REG - Facilities by ADF - Final results for the year ended 31 December 2024
06/05/2025 07:00
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RNS Number : 4303H Facilities by ADF plc 06 May 2025
6 May 2025
Facilities by ADF plc
("Facilities by ADF", "ADF", the "Company" or the "Group")
Final results for the year ended 31 December 2024
Facilities by ADF, the leading provider of premium serviced production
facilities to the UK film and high-end television industry ("HETV") announces
its audited final results for the year ended 31 December 2024
("FY24").
Financial highlights
£M 31 Dec 2024 31 Dec 2023
Group revenue 35.2 34.8
*Adjusted EBITDA 7.2 7.3
*Adjusted EBITDA % 20.3% 21.0%
(Loss)/profit before tax (2.8) 0.6
Earnings per share (3.42p) 0.99p
· Group revenue of £35.2m (FY23: £34.8m), reflecting the continued project
delays across the film and HETV industry as it recovers from the USA Writers
(Writers Guild of America (WGA)) and Actors (Screen Actors Guild - American
Federation of Television and Radio Artists (SAG- AFTRA)) strikes (the
'Strikes').
· Adjusted EBITDA of £7.2m, with the margin broadly consistent year-on-year at
20.3% (FY23: 21.0%).
· Group cash as at 31 December 2024 was approximately £2.3m, with net debt of
approximately £13.8m. Debt balances principally relate to hire purchase
contracts against the hire fleet and all Group debt is covenant free. The
Group expects to be cash generative in FY25.
· The Board is recommending a final dividend of 0.90 pence per share. If
approved at the forthcoming Annual General Meeting, the total dividend for the
year would be 1.40 pence per share (2023: 1.40 pence). The dividend will be
paid on 13 August 2025 to shareholders on the register at close of business on
25 July 2025.
Operational highlights
· Successfully completed the acquisition of Autotrak Portable Roadways
("Autotrak"), one of the UK's leading portable roadway suppliers, diversifying
the Group's product offering and validating ADFs One-Stop-Shop approach.
· With the addition of Location One and Autotrak's services, the Group is now
better equipped to support large scale productions as well as new markets and
customers.
· Supported 87 productions across FY24 including Slow Horses, Silent Witness,
Adolescence, and Marvel's Fantastic Four.
Post period end
· Russell Down appointed as Non-Executive Chair of the Group, an executive with
extensive Board experience in the UK and internationally.
· Mark Adams joined the Company as a Non-Executive Director, bringing over 30
years' experience of working in senior finance roles at listed UK companies.
Outlook
· Trading in the first three months of the year is in line with the Board's
expectations, with Autotrak performing particularly well.
· The level of enquiries is increasing, although the timing of projects
continues to be uncertain as the market has remained relatively subdued and
production companies face frozen budgets, reduced production spend and rising
costs.
· The UK film and HETV industry continues to attract significant global
investment, with production companies increasingly choosing its world-class
studios, facilities and highly skilled workforce.
· The Group is well positioned to capitalise on the underlying industry drivers
and growing market opportunities in the medium-term.
Commenting, Marsden Proctor, CEO, said:
"As previously communicated, the Group's FY24 performance reflects the slower
return to normal levels of market activity following the US Strikes, however
we remain positive about the long-term outlook for ADF, underpinned by
continued high investment in the UK HETV and film industry. With the recent
addition of Autotrak, ADF is now even better positioned to capitalise on the
market's return to more typical activity levels."
For further enquiries:
Facilities by ADF plc via Alma
Marsden Proctor, Chief Executive Officer
Neil Evans, Chief Financial Officer
Russell Down, Chairman
Cavendish Capital Markets (Nomad and Broker) Tel: +44 (0)20 7397 8900
Ben Jeynes / George Lawson / Hamish Waller - Corporate Finance
Michael Johnson / Sunila de Silva / George Budd - Sales / ECM
Alma Strategic Communications Tel: +44 (0)20 3405 0205
Josh Royston facilitiesbyadf@almastrategic.com (mailto:facilitiesbyadf@almastrategic.com)
Hannah Campbell
Robyn Fisher
OVERVIEW OF FACILITIES BY ADF PLC
The Facilities by ADF Group is the leading provider of premium serviced
production facilities along with location services and ground protection
equipment to the UK film and high-end television (HETV) industry.
The Group serves customers in an industry that has experienced,
notwithstanding the Strikes in 2023, significant growth in recent years, with
additional demand driven by a material rise in the consumption of film and
HETV content via streaming platforms such as Netflix, Disney+, Apple TV+ and
Amazon Prime. The UK film and TV industry has directly benefited during this
growth due to the quality of its production facilities and studios, highly
skilled domestic workforce, geography, accessibility to Europe, English
language environment and strong governmental support. Major US streaming
companies have now set up permanent bases in the UK, with the UK now the film
and TV industry's second largest operation after North America.
Facilities by ADF production fleet is made up of more than 700 premium mobile
make-up, costume and artiste trailers, production offices, mobile bathrooms,
diners, school rooms and technical vehicles.
To strengthen its position as a One-Stop-Shop for the Film and HETV industry,
ADF acquired Location One Ltd, the UK's largest TV and film location service
provider, in November 2022, and then further expanded in September 2024 by
acquiring Autotrak Portable Roadways Ltd, a market leader in portable roadway
solutions, diversifying the Group's offerings and customer base.
Chair's Review
Overview
I am pleased to be delivering my first Chair's statement since joining
Facilities by ADF plc ("ADF" or the "Group"), in February 2025.
During 2024 the Group achieved operational progress through the acquisition of
Autotrak Portable Roadways Limited ("Autotrak") and continued the integration
of Location One Ltd ("Location One"), which was acquired in December 2022.
These acquisitions provide customers with a much broader offering and offer
significant cross selling opportunities
The financial results for the year were however affected by continued project
delays following the return to work after the USA Writers (Writers Guild of
America (WGA)) and Actors (Screen Actors Guild - American Federation of
Television and Radio Artists (SAG- AFTRA)) strikes (the ''Strikes'') .
Notwithstanding this, revenue for the year increased by 1.2% on the prior year
to £35.2 million (2023: £34.8 million). The acquisition of Autotrak
contributed £2.6 million to revenue, with revenue in CAD Services Limited
("CAD Services") broadly flat. Location One revenue fell by 7.9% as a result
of a number of planned production start dates being delayed in Q4.
Adjusted EBITDA for the year was £7.2 million (2023: £7.3 million). The
Group incurred a loss before tax of £2.8 million (2023: profit £0.6 million)
reflecting higher depreciation and amortisation charges, and an increase in
exceptional and interest costs.
Cash balances at 31 December 2024 were £2.3 million with net debt amounting
to £13.8 million. Debt balances principally relate to hire purchase contracts
against the hire fleet; all debt is covenant free.
During the year the Group has implemented new reporting systems, which allow
for real time reporting of fleet utilisation. This will allow for improved
monitoring of the hire fleet and consequent improvements in both this key
metric and Return on Capital Employed over time.
Dividend
The Board is recommending a final dividend of 0.90 pence per share. If
approved at the forthcoming Annual General Meeting, the total dividend for the
year would be 1.40 pence per share (2023: 1.40 pence). The dividend will be
paid on 13 August 2025 to shareholders on the register at close of business on
25 July 2025.
Acquisitions
During the year the Group acquired Autotrak for a maximum consideration of
£21.3 million on a cash-free-debt-free basis (£25.8 million gross of
acquired Autotrak cash balances), with the initial cash consideration of
£13.6 million funded by way of an oversubscribed £10.0 million share
placing.
The acquisition of Autotrak marked a significant milestone in our strategy to
diversify and expand. This has strengthened our position as a leading provider
to the film and high-end TV ("HETV") industry, whilst also providing a new
revenue stream in the events sector. The integration of both Autotrak and
Location One, which was acquired in November 2022, is progressing well with
revenue and cost synergies being realised.
The Group intends to continue to grow organically through further fleet
investment and, at the appropriate time, will consider further value enhancing
acquisitions.
Board and People
I was delighted to be appointed Chair of the Board of Facilities by ADF Plc in
February 2025.
John Richards and Vinodha Wijeratne resigned as Directors in February 2025,
and on behalf of the Board I would like to thank them both for their
contribution to the Group. I am pleased to welcome Mark Adams to the Board and
as Chair of the Audit and Risk Committee. Mark has over 30 years' experience
working in senior finance roles and I look forward to working with him and the
Board.
Following my appointment I have visited a number of operational sites, and
witnessed our market leading offering, strong management team and excellent
industry connections. I have been impressed by our strong customer service
ethos and would like to take this opportunity to thank all of our staff for
their dedication and efforts over the last year.
Russell Down
Chair of the Board
Chief Executive Officer's Review
Overview
ADF is at a pivotal juncture in its growth journey and whilst the financial
performance in FY24 reflects the challenging market following the Strikes, we
have continued to execute our strategy to ensure we are poised for growth as
activity levels return to more normal levels.
We remain focused on this strategy through ongoing investment and continuous
improvements to operations. The combination of a strong pipeline of projects
and a number of strategic developments reinforces our confidence in future
success.
The Market Opportunity
Although the market has been affected by several challenging factors in the
past 18 months, the underlying drivers remain strong, underpinning the
long-term growth opportunities for the Group. The UK continues to receive
substantial investment with global production companies increasingly choosing
the region's state of the art studios and facilities.
The British Film Commission is experiencing high levels of inward investment,
and while we're still waiting for the market to reach a 'new normal', there is
continued strong support from UK Government, with new enhanced tax credits, a
world-class skills base and a UK-wide offer of diverse locations and stage
space boasting cutting edge facilities. Additionally, a 40% reduction in
business rates for film studios through to 2034 is expected to support new
developments, addressing concerns about a shortage of studio space. The UK
remains well-placed to see a competitive share of the global production spend.
Delivering Against Growth Strategy
In September 2024, ADF acquired one of the UK's market-leading portable
roadway suppliers, Autotrak, for a maximum consideration of £21.3 million on
a debt-free-cash-free basis. This acquisition marks a significant step in our
strategy to diversify the Group's product offerings and expand our customer
base beyond the film and HETV industry.
Autotrak is a long established and well-managed business and will operate as a
subsidiary of ADF, whilst sharing our industry contacts and streamlining our
operational processes to ensure best practice is adopted across the Group.
Joint customer conversations are already well underway. Alongside Location
One, this acquisition is enabling us to provide the very best services the
industry has to offer under one roof and moves us closer towards becoming a
One-Stop-Shop to the UK film and HETV industry.
Competitive strength
We remain the provider of choice for many in the UK for large-scale,
high-quality productions, which has supported the business whilst navigating
the market challenges during FY24. With the addition of Location One and
Autotrak's services, we are now better equipped to support large scale
productions as well as new markets, including festivals and outdoor events.
We supported 38 high-profile productions across H1-FY24 including Slow Horses,
Silent Witness and Call the Midwife. In the second half we supported a further
49 productions including Adolescence, The Roses, Amandaland and Marvel's
Fantastic Four.
We report our Net Promotor Score (NPS) which currently stands at 87, an
internationally recognised customer service measurement. Throughout the period
our score did not drop below 85 (82 in FY23), a figure which Bain &
Company, the creators of NPS, has described as 'world class'.
ESG and People
We help our clients entertain the world with unmatched service from our
talented team, whilst doing so sustainably and responsibly. To continue
delivering this service, we made key appointments in the year to strengthen
our leadership and marketing teams, ensuring we have the right people driving
our growth. Tim Kendall joined in December as Group Corporate Development
Director, bringing over 20 years of industry experience, and his expertise and
connections are already making a difference. We also launched new training
programs, including a Driver Academy and Production Base Management course,
which will serve as the foundation for additional courses in 2025, all
designed to empower and develop our people for the future.
Our ESG strategy, "Eco Set" focuses on four core areas: climate and net zero:
innovative client solutions; growth through learning and making ADF a great
place to work, and in FY24 we have made excellent progress against these
goals.
We have a goal to reach Net Zero by 2050, with a 50% emissions reduction per
employee by 2030. Our performance in the year demonstrates that we are well on
track, reducing the Group's total operational emissions by 14% compared to
FY23 and 29% in the baseline year of FY22. Whilst a portion of the emissions
reduction can be attributed to a reduced operating environment because of the
Strikes, the reduction demonstrates that there have been underlying
improvements in carbon emissions.
Following successful trials in FY23, we now have a fleet of 15 hybrid power
units, which have been shown to reduce generator run time by up to 85% and
reduce fuel consumption by more than 50%, providing the added benefit of
saving productions money as well as reducing their carbon emissions. We
increased our hybrid power usage from two productions in FY23 to 20 in FY24,
representing 23% of all productions we worked on during the year. Following
the launch of our innovative EcoBase initiative in FY23, a sustainable unit
base collaboration between ADF and Location One, 5 of these 20 productions
operated as a full EcoBase production, bringing a multitude of sustainable
initiatives together under one joined up proposition.
In late FY24, we introduced unit base moves powered by Hydrotreated Vegetable
Oil ("HVO"), replacing diesel. Four major productions have already adopted
this, with more following in FY25 and Location One fully transitioned to HVO
by Q4 FY24. Looking ahead, we have partnered with Neptune Sustainability to
enhance our ESG strategy. Neptune has helped companies including Netflix,
Disney, and the British Film Commission drive environmental change.
Outlook
Whilst the Group's performance in FY24 was impacted by the challenging market
conditions across the film and HETV industry, we are extremely grateful to the
ADF team for their hard work in securing new business and delivering
outstanding service to our customers. We also welcome the team at Autotrak to
the Group.
In the first few months of FY25, overall performance has been in line with the
Board's expectations despite a slower than expected return to pre-Strike
levels of activity, with Autotrak performing particularly well. Frozen
budgets, reduced production spend, and rising costs have all combined to
present short-term challenges.
The long-term market outlook still remains favourable for ADF, buoyed by
sustained high levels of investment in the UK HETV and Film industry. This
underpins our aspirations to generate £100 million of annual revenue in the
long term. To do this, we will continue to grow organically through continued
investment in our revenue-generating fleet and appropriate investment in line
with our strategy.
