Company Announcements

Half year results

Source: RNS
RNS Number : 2088E
Facilities by ADF plc
16 September 2024
 

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.

 

16 September 2024

 

Facilities by ADF plc

 

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

 

Half year results for the six months ended 30 June 2024

                                                                                                                                                                           

Facilities by ADF, the leading provider of premium serviced production facilities to the UK film and high-end television industry ("HETV") announces its unaudited half year results for the six months ended 30 June 2024 (H1-FY24).

 

Financial highlights

 

£m

H1-FY24

H1-FY23

Change

H2-FY23

Change

Group revenue

15.2

21.8

(30%)

13.0

17%

Adjusted EBITDA*

2.5

5.8

(57%)

1.5

67%

Adjusted EBITDA %

17%

27%

(37%)

12%

42%

(Loss)/ profit Before Tax

(0.8)

2.7

(130%)

(2.1)

62%

(Loss)/ earnings per share - basic

(0.75) pence

3.2 pence

(124%)

(2.2) pence

66%

Interim dividend per share

0.5 pence

0.5 pence

-

0.9 pence

-

 

Operational highlights

 

·     

Despite disruptions in the Film and HETV industry due to the Hollywood writers and actors strike (the "Strikes"), which ran from 2 May 2023 to 9 November 2023, the Group delivered a resilient performance as market conditions began to normalise with revenue up 17% to £15.2m from H2-FY23.

 

·     

Continued successful integration of Location One Ltd into the Group leading to a significant increase in joint production activity, validating ADFs One-Stop-Shop approach.

 

·     

ADF officially opened its flagship Longcross site with a ceremony for its customers, suppliers and investors, enabling the Group to deliver greater transport efficiencies for its customers and ongoing operational benefits to the business.

 

·     

Supported 38 high-profile productions across H1-FY24 including Legacy, The Diplomat, Wolf Hall Season 2, Slow Horses, Silent Witness, The Witcher, Signal and Call the Midwife.

 

Post period end

 

·     

Successfully completed the acquisition of Autotrak Portable Roadways ("Autotrak"), one of the UK's leading portable roadway suppliers, on 10 September, raising £10m from an oversubscribed placing and a further £0.5m from a retail offer.

 

·     

The acquisition is a further step in delivering on ADF's strategy to be a One-Stop-Shop and endorses the Group's aspirations of generating £100m revenue in the medium term.

 

Outlook

 

·     

The UK film and TV industry remains robust, with approximately £9.5bn expected to be invested in production over the next five years, driven by continued global demand.

 

·     

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

 

·     

Trading at the end of H1-FY24 finished strongly, with the order book for the second half of the year building well across the summer months as momentum returns across the market following the Strikes.

 

·     

Continued to develop and progress a pipeline of other complimentary acquisitions to further support delivery of the Group's medium term growth aspirations.

 

·     

Continued confidence in the Group's delivery of performance in the full year in line with market expectations.

 

Commenting, Marsden Proctor, CEO, said:

 

"We are proud of the performance delivered in H1-FY24, demonstrating the Group's resilience and leading market position as the Film and HETV industry continues to recover from the impact of last year's strike disruptions. With the market normalising, we continue to be well-positioned to achieve our goal of becoming a One-Stop-Shop, which is further strengthened by our strategic acquisition of Autotrak post-period end. This most recent acquisition allows us to bring further compelling and enhanced product and service offerings to all our customers; on behalf of the Board, I would like to thank both new and existing shareholders for their support in making this possible.

 

"As we continue to invest in our fleet and explore further acquisition opportunities, alongside the increased investment anticipated across the industry in the UK in the coming years, we remain confident in achieving our aim of generating £100m revenue in the medium-term."

 

 

*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

Marsden Proctor, Chief Executive Officer

Neil Evans, Chief Financial Officer

John Richards, Chairman

 

via Alma

Cavendish Capital Markets (Nomad and Broker)

Ben Jeynes / George Lawson / Hamish Waller - Corporate Finance

Michael Johnson / Sunila de Silva / George Budd - Sales / ECM

 

Tel: +44 (0)20 7397 8900

 

Alma Strategic Communications

Josh Royston

Hannah Campbell

Robyn Fisher  

Tel: +44 (0)20 3405 0205

facilitiesbyadf@almastrategic.com

 


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 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.

 

 

Chief Executive Officer's review

 

Overview

 

The Group delivered a good performance in H1-FY24 as the business ramps back up following the disruption to the film and HETV industry caused by the now resolved strike action in FY23. As market conditions normalise through H2-FY24, and regular business resumes, we are able to continue to execute on our goal of becoming a One-Stop-Shop, demonstrating the resilience of the Group.

 

Delivering against growth strategy

 

The Group has ambitions to continue to grow organically through further investment into its revenue-generating vehicle fleet, and also through appropriate acquisitions. We remain focused on improving our planning, sales and financial systems through a bespoke planning system (BMS) with our external IT partner ITCS, streamlining our booking system, and helping to ensure we can provide our customers with the very best level of customer service.

