26 November 2024
AB
Dynamics plc
Final
results for the year ended 31 August 2024
"Strong revenue and profit
growth with margin expansion"
AB Dynamics plc ("AB Dynamics", the
"Company" or the "Group"), the designer, manufacturer and supplier
of advanced testing, simulation and measurement products to the
global transport market, is pleased to announce its final results
for the year ended 31 August 2024.
|
Audited
2024
£m
|
Audited
2023
£m
|
|
Revenue
|
111.3
|
100.8
|
+10%
|
Gross margin
|
59.6%
|
59.5%
|
+10bps
|
Adjusted
EBITDA1
|
24.2
|
20.5
|
+18%
|
Adjusted operating
profit1
|
20.3
|
16.6
|
+22%
|
Adjusted operating
margin1
|
18.2%
|
16.5%
|
+170bps
|
Statutory operating
profit
|
12.7
|
12.6
|
+1%
|
Adjusted cash flow from
operations1
|
27.9
|
23.5
|
+19%
|
Net cash
|
28.6
|
32.0
|
|
|
Pence
|
Pence
|
|
Adjusted diluted earnings per
share1
|
70.0
|
60.8
|
+15%
|
Statutory diluted earnings per
share
|
41.7
|
47.4
|
-12%
|
Total dividend per share
|
7.63
|
6.36
|
+20%
|
1Before amortisation of acquired intangibles, acquisition
related charges and exceptional items. A reconciliation to
statutory measures is given below.
Financial highlights
· Revenue increased by 10% reflecting growth across all three
sectors, with market and customer activity levels remaining
positive through the year
· The
proportion of recurring revenue increased
to 45% (2023: 40%)
· Operating margin improved by 170bps to 18.2% as a result of
operating leverage and operational improvements
· Significant operating cash generation of £27.9m (2023: £23.5m)
with cash conversion of 115% (2023: 114%), resulting in net cash at
year end of £28.6m (2023: £32.0m) after £17.0m of investment in
acquisitions
· Proposed final dividend of 5.30p per share, bringing the total
dividend for the year to 7.63p per share (2023: 6.36p per share),
an increase of 20%, reflecting the Board's confidence in the
Group's financial position and prospects
Operational and strategic highlights
· New
product development continues at pace and in line with the
technology roadmap for testing products and simulation markets,
alongside development of the core technology for ABD
Solutions
o The
Group's pedestrian dummy, the Soft Pedestrian 360, the Soft
Motorcycle 360 and the LaunchPad Spin have been approved by Euro
NCAP
o ABD
Solutions delivered the first units of the
retrofit pedestrian detection system for the construction
industry
· Initial contract win for ABD Solutions of £2m for an automated
mileage accumulation solution for delivery in FY 2025 with
potential for further follow-on orders
·
The Group acquired Venshure Test Services (VTS), a
provider of mileage accumulation, electric vehicle and
environmental testing services in the US, with the integration
progressing as planned
·
Since the year end, the Group has acquired Bolab
Systems GmbH (Bolab), a niche supplier of automotive power
electronics testing solutions
·
MSCI AAA rating achieved
· Well
placed to sustain growth momentum over the medium term, supported
by:
o Target organic growth of 10% per year across core markets,
supported by regulatory tailwinds and rapid technology change, with
a significantly strengthened and scalable operational and
commercial platform
o Further margin expansion to 20% target, through operating
leverage, supply chain improvements and operational
efficiencies
o Strong cash generation that provides scope for further
value-enhancing investment in FY 2025 and beyond
o The
opportunity beyond automotive markets presented by ABD Solutions,
transitioning from technology development to
commercialisation
Current trading and outlook
· Trading in early FY 2025 has been strong, supported by a solid
order book, providing good visibility into the new financial
year
· Whilst
being mindful of a potential slowdown in timing of pipeline
conversion due to disruption in the automotive market and customer
delivery schedules, the Board expects to deliver adjusted operating
profit for FY 2025 slightly ahead of current
expectations2
· Future
growth prospects remain supported by long-term structural and
regulatory growth drivers in active safety, autonomous systems and
the automation of vehicle applications.
There will be a presentation for
analysts this morning at 9.00am
at Stifel, 150
Cheapside, London, EC2V 6ET.
Please contact abdynamics@teneo.com if you would
like to attend.
Commenting on the results, Dr James Routh, Chief Executive
Officer said:
"The Group has delivered a very strong performance, with
sustained high levels of demand across key markets, demonstrating
the benefits of the investment made in recent years in the
commercial and operating capability of the
business.
