Final Results

RNS Number : 7601U

AB Dynamics PLC

27 November 2019

 

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE EU MARKET ABUSE REGULATION (596/2014). UPON THE PUBLICATION OF THE ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.

27 November 2019

AB Dynamics plc

Final Results for the Year Ended 31 August 2019

"Strong growth and delivery against strategic priorities"

AB Dynamics plc ("AB Dynamics", the "Company" or the "Group"), the designer, manufacturer and supplier of advanced testing systems and measurement products to the global automotive market, is pleased to announce its final results for the year ended 31 August 2019.

	Audited 2019 £m	Audited 2018 £m
Revenue	58.0	37.1	+56%
Adjusted operating profit1	13.5	8.5	+58%
Adjusted operating margin	23.3%	23.1%	+20 bps
Adjusted profit before tax1	13.7	8.6	+59%
Statutory operating profit	10.8	7.9	+37%
Statutory profit before tax	11.0	7.9	+38%
Statutory profit after tax	9.6	7.0	+38%
Adjusted cash flow from operations1	10.5	9.9	+6%
Net cash	36.2	15.9	+127%
	Pence	Pence
Adjusted diluted earnings per share1	55.4	36.9	+50%
Basic earnings per share	42.9	36.3	+18%
Fully diluted earnings per share	42.1	35.0	+20%
Total dividend per share	4.40	3.67	+20%

(1)   Before acquisition related charges, agent termination fees and share based payment charges. A reconciliation to statutory measures is given in the Financial Review.

Financial Highlights

·      Revenue and adjusted operating profit increased 56% and 58%, respectively through increased demand for the Group's products and services, supported by new product development and establishment of international routes to market.

·      Underlying revenues increased by 55% with a small 1% benefit from the acquisition of rFpro at the end of June 2019.

·      Adjusted operating margins increased by 20 bps to 23.3% as a result of operating leverage across the business.

·      Adjusted profit before tax increased by 59% to £13.7m and the corresponding adjusted diluted EPS increased by 50% as the adjusted effective corporation tax rate increased to 16.8% (2018: 14.1%).

·      Adjusted cash flow from operations increased by 6% to £10.5m with cash conversion of 78% after investment in working capital.

·      Total dividend increased by 20% to 4.40p per share as a result of a strong performance and confidence in the Group's outlook.

Operational Highlights

·      Introduction of updated strategic priorities setting out the Group's plans for long term, sustainable growth

·      Establishment of new international routes to market in the USA and Japan.

·      In Track Testing, the launch of additional new products including Ground Traffic Control software for proving ground automation, TrackFi Powermesh advanced radio system and heavy-duty versions of both the Guided Soft Target and Launchpad ADAS targets.

·      In Laboratory Testing and Simulation, the Group has further developed the aVDS simulation market with key strategic sales and development of increased product functionality whilst launching the new ANVH 250 product line.

·      Construction commenced on a new 2,850m² facility for new product development and simulation.

·      Following a successful share placing in May 2019, raising net proceeds of £48.2m, acquisition expenditure totalled £35.4m with £18.1m on rFpro and £17.3m on Dynamic Research Inc.

Commenting on the full year results, Dr James Routh, Chief Executive Officer said:

"The Group's performance in 2019 was very strong, delivered through continued development of new products and services to a buoyant market for Advanced Driver Assistance Systems and autonomous vehicle development.  AB Dynamics delivered another year of strong growth in adjusted earnings per share whilst simultaneously initiating the delivery of the Group's updated strategic priorities, including the acquisitions delivered during the second half.  Despite global macro-economic uncertainty and challenges facing the automotive sector, the Board remains confident that the Group will continue to deliver further growth in the coming year."

Enquiries:

AB Dynamics plc	01225 860 200
Tony Best, Chairman
Dr James Routh, Chief Executive Officer
Sarah Matthews-DeMers, Chief Financial Officer
Mat Hubbard, Chief Technology Officer
Cairn Financial Advisers (Nomad)	0207 213 0880
Tony Rawlinson Liam Murray Ludovico Lazzaretti
Cantor Fitzgerald Europe (Broker)	0207 894 7000
Phil Davies, David Foreman (Corporate Finance) Caspar Shand Kydd, Keith Dowsing, Arthur Gordon (Equity Sales)
Tulchan Communications	0207 353 4200
James Macey White
Matt Low
Deborah Roney

 

About AB Dynamics plc

AB Dynamics is a leading designer, manufacturer and provider of advanced products for testing and verification of Advanced Driver Assistance Systems ("ADAS") technology, autonomous vehicle development and vehicle dynamics to the global automotive research and development sector. 

AB Dynamics is an international group of companies headquartered in Bradford-on-Avon.  AB Dynamics currently supplies all the top automotive manufacturers, Tier 1 suppliers and service providers, who routinely use the Group's products to test and verify vehicle safety systems and dynamics.

PRELIMINARY ANNOUNCEMENT OF FINAL RESULTS FOR YEAR ENDED 31 AUGUST 2019

CHAIRMAN'S STATEMENT

Overview

I am pleased to report that the Group has delivered its tenth successive year of record revenue and adjusted profit reflecting continued strong demand for our advanced testing systems and measurement equipment.  During the year the Group experienced a very favourable market background and reported revenues grew 56% to £58m and adjusted operating profit grew 58% to £13.5m. The outturn also benefited from our success in reducing our lead times, which had lengthened with strong levels of demand, to more appropriate levels.  We operate in markets that benefit from long-term structural and regulatory growth drivers, and against this positive backdrop our customers continue to develop ever more sophisticated Advanced Driver Assistance Systems and semi and fully autonomous vehicles that will be required in the future. The results are discussed in detail in the Chief Executives Review and in the Financial Review that follow.

