REG - Uniphar PLC - 2024 Preliminary Results
25/02/2025 07:00
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RNS Number : 2802Y Uniphar PLC 25 February 2025
Uniphar plc
2024 Preliminary Results
Uniphar plc, an international diversified healthcare services business,
announces its full year results for the year ended 31 December 2024,
delivering a strong performance with Adjusted EPS growth of 12%, ROCE of 15.2%
and leverage of 1.47x.
FINANCIAL HIGHLIGHTS
Growth
Year ended 31 December 2024 2023 Reported Constant
€'000 €'000 % Currency(2)
%
Revenue 2,770,429 2,553,062 8.5% 8.3%
Gross profit 427,604 389,984 9.6% 9.4%
Uniphar Medtech 108,915 99,870 9.1% 8.6%
Uniphar Pharma 121,561 103,187 17.8% 17.3%
Uniphar Supply Chain & Retail 197,128 186,927 5.5% 5.5%
Gross profit margin 15.4% 15.3%
EBITDA(1) 123,458 115,985 6.4% 6.4%
Operating profit 81,989 67,708 21.1% 21.1%
Profit before tax excluding exceptional items 61,130 53,321 14.6% 14.7%
Net bank debt(1) (147,676) (149,947)
Basic EPS (cent) 23.5 16.4
Adjusted EPS (cent)(1) 20.5 18.3
· Gross profit growth of 9.6% (8.2% organic(3)). Organic growth
delivered across all divisions with the Pharma and Medtech divisions
delivering outstanding organic growth of 17.6% and 9.1% respectively.
· Continued progression in gross profit margin from 15.3% to 15.4%,
reflecting operational excellence and growth in higher margin activities.
· EBITDA growth of 6.4% to €123.5m (2023: €116.0m), reflecting
the successful execution of our strategy in each division together with
investment for future growth across the Group.
· Adjusted EPS growth of 11.8% to 20.5 cents (2023: 18.3 cent)
reflecting strong EBITDA growth.
· Robust liquidity with net bank debt of €147.7m as at 31
December 2024 (2023: €149.9m) and 1.47x leverage.
· Total dividend for the year of €5.2m (€0.0192 per ordinary
share) representing a 5% increase year-on-year, including a €1.8m interim
(€0.0067 per ordinary share) dividend paid in October and a final dividend
of €3.4m (€0.0125 per ordinary share) subject to approval at the AGM.
· For 2025, Uniphar expects continued strong organic gross profit
growth across all divisions. The strong growth momentum provides confidence in
reaching our €200m EBITDA target in 2028 with at least 80% of that growth
being organic.
· The Board announces its intention to return capital to
shareholders in the form of a share buyback programme of €35m. The use of
capital is considered appropriate in light of the recent disposal of Inspired
Health supported by the Group's strong balance sheet and confidence in the
Group's prospects.
1. Additional information is set out in Alternative Performance
Measures (APMs) section.
2. Constant currency growth is calculated by applying the prior year's
actual exchange rate to the current year's result.
3. Organic growth is calculated as the gross profit growth of the
underlying business in the period adjusted for the contribution from prior
period acquisitions and divestments to ensure a like-for-like comparison.
STRATEGIC AND OPERATIONAL HIGHLIGHTS
· Our business performed strongly in 2024 delivering EBITDA of
€123.5m driven predominantly by organic growth (8.2% organic gross profit
growth). We have invested in recent years in building the platforms in each
division to enable them to achieve scale in their target markets and we are
increasingly seeing that strategy delivering strong returns.
· Organic gross profit growth of 8.2% in 2024, driven by growth
across each of our three divisions:
§ Uniphar Medtech: 9.1% gross profit growth, all of which was delivered
organically. Growth delivered across all regions through excellent performance
with existing suppliers in the market, in addition to bringing new
specialities to existing markets and developing new areas of partnership.
§ Uniphar Pharma: 17.8% gross profit growth of which 17.6% is organic growth.
Strong performance in the On Demand business solving market supply challenges
while 17 new Expanded Access Programs were onboarded in 2024.
§ Uniphar Supply Chain & Retail: 5.5% gross profit growth of which 2.7%
is organic growth. Continued relentless focus on operational excellence,
resulting in 7% volume growth ahead of underlying market growth of 5%. Our
Retail pharmacy brands continue to be ranked among the most trusted in Ireland
in national brand surveys.
· The Group has made great progress towards the target of doubling
EBITDA to €200m by 2028. The strength of the 2024 results gives confidence
that at least 80% of the growth can be delivered organically. M&A remains
an objective of the Group in delivering its medium-term targets with the Group
continuing to maintain an active pipeline of opportunities.
· Reported free cash flow conversion of 105.5% which includes
temporary favourable working capital timing benefits that have arisen from the
growth in the Pharma division.
· Net bank debt remains relatively unchanged in 2024 at €147.7m
(2023: €149.9m) representing a leverage multiple of 1.47x. The Group's
strong Balance Sheet provides long-term strategic and financial flexibility
with a revolving credit facility of €400m together with an additional
uncommitted accordion facility of €150m.
· The Group's strategic capital expenditure in a state-of-the-art
distribution facility in Ireland is progressing well with the initial build
completed and the focus moving to completing the technology infrastructure.
Once completed in 2026, the investment will provide the infrastructure to meet
growing market demands by doubling existing capacity levels and future
proofing the market leading Supply Chain & Retail division whilst also
enabling us to scale our global Pharma platform.
· The Group remain focused on driving our sustainability agenda
across our five sustainability pillars. SBTi targets have been validated in
2024 with our climate ambition target of at least a 50% reduction in our
absolute Scope 1 and 2 emissions by 2030. External ratings maintained with
MSCI at 'AAA', CDP 'B' rating for a third consecutive year and a first
percentile risk rating in the healthcare industry from Sustainalytics.
· Uniphar has consistently deployed capital in a disciplined manner
in both M&A and strategic investment opportunities that are expected to
generate returns that exceed the hurdle rate of 12% - 15% within three years.
The Board considers the launch of a share buyback programme as appropriate in
light of the recent disposal of Inspired Health in addition to the Group's
consistent ability to generate free cash flow together with the Board's
confidence in the Group's prospects.
Ger Rabbette, Uniphar Group Chief Executive Officer said:
"2024 was an outstanding year for Uniphar with all our divisions contributing
to strong organic Gross Profit growth of 8.2%. The results demonstrate the
impact of our strategy on our ability to grow at pace organically. We are
progressing well towards our target of delivering €200m EBITDA by 2028 and
are confident that over 80% of that growth can now be delivered organically."
Analyst presentation
A conference call for analysts and investors will be held at 9.00 am (GMT),
today, 25(th) February 2025. To register for the call please visit
www.uniphar.ie (http://www.uniphar.ie) .
A copy of the presentation and announcement will be available on our website
at the time of the call.
Contact details
Uniphar Group Tel: +353 (0) 1 428 7777
Allan Smylie, Head of Strategy and IR
Davy (Joint Corporate Broker, Nominated Advisor and Tel: +353 (0) 1 679 6363
Euronext Growth Listing Sponsor)
Daragh O'Reilly
Niall Gilchrist
Ivan Murphy
RBC Capital Markets (Joint Corporate Broker) Tel: +44 (0) 20 7653 4000
Jamil Miah
Rupert Walford
Stifel Nicolaus Europe Limited (Joint Corporate Broker) Tel: +44 (0) 20 7710 7600
Matt Blawat
Ben Maddison
Francis North
Q4 PR Tel: +353 (0) 1 475 1444
Iarla Mongey, Public Relations Advisor to Uniphar Group
About Uniphar plc
Headquartered in Dublin, Ireland, Uniphar is an international diversified
healthcare services business servicing the requirements of more than 200
multinational pharmaceutical and medical technology manufacturers across three
divisions - Uniphar Medtech, Uniphar Pharma and Uniphar Supply Chain &
Retail. The Group is active in Europe, North America, APAC and MENA and
delivers to 160+ countries.
The Company's vision is to improve patient access to pharmaco-medical products
and treatments by enhancing connectivity between manufacturers and healthcare
stakeholders. Uniphar represents a strong combination of scale, growth, and
profitability.
Uniphar Medtech
Uniphar Medtech is a leading pan-European medical device distributor and
solutions partner. The Group's strategy for Uniphar Medtech is to grow our
service offering across Europe and expand our addressable market by serving
new specialities and new manufacturers.
Uniphar Pharma
Uniphar Pharma operates a global business with high-value services across the
life cycle of a pharmaceutical product. We enable pharma and biotech companies
to bring innovative medicines to global markets and provide healthcare
professionals with access to medicines they cannot source through traditional
channels. Our strategy is to build a leading platform to provide the
specialist support and expertise needed to improve access to these medicines.
Uniphar Supply Chain & Retail
Uniphar Supply Chain & Retail is the leading pharmaceutical wholesaler in
Ireland with a growing symbol group offering of retail pharmacies. The Group's
strategy for Uniphar Supply Chain & Retail is to grow our wholesale market
share, our symbol group network and our own brand, in-licenced and consumer
products portfolio.
Cautionary statement
This announcement contains certain projections and other forward-looking
statements with respect to the financial condition, results of operations,
businesses, and prospects of the Uniphar Group. These statements are based on
current expectations and involve risk and uncertainty because they relate to
events and depend upon circumstances that may or may not occur in the future.
There are a number of factors which could cause actual results or developments
to differ materially from those expressed or implied by these projections and
forward-looking statements. Any of the assumptions underlying these
projections and forward-looking statements could prove inaccurate or incorrect
and therefore any results contemplated in the projections and forward-looking
statements may not actually be achieved. Recipients are cautioned not to place
undue reliance on any projections and forward-looking statements contained
herein. Except as required by law or by any appropriate regulatory authority,
the Uniphar Group undertakes no obligation to update or revise (publicly or
otherwise) any projection or forward-looking statement, whether as a result of
new information, future events or other circumstances.
Overview
Uniphar Group has delivered an excellent performance in 2024 achieving growth
in gross profit and EBITDA. The Group grew gross profit by 9.6% which resulted
in EBITDA growth of 6.4%. The majority of the gross profit growth was achieved
organically at 8.2% with the remainder due to acquisitions completed in the
prior year. Importantly, the growth was achieved right across the Group with
each division delivering organic gross profit growth. 2024 represents one of
our best performing years for organic gross profit growth.
Uniphar Pharma delivered an excellent performance with gross profit growth of
17.8% with both the On Demand and Pharma Services business units contributing
to that growth. Uniphar Supply Chain & Retail achieved another strong
performance with 5.5% gross profit growth. Excluding the impact of the
McCauley Pharmacy Group and a small number of Independent Community Pharmacy
('ICP') acquisitions, organic growth of 2.7% represents consistent growth
across the division. Uniphar Medtech achieved 9.1% gross profit growth, all of
which was delivered organically reflecting strong performances in all our
markets with noteworthy growth in our UK and European markets.
Gross profit margin increased to 15.4% (2023: 15.3%), with increases in both
the Pharma and Medtech divisions and the Supply Chain & Retail division
broadly unchanged. The overall increase is driven by a continued focus on
operational excellence and growth into higher margin sectors and businesses.
EBITDA has increased by 6.4% (€7.5m) to €123.5m (2023: €116.0m)
primarily reflecting the organic growth, partially offset with the continued
investment in our teams, technology and new business opportunities which will
support the delivery of the Group's €200m EBITDA target. Adjusted EPS of
20.5 cent is 11.8% (2.2 cent) ahead of 2023 driven by the increased operating
profits and strong cash flow management is reflected in low leverage of 1.47x.
