Uniphar plc
2025 Interim Results
Uniphar plc, an international diversified healthcare services business, announces its half year results for the six months ended 30 June 2025, delivering 21% growth in adjusted EPS and 8.1% organic gross profit with growth across each of its three divisions in line with expectations.
FINANCIAL HIGHLIGHTS
| |
|
|
Growth |
|
| Six months ended 30 June1 |
2025 €'000 |
2024 €'000 |
Reported
|
Constant currency3 |
| |
|
|
|
|
| Revenue |
1,485,492 |
1,367,578 |
8.6% |
8.6% |
| Gross profit |
219,651 |
206,697 |
6.3% |
6.2% |
| Uniphar Pharma |
64,042 |
57,891 |
10.6% |
10.7% |
| Uniphar Medtech |
57,505 |
53,515 |
7.5% |
7.0% |
| Uniphar Supply Chain & Retail |
98,104 |
95,291 |
3.0% |
3.0% |
| Gross profit margin (Group) % |
14.8% |
15.1% |
|
|
| EBITDA1 |
57,495 |
55,901 |
2.9% |
2.8% |
| Operating profit2 |
38,472 |
36,447 |
5.6% |
5.4% |
| Profit before tax2 |
28,704 |
23,430 |
22.5% |
22.3% |
| Net bank debt1 |
(197,535) |
(143,609) |
|
|
| Basic EPS (cent) |
6.6 |
5.6 |
17.9% |
|
| Adjusted EPS (cent)1 |
9.8 |
8.1 |
21.0% |
|
· Gross profit growth of 6.3% (8.1% organic4) reflecting strong growth across all divisions with a gross profit margin of 14.8%.
· Organic4 EBITDA growth of 4.9%, demonstrating the execution of our strategy in each division. Reported EBITDA growth of 2.9%, from €55.9m to €57.5m, reflecting the disposal of Inspired Health in 2024.
· Adjusted EPS growth of 21% to 9.8 cent (2024: 8.1 cent) reflecting underlying business growth together with the positive impact of lower finance costs and the share buyback in the period.
· Robust liquidity with net bank debt of €197.5m at 30 June 2025 (December 2024: €147.7m) and leverage at 1.90x.
· Share buyback programme of €35m completed in the period with 13.4m shares repurchased.
· The Board have declared an interim dividend of €0.0071 per ordinary share for the period to 30 June 2025 representing growth of 6% in the period (June 2024: €0.0067 per ordinary share).
· Uniphar enters the second half of the year with strong trading momentum. For the full year 2025, the Group expects organic gross profit growth across all divisions to be in line with medium-term targets and is well positioned to deliver on market expectations of double-digit adjusted EPS growth for the full year.
1. Additional information is set out in Alternative Performance Measures (APMs) section.
2. Excludes exceptional items.
3. Constant currency growth is calculated by applying the prior period's actual exchange rate to the current period's result.
4. Organic growth is calculated as the growth of the underlying business in the period adjusting for the contribution from acquisitions and disposals in the relevant period to ensure a like-for-like comparison.
STRATEGIC AND OPERATIONAL HIGHLIGHTS
· Strong performance in the period delivering adjusted EPS growth of 21% to 9.8 cent with each division delivering growth consistent with their strategic objectives.
· Organic gross profit growth of 8.1% with growth achieved across all divisions:
§ Uniphar Pharma : 17.6% organic gross profit growth, reflecting the execution of our strategy with particularly robust demand in the Global Sourcing business.
§ Uniphar Medtech : 7.5% organic gross profit growth. This growth was achieved through consistent growth in core markets, portfolio expansion and expanding our geographic reach.
§ Uniphar Supply Chain & Retail : 3.0% organic gross profit growth. Performance during the period was underpinned by consistent growth in all business areas.
· Free cash flow conversion is 35.3% (H1 2024: 121.5%) reflecting the partial unwind of prior year working capital benefits in the Pharma Services business.
· Net bank debt increased in the period to €197.5m from €147.7m in December 2024 representing a leverage multiple of 1.90x. The increase is reflective of ongoing strategic capex expenditure together with the completion of the €35m share buyback in the period.
· The Group completed an amendment to its existing debt facility in August 2025 exercising an option to extend the current revolving credit facility ('RCF') by two years to August 2029 in addition to placing a €150m five-year term loan facility with the existing banking syndicate.
· Uniphar Pharma's On Demand business unit rebranded in the period to become Global Sourcing. This change reflects our growing role as a global sourcing and supply partner in healthcare. It represents an important milestone in the integration of our global operations and in enhancing the experience we offer to customers, partners and suppliers.
· The Group's strategic capital expenditure in a state-of-the-art distribution facility in Ireland is progressing well with the build completed. The focus is now on the technology integration, testing and deployment planning in preparation for commissioning in 2026. Once completed, the investment will more than double existing capacity levels and future proof the Supply Chain & Retail division whilst also enabling us to scale our global Pharma platform.
· Sustainability remains a key focus for the Group. The focus in 2025 has included building the foundations of our new Climate Change and Responsible Sourcing Programmes. External ratings are maintained with MSCI at 'AAA', a Sustainalytics healthcare industry risk rating in the second percentile and a CDP 'B' rating for a third consecutive year.
· Uniphar has consistently deployed capital in a disciplined manner in both M&A and strategic investment opportunities. M&A remains an objective of the Group in delivering its medium-term growth targets with the Group continuing to maintain an active pipeline of opportunities.
Ger Rabbette, Uniphar Group Chief Executive Officer said:
"Uniphar delivered a strong performance in the first half of 2025 with adjusted EPS growth of 21% and organic gross profit growth of 8.1% with each division delivering in-line with their medium-term targets. Our uncompromising focus on solving our healthcare clients' challenges, together with our strategic investment programme, further enhances our capability to deliver strong organic growth into the future. We remain confident of achieving our target of €200m EBITDA by 2028 with at least 80% of that growth being delivered organically."
Analyst presentation
A conference call for investors and analysts will be held at 09:30 (BST), today, 2nd September 2025. Analysts and investors who wish to participate should visit www.uniphar.ie to register.
A copy of the presentation and announcement will be available on our website at the time of the call.
Contact details
| Uniphar Group |
Tel: +353 (0) 1 428 7777 |
| Tim Dolphin |
|
| Chief Financial Officer |
|
| Allan Smylie |
|
| Head of Strategy and Investor Relations |
About Uniphar plc
Headquartered in Dublin, Ireland, Uniphar is an international diversified healthcare services business servicing the requirements of more than 200 multinational pharmaceutical and medical technology manufacturers across three divisions - Uniphar Pharma, Uniphar Medtech and Uniphar Supply Chain & Retail. The Group is active in Europe, North America, APAC and MENA and delivers to 160+ countries.
The Company's vision is to improve patient access to pharmaco-medical products and treatments by enhancing connectivity between manufacturers and healthcare stakeholders. Uniphar represents a strong combination of scale, growth, and profitability.
Uniphar Pharma
Uniphar Pharma operates a global business with high-value services across the lifecycle of a pharmaceutical product. We enable pharma and biotech companies to bring innovative medicines to global markets and provide healthcare professionals with access to medicines they can't source through traditional channels. Our strategy is to build a leading platform to provide the specialist support and expertise needed to improve access to these medicines.
Uniphar Medtech
Uniphar Medtech is a leading pan-European medical device distributor and solutions partner. The Group's strategy for Uniphar Medtech is to grow our service offering across Europe and expand our addressable market by serving new specialities and new manufacturers.
Uniphar Supply Chain & Retail
Uniphar Supply Chain & Retail is the leading pharmaceutical wholesaler in Ireland with a growing symbol group offering of retail pharmacies. The Group's strategy for Uniphar Supply Chain & Retail is to grow our wholesale market share, our symbol group network and our own brand, in-licenced and consumer products portfolio.
Cautionary statement
This announcement contains certain projections and other forward-looking statements with respect to the financial condition, results of operations, businesses, and prospects of the Uniphar Group. These statements are based on current expectations and involve risk and uncertainty because they relate to events and depend upon circumstances that may or may not occur in the future. There are a number of factors which could cause actual results or developments to differ materially from those expressed or implied by these projections and forward-looking statements. Any of the assumptions underlying these projections and forward-looking statements could prove inaccurate or incorrect and therefore any results contemplated in the projections and forward-looking statements may not actually be achieved. Recipients are cautioned not to place undue reliance on any projections and forward-looking statements contained herein. Except as required by law or by any appropriate regulatory authority, the Uniphar Group undertakes no obligation to update or revise (publicly or otherwise) any projection or forward-looking statement, whether as a result of new information, future events or other circumstances.
Overview
Uniphar Group has delivered a strong performance in the first six months of 2025 achieving growth in gross profit and adjusted EPS. Gross profit increased by 6.3% reflecting underlying organic growth of 8.1% after excluding the effect of the prior year disposal of Inspired Health. Adjusted EPS grew by an exceptionally strong 21.0% to 9.8 cent attributable to underlying business growth supported by the positive impact of a lower interest rate environment and the share buyback of €35m.
Each of our three divisions performed well and delivered organic gross profit growth in line with their medium-term targets. Uniphar Pharma delivered organic gross profit growth of 17.6% driven by a strong performance in Global Sourcing. Uniphar Supply Chain & Retail delivered a 3.0% increase in gross profit, continuing the steady growth trend seen in recent years. Uniphar Medtech achieved gross profit growth of 7.5% through consistent growth in its core markets, portfolio expansion and expanding our geographic reach in Europe.
Organic EBITDA growth in the period was 4.9% (EBITDA June 2025: €57.5m) reflecting the organic gross profit growth achieved in all divisions together with the investment necessary to deliver future growth opportunities. The Group continues to invest in organically developing its platforms to drive future growth to reach our target of €200m EBITDA by 2028.
The Group completed a €35m share buyback programme in the period with 13.4m ordinary shares repurchased. This reduction in ordinary shares added 0.3 cent to adjusted EPS.
Return on capital employed (ROCE) for the rolling 12-month period was 15.5% (June 2024: 14.7%) and is above the Group's medium-term target of 12%-15%. The reported ROCE is reflective of strong profitability in the period combined with disciplined capital management.
Free cash flow conversion in the period is 35.3% (H1 2024: 121.5%) reflecting the partial unwind of prior year working capital benefits in the Pharma Services business.
The Group's Balance Sheet remains robust with net bank debt of €197.5m and leverage of 1.90x. The increase in net bank debt of €49.8m is reflective of ongoing strategic capex expenditure together with the completion of the €35m share buyback in the period. In August 2025, the Group amended its debt facility to exercise an option to extend the current revolving credit facility ('RCF') by two years to August 2029 in addition to placing a €150m five-year term loan with the existing banking syndicate.
The Group remains focused on achieving its medium-term objective to deliver EBITDA of €200m by 2028 with at least 80% of that growth being delivered organically. These interim results represent progress towards that target. Our management team have the track record of delivering on commitments and we are confident we have the right strategy, the best people and the market opportunity to continue to deliver for our stakeholders.
Sustainability
Sustainability remains a key focus for the Group and a core principle of how we operate day-to-day. The Group has identified five sustainability pillars that define our approach and we continue to make progress against each of the pillars.
One particular focus in the period has been building on the foundations of our Climate Change and Responsible Sourcing Programmes. These initiatives are being led by stakeholders from across the business and ensure that the Group continues to operate in a manner in line with our values and goals. The Group completed its carbon foot printing and supplier base analyses in the period paving the way to move on to our next actions.
