REG - Facilities by ADF - Half year results
16/09/2024 07:00
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240916:nRSP2088Ea&default-theme=true
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 via Alma
Marsden Proctor, Chief Executive Officer
Neil Evans, Chief Financial Officer
John Richards, Chairman
Cavendish Capital Markets (Nomad and Broker) Tel: +44 (0)20 7397 8900
Ben Jeynes / George Lawson / Hamish Waller - Corporate Finance
Michael Johnson / Sunila de Silva / George Budd - Sales / ECM
Alma Strategic Communications Tel: +44 (0)20 3405 0205
Josh Royston facilitiesbyadf@almastrategic.com (mailto:facilitiesbyadf@almastrategic.com)
Hannah Campbell
Robyn Fisher
OVERVIEW OF FACILITIES BY ADF PLC
The Facilities by ADF Group is the leading provider of premium serviced
production facilities along with location services and ground protection
equipment to the UK film and high-end television (HETV) industry.
The Group serves customers in an industry that has experienced 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
Six months ended Six months ended
30 June 2024 (unaudited) £'000 30 June 2023 (unaudited) £'000
Note
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 As at
30 June 31 December 2023
2024 (audited)
(unaudited) £'000
£'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
Share Based Payment Reserve
£'000
Share Capital Share Premium Merger Reserve Retained Earnings Total Equity
£'000 £'000 £'000 £'000 £'000
Note
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 Year ended
30 June 31 December 2023
2024 (audited)
(unaudited) £'000
£'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 assets(1) 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
(1)The purchase of right-of-use assets relates to cash additions made to
improve assets held on hire purchase, included in right -of-use assets as
detailed in note 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 Six months ended
30 June 2024 (unaudited) £'000 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 Six months ended
30 June 2024 (unaudited) £'000 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 Six months ended
30 June 2024 (unaudited) £'000 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 Six months ended
30 June 2024 (unaudited) £'000 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 Six months ended
30 June 2024 (unaudited) 30 June 2023 (unaudited)
£'000 £'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 Six months ended
30 June 2024 (unaudited) 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 Motor vehicles Computer equipment Leasehold improvement Assets under construction Total
£'000 Hire Fleet £'000 £'000 £'000 £'000 £'000
£'000
Cost
At 1 January 2023 159 10,663 1,616 11 - 809 13,258
Additions 75 875 419 223 509 2,336 4,437
Transfers(2) - 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
Transfers(2) - 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 (#_ftn1) )) - 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 Motor Leasehold Hire Fleet and Motor Vehicles Assets under construction Total
£'000 £'000 £'000 Equipment £'000 £'000
£'000
Cost
At 1 January 2023 9,068 161 20,506 109 730 30,574
Additions 1,081 - 1,572 118 5,778 8,549
Transfers(2) - - 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
Transfers(2) - - (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
Transfers(2) - - (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 Hire Fleet and Motor Vehicles Total
£'000 Motor Leasehold £'000 £'000
£'000 Equipment
£'000
At 1 January 2023 8,095 90 12,948 96 21,229
Additions 1,080 - 7,312 66 8,458
Interest expense 458 2 872 3 1,335
Lease payments (including interest) (896) (62) (4,807) (49) (5,814)
At 31 December 2023 8,737 30 16,325 116 25,208
At 1 January 2024 8,737 30 16,325 116 25,208
Additions - - 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
Goodwill Total
Software £'000 £'000 £'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 Vesting conditions Contractual life of options
Exercise price £
3 December 2021 500,000 0.01 Immediately 10 years (Rollover)
3 December 2021 2,000,000 0.06 Immediately 10 years (Rollover)
5 January 2022 1,200,000 0.50 Immediately 3 years
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 As at 31 December 2023
WAEP WAEP
Outstanding at beginning of period 4,590,000 0.16 6,090,000 0.14
Granted during the period 1,567,554 0.01 - -
Exercised during the period - - (1,500,000) (0.05)
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 Number of Ordinary shares IFRS 2 Fair value
£'s £'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 (#_ftnref1) Transfers are made between Property, Plant, and Equipment, and
Right-of-Use-Assets whereby the amounts transferred between asset type are
identical.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END IR FLFIRAAIVLISRecent news on Facilities by ADF
See all newsREG - Facilities by ADF - Total Voting Rights
AnnouncementREG - Facilities by ADF - Holding(s) in Company
AnnouncementREG - Facilities by ADF - Half year results
AnnouncementREG - Facilities by ADF - Holding(s) in Company
AnnouncementREG - Facilities by ADF - Holding(s) in Company
Announcement