Return on capital employed (ROCE) for the rolling 12-month period closed at
15.2% (2023: 15.2%) which is at the upper end of the Group's medium-term
target of 12-15%. The ROCE is expected to move to within the guided range as
the Group completes its strategic investment programme which will deliver
improved growth and returns in the medium-term.
The Group's Balance Sheet remains robust with net bank debt of €147.7m and
leverage of 1.47x being well below the Group's medium-term target of not
exceeding 2.5x. This strong cash performance reflects effective cash
management and the benefit of favourable temporary cash flow timing movements
arising from the growth in the Pharma Services business that has led to an
increase in prepayments on certain EAP programmes. Free cash flow conversion
for the year was 105.5%, the definition of which was updated during 2024 to
include the principal and interest payments on leases. The Group's banking
facility consists of a €400m revolving credit facility and €150m of an
uncommitted accordion facility that supports a robust Balance Sheet to provide
the Group with long-term strategic and financial flexibility to drive
shareholder value over the long-term.
Further to the recent sale of Inspired Health, the Group's strong track record
of generating free cash flow, and the Board's confidence in the Group's
prospects, the Board considers the launch of a share buyback programme as
timely and appropriate. The intention is that the share buyback programme will
be for €35m and is expected to commence tomorrow 26(th) February 2025
subject to market conditions.
Sustainability
Sustainability remains a key focus for the Group and a core principle of how
we operate day-to-day. The Group has identified five sustainability pillars
that define our approach and we continue to make progress against each of the
pillars.
In April 2024 SBTi (Science Based Targets Initiative) validated the
science-based greenhouse gas emissions reduction targets submitted by Uniphar
plc to reduce absolute Scope 1 & 2 emissions by at least 50% by 2030.
Furthermore, as part of our commitment to SBTi we have also submitted a target
that over 73.5% of our suppliers (by emissions) covering purchased goods and
services will have science-based targets for emissions by 2027. In order to
achieve this, we have commenced an active supplier engagement programme in the
year. The Group also continues to focus on maintaining strong ratings from
external rating agencies with our most recent ratings with CDP being "B", MSCI
being "AAA" and a first percentile risk rating in the healthcare industry from
Sustainalytics.
The Group's commitment to community is reflected in our ongoing support of the
100 Million Trees Project throughout Ireland, together with our Unity for Hope
fundraising programme that raised €155,000 in 2024 and in excess of €1m
since its inception five years ago.
Acquisitions update
Uniphar continues to evaluate potential acquisition opportunities and
maintains an active pipeline of opportunities to further expand our capability
and geographic reach. The Group maintains a disciplined approach to capital
allocation and remains committed to ensuring capital is deployed in
investments that deliver a Return on Capital Employed within our target range
of 12% - 15% within three years.
Strategic capital expenditure update
Uniphar's track record of investment in technology has been a critical enabler
of the Group's transformational growth journey to date. Investing in modern
infrastructure in strategic locations has driven the Group's ability to
achieve growth at pace.
We are mid-way through a multi-year strategic investment programme in an
Irish-based distribution facility together with the technology platform to
maximise the efficiency of the facility. This facility will incorporate the
latest technologies to enable the business to drive operational efficiencies
and provide the infrastructure to double current capacity levels in the Supply
Chain & Retail division. The IT investment will provide the foundation to
future proof this market-leading division whilst enabling us to scale our
global Pharma platforms and is a key component in achieving our target of
€200m EBITDA by 2028. The initial build of the facility is complete with the
focus now moving to completing the technology infrastructure.
Our new distribution hub in the US is now operational and presents an
opportunity for Uniphar to expand the services we offer clients in the North
American market. We have completed the first phase of our continental European
hub in the Netherlands, with phase two due to complete in 2025 providing extra
capacity to support our rapidly growing Pharma and Medtech divisions. Given
the scale of the opportunity in the UK market, we are examining opportunities
to expand our current footprint there.
Current trading
Uniphar has entered the year with strong trading momentum and is trading
in-line with expectations.
Outlook
Uniphar remains well positioned to achieve continued organic Gross Profit
growth in each division in line with our medium-term targets and is confident
of delivering on current market expectations for the full year.
The Group announced an ambitious target in 2023 to grow Group EBITDA to
€200m over the medium-term which it now expects to deliver in 2028. This
target will be achieved through a combination of strong organic growth across
each division, complemented by M&A. The Group now expects that at least
80% of the growth will be organic. Consistent with its medium-term targets,
the Group is targeting organic gross profit growth in 2025 as follows:
· Uniphar Pharma: Double-digit
· Uniphar Medtech: High single-digit
· Uniphar Supply Chain & Retail: Low single-digit
M&A will continue to play an important role in Uniphar's growth strategy,
and the Group continues to have a disciplined approach to capital allocation
while managing an active pipeline of acquisition opportunities to further
enhance the Group's growth potential.
Principal Risks & Uncertainties
The Group's Risk Management Policy provides the framework to identify, assess,
monitor, and manage the risks associated with the Group's business. It is
designed to enable the Group to meet its business objectives by appropriately
managing, rather than eliminating, these risks.
2024 Highlights
The Group continues to ensure that the Risk Management Framework is integrated
in the day-to-day activities across the business. During the year ended 31
December 2024, the Group carried out the following:
· Reviewed the Group Risk Register, updating for all the key risks
facing the Group at this time.
· Performed a review of emerging and new risks, including
considering economic and geopolitical risk.
· Reviewed the relevance of existing risks and identified the
current principal risks.
· Continued to focus on Cybercrime related risks.
The key principal risks and uncertainties faced by the Group for the year
ended 31 December 2024 are summarised as follows:
Strategic Risks
· Economic, geopolitical and external environment risk - The global
macroeconomic, regulatory, political, and legal environment may impact the
markets in which we operate and in turn our client and supplier base. This may
adversely affect the financial and operational results of the Group. The Group
closely monitors global political and economic conditions and responds quickly
to any changes in circumstances or events.
· Acquisitions - Growth through acquisitions continues to remain a
key strategy for the Group. Failure to identify, complete and integrate
acquisitions successfully may directly impact the Group's projected growth.
· Key personnel and succession planning - Failure to attract,
retain and develop the skills and expertise of its people may adversely impact
the Group's performance.
· Market perception and reputational risk - Failure to deliver in
line with market expectations may result in reputational damage, impacting the
Group's ability to achieve its strategic targets.
· Loss of competitive position - Failure of the Group to respond to
any changes in the environment in which it operates may result in loss of
market share, which may put pressure on profitability and margins.
· Environment and sustainability - The global focus on
environmental and sustainability governance is recognised by the Group, and by
its stakeholders. Failure to appropriately assess, monitor, report and manage
the Group's impact on the environment and the communities in which it operates
may result in reputational damage, impacting the Group's ability to deliver
results. Furthermore, failure to comply with environmental and climate change
regulations and legislation may negatively affect the Group.
· Transformational project execution - The Group has embarked on
several transformational projects that will provide the platform and capacity
to grow over the coming years. Failure of the Group to effectively deliver
such projects may result in cost overruns or reputational damage impacting the
Group's ability to deliver strategic targets.
Operational Risks
· Cybercrime - Failure to protect against the ongoing threat of a
cyber-attack could lead to a breach in security, impacting operations,
financial transactions, and sensitive information. The knock-on impact from an
attack on one of our business partners is also an area of risk for the Group.
· IT systems - Digital capabilities are a specific strategic
offering of Uniphar; interruption or downtime may have a negative impact on
the Group's operations, financial, and competitive positions.
· Business interruption - External factors such as natural
disasters, environmental hazard or industrial disputes may result in potential
lost sales and loss of customer loyalty.
· Health & safety - Failure to implement and follow proper
health and safety procedures may have adverse effects on employees and
patients.
· Laws, regulations & compliance - Failure to operate under any
of the stringent laws and regulations the Group is subject to could result in
financial penalties, reputational damage, and a risk to business operations.
Financial Risks
· Foreign currency - The Group's reporting currency is Euro.
Exposure to foreign currency is present in the normal course of business,
together with the Group operating in jurisdictions outside of the Eurozone.
· Treasury - The Group is exposed to liquidity, interest rate and
credit risks. The Group is exposed to increases in interest rates and credit
risks from changes to economic conditions.
Financial Review
Summary Financial Performance
Growth
2024
Year ended 31 December €'000 2023 Reported Constant
€'000 currency
IFRS measures
Revenue 2,770,429 2,553,062 8.5% 8.3%
Gross profit 427,604 389,984 9.6% 9.4%
Operating profit 81,989 67,708 21.1% 21.1%
Basic EPS (cent) 23.5 16.4 43.3%
Alternative performance measures
Gross profit margin 15.4% 15.3%
EBITDA 123,458 115,985 6.4% 6.4%
EBITDA % 4.5% 4.5%
Adjusted EPS (cent) 20.5 18.3 11.8%
Net bank debt (147,676) (149,947)
Return on capital employed 15.2% 15.2%
Revenue
Revenue in the year amounted to €2.8bn representing an increase of 8.5%
(8.3% constant currency) on 2023. Revenue growth was achieved in all three
divisions with the most significant increase being in Uniphar Supply Chain
& Retail. This growth is driven by a strong performance in the year
together with the full year impact of the McCauley pharmacy acquisition in
early 2023.
Gross Profit
Gross profit growth of 9.6% (9.4% constant currency) with growth delivered
across all three divisions. This growth is mainly reflective of revenue growth
in addition to an increase in the Group's gross margin to 15.4% (2023: 15.3%).
Uniphar Pharma delivered a standout performance with gross profit growth of
17.8% whilst Uniphar Medtech and Uniphar Supply Chain & Retail delivered
growth of 9.1% and 5.5% respectively. Gross profit growth was predominantly
organic with Supply Chain & Retail reflecting the full year benefit of the
McCauley pharmacy group and a small number of ICP acquisitions in 2023.
Divisional gross profit
Growth
Year ended 31 December 2024 2023 Reported Constant Organic
€'000 €'000 Currency
Uniphar Medtech 108,915 99,870 9.1% 8.6% 9.1%
Uniphar Pharma 121,561 103,187 17.8% 17.3% 17.6%
Uniphar Supply Chain & Retail 197,128 186,927 5.5% 5.5% 2.7%
427,604 389,984 9.6% 8.2%
Administrative expenses
Pre-exceptional administrative expenses have increased by €25.3m to
€260.9m in 2024. This increase of 10.7% reflects the revenue growth of 8.5%
together with an element of investment in new business streams primarily in
the Uniphar Pharma division that are at an early stage of development. These
investments are developing their revenue pipelines and are anticipated to be
an important part of the growth of the Uniphar Pharma division in future
years.
EBITDA
EBITDA increased by €7.5m to €123.5m representing growth of 6.4% in the
year (constant currency 6.4%) and a consistent year-on-year EBITDA margin of
4.5%. The growth is reflective of the organic gross profit growth and an
element of incremental investment in the business to enable future growth.
Cost management and return on capital remains a focus of management especially
given the macroeconomic environment.
Exceptional Items
Exceptional items in the year amounted to a gain of €14.5m before tax (2023:
charge of €0.4m). This comprises three elements of costs totalling €5.6m
primarily relating to acquisition, redundancy and strategic business
transformation costs. This is partly offset by a gain on the disposal of
businesses and assets of €2.4m primarily relating to the sale of Inspired
Insight, LLC. A net release was booked of deferred contingent consideration of
€17.6m following a review of the expected performance against earn-out
targets and contractual obligations. Further details can be found in Note 3 of
the financial statements.