"We see significant opportunity in our core markets in
automotive, which are supported by long-term structural and
regulatory growth drivers, and are continuing to invest in new
product development and technology. In addition, we are investing
in innovative technologies to diversify the business through our
technology accelerator, ABD Solutions.
"Trading in the early part of FY 2025 has been strong,
supported by a solid order book, providing good visibility into the
new financial year. Whilst being mindful of a potential slowdown in
timing of pipeline conversion due to disruption in the automotive
market and customer delivery schedules, the Board remains confident
that the Group will make further financial and strategic progress
this year. With strong trading momentum entering FY 2025 and
benefiting from the acquisition of Bolab and improving margins, the
Board expects to deliver FY 2025 adjusted operating profit slightly
ahead of current expectations2."
2 The Company is aware of seven analysts publishing
independent research. The Company compiled analyst expectations for
the year ended 31 August 2025 is for a mean adjusted operating
profit of £21.5m.
Enquiries:
AB
Dynamics plc
|
01225 860 200
|
Dr James Routh, Chief Executive
Officer
|
Sarah Matthews-DeMers, Chief
Financial Officer
|
|
Peel Hunt LLP (Nominated Adviser and Joint
Broker)
|
0207 418 8900
|
Mike Bell
Ed Allsopp
|
|
|
|
|
|
|
Stifel Nicolaus Europe Limited (Joint
Broker)
|
0207 710 7600
|
Matthew Blawat
Harry Billen
|
|
|
Teneo
|
0207 353 4200
|
James Macey White
Matt Low
|
|
Certain information contained in this announcement would have
constituted inside information (as defined by Article 7 of
Regulation (EU) No 596/2014) ("MAR") prior to its release as part
of this announcement and is disclosed in accordance with the
Company's obligations under Article 17 of those
Regulations.
The person responsible for arranging
the release of this information is David Forbes, Company
Secretary.
About AB Dynamics plc
AB Dynamics is a leading designer,
manufacturer and supplier of advanced testing, simulation and
measurement products to the global transport
market.
AB Dynamics is an international
group of companies headquartered in Bradford on Avon. AB Dynamics
currently supplies all the major automotive manufacturers, Tier 1
suppliers and service providers, who routinely use the Group's
products to test and verify vehicle safety systems and
dynamics.
Group overview
The Group delivered a very strong
set of results, continuing the trend of double-digit revenue growth
and margin expansion. This was driven by improvements in its
commercial and operating capabilities, underpinned by positive
market dynamics in all three sectors.
During FY 2024, the Group continued
to deliver against its strategic priorities by launching new
products and services and through an initial contract award in ABD
Solutions. The acquisition of VTS also expanded its presence in the
testing services market, complementing the Group's existing
offering.
Over the last five years, the Group
has been transformed from a single entity in the UK to a
multi-national group with 12 facilities in six countries across
Europe, North America and Asia. Building on the strength of the
core business, coupled with value enhancing acquisitions, the Group
now has a solid and scalable platform from which to capitalise on a
multi-year growth opportunity, supported by strong long-term
structural and regulatory tailwinds.
The Group's mission is to accelerate
its customers' drive towards net zero emissions, improving road
safety and the automation of vehicle applications. Its
market-leading position is driven by its technical capabilities and
reputation. Its products must satisfy challenging and complex
requirements meaning barriers to entry are high.
Market update
The automotive sector continues to
evolve and adapt to the structural and regulatory changes driving
rapid unprecedented change:
· The
ongoing societal need for improvements in road safety is driving
the development of active safety, ADAS and increasing levels of
autonomous systems
· The
global challenge of climate change is driving strong demand for the
acceleration of the implementation of electric vehicles (EVs),
hybrids and development of other alternative powertrains
· New
entrants into the automotive market, particularly in EVs and
autonomy, have placed pressures on traditional automotive OEMs to
rapidly develop new technologies which require more complex
tests
Consequently, whilst the automotive
sector is experiencing disruption to production volumes and a
slower rate of increase in EV sales than anticipated, it remains
fully committed to investing in R&D in these key areas as each
OEM needs to respond to these challenges. OEMs need AB Dynamics'
testing products and services for development of vehicles and
certification of active safety systems across all types of
powertrains. The Group's simulation capabilities enable OEMs to
accelerate the efficiency and speed of development by allowing
customers to test in a virtual environment.
Financial performance
The Group delivered revenue growth
in the year of 10% to £111.3m (2023: £100.8m) with increases across
all three sectors, continuing the Group's track record of top-line
growth due to improvements in road safety technology, new vehicle
models and increased regulation.
Gross margin was 59.6%, up 10 bps on
2023, with operational efficiencies in testing products and
increased utilisation in US testing services offset by a change in
mix in simulation.
