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Medios AG

Quarterly Report Nov 12, 2024

282_10-q_2024-11-12_411f5371-c1f9-4704-a999-6d5fd403ebaf.pdf

Quarterly Report

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Quarterly Statement

as of September 30, 2024
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Key financials (IFRs)

9M 2024 9M 2023 $\Delta$ in \% Q3 2024 Q3 2023 $\Delta$ in \%
Revenue € thousand 1,400,505 1,343,458 4.2 493,244 489,942 0.7
Pharmaceutical Supply € thousand 1,191,224 1,168,005 2.0 403,294 433,860 $-7.1$
Patient-Specific Therapies € thousand 161,574 174,961 $-7.7$ 54,057 56,012 $-3.5$
International Business € thousand 47,257 n/a n/a 35,674 n/a n/a
Services € thousand 450 492 $-8.5$ 220 70 $>100$
EBITDA € thousand 44,067 41,486 6.2 19,505 15,578 25.2
Margin (in \% of Revenue) \% 3.1 3.1 - 4.0 3.2 25.2
EBITDA without extraordinary expenses ${ }^{1}$ € thousand 55,779 46,254 20.6 24,646 17,247 42.9
Margin (in \% of Revenue) \% 4.0 3.4 17.6 5.0 3.5 42.9
Pharmaceutical Supply € thousand 37,042 33,696 9.9 14,183 13,811 2.7
Patient-Specific Therapies € thousand 16,734 17,828 $-6.1$ 5,854 5,309 10.3
International Business € thousand 9,779 n/a n/a 7,092 n/a n/a
Services € thousand $-7,776$ $-5,271$ 47.5 $-2,483$ $-1,873$ 32.6
EBIT € thousand 22,315 25,706 $-13.2$ 9,693 10,343 $-6.3$
Margin (in \% of Revenue) \% 1.6 1.9 $-15.6$ 2.0 2.1 4.8
Comprehensive income after tax € thousand 10,434 16,369 $-36.3$ 4,027 7,103 $-43.3$
Earnings per share (in €)
Undiluted 0.43 0.69 $-37.7$ 0.16 0.30 $-46.7$
Diluted 0.43 0.69 $-37.7$ 0.16 0.30 $-46.7$
Investments (CAPEX) € thousand 3,557 861 $>100$ 1,773 314 $>100$
Cash flow from operating activities € thousand 27,577 10,806 $>100$ $-6,464$ 85,975 $<-100.0$
Free Cash flow (before M\&A) ${ }^{2}$ € thousand 24,020 9,945 $>100$ $-8,237$ 85,662 $<-100.0$
Cash flow from investment activities € thousand $-221,342$ $-16,528$ $>100$ $-1,487$ $-178$ $>100$
Employees as of September 30 Anzahl 1,000 529 89.0
Employees ${ }^{3}$ (average) Anzahl 784 510 53.7
Sept. 30, 2024 Dec. 31, 2023
Total assets € thousand 913,307 594,753 53.6
Equity € thousand 507,489 468,807 8.3
Equity ratio \% 55.6 78.8 $-29.4$
9M 2024 9M 2023 Q3 2024 Q3 2023
1 Extraordinary expenses €thousand 11,712 4,768 $>100$ 5,141 1,669 $>100$
Expenses from stock options €thousand 1,086 1,099 $-1.2$ 532 365 45.8
Other M\&A expenses €thousand 4,315 291 $>100$ 2,180 162 $>100$
Performance-related expenses for the acquisition of compounding volumes €thousand 4,763 3,378 40.7 1,418 1,141 24.3
ENF costs €thousand 1,558 0 n/a 1,010 n/a n/a

2 Calculated from cash flow from operating activities less CAPEX
3 Employees without board members, general managers, and vocational trainees

Quarterly statement as of March 31, 2024

MEDIOS AG REPORTS RECORD QUARTER Q3 2024 WITH SIGNIFICANT INCREASE IN EARNINGS AND MARGINS

  • EBITDA pre reaches $€ 24.6$ million (+42.9\%) in the third quarter of 2024, setting a new record
  • EBITDA pre margin of $5.0 \%$ in the third quarter of 2024
  • Patient-Specific Therapies segment grows by more than 10\% in EBITDA pre compared to the same quarter of the previous year
  • Revenue in the nine-month period of 2024 up 4.2\%, EBITDA pre up 20.6\%
  • Cash flow from operating activities significantly improved since the beginning of the year to $€ 27.6$ million
  • Integration of Ceban on track
  • Outlook for 2024 confirmed