The Group continues to focus on maintaining strong ratings from external rating agencies with MSCI at "AAA", a second percentile risk rating in the healthcare industry from Sustainalytics and CDP at "B" rating for a third consecutive year.
In the community, the Group partnered with SeriousFun Children's Network and Pieta House this year to support fundraising initiatives for these charities. Furthermore, we have launched a new programme called 'Helping Hands' which empowers our teams to volunteer with charities in Ireland and the UK. Uniphar continues to be a proud sponsor of the 100 Million Trees Project which plants mini-forests of native Irish trees across the country supporting biodiversity and creating natural carbon sinks.
Current trading
Uniphar enters the second half of the year with strong trading momentum and is delivering in-line with expectations.
Outlook
Uniphar remains well positioned to achieve continued gross profit growth in each division in line with our medium-term targets and is confident of delivering on current market expectations for the full year.
The Group's ambition is to grow EBITDA to €200m by 2028 with at least 80% of that growth expected to be delivered organically.
The medium-term targets for gross profit growth are as follows:
· Uniphar Pharma: Double digit
· Uniphar Medtech: High-single digit
· Uniphar Supply Chain & Retail: Low-single digit
M&A will continue to play an important role in Uniphar's growth strategy, and the Group continues to have a disciplined approach to capital allocation while managing an active pipeline of acquisition opportunities to further enhance the Group's growth potential.
Acquisitions and integration update
Uniphar continues to evaluate potential acquisition opportunities and maintains an active pipeline of opportunities to further expand our capability and geographic reach. The Group maintains a disciplined approach to capital allocation and remains committed to ensuring capital is deployed in investments that deliver a Return on Capital Employed within our target range of 12% - 15% within three years.
Strategic capital expenditure
Uniphar's track record of investment in technology has been a critical enabler of the Group's transformational growth journey to date. Investing in modern infrastructure in strategic locations has driven the Group's ability to achieve growth at pace.
We are well advanced through a multi-year strategic investment programme in an Irish-based distribution facility together with the technology platform to deliver the next phase of business growth. Once operational in 2026, this investment will more than double current capacity levels in the Supply Chain & Retail division whilst enabling us to scale our Pharma platform. The investment is a key component in achieving our target of €200m EBITDA by 2028. The build and fitout of the facility is complete with the focus now moving to testing and completing the technology infrastructure.
The Group's investment in a continental European hub in the Netherlands is progressing to plan with the facility expected to be fully operational in 2026. This facility will enable us to build on the successful growth we have achieved in continental Europe in recent years.
The Group has secured a new state-of-the-art facility in Derby, centrally located in the UK Midlands. Strategically positioned with excellent access to transport networks, this central hub will enhance operational efficiency and provide a scalable platform to capitalise on growth opportunities in the UK market.
Principal Risks and Uncertainties
The Board of Uniphar plc has overall responsibility for the Group's risk management and internal control systems which are designed to identify, manage and mitigate material risks the Group faces in pursuit of its strategic objectives.
The principal risks and uncertainties facing the Group, as set out in the 2024 Annual Report on pages 59 to 62 (together with the principal mitigation measures), continue to be the principal risks and uncertainties currently facing the Group. The Group continues to actively assess changes in its external environment which could change its risk assessment and profile and actively manages all risks through its control and risk management process. A copy of the Annual Report is available from our website www.uniphar.ie .
Business Reviews
Uniphar Pharma
| |
|
|
Growth |
|
| Six months ended 30 June |
2025 €'000 |
2024 €'000 |
Reported
|
Constant currency
|
| |
|
|
|
|
| Revenue |
344,881 |
344,174 |
0.2% |
0.2% |
| Gross profit |
64,042 |
57,891 |
10.6% |
10.7% |
| Gross profit margin % |
18.6% |
16.8% |
|
|
| EBITDA |
13,456 |
10,153 |
32.5% |
33.0% |
| EBITDA margin % |
3.9% |
2.9% |
|
|
| |
|
|
|
|
Overview
Uniphar Pharma provides access to innovative medicines and therapies in addition to working collaboratively with manufacturers to maximise the value of their assets across international healthcare markets. The division operates on a global scale through its two business units - Global Sourcing (formerly On Demand) and Pharma Services.
Performance
Uniphar Pharma delivered strong organic gross profit growth of 17.6% in the period with reported growth of 10.6% reflecting the disposal of Inspired Health in December 2024. EBITDA grew by 32.5% reflecting strong underlying organic growth in gross profit and the ongoing scaling of the division.
Key highlights from the period include:
· Organic gross profit growth of 17.6% is a strong performance reflective of the operational execution of our strategy.
· Gross profit margin increased to 18.6% (2024: 16.8%) driven by a strategic transition into more profitable, higher margin business activities.
· Global Sourcing performed very well in the period delivering on robust demand for difficult-to-source medicines with notable demand in the clinical trial supply business.
· A truly global division, the business generates gross profit in similar proportions from Ireland, Europe and Rest of World.
Division review
The Global Sourcing business is a leading global supplier of unlicensed and difficult to source medicines ensuring the seamless flow of vital products across borders. During the period, the business commenced a strategic rebrand - an important milestone in the integration of our global operations and in enhancing the experience we offer to customers, partners, and suppliers. Performance in the period was strong, fuelled by robust customer demand and our proven ability to effectively address sourcing challenges.
Pharma Services delivers high-value services to pharmaceutical and biotechnology companies across the full product lifecycle, providing expert support in overcoming launch and commercialisation challenges in target markets. EAPs continue to act as a gateway to the broader suite of commercialisation services offered by the business. The division continues to invest in European launch capability offering comprehensive and end-to-end services to pharma clients seeking to access the European market.
Outlook
Uniphar Pharma delivered a strong performance in the first half of 2025 with organic growth in gross profit together with an increase in gross margin. The division is progressing in line with its strategic goals and is confident of achieving its target of delivering double-digit organic growth in gross profit in 2025 and over the medium-term.
Uniphar Medtech
| |
|
|
Growth |
|||
| Six months ended 30 June |
2025 €'000 |
2024 €'000 |
Reported
|
Constant currency
|
||
| |
|
|
|
|
||
| Revenue |
140,368 |
132,545 |
5.9% |
5.5% |
||
| Gross profit |
57,505 |
53,515 |
7.5% |
7.0% |
||
| Gross profit margin % |
41.0% |
40.4% |
|
|
||
| EBITDA |
21,657 |
21,151 |
2.4% |
1.9% |
||
| EBITDA margin % |
15.4% |
16.0% |
|
|
||
| |
|
|
|
|
||
Overview
Uniphar Medtech is a leading European medical device distributor offering end-to-end solutions and expertise to the world's leading medical device manufacturers. The business is headquartered in Ireland with a pan-European presence and over half of our employees are clinically trained professionals having the network and expertise to support healthcare professionals access the latest medical device technology.
Performance
The division delivered a strong performance in the period achieving gross profit growth of 7.5% in addition to increasing the gross margin to 41%. The growth was delivered across all regions through continued execution for existing clients together with sustained growth into new markets and products. EBITDA grew by 2.4% in the period reflective of investment in business development teams necessary to support growth in the second half of 2025 and beyond.
Key highlights from the period include:
· Gross profit growth of 7.5% all of which was delivered organically.
· Growth in gross profit margin to 41.0% (June 2024: 40.4%).
· Organic growth delivered by supporting existing manufacturer clients to bring new products to market in addition to supporting them in new geographies.
· Organic expansion into Austria in the period reflecting the divisions ambition to further scale across Europe.
Division review
Uniphar Medtech brings deep expertise across a diverse range of medical specialisms and holds leading market positions in areas such as interventional cardiology and radiology, orthopaedics, ophthalmology, minimally invasive surgery, diagnostic imaging, and critical care. These capabilities are underpinned by exclusive, long-standing distribution agreements with some of the world's leading medical device manufacturers.
The growth in the period was driven by growing both our geographic markets and manufacturer relationships. The division expanded organically into Austria in addition to introducing two new specialisms into the Nordic market. We supported a medtech manufacturer whom we served in continental Europe launch their products in Ireland and UK and we also supported a client we represent in the Irish and UK markets with launching additional products in their portfolio. These business wins underscore the effectiveness of targeted investments in talent and infrastructure, which have been instrumental in advancing our business development initiatives.
Outlook
Uniphar Medtech benefits from a highly experienced and committed team, whose deep understanding of client needs enables the delivery of tailored, high-impact solutions to complex challenges. The division is well positioned to capitalise on substantial opportunities - particularly in the UK and mainland Europe - by supporting existing and prospective clients in expanding their market share and achieving commercial success. The division is confident of achieving its medium-term target of high-single digit organic gross profit growth both in the current year and over the medium-term.
Uniphar Supply Chain & Retail
| |
|
|
Growth |
|
| Six months ended 30 June |
2025 €'000 |
2024 €'000 |
Reported
|
Constant currency
|
| |
|
|
|
|
| Revenue |
1,000,243 |
890,859 |
12.3% |
12.3% |
| Gross profit |
98,104 |
95,291 |
3.0% |
3.0% |
| Gross profit margin % |
9.8% |
10.7% |
|
|
| EBITDA |
22,382 |
24,597 |
-9.0% |
-9.0% |
| EBITDA margin % |
2.2% |
2.8% |
|
|
| |
|
|
|
|
Overview
Uniphar Supply Chain & Retail is the vertically integrated pharmaceutical distribution and retail pharmacy division of the Group. The division comprises of Pre-wholesale, Wholesale and Retail pharmacy businesses that work together to supply medicines, consumer products and pharmacy services to our customers. Uniphar holds market leading positions in the wholesale and hospital supply markets in Ireland.
Performance
Each of the three business units, Pre-wholesale, Wholesale and Retail contributed to organic gross profit growth of 3.0% in the period and continue to deliver on their strategic objectives. EBITDA fell by 9.0% in the period owing to investment in strengthening management teams ahead of the move to the new distribution facility in 2026 in addition to increased cybersecurity and IT costs and statutory wage increases as anticipated.
Key highlights from the period include:
· 3.0% growth in gross profit of which all is organic growth.
· Gross margin remains strong at 9.8% (June 2024: 10.7%) being lower than in the prior year owing to faster growth in the Supply Chain business.
· Retail pharmacy network increased by 10 stores to 455 stores.
· Strategic investment in the new Irish distribution facility is progressing well with the focus now on technology integration, testing and deployment.
Supply Chain
The Supply Chain business continues to play a pivotal role in supporting patient health across Ireland by efficiently, reliably, and securely delivering critical medicines to pharmacies and hospitals. During the period, the business delivered a strong performance, achieving organic growth and increasing volumes in the growing Wholesale market. Pre-wholesale performed well in the period advancing new business opportunities with key client partners. The build and fitout of our new distribution facility is now complete, with current efforts focused on performance testing and IT integration ahead of a phased go-live in 2026. Once fully operational, the facility will mark a step-change for the Group, providing best-in-class capabilities and the capacity to more than double existing volumes within a highly efficient operating environment.
Retail
Our Retail pharmacy business comprises 455 pharmacies that are owned, franchised or supported by the Group. The business operates across four brands - Hickey's, McCauley, Allcare and Life Pharmacy - and together form the largest pharmacy group in Ireland. The Retail business continued to grow in the period notwithstanding some softness in demand for discretionary front-of-shop products reflecting broader consumer sentiment.
