Half-year Report

AUCTION TECHNOLOGY GROUP PLC

INTERIM RESULTS FOR THE SIX MONTHS ENDED 31 MARCH 2025

ROBUST FINANCIAL PERFORMANCE WITH STRATEGIC GROWTH INITIATIVES ON TRACK

London, United Kingdom, 15 May 2025 - Auction Technology Group plc ("ATG", "the Company", "the Group") (LON: ATG), operator of world-leading marketplaces for curated online auctions, today announces its unaudited financial results for the six months ended 31 March 2025. 

Financial results

Financial highlights

· Revenue up 3.4% to $89.0m, driven by strong uptake of value-added services and stabilisation in Gross Merchandise Value2 ("GMV"), with marketplace revenue up 4%.

· Adjusted EBITDA up 8% to $38.5m, with adjusted EBITDA margin of 43% up 1ppt, driven by revenue growth and lower administrative expenses.

· Operating profit up 43% to $15.0m, driven by higher adjusted EBITDA, lower share-based payments charge and no exceptional costs in the period. Operating profit margin of 17% (HY24: 12%).

· Adjusted diluted earnings per share of 19.0c, up 14% driven by the increase in adjusted EBITDA and lower net finance costs due to a reduced debt balance and a lower effective interest rate; basic earnings per share of 5.7c compared to 5.3c in HY24.

· Strong cash generated by operations of $38.3m (HY24: $27.6m). Adjusted net debt/adjusted EBITDA ratio of 1.3x, down from 1.4x at FY24 year end.

· $40m share repurchase programme launched.

Operational highlights

· Stabilised GMV: GMV (excluding real estate) of $1.7bn, up 1%, primarily driven by continued stabilisation in I&C end markets and a small improvement in the A&A sector. Group conversion rate2 (excluding real estate) was broadly flat at 25%. Positive GMV especially noteworthy against the current macro backdrop.

· Take rate expansion: Group take rate2 (excluding real estate) up 0.1ppt to 4.6%, driven by continued growth in all three value-added services (auctioneer paid-for digital marketing, "atgAMP", shipping, "atgShip" and payments, "atgPay"). Value-added services revenue up 14%.

· Executed on strategic initiatives: Strong execution against all product and operational initiatives including release of single-upload feature on cross-listing solution, "atgXL", in March. Promising initial results from investments to improve the bidder experience.

· Proactive and disciplined capital allocation: Successful debt refinance, resulting in reduced debt costs and enhanced financial flexibility. Commencement of share repurchase programme.

· Strengthened leadership team: Added depth and experience with appointment of two new executives and two new non-executive directors, with skills required to enhance ATG's ability to deliver the next stage of growth.

John-Paul Savant, Chief Executive Officer of Auction Technology Group plc, said:

"ATG delivered a robust first half performance and made good progress on strategic initiatives, despite the challenging macroeconomic backdrop. For auctioneers, we are making it easier to engage with more relevant bidders through atgAMP, whilst also helping them to sell more, with less effort, through atgXL. We are also making it easier for bidders to buy unique curated auction items on our marketplaces through the expansion of atgShip, as well as through investments to improve search and discovery."

"The momentum behind these strategic programmes, along with our increasingly diversified revenue base, positions us well to navigate ongoing market uncertainty. What's more, these investments strengthen the virtuous circle and network effects of our platform, further cementing our leading position. The successful refinancing of our debt facilities in February underlines our financial flexibility to pursue both organic and inorganic growth opportunities as they arise."

Current trading and outlook

Trading during the first five months of FY25 was strong. Activity levels slowed in March due to uncertainty in our underlying markets as trade buyers and consumers paused some activity to take stock of the global macroeconomic volatility. Trading subsequently stabilised in April.

The evolving macroeconomic and geopolitical landscape, along with US tariffs, may create both tailwinds and headwinds for ATG, making the near future difficult to predict. Multiple factors indicate a potential rise in the demand for and price of used I&C assets. Conversely, a slower growth environment may have a modest impact on the demand for mid-to-lower priced vintage A&A items.

During the HY25 period, ATG has executed well on all the product, commercial, and operational initiatives set out at FY24 results, which has been demonstrated by both the strong value-added services growth and revenue growing ahead of the market. We maintain our full year guidance for revenue growth in the range of 4-6% and for adjusted EBITDA margin of between 45% to 46%, and will both monitor and adapt to the underlying markets as uncertainties are resolved.

Webcast presentation

There will be a webcast presentation this morning at 9.30am. Please contact [email protected] if you would like to attend.

For further information, please contact:

About Auction Technology Group plc

Auction Technology Group plc ("ATG") is the operator of world-leading marketplaces and auction services for curated online auctions, seamlessly connecting bidders from around the world to approximately 4,000 trusted auction houses across two major sectors: Industrial & Commercial ("I&C") and Arts & Antiques ("A&A").

The Group powers eight online marketplaces and listing sites using its proprietary auction platform technology, hosting in excess of 88,000 live and timed auctions each year and facilitating the sale of approximately 24 million secondary goods items. ATG has offices in the UK, North America, Germany and Mexico.

CAUTIONARY STATEMENT The announcement may contain forward-looking statements. These statements may relate to (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses or future prospects, and (ii) developments, expansion or business and management strategies of the Company. Forward-looking statements are identified by the use of such terms as "believe", "could", "should", "envisage", "anticipate", "aim", "estimate", "potential", "intend", "may", "plan", "will" or variations or similar expressions, or the negative thereof. Any forward-looking statements contained in this announcement are based on current expectations and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements. If one or more of these risks or uncertainties materialise, or if underlying assumptions prove incorrect, the Company's actual results may vary materially from those expected, estimated or projected. No representation or warranty is made that any forward-looking statement will come to pass. Any forward-looking statements speak only as at the date of this announcement. The Company and its directors expressly disclaim any obligation or undertaking to publicly release any update or revisions to any forward-looking statements contained in this announcement to reflect any change in events, conditions or circumstances on which any such statements are based after the time they are made, other than in accordance with its legal or regulatory obligations (including under the UK Listing Rules and the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority). Nothing in this announcement shall exclude any liability under applicable laws that cannot be excluded in accordance with such laws.