Significant events IN THE FIRST NINE MONTHS OF 2024

Annual General Meeting resolves to expand the Supervisory Board to five members

At the Annual General Meeting on August 14, 2024, the shareholders of Medios approved all of the resolutions proposed by the Executive Board and Supervisory Board with two exceptions. In total, around 62\% of the share capital with voting rights was represented. The Annual General Meeting was held in virtual form this year. In his speech, the Executive Board explained, among other things, the progress and further development of the adjusted growth strategy. This included in particular the acquisition of Ceban Pharmaceuticals B.V. ("Ceban"), one of the leading service providers for pharmaceutical compounding in Europe.

Among other things, the shareholders approved an expansion of the Supervisory Board from four to five members. After Klaus J. Buß resigned from office, Mr. Florian Herger (business graduate and investment manager (principal) at Luxempart S.A.) and Mr. Jens Apermann (independent consultant and investor in the field of digital health and Executive Board member of Pleja AG) were newly elected to the Supervisory Board. Dr. Anke Nestler was re-elected.

Medios expands its Advanced Therapies division and appoints Dr. Andreas Schmiede as Vice President

Medios has strengthened its activities in the area of Advanced Therapies and appointed Dr. Andreas Schmiede as Vice President Advanced Therapies. The entry into the advanced therapies market is the next step in the implementation of the expanded growth strategy announced in November 2022 and reflects the Medios Group's ambition to make pharmaceutical innovations available to patients. In this way, Medios aims to exploit the enormous potential of state-of-the-art healthcare technologies in the field of advanced therapies and thus generate additional added value for society. At the same time, the Company is increasing the degree of diversification of its business model and consolidating its leading position in the European Specialty Pharma market.

Acquisition of the Dutch market leader for pharmaceutical compounding services Ceban Pharmaceuticals B.V.

Medios announced the acquisition of Ceban on March 18, 2024, which was successfully completed on June 6, 2024. Ceban is a fast-growing, leading pharmaceutical compounding platform with operations in the Netherlands, Belgium and Spain. In 2023, Ceban generated revenues of $€ 165$ million and an adjusted EBITDA of approx. €29 million, which corresponds to an adjusted EBITDA margin of 17.6\%. The acquisition was an important step in Medios' growth

strategy, which aims to build the leading European Specialty Pharma platform. Through the acquisition, Medios is well positioned to capitalize on the strong growth in home care, clinics and hospitals in the Netherlands and Belgium.

In the Netherlands, Ceban is the market leader in pharmaceutical compounding, in Belgium it is among the top 3 and in Spain among the top 5 market players. The Company supplies around 3,300 pharmacies and more than 200 hospitals and has its own pharmacy chain with 23 pharmacies in the Netherlands.

Ceban covers the entire value chain - from the procurement of APIs ("Active Pharmaceutical Ingredients") to the sterile and non-sterile compounding of drugs and the supply of public and hospital pharmacies through to homecare services with patient care at home. The Company has long-standing relationships with players along the entire value chain and is well positioned to benefit from the rapidly growing demand for pharmaceutical compounding by clinics, pharmacies and hospitals.

The purchase price paid for the transaction included a cash component of €235.3 million and 1.7 million new Medios shares. The newly issued shares are subject to a strict lock-up period ("hard lock-up") of 24 months.

The purchase price was financed by Medios from existing cash and a credit line. The 1.7 million new shares were issued from authorized capital in return for a non-cash contribution.

