
Weighted average dilutive effects of conditional share awards |
60,156 |
424,313 |
441,975 |
|
Weighted average number of shares for the purposes of diluted earnings per share |
161,545,229 |
167,315,222 |
166,658,223 |
|
Earnings per Ordinary Share |
|
|
|
|
Basic earnings per Ordinary Share (pence) |
1.24 |
1.36 |
3.83 |
|
Diluted earnings per Ordinary Share (pence) |
1.24 |
1.36 |
3.82 |
Adjusted earnings per share
The calculation of adjusted earnings per share is based on the after-tax adjusted profit after adding back certain costs as detailed in the table in note 6. Adjusted earnings per share figures are given to exclude the effects of amortisation of acquired intangible assets and share-based payment credit, all net of taxation, and are considered to show the underlying performance of the Group.
|
|
Unaudited 6 months ended 30 June 2025 |
Unaudited 6 months ended 30 June 2024 |
Audited Year ended 31 December 2024 |
|
Earnings (£'000) |
|
|
|
|
Earnings for the purposes of basic and diluted adjusted earnings per share being adjusted earnings |
1,953 |
3,116 |
7,693 |
|
Number of shares |
|
|
|
|
Weighted average number of shares for the purposes of basic adjusted earnings per share |
161,485,073 |
166,890,909 |
166,216,248 |
|
Weighted average dilutive effects of conditional share awards |
60,156 |
424,313 |
441,975 |
|
Weighted average number of shares for the purposes of diluted adjusted earnings per share |
161,545,229 |
167,315,222 |
166,658,223 |
|
Adjusted earnings per Ordinary Share |
|
|
|
|
Basic adjusted earnings per Ordinary Share (pence) |
1.21 |
1.87 |
4.63 |
|
Diluted adjusted earnings per Ordinary Share (pence) |
1.21 |
1.86 |
4.62 |
6. ALTERNATIVE PERFORMANCE MEASURES
Throughout the consolidated interim financial statements, we refer to a number of alternative performance measures (APMs). A reconciliation of the APMs used are shown below.
Adjusted EBTIDA
|
|
Unaudited 6 months ended 30 June 2025 |
Unaudited 6 months ended 30 June 2024 |
Audited Year ended 31 December 2024 |
|
|
£'000 |
£'000 |
£'000 |
|
Operating profit |
2,810 |
3,189 |
8,623 |
|
Add back/(deduct): |
|
|
|
|
Depreciation |
1,054 |
1,127 |
2,206 |
|
Amortisation |
2,645 |
3,853 |
6,316 |
|
Share-based payment credit |
(333) |
(815) |
(458) |
|
Adjusted EBITDA |
6,176 |
7,354 |
16,687 |
Adjusted operating profit
|
|
Unaudited 6 months ended 30 June 2025 |
Unaudited 6 months ended 30 June 2024 |
Audited Year ended 31 December 2024 |
|
|
£'000 |
£'000 |
£'000 |
|
Operating profit |
2,810 |
3,189 |
8,623 |
|
Add back/(deduct): |
|
|
|
|
Amortisation charge on acquired intangible assets |
265 |
1,847 |
2,113 |
|
Share-based payment credit |
(333) |
(815) |
(458) |
|
Adjusted operating profit |
2,742 |
4,221 |
10,278 |
Adjusted profit before tax
|
|
Unaudited 6 months ended 30 June 2025 |
Unaudited 6 months ended 30 June 2024 |
Audited Year ended 31 December 2024 |
|
|
£'000 |
£'000 |
£'000 |
|
Profit before tax |
2,563 |
2,908 |
8,078 |
|
Add back/(deduct): |
|
|
|
|
Amortisation charge on acquired intangible assets |
265 |
1,847 |
2,113 |
|
Share-based payment credit |
(333) |
(815) |
(458) |
|
Adjusted profit before tax |
2,495 |
3,940 |
9,733 |
Adjusted earnings
|
|
Unaudited 6 months ended 30 June 2025 |
Unaudited 6 months ended 30 June 2024 |
Audited Year ended 31 December 2024 |
|
|
£'000 |
£'000 |
£'000 |
|
Profit for the period attributable to equity shareholders |
2,004 |
2,268 |
6,366 |
|
Add back/(deduct): |
|
|
|
|
Amortisation charge on acquired intangible assets |
265 |
1,847 |
2,113 |
|
Share-based payment credit |
(333) |
(815) |
(458) |
|
Tax effect of the above |
17 |
(184) |
(328) |
|
Adjusted earnings |
1,953 |
3,116 |
7,693 |
7. DIVIDENDS PAID AND PROPOSED
|
|
Unaudited 6 months ended 30 June 2025 |
Unaudited 6 months ended 30 June 2024 |
Audited Year ended 31 December 2024 |
|
|
£'000 |
£'000 |
£'000 |
|
Declared and paid during the period |
|
|
|
|
Final dividend for 2024 of 1.85p per share (2023: 1.2p per share) |
2,963 |
2,005 |
2,005 |
|
Proposed for approval at AGM (not recognised in the period) |
|
|
|
|
Final dividend for 2024 of 1.85p per share |
- |
- |
2,963 |
As per the Trust Deed, the EBT waived its entitlement to the dividend on the shares held of 94,225 shares.
