MotorCycle Holdings Limited (MTO) Earnings Call Transcript & Summary
July 1, 2025
Earnings Call Speaker Segments
Operator
operatorGood day, and welcome to the MotorCycle Holdings Investor Briefing. My name is Anne, and I will be your Ever Call coordinator. The format of the call includes prepared remarks from the company followed by a question and answer session. [Operator Instructions] With us today are the team from MotorCycle Holdings, Matthew Wiesner, CEO; Nicole Spink, CFO; and Michael Poynton, COO. At this time, I will turn the call over to Matthew Wiesner, CEO of MotorCycle Holdings. You may now begin.
Matthew Wiesner
executiveThank you. Good morning, everybody, and welcome to our presentation. In regards to recently announced acquisition by ourselves of Peter Stevens and Harley Heaven. I'll run through a number of points initially, in summary -- a summary there of it and also some of our strategic rationale before we dive into some of the operational and financial aspects. So in summary of the transaction, we've entered into a binding sale agreement for a select number of dealership assets from the Peter Stevens broader group and Harley Heaven business that have been obviously in voluntary administration. Our total consideration will be of a range between $7 million and $9 million, plus our vehicle inventory through various wholesale bailment financiers. And we'll be staggering our completion dates through July with -- hopefully, following an execution of the final documentation on or about the 20 -- sorry, post our signing of our documentation on last Friday, so settlement through July. Our strategic rationale, obviously, materially enhances our MTO national footprint and allows us to -- and takes us to new geographical areas in the West with [ South ] Australia and Western Australia, Adelaide, Perth. It's -- the earnings accretion expected in the first half of '26 and with a corresponding EPS uplift we've secured some high-value assets that we would otherwise risk brand dilution through liquidation if we did it. But I mean the impact on itselves, it certainly increases our national market share. We're approximately just over 16% of the market today. We expect this will be somewhere around 20% of the national new motorcycle market. It certainly strengthens our competitive positioning, increases our enterprise value without adding any goodwill to the balance sheet. Obviously, it provides continued -- continuity of operations. And with integration of the retained staff of the Peter Stevens group, we're bringing across all of the retail people in the dealerships that we are bringing across and their e-commerce capabilities also. So people being a very important part of this process. And the acquisition will be funded from our existing cash reserves and wholesale bailment facilities for new vehicles. From an integration point of view, we're taking an isolated, stabilized approach, which effectively means we will treat this acquisition as a separate division within our group to make sure we manage and retain all the good things about the targeted assets that we're bringing across because the businesses we're bringing across have been trading well. And we're working on planned engagement with staff and customers and OEMs to ensure, obviously, that retention and alignment is there. And we see, obviously, through this quarter, especially, we'll be doing a lot of work to ensure that we maintain a positive message post the settlement of this and ensure that the relationships with OEMs that we have very strong relationships with our partners and also ensure that the existing customer base of Peter Stevens and Harley Heaven really understand that we're putting some strong financial clout behind this business and really drive that peace of mind for customers, existing customers and future customers in the future. The -- from a completion point of view, we want obviously title of all assets acquired at completion unencumbered. And we're just working through a number of areas at the moment. One, of course, we currently don't have operations in Perth or Adelaide, so we're working through a number of things like licensing and so forth at the moment to make sure we hit the time lines we need to and of course, working with our OEM partners to ensure we've got all of our various deal and agreements and so forth in line as we work through our -- or as we work through each store through this process. And of course, like to thank also our advisers in the process being Clayton Utz from a legal perspective, Ernst & Young from a finance perspective and Morgans as being -- as our corporate adviser through this process. So back to the strategic rationale. As I said, in summary, we're looking for basically a turnkey profitability with the combined Peter Stevens and Harley Heaven businesses coming onboard. As I said, we certainly expand our OEM relationships and opportunity to a true national footprint and certainly go a lot deeper in those relationships with our OEM partners through that process. As I said, it will be EPS accretive. And we'll also be looking for -- as we dig deeply into the opportunity, there will be a number of other opportunities that we will identify that will be of benefit to the group and existing operations with our group, whether it's Cassons, our parts and accessories distribution business; whether it's our used bike and buying processes that we can add further strength to. We'll certainly see opportunity in our finance and insurance business as we write greater volumes in that space. So -- and a number of other areas that we're going to be working our way through also. So to talk, I guess, further about the businesses that we're targeting and some of that detail, I'll ask Michael Poynton to take us through the next piece. Michael?
