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CGEO Georgia Capital News Story

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3rd Quarter Results

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RNS Number : 7699J  Georgia Capital PLC  28 October 2024

FINANCIAL PERFORMANCE HIGHLIGHTS (IFRS) 1  (#_ftn1)

 GEL '000, unless otherwise noted                           Sep-24      Jun-24      Change     Dec-23      Change
 Georgia Capital NAV overview
 NAV per share, GEL                                         83.41       78.55       6.2%       82.94       0.6%
 NAV per share, GBP                                         22.82       22.10       3.3%       24.23       -5.8%
 Net Asset Value (NAV)                                      3,194,592   3,140,721   1.7%       3,378,512   -5.4%
 Shares outstanding(2)                                      38,301,132  39,983,227  -4.2%      40,736,528  -6.0%
 Liquid assets and loans issued                             113,596     82,014      38.5%      117,122     -3.0%
 NCC ratio 2  (#_ftn2)                                      15.9%       18.9%       -3.0 ppts  15.6%       0.3 ppts

 Georgia Capital Performance                                3Q24        3Q23        Change     9M24        9M23       Change
 Total portfolio value creation                             115,053     174,922     -34.2%     (25,525)    457,386    NMF
   of which, listed and observable businesses               522         221,148     -99.8%     66,422      391,939    -83.1%
   of which, private businesses                             114,531     (46,226)    NMF        (91,947)    65,447     NMF
 Investments                                                1,364       30          NMF        7,432       20,453     -63.7%
 Buybacks 3  (#_ftn3)                                       60,833      273         NMF        110,842     53,994     NMF
 Dividend income                                            141,620     53,661      NMF        191,927     201,735    -4.9%
   of which, recurring dividend income 4  (#_ftn4)          119,024     47,061      NMF        169,331     145,674    16.2%
   of which, one-off dividend income                        22,596      6,600       NMF        22,596      56,061     -59.7%
 Net income / (loss)                                        110,194     148,354     -25.7%     (85,262)    407,280    NMF

 Private portfolio companies' performance(1, 5  (#_ftn5) )  3Q24        3Q23        Change     9M24        9M23       Change
 Large portfolio companies
 Revenue                                                    374,243     322,967     15.9%      1,080,332   982,651    9.9%
 EBITDA                                                     46,094      34,374      34.1%      126,406     121,056    4.4%
 Net operating cash flow                                    58,078      32,110      80.9%      122,478     64,069     91.2%

 Investment stage portfolio companies
 Revenue                                                    41,900      37,235      12.5%      135,913     110,830    22.6%
 EBITDA                                                     13,575      12,481      8.8%       47,681      40,035     19.1%
 Net operating cash flow                                    22,028      20,180      9.2%       58,505      40,211     45.5%

 Total portfolio 6  (#_ftn6)
 Revenue                                                    584,229     522,327     11.9%      1,655,707   1,520,559  8.9%
 EBITDA                                                     79,104      67,889      16.5%      226,578     196,538    15.3%
 Net operating cash flow                                    102,370     50,907      101.1%     214,514     103,466    107.3%

KEY POINTS

Ø Sale of an 80% holding of our stake (an effective 73.9% equity stake 7 
(#_ftn7) ) in the beer and distribution business to Royal Swinkels N.V.
("Royal Swinkels") at a premium to the business' investment value as at
30-Jun-24, with a clear exit path for the remaining stake. Closing of the
transaction and the receipt of US$ c.63.0 million net cash proceeds are
expected in 4Q24

Ø NAV per share (GEL) up 6.2% in 3Q24, reflecting the overall strong
operating performance of our private portfolio companies and the sale of the
beer and distribution business

Ø Record recurring quarterly dividend income of GEL 119.0 million in 3Q24,
driving the 3.0 ppts improvement in the NCC ratio to 15.9% as at 30-Sep-24