8. INTANGIBLE ASSETS
|
|
Goodwill |
Customer relationships |
Software and development costs |
Work in progress |
Total |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
Cost |
|
|
|
|
|
|
At 1 January 2024 |
35,964 |
10,768 |
28,880 |
6,677 |
82,289 |
|
Additions |
- |
- |
145 |
3,346 |
3,491 |
|
Disposals |
- |
- |
(14) |
- |
(14) |
|
Reclassifications |
- |
- |
3,315 |
(3,315) |
- |
|
Exchange differences |
25 |
78 |
(43) |
40 |
100 |
|
At 30 June 2024 |
35,989 |
10,846 |
32,283 |
6,748 |
85,866 |
|
Additions |
- |
- |
334 |
2,734 |
3,068 |
|
Disposals |
- |
- |
(8) |
- |
(8) |
|
Reclassifications |
- |
- |
2,263 |
(2,263) |
- |
|
Exchange differences |
26 |
86 |
(87) |
41 |
66 |
|
At 31 December 2024 |
36,015 |
10,932 |
34,785 |
7,260 |
88,992 |
|
Additions |
- |
- |
139 |
2,087 |
2,226 |
|
Reclassifications |
- |
- |
4,455 |
(4,455) |
- |
|
Exchange differences |
(262) |
(830) |
(1,818) |
(467) |
(3,377) |
|
At 30 June 2025 |
35,753 |
10,102 |
37,561 |
4,425 |
87,841 |
|
Accumulated amortisation |
|
|
|
|
|
|
At 1 January 2024 |
- |
2,799 |
18,183 |
- |
20,982 |
|
Charge for the period |
- |
271 |
3,582 |
- |
3,853 |
|
Disposals |
- |
- |
(14) |
- |
(14) |
|
Exchange differences |
- |
20 |
(45) |
- |
(25) |
|
At 30 June 2024 |
- |
3,090 |
21,706 |
- |
24,796 |
|
Charge for the period |
- |
266 |
2,197 |
- |
2,463 |
|
Disposals |
- |
- |
(8) |
- |
(8) |
|
Exchange differences |
- |
30 |
(47) |
- |
(17) |
|
At 31 December 2024 |
- |
3,386 |
23,848 |
- |
27,234 |
|
Charge for the period |
- |
265 |
2,380 |
- |
2,645 |
|
Exchange differences |
- |
(262) |
(1,102) |
- |
(1,364) |
|
At 30 June 2025 |
- |
3,389 |
25,126 |
- |
28,515 |
|
Net book value |
|
|
|
|
|
|
At 31 December 2023 |
35,964 |
7,969 |
10,697 |
6,677 |
61,307 |
|
At 30 June 2024 |
35,989 |
7,756 |
10,577 |
6,748 |
61,070 |
|
At 31 December 2024 |
36,015 |
7,546 |
10,937 |
7,260 |
61,758 |
|
At 30 June 2025 |
35,753 |
6,713 |
12,435 |
4,425 |
59,326 |
Within software and development costs, the amortisation charge for the 6 months ended 30 June 2025 includes £nil (6 months ended 30 June 2024: £1,576,000, year ended 31 December 2024: £1,576,000) in respect of acquired intangible assets. The 6 months ended 30 June 2024 includes a charge of £1,260,000 (year ended 31 December 2024: £950,000) which was accelerated to align the useful lives of certain acquired intangible assets with those that are internally generated.