Marsden Proctor
Chief Executive Officer
CFO Review
Summary
The financial results for the 12 months ended 31 December 2024 reflect a
challenging year for the business, and the Film and HETV industry in general
as it recovered from the Strikes and as activity levels began to normalise.
The results for the year are set out below.
Group P&L (millions) H1-FY24 H2-FY24 FY24 H1-FY23 H2-FY23 FY23
CAD Services £11.5 £13.4 £24.9 £16.6 £9.8 £26.4
Location One £3.6 £4.1 £7.7 £5.2 £3.2 £8.4
Autotrak* £0.0 £2.6 £2.6 £0.0 £0.0 £0.0
Total Sales £15.2 £20.0 £35.2 £21.8 £13.0 £34.8
Cost of Sales £9.8 £12.5 £22.3 £13.4 £9.1 £22.5
Gross Margin £5.4 £7.5 £12.9 £8.4 £3.9 £12.3
% 35% 38% 37% 39% 30% 35%
Overheads £2.8 £2.9 £5.7 £2.6 £2.3 £4.9
Adjusted EBITDA £2.5 £4.6 £7.2 £5.8 £1.6 £7.3
% 17% 23% 20% 27% 12% 21%
Non-recurring expenses £0.0 £0.0 £0.0 £0.0 £0.1 £0.1
Impairment of goodwill £0.0 £2.4 £2.4 £0.0 £1.0 £1.0
Gain on deferred consideration £0.0 (£0.1) (£0.1) £0.0 (£0.8) (£0.8)
Expenses in respect of acquisitions £0.0 £0.5 £0.5 £0.0 £0.0 £0.0
Share based payments £0.1 £0.0 £0.1 £0.0 £0.1 £0.1
EBITDA £2.5 £1.8 £4.3 £5.8 £1.2 £7.0
Depreciation & amortisation £2.6 £3.0 £5.6 £2.4 £2.6 £5.0
EBIT (£0.1) £(1.2) £(1.3) £3.4 (£1.4) £2.0
Finance expenses £0.8 £0.8 £1.6 £0.6 £0.8 £1.4
(Loss)/Profit Before Tax (£0.9) £(2.0) (£2.9) £2.8 (£2.2) £0.6
Taxation charge / (credit) £0.2 £0.0 £0.2 £0.2 (£0.4) (£0.2)
(Loss)/Profit After Tax (£1.1) £(2.0) (£3.1) £2.6 (£1.8) £0.8
Dividends £1,267,281 £1,130,004
Undiluted EPS - pence (3.42) 0.99
*NB Autotrak acquired Sept-24
H1- FY24
The first half of FY24 reflected a resilient performance as the Film and HETV
industry began to normalise following the Strikes. Revenues of £15.2 million
were recorded, up 17% from H2-FY23 revenues of £13.0 million, but down 30%
when compared with H1-FY23 (£21.8 million) which was a period largely
unaffected by the Strikes.
Profit margins also improved in H1-FY24 when compared with H2-FY23 (16.7%
EBITDA margin in H1-FY24 vs. 11.9% in H2-FY23) as we supported some larger
productions, and a higher concentration of work centred around the main London
studios and other studios close to our operational hubs in Wales, Manchester
and Glasgow, making them more efficient from a transport and mobilisation
perspective. We also continued to limit our use of agency HGV drivers,
avoiding unnecessary block bookings and fully utilising ADF drivers, all of
which contributed to an improved EBITDA margin.
Nevertheless, overall direct labour costs did increase as a percentage of
revenue (37% in H1-FY24 vs. 29% in H1-FY23) due to the overall prevailing
lower level of production activity, and hence continued market
competitiveness, with the effects of price discounting lingering well into the
summer. In addition, following the increase in the National Living Wage in
April 2024 we increased rates of pay, particularly with our Base staff, to
ensure our basic pay was above the National Living Wage.
The senior management team continued to monitor costs closely through the
period and limited non-essential expenses to ensure overheads remained tightly
controlled. Overall, core overheads were 18.4% of revenue, up on H1-FY23 of
12.3%.
Net interest expense increased from £625k in H1-FY23 to £862k in H1-FY24.
The increase is a result of additional hire purchase ("HP") interest from new
HP leases to fund further growth of our fleet. Interest rates on HP leases are
not variable and are fixed at the date the leases are taken out.
As a result of the above, the loss before tax for H1-FY24 was £0.9 million,
(H1-FY23: profit of £2.8 million).
H2-FY24
As the effect of the Strikes continued to recede, ADF's pipeline for H2-FY24
looked set for a return to previous higher levels of activity with an order
book stretching out to the year end and beyond. Notwithstanding those positive
signs, there remained a very strong focus within the Group, to continue to
secure as much work as possible, including some smaller and short productions,
and to maintain low operating costs and overheads. ADF also completed the
acquisition of Autotrak in H2-FY24, the next step in the delivery of our
One-Stop-Shop strategy.
However, alongside this more positive outlook, there were still some market
uncertainties, exacerbated by the new Labour Government Budget on 30 October
2024, and likewise the US Elections on 5 November 2024, which caused a number
of customers in both geographies to delay production commitment decisions at a
critical time of the year ahead of the industry Christmas hiatus.
Consequently, a number of productions that ADF had in its sales pipeline for
H2-FY24 were then pushed into FY25 (these have all now started production),
whilst some did not proceed at all. Consequently, whilst H2-FY24 revenues of
£20.0 million were 54% ahead of the Strike effected H2-FY23, revenues and
profitability were significantly affected by the production delays.
Acquisition of Autotrak Portable Roadways Limited
On 10(th) September 2024, ADF acquired 100% of the share capital of Autotrak,
one of the market-leading suppliers of portable roadway and largest privately
owned supplier of panels to the film and TV sector in the UK. Autotrak also
provides services to festivals, outdoor events and construction related
industries. The aggregate consideration payable is a maximum of £25.8
million, made up of:-
· Initial consideration of £10.0 million on a cash-free-debt-free basis
(increased to £13.6 million to reflect Autotrak net cash of £3.6 million)
· Land extracted from the business with a value of £0.9 million
· £3.1 million of consideration satisfied by the issue of 5,915,357 shares in
Facilities by ADF Plc
· Contingent consideration deferred over three years from completion up to a
maximum of £4.2 million payable in cash in equal annual tranches contingent
on maintenance of forecast FY24 levels of adjusted EBITDA performance from
FY25 to FY27.
· Earnout consideration of up to approximately £4.0 million in aggregate
payable in cash in FY28 based on growth in adjusted EBITDA performance from
FY25 to FY27.
The acquisition was a key step in the delivery of the Group's vision for ADF
as a One-Stop-Shop for film and HETV production, operating across multiple
businesses run by talented local management. Autotrak accelerates ADF's
diversification of product offering and customer base, including across
complementary industries. The acquisition is expected to be significantly
earnings per share accretive following integration into the Group. Integration
is well advanced with significant progress having already been made in terms
of synergies in the management of property, fleet and transport operations,
overhead costs, and the development of a co-ordinated group sales function.
EBITDA
The Group measures performance based on EBITDA and Adjusted EBITDA.. We
consider EBITDA and Adjusted EBITDA to be useful measures of operating
performance, EBITDA approximates the underlying operating cash flow by
eliminating depreciation and amortisation. Adjusted EBITDA adds back any
non-recurring expenses, impairment of goodwill, gains or losses on deferred
consideration and acquisition related fees.. EBITDA and Adjusted EBITDA are
not direct measures of our liquidity, which is shown by our cash flow
statement, and need to be considered in the context of our financial
commitments. Adjusted EBITDA for FY24 was £7.2 million (20.3%) compared to
FY23 at £7.3 million (21.0%).
A reconciliation of Adjusted EBITDA is shown below:
Adjusted EBITDA £000's FY24 FY23
Revenue 35,202 34,796
(Loss)/ profit before tax (£2,838) 615
Add back:
Finance expenses 1,501 1,396
Depreciation 5,444 4,978
Amortisation 59 18
Non-recurring expenses - 57
Impairment of goodwill 2,449 1,019
Gain on deferred consideration (60) (818)
Expenses in respect of acquisitions 493 -
Share based payments 109 59
Adjusted EBITDA 7,157 7,324
Adjusted EBITDA % 20.3% 21.0%
The tax charge for FY24 is £0.2 million and is deferred tax only as the Group
currently has excess capital allowances and tax losses to cover its taxable
profits. Overall, the Group continues to benefit from a very large tax loss
carried forward which will mitigate ADF's tax charges for a number of years.
Revenue
The table below shows the revenue analysed between the two main facilities
categories, being main packages (pre-agreed before filming) and additional
sales (agreed during the course of filming), plus other miscellaneous sales.
Revenue for Location One and Autotrak is shown separately.
Turnover £M's H1-FY24 H2-FY24 FY24 FY23
Facilities - Main packages £7.5 £9.1 £16.6 £16.5
Facilities - Additional sales £4.0 £4.2 £8.2 £9.7
Facilities - Other income £0.1 £0.0 £0.1 £0.2
Facilities - Total £11.6 £13.3 £24.9 £26.4
Location One £3.6 £4.1 £7.7 £8.4
Autotrak £0.0 £2.6 £2.6 £0.0
Total Revenue £15.2 £20.0 £35.2 £34.8
Uplift on main packages % 54% 47% 50% 60%
Uplift % is an important metric being the increase in total facilities sales
from the initial main packages. This reduced from 60% in FY23 to 50% in FY24
as we saw a larger proportion of predominantly studio-based productions, and
other smaller productions being more cost conscious with their spend.
Revenue Mix
ADF worked on 38 productions in H1-FY24, the same number as in H2-FY23.
However, there was a reduction in average revenue per production in H1-FY24 to
£304k, a 16% decrease when compared with H1-FY23 (£361k). In the second half
of FY24, ADF worked on a further 49 productions (H2-FY23: 38) taking the total
for the year to 87 (FY23: 84). Netflix remained the Group's single largest
customer in FY24, representing 20.4% of total Group revenues, however the
level of diversification across broadcasters increased during the year, with
Apple and Amazon significantly increasing their share of the Group's overall
revenue. There was a slight reduction in the average revenue per production
from £385k in FY23 to £381k in FY24.
The split of productions across the revenue bands is shown below:
Production value FY24 FY23 FY22
£0 - £500k 81 72 54
£500k - £1.0m 5 7 16
£1.0m - £1.5m 1 3 4
£1.5m - £2.0m 0 1 1
£2.0m - £2.5m 0 1 0
£2.5m - £3.0m 0 0 1
87 84 76
Share Based Payments & Non-Recurring Expenses
The share-based payments in FY23 related to certain options granted to the two
Executive Directors of Facilities by ADF Plc at the time of the IPO in 2022.
These awards expired in FY-24 with £Nil value. Further grants of LTIP options
were made in FY24 with a 3-year vesting period for the same directors,
alongside three executive directors of Location One Ltd. These are detailed as
non-recurring expenses.
Dividend & Earnings Per Share
The Company declared a final dividend of 0.90 pence per share in April 2024 in
relation to the year ended 31 December 2023. This took the total dividend for
that year to 1.40 pence per share, with the interim dividend of 0.50 pence per
share in October 2023.
The Board declared an interim dividend of 0.50 pence per share in respect of
the six months ended 30 June 2024 (the "Interim Dividend"). The Interim
Dividend was paid on 25 October 2024. The Interim Dividend, over an increased
number of ordinary shares in issue following the successful placing approved
by shareholders on 9 September 2024, was reflective of the Group's progressive
dividend policy. Basic earnings per share for FY24 was a loss of 3.42 pence
per share (FY23: Profit of 0.99 pence per share).
Capital Expenditure
During FY24, ADF acquired new equipment with a cost of £5.15 million (£1.27
million included as property, plant, and equipment, and the remaining relating
to leased assets of £3.88 million). 28 units were added across the year
(FY23: 133 units) taking the total to 728 units at the end of the year (FY23:
703). The average cost of assets purchased in FY24 was £66k (FY23: £72k).
In addition, ADF also held 33 units in the Assets Under Construction heading
on the balance sheet, that were not put into service for various operational
reasons before the year end. The value of these units at the year-end was
£3.06 million (FY23: £1.22 million). These are fully paid for and will
transfer to fixed assets as they complete their fit-out stage in FY25.
Cash Flow, Funding & Net Debt
During FY24, ADF financed capex of £4.46 million by hire purchase, and the
balance of £0.69 million was paid for out of cash. The majority of the
funding was with 2 providers, PACCAR Finance, the in-house finance company for
DAF vehicles, and HSBC.
Interest rates on new hire purchase contracts in FY24 continued to slowly
decrease in line with the Bank of England base rate and averaged 6.8% across
FY24 (FY23: 7.5%). Total hire purchase repayments including interest were
£5.96 million. In addition, new property leases with an inception value of
£0.3 million and motor vehicles with an inception value of £0.6 million were
capitalised under IFRS 16. This included the renewal of the lease for the
Location One unit in Chobham, and additional flatbed trucks to bring the
transportation of ground protection products within the Location One &
Autotrak businesses in house.
Net debt, excluding IFRS 16 leases at the end of FY24 was £13.8 million
(FY23: £12.8 million). Hire purchase liabilities reduced from £16.3 million
at the end of FY23 to £16.2 million at the end of FY24, and cash reduced from
£3.6 million to £2.4 million.
Neil Evans FCA
Chief Financial Officer
Consolidated Statement of Comprehensive Income
Year ended Year ended
31 December 2024 31 December 2023
£'000 £'000
Note
Revenue 3 35,202 34,796
Cost of sales (22,335) (22,399)
Gross profit 12,867 12,397
Administrative expenses (11,213) (10,069)
Non-recurring expenses 5 - (57)
Impairment of goodwill (2,449) (1,019)
Gain on deferred consideration 60 818
Expenses in respect of acquisitions 5 (493) -
Share based payment expense 23 (109) (59)
Operating (loss)/ profit (1,337) 2,011
Finance expense 9 (1,501) (1,396)
(Loss)/profit before taxation (2,838) 615
Taxation (charge)/credit 10 (215) 179
(Loss)/profit for the year (3,053) 794
Other comprehensive income
Other comprehensive income for the year - -
Total other comprehensive (loss)/income (3,053) 794
Earnings per share for (loss)/profit attributable to the owners
Basic (loss)/earnings per share (Pence) 12 (3.42) 0.99
Diluted (loss)/earnings per share (Pence) 12 (3.42) 0.93
All amounts relate to continuing operations.
