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Uniphar PLC 2019 Preliminary Results

27/03/2020 7:00am

UK Regulatory (RNS & others)


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RNS Number : 8060H

Uniphar PLC

27 March 2020

Uniphar plc

2019 Preliminary Results

Uniphar plc a diversified healthcare services business announces its preliminary results for the year ended 31 December 2019.

FINANCIAL HIGHLIGHTS

 
                                                                  Growth 
                                                          ---------------------- 
                                                                        Constant 
                                         2019       2018  Reported   currency(2) 
Year ended 31 December(1)             EUR'000    EUR'000         %             % 
 
Revenue                             1,665,283  1,417,895     17.4%         17.3% 
Gross profit                          180,602    115,717     56.1%         55.9% 
            Commercial & Clinical      76,754     35,378    117.0%        116.6% 
            Product Access             17,199     10,338     66.4%         65.5% 
            Supply Chain & Retail      86,649     70,001     23.8%         23.8% 
Gross margin % (Group)                  10.8%       8.2% 
EBITDA                                 58,555     32,237     81.6%         81.4% 
EBITDA excluding impact of IFRS 
 16 (3)                                48,022     32,237     49.0%         48.8% 
Operating profit                       28,207     15,826     78.2%         77.7% 
Profit before tax excluding 
 exceptional items                     31,770     20,479     55.1%         55.0% 
Net bank cash/(debt)                   26,622  (152,880) 
Basic EPS (cent)                         11.5        7.3 
Adjusted EPS (cent)                      14.3       15.0 
==================================  =========  =========  ========  ============ 
 
   --      Gross profit increase of 56% to EUR180.6m (7% on an organic basis). 
   --      EBITDA(3) increase of 49%, from EUR32.2m to EUR48.0m. 
   --      Return on capital employed for the year was 14.7%. (2018: 15.3%) 
   --      Net bank cash of EUR26.6m as at 31 December 2019 (2018: net bank debt of EUR152.9m). 

-- Dividend of EUR2.0m proposed in respect of period from IPO to 31 December 2019, subject to approval at AGM.

STRATEGIC AND OPERATIONAL HIGHLIGHTS

-- Strong gross profit growth across all trading divisions and geographies, with 7% organic growth.

-- 52% of gross profit from growth divisions (Commercial & Clinical and Product Access): driving Group gross margin from 8.2% to 10.8%.

-- IPO Complete in July 2019: successful dual listing on the Euronext Growth (Dublin) and AIM (London) markets.

-- Durbin Acquisition: key strategic acquisition of Durbin(4) completed providing a global platform in Product Access and integration progressing in line with plan.

-- Entry into the Nordics: important milestone achieved with Uniphar's successful entry into the Nordics through the acquisition of EPS Group(5) .

1. Additional information in relation to Alternative Performance Measures (APMs) are set out on pages 46 to 49.

2. Constant currency growth is calculated by applying the prior period's actual exchange rate to the current period's result.

3. IFRS 16 "Leases" was adopted from 1 January 2019. For comparative purposes, EBITDA has also been presented excluding the impact of the adoption of IFRS 16.

   4.     Durbin plc and Durbin inc ("Durbin"). 
   5.     EPS Vascular AB, EP Endovascular AB and EPS Vascular OY ("EPS Group"). 

Ger Rabbette, Uniphar Group Chief Executive Officer said:

"Our 2019 results reflect a very strong performance by the Group, with EUR48m EBITDA in line with the Board expectations. We have achieved 56% growth in reported gross profit, 7% of which is organic. Our Product Access and Commercial & Clinical divisions continue to be the key growth engines for the Group and for the first time contributed over 50% of gross profit. Supply Chain & Retail saw strong volume growth outperforming the market.

The successful IPO of Uniphar in July provided the Group with a robust capital structure and strong liquidity at year end.

As previously advised, we continue to monitor and respond to Covid-19 developments, cognisant of the vital role Uniphar plays in the healthcare ecosystem, in terms of maintaining continuity in the supply and distribution of much needed medicines, medical devices and related services.

Our highly committed staff are managing the situation with dedication and resilience and will continue to be essential in delivering our strategy in the medium term.

Our strategic developments in 2019 have positioned us well to achieve our strategic objective of doubling EBITDA within 5 years of IPO."

Analyst presentation

A presentation for investors and analysts will be held by conference call at 9am, today, 27 March 2020. To register for the call please visit www.uniphar.ie .

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

Contact details

 
Uniphar Group                             Tel: +353 (0) 1 428 7777 
 
Tim Dolphin, Chief Financial Officer 
Brian O'Shaughnessy, Group Director of Corporate Development 
 
Q4 PR                                     Tel: +353 (0) 1 475 1444 or +353 (0) 
                                           87 235 6461 
 
Iarla Mongey, Public Relations Advisor to Uniphar Group 
 
Davy (Nomad and Euronext Growth Advisor)  Tel: +353 (0) 1 679 6363 
 
Fergal Meegan 
 Barry Murphy 
 Tom Tynan 
 

About Uniphar Group plc

Headquartered in Dublin, Ireland, Uniphar plc 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. With a workforce of more than 2,200, the Group is active in Ireland, the UK, Benelux, the Nordics and the US.

The Group'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 sales, marketing & distribution solutions to multinational pharmaceutical and medical device manufacturers on an outsourced basis. Active in Ireland, the UK, Benelux, and the Nordics, the Group is growing with its clients to provide pan-European solutions. Uniphar has built a fully integrated multi-channel solution that is supported by highly experienced, clinically trained teams to deliver exceptional outcomes for all clients.

Product Access

In Product Access the Group is growing two distinct service offerings: 1) "On Demand Access", 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 to more than 160 countries globally.

Supply Chain & Retail

Uniphar is an established market leader in Ireland with c.50% market share in the wholesale/hospital market, supported by a network of 287 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 utilised for the benefit of the growth divisions.

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 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, Uniphar Group undertakes no obligation to update or revise (publicly or otherwise) any projection or forward-looking statement, whether as a result of new information, future events or other circumstances.

Overview

2019 was a transformative year for Uniphar and a significant milestone in our history . Having successfully completed our listings in Dublin and London in July, we are now well positioned to deliver the Group's strategy of doubling 2018 pro-forma EBITDA within five years from IPO.

The structures are in place for our two growth divisions, Commercial & Clinical and Product Access, and the Group has made great progress against its strategic objectives, with the acquisition of Durbin and the entry into the Nordic market. In 2019, the growth divisions delivered 52% of the Group's gross profit, increasing from 40% in 2018. Additionally, g ross profit generated from outside of Ireland more than doubled in the year, with the expansion of the pan-European footprint in Commercial & Clinical, and the global platform now in place in Product Access following the acquisition of Durbin.

The Uniphar platform seeks to provide Commercial & Clinical and Product Access solutions to meet the growing needs of pharmaceutical and medical device manufacturers across the lifecycle of their products and is underpinned by the following structural growth drivers:

-- More complex manufacturer needs for commercialisation and distribution of speciality pharmaceutical and medical device products.

o By 2023 speciality pharma is forecast to grow to 50% of total global pharma sales by value (from 11% in 1997 and 43% in 2017).

-- Continued strong growth in outsourcing of non-core activities by manufacturers, including the commercialisation of speciality products and access to niche markets.

o The European contract sales outsourcing market is forecast to grow from EUR1.6b in 2018 to EUR2.3b in 2022.

-- Highly fragmented European market for the commercialisation and supply of pharmaceuticals and medical devices.

o Individual country regulatory regimes and cultures (language etc.) make Europe a very challenging geography for manufacturers to serve.

Key to the delivery of this strategy has been;

1. The formation of a medical device operating unit within Commercial & Clinical through the acquisition of Sisk Healthcare in 2018;

2. The acquisitions of medical device distributors EPS Group and M3 Medical in 2019, adding to the acquisitions of Sisk Healthcare, Macromed and Angiocare in 2018;

   3.   The expansion into the Nordics through the acquisition of EPS Group; and 

4. The acquisition of Durbin in July 2019, a specialist supplier of pharmaceuticals with offices in the UK and the US, providing a global platform in Product Access, delivering to over 160 countries in both the On Demand and Exclusive Access sectors.

The Group has strong established relationships with 7 of the top 10 pharma companies and 6 of the top 10 medical device companies. Following the completion of the Durbin acquisition, Uniphar has a workforce in excess of 2,200 across Europe and the US and delivers unlicensed and specialty medicine to over 160 countries.

Group revenues increased by 17% to EUR1,665.3m (2018: EUR1,417.9m). Gross profit increased by 56% to EUR180.6m (2018: EUR115.7m), driven by 7% organic gross profit growth, the full year benefit of the Group's 2018 acquisitions and a contribution from acquisitions in 2019. The improvement in the Group's gross margin, from 8.2% to 10.8% is primarily driven by the strategy of expanding into higher growth, higher margin businesses.

This has resulted in strong EBITDA performance of EUR48.0m (2018: EUR32.2m). These figures are stated excluding the adoption of IFRS 16 ("Leases"), which increases the Group's reported EBITDA by EUR10.6m to EUR58.6m. Basic EPS is now 11.5 cent per share increasing from 7.3 cent in 2018, with adjusted EPS of 14.3 cent in 2019, compared to 15.0 cent in 2018. The lower adjusted earnings per share in 2019 reflects the improved underlying trading performance of the Group, offset by the increase in the weighted average number of shares in issue during the year as a result of the IPO. Adjusted EPS for 2019 was 10.1 cent when calculated on the basis that all IPO and Sisk warrant shares are in issue for the full year, the comparable figure in 2018 calculated on the same basis would be 6.9 cent.

Return on capital employed ("ROCE") for the period was 14.7%, performing at the upper end of the Group's medium-term target.

Following a strong cash performance during the year and our successful IPO, the Group now has a positive net bank cash position of EUR26.6m (2018: net bank debt EUR152.9m).

The strategic priority continues to be on expanding the Group's pan-European commercial offering and developing its global Product Access capabilities to meet the increasing needs of speciality products and innovative medical technologies.

Current trading and outlook

Having delivered an excellent year in 2019, we are well positioned to deliver the plan in the coming year, excluding any potential disruption due to Covid-19.

While we continue to monitor ongoing Covid-19 developments, performance is ahead of our expectations for the first two months of 2020, and there has been limited disruption to our business up to now. As we prepare for the full impact of the Covid-19 crisis, we expect to continue to see increased volumes across the Group, with likely increases in cost to serve as we invest in additional resources to manage significantly higher volumes, while at the same time dealing with reduced availability of manpower due to potential sick leave, self-isolation or quarantine situations arising. Due to reprioritisation of resources within hospitals and other healthcare facilities we are preparing for a possible delay in medical device revenue if certain 'non-urgent' elective surgeries have to be postponed. Using currently available information our best estimate, of a three month disruption, could result in a reduction of 2020 EBITDA in the region of EUR5m. We would, however, expect that this would be recovered in future periods as and when healthcare systems return to normal.

Outside of Covid-19 preparedness, our priorities for 2020 include the continued integration of Durbin and growth of Product Access, continued integration of our Commercial & Clinical acquisitions, further geographic expansion and to further grow our market share in Supply Chain & Retail. Uniphar is well positioned to deliver continued organic growth across all divisions in line with its medium-term outlook, with the additional benefit of the full year impact of recent bolt-on acquisitions . Our medium-term divisional organic gross profit growth guidance remains unchanged:

   --      Product Access: Double digit 
   --      Commercial & Clinical: Mid single digit 
   --      Supply Chain & Retail: Low single digit 

We are confident we have the strategy, the market opportunity, the platform, the competitive edge, and the team in place to double 2018 pro-forma EBITDA within five years from IPO.

Acquisitions and integration

During the year, Uniphar completed one key strategic acquisition to build a global platform for Product Access, two Commercial & Clinical acquisitions as part of the strategy to expand our pan-European footprint and the acquisition of 17 retail pharmacies in Supply Chain & Retail.

Commercial & Clinical

The acquisitions of M3 Medical and EPS Group continue the pan-European growth strategy of Commercial & Clinical and marks the Group's entry into the Nordic market.

The combination of these acquisitions and the Group's existing medical device businesses, ensures Uniphar is one of the largest independent sales, marketing and distribution companies in our targeted speciality medtech and pharma sectors. Commercial & Clinical now has a significant pan-European footprint across Ireland, the UK, Benelux, and the Nordics.

Product Access

Durbin represents a strategic acquisition for the Group, providing the platform for Uniphar to become a leading global player in the provision of On Demand and Exclusive Access services. Durbin has approximately 45 years' experience in shipping unlicensed and hard-to-find medicines and has built up significant global capability in managing access programmes for pharmaceutical manufacturers. The acquisition provides Product Access with global capabilities in particular in the areas of regulatory expertise, distribution, sourcing and sales. Through their offices in key hubs in the UK and the US, Durbin ship medicinal products to over 160 countries across the globe, Uniphar's distribution facilities in Ireland further enhances the Durbin proposition, particularly post Brexit.

Supply Chain & Retail

During 2019, the Group completed the acquisition of 17 retail pharmacies which have been operating under the Allcare and Life brands throughout the Republic of Ireland. These newly acquired pharmacies, along with the pharmacies acquired as part of the Bradley's acquisition in 2018, have achieved strong gross profit growth year on year, demonstrating the expertise, support and purchasing power which the Uniphar symbol group offering brings to pharmacies under its management.

Uniphar IPO

The Group successfully listed on the AIM and Euronext Growth markets of the London Stock Exchange and Euronext Dublin, respectively on 17 July 2019. The IPO price was set at EUR1.15 per share, and the market capitalisation on the day of Admission was approximately EUR310m. The total gross proceeds from the IPO of EUR139.4m will enable the implementation of the Group's medium-term strategy.

