Auction Technology Group plc

First off, good morning and welcome to the 2025 full year results presentation for ATG. I'll start off by taking you through our results highlights and then hand over to Sarah to detail our financial performance. Then I'll be taking you through our strategic update. First slide that we're going to move to is how ATG creates value. So before I get to the highlights, I'm just going to explain for those of you less familiar with the company, how ATG creates value. ATG creates ATG Next 16,000 professional sellers of unique and valuable items with buyers from around the world. We operate across two sectors, art and antiques and industrial commercial, facilitating the sale of goods worth over $12 billion annually. In these sectors, we operate 10 curated online marketplaces using our proprietary tools and technology. Collectively, we list over 26 million items annually. In fiscal year 25, we hosted over 99,000 auctions and generated 85 million bids. Our newly acquired Cherish business now adds an additional 1.3 million items available on a buy it now basis. The scale of our curated inventory combined with the scale of our buyer reach creates a symbiotic cycle, often referred to as the network effect. whereby the inventory attracts more buyers, which in turn attracts more sellers, driving a positive flywheel effect that keeps customer acquisition and retention costs very low. We offer a full suite of value-added services around the core transaction, which enhance the marketplace experience for sellers and buyers. This includes digital marketing, ATG Excel for cross-listing of inventory across multiple marketplaces simultaneously, ATG Partner Network, which gives reach beyond the ATG buyer network, ATG ship for shipping and ATG pay for payments. The combination creates value for buyers and sellers and increases the revenue per transaction for ATG. With the acquisition of Cherish in August of 2025, ATG is now active across both the option and listed curated markets for ANA, which expands choice for buyers, reach for sellers and commercial opportunity for the company. Go to the next slide. I also thought it would be good at this point to give everyone a reminder of the investment case for ATG, a business that we believe is considerably stronger now than it was just one year ago. We operate within a large and growing secondary goods market, which is underpinned by a structural shift from offline to online, and which has significant untapped mass consumer e-commerce appeal. We have a leading position in each of our verticals and geographic markets, with significant room to grow the conversion rate and take rate in both auctions and list format as we execute our plan. We have proprietary and scalable technology which enables us to drive incremental volume at a very low marginal cost, which means we have potential for significant operational gearing. We have proven we can expand our take rate through the offering of value-added services, and there's still more to come on this front. We have a very cash-generative business model, which is underpinned by the high margins typical of two-sided marketplaces. And finally, we are a clear ESG winner as we play a key role in the acceleration of the circular economy and benefit from growth in that economy due to rising demand for high-quality used goods. In terms of our results for the year, Our year was characterized by good revenue growth, which was in line with guidance, combined with strong cash generation, but also by headwinds that impacted profitability. Our revenue was up 9.2%, and excluding Cherish, on an organic basis, it was up 4.4%. We had strong growth again in value-added services, up 16%, excluding Cherish, and we increased our marketplace take rate again, growing from 4.5% to 4.8%. Our conversion rate was stable at 27% with both art and antiques and industrial and commercial holding that metric stable. Growth in this metric is an important focus for ATG. And while we've proven we can grow value-added services, what is more exciting now is the promising signs from the work we've been doing on live auctioneers where actions we took helped drive growth in bids and lots sold, both of which gradually should feed into conversion rate. That said, across the year, we experienced headwinds that impacted profitability, with our adjusted EBITDA down 4% to $77 million. This was due to a combination of revenue mix, the growth of lower-margin value-added services versus higher-margin services, as well as the inclusion of cherish for two months, performance-related pay, and investment in marketplace fundamentals. We flagged in our October trading statement that we would take a non-cash goodwill impairment, and this is approximately $150 million, which related to prior acquisitions. Our strong cash generation showed through, with adjusted operating cash of $74 million and a 96% conversion rate, up from 82% in the prior year. We successfully executed our product and technology roadmap, improving the bidding journey for live auctioneers. Changes here played a key role in driving a 10% increase in bids. The improvements focused on marketplace basics. We improved our search capability, added personalized alerts, rolled out an AI-driven recommendation model, helping buyers discover lots that better match their interests. We also used AI to take advantage of our new unified taxonomy, which now classifies over 99% of items accurately, powering even more relevant results. I'm pleased to report that our plan for Cherish is on track. The addition of Cherish extends our opportunity into the listed market with an expanded inventory of 1.3 million items worth over 2.6 billion. It also increases the scale of the ATG audience, adding 4.5 million monthly buyer sessions and over 12,000 additional sellers. We are very confident in delivering the synergies we set out. We have already delivered 4 million in run rate operational synergies and are on track for the remainder. And with that, I will pass over to Sarah to run you through our financial performance.