Michael Poynton
executiveThanks, Matthew. Good morning, everyone, and thank you for joining us this morning. My name is Michael Poynton, the Chief Operating Officer of MotorCycle Holdings. I'm just going to cover off on a couple of slides about the businesses and the sites in particular that we're looking to acquire as part of this transaction. Peter Stevens and Harley Heaven, they're very strong brand names, probably more so in the southern states. They were founded in Victoria in 1970 and have expanded since then to 15 dealerships, which spread across WA, SA, Victoria and also New South Wales. The revenue generated from the business last calendar year was around about $270 million and they employed around about 400 people. As part of the administration process, we essentially got to cherry pick the assets that were of most interest to us. There were certainly some businesses in there that made no sense to us nor do they fit our business model. So we've been working with the administrator over the last 6 weeks, identifying assets that made sense from a geography perspective or from an OEM perspective. And at the other end of that, out of that 15 dealerships, we've successfully or are in the process of successfully acquiring a total of 7 dealerships across 4 states. We will also be taking over all their IP, so the Harley Heaven and also that Peter Stevens brand name that's been built up over the last 50-odd years. The sites that we're going to be taking over include Peter Stevens in Adelaide, Harley Heaven in Adelaide, Peter Stevens in Dandenong, Savage Motorcycles in Perth, Harley Heaven in Perth, Harley Heaven in Penrith and Harley Heaven in Sydney. As I said, both the trading names will continue -- sorry, all 3 of the trading names including Savage Motorcycles will continue with the IP being transferred across as part of this transaction. And we're not looking to make any changes there. So these businesses will continue to trade as Peter Stevens, Savage Motorcycles and also Harley Heaven. Another Harley dealership where we're acquiring the assets, but we will be closing down the dealership is the site in Blacktown. We've already got a Harley shop in Auburn, New South Wales, which opened up early last year. And as part of this transaction, we're taking over the Penrith dealership, which Harley Heaven opened up early this year, a brand-new state of the art dealership. So in consultation with Harley-Davidson Australia, it's been agreed that the Blacktown store will be closed down, which we believe will instantly benefit the performance both through Penrith and our existing store in Auburn. We're working with the administrator now on the staff at the Blacktown location to move the key staff from that site across to both Penrith and also Auburn. As Matt briefly touched on, just with the integration strategy, our plan is to run this independent to MotorCycle Holdings, obviously, based on financial and also legal oversight. But from an operational perspective, we're keeping it very much business as usual. We're going to continue to use their systems. And we're doing that because the strategy is to really get things back on track to minimize disruption. Of course, in time, we will be looking for synergies, and we'll be looking where the 2 businesses can more efficiently work together. But at least initially, this is going to run 100% independent. As part of our transaction with the administrator, we will be retaining all the employees at the 7 sites that will be taken over. Over the last 6 weeks, we've been busy meeting with key personnel across these sites. They've got a very good team, but we look forward to working with over the months and years ahead. In addition to that, we've handpicked a team of head office staff. So the Peter Stevens and Harley Heaven business had about 35 to 40 head office staff previously. We've identified about 15 key personnel that are going to be coming across as part of this transaction. We won't be taking on the head office property cost. There's another property that we've already got in the greater MotorCycle Holdings business in Victoria, where we're planning to relocate all the head office staff to. I will now hand over to Nicole, who will speak about the financial side of the transaction.
Matthew Wiesner
executiveThanks, Michael.