Consolidated Statement of Financial Position
Note As at As at
31 December 2024 31 December 2023
£'000 £'000
Assets
Current assets
Inventories 13 680 576
Trade and other receivables 18 3,131 1,710
Cash and cash equivalents 19 2,344 3,533
Total current assets 6,155 5,819
Non-current assets
Property, plant and equipment 15 15,268 12,638
Right-of-use assets 16 32,338 31,527
Intangible assets 14 20,450 6,262
Total non-current assets 68,056 50,427
Total assets 74,211 56,246
Liabilities
Current liabilities
Trade and other payables 20 4,264 2,941
Lease liabilities 16 5,247 5,624
Corporation tax 10 461 -
Total current liabilities 9,972 8,565
Non-current liabilities
Other provisions 17 42 40
Lease liabilities 16 20,355 19,584
Contingent consideration 21 6,454 60
Deferred tax liabilities 10 3,682 3,030
Total non-current liabilities 30,533 22,714
Total liabilities 40,505 31,279
Net Assets 33,706 24,967
Equity
Called up share capital 23 1,078 809
Share premium 24 25,174 15,547
Share based payment reserve 24 1,568 1,459
Merger reserve 24 2,706 (400)
Retained earnings 24 3,180 7,552
Total equity 33,706 24,967
Company Statement of Financial Position
Note As at As at
31 December 2024 31 December 2023
£'000 £'000
Assets
Current assets
Trade and other receivables 18 359 307
Amounts due from subsidiaries 18 10,813 11,588
Cash and cash equivalents 19 2 -
Total current assets 11,174 11,895
Non-current assets
Investment in subsidiaries 22 35,664 14,799
Deferred tax assets 10 830 861
Total non-current assets 36,494 15,660
Total assets 47,668 27,555
Liabilities
Current liabilities
Trade and other payables 20 104 65
Amounts due to subsidiaries 20 4,534 -
Total current liabilities 4,638 65
Non-current liabilities
Contingent consideration 21 6,454 60
Total non-current liabilities 6,454 60
Total liabilities 11,092 125
Net Assets 36,576 27,430
Equity
Called up share capital 23 1,078 809
Share premium 24 25,174 15,547
Share based payment reserve 24 1,568 1,459
Merger relief reserve 24 11,053 7,947
Retained earnings 24 (2,297) 1,668
Total equity 36,576 27,430
The Company has elected to take exemption under section 408 of the Companies
Act 2006 from presenting the Company statement of comprehensive income. The
loss for the Company for the year ended 31 December 2024 was £2,646,301
(2023: profit £1,161,162).
Consolidated Statement of Changes in Equity
Share Based Payment Reserve
£'000
Share Capital Share Premium Merger Reserve Retained Earnings Total Equity
£'000 £'000 £'000 £'000 £'000
Note
Balance at 1 January 2023 794 15,492 1,652 (400) 7,879 25,417
Comprehensive Income
Profit for the year - - - - 794 794
Transactions with owners
Exercise of options 23 15 55 (252) - 252 70
Share based payment charge on long term incentive program 23 - - 59 - - 59
Deferred tax on share options 10 - - - - (243) (243)
Dividends 11 - - - - (1,130) (1,130)
Balance at 31 December 2023 809 15,547 1,459 (400) 7,552 24,967
Balance at 1 January 2024 809 15,547 1,459 (400) 7,552 24,967
Comprehensive Income
Loss for the year - - - - (3,053) (3,053)
Transactions with owners
Issue of shares 23 210 10,290 - - - 10,500
Business acquisition 23 59 - - 3,106 - 3,165
Costs of issue of shares - (663) - - - (663)
Share based payment charge on long term incentive program 23 - - 109 - - 109
Deferred tax on share options 10 - - - - (52) (52)
Dividends 11 - - - - (1,267) (1,267)
Balance at 31 December 2024 1,078 25,174 1,568 2,706 3,180 33,706
Company Statement of Changes in Equity
Share Based Payment Reserve
£'000 Merger Relief Reserve
Share Capital Share Premium £'000 Retained Earnings Total Equity
£'000 £'000 £'000 £'000
Note
Balance at 1 January 2023 794 15,492 1,652 7,947 1,628 27,513
Comprehensive Income
Profit for the year - - - - 1,161 1,161
Transactions with owners
Exercise of options 23 15 55 (252) - 252 70
Share based payment charge on long term incentive program 23 - - 59 - - 59
Deferred tax on share options 10 - - - - (243) (243)
Dividends 11 - - - - (1,130) (1,130)
Balance at 31 December 2023 809 15,547 1,459 7,947 1,668 27,430
Balance at 1 January 2024 809 15,547 1,459 7,947 1,668 27,430
Comprehensive Income
Loss for the year - - - - (2,646) (2,646)
Transactions with owners
Issue of shares 23 210 10,290 - - - 10,500
Business acquisition 23 59 - - 3,106 - 3,165
Costs of issue of shares - (663) - - - (663)
Share based payment charge on long term incentive program 23 - - 109 - - 109
Deferred tax on share options 10 - - - - (52) (52)
Dividends 11 - - - - (1,267) (1,267)
Balance at 31 December 2024 1,078 25,174 1,568 11,053 (2,297) 36,576
Consolidated Statement of Cashflows
Note Year ended Year ended
31 December 2024 31 December 2023
£'000 £'000
Cash flows from operating activities
(Loss)/profit before taxation from continuing activities (2,838) 615
Adjustments for non-cash/non-operating items:
Depreciation of property, plant and equipment 15 2,117 1,751
Amortisation of right-of-use assets 16 3,327 3,227
Amortisation of intangible assets 14 59 18
Impairment of goodwill 14 2,449 1,019
Loss/(profit) on disposal of property, plant and equipment 101 (84)
Loss on disposal of right of use assets 113 75
Share based payment charge 23 109 59
Fair value gain on deferred consideration (60) (818)
Finance expense 9 1,501 1,396
6,878 7,258
Increase in inventories 13 (104) (159)
Decrease in trade and other receivables 4,176 1,335
Increase/(decrease) in trade and other payables 735 (3,381)
Income tax (186) -
Net cash generated from operating activities 11,449 5,053
Cash flows from investing activities
Purchase of property, plant and equipment 15 (1,105) (4,437)
Purchase of intangible assets 14 (76) (10)
Purchase of right-of-use assets 1 (#_ftn1) (273) (90)
Proceeds from sale of property, plant and equipment - 434
Cost of business acquisition 30 (13,377) -
Net cash used in investing activities (14,831) (4,103)
Cash flows from financing activities
Proceeds from ordinary share issue 23 10,500 70
Cost of share issue (662) -
Payments on lease liabilities 16 (5,692) (4,479)
Interest paid on lease liabilities 9, 16 (1,405) (1,335)
Interest on deferred consideration 9 (96) (57)
Hire purchase re-financing 2 (#_ftn2) 765 -
Other interest paid 9 - (4)
Dividends paid 11 (1,267) (1,130)
Net cash used in financing activities 2,143 (6,935)
Net decrease in cash and cash equivalents (1,189) (5,985)
Cash and cash equivalents at beginning of year 3,533 9,518
Cash and cash equivalents at end of year 19 2,344 3,533
Company Statement of Cashflows
Note Year ended Year ended
31 December 2024 31 December 2023
£'000 £'000
Cash flows from operating activities
(Loss)/ profit before taxation from continuing activities (2,668) 808
Adjustments for non-cash/non-operating items:
Impairment of investment 22 3,193 735
Fair value gain on deferred consideration (60) (818)
Finance costs 97 -
Share based payment charge 23 109 59
671 784
Increase in trade and other receivables (51) -
Increase/ decrease in trade and other payables 38 (1,096)
Net cash generated/ (used) from operating activities 658 (312)
Cash flows from investing activities
Acquisition of investment in subsidiary 30 (13,634) -
Receipts from subsidiaries 774 1,372
Net cash used in investing activities (12,860) 1,372
Cash flows from financing activities
Increase in amounts due to subsidiaries 3,634 -
Proceeds from ordinary share issue 23 10,500 70
Cost of share issue (663) -
Dividends paid 11 (1,267) (1,130)
Net cash used in financing activities 12,204 (1,060)
Net increase in cash and cash equivalents 2 -
Cash and cash equivalents at beginning of year - -
Cash and cash equivalents at end of year 19 2 -
Notes to the Financial Statements
1 Accounting policies
1.1 Basis of preparation
Facilities by ADF Plc (the "Company'') and its subsidiaries (together, the
"Group'') is a public company limited by shares, incorporated, domiciled and
registered in England and Wales in the UK. The registered number is 13761460
and the registered address is Ground Floor 31 Oldfield Road, Bocam Park,
Pencoed, Bridgend, United Kingdom, CF35 5LJ.
The consolidated and Company financial statements are for the year ended 31
December 2024. They have been prepared in accordance with UK-adopted
international accounting standards in conformity with the requirements of the
UK Companies Act 2006. The financial statements have been prepared under the
historical cost convention, as modified by the use of fair value for financial
instruments measured at fair value. The financial statements are presented in
thousands of pounds sterling ("£'000") except where otherwise indicated.
The principal accounting policies adopted in the preparation of the financial
statements are set out below. These policies have been consistently applied to
both the Company and the Group where applicable. The policies have been
consistently applied to all the periods presented, unless otherwise stated.
For the year ended 31 December 2024, the following subsidiaries of the parent
company are entitled to take exemptions from audit under Section 479A of the
Companies Act 2006 relating to subsidiary companies.
Subsidiary Company registered number
CAD Services Limited 04533535
Location 1 Group Ltd 11786214
Location One Ltd 05949293
Autotrak Portable Roadways Limited 02999669
The Company has provided a guarantee for all outstanding debts and liabilities
to which the subsidiary companies listed above are subject at the end of the
financial year, in accordance with Section 479C of the Companies Act 2006.
1.2 Going concern
The Group has continued to invest in growth throughout the financial year,
with the acquisition of Autotrak in September 2024, and the Group have
continued to trade throughout this period in a net asset position.
The Directors are aware of the challenges of the film and television industry,
whereby the USA Writers (Writers Guild of America (WGA)) and Actors (Screen
Actors Guild - American Federation of Television and Radio Artists
(SAG-AFTRA)) strikes impacted productions around the globe, from July 2023
through to late Autumn 2023. The strikes caused film and TV productions in the
UK, on which ADF was engaged, to stop or delay productions that were scheduled
to start filming in 2023 and in early 2024. The Directors are confident the
Group is in a robust position to capitalise on the opportunity ahead, once
previous production levels resume, underpinning confidence in the long-term
success of the Group.
The Directors are continuing to identify acquisition opportunities as well as
focussing on the continuation of the organic growth experienced in recent
years. The Company acquired a new a business in the financial period and
significant synergies are expected to continue to be achieved over the coming
12 months.
The current sales pipeline at the time of writing appears robust with
visibility of returning seasons of some of our biggest productions including
Slow Horses, Trigger Point, Silent Witness, Industry, The Gentlemen and
Rivals.
In addition, Management have agreed an extended overdraft facility of £1
million effective from 15(th) April to provide additional working capital as
the business ramps up to the summer season.
The financial statements have been prepared on the going concern basis, which
the Directors believe to be appropriate for the following reasons: The
Directors have prepared cash flow forecasts for the period from the two year
period to 31 December 2026. They have applied a range of sensitivities to
these forecasts and such forecasts and analysis have indicated that sufficient
funds should be available to enable the Group to continue in operational
existence for the foreseeable future by meeting its liabilities as they fall
due for payment.
1.3 New standards, amendments, and interpretations
IFRSs applicable to the Financial Statements of the Group have been applied
for the year ended 31 December 2024 and for the comparative year which have no
material impact on the financial results or presentation.
Standards, amendments and interpretations issued but not yet effective:
The following standards are issued but not yet effective. The Group intends to
adopt these standards, if applicable, when they become effective. It is not
currently expected that these standards will have a material impact on the
Group.
Standard Effective date
Amendments to IAS 21 Lack of exchangeability*; 1 January 2025
Amendments IFRS 9 and IFRS 7 regarding the classification and measurement of 1 January 2026
financial instruments*;
IFRS 18 - Presentation and Disclosure in Financial Statements*; and 1 January 2027
IFRS 19 - Subsidiaries without Public Accountability: Disclosures* 1 January 2027
* Subject to UK endorsement
1.4 Basis of consolidation
The consolidated financial statements incorporate the results of the Company
and all of its subsidiary undertakings. The Group applies the acquisition
method in accounting for business combinations. The consideration transferred
by the Group to obtain control of a subsidiary is calculated as the sum of the
acquisition-date fair values of assets transferred, liabilities incurred, and
the equity interests issued by the Group, which includes the fair value of any
asset or liability arising from a contingent consideration arrangement.
Acquisition costs are expensed as incurred. Assets acquired and liabilities
assumed are generally measured at their acquisition-date fair value.
Where necessary, adjustments are made to the financial statements of
subsidiaries to bring the accounting policies used in line with those used by
other members of the Group.
Subsidiaries
Subsidiaries are all entities over which the Group has control. The Group
controls an entity when the Group 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 to direct the activities of the entity.
Subsidiaries are fully consolidated from the date on which control is
transferred to the Group until the date that control ceases.
Transactions eliminated on consolidation
Intra-group balances, and any gains and losses or income and expenses arising
from intra-group transactions, are eliminated in preparing the financial
information. Losses are eliminated in the same way as gains, but only to the
extent that there is no evidence of impairment.
1.5 Revenue recognition
IFRS 15 "Revenue from Contracts with Customers" is a principle-based model of
recognising revenue from contracts with customers. It has a five-step model
that requires revenue to be recognised when control over goods and services
are transferred to the customer.
Revenue includes facilities rental incomes, and fees from the provision of
services incidental to facilities. Revenue is measured at the fair value of
consideration received or receivable, net of discounts, VAT, and sales taxes.
