TIDMUPR
RNS Number : 3802M
Uniphar PLC
14 September 2023
Uniphar plc
2023 Interim Results
Uniphar plc, an international diversified healthcare services
business, announces its half year results for the six months ended
30 June 2023 together with new medium-term targets and a new
divisional structure that reflects our strategic ambition.
FINANCIAL HIGHLIGHTS
Growth
2023 2022 Constant
Six months ended 30 June(1) EUR'000 EUR'000 Reported currency(2)
Revenue 1,239,582 991,831 25.0% 25.3%
Gross profit 187,992 146,135 28.6% 29.4%
Commercial & Clinical 62,041 58,541 6.0% 7.2%
Product Access 37,762 21,818 73.1% 74.7%
Supply Chain & Retail 88,189 65,776 34.1% 34.1%
Gross profit margin (Group)
% 15.2% 14.7%
EBITDA (1) 51,126 44,935 13.8% 14.2%
Operating profit 28,006 25,078 11.7% 12.2%
Profit before tax excluding
exceptional items 22,800 26,125 (12.7%) (12.2%)
Net bank debt (1) (178,045) (73,807)
Basic EPS (cent) 5.5 5.9
Adjusted EPS (cent) (1) 7.4 8.4
================================== ========= ========= ======== ============
-- Gross profit growth of 28.6% (5.5% organic(3) ) reflecting
growth across all divisions with Supply Chain & Retail
continuing to outperform medium-term guidance with 7.7% organic
growth(3) .
-- Continued progression in gross profit margin from 14.7% to
15.2%, reflecting focus and growth in higher margin activities.
-- EBITDA growth of 13.8%, from EUR44.9m to EUR51.1m,
demonstrating the resilience of the business and continued focus on
growth.
-- Adjusted EPS of 7.4 cents representing a decline of 1.0 cents
primarily due to increased financing costs.
-- Acquisition of the McCauley Pharmacy Group ("McCauley")
completed in January 2023 enhances our retail pharmacy footprint
and service offering. McCauleys are recognised as a market leader
in the delivery of health, wellbeing and beauty products.
-- Continuing strong normalised free cash flow conversion of 68%
(30 June 2022: 70%) which is within our guided range.
-- Net bank debt of EUR178.0m at 30 June 2023 (December 2022: EUR91.2m) and leverage at 1.95x.
-- The Board have declared an interim dividend of EUR0.0064 per
ordinary share for the period to 30 June 2023 representing growth
of 5% in the period (30 June 2022: EUR0.0061 per ordinary
share).
1. Additional information is set out in Alternative Performance Measures (APMs) section.
2. Constant currency growth is calculated by applying the prior
period's actual exchange rate to the current period's result.
3. Organic growth is calculated as the gross profit growth of
the underlying business in the period adjusting for the
contribution from prior period acquisitions and divestments to
ensure a like-for-like comparison.
STRATEGIC AND OPERATIONAL HIGHLIGHTS
-- The Group performed strongly during the period and has
achieved its target of doubling 2018 pro forma EBITDA ahead of the
timeframe committed to at the time of IPO.
-- The Group is pleased to announce an ambitious new target of
growing Group EBITDA to EUR200m over the medium-term. This will be
achieved through a combination of strong organic growth
complemented with acquisitions that meet our disciplined strategic
and financial criteria.
-- Technology investment is critical in enabling the Group to
deliver on its strategic ambitions. The Group will invest c.EUR60m
of strategic capital expenditure in an IT and ERP investment
programme that will future proof our market leading Supply Chain
and Retail division and enable us to scale our global Pharma
platforms. The implementation will be delivered in a non-live
environment which significantly reduces the risk on the
programme.
-- The Group intends to create a new divisional structure (to be
reported from FY23 onwards) to capitalise on the attractive growth
opportunities in our target markets and better align with our
customers and stakeholders during this next phase of growth:
-- Uniphar Medtech: the Medtech business unit of Commercial
& Clinical will become a standalone division reflecting its
position as a leading specialist Medtech provider in Europe.
-- Uniphar Pharma: the Pharma business unit of Commercial &
Clinical will be combined with Product Access to create 'Uniphar
Pharma'. This platform will enable Uniphar to provide an enhanced
service offering across the entire lifecycle of an asset, providing
patients with access to innovative medicines in global and often
complex markets.
-- Uniphar Supply Chain & Retail: the Supply Chain &
Retail division will remain unchanged in the new divisional
structure.
-- Organic gross profit growth of 5.5% in H1 2023, driven by
growth across each of our three divisions:
-- Supply Chain & Retail division: 34.1% gross profit growth
of which 7.7% is organic growth. This outperformance highlights our
strong market position, the resilience of the Irish market and
supports our investment in the division to build future capacity to
ensure continued growth.
-- Product Access delivered 73.1% gross profit growth of which
8.5% is organic growth. The growth in gross profit reflects strong
underlying business performance combined with the acquisitions of
BModesto Group and Orspec Pharma in 2022. These acquisitions
demonstrate the Group's commitment to creating a market leading
global platform and have provided increased scale across
continental Europe and the APAC region.
-- Commercial & Clinical division delivered gross profit
growth of 6.0% of which 1.0% is organic, driven by a strong
performance in the MedTech business unit offset by the Pharma
business unit that is refocusing and investing to address the
market opportunities that can be capitalised on under the new
divisional structure.
-- Reported free cash flow conversion of 25.9%. When adjusted
for the unwinding of the temporary favorable timing positions in
December 2022, the adjusted free cash flow is 67.8% which is within
our target range of 60-70%.
-- The Group completed the acquisition of the McCauley Pharmacy
Group in January 2023 which further enhances the Group's offering
in the Irish retail pharmacy market with the addition of 34 retail
pharmacies. In August 2023, the Group completed the acquisition of
certain assets from Pivot Digital, an omni-channel and digital
strategy consultancy business. These capabilities will be
integrated into the consultancy arm of Uniphar's Pharma division
broadening the Group's overall digital offering.
-- Integration of 2022 acquisitions including BModesto Group,
Inspired Health and Orspec Pharma are progressing well and
delivering expected benefits.
-- The Group made continued progress on Sustainability across
all five of our sustainability pillars. The Group's MSCI rating has
recently been upgraded to "AAA". Furthermore, the Group formally
submitted Science Based Targets to SBTi for validation during the
period.
Ger Rabbette, Uniphar Group Chief Executive Officer said:
"Just over four years post-IPO, I am pleased to announce that we
have already achieved our IPO target of doubling EBITDA within five
years. We are now focused on creating a strong foundation for our
next phase of growth, reorganising our divisions to reflect our
strategic ambitions and accelerating our progress in our target
markets. As well as maintaining an active acquisition pipeline, we
are also making a significant investment in our IT systems to
further enhance the technological backbone of our business and
reach our ambitious new target of EUR200m EBITDA over the
medium-term."
Analyst presentation
A conference call for investors and analysts will be held at 9am
(BST), today, 14 September 2023. Analysts and investors who wish to
participate should visit www.uniphar.ie to register.
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 Investor Relations investor.relations@Uniphar.ie
Davy Tel: +353 (0) 1 679 6363
(Joint Corporate Broker, Nominated Adviser
and 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 Tel: +44 (0) 20 7710 7600
Corporate Broker)
Matt Blawat
Ben Maddison
Francis North
Q4 PR (Public Relations Adviser to Uniphar) Tel: +353 (0) 1 475 1444
or +353 (0) 87 235 6461
Iarla Mongey
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.
About Uniphar plc
Headquartered in Dublin, Ireland, the Uniphar Group is an
international diversified healthcare services business servicing
the requirements of more than 200 multinational pharmaceutical and
medical technology manufacturers across three divisions -
Commercial & Clinical, Product Access and Supply Chain &
Retail. The Group has an established presence in Ireland, the UK,
Europe, the US and Asia Pacific.
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.
Commercial & Clinical
In Commercial & Clinical, the Group provides outsourced
sales, marketing & distribution solutions to multinational
pharmaceutical and medical device manufacturers. Active in Ireland,
the UK, Benelux, the Nordics, Germany and the US, the Group is
growing with its clients to provide pan-European solutions, with a
targeted service offering in the US. Uniphar has built fully
integrated digitally enabled customer centric solutions that are
supported by our highly experienced and clinically trained teams,
leveraging our digital technology and insights which allows us to
deliver consistently exceptional outcomes for our clients.
Product Access
In Product Access, the Group is growing two distinct service
offerings: 1) "On Demand", which are pharmacy led solutions for
sourcing and supplying unlicensed medicines to meet the needs of
both retail and hospital pharmacists; and 2) "Exclusive Access",
which are manufacturer led solutions for controlling the release of
speciality medicines for specifically approved patient populations
in agreed markets. The Group currently delivers product access
solutions on a global basis.
Supply Chain & Retail
Uniphar is an established market leader in Ireland with c. 53%
market share in the wholesale/hospital market, supported by a
network of 423 owned, franchised and symbol group pharmacies. The
business supports the diverse customer base through the provision
of strong service levels coupled with innovative commercial
initiatives. Supply Chain & Retail is an Irish only business
for the Group, although the manufacturer relationships and
infrastructure are also utilised for the benefit of the Commercial
& Clinical and Product Access divisions.
Overview
Uniphar delivered a robust performance during the first six
months of 2023, achieving significant growth in gross profit and
EBITDA. Gross profit growth of 28.6% was driven by organic growth
of 5.5% in addition to the impact of the acquisitions completed in
the past year. The diversity and geographic breadth of our service
offering enables the business to deliver consistent growth.
The Supply Chain & Retail division delivered an excellent
performance in a market characterised by medicine shortages and
inflationary pressure on costs. Commercial and Clinical delivered a
robust performance with the MedTech business unit performing
strongly, offset by a Pharma business unit that is refocusing and
investing to address the market opportunities that the new
divisional structure will enable it to better capitalise on. The
Group continues to develop its European medical affairs offering
with expertise now available in 11 European countries. The Product
Access division leveraged its global scale to support the
heightened demand for medicines in short supply in addition to
being awarded 8 new expanded access programs (EAPs) in the period.
Gross profit margin increased to 15.2% (June 2022: 14.7%),
reflecting the Group's ability to deliver growth at a time when
input costs are increasing.
The integration of BModesto Group, acquired in late 2022, is
progressing in line with plan with previously identified revenue
synergies being realised. The acquisition provides the Group with
increased scale and a gateway into key European markets. This
investment, combined with the previous investments in the division,
will enable pharma and biotech customers to bring innovative
medicines to global markets across their product lifecycles.
EBITDA has increased by 13.8% (EUR6.2m) to EUR51.1m (June 2022:
EUR44.9m) reflecting organic growth achieved across all divisions
and the positive contribution of the 2022 acquisitions. Adjusted
EPS of 7.4 cents declined by 1.0 cent reflecting the impact of
higher interest rates on the Group.
Return on capital employed (ROCE) for the rolling 12-month
period closed at 14.7% (December 2022: 17.3%) and is at the upper
end of the Group's medium-term target of 12-15%. The change in ROCE
is reflective of recent acquisitions and investment in strategic
capital expenditure that will deliver improved growth and returns
in future years.