In May 2019, the Group raised gross proceeds of £50.1m through a Placing of £45.1m, followed in June 2019 by the closing of an Open Offer of £5m, both of which were oversubscribed.  We were delighted by the response from existing and also new investors whom we were pleased to welcome to the Shareholder Register. At the time the Board signalled its intention to use the net proceeds from the fundraise to support the Group's strategy, updated earlier in the year.  The refreshed strategy, under the leadership of our CEO, has brought added focus to our new product development, our capability and capacity requirements to meet future growth, our international footprint, service and support functions, and opportunities for acquisitive growth.

Following the capital raise, the opportunity arose to acquire two complementary and attractive businesses with whom we had previously worked very closely for a number of years. In June 2019, we were pleased to announce the acquisition of rFpro, Kangaloosh Limited, for a maximum consideration of up to £21.6m and at the end of August 2019 the purchase of Dynamic Research Incorporated ('DRI') for a maximum consideration of up to US$24.5m.  Both businesses are firmly aligned to our acquisition criteria, with rFpro adding important engineering grade simulation software and highly accurate digital replicas of public roads, test tracks and racing circuits, and DRI who are experts in testing ADAS and vehicle dynamics, alongside the manufacture of a range of products for use in ADAS testing. I have much pleasure in welcoming the staff of both organisations to AB Dynamics.

International footprint and manufacturing facilities

We continue to invest in our manufacturing capacity and international footprint, our capabilities and our people. During the year we commenced operations from new facilities in Germany and the USA and as part of our international expansion we intend to establish Group operations in other key markets, including Japan where we are currently transitioning activities inhouse.

As we have previously announced the Group has now received full planning permission for a new 2,850m² facility adjacent to our existing headquarters in Bradford-on-Avon that will be used as a simulation centre of excellence and for engineering research and development. Ground work has begun with completion expected in Q4 2020. In addition, the Board has approved the consolidation of activities currently located in a number of smaller locations into a single operational site.  The Group has purchased a 2.5 acre site on the outskirts of Melksham, approximately 5 miles from our main operations, on which we plan to build a new production facility. Building work is expected to commence in FY2021 and will take approximately 12 months to complete.

Board changes

Dr. James Routh joined the Group on 1 October 2018 as Chief Executive Officer.  James has brought strong leadership and a wealth of relevant experience to the Group and it has been a great pleasure to welcome him to AB Dynamics and the Board. 

On 13 February 2019 it was announced that Robert Hart had informed the Group of his intention to step down from his role as Chief Financial Officer and from the Board after ten years with AB Dynamics.  I would like to thank Rob for his contribution to the success of the Group over the years up to and since our AIM IPO in 2013. As previously announced, Sarah Matthews-DeMers has been appointed as Chief Financial Officer with effect from 4 November 2019.  Sarah brings extensive experience of financial management in public companies, investor relations and strategic development and I am delighted she has joined AB Dynamics.

Bryan Smart has also informed the Board of his intention to step down from his position as Chairman of the Audit and Risk Committee and retire from the Board at the AGM in January 2020.  I would like to thank Bryan for his support and contribution to the development of the Group over the years since our flotation. The Board has begun the search for a suitable replacement and has also taken the decision to look to appoint a Non-Executive Director with relevant industry experience.

I would also like to thank each of our Non-Executive Directors for their continued wise counsel and contribution to the success of the Group during the year.

Corporate governance

The Board is united in its view that robust corporate governance and risk management are essential to maintaining the stability and growth of the Group and its financial health.  I am pleased to confirm that AB Dynamics has adopted the Quoted Companies Alliance ('QCA') code and a statement of compliance is set out on our AIM Rule 26 website.  Further details of the Group's approach to governance and its procedures are included in the Annual Report for the year ended 31 August 2019.

Our employees

I would like to thank all our employees for their continued hard work and professionalism over a very busy year. At its heart AB Dynamics is a people business and it is the contribution and performance of our talented employees that underpins our undoubted achievements. As we have grown, we have welcomed a significant number of new staff to the Group and we now have 264 employees (FY2018: 145), including employees of rFpro and DRI.  I am pleased to say that we continue to attract the talent that we require to develop the increasingly complex new products that will be demanded by both our long standing and newly emerging customers.

Dividend

The Board is recommending a final dividend of 2.79p per share payable on 13 February 2020 subject to shareholder approval at the AGM. The ex-dividend date will be 2 January 2020 and the record date will be 3 January 2020. The total dividend for the year will therefore be 4.40p per share which is an increase over the prior year of 20%. The Board expects to continue to pursue a progressive dividend policy in the future.

Outlook

AB Dynamics operates in long-term growth markets and has established a unique position as a leading designer, manufacturer and supplier of advanced testing and simulation solutions to the automotive industry globally. We continue to invest heavily into new product development that is critical to our future success and it is particularly pleasing therefore to report that we have now received a third order for our advanced Vehicle Driving Simulator ('aVDS'). We expect simulation to play an increasingly important and critical part in the development of semi and fully autonomous vehicles in the future as manufacturers will need to evaluate their vehicles extensively under large numbers of complex scenarios to provide a safe environment for all road users.

As in previous years, we have a healthy order book that provides good forward visibility and will continue to invest in our capabilities and infrastructure which will tend to constrain our margins. Whilst we remain optimistic about our prospects and the Group's future, we do remain alert to the continued difficulties faced by many of our customers selling into the global automotive market.

CHIEF EXECUTIVE'S REVIEW

Overview

AB Dynamics has delivered a record year of highly profitable growth whilst implementing its recently announced evolved strategy for long-term sustainable growth. The Group has continued to develop and launch new products to meet the rapidly changing market conditions in the test and verification of both conventional and autonomous vehicle development. In parallel the Group has enhanced its capabilities and capacities to support the current and anticipated growth.

