The information contained within
this announcement is deemed by the Company to constitute inside
information pursuant to Article 7 of EU Regulation 596/2014 as it
forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 as amended. Upon the publication of this
announcement via a Regulatory Information Service, this inside
information is now considered to be in the public
domain.
16 September 2024
Facilities by ADF
plc
("Facilities by ADF", "ADF", the "Company" or the
"Group")
Half
year results for the six months ended 30 June 2024
Facilities by ADF, the leading
provider of premium serviced production facilities to the UK film
and high-end television industry ("HETV") announces its unaudited half year results for the six months ended 30 June
2024 (H1-FY24).
Financial highlights
£m
|
H1-FY24
|
H1-FY23
|
Change
|
H2-FY23
|
Change
|
Group revenue
|
15.2
|
21.8
|
(30%)
|
13.0
|
17%
|
Adjusted EBITDA*
|
2.5
|
5.8
|
(57%)
|
1.5
|
67%
|
Adjusted EBITDA %
|
17%
|
27%
|
(37%)
|
12%
|
42%
|
(Loss)/ profit Before
Tax
|
(0.8)
|
2.7
|
(130%)
|
(2.1)
|
62%
|
(Loss)/ earnings per share -
basic
|
(0.75) pence
|
3.2
pence
|
(124%)
|
(2.2)
pence
|
66%
|
Interim dividend per
share
|
0.5
pence
|
0.5
pence
|
-
|
0.9
pence
|
-
|
Operational highlights
·
|
Despite disruptions in the Film
and HETV industry due to the Hollywood writers and actors strike
(the "Strikes"), which ran from 2 May 2023 to 9 November 2023, the
Group delivered a resilient performance as market conditions began
to normalise with revenue up 17% to £15.2m from H2-FY23.
|
·
|
Continued successful integration
of Location One Ltd into the Group leading to a significant
increase in joint production activity, validating ADFs
One-Stop-Shop approach.
|
·
|
ADF officially opened its flagship
Longcross site with a ceremony for its customers, suppliers and
investors, enabling the Group to deliver greater transport
efficiencies for its customers and ongoing operational benefits to
the business.
|
·
|
Supported 38 high-profile
productions across H1-FY24 including Legacy, The Diplomat, Wolf
Hall Season 2, Slow Horses, Silent Witness, The Witcher, Signal and
Call the Midwife.
|
Post period end
·
|
Successfully completed the
acquisition of Autotrak Portable Roadways ("Autotrak"), one of the
UK's leading portable roadway suppliers, on 10 September, raising
£10m from an oversubscribed placing and a further £0.5m from a
retail offer.
|
·
|
The acquisition is a further step
in delivering on ADF's strategy to be a One-Stop-Shop and endorses
the Group's aspirations of generating £100m revenue in the medium
term.
|
Outlook
·
|
The UK film and TV industry
remains robust, with approximately £9.5bn expected to be invested
in production over the next five years, driven by continued global
demand.
|
·
|
ADF's established market position,
high-quality vehicle fleet, and excellent customer service position
the Group well for further growth and capturing market
share.
|
·
|
Trading at the end of H1-FY24
finished strongly, with the order book for the second half of the
year building well across the summer months as momentum returns
across the market following the Strikes.
|
·
|
Continued to develop and progress
a pipeline of other complimentary acquisitions to further support
delivery of the Group's medium term growth aspirations.
|
·
|
Continued confidence in the
Group's delivery of performance in the full year in line with
market expectations.
|
Commenting, Marsden Proctor, CEO, said:
"We are proud of the performance delivered in
H1-FY24, demonstrating the Group's resilience and leading market
position as the Film and HETV industry continues to recover from
the impact of last year's strike disruptions. With the market
normalising, we continue to be well-positioned to achieve our goal
of becoming a One-Stop-Shop, which is further strengthened by our
strategic acquisition of Autotrak post-period end. This most recent
acquisition allows us to bring further compelling and enhanced
product and service offerings to all our customers; on behalf of
the Board, I would like to thank both new and existing shareholders
for their support in making this possible.
"As we continue to invest in our fleet and explore further
acquisition opportunities, alongside the increased investment
anticipated across the industry in the UK in the coming years, we
remain confident in achieving our aim of generating £100m revenue
in the medium-term."
*Adjusted EBITDA is the adjusted profit before tax, prior to
the addition of finance income and deduction of depreciation,
amortisation, and finance expenses. The adjusted EBITDA measurement
removes non-recurring, irregular and one-time items that may
distort EBITDA. Adjusted EBITDA provides a more normalised metric
to make comparisons more meaningful across the Group and other
companies in the same industry.
For further enquiries:
Facilities by ADF plc
Marsden Proctor, Chief Executive
Officer
Neil Evans, Chief Financial
Officer
John Richards, Chairman
|
via Alma
|
Cavendish Capital Markets (Nomad and
Broker)
Ben Jeynes / George Lawson /
Hamish Waller - Corporate Finance
Michael Johnson / Sunila
de Silva / George Budd - Sales / ECM
|
Tel: +44 (0)20 7397
8900
|
Alma Strategic Communications
Josh Royston
Hannah Campbell
Robyn Fisher
|
Tel: +44 (0)20 3405
0205
facilitiesbyadf@almastrategic.com
|
OVERVIEW OF FACILITIES BY ADF PLC
The Facilities by ADF Group is the
leading provider of premium serviced production facilities along
with location services and ground protection equipment to the UK
film and high-end television (HETV) industry.
The Group serves customers in an
industry that has experienced significant growth in recent years,
with additional demand driven by a material rise in the consumption
of film and HETV content via streaming platforms such as Netflix,
Disney+, Apple TV+ and Amazon Prime. The UK film and TV industry
has directly benefited during this growth due to the quality of its
production facilities and studios, highly skilled domestic
workforce, geography, accessibility to Europe, English language
environment and strong governmental support. Major US streaming
companies have now set up permanent bases in the UK, with the UK
now the film and TV industry's second largest operation after North
America.
