REG - Ashtead Tech Hldgs - Full-Year Results 2024
25/03/2025 07:15
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RNS Number : 9662B Ashtead Technology Holdings plc 25 March 2025
25 March
2025
Ashtead Technology Holdings plc
("Ashtead Technology" or the "Group")
Full-Year Results 2024
A year of significant progress; increased confidence in future growth
prospects
Ashtead Technology Holdings plc (AIM: AT.), a leading provider of subsea
technology solutions to the global offshore energy sector, is pleased to
present its full-year results for the period ended 31 December 2024.
Financial Performance (£'m)
2024 2023 % Movement
Revenue 168.0 110.5 52.1%
Adjusted EBITA(1) 50.3 36.2 38.9%
Adjusted EBITA % 29.9% 32.8% (290bps)
Operating profit 42.8 31.2 37.1%
Profit before tax 36.1 27.5 31.1%
Adjusted basic earnings per share (pence)(2) 45.0p 33.4p 34.7%
Basic earnings per share (pence) 35.9p 27.0p 32.9%
Return on Invested Capital (ROIC) 24.3% 27.6% (330bps)
Proposed full year dividend 1.2p 1.1p 9.1%
Pro-forma leverage(3) 1.6 1.0 0.6x
Full Year Highlights
· Strong revenue growth of 52% demonstrating continued momentum
o Organic revenue growth of 14%
o Inorganic revenue growth of 39%
o FX impact of -1%
· Adjusted EBITA margin at 29.9%, reflecting increased diversification
in our revenue mix following acquisitions
· Profit before tax of £36.1m, an increase of 31% on prior year
· Adjusted earnings per share increase of 35% demonstrating the
compounding model
· Continued strong returns from organic and inorganic investment of
capital with ROIC of 24%, significantly ahead of cost of capital
· Proforma net debt to Adjusted EBITDA leverage of 1.6x following the
acquisitions of Seatronics and J2 Subsea with target of <1.3x by end 2025
· Recommended final dividend of 1.2p
Operational and Strategic Highlights
· Acquisitions of Seatronics and J2 Subsea completed in November 2024,
the largest deal to date, expanding our equipment fleet and adding increased
depth and scale to our international locations
o Integration is well advanced and cost synergies are on track
· Strengthened footprint in key geographic locations including Norway
and USA
· Broadened customer solutions through fleet investment, innovation and
acquisition
· Further investment in strengthening our leadership team, continuing
to build the foundations for future growth
Outlook
· Strong market fundamentals underpin the Group's growth strategy
supported by record levels of multi-year customer backlogs
· Addressable market within our focussed end markets of Oil & Gas
and Offshore Renewables are forecast to grow at 9% CAGR through to 2028(4)
· Continued confidence in delivering low double-digit organic revenue
growth and EBITA margins in the high 20%'s over the medium term
· Significant opportunities for disciplined and strategic M&A,
continuing to add strength and depth to our highly flexible, market
appropriate business model
· Continue to monitor the potential impact of tariffs; while the
position remains fast moving, we currently expect minimal impact
· The Board is encouraged by the Group's performance in Q1 2025 and our
full year 2025 expectations remain unchanged
· The Board is assessing a potential move to the Main Market and will
issue a further update following further consultation with the Company's
advisors and largest shareholders
Allan Pirie, Chief Executive Officer commented:
"We are delighted with our performance in 2024, exceeding our financial and strategic objectives. The Group finished the year larger, stronger and more capable of delivering value to our customers. This is underpinned by the breadth of our offering and the flexibility of our international operating model. The integration of Seatronics and J2 Subsea, acquired in November, is at an advanced stage and the quality of what we have acquired has already exceeded our expectations.
"Reflecting on the strong financial performance in 2024, the record backlogs being reported by our customers and the strong growth fundamentals in our core markets, we are confident in our ongoing positive momentum. With opportunities for both continued organic growth and disciplined M&A activity, we believe that we can deliver further value creation for our shareholders moving forward."
Presentation
Allan Pirie, Chief Executive Officer and Ingrid Stewart, Chief Financial
Officer, will host a presentation for investors and sell-side analysts at 8am
today.
A live webcast of the presentation including Q&A will be available at
https://stream.brrmedia.co.uk/broadcast/67d2f913fb41d35c31be9662
(https://stream.brrmedia.co.uk/broadcast/67d2f913fb41d35c31be9662) . This will
subsequently be made available to watch on demand
at www.ashtead-technology.com/investors
(http://www.ashtead-technology.com/investors) .
Please contact ashteadtechnology@vigoconsulting.com
(mailto:ashteadtechnology@vigoconsulting.com) to attend the presentation in
person.
For further information, please contact:
Ashtead Technology (Via Vigo Consulting)
Allan Pirie, Chief Executive Officer
Ingrid Stewart, Chief Financial Officer
Colin Ross, Chief Strategy & Marketing Officer
Deutsche Numis (Nomad and Joint Broker) Tel: +44 (0)20 7260 1000
Julian Cater
George Price
Kevin Cruickshank (QE)
Peel Hunt (Joint Broker) Tel: +44 (0)20 7418 8900
Edward Allsopp
Charlotte Sutcliffe
Tom Graham
Vigo Consulting (Financial PR) Tel: +44 (0)20 7390 0230
Patrick d'Ancona ashteadtechnology@vigoconsulting.com
Finlay Thomson
Verity Snow
1 Adjusted EBITA is calculated as earnings before interest, tax, amortisation
and items not considered part of underlying trading including foreign exchange
gains and losses, is an Alternative Profit Measure used by management and is
not an IFRS disclosure.
2 Adjusted Earnings per Share Tax is calculated as profit after tax for the
financial year adjusted for amortisation and items not considered part of
underlying trading including foreign exchange gains and losses, all adjusted
for tax, divided by weighted average number of shares.
3 Leverage is calculated as Net Debt divided by Adjusted EBITDA. Adjusted
EBITDA is calculated as earnings before interest, tax, depreciation,
amortisation and items not considered part of underlying trading including
foreign exchange gains and losses, is an Alternative Profit Measure used by
management and is not an IFRS disclosure.
See Note 29 of the financial statements for calculations.
4 Rystad market data
5 Net debt includes external borrowings, finance leases and lease liabilities
under IFRS 16 less cash. See note 19 of the financial statements
Notes to editors:
Ashtead Technology is a leading subsea equipment solutions provider to the
global offshore energy sector. Ashtead Technology's specialist equipment,
advanced-technologies and support services enable its customers to understand
the subsea environment and manage offshore energy production infrastructure.
Ashtead Technology's offering is applicable across the lifecycle of offshore
wind farms and offshore oil and gas infrastructure with over 85% of its
equipment fungible across both markets.
Headquartered in the UK, Ashtead Technology operates globally, servicing
customers from its facilities located in key offshore energy hubs.
To learn more, please visit www.ashtead-technology.com
(http://www.ashtead-technology.com/)
The person responsible for arranging the release of this announcement on
behalf of Ashtead Technology is Ingrid Stewart, CFO / Director.
CEO Statement
Delivering on our promises
2024 was another significant year for Ashtead Technology as we continued our
exciting growth journey and exceeded our financial and strategic objectives. I
am pleased to report that our revenue grew by 52% in the year to £168.0m
(2023: £110.5m) through a mix of strong organic growth and the benefit of
strategic acquisitions. Adjusted EBITA was delivered ahead of market forecasts
and increased 39% in the year to £50.3m (2023: £36.2m), demonstrating our
ability to grow the business while maintaining excellent margins.
The strategy we set out at IPO in 2021 remained core to our approach in 2024.
We are focussed on deepening partnerships with our blue-chip customer base
through a relentless focus on customer excellence, broadening our offering
through impactful investment and consolidating a fragmented market through
disciplined M&A.
Deepening customer partnerships
Building on our foundation of long-term strategic customer partnerships, we
continued to strengthen our technology offering in 2025. The combination of
recent acquisitions and capex deployment has increased our technology fleet to
more than 30,000 assets, with solutions that span the entire life of an
offshore asset. Ultimately, this allows us to deepen our customer partnerships
by offering a one-stop-shop for subsea technology solutions.
The level of subject matter expertise within our business has strengthened our
reputation and meant that our customers look to Ashtead Technology for value
additive integrated solutions, far beyond the supply of equipment.
With a truly global footprint, we address customer demand across multiple
regions and market sectors. In 2024, to better serve our international
customer base, we increased our footprint in Norway, an attractive market and
a key growth opportunity for the Group.
Strategic progress
In 2024 we delivered strong organic revenue growth of 14% and executed our
largest acquisition to date, completing the purchase of Seatronics and J2
Subsea in November 2024. These acquisitions are a perfect fit for Ashtead
Technology, strengthening our market leading position, broadening our
international reach and adding valuable new service offerings to our
portfolio. The integration of these businesses is well advanced and cost
synergies are on track.
Following the acquisition of ACE Winches in November 2023, we added market
leading lifting, pulling and deployment capabilities that significantly
broadened our customer offering and addressable market. With strong momentum
building for 2025 and beyond, we expect this acquisition to generate strong
returns over the medium term.
To advance our growth strategy, 2024 was also a year where we continued to
invest in building foundations for future growth. We strengthened our
leadership team, invested in our people, improved our systems, enhanced our
equipment fleet and expanded our banking facilities to underpin the ongoing
momentum in our business.
Investing in our workforce
In 2024 we completed several strategic moves to create a strong leadership
team that will drive future success. We formed a new Executive Committee and
made key appointments including a new Chief Operating Officer, Chief Strategy
and Marketing Officer and Corporate Development Director. I am convinced that
Ashtead Technology now has its strongest ever leadership team and I am
confident that they will continue to add significant value to the business
moving forward.
People are at the heart of our business. As we grow, we remain focussed on the
safety, development and wellbeing of our workforce and creating an excellent
place to work. With close to 650 employees worldwide, we have invested in the
provision of ongoing personal development opportunities and enhanced employee
engagement across the business. To aid recruitment, development and retention
of a best-in-class workforce, we have strengthened our Human Resources team
with a focus on recruitment, learning and development and HR systems.
Our market leading position and growth momentum has allowed us to attract an
excellent pool of talented employees to the Group and retain expertise in a
competitive market.
Investing in our business
We continued to effectively deploy capital, investing c.£30m of capex to
expand and enhance our equipment fleet and improve our technology centres.
Through this deployment of capex and the acquisition of Seatronics and J2
Subsea, we further strengthened our integrated subsea technology solutions
offering in 2024, combining subject matter expertise with our state-of-the-art
equipment fleet which now totals more than 30,000 assets (2023: 23,000
assets). Ashtead Technology has the largest and broadest independent subsea
equipment fleet in the industry, capable of supporting our customers'
increasingly large and more complex offshore project requirements. We see
further opportunities to make disciplined fleet investments, broadening our
portfolio and driving innovation through a combination of spend with OEM's,
in-house design and assembly and through exclusive strategic supplier
partnerships.
Having broadened our service offering through acquisitions in recent years, we
are currently localising our capabilities across our regional technology
centres in the USA, Norway, Middle East and APAC, increasing the range of
services we offer to our customers locally, while reducing mobilisation times
and cost.
While we remain disciplined, we continue to see a good pipeline of
opportunities for inorganic growth to further strengthen our operational
footprint, offer a wider range of solutions to our customers and increase
market share.
Well placed in growing markets
We operate in dynamic and growing global markets with a focus on offshore oil
and gas and renewables. Oil and gas has seen increased momentum developing
through 2024 and offshore renewables continues to grow significantly in key
geographies like Europe and Asia Pacific where Ashtead Technology has a strong
foothold. Rystad Energy forecasts growth across Ashtead Technology's
addressable market of 9% CAGR through to 2028. With key customers continuing
to build increasingly larger multi-year backlogs, we see a strong pipeline of
revenue opportunities to underpin growth.
A key differentiator for Ashtead Technology is the flexibility of our model.
The majority of our equipment is fungible across both end markets which we
serve, creating an inherent resilience as the world transitions to greener
energy supplies in certain parts of the globe, whilst doubling down on more
traditional energy production in other regions. In addition, we support the
full asset lifecycle in both markets from greenfield installation, through
inspection, maintenance and repair and on to decommissioning, meaning we have
an offering that can easily respond to changing market dynamics.
The international mobility of our offering also allows us to navigate
geopolitical complexity without significant impact. Combining strong demand
for oil and gas related activity in the US and South America with excellent
renewables activity in Europe and APAC gives us a balanced and resilient
portfolio that has limited exposure to areas of particular geopolitical
uncertainty (e.g. US offshore renewables and North Sea Oil and Gas).
We continue to monitor the impact of tariffs across our business and whilst
the position remains fast moving, we currently expect them to have minimal
impact on our project profitability.
Looking forward
Our success in 2024 is a strong testament to the commitment and efforts of our
world-class team, the depth of relationships we enjoy with our long-term
customers and our focus on operational excellence.
Reflecting on the strong financial performance in 2024, the record backlogs
being reported by our customers and the strong growth fundamentals in our core
markets, we see opportunities for both continued organic growth and strategic
M&A activity and are confident in our ongoing positive momentum.
Trading in the year to date is strong, with high activity levels supporting
the Board's confidence of making further progress in 2025.
Allan Pirie
Chief Executive Officer
CFO Report
Another year of strong progress with robust financial performance
Ashtead Technology has delivered another robust financial performance through
2024, continuing to grow its revenue, operating profit and earnings through
both organic and inorganic investment. The business has delivered ahead of
expectations. Organic revenue growth was supplemented by inorganic growth
from strategic acquisitions. Adjusted EBITA of £50.3m represents a robust
margin of 29.9%, well within our guidance of high 20% margins set at the start
of the year.
Revenue
Group revenue increased by 52% in 2024 to £168.0m as a result of continued
growth from both organic and inorganic investment. All geographic operating
segments achieved strong growth in the year as we continued on our strategy to
grow our business globally. Growth was derived from both key-end markets with
a 40% increase in revenues from offshore renewables and a 58% increase in oil
and gas. Offshore renewables accounted for 28% of total revenue in 2024, a
slight decrease in proportion of revenue from 2023 as a result of the acquired
revenues from ACE Winches. Our strategy remains to acquire oil and gas
focussed businesses that can be repositioned to support both traditional oil
and gas, and offshore wind markets.
Our 52% revenue growth was driven by organic growth (14%) and M&A (39%),
being the full year impact of ACE plus one-month trading from our most recent
acquisitions, Seatronics and J2 Subsea, and a small headwind (-1%) from FX.
Gross profit
Gross profit for the year was £129.4m (2023: £86.3m) representing a gross
margin of 76.9% (2023: 78.1%). Pricing remained firm across the business with
the adjustment in gross margin due to an expanded revenue mix following
acquisitions.
Administrative costs
Administrative costs of £88.7m represented 53% of revenue compared to 51% in
2023. Excluding adjusting items (covered below) and FX, the total
administrative costs were £85.0m in 2024 compared to £52.2m in 2023. Of
the £32.8m increase, £21.7m relates to administrative costs acquired through
the acquisitions of ACE Winches, Seatronics and J2 Subsea and £2.4m relates
to additional amortisation from acquired intangibles. Of the remaining £8.7m,
£3.5m relates to additional depreciation as a result of organic investment in
the equipment fleet for continued growth, and £4.7m relates to increased
personnel cost. The balance includes general administration costs such as
insurance, IT costs and audit and tax fees as associated with a high growth
business.
On personnel, the increase of £4.7m (11%) on prior year proforma cost
reflects our growing business. In addition to implementing salary increases
for all employees of c.5%, we increased our headcount organically by c. 9%.
Including the colleagues who joined us through the Seatronics and J2 Subsea
acquisition, our headcount reached c.650 by year end.
Profitability
Our adjusted EBITA of £50.3m increased by 39% on the prior year's £36.2m.
We have continued to deliver strong, resilient margins across our business
through 2024 achieving an EBITA margin of 29.9%, well within the guidance
provided alongside the 2023 results. The reduction from the prior year EBITA
margin of 32.8% was a result of the increased diversity in revenue mix due to
acquisitions. These acquisitions were undertaken to increase our service
capability, a key element of our growth strategy which is designed to increase
business resilience.
A reconciliation of our Adjusted EBITA calculation can be found in note 29 to
the financial statements and is also summarised later in this report. The
adjusting items include various one-off costs which, with regard to 2024,
predominantly related to professional and other fees arising from the
Seatronics and J2 Subsea acquisition (£2.6m). We have also incurred c. £0.3m
of restructuring costs which relate to the liquidation of various non-trading
entities in order to streamline our group structure and £0.4m of software
development costs related to the ACE Winches integration.
Statutory profit before tax of £36.1m in 2024 compares to £27.5m in 2023, an
increase of 31%.
The tax charge of £7.3m represents an effective tax rate of 20.2% (2023:
21.5%), lower than guidance. See note 8 of the financial statements for key
differences from the UK standard rate.
We delivered growth in earnings per share, our statutory basic, diluted EPS
was 35.4p (2023: 26.7p) representing growth of 33% on prior year. After
adjusting for one-off costs, this increases to an Adjusted EPS 45.0p (2023:
33.4p), an increase of 35%. Please refer to note 9 of the financial
statements.