LEI Number: 213800U8Q9K2XI3WRE39

1. The Group provides alternative performance measures ("APMs") which are not defined or specified under the requirements of UK-adopted International Accounting Standards. We believe these APMs provide readers with important additional information on our business and aid comparability. We have included a comprehensive list of the APMs in note 3 to the Condensed Consolidated Interim Financial Statements, with definitions, an explanation of how they are calculated, why we use them and how they can be reconciled to a statutory measure where relevant.

2. Refer to glossary for full definition of the terms. KPIs have been updated to exclude real estate, given the distortive nature of volatile, low take rate real estate auctions. HY25 GMV including real estate for was $1.7bn, the conversion rate was 26% and the take rate including real estate was 4.5%.

CEO REVIEW

ATG delivered a solid first-half performance, marked by revenue growth in line with our guidance, strong execution against product and operational initiatives and a strengthened financial position. Revenue growth was primarily driven by the strong performance of value-added services, with revenues up 14%, alongside modest growth in commission revenue. The continued growth of value-added services highlights ATG's opportunity to grow revenue per transaction, whilst also demonstrating the crucial role that these services play in increasing revenue for auctioneers as well as enhancing the online experience for bidders.

Given the previously flagged distortive nature of volatile, low-take-rate real estate auctions, for FY25 onwards we are excluding real estate from headline KPIs1. In the first half of FY25, GMV across the Group stabilised, increasing 1% to $1.7bn. In I&C, GMV grew 2% supported by more stable used asset prices post the normalisation in the prior year and steady auction activity levels. As expected, the A&A market remained soft, with GMV down 1%, although this was a small improvement relative to the trend in FY24. The Group's conversion rate was broadly flat at 25%, with year-on-year movements impacted by changes in the asset mix listed across our marketplaces, including a higher proportion of lots listed that typically achieve lower conversion rates.

Making it easier for auctioneers to reach bidders

In HY25, ATG made good progress against all product and operational initiatives to connect buyers and sellers on our marketplaces more effectively. On the auctioneer side, we made it easier for auctioneers to target bidders, boost engagement and get the highest value for their lots, through atgAMP and atgXL.

For atgAMP, we focused on maximising the value of our extensive portfolio of marketing assets by repackaging assets into compelling tiered offers for auction houses. This included discounted entry-level packages for new auctioneers, as well as 'expansion' packages on Proxibid that enable auctioneers to promote their sales across multiple ATG platforms and on our network of partner sites through the atg Partner Network. We also extended the network, welcoming a new partner site in both A&A and I&C, providing additional streams of one-way traffic. Average marketing spend per auctioneer increased significantly in HY25, including by 27% on Proxibid and 17% on Bidspotter.com, whilst spend per campaign also increased across the majority of marketplaces. In the second half, we are promoting these packages, launching new video and mobile advertising options, as well as updating pricing on selected products. 

The development and roll out of atgXL, our cross-listing solution, also progressed well. We launched a single-upload feature in March, at the end of the period, which allows an auctioneer to seamlessly manage and upload their auction catalogue from a single seller portal and then list that inventory across multiple ATG marketplaces and on an ATG white label. Following the launch of the single-upload feature, adoption of atgXL accelerated significantly, with GMV cross-listed in March more than doubling the average monthly run rate of the prior five months. Auctioneer uptake was supported by sustained strong asset price uplifts from cross-listing, averaging at around 10%. atgXL also sets the ATG white label apart as the only solution that allows auctioneers to maintain their own brand identity while tapping into the broader bidder base of an aggregator marketplace for timed auctions. In the second half, we are focused on ramping atgXL supported by the single-upload feature, as well as growing ATG white label, including through extending the product offering with the launch of atgXL for live auctions.

Enhancing the bidder experience

On the bidder side, we improved the user experience through the expansion of atgShip. atgShip grew strongly supported by the launch of an "eLabel" solution, which enables auctioneers to package items in house, creating a lower priced shipping option which is available for a higher amount of auction inventory. Over 500 auctioneers were onboarded on atgShip by the end of March, with over 30% of US listed items eligible for shipping and over 4,500 lots shipped through atgShip in March. Given still relatively low penetration rates, as well as the introduction of a shipping mandate in April which requires US based auctioneers to offer atgShip as a delivery solution, we see a strong runway for shipping revenue in the medium term. atgPay continued to deliver growth in HY25, underpinned by gradually increasing adoption, with atgPay processing 65% of US Gross Transaction Value on LiveAuctioneers in the half.

We invested to make it easier for casual browsers of online auctions to become active buyers. On LiveAuctioneers, this has included an easier bidding onboarding process, which significantly increased the auction registration rate for new joiners, as well as testing the automatic approval of trusted bidders earlier in the bid process, resulting in a 10% increase in bids placed during the trial period. We tested a new recommendation model, that resulted in an over 60% increase in click throughs from expired lot pages to relevant lot listings, as well as developed ways to improve the visibility of user's saved searches on the marketplaces, since we know customers who use the search feature have a significantly higher chance of placing a bid. We are also in the early stages of developing AI models that will automate the prediction of lot categories and corresponding attributes for auctioneers during the auction set up process, and therefore also help to significantly improve the search experience for bidders.

Successful refinancing and share repurchase programme

In February, we successfully refinanced our Senior Term Loan and Revolving Credit Facility ("RCF") and entered a new $200m RCF with a syndicate of five leading banks. The refinancing has strengthened our capital structure, enhanced our financial flexibility and extended the maturity of our debt, whilst also securing more cost-efficient funding with the new facility priced at a lower rate. In March we launched our inaugural share repurchase programme for up to a maximum amount of $40m. The programme is one of three pillars of our capital allocation policy which prioritises enhancing growth of the business, both organically and through select inorganic opportunities as they arise, whilst maintaining an appropriate level of liquidity headroom and returning excess capital to shareholders where appropriate.