Facilities by ADF
production fleet is made up of more than 700
premium mobile make-up, costume and artiste trailers, production
offices, mobile bathrooms, diners, school rooms and technical
vehicles.
To strengthen its position as a
One-Stop-Shop for the Film and HETV industry, ADF acquired Location
One Ltd, the UK's largest TV and film location service provider, in
November 2022, and then further expanded in September 2024 by
acquiring Autotrak Portable Roadways Ltd, a market leader in
portable roadway solutions, diversifying the Group's offerings and
customer base.
Chief Executive Officer's review
Overview
The Group delivered a good
performance in H1-FY24 as the business ramps back up following the
disruption to the film and HETV industry caused by the now resolved
strike action in FY23. As market conditions normalise through
H2-FY24, and regular business resumes, we are able to continue to
execute on our goal of becoming a One-Stop-Shop, demonstrating the
resilience of the Group.
Delivering against growth strategy
The Group has ambitions to
continue to grow organically through further investment into its
revenue-generating vehicle fleet, and also through appropriate
acquisitions. We remain focused on improving our planning, sales
and financial systems through a bespoke planning system (BMS) with
our external IT partner ITCS, streamlining our booking system, and
helping to ensure we can provide our customers with the very best
level of customer service.
Acquisition of Autotrak Portable Roadways
Limited
In September 2024, ADF acquired
one of the UK's market-leading portable roadway suppliers,
Autotrak, for a maximum consideration of £21.3 million. This
acquisition marks a significant step in the Company's strategy to
diversify its product offerings and expand its customer base beyond
the film and HETV industry. We raised a £10.0 million by way of an
oversubscribed placing to part-fund the acquisition. A further £0.5
million was also raised from an oversubscribed retail offer which
has provided ADF with additional capital to continue to execute
upon the Group's growth strategy. We are grateful to all new and
existing shareholders that took part, enabling ADF to accelerate
our growth plans and deliver for our shareholders. Autotrak is one
of the largest suppliers of portable roadway panels to the film and
TV industry in the UK. The temporary roadway market is experiencing
substantial growth, driven by infrastructure projects, events, and
industrial activity.
The initial consideration for the
acquisition comprised £10.0 million payable in cash and the issue
of 5,915,357 consideration shares. Contingent consideration
deferred over three years from completion of an aggregate of up to
£4.2 million is payable in cash in equal annual tranches contingent
on maintenance of forecasted levels of adjusted EBITDA performance
from FY 2025 to FY 2027. In addition, earnout consideration of up
to £4 million in aggregate is payable in cash in FY28 based on
growth in adjusted EBITDA performance from FY 2025 to FY
2027.
The acquisition is a further
endorsement of ADF's aspirations of generating £100m revenue in the
medium-term and it is anticipated to be significantly Earnings Per
Share (EPS) accretive following Autotrak's full integration into
the Group.
Autotrak is a well-managed
business and will operate as a subsidiary of ADF, whilst sharing
our industry contacts and streamlining our operational processes to
ensure best practice is adopted across the Group.
ADF already enjoys an excellent
working relationship with Autotrak whose customer base and strong
financial metrics speak to the high quality of its offering and
people behind it. I am pleased to report that joint customer
conversations are already underway, with positive initial feedback
from customers and prospects for our new Group. Alongside Location
One, this acquisition will further enable us to provide the very
best services the industry has to offer under one roof and moves us
towards becoming a One-Stop-Shop to the UK film and HETV industry,
as well as diversifying our customer base into the events
industry.
The Group continues to have a
strong pipeline of further potential complimentary acquisition
opportunities, and these will remain under consideration in our
ongoing discussions.
The market opportunity
Although the impact of the FY 2023
strikes on the film and HETV industry carried on into the start of
FY 2024, with producers having to reorganise the schedules of all
relevant parties, the underlying market drivers remain strong which
underpin the long-term growth opportunities for the
Group.
The UK continues to receive
substantial investment with global production companies
increasingly choosing the region's state of the art studios and
facilities. Over the next five years, approximately £9.5 billion is
expected to be invested in UK film and television in London alone
(Film London). The BFI also recently reported UK film and HETV
production spend for the quarter to June 2024 of £2.9 billion, a
threefold increase from the £0.9 billion spend of the previous
quarter. This trend is attributable to the gradual return to
production following the US writers' and actors'
strikes.
In its quarterly report to June
2024, Pinewood Studios also pointed to a recovery from the strikes.
The studio, which owns Shepperton Studios, recorded £49 million in
revenue for the quarter ended June 2024 a 38% annual increase on
the prior year, driven by expanded studio space. Annual turnover
reached £147 million, with adjusted EBITDA rising to £86
million.
Further studio expansion in the UK
includes Amazon Prime/MGM which acquired Bray Studios, where "The
Lord of the Rings: The Rings of Power" is filmed. The Berkshire
site includes substantial sound stage, workshop, office, and
backlot space. Disney also plans to invest $5 billion over the next
five years in UK and European productions, following the success of
recent films like "Inside Out 2" and "Deadpool &
Wolverine."
Government support including tax
incentives and funding for film and TV production in the UK also
highlight the long-term opportunities in the industry and we expect
the UK's new labour government to continue supporting this
industry. The UK government has enhanced tax incentives for film
and high-end TV productions, making the country an even more
attractive location for streamers. Additionally, a 40% reduction in
business rates for film studios through to 2034 is expected to
support new developments, addressing concerns about a shortage of
studio space. The UK will need an additional 2.6 million square
feet of studio space by 2028 to meet industry demand.
Competitive strength
We remain the provider of choice
for many in the UK for large scale and quality productions as
evidenced by the Group's current order book. This position, has
taken many years to establish, enabling high barriers to entry, and
allowing us to benefit from high valued productions and customers.
Our growth strategy means we have been able to implement the right
infrastructure to support continued successful customer delivery
and sustained strategic expansion.