 

Acquisition of Autotrak Portable Roadways Limited

 

In September 2024, ADF acquired one of the UK's market-leading portable roadway suppliers, Autotrak, for a maximum consideration of £21.3 million. This acquisition marks a significant step in the Company's strategy to diversify its product offerings and expand its customer base beyond the film and HETV industry. We raised a £10.0 million by way of an oversubscribed placing to part-fund the acquisition. A further £0.5 million was also raised from an oversubscribed retail offer which has provided ADF with additional capital to continue to execute upon the Group's growth strategy. We are grateful to all new and existing shareholders that took part, enabling ADF to accelerate our growth plans and deliver for our shareholders. Autotrak is one of the largest suppliers of portable roadway panels to the film and TV industry in the UK. The temporary roadway market is experiencing substantial growth, driven by infrastructure projects, events, and industrial activity.

 

The initial consideration for the acquisition comprised £10.0 million payable in cash and the issue of 5,915,357 consideration shares. Contingent consideration deferred over three years from completion of an aggregate of up to £4.2 million is payable in cash in equal annual tranches contingent on maintenance of forecasted levels of adjusted EBITDA performance from FY 2025 to FY 2027. In addition, earnout consideration of up to £4 million in aggregate is payable in cash in FY28 based on growth in adjusted EBITDA performance from FY 2025 to FY 2027.

 

The acquisition is a further endorsement of ADF's aspirations of generating £100m revenue in the medium-term and it is anticipated to be significantly Earnings Per Share (EPS) accretive following Autotrak's full integration into the Group.

 

Autotrak is a 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.

 

ADF already enjoys an excellent working relationship with Autotrak whose customer base and strong financial metrics speak to the high quality of its offering and people behind it. I am pleased to report that joint customer conversations are already underway, with positive initial feedback from customers and prospects for our new Group. Alongside Location One, this acquisition will further enable us to provide the very best services the industry has to offer under one roof and moves us towards becoming a One-Stop-Shop to the UK film and HETV industry, as well as diversifying our customer base into the events industry.

 

The Group continues to have a strong pipeline of further potential complimentary acquisition opportunities, and these will remain under consideration in our ongoing discussions.

 

The market opportunity

 

Although the impact of the FY 2023 strikes on the film and HETV industry carried on into the start of FY 2024, with producers having to reorganise the schedules of all relevant parties, the underlying market drivers remain strong which underpin 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. Over the next five years, approximately £9.5 billion is expected to be invested in UK film and television in London alone (Film London). The BFI also recently reported UK film and HETV production spend for the quarter to June 2024 of £2.9 billion, a threefold increase from the £0.9 billion spend of the previous quarter. This trend is attributable to the gradual return to production following the US writers' and actors' strikes.

 

In its quarterly report to June 2024, Pinewood Studios also pointed to a recovery from the strikes. The studio, which owns Shepperton Studios, recorded £49 million in revenue for the quarter ended June 2024 a 38% annual increase on the prior year, driven by expanded studio space. Annual turnover reached £147 million, with adjusted EBITDA rising to £86 million.

 

Further studio expansion in the UK includes Amazon Prime/MGM which acquired Bray Studios, where "The Lord of the Rings: The Rings of Power" is filmed. The Berkshire site includes substantial sound stage, workshop, office, and backlot space. Disney also plans to invest $5 billion over the next five years in UK and European productions, following the success of recent films like "Inside Out 2" and "Deadpool & Wolverine."

 

Government support including tax incentives and funding for film and TV production in the UK also highlight the long-term opportunities in the industry and we expect the UK's new labour government to continue supporting this industry. The UK government has enhanced tax incentives for film and high-end TV productions, making the country an even more attractive location for streamers. 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 will need an additional 2.6 million square feet of studio space by 2028 to meet industry demand.

 

Competitive strength

 

We remain the provider of choice for many in the UK for large scale and quality productions as evidenced by the Group's current order book. This position, has taken many years to establish, enabling high barriers to entry, and allowing us to benefit from high valued productions and customers. Our growth strategy means we have been able to implement the right infrastructure to support continued successful customer delivery and sustained strategic expansion.

 

To deliver such a high quality of service to our customers and successfully compete at this level, the quality, and more importantly compliance of a supplier's vehicle fleet needs meet the highest applicable standards. ADF prides itself upon the strength of its vehicle fleet and excellent customer service, which allows the Company to have positive and pro-active dialogue with its customers which include some of the world's largest traditional and on-demand production companies and positions us well to capture a growing proportion of the expanding market. With the addition of Location One's services, including waste and water management, power and lighting and fencing, we have become better equipped to support large scale productions. Now, with Autotrak part of the Group and providing complementary products and services, including ground protection and matting, to existing and new markets, the enlarged Group is better placed than ever, with the ability to deliver high volumes of equipment under one roof.