Earnings per Share
Basic earnings per share for the year at 23.5 cent is an increase of 7.1 cent
on 2023 which reflects strong growth in operating profit and the impact of the
exceptional gain relating to the net release of deferred contingent
consideration. The weighted average number of shares remains the same as in
2023.
Adjusted earnings per share is calculated after adjusting for amortisation of
acquisition related intangibles, exceptional costs and share-based payment
expenses. The Group's adjusted earnings per share for 2024 was 20.5 cent
(2023: 18.3 cent). Underlying adjusted earnings have increased by 11.8% from
€50.0m in 2023 to €55.9m in 2024.
Cash Flow and Net Bank Debt
The Group delivered a strong cash performance during the year, with a free
cash flow conversion of 105.5% and a net bank debt position of €147.7m
(2023: €149.9m).
Year ended 31 December 2024 2023
€'000 €'000
Net cash inflow from operating activities 124,268 52,511
Net cash outflow from investing activities (96,479) (90,428)
Net cash (outflow)/inflow from financing activities (11,488) 19,630
Foreign currency translation movement 1,039 235
Increase/(decrease) in cash and cash equivalents in the year 17,340 (18,052)
Movement in restricted cash 121 173
Non-cash movement in borrowings* (2,663) 577
Cash flow from movement in borrowings (12,527) (41,428)
Movement in net bank debt 2,271 (58,730)
*The Non-cash movement relates to foreign currency movement and amortisation
of refinancing transaction fees.
The Group continues to maintain a strong focus on working capital management,
and this is reflected in the cash generated from operating activities of
€124.3m. The main year-on-year movements reflect favourable working capital
benefits from the growth in the Pharma Services division that have led to an
increase in prepayments on certain programmes being partially offset by higher
interest and tax paid in the year.
The net cash outflow from investing activities of €96.5m principally
consisted of property, plant and equipment and intangible assets investment of
€101.9m (including strategic capital invested) together with deferred and
deferred contingent consideration payments of €16.3m. This is offset by the
disposal of businesses of €21.9m, principally Inspired Insight, LLC
("Inspired Health").
The net cash outflow from financing activities of €11.5m was primarily due
to repayments of borrowings of €33.7m which included the repayment of a US
Dollar loan following the disposal of Inspired Health, principal lease
payments of €18.3m and dividends of €5.1m, offset by loan drawdowns from
the revolver facility of €50.1m and a decrease in invoice discounting
facilities of €3.9m.
Debt Facility
The Group operates a revolving credit facility of €400m with an additional
uncommitted accordion facility of €150m. This facility which commenced in
August 2022 runs for five years to August 2027 with an option to extend by one
year and a further option to extend by an additional year up to August 2029
with repayment of all loans due on termination of the facility. There are
seven international banks in the current banking syndicate. Net bank debt was
€147.7m at 31 December 2024 (2023: 149.9m) and leverage marginally decreased
to 1.47x (2023: 1.58x). The facility combined with modest leverage and strong
free cash flow provides the Group with the platform to support future growth
and investment.
Taxation
The Group's total tax expense has increased by €3.6m to €11.4m driven by
the increase in pre-exceptional profits. The effective tax rate before
exceptional items has increased from 16.6% to 18.4% reflective of the
financial performance over multiple tax jurisdictions. The effective tax rate
is calculated as the pre-exceptional income tax expense for the year as a
percentage of the profit before tax and exceptional items.
Currency Exposure
The Group continues to expand into new geographies which, together with the
continued growth in existing geographies outside of the Eurozone, results in a
foreign exchange exposure for the Group being the translation of local income
statements and balance sheets into Euro for consolidation purposes.
On a constant currency basis, revenue increased by 8.3% vs. 8.5% reported
growth, gross profit increased 9.4% vs 9.6% reported growth and operating
profit increased by 21.1% vs. 21.1% reported growth.
2024 2023
Average Average
Great British Pound 0.847 0.870
US Dollar 1.082 1.081
Swedish Krona 11.431 11.473
Australian Dollar 1.639 1.628
Return on Capital Employed (ROCE)
Group ROCE of 15.2% (2023: 15.2%) is consistent with the prior year and is
marginally ahead of the Group's target range of 12%-15%. This strong return is
achieved notwithstanding the significant investment in 2024 in the Group's new
high-tech distribution facility in Ireland. Once complete, this investment
will deliver significant efficiencies and capabilities and support the
long-term growth of the Uniphar Supply Chain & Retail division. The ROCE
metric is anticipated to trend to within the Group's target range of 12%-15%
as the strategic investment programme reaches completion. Details on the
calculation of ROCE is included in the APMs section.
Dividends
The Board remains committed to a progressive dividend policy as stated at the
time of IPO. The Directors are proposing a final dividend of €3.4m
(€0.0125 per ordinary share), subject to approval at the Company's AGM. It
is proposed to pay the dividend on 16 May 2025 to ordinary shareholders on the
Company's register at 5 p.m. on 25 April 2025. Together with the interim
dividend of €1.8m (€0.0067 per ordinary share) paid in October 2024 this
brings the total dividend for the year to €5.2m (€0.0192 per ordinary
share) representing an increase of 4.9% on 2023 (€0.0183 per ordinary
share).
Operational overview
Uniphar Medtech
Growth
Year ended 31 December Reported Constant
2024 2023 currency
€'000 €'000
Revenue 267,968 249,216 7.5% 7.1%
Gross profit 108,915 99,870 9.1% 8.6%
Gross margin % 40.6% 40.1%
Performance highlights
- Gross profit growth of 9.1% all of which is organic
- Growth strategy delivering significant growth in the UK laying
the foundation for further significant growth in both the UK and EU
- Continued focus on operational excellence delivering increase in
Gross margin to 40.6%
- Number of specialities serviced in the UK market increased from
two to six
- Growth of our European offering by leveraging existing
interventional specialities into new countries
- 74 manufacturers represented in two or more countries
Who we are
Uniphar Medtech is the leading European medical device distributor offering
end-to-end solutions and expertise across sales, marketing, quality,
compliance, regulatory and market access to the world's top medical device
manufacturers. The division is a high-growth diversified healthcare services
provider, offering best-in-class products and services across multiple
specialities to both the public and private sectors. The business is
headquartered in Ireland with a presence in 16 markets primarily across Europe
in addition to a partnership network elsewhere.
What we do
Uniphar Medtech is an expert provider across a wide range of specialisms with
market-leading positions in interventional cardiology/radiology, orthopaedics,
ophthalmology, minimally invasive surgery, diagnostic imaging and critical
care. We enable life changing innovation across each of our markets of
operation and view our compliance offering as a competitive advantage. The
division has established long-standing exclusive distribution agreements with
some of the world's leading manufacturers of medical devices and is one of
only a few companies in Europe fully accredited with service license
agreements for several global medical device brands. Our team excels at
building strong partnerships between healthcare providers and world-class
medical device manufacturers, ensuring that life-changing medical devices
reach the healthcare professionals and the patients who need them.
Relationships
At Uniphar Medtech, people and the relationships they cultivate are at the
heart of our business. Supplier expansion is a key pillar of our growth
strategy, with long-standing partnerships with manufacturers driving our entry
into new geographical regions. Our manufacturers trust us to represent their
brands in daily interactions with healthcare professionals, making our
relationships with the medical community crucial. The majority of our sales
representatives in the Medtech division come from clinical backgrounds,
allowing them to engage with customers in a peer-to-peer manner. As medtech
solutions become more sophisticated, the purchasing decision is increasingly
led by physicians with the specific knowledge of the individual patients'
case. Our strong relationships with these frontline professionals are a key
asset to the division.
Innovation
The Medtech sector has been a leader in the healthcare industry, driving
innovation to enhance the quality of patient care. Recent advancements in
products and technologies have delivered significant operational and cost
efficiencies for healthcare providers, while also improving clinical outcomes
for patients. One area experiencing notable growth is the use of robotics in
surgery, as physicians increasingly turn to technology to enhance their skills
and achieve greater precision, particularly for routine procedures. Uniphar
Medtech is proud to represent global robotic manufacturers in the orthopaedic
and minimally invasive surgery specialties, playing a key role in accelerating
the digital transformation of healthcare.
Performance in 2024
The division delivered a strong performance in 2024 growing gross profit by
9.1% all of which was achieved organically. This growth was delivered across
all of our regions through excellent performance with existing suppliers in
the market, in addition to bringing existing and new suppliers into new areas
of partnership. In particular, the division achieved strong growth in Germany,
the UK and the Nordics in 2024. Furthermore, in the UK, the division grew the
number of specialities serviced from two to six in the year.
An efficient central support function is essential to providing a world-class
service to our clients. The current scale of the division enables it to
optimise technical and clinical knowledge along with central support services
to drive growth in new markets. The platform that the division has developed
in recent years enables it to leverage these essential skills in building a
sustainable and efficient platform to further expand.
Outlook
Uniphar Medtech has a strong team in place with the experience and tenure to
understand its clients and provide solutions to the challenges they encounter.
The business has delivered significant growth in recent years expanding both
the range of specialities and the geographies it services. As the business
moves forward, it has significant opportunities notably in the UK and mainland
Europe in supporting existing and new clients grow their market share.
Furthermore, the division has now established a presence in Switzerland and
Austria to better support clients in those markets. The division has deep
relationships in the Irish market which are expected to continue to drive
growth there.
Our growth strategy is driven by our dedication to deliver an outstanding
performance for manufacturers and growing with them into a multiplicity of
markets delivering the same success wherever we work with them. 2024 witnessed
great strides in partnership across the EU and the UK setting a great
foundational platform for future growth. The division has the market access,
service platform, leadership team, expertise and track record to capitalise on
the opportunities ahead of it.
Uniphar Pharma
Growth
Year ended 31 December 2024 2023 Reported Constant
€'000 €'000 currency
Revenue 658,814 592,226 11.2% 10.7%
Gross profit 121,561 103,187 17.8% 17.3%
Gross margin % 18.5% 17.4%
Performance highlights
- Gross profit growth of 17.8% achieved in 2024 of which 17.6% was
achieved organically with growth in both the On Demand and Pharma Services
business units
- Continued growth in gross profit margin as the business expands
into higher margin activities
- Strong performance in the On Demand business solving market
supply challenges and ensuring continued access to difficult-to-source
medicines for customers
- 17 new Expanded Access Programs (EAPs) onboarded in the year
Who we are
Uniphar Pharma's goal is to provide access to innovative medicines and
therapies and help manufacturers optimise value for their assets globally. The
division operates on a global scale, delivering integrated, high-value
services throughout the life cycle of a pharmaceutical product- from molecule
to market.
What we do
We collaborate with pharmaceutical and biotech companies to address the
challenges of today's healthcare market, from bringing innovative medicines to
global markets to ensuring healthcare professionals have access to medicines
that are difficult to source through traditional channels. The division
utilises our global network of facilities and locally-based clinical,
regulatory and logistics experts to support our clients and to solve their
unique challenges with customised solutions. The division offers two distinct
service lines: On Demand and Pharma Services.
