Good day, ladies and gentlemen. Welcome to the Ergomed analyst call, hosted by Executive Chairman Miroslav Reljanović and Chief Financial Officer Richard Barfield and President of ADAMAS Ian Montague. At this time, all participants are in listen-only mode. Later, we will conduct a question answer session through the phone lines, and instructions will follow at that time. Participants can also submit questions through the webcast page using the Ask a Question button. Now I'd like to hand over to Executive Chairman Miroslav Reljanović to open the presentation. Please go ahead. Thank you very much. Good morning, everybody. Thank you for joining our analyst presentation meeting. As you have seen earlier today, you know, we announced the acquisition of ADAMAS Consulting Group company, and we are going to present with the deal which has been closed and announced now. Next slide, please. Here are the presenters. Apart from myself, this is Richard Barfield, Chief Financial Officer, and Ian Montague, President of ADAMAS. Next slide. Next slide. I would like to remind you on our vision of building up a company toward the global leadership in specialized pharmaceutical services, addressing unmet medical needs and patient safety, particularly in the area of rare diseases and oncology, and patient safety, dealing with safety of the drugs and compliance now augmented by ADAMAS acquisition. Next slide. Here is the market we operate. As you know, drug development market was last year in the range of $10 billion-$42 billion. We developed about 6%, while the area where we specialize in oncology and rare, which is about half of the market, has a significantly higher attractive growth of around 10%. Basically, we specialize in half of the market, and oncology, and rare are the most common indication where biotech and especially pharma does development. In addition to drug development market, we specialize in Pharmacovigilance, drug safety market, which is a significant over GBP 5 billion with fantastic growth of about 16% per annum. The new market where we enter now, and which is quite connected, particularly in Pharmacovigilance, is auditing compliance market, which has about GBP 1.7 billion market now, and is growing similar like Pharmacovigilance 16%. We believe that with ADAMAS as a platform for further growth and potential acquisitions, we could really get very realistically the lead position in the market like with Pharmacovigilance. Next slide. Here are some key strategic elements why we decided for acquiring and bidding for ADAMAS and succeeded in that transaction. There is obviously complementary specialism in a regulatory compliance and quality assurance with our current business in the area of Drug D evelopment and Pharmacovigilance. I just want to stress, you know, that within our organization we have obviously quality assurance teams, auditors, you know, who serve basically, mostly for our needs, you know, in Pharmacovigilance and Drug Development. With ADAMAS, we are basically scaling up and offering these services to the market as standalone very sophisticated service offering. It obviously strengthen the position of Ergomed as a focused, specialized pharmaceutical provider and expand our U.S., but also Europe and APAC presence, you know, which is also important and part of our strategy. ADAMAS will continue as an independent business with specialist focus. We can, we will present further couple slides about that. Obviously we are getting with ADAMAS broader service offering and platform for growth, particularly in very sophisticated area of services in pharma business related to compliance and auditing. ADAMAS currently has about 100 clients, which is really big number, and we think that out of that client base, you know, we could create some synergies. As well as ADAMAS has been working, it's 25 years of experience with 700 clients and 40 out of 50 big pharma, which is really pretty impressive. What is also important for our shareholders and market, that this acquisition will be immediately earnings accretive, you know, which is kind of approach we assess the acquisitions, as you know. Next slide. I would like to ask my colleague, Ian, who's the President of ADAMAS, to basically talk about next couple of slides about ADAMAS as a company. Please, Ian. Thank you, Miro. Hi, my name is Ian Montague. I'm President of ADAMAS. I joined the company some eight years ago as Chief Operating Officer and then Chief Executive Officer and now President. The company was founded some 25 years ago, so we've got really strong provenance in our market. We've got a reputation for delivering gold standard services, an outstanding reputation, in fact, quite bulletproof. Our whole culture is built on service excellence and delivering great services to our clients. That's why over the 25 years that we've been trading, we've worked with some 700 pharma or biotech companies. We're currently working with 40 out of the top 50 Pharma and Biotechs. You know, we have an absolutely tremendous retention of our clients as well. Many of our clients have