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Ergomed Interim results 2022

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RNS Number : 7156A  Ergomed plc  27 September 2022

PRESS RELEASE

 

Interim results for the six months ended 30 June 2022

 

Strong H1 performance: resilience, sustainable high growth and positive
outlook

 

 

·      Total revenue £69.9 million, up 24.8% over H1 2021

·      Adjusted EBITDA £13.8 million, at 23.0% of Service Fee Revenue

·      Total order book of £284.5 million, up 18.7% since 1 January
2022 and up 24.9% over H1 2021, underpins forward visibility

·      ADAMAS acquisition completed and trading in line with
expectations

·      Cash balance of £12.0 million (after £24.2 million net cash
purchase of ADAMAS) with available debt facilities increased to £80.0 million

·      Trading in line with current market expectations

 

Guildford, UK - 27 September 2022: Ergomed plc (LSE: ERGO) ("Ergomed"' or the
"Company"), a company focused on providing specialised services to the global
pharmaceutical industry, announces its interim results for the six months
ended 30 June 2022.

 

Financial Summary

 

                                                     First       First       %

                                                     Half        Half        change

                                                     2022        2021
 Figures in £ millions, unless otherwise stated
 Total Revenue                                       69.9        56.0        24.8
 Service Fee Revenue (Note 1)                        59.8        47.6        25.6
 Gross Profit                                        28.9        23.0        25.7
 Gross Margin (%)                                    41.4%       41.1%       0.3 ppts

 Gross Margin Service Fee (%) (Note 2)               48.4%       48.2%       0.2 ppts

 Adjusted EBITDA (Note 3)                            13.8        12.1        13.6
 Cash at 30 June                                     12.0        24.6        (51.3)
 Order book at 30 June                               284.5       227.8       24.9
 Basic adjusted earnings per share (pence) (Note 4)  20.4p       16.8p       21.4

 

Notes:

(1) Service Fee Revenue is defined as Total Revenue less Pass-through Revenue.
Pass-through Revenue is revenue earned with zero-margin.

(2) Gross Margin Service Fee (%) is defined as Service Fee Gross Profit
divided by Service Fee Revenue.

(3) Adjusted EBITDA is defined as operating profit for the period plus
depreciation and amortisation, share-based payment charge, and other income
and costs further detailed in Note 7 to the financial statements.

(4) Basic adjusted earnings per share is defined as basic earnings per share
after adjustment for certain income and costs detailed in Note 3 to the
financial statements.

 

Dr Miroslav Reljanović, Executive Chairman of Ergomed, said:

 

"Ergomed has delivered further significant strategic progress in H1 2022 with
continued strong organic growth, ongoing delivery of value from recent
acquisitions including ADAMAS, and further organic expansion into new
geographies of strategic importance. Alongside this, we have further
strengthened the Company's Board and leadership team, laying the foundations
for the next steps of our growth strategy. Ergomed has a robust and resilient
business model which is delivering a high level of sustainable growth at a
time of wider challenges in the global macro-environment. We look forward with
confidence to the rest of this year and beyond."

 

Key Financial Highlights

·      Revenue of £69.9 million (H1 2021: £56.0 million) increased by
24.8% (up 20.0% in constant currency)

·      Pharmacovigilance (PV) division delivered strong growth with
revenue up 23.4% (up 18.7% in constant currency) to £35.6 million (H1 2021:
£28.8 million)

·      Clinical Research Services (CRO) division delivered strong growth
with revenue up 26.2% (up 21.4% in constant currency) to £34.3 million (H1
2021: £27.2 million)

·      Gross profit up 25.7% to £28.9 million (H1 2021: £23.0 million)

·      Adjusted EBITDA at 23% of Service Fee Revenue and up 13.6% to
£13.8 million (H1 2021: £12.1 million)

·      Basic adjusted EPS up 21.4% to 20.4p (H1 2021: 16.8p)

·      Cash and cash equivalents of £12.0 million after payment of
£24.2 million net cash for ADAMAS acquisition

 

 

Strategic & Operational Highlights

 

·      Order book of £284.5 million future contracted revenue up 18.7%
in H1 2022 (31 December 2021: £239.7 million) and up 24.9% over H1 2021

·      North America revenues up 24.7% to £44.3 million (H1 2021:
£35.5 million)

·      Organic investment in complementary geographies, service
offerings, strategic leadership hires and technology

·      Operational integration of ADAMAS into Ergomed's business well
advanced with further significant synergistic benefits expected

·      Establishment of the Ergomed Rare Disease Innovation Centre

·      Available debt facilities increased to £80.0 million

 

 

Webcast and conference call for analysts:

A webcast and conference call for analysts will be held at 9.30 am BST
today.

 

Webcast link:
https://www.lsegissuerservices.com/spark/Ergomed/events/750dcfbe-a928-4a7e-9d63-7e60bf93acdd
(https://www.lsegissuerservices.com/spark/Ergomed/events/750dcfbe-a928-4a7e-9d63-7e60bf93acdd)

 

Conference call registration:
https://cossprereg.btci.com/prereg/key.process?key=P9G9JY8F4
(https://cossprereg.btci.com/prereg/key.process?key=P9G9JY8F4)

 

 

Enquiries:

 

 Ergomed plc                                                           Tel: +44 (0) 1483 402 975
 Miroslav Reljanović (Executive Chairman)
 Richard Barfield (Chief Financial Officer)
 Keith Byrne (Senior Vice President, Capital Markets & Strategy)

 Numis                                                                Tel: +44 (0) 20 7260 1000
 Freddie Barnfield / Euan Brown (Nominated Adviser)
 James Black (Broker)

 Peel Hunt LLP (Joint Broker)                                         Tel: +44 (0) 20 7418 8900

 James Steel / Dr Christopher Golden

 Consilium Strategic Communications                                   Tel: +44 (0) 20 3709 5700
 Chris Gardner / Matthew Neal                                         ergomed@consilium-comms.com
 Angela Gray

About Ergomed plc

Ergomed provides specialist services to the pharmaceutical industry spanning
all phases of clinical development, post-approval pharmacovigilance and
medical information. Ergomed's fast-growing services business includes an
industry-leading suite of specialist pharmacovigilance (PV) solutions,
integrated under the PrimeVigilance brand, a full range of high-quality
clinical research and trial management services under the Ergomed brand (CRO)
and mission-critical regulatory compliance and consulting services under the
ADAMAS brand. For further information, visit: http://ergomedplc.com
(http://ergomedplc.com) .

 

 

Forward-looking Statements

 

Certain statements contained within the announcement are forward-looking
statements and are based on current expectations, estimates and projections
about the potential results of Ergomed plc ("Ergomed") and the industry and
markets in which Ergomed operates, the Directors' beliefs and assumptions made
by the Directors. Words such as "expects", "anticipates", "should", "intends",
"plans", "believes", "seeks", "estimates", "projects", "pipeline" and
variations of such words and similar expressions are intended to identify such
forward-looking statements and expectations. These statements are not
guarantees of future performance or the ability to identify and consummate
investments and involve certain risks, uncertainties, outcomes of negotiations
and due diligence and assumptions that are difficult to predict, qualify or
quantify. Therefore, actual outcomes and results may differ materially from
what is expressed in such forward-looking statements or expectations. Among
the factors that could cause actual results to differ materially are: the
general economic climate, competition, interest rate levels, loss of key
personnel, the result of legal and commercial due diligence, the availability
of financing on acceptable terms and changes in the legal or regulatory
environment.

