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REG - Facilities by ADF - Half Year Results

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RNS Number : 5939Z  Facilities by ADF plc  17 September 2025

The information contained within this announcement is deemed by the Company to constitute inside information pursuant to Article 7 of EU Regulation 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 as amended. Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.
17 September 2025

 

Facilities by ADF plc

 

("Facilities by ADF", "ADF", the "Company" or the "Group")

 

Half year results for the six months ended 30 June 2025

 

Facilities by ADF, the leading provider of premium serviced production
facilities to the UK film and high-end television ("HETV") industry announces
its unaudited half year results for the six months ended 30 June 2025
("H1-FY25").

 

Financial performance

 

 £m                                     H1-FY25       H1-FY24       Change  H2-FY24
 Group revenue                          17.4          15.2          14%     20.0
 Adjusted EBITDA*                       2.2           2.5           (12%)   4.6
 Loss Before Tax                        (2.0)         (0.8)         (250%)  (2.0)
 Loss per share - basic                 (1.04) pence  (0.75) pence
 Interim dividend per share - declared  0.3 pence     0.5 pence

 

 

 ·             Revenue in H1-FY25 increased compared to H1-FY24 primarily as a result of the
               acquisition of Autotrak in September 2024. Underlying performance reflects a
               slower Q1 with momentum, and utilisation rates, building through the second
               quarter.

 ·             Supported 48 high-profile productions across H1-FY25 including The Gentleman,
               Rivals, A Good Girls Guide to Murder, Industry, The Witcher, and Forsythe
               Saga.

 ·             EBITDA reduced as a result of lower underlying revenue and increased costs,
               partly due to higher employer national insurance contributions and the
               increased national living wage which impacted both payroll and agency costs.

 ·             Russell Down appointed as Chairman in February 2025 and subsequently Executive
               Chairman in July 2025. Mark Adams appointed as Non-Executive Director and
               Chair of the Audit and Risk Committee in February 2025. Post period end, James
               Long appointed to the Board of the Company as Chief Operating Officer. Neil
               Evans, Chief Financial Officer, to leave the Group on 31 October 2025.

 ·             Interim Dividend 0.3p per share payable in January 2026.

 

Outlook

 

 ·             ADF's established market position, high-quality vehicle fleet, and excellent
               customer service position the Group well for further growth and capturing
               market share.

 ·             Group revenue for the 8 months to 31 August 2025 amounts to £25.7m. The order
               book as at 31 August 2025 amounts to £14.1m of which it is expected that
               £10.6m will be delivered in FY25. With four months of the year remaining in
               which to win and execute further work, the weighted pipeline for FY25 at 31
               August 2025 totals £2.2m (Gross: £5.0m).

 ·             Momentum has grown into H2-FY25, and the overall trend indicates a return to
               more stable operating patterns as production schedules begin to normalise, and
               pipelines recover. Whilst the timing and budgets for projects continue to be
               uncertain, and activity levels will be weighted to the second half, the Board
               currently expects that performance for the full year will be in line with
               market expectations. The Board expects the Group will be cash generative in
               FY25.

 

Commenting, Russell Down, Executive Chairman, said:

 

"The first quarter of the year was shaped by the continuation of industry wide
production delays, with activity levels increasing in the second quarter. Our
market share remains strong. The actions taken by the Board to drive
efficiency and protect our balance sheet have ensured we are well placed to
navigate this environment. Encouragingly, the momentum that built through the
second quarter has continued into H2, with utilisation rates improving and
market conditions beginning to normalise."

 

*Adjusted EBITDA is the adjusted profit before tax, prior to the addition of
finance income and deduction of depreciation, amortisation, and finance
expenses. The adjusted EBITDA measurement removes non-recurring, irregular and
one-time items that may distort EBITDA. Adjusted EBITDA provides a more
normalised metric to make comparisons more meaningful across the Group and
other companies in the same industry.

 

For further enquiries:

 

 Facilities by ADF plc                                            via Alma

 Russell Down, Executive Chairman

 Neil Evans, Chief Financial Officer

 Cavendish Capital Markets (Nomad and Broker)                     Tel: +44 (0)20 7220 0500

 Ben Jeynes / George Lawson / Hamish Waller - Corporate Finance

 Michael Johnson / Sunila de Silva - Sales / ECM

 Alma Strategic Communications                                    Tel: +44 (0)20 3405 0205

 Josh Royston                                                     facilitiesbyadf@almastrategic.com (mailto:facilitiesbyadf@almastrategic.com)

 Hannah Campbell

 Sarah Peters

 

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's production fleet is made up of more than 800 technical
vehicles, premium mobile make-up, costume and artiste trailers, production
offices, mobile bathrooms, diners and school rooms.

 

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.

