Editing Instem plc: Final Results

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{{Cover Image|[[File:Instem plc update cover image 7.jpg]]}}
== Summary ==
Unaudited Results for the Year Ended 31 December 2021 & Investor Presentation


== Summary ==
Instem plc (AIM: INS), a leading provider of IT solutions to the global life sciences market, announces its unaudited results for the year ended 31 December 2021 (the "Period").
Instem plc (AIM: INS), a leading provider of IT solutions to the global life sciences market, announces its unaudited results for the year ended 31 December 2021 (the "Period").


Line 836: Line 836:




{| class="wikitable"
|+CONSOLIDATED STATEMENT OF CASH FLOW
For the year ended 31 December 2021
|
|  Note
|  2021
|   2020
|-
|
|
|  £000
|  £000
|-
|CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|-
|Profit before taxation
|
|2,984
|2,549
|-
|Adjustments for:
|
|
|
|-
|Depreciation
|
|312
|138
|-
|Amortisation of intangibles
|
|2,414
|1,400
|-
|Depreciation of right of use assets
|
|945
|572
|-
|Share based payment charge
|
|1,061
|427
|-
|Contributions to defined benefit pension scheme
|
|(530)
|(512)
|-
|Government support loan forgiveness
|
|(805)
|<nowiki>-</nowiki>
|-
|Finance income
|4
|(30)
|(38)
|-
|Finance costs
|5
|1,144
|692
|-
|Loss on disposal of fixed assets
|
|3
|2
|-
|CASH FLOWS FROM OPERATIONS BEFORE


MOVEMENTS IN WORKING CAPITAL
|
|




7,498
NOTES TO THE FINANCIAL STATEMENTS
|
 
1  GENERAL INFORMATION
 
The principal activity and nature of operations of the Group is the provision of world class IT solutions to the life sciences market. Instem's solutions for data collection, management and analysis are used by customers worldwide to meet the needs of life science and healthcare organisations for data-driven decision making leading to safer, more effective products. Instem plc is a public limited company, listed on AIM, and incorporated in England and Wales under the Companies Act 2006 and domiciled in England and Wales. The registered office is Diamond Way, Stone Business Park, Stone, Staffordshire, ST15 0SD.
 
BASIS OF PREPARATION
 
The financial information set out in this preliminary announcement does not constitute the Group's statutory financial statements for the years ended 31 December 2021 or 2020 as defined in section 435 of the Companies Act 2006 (CA 2006). The financial information for the year ended 31 December 2021 has been extracted from the Group's unaudited financial statements. Statutory financial statements for 2020 have been delivered to the Registrar of Companies. The auditors reported on those accounts; their report was unqualified and did not contain a statement under either Section 498(2) or Section 498(3) of the Companies Act 2006.
 
The Group's accounting reference date is 31 December.
 
This financial information has been prepared on a going concern basis and prepared on the historical cost basis. Refer to the Going Concern note for further details.
 
FORWARD-LOOKING STATEMENTS
 
These results were approved by the Board of Directors and authorised for issue on 26 April 2022. This document contains certain forward-looking statements which reflect the knowledge and information available to the Company during the preparation and up to the publication of this document. By their very nature, these statements depend upon circumstances and relate to events that may occur in the future thereby involving a degree of uncertainty. Therefore, nothing in this document should be construed as a profit forecast by the Company.
 
STATEMENT OF COMPLIANCE
 
While the financial information included in this preliminary announcement has prepared in accordance with UK-adopted international accounting standards in conformity with the requirements of the Companies Act 2006, this announcement does not in itself contain sufficient information to comply with UK-adopted international accounting standards.
 
ADOPTION OF IFRS
 
The Group and Company financial statements have been prepared in accordance with IFRS, IAS and International Financial Reporting Interpretations Committee (IFRICs) effective as at 31 December 2021. The Group and Company have chosen not to adopt any amendments or revised standards early.
 
IFRSs ADOPTED IN THE YEAR
 
There are a number of standards, amendments to standards, and interpretations which have been issued by the IASB which are all effective from 1 January 2021. The most significant of these are as follows:
 
· Interest Rate Benchmark Reform Phase 2 (Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16)
 
Those standards, amendments to standards, and interpretations have been adopted and did not have a material impact on the accounting policies of the Group.
 
IFRSs ISSUED BUT NOT YET EFFECTIVE
 
There are a number of standards, amendments to standards, and interpretations which have been issued by the IASB that are effective in future accounting periods that the Group has decided not to adopt early. The most significant of these are as follows, which are all effective for the period beginning 1 January 2022:


* Amendments to IAS 1, 'Presentation of financial statements', on classification of liabilities
* Amendments to IAS12 'Deferred tax' on deferred tax related to assets and liabilities arising from a single transaction
* IFRS 3 'Business combination', reference to the Conceptual Framework and IAS 37, 'Provisions', on onerous contracts
* A number of narrow-scope amendments to IFRS1, IAS 8, IAS16 and IAS17
* A number of annual improvements on IFRS 1, IFRS 9, IAS 41 and IFRS 16


5,230
These standards are not expected to have a material impact on the entity in the current or future reporting periods and on foreseeable future transactions.
|-
 
|Movements in working capital:
BUSINESS COMBINATIONS
|
 
|
Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition date fair values of the assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interests issued by the Group in exchange for control of the acquiree. Acquisition related costs are recognised in profit or loss as incurred.
|
 
|-
At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their fair value, except that deferred tax assets or liabilities are recognised and measured in accordance with IAS 12 'Income taxes'.
|Increase in inventories
 
|
Consideration may consist of deferred consideration and contingent consideration. Deferred consideration is not based on any performance related conditions and is payable on an agreed future date. Contingent consideration is based on certain performance related conditions and payable on an agreed future date, if those conditions are met.
|(14)
 
|(14)
Deferred consideration and contingent consideration is measured at their acquisition-date fair value and are taken into account in the determination of goodwill. Changes in the fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill. The subsequent accounting for changes in the fair value of the contingent consideration that do not qualify as measurement period adjustments depends on how the contingent consideration is classified.
|-
 
|(Increase)/ decrease in trade and other receivables
The d-wise deferred consideration which was contingent on the continued employment of certain of the former management was initially excluded from the total purchase consideration. However, the acquisition accounting on d-wise has been adjusted for the year end which has resulted in the removal of the element treated at half year as employment remuneration. As a result, the full deferred consideration is now capitalisable and is included in the cost of business combination.
|
 
|(1,573)
Contingent consideration that is classified as an asset or a liability is re-measured at subsequent reporting dates with the corresponding gain or loss being recognised in statement of comprehensive income.
|742
 
|-
GOING CONCERN
|Increase in trade, other payables and deferred income
 
|
The financial position of the Group, its cash flows and liquidity position are set out in the primary statements within these financial statements.
|4,432
 
|1,410
Background
|-
 
|NET CASH GENERATED FROM OPERATIONS
The Directors have adopted the going concern basis in preparing these financial statements after careful assessment of identified principal risks and the possible adverse impact on financial performance. The Directors have assessed the financial position and liquidity at the end of the reporting period and for the forecast period up to 30 April 2023, including sensitivity analysis. The going concern period covers the 12 months from the date of signing the financial statements. The process and key judgments in coming to this conclusion are set out below.
|
 
|10,343
The Group's activities, including the factors likely to affect its future development, performance and position are set out in the Chairman's Statement and Strategic report. The financial position of the Group, its cash flows, liquidity position and borrowing facilities are described in the Financial Review.
|7,368
 
|-
Current trading and liquidity
|Finance income
 
|4
The Group's trading performance for the year ended 31 December 2021 has been strong with Revenues of £46.0m and Adjusted EBITDA of £8.3m. Instem is fully operational, with all staff in all territories working from home in accordance with governmental guidelines, no staff have been furloughed and there is no intention of curtailing any business activities. The company has continued to recruit staff across its geographic footprint.
|6
 
|38
The Group signed a new financing arrangement on 8 April 2022, which consists of a committed facility of £10m with HSBC UK Bank plc to support the Group's working capital needs and its acquisition strategy, which can be extended up to £20.0m if needed, subject to further bank approval. The financial covenants have been considered in the forecast to ensure compliance. However, as of 31 December 2021, the Group had a net overdraft facility of £0.5m and a gross facility of £9.0m with NatWest Bank plc. As of 31 December 2021, the net overdraft facility with NatWest Bank plc was undrawn (2020: undrawn).
|-
 
|Finance costs
Instem undertook an oversubscribed equity fund raise in July 2020, raising £15.0m net of expenses. The fund raise placed the Group in a very strong cash position which helped to accelerate the Group's acquisition strategy with the acquisitions of the Edge, d-wise and PDS. The net cash used in investing activities includes the net cash payment of £17.2m for purchasing those subsidiaries (net of cash acquired).
|
 
|(276)
The period 2021 saw again strong net cash generated from operations of £10.3m (2020: £7.4m), largely due to operating cash inflows from the newly acquired businesses, key contracts, outsourced services and effective working capital management.
|(648)
 
|-
The proceeds of £0.8m ($1.1m) which were part of the US federal government support for businesses during the COVID-19 pandemic have been fully forgiven in 2021. As a result of the above and the positive organic cash generation achieved in the period, the cash balance decreased from £26.7m to £15m.
|Income taxes
 
|
The Group acquired the earnings enhancing, cash generative business of Leadscope Inc, the Edge, d-wise, and PDS between November 2019 and September 2021, which have been steadily integrated within the Group during 2021.
|(873)
 
|183
The financial cash obligations associated with these acquisitions during 2022 are deferred and contingent consideration payments of £3.6m and £2.5m respectively. The contingent consideration reflects management's estimate of a 100% probability that the entities target profitability will be achieved. The amount of £1.1m payable to d-wise in relation to its contingent consideration could be a combination of cash and shares of Instem plc at the discretion of the Group.
|-
 
