TIDMGHG

RNS Number : 9927I

Georgia Healthcare Group PLC

14 August 2019

2(nd) quarter and half-year 2019

Results

www.ghg.com.ge

Name of authorised official of issuer responsible for making notification:

Ketevan Kalandarishvili, Head of Investor Relations

An investor/analyst conference call, organised by GHG, will be held on Wednesday, 14 August 2019, at 15:00 UK / 16:00 CET / 10:00 U.S Eastern Time. The duration of the call will be 60 minutes and will consist of a 15-minute update and a 45-minute Q&A session.

 
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TABLE OF CONTENTS

2Q 2019 PERFORMANCE highlights.

CEO Statement

Discussion of Group Results

Income statement

balance sheet

Cash flow

Discussion of SeGMENT ResulTS

Discussion of Hospitals BUSINESS RESULTS

Discussion of Clinics BUSINESS RESULTS

Discussion of pharmacy and distribution bUSINESS RESULTS

Discussion of MEDICAL INSURANCE BUSINESS RESULTS

Discussion of Diagnostics BUSINESS RESULTS

selected financial information..

PRINCIPAL RISKS & UNCERTANTIES

Statement of Directors' Responsibilities

CONSOLIDATED FINANCIAL STATEMENTS

INDEPENT REVIEW REPORT ON REVIEW OF INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF GEORGIA HEALTHCARE GROUP PLC

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SELECTED EXPLANATORY NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Annex

COMPANY INFORMATION

Forward looking statements

This announcement contains forward-looking statements, including, but not limited to, statements concerning expectations, projections, objectives, targets, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, competitive strengths and weaknesses, plans or goals relating to financial position and future operations and development. Although Georgia Healthcare Group PLC believes that the expectations and opinions reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations and opinions will prove to have been correct. By their nature, these forward-looking statements are subject to a number of known and unknown risks, uncertainties and contingencies, and actual results and events could differ materially from those currently being anticipated as reflected in such statements. Important factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements, certain of which are beyond our control, include, among other things: business integration risk; compliance risk; recruitment and retention of skilled medical practitioners risk: clinical risk; concentration of revenue and the Universal Healthcare Programme; currency and macroeconomic; information technology and operational risk; regional tensions and political risk; and other key factors that we have indicated could adversely affect our business and financial performance, which are contained elsewhere in this document and in our past and future filings and reports, including the "Principal Risks and Uncertainties" included in Georgia Healthcare Group PLC's Annual Report and Accounts 2018 and in this announcement. No part of these results constitutes, or shall be taken to constitute, an invitation or inducement to invest in Georgia Healthcare Group PLC or any other entity, and must not be relied upon in any way in connection with any investment decision. Georgia Healthcare Group PLC undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required. Nothing in this document should be construed as a profit forecast.

Georgia Healthcare Group PLC ("GHG" or the "Group" - LSE: GHG LN), announces the Group's second quarter and half-year 2019 consolidated financial results. Unless otherwise mentioned, comparatives are for the second quarter of 2018. The results are based on International Financial Reporting Standards ("IFRS") as adopted in the European Union ("EU"), are unaudited and extracted from management accounts.

FINANCIAL PERFORMANCE HIGHLIGHTS

GHG announces today the Group's 2Q19 and 1H19 consolidated results, reporting 12.7% y-o-y growth in half-year revenues to GEL 472.9 million (US$164.8 million/GBP 130.0 million) and a 70 basis point improvement in adjusted ROIC(1) . The Group posted half-year profit of GEL 31.3 million (US$10.9 million/GBP 8.6 million) and earnings per share ("EPS") of GEL 0.15 (US$0.05 per share/GBP 0.04 per share), both excluding IFRS 16 lease accounting impact.

In order to permit meaningful comparisons between reporting periods, in the table below Net Profit, EBITDA, EBITDA margin and EPS data, for GHG as well as for each segment, exclude IFRS 16 financial impact. For the same reason, the discussions throughout this report of 2019 quarterly and half-year results for the Group and each business line also focus on the numbers excluding the IFRS 16 impact. Each financial table, on the other hand, shows both - the results with and without IFRS 16 impact. We are adopting this convention for 2019 only because 2018 figures have not been restated on an IFRS 16 basis.

GHG - the market leader in Georgia's healthcare ecosystem

 
 GEL million; unless otherwise                       Change,                      Change, 
  noted                             2Q19     2Q18      Y-o-Y     1H19     1H18      Y-o-Y 
 
 Revenue, gross                    237.7    211.8      12.2%    472.9    419.5      12.7% 
 EBITDA excluding IFRS 
  16                                37.4     31.2      19.6%     74.8     62.6      19.4% 
 Net Profit excluding IFRS 
  16                                13.0     12.4       5.2%     31.3     28.4      10.2% 
 EPS adjusted(1) , GEL 
  excluding IFRS 16                 0.09     0.06      51.0%     0.19     0.14      33.1% 
 ROIC adjusted(2) (%)              14.4%    13.8%   0.6 ppts    14.4%    13.7%   0.7 ppts 
 
 Hospitals business 
 Revenue, gross                     74.2     67.8       9.5%    149.0    132.1      12.8% 
 EBITDA excluding IFRS 
  16                                18.8     17.4       8.1%     38.0     34.5      10.1% 
 EBITDA margin (%) excluding                            -0.3                         -0.6 
  IFRS 16                          25.4%    25.7%       ppts    25.5%    26.1%       ppts 
 Net Profit excluding IFRS 
  16                                 4.2      4.5      -7.9%     10.1     10.5      -4.0% 
 
 Clinics business 
 Revenue, gross                     10.9     10.0       9.2%     22.0     19.4      13.3% 
 EBITDA excluding IFRS 
  16                                 1.9      1.4      38.6%      4.0      2.8      44.8% 
 EBITDA margin (%) excluding 
  IFRS 16                          17.5%    13.8%   3.7 ppts    18.1%    14.2%   3.9 ppts 
 Net Profit excluding IFRS 
  16                               (0.4)    (0.9)     -54.4%    (0.6)    (1.5)     -62.1% 
 
 Pharmacy and distribution 
  business 
 Revenue                           149.4    127.3      17.4%    295.2    254.2      16.1% 
 Gross profit margin (%)           24.1%    24.7%      -0.6%    25.2%    24.7%       0.5% 
 EBITDA excluding IFRS 
  16                                15.3     11.9      28.8%     30.9     24.6      25.8% 
 EBITDA margin (%) excluding 
  IFRS 16                          10.3%     9.4%   0.9 ppts    10.5%     9.7%   0.8 ppts 
 Net Profit excluding IFRS 
  16                                 8.2      8.5      -2.6%     20.4     19.3       5.7% 
 
 Medical insurance business 
 Net insurance premiums 
  earned                            18.9     13.7      37.7%     36.4     27.0      34.7% 
 Loss ratio (%)                    82.6%    82.4%   0.2 ppts    83.9%    83.4%   0.5 ppts 
 Combined ratio (%) excluding                           -3.1                         -2.7 
  IFRS 16                          94.5%    97.6%       ppts    96.1%    98.8%       ppts 
 EBITDA excluding IFRS 
  16                                 1.2      0.5     138.9%      1.8      0.7     149.3% 
 Net Profit/ (Loss) excluding 
  IFRS 16                            1.0      0.3     218.7%      1.5      0.2     512.7% 
 Diagnostic 
 Revenue                             1.1      0.7      65.8%      2.3      1.4      65.8% 
                                                        14.2 
 Gross profit margin (%)           31.6%    17.4%       ppts    29.8%    21.8%   8.0 ppts 
 EBITDA excluding IFRS 
  16                                 0.0    (0.0)        NMF      0.1      0.1      29.3% 
 EBITDA margin (%) excluding 
  IFRS 16                           4.3%      NMF        NMF     4.2%     5.4%        NMF 
 Net Profit/ (Loss) excluding 
  IFRS 16                          (0.0)    (0.1)        NMF    (0.0)    (0.0)        NMF 
 

1 Adjusted for non-recurring items and foreign currency losses

2 Return on invested capital ("ROIC") adjusted to exclude newly launched hospitals and polyclinics that are in roll-out phase

CHIEF EXECUTIVE OFFICER'S STATEMENT

During the first half of 2019, the Group continued to deliver strong core earnings momentum, improved cash generation and a significant improvement in the Group's return on capital invested. Each of its businesses made important progress on their strategic goals. Our first half performance demonstrates the value we have begun to capture from our investment in the business over the last few years, with double-digit revenue growth in each business. Going forward, we expect to continue this double-digit growth throughout the business by leveraging the strength of our existing franchises without having to make significant further investment capital expenditure. We are actively building out a number of growth opportunities, such as in medical tourism, retail laboratory diagnostic services, outpatient clinics and dental service expansion, new pharmacies and new products such as private label personal care products. As a result, we are well positioned to grow the business over the medium-term, improve our operating cash flows, reduce debt and balance sheet leverage and continue to improve returns on invested capital.

With effect from 1 January 2019, the Group adopted IFRS 16 "Leases". For comparison purposes, the commentaries in this report and statement exclude the impact of IFRS 16, however the financial statements (pages 32-63) show the full statutory reporting position.

The Group. In the first half of 2019, Group revenue increased by double digits (13%) to GEL 473 million on the back of strong organic growth. EBITDA grew 19% to GEL 75 million reflecting both the revenue growth and effective cost management, which led to positive operating leverage despite the impact of new pension system (that became mandatory in Georgia from January 2019, explained in detail below on page 8), which increased our salary expense in 1H19 by more than GEL 2 million.

The Group incurred a significant foreign currency exchange loss in the second quarter, mainly due to the revaluation of foreign currency denominated payable balances of pharmacy and distribution business, after more than 6% devaluation of the Georgian Lari against both the US dollar and the Euro, driven by spillovers from regional tensions including the Russian government decision to cancel all air connections with Georgia which had a negative effect on tourism and fed depreciation expectations.

The Group delivered a profit of GEL 31 million in the first half of 2019, an increase of 10% compared to the first half of last year. We made strong progress in both revenues and bed utilisation in our two flagship hospitals, as they execute their utilisation programmes. The roll-out and patient number growth in our polyclinic network also continues to deliver a strong revenue uplift. Further sales growth in pharmacy business drove continued EBITDA margin expansion and earnings growth. The medical insurance business continues to improve profitability.

The Group's robust balance sheet strengthened further during the half year, with borrowings declining by GEL 21 million from their December 2018 level. Earnings per share, excluding the FX loss and non-recurring expenses increased by more than 33%. The Group improved its adjusted return on invested capital, from 13.7% to 14.4%, and posted improved operating cash in 1H19, translating into a 74% EBITDA to cash conversion ratio. On top of improved operating cash, being up 25% in 1H19 y-o-y, the cash used in investing activities more than halved during the same period, another significant achievement for the year. Operating cash net of outflows from investing activities swung from negative GEL 11.2 million in 1H18 to positive GEL 32.0 million in 1H19.

Hospitals business. Our hospitals business delivered GEL 149 million revenue in 1H19, an increase of 13% y-o-y. This growth was driven by both the continuing ramp-up of our newly launched hospitals, and good momentum in our existing facilities where occupancy rates increased by 250 basis points from 63.1% in 1H18 to 65.6% in 1H19. At Regional Hospital, our early recruitment of a number of specialist elective care medical teams has ensured that initial utilisation rates have been very strong, and the occupancy rate was nearly 40% in the quarter. The bed occupancy rate of Tbilisi Referral Hospital stood at 47% in the same period. Both Regional Hospital and Tbilisi Referral Hospital are now delivering EBITDA margins in excess of 17%, and we expect these to continuing increasing as we work over the rest of the year to build both hospitals towards maturity. EBITDA margin of the overall hospitals business remained strong and stood at 25.5% in 1H19 (27.7% excluding the roll-out impact).

Clinics business. Our polyclinic network continues to grow. These polyclinics clearly stand out from their competition as new, modern facilities that provide a diverse range of high-quality services in one location. We continue to improve the overall patient experience, and the number of registered patients in Tbilisi has grown to c.172,000, up c.55,000 patients since June 2018. In December last year, we entered the Georgian dental market and we now have dental clinics in eight polyclinics in Tbilisi and other large cities in the regions. In 1H19 clinics overall (which also includes community clinics) posted a 13% growth in revenues (with the polyclinics part growing by 20%), EBITDA grew by 45% and EBITDA margin increased by 390 basis points y-o-y, up to 18.1%.

Pharmacy and Distribution business. Our pharmacy chain and distribution business posted record half-yearly revenues of GEL 295 million, with 16% year-on-year growth supported by strong organic growth, the transfer of our hospitals' centralised medicine procurement entity to the distribution part of the business and the further expansion in the number of pharmacies - which now total 279 in major cities. Excluding newly transferred entity, the business y-o-y revenue growth was at 10%. The first private label para-pharmacy products were introduced in our pharmacies in March, under the brand name "Attirance", to supplement the 37 private label medicines already sold through our pharmacies. The growth in the business's EBITDA reached 26% driven by the revenue growth and cost discipline maintained, notwithstanding the increased costs following the Georgian pension system reforms, and this supported positive operating leverage of 490 basis points. The business EBITDA margin continues to exceed our expectations, increasing by 80 basis points year-on-year to 10.5%. This is an extremely strong performance and 150 bps in excess of our targeted "more than 9%" margin.

Medical insurance business. Our medical insurance business has made substantial progress over the last 12 months and continues to increase its client base and is now contributing to the profitability of the Group. Net insurance premiums earned increased by 35% in 1H19, supported by the acquisition of a single large client in the first quarter, and the combined ratio improved by 270 basis points to 96.1%. More importantly, we continue to improve the level of medical insurance claims retained within the Group and, in the first half of 2019, 41% of medical expense claims were retained within the Group. We expect this ratio to continue to increase further over the next few years.

Diagnostics business. In December 2018, we completed the construction of and opened Mega Lab, the largest diagnostics laboratory in Georgia and the Caucasus region. The diagnostics business has already delivered break-even EBITDA, with costs of our lab services at Group's healthcare facilities having been maintained at the same level. Over 350,000 tests were performed in the first half - a significant achievement.

We have already started to develop a retail network for the lab by capitalising on the scale of our pharmacy and distribution business. We launched the first blood collection point in one of GHG pharmacies in June and currently have three such points, with the plan to increase that number to around 50 in coming years. The business will also work on additional external contracts, serving healthcare facilities outside the Group.

****

I am pleased with the Group's progress made during the first half, and the Group also marked a significant milestone in July with the payment of our first shareholder dividend. Each business continues to achieve strong operational performance, and the Group overall is delivering excellent momentum in its earnings growth, internal cash generation, balance sheet deleveraging, and improving return on invested capital priorities. As our business matures, our focus is not only on growth. We are also steadily improving our management of risk.

Another key milestone for the Group is the launch of electronic medical record (EMR) in all our Tbilisi polyclinics, that will help us manage our customers more efficiently and deliver a better care to them, and electronic medical ordering system in most of our referral hospitals. GHG is the first healthcare company in the country implementing fully integrated health information system. To improve the quality management process, in 2019 we have established clinical boards which endorse standards of practice at hospitals level by measuring clinical quality with a recently implemented key performance indicator monitoring system, further contributing to quality enhancement in our healthcare facilities.

We had to absorb the impact of the weakening Lari in 1H19, and in July the national currency depreciated a further 3% against the dollar. On August 1 the National Bank of Georgia, which had accumulated record high reserves at US$3.7 billion as of June 2019, intervened in the market to curb the depreciation expectations, and since August 1 the Lari has gained around 2%. The Georgian macro outlook remains strong with real GDP growth of 4.9% in 1H19, backed by improved net export and fiscal stimulus. Strong external demand and declining pressure on imported goods led current accounts deficit to shrink significantly to 6.2% of GDP in 1Q19 compared to 11.9% of GDP in 1Q18. FX inflows, including from tourism, are expected to remain strong despite the Russian flight cancellation. Barring further negative external factors, we expect the macro-economic fundamentals to support further stabilisation of the national currency in the near to medium term.

Nikoloz Gamkrelidze,

CEO of Georgia Healthcare Group PLC

13 August 2019

DISCUSSION OF GROUP RESULTS

GHG overview

Georgia Healthcare Group is the largest and the only fully integrated healthcare provider in the fast-growing, predominantly privately-owned Georgian healthcare ecosystem with an aggregate annual value of c.GEL 3.8 billion. Georgia Healthcare Group PLC is the UK incorporated holding company of the Group and is listed on the premium segment of the London Stock Exchange.

Starting from 2019 the Group has updated its business structure and the healthcare services business was divided into the following two segments: clinics, which include polyclinics and community clinics, and hospitals, which include referral hospitals. Now GHG comprises five business lines: hospitals, clinics, pharmacy and distribution, medical insurance and diagnostics. Each business line has its own chief operating officer reporting to the Group CEO, pursuing significant growth, profit and ROIC opportunities and concentrating on a clearer strategy. Each business line also has its own finance and back office function overseen by the Group CFO.

GHG is the single largest market participant in the healthcare services industry in Georgia, accounting for more than 23% of the country's total hospital bed capacity, as of 30 June 2019. Our healthcare services business offers the most comprehensive range of inpatient and outpatient services targeting virtually all segments of the Georgian market, through its vertically integrated network of hospitals and clinics. Currently:

-- hospitals business operates 18 referral hospitals with a total of 2,967 beds, providing secondary or tertiary level healthcare services, located in Tbilisi and major regional cities.

   --      clinics business operates 34 healthcare facilities, out of which: 

- 19 are community clinics with a total of 353 beds, providing outpatient and basic inpatient healthcare services, located in regional towns and municipalities.

- 15 are district polyclinics, providing outpatient diagnostic and treatment services, located in Tbilisi and major regional cities.

GHG is the largest pharmaceuticals retailer and wholesaler in Georgia, with a c.30% market share by revenue. Our pharmacy and distribution business consists of a retail pharmacy chain and a wholesale business, selling pharmaceuticals and medical supplies to hospitals and other pharmacies. The pharmacy chain operates under two separate brand names, Pharmadepot and GPC, with a total of 279 pharmacies, of which 21 are located within our healthcare facilities. The pharmacy and distribution business is the country's largest retailer in terms of both revenue and number of bills issued.

GHG is also the largest provider of medical insurance in Georgia, with a 31.1% market share based on 1Q19 net insurance premiums. Our medical insurance business consists of private medical insurance operations in Georgia. We have a wide distribution network and offer a variety of medical insurance products primarily to the Georgian corporate sector and also to retail clients. We have c.230,000 persons insured as at June 2019. The medical insurance business plays an important role in our business model, as it is a significant feeder for our polyclinics, pharmacies and hospitals.

GHG recently opened the largest diagnostics laboratory in Georgia and the entire Caucasus region. In December 2018, we added diagnostics business under GHG, an important new business line for the Group, by opening Mega Laboratory ("Mega Lab"). The multi-disciplinary laboratory, equipped with latest infrastructure and state-of-the-art equipment, covers 7,500 square metres. High-capacity automated systems enable GHG to provide accurate, high-quality results to the entire population of the country. In addition to basic laboratory tests, the new laboratory allows us to offer complex tests for oncology and a molecular lab. Some of the lab tests offered by Mega Lab have never been available in Georgia - in the past blood samples had to be sent abroad.

Significant external events, accounting change and legislative developments affecting 2019 results

- Lari depreciation. During the second quarter, the Georgian Lari depreciated more than 6% against both the US dollar and the Euro. The Lari depreciation led to a significant foreign currency exchange loss in the second quarter which (excluding the IFRS 16 effect) was mainly due to the revaluation of foreign currency denominated payable balances of pharmacy and distribution business. In July the national currency depreciated a further 3% against the dollar. On August 1 the National Bank of Georgia, which had accumulated record high reserves at US$3.7 billion as of June 2019, intervened in the market to curb the depreciation expectations, and since August 1 the Lari has gained around 2%.

The Lari decline was driven by spillovers from regional tensions including the Russian government decision to cancel all air connections with Georgia, which in turn had a negative effect on tourism and fed depreciation expectations. See page 6 for additional information. Barring further negative external factors, the Group expects the macro-economic fundamentals to support further stabilisation of the national currency in near to medium term. Exchange rate developments depend on many factors and by their nature are very difficult to predict.

   -      New pension reform.  In January 2019, a new pension system became mandatory in Georgia, with participation mandatory for employees under the age of 40, and optional for employees older than 40. Each employee contributes 2% of their income to an individual retirement account, which then benefits from further 2% contributions from both the employer, and (subject to ceilings based on income) the Government. The group participates in this programme, and the total anticipated cost to the Group in 2019 is approximately GEL 4.5 million. 

- IFRS 16 impact. The Group adopted IFRS 16 "Leases" from 1 January 2019. The key change arising from IFRS 16 is that rent expense is reclassified from operating expense to interest and depreciation expense. IFRS 16 impact on Group's EBITDA was GEL 5.3 million in 2Q19 and GEL 10.4 million in HY19, out of which the pharmacy and distribution business accounted for GEL 4.7 million and GEL 9.1 million, respectively. The negative impact on the Group's net profit was GEL 5.2 million in 2Q19 and GEL 6.2 million in HY19, out of which GEL 4.5 million and GEL 4.8 million respectively, resulted from foreign exchange loss on the revaluation of the finance lease liabilities balance. About 85% of the finance lease liabilities balance represents foreign currency denominated leases the value of which increased in line with the depreciation of the national currency at the end

- of second quarter. As this negative impact is solely the result of the accounting change, we do not comment on it further in this report although the full effects are reflected in the accounts.

According to the Group's preliminary calculation, IFRS 16 annual positive impact on the Group's 2019 EBITDA will be around GEL 20 million, of which the pharmacy and distribution business will account for c.GEL 18 million. The negative impact on the Group's 2019 net profit is estimated around GEL 2.5 million (excluding FX movement); however, this negative impact on net profit is just a timing difference that decreases over time and eventually reaches net effect of zero. Assets and liabilities also increased by the amount of discounted cash flows of future rent payments. Below in this report, to allow for comparisons, the numbers are disclosed with and excluding IFRS 16.

Income statement, GHG consolidated

 
 GEL thousands; unless otherwise                               Change,                             Change, 
  noted                                     2Q19        2Q18     Y-o-Y         1H19         1H18     Y-o-Y 
 Revenue, gross                          237,660     211,791     12.2%      472,872      419,480     12.7% 
 Corrections & rebates                     (605)     (1,087)    -44.3%      (1,164)      (1,780)    -34.6% 
 Revenue, net                            237,055     210,704     12.5%      471,708      417,700     12.9% 
 Costs of services                     (163,163)   (145,694)     12.0%    (321,660)    (288,847)     11.4% 
 Gross profit                             73,892      65,010     13.7%      150,048      128,853     16.4% 
 Salaries and other employee 
  benefits                              (23,922)    (20,793)     15.1%     (47,317)     (41,232)     14.8% 
 General and administrative 
  expenses excluding IFRS 16 
  impact                                (15,290)    (13,565)     12.7%     (30,097)     (26,202)     14.9% 
 Impairment of receivables               (1,140)     (1,213)     -6.0%      (2,312)      (2,401)     -3.7% 
 Other operating income                    3,826       1,793    113.4%        4,454        3,613     23.3% 
 EBITDA excluding IFRS 16                 37,365      31,232     19.6%       74,776       62,631     19.4% 
 IFRS 16 impact on EBITDA(3)               5,261           -       NMF       10,387            -       NMF 
    Depreciation and amortization 
     excluding IFRS 16                   (8,975)     (8,847)      1.4%     (17,654)     (16,562)      6.6% 
 Depreciation and amortisation          (13,633)     (8,847)     54.1%     (26,809)     (16,562)     61.9% 
    Net interest income (expense) 
     excluding IFRS 16                  (10,341)     (9,587)      7.9%     (20,702)     (18,150)     14.1% 
 Net interest income (expense)          (11,715)     (9,587)     22.2%     (23,353)     (18,150)     28.7% 
    Net gains/(losses) from foreign 
     currencies excluding IFRS 
     16                                  (4,388)         351       NMF      (4,244)        2,250       NMF 
 Net gains/(losses) from foreign 
  currencies                             (8,846)         351       NMF      (8,995)        2,250       NMF 
 Net non-recurring income/(expense)        (371)       (656)    -43.5%        (527)      (1,662)    -68.3% 
 Profit before income tax 
  expense                                  8,062      12,493    -35.5%       25,479       28,507    -10.6% 
 Income tax benefit/(expense)              (272)       (115)       NMF        (357)        (117)    205.1% 
 Profit for the period excluding 
  IFRS 16                                 13,019      12,378      5.2%       31,292       28,390     10.2% 
 Profit for the period                     7,790      12,378    -37.1%       25,122       28,390    -11.5% 
 

Gross Revenue. We delivered double digit revenue growth in both reporting periods, driven by the double-digit revenue growth across almost all GHG segments.

In HY19, the Group's revenue diversification across its segments was: 58% from pharmacy and distribution, 29% from the hospitals, 8% from medical insurance, 4% from clinics, and the remaining 1% from the newly added diagnostics business. By payor mix, 53% of the Group's total revenue was from out-of-pocket payments(4) ; 25% from UHC payments; and 22% from other sources.

Gross Profit. The Group continued to deliver increasing gross profit and improved its gross margin by 100 bps y-o-y, reaching 31.7% in HY19. Quarterly gross margin was also up 40 bps y-o-y, to 31.1%. The pharmacy and distribution business, excluding the effect of intercompany sales which are eliminated upon consolidation, contributed a major part of the growth. The next largest contributor to the Group margin improvement was our hospitals business, despite the impact of the mandatory pension reform (effective from January 2019), which increased cost of salaries and other employee benefits by c.2%.

In total, the pension reform increased the Group's salary expenses by GEL c.1.1 million in 2Q19 and by c.2.1 million in HY19. Despite this, as a result of well-managed efficiency and cost control measures, the cost base on a gross profit as well as on the operating expenses level were well controlled and the Group delivered positive operating leverage in both reporting periods of 5.6 ppts and 2.7 ppts in 2Q19 and HY19, respectively.

EBITDA excluding IFRS 16. The Group delivered strong quarterly and half year EBITDA growth, up 19.6% and 19.4% y-o-y, respectively. The hospitals business was the main contributor to the Group's 1H19 EBITDA, contributing 51% in total, with a 25.5% EBITDA margin. The next largest contributor was the pharmacy and distribution business, with a 41% share, posting a strong double-digit EBITDA margin of 10.5%. Our clinics and medical insurance businesses contributed 5% and 3% to the Group's half year EBITDA respectively.

Depreciation and amortisation excluding IFRS 16. After completing a number of sizeable development projects, Group depreciation expense stabilised. Slight y-o-y and q-o-q movements mainly relate to small investments by all segments in different capital expenditure projects.

Net interest expense excluding IFRS 16. The y-o-y increase in net interest expense was in line with the increased balance of borrowed funds to finance planned capital expenditure. As the Group is now out of heavy capex mode, its leverage started to decrease gradually in line with the debt principal repayment schedule. Our q-o-q borrowings balance is down 1.3% translating in slight reduction in corresponding interest expense, down 20 bps.

Loss from foreign currencies excluding IFRS 16. The loss from foreign currency is mainly attributable to the pharmacy and distribution business. About 70% of inventory purchases in the pharmacy and distribution business are denominated in foreign currency: c.40% in EUR and c.30% in USD. In 2Q19, local currency devalued by more than 6% against USD and EUR, which resulted in an increased quarterly FX loss from revaluation of accounts payable balances (as discussed on page 8 above, the loss including IFRS 16 is also attributable mainly to pharma).

Profit excluding IFRS 16. The result of all of the above was a meaningful increase in Group profit - up 5.2% and 10.2% in 2Q19 and 1H19, respectively - even in the face of the FX loss. The pharmacy and distribution business continues to be the main driver of 2Q19 and 1H19 Group profit, contributing 63% and 65% in total respectively, followed by the hospitals business, contributing 32% in both periods.

3 Represents IFRS 16 impact on General and administrative expenses

4 Includes: hospitals and clinics out-of-pocket revenue, pharmacy and distribution, medical insurance and diagnostics businesses' revenue from retail

Selected balance sheet items, GHG consolidated

 
 GEL thousands; unless                                    Change, 
  otherwise noted                30-Jun-19   31-Mar-19      Q-o-Q 
  Total assets, of which:        1,345,810   1,331,760       1.1% 
  Cash and bank deposits            27,207      27,596      -1.4% 
  Receivables from healthcare 
   services                        124,050     115,312       7.6% 
  Receivables from sale 
   of pharmaceuticals               18,808      19,571      -3.9% 
  Insurance premiums 
   receivable                       44,737      53,244     -16.0% 
  Property and equipment, 
   of which                        769,092     767,454       0.2% 
        IFRS 16 impact              79,908      76,379       4.6% 
  Goodwill and other 
   intangible assets               156,042     151,561       3.0% 
  Inventory                        157,132     146,499       7.3% 
  Prepayments                       14,156      17,579     -19.5% 
  Other assets                      34,586      32,944       5.0% 
  Total liabilities, 
   of which:                       757,709     747,390       1.4% 
  Borrowed funds                   368,895     373,745      -1.3% 
  Accounts payable                 119,784     104,001      15.2% 
  Insurance contract 
   liabilities                      43,160      50,420     -14.4% 
  Finance lease liabilities         85,942      78,145      10.0% 
  Other liabilities                139,928     141,079      -0.8% 
  Total shareholders' 
   equity attributable 
   to:                             588,101     584,370       0.6% 
  Shareholders of the 
   Company                         518,286     516,252       0.4% 
  Non-controlling interest          69,815      68,118       2.5% 
 
 

-- The increase in receivables from healthcare services corresponds increased revenues from hospitals and clinics business.

-- The majority of medical insurance contracts mature and renew in January every year, causing the insurance premium receivable as well as insurance contract liabilities balances to increase in 1Q19 and reduce gradually in line with contract amortisation terms.

-- The q-o-q increase in accounts payable is attributable to pharmacy and distribution business, mainly due to increased stock (inventory balance increased by GEL 10.6 million, up 7.3% q-o-q) to support sales growth and due to revaluation of foreign currency denominated accounts payable balances, explained above.