To deliver such a high quality of
service to our customers and successfully compete at this level,
the quality, and more importantly compliance of a supplier's
vehicle fleet needs meet the highest applicable standards. ADF
prides itself upon the strength of its vehicle fleet and excellent
customer service, which allows the Company to have positive and
pro-active dialogue with its customers which include some of the
world's largest traditional and on-demand production companies and
positions us well to capture a growing proportion of the expanding
market. With the addition of Location One's services, including
waste and water management, power and lighting and fencing, we have
become better equipped to support large scale productions.
Now, with Autotrak part
of the Group and providing complementary
products and services, including ground protection and matting, to
existing and new markets, the enlarged Group is better placed than
ever, with the ability to deliver high volumes of equipment under
one roof.
During H1-FY24, ADF was pleased to
officially open its flagship Longcross site. The management team
have been working extremely hard over the past year on this
project, and to have finally realised our objective in securing the
site with planning approval for further development, this is a
significant achievement, and huge credit must be given to them. The
five-acre site is close to the key intersection of the M25 and
M3 which is ideally situated for servicing Longcross Studio (1.5
miles) along with all the major studios London, including
Shepperton (7 miles), Pinewood (16 miles), Leavesden (26
miles) and Elstree (40 miles). Being based at Longcross has
many advantages and enables us to deliver great transport
efficiencies to the business and our customers and importantly
helps reduce scope 3 carbon emissions.
We supported 38 high-profile
productions across H1-FY24 including Legacy, The Diplomat, Wolf
Hall Season 2, Slow Horses, Silent Witness, The Witcher, Signal and
Call the Midwife. Our performance in the half, which was ahead of
H2-FY23 levels, reflects the continued appetite for ADF's services
to support large scale productions.
We report our Net Promotor Score
(NPS), an internationally recognised customer service measurement.
Throughout the period our score did not drop below 85 (82 in FY23),
a figure which Bain & Company, the creators for NPS, has
described as 'world class'. We continue to perform extremely well,
reflecting the skills, knowledge and expertise of our staff that
enables us to remain the market leader.
Sustainability
Our clients entertain the world,
and our mission is to support them with unparalleled service
delivered by our exceptional team, all while prioritising
sustainability and responsibility. To achieve this, we launched our
'Eco Set' ESG strategy in FY23, focusing on four key areas: climate
and net zero, innovative client solutions, growth through learning,
and making ADF a great place to work. We believe this approach will
pave the way for a future where excellence and sustainability go
hand in hand.
In our commitment to reducing
emissions, we aim to be certified as Carbon Neutral from 2024
onwards. We're aligning with science-based targets to achieve a 50%
reduction in carbon emissions per head by 2030, with a goal of
reaching Net Zero by 2050.
We recognise that access to the
film industry has been challenging for people with disabilities,
and we are working closely with our clients to improve
accessibility through bespoke accessible trailers, in partnership
with UHC (Underlying Health Condition) and TAP (TV Access Project).
The film industry has historically also lacked diversity, and we
are dedicated to creating inclusive opportunities at ADF for all
individuals. To further this commitment, we recently launched an
inclusivity-focused campaign, driven by colleagues passionate about
fostering a more diverse environment.
Our newly integrated ESG approach
is led by our Chairman, John Richards, with the Board overseeing
progress and embedding the strategy across the business.
I am deeply grateful to the ADF and
Location One teams for their contributions to this strategy and for
their passion in making a difference through the services we
offer.
Outlook
Whilst the effects of the strikes
continued into the first half of the current financial year, the
Group's adjusted EBITDA performance in H1-FY24 was significantly
ahead of H2-FY23, evidencing the continued growth in demand for
ADF's services. The underlying market drivers still provide high
confidence that demand will continue to expand over the medium
term, underpinning our aspirations to generate £100m of revenue in
this timeframe. To do this, we will continue to grow organically
through continued investment in our revenue-generating fleet and
appropriate investment in our healthy acquisition pipeline, in line
with our strategy and robust evaluation criteria.
Trading in H2-FY24 continues to
improve and over the course of the period we expect market
conditions will return to be more in line with pre-strike levels,
providing us confidence in delivering results for FY24 in line with
market expectations.
Marsden Proctor
Chief Executive Officer
Financial performance
Summary
The financial results for the six
months ended 30 June 2024 reflect the ongoing recovery following
the US strikes, the effects of which continued to be felt into the
first half of 2024. Revenue in H1-FY2024 of £15.2 million was 17%
ahead of H2-FY23 (£13.0 million), but down 30% when compared with
H1-FY23 (£21.8m) which was a period largely unaffected by the
strikes, and indeed a record period for the business following the
addition of Location One Ltd.
Sales performance was in line with
ADF's budget and forecast for H1-FY24. The order book for the
second half of FY24 has developed well through the summer as
momentum continues to build across the market.
Profit margins also improved in
H1-24 when compared with H2-23 (16.7% EBITDA margin vs. 11.9% in
H2-FY23) as we supported larger productions which were more
geographically centred around the main London studios and other
studios close to our operational hubs in Wales, Manchester and
Glasgow making them more efficient from a transport and
mobilisation perspective. We have also continued to limit our use
of Agency HGV drivers, avoiding unnecessary block bookings and
fully utilising ADF drivers, all of which has contributed to an
improved EBITDA margin.
Nevertheless, overall direct labour
costs did increase as a percentage of revenue (37% vs. 29% in
H1-FY23) which was in part a result of the continued market
competitiveness, with the effects of price discounting lingering
well into the summer. In addition, following the increase in the
National Living Wage in April 2024 we increased rates of pay,
particularly with our Base staff, to ensure our basic pay is in
excess of the National Living Wage.
More broadly, the senior management
team continued to monitor costs closely through the period, as we
limited non-essential expenses to bring Overheads in under budget.
Overall, core overheads were 18.4% of revenue, up on H1-FY23 of
12.3%.
Net interest expense increased from
£625K in H1-FY23 to £682K in H1-FY24. The increase is a result of
additional HP interest from new HP leases to fund organic growth of
our fleet. Interest rates on HP leases are not variable and fixed
at the date the leases are taken out.