Group adjusted operating profit
increased by 22% to £20.3m (2023: £16.6m). The adjusted operating
margin increased to 18.2% (2023: 16.5%), as a result of operating
leverage and operational efficiency.
Adjusted earnings before interest,
tax, depreciation and amortisation (EBITDA) increased by 18% to
£24.2m (2023: £20.5m). Adjusted EBITDA margin was 21.7% (2023:
20.4%), an increase of 130 bps.
Adjusted net finance costs reduced
to £0.3m (2023: £0.4m).
Adjusted profit before tax was
£20.0m (2023: £16.3m). The Group adjusted tax charge totalled £3.7m
(2023: £2.2m), an adjusted effective tax rate of 18.7% (2023:
13.2%).
Adjusted diluted earnings per share
was 70.0p (2023: 60.8p), an increase of 15%, reflecting the
increase in operating profit offset by a higher tax
charge.
The Group delivered strong adjusted
operating cash flow of £27.9m (2023: £23.5m) with cash conversion
of 115% (2023: 114%) and net cash at the end of the year of £28.6m
(2023: £32.0m), underpinning a robust balance sheet and providing
the resources to fund the post year-end acquisition of Bolab and
continue the Group's investment programme.
The order book at 31 August 2024 was
£30.3m (2023: £42.9m) covering approximately 25% of FY 2025
expected revenue, reflecting the standard lead time for testing
products of approximately three months. The reduction on the prior
year is due to timing of order intake in simulation.
Statutory operating profit was flat
at £12.7m (2023: £12.6m) and after net finance costs of £0.7m
(2023: £1.1m), statutory profit before tax increased by 4% from
£11.5m to £12.0m. The statutory tax charge increased to £2.3m
(2023: £0.5m), since the prior year benefited from a one-off
non-taxable gain on the release of accrued contingent consideration
on the acquisition of Ansible Motion. Statutory basic earnings per
share was 42.3p (2023: 48.0p). A reconciliation of statutory to
underlying non-GAAP financial measures is provided
below.
Sector review
Revenue
|
|
2024
£m
|
20231
£m
|
|
Driving robots
|
|
29.2
|
25.2
|
+16%
|
ADAS platforms
|
|
33.9
|
30.5
|
+11%
|
Laboratory testing
|
|
6.3
|
7.3
|
-14%
|
Testing products
|
|
69.4
|
63.0
|
+10%
|
Testing services
|
|
16.7
|
12.9
|
+29%
|
Simulation
|
|
25.2
|
24.9
|
+1%
|
Total revenue
|
|
111.3
|
100.8
|
+10%
|
1The Group previously reported two sectors, track testing and
laboratory testing and simulation. Following the growth in testing
services, these are now reported separately. Laboratory testing is
now included within testing products to better reflect the nature
of the products.
Testing products
The Group's testing products are
used on proving grounds, test tracks and in the laboratory to
evaluate the performance of vehicle active safety systems,
autonomous technologies, EVs, vehicle durability and vehicle
dynamics.
Testing products revenue of £69.4m
was up 10% against 2023 (£63.0m) with growth in ADAS platforms and
driving robots offset by a reduction in laboratory testing
products.
Driving robot sales increased 16% to
£29.2m (2023: £25.2m) and ADAS platform sales increased 11% to
£33.9m (2023: £30.5m). The Group expects continued growth in this
area as new regulatory requirements for evolving ADAS technologies
are released, such as the recent launch of the Euro NCAP 2030
roadmap and its new Safer Trucks rating scheme. It is expected that
there will be over 700 Euro NCAP test scenarios by 2025, up from
591 in 2023. New tests for commercial vehicles offer further
opportunities for market expansion. The recent launch of a new
range of soft targets including motorcycles and articulating
pedestrians is expected to drive further growth.
Laboratory testing revenue relates
to sales of our market-leading SPMM products, which are
large-scale, high value testing rigs used to characterise the
kinematics and compliance of vehicles under development. Revenue,
which is dependent on the timing of order and delivery, was down
14% at £6.3m (2023: £7.3m). This long-standing product which has
been supplied to global customers for the past 25 years has evolved
significantly over this period, culminating in the launch of the
SPMM Plus.
The Group continues to invest in new
product development in the testing products sector in order to meet
forthcoming regulatory requirements and to ensure we retain our
market leadership in testing technology.
Testing services
Testing services includes revenue
from the Group's test facility in California, USA, where testing of
ADAS systems and vehicle dynamics is performed on behalf of OEMs,
technology developers and government agencies.