Outlook
Supply Chain & Retail continues to deliver sustained gross profit growth and the new distribution facility will further support that growth once it is operational. The division is in a strong position to deliver on its medium-term objective of low single-digit organic gross profit growth.
Financial Review
Summary financial performance
| |
|
|
Growth |
|
| Six months ended 30 June |
2025 €'000 |
2024 €'000 |
Reported
|
Constant currency
|
| |
|
|
|
|
| IFRS measures |
|
|
|
|
| Revenue |
1,485,492 |
1,367,578 |
8.6% |
8.6% |
| Gross profit |
219,651 |
206,697 |
6.3% |
6.2% |
| Operating profit, excluding exceptional items |
38,472 |
36,447 |
5.6% |
5.4% |
| Basic EPS (cent) |
6.6 |
5.6 |
|
|
| |
|
|
|
|
| Alternative performance measures |
|
|
|
|
| Gross profit margin |
14.8% |
15.1% |
|
|
| EBITDA |
57,495 |
55,901 |
2.9% |
2.8% |
| Adjusted EPS (cent) |
9.8 |
8.1 |
21.0% |
|
| Net bank debt |
(197,535) |
(143,609) |
|
|
| Return on capital employed |
15.5% |
14.7% |
|
|
| |
|
|
|
|
Revenue and Gross Profit
Revenue for the period increased by 8.6% with growth delivered across all three divisions with the most significant increase being in the Supply Chain & Retail division reflective of continued organic growth. Gross profit increased by 6.3% which amounts to organic gross profit growth of 8.1% when the impact of prior year disposals is reflected. Each division contributed to the growth in gross profit delivering against their strategic objectives in the period. Gross profit margin remained broadly consistent at 14.8%.
Divisional gross profit
|
|
|
|
Growth |
|
| Six months ended 30 June |
2025 €'000 |
2024 €'000 |
Reported |
Constant Currency
|
| |
|
|
|
|
| Uniphar Pharma |
64,042 |
57,891 |
10.6% |
10.7% |
| Uniphar Medtech |
57,505 |
53,515 |
7.5% |
7.0% |
| Uniphar Supply Chain & Retail |
98,104 |
95,291 |
3.0% |
3.0% |
| |
219,651 |
206,697 |
6.3% |
6.2% |
| |
|
|
|
|
EBITDA
EBITDA has increased by €1.6m (2.9%) to €57.5m which is driven by organic growth in revenue and gross profit. Adjusting for the impact of the Inspired Health disposal in 2024, organic EBITDA growth of 4.9% was achieved. The growth in EBITDA incorporates targeted investments to drive future growth opportunities. Some of these investments are expected to start delivering in the second half of 2025.
Exceptional items
Exceptional costs net of tax in the period were €5.1m and primarily relate to redundancy and restructuring costs (€3.4m), strategic business transformation costs (€1.4m) and acquisition integration costs (€0.7m). Further details are provided in note 3.
Earnings per share
Basic earnings per share increased from 5.6 cent to 6.6 cent reflecting an increase in the profit attributable to owners of €2.1m in the period. The weighted average number of shares in the period is 264,105,298 (June 2024: 273,015,000), the decrease being due to the share buyback programme.
Adjusted earnings per share has increased by 21% from 8.1 cent to 9.8 cent, reflecting the increased operating profits arising from organic growth and lower finance costs due to the lower interest rate environment.
On a like for like basis, adjusted earnings per share increased from 8.4 cent to 9.8 cent by applying the weighted average number of shares as at June 2025 to both periods. The weighted average number of shares has decreased by 3.3% reflecting the impact of the completed share buyback programme in March 2025.
Cash flow and net bank debt
Reported free cash flow conversion in the six months to 30 June 2025 was 35.3% (June 2024: 121.5%) reflective of the partial unwind of prior year working capital timing benefits in the Pharma Services business. The Group's net bank debt at €197.5m in June 2025 has increased by €49.8m from December 2024 of €147.7m. The increase is mainly driven by the €35m share buyback programme together with the strategic capital investment programme and investment in working capital.
| Six months ended 30 June |
2025 €'000 |
2024 €'000 |
| |
|
|
| Net cash inflow from operating activities |
17,283 |
64,527 |
| Net cash outflow from investing activities |
(21,632) |
(44,053) |
| Net cash inflow/(outflow) from financing activities |
23,106 |
(10,818) |
| Foreign currency translation movement |
(673) |
696 |
| Increase in cash and cash equivalents in the period |
18,084 |
10,352 |
| |
|
|
| Movement in restricted cash |
(59) |
6 |
| Non-cash movement in borrowings |
1,793 |
(1,530) |
| Cash flow from movement in borrowings |
(69,677) |
(2,490) |
| Movement in net bank debt |
(49,859) |
6,338 |
| |
|
|
The cash inflow from operating activities of €17.3m in 2025 has dropped by €47.2m since June 2024 reflecting both increased investment in working capital and timing differences relating to EAP programme prepayments.
The net cash outflow from investing activities of €21.6m primarily consists of capital investments (€21.8m) of which €13.3m is strategic in nature primarily relating to the strategic investment in a new distribution facility and ERP system.
The net cash inflow from financing activities of €23.1m is primarily attributable to net inflows from borrowings of €71.8m partly offset by the share buyback of €35.1m in addition to lease payments of €8.3m and dividends of €3.2m.
Taxation
The tax expense excluding exceptional items in the period is €6.1m resulting in an effective tax rate of 21.3%. This compares to an expense of €4.2m in the same period last year with an effective tax rate of 17.8%. The increase in the effective tax rate of 3.5% is reflective of the mix of financial performance in different tax jurisdictions. The effective tax rate is calculated as the pre-exceptional income tax expense for the period as a percentage of the profit before tax and exceptional items.
Currency Exposure
The Group's expansion into new geographies, and the continued growth in existing geographies operating outside of the Eurozone, results in the primary foreign exchange exposure for the Group being the translation of local Income Statements and Balance Sheets into Euro for consolidation purposes.
On a constant currency basis, revenue increased by 8.6% (same as 8.6% reported growth), gross profit increased 6.2% vs. 6.3% reported growth and operating profit increased by 5.4% vs. 5.6% reported growth.
|
|
H1 2025 |
H1 2024 |
|
|
Average |
Average |
|
|
|
|
| GBP |
0.8420 |
0.8546 |
| US Dollar |
1.0898 |
1.0812 |
| Australian Dollar |
1.7204 |
1.6420 |
| Swedish Krona |
11.094 |
11.389 |
Return on capital employed
Return on capital employed (ROCE) for the rolling 12-month period is 15.5% which is ahead of the Group's target range of 12% - 15% representing an increase of 0.8% since June 2024 (14.7%) reflective of strong profitability in the period combined with disciplined capital management.
Dividends
A final dividend of €3.2m relating to 2024 was paid in May 2025. The Board has committed to a progressive dividend policy and, reflective of this, a 2025 interim dividend of €0.0071 per ordinary share has been declared. It is proposed to pay the dividend on 3 October 2025 to ordinary shareholders on the Company's register on 12 September 2025.
In accordance with company law and IFRS, these dividends have not been provided for in the Balance Sheet at 30 June 2025.
Statement of Directors' responsibilities
The Directors confirm to the best of their knowledge that the condensed consolidated interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting, as adopted by the EU, and to the best of their knowledge and belief:
a) the condensed consolidated interim financial statements comprising the Condensed Consolidated Group Income Statement, the Condensed Consolidated Group Statement of Comprehensive Income, the Condensed Consolidated Group Balance Sheet, the Condensed Consolidated Group Statement of Changes in Equity and the Condensed Consolidated Group Cash Flow Statement and related notes have been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU, and are prepared in order to comply with the Euronext Growth Market Rule Book and AIM Rules for Companies;
b) the interim results include a fair review of the important events that have occurred during the first six months of the financial year and their impact on the condensed consolidated interim financial statements for the half year ended 30 June 2025.
On behalf of the Board
M. Pratt G. Rabbette
1 September 2025
Independent review report to Uniphar plc
Report on the condensed consolidated interim financial statements
Our conclusion
We have reviewed Uniphar plc's condensed consolidated interim financial statements (the "interim financial statements") in the 2025 Interim results of Uniphar plc for the six-month period ended 30 June 2025 (the "period"). Based on our review, nothing has come to our attention that causes us to believe that the interim financial statements are not prepared, in all material respects, in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union.
The interim financial statements, comprise:
· the Condensed Consolidated Group Balance Sheet at 30 June 2025;
· the Condensed Consolidated Group Income Statement for the period then ended;
· the Condensed Consolidated Group Statement of Comprehensive Income for the period then ended;
· the Condensed Consolidated Group Statement of Changes in Equity for the period then ended;
· the Condensed Consolidated Group Cash Flow Statement for the period then ended; and
· the explanatory notes to the interim financial statements.
The interim financial statements included in the 2025 Interim results have been prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union.
As disclosed in note 1 to the interim financial statements, the financial reporting framework that has been applied in the preparation of the full annual financial statements of the group is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.
Basis for conclusion
We conducted our review in accordance with International Standard on Review Engagements (Ireland) 2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' ("ISRE (Ireland) 2410") issued for use in Ireland. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures.
A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (Ireland) and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
We have read the other information contained in the 2025 Interim results and considered whether it contains any apparent misstatements or material inconsistencies with the information in the interim financial statements.
Conclusions relating to going concern
Based on our review procedures, which are less extensive than those performed in an audit as described in the Basis for conclusion section of this report, nothing has come to our attention to suggest that the directors have inappropriately adopted the going concern basis of accounting or that the directors have identified material uncertainties relating to going concern that are not appropriately disclosed.
This conclusion is based on the review procedures performed in accordance with ISRE (Ireland) 2410. However future events or conditions may cause the group to cease to continue as a going concern.
Responsibilities for the interim financial statements and the review
Our responsibilities and those of the directors
The 2025 Interim results, including the interim financial statements, is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the 2025 Interim results in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union. In preparing the 2025 Interim results including the interim financial statements, the directors are responsible for assessing the group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or to cease operations, or have no realistic alternative but to do so.
Our responsibility is to express a conclusion on the interim financial statements in the 2025 Interim results based on our review. Our conclusion, including our Conclusions relating to going concern, is based on procedures that are less extensive than audit procedures, as described in the Basis for conclusion paragraph of this report. This report, including the conclusion, has been prepared for and only for the company for management purposes and for no other purpose. We do not, in giving this conclusion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
PricewaterhouseCoopers
Chartered Accountants
1 September 2025
Dublin
Notes
(a) The maintenance and integrity of the Uniphar plc's website is the responsibility of the directors; the work carried out by the auditors does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred to the financial statements since they were initially presented on the website.
