REG - Ergomed plc - Interim Results <Origin Href="QuoteRef">ERGO.L</Origin> - Part 2
17/10/2014 13:54
- Part 2: For the preceding part double click ID:nRSd9400Sa
Trade and other debtors 698
Accrued income 347
Cash and equivalents 302
Current assets 1,347
Trade and other creditors (967)
Deferred revenue (101)
Financial liabilities (1,068)
Total identifiable net assets 621
Goodwill 8,379
Total consideration 9,000
Satisfied by:
Cash 6,000
Shares 3,000
Total consideration transferred 9,000
Net cash outflow arising on acquisition
Cash consideration 6,000
Less: cash and cash equivalent balances acquired (302)
5,698
The provisional fair value of the financial assets includes receivables with a
fair value of £698,000 and a gross contractual value of £698,000. The best
estimate at acquisition date of the contractual cash flows not to be collected
is £nil.
Goodwill is provisionally valued at £8,379,000 which arises from the excess of
purchase price of £9,000,000 over net assets of £621,000. None of the goodwill
is expected to be deductible for income tax purposes.
Owing to the limited time between acquisition and the presentation of these
interim results, there has been insufficient time to complete an external
valuation exercise. Accordingly, the amounts presented are management best
estimates, and a full fair value exercise of identifiable assets acquired and
liabilities assumed will be performed within the measurement period which ends
on 15 July 2015.
If the acquisition of PrimeVigilance Limited had been completed on the first
day of the financial year, group revenues for the six months ended 30 June
2014 would have been £2,539,000 higher and group profit would have been
£299,000 higher.
8. ACQUISITION OF SUBSIDIARY - ERGOMED VIRTUOSO SARL
On 30 September 2013, the Group acquired 100 per cent of the issued share
capital of Ergomed Virtuoso Sarl. Ergomed Virtuoso Sarl is a clinical research
company. Ergomed Virtuoso Sarl was acquired in order to obtain a profitable
clinical research business.
The amounts provisionally recognised in respect of the identifiable assets
acquired and liabilities assumed are as set out in the table below.
£'000s
Financial assets 1,191
Financial liabilities (852)
Total identifiable assets 339
Goodwill 1,332
Total consideration 1,671
Satisfied by:
Cash 1,671
Total consideration transferred 1,671
Net cash outflow arising on acquisition
Cash consideration 1,671
Less: cash and cash equivalent balances acquired (891)
780
The provisional fair value of the financial assets includes receivables with a
fair value of £180,000 and a gross contractual value of £180,000. The best
estimate at acquisition date of the contractual cash flows not to be collected
is £nil.
Goodwill is provisionally valued at £1,332,000 which arises from the excess of
purchase price of £1,671,000 over net assets of £339,000. None of the goodwill
is expected to be deductible for income tax purposes.
The amounts presented are management best estimates and a full fair value
exercise of identifiable assets acquired and liabilities assumed will be
completed within the measurement period.
Ergomed Virtuoso Sarl contributed £458,000 to revenue and £49,000 to the
Group's profit for the period between the date of acquisition and 31 December
2013.
If the acquisition of Ergomed Virtuoso Sarl had been completed on the first
day of the financial year ended 31 December 2013, group revenues for the
period would have been £2,302,000 higher and group profit would have been
£7,000 higher.
9. PRO FORMA FINANCIAL INFORMATION - UNAUDITED AND UNREVIEWED
On 15 July 2014, Ergomed plc acquired the entire share capital of
PrimeVigilance Limited. The following Pro Forma financial information combines
the financial results of Ergomed plc and PrimeVigilance Limited prior to that
date for illustrative purposes. The results of PrimeVigilance Limited for the
six months ended 30 June 2014 and the statement of financial position as at 30
June 2014 and the Pro forma adjustments are unaudited and unreviewed. The
results of PrimeVigilance Limited for the year ended 31 December 2013 and the
statement of financial position as at 31 December 2013 are based on the
audited financial statements of that company. 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. In addition, the results of Ergomed plc presented in this
Pro Forma financial information are adjusted to remove the profit margin
charged by a related party in relation to services provided to Ergomed plc, as
such services will be provided from internal resources in the period following
the IPO.
Pro Forma Consolidated Statement of Comprehensive Income - Unaudited and
Unreviewed
For the six months ended 30 June 2014
Six months ended 30 June 2014
Ergomed £000s Prime Vigilance£000s Pro Forma £000s
REVENUE 7,849 2,539 10,388
Cost of sales (5,614) (1,475) (7,089)
Gross profit 2,235 1,064 3,299
Administrative expenses (1,040) (713) (1,753)
Depreciation expense (30) (18) (48)
Other operating income 10 2 12
OPERATING PROFIT 1,175 335 1,510
Finance costs (1) (1) (2)
PROFIT BEFORE TAXATION 1,174 334 1,508
Taxation (265) (35) (300)
PROFIT FOR THE PERIOD 909 299 1,208
The results of Ergomed plc are adjusted to remove the profit margin on
services provided by a related party.