Financial performance

In 2019, the Group delivered strong reported revenue growth of 56% to £58.0m (2018: £37.1m) and the acquisition of rFpro towards the end of the year contributed 1%, with underlying revenue growth of 55%.

Group adjusted operating profit increased 58% to £13.5m (2018: £8.5m) resulting in an improvement in adjusted operating margins of 20 bps to 23.3% (2018: 23.1%). This is in line with guidance provided at the half year detailing our planned increase in operating costs to support our growth strategy.

Gross margins have increased by 100 bps to 48.2% due to growth in relatively higher margin track testing sales compared to the prior year comparative. During the second half of the year, the Group implemented planned operating cost increases to invest in product development, the establishment of both US and Japan offices and building the management team. Attractive operating margins were maintained due to strong sales growth.

The Group delivered adjusted operating cash flow of £10.5m. The net cash position at year end increased +127% to £36.2m (2018: £15.9m). Excluding the cash raised via the share placing in May 2019 and the subsequent acquisitions of rFpro and DRI, underlying net cash increased by £3.3m to £19.2m.

Sector review

The track testing sector delivered strong revenue growth of 50% to £49.8m (2018: £33.3m) through continued demand from all sectors for our range of driving robots and ADAS platforms. Driving robot sales grew 43% to £30.1m (2018: £21.1m) through across the board demand, but particular growth in Asia Pacific and the USA. ADAS platforms grew by 66% to £19.7m (2018: £11.9m) with the new LaunchPad platform for Vulnerable Road Users ('VRU') gaining significant market traction complemented by continued growth of the Guided Soft Target platform. The increased proportion of ADAS platform sales is as expected as the market moves towards testing of multi-object scenario-based tests which utilise a higher quantity of interaction vehicles and VRUs.

For the laboratory testing and simulation sector, revenues grew by 118% to £8.2m (2018: £3.7m) with strong growth in our sales of Suspension Parameter Measurement Machines ('SPMM') and aVDS sales increasing, particularly with the successful order and technical partnership formed with Alfa Romeo Formula 1 team. On an underlying basis, excluding the small revenue contribution from rFpro, revenues grew by 99%.

The market for SPMM improved during FY2019, particularly as demand from China has increased as new automotive OEMs required kinematics and compliance measurement capabilities.  The simulation sector continues to develop as vehicle manufacturers recognise the need for both driver-in-the-loop simulation and driverless simulation in order to accelerate the development of active safety systems and semi-autonomous driving technology.  The motorsport market continues to develop as the utilisation of high frequency response motion-based simulation can provide significant competitive advantages.

Progress on our strategy

The Group has made good progress against our strategic priorities. The Group has delivered a number of new products to the market during the year, including the Ground Traffic Control proving ground automation software, heavy duty versions of both the GST and LaunchPad enabling testing of larger vehicles such as trucks and buses, and the development of an active system for motion cueing in our aVDS simulator. The acquisitions of both rFpro and DRI represent opportunities for further collaborative product development.

The management team has been restructured and developed to ensure we have the appropriate skills and experience to deliver the strategic priorities and construction has commenced on our new 'North Site' facility adjacent to our existing headquarters. Significant investment has been made in ensuring we have sufficient manufacturing capacity to maintain our growth and lead times were reduced in the first half of the year whilst maintaining the Group's focus on quality.

The Group has established three new international locations, expanding our footprint into strategically important markets. Combined with our recent acquisitions we now have nine locations across four countries to enable us to service our customers directly and ensure responsiveness and agility. New offices have been established in Japan (Yokohama), USA (Detroit) and Germany (Munich) complementing the existing locations in the UK (Bradford on Avon) and Germany (Giessen). The acquisitions have provided additional facilities in the UK (Romsey) and three in the USA (Torrance & Bakersfield, California and Ann Arbor, Michigan).

Towards the end of the year the Group introduced a new service and support offering which will be implemented during 2020 through our new international locations.

Acquisitions

Following the Group's successful share placing in May 2019 which raised net proceeds of ca. £48m we were able to pursue our strategic objective to acquire value enhancing, attractive acquisitions. During 2019 total acquisition spend was £35.4m of which £18.1m was invested in the acquisition of rFpro, a leading developer of engineering grade simulation software and digital twins. Immediately prior to the end of the financial year we invested £17.3m in the acquisition of Dynamic Research Inc, a leading supplier of automotive engineering test products and services to the US automotive sector.

The Group continues to seek value enhancing acquisitions and the pipeline of potential opportunities remains positive.

Summary

AB Dynamics reported another robust performance in 2019, delivering strong growth in revenue and earnings. Both the track testing and laboratory and simulation sectors contributed to this growth and this performance provides confidence for continued progress in the year ahead, particularly leveraging the Group's recently acquired businesses. We are aware of continued difficulties and potential delays in the automotive sector. However, with a proven business model coupled with long-term structural market growth drivers the outlook for AB Dynamics remains positive.

FINANCIAL REVIEW

The Group delivered strong revenue and profit growth during the year and also started to invest in the capability and capacity required to facilitate continued growth. This investment was funded from cash generated from operations. Cash raised from the issue of new shares was used to fund the acquisitions made during the year leaving net cash at the year end of £36.2m that will support further investment in the Group's capacity and future acquisitions.

Trading performance

Revenue increased by 56% to £58.0m (2018: £37.1m) driven by an increase in track testing revenue of 50% to £49.8m (2018: £33.3m) and laboratory testing and simulation revenue of 118% to £8.2m (2018: £3.7m).

Adjusted operating profit increased 58% to £13.5m (2018: £8.5m) while adjusted earnings before interest, tax, depreciation and amortisation ('EBITDA') increased 65% to £14.8m (2018: £9.0m).