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 and uncertainties faced by the Group were outlined in our IPO Admission Document (pages 44 - 56). The principal risks and uncertainties for the current financial year are summarised below.

-- Covid-19 - Business disruption arising out of the spread of the Covid-19 virus. This includes, but is not limited to, supply chain disruption, postponement of certain elective surgeries, curtailment of travel and impact on staff.

-- Brexit - Uncertainty and complexities as to the future fiscal and regulatory landscape in the United Kingdom may have a negative impact on supply and trade.

-- Acquisitions - Failure by the Group to identify, complete and integrate acquisitions successfully may directly impact the Group's projected growth.

-- Economic & 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.

-- Key personnel & succession planning - Failure to attract, retain and develop the skills and expertise of key individuals.

-- Market perception & reputational risk - Failure to deliver in line with market expectations may result in reputational damage.

-- IT systems - Interruption or downtime may have a negative impact on the Group's operations, financial conditions and competitive position.

   --      Cybercrime - Failure to protect against a cyber-attack could lead to a breach in security. 

-- 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 risk to business operations.

-- Foreign currency - The Group operates outside the Eurozone and, therefore is exposed to foreign exchange risk.

   --      Treasury - The Group is exposed to liquidity, interest rate and credit risks. 

-- Inventory losses & provisions - Inventory losses may occur due to theft, loss, fire, spoilage of stock and obsolescence.

Operational overview

Commercial & Clinical

 
                                                               Growth 
                                                       ---------------------- 
                                                                     Constant 
                                     2019        2018   Reported     currency 
Year ended 31 December            EUR'000     EUR'000          %            % 
 
Revenue                           204,031     102,558      98.9%        98.5% 
Gross Profit                       76,754      35,378     117.0%       116.6% 
Gross Profit Margin                 37.6%       34.5%     312bps 
                               ----------  ----------  --------- 
 
The adoption of IFRS 16 'Leases' from 1 January 2019 has resulted in 
 an increase in reported gross profit of EUR1.1m. 
 

Overview

Commercial & Clinical provides outsourced sales, marketing and distribution solutions to pharmaceutical and medical device manufacturers. The division is focused on the commercialisation of speciality brands and on building a pan-European presence. With a workforce of over 900 across Europe, supporting more than 200 brands for 70 key pharmaco-medical manufacturer clients, Commercial & Clinical represents 42% of the Group's gross profit in 2019.

2019 Performance

Reported gross profit has more than doubled in 2019. This has primarily been achieved through:

   --      The benefit of a full year of earnings from Sisk Healthcare and Angiocare. 
   --      Scaling the division and expansion in Europe, entering Benelux (2018) and Nordics (2019). 

-- Organic growth of 5% through focusing on growing our customer base in existing geographies and bringing existing customers into new geographies.

-- Increasing the number of HCP interactions by approximately 70% in 2019 to over 580k interactions.

-- Strong organic growth of 16% in pharma. This is driven primarily across Ireland and the UK with a combination of leading and emerging pharmaceutical clients.

-- Growth in our multi-channel enabled solutions which is underpinned by a suite of digital capabilities (organic growth of 35% for the year in digital).

   --      We now represent 23 manufacturers in more than one geography. 

Medtech

Uniphar provides a fully integrated solution for our clients across sales, marketing and distribution of medical devices. We are focused on building in-depth therapeutic expertise across several high value market opportunities. Medtech has grown significantly through the acquisitions of Sisk Healthcare, Macromed (UK) and Angiocare (Benelux) in 2018. In 2019, the business expanded into the Nordics through the acquisition of EPS Group. The 2018 acquisitions have been successfully integrated and are performing well, with the Nordics integration underway.

The medtech business has represented 90% of its top 20 clients for more than nine years, with significant opportunity for organic growth on a pan-European basis.

Pharma

Our pharma business unit focusses on providing insight-driven, multi-channel solutions for pharmaceutical partners. This allows Uniphar to engage with healthcare professionals in a manner which is most convenient for them and to deliver clear, targeted information that helps them to understand better how a particular specialist product might benefit their patient cohort. Uniphar's digital solutions provide a compelling alternative to in-house sales or procuring a more traditional CSO solution. In 2019, our multi-channel digitally enabled solutions grew organically by 35%.

Outlook

The expansion into Benelux and the Nordic markets have been successful and provides the opportunity to grow long-standing manufacturer partners into new geographies as well as providing a multi geography platform to new clients. In the medium term, the Group is focused on identifying further bolt on acquisitions in European markets to further grow our pan-European platform. Due to ongoing Covid-19 developments, hospitals and other healthcare facilities may reprioritise resources and as such we are preparing for a possible delay in medical device revenue if certain 'non-urgent' elective surgeries have to be postponed. We would, however, expect that this would be recovered in future periods as and when healthcare systems return to normal. In Pharma, our mutli-channel account management and digital capabilities are proving valuable and offer the Group alternatives to in-person visits across our contract sales teams.

Product Access

 
                                                   Growth 
                                             ------------------- 
                                                        Constant 
                             2019      2018  Reported   currency 
Year ended 31 December    EUR'000   EUR'000         %          % 
 
Revenue                   132,245    74,416     77.7%      76.5% 
Gross Profit               17,199    10,338     66.4%      65.5% 
Gross Profit Margin         13.0%     13.9%   (89)bps 
                         --------  --------  -------- 
 
 

Overview

Product Access specialises in two primary business areas: (i) On Demand Access, i.e. sourcing and supplying unlicensed and difficult to source medicines for specialist importers and pharmacy customers, and (ii) Exclusive Access, i.e. managing the release of speciality medicines for pharmaceutical manufacturers to specific, approved patient populations.

2019 Performance

The division delivered 66% reported gross profit growth in 2019. This was driven by:

-- The acquisition of Durbin in 2019 which provides a global platform for Product Access, expanding our reach to over 160 countries while adding significant capability in regulatory affairs, compliance and logistics on a global basis.

-- Strong organic growth of 16% underpinned by a workforce of now more than 170, supplying more than 5 million units to over 160 countries on an annual basis.

-- Managing some of the highest profile and complex Managed Access Programmes globally (over 40 MAPs).

-- Uniphar's digital platform was a key growth driver for the year with now over 30,000 patients enrolled and over 7,000 products available for retail and hospital pharmacy customers to access easily.

On Demand

The On Demand service offering provides access to unlicensed or difficult to source medicines. A team of pharmacy technicians and specialist colleagues consult with customers on their requirements, providing a value-added service to pharmacists and working with them to source medicines to offer solutions to their patients. Uniphar's e-commerce platform enables this demand to be met in a highly efficient way with over 7,000 products presently listed.

Uniphar through Durbin has now positioned itself as a major supplier of unlicensed medicines to specialist importers around the globe. The integration of Durbin has given Uniphar a far reaching customer network for unlicensed medicines which enables the continued growth of our geographic footprint and global capabilities.

Exclusive Access

Uniphar's administration of MAPs allow pharmaceutical companies to provide medicines to patients when a product has not yet been licensed in a jurisdiction, or has been licensed, but is not yet eligible for reimbursement by the relevant authority.

Some of the higher profile MAPs we are currently managing include:

   1.   Global MAP to treat spinal muscular atrophy in infants (gene therapy). 
   2.   Global MAP for a medicinal cannabis treatment. 
   3.   European MAP for an epilepsy therapy early access program across Europe. 

Outlook

Uniphar's ability to offer an integrated solution to manage speciality products across their entire lifecycle is a key differentiator and allows us to fill the role of a trusted global partner for manufacturers, particularly in the case of specialist and orphan drugs which tend to require bespoke solutions and a high level of expertise. The combination of strong relationships, market leading digital platforms and strong financial management capabilities, together with Durbin's excellence in global regulation and distribution, provides a compelling offering to manufacturers. Covid-19 has not had a negative impact on divisional performance to date and we continue to monitor developments closely.

Supply Chain & Retail Services

 
                                                     Growth 
                                               ------------------- 
                                                          Constant 
                              2019       2018  Reported   currency 
Year ended 31 December     EUR'000    EUR'000         %          % 
 
Revenue                  1,329,007  1,240,921      7.1%       7.1% 
Gross Profit                86,649     70,001     23.8%      23.8% 
Gross Profit Margin           6.5%       5.6%     88bps 
                         ---------  ---------  -------- 
 
 

Overview

Supply Chain & Retail operates two divisions 1) pre-wholesale and wholesale and 2) retail pharmacy. Uniphar operates in a highly concentrated Irish pre-wholesale and wholesale market. We are an established market leader in supply chain in Ireland with c.50% of the wholesale market servicing retail and hospital pharmacies, supported by a network of 287 owned and franchised pharmacies and symbol group members. There are c.1,800 pharmacies in Ireland of which approximately 65% are independent. The Uniphar symbol group of pharmacies, offer a service focused on enabling community pharmacists to compete with the larger and multi-national owned chains, supporting them with services such as a B2B e-commerce hub, and a range of consumer and own brand products. Experienced teams also provide advice and support on retail category development through a strong focus on training and category management and a range of other back office support services including regulatory audit support, claims and marketing.

The Group provides an essential national service supplying medicines to pharmacies and hospitals in Ireland, the importance of which is highlighted during the ongoing Covid-19 crisis. The Group has built on its market leading position with a workforce of close to 1,200, a high-tech distribution complex of over 160,000 sq. ft., and a bespoke distribution facility of over 100,000 sq. ft.

2019 Performance

This division delivered 23.8% growth in reported gross profit for the year. This was underpinned by organic gross profit growth of 8%, outperforming our expectations. Key drivers include:

-- Significant uplift in the profitability of the Bradley's chain of pharmacies which was acquired in 2018 (distressed at time of acquisition).

   --      Volume growth of 12%, which significantly outperformed the market rate of 4%. 

-- Return on investments in owned retail pharmacies and the development of select consumer brands, both of which have been successful, with retail sales growing by 142% and consumer sales growing by 27% year on year.

-- Transition of back office and customer facing activities to digital platforms has been highly effective in lowering costs and improving efficiency.

-- In August 2019, the Group completed the acquisition of 15 Inischem retail pharmacies, which have been operating under the Allcare brand throughout the Republic of Ireland, with the acquisition of an additional two retail pharmacies completed in Q4 of 2019. These pharmacies, along with the Bradley's pharmacies have been integrated into the Group's existing pharmacy network and have achieved strong gross profit growth year on year. This demonstrates the benefit of the expertise, support and purchasing power which the Uniphar symbol group offering brings to pharmacies under its management.

Outlook

While 2019 outperformed, we expect to return to low single digit growth in 2020 in line with our medium-term guidance. The Group's key assets - high tech distribution facilities, longstanding manufacturer relationships and scalable digital infrastructure were developed within Supply Chain & Retail or from insights based on the division's operations and experienced personnel.

The strategy for Supply Chain & Retail is to continue to leverage these key assets to maintain market leadership in Ireland, while supporting increasing service levels and managing continued operational and financial efficiency within this division.

Covid-19 has not had a negative impact on divisional performance to date and we continue to monitor developments closely. However, the outbreak has demonstrated the significance of the role Uniphar plays in the national healthcare infrastructure in Ireland and also highlighted some of the constraints when demand increases exponentially for a prolonged period. To continue to capitalise on our growth and ensure we can offer a robust service as part of the healthcare infrastructure we will invest in a regional facility in 2020.

Financial Review

Summary financial performance

 
                                                               Growth 
                                                         ------------------- 
                                                                    Constant 
                                        2019       2018  Reported   currency 
Year ended 31 December               EUR'000    EUR'000         %          % 
 
IFRS measures 
Revenue                            1,665,283  1,417,895     17.4%      17.3% 
Gross profit                         180,602    115,717     56.1%      55.9% 
Operating profit                      28,207     15,826     78.2%      77.7% 
Basic EPS (cent)                        11.5        7.3 
 
Alternative performance measures 
Gross margin %                         10.8%       8.2% 
EBITDA                                58,555     32,237     81.6%      81.4% 
EBITDA excluding impact of IFRS 
 16                                   48,022     32,237     49.0%      48.8% 
Adjusted EPS (cent)                     14.3       15.0 
Net bank cash/(debt)                  26,622  (152,880) 
Return on capital employed             14.7%      15.3% 
 
 

Revenue

Revenue growth of 17% across all three divisions, was achieved through a combination of strong organic growth, together with the impact of the 2018 Commercial & Clinical acquisitions, and the acquisition of Durbin during 2019 in Product Access.

Gross profit

The increase in revenues, coupled with significant growth in our gross margin percentage from 8.2% to 10.8% due to improvements in our revenue mix principally in the two growth divisions, contributed to 56% growth in gross profit during the period (7% on an organic basis). The improvement is primarily driven by the strategy of expanding into higher growth, higher margin businesses, with the acquisitions completed during 2018 and 2019, in the two growth divisions, Commercial & Clinical and Product Access. Gross Profit generated from outside of Ireland more than doubled in the year, with the expansion of the pan-European footprint in Commercial & Clinical, and also reflecting the new geographies which we are operating in following the acquisition of Durbin in Product Access.

Divisional gross profit

 
                                                   Growth 
                                             ------------------- 
                                                        Constant 
                             2019      2018  Reported   currency 
Year ended 31 December    EUR'000   EUR'000         %          % 
 
Commercial & Clinical      76,754    35,378    117.0%     116.6% 
Product Access             17,199    10,338     66.4%      65.5% 
Supply Chain & Retail      86,649    70,001     23.8%      23.8% 
                         --------  --------  --------  --------- 
 
 

EBITDA

Year on year, EBITDA has increased by EUR15.8m (49%) to EUR48.0m, benefiting from the increase in gross profit. The impact of the adoption of IFRS 16 resulted in a further increase of EUR10.6m to EUR58.6m.