|NET CASH GENERATED FROM OPERATING ACTIVITIES
Sensitivity Analysis
|
 
|9,200
The Company has considered two scenarios which are also linked to the company's risks when modelling the forecast results and cash flow. The sensitivity assessment includes the trading performance and cash flows of the three acquisitions occurred in 2023.
|6,941
 
|-
(a)  Base Case Scenario
|CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|-
|Capitalisation of development costs and software
|
|(2,238)
|(1,272)
|-
|Purchase of property, plant and equipment
|
|(144)
|(141)
|-
|Payment of deferred consideration
|
|(277)
|(277)
|-
|Purchase of subsidiary undertakings (net of cash acquired)
|9,10,11
|(14,840)
|<nowiki>-</nowiki>
|-
|NET CASH USED IN INVESTING ACTIVITIES
|
|(17,499)
|(1,690)
|-
|CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|-
|Proceeds from issue of share capital
|
|22
|16,167
|-
|Issue costs
|
|<nowiki>-</nowiki>
|(744)
|-
|Proceeds from government support loan
|
|<nowiki>-</nowiki>
|810
|-
|Repayment of lease liabilities
|8
|(963)
|(621)
|-
|Receipts from sublease of asset
|8
|40
|40
|-
|Repayment of lease capital
|
|<nowiki>-</nowiki>
|(15)
|-
|Repayment of former PDS's shareholder loan
|11
|(2,387)
|<nowiki>-</nowiki>
|-
|NET CASH GENERATED (USED IN)/ FROM FINANCING ACTIVITIES
|
|(3,288)
|15,637
|-
|NET (DECREASE)/ INCREASE IN CASH AND CASH EQUIVALENTS
|
|(11,587)
|20,888
|-
|Cash and cash equivalents at start of year
|
|26,724
|5,957
|-
|Effects of exchange rate changes on the balance of cash held in foreign currencies
|
|


The Group's detailed forecasts and projections, taking account of potential risks and uncertainties in the business, market and liquidity through sensitivity analysis, show that the Group has adequate resources to enable it to continue in operation through the forecast period ending 30 April 2023 from the approval date of these Consolidated Financial Statements. Accordingly, the Group continues to adopt the going concern basis in preparing its Consolidated Financial Statements.


(116)
The uncertainty as to the future impact on the Group of the ongoing conflict between Russia and Ukraine has been considered as part of the sensitivity analysis and as part of Group's adoption of the going concern basis.  We have no customers, suppliers or staff in either territory. Thus far we have not observed any material impact on our overall existing business or in the level of new business opportunities that are being presented to us in the markets in which we operate.
|


The Group has a significant proportion of recurring revenue (circa 52% of total) from annual support & maintenance and SaaS contracts from a well-established global customer base.  Revenue is supported by a largely fixed cost base comprising of staff and offices.


(121)
(b)  Sensitised Scenario
|-
|CASH AND CASH EQUIVALENTS AT END OF YEAR
|19
|15,021
|26,724
|}
{| class="wikitable"
|+CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
|
| colspan="2" |


Further stress testing has been carried out to ensure that the Group has sufficient cash resources to continue its operations until at least 30 April 2023. In preparing this analysis the following key risks were included causing a 35% loss of new business for the next twelve months and the risk effect of foreign exchange movements, particularly between the USD and GBP. Despite the negative impact of these sensitivities the model demonstrated that the Group remained viable however, the cash balance was reduced over the going concern period to April 2023.  


In a worse scenario where many of the identified risks occurred, the Group would take remedial action to counter the reduction in profit and cash through a cost cutting and fund-raising exercise that would include staff redundancies, general cost control measures. These further downside scenarios are considered unlikely.


Share capital
Conclusion and Going Concern Statement
|


After considering the uncertainties described above, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. For these reasons, they continue to adopt the going concern basis in preparing this annual report and accounts.


SIGNIFICANT JUDGEMENTS AND ESTIMATES


Share premium
In the process of applying the Group's accounting policies, which are described above, management have made judgements and estimations about the future that have the most significant effect on the amounts recognised in the financial statements. The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of revision and future periods if the revision affects both current and future periods.
| colspan="2" |


Significant   judgements


The following judgments have the most significant effect on the financial statements.


Merger
Revenue Recognition


reserve
The Group generates revenue from the provision of software licences, annual support, SaaS subscriptions, subscription and support, professional services, technology enabled outsourced services and consultancy services. Software licences, professional services and annual support are often bundled together in a contract which do not meet the criteria to be distinct performance obligation.
| colspan="2" |Shares based payment reserve
| colspan="2" |


Even though, the promise to transfer services to the customer are separately identifiable, the nature of the promise, within the context of the contract, is to transfer combined promised services. The goods or services are highly interdependent, interrelated and the Group would not be able to fulfil its promise by transferring each of the goods or services independently.


Judgement is applied in determining how many performance obligations there are within each contract and the period in which these obligations will be fulfilled and recognised as revenue, based on the Group's accounting policies. For SaaS subscription, subscription and support and annual support the Group determines for each contract whether the promise is considered to be a single performance obligation as the subscription and support are highly interdependent on one another given that the customers are required to take the full package of both the software and support services i.e. Instem would not be able to provide the support services without the provision of the software nor provide the software without the support services.


Translation
Impairment of goodwill


reserve
In 2021, the CGUs are identified by the fact they are separate legal entities and so have their own intangible and tangible assets, other current assets and generate cash from their products and services that are separately identifiable from one another. The judgements were made in respect of the WACC, the revenue growth rate applied and the allocation of costs across the CGUs.
| colspan="2" |


The carrying value of goodwill must be assessed for impairment annually. This requires a value in use estimate which is dependent on estimation of future cashflows and the use of an appropriate discount rate to discount those cash flows to their present value. The carrying value of goodwill as at 31 December 2021 was £34.6m (2020: £10.2m).


Management estimates discount rates using pre-tax rates that reflect current market assessments of the time value of money and any risks specific to the CGUs. The rates used to discount the future cashflows are based on the Business Unit pre-tax weighted average cost of capital. Where a CGU operates in multiple operating segments an average of the relevant WACCs has been used.


Retained earnings
The revenue growth rates and margins are based on current Board-approved budgets and forecasts covering a period of five years. Management estimates are considering business growth rates, payroll and other cost base increases.
| colspan="2" |


The data used for impairment testing procedures are directly linked to the Group's latest budget, adjusted as necessary to exclude the effects of future reorganisations and asset enhancements.


Development   Costs


Total
The Group invests on a continual basis in the development of software for sale to third parties. There is a continual process of enhancements to and expansion of the software with judgement required in assessing whether the development costs meet the criteria for capitalisation. These judgements have been applied consistently year on year. In making this judgement, the Group evaluates, amongst other factors, whether there are future economic benefits beyond the current period, the stage at which technical feasibility has been achieved, management's intention to complete and use or sell the product, the likelihood of success, availability of technical and financial resources to complete the development phase and management's ability to measure reliably the expenditure attributable to the project. Judgement is therefore required in determining the practice for capitalising development costs.


equity
Estimation uncertainty
|-
|
| colspan="2" |£000
|£000
| colspan="2" |£000
| colspan="2" |£000
| colspan="2" |£000
| colspan="2" |£000
| colspan="2" |£000
|-
|Balance as at


1 January 2020
Information about estimations and assumptions that may have the most significant impact on recognition and measurement of assets, liabilities, income and expenses is provided below. Actual results may be substantially different.
| colspan="2" |1,662
|13,135
| colspan="2" |2,432
| colspan="2" |654
| colspan="2" |82
| colspan="2" |(1,166)
| colspan="2" |16,799
|-
|


Provision for liabilities


Profit for the year
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle the probable outflow of resources, and a reliable estimate can be made of the amount of the obligation. As at 31 December 2021, the Group has a provision of £0.25m (2020: £0.25m) in respect of historical contract disputes as the directors have considered that the above provision conditions have been met. The provision represents the best estimate of the risks and considers all information and legal input received by the Group.
| colspan="2" |-
|<nowiki>-</nowiki>
| colspan="2" |-
| colspan="2" |-
| colspan="2" |-
| colspan="2" |2,274
| colspan="2" |2,274
|-
|Other comprehensive (expense)/income for the year
| colspan="2" |-
|<nowiki>-</nowiki>
| colspan="2" |-
| colspan="2" |-
| colspan="2" |10
| colspan="2" |(1,697)
| colspan="2" |(1,687)
|-
|Total comprehensive income


|<nowiki>-</nowiki>
Contingent consideration
| colspan="2" |-
| colspan="2" |-
| colspan="2" |-
| colspan="2" |10
| colspan="2" |577
| colspan="2" |587
|-
|Shares issued
|386
| colspan="2" |15,037
| colspan="2" |-
| colspan="2" |-
| colspan="2" |-
| colspan="2" |-
| colspan="2" |15,423
|-
|Share based payment


Reserve transfer on lapse of share options
Where acquisition consideration includes consideration contingent on performance outcomes being met, the consideration is valued at the acquisition date based on performance forecasts available at the time. Those forecasts are reviewed at the reporting date and the consideration revised where materially different.


Reserve transfer on exercise of share options
Pension scheme
|<nowiki>-</nowiki>


As stated above the Group operates a defined benefit pension scheme. At the end of each six-monthly reporting period the Group seeks external expert actuarial advice on the assumptions to apply to the calculation of the scheme's liabilities. The Group then engages a separate, independent firm of pension advisors to calculate the scheme surplus or deficit at the reporting date for accounting purposes. The scheme deficit at 31 December 2021 is £2.0m (2020: £3.9m).


-
Revenue Recognition


For Professional services and technology enabled outsourced services revenue recognition there is a significant estimation of the planned project hours, which determines the percentage of completion of service revenue contracts. Before the project is started, the project manager estimates the budgeted hours needed for the agreed services. If the project is expected to overrun, then the project manager will amend the expected budgeted hours in accordance with the new available information which also mitigates the risk of early revenue recognition.