Location One continues to integrate
into ADF's systems and processes with all expected efficiencies
having been delivered through consolidation of IT, sales, CRM and
reporting systems. The additional services within the Group,
including waste and water management, power and lighting, and
fencing, means we have become better equipped to support large
scale productions. Furthermore, having one integrated platform for
sales has led to successful joint bids for 29 productions in
H1-FY24, up from nine in H1-FY23.
As a result of the above, the loss
before tax for H1-FY24 was £0.8 million, (H1-FY23: profit of £2.7
million).
The taxation credit for H1-FY24 of
£186k represents deferred tax only as the Group currently has
excess (super deduction) capital allowances to cover its current
taxable profits.
EBITDA
The Group measures performance
based on EBITDA and Adjusted EBITDA. EBITDA is a common measure
used by investors and analysts to evaluate the operating financial
performance of companies. We consider EBITDA and Adjusted EBITDA to
be useful measures of operating performance, EBITDA approximates
the underlying operating cash flow by eliminating depreciation and
amortisation. Adjusted EBITDA adds back any non-recurring or
exceptional costs.
EBITDA and Adjusted EBITDA are not
direct measures of our liquidity, which is shown by our cash flow
statement, and need to be considered in the context of our
financial commitments. Adjusted EBITDA for H1-FY24 was £2.5 million
(16.72% EBITDA margin) compared to H1-FY23 at £5.77 million
(26.5%).
A reconciliation of Adjusted EBITDA
is shown below:
Adjusted EBITDA £000's
|
H1-FY24
|
H1-FY23
|
H2-FY23
|
FY-23
|
Revenue
|
15,186
|
21,777
|
13,019
|
34,796
|
Profit/ (loss) before
tax
|
(796)
|
2,737
|
(2,122)
|
615
|
Add back:
|
|
|
|
|
Finance expenses
|
682
|
625
|
771
|
1,396
|
Depreciation
|
2,557
|
2,350
|
2,628
|
4,978
|
Amortisation
|
12
|
9
|
9
|
18
|
Non-recurring expenses
|
-
|
23
|
235
|
258
|
Share based payments
|
84
|
29
|
30
|
59
|
Adjusted EBITDA
|
2,539
|
5,773
|
1,551
|
7,324
|
Adjusted EBITDA %
|
16.7%
|
26.5%
|
11.9%
|
21.0%
|
Revenue
ADF's overall revenue increased by
17% in H1-FY24 to £15.2m when compared with H2-FY23 (£13.0m), as
the market began to build momentum following resolution of the US
strikes in November 2023.
The table below shows the revenue
between the two main facilities hire categories, being main
packages (pre-agreed before filming) and additional sales (during
the course of filming), plus other miscellaneous sales. Revenue for
Location One is shown separately.
Turnover £M's
|
H1-FY24
|
H1-FY23
|
% Change
|
H2-FY23
|
FY23
|
Facilities - Main
packages
|
£7.5
|
£10.1
|
(26%)
|
£6.4
|
£16.5
|
Facilities - Additional
sales
|
£4.0
|
£6.4
|
(37%)
|
£3.3
|
£9.7
|
Facilities - Other
income
|
£0.1
|
£0.1
|
~100%
|
£0.1
|
£0.2
|
Facilities - Total
|
£11.6
|
£16.6
|
(30%)
|
£9.8
|
£26.4
|
Location Equipment hire (Location
One)
|
£3.6
|
£5.2
|
(31%)
|
£3.2
|
£8.4
|
Total Revenue
|
£15.2
|
£21.8
|
(30%)
|
£13.0
|
£34.8
|
Uplift on main packages % (see
explanation below)
|
54%
|
74%
|
|
52%
|
60%
|
The reduction in uplift in H1-FY24
vs. H1-FY23 is due to the impact of the
strikes, having worked on productions with less equipment and of
shorter duration as the market continued its recovery during the
period.
Main Package sales
Main packages are agreed with ADF's
clients, in most cases several months in advance for the hire of
specific items of equipment over a set timeframe. Each type of
equipment has a set daily hire rate. The cost of ADF staff required
to be onsite to manage and service the equipment is also calculated
by reference to a set daily hire rate. The rate card is set and
adjusted annually. Main packages are purely to secure and
'pre-book' the equipment and staff. These packages are split into
equal fortnightly payments beginning two weeks before commencement
of principal filming.
Additional sales
ADF's trailers and staff are
typically booked six or more months in advance, and client
requirements invariably change in the run up to and during filming.
Often, at the time of booking, scripts have not been finalised and
locations have not been agreed. Any additional equipment and staff
required closer to and during the filming period, plus the labour
& transport cost to move equipment, are then charged out weekly
during the filming period. Additional sales include such items
as:
· Labour
recharges - this is the largest component of additional revenue
(typically more than half) and is principally payments for drivers
to move trailers and equipment around the various locations on each
production.
· Additional trailer hire - incremental ad-hoc vehicles required
during the project.
· Fuel
recharges - ADF recharges fuel used on productions (with a c.10%
admin fee).
· Sundry
recharges - consumable products, hand sanitisers, toiletries
etc
Revenue Mix
ADF worked on 38 productions in
H1-FY24, the same number as in H2-FY23. However, there was a
reduction in revenue per production in H1-FY24 to £304k, a 16%
decrease when compared with H1-FY23 (£361k).