Exceptional items

Exceptional costs incurred during the year of EUR5.3m are primarily due to acquisition related costs, and costs associated with our IPO, and are partially offset by the release of deferred contingent consideration following a review of the expected performance against earn-out targets. See note 3 in the financial statements for further details.

Earnings per share

The basic earnings per share amounted to 11.5 cent, increasing from 7.3 cent in 2018, with the increase driven by the improved trading performance of the Group and the reduction in exceptional costs in 2019.

Adjusted earnings per share reduced to 14.3 cent in 2019, from 15.0 cent in 2018. The lower adjusted earnings per share in 2019 reflects the improved underlying trading performance of the Group, offset by the increase in the weighted average number of shares in issue during the year as a result of the IPO.

The weighted average number of shares in 2019 was 183,546,000 compared to 119,044,000 in 2018, following our successful IPO in July. The full year dilutionary impact of the IPO on the weighted average number of shares will come through in 2020.

Impact of IFRS 16 'Leases'

IFRS 16 is effective for annual reporting periods beginning on or after 1 January 2019. The Group has applied IFRS 16 from its effective date using the cumulative catch up approach. The adoption of IFRS 16 has resulted in cost of sales reducing by EUR1.1m, and operating expenses reducing by EUR9.4m for the year ended 31 December 2019, as before IFRS 16, accounting standards required the recognition of operating lease expenses in the Income Statement.

Depreciation and finance costs as currently reported in the Group Income Statement have increased by EUR9.5m and EUR2.6m respectively, as under the new Standard the right-of-use asset has been capitalised and is now being depreciated over the term of the lease with an associated finance cost applied annually to the lease liability.

On adoption at 1 January 2019, a right-of-use asset of EUR80.9m has been recognised in the Group Balance Sheet included within property, plant and equipment, with a corresponding lease liability recognised for this amount in the Group Balance Sheet.

Cash flow and net debt

2019 showed a strong cash performance driven by free cash flow conversion of 82.6%, with the Group's net bank cash position being EUR26.6m (2018: net bank debt EUR152.9m).

 
                                                          2019       2018 
                                                       EUR'000    EUR'000 
 
Net cash inflow/(outflow) from operating activities    106,997    (8,738) 
Net cash outflow from investing activities            (45,644)   (82,005) 
Net cash inflow from financing activities               42,148    100,094 
                                                      --------  --------- 
Increase in cash and cash equivalents in the year      103,501      9,351 
                                                      --------  --------- 
 
Movement in restricted cash                              (210)        210 
Cash flow from movement in borrowings                   76,211  (111,939) 
                                                      --------  --------- 
Movement in net bank cash/(debt)                       179,502  (102,378) 
                                                      --------  --------- 
 
 

The increase in our cash balances of EUR179.5m reflects the successful completion of the IPO in July 2019, and strong cash generated by our operating activities which includes the successful execution of the non-recourse financing arrangement unlocking EUR68.0m of cash in Supply Chain & Retail for reinvestment.

The Group has remained focused on strong working capital management, and together with the successful execution of the non-recourse financing arrangement which generated a cash inflow of EUR68.0m, is reflected in cash generated from our operating activities of EUR107.0m. Free cash flow conversion in 2019 of 82.6% is calculated excluding the impact of the non-recourse financing arrangement. The high conversion in 2019 reflects one off timing impacts which will unwind in early 2020. The Group's medium-term free cash flow conversion target is 60-70%.

The net cash outflow from investing activities consisted of acquisitions completed during the year of EUR38.3m, deferred consideration of EUR1.3m, and capital investment of EUR6.4m primarily in Commercial & Clinical. The Group completed one strategic (Durbin), and two bolt-on acquisitions (EPS Group, and M3 Medical), as part of our strategy to build a global platform for Product Access and expand the European footprint of Commercial & Clinical. The Group also completed the acquisition of 17 retail pharmacies in Supply Chain & Retail.

Cash generated from financing activities of EUR42.1m was principally due to the net proceeds from our successful IPO in July of EUR127.3m. This was partially offset by the repayment of banking facilities (including invoice discounting facilities), and the payment of the principal element of lease liabilities.

Taxation

The effective tax rate has increased from 13% in 2018 to 17% in 2019, primarily due the increase in profits generated from outside of Ireland in higher tax rate jurisdictions. The effective tax rate is calculated as the income tax charge as a percentage of the profit before tax and exceptional items.

Return on capital employed ('ROCE')

The Group's ROCE was 14.7% for the year (2018: 15.3%). Including the impact of IFRS 16, ROCE was 15.2%. This modest decrease in ROCE versus the prior year principally reflects the impact of the substantial acquisition spend during the current and prior year as the Group invested in the growth divisions and entered new geographies.

Dividends

The Board made a commitment at the time of IPO to pay a dividend in 2020 in respect of the period from IPO to 31 December 2019. Following another set of positive results for the Group, the Directors are proposing a final dividend of EUR2.0m. Subject to approval at the Annual General Meeting, it is proposed to pay the dividend to ordinary shareholders on the Company's register on 1 May 2020.

The Board intends to adopt a progressive dividend policy to reflect the expectation of future cash flow generation and long-term earnings potential of the Group.

Non-recourse financing arrangement

In December 2019 the Group entered into a new receivables purchase arrangement with its existing banking partners, which generated a cash inflow of EUR68.0m. Under the terms of this non-recourse agreement, the Group has transferred substantially all credit risk and control of certain trade receivables mainly within Supply Chain & Retail, unlocking the cashflow value for further reinvestment. For further detail see note 16.

IPO on AIM and Euronext Growth

The Group successfully listed on the AIM and Euronext Growth markets of the London Stock Exchange and Euronext Dublin on 17 July 2019. As part of the placing, 117,391,304 new ordinary shares were issued by the Company, at a listing price of EUR1.15 per share, resulting in gross share proceeds from the issuance of these ordinary shares of EUR135.0m. Market capitalisation on the day of Admission was approximately EUR310m.

Subsequently, on 16 August, the over-allotment option was exercised in respect of 3,818,004 ordinary shares in the Company, resulting in an additional EUR4.4m of gross proceeds being received by the Company, bringing the total gross proceeds from the placing to EUR139.4m.

Group Income Statement

for the year ended 31 December 2019

 
                               Notes          2019          2019         2019          2018          2018         2018 
                                              Pre-   Exceptional        Total          Pre-   Exceptional        Total 
                                       exceptional      (note 3)      EUR'000   exceptional      (note 3)      EUR'000 
                                           EUR'000       EUR'000                    EUR'000       EUR'000 
 
Revenue                          2       1,665,283             -    1,665,283     1,417,895             -    1,417,895 
Cost of sales                          (1,484,681)             -  (1,484,681)   (1,302,178)             -  (1,302,178) 
                                      ------------  ------------  -----------  ------------  ------------  ----------- 
Gross profit                               180,602             -      180,602       115,717             -      115,717 
Selling and distribution 
 costs                                    (52,214)             -     (52,214)      (34,870)             -     (34,870) 
Administrative expenses                   (88,410)      (12,043)    (100,453)      (56,659)      (10,168)     (66,827) 
Other operating income                         272             -          272           813           993        1,806 
                                      ------------  ------------  -----------  ------------  ------------  ----------- 
Operating profit                            40,250      (12,043)       28,207        25,001       (9,175)       15,826 
 
Finance cost                     4         (8,480)         6,731      (1,749)       (4,522)             -      (4,522) 
                                      ------------  ------------  -----------  ------------  ------------  ----------- 
Profit before tax                           31,770       (5,312)       26,458        20,479       (9,175)       11,304 
Income tax expense                         (5,537)             -      (5,537)       (2,599)             -      (2,599) 
                                      ------------  ------------  -----------  ------------  ------------  ----------- 
Profit for the financial year               26,233       (5,312)       20,921        17,880       (9,175)        8,705 
                                      ------------  ------------  -----------  ------------  ------------  ----------- 
 
Attributable to owners                                                 21,026                                    8,642 
Attributable to 
 non-controlling interests                                              (105)                                       63 
                                                                  -----------                              ----------- 
                                                                       20,921                                    8,705 
                                                                  -----------                              ----------- 
Profit attributable to: 
- Continuing operations                                                20,921                                    8,705 
                                                                  -----------                              ----------- 
 
Earnings per ordinary share 
 (in cent):                      6 
- Basic and diluted - 
 continuing operations                                                   11.5                                      7.3 
                                                                  -----------                              ----------- 
Basic and diluted earnings 
 per share (in cent)                                                     11.5                                      7.3 
                                                                  -----------                              ----------- 
 

Group Statement of Comprehensive Income

for the year ended 31 December 2019

 
                                                       Notes       2019      2018 
                                                                EUR'000   EUR'000 
 
Profit for the financial year                                    20,921     8,705 
 
Other comprehensive income/(expense) 
Items that may be reclassified to the Income 
 Statement: 
Unrealised foreign currency translation adjustments               3,815     (315) 
 
Items that will not be reclassified to the 
 Income Statement: 
Actuarial loss in respect of pension scheme                     (1,207)     (434) 
Deferred tax on Group defined benefit pension 
 schemes                                                            151      (54) 
                                                               --------  -------- 
Total comprehensive income relating to the 
 year                                                            23,680     7,902 
                                                               --------  -------- 
 
Total comprehensive income relating to the 
 year 
 
Attributable to owners                                           23,785     7,839 
Attributable to non-controlling interests                         (105)        63 
                                                               --------  -------- 
                                                                 23,680     7,902 
                                                               --------  -------- 
 
Total comprehensive income attributable to: 
 
  *    Continuing operations                                     23,680     7,902 
                                                               --------  -------- 
 
 

Group Balance Sheet

as at 31 December 2019

 
ASSETS                                                 Notes      2019      2018 
                                                               EUR'000   EUR'000 
Non-current assets 
Intangible assets                                        7     275,959   206,978 
Property, plant and equipment                            8     119,483    23,141 
Deferred tax asset                                               4,972     7,103 
Other receivables                                                1,132     2,106 
Employee benefit surplus                                11           -       439 
Financial assets - Investments in equity instruments                25        25 
Financial assets - Long term receivables                             -     5,500 
                                                              --------  -------- 
                                                               401,571   245,292 
                                                              --------  -------- 
Current assets 
Properties held for sale                                 9       7,985     4,000 
Inventory                                                       98,105    76,070 
Trade and other receivables                                    136,780   170,659 
Cash and cash equivalents                                      114,040    10,539 
Restricted cash                                                  2,142     2,352 
                                                              --------  -------- 
                                                               359,052   263,620 
                                                              --------  -------- 
Total assets                                                   760,623   508,912 
                                                              --------  -------- 
 
EQUITY 
Capital and reserves 
Called up share capital presented as equity             10      21,841     9,413 
Share premium                                                  176,501    22,489 
Other reserves                                                   3,464     (351) 
Retained earnings                                             (20,601)  (31,990) 
                                                              --------  -------- 
Attributable to owners                                         181,205     (439) 
Attributable to non-controlling interests                        (285)     (180) 
                                                              --------  -------- 
Total equity                                                   180,920     (619) 
                                                              --------  -------- 
 
LIABILITIES 
Non-current liabilities 
Borrowings                                                      66,977    84,018 
Other non-current payables                                         545         - 
Provisions                                              12      81,069    52,142 
Derivative financial instruments                        16           -    27,586 
Facility termination fee                                16           -     5,122 
Employee benefit obligation                                         45         - 
Lease obligations                                       15      82,901         - 
                                                              --------  -------- 
                                                               231,537   168,868 
                                                              --------  -------- 
Current liabilities 
Borrowings                                                      22,583    81,753 
Trade and other payables                                       310,500   256,410 
Facility termination fee                                16       5,000     2,500 
Lease obligations                                       15      10,083         - 
                                                              --------  -------- 
                                                               348,166   340,663 
                                                              --------  -------- 
Total liabilities                                              579,703   509,351 
                                                              --------  -------- 
Total equity and liabilities                                   760,623   508,912 
                                                              --------  -------- 
 
 

Group Cash Flow Statement

for the year ended 31 December 2019

 
                                                      Notes      2019       2018 
                                                              EUR'000    EUR'000 
 
Operating activities 
Cash inflow/(outflow) from operating activities        14      49,566    (4,897) 
Proceeds from non-recourse financing                           68,000          - 
Interest paid                                                 (3,831)    (2,651) 
Interest paid on lease liabilities                            (2,637)          - 
Corporation tax payments                                      (4,101)    (1,190) 
                                                             --------  --------- 
Net cash inflow/(outflow) from operating activities           106,997    (8,738) 
                                                             --------  --------- 
 
Investing activities 
Payments to acquire property, plant and equipment             (5,585)    (2,880) 
Receipts from disposal of property, plant 
 and equipment                                                      9      4,207 
Receipts from disposal of assets held for 
 sale                                                             415          - 
Payments to acquire intangible assets                           (861)    (2,015) 
Loans advanced to retail holding and management 
 companies                                                          -    (5,500) 
Receipts from disposals/repayments of financial 
 assets                                                         5,359        763 
Proceeds from disposal of subsidiary undertakings                   -        655 
Cash transferred on disposal of subsidiary 
 undertakings                                                       -      (230) 
Payments to acquire subsidiary undertakings                  (50,533)  (100,746) 
Cash acquired on acquisition of subsidiary 
 undertakings                                                   6,860     27,014 
Payment of deferred and deferred contingent 
 consideration                                                (1,403)    (3,490) 
Receipt of deferred consideration receivable                       95        217 
                                                             --------  --------- 
Net cash outflow from investing activities                   (45,644)   (82,005) 
                                                             --------  --------- 
 