 

These forward-looking statements speak only as of the date of this
announcement. Ergomed expressly disclaims any obligation or undertaking to
disseminate any updates or revisions to any forward-looking statements
contained herein to reflect any change in Ergomed's expectations with regard
thereto, any new information or any change in events, conditions or
circumstances on which any such statements are based, unless required to do so
by law or any appropriate regulatory authority.

 

 

INTERIM MANAGEMENT REPORT

 

OPERATIONAL REVIEW

 

Introduction

 

Ergomed continued to make significant strategic progress in the first half of
2022, delivering a further period of robust operational and financial
performance. These results demonstrate Ergomed's resilient business model,
which has enabled us to continue to deliver strong growth and invest for the
future during a period of significantly more challenging macro-economic
circumstances. Alongside high organic revenue and adjusted EBITDA growth, the
Company achieved further growth through the acquisition of ADAMAS, acquired
with cash generated organically by the business. This strong financial
performance underlines the value of Ergomed's robust services model and the
strength of the Company's foundations for continued long-term growth.

 

Notwithstanding the wider macro-economic situation, the first half of 2022 saw
continuing favourable market dynamics within Ergomed's specialist areas of
rare disease, oncology, pharmacovigilance and GXP audit.  The global
regulatory environment continues to evolve, with increasing legislation that
creates complexity and drives the need for specialised outsourcing. In both
clinical trials and pharmacovigilance, innovation and the adoption of digital
technologies are increasing, with added impetus for these trends driven by the
COVID-19 pandemic. Ergomed has continued to strengthen its position in its
chosen markets with ongoing organic investment in complementary geographies,
service offerings, strategic leadership hires and technology, to take
advantage of these favourable market trends and build for the future. This has
been further augmented by the addition to the Group of the ADAMAS business and
its strong brand. These operational improvements across the Group are
contributing to the increased order book and driving sustainable growth.

 

Financial summary

Ergomed reported a strong financial performance in the first half of 2022 with
total revenues of £69.9 million (H1 2021: £56.0 million), an increase of
24.8% (20.0% in constant currency). Service fee revenues of £59.8 million (H1
2021: £47.6 million) were up 25.6% (20.7% in constant currency) over H1 2021.
This increase in revenues was driven by a robust order book at the beginning
of 2022, combined with substantial levels of new business wins throughout the
first half. Revenue growth in North America continued and was up 24.7%
compared to H1 2021.

 

Adjusted EBITDA in H1 2022 was 23.0% of service fee revenues in the first half
of 2022 and was up 13.6% to £13.8 million compared to £12.1 million in H1
2021.

 

Cash generation in H1 2022 continued to be strong. After the payment of £24.2
million net cash on the ADAMAS acquisition, funded internally through organic
cash generation, cash and cash equivalents at 30 June 2022 was £12.0 million
(H1 2021: £24.6 million). The Company continues to be debt free with
available banking facilities of £80.0 million, comprising a £50.0 million
facility and an additional £30.0 million accordion, available to support
continued growth.

 

Operational summary

Ergomed had an excellent first half, demonstrating strong overall growth in
revenue underpinned by strong demand for its services across all areas of the
business.

 

Ergomed has continued to develop internationally to meet global demand for its
services in both the Clinical Research Services and PrimeVigilance divisions.
Growth in the US is continuing, with strong organic growth supported by recent
acquisitions with US presence, including ADAMAS. The Company's new operation
in Japan, the fourth largest pharmaceutical market in the world, is continuing
to grow, and recently opened subsidiaries to develop operational capabilities
in key European countries which have further bolstered international growth
and future prospects.

 

A strong business development performance saw net sales of new business for H1
2022 increase by 19.8% to £108.8 million (H1 2021: £90.8 million),
benefiting from continuing investment in business development in both the CRO
and PrimeVigilance businesses and the significantly strengthened US and
international presence. The order book continues to grow and reached £284.5
million at the end of H1 2022, up 18.7% from £239.7 million at 31 December
2021 and up 24.9% over H1 2021, providing excellent visibility of contracted
revenues into the second half of 2022 and beyond.

 

The increase in total revenues of 24.8% to £69.9 million (H1 2021: £56.0
million) was achieved with notable growth in both the PrimeVigilance and
Clinical Research Services businesses.

 

PrimeVigilance

Ergomed's pharmacovigilance (PV) business saw total revenue increase to £35.6
million in H1 2022 from £28.8 million in H1 2021, up by 23.4% (18.7% in
constant currency). Reported gross profit increased from £14.7 million to
£18.3 million, up 24.8%, whilst gross margin increased to 51.4% (H1 2021:
50.7%).

 

The significant increase in PrimeVigilance revenue in the first half of 2022
was driven by steady sales and repeat business, as the division continued to
demonstrate its long-term resilience and ability to generate sustained growth
during a time of macroeconomic challenges. Further substantial progress was
achieved in the development and deployment of proprietary automation
technology. PrimeVigilance also invested further in training and skills
development across its existing team, whilst continuing to attract senior
industry experts to join the business. These investments enabled
organisational improvements to further enhance efficiency and productivity.

 

Alongside this, client engagement through strategic partnerships and
governance oversight has continued to foster long-term alignment and
commitment to drive future growth. Service expansion has been attained through
a strategy of differentiated product focus, enabling delivery of tailored
solutions to meet the increasingly complex global pharmacovigilance
regulations.

 

Clinical Research Services (CRO)

Ergomed's CRO business saw total revenue increase to £34.3 million in H1 2022
from £27.2 million in H1 2021, up by 26.2% (21.4% in constant currency).
Reported gross profit increased by 27.2% to £10.6 million (H1 2021: £8.4
million) and service fee gross margin remained robust at 43.4% (H1 2021:
44.2%).

 

The CRO business has seen further robust growth in the first half of 2022,
including a number of major new contract awards. Ergomed's CRO business
recently celebrated 25 years since its foundation and has continued its long
tradition of specialism and innovation with the launch in February 2022 of the
Ergomed Rare Disease Innovation Centre, providing tailored and innovative
solutions for sponsors of rare disease drug development programmes.

 

M&A Activity

Ergomed completed the acquisition of ADAMAS, an international specialist
consultancy offering a full range of independent quality assurance services,
on 9 February 2022. The operational integration of ADAMAS into Ergomed's
business is well advanced, with further significant synergistic benefits
expected. The acquisition was completed using internally generated cash
resources. The Company continues to review acquisition opportunities to
further grow the CRO and PV businesses and deliver enhanced shareholder value,
in line with its disciplined M&A strategy.

 

Strengthening of the Board and senior leadership team

During the first half of 2022, John Dawson, CBE joined the Board as an
independent Non-Executive Director and Chair of the Audit Committee, and Anne
Whitaker joined as an independent Non-Executive Director. The Company has
continued to attract senior executives with highly relevant experience and
expertise in our areas of CRO and PV specialisation, with recent key
appointments in commercial leadership roles.

 

Current trading and outlook

Ergomed has delivered further significant strategic progress in H1 2022 with
continued strong organic growth, ongoing delivery of value from recent
acquisitions including ADAMAS, and further organic expansion into new
geographies of strategic importance. Alongside this, we have further
strengthened the Company's Board and leadership team, laying the foundations
for the next steps of our growth strategy. Ergomed has a robust and resilient
business model and is delivering a high level of sustainable growth at a time
of wider challenges in the global macro-environment.  The Company is trading
in line with current market expectations and we look forward with confidence
to the rest of this year and beyond.

 

Dr Miroslav Reljanović

Executive Chairman

 

 

 

FINANCIAL REVIEW

 

The primary financial statements of Ergomed plc for the six months ended 30
June 2022 are presented later in this announcement along with the key
accounting policies, notes to the financial statements and the independent
review report from KPMG.