The Group tests annually for impairment at the year end, or more frequently if there are indicators that goodwill might be impaired. There were no such indicators as at 30 June 2025.
9. PROPERTY, PLANT AND EQUIPMENT
|
|
Fixtures and fittings |
Computer hardware |
Right-of-use assets |
Total |
||||
|
|
£'000 |
£'000 |
£'000 |
£'000 |
||||
|
Cost |
|
|
|
|
||||
|
At 1 January 2024 |
3,682 |
2,873 |
13,443 |
19,998 |
||||
|
Additions |
79 |
115 |
404 |
598 |
||||
|
Disposals |
- |
- |
(497) |
(497) |
||||
|
Exchange differences |
6 |
(10) |
(18) |
(22) |
||||
|
At 30 June 2024 |
3,767 |
2,978 |
13,332 |
20,077 |
||||
|
Additions |
- |
23 |
455 |
478 |
||||
|
Disposals |
(1) |
(103) |
(63) |
(167) |
||||
|
Exchange differences |
(6) |
(12) |
(28) |
(46) |
||||
|
At 31 December 2024 |
3,760 |
2,886 |
13,696 |
20,342 |
||||
|
Additions |
8 |
92 |
54 |
154 |
||||
|
Disposals |
- |
(21) |
- |
(21) |
||||
|
Exchange differences |
(168) |
(124) |
(388) |
(680) |
||||
|
At 30 June 2025 |
3,600 |
2,833 |
13,362 |
19,795 |
||||
|
Accumulated depreciation |
|
|
|
|
||||
|
At 1 January 2024 |
2,837 |
1,644 |
7,211 |
11,692 |
||||
|
Charge for the period |
131 |
233 |
763 |
1,127 |
||||
|
Disposals |
- |
- |
(497) |
(497) |
||||
|
Exchange differences |
5 |
(5) |
(10) |
(10) |
||||
|
At 30 June 2024 |
2,973 |
1,872 |
7,467 |
12,312 |
||||
|
Charge for the period |
128 |
229 |
722 |
1,079 |
||||
|
Disposals |
(1) |
(103) |
(63) |
(167) |
||||
|
Exchange differences |
11 |
(10) |
(6) |
(5) |
||||
|
At 31 December 2024 |
3,111 |
1,988 |
8,120 |
13,219 |
||||
|
Charge for the period |
116 |
180 |
758 |
1,054 |
||||
|
Disposals |
- |
(21) |
- |
(21) |
||||
|
Exchange differences |
(142) |
(93) |
(205) |
(440) |
||||
|
At 30 June 2025 |
3,085 |
2,054 |
8,673 |
13,812 |
||||
|
Net book value |
|
|
|
|
||||
|
At 31 December 2023 |
845 |
1,229 |
6,232 |
8,306 |
||||
|
At 30 June 2024 |
794 |
1,106 |
5,865 |
7,765 |
||||
|
At 31 December 2024 |
649 |
898 |
5,576 |
7,123 |
||||
|
At 30 June 2025 |
515 |
779 |
4,689 |
5,983 |
||||
|
|
|
|
|
|
||||
Right-of-use assets - net book value
|
|
Unaudited As at 30 June 2025 |
Unaudited As at 30 June 2024 |
Audited As at 31 December 2024 |
|
|
£'000 |
£'000 |
£'000 |
|
Leasehold property |
4,223 |
5,506 |
5,112 |
|
Fixtures and fittings |
340 |
177 |
393 |
|
Computer hardware |
126 |
182 |
71 |
|
Total right-of-use assets - net book value |
4,689 |
5,865 |
5,576 |
10. LEASES
Amounts recognised in the consolidated statement of financial position
In addition to the right-of-use assets included within note 9, the consolidated statement of financial position shows the following amounts relating to leases:
Lease liability
|
|
Unaudited As at 30 June 2025 |
Unaudited As at 30 June 2024 |
Audited As at 31 December 2024 |
|
|
£'000 |
£'000 |
£'000 |
|
Maturity analysis - contractual undiscounted cash flows: |
|
|
|
|
Less than one year |
1,927 |
1,862 |
1,998 |
|
Between one and five years |
4,091 |
5,416 |
5,046 |
|
More than five years |
295 |
724 |
504 |
|
Total undiscounted lease liability at period end |
6,313 |
8,002 |
7,548 |
|
Finance expense |
(507) |
(793) |
(711) |
|
Total discounted lease liability at period end |
5,806 |
7,209 |
6,837 |
|
Current |
1,697 |
1,559 |
1,652 |
|
Non-current |
4,109 |
5,650 |
5,185 |
|
|
5,806 |
7,209 |
6,837 |