(5) Out of which GEL 77.2 million accounts for IFRS 16 impact

Statements of cash flows, GHG consolidated(5)

 
 GEL thousands; unless                                  Change, 
  otherwise noted                     HY19       HY18     Y-o-Y 
 EBITDA                             74,776     62,631     19.4% 
-------------------------------  ---------  ---------  -------- 
 Net cash flows from 
  operating activities              55,170     44,242     24.7% 
 
 EBITDA to Cash Conversion           73.8%      70.6%      3.2% 
-------------------------------  ---------  ---------  -------- 
 
 Net cash used in investing 
  activities, of which:           (23,205)   (55,400)    -58.1% 
    Purchase of PPE and 
     intangibles                  (20,665)   (43,856)    -52.9% 
 Net cash flows from 
  financing activities            (52,615)   (20,378)    158.2% 
 Effect of exchange rate 
  changes                                6      (776)       NMF 
-------------------------------  ---------  ---------  -------- 
 Net increase (decrease) 
  in cash and cash equivalents    (20,644)   (32,312)    -36.1% 
 
 Cash at period, beginning          36,154     48,840    -26.0% 
 Cash at period, ending             15,510     16,528     -6.2% 
 
 Bank deposits, beginning           11,807     14,768    -20.1% 
 Bank deposits, ending              11,697     10,167     15.0% 
 
 Cash and bank deposits, 
  beginning                         47,961     63,608    -24.6% 
 Cash and cash deposits, 
  ending                            27,207     26,695      1.9% 
 
 

Cash flows from operating activities. Net cash flows from operating activities increased in 1H19 on the back of stronger EBITDA and an improved EBITDA to cash conversion ratio (up 3.2% to 73.8%). As the newly opened facilities and services progress towards their run rate the benefits of these projects have begun to materialise, including the gradual reduction in working capital needs. Going forward we expect further improvement of the cash conversion ratio.

Cash flows from investing activities. Net cash used in investing activities continues to decline and more than halved in 1H19. 2018 was the final year of our major investment programme and investment volume slowed further in 2019 (outflow for purchase of PPE and intangibles down 52.9% y-o-y) as the projects completed. In 1H19, net cash used in investing activities also includes GEL 5.2 million (GEL 12.9 million in 1H18) payment of holdback for the pharmacy and distribution business acquisition.

Cash flows from financing activities. With our improved operational cash flow and lower capital investment requirements, the Group has stabilised needs for borrowings and started to repay its loans in line with the debt repayment schedules. Net outflow from financing activities reflects reduction of borrowings balance by c.GEL 21.5 million since 31 December 2018 (down 5.5%), interest payments and the dividend paid to non-controlling interest shareholders of GEL 5 million.

The overall effect resulted in cash and bank deposits at 30 June 2019 of GEL 27.2 million.

Going forward a continuing increase in operating cash flow, an improved EBITDA to cash conversion ratio and substantially reduced investment programme should allow us to both further reduce debt and increase cash year on year.

6 Statement of cash flows is presented excluding IFRS 16 impact. Refer to back section of the release (page 38) to see the full statement of cash flows (including IFRS 16 impact).

DISCUSSION OF SEGMENT RESULTS

The segment results discussion is presented for hospitals, clinics, pharmacy and distribution, medical insurance and diagnostics businesses.

Discussion of Hospitals Business Results

Operational highlights:

-- Following the split of our healthcare services business (described on page 7), our management has revised the classification of our hospitals and clinics. Three of our clinics have become sufficiently large to merit hospitals classification and one of our hospitals was classified as a clinic due to the nature of services offered. For comparison purposes, we will discuss our hospitals and clinics results for both, 2019 and 2018 reporting periods according to the new structure.

-- Our adjusted hospital bed occupancy rate6 was at 64.1% in 2Q19 and at 65.6% 1H19 (61.2% and 63.1% in 2Q18 and 1H18, respectively).

-- The average length of stay at hospitals7 was at 5.4 days in 2Q19 as well as in 1H19 (5.4 days in 2Q18 and 5.5 days in 1H18).

Income Statement, Hospitals business

 
 GEL thousands; unless otherwise                             Change,                         Change, 
  noted                                    2Q19       2Q18     Y-o-Y       1H19       1H18     Y-o-Y 
 Hospitals revenue, gross                74,218     67,790      9.5%    148,992    132,080     12.8% 
 Corrections & rebates                    (532)      (867)    -38.6%      (994)    (1,462)    -32.0% 
 Hospitals revenue, net                  73,686     66,923     10.1%    147,998    130,618     13.3% 
 Costs of hospitals business           (42,640)   (38,875)      9.7%   (85,661)   (75,358)     13.7% 
 Gross profit                            31,046     28,048     10.7%     62,337     55,260     12.8% 
 Salaries and other employee 
  benefits                              (8,157)    (7,235)     12.7%   (16,109)   (14,065)     14.5% 
 General and administrative 
  expenses excluding IFRS 16            (3,861)    (3,759)      2.7%    (7,288)    (7,086)      2.9% 
 Impairment of receivables              (1,128)    (1,271)    -11.3%    (2,265)    (2,457)     -7.8% 
 Other operating income                     940      1,639    -42.6%      1,327      2,878    -53.9% 
 EBITDA excluding IFRS 16                18,840     17,421      8.1%     38,002     34,530     10.1% 
 EBITDA margin excluding IFRS 
  16                                      25.4%      25.7%                25.5%      26.1% 
 IFRS 16 impact on EBITDA8                  120          -       NMF        299          -       NMF 
    Depreciation and amortization 
     excluding IFRS 16                  (6,728)    (6,771)     -0.6%   (13,244)   (12,342)      7.3% 
 Depreciation and amortisation          (6,920)    (6,771)      2.2%   (13,599)   (12,342)     10.2% 
    Net interest income (expense) 
     excluding IFRS 16                  (6,586)    (5,844)     12.7%   (13,168)   (10,556)     24.7% 
 Net interest income (expense)          (6,620)    (5,844)     13.3%   (13,233)   (10,556)     25.4% 
    Net gains/(losses) from foreign 
     currencies excluding IFRS 
     16                                 (1,052)         60       NMF    (1,145)         39       NMF 
 Net gains/(losses) from foreign 
  currencies                            (1,437)         60       NMF    (1,552)         39       NMF 
 Net non-recurring income/(expense)       (288)      (247)     16.5%      (392)    (1,126)    -65.2% 
 Profit before income tax 
  expense                                 3,695      4,619    -20.0%      9,525     10,545     -9.7% 
 Income tax benefit/(expense)                 -       (74)       NMF          -       (74)       NMF 
 Profit for the period excluding 
  IFRS 16                                 4,186      4,545     -7.9%     10,053     10,471     -4.0% 
 Profit for the period                    3,695      4,545    -18.7%      9,525     10,471     -9.0% 
 
 

Revenue, hospitals

Our hospitals business y-o-y revenue growth in both reporting periods was mainly driven by the continuing ramp-up of our newly launched hospitals. Our existing facilities also contributed to the overall growth, where the y-o-y occupancy rates were also up 290 bps and 250 bps in 2Q19 and 1H19 respectively.

Progress of our newly opened hospitals

Regional Hospital (fully opened in March 2018) continues its progress and in 2Q19 the hospital posted record high revenue of GEL 9.5 million, up 6.0% q-o-q with the occupancy rate being also up 3.0% for the same period, reaching 38.6%. Positioned as hospital of choice, the Regional Hospital is already in the country's top five largest hospitals by revenue. As planned, the hospital is generating around 60% of its revenue from elective care services, which is reflected in the lower occupancy rates and mostly out--of-pocket source of payment (41.6% of total revenue). The hospital's EBITDA margin reached 17.6% in 2Q19.

Tbilisi Referral Hospital (fully opened in December 2017) posted GEL 5.9 million revenue in 2Q19 (up 43.8% y-o-y; down 7.7% q-o-q) with a 46.9% occupancy rate, and GEL 12.3 million in 1H19 (up 57.4% y-o-y). The quarterly revenue decline is attributable to the temporary discontinuation of several medical services due to technical reasons in 2Q19, out of which most have been already reinstated. The hospital is still in its ramp up phase and over the next few quarters we expect that, by renewing the medical services temporarily discontinued in 2Q19 and adding some new ones, revenue will increase gradually as planned. The hospital posted strong quarterly EBITDA margin of 17.1%, up 110 bps q-o-q.

Revenue by sources of payment

 
 (GEL thousands, unless                                  Change,                       Change, 
  otherwise noted)                       2Q19     2Q18     Y-o-Y      1H19      1H18     Y-o-Y 
    Hospitals revenue, net             73,686   66,923     10.1%   147,998   130,618     13.3% 
       Government-funded healthcare 
        programmes                     51,035   45,319     12.6%   102,605    88,182     16.4% 
       Out-of-pocket payments 
        by patients                    17,691   17,157      3.1%    35,387    33,432      5.8% 
       Private medical insurance 
        companies, of which             4,960    4,447     11.5%    10,006     9,004     11.1% 
       GHG medical insurance            2,918    1,671     74.6%     5,427     3,377     60.7% 
 

All payment sources contributed to our revenue growth, while the Government-funded healthcare programme remains the main contributor, accounting 69.3%(9) in total revenue from hospitals business.

Gross profit, hospitals

 
 Cost of hospitals                             Change,                           Change, 
  as % of revenue       2Q19    2Q18             Y-o-Y    1H19    1H18             Y-o-Y 
 
 Direct salary rate    35.3%   35.6%     *    0.3 ppts   34.5%   34.9%     *    0.4 ppts 
                                                  +0.2                              +0.6 
 Materials rate        16.5%   16.3%              ppts   17.0%   16.4%              ppts 
 
                                                  +0.4                               0.0 
 Gross margin          41.8%   41.4%              ppts   41.8%   41.8%              ppts 
 

Despite our two flagships remaining in their roll-out phase, which naturally increases our cost base, in 2Q19 costs were almost in line with net revenue growth rates. Despite the new pension reform (described on page 8 above in more detail) which increased our cost of salaries and other employee benefits by c.2%, as a result of focused efficiency initiatives the direct salary rate was down in 2Q19 and HY19. The increase in the materials rate reflects the roll-out of the new hospitals. Excluding the effect of newly launched hospitals, the materials rate remained well-controlled and stood at 14.9% in 2Q19 (down 60 bps y-o-y) and 15.3% in 1H19 (down 60 bps y-o-y).

As a result, y-o-y the hospitals quarterly gross margin improved by 40 bps y-o-y and remained flat in 1H19, at 41.8%.

Operating expenses, hospitals

On the back of business expansion and the new mandatory pension reform the salaries and other employee benefits increased y-o-y. General and administrative expenses were maintained (excluding IFRS 16 impact) at a favourable level, showing modest y-o-y growth of below 3% in 2Q19 as well as 1H19.

The decrease in other operating income reflects the transfer of hospitals centralised medicine procurement entity to the GHG pharmacy and distribution business in 2019. In 2Q18 and 1H18 the business also generated higher gain from the sale of PPE than respective periods in 2019.

EBITDA excluding IFRS 16, hospitals

The healthy increase in our quarterly and half year EBITDA reflects the contributions of our two new flagship hospitals, increased demand for current services at our existing facilities and recently implemented efficiency initiatives. Y-o-y EBITDA margins, however, were slightly down, 30 bps in 2Q19 and 60 bps 1H19, and stood at 25.4% and 25.5% respectively. The reduction was mainly due to the new pension reform, that added GEL 0.7 million and GEL 1.4 million in quarterly and half year salary expense and translated in 90 bps reductions in respective EBITDA margins, and the decrease in other operating income explained above. Excluding the dilutive effect of roll-outs, despite the new pension reform, the hospitals business posted strong EBITDA margin of 27.5% in 2Q19 and 27.7% in 1H19.

Profit, hospitals

As the business completed its intensive capital expenditure phase, the depreciation and amortisation expense started to stabilise. On the back of almost flat q-o-q borrowed funds balance the interest expense also remained flat, which is expected to decline over the next periods, as we continue to reduce our debt balance. Foreign currency loss recorded in 2Q19 is the result of a foreign currency exposure, arising from small unhedged portion of USD denominated borrowing from a DFI.

Other highlights:

-- In 2Q19 hospitals business signed a cooperation agreement (the "transaction") with JSC David Davarashvili Clinic, which provides maternity and gynaecology services and is one of the country's leading maternity houses (the "Maternity Clinic"). Under the transaction, the Maternity Clinic will lease an unused 2,400 sq.m space at GHG's referral hospital, Iashvili Tertiary Referral Hospital ("Iashvili Hospital"). Iashvili Hospital is the cornerstone of GHG's neonatal and paediatric services and offers the most comprehensive portfolio of such services in Georgia. The collaboration of these two leading healthcare facilities will form the country's strongest location for all types of neonatal and maternal services, further increasing Iashvili Hospital's patient footprint and occupancy rates. It will also help to strengthen our position in the maternity business where we have low market share. The transaction also represents strong progress towards hospitals business' strategy, to optimise its unused assets and increase the utilisation of its healthcare facilities, further improving the Hospital's return on invested capital.

7 Adjusted to exclude the Tbilisi Referral Hospital and Regional Hospital; the calculation also excludes emergency beds

8 The calculation excludes emergency beds

9 Represents IFRS 16 impact on General and administrative expenses

(10) Government funded healthcare programmes revenue share in total revenues from hospitals is higher compared to the same share in revenues from healthcare services that we used to report (which now, due to the split of hospitals and clinics results, are reported separately). This is because UHC mostly covers inpatient services, while the revenue share from government in our clinics business is lower, at 55.1%, due to the limited coverage of outpatient services from UHC that our polyclinics provide

Discussion of Clinics Business Results(11)

Operational highlights:

-- In December 2018 we entered into the Georgian dental market by launching dental clinics in the Group's polyclinics. Currently eight of our polyclinics, located in Tbilisi and in other large cities, house dental offices.

-- The number of registered patients in Tbilisi polyclinics has now reached c.172,000 (compared to c.157,000 in March 2019). We aim to further grow our polyclinic business both organically and through further acquisitions.

Income Statement, Clinics Business

 
 GEL thousands; unless otherwise                           Change,                         Change, 
  noted                                   2Q19      2Q18     Y-o-Y       1H19       1H18     Y-o-Y 
 Clinics revenue, gross                 10,877     9,963      9.2%     21,984     19,397     13.3% 
 Corrections & rebates                    (73)     (220)    -66.8%      (170)      (318)    -46.5% 
 Clinics revenue, net                   10,804     9,743     10.9%     21,814     19,079     14.3% 
 Costs of clinics business             (6,223)   (5,521)     12.7%   (12,467)   (10,944)     13.9% 
 Gross profit                            4,581     4,222      8.5%      9,347      8,135     14.9% 
 Salaries and other employee 
  benefits                             (1,783)   (1,647)      8.3%    (3,539)    (3,290)      7.6% 
 General and administrative 
  expenses excluding IFRS 16           (1,092)   (1,055)      3.5%    (2,174)    (1,957)     11.1% 
 Impairment of receivables                (15)      (28)       NMF       (90)       (44)    104.5% 
 Other operating income                    216     (116)       NMF        439       (93)       NMF 
 EBITDA excluding IFRS 16                1,907     1,376     38.6%      3,983      2,751     44.8% 
 EBITDA margin excluding IFRS 
  16                                     17.5%     13.8%                18.1%      14.2% 
 IFRS 16 impact on EBITDA(12)              301         -       NMF        755          -       NMF 
    Depreciation and amortization 
     excluding IFRS 16                 (1,257)   (1,265)     -0.6%    (2,485)    (2,614)     -4.9% 
 Depreciation and amortisation         (1,664)   (1,265)     31.6%    (3,290)    (2,614)     25.9% 
    Net interest income (expense) 
     excluding IFRS 16                   (998)     (974)      2.5%    (1,955)    (1,954)      0.1% 
 Net interest income (expense)         (1,126)     (974)     15.6%    (2,212)    (1,954)     13.2% 
    Net gains/(losses) from foreign 
     currencies excluding IFRS 
     16                                   (35)       (3)       NMF       (62)        (7)       NMF 
 Net gains/(losses) from foreign 
  currencies                             (834)       (3)       NMF      (895)        (7)       NMF 
 Net non-recurring income/(expense)       (15)      (10)     50.0%       (67)        276       NMF 
 Profit before income tax 
  expense                              (1,431)     (876)     63.4%    (1,726)    (1,548)     11.5% 
 Income tax benefit/(expense)                -         2       NMF          -          -         - 
 Profit for the period excluding 
  IFRS 16                                (398)     (874)    -54.4%      (586)    (1,548)    -62.1% 
 Profit for the period                 (1,431)     (874)     63.8%    (1,726)    (1,548)     11.5% 
 

Revenue, clinics

Our clinics business also posted strong revenue growth driven by both, the polyclinics double-digit revenue growth as well as community clinics.

Revenue by types of clinics

 
 (GEL thousands, unless                     Change,                     Change, 
  otherwise noted)           2Q19    2Q18     Y-o-Y     1H19     1H18     Y-o-Y 
    Clinics revenue, 
     net                   10,804   9,743     10.9%   21,814   19,079     14.3% 
           Polyclinics      5,692   4,895     16.3%   11,254    9,402     19.7% 
           Community        5,112   4,848      5.4%   10,560    9,677      9.1% 
 

In 1H19, 52% of the clinics' revenue came from polyclinics and 48% from community clinics.

The growth in revenue from polyclinics was fully organic, driven by new service initiatives and increased number of registered patients in Tbilisi, up c.55,000 patients y-o-y in 2Q19, reaching c.172,000 patients as of now. The growth in our polyclinics is also supported by dental clinics - we have opened dental offices in eight different polyclinics since December 2018. We will continue to pursue our polyclinics expansion strategy: to consolidate our position as the largest player in the highly fragmented outpatient market in Georgia through organic growth and further acquisitions.

The y-o-y increase in revenue from community clinics, which play a feeder role for the referral hospitals, was fully organic.

Revenue by sources of payment in clinics

 
 (GEL thousands, unless                                 Change,                     Change, 
  otherwise noted)                       2Q19    2Q18     Y-o-Y     1H19     1H18     Y-o-Y 
    Healthcare services 
     revenue, net                      10,804   9,743     10.9%   21,814   19,079     14.3% 
       Government-funded healthcare 
        programmes                      5,916   5,495      7.7%   12,022   10,781     11.5% 
       Out-of-pocket payments 
        by patients                     2,888   2,895     -0.2%    6,024    5,657      6.5% 
       Private medical insurance 
        companies, of which             2,000   1,353     47.8%    3,768    2,641     42.7% 
       GHG medical insurance            1,857   1,154     60.9%    3,446    2,281     51.1% 
 

The main contributor to clinics revenue growth was Government-funded healthcare programmes, accounting for a c.55% share in total revenue from clinics in both periods. The slight decline in out-of-pocket payments is attributable to community clinics where the main part of the revenue is generated from UHC, while in our polyclinics revenue the same source of payment was up 2.4% in 2Q19 and up 7.9% 1H19 y-o-y. The strong growth in clinics revenue from private insurance companies is mainly supported by the increased number of GHG insured clients, who prefer to use our polyclinics, due to the different incentives such as direct settlement of claims, and quality of care.

Gross profit, clinics

 
 Cost of clinics as                            Change,                           Change, 
  % of revenue          2Q19    2Q18             Y-o-Y    1H19    1H18             Y-o-Y 
 
 Direct salary rate    34.8%   35.8%     *    1.0 ppts   34.7%   36.1%     *    1.4 ppts 
 
 Materials rate         6.6%    6.7%     *    0.1 ppts    6.4%    6.5%     *    0.1 ppts 
 
                                                                                     0.6 
 Gross margin          42.1%   42.4%     *    0.3 ppts   42.5%   41.9%              ppts 
 

Despite the new pension reform, as a result of efficiency and cost control measures the direct salary rate significantly improved y-o-y. The y-o-y decrease in cost of materials rate is partially attributable to redirecting the laboratory tests to Mega Lab, eliminating cost of reagents while increasing the cost of medical service providers for the same period. As the polyclinics progress during their ramp-up phase, the cost of utilities increased y-o-y in both reporting periods. All this translated in slight reduction in quarterly gross margin, while the half year gross margin was up 60 bps, reaching 42.5%.

Operating expenses, clinics

Our focus on efficiency initiatives resulted in only moderate growth in salaries and other employee benefits and in general and administrative expenses (excluding IFRS 16 impact), both favourably lagging respective revenue growth. Other operating income derives mainly from renting the spaces to pharmacies and other minor retailers in our polyclinics. As a result, the clinics business posted strong y-o-y positive operating leverage of 14.5 ppts and 15.3 ppts in 2Q19 and 1H19.

EBITDA excluding IFRS 16, clinics

Increased revenue and the well-controlled cost base translated into strong EBITDA growth for both periods. Clinics business has also significantly improved its EBITDA margin, which was supported by EBITDA margin improvement in polyclinics as a number of them are making progress towards their run rate potential and the base of registered patients continues to increase. The polyclinics' EBITDA margin rose to 16.3% in 2Q19 (up 70 bps y-o-y) and to 15.6% in 1H19 (up 80 bps y-o-y).

Profit, clinics

As a number of polyclinics still remain in their roll-out phase, the clinics contributed negatively to the Group's profit. Currently the main priority of the clinics business remains the polyclinics chain expansion and increasing the base of registered customers, as our polyclinics represent a first point of customer interaction for our overall business, bringing additional referrals to our hospitals and pharmacies. Combined with the newly launched dental offices, we believe that the polyclinics business will become one of the largest sources of future growth, while we expect only moderate growth from the community clinics.

(11) Under the Group's new structure, the clinics business results now includes community clinics and polyclinics, explained in more details on page 7

(12) Represents IFRS 16 impact on General and administrative expenses

Discussion of Pharmacy and Distribution Business Results

Operating highlights:

-- 279 pharmacies as of June 2019 (259 as of June 2018)

-- Average retail customer interactions per month was c.2.4 in 2Q19 (c.2.2 in 2Q18) and c.2.4 in 1H19 (c.2.2 in 1H18)

-- Average bill size was GEL 14.2 in 2Q19 (GEL 13.0 in 2Q18) and GEL 13.8 in 1H19 (GEL 13.9 in 1H18)

-- c.0.8 million loyalty card members as at 30 June 2019

Income Statement, pharmacy and distribution business

 
 GEL thousands; unless otherwise                              Change,                           Change, 
  noted                                     2Q19       2Q18     Y-o-Y        1H19        1H18     Y-o-Y 
 Pharmacy and distribution 
  revenue                                149,414    127,323     17.4%     295,193     254,191     16.1% 
 Costs of Pharmacy and distribution    (113,463)   (95,862)     18.4%   (220,944)   (191,412)     15.4% 
 Gross profit                             35,951     31,461     14.3%      74,249      62,779     18.3% 
 Salaries and other employee 
  benefits                              (12,580)   (11,299)     11.3%    (25,244)    (22,493)     12.2% 
 General and administrative 
  expenses excluding IFRS 16             (9,885)    (8,473)     16.7%    (19,794)    (16,723)     18.4% 
 Impairment of receivables                 (121)        (5)       NMF       (179)        (25)       NMF 
 Other operating income                    1,982        233       NMF       1,876       1,023     83.4% 
 EBITDA excluding IFRS 16                 15,347     11,917     28.8%      30,908      24,561     25.8% 
 EBITDA margin excluding IFRS 
  16                                       10.3%       9.4%                 10.5%        9.7% 
 IFRS 16 impact on EBITDA(13)              4,739          -       NMF       9,141           -       NMF 
    Depreciation and amortization 
     excluding IFRS 16                     (738)      (576)     28.1%     (1,426)     (1,124)     26.9% 
 Depreciation and amortisation           (4,702)      (576)       NMF     (9,240)     (1,124)       NMF 
    Net interest income (expense) 
     excluding IFRS 16                   (2,943)    (2,758)      6.7%     (5,892)     (5,515)      6.8% 
 Net interest income (expense)           (4,141)    (2,758)     50.1%     (8,193)     (5,515)     48.6% 
    Net gains/(losses) from foreign 
     currencies excluding IFRS 
     16                                  (3,294)        243       NMF     (3,088)       2,129       NMF 
 Net gains/(losses) from foreign 
  currencies                             (6,519)        243       NMF     (6,546)       2,129       NMF 
 Net non-recurring income/(expense)         (68)      (374)    -81.8%        (62)       (785)    -92.1% 
 Profit before income tax 
  expense                                  4,656      8,452    -44.9%      16,008      19,266    -16.9% 
 Income tax benefit/(expense)               (69)          -       NMF        (69)           -       NMF 
 Profit for the period excluding 
  IFRS 16                                  8,235      8,452     -2.6%      20,371      19,266      5.7% 
 Profit for the period                     4,587      8,452    -45.7%      15,939      19,266    -17.3% 
 
 

Revenue, pharmacy and distribution

We enjoyed strong revenue growth in both periods in our retail and distribution businesses as shown in the table below.

Revenue by types, pharmacy and distribution

 
 (GEL thousands, unless                                 Change,                       Change, 
  otherwise noted)                     2Q19      2Q18     Y-o-Y      1H19      1H18     Y-o-Y 
 Pharmacy and distribution 
  revenue                           149,414   127,323     17.4%   295,193   254,191     16.1% 
       Revenue from Retail          106,024    93,309     13.6%   209,697   188,389     11.3% 
       Revenue from Distribution     43,390    34,014     27.6%    85,496    65,802     29.9% 
 
                                                           -0.6                           0.5 
 Gross profit Margin                  24.1%     24.7%      ppts     25.2%     24.7%      ppts 
 

The increase in y-o-y revenues from retail is attributable to expansion and organic sales growth in the business. Over the last 12 months we have added 20 new pharmacies to our chain. The number of bills issued as well average bill size was up 4.9% and 8.9% in 2Q19, respectively. This translated into a same-store growth rate of 8.0% in 2Q19. The business also posted positive 6.1% same-store growth rate for the half year. The share of para-pharmacy sales in retail revenue further improved to 31.4% in 2Q19 (30.1% in 2Q18) and to 30.3% in 1H19 (29.4% in 1H18).

The pharmacy and distribution business continues to make strong progress in growing wholesale revenue by signing new corporate accounts. Apart from new clients, the distribution revenue growth relates to the transfer of our hospitals' centralised medicine procurement entity ("ELG") to the GHG pharmacy and distribution business wholesale segment in 2019. This resulted increased intercompany sales with GHG hospitals and clinics businesses.

Excluding the ELG sales, y-o-y revenue growth from distribution was 1.8% in 2Q19 and 6.7% in 1H19, translating into pharmacy and distribution business total y-o-y revenue growth of 10.5% and 10.1%, respectively.

Gross profit, pharmacy and distribution

Quarterly gross margin in the pharmacy and distribution business was down 60 bps y-o-y due to the reduced wholesale margin resulting from the increased intercompany sales mentioned above (which is eliminated upon consolidation). Excluding these intercompany sales the quarterly gross margin improved 70 bps. The improvement is partially a result of costs of pharma slightly benefiting from realising previously purchased inventory at a lower foreign currency exchange rate. Though, increased FX rates in 2Q19 increased our payable balances for these inventories, resulting in loss from foreign currencies in the same period.

Apart from the quarterly reasons stated above, half year gross profit margin improvement was driven by the increased margin on non-medication categories (personal care, beauty and other para-pharmacy products), total sales of which were GEL 67.4 million in 1H19 with 30.4% gross profit margin, compared to GEL 57.4 million in 1H18 with 28.7% gross profit margin.

Our gross profit margins also benefited from the increased sales of private label products. Currently, 37 private label medicines are presented in our pharmacies, with annualised revenue contribution of c.GEL 5 million. In May, private label personal care products were also introduced in our pharmacies under the brand name "Attirance", posting around GEL 0.1 million in 2Q19.

Operating expenses, pharmacy and distribution

The business posted y-o-y positive operating leverage of 8.9 ppts in 2Q19 and 4.9 ppts in 1H19. Salaries and other employee benefits, despite the pension reform, favourably lagged behind the same period revenue growth. Apart from business expansion, the y-o-y increase in general and administrative expenses (excluding IFRS 16 impact) is attributable to the marketing activities and promotions to support retail sales growth and increased rent expense of pharmacies (about 85% of rental contracts are denominated in foreign currency) due to the GEL devaluation.

Other operating income at the business increased by GEL 1.7 million, reflecting principally the gain on the sale of unused land and building (see note 26 to the financial statements).

EBITDA and profit, pharmacy and distribution

Our 2Q19 and 1H19 EBITDA margins, at 10.3% and 10.5% respectively, continue to substantially exceed our updated target of 9% (previously 8%+).

Profit, pharmacy and distribution

In 2Q19 interest expense included GEL 0.2 million on the mark to market of the Pharmadepot (the pharmacy and distribution brand acquired in 2017) acquisition holdback (GEL 0.3 million in 2Q18) which is a non-cash expense.

The foreign currency loss reflects the increase in the GEL value of US Dollar and EUR denominated payables to suppliers due to the devaluation of GEL in 2Q19, also explained in more details on page 9, the effect of which is partially mitigated by increased quarterly retail gross margin.

(13) Represents IFRS 16 impact on General and administrative expenses

Discussion of Medical Insurance Business Results

Operating highlights:

-- As at 31 March 2019, business market share based on net insurance premium revenue was 31.1%.

-- In 2019, we became the largest medical insurer in Georgia with c.230,000 insured (c.157,000 in December 2018).

-- Our insurance renewal rate was 81.3% in 2Q19 (70.1% in 2Q18) and 77.5% in 1H19 (71.8% in 1H18).