(b) Legislation in the Republic of Ireland governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Condensed Consolidated Group Income Statement
for the six months ended 30 June 2025
| |
|
Six months ended 30 June 2025 |
Six months ended 30 June 2024 |
||||||||
| |
Notes |
Pre- exceptional Unaudited €'000 |
Exceptional (Note 3) Unaudited €'000 |
Total
Unaudited €'000 |
Pre- exceptional Unaudited €'000 |
Exceptional (Note 3) Unaudited €'000 |
Total
Unaudited €'000 |
|
|||
| |
|
|
|
|
|
|
|
|
|||
| Revenue |
2 |
1,485,492 |
- |
1,485,492 |
1,367,578 |
- |
1,367,578 |
|
|||
| Cost of sales |
|
(1,265,841) |
- |
(1,265,841) |
(1,160,881) |
- |
(1,160,881) |
|
|||
| Gross profit |
|
219,651 |
- |
219,651 |
206,697 |
- |
206,697 |
|
|||
| Selling and distribution costs |
|
(44,412) |
- |
(44,412) |
(40,369) |
- |
(40,369) |
|
|||
| Administrative expenses |
|
(136,932) |
(5,866) |
(142,798) |
(130,153) |
(3,842) |
(133,995) |
|
|||
| Other operating income / (expense) |
|
165 |
- |
165 |
272 |
(379) |
(107) |
|
|||
| Operating profit |
|
38,472 |
(5,866) |
32,606 |
36,447 |
(4,221) |
32,226 |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
| Finance cost |
4 |
(10,365) |
- |
(10,365) |
(13,870) |
- |
(13,870) |
|
|||
| Finance income |
4 |
597 |
- |
597 |
853 |
- |
853 |
|
|||
| Profit before tax |
|
28,704 |
(5,866) |
22,838 |
23,430 |
(4,221) |
19,209 |
|
|||
| Income tax expense |
5 |
(6,101) |
756 |
(5,345) |
(4,180) |
357 |
(3,823) |
|
|||
| Profit for the financial period |
|
22,603 |
(5,110) |
17,493 |
19,250 |
(3,864) |
15,386 |
|
|||
| |
|
|
|
|
|
|
|
|
|||
| Attributable to: |
|
|
|
|
|
|
|
|
|||
| Owners of the parent |
|
|
|
17,473 |
|
|
15,371 |
|
|||
| Non-controlling interests |
|
|
|
20 |
|
|
15 |
|
|||
| Profit for the financial period |
|
|
|
17,493 |
|
|
15,386 |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
| Basic and diluted earnings per share (in cent) |
6 |
|
|
6.6 |
|
|
5.6 |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|||||||
Condensed Consolidated Group Statement of Comprehensive Income
for the six months ended 30 June 2025
| |
|
Six months ended 30 June 2025 Unaudited €'000 |
Six months ended 30 June 2024 Unaudited €'000 |
| |
|
|
|
| Profit for the financial period |
|
17,493 |
15,386 |
| |
|
|
|
| Other comprehensive (expense)/ income: |
|
|
|
| Items that may be reclassified to the Income Statement: |
|
|
|
| Unrealised foreign currency translation adjustments
|
|
(9,931) |
2,957 |
| Total comprehensive income for the financial period |
|
7,562 |
18,343 |
|
|
|
|
|
| Attributable to: |
|
|
|
| Owners of the parent |
|
7,542 |
18,328 |
| Non-controlling interests |
|
20 |
15 |
| Total comprehensive income for the financial period |
|
7,562 |
18,343 |
|
|
|
|
|
Condensed Consolidated Group Balance Sheet
as at 30 June 2025
|
ASSETS |
Notes |
30 June 2025 Unaudited €'000 |
31 December 2024 Audited €'000 |
| Non-current assets |
|
|
|
| Intangible assets - goodwill |
8 |
497,305 |
507,607 |
| Intangible assets - other assets |
8 |
70,587 |
59,696 |
| Property, plant and equipment, and right-of-use assets |
9 |
289,839 |
284,796 |
| Financial assets - investments in equity instruments |
|
25 |
25 |
| Deferred tax asset |
5 |
11,318 |
8,718 |
| Other receivables |
|
1,376 |
1,244 |
| Total non-current assets |
|
870,450 |
862,086 |
| |
|
|
|
| Current assets |
|
|
|
| Inventories |
|
218,384 |
201,582 |
| Trade and other receivables |
|
348,165 |
248,882 |
| Cash and cash equivalents |
|
121,076 |
102,992 |
| Restricted cash |
|
235 |
294 |
| Total current assets |
|
687,860 |
553,750 |
| Total assets |
|
1,558,310 |
1,415,836 |
|
|
|
|
|
| EQUITY |
|
|
|
| Capital and reserves |
|
|
|
| Called up share capital presented as equity |
10 |
20,766 |
21,841 |
| Share premium |
|
176,501 |
176,501 |
| Share-based payment reserve |
|
7,450 |
5,936 |
| Other reserves |
|
6 |
8,862 |
| Retained earnings |
|
168,112 |
188,615 |
| Attributable to owners |
|
372,835 |
401,755 |
| Attributable to non-controlling interests |
11 |
146 |
126 |
| Total equity |
|
372,981 |
401,881 |
|
|
|
|
|
| LIABILITIES |
|
|
|
| Non-current liabilities |
|
|
|
| Borrowings |
12 |
311,603 |
241,646 |
| Deferred contingent consideration |
13 |
6,811 |
7,157 |
| Provisions |
|
979 |
1,827 |
| Lease obligations |
14 |
138,988 |
132,612 |
| Total non-current liabilities |
|
458,381 |
383,242 |
| |
|
|
|
| Current liabilities |
|
|
|
| Borrowings |
12 |
7,243 |
9,316 |
| Deferred contingent consideration |
13 |
32,296 |
32,025 |
| Lease obligations |
14 |
18,937 |
22,580 |
| Trade and other payables |
|
662,302 |
562,969 |
| Corporation tax |
|
6,170 |
3,823 |
| Total current liabilities |
|
726,948 |
630,713 |
| Total liabilities |
|
1,185,329 |
1,013,955 |
| Total equity and liabilities |
|
1,558,310 |
1,415,836 |
|
|
|
|
|
Condensed Consolidated Group Statement of Changes in Equity
for the six months ended 30 June 2025
| |
|
|
|
|
Other Reserves |
|
|
|
||
| |
Share capital |
Share premium |
Share based payment reserve |
Treasury Shares |
Foreign currency translation reserve |
Revaluation reserve |
Capital redemption reserve |
Retained earnings |
Attributable to non- controlling interests |
Total Equity |
| |
€'000 |
€'000 |
€'000 |
€'000 |
€'000 |
€'000 |
€'000 |
€'000 |
€'000 |
€'000 |
| |
|
|
|
|
|
|
|
|
|
|
| At 1 January 2024 |
21,841 |
176,501 |
3,542 |
- |
1,945 |
700 |
60 |
128,213 |
818 |
333,620 |
| Profit for the financial period |
- |
- |
- |
- |
- |
- |
- |
15,371 |
15 |
15,386 |
| Other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
| Movement in foreign currency translation reserve |
- |
- |
- |
- |
2,957 |
- |
- |
- |
- |
2,957 |
| Transactions recognised directly in equity: |
|
|
|
|
|
|
|
|
|
|
| Movements in share-based payment reserve |
- |
- |
1,472 |
- |
- |
- |
- |
- |
- |
1,472 |
| Purchase of non-controlling interest |
- |
- |
- |
- |
- |
- |
- |
705 |
(705) |
- |
| Dividends paid (Note 7) |
- |
- |
- |
- |
- |
- |
- |
(3,248) |
- |
(3,248) |
| At 30 June 2024 Unaudited |
21,841 |
176,501 |
5,014 |
- |
4,902 |
700 |
60 |
141,041 |
128 |
350,187 |
| |
|
|
|
|
|
|
|
|
|
|
| At 1 January 2025 |
21,841 |
176,501 |
5,936 |
- |
8,102 |
700 |
60 |
188,615 |
126 |
401,881 |
| Profit for the financial period |
- |
- |
- |
- |
- |
- |
- |
17,473 |
20 |
17,493 |
| Other comprehensive expense: |
|
|
|
|
|
|
|
|
|
|
| Movement in foreign currency translation reserve |
- |
- |
- |
- |
(9,931) |
- |
- |
- |
- |
(9,931) |
| Transactions recognised directly in equity: |
|
|
|
|
|
|
|
|
|
|
| Movements in share-based payment reserve |
- |
- |
1,883 |
- |
- |
- |
- |
- |
- |
1,883 |
| Transfer on exercise, vesting or lapse of share-based payments |
- |
- |
(369) |
- |
- |
- |
- |
369 |
- |
- |
| Dividends paid (Note 7) |
- |
- |
- |
- |
- |
- |
- |
(3,245) |
- |
(3,245) |
| Share buyback - repurchase of shares * |
- |
- |
- |
(35,100) |
- |
- |
- |
- |
- |
(35,100) |
| Share buyback - cancellation of shares * |
(1,075) |
- |
- |
35,100 |
- |
- |
1,075 |
(35,100) |
- |
- |
| At 30 June 2025 Unaudited |
20,766 |
176,501 |
7,450 |
- |
(1,829) |
700 |
1,135 |
168,112 |
146 |
372,981 |
| |
|
|
|
|
|
|
|
|
|
|
| * In March 2025, the Group completed the purchase of a €35m share buyback programme whereby the Group repurchased 13.44 million shares for cancellation, c.4.9% of the count outstanding at 1 January 2025, at a weighted average price of €2.604 per share. |
||||||||||
Condensed Consolidated Group Cash Flow Statement
for the six months ended 30 June 2025
| |
Notes |
Six months ended 30 June 2025 Unaudited €'000 |
Six months ended 30 June 2024 Unaudited €'000 |
| Operating activities |
|
|
|
| Cash inflow from operating activities |
15 |
35,214 |
84,262 |
| Interest paid |
|
(8,994) |
(9,763) |
| Interest received |
|
597 |
853 |
| Interest paid on lease liabilities |
14 |
(3,405) |
(2,903) |
| Corporation tax payments |
|
(6,129) |
(7,922) |
| Net cash inflow from operating activities |
|
17,283 |
64,527 |
|
|
|
|
|
| Investing activities |
|
|
|
| Payments to acquire property, plant and equipment - Maintenance |
|
(5,408) |
(4,320) |
| Payments to acquire property, plant and equipment - Strategic projects |
|
(2,797) |
(19,073) |
| Receipts from disposal of property, plant and equipment |
|
130 |
44 |
| Receipts from disposal of businesses (net of cash disposed and disposal expenses) |
|
- |
75 |
| Payments to acquire intangible assets - Maintenance |
|
(3,056) |
(2,368) |
| Payments to acquire intangible assets - Strategic projects |
|
(10,529) |
(9,630) |
| Payments on prior year acquisitions |
|
(15) |
(157) |
| Receipts on prior year disposals |
|
43 |
- |
| Payment of deferred and deferred contingent consideration |
|
- |
(8,624) |
| Net cash outflow from investing activities |
|
(21,632) |
(44,053) |
| |
|
|
|
| Financing activities |
|
|
|
| Proceeds from borrowings |
|
71,750 |
15,050 |
| Share buyback - Repurchase of shares |
|
(35,100) |
- |
| Decrease in invoice discounting facilities |
|
(2,073) |
(12,560) |
| Movement in restricted cash |
|
59 |
(6) |
| Payment of dividends |
7 |
(3,245) |
(3,248) |
| Acquisition of further equity in subsidiaries |
|
- |
(470) |
| Principal element of lease payments |
14 |
(8,285) |
(9,584) |
| Net cash inflow/(outflow) from financing activities |
|
23,106 |
(10,818) |
| |
|
|
|
| Increase in cash and cash equivalents in the period |
|
18,757 |
9,656 |
| Foreign currency translation of cash and cash equivalents |
|
(673) |
696 |
| Opening balance cash and cash equivalents |
|
102,992 |
85,652 |
| Closing balance cash and cash equivalents |
16 |
121,076 |
96,004 |
| |
|
|
|
Notes to the Consolidated Financial Statements
1. General information
Basis of preparation
The condensed consolidated interim financial statements of Uniphar plc and its subsidiaries (the 'Group') have been prepared in accordance with IAS 34, Interim Financial Reporting, as endorsed by the European Union.