The BBC became the largest share of
revenue in the period as the available work
all gravitated to their shows, with streamers effectively offline
during the strikes.
|
H1-FY24
|
|
H1-FY23
|
|
Revenue by Platform
|
£000's
|
%
|
£000's
|
%
|
Amazon
|
£223
|
1.5%
|
£747
|
3.4%
|
Apple
|
£2,626
|
17.3%
|
£2,378
|
10.9%
|
BBC
|
£4,011
|
26.4%
|
£3,059
|
14.1%
|
Disney
|
£515
|
3.4%
|
£3,037
|
13.9%
|
Fox
|
£0
|
0%
|
£0
|
0%
|
ITV
|
£852
|
5.6%
|
£2,671
|
12.3%
|
Marvel
|
£0
|
0%
|
£0
|
0%
|
Netflix
|
£3,355
|
22.1%
|
£4,578
|
21.0%
|
Other Productions
|
£2,395
|
15.7%
|
£4,265
|
19.6%
|
Sky
|
£1,209
|
8.0%
|
£607
|
2.8%
|
Total invoiced
|
£15,186
|
100.0%
|
£21,342
|
98.0%
|
Cross Hire & Other
|
£0
|
0%
|
£435
|
2.0%
|
Total revenue
|
£15,186
|
100.0%
|
£21,777
|
100.0%
|
Split
|
|
|
|
|
ADF
|
£11,548
|
76%
|
£16,617
|
76%
|
Location One
|
£3,638
|
24%
|
£5,160
|
24%
|
|
£15,186
|
100%
|
£21,777
|
100%
|
|
|
|
|
|
ADF Productions (No.)
|
38
|
|
46
|
|
ADF Ave Rev Per
Production
|
£304
|
|
£361
|
|
|
|
|
|
|
|
|
The split of productions across the
revenue bands is shown below:
Production value
|
H1-FY24
|
H1-FY23
|
FY23
|
£0 - £500k
|
31
|
37
|
72
|
£500k - £1.0m
|
5
|
4
|
7
|
£1.0m - £1.5m
|
1
|
2
|
3
|
£1.5m - £2.0m
|
0
|
2
|
1
|
£2.0m - £2.5m
|
1
|
0
|
1
|
£2.5m - £3.0m
|
0
|
1
|
0
|
|
38
|
46
|
84
|
Share Based Payments & Non-Recurring
Expenses
The share-based payments relate to
certain options granted to the two current Executive Directors
along with members of the Senior Management Team. The non-recurring
expenses in the prior period relate to adjustments to the carrying
value of goodwill and provisions for deferred consideration
payments relating to the acquisition of Location One in
2022.
On 4 March 2024, the Company
awarded a total of 1,001,225 options under its LTIP to Marsden
Proctor (571,429 options) and Neil Evans (429,796 options). The
awards are over ordinary shares of £0.01 in the form of options to
acquire ordinary shares at nominal value.
The LTIP Awards will vest not
earlier than the third anniversary of grant subject to meeting the
performance conditions applied to the awards measured over the
three-year period ending 31 December 2026. 50% of the award is
subject to an EBITDA growth performance target and 50% is subject
to a total shareholder return growth target with vesting commencing
at 6% CAGR rising on a straight line to full vesting at 10% CAGR.
The LTIP Awards are subject to a two-year post-vesting holding
period.
Awards of a further 566,329 options
were made to other senior employees on similar terms.
Dividend & EPS
Reflecting confidence in the
Group's performance for the full year, the Board has declared an
interim dividend of 0.5 pence per share in respect of the six
months ended 30 June 2024 (the "Interim Dividend"). The Interim
Dividend will be paid on 25 October 2024, with a record date of 4
October 2024 and an ex-dividend date of 3 October 2024.
The Interim Dividend, over an
increased number of ordinary shares in issue following the
successful placing approved by shareholders on 9 September 2024, is
reflective of the Group's progressive dividend policy.
The Company declared a final
dividend of 0.90 pence per share in April 2024 in relation to the
year ended 31 December 2023. This took the total dividend for that
year to 1.40 pence per share, with the interim dividend of 0.50
pence per share in October 2023.
Basic earnings per share for
H1-FY24 was a loss of 0.75 pence per share compared with earnings
of 3.20 pence per share in H1-FY23.
The Company paid a final dividend
of 0.90 pence per share in June 2023 in relation to the year ended
31 December 2022. This took the total dividend for that year to
1.36 pence per share, with the interim dividend of 0.46 pence per
share in October 2022. The Company also paid an interim dividend in
October 2023 of 0.50 pence per share in relation to the year ended
31 December 2023. The dividend policy is progressive with growth in
earnings. Basic earnings per share for FY23 was 0.99 pence per
share, (FY22: 6.1 pence per share).
Cash Flow & Net Debt
During H1-FY24, ADF financed capex
of £0.8 million by hire purchase, and the balance of £0.5 million
was paid for out of the Company's own cash.
The majority of the hire purchase funding was with two providers,
PACCAR Finance, the in-house finance company for DAF vehicles, and
HSBC. Interest rates have increased in line with the Bank of
England base rate and averaged 6.9% across H1-FY24 (FY23: 7.5%).
The interest rate being paid across all HP contracts averages 4% to
30 June 2024. Total hire purchase repayments including interest
were £2.8 million. No new property leases were added in the
period.
Net current liabilities increase to
£3.9 million from £2.7 million at the 31 December 2023, largely due
to the timing of HMRC liabilities and a slight increase in trade
payables offset by a reduction in trade receivables.
Net debt, excluding IFRS 16 leases,
at the end of June 2024 was £13.0 million (31 December 2023: £12.8
million) with hire purchase liabilities decreasing from £16.3
million at the end of FY23 to £14.7 million at the end June 2024,
and cash reducing from £3.5 million to £1.7 million. During the
period a dividend of £0.7 million was paid, being the only other
significant cash flow item.