On Demand
Our On Demand business is a leading global provider of unlicenced and
difficult to source medicines serving both primary and secondary care
customers. Our procurement teams specialise in resolving supply challenges for
medicines that are in short supply to ensure the continuity of supply to
patients who rely on them around the globe. On Demand also supports clinical
trials through the sourcing, labelling and supply of comparator medicines in
addition to operating an Aid and Development business that supplies
much-needed products to governments and international organisations. Our
unrivalled expertise in logistics, national and international regulatory
affairs, reimbursement policies and quality procedures together with strong
relationships with pharma manufacturers, make our team a leading partner in
their field. The business sources medicines from in excess of 40 countries and
supplies more than 160 countries.
Pharma Services
The Pharma Services business provides high-value services to pharma and
biotech companies across the life cycle of a product supporting our clients in
navigating the barriers to launch and commercialisation in their target
markets. Our end-to-end suite of services remove barriers to launch and
increase access to providers and patients. Uniphar is the only company
worldwide to have provided global expanded access programs for cell and gene
therapies and is the market leader for these complex treatments. Our
capabilities in the market include Outsourced Product Development, Expanded
Access Programs, Regulatory Affairs, Medical Affairs, Insight-Driven Sales
& Marketing, Quality Assurance, and Supply Chain Management.
Future of Pharma
The pharmaceutical industry is undergoing significant changes that pose
challenges for manufacturers, healthcare professionals, and patients alike.
New complex treatments, growing regulatory burden and a focus on larger
markets have disrupted the traditional balance of the healthcare sector.
Consequently, pharma/biotech companies are seeking partners with the global
expertise and reach to help them to supply and commercialise their specialist
products in smaller markets. Simultaneously, healthcare professionals are
grappling with persistent medicine shortages needed for patient care.
Performance in 2024
Uniphar Pharma delivered an outstanding performance in 2024 with organic gross
profit growth of 17.6%. The On Demand business continues to perform well by
offering solutions and expertise to help our customers bring
difficult-to-source medicines to those who need them in addition to serving
markets where medicines may otherwise be unavailable. The On Demand business
operates across Europe, Asia Pacific and US markets. The recent acquisitions
of BModesto and Orspec Group have enabled the Group to further leverage
relationships in their respective markets for the benefit of the wider Group.
BModesto announced the investment in a new state of the art distribution
facility in the Netherlands during 2024 which will significantly expand their
capacity and the services the business can offer our customers and the market
and provide the Group with a sizable facility in mainland Europe.
Pharma Services performed strongly in the year with continued growth in EAP
programs. As our EAP offering becomes more established in the market, clients
are increasingly looking to Uniphar to partner with them to provide additional
services across the product life cycle. Uniphar is proud to have been the only
company to have provided global expanded access for cell and gene therapies in
2024 making the business a market leader for bringing these treatments to
market.
Outlook
Uniphar Pharma has strengthened its service offering considerably in recent
years both through acquisition and the development of new capabilities. The
business is now capable of supporting manufacturers from "molecule to market"
across all stages of the product life cycle in addition to helping healthcare
practitioners (HCPs) get access to difficult-to-source medicines. Uniphar
Pharma's target for organic gross profit growth is to deliver double digit
growth over the medium-term. Our flexible and innovative approach to providing
solutions, combined with our enhanced scale and reach, will allow us to take a
leadership position in this market in the medium-term.
Uniphar Supply Chain & Retail
Growth
2023 Reported
Year ended 31 December 2024 €'000 Constant
€'000 currency
Revenue 1,843,647 1,711,620 7.7% 7.7%
Gross profit 197,128 186,927 5.5% 5.5%
Gross margin % 10.7% 10.9%
Performance highlights
- 5.5% growth in gross profit of which 2.7% was achieved
organically
- Retail brands among the most trusted in Ireland with all four
brands ranked in top 12 in CXi Customer Experience survey
- Wholesale volumes increased by 7% ahead of the market growth of
5%
- Multi-year investment in new distribution facility and IT
infrastructure progressing to plan with property fitout completed during the
year
Who we are
Uniphar Supply Chain & Retail is the vertically integrated pharmaceutical
distribution and retail pharmacy division of the Group. The division comprises
of Pre-wholesale, Wholesale and Retail pharmacy businesses that work together
to supply medicines, consumer products and pharmacy services to our customers.
Uniphar holds c.54% of the wholesale market and c.60% of the hospital supply
market in Ireland.
What we do
Pre-wholesale
The pre-wholesale business unit supports pharmaceutical manufacturers with
tailored and innovative distribution solutions to bring their products to the
Irish market. Pre-wholesale is a key element of the vertically integrated
offering that Supply Chain & Retail brings to the market. The
Pre-wholesale business performed strongly in 2024 and begins 2025 from a
position of strength, having secured contract renewals with several
long-established manufacturers whilst advancing new business opportunities
with key client partners. The growing demand for specialist medicines
requiring temperature-controlled storage and distribution, combined with the
expertise of our team, places the Pre-wholesale business in an ideal position
to meet the rising needs of its clients.
Wholesale
The Wholesale business efficiently, reliably, and securely supplies critical
medicines to pharmacies and hospitals in Ireland, playing a vital role in
improving patient health. At the heart of the business is the delivery of
prescription and OTC (over-the-counter) products to community and hospital
pharmacies across Ireland. Additionally, we offer a broad range of consumer
products, which have become a key driver of growth in recent years. Our goal
is to be the preferred partner for pharmacies by delivering world-class
service levels alongside a comprehensive range of consumer products. The
investment programme in the new distribution facility in Dublin continues to
progress well while the business prepares for the extra capacity, efficiencies
and capabilities that the new infrastructure will deliver for the Group.
Retail
Our Retail pharmacy business unit comprises 445 pharmacies that are owned,
franchised or supported by the Group. The business operates across four brands
- Hickey's, McCauley, Allcare and Life Pharmacy - and together form one of the
largest pharmacy groups in Ireland. Community pharmacy plays a prominent role
as a trusted support to patients and is increasingly seen as a primary care
destination for healthcare services. During 2024, all four of our brands
featured in the top 12 brands in Ireland in the CXi Customer Experience annual
survey with Life Pharmacy ranked number two overall and the number one brand
for customer experience.
Performance in 2024
The division achieved Gross profit growth of 5.5% of which 2.7% was achieved
organically. This level of growth is delivered through relentless focus on
operational excellence and a dedication to offering a high service level to
customers. The Wholesale business grew at a higher rate than the market in
2024 increasing market share to c.54%. The Retail brands are among the most
trusted in Ireland by consumers who look to us as their healthcare partner.
The division continues to focus on investing in the people and infrastructure
to take the business forward. The multi-year investment in our new
distribution facility and IT infrastructure in Dublin continues to progress to
plan with the division substantially completing the fitout of the property
during the year.
Outlook
The Supply Chain & Retail division's success is defined by its commitment
to operational excellence and service delivery for our customers. Our goal is
to be the one-stop shop for community pharmacies, offering reliable solutions
for not only their prescription and OTC (over-the-counter) needs but also
their front-of-shop and consumer product requirements. Community pharmacy in
Ireland is an important element of the healthcare system with 7 out of 8 Irish
adults visiting a pharmacy every month and 42% of the population living within
one kilometre of a pharmacy. Our vertically integrated Supply Chain &
Retail division is well positioned to capitalise on the growth of community
pharmacy as one of Ireland's largest pharmacy networks. The division continues
to look forward to its new distribution facility which will significantly
expand capacity and provide the infrastructure for the coming years to scale
the division further in addition to supporting the next generation of digital
pharmacy.
Group Income Statement
for the year ended 31 December 2024
2024 2024 2024 2023 2023 2023
Pre- Exceptional Total Pre- Exceptional Total
exceptional (Note 3) exceptional (Note 3)
Notes €'000 €'000 €'000 €'000 €'000 €'000
Revenue 2 2,770,429 - 2,770,429 2,553,062 - 2,553,062
Cost of sales (2,342,825) - (2,342,825) (2,163,078) - (2,163,078)
Gross profit 427,604 - 427,604 389,984 - 389,984
Selling and distribution costs (82,018) - (82,018) (76,976) - (76,976)
Administrative expenses (260,936) (5,556) (266,492) (235,648) (8,865) (244,513)
Other operating income/(expense) 500 2,395 2,895 395 (1,182) (787)
Operating profit 85,150 (3,161) 81,989 77,755 (10,047) 67,708
Finance cost 4 (25,917) 17,625 (8,292) (25,024) 9,624 (15,400)
Finance income 4 1,897 - 1,897 590 - 590
Profit before tax 61,130 14,464 75,594 53,321 (423) 52,898
Income tax expense (11,239) (119) (11,358) (8,834) 1,084 (7,750)
Profit for the financial year 49,891 14,345 64,236 44,487 661 45,148
Attributable to:
Owners of the parent 64,203 44,815
Non-controlling interests 33 333
Profit for the financial year 64,236 45,148
Attributable to:
Continuing operations 64,236 45,148
Profit for the financial year 64,236 45,148
Earnings per ordinary share (in cent):
Continuing operations 23.5 16.4
Basic and diluted earnings per share (in cent) 5
23.5 16.4
Group Statement of Comprehensive Income
for the year ended 31 December 2024
2024 2023
€'000 €'000
Profit for the financial year 64,236 45,148
Other comprehensive income/(expense)
Items that may be reclassified to the Income Statement:
Unrealised foreign currency translation adjustments 6,380 697
Cumulative exchange difference on translation recycled on disposal (223) -
Total comprehensive income for the financial year 70,393 45,845
Attributable to:
Owners of the parent 70,360 45,512
Non-controlling interests 33 333
Total comprehensive income for the financial year 70,393 45,845
Group Balance Sheet
As at 31 December 2024
2024 2023
ASSETS Notes €'000 €'000
Non-current assets
Intangible assets - goodwill 7 507,607 517,087
Intangible assets - other assets 7 59,696 44,565
Property, plant and equipment, and right-of-use assets 8 284,796 206,700
Financial assets - Investments in equity instruments 25 25
Deferred tax asset 8,718 11,792
Other receivables 1,244 1,458
Total non-current assets 862,086 781,627
Current assets
Inventory 201,582 184,549
Trade and other receivables 248,882 237,560
Cash and cash equivalents 102,992 85,652
Restricted cash 294 173
Total current assets 553,750 507,934
Total assets 1,415,836 1,289,561
EQUITY
Capital and reserves
Called up share capital presented as equity 9 21,841 21,841
Share premium 176,501 176,501
Share-based payment reserve 5,936 3,542
Other reserves 8,862 2,705
Retained earnings 188,615 128,213
Attributable to owners 401,755 332,802
Attributable to non-controlling interests 126 818
Total equity 401,881 333,620
LIABILITIES
Non-current liabilities
Borrowings 10 241,646 222,604
Deferred contingent consideration 11 7,157 31,538
Provisions 12 1,827 1,752
Lease obligations 13 132,612 126,083
Total non-current liabilities 383,242 381,977
Current liabilities
Borrowings 10 9,316 13,168
Deferred contingent consideration 11 32,025 43,523
Lease obligations 13 22,580 20,134
Trade and other payables 562,969 490,283
Corporation tax 3,823 6,856
Total current liabilities 630,713 573,964
Total liabilities 1,013,955 955,941
Total equity and liabilities 1,415,836 1,289,561
Group Statement of Changes in Equity
for the year ended 31 December 2024
Other Reserves
Share Share Share- Foreign Revaluation Capital Retained Attributable Total