VTS, the Group's recent acquisition
based in Michigan, USA, performs laboratory-based mileage
accumulation testing and assessment of EV powertrain and battery
performance.
In China, the Group provides on-road
vehicle testing services for the assessment of all aspects of
vehicle performance, particularly focusing on EV performance,
charging capability and vehicle connectivity.
This sector saw significant revenue
growth of 29% to £16.7m (2023: £12.9m) in advance of new regulatory
requirements, following the removal of external impediments that
adversely impacted the prior year. In the Group's Californian
operation, we saw improved access to vehicles for testing and in
the China based operation there was a relaxation of pandemic
restrictions.
Simulation
The Group provides both physical
simulators and advanced, physics based simulation software.
Simulators are used by both automotive manufacturers and motorsport
teams to accurately represent the real world using the rFpro
software, coupled with state-of-the-art motion platforms and static
driving simulators to assist in development of new vehicles and
improve performance.
Simulation revenue increased by 1%
to £25.2m (2023: £24.9m). Growth in simulation software was offset
by a decrease in revenue from simulator motion platforms due to the
timing of order intake for these large capital
items.
Strategic progress
The Group continues to make good progress
against its organic-led growth strategy, supplemented with
value-enhancing acquisitions.
During FY 2024, the Group has
expanded its testing product offering, with new products such as
the Soft Pedestrian 360, Soft Motorcycle 360 and the LaunchPad Spin
having been approved by Euro NCAP.
Testing services have been
strengthened through the acquisition of VTS.
In simulation, the integration of
Ansible Motion, which was acquired in the previous year, positions
the Group to benefit from a strengthened market position in this
important area.
The increase in the level of
recurring revenue to 45% (2023: 40%) enhances the resilience of the
Group's business model.
The Group has continued to develop
automated solutions for new markets and during the year delivered
the initial units of a product for the construction industry and
won a contract to supply an automated mileage accumulation
solution.
Following significant investment in
capability and capacity, the Group now has a solid and scalable
operational and commercial platform from which to capitalise on an
ambitious multi-year organic-led growth opportunity, supported by
strong long-term structural and regulatory growth drivers and
supplemented with value-enhancing acquisitions.
We will create value for
shareholders through:
· Organic revenue growth supported by our market
drivers
· Operating margin expansion from operational gearing,
improvements in the supply chain and operational
efficiency
· Further value-enhancing acquisitions
Our ambition is to double revenue
and triple operating profit over the medium term, through the
compounding effect of organic revenue growth of approximately 10%
per year, an improvement in the operating margin to 20% and
investing cash generated into acquisitions.
Acquisitions
On 2 April 2024, the Group acquired
VTS, a provider of vehicle testing services, including
environmental testing and range certification for EVs. The initial
consideration was $15.0m (£11.9m). Contingent consideration of up
to $15.0m will become payable in cash subject to certain
performance criteria being met for each of the two years following
completion. The acquisition expands both the Group's capability and
geographic coverage in the important and growing field of EV
battery and powertrain performance evaluation. It also provides the
opportunity to leverage AB Dynamics' existing sales capabilities to
drive cross-selling. VTS has been integrated into the Group's
testing services sector and since acquisition has been earnings
accretive, delivering £1.0m of revenue and £0.4m of adjusted
operating profit during FY 2024.
After the year end, on 25 September
2024, the Group acquired Bolab, a niche supplier of automotive
power electronics testing solutions, based in Germany. Bolab
supplies low-voltage and high-voltage equipment for testing
automotive sub-systems and components for conventional, hybrid and
EVs. The initial consideration was €5.0m (£4.2m). Contingent
consideration of up to €6.0m (£5.0m) will become payable in cash
across two tranches for the two years following completion, subject
to meeting certain performance criteria for each year. The
acquisition supports the expansion of the Group's capabilities in
the testing products business and provides further alignment with
the structural growth drivers in the sector.
Acquisitions have been, and will
continue to be, a significant part of the overall strategy and
there is a promising pipeline of potential value-enhancing and
strategically compelling acquisition opportunities.
Sustainability
The Group is committed to
environmental sustainability, both globally and in its local
communities, and reducing its environmental impact. It is the
Group's mission to empower its customers to accelerate the
development of vehicles that are not only safer, but also more
efficient with less of an impact on the environment. The Group is
continually looking for opportunities to improve; environmental
sustainability is essential.
The Group is committed to the goal
of becoming net zero for market based Scope 1 and 2 emissions by
2040 and working to be a net zero organisation by 2050. This will
include the further development of initiatives to reduce its carbon
emissions, waste and water usage, using improved methods of data
collection so that more achievable targets can be set in the
future. It also gives priority to ensuring the health, safety and
wellbeing of all employees across the Group.