 

Key performance indicators

 

The Directors consider the principal financial performance indicators of the
Group to be:

 

 £ million (unless stated otherwise)             H1 2022  H1 2021

 Total revenue                                   69.9     56.0
 Gross profit                                    28.9     23.0
 Gross margin % on service fee revenue           48.4%    48.2%

 Profit after tax                                7.3      6.6
 Adjusted EBITDA (Note 7)                        13.8     12.1
 Cash and cash equivalents                       12.0     24.6

 Cash generated from operating activities        12.0     11.0
 Basic adjusted earnings per share (Note 3)      20.4p    16.8p

 

Consolidated income statement

Total revenue on a reported basis for the six months ended 30 June 2022 was
£69.9 million (H1 2021: £56.0 million), an increase of 24.8% (20.0% on a
constant currency basis), driven by growth in the PV division (up 23.4%) and
the CRO division (up 26.2%), including revenues of £4.0 million in ADAMAS
acquired on 9 February 2022. Revenues in the key North American market grew by
24.7% to £44.3 million (H1 2021: £35.5 million).

 

Gross profit was £28.9 million and service fee gross margin was 48.4% (H1
2021: gross profit £23.0 million and service fee gross margin 48.2%), the
slightly higher gross margin percentage being an anticipated result of
favourable foreign exchange and underlying organic revenue growth. Selling,
general and administration expenses including acquisition related costs were
£20.2 million (H1 2021: £14.8 million). Research and development costs
expensed in the period were £0.05 million (H1 2021: £0.04 million).

 

Adjusted EBITDA increased by 13.6% to £13.8 million in H1 2022 from £12.1
million in H1 2021, with profit after tax up 10.3% at £7.3 million (H1 2021:
£6.6 million). Basic adjusted earnings per share was up 21.4% to 20.4p (H1
2021: 16.8p).

 

Consolidated balance sheet

Net assets increased by £7.9 million during the first half of 2022 and
amounted to £75.1 million at 30 June 2022 (31 December 2021: £67.2 million)
including net cash and cash equivalents of £12.0 million (31 December 2021:
£31.2 million).

 

Consolidated cash flow statement

At 30 June 2022, the Group's net cash balance was £12.0 million, after the
£24.2 million net cash purchase of ADAMAS in February 2022.

 

Cash generated from operating activities was £12.0 million (H1 2021: £11.0
million) before changes in working capital, representing 86.9% of adjusted
EBITDA in H1 2022. Ergomed has no debt and has increased its multi-currency
revolving credit facility (RCF) from £30.0 million to £80.0 million,
comprising a £50.0 million facility and an additional £30.0 million
accordion.

 

Net outflows from investing activities increased to £24.7 million (H1 2021:
£0.9 million) due to the £24.2 million net cash purchase of ADAMAS. Net
outflows on financing activities for the period of £1.0 million were
primarily related to lease costs and interest paid.

 

Richard Barfield

Chief Financial Officer

 

Independent Review Report to Ergomed plc

 

Conclusion

 

We have been engaged by the Ergomed plc ("the Entity" or "the Group") to
review the Entity's condensed set of consolidated financial statements in the
half-yearly financial report for the six months ended 30 June 2022 which
comprises condensed Consolidated Income Statement, condensed Consolidated
Statement of Comprehensive Income, condensed Consolidated Balance Sheet,
condensed Consolidated Statement of Changes in Equity, Consolidated Cash Flow
Statement a summary of significant accounting policies and other  explanatory
notes.

 

Based on our review, nothing has come to our attention that causes us to
believe that the condensed set of consolidated financial statements in the
half-yearly financial report for the six months ended 30 June 2022 is not
prepared, in all material respects in accordance with International Accounting
Standard 34 Interim Financial Reporting ("IAS 34") as contained in the UK
adopted International Accounting Standards  and the AIM Rules.

 

Basis for conclusion

 

We conducted our review in accordance with International Standard on Review
Engagements (UK) 2410 Review of Interim Financial Information Performed by the
Independent Auditor of the Entity ("ISRE (UK) 2410") issued for use in the UK.
A review of interim financial information consists of making enquiries,
primarily of persons responsible for financial and accounting matters, and
applying analytical and other review procedures.

 

A review is substantially less in scope than an audit conducted in accordance
with International Standards on Auditing (UK) and consequently does not enable
us to obtain assurance that we would become aware of all significant matters
that might be identified in an audit. Accordingly, we do not express an audit
opinion.

 

We read the other information contained in the half-yearly financial report to
identify material inconsistencies with the information in the condensed set of
consolidated financial statements and to identify any information that is
apparently materially incorrect based on, or materially inconsistent with, the
knowledge acquired by us in the course of performing the review. If we become
aware of any apparent material misstatements or inconsistencies we consider
the implications for our report.

 

Conclusions relating to going concern

 

Based on our review procedures, which are less extensive than those performed
in an audit as described in the Basis for conclusion section of this report,
nothing has come to our attention that causes us to believe that the directors
have inappropriately adopted the going concern basis of accounting, or that
the directors have identified material uncertainties relating to going concern
that have not been appropriately disclosed.

 

This conclusion is based on the review procedures performed in accordance with
ISRE (UK) 2410. However, future events or conditions may cause the Entity to
cease to continue as a going concern, and the above conclusions are not a
guarantee that the Entity will continue in operation.

 

Directors' responsibilities

 

The half-yearly financial report is the responsibility of, and has been
approved by, the directors. The directors are responsible for preparing the
half-yearly financial report in accordance with the AIM Rules.

 

The directors are responsible for preparing the condensed set of consolidated
financial statements included in the half-yearly financial report in
accordance with IAS 34 as contained in the UK adopted International Accounting
Standards .

 

As disclosed in note 1, the annual financial statements of the Entity for the
year ended 31 December 2021 are prepared in accordance with UK-adopted
international accounting standards.

 

In preparing the condensed set of consolidated financial statements, the
directors are responsible for assessing the Entity's ability to continue as a
going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the directors either intend
to liquidate the Entity or to cease operations, or have no realistic
alternative but to do so.

 

Our responsibility

 

Our responsibility is to express to the Entity a conclusion on the condensed
set of consolidated financial statements in the half-yearly financial report
based on our review.

 

Our conclusion, including our conclusions relating to going concern, are based
on procedures that are less extensive than audit procedures, as described in
the Basis for conclusion section of this report.

 

The purpose of our review work and to whom we owe our responsibilities

 

This report is made solely to the Entity in accordance with the terms of our
engagement. Our review has been undertaken so that we might state to the
Entity those matters we are required to state to it in this report and for no
other purpose. To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the Entity for our review work, for
this report, or for the conclusions we have reached.

 

 

 

KPMG
26 September 2022

Chartered Accountants

1 Stokes Place

St Stephen's Green

Dublin 2,

Ireland.

