TIDMABDP

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   Audited 
                                   2019      2018 
                                   GBPm      GBPm 
 Revenue                          58.0      37.1      +56% 
 Adjusted operating profit(1)     13.5       8.5      +58% 
 Adjusted operating margin        23.3%     23.1%    +20 bps 
 Adjusted profit before 
  tax(1)                          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 
  operations(1)                   10.5       9.9       +6% 
 Net cash                         36.2      15.9      +127% 
------------------------------  --------  --------  -------- 
                                  Pence     Pence 
 Adjusted diluted earnings 
  per share(1)                    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 GBP13.7m 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 GBP10.5m 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 2,850m(2) facility for new product development and simulation.

-- Following a successful share placing in May 2019, raising net proceeds of GBP48.2m, acquisition expenditure totalled GBP35.4m with GBP18.1m on rFpro and GBP17.3m 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 YEARED 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 GBP58m and adjusted operating profit grew 58% to GBP13.5m. 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 GBP50.1m through a Placing of GBP45.1m, followed in June 2019 by the closing of an Open Offer of GBP5m, 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 GBP21.6m 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 2,850m(2) 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 GBP58.0m (2018: GBP37.1m) 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 GBP13.5m (2018: GBP8.5m) 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 GBP10.5m. The net cash position at year end increased +127% to GBP36.2m (2018: GBP15.9m). Excluding the cash raised via the share placing in May 2019 and the subsequent acquisitions of rFpro and DRI, underlying net cash increased by GBP3.3m to GBP19.2m.

Sector review

The track testing sector delivered strong revenue growth of 50% to GBP49.8m (2018: GBP33.3m) through continued demand from all sectors for our range of driving robots and ADAS platforms. Driving robot sales grew 43% to GBP30.1m (2018: GBP21.1m) through across the board demand, but particular growth in Asia Pacific and the USA. ADAS platforms grew by 66% to GBP19.7m (2018: GBP11.9m) 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 GBP8.2m (2018: GBP3.7m) 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. GBP48m we were able to pursue our strategic objective to acquire value enhancing, attractive acquisitions. During 2019 total acquisition spend was GBP35.4m of which GBP18.1m 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 GBP17.3m 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 GBP36.2m that will support further investment in the Group's capacity and future acquisitions.

Trading performance

Revenue increased by 56% to GBP58.0m (2018: GBP37.1m) driven by an increase in track testing revenue of 50% to GBP49.8m (2018: GBP33.3m) and laboratory testing and simulation revenue of 118% to GBP8.2m (2018: GBP3.7m).

Adjusted operating profit increased 58% to GBP13.5m (2018: GBP8.5m) while adjusted earnings before interest, tax, depreciation and amortisation ('EBITDA') increased 65% to GBP14.8m (2018: GBP9.0m).

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 GBP0.2m (2018: GBP0.1m), adjusted profit before tax was GBP13.7m (2018: GBP8.6m).

The Group adjusted tax charge totalled GBP2.3m (2018: GBP1.2m), 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 GBP2.7m (2018: GBP0.7m) of which GBP1.6m relates to acquisition fees, GBP0.6m to share based payments and GBP0.5m to fees to terminate agents as we brought our German distribution channel in-house.

Statutory operating profit grew by 37% from GBP7.9m to GBP10.8m and after interest income of GBP0.2m (2018: GBP0.1m), statutory profit before tax was up 38% from GBP7.9m to GBP11.0m, giving statutory basic EPS of 42.9p (2018: 36.3p). The statutory tax charge was GBP2.3m (2018: GBP0.9m). 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 GBP36.2m (2018: GBP15.9m).

Operating activities generated adjusted cash inflow of GBP10.5m (2018: GBP9.9m) with cash conversion of 78% after net investment in working capital of GBP3.6m. After interest income of GBP0.2m and paying tax of GBP1.4m and dividends of GBP0.7m, this allowed us to invest GBP4.9m in property, plant and equipment and acquisition of intellectual property, leaving GBP3.1m (2018: GBP4.6m) free cash flow.

On 7 June 2019, a total of 2,050,000 new ordinary shares were placed for GBP22.00 and 227,500 new ordinary shares were admitted to trading on AIM following the issue of Open Offer Shares, raising total net proceeds of GBP48.2m. The exercise of share options added a further GBP1.6m. GBP35.4m of these proceeds were invested in the acquisition of rFpro and DRI (GBP32.8m 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 GBP18.1m with deferred contingent consideration of up to GBP3.5m.

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 GBP0.8m (2018: GBP0.5m).

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 (GBPm)                    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 (GBPm)                   11.0           3.7       13.7         7.9           0.7        8.6 
 Taxation (GBPm)                           (2.3)             -      (2.3)       (0.9)         (0.3)      (1.2) 
 Profit after tax (GBPm)                     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 
                                GBPm   GBPm 
 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       Adverse changes in                                                                                                            Increased 
 or              macro-economic conditions                                         *    Revenue spread across a range of geographic markets 
 instability     in key territories 
 in major        or specific automotive 
 markets         markets could potentially                                         *    Active safety & autonomous vehicle technology 
                 reduce or delay demand                                                 required despite automotive downturn 
                 for the Company's 
                 products and services 
                                                                                   *    Reviewing options for entering adjacent markets 
 
 
                                                                                   *    Constant monitoring of market trends, drivers and 
                                                                                        needs to ensure market leadership 
               ---------------------------------------------------------------  -----------------------------------------------------------  ---------- 
 Loss of        Loss of a significant                                                                                                         No Change 
 major           customer to competition                                           *    Largest customer represents 6% of Group revenues 
 customers       could result in reduced 
                 revenues 
                                                                                   *    Continued product development and high levels of 
                                                                                        customer service to retain key customers 
 
