BALTIC CLASSIFIEDS GROUP
PLC
HALF YEAR RESULTS FOR THE
SIX MONTHS ENDED 31 OCTOBER 2024
Baltic Classifieds Group PLC
("BCG" and the "Group"), the leading
online classifieds group in the Baltics,
announces half year results for the six months ended 31 October
2024 (H1
2025)
Strategic overview
· BCG's leadership1 in its core markets remains as
strong as ever.
· Customer and advertisement numbers saw healthy growth in each
of our core verticals.
· We
continued to improve our products and services which combined with
the pricing changes to both our B2C and C2C customers drove double
digit yield2 growth across all our major businesses,
positioning BCG well for continued growth through
the remainder of the year.
· BCG's end markets are in recovery, with the improving
macroeconomic environment driving demand in the auto and real
estate markets.
Financial highlights
· Revenue grew by 17% to €41.8 million (H1 2024: €35.8
million). Core classifieds revenue streams B2C and C2C, which
together constitute 90% of total revenues, both grew by
17%.
· EBITDA3 grew 18% to €32.9 million (H1 2024: €27.8
million), with the EBITDA margin3 expanding by 1
percentage point to 79% (H1 2024: 78%). Adjusted operating profit3 of €32.5 million (H1 2024:
€27.5 million) is tracking close to EBITDA3. Operating profit grew 36%
to €26.4 million
(H1 2024: €19.4
million).
· Adjusted basic EPS3 grew 24% to 5.7 € cents (H1
2024: 4.6 € cents), while basic EPS for the period grew to 4.5 €
cents (H1 2024: 3.1 € cents).
· Adjusted net income3 grew 21% to
€27.6 million (H1
2024: €22.7
million) with the only adjustment to profitability being the
amortisation of acquired intangibles net of the corresponding tax
impact. Profit for the period grew 41% to €21.7 million (H1 2024:
€15.3 million).
· Cash
generated from operating activities grew by 17% to €34.2 million
(H1 2024: €29.1 million), with a cash conversion3 rate
maintained at 99%.
· €13.5 million returned to shareholders through the ongoing
share buyback program (H1 2024: €7.0 million).
· Voluntalily repaid €5.0 million of debt during the reporting
period. €7.0 million more repaid after the
H1 2025 ended, during November.
Net debt3 at the end of the period was
€25.6 million (2024: €27.5 million) and we ended the half-year with
leverage3 at 0.4x (2024: 0.5x).
· An
interim dividend of 1.2 € cent per share was declared, up 20% (H1
2024: 1.0 € cent per share).
€m
(unless stated otherwise)
|
H1 2025
|
H1 2024
|
Change
|
Auto
|
16.0
|
13.7
|
17%
|
Real Estate
|
11.0
|
8.8
|
26%
|
Jobs &
Services
|
8.2
|
7.1
|
17%
|
Generalist
|
6.6
|
6.3
|
4%
|
Group revenue
|
41.8
|
35.8
|
17%
|
|
|
|
|
Operating cost excluding
depreciation and amortisation (D&A)
|
(8.9)
|
(8.0)
|
11%
|
EBITDA3
|
32.9
|
27.8
|
18%
|
EBITDA margin3
|
79%
|
78%
|
1% pt
|
|
|
|
|
D&A
|
(6.5)
|
(8.4)
|
(22%)
|
Operating profit
|
26.4
|
19.4
|
36%
|
|
|
|
|
Add back: amortisation of acquired
intangibles
|
6.2
|
8.1
|
(24%)
|
Adjusted operating profit3
|
32.5
|
27.5
|
18%
|
|
|
|
|
Profit for the period
|
21.7
|
15.3
|
41%
|
Adjusted net income3
|
27.6
|
22.7
|
21%
|
|
|
|
|
Basic EPS (€ cents)
|
4.5
|
3.1
|
44%
|
Adjusted basic EPS3
(€
cents)
|
5.7
|
4.6
|
24%
|
Operational results
· We
maintained our significant leadership position1 over the
nearest competitor for all our largest sites compared to 2024:
Autoplius.lt at 7x (6x in 2024), Auto24.ee at 40x (40x in 2024),
Aruodas.lt at 24x (18x in 2024), KV.ee plus City24.ee in Estonia at
15x (16x in 2024), CVBankas.lt at 5x (7x in 2024) and Skelbiu.lt at
19x (19x in 2024).
· At
the beginning of the new financial year, we successfully
implemented pricing and packaging changes for our C2C segment
across all business units, which have resulted in increased
yields2 in all business lines. Yields per active ad
were: Auto +10%, Real Estate +10%, Services +19%.
· The
numbers of C2C active ads2 in our verticals continued to
grow in the H1 2025: Auto up 9%, Real
Estate up 20%, Services up 9%.
· This
half year, we introduced additional KPIs on Auto and Real Estate
C2C, including the number of listed ads2 and revenue per
listed ad. The number of monthly listed ads increased by 1% in Auto
and by 2% in Real Estate. Listed ads on our Generalist5
platform, which is competing with our market leading verticals,
declined by 6%.
· Yields per C2C listed ad were: Auto +18%, Real Estate +29%,
Generalist5 +12%.
· In
Auto and Real Estate, our annual B2C price actions were implemented
in September and October 2024, supported by enhancements in product
offerings and packaging. In Jobs6, this commenced in
September 2024 and will continue to roll out over the next 12
months.
· Business customer numbers were robust across all business
lines: unchanged at last year's record level at Auto, +4% in Real
Estate and +2% in Jobs.
· The
changes to our B2C packages and prices led to increased
ARPU2 in all business lines: Auto +17%, Real Estate
+19%, Jobs +12%.
· Traffic to our websites averaged 55.8 million visits per
month4, which implies the entire Baltic population
visited our sites 9 times every month.
· During H1 2025, we introduced a number of improvements to our
products and services, including:
· Auto: at Autoplius.lt, we
have introduced a market demand assessment tool for dealers. This
tool leverages the platform's data to generate a score that
accurately reflects supply and demand conditions. Additionally, we
have enhanced our support for dealers by offering a car buying
tool, which facilitates the sourcing of vehicles from within our
platform. Furthermore, a car history check service has been
incorporated into our premium B2C package. At Auto24.ee, we have
introduced value-based pricing for our basic package aimed at B2C
customers. Additionally, we have enhanced the car financing product
by offering a bullet loan option for car buyers.
· Real
Estate: At Aruodas.lt, we have
implemented a segmentation system for self-service customers,
allowing us to apply different monetisation strategies for private
sellers and developers. Additionally, we have introduced new B2C
packages specifically designed for co-living projects. This
emerging property type has distinct characteristics, prompting us
to tailor our offerings to meet its unique needs. We've also
launched an interior design gallery showcasing concepts from local
designers who present their portfolios on Paslaugos.lt. Meanwhile,
at KV.ee, we've significantly upgraded our map search functionality
by enhancing accuracy and focusing on user experience. Furthermore,
we have improved the quality of our listings by integrating data
from the state registry, streamlining the listing process, and
reducing inaccuracies.
· Jobs and
Services: At Cvbankas.lt, we have
developed a proprietary AI matching model that leverages large
language models and custom embedding technology to enhance
recommendations for both job seekers and employers. At GetaPro.lv,
we have introduced a value-added service (VAS) that allows service
providers to enhance the visibility of their listings.
· Generalist: At Skelbiu.lt, we
have enhanced our fraud prevention program by incorporating
additional security measures into the buyer-to-seller chat
application. Users are now required to verify their identity in
more situations to continue their conversations.
· The
number of BCG employees during the H1 2025 grew to on average 144
FTEs (end of 2024: 140 FTEs). At the end of the period the split of
women to men was 49:51.
· We
aim to reach our net zero target by 2050 and as part of our
net zero journey we are working on increasing the percentage of
renewable electricity to 100% and reducing our direct emissions by
giving up company's ICE vehicles by 2030.
Justinas Šimkus, Chief Executive
Officer of Baltic Classifieds Group, said:
"The first half of the year
delivered a solid financial performance, laying a strong foundation
for our full-year results.
The compounding effect of
sustained strong growth has led to our EBITDA doubling in just 3.5
years after our IPO, which is a remarkable achievement of which I
am very proud.
All three vertical business lines
have excelled, achieving record numbers of advertisers, an enhanced
competitive position, and increased yields across our portfolio.
While growth in the generalist segment has been slower, its unique
contribution to achieving synergies across our portfolio remains
invaluable.
Our core revenue streams, which
contribute 90% of our total revenue - B2C and C2C - have achieved
remarkable growth, with both segments reporting a 17% increase. The
improving macroeconomic environment, particularly in Real Estate
markets, has bolstered customer profitability and fueled increased
demand for our services. These outcomes reaffirm the reliability
and effectiveness of our platform in driving successful
transactions for our clients.
Strategic pricing and packaging
initiatives have been instrumental in this success. Adjustments to
C2C pricing at the start of the financial year and enhancements to
B2C pricing toward the end of the reporting period have positioned
us to sustain this momentum into the second half of the
year.
I want to take this opportunity to
sincerely thank the entire team for their dedication and hard work.
These achievements are a direct result of your commitment, and I am
truly honored to work with such a talented and driven
team."
Outlook
· The
Board remains confident in the outlook for the second half of the
year, driven by the successful implementation of pricing and
packaging changes and the continued momentum across our
business.
· For
the second half of the year, the Board is expecting revenue growth
of at least 15%, with Auto, Real Estate, and Jobs & Services
segments projected to grow above this target, while the Generalists
category is expected to grow below the overall Group average.
Growth will primarily be fueled by B2C ARPU and C2C yield
expansion, with inventory levels anticipated to remain in line with
those observed in H1 2025. This implies an upgrade to the full year
revenue outlook after the over-performance in H1 2025.
· The
Board expects the EBITDA margin for the financial year 2025 to
expand by one percentage point compared to 2024.
· In
terms of capital allocation, the Board remains committed to its
current policy, prioritising the use of excess cash to both reduce
gross debt and continue the share buyback program, particularly in
the absence of compelling M&A opportunities.
1 Audience lead. Leadership position based on time on site
using Similarweb data, except for Auto24. Auto24 has no significant
vertical competitor, next relevant player is Generalist portal,
therefore, the relative auto market share for this Generalist
portal is calculated by multiplying time on site by the percentage
of active auto listings out of total listings at the end of the
reported period. Similarweb has updated its data collection
methodology, and historical data has been adjusted
accordingly.
2 Yield
refers to the change in average monthly revenue per active C2C ad
(in Auto, Real Estate, Services), per C2C listed ad (in Auto, Real
Estate, Generalist) or ARPU in B2C. ARPU is monthly average revenue
per user (in Auto - per dealer, in Real Estate - per broker, in
Jobs - per company). The number of active ads represents the daily
average number of C2C listings displayed on the website during the
period, while the number of listed ads refers to monthly average
number of new C2C listings and extensions during the
period.