 

During H1-FY24, ADF was pleased to officially open its flagship Longcross site. The management team have been working extremely hard over the past year on this project, and to have finally realised our objective in securing the site with planning approval for further development, this is a significant achievement, and huge credit must be given to them. The five-acre site is close to the key intersection of the M25 and M3 which is ideally situated for servicing Longcross Studio (1.5 miles) along with all the major studios London, including Shepperton (7 miles), Pinewood (16 miles), Leavesden (26 miles) and Elstree (40 miles). Being based at Longcross has many advantages and enables us to deliver great transport efficiencies to the business and our customers and importantly helps reduce scope 3 carbon emissions.

 

We supported 38 high-profile productions across H1-FY24 including Legacy, The Diplomat, Wolf Hall Season 2, Slow Horses, Silent Witness, The Witcher, Signal and Call the Midwife. Our performance in the half, which was ahead of H2-FY23 levels, reflects the continued appetite for ADF's services to support large scale productions.

 

We report our Net Promotor Score (NPS), 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 for NPS, has described as 'world class'. We continue to perform extremely well, reflecting the skills, knowledge and expertise of our staff that enables us to remain the market leader.

 

Sustainability

 

Our clients entertain the world, and our mission is to support them with unparalleled service delivered by our exceptional team, all while prioritising sustainability and responsibility. To achieve this, we launched our 'Eco Set' ESG strategy in FY23, focusing on four key areas: climate and net zero, innovative client solutions, growth through learning, and making ADF a great place to work. We believe this approach will pave the way for a future where excellence and sustainability go hand in hand.

 

In our commitment to reducing emissions, we aim to be certified as Carbon Neutral from 2024 onwards. We're aligning with science-based targets to achieve a 50% reduction in carbon emissions per head by 2030, with a goal of reaching Net Zero by 2050.

 

We recognise that access to the film industry has been challenging for people with disabilities, and we are working closely with our clients to improve accessibility through bespoke accessible trailers, in partnership with UHC (Underlying Health Condition) and TAP (TV Access Project). The film industry has historically also lacked diversity, and we are dedicated to creating inclusive opportunities at ADF for all individuals. To further this commitment, we recently launched an inclusivity-focused campaign, driven by colleagues passionate about fostering a more diverse environment.

 

Our newly integrated ESG approach is led by our Chairman, John Richards, with the Board overseeing progress and embedding the strategy across the business.

 

I am deeply grateful to the ADF and Location One teams for their contributions to this strategy and for their passion in making a difference through the services we offer.

 

Outlook

 

Whilst the effects of the strikes continued into the first half of the current financial year, the Group's adjusted EBITDA performance in H1-FY24 was significantly ahead of H2-FY23, evidencing the continued growth in demand for ADF's services. The underlying market drivers still provide high confidence that demand will continue to expand over the medium term, underpinning our aspirations to generate £100m of revenue in this timeframe. To do this, we will continue to grow organically through continued investment in our revenue-generating fleet and appropriate investment in our healthy acquisition pipeline, in line with our strategy and robust evaluation criteria.

 

Trading in H2-FY24 continues to improve and over the course of the period we expect market conditions will return to be more in line with pre-strike levels, providing us confidence in delivering results for FY24 in line with market expectations.

 

Marsden Proctor

Chief Executive Officer



Financial performance

 

Summary

 

The financial results for the six months ended 30 June 2024 reflect the ongoing recovery following the US strikes, the effects of which continued to be felt into the first half of 2024. Revenue in H1-FY2024 of £15.2 million was 17% ahead of H2-FY23 (£13.0 million), but down 30% when compared with H1-FY23 (£21.8m) which was a period largely unaffected by the strikes, and indeed a record period for the business following the addition of Location One Ltd.

 

Sales performance was in line with ADF's budget and forecast for H1-FY24. The order book for the second half of FY24 has developed well through the summer as momentum continues to build across the market.

 

Profit margins also improved in H1-24 when compared with H2-23 (16.7% EBITDA margin vs. 11.9% in H2-FY23) as we supported larger productions which were more geographically 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 have also continued to limit our use of Agency HGV drivers, avoiding unnecessary block bookings and fully utilising ADF drivers, all of which has contributed to an improved EBITDA margin.

 

Nevertheless, overall direct labour costs did increase as a percentage of revenue (37% vs. 29% in H1-FY23) which was in part a result of the 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 is in excess of the National Living Wage.

 

More broadly, the senior management team continued to monitor costs closely through the period, as we limited non-essential expenses to bring Overheads in under budget. 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 £682K in H1-FY24. The increase is a result of additional HP interest from new HP leases to fund organic growth of our fleet. Interest rates on HP leases are not variable and fixed at the date the leases are taken out.

 

Location One continues to integrate into ADF's systems and processes with all expected efficiencies having been delivered through consolidation of IT, sales, CRM and reporting systems. The additional services within the Group, including waste and water management, power and lighting, and fencing, means we have become better equipped to support large scale productions. Furthermore, having one integrated platform for sales has led to successful joint bids for 29 productions in H1-FY24, up from nine in H1-FY23.