Technology has been a key enabler of the Group's growth since
IPO and continued investment in technology is critical to enabling
the Group to deliver on our medium-term objectives. The Group will
invest c.EUR60m in an IT and ERP investment programme. This
investment will future proof our market leading Supply Chain and
Retail division whilst enabling us to scale our Pharma platform.
The implementation will be delivered in a non-live environment
which significantly reduces the risk on the programme.
The Group's Balance Sheet remains robust. Net bank debt at 30
June 2023 amounted to EUR178.0m (31 December 2022: EUR91.2m) with
the increase attributable to completing the McCauley acquisition
and strategic capital investment. The Group's banking facility,
renewed in August 2022, consists of a EUR400m revolving credit
facility and EUR150m of an uncommitted accordion facility and
provides a stable platform to support the Group's growth and
investment strategy. The Group's leverage of 1.95x as at 30 June
2023 remains within its medium-term target range.
The Group remains focused on delivering its vision of improving
patient access to innovative therapies and treatments by enhancing
connectivity between manufacturers and stakeholders. Having
achieved the commitments made at the time of IPO, the Group
announces ambitious new medium-term targets and our intention to
create a new divisional structure that reflects our strategic
ambition. We are confident we have the right strategy, the best
people and the market opportunity to continue to deliver for our
stakeholders.
Sustainability
Uniphar is committed to continuing to make a positive impact
across our five sustainability pillars and embedding this strategy
within the culture of the Group.
The Group has recently had its MSCI ESG rating upgraded to "AAA"
which reflects the Group's commitment to being a leader in
sustainability initiatives. Furthermore, the Group formally
submitted Science Based Targets to SBTi for validation during the
period. This follows the completion of our first Scope 3 assessment
during 2022 and is in line with our commitment to setting a
science-based carbon reduction target. Pending validation of our
SBTi targets, we have set an internal target to reduce our absolute
Scope 1 & 2 emissions by 5% per annum between 2019 and 2030, in
line with the SBTi 1.5˚C aligned pathway for targets. This would
see the Group achieve our climate ambition of at least 50%
reduction in our absolute Scope 1 & 2 emissions by 2030.
Current trading
In the first half of 2023, Uniphar performed in line with
expectations delivering strong underlying growth offset by higher
interest costs. Since the period end, the Group has continued to
perform in line with the board's expectations.
Outlook and new targets
Uniphar remains well positioned to achieve continued gross
profit growth in each division and is confident of delivering on
expectations for the full year.
The Group is pleased to announce a new ambitious target of
growing Group EBITDA to EUR200m over the medium-term. This will be
achieved through a combination of strong organic growth across each
division complemented by earnings accretive M&A. The Group
expects the growth in EBITDA to be delivered through:
-- Continued strong organic growth in all three divisions driven
by robust underlying market growth and continued market share gains
underpinned by an investment programme in infrastructure, digital
platforms, strategic capex and talent.
-- M&A remaining a key component of the Group's compounding
growth story with a pipeline of acquisition opportunities
continuing to be reviewed to add further scale and breadth to the
existing platform with a focus on building out the Pharma
platform.
Our medium-term guidance for gross profit growth for the new
divisions is:
-- Uniphar Pharma: Double digit
-- Uniphar Medtech: High-single digit
-- Uniphar Supply Chain & Retail: Low-single digit
Disciplined capital allocation remains a focus for the Group and
M&A is expected to continue to play an important role in
Uniphar's growth strategy. The Group has an active pipeline of
acquisition opportunities to add further capability to our existing
platform.
In addition to the headline EBITDA growth target, the Group's
broader medium-term guidance is as follows:
-- Target ROCE of 12% - 15%
-- Focus on cash generation and target an adjusted free cash flow conversion of 60% - 70%
-- Progressive dividend policy that seeks to return capital to shareholders each year
-- Net bank debt / EBITDA not to exceed 2.5x
Acquisitions and integration update
Uniphar completed the acquisition of the McCauley Pharmacy Group
in the period which added 34 pharmacies to the Group. The
integration of the acquisitions completed during 2022 are
progressing well and in line with expectation. The Group maintains
a disciplined approach to capital allocation with an active
pipeline of acquisition opportunities across all divisions and
internationally to further expand our capability and geographic
reach.
Commercial & Clinical
Acquisition update
In August 2023 the Group acquired certain assets and contracts
from Pivot Digital. Pivot provide omni-channel consultancy, digital
strategy and execution services to global pharma and biotech
clients. Pivot's capabilities will be integrated into the
consultancy arm of Uniphar's Pharma division broadening the group's
digital offering.
Integration update
The Group acquired Inspired Health in September 2022 which
increases Uniphar's capability to offer market research and
commercialisation insights to pharmaceutical and MedTech
manufacturers and further deepens our presence in the strategically
important US market. The integration of the business into the wider
Group is progressing well and in line with expectations.
Product Access
Integration update
The integration of the acquisitions of the BModesto Group in
November 2022 and Orspec Pharma in August 2022 are progressing well
delivering previously identified revenue synergies and creating
cross-selling opportunities. The BModesto Group provides a wide
range of services including the distribution of medicines on both
an exclusive and on-demand basis, clinical trial services, market
authorisation holder and medical device distribution. The
acquisition broadens our European scale with a well-located
facility in the Netherlands to supply mainland Europe.
Orspec Pharma provides the Group with physical infrastructure in
the Asia Pacific region. Orspec Pharma specialises in the supply of
unlicensed medicines and the delivery of EAP's across the Asia
region from its locations in Australia, New Zealand and
Singapore.
Supply Chain & Retail
Acquisition update
In January 2023, the Group completed the acquisition of the
McCauley Pharmacy Group. This acquisition added 34 pharmacies net
of three divestments which were completed as a requirement of the
CCPC approval. The McCauley Pharmacy Group is widely recognised as
a leading brand across health, wellbeing and beauty, and their
expertise and advanced digital offering will complement our
fast-growing consumer business in the Supply Chain & Retail
division.
Strategic capital expenditure
Uniphar's track record of investment in technology has been a
critical enabler of the Group's transformational growth journey to
date. To continue to support sustainable growth into the future,
Uniphar has committed to a multi-year ERP and IT investment
programme. Through the previously announced investment in a new
state of the art distribution facility, Uniphar have the unique
ability to implement this investment programme in a non-live
environment, significantly de-risking the programme. This
investment will provide the foundation in which to future proof our
market leading Supply Chain & Retail division and will enable
us to scale our global Pharma platforms. Uniphar estimate this
project will require c.EUR60m of strategic capex. This investment
is a key component in achieving our new medium-term target of
EUR200m EBITDA.
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. The principal risks & uncertainties
faced by the Group can be found in the 2022 Annual Report on pages
30 to 34. A copy of the Annual Report can be downloaded from our
website www.uniphar.ie.
2023 Highlights
The Group continues to ensure that the risk management framework
is integrated in the day-to-day activities across the business.
During the period ended 30 June 2023, the Group carried out the
following:
-- Reviewed the Group Risk Register, updating for all the key
risks facing the Group at this time; and
-- Performed a review of emerging and new risks, in particular
economic and geopolitical risk with regards to the ongoing war in
Ukraine and global economic instability.
The key principal risks and uncertainties faced by the Group are
summarised as follows:
Strategic Risks
-- Economic and geopolitical 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 continues to monitor the ongoing war in Ukraine
and the challenges posed by higher inflation and interest rates on
the Group and its stakeholders.
-- 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 & succession planning - Failure to attract,
retain and develop the skills and expertise of its people may
adversely impact the Group's performance especially in constrained
labour markets.
-- Market perception & 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 & sustainability - The increasing global
focus on environmental and sustainability governance is recognised
by the Group, and by its stakeholders. Failure to appropriately
assess, monitor 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 mandatory reporting obligations
may impact the Group's financial and operational results.
-- Transformation project execution - The Group is embarking 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
or 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.
Business Reviews
Commercial & Clinical
Growth
2023 2022 Constant
Six months ended 30 June EUR'000 EUR'000 Reported currency
Revenue 154,839 162,322 (4.6%) (3.4%)
Gross profit 62,041 58,541 6.0% 7.2%
Gross profit margin % 40.1% 36.1% 400bps
========= ========= =========
Overview
Commercial & Clinical provides outsourced sales, marketing,
distribution and consultancy solutions to pharmaceutical and
medical device manufacturers on a pan-European basis, serving 15
European countries in H1 2023 compared to four at the time of IPO,
with a targeted service offering in the US. The division is focused
on the commercialisation of speciality products to ensure that
patients and their physicians are offered the best treatments for
their conditions. The division has two business units, MedTech and
Pharma, both of which are driven by the mission of ensuring
patients have access to the treatments they need when they need
them.
H1 2023 Performance
Commercial & Clinical delivered organic gross profit growth
of 1% in H1 2023. The MedTech business unit delivered strongly
against their strategy and that growth was offset by the Pharma
business unit which is refocussing and investing to address the
market opportunities that the new divisional structure will enable
it to capitalise on.
Key highlights from the six-month period ended 30 June 2023
include:
-- Gross profit growth of 6% against a strong comparative period
driven by growth in the gross profit margin to 40.1%.
-- Gross profit generated from outside Ireland represents 52% of the divisional gross profit.
-- Growth in gross profit margin from 36.1% (June 2022) to 40.1%
-- Rebrand of the MedTech entities under the brand 'Uniphar
MedTech' further integrating the pan-European offering.
-- Increase in number of manufacturers represented in more than
one geography to 83 (June 2022: 75).
-- Integration of the acquisition of Inspired Health is progressing well.
MedTech
The MedTech business unit provides a fully integrated solution
for our clients in sales, marketing and distribution of medical
devices across specialisms such as interventional cardiology and
radiology, orthopaedics, ophthalmology, minimally invasive surgery,
diagnostic imaging and critical care.
The business delivered strong growth in the period capitalising
on our ability to deliver excellent service to our customers. Our
business continued to partner with suppliers on supply chain
constraints and improvement is being seen against the challenges
experienced in 2022. A focus for the business in 2023 has been the
continued integration of our pan-European service offering. The
consolidation of our business unit under a single brand name of
'Uniphar MedTech' is the next step in that journey.
The strength of MedTech has been the geographic and clinical
diversity of its portfolio combined with deep trusted relationships
with manufacturers and customers. The opening of a US-based
facility in mid-2023 gives the business the capability to support
European MedTech manufacturers seeking to access the US market in
addition to offering pharma solutions to US manufacturers.
Pharma
The Pharma business unit supports pharmaceutical partners in
driving the commercialisation of their products leveraging data,
insights and marketing solutions to deliver targeted omni-channel
solutions. The pharmaceutical industry is constantly evolving as
manufacturers develop innovative therapies and seek new methods of
commercialising them.
Pharma delivered a solid performance in 2023 with the result
reflective of a period of refocusing and investing to address the
market opportunities that the new divisional structure will enable
it to capitalise on. The business has capitalised on the emergence
of the hybrid model of engagement with Healthcare Practitioners
(HCP's) combining both in-person and virtual engagement. HCP's now
seek information that is customised to their interests, delivered
in a convenient medium at a time of their choice rather than mass
marketing. Uniphar Pharma's suite of services across the product
lifecycle enable us to support our customers reach their target
markets and drive growth.