Leadership appointments to support growth

Following the announcement made in October 2024, Tom Hargreaves left ATG at the end of February 2025. I would like to reiterate my thanks to Tom for his extensive contributions during his eight years at ATG and wish him the best in the next phase of his career. I also very much look forward to welcoming Sarah Highfield who joins ATG as CFO today. Sarah has over 15 years of listed and private company experience as Chief Financial Officer, Chief Executive and in other senior financial leadership positions, as well as having significant non-executive experience. I am also delighted to welcome Lakshimi Duraivenkatesh as our new CTO who joined ATG in April. Lakshimi brings extensive experience in two-sided marketplaces having been at eBay for 19 years. I was also pleased to welcome both Andrew Miller and Sejal Amin to the Board of ATG with both Andrew and Sejal providing extensive experience in running finance and technology organisations respectively in two-sided marketplaces. Finally, I would like to thank Morgan Siegler, who resigned from the Board in December 2024 following the share sale by TA Associates, for his partnership and for his significant contributions to ATG as a Board member. With key leadership positions now recruited for, we are well placed to deliver the next stage of growth together, capitalising on the leadership team's in-depth industry knowledge and technical expertise.

Summary

In summary, our investments in shipping, digital marketing, cross-listing, and more recently in search and discovery, all significantly simplify the auction process for auctioneers - helping them run auctions more efficiently and maximize their returns. At the same time, they enhance the bidder experience by making it easier to find relevant inventory, place bids, complete payments, and receive unique secondary items. In the second half, we will continue to execute on these initiatives, helping to drive GMV and enhance our market positioning. Therefore, while the macroeconomic backdrop is volatile and uncertain, ATG remains well positioned with good momentum from each of our strategic programmes.

John-Paul Savant

Chief Executive Officer

1 A reconciliation of KPIs for I&C including real estate can be found in the Financial Review.

FINANCIAL REVIEW

Group presentation of results

The financial results for HY25 are presented for the six months ended 31 March 2025.

Revenue

Group

Group revenue increased 3.4% year-on-year to $89.0m, driven by 4% growth in marketplace revenue. On a constant currency basis, revenue also grew 3.2%. Marketplace revenue was driven by the growth in value-added services revenue in both A&A and I&C resulting in a 0.1ppt expansion of the Group take rate to 4.6%. The recovery in GMV also supported revenue growth with commission revenue up 1% year-on-year. As expected, growth was partially offset by declines in Auction Services. Revenue growth was stronger in the first five months of FY25, with some deceleration in activity in March largely impacted by global macroeconomic volatility.

Arts & Antiques

A&A revenue increased 4% to $46.2m, driven by continued growth in all three value-added services which resulted in a 0.3ppt increase in the take rate (excluding ESN) to 9.8% as well as growth from EstateSales.NET ("ESN"). As expected, value-added services growth offset continued softness in A&A GMV, with GMV down 1% to $0.4bn, although this was an improving trend relative to the prior year. A&A THV grew 3% to $2.9bn, however, consistent with previous trends, growth was driven by assets listed on our sites which typically have lower conversion rates. As a result, the mix of assets listed had a dilutive impact on the A&A conversion rate which declined by less than 1 ppt to 14%. ESN continued to perform well driven by a robust estate sales end market as well as continued progress on other strategic initiatives including cross-listing.

Industrial & Commercial

I&C revenue increased 5% to $37.0m, driven by the recovery in I&C GMV, with GMV2 up 2% to $1.3bn as well as the continued growth in value-added services. GMV growth was driven by stable auction activity as well as the stabilisation of used asset prices in many categories. Reflecting the improved end market, I&C THV2 increased 3% to $3.7bn, whilst the conversion rate2 was broadly flat at 34%, with an impact year-on-year from the mix of assets listed on our marketplaces. A decrease in real estate auctions, which tend to be volatile in nature, was a headwind to I&C revenue. Value-added services growth remained strong, contributing to the expansion in the I&C take rate2 which increased 0.1ppt to 2.9%.

Auction Services

Auction Services revenue of $4.0m declined 9%, driven by the impact from our strategic decision to focus on our marketplace integrated cross-listing product, resulting in the cessation of new customer additions to our stand-alone white label product, whilst also resulting in the churn from a limited number of international customers in Auction Services who do not use our marketplaces. Performance of the Auction Services business was slightly ahead of our expectations following the strategic repositioning of the business in FY24.

Content

Content revenue was flat at $1.8m, or down 5% at constant currency as expected, driven by declining print advertising volumes.

Financial performance

Operating profit

The Group reported an operating profit of $15.0m compared to $10.5m in the prior period, driven by an increase in revenue and lower administrative expenses, which partly offset higher cost of sales.

Gross profit was broadly flat year-on-year at $58.1m, with the gross margin down 2ppt, as growth in higher-margin marketing and commission revenue was offset by an increase in the internally generated software amortisation charge and an increase in payroll costs.

Administrative expenses decreased by $3.1m to $42.4m driven by a lower share-based payment expense of $2.8m (HY24: $4.6m) partly related to changes to Senior Management, as well as benefiting from no operating exceptional costs in the half (HY24: $0.8m). Amortisation of acquired intangible assets of $16.1m was in line with the prior year (HY24: $16.1m). Excluding the impact from amortisation of acquired assets, share-based payments and exceptional costs, administrative expenses of $23.5m were $0.4m lower than the prior period due to lower marketing costs and one-off costs in HY24, which offset the impact of higher performance related payments in HY25. Operating profit also benefited from a $1.2m decrease in level of expected credit losses, which largely related to the strategic refocus in the Auction Services segment in the prior year.

Adjusted EBITDA

Adjusted EBITDA definitions and reconciliations to the reported results are presented in note 3 of the Condensed Consolidated Interim Financial Statements.