Six months ended 30 June 2013
Adjusted Ergomed £000s Prime Vigilance£000s Pro Forma £000s
REVENUE 6,913 1,720 8,633
Cost of sales (4,383) (1,037) (5,420)
Gross profit 2,530 683 3,213
Administrative expenses (931) (519) (1,450)
Depreciation expense (31) (6) (37)
Other operating income 1 - 1
OPERATING PROFIT 1,569 158 1,727
Finance income 1 - 1
Finance costs (2) (1) (3)
PROFIT BEFORE TAXATION 1,568 157 1,725
Taxation (205) (37) (242)
PROFIT FOR THE PERIOD 1,363 120 1,483
The results of Ergomed plc are adjusted to remove the profit margin on
services provided by a related party.
Year ended 31 December 2013
Adjusted Ergomed Prime Vigilance£000s Pro Forma £000s
REVENUE 15,147 4,085 19,232
Cost of sales (9,817) (2,328) (12,145)
Gross profit 5,330 1,757 7,087
Administrative expenses (3,082) (1,217) (4,299)
Depreciation expense (63) (23) (86)
Share options - (2) (2)
Other operating income 9 - 9
OPERATING PROFIT 2,194 515 2,709
Finance income 4 - 4
Finance costs (2) (1) (3)
PROFIT BEFORE TAXATION 2,196 514 2,710
Taxation (287) (120) (407)
PROFIT FOR THE YEAR 1,909 394 2,303
The results of Ergomed plc are adjusted to remove the profit margin on
services provided by a related party.
PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION
At 30 June 2014
Unaudited and Unreviewed
30 June 2014
Ergomed£000s Prime Vigilance£000s Pro Forma£000s
Non current assets
Goodwill 1,332 - 1,332
Intangible assets - 280 280
Property, plant and equipment 134 62 196
Deferred tax asset 2 - 2
1,468 342 1,810
Current assets
Trade and other receivables 3,049 1,045 4,094
Cash and cash equivalents 1,601 302 1,903
4,650 1,347 5,997
Total assets 6,118 1,689 7,807
Current liabilities
Borrowings (7) - (7)
Trade and other payables (3,323) (1,035) (4,358)
Taxation (187) (8) (195)
Total current liabilities (3,517) (1,043) (4,560)
Net current assets 1,133 304 1,437
Non-current liabilities
Borrowings (4) - (4)
Deferred tax liability - (25) (25)
Total liabilities (3,521) (1,068) (4,589)
Net assets 2,597 621 3,218
PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION
At 30 June 2013
Unaudited and Unreviewed
Ergomed£000s Prime Vigilance£000s Pro Forma£000s
Non current assets
Intangible assets - 27 27
Property, plant and equipment 170 73 243
Deferred tax asset 18 - 18
188 100 288
Current assets
Trade and other receivables 2,550 674 3,224
Cash and cash equivalents 2,591 261 2,852
5,141 935 6,076
Total assets 5,329 1,035 6,364
Current liabilities
Borrowings (69) - (69)
Trade and other payables (3,376) (596) (3,972)
Taxation (196) (67) (263)
Total current liabilities (3,641) (663) (4,304)
Net current assets 1,500 272 1,772
Non-current liabilities
Borrowings (17) - (17)
Deferred tax liability - (3) (3)
Total liabilities (3,658) (666) (4,324)
Net assets 1,671 369 2,040
PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION
At 31 December 2013
Ergomed£000s Prime Vigilance£000s Pro Forma£000s
Non current assets
Goodwill 1,332 - 1,332
Intangible assets - 100 100
Property, plant and equipment 148 58 206
Deferred tax asset 2 - 2
1,482 158 1,640
Current assets
Trade and other receivables 3,283 1,095 4,378
Cash and cash equivalents 1,950 261 2,211
5,233 1,356 6,589
Total assets 6,715 1,514 8,229
Current liabilities
Borrowings (29) - (29)
Trade and other payables (4,615) (813) (5,428)
Taxation (156) (52) (208)
Total current liabilities (4,800) (865) (5,665)
Net current assets 433 491 924
Non-current liabilities
Borrowings (8) - (8)
Deferred tax liability - (26) (26)
Total liabilities (4,808) (891) (5,699)
Net assets 1,907 623 2,530
This information is provided by RNS
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