Cash flow and balance sheet
Cash inflow from operations was £46.5m (2023: £48.8m). As guided last year,
working capital at the end of December 2023 was significantly lower than
expected (3.7% of revenue versus previous guidance of 10% of revenue) owing to
strong cash collections and timing of capex creditors. Our net working capital
at the end of December 2024 of £27.1m represents 16.1% of reported revenues
as a result of the inclusion of the full Seatronics and J2 Subsea working
capital balances at year end with only one-month of trading within reported
revenues. Taking into account the full year revenue contribution from
Seatronics and J2 Subsea, this reduces to 12.7%. Our focus through 2025 is
to target low double-digit percentage of working capital to revenue.
The Group increased its investment in capital expenditure in the year to
£29.4m (2023: £19.5m) to reflect the strong market runway ahead of us. The
majority of this expenditure focussed on organic growth. As we do not invest
in equipment fleet for resale and have no plans to sell assets once they reach
end of life, our capital expenditure is classed as an investing activity
rather than operational activity in our cash flow statement.
Cash spent on acquisitions of £67.1m included the payment for Seatronics and
J2 Subsea with the balance relating to a final payment for ACE Winches
following agreement of completion accounts. Both payments were funded in full
through our RCF facility which we increased to £170m (from £100m) in October
2024 with an additional £40m accordion facility. This increase also included
the addition of RBS to our existing banking syndicate of ABN Amro, Citi,
Clydesdale and HSBC. Acquisitions completed in the year resulted in an
increase in both intangible assets (£21.1m of additions) and goodwill
(£34.4m of additions).
Overall movement in cash was a positive inflow of £2.1m for the year (2023:
£2.3m) with the cash balance at £12.2m at year end (2023: £10.8m).
Net debt increased from £61.7m to £128.4m as a result of the Seatronics and
J2 Subsea acquisition being funded through the RCF. This represents leverage
of 1.85x at year end (2023: 1.3x). On a proforma basis, taking into account
the full year impact of Seatronics and J2 Subsea, leverage was 1.6x. Our focus
through 2025 is to reduce our net debt position with a target of <1.3x by
year end.
Capital Allocation
We are focussed on delivering strong returns on capital. We maintain strict
discipline in our decision making, whether that be investing in our equipment
fleet and people to support organic growth, or acquisitions. Our capital
allocation priorities include both organic and inorganic investment and we
have simple but strict criteria and will decline opportunities which do not
hit our internal criteria. We are focussed on investments that will continue
to achieve compound growth in our EPS.
At the same time, the Board recognises the importance of dividends both to the
Company's shareholders and in maintaining capital discipline. In this regard,
the Board has recommended a full and final dividend of 1.2 pence per share for
the year ended 31 December 2024, an increase of 9%, which is payable on 29 May
2025 to shareholders based on an ex-dividend date of 1 May 2025 and record
date of 2 May 2025.
Going concern
During 2024 the Group has continued to generate positive cash flow from
operating activities with a cash and cash equivalents balance of £12.2m
(2023: £10.8m). The Group has access to a multi-currency RCF and additional
accordion facility. After an extension of existing banking facilities which
completed on 8 October 2024, the RCF and accordion facility have total
commitments of £170m and £40m respectively, both of which expire in April
2028. The accordion facility is subject to credit approval. As at 31 December
2024 the RCF had an undrawn balance of £30.6m on the £170m facility
available at that time. Refer to Note 18 of the financial statements for
details on the available facilities.
The Facility Agreement is subject to a leverage covenant of 3.0x and an
interest cover covenant of 4:1, which are both to be tested on a quarterly
basis. The Group has complied with all covenants from entering the Facility
Agreement until the date of these financial statements.
The Group monitors its funding and liquidity position throughout the year to
ensure it has sufficient funds to meet its ongoing cash requirements. Cash
forecasts are produced based on a number of inputs such as estimated revenues,
margins, overheads, collection and payment terms, capex requirements and the
payment of interest and capital on its existing debt facilities. Consideration
is also given to the availability of bank facilities. In preparing these
forecasts, the Directors have considered the principal risks and uncertainties
to which the business is exposed.
The Directors perform sensitivity analysis on the going concern assumption to
determine whether plausible downside scenarios would have a material impact.
Forecasts were flexed to incorporate a 5% downturn in forecast performance in
the year ending 31 December 2025 and a 10% downturn in forecast performance in
the year ending 31 December 2026. Under this downside scenario the peak
funding requirement over the forecast period would leave £34.5m headroom in
the available facilities with no threat to breach of covenants.
Taking account of reasonable changes in trading performance and bank
facilities available, the application of severe but plausible downside
scenarios to the forecasts, the cash forecasts prepared by management and
reviewed by the Directors indicate that the Group is cash generative and has
adequate financial resources to continue to trade for the foreseeable future
and meet its obligations as they fall due.
Reconciliation of adjusted and reported IFRS results
The Group uses certain measures that it believes assist a reader of the Annual
Report in understanding the business. These alternative performance measures
(APMs) are not defined under IFRS and therefore may not be directly comparable
with adjusted measures presented by other companies. The APMs are not intended
to be a substitute for, or superior to, any IFRS measures of performance.
However, they are considered by management to be important measures used in
the business for assessing performance. The underlying measures may not be
comparable across companies. The exclusion of one-off items may result in
underlying measures being materially higher or lower than the statutory
measures.
In establishing Adjusted EBITDA, Adjusted EBITA and Adjusted Profit After Tax
(used for Adjusted EPS calculation), the Group has added back various
adjusting items, deemed to be one-off in nature, which in 2024 predominantly
relate to acquisitions completed during the period and/or one-off integration
and/or restructuring costs which relate to the winding up and/or liquidation
of non-trading entities within the Group. This did not involve the
restructuring of any trade and assets in the business as to the extent these
entities had traded previously, these trades, and associated costs, have been
transferred to other entities within the Group. In addition, amortisation of
intangible assets is adjusted for in some of the APMs as we are aware that
certain analysts and investors treat this differently in their analysis and
this therefore allows a consistency of approach. The definitions can be found
in the definitions section of the Annual Report and reconciliation to GAAP
metrics included in Note 29 of the financial statements.
Table A - Results reconciliation / Adjusted figures
Results reconciliation Adjusted Amortisation FX Acquisition costs Restructuring costs Software costs Other Reported
£'000
Revenue 168,044 - - - - - - 168,044
Gross profit 129,420 - - - - - - 129,420
Administrative expenses* (85,007) - 271 2,610 316 405 90 (88,699)
Other operating income 2,072 - - - - - 2,072
Operating profit 46,485 271 2,610 316 405 90 42,793
Depreciation 19,125 - - - - - - 19,125
Amortisation 3,841 - - - - - - 3,841
EBITDA 69,451 - 271 2,610 316 405 90 65,759
Depreciation (19,125) - - - - - - (19,125)
EBITA 50,326 - 271 2,610 316 405 90 46,634
Amortisation - 3,841 - - - - - (3,841)
Finance cost (net) (6,730) - - - - - - (6,730)
Profit before tax 43,596 3,841 271 2,610 316 405 90 36,063
Tax (7,487) - - - (79) (100) (23) (7,285)
Profit after tax 36,109 3,841 271 2,610 237 305 67 28,778
*includes impairment loss on trade receivables.
Ingrid Stewart
Chief Financial Officer
CONSOLIDATED INCOME STATEMENT
For the year ended 31 December 2024
Notes 2024 2023
£000 £000
Revenue 4 168,044 110,466
Cost of sales 5 (38,624) (24,168)
Gross profit 129,420 86,298
Administrative expenses 5 (87,772) (55,291)
Impairment loss on trade receivables 5 (927) (501)
Other operating income 5 2,072 704
Operating profit 5 42,793 31,210
Finance income 7 193 283
Finance costs 7 (6,923) (4,000)
Profit before taxation 36,063 27,493
Taxation charge 8 (7,285) (5,914)
Profit for the financial year 28,778 21,579
Profit attributable to:
Equity shareholders of the Company 28,778 21,579
Earnings per share
Basic 9 35.9 27.0
Diluted 9 35.4 26.7
The below financial measures are Alternative Profit Measures used by
management and are not an IFRS disclosure:
Adjusted EBITDA* 29 69,451 48,253
Adjusted EBITA** 29 50,326 36,224
Adjusted Profit Before Tax*** 29 43,596 33,029
Adjusted Profit After Tax**** 29 36,109 26,664
* Adjusted EBITDA is calculated as earnings before interest, tax,
depreciation, amortisation, foreign exchange gains and losses, and items
considered one-off in nature, is an Alternative Profit Measure metric used by
management and is not an IFRS disclosure. See Note 29 to the financial
statements for calculations.
** Adjusted EBITA is calculated as earnings before interest, tax,
amortisation, foreign exchange gains and losses, and items considered one-off
in nature, is an Alternative Profit Measure used by management and is not an
IFRS disclosure. See Note 29 to the financial statements for calculations.
*** Adjusted Profit Before Tax is calculated as profit before tax for the
financial year adjusted for amortisation, foreign exchange gains and losses,
and items considered one-off in nature, is an Alternative Profit Measure used
by management and is not an IFRS disclosure. See Note 29 to the financial
statements for calculations.
**** Adjusted Profit After Tax is calculated as profit after tax for the
financial year adjusted for amortisation, foreign exchange gains and losses,
and items considered one-off in nature, all adjusted for tax, is an
Alternative Profit Measure used by management and is not an IFRS disclosure.
See Note 29 to the financial statements for calculations.
All results derive from continuing operations.
The accompanying notes are an integral part of these consolidated financial
statements.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December 2024
2024 2023
£000 £000
Profit for the year 28,778 21,579
Other comprehensive income/(loss):
Items that may be reclassified subsequently to profit or loss
Exchange differences on translation of foreign operations 375 (554)
Other comprehensive income/(loss) for the year, net of tax 375 (554)
Total comprehensive income 29,153 21,025
Total comprehensive income attributable to:
Equity shareholders of the Company 29,153 21,025
The accompanying notes are an integral part of these consolidated financial
statements.
CONSOLIDATED BALANCE SHEET
At 31 December 2024
Notes 2024 2023
£000 £000
Non-current assets
Property, plant and equipment 11 87,325 68,707
Goodwill 12 112,183 77,739
Intangible assets 12 34,954 17,709
Right-of-use assets 20 2,627 2,584
Deferred tax asset 8 272 52
237,361 166,791
Current assets
Inventories 13 7,766 4,064
Trade and other receivables 14 52,975 32,015
Income tax recoverable 8 2,333 -
Cash and cash equivalents 15 12,168 10,824
75,242 46,903
Assets classified as held for sale 16 1,000 -
Total assets 313,603 213,694
Current liabilities
Trade and other payables 17 33,680 32,021
Income tax payable 8 1,273 2,207
Loans and borrowings 18 9 23
Lease liabilities 20 1,129 1,154
36,091 35,405
Non-current liabilities
Loans and borrowings 18 137,669 69,673
Lease liabilities 20 1,716 1,656
Deferred tax liability 8 10,356 9,018
Provisions for liabilities 21 443 356
150,184 80,703
Total liabilities 186,275 116,108
Equity
Share capital 24 4,016 3,997
Share premium 24 14,115 14,115
Merger reserve 24 9,435 9,435
Share based payment reserve 24 3,612 2,538
Foreign currency translation reserve 24 (290) (665)
Retained earnings 24 96,440 68,166
Total equity 127,328 97,586
Total equity and liabilities 313,603 213,694
The accompanying notes are an integral part of these consolidated financial
statements.
The financial statements of Ashtead Technology Holdings plc (registered number
13424040) for the year ended 31 December 2024 were approved and authorised for
issue by the Board of Directors on 24 March 2025 and signed on its behalf by:
Allan Pirie Ingrid Stewart
Chief Executive Officer Chief Financial Officer
24 March 2025 24 March 2025
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2024
Share Share premium Merger Share based payment reserve Foreign currency translation reserve Retained earnings Total
capital £000 reserve £000 £000 £000 £000
£000 £000
At 1 January 2023 3,979 14,115 9,435 827 (111) 46,691 74,936
Profit for the year - - - - - 21,579 21,579
Other comprehensive loss - - - - (554) - (554)
Total comprehensive income - - - - (554) 21,579 21,025
Share based payment charge - - - 1,711 - - 1,711
Tax on share based payment charge - - - - - 710 710
Issue of shares 18 - - - - (18) -
Dividends paid - - - - - (796) (796)
At 31 December 2023 3,997 14,115 9,435 2,538 (665) 68,166 97,586
Profit for the year - - - - - 28,778 28,778
Other comprehensive income - - - - 375 - 375
Total comprehensive income - - - - 375 28,778 29,153
Share based payment charge - - - 1,074 - - 1,074
Tax on share based payment charge - - - - - 398 398
Issue of shares 19 - - - - (19) -
Dividends paid - - - - - (883) (883)
At 31 December 2024 4,016 14,115 9,435 3,612 (290) 96,440 127,328
The accompanying notes are an integral part of these consolidated financial
statements.
CONSOLIDATED CASH FLOW STATEMENT
For the year ended 31 December 2024
Notes 2024 2023
£000 £000
Cash generated from operating activities
Profit before taxation 36,063 27,493
Adjustments to reconcile profit before taxation to net cash from operating
activities
Finance income 7 (193) (283)
Finance costs 7 6,923 4,000
Depreciation 11, 20 19,125 12,029
Amortisation 12 3,841 1,431
Gain on sale of property, plant and equipment 5 (2,072) (704)
Share based payment charges 24 1,326 2,496
Provision for bad debts movement 779 514
Provision for liabilities movement 21 86 48
Cash generated before movement in working capital 65,878 47,024
Increase in inventories (1,167) (157)
Increase in trade and other receivables (14,247) (2,120)
(Decrease)/increase in trade and other payables (3,947) 4,082
Cash inflow from operations 46,517 48,829
Interest paid (6,380) (3,064)
Tax paid (10,020) (6,717)
Net cash generated from operating activities 30,117 39,048
Cash flow used in investing activities
Purchase of property, plant and equipment (29,388) (19,459)
Proceeds from customer loss/damage of assets held for rental 2,955 1,428
Acquisition of subsidiary undertakings net of cash acquired 28 (67,056) (51,183)
Interest received 193 283
Net cash used in investing activities (93,296) (68,931)
Cash flow generated from financing activities
Loans received 18 84,300 62,014
Transaction fees on loans received (1,158) (1,241)
Repayment of bank loans 18 (15,493) (26,587)
Payment of lease liability 20 (1,428) (1,199)
Payment of finance lease liability (22) (2)
Dividends paid 10 (883) (796)
Net cash generated from financing activities 65,316 32,189
Net increase in cash and cash equivalents 2,137 2,306
Cash and cash equivalents at beginning of year 10,824 9,037
Net foreign exchange difference (793) (519)
Cash and cash equivalents at end of year 12,168 10,824
The accompanying notes are an integral part of these consolidated financial
statements.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2024
1. General information
1.1 Background
Ashtead Technology Holdings plc (the "Company") is a public limited company
incorporated in the United Kingdom under the Companies Act 2006, whose shares
are traded on AIM. The consolidated financial statements of the Company as at
and for the year ended 31 December 2024 comprise the Company and its interest
in subsidiaries (together referred to as the "Group"). The Company is
domiciled in the United Kingdom and its registered address is 1 Gateshead
Close, Sunderland Road, Sandy, Bedfordshire, SG19 1RS, United Kingdom.
1.2 Basis of preparation
These consolidated financial statements are for the year ended 31 December
2024 and have been prepared in accordance with UK-adopted International
Accounting Standards.
These consolidated financial statements have been prepared under the
historical cost convention.
The financial information does not constitute the Company's statutory accounts
for the years ended 31 December 2024 or 31 December 2023 but is derived from
those accounts. Statutory accounts for the year ended 31 December 2024 will be
delivered to the Registrar of Companies in due course. The Auditor has
reported on the 2024 accounts; his reports (i) were unqualified, (ii) did not
include a reference to any matters to which the Auditor drew attention by way
of emphasis without qualifying his report and (iii) did not contain a
statement under section 498 (2) or (3) of the Companies Act 2006.
Subsidiary audit exemption
Ashtead Technology Holdings plc (company registration number 13424040) has
issued a parental company guarantee under s479C of the Companies Act 2006
dated 31 December 2024. As a result, for the year ended 31 December 2024,
Seascan Limited (company registration number SC197038), Geoscan Group Limited
(company registration number SC167153), J2 Subsea Limited (company
registration number SC344830) and Seatronics Limited (company registration
number SC124658) are all entitled to exemption from audit.
1.3 Presentational currency
The consolidated financial statements, unless otherwise stated, are presented
in sterling, to the nearest thousand.
1.4 Going concern
The consolidated financial statements of the Group are prepared on a going
concern basis. The Directors of the Group assert that the preparation of the
consolidated financial statements on a going concern basis is appropriate,
which is based upon a review of the future forecast performance of the Group
for a two-year period ending 31 December 2026.
During 2024 the Group has continued to generate positive cash flow from
operating activities with a cash and cash equivalents balance of £12,168,000
(2023: £10,824,000). The Group has access to a multi-currency RCF and
additional accordion facility. After an extension of existing banking
facilities which completed on 8 October 2024, the RCF and accordion facility
have total commitments of £170,000,000 and £40,000,000 respectively, both of
which expire in April 2028. The accordion facility is subject to credit
approval. As at 31 December 2024 the RCF had an undrawn balance of
£30,609,000 on the £170,000,000 facility available at that time. Refer to
Note 18 for details on the available facilities.