Financing activities 
Issue of partly paid share capital                     10          17        246 
Proceeds from calling of unpaid element of 
 partly paid share capital                             10       1,211          - 
Proceeds from IPO equity issue                         10     139,391          - 
IPO cash exceptional costs                                    (3,493)          - 
IPO cash exceptional costs - recognised directly 
 in equity                                                    (8,581)          - 
Proceeds from borrowings                                            -     89,500 
Repayments of borrowings                                      (6,869)   (20,334) 
Net (decrease)/increase in invoice discounting 
 facilities                                                  (69,342)     33,468 
Net movement in restricted cash                                   210          - 
Payment of deferred consideration                                   -      (286) 
Payment of facility termination fee                    16     (2,500)    (2,500) 
Principal element of lease payments                           (7,896)          - 
                                                             --------  --------- 
Net cash inflow from financing activities                      42,148    100,094 
                                                             --------  --------- 
 
Increase in cash and cash equivalents in the 
 year                                                         103,501      9,351 
Opening balance cash and cash equivalents                      10,539      1,188 
                                                             --------  --------- 
Closing balance cash and cash equivalents                     114,040     10,539 
                                                             --------  --------- 
 
 

Group Statement of Changes in Equity

for the year ended 31 December 2019

 
                            Share    Share      Foreign  Revaluation     Capital  Retained  Attributable          Total 
                          capital  premium     currency      reserve  redemption  earnings       to non-  shareholders' 
                                            translation                  reserve             controlling         equity 
                                                reserve                                        interests 
                    Note  EUR'000  EUR'000      EUR'000      EUR'000     EUR'000   EUR'000       EUR'000        EUR'000 
 
At 1 January 2018           9,055   20,675        (797)        1,400          60  (40,844)         (271)       (10,722) 
Profit for the 
 financial year                 -        -            -            -           -     8,642            63          8,705 
Other 
comprehensive 
expense: 
Re-measurement 
 loss on pensions 
 (net of tax)                   -        -            -            -           -     (488)             -          (488) 
Movement in 
 foreign currency 
 translation 
 reserve                        -        -        (314)            -           -         -           (1)          (315) 
Transactions 
recognised 
directly in 
equity: 
Non-controlling 
 interest of 
 acquired net 
 assets                         -        -            -            -           -         -            29             29 
Transfer of 
 revaluation 
 reserve                        -        -            -        (700)           -       700             -              - 
Issue of fully 
 paid share 
 capital                      112    1,814            -            -           -         -             -          1,926 
Issue of partly 
 paid share 
 capital                      246        -            -            -           -         -             -            246 
                          -------  -------  -----------  -----------  ----------  --------  ------------  ------------- 
At 31 December 
 2018                       9,413   22,489      (1,111)          700          60  (31,990)         (180)          (619) 
                          -------  -------  -----------  -----------  ----------  --------  ------------  ------------- 
 
At 1 January 2019           9,413   22,489      (1,111)          700          60  (31,990)         (180)          (619) 
Profit for the 
 financial year                 -        -            -            -           -    21,026         (105)         20,921 
Other 
comprehensive 
(expense)/income: 
Re-measurement 
 loss on pensions 
 (net of tax)                   -        -            -            -           -   (1,056)             -        (1,056) 
Movement in 
 foreign currency 
 translation 
 reserve                        -        -        3,815            -           -         -             -          3,815 
Transactions 
recognised 
directly in 
equity: 
Issue of partly 
 paid share 
 capital             10        17        -            -            -           -         -             -             17 
Issue of fully 
 paid share 
 capital             10     1,211        -            -            -           -         -             -          1,211 
Exercise of 
 derivative 
 financial 
 instrument          16     1,503   24,318            -            -           -         -             -         25,821 
Issuance of share 
 capital             10     9,697  129,694            -            -           -   (8,581)             -        130,810 
                          -------  -------  -----------  -----------  ----------  --------  ------------  ------------- 
At 31 December 
 2019                      21,841  176,501        2,704          700          60  (20,601)         (285)        180,920 
                          -------  -------  -----------  -----------  ----------  --------  ------------  ------------- 
 
 

Notes to the Consolidated Financial Statements

Basis of preparation

The preliminary results announcement was approved by the Board of Directors. The Annual Report and financial statements will be approved by the Board of Directors and reported on by the auditors in due course. The 2019 financial information set out in this document is unaudited does not constitute full statutory financial statements. The comparative 2018 financial information set out in this document has been extracted from the audited financial statements of Uniphar plc for the financial year ended 31 December 2018. The consolidated financial statements of Uniphar plc and its subsidiaries (the 'Group') have been prepared in accordance with International Financial Reporting Standards (IFRS) and interpretations issued by the IFRS Interpretations Committee (IFRS IC) applicable to companies reporting under IFRS, as adopted by the EU. The consolidated financial statements comply with IFRS as issued by the International Accounting Standards Board (IASB), as adopted by the EU and as applied in accordance with the Companies Acts 2014.

The financial information in the consolidated financial statements has been prepared on a basis consistent with that adopted for the year ended 31 December 2018. With the exception of our accounting policy for leases under IFRS 16 which is detailed in note 1, the accounting policies applied in these consolidated financial statements are the same as those applied in the 2018 Annual Report.

The preparation of consolidated financial statements 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 consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. With the exception of the adoption of IFRS 16 "Leases" which is discussed in note 1, the areas involving a high degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in the Group's Annual Report for the year ended 31 December 2018 in note 1 on pages 52 and 53.

The Group's consolidated financial statements are prepared for the year ended 31 December 2019. The consolidated financial statements incorporate the Company and all of its subsidiary undertakings. A subsidiary undertaking is consolidated by reference to whether the Group has control over the subsidiary undertaking. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity.

Uniphar plc is incorporated in the Republic of Ireland under registration number 224324 with a registered office at 4045 Kingswood Road, Citywest Business Park, Co. Dublin, D24 V06K.

Going Concern

The Directors have made appropriate enquiries and carried out a thorough review of the Group's forecasts, projections and available banking facilities, taking account of possible changes in trading performance and considering business risk.

In light of the ongoing Covid-19 developments, the Group has performed an impact assessment taking into account expected impacts of the pandemic. Uniphar plays a significant role in the healthcare sector and is classified as part of the critical infrastructure by the national Government, ensuring continuity in the supply and distribution of much needed medicines, medical devices and related services. We expect to continue to see increased volumes in Supply Chain & Retail, with likely increases in costs due to investment in additional resources to manage significantly higher volumes. Due to reprioritisation of resources within hospitals and other healthcare facilities the Group are preparing for a possible delay in Commercial & Clinical revenue if certain 'non-urgent' elective surgeries have to be postponed.

In preparing the impact assessment a number of scenarios were considered including the impact of the pandemic over an extended period of up to 12 months. The key assumptions within each of these scenarios include increased volumes and costs for a limited period within Supply Chain & Retail, a reduction in Commercial & Clinical revenues with no corresponding reduction in costs, and no negative impact within Product Access. In all of these scenarios the assessment indicates that there is no impact on the underlying ability to meet debt repayments, comply with banking covenants and retain sufficient liquidity to meet our financial obligations as they fall due.

There are over three years remaining on our existing banking facility, ensuring the Group has access to capital on an ongoing basis. Following our successful IPO in July 2019, together with strong cash generation, and the execution of the non-recourse financing arrangement, the Group has a robust capital structure, with unrestricted cash of EUR114.0m, and a positive net bank cash position of EUR26.6m at 31 December 2019.

Having regard to the factors noted above, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. As a result, the Directors believe that it is appropriate to continue to adopt the going concern basis in preparing the financial statements.

New Standards, Amendments and Interpretations

The Group has applied the following standards and amendments for the first time for their annual reporting period commencing 1 January 2019:

   --      IFRS 16 Leases 
   --      Prepayment Features with Negative Compensation - Amendments to IFRS 9 
   --      Long-term Interests in Associates and Joint Ventures - Amendments to IAS 28 
   --      Annual Improvements to IFRS Standards 2015 - 2017 Cycle 
   --      Plan Amendment, Curtailment or Settlement - Amendments to IAS 19 
   --      Interpretation 23 Uncertainty over Income Tax Treatments. 

The Group had to change its accounting policies as a result of adopting IFRS 16. This is the first set of the Group's financial statements where IFRS 16 has been applied. Changes in significant accounting policies are described in note 1. The other amendments listed above did not have any impact on the amounts recognised in prior periods and are not expected to significantly affect the current or future periods.

New standards and interpretations not yet adopted

Certain new accounting standards and interpretations have been published that are not mandatory for 31 December 2019 reporting periods and have not been early 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.

1. Changes in significant accounting policies

IFRS 16, published in January 2016 and effective on 1 January 2019, replaces the existing guidance in IAS 17 'Leases'. IFRS 16 eliminates the classification of leases as either operating leases or finance leases. It introduces a single lessee accounting model, which requires a lessee to recognise assets and liabilities for all leases with a term of more than 12 months and depreciation of lease assets separately from interest on lease liabilities in the income statement. The Group has applied the cumulative catch up approach and as a result there was no retrospective adjustment required.

The Group has assessed the impact on its consolidated financial statements resulting from the application of IFRS 16. The adoption of this new standard at 1 January 2019 had a material impact on the Group Income Statement and Balance Sheet as follows:

Income Statement

The adoption of IFRS 16 has resulted in cost of sales reducing by EUR1.1m, and operating expenses reducing by EUR9.4m for the year ended 31 December 2019, as the Group previously recognised operating lease expenses in either cost of sales or operating expenses (depending on the nature of the lease).

Depreciation and finance costs as currently reported in the Group Income Statement have increased by EUR9.5m and EUR2.6m respectively, as under the new Standard the right-of-use asset has been capitalised and is now being depreciated over the term of the lease with an associated finance cost applied annually to the lease liability.

Balance Sheet

At the transition date the Group has assessed all lease commitments outstanding at that date and applied the appropriate discount rate to calculate the present value of the lease commitment. The Group adopted IFRS 16 by applying the cumulative catch up approach as permitted by the Standard.

The Group has entered into leases for a range of assets, including property, plant and equipment and motor vehicles. The Group has elected to apply the recognition exemption for both short-term and low-value leases.

On adoption of IFRS 16 at 1 January 2019, a right-of-use asset of EUR80.9m has been recognised in the Group Balance Sheet included within property, plant and equipment, with a corresponding lease liability recognised for this amount in the Group Balance Sheet.

 
                                                            EUR'000 
 
Operating lease commitments disclosed as at 31 December 
 2018                                                        64,773 
 
Discounted using the group's incremental borrowing rate 
 of 3.1%                                                   (10,197) 
Add: adjustments as a result of a different treatment of 
 extension and termination options                           26,287 
                                                           -------- 
Lease liability recognised as at 1 January 2019              80,863 
                                                           -------- 
 
 
Lease liabilities recognised at 1 January 2019: 
Current                                            6,245 
Non-current                                       74,618 
                                                  ------ 
                                                  80,863 
                                                  ------ 
 

2019 Accounting policy under IFRS 16

The Group leases various properties, equipment and motor vehicles. Rental contracts are typically made for fixed periods of 1 to 30 years but may have extension options as described below. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants, but leased assets may not be used as security for borrowing purposes.

Leases are recognised as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the Group. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The right-of-use asset is depreciated over the right-of-use assets useful life on a straight-line basis.

Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments:

-- fixed payments (including in-substance fixed payments), less any lease incentives receivable

   --      variable lease payment that are based on an index or a rate 
   --      amounts expected to be payable by the lessee under residual value guarantees 

-- the exercise price of a purchase option if the lessee is reasonably certain to exercise that option, and

-- payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option.

The lease payments are discounted using the interest rate implicit in the lease, if that rate can be determined, or the Group's incremental borrowing rate which is calculated using a portfolio approach, based on the nature of the lease. The weighted average lessee's incremental borrowing rate applied to the lease liabilities on 1 January 2019 was 3.1%.

The Group applied the following practical expedients when applying IFRS 16 to leases previously classified as operating leases under IAS 17.

-- Excluded initial direct costs from measuring the right-of-use asset at the date of initial application

-- Used hindsight when determining the lease term if the contract contains options to extend or terminate the lease.

Right-of-use assets are measured at cost comprising the following:

   --      the amount of the initial measurement of lease liability 

-- any lease payments made at or before the commencement date less any lease incentives received

   --      any initial direct costs, and 
   --      restoration costs. 

Extension and termination options are included in a number of property and equipment leases across the Group. These terms are used to maximise operational flexibility in terms of managing contracts. The majority of extension and termination options held are exercisable only by the Group and not by the respective lessor.

Payments associated with leases of low-value assets are recognised on a straight-line basis as an expense in profit or loss.

Low-value assets comprise IT-equipment, small items of office furniture, and in-store equipment in our retail pharmacies.