Income Statement, medical insurance business

 
 GEL thousands; unless otherwise                             Change,                         Change, 
  noted                                    2Q19       2Q18     Y-o-Y       1H19       1H18     Y-o-Y 
 Net insurance premiums earned           18,873     13,703     37.7%     36,366     27,005     34.7% 
 Cost of insurance services            (16,233)   (11,898)     36.4%   (31,916)   (23,792)     34.1% 
 Gross profit                             2,640      1,805     46.3%      4,450      3,213     38.5% 
 Salaries and other employee 
  benefits                              (1,189)    (1,063)     11.9%    (2,106)    (1,846)     14.1% 
 General and administrative 
  expenses excluding IFRS 16              (469)      (332)     41.3%      (909)      (682)     33.3% 
 Impairment of receivables                (114)       (61)     86.9%      (217)      (159)     36.5% 
 Other operating income                     355        163    117.8%        567        190    198.4% 
 EBITDA excluding IFRS 16                 1,223        512    138.9%      1,785        716    149.3% 
 EBITDA margin excluding IFRS 
  16                                       6.5%       3.7%                 4.9%       2.7% 
 IFRS 16 impact on EBITDA(14)                96          -       NMF        181          -       NMF 
    Depreciation and amortisation 
     excluding IFRS 16                    (191)      (187)      2.1%      (380)      (391)     -2.8% 
 Depreciation and amortisation            (279)      (187)     49.2%      (548)      (391)     40.2% 
    Net interest income/ (expense) 
     excluding IFRS 16                      186       (11)       NMF        313      (125)       NMF 
 Net interest income/ (expense)             173       (11)       NMF        286      (125)       NMF 
    Net gains/(losses) from foreign 
     currencies excluding IFRS 
     16                                       8         50    -84.0%         71         88    -19.3% 
 Net gains/(losses) from foreign 
  currencies                               (41)         50       NMF         18         88    -79.5% 
 Net non-recurring income/(expense)           -          -         -          -          -         - 
 Profit before income tax 
  expense                                 1,172        364    222.0%      1,722        288    497.9% 
 Income tax benefit/(expense)             (203)       (43)       NMF      (288)       (43)       NMF 
 Profit / (Loss) for the period 
  excluding IFRS 16                       1,023        321    218.7%      1,501        245       NMF 
 Profit / (Loss) for the period             969        321    201.9%      1,434        245       NMF 
 
 
                                                                 0.2                             0.5 
 Loss ratio (%)                           82.6%      82.4%      ppts      83.9%      83.4%      ppts 
 Expense ratio without IFRS                                     -3.3                            -3.1 
  16 (%)                                  11.9%      15.2%      ppts      12.3%      15.4%      ppts 
 Combined ratio without IFRS                                    -3.1                            -2.7 
  16 (%)                                  94.5%      97.6%      ppts      96.1%      98.8%      ppts 
 

Revenue, medical insurance

Our medical insurance business posted strong y-o-y double-digit revenue growth, driven by the increased number of new corporate clients. The business started to benefit from the Group's scale that gives us an advantage to offer more competitive prices on the market. Out of new clients, the largest new contract is with the Ministry of Defence ("MOD"), acquired through tender process starting from February 2019. Apart from business growth, the increased number of insured clients further increases our medical insurance claims retention rate within the Group - which, apart from expansion, is the business' main priority.

Gross profit, medical insurance

Medical insurance claims expenses accounts for almost all of the cost of insurance services. In 1H19, our medical insurance claims expense was GEL 30.5 million, of which GEL 12.8 million (41.9% of the total) was inpatient, GEL 12.4 million (40.8% of total) was outpatient and GEL 5.3 million (17.3% of total) was accounted for by drugs. In 2019 loss ratio was slightly up y-o-y (up 20 bps at 82.6% in 2Q19; up 50 bps at 83.9% at 1H19) due to the addition of big clients, such as MOD, having slightly higher loss ratio compared to small corporate clients.

Claims retention rates

Our insurance business expansion has significantly improved claims retention rates within the Group, as the business plays a feeder role in originating and directing patients to our healthcare facilities, mainly to polyclinics and to pharmacies.

 
                                           Change,                   Change, 
                            2Q19    2Q18     Y-o-Y    1H19    1H18     Y-o-Y 
  Total claims retained 
   within the Group        43.0%   38.1%      4.9%   41.1%   38.2%      2.9% 
  Total claims retained 
   in outpatient           40.7%   38.4%      2.3%   40.6%   38.5%      2.1% 
 

Due to the medical insurance business' increased client base (reaching c.230,000 insured as of June 2019) and new flagship hospital launches in Tbilisi, where our medical insurance business has the highest concentration of its insured clients, more of our medical insurance customers will be utilising our inpatient services. At the same time, with our polyclinics expansion strategy, we expect the retention rate to improve further in the future, on a larger base, providing a significant revenue boost for our clinics and hospitals. Our facilities are increasingly favoured by customers over competitor facilities due to the quality and convenience of our service, access to one-stop-shop style polyclinics and the ease of claim reimbursement procedures.

Operating expenses, medical insurance

Operating expenses growth significantly lagged behind revenue growth, translating into strong positive operating leverage of 36.7 ppts in 2Q19 and 31.8 ppts in 1H19.

Last year, our medical insurance business began participating in the Compulsory Motor Third Party Liability Insurance Programme, effective in the country from 1 March 2018. The profit from this is shown in other operating income. Staring from 2019 the business renegotiated and increased the fee from this service which resulted in y-o-y increase in other operating income.

As a result, y-o-y expense ratio (excluding IFRS 16 impact) was down 330 bps at 11.9% in 2Q19 and down 310 bps at 12.3% in 1H19. Consequently, the combined ratio (excluding IFRS 16 impact) improved by 310 bps to 94.5% in 2Q19 and by 270 bps to 96.1% in 1H19.

(14) Represents IFRS 16 impact on General and administrative expenses

Discussion of Diagnostics Business Results

Overview, diagnostics

In December 2018, we completed construction and opened Mega Lab, the largest diagnostics laboratory in Georgia and the entire Caucasus region. The multi-disciplinary laboratory is equipped with the most modern infrastructure and state-of-the-art equipment and in addition to basic laboratory tests, the new laboratory allows us to offer complex tests for oncology and molecular lab, some of which have never previously been available in Georgia and for which blood samples used to be sent abroad. The launch is in line with our strategy to invest in and develop new medical services to keep filling existing service gaps in the country, supporting the market's continuing development and our service export strategy.

Mega Lab is an important, separate, business line for the Group, the results of which are shown below in detail. Currently the process of centralising Group's internal lab demand - through collecting samples from the Group's hospitals and polyclinics throughout Georgia - is ongoing and will be completed by September of this year. Test results are distributed electronically to each hospital and polyclinic within the Group through the internal Laboratory Information Management System ("LIMS"), enabling us to be more efficient and provide a reliable service to our patients. Apart from serving the Group facilities, which cover only one-fourth of the laboratory's capacity, Mega Lab started to develop a retail network and capitalise on our pharmacy and distribution business' scale - being the largest retailer in the country. We have already opened a blood collection point in one of our pharmacies in June 2019 and plan to continue the process to arrive at c.50 blood collection points in coming years. The Mega Lab will also work on additional external contracts, serving healthcare facilities outside the Group.

Before opening Mega Lab, most of the Group's healthcare facilities had their own laboratory units and the Group owned one smaller scale lab facility (Patgeo, acquired in 2016). The results below for 2Q18 and 1H18 shows the numbers for Patgeo, which after opening Mega Lab, was fully consolidated into the diagnostics business 2019 results. The Group's healthcare facilities cost base for lab services remained the same with the opening of Mega Lab. Costs previously reflected as salaries and materials (mainly reagents) have simply been shifted to cost of providers.

Operating highlights:

-- Number of patients served in 2Q19 - c.60,000; in 1H19 - c.127,000

-- Number of tests performed in 2Q19 - c.184,000; in 1H19 - c.356,000

-- Average number of tests per patient in 2Q19 - c.3.1; in 1H19 - c.2.8

Income Statement, Diagnostics

 
 GEL thousands; unless otherwise                       Change,                       Change, 
  noted                                 2Q19    2Q18     Y-o-Y      1H19      1H18     Y-o-Y 
 Diagnostics revenue                   1,131     682     65.8%     2,285     1,378     65.8% 
 Costs of diagnostics                  (774)   (563)     37.5%   (1,605)   (1,077)     49.0% 
 Gross profit                            357     119       NMF       680       301       NMF 
 Salaries and other employee 
  benefits                             (281)    (45)       NMF     (515)      (90)       NMF 
 General and administrative 
  expenses excluding IFRS 16            (76)    (76)      0.3%     (160)     (132)     21.2% 
 Impairment of receivables                 -       -         -       (4)         -       NMF 
 Other operating income                   49       -       NMF        96       (4)       NMF 
 EBITDA excluding IFRS 16                 49     (2)       NMF        97        75     29.3% 
 EBITDA margin excluding IFRS 
  16                                    4.3%     NMF                4.2%      5.4% 
 IFRS 16 impact on EBITDA(15)              5       -       NMF        11         -       NMF 
    Depreciation and amortisation 
     excluding IFRS 16                  (60)    (47)     27.8%     (119)      (91)     30.8% 
 Depreciation and amortisation          (67)    (47)     42.7%     (132)      (91)     45.1% 
    Net interest income/ (expense) 
     excluding IFRS 16                     -       -       NMF         -         -         - 
 Net interest income (expense)           (1)       -       NMF       (1)         -       NMF 
    Net gains/(losses) from foreign 
     currencies excluding IFRS 
     16                                 (14)       1       NMF      (20)         1       NMF 
 Net gains/(losses) from foreign 
  currencies                            (14)       1       NMF      (20)         1       NMF 
 Net non-recurring income/(expense)        -    (16)       NMF       (5)      (27)       NMF 
 Profit before income tax expense       (29)    (64)       NMF      (50)      (42)       NMF 
 Income tax benefit/(expense)              -       -         -         -         -         - 
 Profit for the period excluding 
  IFRS 16                               (26)    (64)    -59.9%      (47)      (42)     11.9% 
 Profit for the period                  (29)    (64)    -55.1%      (50)      (42)     19.0% 
 

Revenue by types, diagnostics

 
 (GEL thousands, unless                   Change,                    Change, 
  otherwise noted)          2Q19   2Q18     Y-o-Y    1H19     1H18     Y-o-Y 
 Diagnostics revenue       1,131    682       NMF   2,285    1,378     65.8% 
       Contracts           1,071    682       NMF   2,180    1,378     58.2% 
       Walk-in                60      -       NMF     105        -       NMF 
 

In 2Q19 and 1H19 well over 90% of our diagnostics business revenue came from contracts, as mentioned above mainly from the Group's hospitals and clinics, by consolidating the demand for planned laboratory tests in Mega Lab. The c.5% of revenue from walk-in patients represents retail revenue which we plan to increase as the business continues to develop retail blood collection points as discussed above.

The diagnostics business continued its positive trend and, as in the first quarter, reached break even EBITDA in 2Q19, a significant achievement for a newly launched segment. The cost base for lab tests are the same as it was for our previously operated separate lab units in our healthcare facilities while the newly added diagnostics business already posts a positive margin due to the reduced cost of tests as a result of consolidation.

(15) Represents IFRS 16 impact on General and administrative expenses

SELECTED FINANCIAL INFORMATION

 
 Income Statement,               Hospitals                        Clinics                       Pharmacy and                   Medical insurance                 Diagnostics              Eliminations                GHG 
  half-year                                                                                      distribution 
 
 GEL thousands, 
  unless                                     Change,                         Change,                           Change,                         Change,                       Change,                                                 Change, 
  otherwise noted          1H19       1H18     Y-o-Y       1H19       1H18     Y-o-Y        1H19        1H18     Q-o-Q       1H19       1H18     Y-o-Y      1H19      1H18     Y-o-Y       1H19       1H18        1H19        1H18     Y-o-Y 
 
 Revenue, gross         148,992    132,080     12.8%     21,984     19,397     13.3%     295,193     254,191     16.1%     36,366     27,005     34.7%     2,285     1,378     65.8%   (31,948)   (14,571)     472,872     419,480     12.7% 
 Corrections & 
  rebates                 (994)    (1,462)    -32.0%      (170)      (318)    -46.5%           -           -         -          -          -         -         -         -         -          -          -     (1,164)     (1,780)    -34.6% 
 Revenue, net           147,998    130,618     13.3%     21,814     19,079     14.3%     295,193     254,191     16.1%     36,366     27,005     34.7%     2,285     1,378     65.8%   (31,948)   (14,571)     471,708     417,700     12.9% 
 Costs of services     (85,661)   (75,358)     13.7%   (12,467)   (10,944)     13.9%   (220,944)   (191,412)     15.4%   (31,916)   (23,792)     34.1%   (1,605)   (1,077)     49.0%     30,933     13,736   (321,660)   (288,847)     11.4% 
 Cost of salaries 
  and other employee 
  benefits             (51,430)   (46,069)     11.6%    (7,632)    (7,011)      8.9%           -           -         -          -          -         -     (549)     (478)     14.9%      3,078      2,015    (56,533)    (51,543)      9.7% 
 Cost of materials 
  and supplies         (25,300)   (21,693)     16.6%    (1,398)    (1,270)     10.1%           -           -         -          -          -         -     (821)     (586)     40.1%      3,042      4,726    (24,477)    (18,823)     30.0% 
 Cost of medical 
  service 
  providers             (2,107)    (1,760)     19.7%    (2,247)    (1,612)     39.4%           -           -         -          -          -         -      (46)         -       NMF      2,531      1,889     (1,869)     (1,483)     26.0% 
 Cost of utilities 
  and other             (6,824)    (5,836)     16.9%    (1,190)    (1,051)     13.2%           -           -         -          -          -         -     (189)      (13)       NMF        423        260     (7,780)     (6,640)     17.2% 
 Net insurance 
  claims 
  incurred                    -          -         -          -          -         -           -           -         -   (30,501)   (22,512)     35.5%         -         -         -      7,061      4,846    (23,440)    (17,666)     32.7% 
 Agents, brokers and 
  employee 
  commissions                 -          -         -          -          -         -           -           -         -    (1,415)    (1,280)     10.5%         -         -         -          -          -     (1,415)     (1,280)     10.5% 
 Cost of pharma - 
  wholesale                   -          -         -          -          -         -    (71,214)    (53,303)     33.6%          -          -         -         -         -         -     14,798          -    (56,416)    (53,303)      5.8% 
 Cost of pharma - 
  retail                      -          -         -          -          -         -   (149,730)   (138,109)      8.4%          -          -         -         -         -         -          -          -   (149,730)   (138,109)      8.4% 
 Gross profit            62,337     55,260     12.8%      9,347      8,135     14.9%      74,249      62,779     18.3%      4,450      3,213     38.5%       680       301    125.9%    (1,015)      (835)     150,048     128,853     16.4% 
 Salaries and other 
  employee benefits    (16,109)   (14,065)     14.5%    (3,539)    (3,290)      7.6%    (25,244)    (22,493)     12.2%    (2,106)    (1,846)     14.1%     (515)      (90)       NMF        196        552    (47,317)    (41,232)     14.8% 
 General and 
  administrative 
  expenses              (7,288)    (7,086)      2.9%    (2,174)    (1,957)     11.1%    (19,794)    (16,723)     18.4%      (909)      (682)     33.3%     (160)     (132)     21.2%        228        378    (30,097)    (26,202)     14.9% 
 Impairment of 
  receivables           (2,265)    (2,457)     -7.8%       (90)       (44)    104.5%       (179)        (25)       NMF      (217)      (159)     36.5%       (4)         -       NMF        443        284     (2,312)     (2,401)     -3.7% 
 Other operating 
  income                  1,327      2,878    -53.9%        439       (93)       NMF       1,876       1,023     83.4%        567        190    198.4%        96       (4)       NMF        149      (381)       4,454       3,613     23.3% 
 EBITDA excluding 
  IFRS 16                38,002     34,530     10.1%      3,983      2,751     44.8%      30,908      24,561     25.8%      1,785        716    149.3%        97        75     29.3%          1        (2)      74,776      62,631     19.4% 
 EBITDA margin 
  excluding 
  IFRS 16                 25.5%      26.1%                18.1%      14.2%                 10.5%        9.7%                 4.9%       2.7%                4.2%      5.4% 
 IFRS 16 impact on 
  EBITDA(16)                299          -       NMF        755          -       NMF       9,141           -       NMF        181          -       NMF        11         -       NMF          -          -      10,387           - 
 EBITDA as per 
  financial 
  statements             38,301     34,530     10.9%      4,738      2,751     72.2%      40,049      24,561     63.1%      1,966        716    174.6%       108        75     44.0%          1        (2)      85,163      62,631     36.0% 
     Depreciation 
      and 
      amortization 
      excluding 
      IFRS 16          (13,244)   (12,342)      7.3%    (2,485)    (2,614)     -4.9%     (1,426)     (1,124)     26.9%      (380)      (391)     -2.8%     (119)      (91)     30.8%          -          -    (17,654)    (16,562)      6.6% 
 Depreciation and 
  amortization         (13,599)   (12,342)     10.2%    (3,290)    (2,614)     25.9%     (9,240)     (1,124)       NMF      (548)      (391)     40.2%     (132)      (91)     45.1%          -          -    (26,809)    (16,562)     61.9% 
     Net interest 
      income 
      (expense) 
      excluding 
      IFRS 16          (13,168)   (10,556)     24.7%    (1,955)    (1,954)      0.1%     (5,892)     (5,515)      6.8%        313      (125)       NMF         -         -         -          -          -    (20,702)    (18,150)     14.1% 
 Net interest income 
  (expense)            (13,233)   (10,556)     25.4%    (2,212)    (1,954)     13.2%     (8,193)     (5,515)     48.6%        286      (125)       NMF       (1)         -       NMF          -          -    (23,353)    (18,150)     28.7% 
     Net 
      gains/(losses) 
      from foreign 
      currencies 
      excluding IFRS 
      16                (1,145)         39       NMF       (62)        (7)       NMF     (3,088)       2,129       NMF         71         88       NMF      (20)         1       NMF          -          -     (4,244)       2,250       NMF 
 Net gains/(losses) 
  from foreign 
  currencies            (1,552)         39       NMF      (895)        (7)       NMF     (6,546)       2,129       NMF         18         88       NMF      (20)         1       NMF          -          -     (8,995)       2,250       NMF 
 Net non-recurring 
  income/(expense)        (392)    (1,126)    -65.2%       (67)        276       NMF        (62)       (785)    -92.1%          -          -         -       (5)      (27)    -81.5%        (1)          -       (527)     (1,662)    -68.3% 
 Profit before 
  income 
  tax expense             9,525     10,545     -9.7%    (1,726)    (1,548)     11.5%      16,008      19,266    -16.9%      1,722        288       NMF      (50)      (42)     19.0%          -        (2)      25,479      28,507    -10.6% 
 Income tax 
  benefit/(expense)           -       (74)       NMF          -          -         -        (69)           -       NMF      (288)       (43)       NMF         -         -         -          -          -       (357)       (117)    205.1% 
 Profit for the 
  period 
  excluding IFRS 16      10,053     10,471     -4.0%      (586)    (1,548)    -62.1%      20,371      19,266      5.7%      1,501        245    512.7%      (47)      (42)     11.9%          -        (2)      31,292      28,390     10.2% 
 Attributable to: 
  - shareholders of 
   the Company            7,282      8,256    -11.8%      (620)    (1,502)    -58.7%      12,162      11,234      8.3%      1,501        245       NMF      (47)      (42)     11.9%          -        (2)      20,278      18,189     11.5% 
  - non-controlling 
   interests              2,771      2,215     25.1%         34       (46)       NMF       8,209       8,032      2.2%          -          -         -         -         -         -          -          -      11,014      10,201      8.0% 
 
 Profit for the 
  period                  9,525     10,471     -9.0%    (1,726)    (1,548)     11.5%      15,939      19,266    -17.3%      1,434        245    485.3%      (50)      (42)     19.0%          -        (2)      25,122      28,390    -11.5% 
 Attributable to: 
  - shareholders of 
   the Company            6,754      8,256    -18.2%    (1,760)    (1,502)     17.2%       9,193      11,234    -18.2%      1,434        245    485.3%      (50)      (42)     19.0%          -        (2)      15,571      18,189    -14.4% 
  - non-controlling 
   interests              2,771      2,215     25.1%         34       (46)       NMF       6,746       8,032    -16.0%          -          -         -         -         -         -          -          -       9,551      10,201     -6.4% 
 
 

(16) Represents IFRS 16 impact on General and administrative expenses

 
 Income Statement,                                                                             Clinics                                                                                                        Medical insurance 
  Quarterly                               Hospitals                                                                                              Pharmacy and distribution 
 
 GEL thousands, 
  unless                                    Change,              Change,                       Change,             Change,                          Change,               Change,                            Change,              Change, 
  otherwise noted         2Q19       2Q18     Y-o-Y       1Q19     Q-o-Q      2Q19      2Q18     Y-o-Y      1Q19     Q-o-Q        2Q19       2Q18     Y-o-Y        1Q19     Q-o-Q          2Q19       2Q18     Y-o-Y       1Q19     Q-o-Q 
 
 Revenue, gross         74,218     67,790      9.5%     74,774     -0.7%    10,877     9,963      9.2%    11,107     -2.1%     149,414    127,323     17.4%     145,779      2.5%        18,873     13,703     37.7%     17,493      7.9% 
 Corrections & 
  rebates                (532)      (867)    -38.6%      (462)     15.1%      (73)     (220)    -66.8%      (97)    -24.7%           -          -         -           -         -             -          -         -          -         - 
 Revenue, net           73,686     66,923     10.1%     74,312     -0.8%    10,804     9,743     10.9%    11,010     -1.9%     149,414    127,323     17.4%     145,779      2.5%        18,873     13,703     37.7%     17,493      7.9% 
 Costs of services    (42,640)   (38,875)      9.7%   (43,021)     -0.9%   (6,223)   (5,521)     12.7%   (6,244)     -0.3%   (113,463)   (95,862)     18.4%   (107,481)      5.6%      (16,233)   (11,898)     36.4%   (15,683)      3.5% 
 Cost of salaries 
  and other 
  employee 
  benefits            (26,189)   (24,117)      8.6%   (25,241)      3.8%   (3,789)   (3,563)      6.3%   (3,843)     -1.4%           -          -         -           -         -             -          -         -          -         - 
 Cost of materials 
  and supplies        (12,281)   (11,041)     11.2%   (13,019)     -5.7%     (721)     (669)      7.8%     (677)      6.5%           -          -         -           -         -             -          -         -          -         - 
 Cost of medical 
  service 
  providers            (1,095)      (922)     18.8%    (1,012)      8.2%   (1,183)     (817)     44.8%   (1,064)     11.2%           -          -         -           -         -             -          -         -          -         - 
 Cost of utilities 
  and other            (3,075)    (2,794)     10.1%    (3,749)    -18.0%     (530)     (472)     12.3%     (660)    -19.7%           -          -         -           -         -             -          -         -          -         - 
 Net insurance 
  claims 
  incurred                   -          -         -          -         -         -         -         -         -         -           -          -         -           -         -      (15,587)   (11,294)     38.0%   (14,914)      4.5% 
 Agents, brokers 
  and 
  employee 
  commissions                -          -         -          -         -         -         -         -         -         -           -          -         -           -         -         (646)      (604)      7.0%      (769)    -16.0% 
 Cost of pharma - 
  wholesale                  -          -         -          -         -         -         -         -         -         -    (37,097)   (27,206)     36.4%    (34,117)      8.7%             -          -         -          -         - 
 Cost of pharma - 
  retail                     -          -         -          -         -         -         -         -         -         -    (76,366)   (68,656)     11.2%    (73,364)      4.1%             -          -         -          -         - 
 Gross profit           31,046     28,048     10.7%     31,291     -0.8%     4,581     4,222      8.5%     4,766     -3.9%      35,951     31,461     14.3%      38,298     -6.1%         2,640      1,805     46.3%      1,810     45.9% 
 Salaries and other 
  employee benefits    (8,157)    (7,235)     12.7%    (7,952)      2.6%   (1,783)   (1,647)      8.3%   (1,756)      1.5%    (12,580)   (11,299)     11.3%    (12,664)     -0.7%       (1,189)    (1,063)     11.9%      (917)     29.7% 
 General and 
  administrative 
  expenses             (3,861)    (3,759)      2.7%    (3,427)     12.7%   (1,092)   (1,055)      3.5%   (1,082)      0.9%     (9,885)    (8,473)     16.7%     (9,909)     -0.2%         (469)      (332)     41.3%      (440)      6.6% 
 Impairment of 
  receivables          (1,128)    (1,271)    -11.3%    (1,137)     -0.8%      (15)      (28)    -46.8%      (75)    -80.0%       (121)        (5)       NMF        (58)    108.6%         (114)       (61)     86.9%      (103)     10.7% 
 Other operating 
  income                   940      1,639    -42.6%        387    142.9%       216     (116)       NMF       223     -3.1%       1,982        233       NMF       (106)       NMF           355        163    117.8%        212     67.5% 
 EBITDA excluding 
  IFRS 16               18,840     17,421      8.1%     19,162     -1.7%     1,907     1,376     38.6%     2,076     -8.1%      15,347     11,917     28.8%      15,561     -1.4%         1,223        512    138.9%        562    117.6% 
 EBITDA margin 
  excluding 
  IFRS 16                25.4%      25.7%                25.6%               17.5%     13.8%               18.7%                 10.3%       9.4%                 10.7%                    6.5%       3.7%                 3.2% 
 IFRS 16 impact on 
  EBITDA(17)               120          -       NMF        179                 301         -       NMF       454                 4,739          -       NMF       4,402      7.7%            96          -       NMF         85     12.9% 
 EBITDA as per 
  financial 
  statements            18,960     17,421      8.8%     19,341     -2.0%     2,208     1,376     60.5%     2,530    -12.7%      20,086     11,917     68.5%      19,963      0.6%         1,319        512    157.6%        647    103.9% 
    Depreciation 
     and 
     amortization 
     excluding 
     IFRS 16           (6,728)    (6,771)     -0.6%    (6,516)      3.3%   (1,257)   (1,265)     -0.6%   (1,228)      2.4%       (738)      (576)     28.1%       (688)      7.3%         (191)      (187)      2.1%      (189)      1.1% 
 Depreciation and 
  amortization         (6,920)    (6,771)      2.2%    (6,679)      3.6%   (1,664)   (1,265)     31.6%   (1,626)      2.4%     (4,702)      (576)       NMF     (4,538)      3.6%         (279)      (187)     49.2%      (269)      3.7% 
    Net interest 
     income 
     (expense) 
     excluding 
     IFRS 16           (6,586)    (5,844)     12.7%    (6,582)      0.1%     (998)     (974)      2.5%     (957)      4.3%     (2,943)    (2,758)      6.7%     (2,949)     -0.2%           186       (11)       NMF        127     46.5% 
 Net interest 
  income 
  (expense)            (6,620)    (5,844)     13.3%    (6,613)      0.1%   (1,126)     (974)     15.6%   (1,086)      3.7%     (4,141)    (2,758)     50.1%     (4,052)      2.2%           173       (11)       NMF        113     53.1% 
    Net 
     gains/(losses) 
     from foreign 
     currencies 
     excluding IFRS 
     16                (1,052)         60       NMF       (93)       NMF      (35)       (3)       NMF      (27)     30.0%     (3,294)        243       NMF         206       NMF             8         50    -84.0%         63    -87.3% 
 Net gains/(losses) 
  from foreign 
  currencies           (1,437)         60       NMF      (115)       NMF     (834)       (3)       NMF      (61)       NMF     (6,519)        243       NMF        (27)       NMF          (41)         50       NMF         59       NMF 
 Net non-recurring 
  income/(expense)       (288)      (247)     16.5%      (104)    176.8%      (15)      (10)     50.0%      (52)    -71.2%        (68)      (374)    -81.8%           6       NMF             -          -         -          -         - 
 Profit before 
  income 
  tax expense            3,695      4,619    -20.0%      5,830    -36.6%   (1,431)     (876)     63.4%     (295)       NMF       4,656      8,452    -44.9%      11,352    -59.0%         1,172        364    222.0%        550    113.1% 
 Income tax 
  benefit/(expense)          -       (74)       NMF          -         -         -         2       NMF         -         -        (69)          -       NMF           -       NMF         (203)       (43)       NMF       (85)    138.8% 
 Profit for the 
  period 
  excluding IFRS 16      4,186      4,545     -7.9%      5,867    -28.6%     (398)     (874)    -54.4%     (188)    112.0%       8,235      8,452     -2.6%      12,136    -32.1%         1,023        321    218.7%        478    114.0% 
 Attributable to: 
  - shareholders of 
   the Company           2,927      3,749    -21.9%      4,354    -32.8%     (412)     (857)    -51.9%     (208)     98.0%       4,770      4,500      6.0%       7,392    -35.5%         1,023        321    218.7%        478    114.0% 
  - non-controlling 
   interests             1,259        796     58.2%      1,513    -16.8%        14      (17)       NMF        20    -31.1%       3,465      3,952    -12.3%       4,744    -27.0%             -          -         -          -         - 
 
 Profit for the 
  period                 3,695      4,545    -18.7%      5,830    -36.6%   (1,431)     (874)     63.8%     (295)       NMF       4,587      8,452    -45.7%      11,352    -59.6%           969        321    201.9%        465    108.4% 
 Attributable to: 
  - shareholders of 
   the Company           2,436      3,749    -35.0%      4,317    -43.6%   (1,445)     (857)     68.7%     (315)       NMF       2,326      4,500    -48.3%       6,867    -66.1%           969        321    201.9%        465    108.4% 
  - non-controlling 
   interests             1,259        796     58.2%      1,513    -16.8%        14      (17)       NMF        20    -31.1%       2,261      3,952    -42.8%       4,485    -49.6%             -          -         -          -         - 
 
 

(17) Represents IFRS 16 impact on General and administrative expenses

 
 Income Statement,                        Diagnostics                           Eliminations                                GHG 
 Quarterly 
 
 GEL thousands, 
  unless                              Change,           Change,                                                            Change,               Change, 
  otherwise noted      2Q19    2Q18     Y-o-Y    1Q19     Q-o-Q       2Q19      2Q18        1Q19        2Q19        2Q18     Y-o-Y        1Q19    Q-o-Q 
 