been with us for sort of 10 years or more, some in fact since the company was founded. The other aspect of ADAMAS that I think is really important for a company in our sector, and we're quite unique in this, is that we have a genuinely global coverage. We have physical offices in both Mumbai, London and on the East Coast of the U.S. Recently, some two years ago, I relocated to the West Coast of the U.S. to open our offices in San Diego. We have a genuinely global presence and a really powerful reputation in our sector. Next slide, please. This slide looks fairly complicated, but really what it outlines is that all Pharma companies and Biotech companies are operating Clinical Development Program. You look along the top, you've got the various phases of Clinical Development. Down the side, for each of those sectors, you have fairly, sort of rigorous regulations. For example, you've got Good Clinical Practice, GCP, Good Pharmacovigilance Practice, which tends to be when products have actually reached the market and are being marketed, and you have sort of signal detection to recognize whether or not there are extensive side effects with the products. From pre-clinical all the way through to Pharmacovigilance, our clients will have multiple, usually multiple Clinical Development Program's going, and very often multiple products. The important thing with ADAMAS is that we offer the full spectrum of services. We're a full service provider. For our clients, that's really important because there is nothing more inconvenient than pitching up, looking for some sort of Pharmacovigilance auditing, and then realizing that there's Good Clinical Practice needed as well, and then you have to go to a different provider. Over the years, we've developed expertise in all of the GxPs, as they're called, across all the phases of Clinical Development. That really does put us in a very, very strong position in our sector. Next slide, please. I think it's no secret that the pharma industry is one of the most heavily regulated, and to the point that our clients may have several products under development. We play an absolutely mission-critical role in providing quality assurance services and assuring that basically the clients that are investing millions, indeed sometimes billions of pounds in developing a product, are compliant with regulatory requirements. Whether it's the FDA, the MHRA, the EMA in Europe, that they're compliant with those regulations and that there are no surprises. Because the implications of not being compliant at the sort of soft end of the spectrum are perhaps the lack of data integrity and then weak clinical data is provided, which underlines the value of the product. Or worse still, non-compliance with things like patient safety, which can lead to a clinical trial being completely suspended. The implications to the profits for a Pharma Company or a Biotech Company at that stage are very significant. ADAMAS plays a critical role in making sure that those products reach the market and that if the regulatory authorities do undertake any kind of an audit of the company, that they are ready for that and indeed compliant. Next slide. Handing back there to Miro. Thank you. Thank you, Ian. Here is a slide on our integration planning within Ergomed. Ian will stay as President of ADAMAS, as we stated before, as well as the entire management team of ADAMAS. We will have full continuity of the business, which is very important for the execution and further growth, you know, being organic for Ergomed. ADAMAS will continue as an independent specialist business, retaining its very highly respected brand in the industry. The synergies we see are really highly complementary services aligning, particularly PrimeVigilance, audit as service, and inspection preparation, particularly as premium consulting offerings. Management was involved in such kind of activities, but having now ADAMAS as part of the group, realistically talking, I think we will be able to attract much bigger opportunities than we've been able to do before because of track record and things like that, yeah. Obviously we are broadening our service offerings available to our Ergomed trial business customers. Immediately we are adding additional technology services available to our clients because ADAMAS is developing technology associated with auditing, yeah. We will be going into more details about this technology at our annual results presentation, which is part of our technology initiative within the Ergomed Group. As mentioned before, you know, it's strengthening further our geographic reach, you know, regarding Asia, also U.S., and so on. ADAMAS is certainly a great platform for future growth into regulatory assurance and specialist pharma consulting services. I would call it in the name of regulatory compliance, which is absolutely critical in the business and fits very well the other part of our business. Next slide leads us to financials. Please, Richard. Thank you, Miro. Good morning, everybody. Just a couple of slides on the financial highlights where the