Contracts with members of the Executive Board

On February 1, 2024, the Supervisory Board of Medios AG resolved to extend the existing Executive Board contracts of Mi-Young Miehler (Chief Operating Officer / COO) and Christoph Prußeit (Chief Innovation Officer / CINO) ahead of schedule until January 31, 2026 and July 31, 2027 respectively. Mi-Young Miehler has been a member of the Executive Board since July 1, 2017 and is responsible for the Pharmaceutical Supply segment as well as for Marketing \& Corporate Communications, Human Resources and Post Merger Integration. Christoph Prußeit has been a member of the Executive Board since January 1, 2019 and is responsible for the Patient-Specific Therapies segment. He is also responsible for IT, IT Security and Project Management as well as Digital Innovation, Public Affairs and Privacy.

The Supervisory Board of Medios AG has appointed Constantijn van Rietschoten as an additional member of the company's Executive Board with effect from May 1, 2024. In his new role as Chief International Markets, van Rietschoten, who has been Head of International Business Development at Medios since April 2023, will assume responsibility for the entire international business and its further development. He has been appointed as a Member of the Executive Board until April 30, 2027.

The contract of CEO Matthias Gärtner was also extended early until January 31, 2027.

Successful reallocation of shares from company founder Manfred Schneider to Luxempart

Medios was informed on June 20, 2024 that Manfred Schneider had sold shares corresponding to a total of 14.9\% of Medios' share capital to the Luxembourg-based and listed investment company Luxempart S.A. ("Luxempart") as part of a private placement. Schneider had held some of the shares sold through his companies Tangaroa Management GmbH and Tangaroa GmbH \& Co KG. As founder and former CEO, Schneider had a strong influence on Medios.

As a new anchor shareholder, Luxempart can very well support the internationalization that has just begun and the associated next growth phase of the Medios Group.

Reinclusion in the SDAX

Medios AG was reincluded in the "Deutsche Börse" (German Stock Exchange) SDAX selection index with effect from July 15, 2024. The reinclusion was part of an unscheduled change in the indices announced by Deutsche Börse on July 10, 2024.

POSITION OF THE MEDIOS GROUP

Earnings position of the Medios Group (IFRS)

In the first nine months of the 2024 financial year, the Medios Group's revenue increased by $€ 57.0$ million or $4.2 \%$ to $€ 1,400.5$ million compared to the same period of the previous year. $€ 47.3$ million of this increase is attributable to the Ceban Group, which has been included in the consolidated financial statements of Medios AG since June 1, 2024 and forms the independent International Business segment.

In the first nine months of the 2024 financial year, the Pharmaceutical Supply segment generated external revenue of $€ 1,191.2$ million (previous year: $€ 1,168.0$ million), which corresponds to an increase of $€ 23.2$ million or $2.0 \%$ compared to the same period of the previous year. External revenue in the Patient-Specific Therapies segment decreased by $€ 13.4$ million or $7.7 \%$ year on year to $€ 161.6$ million (previous year: $€ 175.0$ million), with approx. $€ 6.0$ million of this decline attributable to the sale of Kölsche Blister GmbH in June 2023. In addition, regulatory price adjustments in the areas of gastroenterology and oncology as well as higher performance-related expenses for the acquisition of compounding volumes had a negative impact on revenue in the reporting period. External revenue of $€ 0.5$ million (previous year: $€ 0.5$ million) was generated in the Services segment.

The Group's gross profit amounted to $€ 107.3$ million in the reporting period, compared to $€ 83.6$ million in the same period of the previous year, which corresponds to an increase of $€ 23.7$ million or $28.3 \%$ and a gross profit margin of $7.7 \%$ (previous year: $6.2 \%$ ).

In the Pharmaceutical Supply segment, gross profit rose by $€ 4.1$ million to $€ 48.8$ million (previous year: $€ 44.7$ million), which corresponds to a significant increase of $9.3 \%$. At $3.8 \%$, the gross profit margin was above the previous year's level (previous year: 3.5\%). In the Patient-Specific Therapies segment, gross profit fell by $€ 4.0$ million or $10.3 \%$ to $€ 34.7$ million (previous year: $€ 38.6$ million), driven by revenue, with $€ 1.1$ million of this decline attributable to the sale and resulting deconsolidation of Kölsche Blister GmbH in the 2023 financial year. A further $€ 1.4$ million is attributable to the increase in performance-related expenses for the acquisition of compounding volumes. The gross profit margin increased by 0.9 percentage points year-on-year from $19.2 \%$ to $20.1 \%$, which is mainly due to higher other operating income ( $€+0.4$ million). Ceban, i.e. the International Business segment, achieved a gross profit margin of $€ 23.1$ million, which corresponds to a margin of $48.9 \%$.