Executive Chairman's review

 

Overview

The Group's H1-FY25 financial performance reflects the difficult operating
environment due to the continuation of production delays across the Film and
HETV industry. Importantly though, our business remains robust, utilisation
rates are improving and market share has remained strong. The Board has acted
to improve efficiency and implement robust cost discipline. We remain focused
on protecting the strength of our balance sheet, supporting our customers, and
securing long-term value for shareholders.

 

The first quarter of FY25 represented a slow start to the year, as production
delays continued to impact the global film and HETV production pipeline. In
tandem with this, customers reacted to tighter budgets and became more cost
focused, taking advantage of excess capacity in our industry which continued
with competitive pricing structures. This particularly impacted the core ADF
and Location One businesses whilst Autotrak was naturally more resilient as it
has a more diverse customer base, with projects in the construction, festival
and events market.

 

Encouragingly, conditions began to improve during Q2, and this momentum has
carried into the second half of the financial year, with utilisation levels
increasing. The overall trend indicates a return to more stable operating
patterns as production schedules begin to normalise, and pipelines recover.
Consequently, margins have continued to improve.

 

Alongside this recovery, we are seeing a notable shift in customer behaviour.
Production lead times are shortening, creating greater demand for agility and
flexibility in service delivery. We remain well positioned to adapt to these
evolving requirements, leveraging our scale and expertise to deliver solutions
that balance client needs with disciplined margin protection.

 

The Board has declared an interim dividend of 0.3 pence per share in respect
of the six months ended 30 June 2025 (the "Interim Dividend"). The Interim
Dividend will be paid on 30 January 2026, with a record date of 9 January 2026
and an ex-dividend date of 8 January 2026. The Board intends to pay an
increased final dividend as part of its progressive dividend policy and in
line with business performance in the second half.

 

Financial performance

In response to the challenging environment, we have implemented proactive cost
management measures. Around 20% of our fleet has been placed in temporary
storage, delivering a meaningful reduction in maintenance costs while
preserving our ability to meet existing demand.  We are exploring avenues to
dispose of certain equipment whilst preserving the capacity to scale up
quickly as utilisation levels continue to strengthen.

 

Delivering Against Growth Strategy

The Group continues to focus on organic growth while driving greater
integration across our businesses, with the objective of unlocking further
operational synergies and delivering cost efficiencies.

 

 ·             Autotrak, the market-leading portable roadway supplier acquired in September
               2024, has performed well since acquisition and is delivering encouraging
               results.
 ·             Location One, the UK's largest TV and film location service provider, has
               faced similar pressures to ADF, with increased levels of competition. The team
               is adapting well to these market conditions, supporting clients while
               remaining disciplined in protecting margins.

 

These acquisitions have enabled the Group to provide the very best services
the industry has to offer under one roof as we move closer towards becoming a
One-Stop-Shop to the UK film and HETV industry. Following the initial
integration of these acquisitions, plans are in place to rationalise the
Group's footprint and integrate the operating businesses closer together, in
order to achieve both revenue and cost synergies. In addition, we are
exploring new revenue streams in order to drive organic growth.

 

Competitive Strength

Despite heightened competitive pressure, ADF remains the leading provider of
premium serviced production facilities to the UK film and HETV industry. Our
One-Stop-Shop model continues to differentiate us in the market, enabling
cross-selling opportunities and providing clients with a comprehensive,
integrated solution.

 

In H1-2025, we supported 48 high-profile productions, including Rivals, The
Gentleman, Silent Witness, A Good Girls Guide to Murder, and Industry. Looking
ahead, the pipeline for H2 is strong, albeit with shorter production lead
times than in previous years.

 

Our continued focus on integrating the Group's businesses and leveraging
synergies position us well to respond to client needs while maintaining
competitive strength.

 

Board and People

In July 2025, Marsden Proctor, the Company's Chief Executive Officer, stepped
down as a director of the Company. I would like to thank him for his service
as CEO and wish him every success in the future. We are actively undertaking a
formal process to appoint a permanent CEO and, in the interim, I have assumed
the role of  Executive Chairman. I will continue in this capacity until a
permanent successor is identified, and an appropriate handover period
completed.

 

On 29 August 2025, we announced that Neil Evans, the Company's Chief Financial
Officer, has decided to step down as a Director of the Company and will leave
the Group on 31 October 2025. The Board has commenced a recruitment process
for a permanent replacement and in the meantime, we have recruited interim
support to maintain and develop financial discipline at ADF. On 1 September
2025 James Long was promoted to the position of Group Chief Operating Officer
and was appointed as a Director of the Company.

 

The Board is confident that the Company is being managed efficiently during
this transitional period, with a highly experienced and stable senior
leadership team. The Board has put in place robust governance arrangements and
clear lines of responsibility to ensure the continuity of operations and
strategy execution. The depth of talent across the business provides
additional stability and ensures the smooth running of day-to-day operations.