Adjusted operating margin increased by 20 bps to 23.3% (2018: 23.1%) as the operating leverage from the additional revenue generated was used to invest in our infrastructure. After adding back depreciation and amortisation, this left return on sales (defined as EBITDA divided by revenue) of 25.1% (2018: 24.3%), an increase of 80 bps.

After net interest income of £0.2m (2018: £0.1m), adjusted profit before tax was £13.7m (2018: £8.6m).

The Group adjusted tax charge totalled £2.3m (2018: £1.2m), an adjusted effective tax rate of 16.8% (2018: 14.1%). The effective tax rate is lower than the current UK corporation tax rate due to allowances for research and development and Patent Box. In future years the effective tax rate is expected to increase as a proportion of profits are expected to be generated overseas in territories with higher tax rates than the UK. 

Adjusted diluted earnings per share were 55.4p (2018: 36.9p), an increase of 50%.

Adjustments totalled £2.7m (2018: £0.7m) of which £1.6m relates to acquisition fees, £0.6m to share based payments and £0.5m to fees to terminate agents as we brought our German distribution channel in-house. 

Statutory operating profit grew by 37% from £7.9m to £10.8m and after interest income of £0.2m (2018: £0.1m), statutory profit before tax was up 38% from £7.9m to £11.0m, giving statutory basic EPS of 42.9p (2018: 36.3p). The statutory tax charge was £2.3m (2018: £0.9m). A reconciliation of statutory to underlying non-GAAP financial measures is provided below.

Return on capital employed ('ROCE')

Our capital-efficient business and high margins enable generation of strong ROCE (defined as adjusted operating profit as a percentage of capital employed). However, in the years in which we acquire businesses or new properties, our capital base grows disproportionately with profit therefore the ratio will be impacted. This accounted for the decrease in ROCE in the year from 40.4% in 2018 to 18.7% in 2019.

Cash generation

Net cash at the end of the year was £36.2m (2018: £15.9m).

Operating activities generated adjusted cash inflow of £10.5m (2018: £9.9m) with cash conversion of 78% after net investment in working capital of £3.6m. After interest income of £0.2m and paying tax of £1.4m and dividends of £0.7m, this allowed us to invest £4.9m in property, plant and equipment and acquisition of intellectual property, leaving £3.1m (2018: £4.6m) free cash flow.

On 7 June 2019, a total of 2,050,000 new ordinary shares were placed for £22.00 and 227,500 new ordinary shares were admitted to trading on AIM following the issue of Open Offer Shares, raising total net proceeds of £48.2m. The exercise of share options added a further £1.6m. £35.4m of these proceeds were invested in the acquisition of rFpro and DRI (£32.8m net of cash acquired and expenses).

Acquisitions

On 27 June 2019, the Group completed the acquisition of Kangaloosh Limited (trading as 'rFpro') for initial consideration of £18.1m with deferred contingent consideration of up to £3.5m.

On 30 August 2019, the Group acquired 100% of the share capital of Dynamic Research, Incorporated for initial consideration of $21.0m with deferred contingent consideration of up to $3.5m.

The cash consideration was funded from the cash raised through the share placing and open offer completed during the year.

Research and development

While research and development forms a significant part of the Group's activities, a significant proportion relates to specific customer programmes which are included in the cost of the product. Other research and development costs, all of which have been written off to the profit and loss account as incurred total £0.8m (2018: £0.5m).

Foreign currency exposure

The Group faces currency exposure on its foreign currency transactions and, with the acquisition of DRI and international expansion of our sales offices, exposure to both foreign currency translation risk and transaction risk will increase.

The Group maintains a natural hedge whenever possible to transactional exposure by matching the cash inflows and outflows in the respective currencies wherever possible.

Alternative performance measures

In the analysis of the Group's financial performance and position, operating results and cash flows, alternative performance measures are presented to provide readers with additional information. The principal measures presented are adjusted measures of earnings including adjusted operating profit, adjusted operating margin, adjusted profit before tax, adjusted EBITDA and adjusted earnings per share.

The annual report includes both statutory and adjusted non-GAAP financial measures, the latter of which the Directors believe better reflect the underlying performance of the business and provide a more meaningful comparison of how the business is managed and measured on a day-to-day basis. The Group's alternative performance measures and KPIs are aligned to the Group's strategy and together are used to measure the performance of the business and form the basis of the performance measures for remuneration. Adjusted results exclude certain items because if included, these items could distort the understanding of the performance for the year and the comparability between the periods.

We provide comparatives alongside all current year figures. The term 'adjusted' is not defined under IFRS and may not be comparable with similarly titled measures used by other companies. All profit and earnings per share figures in this annual report relate to underlying business performance (as defined above) unless otherwise stated.

A reconciliation of adjusted measures to statutory measures is provided below:

	2019			2018
	Statutory	Adjustments	Adjusted	Statutory	Adjustments	Adjusted
Operating profit (£m)	10.8	2.7	13.5	7.8	0.7	8.5
Operating margin (%)	18.7	4.6	23.3	21.3	1.8	23.1
Profit before tax (£m)	11.0	3.7	13.7	7.9	0.7	8.6
Taxation (£m)	(2.3)	-	(2.3)	(0.9)	(0.3)	(1.2)
Profit after tax (£m)	8.7	2.7	11.4	7.0	0.4	7.4
Diluted earnings per share (pence)	42.1	13.3	55.3	35.0	1.9	36.9
Cash flow from operations	9.9	0.6	10.5	9.9	-	9.9

The adjustments comprise:

	2019	2018
	£m	£m
Acquisition related charges	1.6	-
Fees to terminate agent	0.5	-
Share based payment	0.6	0.7
Adjustments	2.7	0.7

PRINCIPAL RISKS & UNCERTAINTIES

The following section provides an overview of the principal risks and uncertainties that have the potential to impact the implementation of the Group's strategy and business model.