Our recently launched medical affairs capability across Europe
is a valuable addition to the suite of services we can offer our
customers. The division is developing local medical affairs
expertise in 11 countries across Europe and the market response has
been positive to date. This experienced team has launch experience
in Rare Disease, Immunology, Oncology, Haematology, Neurology,
Vaccines and Paediatrics and will support clients launching
therapies in European markets that address unmet needs and deliver
the best quality of care for patients.
Product Access
Growth
2023 2022 Constant
Six months ended 30 June EUR'000 EUR'000 Reported currency
Revenue 253,060 74,474 239.8% 242.0%
Gross profit 37,762 21,818 73.1% 74.7%
Gross profit margin % 14.9% 29.3% (1440bps)
======== ======== =========
Overview
The Product Access division is focussed on ensuring equitable
access to medicines for patients. We partner with manufacturers to
provide global reach and world class execution to get their
medicines to the patients who need them with many of these being
early stage, high tech or otherwise difficult to source medicines.
The division operates through two business units being On Demand
and Exclusive Access.
H1 2023 Performance
Product Access achieved transformational growth in the period
driven by the acquisitions of BModesto Group and Orspec Pharma in
the second half of 2022. Gross profit increased by 73.1% to
EUR37.8m with organic gross profit growth of 8.5% achieved in the
period.
Key highlights from the period include:
-- Gross profit growth of 73.1% of which 8.5% is organic growth.
-- Gross profit margin declined to 14.9% due to the recent acquisition of the BModesto Group.
-- 8 new Expanded Access Programs (EAPs) awarded in the period
with 83 in total compared to 42 at the time of IPO.
-- 73% of the division's gross profit is generated outside of Ireland.
-- The integration of BModesto Group and Orspec Pharma, both of
which were acquired in the second half of 2022, is progressing
according to plan and opening up opportunities in mainland Europe
and in the Asia Pacific region.
On Demand
The On Demand business unit is a leading supplier of unlicenced
and difficult to source medicines to healthcare providers globally.
The business delivered a very strong performance in the period
driven by global medicine shortages combined with the acquisitions
of the BModesto Group and Orspec Pharma in 2022. The global
shortages of medicines has created opportunities for specialist
suppliers such as Uniphar to source and deliver them to where they
are needed across the world.
The integration of the 2022 acquisitions of the BModesto Group
and Orspec Pharma is progressing well and both businesses are
performing strongly in the period post-acquisition. They have
provided the Group with the platform to geographically extend the
On Demand offering by providing a physical presence for the Group
in mainland Europe and in key Asia Pacific markets.
A focus for the business is further developing our unlicenced
medicines business utilising the infrastructure that the recent
acquisitions provide combined with the deep logistics knowledge
from our Supply Chain & Retail division.
Exclusive Access
The Exclusive Access business unit focusses on delivering
Expanded Access Programmes (EAPs) for pharmaceutical manufacturers.
EAPs allow patients gain access to innovative therapies that may
not be available to them through other routes whilst enabling the
manufacturer gain greater knowledge and understanding of the
patient, the medicine and the market while refining their
commercialisation strategy.
The Exclusive Access business unit delivered a solid performance
and was awarded eight new Expanded Access Programs (EAPs) in the
period. The drug development pipeline of our target customers
remains strong and the strength of that pipeline will ultimately
result in additional opportunities in future periods.
A particular focus for the business is in cell and gene therapy.
These treatments are frequently complex to deliver from a clinical
and manufacturing perspective and often have stringent distribution
criteria. Our proprietary technology platform, Uniphi, continues to
be developed to support patient enrolment and personalised patient
education. This platform, combined with our experience in
delivering such treatments, makes Uniphar a compelling partner for
manufacturers considering an EAP as part of their launch
strategy.
Supply Chain & Retail
Growth
2023 2022 Constant
Six months ended 30 June EUR'000 EUR'000 Reported currency
Revenue 831,683 755,035 10.2% 10.2%
Gross profit 88,189 65,776 34.1% 34.1%
Gross profit margin % 10.6% 8.7% 190bps
======== ======== ========
Overview
The Supply Chain & Retail division comprises of our
pre-wholesale and wholesale pharmaceutical distribution business,
with approximately 1,900 community pharmacy customers and a
vertically integrated model with 423 owned, franchised or supported
pharmacies. Uniphar holds c.53% of the current market share and is
an essential part of the national health infrastructure in
Ireland.
H1 2023 performance
-- 34.1% growth in gross profit of which 7.7% is organic growth.
-- Continued growth in gross profit margin to 10.6% (2022: 8.7%).
-- Strong gross profit growth is driven by volume growth in the market.
-- McCauley Pharmacy Group acquisition completed in January 2023
with the integration progressing in line with expectations.
-- New consumer products standalone distribution facility opened in 2023.
Wholesale
The Wholesale business delivered strong business volume growth
in the period supported by demand from customers combined with
overall growth in the market. Medicine shortages continue to
challenge the business from an operational perspective in getting
product distributed to customers in a timely and equitable manner.
The business infrastructure has proven capable of responding to a
strained supply chain with the continued growth highlighting the
necessity of investing for the future. Progress is being made on
our multi-year strategic investment programme in a new distribution
facility. Once operational, this facility will encompass the latest
technology enabling the doubling of existing capacity levels and
ensuring that we continue to provide a market leading service
offering to our customers.
Pre-wholesale
The pre-wholesale business performed well in the period and
continues to be the partner of choice for manufacturers seeking
pre-wholesale solutions in the Irish market. Cold chain
pharmaceutical products continue to show volume growth and require
more sophisticated capabilities that the business is experienced in
delivering.
Retail
Our vertically integrated network of owned or franchised stores
now amounts to 423 pharmacies that are supported through the
Uniphar symbol group. Symbol group members are offered a range of
both front and back-office support, in addition to a dedicated team
on the ground to enable community pharmacies to better compete with
the larger and multi-national owned chains.
Retail pharmacies performed strongly in the period driven by
volume growth combined with the addition of the McCauley Group
stores. Front-of-shop consumer products continue to be a growth
opportunity and fits well with our existing distribution
infrastructure. Our ambition is to continue to grow the consumer
products category to become the go-to partner for brands seeking a
presence on Irish pharmacy selves.
Acquisitions
The division completed the acquisition of the McCauley Pharmacy
Group in January 2023 following approval from the CCPC. The
McCauley Group brings an additional 34 pharmacies into the Group
net of the three which were disposed to satisfy the CCPC agreed
remedies. McCauley has built a strong consumer products offering
that complements our existing estate and our ambition of becoming
the go-to partner for brands seeking growth.
Financial Review
Summary financial performance
Growth
2023 2022 Constant
Six months ended 30 June EUR'000 EUR'000 Reported currency
IFRS measures
Revenue 1,239,582 991,831 25.0% 25.3%
Gross profit 187,992 146,135 28.6% 29.4%
Operating profit 28,006 25,078 11.7% 12.2%
Basic EPS (cent) 5.5 5.9
Alternative performance measures
Gross profit margin 15.2% 14.7%
EBITDA 51,126 44,935 13.8% 14.2%
Adjusted EPS (cent) 7.4 8.4
Net bank debt (178,045) (73,807)
Return on capital employed 14.7% 16.6%
Revenue
Revenue increased by 25.0%, which was achieved through a
combination of organic growth, driven by a strong performance in
the Supply Chain & Retail division together with the impact of
the acquisitions completed since June 2022.
Gross profit
Gross profit has increased by 28.6% in the period primarily due
to the factors impacting revenue outlined above. The Gross profit
margin has increased from 14.7% to 15.2% reflecting the continued
expansion of the Group into higher margin businesses and
categories.
Divisional gross profit
Growth
2023 2022 Constant
Six months ended 30 June EUR'000 EUR'000 Reported Currency
Commercial & Clinical 62,041 58,541 6.0% 7.2%
Product Access 37,762 21,818 73.1% 74.7%
Supply Chain & Retail 88,189 65,776 34.1% 34.1%
187,992 146,135
========== ============
EBITDA
EBITDA has increased by EUR6.2m (13.8%) to EUR51.1m. This is
driven by the organic growth in revenue and gross profit together
with the impact of the acquisitions completed in the past year.
Overheads have increased as a result of increased investment in the
cost base to facilitate future growth combined with some
inflationary pressures on cost.
Exceptional items
Exceptional costs amounted to EUR3.8m for the period and
primarily relate to acquisition integration costs (EUR1.7m), loss
on disposal of businesses and assets (EUR1.4m), redundancy and
restructuring costs (EUR1.0m), strategic business transformation
costs (EUR0.9m), professional fees associated with acquisitions
(EUR0.8m) and other costs (EUR0.2m). These costs are offset by a
decrease in deferred contingent consideration (EUR1.7m) and an
exceptional income tax expense credit (EUR0.6m). Further details
are provided in note 3.
Earnings per share
Basic earnings per share decreased from 5.9 cent to 5.5 cent.
The decrease in earnings is primarily attributable to a reduction
in the profit attributable to owners of EUR1.0m due to increased
financing costs in the period. The weighted average number of
shares in the period is 272,815,000 (2022: 272,297,000). The
weighted average number of ordinary shares includes the effect of
shares granted under the LTIP arrangement that have met the share
price performance conditions but will not vest until 31 December
2024.
Adjusted earnings per share has decreased from 8.4 cent to 7.4
cent reflecting the increased financing costs in the period
partially offset by increased operating profits arising from
organic growth and acquisitions.
On a like for like basis, adjusted earnings per share decreased
from 8.4 cent to 7.4 cent by applying the weighted average number
of shares as at June 2023 to both periods, to provide a more
meaningful comparison.
Cash flow and net bank debt
Reported free cash flow conversion in the six months to 30 June
2023 was 25.9% (2022: 47.5%) reflecting as expected the unwind of
temporary favourable working capital positions from 2022 with the
Group's net bank debt position being EUR178.0m. This reflects an
increase in net bank debt of EUR86.8m primarily driven by
investment in acquisitions and strategic capital projects.
2023 2022
Six months ended 30 June EUR'000 EUR'000
Net cash (outflow)/inflow from operating activities (12,996) 10,708
Net cash outflow from investing activities (62,829) (25,538)
Net cash inflow from financing activities 27,585 5,541
Foreign currency translation movement 194 (433)
========= =========
(Decrease)/increase in cash and cash equivalents
in the period (48,046) (9,722)
========= =========
Cash flow from movement in borrowings (38,782) (15,788)
========= =========
Movement in net bank (debt)/cash (86,828) (25,510)
========= =========
The cash outflow from operating activities of EUR12.9m is
reflective of the unwind of temporary favourable working capital
positions from 2022 combined with higher levels of interest
payments and corporation tax payments compared to 2022. When
adjusted for the unwind of the temporary timing positions in
December 2022, the adjusted free cash flow is 67.8% which is within
our target range of 60-70%.