FACILITIES BY ADF PLC
UNAUDITED CONSOLIDATED STATEMENT OF COMPREHENSIVE
INCOME
FOR THE SIX MONTHS ENDED 30 JUNE 2024
|
Note
|
|
Six months
ended
30 June 2024 (unaudited)
£'000
|
|
Six months
ended
30 June 2023 (unaudited)
£'000
|
|
|
|
|
|
|
Revenue
|
3
|
|
15,186
|
|
21,777
|
Cost of sales
|
4
|
|
(9,825)
|
|
(13,332)
|
Gross profit
|
|
|
5,361
|
|
8,445
|
|
|
|
|
|
|
Administrative expenses
|
|
|
(5,391)
|
|
(5,031)
|
Non-recurring expenses
|
5
|
|
-
|
|
(23)
|
Share based payment
expense
|
11
|
|
(84)
|
|
(29)
|
Operating (loss)/ profit
|
|
|
(114)
|
|
3,362
|
|
|
|
|
|
|
Finance expense
|
8
|
|
(682)
|
|
(625)
|
(Loss)/ profit before taxation
|
|
|
(796)
|
|
2,737
|
Taxation
|
|
|
186
|
|
(192)
|
(Loss)/ profit for the period
|
|
|
(610)
|
|
2,545
|
|
|
|
|
|
|
Earnings per share for (loss)/ profit attributable to the
owners
|
|
|
|
|
|
Basic (loss)/ earnings per share
(£)
|
6
|
|
(0.0075)
|
|
0.0320
|
Diluted (loss)/ earnings per share
(£)
|
6
|
|
(0.0075)
|
|
0.0298
|
|
|
|
|
|
|
|
|
|
|
|
|
FACILITIES BY ADF PLC
UNAUDITED CONSOLIDATED STATEMENT OF FINANCIAL
POSITION
AS
AT 30 JUNE 2024
|
Note
|
|
As at
30 June
2024
(unaudited)
£'000
|
|
|
As at
31 December
2023
(audited)
£'000
|
Assets
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
Inventories
|
|
|
585
|
|
|
576
|
Trade and other
receivables
|
|
|
3,127
|
|
|
1,710
|
Cash and cash
equivalents
|
|
|
1,681
|
|
|
3,533
|
Total current assets
|
|
|
5,393
|
|
|
5,819
|
|
|
|
|
|
|
|
Non-current assets
|
|
|
|
|
|
|
Property, plant and
equipment
|
7
|
|
12,300
|
|
|
12,638
|
Right-of-use assets
|
8
|
|
30,480
|
|
|
31,527
|
Intangible assets
|
9
|
|
6,287
|
|
|
6,262
|
Total non-current assets
|
|
|
49,067
|
|
|
50,427
|
|
|
|
|
|
|
|
Total assets
|
|
|
54,460
|
|
|
56,246
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
Trade and other payables
|
|
|
4,528
|
|
|
2,941
|
Lease liabilities
|
8
|
|
4,847
|
|
|
5,624
|
Total current liabilities
|
|
|
9,375
|
|
|
8,565
|
|
|
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
|
|
Other provisions
|
|
|
41
|
|
|
40
|
Lease liabilities
|
8
|
|
18,427
|
|
|
19,584
|
Contingent consideration
|
|
|
60
|
|
|
60
|
Deferred tax liabilities
|
|
|
2,844
|
|
|
3,030
|
Total non-current liabilities
|
|
|
21,372
|
|
|
22,714
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
30,747
|
|
|
31,279
|
|
|
|
|
|
|
|
Net Assets
|
|
|
23,713
|
|
|
24,967
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
Called up share capital
|
11
|
|
809
|
|
|
809
|
Share premium
|
|
|
15,547
|
|
|
15,547
|
Share based payment
reserve
|
11
|
|
1,543
|
|
|
1,459
|
Merger reserve
|
|
|
(400)
|
|
|
(400)
|
Retained earnings
|
|
|
6,214
|
|
|
7,552
|
Total equity
|
|
|
23,713
|
|
|
24,967
|
FACILITIES BY ADF PLC
UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN
EQUITY
FOR THE SIX MONTHS ENDED 30 JUNE 2024
|
Note
|
Share
Capital
£'000
|
Share
Premium
£'000
|
Share Based Payment
Reserve
£'000
|
Merger
Reserve
£'000
|
Retained
Earnings
£'000
|
Total
Equity
£'000
|
Balance at 01 January
2023
|
|
794
|
15,492
|
1,652
|
(400)
|
7,879
|
25,417
|
Comprehensive
Income
|
|
|
|
|
|
|
|
Profit for the year
|
|
-
|
-
|
-
|
-
|
794
|
794
|
Transactions with
owners
|
|
|
|
|
|
|
|
Exercise of options
|
11
|
15
|
55
|
(252)
|
-
|
252
|
70
|
Share based payment charge on long
term incentive program
|
11
|
-
|
-
|
59
|
-
|
-
|
59
|
Deferred tax on share
options
|
|
-
|
-
|
-
|
-
|
(243)
|
(243)
|
Dividends
|
|
-
|
-
|
-
|
-
|
(1,130)
|
(1,130)
|
Balance at 31 December
2023 (audited)
|
|
809
|
15,547
|
1,459
|
(400)
|
7,552
|
24,967
|
|
|
|
|
|
|
|
|
Balance at 01 January
2024
|
|
809
|
15,547
|
1,459
|
(400)
|
7,552
|
24,967
|
Comprehensive
Income
|
|
|
|
|
|
|
|
Loss for the period
|
|
-
|
-
|
-
|
-
|
(610)
|
(610)
|
Transactions with
owners
|
|
|
|
|
|
|
|
Share based payment charge on long
term incentive program
|
11
|
-
|
-
|
84
|
-
|
-
|
84
|
Dividends
|
|
-
|
-
|
-
|
-
|
(728)
|
(728)
|
Balance at 30 June 2024
(unaudited)
|
|
809
|
15,547
|
1,543
|
(400)
|
6,214
|
23,713
|
FACILITIES BY ADF PLC
UNAUDITED CONSOLIDATED STATEMENT OF CASH
FLOWS
FOR THE SIX MONTHS ENDED 30 JUNE 2024
|
Note
|
|
Six months
ended
30 June
2024
(unaudited)
£'000
|
|
Year ended
31 December
2023
(audited)
£'000
|
Cash flows from operating activities
|
|
|
|
|
|
(Loss)/ profit before taxation from
continuing activities
|
|
|
(796)
|
|
615
|
Adjustments for non-cash/non-operating
items:
|
|
|
|
|
|
Depreciation of property, plant and
equipment
|
7
|
|
941
|
|
1,751
|
Amortisation of right-of-use
assets
|
8
|
|
1,617
|
|
3,227
|
Amortisation of intangible
assets
|
9
|
|
12
|
|
18
|
Impairment of goodwill
|
9
|
|
-
|
|
1,019
|
Profit on disposal of property,
plant and equipment
|
7
|
|
(85)
|
|
(84)
|
Loss on disposal of right of use
assets
|
8
|
|
113
|
|
75
|
Share based payment
charge
|
11
|
|
84
|
|
59
|
Fair value gain on deferred
consideration
|
|
|
-
|
|
(818)
|
Finance expense