 Revenue, gross       1,131     682     65.8%   1,154     -2.0%   (16,853)   (7,670)    (15,095)     237,660     211,791     12.2%     235,211      1.0% 
 Corrections & 
  rebates                 -       -         -       -         -          -         -           -       (605)     (1,087)    -44.3%       (559)      8.2% 
 Revenue, net         1,131     682       NMF   1,154     -2.0%   (16,853)   (7,670)    (15,095)     237,055     210,704     12.5%     234,652      1.0% 
 Costs of services    (774)   (563)     37.5%   (831)     -6.9%     16,170     7,024      14,763   (163,163)   (145,694)     12.0%   (158,497)      2.9% 
 Cost of salaries 
  and other 
  employee benefits   (260)   (238)      9.2%   (289)    -10.0%      1,660     1,077       1,418    (28,578)    (26,842)      6.5%    (27,955)      2.2% 
 Cost of materials 
  and 
  supplies            (428)   (318)     34.6%   (393)      8.9%      1,366     2,542       1,676    (12,064)     (9,486)     27.2%    (12,413)     -2.8% 
 Cost of medical 
  service 
  providers            (45)       -       NMF     (1)       NMF      1,253       989       1,278     (1,070)       (750)     42.7%       (799)     33.9% 
 Cost of utilities 
  and 
  other                (41)     (7)       NMF   (148)    -72.3%        203       203         220     (3,443)     (3,070)     12.1%     (4,337)    -20.6% 
 Net insurance 
  claims incurred         -       -         -       -         -      3,775     2,213       3,286    (11,812)     (9,080)     30.1%    (11,628)      1.6% 
 Agents, brokers 
  and employee 
  commissions             -       -         -       -         -          -         -           -       (646)       (604)      7.0%       (769)    -16.0% 
 Cost of pharma - 
  wholesale               -       -         -       -         -      7,913         -   6,885(18)    (29,184)    (27,206)      7.3%    (27,232)      7.2% 
 Cost of pharma - 
  retail                  -       -         -       -         -          -         -           -    (76,366)    (68,656)     11.2%    (73,364)      4.1% 
 Gross profit           357     119      200%     323     10.5%      (683)     (646)       (332)      73,892      65,010     13.7%      76,155     -3.0% 
 Salaries and other 
  employee 
  benefits            (281)    (45)       NMF   (234)     20.0%         67       495         129    (23,922)    (20,793)     15.1%    (23,395)      2.3% 
 General and 
  administrative 
  expenses             (76)    (76)      0.3%    (84)     -9.3%         93       130         135    (15,290)    (13,565)     12.7%    (14,808)      3.3% 
 Impairment of 
  receivables             -       -         -     (4)       NMF        238       152         205     (1,140)     (1,213)     -6.0%     (1,172)     -2.7% 
 Other operating 
  income                 49       -       NMF      47      4.3%        284     (134)       (135)       3,826       1,793    113.4%         629       NMF 
 EBITDA excluding 
  IFRS 
  16                     49     (2)       NMF      48      2.2%        (1)       (2)           2      37,365      31,232     19.6%      37,409     -0.1% 
 EBITDA margin 
  excluding 
  IFRS 16              4.3%     NMF              4.2%                    -                             15.7%       14.7%                 15.9% 
 IFRS 16 impact on 
  EBITDA(19)              5       -       NMF       6    -16.7%          -         -           -       5,261           -       NMF       5,126      2.6% 
 EBITDA as per 
  financial 
  statements             54     (2)       NMF      54      0.0%        (1)       (2)           2      42,626      31,232     36.5%      42,535      0.2% 
    Depreciation 
     and 
     amortization 
     excluding IFRS 
     16                (60)    (47)     27.8%    (59)      1.8%          -         -           -     (8,975)     (8,847)      1.4%     (8,679)      3.4% 
 Depreciation and 
  amortization         (67)    (47)     42.7%    (65)      3.2%          -         -           -    (13,633)     (8,847)     54.1%    (13,177)      3.5% 
    Net interest 
     income 
     (expense) 
     excluding IFRS 
     16                   -       -       NMF       -       NMF          -         -           -    (10,341)     (9,587)      7.9%    (10,362)     -0.2% 
 Net interest 
  income (expense)      (1)       -       NMF       -       NMF          -         -           -    (11,715)     (9,587)     22.2%    (11,638)      0.7% 
    Net 
     gains/(losses) 
     from 
     foreign 
     currencies 
     excluding 
     IFRS 16           (14)       1       NMF     (6)    140.0%          -         -           -     (4,388)         351       NMF         145       NMF 
 Net gains/(losses) 
  from 
  foreign 
  currencies           (14)       1       NMF     (6)    140.0%          -         -           -     (8,846)         351       NMF       (148)       NMF 
 Net non-recurring 
  income/(expense)        -    (16)       NMF     (5)       NMF          -         -         (1)       (371)       (656)    -43.5%       (155)    139.3% 
 Profit before 
  income tax 
  expense              (29)    (64)    -55.1%    (22)     30.6%        (1)       (2)           1       8,062      12,493    -35.5%      17,417    -53.7% 
 Income tax 
  benefit/(expense)       -       -         -       -         -          -         -           -       (272)       (115)       NMF        (85)    220.0% 
 Profit for the 
  period 
  excluding IFRS 16    (26)    (64)    -59.9%    (22)     16.6%        (1)       (2)           1      13,019      12,378      5.2%      18,273    -28.8% 
 Attributable to: 
  - shareholders of 
   the 
   Company             (26)    (64)    -59.9%    (22)     16.6%        (1)       (2)           1       8,281       7,647      8.3%      11,995    -31.0% 
  - non-controlling 
   interests              -       -         -       -         -          -         -           -       4,738       4,731      0.1%       6,277    -24.5% 
 
 Profit for the 
  period               (29)    (64)    -55.1%    (22)     30.6%        (1)       (2)           1       7,790      12,378    -37.1%      17,332    -55.1% 
 Attributable to: 
  - shareholders of 
   the 
   Company             (29)    (64)    -55.1%    (22)     30.6%        (1)       (2)           1       4,256       7,647    -44.3%      11,310    -62.4% 
  - non-controlling 
   interests              -       -         -       -         -          -         -           -       3,534       4,731    -25.3%       6,022    -41.3% 
 
 

(18) Elimination of cost of pharmaceuticals of the centralised medicine procurement entity (the entity which was transferred from healthcare services business to pharmacy and distribution business) was re-allocated from cost of materials and supplies to cost of pharmaceuticals. This is just a reclassification between the two elimination lines and does not affect either gross profit, EBITDA of net profit of the Group

(19) Represents IFRS 16 impact on General and administrative expenses

 
 Selected 
 Balance 
 Sheet items                          Hospitals                                              Clinics                                      Pharmacy and distribution 
 GEL thousands; unless 
  otherwise noted 
                  30-Jun               Change,               Change,    30-Jun               Change,               Change,    30-Jun               Change,               Change, 
                     -19   30-Jun-18     Y-o-Y   31-Mar-19     Q-o-Q       -19   30-Jun-18     Y-o-Y   31-Mar-19     Q-o-Q       -19   30-Jun-18     Y-o-Y   31-Mar-19     Q-o-Q 
 Assets: 
 Cash and bank 
  deposits         2,907       9,172    -68.3%       7,536    -61.4%       283       1,841    -84.6%         616    -54.1%     9,702       5,210     86.2%       7,268     33.5% 
 Property and 
  equipment, 
  of which       525,783     522,885      0.6%     526,836     -0.2%   113,333     101,774     11.4%     112,850      0.4%    99,506      27,800    257.9%      97,317      2.2% 
    IFRS 16 
     impact        1,929           -                 1,930               8,297           -                 8,322              68,902           -                65,307 
 Inventory        16,113      14,615     10.2%      17,439     -7.6%     1,106         821     34.7%       1,035      6.9%   138,813      98,208     41.3%     127,512      8.9% 
 Liabilities: 
 Borrowed 
  Funds          250,563     240,464      4.2%     246,565      1.6%    35,687      33,140      7.7%      34,592      3.2%    79,489      81,476     -2.4%      91,734    -13.3% 
 Accounts 
  payable         30,436      26,974     12.8%      31,993     -4.9%     5,637       3,323     69.6%       3,499     61.1%   100,349      60,042     67.1%      81,055     23.8% 
 Finance lease 
  liabilities      1,984           -       NMF       1,994     -0.5%     9,045       8,051     12.3%       8,615      5.0%    74,066           -       NMF      66,702     11.0% 
 
 
 
    Selected                       Medical Insurance                                       Diagnostics 
    Balance 
  Sheet items                                                                                                                          Eliminations                                         GHG 
 GEL thousands; 
 unless 
 otherwise 
 noted 
                   30-Jun               Change,               Change,   30-Jun               Change,               Change,     30-Jun                               30-Jun                 Change,               Change, 
                      -19   30-Jun-18     Y-o-Y   31-Mar-19     Q-o-Q      -19   30-Jun-18     Y-o-Y   31-Mar-19     Q-o-Q        -19   30-Jun-18   31-Mar-19          -19   30-Jun-18       Y-o-Y   31-Mar-19     Q-o-Q 
 Assets 
 Cash and bank 
  deposits         14,228      10,343     37.6%      12,124     17.4%       87         129    -32.6%          52     67.3%          -           -           -       27,207      26,695        1.9%      27,596     -1.4% 
 Property and 
  equipment, of 
  which            15,939      15,021      6.1%      16,036     -0.6%   14,531      14,187      2.4%      14,415      0.8%          -           -           -      769,092     681,667       12.8%     767,454      0.2% 
    IFRS 16 
     impact           780           -                   810                  -                                 9                    -           -           -       79,908           -                  76,379 
 Inventory              -                     -           -         -    1,100         538    104.5%         512    114.8%          -           -           -      157,132     114,182       37.6%     146,499      7.3% 
 Liabilities: 
 Borrowed Funds     5,651       8,281    -31.8%       5,939     -4.8%        -           -         -           -         -    (2,495)           -     (5,085)      368,895     363,361        1.5%     373,745     -1.3% 
 Accounts 
  payable               -           -         -           -         -    1,014         879     15.4%         937      8.2%   (17,652)     (7,911)    (13,482)      119,784      83,307       43.8%     104,001     15.2% 
 Finance lease 
  liabilities         847           -       NMF         823      2.9%        -           -         -          10       NMF          -           -           -   85,942(20)       8,051         NMF      78,145     10.0% 
 
 

(20) Out of which GEL 77.2 million accounts for IFRS 16 impact

 
 Selected ratios and KPIs                             2Q19          2Q18          1Q19              1H19          1H18 
 GHG 
 EPS, GEL excluding IFRS 16                           0.06          0.06          0.09              0.15          0.14 
 EPS adjusted(21) , GEL excluding 
  IFRS 16                                             0.09          0.06          0.09              0.19          0.14 
 ROIC (%)                                            12.2%         10.2%         12.3%             12.2%         10.4% 
 ROIC adjusted(22) (%)                               14.4%         13.8%         14.4%             14.4%         13.7% 
 Group rent expenditure                              6,118         4,754         5,896            12,014         9,478 
     of which, pharmacy and distribution 
      business                                       5,555         4,474         5,325            10,880         8,529 
 Group capex (maintenance)                           3,878         2,145         3,184             7,062         4,440 
 Group capex (growth)                                7,282        13,555         6,321            13,603        36,060 
 
 Number of employees                                16,173        15,544        16,092            16,173        15,544 
 Number of physicians                                3,645         3,578         3,635             3,645         3,578 
 Number of nurses                                    3,425         3,323         3,404             3,425         3,323 
 Nurse to doctor ratio, referral 
  hospitals                                           0.94          0.93          0.94              0.94          0.93 
 Number of pharmacists                               2,983         2,762         2,971             2,983         2,762 
 
 Total number of shares                        131,681,820   131,681,820   131,681,820       131,681,820   131,681,820 
 Less: Treasury shares                         (2,452,449)   (2,763,916)   (2,777,744)       (2,452,449)   (2,763,916) 
 Shares outstanding                            129,229,371   128,917,904   128,904,076       129,229,371   128,917,904 
 Of which: 
 Total free float                               54,110,868    53,799,401    54,154,256        54,110,868    53,799,401 
 Shares held by Georgia Capital 
  PLC                                           75,118,503    75,118,503    74,749,820        75,118,503    75,118,503 
 
 Hospitals 
 EBITDA margin excluding IFRS 
  16                                                 25.4%         25.7%         25.6%             25.5%         26.1% 
 Direct salary rate (direct salary 
  as % of revenue)                                   35.3%         35.6%         33.8%             34.5%         34.9% 
 Materials rate (direct materials 
  as % of revenue)                                   16.5%         16.3%         17.4%             17.0%         16.4% 
 Administrative salary rate (administrative 
  salaries as % of revenue)                          11.0%         10.7%         10.6%             10.8%         10.6% 
 SG&A rate (SG&A expenses as % 
  of revenue)                                         5.2%          5.5%          4.6%              4.9%          5.4% 
 
 Number of hospitals                                    18            18            18                18            18 
 Number of hospital beds                             2,967         2,967         2,967             2,967         2,967 
 Hospitals bed occupancy rate(23)                    59.6%         53.6%         62.3%             60.9%         56.1% 
 Hospitals bed occupancy rate, 
  excluding Tbilisi Referral Hospital 
  and Regional Hospital beds(23)                     64.1%         61.2%         67.2%             65.6%         63.1% 
 Regional Hospital bed occupancy 
  rate(23)                                           38.6%           N/A         35.6%             37.1%           N/A 
 Tbilisi Referral Hospital bed 
  occupancy rate(23)                                 46.9%         34.2%         52.2%             49.5%         33.8% 
 Average length of stay (days)(23)                     5.4           5.4           5.4               5.4           5.5 
 
 Clinics 
 EBITDA margin excluding IFRS 
  16                                                 17.5%         13.8%         18.7%             18.1%         14.2% 
 EBITDA margin of polyclinics 
  excluding IFRS 16                                  16.3%         15.6%         14.6%             15.6%         14.8% 
 Direct salary rate (direct salary 
  as % of revenue)                                   34.8%         35.8%         34.6%             34.7%         36.1% 
 Materials rate (direct materials 
  as % of revenue)                                    6.6%          6.7%          6.1%              6.4%          6.5% 
 
 Number of community clinics                            19            19            19                19            19 
 Number of community clinics beds                      353           353           353               353           353 
 Number of polyclinics                                  15            16            16                15            16 
 
 Pharmacy and distribution 
 EBITDA margin excluding IFRS 
  16                                                 10.3%          9.4%         10.7%             10.5%          9.7% 
 Number of bills issued                            7.07mln       6.74mln       7.16mln          14.24mln      13.44mln 
 Average bill size                                    14.2          13.0          13.7              13.8          13.9 
 Revenue from wholesale as a percentage 
  of total revenue from pharma                       29.0%         26.7%         28.9%             29.0%         25.9% 
 Revenue from retail as a percentage 
  of total revenue from pharma                       71.0%         73.3%         71.1%             71.0%         74.1% 
 Revenue from para-pharmacy as 
  a percentage of retail revenue 
  from pharma                                        31.4%         30.1%         29.3%             30.3%         29.4% 
 
 Number of pharmacies                                  279           259           276               279           259 
 
 Medical insurance 
 Loss ratio                                          82.6%         82.4%         85.3%             83.9%         83.4% 
 Expense ratio excluding IFRS 
  16, of which                                       11.9%         15.2%         12.6%             12.3%         15.4% 
 Commission ratio                                     3.4%          4.4%          4.4%              3.9%          4.7% 
 Combined ratio excluding IFRS 
  16                                                 94.5%         97.6%         97.9%             96.1%         98.8% 
 Renewal rate                                        81.3%         70.1%         74.4%             77.5%         71.8% 
 
 Diagnostics 
 EBITDA margin excluding IFRS 
  16 impact                                           4.3%           NMF          4.2%              4.2%          5.4% 
 Number of patients served ('000)                       60           N/A            67               127           N/A 
 Number of tests performed ('000)                      184           N/A           172               356           N/A 
 Average revenue per test GEL                          6.1           N/A           6.7               6.4           N/A 
 Average number of tests per patient                   3.1           N/A           2.6               2.8           N/A 
 
 

21 Adjusted for non-recurring items and foreign currency losses

(22) Return on invested capital is adjusted to exclude newly launched hospitals and polyclinics that are in roll-out phase

23 Excluding emergency beds

Principal risks and uncertainties

All principal risks identified by the Board may have an impact on our business strategic objectives. These principal risks are described in the table that follows, together with the relevant strategic business objectives, key risk drivers/trends and the mitigation actions we have taken. It is recognised that the Group is exposed to risks wider than those listed. We disclose those we believe are likely to have the greatest impact on our business at this moment in time and which have been the subject of debate at recent Board, Audit or Clinical Quality and Safety Committee meetings. The order in which the Principal Risks and Uncertainties appear does not denote their order of priority. It is not possible to fully mitigate against all of our risks. Any system of risk management and internal control is designed to manage rather than eliminate the risk of failure to achieve business objectives and can only provide reasonable and not absolute assurance against material misstatement or loss.

 
 Principal Risk/Uncertainty          Key Drivers/Trends                 Mitigation 
----------------------------------  ---------------------------------  --------------------------------- 
 Compliance 
----------------------------------  ---------------------------------  --------------------------------- 
 
   The Group operates                  There are periodic                 We engage in constructive 
   across the healthcare               changes to applicable              dialogue with regulatory 
   ecosystem and is subject            regulations, including             and Governmental bodies, 
   to a complex spectrum               the UHC.                           where possible, on potential 
   of laws, regulations                                                   changes to legislation. 
   and codes.                          Our healthcare service 
                                       business includes a                We have policies, procedures 
   The Group operates                  network of different               and controls to fulfil 
   in an emerging and                  hospitals and a nationwide         our compliance obligations, 
   developing market                   chain of polyclinics,              for example, Infection 
   in which legislation                each of which must                 Control Management, 
   is evolving and there               comply with extensive              Quality Management, 
   may be further changes              specific requirements,             Sentinel Event Management, 
   which affect the Group's            including, documentation           Waste Management, Fire 
   business.                           processing and maintenance         Safety Management and 
                                       requirements.                      Radiation Safety Management. 
   Impact 
   Non-compliance with                 Regulatory authorities             We have extensive process 
   applicable laws, regulations,       (the Social Services               management systems in 
   codes, authority or                 Agency and the State               place that aim to ensure 
   regulatory requirements,            agency for supervision             that the processes are 
   including those specific            of medical activities)             carried out to a consistent 
   to tax, insurance                   conduct periodic inspections       standard and in compliance 
   or healthcare, or                   of Group clinics in                with Georgian regulatory 
   the settling of disputes            order to determine                 requirements. 
   or lawsuits, could                  compliance with relevant 
   lead to financial                   regulatory requirements,           Through a team of experienced 
   detriment, penalties,               and have imposed penalties 
   increased costs of                  for errors and non-compliance 
   operations, censure,                in the past.                       practitioners and a 
   regulatory investigation                                               quality control unit, 
   and reputational impact.            The Group is involved              we carry out regular 
                                       in contractual and                 internal audits. Their 
   Inadequate record-keeping           other disputes and                 programme and audit 
   or documentation of                 litigation.                        results are reviewed 
   medical matters and                                                    by the Clinical Quality 
   patient data could                  Georgia's existing                 and Safety Committee 
   lead to medical or                  anti-monopoly legislation          every quarter. Outcomes 
   administrative errors               may have an impact                 and changes to process 
   and regulatory breaches             on our acquisitions                are circulated throughout 
   which could impact                  as we will be required             the Group. 
   our financial performance.          to seek prior approval 
                                       from the Competition               Through a Regulatory 
                                       Authority to proceed               Risks Unit, we perform 
                                       with certain future                a consolidated review 
                                       acquisitions.                      of all key regulatory 
                                                                          compliance risks within 
                                                                          the network of the Group's 
                                                                          clinics, analyse and 
                                                                          report on findings identified 
                                                                          as a result of past 
                                                                          inspections carried 
                                                                          out by the unit as well 
                                                                          as by the Regulatory 
                                                                          Authorities, and prepare 
                                                                          detailed action plans 
                                                                          for individual clinics 
                                                                          in order to mitigate 
                                                                          risk of future non-compliance. 
 
                                                                          We involve our Legal 
                                                                          Department in every 
                                                                          material contract, contractual 
                                                                          disputes and litigation. 
 
                                                                          The Tax Unit of our 
                                                                          Finance Department follows 
                                                                          changes in tax legislation 
                                                                          and initiatives, checks 
                                                                          compliance with respective 
                                                                          rules and is involved 
                                                                          in contract execution 
                                                                          processes. 
----------------------------------  ---------------------------------  --------------------------------- 
 Recruitment and retention of skilled medical practitioners 
-------------------------------------------------------------------------------------------------------- 
 
   Our performance                   There is a shortage of               We prioritise investment 
   depends on our                    suitably skilled doctors,            in recruitment and talent 
   ability to recruit                nurses and other healthcare          development programmes, 
   and retain high-                  professionals in Georgia.            training and retention 
   quality doctors,                                                       of our professionals. 
   nurses and other                  Our hospital and outpatient          We operate incentive 
   healthcare professionals.         network has grown rapidly            schemes, which for example 
                                     during the last several              offer bonuses and enhanced 
   The success of                    years, including 2019,               benefits. We have successfully 
   our healthcare                    and requires human resources         attracted a number of 
   services depends                  with the skills and experience       western trained Georgian 
   in part on our                    to service it across a               doctors to our Group 
   ability to recruit,               range of specialties.                and are continuing our 
   train and retain                                                       efforts to that end. 
   an appropriate 
   number of highly                                                       We continue to expand 
   skilled physicians,                                                    the size of both our 
   nurses, technicians                                                    nurse college and residency 
   and other healthcare                                                   programme and to broaden 
   professionals in                                                       the specialties covered 
   order to deliver                                                       in order to source specialists 
   international standards                                                in the fields where 
   of care, offer                                                         we have a shortage of 
   greater diversity                                                      doctors. Incentives 
   of services to                                                         are offered to graduates 
   better satisfy                                                         of the programme to 
   our population's                                                       accept employment within 
   needs, and provide                                                     our network. 
   the latest treatments 
   using technologically                                                  Engagement with medical 
   advanced equipment.                                                    schools and nursing 
                                                                          programmes as well as 
   Impact                                                                 our scholarship programmes 
   If we are unable                                                       enable us to recruit 
   to effectively                                                         talented graduates. 
   attract, recruit 
   and retain qualified                                                   We are committed to 
   doctors, nurses                                                        expanding our programmes 
   and other healthcare                                                   and increasing our capacity. 
   professionals,                                                         Talent and training 
   our ability to                                                         development programmes, 
   provide efficient                                                      have been successful 
   and diverse healthcare                                                 in expanding our specialist 
   services and sophisticated                                             capability, enhancing 
   treatments and                                                         the skills of our experienced 
   retain and attract                                                     specialist doctors and 
   new patients, as                                                       nurses and creating 
   well as our business                                                   an internal talent pipeline 
   and results of                                                         of younger doctors and 
   operations may                                                         nurses. We also offer 
   be adversely affected.                                                 programmes for doctors 
                                                                          to study abroad as well 
                                                                          as receive on-the-job 
                                                                          training by our own 
                                                                          specialists and doctors 
                                                                          from abroad. We continue 
                                                                          to expand our training 
                                                                          and development programmes 
                                                                          to a larger group of 
                                                                          doctors and nurses. 
--------------------------------  -----------------------------------  --------------------------------- 
 
 
 
 Principal Risk/Uncertainty                                               Key Drivers/Trends     Mitigation 
-----------------------------------------------------------------------  ---------------------  ---------------------- 
 Clinical risk 
-----------------------------------------------------------------------  ---------------------  ---------------------- 
 
             Hospital acquired                                             Our operations         We continue to 
             infections and communicable                                   involve                prioritise 
             diseases at any of                                            treatment of           and enhance our 
             our facilities, and                                           patients               infection 
             especially their epidemic                                     with a variety of      control and 
             or outbreak, could                                            infections             prevention 
             adversely affect our                                          and communicable       (ICP) programme. ICP 
             patients and our business,                                    diseases.              working groups and 
             in common with other                                          Failures in            multidisciplinary 
             healthcare facilities                                         prevention             infection control 
             worldwide.                                                    could result in        committees 
                                                                           intra-hospital         are established in 
             If our hospitals fail                                         infections,            the 
             to carry out accurate                                         especially             hospitals and in the 
             and timely prevention                                         in high risk areas     head office. 
             activities, or to                                             such as intensive      Infection 
             comply with internationally                                   care                   control nurse 
             recognised clinical                                           units, emergency       position 
             care and quality standards,                                   departments            is set up in 
             previously uninfected                                         and operating          referral 
             people may contract                                           theatres.              hospitals and 
             and spread serious                                                                   specially 
             communicable diseases.                                        Infection control      selected and trained 
             Irrational use of                                             and                    nurses are 
             antibiotics or neglecting                                     prevention has to      appointed. 
             to follow waste disposal                                      cover                  ICP protocols and 
             or other clinical                                             a variety of our       related 
             protocols could also                                          activities,            standard operating 
             have social or environmental                                  including: clinical    procedures 
             impacts.                                                      practice, cleaning     (SOPs) are 
                                                                           and sterilization,     standardized 
                                                                           laundry, waste         and implemented 
             Safety is a cornerstone                                       management,            networkwide 
             of clinical risk management                                   rational antibiotic    in accordance with 
             in modern medical                                             use and protection     national 
             facilities and our                                            from communicable      and international 
             risk management programme                                     diseases.              recommendations. 
             must focus on overall                                         Historical             Databases for 
             safety in hospitals                                           practices              hospital 
             for patients and for                                          in Georgia,            acquired infections, 
             visitors and staff                                            including              antimicrobial 
             as well.                                                      in many of the         resistance 
                                                                           facilities             (AMR) and antibiotic 
             Properly functioning                                          we have acquired in    use have been 
             medical equipment                                             recent years, are      created 
             is another key to                                             well                   and are being used. 
             risk management for                                           behind 
             healthcare facilities                                         international 
             worldwide.                                                    best practices.        We also continue to 
                                                                                                  work closely with 
             Impact                                                                               the 
                                                                           Hospitals, by          US Centre for 
             Failure to diagnose                                           nature,                Disease 
             and/or adhere to standards                                    are high risk area     Control and 
             and protocols for                                             for injuries.          Prevention 
             hospital associated                                           Healthcare             representatives in 
             infectious and communicable                                   workers have a high    South 
             diseases could result                                         risk of workplace      Caucasus (the CDC). 
             in:                                                           injuries               CDC experts work 
              *    damage to our patients and negatively impact outcome    and illness.           closely 
                   of treatment;                                                                  with the Chief 
                                                                                                  Quality 
                                                                                                  Officer, Chief 
              *    decreased patient trust in our services;                                       Medical 
                                                                           Our services           Officer, Chief 
                                                                           involve                Epidemiologist 
              *    damage to our reputation which may result in an         using high-tech        and experienced 
                   inability to attract new patients or retain existing    medical                practitioners 
                   patients;                                               equipment which        responsible for 
                                                                           require                overseeing 
                                                                           regular maintenance    infection and 
              *    claims for damages;                                     and monitoring to      communicable 
                                                                           ensure                 disease control and 
                                                                           continuously high      prevention at our 
              *    escalation of the epidemic or outbreak;                 standard               facilities. 
                                                                           of patient care and    Infection control 
                                                                           avoid delays in        and 
              *    creation of bacteria resistant to antibiotics;          service                prevention is a 
                                                                           provision.             standing 
                                                                                                  agenda item each 
              *    occupational health hazards for our staff and                                  time 
                   resulting staffing shortages; and/or                                           the Clinical Quality 
                                                                                                  and Safety Committee 
                                                                                                  meets (at least 
              *    operational limitations imposed by our regulators.                             quarterly) 
                                                                                                  to review our 
                                                                                                  clinical 
                                                                                                  services and 
                                                                                                  performance, 
             Improper disposal                                                                    internal governance 
             of waste increases                                                                   and controls as well 
             these risks and can                                                                  as compliance. 
             impact the environment.                                                              We have implemented 
                                                                                                  strict procedures 
             Failures in patients',                                                               that 
             visitors' or staff                                                                   adhere to 
             safety may also result                                                               regulations 
             in:                                                                                  and best practice, 
                                                                                                  including 
              *    damage to our patients and negatively impact outcome                           an Environmental and 
                   of treatment;                                                                  Social Policy, in 
                                                                                                  relation 
                                                                                                  to the proper 
              *    decreased patient trust in our services;                                       handling 
                                                                                                  of waste and its 
                                                                                                  safe 
              *    damage to our reputation which may result in an                                disposal. 
                   inability to attract new patients or retain existing 
                   patients;                                                                      We continue to 
                                                                                                  improve 
                                                                                                  the clinical risk 
              *    claims for damages;                                                            management 
                                                                                                  activities and 
                                                                                                  incorporate 
              *    occupational health hazards for our staff and                                  them in overall risk 
                   resulting staffing shortages; and/or                                           management. 
 
                                                                                                  We have developed 
              *    operational limitations imposed by our regulators.                             and 
                                                                                                  implemented 
                                                                                                  personnel 
                                                                                                  safety policy, 
             Failure to maintain                                                                  self-injury 
             medical equipment                                                                    reporting system and 
             could result in:                                                                     injured personnel 
              *    decrease in quality of patient care and safety; and                            management 
                   decreased patient trust in our services which may                              system, which 
                   result in an inability to attract new patients or                              includes 
                   retain existing patients.                                                      their treatment. 
 
                                                                                                  Safety is one of our 
                                                                                                  permanent 
                                                                                                  priorities. 
                                                                                                  It implies not only 
                                                                                                  human activities but 
                                                                                                  also safe 
                                                                                                  construction 
                                                                                                  and design of 
                                                                                                  medical 
                                                                                                  facilities. 
                                                                                                  Therefore, 
                                                                                                  our infection 
                                                                                                  control 
                                                                                                  and safety 
 
                                                                                                  risk assessment 
                                                                                                  principles 
                                                                                                  are worked out and 
                                                                                                  integrated 
                                                                                                  in facility 
                                                                                                  planning, 
                                                                                                  design and 
                                                                                                  construction 
                                                                                                  activities. 
 