capital premium based currency reserve redemption earnings to non- shareholders'
payment translation reserve controlling equity
reserve reserve interests
€'000 €'000 €'000 €'000 €'000 €'000 €'000 €'000 €'000
At 1 January 2023 21,841 176,501 718 1,248 700 60 88,476 239 289,783
Profit for the financial year - - - - - - 44,815 333 45,148
Other comprehensive expense
Movement in foreign currency translation reserve - - - 697 - - - - 697
Transactions recognised directly in equity:
Movement in share-based payment reserve - - 2,824 - - - - - 2,824
Purchase of non-controlling interest - - - - - - (246) 246 -
Dividends paid - - - - - - (4,832) - (4,832)
At 31 December 2023
21,841 176,501 3,542 1,945 700 60 128,213 818 333,620
At 1 January 2024 21,841 176,501 3,542 1,945 700 60 128,213 818 333,620
Profit for the financial year - - - - - - 64,203 33 64,236
Other comprehensive income
Movement in foreign currency translation reserve - - - 6,157 - - - - 6,157
Transactions recognised directly in equity:
Movement in share-based payment reserve - - 2,944 - - - - - 2,944
Transfer on exercise, vesting or lapse of share-based payments - - (550) - - - 550 - -
Purchase of non-controlling interest - - - - - - 725 (725) -
Dividends paid - - - - - - (5,076) - (5,076)
At 31 December 2024
21,841 176,501 5,936 8,102 700 60 188,615 126 401,881
Group Cash Flow Statement
Year ended 31 December 2024
2024 2023
Notes €'000 €'000
Operating activities
Cash inflow from operating activities 15 162,816 82,149
Interest paid (22,080) (16,186)
Interest received 1,897 590
Interest paid on lease liabilities 13 (7,235) (4,884)
Corporation tax payments (11,130) (9,158)
Net cash inflow from operating activities 124,268 52,511
Investing activities
Payments to acquire property, plant and equipment - Maintenance (10,911) (7,192)
Payments to acquire property, plant and equipment - Strategic projects (68,643) (14,066)
(Payments)/Receipts from disposal of property, plant and equipment (net of (180) 991
disposal expenses)
Receipts from disposal of businesses (net of cash disposed and disposal 21,934 718
expenses)
Payments to acquire intangible assets - Maintenance (6,172) (3,771)
Payments to acquire intangible assets - Strategic projects (16,182) (6,925)
Receipts from disposal of assets held for sale - 1,600
Payments to acquire subsidiary undertakings (net of cash acquired) - (29,809)
Repayment of debt acquired on acquisition of subsidiary undertakings - (22,664)
Payments on prior year acquisitions (254) (842)
Payment of deferred and deferred contingent consideration (16,071) (8,568)
Receipt of deferred consideration receivable - 100
Net cash outflow from investing activities (96,479) (90,428)
Financing activities
Proceeds from borrowings 50,050 35,750
Repayments of borrowings (33,671) (1,600)
(Decrease)/increase in invoice discounting facilities (3,852) 7,278
Movement in restricted cash (121) (173)
Payment of dividends (5,076) (4,832)
Acquisition of further equity in subsidiaries (483) (189)
Principal element of lease payments (18,335) (16,604)
Net cash (outflow)/inflow from financing activities (11,488) 19,630
Increase/(decrease) in cash and cash equivalents in the year 16,301 (18,287)
Foreign currency translation on cash and cash equivalents 1,039 235
Opening balance cash and cash equivalents 85,652 103,704
Closing balance cash and cash equivalents 14 102,992 85,652
Notes to the Consolidated Financial Statements
1. General information
Basis of preparation
The 2024 financial statements have been audited, with an unqualified audit
report and have been approved by the Board of Directors. The financial
information set out in this document does not constitute full statutory
financial statements but has been derived from the Group financial statements
for the year ended 31 December 2024. In accordance with the AIM and Euronext
Growth Rules the consolidated financial statements of Uniphar plc and its
subsidiaries (the 'Group') have been prepared in accordance with International
Financial Reporting Standards (IFRS) and interpretations issued by the IFRS
Interpretations Committee (IFRS IC) applicable to companies reporting under
IFRS, as adopted by the EU and as applied in accordance with the Companies Act
2014.
The financial information in the consolidated financial statements has been
prepared on a basis consistent with that adopted for the year ended 31
December 2023.
The Group's consolidated financial statements are prepared for the year ended
31 December 2024. The consolidated financial statements incorporate the
Company and all of its subsidiary undertakings. A subsidiary undertaking is
consolidated by reference to whether the Group has control over the subsidiary
undertaking. The Group controls an entity when the Group is exposed to, or has
rights to, variable returns from its involvement with the entity and has the
ability to affect those returns through its power to direct the activities of
the entity.
Uniphar plc is incorporated in the Republic of Ireland under registration
number 224324 with a registered office at 4045 Kingswood Road, Citywest
Business Park, Co. Dublin, D24 V06K.
The statutory financial statements will be filed with the Companies
Registration Office in line with the Annual Return date.
Going Concern
The Directors have made appropriate enquiries and carried out a thorough
review of the Group's forecasts, projections and available banking facilities
taking account of committed outflows including contingent consideration and
committed capital expenditure. Consideration was also given to possible
changes in trading performance and potential business risks. The forecasts
indicate significant liquidity headroom will be maintained above the Group's
borrowing facilities and applicable financial covenants will be met throughout
the forecast period.
The Group has a robust capital structure with strong liquidity, supported into
the future by the banking facility, with a remaining term extending to August
2027 with an option to extend by one year and a further option to extend by an
additional year up to August 2029. At the 31 December 2024, the headroom on
the undrawn portion of the borrowing facilities (both committed and
uncommitted facilities) was €308.4m (2023 €327.4m).
Having regard to the factors outlined above, the Directors have a reasonable
expectation that the Group has adequate resources to continue in operational
existence for the foreseeable future, being a period of 12 months from the
date of approval of these financial statements. As a result, the Directors
consider that it is appropriate to continue to adopt the going concern basis,
in preparing the financial statements.
New Standards, Amendments, and Interpretations
The Group has applied the following standards and amendments for the first
time for its annual reporting period commencing 1 January 2024:
New
· Amendments to IAS 1 - Classification of Liabilities as Current or
Non-current liabilities with covenants
· Amendments to IAS 7 and IFRS 7 - Supplier finance arrangements
· Amendments to IFRS 16 - Lease Liability in a Sale and Leaseback
The amendments listed above did not have any impact on the amounts recognised
in prior periods and are not expected to significantly affect the current or
future periods.
New standards and interpretations not yet adopted
The following accounting standards and interpretations have been published but
are not mandatory for 31 December 2024 reporting periods and have not been
early adopted by the Group:
· Amendments to IAS 21 to clarify the accounting when there is a
lack of exchangeability
· Amendments to IFRS 9 and IFRS 7 - Amendments to the
classification and measurement of Financial Instruments
· IFRS 8 - Presentation and Disclosure in Financial Statements
· IFRS 19 - Subsidiaries without Public Accountability: Disclosures
These standards are not expected to have a material impact in the current or
future reporting periods or on foreseeable future transactions.
2. Revenue and Operating Segments
2024 2023
€'000 €'000
Revenue 2,770,429 2,553,062
2024 2023
€'000 €'000
Uniphar Medtech 267,968 249,216
Uniphar Pharma 658,814 592,226
Uniphar Supply Chain & Retail 1,843,647 1,711,620
Total Revenue 2,770,429 2,553,062
Segmental information
Segmental information is presented in respect of the Group's geographical
regions and operating segments. The operating segments are based on the
Group's management and internal reporting structures.
Geographical analysis
The Group operates in three principal geographical regions being the Republic
of Ireland, the Netherlands and the UK. The Group also operates in several
other European countries, the US and the Asia Pacific region which are not
material for separate identification.
The following is a geographical analysis presented in accordance with IFRS 8
'Operating Segments' which requires disclosure of information about the
country of domicile (Ireland) and countries with material revenue.
2024 2023
€'000 €'000
Ireland 2,108,815 1,952,604
UK 206,896 186,820
The Netherlands 206,266 205,905
Rest of the World (ROW) 248,452 207,733
2,770,429 2,553,062
Operating segments
IFRS 8 "Operating Segments" requires the reporting information for operating
segments to reflect the Group's management structure and the way the financial
information is regularly reviewed by the Group's Chief Operating Decision
Maker (CODM), which the Group has defined as the Board of Directors.
The Group operates with three divisions: Uniphar Medtech, Uniphar Pharma and
Uniphar Supply Chain & Retail. These divisions align to the Group's
operational and financial management structures:
· Uniphar Medtech provides outsourced services, specifically sales,
distribution and support services to medical device manufacturers. The
business is headquartered in Ireland with a presence in 16 markets primarily
across Europe in addition to a facility in the US to support clients seeking
to access the North American market;
· Uniphar Pharma operates a global business with high-value services
across the life cycle of a pharmaceutical product. The business enables pharma
and biotech companies to bring innovative medicines to global markets and
provide healthcare professionals with access to medicines they cannot source
through traditional channels. Our strategy is to build a leading platform to
provide the specialist support and expertise needed to improve access to these
medicines. The division operates through its On Demand and Pharma Services
business units; and
· Uniphar Supply Chain & Retail provides both pre-wholesale and
wholesale distribution of pharmaceutical, healthcare and animal health
products to pharmacies, hospitals and veterinary clinics in Ireland. Uniphar
operates a network of pharmacies under the Life, Allcare, Hickey's and
McCauley brands. Additionally, through the extended Uniphar symbol group, the
business provides services and supports that help independent community
pharmacies to compete more effectively.
Operating segments results
The Group evaluates performance of the operational segments on the basis of
gross profit from operations.
2024 2024 2024 2024
Uniphar Medtech Uniphar Pharma Uniphar Supply Chain & Retail Total
€'000
€'000 €'000
€'000
Revenue 267,968 658,814 1,843,647 2,770,429
Gross profit 108,915 121,561 197,128 427,604
2023 2023 2023 2023
Uniphar Medtech Uniphar Pharma Uniphar Supply Chain & Retail Total
€'000
€'000 €'000
€'000
Revenue 249,216 592,226 1,711,620 2,553,062
Gross profit 99,870 103,187 186,927 389,984
There are no material dependencies or concentrations on individual customers
which would warrant disclosure under IFRS 8 'Operating Segments'.
Assets and liabilities are reported to the Board at a Group level and are not
reported on a segmental basis.
3. Exceptional income/(charge)
2024 2023
€'000 €'000
Professional fees including acquisition costs (1,243) (2,206)
Redundancy and restructuring costs (2,369) (2,679)
Acquisition integration costs (488) (2,611)
Strategic business transformation (1,320) (1,413)
Gain/(loss) on disposals of businesses and assets 2,395 (1,182)
Other exceptional (costs)/ income (136) 44
Exceptional charge recognised in operating profit (3,161) (10,047)
Decrease in deferred contingent consideration 17,625 9,624
Exceptional credit recognised in finance cost 17,625 9,624
Exceptional (charge)/credit recognised in income tax (119) 1,084
Total exceptional income 14,345 661
Professional fees including acquisition costs:
Professional fees including acquisition costs are primarily costs relating to
transactions under consideration in the year.
Redundancy and restructuring costs:
Redundancy and restructuring costs include redundancy, ex gratia and
termination costs and other costs arising on reorganisations and recent
acquisitions.
Acquisition integration costs:
Acquisition integration costs primarily relate to costs incurred on the
integration of recent acquisitions into the expanded Group. Such costs include
those associated with winding-down and exiting facilities acquired in recent
acquisitions in addition to professional fees incurred to optimise the
integration of recent acquisitions.