The net cash outflow from investing activities of EUR62.8m
primarily consists of payments for acquisitions of EUR23.4m (net of
cash acquired), capital investments of EUR14.0m, deferred and
contingent consideration payments of EUR4.1m and repayment of debt
acquired on acquisition of EUR22.7m. Of the capital investments,
EUR10.4m is strategic in nature primarily relating to the
commencement of investment in a new distribution facility.
The net cash inflow from financing activities of EUR27.6m was
due to a drawdown of borrowings to support business growth offset
by principal lease payments and the payment of dividends.
Taxation
The tax charge excluding exceptional items in the period is
EUR4.0m and equates to an effective tax rate of 17.5%. This
compares to a charge of EUR4.5m in the same period last year with
an effective tax rate of 17.3%. The increase in the effective tax
rate of 0.2% is attributable to the increased contribution of
profits from higher tax rate jurisdictions coupled with the
increase in the UK corporation tax rate from April 2023. The
effective tax rate is calculated as the income tax charge for the
period as a percentage of the profit before tax and exceptional
items.
Foreign exchange
The Group's expansion into new geographies, and the continued
growth in existing geographies operating outside of the Eurozone,
results in the primary foreign exchange exposure for the Group
being the translation of local Income Statements and Balance Sheets
into Euro for Group reporting purposes.
On a constant currency basis, revenue increased by 25.3% (vs
25.0% reported growth), gross profit increased 29.4% (vs reported
growth 28.6%) and operating profit increased by 12.2% (vs 11.7%
reported growth).
H1 2023 H1 2022
Average Average
GBP 0.8764 0.8422
US Dollar 1.0804 1.0928
Swedish Krona 11.326 10.476
=============== ======== ========
Return on capital employed
Return on capital employed for the rolling 12-month period
closed at 14.7% (December 2022: 17.3%) performing in line with the
Group's medium-term target. The reduction of 2.6% since 2022
reflects the increased investment by the Group in strategic capital
expenditure that will deliver growth to the Group in the medium
term. The investments made during 2023, both from a capital and
acquisitions perspective, will deliver further benefits and growth
in the coming years.
Dividends
A final dividend of EUR3.1m relating to 2022 was paid in May
2023. The Board has committed to a progressive dividend policy and,
reflective of this, a 2023 interim dividend of EUR0.0064 per
ordinary share has been declared. It is proposed to pay the
dividend on 20 October 2023 to ordinary shareholders on the
Company's register on 29 September 2023.
In accordance with company law and IFRS, these dividends have
not been provided for in the Balance Sheet at 30 June 2023.
Statement of Directors' responsibilities
The Directors confirm to the best of their knowledge that the
condensed consolidated interim financial statements have been
prepared in accordance with IAS 34 Interim Financial Reporting, as
adopted by the EU, and to the best of their knowledge and
belief:
a) the condensed consolidated interim financial statements
comprising the Condensed Consolidated Group Income Statement, the
Condensed Consolidated Group Statement of Comprehensive Income, the
Condensed Consolidated Group Balance Sheet, the Condensed
Consolidated Group Cash Flow Statement, the Condensed Consolidated
Group Statement of Changes in Equity and related notes have been
prepared in accordance with IAS 34 Interim Financial Reporting as
adopted by the EU, and are prepared in order to comply with the
Euronext Growth Market Rule Book and AIM Rules for Companies;
b) the interim results include a fair review of the important
events that have occurred during the first six months of the
financial year and their impact on the condensed consolidated
interim financial statements for the half year ended 30 June
2023.
Signed on behalf of the Board
M. Pratt G. Rabbette
13 September 2023
Independent review report to Uniphar Plc
Report on the condensed consolidated interim financial
statements
Our conclusion
We have reviewed Uniphar Plc's condensed consolidated interim
financial statements (the "interim financial statements") in the
2023 Interim results of Uniphar Plc for the six month period ended
30 June 2023 (the "period").
Based on our review, nothing has come to our attention that
causes us to believe that the interim financial statements are not
prepared, in all material respects, in accordance with
International Accounting Standard 34, 'Interim Financial
Reporting', as adopted by the European Union.
The interim financial statements, comprise:
-- the Condensed Consolidated Group Balance Sheet as at 30 June 2023;
-- the Condensed Consolidated Group Income Statement for the period then ended;
-- the Condensed Consolidated Group Statement of Comprehensive
Income for the period then ended;
-- the Condensed Consolidated Group Cash Flow Statement for the period then ended;
-- the Condensed Consolidated Group Statement of Changes in
Equity for the period then ended; and
-- the explanatory notes to the interim financial statements.
The interim financial statements in cluded in the 2023 Interim
results have been prepared in accordance with International
Accounting Standard 34, 'Interim Financial Reporting', as adopted
by the European Union.
As disclosed in note 1 to the interim financial statements, the
financial reporting framework that has been applied in the
preparation of the full annual financial statements of the group is
applicable law and International Financial Reporting Standards
(IFRSs) as adopted by the European Union.
Basis for conclusion
We conducted our review in accordance with International
Standard on Review Engagements (Ireland) 2410, 'Review of Interim
Financial Information Performed by the Independent Auditor of the
Entity' ("ISRE (Ireland) 2410") issued for use in Ireland. A review
of interim financial information consists of making enquiries,
primarily of persons responsible for financial and accounting
matters, and applying analytical and other review procedures.
A review is substantially less in scope than an audit conducted
in accordance with International Standards on Auditing (Ireland)
and, consequently, does not enable us to obtain assurance that we
would become aware of all significant matters that might be
identified in an audit. Accordingly, we do not express an audit
opinion.
We have read the other information contained in the 2023 Interim
results and considered whether it contains any apparent
misstatements or material inconsistencies with the information in
the interim financial statements.
Conclusions relating to going concern
Based on our review procedures, which are less extensive than
those performed in an audit as described in the Basis for
conclusion section of this report, nothing has come to our
attention to suggest that the directors have inappropriately
adopted the going concern basis of accounting or that the directors
have identified material uncertainties relating to going concern
that are not appropriately disclosed.
This conclusion is based on the review procedures performed in
accordance with ISRE (Ireland) 2410. However future events or
conditions may cause the group to cease to continue as a going
concern.
Responsibilities for the interim financial statements and the
review
Our responsibilities and those of the directors
The 2023 Interim results, including the interim financial
statements, is the responsibility of, and has been approved by, the
directors. The directors are responsible for preparing the 2023
Interim results in accordance with International Accounting
Standard 34, 'Interim Financial Reporting', as adopted by the
European Union. In preparing the 2023 Interim results including the
interim financial statements, the directors are responsible for
assessing the group's ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the directors
either intend to liquidate the group or to cease operations, or
have no realistic alternative but to do so.
Our responsibility is to express a conclusion on the interim
financial statements in the 2023 Interim results based on our
review. Our conclusion, including our Conclusions relating to going
concern, is based on procedures that are less extensive than audit
procedures, as described in the Basis for conclusion paragraph of
this report. This report, including the conclusion, has been
prepared for and only for the company for management purposes and
for no other purpose. We do not, in giving this conclusion, accept
or assume responsibility for any other purpose or to any other
person to whom this report is shown or into whose hands it may come
save where expressly agreed by our prior consent in writing.
PricewaterhouseCoopers
Chartered Accountants
13 September 2023
Dublin
Notes:
(a) The maintenance and integrity of the Uniphar plc website is
the responsibility of the directors; the work carried out by the
auditors does not involve consideration of these matters and,
accordingly, the auditors accept no responsibility for any changes
that may have occurred to the financial statements since they were
initially presented on the website.
(b) Legislation in the Republic of Ireland governing the
preparation and dissemination of financial statements may differ
from legislation in other jurisdictions.
Condensed Consolidated Group Income Statement
for the six months ended 30 June 2023
Six months ended 30 June 2023 Six months ended 30 June 2022
Pre- Exceptional Total Pre- Exceptional Total
exceptional (note 3) exceptional (note 3)
(unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited)
Notes EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000
Revenue 2 1,239,582 - 1,239,582 991,831 - 991,831
Cost of sales (1,051,590) - (1,051,590) (845,696) - (845,696)
------------ ------------ ------------ ------------ ------------ ------------
Gross profit 187,992 - 187,992 146,135 - 146,135
Selling and
distribution costs (38,912) - (38,912) (34,747) - (34,747)
Administrative
expenses (115,177) (4,643) (119,820) (80,545) (5,784) (86,329)
Other operating
(expense) / income 166 (1,420) (1,254) 19 - 19
------------ ------------ ------------ ------------ ------------ ------------
Operating profit 34,069 (6,063) 28,006 30,862 (5,784) 25,078
Finance (cost) /
income 4 (11,269) 1,654 (9,615) (4,737) - (4,737)
------------ ------------ ------------ ------------ ------------ ------------
Profit before tax 22,800 (4,409) 18,391 26,125 (5,784) 20,341
Income tax expense (3,987) 615 (3,372) (4,530) 284 (4,246)
------------ ------------ ------------ ------------ ------------ ------------
Profit for the
financial period 18,813 (3,794) 15,019 21,595 (5,500) 16,095
------------ ------------ ------------ ------------ ------------ ------------
Attributable to:
Owners of the
parent 15,012 16,061
Non-controlling
interests 7 34
------------ ------------
Profit for the
financial period 15,019 16,095
------------ ------------
Attributable to:
Continuing
operations 15,019 16,095
------------ ------------
Profit for the
financial period 15,019 16,095
Earnings per
ordinary share (in
cent):
Continuing
operations 5.5 5.9
------------ ------------
Basic and diluted
earnings per share
(in cent) 5 5.5 5.9
------------ ------------
Condensed Consolidated Group Statement of Comprehensive
Income
for the six months ended 30 June 2023
Six months Six months
ended ended
30 June 30 June
2023 2022
(unaudited) (unaudited)
EUR'000 EUR'000
Profit for the financial period 15,019 16,095
Other comprehensive income/(expense):
Items that may be reclassified to the Income
Statement:
Unrealised foreign currency translation adjustments 943 (1,302)
Total comprehensive income for the financial
period 15,962 14,793
-------------- ------------
Attributable to:
Owners of the parent 15,955 14,759
Non-controlling interests 7 34
-------------- ------------
Total comprehensive income for the financial
period 15,962 14,793
-------------- ------------
Attributable to:
Continuing operations 15,962 14,793
-------------- ------------
Total comprehensive income for the financial
period 15,962 14,793
-------------- ------------
Condensed Consolidated Group Balance Sheet
as at 30 June 2023
30 June 31 December
2023 2022
(unaudited) (audited)
Notes EUR'000 EUR'000
ASSETS
Non-current assets
Intangible assets - goodwill 7 512,876 482,981
Intangible assets - other assets 7 37,867 24,459
Property, plant and equipment, and
right-of-use assets 8 193,740 166,628
Financial assets - Investments in equity
instruments 25 25
Deferred tax asset 10,781 9,020
Other receivables 1,755 509
Total non-current assets 757,044 683,622