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 EBITDA,
adjusted profit before tax, adjusted earnings per share and
adjusted cash flow from operations.
This financial information 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.
The Group provides 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 financial information relate to underlying business
performance (as defined above) unless otherwise stated.
A reconciliation of statutory
measures to adjusted measures is provided below:
|
|
2024
|
2023
|
|
|
Adjusted
|
Adjustments
|
Statutory
|
Adjusted
|
Adjustments
|
Statutory
|
|
|
|
|
|
|
|
EBITDA (£m)
|
24.2
|
(1.2)
|
23.0
|
20.5
|
3.1
|
23.6
|
Operating profit (£m)
|
20.3
|
(7.6)
|
12.7
|
16.6
|
(4.0)
|
12.6
|
Operating margin
|
18.2%
|
|
11.5%
|
16.5%
|
|
12.5%
|
Finance expense (£m)
|
(0.3)
|
(0.4)
|
(0.7)
|
(0.3)
|
(0.8)
|
(1.1)
|
Profit before tax (£m)
|
20.0
|
(8.0)
|
12.0
|
16.3
|
(4.8)
|
11.5
|
Taxation (£m)
|
(3.7)
|
1.4
|
(2.3)
|
(2.2)
|
1.7
|
(0.5)
|
Profit after tax (£m)
|
16.3
|
(6.6)
|
9.7
|
14.1
|
(3.1)
|
11.0
|
Diluted earnings per share
(pence)
|
70.0
|
|
41.7
|
60.8
|
|
47.4
|
Cash flow from operations
(£m)
|
27.9
|
(1.2)
|
26.7
|
23.5
|
(4.2)
|
19.3
|
|
|
|
|
|
|
|
| |
The adjustments comprise:
|
2024
|
2023
|
|
Profit
impact
£m
|
Cash flow
impact
£m
|
Profit
impact
£m
|
Cash flow
impact
£m
|
Amortisation of acquired
intangibles
|
6.4
|
-
|
7.2
|
-
|
Acquisition related costs /
(credit)
|
0.2
|
0.2
|
(4.5)
|
2.8
|
ERP development costs
|
1.0
|
1.0
|
1.3
|
1.4
|
Adjustments to operating
profit
|
7.6
|
1.2
|
4.0
|
4.2
|
Acquisition related finance
costs
|
0.4
|
-
|
0.8
|
-
|
Adjustments to profit before
tax
|
8.0
|
1.2
|
4.8
|
4.2
|
|
|
|
|
| |
The tax impact of these adjustments
was a credit of £1.4m (2023: £1.7m).
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, being
shareholders' equity less net cash plus deferred tax liabilities
and contingent consideration). During the year, ROCE has increased
from 15.4% to 17.4% benefitting from further improvement in
operating leverage alongside continued investment
discipline.
Capital allocation
Our capital allocation framework
delivers sustainable compounding growth as well as growing returns
to shareholders. Our priorities are:
· Continuous organic investment and innovation to protect and
grow the core business
· Organic investment into ABD Solutions driving growth in
adjacent markets by leveraging core technology
· Complementary acquisitions contributing to one or more of the
Group's stated strategies
· Progressive dividend policy
Research and development
While research and development form
a significant part of the Group's activities, a significant and
increasing proportion relates to specific customer programmes which
are included in the cost of the product. Development costs of £0.2m
(2023: £0.5m) have been capitalised in relation to projects for
which there are a number of near-term sales opportunities. Other
research and development costs, all of which have been expensed as
incurred, totalled £0.7m (2023: £0.2m).
Foreign currency exposure
The Group faces currency exposure on
its foreign currency transactions and maintains a natural hedge
whenever possible to transactional exposure by matching the cash
inflows and outflows in the respective currencies.
With significant overseas
operations, the Group also has exposure to foreign currency
translation risk. On a constant currency basis, revenue would have
been £2.5m higher than reported and both adjusted and statutory
operating profit would have been £0.2m higher as Sterling
strengthened against the US dollar, Euro and Yen.
Constant currency revenue growth was 13% and
growth in operating profit was 23%.
Dividends
The Board recognises that dividends continue to be an important
component of total shareholder returns, balanced against
maintaining a strong financial position, and intends to
pursue a sustainable and growing dividend policy in the future
having regard to the development of the Group.
The Board is recommending a final
dividend of 5.30p per share, giving a total dividend for the year
of 7.63p per share, which is an increase of 20% over the prior
year.
Summary and outlook
The Group has delivered a very
strong performance, with sustained high levels of demand across key
markets, demonstrating the benefits of the investment made in
recent years in the commercial and operating capability of the
business.