Nicole Spink
executiveThanks, Mike, and thanks, Matthew, for giving overview of what I think is a fantastic acquisition for our business. And of course, it also gives us the opportunity to offer employment to over 200 staff and of course, continuing the legacy of the Peter Stevens and Harley Heaven brands. In terms of the numbers, we will be funding the purchase price using existing cash reserves. And then, of course, there will be some bailment facilities that we rely on to acquire the new motorcycle inventory. The cash price is for the non-floor planned motorcycle inventory, which is used motorcycles and some new motorcycles, parts and accessories inventory, and plant and equipment. We won't be paying any goodwill in the transaction. We do expect this to be earnings accretive in the first half of FY '26 with the, of course, the associated uplift to our EPS, which adds to our return for our shareholders. We have identified throughout the due diligence process, several opportunity areas that we think we can leverage on post acquisition. The main one, I think, probably the low-hanging fruit for us is increasing the ratio of used motorcycles to new motorcycles that we sell, which then, of course, comes with the associated pass on revenues from finance insurance and aftersales revenue from those unit sales. While we do intend to isolate the business operationally, we will be leveraging synergies from our existing shared services team. And of course, being a listed company, the group was audited, but we will be integrating the finance piece just for control and auditing and compliance reasons. We also see that there's some opportunities in there for our existing wholesale businesses in Cassons and CFMOTO potentially, but that's down the track. Importantly, we've been able to make the transaction without any sort of material negative impact on working capital requirements, and we'll be able to maintain our strong balance sheet once we complete, which we expect to happen during the month of July. I'll turn everyone now to Slide 8, which talks about financial profile of the target or acquisitions. This has been prepared on FY '24 financial results. We've prepared pro formas just for the target businesses. As you'll recall, we reported an increase in our first half '25 results. So we expect this to look a little different. Obviously, now we're first half FY '26, but we've had to prepare it on FY '24 because those were the audited accounts of the target businesses. You can see here that we have effectively bolted on about 25% revenue to the existing MTO business on 2024 numbers. The pro forma PBT for the dealerships that we're acquiring does come to about $4.5 million when you look at those in isolation. That doesn't have any group overhead costs allocated to that, and we think that will be there or thereabouts $2 million just for some of those head office staff that Mike mentioned previously. So we would expect on 2024 numbers, a contribution of $2.5 million PBT from the acquired dealerships. That combined meant that the PBT for FY '25 would have gone from $582 million (sic) [ $582.3 million ] to $726 million with an uplift of 12.5% in PBT up to $22.5 million. That's probably it from the numbers side. And, I guess, now I think, Matthew, I'll hand back to you wrap up.
Matthew Wiesner
executiveThanks, Nic, and thanks, Michael. I'll just, I guess, summarize on some of those key points again for everybody. There's quite a few and certainly work well for our future strategy. Obviously, the geographical expansion, very important, as it then gives us a future base and opportunity to investigate further opportunities in those new markets for us, South Australia and West Australia. Industry stability, I think, is also very important. This has been a -- this has happened quite quickly in the context of the team pulling this together, working with the administrator and from a broader industry perspective, in addition to the benefit to MTO, very important and just keeps not only the stability in the broader industry, but also, as Nicole pointed out, we're bringing across approximately 200 people into the broader MTO group. And it's great to see that we can help in that context, as they continue their careers with us, and there will be some wonderful people in there and with extensive experience and talent that will add value to this group in the future. I also look at -- in summary, I guess, it's now that new Peter Stevens and the new Harley Heaven, we want to make sure, as I said earlier, that our customers and staff understand that, yes, sure, we want to continue the great history of the Peter Stevens group and story out of Melbourne, and it will be the new version of it, and as we need to make sure we put this recent period behind it and deliver that level of consumer confidence over the next weeks and months and get that momentum back to where it will be and should be. Obviously, there will be many synergies that we will identify from this deal and many efficiencies that will become apparent. And from what I've seen so far, we will also identify things that they do better than us in our retail business. And I think that's an important message because we don't think we are the absolute owners of knowledge in every aspect. I've seen some very good things that some of these very good businesses are doing, which we will look to adopt across our own retail business, and that's important. So I'm looking forward to that. It's EPS accretive, as we said, which also, I guess, from a broader stakeholder perspective and confidence perspective, when you look at our role in regards to, say, current and future consolidation in the industry. I think we're putting our hand up to say that we want to be an important part of that. And also, we need to earn that respect from customers and OEM partners and stakeholders alike. And hopefully, that all of our stakeholders are saying that our ability to execute on what was not the easiest of deals to work on but at least our ability to execute this in a short frame of time, and as Michael detailed well. We aim to retain every bit of value we possibly can by managing it as -- in what I think people will see is the right thing to do and putting a fence around it as a fifth operation of MTO and making sure we retain all of that value and knowledge and so forth that the group has developed with these good bits that we're bringing across and make sure we learn from it. And after 6 months, a year, and we'll start to then really identify other opportunities that will become apparent from that process and also ensure that it's a more -- from a stability perspective and those involved, it will certainly help there also. So I think that's it from a presentation perspective. And I think we now go into Q&A.