The Facility Agreement is subject to a leverage covenant of 3.0x and an
interest cover covenant of 4:1, which are both to be tested on a quarterly
basis. The Group has complied with all covenants from entering the Facility
Agreement until the date of these financial statements.
The Group monitors its funding and liquidity position throughout the year to
ensure it has sufficient funds to meet its ongoing cash requirements. Cash
forecasts are produced based on a number of inputs such as estimated revenues,
margins, overheads, collection and payment terms, capex requirements and the
payment of interest and capital on its existing debt facilities. Consideration
is also given to the availability of bank facilities. In preparing these
forecasts, the Directors have considered the principal risks and uncertainties
to which the business is exposed.
The Directors perform sensitivity analysis on the going concern assumption to
determine whether plausible downside scenarios would have a material impact.
Forecasts were flexed to incorporate a 5% downturn in forecast performance in
the year ending 31 December 2025 and a 10% downturn in forecast performance in
the year ending 31 December 2026. Under this downside scenario the peak
funding requirement over the forecast period would leave £34,551,000 headroom
in the available facilities with no threat to breach of covenants.
Taking account of reasonable changes in trading performance and bank
facilities available, the application of severe but plausible downside
scenarios to the forecasts, the cash forecasts prepared by management and
reviewed by the Directors indicate that the Group is cash generative and has
adequate financial resources to continue to trade for the foreseeable future
and meet its obligations as they fall due.
1.5 Basis of consolidation
Subsidiaries are entities controlled by the Group. The Group controls an
entity when it is exposed to, or has rights to, variable returns from its
involvement with the entity and has the ability to affect those returns
through its power over the entity. In assessing control, the Group takes into
consideration potential voting rights and rights to variable returns of the
subsidiaries. The acquisition date is the date on which control is transferred
to the acquirer. The financial information of subsidiaries is included in the
consolidated financial statements from the date that control commences until
the date that control ceases. Control is reassessed whenever facts and
circumstances indicate that there may be a change in any of these elements of
control.
The consolidated financial statements present the results of the Company and
its subsidiaries as if they formed a single entity. Intercompany transactions
and balances between Group companies are therefore eliminated in full.
1.6 Business combinations
All business combinations are accounted for by applying the acquisition method
as at the acquisition date, which is the date on which control is transferred
to the Group.
The Group measures goodwill at the acquisition date as:
• the fair value of the consideration transferred; plus
• the recognised amount of any non-controlling interests in the
acquiree; plus
• the fair value of the existing equity interest in the acquiree; less
• the net recognised amount (generally fair value) of the identifiable
assets acquired and liabilities assumed.
Costs related to the acquisition, other than those associated with the issue
of debt or equity securities, are expensed as incurred.
Any contingent consideration payable is recognised at fair value at the
acquisition date. Subsequent changes to the fair value of the contingent
consideration are recognised in the income statement.
1.7 New and amended standards adopted by the Group
The following standards, amendments and interpretations became effective for
the financial year beginning on 1 January 2024, however, the Group did not
have to change its accounting policies or make retrospective adjustments as a
result of adopting these.
• Amendment to IAS 1: Classification of Liabilities as Current or
Non-current Liabilities
• Amendment to IAS 1: Non-current Liabilities with Covenants
• Amendment to IAS 7 and IFRS 7: Supplier Financing Arrangements
• Amendment to IFRS 16: Lease Liability in a Sale and Leaseback
Future standards, amendments and interpretations
The following standards, amendments and interpretations are effective
subsequent to the year end, and have not been early adopted. The Directors do
not expect that the adoption of the standards and amendments listed below will
have a material impact on the financial statements of the Group in future
periods.
• IFRS S1 General Requirements for Disclosure of
Sustainability-related Financial Information*
• IFRS S2 Climate-related Disclosures*
• Amendments to IAS 21 The Effects of Changes in Foreign Exchange
rates: Lack of Exchangeability**
• IFRS 18 Presentation and Disclosure in the Financial Statements****
• IFRS 19 Subsidiaries without Public Accountability: Disclosures****
• Amendments to SASB: Enhancements to their international
applicability*
• Amendments to IFRS 9 and IFRS 7: Classification and measurement of
financial instruments*
• Annual improvements to IFRS: Volume 11***
• Amendments to IFRS 9 and IFRS 7: Contracts Referencing Nature
Dependent Electricity*
* Not yet endorsed by the UK as at the date of authorisation of the
financial statements.
** Mandatory adoption date and effective date for the Group is 1 January
2025.
*** Mandatory adoption date and effective date for the Group is 1 January
2026.
**** Mandatory adoption date and effective date for the Group is 1 January
2027.
1.8 Statement of compliance
The preparation of financial statements in compliance with adopted IFRS
requires the use of certain critical accounting estimates. It also requires
Group management to exercise judgement in applying the Group's accounting
policies. The areas where significant judgements and estimates have been made
in preparing the financial statements and their effect are disclosed in Note
2.
2. Summary of material accounting policies
2.1 Configuration or customisation costs in a cloud computing arrangement
The Group has a number of contracts for Software as a Service ("SaaS") Cloud
Computing Arrangements. These contracts permit the Group to access
vendor-hosted software and platform services over the term of the arrangement.
The Group does not control the underlying assets in these arrangements and
costs are expensed as incurred.
The Group also incurs implementation costs in respect of these contracts.
Implementation costs are capitalised as intangible assets where costs meet the
definition and recognition criteria of an intangible asset under IAS 38. Such
costs typically relate to software coding which is capable of providing
benefit to the Group on a standalone basis. Other implementation costs
primarily relate to the configuration and customisation of the Cloud software
solution and are assessed to determine whether the implementation activity
relating to these costs is distinct from the Cloud Arrangement, in which case
costs are expensed as the activity occurs. If the configuration and
customisation costs relate to activity which is integral to the Cloud
Arrangement such that the activity is received over the term of the Cloud
Arrangement, costs are recognised as a prepayment and expensed over the term
of the Cloud Arrangement.
2.2 Foreign currencies
Transactions in foreign currencies are translated to the respective functional
currencies of Group entities at the foreign exchange rate ruling at the date
of the transaction. Monetary assets and liabilities denominated in foreign
currencies at the balance sheet date are retranslated to the functional
currency at the foreign exchange rate ruling at that date. Foreign exchange
differences arising on translation are recognised in the income statement.
Non-monetary assets and liabilities that are measured in terms of historical
cost in a foreign currency are translated using the exchange rate at the date
of the transaction.
The assets and liabilities of foreign operations, including goodwill and fair
value adjustments arising on consolidation, are translated to the Group's
presentational currency, sterling, at foreign exchange rates ruling at the
balance sheet date. The revenues and expenses of foreign operations are
translated at an average rate for each month where this rate approximates to
the foreign exchange rates ruling at the dates of the transactions.
Exchange differences arising from this translation of foreign operations are
reported as an item of other comprehensive income and accumulated in the
translation reserve, within equity. When a foreign operation is disposed of,
such that control, joint control or significant influence (as the case may be)
is lost, the entire accumulated amount in the foreign currency translation
reserve is recycled to the income statement as part of the gain or loss on
disposal.
2.3 Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation
and impairment losses. Cost comprises the purchase price or construction cost,
which includes cost of materials, direct labour costs and other directly
attributable costs, and any costs directly attributable to making the asset
capable of operating as intended, in the intended location. The purchase price
or construction cost is the aggregate amount paid and the fair value of any
other consideration given to acquire the asset. Depreciation is charged to the
income statement on a straight-line basis over the estimated useful lives of
each part of an item of property, plant and equipment. The estimated useful
lives are as follows:
Leasehold improvements - remaining lease term
Freehold property - 25-50 years
Fixtures and fittings - 4-5 years
Motor vehicles - 4-5 years
Assets held for rental - 4-15 years
Assets under construction - not depreciated
Depreciation methods, useful lives and residual values are reviewed at each
balance sheet date.
Any gain or loss on disposal of an item of property, plant and equipment is
recognised in the income statement within other operating income.
Assets held for rental are held for rental until the end of their useful
economic lives and are subsequently scrapped for minimal or no value.
Disposals of assets held for rental primarily arise where customers lose or
damage equipment beyond repair and compensation is invoiced under the terms of
the rental contract. Assets held for rental are not subsequently held for sale
as described in paragraph 68A of IAS 16. Where assets held for rental are
derecognised, any gain or loss realised on disposal is not recognised as
revenue in accordance with IFRS 15. Rather, in accordance with paragraph 68 of
IAS 16, the profit realised is included within other operating income in the
income statement.
In accordance with the circumstances described above, the cash flows for the
purchase and disposal of assets held for rental are not considered to be in
scope of the requirements in paragraph 14 of IAS 7. Accordingly, these cash
flows are classified in investing activities in line with the normal
requirements in paragraph 16 of IAS 7.
The cost of assets under construction are capitalised as work progresses. Once
assets are complete and available for use they are transferred to the relevant
asset category and depreciated from that date.
Subsequent expenditure is capitalised only if it is probable that the future
economic benefits associated with the expenditure will flow to the Group.
An asset is classified as held for sale if its carrying amount will be
recovered principally through sale rather than through continuing use, which
is when the sale is highly probable, and it is available for immediate sale in
its present condition subject only to terms that are usual and customary for
sales of such assets. Assets classified as held for sale are measured at the
lower of the carrying amount upon classification and the fair value less costs
to sell. Assets classified as held for sale are presented separately from
other assets and liabilities in the Consolidated Balance Sheet. Once assets
are classified as held for sale, property, plant and equipment assets are no
longer subject to depreciation.
2.4 Intangible assets and goodwill
Goodwill
Goodwill is stated at cost less any accumulated impairment losses. Goodwill is
allocated to cash-generating units and is not amortised but is tested annually
for impairment.
Other intangible assets
Expenditure on internally generated goodwill and brands is recognised in the
income statement as an expense as incurred.
Other intangible assets that are acquired by the Group are stated at cost less
accumulated amortisation and accumulated impairment losses.
Amortisation
Amortisation is charged to the income statement on a straight-line basis over
the estimated useful lives of intangible assets unless such lives are
indefinite. Intangible assets with an indefinite useful life and goodwill are
systematically tested for impairment at each balance sheet date. Other
intangible assets are amortised from the date they are available for use. The
estimated useful lives are as follows:
Non-compete arrangements - 3-5 years
Customer relationships - 3-7 years
Trade names - 2 years
Documented processes - 10 years
Computer software - 5 years
Non-compete arrangements, customer relationships, trade names and documented
processes are intangible assets arising from business combinations. The fair
value of the non-compete arrangements at the acquisition date has been
determined using the 'with and without' method, an income approach which
considers the difference between discounted future cash flow models, with and
without the non-compete clause. The fair value of the customer relationships
at the acquisition date has been determined using the multi-period excess
earnings method. The fair value of trade names at the acquisition date has
been determined using the royalty relief methodology. The fair value of
documented processes has been identified and valued using a cost approach.
2.5 Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is
calculated using the FIFO (first-in, first-out) method.
2.6 Impairment of non-financial assets excluding inventories, deferred tax
assets and contract assets
The carrying amounts of the Group's non-financial assets, other than
inventories and deferred tax assets, are reviewed at each reporting date to
determine whether there is any indication of impairment. If any such
indication exists, then the asset's recoverable amount is estimated. For
goodwill, and intangible assets that have indefinite useful lives or that are
not yet available for use, the recoverable amount is estimated each year at
the reporting date.
The recoverable amount of an asset or cash-generating unit is the greater of
its value in use and its fair value less costs to sell. In assessing value in
use, the estimated future cash flows are discounted to their present value
using a pre-tax discount rate that reflects current market assessments of the
time value of money and the risks specific to the asset. For the purpose of
impairment testing, assets that cannot be tested individually are grouped
together into the smallest group of assets that generates cash inflows from
continuing use that are largely independent of the cash inflows of other
assets or groups of assets (the "cash-generating unit"). The goodwill acquired
in a business combination, for the purpose of impairment testing, is allocated
to groups of cash-generating units ("CGUs") that are expected to benefit from
the synergies of the combination. For the purposes of goodwill impairment
testing, CGUs to which goodwill has been allocated are aggregated so that the
level at which impairment is tested reflects the lowest level at which
goodwill is monitored for internal reporting purposes. This is subject to an
operating segment ceiling test.
An impairment loss is recognised if the carrying amount of an asset or its CGU
exceeds its estimated recoverable amount. Impairment losses are recognised in
the income statement. Impairment losses recognised in respect of CGUs are
allocated first to reduce the carrying amount of any goodwill allocated to the
units, and then to reduce the carrying amounts of the other assets in the unit
(group of units) on a pro rata basis.
An impairment loss in respect of goodwill is not reversed. In respect of other
assets, impairment losses recognised in prior periods are assessed at each
reporting date for any indications that the loss has decreased or no longer
exists. An impairment loss is reversed if there has been a change in the
estimates used to determine the recoverable amount. An impairment loss is
reversed only to the extent that the asset's carrying amount does not exceed
the carrying amount that would have been determined, net of depreciation or
amortisation, if no impairment loss had been recognised.
2.7 Employee benefits
Defined contribution plans
The Group pays contributions to selected employees' defined contribution
pension plans. The amounts charged to the income statement in respect of
pension costs are the contributions payable in the period. Differences between
contributions payable in the period and contributions actually paid are shown
as either accruals or prepayments on the balance sheet.
2.8 Revenue recognition
Revenue relates to the provision of services, rental of equipment and sale of
equipment. Revenues arising from the rental of equipment are recognised in
accordance with the requirements of IFRS 16: Leases. Revenues arising from all
other revenue streams are recognised in accordance with the requirements of
IFRS 15.
Revenue under IFRS 15
Revenue is recognised as performance obligations are satisfied when control of
promised goods or services is transferred to the customer and is measured at
the amount that reflects the consideration to which the Group expects to be
entitled in exchange for those goods or services.
For each performance obligation within a contract, the Group determines
whether it recognises revenue:
• Wholly at a single point in time when the Group has completed its
performance obligation; or
• Piecemeal over time during the period that control incrementally
transfers to the customer while the good is being manufactured or the service
is being performed.
The Group's activities that require revenue recognition at a point in time
comprise:
• The sale of goods that are not specifically designed for use by one
particular customer; and
• The manufacture of goods that are specifically designed for one
particular customer but for which the Group does not have an enforceable right
to payment for the work completed to date.
The events that trigger the recognition of revenue at a point in time are most
commonly: (i) delivery of the product in accordance with the contractual
terms; or (ii) when the product is made available to the customer for
collection; or (iii) when the customer notifies the Group that they have
accepted the product following a period of inspection. The Group utilises the
customer acceptance approach when the contract with the customer contains a
requirement for formal acceptance to be provided, that typically is required
to be received before the customer is obliged to pay for the products.
In respect of revenue that is recognised over time, the Group uses an input
method for measuring the progress towards completion of its performance
obligations and consequently for measuring the amount of revenue that is
recognised. Specifically, revenue is recognised in proportion to the total
expected consideration that mirrors the costs incurred to date relative to the
total expected costs to complete the performance obligation. This method is
considered to be the most appropriate as the inclusion of all costs, being
materials, labour and direct overheads, best reflects the activities required
in performing the promise to the customer.
Revenue under IFRS 16
All contracts for leases of equipment entered into by the Group are classified
as operating leases. The contracts for equipment rentals do not transfer
substantially all of the risks and rewards incidental to ownership of the
underlying asset to the customer.
The Group recognises lease payments received under operating leases as revenue
on a straight-line basis over the lease term.
Where customers are billed in advance, deferred rental income is recognised,
which represents the portion of billed revenue to be deferred to future
periods. Where customers are billed in arrears for equipment rentals, accrued
rental income is recognised, which represents unbilled revenues recognised in
the period.
Performance obligations and timing of revenue recognition
Revenue derived from selling goods is recognised at a point in time when
control of the goods has transferred to the customer. This is generally when
the goods are delivered to the customer. However, for export sales, control
might also be transferred when delivered either to the port of departure or
port of arrival, depending on the specific terms of the contract with a
customer. There is limited judgement needed in identifying the point control
passes: once physical delivery of the products to the agreed location has
occurred, the Group no longer has physical possession, usually will have a
present right to payment and the customer obtains control of the goods being
transferred.
2.9 Operating segments
The Group operates in the following four geographic regions, which have been
determined as the Group's reportable segments. The operations of each
geographic region are similar.
• Europe
• Americas
• Asia Pacific
• Middle East
The Chief Operating Decision Maker (CODM) is determined as the Group's Board
of Directors. The Group's Board of Directors reviews the internal management
reports of each geographic region monthly as part of the monthly management
reporting. The operations within each of the above regional segments display
similar economic characteristics. There are no reportable segments which have
been aggregated for the purpose of the disclosure of segment information.
2.10 Taxation
A deferred tax asset is recognised only to the extent that it is probable that
future taxable profits will be available against which the temporary
difference can be utilised. Deferred tax assets are reviewed at each reporting
date and are reduced to the extent that it is no longer probable that the
related tax benefit will be realised; such reductions are reversed when the
probability of future taxable profits improves. Unrecognised deferred tax
assets are reassessed at each reporting date and recognised to the extent that
it has become probable that future taxable profits will be available against
which they can be used.
Current tax assets and current tax liabilities are offset only when:
• the Group has a legally enforceable right to set off current tax
assets against current tax liabilities; and
• the Group intends either to settle on a net basis or to realise the
asset and settle the liability simultaneously.