3 Alternative performance measure, see note 3 to Condensed Interim
Financial Statements for further details.
4 Note: there were changes in the
cookie consent policy (general obligation to consent with all
cookies that are not strictly necessary for website operation) and
internet browsers policy of more strict control of 3rd party
cookies on websites. Both mentioned reasons result in loss of data
collected by web analytics services like Google
Analytics.
5 Skelbiu.lt only, which is our
main Generalist portal.
6 CVbankas.lt only, which is our
Jobs vertical.
Analyst presentation dates/Conference call
details
A presentation for analysts will
be held via video webcast and conference call at 9:30 am GMT,
Thursday, 5 December 2024. Details below.
The live webcast will be available at:
https://www.investis-live.com/balticclassifieds/67289ce2642e91000e2ec1a9/reywq
Participants joining via telephone:
United Kingdom
(Toll-free)
|
+44 800 358 1035
|
United Kingdom
|
+44 20 3936 2999
|
United States
|
+1 646 787 9445
|
United States
(Toll-free)
|
+1 855 979 6654
|
Lithuania
|
+370 521 40 826
|
All other locations
|
+44 20 3936 2999
|
Global Dial-In Numbers
|
|
Access code:
300695
Press *1 to ask a question, *2 to withdraw your question, or
*0 for operator assistance.
Accessing the telephone
replay
A recording will be available
until Thursday, 12 December,
2024
United Kingdom
(Toll-free)
|
+44 808 304 5227
|
United Kingdom
|
+44 20 3936 3001
|
United States
|
+1 845 709 8569
|
United States
(Toll-free)
|
+1 855 762 8306
|
All other locations
|
+44 20 3936 3001
|
Access Code: 535058
For media inquiries:
Lina Mačienė
Chief Financial Officer
investorrelations@balticclassifieds.com
About Baltic Classifieds Group
PLC
Baltic Classifieds Group PLC
("BCG") is the leading online classifieds group in the Baltics,
which owns and operates fourteen leading vertical and generalist
online classifieds portals in Lithuania, Estonia and Latvia. BCG's
online classifieds portfolio comprises four business lines - auto,
real estate, jobs & services and generalist. In the six months
ended 31 October 2024, the Group's portals were visited on average
55.8 million times a month (Source: Google Analytics), making the
Group one of the largest online companies in the region (Source:
Google Analytics).
The Group listed on the London
Stock Exchange in July 2021 and is a member of the FTSE 250
Index.
For more information, please
visit https://balticclassifieds.com/
Summary of operating performance in H1 2025
Market Context
· In
the Auto market, the easing of sourcing issues has driven a 7%
increase in car transactions1. However, transaction
volumes still have room to recover to pre-pandemic levels.
Advertised car prices2 have stabilised, remaining
consistent with last year, while average dealer sale
times2 have shortened, supported by increasing demand.
Dealers are benefiting from higher transaction volumes and quicker
turnaround times.
· The
Real Estate market is showing signs of recovery from last year's
slowdown. Only 17% of households in Lithuania, 26% in Estonia and
14% in Latvia have a mortgage3, and while the decrease
in EURIBOR rates was not the only driver, it positively contributed
to a 4%4 increase in the total number of real estate
transactions compared to H1 2024. The average price of
apartments5 has stabilised, remaining consistent with
last year and brokers are benefiting from higher transaction
volumes.
· The
Lithuanian job market continues to show resilience and
adaptability. While the unemployment rate has risen to 7.6% (H1
2024: 6.8%)6, companies continue to invest in the search
and selection process to find the right candidates for their open
positions.
· eCommerce activities saw significant growth during the
pandemic, with an increase in both online buyers and sellers as
transactions shifted online. This trend contributed to the
expansion of our generalist platforms and ancillary services, such
as deliveries. Since that time, the growth rate of eCommerce has
reverted to its customary trajectory.
Revenue
Group revenue grew 17% to €41.8
million (H1 2024: €35.8 million) as a consequence of growth in all
four business lines, underpinned by strength in the core
business:
· Auto
business line grew 17%. Both B2C and C2C grew 17%.
· Real
Estate business line grew 26%. B2C grew 24% and C2C grew
32%.
· Jobs
& Services business line grew 17%. B2C (Jobs) grew 14% and C2C
(mainly Services) grew 28%.
· Generalist business line, which is largely C2C, grew
4%.
Core classifieds revenue streams,
B2C and C2C, remain the cornerstone of the Group's performance,
contributing 90% of total revenue (H1 2024: 90%).
B2C accounts for 50% of Group revenue and
delivered 17% growth, and C2C, representing 40%, achieved the same
growth of 17%.
The main drivers of revenue growth
remain the increasing number of ads across our business sectors,
the growing base of advertisers, and the rise in yields7
across all our businesses.
In May 2024, at the start of the
reporting period, we implemented C2C pricing and packaging changes
across most of our portals, which are reflected in the reported
revenue figures. Later, in September and October 2024, we
introduced B2C pricing and packaging updates for the Auto, Real
Estate, and Jobs portals, enhancing our value proposition. These
will contribute more to the second half of the year.
|
H1 2025
|
H1 2024
|
Change
|
B2C: monthly number of customers
|
|
|
|
Auto dealers
|
3,749
|
3,749
|
0%
|
Real Estate brokers
|
5,102
|
4,917
|
+4%
|
Jobs* companies
|
2,421
|
2,377
|
+2%
|
|
|
|
|
C2C: number of active ads
|
|
|
|
Auto**
|
37,650
|
34,695
|
+9%
|
Real Estate
|
24,182
|
20,140
|
+20%
|
Services
|
8,967
|
8,243
|
+9%
|
|
|
|
|
C2C: monthly number of listed ads
|
|
|
|
Auto**
|
25,918
|
25,685
|
+1%
|
Real Estate
|
9,436
|
9,227
|
+2%
|
Generalist***
|
94,951
|
100,873
|
(6%)
|
|
|
|
|
B2C: monthly ARPU7 (€)
|
|
|
|
Auto
|
317
|
271
|
+17%
|
Real Estate
|
205
|
172
|
+19%
|
Jobs*
|
461
|
411
|
+12%
|
|
|
|
|
C2C: monthly revenue per active ad (€)
|
|
|
|
Auto**
|
22
|
20
|
+10%
|
Real Estate
|
25
|
23
|
+10%
|
Services
|
27
|
23
|
+19%
|
|
|
|
|
C2C: revenue per listed ad (€)
|
|
|
|
Auto**
|
32
|
27
|
+18%
|
Real Estate
|
64
|
50
|
+29%
|
Generalist***
|
7
|
7
|
+12%
|
* In Jobs & Services business
line B2C revenue comes from Jobs only; C2C revenue principally
comes from Services portals, therefore only Services platforms'
information is presented.
** Car ads only (excluding ads of
vehicle parts, vehicles other than cars and other
categories).
*** Skelbiu.lt only, which is our
main Generalist portal.
We continue to observe
strengthening network effects across all business units, as a
growing customer base generates more content, driving greater
audience engagement.
The performance of B2C customers
remains robust across the board:
· Auto
dealers number is consistent with what we saw a year
ago.
· Real
Estate brokers grew by 4%, driven primarily by small brokers
transitioning to B2C subscriptions rather than placing
advertisements as C2C customers.
· The
number of Jobs customers grew by 2%, reflecting a potential in
acquiring more long-tail customers.
In C2C,
both the number of active ads and listed ads grew across all
verticals.
· In
terms of active ads, in Auto and Real Estate the growth of 9% and
20% accordingly was primarily driven by the underlying market
conditions, i.e. longer selling time (which means each advert is
active for more time). The 9% growth in Services active ads number
was driven by the growing client base using our
platform.
· The
number of listed ads in Auto and Real Estate grew slightly: 1% and
2% accordingly. This was partly driven by an increase in the number
of advertisers, as well as market conditions where, in some cases,
items remained unsold during the initially selected period, leading
to relistings or ad extensions. Regarding the main Generalist
portal, which accounts for 70% of our Generalist business line
revenue, approximately 75% of this revenue is derived from vertical
categories such as Auto, Real Estate, Jobs, and Services. We
strategically leverage Skelbiu.lt to strengthen our vertical
platforms. Skelbiu.lt ranks as the 6th most visited
website in Lithuania8 and generates high-quality traffic
for our market-leading vertical platforms through cross-listing.
Consequently, our Generalist platform faces competition from these
verticals, contributing to a 6% decline in the number of listed ads
on the Generalist platform during this half-year.
In terms of ARPU in our B2C
segment:
· Auto
ARPU is up 17% driven by price and packaging changes implemented at
the end of H1 2024 (September and October 2023) and the most recent
adjustments made at the end of H1 2025 (September and October
2024).
· Real
Estate ARPU is up 19% driven by subscription fee and packaging
changes which took place at the end of H1 2024. The changes
implemented from September to October 2023 were aimed at both,
growth in ARPU and incentivising customers to choose individual and
more expensive premium packages for brokers. On top of that, the
tailwind of recovering inventory levels resulted in the utilisation
of more slots per customer. This year's annual pricing actions were
implemented during September and October 2024.
· Jobs
ARPU is up 12% mainly due to pricing changes, including reduced
volume discounts. CVbankas, being the market leader, is
well-positioned to take advantage of a vibrant employment market,
ensuring continued revenue growth. Price changes were implemented
on new and renewing customers in September 2023 and were rolling
out to the customers through the 12-month cycle until autumn this
year. This year the new prices were introduced in September 2024,
and like last year, are rolling out to the customers through the
12-month cycle.
In terms of the yields7
in our C2C segment:
· We
implemented price changes in May 2024. As a result, the monthly
revenue per active ad in both Auto and Real Estate increased by
10%, though this is already partially offset by ads remaining on
the site for longer periods. Services average monthly revenue per active ad was up 19% mainly due
to price changes and an increased usage of our value-added
services.
· As a
result of implemented price changes and advertisers opting in for
longer packages, revenue per listed ad increased by 18% in Auto,
29% in Real Estate and 12%
in Generalist.
Ancillary revenue, which accounts
for 6% of the revenue and is primarily derived from Auto financial
intermediation, grew by 22% this half-year. Auto financial
intermediation growth was driven by improved conversion rates, a
decrease in EURIBOR, and an overall increase in auto
transactions.
Advertising revenue, which
accounts for 5% of revenue, grew by 10% this half-year.
Operating costs
Operating costs before
depreciation and amortisation increased 11% to €8.9 million (H1
2024: €8.0 million).