------------ -----------
Current assets
Inventory 175,472 157,656
Trade and other receivables 213,662 164,212
Cash and cash equivalents 55,658 103,704
Assets held for sale 9 1,600 1,600
Total current assets 446,392 427,172
------------ -----------
Total assets 1,203,436 1,110,794
------------ -----------
EQUITY
Capital and reserves
Called up share capital presented as
equity 10 21,841 21,841
Share premium 176,501 176,501
Share based payment reserve 2,203 718
Other reserves 2,951 2,008
Retained earnings 100,403 88,476
------------ -----------
Attributable to owners 303,899 289,544
Attributable to non-controlling interests 246 239
------------ -----------
Total equity 304,145 289,783
------------ -----------
LIABILITIES
Non-current liabilities
Borrowings 11 216,997 187,431
Provisions 12 88,644 94,060
Lease obligations 13 123,487 105,919
Total non-current liabilities 429,128 387,410
------------ -----------
Current liabilities
Borrowings 11 16,706 7,490
Lease obligations 13 15,364 14,315
Trade and other payables 435,017 407,206
Corporation tax 3,076 4,590
Total current liabilities 470,163 433,601
------------ -----------
Total liabilities 899,291 821,011
------------ -----------
Total equity and liabilities 1,203,436 1,110,794
------------ -----------
Condensed Consolidated Group Cash Flow Statement
for the six months ended 30 June 2023
Six months Six months
ended ended
30 June 30 June
2023 2022
Notes (unaudited) (unaudited)
EUR'000 EUR'000
Operating activities
Cash inflow from operating activities 15 3,770 19,166
Payment of deferred contingent consideration - (1,250)
Interest paid (6,889) (1,828)
Interest paid on lease liabilities 13 (2,308) (1,824)
Corporation tax payments (7,569) (3,556)
------------ ------------
Net cash (outflow)/inflow from operating
activities (12,996) 10,708
------------ ------------
Investing activities
Payments to acquire property, plant and equipment
- Maintenance (2,426) (3,489)
Payments to acquire property, plant and equipment
- Strategic projects (7,379) (5,461)
Receipts from disposal of property, plant
and equipment (net of disposal expenses) 1,061 72
Receipts from disposal of businesses (net
of disposal expenses) 745 -
Payments to acquire intangible assets - Maintenance (1,209) (821)
Payments to acquire intangible assets - Strategic
projects (2,990) (1,670)
Payments to acquire subsidiary undertakings
(net of cash acquired) (23,369) (11,874)
Repayment of debt acquired on acquisition
of subsidiary undertakings (22,664) -
Payments on prior year acquisitions (561) -
Payment of deferred and deferred contingent
consideration (4,137) (2,295)
Receipt of deferred consideration receivable 100 -
------------ ------------
Net cash outflow from investing activities (62,829) (25,538)
------------ ------------
Financing activities
Proceeds from borrowings 30,000 15,133
Repayments of borrowings (434) (57)
Increase in invoice discounting facilities 9,216 -
Payment of dividends 6 (3,085) (3,001)
Principal element of lease payments 13 (8,112) (6,534)
------------ ------------
Net cash inflow from financing activities 27,585 5,541
------------ ------------
Decrease in cash and cash equivalents in the
period (48,240) (9,289)
Foreign currency translation of cash and cash
equivalents 194 (433)
Opening balance cash and cash equivalents 103,704 78,025
------------ ------------
Closing balance cash and cash equivalents 14 55,658 68,303
------------ ------------
Condensed Consolidated Group Statement of Changes in Equity
for the six months ended 30 June 2023
Share Share Share Foreign Revaluation Capital Retained Attributable Total
capital premium based currency reserve redemption earnings to non- Equity
payment translation reserve controlling
reserve reserve interests
EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000
At 1 January
2022 21,841 176,501 183 4,604 700 60 47,555 120 251,564
Profit for the
financial
period - - - - - - 16,061 34 16,095
Movement in
share-based
payment
reserve - - 213 - - - - - 213
Other
comprehensive
expenses:
Movement in
foreign
currency
translation
reserve - - - (1,302) - - - - (1,302)
Transactions
recognised
directly in
equity:
Dividends paid
(Note 6) - - - - - - (3,001) - (3,001)
At 30 June
2022
(unaudited) 21,841 176,501 396 3,302 700 60 60,615 154 263,569
-------- -------- -------- ----------- ----------- ---------- --------- ------------ -------
At 1 January
2023 21,841 176,501 718 1,248 700 60 88,476 239 289,783
Profit for the
financial
period - - - - - - 15,012 7 15,019
Movement in
share-based
payment
reserve - - 1,485 - - - - - 1,485
Other
comprehensive
expense:
Movement in
foreign
currency
translation
reserve - - - 943 - - - - 943
Transactions
recognised
directly in
equity:
Dividends paid
(Note 6) - - - - - - (3,085) - (3,085)
At 30 June
2023
(unaudited) 21,841 176,501 2,203 2,191 700 60 100,403 246 304,145
-------- -------- -------- ----------- ----------- ---------- --------- ------------ -------
Notes to the Consolidated Financial Statements
1. General information
Basis of preparation
The condensed consolidated interim financial statements of
Uniphar plc and its subsidiaries (the 'Group') have been prepared
in accordance with IAS 34, Interim Financial Reporting, as endorsed
by the European Union.
The financial information in the condensed interim consolidated
financial statements has been prepared on a basis consistent with
that adopted for the year ended 31 December 2022. The accounting
policies applied in the interim financial statements are the same
as those applied in the 2022 Annual Report.
The Group's auditors have reviewed, not audited, the condensed
consolidated interim financial statements contained in this report.
These interim financial statements are prepared in order to comply
with the Euronext Growth Market Rule Book and AIM Rules for
Companies and are not statutory financial statements as they do not
include all of the information required for full annual financial
statements and should be read in conjunction with the Uniphar Group
Annual Report (statutory financial statements) for the year ended
31 December 2022. The audit report on those statutory financial
statements was unqualified and did not contain any matters to which
attention was drawn by way of emphasis.
The preparation of interim financial statements in compliance
with IAS 34 requires management to make estimates and assumptions
that affect the reported amount of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
interim financial statements and the reported amounts of revenue
and expenses during the reporting period. Actual results could
differ from those estimates. The areas involving a high degree of
judgement or complexity, or areas where assumptions and estimates
are significant to the financial statements are disclosed in the
Group's Annual Report for the year ended 31 December 2022 in note 1
on pages 142 to 143.
The Group's interim financial statements are prepared for the
six-month period ended 30 June 2023. The interim 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.
Going Concern
The Group Condensed Consolidated Interim Financial Statements
have been prepared on the going concern basis of accounting. 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 possible changes in
trading performance and considering business risk.
The Group has strong liquidity supported into the future by a
banking facility with a remaining term extending to August 2027
(with two options to extend by a further one year). The Group
renewed and expanded its banking facility during 2022 to provide it
with the platform to fund continued growth.
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 interim
financial statements. As a result, the Directors consider that it
is appropriate to continue to adopt the going concern basis in
preparing the interim financial statements.
New Standards, Amendments, and Interpretations
The following standards and interpretations are effective for
the Group from 1 January 2023 but do not have a material effect on
the results or financial position of the Group:
- Amendments to IAS 1, 'Presentation of Financial Statements'
- Amendments to IAS 8, 'Accounting Policies, Changes in Accounting Estimates and Errors'
- Amendments to IAS 12, 'Income Taxes'
New Standards and Interpretations not yet adopted
Certain new accounting standards and interpretations have been
published that are not mandatory for 30 June 2023 reporting periods
and have not been adopted by the Group. These standards are not
expected to have a material impact in the current or future
reporting periods and on foreseeable future transactions.
2. Revenue and segments
2023 2022
EUR'000 EUR'000
Revenue 1,239,582 991,831
--------- --------
2023 2022
EUR'000 EUR'000
Commercial & Clinical - MedTech 128,835 118,873
Commercial & Clinical - Pharma 26,004 43,449
--------- -------
Commercial & Clinical 154,839 162,322
Product Access 253,060 74,474
Supply Chain & Retail 831,683 755,035
--------- -------
Total Revenue 1,239,582 991,831
--------- -------
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 two principal geographical regions being
the Republic of Ireland and Europe (including UK). The Group also
operates in the US and 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.
2023 2022
EUR'000 EUR'000
Ireland 947,387 853,798
Rest of Europe, including UK 223,522 110,313
Rest of the World 68,673 27,720
--------- -------
1,239,582 991,831
--------- -------
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, being, Commercial &
Clinical, Product Access, and Supply Chain & Retail. These
divisions align to the Group's operational and financial management
structures:
-- Commercial & Clinical provide outsourced services,
specifically sales, marketing and multichannel account management
to pharmaco-medical manufacturers, and distribution and support
services to medical device manufacturers. Uniphar offers a fully
integrated digitally enabled customer centric solution that is
supported through market data, insights and digital programmes. We
integrate these programmes with our supply chain and distribution
capability to provide a full end-to-end service to
manufacturers;
-- Product Access consists of two service offerings, being: On
Demand and Exclusive Access. On Demand provides access to
pharmaco-medical products and treatments, by developing valuable
relationships and interactions between manufacturers and other
healthcare stakeholders. This business operates in both the retail
and hospital markets in the Irish, UK, Netherlands and MENA
markets. Exclusive Access provides bespoke distribution
partnerships to pharmaceutical partners around key brands, with new
programs focused on speciality pharmaceutical products. It delivers
a unique patient support program that allows healthcare
professionals to connect with patients, on a global basis; and
-- Supply Chain & Retail provides both pre-wholesale and
wholesale distribution of pharmaceutical, healthcare and animal
health products to pharmacies, hospitals and veterinary surgeons in
Ireland. Uniphar operate 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.
Commercial Product Supply Chain
& Clinical Access & Retail Total
Six months ended 30 June 2023
EUR'000 EUR'000 EUR'000 EUR'000
Revenue 154,839 253,060 831,683 1,239,582
Gross profit 62,041 37,762 88,189 187,992
----------- ------- ------------ ---------
Six months ended 30 June 2022
EUR'000 EUR'000 EUR'000 EUR'000
Revenue 162,322 74,474 755,035 991,831
Gross profit 58,541 21,818 65,776 146,135
Assets and liabilities are reported to the Board at a Group
level and are not reported on a segmental basis.
3. Exceptional charge
2023 2022
EUR'000 EUR'000
Professional fees including acquisition costs 824 2,014
Acquisition integration costs 1,729 1,060
Redundancy and restructuring costs 1,007 2,710
Strategic business transformation 860 -
Loss on disposal of businesses and assets 1,420 -
Other exceptional costs 223 -
Exceptional charge recognised in operating profit 6,063 5,784
------- -------
Decrease in deferred contingent consideration (1,654) -
Exceptional credit recognised in finance costs (1,654) -
------- -------
Exceptional credit recognised in income tax expense (615) (284)
------- -------
Total exceptional charge 3,794 5,500
------- -------
Professional fees including acquisition costs
Professional fees including acquisition costs incurred during
2023 are primarily relating to costs relating to the acquisition
disclosed in note 17 together with costs incurred on transactions
currently under consideration.
Acquisition integration costs
Acquisition integration costs primarily relate to costs incurred
on the integration of recent acquisitions into the expanded Group.