Operator
operator[Operator Instructions] Our first question is a live question from [ Daniel ] of [ Q Value ].
Unknown Analyst
analystCan you hear me?
Matthew Wiesner
executiveYes.
Nicole Spink
executiveYes, we can hear you.
Unknown Analyst
analystI was just wondering if you could give us some idea of what the size of the inventory is that you will be acquiring from the group?
Matthew Wiesner
executiveNic, you want to?
Nicole Spink
executiveYes. So at the moment, we -- it's -- I can give you a sort of a range. Well, it's still subject to stock take and some of the items as you can understand is an administration situation. So some of the items we don't know whether we will obtain in terms of inventory. So I'm going to say in terms of purchase inventory, it's probably going to be in the realms of 5 to 7 with some wiggle room either side. It's just one of those situations where we're going to have to go and stock take it. We don't know what that stock take is going to look like. We don't know how many of the secured creditors will be taking inventory back. So it won't go over that, but if anything, it will go down from that. And sorry, that doesn't include the new MotorCycle inventory that we will acquire directly from the bailment financiers. At this point, we haven't begun speaking with those people. So I couldn't give you a number I'd be comfortable putting my name to just today.
Unknown Analyst
analystOkay. And just one other question. On Harley Heaven, a few of those stores that, that group owned were carved out and sold to another buyer called the Joe Rascal Group. I was just hoping to understand why you didn't pick up those dealerships and in particular, the one in Melbourne.
Nicole Spink
executiveMatthew, do you want to take that one.
Matthew Wiesner
executiveYes, Daniel, that was -- obviously, we've worked very closely with Harley-Davidson through this process. And I think it'd be fair to say you'd understand that we are there or thereabouts. Once all of this settles, 40% to 45% of the Harley-Davidson volume in this market. And like any OEM, they're very mindful, obviously, of trying to maintain a competitive environment. And when you look at our -- I guess, our -- what we have in Sydney, they're keen to make sure that they have another group of substance in the retail network also. So we understand that. And hence, they have these guys coming into the business.
Operator
operatorOur next question is a live question from Jared of Morgans Financial.
Jared Gelsomino
analystCongratulations on the acquisition. Maybe just a couple. If you can maybe just touch on maybe just what exactly went wrong in terms of the Peter Stevens businesses, obviously profitable in FY '24. And I think, Matt, without sort of quantifying anything you have sort of alluded to synergies there. So I guess, just interested in the sort of deterioration in that business and sort of where you see extracting the most value now as it's sort of combined and folded into the MTO framework.