€ million
|
H1 2025
|
H1 2024
|
Change
|
Labour costs
|
6.1
|
5.3
|
16%
|
Advertising and marketing
services
|
0.5
|
0.5
|
2%
|
IT expenses
|
0.4
|
0.4
|
(4%)
|
Other
|
1.9
|
1.8
|
5%
|
Operating costs excluding depreciation and
amortisation
|
8.9
|
8.0
|
11%
|
Depreciation and
amortisation
|
6.5
|
8.4
|
(22%)
|
Operating costs
|
15.5
|
16.4
|
(6%)
|
The majority of our operating
costs are people costs. It is close to 15% of Group revenue and
almost 70% of operating costs if excluding depreciation and
amortisation.
Investment in our people increased
by 16% to €6.1 million (H1 2024: €5.3 million). BCG team grew on
average by 4 full-time employees (FTEs) if compared to the end of
the year 2024. If we compare to H1 2024, our team grew by 7% to on
average 144 FTEs (H1 2024: 134 FTEs). In addition to team
expansion, the majority of the increase in personnel costs was
driven by annual salary reviews, reflecting the wage inflation
trends observed in the Baltics. Within these costs, share-based
payment expenses amounted to €1.0 million (H1 2024: €1.0 million),
reflecting an increase of 9%.
Our marketing costs amount to
slightly more than 1% of revenue. As a portfolio of brands, we
optimise marketing expenses by leveraging our own websites for
advertising, minimising the need for external service providers.
This is particularly advantageous due to our ownership of
Skelbiu.lt, Lithuania's leading generalist platform. Ranking as the
6th most visited site in Lithuania8 and
featuring strong vertical categories, Skelbiu.lt drives
high-quality traffic to our market-leading vertical platforms
through cross-listing.
The third-party IT services are
representing 1% of revenue, and other general administrative
expenses account for 5% of revenue. We have continued our support
for non-governmental organisations (NGOs), donating €0.1 million
during the period (H1 2024: €0.1 million). This includes
contributions to an organisation assisting Ukraine in their ongoing
war situation and two charitable foundations dedicated to
supporting children in need in Estonia.
In July 2024, the intangible asset
related to business client relationships, acquired in July 2019
with a five-year useful life, was fully amortised. As a result, in
H1 2025 we had a significant decrease in depreciation and
amortisation costs.
Net finance expense
Our finance costs mainly comprise
of interest costs (1.75% margin plus Euribor) in the amount of €1.4
million (H1 2024: €1.9 million) and commitment fees relating to
€10.0 million unsecured and undrawn Revolving Credit Facility
("RCF"). This was offset by interest receivable on cash held in
banks of €0.1 million (H1 2024: €0.1 million).
Net debt and leverage
During H1 2025, €5.0 million of
the existing debt has been voluntarily repaid. An additional €7.0
million was repaid in November, after the end of H1
2025.
Compared to the end of 2024, net
debt9 was reduced by €2.0
million to €25.6 million (2024: €27.5 million) and we ended the
half-year with leverage9
at 0.4x (2024: 0.5x).
€ million
|
31-Oct-24
|
30-Apr-24
|
Bank loan principal
amount
|
45.0
|
50.0
|
Customer credit
balances10
|
2.3
|
2.4
|
Total debt
|
47.3
|
52.4
|
Cash
|
(21.7)
|
(24.9)
|
Net
debt
|
25.6
|
27.5
|
EBITDA9 LTM
|
60.4
|
55.3
|
Leverage
|
0.4x
|
0.5x
|
Tax
The Group tax charge of €3.3
million (H1 2024: €2.3 million) represented an effective tax rate
of 13% (H1 2024: 13%). The Group tax charge is a net of:
· current tax expense of €3.7 million (H1 2024: €2.9 million);
and
· change in deferred tax which is positive €0.4 million and
mainly consists of deferred tax from acquired intangibles (H1 2024:
€0.7 million which mainly consists of deferred tax from acquired
intangibles).
Profitability and Alternative Performance
Measures
The Group has identified certain
Alternative Performance Measures ("APMs") that it believes provide
additional useful information on the performance of the Group.
These APMs are not defined within IFRS and are not considered to be
a substitute for, or superior to, IFRS measures. These APMs may not
be necessarily comparable to similarly titled measures used by
other companies.
Directors use these APMs alongside
IFRS measures when budgeting and planning, and when reviewing
business performance.
For APM descriptions and
reconciliation to IFRS measures, see note 3 to Condensed Interim Financial Statements.
€ million
|
H1 2025
|
H1 2024
|
Change
|
EBITDA
|
32.9
|
27.8
|
18%
|
EBITDA margin %
|
79%
|
78%
|
1% pt
|
|
|
|
|
Depreciation and
amortisation
|
(6.5)
|
(8.4)
|
(22%)
|
Operating Profit
|
26.4
|
19.4
|
36%
|
|
|
|
|
Add back: amortisation of acquired
intangibles
|
6.2
|
8.1
|
(24%)
|
Adjusted Operating Profit
|
32.5
|
27.5
|
18%
|
|
|
|
|
Net finance costs
|
(1.4)
|
(1.8)
|
(22%)
|
Profit before tax
|
25.0
|
17.6
|
42%
|
|
|
|
|
Income tax expense
|
(3.3)
|
(2.3)
|
47%
|
Profit for the period
|
21.7
|
15.3
|
41%
|
|
|
|
|
Add back: deferred tax impact of
acquired intangibles amortisation
|
(0.3)
|
(0.7)
|
(58%)
|
Adjusted net income
|
27.6
|
22.7
|
21%
|
|
|
|
|
Basic EPS (€ cents)
|
4.5
|
3.1
|
44%
|
Adjusted basic EPS (€ cents)
|
5.7
|
4.6
|
24%
|
This half a year there were no
add-backs to our EBITDA. Our EBITDA grew 18% to €32.9 million (H1
2024: €27.8 million). With revenue growing at a faster pace than
our cost base, the EBITDA margin expanded to 79% (H1 2024:
78%).
Adjusted operating profit grew to
€32.5 million (H1 2024: €27.5 million) and reported operating
profit was €26.4 million (H1 2024: €19.4 million).
BCG intends to return one third of
adjusted net income each year via an interim and final dividend.
For this purpose, we show amortisation of acquired intangibles and
the tax effect on it together with the adjusting items in the table
above. Adjusted net income grew 21% and reached €27.6 million (H1
2024: €22.7 million). Profit for the period grew to €21.7 million
(H1 2024: €15.3 million).
Earnings per Share ("EPS")
Basic EPS was 4.5 € cents based on
the weighted average number of shares of 482,734,472. (H1 2024: 3.1
€ cents based on weighted average number of shares of 492,016,798).
Similarly to last half year, there was limited dilution effect on
EPS from the employee share arrangements.
Adjusted basic EPS grew 24% and
was 5.7 € cents (H1 2024: 4.6 € cents).
Cash flow and cash conversion
Cash generated from operating
activities grew 17% (from €29.1 million in H1 2024 to €34.2
million). Cash conversion9 was maintained at 99% (H1
2024: 99%). Net cash inflow from operating activities (business
generated cash after corporate income tax and net interest
payments) grew 18% to €28.5 million (H1 2024: €24.2
million).
Capital allocation
Net cash generated from operating
activities was allocated during H1 2025 to the
following:
· Paying the final dividend for the year 2024 of 2.1 € cents
per share in October 2024, totalling €10.1 million (the final
dividend for the year 2023, paid in H1 2024 was 1.7 € cents per
share, totalling €8.4 million).
· Reducing the loan liability by partially paying down the debt
in the amount of €5.0 million (H1 2024: €15.0 million). An
additional €7.0 million was repaid In November, after the end of H1
2025.
· Buying back Company shares for cancellation for €13.5 million
(H1 2024: €7.0 million).
The capital allocation policy
remains unchanged. We intend to use all the cash we generate in a
year, within that same year or shortly thereafter for the
below:
· BCG
intends to return one third of adjusted net income each year via an
interim and final dividend, split approximately one third and two
thirds, respectively. The interim dividend for the year 2025 will
be paid on 24 January 2025 to members on the register on 13
December 2024. Dividends are declared and paid in euros.
Shareholders can elect to have dividends paid in British Pound
Sterling. Currency election deadline for 2025 interim dividend is 3
January 2025.
· We
will continue considering value-creating M&A opportunities. All
options for financing attractive acquisition opportunities remain
open, including using own cash, increasing our debt and even
seeking additional equity capital. However, using own cash is the
most likely and this would most likely not affect dividends but
might reduce capacity for share buy-backs.
· We
intend using a combination of share buy-backs and debt repayment
from the balance of cash.
We also intend to keep our capital
policy under review and may revise it from time to time.
Going concern
The Group generated significant
cash from operations during the period. As of 31 October 2024, the
Group had drawn none of the €10.0 million unsecured Revolving
Credit Facility ("RCF") and had cash balances of €21.7 million. The
€10.0 million RCF is committed until July 2026.
1 Source:
State Enterprise Regitra, Autotyrimai and Maanteeamet
2 Company information
3 Source: Statista.com, calendar
year 2023 data
4 Source: State Enterprise Centre
of Registers Lithuania, Land Register Latvia, Land Board
Estonia
5 Average
apartment prices based on apartment prices in Vilnius, Riga and
Tallinn. Source: Swedbank (prices per square metre)
6 Source:
The Department of Statistics of Lithuania
7 Yield
refers to the change in average monthly revenue per active C2C ad
(in Auto, Real Estate, Services), per C2C listed ad (in Auto, Real
Estate, Generalist) or ARPU in B2C. ARPU is monthly average revenue
per user (in Auto - per dealer, in Real Estate - per broker, in
Jobs - per company).
8 Source:
Similarweb
9 Alternative performance measure, see
note 3 to Condensed Interim Financial Statements for further
details.
10 Customer credit balances relate to amounts held by customers
in e-wallets and are included within trade and other payables as
well as cash and cash equivalents.
Principal risks and
uncertainties
The Group is exposed to a number
of risks and uncertainties in its business which could impact its
ability to effectively execute its strategy over the remaining six
months of the year and could cause actual results to differ
materially from expected and/or historical results.
The Board has considered the
principal risks and uncertainties for the first half and the
remaining half of the financial year and will be reporting on them
more fully in the Annual Report and Accounts for the year ended 30
April 2024.
Geopolitical risk
Further escalation of the war in
Ukraine could result in the unrest and instability in the Baltic
countries, potentially impacting consumer behaviour (e.g. reducing
spending or investing), seller activity (e.g. disrupting retail),
and investor perception of the business.
Political and macroeconomic situation
Economic conditions (whether due
to economic cycle or supply chain disruption) could lead to a
retraction in the underlying markets, a reduction in stock,
consumer wallets and a reduction in advertisers' budgets or
appetite to spend, which all have the potential to reduce revenue.
Economic conditions can also impact the cost pressures (such as
wage growth, price inflation, interest rates, etc.).