 

Condensed Consolidated Income Statement

For the six months ended 30 June 2022

                                                                         Note  Unaudited      Unaudited      Audited

                                                                               Six months     Six months     Year

                                                                               ended          ended          ended

                                                                               30 June 2022   30 June 2021   31 December 2021

                                                                               £000s          £000s          £000s

 REVENUE                                                                 2     69,917         56,042         118,581

 Cost of sales                                                                 (30,851)       (24,671)       (52,191)
 Reimbursable expenses                                                         (10,139)       (8,354)        (18,028)

 GROSS PROFIT                                                                  28,927         23,017         48,362

 Selling, general and administrative expenses                                  (20,163)       (14,848)       (34,877)

 Selling, general and administrative expenses comprises:
 Other selling, general and administrative expenses                            (17,363)       (13,201)       (27,736)
 Amortisation of acquired intangible assets                                    (1,404)        (728)          (1,599)
 Share-based payment charge                                                    (557)          (431)          (817)
 Contingent consideration for acquisitions                                     -              -              (2,949)
 Acquisition costs                                                       6     (839)          (488)          (1,776)

 Research and development expenses                                             (47)           (36)           (130)
 Net impairment reversal/(loss) on trade receivable and contract assets

                                                                               287            (533)          (324)
 Other operating income                                                  5     385            926            1,593

 OPERATING PROFIT                                                              9,389          8,526          14,624

 Finance income                                                                -              1              1
 Finance costs                                                           4     (239)          (213)          (361)

 PROFIT BEFORE TAXATION                                                        9,150          8,314          14,264

 Taxation                                                                8     (1,836)        (1,681)        (1,590)

 PROFIT FOR THE PERIOD                                                         7,314          6,633          12,674

 

All activities in the current and prior periods relate to continuing
operations.

 

Condensed Consolidated Statement of Comprehensive Income

For the six months ended 30 June 2022

                                                            Unaudited      Unaudited      Audited

                                                            Six months     Six months     Year

                                                            ended          ended          ended

                                                            30 June 2022   30 June 2021    31 December 2021

                                                            £000s          £000s          £000s

 OTHER COMPREHENSIVE INCOME

 Profit for the period                                      7,314          6,633          12,674

 Exchange differences on translation of foreign operations  2,121          (1,001)        (682)

 Other comprehensive income for the period net of tax       2,121          (1,001)        (682)

 Total comprehensive profit for the period                  9,435          5,632          11,992

 

All activities in the current and prior periods relate to continuing
operations.

 

 

                     Note  Unaudited      Unaudited      Audited

                           Six months     Six months     Year

                           ended          ended          ended

                           30 June 2022   30 June 2021    31 December 2021

                           £000s          £000s          £000s

 EARNINGS PER SHARE  3

 Basic                     14.8p          13.6p          26.1p

 Diluted                   14.2p          13.0p          25.1p

 

 

                              Note  Unaudited      Unaudited      Audited

                                    Six months     Six months     Year

                                    ended          ended          ended

                                    30 June 2022   30 June 2021    31 December 2021

                                    £000s          £000s          £000s

 ADJUSTED EARNINGS PER SHARE  3

 Basic                              20.4p          16.8p          41.1p

 Diluted                            19.6p          16.1p          39.4p

 

 

 

 ADJUSTED EBITDA                                                           7  13,760  12,111  25,423

 (Adjusted Earnings Before Interest, Tax, Depreciation and Amortisation)

 

 

Condensed Consolidated Balance Sheet

As at 30 June 2022

                                                 Unaudited      Unaudited      Audited

                                          Note   30 June 2022   30 June 2021   31 December 2021

                                                 £000s          £000s          £000s

 Non-current assets
 Goodwill                                 9      41,076         25,646         23,903
 Other intangible assets                  10     16,910         7,683          7,653
 Property, plant and equipment                   1,974          1,957          1,966
 Right-of-use assets                             2,639          3,731          2,691
 Deferred tax asset                              6,999          5,343          9,433

                                                 69,598         44,360         45,646

 Current assets
 Trade and other receivables              11     30,653         21,966         25,143
 Contract assets (accrued revenue)               9,198          4,268          3,958
 Cash and cash equivalents                12     11,973         24,571         31,243

                                                 51,824         50,805         60,344

 Total assets                                    121,422        95,165         105,990

 Current liabilities
 Lease liabilities                               (1,322)        (1,338)        (1,249)
 Trade and other payables                 13     (15,469)       (13,082)       (14,946)
 Derivative Liability                            (783)          (98)           (261)
 Contract liabilities (deferred revenue)         (22,975)       (15,489)       (17,752)
 Current tax liability                           (468)          (1,676)        (1,172)

                                                 (41,017)       (31,683)       (35,380)

 Net current assets                              10,807         19,122         24,964

 Non-current liabilities
 Lease liabilities                               (1,264)        (2,429)        (1,432)
 Provisions                                      (19)           (19)           (19)
 Deferred tax liability                          (4,069)        (2,101)        (1,920)

                                                 (5,352)        (4,549)        (3,371)

 Total liabilities                               (46,369)       (36,232)       (38,751)

 Net assets                                      75,053         58,933         67,239

 Equity
 Share capital                            14     499            490            493
 Share premium account                           711            116            545
 Merger reserve                                  1,349          1,349          1,349
 Share-based payment reserve                     6,416          5,473          5,859
 Translation reserve                             2,054          (386)          (67)
 Retained earnings                               64,024         51,891         59,060

 Total equity                                    75,053         58,933         67,239

 

Condensed Consolidated Statement of Changes in Equity

For the six months ended 30 June 2022

                                                                         Share     Share     Merger reserve  Share-based payment  Translation  Retained   Total

                                                                         capital   premium                   reserve              reserve      earnings

                                                                                   account                   £000s

                                                                                             £000s

                                                                         £000s     £000s                                          £000s        £000s      £000s

 Balance at 1 January 2021                                               489       3         1,349           5,042                615          45,368     52,866

 Profit for the period                                                   -         -         -               -                    -            6,633      6,633
 Other comprehensive income for the period                               -         -         -               -                    (1,001)      -          (1,001)

 Total comprehensive income for the period                               -         -         -               -                    (1,001)      6,633      5,632

 Shares issued on exercise of share options                              1         113       -               -                    -            -          114
 Equity-settled share-based payment charge                               -         -         -               431                  -            -          431
 Deferred tax credit taken directly to equity                            -         -         -               -                    -            (110)      (110)

 Total transactions with shareholders in their capacity as shareholders  1         113       -               431                  -            (110)      435

 Balance at 30 June 2021                                                 490       116       1,349           5,473                (386)        51,891     58,933

 Profit for the period                                                   -         -         -               -                    -            6,041      6,041
 Other comprehensive income for the period                               -         -         -               -                    319          -          319

 Total comprehensive income for the period                               -         -         -               -                    319          6,041      6,360

 Shares issued on exercise of share options                              3         429       -               -                    -            -          432
 Equity-settled share-based payment charge                               -         -         -               386                  -            -          386
 Deferred tax credit taken directly to equity                            -         -         -               -                    -            1,128      1,128

 Total transactions with shareholders in their capacity as shareholders  3         429       -               386                  -            1,128      1,946

 Balance at 31 December 2021                                             493       545       1,349           5,859                (67)         59,060     67,239

 Profit for the period                                                   -    -    -      -      -      7,314    7,314
 Other comprehensive income for the period                               -    -    -      -      2,121  -        2,121

 Total comprehensive income for the period                               -    -    -      -      2,121  7,314    9,435

 Shares issued on exercise of share options                              6    166  -      -      -      -        172
 Share-based payment charge                                              -    -    -      557    -      -        557
 Deferred tax credit taken directly to equity                            -    -    -      -      -      (2,350)  (2,350)

 Total transactions with shareholders in their capacity as shareholders  6    166  -      557    -      (2,350)  (1,621)

 Balance at 30 June 2022                                                 499  711  1,349  6,416  2,054  64,024   75,053

 

Condensed Consolidated Cash Flow Statement

For the six months ended 30 June 2022

                                                                       Unaudited      Unaudited      Audited

                                                                       Six months     Six months     Year

                                                                       ended          ended          ended

                                                                       30 June 2022   30 June 2021    31 December 2021

                                                                       £000s          £000s          £000s
 Cash flows from operating activities
 Profit for the period                                                 7,314          6,633          12,674