Matthew Wiesner
executiveYes, Jared, I'll kick it off and Mike will jump in as well. There are some obvious pieces there. Their foray into distribution with 0 motorbikes has been challenging for them, and that's something obviously that's not coming across to us. And we were very, as I said and as Michael said also, we've been very selective in regards to the sites that we wanted based on viability. I've spoken to quite a number of you about this post-COVID challenge of the inflationary impacts on retail. You're seeing it in this world. You see it in the 4-wheel version as well. And effectively, our cost basis from pre-COVID days to post-COVID has increased 25%, 30%. So certainly, that had an impact on them in regards to people costs, rent costs. We've managed to negotiate quite positively in regards to where we will sit in regards to the leases that we will have with the targeted sites, especially the family-owned locations because we were very clear to them through this process. And obviously viability is absolutely key, and the family on -- who owned some of these sites were very clear on that. And so that's gone well. But to be -- Jared, it's a number of points. As I said, it's people costs, rental cost, margins normalizing and also interest because there's been a lot of inventory out there in the market. And we've had -- as we've also discussed on a number of occasions that if you look at MTO and the diversity of our group, given the combination of retail, parts and accessories distribution and vehicle distribution, we're in quite a fortunate position where we can balance those things where Peter Stevens and Harley Heaven was specifically a retail group. They didn't have the flexibility, and hence, I guess, those challenges were there in regards to some of those businesses, hence, Blacktown, Peter Stevens, Blacktown closes. Their Peter Stevens business in Geelong will close, Zero motorbikes distribution business will close. And their Ringwood Peter Stevens business will close and the Harley-Davidson business will go to the new group. Mike, is there anything I missed? No? There you go, Jared.
Jared Gelsomino
analystNo, that was great. Maybe just two more quick ones. I mean it sounds like there's quite a few staff that are being reallocated, particularly within the New South Wales business. I mean, are you just interested in terms of confidence in terms of ensuring those staff stay on and particularly the key management personnel as well that will be sort of relocating within Melbourne?
Matthew Wiesner
executiveYes, very key focus, Jared. Mike and the team have been very focused on making sure those retail leaders, general managers are an important part of this transition. And we can say certainly that the -- there's been a hell of a lot of enthusiasm and positivity coming across from the Peter Stevens businesses and Harley Heaven businesses that we've targeted and which we hoped, of course, and those leaders are an important part of making sure they bring the rest of their people along on the journey. And we sent out -- I sent the message to them all on Friday night. We will be talking to them further this week, and we will look to do further face-to-face addresses with them as we tour all the sites over the next couple of weeks and really focused on making sure they have settled and ready to jump out of the blocks once we settle on these sites and get that momentum back up again. So it's been great to see actually, great to see that we've had a such positive impact on people's lives through this process. And as I said, looking forward to having these 200 and a little bit people come across and be part of MTO.
Jared Gelsomino
analystGreat. And maybe just one real quick last one. But I mean you mentioned the e-commerce side a little bit. Just can you give some maybe metrics around there in terms of the level of inquiries that the Peter Stevens business had been seeing on their platform and sort of relative to yours? And I guess maybe if that's an area on whether you're looking to focus some more investment or time in terms of growing that channel and just some details around that.
Matthew Wiesner
executiveYes, [indiscernible]...
Michael Poynton
executiveI can take that one, Matt.
Matthew Wiesner
executiveThanks, Mike.
Michael Poynton
executiveYes. Sorry, I dropped out before. Yes, Jared, this would be the e-com business, it was around about $6 million per year in revenue between the 2 sites and growing quite roughly, so similar to ourselves. Where they are a lot stronger is Harley Heaven versus ourselves with Morgan and Wacker, so our Harley site. I think their traffic volume was about 3 or 4x. From that revenue, they actually weren't making a profit. They had -- they have some considerable property and also people expenses assigned to that e-commerce business. That's an area of the business that we believe with that revenue, we can see profitable from day 1. So we're not being across the property cost that was previously associated with our e-com business. And in time, that's a part of the business that we want to integrate. We can keep the different websites. So between our MCS and Morgan & Wacker and Harley Heaven and Peter Stevens, we can keep the different customer-facing websites, but we can definitely integrate the back-end fulfillment piece. So that won't happen straightaway. Our objective straightaway is just to get the websites turned back on. They're currently turned off as part of this administration process. But in time, that's something that we're looking to do, where we can be even more efficient again, including the profitability on both sides of the business.