 

I would like to thank the teams at ADF for their resilience, hard work, and
commitment during a period of significant industry disruption. Their efforts
have ensured that the Group remains well placed to capitalise on opportunities
as conditions stabilise.

 

Outlook

The Group's performance in Q1 continued to be impacted by industry-wide
production delays, but the improvement seen in Q2 and the continuation of this
trend into H2 indicates that the market is starting to recover. Cost pressures
remain but with shorter lead times and procurement cycles, and with excess
capacity reducing we anticipate that pricing will recover in the short and
medium term. Whilst the timing and budgets for projects continue to be
uncertain, the Board currently expects performance for FY25 to be in line with
market expectations.

 

Russell Down

Executive Chairman

Financial performance

 

Summary

 

The financial results for the 6 months ended 30 June 2025 reflect an ongoing
challenging market for the Film and HETV industry, however activity levels are
beginning to normalise following several years of unrest with Covid, industry
strikes and the general economic outlook. The results for the 6 months to 30
June 2025 are set out below:

 

 Group P&L (thousands)                   H1-FY25   H1-FY24  H2-FY24
  Revenue
   CAD Services                          10,792    11,548   13,385
   Location One                          3,126     3,638    4,073
   Autotrak                              3,450     0        2,558
                                         17,368    15,186   20,016
  Cost of sales                          (11,634)  (9,825)  (12,510)
  Gross profit                           5,734     5,361    7,506
  Gross margin                           33.0%     35.3%    37.5%
  Admin expenses                         (3,550)   (2,822)  (2,888)
  Adj. EBITDA                            2,184     2,539    4,618
  Adj. EBITDA margin                     12.6%     16.7%    23.1%
   Impairment of goodwill                0         0        (2,449)
   Gain of deferred consideration        0         0        60
   Expenses in respect of acquisitions   0         0        (493)
  Other non-recurring expenses           (40)      0        0
  Share based payments                   62        (84)     (25)
  EBITDA                                 2,206     2,455    1,711
  Depreciation & amortisation            (3,225)   (2,569)  (2,934)
  EBIT                                   (1,019)   (114)    (1,223)
  Finance expenses                       (968)     (682)    (819)
  Profit before tax                      (1,987)   (796)    (2,042)
  Tax (charge) /credit                   864       186      (401)
  Profit after tax                       (1,123)   (610)    (2,443)

 EPS - pence                             (1.04)    (0.75)   (2.27)
 Diluted EPS - pence                     (1.04)    (0.75)   (2.27)

 

H1- FY25

The market continued to be competitive during H1-FY25, with excess capacity
and suppliers discounting to secure work. Revenues for the period reflected
the slow start to the year in Q1 with some delays in production start dates
carried over from Q4-FY24.

 

Revenues in Q1-FY25 were slightly ahead of Q1-FY24. Like for like sales for
the core businesses, CAD Services Limited and Location One Limited, were down
16%. Revenues in Q2-FY25, including Autotrak (which was acquired in September
2024), were 24% ahead of the same period in FY24. Revenues in Q2-FY25 in CAD
Services Limited were up 2%, and Location One Limited were down 14%.

 

 Sales FY25    Q1       Q2
 CAD           £4,551   £6,241
 Autotrak      £1,340   £2,109
 Location One  £1,348   £1,779
               £7,239   £10,129

 Sales FY24    Q1       Q2
 CAD           £5,442   £6,106
 Autotrak      £0       £0
 Location One  £1,564   £2,074
               £7,006   £8,180

Gross margins reduced from 35.3% in H1-24 to 33.0% in H1-25 as a result of the
competitive pressure on rental rates, together with rising costs including the
increase in employers national insurance rates in April 2025. In addition,
following the increase in the National Living Wage in April 2025, we increased
rates of pay for our Base staff, to ensure pay rates remained competitive and
to improve retention.

The senior management team continued to monitor costs closely through the
period and limited non-essential expenses to ensure overheads remained tightly
controlled. Total overheads were 20.4% of revenue, up on H1-FY24 (18.6%).

Depreciation and amortisation increased from £2,569K in H1-FY24 to £3,225K
in H1-FY25. £525K of the increase relates to the depreciation in Autotrak.

Net interest expense increased from £682K in H1-FY24 to £968K in H1-FY25.
The increase is a result of additional hire purchase ("HP") interest from new
HP leases across the period together with a number of new IFRS16 leases.
£191K of the increase relates to notional interest on the deferred
consideration relating to the Autotrak acquisition.  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 H2-FY24 was £2.0 million,
(H1-FY24: loss of £0.8 million). There is a tax credit of £864K in H1-FY25
and hence the loss after tax is £1,123K (H1-FY24: loss of £610K).