Revenue from all other services rendered is recognised proportionally over the
period in which the facilities are rented out based on the terms of the
contract. The stage of completion is assessed on the basis of the actual
service provided (number of days of rental in the accounting period).
1.6 Employee benefits: Pension obligations
The Group operates a defined contribution plan for its employees. A defined
contribution plan is a pension plan under which the Group pays fixed
contributions into a separate entity. Once the contributions have been paid
the Group has no further payment obligations.
The contributions are recognised as an expense in the Statement of
Comprehensive Income when they fall due. Amounts not paid are shown in
accruals as a liability in the Statement of Financial Position. The assets of
the plan are held separately from the Group in independently administered
funds.
1.7 Net finance costs
Finance expense
Finance expense comprises of interest payable and lease interest which are
expensed in the period in which they are incurred and reported in finance
costs. Debt issue costs are capitalised and amortised over the life of the
associated facility.
Finance income
Finance income relates to interest on bank deposits.
1.8 Foreign currency translation
Transactions in foreign currencies are translated to Sterling (the currency of
the primary economic environment in which the Group operates) at the foreign
exchange rate ruling at the date of the transaction. Monetary assets and
liabilities denominated in foreign currencies at the statement of financial
position date are retranslated to the functional currency at the foreign
exchange rate ruling at that date. 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. Foreign exchange
differences arising on translation are recognised in the Statement of
Comprehensive Income, within interest receivable and interest payable.
The consolidated and Company financial statements are presented in GBP, which
is the Group's and Company's presentational currency. The functional currency
of the Company is GBP.
1.9 Current and deferred taxation
The tax expense for the period comprises current and deferred tax. Tax is
recognised in the consolidated statement of comprehensive income, except that
a charge attributable to an item of income or expense recognised as other
comprehensive income or to an item recognised directly in equity is also
recognised in other comprehensive income or directly in equity, respectively.
The current income tax charge is calculated on the basis of tax rates and laws
that have been enacted or substantively enacted by the reporting date in the
UK where the Group and Company operates and generate taxable income.
Deferred tax balances are recognised in respect of all temporary differences
that have originated but not reversed by the balance sheet date, except:
- The recognition of deferred tax assets is limited to the extent
that it is probable that they will be recovered against the reversal of
deferred tax liabilities or other future taxable profits;
- Any deferred tax balances are reversed if and when all
conditions for retaining associated tax allowances have been met; and
- Where timing differences relate to interests in subsidiaries,
associates, branches and joint ventures and the Group and Company can control
their reversal and such reversal is not considered probable in the foreseeable
future.
Deferred tax balances are not recognised in respect of permanent differences
except in respect of business combinations, when deferred tax is recognised on
the differences between the fair values of assets acquired and the future tax
deductions available for them and the differences between the fair values of
liabilities acquired and the amount that will be assessed for tax. Deferred
income tax is determined using tax rates and laws that have been enacted or
substantively enacted by the reporting date.
1.10 Property plant and equipment
Property, plant and equipment is stated at historical cost less accumulated
depreciation and any accumulated impairment losses. Historical cost includes
expenditure that is directly attributable to bringing the asset to the
location and condition necessary for it to be capable of operating in the
manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their
residual value over their estimated useful lives, using the reducing balance
and straight-line methods. Depreciation is provided on the following basis:
Plant and machinery 25% reducing balance and 1 - 10 years straight-line
Motor vehicles 10% reducing balance and 5 years straight-line
Computer equipment 25% reducing balance
Hire fleet 10% reducing balance
Leasehold improvements 25% reducing balance
The assets' residual values, useful lives and depreciation methods are
reviewed, and adjusted prospectively if appropriate, or if there is an
indication of a significant change since the last reporting date. Gains and
losses on disposals are determined by comparing the proceeds with the carrying
amount and are recognised in the Statement of Comprehensive Income.
Assets under construction are those that are being built or developed with the
intention of being used in the business operations of the Group. These assets
are not depreciated until they are completed and ready to be used. Once an
asset is completed, it is transferred to a separate class of asset in
property, plant and equipment or right-of-use assets and is then subject to
depreciation. This transfer is made at the point of time the asset is
completed and is ready for use.
The cost of the asset under construction includes all costs directly
attributable to bringing the asset to the condition necessary for it to be
used for its intended purpose. These costs may include direct labour, direct
materials, and other expenses incurred during the construction period.
1.11 Impairment of assets
Assets that are subject to depreciation or amortisation are assessed at each
reporting date to determine whether there is any indication that the assets
are impaired. Where there is any indication that an asset may be impaired, the
carrying value of the asset (or cash‑generating unit to which the asset has
been allocated) is tested for impairment. An impairment loss is recognised for
the amount by which the asset's carrying amount exceeds its recoverable
amount. The recoverable amount is the higher of an asset's (or CGU's) fair
value less costs to sell and value in use. For the purposes of assessing
impairment, assets are grouped at the lowest levels for which there are
separately identifiable cash flows (CGUs). Non‑financial assets that have
been previously impaired are reviewed at each reporting date to assess whether
there is any indication that the impairment losses recognised in prior periods
may no longer exist or may have decreased.
1.12 Leased assets
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 at
inception of a contract.
To assess whether a contract conveys the right to control the use of an
identified asset, the Group assesses whether: an identified physically
distinct asset can be identified; and the Group has the right to obtain
substantially all of the economic benefits from the asset throughout the
period of use and has the ability to direct the use of the asset over the
lease term being able to restrict the usage of third parties as applicable.
All leases are accounted for by recognising a right-of-use asset and a lease
liability except for:
- Leases of low value assets; and
- Leases with a duration of 12 months or less.
Lease liabilities are measured at the present value of the contractual
payments due to the lessor over the lease term, with the discount rate
determined by reference to the rate inherent in the lease unless (as is
typically the case) this is not readily determinable, in which case the
Group's incremental borrowing rate on commencement of the lease is used.
On initial recognition, the carrying value of the lease liability also
includes:
- amounts expected to be payable under any residual value
guarantee;
- the exercise price of any purchase option granted in favour of
the Group if it is reasonably certain to access that option; and
- any penalties payable for terminating the lease, if the term of
the lease has been estimated on the basis of the termination option being
exercised.
Right of use assets are initially measured at the amount of the lease
liability, reduced for any lease incentives received, and increased for:
- lease payments made at or before commencement of the lease;
- initial direct costs incurred; and
- the amount of any provision recognised where the Group is
contractually required to dismantle, remove, or restore the leased asset.
Subsequent to initial measurement lease liabilities increase as a result of
interest charged at a constant rate on the balance outstanding and are reduced
for lease payments made. Right-of-use assets are amortised on a straight-line
basis over the remaining term of the lease or over the remaining economic life
of the asset if, rarely, this is judged to be shorter than the lease term.
1.13 Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand and short term
highly liquid deposits which are subject to an insignificant risk of changes
in value. In order to be classified as short term, the deposit must have a
maturity of no more than three months at inception. The bank overdrafts that
are repayable on demand and form an integral part of cash management are
included as a component of cash and cash equivalents for the purpose only of
the cash flow statement.
1.14 Financial Instruments
Financial instruments are all financial assets and financial liabilities that
comprise a contract that gives rise to a financial asset of one entity and a
financial liability or equity instrument of another entity and are detailed in
notes to the accounts.
Financial assets and financial liabilities are recognised when the Group
becomes party to the contractual provisions of the instrument. Financial
assets and financial liabilities are initially measured at fair value.
Transaction costs that are directly attributable (other than financial assets
or liabilities at fair value through profit or loss) are added to or deducted
from the fair value as appropriate, on initial recognition.
Financial assets and financial liabilities are offset, and the net amount
reported in the consolidated statement of financial position if, and only if,
there is a currently enforceable legal right to offset the recognised amounts
and there is an intention to settle on a net basis, or to realise the assets
and settle the liabilities simultaneously.
Financial assets
The Group and Company's financial assets held at amortised cost comprise trade
and other receivables and cash and cash equivalents in the consolidated
statement of financial position.
These assets are non-derivative financial assets with fixed or determinable
payments that are not quoted in an active market. They arise principally
through the provision of goods and services to customers (e.g., trade
receivables), but also incorporate other types of financial assets where the
objective is to hold their assets in order to collect contractual cash flows
and the contractual cash flows are solely payments of the principal and
interest. They are initially recognised at fair value plus transaction costs
that are directly attributable to their acquisition or issue and are
subsequently carried at amortised cost using the effective interest rate
method, less provision for impairment.
Impairment of financial assets
Impairment provisions for trade receivables are recognised based on the
simplified approach within IFRS 9 using the lifetime expected credit losses.
During this process the probability of the non-payment of the trade
receivables is assessed. This probability is then multiplied by the amount of
the expected loss arising from default to determine the lifetime expected
credit loss for the trade receivables.
Impairment provisions for other receivables are recognised based on the
general impairment model within IFRS 9. In doing so, the Group follows the
3-stage approach to expected credit losses. Step 1 is to estimate the
probability that the debtor will default over the next 12 months. Step 2
considers if the credit risk has increased significantly since initial
recognition of the debtor. Finally, Step 3 considers if the debtor is credit
impaired, following the criteria under IFRS 9.
The Group's financial liabilities held at amortised cost comprise trade
payables and other short-dated monetary liabilities, and other borrowings in
the consolidated statement of financial position.
Trade payables and other short-dated monetary liabilities are initially
recognised at fair value and subsequently carried at amortised cost using the
effective interest rate method.
Other borrowings are initially recognised at fair value net of any transaction
costs directly attributable to the issue of the instrument. Such
interest-bearing liabilities are subsequently measured at amortised cost using
the effective
interest rate method, which ensures that any interest expense over the period
to repayment is at a constant rate on the balance of the liability carried in
the consolidated statement of financial position.
For the purposes of each financial liability, interest expense includes
initial transaction costs and any premium payable on redemption, as well as
any interest or coupon payable while the liability is outstanding.
Unless otherwise indicated, the carrying values of the Group's and Company
financial liabilities measured at amortised cost represents a reasonable
approximation of their fair values.
Financial liabilities
The Group and Company measures its financial liabilities at amortised
cost. All financial liabilities are recognised in the statement of financial
position when the Group and Company becomes a party to the contractual
provision of the instrument.
1.15 Share based payments
The Group issues equity-settled share-based incentives to certain employees in
the form of share options. Equity-settled share-based payments are measured at
fair value at the date of grant. The fair value determined at the grant
date is expensed in the Group's financial statements on a straight-line basis
over the estimated vesting period, based on the estimate of shares that will
eventually vest.
Employee share scheme
Share options that have been issued by the Group have been reviewed under the
Black Scholes model to evaluate any provision that may be required to set
against the reserves of the Group. The share-based payment expense has been
calculated and detailed per the notes to the financial statements.
Equity-settled share-based payments to employees are measured at the fair
value of the equity instrument at the grant date. The fair value determined at
grant date of the equity-settled share-based payments is expensed on a
straight-line basis over the vesting period, based on the Group's estimate of
equity instruments that will eventually vest. At each reporting date, the
Group revises its estimate of the number of equity instruments expected to
vest as a result of the effect of non-market based vesting conditions. The
impact of the revision of the original estimates, if any, is recognised in the
profit or loss such that the cumulative expense reflects the revised estimate,
with a corresponding adjustment to equity reserves.
Long-term incentive plan
The Group has a long-term incentive plan.
Long term incentive options that have been issued by the Group have been
reviewed under the Monte Carlo model to evaluate any provision that may be
required to set against the reserves of the Group. The share-based payment
expense has been calculated and detailed per the notes to the financial
statements. There are conditions associated with the long-term incentive
options issued which requires the fair value charge associated with the
options to be allocated over the minimum vesting period.
1.16 Provisions
Provisions are charged as an expense to the Statement of Comprehensive Income
in the year that the Group becomes aware of the obligation and are measured at
the best estimate at the Statement of Financial Position date of the
expenditure required to settle the obligation, taking into account relevant
risks and uncertainties. When payments are eventually made, they are charged
to the provision carried in the Statement of Financial Position.
Provisions are made where an event has taken place that gives the Group a
legal or constructive obligation that probably requires settlement by a
transfer of economic benefit, and a reliable estimate can be made of the
amount of the obligation.
1.17 Dividends
Equity dividends are recognised when they become legally payable. Interim
equity dividends are recognised when paid. Final equity dividends are
recognised when approved by the shareholders at an annual general meeting.
1.18 Operating segments
Operating segments are reported in a manner consistent with the internal
reporting provided to the chief operating decision-maker ('CODM'). The CODM,
who is responsible for allocating resources and assessing performance of the
operating segments, has been identified as the Board of Directors of the
Group. The Group had three (2023: two) reporting segments, being Facilities by
ADF (which represents all revenues and cost of sales generated from Facilities
by ADF Plc and CAD Services Limited) , Location One (which represents all
revenues and cost of sales generated from Location 1 Group Ltd and Location
One Ltd) and Autotrak (which represents all revenues and cost of sales
generated from Autotrak Portable Roadways Limited) during the year ending 31
December 2024. All revenues are from the hire of facilities and related
services.
1.19 Investments
Investments are stated at their cost less impairment losses.
1.20 Inventories
Inventories are stated at the lower of cost or net realisable value. Net
realisable value is the amount that can be realised from the sale of the
inventory in the normal course of business after allowing for the costs of
realisation. An allowance is recorded for obsolescence and slow-moving items.
Inventories held consist of stored goods to be used in the support of
production vehicles and maintenance.
1.21 Intangible assets
Goodwill is recorded as an intangible asset and is the surplus of the cost of
acquisition over the fair value of identifiable net assets acquired. Goodwill
is reviewed annually for impairment. Any impairment identified as a result of
the review is charged in the statement of profit or loss.
Intangible assets acquired on business combinations are capitalised separately
from goodwill at fair value on initial recognition. Intangible assets are
amortised on a straight-line basis over their useful lives.
Intangible assets, including software, acquired separately from a business are
capitalised at cost. They are subsequently accounted for at cost less
depreciation and impairment. The useful life of all intangible assets is
estimated to be 10 years.