Jared Gelsomino
analystPerfect. Congratulations again.
Matthew Wiesner
executiveThanks, Jared.
Operator
operatorOur next question is a live question from Bruce of Burrell Stockbroking and Wealth Management.
Bruce McLeary
analystJust on the -- I've read a couple of the bits and pieces that the administrators have said and they pointed to capital-intensive investment decisions that the company has made that has led to the appointment of administrators, primarily the purchase of a large number of electric bikes and expensive store fit-outs. Just want to confirm that those electric bikes aren't coming across as part of your agreement and whether or not the sites you have picked up, whether they're beneficiaries of the -- those store fit-outs. Or do you need to put some money into the stores that you're picking up to bring them up to spec?
Matthew Wiesner
executiveYes, Bruce, we're not -- yes. So firstly, thank you. And from an e-bike point of view, that's the 0 distribution business that they had. And no, we're not doing that. Okay? So we are not bringing that across. In regards to fit-out and facilities, we -- as I just mentioned earlier, in regards to property, Mike and the team have been working closely with the family in regards to their owned properties, which are Adelaide, Dandenong and Tempe in Sydney. And we have negotiated some very good outcomes there in regards to our new leases for those sites, which ensure that we are performing well. We have a very viable outcome from those leases. And in addition to that, from a fit-out point of view, we are in regards to the assets that we have acquired, obviously fit out in store improvements and so forth, a part of that, and we've certainly been, let's just say what, I guess, aggressive in how we valued those improvements, in-store improvements. And they will appoint a settlement, I guess, recalculated and reset for when we take over. So -- and really, there's only -- there's been one -- the newest site from a fit out point of view is Penrith, Penrith Harley Heaven. And we will benefit greatly from what is a very new fit out and how we then will value that depreciation moving forward and I guess to say with the fit outs in regards to their large stores also. So again, when we press restart on those, it will be of benefit to us from a property point of view there, too. So yes, they are things that cause them problems, and we've ensured we make sure we address those before we -- as part of the deal.
Operator
operatorOur next question is a written question from [ Ron ] of [ Kamin Asset Management ]. And this question is in 2 parts. First part, can you provide some revenue and EBITDA or PBT contribution from the acquisition? My rough estimate is $80 million to $100 million of revenue and $6 million to $8 million EBITDA.
Nicole Spink
executiveSorry, could you repeat that?
Operator
operatorAbsolutely. The question is can you provide some revenue and EBITDA or PBT contribution from the acquisition. My rough estimate is $80 million to $100 million of revenue and $6 million to $8 million EBITDA.
Nicole Spink
executiveYes, I can refer back to Slide #8 on that, that discusses the revenue and the PBT. We don't have an EBITDA figure that we can disclose because there's still some work in the background on lease accounting for that. But Slide 8 outlines that revenue is $144 million and pro forma -- and PBT $2.5 million factoring in head office costs.
Operator
operatorAnd the second part of Ron's question, can you bring the acquisition PBT margins to MTO levels during FY '26?
Nicole Spink
executiveThat would certainly be the aim. Can we bring it to MTO levels within FY '26? We would hope to. We certainly hope to.
Matthew Wiesner
executiveJust give us -- we can talk -- we will talk more to this in August. I think when we do -- August, September when we do a road show and we'll be talking more to our -- from a strategic perspective for the next phase, and we'll talk more to this then. It also gives us a little bit more time to get into a bit of the detail and understand how some of these -- how these numbers compare to the existing business, and we'll be happy to refer to that then.
Operator
operatorOur next question is a written question from [ Viresh ] of [ Surefire ], and it's in two parts. First part, in the beginning of this year, plan was to decrease debt. After this deal, how will balance sheet look like?