Strategic business transformation:
Strategic business transformation are costs associated with establishing the
strategic platform that will enable the next phase of growth. They include
costs associated with the Group's strategic capital expenditure programmes
whilst in the initiation phase together with the costs of establishing a
strategic presence in new markets. The costs include setup costs, initiation
costs and relocation costs in addition to the costs of a long-term incentive
plan associated with building a strategically significant business in the US
market.
Deferred contingent consideration:
Deferred contingent consideration of €17,625,000 relates to a net credit to
the Group Income Statement following a review of the expected performance of a
number of acquisitions completed in prior years against contractual earn-out
targets. An additional provision of €21,622,000 was recognised in respect
of acquisitions in the Uniphar Pharma division that have exceeded
previous performance expectations. For these acquisitions, the expectation
is that the maximum amount payable under the earn-out agreement will be
payable. An amount of €39,247,000 was released in respect of acquisitions in
the Uniphar Pharma and Uniphar Medtech divisions following a review of
expected performance having reference to the application of the specific
earn-out terms. This includes €22,219,000 in respect of acquisitions whose
earn-outs concluded on 31 December 2024 and €13,100,000 in respect of
acquisitions whose earn-outs conclude in mid-2025. There were various
factors involved in the performance outcomes and the ultimate payments are
sensitive to relatively small movements in profitability. Further
information is included in Note 11.
In the prior year, deferred contingent consideration relates to a release of
€6,768,000 following a review of expected performance against contractual
earn out targets in relation to US-based acquisitions. A further amount of
€2,856,000 was released in respect of three other acquisitions that had
reached the end of their contractual earn out periods.
Gain on disposal of businesses and assets
Notes Businesses Assets Total
2024 2024 2024
€'000 €'000 €'000
Property, plant and equipment, and right-of-use assets (1,505) (22,880) (24,385)
Goodwill 7 (17,704) - (17,704)
Deferred tax asset (5,420) - (5,420)
Deferred contingent consideration 4,446 - 4,446
Cash disposed (846) - (846)
Inventories, receivables and payables (653) 2,102 1,449
Other non-current liabilities 1,242 21,259 22,501
Net (assets)/liabilities disposed (20,440) 481 (19,959)
Reclassification of currency translation effects on disposal 223 -
223
Total (20,217) 481 (19,736)
Proceeds from disposals (net of disposal costs) 22,465 (334) 22,131
Gain on disposal of businesses and assets 2,248 147 2,395
Net cash inflow/(outflow) on disposal: Businesses Assets Total
2024 2024 2024
€'000 €'000 €'000
Cash received 24,307 - 24,307
Less: Cash disposed (846) - (846)
Less: Disposal related costs paid (1,527) (303) (1,830)
Net cash inflow/(outflow) on disposal 21,934 (303) 21,631
Gain on disposal of businesses and assets:
The Group disposed of its investments in Inspired Insight, LLC and Duffy's
Medical Hall Limited during the year which resulted in a profit on the
disposal of businesses of €2,248,000. Furthermore, the Group disposed of a
number of non-current assets that resulted in a gain on disposal of
€147,000. These non-current assets included the disposal of a lease for a
building which the Group purchased pursuant to a call option executed at
initiation of the lease agreement. Property, Plant and Equipment assets with a
net book value of €2,454,000 were disposed of for nil consideration in
conjunction with the lease disposal. No consideration was received for exiting
this lease resulting in a profit on disposal.
4. Finance cost and Finance income
2024 2023
€'000 €'000
Finance cost
Interest on lease obligations (Note 13) (5,323) (4,884)
Interest payable on borrowings and invoice discounting facilities (18,603) (17,199)
Unwinding of discount applicable to deferred and deferred contingent (1,540) (2,506)
consideration
Unwinding of discount applicable to long term incentive programme (20) (4)
Amortisation of refinancing transaction fees (431) (431)
Finance cost before exceptional credit (25,917) (25,024)
Decrease in fair value of deferred contingent consideration (Note 3) 17,625 9,624
Exceptional credit recognised in finance cost 17,625 9,624
Total Finance cost (8,292) (15,400)
Finance costs do not include capitalised borrowing costs of €2,697,000
(2023: €791,000) on qualifying assets (Notes 7 and 8). Interest is
capitalised at the Group's weighted average interest rate for the period of
5.5% (2023: 5.3%).
2024 2023
€'000 €'000
Finance income
Interest income 1,897 590
Total Finance income 1,897 590
5. Earnings per share
Basic and diluted earnings per share have been calculated by reference to the
following:
2024 2023
Profit for the financial year attributable to owners (€'000) 64,203 44,815
Weighted average number of shares ('000) 273,015 273,015
Earnings per ordinary share (in cent):
- Basic 23.5 16.4
- Diluted 23.5 16.4
Diluted earnings per share is calculated by adjusting the weighted average
number of ordinary shares outstanding to assume conversion of all dilutive
potential ordinary shares.
Adjusted earnings per share is an Alternative Performance Measure (APM) and is
presented below. Adjusted earnings per share supports the understanding of
performance by excluding the impact of exceptional items and non-cash items
that may not correlate to the underlying performance of the business.
Adjusted earnings per share has been calculated by reference to the following:
2024 2023
€'000 €'000
Profit for the financial year attributable to owners 64,203 44,815
Exceptional credit recognised in Income Statement (Note 3) (14,345) (661)
Share-based payments 2,944 2,824
Amortisation of acquisition related intangibles 3,428 3,341
Tax credit on acquisition related intangibles (380) (363)
Profit after tax excluding exceptional items 55,850 49,956
Weighted average number of shares in issue in the year (000's) 273,015 273,015
Adjusted basic and diluted earnings per ordinary share (in cent) 20.5 18.3
6. Dividends
The Directors have proposed a final dividend of €3.4m (€0.0125 per
ordinary share), subject to approval at the AGM. This results in a total
shareholders dividend of €5.2m (€0.0192 per ordinary share) in respect of
the year ended 31 December 2024 as the Board declared and paid a 2024 interim
dividend of €1.8m (€0.0067 per ordinary share). If approved, the proposed
dividend will be paid on 16 May 2025 to ordinary shareholders on the Company's
register on 25 April 2025. This dividend has not been provided for in the
Balance Sheet at 31 December 2024, as there was no present obligation to pay
the dividend at year end.
A final dividend of €3.2m (€0.0119 per ordinary share) relating to 2023
was paid in May 2024.
7. Intangible assets
Goodwill Trademarks & licences Computer Technology assets Brand names Customer relationships Total
€'000 software €'000 €'000 €'000
€'000 €'000 €'000
Cost
At 1 January 2024 535,796 204 54,718 3,432 22,185 3,207 619,542
FX movement 8,224 (2) 82 153 - 186 8,643
Additions - - 21,070 - - - 21,070
Disposals/retirements - - (2,405) - - - (2,405)
Divestment (17,704) - - - - - (17,704)
At 31 December 2024 526,316 202 73,465 3,585 22,185 3,393 629,146
Accumulated amortisation
At 1 January 2024 18,709 164 30,676 1,844 4,466 2,031 57,890
FX movement - (2) 25 83 - 142 248
Amortisation - 11 2,625 554 2,219 655 6,064
Disposals/retirements - - (2,359) - - - (2,359)
At 31 December 2024 18,709 173 30,967 2,481 6,685 2,828 61,843
Net book amounts
At 31 December 2023 517,087 40 24,042 1,588 17,719 1,176 561,652
At 31 December 2024 507,607 29 42,498 1,104 15,500 565 567,303
Intangible assets 507,607 29 42,498 1,104 15,500 565 567,303
Right-of-use assets - - - - - - -
At 31 December 2024 507,607 29 42,498 1,104 15,500 565 567,303
Included in computer software are assets under construction with a net book
value of €34,338,000. Amortisation has not commenced on these assets.
Included in the cost of additions are borrowing costs and payroll costs
capitalised into computer software amounting to €989,000 (2023: €194,000)
and €3,452,000 (2023: €2,245,000) respectively.
8. Property, plant and equipment, and right-of-use assets
Land and Leasehold Plant and Fixtures and Computer Motor Instruments Total
buildings improvements equipment fittings equipment vehicles
€'000 €'000 €'000 €'000 €'000 €'000 €'000 €'000
Cost
At 1 January 2024 182,562 26,538 54,447 15,337 8,389 8,238 7,731 303,242
Foreign exchange movement 819 191 285 148 29 74 - 1,546
Additions 78,736 8,353 36,280 1,846 2,142 2,248 2,425 132,030
Disposals/retirements (35,087) (2,065) (2,999) (1,407) (2,169) (2,874) (801) (47,402)
Divestments (1,514) (292) - (523) (55) - - (2,384)
At 31 December 2024
225,516 32,725 88,013 15,401 8,336 7,686 9,355 387,032
Accumulated depreciation
At 1 January 2024 48,358 7,782 20,121 6,924 4,990 3,464 4,903 96,542
Foreign exchange movement 311 37 103 113 (2) 31 - 593
Charge for the year 16,068 1,941 3,316 2,106 1,402 2,618 1,849 29,300
Disposals/retirements (13,897) (551) (2,464) (884) (2,174) (2,562) (788) (23,320)
Divestments (97) (256) - (482) (44) - - (879)
At 31 December 2024
50,743 8,953 21,076 7,777 4,172 3,551 5,964 102,236
Net book amounts
At 31 December 2023
134,204 18,756 34,326 8,413 3,399 4,774 2,828 206,700
At 31 December 2024
174,773 23,772 66,937 7,624 4,164 4,135 3,391 284,796
Property, plant & equipment 36,456 23,772 65,970 7,624 4,164 381 3,391 141,758
Right-of-use assets 138,317 - 967 - - 3,754 - 143,038
Net book value at 31 December 2024
174,773 23,772 66,937 7,624 4,164 4,135 3,391 284,796
Included in property, plant and equipment are assets under construction with a
net book value of €58,517,000 (2023: €23,703,000). Depreciation has not
commenced on these assets.
Included in the cost of additions is borrowing costs and payroll costs
capitalised into assets amounting to €1,708,000 (2023: €597,000) and
€352,000 (2023: €73,000) respectively.
9. Called up share capital
2024
€'000
Authorised:
453,205,300 (2023: 453,205,300) ordinary shares of 8c each 36,256
16,000,000 (2023: 16,000,000) "A" ordinary shares of 8c each 1,280
37,536
Movement in the year in issued share capital presented as equity
Allotted, called up and fully paid ordinary shares
At 1 January - 273,015,254 ordinary shares of 8c each 21,841
At 31 December - 273,015,254 ordinary shares of 8c each 21,841
Total allotted share capital:
At 31 December - 273,015,254 (2023: 273,015,254) ordinary shares 21,841
There have been no changes to the authorised or issued share capital in either
2024 or 2023.
10. Borrowings
Bank loans are repayable in the following periods after 31 December:
2024 2023
€'000 €'000
Amounts falling due within one year 9,316 13,168
Amounts falling due between one and five years 241,646 222,604
250,962 235,772
The Group's total bank loans at 31 December 2024 were €250,962,000 (2023:
€235,772,000). Borrowing under invoice discounting (recourse) as at the
balance sheet date was €9,316,000 (2023: €13,168,000).
The Group's bank debt facility comprises a revolving credit facility of up to
€400m with an additional uncommitted accordion facility of €150m. This
facility runs for five years to August 2027 with an option to extend by one
year and a further option to extend by an additional year up to August 2029
with repayment of all loans due on termination of the facility.