-
2  REVENUE FROM CONTRACTS WITH CUSTOMERS
| colspan="2" |-


Segmental reporting


-
The Group has disaggregated revenue into various categories in the following tables which are intended to depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.


The Group's Chief Operating Decision Maker (CODM) is its chief executive and he monitors the performance of these operating segments as well as deciding on the allocation of resources to them alongside with the executive management team.


-
Historically the Group's finance systems have recorded costs centrally and have managed costs in this way. Over recent years the Group has expanded both organically and through acquisition, increasing the number of products and services offered and in 2020 the Group reported through three operating segments, Study Management, Regulatory Solutions and In Silico Solutions. During 2021 the fourth segment, Clinical Trial Acceleration (CTA), was established after following the acquisition of d-wise.
| colspan="2" |-


During 2020 this system enabled more centrally recorded costs to be allocated to the individual segments and that process was further developed during 2021.  The operations of the Group are managed centrally with group-wide functions including sales, marketing, software development, information technology, customer support, human resources and finance & administration. The CTA segment already bears the majority of its costs directly and as such reports a lower direct contribution margin to central overheads than the other three segments. The expectation in future years is to be able to allocate more centrally held operational costs to the individual segments as internal reporting systems evolve, thereby assisting the Board to use the segmental cost information for meaningful decision making.


-
The operations of the Group are managed centrally with group-wide functions including sales,  marketing, software development, IT, customer support, human resources and finance & administration.


 
The analysis provided below reflects costs directly attributable to the respective segments in 2021 and 2020, which are primarily third party costs of sale and costs of allocated employees. The remaining indirect operational costs are accounted for centrally and are not allocated to specific segments.
-
| colspan="2" |427
 
 
(65)
 
 
(86)
| colspan="2" |-
 
 
-
 
 
-
| colspan="2" |-
 
 
65
 
 
86
| colspan="2" |427
 
 
-
 
 
-
|-
|Balance as at
 
31 December 2020
|2,048
| colspan="2" |28,172
| colspan="2" |2,432
| colspan="2" |930
| colspan="2" |92
| colspan="2" |(438)
| colspan="2" |33,236
|-
|Profit for the year
|<nowiki>-</nowiki>
| colspan="2" |-
| colspan="2" |-
| colspan="2" |-
| colspan="2" |-
| colspan="2" |1,678
| colspan="2" |1,678
|-
|Other comprehensive income/(expense) for the year
|<nowiki>-</nowiki>
| colspan="2" |-
| colspan="2" |-
| colspan="2" |-
| colspan="2" |(294)
| colspan="2" |1,235
| colspan="2" |941
|-
|Total comprehensive (expense)/income
|<nowiki>-</nowiki>
| colspan="2" |-
| colspan="2" |-
| colspan="2" |-
| colspan="2" |(294)
| colspan="2" |2,913
| colspan="2" |2,619
|-
|Shares issued
|171
| colspan="2" |19
| colspan="2" |9,672
| colspan="2" |-
| colspan="2" |-
| colspan="2" |-
| colspan="2" |9,862
|-
|Share based payment
|<nowiki>-</nowiki>
| colspan="2" |-
| colspan="2" |-
| colspan="2" |1,061
| colspan="2" |-
| colspan="2" |-
| colspan="2" |1,061
|-
|Deferred tax on share options
|<nowiki>-</nowiki>
| colspan="2" |-
| colspan="2" |-
| colspan="2" |528
| colspan="2" |-
| colspan="2" |-
| colspan="2" |528
|-
|Nil cost option charge
|<nowiki>-</nowiki>
| colspan="2" |-
|<nowiki>-</nowiki>
| colspan="2" |(5)
| colspan="2" |-
| colspan="2" |-
| colspan="2" |(5)
|
|-
|Reserve transfer on lapse of share options
|<nowiki>-</nowiki>
| colspan="2" |-
| colspan="2" |-
| colspan="2" |(25)
| colspan="2" |-
| colspan="2" |25
| colspan="2" |-
|-
|Reserve transfer on exercise of share options
|<nowiki>-</nowiki>
| colspan="2" |-
| colspan="2" |-
| colspan="2" |(195)
| colspan="2" |-
| colspan="2" |195
| colspan="2" |-
|-
|Balance as at
 
31 December 2021
|2,219
| colspan="2" |28,191
| colspan="2" |12,104
| colspan="2" |2,294
| colspan="2" |(202)
| colspan="2" |2,695
| colspan="2" |47,301
|}
NOTES TO THE FINANCIAL STATEMENTS
 
'''1  GENERAL INFORMATION'''
 
The principal activity and nature of operations of the Group is the provision of world class IT solutions to the life sciences market. Instem's solutions for data collection, management and analysis are used by customers worldwide to meet the needs of life science and healthcare organisations for data-driven decision making leading to safer, more effective products. Instem plc is a public limited company, listed on AIM, and incorporated in England and Wales under the Companies Act 2006 and domiciled in England and Wales. The registered office is Diamond Way, Stone Business Park, Stone, Staffordshire, ST15 0SD.
 
'''BASIS OF PREPARATION'''
 
The financial information set out in this preliminary announcement does not constitute the Group's statutory financial statements for the years ended 31 December 2021 or 2020 as defined in section 435 of the Companies Act 2006 (CA 2006). The financial information for the year ended 31 December 2021 has been extracted from the Group's unaudited financial statements. Statutory financial statements for 2020 have been delivered to the Registrar of Companies. The auditors reported on those accounts; their report was unqualified and did not contain a statement under either Section 498(2) or Section 498(3) of the Companies Act 2006.
 
The Group's accounting reference date is 31 December.
 
This financial information has been prepared on a going concern basis and prepared on the historical cost basis. Refer to the Going Concern note for further details.
 
'''FORWARD-LOOKING STATEMENTS'''
 
These results were approved by the Board of Directors and authorised for issue on 26 April 2022. This document contains certain forward-looking statements which reflect the knowledge and information available to the Company during the preparation and up to the publication of this document. By their very nature, these statements depend upon circumstances and relate to events that may occur in the future thereby involving a degree of uncertainty. Therefore, nothing in this document should be construed as a profit forecast by the Company.
 
'''STATEMENT OF COMPLIANCE'''
 
While the financial information included in this preliminary announcement has prepared in accordance with UK-adopted international accounting standards in conformity with the requirements of the Companies Act 2006, this announcement does not in itself contain sufficient information to comply with UK-adopted international accounting standards.
 
'''ADOPTION OF IFRS'''
 
The Group and Company financial statements have been prepared in accordance with IFRS, IAS and International Financial Reporting Interpretations Committee (IFRICs) effective as at 31 December 2021. The Group and Company have chosen not to adopt any amendments or revised standards early.
 
'''IFRSs ADOPTED IN THE YEAR'''
 
There are a number of standards, amendments to standards, and interpretations which have been issued by the IASB which are all effective from 1 January 2021. The most significant of these are as follows:
 
* Interest Rate Benchmark Reform Phase 2 (Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16)
 
Those standards, amendments to standards, and interpretations have been adopted and did not have a material impact on the accounting policies of the Group.
 
'''IFRSs ISSUED BUT NOT YET EFFECTIVE'''
 
There are a number of standards, amendments to standards, and interpretations which have been issued by the IASB that are effective in future accounting periods that the Group has decided not to adopt early. The most significant of these are as follows, which are all effective for the period beginning 1 January 2022:
 
* Amendments to IAS 1, 'Presentation of financial statements', on classification of liabilities
* Amendments to IAS12 'Deferred tax' on deferred tax related to assets and liabilities arising from a single transaction
* IFRS 3 'Business combination', reference to the Conceptual Framework and IAS 37, 'Provisions', on onerous contracts
* A number of narrow-scope amendments to IFRS1, IAS 8, IAS16 and IAS17
* A number of annual improvements on IFRS 1, IFRS 9, IAS 41 and IFRS 16
 
These standards are not expected to have a material impact on the entity in the current or future reporting periods and on foreseeable future transactions.
 
'''BUSINESS COMBINATIONS'''
 
Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition date fair values of the assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interests issued by the Group in exchange for control of the acquiree. Acquisition related costs are recognised in profit or loss as incurred.
 
At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their fair value, except that deferred tax assets or liabilities are recognised and measured in accordance with IAS 12 'Income taxes'.
 
Consideration may consist of deferred consideration and contingent consideration. Deferred consideration is not based on any performance related conditions and is payable on an agreed future date. Contingent consideration is based on certain performance related conditions and payable on an agreed future date, if those conditions are met.
 
Deferred consideration and contingent consideration is measured at their acquisition-date fair value and are taken into account in the determination of goodwill. Changes in the fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill. The subsequent accounting for changes in the fair value of the contingent consideration that do not qualify as measurement period adjustments depends on how the contingent consideration is classified.
 
The d-wise deferred consideration which was contingent on the continued employment of certain of the former management was initially excluded from the total purchase consideration. However, the acquisition accounting on d-wise has been adjusted for the year end which has resulted in the removal of the element treated at half year as employment remuneration. As a result, the full deferred consideration is now capitalisable and is included in the cost of business combination.
 
Contingent consideration that is classified as an asset or a liability is re-measured at subsequent reporting dates with the corresponding gain or loss being recognised in statement of comprehensive income.
 
'''GOING CONCERN'''
 
The financial position of the Group, its cash flows and liquidity position are set out in the primary statements within these financial statements.
 
'''Background'''
 
The Directors have adopted the going concern basis in preparing these financial statements after careful assessment of identified principal risks and the possible adverse impact on financial performance. The Directors have assessed the financial position and liquidity at the end of the reporting period and for the forecast period up to 30 April 2023, including sensitivity analysis. The going concern period covers the 12 months from the date of signing the financial statements. The process and key judgments in coming to this conclusion are set out below.
 