 Adjustment for:
 Amortisation and depreciation                                         2,937          2,623          5,046
 Profit on disposal of non-current assets                              (28)           (145)          (413)
 Share-based payment charge                                            557            431            817
 RDEC income                                                           (293)          (559)          (956)
 Finance costs                                                         239            213            361
 Other non-cash movements                                              (609)          162            (25)
 Exceptional Items (Earn-out on acquisitions)                          -              -              2,949
 Tax expense                                                           1,836          1,681          1,590

 Operating cash flow before changes in working capital and provisions  11,953         11,039         22,043
 Decrease/(increase) in trade, other receivables and accrued revenue   (8,765)        1,672          367
 (Decrease)/increase in trade, other payables and deferred revenue     4,536          (1,833)        217
 (Decrease)/increase in provisions                                     -              (298)          (298)

 Cash generated from operating activities                              7,724          10,580         22,329

 Taxation paid                                                         (2,346)        (2,059)        (3,646)

 Net cash from operating activities                                    5,378          8,521          18,683

 Cash flows from investing activities
 Finance income received                                               -              1              1
 Acquisition of intangible assets                                      (124)          (14)           (30)
 Acquisition of property, plant and equipment                          (344)          (545)          (953)
 Proceeds from the sale of property, plant and equipment               6              14             103
 Acquisition of subsidiaries, net of cash acquired                     (24,243)       -              -
 Acquisition related earn-out paid                                     -              (318)          (3,267)

 Net cash used in investing activities                                 (24,705)       (862)          (4,146)

 Cash flows from financing activities
 Proceeds from the issue of new ordinary shares                        172            114            546
 Finance costs paid                                                    (169)          (105)          (169)
 Payment of lease liabilities                                          (964)          (1,607)        (2,490)
 Proceeds from borrowings                                              15,000         -              -
 Repayment of borrowings                                               (15,000)       -              -

 Net cash (used in)/from financing activities                          (961)          (1,598)        (2,113)

 Net (decrease)/ increase in cash and cash equivalents                 (20,288)       6,061          12,424
 Effect of foreign currency on cash balances                           1,018          (484)          (175)
 Cash and cash equivalents at start of the period                      31,243         18,994         18,944
 Cash and cash equivalents at end of period                            11,973         24,571         31,243

 

 

 

 

 

Notes to the Condensed Consolidated Financial Statements

For the six months ended 30 June 2022

1.         BASIS OF PREPARATION AND ACCOUNTING POLICIES

The condensed consolidated financial statements have been prepared in
accordance with the recognition and measurement requirements of International
Financial Reporting Standards (IFRS) and IFRIC interpretations issued by the
International Accounting Standards Board (IASB) adopted by the UK.

The condensed consolidated financial statements have been prepared in
accordance with International Accounting Standard 34 ("IAS 34") - Interim
Financial Reporting, and should be read in conjunction with the Group's last
annual consolidated financial statements as at and for the year ended 31
December 2021. Selected explanatory notes are included to explain events and
transactions that are significant to an understanding of the changes in the
Group's financial position and performance since the last annual financial
statements.

The condensed consolidated financial statements have been prepared under the
historical cost convention, except for the fair value of certain financial
instruments which are further detailed in note 16.

The same accounting policies, presentation and methods of computation have
been followed in these condensed consolidated financial statements as were
applied in the preparation of the Group's financial statements for the year
ended 31 December 2021.

These condensed consolidated financial statements do not comprise statutory
accounts within the meaning of section 434 of the Companies Act 2006. A copy
of the Group's audited statutory accounts for the year ended 31 December 2021
were approved by the Board of Directors and have been delivered to the
Registrar of Companies. The audit report on those accounts was unqualified,
did not draw attention to any matters by way of emphasis and did not contain
any statement under section 498(2) or (3) of the Companies Act 2006.

Risks and uncertainties

An outline of the key risks and uncertainties faced by the Group was described
in the Annual Report and Accounts 2021 which is available on the Company
website (www.ergomedplc.com). The principle risks were: Cancellation or delay
of clinical trials or projects by customers including as a result of COVID-19;
Lower contacted order book realisation of sales pipeline to contract;
significant regional or national event (pandemic, natural disaster, conflict
or terrorism; Quality and third party oversight ('TPO'); Information security;
Access to capital; Retention of senior and key employees; Dependence on a
limited number of key clients; and Data privacy.

Critical accounting judgements and key sources of estimation uncertainty

In preparing these interim financial statements, management has made
judgements and estimates that affect the application of accounting policies
and the reported amounts of assets and liabilities, income and expense.

The significant judgements made by management in applying the Group's
accounting policies and the key sources of estimation uncertainty were the
same as those described in the last annual financial statements and are
summarised below.

 

 Source of estimation uncertainty  Overview
 Bad debt provision                The Group had provisions against trade receivables at the period end of
                                   £344,000 (2021: £627,000) which resulted in a credit to the Income Statement
                                   in the period of £287,000 (2020: charge of £533,000).
 Impairment of goodwill            The impairment provision against goodwill at the period end was £2,143,000
                                   (2021: £2,143,000) and related fully against the investment in Haemostatix
                                   Limited. £nil (2021: £nil) was charged to the Income Statement in the
                                   period.
 Revenue from customer             Revenue for CRO services is recognised based on the costs incurred on a

                                 project as a proportion of total expected costs to determine a percentage of
 contracts                         completion which is applied to the estimate of the transaction price. Given
                                   the long-term nature and complexity of clinical trials, estimation is used to
                                   determine the forecast costs to complete, which can impact the timing and
                                   value of revenue recognised for the CRO business.

 

 

 

Going concern

The interim financial statements have been prepared on the going concern
basis, which assumes that the Group will have sufficient funds to continue in
operational existence for the foreseeable future, being a period of no less
than 12 months from the date these interim financial statements are approved.
The Directors have reviewed cash flow forecasts for the period through to 31
December 2025, which is derived from the 2022 Board approved budget and a
medium-term cash flow forecast through to 31 December 2025, which is an
extrapolation of the approved budget under multiple scenarios and growth
rates. The 2022 budget and medium‑term forecast represents the Directors'
best estimate of the Group's future performance and necessarily includes a
number of assumptions, including the level of revenues. The 2022 budget and
medium-term forecast demonstrate that the Directors have a reasonable
expectation that the Group will be able to meet its liabilities as they fall
due for a period of at least 12 months from the date these interim financial
statements are approved.

On the basis of the above factors and, having made appropriate enquiries, the
Directors have a reasonable expectation that the Group has adequate resources
to continue in operational existence for the foreseeable future. Accordingly,
they continue to adopt the going concern basis in preparing the interim
financial statements.

 

Business Combinations

Acquisitions of subsidiaries and businesses are accounted for using the
acquisition method. The consideration transferred on acquisition is the fair
value at the date of transaction for assets and liabilities transferred. All
acquisition related costs are expensed as incurred.

Goodwill arises as the excess of acquisition cost over the fair value of the
assets transferred at the date of transaction. Goodwill is reviewed for
impairment annually and is carried at cost less accumulated impairment losses.
Impairment losses are not reversed in subsequent periods.

Goodwill arising on the acquisition of a foreign operation, including any fair
value adjustments to the carrying amounts of assets or liabilities on the
acquisition, are treated as assets and liabilities of that foreign operation
in accordance with IAS 21 and as such are translated at the relevant foreign
exchange rate at the statement of financial position date.