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 H1-FY25 was £2.2 million (12.6% EBITDA
margin) compared to H1-FY24 at £2.5 million (16.7% EBITDA margin).

A reconciliation of Adjusted EBITDA is shown below:

 

 Adjusted EBITDA £000's          H1-FY25  H1-FY24  H2-FY24
 Revenue                         17,368   15,186   20,016
 Loss before tax                 (1,987)  (796)    (2,042)
 Add back:
 Finance expenses                968      682      819
 Depreciation and amortisation   3,225    2,569    2,934
 Impairment of goodwill          -        -        2,449
 Gain on deferred consideration  -        -        (60)
 Other non-recurring expenses    40       -        493
 Share based payments            (62)     84       25
 Adjusted EBITDA                 2,184    2,539    4,618
 Adjusted EBITDA %               12.6%    16.7%    23.1%

 

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 £000's                                    H1-FY25   H1-FY24   % Change  H2-FY24
 Facilities - Main packages                         £6,965    £7,494    -7%       £9,064
 Facilities - Additional sales                      £3,813    £4,016    -5%       £4,315
 Facilities - Other income                          £14       £38       -62%      £7
 Facilities - Total                                 £10,792   £11,548   -7%       £13,385
 Location Equipment hire (Location One)             £3,127    £3,638    -14%      £4,073
 Ground Protection hire (Autotrak)                  £3,449    £0        0%        £2,558
 Total Revenue                                      £17,368   £15,186   14%       £20,016
 Uplift on main packages % (see explanation below)  55%       54%                 48%

 

Uplift % is an important metric being the increase in total facilities sales
from the initial main packages. This improved slightly in H1-FY25 to 55% from
54% in the same period last year.

 

Revenue Mix

ADF worked on 48 productions in H1-FY25, compared to 38 in the same period in
FY24. The average value of productions in H1-FY25 was £225K compared to
£304K in the same period in FY24 with the mix of different productions
undertaken over the period. The split of productions across the revenue bands
is shown below:

 

 CAD Services - Production value             H1-FY25  H1-FY24  H2-FY24
 £0 - £500k                                  36       31       50
 £500k - £1.0m                               8        5        -
 £1.0m - £1.5m                               3        1        -
 £1.5m - £2.0m                               -        -        -
 £2.0m - £2.5m                               1        1        -
 £2.5m - £3.0m                               -        -        -
                                             48       38       50

 Other Sales Information                     H1-FY25  H1-FY24  H2-FY24
 Average revenue per production £000s        £225     £304     £268
 Total Productions in the UK                 148      165      207
 Market share - based on no. of productions  32%      23%      24%

 

Operational Metrics

With the slow start to the year and competitive market, a decision was made to
decommission a proportion of the vehicle and trailer fleet and place into
temporary storage. 154 assets in the core ADF fleet were decommissioned to
reduce maintenance and compliance costs. This programme was completed in May
2025 and remains under review in order to ensure that we retain the optimal
fleet size to maximise both financial and operational performance.

 

Utilisation rates over H1-FY25 reflected the slower market; utilisation rates
in Q1 were 34%, increasing to 47% in Q2 (excluding the decommissioned fleet).
Utilisation rates have improved since the period end and are expected to
increase over the remainer of FY25.

 

Share Based Payments & Non-Recurring Expenses

Share-based payments in H1-FY25 related to options granted to certain
executive directors in Facilities by ADF Plc and Location One Limited in April
2024. The charge for the period has been adjusted to reflect the lower
probability of performance targets being met. During FY25 a number of Board
changes have been made. The associated costs associated along with the related
recruitment fees will be treated as non-recurring costs.

 

Dividend & Earnings Per Share

On 2 June 2025, the Board recommended a Final Dividend of 0.5 pence per
Ordinary Share. (FY24 Interim Dividend: 0.5 pence per Ordinary Share). The
total dividend for the year ended 31 December 2024 was 1.0 pence per Ordinary
Share. The final dividend was paid on 13 August 2025 to shareholders on the
register at close of business on 25 July 2025.

 

The Board has declared an interim dividend of 0.3 pence per share in respect
of the six months ended 30 June 2025 (the "Interim Dividend") which amounts to
£323,468. The Interim Dividend will be paid on 30 January 2026, with a record
date of 9 January 2026 and an ex-dividend date of 8 January 2026.

 

Capital Expenditure

During H1-FY25, ADF acquired new equipment with a cost of £2.8 million of
which £2.3 million related to Autotrak, who acquired a further 2,000
aluminium panels, increasing their overall capacity by 12%. These panels were
financed using ADF's hire purchase facility with HSBC, the Company's banking
partner. Other capex was limited to essential maintenance spend only.