At 31 December 2024, the Group's revolving credit facility loans in use were
at an interest margin of +1.69% (2023: +1.90%) on inter-bank interest rates
(EURIBOR, GBP SONIA and USD SOFR).
Bank security
Bank overdrafts (including invoice discounting) and bank loans of
€250,962,000 (2023: €235,772,000) are secured by cross guarantees and
fixed and floating charges from the Company and certain subsidiary
undertakings.
11. Deferred contingent consideration
2024 2023
€'000 €'000
At 1 January 75,061 91,798
Unwinding of discount 1,540 2,506
Recognised during the year 21,622 -
Utilised during the year (16,454) (8,234)
Released during the year (39,247) (9,624)
Divestment (4,446) -
Foreign currency movement 1,106 (1,385)
At 31 December 39,182 75,061
Current 32,025 43,523
Non-current 7,157 31,538
Total deferred contingent consideration 39,182 75,061
Deferred contingent consideration
Deferred contingent consideration represents the present value of deferred
contingent acquisition consideration which will become payable based on
pre-defined performance thresholds being met. The deferred contingent
consideration liability at 31 December 2024 was €39,182,000 (2023:
€75,061,000). Significant estimation and judgement is exercised in
determining the liability indicating that the final liability may be
significantly different to the amount provided. In the event of the maximum
earn-out being achieved, an additional provision of €6,435,000 (2023:
€67,608,000) would be required at 31 December 2024. Equally, a significantly
smaller liability than that estimated could arise.
During the year payments of €16,454,000 (2023: €8,234,000) were made in
respect of prior year acquisitions. Deferred contingent consideration of
€39,247,000 (2023: €9,624,000) in respect of prior year acquisitions was
released and €21,622,000 (2023: €nil) was recognised in the year following
a review of expected performance against earn-out targets. An amount of
€4,446,000 was released in respect of Inspired Insight, LLC following its
disposal by the Group. Further details on the measurement of deferred
contingent consideration are provided in Note 16.
12. Provisions
Lease Warranty Other Total Total
dilapidation provision
2024 2024 2024 2024 2023
€'000 €'000 €'000 €'000 €'000
At 1 January 776 164 812 1,752 2,262
Recognised during the year 100 - - 100 28
Arising on acquisition - - - - 350
Utilised during the year - - - - (789)
Released during the year (61) (19) - (80) (62)
Foreign currency movement - 8 47 55 (37)
At 31 December 815 153 859 1,827 1,752
Lease dilapidation
The lease dilapidation provision covers the cost of reinstating certain Group
properties at the end of the lease term. This is based on the terms of the
individual leases which set out the conditions relating to the return of
property. The timing of the outflows will match the ending of the relevant
leases with various dates up to 2049.
Warranty provision
The warranty provision relates to a product warranty provided to customers on
certain medical devices. The estimated cost of the warranty is provided for
upon recognition of the sale of the product. The costs are estimated based on
actual historical experience of expenses incurred and on estimated future
expenses related to current sales and are updated periodically. Actual
warranty costs are charged against the warranty provision.
Other
Other provisions relate to a management retention bonus payable in relation to
the acquisition of RRD International, LLC in 2020.
13. Leases
(i) Amounts recognised in the Balance Sheet
As at 31 December, the Balance Sheet shows the following amounts relating to
leases:
2024 2023
€'000 €'000
Right-of-use assets:
Buildings 138,317 126,899
Plant and equipment 967 139
Motor vehicles 3,754 4,280
Net book value of right-of-use assets 143,038 131,318
Lease liabilities:
Current 22,580 20,134
Non-current 132,612 126,083
Total lease liabilities 155,192 146,217
Right-of-use assets are included in the line 'Property, plant and equipment,
and right-of-use assets' on the Balance Sheet, and are presented in Note 8.
Additions to the right-of-use assets during the year ended 31 December 2024
were €52,300,000 (2023: €16,498,000).
Disposals to the right-of-use assets during the year ended 31 December 2024
were €21,480,000 (2023: €1,034,000). The principal disposal related to the
purchase of a building in Dublin, Ireland that was formerly leased by the
Group.
Expenses of €270,000 (2023: €170,000) relating to short-term leases,
leases of low-value assets and variable lease payments were recognised in the
Consolidated Income Statement.
Lease liabilities are presented separately on the face of the Balance Sheet.
(ii) Amounts recognised in the Income Statement:
The Income Statement shows the following amounts relating to leases:
2024 2023
€'000 €'000
Depreciation/amortisation charge on right-of-use assets:
Buildings 15,462 14,893
Plant and equipment 235 191
Motor vehicles 2,472 2,452
Right-of-use assets depreciation charge 18,169 17,536
Computer software - 189
Right-of-use assets amortisation charge - 189
Interest expense on lease liabilities:
Interest expense on lease liabilities (Note 4) 5,323 4,884
Total interest expense in respect of lease liabilities 5,323 4,884
(iii) Amounts recognised in the Cash Flow Statement
The Cash Flow Statement shows the following amounts relating to leases:
2024 2023
€'000 €'000
Interest on lease obligations 7,235 4,884
Principal repayments 18,335 16,604
Total cash outflow in respect of leases 25,570 21,488
14. Analysis of net debt
2024 2023
€'000 €'000
Cash and cash equivalents 102,992 85,652
Restricted cash 294 173
Total cash 103,286 85,825
Bank loans repayable within one year (9,316) (13,168)
Bank loans payable after one year (241,646) (222,604)
Bank loans (250,962) (235,772)
Net bank debt (147,676) (149,947)
Lease obligations (155,192) (146,217)
Net debt (302,868) (296,164)
15. Reconciliation of operating profit to cash flow from operating activities
2024 2023
€'000 €'000
Operating profit before operating exceptional items 85,150 77,755
Cash related exceptional items (9,006) (17,784)
76,144 59,971
Add back non-cash and/or non-operating expenses:
Depreciation 29,300 29,202
Amortisation 6,064 6,204
Changes in working capital:
Increase in inventory (17,159) (16,868)
Increase in receivables (18,378) (67,073)
Increase in payables 84,423 67,717
Other:
Share-based payment expense 2,944 2,824
Foreign currency translation adjustments (522) 172
Cash inflow from operating activities 162,816 82,149
16. Financial instruments
Financial instruments by category
The accounting policies for financial instruments have been applied to the
line items below:
Financial Financial Total Fair
assets at assets at value
FVOCI* amortised
cost
€'000 €'000 €'000 €'000
Financial assets
31 December 2024:
Investments in equity instruments 25 - 25 25
Trade and other receivables ** - 232,574 232,574 232,588
Cash and cash equivalents - 102,992 102,992 102,992
Restricted cash - 294 294 294
25 335,860 335,885 335,899
* Fair value through other comprehensive income.
** Excluding prepayments and accrued income.
Financial Financial Total Fair
liabilities at liabilities at value
FVTPL*** amortised
cost
€'000 €'000 €'000 €'000
Financial liabilities
31 December 2024:
Borrowings - 250,962 250,962 250,962
Trade and other payables **** - 550,524 550,524 550,524
Deferred contingent consideration 39,182 - 39,182 39,182
Lease liabilities - 155,192 155,192 155,192
39,182 956,678 995,860 995,860
*** Fair value through profit and loss.
**** Excluding non-financial liabilities.
Measurement of fair values
In the preparation of the financial statements, the Group finance department,
which reports directly to the Chief Financial Officer (CFO), reviews and
determines the major methods and assumptions used in estimating the fair
values of the financial assets and liabilities which are set out below:
Investments in equity instruments
Investments in equity instruments are measured at fair value through other
comprehensive income (FVOCI).
Trade and other receivables/trade and other payables
For receivables and payables with a remaining life of less than 12 months or
demand balances, the carrying value less impairment provision where
appropriate, is deemed to reflect fair value.
Cash and cash equivalents, including short-term bank deposits
For short-term bank deposits and cash and cash equivalents, all of which have
a maturity of less than three months, the carrying amount is deemed to reflect
fair value.
Interest-bearing loans and borrowings
For floating rate interest-bearing loans and borrowings with a contractual
repricing date of less than 6 months, the nominal amount is deemed to reflect
fair value. For loans with repricing dates of greater than 6 months, the fair
value is calculated based on the present value of the expected future
principal and interest cash flows discounted at appropriate market interest
rates (level 2) effective at the Balance Sheet date and adjusted for movements
in credit spreads.
Deferred acquisition consideration
Discounted cash flow method was used to capture the present value of the
expected future economic benefits that will flow out of the Group arising from
the deferred acquisition consideration.
Deferred contingent consideration
The fair value of the deferred contingent consideration is calculated by
discounting the expected future payment to the present value. The expected
future payment represents the deferred contingent consideration which would
become payable based on pre-defined performance thresholds being met and is
calculated based on management's best estimates of the expected future cash
outflows using current budget forecasts. The provision for deferred contingent
consideration is principally in respect of acquisitions completed from 2018 to
2022.
The significant unobservable inputs are:
· Expected future profit forecasts which have not been disclosed
due to their commercial sensitivities; and
· Risk adjusted discount rate of between 2.5% and 4.0% (2023:
between 2.5% and 4.0%)
For the fair value of deferred contingent consideration, a 1% increase in the
risk adjusted discount rate at 31 December 2024, holding the other inputs
constant would reduce the fair value of the deferred contingent consideration
by €0.3m. A 1% decrease in the risk adjusted discount rate would result in
an increase of €0.3m in the fair value of the deferred contingent
consideration.
Fair value hierarchy
The following table sets out the fair value hierarchy for financial
instruments which are measured at fair value.
Level 1 Level 2 Level 3 Total
€'000 €'000 €'000 €'000
Recurring fair value measurements
At 31 December 2024
Investments in equity instruments - - 25 25
Deferred contingent consideration - - (39,182) (39,182)
- - (39,157) (39,157)
There were no transfers between the fair value levels for recurring fair value
measurements during the year. The Group's policy is to recognise transfers
into and transfers out of fair value hierarchy levels as at the end of the
reporting period.
Level 1: The fair value of financial instruments traded in active markets is
based on quoted market prices at the end of the reporting period. The quoted
market price used for financial assets held by the Group is the current bid
price. These instruments are included in level 1.
Level 2: The fair value of financial instruments that are not traded in an
active market is determined using valuation techniques which maximise the use
of observable market data and rely as little as possible on entity-specific
estimates. If all significant inputs required to fair value an instrument are
observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable
market data, the instrument is included in level 3.
Fair value measurements using significant unobservable inputs (level 3)
The following table presents the changes in level 3 items for the year ended
31 December 2024:
Shares in Deferred Total
unlisted contingent
companies consideration
€'000 €'000 €'000
At 1 January 2024 25 (75,061) (75,036)
Utilised during the year - 16,454 16,454
Unwinding of discount* - (1,540) (1,540)
Released during the year * - 39,247 39,247
Recognised during the year* - (21,622) (21,622)
Divestment - 4,446 4,446
Foreign currency movement - (1,106) (1,106)
At 31 December 2024 25 (39,182) (39,157)
* These amounts have been credited/(charged) to the Income Statement in
finance (income)/costs.
Deferred contingent consideration is provided based on management's assessment
of the fair value of the liability taking into account the expected
profitability of the acquisition. The maximum amount of additional deferred
contingent consideration not provided for in the financial statements is
€6,435,000 (2023: €67,608,000) assuming the acquisitions satisfy all
performance conditions as set out in their acquisition.