Nicole Spink
executiveWe have to wait -- you have to wait until we release our FY '25 results for that. That will be giving information that's not yet public, sorry.
Michael Poynton
executiveBut just on that, we have been clear that this has been funded from our cash flow and not debt.
Nicole Spink
executiveThat's right.
Operator
operatorAnd the second part of Viresh's question, how are the trading conditions looking for this year?
Nicole Spink
executiveSorry, again that's probably a forward-looking statement. Matthew, do you have any comments to add there?
Matthew Wiesner
executiveWe -- I mean we -- as we alluded to earlier in the year, the new vehicle market has been, I guess, steady but reasonably flat. Trading has been fairly aggressive, which has been a nature of a few things given, a, the distressed trading of the Peter Stevens group in the second half of the year that led to this. And also, there's been a lot of -- the OEMs have pushed a lot of inventory into the market, which has certainly added to the aggressive nature of the trading. But that's just -- that's life of the retail. That's our job. We're a volume business. Our job is to continue to do exactly that job and do it well. So we have seen our market share grow through this year. So even though the market has been a tough trading year, no great surprise there. We have managed to increase our market share, which has been important, which has created other opportunities.
Operator
operatorOur next question is a live question from Marcus from [ Spheria Asset Management ].
Marcus Stephen Burns
analystJust a very quick question on the rest of the sites. I mean, so it sounds like there's 15 in total. You're taking on 7. I didn't quite get all the ones that were closing. But it sounded like 3 sites of the 15 are closing. Is that right? And there's maybe a couple of Harley-Davidsons going to a competitor. Is that roughly the breakdown?
Matthew Wiesner
executiveMike, do you want to?
Michael Poynton
executiveYes, correct. There's 3 closing, Peter Stevens Ringwood, Peter Stevens Geelong, Peter Stevens Blacktown. The other purchaser is taking 4 sites in Melbourne, 3 Harley site and 1 GK dealership, and we're taking the balance.
Marcus Stephen Burns
analystOkay. Great. And is there any family member coming across or any family member who is coming over with the business? Or is it sort of staff ex family, just to get a sense of...
Matthew Wiesner
executiveNo, it's staff ex family.
Marcus Stephen Burns
analystOkay. Great. And then maybe just lastly, a point of clarification on the guidance you've given, Nicole, on the revenue and PBT. That's a backward-looking annual number, right, from FY '24.
Nicole Spink
executiveYes. Yes, it's a pro forma from FY '24. Yes.
Marcus Stephen Burns
analystSo that sounds like those 7 sites probably went to losses Maybe. I don't know exactly whether FY '25, I'm guessing, a lot [indiscernible].
Nicole Spink
executiveNo, no, no, we haven't acquired anything. That's none of the sites that we've acquired are loss-making. So none..
Marcus Stephen Burns
analystOkay. Okay. Right. Okay. Good you clarified that. And it sounds like it's probably -- I mean, you've kind of heard this, but there so like a significant potential to do some back-end efficiencies and overhead costs, et cetera, to maybe align them over time as well. So anyway, I think you've sort of answered that question, but like, I get the idea. Okay.
Operator
operatorIt appears we don't have any further questions. Handing it back to Matthew for any final remarks.
Matthew Wiesner
executiveThank you. Again, thank you, everybody, for taking the time out to listen to what we had to say about this acquisition. As I said, we are very excited about this. We will have a significantly positive impact to areas across our business, but also, as I said, important from an industry point of view and important from a staff point of view from the broader Peter Stevens perspective and really looking forward to when we finally got this settled and as we head through FY '26, it will be -- as I said, really looking forward to how we manage it from this point. And we'll talk more to you in August, September around road show time about further aspects of the deal and further opportunities we'll identify in a bit more detail, so you can get a better -- even better understanding as to, I think, the positive impacts that we'll have across the business in the future. Thank you again. Look forward to catching up with you in the next couple of months.
Operator
operatorThis concludes today's Ever Call. A replay will be made available shortly after today's call. Thank you, and have a great day.
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