 

Capital expenditure for the remainder of 2025 is expected to be very limited,
the only significant addition being a fully developed prototype of an
Executive Single Artiste Trailer ("ESAT") for the top end of the feature film
market.

 

ADF held 33 units in the Assets Under Construction heading on the balance
sheet at the end of H1-FY25. For operational reasons, these have not been put
into service yet. The value of these units at the period-end was £3.2
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

 

The difficult operating environment in H1-FY25 impacted on cash flow,
necessitating financial discipline and a focused approach to cash management.

 

Net debt, excluding IFRS 16 leases at the end of H1-FY25 reduced to £13.2
million (FY-24 year-end: £13.8 million). Hire purchase liabilities reduced
from £16.1 million at the end of FY24 to £14.6 million at the end of
H2-FY25, and cash balances reduced from £2.3 million to £1.4 million.

 

 

Neil Evans FCA

Chief Financial Officer

 

FACILITIES BY ADF PLC

UNAUDITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE SIX MONTHS ENDED 30 JUNE 2025

                                                                    Six months ended                      Six months ended

                                                                    30 June 2025 (unaudited) £'000        30 June 2024 (unaudited) £'000

                                                         Note

 Revenue                                                 3          17,368                                15,186
 Cost of sales                                           4          (11,634)                              (9,825)
 Gross profit                                                       5,734                                 5,361

 Administrative expenses                                            (6,775)                               (5,391)
 Non-recurring expenses                                  5          (40)                                  -
 Share based payment expense                             11         62                                    (84)
 Operating loss                                                     (1,019)                               (114)

 Finance expense                                                    (968)                                 (682)
 Loss before taxation                                               (1,987)                               (796)
 Taxation                                                           864                                   186
 Loss for the period                                                (1,123)                               (610)

 Earnings per share for loss attributable to the owners
 Basic loss per share (pence)                            6          (1.04)                                (0.75)
 Diluted loss per share (pence)                          6          (1.04)                                (0.75)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FACILITIES BY ADF PLC

UNAUDITED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2025

                                Note      As at                 As at

                                          30 June               31 December 2024

                                          2025                  (audited)

                                          (unaudited)           £'000

                                          £'000
 Assets
 Current assets
 Inventories                              681                   680
 Trade and other receivables              4,725                 3,131
 Cash and cash equivalents                1,377                 2,344
 Total current assets                     6,783                 6,155

 Non-current assets
 Property, plant and equipment  7         16,646                15,268
 Right-of-use assets            8         32,039                32,338
 Intangible assets              9         20,388                20,450
 Total non-current assets                 69,073                68,056

 Total assets                             75,856                74,211

 Liabilities
 Current liabilities
 Trade and other payables                 8,514                 4,264
 Lease liabilities              8         5,579                 5,247
 Corporation tax                          740                   461
 Total current liabilities                14,833                9,972

 Non-current liabilities
 Other provisions                         42                    42
 Lease liabilities              8         19,405                20,355
 Contingent consideration                 6,645                 6,454
 Deferred tax liabilities                 2,410                 3,682
 Total non-current liabilities            28,502                30,533

 Total liabilities                        43,335                40,505

 Net Assets                               32,521                33,706

 Equity
 Called up share capital        11        1,078                 1,078
 Share premium                            25,174                25,174
 Share based payment reserve    11        1,506                 1,568
 Merger reserve                           2,706                 2,706
 Retained earnings                        2,057                 3,180
 Total equity                             32,521                33,706

 

 

 

FACILITIES BY ADF PLC

UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE SIX MONTHS ENDED 30 JUNE 2025

 

                                                                                                   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 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                                                   210             10,290          -                            -                -                   10,500
 Business acquisition                                              59              -               -                            3,106            -                   3,165
 Costs of issue of shares                                          -               (663)           -                            -                -                   (663)
 Share based payment charge on long term incentive program  11     -               -               109                          -                -                   109
 Deferred tax on share options                                     -               -               -                            -                (52)                (52)
 Dividends                                                         -               -               -                            -                (1,267)             (1,267)
 Balance at 31 December 2024 (audited)                             1,078           25,174          1,568                        2,706            3,180               33,706

 Balance at 1 January 2025                                         1,078           25,174          1,568                        2,706            3,180               33,706
 Comprehensive Income
 Loss for the period                                               -               -               -                            -                (1,123)             (1,123)
 Transactions with owners
 Share based payment charge on long term incentive program  11     -               -               (62)                         -                -                   (62)
 Balance at 30 June 2025 (unaudited)                               1,078           25,174          1,506                        2,706            2,057               32,521

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FACILITIES BY ADF PLC

UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED 30 JUNE 2025

                                                             Note      Six months ended      Year ended

                                                                       30 June               31 December 2024

                                                                       2025                  (audited)