Deferred tax assets and liabilities are offset only if:
• the Group has a legally enforceable right to set off current tax
liabilities and assets; and
• the deferred tax liabilities and assets relate to income taxes
levied by the same tax authority.
2.11 Leases
At the inception of a contract, the Group assesses whether a contract is, or
contains, a lease. A contract is, or contains, a lease if the contract conveys
the right to control the use of an identified asset for a period of time in
exchange for consideration.
As a lessee
At commencement or on modification of a contract that contains a lease
component, along with one or more other lease or non-lease components, the
Group accounts for each lease component separately from the non-lease
components. The Group allocates the consideration in the contract to each
lease component on the basis of its relative stand-alone price and the
aggregate stand-alone price of the non-lease components.
The Group recognises a right-of-use asset and a lease liability at the lease
commencement date. The right-of-use asset is initially measured at cost, which
comprises the initial amount of the lease liability adjusted for any lease
payments made at or before the commencement date, plus any initial direct
costs incurred and an estimate of costs to dismantle and remove the underlying
asset or to restore the underlying asset or the site on which it is located,
less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line
method from the commencement date to the end of the lease term, unless the
lease transfers ownership of the underlying asset to the Group by the end of
the lease term or the cost of the right-of-use asset reflects that the Group
will exercise a purchase option. In that case the right-of-use asset will be
depreciated over the useful life of the underlying asset, which is determined
on the same basis as those of property, plant and equipment. In addition, the
right-of-use asset is periodically reduced by impairment losses, if any, and
adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease
payments that are not paid at the commencement date, discounted using the
interest rate implicit in the lease or, if that rate cannot be readily
determined, the Group's incremental borrowing rate.
The lease liability is measured at amortised cost using the effective interest
method. It is remeasured when there is a change in future lease payments
arising from a change in an index or rate, there is a change in the Group's
estimate of the amount expected to be payable under a residual value
guarantee, if the Group changes its assessment of whether it will exercise a
purchase, extension or termination option or if there is a revised
in-substance fixed lease payment.
When the lease liability is remeasured in this way, a corresponding adjustment
is made to the carrying amount of the right-of-use asset, to the extent that
the right-of-use asset is reduced to nil, with any further adjustment required
from the remeasurement being recorded in the income statement.
The Group presents right-of-use assets and lease liabilities as separate line
items on the balance sheet.
Short-term leases and leases of low-value assets
The Group has elected not to recognise right-of-use assets and lease
liabilities for lease of low-value assets and short-term leases. The Group
recognises the lease payments associated with these leases as an expense on a
straight-line basis over the lease term.
As a lessor
Refer to the revenue accounting policy note for the Group's accounting policy
under IFRS 16, as a lessor.
2.12 Financial instruments
Financial assets and financial liabilities are recognised when the Group
becomes a party to the contractual provisions of the instrument.
Financial liabilities and equity instruments are classified according to the
substance of the contractual arrangements entered into. An equity instrument
is any contract that evidences a residual interest in the assets of the Group
after deducting all of its liabilities.
Financial assets and liabilities
All financial assets and liabilities are initially measured at transaction
price (including transaction costs), except for those financial assets
classified as at fair value through profit or loss, which are initially
measured at fair value (which is normally the transaction price excluding
transaction costs).
Financial assets and liabilities are only offset in the balance sheet when,
and only when, there exists a legally enforceable right to set off the
recognised amounts and the Group intends either to settle on a net basis, or
to realise the asset and settle the liability simultaneously.
Commitments to make and receive loans which meet the conditions mentioned
above are measured at cost (which may be nil) less impairment.
The Group's business model for managing financial assets refers to how it
manages its financial assets in order to generate cash flows. The business
model determines whether cash flows will result from collecting contractual
cash flows, selling the financial assets, or both. Financial assets classified
and measured at amortised cost are held within a business model with the
objective to hold financial assets in order to collect contractual cash flows
while financial assets classified and measured at fair value through OCI are
held within a business model with the objective of both holding to collect
contractual cash flows and selling.
All financial liabilities are recognised initially at fair value and, in the
case of loans and borrowings and payables, net of directly attributable
transaction costs.
Non-derivative financial liabilities, including loans and borrowings, and
trade and other payables, are stated at amortised cost using the effective
interest method.
For purposes of subsequent measurement, financial liabilities are classified
in two categories:
• Financial liabilities at fair value through profit or loss
• Financial liabilities at amortised cost
Financial liabilities at fair value through profit or loss include financial
liabilities held for trading and financial liabilities designated upon initial
recognition as at fair value through profit or loss.
Gains or losses on liabilities held for trading are recognised in the
statement of profit or loss.
Financial liabilities designated upon initial recognition at fair value
through profit or loss are designated at the initial date of recognition, and
only if the criteria in IFRS 9 are satisfied. The Group has not designated any
financial liability as at fair value through profit or loss.
Financial liabilities at amortised cost (loans and borrowings, trade payables,
other payables, accruals and lease liabilities) is the category most relevant
to the Group. After initial recognition, interest-bearing loans and borrowings
are subsequently measured at amortised cost using the EIR method. Gains and
losses are recognised in profit or loss when the liabilities are derecognised
as well as through the EIR amortisation process.
Amortised cost is calculated by taking into account any discount or premium on
acquisition and fees or costs that are an integral part of the EIR. The EIR
amortisation is included as finance costs in the statement of profit or loss.
This category generally applies to interest-bearing loans and borrowings. For
more information, refer to Note 18.
Financial assets are derecognised when and only when (a) the contractual
rights to the cash flows from the financial asset expire or are settled, (b)
the Group transfers to another party substantially all of the risks and
rewards of ownership of the financial asset, or (c) the Group, despite having
retained some, but not all, significant risks and rewards of ownership, has
transferred control of the asset to another party.
Financial liabilities are derecognised only when the obligation specified in
the contract is discharged, cancelled or expires.
Fair value measurement
The best evidence of fair value is a quoted price for an identical asset in an
active market. When quoted prices are unavailable, the price of a recent
transaction for an identical asset provides evidence of fair value as long as
there has not been a significant change in economic circumstances or a
significant lapse of time since the transaction took place. If the market is
not active and recent transactions of an identical asset on their own are not
a good estimate of fair value, the fair value is estimated by using a
valuation technique.
Impairment of financial assets
The Group recognises loss allowances for expected credit losses (ECLs) on
financial assets measured at amortised cost.
Loss allowances for trade receivables and accrued income are measured at an
amount equal to the lifetime ECL. Trade receivables do not contain a
significant financing component and typically have a short duration of less
than 12 months. The Group prepares a provision matrix when measuring its ECLs.
Trade receivables and accrued income are segmented on the basis of historic
credit loss experience, based on geographic region. Historical loss experience
is applied to trade receivables and accrued income, after being adjusted for:
• information about current economic conditions; and
• reasonable and supportable forecasts of future economic conditions.
Write-offs
The gross carrying amount of a financial asset is written-off (either
partially or in full) to the extent that there is no realistic prospect of
recovery.
2.13 Borrowing costs
Borrowing costs are capitalised and amortised over the term of the related
debt. The amortisation of borrowing costs is recognised as finance expenditure
in the consolidated income statement.
2.14 Share based payments
The Group has equity settled compensation plans. Equity settled share based
payments are measured at fair value at the date of grant. The fair value
determined at the grant date of the equity settled share based payments is
expensed over the vesting period, based on the Group's estimate of awards that
will eventually vest. Fair value is measured by the use of the Black-Scholes
and Monte Carlo option pricing models.
The cost is recognised in staff costs (Note 6), together with a corresponding
increase in equity (share based payment reserve), over the period in which the
service and the performance conditions are fulfilled (the vesting period). The
cumulative expense recognised for equity-settled transactions at each
reporting date until the vesting date reflects the extent to which the vesting
period has expired and the Group's best estimate of the number of equity
instruments that will ultimately vest. The expense or credit in the statement
of profit or loss for a period represents the movement in cumulative expense
recognised as at the beginning and end of that period.
Service and non-market performance conditions are not taken into account when
determining the grant date fair value of awards, but the likelihood of the
conditions being met is assessed as part of the Group's best estimate of the
number of equity instruments that will ultimately vest. Non-vesting conditions
are reflected in the fair value of an award and lead to an immediate expensing
of an award unless there are also service and/or performance conditions.
Where an award is cancelled by the entity or by the counterparty, any
remaining element of the fair value of the award is expensed immediately
through profit or loss.
Employer's National Insurance contributions are treated as cash settled and
included in accruals.
The dilutive effect of outstanding options is reflected as additional share
dilution in the computation of diluted earnings per share (further details are
given in Note 9).
2.15 Critical estimates and judgements
In the application of the Group's accounting policies the Directors are
required to make judgements that have a significant impact on the amounts
recognised and to make estimates and assumptions about the carrying amounts of
assets and liabilities that are not readily apparent from other sources. The
estimates and associated assumptions are based on historical experience and
other factors that are considered to be relevant. Actual results may differ
from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the
estimate is revised if the revision affects only that period, or in the period
of the revision and future periods if the revision affects both current and
future periods.
The Directors have not identified any critical judgements that have a
significant effect on the amounts recognised in the consolidated financial
statements, apart from those involving estimations (which are explained
separately below).
2.16 Key sources of estimation uncertainty
The key assumptions concerning the future, and other key sources of estimation
uncertainty at the balance sheet date, that have a significant risk of causing
a material adjustment to the carrying amounts of assets and liabilities within
the next financial year, are discussed below.
Provision for bad debts
The Group applies IFRS 9 to measure the lifetime expected credit loss of trade
receivables. The lifetime expected credit loss is based upon historic loss
experience, which is then adjusted for information about current economic
conditions and reasonable and supportable forecasts of future economic
conditions. The Group applies judgement to the adjustments to the expected
credit loss for information about current economic conditions and reasonable
and supportable forecasts of future economic conditions, and it considers all
relevant factors that impact future payment by customers. The expected credit
loss on trade receivables at the reporting date is estimated on the basis of
these underlying assumptions. The key assumption is the expected credit loss
rate and if this was increased/decreased by 1% across all ageing categories,
the provision for bad debts would increase/decrease by £519,000. Refer to
Note 25(a) for the carrying value of trade receivables to which the expected
credit loss model is applied.
Inventory provision
The Group provides against the carrying value of inventories where it is
anticipated that net realisable value ('NRV') will be below costs. The
inventory provision is calculated based on the age of the inventory and the
obsolescence of the inventory. The key estimate within the inventory provision
relates to the percentage applied to the ageing categories of stock lines,
which is derived from historic experience. The gross carrying value of
inventory categorised as aged is £8,254,000, against which a provision of
£4,127,000 has been recognised. A 10% increase/decrease of the provision
percentage applied to all ageing categories would change the provision by
£825,000. Inventory, including the value of the provision, has been detailed
in Note 13.
2.17 Adjusting items
Adjusting items are significant items of income or expense included in
revenue, profit from operations, net finance costs and/or taxation which
individually or, if of a similar type, in aggregate, are considered either
non-trading or one-off in nature and which, by treating as an adjusting item,
are relevant to an understanding of the Group's underlying financial
performance because of their size, nature or incidence. In identifying and
quantifying adjusting items, the Group consistently applies a policy that
defines criteria that are required to be met for an item to be classified as
an adjusting item. These items are separately disclosed in the segmental
analysis or in the notes to the accounts as appropriate.
The Group believes that these items are useful to users of the consolidated
financial statements in helping to understand the underlying business
performance and are used to derive the Group's principal Alternative
Performance Measure of Adjusted EBITDA, Adjusted EBITA, Adjusted profit before
tax and Adjusted earnings per share which are stated before the impact of
adjusting items and which are reconciled to statutory measures in Note 29.
3. Segmental analysis
The CODM reviews revenue, gross profit and operating profit to evaluate
segment performance and allocate resources to the overall business. The Group
is organised and managed based on its segments, namely Europe, Americas, Asia
Pacific and Middle East. These regions are the reportable and operating
segments for the Group as they form the focus of the Group's internal
reporting systems and are the basis used by the CODM for assessing performance
and allocating resources.
For the year ended 31 December 2024
Europe Americas Asia Pacific Middle East Head Office Total
£000 £000 £000 £000 £000 £000
Total revenue 114,295 25,765 15,628 12,356 - 168,044
Cost of sales (22,775) (8,662) (3,773) (3,414) - (38,624)
Gross profit 91,520 17,103 11,855 8,942 - 129,420
Administrative expenses (39,064) (8,648) (3,874) (2,832) (11,044) (65,462)
Other operating income 1,089 403 324 256 - 2,072
Operating profit before depreciation, amortisation and foreign exchange 53,545 8,858 8,305 6,366 (11,044) 66,030
gain/(loss)
Foreign exchange (loss)/gain (432) 45 38 66 12 (271)
Depreciation (14,108) (2,384) (1,419) (1,074) (140) (19,125)
Amortisation (3,805) (18) (12) (6) - (3,841)
Operating profit 35,200 6,501 6,912 5,352 (11,172) 42,793
Finance income 193
Finance costs (6,923)
Profit before taxation 36,063
Taxation charge (7,285)
Profit for the financial year 28,778
Total assets 245,525 24,799 16,452 13,154 13,673 313,603
Total liabilities 28,673 5,143 3,942 1,919 146,598 186,275
For the year ended 31 December 2023
Europe Americas Asia Pacific Middle East Head Office Total
£000 £000 £000 £000 £000 £000
Total revenue 71,601 19,343 11,186 8,336 - 110,466
Cost of sales (13,730) (5,646) (2,140) (2,652) - (24,168)
Gross profit 57,871 13,697 9,046 5,684 - 86,298
Administrative expenses (18,909) (6,516) (3,950) (1,978) (11,208) (42,561)
Other operating income 374 53 208 69 - 704
Operating profit before depreciation, amortisation and foreign exchange 39,336 7,234 5,304 3,775 (11,208) 44,441
gain/(loss)
Foreign exchange gain/(loss) 168 130 (164) (173) 268 229
Depreciation (7,790) (2,123) (1,088) (897) (131) (12,029)
Amortisation (1,431) - - - - (1,431)
Operating profit 30,283 5,241 4,052 2,705 (11,071) 31,210
Finance income 283
Finance costs (4,000)
Profit before taxation 27,493
Taxation charge (5,914)
Profit for the financial year 21,579
Total assets 167,063 17,293 9,991 7,012 12,335 213,694
Total liabilities 30,051 5,966 2,413 1,853 75,825 116,108
Central administrative expenses represent expenditures which are not directly
attributable to any single operating segment. The expenditure has not been
allocated to individual operating segments, as this activity is managed
centrally.
The revenues generated by each geographic segment almost entirely comprise
revenues generated in a single country. Revenues in the Europe, Americas, Asia
Pacific and Middle East segments are almost entirely generated in the UK, USA,
Singapore and UAE respectively. Revenues generated outside of these
jurisdictions are not material to the Group. The basis for the allocation of
revenues to individual countries is dependent upon the facility from which the
equipment is provided.
No single customer or group of customers under common control account for 15%
or more of Group revenue.
The carrying value of non-current assets, other than deferred tax assets,
split by the country in which the assets are held is as follows:
As at As at
31 December 2024 31 December 2023
£000 £000
UK 204,805 141,745
USA 14,709 13,111
Singapore 10,589 7,665
UAE 6,986 4,218
4. Revenue
(a) Revenue streams
The Group's key revenue generating activity comprises equipment rental, sale
of equipment and provision of related services (non-rental revenue). The
revenue is attributable to the continuing activities of renting equipment,
selling equipment or providing a service. All rental income is expected to be
settled within 12 months.
2024 2023
£000 £000
Rental income (Note 20) 131,169 90,985
Non-rental revenue 36,875 19,481
Total revenue 168,044 110,466
(b) Disaggregation of revenue from contracts with customers
Revenue from contracts with customers from sale of equipment and provision of
related services is disaggregated by primary geographical market, major
products and services and timing of revenue recognition.
Primary geographical markets 2024 2023
£000 £000
Europe 27,696 12,930
Americas 5,335 2,808
Asia Pacific 1,627 1,565
Middle East 2,217 2,178
Non-rental revenue 36,875 19,481
Major products and services and timing of revenue recognition of non-rental
revenue:
2024 2023
£000 £000
Sale of equipment, transferred at a point in time 17,114 8,343
Provision of related services, transferred over time 19,761 11,138
Non-rental revenue 36,875 19,481
5. Operating profit
This is stated after charging/(crediting):
2024 2023
£000 £000
Cost of inventories recognised in cost of sales 8,512 6,757
Facilities costs 798 476
Depreciation on property, plant and equipment (Note 11) 17,850 10,939
Depreciation on right-of-use assets (Note 20) 1,275 1,090
Amortisation of intangible assets (Note 12) 3,841 1,431
Staff costs including share based payments (Note 6) 44,326 27,441
Transaction costs 2,610 2,292
Foreign exchange losses/(gains) 271 (229)
Lease rentals 475 254
Impairment loss on trade receivables 927 501
Impairment loss on inventories 542 118
Other operating income
Gain on sale of property, plant and equipment* 2,072 704
Fees payable to the auditor for the audit of the financial statements:
Total audit fees 496 358
Fees payable to the auditor and its associates for other services to the Group
Review of interim financial statements 5 5
Review of CRRT letter - 5
Total non-audit fees 5 10
* The gain on sale of property, plant and equipment arises from
compensation from third parties for items of property, plant and equipment
that were lost, given up or damaged beyond repair by customers in both 2024
and 2023. The gross compensation proceeds are disclosed in the consolidated
cash flow statement.