The Group's activities, including the factors likely to affect its future development, performance and position are set out in the Chairman's Statement and Strategic report. The financial position of the Group, its cash flows, liquidity position and borrowing facilities are described in the Financial Review.
 
'''Current trading and liquidity'''
 
The Group's trading performance for the year ended 31 December 2021 has been strong with Revenues of £46.0m and Adjusted EBITDA of £8.3m. Instem is fully operational, with all staff in all territories working from home in accordance with governmental guidelines, no staff have been furloughed and there is no intention of curtailing any business activities. The company has continued to recruit staff across its geographic footprint.
 
The Group signed a new financing arrangement on 8 April 2022, which consists of a committed facility of £10m with HSBC UK Bank plc to support the Group's working capital needs and its acquisition strategy, which can be extended up to £20.0m if needed, subject to further bank approval. The financial covenants have been considered in the forecast to ensure compliance. However, as of 31 December 2021, the Group had a net overdraft facility of £0.5m and a gross facility of £9.0m with NatWest Bank plc. As of 31 December 2021, the net overdraft facility with NatWest Bank plc was undrawn (2020: undrawn).
 
Instem undertook an oversubscribed equity fund raise in July 2020, raising £15.0m net of expenses. The fund raise placed the Group in a very strong cash position which helped to accelerate the Group's acquisition strategy with the acquisitions of the Edge, d-wise and PDS. The net cash used in investing activities includes the net cash payment of £17.2m for purchasing those subsidiaries (net of cash acquired).
 
The period 2021 saw again strong net cash generated from operations of £10.3m (2020: £7.4m), largely due to operating cash inflows from the newly acquired businesses, key contracts, outsourced services and effective working capital management.
 
The proceeds of £0.8m ($1.1m) which were part of the US federal government support for businesses during the COVID-19 pandemic have been fully forgiven in 2021. As a result of the above and the positive organic cash generation achieved in the period, the cash balance decreased from £26.7m to £15m.
 
The Group acquired the earnings enhancing, cash generative business of Leadscope Inc, the Edge, d-wise, and PDS between November 2019 and September 2021, which have been steadily integrated within the Group during 2021.
 
The financial cash obligations associated with these acquisitions during 2022 are deferred and contingent consideration payments of £3.6m and £2.5m respectively. The contingent consideration reflects management's estimate of a 100% probability that the entities target profitability will be achieved. The amount of £1.1m payable to d-wise in relation to its contingent consideration could be a combination of cash and shares of Instem plc at the discretion of the Group.
 
'''Sensitivity Analysis'''
 
The Company has considered two scenarios which are also linked to the company's risks when modelling the forecast results and cash flow. The sensitivity assessment includes the trading performance and cash flows of the three acquisitions occurred in 2023.
 
(a)  Base Case Scenario
 
The Group's detailed forecasts and projections, taking account of potential risks and uncertainties in the business, market and liquidity through sensitivity analysis, show that the Group has adequate resources to enable it to continue in operation through the forecast period ending 30 April 2023 from the approval date of these Consolidated Financial Statements. Accordingly, the Group continues to adopt the going concern basis in preparing its Consolidated Financial Statements.
 
The uncertainty as to the future impact on the Group of the ongoing conflict between Russia and Ukraine has been considered as part of the sensitivity analysis and as part of Group's adoption of the going concern basis.  We have no customers, suppliers or staff in either territory. Thus far we have not observed any material impact on our overall existing business or in the level of new business opportunities that are being presented to us in the markets in which we operate.
 
The Group has a significant proportion of recurring revenue (circa 52% of total) from annual support & maintenance and SaaS contracts from a well-established global customer base.  Revenue is supported by a largely fixed cost base comprising of staff and offices.
 
(b)  Sensitised Scenario
 
Further stress testing has been carried out to ensure that the Group has sufficient cash resources to continue its operations until at least 30 April 2023. In preparing this analysis the following key risks were included causing a 35% loss of new business for the next twelve months and the risk effect of foreign exchange movements, particularly between the USD and GBP. Despite the negative impact of these sensitivities the model demonstrated that the Group remained viable however, the cash balance was reduced over the going concern period to April 2023.  
 
In a worse scenario where many of the identified risks occurred, the Group would take remedial action to counter the reduction in profit and cash through a cost cutting and fund-raising exercise that would include staff redundancies, general cost control measures. These further downside scenarios are considered unlikely.
 
'''Conclusion and Going Concern Statement'''
 
After considering the uncertainties described above, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. For these reasons, they continue to adopt the going concern basis in preparing this annual report and accounts.
 
'''SIGNIFICANT JUDGEMENTS AND ESTIMATES'''
 
In the process of applying the Group's accounting policies, which are described above, management have made judgements and estimations about the future that have the most significant effect on the amounts recognised in the financial statements. The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of revision and future periods if the revision affects both current and future periods.
 
'''Significant judgements'''
 
The following judgments have the most significant effect on the financial statements.
 
Revenue Recognition
 
The Group generates revenue from the provision of software licences, annual support, SaaS subscriptions, subscription and support, professional services, technology enabled outsourced services and consultancy services. Software licences, professional services and annual support are often bundled together in a contract which do not meet the criteria to be distinct performance obligation.
 
Even though, the promise to transfer services to the customer are separately identifiable, the nature of the promise, within the context of the contract, is to transfer combined promised services. The goods or services are highly interdependent, interrelated and the Group would not be able to fulfil its promise by transferring each of the goods or services independently.
 
Judgement is applied in determining how many performance obligations there are within each contract and the period in which these obligations will be fulfilled and recognised as revenue, based on the Group's accounting policies. For SaaS subscription, subscription and support and annual support the Group determines for each contract whether the promise is considered to be a single performance obligation as the subscription and support are highly interdependent on one another given that the customers are required to take the full package of both the software and support services i.e. Instem would not be able to provide the support services without the provision of the software nor provide the software without the support services.
 
Impairment of goodwill
 
In 2021, the CGUs are identified by the fact they are separate legal entities and so have their own intangible and tangible assets, other current assets and generate cash from their products and services that are separately identifiable from one another. The judgements were made in respect of the WACC, the revenue growth rate applied and the allocation of costs across the CGUs.
 
The carrying value of goodwill must be assessed for impairment annually. This requires a value in use estimate which is dependent on estimation of future cashflows and the use of an appropriate discount rate to discount those cash flows to their present value. The carrying value of goodwill as at 31 December 2021 was £34.6m (2020: £10.2m).
 
Management estimates discount rates using pre-tax rates that reflect current market assessments of the time value of money and any risks specific to the CGUs. The rates used to discount the future cashflows are based on the Business Unit pre-tax weighted average cost of capital. Where a CGU operates in multiple operating segments an average of the relevant WACCs has been used.
 
The revenue growth rates and margins are based on current Board-approved budgets and forecasts covering a period of five years. Management estimates are considering business growth rates, payroll and other cost base increases.
 
The data used for impairment testing procedures are directly linked to the Group's latest budget, adjusted as necessary to exclude the effects of future reorganisations and asset enhancements.
 
Development   Costs
 
The Group invests on a continual basis in the development of software for sale to third parties. There is a continual process of enhancements to and expansion of the software with judgement required in assessing whether the development costs meet the criteria for capitalisation. These judgements have been applied consistently year on year. In making this judgement, the Group evaluates, amongst other factors, whether there are future economic benefits beyond the current period, the stage at which technical feasibility has been achieved, management's intention to complete and use or sell the product, the likelihood of success, availability of technical and financial resources to complete the development phase and management's ability to measure reliably the expenditure attributable to the project. Judgement is therefore required in determining the practice for capitalising development costs.
 
'''Estimation uncertainty'''
 
Information about estimations and assumptions that may have the most significant impact on recognition and measurement of assets, liabilities, income and expenses is provided below. Actual results may be substantially different.
 
Provision for liabilities
 
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle the probable outflow of resources, and a reliable estimate can be made of the amount of the obligation. As at 31 December 2021, the Group has a provision of £0.25m (2020: £0.25m) in respect of historical contract disputes as the directors have considered that the above provision conditions have been met. The provision represents the best estimate of the risks and considers all information and legal input received by the Group.
 
Contingent consideration
 
Where acquisition consideration includes consideration contingent on performance outcomes being met, the consideration is valued at the acquisition date based on performance forecasts available at the time. Those forecasts are reviewed at the reporting date and the consideration revised where materially different.
 
Pension scheme
 
As stated above the Group operates a defined benefit pension scheme. At the end of each six-monthly reporting period the Group seeks external expert actuarial advice on the assumptions to apply to the calculation of the scheme's liabilities. The Group then engages a separate, independent firm of pension advisors to calculate the scheme surplus or deficit at the reporting date for accounting purposes. The scheme deficit at 31 December 2021 is £2.0m (2020: £3.9m).
 
Revenue Recognition
 
For Professional services and technology enabled outsourced services revenue recognition there is a significant estimation of the planned project hours, which determines the percentage of completion of service revenue contracts. Before the project is started, the project manager estimates the budgeted hours needed for the agreed services. If the project is expected to overrun, then the project manager will amend the expected budgeted hours in accordance with the new available information which also mitigates the risk of early revenue recognition.
 
'''2  REVENUE FROM CONTRACTS WITH CUSTOMERS'''
 
'''Segmental reporting'''
 
The Group has disaggregated revenue into various categories in the following tables which are intended to depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.
 
The Group's Chief Operating Decision Maker (CODM) is its chief executive and he monitors the performance of these operating segments as well as deciding on the allocation of resources to them alongside with the executive management team.
 