Competition
The Group may face new competition
in existing markets or in new areas of activity. Additionally,
changes in technology, including AI, and consumer behaviour can
influence how people search for cars, real estate, jobs or general
products, potentially leading to a loss of consumer audience. There
is also a risk of new entrants with innovative business models,
such as offering services for free, impacting the Group's audience,
content and revenue. Furthermore, as the Group diversifies into new
and adjacent markets, the competitive landscape widens.
Laws & regulations
The Group is subject to
competition and antitrust laws, which may limit the market power,
pricing or other actions of any firm within the Group.
Companies can be subject to legal
action, investigations and proceedings by national and
supranational competition and antitrust authorities, as well as
claims from clients and business partners for alleged infringements
of competition and antitrust laws. These actions could result in
fines, other forms of liability or damage to the companies'
reputation. Additionally, such laws and regulations could limit or
prohibit the ability to grow in certain markets.
Future acquisitions by the Group
could be affected by applicable antitrust laws and may be
unsuccessful if the required approvals from competition authorities
are not obtained.
Technology
Cyber-attacks. The Group is at
greater risk from cyber threats due to its large scale and
prominence. As the business is entirely dependent on information
technology to provide its services, successful attacks have the
potential to directly impact revenue.
Major data breach. A cyber-attack
or internal failure, resulting in disabling of platforms or
systems, or a major data breach, could adversely impact the Group's
reputation, erode trust and lead to a loss of revenue and / or
profits. Data breaches, a common form of cyber-attack, can have a
significant negative business impact and often arise from
insufficiently protected data.
Disruption to availability of
services. The availability and reliability of services for the
Group's customers are of paramount importance. Any downtime or
disruption to consumer or advertiser services can adversely impact
the business through customer complaints, credits, decreased
consumer usage, and potential reputational damage.
Therefore, the availability of
third-party services, such as internet provision and mobile
communication, which are essential for using the Group's services,
is also crucial.
Disruption to our customer and / or supplier
operations
Disruptions to the operations of
the Group's customers and suppliers in their day-to-day business
may affect the Group's ability to achieve desired
results.
Acquisition risk
The Group might make an
unsuccessful acquisition or face challenges in integrating an
acquisition, which could lead to reduced profits and impairment
charge. There is also a risk that the
Group might incur acquisition related search or due diligence
costs, even if it ultimately exits the process or does not secure
the acquisition.
Climate change
From a long-term perspective, the
Group is subject to physical climate risks, directly related to
climate change, and transitional climate risks, which may arise due
to transitioning to a lower carbon economy. Increased severity of
extreme weather events due to accelerating global warming may
result in disruption to provision of services from our service
providers, affect the availability of websites and change
commercial customers' behaviour.
New regulations relating to the
reduction of carbon emissions and increasing climate change
awareness may affect the Group's operations and the volume of
listings and encourage us to adapt our business to the new
regulations and changing market tendencies.
Forward-looking statement
Certain statements in this results
announcement and update on trading constitute forward-looking
statements. Any statement in this document that is not a statement
of historical fact including, without limitation, those regarding
the Company's future plans and expectations, operations, financial
performance, financial condition and business is a forward-looking
statement. Such forward-looking statements are subject to known and
unknown risks and uncertainties that may cause actual results to
differ materially. These risks and uncertainties include, among
other factors, changing economic, financial, business or other
market conditions. These and other factors could adversely affect
the outcome and financial effects of the plans and events described
in this statement. As a result, you are cautioned not to place
reliance on such forward-looking statements. Nothing in this
statement should be construed as a profit forecast.
Responsibility statement of the
directors in respect of the half yearly financial
report
We confirm that to the best of our
knowledge:
• the condensed set of financial
statements has been prepared in accordance with IAS 34 Interim
Financial Reporting as adopted for use in the UK;
• the interim management report
includes a fair review of the information required by Disclosure
Guidance and Transparency Rules of the Financial Conduct Authority
("DTR") 4.2.7R and 4.2.8R namely:
(a) an indication of
important events that have occurred during the first six months of
the financial year and their impact on the condensed set of
financial statements; and a description of the principal risks and
uncertainties for the remaining six months of the year;
and
(b) related party
transactions that have taken place in the first six months of the
current financial year and that have materially affected the
financial position or performance of the entity during that period;
and any changes in the related party transactions described in
Annual report and Accounts 2024 that could do so.
Justinas Šimkus
Chief Executive Officer
5 December 2024
|
Lina Mačienė
Chief Financial Officer
5 December 2024
|
Condensed Consolidated Interim
Statement of Profit or Loss and Other Comprehensive
Income
For the six months ended 31
October 2024
|
Notes
|
6 months ended 31 October
2024
(€
thousands)
|
|
6 months ended 31 October
2023
(€
thousands)
|
|
Year
ended 30
April
2024
(€
thousands)
|
|
|
|
|
|
|
|
|
|
Revenue
|
5
|
41,829
|
|
35,791
|
|
72,067
|
|
Other income
|
|
6
|
|
23
|
|
25
|
|
Expenses
|
6
|
(15,466)
|
|
(16,447)
|
|
(33,755)
|
|
Operating profit
|
|
26,369
|
|
19,367
|
|
38,337
|
|
|
|
|
|
|
|
|
|
Finance income
|
7
|
130
|
|
132
|
|
238
|
|
Finance expenses
|
7
|
(1,515)
|
|
(1,914)
|
|
(3,649)
|
|
Net
finance costs
|
|
(1,385)
|
|
(1,782)
|
|
(3,411)
|
|
|
|
|
|
|
|
|
|
Profit before tax
|
|
24,984
|
|
17,585
|
|
34,926
|
|
|
|
|
|
|
|
|
|
Income tax expense
|
8
|
(3,299)
|
|
(2,250)
|
|
(2,878)
|
|
Profit for the period
|
|
21,685
|
|
15,335
|
|
32,048
|
|
Other comprehensive
income/(loss)
|
|
-
|
|
-
|
|
-
|
|
Total comprehensive income for the period
|
|
21,685
|
|
15,335
|
|
32,048
|
|
Attributable to:
|
|
|
|
|
|
|
|
Owners of the Company
|
|
21,685
|
|
15,335
|
|
32,048
|
|
|
|
|
|
|
|
|
|
Earnings per share (€ cents)
|
|
|
|
|
|
|
|
Basic
|
9
|
4.49
|
|
3.12
|
|
6.54
|
|
Diluted
|
9
|
4.49
|
|
3.12
|
|
6.53
|
|
Condensed Consolidated Interim
Statement of Financial Position
At 31 October 2024
|
Notes
|
31 October
2024
(€
thousands)
|
|
31 October
2023
(€
thousands)
|
|
30 April
2024
(€
thousands)
|
Assets
|
|
|
|
|
|
|
Property, plant and
equipment
|
|
683
|
|
561
|
|
546
|
Intangible assets and
goodwill
|
10
|
363,078
|
|
377,464
|
|
369,299
|
Right-of-use assets
|
|
999
|
|
835
|
|
1,153
|
Deferred tax assets
|
|
-
|
|
241
|
|
-
|
Non-current assets
|
|
364,760
|
|
379,101
|
|
370,998
|
|
|
|
|
|
|
|
Trade and other
receivables
|
11
|
4,914
|
|
4,156
|
|
4,472
|
Cash and cash equivalents
|
|
21,713
|
|
20,449
|
|
24,857
|
Current assets
|
|
26,627
|
|
24,605
|
|
29,329
|
|
|
|
|
|
|
|
Total assets
|
|
391,387
|
|
403,706
|
|
400,327
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
Share capital
|
12
|
5,636
|
|
5,745
|
|
5,690
|
Own shares held
|
13
|
(6,560)
|
|
(5,854)
|
|
(5,854)
|
Capital reorganisation
reserve
|
|
(286,904)
|
|
(286,904)
|
|
(286,904)
|
Capital redemption
reserve
|
|
186
|
|
77
|
|
132
|
Retained earnings
|
|
618,516
|
|
620,437
|
|
621,090
|
Total equity
|
|
330,874
|
|
333,501
|
|
334,154
|
|
|
|
|
|
|
|
Loans and borrowings
|
15
|
45,016
|
|
54,413
|
|
49,941
|
Deferred tax liabilities
|
|
2,495
|
|
3,660
|
|
2,874
|
Non-current liabilities
|
|
47,511
|
|
58,073
|
|
52,815
|
|
|
|
|
|
|
|
Current tax liabilities
|
|
1,124
|
|
1,382
|
|
1,909
|
Loans and borrowings
|
15
|
313
|
|
395
|
|
356
|
Trade and other payables
|
16
|
6,226
|
|
6,011
|
|
6,260
|
Contract liabilities
|
|
5,339
|
|
4,344
|
|
4,833
|
Current liabilities
|
|
13,002
|
|
12,132
|
|
13,358
|
|
|
|
|
|
|
|
Total liabilities
|
|
60,513
|
|
70,205
|
|
66,173
|
|
|
|
|
|
|
|
Total equity and liabilities
|
|
391,387
|
|
403,706
|
|
400,327
|
Condensed Consolidated Interim
Statement of Changes in Equity
For the six months ended 31
October 2024
|
No t e
|
Share
capital
(€
thousands)
|
Own shares
held
(€
thousands)
|
Capital reorganisation
reserve
(€
thousands)
|
Capital redemption
reserve
(€
thousands)
|
Retained
earnings
(€
thousands)
|
Total
equity
(€
thousands)
|
|
|
|
|
|
|
|
|
Balance at 30 April 2023
|
|
5,783
|
(6,252)
|
(286,904)
|
39
|
619,986
|
332,652
|
Profit for the period
|
|
-
|
-
|
-
|
-
|
15,335
|
15,335
|
Other comprehensive
income
|
|
-
|
-
|
-
|
-
|
-
|
-
|
Total comprehensive income
|
|
-
|
-
|
-
|
-
|
15,335
|
15,335
|
Transactions with
owners:
|
|
|
|
|
|
|
|
Share-based payments
|
19
|
-
|
-
|
-
|
-
|
959
|
959
|
Tax impact of share-based
payments
|
|
-
|
-
|
-
|
-
|
(20)
|
(20)
|
Exercise of employee share
options
|
13
|
-
|
398
|
-
|
-
|
(395)
|
3
|
Purchase of shares for
cancellation
|
12
|
(38)
|
-
|
-
|
38
|
(7,069)
|
(7,069)
|
Dividends
|
14
|
-
|
-
|
-
|
-
|
(8,359)
|
(8,359)
|
Balance at 31 October 2023
|
|
5,745
|
(5,854)
|
(286,904)
|
77
|
620,437
|
333,501
|
|
|
|
|
|
|
|
|
Balance at 30 April 2023
|
|
5,783
|
(6,252)
|
(286,904)
|
39
|
619,986
|
332,652
|
Profit for the year
|
|
-
|
-
|
-
|
-
|
32,048
|
32,048
|
Other comprehensive
income
|
|
-
|
-
|
-
|
-
|
-
|
-
|
Total comprehensive income
|
|
-
|
-
|
-
|
-
|
32,048
|
32,048
|
Transactions with
owners:
|
|
|
|
|
|
|
|
Share-based payments