6. Staff costs
2024 2023
£000 £000
Wages and salaries 37,794 22,625
Social security costs 4,118 2,369
Other pension costs (Note 23) 1,340 736
Share based payment expense 1,074 1,711
44,326 27,441
The average number of employees during the year was as follows:
No. No.
Operations 355 186
Sales and administrative 205 132
560 318
Directors' remuneration:
2024 2023
£000 £000
Compensation to key management personnel
Short-term employee benefits 1,574 1,410
Social security costs 667 185
Contributions of money purchase pension schemes 62 54
Share based payment expense 820 491
3,123 2,140
The total value of assets received under LTIP during 2024 was £1,679,000
(2023: £752,000).
2024 2023
Number Number
Number of directors who:
Are members of a money purchase pension scheme 2 2
Full details of the Directors' remuneration and interests are set out in the
Directors' Remuneration Report on pages 56 to 61.
Highest paid director:
2024 2023
£000 £000
Compensation to key management personnel
Short-term employee benefits 772 695
Social security costs 402 99
Contributions of money purchase pension schemes 37 31
Share based payment expense 523 863
1,734 1,688
The value of assets received under LTIP during 2024 was £1,044,000 (2023:
£468,000).
7. Finance income and costs
Finance income 2024 2023
£000 £000
Bank interest receivable 193 283
Finance costs 2024 2023
£000 £000
Interest on bank loans (held at amortised cost) 6,275 3,069
Amortisation of deferred finance costs 445 805
Interest expense on lease liability (Note 20) 131 124
Other interest and charges 72 2
6,923 4,000
8. Tax
(a) Tax on profit on ordinary activities
The tax charge is made up as follows:
2024 2023
£000 £000
Current tax:
UK corporation tax on profit for the year 8,399 6,956
Adjustment in respect of previous periods (903) (216)
Foreign tax reliefs - (155)
Foreign tax 371 205
Exchange rate differences (12) -
Total current income tax 7,855 6,790
Deferred tax:
Origination and reversal of temporary differences (831) (323)
Origination and reversal of temporary differences - prior periods 244 (533)
Effect of changes in tax rates 7 (20)
Exchange rate differences 10 -
Total deferred tax (570) (876)
Tax charge in the profit and loss account (Note 8(b)) 7,285 5,914
(b) Factors affecting the current tax charge for the year
The tax assessed for the year differs from the standard rate of corporation
tax in the UK of 25.0% (2023: 23.52%). The differences are explained below:
2024 2023
£000 £000
Profit on ordinary activities before taxation 36,063 27,493
Profit on ordinary activities multiplied by standard rate of corporation tax 9,016 6,466
in the UK of 25.0% (2023: 23.52%)
Effects of:
Expenses not deductible for tax purposes 586 885
Income not taxable (29) (64)
Gains/rollover relief 44 50
Effects of overseas tax rates (1,540) (972)
Adjustments in respect of previous periods (659) (745)
Tax rate changes 7 (21)
Share options 49 124
Movement in deferred tax not recognised (657) (102)
Exchange rate difference - (97)
Withholding taxes/State taxes 468 390
Tax charge 7,285 5,914
(c) Income tax recoverable/(payable)
2024 2023
£000 £000
Income tax recoverable 2,333 -
Income tax payable (1,273) (2,207)
Income tax recoverable/(payable) 1,060 (2,207)
(d) Unrecognised tax losses
The Group has tax losses which arose in the UK of £2,696,000 (2023:
£5,026,000) that are available indefinitely for offset against future taxable
profits of the Group companies in which the losses arose.
Deferred tax assets have not been recognised in respect of these losses as
they may not be used to offset taxable profits elsewhere in the Group and they
have arisen in subsidiaries that are loss making.
(e) Deferred tax
Deferred tax included in the Group balance sheet is as follows:
2024 2023
£000 £000
Fixed asset timing differences (4,431) (6,464)
Short-term timing differences 2,061 1,321
Tax losses 780 546
Intangible asset timing differences (8,494) (4,369)
Deferred tax liability (10,084) (8,966)
The recoverability of the deferred tax (liability)/asset is as follows:
Current - -
Non-current (10,084) (8,966)
(10,084) (8,966)
Deferred tax is recognised on the balance sheet as follows:
Non-current asset 272 52
Non-current liability (10,356) (9,018)
(10,084) (8,966)
Deferred tax included in the balance sheet and income statement for each type
of temporary difference as at 31 December 2024, split by category:
Opening Prior year adjustment Revised opening Income statement Credited to equity Current year acquisition Foreign exchange Closing
£000 £000 £000 £000 £000 £000 £000 £000
Fixed asset timing differences (6,464) (212) (6,676) (148) - 2,408 (15) (4,431)
Short-term timing differences 1,321 (32) 1,289 (126) (396) 1,296 (2) 2,061
Tax losses 546 - 546 230 - - 4 780
Intangible asset timing differences (4,369) - (4,369) 867 - (4,991) (1) (8,494)
Total (8,966) (244) (9,210) 823 (396) (1,287) (14) (10,084)
Deferred tax included in the balance sheet and income statement for each type
of temporary difference as at 31 December 2023, split by category:
Opening Prior year adjustment Revised opening Income statement Credited to equity Current year acquisition Foreign exchange Closing
£000 £000 £000 £000 £000 £000 £000 £000
Fixed asset timing differences (2,088) 221 (1,867) 237 - (4,897) 63 (6,464)
Short-term timing differences 376 (13) 363 198 690 67 3 1,321
Tax losses 1,071 - 1,071 (481) - - (44) 546
Intangible asset timing differences (1,421) 324 (1,097) 369 - (3,640) (1) (4,369)
Total (2,062) 532 (1,530) 323 690 (8,470) 21 (8,966)
9. Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the earnings attributable
to ordinary shareholders by the weighted average number of Ordinary Shares in
issue during the year.
Diluted earnings per share
For diluted earnings per share, the weighted average number of Ordinary Shares
in issue is adjusted to assume conversion of all dilutive potential Ordinary
Shares. The Group has dilutive potential ordinary shares arising from share
options granted to employees under the share schemes as detailed in Note 23 of
these financial statements.
Adjusted earnings per share
Earnings attributable to ordinary shareholders of the Group for the year,
adjusted to remove the impact of adjusting items and the tax impact of these,
divided by the weighted average number of Ordinary Shares outstanding during
the period.
Adjusted Statutory Adjusted Statutory
2024 2024 2023 2023
Earnings attributable to equity shareholders of the Group:
Profit for the year (£000) 36,109* 28,778 26,664* 21,579
Number of shares:
Weighted average number of Ordinary Shares at year end 80,206,862 80,206,862 79,873,733 79,873,733
Add dilutive effect of share based payment plans 1,038,979 1,038,979 1,095,629 1,095,629
Weighted average number of Ordinary Shares for calculating diluted earnings 81,245,841 81,245,841 80,969,362 80,969,362
per share at year end
Earnings per share attributable to equity holders of the Group -continuing
operations:
Basic earnings per share (pence) 45.0 35.9 33.4 27.0
Diluted earnings per share (pence) 44.4 35.4 32.9 26.7
* Refer to Note 29 for the reconciliation of Alternative Performance
Measures.
10. Dividends
The Board is pleased to propose a final dividend of 1.2p per share, which, if
approved at the Annual General Meeting to be held on 22 May 2025, will be paid
on 29 May 2025 with a record date of 2 May 2025. The shares will become
ex-dividend on 1 May 2025. No interim dividend was paid in 2024.
A final dividend for 2023 of 1.1p per share was paid on 3 June 2024 totalling
£883,000. The 2023 final dividend was approved at the Annual General Meeting
on 30 May 2024, with a record date of 3 May 2024. The shares became
ex-dividend on 2 May 2024. No interim dividend was paid in 2023.
11. Property, plant and equipment
Assets held Assets under construction Leasehold improvements Freehold property Fixtures and fittings Motor Total
for rental £000 £000 £000 £000 vehicles £000
£000 £000
Cost:
At 1 January 2023 129,073 - 2,365 197 4,531 339 136,505
Acquisitions 25,870 1,356 - 3,432 446 61 31,165
Fair value adjustment on acquisitions (798) (909) - (486) 365 (16) (1,844)
Additions 19,137 59 42 - 386 - 19,624
Disposals (10,712) - (196) - (205) (9) (11,122)
Foreign exchange movements (1,908) - (31) 1 (56) 1 (1,993)
At 31 December 2023 160,662 506 2,180 3,144 5,467 376 172,335
Accumulated depreciation:
At 1 January 2023 (98,956) - (1,829) (76) (3,597) (235) (104,693)
Charge for the year (10,274) - (224) (26) (378) (37) (10,939)
Disposals 9,989 - 196 - 168 8 10,361
Foreign exchange movements 1,585 - 26 1 34 (3) 1,643
At 31 December 2023 (97,656) - (1,831) (101) (3,773) (267) (103,628)
Net book value:
At 31 December 2023 63,006 506 349 3,043 1,694 109 68,707
Assets held Assets under construction Leasehold improvements Freehold property Fixtures and fittings Motor Total
for rental £000 £000 £000 £000 vehicles £000
£000 £000
Cost:
At 1 January 2024 160,662 506 2,180 3,144 5,467 376 172,335
Acquisitions (Note 28) 7,327 - 34 - 49 - 7,410
Fair value adjustment on acquisitions (Note 28) 364 - (15) - 62 - 411
Additions 24,966 3,463 350 249 832 - 29,860
Transfer 1,063 (1,063) - - - - -
Disposals (5,893) - (541) - (517) (95) (7,046)
Reclass to assets classified for sale (377) - - - - - (377)
Foreign exchange movements 28 - (9) 115 (22) (6) 106
At 31 December 2024 188,140 2,906 1,999 3,508 5,871 275 202,699
Accumulated depreciation:
At 1 January 2024 (97,656) - (1,831) (101) (3,773) (267) (103,628)
Charge for the year (16,911) - (133) (65) (702) (39) (17,850)
Disposals 5,077 - 540 - 498 95 6,210
Foreign exchange movements (53) - (18) 39 (67) (7) (106)
At 31 December 2024 (109,543) - (1,442) (127) (4,044) (218) (115,374)
Net book value:
At 31 December 2024 78,597 2,906 557 3,381 1,827 57 87,325
The construction of rental assets with a total cost of £1,063,00 were
completed in 2024 and transferred from Assets under construction to assets
held for rental. The assets transferred relate to winches and other lifting
equipment.
12. Goodwill and intangible assets
Goodwill Customer relationships Trade name Non-compete arrangements Documented processes Computer software Total
£000 £000 £000 £000 £000 £000 £000
Cost:
At 1 January 2023 66,043 8,863 - 482 - 2,647 78,035
Acquisitions 11,900 8,503 544 4,134 1,377 - 26,458
Foreign exchange movements (204) - - - - - (204)
At 31 December 2023 77,739 17,366 544 4,616 1,377 2,647 104,289
Amortisation:
At 1 January 2023 - (4,548) - (215) - (2,647) (7,410)
Charge for the year - (1,236) (23) (161) (11) - (1,431)
Foreign exchange movements - - - - - - -
At 31 December 2023 - (5,784) (23) (376) (11) (2,647) (8,841)
Net book value:
At 31 December 2023 77,739 11,582 521 4,240 1,366 - 95,448
Goodwill Customer relationships Trade name Non-compete arrangements Documented processes Computer software Total
£000 £000 £000 £000 £000 £000 £000
Cost:
At 1 January 2024 77,739 17,366 544 4,616 1,377 2,647 104,289
Acquisitions (Note 28) 34,426 21,086 - - - - 55,512
Disposals - - - - - (2,634) (2,634)
Foreign exchange movements 18 - - - - (5) 13
At 31 December 2024 112,183 38,452 544 4,616 1,377 8 157,180
Amortisation:
At 1 January 2024 - (5,784) (23) (376) (11) (2,647) (8,841)
Charge for the year - (2,514) (272) (918) (137) - (3,841)
Disposals - - - - - 2,634 2,634
Foreign exchange movements - - - - - 5 5
At 31 December 2024 - (8,298) (295) (1,294) (148) (8) (10,043)
Net book value:
At 31 December 2024 112,183 30,154 249 3,322 1,229 - 147,137
Goodwill has arisen on the acquisition of the following subsidiaries: Amazon
Group Limited (the parent company of the existing Ashtead Technology Group at
the time of acquisition, in April 2016), TES Survey Equipment Services LLC,
Welaptega Marine Limited, Aqua-Tech Solutions LLC and its subsidiary Alpha
Subsea LLC, Underwater Cutting Solutions Limited, WeSubsea AS and its
subsidiary WeSubsea UK Limited, Hiretech Limited, Rathmay Limited and its
subsidiaries Alfred Cheyne Engineering Limited, ACE Winches Inc, ACE Winches
DMCC and ACE Winches Norge AS and Seascan Limited and J2 Subsea Limited and
their subsidiaries Geoscan Group Limited, Seatronics Inc, Seatronics PTE
Limited and Seatronics Limited, as well as the acquisition of the trade and
assets of Forum Subsea Rentals, a division of Forum Energy Technologies (UK)
Limited, Forum Energy Asia Pacific PTE Ltd and Forum US, Inc.
Impairment testing for CGUs containing goodwill
For the purpose of impairment testing, goodwill has been allocated to the
Group's CGUs as follows. The groups of CGUs to which goodwill has been
allocated are consistent with the Group's operating segments.
2024 2023
£000 £000
Europe 93,581 64,173
Americas 9,352 6,390
Asia Pacific 6,570 5,346
Middle East 2,680 1,830
An impairment test has been performed in respect of each of the groups of CGUs
to which goodwill has been allocated on each reporting date.
For each of the operating segments to which goodwill has been allocated, the
recoverable amount has been determined on the basis of a value in use
calculation. In each case, the value in use was found to be greater than the
carrying amount of the group of CGUs to which the goodwill has been allocated.
Accordingly, no impairment to goodwill has been recognised. The value in use
has been determined by discounting future cash flows forecast to be generated
by the relevant regional segment.
A summary of the key assumptions on which management has based its cash flow
projections at each reporting date is as follows:
2024 2023
£000 £000
Europe:
Pre-tax discount rate 12.7% 12.4%
Post-tax discount rate 12.3% 11.2%
Terminal value growth rate 2% 2%
Forecast period 2 years 2 years
Americas:
Pre-tax discount rate 12.1% 11.8%
Post-tax discount rate 11.8% 10.6%
Terminal value growth rate 2% 2%
Forecast period 2 years 2 years
Asia Pacific:
Pre-tax discount rate 12.0% 11.7%
Post-tax discount rate 11.8% 10.6%
Terminal value growth rate 2% 2%
Forecast period 2 years 2 years
Middle East:
Pre-tax discount rate 12.3% 12.0%
Post-tax discount rate 12.2% 11.2%
Terminal value growth rate 2% 2%
Forecast period 2 years 2 years
Key assumptions used in value in use calculations
In determining the above key assumptions, management has considered past
experience together with external sources of information where available (e.g.
industry-wide growth forecasts).
The calculation is most sensitive to the following assumptions:
• Discount rates
• Growth rates used to extrapolate cash flows beyond the forecast
period
The discount rate applied to each CGU represents a pre-tax rate that reflects
the market assessment of the time value of money as at 31 December 2024. The
discount rate calculation is based on the specific circumstances of the Group
and its operating segments and is derived from its weighted average cost of
capital (WACC), adjusted for the regional risk premium. The WACC takes into
account both debt and equity. The cost of equity is derived from the expected
return on investment by the Group's investors. The cost of debt is based on
the interest-bearing borrowings the Group is obliged to service. Adjustments
to the discount rate are made to factor in the specific amount and timing of
the future tax flows in order to reflect a pre/post-tax discount rate.
Sensitivity analysis shows that a pre-tax/(post-tax) discount rate higher than
20.4% (18.5%) would be required to start to indicate impairment in Europe,
with post-tax discount rates being higher than the following rates would start
to indicate impairment in Americas: 68.9% (63.8%), APAC: 53.1% (50.0%) and
Middle East: 50.8% (49.3%).
Growth rate estimates are based on published industry research.
Sensitivity analysis shows that a terminal value growth rate lower than -2.7%
would be required to start to indicate impairment in Europe, with lower
terminal value growth rates than the following rates would start to indicate
impairment in Americas: -541.4%, APAC: -121.1% and Middle East -110.7%.
Sensitivity analysis has been performed in respect of the key assumptions
above with no impairment identified from the sensitivities performed.
13. Inventories
2024 2023
£000 £000
Raw materials and consumables 7,766 4,064
The raw materials and consumables balance is stated net of a provision of
£4,127,000 (2023: £1,334,000).
The cost of inventories recognised as an expense and included in cost of sales
during the year is disclosed in Note 5. The impairment loss recognised as an
expense during the year is disclosed in Note 5.
14. Trade and other receivables
2024 2023
£000 £000
Trade receivables (Note 25(a)) 46,330 23,139
Prepayments 4,933 2,815
Contract assets 356 473
Accrued income 1,356 5,588
52,975 32,015
The Directors consider that the carrying amount of trade receivables, contract
assets and accrued income approximates to fair value.