Historically the Group's finance systems have recorded costs centrally and have managed costs in this way. Over recent years the Group has expanded both organically and through acquisition, increasing the number of products and services offered and in 2020 the Group reported through three operating segments, Study Management, Regulatory Solutions and In Silico Solutions. During 2021 the fourth segment, Clinical Trial Acceleration (CTA), was established after following the acquisition of d-wise.
 
During 2020 this system enabled more centrally recorded costs to be allocated to the individual segments and that process was further developed during 2021.  The operations of the Group are managed centrally with group-wide functions including sales, marketing, software development, information technology, customer support, human resources and finance & administration. The CTA segment already bears the majority of its costs directly and as such reports a lower direct contribution margin to central overheads than the other three segments. The expectation in future years is to be able to allocate more centrally held operational costs to the individual segments as internal reporting systems evolve, thereby assisting the Board to use the segmental cost information for meaningful decision making.
 
The operations of the Group are managed centrally with group-wide functions including sales,  marketing, software development, IT, customer support, human resources and finance & administration.
 
The analysis provided below reflects costs directly attributable to the respective segments in 2021 and 2020, which are primarily third party costs of sale and costs of allocated employees. The remaining indirect operational costs are accounted for centrally and are not allocated to specific segments.
{| class="wikitable"
|+
|SEGMENTAL REPORTING
 
2021
|Study Management
|Regulatory Solutions
|In Silico Solutions
|Clinical Trial Acceleration
|
 
 
Total
|-
|
|£000
|£000
|£000
|£000
|£000
|-
|Total revenue
|20,259
|10,010
|3,042
|12,706
|46,017
|-
|Direct attributable costs
|(10,388)
|(6,016)
|(1,681)
|(11,308)
|(29,393)
|-
|Contribution to indirect overheads
|9,871
|3,994
|1,361
|1,398
|16,624
|-
|Contribution to indirect overheads %
|49%
|40%
|45%
|11%
|
|-
|Central unallocated indirect costs
|
|
|
|
|(8,374)
|-
|
 
 
Adjusted EBITDA
|
|
|
|
|8,250
|-
|Depreciation
|
|
|
|
|(312)
|-
|Amortisation of intangibles arising on acquisitions
|
|
|
|
|(1,563)
|-
|Amortisation of internally generated intangibles
|
|
|
|
|(851)
|-
|Depreciation of right of use assets
|
|
|
|
|(945)
|-
|OPERATING PROFIT BEFORE NON-RECURRING COSTS
|
|
|
|
|4,579
|-
|Non-recurring costs
|
|
|
|
|(1,286)
|-
|Non-recurring income
|
|
|
|
|805
|-
|OPERATING PROFIT AFTER NON-RECURRING COSTS
|
|
|
|
|4,098
|-
|Finance income
|
|
|
|
|30
|-
|Finance costs
|
|
|
|
|(1,144)
|-
|PROFIT BEFORE TAXATION
|
|
|
|
|2,984
|}
{| class="wikitable"
|+
|SEGMENTAL REPORTING
 
2020
|Study Management
|Regulatory Solutions
|In Silico Solutions
|Clinical Trial Acceleration
|
 
 
Total
|-
|
|£000
|£000
|£000
|£000
|£000
|-
|Total revenue
|15,054
|9,839
|3,324
|<nowiki>-</nowiki>
|28,217
|-
|Direct attributable costs
|(3,516)
|(2,046)
|(1,630)
|<nowiki>-</nowiki>
|(7,192)
|-
|Contribution to indirect overheads
|11,538
|7,793
|1,694
|<nowiki>-</nowiki>
|21,025
|-
|Contribution to indirect overheads %
|77%
|79%
|51%
|
|
|-
|Central unallocated indirect costs
|
|
|
|
|(15,106)
|-
|
 
Adjusted EBITDA
|
|
|
|
|______
 
5,919
|-
|Depreciation
|
|
|
|
|(138)
|-
|Amortisation of intangibles arising on acquisitions
|
|
|
|
|(664)
|-
|Amortisation of internally generated intangibles
 
Depreciation of right of use assets
|
|
|
|
|(736)
 
(572)
|-
|OPERATING PROFIT BEFORE NON-RECURRING COSTS
|
|
|
|
|3,809
|-
|Non-recurring costs
|
|
|
|
|(606)
|-
|OPERATING PROFIT AFTER NON-RECURRING COSTS
|
|
|
|
|3,203
|-
|Finance income
|
|
|
|
|38
|-
|Finance costs
|
|
|
|
|(692)
|-
|PROFIT BEFORE TAXATION
|
|
|
|
|2,549
|}
{| class="wikitable"
|+
!REVENUE BY PRODUCT TYPE
!2021
 
£000
!2020
 
£000
|-
|Licence fees
|4,597
|3,477
|-
|Annual support fees
|14,378
|8,917
|-
|SaaS subscription and support fees
|9,704
|8,024
|-
|Professional services
|3,651
|1,603
|-
|Technology enabled outsourced services
|6,378
|6,196
|-
|Consultancy services
|7,309
|<nowiki>-</nowiki>
|-
|
|46,017
|28,217
|}
{| class="wikitable"
|+
!REVENUE BY GEOGRAPHICAL LOCATION
!2021
 
£000
!2020
 
£000
|-
|UK
|3,540
|2,740
|-
|Europe
|7,477
|5,656
|-
|USA
|26,831
|13,050
|-
|Rest of World
|8,169
|6,771
|-
|
|46,017
|28,217
|}
{| class="wikitable"
|+
!NON-CURRENT ASSETS EXCLUDING DEFERRED TAXATION BY GEOGRAPHICAL LOCATION
 
!2021
 
£000
 
!2020
 
£000
|-
|UK
|56,925
|17,549
|-
|Europe
|1,895
|1,436
|-
|USA
|1,812
|524
|-
|Rest of World
|433
|622
|-
|
|61,065
|20,131
|}
There were no customers that represented more than 10% of the Group's revenue in 2021 (2020: none).
 
'''3  Non recurring items'''
{| class="wikitable"
|+Non recurring cost
!
!2021
 
£000
!2020
 
£000
|-
|Guaranteed Minimum Pension (GMP) equalisation provision
|<nowiki>-</nowiki>
|5
|-
|Legal costs relating to historical contract disputes
|95
|149
|-
|Acquisition costs
|1,019
|452
|-
|Share based payments
|172
|<nowiki>-</nowiki>
|-
|
|1,286
|606
|}
{| class="wikitable"
|+Non recurring income
!
!2021
 
£000
!2020
 
£000
|-
|US government loans forgiven
|805
|<nowiki>-</nowiki>
|-
|
|805
|<nowiki>-</nowiki>
|}
Non recurring costs in the year include acquisition costs of £1.0m relating to the acquisitions of The Edge, d-wise and PDS. The share based payments charge of £0.2m relate to options that were re-issued in 2021 and vested immediately.
 
The non recurring income of £0.8m ($1.1m) relates to US federal government COVID-19 support loans which were forgiven during 2021 and there are no unfulfilled conditions or contingencies related to this income.
 
'''4  Finance income'''
{| class="wikitable"
|+
|
|
|
|2021
 
£000
|2020
 
£000
|-
|
|Right of use asset interest income
|
|6
|7
|-
|
|Other interest
|
|24
|31
|-
|
|
|
|30
|38
|}
'''5  Finance costs'''
{| class="wikitable"
|+
!
!
!2021
 
£000
!2020
 
£000
|-
|Loans and overdrafts
|
|85
|38
|-
|Unwinding discount on deferred consideration
|
|867
|70
|-
|Net interest charge on pension scheme
|
|51
|34
|-
|Right of use asset interest cost
|
|97
|96
|-
|Foreign exchange losses
|
|44
|454
|-
|
|
|1,144
|692
|}
'''6  Taxation'''
{| class="wikitable"
|+Income taxes recognised in profit or loss:
!
!2021
 
£000
!2020
 
£000
|-
|Current tax:
|
|
|-
|UK corporation tax in respect of previous years
|(269)
|(4)
|-
|Adjustments in respect of R&D tax credit
 
Foreign tax
|351
 
(1,111)
|250
 
(146)
|-
|Foreign tax in respect of previous years
|(54)
|39
|-
|Total current tax (charge)/credit
|(1,083)
|139
|-
|Deferred tax:
|
|
|-
|Current year charge
|(147)
|(165)
|-
|Adjustment in respect of previous years
|575
|(57)
|-
|Defined benefit liability
|(91)
|(90)
|-
|Impact of rate change
|(560)
|(102)
|-
|Total deferred tax credit/(charge)
|(223)
|(414)
|-
|Total income tax charge recognised in the current year
|(1,306)
|(275)
|}
'''7  Leases'''
 
'''Nature of leasing activities in the capacity of lessee'''
 
The Group leases a number of offices in the jurisdictions from which it operates. In these jurisdictions the periodic rent is fixed over the lease term, with inflationary increases incorporated into the fixed payments stipulated in the lease agreements. Where rental agreements include market rate escalations, the lease liability is re-measured when the change in cash payments takes effect. The Group also leases one vehicle and certain equipment. Leases of vehicle and equipment comprise only fixed payments over the lease terms. With the exception of short term leases, leases of low value underlying assets and a lease held for a telephone system, with less than twelve months remaining on the lease as at 31 December 2021, each lease is reflected on the balance sheet as a right of use asset and a lease liability.
 
Each lease generally imposes a restriction that, unless there is a contractual right for the Group to sublet the asset to another party, the right of use asset can only be used by the Group. Leases are either non cancellable or may only be cancelled by incurring a termination fee. Two leases that came with the acquisitions could be terminated in a subject of notice. Some leases contain an option to extend the lease for a further term. For office leases the Group must keep those properties in a good state of repair and return the properties in their original condition at the end of the lease.
 