                                                                                                  Members of the 
                                                                                                  Clinical 
                                                                                                  Quality and Safety 
                                                                                                  Committee 
                                                                                                  and the wider Board 
                                                                                                  also perform on-site 
                                                                                                  visits and hold 
                                                                                                  discussions 
                                                                                                  with management to 
                                                                                                  review 
                                                                                                  practices and to 
                                                                                                  discuss 
                                                                                                  quality and safety 
                                                                                                  with 
                                                                                                  key practitioners. 
 
                                                                                                  Finally, accounting 
                                                                                                  and post-exposure 
                                                                                                  management 
                                                                                                  of incidents is in 
                                                                                                  place 
                                                                                                  and we cover all 
                                                                                                  expenses 
                                                                                                  related to follow-up 
                                                                                                  management and 
                                                                                                  treatment 
                                                                                                  of injured 
                                                                                                  personnel. 
 
                                                                                                  We have an equipment 
                                                                                                  maintenance and 
                                                                                                  monitoring 
                                                                                                  programme in place, 
                                                                                                  which puts 
                                                                                                  considerable 
                                                                                                  emphasis on 
                                                                                                  activities 
                                                                                                  required for proper 
                                                                                                  functioning of 
                                                                                                  high-tech 
                                                                                                  medical equipment. 
                                                                                                  We 
                                                                                                  regularly work to 
                                                                                                  improve 
                                                                                                  the programme and 
                                                                                                  implement 
                                                                                                  new and more 
                                                                                                  effective 
                                                                                                  approaches to 
                                                                                                  medical 
                                                                                                  equipment 
                                                                                                  maintenance. 
-----------------------------------------------------------------------  ---------------------  ---------------------- 
 Principal Risk/Uncertainty                                               Key Drivers/Trends     Mitigation 
-----------------------------------------------------------------------  ---------------------  ---------------------- 
 Concentration of revenue 
-----------------------------------------------------------------------  ---------------------  ---------------------- 
 
   Our healthcare services                                                 Our ability to         The UHC remains a 
   business depends on                                                     obtain                 significant 
   revenue from the Georgian                                               favourable prices      priority for the 
   Government and a small                                                  will                   Government. 
   number of private                                                       depend in part on      Government 
   insurance providers.                                                    our                    expenditure 
                                                                           ability to maintain    on healthcare in 
   Payments by the Government                                              good working           2019 
   under UHC may be delayed,                                               relationships          is budgeted at GEL 
   whilst the private                                                      with private           1,146 
   insurance companies                                                     insurance              million, which 
   we work with may experience                                             providers and may      represents 
   financial difficulties                                                  be                     8.8% of the approved 
   and fail, or fail                                                       impacted by any        state budget for 
   to pay the claims                                                       changes                2019. 
   we submit to them                                                       to state-funded 
   for healthcare services                                                 healthcare             We monitor the 
   provided to patients                                                    programmes.            macroeconomic 
   covered by their services.                                                                     environment in 
                                                                           Government is          Georgia 
   Impact                                                                  considering            and budgetary 
   Reduction of prices                                                     changing               performance 
   or increased time                                                       reimbursement          of the Government to 
   taken to pay, including                                                 policy for             assess the 
   delayed payment under                                                   healthcare             forecasted 
   the UHC, would affect                                                   services under UHC     future cash flows 
   the revenues, receivables                                               in 2020. However,      from 
   outstanding and profitability                                           exact                  the State. 
   of the Group.                                                           timeline or effect 
                                                                           of such change is      We actively seek to 
                                                                           not                    increase our share 
                                                                           yet known.             in 
                                                                                                  the outpatient and 
                                                                                                  planned 
                                                                                                  medical services 
                                                                                                  markets, 
                                                                                                  which are funded 
                                                                                                  either 
                                                                                                  by patients 
                                                                                                  out-of-pocket 
                                                                                                  or by private 
                                                                                                  insurance, 
                                                                                                  thus reducing our 
                                                                                                  dependence 
                                                                                                  on the state 
                                                                                                  insurance 
                                                                                                  programme. 
 
                                                                                                  Our medical 
                                                                                                  insurance 
                                                                                                  business has won two 
                                                                                                  large tenders close 
                                                                                                  to year end, 
                                                                                                  retaining 
                                                                                                  the country's 
                                                                                                  largest 
                                                                                                  insurance client - 
                                                                                                  the 
                                                                                                  Ministry of Internal 
                                                                                                  Affairs with 
                                                                                                  c.75,000 
                                                                                                  insured and 
                                                                                                  acquiring 
                                                                                                  a significant new 
                                                                                                  corporate 
                                                                                                  client - the 
                                                                                                  Ministry 
                                                                                                  of Defense with 
                                                                                                  c.60,000 
                                                                                                  insured. As a 
                                                                                                  result, 
                                                                                                  we expect the number 
                                                                                                  of groups' insured 
                                                                                                  individuals 
                                                                                                  to increase and 
                                                                                                  reach 
                                                                                                  approximately 
                                                                                                  230,000 
                                                                                                  in 2019, which will 
                                                                                                  make us the largest 
                                                                                                  insurer in the 
                                                                                                  country. 
-----------------------------------------------------------------------  ---------------------  ---------------------- 
 Currency and macroeconomic 
-----------------------------------------------------------------------  ---------------------  ---------------------- 
 
   The Group is exposed                                                    There have been        We actively monitor 
   to foreign currency                                                     significant            market conditions 
   risk, as a significant                                                  fluctuations in        and 
   proportion of the                                                       foreign                our currency 
   medical equipment                                                       currency exchange      positions 
   and pharmaceuticals                                                     rates                  and performs stress 
   we purchase is denominated                                              during 1H2019 with     and scenario tests 
   in Dollars and/or                                                       the Lari eventually    in 
   Euro but our revenues                                                   depreciating by        order to assess our 
   are in Lari. Our pharmacy                                               6.7%                   financial position 
   leases are also denominated                                             against the Dollar     and 
   in dollars.                                                             andby 6.0% against     adjust strategy 
                                                                           the Euro as of 30      accordingly. 
                                                                           June 
   A portion of our borrowings,                                            2019 (compared to      Foreign currency 
   particularly from                                                       prior                  exposure 
   Development Financial                                                   year end).             is actively hedged 
   Institutions, is foreign-currency-denominated.                                                 by 
                                                                           Average Inflation      foreign currency 
   The Group also faces                                                    in                     forward 
   macroeconomic risk.                                                     1H2019 was slightly    contracts as well as 
   There could be developments                                             above the target at    regular operational 
   which have an adverse                                                   3.6%, reflecting an    decisions. 
   effect on the country,                                                  increase in excise 
   regional or macro                                                       tax on tobacco and     We adjust our prices 
   economy such as reduced                                                 alcoholic              to reflect the 
   GDP or significant                                                      beverages,             fluctuations 
   inflation.                                                              which contributed      in foreign currency 
                                                                           by                     exchange rates and 
                                                                           1.4% in the annual     reduce 
                                                                           inflation.             their impact where 
   Impact                                                                                         possible. 
   Depreciation of the                                                     The Georgian           The Group takes into 
   Lari against the Dollar                                                 economy                account the 
   and/or Euro and/or                                                      continues to           volatility 
   negative macroeconomic                                                  perform                of the Lari in 
   developments may have                                                   well with 4.9%         pricing 
   an adverse effect                                                       estimated              discussions with 
   on our business including                                               real GDP growth in     counterparties. 
   putting adverse pressure                                                six months of 2019, 
   on our business model,                                                  compared to 5.6%       In 2019, we remained 
   revenues, financial                                                     growth                 focused on 
   position and cash                                                       in 2018 and a 4.8%     maintaining 
   flows.                                                                  growth in 2017 for     mostly local 
                                                                           the respective         currency 
                                                                           periods.               borrowings. 
 
 
 Principal Risk/Uncertainty               Key Drivers/Trends                   Mitigation 
---------------------------------------  -----------------------------------  -------------------------------- 
 Information technology and operational 
-----------------------------------------  ---------------------------------  -------------------------------- 
 
   We face information                      We hold confidential                 In 2017-2018, we have 
   technology and operational               data about our patients              formed an Information 
   risk.                                    and customers given                  and Corporate Security 
   A cyber-attack, security                 the nature of our healthcare         Department at Group 
   breach or unauthorised                   services and must be                 level and appointed 
   access to our systems                    vigilant to guard data               experienced professionals 
   could cause important                    privacy.                             to it. A strategy and 
   or confidential data                                                          action plan has been 
   to be misappropriated,                   Cyber security threats               defined and set. We 
   misused, disseminated                    are increasing year                  thoroughly follow that 
   or lost.                                 after year.                          strategy and each year 
                                                                                 implement new features 
   In addition, improper                    The Group has expanded               and processes that further 
   access or information                    and has increasingly                 help decreasing level 
   misappropriation may                     complex operations                   of the risk. 
   lead to insider trading                  to manage, including 
   or other illegal actions                 the pharmaceutical                   We have completed a 
   by employees or others.                  business acquired in                 centralized, GHG-wide 
                                            the previous years.                  IT infrastructure (hardware 
   Software or network                                                           and network), that has 
   disruption may also                                                           enhanced the Group's 
   cause the Group to                                                            overall information 
   experience lost revenue,                                                      and cyber security level. 
   failed customer transactions                                                  In 2019 we are upgrading 
   or non-timely submission                                                      our Firewall and network 
   of mandatory or other                                                         significantly. 
   reports. 
                                                                                 We continue to design 
   Non-recurring operational                                                     and implement new business 
   risks include incurring                                                       processes and risk management 
   loss or unexpected                                                            structures to better 
   expenses from system                                                          manage the business 
   failure, human error,                                                         and to help mitigate 
   fraud or other unexpected                                                     our operational risks. 
   events. 
                                                                                 Internal Audit conducts 
   Impact                                                                        regular reviews of IT 
   Any of the above could                                                        controls such as the 
   lead to disruption                                                            policies for information 
   of our business and                                                           storage, availability 
   operations, affect                                                            and access, while updating 
   patient and customer                                                          its assessment of risks 
   loyalty, subject us                                                           and recommendations. 
   to State and Governmental                                                     Internal Audit reports 
   investigation, litigation,                                                    to the Audit Committee 
   damages, penalties                                                            on its findings. 
   and/or reputational 
   damage. 
---------------------------------------  -----------------------------------  -------------------------------- 
 Principal Risk/Uncertainty               Key Drivers/Trends                   Mitigation 
---------------------------------------  -----------------------------------  -------------------------------- 
 Regional tensions 
---------------------------------------  -----------------------------------  -------------------------------- 
 
   The Georgian economy                    Russia imposed economic               We actively monitor 
   and our business may                    sanctions on Georgia                  risks related to regional 
   be adversely affected                   in 2006, and conflict                 tensions and political 
   by regional tensions                    between the countries                 instability and develop 
   and instability.                        escalated in 2008 when                responsive strategies 
                                           Russian forces crossed                and action plans. 
   The Group's operations                  Georgian borders and 
   are located in, and                     recognised the independence           One of the most significant 
   its revenue is sourced                  of Abkhazia and the                   changes in the Georgian 
   from, Georgia. The                      Tskhinvali/South Ossetia              export market was a 
   Georgian economy is                     regions. Russian troops               shift away from the 
   dependent on neighbouring               continue to occupy                    Russian market after 
   economies, in particular                the regions and tensions              Russia's 2006 embargo. 
   Russia, Turkey, Azerbaijan              between Russia and 
   and Armenia, which                      Georgia persist. The                  The ongoing action plan 
   are key trading partners.               introduction of a preferential        to further diversify 
                                           trade regime between                  tourism revenues will 
   There has been ongoing                  Georgia and the EU                    serve well to reduce 
   geopolitical tension,                   in July 2016 and the                  exposure on Russia. 
   political instability,                  European Parliament's 
   economic instability                    approval of a proposal                While financial market 
   and military conflict                   on visa liberalisation                turbulences and geopolitical 
   in the region, which                    for Georgia in February               tensions affects regional 
   may have an adverse                     2017 also intensified                 trading partners, Georgia's 
   effect on our business                  tensions between the                  preferential trading 
   and financial position.                 countries.                            regimes and free trade 
                                                                                 agreements support the 
                                           Russia banned direct                  country's efforts to 
   Impact                                  flights from July 8,                  enhance resilience to 
   The prolongation or                     2019 and recommended                  external shocks. 
   escalation of political                 to stop selling holiday 
   instability, geopolitical               packages to Georgia. 
   conflict, economic                      The decision was made 
   decline of Georgia's                    in response to the 
   trading partners and                    anti-occupation protests 
   any future deterioration                in Tbilisi. Risks of 
   of Georgia's relationship               further economic sanctions 
   with Russia, including                  have increased. 
   in relation to border 
   and territorial disputes,               The ongoing conflict 
   may have a negative                     between Russia and 
   effect on the political                 Ukraine, and Russia's 
   or economic stability                   and Turkey's worsening 
   of Georgia, which                       relations with the 
   in turn may have an                     US increase uncertainties 
   adverse effect on                       in the region. 
   our business including 
   putting adverse pressure                There is an ongoing 
   on our business model,                  conflict between Azerbaijan 
   our revenues and our                    and Armenia which impacts 
   financial position.                     the region. 
---------------------------------------  -----------------------------------  -------------------------------- 
 
 

Statement of Directors' Responsibilities

We confirm that to the best of our knowledge:

-- The interim condensed consolidated financial statements have been prepared in accordance with International Accounting Standard (IAS) 34 "Interim Financial Reporting", as adopted by the European Union and give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group;

-- This Results Report includes a fair review of the information required by Disclosure Guidance and Transparency Rule 4.2.7R (indication of important events during the first six months of the financial year and description of principal risks and uncertainties for the remaining six months of the year); and

-- This Results Report includes a fair review of the information required by Disclosure Guidance and Transparency Rule 4.2.8R (disclosure of related parties' transactions and changes therein).

The Directors of Georgia Healthcare Group PLC are listed on pages 72 - 73 of the Group's 2018 Annual Report and Accounts.

After making enquiries, the Directors considered it appropriate to adopt the going concern basis in preparing this Results Report.

By order of the Board

 
 William (Bill) Huyett   Nikoloz Gamkrelidze 
 Chairman                Chief Executive Officer 
 

13 August 2019

Consolidated Financial Statements

CONTENTS

Independent Review Report to Georgia Healthcare Group PLC...........................................................................................

Interim Condensed Consolidated Statement of Financial Position.........................................................................................

Interim Condensed Consolidated Statement of Comprehensive Income...............................................................................

Interim Condensed Consolidated Statement of Changes in Equity........................................................................................

Interim Condensed Consolidated Statement of Cash Flows...................................................................................................

SELECTED EXPLANATORY NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.Background.

2.Basis of Preparation

3.Summary of Significant Accounting Policies

4.Segment Information

5.Cash and Cash Equivalents

6.Amounts Due from Credit Institutions

7.Insurance Premiums Receivables

8.Receivables from Healthcare Services

9.Property and Equipment

10.Goodwill and Other Intangible Assets

11.Inventory

12.Insurance Contract Liabilities

13.Borrowings

14.Debt securities issued

15.Payables for Share Acquisitions

16.Commitments and Contingencies

17.Equity

18.Healthcare Service and Pharmacy and Distribution Revenue.

19.Net Insurance Premiums Earned

20.Cost of Healthcare Services and Pharmaceuticals.

21.Cost of insurance services and agents' commissions.

22.Net Non-Recurring Expense

23.Share-based Compensation

24.Capital Management

25.Maturity analysis

26.Related Party Transactions

27.Fair Value Measurements

INDEPENT REVIEW REPORT TO GEORGIA HEALTHCARE GROUP PLC (the "Company")

Introduction

We have been engaged by the Company to review the condensed set of financial statements in the half yearly financial report for the six months ended 30 June 2019, which comprises the Interim Condensed Consolidated Statement of Financial Position, the Interim Condensed Consolidated Statement of Comprehensive Income, the Interim Condensed Consolidated Statement of Changes in Equity, the Interim Condensed Consolidated Statement of Cash Flows and related notes 1 to 28. We have read the other information contained in the half yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

This report is made solely to the Company in accordance with guidance contained in International Standard on Review Engagements 2410 (UK and Ireland) "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company, for our work, for this report, or for the conclusions we have formed.

Directors' Responsibilities

The half yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half yearly financial report in accordance with the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority.

As disclosed in note 2, the annual financial statements of the Group are prepared in accordance with International Financial Reporting Standards ('IFRSs') as adopted by the European Union. The condensed set of financial statements included in this half yearly financial report has been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting", as adopted by the European Union.

Our Responsibility

Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the half yearly financial report based on our review.

Scope of Review

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board for use in the United Kingdom. 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 (UK) 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.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half yearly financial report for the six months ended 30 June 2019 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority.

Ernst & Young LLP

London

13 August 2019

Interim Condensed CONSOLIDATED STATEMENT OF financial position

as at 30 JUNE 2019 (unaudited)

(Thousands of Georgian Lari unless otherwise stated)

 
                                                     Unaudited    31 December 
                                            Notes   30 June 2019      2018 
                                            -----  -------------  ----------- 
Assets 
Cash and cash equivalents                     5           15,510       36,154 
Amounts due from credit institutions          6           11,697       11,807 
Insurance premiums receivable                 7           44,737       23,643 
Receivables from healthcare services          8          124,050      106,841 
Receivables from sales of pharmaceuticals                 18,808       20,440 
Inventory                                    11          157,132      146,164 
Prepayments                                               14,156       13,064 
Current income tax assets                                     85        1,007 
Investment in associate                                    3,441        3,124 
Property and equipment                        9          769,092      698,037 
Goodwill and other intangible assets         10          156,042      152,298 
Other assets                                              31,060       27,927 
                                                   -------------  ----------- 
Total assets                                           1,345,810    1,240,506 
                                                   =============  =========== 
 
Liabilities 
Accruals for employee compensation                        26,951       26,615 
Insurance contract liabilities               12           43,160       22,544 
Accounts payable                                         119,784      105,092 
Current income tax liabilities                               290           41 
Lease liabilities                                         85,942        8,676 
Payables for share acquisitions              15           89,916       91,474 
Borrowings                                   13          276,055      296,817 
Debt securities issued                       14           92,840       93,573 
Other liabilities                                         22,771       20,643 
Total liabilities                                        757,709      665,475 
                                                   -------------  ----------- 
 
Equity 
Share capital                                17            4,784        4,784 
Additional paid-in capital                   17            6,661        4,788 
Treasury shares                              17            (134)        (134) 
Other reserves                               17         (33,867)     (33,335) 
Retained earnings                            17          540,842      532,091 
                                                   -------------  ----------- 
Total equity attributable to shareholders 
 of the Company                                          518,286      508,194 
Non-controlling interests                                 69,815       66,837 
                                                   -------------  ----------- 
Total equity                                             588,101      575,031 
                                                   -------------  ----------- 
Total equity and liabilities                           1,345,810    1,240,506 
                                                   =============  =========== 
 

The interim condensed consolidated financial statements on pages 35 to 63 were approved by the Board of Directors of Georgia Healthcare Group PLC on 13 August 2019 and signed on its behalf by:

Nikoloz Gamkrelidze Chief Executive Officer

13 August 2019

Irakli Gogia Chief Financial Officer

13 August 2019

Company registration number: 09752452

The accompanying notes on pages 39 to 63 form an integral part of these interim condensed consolidated financial statements.

Interim Condensed CONSOLIDATED STATEMENT OF Comprehensive INcome

for the Six month period ended 30 JUNE 2019 (unaudited)

(Thousands of Georgian Lari unless otherwise stated)

 
                                                             Unaudited      Unaudited 
                                                            Period ended   Period ended 
                                                    Notes   30 June 2019   30 June 2018 
                                                    -----  -------------  ------------- 
Healthcare services revenue                          18          160,846        143,590 
Revenue from pharmacy and distribution               18          274,775        247,695 
Net insurance premiums earned                        19           36,087         26,415 
                                                           -------------  ------------- 
Revenue                                                          471,708        417,700 
 
Cost of healthcare services                          20         (90,659)       (78,490) 
Cost of sales of pharmaceuticals                     20        (206,146)      (191,412) 
Cost of insurance services and agents' 
 commissions                                         21         (24,855)       (18,945) 
                                                           -------------  ------------- 
Costs of services                                              (321,660)      (288,847) 
                                                           -------------  ------------- 
Gross profit                                                     150,048        128,853 
                                                           -------------  ------------- 
 
Other operating income                                             9,132          6,946 
 
Salaries and other employee benefits                            (47,317)       (41,232) 
General and administrative expenses                             (19,927)       (26,202) 
Impairment of healthcare services, insurance 
 premiums and other receivables                                  (2,312)        (2,401) 
Other operating expenses                                         (4,461)        (3,333) 
                                                           -------------  ------------- 
                                                                (77,961)       (73,168) 
                                                           -------------  ------------- 
 
EBITDA                                                            85,163         62,631 
                                                           -------------  ------------- 
 
Depreciation and amortisation                                   (26,809)       (16,562) 
Interest income                                                      661            592 
Interest expense                                                (22,433)       (18,612) 
Net gains from foreign currencies and 
 currency derivatives                                           (10,576)          2,120 
Net non-recurring expense                            22            (527)        (1,662) 
                                                           -------------  ------------- 
Profit before income tax expense                                  25,479         28,507 
Income tax expense                                                 (357)          (117) 
                                                           -------------  ------------- 
Profit for the period                                             25,122         28,390 
 
  Other comprehensive loss not to be reclassified 
  to profit or loss in subsequent periods: 
  loss from currency translation difference                         (40)              - 
                                                           -------------  ------------- 
Total comprehensive income for the year                           25,082         28,390 
                                                           -------------  ------------- 
 
 
Profit for the year attributable to: 
- shareholders of the Company                                     15,609         18,189 
- non-controlling interests                                        9,513         10,201 
 
 
Total comprehensive income for the year 
 attributable to: 
- shareholders of the Company                                     15,569         18,189 
- non-controlling interests                                        9,513         10,201 
 
Earnings per share: 
- basic earnings per share                           17             0.12           0.14 
- diluted earnings per share                         17             0.12           0.14 
 

The accompanying notes on pages 39 to 63 form an integral part of these interim condensed consolidated financial statements.

interim condensed CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

as at 30 june 2019 (Unaudited)

(Thousands of Georgian Lari unless otherwise stated)

 
                                 Attributable to the shareholders of the 
                                                  Group 
-------------------- 
                       Share    Treasury  Additional    Other    Retained     Total  Non-controlling  Total equity 
                       capital   shares     paid-in    reserves   earnings               interest 
                                            capital 
--------------------  --------  --------  ----------  ---------  ---------  -------  ---------------  ------------ 
31 December 
 2017                    4,784     (134)       1,708   (26,866)    504,192  483,684           64,716       548,400 
Effect of adoption 
 of IFRS 9                   -         -           -          -    (6,535)  (6,535)            (492)       (7,027) 
                                --------  ----------  ---------  ---------  -------  ---------------  ------------ 
1 January 2018           4,784     (134)       1,708   (26,866)    497,657  477,149           64,224       541,373 
                      --------  --------  ----------  ---------  ---------  -------  ---------------  ------------ 
Profit for the 
 period                      -         -           -          -     18,189   18,189           10,200        28,389 
                      --------  --------  ----------  ---------  ---------  -------  ---------------  ------------ 
Total comprehensive 
 income                      -         -           -          -     18,189   18,189           10,200        28,389 
                      --------  --------  ----------  ---------  ---------  -------  ---------------  ------------ 
Acquisition 
 of additional 
 interest in 
 existing 
 subsidiaries                -         -           -    (5,258)          -  (5,258)            1,737       (3,521) 
Dividends declared 
 to non-controlling 
 interests by 
 subsidiary                  -         -           -          -          -        -          (9,240)       (9,240) 
Purchase of 
 treasury shares             -         -     (1,751)          -          -  (1,751)                -       (1,751) 
Share-based 
 compensation                -         -       2,860          -          -    2,860                -         2,860 
                      --------  --------  ----------  ---------  ---------  -------  ---------------  ------------ 
30 June 2018 
 (unaudited)             4,784     (134)       2,817   (32,124)    515,846  491,189           66,921       558,110 
                      ========  ========  ==========  =========  =========  =======  ===============  ============ 
                                 Attributable to the shareholders of the 
                                                  Group 
-------------------- 
                       Share    Treasury  Additional    Other    Retained     Total  Non-controlling  Total equity 
                       capital   shares     paid-in    reserves   earnings               interest 
                                            capital 
--------------------  --------  --------  ----------  ---------  ---------  -------  ---------------  ------------ 
31 December 
 2018                    4,784     (134)       4,788   (33,335)    532,091  508,194           66,837       575,031 
                      --------  --------  ----------  ---------  ---------  -------  ---------------  ------------ 
Profit for the 
 period                      -         -           -          -     15,609   15,609            9,513        25,122 
Other comprehensive 
 income                      -         -           -       (40)          -     (40)                -          (40) 
                      --------  --------  ----------  ---------  ---------  -------  ---------------  ------------ 
Total comprehensive 
 income                      -         -           -       (40)     15,609   15,569            9,513        25,082 
                      --------  --------  ----------  ---------  ---------  -------  ---------------  ------------ 
Acquisition 
 of additional 
 interest in 
 existing 
 subsidiaries                -         -           -      (492)          -    (492)          (3,121)       (3,613) 
Acquisition 
 of additional 
 interest in 
 existing 
 subsidiaries 
 by non-controlling 
 shareholders                -         -           -          -          -        -              171           171 
Dilution of 
 interests in 
 subsidiaries                -         -           -          -          -        -            1,035         1,035 
Dividends declared 
 to sharehoders 
 of the Company              -         -           -          -    (6,858)  (6,858)                -       (6,858) 
Dividends declared 
 to non-controlling 
 shareholders 
 by subsidiary               -         -           -          -          -        -          (4,620)       (4,620) 
Purchase of 
 treasury shares             -         -     (1,582)          -          -  (1,582)                -       (1,582) 
Share-based 
 compensation                -         -       3,455          -          -    3,455                -         3,455 
                      --------  --------  ----------  ---------  ---------  -------  ---------------  ------------ 
30 June 2019 
 (unaudited)             4,784     (134)       6,661   (33,867)    540,842  518,286           69,815       588,101 
                      ========  ========  ==========  =========  =========  =======  ===============  ============ 
 

The accompanying notes on pages 39 to 63 form an integral part of these interim condensed consolidated financial statements.

Interim condensed CONSOLIDATED STATEMENT of cash flows

for the six month period ended 30 June 2019 (Unaudited)

(Thousands of Georgian Lari unless otherwise stated)

 
                                                                     Unaudited          Unaudited 
                                                                    Period ended       Period ended 
                                                        Notes       30 June 2019       30 June 2018 
                                                     --------  -----------------  ----------------- 
   Cash flows from / (used in) operating 
    activities 
   Revenue from healthcare services and medical 
    trials received                                                      141,719            128,263 
   Cost of healthcare services and medical 
    trials paid                                                         (96,879)           (83,335) 
   Revenue from pharmacy and distribution 
    received                                                             276,269            248,248 
   Cost of sales of pharmaceuticals paid                               (196,227)          (190,682) 
   Net insurance premiums received                                        33,841             29,355 
   Cost of insurance services paid                                      (23,964)           (17,947) 
   Salaries and other employee benefits paid                            (47,439)           (39,259) 
   General and administrative expenses paid                             (20,432)           (29,555) 
   Acquisition costs paid                                                (1,342)            (1,007) 
   Other operating income received                                         3,731              2,632 
   Other operating expenses paid                                         (3,361)            (2,238) 
                                                               -----------------  ----------------- 
   Net cash flows from operating activities 
    before income tax                                                     65,916             44,475 
   Income tax paid                                                         (194)              (233) 
                                                               -----------------  ----------------- 
   Net cash flows from operating activities                               65,722             44,242 
                                                               -----------------  ----------------- 
 
   Cash flows from /(used in) investing activities 
   Acquisition of subsidiaries, net of cash 
    acquired                                                             (5,224)           (14,565) 
   Acquisition of additional interest in                                   (877)                  - 
    existing subsidiaries 
   Purchase of property and equipment                                   (16,004)           (38,319) 
   Purchase of intangible assets                                         (4,661)            (5,537) 
   Interest income received                                                  689                592 
   Invesment in derivative financial instruments                           (152)                  - 
   Loans acquired                                                        (1,308)                  - 
   Withdrawals of amounts due from credit 
    institutions                                                           3,476              2,612 
   Placements of amounts due from credit 
    institutions                                                         (2,981)              (228) 
   Proceeds from sale of property and equipment                            3,837                 45 
                                                               -----------------  ----------------- 
   Net cash flow used in investing activities                           (23,205)           (55,400) 
                                                               -----------------  ----------------- 
 
   Cash flows from / (used in) financing 
    activities 
   Dividends paid to minority shareholders                               (4,950)            (6,270) 
   Proceeds from borrowings                                               31,496             39,014 
   Repayment of borrowings                                              (59,282)           (31,763) 
   Purchase of treasury shares                                           (1,582)            (1,751) 
   Lease liabilities paid, principal                                     (7,949)                  - 
   Lease liabilities paid, interest                                      (2,603)                  - 
   Interest expense paid                                                (18,297)           (19,608) 
                                                               -----------------  ----------------- 
   Net cash flows (used in)/from financing 
    activities                                                          (63,167)           (20,378) 
                                                               -----------------  ----------------- 
 
   Effect of exchange rates changes on cash 
    and cash equivalents                                                       6              (776) 
                                                               -----------------  ----------------- 
   Net decrease in cash and cash equivalents                            (20,644)           (32,312) 
   Cash and cash equivalents, beginning                   5               36,154             48,840 
                                                               -----------------  ----------------- 
   Cash and cash equivalents, end                         5               15,510             16,528 
                                                               =================  ================= 
 

The accompanying notes on pages 39 to 63 form an integral part of these interim condensed consolidated financial statements.