Information about the Group's exposure to credit and market risks, and
impairment losses for trade receivables, contract assets and accrued income is
included in Note 25.
15. Cash and cash equivalents
2024 2023
£000 £000
Cash at bank 12,148 10,818
Cash in hand 20 6
Cash and cash equivalents 12,168 10,824
Cash at bank earns interest at floating rates based on daily bank overnight
deposit rates. The Directors consider that the carrying amount of cash and
cash equivalents equates to fair value.
Foreign currency denominated balances within Group cash and cash equivalents
amount to:
2024 2023
£000 £000
US dollar denominated balances 3,137 2,399
Singapore dollar denominated balances 1,551 819
Canadian dollar denominated balances 66 121
AED denominated balances 240 117
Norwegian krone denominated balances 1,795 1,126
Euro denominated balances 236 138
7,025 4,720
All other balances are denominated in sterling.
16. Assets classified as held for sale
2024 2023
£000 £000
Current 623 -
Non-current 377 -
1,000 -
At 31 December 2024, all assets classified as held for sale relate to the
Europe CGU. The current assets classified as held for sale relates to
inventory and the non-current assets classified as held for sale relates to
assets held for rental within property, plant and equipment. Management
assessed it was highly probable that the assets classified as held for sale
would be sold and the sale of the assets completed on 31 January 2025.
17. Trade and other payables
2024 2023
£000 £000
Trade payables 10,039 9,721
Accruals 23,641 22,300
33,680 32,021
The Directors consider that the carrying amount of trade payables and accruals
equates to fair value.
The Group's exposure to currency and liquidity risks is included in Note 25.
18. Loans and borrowing
2024 2023
£000 £000
Current
Bank loans (held at amortised cost) - -
Finance lease liability 9 23
9 23
Non-current
Bank loans (held at amortised cost) 137,669 69,665
Finance lease liability - 8
137,669 69,673
Until 8 October 2024 the bank loans comprised a revolving credit facility
which carried interest at SONIA plus 2.25%. The lenders were ABN AMRO Bank
N.V., Citibank N.A., Clydesdale Bank plc and HSBC Bank plc. The Facility
Agreement was subject to a leverage covenant of 3.0x and an interest cover
covenant of 4:1. The total commitments were £100,000,000 for the RCF and an
additional £50,000,000 accordion facility. The accordion facility is subject
to credit approval. A non-utilisation fee of 0.7875% was charged on the
non-utilised element of the RCF facility. The revolving credit facility was
fully repayable in April 2028.
Due to an extension of the bank loans on 8 October 2024, the revolving credit
facility was increased from £100,000,000 to £170,000,000 and the accordion
facility was decreased from £50,000,000 to £40,000,000, with no change to
the repayment date. The accordion facility is subject to credit approval. The
Royal Bank of Scotland plc joined ABN AMRO Bank N.V., Citibank N.A.,
Clydesdale Bank plc and HSBC Bank plc as lenders. There was no change to the
interest rate, the non-utilisation rate or the covenants. Due to the lack of
quantitative and qualitative differences in the facility before and after the
extension, the facility has been treated as continuing, and the cash flow does
not include the repayment of the previous facility or the drawdown of the new
facility as there were no cash flows associated with the extension of the
facility.
At 31 December 2024 the bank loans comprise a revolving credit facility of
£139,391,000 (2023: £70,675,000) which carried interest at SONIA plus 2.25%.
The lenders are ABN AMRO Bank N.V., Citibank N.A., Clydesdale Bank plc, HSBC
Bank plc and The Royal Bank of Scotland plc. The Facility Agreement is subject
to a leverage covenant of 3.0x and an interest cover covenant of 4:1. The
total commitments are £170,000,000 (2023: £100,000,000) for the RCF and an
additional £40,000,000 (2023: £50,000,000) accordion facility. As at 31
December 2024 the RCF had an undrawn balance of £30,609,000 (2023:
£29,325,000) and the £40,000,000 accordion facility was undrawn (2023:
£50,000,000 undrawn). The accordion facility is subject to credit approval. A
non-utilisation fee of 0.7875% is charged on the non-utilised element of the
RCF facility. The revolving credit facility was fully repayable in April 2028.
Certain companies within the Group joined in cross guarantees with respect to
bank loans totalling £139,391,000 (2023: £70,675,000) advanced to Ashtead
Technology Limited and Ashtead Technology Offshore Inc. The lenders have a
floating charge over the assets of certain entities within the Group.
At 31 December 2024 the finance lease liability of £9,000 (2023: £31,000)
relates to the financing of certain IT equipment and carried interest at a
fixed rate of 6.67%. The lender is Wesleyan Bank and will be repaid in full by
May 2025.
Bank loans are repayable as follows:
2024 2023
£000 £000
Within one year - -
Within one to two years - -
Within two to three years - -
Within three to four years 139,391 -
Within four to five years - 70,675
139,391 70,675
Deferred finance costs (1,722) (1,010)
137,669 69,665
During the year drawdowns totalling £84,300,000 (2023: £62,014,000) and
repayments totalling £15,493,000 (2023: £26,587,000) were made from/to the
RCF.
Finance lease liability is repayable as follows:
2024 2023
£000 £000
Within one year 9 23
Within one to two years - 8
9 31
The weighted average interest rates on floating rate instruments during the
year was as follows:
2024 2023
Weighted average interest rates 7.38% 8.11%
The Group's exposure to interest rate, foreign currency and liquidity risks is
included in Note 25.
19. Financing liabilities reconciliation
1 January Cash Acquisitions Interest Other Changes 31 December 2023
2023 flows £000 paid/ non-cash changes* in exchange rates £000
£000 £000 (received)* £000 £000
£000
Cash at bank and in hand 9,037 (7,759) 10,065 (283) 283 (519) 10,824
Bank loans (34,865) (34,186) - 3,062 (3,867) 191 (69,665)
Lease liabilities (2,856) 1,199 (220) 124 (1,070) 13 (2,810)
Finance lease liability - 2 (33) 2 (2) - (31)
Net debt (28,684) (40,744) 9,812 2,905 (4,656) (315) (61,682)
* In the prior year the interest paid was shown inversed. In the 2024
annual report the signage has been changed with the resulting other non-cash
changes now being (£3,867,000) from £2,257,000 in the prior year. No other
figures have changed.
The non-cash movement relates to interest, the amortisation of deferred
finance costs, accrual of finance costs on lease liability and addition of new
leases during the year.
1 January Cash Acquisitions Interest Other Changes 31 December 2024
2024 flows £000 paid/ non-cash changes in exchange rates £000
£000 £000 (received) £000 £000
£000
Cash at bank and in hand 10,824 (18) 2,156 (121) 121 (794) 12,168
Bank loans (69,665) (67,649) - 6,308 (6,753) 90 (137,669)
Lease liabilities (2,810) 1,428 (390) 131 (969) (235) (2,845)
Finance lease liability (31) 22 - - - - (9)
Net debt (61,682) (66,217) 1,766 6,318 (7,601) (939) (128,355)
The non-cash movement relates to interest, the amortisation of deferred
finance costs, accrual of finance costs on lease liability and the addition of
new leases during the year.
20. Leases
Leases as lessee
The Group leases warehouses, offices and other facilities in different
locations (UK, UAE, Singapore, Canada, USA, Norway). The lease terms range
from 2 to 15 years with an option to renew available for some of the leases.
The Group has elected not to recognise right-of-use assets and lease
liabilities for leases that are short term and/or of low-value items. The
Group recognises the lease payments associated with these leases as an expense
on a straight-line basis over the lease term.
Further information about leases is presented below:
a) Amounts recognised in the consolidated balance sheet
Right-of-use assets Property
leases
£000
Balance at 1 January 2023 2,631
Additions to right-of-use assets 1,070
Depreciation charge for the year (1,090)
Effects of movements in exchange rates (27)
Balance at 31 December 2023 2,584
Additions to right-of-use assets 969
Acquisition of right-of-use assets 390
Depreciation charge for the year (1,275)
Effects of movements in exchange rates (41)
Balance at 31 December 2024 2,627
Lease liabilities: Property leases Property leases
2024 2023
£000 £000
Current 1,129 1,154
Non-current 1,716 1,656
Total lease liabilities 2,845 2,810
Refer to Note 25(b) for more information on maturity analysis of lease
liabilities.
b) Amounts recognised in the income statement
2024 2023
£000 £000
Depreciation charge 1,275 1,090
Interest expense on lease liability 131 124
Expenses relating to short-term leases 475 254
Total amount recognised in the income statement 1,881 1,468
c) Amounts recognised in the cash flow statement
2024 2023
£000 £000
Total cash payments for leases 1,558 1,323
Leases as a lessor
The Group leases out equipment to its customers. The lease period is short
term which ranges from weeks to multiple months. All leases are classified as
operating leases from a lessor perspective, because they do not transfer
substantially all of the risks and rewards incidental to the ownership of the
equipment.
The Group as a lessor recognises lease payments received from operating leases
as income on a straight-line basis. Increases (or decreases) in rental
payments over a period of time, other than variable lease payments, are
reflected in the determination of the lease income, which is recognised on a
straight-line basis (refer to Note 4).
Where leased equipment is lost, given up or damaged beyond repair by
third-party customers, they are invoiced for compensation under the rental
contract. The gross compensation proceeds are disclosed in the consolidated
cash flow statement and the gain on sale of property, plant and equipment is
disclosed in Note 5.
21. Provisions for liabilities
Warranty provision End of service benefits Total
£000 £000 £000
At 1 January 2023 - 117 117
Acquired with acquisition 195 - 195
Charge for the year - 48 48
Paid during the year - - -
Movement in foreign exchange - (4) (4)
At 31 December 2023 195 161 356
Charge for the year 7 79 86
Paid during the year - - -
Movement in foreign exchange - 1 1
At 31 December 2024 202 241 443
Warranty provision
The provision relates to warranties provided to customers on certain
manufactured products for 12-24 months. The cost of the warranties is accrued
upon recognition of the sale of the product. The costs are estimated based on
actual historical expenses incurred and on estimated future expenses related
to current sales. Actual warranty costs are charged against the warranty
provision.
End of service benefits
The provision relates to end of service benefits for certain employees. The
actual amount payable is dependent on the length of service of the impacted
employees when their employment ceases and their salary at that time. The
provision is calculated on the impacted employees' length of service and
salary at the balance sheet date
22. Capital commitments
2024 2023
£000 £000
Capital expenditure contracted for but not provided 3,947 4,307
23. Employee benefits
Share based payments
The IPO LTIP awards were granted on 5 September 2022 and comprise three equal
tranches, with the first tranche vested on the announcement of the annual
results for the year ended 31 December 2022, the second tranche vested on the
announcement of the annual results for the year ended 31 December 2023 and the
third tranche vesting on the announcement of the annual results for the year
ended 31 December 2024. Certain senior managers from various Group companies
are eligible for nil cost share option awards with Ashtead Technology Holdings
plc granting the awards. On exercise, the awards will be equity settled with
Ordinary Shares in Ashtead Technology Holdings plc. The IPO LTIP share awards
vesting is subject to the achievement of a target annual Adjusted EPS and
participants remaining employed by the Group over the vesting period.
The outstanding number of awards at 31 December 2024 is 310,358 (2023:
1,011,329).
Share based payments Tranche 1 Tranche 2 Tranche 3
Valuation model Black-Scholes Black-Scholes Black-Scholes
Weighted average share price (pence) 260.5 260.5 260.5
Exercise price (pence) 0 0 0
Expected dividend yield 0.76% 0.81% 0.85%
Expected volatility 41.93% 41.93% 41.93%
Risk-free interest rate 2.79% 3.14% 3.04%
Expected term (years) 0.67 1.67 2.67
Weighted average fair value (pence) 259.2 257.0 254.7
Attrition 5% 5% 5%
Weighted average remaining contractual life (years) 7.67 7.67 7.67
The expected volatility has been calculated using the Group's historical
market data history since IPO in 2021.
Share based payments Number Weighted average exercise price (£)
of shares
Outstanding at beginning of the year 1,011,329 -
Granted - -
Exercised (645,416) £7.572
Forfeited (55,555) -
Outstanding at the end of the year 310,358 -
Exercisable at the end of the year - -
Share based payments expense recognised in the consolidated income statement
for 31 December 2024 totals £564,000 (2023: £1,997,000), inclusive of
employer's national insurance contributions of £158,000 (2023: £563,000).
2023 LTIP awards
The first 2023 LTIP awards were granted on 4 May 2023, with vesting on the
announcement of the annual results for the year ended 31 December 2025.
Certain senior managers from various Group companies are eligible for nil cost
share option awards with Ashtead Technology Holdings plc granting the awards
and on exercise, the awards will be equity settled with Ordinary Shares in
Ashtead Technology Holdings plc. The share awards vesting is subject to the
achievement of agreed Adjusted EPS, ROIC and Total Shareholder Return (TSR)
targets and participants remaining employed by the Group over the vesting
period. On 16 April 2024 new awards were granted under the 2023 LTIP scheme
and will vest on the announcement of the annual results for the year ended 31
December 2026.
The outstanding number of awards at 31 December 2024 is 624,031 (2023:
438,622).
Share based payments EPS ROIC TSR
Valuation model Black-Scholes Black-Scholes Monte Carlo
Weighted average share price (pence) 379.0 / 687.0 379.0 / 687.0 379.0 / 687.0
Exercise price (pence) 0 0 0
Expected dividend yield 0.0% 0.0% 0.0%
Expected volatility 40.17% / 39.01% 40.17% / 39.01% 40.17% / 39.01%
Risk-free interest rate 3.71% / 4.31% 3.71% / 4.31% 3.71% / 4.31%
Expected term (years) 3.02 / 3.06 3.02 / 3.06 3.02 / 3.06
Weighted average fair value (pence) 379.0 / 687.0 379.0 / 687.0 298.0 / 544.0
Attrition 5% 5% 5%
Weighted average remaining contractual life (years) 8.34 / 9.29 8.34 / 9.29 8.34 / 9.29
The expected volatility has been calculated using the Group's historical
market data history since IPO in 2021.
Share based payments Number Weighted average exercise price (£)
of shares
Outstanding at beginning of the period 438,622 −
Granted 235,711 −
Exercised − −
Forfeited (50,302) −
Outstanding at the end of the period 624,031 −
Exercisable at the end of the period − −
Share based payments expense recognised in the consolidated income statement
during the period was £760,000 (2023: £499,000), inclusive of employer's
national insurance contributions of £92,000 (2023: £84,000).
Defined contribution scheme
The Group operates defined contribution retirement benefit schemes for all
qualifying employees. The total expense charged to the income statement in the
year ended 31 December 2024 was £1,340,000 (2023: £736,000). There was a
balance outstanding of £267,000 in relation to pension liabilities at 31
December 2024 (2023: £171,000).
24. Share capital and reserves
The Group considers its capital to comprise its invested capital, called up
share capital, merger reserve, retained earnings and foreign exchange
translation reserve. Quantitative detail is shown in the consolidated
statement of changes in equity. The Directors' objective when managing capital
is to safeguard the Group's ability to continue as a going concern in order to
provide returns for the shareholders and benefits for other stakeholders.
Called up share capital
31 December 2024 31 December 2023
Allotted, called up and fully paid No. £000 No. £000
Ordinary Shares of £0.05 each 80,313,838 4,016 79,947,919 3,997
Ordinary Share capital represents the number of shares in issue at their
nominal value. The holders of Ordinary Shares are entitled to receive
dividends as declared from time to time and are entitled to one vote per share
at meetings of the Company.
On 16 April 2024, the Company issued 365,919 (13 March 2023: 365,919) newly
authorised shares at a subscription price of £0.05 (being nominal value) to
the Employee Benefit Trust in anticipation of the vesting of the first tranche
of IPO LTIP share options. The shares are held by the Employee Benefit Trust
on the behalf of certain option holders and are non-voting until each of the
option holders choose to exercise their options at which point they are
transferred to the option holder and become voting shares. As of 31 December
2024, 0 shares (2023: 279,497) were held by the Company's Employee Benefit
Trust.
Share premium
Share premium represents the amount over the par value which was received by
the Group upon the sale of the Ordinary Shares.
Merger reserve
The merger reserve was created as a result of the share-for-share exchange
under which Ashtead Technology Holdings plc became the parent undertaking
prior to the IPO. Under merger accounting principles, the assets and
liabilities of the subsidiaries were consolidated at book value in the Group
financial statements and the consolidated reserves of the Group were adjusted
to reflect the statutory share capital, share premium and other reserves of
the Company as if it had always existed, with the difference presented as the
merger reserve.
Share based payment reserve
The share based payment reserve is built up of charges in relation to equity
settled share based payment arrangements which have been recognised within the
consolidated income statement.
Foreign currency translation reserve
The assets and liabilities of foreign operations, including goodwill and fair
value adjustments arising on consolidation, are translated to the Group's
presentational currency, sterling, at foreign exchange rates ruling at the
balance sheet date. The revenues and expenses of foreign operations are
translated at an average rate for each month where this rate approximates to
the foreign exchange rates ruling at the dates of the transactions.
Exchange differences arising from this translation of foreign operations are
reported as an item of other comprehensive income and accumulated in the
translation reserve, within invested capital. When a foreign operation is
disposed of, such that control, joint control or significant influence (as the
case may be) is lost, the entire accumulated amount in the foreign currency
translation reserve is recycled to the income statement as part of the gain or
loss on disposal.