The estimated useful lives, residual values, and depreciation method are
reviewed at the end of each period.
2 Critical accounting judgements and estimates
The preparation of the financial information in compliance with IFRS requires
the use of certain critical accounting estimates. It also requires the Group
management to exercise judgement and use assumptions in applying the Group's
accounting policies. The resulting accounting estimates calculated using these
judgements and assumptions will, by definition, seldom equal the related
actual results but are based on historical experience and expectations of
future events. Management believe that the estimates utilised in preparing the
financial information are reasonable and prudent critical accounting
judgements and estimates.
Estimates and judgements are continually evaluated based on historical
experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances. In the future, actual
experience may differ from these estimates and assumptions. The judgements and
key sources of estimation uncertainty that have a significant effect on the
amounts recognised in the financial information is discussed below:
Key accounting estimates and judgements
The following are the areas requiring the use of estimates and judgements that
may significantly impact the financial information.
Judgements
Hire of equipment revenues constitute leases
Any arrangement that is dependent on the use of a specific asset or assets
should be accounted for as a lease under IFRS 16. The Directors have concluded
that none of the Group contracts with customers include the use of an asset as
substantive substitution rights exist throughout the period of use, whereby
substitution would be economically beneficial to the Group. All revenues
therefore are classified within the scope of IFRS 15.
Customer relationships
During the year, the Group acquired 100% of the issued share capital in
Autotrak. On completion, the fair value of the customer relationships was
valued by management at £989,482. The customer relationships were valued in
line with IFRS 3, Business Combinations using the Multi-period Excess Earnings
Method (''MEEM''). Management identified customer relationships as a
significant value driver for Autotrak, and the MEEM was deemed the most
appropriate valuation technique to reflect their contribution to future cash
flows. Customer-related intangible assets, as defined under IFRS 3, encompass
customer lists, order or production backlogs, customer contracts, and
associated non-contractual customer relationships. These were all considered
in the valuation process by management. The MEEM was calculated using key
assumption within the valuation process, including the after-tax excess
earnings attributable to the customer-related intangible asset. Details of
customer relationships are provided in Note 14.
Estimates
Discount rates
IFRS 16 states that the lease payments shall be discounted using the lessee's
incremental borrowing rate where the rate implicit in the lease cannot be
readily determined. Accordingly, all lease payments have been discounted using
the incremental borrowing rate (IBR). The IBR has been determined by
management using a range of data including current economic and market
conditions, review of current debt and capital within the Group, lease length
and comparisons against seasoned corporate bond rates and other relevant data
points. Significant changes in IBR would cause changes to both the value of
the right-of-use assets and corresponding lease liabilities. Sensitivity
analysis has been performed on IBR rates in Note 16 of these financial
statements.
Impairment of intangible assets
Following the assessment of the recoverable amount of goodwill allocated to
Location 1 Group Ltd to which goodwill of £7,211,397 was allocated on
completion of the acquisition in the year ended 31 December 2022, the
Directors consider the recoverable amount of goodwill allocated to Location 1
Group Ltd to be most sensitive to the achievement of the Group's long-term
budget and projected forecasts. Budgets comprise forecasts of costs, and
capital expenditure based on current and anticipated market conditions that
have been considered and approved by the Board. Approved budgets cover the
next twenty-four months, whilst the forecasted period extends to five years.
The recoverable amount of the Location 1 Group Ltd (a singular cash-generating
unit) is determined based on a value in use calculation which uses cash flow
projections based on the financial budgets and forecasted five-year period,
using a pre-tax discount rate of 15 per cent per annum.
The sensitivity analysis in respect of the recoverable amount of Location 1
Group Ltd goodwill is presented in Note 14. The Group recorded an impairment
charge of £2,448,784 (2023: £1,019,080) in the current year ended 31
December 2024. The impairment in the current and comparative period was due to
the continued uncertainty around Location One's short-term revenue growth due
to impacts of the WGA and SAG-AFTRA strikes impacting productions from July
2023 through to late Autumn 2023.
Deferred consideration
During the year, the Group acquired 100% of the issued share capital in
Autotrak. On completion of the acquisition contingent consideration was valued
at £6,359,007. The contingent consideration value was estimated by management
using a range of probabilities to determine the potential payment of earn out
over the consideration period and the expected results of Autotrak. If
Autotrak meets all earn out criteria the maximum liability to the Group would
be £8,162,000 payable over a three-year period in cash. Further, if none of
the criteria are met then no payment of consideration would be due, giving no
liability to the Company. No payments were made in respect of deferred
consideration in the year.
Similarly, contingent consideration relating to the acquisition of 100% of the
share capital of Location 1 Group Ltd was valued at £Nil (2023: £60,474) at
31 December 2024. The contingent consideration value was estimated by
management using a range of probabilities to determine the potential payment
of earn out over the consideration period and the expected results of Location
1 Group Ltd. The maximum value of contingent consideration payable, based on
meeting all the earn out criteria, would be a liability due of £2,657,788
(2023: £2,657,788). Further if none of the criteria are met then no payment
of consideration would be due, giving no liability to the Company. No payments
were made in respect of deferred consideration in the year. The reduction in
valuation in the prior year resulted as the deferred consideration is based on
a cumulative earn out target, whereby due to the WGA and SAG-AFTRA strikes
impacting productions, from July 2023 through to late Autumn 2023, management
have estimated it is unlikely that the earn out will be met.
3 Revenue from contracts with customers
All of the Group's revenue was generated from the provision of services in the
UK in the year ended 31 December 2024. The prior year ended 31 December 2023
revenues included amounts totalling £314,323 generated in the European Union.
3 platform customers make up 10% or more of revenue in the year ending 31
December 2024 (2023: 4). During the year management considered revenues
derived from one source being the hire of facilities (2023: one).
Revenue from customers 3 (#_ftn3)
Year ended Year ended
31 December 2024 31 December 2023
£'000 £'000
Customer 1 6,378 5,929
Customer 2 7,166 5,273
Customer 3 6,725 2,704
Customer 4 1,508 4,917
Customer 5 1,452 4,547
All other customers 11,973 11,426
35,202 34,796
Timing of transfer of goods or services
Year ended Year ended
31 December 2024 31 December 2023
£'000 £'000
Services transferred over time 35,202 34,796
35,202 34,796
The following table provides information about contract liabilities with
customers, there were no contract assets as at 31 December 2024 (2023: None):
Year ended Year ended
31 December 2024 31 December 2023
£'000 £'000
Deferred income 385 33
Revenue recognised in the year that was deferred from the previous year was
£32,947 (2023: £575,697). The contract liabilities relate to the deferred
income in respect of facilities rented. Revenue is being recognised across the
actual service provided (number of days of rental in the accounting period).
4 Segmental reporting
The Group has three reporting segments, being Facilities by ADF (which
represents all revenues and cost of sales generated from Facilities by ADF Plc
and CAD Services Limited), Location One (which represents all revenues and
cost of sales generated from Location 1 Group Ltd and Location One Ltd), and
Autotrak (which represents all revenues and cost of sales generated from
Autotrak Portable Roadways Limited). Autotrak was acquired by the Group on 10
September 2024. Total assets and liabilities are not provided to the CODM in
the Group's internal management reporting by segment and therefore are not
presented below, information on segments is reported at a gross profit level
only. Information about geographical revenue is disclosed in Note 3. All
non-current assets are located in the UK.
Year ended Year ended
31 December 2024 31 December 2023
£'000 £'000
Revenue
Facilities by ADF 24,933 26,425
Location One 7,711 8,371
Autotrak 2,558 -
35,202 34,796
Cost of sales profit
Facilities by ADF 16,518 17,146
Location One 4,730 5,253
Autotrak 1,087 -
22,335 22,399
Gross Profit 12,867 12,397
5 Expenses by nature
Operating profit is stated after charging:
Year ended Year ended
31 December 2024 31 December 2023
£'000 £'000
Depreciation of property, plant and equipment 2,117 1,751
Amortisation of right-of-use assets 3,327 3,227
Amortisation of intangible assets 59 18
Loss/ (profit) on disposal of property, plant and equipment 101 (84)
Loss on disposal of right-of-use assets 113 -
Impairment of goodwill 2,449 1,019
Gain on deferred consideration (60) (818)
Expenses in respect of acquisitions 493 -
Non-recurring expenses:
Social security costs in respect of options exercised - 57
Expenses in respect of acquisitions incurred during the year ended 31 December
2024 and 31 December 2023 relate to the professional fees arising from the
acquisition of Autotrak, charged to the statement of comprehensive income.
Non-recurring expenses represented social security costs in respect of options
exercised in the year ended 31 December 2023.
6 Auditor remuneration
Year ended Year ended
31 December 2024 31 December 2023
£'000 £'000
Fee payable for the audit of the Group's financial statements 107 68
Fees relating to tax services - 3
Fees relating to other services 82 11
189 82
Fees for other services incurred in the year ended 31 December 2024 of
£82,000 (2023: £11,000), were in respect of business acquisition due
diligence.
7 Employee benefit expenses
For the Group employee benefit expenses (including directors) comprise:
Year ended Year ended
31 December 2024 31 December 2023
£'000 £'000
Wages and salaries 13,755 12,730
Social security contributions and similar taxes 1,440 1,222
Share based payment expense 167 59
Pension costs 278 235
15,640 14,246
Average number of people (including directors) employed by activity for the
Group are:
Year ended Year ended
31 December 2024 31 December 2023
Drivers and transport 131 107
Head office and senior management 51 46
Workshop, yard, and base staff 161 172
343 325
The Group's subsidiary CAD Services Limited bears all the employee benefit
expenses on behalf of Facilities by ADF Plc, apart from the share-based
payment charges which are born by Facilities by ADF Plc. There were 6 (2023:
6) Directors employed by the Company as at 31 December 2024.
8 Director emoluments
Director emoluments comprise:
Year ended Year ended
31 December 2024 31 December 2023
£'000 £'000
Remuneration for qualifying services 701 619
Share based payment expense 144 59
Pension costs 3 3
848 681
There were 2 Directors participating in money purchase pension schemes as at
the period end (2023: 2).
Key management personnel include all Directors of the Company and the
Directors of CAD Services Limited, the Group's principal trading subsidiary,
who together have authority and responsibility for planning, directing, and
controlling the activities of the Group's business. There are no key
management personnel other than the Directors. Remuneration disclosed above
includes the following amounts paid to the highest paid Director:
Year ended Year ended
31 December 2024 31 December 2023
£'000 £'000
Wages and salaries 280 250
Share based payment expense 66 33
Pension costs 1 1
347 284
9 Finance expense
Year ended Year ended
31 December 2024 31 December 2023
£'000 £'000
Interest on bank loans & overdrafts - 4
Interest on lease liabilities 1,405 1,335
Interest on deferred consideration 96 57
1,501 1,396
10 Taxation
Analysis of expense in year Year ended Year ended
31 December 2024 31 December 2023
£'000 £'000
Current tax on profits for the year 186 -
Total current tax 186 -
Deferred tax
Origination and reversal of temporary differences (66) (62)
Adjustments in respect of change in deferred tax rate 95 (117)
Total deferred tax 28 (179)
Tax expense/ (credit) per statement of comprehensive income 215 (179)
The tax charge/(credit) for the periods presented differ from the standard
rate of corporate tax in the UK. The differences are explained below:
Year ended Year ended
31 December 2024 31 December 2023
£'000 £'000
(Loss)/profit on ordinary activities before tax (2,838) 615
Tax using the Group's domestic tax rates (709) 145
Effects of:
Other expenses not deductible for tax purposes 151 29
Impairment charge not deductible for tax purposes 597 -
Deductions in respect of share options 153 (157)
Changes in contingent consideration not taxable - (205)
Effect of changes in tax rates 4 (4)
Adjustments in respect of change in deferred tax rate 93 (117)
Additional deductions for capital allowances - 189
Share based payment adjustment (74) (59)
Total tax charge/ (credit) 215 (179)
Corporation tax for the year ended 31 December 2024 was 25% (2023: 23.5%).
Current tax assets and liabilities
As at As at
31 December 2024 31 December 2023
£'000 £'000
Income tax payable 461 -
461 -
Income tax payable for the year ended 31 December 2024 are due by Autotrak
Portable Roadways, with a balance due on acquisition of £274,244 as per Note
30, and an income tax charge of £186,433 for the year ended 31 December 2024.
The difference between the Group income tax charge of £214,782 and Autotrak
is the amount of deferred tax charged to the profit and loss as presented
below of £28,349 for the year ended 31 December 2024.
The following is the analysis of the deferred tax balances for financial
reporting purposes:
Group As at As at
31 December 2024 31 December 2023
£'000 £'000
Accelerated capital allowances 7,920 7,623
Losses (4,162) (4,166)
Other temporary timing differences (6) (13)
Tax recognised on intangible assets acquired 239 -
Share based payments (309) (414)
Deferred tax liability 3,682 3,030
Company As at As at
31 December 2024 31 December 2023
£'000 £'000
Accelerated capital allowances and other temporary differences (861) (752)
Losses (21) (352)
Share based payments 52 243
Deferred tax asset (830) (861)
Accelerated capital allowances make up the majority of the deferred tax
liability as the business invested in its fleet during the early part of 2024.
Tax recognised on acquisition relates to the purchase of Autotrak Portable
Roadways Limited on 10 September 2025. The deferred tax on the share-based
payments is lower in 2024 in part due to the expiry of options issued at the
time of the IPO in 2022 which expired with £Nil value.
Movement in the year
Group £'000
Liability at 1 January 2023 2,966
Charge to profit and loss (62)
Charge to equity 243
Adjustments in respect of change in deferred tax rate (117)
Liability at 31 December 2023 3,030
Liability at 1 January 2024 3,030
Charge to profit and loss 28
Charge to equity 52
Tax recognised on acquisition 572
Liability at 31 December 2024 3,682
Company £'000
Liability at 1 January 2023 (752)
Charge to profit and loss (352)
Charge to equity 243
Liability at 1 December 2023 (861)
Liability at 1 January 2024 (861)
Charge to profit and loss (21)
Charge to equity 52
Asset at 31 December 2024 (830)
11 Dividends
Year ended Year ended
31 December 2024 31 December 2023
£'000 £'000
Dividends paid on ordinary shares 1,267 1,130
1,267 1,130
The Company declared an interim dividend of 0.50 pence per ordinary share,
which was to be paid to shareholders for the year ended 31 December 2024, in
October 2024.