The Group's personnel costs increased by a total of $€ 9.7$ million or $37.4 \%$ to $€ 35.8$ million (previous year: $€ 26.1$ million), of which $€ 9.0$ million is attributable to the expansion of the scope of consolidation to include the companies and employees of Ceban and to bonus provisions for the successful completion of the Ceban acquisition.

The Group's other operating expenses amounted to $€ 27.4$ million up to September 30, 2024, an increase of $€ 11.3$ million or $70.6 \%$ compared to the previous year (previous year: $€ 16.1$ million), with $€ 6.3$ million of this increase attributable to the consolidation-related inclusion of Ceban. The increase in other operating expenses is mainly due to higher legal and consulting costs of $€ 3.1$ million (previous year: $€ 1.6$ million), which were incurred primarily in connection with the Ceban acquisition ( $€+2.6$ million). IT costs also increased compared to the previous year, mainly due to the introduction of an ERP system ( $€+1.5$ million), as did marketing expenses ( $€+0.4$ million).

The Group's earnings before interest, taxes, depreciation and amortization (EBITDA) increased by $€ 2.6$ million or $6.2 \%$ compared to the previous year and are reconciled as follows to the consolidated earnings before interest, taxes, depreciation and amortization adjusted for special effects (EBITDA pre):

in € thousand 9 M 2024 9 M 2023
EBITDA 44,067 41,486
Expenses from Stock Option Programs 1,086 1,099
Other M\&A expenses 4,315 291
Performance-based payments for the transfer of compounding volumes 4,753 3,378
ERP implementation costs 1,558 0
EBITDA pre ${ }^{1}$ 55,779 46,254

The Medios Group's EBITDA pre increased by €9.5 million or 20.6\% compared to the same period of the previous year, with €9.8 million of this increase attributable to Ceban.

The Pharmaceutical Supply operating segment contributed EBITDA pre of €37.0 million to Group EBITDA pre and achieved an increase in earnings of €3.3 million or 9.9\% compared to the previous year (previous year: €33.7 million). By contrast, EBITDA pre in the Patient-Specific Therapies operating segment fell by €-1.1 million or -6.1\% year on year to €16.7 million (previous year: €17.8 million), mainly due to regulatory price adjustments. EBITDA pre in the Services segment amounted to $€-7.8$ million compared to $€-5.2$ million in the previous year due to higher personnel costs and other operating costs. This decline was caused on the one hand by increased provisions for bonuses due to the successful completion of the Ceban transaction, the expansion of the Executive Board and increased expenses in various cost areas, in particular IT, Marketing and Sales.

Depreciation and amortization in the first nine months of 2024 increased by €6.0 million to €21.8 million, €6.2 million of which is attributable to Ceban.

The Medios Group's financial result decreased by €-4.4 million to €-5.9 million compared to the same period of the previous year (previous year: €-1.6 million). The change is primarily due to accrued interest and costs for the acquisition financing utilized as part of the acquisition of Ceban.

Financial situation of the Medios Group (IFRS)

Cash and cash equivalents amounted to €67.6 million as of September 30, 2024 (December 31, 2023: €71.0 million) and mainly consisted of freely available bank balances. The slight decrease in cash and cash equivalents of €3.5 million compared to the end of 2023 is attributable to the following significant cash flows:

Cash flow from operating activities amounted to €27.6 million in the period from January to September 2024 (previous year: €10.8 million) and increased compared to the same period in 2023, mainly due to a higher operating result ( $€+2.6$ million), a reduction in net working capital ( $€-11.9$ million) and lower tax payments.

Cash flow from investing activities amounted to €-221.3 million in the nine-month period 2024 (previous year: €-16.5 million) and mainly resulted from payments made for the acquisition of the Ceban shares and the repayment of existing loan liabilities of €225.1 million less the cash and cash equivalents of €6.2 million taken over as part of this acquisition in the second quarter.