They also include professional fees relating to specialist industry
and market insights to optimise the integration of recent
acquisitions.
Redundancy and restructuring costs
Redundancy and restructuring costs are primarily redundancy and
ex-gratia termination costs arising on reorganisations and recent
acquisitions.
Strategic business transformation
Strategic business transformation are costs incurred associated
with reorganising and establishing a strategic presence in the US
market. The costs include initial setup costs, relocation costs and
a long term incentive plan associated with building a strategically
significant business in the US market.
Exceptional credit recognised in tax charge
The tax credit recognised in the tax charge is the tax impact of
the components of the Exceptional charge listed above.
Loss on disposal of businesses and assets
Notes Businesses Assets Total
2023 2023 2023
EUR'000 EUR'000 EUR'000
Property, plant and equipment,
and right-of-use assets 8 (810) (538) (1,348)
Goodwill 7 (1,097) (887) (1,984)
Inventories (308) (216) (524)
Trade and other receivables (222) (388) (610)
Cash Disposed (133) (2) (135)
Trade and other payables 305 209 514
Other non-current liabilities 598 193 791
---------- ------- -------
(1,667) (1,629) (3,296)
---------- ------- -------
Consideration
Cash received 878 1,526 2,404
Disposal related costs - (528) (528)
---------- ------- -------
878 998 1,876
---------- ------- -------
Loss on disposal of businesses
and assets (789) (631) (1,420)
---------- ------- -------
Net cash inflow on disposal: Businesses Assets Total
2023 2023 2023
EUR'000 EUR'000 EUR'000
Cash received 878 1,526 2,404
Less: Cash disposed (133) (2) (135)
Less: Disposal related costs paid - (528) (528)
---------- -------- --------
Net cash inflow on disposal 745 996 1,741
---------- -------- --------
Loss on disposal of businesses
On 31 May 2023 the Group disposed of 100% of the share capital
of McHugh's Pharmacy Limited and Sam McCauley Chemists (Bunclody)
Limited both of which traded as retail pharmacies. These disposals
were completed as a binding commitment from Uniphar to the CCPC
associated with the acquisition of the McCauley Pharmacy Group. The
combined consideration from these disposals amounted to EUR878,000
resulting in a loss on disposal of these businesses of
EUR789,000.
Loss on disposal of assets
During the period, the Group disposed of the assets of a retail
pharmacy in Navan further to a binding commitment to the CCPC
associated with the acquisition of the McCauley Pharmacy Group. In
addition, the Group disposed of a legacy distribution facility in
Limerick that is included in property, plant and equipment. The
combined consideration from these disposals amounted to EUR1.5m
resulting in a net loss on disposal of EUR631,000.
4. Finance cost / (income)
2023 2022
EUR'000 EUR'000
Interest on lease obligations 2,308 1,824
Interest payable on borrowings and non-recourse
costs 7,633 1,848
Fair value adjustment of deferred and deferred
contingent consideration 1,283 953
Amortisation of refinancing transaction fees 215 133
Interest receivable (170) (21)
Finance cost before exceptional credit 11,269 4,737
------- -------
Decrease in deferred contingent consideration
(note 3) (1,654) -
Exceptional credit recognised in finance cost (1,654) -
------- -------
Total Finance cost / (income) 9,615 4,737
------- -------
5. Earnings per share
Basic earnings per share and diluted earnings per share for the
six months ended 30 June have been calculated by reference to the
following:
2023 2022
Profit for the financial period attributable to
owners (EUR'000) 15,012 16,061
--------- -------
Weighted average number of shares ('000) 272,815 272,297
--------- -------
Earnings per ordinary share (in cent):
- Basic 5.5 5.9
--------- -------
- Diluted 5.5 5.9
--------- -------
Adjusted earnings per share has been calculated by reference to
the following:
2023 2022
EUR'000 EUR'000
Profit for the financial period attributable to
owners 15,012 16,061
Exceptional charge recognised in operating profit
(note 3) 6,063 5,784
Exceptional credit recognised in finance costs
(note 3) (1,654) -
Exceptional credit recognised in income tax (note
3) (615) (284)
Tax credit on acquisition related intangibles (174) (178)
Amortisation of acquisition related intangibles
(note 7) 1,636 1,423
------- -------
Profit after tax excluding exceptional items 20,268 22,806
Weighted average number of shares in issue in
the period (000's) 272,815 272,297
------- -------
Adjusted basic and diluted earnings per ordinary
share (in cent) 7.4 8.4
------- -------
The weighted average number of ordinary shares includes the
effect of shares granted under the LTIP arrangement that have met
the share price performance conditions during the period but will
not vest until 31 December 2024.
6. Dividends
A final dividend of EUR3.1m (EUR0.0113 per ordinary share)
relating to 2022 was declared and paid in May 2023 (June 2022:
EUR3.0m). Continuing with the Board's commitment to a progressive
dividend policy, the Board declared a 2023 interim dividend of
EUR0.0064 per ordinary share. It is proposed to pay the dividend on
20 October 2023 to ordinary shareholders on the Company's register
on 29 September 2023.
In accordance with company law and IFRS, these dividends have
not been provided for in the Balance Sheet at 30 June 2023.
7. Intangible assets, and right-of-use assets
Computer Trademark Goodwill Technology Brand Customer Total
software asset Names Relationships
EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000
Cost
At 1 January 2023 41,947 189 501,690 3,047 11,238 3,322 561,433
FX movement 20 - (531) (57) - (83) (651)
Acquisitions - - 32,410 - 10,947 - 43,357
Additions 6,704 15 - - - - 6,719
Disposals/retirements (2,896) - (1,984) - - - (4,880)
--------- --------- -------- -------------- ------------ -------------- --------
At 30 June 2023 45,775 204 531,585 2,990 22,185 3,239 605,978
--------- --------- -------- -------------- ------------ -------------- --------
Accumulated Amortisation
At 1 January 2023 30,033 154 18,709 1,319 2,339 1,439 53,993
FX movement 6 - - (19) - (40) (53)
Amortisation 1,600 5 - 290 1,018 328 3,241
Disposals/retirements (1,946) - - - - - (1,946)
--------- --------- -------- -------------- ------------ -------------- --------
At 30 June 2023 29,693 159 18,709 1,590 3,357 1,727 55,235
--------- --------- -------- -------------- ------------ -------------- --------
Net book amounts
At 31 December
2022 11,914 35 482,981 1,728 8,899 1,883 507,440
--------- --------- -------- -------------- ------------ -------------- --------
At 30 June 2023 16,082 45 512,876 1,400 18,828 1,512 550,743
--------- --------- -------- -------------- ------------ -------------- --------
Intangible assets 16,082 45 512,876 1,400 18,828 1,512 550,743
Right-of-use assets - - - - - - -
--------- --------- -------- -------------- ------------ -------------- --------
At 30 June 2023 16,082 45 512,876 1,400 18,828 1,512 550,743
--------- --------- -------- -------------- ------------ -------------- --------
Included in intangible assets are assets under construction to
the net book value of EUR 5,453,000 (2022: EUR2,323,000).
Amortisation has not commenced on these assets.
Reconciliation to Balance Sheet 30 June 31 December
2023 2022
EUR'000 EUR'000
Intangible assets- goodwill 512,876 482,981
Intangible assets- other assets 37,867 24,459
------- -----------
Intangible assets total 550,743 507,440
------- -----------
Impairment testing of goodwill
Goodwill is not amortised but it is tested for impairment
annually, or more frequently if events or changes in circumstances
indicate that it might be impaired, and is carried at cost less
accumulated impairment losses. An impairment loss is recognised for
the amount by which the carrying amount exceeds its recoverable
amount. The recoverable amount is the higher of an asset's fair
value less costs of disposal and value in use. For the purposes of
assessing impairment, assets are grouped at the lowest levels for
which there are separately identifiable cash inflows which are
largely independent of the cash inflows from other assets or groups
of assets (CGUs).
There is no material change to the circumstances that existed at
31 December 2022 and consequently no impairment indicators were
identified. The Group's annual impairment assessment will be
performed at 31 December 2023.
8. Property, plant and equipment, and right-of-use assets
Land and Leasehold Plant and Fixtures Computer Motor Instruments Total
buildings improvements equipment and equipment vehicles
fittings
EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000
Cost
At 1 January 2023 149,672 16,183 39,662 14,192 6,742 7,825 6,568 240,844
Foreign exchange
movement 16 19 24 68 9 30 - 166
Additions 1,838 84 8,705 472 558 1,341 837 13,835
Acquisitions 20,567 6,592 - 1,328 704 12 - 29,203
Disposals/retirements (3,355) (417) (25) (1,131) (403) (1,859) (449) (7,639)
At 30 June 2023 168,738 22,461 48,366 14,929 7,610 7,349 6,956 276,409
---------- ------------ ---------- ----------- ---------- --------- ----------- -------
Accumulated
depreciation
At 1 January 2023 34,557 4,622 17,397 6,245 4,097 3,851 3,447 74,216
Foreign exchange
movement 66 11 50 54 13 10 - 204
Charge for the period 7,313 852 1,595 1,122 876 1,164 894 13,816
Disposals/retirements (1,695) (227) (23) (1,054) (394) (1,732) (442) (5,567)
At 30 June 2023 40,241 5,258 19,019 6,367 4,592 3,293 3,899 82,669
---------- ------------ ---------- ----------- ---------- --------- ----------- -------
Net book value
At 31 December 2022 115,115 11,561 22,265 7,947 2,645 3,974 3,121 166,628
---------- ------------ ---------- ----------- ---------- --------- ----------- -------
At 30 June 2023 128,497 17,203 29,347 8,562 3,018 4,056 3,057 193,740
---------- ------------ ---------- ----------- ---------- --------- ----------- -------
Reconciliation to
Balance Sheet
Property, plant and
equipment 7,505 17,203 29,164 8,562 3,018 529 3,057 69,038
Right-of-use assets 120,992 - 183 - - 3,527 - 124,702
---------- ------------ ---------- ----------- ---------- --------- ----------- -------
Net book value at 30
June 2023 128,497 17,203 29,347 8,562 3,018 4,056 3,057 193,740
---------- ------------ ---------- ----------- ---------- --------- ----------- -------
Included in property, plant and equipment are assets under
construction to the net book value of EUR 18,659 ,000 (31 December
2022: EUR10,708 ,000). Depreciation has not commenced on these
assets.
9. Assets held for sale
Properties Total
EUR'000 EUR'000
At 1 January 2023 1,600 1,600
At 30 June 2023 1,600 1,600
---------- -------
Properties held for sale relate to properties acquired on
completion of the acquisition of Bradley's Pharmacy Group in
November 2018. These properties are presented in the Balance Sheet
at the lower of their carrying amount and fair value less any costs
to sell. Uniphar plc acquired Bradley's Pharmacy Group from
examinership in November 2018, and in accordance with the
application of the examinership scheme arrangement acquired
non-recourse borrowings of EUR4,000,000 which are secured by these
properties. These borrowings have a carrying value of EUR1,600,000
at 30 June 2023 (31 December 2022: EUR1,600,000).