The Company declared a final dividend of 0.90 pence per share in July 2024 in
relation to the year ended 31 December 2023. This took the total dividend for
that year to 1.40 pence per share, with the interim dividend of 0.50 pence per
share paid in 2023.
12 Earnings per share
The calculation of the basic earnings per share (EPS) is based on the results
attributable to ordinary shareholders divided by the weighted average number
of shares in issue during the year. Diluted EPS includes the impact of
outstanding share options. In 2024, the basic and diluted earnings per share
are the same given the loss for the year, making the outstanding share options
and warrants anti-dilutive.
Year ended Year ended
31 December 2024 31 December 2023
Basic
(Loss)/profit attributable to owners of the parent (£) (3,052,548) 793,528
Weighted average shares in issue 89,143,812 80,228,514
Basic (loss)/profit per ordinary share (pence) (3.42) 0.99
Diluted
(Loss)/profit attributable to owners of the parent (£) (3,052,548) 793,528
Shares in issue 107,822,800 80,907,418
Diluted weighted average number of shares 89,143,812 85,258,644
Diluted profit per ordinary share (pence) (3.42) 0.93
13 Inventories
Year ended Year ended
31 December 2024 31 December 2023
£'000 £'000
Stored goods held 680 576
680 576
Inventories held consist of stored goods to be used in the support of
production vehicles and maintenance.
14 Intangible assets
Group Customer relationships Software Total
Goodwill £'000 £'000 £'000 £'000
Cost
At 1 January 2023 7,211 - 81 7,292
Additions - - 10 10
At 31 December 2023 7,211 - 91 7,302
Amortisation
At 1 January 2023 - - 3 3
Charge for the year - - 18 18
Impairment 1,019 - - 1,019
At 31 December 2023 1,019 - 21 1,040
Cost
At 1 January 2024 7,211 - 91 7,302
Additions through business acquisitions 15,631 989 - 16,620
Additions - - 76 76
At 31 December 2024 22,842 989 167 23,998
Amortisation
At 1 January 2024 1,019 - 21 1,040
Charge for the year - 32 27 59
Impairment 2,449 - - 2,449
At 31 December 2024 3,468 32 48 3,548
Net book amount
At 31 December 2024 19,374 957 119 20,450
At 31 December 2023 6,192 - 70 6,262
Software incorporates the cost and build of the Group's timesheet system. The
initial cost of the system plus any additional capital expenditure is to be
amortised over a ten-year period.
On 10 September 2024, the Group acquired Autotrak, recognising goodwill of
£15,630,586 (see Note 30). As the acquisition of Autotrak concluded towards
the end of the year, the Directors do not foresee any impairment to this
Goodwill balance, nor do they know of any additional information or
circumstance since acquisition to the date of signing these financial
statements that would require such impairment. Autotrak is considered a
separate operating segment as per Note 4.
In accordance with the Group's accounting policies, an annual impairment test
is applied to the carrying value of other intangible assets with indefinite
useful economic life. Impairment of the Goodwill held in relation to Location
1 for the year totalled £2,448,784 (2023: £1,019,080). The impairment loss
for both years has been included in the Statement of Comprehensive Income.
Location 1 Group Ltd is considered a separate operating segment as per Note 4
(Location One), as it generates cash inflows (revenues and cost of sales) that
are largely independent of the cash inflows from Facilities by ADF and
Autotrak, and as such has been measured as its own individual cash generating
unit (''CGU'') by management, being the Location One CGU. The recoverable
amount of the Location One CGU is determined based on a value in use
calculation which uses cash flow projections based on Group's long-term budget
and projected forecasts covering a five-year period, and a pre-tax discount
rate of 15 per cent per annum. The key assumptions used by management in
setting the financial budgets for the five-year period were as follows:
Revenue growth rates
Revenue growth rates are based on past experience adjusted for changes in the
Company's long term order book, and industry wide implications such as the WGA
and SA-AFTR strikes, and its future impact on revenue. These rates do not
exceed the long-term average growth rate of the Group's industry, for year's
four and five of the cash flow model which are projected beyond the Group's
long-term budget. The below growth rates are based on known order book data
and estimates, along with short term expectation changes in the industry,
Group strategy, and comparisons to prior year budgets and analysis.
Revenue growth rates Year ended Year ended
31 December 2024 31 December 2023
Year 1 15.4% 16.1%
Year 2 15.0% 17.7%
Year 3 5.0% 17.7%
Year 4 and terminal value 2.0% 2.0%
Capital expenditure
Capital expenditure projections are based on expected estimated requirements
and readily available assets. Capital expenditure projections are extrapolated
based on expected demand and turnover of historic assets, increasing at a
steady rate year on year. The below capital expenditure rates are based on
known contract expenditure, and estimates, along with short term expectation
changes in the industry, Group strategy, and comparisons to prior year budgets
and analysis.
Capital expenditure ratio Year ended Year ended
31 December 2024 31 December 2023
Year 1 10.0% 16.0%
Year 2 12.0% 16.0%
Year 3 15.0% 13.0%
Year 4 and terminal value 15.0% 13.0%
The Group has conducted a range of sensitivity scenarios of the key
assumptions used to determine the recoverable amount of the CGU to which
goodwill is allocated. As part of the review, management conducted different
sensitivity analysis to stress test the impairment review. The assumed
sensitivities included decreasing the revenue growth from 15.4% to Nil% (2023:
17.7% to 9.3%). The Directors applied a probability approach of the
sensitivity analysis performed, enabling the recoverable amount to be
estimated, and impairment charge calculated.
After performing the above analysis, management have decided that the carrying
value of goodwill related to the acquisition of Location One should be
impaired at 31 December 2024, with £2,448,784 being recognised as a cost
through the profit or loss (2023: Impairment of £1,019,080). The impairment
in the current and comparative period was due to the continued uncertainty
around Location One's short-term revenue growth due to impacts of the WGA and
SAG-AFTRA strikes impacting productions from July 2023 through to late Autumn
2023.
15 Property, plant and equipment
Depreciation is charged to administrative expenses within the statement of
comprehensive income.
Plant and machinery Motor vehicles Computer equipment Leasehold improvement Assets under construction Total
£'000 Hire Fleet £'000 £'000 £'000 £'000 £'000
£'000
Cost
At 1 January 2023 159 10,663 1,616 11 - 809 13,258
Additions 75 875 419 223 509 2,336 4,437
Transfers - 2,293 124 - - (2,796) (379)
Disposals - (858) (452) - - - (1,310)
At 31 December 2023 234 12,973 1,707 234 509 349 16,006
Depreciation
At 1 January 2023 77 2,404 91 6 - - 2,578
Charge for the year 33 1,370 274 11 63 - 1,751
Disposals - (670) (291) - - - (961)
At 31 December 2023 110 3,104 74 17 63 - 3,368
Cost
At 1 January 2024 234 12,973 1,707 234 509 349 16,006
Additions 61 103 37 38 224 642 1,105
Additions on acquisition 207 1,631 525 36 - - 2,399
Transfers 4 (#_ftn4) 120 2,780 1,785 - - (810) 3,875
Disposals (27) (1,182) (231) - - - (1,440)
At 31 December 2024 595 16,305 3,823 308 733 181 21,945
Depreciation
At 1 January 2024 110 3,104 74 17 63 - 3,368
Charge for the year 49 1,530 343 57 138 - 2,117
Transfers - 858 717 - - - 1,575
Disposals (20) (190) (173) - - - (383)
At 31 December 2024 139 5,302 961 74 201 - 6,677
Net book amount
At 31 December 2024 456 11,003 2,862 234 532 181 15,268
At 31 December 2023 124 9,869 1,633 217 446 349 12,638
Leasehold improvements in the year to 31 December 2024, are in respect of
improvements made to Kitsmead, Kitsmead Lane, Longcross KT16 0EF and the
addition of Unit 24, Chancerygate Business Centre, Langford Lane, Kidlington,
Oxfordshire, OX5 1FQ, which are premises used by Autotrak Portable Roadways
Limited.
Transfers between ROU and Fixed Assets can happen for a number of reasons
including the expiry of a HP financing agreement or the retrospective
financing of assets initially bought for cash by the company. As was the case
in 2024 where a number of artiste trailers initially purchased and capitalised
as fixed assets, were subsequently financed.
16 Leases
The Group leases a number of assets, all assets are leased from the UK, which
is the main jurisdiction the Group operates in. All lease payments,
in-substance, are fixed over the lease term. All expected future cash out
flows are reflected within the measurement of the lease liabilities at each
year end.
Nature of leasing activities
As at As at
31 December 2024 31 December 2023
Number of active leases 140 132
The Group leases include leasehold properties for commercial and head office
use, motor vehicles and equipment. The leases range in length from 3 to 15
years and vary in length depending on lease type. Leasehold properties and
hire fleet holding the longest-term lengths of up to 15 years, motor leases up
to 5 years and equipment of up to 5 years. All leases are held with the
Group's subsidiaries.
Extension, termination, and break options
The Group sometimes negotiates extension, termination, or break clauses in its
leases. In determining the lease term, management considers all facts and
circumstances that create an economic incentive to exercise an extension
option, or not exercise a termination option. Extension options (or periods
after termination options) are only included in the lease term if the lease is
reasonably certain to be extended (or not terminated).
On a case-by-case basis, the Group will consider whether the absence of a
break clause would expose the Group to excessive risk. Typically, factors
considered in deciding to negotiate a break clause include:
- The length of the lease term;
- The economic stability of the environment in which the property
is located; and
- Whether the location represents a new area of operations for the
Group.
Incremental borrowing rate
The Group has adopted a rate with a range of 3.1% - 8.7% as its incremental
borrowing rate, being the rate that the individual lessee would have to pay to
borrow the funds necessary to obtain an asset of similar value to the
right-of-use asset in a similar economic environment with similar terms,
security and conditions. This rate is used to reflect the risk premium over
the borrowing cost of the Group measured by reference to the Group's
facilities.
The Group performed a sensitivity analysis where incremental borrowing rates
have been used and identified if the incremental borrowing rate was 5% for all
assets, there would be a decrease in the carrying amount of the right-of-use
asset at 31 December 2024 of £185,705 (2023: decrease £199,977); there would
be an decrease in the lease liability of £192,315 (2023: decrease £30,022).
If the incremental borrowing rate decreased to 1% for all assets, there would
be an increase in the carrying amount of the right-of-use asset at 31 December
2024 of £2,160,159 (2023: increase £2,229,752) and there would be a
consequent increase in the lease liability of £1,859,823 (2023: increase
£2,382,156).
Sensitivity analysis is not performed on hire purchase leases as interest is
inherent within these lease agreements.
Right-of-use assets
Leasehold Property Hire Fleet and Motor Vehicles Assets under construction Total
£'000 Motor Leasehold £'000 £'000 £'000
£'000 Equipment
£'000
Cost
At 1 January 2023 9,068 161 20,506 109 730 30,574
Additions 1,081 - 1,572 118 5,778 8,549
Transfers - - 6,012 - (5,633) 379
Disposals (17) - (24) (80) - (121)
At 31 December 2023 10,132 161 28,066 147 875 39,381
Depreciation
At 1 January 2023 1,091 95 3,473 14 - 4,673
Charge for the period 896 53 2,237 41 - 3,227
Disposals (17) - (3) (26) - (46)
At 1 December 2023 1,970 148 5,707 29 - 7,854
Cost
At 1 January 2024 10,132 161 28,066 147 875 39,381
Additions 662 554 2,307 - 3,028 6,551
Transfers - - (2,850) - (1,025) (3,875)
Disposals (194) (51) (149) - - (394)
At 31 December 2024 10,600 664 27,374 147 2,878 41,663
Depreciation
At 1 January 2024 1,970 148 5,707 29 - 7,854
Charge for the period 945 78 2,270 34 - 3,327
Transfers - - (1,575) - - (1,575)
Disposals (194) (51) (36) - - (281)
At 31 December 2024 2,721 175 6,366 63 - 9,325
Net book amount
At 31 December 2024 7,879 489 21,008 84 2,878 32,338
At 31 December 2023 8,162 13 22,359 118 875 31,527
Lease liabilities
Leasehold Property Hire Fleet and Motor Vehicles Total
£'000 Motor Leasehold £'000 £'000
£'000 Equipment
£'000
At 1 January 2023 8,095 90 12,948 96 21,229
Additions 1,080 - 7,312 66 8,458
Interest expense 458 2 872 3 1,335
Lease payments (including interest) (896) (62) (4,807) (49) (5,814)
At 31 December 2023 8,737 30 16,325 116 25,208
At 1 January 2024 8,737 30 16,325 116 25,208
Additions 668 554 4,864 - 6,086
Interest expense 453 7 941 3 1,404
Lease payments (including interest) (998) (98) (5,964) (36) (7,096)
At 31 December 2024 8,860 493 16,166 83 25,602
Reconciliation of minimum lease payments and present value
As at As at
31 December 31 December 2023
2024 £'000
£'000
Within 1 year 6,598 6,453
Later than 1 year and less than 5 years 17,064 16,473
After 5 years 6,858 7,393
Total including interest cash flows 30,520 30,319
Less: interest cash flows (4,918) (5,111)
Total principal cash flows 25,602 25,208
Reconciliation of current and non-current lease liabilities
As at As at
31 December 2024 31 December 2023
£'000 £'000
Current 5,247 5,624
Non-current 20,355 19,584
Total 25,602 25,208
Short term or low value lease expense
As at As at
31 December 2024 31 December 2023
£'000 £'000
Total short term or low value lease expense 124 137
124 137
17 Other provisions
As at As at
31 December 2024 31 December 2023
£'000 £'000
Amounts falling after one year:
Lease dilapidations liability 42 40
42 40
Lease dilapidations liability Leasehold Property
£'000
At 1 January 2023 38
Interest expense 2
At 31 December 2023 40
At 1 January 2024 40
Interest expense 2
At 31 December 2024 42
As part of the Group's property leasing arrangements there is an obligation to
repair damage which occurs during the life of the lease, such as wear and
tear. These costs have been shown separately to the lease obligation
liability. The provisions are expected to be utilised by 2029 as the leases
terminate. The dilapidations provision is a best estimate of the likely costs
of remedial work at the end of the lease. The provision has been calculated
using historical experience of actual expenditure incurred on dilapidations
and estimated lease termination dates.