|
8
|
|
682
|
|
1,396
|
|
|
|
2,568
|
|
7,258
|
Increase in inventories
|
|
|
(9)
|
|
(159)
|
(Increase)/ decrease in trade and
other receivables
|
|
|
(1,417)
|
|
1,335
|
Increase/ (increase) in trade and
other payables
|
|
|
1,587
|
|
(3,381)
|
Cash from operations
|
|
|
2,729
|
|
5,053
|
Net cash generated from operating
activities
|
|
|
2,729
|
|
5,053
|
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
|
|
Purchase of property, plant and
equipment
|
7
|
|
(516)
|
|
(4,437)
|
Purchase of intangible
assets
|
9
|
|
(37)
|
|
(10)
|
Purchase of right-of-use
assets1
|
8
|
|
(132)
|
|
(90)
|
Proceeds from sale of property,
plant and equipment
|
|
|
180
|
|
434
|
Net cash used in investing
activities
|
|
|
(505)
|
|
(4,103)
|
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
Proceeds from issue of
shares
|
|
|
-
|
|
70
|
Cash movements on lease
liabilities
|
8
|
|
(2,666)
|
|
(4,479)
|
Interest paid on lease
liabilities
|
8
|
|
(682)
|
|
(1,335)
|
Interest on deferred
consideration
|
|
|
-
|
|
(57)
|
Other interest paid
|
|
|
-
|
|
(4)
|
Dividends paid
|
|
|
(728)
|
|
(1,130)
|
Net cash used in financing
activities
|
|
|
(4,076)
|
|
(6,935)
|
|
|
|
|
|
|
Net decrease in cash and cash
equivalents
|
|
|
(1,852)
|
|
(5,985)
|
Cash and cash equivalents at
beginning of period
|
|
|
3,533
|
|
9,518
|
Cash and cash equivalents at end of period
|
|
|
1,681
|
|
3,533
|
1The purchase of right-of-use assets relates to cash additions
made to improve assets held on hire purchase, included in right
-of-use assets as detailed in note 8.
10 Capital commitments and
contingencies
Capital and financial commitments
The Group commits to lease
agreements in respect of hire facilities over 6 months in advance,
this is due to the nature of the facilities leased.
As at 30 June 2024 the Group
committed to new fleet capital expenditure orders of £2.7 million
for the remainder of the year.
The Group held no other additional capital, financial and or other
commitments at 30 June 2024.
11 Share capital
Ordinary Shares of 1p each
|
£'000
|
Allotted, called up and fully paid
|
|
At 01 January 2023
|
794
|
1.5 million issued Ordinary Shares
of 1p in respect of exercised options
|
15
|
At 31 December 2023
|
809
|
|
|
At 01 January 2024
|
809
|
At 30 June 2024
|
809
|
All classes of shares have full
voting, dividends, and capital distribution rights.
On the 5 January 2022 the shares of
the Company were admitted to the London Stock Exchange trading on
the UK AIM market. Admission and dealings of the ordinary shares of
Facilities by ADF Plc became effective on this date.
On 9 June 2023 1,200,000
new ordinary shares were
issued in respect of options exercised. The options exercised were
outstanding prior to the Company's January 2022 IPO, as detailed in
the Company's Admission Document, with the majority having been
issued in 2020 as part of the Company's Enterprise Management
Incentive ("EMI") scheme.
On 5 July 2023, 300,000
new ordinary shares were
issued in respect of options exercised. The options exercised were
outstanding prior to the Company's January 2022 IPO, as detailed in
the Company's Admission Document, with the majority having been
issued in 2020 as part of the Company's EMI scheme.
No options were exercised or
forfeited during the period ending 30 June 2024.
Share Options
The Group has two separate share
option schemes in place, those being the Long-Term Incentive Plan
("LTIP"), and an Enterprise Management Incentive Share
Scheme.
CAD Services Ltd operated two
equity-settled share-based remuneration schemes for employees,
under Enterprise Management Incentive Share Schemes. These options
were to lapse if the individual leaves within 10 years from the
date of grant if all vesting conditions had not been met earlier.
These options were superseded, and all options were rolled over
into new options issued by Facilities by ADF PLC as part of the
acquisition transaction that took place 3 December 2021. The
exercisable options held were rolled over to equivalent
options.
The Group has additionally put in
place a Long-Term Incentive Plan ("LTIP"), to ensure alignment
between Shareholders, and those responsible for delivering the
Group's strategy and attract and retain the best executive
management talent. The LTIP will only reward the participants if
shareholder value is created. This ensures alignment of the
interests of management directly with those of Shareholders. On 5
January 2022, the Company issued 500,000 and 390,000 new ordinary
share options to M Proctor and N Evans, respectively. The options
hold an exercise price of 1p and will vest after 3 years subject to
specific performance measurement criteria.
On 4 March 2024 the Group awarded a
further 429,796 and 571,429 new ordinary share options to N Evans
and M Proctor, respectively under the LTIP, along with a further
566,329 for share options to other senior management
employees.