Impact on the Group Balance Sheet

as at 1 January 2019

 
                                              As reported   IFRS 16  Adjusted 
                                              31 December    impact   Opening 
                                                     2018             Balance 
                                                                        Sheet 
ASSETS                                            EUR'000   EUR'000   EUR'000 
Non-current assets 
Intangible assets                                 206,978         -   206,978 
Property, plant and equipment                      23,141    80,863   104,004 
Deferred tax asset                                  7,103         -     7,103 
Other receivables                                   2,106         -     2,106 
Employee benefit surplus                              439         -       439 
Financial assets - Investments in equity 
 instruments                                           25         -        25 
Financial assets - Long term receivables            5,500         -     5,500 
                                            -------------  --------  -------- 
                                                  245,292    80,863   326,155 
                                            -------------  --------  -------- 
Current assets 
Properties held for sale                            4,000         -     4,000 
Inventory                                          76,070         -    76,070 
Trade and other receivables                       170,659         -   170,659 
Cash and cash equivalents                          10,539         -    10,539 
Restricted cash                                     2,352         -     2,352 
                                            -------------  --------  -------- 
                                                  263,620         -   263,620 
                                            -------------  --------  -------- 
Total assets                                      508,912    80,863   589,775 
                                            -------------  --------  -------- 
EQUITY 
Capital and reserves 
Called up share capital presented as 
 equity                                             9,413         -     9,413 
Share premium                                      22,489         -    22,489 
Other reserves                                      (351)         -     (351) 
Retained earnings                                (31,990)         -  (31,990) 
                                            -------------  --------  -------- 
Attributable to owners                              (439)         -     (439) 
Attributable to non-controlling interests           (180)         -     (180) 
                                            -------------  --------  -------- 
Total equity                                        (619)         -     (619) 
                                            -------------  --------  -------- 
 
LIABILITIES 
Non-current liabilities 
Borrowings                                         84,018         -    84,018 
Provisions                                         52,142         -    52,142 
Derivative financial instruments                   27,586         -    27,586 
Lease obligations                                       -    74,618    74,618 
Facility termination fee                            5,122         -     5,122 
                                            -------------  --------  -------- 
                                                  168,868    74,618   243,486 
                                            -------------  --------  -------- 
Current liabilities 
Borrowings                                         81,753         -    81,753 
Trade and other payables                          256,410         -   256,410 
Lease obligations                                       -     6,245     6,245 
Facility termination fee                            2,500         -     2,500 
                                            -------------  --------  -------- 
                                                  340,663     6,245   346,908 
                                            -------------  --------  -------- 
Total liabilities                                 509,531    80,863   590,394 
                                            -------------  --------  -------- 
Total equity and liabilities                      508,912    80,863   589,775 
                                            -------------  --------  -------- 
 
 

The following tables summarise the impact of the adoption of IFRS 16 on the Group Income Statement for the year ended 31 December 2019, the Group Balance Sheet as at 31 December 2019, and the Group Cash Flow Statement for the year ended 31 December 2019:

Impact on the Group Income Statement

for the year ended 31 December 2019

 
                                                  Without    IFRS 16   As reported 
                                                 adoption     impact       EUR'000 
                                                       of    EUR'000 
                                                  IFRS 16 
                                                  EUR'000 
 
Revenue                                         1,665,283          -     1,665,283 
Cost of sales                                 (1,485,804)      1,123   (1,484,681) 
                                              -----------  ---------  ------------ 
Gross profit                                      179,479      1,123       180,602 
Selling and distribution costs                   (52,214)          -      (52,214) 
Administrative expenses                         (100,385)       (68)     (100,453) 
Other operating income                                272          -           272 
                                              -----------  ---------  ------------ 
Operating profit                                   27,152      1,055        28,207 
 
Finance income/(cost)                                 888    (2,637)       (1,749) 
                                              -----------  ---------  ------------ 
Profit before tax                                  28,040    (1,582)        26,458 
Income tax expense                                (5,537)          -       (5,537) 
                                              -----------  ---------  ------------ 
Profit for the financial year                      22,503    (1,582)        20,921 
                                              -----------  ---------  ------------ 
 
Attributable to owners                             22,608    (1,582)        21,026 
Attributable to non-controlling interests           (105)          -         (105) 
                                              -----------  ---------  ------------ 
                                                   22,503    (1,582)        20,921 
Profit attributable to: 
- Continuing operations                            22,503    (1,582)        20,921 
                                              -----------  ---------  ------------ 
 
Earnings per ordinary share (in cent): 
- Basic and diluted - continuing operations          12.3      (0.8)          11.5 
                                              -----------  --------- 
Basic and diluted earnings per share 
 (in cent)                                           12.3      (0.8)          11.5 
                                              -----------  ---------  ------------ 
 
 

Impact on the Group Balance Sheet

as at 31 December 2019

 
                                              Without   IFRS 16   As reported 
                                             adoption    impact 
                                                   of 
                                              IFRS 16 
ASSETS                                        EUR'000   EUR'000       EUR'000 
Non-current assets 
Intangible assets                             275,959         -       275,959 
Property, plant and equipment                  27,505    91,978       119,483 
Deferred tax asset                              4,972         -         4,972 
Other receivables                               1,132         -         1,132 
Financial assets - Investments in equity 
 instruments                                       25         -            25 
                                            ---------  --------  ------------ 
                                              309,593    91,978       401,571 
                                            ---------  --------  ------------ 
Current assets 
Properties held for sale                        7,985         -         7,985 
Inventory                                      98,105         -        98,105 
Trade and other receivables                   137,356     (576)       136,780 
Cash and cash equivalents                     114,040         -       114,040 
Restricted cash                                 2,142         -         2,142 
                                            ---------  --------  ------------ 
                                              359,628     (576)       359,052 
                                            ---------  --------  ------------ 
Total assets                                  669,221    91,402       760,623 
                                            ---------  --------  ------------ 
 
EQUITY 
Capital and reserves 
Called up share capital presented as 
 equity                                        21,841         -        21,841 
Share premium                                 176,501         -       176,501 
Other reserves                                  3,464         -         3,464 
Retained earnings                            (19,019)   (1,582)      (20,601) 
                                            ---------  --------  ------------ 
Attributable to owners                        182,787   (1,582)       181,205 
Attributable to non-controlling interests       (285)         -         (285) 
                                            ---------  --------  ------------ 
Total equity                                  182,502   (1,582)       180,920 
                                            ---------  --------  ------------ 
 
LIABILITIES 
Non-current liabilities 
Borrowings                                     66,977         -        66,977 
Provisions                                     81,069         -        81,069 
Other non-current payables                        545         -           545 
Lease obligations                                   -    82,901        82,901 
Employee benefit deficit                           45         -            45 
                                            ---------  --------  ------------ 
                                              148,636    82,901       231,537 
                                            ---------  --------  ------------ 
Current liabilities 
Borrowings                                     22,583         -        22,583 
Trade and other payables                      310,500         -       310,500 
Facility termination fee                        5,000         -         5,000 
Lease obligations                                   -    10,083        10,083 
                                            ---------  --------  ------------ 
                                              338,083    10,083       348,166 
                                            ---------  --------  ------------ 
Total liabilities                             486,719    92,984       579,703 
                                            ---------  --------  ------------ 
Total equity and liabilities                  669,221    91,402       760,623 
                                            ---------  --------  ------------ 
 
 

Impact on the Group Cash Flow Statement

for the year ended 31 December 2019

 
                                                   Without    IFRS 16   As reported 
                                                  adoption     impact       EUR'000 
                                                        of    EUR'000 
                                                   IFRS 16 
                                                   EUR'000 
 
Operating activities 
Cash inflow from operating activities               39,033     10,533        49,566 
Proceeds from non-recourse financing                68,000          -        68,000 
Interest paid                                      (3,831)          -       (3,831) 
Interest paid on lease liabilities                       -    (2,637)       (2,637) 
Corporation tax payments                           (4,101)          -       (4,101) 
                                                 ---------  ---------  ------------ 
Net cash inflow from operating activities           99,101      7,896       106,997 
                                                 ---------  ---------  ------------ 
 
Investing activities 
Payments to acquire property, plant and 
 equipment                                         (5,585)          -       (5,585) 
Receipts from disposal of property, plant 
 and equipment                                           9          -             9 
Receipts from disposal of assets held 
 for sale                                              415          -           415 
Payments to acquire intangible assets                (861)          -         (861) 
Receipts from disposals/repayments of 
 financial assets                                    5,359          -         5,359 
Payments to acquire subsidiary undertakings       (50,533)          -      (50,533) 
Cash acquired on acquisition of subsidiary 
 undertakings                                        6,860          -         6,860 
Payment of deferred and deferred contingent 
 consideration                                     (1,403)          -       (1,403) 
Receipt of deferred consideration receivable            95          -            95 
                                                 ---------  ---------  ------------ 
Net cash outflow from investing activities        (45,644)          -      (45,644) 
                                                 ---------  ---------  ------------ 
 
Financing activities 
Issue of partly paid share capital                      17          -            17 
Proceeds from calling of unpaid element 
 of partly paid share capital                        1,211          -         1,211 
Proceeds from IPO equity issue                     139,391          -       139,391 
IPO cash exceptional costs                         (3,493)          -       (3,493) 
IPO cash exceptional costs - recognised 
 directly in equity                                (8,581)          -       (8,581) 
Repayments of borrowings                           (6,869)          -       (6,869) 
Net decrease in invoice discounting facilities    (69,342)          -      (69,342) 
Net movement in restricted cash                        210          -           210 
Principal element of lease payments                      -    (7,896)       (7,896) 
Payment of facility termination fee                (2,500)          -       (2,500) 
                                                 ---------  ---------  ------------ 
Net cash inflow from financing activities           50,044    (7,896)        42,148 
                                                 ---------  ---------  ------------ 
 
Increase in cash and cash equivalents 
 in the period                                     103,501          -       103,501 
Opening balance cash and cash equivalents           10,539          -        10,539 
                                                 ---------  ---------  ------------ 
Closing balance cash and cash equivalents          114,040          -       114,040 
                                                 ---------  ---------  ------------ 
 
 

2. Revenue

 
               2019       2018 
            EUR'000    EUR'000 
 
Revenue   1,665,283  1,417,895 
          ---------  --------- 
 
 

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 the United Kingdom. The Group also operates in other European countries and the United States 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 country of domicile (Ireland) and countries with material revenue.

 
                         2019       2018 
                      EUR'000    EUR'000 
 
Ireland             1,476,247  1,325,130 
UK                    152,623     86,411 
Rest of the World      36,413      6,354 
                    ---------  --------- 
                    1,665,283  1,417,895 
                    ---------  --------- 
 
 

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 provide the operational and financial management structures that will allow the Group to continue to grow and develop successfully over the coming years.

-- 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 offer a fully integrated multi-channel account management 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 Access and Exclusive Access. On Demand Access 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 both the Irish and UK markets. Exclusive Access provides bespoke distribution partnerships to pharmaceutical partners around key brands, with new programmes focused on speciality pharmaceutical products. Delivering a unique patient support programme that allows healthcare professionals to connect with patients, on a global basis.

-- Supply Chain & Retail provides both pre-wholesale distribution and wholesale distribution of pharmaceutical, healthcare and animal health products to pharmacies, hospitals and veterinary surgeons in Ireland. The business supports the diverse customer base through the provision of strong service levels coupled with innovative commercial initiatives. Uniphar operate a network of pharmacies under the Life and Allcare brands. Additionally, through the extended Uniphar symbol group, the business provides services and supports that help independent community pharmacies to compete more effectively in an increasingly difficult environment.

Operating segments results

The Group evaluates performance of the operational segments on the basis of gross profit from operations.

 
                      2019      2019           2019       2019 
                Commercial   Product   Supply Chain      Total 
                & Clinical    Access       & Retail 
                   EUR'000   EUR'000        EUR'000    EUR'000 
 
Revenue            204,031   132,245      1,329,007  1,665,283 
Gross profit        76,754    17,199         86,649    180,602 
               -----------  --------  -------------  --------- 
 
 
 
                      2018      2018           2018       2018 
                Commercial   Product   Supply Chain      Total 
                & Clinical    Access       & Retail 
                   EUR'000   EUR'000        EUR'000    EUR'000 
 
Revenue            102,558    74,416      1,240,921  1,417,895 
Gross profit        35,378    10,338         70,001    115,717 
               -----------  --------  -------------  --------- 
 
 

The Commercial & Clinical revenue of EUR204,031,000 (2018: 102,558,000) consists of revenue derived from medtech of EUR157,691,000 (2018: 62,007,000) and pharma of EUR46,340,000 (2018: EUR40,551,000).

Assets and liabilities are reported to the Board at a Group level and are not reported on a segmental basis.

3. Exceptional charge

 
                                                            2019     2018 
                                                         EUR'000  EUR'000 
 
Professional fees including acquisition costs            (5,896)  (6,094) 
Redundancy costs                                         (1,494)    (204) 
Initial public offering costs                            (2,432)        - 
Foreign exchange revaluation of deferred contingent 
 consideration                                           (1,426)        - 
Restructuring costs                                        (795)  (1,534) 
Exceptional charge from investment in IPOS network             -    (647) 
Warehouse closure costs                                        -    (386) 
Other exceptional charges                                      -    (842) 
Trademark impairments                                          -    (461) 
Profit on disposal of property, plant and equipment            -      138 
Profit on disposal of subsidiary undertakings                  -      855 
                                                        --------  ------- 
Exceptional charge recognised in operating profit       (12,043)  (9,175) 
                                                        --------  ------- 
 
Deferred and deferred contingent consideration             5,251        - 
Gain on settlement of derivative financial instrument 
 (note 16)                                                 1,765        - 
Refinancing costs                                          (285)        - 
                                                        --------  ------- 
Exceptional credit recognised in finance costs             6,731        - 
                                                        --------  ------- 
Total Exceptional charge                                 (5,312)  (9,175) 
                                                        --------  ------- 
 
 

Deferred and deferred contingent consideration:

Deferred and deferred contingent consideration relates to EUR5,290,000 in respect of Clinical Pyramid Limited, and EUR546,000 in respect of Murrays Medical Limited. These amounts were released in the year following a review of expected performance against earn-out targets. Additionally, a provision of EUR585,000 has been recognised in respect of deferred consideration receivable on the disposal of a retail pharmacy.