Cash flow from financing activities amounted to €190.3 million in the 2024 reporting period (previous year: $€-3.7$ million) and mainly resulted from the bridge financing of €200.0 million drawn down as part of the Ceban acquisition in the first half of 2024. This was offset in particular by interest payments made in the amount of €4.9 million, payments made as part of rental agreements in the amount of €2.9 million and the repayment of a working capital loan in the amount of $€ 1.1$ million.

ASSET SITUATION of the Medios Group (IFRS)

The Group's balance sheet total as of September 30, 2024 increased by €318.6 million compared to December 31, 2023 to €913.3 million (December 31, 2023: €594.8 million), which is primarily due to the acquisition of Ceban.

Intangible assets increased by a total of €225.9 million as of September 30, 2024 compared to December 31, 2023. The goodwill resulting from the acquisition of Ceban in the amount of €155.3 million and the acquired customer bases in the amount of €82.4 million are largely responsible for this increase. This was offset by the scheduled depreciation and amortization of customer bases and other intangible assets in the total amount of €14.9 million, of which €3.8 million is attributable to Ceban.

Property, plant and equipment and capitalized right-of-use assets from leases increased by €35.3 million compared to 31 December 2023, which is also attributable to the acquisition of Ceban in the first half of 2024.

Current assets increased by €56.5 million to €325.6 million (December 31, 2023: €269.2 million). As of the reporting date, this was mainly due to a significant increase in inventories of €17.6 million to €76.9 million (of which €18.3 million was attributable to Ceban) and an increase in trade receivables of €35.2 million to €160.0 million (of which €16.8 million was attributable to Ceban).

Equity amounted to €507.5 million as of September 30, 2024, which corresponds to an increase of €38.7 million compared to the end of 2023 (December 31, 2023: €468.8 million). This increase is due to the current result for 2024 and the non-cash capital increase for the acquisition of Ceban. As part of the non-cash capital increase, the subscribed capital was increased by €1.7 million and the recognized premium of €25.5 million was transferred to the capital reserve. The equity ratio fell to 55.6\% as of September 30, 2024 (December 31, 2023: 78.8\%). The decline is due to the sharp increase in current liabilities by €246.2 million to €329.4 million and non-current liabilities by €33.7million as of September 30, 2024.

The increase in current liabilities is due on the one hand to the raising of short-term bridge financing in the amount of €200 million to finance the purchase price of Ceban. On the other hand, trade payables increased by €25.3 million (of which €12.8 million is attributable to Ceban) and other liabilities and income tax liabilities increased by €9.8 million to €21.4 million and €9.1 million to €22.5 million, respectively, as of the reporting date.

Non-current liabilities increased in particular due to higher deferred tax liabilities of €42.4 million (December 31, 2023: €24.2 million) and financial liabilities of €29.9 million (December 31, 2023: €14.7 million).

POSITIVE OUTLOOK FOR THE 2024 FINANCIAL YEAR

The Executive Board confirms the forecast for the 2024 financial year first announced on March 18, 2024. Accordingly, the company expects revenue of between $€ 1.9$ billion and $€ 2.1$ billion and EBITDA pre in the amount of $€ 82$ million to €91 million. The EBITDA pre forecast is negatively impacted by the one month later than originally planned transfer of control of Ceban on June 1, 2024 and regulatory price adjustments in Germany. The forecast is based on a number of assumptions about the future. If key assumptions do not apply, an adjustment of the forecast cannot be ruled out. The extraordinary expenses adjusted in the EBITDA pre forecast for 2024 include expenses for share options and for M\&A, expenses for the introduction of an ERP system as well as one-off performance-related payments for the acquisition of compounding volumes in 2024 in the amount of $€ 5.7$ million.