Adjusted EBITDA increased from $35.7m in HY24 to $38.5m driven by revenue growth and an improvement in the adjusted EBITDA margin by 1ppt to 43%. The improvement in the adjusted EBITDA margin was due to revenue growth as well as lower administrative costs year-on-year, excluding items not included in our adjusted EBITDA definition.

Net finance costs

Net finance costs of $6.1m compared to $7.4m in HY24. Finance costs include $1.0m of exceptional costs related to the refinancing of our Senior Loan Facility as well a $0.4m non-cash foreign exchange loss related to intergroup balances (HY24: $0.6m loss). Excluding these impacts, finance costs decreased by $2.0m to $4.9m benefiting from a lower effective interest rate of 7% (HY24: 8%) driven by a c.1ppt reduction in the Secured Overnight Financing Rate ("SOFR"), a lower applicable margin and a lower average loan balance year-on-year. In the half, the Group repaid $9.0m of the old Senior Term Facility in December, before repaying the entire facility in February 2025 and then entering into the New Senior Facilities Agreement (the "SFA 2029") which comprises a multi-currency revolving credit facility ("the RCF") for $200m. In the period $119.6m was drawn on the RCF. Further details of the refinance are included in the cash flow and net debt section of this review and in note 11 of the Condensed Consolidated Interim Financial Statements. Other finance costs of $0.3m (HY24: $0.6m) include non-exceptional commitment fees and loan origination amortisation on our old Senior Facility as well as the impact from a movement in the deferred consideration in the prior year. Finance income of $0.2m primarily relates to interest income in the year (HY24: $0.2m).

Profit before tax

After the impact of lower net finance costs year-on-year, the Group reported a profit before tax of $8.9m (HY24: $3.1m).

Taxation

The overall tax expense for the period was $1.9m (HY24: $3.4m tax credit) and is based on tax on profit offset by adjustments including a prior year tax adjustment for a refund due. In HY24, tax on profit was offset by a $2.9m deferred tax credit on unrealised foreign exchange differences and a $1.2m credit from foreign exchange differences on US dollar denominated intra-group balances which are not taxable for US tax purposes. The intra-group loan which gave rise to the foreign exchange differences was redenominated at the end of FY24, and therefore from this date there is no longer any foreign exchange exposure on this loan or associated impact to the tax charge. The Group's effective tax rate for HY25 of 21% (HY24: 109%) is lower than the UK tax rate due to the prior year adjustment credit.

The tax rate on adjusted earnings of 19% (HY24: 19%) reflects the UK corporate tax rate of 25%, our primary tax jurisdiction, and includes the benefit of deductible goodwill. The Group is committed to paying its fair share of tax and manages tax matters in line with the Group's Tax Strategy, which is approved by the Board and is published on our website www.auctiontechnologygroup.com.

Earnings per share and adjusted earnings per share

Basic and diluted earnings per share was 5.7c compared to 5.3c in HY24, as the increase in profit before tax was partially offset by a tax expense compared to a tax credit in HY24. The weighted average number of shares in issue during the period, excluding Treasury shares was 123.1m (HY24: 122.6m shares), with the increase year-on-year driven by the impact of vested equity incentive awards, partially offset by an inaugural share repurchase programme which commenced on 4 March 2025. In the half, the Group repurchased 999,082 shares which are held as Treasury shares.

Adjusted diluted earnings per share was 19.0c compared to 16.6c in HY24 and is based on profit after tax adjusted to exclude share-based payment expense, exceptional items (operating and finance costs), amortisation of acquired intangible assets and any related tax effects. The increase year-on-year is largely due to the increase in adjusted EBITDA, lower net finance costs and a broadly flat effective tax rate, partially offset by an increase in the weighted average number of ordinary shares and dilutive options (diluted weighted average shares 124.3m, HY24: 123.6m). A reconciliation of the Group's diluted earnings per share to adjusted diluted earnings per share is set out in note 3.

Foreign currency impact

The Group's reported performance is sensitive to movements in both the pound sterling and the euro against the US dollar with a mix of revenues included in the table below.

The average HY25 exchange rate of US dollar against the pound weakened by 1.6% and strengthened by 1.9% against the euro compared to HY24, as shown in the table below.

The weakening of the US dollar against the pound sterling over the six months has given rise to a gain of $0.8m on assets held and $4.0m on the external dollar loan. A net loss of $4.8m has been recognised in the foreign currency reserve.

Statement of financial position

Overall net assets as at 31 March 2025 decreased by $0.7m to $678.7m since 30 September 2024. Total assets decreased by $9.3m, driven by the amortisation of intangible assets of $20.1m and a $4.2m decrease in goodwill due to foreign exchange movements, partially offset by additions to internally developed software of $5.7m, a $4.1m increase in cash and cash equivalents held for the share repurchase programme which began in March 2025 and a $3.3m increase in a current tax asset, which includes a refund of $1.9m treated as a prior year adjustment credit. On 31 March 2025, management undertook an impairment indicator test and determined a full impairment assessment should be performed for the Auction Services cash generating unit. Based on the assessment it was concluded that no impairment was required as at 31 March 2025, however, the Auction Services cash generating units had limited headroom and was sensitive to a movement in any one of the key assumptions. Refer to note 9 for further details.

Total liabilities decreased by $8.6m to $167.8m, primarily due to the refinancing resulting in a reduction in loans and borrowings of $4.1m, a decrease in deferred tax liabilities of $3.9m largely driven by the unwind of the capitalised intangible assets and an increase in US tax losses.

Cash flow and adjusted net debt

The Group generated $38.3m cash from operations, an increase from the prior period (HY24: $27.7m), driven by revenue growth, lower administrative expenses and a negligible movement in working capital. In line with our guidance, expenditure on additions to internally generated software increased from $5.0m in HY24 to $5.7m and largely related to investment in atgXL and our technology platform consolidation. Cash expenditure on interest and tax payments totalled $17.8m (HY24: $15.1m).