The table below describes the nature of the Groups leasing activities by type of right of use asset recognised on the balance sheet:
{| class="wikitable"
|+
!Right of use assets
!No of right of use assets leased
!Average remaining lease term
!No of leases with extension options
!No of leases with options to purchase
!No of leases with payments linked to an index
!No of leases
 
with termination options
|-
|Office buildings
|14
|2.3 years
|10
|0
|1
|2
|-
|Vehicles
|1
|1.9 years
|0
|0
|0
|0
|-
|Equipment
|1
|0.5 years
|0
|0
|0
|0
|}
{| class="wikitable"
|+
!Right of use assets
!Land & buildings
!Motor
 
vehicles
!Equipment
!Total
|-
!
!£000
!£000
!£000
!£000
|-
|As at 1 January 2020
|2,158
|7
|<nowiki>-</nowiki>
|2,165
|-
|Additions
|123
|31
|<nowiki>-</nowiki>
|154
|-
|Lease modification and remeasurement
|32
|<nowiki>-</nowiki>
|<nowiki>-</nowiki>
|32
|-
|Depreciation
|(564)
|(8)
|<nowiki>-</nowiki>
|(572)
|-
|Exchange adjustment
|(38)
|<nowiki>-</nowiki>
|<nowiki>-</nowiki>
|(38)
|-
|As at 31 December 2020
|1,711
|30
|<nowiki>-</nowiki>
|1,741
|-
|Additions
|261
|<nowiki>-</nowiki>
|<nowiki>-</nowiki>
|261
|-
|Acquisitions
|539
|<nowiki>-</nowiki>
|410
|949
|-
|Restoration costs
|70
|<nowiki>-</nowiki>
|<nowiki>-</nowiki>
|70
|-
|Depreciation
|(686)
|(10)
|(249)
|(945)
|-
|Exchange adjustment
|(5)
|<nowiki>-</nowiki>
|6
|1
|-
|As at 31 December 2021
|1,890
|20
|167
|2,077
|}
{| class="wikitable"
|+
!Lease liabilities
!Land &
 
buildings
!Motor
 
vehicles
!Equipment
!Total
|-
!
!£000
!£000
!£000
!£000
|-
|As at 1 January 2020
|2,563
|6
|<nowiki>-</nowiki>
|2,569
|-
|Additions
|123
|31
|<nowiki>-</nowiki>
|154
|-
|Lease modification and
 
Remeasurement
|32
|<nowiki>-</nowiki>
|<nowiki>-</nowiki>
|32
|-
|Interest expense
 
Lease payments
|95
 
(710)
|<nowiki>-</nowiki>
 
(6)
|<nowiki>-</nowiki>
 
-
|95
 
(716)
|-
|Exchange adjustment
|(50)
|<nowiki>-</nowiki>
|<nowiki>-</nowiki>
|(50)
|-
|
|
|
|
|
|-
|As at 31 December 2020
|2,053
|31
|<nowiki>-</nowiki>
|2,084
|-
|Additions
|261
|<nowiki>-</nowiki>
|<nowiki>-</nowiki>
|261
|-
|Acquisitions
|539
|<nowiki>-</nowiki>
|410
|949
|-
|Interest expense
|84
|1
|11
|96
|-
|Lease payments
|(795)
|(11)
|(253)
|(1,059)
|-
|Exchange adjustment
|(9)
|<nowiki>-</nowiki>
|3
|(6)
|-
|
|
|
|
|
|-
|As at 31 December 2021
|2,133
|21
|171
|2,325
|}
Reconciliation of movements of lease liabilities to cash flows arising from financing activities.
{| class="wikitable"
|+
!Changes from financing cash
 
flows
! colspan="2" |Land &
 
buildings
!Motor
 
vehicles
!Equipment
!Total
|-
!
! colspan="2" |£000
!£000
!£000
!£000
|-
|
| colspan="2" |
|
|
|
|-
|Interest expenses
| colspan="2" |95
|<nowiki>-</nowiki>
|<nowiki>-</nowiki>
|95
|-
|Payment of lease liabilities
| colspan="2" |615
|6
|<nowiki>-</nowiki>
|621
|-
| colspan="2" |At 31 December 2020
|710
|6
|<nowiki>-</nowiki>
|716
|-
|Interest expenses
| colspan="2" |83
|1
|12
|96
|-
|Payment of lease liabilities
| colspan="2" |712
|10
|241
|963
|-
|At 31 December 2021
| colspan="2" |795
|11
|253
|1,059
|}
Lease liability maturity analysis:
{| class="wikitable"
|+As at 31 December 2020
!
!1 year or less
!2 to 5 years
!After five years
!Total
|-
!
!£000
!£000
!£000
!£000
|-
|Lease liabilities
|488
|1,538
|58
|2,084
|}
{| class="wikitable"
|+As at 31 December 2021
!
!1 year or less
!2 to 5 years
!After five years
!Total
|-
!
!£000
!£000
!£000
!£000
|-
|Lease liabilities
|1,077
|1,229
|19
|2,325
|}
The Group has elected not to recognise a lease liability for short term leases (leases with an expected term of 12 months or less) or for leases of low value assets. Payments made under such leases are expensed on a straight-line basis.
 
The following amounts in respect of leases, where the company is a lessee, have been recognised in consolidated statement of comprehensive income:
{| class="wikitable"
|+
!
!2021
 
£000
!2020
 
£000
|-
|
===== Expenses relating to short-term leases =====
|159
|45
|-
|
===== Low value lease expense =====
|81
|95
|-
|
===== Interest expense =====
|96
|95
|-
|
===== Amortisation of right of use assets =====
|945
|572
|}
The total cash outflow for leases in 2021 was £1.0m (2020: £0.7m).
 
'''8  Earnings per share'''
 
Basic and diluted earnings per share
 
Basic earnings per share are calculated by dividing the profit attributable to ordinary shareholders by the weighted average number of ordinary shares in issue during the year.  Diluted earnings per share is calculated by adjusting the weighted number of ordinary shares outstanding to assume conversion of all dilutive potential shares arising from the share option scheme.
 
The deferred and contingently issuable shares in relation to d-wise acquisition which could potentially dilute the basic EPS in the future were not included in the calculation of diluted EPS because they are antidilutive for the period of 2021.
 
The dilutive impact of the share options is calculated by determining the number of shares that could have been acquired at fair value (determined as the average market share price of the Company's shares) minus the issue price.  The number of the ordinary shares that could have been acquired at their average market price during the period are ignored. However, the shares that would generate no proceeds and would not have effect on profit or loss attributable to ordinary shares outstanding are included.
{| class="wikitable"
|+
!
! colspan="3" |2021
! colspan="3" |2020
|-
!
!Profit after tax (£000)
!Weighted average number of shares ('000)
!Profit per share (Pence)
!Profit  after tax (£000)
!Weighted average number of shares ('000)
!Profit per share (Pence)
|-
|Earnings per share - Basic
|
 
 
1,678
|
 
 
21,591
|
 
 
7.8
|
 
 
2,274
|
 
 
18,421
|
 
 
12.3
|-
|Potentially dilutive shares
|
 
 
-
|
 
 
1,128
|
 
 
-
|
 
 
-
|
 
 
1,231
|
 
 
-
|-
|Earnings per share - Diluted
|
 
 
1,678
|
 
 
22,719
|
 
 
7.4
|
 
 
2,274
|
 
 
19,652
|
 
 
11.6
|}
'''Adjusted earnings per share'''
 
Adjusted earnings per share is calculated after adjusting for the effect of foreign currency exchange on the revaluation of inter-group balances included in finance income/(costs), non-recurring items, impairment of goodwill and capitalised development and amortisation of intangibles on acquisitions. Diluted adjusted earnings per share is calculated by adjusting the weighted number of ordinary shares outstanding to assume conversion of all dilutive potential shares arising from the share option scheme.  The dilutive impact of the share options is calculated by determining the number of shares that could have been acquired at fair value (determined as the average market share price of the Company's shares) based on the monetary value of the subscription rights attached to the outstanding share options.
{| class="wikitable"
|+
!
! colspan="3" |
 
 
2021
! colspan="3" |
 
 
2020
|-
!
!Adjusted Profit after tax (£000)
!Weighted average number of shares ('000)
!Adjusted Earnings per share (Pence)
!Adjusted Profit after tax (£000)
!Weighted average number of shares ('000)
!Adjusted Earnings per share (Pence)
|-
|Earnings per share - Basic
|
 
 
3,704
|
 
 
21,591
|
 
 
17.2
|
 
 
3,752
|
 
 
18,421
|
 
 
20.4
|-
|Potentially dilutive shares
|
 
 
-
|
 
 
1,128
|
|
 
 
-
|
 
 
1,231
|
 
 
-
|-
|Earnings per share - Diluted
|
 
 
3,704
|
 
 
22,719
|
 
 
16.3
|
 
 
3,752
|
 
 
19,652
|
 
 
19.1
|}
{| class="wikitable"
|+
!
!2021
 
£000
!2020
 
£000
|-
|Reconciliation of adjusted profit before tax:
|
|
|-
|Reported profit before tax
|2,984
|2,549
|-
|Non-recurring costs
|1,286
|606
|-
|Non-recurring income
|(805)
|<nowiki>-</nowiki>
|-
|Amortisation of acquired intangibles
|1,563
|664
|-
|Impairment of goodwill and capitalised development costs
|<nowiki>-</nowiki>
|<nowiki>-</nowiki>
|-
|Foreign exchange differences on revaluation of inter-group balances
|(18)
|208
|-
|Adjusted profit before tax
|5,010
|4,027
|-
|Tax
|(1,306)
|(275)
|-
|Adjusted profit after tax
|3,704
| 3,752
|-
|Profit after tax
|1,678
|2,274
|}
'''9  Acquisition of The Edge Software Consultancy Ltd ('The Edge')'''
 
On 1 March 2021, Instem acquired 100% of the issued share capital of The Edge. The acquisition has increased the group's market share in the global Life Science Sector and complements the group in continuing its expansion and development in this industry.
{| class="wikitable"
|+
!Company
!Principal activity
!Date of acquisition
!Proportion of voting equity interests acquired
 
%
!Consideration
 
£000
|-
|The Edge
|Provider of Discovery Technology Solutions software and services to Life Science sector
|1 March 2021
|100
|9,221
|}
Details of the purchase consideration, the net assets acquired and goodwill are as follows:
{| class="wikitable"
|+Consideration
|
|£000
|-
|Initial cash paid
|5,500
|-
|Initial share consideration
|2,000
|-
|Deferred consideration - cash payable March 2022
|500
|-
|Contingent consideration - cash payable by June 2022
|1,000
|-
|Contingent consideration - cash payable March 2023
|1,000
|-
|Working capital and cash adjustment - cash receivable March 2022
|(67)
|-
|Total consideration
|9,933
|-
|Discounting of estimated future cashflows
|(712)
|-
|Present value of consideration
|9,221
|}
The initial share consideration was satisfied by the issue of 391,920 new Instem plc ordinary shares at a value of £2.0m which was based on the published share price. The premium arising on the share issue of £2.0m has been credited to the merger relief reserve.
 