The financial information in the condensed interim consolidated financial statements has been prepared on a basis consistent with that adopted for the year ended 31 December 2024. The accounting policies applied in the interim financial statements are the same as those applied in the 2024 Annual Report.
The Group's auditors have reviewed, not audited, the condensed consolidated interim financial statements contained in this report. These interim financial statements are prepared in order to comply with the Euronext Growth Market Rule Book and AIM Rules for Companies and are not statutory financial statements as they do not include all of the information required for full annual financial statements and should be read in conjunction with the Uniphar Group Annual Report (statutory financial statements) for the year ended 31 December 2024. The audit report on those statutory financial statements was unqualified and did not contain any matters to which attention was drawn by way of emphasis.
The preparation of interim financial statements in compliance with IAS 34 requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the interim financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The areas involving a high degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in the Group's Annual Report for the year ended 31 December 2024 in note 1 on page 140 - 141.
The Group's interim financial statements are prepared for the six-month period ended 30 June 2025. The interim financial statements incorporate the Company and all of its subsidiary undertakings. A subsidiary undertaking is consolidated by reference to whether the Group has control over the subsidiary undertaking. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity.
Uniphar plc is incorporated in the Republic of Ireland under registration number 224324 with a registered office at 4045 Kingswood Road, Citywest Business Park, Co. Dublin, D24 V06K.
Going Concern
The Group Condensed Consolidated Interim Financial Statements have been prepared on the going concern basis of accounting. The Directors have made appropriate enquiries and carried out a thorough review of the Group's forecasts, projections, and available banking facilities taking account of committed outflows including deferred contingent consideration and committed capital expenditure. Consideration was also given to possible changes in trading performance and potential business risk. The forecasts indicate significant liquidity headroom will be maintained above the Group's borrowing facilities and applicable financial covenants will be met throughout the period.
The Group has a robust capital structure with strong liquidity supported into the future by the banking facility. The facility was amended in August 2025 with the RCF extension options exercised which extends the maturity to August 2029. Furthermore, a five-year term loan was placed with the existing banking syndicate with a maturity date of August 2030 in addition to two options to extend by a further one year each.
Having regard to the factors outlined above, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future, being a period of 12 months from the date of approval of these interim financial statements. As a result, the Directors consider that it is appropriate to continue to adopt the going concern basis in preparing the interim financial statements.
Other Matters
From time to time, in the normal course of business, the Group can be subject to claims from various parties. Having considered the status of such matters as at 30 June 2025, the Directors are satisfied that there are no such matters which require either a provision or contingent liability disclosure in the financial statements.
New Standards, Amendments, and Interpretations
The following standards and interpretations are effective for the Group from 1 January 2025 but do not have a material effect on the results or financial position of the Group:
- Lack of Exchangeability - Amendments to IAS 21
New Standards and Interpretations not yet adopted
Certain new accounting standards and interpretations have been published that are not mandatory for 30 June 2025 reporting periods and have not been adopted by the Group. These standards are not expected to have a material effect on the results or financial position of the Group. The Group is currently performing an assessment of the impact of IFRS18 - Presentation and Disclosure in Financial Statements, which is effective for annual reporting periods beginning on or after 1 January 2027.
2. Revenue
|
|
H1 2025 €'000 |
H1 2024 €'000 |
| |
|
|
| Revenue |
1,485,492 |
1,367,578 |
| |
|
|
|
|
H1 2025 |
H1 2024 |
| |
€'000 |
€'000 |
| |
|
|
| Uniphar Pharma |
344,881 |
344,174 |
| Uniphar Medtech |
140,368 |
132,545 |
| Uniphar Supply Chain & Retail |
1,000,243 |
890,859 |
| Total Revenue |
1,485,492 |
1,367,578 |
| |
|
|
Segmental information
Segmental information is presented in respect of the Group's geographical regions and operating segments. The operating segments are based on the Group's management and internal reporting structures.
Geographical analysis
The Group operates in three principal geographical regions being Ireland, the Netherlands and the UK. The Group also operates in several other European countries, the US and Asia Pacific region which are not material for separate identification.
The following is a geographical analysis presented in accordance with IFRS 8 "Operating Segments" which requires disclosure of information about the country of domicile (Ireland) and countries with material revenue.
|
|
|
H1 2025 |
H1 2024 |
|
|
|
€'000 |
€'000 |
|
|
|
|
|
|
|
Ireland |
1,133,543 |
1,018,715 |
| The Netherlands |
106,423 |
112,373 |
|
|
|
UK |
104,497 |
133,326 |
|
|
Rest of the World (ROW) |
141,029 |
103,164 |
|
|
|
1,485,492 |
1,367,578 |
|
|
|
|
|
Operating segments
IFRS 8 "Operating Segments" requires the reporting information for operating segments to reflect the Group's management structure and the way the financial information is regularly reviewed by the Group's Chief Operating Decision Maker (CODM), which the Group has defined as the Board of Directors.
The Group operates with three divisions: Uniphar Pharma, Uniphar Medtech and Uniphar Supply Chain & Retail. These divisions align to the Group's operational and financial management structures:
· Uniphar Pharma operates a global business with high-value services across the lifecycle of a pharmaceutical product. The business enables pharma and biotech companies to bring innovative medicines to global markets and provide healthcare professionals with access to medicines they cannot source through traditional channels. Our strategy is to build a leading platform to provide the specialist support and expertise needed to improve access to these medicines. The division operates through its Global Sourcing (formerly On Demand) and Pharma Services business units;
· Uniphar Medtech provides outsourced services, specifically sales, distribution and support services to medical device manufacturers. The business is headquartered in Ireland with a presence in 16 markets primarily across Europe in addition to a facility in the US to support clients seeking to access the North American market; and
· Uniphar Supply Chain & Retail provides both pre-wholesale and wholesale distribution of pharmaceutical, healthcare and animal health products to pharmacies, hospitals and veterinary clinics in Ireland. Uniphar operates a network of pharmacies under the Life, Allcare, Hickey's and McCauley brands. Additionally, through the extended Uniphar symbol group, the business provides services and supports that help independent community pharmacies to compete more effectively.
Operating segments results
The Group evaluates performance of the operational segments on the basis of gross profit and EBITDA from operations.
|
|
Uniphar Pharma |
Uniphar Medtech |
Uniphar Supply Chain & Retail |
Total |
|
|
|
|
||||
|
|
Six months ended 30 June 2025 |
||||
|
|
€'000 |
€'000 |
€'000 |
€'000 |
|
|
|
|
|
|
|
|
| Revenue |
344,881 |
140,368 |
1,000,243 |
1,485,492 |
|
| Gross profit |
64,042 |
57,505 |
98,104 |
219,651 |
|
| EBITDA |
13,456 |
21,657 |
22,382 |
57,495 |
|
| |
|
|
|
|
|
| |
Six months ended 30 June 2024 |
||||
| |
€'000 |
€'000 |
€'000 |
€'000 |
|
| |
|
|
|
|
|
| Revenue |
344,174 |
132,545 |
890,859 |
1,367,578 |
|
| Gross profit |
57,891 |
53,515 |
95,291 |
206,697 |
|
| EBITDA |
10,153 |
21,151 |
24,597 |
55,901 |
|
| |
|
|
|
|
|
Assets and liabilities are reported to the Board at a Group level and are not reported on a segmental basis.
3. Exceptional charge
|
|
H1 2025 |
H1 2024 |
| |
€'000 |
€'000 |
| |
|
|
| Professional fees including acquisition costs |
148 |
1,167 |
| Acquisition integration costs |
738 |
248 |
| Redundancy and restructuring costs |
3,372 |
2,026 |
| Strategic business transformation |
1,349 |
295 |
| Loss on disposal of businesses and assets |
- |
379 |
| Other exceptional costs |
259 |
106 |
| Exceptional charge recognised in operating profit |
5,866 |
4,221 |
| |
|
|
| |
|
|
| Exceptional credit recognised in income tax expense |
(756) |
(357) |
| Total exceptional charge |
5,110 |
3,864 |
| |
|
|
Professional fees including acquisition costs
Professional fees including acquisition costs are primarily costs relating to recent acquisitions together with costs incurred on transactions under consideration in the period.
Acquisition integration costs
Acquisition integration costs primarily relate to costs incurred on the integration of acquisitions into the expanded Group. Such costs include those associated with winding-down and exiting facilities acquired through acquisitions in addition to restructuring costs incurred to facilitate the integration of those businesses.
Redundancy and restructuring costs
Redundancy and restructuring costs include redundancy, ex-gratia and termination costs and other costs arising on reorganisations in the Group.
Strategic business transformation
Strategic business transformation are costs associated with establishing the strategic platform that will enable the next phase of growth. They include costs associated with the Group's strategic capital expenditure programmes whilst in the initiation phase together with the costs of establishing a strategic presence in new markets. The costs include setup costs, initiation costs and relocation costs in addition to the costs of a long-term incentive plan associated with building a strategically significant business in the US market.
Loss on disposal of businesses and assets
In March 2024 the Group disposed of 100% of the share capital of Duffy's Medical Hall Limited resulting in a loss on disposal of €379,000.
Exceptional credit recognised in income tax
The tax credit recognised in the tax expense is the tax impact of the components of the exceptional charge listed above.
4. Finance cost and Finance income
|
|
H1 2025 |
H1 2024 |
| |
€'000 |
€'000 |
| Finance income |
|
|
| Interest income |
(597) |
(853) |
| Total finance income |
(597) |
(853) |
|
|
|
|
| Finance cost |
|
|
| Interest on lease obligations (Note 14) |
2,239 |
2,903 |
| Interest payable on borrowings and invoice discounting facilities |
7,391 |
9,791 |
| Unwinding of discount applicable to deferred and deferred contingent consideration |
499 |
961 |
| Unwinding of discount applicable to long term incentive programme |
21 |
- |
| Amortisation of refinancing transaction fees |
215 |
215 |
| Total finance cost |
10,365 |
13,870 |
| |
|
|
| Net finance income and cost |
9,768 |
13,017 |
| |
|
|
Finance costs do not include capitalised borrowing costs of €1,738,000 (H1 2024: €1,096,000) on qualifying assets included within Intangible assets (note 8) and Property, plant and equipment (note 9). Interest is capitalised at the Group's weighted average interest rate for the period.
5. Taxation
Income tax expense
Income tax expense is recognised based on management's estimate of the weighted average effective income tax rate expected for the full financial year taking into account financial performance in the various tax jurisdictions that the Group operates in. In addition to the Republic of Ireland, the Group has operations in the overseas tax jurisdictions of the UK, Germany, the Netherlands, the Nordics, Switzerland, USA and the Asia Pacific region. The effective income tax rate before exceptional items for the period ended 30 June 2025 was 21.3% (2024:17.8%). The full year effective income tax rate for 2024 was 18.4%.
Effective 1 January 2024, Ireland adopted the OECD International Base Erosion and Profit Shifting (BEPS) Pillar Two Agreement whereby in scope multinational groups with revenues in excess of €750m pay a minimum rate of 15% corporation tax in every jurisdiction in which they operate.