 

As a result of the above, the loss before tax for H1-FY24 was £0.8 million, (H1-FY23: profit of £2.7 million).

 

The taxation credit for H1-FY24 of £186k represents deferred tax only as the Group currently has excess (super deduction) capital allowances to cover its current taxable profits.

 

EBITDA

 

The Group measures performance based on EBITDA and Adjusted EBITDA. EBITDA is a common measure used by investors and analysts to evaluate the operating financial performance of companies. 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 or exceptional costs.

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-FY24 was £2.5 million (16.72% EBITDA margin) compared to H1-FY23 at £5.77 million (26.5%).

A reconciliation of Adjusted EBITDA is shown below:

 

Adjusted EBITDA £000's

H1-FY24

H1-FY23

H2-FY23

FY-23

Revenue

15,186

21,777

13,019

34,796

Profit/ (loss) before tax

(796)

2,737

(2,122)

615

Add back:

 




Finance expenses

682

625

771

1,396

Depreciation

2,557

2,350

2,628

4,978

Amortisation

12

9

9

18

Non-recurring expenses

-

23

235

258

Share based payments

84

29

30

59

Adjusted EBITDA

2,539

5,773

1,551

7,324

Adjusted EBITDA %

16.7%

26.5%

11.9%

21.0%

 

Revenue

 

ADF's overall revenue increased by 17% in H1-FY24 to £15.2m when compared with H2-FY23 (£13.0m), as the market began to build momentum following resolution of the US strikes in November 2023.

The table below shows the revenue between the two main facilities hire categories, being main packages (pre-agreed before filming) and additional sales (during the course of filming), plus other miscellaneous sales. Revenue for Location One is shown separately.

 

Turnover £M's

H1-FY24

H1-FY23

% Change

H2-FY23

FY23

Facilities - Main packages

£7.5

£10.1

(26%)

£6.4

£16.5

Facilities - Additional sales

£4.0

£6.4

(37%)

£3.3

£9.7

Facilities - Other income

£0.1

£0.1

~100%

£0.1

£0.2

Facilities - Total

£11.6

£16.6

(30%)

£9.8

£26.4

Location Equipment hire (Location One)

£3.6

£5.2

(31%)

£3.2

£8.4

Total Revenue

£15.2

£21.8

(30%)

£13.0

£34.8

Uplift on main packages % (see explanation below)

54%

74%

 

52%

60%

 

The reduction in uplift in H1-FY24 vs. H1-FY23 is due to the impact of the strikes, having worked on productions with less equipment and of shorter duration as the market continued its recovery during the period.  

 

Main Package sales

 

Main packages are agreed with ADF's clients, in most cases several months in advance for the hire of specific items of equipment over a set timeframe. Each type of equipment has a set daily hire rate. The cost of ADF staff required to be onsite to manage and service the equipment is also calculated by reference to a set daily hire rate. The rate card is set and adjusted annually. Main packages are purely to secure and 'pre-book' the equipment and staff. These packages are split into equal fortnightly payments beginning two weeks before commencement of principal filming.

 

Additional sales

 

ADF's trailers and staff are typically booked six or more months in advance, and client requirements invariably change in the run up to and during filming. Often, at the time of booking, scripts have not been finalised and locations have not been agreed. Any additional equipment and staff required closer to and during the filming period, plus the labour & transport cost to move equipment, are then charged out weekly during the filming period. Additional sales include such items as:

·      Labour recharges - this is the largest component of additional revenue (typically more than half) and is principally payments for drivers to move trailers and equipment around the various locations on each production.

·      Additional trailer hire - incremental ad-hoc vehicles required during the project.

·      Fuel recharges - ADF recharges fuel used on productions (with a c.10% admin fee).

·      Sundry recharges - consumable products, hand sanitisers, toiletries etc

 

Revenue Mix

 

ADF worked on 38 productions in H1-FY24, the same number as in H2-FY23. However, there was a reduction in revenue per production in H1-FY24 to £304k, a 16% decrease when compared with H1-FY23 (£361k).

 

The BBC became the largest share of revenue in the period as the available work all gravitated to their shows, with streamers effectively offline during the strikes.

 

 

H1-FY24

 

H1-FY23

 

Revenue by Platform

£000's

%

£000's

%

Amazon

£223

1.5%

£747

3.4%

Apple

      £2,626

17.3%

£2,378

10.9%

BBC

      £4,011

26.4%

£3,059

14.1%

Disney

      £515

3.4%

£3,037

13.9%

Fox

£0

0%

£0

0%

ITV

£852

5.6%

£2,671

12.3%

Marvel

£0

0%

£0

0%

Netflix

      £3,355

22.1%

£4,578

21.0%

Other Productions

£2,395

15.7%

£4,265

19.6%

Sky

£1,209

8.0%

£607

2.8%

Total invoiced

£15,186

100.0%

£21,342

98.0%

Cross Hire & Other

£0

0%

£435

2.0%

Total revenue

£15,186

100.0%

£21,777

100.0%

 

Split

 




ADF

£11,548

76%

£16,617

76%

Location One

£3,638

24%

£5,160

24%


£15,186

100%

£21,777

100%

 





ADF Productions (No.)