We see significant opportunity in
our core markets in automotive, which are supported by long-term
structural and regulatory growth drivers, and are continuing to
invest in new product development and technology. In addition, we
are investing in innovative technologies to diversify the business
through our technology accelerator, ABD Solutions.
Trading in the early part of FY 2025
has been strong, supported by a solid order book, providing good
visibility into the new financial year. Whilst being mindful of a
potential slowdown in timing of pipeline conversion due to
disruption in the automotive market and customer delivery
schedules, the Board remains confident that the Group will make
further financial and strategic progress this year. With strong
trading momentum entering FY 2025 and benefiting from the
acquisition of Bolab and improving margins, the Board expects to
deliver FY 2025 adjusted operating profit slightly ahead of current
expectations2.
Our market drivers remain strong.
This backdrop, along with a strong acquisition pipeline, provides
confidence of delivering continued growth in revenue and margin in
FY 2025 and beyond.
2 The Company is aware of seven analysts publishing
independent research. The Company compiled analyst expectations for
the year ended 31 August 2025 is for a mean adjusted operating
profit of £21.5m.
Directors' Responsibility Statement on the Annual Report and
Accounts
The responsibility statement below
has been prepared in connection with the Company's full annual
report and accounts for the year ended 31 August 2024. Certain
parts thereof are not included within this announcement.
We confirm to the best of our
knowledge:
1.
|
the financial statements, prepared
in accordance with the applicable set of accounting standards, give
a true and fair view of the assets, liabilities, financial position
and profit or loss of the Company and the undertakings included in
the consolidation taken as a whole; and
|
2.
|
the strategic report and directors'
report includes a fair review of the development and performance of
the business and the position of the Company and the undertakings
included in the consolidation taken as a whole, together with a
description of the principal risks and uncertainties that they
face.
|
We consider the annual report and
accounts, taken as a whole, are fair, balanced and understandable,
and provide the information necessary for shareholders to assess
the Group's position and performance, business model and
strategy.
This responsibility statement was
approved by the Board of Directors on 26 November 2024 and has been signed on
its behalf by James Routh and Richard Elsy CBE.
Analysis of revenue by
destination:
|
|
|
2024
£'000
|
|
2023
£'000
|
|
|
|
|
|
|
Europe
(including United Kingdom)
|
|
|
36,809
|
|
26,970
|
North
America
|
|
|
25,867
|
|
25,171
|
Asia Pacific
|
|
|
48,407
|
|
46,409
|
Rest of World
|
|
|
170
|
|
2,217
|
|
|
|
111,253
|
|
100,767
|
No customers individually represent
more than 10% of total revenue for the year ended 31 August 2024
(2023: No customers individually represent more than 10% of total
revenue).
Assets and liabilities by segment are
not reported to the Board of Directors, 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:
|
|
|
2024
£'000
|
|
2023
£'000
|
|
|
|
|
|
|
Europe
(including United Kingdom)
|
|
|
64,397
|
|
67,248
|
North
America
|
|
|
30,797
|
|
15,508
|
Asia
Pacific
|
|
|
15,703
|
|
16,908
|
|
|
|
110,897
|
|
99,664
|
|
|
|
|
|
|
3. 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 financial statements include
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 financial information relate to underlying business
performance (as defined above) unless otherwise stated.
|
|
|
2024
£'000
|
|
2023
£'000
|
|
|
|
|
|
|
Amortisation of acquired intangibles
|
|
|
6,351
|
|
7,189
|
Acquisition
related costs / (credit)
|
|
|
231
|
|
(4,502)
|
ERP
development costs
|
|
|
972
|
|
1,362
|
Adjustments to operating
profit
|
|
|
7,554
|
|
4,049
|
Acquisition related finance
costs
|
|
|
447
|
|
713
|
Adjustments to profit before
tax
|
|
|
8,001
|
|
4,762
|
Amortisation of acquired
intangibles
The amortisation relates to the
acquisition of Venshure Test Services on 2 April 2024, Ansible
Motion Limited on 20 September 2022, and the businesses acquired in
previous years, DRI, rFpro and VadoTech.
Acquisition related costs /
(credit)
The costs in the current year relate
to the acquisition of Venshure Test Services. The credit in the
prior year relates to the release of contingent consideration on
the acquisition of Ansible Motion (£5.2m), less acquisition costs
(£0.7m).
ERP development costs
These costs relate to the
development, configuration and customisation of the Group's new ERP
system which is hosted on the cloud.
Acquisition related finance
costs
Finance costs relate to the unwind
of the discount on contingent consideration payable on the
acquisition of Venshure Test Services and Ansible Motion (2023:
Ansible Motion).