The terms and conditions of the
grants outstanding as at the 30 June 2024 are detailed
below:
Date of grant
|
No. of
options
|
Exercise
price £
|
Vesting
conditions
|
Contractual life of options
|
3 December 2021
|
500,000
|
0.01
|
Immediately
|
10 years
(Rollover)
|
3 December 2021
|
2,000,000
|
0.06
|
Immediately
|
10 years
(Rollover)
|
5 January 2022
|
1,200,000
|
0.50
|
Immediately
|
3
years
|
5 January 2022
|
890,000
|
0.01
|
LTIP
|
10
years
|
4 March 2024
|
1,567,554
|
0.01
|
LTIP
|
10
years
|
|
6,157,554
|
|
|
|
|
|
|
|
|
Details of the number of share
options granted, exercised, lapsed and outstanding at the end of
each period as well as the weighted average exercise prices in £
("WAEP") are as follows:
|
As at 30
June 2024
|
WAEP
|
|
As at 31
December 2023
|
WAEP
|
Outstanding at beginning of
period
|
4,590,000
|
0.16
|
|
6,090,000
|
0.14
|
Granted during the
period
|
1,567,554
|
0.01
|
|
-
|
-
|
Exercised during the
period
|
-
|
-
|
|
(1,500,000)
|
(0.05)
|
Outstanding at period
end
|
6,157,554
|
0.12
|
|
4,590,000
|
0.16
|
LTIP
Grant date
The grant date of the Options is
the date of issue.
Exercise
Unless otherwise determined and
subject to the redemption conditions having been met, the Company
and the holders of the Options have the right to exchange each
Option for Ordinary Shares in the Company, which will be dilutive
to the interests of the holders of Ordinary Shares. It is currently
expected that in the ordinary course options will be exchanged for
Ordinary Shares.
Vesting Conditions and
Vesting Period
The Options will vest and become
exercisable following the end of the Performance Period, being the
1 January 2022 to 31 December 2024 for options granted in January
2022 and 1 January 2024 to 31 December 2026 for options granted in
March 2024.
The Options are subject to certain
vesting Performance Conditions, the conditions are as
follows:
i.
50% of the Options will be subject to EBITDA target over the
Performance Period; and
ii.
50% of the Options will be subject to an absolute total shareholder
return performance condition over the Performance
Period.
If the Performance Conditions (or
any element of it) is not satisfied in full at the end of the
Performance Period any part of the Option that has not Vested as a
consequence of the Performance Condition (or any element of it) not
being satisfied in full shall lapse immediately on the Board's
determination that the Performance Condition (or the applicable
element of it) has not been satisfied in full.
Holding of
Options
N Evans, M Proctor and other senior
management hold the Options.
The following shares were in issue
on 30 June 2024:
Issue date
|
Name
|
Share designation at balance sheet
date
|
Nominal Price
|
Issue price per share
£'s
|
Number of Ordinary shares
|
IFRS 2 Fair value
£'s
|
5 January 2022
|
M Proctor
|
Ordinary Shares
|
£0.01
|
0.55
|
500,000
|
98,917
|
5 January 2022
|
N Evans
|
Ordinary Shares
|
£0.01
|
0.55
|
390,000
|
77,156
|
4 March 2024
|
N Evans
|
Ordinary Shares
|
£0.01
|
0.49
|
429,796
|
136,680
|
4 March 2024
|
M Proctor
|
Ordinary Shares
|
£0.01
|
0.49
|
571,429
|
181,721
|
4 March 2024
|
Senior Management
|
Ordinary Shares
|
£0.01
|
0.49
|
566,329
|
180,099
|
Valuation of
Options
Valuations were performed using a
Monte Carlo model to ascertain the fair value at grant date.
Details of the valuation methodology and estimates and judgements
used in determining the fair value are noted herewith and were in
accordance with IFRS 2 at grant date.
There are significant estimates and
assumptions used in the valuation of the Options. Management has
considered at the grant date, the potential range of value for the
Options, based on the circumstances on the grant date.
The fair value of the Options
granted under the scheme was calculated using a Monte Carlo model
with the following material inputs:
Issue date
|
Name
|
Share designation at balance sheet
date
|
Volatility
|
Risk-free rate
|
Expected term (years)
|
5 January 2022
|
M Proctor
|
Ordinary Shares
|
50%
|
1.0175%
|
3
|
5 January 2022
|
N Evans
|
Ordinary Shares
|
50%
|
1.0175%
|
3
|
4 March 2024
|
N Evans
|
Ordinary Shares
|
47%
|
4.12%
|
3
|
4 March 2024
|
M Proctor
|
Ordinary Shares
|
47%
|
4.12%
|
3
|
4 March 2024
|
Senior Management
|
Ordinary Shares
|
47%
|
4.12%
|
3
|
The Options are subject to the
Performance Conditions being achieved, which are market and
non-market performance conditions, and as such has been taken into
consideration in determining their fair value.
Expense related to
Options
An expense of £83,832
(30 June 2023: £29,346) has been recognised in the
Statement of Comprehensive Income in respect of the Options in
issue during the period. There is a condition associated with the
Options issued which requires the fair value charge associated with
the Options to be allocated over the minimum vesting period. This
vesting period is estimated to be 3 years from the date of
grant.
12 Post
balance sheet events
On 22 August 2024, the Group
announced the proposed acquisition of Autotrak Portable Roadways
Limited ('Autotrak'), one of the largest privately-owned suppliers
of portable roadway panels to the Film & TV industry in the UK.
The Company's acquisition of Autotrak completed on 10 September
2024.
With a client base of over 165
customers, Autotrak is a market leader delivering £8.3 million
turnover in the year to 31 December 2023 and an adjusted EBITDA of
£4.3 million. This marks the next step in the delivery of the
Group's vision for ADF as a One-Stop-Shop for Film and HETV
production, diversifying the product offering and customer base of
the Group.
The initial consideration will be
£10 million on a cash-free-debt-free basis and 5,915,357
consideration shares. Contingent consideration deferred over three
years from completion of an aggregate of up to £4.2 million is
payable in cash in equal annual tranches contingent on maintenance
of forecasted levels of adjusted EBITDA performance from FY25 to
FY27. In addition, earnout consideration of up to £4 million in
aggregate is payable in cash in FY28 based on growth in adjusted
EBITDA performance from FY25 to FY27.