Financial risk management
The Group's operations expose it to various financial risks. The Group has a
risk management framework in place which seeks to limit the impact of these
risks on the financial performance of the Group and it is the Group's policy
to manage these risks in a non-speculative manner.
The Group has exposure to the following risks from its use of financial
instruments: credit risk, liquidity risk, currency risk, interest risk and
price risk. These consolidated financial statements do not include all
financial risk management information and disclosures required in the annual
financial statements; they should be read in conjunction with the Group's
Annual Report.
Under the terms of the invoice discounting non-recourse agreement, the Group
has transferred substantially all credit risk and control of certain trade
receivables. The balance of the facility as at 31 December 2024 is
€111,765,000 (2023: €111,765,000). The Group has recognised an asset
within trade and other receivables of €16,765,000 (2023: €16,765,000),
being the fair value of the amount receivable from the financial institutions,
representing 15% of the trade receivables transferred to the financial
institutions in accordance with the terms of the receivables purchase
arrangement. The total interest expense associated with this receivables
purchase agreement during the year ended 31 December 2024 was €5,156,000
(2023: €4,765,000).
17. Business Combinations
2023 Acquisitions
The initial assessment of the fair values of the major classes of assets
acquired and liabilities assumed in respect of the acquisitions which were
completed in 2023 were performed on a provisional basis (with the exception of
McCauley Pharmacy Group which was finalised in 2023). The fair values
attributable to the assets and liabilities of these acquisitions have now been
finalised. There were no fair value adjustments made to the comparative
figures during the subsequent reporting window within the measurement period
imposed by IFRS 3.
18. Post balance sheet events
The Board has approved to commence, but not yet contracted, the launch of a
share buyback programme subject to market conditions.
There were no other material events subsequent to 31 December 2024 that would
require adjustment to or disclosure in this report.
19. Approval by the Board of Directors
The preliminary results announcement was approved by the Board of Directors on
24 February 2025.
Additional Information
ALTERNATIVE PERFORMANCE MEASURES
The Group reports certain financial measurements that are not required under
IFRS. These key alternative performance measures (APMs) represent additional
measures in assessing performance and for reporting both internally, and to
shareholders and other external users. The Group believes that the
presentation of these APMs provides useful supplemental information which,
when viewed in conjunction with IFRS financial information, provides
stakeholders with a more meaningful understanding of the underlying financial
and operating performance of the Group and its divisions. These measurements
are also used internally to evaluate the historical and planned future
performance of the Group's operations.
None of these APMs should be considered as an alternative to financial
measurements derived in accordance with IFRS. The APMs can have limitations as
analytical tools and should not be considered in isolation or as a substitute
for an analysis of results as reported under IFRS.
During 2024, the Group amended the definition of the Free cash flow conversion
to include the principal and interest payments on leases as a deduction to
EBTIDA. This change enhances the understanding and comparability of the
financial statements.
The principal APMs used by the Group, together with reconciliations where the
APMs are not readily identifiable from the financial statements, are as
follows:
Definition Why we measure it
EBITDA Earnings before exceptional items, net finance expense, income tax expense, EBITDA provides management with an assessment of the underlying trading
depreciation, intangible assets amortisation and share-based payment expense. performance of the Group and excludes transactions that are not reflective of
the ongoing operations of the business, allowing comparison of the trading
performance of the business across periods and/or with other businesses.
Adjusted EBITDA is used for leverage calculations.
&
Earnings before exceptional items, net finance expense, income tax expense,
depreciation, intangible assets amortisation and share-based payment expense,
adjusted for the impact of IFRS 16 and the pro-forma EBITDA of acquisitions.
Adjusted EBITDA
Net bank debt Net bank debt represents the net total of current and non-current borrowings, Net bank debt is used by management as an input into the Group's current
cash and cash equivalents, and restricted cash as presented in the Group leverage calculation which management will consider when evaluating investment
Balance Sheet. opportunities, potential acquisitions, and internal resource allocation.
Net debt Net debt represents the total of net bank debt, plus current and non-current Net debt is used by management as it gives a complete picture of the Group's
lease obligations as presented in the Group Balance Sheet. debt including the impact of lease liabilities recognised under IFRS 16.
Leverage Net bank debt divided by adjusted EBITDA for the period. Leverage is used by management to evaluate the Group's ability to cover its
debts. This allows management to assess the ability of the Company to use debt
as a mechanism to facilitate growth.
Adjusted Operating Profit This comprises operating profit as reported in the Group Income Statement Adjusted operating profit is used to assess the underlying operating
before amortisation of acquired intangible assets and exceptional items (if performance excluding the impact of non-operational items. This is a key
any). measure used by management to evaluate the businesses' operating performance.
Adjusted earnings per share This comprises profit for the financial period attributable to owners of the Adjusted EPS is used to assess the after-tax underlying performance of the
parent as reported in the Group Income Statement before exceptional items (if business in combination with the impact of capital structure actions on the
any), amortisation of acquisition related intangibles (and related tax share base. This is a key measure used by management to evaluate the
thereon) and share-based payment expense, divided by the weighted average businesses operating performance, generate future operating plans, and make
number of shares in issue in the period. strategic decisions.
& Like-for-like adjusted earnings per share is calculated for both the current
and prior period by dividing the profit of the relevant period attributable to
owners of the parent as reported in the Group Income Statement before Like-for-like adjusted EPS is used to assess the after-tax underlying
exceptional items (if any), amortisation of acquisition related intangibles performance of the business assuming a constant share base.
and share-based payment expense, by the weighted average number of shares in
issue in the current period.
Like-for-Like adjusted earnings per share
Free cash flow conversion Free cash flow conversion is calculated as EBITDA, less investment in working Free cash flow represents the funds generated from the Group's ongoing
capital, less maintenance capital expenditure, less principal and interest operations. These funds are available for reinvestment, and for future
payments on leases, and foreign currency translation adjustments, divided by acquisitions as part of the Group's growth strategy. A high level of free cash
EBITDA. flow conversion is key to maintaining a strong, liquid balance sheet.
Return on capital employed (ROCE) ROCE is calculated as the 12 months rolling operating profit before the impact This measure allows management to monitor business performance, review
of exceptional costs and amortisation of acquisition related intangibles, potential investment opportunities and the allocation of internal resources.
expressed as a percentage of the adjusted average capital employed for the
same period. The average capital employed is adjusted to ensure the capital
employed of acquisitions and divestments completed during the period is
appropriately time apportioned.
EBITDA
2024 2023
€'000 €'000
Operating profit Income Statement 81,989 67,708
Exceptional charge recognised in operating profit Note 3 3,161 10,047
Amortisation Note 7 6,064 6,204
Depreciation Note 8 29,300 29,202
Share-based payment expense 2,944 2,824
EBITDA 123,458 115,985
Adjust for the impact of IFRS 16 (22,977) (21,666)
Pro-forma EBITDA of acquisitions - 543
Adjusted EBITDA 100,481 94,862
Net bank debt
2024 2023
€'000 €'000
Cash and cash equivalents Balance Sheet 102,992 85,652
Restricted cash Balance Sheet 294 173
Bank loans repayable within one year Balance Sheet (9,316) (13,168)
Bank loans payable after one year Balance Sheet (241,646) (222,604)
Net bank debt (147,676) (149,947)
Net debt
2024 2023
€'000 €'000
Net bank debt Alternative Performance Measures (147,676) (149,947)
Current lease obligations Balance Sheet (22,580) (20,134)
Non-current lease obligations Balance Sheet (132,612) (126,083)
Net debt (302,868) (296,164)
Leverage
2024 2023
€'000 €'000
Net bank debt Alternative Performance Measures (147,676) (149,947)
Adjusted EBITDA Alternative Performance Measures 100,481 94,862
Leverage (times) 1.47 1.58
Adjusted operating profit
2024 2023
€'000 €'000
Operating profit Income Statement 81,989 67,708
Amortisation of acquisition related intangibles 3,428 3,341
Exceptional charge recognised in operating profit Note 3 3,161 10,047
Adjusted operating profit 88,578 81,096
Adjusted earnings per share
2024 2023
€'000 €'000
Adjusted earnings per share has been calculated by reference to the following:
Profit for the financial year attributable to owners 64,203 44,815
Exceptional credit recognised in Income Statement (Note 3) (14,345) (661)
Amortisation of acquisition related intangibles 3,428 3,341
Tax credit on acquisition related intangibles (380) (363)
Share-based payments expense 2,944 2,824
Profit after tax excluding exceptional items 55,850 49,956
Weighted average number of shares in issue in the year (000's) 273,015 273,015
Adjusted basic and diluted earnings per ordinary share (in cent) 20.5 18.3
Like-for-like weighted average number of shares (000's) 273,015 273,015
Like-for-like adjusted earnings per ordinary share (in cent) 20.5 18.3
Free cash flow conversion
2024 2023
€'000 €'000
EBITDA Alternative Performance Measures 123,458 115,985
Increase in inventory Note 15 (17,159) (16,868)
Increase in receivables Note 15 (18,378) (67,073)
Increase in payables Note 15 84,423 67,717
Foreign currency translation adjustments Note 15 (522) 172
Payments to acquire property, plant and equipment - Maintenance Cash Flow Statement (10,911) (7,192)
Payments to acquire intangible assets - Cash Flow Statement (6,172) (3,771)
Maintenance
Payments on leases - principal and interest (25,570) (21,488)
Free cash flow 129,169 67,482
Adjustment for settlement of acquired 1,120 2,068
financial liabilities*
130,289 69,550
EBITDA 123,458 115,985
Free cash flow conversion 105.5% 60.0%
*The adjustment to free cash flow ensures that payments made after an
acquisition to settle loans with former shareholders of acquired companies, or
other similar financial liabilities, are excluded from the movement in
payables in the free cash flow conversion calculation.
Return on capital employed
2024 2023 2022
€'000 €'000 €'000
Rolling 12 months operating profit 81,989 67,708 53,155
Adjustment for exceptional costs 3,161 10,047 16,415
Amortisation of acquisition related intangibles 3,428 3,341 2,708
Adjusted 12 months rolling operating profit 88,578 81,096 72,278
Total equity 401,881 333,620 289,783
Net bank debt 147,676 149,947 91,217
Deferred contingent consideration (Note 11) 39,182 75,061 91,798
Deferred consideration payable - 100 523
Total capital employed 588,739 558,728 473,321
Average capital employed 573,734 516,025
Adjustment for acquisitions and divestments (Note A / B below) 10,883 18,556
Adjusted average capital employed 584,617 534,581
Return on capital employed 15.2% 15.2%
Note A: Adjustment for divestments (2024) Capital employed Completion Adjustment
€'000 Date
€'000
Inspired Insight, LLC 21,834 December 2024 10,917
Duffy's Medical Hall Limited 100 March 2024 (34)
Adjustment for divestments during 2024 10,883
Note B: Adjustment for acquisitions (2023) Capital employed Completion Adjustment
€'000 Date
€'000
McCauley Pharmacy Group 49,407 February 2023 20,586
Other acquisitions completed during 2023 6,564 Various (2,030)
Adjustment for acquisitions during 2023 18,556
The adjustment ensures that the capital employed of acquisitions and
divestments completed during the period are appropriately time apportioned to
align with the corresponding periods for adjusted operating profit. These
adjustments include cash consideration, deferred and deferred contingent
consideration, debt acquired/disposed, cash acquired/disposed, and any cash
impact of shareholder loans or other similar financial liabilities repaid
post-acquisition.
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