On 17 February 2025, the Group announced that it had successfully completed the refinancing of its Senior Term Loan and Revolving Credit Facilities and entered a new $200m RCF with a syndicate of five banks. The new facility has a four-year term, with a one-year extension option, and replaced the previous facilities which were due to mature in 2026. The refinancing enhances the Group's financial flexibility and extends the maturity of its debt. The new facility is initially priced at a margin of 200bps over the SOFR, which represents a reduction compared to the previous facilities. The Group repaid $122.6m and received proceeds of $119.6m on loans and borrowings in the half. The refinancing incurred an exceptional cash cost of $2.3m comprised of the arrangement fee and advisor costs, which will be amortised over a four-year period.

On 4 March 2025, the Group commenced the share repurchase programme of its ordinary shares of 0.01 pence each up to a maximum aggregate consideration of $40m. The programme is to be executed during the period from March 2025 until the date of the Company's next Annual General Meeting, expected to be held in January 2026. The Company's capital allocation policy prioritises enhancing growth of the business, both organically and through select inorganic opportunities as they arise, whilst maintaining an appropriate level of liquidity headroom and returning excess capital to shareholders where appropriate. The cash expense on the share repurchase programme was $7.6m in HY25.

As a result of the cash generation, refinancing and share repurchase programme, adjusted net debt as at 31 March 2025 was $106.5m, down from $114.7m as at 30 September 2024. As at 31 March 2025, the Group had cash and cash equivalents excluding restricted cash of $10.9m and borrowings of $117.4m (31 March 2024: cash and cash equivalents excluding restricted cash $5.6m and borrowings of $147.2m). The adjusted net debt/adjusted EBITDA ratio was 1.3x as at 31 March 2025 versus 1.4x as at 30 September 2024.

The Group's adjusted free cash flow was $32.5m (HY24: $27.7m) and had a conversion rate of 84% (HY24: 77%). The increase in the adjusted free cash flow conversion reflects higher cash generated from operations, offset by a slightly higher spend on additions to internally generated software.

Reconciliation of adjusted EBITDA to adjusted free cash flow

Risk and uncertainties

The Board retains ultimate responsibility for the Group's Risk Management Framework and continues to undertake ongoing monitoring to review the effectiveness of the Framework and ensure the principal risks of the Group are being appropriately mitigated in line with its risk appetite. The principal risks and uncertainties which could impact the Group for the remainder of the current financial year remain those detailed on pages 38 to 40 of the 2024 Annual Report available at www.auctiontechnologygroup.com.

A summary of the risks is included as follows:

1. IT infrastructure - stability and business continuity of auction platforms

2. Product - inability to keep pace with innovation and changes

3. Cyber threat and data security

4. Competition

5. Failure to deliver expected benefits from acquisitions and/or integrate the business into the Group effectively

6. Attracting and retaining skills/capabilities and succession planning

7. Regulatory compliance

8. Governance and internal control

9. Economic and geo-political uncertainty

The Directors note that the global geopolitical outlook suggests continuing potential for short-term volatility and instability across markets. A number of these risks and uncertainties could have an impact on the Group's performance over the remaining six months of the financial year and could cause actual results to differ from expected and historical results.

Post balance sheet events

There were no post balance sheet events.

Related parties

Related party disclosures are detailed in note 14.

Going concern

In assessing the appropriateness of the going concern assumption, the Directors have considered the ability of the Group to meet the debt covenants and maintain adequate liquidity through the forecast period. The Group's forecasts and projections, taking account of reasonably possible changes in trading performance, show that the Group is able to operate comfortably within the level of its current facilities and meet its debt covenant obligations. For further details see note 1.

Sensitivities have been modelled to understand the impact of the various risks outlined above on the Group's performance and the Group's debt covenants/cash headroom, including consideration of a reasonable downside scenario. Given the current demand for services across the Group at the date of this report, the assumptions in these sensitivities, when taking into account the factors set out above, are considered to be unlikely to lead to a debt covenant breach or liquidity issues under both scenarios.

After making enquiries, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence until at least 30 June 2026 and therefore it remains appropriate to continue to adopt the going concern basis in preparing the financial information.

John-Paul Savant

Chief Executive Officer

2I&C GMV including real estate decreased 13% to $1.3bn. I&C THV including real estate decreased 4% to $3.8bn. I&C conversion rate including real estate decreased 4ppt to 34% and I&C take rate including real estate increased 0.5ppt to 2.9%.

Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income or Loss

for the six months ended 31 March 2025

(1) The HY24 comparatives have been restated to separate net impairment loss on trade receivables and contract assets from administrative expenses, as detailed in note 1.

The above results are derived from continuing operations.

Condensed Consolidated Statement of Financial Position

as at 31 March 2025

(1) The reported comparatives have been restated to reflect a prior year misstatement in relation to deferred tax and goodwill arising from the LiveAuctioneers acquisition on 1 October 2021. Full details are provided in note 1.

(2) The HY24 comparatives have been restated to separately disclose contract assets and contract liabilities to be in line with reported results for the year ended 30 September 2024, as detailed in note 1.

Condensed Consolidated Statement of Changes in Equity

for the six months ended 31 March 2025

for the six months ended 31 March 2024 (restated)

(1) The reported comparatives have been restated to reflect a prior year misstatement, as detailed in note 1.

Condensed Consolidated Statement of Cash Flows

for the six months ended 31 March 2025

(1) The HY24 comparatives have been restated to separately disclose contract assets and contract liabilities to be in line with reported results for the year ended 30 September 2024, as detailed in note 1.

Notes to the Condensed Consolidated Interim Financial Statements

1. Accounting policies

General information

Auction Technology Group plc (the "Company") is a company incorporated in the United Kingdom under the Companies Act. The Company is a public company limited by shares and is registered in England and Wales.

These Condensed Consolidated Interim Financial Statements have been approved on 14 May 2025.