Tax
The tax impact of these adjustments
was as follows: amortisation of acquired intangibles £1.1m (2023:
£1.3m), acquisition related costs £0.1m (2023: £0.1m) and ERP
development costs £0.2m (2023: £0.3m).
Cash impact
The operating cash flow impact of
the adjustments was an outflow of £1.2m (2023: £4.2m) being £1.0m
(2023: £1.4m) in relation to ERP development costs and £0.2m (2023:
£2.8m) in relation to acquisition costs.
4. Tax
The statutory effective rate of tax
for the year of 19.3% (2023: 4.4%) is lower than (2023: lower than)
the standard rate of corporation tax in the UK of 25.0% (2023:
21.5%) due to patent box relief. In the prior year, the effective
tax rate also benefited from the release of the accrual for
contingent consideration on the acquisition of Ansible Motion which
was not taxable.
The effective rate of tax on the
adjusted profit before tax is 18.7% (2023: 13.2%).
The increase in the year was due to the full-year
effect of the increase in the UK corporation tax rate.
5. 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:
|
|
|
|
|
|
2024
|
2023
|
Weighted average number of
shares ('000)
|
|
|
|
Basic
|
|
22,944
|
22,886
|
Diluted
|
|
23,249
|
23,193
|
|
|
|
|
Earnings per
share
|
|
|
|
Profit for the year attributable to
owners of the Group (£'000)
|
|
9,706
|
10,986
|
Basic earnings per share
|
|
42.3p
|
48.0p
|
Diluted earnings per
share
|
|
41.7p
|
47.4p
|
|
|
|
|
Adjusted earnings per
share
|
|
|
|
Adjusted profit for the year
attributable to owners of the Group (£'000)
|
|
16,281
|
14,104
|
Adjusted basic earnings per
share
|
|
71.0p
|
61.6p
|
Adjusted diluted earnings per
share
|
|
70.0p
|
60.8p
|
6.
Dividends
|
|
|
2024
£'000
|
|
2023
£'000
|
|
|
|
|
|
|
Final 2022
dividend paid of 3.54p per share
|
|
|
-
|
|
811
|
Interim
2023 dividend paid of 1.94p per share
|
|
|
-
|
|
444
|
Final 2023
dividend paid of 4.42p per share
|
|
|
1,009
|
|
-
|
Interim
2024 dividend paid of 2.33p per share
|
|
|
533
|
|
-
|
|
|
|
1,542
|
|
1,255
|
The Board has proposed a final
dividend in respect of the year ended 31 August 2024 of 5.30p per
share totalling £1,217,000. An interim dividend was paid of 2.33p
per share totalling £533,000. If approved, the final dividend will
be paid on 31 January 2025 to shareholders on the register on 17
January 2025.
7. Net
cash
Net cash comprises cash and cash
equivalents and lease liabilities.
The reconciliation of cash and cash
equivalents to net cash is as follows:
|
|
|
2024
£'000
|
|
2023
£'000
|
|
|
|
|
|
|
Cash and
cash equivalents
|
|
|
31,803
|
|
33,486
|
Lease
liabilities
|
|
|
(3,238)
|
|
(1,476)
|
|
|
|
28,565
|
|
32,010
|
The Group has a £15.0m revolving
credit facility which extends to 4 February 2026.
8. Other
reserves
|
Merger
relief reserve
£'000
|
Reconstruction reserve
£'000
|
Translation reserve
£'000
|
Hedging reserve
£'000
|
Other reserves
£'000
|
At
1 September 2022
|
11,390
|
(11,284)
|
1,160
|
(124)
|
1,142
|
Other comprehensive
expense
Issue of shares
|
-
3,196
|
-
-
|
(2,059)
-
|
124
-
|
(1,935)
3,196
|
At
31 August 2023
|
14,586
|
(11,284)
|
(899)
|
-
|
2,403
|
Other comprehensive
expense
|
-
|
-
|
(1,767)
|
-
|
(1,767)
|
At
31 August 2024
|
14,586
|
(11,284)
|
(2,666)
|
-
|
636
|
9. Foreign
exchange
The foreign exchange rates applied
during the year were:
|
|
2024
|
2023
|
Year-end rate
|
|
|
|
US dollar
|
|
1.32
|
1.27
|
Euro
|
|
1.19
|
1.16
|
Yen
|
|
191
|
186
|
Average rate
|
|
|
|
US dollar
|
|
1.26
|
1.21
|
Euro
|
|
1.17
|
1.15
|
Yen
|
|
191
|
165
|
10. Acquisition of
subsidiary
On 2 April 2024, the Group acquired
100% of Venshure Test Services LLC for total cash consideration of
up to $30,000,000 (£23,872,000). The acquisition supports a number
of the Group's strategic priorities, including expanding the
Group's capabilities and broadening the scope of services in the
testing services area and complementing the Group's existing
California-based track testing services business with laboratory
based testing.