38


46


ADF Ave Rev Per Production

£304

£361

 








 

The split of productions across the revenue bands is shown below:

 

Production value

H1-FY24

H1-FY23

FY23

£0 - £500k

31

37

72

£500k - £1.0m

5

4

7

£1.0m - £1.5m

1

2

3

£1.5m - £2.0m

0

2

1

£2.0m - £2.5m

1

0

1

£2.5m - £3.0m

0

1

0


38

46

84

 

Share Based Payments & Non-Recurring Expenses

 

The share-based payments relate to certain options granted to the two current Executive Directors along with members of the Senior Management Team. The non-recurring expenses in the prior period relate to adjustments to the carrying value of goodwill and provisions for deferred consideration payments relating to the acquisition of Location One in 2022.

On 4 March 2024, the Company awarded a total of 1,001,225 options under its LTIP to Marsden Proctor (571,429 options) and Neil Evans (429,796 options). The awards are over ordinary shares of £0.01 in the form of options to acquire ordinary shares at nominal value.

The LTIP Awards will vest not earlier than the third anniversary of grant subject to meeting the performance conditions applied to the awards measured over the three-year period ending 31 December 2026. 50% of the award is subject to an EBITDA growth performance target and 50% is subject to a total shareholder return growth target with vesting commencing at 6% CAGR rising on a straight line to full vesting at 10% CAGR. The LTIP Awards are subject to a two-year post-vesting holding period.

Awards of a further 566,329 options were made to other senior employees on similar terms.

Dividend & EPS

 

Reflecting confidence in the Group's performance for the full year, the Board has declared an interim dividend of 0.5 pence per share in respect of the six months ended 30 June 2024 (the "Interim Dividend"). The Interim Dividend will be paid on 25 October 2024, with a record date of 4 October 2024 and an ex-dividend date of 3 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, is reflective of the Group's progressive dividend policy.

 

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.

 

Basic earnings per share for H1-FY24 was a loss of 0.75 pence per share compared with earnings of 3.20 pence per share in H1-FY23.

 

The Company paid a final dividend of 0.90 pence per share in June 2023 in relation to the year ended 31 December 2022. This took the total dividend for that year to 1.36 pence per share, with the interim dividend of 0.46 pence per share in October 2022. The Company also paid an interim dividend in October 2023 of 0.50 pence per share in relation to the year ended 31 December 2023. The dividend policy is progressive with growth in earnings. Basic earnings per share for FY23 was 0.99 pence per share, (FY22: 6.1 pence per share).

 

Cash Flow & Net Debt

 

During H1-FY24, ADF financed capex of £0.8 million by hire purchase, and the balance of £0.5 million was paid for out of the Company's own cash. The majority of the hire purchase funding was with two providers, PACCAR Finance, the in-house finance company for DAF vehicles, and HSBC. Interest rates have increased in line with the Bank of England base rate and averaged 6.9% across H1-FY24 (FY23: 7.5%). The interest rate being paid across all HP contracts averages 4% to 30 June 2024. Total hire purchase repayments including interest were £2.8 million. No new property leases were added in the period.

 

Net current liabilities increase to £3.9 million from £2.7 million at the 31 December 2023, largely due to the timing of HMRC liabilities and a slight increase in trade payables offset by a reduction in trade receivables.

 

Net debt, excluding IFRS 16 leases, at the end of June 2024 was £13.0 million (31 December 2023: £12.8 million) with hire purchase liabilities decreasing from £16.3 million at the end of FY23 to £14.7 million at the end June 2024, and cash reducing from £3.5 million to £1.7 million. During the period a dividend of £0.7 million was paid, being the only other significant cash flow item.



 

FACILITIES BY ADF PLC

UNAUDITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE SIX MONTHS ENDED 30 JUNE 2024

  

 

 

 

Note

 

Six months ended

30 June 2024 (unaudited) £'000

 

Six months ended

30 June 2023 (unaudited) £'000


 

 




Revenue

3


15,186


21,777

Cost of sales

4


(9,825)


(13,332)

Gross profit



5,361


8,445







Administrative expenses



(5,391)


(5,031)

Non-recurring expenses

5


-


(23)

Share based payment expense

11


(84)


(29)

Operating (loss)/ profit



(114)


3,362







Finance expense

8


(682)


(625)

(Loss)/ profit before taxation



(796)


2,737

Taxation



186


(192)

(Loss)/ profit for the period



(610)


2,545

 






Earnings per share for (loss)/ profit attributable to the owners






Basic (loss)/ earnings per share (£)