Strategic

Risk	Description	Mitigation	Change
Downturn or instability in major markets	Adverse changes in macro-economic conditions in key territories or specific automotive markets could potentially reduce or delay demand for the Company's products and services	·    Revenue spread across a range of geographic markets ·    Active safety & autonomous vehicle technology required despite automotive downturn ·    Reviewing options for entering adjacent markets ·    Constant monitoring of market trends, drivers and needs to ensure market leadership	Increased
Loss of major customers	Loss of a significant customer to competition could result in reduced revenues	·    Largest customer represents 6% of Group revenues ·    Continued product development and high levels of customer service to retain key customers ·    Long-term relationships with all key customers	No Change
Dependence on external routes to market	The Group uses several agents and resellers to address particular geographic markets: ·      Risk of reduced revenues if agreements end at short notice ·      Limited control of market pricing with resellers ·      Potential financial consequences on termination	·    Transitioning the Group to a direct sales model in key territories with offices in Germany, USA and Japan ·    The Company will maintain agents and resellers in other territories as appropriate ·    Risks relating to financial consequences are understood and all transitions managed to minimise potential quantum of termination payments	Increased
Acquisitions Integration & Performance	The Group has completed its first acquisitions and there is potential for acquisitions to not deliver the expected performance resulting in a potential financial impact	·    Extensive financial, commercial and legal due diligence ·    Appropriate warranties and indemnities from sellers ·    Use of earn out deal structures to ensure management retention and incentivisation ·    Recruitment of senior management to support acquisitions, including finance ·    Close management and monitoring of business performance against budget	Increased

Operational

Risk	Description	Mitigation	Change
Cybersecurity & Business Interruption	Risk of malicious cyber attack on Company IT systems or significant failure of IT infrastructure.	·    External audit completed during 2019 and recommended actions being implemented ·    Implementation of a new cloud-based CRM/ERP system during 2020	No Change
Competitor Actions	Competitors may develop new technologies and/or products which may restrict revenue growth.  Competitors may establish physical assets in key locations	·    Constant product and technology development ·    Monitoring of competitors and the IP/patents to ensure no infringement on Company intellectual property ·    Monitoring of competitor product launches and territory actions	No Change
Loss of Key Personnel	In previous years the Company had dependence on a small number of key individuals which could affect future business growth if they left the Company	·    Expansion of staff headcount and specific actions around succession planning ·    Strong staff retention rate with average length of service of > 4 years with over 2/3 of employees recruited in the last 2 years ·    Recruitment and training of new management ·    Broadening of the senior management team	Decreased
Threat of Disruptive Technology	Unforeseen new and novel technology displaces the need for Company products and services.  Simulation potentially reduces the volume of physical testing products	·    Constant horizon scanning of new technologies ·    Engagement with customers and regulators to ensure we meet their current and future requirements ·    Established simulation capability and acquired rFpro to ensure the Company can address both virtual and real-world testing	No Change
Product Liability	Risk that products supplied by the Group fail in service and result in a claim under product liability.	·    Robust product development process ensuring products are safe and fit for purpose ·    Established quality system to ensure that manufactured products meet the design standard ·    Suitably qualified and experienced engineering and technology staff ·    Product liability insurance policy in place	No Change
Failure to Manage Growth	Rapid growth places demand on the Group's management and resources. Suitable facilities are required to support the current and forecast demand of the market. Failure to ensure adequate capability and capacity could result in reduced revenues and/or growth	·    Strategic priority placed on Group's capability and capacity ·    Implementation of a five-year financial model which determines requirements for people, facilities and equipment ·    Two new facilities currently under construction ·    Implementation of appropriate IT infrastructure through comprehensive CRM/ERP system ·    Overseas offices established in USA, Germany and Japan to support customers and product installed base	Decreased

Financial

Risk	Description	Mitigation	Change
Foreign Currency	The Group operates internationally and is exposed to both transactional and translational foreign exchange risk.  The Group is particularly exposed to the Euro and US Dollar. Exposure to the  Chinese RMB and Japanese Yen is expected to grow. The risk is enhanced by Brexit uncertainty and related currency volatility and the recently established overseas entities.	·    Group finance function monitors currency exposure forecasts ·    Majority of the Group's revenues are contracted in GBP ·    Use of foreign currency contracts to hedge where appropriate	Increased
Credit Risk	The Group has the potential to be exposed to bad debt risk from customers, however there is no history of material bad debt in the business	·    Risk is assessed on a case by case basis and payment terms established according to risk ·    Advance payments and letters of credit used where appropriate	No Change

Compliance

Risk	Description	Mitigation	Change
Intellectual Property / Patents	The Group utilises its intellectual property to deliver product and service revenue.  Intellectual property theft and/or infringement could adversely affect product sales	·    The Group has patented technology where appropriate that cover the key sales territories ·    Where products are not able to be protected through patents, design features and/or encryption is used to protect the core IP ·    Continual review of current patent and IP status and review of new products/technology conducted to ensure IP is protected	No Change

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The Directors are responsible for preparing the Strategic Report, Directors' Report, any other surrounding information and the Group and parent company financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare group and parent company financial statements for each financial year. Under that law, they have elected to prepare the Group financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union (EU) and applicable law and have elected to prepare the parent company financial statements in accordance with UK Accounting Standards and applicable law (UK Generally Accepted Accounting Practice).

Under Company law, the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and parent company and of their profit or loss for that year. In preparing each of the Group and parent company financial statements, the Directors are required to:

·      Select suitable accounting policies and apply them consistently;

·      Make judgments and accounting estimates that are reasonable and prudent;

·      State whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

·      Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and the parent company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the parent company's transactions and disclose with reasonable accuracy at any time the financial position of the parent company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the parent company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

They are further responsible for ensuring that the Strategic Report and the Report of the Directors and other information included in the Annual Report and Financial Statements is prepared in accordance with applicable law in the United Kingdom.