   1.     Background 

As at 30 June 2019 and 31 December 2018 the ultimate parent of Georgia Healthcare Group PLC ("the Company") and its subsidiaries (together referred to as "GHG" or "the Group") was Georgia Capital PLC ("GCAP"), incorporated in London, England. GCAP's registered legal address is 84 Brook Street, London, W1K 5EH, England. GCAP registration number is 10852406. The remaining 43% is owned by public shareholders. GHG's results are consolidated as part of GCAP's financial statements.

The Group's healthcare services businesses provide medical services to inpatient and outpatient customers through a network of hospitals and clinics throughout Georgia. Its medical insurance business offers a wide range of medical insurance products, including personal accident, term life insurance products bundled with medical insurance and travel insurance policies to corporate and retail clients. The Group's pharmacy and distribution subsidiary, which was acquired in May 2016 and was expanded with JSC ABC Pharmacy acquisition in 2017, offers a wide range of medicines as well as para-pharmacy products.

The legal address of the Company is No. 84 Brook Street, London W1K 5EH, United Kingdom. The Company registration number is 09752452.

As at 30 June 2019 and 31 December 2018 the following shareholders owned more than 3% of the total outstanding shares of the Group. Other shareholders individually owned less than 3% of the outstanding shares.

 
Shareholder                       Unaudited    31 December 
                                 30 June 2019      2018 
------------------------------  -------------  ----------- 
Georgia Capital PLC                       57%          57% 
Wellington Management Company              7%           7% 
T Rowe LTD                                 7%           6% 
Others                                    29%          30% 
                                -------------  ----------- 
Total                                    100%         100% 
                                =============  =========== 
 
   1.          Background (continued) 

The Group included the following subsidiaries and associates incorporated in Georgia:

 
                                    Ownership/Voting 
                               -------------------------- 
 Subsidiary                     30-Jun-2019   31-Dec-2018       Industry         Date of       Date of    Legal address 
                                                                           incorporation   acquisition 
-----------------------------  ------------  ------------  -------------  --------------  ------------  --------------- 
                                                                                                               #142, A. 
                                                                                                   Not      Beliashvili 
 JSC Georgia Healthcare Group          100%          100%     Healthcare       29-Apr-15    Applicable     str, Tbilisi 
                                                                                                               #142, A. 
                                                            Pharmacy and                                    Beliashvili 
    JSC GEPHA                           67%           67%   Distribution       19-Oct-95      4-May-16     str, Tbilisi 
                                                                                                          Peikrebi str. 
             LLC ABC                                        Pharmacy and                                  14a, Tbilisi, 
              Pharmalogistics           67%           67%   Distribution       24-Feb-04      6-Jan-17          Georgia 
             LLC ABC                                                                                       Kievyan Str. 
              Pharmacia                                     Pharmacy and                                   2/8, Erevan, 
              (Armenia)                 67%           67%   Distribution       28-Dec-13      6-Jan-17          Armenia 
    JSC Insurance Company              100%          100%      Insurance        1-Aug-14     31-Jul-14             Anna 
    Imedi L                                                                                               Politkovskaia 
                                                                                                                str. 9, 
                                                                                                               Tbilisi, 
                                                                                                                Georgia 
                                                                                                               #142, A. 
                                                                                                            Beliashvili 
    JSC Evex Hospitals*                100%          100%     Healthcare        1-Aug-14      1-Aug-14     str, Tbilisi 
                                                                                                           Chavchavadze 
                                                                                                               ave. 16, 
                                                                                                               Tbilisi, 
         GNCo                           50%           50%     Healthcare        4-Jun-01      5-Aug-15          Georgia 
                                                                                                             Tsinandali 
             LLC Nefrology                                                                                      str. 9, 
              Development                                                                                      Tbilisi, 
              Clinic Centre             40%           40%     Healthcare       28-Sep-10      5-Aug-15          Georgia 
             High Technology                                                                                 Tsinandali 
              Medical Centre,                                                                                   str. 9, 
              University                                                                                       Tbilisi, 
              Clinic                    50%           50%     Healthcare       16-Apr-99      5-Aug-15          Georgia 
                                                                                                             Kavtaradze 
                                                                                                               str. 23, 
         LLC Regional                                                                                          Tbilisi, 
          Hospital                    99.8%         99.8%     Healthcare       12-Jan-12     30-Jun-15          Georgia 
                                                                                                               #142, A. 
                                                                                                   Not      Beliashvili 
         LLC Evex-Logistics            100%          100%     Healthcare       13-Feb-15    Applicable     str, Tbilisi 
         LLC Referral Centre              -          100%     Healthcare       29-Dec-14           Not   Vazha-Pshavela 
         of Pathology**                                                                     Applicable         Ave. 40, 
                                                                                                               Tbilisi, 
                                                                                                                Georgia 
         JSC Kutaisi County             67%           67%     Healthcare        5-May-03     29-Nov-11   Djavakhishvili 
         Treatment and                                                                                         str. 85, 
         Diagnostic Centre                                                                                     Kutaisi, 
         for Mothers and                                                                                        Georgia 
         Children 
         LLC Academician Z.             67%           67%     Healthcare       15-Oct-04     29-Nov-11                A 
         Tskhakaia National                                                                              Djavakhishvili 
         Centre of                                                                                            str. 83A, 
         Intervention                                                                                          Kutaisi, 
         Medicine of Western                                                                                    Georgia 
         Georgia 
         NCLE Evex Learning            100%          100%          Other       20-Dec-13     20-Dec-13    Javakhishvili 
         Centre                                                                                               str. 83a, 
                                                                                                               Tbilisi, 
                                                                                                                Georgia 
                                                                                                            U. Chkeidze 
         LLC Catastrophe                                                                                       str. 10, 
          Medicine Paediatric                                                                                  Tbilisi, 
          Centre                        85%          100%     Healthcare       18-Jun-13      1-Mar-15          Georgia 
         LLC Emergency                 100%             -     Healthcare       28-Jul-09     20-May-16       D. Uznadze 
         Service                                                                                                str. 2, 
                                                                                                               Tbilisi, 
                                                                                                                Georgia 
         JSC Patgeo                    100%          100%     Healthcare       13-Jan-10      1-Aug-16     Mukhiani, II 
                                                                                                         mcr. District, 
                                                                                                           Building 22, 
                                                                                                           1a, Tbilisi, 
                                                                                                                Georgia 
                                                                                                            U. Chkeidze 
                                                                                                               str. 10, 
                                                                                                               Tbilisi, 
         JSC Pediatry                   76%           76%     Healthcare        5-Sep-03      6-Jul-16          Georgia 
         LLC                              -          100%     Healthcare       25-Mar-16           Not   Vazha-Pshavela 
         Evex-Collection**                                                                  Applicable         Ave. 40, 
                                                                                                               Tbilisi, 
                                                                                                                Georgia 
                                                                                                               #142, A. 
                                                                                                            Beliashvili 
         LLC New Clinic                100%          100%     Healthcare        3-Jan-17     20-Jul-17     str, Tbilisi 
    JSC Evex Clinics*                  100%             -     Healthcare        1-Apr-19           Not         #142, A. 
                                                                                            Applicable      Beliashvili 
                                                                                                           str, Tbilisi 
                                                                                                               #142, A. 
                                                                                                            Beliashvili 
         LLC Aliance Med               100%          100%     Healthcare        7-Jul-15     20-Jul-17     str, Tbilisi 
                                                                                                          Kiacheli str. 
                                                                                                                 18-20, 
                                                                                                               Tbilisis 
      JSC Polyclinic Vere             97.8%         97.8%     Healthcare       22-Nov-13     25-Dec-17          Georgia 
          LLC New Dent****              75%           N/A     Healthcare       24-Dec-18           Not   Vazha-Pshavela 
                                                                                            Applicable         Ave. 40, 
                                                                                                               Tbilisi, 
                                                                                                                Georgia 
                                                                                                          Eristavi str. 
                                                                                                                    16, 
          LLC Tskaltubo                                                                                     Tskhaltubo, 
           Regional Hospital            67%           67%     Healthcare       29-Sep-99     29-Nov-11          Georgia 
    JSC Mega-Lab***                     92%          100%     Healthcare        6-Jun-17           Not            Petre 
                                                                                            Applicable       Kavtaradze 
                                                                                                               str. 23, 
                                                                                                                Tbilisi 
                                                                                                                Georgia 
                                                                                                          Bochorishvili 
                                                                                                               str. 37, 
                                                                Software                                       Tbilisi, 
   JSC Vabaco                           67%           67%    Development        9-Sep-13     28-Sep-18          Georgia 
                                    Ownership/Voting 
                               -------------------------- 
 Associate                      30-Jun-2019   31-Dec-2018       Industry         Date of       Date of    Legal address 
                                                                           incorporation   acquisition 
-----------------------------  ------------  ------------  -------------  --------------  ------------  --------------- 
 LLC 5th Clinical Hospital              35%           35%     Healthcare       16-Sep-99      4-May-16   Temka, XI mcr. 
                                                                                                             Block 1, N 
                                                                                                         1/47, Tbilisi, 
                                                                                                                Georgia 
 NPO Healthcare Association             25%           33%     Healthcare       25-Mar-16           Not   Vazha-Pshavela 
                                                                                            Applicable        Ave. 27b, 
                                                                                                               Tbilisi, 
                                                                                                                Georgia 
 NPO Georgian Medical Tourism         14.3%             -     Healthcare       16-May-19           Not      I-II floor, 
  Council****                                                                               Applicable     house N10, N 
                                                                                                              13, b. N1 
                                                                                                                 almond 
                                                                                                                Gardens 
                                                                                                                Street, 
                                                                                                          tskneti, Vake 
                                                                                                              district, 
                                                                                                                Tbilisi 
 
 

* Starting from 2019 the Group has updated its business structure. The healthcare services business was divided into two segments: clinics, which include polyclinics and community clinics, and hospitals which include referral hospitals. As a result of this demerger, JSC Evex Medical Corporation was renamed to JSC Evex Hospitals. New legal entity, JSC Evex Clinics was formed and it operates as separate business line.

** Subsidiaries were merged with JSC Medical Corporation EVEX in 2018 (the group purchased non-controlling interest in JSC St. Nicholas Surgery Clinic and it became 100% shareholder of the entity before the merger)

*** In 2019, 8.025% shareholdeing interest with book value of GEL 1,035 was transferred to minority shareholder in exchange for acquisition of laboratory information management system ("LIMS") together with supporting technology and applicable licenses.

**** The entities were established in 2019 year. Establishment of New Dent resulted in injection of GEL 159 equity by non-controlling interest shareholder.

   2.     Basis of Preparation 

Basis of preparation

The financial information set out in these interim condensed consolidated financial statements does not constitute the Group's statutory financial statements within the meaning of section 434 of the Companies Act 2006. Those financial statements were prepared for the year ended 31 December 2018 under IFRS, as adopted by the European Union and have been reported on by GHG's auditors and delivered to the Registrar of Companies. The auditor's report was unqualified and did not contain a statement under section 498 (2) or (3) of the Companies Act 2006. The interim condensed consolidated financial statements for the six months period ended 30 June 2018 have been prepared in accordance with International Accounting Standard (IAS) 34 "Interim Financial Reporting", as adopted by the European Union and the Disclosure and Transparency Rules of the Financial Conduct Authority. The Group's annual financial statements are prepared in accordance with International Financial Reporting Standards (IFRS), as adopted by the European Union.

   2.       Basis of Preparation (continued) 

Basis of preparation (continued)

The interim condensed consolidated financial statements do not include all the information and disclosures required in the annual consolidated financial statements. The interim condensed consolidated financial statements should be read in conjunction with the Group's annual consolidated financial statements as at and for the year ended 31 December 2018, signed and authorised for release on 2 April 2019.

The preparation of the interim condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported income and expense, assets and liabilities and disclosure of contingencies at the date of the interim condensed consolidated financial statements. Although these estimates and assumptions are based on management's best judgement at the date of the interim condensed consolidated financial statements, actual results may differ from these estimates.

These interim condensed consolidated financial statements are presented in thousands of Georgian Lari ("GEL"), except per share amounts and unless otherwise indicated.

The interim condensed consolidated financial statements are unaudited but have been reviewed by the auditors and their review opinion is included in this report.

Going concern

GHG's Board of Directors has made an assessment of the Group's ability to continue as a going concern and is satisfied that it has the resources to continue in business for the foreseeable future for a period of at least 12 months from the approval of the interim condensed consolidated financial statements. Furthermore, management is not aware of any material uncertainties that may cast significant doubt upon the Group's ability to continue as a going concern. Therefore, the interim condensed consolidated financial statements continue to be prepared on the going concern basis.

   3.     Summary of Significant Accounting Policies 

New standards, interpretations and amendments adopted by the Group

The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Group's annual consolidated financial statements for the year ended 31 December 2018, except for the adoption of new standards effective as of 1 January 2019. The Group has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective.

The Group applies, for the first time, IFRS 16 Leases that requires either retrospective approach, which implies restating comparatives as if IFRS 16 was always applied or modified retrospective approach, which implies leaving comparatives as previously reported and recognizing any difference between asset and liability in opening retained earnings as at 1 January 2019. The Group chose to apply modified retrospective approach. Several other amendments and interpretations apply for the first time in 2019, but do not have an impact on the interim condensed consolidated financial statements of the Group.

IFRS 16 Leases

IFRS 16 supersedes IAS 17 Leases, IFRIC 4 Determining whether an Arrangement contains a Lease, SIC-15 Operating Leases-Incentives and SIC-27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease. The standard sets out the principles for the recognition, measurement, presentation and disclosure of leases and requires lessees to account for most leases under a single on-balance sheet model.

Lessor accounting under IFRS 16 is substantially unchanged from IAS 17. Lessors will continue to classify leases as either operating or finance leases using similar principles as in IAS 17. Therefore, IFRS 16 did not have an impact for leases where the Group is the lessor.

The Group elected to use the transition practical expedient allowing the standard to be applied only to contracts that were previously identified as leases applying IAS 17 and IFRIC 4 at the date of initial application. The Group also elected to use the recognition exemptions for lease contracts that, at the commencement date, have a lease term of 12 months or less and do not contain a purchase option ('shortterm leases') for emergency cars only, all of which are leased for exactly 12 months period. The Group also elected to use exemption for lease contracts for which the underlying asset is of low value ('low-value assets'). Besides, the Group decided to apply the practical expedient and exclude initial direct costs upon initial application of IFRS 16.

The effect of adoption IFRS 16 is as follows:

3. Summary of significant accounting policies (continued)

New standards, interpretations and amendments adopted by the Group (continued)

Impact on the statement of financial position (increase/(decrease)) as at 1 January 2019:

 
                        Amount, GEL 
----------------------  ----------- 
Assets 
Propery and Equipment        76,172 
Total assets                 76,172 
 
Liabilities 
 Lease liabilities           76,172 
Total liabilities            76,172 
 
 

Impact on the statement of profit or loss (increase/(decrease)) for the six months ended 30 June 2019:

 
                                                            Amount, GEL 
----------------------------------------------------------  ----------- 
Ocupancy and rent (Included in general and administrative 
 expenses)                                                       10,171 
Other operating income                                              260 
Other operating expense                                            (44) 
                                                            ----------- 
EBITDA                                                           10,387 
                                                            ----------- 
Depreciations and amortisation                                  (9,155) 
Interest expense                                                (2,651) 
Net gains (losses) from foreign currencies                      (4,751) 
                                                            ----------- 
Profit for the period                                           (6,170) 
                                                            ----------- 
 
 

Attributable to:

 
- shareholders of the Company   (4,707) 
- non-controlling interests     (1,463) 
 

Impact on the statement of cash flows (increase/(decrease)) for the six months ended 30 June 2019:

 
                                           Amount, GEL 
-----------------------------------------  ----------- 
Net cash flows from operating activities        10,552 
 
Net cash flows from financing activities      (10,552) 
 

There is no material impact on other comprehensive income. The basic and diluted EPS would were decreased by GEL 0.03 each for the period ended 30 June 2019.

The difference of GEL 4,586 between operating lease commitments as of 31 December 2018 and IFRS 16 adoption impact results from short-term and low-value leases on which the Group has applied exemptions detailed above.

a) Nature of the effect of adoption of IFRS 16

Before the adoption of IFRS 16, the Group classified each of its leases (as lessee) at the inception date as either a finance lease or an operating lease. A lease was classified as a finance lease if it transferred substantially all of the risks and rewards incidental to ownership of the leased asset to the Group; otherwise it was classified as an operating lease. Finance leases were capitalised at the commencement of the lease at the inception date fair value of the leased property or, if lower, at the present value of the minimum lease payments. Lease payments were apportioned between interest (recognised as finance costs) and reduction of the lease liability. In an operating lease, the leased property was not capitalised and the lease payments were recognised as rent expense in the statement of profit or loss on a straight-line basis over the lease term. Any prepaid rent and accrued rent were recognised under Prepayments and Trade and other payables, respectively. Upon adoption of IFRS 16, the Group applied a single recognition and measurement approach for all leases that it is the lessee, except for short-term leases of emergency cars and leases of low-value assets. The Group recognised lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets. In accordance with the modified retrospective method of adoption, the Group did not restate comparative information upon adoption. Additionally, there were no differences between assets and liabilities to be recognised in opening retained earnings as at the adoption date. As at 1 January 2019:

-- Property and equipment of GEL 76,172 were recognised and presented separately in the statement of financial position. Lease assets recognised previously under finance leases of GEL 8,761 and included under Property, plant and equipment were derecognised.

   --      Finance lease liabilities of GEL 76,172 were recognised. 

3. Summary of significant accounting policies (continued)

New standards, interpretations and amendments adopted by the Group (continued)

a) Nature of the effect of adoption of IFRS 16 (continued)

For the six months ended 30 June 2019:

-- Depreciation expense increased by GEL 9,155 relating to the depreciation of additional assets recognised.

-- General and administrative expenses decreased by GEL 10,171 relating to previous operating leases.

-- Interest expense increased by GEL 2,651 relating to the interest expense on additional lease liabilities recognised.

-- The Group recognised net loss from foreign currencies of GEL 4,751 relating to revaluation of finance lease liabilities denominated in foreign currencies.

-- Cash outflows from operating activities decreased by GEL 10,552 and cash outflows from financing activities increased by the same amount, representing the payments for the principal and interest portion of recognised lease liabilities.

b) Summary of new accounting policies Set out below are the new accounting policies of the Group upon adoption of IFRS 16:

Right-of-use assets

The Group recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are initially recognised at cost and are subsequently measured at fair value, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised and lease payments made at or before the commencement date less any lease incentives received. Unless the Group is reasonably certain to obtain ownership of the leased asset at the end of the lease term, the recognised right-of-use assets are depreciated on a straight-line basis over the shorter of its estimated useful life and the lease term. Right-of-use assets are subject to impairment.

Finance Lease liabilities

At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including insubstance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for terminating a lease, if the lease term reflects the Group exercising the option to terminate. The variable lease payments that do not depend on an index or a rate are recognised as expense in the period on which the event or condition that triggers the payment occurs.

In calculating the present value of lease payments, the Group uses the incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the in-substance fixed lease payments or a change in the assessment to purchase the underlying asset.

Short-term leases and leases of low-value assets

The Group applies the short-term lease recognition exemption to its short-term leases of emergency cars (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases of office equipment that are considered of low value (i.e., below USD 5,000). Lease payments on short-term leases and leases of low-value assets are recognised as expense on a straight-line basis over the lease term.

3. Summary of significant accounting policies (continued)

New standards, interpretations and amendments adopted by the Group (continued)

b) Summary of new accounting policies Set out below are the new accounting policies of the Group upon adoption of IFRS 16: (continued)

Significant judgement in determining the lease term of contracts with renewal options

The Group determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised.

The Group applies judgement in evaluating whether it is reasonably certain to exercise the option to renew. That is, it considers all relevant factors that create an economic incentive for it to exercise the renewal. After the commencement date, the Group reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise (or not to exercise) the option to renew (e.g., a change in business strategy). The Group analyzed its lease contracts and established the following: all contracts, including contracts to lease drug-stores, polyclinics and office spaces, contain either monetary or economic penalties over the entire contract term. In most of the cases, in case of cancellation by the lessor there is a monetary penalty requiring it to repay the lessee all amounts initially spent on leasehold improvements. In virtually all cases, there is an economic penalty for both parties upon cancellation of a lease contract. For the lessee of a drug-store or policlinic, the economic penalty is the significant time and effort involved in finding a new location and making leasehold improvements to fit the new location to the specific needs of the drug-store or policlinic. In case of office space, the economic penalty to the lessee is the significant time, effort and cost related to relocation of an office and its infrastructure. For the lessor, the economic penalty is forgoing a stable relationship with creditworthy lessee and potentially lost income during a vacancy period in which a new tenant is sought. In practical terms, based on the Group's historical statistical information, the abovementioned monetary and economic penalties translate into stable relationships and lease contracts that are prematurely cancelled in only under 1% of cases. Based on the above consideration, the Group concluded that it is appropriate to define the lease term as the period of the entire contract term, since even if monetary penalties are prescribed only on a portion of lease term, economic penalties apply to the entire contract period.

In case there is an option to extend the lease term and the lessee is reasonably certain to exercise the option, the Group also takes the extension into account while defining the lease term. The Group analyzed its contracts and in a number of cases, there was an automatic prolongation of contract in case the contract expired and neither party expressed willingness to cancel. In such cases contracts prescribed the exact term by which the contract should be extended. The terms by which specific contracts are automatically extended are based on the Group's operation department's judgment of how much more time they are planning to lease property in case the lease term is automatically extended. Therefore, the Group concluded that it is appropriate to define the lease term in this case to include the period over which the contract was automatically extended as this represents the operation department's best estimate of expected use of the leased asset.

Non-refundable taxes related to lease contracts

The Group also considered its approach to value added tax ("VAT") related to lease payments. Since a significant portion of the healthcare business is non subject to VAT, the Group does not a get refund from the state for the VAT paid on lease payments. Therefore, the Group considered whether the non-refundable VAT should be added to monthly lease payments and discounted together with the base amount to form the part of the right of use asset, however after analyzing the IFRS literature the Group concluded that it is appropriate to exclude the VAT and account for separately as an expense even though it is non-refundable.

Lease payments

There are some cases when, apart from the contractual fixed payments, there are contractual variable payments as well. In accordance with IFRS 16, lease payments should not include any variable payments that do not depend on either index or rate. For example, if variable rent depends on performance, it should be excluded from lease payments. After analyzing its contracts, the Group identified a number of agreements that included payments that related to utilities, marketing and that depended on revenues. Since those payments are variable, and they do not depend on any index or rate, the Group concluded that it is appropriate to exclude them from lease payments.

3. Summary of significant accounting policies (continued)

New standards, interpretations and amendments adopted by the Group (continued)

c) Amounts recognised in the statement of financial position and profit or loss IFRS 16.53

Set out below, are the carrying amounts of the Group's right-of-use assets and lease liabilities and the movements during the period:

 
                            Right-of-use   Lease liabilities 
                                  assets 
                           -------------  ------------------ 
 1 January 2019                   76,172              76,172 
 Net additions                    12,891              12,891 
 Depreciation expense            (9,155)                   - 
 Interest expense                      -               2,651 
 Net losses from foreign 
  currencies                           -               4,751 
 Payments                              -            (10,552) 
 Other                                 -                  31 
                           -------------  ------------------ 
 As at 30 June 2019               79,908              85,944 
                           -------------  ------------------ 
 

IFRIC Interpretation 23 Uncertainty over Income Tax Treatment

The Interpretation addresses the accounting for income taxes when tax treatments involve uncertainty - that affects the application of IAS 12 Income Taxes. It does not apply to taxes or levies outside the scope of IAS 12, nor does it specifically include requirements relating to interest and penalties associated with uncertain tax treatments. The Interpretation specifically addresses the following:

   --      Whether an entity considers uncertain tax treatments separately 

-- The assumptions an entity makes about the examination of tax treatments by taxation authorities

-- How an entity determines taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates

   --      How an entity considers changes in facts and circumstances 

An entity has to determine whether to consider each uncertain tax treatment separately or together with one or more other uncertain tax treatments. The approach that better predicts the resolution of the uncertainty needs to be followed.

The Group applies significant judgement in identifying uncertainties over income tax treatments. Since the Group operates in a complex multinational environment, it assessed whether the Interpretation had an impact on its consolidated financial statements. Upon adoption of the Interpretation, the Group considered whether it has any uncertain tax positions, particularly those relating to transfer pricing. The Company's and the subsidiaries' tax filings in different jurisdictions include deductions related to transfer pricing and the taxation authorities may challenge those tax treatments. The Group determined, based on its tax compliance and transfer pricing study, that it is probable that its tax treatments (including those for the subsidiaries) will be accepted by the taxation authorities. The interpretation did not have an impact on the consolidated financial statements of the Group.

3. Summary of significant accounting policies (continued)

New standards, interpretations and amendments adopted by the Group (continued)

Amendments to IFRS 9: Prepayment Features with Negative Compensation

Under IFRS 9, a debt instrument can be measured at amortised cost or at fair value through other comprehensive income, provided that the contractual cash flows are 'solely payments of principal and interest on the principal amount outstanding' (the SPPI criterion) and the instrument is held within the appropriate business model for that classification. The amendments to IFRS 9 clarify that a financial asset passes the SPPI criterion regardless of an event or circumstance that causes the early termination of the contract and irrespective of which party pays or receives reasonable compensation for the early termination of the contract. These amendments had no impact on the consolidated financial statements of the Group.

Amendments to IAS 19: Plan Amendment, Curtailment or Settlement

The amendments to IAS 19 address the accounting when a plan amendment, curtailment or settlement occurs during a reporting period. The amendments specify that when a plan amendment, curtailment or settlement occurs during the annual reporting period, an entity is required to determine the current service cost for the remainder of the period after the plan amendment, curtailment or settlement, using the actuarial assumptions used to remeasure the net defined benefit liability (asset) reflecting the benefits offered under the plan and the plan assets after that event. An entity is also required to determine the net interest for the remainder of the period after the plan amendment, curtailment or settlement using the net defined benefit liability (asset) reflecting the benefits offered under the plan and the plan assets after that event, and the discount rate used to remeasure that net defined benefit liability (asset).

These amendments had no impact on the consolidated financial statements of the Group as it did not have any plan amendments, curtailments, or settlements during the period.

Amendments to IAS 28: Long-term interests in associates and joint ventures

The amendments clarify that an entity applies IFRS 9 to long-term interests in an associate or joint venture to which the equity method is not applied but that, in substance, form part of the net investment in the associate or joint venture (long-term interests). This clarification is relevant because it implies that the expected credit loss model in IFRS 9 applies to such long-term interests.

The amendments also clarified that, in applying IFRS 9, an entity does not take account of any losses of the associate or joint venture, or any impairment losses on the net investment, recognised as adjustments to the net investment in the associate or joint venture that arise from applying IAS 28 Investments in Associates and Joint Ventures. These amendments had no impact on the consolidated financial statements as the Group does not have longterm interests in its associate and joint venture.

Annual Improvements 2015-2017 Cycle

IFRS 3 Business Combinations

The amendments clarify that, when an entity obtains control of a business that is a joint operation, it applies the requirements for a business combination achieved in stages, including remeasuring previously held interests in the assets and liabilities of the joint operation at fair value. In doing so, the acquirer remeasures its entire previously held interest in the joint operation.

An entity applies those amendments to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after 1 January 2019, with early application permitted. These amendments had no impact on the consolidated financial statements of the Group as there is no transaction where a joint control is obtained.

IFRS 11 Joint Arrangements

A party that participates in, but does not have joint control of, a joint operation might obtain joint control of the joint operation in which the activity of the joint operation constitutes a business as defined in IFRS 3. The amendments clarify that the previously held interests in that joint operation are not remeasured.

An entity applies those amendments to transactions in which it obtains joint control on or after the beginning of the first annual reporting period beginning on or after 1 January 2019, with early application permitted. These amendments had no impact on the consolidated financial statements of the Group as there is no transaction where a joint control is obtained.

IAS 12 Income Taxes

The amendments clarify that the income tax consequences of dividends are linked more directly to past transactions or events that generated distributable profits than to distributions to owners. Therefore, an entity recognises the income tax consequences of dividends in profit or loss, other comprehensive income or equity according to where it originally recognised those past transactions or events.

3. Summary of significant accounting policies (continued)

New standards, interpretations and amendments adopted by the Group (continued)

IAS 12 Income Taxes (continued)

An entity applies the amendments for annual reporting periods beginning on or after 1 January 2019, with early application permitted. When the entity first applies those amendments, it applies them to the income tax consequences of dividends recognised on or after the beginning of the earliest comparative period. Since the Group's current practice is in line with these amendments, they had no impact on the consolidated financial statements of the Group.

IAS 23 Borrowing Costs

The amendments clarify that an entity treats as part of general borrowings any borrowing originally made to develop a qualifying asset when substantially all of the activities necessary to prepare that asset for its intended use or sale are complete.

The entity applies the amendments to borrowing costs incurred on or after the beginning of the annual reporting period in which the entity first applies those amendments. An entity applies those amendments for annual reporting periods beginning on or after 1 January 2019, with early application permitted. Since the Group's current practice is in line with these amendments, they had no impact on the consolidated financial statements of the Group.

   4.     Segment Information 

During 2019 year, the Group broke down the Healthcare Services segment in three sub-segments: Referral Hospitals, Clinics and Diagnostics business. The change was implemented in line with the Group's updated business model. Comparative segment information has been restated accordingly. For management purposes, the Group is now organised into five operating segments based on the products, services and target market segment - Referral Hospitals, Clinics, Diagnostics, Pharmacy and Distribution and Medical insurance. All revenues of the Group result from Georgia, except from an immaterial amount of pharmacy sales in Armenia.

Referral hospitals represent large hospitals providing inpatient and outpatient medical services and are owned by the Group throughout the whole Georgian territory.

Clinics represent smaller hospitals providing mainly outpatient medical services and are owned by the Group throughout the whole Georgian territory.

Diagnostics represent various lab services rendered by high-technology business equipped with modern machinery.

