Bill Berman
Good morning, everyone, and welcome to our H1 FY 2026 results presentation. I'm Bill Berman, CEO, and I'm joined today by our CFO, Ollie Mann.
The first half of 2026 saw strong strategic and operational progress alongside continued growth. Our teams continue to deliver and drive the company forward, including in North America, where the roll-out of Pinewood.AI platform is gathering momentum.
In August, we announced a recommended acquisition by [Ridgeway?] Partners.
That acquisition was approved by shareholders last week, and is expected to complete within the next month. I'll expand on that shortly.
Ollie will then take you through the headline financials in a few minutes, but before that, I'm going to touch on the strategic and operational progress from the first half of 2026. In the first half of 2026, our key priorities have been: first, progressing on our North American product and development work; secondly, continuing our system implementation with Lookers, as well as various other customers throughout the UK and Europe, as well as Porsche Japan; thirdly, working closely with Marshall's as we move nearer to starting the roll-out with them in 2026; lastly, in addition to selling the core system, selling our expanding suite of products to both existing and new customers.
On our North American development work has continued at pace throughout 2026, both on the all-important OEM integrations, but also to ensure that the system being rolled out is the best-in-class offering in the US and Canada. We have been working closely with Lithia's team to ensure we hit our target roll-out start in Q4 of 2026.
We are on track to do this, and this is a testament to the hard work by both the Pinewood and Lithia teams. In the UK, we have continued the system implementation in the Lookers dealers, and expect this to conclude in the first half of 2027.
We have also been laying the groundwork with Marshall's to ensure that their system implementation gets off to a smooth start, with that work well underway. Our product and development teams have developed some excellent new products in the last few years, alongside the AI products we acquired with the Seez transaction last year.
We're now seeing the benefits of that work as we increase our sales across existing customer base, as well as new customers. One of the strongest proof points of the value that customers place on the solution is churn.
In fact, we actually had negative churn for the first half of 2026, with increased system usage from our existing customer base. In mid-August, we announced a recommended offer from [Ridgeway?]
Partners to acquire the Group. The cash offer of £4.48 represented an attractive premium, and provide Pinewood.AI with access to deep technology expertise, long-term capital, and partner with a strong track record of helping software businesses scale.
Given how supportive our shareholder base has been over the last few years, with a firm belief in the growth opportunity for Pinewood, particularly North America, we felt it was important that we had a chance to continue to be involved in our journey. With that in mind, shareholders also had the opportunity to roll some of their stake over into the post-transaction business.
We are delighted that so many shareholders took up that option and will continue to be part of the next chapter of our journey with us. Following the successful shareholder vote last Friday, on the 25th of September, the deal is now expected to complete between the 9th and the 23rd of October.
I'll now hand it over to Ollie to take us through the financial review.
Ollie Mann
Thanks, Bill. Morning, everyone.
In the first half of FY 2026, our underlying revenue grew by 18.4% to £23.2 million. This increase was driven by a number of factors, including the positive impact from new customers, upsells to our existing customer base, and having the full 6 months of contribution from Seez, whereas in the first half of FY 2025, we only had 4 months' worth of Seez revenue, following the acquisition of that business at the start of March 2025.
Underlying gross profit of £19.8 million was 16.5% up on last year. The gross margin rate of 85.3% fell slightly, as expected, and reflects Seez's gross margins being lower than the wider Pinewood business.
Underlying EBITDA, which is our key profit metric, was up by 11.4% to £8.8 million in H1 FY 2026. We have maintained our recurring revenue at around the 85% mark, with a marginal drop from last year.
The majority of our non-recurring revenue is from new customer system implementations. Our net customer churn was negative in the first half of the year, meaning usage from our existing customer base on a like-for-like basis actually increased in the period, which demonstrates the importance of the Pinewood system to our customers.
On slide 8, you can see the movements in our cash flow during the first half of 2026. During H1 FY 2026, we generated £1.9 million of cash from operations.
The reduction from £8.5 million in the first half of FY 2025 was due to the increased investment in our North American operation, which is shortly due to become revenue generating once the first Lithia US dealers go live in quarter 4 2026. The capital expenditure figure of £8 million in H1 FY 2026 includes £6.4 million of capitalized development spend.