These Condensed Consolidated Interim Financial Statements for the period do not constitute statutory financial statements within the meaning of s434 of the Companies Act 2006. Statutory accounts for the year ended 30 September 2024 have been delivered to the Registrar of Companies. They are also available on the Group's website (www.auctiontechnologygroup.com). The audit report for those accounts was unqualified, did not draw attention to any matters by way of emphasis without qualifying the report and did not contain a statement under 498(2) or (3) of the Companies Act 2006. These Condensed Consolidated Interim Financial Statements have been reviewed and not audited.

Restatement

Correction of misstatement in accounting for a business combination

During the preparation of the Condensed Consolidated Interim Financial Statements for the period ended 31 March 2025, a material misstatement was identified in the accounting for the LiveAuctioneers business combination, relating to the year ended 30 September 2022. Specifically, certain identifiable deferred tax assets as part of the business combination, and goodwill was consequently overstated by $9.2m.

A deferred tax asset of $9.2m should have been recognised at the acquisition date in respect of the equity-settled share options and restricted stock units ("replacement awards") issued to management to replace their share options held in LiveAuctioneers pre-acquisition. As the replacement awards are tax deductible, a deferred tax asset should have been recognised at the acquisition date based on the estimated tax deduction that would be received upon exercise in subsequent periods. The share price at the acquisition date was £13.54, and these replacement awards comprised £27.3m ($36.7m) of the total consideration £404.7m ($543.9m). From an accounting perspective, these replacement awards were concluded to be consideration and accounted for under IFRS 3 "Business Combinations". Therefore, there has been no share-based payments charge under IFRS 2 "Share-based Payments" recorded in the Group financial statements post-acquisition in respect of these replacement awards. The options had an exercise price of £1.86 and there were no vesting conditions attached to the options. The options have not been underwater and are expected to be exercised. The timing of exercise is unknown and at the discretion of the holders of the replacement awards. Subsequent to the acquisition date, the deferred tax asset should have been remeasured at each reporting date to reflect the change in the Group's share price and anticipated tax deduction. The movements in deferred tax asset and the current tax deduction are reflected as tax relating to items taken directly to equity in the Condensed Consolidated Statement of Changes in Equity.

The misstatement resulted from the incorrect application of IFRS 3 "Business Combinations", specifically in relation to the recognition and fair valuation of identifiable assets acquired. In accordance with IAS 8 "Accounting Policies, Changes in Accounting Estimates and Errors", the Group has considered the quantitative and qualitative nature of the misstatement and concluded it appropriate to restate the comparative information presented for the period ended 31 March 2025 on this basis that this adjustment is quantitatively material. In addition, the Group has presented a third Statement of Financial Position as at 1 October 2023 as a result of the adjustment impacting opening reserves.

Changes to Condensed Consolidated Statement of Financial Position and Condensed Consolidated Statement of Changes in Equity:

There is no impact to the Condensed Consolidated Statement of Profit and Loss and Other Comprehensive Income or Loss and the Condensed Consolidated Statement of Cash Flows as a result of this restatement.

Presentation change in 2024 Annual Report and Accounts applied to 2024 Condensed Consolidated Interim Statements

· The Condensed Consolidated Statement of Profit or Loss for the six months ended 31 March 2024 has been restated to separate net impairment loss on trade receivables (31 March 2024: $1.9m) from administrative expenses, where they were reported in previous periods.

· The Condensed Consolidated Statement of Financial Position at 31 March 2024 and Condensed Consolidated Statement of Cash Flows for the six months ended 31 March 2024 have been restated to separately disclose contracts assets and contract liabilities. All balances relating to contract assets (31 March 2024 $1.6m) and contract liabilities (31 March 2024: $1.7m) had previously been included in trade and other receivables and trade and other payables respectively. There is no impact to the Condensed Consolidated Statement of Profit and Loss and Other Comprehensive Income or Loss, the Condensed Consolidated Statement of Changes in Equity as a result of this restatement.

Basis of preparation

These Condensed Consolidated Interim Financial Statements have been prepared in accordance with United Kingdom adopted International Accounting Standard 34, "Interim Financial Reporting". The Condensed Consolidated Interim Financial Statements do not include all the information required for full annual financial statements and should be read in conjunction with the Group's Annual Report and Accounts for the year ended 30 September 2024 which have been prepared in accordance with the requirements of the Companies Act 2006.

In determining the information to be disclosed in the notes to the Condensed Consolidated Interim Financial statements in accordance with IAS 34, the Group has taken into account its materiality in relation to these Condensed Consolidated Interim Financial Statements.

The Condensed Consolidated Interim Financial Statements have been prepared under the historical cost convention. There are no financial instruments measured at fair value on a recurring basis.

The accounting policies applied in these Condensed Consolidated Interim Financial Statements are the same as those applied in the most recent annual financial statements except for taxes on income. Tax on income in the interim period is recognised by applying the effective tax rate that would be applicable to the expected full year profit or loss to the period's result.

New and amended accounting standards adopted by the Group

There were no new standards adopted by the Group in the period but the following amendments became applicable during the current reporting period:

· Amendment to IFRS 16: Lease Liability in a Sale and Leaseback

· Amendments to IAS 1: Classification of Liabilities as Current or Non-current

· Amendments to IAS 1: Non-current Liabilities with Covenants

· Amendments to IAS 7 and IFRS 7: Supplier Finance Arrangements

These amendments did not have a material impact on the Group's accounting policies and have therefore not resulted in any changes in these Condensed Consolidated Interim Financial Statements.

Going concern

The Directors are required to assess going concern at each reporting period. The Directors have undertaken the going concern assessment for the Group for the period to 30 June 2026. The Directors have assessed the Group's prospects and after considering the current financial projections, the bank facilities available and then applying severe but plausible sensitivities. The Directors of the Company are satisfied that the Group has sufficient resources for its operational needs and will remain in compliance with the financial covenants in its bank facilities until at least 30 June 2026. For this reason, the Directors continue to adopt the going concern basis in preparing these Condensed Consolidated Interim Financial Statements for the Group.