Consolidated statement of comprehensive income

in €thousand 9M 2024 9M 2023 $\Delta$ in \%
Revenue 1,400,505 1,343,458 4.2
Change in inventories of finished goods/work in progress $-1,385$ 13 $<-100$
Other income 1,786 1,066 67.5
Cost of materials 1,293,654 1,260,936 2.6
Personnel expenses 35,793 26,054 37.4
Other expenses 27,392 16,060 70.6
Earnings before interest, tax, depreciation and amortization (EBITDA) 44,067 41,486 6.2
Depreciation and amortization 21,752 15,780 37.8
Earnings before interest and taxes (EBIT) 22,315 25,706 $-13.2$
Financial expenses 6,553 1,732 $>100$
Financial income 611 150 $>100$
Financial result $-5,942$ $-1,582$ $>100$
Consolidated earnings before tax (EBT) 16,372 24,124 $-32.1$
Income Tax 5,938 7,755 $-18.6$
Consolidated net income after income taxes 10,434 16,369 $-36.3$
Consolidated comprehensive income 10,434 16,369 $-36.3$
Undiluted earnings per share (in €) 0.43 0.69 $-37.7$
Diluted earnings per share (in €) 0.43 0.69 $-37.7$

Consolidated balance sheet

Assets

in € thousand Sept. 30, 2024 Dec. 31, 2023 $\Delta$ in \%
Non-current assets 587,658 325,560 80.5
Intangible assets 513,710 287,800 78.5
Property, plant and equipment 41,468 21,686 91.2
Right of use 30,906 15,427 $>100$
Financial assets 1,573 647 $>100$
Current assets 325,649 269,193 21.0
Inventories 76,889 59,325 29.6
Trade receivables 159,955 124,759 28.2
Current financial assets 150 0 n/a
Other assets 14,314 11,604 23.4
Income tax receivables 6,384 2,465 $>100$
Cash and cash equivalents 67,601 71,040 $-4.8$
Assets held for sale 355 0 n/a
Balance sheet total 913,307 594,753 53.6

Liabilities

Equity
Subscribed capital 25,506 23,806 7.1
Capital reserves 405,695 379,146 7.0
Accumulated net income 76,289 65,855 15.8
Attributable to shareholders in the parent 507,489 468,807 8.3
Liabilities
Non-current liabilities 76,391 42,715 78.8
Financial liabilities 29,863 14,655 $>100.0$
Other accrued liabilities 4,080 3,848 6.0
Deferred tax liabilities 42,448 24,212 75.3
Current liabilities 329,426 83,230 $>100.0$
Other provisions 1,106 965 14.6
Trade payables 78,114 52,839 47.8
Financial liabilities 206,067 2,794 $>100.0$
Income tax liabilities 22,476 13,367 68.1
Other liabilities 21,372 11,615 84.0
Payments receveid on account 292 1,649 $-82.3$
Total liabilities 405,817 125,946 $>100.0$
Balance sheet total 913,307 594,753 53.6

Consolidated Statement of cash flows

img-1.jpeg

1 Cash and cash equivalents include overdrafts that are repayable on demand and form an integral part of the company's cash management.

Consolidated statement of changes in equity

in € thousand Subscribed capital Capital reserves Accumulated total consolidated earnings Attributable to shareholders in the parent company Equity
As of 01/01/2023 23,806 377,194 47,045 448,045 448,045
Consolidated comprehensive income 2023 0 0 16,369 16,369 16,369
Share-based payments 0 1,099 0 1,099 1,099
Equity offering 0 0 0 0 0
Transaction costs from equity offerings 0 0 0 0 0
As of 09/30/2023 23,806 378,923 63,414 465,512 465,512
As of 01/01/2024 23,806 379,146 65,855 468,807 468,807
Consolidated comprehensive income 2024 0 0 10,434 10,434 10,434
Share-based payments 0 1,086 0 1,086 1,086
Equity offering 1,700 25,534 0 27,234 27,234
Transaction costs from equity offerings 0 $-72$ 0 $-72$ $-72$
As of 09/30/2024 25,506 405,695 76,289 507,489 507,489

This quarterly statement was published on November 12, 2024.

Contact

Claudia Nickolaus
Head of Investor \& Public Relations, ESG Communications

Medios AG

Heidestraße 9 | 10557 Berlin
T +49 30232566800
[email protected]
www.medios.ag

Disclaimer

This document contains forward-looking statements that are subject to certain risks and uncertainties. Future results may differ substantially from those currently expected due to a variety of risk factors and uncertainties, such as changes in the business, economic and competition situations, exchange rate fluctuations, uncertainties in respect of legal disputes or investigations and the availability of financial resources. Medios AG does not accept any responsibility for updating the forwardlooking statements contained in this document.

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