                                                                       (unaudited)           £'000

                                                                       £'000
 Cash flows from operating activities
 Loss before taxation from continuing activities                       (1,987)               (2,838)
 Adjustments for non-cash/non-operating items:
 Depreciation of property, plant and equipment               7         1,426                 2,117
 Amortisation of right-of-use assets                         8         1,737                 3,327
 Amortisation of intangible assets                           9         62                    59
 Impairment of goodwill                                      9         -                     2,449
 (Profit)/loss on disposal of property, plant and equipment  7         (19)                  101
 Loss on disposal of right of use assets                     8         -                     113
 Share based payment (credit)/charge                         11        (62)                  109
 Fair value gain on deferred consideration                             -                     (60)
 Finance expense                                             8         968                   1,501
                                                                       2,125                 6,878
 Increase in inventories                                               (1)                   (104)
 (Increase)/decrease in trade and other receivables                    (1,595)               4,176
 Increase in trade and other payables                                  4,443                 735
 Income tax                                                            (129)                 (186)
 Net cash generated from operating activities                          4,843                 11,449
 Cash flows from investing activities
 Purchase of property, plant and equipment                   7         (2,231)               (1,105)
 Purchase of intangible assets                               9         -                     (76)
 Purchase of right-of-use assets 1  (#_ftn1)                 8         (58)                  (273)
 Proceeds from sale of property, plant and equipment                   151                   -
 Cost of business acquisition                                          -                     (13,377)
 Net cash used in investing activities                                 (2,138)               (14,831)
 Cash flows from financing activities
 Proceeds from ordinary share issue                                    -                     10,500
 Cost of share issue                                         8         -                     (662)
 Payments on lease liabilities                               8         (2,704)               (5,692)
 Interest paid on lease liabilities                                    (741)                 (1,405)
 Interest on deferred consideration                                    (191)                 (96)
 Bank interest paid                                                    (36)                  -
 Hire purchase re-financing 2  (#_ftn2)                                -                     765
 Dividends paid                                                        -                     (1,267)
 Net cash used in financing activities                                 (3,672)               2,143
 Net decrease in cash and cash equivalents                             (967)                 (1,189)
 Cash and cash equivalents at beginning of period                      2,344                 3,533
 Cash and cash equivalents at end of period                            1,377                 2,344

FACILITIES BY ADF PLC

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED 30 JUNE 2025

 

1       General Information

 

The Facilities by ADF Plc (the "Company") 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 principal activity of the Company and its subsidiaries (together, the
"Group") continues to be the supply of equipment for television and film
productions.

2       Summary of significant accounting policies

 

2.1       Basis of preparation

 

The unaudited interim financial information presents the financial results of
the Group for the six-month period to 30 June 2025. This financial information
has been prepared in accordance with UK-adopted International Accounting
Standards and are presented on a condensed basis. All values are rounded to
the nearest thousand (£'000) except where otherwise indicated.

 

The financial information presented in this interim financial report for the
period ended 30 June 2025 does not constitute statutory accounts, within the
meaning of section 434 of Companies Act 2006. These interim financial
statements do not include all of the information required for a complete set
of financial statements prepared in accordance with IFRS Standards. However,
selected explanatory notes are included to explain events and transactions
that are significant to an understanding of the changes in the Group's
financial position and performance since the last annual consolidated
financial statements.

 

The Annual Report and Financial Statements for the year ending 31 December
2024 have been filed with the Registrar of Companies. The Independent
Auditor's Report on the Annual Report and Financial Statement ended 31
December 2024 was Unqualified.

 

2.2       Accounting policies

 

The accounting policies are consistent with those followed in the preparation
of the Annual Report and Financial Statements for the year ending 31 December
2024, which are filed with the Registrar of Companies.

 

2.3       Going concern

 

The interim 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 a 12-month period
from the date of approval of these interim financial statements and such
forecasts 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.

 

Furthermore, the Directors have considered the ongoing impact of the current
macro-economic factors on the Group's forecast cashflows and liabilities,
concluding that these have no material impact on the Group due to the nature
of its long-term operations.

 

The Directors are continuing to focus on the continuation of the organic
growth experienced in recent years. The Company acquired a new a business in
the financial period ending 31 December 2024 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 the Group's biggest productions. In
addition, Management agreed an extended overdraft facility of £1 million
effective from 15(th) April 2025 to providing additional working capital as
the business ramped up for the summer season.

 

2.4       Critical accounting judgements and estimates

The preparation of the interim financial information requires the use of
certain critical accounting estimates. It also requires 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 interim
financial information are reasonable and prudent.