|
19
|
-
|
-
|
-
|
-
|
2,165
|
2,165
|
Tax impact of share-based
payments
|
|
-
|
-
|
-
|
-
|
(20)
|
(20)
|
Exercise of employee share
options
|
13
|
-
|
398
|
-
|
-
|
(395)
|
3
|
Purchase of shares for
cancellation
|
12
|
(93)
|
-
|
-
|
93
|
(19,442)
|
(19,442)
|
Dividends
|
14
|
-
|
-
|
-
|
-
|
(13,252)
|
(13,252)
|
Balance at 30 April 2024
|
|
5,690
|
(5,854)
|
(286,904)
|
132
|
621,090
|
334,154
|
|
|
|
|
|
|
|
|
Balance at 30 April 2024
|
|
5,690
|
(5,854)
|
(286,904)
|
132
|
621,090
|
334,154
|
Profit for the period
|
|
-
|
-
|
-
|
-
|
21,685
|
21,685
|
Other comprehensive
income
|
|
-
|
-
|
-
|
-
|
-
|
-
|
Total comprehensive income
|
|
-
|
-
|
-
|
-
|
21,685
|
21,685
|
Transactions with
owners:
|
|
|
|
|
|
|
|
Share-based payments
|
19
|
-
|
-
|
-
|
-
|
1,044
|
1,044
|
Purchase of shares for performance
share plan
|
|
-
|
(2,363)
|
-
|
-
|
-
|
(2,363)
|
Exercise of employee share
options
|
13
|
-
|
1,657
|
-
|
-
|
(1,645)
|
12
|
Purchase of shares for
cancellation
|
12
|
(54)
|
-
|
-
|
54
|
(13,553)
|
(13,553)
|
Dividends
|
14
|
-
|
-
|
-
|
-
|
(10,105)
|
(10,105)
|
Balance at 31 October 2024
|
|
5,636
|
(6,560)
|
(286,904)
|
186
|
618,516
|
330,874
|
Condensed Consolidated Interim Statement of Cash
Flows
For the six months ended 31
October 2024
|
Notes
|
6 months ended 31 October
2024
(€
thousands)
|
|
6 months ended 31 October
2023
(€
thousands)
|
|
Year ended
30 April
2024
(€
thousands)
|
Cash flows from operating activities
|
|
|
|
|
|
|
Profit for the period
|
|
21,685
|
|
15,335
|
|
32,048
|
|
|
|
|
|
|
|
Adjustments for:
|
|
|
|
|
|
|
Depreciation and
amortisation
|
6
|
6,545
|
|
8,445
|
|
16,918
|
Loss on property, plant and
equipment disposals
|
|
4
|
|
-
|
|
-
|
Taxation
|
8
|
3,299
|
|
2,250
|
|
2,878
|
Net finance costs
|
7
|
1,385
|
|
1,782
|
|
3,411
|
Share-based payments
|
19
|
1,044
|
|
959
|
|
2,165
|
|
|
|
|
|
|
|
Working capital adjustments:
|
|
|
|
|
|
|
Increase in trade and other
receivables
|
|
(441)
|
|
(634)
|
|
(958)
|
Increase in trade and other
payables
|
|
164
|
|
518
|
|
1,554
|
Increase in contract
liabilities
|
|
506
|
|
462
|
|
951
|
Cash generated from operating activities
|
|
34,191
|
|
29,117
|
|
58,967
|
Corporate income tax paid
|
|
(4,462)
|
|
(3,324)
|
|
(4,714)
|
Interest received
|
|
125
|
|
132
|
|
237
|
Interest and commitment fees
paid
|
|
(1,332)
|
|
(1,739)
|
|
(3,292)
|
Net
cash inflow from operating activities
|
|
28,522
|
|
24,186
|
|
51,198
|
|
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
Acquisition of intangible assets and
property, plant and equipment
|
|
(309)
|
|
(177)
|
|
(306)
|
Proceeds from sale of property,
plant and equipment
|
|
-
|
|
3
|
|
3
|
Acquisition of business
|
|
-
|
|
-
|
|
-
|
Net
cash used in investing activities
|
|
(309)
|
|
(174)
|
|
(303)
|
|
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
Repayment of loans and
borrowings
|
|
(5,000)
|
|
(15,000)
|
|
(20,000)
|
Payment of lease
liabilities
|
|
(132)
|
|
(155)
|
|
(305)
|
Purchase of own shares for
cancellation
|
12
|
(13,764)
|
|
(7,119)
|
|
(19,540)
|
Purchase of own shares for
performance share plan
|
13
|
(2,363)
|
|
-
|
|
-
|
Proceeds from exercise of share
options
|
13
|
12
|
|
3
|
|
3
|
Dividends paid
|
14
|
(10,105)
|
|
(8,359)
|
|
(13,252)
|
Net
cash used in financing activities
|
|
(31,352)
|
|
(30,630)
|
|
(53,094)
|
|
|
|
|
|
|
|
Net
cash (outflow) / inflow from operating, investing and financing
activities
|
|
(3,139)
|
|
(6,618)
|
|
(2,199)
|
Differences on exchange
|
|
(5)
|
|
(3)
|
|
(14)
|
Net
(decrease) / increase in cash and cash
equivalents
|
|
(3,144)
|
|
(6,621)
|
|
(2,213)
|
Cash and cash equivalents at the
beginning of the period
|
|
24,857
|
|
27,070
|
|
27,070
|
Cash and cash equivalents at the end of the
period
|
|
21,713
|
|
20,449
|
|
24,857
|
1. General
information
Baltic Classifieds Group PLC (the
"Company") is a Company incorporated in the United Kingdom and its
registered office is Highdown House, Yeoman Way, Worthing, West
Sussex, United Kingdom, BN99 3HH (Company no. 13357598). The
condensed consolidated interim financial statements as at, and for
the six months ended, 31 October 2024 comprise the Company and its
subsidiaries (together referred to as the "Group"). The principal
business of the Group is operating leading online classifieds
portals for auto, real estate, jobs and services, and general
merchandise in the Baltics.
2. Principles of preparation of
condensed consolidated interim financial
statements
This condensed set of financial
statements, which is unaudited, has been prepared in accordance
with IAS 34 Interim Financial Reporting as adopted in the UK and
the Disclosure Guidance and Transparency Rules sourcebook of the
United Kingdom's Financial Conduct Authority.
The annual financial statements of
the Group are prepared in accordance with UK-adopted international
accounting standards. As required by the Disclosure Guidance and
Transparency Rules of the Financial Conduct Authority, the
condensed set of financial statements has been prepared by applying
accounting policies and presentation that were applied in the
preparation of the Company's published consolidated financial
statements for the year ended 30 April 2024.
The information for the year ended
30 April 2024 does not constitute statutory accounts as defined in
section 434 of the Companies Act 2006. A copy of the statutory
accounts for that year has been delivered to the Registrar of
Companies. The auditor has reported on those accounts; their report
(i) was unqualified, (ii) did not include a reference to any
matters to which the auditor drew attention by way of emphasis
without qualifying their report and (iii) did not contain a
statement under section 498 (2) or (3) of the Companies Act
2006.
Use of estimates and judgments
The preparation of the condensed
consolidated interim financial statements, in accordance with
UK-adopted IFRS, requires management to make judgments, estimates
and assumptions that affect the application of accounting policies
and the reported amounts of assets, liabilities, income and
expenses. Actual results may differ from these
estimates.
Estimates and underlying
assumptions are reviewed on an ongoing basis. Revisions to
accounting estimates are recognised in the period in which the
estimates are revised or in any future periods affected.
In preparing these condensed
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 consolidated financial statements for the year ended
30 April 2024.
Going concern
The Directors have made an
assessment of the Group's ability to continue as a going concern
covering a period of at least 12 months from the date of approval
of these condensed consolidated interim financial statements and
has a reasonable expectation that the Group has adequate resources
to continue in operational existence over this period.
The Group meets its day-to-day
working capital requirements from cash balances, if needed the
Group also has access to a revolving credit facility that amounts
to €10,000 thousand and is available until July 2026. As at 31
October 2024 no amounts of the revolving credit facility were drawn
down.
The Group has a bank loan which
matures in July 2026 and its availability is subject to continued
compliance with certain covenants, it becomes repayable on demand
in the case of a change in control. The Group voluntarily repaid
€5,000 thousand of the loan during the six months ended 31 October
2024, the outstanding balance at the period end amounts to €45,000
thousand. In addition, the Company has bought-back its own shares
for €13,764 thousand and paid a dividend comprising €10,105
thousand of cash. The Group had cash balances of €21,713 thousand
at the period end. After 31 October 2024, the Group has made a
further voluntary repayment of debt of €7,000 thousand.
When assessing the going concern
of the Group, the directors have reviewed the year-to-date
financial information. During the six months ended 31 October 2024
the Group has earned a profit of €21,685 thousand and generated a
net operating cash inflow of €28,522 thousand. The Directors also
reviewed detailed financial forecasts for the period ending 12
months from the date of approval of these condensed consolidated
interim financial statements. The assumptions used in the financial
forecasts are based on the Group's historical performance and the
Directors' experience of the industry.
The Directors considered severe
but plausible downside scenarios taking into account the impact of
any major data breach, adverse changes to the competitive
environment and a continuing geopolitical tension in the
neighbouring countries, and their effect on revenues and costs. In
all scenarios considered a positive liquidity and covenants
headroom is maintained during the 12 months after signing the half
year report. The stress testing indicates that, the Group will
comply with its debt covenants and have sufficient funds, to meet
its liabilities as they fall due for the assessment
period.
Consequently, the Directors are
confident that the Group will have sufficient funds to continue to
meet its liabilities as they fall due for at least 12 months from
the date of approval of these condensed consolidated interim
financial statements and therefore have prepared these condensed
consolidated interim financial statements on a going concern
basis.
3. Alternative performance
measures (APMs)
In the analysis of the Group's
financial performance, certain information disclosed in the
financial statements may be prepared on a non-GAAP basis or has
been derived from amounts calculated in accordance with IFRS but
are not themselves an expressly permitted GAAP measure. These
measures are reported in line with the way in which financial
information is analysed by management and designed to increase
comparability of the Group's year-on-year financial position, based
on its operational activity. These measures are not designed to be
a substitute for any of the IFRS measures of performance and may
not be directly comparable with other companies' alternative
performance measures. The key alternative performance measures
presented by the Group are:
· Adjusted operating profit which is Operating profit after
adding back acquired intangibles amortisation. This measure helps
to provide an indication of the Group's ongoing business
performance.