 

2.         REVENUE AND OPERATING SEGMENTS

The Group's revenue is disaggregated by geographical market and major service
lines:

 

30 June 2022 Geographical market and major service lines

                                         CRO services  PV services  Total services

                                                       £000s

                                         £000s                      £000s
 Geographical market by client location
 UK                                      6,046         4,021        10,067
 Rest of Europe, Middle East and Africa  6,180         6,470        12,650
 North America                           20,231        24,026       44,257
 Asia                                    1,868         935          2,803
 Australia                               4             136          140

                                         34,329        35,588       69,917

 

 

 

30 June 2021 Geographical market and major service lines

                                         CRO services  PV services  Total services

                                                       £000s

                                         £000s                      £000s
 Geographical market by client location
 UK                                      2,444         4,534        6,978
 Rest of Europe, Middle East and Africa  4,058         6,243        10,301
 North America                           18,843        16,661       35,504
 Asia                                    1,860         1,399        3,259
 Australia                               -             -            -

                                         27,205        28,837       56,042

 

 

 

 

31 December 2021 Geographical market and major service lines

                                         CRO services  PV services  Total services

                                                       £000s

                                         £000s                      £000s
 Geographical market by client location
 UK                                      5,415         8,785        14,200
 Rest of Europe, Middle East and Africa  9,585         12,981       22,566
 North America                           38,388        36,028       74,416
 Asia                                    4,687         2,532        7,219
 Australia                               2             178          180

                                         58,077        60,504       118,581

Operating segments

Information reported to the Company's Board, which is the chief operating
decision maker ('CODM'), for the purpose of resource allocation and assessment
of segment performance, is focused on the Group operating as two business
segments, being Clinical Research Services ('CRO') and Pharmacovigilance
('PV'). All revenues arise from direct sales to customers. The segment
information reported below all relates to continuing operations. Following the
acquisition of ADAMAS by the Group in February 2022, the associated revenues
have been allocated between CRO and PV based on the nature of the revenues
generated.

 

The accounting policies of the reportable segments are the same as the Group's
accounting policies. Segment profit represents the gross profit earned by each
segment. Other amounts, including selling, general and administration expenses
were not allocated to a segment. This was the measure reported to the CODM for
the purpose of resource allocation and assessment of segment performance.

 

 30 June 2022                                                            CRO       PV        Consolidated

                                                                         £000s     £000s     total

                                                                                             £000s
 Segment revenues                                                        34,329    35,588    69,917
 Cost of sales                                                           (13,830)  (17,021)  (30,851)
 Reimbursable expenses                                                   (9,858)   (281)     (10,139)
 Segment gross profit                                                    10,641    18,286    28,927
 Selling, general and administration expenses                                                (20,163)
 Selling, general and administration expenses comprises:
 Other selling, general and administration expenses                                          (17,363)
 Amortisation of acquired fair valued intangible assets                                      (1,404)
 Share-based payment charge                                                                  (557)
 Acquisition costs                                                                           (839)
 Research and development expenses                                                           (47)
 Net impairment reversal/(loss) on trade receivable and contract assets                      287
 Other operating income                                                                      385
 Operating profit                                                                            9,389
 Finance income                                                                              -
 Finance costs                                                                               (239)
 Profit before tax                                                                           9,150

 

 

 

 30 June 2021                                                            CRO       PV        Consolidated

                                                                         £000s     £000s     total

                                                                                             £000s
 Segment revenues                                                        27,205    28,837    56,042
 Cost of sales                                                           (10,664)  (14,007)  (24,671)
 Reimbursable expenses                                                   (8,176)   (178)     (8,354)
 Segment gross profit                                                    8,365     14,652    23,017
 Selling, general and administration expenses                                                (14,848)
 Selling, general and administration expenses comprises:
 Other selling, general and administration expenses                                          (13,201)
 Amortisation of acquired fair valued intangible assets                                      (728)
 Share-based payment charge                                                                  (431)
 Acquisition costs                                                                           (488)
 Research and development expenses                                                           (36)
 Net impairment reversal/(loss) on trade receivable and contract assets                      (533)
 Other operating income                                                                      926
 Operating profit                                                                            8,526
 Finance income                                                                              1
 Finance costs                                                                               (213)
 Profit before tax                                                                           8,314

 

 31 December 2021                                                        CRO       PV        Consolidated

                                                                         £000s     £000s     total

                                                                                             £000s
 Segment revenues                                                        58,077    60,504    118,581
 Cost of sales                                                           (22,906)  (29,285)  (52,191)
 Reimbursable expenses                                                   (17,621)  (407)     (18,028)
 Segment gross profit                                                    17,550    30,812    48,362
 Selling, general and administration expenses                                                (34,877)
 Selling, general and administration expenses comprises:
 Other selling, general and administration expenses                                          (27,736)
 Amortisation of acquired fair valued intangible assets                                      (1,599)
 Share-based payment charge                                                                  (817)
 Contingent consideration for acquisitions                                                   (2,949)
 Acquisition costs                                                                           (1,776)
 Research and development expenses                                                           (130)
 Net impairment reversal/(loss) on trade receivable and contract assets                      (324)
 Other operating income                                                                      1,593
 Operating profit                                                                            14,624
 Finance income                                                                              1
 Finance costs                                                                               (361)
 Profit before tax                                                                           14,264

 

Segment net assets

 

                                30 June 2022  30 June 2021  31 December 2021

                                £000s         £000s         £000s
 CRO                            34,939        27,609        28,531
 PV                             40,114        31,324        38,708
 Consolidated total net assets  75,053        58,933        67,239

 

3.         EARNINGS PER SHARE

The calculation of the basic and diluted earnings per share is based on the
following data:

                                                                                 Unaudited      Unaudited      Unaudited

                                                                                 Six months     Six months     Year

                                                                                 ended          ended          ended

                                                                                 30 June 2022   30 June 2021   31 December 2021

                                                                                 £000s          £000s          £000s
 EARNINGS
 Earnings for the purposes of basic and diluted earnings per share being net
 profit attributable to owners of the Company

                                                                                 7,314          6,633          12,674

 Adjustments to earnings:
 Amortisation of acquired fair valued intangible assets                          1,404          728            1,605
 Share-based payment charge                                                      557            431            817
 Acquisition costs (note 6)                                                      839            488            1,776
 Acquisition-related contingent consideration                                    -              -              2,949
 Pay in lieu and non-compete compensation                                        38             45             211
 Tax effect of adjusting items                                                   (66)           (101)          (102)

 Adjusted earnings for the purposes of basic and diluted earnings per share      10,086         8,224          19,930

                                                                                 No.            No.            No.
 NUMBER OF SHARES
 Weighted average number of shares for the purposes of basic earnings per share  49,520,505     48,910,834     48,466,740

 Dilution effect of:
 Share options                                                                   1,822,690      2,293,726      2,102,588

 Weighted average number of shares for the purposes of diluted earnings per
 share

                                                                                 51,343,195     51,204,560     50,569,328

 

 

                                Unaudited      Unaudited      Audited

                                Six months     Six months     Year

                                ended          ended          ended

                                30 June 2022   30 June 2021    31 December 2021

                                £000s          £000s          £000s

 EARNINGS PER SHARE

 Basic                          14.8p          13.6p          26.1p

 Diluted                        14.2p          13.0p          25.1p

 ADJUSTED EARNINGS PER SHARE

 Basic                          20.4p          16.8p          41.1p

 Diluted                        19.6p          16.1p          39.4p

 

 

 

4.         FINANCE COSTS

                                Unaudited      Unaudited      Audited

                                Six months     Six months     Year

                                ended          ended          ended

                                30 June 2022   30 June 2021   31 December 2021

                                £000s          £000s          £000s

 Interest on lease liabilities  70             108            191
 Other Interest payable         169            105            170

                                239            213            361

 

 