Thanks, John-Paul. Morning, everyone. And it's a pleasure to be with you for my first set of results at ATG. And I'm looking forward to catching up with many of you on our roadshow over the coming weeks. I'm pleased to report that ATG had a strong end to the year on revenue, while, as John-Paul mentioned, we did experience some headwinds on profitability. Revenue was 190.2 million, up 9.2% on a reported basis and 4.4% on a reported organic basis. Growth in the second half of the year accelerated over the first half due to momentum in value-added services, especially shipping. Adjusted EBITDA was down 4% to 76.8 million and our margin at 40.4%. These were impacted by revenue mix, the inclusion of cherish for two months and performance related pay. The margin of 40.4% was down five and a half percentage points year on year. And excluding cherish, our margin was 42.7%, so well within the recently revised guidance of 42 to 43%. Adjusted diluted EPS was 37.9 cents, down 2% due to the lower pre-tax profit. Our cash generation was strong with adjusted operating cash flow up 12% to 73.7 million with a continued high conversion rate of 96% versus 82% last year. And that was supported by working capital. Our net free cash flow post interest and tax was up 15% to 45.5 million. And as we said in our trading statement, we came in slightly better on net debt than guided in August with net leverage at 2.2 times and net debt at 174 million. And importantly, we do continue to expect leverage to be well below two times by the end of 26. If I now turn to group revenue, and the first point to note before I get into the numbers is some housekeeping around definitions. The first point to note is that we are now aggregating our operating segments into two reportable operating segments, ANA and INC. And then secondly, the group has reviewed the total hammer value metric known as THV in the ordinary course of business, which as you know, is based on third party reporting as it covers items not sold on our platforms. And that's resulted in a reduction in the overall market sizing. We'd be happy to take questions on either of those in more detail in the Q&A session. If I go back to the numbers, we saw slight growth in underlying THV at 1%, with GMV stable at 3.3 billion and conversion rates broadly stable at 27%. As I've already mentioned, we saw a growth rate of 9.2%, which reflects a successful execution on ATG SHIP and continued momentum in other value-added services. Looking at the components of growth in terms of contribution, 0.8% came from commission and fixed fees, 3.9% from value-added services which saw almost 26% growth in the year and importantly also 4 million of sequential growth in half two over half one which supported a stronger half two for the group. 4.8% came from the consolidation of Cherish for two months where the two months were broadly representative of average months from a revenue perspective, and real estate was a minor drag of 0.3%. And then finally, our marketplace take rate was up to 4.8%, driven by the growth in value-added services, which is increasing the monetization per transaction. If I turn to our divisions now and starting with ANA, THB grew 3%, which was a modest improvement over the first half growth rate, GMV increased by 1% and we had a broadly stable conversion rate of 16%. Take rate increased by half a percentage point to 10.3%, breaking the 10% level for the first time. ANA revenue grew 5.4% on an organic reported basis and including cherish by 13.7%. The organic growth was mainly driven by value-added services, especially shipping with the successful mandating of offering shipping on live auctioneers and commission revenue grew modestly. We saw positive early lead indicators from our marketplace investment on live auctioneers with good growth in bids and lots sold. And in 2026, our focus has expanded to focus on actions to drive average lot value in addition. And John Paul will talk about this a bit more shortly. The integration of Cherish is going well with around 4 million of synergies realized to date on a run rate basis. And we're on track to deliver the full 8 million of operational synergies by the end of financial year 26 so that you have a full run rate in 2027. If I then turn to INC, INC continues to deliver consistent performance and strong seller loyalty. THV was broadly flat at 6.9 billion ex-real estate, with the stabilisation of used asset prices in many categories. GMV declined slightly by one percentage point to 2.5 billion, while conversion rate was broadly stable at 36%. Within this, we saw good performance on yellow and gray iron assets, which account for the majority of our GMB. Revenue grew 2.9% on a reported basis, driven mainly by value-added services. That's primarily through increased marketing penetration, and as a reminder, shipping is concentrated in A&A. Commission was slightly positive. Seller loyalty continues to be strong with over 90% of our GMV on proxy bid coming from sellers who've been with the platform for more than five years. If I now turn to the full P&L, as I've previously covered, revenue up 9.2%. Gross profit is up 1%. and the gross margin down five percentage points to 62%, driven by that change in revenue mix, as well as increases in software amortization, people, and technology costs. Reported admin expenses were up almost 20%, and that included 10.2 million of exceptional costs relating to Cherish, 4.1 million of Cherish overheads for the two months, and a 2.8 million increase in people-related costs. On an adjusted basis, adjusted admin expenses increased by 