The appropriate discounting has been applied to the debt instruments.
 
The deferred consideration is not based on any performance related conditions and is payable in March 2022. The contingent consideration is based on certain performance related conditions in the twelve- month period post-completion. The contingent consideration in the table above is based on the forecast estimate that the performance related conditions will be fully met and the full consideration will be payable.  The contingent consideration was re-measured at the reporting date.  The deferred consideration had been discounted using Instem's estimated cost of borrowing and the contingent consideration has been discounted using the company's Internal Rate of Return ('IRR').
 
Acquisition related costs amounting to £0.2m have been recognised as an expense within non-recurring items in the Consolidated Statement of Comprehensive Income.
{| class="wikitable"
|+Fair value of assets acquired and liabilities recognised at the date of acquisition
|
|Fair Value
 
£000
|-
|Non-Current Assets
|
|-
|Customer relationships
 
Intellectual property
 
Brand
|2,550
 
1,342
 
105
|-
|Right of use assets
|37
|-
|
|
|-
|Current Assets
|
|-
|Cash and cash equivalents
|2,570
|-
|Trade and other receivables
|407
|-
|Deferred tax asset
|64
|-
|
|
|-
|Current Liabilities
|
|-
|Trade and other payables
|(430)
|-
|Deferred income
|(555)
|-
|Lease liabilities
|(36)
|-
|
|
|-
|Non-Current Liabilities
|
|-
|Deferred tax on acquisition
|(759)
|-
|
|
|-
|Fair value of identifiable net assets acquired
|5,295
|}
{| class="wikitable"
|+Goodwill arising on acquisition
|
|£000
|-
|Consideration transferred
|9,221
|-
|Less: fair value of identifiable net assets
|(5,295)
|-
|Goodwill arising on acquisition
|3,926
|}
'''Goodwill'''
 
Goodwill of £3.9m primarily relates to the ability to generate growth from new customers, synergies provided by the Group and the skill and expertise of The Edge's staff.
 
'''Identifiable net assets'''
 
A provisional fair value exercise to determine the fair value of assets and liabilities acquired has been carried out. Fair values are provisional as they are within the twelve month hindsight period to adjust fair values. No fair value adjustments have been made to the assets and labilities acquired.
 
The fair value of intangible assets are:
 
* Customer relationships of £2.6m calculated using the income approach - excess earnings. Acquired customer relationships consisting of ongoing relationships with companies to which The Edge provides annual licenses, maintenance assistance and bespoke services.
* Intellectual property of £1.3m calculated using the income approach - relief from royalty. Two proprietary software packages were acquired, namely BioRails and Morphit.
* Brands of £0.1m calculated using the income approach - relief from royalty. 'The Edge' brand and sub-brands (principally BioRails and Morphit) are considered in aggregate a separable intangible asset and a driver of the overall business model.
 
'''Acquired receivables'''
 
The fair value of acquired trade receivables is £0.079m as no loss allowance was required to be recognised on acquisition.
 
'''Impact of acquisition on the results of the Group'''
 
The acquired business contributed revenues of £1.9m and net profit of £1.2m to the group for the period from 1 March to 31 December 2021.
 
If this business combination had been in effect at 1 January 2021, the revenue of The Edge would have been £2.3m and the profit for the year would have been £1.4m. These values do not represent a measure of the performance of The Edge as the company's accounting policy have been changed at the acquisition date to comply with the policies of the Group.
 
{| class="wikitable"
|+Purchase consideration - cash outflow
|
|£000
|-
|Outflow of cash to acquire subsidiary, net of cash acquired
|
|-
|Initial cash consideration
|4,000
|-
|Net cash adjustment (after deduction of estimated debt)
|1,500
|-
|Less: Balance acquired
|
|-
|Cash
|(2,570)
|-
|Net outflow of cash - investing activities
|2,930
|}
'''10  Acquisition of d-wise Technologies, Inc'''
 
On 20 March 2021, Instem exchanged contracts to acquire the 100% of the issued share capital of US-based clinical trial technology & consulting leader d-Wise Technologies, Inc ("d-wise"). The acquisition was completed on 1 April 2021. The acquisition has increased the group's market share in the global Life Science Sector and complements the group by entering an attractive adjacent area of clinical trial analysis and submission.
{| class="wikitable"
|+
!Company
!Principal activity
!Date of acquisition
!Proportion of voting equity interests acquired
 
%
!Consideration
 
£000
|-
|d-wise
|Provider of clinical trial acceleration solutions to Life Science sector
|1 April 2021
|100
|22,022
|}
Details of the purchase consideration excluding conditional deferred consideration, the net assets acquired and goodwill are as follows:
{| class="wikitable"
|+Consideration
!
!
 
 
$000
!
 
 
  £000
|-
|Initial cash consideration
|13,000
|9,437
|-
|Initial share consideration
|7,000
|5,044
|-
|Deferred consideration (1 April 2022) - To be settled in cash
|3,128
|2,271
|-
|Deferred consideration (1 April 2022) - To be settled in shares
|1,042
|756
|-
|Deferred consideration (1 April 2023) - To be settled in cash
|4,347
|3,156
|-
|Contingent consideration (1 March 2022) - To be settled in cash or shares
|1,500
|1,089
|-
|Contingent consideration (1 March 2023) - To be settled in cash
|1,500
|1,089
|-
|Working capital adjustment - (Q3 2021) - Settled in cash
|5
|4
|-
|Total consideration
|31,522
|22,846
|-
|Discounting of estimated future cashflows
|
|(824)
|-
|Present value of consideration
|
|22,022
|}
The initial share consideration was satisfied by the issue of 868,203 new Instem plc ordinary shares at a value of $7.0m (£5.0m) which was based on the published share price. The premium arising on the share issue of £5.0m has been credited to the merger relief reserve.
 
The appropriate discounting has been applied to the debt instruments.
 
The deferred consideration is not based on any performance related conditions and is payable in two instalments in April 2022 and 2023. The contingent consideration is based on certain performance related conditions in the twelve-month period post-completion.  The deferred consideration has been discounted using the interest rate as defined in the share purchase agreement and the contingent consideration has been discounted using the company's IRR.
 
The deferred and contingent consideration to be settled in shares should be equal the nominal value of the deferred and contingent promissory note, divided by the average closing price of Instem Stock.
 
The contingent consideration in the table above is based on the forecast estimate that the performance related conditions will be fully met and the full consideration will be payable.  The contingent consideration was re-measured at the reporting date.
 
Acquisition related costs amounting to £1.2m have been recognised as an expense within non-recurring items in the Consolidated Statement of Comprehensive Income.
{| class="wikitable"
|+Fair value of assets acquired and liabilities recognised at the date of acquisition
!
!Fair value (£000)
|-
|Non-Current Assets
|
|-
|Customer relationships
 
Intellectual property
 
Brand names
|6,094
 
1,061
 
1,134
|-
|Property, plant and equipment
|491
|-
|Right of use assets
|662
|-
|
|
|-
|Current Assets
|
|-
|Trade and other receivables
|5,765
|-
|Cash and cash equivalents
|1,800
|-
|Accrued Income
|551
|-
|
|
|-
|Current Liabilities
|
|-
|Trade and other payables
|(1,634)
|-
|Deferred income
|(4,230)
|-
|Financial Liabilities
|(48)
|-
|Lease liability
|(662)
|-
|
|
|-
|Non-Current Liabilities
|
|-
|Deferred tax on acquisition
|(2,072)
|-
|
|
|-
|Fair value of identifiable net liabilities acquired
|8,912
|}
{| class="wikitable"
|+Goodwill arising on acquisition
|
|£000
|-
|Consideration transferred
|22,022
|-
|Less: fair value of identifiable net assets
|(8,912)
|-
|Goodwill arising on acquisition
|13,110
|}
'''Goodwill'''
 
Goodwill of £13.1m primarily relates to the ability to enter an attractive adjacent area of clinical trial analysis and submission, generating growth from new customers, synergies provided by the Group and the skill and expertise of the d-wise staff.
 
'''Identifiable net assets'''
 
A provisional fair value exercise to determine the fair value of assets and liabilities acquired has been carried out. Fair values are provisional as they are within the twelve month hindsight period to adjust fair values. Except for the Deferred revenue no other fair value adjustments have been made to the assets and liabilities acquired.
 
The fair value of intangible assets are:
 
* Customer relationships of £6.1m calculated using the income approach - excess earnings. Acquired customer relationships consisting of ongoing relationships with companies to which d-wise provides hosting and consultancy services, support and maintenance and product licences.
* Intellectual property of £1.1m calculated using the income approach - relief from royalty. Two proprietary software products were acquired, namely Blur and Reveal.
* Brands of £1.1m calculated using the income approach - relief from royalty. The 'd-wise' brand is a separable intangible asset and a driver of the overall business model in the fair value measurement and the proportion of overall enterprise value attributed to the brand. The brand has been trading since 2003 and is well established within the pharmaceutical industry.
 