18 Trade and other receivables
Group As at As at
31 December 2024 31 December 2023
£'000 £'000
Amounts falling due within one year:
Trade receivables 1,873 895
Director's loan accounts 307 307
Other receivables and prepayments 951 508
3,131 1,710
Company As at As at
31 December 2024 31 December 2023
£'000 £'000
Amounts falling due within one year:
Director's loan accounts 307 307
Other receivables and prepayments 52 -
Amounts due from subsidiaries 10,813 11,588
11,172 11,895
Trade receivables are amounts due from customers for services performed in the
ordinary course of business. They are generally due for settlement within 30
days and therefore are all classified as current. Trade receivables are
non-interest bearing. The carrying amount of trade and other receivables
approximates fair value.
Analysis of trade receivables based on age of invoices:
< 30 31 - 60 61 -90 > 90 Total Gross ECL Total Net
£'000 £'000 £'000 £'000 £'000 £'000 £'000
31 December 2023 590 169 93 50 902 (7) 895
31 December 2024 1,272 446 120 64 1,902 (28) 1,874
The Group applies the IFRS 9 general approach to measuring expected credit
losses (ECL) which uses a lifetime expected loss allowance for all trade
receivables. Historically there have been no material default levels giving
rise to a specific provision. In determining the recoverability of accounts
receivable, the Group considers any changes in the credit quality of the
accounts receivable from the date credit was initially granted up to the
reporting date. The accounts receivables that are neither past due nor
impaired relate to customers that the Group has assessed to be creditworthy
based on the credit evaluation process performed by management, which
considers both customers' overall credit profile and its payment history with
the Group. Having considered the impact of IFRS 9, the Directors concluded
that the ECL balance has been determined as £27,951 (2023: £7,201) based on
historical data available to management in addition to forward looking
information utilising management knowledge. The aging of trade receivables
over 30 days as at 31 December 2024 related to 33% (2023: 35%) of the total
trade debtor balance. In the year ended 31 December 2023, the trade
receivables balance at the year end was significantly lower due to the nature
of the timings of the Strikes, in the year ended 31 December 2024, the trade
receivables balance increased to an expected level.
The Company makes assumptions when implementing the forward-looking ECL model.
This model is used to assess intercompany loans for impairment. As at the 31
December 2024 the Company is due £10,812,966 (2023: £11,586,833) from
subsidiaries.
Estimates are made regarding the credit risk and the underlying probability of
default in credit loss scenarios. The Directors make judgements on the
expected likelihood and outcome of scenarios, and these expected values are
applied to the loan balances. Receivables due from Group undertakings are net
of cumulative ECLs of £Nil (2023: £Nil).
19 Cash and cash equivalents
Group As at As at
31 December 2024 31 December 2023
£'000 £'000
Cash at bank available on demand 2,344 3,533
2,344 3,533
Company As at As at
31 December 2024 31 December 2023
£'000 £'000
Cash at bank available on demand 2 -
2 -
20 Trade and other payables
Group As at As at
31 December 2024 31 December 2023
£'000 £'000
Amounts falling due within one year:
Trade payables 1,332 877
Other payables 19 18
Taxation and social security 1,566 1,127
Accrued expenses 962 886
Deferred income 385 33
4,264 2,941
Company As at As at
31 December 2024 31 December 2023
£'000 £'000
Amounts falling due within one year:
Trade payables 26 -
Amounts due to subsidiaries 4,534 -
Accrued expenses 78 65
Deferred consideration 60 -
4,698 65
The Directors consider that the carrying value of trade and other payables
approximates to their fair value. Trade payables are non-interest bearing and
are normally settled monthly.
Revenue recognised in the year that was deferred from the previous year was
£32,947 (2023: £575,697).
21 Contingent Consideration
Group As at As at
31 December 2024 31 December 2023
£'000 £'000
Contingent Consideration 6,454 60
Company As at As at
31 December 2024 31 December 2023
£'000 £'000
Contingent Consideration 6,454 60
During the year, the Group acquired Autotrak. Contingent consideration
relating to the acquisition is payable up to maximum value of £8,162,000
payable in cash, three years from the date of acquisition, based on set
performance criteria. Performance criteria is set against adjusted EBITDA
targets of Autotrak, each period. The contingent consideration is payable on a
scaling basis based on the level of Adjusted EBITDA gained. The minimum
payment of contingent consideration is £Nil. The fair value of the contingent
consideration has been discounted to present value and adjusted based on
management expectation of probability of outcome of reaching Adjusted EBITDA
targets. The payment of contingent consideration in relation to the
acquisition of Autotrak was valued at £6,454,374 at 31 December 2024.
Contingent consideration relating to the acquisition of Location 1 Group Ltd
("Location One") is payable up to a maximum value of £2,657,788 (2023:
£2,657,788) payable in cash, over a one-year period (2023: two), based on set
performance criteria. Performance criteria is set against adjusted EBITDA
targets of Location One, each period. The contingent consideration is payable
on a scaling basis based on the level of Adjusted EBITDA gained.
The minimum payment of contingent consideration is £Nil. The fair value of
the contingent consideration has been discounted to present value and adjusted
based on management expectation of probability of outcome of reaching Adjusted
EBITDA targets. The payment of contingent consideration for the acquisition of
Location One was valued at £Nil (2023: £60,474) as at 31 December 2024.
Contingent consideration payable due within one year totalled £Nil (2023:
£Nil) as at 31 December 2024.
22 Investments
Subsidiary undertakings
The Company owns directly or indirectly the whole of the issued and fully paid
ordinary share capital of its subsidiary undertakings.
Country of
Subsidiaries Principal activity incorporation Registered address Ordinary shares held
CAD Services Limited Supply of mobile facilities for television and film productions UK Ground Floor 31 Oldfield Road, Bocam Park, Pencoed, Wales, CF35 5LJ 100% (2023: 100%)
Location 1 Group Limited Intermediate holding company UK Ground Floor 31 Oldfield Road, Bocam Park, Pencoed, Wales, CF35 5LJ 100% (2023: 100%)
Location One Limited Supply of key location facilities for television and film productions UK Ground Floor 31 Oldfield Road, Bocam Park, Pencoed, Wales, CF35 5LJ 100% (2023: 100%)
Autotrak Portable Roadways Limited Supply of portable roadways to television, film and other production companies UK Ground Floor 31 Oldfield Road, Bocam Park, Pencoed, Wales, CF35 5LJ 100% from 10 September 2024 (2023: Nil)
The subsidiary undertakings of the Company are presented below:
Shares in group undertakings
£'000
Cost
At 01 January 2023 15,534
Impairment (735)
At 31 December 2023 14,799
At 01 January 2024 14,799
Acquisition of Autotrak 24,058
Impairment (3,193)
At 31 December 2024 35,664
CAD Services Limited, Location 1 Group Ltd, and Autotrak Portable Roadways
Limited are direct investments of the Company. Location One Ltd is held
indirectly. Autotrak Portable Roadways Limited was acquired by the Company on
10 September 2024.
In accordance with the Company's accounting policies, an annual impairment
test is applied to the carrying value of investments. Impairment recognised
for the year totalled £3,193,490 (2023: £734,935). The impairment loss for
the year ended 31 December 2024 and 31 December 2023 has been included in the
Statement of Comprehensive Income. The impairment in the current and
comparative period was due to the continued uncertainty around Location One's
short-term revenue growth due to impacts of the WGA and SAG-AFTRA strikes
impacting productions from July 2023 through to late Autumn 2023, as detailed
in Note 14.
CAD Services Ltd and Autotrak Portable Roadways Ltd were included as part of
the annual impairment test and the Directors have concluded there are
currently no signs of impairment. Regarding CAD Services Ltd, whilst the
strikes have tempered the growth of facilities hire in the Film and HETV
industry, the business has performed robustly, with strong demand for its
services from global streaming brands such as Netflix, Apple, Disney and
Amazon, re-enforcing ADF's position as the UK's leading facilities provider.
Regarding Autotrak, the business has performed in line with expectations
following acquisition and the Directors have no evidence to believe that the
value of its investment is impaired.
23 Share capital
Ordinary Shares of 1p each £'000
Allotted, called up and fully paid
At 01 January 2023 794
1.5 million issued Ordinary Shares of 1p in respect of exercised options 15
At 31 December 2023 809
At 01 January 2024 809
5.9 million issued Ordinary Shares of 1p in relation to the acquisition of 59
Autotrak
21 million issued Ordinary Shares of 1p in respect of new Shares 210
At 31 December 2024 1,078
All classes of shares have full voting, dividends and capital distribution
rights.
On 5 January 2022 the shares of the Company were admitted to the London Stock
Exchange trading on the UK AIM market. Admission and dealings of the ordinary
shares of Facilities by ADF PLC became effective on this date.
On 9 June 2023, 1,200,000 new ordinary shares were issued in respect of
options exercised. The options exercised were outstanding prior to the
Company's January 2022 initial public offering ("IPO"), as detailed in the
Company's Admission Document, with the majority having been issued in 2020 as
part of the Company's Enterprise Management Incentive ("EMI") scheme.
On 5 July 2023, 300,000 new ordinary shares were issued in respect of options
exercised. The options exercised were outstanding prior to the Company's
January 2022 IPO, as detailed in the Company's Admission Document, with the
majority having been issued in 2020 as part of the Company's EMI scheme.
On 10 September 2024, the Company acquired 100% of the issued share capital in
Autotrak. Consideration included 5,915,357 Ordinary Shares issued at a share
price of £0.53 per share. In addition, on 10 September 2024, the Group issued
1,000,000 Ordinary Shares by way of a retail offer at a share price of £0.50,
and 20,000,000 Ordinary Shares via a placing offer at a share price of £0.50
per share.
Share options
The Group has two separate share option schemes in place, those being the
Long-Term Incentive Plan ("LTIP"), and an Enterprise Management Incentive
Share Scheme.
CAD Services Limited operated two equity-settled share-based remuneration
schemes for employees, under Enterprise Management Incentive Share Schemes.
These options were to lapse if the individual leaves within 10 years from the
date of grant if all vesting conditions had not been met earlier. These
options were superseded, and all options were rolled over into new options
held by Facilities by ADF PLC as part of the acquisition transaction that took
place on 3 December 2021. The exercisable options held were rolled over to
equivalent options.
The Group has additionally put in place a LTIP, to ensure alignment between
Shareholders, and those responsible for delivering the Group's strategy and
attract and retain the best executive management talent. The LTIP will only
reward the participants if shareholder value is created. This ensures
alignment of the interests of management
directly with those of Shareholders. On 5 January 2022, the Company issued
500,000 and 390,000 new ordinary share options to M Proctor and N Evans,
respectively. On 4 March 2024 the Group awarded a further 429,796 and 571,429
new ordinary share options to N Evans and M Proctor, respectively under the
LTIP, along with a further 566,329 for share options to other senior
management employees. The options have an exercise price of 1p and will vest
after 3 years subject to specific performance measurement criteria.
The terms and conditions of the grants outstanding as at the 31 December 2024
are detailed below:
Date of grant No. of options Vesting conditions Contractual life of options
Exercise price £
3 December 2021 500,000 0.01 Immediately 10 years (Rollover)
3 December 2021 2,000,000 0.06 Immediately 10 years (Rollover)
5 January 2022 1,200,000 0.50 Immediately 3 years
4 March 2024 1,567,554 0.01 LTIP 10 years
5,267,554
Details of the number of share options granted, exercised, lapsed and
outstanding at the end of each period as well as the weighted average exercise
prices in £ ("WAEP") are as follows:
As at 31 December 2024 As at 31 December 2023
WAEP WAEP
Outstanding at beginning of period 4,590,000 0.16 6,090,000 0.14
Granted during the period 1,567,554 0.01 - -
Exercised during the period - - (1,500,000) (0.05)
Lapsed during period (890,000) (0.01) - -
Outstanding at year end 5,267,554 0.14 4,590,000 0.16
LTIP
Grant date
The grant date of the Options is the date of issue.
Exercise
Unless otherwise determined and subject to the redemption conditions having
been met, the Company and the holders of the Options have the right to
exchange each Option for Ordinary Shares in the Company, which will be
dilutive to the interests of the holders of Ordinary Shares. It is currently
expected that options will be exchanged for Ordinary Shares.
Vesting Conditions and Vesting Period
The Options will vest and become exercisable following the end of the
Performance Period, being the 1 January 2022 to 31 December 2024 for options
granted in January 2022 and 1 January 2024 to 31 December 2026 for options
granted in March 2024.
The Options are subject to certain vesting Performance Conditions as follows:
i. 50% of the Options will be subject to EBITDA
target over the Performance Period; and
ii. 50% of the Options will be subject to an absolute
total shareholder return performance condition over the Performance Period.
If the Performance Conditions (or any element of them) are not satisfied in
full at the end of the Performance Period any part of the Option that has not
Vested as a consequence of the Performance Conditions (or any element of it)
not being satisfied in full shall lapse immediately on the Board's
determination that the Performance Conditions (or the applicable element of
it) have not been satisfied in full.
Holding of Options
M Proctor and N Evans hold Options.
The following shares were in issue on 31 December 2024:
Issue date Name Share designation at balance sheet date Nominal Price Issue price per share Number of Ordinary shares IFRS 2 Fair value
£'s £'s
4 March 2024 N Evans Ordinary Shares £0.01 0.49 429,796 136,680
4 March 2024 M Proctor Ordinary Shares £0.01 0.49 571,429 181,721
4 March 2024 Senior Management Ordinary Shares £0.01 0.49 566,329 180,099
Valuation of Options
Valuations were performed using a Monte Carlo model to ascertain the fair
value at grant date. Details of the valuation methodology and estimates and
judgements used in determining the fair value are noted herewith and were in
accordance with IFRS 2 at grant date.