The properties held for sale are available for immediate sale in
their present condition subject to terms that are usual and
customary for properties of this nature. The properties are being
actively marketed and the Group is committed to its plan to sell
these properties in an orderly manner.
10. Called up share capital presented as equity
30 June
2023
EUR'000
Authorised:
453.2 million (31 December 2022: 453.2 million) ordinary
shares of 8c each 36,256
16.0 million (31 December 2022: 16.0 million) "A" ordinary
shares of 8c each 1,280
--------
37,536
--------
Movement in the period in issued share capital presented 30 June
as equity
2023
EUR'000
Allotted, called up and fully paid ordinary shares
At 1 January - 273,015,254 ordinary shares of 8c each 21,841
At 30 June - 273,015,254 ordinary shares of 8c each 21,841
--------
Total allotted share capital:
At 30 June - 273,015,254 (31 December 2022: 273,015,254)
ordinary shares 21,841
----------
11. Borrowings
Bank loans are repayable in the following periods:
30 June 31 December
2023 2022
EUR'000 EUR'000
Amounts falling due within one year 16,706 7,490
Amounts falling due between one and five years 216,997 187,431
-------- -----------
233,703 194,921
-------- -----------
The Group's total bank loans at 30 June 2023 were EUR233,703,000
(31 December 2022: EUR194,921,000). Bank loans falling due within
one year include EUR1,600,000 (31 December 2022: EUR1,600,000)
arising on the acquisition of the Bradley's Pharmacy Group which is
secured by a property acquired on the acquisition which is
classified as held for sale. Following the disposal of this
property the loan is required to be repaid (note 9).
At 30 June 2023, the Group's revolving credit facility loans in
use were subject to an interest margin of +1.5% (2022: +1.5%) on
inter-bank interest rates (EURIBOR, GBP SONIA and USD SOFR).
Bank security
Bank overdrafts (including invoice discounting) and bank loans
of EUR233,703,000 (31 December 2022: EUR194,921,000) are secured by
cross guarantees and fixed and floating charges from the Company
and certain subsidiary undertakings.
12. Provisions
Deferred Lease Warranty Other Total
contingent dilapidation provision
consideration
EUR'000 EUR'000 EUR'000 EUR'000 EUR'000
At 1 January 2023 91,798 488 133 1,641 94,060
Recognised during the
period - - 110 - 110
Unwinding of discount 1,281 - - - 1,281
Utilised during the
period (4,328) - - - (4,328)
Released during the
period (1,654) (30) - - (1,684)
Arising on acquisition - 350 - - 350
Foreign currency movement (1,110) - 6 (41) (1,145)
-------------- ------------- ---------- ------- -------
At 30 June 2023 85,987 808 249 1,600 88,644
-------------- ------------- ---------- ------- -------
Deferred contingent consideration
Deferred contingent consideration represents the present value
of deferred contingent consideration which would become payable
based on pre-defined profit thresholds being met. During the
period, EUR4,328,000 of the provision was utilised in respect of
prior periods acquisitions of which payments of EUR3,713,000 were
made and EUR615,000 transferred to accruals pending payment.
Deferred contingent consideration of EUR1,654,000 in respect of
acquisitions completed in prior years were released in the period
following a review of expected performance against earn-out
targets.
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
The Balance Sheet shows the following amounts relating to
leases:
30 June 31 December
2023 2022
EUR'000 EUR'000
Right-of-use assets:
Buildings 120,992 107,268
Plant and equipment 183 278
Motor vehicles 3,527 3,441
Computer Software - 1,139
------- -----------
Net book value of right-of-use assets 124,702 112,126
------- -----------
Lease liabilities:
Current 15,364 14,315
Non-current 123,487 105,919
------- -----------
Total lease liabilities 138,851 120,234
------- -----------
Right-of-use assets are included in the lines 'Intangible
assets' and 'Property, plant and equipment' on the Balance Sheet,
and are presented in note 7 and 8.
Additions to the right-of-use assets during the period ended 30
June 2023 were EUR2,608,000 (30 June 2022: EUR1,959,000).
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:
Six months Six months
ended ended
30 June 30 June
2023 2022
EUR'000 EUR'000
Buildings 7,113 5,481
Plant and equipment 95 254
Motor vehicles 1,090 1,241
---------- ----------
Right-of-use assets depreciation charge 8,298 6,976
---------- ----------
Computer Software 190 190
---------- ----------
Right-of-use assets amortisation charge 190 190
---------- ----------
Interest on lease obligations (note 4) 2,308 1,824
Principal repayments 8,112 6,534
---------- ----------
Total cash outflow in respect of leases 10,420 8,358
---------- ----------
14. Analysis of net debt
30 June 31 December 30 June
2023 2022 2022
EUR'000 EUR'000 EUR'000
Cash and cash equivalents 55,658 103,704 68,303
55,658 103,704 68,303
--------- ----------- ---------
Bank loans repayable within one year (16,706) (7,490) (1,664)
Bank loans payable after one year (216,997) (187,431) (140,446)
--------- ----------- ---------
Bank loans (233,703) (194,921) (142,110)
--------- ----------- ---------
Net bank debt (178,045) (91,217) (73,807)
--------- ----------- ---------
Current lease obligations (15,364) (14,315) (12,097)
Non-current lease obligations (123,487) (105,919) (105,370)
--------- ----------- ---------
Lease obligations (138,851) (120,234) (117,467)
--------- ----------- ---------
Net debt (316,896) (211,451) (191,274)
--------- ----------- ---------
15. Reconciliation of operating profit to cash flow from
operating activities
Six months Six months
ended ended
30 June 30 June
2023 2022
EUR'000 EUR'000
Operating profit before exceptional items 34,069 30,862
Cash related exceptional items (12,145) (5,081)
---------- ----------
21,924 25,781
Depreciation 13,816 11,497
Amortisation of intangible assets 3,241 2,576
Increase in inventory (8,114) (16,270)
Increase in receivables (44,298) (13,195)
Increase in payables 15,357 8,755
Share based payment expense 1,485 -
Foreign currency translation adjustments 359 22
---------- ----------
Cash inflow from operating activities 3,770 19,166
---------- ----------
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
EUR'000 EUR'000 EUR'000 EUR'000
Financial assets
30 June 2023:
Investments in equity instruments 25 - 25 25
Trade and other receivables
** - 186,883 186,883 186,893
Cash and cash equivalents - 55,658 55,658 55,658
25 242,541 242,566 242,576
---------- ---------- ------- -------
* Fair value through other comprehensive income.
** Excluding prepayments and accrued income.
Financial Financial Total Fair
liabilities liabilities value
at at
FVTPL*** amortised
cost
EUR'000 EUR'000 EUR'000 EUR'000
Financial liabilities
30 June 2023:
Borrowings - 233,703 233,703 233,703
Deferred acquisition consideration - 100 100 100
Trade and other payables **** - 268,777 268,777 268,777
Deferred contingent consideration 85,987 - 85,987 85,987
Lease liabilities - 138,851 138,851 138,851
85,987 641,431 727,418 727,418
------------ ------------ ------- -------
*** 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).
Long-term receivables
The fair value of long-term receivables is determined by
discounting future cash flows at market rates of interest at the
period end.
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 remaining 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 six months, the nominal
amount is deemed to reflect fair value. For loans with repricing
dates of greater than six 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 profit 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 2015 to 2022.
The significant unobservable inputs are:
-- Pre-defined profit thresholds which have not been disclosed
due to their commercial sensitivities; and
-- Risk adjusted discount rate of between 2.5% and 4% (2022: between 2.5% and 4%).
For the fair value of deferred contingent consideration, a 1%
increase in the risk adjusted discount rate at 30 June 2023,
holding the other inputs constant would reduce the fair value of
the deferred contingent consideration by EUR1.2m. A 1% decrease in
the risk adjusted discount rate would result in an increase of
EUR1.2m 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
EUR'000 EUR'000 EUR'000 EUR'000
Recurring fair value measurements
At 30 June 2023
Investments in equity instruments - - 25 25
Deferred contingent consideration - - (85,987) (85,987)
------- ------- -------- --------
- - (85,962) (85,962)
------- ------- -------- --------
There were no transfers between the fair value levels for
recurring fair value measurements during the period. 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 period ended 30 June 2023:
Shares in Deferred Total
unlisted contingent
companies consideration
EUR'000 EUR'000 EUR'000
At 1 January 2023 25 (91,798) (91,773)
Recognised during the period - 3,713 3,713
Unwinding of discount* - (1,281) (1,281)
Released during the period* - 2,269 2,269
Foreign currency movement - 1,110 1,110
---------- -------------- --------
At 30 June 2023 25 (85,987) (85,962)
---------- -------------- --------
* These amounts have been credited/(charged) to the Income
Statement in finance income/costs.
Financial risk management
The Group's operations expose it to various financial risks. The
Group has a risk management programme 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. The condensed 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 2022 Annual
Report.
17. Acquisitions of subsidiary undertakings
A key strategy of the Group is to expand into higher growth
sectors and extend the capabilities the Group can offer our
clients. In line with this strategy, the Group completed the
following acquisition during the financial period:
-- McCauley Pharmacy Group
The Group acquired 100% of the ordinary share capital of LXV
Remedies Holdings Limited for consideration of EUR26,743,000. LXV
Remedies Holdings Limited operates a network of retail pharmacies
in Ireland.
Goodwill is attributable to the future economic benefits arising
from assets which are not capable of being individually identified
and separately recognised. The significant factors giving rise to
the goodwill include the value of the teams within the business
acquired, the enhancement of the competitive position of the Group
in the marketplace and the strategic premium paid by Uniphar Group
to create the combined Group.
The initial assignment of fair values to net assets acquired has
been performed on a provisional basis in respect of the acquisition
completed during 2023, due to its recent acquisition date. The
Group has 12 months from the date of acquisition to finalise the
fair value of the assets/liabilities acquired, and any amendments
to these fair values within the 12-month period from the date of
acquisition will be disclosable in the 2023 Annual Report as
stipulated by IFRS 3, Business Combinations.
The acquisition completed in 2023 has contributed EUR34.2m to
revenue and EUR14.6m of gross profit for the period since the date
of acquisition. The proforma revenue and operating profit before
exceptional items for the Group for the period ended 30 June 2023
would have been EUR1,246.4m and EUR28.0m respectively had the
acquisitions been completed at the start of the current reporting
period.
The provisional fair value of the assets and liabilities
acquired as part of the acquisitions completed during the financial
period are set out below:
EUR'000
ASSETS
Non-current assets
Intangible assets 10,947
Property, plant and equipment 8,636
Property, plant and equipment - Right of use assets 20,567
Other non-current assets 1,320
41,470
-------
Current assets
Inventory 10,225
Trade and other receivables 5,707
Other current assets 105
Cash and cash equivalents 2,874
18,911
-------
Total assets 60,381
-------
LIABILITIES
Non-current liabilities
Lease obligations 22,304
Bank borrowings 22,664
44,968
-------
Current liabilities
Trade and other payables 16,406
Lease obligations 3,901
Deferred tax liability 773
21,080
-------
Total liabilities 66,048
-------
Identifiable net liabilities acquired (5,667)
-------
Group share of net liabilities acquired (5,667)
Goodwill arising on acquisition 32,410
-------
Consideration 26,743
-------
The acquisition in the 2023 financial year of the McCauley
Pharmacy Group has been determined to be a substantial transaction
and separate disclosure of the fair values of the identifiable
assets and liabilities has therefore been made. There were no other
business combinations completed during the period.