 
                                                                                   *    Long-term relationships with all key customers 
               ---------------------------------------------------------------  -----------------------------------------------------------  ---------- 
 Dependence          The Group uses several                                                                                                   Increased 
  on external        agents and resellers                                          *    Transitioning the Group to a direct sales model in 
  routes to          to address particular                                              key territories with offices in Germany, USA and 
  market             geographic markets:                                                Japan 
                      *    Risk of reduced revenues if agreements end at short 
                           notice 
                                                                                   *    The Company will maintain agents and resellers in 
                                                                                        other territories as appropriate 
                      *    Limited control of market pricing with resellers 
 
                                                                                   *    Risks relating to financial consequences are 
                      *    Potential financial consequences on termination              understood and all transitions managed to minimise 
                                                                                        potential quantum of termination payments 
               ---------------------------------------------------------------  -----------------------------------------------------------  ---------- 
 Acquisitions   The Group has completed                                                                                                       Increased 
 Integration     its first acquisitions                                           *    Extensive financial, commercial and legal due 
 &               and there is potential                                                diligence 
 Performance     for acquisitions 
                 to not deliver the 
                 expected performance                                             *    Appropriate warranties and indemnities from sellers 
                 resulting in a potential 
                 financial impact 
                                                                                  *    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 
               ---------------------------------------------------------------  -----------------------------------------------------------  ---------- 
 

Operational

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

Financial

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

Compliance

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

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

 
                                                                     Restated* 
                                                              2019        2018 
                                                   Note    GBP'000     GBP'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                        178           - 
  investments 
 
 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   GBP'000   GBP'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                GBP'000               GBP'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                                5,421                   339 
  Deferred consideration                                 3,239                     - 
                                         ---------------------       --------------- 
                                                         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      Share   Reconstruction     Merger   Translation   Retained     Total 
                                capital    premium          reserve     relief       reserve    profits    equity 
                                                                       reserve 
                        Note    GBP'000    GBP'000          GBP'000    GBP'000       GBP'000    GBP'000   GBP'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 
                                                                GBP'000   GBP'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,                (32,792)         - 
  net of cash acquired) 
 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                          172         - 
  equivalents 
 
 
 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 
                      GBP'000   GBP'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 
                   GBP'000   GBP'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                    GBP'000   GBP'000 
 
 Track testing                         49,796   33,304 
 Laboratory testing and simulation      8,161     3,747 
                                     --------  -------- 
                                       57,957    37,051 
                                     ========  ======== 
 
   3.      Dividends paid 
 
 
                                            2019      2018 
                                         GBP'000   GBP'000 
 
 Final 2017 dividend paid of GBP0.02 
  per share                                    -       384 
 Interim dividend paid of GBP0.0147 
  per share                                    -       284 
 Final 2018 dividend paid of GBP0.022        430      - 
  per share 
 Interim dividend paid of GBP0.01612         317         - 
  per share 
                                        --------  -------- 
                                             747       668 
                                        ========  ======== 
 

The Board has proposed a final dividend of 2.79p per share totalling GBP619,000. 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 (GBP'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 (GBP'000)            13,685     8,607 
 Adjusted tax (GBP'000)                         (2,291)   (1,214) 
 
 Adjusted profit after tax (GBP'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 GBP0.01 each.

 
                      Note         Number      Share   Share premium      Total 
                                of shares    capital         GBP'000 
                                      000    GBP'000                    GBP'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 GBP0.01 each for GBP3.95.

(ii) On 19 January 2018, a total of 193,486 share options were exercised of GBP0.01 each for GBP3.95.

(iii) On 15 May 2018, a total of 25,127 share options were exercised of GBP0.01 each for GBP3.95.

(iv) On 23 July 2018, a total of 123,922 share options were exercised of GBP0.01 each for GBP3.95.

(v) On 6 December 2018, a total of 142,702 share options were exercised of GBP0.01 each for GBP3.95.

(vi) On 7 June 2019, a total of 2,050,000 new ordinary shares were placed of GBP0.01 each for GBP22.00 and a total of 227,500 new ordinary shares of GBP0.01 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 GBP0.01 each for GBP3.95.

   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 GBP18.1m, which included GBP0.6m of surplus cash, before acquisition expenses of GBP0.3m. Maximum deferred contingent consideration of GBP3.2m 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 GBP17.3m (US$21.0m), before acquisition expenses of GBP0.4m. Maximum deferred contingent consideration of GBP2.9m (US$3.5m) is payable based on the performance of DRI for the twelve months ended 31 May 2020.

Acquisition expenses of GBP768,000 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 
                                     Provisional                Provisional                Provisional 
                        Book value    Fair value   Book value    Fair value   Book value    Fair value 
                           GBP'000       GBP'000      GBP'000       GBP'000      GBP'000       GBP'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 GBP19,244,000 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 GBP694,000 to revenue and GBP231,000 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 GBP68,504,000 and operating profit would have been GBP13,019,000.

   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 GBP1,551,000 (2018: Nil) and comprise GBP279,000 (2018: Nil) of amortisation of acquisition intangible assets, GBP768,000 (2018: Nil) of acquisition expenses and GBP504,000 (2018: Nil) of other acquisition related expenses including exchange loss and transaction bonus payable.

GBP550,000 (2018: Nil) relates to fees to terminate agents as the German distribution channel was brought in-house. GBP586,000 (2018: GBP660,000) relates to share based payment costs.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

FR PGGWCGUPBGMQ

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November 27, 2019 02:00 ET (07:00 GMT)

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