6


(0.0075)


0.0320

Diluted (loss)/ earnings per share (£)

6


(0.0075)


0.0298

 

 

 




 

 

 

 

 

 

 

 


 

FACILITIES BY ADF PLC

UNAUDITED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2024


Note

 

As at

30 June

2024

(unaudited)

£'000

 

 

As at

31 December 2023

(audited)

£'000

Assets


 

 




Current assets







Inventories



585



576

Trade and other receivables



3,127



1,710

Cash and cash equivalents



1,681



3,533

Total current assets



5,393



5,819

 







Non-current assets







Property, plant and equipment

7


12,300



12,638

Right-of-use assets

8


30,480



31,527

Intangible assets

9


6,287



6,262

Total non-current assets



49,067



50,427

 







Total assets



54,460



56,246



 

 

 

 

 

Liabilities







Current liabilities







Trade and other payables



4,528



2,941

Lease liabilities

8


4,847



5,624

Total current liabilities



9,375



8,565








Non-current liabilities







Other provisions



41



40

Lease liabilities

8


18,427



19,584

Contingent consideration



60



60

Deferred tax liabilities



2,844



3,030

Total non-current liabilities



21,372



22,714








Total liabilities



30,747



31,279








Net Assets



23,713



24,967








Equity







Called up share capital

11


809



809

Share premium



15,547



15,547

Share based payment reserve

11


1,543



1,459

Merger reserve



(400)



(400)

Retained earnings



6,214



7,552

Total equity



23,713



24,967

 

 

 

 

FACILITIES BY ADF PLC

UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE SIX MONTHS ENDED 30 JUNE 2024

 


 

 

 

 

Note

 

 

Share Capital

£'000

 

 

Share Premium

£'000

Share Based Payment Reserve

£'000

 

 

Merger Reserve

£'000

 

 

Retained Earnings

£'000

 

 

Total Equity

£'000

Balance at 01 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

11

15

55

(252)

-

252

70

Share based payment charge on long term incentive program

11

-

-

59

-

-

59

Deferred tax on share options


-

-

-

-

(243)

(243)

Dividends


-

-

-

-

(1,130)

(1,130)

Balance at 31 December 2023 (audited)


809

15,547

1,459

(400)

7,552

24,967

 








Balance at 01 January 2024


809

15,547

1,459

(400)

7,552

24,967

Comprehensive Income








Loss for the period


-

-

-

-

(610)

(610)

Transactions with owners








Share based payment charge on long term incentive program

11

-

-

84

-

-

84

Dividends


-

-

-

-

(728)

(728)

Balance at 30 June 2024 (unaudited)


809

15,547

1,543

(400)

6,214

23,713

 

 

 

 

 

FACILITIES BY ADF PLC

UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED 30 JUNE 2024

 

Note

 

Six months ended

30 June

2024

(unaudited)

£'000

 

Year ended

31 December 2023

(audited)

£'000

Cash flows from operating activities






(Loss)/ profit before taxation from continuing activities



(796)


615

Adjustments for non-cash/non-operating items:






Depreciation of property, plant and equipment

7


941


1,751

Amortisation of right-of-use assets

8


1,617


3,227

Amortisation of intangible assets

9


12


18

Impairment of goodwill

9


-


1,019

Profit on disposal of property, plant and equipment

7


(85)



(84)

Loss on disposal of right of use assets

8


113



75

Share based payment charge

11


84



59

Fair value gain on deferred consideration



-



(818)

Finance expense

8



682



1,396




2,568



7,258

Increase in inventories



(9)


(159)

(Increase)/ decrease in trade and other receivables



(1,417)



1,335

Increase/ (increase) in trade and other payables



1,587



(3,381)

Cash from operations




2,729



5,053

Net cash generated from operating activities




2,729



5,053







Cash flows from investing activities






Purchase of property, plant and equipment

7


(516)


(4,437)

Purchase of intangible assets

9


(37)


(10)

Purchase of right-of-use assets1 

8


(132)


(90)

Proceeds from sale of property, plant and equipment



180


434

Net cash used in investing activities



(505)


(4,103)







Cash flows from financing activities






Proceeds from issue of shares



-


70

Cash movements on lease liabilities

8


(2,666)


(4,479)

Interest paid on lease liabilities

8


(682)


(1,335)

Interest on deferred consideration



-


(57)

Other interest paid



-


(4)

Dividends paid



(728)


(1,130)

Net cash used in financing activities



(4,076)


(6,935)







Net decrease in cash and cash equivalents



(1,852)


(5,985)

Cash and cash equivalents at beginning of period



3,533


9,518

Cash and cash equivalents at end of period



1,681


3,533

1The 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.


FACILITIES BY ADF PLC

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED 30 JUNE 2024

 

1       General Information 

 

The principal activity of Facilities by ADF Plc (the "Company") and its subsidiaries (together, the "Group") is the supply of mobile facilities for television and film productions.