There are significant estimates and assumptions used in the valuation of the
Options. Management has considered at the grant date, the potential range of
value for the Options, based on the circumstances on the grant date.
The fair value of the Options granted under the scheme was calculated using a
Monte Carlo model with the following material inputs:
Issue date Name Share designation at balance sheet date Volatility Risk-free rate Expected term (years)
4 March 2024 N Evans Ordinary Shares 47% 4.12% 3
4 March 2024 M Proctor Ordinary Shares 47% 4.12% 3
4 March 2024 Senior Management Ordinary Shares 47% 4.12% 3
The Options are subject to the Performance Conditions being achieved, which
are market and non-market performance conditions, and as such have been taken
into consideration in determining their fair value. The model incorporates a
range of probabilities for the likelihood of EBITDA and total shareholder
return.
Expense related to Options
An expense of £109,388 (2023: £58,691) has been recognised in the Statement
of Comprehensive Income in respect of the LTIP Options issued. This includes
an expense of £138,733 for Options issued in March 2024, £29,346 for Options
issued in January 2022, and an £58,691 write back of those Options issued in
2022 which did not meet their conditions. There is a condition associated with
all Options issued which requires the fair value charge associated with the
Options to be allocated over the minimum vesting period. This vesting period
is estimated to be 3 years from the date of grant.
24 Reserves
Called up share capital
Called up share capital represents the nominal value of shares that have been
issued.
Share Premium
The premium on issue of equity shares, net of any issue costs.
Share based payment reserve
The cumulative amount recognised in relation to the equity-settled share-based
payment schemes in place.
Merger reserve
The difference between the nominal value of shares issued in the share
exchange and the book value of the shares obtained, in line with merger
accounting principles.
Retained earnings
Retained earnings relate to cumulative net gains and losses less distributions
made.
Merger relief reserve
Merger relief reserve represents the difference between the nominal value of
the shares issued as part of the share exchange and the net assets acquired.
25 Retirement benefit scheme
As at As at
31 December 2024 31 December 2023
£'000 £'000
Defined contribution schemes:
Charge to income statement 278 235
A defined contribution pension scheme is operated for all qualifying
employees. The assets of the scheme are held separately from those of the
Group in independently administered funds.
Outstanding pension contributions at the year ended 31 December 2024, included
within other creditors of the Group amounted to £48,286 (2023: £50,448).
26 Capital and financial commitments
The Group commits to lease agreements in respect of hire facilities over 6
months in advance, this is due to the nature of the facilities leased. The
Group has committed to new fleet capital expenditure orders of approximately
£854,774 for 2025 and £437,824 for 2026.
The Company has provided a guarantee for all outstanding debts and liabilities
to which all the subsidiary companies of the Group are subject at the end of
the financial year ended 31 December 2024, in accordance with Section 479C of
the Companies Act 2006. Furer details of this guarantee are provided in Note
1.1
The Group held no other additional capital, financial and or other commitments
at 31 December 2024.
27 Financial Instruments
Financial assets
Financial assets are not measured at fair value and due to their short-term
nature, the carrying value approximates their fair value. They comprise trade
receivables, other receivables, and cash. It does not include prepayments.
Group As at As at
31 December 2024 31 December 2023
£'000 £'000
Trade receivables 1,874 895
Other receivables 307 333
Cash at bank 2,344 3,533
4,525 4,761
Company As at As at
31 December 2024 31 December 2023
£'000 £'000
Other receivables 359 308
Amounts due from subsidiaries 10,813 11,587
11,172 11,895
Financial liabilities
Financial liabilities measured at amortised cost comprise trade payables,
lease liabilities and accruals. It does not include other taxation and social
security and deferred income.
Group As at As at
31 December 2024 31 December 2023
£'000 £'000
Trade payables 1,332 877
Other payables 19 18
Accrued expenses 962 886
2,313 1,781
Company As at As at
31 December 2024 31 December 2023
£'000 £'000
Trade payables 26 -
Amounts due to subsidiaries 4,534 -
Accrued expenses 78 65
4,638 65
Financial risk management
The Group is exposed through its operation to the following financial risks:
credit risk, interest rate risk, foreign exchange risk and liquidity risk.
Risk management is carried out by the Directors of the Group. The Group uses
financial instruments to provide flexibility regarding its working capital
requirements and to enable it to manage specific financial risks to which it
is exposed.
The Group finances its operations through a mixture of debt finance, cash and
liquid resources and various items such as trade debtors and trade payables
which arise directly from the Group's operations.
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. In order to minimise the risk, the Group endeavours only to deal
with companies which are demonstrably creditworthy and this, together with the
aggregate financial exposure, is continuously monitored. The maximum exposure
to credit risk is the carrying value of its financial receivables, trade and
other receivables and cash and cash equivalents as disclosed in the notes to
the financial information.
The receivables' age analysis is evaluated on a regular basis for potential
doubtful debts, considering historic, current and forward-looking information.
No material impairments to trade receivables, have been made to date. Further
disclosures regarding trade and other receivables are provided within the
notes to financial information.
Credit risk also arises on cash and cash equivalents and deposits with banks
and financial institutions. For banks and financial institutions, only
independently rated parties with minimum rating "AA-" are accepted. Currently
all financial institutions whereby the Group holds significant levels of cash
are rated from AA- to A+.
Interest rate risk
As at 31 December 2024, the Group had no current borrowings and used no
finance facilities or debt structures to coordinate business. Therefore,
interest rate risk exposure for the Group is minimal. The Group's policy aims
to manage the interest cost of the Group within the constraints of its
financial borrowings.
The Group has entered into significant leases for various assets, namely hire
facilities, under fixed interest rate terms. This means that the interest rate
charged on these leases is fixed for the entire term of the lease, regardless
of changes in market interest rates.
If market interest rates rise, the Group's fixed-rate leases will become less
attractive to potential lessors, as they would be able to obtain better rates
elsewhere. On renewal of these leases this could result in the Group having to
renew or renegotiate these leases at higher rates, which would increase its
operating costs and potentially reduce its profitability.
The Group look to mitigate this risk by committing to lease agreements in
respect of hire facilities over 6 months in advance, ensuring management can
manage and plan for interest rate change.
Foreign exchange risk
Foreign exchange risk arises when the Group enters into transactions in a
currency other than their functional currency. The Group's policy is, where
possible, to settle liabilities denominated in a currency other than its
functional currency with cash already denominated in that currency.
The Group operates primarily in the UK and as such transactions are
substantially denominated in Sterling (GBP). As such the Group is exposed to
minimal transaction foreign exchange risk. The mix of currencies and terms of
trade with its suppliers are such that the Directors believe that the Group's
exposure is minimal and consequently they have not, to date, specifically
sought to materially hedge that exposure. Most of the Group's funds are in GBP
with only sufficient funds held in foreign currencies to meet local costs.
Liquidity risk
The Group seeks to maintain sufficient cash balances. Management reviews cash
flow forecasts on a regular basis to determine whether the Group has
sufficient cash reserves to meet future working capital requirements and to
take advantage of business opportunities.
A maturity analysis of the Group's trade and other payables is shown below:
As at As at
31 December 2024 31 December 2023
£'000 £'000
Less than 1 year:
Lease liabilities 6,598 6,453
Trade and other payables 1,351 897
Accrued expenses 962 886
8,911 8,236
Between 1-5 years:
Lease liabilities 17,064 16,473
17,064 16,473
More than 5 years:
Lease liabilities 6,858 7,393
6,858 7,393
Total including interest cash flows 32,833 32,102
Less interest cash flow:
Lease liabilities (4,918) (5,111)
Total principal cash flows 27,915 26,991
Capital Disclosures
The capital structure of the business consists of debt and equity. Equity
comprises share capital, share premium, share based payment reserve, and
accumulated reserves and is equal to the amount shown as 'Equity' in the
balance sheet. Debt comprises various items which are set out in further
detail above and in the notes to the accounts.
The Group's current objectives when maintaining capital are to:
- Safeguard the Group's ability as a going concern so that it can
continue to pursue its growth plans;
- Provide a reasonable expectation of future returns to
shareholders; and
- Maintain adequate financial flexibility to preserve its ability
to meet financial obligations, both current and long term.
The Group sets the amount of capital it requires in proportion to risk. The
Group manages its capital structure and adjusts it in the light of changes in
economic conditions and the risk characteristics of underlying assets. In
order to maintain or adjust the capital structure, the Group may issue new
shares or sell assets to reduce debt. During the period covered the Group's
business strategy remained unchanged.
28 Related party transactions
The CAD Services Pension Scheme owns properties leased by CAD Services
Limited. In total CAD Services Limited paid the CAD Services Pension Scheme
£46,013 for the year ended 31 December 2024 (2023: £30,000) in lease
payments.
Dividends were paid to M Proctor, a director of the Company, during the year
ended 31 December 2024 of £19,600 (2023: £19,600). Dividends were paid to J
Richards, a director of the Company, during the year ended 31 December 2024 of
£33,600 (2023: £33,600).
On 3 December 2021 J Richards was granted 2,000,000 Ordinary Shares. An amount
payable was due to the Company in respect of this transaction of £20,000
(2023: £20,000), residing in other receivables as at the 31 December 2024.
Additionally, a further amount was payable by J Richards in respect of the
PAYE balance due on the Ordinary Shares granted, paid by the Company, amounts
due at 31 December 2024 were £286,684 (2023: £286,684). The amounts due from
J Richards are interest free and were repayable on the earliest of 5 years or
the sale of their shares owned in Facilities by ADF Plc or on cessation of
directorship in the Company. On 12 February 2025, following consultation with
the Company's largest shareholders, the Company entered into a Loan amendment
with J Richards such that the Loan is now repayable on the earlier of the sale
of any of the ordinary shares in the Company held by J Richards or 5 January
2027. J Richards stepped down from his position as Non-Executive Chairman of
the Company on 12 February 2025.
29 Changes in liabilities from financing activities
At 1 January 2023 Financing cash flows At 31 December 2023
£'000 £'000 New borrowings non - cash £'000
Interest £'000
£'000
Lease liabilities 21,229 (5,814) 1,335 8,458 25,208
Total liabilities from financing activities 21,229 (5,814) 1,335 8,458 25,208
At 1 January 2024 Financing cash flows At 31 December 2024
£'000 £'000 New borrowings non - cash £'000
Interest £'000
£'000
Lease liabilities 25,208 (7,096) 1,404 6,086 25,602
Total liabilities from financing activities 25,208 (7,096) 1,404 6,086 25,602
30 Business combinations
On 10 September 2024, the Group completed the acquisition of 100% of the share
capital of Autotrak for total consideration of £24,057,835.
The principal reason for the acquisition was to further diversify the Group's
product offerings and customer base, allowing the Group to leverage additional
cross-selling opportunities across various productions and events, such as
festivals and outdoor gatherings not currently serviced by the Group.
In the period from 10 September 2024 to 31 December 2024, the acquired
business contributed £2,557,968 to the Group's revenues and a profit of
£784,001 against the Group's comprehensive loss. If the acquisition had
occurred on 1 January 2024, the acquired business would have contributed
£8,103,240 to the Group's revenues and a profit of £2,039,163 to the Group's
comprehensive profit.
The following table summarises the fair value of assets acquired, and
liabilities assumed at the acquisition date:
Fair value - £'000
Intangible Asset - Customer relationships 989
Property, plant and equipment 2,399
Trade and other receivables 5,596
Cash 1,157
Trade and other payables (702)
Corporation tax payable (274)
Deferred income (109)
Provision for liabilities (55)
Deferred tax liability (572)
Total fair value 8,427
Consideration 24,058
Goodwill 15,631
The fair values include recognition of intangible assets related to Autotrak
customer relationships of £989,482 which will be amortised over 10.33 years
on a straight-line basis. The goodwill of £15,630,586 comprises the potential
value of new customers as well as the value of the workforce in place, which
are not separately recognised. Deferred tax has been calculated on the value
of the intangible assets acquired at a corporation tax rate of 25%, which is
the effective tax rate over the amortisation period, and a corresponding
amount recognised as goodwill. Acquisition costs totalled £493,740 and are
disclosed within the statement of comprehensive income within exceptional
items.
Contingent consideration is payable up to maximum value of £8,162,000,
payable in cash, over a three-year period, based on set performance criteria.
Performance criteria is set against Adjusted EBITDA targets of Autotrak, at
each year, across a three-year period. The contingent consideration is payable
on a scaling basis based on the level of Adjusted EBITDA gained. The minimum
payment of contingent consideration is £Nil. The contingent consideration has
been discounted to present value and adjusted based on management's
expectation of the probability of reaching Adjusted EBITDA targets.
Purchase consideration
Fair value - £'000
Cash 13,634
Property promissory settlement 900
Issue of 5,915,357 shares in ADF 3,165
Contingent consideration 6,359
24,058
Analysis of cash flows on acquisition
Fair value - £'000
Cash consideration (13,634)
Cash acquired at acquisition 1,157
Property promissory settlement (900)
13,377
The property promissory note of £900k was settled via the cash acquired of
Autotrak.
31 Ultimate controlling party
The Directors do not consider there to be one ultimate controlling party.
32 Post balance sheet events
On 13 February 2025 J Richards, the Non-Executive Chairman, and V Wijeratne,
Non-Executive Director, of the Company stepped down from their respective
roles. R Down succeeded J Richards as the Non-Executive Chairman of the
Company, and M Adams replaced V Wijeratne as a Non- Executive Director, with
effect from 13 February 2025.
1 The purchase of right-of-use assets relates to cash additions made to
improve assets held on hire purchase, included in right -of-use assets as
detailed in Note 16.
2 Hire Purchase re-financing income in 2024 relates to artiste trailers
purchased by CAD Services Limited for cash in 2023 but retrospectively
re-financed in 2024.
3 Revenue has been disaggregated by platform commissioned productions,
rather than at an invoiced special purpose vehicle company level, for the
purpose of alignment with the Director's reporting in the Strategic Report.
4 Transfers are made between Property, Plant, and Equipment, and
Right-of-Use-Assets whereby the amounts transferred between asset type are
identical.
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