message is a pretty simple and straightforward one. We're saying that this acquisition aligns with our financial objectives. It very much reflects our disciplined and strategic approach to acquisitions. You can see on the slide here that the ADAMAS business has an attractive financial profile. Revenue's increasing in 2021 by 31%. We're forecasting that through 2023, we'll see revenue growth exceeding 20% per annum. The business makes a gross margin on fee income of around 50%, which aligns well with our business and reflects the sort of levels of overall gross margin we've been making on our service fee income. Adjusted EBITDA in 2021 was GBP 1.8 million. We see the forward-looking position on EBITDA margin as being over 20% consistently going forward. The business is also, like Ergomed, has strong operating cash flow conversion. In the year just finished, 2021, we've seen a cash flow conversion of over 80% of Adjusted EBITDA to operating cash flow. Finally, the strong order book giving high visibility, again, very much aligned to Ergomed, reflective of the way we run our business, with a high level of visibility to 2022 revenues. Next slide, please. As I mentioned a second ago, it reflects the disciplined and strategic approach that we take to acquisitions. We're paying GBP 25.6 million cash. It's all paid cash at completion. There is no deferred consideration. The ADAMAS business will bring GBP 1.4 million cash with it, so our enterprise value is GBP 24.2 million. That represents a 13.4x multiple of 2021 Adjusted EBITDA. Forward-looking, it's about 12x for what we expect to achieve in 2022. The funding, as I mentioned, it's a cash transaction. We're using our own internally generated cash. We have drawn down on our facilities. We've done that in order to make sure that we continue to have a high level of cash in the bank on the balance sheet ready for other opportunities that may come up going forward. Just to summarize, it's in line with our disciplined approach. It's a quality premium business. It's in a high growth market. The strategic fit is excellent. The financial profile of ADAMAS is strong, and it's an immediately earnings enhancing acquisition. Next slide, please. Let me just finish off just by referring you to the ADAMAS website, where there's a lot more information. If you go onto our presentation, you can click on the logo, and that will take you straight into the ADAMAS website. That completes what we needed to say on the financial front. I think we're now going to questions. Is that right, Miro? Yes. Yes. Yes, please. Okay. Thanks so much. Just a reminder, participants can submit questions through the webcast page, using the Ask a Question button. If you'd like to ask a question, please signal by pressing star one on your telephone keypad, and we'll just pause for a moment to assemble the queue. Thanks. Okay, we have our first question. This comes from Stefan Hamill from Numis. Please go ahead. Morning, everyone. Congrats on the deal. Can you hear me okay? Yes. Yes. Yes. Okay. Just a couple questions from me. Can you just talk about the split of ADAMAS' business across, you know, what are Ergomed's divisions? Is there any overlap with your current offerings or is everything sort of purely additive? Hi, Stefan. Hi, Miro speaking. Good morning. It is purely additive, yeah, to our current offering. As I mentioned before, you know, we have these services, but they are used mostly for internal purposes to ensure the quality in the organization. This is additive regarding the service. Okay. Just can you comment on the sort of current growth across what is clinical? I guess that's the CRO piece, the GCP piece of ADAMAS versus what we would look at as PV. Are there any sort of particular sort of additional synergies you see from the PV division, or is it sort of synergies across the piece? Or cross-selling between those [audio distortion]. We expect particularly synergies in cross-selling in PV business. As you know, we have more than 200 clients in PV. ADAMAS has about 100 clients. The current PV GMP part of the business of ADAMAS is in the range of 40% of the current business. We project higher growth of that business going forward because you know, we think that synergies could play particularly in that area of the business. I get it. Thank you. Then just to clarify, has ADAMAS. You know, it's a 25-year-old history. Is that purely been built organically? Has there been any acquisitions along the way? Could you comment on the number of employees and where they're located? I'm particularly interested in Mumbai, and how many employees you have there? Yes, Ian. Yeah. We have four employees in Mumbai, in India. The growth has been entirely organic. There's been no acquisitions, and it's been debt-free as well. The total number of employees, Ian. You know, there are also quite significant consultancy base. Could you comment on this? Yeah. I mean, we've got a consultant base of 40 consultants. We've got a spread across the U.S., so we've got consultants on the East and West Coast of the U.S., as well as throughout