Medical insurance comprises a wide range of medical insurance products, including personal accident insurance, term life insurance products bundled with medical insurance and travel insurance policies, which are offered by the Company's wholly owned subsidiary Imedi L.

Pharmacy and distribution comprises a wide range of drugs and parapharmacy products which are offered through a chain of well-developed drug-stores by the Company's subsidiary JSC GEPHA.

Management monitors the operating results of each of the business units separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance, as in the table below, is measured in the same manner as profit or loss in the consolidated financial statements. Corporate center costs are allocated to segments.

More than 20% of the Group's revenue is derived from the State. However, management believes that the government cannot be considered as a single client, because the customers of the Group are the patients that receive medical services and not the counterparties that pay for these services. Therefore, no revenue from transactions with a single external customer amounted to 10% or more of the Group's total revenue in the period ended 30 June 2019 or 30 June 2018.

Selected items from the statement of financial position as at 30 June 2019 and 31 December 2018 by segments are presented below:

 
                                           30 June 2019 Unaudited 
                      Referral   Clinics       Pharmacy        Medical    Diagonstics     Intersegment      Total 
                      Hospitals             and Distribution   Insurance                  transactions 
                                                                                        and consolidation 
                     ----------  --------  -----------------  ----------  -----------  ------------------  -------- 
Assets: 
 Property and 
  equipment             525,783   113,333             99,506      15,939       14,531                   -   769,092 
 Inventory               16,113     1,106            138,813           -        1,100                   -   157,132 
 
Liabilities: 
 Accounts payable        30,436     5,637            100,349           -        1,014            (17,652)   119,784 
 Lease liabilities        1,984     9,045             74,066         847            -                   -    85,942 
                     ----------  --------  -----------------  ----------  -----------  ------------------  -------- 
 

4. Segment Information (continued)

 
                                           31 December 2018 
                      Referral   Clinics       Pharmacy        Medical    Diagonstics     Intersegment      Total 
                      Hospitals             and Distribution   Insurance                  transactions 
                                                                                        and consolidation 
                     ----------  --------  -----------------  ----------  -----------  ------------------  -------- 
Assets: 
 Property and 
  equipment             535,520   102,116             31,292      15,214       13,895                   -   698,037 
 Inventory               16,978       829            127,924           -          433                   -   146,164 
 
Liabilities: 
 Accounts payable        34,651     1,986             79,772           -        1,222            (12,539)   105,092 
 Lease liabilities            -     8,676                  -           -            -                   -     8,676 
                     ----------  --------  -----------------  ----------  -----------  ------------------  -------- 
 

Statement of comprehensive income as at 30 June 2019 by segments are presented below:

 
                                           Period ended 30 June 2019 Unaudited 
                    ----------  ---------  ------------------------------------------------------------------------- 
                     Referral    Clinics       Pharmacy        Medical    Diagonstics    Intersegment       Total 
                     Hospitals             and Distribution    Insurance                 transactions 
                                                                                       and consolidation 
                    ----------  ---------  -----------------  ----------  -----------  -----------------  ---------- 
Healthcare 
 services 
 revenue               147,998     21,814                  -           -        2,285           (11,251)     160,846 
Revenue from 
 pharma                      -          -            295,193           -            -           (20,418)     274,775 
Net insurance 
 premiums 
 earned                      -          -                  -      36,366            -              (279)      36,087 
Revenue                147,998     21,814            295,193      36,366        2,285       (31,948)         471,708 
                    ----------  ---------  -----------------  ----------  -----------  -----------------  ---------- 
 
Cost of healthcare 
 services             (85,661)   (12,467)                  -           -      (1,605)              9,074    (90,659) 
Cost of sales of 
 pharmaceuticals             -          -          (220,944)           -            -             14,798   (206,146) 
Cost of insurance 
 services and 
 agents' 
 commissions                 -          -                  -    (31,916)            -              7,061    (24,855) 
Costs of services     (85,661)   (12,467)          (220,944)    (31,916)      (1,605)             30,933   (321,660) 
                    ----------  ---------  -----------------  ----------  -----------  -----------------  ---------- 
Gross profit            62,337      9,347             74,249       4,450          680            (1,015)     150,048 
                    ----------  ---------  -----------------  ----------  -----------  -----------------  ---------- 
 
Other operating 
 income                  8,135        602              3,414         660          118            (3,797)       9,132 
 
Salaries and other 
 employee benefits    (16,109)    (3,539)           (25,244)     (2,106)        (515)                196    (47,317) 
General and 
 administrative 
 expenses              (7,206)    (1,419)           (10,653)       (728)        (149)                228    (19,927) 
Impairment of 
 healthcare 
 services, 
 insurance 
 premiums and 
 other 
 receivables           (2,265)       (90)              (179)       (217)          (4)                443     (2,312) 
Other operating 
 expenses              (6,591)      (163)            (1,538)        (93)         (22)              3,946     (4,461) 
                    ----------  ---------  -----------------  ----------  -----------  -----------------  ---------- 
                      (32,171)    (5,211)           (37,614)     (3,144)        (690)              4,813    (74,017) 
                    ----------  ---------  -----------------  ----------  -----------  -----------------  ---------- 
 
EBITDA                  38,301      4,738             40,049       1,966          108                  1      85,163 
                    ----------  ---------  -----------------  ----------  -----------  -----------------  ---------- 
 
Depreciation and 
 amortisation         (13,599)    (3,290)            (9,240)       (548)        (132)                  -    (26,809) 
Interest income             62         28                 13         558            -                  -         661 
Interest expense      (11,714)    (2,240)            (8,206)       (272)          (1)                  -    (22,433) 
Net (losses)/gains 
 from foreign 
 currencies 
 and currency 
 derivatives           (3,133)      (895)            (6,546)          18         (20)                  -    (10,576) 
Net non-recurring 
 expense                 (392)       (67)               (62)           -          (5)                (1)       (527) 
                    ----------  ---------  -----------------  ----------  -----------  -----------------  ---------- 
Profit before 
 income 
 tax expense             9,525    (1,726)             16,008       1,722         (50)                  -      25,479 
Income tax expense           -          -               (69)       (288)            -                  -       (357) 
Profit for the 
 period                  9,525    (1,726)             15,939       1,434         (50)                  -      25,122 
                    ==========  =========  =================  ==========  ===========  =================  ========== 
 
 
   4.         Segment Information (continued) 

Statement of comprehensive income as at 30 June 2018 by segments are presented below:

 
                                           Period ended 30 June 2018 Unaudited 
                    ----------  ---------  ------------------------------------------------------------------------- 
                     Referral    Clinics       Pharmacy        Medical    Diagonstics    Intersegment       Total 
                     Hospitals             and Distribution    Insurance                 transactions 
                                                                                       and consolidation 
                    ----------  ---------  -----------------  ----------  -----------  -----------------  ---------- 
Healthcare 
 services 
 revenue               130,618     19,079                  -           -        1,378            (7,485)     143,590 
Revenue from 
 pharma                      -          -            254,191           -            -            (6,496)     247,695 
Net insurance 
 premiums 
 earned                      -          -                  -      27,005            -              (590)      26,415 
Revenue                130,618     19,079            254,191      27,005        1,378       (14,571)         417,700 
                    ----------  ---------  -----------------  ----------  -----------  -----------------  ---------- 
 
Cost of healthcare 
 services             (75,358)   (10,944)                  -           -      (1,077)              8,889    (78,490) 
Cost of sales of 
 pharmaceuticals             -          -          (191,412)           -            -                  -   (191,412) 
Cost of insurance 
 services and 
 agents' 
 commissions                 -          -                  -    (23,792)            -              4,847    (18,945) 
Costs of services     (75,358)   (10,944)          (191,412)    (23,792)      (1,077)             13,736   (288,847) 
                    ----------  ---------  -----------------  ----------  -----------  -----------------  ---------- 
Gross profit            55,260      8,135             62,779       3,213          301              (835)     128,853 
                    ----------  ---------  -----------------  ----------  -----------  -----------------  ---------- 
 
Other operating 
 income                  7,788        422              1,274         323            -            (2,861)       6,946 
 
Salaries and other 
 employee benefits    (14,065)    (3,290)           (22,493)     (1,846)         (90)                552    (41,232) 
General and 
 administrative 
 expenses              (7,086)    (1,957)           (16,723)       (682)        (132)                378    (26,202) 
Impairment of 
 healthcare 
 services, 
 insurance 
 premiums and 
 other 
 receivables           (2,457)       (44)               (25)       (159)            -                284     (2,401) 
Other operating 
 expenses              (4,910)      (515)              (251)       (133)          (4)              2,480     (3,333) 
                    ----------  ---------  -----------------  ----------  -----------  -----------------  ---------- 
                      (28,518)    (5,806)           (39,492)     (2,820)        (226)              3,694    (73,168) 
                    ----------  ---------  -----------------  ----------  -----------  -----------------  ---------- 
 
EBITDA                  34,530      2,751             24,561         716           75                (2)      62,631 
                    ----------  ---------  -----------------  ----------  -----------  -----------------  ---------- 
 
Depreciation and 
 amortisation         (12,342)    (2,614)            (1,124)       (391)         (91)                  -    (16,562) 
Interest income          2,136        638                 19         627            -            (2,828)         592 
Interest expense      (12,562)    (2,592)            (5,534)       (752)            -              2,828    (18,612) 
Net (losses)/gains 
 from foreign 
 currencies 
 and currency 
 derivatives              (91)        (7)              2,129          88            1                  -       2,120 
Net non-recurring 
 expense               (1,126)        276              (785)           -         (27)                  -     (1,662) 
                    ----------  ---------  -----------------  ----------  -----------  -----------------  ---------- 
Profit before 
 income 
 tax expense            10,545    (1,548)             19,266         288         (42)                (2)      28,507 
Income tax expense        (74)          -                  -        (43)            -                  -       (117) 
Profit for the 
 period                 10,471    (1,548)             19,266         245         (42)                (2)      28,390 
                    ==========  =========  =================  ==========  ===========  =================  ========== 
 
 
   5.     Cash and Cash Equivalents 
 
                                              Unaudited    31 December 
                                             30 June 2019      2018 
                                            -------------  ----------- 
Current and on-demand accounts with banks          12,786       33,823 
Cash on hand                                        2,724        2,331 
                                                           ----------- 
Total cash and cash equivalents                    15,510       36,154 
                                            =============  =========== 
 

Cash and cash equivalents of Imedi L on a stand-alone basis are GEL 2,531 (2018: GEL 1,625). The requirement of the Insurance State Supervision Service of Georgia ("ISSSG") is to maintain a minimum level of cash and cash equivalents at 10% of the total insurance contract liabilities subject to mandatory reserve requirements as defined by the ISSSG regulatory reserve requirement resolution, which as at the reporting date amounts to GEL 983 (2018: GEL 750). Management does not expect any losses from non-performance by the counterparties holding cash and cash equivalents, and there are no material differences between their book and fair values.

   6.       Amounts Due from Credit Institutions 
 
                                               Unaudited    31 December 
                                              30 June 2019      2018 
                                             -------------  ----------- 
Time deposits with banks, local currency             6,569        7,061 
Time deposits with banks, foreign currency           5,128        4,746 
                                                            ----------- 
Total amounts due from credit institutions          11,697       11,807 
                                             =============  =========== 
 

As at 30 June 2019, amounts due from credit institutions are represented by short (remaining maturity from reporting date of 1 to 12 months) placements with banks and earn annual interest of 4.5% to 12.25% (2018: 0% to 12.75%).

   7.     Insurance Premiums Receivables 
 
                                                     Unaudited    31 December 
                                                    30 June 2019      2018 
                                                   -------------  ----------- 
Insurance premiums receivable from policyholders          47,387       26,034 
Less - Allowance for impairment                          (2,650)      (2,391) 
                                                   -------------  ----------- 
Total insurance premiums receivables, net                 44,737       23,643 
                                                   =============  =========== 
 

The carrying amounts disclosed above reasonably approximate their fair values as at 30 June 2019 and 31 December 2018.

   8.     Receivables from Healthcare Services 
 
                                                Unaudited    31 December 
                                               30 June 2019      2018 
                                              -------------  ----------- 
Receivables from State                              115,571       97,666 
Receivables from individuals and other               26,205       22,023 
Receivables from insurance companies                  3,369        6,341 
                                              -------------  ----------- 
                                                    145,145      126,030 
Less - Allowance for impairment                    (21,095)     (19,189) 
                                              -------------  ----------- 
Total receivables from healthcare services, 
 net                                                124,050      106,841 
                                              =============  =========== 
 

The carrying amounts disclosed above reasonably approximate their fair values as at 30 June 2019 and 31 December 2018.

   9.     Property and Equipment 

The Group pledges its office and hospital buildings and assets under construction as collateral for its borrowings. The carrying amount of the land and office buildings and hospitals and clinics pledged as at 30 June 2019 was GEL 441,672 (2018: GEL 405,710). The Group engaged an independent appraiser to determine the fair value of its land and office buildings and hospitals and clinics on 1 October 2017, which is the latest revaluation date. If the land and office buildings and hospitals and clinics were measured using the cost model, the carrying amounts of the buildings as at 30 June 2019 and 31 December 2018 would be as follows:

 
                                            Unaudited    31 December 
                                           30 June 2019      2018 
                                          -------------  ----------- 
Cost                                            467,572      465,355 
Accumulated depreciation and impairment        (19,281)     (17,110) 
                                                         ----------- 
Net carrying amount                             448,291      448,245 
                                          =============  =========== 
 

The Group's gross balance of property and equipment as at 30 June 2019 comprised GEL 861,222 (2018: GEL 766,620) and accumulated depreciation as at 30 June 2019 comprised GEL 92,130 (2018: GEL 68,583). During the six months period ended 30 June 2019, the Group added GEL 16 million worth of property and equipment, of which GEL 10 million resulted from the Group's referral hospitals and clinics businesses that invested in development of new services, including dental services, across existing healthcare facilities as well as development of outpatient services in policlincs whith are currently in their ramp-up phase; GEL 3 million resulted from the Group's pharmacy and distribution business due to openings of 9 new pharmacies across Georgia; and GEL 2 million resulted from the Group's diagnostics business, which started its operations in early 2019 and currently is in early roll-out stage. Besides, in 2019, the Group adopted IFRS 16 which resulted in increase of property and equipment balance by GEL 80 million (Note 3).

   10.   Goodwill and Other Intangible Assets 

The table below presents carrying values of goodwill by operating segments and other intangible assets:

 
                                   Effective 
                                 annual growth 
                               rate in three-year  Pre-tax WACC 
                                   financial        applied for    Unaudited    31 December 
                                    budgets         impairment*   30 June 2019      2018 
----------------------------  -------------------  ------------  -------------  ----------- 
Pharmacy and Distribution 
 Goodwill                                      5%         14.4%         77,755       77,755 
Referral Hospitals Goodwill                    5%         12.7%         27,857       27,857 
Clinics Goodwill                               5%         12.7%          5,710        5,710 
Medical Insurance Goodwill                     5%         14.3%          3,462        3,462 
Total Goodwill                                                         114,784      114,784 
Other Intangible assets**                                               41,258       37,514 
                                                                 -------------  ----------- 
Total Goodwill and Other 
 Intangible Assets                                                     156,042      152,298 
                                                                 =============  =========== 
 

* Post-tax WACC (weighted average cost of capital) comprised approximately 13%

** Net of accumulated amortisation

In performing goodwill impairment testing the following key assumptions were made:

-- WACC was used as a discount rate for the forecasted cash flows. WACC was estimated using capital assets pricing model based on the group's shares market beta.

   --       2019, 2020 and 2021 years' cash flow projections were modelled applying 4% - 27% growth. 

Moderate, stable 4.9% real GDP growth was assumed based on the external statistical forecasts for 2021 and beyond.

For the Referral Hospitals and Clinics Goodwill cash generating units, the following additional assumptions were made over the first three-year period of the business plan:

   --       Further synergies will increase cost efficiency and further improve operating leverage; 

-- Growth of other healthcare business lines through an increased market demand and economic growth.

Goodwill is tested at the lowest level monitored by management, which is at the operating segment level. The Group performs goodwill impairment testing annually. The latest impairment test performed by the Group was as at 31 December 2018. The Group did not identify any impairment of goodwill as at 31 December 2018. The recoverable amounts of the cash-generating units have been determined based on value-in-use calculations using cash flow projections based on financial budgets approved by senior management covering from a one to three-year period. The Group did not identify any indicators of impairment at at 30 June 2019.

In 2019, 8,025% shareholding interest in fully owned subsidiary, JSC Mega-Lab, with book value of GEL 1,035, was transferred to minority shareholder in exchange for acquisition of laboratory information management system together with supporting technology and applicable licenses. The amount was debited to other intangible assets.

   11.      Inventory 
 
                                                    Unaudited    31 December 
                                                   30 June 2019      2018 
                                                  -------------  ----------- 
Inventory held by pharmacy and distribution 
 business (FIFO)                                        138,813      127,924 
Inventory held by healthcare business (weighted 
 average cost)                                           18,319       18,240 
                                                  -------------  ----------- 
Total                                                   157,132      146,164 
                                                  =============  =========== 
 
   12.     Insurance Contract Liabilities 
 
                                                    Unaudited    31 December 
                                                   30 June 2019      2018 
                                                  -------------  ----------- 
- Unearned premiums reserve ("UPR")                      38,603       19,291 
- Reserves for claims incurred but not reported 
 ("IBNR")                                                 1,460        1,964 
- Reserves for claims reported but not settled 
 ("RBNS")                                                 3,097        1,289 
                                                  -------------  ----------- 
Total insurance contracts liabilities                    43,160       22,544 
                                                  =============  =========== 
 
   13.   Borrowings 
 
                                                         Unaudited    31 December 
                                                        30 June 2019      2018 
                                                       -------------  ----------- 
Borrowings from local financial institutions                 118,098      156,449 
Borrowings from foreign financial institutions               151,380      134,337 
Borrowings from non-controlling interest shareholder 
 of subsidiary                                                 6,577        6,031 
                                                       -------------  ----------- 
Total borrowings                                             276,055      296,817 
                                                       =============  =========== 
 

In the period ended 30 June 2019 borrowings from local financial institutions had an average interest rate of 10.08% per annum (2018: 10.74%), maturing on average in 875 days (2018: 782 days). Borrowings from international financial institutions had an average interest rate of 9.14% (2018: 9.52%), maturing in 1,759 days (2018: 1,918 days). Borrowings from non-controlling interest shareholder of subsidiary had an average interest rate of 12.27% (2018: 12.32%), maturing in 351 days (2018: 74 days). Some borrowings are received upon certain conditions, such as maintaining different limits for leverage, capital investments, minimum amount of immovable property and others. As at 30 June 2019 and 31 December 2018, the Group complied with all these lender covenants.

   14.   Debt securities issued 

In July 2017 JSC Evex Hospitals issued five-year term local bonds of GEL 90 million. The bonds were issued at par value with an annual coupon rate of 10.75% representing a 350 basis points premium over the National Bank of Georgia Monetary Policy (refinancing) Rate. The proceeds were used to refinance borrowings from local commercial banks, which are a relatively more expensive source of funding, and also to fund planned on-going capital expenditures. Outstanding balance as at 30 June 2019 equalled GEL 92,840 (2018: GEL 93,573).

   15.   Payables for Share Acquisitions 

Payables for share acquisitions (also referred to as a "holdback" or an "acquisition holdback") are stated at fair value and represent outstanding amounts payable for business combinations and acquisition of non-controlling interest in existing subsidiaries. Payables for business combination is a portion of the total consideration, payment of which is deferred for a specified period of time in the future and, usually, is contingent upon certain events or conditions precedent or covenants established by the buyer. These conditions are: (i) The audited total equity balance in accordance with IFRS should not be materially different compared to management accounts existing as at the date of deal; (ii) Material unrecorded liabilities should not be identified; (iii) Any liabilities of the acquiree and/or its related parties towards the acquirer should not remain unpaid for greater than predetermined period after acquisition. Once these conditions precedent are fulfilled, the holdback amount is then paid fully or adjusted, as prescribed in the share purchase agreement for each particular business combination. Payable for share acquisitions comprised:

 
                                          Unaudited    31 December 
                                         30 June 2019      2018 
                                        -------------  ----------- 
Holdback for the acquisition of ABC            89,180       88,536 
LLC Emergency Service                             389        2,591 
JSC Pediatry                                      347          347 
Total Payables for Share Acquisitions          89,916       91,474 
                                        -------------  ----------- 
 

As at 30 June 2019, GEL 75,440 (2018: GEL 71,668) from JSC ABC holdback amount of GEL 89,180 (2018: 88,536) represents redemption liability arising from put option held by minority shareholders of JSC GEPHA which can be exercised in 2022 in case of which the Group will have to acquire from non-controlling interests the remaining 33% share based on pre-determined EBITDA multiple (4.5 times EBITDA). The redemption liability is the present value of the expected settlement amount at each reporting period end.

In 2019 the Group acquired 85% shareholding interest in LLC Emergency Service, a subsidiary which was previously de-facto controlled by the Group. In exchange for the 85% interest in LLC Emergency Service, the Group paid cash amount of GEL 877, gave up a right to collect an asset in the form of prepayment of GEL 500 and gave up 15% minority shareholding interest in existing subsidiary, LLC Catastrophe Medicine Paediatric Centre, with book value of GEL 171 thereby reducing the shareholding interest in the entity from 100% to 85%. The transaction resulted in decrease of LLC Emergency Service payable for share acquisition from GEL 2,591 as of 31 December 2018 to GEL 389 as of 30 June 2019 and resulted in gain from remeasurement of contingent consideration payable of GEL 654. The remaining payable of GEL 389 represents payable for acquisition of the remaining 15%, which expected to be settled in the coming years.

   16.   Commitments and Contingencies 

Legal

In the ordinary course of business, the Group is subject to legal actions and complaints. Management believes that the ultimate liability, if any, arising from such actions or complaints will not have a material adverse effect on the financial condition or the results of future operations of the Group.

As at 30 June 2019, the Group had litigation with the Social Service Agency ("SSA") in relation to an aggregate amount of GEL 7,868 (2018: GEL 7,233). The litigation with SSA was mainly related to procedural violations in medical documentation as well as the billing and invoicing process.

Financial commitments and contingencies

 
                                                 Unaudited    31 December 
                                                30 June 2019      2018 
                                               -------------  ----------- 
Capital commitments                                      397        1,099 
Operating lease commitments 
- Leases due not later than 1 year                       952       20,252 
- Leases due later than 1 year but not later 
 than 5 years                                          3,932       65,388 
Total minimum operating lease commitments              4,884       85,640 
                                               -------------  ----------- 
Total financial commitments                            5,281       86,739 
                                               =============  =========== 
 

As at 30 June 2019, capital commitments mainly comprised contracts related to the development of dental service. The Group did not have contingent rents or sublease payments. Rent expense recognised during the six month period equalled GEL 1,843 (30 June 2018: GEL 9,477).

   17.   Equity 

Share Capital

Share capital of Georgia Healthcare Group PLC is denominated in GBP and shareholders are entitled to dividends in GBP. Management and board of Georgia Healthcare Group PLC announced a dividend of GEL 0.053 per share, to be paid in respect of 2018 financial year. This represents a payout of 20% of 2018 earnings. No dividends were announced or distributed in the period ended 30 June 2019. Dividend payable amount, included in other liabilities, comprised 6,805 GEL. The amount was paid on 12 July 2019.

As at 30 June 2019 and 31 December 2018, number of ordinary shares comprised 131,681,820 totaling GEL 4,784.

Treasury Shares

The number of treasury shares held by the Company as at 30 June 2019 was 2,452,449 (2018: 2,763,916). The treasury shares are kept by the Company for the purposes of its future employee share-based compensation. During the six months period ended 30 June 2019 the Group purchased treasury shares of GEL 1,582 (2018: GEL 1,751).

Additional-paid in Capital

Additional paid-in-capital comprises credits or debits to equity on GHG share-related transactions. Any GHG share-related transaction impact (including share-based compensations) on top of nominal amount of GHG shares (0.01 GBP) is posted in additional paid-in-capital account.

Nature and purpose of other reserves

Revaluation reserve for property and equipment

The revaluation reserve for property and equipment is used to record increases in the fair value of office buildings and hospitals and clinics and decreases to the extent that such decrease relates to an increase on the same asset previously recognized in equity. As at 30 June 2019 the revaluation reserve for property and equipment equalled GEL 15,646 (2018: 15,646).

Gains (losses) from sale/acquisition of shares in existing subsidiaries

In 2017, as part of the ABC acquisition contract, the selling shareholders have a put option to sell their remaining 33% stake in the combined pharmacy and distribution business to GHG during the period from 1 January 2023 to 31 December 2023. At initial recognition, in accordance with IFRS requirements, the Group recognised GEL 55 million (present value) liability to purchase the remaining 33% shares - included in the payable for share acquisitions caption. The non-controlling interest arising from the consolidated pharmacy and distribution business, GEL 24 million, was fully de-recognised in accordance with IFRS requirements. The difference between the redemption liability of GEL 55 million and the non-controlling interest of

17. Equity (continued)

Nature and purpose of other reserves (continued)

GEL 24 million was debited to equity, resulting in a reduction of equity through other reserves by GEL 31 million. The redemption liability is carried at fair value and interest is unwound on each reporting date. The Group has not changed any of its input estimates as presented in Note 27 (EBITDA or discount rate). The redemption liability increased by GEL 3,772 (Note 27) in the six months period ended 30 June 2019 solely due to the unwinding of discount discussed above. The difference between the unwound interest and the share of profit attributable to the non-controlling interest is debited or credited to other reserves to "Acquisition of additional interest in existing subsidiaries" line. Current year change in the balance is partially attributable to the above contract. All the difference between subsequent changes to the redemption liability and the non-controlling interest is recognized in equity in the line "Acquisition of additional interest in existing subsidiaries" - the amount debited to other reserves equalled GEL 1,623 in 6 months period ended 30 June 2019 and the amount debited to non-controlling interest equalled GEL 2,149. The aggregate of the two amounts (GEL 1,623 and GEL 2,149) equaled GEL 3,772 and was credited to put option redemption liability (Note 27). The remaining credit to other reserves comprised GEL 1,131, which represents 85% shareholding interest acquisition in LLC Emergency Service, a subsidiary which was previously de-facto controlled by the Group. In exchange for the 85% interest in LLC Emergency Service, the Group paid cash amount of GEL 877, gave up a right to collect an asset in the form of prepayment of GEL 500 and gave up 15% minority shareholding interest in existing subsidiary, LLC Catastrophe Medicine Paediatric Centre, with book value of GEL 171 thereby reducing the shareholding interest in the entity from 100% to 85%. The value of 15% given up was debited to equity in the line "Acquisition of additional interest in existing subsidiaries by non-controlling shareholders".

As a result of the above discussed transactions, aggregate amount of GEL 492 was debited to the other reserves in the line of "Acquisition of additional interest in existing subsidiaries " (debit of GEL 1,623 due to put option and credit of GEL 1,131 due to LLC Emergency Service transaction). Besides, as a result of mainly the same transactions, GEL 3,121 was debited to non-controlling interest (debit of GEL 2,149 due to put option, debit of GEL 1,131 due to LLC Emergency Service transaction and credit of GEL 159 due to establishment of LLC New Dent as presented in Note 1 above).

As at 30 June 2019, losses from sale/acquisition of shares in existing subsidiaries equalled GEL 49,470 (2018: GEL 48,982).

Regulatory Capital Requirements

Regulatory capital requirements in Georgia are set by the ISSSG and are applied to Imedi L solely on a stand-alone basis. The ISSSG requirement is to maintain a minimum Capital of GEL 2,200, which should be kept in current accounts. A bank confirmation letter is submitted to ISSSG on a quarterly basis in order to prove compliance with the above-mentioned regulatory requirement. Imedi L regularly and consistently complies with the ISSSG regulatory capital requirement.

Earnings per Share

For the purpose of calculating basic earnings per share the Group used profit for the six month period attributable to shareholders of the Company of GEL 15,609 (2018: GEL 18,189) as a numerator and the weighted average number of shares outstanding during the period ended 30 June 2019 of 128,959,331 (2018: 128,752,840) as a denominator. For diluted earnings per share, the Group used the same numerator as for basic earnings per share and used the weighted average number of shares outstanding together with the number of shares granted to management during the period ended 30 June 2019 of 131,681,820 (2018: 131,681,820) as a denominator.

Non-controlling interest

In 2019, 67% owned subsidiary of the Group, JSC GEPHA, declared dividend of GEL 14.0 million, of which GEL 9,380 is attributable to JSC Georgia Healthcare Group and GEL 4,620 to non-controlling interest shareholders.

   18.     Healthcare Service and Pharmacy and Distribution Revenue 
 
                                                   Unaudited      Unaudited 
                                                  Period ended   Period ended 
                                                  30 June 2019   30 June 2018 
                                                 -------------  ------------- 
Healthcare services revenue from State (UHC)           115,794        100,744 
Healthcare services revenue from out-of-pocket 
 and other                                              41,308         38,634 
Healthcare services revenue from insurance 
 companies                                               4,909          5,992 
Less: Corrections & rebates                            (1,165)        (1,780) 
                                                 -------------  ------------- 
Total healthcare services revenue                      160,846        143,590 
                                                 =============  ============= 
 
Retail                                                 206,019        185,733 
Wholesale                                               68,756         61,962 
                                                 -------------  ------------- 
Total revenue from pharmacy and distribution           274,775        247,695 
                                                 =============  ============= 
 

18. Healthcare Service and Pharmacy and Distribution Revenue (continued)

The Group has recognised the following revenue-related contract assets and liabilities:

 
                                             Unaudited    31 December 
                                            30 June 2019      2018 
                                           -------------  ----------- 
Deferred revenues                                  5,106        4,867 
Receivables from healthcare services             124,050      106,841 
Receivables from sale of pharmaceuticals          18,808       20,440 
 

Receivables from healthcare services are recognized when the right to consideration becomes unconditional. Deferred revenue is recognised as revenue as we perform under the contract. The Group recognised GEL 239 revenue in the current reporting period that relates to carried-forward contract liabilities and is included in deferred revenues.