'''Acquired receivables'''
 
The fair value of acquired trade receivables is £5.1m as no loss allowance was required to be recognised on acquisition.
 
'''Impact of acquisition on the results of the Group'''
 
Profit for the year end includes a profit of £0.5m attributable to the additional business generated by d-wise from 1 April to 31 December 2021. Revenue for the year includes £12.7m in respect of d-wise.
 
If this business combination had been effected at 1 January 2021, the revenue of d-wise would have been £17.3m and the profit for the year would have been £1m. The directors consider these values represent an approximate measure of the performance of d-wise on a yearly basis as the fair value adjustment on the acquired deferred revenue needed to be considered for the future periods.
{| class="wikitable"
|+Purchase consideration - cash outflow
|
|£000
|-
|Outflow of cash to acquire subsidiary, net of cash acquired
|
|-
|Initial cash consideration
|9,437
|-
|Working capital adjustment - (Q3 2021) - Settled in cash
|4
|-
|Less: Balance acquired
|
|-
|Cash
|(1,800)
|-
|Net outflow of cash - investing activities
|7,641
|}
'''11  Acquisition of PDS Pathology Data Systems Ltd'''
 
On 1 September 2021, Instem acquired the 100% of the issued share capital of PDS Pathology Data Systems Ltd ("PDS"), a life sciences software company with headquarters in Switzerland and offices in the United States and Japan. The acquisition has increased the group's market share in the global Life Science Sector and complements the group in continuing its expansion and development in this industry.
{| class="wikitable"
|+
!Company
!Principal activity
!Date of acquisition
!Proportion of voting equity interests acquired
 
%
!Consideration
 
£000
|-
|PDS
|Provider of Discovery Technology Solutions for non-clinical study management and regulatory software and services
|1 September 2021
 
|100
|9,309
|}
Details of the purchase consideration excluding the benefit of their former PDS's shareholders, the net assets acquired and goodwill are as follows:
{| class="wikitable"
|+Consideration
!
!
 
 
CHF000
!
 
 
  £000
|-
|Initial cash paid
|7,131
|5,665
|-
|Initial share consideration
|3,500
|2,790
|-
|Deferred consideration (1 September 2022) - To be settled in cash
|1,000
|794
|-
|Working capital adjustment - (Q3 2021) - Settled in cash
|99
|79
|-
|Total consideration
|11,730
|9,328
|-
|Discounting of estimated future cashflows
|
|(19)
|-
|Present value of consideration
|
|9,309
|}
The initial share consideration was satisfied by the issue of 359,157 new Instem plc ordinary shares at a value of CHF3.5m (£2.8m) which was based on the published share price. The premium arising on the share issue of £2.75m has been credited to the merger relief reserve.
 
The appropriate discounting has been applied to the debt instruments.
 
The deferred consideration is not based on any performance related conditions and is payable in in September 2022. The deferred consideration has been discounted using the PDS'S weighted average cost of capital (WACC).
 
Instem plc acquired also the benefit of the former PDS's shareholder loan for a consideration of CHF3m (£2.4m) which was excluded from the total purchase consideration and is recorded as intercompany balance between Instem plc and PDS. The above treatment will not affect the Group's cash position as the total consideration payable remains at CHF14,7m.
 
Acquisition related costs amounting to £0.3m have been recognised as an expense within non-recurring items in the Consolidated Statement of Comprehensive Income.
{| class="wikitable"
|+Fair value of assets acquired and liabilities recognised at the date of acquisition
!
!Fair Value
 
£000
|-
|Non-Current Assets
|
|-
|Customer relationships
 
Intellectual property
 
Brand names
|2,047
 
1,607
 
153
|-
|Property, plant and equipment
|34
|-
|Right of use assets
|251
|-
|
|
|-
|Current Assets
|
|-
|Trade and other receivables
|528
|-
|Cash and cash equivalents
|1,475
|-
|Accrued Income
|9
|-
|
|
|-
|Current Liabilities
|
|-
|Trade and other payables
|(249)
|-
|Deferred income
|(708)
|-
|Loan from former PDS's shareholders
|(2,387)
|-
|Lease liability
|(251)
|-
|
|
|-
|Non-Current Liabilities
|
|-
|Deferred tax on acquisition
|(568)
|-
|Provisions
|(40)
|-
|
|
|-
|Fair value of identifiable net liabilities acquired
|1,901
|}
{| class="wikitable"
|+Goodwill arising on acquisition
!
!£000
|-
|Consideration transferred
|9,309
|-
|Less: fair value of identifiable net assets
|(1,901)
|-
|Goodwill arising on acquisition
|7,408
|}
'''Goodwill'''
 
Goodwill of £7.4m primarily relates to the ability to enter an attractive adjacent area of clinical trial analysis and submission, generating growth from new customers, synergies provided by the Group and the skill and expertise of the d-wise staff.
 
'''Identifiable net assets'''
 
A provisional fair value exercise to determine the fair value of assets and liabilities acquired has been carried out. Fair values are provisional as they are within the twelve month hindsight period to adjust fair values. Except for the Deferred revenue no other fair value adjustments have been made to the assets and liabilities acquired.
 
The fair value of intangible assets are:
 
* Customer relationships of £2.1m calculated using the income approach - excess earnings. Acquired customer relationships consisting of ongoing relationships with companies to which PDS provides licenses, hosting services, support and maintenance, and other services.
* Intellectual property of £1.6m calculated using the income approach - relief from royalty. Two proprietary software products were acquired, namely LIMS and TRANSEND.
* Brands of £0.2m calculated using the income approach - relief from royalty. The 'PDS' brand is a separable intangible asset and a driver of the overall business model in the fair value measurement and the proportion of overall enterprise value attributed to the brand. The brand has been trading since 1981 and is well established n the life-science industry.
 
'''Acquired receivables'''
 
The fair value of acquired trade receivables is £0.4m as no loss allowance was required to be recognised on acquisition.
 
'''Impact of acquisition on the results of the Group'''
 
Profit for the year includes a loss of £0.1m attributable to the additional business generated by PDS from 1 September to 31 December 2021. The loss was incurred due to fair value adjustment on the acquired deferred revenue of £0.1m. Revenue for the year includes £1.4m in respect of PDS.
 
If this business combination had been effected at 1 January 2021, the revenue of PDS would have been £4.3m and the loss for the year would have been £0.05m. The directors consider these values represent an approximate measure of the performance of PDS on a year basis as the fair value adjustment on the acquired deferred revenue needed to be considered for the future periods.
{| class="wikitable"
|+Purchase consideration - cash outflow
|
|£000
|-
|Outflow of cash to acquire subsidiary, net of cash acquired
|
|-
|Initial cash consideration
|3,701
|-
|Management participation, commission and bonus - Settled in cash
|1,964
|-
|Former PDS's shareholder loan
|2,387
|-
|Working capital adjustment - (Q3 2021) - Settled in cash
|79
|-
|Less: Balance acquired
|
|-
|Cash
|(1,475)
|-
|Net outflow of cash - financing and investing activities
|6,656
|}
The benefit of the former PDS's shareholder loan has been presented as a financing cash flow as does not form part of the consideration transferred.
 
'''12  Provision for liabilities'''
{| class="wikitable"
|+
|
|2021
 
£000
|2020
 
£000
|-
|
===== At 1 January =====
|250
|250
|-
|Acquisition
|41
|<nowiki>-</nowiki>
|-
|Increase in provision during the year
|<nowiki>-</nowiki>
|<nowiki>-</nowiki>
|-
|At 31 December
|291
|250
|}
The Group holds a provision of £0.25m (2020: £0.25m) in respect of historical contract disputes against a maximum exposure of approximately £3.8m (2020: £4.0m). The maximum exposure includes additional claims for consequential losses. There are uncertainties around the outcome of contract disputes and any settlements may be higher or lower than the amount provided. The directors believe the provision represents the best estimate of the risks and considers all information and legal input received by the Group. The assumptions made in relation to the current period are consistent with those in the prior year. The utilisation of this provision is still expected to happen within two years due to the legal process taking longer than originally anticipated.
 
The amount of £0.04m relates to the general provision that PDS provided for warranty and remained unchanged as of 31 December 2021 based on management estimates.
 
'''13  Subsequent events'''
 
No adjusting events have occurred between the 31 December reporting date and the date of approval of these financial statements.
 
An historical contractual licence dispute, which does not affect the ongoing operations of the Group, was heard by a German court on 17 March 2022 and the official outcome is awaited. The Group has been defending the action and strongly believes that the claim should be dismissed.
 
Notwithstanding this, the cost provision of £0.25m made in 2017 has been maintained in the 2021 financial statements. As the potential financial outcome cannot yet be determined with any certainty the Board has concluded that the £0.25m provision was appropriate at 31 December 2021. To date all legal expenses have been expensed.
 
On 8 April 2022, the Group signed a new financing arrangement which consists of a committed facility of £10.m with HSBC UK Bank plc to support the Group's working capital needs and its acquisition strategy, which can be extended up to £20.0m if needed, subject to further bank approval. The financial covenants have been considered in the forecast to ensure compliance.
 
'''14  Approval'''
 
The Preliminary Announcement was approved by the Board of Directors on 26 April 2022.
 
'''15  Preliminary Announcement'''
 
A copy of this Preliminary Announcement is available on request to all Shareholders by post from the Company Secretary, (2 Diamond Way, Stone Business Park, Stone, Staffordshire, ST15 0SD).  The announcement can also be accessed on the Internet at <nowiki>https://investors.instem.com</nowiki>. The 2021 Annual Report will be made available on the Group's website (www.instem.com) on or before 16 May 2022.


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