The maintenance and integrity of the AB Dynamics plc web site is the responsibility of the Directors; the work carried out by the auditors does not involve the consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred in the accounts since they were initially presented on the website.

Legislation in the United Kingdom governing the preparation and dissemination of the accounts and the other information included in annual reports may differ from legislation in other jurisdictions.

This responsibility statement was approved by the Board of Directors on 26 November 2019 and is signed on its behalf by:

Dr James Routh                                               Anthony Best

Chief Executive Officer                                    Chairman

Consolidated statement of comprehensive income

  for the year ended 31 August 2019

			2019		Restated* 2018
	Note		£'000		£'000
Revenue	2		57,957		37,051
Cost of sales			(30,039)		(19,560)
Gross profit			27,918		17,491
Administrative expenses			(16,505)		(8,948)
Operating profit before share based payment costs			11,413		8,543
Share based payment costs			(586)		(660)
Operating profit			10,827		7,883
Finance income			171		64
Profit before tax			10,998		7,947
Tax expense			(2,340)		(932)
Profit for the year			8,658		7,015
Other comprehensive income:
Items that may be reclassified to consolidated income statement:
Exchange gains on foreign currency net investments			178		-
Total comprehensive income for the year			8,836		7,015
Earnings per share - basic (pence)	4		42.9p		36.3p
Earnings per share - diluted (pence)	4		42.1p		35.0p

Alternative performance measures			2019		2018
	Note		£'000		£'000
Operating profit			10,827		7,883
Add:  Acquisition related charges			1,551		-
Add:  Fee to terminate agents			550		-
Add:  Share based payment costs			586		660
Adjusted operating profit			13,514		8,543
Finance income			171		64
Adjusted profit before tax			13,685		8,607
Adjusted earnings per share	4		56.4p		38.2p
Adjusted diluted earnings per share	4		55.4p		36.9p

* The prior year comparative numbers have been restated to reclassify certain overheads from cost of sales to administrative expenses.

Consolidated statement of financial position

as at 31 August 2019		2019		2018
	Note	£'000		£'000
NON-CURRENT ASSETS
Goodwill		19,244		-
Acquired intangible assets		21,803		-
Other intangible assets		268		-
Investment		14		-
Property, plant and equipment		17,922		13,679
Deferred tax assets		1,952		1,289
		61,203		14,968
CURRENT ASSETS
Inventories		11,149		6,903
Trade and other receivables		12,986		8,470
Contract assets		1,885		2,189
Taxation		939		56
Cash and cash equivalents		36,225		15,942
		63,184		33,560
TOTAL ASSETS		124,387		48,528
EQUITY AND LIABILITIES
Share capital	5	222		195
Share premium		60,049		10,258
Reconstruction reserve		(11,284)		(11,284)
Merger relief reserve		11,390		11,390
Translation reserve		178		-
Retained profits		38,252		27,484
TOTAL EQUITY		98,807		38,043
NON-CURRENT LIABILITIES
Deferred tax liabilities Deferred consideration		5,421 3,239		339 -
		8,660		339
CURRENT LIABILITIES
Trade and other payables		16,920		10,146
TOTAL LIABILITIES		25,580		10,485
TOTAL EQUITY AND LIABILITIES		124,387		48,528

Consolidated statement of changes in equity

  for the year ended 31 August 2019

		Share capital	Share premium	Reconstruction reserve	Merger relief reserve	Translation reserve	Retained profits	Total equity
	Note	£'000	£'000	£'000	£'000	£'000	£'000	£'000
At 1 September 2017		191	8,579	(11,284)	11,390	-	19,370	28,246
Share based payments		-	-	-	-	-	660	660
Total comprehensive income		-	-	-	-	-	7,015	7,015
Tax on options		-	-	-	-	-	1,107	1,107
Dividends	3	-	-	-	-	-	(668)	(668)
Issue of shares, net of share issue costs		4	1,679				-	1,683
At 31 August 2018		195	10,258	(11,284)	11,390	-	27,484	38,043
Share based payments		-	-	-	-	-	586	586
Total comprehensive income		-	-	-	-	178	8,658	8,836
Tax on options		-	-	-	-	-	2,271	2,271
Dividends	3	-	-	-	-	-	(747)	(747)
Issue of shares, net of share issue costs		27	49,791	-	-	-	-	49,818
At 31 August 2019		222	60,049	(11,284)	11,390	178	38,252	98,807

The share premium account is a non-distributable reserve representing the difference between the nominal value of shares in issue and the amounts subscribed for those shares.

The reconstruction reserve and merger relief reserve have arisen as follows:

The acquisition by the Company of the entire issued share capital of Anthony Best Dynamics Ltd in 2013 was accounted for a Group reconstruction. Consequently, the assets and liabilities of the Group were recognised at their previous book values as if the Company had always been the parent company of the Group.

The share capital for the period covered by these consolidated financial statements and the comparative periods is stated at the nominal value of the shares issued pursuant to the above share arrangement. Any differences between the nominal value of these shares and previously reported nominal values of shares and applicable share premium issued by Anthony Best Dynamics Ltd were transferred to the reconstruction reserve.

Retained profits represent the cumulative value of the profits not distributed to shareholders but retained to finance the future capital requirements of the Group.