9.3%, which is far more aligned to the rate of revenue growth. As we flagged previously in our recent trading updates, there was a non-cash goodwill impairment charge, and this totaled 150.9 million, primarily relating to previous acquisitions in ANA, 142.6 million, and then a smaller charge for auction services of 8.3 million. The impairment was driven by a higher discount rate, macroeconomic factors, and the impact of lower profits announced in August, which have led to the group's market capitalization being well below its net asset value. Net finance costs were down 17% due to interest rates post our refinancing and a lower debt balance, partially offset by a million of related one-off costs for the refinancing. tax we saw a credit of 1.2 million and the adjusted effective tax rate was 17% compared to 19% last year and then as I've previously covered our EBITDA adjusted EBITDA was down 4% and adjusted diluted EPS down 1.8% due to the lower pre-tax profit turning to cash flow the ability to generate strong consistent cash flows is a key strength of the group it provides flexibility enables the funding of growth, and importantly enables the paying down of debt and deleveraging. Adjusted operating cash flow was up 12% to 73.7 million, with another year of high conversion rate at 96% compared to 82% in the prior year. That included a 12.1 million inflow from working capital, primarily due to accruals for exceptional costs and returning to more normal accrual levels for performance-related pay. Free cash flow generation post interest and tax was 45.5 million, up 15% year on year. We do expect a continuation of these positive trends and this puts us in a strong position to deliver well below two times by the end of financial year 26. We wanted to help you with the key building blocks for our guidance for 2026, which just to reiterate is in line with current market expectations. And here on the slide, we set out revenue and adjusted EBITDA margins and the key drivers. So taking revenue first, organic revenue will be primarily driven by the continued rollout and uptake of ATG ship on ANA, as well as uptake from our AMP marketing program. And just to come back to shipping, to give you some numbers, in March, we had around 500 auctioneers onboarded on ATG ship versus over 1,000 at the end of September. Revenue will also be supported by growth in fixed fees through targeted pricing actions and then by the continued investment in conversion rates on live auctioneers. And we have good line of sight on all of these actions. For the avoidance of doubt, the guidance is not reliant on market recovery or conversion rates outside of very modest improvement in live auctioneers. Other drivers only have a modest net contribution and are weighted to half two rather than half one. And of course, we remind you that Cherish will be consolidated for a full year in FY26 versus only two months in FY25. Turning to adjusted EBITDA and margins, the adjusted EBITDA will be driven by a few factors. Firstly, the benefits of operational synergies as the integration of Cherish continues. We've achieved 4 million of operational synergies to date and are on track to have a full 8 million run rate benefit in FY27 as previously communicated. We will action cost savings identified across the group and have been doing so. These are largely housekeeping changes focused on operational efficiencies such as third-party spend, restructuring of bonus costs and some headcount savings. Additionally, there are two areas which will be diluted to margins whilst driving absolute EBITDA. they are the impact of consolidation of cherish and the mixed impact from the continued faster growth of value-added services and to be clear these are factored into our guidance I'm going to turn now to capital allocation and we will carefully manage our balance sheet including retaining a prudent and appropriate level of liquidity headroom and leverage for 2026 our key focuses are twofold Firstly, organic investment, including targeted development spend where we believe it will give us the best return and drive conversion rates. And then secondly, to de-lever the balance sheet. Our strong cash generation, as I've said, will allow us to de-lever to well below two times by the end of fiscal 26. In the medium term, and only when we reach circa one and a half times leverage, the board will consider the best use of excess capital, including shareholder returns. And to be clear, further M&A is not required to deliver our strategy, although it could help accelerate it. I've been with the business for six months now, and so I just wanted to share some thoughts with you on how I found the business and my priorities for financial year 26. I think I've discussed with many of you, I think there are some things we can do better and I definitely believe there's an opportunity to simplify and improve our operational KPIs over time, as well as focusing more on forward-looking metrics. Currently there are probably too many KPIs and some which don't focus on areas we can control. A key strength of the business is the healthy level of free cash flow generation, which, as I mentioned, is important to provide flexibility to support investment and to enable the rapid paying down of debt. In addition, I'm impressed at the passionate, capable team and the focus on collaboration and curiosity from a values perspective. Overall, I think the group has exciting prospects with the opportunity to improve the buyer experience and to over time drive GMB and conversion rate, which will flow into revenue and margin. Turning to