Retained earnings
The movement in retained earnings is as set out in the consolidated statement
of changes in equity. Retained earnings represent cumulative profits or
losses, net of dividends and other adjustments.
25. Financial instruments
Financial risk management
Risk management framework
The Group's risk management policies are established to identify and analyse
the risks faced by the Group, to set appropriate risk limits and controls and
to monitor risks and adherence to limits. Risk management policies and systems
are reviewed regularly to reflect changes in market conditions and the Group's
activities.
The Group has exposure to the following risks arising from financial
instruments:
• Credit risk
• Liquidity risk
• Market risk
a) Credit risk
Credit risk is the risk of financial loss to the Group if a customer or
counterparty to a financial instrument fails to meet its contractual
obligations, and arises principally from the Group's receivables from
customers. The Group has no significant concentration of credit risk, with
exposure spread over a large number of customers.
Cash and cash equivalents
The Group held cash and cash equivalents and other bank balances of
£12,168,000 at 31 December 2024 (2023: £10,824,000). The cash and cash
equivalents are held with the HSBC Bank plc, Bank of Montreal, The Royal Bank
of Scotland plc and DNB.
The credit risk on liquid funds held with HSBC, Bank of Montreal, The Royal
Bank of Scotland and DNB is considered to be low. The long-term credit rating
for HSBC is AA-/A+ per Fitch/Standard & Poor's. The long-term credit
rating for Bank of Montreal is AA-/A+ per Fitch/Standard & Poor's. The
long-term credit rating for The Royal Bank of Scotland is A+/A+ per
Fitch/Standard & Poor's. The long-term credit rating for DNB is A+/AA- per
Fitch/Standard & Poor's.
Trade receivables and accrued income
The Group has established a credit policy under which each new customer is
analysed individually for creditworthiness before the Group's standard payment
and delivery terms and conditions are offered. The Group's review includes
external ratings, if they are available, financial statements, credit agency
information, industry information and in some cases bank references. Sale
limits are established for each customer and reviewed quarterly. Any sales
exceeding those limits require approval from management.
Customer credit risk is managed by each business unit subject to the Group's
established policy, procedures and control relating to customer credit risk
management. Credit quality of a customer is assessed based on a credit rating
scorecard and individual credit limits are defined in accordance with this
assessment. Outstanding customer receivables are regularly monitored and
action is taken through an escalation process in relation to slow or
non-payment of invoices. The Group has no significant concentration of credit
risk, with exposure spread over a large number of customers.
An impairment analysis is performed at each reporting date using a provision
matrix to measure expected credit losses. The provision rates are based on
days past due for groupings of various customer segments with similar loss
patterns (i.e. by geographical region, product type, customer type and
rating). The calculation reflects the probability-weighted outcome, the time
value of money and reasonable and supportable information that is available at
the reporting date about past events, current conditions and forecasts of
future economic conditions. Generally, trade receivables are written-off if
past due for more than one year and are not subject to ongoing enforcement
activity. The maximum exposure to credit risk at the reporting date is the
carrying value of each class of financial assets disclosed in Note 14. The
Group does not hold collateral as security. The Group evaluates the
concentration of risk with respect to trade receivables and accrued income as
low, as exposure is spread over a large number of customers.
The Group has used a practical expedient by computing the expected credit loss
allowance for trade receivables based on a provision matrix. The provision
percentage is determined for each subsidiary independently.
Trade receivables 2024 2023
£000 £000
Current (not past due) 21,696 9,087
Past due 0-90 days 23,621 14,823
Past due 91-180 days 2,974 723
Past due 181-270 days 585 54
Past due 271-365 days 171 179
More than 365 days 2,827 2,012
51,874 26,878
The following table details the risk profile of trade receivables based on
Group's provision matrix:
Trade receivables - Days past due
As at 31 December 2024 Not past due <90 91-180 181-270 271-360 >360 Total
£000 £000 £000 £000 £000 £000 £000
Expected credit loss rate 0.5% 0.8% 2.9% 14.3% 23.5% 83.4% 5.5%
Estimated gross carrying amount at default 21,696 23,621 2,974 585 171 2,827 51,874
Lifetime ECL 118 177 86 84 40 2,357 2,862
Specific provision 696 693 421 302 115 455 2,682
814 870 507 386 155 2,812 5,544
Trade receivables - Days past due
As at 31 December 2023 Not past due <90 91-180 181-270 271-360 >360 Total
£000 £000 £000 £000 £000 £000 £000
Expected credit loss rate 0.8% 0.8% 2.9% 23.4% 53.9% 84.2% 7.5%
Estimated gross carrying amount at default 9,087 14,823 723 54 179 2,012 26,878
Lifetime ECL 72 117 21 13 96 1,694 2,013
Specific provision 395 575 278 96 67 315 1,726
467 692 299 109 163 2,009 3,739
Accrued income is current and is fully invoiced within a month of year end,
once invoiced its original ageing is retained and provided for in line with
the above matrix. Contract assets are current and are fully invoiced within
3 months of year end, once invoiced its original ageing is retained and
provided for in line with the above matrix.
Movements in the allowance for impairment in respect of trade receivables
The movement in the allowance for impairment in respect of trade receivables
during the year was as follows:
Movement in provision for doubtful debts £000
Balance at 1 January 2023 (2,918)
Acquired with acquisition (421)
Increase in allowance recognised in profit or loss during the year (501)
Trade receivables written off during the year as uncollectible 101
At 31 December 2023 (3,739)
Acquired with acquisition (875)
Increase in allowance recognised in profit or loss during the year (927)
Trade receivables written back during the year when collected (3)
At 31 December 2024 (5,544)
b) Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting
the obligations associated with its financial liabilities that are settled by
delivering cash or another financial asset. The Group's objective when
managing liquidity is to ensure that it will have sufficient liquidity to meet
its liabilities when they are due, under both normal and stressed conditions,
without incurring unacceptable losses or risking damage to the Group's
reputation. The Group utilises both long and short-term borrowing facilities.
Cash flow forecasting is performed centrally with rolling forecasts of the
Group's liquidity requirements regularly monitored to ensure it has sufficient
cash to meet operational needs. The Group's revenue model results in a strong
level of cash conversion allowing it to service working capital requirements.
The Group has access to a multi-currency RCF facility which has total
commitments of £170,000,000 at 31 December 2024 plus an accordion facility of
£40,000,000. As at 31 December 2024 the RCF had an undrawn balance of
£30,609,000 and the accordion facility had an undrawn balance of
£40,000,000.
Maturities of financial liabilities
The table below analyses the Group's financial liabilities into relevant
maturity groupings based on their contractual maturities:
Contractual cash flows
As at 31 December 2023 Carrying total Total Within one year Between one to two years Between two to five years More than
£000 £000 £000 £000 £000 five years
£000
Non-derivative financial liabilities
Bank loans 69,665 70,675 - - 70,675 -
Trade and other payables 32,021 32,021 32,021 - - -
Lease liabilities 2,810 3,040 1,255 798 864 123
Finance lease liability 31 32 23 9 - -
104,527 105,768 33,299 807 71,539 123
Contractual cash flows
As at 31 December 2024 Carrying total Total Within one year Between one to two years Between two to five years More than
£000 £000 £000 £000 £000 five years
£000
Non-derivative financial liabilities
Bank loans 137,669 139,391 - - 139,391 -
Trade and other payables 33,680 33,680 33,680 - - -
Lease liabilities 2,845 3,134 1,259 753 1,026 96
Finance lease liability 9 9 9 - - -
174,203 176,214 34,948 753 140,417 96
Based on the RCF balance and the interest rate prevailing at 31 December 2024,
the outstanding balance would attract interest at £9,989,000 (2023:
£5,519,000) per annum until repaid.
c) Market risk
Market risk is the risk that changes in market prices - such as foreign
exchange rates, interest rates and equity prices - will affect the Group's
income or the value of its holdings of financial instruments. The Group's
exposure to market risk is primarily related to currency risk and interest
rate risk.
Currency risk
Currency risk is the risk that the fair value or future cash flows of a
financial instrument will fluctuate because of changes in foreign exchange
rates. The Group's activities expose it primarily to the financial risks of
movements in foreign currency exchange rates. The Group monitors net currency
exposures and hedges as necessary.
The individual Group entities do not have significant financial assets and
liabilities denominated in currencies other than their functional currency
(2023: insignificant) and immaterial impact from the sensitivity analysis,
therefore disclosures regarding exposure to foreign currencies and sensitivity
analysis have not been included.
Interest rate risk
Interest rate risk can be either fair value interest rate risk or cash flow
interest rate risk. Fair value interest rate risk is the risk of changes in
fair values of fixed interest-bearing investments and loans. Cash flow
interest rate risk is the risk that the future cash flows of floating
interest-bearing investments and loans will fluctuate because of fluctuations
in the interest rates.
The Group is exposed to interest rate movements on its external bank
borrowing. Based on average loans and borrowings, an increase/(decrease) of
1.0% in effective interest rates would increase/(decrease) the interest
charged to the income statement by £1,394,000 (2023: £707,000).
d) Capital risk management
The Group's objectives when managing capital (defined as net debt plus total
equity) are to safeguard the Group's ability to continue as a going concern in
order to provide returns to shareholders and benefits for other stakeholders,
while optimising returns to shareholders through an appropriate balance of
debt and equity funding. The Group manages its capital structure and makes
adjustments to it with respect to changes in economic conditions and strategic
objectives.
26. Related parties
Note 27 provides information about the entities included in the consolidated
financial statements as well as the Group's structure, including details of
the subsidiaries and the holding company.
Key managerial personnel
Allan Pirie
Ingrid Stewart
Bill Shannon
Tony Durrant
Thomas Thomsen
Jean Cahuzac (appointed 20 March 2024)
Kristin Færøvik (appointed 18 January 2025)
Details of the Directors' remuneration and interests are set out in the
Remuneration Committee report on pages 56 to 61.
Directors' interests in the Ordinary Shares of the Group are included in the
Directors' Report on page 63.
Entity with significant influence over the Group
There are no entities with significant influence over the Group.
27. Group structure
A full list of subsidiary undertakings of Ashtead Technology Holdings plc as
defined by IFRS as at 31 December 2024 is disclosed below.
Equity interest at
Name of the Group company Country of incorporation 2024 2023
BP INV2 Pledgeco Limited(1) England & Wales 100% 100%
Ashtead US Pledgeco Inc*(4) USA 100% 100%
Amazon Acquisitions Limited*(1) England & Wales 100% 100%
Ashtead Technology (South East Asia) PTE Limited*(2) Singapore 100% 100%
Ashtead Technology Limited*(3) Scotland 100% 100%
TES Survey Equipment Services LLC*(5) UAE 100% 100%
Ashtead Technology Offshore Inc*(4) USA 100% 100%
Ashtead Technology (Canada) Limited*(6) Canada 100% 100%
Underwater Cutting Solutions Ltd*(1^) England & Wales - 100%
Rathmay Limited*(3^^) Scotland - 100%
Alfred Cheyne Engineering Limited*(3) Scotland 100% 100%
ACE Winches Inc*(7) USA 100% 100%
ACE Winches DMCC*(8^^^) UAE - 100%
Ashtead Technology AS (formerly ACE Winches Norge AS)*(9) Norway 100% 100%
Seascan Limited*(3)^^^^ Scotland 100% -
J2 Subsea Limited*(3)^^^^ Scotland 100% -
Geoscan Group Limited*(3)^^^^ Scotland 100% -
Seatronics Limited*(3)^^^^ Scotland 100% -
Seatronics Inc*(4)^^^^ USA 100% -
Seatronics PTE Limited*(2)^^^^ Singapore 100% -
* Shares held by a subsidiary undertaking.
1 The registered address of the subsidiary is 1 Gateshead Close,
Sunderland Road, Sandy, Bedfordshire, SG19 1RS, United Kingdom.
2 The registered address of the subsidiary is 80 Raffles Place,
#32-01 UOB Plaza 1, Singapore, 048624.
3 The registered address of the subsidiary is Ashtead House,
Discovery Drive, Arnhall Business Park, Westhill, AB32 6FG, United Kingdom.
4 The registered address of the subsidiary is 2711 Centerville
Road, Suite 400, Wilmington, Delaware, 19808, USA.
5 The registered address of the subsidiary is Warehouse B301,
Plot M29, ICAD III, Musaffah, Abu Dhabi, UAE.
6 The registered address of the subsidiary is 238 Brownlow
Avenue, Unit 103, Dartmouth, Nova Scotia, B3B 1Y2, Canada.
7 The registered address of the subsidiary is 5151 San Felipe,
Suite 800, Houston, Texas, 77056, USA.
8 The registered address of the subsidiary is Unit No 3303,
Mazaya Business Avenue BB2, Jumeirah Lakes Towers, Dubai, UAE
9 The registered address of the subsidiary is Møllevegen 12,
Klepp Stasjon, 4353, Norway.
^ During 2024 the trade and assets of Underwater Cutting
Solutions Ltd were hived up into Ashtead Technology Limited and Underwater
Cutting Solutions Ltd was liquidated on 27 September 2024.
^^ During 2024 the trade and assets of Rathmay Limited were hived
up into Ashtead Technology UK Limited and Rathmay Limited was liquidated on 27
September 2024.
^^^ During 2024 the trade and assets of Ace Winches DMCC were hived
up into Alfred Cheyne Engineering Limited and Ace Winches DMCC was liquidated
on 25 September 2024.
^^^^ On 26 November 2024, the Group acquired 100% of the issued share
capital of Seascan Limited and J2 Subsea Limited and their subsidiaries
Geoscan Group Limited, Seatronics Limited, Seatronics Inc and Seatronics PTE
Limited, companies whose primary activity is the provision of subsea equipment
rental and solutions supporting the installation, inspection, maintenance,
repair and decommissioning of infrastructure for the global offshore energy
industry.
28. Business combinations
Acquisition of Seascan Limited and J2 Subsea Limited
On 26 November 2024, the Group acquired 100% of the issued share capital of
Seascan Limited and J2 Subsea Limited and their subsidiaries Geoscan Group
Limited, Seatronics Limited, Seatronics Inc and Seatronics PTE Limited
(collectively "Seatronics"), companies whose primary activity is the provision
of subsea equipment rental and solutions supporting the installation,
inspection, maintenance, repair and decommissioning of infrastructure for the
global offshore energy industry.
The acquisition has been accounted for under the acquisition method. The
following tables sets out the book values of the separately identifiable
assets and liabilities acquired and their fair value to the Group:
Book value Adjustments Fair value
£000 £000 to the Group
£000
Property, plant and equipment 7,620 194 7,814
Intangible assets - 21,086 21,086
Right of use assets 366 - 366
Inventories 5,083 (1,926) 3,157
Trade and other receivables 6,227 - 6,227
Cash 2,156 - 2,156
Total assets 21,452 19,354 40,806
Trade and other payables 6,458 - 6,458
Income tax payable 467 - 467
Lease liabilities 390 - 390
Deferred tax liability (3,743) 5,112 1,369
Total liabilities 3,572 5,112 8,684
Net assets 17,880 14,242 32,122
Goodwill 34,426
66,548
Satisfied by:
Cash* 66,548
Cash acquired (2,156)
Cash outflow on acquisition of subsidiary undertaking** 64,392
* Of the total cash consideration of £66,548,000, £65,315,000 was
paid in 2024 and £1,233,000 is due to be paid in 2025.
** Of the cash outflow on acquisition of subsidiary undertaking of
£64,392,000, £63,159,000 was paid in 2024 and £1,233,000 is due to be paid
in 2025. During 2024, deferred consideration of £3,897,000 was paid in
respect of prior year acquisitions and in addition to £63,159,000 paid in
respect of Seatronics, corresponds to the cash outflow of £67,056,000 in the
consolidated cash flow statement.
The Group incurred acquisition-related expenditure of £2,610,000 on legal
fees and due diligence costs. These costs have been expensed to the
consolidated income statement and included in 'Administrative expenses'.
In the year ended 31 December 2024, revenue of £3,463,000 and operating
profit of £1,202,000 was included in the Consolidated Income Statement in
respect of Seatronics. If the acquisition had occurred on 1 January 2024,
management estimates that the consolidated revenue would have been
£213,921,000 and the consolidated operating profit for the year would have
been £54,516,000. In determining these amounts, management has assumed that
the fair value adjustments, determined provisionally, that arose on the date
of acquisition would have been the same if the acquisition had occurred on 1
January 2024.
The fair value of the acquired assets and liabilities include amounts that are
provisional. Management have assessed that an indemnified contingent liability
inherited as part of the acquisition is not material to the Group and that the
indemnity provided is legally binding.
The goodwill reflects the significant opportunity for future growth in
integrating Seatronics, increasing rental equipment and solutions to both new
and existing customers through utilising Seatronics' in-house technical
knowledge, and increasing cross selling opportunities to our combined customer
base. The wider synergies for the Group will be achieved by broadening the
rental fleet, investing further in our people, and increasing our service
offering which will broaden our customer relationships and increase customer
retention.