Europe. One of our big strengths is our global coverage. You know, we genuinely do offer a pan-global service to our clients. Does that answer your question? Thank you very much, folks. Yes, that's really clear. Cheers. Thank you. Thank you, Stefan. Okay, we have another question on the phone. This one comes from Miles Dixon from Peel Hunt. Please go ahead. Morning, Miro, Richard, Ian. This is a bit similar to Stefan's question really. I mean, it's about the age of the company, 25 years old, yet still achieving 30% growth. Is there anything you can say about the technology inflection point that you may or may not have experienced during the pandemic that you now expect to drive a change in scale moving forward? And then secondly, on your existing clients and customers, are there instances in the past where you've handed customers or clients back and forth between one another? Thank you. Yeah. I mean, the pandemic definitely implemented some technological changes. I mean, we've always been at the forefront of developing auditing services. We've always offered sort of limited remote services. When the pandemic hit, obviously reducing and restricting travel, we went to an almost entirely remote service base. Somewhere in the region of 85%-90% of all of our work went remote. We're actually seeing that trend continuing. It's educated the market and the new methods we've brought in of remote auditing, the technological software and the platforms that we're using to provide those services have proven to be robust and really well received by our clients. We now continue at around those levels of remote offering. COVID, while it was initially a bit of a challenge, has actually proven to be a real benefit, as we also realize a greater profitability from the remote service offering, a greater efficiency. Does that answer that question, Miles? Yeah, that's brilliant. Thank you. Just the other smaller second half was whether you had passed over customers and clients between the two organizations before. Thank you. I don't think that has happened historically. I think mainly because both companies offer slightly different service offerings. Also, I think from both, I can certainly speak to ADAMAS, our client retention is very high. When we win a client, they tend to stay with us. Thanks, Ian. No, you're welcome. Okay, next question on the phone. This comes from, Max Herrmann from Stifel. Please go ahead. Hey, thanks for taking my questions, and congratulations on what looks like a very attractive deal. Three if I may. Firstly, just wanted to understand from a financial reporting perspective, I think you talk about the splitting of the ADAMAS as revenues between the PV and the CRO business as it will report functionally. Just wondered if there was some guidance on that. Secondly, just on the sales process, and you know, how did the deal come about? Then finally, just maybe following up a little bit Miles' question on the growth in 2021, was that boosted by COVID or is that just the kind of a good underlying kind of reflection of it? How has COVID impacted the growth of the business? Thanks. Richard, will you address the first question? Hi, and thank you. Thank you, Max. Good morning, Ian. Yes. Thank you, Miro. Morning, Max. Just on the financial reporting [crosstalk]. Yeah, the first part of the question on the financial reporting. In 2021 the split. If we think about how we're going to report it, in terms of the revenue being split across CRO and PV, in 2021 that was a 60/40 split. As both Ian and Miro have said, it's expected that there will be a higher level of growth in the PV-related side of the business. We would see that 60/40 split trending down over time. We've assumed for planning purposes that it'd be something like 4% coming off the CRO and going on to the PV on an annual basis. By the time you get through to 2025, for example, you'd be down to something like a 44/56 split. That's the trend that we see going forward with a slightly higher level of growth in PV than in CRO. The question is, numbers in 2021, Richard, being triggered by pandemic. Maybe Ian can address this question. Mm-hmm. Yeah. I mean, I think initially we saw a dip in revenues as a result of the COVID epidemic, like the pandemic, like many companies. We recovered from that very quickly. I think the answer to your question is it's a combination of our natural growth and our move to remote services. Again, as I've already mentioned, that improves our profitability as well. Yeah. Well, yeah, thank you. I would like to comment here, Max, as well, that regarding revenue recognition, revenue projections and recognition for 2022, we see a clear trend of growth, you know. 2021 was really more a recovery year, moving to remote monitoring. Sorry, remote auditing and stuff like that, which is now in place. In fact, the business is more efficient with these technologies and we are confident in the growth of that business going forward, yeah. The last question was sales process, which. What do you mean by sales process? Could you clarify what you are interested