2024 Preliminary Results

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

· Gross profit growth of 9.6% (8.2% organic3). 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, 25th February 2025. To register for the call please visit www.uniphar.ie.

A copy of the presentation and announcement will be available on our website at the time of the call.

Contact details

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 26th 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

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

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).

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.

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

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

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

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

Group Statement of Comprehensive Income

for the year ended 31 December 2024

Group Balance Sheet

As at 31 December 2024

Group Statement of Changes in Equity

for the year ended 31 December 2024

Group Cash Flow Statement

Year ended 31 December 2024

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

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.

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.

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)

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

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

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%).

5. Earnings per share

Basic and diluted earnings per share have been calculated by reference to the following:

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:

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

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