The Uniphar Group is in scope for Pillar Two tax obligations. The Pillar Two legislation sets out a detailed and highly complex set of rules on how to calculate the 15% effective tax rate. As a result of these complexities, the accounting effective tax rate is not always indicative of the effective tax rate as calculated under Pillar Two. The Group continues to monitor changes in tax law and it is expected that Pillar Two will not have a material impact on the Group's tax expense. The Group expects that top up taxes will not be required either because temporary safe harbour provisions can continue to be relied upon or because the jurisdictional effective tax rate under GloBE (Global Anti Base Erosion) rules will exceed 15%.
Deferred Tax Asset
The movement in the deferred tax asset primarily reflects the Group's expected utilisation of tax relief associated with interest payments at the parent company and tax losses associated with Retail pharmacy and Pharma division businesses in Ireland and overseas.
Trading tax losses can be carried forward to shelter future taxable profits in the same trading business. In certain tax jurisdictions, current year tax losses can be surrendered to other tax profitable group companies in the same tax jurisdiction at the time of corporate tax return filing. The Directors expect that the Group's net deferred tax asset will be recoverable against future taxable income over the medium term.
6. Earnings per share
Basic and diluted earnings per share for the six months ended 30 June have been calculated by reference to the following:
| |
H1 2025 |
H1 2024 |
| |
|
|
| Profit for the financial period attributable to owners (€'000) |
17,473 |
15,371 |
| |
|
|
| Weighted average number of shares ('000) |
264,105 |
273,015 |
| |
|
|
| Earnings per ordinary share (in cent): |
|
|
| - Basic |
6.6 |
5.6 |
| - Diluted |
6.6 |
5.6 |
| |
|
|
Adjusted earnings per share has been calculated by reference to the following:
|
|
H1 2025 |
H1 2024 |
| |
€'000 |
€'000 |
| |
|
|
| Profit for the financial period attributable to owners |
17,473 |
15,371 |
| |
|
|
| Exceptional charge recognised in operating profit (note 3) |
5,866 |
4,221 |
| Exceptional credit recognised in income tax (note 3) |
(756) |
(357) |
| Tax credit on acquisition related intangibles |
(189) |
(190) |
| Share-based payments |
1,883 |
1,472 |
| Amortisation of acquisition related intangibles (note 8) |
1,710 |
1,706 |
| Profit after tax excluding exceptional items |
25,987 |
22,223 |
| |
|
|
| Weighted average number of shares in issue in the period (000's) |
264,105 |
273,015 |
| Adjusted basic and diluted earnings per ordinary share (in cent) |
9.8 |
8.1 |
| |
|
|
7. Dividends
A final dividend of €3.2m (€0.0125 per ordinary share) relating to 2024 was declared and paid in May 2025 (May 2024: €3.2m). Continuing with the Board's commitment to a progressive dividend policy, the Board declared a 2025 interim dividend of €0.0071 per ordinary share. It is proposed to pay the dividend on 3 October 2025 to ordinary shareholders on the Company's register on 12 September 2025.
In accordance with company law and IFRS, these dividends have not been provided for in the Balance Sheet at 30 June 2025.
8. Intangible assets
|
|
Goodwill
€'000 |
Computer software €'000 |
Trademark & licences €'000 |
Technology assets €'000 |
Brand Names €'000 |
Customer Relationships €'000 |
Total
€'000 |
|
|
|
|
|
|
|
|
|
| Cost |
|
|
|
|
|
|
|
| At 1 January 2025 |
526,316 |
73,465 |
202 |
3,585 |
22,185 |
3,393 |
629,146 |
| FX movement |
(10,302) |
(105) |
(1) |
(269) |
- |
(365) |
(11,042) |
| Additions |
- |
15,241 |
- |
- |
- |
- |
15,241 |
| Disposals/retirements |
- |
(824) |
- |
- |
- |
- |
(824) |
| At 30 June 2025 |
516,014 |
87,777 |
201 |
3,316 |
22,185 |
3,028 |
632,521 |
| |
|
|
|
|
|
|
|
| Accumulated Amortisation |
|
|
|
|
|
|
|
| At 1 January 2025 |
18,709 |
30,967 |
173 |
2,481 |
6,685 |
2,828 |
61,843 |
| FX movement |
- |
(36) |
1 |
(195) |
- |
(327) |
(557) |
| Amortisation |
- |
1,647 |
6 |
276 |
1,109 |
325 |
3,363 |
| Disposals/retirements |
- |
(20) |
- |
- |
- |
- |
(20) |
| At 30 June 2025 |
18,709 |
32,558 |
180 |
2,562 |
7,794 |
2,826 |
64,629 |
| |
|
|
|
|
|
|
|
| Net book amounts |
|
|
|
|
|
|
|
| At 31 December 2024 |
507,607 |
42,498 |
29 |
1,104 |
15,500 |
565 |
567,303 |
| At 30 June 2025 |
497,305 |
55,219 |
21 |
754 |
14,391 |
202 |
567,892 |
| |
|
|
|
|
|
|
|
Included in computer software are assets under construction with a net book value of € 45,429,504 (31 December 2024: €34,338,000). Amortisation has not commenced on these assets
| Reconciliation to Balance Sheet |
30 June |
31 December |
| |
2025 |
2024 |
| |
€'000 |
€'000 |
| |
|
|
| Intangible assets- goodwill |
497,305 |
507,607 |
| Intangible assets- other assets |
70,587 |
59,696 |
| Intangible assets total |
567,892 |
567,303 |
| |
|
|
Impairment testing of goodwill
Goodwill is not amortised but it is tested for impairment annually, or more frequently if events or changes in circumstances indicate that it might be impaired and is carried at cost less accumulated impairment losses. An impairment loss is recognised for the amount by which the carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (CGUs).
There is no material change to the circumstances that existed at 31 December 2024 and consequently no impairment indicators were identified. The Group's annual impairment assessment will be performed at 31 December 2025.
9. Property, plant and equipment, and right-of-use assets
|
|
Land and buildings |
Leasehold improvements |
Plant and equipment |
Fixtures and fittings |
Computer equipment |
Motor vehicles |
Instruments |
Total
|
|
|
€'000 |
€'000 |
€'000 |
€'000 |
€'000 |
€'000 |
€'000 |
€'000 |
| Cost |
|
|
|
|
|
|
|
|
| At 1 January 2025 |
225,516 |
32,725 |
88,013 |
15,401 |
8,336 |
7,686 |
9,355 |
387,032 |
| Foreign exchange movement |
(1,112) |
(532) |
(244) |
(103) |
(42) |
(47) |
- |
(2,080) |
| Additions |
10,209 |
1,203 |
2,654 |
3,366 |
808 |
1,444 |
1,074 |
20,758 |
| Disposals/retirements |
(1,095) |
(20) |
(554) |
(94) |
(591) |
(1,533) |
(178) |
(4,065) |
| Reclassification |
- |
2,950 |
(2,955) |
5 |
- |
- |
- |
- |
| At 30 June 2025 |
233,518 |
36,326 |
86,914 |
18,575 |
8,511 |
7,550 |
10,251 |
401,645 |
| |
|
|
|
|
|
|
|
|
| Accumulated depreciation |
|
|
|
|
|
|
|
|
| At 1 January 2025 |
50,743 |
8,953 |
21,076 |
7,777 |
4,172 |
3,551 |
5,964 |
102,236 |
| Foreign exchange movement |
(355) |
(65) |
(71) |
(80) |
- |
(22) |
- |
(593) |
| Charge for the period |
7,135 |
990 |
2,165 |
1,096 |
676 |
1,233 |
482 |
13,777 |
| Disposals/retirements |
(947) |
(1) |
(552) |
(87) |
(506) |
(1,345) |
(176) |
(3,614) |
| At 30 June 2025 |
56,576 |
9,877 |
22,618 |
8,706 |
4,342 |
3,417 |
6,270 |
111,806 |
| |
|
|
|
|
|
|
|
|
| Net book value |
|
|
|
|
|
|
|
|
| At 31 December 2024 |
174,773 |
23,772 |
66,937 |
7,624 |
4,164 |
4,135 |
3,391 |
284,796 |
| At 30 June 2025 |
176,942 |
26,449 |
64,296 |
9,869 |
4,169 |
4,133 |
3,981 |
289,839 |
| |
|
|
|
|
|
|
|
|
| Reconciliation to Balance Sheet |
|
|
|
|
|
|
|
|
| Property, plant and equipment |
35,887 |
26,449 |
63,222 |
9,869 |
4,169 |
281 |
3,981 |
143,858 |
| Right-of-use assets |
141,055 |
- |
1,074 |
- |
- |
3,852 |
- |
145,981 |
| Net book value at 30 June 2025 |
176,942 |
26,449 |
64,296 |
9,869 |
4,169 |
4,133 |
3,981 |
289,839 |
| |
|
|
|
|
|
|
|
|
Included in property, plant and equipment are assets under construction to the net book value of €57,838,000 (31 December 2024: €58,517 ,000). Depreciation has not commenced on these assets.
10. Called up share capital
| |
30 June 2025 |
|
|
| |
€'000 |
|
|
| Authorised: |
|
|
|
| 453.2 million (31 December 2024: 453.2 million) ordinary shares of 8c each |
36,256 |
|
|
| 16.0 million (31 December 2024: 16.0 million) "A" ordinary shares of 8c each |
1,280 |
|
|
| |
37,536 |
|
|
| |
|
|
|
| Movement in the period in issued share capital presented as equity |
|
|
|
| |
2025 €'000 |
|
|
| Allotted, called up and fully paid ordinary shares |
|
|
|
| At 1 January - 273,015,254 ordinary shares of 8c each |
21,841 |
||
| Share buyback - 13,440,956 ordinary shares of 8c each |
(1,075) |
|
|
| At 30 June - 259,574,298 ordinary shares of 8c each |
20,766 |
|
|
| |
|
|
|
| Total allotted share capital: |
|
||
| At 30 June 2025 - 259,574,298 (31 December 2024: 273,015,254) ordinary shares |
20,766 |
||
11. Non-controlling interests
Non-controlling interests own the following stakes in the issued ordinary share capital of the entities set out below at 30 June 2025:
- 4.29% Macromed (UK) Limited.
12. Borrowings
Bank loans are repayable in the following periods:
|
|
30 June 2025 €'000 |
31 December 2024 €'000 |
| |
|
|
| Amounts falling due within one year |
7,243 |
9,316 |
| Amounts falling due between one and five years |
311,603 |
241,646 |
| |
318,846 |
250,962 |
|
|
|
|
The Group's total bank loans at 30 June 2025 were €318,846,000 (31 December 2024: €250,962,000). Borrowing under invoice discounting (recourse) as at the balance sheet date was €7,243,000 (31 December 2024: €9,316,000).
The Group's bank debt facility comprises a revolving credit facility ('RCF') of up to €400m with an additional uncommitted accordion facility of €150m. In August 2025, the Group placed a five-year amortising term loan (with two one-year extension options) of €150m with its banking syndicate and exercised an option to extend the current RCF by two years to August 2029.
At 30 June 2025, the Group's revolving credit facility loans in use were subject to an interest margin of +1.69% (December 2024: +1.69%) on inter-bank interest rates (EURIBOR, GBP SONIA and USD SOFR).
Bank security
Bank overdrafts (including invoice discounting) and bank loans of €318,846,000 (31 December 2024: €250,962,000) are secured by cross guarantees and fixed and floating charges from the Company and certain subsidiary undertakings.