5.         OTHER OPERATING INCOME

                       Unaudited      Unaudited      Audited

                       Six months     Six months     Year

                       ended          ended          ended

                       30 June 2022   30 June 2021   31 December 2021

                       £000s          £000s          £000s

 Foreign grant income  78             298            629
 RDEC income           293            559            956
 Other income          14             69             8

                       385            926            1,593

 

 

 

6.         ACQUISITION COSTS

                                      Unaudited      Unaudited      Audited

                                      Six months     Six months     Year

                                       ended          ended         ended

                                      30 June 2022   30 June 2021   31 December 2021
                                      £000s          £000s          £000s

 Acquisition of ADAMAS                700            -              240
 Acquisition of MedSource             -              327            406
 Aborted and other acquisition costs  139            161            1,130

                                      839            488            1,776

 

 

7.         EBITDA and Adjusted EBITDA

                                                                            Unaudited      Unaudited      Unaudited

                                                                            Six months     Six months     Year

                                                                            ended          ended          ended

                                                                            30 June 2022   30 June 2021   31 December 2021

                                                                            £000s          £000s          £000s

 Operating profit                                                           9,389          8,526          14,624

 Adjusted for:
 Depreciation and amortisation charges within Other selling, general &
 administration expenses

                                                                            1,533          1,895          3,447
 Amortisation of acquired fair valued intangible assets

                                                                            1,404          728            1,599

 EBITDA                                                                     12,326         11,149         19,670

 Adjusted for:
 Share-based payment charge                                                 557            431            817
 Acquisition related contingent compensation                                -              -              2,949
 Acquisition costs (note 6)                                                 839            488            1,776
 Pay in lieu and non-compete compensation                                   38             43             211

 Adjusted EBITDA                                                            13,760         12,111         25,423

The Directors make certain adjustments to EBITDA to derive Adjusted EBITDA,
which they consider are more reflective of the Group's underlying trading
performance, enabling comparisons to be made with prior periods.

 

8.         INCOME TAX EXPENSE

Income tax expense is recognised at an amount determined by multiplying the
profit before tax for the interim reporting period by management's best
estimate of the weighted-average annual income tax rate, adjusted for the tax
effect of certain items recognised in full in the interim period. As such, the
effective tax rate in the interim financial statements may differ from
management's estimate of the effective tax rate for the annual financial
statements.

The Group's consolidated effective tax rate in respect of continuing
operations for the six months ended 30 June 2022 was 20.1% (six months ended
30 June 2021: 20.2%).

 

9.         GOODWILL

 Reconciliation of carrying amount:          Total

                                             £000s

 Balance at 1 January 2022                   23,903

 Arising on business combinations            15,820
 Translation movement                        1,353

 Balance at 30 June 2022                     41,076

As at 30 June 2022, the Group performed an assessment to identify indicators
of impairment relating to goodwill allocated to cash generating units (CGUs).
This included a review of internal and external indicators of impairment
including considering the year-to-date performance of the relevant CGUs and
any changes in key assumptions. The outcome of this assessment was that there
were no indications of impairment which could reasonably be expected to
eliminate the headroom computed at 31 December 2021. As a result of this
assessment no impairment charges were recorded in the first half of 2022
(2021: first half £nil; full-year £nil).

A full detailed impairment review will be conducted on all CGUs at 31 December
2022.

10.       OTHER INTANGIBLE ASSETS

                                                     Total
                                                     £000s
 Cost
 At 1 January 2022                                   33,943
 Acquisitions through business combinations          10,106
 Additions                                           124
 Disposals                                           -
 Translation movement                                895

 At 30 June 2022                                     45,068

 Amortisation
 At 1 January 2022                                   26,290
 Charge for the period                               1,673
 Disposals                                           -
 Translation movement                                195

 At 30 June 2022                                     28,158

 Net Book Value

 At 30 June 2022                                     16,910

 At 31 December 2021                                 7,653

 At 30 June 2021                                     7,683

11.       TRADE AND OTHER RECEIVABLES

                                                        Unaudited      Unaudited      Audited

                                                        30 June 2022   30 June 2021   31 December 2021

                                                        £000s          £000s          £000s

 Trade receivables                                      25,265         18,900         20,234
 Other receivables                                      1,451          834            869
 Derivative asset - Foreign currency forward contracts  15             13             -
 Prepayments                                            1,884          1,572          1,818
 Corporation tax receivable                             2,038          647            2,222

                                                        30,653         21,966         25,143

Trade receivables is recorded net of impairment losses of £344,000 (2021:
£627,000),

 

 

12.       CASH AND CASH EQUIVALENTS AND BORROWINGS

On 1 February 2022, Ergomed plc drew down £15 million against the
multi-currency revolving credit facility ("RCF") available with the Company's
bankers, HSBC to part fund the acquisition of ADAMAS. The interest rate
payable on this borrowing was SONIA plus 2.1%. As at 30 June 2022 the entire
drawdown of £15 million was repaid and the full RCF is undrawn. On 22 July
2022 the Group has increased its multi-currency rolling credit facility (RCF)
from £30.0 million to £80.0 million, comprising a £50.0 million facility
with an additional £30.0 million accordion.

                                              Unaudited      Unaudited      Audited

                                              30 June 2022   30 June 2021   31 December 2021

                                              £000s          £000s          £000s

 Cash and cash equivalents                    11,973         24,571         31,243

 Borrowings                                   -              -              -

 Cash and cash equivalents net of borrowings  11,973         24,571         18,994

 

 

 

13.       TRADE AND OTHER PAYABLES

                                     Unaudited      Unaudited      Audited

                                     30 June 2022   30 June 2021   31 December 2022

                                     £000s          £000s          £000s

 Trade payables                      4,915          3,435          3,102
 Amounts payable to related parties  -              52             3
 Social security and other taxes     1,356          859            1,302
 Other payables                      2,077          1,451          1,541
 Customer advances                   -              247            47
 Accruals                            7,121          7,038          8,951

                                     15,469         13,082         14,946

14.       ORDINARY SHARE CAPITAL

                                             £000s

                                 Number

 Ordinary shares of £0.01 each

 Balance at 30 June 2021         48,955,339  490

 Exercise of share options       338,290     3

 Balance at 31 December 2021     49,293,629  493

 Exercise of share options       586,400     6

 Balance at 30 June 2022         49,880,029  499

 

 

15.       ACQUISITION OF SUBSIDIARY - ADAMAS

On 9 February 2022, the Group acquired all of the issued share capital in
ADAMAS Consulting Group Limited and its subsidiaries ("ADAMAS"). The
acquisition has been completed for a cash consideration of £25.6 million,
representing an enterprise value of £24.2 million and cash acquired of £1.4
million. Ergomed Plc drew down on its £15.0 million on multi-currency rolling
credit facility ('RCF) on 1 February 2022 and utilised the funds and existing
Group cash reserves to fund the acquisition.

 

ADAMAS is an international specialist consultancy offering a full range of
independent quality assurance services and specialising in the audit of
pharmaceutical manufacturing processes, as well as auditing clinical trials
and pharmacovigilance systems.

 

In the period from 9 February 2022 to 30 June 2022, ADAMAS contributed revenue
of £4.0 million and profit of £0.1 million to the Group's results. If the
acquisition had occurred on 1 January 2022, management estimates that
consolidated revenue would have been £4.7 million, and profit for the period
would have been £0.1 million. In determining these amounts, management has
assumed that the fair value adjustments, determined provisionally, that arose
on the date of acquisition would have been the same if the acquisition had
occurred on 1 January 2022.