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 interim financial
information are consistent with those followed in the preparation of the
Annual Report and Financial Statements for the year ending 31 December 2024
which are filed with the Registrar of Companies.

 

3       Revenue from contracts with customers

 

All of the Group's revenue was generated from the provision of equipment and
services in the UK in the period ended 30 June 2025 and 30 June 2024. 5
customers make up 10% or more of revenue in the period ending 30 June 2025 (30
June 2024: 3). Management considers revenue is derived from one source being
that of hire of equipment and facilities (30 June 2024: One).

 

Revenue from customers

                      Six months ended                  Six months ended

                      30 June 2025 (unaudited) £'000    30 June 2024 (unaudited) £'000
 Customer 1           2,537                             4,011
 Customer 2           3,610                             3,355
 Customer 3           1,877                             2,626
 Customer 4           2,122                             515
 Customer 5           1,833                             223
 All other customers  5,389                             4,456
                      17,368                            15,186

 

 Timing of transfer of goods or services  Six months ended                  Six months ended

                                          30 June 2025 (unaudited) £'000    30 June 2024 (unaudited) £'000
 Services transferred over time           17,368                            15,186
                                          17,368                            15,186

1

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 and as such prior to this only two reporting segments existed.
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.

                       Six months ended                  Six months ended

                       30 June 2025 (unaudited) £'000    30 June 2024 (unaudited) £'000

 Revenue
 Hire of facilities    10,792                            11,548
 Location One          3,126                             3,638
 Autotrak              3,450                             -
                       17,368                            15,186

 Cost of sales profit
 Hire of facilities    (7,772)                           (7,619)
 Location One          (2,097)                           (2,206)
 Autotrak              (1,765)                           -
 Gross Profit          5,734                             5,361

 

5       Non-recurring expenses

 

The Group incurred £40,021 non-recurring expenses during the period to 30
June 2025 (30 June 2024: £Nil). The costs in the period relate to additional
expenditure in respect of settlement payments to former Directors totalling
£29,552 and additional amounts totalling £10,469 in respect of redundancy
fees.

 

                         Six months ended           Six months ended

                         30 June 2025 (unaudited)   30 June 2024 (unaudited)

                         £'000                      £'000
 Non-recurring expenses  40                                              -

 

6       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 period. Diluted EPS includes the impact
of outstanding share options. The basic and diluted earnings per share are the
same given the loss in each period, making the outstanding share options and
warrants anti-dilutive.

 

                                                 Six months ended           Six months ended

                                                 30 June 2025 (unaudited)   30 June 2024 (unaudited)

                                                 £                          £
 Basic
 Loss attributable to owners of the parent (£)   (1,122,745)                (609,938)
 Weighted average shares in issue                107,822,776                80,907,418
 Basic loss per ordinary share (pence)           (1.04)                     (0.75)

 Diluted
 Loss attributable to owners of the parent (£)   (1,122,745)                (609,938)
 Shares in issue                                 107,822,776                80,907,418
 Diluted loss per ordinary share (pence)         (1.04)                     (0.75)

 

7       Property, plant, and equipment

 

                             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 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(3)                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

 Cost
 At 1 January 2025           595                                 16,305                         3,823                           308                                 733                    181                        21,945
 Additions                   4                                   2,011                          3                               3                                   -                      209                        2,230
 Transfers(3)                -                                   1,175                          -                               -                                   -                      (38)                       1,137
 Disposals                   -                                   (352)                          (196)                           (31)                                -                      -                          (579)
 At 30 June 2025             599                                 19,139                         3,630                           280                                 733                    352                        24,733

 Depreciation
 At 1 January 2024           139                                 5,302                          961                             74                                  201                    -                          6,677
 Charge for the period       56                                  1,039                          231                             36                                  64                     -                          1,426
 Transfers(( 3  (#_ftn3) ))  -                                   431                            -                               -                                   -                      -                          431
 Disposals                   -                                   (228)                          (188)                           (31)                                -                      -                          (447)
 At 30 June 2024             195                                 6,544                          1,004                           79                                  265                    -                          8,087

 Net book amount
 At 30 June 2025                             404                             12,595                          2,626                              201                 468                    352                                 16,646
 At 31 December 2024         456                                 11,003                         2,862                           234                                 532                    181                        15,268

Depreciation is charged to administrative expenses within the statement of
Comprehensive Income.

 

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.