13. Deferred contingent consideration
|
|
2025 |
| |
€'000 |
| |
|
| At 1 January 2025 |
39,182 |
| Unwinding of discount |
499 |
| Foreign currency movement |
(574) |
| At 30 June 2025 |
39,107 |
| |
|
| Current |
32,296 |
| Non-current |
6,811 |
| Total deferred contingent consideration |
39,107 |
| |
|
Deferred contingent consideration represents the present value of deferred contingent acquisition consideration which will become payable based on pre-defined performance thresholds being met. The deferred contingent consideration liability at 30 June 2025 is €39,107,000 (31 December 2024: €39,182,000). Significant estimation and judgement is exercised in determining the liability indicating that the final liability may be different to the amount provided.
14. Leases
(i) Amounts recognised in the Balance Sheet
The Balance Sheet shows the following amounts relating to leases:
| |
30 June 2025 |
31 December 2024 |
| |
€'000 |
€'000 |
| Right-of-use assets: |
|
|
| Buildings |
141,055 |
138,317 |
| Plant and equipment |
1,074 |
967 |
| Motor vehicles |
3,852 |
3,754 |
| Net book value of right-of-use assets |
145,981 |
143,038 |
| |
|
|
|
Lease liabilities: |
|
|
| Current |
18,937 |
22,580 |
| Non-current |
138,988 |
132,612 |
| Total lease liabilities |
157,925 |
155,192 |
| |
|
|
Right-of-use assets are included in the line 'Property, plant and equipment' on the Balance Sheet and are presented in note 9.
Additions to the right-of-use assets during the period ended 30 June 2025 were €12,339,000 (30 June 2024: €41,994,000).
Lease liabilities are presented separately on the face of the Balance Sheet.
(ii) Amounts recognised in the Income Statement:
The Income Statement shows the following amounts relating to leases:
| |
H1 2025 |
H1 2024 |
| |
€'000 |
€'000 |
|
|
|
|
| Buildings |
6,668 |
8,292 |
| Plant and equipment |
213 |
88 |
| Motor vehicles |
1,163 |
1,285 |
| Right-of-use assets depreciation charge |
8,044 |
9,665 |
| |
|
|
| Interest expense on lease liabilities (note 4) |
2,239 |
2,903 |
| Total interest expense in respect of lease liabilities |
2,239 |
2,903 |
| |
|
|
(iii) Amounts recognised in the Cash Flow Statement:
The Cash Flow Statement shows the following amounts relating to leases:
| |
H1 2025 |
H1 2024 |
| |
€'000 |
€'000 |
|
|
|
|
| Interest on lease obligations |
3,405 |
2,903 |
| Principal repayments |
8,285 |
9,584 |
| Total cash outflow in respect of leases |
11,690 |
12,487 |
| |
|
|
15. Reconciliation of operating profit to cash flow from operating activities
|
|
H1 2025 |
H1 2024 |
| |
€'000 |
€'000 |
| |
|
|
| Operating profit before exceptional items |
38,472 |
36,447 |
| Cash related exceptional items |
(4,320) |
(2,361) |
| |
34,152 |
34,086 |
| Add back non-cash and/or non-operating expenses: |
|
|
| Depreciation |
13,777 |
15,078 |
| Amortisation |
3,363 |
2,904 |
| Changes in working capital: |
|
|
| Increase in inventories |
(16,802) |
(13,415) |
| Increase in receivables |
(99,446) |
(49,456) |
| Increase in payables |
98,314 |
93,951 |
| Other: |
|
|
| Share-based payment expense |
1,883 |
1,472 |
| Foreign currency translation adjustments |
(27) |
(358) |
| Cash inflow from operating activities |
35,214 |
84,262 |
| |
|
|
16. Analysis of net debt
|
|
30 June 2025 |
31 December 2024 |
30 June 2024 |
| |
€'000 |
€'000 |
€'000 |
| |
|
|
|
| Cash and cash equivalents |
121,076 |
102,992 |
96,004 |
| Restricted cash |
235 |
294 |
179 |
| Total cash |
121,311 |
103,286 |
96,183 |
| |
|
|
|
| Bank loans repayable within one year |
(7,243) |
(9,316) |
(608) |
| Bank loans payable after one year |
(311,603) |
(241,646) |
(239,184) |
| Bank loans |
(318,846) |
(250,962) |
(239,792) |
| Net bank debt |
(197,535) |
(147,676) |
(143,609) |
| |
|
|
|
| Current lease obligations (note 14) |
(18,937) |
(22,580) |
(20,051) |
| Non-current lease obligations (note 14) |
(138,988) |
(132,612) |
(158,394) |
| Lease obligations |
(157,925) |
(155,192) |
(178,445) |
| Net debt |
(355,460) |
(302,868) |
(322,054) |
| |
|
|
|
17. Financial instruments
Financial instruments by category
The accounting policies for financial instruments have been applied to the line items below:
|
|
Financial assets at FVOCI* |
Financial assets at amortised cost |
Total |
Fair value |
| |
€'000 |
€'000 |
€'000 |
€'000 |
| Financial assets |
|
|
|
|
| |
|
|
|
|
| 30 June 2025: |
|
|
|
|
| Investments in equity instruments |
25 |
- |
25 |
25 |
| Trade and other receivables ** |
- |
325,823 |
325,823 |
325,836 |
| Cash and cash equivalents |
- |
121,076 |
121,076 |
121,076 |
| Restricted cash |
- |
235 |
235 |
235 |
| |
25 |
447,134 |
447,159 |
447,172 |
| |
|
|
|
|
* Fair value through other comprehensive income.
** Excluding non-financial assets.
|
|
Financial liabilities at FVTPL*** |
Financial liabilities at amortised cost |
Total |
Fair value |
| |
€'000 |
€'000 |
€'000 |
€'000 |
| Financial liabilities |
|
|
|
|
| |
|
|
|
|
| 30 June 2025: |
|
|
|
|
| Borrowings |
- |
318,846 |
318,846 |
318,846 |
| Trade and other payables **** |
- |
650,769 |
650,769 |
650,769 |
| Deferred contingent consideration |
39,107 |
- |
39,107 |
39,107 |
| Lease liabilities |
- |
157,925 |
157,925 |
157,925 |
| |
39,107 |
1,127,540 |
1,166,647 |
1,166,647 |
| |
|
|
|
|
*** Fair value through profit and loss.
**** Excluding non-financial liabilities.
Measurement of fair values
In the preparation of the financial statements, the Group finance department, which reports directly to the Chief Financial Officer (CFO), reviews and determines the major methods and assumptions used in estimating the fair values of the financial assets and liabilities which are set out below:
Investments in equity instruments
Investments in equity instruments are measured at fair value through other comprehensive income (FVOCI).
Trade and other receivables/trade and other payables
For receivables and payables with a remaining life of less than 12 months or demand balances, the carrying value less impairment provision where appropriate, is deemed to reflect fair value. The fair value of long-term receivables is determined by discounting future cash flows at market rates of interest at the period end.
Cash and cash equivalents, including short-term bank deposits
For short-term bank deposits and cash and cash equivalents, all of which have a maturity of less than three months, the carrying amount is deemed to reflect fair value.
Interest-bearing loans and borrowings
For floating rate interest-bearing loans and borrowings with a contractual repricing date of less than six months, the nominal amount is deemed to reflect fair value. For loans with repricing dates of greater than six months, the fair value is calculated based on the present value of the expected future principal and interest cash flows discounted at appropriate market interest rates (level 2) effective at the Balance Sheet date and adjusted for movements in credit spreads.
Deferred contingent consideration
The fair value of the deferred contingent consideration is calculated by discounting the expected future payment to the present value. The expected future payment represents the deferred contingent consideration which would become payable based on pre-defined performance thresholds being met and is calculated based on management's best estimates of the expected future cash outflows using current budget forecasts. The provision for deferred contingent consideration is principally in respect of acquisitions completed from 2018 to 2022.
The significant unobservable inputs are:
· Expected future profit forecasts which have not been disclosed due to their commercial sensitivities; and
· Risk adjusted discount rate of between 2.5% and 4% (2024: between 2.5% and 4%).
For the fair value of deferred contingent consideration, a 1% increase in the risk adjusted discount rate at 30 June 2025, holding the other inputs constant would reduce the fair value of the deferred contingent consideration by €0.1m. A 1% decrease in the risk adjusted discount rate would result in an increase of €0.1m in the fair value of the deferred contingent consideration.
Fair value hierarchy
The following table sets out the fair value hierarchy for financial instruments which are measured at fair value.
|
|
Level 1 |
Level 2 |
Level 3 |
Total |
|
|
€'000 |
€'000 |
€'000 |
€'000 |
| Recurring fair value measurements |
|
|
|
|
| At 30 June 2025 |
|
|
|
|
| Investments in equity instruments |
- |
- |
25 |
25 |
| Deferred contingent consideration |
- |
- |
(39,107) |
(39,107) |
| |
- |
- |
(39,082) |
(39,082) |
| |
|
|
|
|
There were no transfers between the fair value levels for recurring fair value measurements during the period. The Group's policy is to recognise transfers into and transfers out of fair value hierarchy levels as at the end of the reporting period.
Level 1: The fair value of financial instruments traded in active markets is based on quoted market prices at the end of the reporting period. The quoted market price used for financial assets held by the Group is the current bid price. These instruments are included in level 1.
Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.
Fair value measurements using significant unobservable inputs (level 3)
The following table presents the changes in level 3 items for the period ended 30 June 2025:
|
|
Shares in unlisted companies |
Deferred contingent consideration |
Total |
|
|
€'000 |
€'000 |
€'000 |
| |
|
|
|
| At 1 January 2025 |
25 |
(39,182) |
(39,157) |
| Unwinding of discount* |
- |
(499) |
(499) |
| Foreign currency movement |
- |
574 |
574 |
| At 30 June 2025 |
25 |
(39,107) |
(39,082) |
| |
|
|
|
* These amounts have been charged to the Income Statement in finance costs.
Financial risk management
The Group's operations expose it to various financial risks. The Group has a risk management programme in place which seeks to limit the impact of these risks on the financial performance of the Group and it is the Group's policy to manage these risks in a non-speculative manner.
The Group has exposure to the following risks from its use of financial instruments: credit risk, liquidity risk, currency risk, interest risk and price risk. The condensed consolidated financial statements do not include all financial risk management information and disclosures required in the annual financial statements; they should be read in conjunction with the Group's 2024 Annual Report.
18. Events after the reporting period
The Group completed an amendment to its debt facility on 8 August 2025 that placed a five-year term loan of €150m with two one-year extension options with its banking syndicate and exercised an option to extend the current revolving credit facility ('RCF') by two years to August 2029.
There were no other material events subsequent to 30 June 2025 that would require adjustment to or disclosure in this report.
19. Approval by the Board of Directors
The Directors approved the interim financial statements on 1 September 2025.
Additional Information
ALTERNATIVE PERFORMANCE MEASURES
The Group reports certain financial measurements that are not required under IFRS. These key alternative performance measures (APMs) represent additional measures in assessing performance and for reporting both internally, and to shareholders and other external users. The Group believes that the presentation of these APMs provides useful supplemental information which, when viewed in conjunction with IFRS financial information, provides stakeholders with a more meaningful understanding of the underlying financial and operating performance of the Group and its divisions. These measurements are also used internally to evaluate the historical and planned future performance of the Group's operations.
None of these APMs should be considered as an alternative to financial measurements derived in accordance with IFRS. The APMs can have limitations as analytical tools and should not be considered in isolation or as a substitute for an analysis of results as reported under IFRS.