in? Just what's ADAMAS, a business that you had seen, or was ADAMAS a business that had been looking for a potential trade buyer? Just how did the deal come about? Yeah. How long ago? When did you first meet and those sorts of things? Yeah. Okay. We know ADAMAS obviously for many years. We are in very similar business of compliance, being safety or auditing. We know very well the business. We know very well about the reputation of the business. We've been talking with the advisors for last couple of years about ADAMAS being our target in M&A process, yeah. Opportunity came couple of months ago where BDO was leading the process. We have been chosen by ADAMAS management and founders as the best fit for further development of the business. Yeah. Great. Thank you. Thank you, Max. Okay, you have another question on the phone. This is from Jonas Peciulis from Edison. Please go ahead. Hi. Good morning. Yes, congratulations on the transaction. I guess at the end, I have a couple of many questions. Maybe on the revenue mix in terms of geography. After the acquisition, MedSource acquisition a year ago, we saw a shift in the revenue mix in terms of the currencies and there were subsequent effects. Obviously you can't focus too much on forecasting foreign exchanges, but you know, just be prepared. How will the revenues change in terms of currencies and geographies? If you can elaborate on that. I guess you know, provide us a precise geography split when it comes to ADAMAS. Last year's performance suggested at least a qualitative description. You know, most came from the U.K. or the U.S., something like that, please. Yeah. Thank you. Thank you. Could you address this question regarding revenue? Yeah. Approximately 60% of our revenues are generated from the U.S., with about 35%-38% from Europe, and then a smaller percentage from APAC. We're growing strongly in Europe but the real growth is coming from the U.S. Particularly, we've seen very good growth on the West Coast of the U.S. We opened new offices in San Diego just about a year and a half ago, and we've recognized a really significant uptick in our new business on the West Coast. We've got, I think, to be frank, a critical mass on the East Coast where we're seeing strong growth as well. I think that's a trend that will definitely continue. I think for the future, the U.S. is an area where we'll continue to focus and invest our efforts. Does that answer your question? Yeah. Thank you. That's very helpful. Just to clarify, so in Europe, when you say in Europe, so just ratio euro versus, you know, pound. Can you still elaborate it? I know it's a detail. I'm not quite sure I understand the question. I apologize. I guess in Europe you're seeing revenues in euros and in pounds, right? I'm wondering if you know the split, but that's a detail I guess we'll follow later. Yeah. Yes. I guess I can continue, I guess, with my second question. It's a practical one, actually. What level of additional financial detail are you going to release with the full year results? I would presume there will be no consolidation with the previous year results. But any chance for something like pro forma statements or is the current press release, you know, that's it, so you know, we can start working on updating estimates, please? I think that's for you, Richard Barfield. Yeah. I mean, with the annual report, which will be coming out in about six weeks' time, we will obviously have to treat this as a post-balance sheet event. We will do the normal disclosures required for a post-balance sheet event. You know, we'll have to give some level of information on the net assets acquired. You know, the goodwill, the trading history of the company and so on. But there won't be a lot of financial breakdown which will really support you from an analytical perspective. We've given some information on the call today about the split of revenues as we intend to report them across the two divisions. There's other information in the presentation about the level of gross margin and the level of growth. Also if you think about the funding that we put in place, there will obviously be some financial costs associated with that. I think there are a number of elements in the material that we've already provided which support the development of a model. If you have more detail that you would like, then please feel free to follow up with me. Great. Thank you. That's very helpful. That's all from my side. Okay. There's no further questions on the phones at the moment. But also just to let everybody know that the company will respond to the questions from the webcast after the call. Okay? Thanks very much. Now I hand it back to Miroslav Reljanović for closing remarks. Thank you. Thank you. Thank you very much. And thank you everybody for joining the call. And thank you for your questions which hopefully addressed well. And we would be very open to receive any further questions that we can follow up after the call. Thank you very much and have a good day. Yeah. Thank you. Bye.
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