Amounts recognised in the consolidated income statement
The consolidated income statement shows the following amounts relating to leases:
|
|
Unaudited 6 months ended 30 June 2025 |
Unaudited 6 months ended 30 June 2024 |
Audited Year ended 31 December 2024 |
|
|
£'000 |
£'000 |
£'000 |
|
Depreciation charge - leasehold property |
644 |
700 |
1,330 |
|
Depreciation charge - fixtures and fittings |
89 |
36 |
129 |
|
Depreciation charge - computer hardware |
25 |
27 |
26 |
|
|
758 |
763 |
1,485 |
|
Interest expense (within finance expense) |
159 |
188 |
357 |
11. SHARE CAPITAL
The authorised, issued and fully paid number of shares are set out below.
|
|
Ordinary Shares 2025 |
Share capital |
Share premium |
|
|
Number |
£ |
£ |
|
Ordinary Shares of 1p each: |
|
|
|
|
At 1 January 2024 |
167,450,893 |
1,674,509 |
78,451,312 |
|
Purchase of own shares |
(985,256) |
(9,853) |
- |
|
At 30 June 2024 |
166,465,637 |
1,664,656 |
78,451,312 |
|
Purchase of own shares |
(1,689,283) |
(16,892) |
- |
|
At 31 December 2024 |
164,776,354 |
1,647,764 |
78,451,312 |
|
Purchase of own shares |
(5,405,908) |
(54,059) |
- |
|
At 30 June 2025 |
159,370,446 |
1,593,705 |
78,451,312 |
In May 2024, the Group commenced a share buyback programme to repurchase up to £5 million of its own shares. During the 6 months ended 30 June 2025, 5,405,908 Ordinary Shares with a total nominal value of £54,059 were bought back by the Company for a total consideration, including transaction costs, of £2.2 million, charged to retained earnings (6 months ended 30 June 2024: 985,256 Ordinary Shares with a total nominal value of £9,853 for a total consideration, including transaction costs of £0.6 million). The Company subsequently cancelled these shares which resulted in a reduction in share capital of £54,059 (6 months ended 30 June 2024: £9,853, year ended 31 December 2024: £26,745), with a corresponding increase in the capital reserve. The share buyback programme concluded on 3 June 2025.
In the 6 months ended 30 June 2025, shares held in the EBT were used to satisfy the exercise of 358,962 LTIP options. The EBT did not sell any shares and the remaining 94,225 shares are held by the Trust.
12. FINANCIAL INSTRUMENTS
The fair values of all financial instruments included in the consolidated statement of financial position are a reasonable approximation of their carrying values.
13. SHARE-BASED PAYMENTS
In the 6 months ended 30 June 2025, the Group operated equity-settled share-based payment plans.
The Group recognised a total credit of £333,000 in respect of share-based payment transactions for the 6 months ended 30 June 2025 (6 months ended 30 June 2024: £815,000, year ended 31 December 2024: £458,000). The credit in the current year arose due to the reversal of costs previously charged relating to the non-market performance conditions of the options granted under the 2024 Long Term Incentive Plans.
14. SUBSEQUENT EVENTS
On 11 August 2025, the Company completed a tender offer to repurchase and cancel 10,655,737 of its ordinary shares at a price of 61 pence per Ordinary Share, pursuant to the terms and conditions set forth in the offer documents. The total consideration, including transaction costs associated with the tender offer was £6.8 million.
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