 

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.

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 2024. 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 2024 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 2023 have been filed with the Registrar of Companies. The Independent Auditor's Report on the Annual Report and Financial Statement ended 31 December 2023 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 2023, 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.

 

 

 

 

 

 

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 2023 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 services in the UK. In the period ending 30 June 2023, revenue of £314,371 was generated in the European Union relating to the hire of facilities. 3 customers make up 10% or more of revenue in the period ending 30 June 2024 (2023: 5). Management considers revenue is derived from one business stream being that of hire of facilities.

 

Revenue from customers


Six months ended

30 June 2024 (unaudited) £'000

Six months ended

30 June 2023 (unaudited) £'000

Hire of facilities



Customer 1

4,011

3,059

Customer 2

3,355

4,578

Customer 3

2,626

2,378

Customer 4

515

3,037

Customer 5

852

2,671

All other customers

3,827

6,054


15,186

21,777

 

Timing of transfer of goods or services

Six months ended

30 June 2024 (unaudited) £'000

Six months ended

30 June 2023 (unaudited) £'000

Services transferred over time

15,186

21,777


15,186

21,777

   

4       Segmental reporting

 

The Group has two reporting segments, being the hire of facilities and Location One (which represents all revenues and cost of sales generated from Location 1 Group Limited and Location One Limited). No non-GAAP reporting measures are monitored. Total assets and liabilities are not provided to the chief operating decision maker 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 below. All non-current assets are located in the UK.


Six months ended

30 June 2024 (unaudited) £'000

Six months ended

30 June 2023 (unaudited) £'000




Revenue



Hire of facilities

11,548

16,617

Location One

3,638

5,160


15,186

21,777




Cost of sales profit



Hire of facilities

(7,619)

(10,305)

Location One

(2,206)

(3,027)

Gross Profit

5,361

8,445

 


Six months ended

30 June 2024 (unaudited) £'000

Six months ended

30 June 2023 (unaudited) £'000

 



United Kingdom

15,186

21,463

EU

-

314


15,186

21,777

Revenue by geographical destination

 

 

5       Non-recurring expenses

 

The Group incurred £Nil non-recurring expenses during the period to 30 June 2024 (2023: £23,023). The costs in the comparative period relate to additional expenditure in respect of the acquisition of Location 1 Group Limited.

 


Six months ended

30 June 2024 (unaudited)

£'000

Six months ended

30 June 2023 (unaudited)

£'000

Non-recurring expenses

-

                 23

6       Earnings per share

 

The calculation of the basic 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 is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares.


Six months ended

30 June 2024 (unaudited)

£

Six months ended

30 June 2023 (unaudited)

£

Profit/ (loss) used in calculating basic EPS

(609,938)

2,315,376

Weighted average number of shares

80,907,418

80,607,418

Diluted weighted average number of shares

80,907,418

85,497,418

Earnings per share

(0.0075)

0.0320

Diluted earnings per share

(0.0075)

0.0298

 



 

7       Property, plant, and equipment

 

 

Plant and machinery

£'000

 

Hire Fleet
£'000

Motor vehicles

£'000

Computer equipment

£'000

Leasehold improvement

£'000

Assets under construction

£'000

   Total

  £'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

Transfers2

-

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

-

82

19

9

182

224

516

Transfers2

-

725

-

-

-

(339)

386

Disposals

(27)

(115)

(196)

-

-

-

(338)

At 30 June 2024

207

13,665

1,530

243

691

234

16,570









Depreciation








At 1 January 2024

110

3,104

74

17

63

-

3,368

Charge for the period

14

687

143

26

71

-

941

Transfers[2]

-

207

-

-

-

-

207

Disposals

(20)

(82)

(144)

-

-

-

(246)

At 30 June 2024

104

3,916

73

43

134

-

4,270









Net book amount








At 30 June 2024

103

9,749

1,457

200

557

234

12,300

 








At 31 December 2023

124

9,869

1,633

217

446

349

12,638









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

 

Leasehold improvement additions in the period ended 30 June 2024 and in the year to 31 December 2023, are in respect of improvements made to Kitsmead, Kitsmead Lane, Longcross KT16 0EF. These have been depreciated using a 25% reducing balance rate.