18. Healthcare Service and Pharmacy and Distribution Revenue (continued)

In period ended 30 June 2019, the Group has recognised the following amounts relating to revenue from contracts with customers in the income statement: Healthcare services revenue of GEL 160,846; revenue from pharmacy and distribution of GEL 274,775; revenue from sale of medicine of GEL 704. The Group applies practical expedient mentioned in IFRS 15.121 and does not disclose information about the aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied, the original expected duration of the underlying contracts is less than one year.

   19.   Net Insurance Premiums Earned 
 
                                        Unaudited      Unaudited 
                                       Period ended   Period ended 
                                       30 June 2019   30 June 2018 
                                      -------------  ------------- 
Gross premiums written                       54,856         33,494 
Change in unearned premiums reserve        (18,769)        (7,079) 
                                      -------------  ------------- 
Total net insurance premiums earned          36,087         26,415 
                                      =============  ============= 
 
   20.   Cost of Healthcare Services and Pharmaceuticals 
 
                                                 Unaudited      Unaudited 
                                                Period ended   Period ended 
                                                30 June 2019   30 June 2018 
                                               -------------  ------------- 
Cost of salaries and other employee benefits        (56,533)       (51,544) 
Cost materials and supplies                         (24,477)       (18,823) 
Cost of utilities and other                          (7,780)        (6,640) 
Cost of providers                                    (1,869)        (1,483) 
                                               -------------  ------------- 
Total cost of healthcare services                   (90,659)       (78,490) 
                                               =============  ============= 
 
Retail                                             (149,730)      (138,109) 
Wholesale                                           (56,416)       (53,303) 
                                               -------------  ------------- 
Total cost of sales of pharmaceuticals             (206,146)      (191,412) 
                                               =============  ============= 
 

Cost of utilities and other comprise electricity, natural gas, cleaning, water supply, fuel supply, repair and maintenance of medical equipment. Indirect salaries that were not included in the cost of healthcare services in the period ended 30 June 2019 amounted to GEL 47,317 (30 June 2018: GEL 41,232) and were presented as a separate line item in profit or loss. The total amount of salaries and other employee benefits recognised as an expense in profit or loss in the period ended 30 June 2019 amounted to GEL 103,850 (30 June 2018: GEL 92,776).

   21.   Cost of insurance services and agents' commissions 
 
                                                       Unaudited      Unaudited 
                                                      Period ended   Period ended 
                                                      30 June 2019   30 June 2018 
                                                     -------------  ------------- 
Insurance claims paid                                     (21,379)       (13,322) 
Change in insurance contract liabilities                   (2,061)        (4,343) 
                                                     -------------  ------------- 
Net insurance claims incurred                             (23,440)       (17,665) 
                                                     -------------  ------------- 
Agents, brokers and employee commissions                   (1,415)        (1,280) 
                                                     -------------  ------------- 
Cost of insurance services and agents' commissions        (24,855)       (18,945) 
                                                     =============  ============= 
 
   22.   Net Non-Recurring Expense 

The Group separately classifies and discloses those income and expenses that are non-recurring by nature. Any type of income or expense may be non-recurring by nature. The Group defines non-recurring income or expense as income or expense triggered by or originated from an unusual economic, business or financial event that is not inherent to the regular and ordinary business course of the Group and is caused by uncertain or unpredictable external factors.

Net non-recurring expense for the six month period ended 30 June 2019 comprises:

   --      GEL 322 loss from employee dismissal compensation; 
   --      GEL 94 expenses for transportation of patients injured during demonstrations in Tbilisi; 
   --      GEL 111 loss from other individually insignificant transactions; 

Net non-recurring expense for the six month period ended 30 June 2018 comprises:

   --      GEL 783 one-off charity expense; 
   --      GEL 331 prior period related professional service additional billing; 
   --      GEL 184 loss from employee dismissal compensation; 
   --      GEL 364 loss from other individually insignificant transactions; 
   23.     Share-based Compensation 

In February 2019 the Board of Directors of GHG resolved to award 111,301 ordinary shares of GHG to the CEO of the Group. In February 2019 the Board of Directors of GHG resolved to award 173,121 ordinary shares of GHG to 3 executives. The shares were awarded with a three-year vesting period, with continuous employment being the only vesting condition for both awards. The Group considers 8 February 2019 as the grant date for the awards to the CEO and other executives. The Group estimates that the fair value of the shares awarded was GEL 8.02 per share as at grant date. The fair values were identified based on market prices on grant date. As at 30 June 2019 no shares have been vested.

In December 2017 the Board of Directors of GHG resolved to award 122,900 ordinary shares of GHG to the CEO of the Group. In December 2017 the Board of Directors of GHG resolved to award 107,200 ordinary shares of GHG to 3 executives. The shares were awarded with a three-year vesting period, with continuous employment being the only vesting condition for both awards. The Group considers 10 December 2017 as the grant date for the awards to the CEO and other executives. The Group estimates that the fair value of the shares awarded was GEL 12.54 per share as at grant date. The fair values were identified based on market prices on grant date. As at 30 June 2019, one third of the discretionary shares have been vested.

In February 2017 the Board of Directors of GHG resolved to award 141,981 ordinary shares of GHG to the CEO of the Group. In February 2017 the Board of Directors of GHG resolved to award 128,070 ordinary shares of GHG to 3 executives. The shares were awarded with a three-year vesting period, with continuous employment being the only vesting condition for both awards. The Group considers 28 February 2017 as the grant date for the awards to the CEO and other executives. The Group estimates that the fair value of the shares awarded was GEL 11.68 per share as at grant date. The fair values were identified based on market prices on grant date. As at 30 June 2019, two thirds of the discretionary shares have been vested.

In February 2016, the Board of Directors of GHG resolved to award 237,500 ordinary shares of GHG to the CEO of the Group. In February 2016, the Board of Directors of GHG resolved to award 281,000 ordinary shares of GHG to 3 executives. The shares were awarded with a three-year vesting period, with continuous employment being the only vesting condition for both awards. The Group considers 15 February 2016 as the grant date for the awards to the CEO and other executives. The Group estimates that the fair value of the shares awarded was GEL 6.28 per share as at grant date. The fair values were identified based on market prices on grant date. As at 30 June 2019, the discretionary shares have been fully vested.

In January 2015, the CEO of the Group and the deputies signed five-year fixed contingent share-based compensation agreements for the total of 1,670,000 ordinary shares of GHG. The total amount of shares allocated to each executive will be awarded in five equal installments during the five consecutive years starting January 2017, of which each award will be subject to a four-year vesting period with 20% of shares vesting during the first three years and 40% of shares vesting during the fourth year. The Group considers 1 January 2015 and 29 April 2015 as the grant dates for the awards to the CEO and deputies respectively. The Group estimates that the fair value of the shares awarded was GEL 2.18 per share as at the respective grant dates. The respective fair values were estimated using appropriate valuation techniques based on market and income approaches. As at 30 June 2019, 24% of the shares have been vested.

   24.   Capital Management 

Capital under management consists of share capital, additional paid-in capital, retained earnings including profit or loss of the current period, revaluation and other reserves and non-controlling interests. The Group has established the following capital management objectives, policies and approach to managing the risks that affect its capital position.

The capital management objectives are as follows:

-- To maintain the required level of stability of the Group thereby providing a degree of security to the shareholders as well as insurance policyholders for the insurance arm;

-- To allocate capital efficiently and support the development of business by ensuring that returns on capital employed meet the requirements of its capital providers and of its shareholders;

-- To maintain financial strength to support new business growth and to satisfy the requirements of the shareholders, regulators as well as insurance policyholders for the insurance arm.

Some operations of the Group are subject to local regulatory requirements in Georgia. These requirments impose certain restrictive provisions for the insurance arm, such as insurance capital adequacy and the minimum insurance liquidity requirement, to minimise the risk of default and insolvency and to meet unforeseen liabilities as they arise.

During the six month period ended 30 June 2019 and year ended 31 December 2018 the Group complied with all regulatory requirements as well as insurance capital and insurance liquidity regulations, in full.

The Group's capital management policy for its insurance business is to hold the least required amount of regulatory capital and, also, to hold sufficient liquid assets to cover statutory requirements based on the directives of ISSSG. The regulations of ISSSG require that an insurance company must hold liquid assets of at least 75% of its unearned premium reserve, net of gross insurance premiums receivable, and 100% of its loss reserves. Assets eligible for inclusion in liquid assets are: cash and cash equivalents, amounts due from credit institutions, loans issued, investment property as well as other financial assets, as defined by ISSSG. The amount of such minimum liquid assets is called the "Statutory Reserve".

Changes in liabilities arising from financing activities:

 
                                   Borrowings        Debt securities       Total 
                                                          issued 
                                 --------------  ----------------------  --------- 
 1 January 2018                         267,010                  93,493    360,503 
-------------------------------  --------------  ----------------------  --------- 
 Proceeds from borrowings                83,241                       -     83,241 
 Repayment of borrowings               (61,818)                       -   (61,818) 
 Interest accrual/(payment)               6,205                      80      6,285 
 Foreign exchange (gain)/loss             2,179                       -      2,179 
-------------------------------  --------------  ----------------------  --------- 
 31 December 2018                       296,817                  93,573    390,390 
===============================  ==============  ======================  ========= 
 
 
 
                                   Borrowings        Debt securities       Total 
                                                          issued 
                                 --------------  ----------------------  --------- 
 31 December 2018                       296,817                  93,573    390,390 
-------------------------------  --------------  ----------------------  --------- 
 Proceeds from borrowings                31,496                       -     31,496 
 Repayment of borrowings               (59,282)                       -   (59,282) 
 Interest accrual/(payment)               2,218                   (733)      1,485 
 Foreign exchange (gain)/loss             4,806                       -      4,806 
-------------------------------  --------------  ----------------------  --------- 
 30 June 2019                           276,055                  92,840    368,895 
===============================  ==============  ======================  ========= 
 
   25.   Maturity analysis 

The table below analyses assets and liabilities of the Group into their relevant maturity groups based on the remaining period at the reporting date their contractual maturities or expected repayment dates.

 
30 June 2019                                Less than  More than    Total 
                                             one year   one year 
------------------------------------------  ---------  ---------  --------- 
Assets 
Cash and cash equivalents                      15,510          -     15,510 
Amounts due from credit institutions           11,697          -     11,697 
Insurance premiums receivables                 44,737          -     44,737 
Receivables from healthcare services          108,368     15,682    124,050 
Receivables from sales of pharmaceuticals      18,808          -     18,808 
Inventory                                     157,132          -    157,132 
Prepayments                                    11,500      2,656     14,156 
Current income tax assets                          85          -         85 
Investment in associate                             -      3,441      3,441 
Property and equipment                              -    769,092    769,092 
Goodwill and other intangible assets                -    156,042    156,042 
Other assets                                   16,121     14,939     31,060 
                                            ---------  ---------  --------- 
Total assets                                  383,958    961,852  1,345,810 
                                            =========  =========  ========= 
 
Liabilities 
Accruals for employee compensation             26,951          -     26,951 
Insurance contract liabilities                 43,160          -     43,160 
Accounts payable                              119,784          -    119,784 
Current income tax liabilities                    290          -        290 
Lease liabilities                              85,942          -     85,942 
Payables for share acquisitions                 5,566     84,350     89,916 
Borrowings                                    101,306    174,749    276,055 
Debt securities issued                          2,840     90,000     92,840 
Other liabilities                              22,771          -     22,771 
                                            ---------  ---------  --------- 
Total liabilities                             408,610    349,099    757,709 
                                            ---------  ---------  --------- 
Net position                                 (24,652)    612,753    588,101 
                                            =========  =========  ========= 
Accumulated gap                              (24,652)    588,101 
                                            =========  ========= 
 
   25.     Maturity analysis (continued) 
 
 31 December 2018                      Less than   More than     Total 
------------------------------------                          ---------- 
                                       one year    one year 
------------------------------------  ----------  ----------  ---------- 
 Assets 
 Cash and cash equivalents                36,154           -      36,154 
 Amounts due from credit 
  institutions                            11,807           -      11,807 
 Insurance premiums receivables           23,643           -      23,643 
 Receivables from healthcare 
  services                                90,006      16,835     106,841 
 Receivables from sales 
  of pharmaceuticals                      20,440           -      20,440 
 Inventory                               146,164           -     146,164 
 Prepayments                              10,255       2,809      13,064 
 Current income tax assets                 1,007           -       1,007 
 Investment in associate                       -       3,124       3,124 
 Property and equipment                        -     698,037     698,037 
 Goodwill and other intangible 
  assets                                       -     152,298     152,298 
 Other assets                              9,109      18,818      27,927 
                                      ----------  ----------  ---------- 
 Total assets                            348,585     891,921   1,240,506 
                                      ==========  ==========  ========== 
 
 Liabilities 
 Accruals for employee compensation       26,615           -      26,615 
 Insurance contract liabilities           22,544           -      22,544 
 Accounts payable                         97,921       7,171     105,092 
 Current income tax liabilities               41           -          41 
 Lease liabilities                         8,676           -       8,676 
 Payable for share acquisitions            8,285      83,189      91,474 
 Borrowings                              106,102     190,715     296,817 
 Debt securities issued                    4,648      88,925      93,573 
 Other liabilities                        17,680       2,963      20,643 
                                      ----------  ----------  ---------- 
 Total liabilities                       292,512     372,963     665,475 
                                      ----------  ----------  ---------- 
 Net position                             56,073     518,958     575,031 
                                      ==========  ==========  ========== 
 Accumulated gap                          56,073     575,031 
                                      ==========  ========== 
 

The amounts and maturities in respect of the insurance contract liabilities are based on management's best estimate supported by statistical techniques and past experience. Management believes that the current level of the Group's liquidity is sufficient to meet all its present obligations and settle liabilities in timely manner.

The Group also matches the maturity of financial assets and financial liabilities and imposes a maximum limit on negative gaps.

   26.   Related Party Transactions 

In accordance with IAS 24 Related Party Disclosures, parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party in making financial or operational decisions. In considering each possible related party relationship, attention is directed to the substance of the relationship, not merely the legal form.

Related parties may enter into transactions which unrelated parties might not, and transactions between related parties may not be effected on the same terms, conditions and amounts as transactions between unrelated parties. All transactions with related parties disclosed below have been conducted on an arm's length basis.

   26.        Related Party Transactions (continued) 

The volumes of related party transactions, outstanding balances at the period/year end, and related expense and income for the period/year are as follows:

 
                                                Unaudited 30 June                     31 December 2018 
                                                       2019 
                                       ------------------------------------  ----------------------------------- 
                                           Entities           Other **           Entities          Other ** 
                                             under                                 under 
                                        common control*                       common control* 
                                       -----------------  -----------------  ----------------  ----------------- 
Assets 
Insurance premiums receivable                      1,260                  -               621                  - 
Other assets: Investment securities: 
 available-for-sale                                  738                  -               684                  - 
Other assets: Derivative financial                     -                  -                 -                  - 
 assets 
Prepayments and other assets                         165                  -                60                  - 
                                       -----------------  -----------------  ----------------  ----------------- 
                                                   2,163                  -             1,365                  - 
                                       =================  =================  ================  ================= 
Liabilities 
Accounts payable                                     488                  -               311                  - 
Borrowings                                             -              6,577                 -              6,031 
Insurance contract liabilities                       296                  -                 -                  - 
Other liabilities: derivative                          -                  -                 -                  - 
 financial liability 
Other liabilities: other                               -                  -                 -                  - 
                                       -----------------  -----------------  ----------------  ----------------- 
                                                     784              6,577               311              6,031 
                                       =================  =================  ================  ================= 
 
 
                                                    Unaudited         Unaudited 
                                                   Period ended      Period ended 
                                                   30 June 2019      30 June 2018 
                                                 ----------------  ---------------- 
                                                     Entities          Entities 
                                                       under             under 
                                                  common control*   common control* 
                                                 ----------------  ---------------- 
Income and expenses 
Net insurance premiums earned                                 466             2,228 
General and administrative expenses                         (471)             (839) 
Salaries and other employee benefits                            -             (168) 
Interest income                                                26               244 
Interest expense                                                -           (2,926) 
Net gains from foreign currencies                            (51)           (1,066) 
Other operating expenses                                        -                 - 
Other operating income***                                   2,923               133 
Cost of healthcare services and medical trials              (819)             (749) 
Non-recurring expense                                           -              (61) 
                                                 ----------------  ---------------- 
                                                            2,074           (3,204) 
                                                 ================  ================ 
 

* Entities under common control include subsidiaries of Georgia Capital Group PLC since 30 May 2018 and subsidiaries of BGEO Group PLC before 29 May 2018 inclusively;

** Other comprise non-controlling shareholders in GNCo and LLC Deka;

***The amount comprises gain from sale of land and office building by the Group's subsidiary, JSC Gepha, to sister company, JSC m2. The property sold represented an unused asset of the Group, which emerged as a result of relocation of JSC Gepha's head office from the property to new leased location.

Compensation of key management personnel comprised the following:

 
                                      Unaudited      Unaudited 
                                     Period ended   Period ended 
                                     30 June 2019   30 June 2018 
                                    -------------  ------------- 
Salaries and cash bonuses                   4,193          3,856 
Share-based compensation                    2,156          1,886 
Total key management compensation           6,349          5,742 
                                    =============  ============= 
 
   27.   Fair Value Measurements 

Fair value hierarchy

For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability. The Group uses the following hierarchy for determining and disclosing the fair value:

   --      Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities; 

-- Level 2: techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly; and

-- Level 3: techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable market data.

The following tables show analysis of assets and liabilities measured at fair value or for which fair values are disclosed by level of the fair value hierarchy. They also include a comparison by class of the carrying amounts and fair values of the Group's financial instruments that are carried in the financial statements.

 
 
(Unaudited)       Level 1  Level 2  Level 3    Total fair value 30-Jun-2019   Carrying value 30-Jun-2019   Unrecognised gain (loss) 
                                                                                                                  30-Jun-2019 
                  -------  -------  --------   ----------------------------   --------------------------   ------------------------ 
 
Assets measured 
at fair value 
Property and 
 equipment              -        -   769,092                        769,092                      769,092                          - 
Other assets: 
 call option            -        -    18,470                         18,470                       18,470                          - 
 
Assets for which 
fair values are 
disclosed 
Cash and cash 
 equivalents            -   15,510         -                         15,510                       15,510                          - 
Amounts due from 
 credit 
 institutions           -        -    11,697                         11,697                       11,697                          - 
Receivables from 
 healthcare 
 services               -        -   124,050                        124,050                      124,050                          - 
Receivables from 
 sales of 
 pharmaceuticals        -        -    18,808                         18,808                       18,808                          - 
Insurance 
 premiums 
 receivable             -        -    44,737                         44,737                       44,737                          - 
Other assets: 
 loans issued 
 and lease 
 deposit                -        -     4,484                          4,484                        4,484                          - 
 
Liabilities 
measured at fair 
value 
Payable for 
 share 
 acquisitions           -        -    89,916                         89,916                       89,916                          - 
 
Liabilities for 
which fair 
values are 
disclosed 
Lease liability         -        -    86,528                         86,528                       85,942                      (586) 
Borrowings              -        -   278,650                        278,650                      276,055                    (2,595) 
Debt securities 
 issued                 -        -    93,073                         93,073                       92,840                      (233) 
                  -------  -------  --------   ----------------------------   --------------------------   ------------------------ 
 

The Group only carries land and office buildings at fair value (level 3). Refer to Note 9. The following is a description of the determination of fair value for financial instruments and property that are recorded at fair value using valuation techniques. These incorporate the Group's estimate of assumptions that a market participant would make when valuing the instruments.

Property and equipment

Property carried at fair value consists of land and buildings and hospitals and clinics, for which fair value is derived by certain inputs that are not based on observable market data. The value of these assets is measured using the market and depreciated replacement cost (DRC) approaches. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable land and buildings respectively, while DRC approach uses construction costs for similar properties.

Derivative financial instruments

Derivative financial instruments valued using a valuation technique with market observable inputs comprise forward foreign exchange contracts. The applied valuation technique employs a discounted forward pricing model. The model incorporates various inputs including the foreign exchange spot and forward rates. Call option represents option on acquisition of remaining 33% equity interest in JSC GEPHA from non-controlling interests in 2022 based on pre-determined EBITDA multiple (6.0 times EBITDA) of JSC GEPHA. The Group has applied binomial model for option valuation. Major unobservable input for call option valuation represents volatility of price of the underlying 33% minority share of equity, which was estimated based on actual volatility of parent company's market capitalisation from 1 July 2016 till 30 June 2019 period, which equalled 40.8%. If the volatility was 10% higher, fair value of call option would increase by GEL 2,774 (2018: GEL 2,012) if volatility was 10% lower call option value would decrease by GEL 2,692 (2018: GEL 2,035). The Group recognised GEL 1,501 (2018: GEL 1,212) unrealised gain on the call option during the 6 months period ended 30 June 2019.

   27.     Fair Value Measurements (continued) 

Put option represents option owned by non-controlling shareholders on sale of remaining 33% equity interest in JSC GEPHA to the Group in 2022 based on pre-determined EBITDA multiple (4.5 times EBITDA) of JSC GEPHA. The Group has estimated put option value based on number of unobservable inputs. Major unobservable input for put option valuation represents estimated EBITDA of JSC GEPHA as well as discount rate used to value the option. The Group has applied 11% discount rate to value the option. If the discount rate was 1% higher, fair value of put option redemption liability would decrease by GEL 2,336 (2018: GEL 2,528) if discount rate was 1% lower put option redemption liability value would increase by GEL 2,433 (2018: GEL 2,644).

Fair value hierarchy (continued)

The following tables show a reconciliation of the opening and closing amounts of level 3 financial assets which are recorded at fair value:

 
                     1 January 2018   Remeasurement in   Payment    Remeasurement        Business       At 31 December 
                                           equity                     in income        combinations          2018 
                                                                      statement 
                    ---------------  -----------------  --------  ----------------  -----------------  --------------- 
 Level 3 financial 
 assets 
 Call option                 10,106          -                 -             6,863                  -           16,969 
 
 
 Level 3 
 financial 
 liabilities 
 Payables for 
  share 
  acquisitions: 
  put option          61,512          10,156                             -              -            -     71,668 
 Payables for 
  share 
  acquisitions: 
  holdback for 
  business 
  acquisitions        36,746               -                      (16,626)        (1,340)        1,026     19,806 
---------------  -----------  --------------  ----------------------------  -------------  -----------  --------- 
 Total 
  financial 
  liabilities 
  (Note 15)           98,258          10,156                      (16,626)        (1,340)        1,026    91,474 
                  1 January    Remeasurement     Payment     Remeasurement     Business     At 30 June 
                     2019        in equity                     in income     combinations      2019 
                                                               statement 
                 -----------  --------------  ------------  --------------  -------------  ----------- 
 Level 3 
 financial 
 assets 
 Call option          16,969         -                   -           1,501              -       18,470 
 
 
 
 Level 3 financial liabilities 
 Payables for share acquisitions: put option                 71,668   3,772         -     -   -     75,440 
 Payables for share acquisitions: holdback for business 
  acquisitions                                               19,806       -   (6,101)   771   -     14,476 
----------------------------------------------------------  -------  ------  --------  ----      --------- 
 Total financial liabilities (Note 15)                       91,474   3,772   (6,101)   771   -     89,916 
 
 

Impact of changes in key assumptions on fair value of level 3 assets measured at fair value

Level 3 property at fair value

 
                                                                                                       Sensitivity of 
                    30 June                    Significant                                             the 
 Property             2019       Valuation     unobservable                  Other                     input to fair 
  and equipment     Unaudited    technique        inputs       Range    key information     Range      value 
----------------  -----------  ------------  --------------  --------  ----------------  -----------  ---------------- 
                                                                                                       Increase 
                                                                                                       (decrease) 
                                                                                                       in the price 
                                                                                                       per 
                                                                                                       square meter 
                                                                                                       would 
                                                  Price                                                result in 
                                                per square                                             increase 
 Land                                             meter,                    Square                     (decrease) in 
  and office                      Market          land,                     meters,                    fair 
  buildings          22,329       approach       building     5-2,284       building      123-1,770    value 
                                                                                                       Increase 
                                                                                                       (decrease) 
                                                                                                       in the price 
                                                                                                       per 
                                                                                                       square meter 
                                                  Price                                                would 
                                                   per                                                 result in 
                                                  square                                               increase 
                                  Market          meter,                    Square                     (decrease) in 
 Hospitals                        and DRC         land,                     meters,                    fair 
  and clinics       441,672      approaches      building     3-1,106       building      151-30,700   value 
----------------  -----------  ------------  --------------  --------  ----------------  -----------  ---------------- 
 

The following describes the methodologies and assumptions used to determine fair values for those financial instruments that are not already recorded at fair value in the consolidated financial statements.

   27.     Fair Value Measurements (continued) 

Assets for which fair value approximates carrying value

For financial assets and financial liabilities that are liquid or have a short term maturity (less than three months) it is assumed that the carrying amounts approximates their fair value. This assumption is also applied to variable rate financial instruments.

Fixed rate financial instruments

The fair values of fixed rate financial assets and liabilities carried at amortised cost are estimated by comparing market interest rates when they were first recognised with current market rates offered for similar financial instruments. The estimated fair value of fixed interest bearing deposits is based on a discounted cash flow analysis using prevailing money-market interest rates for debts with similar credit risk and maturity.

   28.   Events After Reporting Period 

Subsequent to 30 June 2019, the SSA completed its scheduled inspection of the Group's several major hospitals and clinics. As a result of the procedures, SSA provided preliminary acts of inspection and proposed penalties due to some procedural violations, similar to the ones disclosed in Note 16. The management conducted preliminary assessment of the inspection acts and concluded that around GEL 3 million penalty was possible (but not probable) to be incurred with regard to the above inspection. The Group continues to assess the identified cases in details and will come up with the updated assessment in the 2019 year-end financial statements.

ANNEX

-- Corrections and rebates are corrections of invoices due to errors or faults by third parties

-- Eliminations are intercompany transactions between medical insurance and healthcare services

-- Gross margin - Gross margin equals gross profit divided by gross revenue excluding corrections and rebates

-- Materials rate equals cost of materials and supplies divided by gross revenue excluding corrections and rebates

-- Direct salary rate equals cost of salaries and other employee benefits divided by gross revenue excluding corrections and rebates

-- Admin salary rate equals administrative Salaries and other employee benefits divided by gross revenue excluding corrections and rebates

-- Selling, general and administrative expenses rate (SG&A rate) equals General and administrative expenses divided by gross revenue excluding corrections and rebates

-- Other operating expenses are operating expenses which are not included in cost of sales and administrative expenses, which primarily include the cost of medicines sold, any losses from the sale of property and equipment, expenses on factoring, write-offs of fixed assets and other

-- Operating leverage is calculated as the difference between percentage increase in gross profit and percentage increase in total operating costs and other operating incomes

-- Organic growth - percentage increase in healthcare service revenue, excluding growth derived from any acquisitions during a given period

-- EBITDA is defined as earnings before interest, taxes, depreciation and amortisation and is derived as the Group's Profit before income tax expense but excluding the following line items: depreciation and amortisation, interest income, interest expense, net losses from foreign currencies and net non-recurring (expense)/income

-- EBITDA margin equals EBITDA divided by gross revenue excluding corrections and rebates

-- The Group's rent expense comprises of operating lease contracts

-- The Group's maintenance capital expenditure are short-term expenditures

-- The Group's expansion capital expenditures are longer term by nature and include acquisition of properties with longer useful lives

-- Net Debt to EBITDA equals Borrowings less Cash and bank deposits divided by EBITDA

-- Earnings per share (EPS) equals profit for the period / net profit attributable to shareholders of the Company divided by weighted average number of shares outstanding during the same period

-- Bed occupancy rate is calculated by dividing the number of total inpatient nights by the number of bed days (number of days multiplied by number of beds, excluding emergency beds) available during the year

-- Average length of stay is calculated as number of inpatient days divided by number of patients. This calculation excludes data for the emergency department

-- Renewal rate is calculated by dividing number of clients who renewed insurance contracts during given period by total number of clients

-- Commission ratio equals agents, brokers and employee commissions divided by net insurance premiums earned

-- Loss ratio is defined as net insurance claims divided by net insurance revenue

-- Expense ratio is defined as operating expenses excluding interest expense divided by net insurance revenue

-- Combined ratio is the sum of loss ratio and expense ratio

-- Day's sales outstanding ratio ("DSO") equals receivables from sales of pharmaceuticals divided by wholesale revenue of pharmacy and distribution, multiplied by number of days in a given period

-- Revenue cash conversion equals revenue received from all business lines divided by net revenue.

-- EBITDA cash conversion cycle equals Net cash flows from / (used in) operating activities before income tax divided by EBITDA

-- Other operating income is presented on a net basis and is derived from financial statements after subtracting other operating expense

-- Net interest income (expense) and cost of currency derivatives includes interest expense as well as cost of currency derivatives as presented in the financial statements

-- ROIC is calculated as EBITDA minus depreciation, plus interest income divided by aggregate amount of total equity and borrowed funds.

COMPANY INFORMATION

Georgia Healthcare Group PLC

Registered Address

84 Brook Street

London W1K 5EH

United Kingdom

ghg.com.ge

Registered under number 09752452 in England and Wales

Incorporation date: 27 August 2015

Stock Listing

London Stock Exchange PLC's Main Market for listed securities

Ticker: "GHG.LN"

Contact Information

Georgia Healthcare Group PLC Investor Relations

Telephone: +44 (0) 20 3178 4033; +995 322 444 205

E-mail: ir@ghg.com.ge

ghg.com.ge

Secretary

Link Company Matters Limited

65 Gresham Street

London EC2V 7NQ

United Kingdom

Auditors

Ernst & Young LLP

1 More London Place

London

SE1 2AF

United Kingdom

Registrar

Computershare Investor Services PLC

The Pavilions

Bridgwater Road

Bristol BS13 8AE

United Kingdom

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

END

IR LIFLETTISLIA

(END) Dow Jones Newswires

August 14, 2019 02:02 ET (06:02 GMT)

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