· EBITDA which is Operating profit after adding back
depreciation and amortisation. This measure is used internally to
assess business performance and in budgeting and
forecasting.
· EBITDA margin which is EBITDA as a percentage of revenue.
Progression in EBITDA margin is an important indicator of the
Group's operating efficiency.
· Adjusted net income which is Profit for the period after
adding back post-tax impact of acquired intangibles amortisation
and one-off corporate income tax credit relating to 2021. It is
used to arrive at Adjusted basic EPS and in applying the Group's
capital allocation policy.
· Adjusted basic EPS which is Adjusted net income divided by
the weighted average number of ordinary shares in issue. This
measure helps to provide an indication of the Group's ongoing
business performance.
· Net
debt which is calculated as total debt (bank loans principal and
Osta.ee customer credit balances) less cash and cash equivalents.
Net debt is used to arrive at the leverage ratio.
· Leverage which is calculated as Net debt as a percentage of
EBITDA over last twelve months (LTM). This measure is used in
assessing covenant compliance for the Group's loan facility which
includes a Total leverage ratio covenant (see note 15).
· Cash
conversion which is EBITDA after deducting acquisition of
intangible assets and property, plant and equipment as a percentage
of EBITDA. This measure is used to monitor the Group's operational
efficiency.
Reconciliation of alternative performance
measures
Adjusted operating profit
|
|
6 months ended 31 October
2024
(€
thousands)
|
|
6 months ended 31 October
2023
(€
thousands)
|
|
Year ended 30 April
2024
(€
thousands)
|
Operating profit
|
|
26,369
|
|
19,367
|
|
38,337
|
Acquired intangibles
amortisation
|
|
6,178
|
|
8,104
|
|
16,208
|
Adjusted operating profit
|
|
32,547
|
|
27,471
|
|
54,545
|
EBITDA
|
|
6 months ended 31 October
2024
(€
thousands)
|
|
6 months ended 31 October
2023
(€
thousands)
|
|
Year ended 30 April
2024
(€
thousands)
|
Operating profit
|
|
26,369
|
|
19,367
|
|
38,337
|
Depreciation and
amortisation1
|
|
6,545
|
|
8,445
|
|
16,918
|
EBITDA
|
|
32,914
|
|
27,812
|
|
55,255
|
EBITDA margin
|
|
79%
|
|
78%
|
|
77%
|
1 Including acquired intangibles
amortisation of €6,178 thousand (€8,104 thousand in the six months
ended 31 October 2023 and €16,208 thousand in the year ended 30
April 2024).
Adjusted net income
|
|
6 months ended 31 October
2024
(€
thousands)
|
|
6 months ended 31 October
2023
(€
thousands)
|
|
Year ended 30 April
2024
(€
thousands)
|
Profit for the period
|
|
21,685
|
|
15,335
|
|
32,048
|
Acquired intangibles
amortisation
|
|
6,178
|
|
8,104
|
|
16,208
|
Deferred tax effect of acquired
intangibles amortisation
|
|
(304)
|
|
(717)
|
|
(1,434)
|
CIT credit relating to
20212
|
|
-
|
|
-
|
|
(1,830)
|
Adjusted net income
|
|
27,559
|
|
22,722
|
|
44,992
|
2 See note 8 for more
information
Adjusted basic EPS
|
|
6 months ended 31 October
2024
|
|
6 months ended 31 October
2023
|
|
Year ended 30 April
2024
|
Adjusted net income (€
thousands)
|
|
27,559
|
|
22,722
|
|
44,992
|
Weighted average number of ordinary
shares (note 9)
|
|
482,734,472
|
|
492,016,798
|
|
489,975,882
|
Adjusted basic EPS (€ cents)
|
|
5.71
|
|
4.62
|
|
9.18
|
Net debt
|
|
31 October
2024
(€
thousands)
|
|
31 October
2023
(€
thousands)
|
|
30 April
2024
(€
thousands)
|
Bank loan principal
amount
|
|
45,000
|
|
55,000
|
|
50,000
|
Customer credit balances (note
16)
|
|
2,269
|
|
2,310
|
|
2,398
|
Total debt
|
|
47,269
|
|
57,310
|
|
52,398
|
Cash and cash equivalents
|
|
(21,713)
|
|
(20,449)
|
|
(24,857)
|
Net
debt
|
|
25,556
|
|
36,861
|
|
27,541
|
Leverage
|
|
31 October
2024
(€
thousands)
|
|
31 October
2023
(€
thousands)
|
|
30 April
2024
(€
thousands)
|
Net debt
|
|
25,556
|
|
36,861
|
|
27,541
|
EBITDA (LTM)
|
|
60,357
|
|
51,076
|
|
55,255
|
Total leverage ratio
|
|
0.42
|
|
0.72
|
|
0.50
|
Cash conversion
|
|
6 months ended 31 October
2024
(€
thousands)
|
|
6 months ended 31 October
2023
(€
thousands)
|
|
Year ended 30 April
2024
(€
thousands)
|
EBITDA
|
|
32,914
|
|
27,812
|
|
55,255
|
Acquisition of intangible assets and
property, plant and equipment
|
|
(309)
|
|
(177)
|
|
(306)
|
|
|
32,605
|
|
27,635
|
|
54,949
|
Cash conversion
|
|
99%
|
|
99%
|
|
99%
|
4. Operating
segments
Operating segments are identified
on the basis of internal reports about components of the Group that
are regularly reviewed by the chief operating decisionmaker
("CODM") in order to allocate resources to the segments and to
assess their performance. The CODM has been identified as the Board
of Baltic Classifieds Group PLC.
The main focus of the Group is
operating leading online classifieds platforms for automotive, real
estate, jobs and services, and general merchandise in the Baltics.
The Group's business is managed on a consolidated level. The Board
views information for each classified platform at a revenue level
only and therefore the platforms are considered products but not a
separate line of business or segment. The Group considers itself a
classified business operating in a well-defined and economically
similar geographical area, the Baltic countries. And therefore, the
Board views detailed revenue information but only views costs and
profit information at a Group level. As such, management concluded
that BCG has one operating segment, which also represents one
reporting segment.
The revenue break-down is
disclosed by primary geographical markets, key revenue streams and
revenue by business lines in accordance with IFRS 15 in note
5.
5. Revenue
In the following tables, revenue
from contracts with customers is disaggregated by primary
geographical markets, key revenue streams and revenue by business
lines.
Primary geographic markets
|
|
6 months ended 31 October
2024
(€
thousands)
|
|
6 months ended 31 October
2023
(€
thousands)
|
|
Year ended 30 April
2024
(€
thousands)
|
Lithuania
|
|
|
29,278
|
|
25,032
|
|
50,354
|
|
Estonia
|
|
|
11,742
|
|
10,065
|
|
20,277
|
|
Latvia
|
|
|
809
|
|
694
|
|
1,436
|
|
Total
|
|
|
41,829
|
|
35,791
|
|
72,067
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Key
revenue streams
|
|
|
6 months ended 31 October
2024
(€
thousands)
|
|
6 months ended 31 October
2023
(€
thousands)
|
|
Year ended 30 April
2024
(€
thousands)
|
|
Listings revenue
|
|
|
37,464
|
|
32,041
|
|
64,612
|
|
- Listings revenue: B2C
|
|
|
20,765
|
|
17,727
|
|
36,289
|
|
- Listings revenue: C2C
|
|
|
16,699
|
|
14,314
|
|
28,323
|
|
Ancillary
revenue1
|
|
|
2,353
|
|
1,922
|
|
3,762
|
|
Advertising revenue
|
|
|
2,012
|
|
1,828
|
|
3,693
|
|
Total
|
|
|
41,829
|
|
35,791
|
|
72,067
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue by business lines
|
|
|
6 months ended 31 October
2024
(€
thousands)
|
|
6 months ended 31 October
2023
(€
thousands)
|
|
Year ended 30 April
2024
(€
thousands)
|
|
Auto
|
|
|
16,024
|
|
13,679
|
|
27,543
|
|
- Listings revenue:
B2C
|
|
|
7,130
|
|
6,104
|
|
12,954
|
|
- Listings revenue:
C2C
|
|
|
6,160
|
|
5,261
|
|
10,032
|
|
- Ancillary revenue
|
|
|
2,239
|
|
1,791
|
|
3,512
|
|
- Advertising
revenue
|
|
|
495
|
|
523
|
|
1,045
|
|
|
|
|
|
|
|
|
|
|
Real Estate
|
|
|
11,004
|
|
8,768
|
|
18,036
|
|
- Listings revenue:
B2C
|
|
|
6,290
|
|
5,077
|
|
10,688
|
|
- Listings revenue:
C2C
|
|
|
3,634
|
|
2,745
|
|
5,432
|
|
- Ancillary revenue
|
|
|
25
|
|
28
|
|
45
|
|
- Advertising
revenue
|
|
|
1,055
|
|
918
|
|
1,871
|
|
|
|
|
|
|
|
|
|
|
Jobs & Services
|
|
|
8,241
|
|
7,063
|
|
13,849
|
|
- Listings revenue:
B2C
|
|
|
6,698
|
|
5,867
|
|
11,214
|
|
- Listings revenue:
C2C
|
|
|
1,511
|
|
1,178
|
|
2,593
|
|
- Ancillary revenue
|
|
|
-
|
|
-
|
|
-
|
|
- Advertising
revenue
|
|
|
32
|
|
18
|
|
42
|
|
|
|
|
|
|
|
|
|
|
Generalist
|
|
|
6,560
|
|
6,281
|
|
12,639
|
|
- Listings revenue:
B2C
|
|
|
647
|
|
679
|
|
1,433
|
|
- Listings revenue:
C2C
|
|
|
5,394
|
|
5,130
|
|
10,266
|
|
- Ancillary revenue
|
|
|
89
|
|
103
|
|
205
|
|
- Advertising
revenue
|
|
|
430
|
|
369
|
|
735
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
41,829
|
|
35,791
|
|
72,067
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
1 Ancillary
revenue includes revenue from financial intermediation,
subscription services and other. Financial intermediation revenue
accounts for 86% of the total ancillary revenue for the six months
ended 31 October 2024 (91% for the six months ended 31 October 2023
and 89% for the year ended 30 April 2024).