my immediate priorities for FY26. Firstly, to prudently balance investment with cost control and to de-lever the business. To deliver on cherish and extract full value from the acquisition. And then finally, to simplify the ATG story and messaging and further develop KPIs underpinned by improved commercial finance, better insight, and more data-driven decision-making. And all of this leads to an absolute focus on delivering the guidance for financial 26. So to summarize, just before we go into the guidance, we've got a good business with exciting prospects, which can be enhanced through the work that the team are doing. And this gives us confidence in the longer-term opportunity. And then finally, I'll turn to Outlook and the technical guidance for 26. So we are guiding to 4% to 5% revenue growth at constant currency and pro forma for a full year of cherish. And this equates to growth of 28% to 29% on a constant currency reported basis, including the additional 10 months of cherish. Given the importance of shipping to the top line this year, we do expect revenue growth to be more heavily weighted to half one. We're guiding to an adjusted EBITDA margin of 34.5% to 35.5%. And to be clear, this guidance is in line with current market consensus for revenue, EBITDA margins and EBITDA. In terms of the more technical areas, we expect an interest cost of around 12 million, non-acquired depreciation and automatisation of circa 13 million and an effective tax rate of 19 to 20%. Share count is expected to be 123.4 million and capex guidance around 13 million. And then finally, we expect exceptionals in the region of $5 million relating to the remainder of Cherish integration costs. And with that, thank you for your interest, and I'll hand back to John Paul.

Thanks, Sarah. Now I'll run you through our strategic update and our priorities for the year ahead. And I just wanted to say at the beginning as well that we still believe ATG has an incredible opportunity ahead of us, and the progress made this year makes realization of our ambition even more achievable. So what is our ambition for ATG? For people less familiar, I wanted to quickly walk you through our strategy, which leverages a well-trodden marketplace playbook which then enables us to benefit from a typical marketplace profile. Successful marketplaces have three key levers that they really focus on driving. It's scale of audience, both on the buyer and the seller side, conversion rate, and take rate. ATG has scale in both seller audience and buyer audience in each market in which we operate. In fiscal year 26, we will offer over $14 billion in inventory via 16,000 sellers to buyers around the world. With this as a base, we then are focused on driving conversion rate, which we improve through simplifying how sellers list and reach their target audiences and by making it easy, safe, and familiar for bidders to explore, find, and buy what they want. Around this core transaction, we then monetize further via value-added services. This is an area where we have executed well and which now generates $49 million of annual revenue ex-cherish up from virtually zero four years ago. The playbook, in turn, drives our marketplace profile, which is characterized by strong margins in cash generation and high drop-through. Additional structural drivers include favorable seller, buyer, and regulatory trends around the circular economy. If you go to the next slide. While we faced headwinds in 2025, we successfully executed against critical product and operational priorities. In fiscal year 25, our goal had been to execute a mandate of ATG SHIP to expand digital marketing sales and to grow commission revenue via GMV. In the year, we more than doubled ATG ship revenue with especially strong growth in the second half after mandating it on live auctioneers in April. We grew digital marketing as well with a focus on our INC group. In the year, we launched new marketing package and acquired new sellers. We increased average marketing spend per auctioneer by 15% on proxy bid and by 16% on bid spotter. Headwinds from the broader macro economy impacted GMV. That said, we executed on key strategic product improvements that help drive critical KPIs that indicate we are increasing our relevance to both sellers and buyers alike. We also made progress on systems efficiency via consolidation, and we continued the proxy bid upgrade. If you move to the next slide. Key improvements to the live auctioneer's buying experience is something that we wanted to look at, so we took specific actions to enhance the buyer experience in live auctioneers. Specifically, we upgraded our search capability and launched an AI recommendation model, which better surfaces the products buyers are looking for. We also reduced friction by implementing auto approvals for returning bidders, improving new user onboarding, introducing suggested bid amounts to improve the likelihood of one of our bidders winning, and reducing the number of steps in the bidding and registration flow. We also improved trust signals by launching purchase protection and by expanding insured shipping on ATG Ship. Additionally, we expanded the use of notifications, SMS alerts, and email prompts to tell bidders exactly what they need to know at the right moment, helping them stay in the flow, in the buying flow, deepen commitment, and increase the likelihood they will follow through and participate in the auction. Let's go to the next slide. With regards to AI, we embraced the power of AI with a focus on how we could leverage it in search and recommendations. We launched