8       Leases

 

Right-of-use assets

                        Leasehold Property  Motor Leasehold  Hire Fleet and Motor Vehicles              Assets under construction     Total

                        £'000               £'000            £'000                          Equipment     £'000                      £'000

£'000
 Cost
 At 1 January 2024      10,132              161              28,066                         147         875                        39,381
 Additions              662                 554              2,307                          -           3,028                      6,551
 Transfers(4)           -                   -                (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 year    945                 78               2,270                          34          -                          3,327
 Transfers(4)           -                   -                (1,575)                        -           -                          (1,575)
 Disposals              (194)               (51)             (36)                           -           -                          (281)
 At 31 December 2024    2,721               175              6,366                          63          -                          9,325

 Cost
 At 1 January 2025      10,600              664              27,374                         147         2,878                      41,663
 Additions              1,206               17               316                            202         403                        2,144
 Transfers(4)           -                   -                (748)                          -           (389)                      (1,137)
 Disposals              (41)                                                                                                       (41)
 At 30 June 2025        11,765              681              26,942                         349         2,892                      42,629

 Depreciation
 At 1 January 2025      2,721               175              6,366                          63          -                          9,325
 Charge for the period  520                 93               1,098                          26          -                          1,737
 Transfers(4)           -                   -                (431)                          -           -                          (431)
 Disposal               (41)                -                -                              -           -                          (41)
 At 30 June 2025        3,200               268              7,033                          89          -                          10,590

 Net book amount
 At 30 June 2025        8,565               413              19,909                         260         2,892                      32,039
 At 31 December 2024    7,879               489              21,008                         84          2,878                      32,338

 

 

4 Transfers are made between Property, Plant, and Equipment, and
Right-of-Use-Assets whereby the amounts transferred between asset type are
identical.

Lease liabilities

                                      Leasehold Property                    Hire Fleet and Motor Vehicles                 Total

                                      £'000               Motor Leasehold   £'000                                        £'000

                                                          £'000                                            Equipment

£'000

 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

 At 1 January 2025                    8,860               493               16,166                         83          25,602
 Additions                            1,206               17                661                            202         2,086
 Interest expense                     243                 8                 484                            6           741
 Lease payments (including interest)  (551)               (102)             (2,762)                        (30)        (3,445)
 At 30 June 2025                      9,758               416               14,549                         261         24,984

 

9       Intangible assets

                                                            Customer relationships £'000   Software     Total

                                          Goodwill £'000                                   £'000       £'000
 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

 Cost
 At 1 January 2024                        22,842            989                            167       23,998
 At 30 June 2025                          22,842            989                            167       23,998

 Amortisation
 At 1 January 2025                        3,468             32                             48        3,548
 Charge for the period                    -                 48                             14        62
 At 30 June 2025                          3,468             80                             62        3,610

 Net book amount

 At 30 June 2025                          19,374            910                            104       20,388
 At 31 December 2024                      19,374            957                            119       20,450

1

10     Capital commitments and contingencies

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.

 

As at 30 June 2025 the Group committed to new fleet capital expenditure orders
of £0.6 million for the remainder of the year.

 

The Group entered into an extended overdraft facility of £1.0 million
effective from 15 April 2025. As at 30 June 2025, the facility was undrawn,
with the full amount available for use. The facility is secured by a fixed and
floating charge over all assets of the Group and is subject to its next
scheduled review in October 2025.

 

The Group held no other additional capital, financial and or other commitments
at 30 June 2025.

 

11     Share capital

 

 Ordinary Shares of 1p each                                                  £'000
 Allotted, called up and fully paid
 At 1 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

 At 1 January 2025                                                           1,078
 At 30 June 2025                                                             1,078

 

All classes of shares have full voting, dividends, and capital distribution
rights.

 

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 not granted any new share options and no options were exercised
or forfeited during the period ending 30 June 2025. Details of all outstanding
options are included in the Group's FY24 Annual Report and Accounts which are
available at https://facilitiesbyadf.com.

Expense related to Options

A credit of £61,809 (30 June 2024: expense of £83,832) has been recognised
in the Statement of Comprehensive Income in respect of the LTIP Options
issued. This includes an expense of £28,609 for Options issued in March 2024,
and a £90,418 write back of those Options issued in March 2024 of which
management estimate will 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.

12     Post balance sheet events

 

On 29 July 2025 Marsden Proctor, the Company's Chief Executive Officer,
stepped down as a Director of the Company and left the Group with immediate
effect. The Board of the Company has commenced a recruitment process for a
permanent replacement.

Russell Down, Non-executive Chairman, has been appointed Executive Chairman.
He will revert to non-executive status on conclusion of the recruitment
process and following an appropriate handover period.

 

On 1 September 2025 James Long was promoted to the position of Group Chief
Operating Officer and was appointed as a Director of the Company.

 

On 29 August 2025, it was announced that Neil Evans, the Company's Chief
Financial Officer, has decided to step down as a Director of the Company and
will leave the Group on 31 October 2025. The Board has commenced a recruitment
process for a permanent replacement.

 

 1  (#_ftnref1) 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 8.

(( 2  (#_ftnref2) )) 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.

(#_ftnref3) 3 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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