29. Reconciliation of Alternative Performance Measures
Reconciliation of Adjusted EBITDA
For the year ended 31 December
Notes 2024 2023
£000 £000
Adjusted EBITDA 69,451 48,253
Cost associated with M&A 28 (2,610) (2,533)
Restructuring costs (316) (216)
Software development costs (405) (683)
Other exceptional costs (90) (380)
Operating profit before depreciation, amortisation and foreign exchange 66,030 44,441
Depreciation on property, plant and equipment 11 (17,850) (10,939)
Depreciation on right-of-use asset 20 (1,275) (1,090)
Operating profit before amortisation and foreign exchange 46,905 32,412
Amortisation of intangible assets 12 (3,841) (1,431)
Foreign exchange (loss)/gain 5 (271) 229
Operating profit 42,793 31,210
Reconciliation of Adjusted EBITA
For the year ended 31 December
Notes 2024 2023
£000 £000
Adjusted EBITA 50,326 36,224
Cost associated with M&A 28 (2,610) (2,533)
Restructuring costs (316) (216)
Software development costs (405) (683)
Other exceptional costs (90) (380)
Amortisation of intangible assets 12 (3,841) (1,431)
Foreign exchange (loss)/gain 5 (271) 229
Operating profit 42,793 31,210
Reconciliation of Adjusted Profit Before Tax
For the year ended 31 December
Notes 2024 2023
£000 £000
Adjusted Profit Before Tax 43,596 33,029
Cost associated with M&A 28 (2,610) (2,533)
Restructuring costs (316) (216)
Software development costs (405) (683)
Deferred finance cost write off - (522)
Other exceptional costs (90) (380)
Amortisation of intangible assets 12 (3,841) (1,431)
Foreign exchange (loss)/gain 5 (271) 229
Profit before tax for the financial year 36,063 27,493
Reconciliation of Adjusted Profit After Tax
For the year ended 31 December
Notes 2024 2023
£000 £000
Adjusted Profit After Tax 36,109 26,664
Cost associated with M&A 28 (2,610) (2,533)
Restructuring costs (316) (216)
Software development costs (405) (683)
Deferred finance cost write off - (522)
Other exceptional costs (90) (380)
Amortisation of intangible assets 12 (3,841) (1,431)
Foreign exchange (loss)/gain 5 (271) 229
Tax impact of the adjustments above 202 451
Profit for the financial year 28,778 21,579
Adjusted Profit After Tax is used to calculate the Adjusted basic earnings per
share and Adjusted diluted earnings per share in Note 9.
Throughout the annual report we use a range of financial and non-financial
measures to assess our performance. A number of the financial measures
including Adjusted EBITDA, Adjusted EBITA, Adjusted Profit Before Tax,
Adjusted Profit After Tax and Adjusted EPS are not defined under IFRS, so they
are considered alternative performance measures ("APMs").
Management uses these measures to monitor the Group's financial performance
alongside IFRS measures because they help illustrate the underlying financial
performance and position of the Group. We use these measures, which are common
across the industry, for planning and reporting purposes. These measures are
also used in discussions with the investment analyst community and credit
rating agencies. Where relevant, the APMs exclude one-off items to aid
comparability with prior year metrics. We have explained the purpose of each
of these measures throughout the strategic report and included definitions on
page 121. Management uses APMs as they measure business performance in a more
consistent way.
These APM's should be considered in addition to, and not as a substitute for,
or as superior to, measures of financial performance, financial position of
cash flows reported in accordance with IFRS. APM's are not uniformly defined
by all companies, including those in the Group's industry. The underlying
measures may not be comparable across companies. The exclusion of one-off
items may result in underlying measures being materially higher or lower than
the statutory measures.
30. Subsequent events
On 4 February 2025, Amazon Acquisitions Limited was liquidated.
On 13 March 2025, the name of TES Survey Equipment Services LLC was changed to
Ashtead Technology LLC.
COMPANY BALANCE SHEET
At 31 December 2024
Notes 2024 2023
£000 £000
Non-current assets
Investments 4 29,775 44,851
Deferred tax asset 5 - 29
Trade and other receivables 6 32,181 16,726
61,956 61,606
Current assets
Trade and other receivables 6 11 7
11 7
Total assets 61,967 61,613
Current liabilities
Trade and other payables 7 33 32
33 32
Total liabilities 33 32
Equity
Share capital 8 4,016 3,997
Share premium 8 14,115 14,115
Merger reserve 8 38,318 38,318
Share based payment reserve 8 3,612 2,538
Retained earnings 8 1,873 2,613
Total equity 61,934 61,581
Total equity and liabilities 61,967 61,613
The accompanying notes are an integral part of the Company financial
statements.
As permitted by Section 408 of the Companies Act 2006, the profit and loss of
the Company has not been presented in these financial statements. The profit
for the year ended 31 December 2024 dealt with in the financial statements of
the Company was £143,000 (2023: £2,152,000).
The financial statements were approved and authorised for issue by the Board
of Directors of Ashtead Technology Holdings plc (registered number 13424040)
on 24 March 2025 and were signed on its behalf by:
Allan Pirie Ingrid Stewart
Chief Executive Officer Chief Financial Officer
24 March 2025 24 March 2025
COMPANY STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2024
Share Share premium Merger Share based payment reserve Retained earnings Total
capital £000 reserve £000 £000 £000
£000 £000
At 1 January 2023 3,979 14,115 38,318 827 1,257 58,496
Profit for the year - - - - 2,152 2,152
Total comprehensive income - - - - 2,152 2,152
Share based payment charge - - - 1,711 - 1,711
Issue of shares 18 - - - - 18
Dividends paid - - - - (796) (796)
At 31 December 2023 3,997 14,115 38,318 2,538 2,613 61,581
Profit for the year - - - - 143 143
Total comprehensive income - - - - 143 143
Share based payment charge - - - 1,074 - 1,074
Issue of shares 19 - - - - 19
Dividends paid - - - - (883) (883)
At 31 December 2024 4,016 14,115 38,318 3,612 1,873 61,934
The accompanying notes are an integral part of the Company financial
statements.
NOTES TO THE COMPANY FINANCIAL STATEMENTS
For the year ended 31 December 2024
1. Basis of preparation
Ashtead Technology Holdings plc ("the Company") is a public limited company
incorporated in the United Kingdom under the Companies Act 2006, whose shares
are traded on AIM. The financial statements of the Company as at and for the
year ended 31 December 2024 are presented under the Financial Reporting
Standard 101 Reduced Disclosure Framework ("FRS 101"). The prior year
comparatives are for the year ended 31 December 2023. The Company is domiciled
in the United Kingdom and its registered address is 1 Gateshead Close,
Sunderland Road, Sandy, Bedfordshire, SG19 1RS, United Kingdom.
The Company's financial statements are prepared under FRS 101 and take the
available exemptions from FRS 101 in conformity with Companies Act 2006 as
noted below:
• a cash flow statement and related notes;
• comparative period reconciliations;
• disclosures in respect of transactions with wholly-owned
subsidiaries;
• disclosures in respect of capital management;
• disclosures in respect of financial instruments;
• disclosures in respect of fair value measurement;
• the effects of new but not yet effective IFRSs; and
• disclosures in respect of the compensation of key management
personnel.
As the consolidated financial statements of the Group include equivalent
disclosures, the Company has also taken the exemptions under FRS 101 available
in respect of the disclosures under IFRS 2 related to Group-settled share
based payments.
The preparation of the financial statements requires the Directors to make
estimates and assumptions that affect the reported amounts of revenues,
expenses, assets and liabilities.
The Company financial statements have been prepared in sterling, which is the
functional and presentational currency of the Company. All figures presented
are rounded to the nearest thousand (£000), unless otherwise stated.
The Directors have used the going concern principle on the basis that the
current profitable financial projections and facilities of the Company and the
consolidated Group, of which the Company is the ultimate parent, will continue
in operation for a period not less than 12 months from the date of this
report.
Subsidiary audit exemption
Ashtead Technology Holdings plc (company registration number 13424040) has
issued a parental company guarantee under s479C of the Companies Act 2006
dated 31 December 2024. As a result, for the year ended 31 December 2024,
Seascan Limited (company registration number SC197038), Geoscan Group Limited
(company registration number SC167153), J2 Subsea Limited (company
registration number SC344830) and Seatronics Limited (company registration
number SC124658) are all entitled to exemption from audit.
2. Accounting policies
Investments
Investments in subsidiaries are measured at cost less any provision for
impairment. Annually, the Directors consider whether any events or
circumstances have occurred that could indicate that the carrying amount of
fixed asset investments may not be recoverable. If such circumstances do
exist, a full impairment review is undertaken to establish whether the
carrying amount exceeds the higher of net realisable value or value in use. If
this is the case, an impairment charge is recorded to reduce the carrying
value of the related investment.
The cost of investments in subsidiaries is determined by the historical cost
of investments in the subsidiaries of the Group transferred from the previous
owning entities, including transaction costs.
Trade and other receivables
Trade and other receivables are non-derivative financial assets that are
primarily held in order to collect contractual cash flows and are measured at
amortised cost, using the effective interest rate method, and stated net of
allowances for credit losses.
Trade and other payables
Trade and other payables are non-derivative financial liabilities that are
stated at amortised cost using the effective interest method and are
derecognised only when the obligation specified in the contract is discharged,
cancelled or expires.
Share capital
Ordinary Shares are classified as equity. Incremental costs directly
attributable to the issue of new shares are shown in equity as a deduction
from the proceeds.
Taxation
UK corporation tax is provided at amounts expected to be paid or recovered
using the tax rates and laws that have been enacted or substantively enacted
by the balance sheet date.
Deferred tax is recognised in respect of all temporary differences that have
originated but not reversed at the balance sheet date, where transactions or
events that result in an obligation to pay more tax in the future or a right
to pay less tax in the future have occurred on the balance sheet date.
A deferred tax asset is regarded as recoverable and therefore recognised only
when, on the basis of all evidence available, it can be regarded as more
likely than not that there will be suitable taxable profits against which to
recover carried-forward tax losses and from which the future reversal of
underlying temporary differences can be deducted.
Deferred tax is measured at the average rates that are expected to apply in
the periods in which the temporary differences are expected to reverse based
on the tax rates and laws that have been enacted or substantively enacted by
the balance sheet date. Deferred tax is measured on an undiscounted basis.
Share based payments
The Group has equity settled compensation plans. Equity settled share based
payments are measured at fair value at the date of grant. The fair value
determined at the grant date of the equity settled share based payments is
expensed over the vesting period, based on the Group's estimate of awards that
will eventually vest. Fair value is measured by the use of the Black-Scholes
option pricing model.
In the Company financial statements, the cost is recognised in investments
(Note 4), together with a corresponding increase in equity (share based
payment reserve), over the period in which the service and the performance
conditions are fulfilled (the vesting period). The cumulative expense
recognised for equity-settled transactions at each reporting date until the
vesting date reflects the extent to which the vesting period has expired and
the Group's best estimate of the number of equity instruments that will
ultimately vest. The increase or decrease to investments for a period
represents the movement in cumulative expense recognised as at the beginning
and end of that period.
Service and non-market performance conditions are not taken into account when
determining the grant date fair value of awards, but the likelihood of the
conditions being met is assessed as part of the Group's best estimate of the
number of equity instruments that will ultimately vest. Non-vesting conditions
are reflected in the fair value of an award and lead to an immediate expensing
of an award unless there are also service and/or performance conditions.
Where an award is cancelled by the entity or by the counterparty, any
remaining element of the fair value of the award is expensed immediately
through profit or loss.
Critical estimates and judgements
The Directors do not consider there to be any critical estimates or any
significant judgements in the carrying amounts of asset and liabilities of the
Company.
3. Staff costs
The Company has no employees. Full details of the Directors' remuneration and
interests are set out in the Directors' Remuneration Report on pages 56 to 61.
4. Investments
2024 2023
£000 £000
Cost:
At the beginning of the period 44,851 43,140
Additions 1,074 1,711
Disposals (16,150) -
At the end of the year 29,775 44,851
The disposal in 2024 relates to a group reorganisation, which resulted in the
investment in Ashtead US Pledgeco Inc being transferred to BP INV2 Pledgeco
Limited at book value and settled by an intercompany loan included in amounts
owed by Group companies.
There were no indicators of impairment noted under IAS 36 and accordingly, no
impairment charge has been recognised.
Subsidiary undertakings are disclosed within Note 27 of the consolidated
financial statements.
5. Deferred tax asset
Deferred tax included in the Company balance sheet is as follows:
2024 2023
£000 £000
Tax losses - 29
6. Trade and other receivable
2024 2023
£000 £000
Amounts owed by Group companies 32,091 16,607
Group relief 90 119
Prepayments 11 7
32,192 16,733
Amounts owed by Group companies comprise intercompany balances with subsidiary
companies within the Group. The amounts owed by Group companies bear no
interest and are due on demand. IFRS 9 expected credit losses have been
assessed as immaterial in relation to this balance. Amounts owed by Group
companies are classified as non-current as the amounts are expected to be
repaid after more than 12 months of the reporting period.
7. Trade and other payables
2024 2023
£000 £000
Accruals 33 32
8. Share capital and reserves
Called up share capital
31 December 2024 31 December 2023
Allotted called up and fully paid No. £000 No. £000
Ordinary Shares of £0.05 each 80,313,838 4,016 79,947,919 3,997
Ordinary Share capital represents the number of shares in issue at their
nominal value. The holders of Ordinary Shares are entitled to receive
dividends as declared from time to time and are entitled to one vote per share
at meetings of the Company.
On 16 April 2024, the Company issued 365,919 (13 March 2023: 365,919) newly
authorised shares at a subscription price of £0.05 (being nominal value) to
the Employee Benefit Trust in anticipation of the vesting of the first tranche
of IPO LTIP share options. The shares are held by the Employee Benefit Trust
on the behalf of certain option holders and are non-voting until each of the
option holders choose to exercise their options at which point they are
transferred to the option holder and become voting shares. As of 31 December
2024, 0 shares (2023: 279,497) were held by the Company's Employee Benefit
Trust.
Share premium
Share premium represents the amount over the par value which was received by
the Company upon the sale of the Ordinary Shares.
Merger reserve
The merger reserve was created as a result of the share-for-share exchange
under which Ashtead Technology Holdings plc became the parent undertaking
prior to the IPO. The Company investment in subsidiary undertakings is the
book value from predecessor shareholders in the Group, with the difference
over the statutory share capital issued by the Company presented as the merger
reserve. The Company has applied merger relief.
Share based payment reserve
The share based payment reserve is built up of charges in relation to equity
settled share based payment arrangements which have been recognised within
investments in subsidiaries in the Company's balance sheet.
Retained earnings
The movement in retained earnings is as set out in the Company's statement of
changes in equity. Retained earnings represent cumulative profits or losses,
net of dividends and other adjustments.
9. Subsequent events
On 4 February 2025, Amazon Acquisitions Limited was liquidated.
On 13 March 2025, the name of TES Survey Equipment Services LLC was changed to
Ashtead Technology LLC.
COMPANY INFORMATION
Directors
W M F C Shannon
A W Pirie
I Stewart
A R C Durrant
T Hamborg-Thomsen
J Cahuzac (appointed 20 March 2024)
K Færøvik (appointed 18 January 2025)
Company Secretary
I Stewart
Auditor
BDO LLP
Statutory Auditor
2 Atlantic Square
31 York Street
Glasgow G2 8NJ
Bankers
ABN AMRO Bank N.V.
Gustav Mahlerlaan 10
1082 PP Amsterdam
Netherlands
Citibank N.A.
Citigroup Centre
33 Canada Square
Canary Wharf
London E14 5LB
Clydesdale Bank plc
1 Queen's Cross
Aberdeen AB15 4XU
HSBC Bank plc
95-99 Union Street
Aberdeen AB11 6BD
The Royal Bank of Scotland plc
6(th) Floor
2 Marischal Square
Broad Street
Aberdeen AB10 1FY
Solicitors
White & Case LLP
5 Old Broad Street
London EC2N 1DW
Corporate brokers
Numis Securities Ltd
45 Gresham Street
London EC2V 7BF
Peel Hunt LLP
100 Liverpool Street
London EC2M 2AT
Registrar
Computershare Limited
The Pavilions
Bridgwater Road
Bristol BS13 8AE
Registered office
1 Gateshead Close
Sunderland Road
Sandy
Bedfordshire SG19 1RS
Registered number: 13424040
Website
www.ashtead-technology.com
Definitions
Adjusted EBITA Operating profit adjusted to add back amortisation, foreign exchange movements
and one-off items as described in Note 29 to the accounts
Adjusted EBITA margin Adjusted EBITA divided by revenue
Adjusted EBITDA Operating profit adjusted to add back depreciation, amortisation, foreign
exchange movements and one-off items as described in Note 29 to the accounts
Adjusted EPS Adjusted Profit after Tax divided by the weighted average number of Ordinary
Shares
Adjusted Profit After Tax Profit after tax adjusted to add back amortisation, foreign exchange movements
and one-off items, including the tax impact thereof, as described in Note 29
to the accounts
Adjusted Profit Before Tax Adjusted EBITA less finance cost (net)
Ashtead Technology Ashtead Technology Holdings plc (the "Company") and all of its subsidiaries
(also referred to as "Group")
CAGR Compound annual growth rate
Interest cover Adjusted EBITDA divided by Finance costs, excluding Amortisation of deferred
finance costs and Interest expense on lease liability, net of Finance income
Invested capital Average net debt plus average equity
Leverage Net debt divided by Adjusted EBITDA
One-off items Items that are non-recurring in nature
OEM Original equipment manufacturer
RCF Revolving Credit Facility
ROIC Adjusted EBITA divided by Invested capital
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