Consolidated cash flow statement

  for the year ended 31 August 2019

						2019		2018
						£'000		£'000
Profit before tax						10,998		7,947
Depreciation and amortisation						1,324		463
Loss on sale of tangible assets						-		15
Interest income						(171)		(64)
Acquisition expenses						768		-
Share based payment						586		660
Operating cash flow before changes in working capital						13,505		9,021
(Increase) in inventories						(3,447)		(1,944)
(Increase) in trade and other receivables						(1,667)		(333)
Increase in trade and other payables and accruals						1,554		3,194
Cash flow from operating activities						9,945		9,938
Interest received						171		64
Income tax paid						(1,350)		(1,002)
Net cash flow from operating activities						8,766		9,000
Cash flow from investing activities
Acquisition of businesses (including expenses, net of cash acquired)						(32,792)		-
Purchase of property, plant and equipment						(4,706)		(3,698)
Purchase of other intangibles						(228)		-
Sale of property, plant and equipment						-		6
Cash flow used in investing activities						(37,726)		(3,692)
Cash flow from financing activities
Dividends paid						(747)		(668)
Proceeds from issue of share capital, net of share issue costs						49,818		1,683
Net cash flow generated from financing activities						49,071		1,015
Net increase in cash and cash equivalents						20,111		6,323
Cash and cash equivalents at beginning of the financial year						15,942		9,619
Effect of exchange rates on cash and cash equivalents						172		-
Cash and cash equivalents at end of the financial year						36,225		15,942

1.       General information

AB Dynamics plc is a public company limited by shares and registered in England and Wales with company number 08393914. The Company is domiciled in the United Kingdom and the registered office and principal place of business is Middleton Drive, Bradford-on-Avon, Wiltshire, BA15 1GB. 

The principal activity of the Group is the design, manufacture and development of advanced testing and measurement products and services to the global automotive industry.  The Group's products and services are used primarily for the development of road vehicles, particularly in the areas of active safety and autonomous systems.

Basis of preparation

The financial information set out in this document does not constitute the Group's statutory accounts for the year ended 31 August 2019 or 31 August 2018. Statutory accounts for the year ended 31 August 2018 were approved by the Board of Directors on 13 November 2018 and delivered to the Registrar of Companies. Statutory accounts for the year ended 31 August 2019 will be delivered to the Registrar following the Company's AGM. The report of the auditors on these accounts was unqualified, did not contain an emphasis of matter paragraph and did not contain any statement under Section 498 of the Companies Act 2006.   

This financial information is measured and presented in Sterling which is the currency of the primary economic environment in which the Group operates. It has been prepared under the historical cost convention, except for financial instruments that have been measured at fair value through profit or loss.

This financial information has been prepared in accordance with International Financial Reporting Standards ('IFRS') as adopted by the EU including related interpretations issued by the International Financial Reporting Interpretations Committee ('IFRIC'), and in accordance with the Companies Act 2006 as applicable to companies reporting under IFRS.  It has been prepared on the going concern basis, which assumes that the Group will continue to be able to meet its liabilities as they fall due for the foreseeable future. The accounting policies adopted are consistent with those of the Group's statutory accounts for the year ended 31 August 2018, as described in those financial statements. New standards or interpretations which came into effect for the current reporting period did not have a material impact on the net assets or results of the Group.

Standards, amendments and interpretations to published standards not yet effective

The Directors have considered those Standards and Interpretations, which have not been applied in the financial statements but are relevant to the Group's operations, that are in issue but not yet effective and do not consider that they will have a material impact on the future results of the Group.

The Directors are in the process of considering the potential changes that may occur to the financial statements under IFRS 16 'Leases'.  This will apply to the Group's accounting period beginning on 1 September 2019.  It is not expected that the application of IFRS 16 will have a material impact on the Group's results.

2.       Segment reporting

The Group derives revenue from the sale of its advanced measurement, simulation and testing products derived in assisting the global automotive industry in the laboratory and on the test track. The income streams are all derived from the utilisation of these products which, in all aspects except details of revenue, are reviewed and managed together within the Group and as such are considered to be the only segment.

The operating segment is based on internal reports about components of the Group, which are regularly reviewed and used by the Board of Directors being the Chief Operating Decision Maker ('CODM').

Analysis of revenue by country of destination:

	2019		2018
	£'000		£'000
United Kingdom	2,028		617
Rest of Europe	15,741		12,477
North America	9,499		5,094
Rest of the World	30,689		18,863
	57,957		37,051

All of the Group's revenue originated in the UK.  No customer individually represents 10% or more of total revenue.

Assets and liabilities by segment are not reported to the Board of Directors on a monthly basis, therefore are not used as a key decision making tool and are not disclosed here. 

A disclosure of non-current assets by location is shown below:

	2019		2018
	£'000		£'000
United Kingdom	41,083		14,939
Rest of Europe	347		29
North America	19,773		-
	61,203		14,968

Revenues are disaggregated as follows:

	2019		2018
Revenue by sector	£'000		£'000
Track testing	49,796		33,304
Laboratory testing and simulation	8,161		3,747
	57,957		37,051

3.      Dividends paid

	2019		2018
	£'000		£'000
Final 2017 dividend paid of £0.02 per share	-		384
Interim dividend paid of £0.0147 per share	-		284
Final 2018 dividend paid of £0.022 per share	430		-
Interim dividend paid of £0.01612 per share	317		-
	747		668

The Board has proposed a final dividend of 2.79p per share totalling £619,000. Together with the interim dividend of 1.61p per share this gives a total ordinary dividend of 4.40p for the year.

4.      Earnings per share

Basic earnings per share is calculated by dividing the profit attributable to equity holders by the weighted average number of ordinary shares in issue during the period.

      Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all potentially dilutive shares. The Company has one category of potentially dilutive shares, namely share options.

         The calculation of earnings per share is based on the following earnings and number of shares.

