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