The acquisition has been completed
for an initial cash consideration of $13,500,000 (£10,742,000),
being $15,000,000 (£11,936,000) initial consideration less
$1,500,000 (£1,085,000 discounted to present value) retained
against potential warranties, funded from the Group's existing cash
resources and short-term utilisation of part of the Group's
revolving credit facility.
Contingent consideration of up to
$15,000,000 (£11,936,000) will be payable in cash across two
tranches for the two years following completion, subject to meeting
certain performance criteria for both years.
The carrying amount of each class of
Venshure Test Services assets before combination is set out
below:
|
Fair
value
£'000
|
Intangible
asset adjustments £'000
|
Provisional fair value
£'000
|
|
Intangible assets
|
-
|
5,252
|
5,252
|
|
Property, plant and
equipment
|
3,276
|
-
|
3,276
|
|
Right of use asset
|
504
|
-
|
504
|
|
Trade and other
receivables
|
268
|
-
|
268
|
|
Trade and other payables
|
(217)
|
-
|
(217)
|
|
Lease liabilities
|
(808)
|
-
|
(808)
|
|
Net assets acquired
|
3,023
|
5,252
|
8,275
|
|
Goodwill arising on
acquisition
|
|
|
8,462
|
|
|
|
|
16,737
|
|
|
|
|
|
|
Initial cash
consideration
|
|
|
10,742
|
|
Contingent consideration
payable
|
|
|
4,910
|
|
Discounted retention against
warranties
|
|
|
1,085
|
|
Total consideration
|
|
|
16,737
|
|
|
|
|
|
|
Contingent consideration
|
|
Contingent consideration
|
4,910
|
Retention against
warranties
|
1,085
|
At acquisition
|
5,995
|
Unwind of discount
|
162
|
Exchange differences
|
56
|
At 31 August 2024
|
6,213
|
The fair values set out above are
provisional and will be finalised in the next financial year.
Goodwill of £8,462,000 represents the amount paid for future sales
growth from both new customers and new products and employee
know-how.
No deferred tax has been recognised
in relation to the intangible assets as the related amortisation is
tax deductible in the US and therefore the tax base of the assets
is equal to their fair value at the date of acquisition.
From the date of acquisition to 31
August 2024, the newly acquired business contributed £1,000,000 to
revenue and £385,000 to adjusted operating profit. Had the
acquisition been completed at the beginning of the period, Group
revenue would have been £112,800,000 and adjusted operating profit
would have been £20,800,000. £162,000 of the discount on the
contingent consideration unwound in the period and has been
included in finance expenses.
11. Principal risks
The principal risks and
uncertainties impacting the Group are described on pages 58 to 62
of our Annual Report 2024. They include: downturn or instability in
major geographic markets or market sectors (including inflation,
conflicts and pandemics), supply chain disruption, loss of major
customers and change in customer procurement processes, failure to
deliver new products, dependence on external routes to
market, acquisition integration and
performance, cybersecurity and business interruption, competitor
actions, loss of key personnel, threat of disruptive technology,
product liability, failure to manage growth, foreign currency,
counterparty risk, credit risk, tax risk, intellectual
property/patents and environmental risk.
12. Post balance sheet event
On 25 September 2024, the Group
acquired Bolab Systems GmbH, a niche supplier of automotive power
electronics testing solutions, based in Germany. Bolab supplies
low-voltage and high-voltage equipment for testing automotive
sub-systems and components for conventional, hybrid and EVs. The
acquisition supports the expansion of the Group's capabilities in
the testing products business and provides further alignment with
the structural growth drivers in the sector.
The initial consideration was
€5,000,000 (£4,202,000), funded from the Group's existing cash
resources. Contingent consideration of up to €6,000,000
(£5,042,000) will become payable in cash across two tranches for
the two years following completion, subject to meeting certain
performance criteria for each year.
The book value of the acquired
assets and liabilities at the date of acquisition was approximately
€1,500,000 (£1,260,000). The Group is currently in the process of
determining the fair values of the assets and liabilities
acquired.
13. 2024 Annual Report
The Annual Report for the year
ended 31 August 2024 will be posted on the Company's
website, www.abdplc.com,
on 26 November 2024 and a copy will be posted to shareholders, as
required, in advance of the Company's Annual General Meeting of 16
January 2025.