In the first half of 2026, we completed the buyout of our final reseller, which was based in the Netherlands, for £3.3 million. We have now bought out all of the resellers that we had.
These movements were the primary drivers of the net decrease in cash of £10.4 million, leading to an end of June 2026 cash position of £23.9 million. On slide 9 is the end of June 2026 balance sheet.
There were closing shareholders' funds of £198.9 million, with the main driver of the increase from the end of June 2025 being the July 2025 North American JV buyout. We now have goodwill of £54.9 million on our balance sheet due to the buyout of Lithia's share of the North American JV, the Seez acquisition, and the South Africa and Netherlands reseller buyouts.
Our intangible assets balance of £166.2 million primarily arose through the North American JV buyout and Seez transactions, with the majority of the balance relating to North America customer contracts. Most of the tax liability we have relates to the US JV buyout, and will unwind as the intangible assets are amortized.
Finally, we have £23.9 million in cash. In addition to this cash, we also have a £10 million RCF facility, which remains undrawn.
On to slide 10, where we have the non-underlying items for the first half of FY 2026. There was a £0.3 million debit to revenue relating to the amortization of the Global Auto Holdings warrants.
We had £9.1 million of administrative expenses in our North American operation in the first half of the year. As guided previously, these costs will be treated as non-underlying until the Pinewood system is installed in 20 North American dealerships.
As we start our system implementations for Lithia's North America dealers in quarter 4 2026, we will start to offset these costs as our North American revenue grows. There was a £2.8 million credit relating to net fair value gain on the Lookers warrants.
Our share-based payment charge was £2.2 million in H1 FY 2026, and there was a £4 million amortization charge relating to intangibles arising on acquisition. I'll now hand back to Bill to run through the operating highlights and strategy.
Bill Berman
Thanks, Ollie. Most of you will be familiar with this slide, which sets out Pinewood's key strengths and what sets us apart from our competition.
As I mentioned earlier when talking about the first half of 2026, our customer churn is extremely low, with customers generally only leaving us if their organization is bought out by a larger group using a competing system, or if a customer goes out of business, with both of these happening rarely. I've spoken previously about the importance of being 100% cloud-based with 1 codebase, which is still unusual in our industry.
Our customers all being of the same version of the system wherever they are in the world is a big advantage for us. From a security point of view, it's much more secure being a cloud-based platform than being hosted or using on-prem servers.
Additionally, we are able to release software updates in a controlled manner, keeping our customers fully informed about any updates in the system functionality. The majority of our revenue is recurring and generally hovers around 85%.
Our customers pay quarterly in advance for the majority of their products. The main part of our revenue that is not recurring is the implementation income, which we charge to new customers and some existing customers for one-off pieces of work.
Having a fully embedded AI offering with multiple AI products sets us apart from the majority of our competitors. In addition to our AI products being fully embedded, they are also available to new customers on a standalone business without the main platform.
While we continue to innovate and recruit new talent, our expert, experienced workforce underpin what we offer. We have 40 years' experience in the automotive industry, a large portion of which has been part of an automotive retail group.
We have a unique team, many of whom worked with us both in the software and auto retail industries. Finally, our partnerships with the OEM partners are central to our success.
We have excellent relationships with our OEMs all around the world, and our market-leading technology means that our integrations with them are seamless and the benefit of all of our customers. I'll now take you through the progress we made against our strategy during H1 2026.
We have made good progress on the Lookers implementation in the first half, with a number of important brands for Lookers now operating on the Pinewood system. The combined Pinewood and Lookers teams worked together really well on that roll-out.
We continue to work closely with Marshall's on finalizing preparations for their roll-out, and we're in a good position to start that immediately. In our international markets, we have recently signed a contract with our first German group, and have more expected to follow in the next several months.
In Japan, the Porsche roll-out is going well. We expect to begin the Japan Volkswagen implementation in the second half of 2027.
We bought our Netherlands reseller out in March of 2026, which means that we have no longer any other resellers. Our product suite continues to develop at pace, with a number of products that our teams have developed over the last 2 years now available to sell to customers, along with the market-leading AI offerings we now have following the Seez acquisition last year.