an AI model to auto-categorize lots, which increased lots categorized to 99%. We created an AI model which identifies similar items to support more relevant recommendations. And recently, we launched an AI model which estimates sell-through probability and expected price, which establishes the groundwork for potential use in inventory evaluation and more tailored lot recommendations. Go to the next slide. The goal of the different actions we've taken and the others is to drive a better experience and in so doing to increase our conversion rate. One of the things I wanted to show you, as you can see on this slide, is some of the promising early signs of our work on live auctioneers. This includes the work I discussed previously on improving search relevance, reducing friction in the bidding journey, adding trust signals such as reviews, enhancing notifications and recommendations to increase repeat buying, and broadening shipping availability. The result of this work has been positive. We increased bids in the year 10% year-over-year. We increased lots sold by 9% year-over-year, and we increased lots purchased per winner by 8% year-over-year. The reason this has not yet had its full effect on GMV is because of the pressure on average lot value, which has been impacted by the overall macro picture in the U.S. Driving bids, lots won, and average lot value are a major focus for ATG in 2026, and we have a plan to execute against this. Move on to Cherish. As you know, we completed the acquisition of Cherish in August. I wanted to set out the acquisition rationale and why it advances ATG's strategy. Marketplaces succeed, as I said before, based on the three drivers of audience expansion, conversion rate, and take rate. Cherish expands our audience of sellers by over 12,000 and expands our audience of buyers by over 4.5 million sessions per month. It creates the potential for offering bidders who lose at auction a set of items that are available immediately, creating a truly differentiated product offering that we believe can drive conversion rate and provide additional growth for our take rate via value-added services. We have robust, high-confidence operational synergies combined with revenue opportunities, which make the acquisition a creative and fiscal year 27. In these first few months of ownership, we have already delivered an operational synergy run rate of 4 million against our 8 million target. On revenue synergies, we can now offer our technology and value-added services to Cherish, especially digital marketing, where Cherish is underdeveloped compared to ATG. As noted at the start, Cherish expands our audience, it adds new buyers, and it enhances the network effect. Beyond this, it strengthens our competitive position, transforms the A&A value proposition, and creates an additional lever to drive conversion rate on live auctioneers. The combination creates a differentiated product relative to our competitors. In terms of strategic priorities for Fiscal Year 26, we have a clear set of strategic priorities. We intend to build on areas where we already have momentum to hit the guidance for the year. We are also enhancing the ease of selling and buying on our marketplaces to gradually grow conversion rate in GMV and to further expand take rate. Specifically, our priorities for the year are as follows. Number one, we will drive ATG ship with the benefit of the shipping mandate annualizing during the year. Second, we will continue to drive AMP, which is digital marketing on both art and antiques and INC, as well as implementing modest fixed fee price rises. These areas drive the vast majority of our guidance for the year. Beyond this, we will continue to focus on the conversion rate work we've been doing in the second half of 25 to drive further improvements in bids and lots one. We will address average lot value, and we will continue to integrate AI to improve the speed of innovation, our operational efficiency, and the buyer experience. And with Cherish, we will execute on the plan to generate 8 million of operational synergies by fiscal year 27. Beyond this, we will seek to expand our network effect by listing Cherish inventory and live auctioneers and by connecting Cherish and live auctioneers bidders to both listed and auction inventory. So to summarize what we've tried to say today, we have a well underpinned plan to deliver fiscal year 26, driven primarily by ATG SHIP, further progress in AMP, and modest listing fee increases. We'll continue to improve the experience for the marketplace users, focusing on enhanced discovery, trust, and ease of use. We are already seeing an uplift of leading metrics, and we'll be focused on building on that in the year. We will be disciplined in our financial management and continue to generate strong free cash flow with a focus on reducing leverage to well below 2x by the end of fiscal year 26. We will deliver the cherish operational synergies and develop the revenue synergies. We have already delivered meaningful operational synergies and are on track for our commitments in 2026. The revenue synergies are in development and are key to a differentiated ATG offering. The opportunity for ATG is an exciting one. To take advantage of an expanded addressable market, to improve on marketplace basics, to continue to grow value-added services and take rate, and to grow our buyer and seller audience. All of these opportunities increase the number of levers we have to drive our growth in the short, medium, and long term. Thank you for listening today, and we are now ready to take questions. Gareth?