The principal APMs used by the Group, together with reconciliations where the APMs are not readily identifiable from the financial statements, are as follows:
|
|
Definition |
Why we measure it |
| EBITDA
&
Adjusted EBITDA |
Earnings before exceptional items, net finance expense, income tax expense, depreciation, intangible assets amortisation and share-based payment expense.
Earnings before exceptional items, net finance expense, income tax expense, depreciation, intangible assets amortisation and share-based payment expense, adjusted for the impact of IFRS 16 and the pro-forma EBITDA of acquisitions. |
EBITDA provides management with an assessment of the underlying trading performance of the Group and excludes transactions that are not reflective of the ongoing operations of the business, allowing comparison of the trading performance of the business across periods and/or with other businesses.
Adjusted EBITDA is used for leverage calculations. |
| Net bank debt |
Net bank 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. |
Net bank debt is used by management as an input into the Group's current leverage which management will consider when evaluating investment opportunities, potential acquisitions, and internal resource allocation. |
| 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. |
Net debt is used by management as it gives a complete picture of the Group's debt including the impact of lease liabilities recognised under IFRS 16. |
| Leverage |
Net bank debt divided by adjusted EBITDA for the period. |
Leverage is used by management to evaluate the Group's ability to cover its debts. This allows management to assess the ability of the company to use debt as a mechanism to facilitate growth. |
| Adjusted Operating Profit
|
This comprises of operating profit as reported in the Group Income Statement before amortisation of acquired intangible assets and exceptional items (if any). |
Adjusted operating profit is used to assess the underlying operating performance excluding the impact of non-operational items. This is a key measure used by management to evaluate the businesses operating performance. |
| Adjusted earnings per share
&
Like for Like adjusted earnings per share |
This comprises of profit for the financial period attributable to owners of the parent as reported in the Group Income Statement before exceptional items (if any), amortisation of acquisition related intangibles (and tax thereon) and share-based payment expense, divided by the weighted average number of shares in issue in the period.
Like for like adjusted earnings per share is calculated for both the current and prior period by dividing the profit of the relevant period attributable to owners of the parent as reported in the Group Income Statement before exceptional items (if any) and amortisation of acquisition related intangibles (and tax thereon) and share-based payment expense, by the weighted average number of shares in issue in the current period. |
Adjusted EPS is used to assess the after-tax underlying performance of the business in combination with the impact of capital structure actions on the share base. This is a key measure used by management to evaluate the businesses operating performance, generate future operating plans, and make strategic decisions.
Like for like adjusted EPS is used to assess the after-tax underlying performance of the business assuming a constant share base. |
| Free cash flow conversion |
Free cash flow conversion calculated as EBITDA, less investment in working capital, less maintenance capital expenditure, less principal and interest payments on leases, and foreign exchange translation adjustment, divided by EBITDA. |
Free cash flow represents the funds generated from the Group's ongoing operations. These funds are available for reinvestment, and for future acquisitions as part of the Group's growth strategy. A high level of free cash flow conversion is key to maintaining a strong, liquid Balance Sheet. |
| Return on capital employed (ROCE) |
ROCE is calculated as the 12 months rolling operating profit before the impact of exceptional costs and amortisation of acquisition related intangibles, expressed as a percentage of the adjusted average capital employed for the same period. The average capital employed is adjusted to ensure the capital employed of acquisitions and disposals completed during the period are appropriately time apportioned. |
This measure allows management to monitor business performance, review potential investment opportunities and the allocation of internal resources. |
EBITDA
|
|
|
H1 2025 |
H1 2024 |
| |
|
€'000 |
€'000 |
| |
|
|
|
| Operating profit |
Income Statement |
32,606 |
32,226 |
| Exceptional charge recognised in operating profit |
Note 3 |
5,866 |
4,221 |
| Amortisation |
Note 8 |
3,363 |
2,904 |
| Depreciation |
Note 9 |
13,777 |
15,078 |
| Share-based payment expense |
|
1,883 |
1,472 |
| EBITDA |
|
57,495 |
55,901 |
| |
|
|
|
| Adjust for the impact of IFRS 16 |
|
(10,286) |
(12,127) |
| Pro-forma EBITDA of acquisitions |
|
- |
- |
| Adjusted EBITDA |
|
47,209 |
43,774 |
| |
|
|
|
Net bank debt
|
|
|
30 June 2025 |
31 December 2024 |
30 June 2024 |
| |
|
€'000 |
€'000 |
€'000 |
| |
|
|
|
|
| Cash and cash equivalents |
Balance Sheet |
121,076 |
102,992 |
96,004 |
| Restricted cash |
Balance Sheet |
235 |
294 |
179 |
| Bank loans repayable within one year |
Balance Sheet |
(7,243) |
(9,316) |
(608) |
| Bank loans payable after one year |
Balance Sheet |
(311,603) |
(241,646) |
(239,184) |
| Net bank debt |
|
(197,535) |
(147,676) |
(143,609) |
| |
|
|
|
|
Net debt
|
|
|
30 June 2025 |
31 December 2024 |
30 June 2024 |
| |
|
€'000 |
€'000 |
€'000 |
| |
|
|
|
|
| Net bank debt |
APMs |
(197,535) |
(147,676) |
(143,609) |
| Current lease obligations |
Balance Sheet |
(18,937) |
(22,580) |
(20,051) |
| Non-current lease obligations |
Balance Sheet |
(138,988) |
(132,612) |
(158,394) |
| Net debt |
|
(355,460) |
(302,868) |
(322,054) |
| |
|
|
|
|
Leverage
|
|
|
30 June 2025 |
31 December 2024 |
30 June 2024 |
| |
|
€'000 |
€'000 |
€'000 |
| |
|
|
|
|
| Net bank debt |
APMs |
(197,535) |
(147,676) |
(143,609) |
| Rolling 12 months adjusted EBITDA |
|
103,916 |
100,481 |
96,171 |
| Leverage (times) |
|
1.90 |
1.47 |
1.49 |
| |
|
|
|
|
Adjusted operating profit
|
|
|
H1 2025 |
H1 2024 |
| |
|
€'000 |
€'000 |
| |
|
|
|
| Operating profit |
Income Statement |
32,606 |
32,226 |
| Amortisation of acquisition related intangibles |
Note 8 |
1,710 |
1,706 |
| Exceptional charge recognised in operating profit |
Note 3 |
5,866 |
4,221 |
| Adjusted operating profit |
|
40,182 |
38,153 |
| |
|
|
|
Adjusted earnings per share
|
|
H1 2025 |
H1 2024 |
| |
€'000 |
€'000 |
| Adjusted earnings per share has been calculated by reference to the following: |
|
|
| |
|
|
| Profit for the financial period attributable to owners |
17,473 |
15,371 |
| |
|
|
| Exceptional charge recognised in operating profit (note 3) |
5,866 |
4,221 |
| Exceptional credit recognised in income tax (note 3) |
(756) |
(357) |
| Tax credit on acquisition related intangibles |
(189) |
(190) |
| Amortisation of acquisition related intangibles (note 8) |
1,710 |
1,706 |
| Share-based payments expense |
1,883 |
1,472 |
| Profit after tax excluding exceptional items |
25,987 |
22,223 |
| |
|
|
| Weighted average number of shares in issue in the period (000's) |
264,105 |
273,015 |
| Adjusted basic and diluted earnings per ordinary share (in cent) |
9.8 |
8.1 |
|
|
|
|
| Like for like weighted average number of shares (000's) |
264,105 |
264,105 |
| Like for like adjusted earnings per ordinary share (in cent) |
9.8 |
8.4 |
|
|
|
|
Free cash flow conversion
|
|
|
Six months ended 30 June 2025 |
Year ended 31 December 2024 |
Six months ended 30 June 2024 |
| |
|
€'000 |
€'000 |
€'000 |
| |
|
|
|
|
| EBITDA |
APMs |
57,495 |
123,458 |
55,901 |
| Increase in inventories |
Note 15 |
(16,802) |
(17,159) |
(13,415) |
| Increase in receivables |
Note 15 |
(99,446) |
(18,378) |
(49,456) |
| Increase in payables |
Note 15 |
98,314 |
84,423 |
93,951 |
| Foreign currency translation adjustments |
Note 15 |
(27) |
(522) |
(358) |
| Payments to acquire property, plant and equipment - maintenance |
Cash Flow |
(5,408) |
(10,911) |
(4,320) |
| Payments to acquire intangible assets - maintenance |
Cash Flow |
(3,056) |
(6,172) |
(2,368) |
| Payments on leases - principal and interest |
Note 14 |
(11,690) |
(25,570) |
(12,487) |
| Settlement of acquired: |
|
|
|
|
| Settlement of acquired financial liabilities* |
|
892 |
1,120 |
450 |
| Free cash flow |
|
20,272 |
130,289 |
67,898 |
| |
|
|
|
|
| EBITDA |
|
57,495 |
123,458 |
55,901 |
| Free cash flow conversion |
|
35.3% |
105.5% |
121.5% |
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
* The adjustment to free cash flow ensures that payments made after an acquisition to settle loans with former shareholders of acquired companies, or other similar financial liabilities, are excluded from the movement in payables in the free cash flow conversion calculation.
Return on capital employed
|
|
30 June 2025 €'000 |
30 June 2024 €'000 |
30 June 2023 €'000 |
| |
|
|
|
| Rolling 12 months operating profit |
82,369 |
71,928 |
56,084 |
| Adjustment for 12 months exceptional costs |
4,806 |
8,205 |
16,694 |
| Acquisition related 12 months intangible amortisation |
3,432 |
3,411 |
2,921 |
| Adjusted 12 months rolling operating profit |
90,607 |
83,544 |
75,699 |
| |
|
|
|
| Total equity |
372,981 |
350,187 |
304,146 |
| Net bank debt |
197,535 |
143,609 |
178,045 |
| Deferred contingent consideration |
39,107 |
68,489 |
85,987 |
| Deferred consideration payable |
- |
- |
100 |
| Total capital employed |
609,623 |
562,285 |
568,278 |
| |
|
|
|
| Average capital employed |
585,954 |
565,282 |
|
| Adjustment for acquisitions/disposals (note A / B below) |
- |
1,158 |
|
| Adjusted average capital employed |
585,954 |
566,440 |
|
| Return on capital employed |
15.5% |
14.7% |
|
|
|
|
|
|
|
|
|
|
|
| Note A: Adjustment for disposal (2025)
|
Capital employed |
Completion Date |
Adjustment |
| |
€'000 |
|
€'000 |
| |
|
|
|
| Inspired Insight, LLC |
21,834 |
Dec 2024 |
- |
| Adjustment for disposal |
|
|
- |
| |
|
|
|
| |
|
|
|
| Note B: Adjustment for acquisitions (2024)
|
Capital employed |
Completion Date |
Adjustment |
| |
€'000 |
|
€'000 |
| |
|
|
|
| Acquisitions completed during 2023 |
6,375 |
Various |
1,158 |
| Adjustment for acquisitions |
|
|
1,158 |
| |
|
|
|
The adjustment ensures that the capital employed of acquisitions and disposals completed during the period are appropriately time apportioned to align with the corresponding periods for adjusted operating profit. These adjustments include cash consideration, deferred and deferred contingent consideration, debt acquired/disposed, cash acquired/disposed, and any cash impact of shareholder loans or other similar financial liabilities repaid post-acquisition.
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