6. Operating
profit
|
6 months ended 31 October
2024
(€
thousands)
|
|
6 months ended 31 October
2023
(€
thousands)
|
|
Year ended 30 April
2024
(€
thousands)
|
Operating profit is after
charging the following:
|
|
|
|
|
|
Labour costs
|
(6,115)
|
|
(5,274)
|
|
(11,326)
|
Depreciation and
amortisation
|
(6,545)
|
|
(8,445)
|
|
(16,918)
|
Advertising and marketing
services
|
(503)
|
|
(493)
|
|
(1,040)
|
IT expenses
|
(416)
|
|
(432)
|
|
(837)
|
Impairment loss on trade receivables
and contract assets
|
(2)
|
|
(6)
|
|
(50)
|
Other
|
(1,885)
|
|
(1,797)
|
|
(3,584)
|
|
(15,466)
|
|
(16,447)
|
|
(33,755)
|
7. Net finance
costs
|
6 months ended 31 October
2024
(€
thousands)
|
|
6 months ended 31 October
2023
(€
thousands)
|
|
Year ended 30 April
2024
(€
thousands)
|
Interest income
|
130
|
|
132
|
|
237
|
Other financial income
|
-
|
|
-
|
|
1
|
Total finance income
|
130
|
|
132
|
|
238
|
|
|
|
|
|
|
Interest expenses
|
(1,445)
|
|
(1,857)
|
|
(3,516)
|
Commitment and agency
fees
|
(40)
|
|
(40)
|
|
(79)
|
Other financial expenses
|
(5)
|
|
(4)
|
|
(16)
|
Interest unwind on lease
liabilities
|
(25)
|
|
(13)
|
|
(38)
|
Total finance expenses
|
(1,515)
|
|
(1,914)
|
|
(3,649)
|
|
|
|
|
|
|
Net
finance costs recognised in profit or loss
|
(1,385)
|
|
(1,782)
|
|
(3,411)
|
|
|
|
|
|
|
8. Income taxes
|
6 months ended 31 October
2024
(€
thousands)
|
|
6 months ended 31 October
2023
(€
thousands)
|
|
Year ended 30 April
2024
(€
thousands)
|
Current tax expense
|
|
|
|
|
|
Current year
|
(3,678)
|
|
(2,922)
|
|
(5,928)
|
Adjustments for current tax of prior
periods1
|
-
|
|
-
|
|
1,834
|
Deferred tax expense
|
|
|
|
|
|
Change in deferred
tax2
|
379
|
|
672
|
|
1,216
|
|
|
|
|
|
|
Tax
expense
|
(3,299)
|
|
(2,250)
|
|
(2,878)
|
1 Year ended 30 April 2024 amount
includes €1,830 thousand credit which relates to CIT for 2021.
Until December 2023, the Lithuanian Tax Authority (LTA) maintained
that a tax group, and thus the sharing of tax losses with a group
company earning taxable profits, could only be established two
years after companies became part of the same group. However, a
court ruling on 13 December 2023 found this interpretation of
Article 56(1), Paragraph 1 of the Corporate Income Tax Law
incorrect. The decision is final. Following the ruling, CIT
declarations for 2020-2021 were updated with a tax loss of €12,200
thousand being transferred from UAB Antler Group to UAB Diginet
LTU, resulting in a €1,830 thousand CIT overpayment by UAB Diginet
LTU, which has now been
utilised.
2 Six months ended 31 October 2024
amount includes €188 thousand of adjustments relating to changes in
tax rates.
Tax losses can be transferred
between companies within the same tax group effectively reducing
consolidated income tax expense.
9. Earnings per share
|
6 months ended 31 October
2024
|
|
6 months ended 31 October
2023
|
|
Year ended 30 April
2024
|
|
|
|
|
|
|
Weighted average number of shares
outstanding
|
482,734,472
|
|
492,016,798
|
|
489,975,882
|
Dilution effect on the weighted
average number of shares
|
479,522
|
|
-
|
|
928,407
|
Diluted weighted average number of
shares outstanding
|
483,213,994
|
|
492,016,798
|
|
490,904,289
|
Profit for the period (€
thousands)
|
21,685
|
|
15,335
|
|
32,048
|
Basic earnings per share (€ cents)
|
4.49
|
|
3.12
|
|
6.54
|
Diluted earnings per share (€ cents)
|
4.49
|
|
3.12
|
|
6.53
|
|
|
|
|
|
|
In calculating diluted EPS, the
weighted average number of ordinary shares in issue is adjusted to
assume conversion of all potentially dilutive shares. The Group's
potentially dilutive instruments are in respect of share-based
incentives granted to employees. Options under the Performance
Share Plan (note 19) are contingently issuable shares and are
therefore only included within the calculation of diluted EPS if
the performance conditions are satisfied.
The reconciliation of the weighted
average number of shares is provided below:
|
6 months ended 31 October
2024
|
|
6 months ended 31 October
2023
|
|
Year ended 30 April
2024
|
|
Number
of shares
|
|
Number
of shares
|
|
Number
of shares
|
Issued ordinary shares at 1 May less
ordinary shares held by EBT
|
485,588,745
|
|
493,363,165
|
|
493,363,165
|
Weighted effect of ordinary shares
purchased by EBT
|
(465,217)
|
|
-
|
|
-
|
Weighted effect of share-based
incentives exercised
|
536,821
|
|
148,716
|
|
196,255
|
Weighted effect of own shares
purchased for cancellation
|
(2,925,877)
|
|
(1,495,083)
|
|
(3,583,538)
|
Weighted average number of ordinary shares
|
482,734,472
|
|
492,016,798
|
|
489,975,882
|
10. Intangible assets and
goodwill
|
Goodwill
(€
thousands)
|
Trademarks and
domains
(€
thousands)
|
Relationships with
clients
(€
thousands)
|
Other intangible
assets
(€
thousands)
|
Total
(€
thousands)
|
Cost
|
|
|
|
|
|
Balance at 30 April
2023
|
329,961
|
63,340
|
50,960
|
1,291
|
445,552
|
Additions
|
-
|
-
|
-
|
-
|
-
|
Balance at 31 October 2023
|
329,961
|
63,340
|
50,960
|
1,291
|
445,552
|
|
|
|
|
|
|
Balance at 30 April
2023
|
329,961
|
63,340
|
50,960
|
1,291
|
445,552
|
Disposals
|
-
|
-
|
-
|
(45)
|
(45)
|
Balance at 30 April 2024
|
329,961
|
63,340
|
50,960
|
1,246
|
445,507
|
|
|
|
|
|
|
Balance at 30 April
2024
|
329,961
|
63,340
|
50,960
|
1,246
|
445,507
|
Additions
|
-
|
15
|
-
|
-
|
15
|
Balance at 31 October 2024
|
329,961
|
63,355
|
50,960
|
1,246
|
445,522
|
|
|
|
|
|
|
Accumulated amortisation and impairment
losses
|
|
|
|
|
|
Balance at 30 April
2023
|
-
|
23,348
|
35,822
|
749
|
59,919
|
Amortisation
|
-
|
3,167
|
4,937
|
65
|
8,169
|
Balance at 31 October 2023
|
-
|
26,515
|
40,759
|
814
|
68,088
|
|
|
|
|
|
|
Balance at 30 April
2023
|
-
|
23,348
|
35,822
|
749
|
59,919
|
Amortisation
|
-
|
6,334
|
9,874
|
126
|
16,334
|
Disposals
|
-
|
-
|
-
|
(45)
|
(45)
|
Balance at 30 April 2024
|
-
|
29,682
|
45,696
|
830
|
76,208
|
|
|
|
|
|
|
Balance at 30 April
2024
|
-
|
29,682
|
45,696
|
830
|
76,208
|
Amortisation
|
-
|
3,167
|
3,011
|
58
|
6,236
|
Balance at 31 October 2024
|
-
|
32,849
|
48,707
|
888
|
82,444
|
|
|
|
|
|
|
Carrying amounts
|
|
|
|
|
|
Balance at 30 April
2023
|
329,961
|
39,992
|
15,138
|
542
|
385,633
|
Balance at 31 October
2023
|
329,961
|
36,825
|
10,201
|
477
|
377,464
|
Balance at 30 April 2024
|
329,961
|
33,658
|
5,264
|
416
|
369,299
|
Balance at 31 October 2024
|
329,961
|
30,506
|
2,253
|
358
|
363,078
|
11. Trade and other
receivables
|
31 October
2024
(€
thousands)
|
|
31 October
2023
(€
thousands)
|
|
30 April
2024
(€
thousands)
|
Trade receivables
|
4,419
|
|
3,773
|
|
4,071
|
Expected credit loss on trade
receivables
|
(50)
|
|
(47)
|
|
(48)
|
Prepayments
|
298
|
|
298
|
|
225
|
Other short-term
receivables
|
247
|
|
132
|
|
224
|
Total
|
4,914
|
|
4,156
|
|
4,472
|
Trade and other receivables
(except for loan receivables) are non-interest bearing. The Group
has recognised impairment losses in the amount of
€50 thousand as at 31 October 2024 (€47 thousand
as at 31 October 2023 and €48 thousand as at 30 April 2024). Change
in impairment losses for trade receivables, netted with recoveries,
for the six months ended 31 October 2024 amounted to €2 thousand
(€6 thousand for the six months ended 30 October 2023 and €50
thousand for year ended 30 April 2024). As at 31
October 2024, 31 October 2023 and 30 April 2024, there are no
pledges on trade receivables.
12. Equity
|
Number of
shares
|
|
Share capital
amount
(€
thousands)
|
|
Share premium
amount
(€
thousands)
|
|
|
|
|
|
|
Balance as at 30 April 2023
|
496,963,165
|
|
5,783
|
|
-
|
Purchase and cancellation of own
shares
|
(3,224,063)
|
|
(38)
|
|
-
|
Balance as at 31 October 2023
|
493,739,102
|
|
5,745
|
|
-
|
|
|
|
|
|
|
Balance as at 30 April 2023
|
496,963,165
|
|
5,783
|
|
-
|
Purchase and cancellation of own
shares
|
(8,018,738)
|
|
(93)
|
|
-
|
Balance as at 30 April 2024
|
488,944,427
|
|
5,690
|
|
-
|
|
|
|
|
|
|
Balance as at 30 April 2024
|
488,944,427
|
|
5,690
|
|
-
|
Purchase and cancellation of own
shares
|
(4,591,748)
|
|
(54)
|
|
-
|
Balance as at 31 October 2024
|
484,352,679
|
|
5,636
|
|
-
|
Included within shares in issue at
31 October 2024 are 3,138 thousand
(3,356
thousand at 31 October 2023 and 30 April 2023) shares held by
the Employee Benefit Trust ("EBT") (note 13).
13. Own shares
held
|
|
Shares held by
EBT
|
|
|
Amount
(€
thousands)
|
|
Number
(thousands)
|
Balance as at 30 April 2023
|
|
6,252
|
|
3,600
|
Exercise of share options
|
|
(398)
|
|
(244)
|
Balance as at 31 October 2023
|
|
5,854
|
|
3,356
|
|
|
|
|
|
Balance as at 30 April 2023
|
|
6,252
|
|
3,600
|
Exercise of share options
|
|
(398)
|
|
(244)
|
Balance as at 30 April 2024
|
|
5,854
|
|
3,356
|
|
|
|
|
|
Balance as at 30 April 2024
|
|
5,854
|
|
3,356
|
Purchase of shares for performance
share plan1
|
|
2,363
|
|
800
|
Exercise of share options
|
|
(1,657)
|
|
(1,018)
|
Balance as at 30 April 2024
|
|
6,560
|
|
3,138
|
1 Shares were purchased on 17 July
2024 at a price of £2.47 (€2.94) per share.