4. Finance (income)/cost

 
                                                              2019     2018 
                                                           EUR'000  EUR'000 
 
Interest payable on borrowings repayable within 
 five years                                                  3,871    2,794 
Fair value adjustment to deferred and deferred 
 contingent consideration on investments                     1,725    1,238 
Fair value adjustment on facility termination 
 fee                                                         (122)      371 
Amortisation of re-financing transaction fees                  282      127 
Net interest (income)/expense from pension scheme 
 liabilities (note 11)                                        (15)       23 
Interest receivable                                           (24)     (31) 
Other fair value adjustments                                   126        - 
Interest on lease obligations                                2,637        - 
                                                           -------  ------- 
Finance cost before exceptional credit                       8,480    4,522 
                                                           -------  ------- 
 
Decrease in fair value deferred contingent consideration 
 (note 3)                                                  (5,251)        - 
Exercise of derivative financial instrument (note 
 3)                                                        (1,765)        - 
Re-financing costs (note 3)                                    285        - 
                                                           -------  ------- 
Exceptional finance (income)/charge                        (6,731)        - 
                                                           -------  ------- 
Total finance cost                                           1,749    4,522 
                                                           -------  ------- 
 
 

5. Dividends

There were no dividends paid in the current year ended 31 December 2019, or the comparative period ended 31 December 2018.

The Directors have proposed a final dividend of 0.73 cent per ordinary share, subject to approval at the Annual General Meeting. This results in a total shareholder dividend of EUR2.0m in respect of the period from IPO to 31 December 2019. Subject to approval at the Annual General Meeting, it is proposed to pay the dividend to ordinary shareholders on the Company's register on 1 May 2020. This dividend has not been provided for in the Balance Sheet at 31 December 2019, as there was no present obligation to pay the dividend at year end.

6. Earnings per share

 
                                                     2019     2018 
                                                  EUR'000  EUR'000 
Earnings per share and fully diluted earnings 
 per share have been calculated by reference to 
 the following: 
 
Profit for the financial year attributable to 
 owners                                            21,026    8,642 
                                                  -------  ------- 
 
 
 
Weighted average number of shares ('000)   183,546  119,044 
                                           -------  ------- 
 
 
 
                                         2019  2018 
 
Earnings per ordinary share (in cent): 
 
  *    Basic                             11.5   7.3 
                                         ----  ---- 
 
  *    Diluted                           11.5   7.3 
                                         ----  ---- 
 
 
 
                                                       2019     2018 
                                                    EUR'000  EUR'000 
 
Adjusted earnings per share has been calculated 
 by reference to the following: 
 
Profit for the financial year attributable to 
 owners                                              21,026    8,642 
 
Exceptional charge recognised in operating profit 
 (note 3)                                            12,043    9,175 
Exceptional credit recognised in finance costs 
 (note 3)                                           (6,731)        - 
                                                    -------  ------- 
Profit after tax excluding exceptional items         26,338   17,817 
 
Weighted average number of shares in issue in 
 the year (000's)                                   183,546  119,044 
                                                    -------  ------- 
Adjusted basic and diluted earnings per ordinary 
 share (in cent)                                       14.3     15.0 
                                                    -------  ------- 
 
 

7. Intangible assets

 
                              Computer  Trademark  Goodwill    Total 
                              software 
                               EUR'000    EUR'000   EUR'000  EUR'000 
Cost 
At 1 January 2019               32,310        153   218,926  251,389 
Foreign exchange movements           4          -     3,440    3,444 
Acquisitions (note 17)               -          -    67,070   67,070 
Additions                          861          -         -      861 
Disposals/retirements             (66)          -         -     (66) 
                             ---------  ---------  --------  ------- 
At 31 December 2019             33,109        153   289,436  322,698 
                             ---------  ---------  --------  ------- 
 
Amortisation 
At 1 January 2019               25,642         60    18,709   44,411 
Amortisation                     2,363         31         -    2,394 
Disposals/retirements             (66)          -         -     (66) 
                             ---------  ---------  --------  ------- 
At 31 December 2019             27,939         91    18,709   46,739 
                             ---------  ---------  --------  ------- 
 
Net book amounts 
At 31 December 2018              6,668         93   200,217  206,978 
                             ---------  ---------  --------  ------- 
At 31 December 2019              5,170         62   270,727  275,959 
                             ---------  ---------  --------  ------- 
 
 

8. Property, plant and equipment, and right-of-use assets

 
                          Freehold     Leasehold   Plant and     Fixtures    Computer      Motor  Instruments    Total 
                          land and  improvements   equipment          and   equipment   vehicles 
                         buildings                               fittings 
                           EUR'000       EUR'000     EUR'000      EUR'000     EUR'000    EUR'000      EUR'000  EUR'000 
Cost 
At 31 December 2018          5,599         8,993      17,536        5,440       4,496        153        2,273   44,490 
Adoption of IFRS 16         75,547             -       1,269            -           -      4,047            -   80,863 
                        ----------  ------------  ----------  -----------  ----------  ---------  -----------  ------- 
At 1 January 2019           81,146         8,993      18,805        5,440       4,496      4,200        2,273  125,353 
                        ----------  ------------  ----------  -----------  ----------  ---------  -----------  ------- 
Foreign exchange 
 movement                      231            19         129           99          27         78            -      583 
Additions                    1,156            64       2,000          894       1,013      2,014        1,890    9,031 
Acquisitions (note 17)      17,748           136       1,512        2,065         115        318            -   21,894 
Disposals/retirements        (162)         (784)       (370)        (367)       (451)      (866)        (673)  (3,673) 
At 31 December 2019        100,119         8,428      22,076        8,131       5,200      5,744        3,490  153,188 
                        ----------  ------------  ----------  -----------  ----------  ---------  -----------  ------- 
 
Accumulated 
depreciation 
At 1 January 2019            1,330         1,316      11,640        3,293       3,507        127          136   21,349 
Foreign exchange 
 movement                       35             8          16           13          11         25            -      108 
Charge for the year          6,428           719       2,852          913         631      2,698        1,670   15,911 
Disposals/retirements        (162)         (784)       (370)        (367)       (445)      (862)        (673)  (3,663) 
                        ----------  ------------  ----------  -----------  ----------  ---------  -----------  ------- 
At 31 December 2019          7,631         1,259      14,138        3,852       3,704      1,988        1,133   33,705 
                        ----------  ------------  ----------  -----------  ----------  ---------  -----------  ------- 
 
Net book amounts 
At 31 December 2018          4,269         7,677       5,896        2,147         989         26        2,137   23,141 
                        ----------  ------------  ----------  -----------  ----------  ---------  -----------  ------- 
At 31 December 2019         92,488         7,169       7,938        4,279       1,496      3,756        2,357  119,483 
                        ----------  ------------  ----------  -----------  ----------  ---------  -----------  ------- 
 
Reconciliation to 
Balance Sheet 
Property, plant & 
 equipment                   5,154         7,169       6,884        4,279       1,496        166        2,357   27,505 
Right-of-use assets         87,334             -       1,054            -           -      3,590            -   91,978 
                        ----------  ------------  ----------  -----------  ----------  ---------  -----------  ------- 
Net book value at 31 
 December 2019              92,488         7,169       7,938        4,279       1,496      3,756        2,357  119,483 
                        ----------  ------------  ----------  -----------  ----------  ---------  -----------  ------- 
 
 

9. Assets held for sale

 
                      Properties  Other assets    Total 
                         EUR'000       EUR'000  EUR'000 
 
At 1 January 2018              -             -        - 
Acquisitions               4,000             -    4,000 
                      ----------  ------------  ------- 
At 31 December 2018        4,000             -    4,000 
                      ----------  ------------  ------- 
 
At 1 January 2019          4,000             -    4,000 
Acquisitions                   -         4,400    4,400 
Disposals                  (415)             -    (415) 
                      ----------  ------------  ------- 
At 31 December 2019        3,585         4,400    7,985 
                      ----------  ------------  ------- 
 
 

In 2018, a number of properties were acquired on completion of the acquisition of Bradley's Pharmacy Group. 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.

During 2019, the Group disposed of EUR415,000 of properties which were previously held for sale. The remaining 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 individual properties are being actively marketed and the Group is committed to its plan to sell these properties in an orderly manner.

The other assets acquired during 2019 relates to certain business assets acquired as part of the acquisition of M3 Medical Limited. These assets have been disposed of post year end in February 2020 for an amount equal to their carrying value, and the deferred contingent consideration attributable to the sale of these assets has now been paid.

10. Called up share capital

 
                                                                 2019 
                                                              EUR'000 
Authorised: 
300 million (2018: 240 million) ordinary shares of 8c each     24,000 
16 million (2018: 16 million) "A" ordinary shares of 8c 
 each                                                           1,280 
                                                              ------- 
                                                               25,280 
                                                              ------- 
 
Movement in the year in issued share capital 
 
Allotted, called up and fully paid presented as equity 
At 1 January - 112,838,580 ordinary shares of 8c each           9,027 
Issued during the year - 139,992,116 ordinary shares of 
 8c each                                                       11,199 
Fully called during the year - 20,184,558 ordinary shares 
 of 8c each                                                     1,615 
                                                              ------- 
At 31 December - 273,015,254 ordinary shares of 8c each        21,841 
                                                              ------- 
 
Allotted, called up and partly paid presented as equity 
At 1 January - 19,315,951 ordinary shares of 8c each              386 
Issued during the year - 868,607 ordinary shares of 8c each        17 
Fully called during the year - 20,184,558 ordinary shares 
 of 8c each                                                     (403) 
                                                              ------- 
At 31 December - nil ordinary shares of 8c each                     - 
                                                              ------- 
 
Total allotted share capital: 
At 31 December - 273,015,254 (2018: 132,154,531) ordinary 
 shares                                                          21,841 
                                                              --------- 
 

There are no "A" ordinary shares in Uniphar plc issued at 31 December 2019, or 31 December 2018.

Allotted, called up and partly paid shares are represented by issues to the Senior Management Team under the Uniphar Executive Share Incentive Scheme.

In June 2019, following the passing of a resolution at the Annual General Meeting, the authorised share capital of the Company was increased from EUR20,480,000 divided into 240,000,000 ordinary shares of 8c each and 16,000,000 "A" ordinary shares of 8c each, to EUR25,280,000 divided into 300,000,000 ordinary shares of 8c each and 16,000,000 "A" ordinary shares of 8c each.

During 2019, the following transactions took place:

-- The conditions for vesting associated with 7,022,318 shares were met and the Company called EUR0.06 being the amount unpaid on each share. These shares are now fully paid and the Company received EUR422,000 in share proceeds (fully paid shares amounting to EUR562,000 less amount previously partly paid of EUR140,000).

-- In May 2019, 750,000 ordinary shares were issued as partly paid at EUR0.02 per share under the Uniphar Executive Share Incentive Scheme.

-- In June 2019, a further 118,607 ordinary shares were issued as partly paid at EUR0.02 per share under the Uniphar Executive Share Incentive Scheme. Collectively, the Company received EUR17,000 in proceeds associated with both share issues.

-- In June 2019, the Company made a call in respect of unpaid share capital, being an amount of EUR0.06 per share, on 300,000 issued but not fully paid ordinary shares. These shares while remaining subject to vesting conditions are now fully paid. The Company received EUR18,000 as a result of the call, which when aggregated with the EUR0.02 originally paid up on each of those shares, gives a total paid up amount in respect of those shares of EUR24,000.

-- In July 2019, the Company made a call in respect of unpaid share capital, being an amount of EUR0.06 per share, on 12,862,240 issued but not fully paid ordinary shares. These shares while remaining subject to vesting conditions are now fully paid. The Company received EUR772,000 as a result of the call, which when aggregated with the EUR0.02 originally paid up on each of those shares, gives a total paid up amount in respect of those shares of EUR1,029,000.

-- In July 2019 as part of its admission to trading on the AIM and Euronext Growth markets, the Company issued 117,391,304 ordinary shares of EUR0.08 each as fully paid at EUR1.15 per share including share premium. In addition, following the receipt of a notice of exercise, the Company issued 18,782,808 ordinary shares of EUR0.08 each at EUR1.37 per share including share premium in full exercise and conversion of its 2018 issued share warrant.

-- In August 2019 as part of the exercising of the over-allotment option attributable to the initial public offering, the Company issued 3,818,004 ordinary shares of EUR0.08 each as fully paid at EUR1.15 per share including share premium.

11. Employee benefit obligations

The pension entitlements of employees, including Executive Directors, arise under two defined benefit schemes and three defined contribution schemes and are secured by contributions by the Group to separate trustee administered pension funds in the Republic of Ireland. The trustees are responsible for the management and governance of the plans including compliance with all relevant laws and regulations. The benefits provided by the defined benefit plans are no longer linked to future salary inflation due to the accrual of pension benefit ceasing on these schemes in prior years. The Uniphar Superannuation Scheme wound up with an effective date of 1 October 2018. The assets of the scheme were distributed in line with members chosen options and no assets or liabilities remain. Any former members of these schemes still employed by the Group were offered membership of the Uniphar Group Retirement Benefits Scheme for future service benefits.

The defined benefit schemes are:

   --      The Cahill May Roberts Limited Contributory Pension Plan 
   --      The Whelehan Group Pension Scheme 
   --      The Uniphar Superannuation Scheme (wound up on 1 October 2018) 

The pension charge for the year is EUR2,922,000 (2018: EUR1,558,000) comprising current service cost of EUR44,000 (2018: EUR185,000) and defined contribution scheme costs of EUR2,878,000 (2018: EUR1,373,000). The net finance income resulting from the scheme deficit/surplus is EUR15,000 (2018: net finance cost of EUR23,000).