 

 

 

8       Leases

 

Right-of-use assets


Leasehold Property

£'000

Motor Leasehold

£'000

Hire Fleet and Motor Vehicles

£'000

 

Equipment
£'000

Assets under construction

  £'000

   Total

  £'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

Transfers2

-

-

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 year

896

53

2,237

41

-

3,227

Disposals

(17)

-

(3)

(26)

-

(46)

At 31 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

-

-

310

-

552

862

Transfers2

-

-

(142)

-

(244)

(386)

Disposals

-

(51)

(149)

-

-

(200)

At 30 June 2024

10,132

110

28,085

147

1,183

39,657

 







Depreciation







At 1 January 2024

1,970

148

5,707

29

-

7,854

Charge for the period

463

6

1,131

17

-

1,617

Transfers2

-

-

(207)

-

-

(207)

Disposal

-

(51)

(36)

-

-

(87)

At 30 June 2024

2,433

103

6,595

46

-

9,177

 







Net book amount







At 30 June 2024

7,699

7

21,490

101

1,183

30,480








At 31 December 2023

8,162

13

22,359

118

875

31,527

 

 

 

 

 

 

 

 


2 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

£'000

 

Motor Leasehold

£'000

Hire Fleet and Motor Vehicles

£'000

 

 

Equipment
£'000

   Total

  £'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

-

-

732

-

732

Interest expense

223

-

457

2

682

Lease payments (including interest)

(477)

(21)

(2,832)

(18)

(3,348)

At 30 June 2024

8,483

9

14,682

100

23,274

 

9       Intangible assets

 

 

Software £'000

Goodwill

£'000

   Total

  £'000

Cost




At 1 January 2023

81

7,211

7,292

Additions

10

-

10

At 31 December 2023

91

7,211

7,302





Amortisation




At 1 January 2023

3

-

3

Charge for the year

18

-

18

Impairment

-

1,019

1,019

At 31 December 2023

21

1,019

1,040





Cost




At 1 January 2024

91

7,211

7,302

Additions

37

-

37

At 30 June 2024

128

7,211

7,339





Amortisation




At 1 January 2024

21

1,019

1,040

Charge for the period

12

-

12

At 30 June 2024

33

1,019

1,052





Net book amount




 




At 30 June 2024

95

6,192

6,287





At 31 December 2023

70

6,192

6,262





 

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 2024 the Group committed to new fleet capital expenditure orders of £2.7 million for the remainder of the year.

 

The Group held no other additional capital, financial and or other commitments at 30 June 2024.

 

11     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

At 30 June 2024

809

 

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

 

On the 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 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.

 

No options were exercised or forfeited during the period ending 30 June 2024.

 

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 Ltd 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 issued by Facilities by ADF PLC as part of the acquisition transaction that took place 3 December 2021. The exercisable options held were rolled over to equivalent options.

 

The Group has additionally put in place a Long-Term Incentive Plan ("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. The options hold an exercise price of 1p and will vest after 3 years subject to specific performance measurement criteria.

 

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 terms and conditions of the grants outstanding as at the 30 June 2024 are detailed below:

 

Date of grant

No. of options

 

Exercise price £

Vesting conditions

Contractual life of options

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

5 January 2022

890,000

0.01

LTIP

10 years

4 March 2024

1,567,554

0.01

LTIP

10 years


6,157,554









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 30 June 2024

 

WAEP


As at 31 December 2023

 

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)

Outstanding at period end

6,157,554

0.12


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 in the ordinary course 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, the conditions are 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 it) is 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 Condition (or any element of it) not being satisfied in full shall lapse immediately on the Board's determination that the Performance Condition (or the applicable element of it) has not been satisfied in full.


Holding of Options

N Evans, M Proctor and other senior management hold the Options.

 

The following shares were in issue on 30 June 2024:

Issue date

Name

Share designation at balance sheet date

Nominal Price

Issue price per share

£'s

Number of Ordinary shares

IFRS 2 Fair value

£'s

5 January 2022

M Proctor

Ordinary Shares

£0.01

0.55

500,000

98,917

5 January 2022

N Evans

Ordinary Shares

£0.01

0.55

390,000

77,156

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)

5 January 2022

M Proctor

Ordinary Shares

50%

1.0175%

3

5 January 2022

N Evans

Ordinary Shares

50%

1.0175%

3

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 has been taken into consideration in determining their fair value.

 

Expense related to Options

An expense of £83,832 (30 June 2023: £29,346) has been recognised in the Statement of Comprehensive Income in respect of the Options in issue during the period. There is a condition associated with the 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 22 August 2024, the Group announced the proposed acquisition of Autotrak Portable Roadways Limited ('Autotrak'), one of the largest privately-owned suppliers of portable roadway panels to the Film & TV industry in the UK. The Company's acquisition of Autotrak completed on 10 September 2024.

 

With a client base of over 165 customers, Autotrak is a market leader delivering £8.3 million turnover in the year to 31 December 2023 and an adjusted EBITDA of £4.3 million. This marks the next step in the delivery of the Group's vision for ADF as a One-Stop-Shop for Film and HETV production, diversifying the product offering and customer base of the Group.

 

The initial consideration will be £10 million on a cash-free-debt-free basis and 5,915,357 consideration shares. Contingent consideration deferred over three years from completion of an aggregate of up to £4.2 million is payable in cash in equal annual tranches contingent on maintenance of forecasted levels of adjusted EBITDA performance from FY25 to FY27. In addition, earnout consideration of up to £4 million in aggregate is payable in cash in FY28 based on growth in adjusted EBITDA performance from FY25 to FY27.



[2] 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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