The gross contractual value of the trade and other receivables
as at the respective dates of acquisition amounted to EUR5.7m. The
fair value of these receivables is estimated at EUR5.7m (all of
which is expected to be recoverable).
In the period to 30 June 2023, the Group incurred acquisition
costs of EUR0.8m relating to acquisitions completed during the
period together with costs incurred on transactions currently under
consideration (30 June 2022: EUR2.0m). These have been included in
administrative expenses in the Group Income Statement.
2022 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 2022 were performed on a
provisional basis. The fair values attributable to the assets and
liabilities of these acquisitions remain provisional with the
exception of Dr Hauschka Limited, Orspec Pharma Group, Inspired
Health and four ICP acquisitions which were purchased prior to
October 2022. 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
On 3 July 2023, the Group reached agreement to acquire a further
shareholding in Innerstrength Limited which increases the Group's
shareholding from 82.3% to 99.0%.
On 4 August 2023, the Group reached agreement to acquire part of
the business and assets of Pivot Digital Health Limited. This
acquisition further expands our digital offering in the
omni-channel consultancy and healthcare practitioner (HCP)
engagement areas.
There have been no other material events subsequent to 30 June
2023 that would require adjustment to or disclosure in this
report.
19. Approval by the Board of Directors
The Directors approved the interim financial statements on 13
September 2023.
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.
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 EBITDA provides management
items, net finance expense, with an assessment of the underlying
income tax expense, depreciation, trading performance of the
and intangible assets amortisation. 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
Adjusted Earnings before exceptional and/or with other businesses.
EBITDA items, net finance expense,
income tax expense, depreciation, Adjusted EBITDA is used for
and intangible assets amortisation, leverage calculations.
adjusted for the impact of
IFRS 16 and the pro-forma
EBITDA of acquisitions.
===================================== =======================================
Net bank Net bank debt represents Net bank debt is used by management
debt the net total of current as it gives a summary of the
and non-current borrowings, Group's current leverage which
cash and cash equivalents, management will consider when
and restricted cash as presented evaluating investment opportunities,
in the Group Balance Sheet. potential acquisitions, and
internal resource allocation.
===================================== =======================================
Net debt Net debt represents the total Net debt is used by management
of net bank debt, plus current as it gives a complete picture
and non-current lease obligations of the Group's debt including
as presented in the Group the impact of lease liabilities
Balance Sheet. recognised under IFRS 16.
===================================== =======================================
Leverage Net bank debt divided by Leverage is used by management
adjusted EBITDA for the period. 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 This comprises of operating Adjusted operating profit is
Operating profit as reported in the used to assess the underlying
Profit Group Income Statement before operating performance excluding
amortisation of acquired the impact of non-operational
intangible assets and exceptional items. This is a key measure
items (if any). used by management to evaluate
the businesses operating performance.
===================================== =======================================
Adjusted This comprises of profit Adjusted EPS is used to assess
earnings for the financial period the after-tax underlying performance
per share attributable to owners of of the business in combination
the parent as reported in with the impact of capital
the Group Income Statement structure actions on the share
before exceptional items base. This is a key measure
(if any) and amortisation used by management to evaluate
of acquisition related intangibles, the businesses operating performance,
divided by the weighted average generate future operating plans,
number of shares in issue and make strategic decisions.
in the period.
===================================== =======================================
Like for Like for like adjusted earnings Like for like adjusted EPS
Like adjusted per share is calculated for is used to assess the after-tax
earnings both the current and prior underlying performance of the
per share period by dividing the profit business assuming a constant
of the relevant period attributable share base.
to owners of the parent as
reported in the Group Income
Statement before exceptional
items (if any) and amortisation
of acquisition related intangibles,
by the weighted average number
of shares in issue in the
current period.
===================================== =======================================
Free cash Free cash flow conversion Free cash flow represents the
flow conversion calculated as EBITDA, less funds generated from the Group's
investment in working capital, ongoing operations. These funds
less maintenance capital are available for reinvestment,
expenditure, less foreign and for future acquisitions
exchange translation adjustment, as part of the Group's growth
divided by EBITDA. strategy. A high level of free
cash flow conversion is key
to maintaining a strong, liquid
Balance Sheet.
===================================== =======================================
Return ROCE is calculated as the This measure allows management
on capital 12 months rolling operating to monitor business performance,
employed profit before the impact review potential investment
of exceptional costs and opportunities and the allocation
amortisation of acquisition of internal resources.
related intangibles, 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
completed during the period
are appropriately time apportioned.
===================================== =======================================
EBITDA
Six months ended/as at Six months ended/as at
30 June 30 June
2023 2022
EUR'000 EUR'000
Operating profit Income Statement 28,006 25,078
Exceptional charge recognised in operating profit Note 3 6,063 5,784
Depreciation Note 8 13,816 11,497
Amortisation Note 7 3,241 2,576
---------------------- ----------------------
EBITDA 51,126 44,935
---------------------- ----------------------
Adjust for the impact of IFRS 16 (10,421) (8,349)
Pro-forma EBITDA of acquisitions 33 454
---------------------- ----------------------
Adjusted EBITDA 40,738 37,040
---------------------- ----------------------
Net bank debt
30 June 31 December 30 June
2023 2022 2022
EUR'000 EUR'000 EUR'000
Cash and cash equivalents Balance Sheet 55,658 103,704 68,303
Bank loans repayable within one year Balance Sheet (16,706) (7,490) (1,664)
Bank loans payable after one year Balance Sheet (216,997) (187,431) (140,446)
--------- ----------- ---------
Net bank debt (178,045) (91,217) (73,807)
--------- ----------- ---------
Net debt
30 June 31 December 30 June
2023 2022 2022
EUR'000 EUR'000 EUR'000
Net bank debt APMs (178,045) (91,217) (73,807)
Current lease obligations Balance Sheet (15,364) (14,315) (12,097)
Non-current lease obligations Balance Sheet (123,487) (105,919) (105,370)
--------- ----------- ---------
Net debt (316,896) (211,451) (191,274)
--------- ----------- ---------
Leverage
30 June 31 December 30 June
2023 2022 2022
EUR'000 EUR'000 EUR'000
Net bank debt APMs (178,045) (91,217) (73,807)
Rolling 12 months adjusted EBITDA 91,182 91,370 75,999
--------- ----------- --------
Leverage (times) 1.95 1.0 0.97
--------- ----------- --------
Adjusted operating profit
30 June 30 June
2023 2022
EUR'000 EUR'000
Operating profit Income Statement 28,006 25,078
Amortisation of acquisition related intangibles Note 7 1,636 1,423
Exceptional charge recognised in operating profit Note 3 6,063 5,784
Adjusted operating profit 35,705 32,285
------- -------
Adjusted earnings per share
Six months ended Six months ended
30 June 30 June
2023 2022
EUR'000 EUR'000
Adjusted earnings per share has been calculated by reference to the following:
Profit for the financial period attributable to owners 15,012 16,061
Exceptional charge recognised in operating profit (note 3) 6,063 5,784
Exceptional credit recognised in finance costs (note 3) (1,654) -
Exceptional credit recognised in income tax (note 3) (615) (284)
Tax credit on acquisition related intangibles (174) (178)
Amortisation of acquisition related intangibles (note 7) 1,636 1,423
Profit after tax excluding exceptional items 20,268 22,806
Weighted average number of shares in issue in the period (000's) 272,815 272,297
---------------- ----------------
Adjusted basic and diluted earnings per ordinary share (in cent) 7.4 8.4
---------------- ----------------
Like for like weighted average number of shares (000's) 272,815 272,815
---------------- ----------------
Like for like adjusted earnings per ordinary share (in cent) 7.4 8.4
---------------- ----------------
Free cash flow conversion
Six months ended Six months ended
30 June Year ended 30 June
2023 31 December 2022
2022
EUR'000 EUR'000 EUR'000
EBITDA APMs 51,126 98,040 44,935
Increase in inventory Note 15 (8,114) (15,130) (16,270)
(Increase)/decrease in receivables Note 15 (44,298) 2,934 (13,195)
Increase in payables Note 15 15,357 2,700 8,755
Share based payment expense Note 15 1,485 535 -
Foreign currency translation adjustments Note 15 359 1,393 22
Payments to acquire property, plant and
equipment - maintenance Cash Flow (2,426) (8,299) (3,489)
Payments to acquire intangible assets
maintenance Cash Flow (1,209) (3,448) (821)
Settlement of acquired financial liabilities* 938 2,138 1,429
---------------- -------------------- ----------------
Free cash flow 13,218 80,863 21,366
---------------- -------------------- ----------------
EBITDA 51,126 98,040 44,935
---------------- -------------------- ----------------
Free cash flow conversion 25.9% 82.5% 47.5%
---------------- -------------------- ----------------
* 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
30 June 30 June 30 June
2023 2022 2021
EUR'000 EUR'000 EUR'000
Rolling 12 months operating profit 56,084 46,616 43,503
Adjustment for 12 months exceptional
costs 16,694 15,508 10,871
Acquisition related 12 months intangible
amortisation 2,921 2,813 897
--------- ---------- ----------
Adjusted 12 months rolling operating
profit 75,699 64,937 55,271
--------- ---------- ----------
Total equity 304,146 263,569 217,697
Net bank debt/(cash) 178,045 73,807 30,341
Deferred contingent consideration 85,987 89,971 81,455
Deferred consideration payable 100 3,977 4,244
--------- ---------- ----------
Total capital employed 568,278 431,324 333,737
--------- ---------- ----------
Average capital employed 499,801 382,531
Adjustment for acquisitions (note A /
B below) 14,258 7,909
--------- ----------
Adjusted average capital employed 514,059 390,440
--------- ----------
Return on capital employed 14.7% 16.6%
--------- ----------
Note A: Adjustment for acquisitions Capital Completion Adjustment
(2023) employed Date
EUR'000 EUR'000
McCauley Pharmacy Group 49,407 Feb-23 (4,117)
BModesto Group 41,901 Nov-22 6,984
Other acquisitions completed during 2022
and 2023 33,532 Various 11,391
Adjustment for acquisitions 14,258
----------
Note B: Adjustment for acquisitions Capital Completion Adjustment
(2022) employed Date
EUR'000 EUR'000
Dr Hauschka 1,541 Mar-22 (257)
Other acquisitions completed during 2021
and 2022 53,909 Various 8,166
----------
Adjustment for acquisitions 7,909
----------
The adjustment ensures that the capital employed of acquisitions
completed during the period are appropriately time apportioned. The
adjustment includes cash consideration, deferred and deferred
contingent consideration, debt acquired, cash acquired, and any
cash impact of shareholder loans or other similar financial
liabilities repaid post-acquisition.
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END
IR UOSRROKUKAUR
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September 14, 2023 02:00 ET (06:00 GMT)
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