Financial instruments held by the defined benefit schemes

At 31 December 2019 the scheme assets were invested in a diversified portfolio that consisted primarily of equity and debt securities. Scheme assets do not include any of Uniphar plc's own financial instruments, nor any property occupied by Uniphar plc. The fair value of the schemes' assets at the Balance Sheet date are shown as follows:

 
                                                     Fair value 
                                                     2019     2018 
                                                  EUR'000  EUR'000 
 
Equities - Investments in quoted active markets     4,954    6,702 
Bonds - Investments in quoted active markets       15,127   12,101 
Cash                                                  301      125 
Other                                               2,128    2,223 
                                                  -------  ------- 
                                                   22,510   21,151 
                                                  -------  ------- 
 
 
 
                                                    2019     2018 
                                                       %        % 
Principal actuarial assumptions at the Balance 
 Sheet date 
The main financial assumptions used were: 
 
Rate of increase in pensionable salaries         0.00% -  0.00% - 
                                                   2.50%    2.50% 
Rate of increase in pensions in payment             0.0%     0.0% 
Discount rate                                       0.9%    1.95% 
Inflation rate                                      1.4%     1.5% 
                                                 -------  ------- 
 
 

Investigations have been carried out within the past three years into the mortality experience of the Group's major schemes. These investigations concluded that the current mortality assumptions include sufficient allowance for future improvements in mortality rates. The assumed life expectations on retirement at age 65 are 21.7 (2018: 21.5) years for males and 24.1 (2018: 24.0) years for females.

The following amounts at the Balance Sheet dates were measured in accordance with the requirements of IAS 19:

 
                                                        2019      2018 
                                                     EUR'000   EUR'000 
 
Present value of scheme liabilities                 (22,555)  (20,712) 
Fair value of scheme assets                           22,510    21,151 
                                                    --------  -------- 
Pension (liability)/asset resulting from employee 
 benefit obligation                                     (45)       439 
                                                    --------  -------- 
 
 
 
                                            Pension       Pension     Pension 
                                             assets   liabilities    surplus/ 
                                                                    (deficit) 
                                            EUR'000       EUR'000     EUR'000 
Movement in scheme assets and liabilities 
At 1 January 2019                            21,151      (20,712)         439 
Current service cost                              -          (44)        (44) 
Employer contributions paid                     752             -         752 
Interest on scheme liabilities                    -         (380)       (380) 
Interest on scheme assets                       395             -         395 
Actuarial gain/(loss) in current year         2,790       (3,997)     (1,207) 
Benefits (paid)/settled                     (2,578)         2,578           - 
                                            -------  ------------  ---------- 
At 31 December 2019                          22,510      (22,555)        (45) 
                                            -------  ------------  ---------- 
 
 

12. Provisions

 
                                  Deferred          Lease    Warranty    Total 
                                contingent   dilapidation   provision 
                             consideration 
                                   EUR'000        EUR'000     EUR'000  EUR'000 
 
At 1 January 2019                   51,811            269          62   52,142 
Unwinding of discount                1,939              -           -    1,939 
Arising on acquisition              33,966              -           -   33,966 
Reclassified                       (1,752)              -           -  (1,752) 
Utilised during the year           (1,237)           (56)        (21)  (1,314) 
Released during the year           (5,836)              -           -  (5,836) 
Foreign currency movement            1,920              -           4    1,924 
                            --------------  -------------  ----------  ------- 
At 31 December 2019                 80,811            213          45   81,069 
                            --------------  -------------  ----------  ------- 
 
 

Deferred contingent consideration

Deferred contingent consideration represents the present value of deferred contingent acquisition consideration which would become payable based on pre-defined profit thresholds being met. During the year payments of EUR1,237,000 were made in respect of prior year acquisitions. Deferred contingent consideration relating to the acquisition of Outico Limited is no longer contingent on the pre-defined performance thresholds being satisfied and consequently has been reclassified to deferred consideration. Deferred contingent consideration of EUR5,836,000 in respect of prior year acquisitions was released in the year following a review of expected performance against earn-out targets (Note 3).

The balance at 31 December 2019 relates to acquisitions completed from 2015 to 2019.

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 2042.

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.

13. Analysis of net debt

 
                                           2019       2018 
                                        EUR'000    EUR'000 
 
Cash and cash equivalents               114,040     10,539 
Restricted cash                           2,142      2,352 
                                       --------  --------- 
                                        116,182     12,891 
                                       --------  --------- 
 
Bank loans repayable within one year   (22,583)   (81,753) 
Bank loans payable after one year      (66,977)   (84,018) 
                                       --------  --------- 
Bank loans                             (89,560)  (165,771) 
                                       --------  --------- 
Net bank cash/(debt)                     26,622  (152,880) 
                                       --------  --------- 
 
Current lease obligations              (10,083)          - 
Non-current lease obligations          (82,901)          - 
                                       --------  --------- 
Lease obligations                      (92,984)          - 
                                       --------  --------- 
Net debt                               (66,362)  (152,880) 
                                       --------  --------- 
 
 

14. Reconciliation of operating profit to cash flow from operating activities

 
                                                      2019      2018 
                                                   EUR'000   EUR'000 
 
Operating profit before exceptional items           40,250    25,001 
Cash related exceptional items                     (7,075)   (8,290) 
                                                  --------  -------- 
                                                    33,175    16,711 
Depreciation                                        15,911     4,610 
Amortisation of intangible assets                    2,394     2,626 
Increase in inventory                             (14,889)   (1,109) 
Increase in receivables                           (17,656)  (19,730) 
Increase/(decrease) in payables                     30,424   (7,944) 
Foreign currency translation adjustments               207      (61) 
                                                  --------  -------- 
Cash inflow/(outflow) from operating activities     49,566   (4,897) 
                                                  --------  -------- 
 
 

15. Leases

(i) Amounts recognised in the Balance Sheet

As at 31 December, the Balance Sheet shows the following amounts relating to leases:

 
                          2019     2018 
                       EUR'000  EUR'000 
Right-of-use assets: 
Buildings               87,334        - 
Plant and equipment      1,054        - 
Motor vehicles           3,590        - 
                       -------  ------- 
                        91,978        - 
                       -------  ------- 
 
Lease liabilities: 
Current                 10,083        - 
Non-current             82,901        - 
                       -------  ------- 
                        92,984        - 
                       -------  ------- 
 
 

Right-of-use assets are included in the line 'Property, plant and equipment' on the Balance Sheet, and are presented in note 8.

Additions to the right-of-use assets during the year ended 31 December 2019 were EUR3,464,000.

Lease liabilities are presented separately on the face of the Balance Sheet. For adjustments recognised on adoption of IFRS 16 on 1 January 2019, please refer to note 1.

(ii) Amounts recognised in the Income Statement:

The Income Statement shows the following amounts relating to leases:

 
                                                 2019     2018 
                                              EUR'000  EUR'000 
Depreciation charge of right-of-use assets: 
Buildings                                       6,291        - 
Plant and equipment                               516        - 
Motor vehicles                                  2,671        - 
                                              -------  ------- 
                                                9,478        - 
                                              -------  ------- 
 
Interest on lease obligations (note 4)          2,637        - 
                                              -------  ------- 
 
 

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 
 
31 December 2019: 
Investments in equity instruments           25           -       25       25 
Trade and other receivables 
 **                                          -     127,729  127,729  127,729 
Deferred consideration receivable            -         895      895      895 
Cash and cash equivalents                    -     114,040  114,040  114,040 
Restricted cash                              -       2,142    2,142    2,142 
                                    ----------  ----------  -------  ------- 
                                            25     244,806  244,831  244,831 
                                    ----------  ----------  -------  ------- 
 
 
   *   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 
 
31 December 2019: 
Borrowings                                      -        89,560   89,560   89,560 
Deferred acquisition consideration              -         7,394    7,394    7,394 
Trade and other payables ****                   -       185,901  185,901  185,901 
Facility termination fee                    5,000             -    5,000    5,000 
Deferred contingent consideration          80,811             -   80,811   80,811 
Derivative financial instruments                -        92,984   92,984   92,984 
                                     ------------  ------------  -------  ------- 
                                           85,811       375,839  461,650  461,650 
                                     ------------  ------------  -------  ------- 
 
 

*** 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 6 months, the nominal amount is deemed to reflect fair value. For loans with repricing dates of greater than 6 months, the fair value is calculated based on the present value of the expected future principal and interest cash flows discounted at appropriate market interest rates (level 2) effective at the Balance Sheet date and adjusted for movements in credit spreads.

Deferred acquisition consideration

Discounted cash flow method was used to capture the present value of the expected future economic benefits that will flow out of the Group arising from the deferred acquisition consideration.

Deferred contingent consideration

The fair value of the deferred contingent consideration is calculated by discounting the expected future payment to the present value. The expected future payment represents the deferred contingent acquisition 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 2019.

The significant unobservable inputs are:

-- Pre-defined profit thresholds which have not been disclosed due to their commercial sensitivities

   --      Risk adjusted discount rate of 3% (2018: 3%) 

For the fair value of deferred contingent consideration, a 1% increase in the risk adjusted discount rate at 31 December 2019, holding the other inputs constant would reduce the fair value of the deferred contingent consideration by EUR1.3m. A 1% decrease in the risk adjusted discount rate would result in an increase of EUR1.3m in the fair value of the deferred contingent consideration.

Derivative financial instruments

The derivative financial instruments represent share warrants that were issued to the previous shareholders of Sisk Healthcare Group on the completion of the acquisition of Sisk Healthcare Group. This share warrant granted the right to subscribe for 18,782,808 ordinary shares in Uniphar plc with a nominal value of EUR0.08 each. The share warrant was exercised in July 2019 in advance of the initial public offering. The share warrant was previously exercisable within a five-year period from the date of completion of the acquisition, or alternatively the share warrant would be settled through a cash termination payment. At the acquisition date, the fair value attributable to the share warrant was calculated based on management's best estimate of the weighted probability of each of the possible outcomes. In July 2019, a gain of EUR1,765,000 was recognised on the settlement of the share warrant, being the amount attributable to the cash settlement option under the weighted probability method.

Facility termination fee

The facility termination fee has a carrying value and respective fair value of EUR5,000,000 (2018: EUR7,622,000).

As part of the funding of the acquisition of Cahill May Roberts in 2013, a share warrant was issued to participating banks, granting the right to subscribe for 10% of the entire fully diluted issued share capital of the Company at the time of subscription, at any time up until 30 June 2017. During 2017, the share warrant holders surrendered all of their equity rights in return for an agreed facility termination fee payable by the company of EUR10,000,000.

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 31 December 2019 
Investments in equity instruments         -        -        25        25 
Facility termination fee                  -        -   (5,000)   (5,000) 
Deferred contingent consideration         -        -  (80,811)  (80,811) 
                                    -------  -------  --------  -------- 
                                          -        -  (85,786)  (85,786) 
                                    -------  -------  --------  -------- 
 
 

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 year ended 31 December 2019:

 
                             Shares in      Facility        Deferred   Derivative     Total 
                              unlisted   termination      contingent    financial 
                             companies           fee   consideration   instrument 
                               EUR'000       EUR'000         EUR'000      EUR'000   EUR'000 
 
At 1 January 2019                   25       (7,622)        (51,811)     (27,586)  (86,994) 
Payments                             -         2,500           1,237            -     3,737 
Exercise of share warrant            -             -               -       25,821    25,821 
Unwinding of discount*               -           122         (1,939)            -   (1,817) 
Arising on acquisition               -             -        (33,966)            -  (33,966) 
Reclassification                     -             -           1,752            -     1,752 
Release*                             -             -           5,836        1,765     7,601 
Foreign currency                     -             -         (1,920)            -   (1,920) 
                            ----------  ------------  --------------  -----------  -------- 
At 31 December 2019                 25       (5,000)        (80,811)            -  (85,786) 
                            ----------  ------------  --------------  -----------  -------- 
 
 

* 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 consolidated financial statements do not include all financial risk management information and disclosures required in the annual financial statements; they should be read in conjunction with the Group's Annual Report for the year ended 31 December 2018.

In December 2019, the Group entered into a receivables purchase arrangement with two of its banking partners. Under the terms of this non-recourse agreement, the Group has transferred substantially all credit risk and control of certain trade receivables, amounting to EUR80,000,000 (2018: EURnil). The Group has recognised an asset within trade and other receivables of EUR12,000,000 (2018: EURnil), being the fair value of the amount receivable from the financial institutions, representing 15% of the trade receivables transferred to the financial institutions in accordance with the terms of the receivables purchase arrangement. The execution of this agreement resulted in an operating cash inflow of EUR68,000,000 for the Group during the year ended 31 December 2019. Total interest expense associated with this receivables purchase agreement during the year ended 31 December 2019 was EUR31,000 (2018: EURnil).

There have been no other changes to the risk management processes or in any risk management policies since the year end.

17. Acquisitions of subsidiary undertakings and business assets

A key strategy of the Group is to expand into higher growth, higher margin businesses and to reduce exposure to the pharmaceutical wholesaling market. In line with this strategy, the Group completed the following acquisitions during the financial year:

   --      Durbin plc and Durbin inc (Durbin) 

The Group acquired 100% of the issued share capital of Durbin plc and Durbin inc (Durbin) in July 2019 for consideration of EUR41,843,000, of which EUR18,847,000 is deferred and contingent on agreed targets being met. Durbin is a specialist provider of pharmaceuticals based in the United Kingdom and the United States.

   --      15 Inischem retail pharmacies 

The Group acquired 100% of the issued share capital of 15 Inischem retail pharmacies in August 2019, with each company incorporated in Ireland for consideration of EUR5,490,000. The 15 Inischem retail pharmacies operate throughout the Republic of Ireland.

   --      EPS Vascular AB, EP Endovascular AB and EPS Vascular OY ("EPS Group") 

The Group acquired 100% of the issued share capital of EPS Vascular AB, EP Endovascular AB and EPS Vascular OY, together "EPS Group" in October 2019 for consideration of EUR13,887,000, of which EUR3,649,000 is deferred and contingent on agreed targets being met. EPS Vascular AB and EP Endovascular AB are Swedish incorporated companies, and EPS Vascular OY is a Finnish incorporated company. EPS Group operates in the medical devices sector in the Nordics.