The final pillar of our strategy, North America, is by some distance the largest automotive retail software market in the world. We are now on the verge of having the Pinewood system live in the United States by the end of 2026, which will be a huge achievement, but just the beginning of our story in North America.
We have hugely ambitious plans to firstly implement the system with Lithia and Global Auto Holdings North America, but alongside this, to grow our market share as quickly and as aggressively as possible. Finally, onto slide 15.
In the UK, we will continue to work alongside the Lookers team to continue the roll-out in the first half of 2027. We look forward to starting the Marshall's roll-out immediately.
With the Pinewood platform about to go live in the US, we are entering an exciting period in the company's history. We could not have a better partner to launch there with the Lithia team, and we look forward to growing our market share in the US and Canada shortly thereafter.
The acquisition by [Ridgeway?] Partners will also accelerate our growth trajectory in all markets, but particularly North America, where there is a significant addressable market.
Thank you to all the members of the Pinewood team to the continued hard work and driving us forward. We'd like to thank all of our shareholders for the support after last 2 to 3 years, and we're delighted that many of them are rolling their stake to the continuing journey with us.
Thank you for joining us today. We welcome any questions.
Operator
Thank you. Ladies and gentlemen, if you wish to ask a question over the phone, please signal by pressing *1 on your telephone keypad.
You may also submit your questions via the webcast. Again, it is *1 to ask a question over the phone.
Our first question is from Andy Wade from Jefferies. Please go ahead, your line is open.
Andy Wade
Morning, team. A bittersweet moment, but I guess congratulations on a good job.
Two questions from me. First one, in terms of Lookers and also the US pilot stores, any feedback you can give us?
Sort of interested across the board, whether it's from dealer level or whether it's sort of from further up the chain, just I suppose more interest on the Lookers side of things, how the dealers are viewing the implementation, how it's changing their lives and so on, is it making things easier, is it making cost savings possible? That's the first one.
Then the second one, following the US JV buyout, have you had much in the way of further conversations vis-à-vis future US partners? Thanks very much.
Bill Berman
Hey, Andy. Bittersweet.
I'm sure somehow you and I and Philip and the whole team will still be engaged for the years to come, but I think it's a pretty happy time for the company as a whole.
Andy Wade
I hope so.
Bill Berman
Yep, absolutely. Especially if Philip's buying.
As we go forward, I can tell you, I'll kind of start with your second question and kind of tie it into your first one. We've had lots of conversations with lots of the large, medium-sized groups in North America.
We did NADA this year. In addition to kind of winning best booth and best new entrant, we had a tremendous amount of engagement with various dealers of various sizes out of Canada and the US, and they're very impressed with the product.
I can tell you on a Lithia sense, as we get ready to roll out later this year first stores with them in North America, we've had done deep testing with them, both in sandbox, but in live, actual actuated stores, and let them see the product, and the US team has been really impressed, and they saw the same benefits that Lithia UK and even the prior Jardine stores, as they came onto the platform in '24, saw as well. Real positive things coming out of North America.
I can't really speak for other customers. I can tell you the Lookers roll-out has gone very well.
They have been great partners. They're liking the different products that we bring into it.
They're looking into putting the AI products in, starting later this year and into next year. They have seen the same type of results that Lithia UK saw as well.
I can't get much deeper into that, you'd have to ask them more specific...
Andy Wade
Yes.
Bill Berman
They've got other things on the docket on their end, but they've been great partners. I think the biggest thing I can say with Lookers, Andy, is their leadership and management teams in the UK have been incredibly supportive and help roll things out, but even at the next level up, they took their warrants and rolled it into equity, and are staying on as a shareholder in the new company.
Andy Wade
Yes.
Bill Berman
I thought that was a great testament. They could have taken some money off the table, and they decided to put that back into the company and continue on the journey with Pinewood.
Andy Wade
Great stuff. Thanks very much.
Done.
Bill Berman
Thanks, Andy. Take care.
Ollie Mann
Thanks, Andy.
Operator
Thank you. We have no further questions.
With that, we will close the call. Thank you for listening.
Bill Berman
Thanks, everybody.
Ollie Mann
Thanks, everyone.
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