	2019		2018
Profit for the year attributable to owners of the Group (£'000)	8,658		7,015
Weighted average number of shares used in calculating earnings per share (000):
Basic	20,201		19,330
Diluted	20,585		20,024
Earnings per share (pence)
Basic	42.9		36.3
Diluted	42.1		35.0
Adjusted profit before tax (£'000)	13,685		8,607
Adjusted tax (£'000)	(2,291)		(1,214)
Adjusted profit after tax (£'000)	11,394		7,393
Adjusted earnings per share (pence)	56.4		38.2
Adjusted diluted earnings per share (pence)	55.4		36.9

Adjusted earnings per share is calculated as the total of adjusted profit before tax, less income tax costs, but including the tax impact of the items included in the calculation of adjusted profit.

5.   Share capital

The allotted, called up and fully paid share capital is made up of 22,219,982 ordinary shares of £0.01 each. 

	Note	Number of shares 000	Share capital £'000	Share premium £'000	Total £'000
At 1 September 2017		19,112	191	8,579	8,770
13 September 2017	(i)	82	1	323	324
19 January 2018	(ii)	194	2	766	768
15 May 2018	(iii)	25	-	99	99
23 July 2018	(iv)	124	1	491	492
At 31 August 2018		19,537	195	10,258	10,453
6 December 2018	(v)	143	1	564	565
7 June 2019	(vi)	2,277	23	48,195	48,218
22 July 2019	(vii)	263	3	1,032	1,035
At 31 August 2019		22,220	222	60,049	60,271

(i)       On 13 September 2017, a total of 82,053 share options were exercised of £0.01 each for £3.95.

(ii)      On 19 January 2018, a total of 193,486 share options were exercised of £0.01 each for £3.95.

(iii)     On 15 May 2018, a total of 25,127 share options were exercised of £0.01 each for £3.95.

(iv)      On 23 July 2018, a total of 123,922 share options were exercised of £0.01 each for £3.95.

(v)      On 6 December 2018, a total of 142,702 share options were exercised of £0.01 each for £3.95.

(vi)      On 7 June 2019, a total of 2,050,000 new ordinary shares were placed of £0.01 each for £22.00 and a total of 227,500 new ordinary shares of £0.01 were admitted to trading on AIM following the issue of Open Offer Shares.

(vii)     On 22 July 2019, a total of 263,246 share options were exercised of £0.01 each for £3.95.

6.   Acquisition of businesses

On 28 June 2019 the Group acquired 100% of Kangaloosh Limited (trading as "rFpro") based in Romsey, UK, for initial consideration of £18.1m, which included £0.6m of surplus cash, before acquisition expenses of £0.3m. Maximum deferred contingent consideration of £3.2m is payable based on the performance of rFpro for the twelve months ended 31 January 2021.

On 30 August 2019 the Group acquired 100% of Dynamic Research Incorporated ('DRI') based in California, US, for initial consideration of £17.3m (US$21.0m), before acquisition expenses of £0.4m.  Maximum deferred contingent consideration of £2.9m (US$3.5m) is payable based on the performance of DRI for the twelve months ended 31 May 2020.

Acquisition expenses of £768,000 are included in administrative expenses within the consolidated statement of comprehensive income.

Set out below is an analysis of the net book values and provisional fair values relating to these acquisitions:

	rFpro		DRI		Total
	Book value	Provisional Fair value	Book value	Provisional Fair value	Book value	Provisional Fair value
	£'000	£'000	£'000	£'000	£'000	£'000
Acquired intangible assets	-	14,650	-	7,432	-	22,082
Deferred tax	(9)	(2,499)	-	(2,215)	(9)	(4,714)
Other intangible assets	59	59	-	-	59	59
Investment	-	-	14	14	14	14
Property, plant and equipment	58	58	498	498	556	556
Inventories	-	-	799	799	799	799
Trade and other receivables	858	858	1,722	1,687	2,580	2,545
Trade and other payables	(1,089)	(2,197)	(868)	(868)	(1,957)	(3,065)
Net assets acquired	(123)	10,929	2,165	7,347	2,042	18,276
Goodwill	-	7,535	-	11,709	-	19,244
	(123)	18,464	2,165	19,056	2,042	37,520
Cash paid		18,085		17,270		35,355
Cash acquired		(2,860)		(471)		(3,331)
Expenses of acquisition		335		433		768
Net cash paid, after acquisition expenses		15,560		17,232		32,792
Deferred contingent consideration payable		3,239		2,257		5,496
Less: expenses of acquisition		(335)		(433)		(768)
Total consideration		18,464		19,056		37,520

The fair values set out above are provisional and will be finalised in the next financial year.  Goodwill of £19,244,000 recognised on these acquisitions represents the amount paid for future sales growth from both new customers and new products, operating cost synergies and employee know-how.

From the date of acquisition to 31 August 2019, the newly acquired rFpro business contributed £694,000 to revenue and £231,000 to operating profit. The newly acquired DRI business did not contribute to revenue or operating profit as it was acquired at the reporting date. 

Had these acquisitions been completed at the beginning of the year Group revenue would have been £68,504,000 and operating profit would have been £13,019,000.

7.   Alternative Performance Measures

Alternative performance measures are items of income and expense which, because of the nature, size and/or infrequency of the events giving rise to them, merit separate presentation. These specific items are presented below the income statement to provide greater clarity and a better understanding of the impact of these items on the Group's financial performance. In doing so, it also facilitates greater comparison of the Group's underlying results with prior periods and assessment of trends in financial performance.

Acquisition related charges are £1,551,000 (2018: Nil) and comprise £279,000 (2018: Nil) of amortisation of acquisition intangible assets, £768,000 (2018: Nil) of acquisition expenses and £504,000 (2018: Nil) of other acquisition related expenses including exchange loss and transaction bonus payable. 

£550,000 (2018: Nil) relates to fees to terminate agents as the German distribution channel was brought in-house. £586,000 (2018: £660,000) relates to share based payment costs.

 

END

 

 

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