   --      Regional Pharmacy Limited 

The Group acquired 100% of the issued share capital of Regional Pharmacy Limited, in October 2019 for consideration of EUR1,646,000. Regional Pharmacy Limited currently operates an independent retail pharmacy in the Republic of Ireland.

   --      M3 Medical Limited 

The Group acquired 100% of the issued share capital of M3 Medical Limited in November 2019 for consideration of EUR18,961,000, of which EUR11,623,000 is deferred and contingent on agreed targets being met. M3 Medical Limited is an Irish incorporated company, operating in the medical devices sector in the Republic of Ireland.

   --      Gort Road Pharmacy Limited 

The Group acquired 100% of the issued share capital of Gort Road Pharmacy Limited, in November 2019 for consideration of EUR2,080,000. Gort Road Pharmacy Limited currently operates an independent retail pharmacy in the Republic of 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 workforce and management teams within the businesses 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 fair value of the deferred and contingent consideration recognised at the date of acquisition is calculated by discounting the expected future payment to present value at the acquisition date. In general, for deferred contingent consideration to become payable, pre-defined profit thresholds must be exceeded. On an undiscounted basis, the future payments for which the Group may be liable in respect of acquisitions completed in the current year range from nil to EUR63.4m at 31 December 2019.

The initial assignment of fair values to net assets acquired has been performed on a provisional basis in respect of the acquisitions completed during 2019, due to their recent acquisition dates. There were no separately identifiable intangible assets identified as part of our initial assessment of the fair value of the net assets acquired. 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 twelve-month period from the date of acquisition will be disclosable in the 2020 Annual Report as stipulated by IFRS 3, Business Combinations. The fair values of the assets and liabilities of the acquisitions completed in 2018 have now been finalised with no further adjustments required to the provisional fair values of the assets and liabilities which were disclosed in the 2018 Annual Report.

The acquisition of Durbin 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. None of the remaining business combinations completed during the period were considered sufficiently material to warrant separate disclosure of the fair values attributable to those combinations.

The provisional fair value of the assets and liabilities acquired as part of the acquisitions completed during the financial year are set out below:

 
                                    Durbin   Others    Total 
                                   EUR'000  EUR'000  EUR'000 
ASSETS 
Non-current assets 
Property, plant and equipment        7,022   14,872   21,894 
Deferred tax asset                      34        -       34 
                                   -------  -------  ------- 
                                     7,056   14,872   21,928 
                                   -------  -------  ------- 
Current assets 
Assets held for sale                     -    4,400    4,400 
Inventory                            2,916    4,230    7,146 
Trade and other receivables          7,278    5,666   12,944 
Cash and cash equivalents            2,485    4,375    6,860 
                                   -------  -------  ------- 
                                    12,679   18,671   31,350 
                                   -------  -------  ------- 
Total assets                        19,735   33,543   53,278 
                                   -------  -------  ------- 
 
LIABILITIES 
Non-current liabilities 
Lease liabilities                      571    1,289    1,860 
Deferred tax liabilities                 9    1,452    1,461 
                                   -------  -------  ------- 
                                       580    2,741    3,321 
                                   -------  -------  ------- 
Current liabilities 
Lease liabilities                    2,894   12,123   15,017 
Trade and other payables             8,768    9,335   18,103 
                                   -------  -------  ------- 
                                    11,662   21,458   33,120 
                                   -------  -------  ------- 
Total liabilities                   12,242   24,199   36,441 
                                   -------  -------  ------- 
 
Identifiable net assets acquired     7,493    9,344   16,837 
                                   -------  -------  ------- 
 
Goodwill arising on acquisition     34,350   32,720   67,070 
                                   -------  -------  ------- 
Consideration                       41,843   42,064   83,907 
                                   -------  -------  ------- 
 
 

The gross contractual value of the trade and other receivables as at the respective dates of acquisition amounted to EUR13.2m. The fair value of these receivables is estimated at EUR12.9m (all of which is expected to be recoverable).

The acquisitions completed in 2019 have contributed EUR40.6m to revenue and EUR11.6m of gross margin for the period since the date of acquisition. The proforma revenue and operating profit for the Group for the period ended 31 December 2019 would have been EUR1,739.0m and EUR28.5m respectively had the acquisitions been completed at the start of the current reporting period.

In 2019, the Group incurred acquisition costs of EUR5.0m (2018: EUR4.9m). These have been included in administrative expenses in the Group Income Statement.

18. Post balance sheet events

Non adjusting events

Wind up of Whelehan Group Pension Scheme

Contributions to the Whelehan Group Pension Scheme were terminated in October 2019, and the scheme was formally wound up effective in January 2020. The assets and liabilities of this scheme were reflected in the Group's defined benefit pension obligation at 31 December 2019. The assets of the scheme were distributed in January 2020 in line with members chosen options and no assets or liabilities remain. Any former members of this scheme still employed by the Group were offered membership of the Uniphar Group Retirement Benefits Scheme for future service benefits. A settlement loss of EUR0.5m will be recognised in the 2020 financial statements.

Acquisition of Innerstrength Limited

In March 2020, Uniphar completed the acquisition of Innerstrength Limited. Innerstrength Limited currently operates in Ireland, in the technology market, enabling healthcare professionals to deliver personalised education to patients who are currently living with chronic conditions. The total consideration including deferred contingent consideration, is up to a maximum of EUR8m.

Due to the short time frame between the completion date of the acquisition of Innerstrength Limited, and the date of issuance of this report, it was not possible to reliably estimate the fair value of assets and liabilities or the goodwill amount associated with the completed acquisition. This acquisition will be accounted for as an acquisition in the 2020 financial statements.

Impact of Covid-19

The Group continue to monitor ongoing Covid-19 developments, and the potential impact to the business. Uniphar plays a significant role in the national healthcare infrastructure, ensuring the continuity in the supply and distribution of much needed medicines, medical devices and related services. As we prepare for the full impact of the Covid-19 crisis, we expect to continue to see increased volumes in Supply Chain & Retail, with likely increases in costs due to investment in additional resources to manage significantly higher volumes.

Business continuity and contingency plans are in place in anticipation of wider outbreaks of the virus. With potential sick leave, self-isolation or quarantine situations arising, the Group expect to have to deal with reduced availability of the workforce. Due to reprioritisation of resources within hospitals and other healthcare facilities the Group is preparing for a possible delay in Commercial & Clinical revenue if certain 'non-urgent' elective surgeries have to be postponed.

19. Approval by the Board of Directors

The preliminary results announcement was approved by the Board of Directors on 26 March 2020.

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:

EBITDA

Earnings before exceptional items, net finance expense, income tax expense, depreciation and intangible assets amortisation.

For comparative purposes, EBITDA excluding the impact of IFRS 16 is presented, which is calculated in 2019 by adding back the operating lease charges which are removed from the Income Statement under IFRS 16.

 
                                                           2019     2018 
                                                        EUR'000  EUR'000 
 
Operating profit                    Income Statement     28,207   15,826 
Exceptional charge recognised 
 in operating profit                Note 3               12,043    9,175 
Depreciation                        Note 8               15,911    4,610 
Amortisation of computer software   Note 7                2,363    2,597 
Amortisation of trademark           Note 7                   31       29 
                                                       --------  ------- 
EBITDA                                                   58,555   32,237 
                                                       --------  ------- 
 
Operating lease charges                                (10,533)        - 
                                                       --------  ------- 
EBITDA excluding impact of 
 IFRS 16                                                 48,022   32,237 
                                                       --------  ------- 
 
 

Net bank cash/(debt)

Net bank cash/(debt) represents the net total of current and non-current borrowings, cash and cash equivalents, and restricted cash as presented in the Group Balance Sheet.

 
                                                   2019       2018 
                                                EUR'000    EUR'000 
 
Cash and cash equivalents      Balance Sheet    114,040     10,539 
Restricted cash                Balance Sheet      2,142      2,352 
Bank loans repayable within 
 one year                      Balance Sheet   (22,583)   (81,753) 
Bank loans payable after one 
 year                          Balance Sheet   (66,977)   (84,018) 
                                               --------  --------- 
Net bank cash/(debt)                             26,622  (152,880) 
                                               --------  --------- 
 
 

Net debt

Net debt represents the total of net bank debt, plus current and non-current lease obligations as presented in the Group Balance Sheet.

 
                                                              2019       2018 
                                                           EUR'000    EUR'000 
 
                                Alternative performance 
Net bank cash/(debt)             measures                   26,622  (152,880) 
Current lease obligations       Balance Sheet             (10,083)          - 
Non-current lease obligations   Balance Sheet             (82,901)          - 
                                                          --------  --------- 
Net debt                                                  (66,362)  (152,880) 
                                                          --------  --------- 
 
 

Leverage

Net bank debt divided by EBITDA for the period.

 
                                                    2019       2018 
                                                 EUR'000    EUR'000 
 
                       Alternative performance 
Net bank cash/(debt)    measures                  26,622  (152,880) 
EBITDA*                Balance Sheet              48,022     46,294 
                                                 -------  --------- 
Leverage (times)                                     0.6      (3.3) 
                                                 -------  --------- 
 
 

*Note - In 2018, the EBITDA relates to the annualised EBITDA, including the acquisition of Sisk Healthcare as if the acquisition was completed on 1 January 2018, as defined in our Admission document. 2019 EBITDA represents actual EBITDA excluding the impact of IFRS 16 for the year ended 31 December 2019.

Adjusted earnings per share

This comprises of profit for the financial year attributable to owners of the parent as reported in the Group Income Statement before exceptional items (if any), divided by the weighted average number of shares in issue in the year.

 
                                                          2019     2018 
                                                       EUR'000  EUR'000 
Adjusted earnings per share has been calculated 
 by reference to the following: 
 
Profit for the financial year attributable to owners    21,026    8,642 
 
Exceptional charge recognised in operating profit 
 (note 3)                                               12,043    9,175 
Exceptional credit recognised in finance costs (note 
 3)                                                    (6,731)        - 
                                                       -------  ------- 
Profit after tax excluding exceptional items            26,338   17,817 
 
Weighted average number of shares in issue in the 
 year (000's)                                          183,546  119,044 
                                                       -------  ------- 
Adjusted basic and diluted earnings per ordinary 
 share (in cent)                                          14.3     15.0 
                                                       -------  ------- 
 
 

Free cash flow conversion

Free cash flow conversion calculated as EBITDA, less investment in working capital, less capital expenditure, divided by EBITDA.

 
                                                              2019        2019      2018 
                                                         Inc. IFRS   Exc. IFRS 
                                                                16          16 
                                                           EUR'000     EUR'000   EUR'000 
 
EBITDA                                                      58,555      48,022    32,237 
Increase in inventory             Note 14                 (14,889)    (14,889)   (1,109) 
Increase in receivables           Note 14                 (17,656)    (17,656)  (19,730) 
Increase/(decrease) in payables   Note 14                   30,424      30,424   (7,944) 
Foreign currency translation 
 adjustments                      Note 14                      207         207      (61) 
Payments to acquire property, 
 plant and equipment              Cash Flow Statement      (5,585)     (5,585)   (2,880) 
Payments to acquire intangible 
 assets                           Cash Flow Statement        (861)       (861)   (2,015) 
                                                        ----------  ----------  -------- 
Free cash flow                                              50,195      39,662   (1,502) 
                                                        ----------  ----------  -------- 
EBITDA                                                      58,555      48,022    32,237 
                                                        ----------  ----------  -------- 
Free cash flow conversion                                    85.7%       82.6%    (4.7%) 
                                                        ----------  ----------  -------- 
 
 

Return on capital employed

In 2019, ROCE is calculated as the adjusted 12 months rolling operating profit excluding the impact of the adoption of IFRS 16, 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 in the calculation of the average capital employed. For comparative purposed we have presented the comparative ROCE including the impact of the adoption of IFRS 16 "Leases".

 
                                        Excluding IFRS 16    Including IFRS 16 
                                              Impact               Impact 
                                             2019     2018        2019     2018 
                                          EUR'000  EUR'000     EUR'000  EUR'000 
 
Rolling 12 months operating 
 profit                                    27,152               28,207 
Adjustment for exceptional costs           12,043               12,043 
                                       ----------           ---------- 
Adjusted 12 months rolling operating 
 profit                                    39,195               40,250 
                                       ----------           ---------- 
 
Total equity                              182,502    (619)     180,920    (619) 
Non-recourse financing arrangement         68,000        -      68,000        - 
Net bank debt                            (26,622)  152,880    (26,622)  152,880 
Derivative financial instruments                -   27,586           -   27,586 
Facility termination fee                    5,000    7,622       5,000    7,622 
Deferred contingent consideration          80,811   51,811      80,811   51,811 
Deferred consideration payable              7,394    5,566       7,394    5,566 
                                       ----------  -------  ----------  ------- 
Total capital employed                    317,085  244,846     315,503  244,846 
                                       ----------  -------  ----------  ------- 
 
Average capital employed                  280,966              280,175 
Adjustment for acquisitions 
 (note A below)                          (14,842)             (14,842) 
                                       ----------           ---------- 
Adjusted average capital employed         266,124              265,333 
                                       ----------           ---------- 
Return on capital employed                  14.7%                15.2% 
                                       ----------           ---------- 
 
 
Note A: Adjustment for acquisitions        Consideration  Completion  Adjustment 
                                                                Date 
                                                 EUR'000                 EUR'000 
 
Durbin                                            41,843   July 2019     (3,487) 
Other acquisitions completed during 2019          42,064     Various    (11,355) 
                                                                      ---------- 
Adjustment for acquisitions                                             (14,842) 
                                                                      ---------- 
 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

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March 27, 2020 03:00 ET (07:00 GMT)

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