The process and key judgements in coming to this conclusion are set out below:

Liquidity: The Group entered into a New Senior Facilities Agreement on 11 February 2025 (the "SFA 2029") which comprises a multi-currency credit facility for $200m. Any sums outstanding under the SFA 2029 will be due for repayment on 10 February 2029. During the six months ended 31 March 2025, a revolving credit facility ("RCF") of $119.6m was drawn down. At 31 March 2025 the RCF was subject to interest at a margin of 2.00% over US SOFR.

Covenants: The Group is subject to covenant tests on the SFA 2029, the net leverage ratio of 3.5x, with the most sensitive covenant being the net leverage ratio covenant, adjusted net debt: trailing 12-month adjusted EBITDA. Under the base case forecasts and each of the downside scenarios, including the combined downside scenario, the Group is forecast to be in compliance with the covenants and have cash headroom, without applying mitigating actions which could be implemented such as reducing capital expenditure spend. At 31 March 2025, the net leverage ratio was 1.3x compared to the limit of 3.0x and therefore the Group was comfortably within the covenant.

Scenario planning: The Directors have undertaken the going concern assessment for the Group, taking into consideration the Group's business model, strategy, and principal and emerging risks. As part of the going concern review the Directors have reviewed the Group's forecasts and projections, and assessed the headroom on the Group's facilities and the banking covenants. This has been considered under a base case and several plausible but severe downside scenarios, taking into consideration the Group's principal risks and uncertainties including the current macroeconomic environment.

These scenarios include:

• significant reduction in marketplace revenue due to a reduction in THV of 4% in FY25 and 7% in FY26 versus the base case

• significant reduction in marketplace revenue due to conversion rate decline of 3% in FY25 and 8% in FY26 versus the base case; and,

• 50% lower revenue growth from value-added services across the Group versus the base case.

None of these scenarios individually, or in the combined scenario, which reduces adjusted EBITDA by $26m over the forecast period, threaten the Group's ability to continue as a going concern. Even in the combined downside scenario modelled (the combination of all downside scenarios occurring at once) the Group would be able to operate within the level of its current available debt facilities and covenants. A reverse stress test has been performed and revenue would have to decline by 21% across the whole Group without any cost mitigation actions applied such as ceasing the share repurchase programme, reducing capital expenditure or discretional costs before the Group has a going concern issue.

Accordingly, the Directors continue to adopt the going concern basis in preparing the Condensed Consolidated Interim Financial Statements for the six months ended 31 March 2025.

2. Significant judgements and key sources of estimation uncertainty

The preparation of the Group's Condensed Consolidated Interim Financial Statements requires the use of certain judgements, estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses.

In preparing these Condensed Consolidated Interim Financial Statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the most recent annual financial statements for the year ended 30 September 2024. There is only considered to be one significant estimate for the period ended 31 March 2025, which is the impairment of goodwill for Auction Services cash-generating unit.

3. Alternative performance measures

The Group uses a number of alternative performance measures ("APMs") in addition to those measures reported in accordance with United Kingdom adopted International Accounting Standards ("UK-adopted IAS"). Such APMs are not defined terms under UK-adopted IAS and are not intended to be a substitute for any UK-adopted IAS measure. The Directors believe that the APMs are important when assessing the ongoing financial and operating performance of the Group and do not consider them to be more important than, or superior to, their equivalent IAS measure. The APMs improve the comparability of information between reporting periods by adjusting for factors such as one-off items and the timing of acquisitions.

The APMs are used internally in the management of the Group's business performance, budgeting and forecasting, and for determining Executive Directors' remuneration and that of other management throughout the business. The APMs are also presented externally to meet investors' requirements for further clarity and transparency of the Group's financial performance. Where items of income or expense are being excluded in an APM, these are included elsewhere in our reported financial information as they represent actual income or costs of the Group.

Adjusted EBITDA

Adjusted EBITDA is the measure used by the Directors to assess the trading performance of the Group's businesses and is the measure of segment profit.

Adjusted EBITDA represents profit/(loss) before taxation, finance costs, depreciation and amortisation, share-based payment expense and exceptional operating items. Adjusted EBITDA at segment level is consistently defined but excludes central administration costs including Directors' salaries.

The following table provides a reconciliation from profit before tax to adjusted EBITDA:

The following table provides the calculation of adjusted EBITDA margin which represents adjusted EBITDA divided by revenue:

The basis for treating these items as adjusting is as follows:

Share-based payment expense

The Group operates several employee share schemes. The share-based payment expense is a significant non-cash charge driven by a valuation model which references the Group's share price. As the Group is still early in its life cycle as a newly listed business the expense is distortive in the short term and is not representative of the cash performance of the business.

Exceptional operating items

The Group applies judgement in identifying significant items of income and expenditure that are disclosed separately from other administrative expenses as exceptional where, in the judgement of the Directors, they need to be disclosed separately by virtue of their nature or size in order to obtain a clear and consistent presentation of the Group's ongoing business performance. Such items could include, but may not be limited to, costs associated with business combinations, gains and losses on the disposal of businesses, significant reorganisation or restructuring costs and impairment of goodwill and acquired intangible assets. Any item classified as an exceptional item will be significant and not attributable to ongoing operations and will be subject to specific quantitative and qualitative thresholds set by and approved by the Directors prior to being classified as exceptional.

The exceptional operating items are detailed below:

There were no exceptional costs for the six months ended 31 March 2025.

The acquisition costs in HY24 and FY24 were primarily in respect of the costs relating to the acquisition of ESN on 6 February 2023. The business has undertaken focused acquisitive activity which has been strategically implemented to increase income, service range and critical mass of the Group. Acquisition costs comprised legal, professional, other consultancy expenditure incurred and retention bonuses for ESN employees which were payable one year after completion. The retention bonus was subject to service conditions and was accrued over the period.

Costs of $0.3m were incurred in FY24 as a result of the transformation of the North America finance department. These exceptional operating items include the sublease of the Omaha office which is no longer being occupied by the finance team, the merger of trading entities and costs associated with the system finance transformation which were not capitalised. These costs include professional fees, retention costs and loss on derecognition of a right of use asset.