 

 Identifiable assets acquired and liabilities assumed                           Provisional valuation
                                                                                £000s

 Intangible assets                                                              10,106
 Property, plant and equipment                                                  19
 Deferred tax assets                                                            4
 Trade and other receivables                                                    1,876
 Contract asset (accrued income)                                                233
 Cash and equivalents                                                           1,411
 Trade and other payables                                                       (1,246)
 Contract liability (deferred revenue)                                          (14)
 Taxation payable                                                               (121)
 Deferred tax liability                                                         (2,434)

 Total identifiable net assets                                                  9,834

 Goodwill                                                                       15,820

 Total consideration                                                            25,654

 Satisfied by
 Cash consideration                                                             25,654

 Total consideration                                                            25,654

 Net cash outflow arising on acquisition
 Cash consideration                                                             25,654
 Less: cash and cash equivalent balances acquired  (1,411)
 Transaction expenses                                                                        940

                                                                                             25,183

Included within intangible assets are customer relationships of £8,630,000,
brand of £730,000 and contracted orderbook of £735,000 recognised on
acquisition. The Group incurred acquisition related costs of £240,000 related
to due diligence and legal activities in the year ended 31 December 2021 and
£700,000 in period to 30 June 2022. These costs have been included in
acquisition costs within selling and administrative expenses in the Group's
consolidated income statement.

 

The fair value of ADAMAS's intangible assets (customer relationships, brand
and contracted orderbook) has been measured provisionally, pending completion
of an independent valuation. The Group has a 12-month measurement period from
the date of acquisition ending on 9 February 2023.

 

 

 

 

 

16.       FINANCIAL INSTRUMENTS

Categories of financial instruments

The following table shows the carrying amounts and fair values of financial
assets and financial liabilities at the reporting date.

 

 30 June 2022                                               Carrying amount                                                        Fair value
                                                            Financial       Financial   Financial        Financial        Total    Total

                                                            assets          assets at   liabilities at   liabilities at   £000s    £000s

                                                            at fair value   amortised   amortised        fair value

                                                            through         cost        cost             through

                                                            profit and      £000s       £000s            profit and

                                                            loss                                         loss

                                                            £000s                                        £000s
 Financial assets
 Equity investments                                         -               -           -                -                -        38
 Trade receivables                                          -               25,265      -                -                25,265   25,265
 Contract assets (accrued revenue)                          -               9,198       -                -                9,198    9,198
 Other receivables                                          -               1,451       -                -                1,451    1,451
 Derivative asset - Foreign currency forward contracts      15              -           -                -                15       15
 Cash and cash equivalents                                  -               11,973      -                -                11,973   11,973
                                                            15              47,887      -                -                47,902   47,940
 Financial liabilities
 Lease liabilities                                          -               -           2,586            -                2,586    2,586
 Trade payables                                             -               -           4,915            -                4,915    4,915
 Amounts payable to related parties                         -               -           -                -                -        -
 Other payables                                             -               -           2,077            -                2,077    2,077
 Derivative liability - Foreign currency forward contracts  -               -           -                783              783      783
 Accruals                                                   -               -           7,121            -                7,121    7,121
                                                            -               -           16,699           783              17,482   17,482

 

 30 June 2021                                               Carrying amount                                                        Fair value
                                                            Financial       Financial   Financial        Financial        Total    Total

                                                            assets          assets at   liabilities at   liabilities at   £000s    £000s

                                                            at fair value   amortised   amortised        fair value

                                                            through         cost        cost             through

                                                            profit and      £000s       £000s            profit and

                                                            loss                                         loss

                                                            £000s                                        £000s
 Financial assets
 Equity investments                                         -               -           -                -                -        -
 Trade receivables                                          -               18,900      -                -                18,900   18,900
 Contract assets (accrued revenue)                          -               4,268       -                -                4,268    4,268
 Other receivables                                          -               834         -                -                834      834
 Derivative asset - Foreign currency forward contracts      13              -           -                -                13       13
 Cash and cash equivalents                                  -               24,571      -                -                24,571   24,571
                                                            13              48,573      -                -                48,586   48,586
 Financial liabilities
 Lease liabilities                                          -               -           3,767            -                3,767    3,767
 Trade payables                                             -               -           3,435            -                3,435    3,435
 Amounts payable to related parties                         -               -           52               -                52       52
 Other payables                                             -               -           1,698            -                1,698    1,698
 Derivative liability - Foreign currency forward contracts  -               -           -                98               98       98
 Accruals                                                   -               -           7,038            -                7,038    7,038
                                                            -               -           15,990           98               16,088   16,088

 

 

 

 

 31 December 2021                                           Carrying amount                                                        Fair value
                                                            Financial       Financial   Financial        Financial        Total    Total

                                                            assets          assets at   liabilities at   liabilities at   £000s    £000s

                                                            at fair value   amortised   amortised        fair value

                                                            through         cost        cost             through

                                                            profit and      £000s       £000s            profit and

                                                            loss                                         loss

                                                            £000s                                        £000s
 Financial assets
 Equity investments                                         -               -           -                -                -        45
 Trade receivables                                          -               20,234      -                -                20,171   20,171
 Accrued revenue (contract asset)                           -               3,958       -                -                3,958    3,958
 Other receivables                                          -               692         -                -                692      692
 Cash and cash equivalents                                  -               31,243      -                -                31,243   31,243
                                                            -               56,127      -                -                56,064   56,109
 Financial liabilities
 Lease liabilities                                          -               -           2,681            -                2,681    2,681
 Trade payables                                             -               -           3,102            -                3,102    3,102
 Amounts payable to related parties                         -               -           3                -                3        3
 Other payables                                             -               -           1,587            -                1,587    1,587
 Derivative liability - Foreign currency forward contracts  -               -           -                261              261      261
 Accruals                                                   -               -           8,951            -                8,951    8,951
                                                            -               -           16,324           261              16,585   16,585

 

 

 

Financial instruments measured at fair value

The financial instruments measured at fair value have been categorised within
the fair value hierarchy based on the valuation technique used to determine
fair value at the reporting date.

 

                                                                30 June 2022  30 June 2021  31 December 2021

                                                                £000s         £000s         £000s
 Financial assets
 Equity investments - Level 1                                   38            -             45
 Equity investments - Level 3                                   -             -             -
 Foreign currency forward contracts used for hedging - Level 2  15            13            -
 Financial assets measured at fair value                        53            13            45
 Financial liabilities
 Foreign currency forward contracts used for hedging - Level 2  783           98            261
 Financial liabilities measured at fair value                   783           98            261

 

 

Foreign currency forward contracts (Level 2)

The Group's foreign currency forward contracts are not traded in active
markets. These contracts have been fair valued using observable forward
exchange rates and interest rates corresponding to the maturity of the
contract. The effects of non-observable inputs are not significant for foreign
currency forward contracts.

 

Equity investments (Level 1 and 3)

Equity investments which are publicly quoted are measured based on the quoted
market price. Unlisted equity investments are measured based on the market
price of recent share issuances or, where not available, managements best
estimate of the realisable value of those investments. The level 1 investment
held as at 30 June 2021 related to Modus Therapeutics Holding AB, which was
transferred to level 1 on 20 July 2021 when the shares were listed on the
Nasdaq First North Growth Market. Given the lack of liquidity in Modus' stock,
management continue to hold the

value of the investment at £nil (the fair value at the reporting date was
£38,000). The Modus investment was fully impaired during prior financial
periods after the results of completed clinical trials in those periods were
published.

 

 

17.       SUBSEQUENT EVENTS

On 22 July 2022 the Group has increased its multi-currency rolling credit
facility (RCF) from £30.0 million to £80.0 million, comprising a £50.0
million facility with an additional £30.0 million accordion.

 

There were no other material post balance sheet events between the balance
sheet date and the date of this

report.

 

 

 

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