14. Dividends
Dividends paid by the Company were
as follows:
|
6 months ended 31 October
2024
(€
thousands)
|
|
6 months ended 31 October
2023
(€
thousands)
|
|
Year ended 30 April
2024
(€
thousands)
|
2023 final dividend
|
-
|
|
8,359
|
|
8,359
|
2024 interim dividend
|
-
|
|
-
|
|
4,893
|
2024 final dividend
|
10,105
|
|
-
|
|
-
|
Total
|
10,105
|
|
8,359
|
|
13,252
|
Total dividends per share for the
periods to which they relate were as follows:
|
6 months ended 31 October
2024
(€
cents per share)
|
|
6 months ended 31 October
2023
(€
cents per share)
|
|
Year ended 30 April
2024
(€
cents per share)
|
2024 interim dividend
|
-
|
|
1.0
|
|
1.0
|
2024 final dividend
|
-
|
|
-
|
|
2.1
|
2025 interim dividend
|
1.2
|
|
-
|
|
-
|
Total
|
1.2
|
|
1.0
|
|
3.1
|
The 2025 interim dividend will be
paid on 24 January 2025 to shareholders on the register at the
close of business on 13 December 2024 and the payment will comprise
approximately €5,800 thousand of cash. Dividends are declared and
paid in euros. Shareholders can elect to have dividends paid in
British Pound Sterling. Currency election deadline for 2024 interim
dividend is 3 January 2025.
15. Loans and
borrowings
Non-current liabilities
|
31 October
2024
(€
thousands)
|
|
31 October
2023
(€
thousands)
|
|
30 April
2024
(€
thousands)
|
Bank loan
|
44,324
|
|
53,919
|
|
49,122
|
Lease liabilities
|
692
|
|
494
|
|
819
|
|
45,016
|
|
54,413
|
|
49,941
|
|
|
|
|
|
|
Current liabilities
|
|
31 October
2024
(€
thousands)
|
|
31 October
2023
(€
thousands)
|
|
30 April
2024
(€
thousands)
|
Bank loan
|
|
55
|
|
137
|
|
93
|
Lease liabilities
|
|
258
|
|
258
|
|
263
|
|
|
313
|
|
395
|
|
356
|
Bank loan:
Period
|
Maturity
|
|
Loan
currency
|
|
Effective annual interest
rate
|
|
Amount at the end of the
period
(€
thousands)
|
Six
months ended 31 October 2023
|
2026
July
|
|
€
|
|
5.39%
|
|
54,056
|
Year
ended 30 April 2024
|
2026
July
|
|
€
|
|
5.59%
|
|
49,215
|
Six months ended 31 October
2024
|
2026 July
|
|
€
|
|
5.61%
|
|
44,379
|
As at 31 October 2024 the
undrawn revolving credit facility amounted to
€10,000 thousand (€10,000 thousand at 30 April 2024 and €10,000
thousand at 31 October 2023).
The loan agreement prescribes a
Total Leverage Ratio covenant. Total Leverage Ratio is calculated
as Net Debt over last twelve months (LTM) of EBITDA and shall not
exceed 5.50:1. As at 31 October 2024, 30
April 2024 and 31 October 2023, the Group
complied with the covenant prescribed in the loan
agreement.
As per the same agreement, the
interest margin for each facility is tied to the Total Leverage
Ratio at each interest calculation date on a semi-annual basis. The
interest rate margin is 1.75% when the leverage ratio is equal or
below 2.5, and gradually increase when leverage ratio
increase. The interest rate margin
applicable for the Group was 1.75% for the periods ended 31 October
2024, 30 April 2024 and 31 October 2023.
16. Trade and other
payables
|
31 October
2024
(€
thousands)
|
|
31 October
2023
(€
thousands)
|
|
30 April
2024
(€
thousands)
|
Trade payables
|
378
|
|
388
|
|
399
|
Accrued expenses
|
432
|
|
552
|
|
437
|
Payroll related
liabilities
|
1,225
|
|
994
|
|
1,134
|
Other tax
|
1,877
|
|
1,590
|
|
1,668
|
Customer credit balances
|
2,269
|
|
2,310
|
|
2,398
|
Other payables
|
45
|
|
177
|
|
224
|
|
6,226
|
|
6,011
|
|
6,260
|
17. Related party
transactions
On 17 July 2024 the Company
purchased 4.2 million of its own shares at a price of £2.47 (€2.94)
per share from ANTLER EquityCo S.à.r.l. which is controlled by
funds advised by Apax Partners LLP (1.5 million shares at a price
of £2.06 (€2.40) per share was purchased from ANTLER EquityCo
S.à.r.l. on 22 January 2024, no such purchases during the six
months ended 31 October 2023). The transaction was executed as an
off-market purchase for which the Company was granted approval by
its shareholders at its Annual General Meeting held on 27 September
2023. Through the same placing, ANTLER EquityCo S.à.r.l. also sold
the rest of its shareholding in the Company that represented a full
exit by ANTLER EquityCo S.à.r.l. of its position in the Company. As
a result ANTLER EquityCo S.à.r.l. is no longer considered a related
party to the Company.
Apart from the above and the
remuneration of key management personnel (see note 18), including
share option awards under PSP scheme (see note 19), during the six
months ended 31 October 2024, the year ended 30 April 2024 and the
six months ended 31 October 2023, there were no other transactions
with related parties outside the consolidated Group.
18. Remuneration of key management
personnel and other payments
Key management personnel comprises
3 Executive directors (CEO, CFO, COO), 6 Non-Executive Directors,
Development Director and Directors of Group companies. Remuneration
of key management personnel, including social security and related
accruals, amounted to €984 thousand1 for the six months
ended 31 October 2024, €1,610 thousand for the year ended 30 April
2024 and €782 thousand for the six months ended 31 October 2023.
Share-based payments amounted to €852 thousand for the six months
ended 31 October 2024, €1,666 thousand for the year ended 30 April
2024 and €734 thousand for the six months ended 31 October
2023.
During the six months ended 31
October 2024, the year ended 30 April 2024 and the six months ended
31 October 2023, the Executive directors of the Group were granted
a set number of share options under the PSP scheme. See note 19 for
further detail.
During the six months ended 31
October 2024, the year ended 30 April 2024 and the six months ended
31 October 2023, key management personnel of the Group did not
receive any loans, guarantees, no other payments or property
transfers occurred, and no pension or retirement benefits were
paid.
1 Remuneration of key management
personnel for the six months ended 31 October 2024 also includes
€38 thousand dividend equivalents that relate to PSP scheme share
options vested during the six months ended 31 October
2024.
19. Share-based
payments
Performance Share
Plan
The Group currently operates a
Performance Share Plan (PSP) that is subject to a service and a
non-market performance condition. The estimate of the fair value of
the PSP is measured using Black-Scholes pricing model.
The total charge in the period
relating to the PSP scheme was €1,044 thousand (€2,165 thousand
during the financial year ended 30 April 2024 and €959 thousand
during the six months ended 31 October 2023).
On 8 July 2024, the Group awarded
794,118 share options under the PSP scheme. These awards have a
3-year service condition and performance condition which is
measured by reference to the Group's earnings per share in the year
ended 30 April 2027.
The fair value of the 2024 award
was determined to be €2.85 per option using a Black-Scholes pricing
model. The resulting share-based payments charge is being spread
evenly over the period between the grant date and the vesting
date.
The number of options outstanding
and exercisable as at 31 October 2024 was as follow:
|
|
6 months ended 31 October
2024
|
|
6 months ended 31 October
2023
|
|
Year ended 30 April
2024
|
|
|
(number)
|
|
(number)
|
|
(number)
|
Outstanding at beginning of
period
|
|
3,353,487
|
|
2,484,217
|
|
2,484,217
|
Options granted in the
period
|
|
794,118
|
|
1,138,024
|
|
1,138,024
|
Options exercised in the
period
|
|
(1,018,301)
|
|
(244,318)
|
|
(244,318)
|
Options forfeited in the
period
|
|
-
|
|
(24,436)
|
|
(24,436)
|
Outstanding at end of period
|
|
3,129,304
|
|
3,353,487
|
|
3,353,487
|
20. Enquiries by the Competition
Authorities
As at 31 October 2024, the Group
had one open enquiry from Competition Authorities, however the
Directors' view is that the likelihood of any material outflow of
resources in respect of this enquiry is remote, and therefore no
provision or contingent liability has been recognised in the
financial statements in respect of this matter (no provision or
liability at 30 April 2024 and 31 October 2023).
The supervisory proceedings were
initiated on 4 February 2022 by the ECA against AllePal OÜ, the
operator of real estate online classified portal, based on the
complaint filed by Reales OÜ. Reales OÜ had entered into service
agreement with AllePal OÜ for the insertion of real estate ads on
both of real estate online classified portals, and according to the
complaint, AllePal OÜ unfairly refused to provide the service to
Reales OÜ by terminating the agreement. According to AllePal OÜ,
service agreement was terminated because the claimant used the
services to provide real estate ads brokerage or aggregation
services and did not engage in real estate brokerage, for which the
real estate online classifieds portals are intended. AllePal OÜ
actively co-operates with the ECA and provides all necessary
information and holds negotiations with Reales OÜ in order to
develop a suitable contract and the pricing for the service needed
by the claimant. On 15 March 2022, Reales OÜ submitted an
additional complaint to initiate additional supervisory proceedings
against the AllePal OÜ, which alleges that the pricing difference
between the prices offered to the business and private customers
indicates the abuse of a dominant position. On 1 April 2022 the ECA
decided not to initiate additional proceedings and investigate the
raised question within the ongoing supervisory proceedings. As the
ECA or any other Estonian authorities have not initiated any
misdemeanour (or criminal) proceedings against any Group company,
the ongoing supervisory proceedings cannot lead to any imposition
of fines to any Group company, however, if the ECA concludes that
AllePal OÜ and Kinnisvaraportaal OÜ abused their position, the ECA
could issue a precept ordering these Group companies to end any
ongoing infringements. In October 2022, Group approached ECA and
explained that Group failed to reach the commercial agreement with
the claimant. Since then, there were no updates in the
procedure.
21. Subsequent events
A voluntary repayment of debt of
€7,000 thousand was made on 26 November 2024 reducing the
outstanding principal amount of bank borrowings to €38,000
thousand. This is a post period end non-adjusting event which has
not been recognised in the condensed interim financial
statements.