The net cash outflow related to exceptional operating items in the period was nil (HY24: $2.2m, FY24: $2.5m).

Adjusted earnings and adjusted diluted earnings per share

Adjusted earnings excludes share-based payment expense, exceptional items (operating and finance), amortisation of acquired intangible assets, and any related tax effects.

The following table provides a reconciliation from profit after tax to adjusted earnings:

The basis for treating these items not already defined above as adjusting is as follows:

Amortisation of acquired intangible assets acquired through business combinations

The amortisation of acquired intangibles arises from the purchase consideration of a number of separate acquisitions. These acquisitions are portfolio investment decisions that took place at different times and are items in the Consolidated Statement of Financial Position that relate to M&A activity rather than the trading performance of the business.

Exceptional finance items

Exceptional finance items include foreign exchange differences arising on the revaluation of the foreign currency loans, intercompany and restricted cash, movements in contingent and deferred consideration and costs incurred on the early repayment of loan costs. These exceptional finance items are excluded from adjusted earnings to provide readers with helpful additional information on the performance of the business across periods because it is consistent with how the business performance is reported and assessed by the Board.

Deferred tax on unrealised foreign exchange differences

For HY24 and FY24, in calculating the adjusted tax rate, the Group excluded the potential future impact of the deferred tax effects on unrealised foreign exchange differences arising on intra-group balances. The unrealised foreign exchange differences were not recognised in the Group's profit for the year due to differences in the functional currency basis under tax and accounting rules for the US holding entities.

Tax on adjusted items

Tax on adjusted items includes the tax effect of acquired intangible amortisation, exceptional (operating and finance items) and share-based payment expense. In calculating the adjusted tax rate, the Group excludes the potential future impact of the deferred tax effects on deductible goodwill and intangible amortisation (other than internally generated software), as management provides users of its Group accounts a view of the tax charge based on the current status of such items. Deferred tax would only crystallise on a sale of the relevant businesses, which is not anticipated at the current time, and such a sale, being an exceptional item, would result in an exceptional tax impact.

Organic revenue

Organic revenue is shown on a constant currency basis using average exchange rates for the current financial period applied to the comparative period and is used to eliminate the effects of fluctuations in assessing performance. There were no acquisitions that affected the comparability of the Group's results. Refer to the Glossary for the full definition.

The following table provides a reconciliation of organic revenue from reported results:

Adjusted net debt

Adjusted net debt comprises external borrowings net of arrangement fees, cash and cash equivalents and allows management to monitor the indebtedness of the Group. Adjusted net debt excludes lease liabilities and restricted cash (see note 10).

Cash and cash equivalents includes cash held by the Trustee of the Group's Employee Benefit Trust, which is not available to circulate within the Group on demand. This has been included in restricted cash.

Adjusted free cash flow and adjusted free cash flow conversion

Adjusted free cash flow represents cash flow from operations less additions to internally generated software and property, plant and equipment. Internally generated software includes development costs in relation to software that are capitalised when the related projects meet the recognition criteria under UK-adopted IAS for an internally generated intangible asset. Movement in working capital is adjusted for balances relating to exceptional items. The Group monitors its operational efficiency with reference to operational cash conversion, defined as free cash flow as a percentage of adjusted EBITDA.

The Group uses adjusted cash flow measures for the same purpose as adjusted profit measures, in order to assist readers of the accounts in understanding the operational performance of the Group. The two measures used are free cash flow and free cash flow conversion. A reported free cash flow and cash conversion rate has not been provided as it would not give a fair indication of the Group's free cash flow and conversion performance given the high value of working capital from exceptional items.

4. Operating segments

The operating segments reflect the Group's management and internal reporting structure, which is used to assess both the performance of the business and to allocate resources within the Group. The assessment of performance and allocation of resources is focused on the category of customer for each type of activity.

The Board has determined an operating management structure aligned around the four core operations of the Group.

The four operating segments are as follows:

· Art & Antiques ("A&A") marketplaces: focused on offering auction houses that specialise in the sale of arts and antiques access to the platforms thesaleroom.com, liveauctioneers.com, lot-tissimo.com and EstateSales.NET. A significant part of the Group's services is provision of a platform as a marketplace for the A&A auction houses to sell their goods. The segment also generates earnings through additional services such as listing subscriptions, advertising and marketing income, atgPay and atgShip. The Group contracts with customers predominantly under service agreements, where the number of auctions to be held and the service offering differs from client to client.

· Industrial & Commercial ("I&C") marketplaces: focused on offering auction houses that specialise in the sale of industrial and commercial goods and machinery access to the platforms BidSpotter.com, BidSpotter.co.uk and proxibid.com, as well as i-bidder.com for consumer surplus and retail returns. A significant part of the Group's services is provision of the platform as a marketplace for the I&C auction houses to sell their goods. The segment also generates earnings through additional services such as advertising and marketing income and atgPay. The Group contracts with customers predominantly under service agreements, where the number of auctions to be held and the service offering differs from client to client.

· Auction Services: includes revenues from the Group's auction house back-office products with Auction Mobility and other white label products including Wavebid.com.

· Content: focused on the Antiques Trade Gazette paper and online magazine. The business focuses on two streams of income: selling subscriptions of the Gazette and selling advertising space within the paper and online. The Directors have disclosed information required by IFRS 8 for the Content segment despite the segment not meeting the reporting threshold.

· There are no undisclosed or other operating segments.

An analysis of the results for the period by reportable segment is as follows:

Segment assets are measured in the same way as in the financial statements. These assets are allocated based on the operations of the segment and the physical location of the asset.

The reported comparatives have been restated to reflect a prior year misstatement, as detailed in note 1.

The reported comparatives have been restated to reflect a prior year misstatement, as detailed in note 1.

The Group has taken advantage of paragraph 23 of IFRS 8 "Operating Segments" and does not provide segmental analysis of net assets as this information is not used by the Directors in operational decision making or monitoring of business performance.