·    Additional GEL 22.6 million one-off buyback dividend income from
temporarily reducing our stake in BoG to 19.1% in 3Q24 (from our targeted
holding level of 19.5%)

Ø Record aggregated quarterly revenues of GEL 584.2 million, up 11.9% y-o-y,
with a 16.5% y-o-y increase in EBITDA in 3Q24

Ø All-time high aggregate quarterly net operating cash flows of GEL 102.4
million, more than doubling y-o-y in 3Q24

Ø 2.0 million shares repurchased during 3Q24 and October 2024 (total bought
back since demerger now 10.8 million shares (US$ 123.3 million cost),
representing 22.5% 8  (#_ftn8) of GCAP's peak issued share capital)

Conference call: An investor/analyst conference call will be held on 28
October 2024, at 14:00 UK / 15:00 CET / 9:00 US Eastern Time. Please register
at the Registration Link
(https://gcap-ge.zoom.us/webinar/register/WN_J-_Q4vDeQoWJ8rDc2kOMfw) to attend
the event. Further details are available on the Group's webpage
(https://georgiacapital.ge/) .

CHAIRMAN AND CEO'S STATEMENT

I am pleased to present another strong performance in the third quarter of
2024, which demonstrates the significant strategic, financial, and operational
progress of Georgia Capital, that led to a 6.2% increase in NAV per share
during the quarter.

Sale of the beer and distribution business. Today we announced that we have
agreed to sell 80% of our holding (an effective 73.9% equity stake) in the
beer and distribution business to a high-quality international investor and
strategic purchaser, Royal Swinkels. The disposal creates substantial value
for GCAP shareholders and brings in significant net cash proceeds of at least
US$ 63.0 million, translating into a premium to the business' investment
value, and a 1.8% uplift to GCAP's NAV per share as at 30 June 2024. The sale
is consistent with GCAP's capital-light investment strategy and represents
another successful completion of the full investment cycle of our private
assets, from acquisition and development to cash exit, while also marking
further progress toward our key strategic priority of divesting our subscale
portfolio companies. In addition, the partnership with Royal Swinkels brings
high quality international expertise to the Group and further potential value
creation upside on our remaining minority interest in the business, where we
have put in place a put/call option structure. The use of the sales proceeds
will be announced following the completion of the transaction and receipt of
the proceeds, which is expected to take place prior to the end of 2024.
Further information about the transaction can be found on GCAP's website
(https://georgiacapital.ge/ir/news) .

Overview of the Georgian parliamentary elections. On 26 October 2024, Georgia
held its regular parliamentary election. Preliminary results show the ruling
party received 54% of the votes, translating into 89 of the 150 parliamentary
seats. Four opposition parties, that surpassed the 5% minimum threshold, will
collectively hold 61 seats. This enables the ruling party to form a
parliamentary majority and continue to govern for the next four years.

NAV per share (GEL) increased 6.2% to GEL 83.41 in 3Q24. The increase in NAV
per share (GEL) in 3Q24 reflects the excellent underlying operating
performances across our private portfolio. In 3Q24, the quarterly aggregated
revenue was up by 11.9% y-o-y to an all-time high of GEL 584.2 million, while
EBITDA increased by 16.5% y-o-y to GEL 79.1 million. The strong business
growth across our portfolio companies also led to a record aggregate quarterly
net operating cash flows of GEL 102.4 million, more than doubling y-o-y in
3Q24. This, coupled with the uplift from marking the beer and distribution
business' equity value to the agreed sale price, translated into GEL 114.5
million value creation from our private assets (+3.6 ppts impact). Value
creation from the listed and observable portfolio companies amounted to GEL
0.5 million in 3Q24, reflecting the net impact of GEL 5.0 million value
creation in Water Utility, deriving from its strong operating performance, and
GEL 4.5 million decrease in BoG's listed stock-market value in 3Q24. The NAV
per share growth was also supported by our share buyback and cancellation
programme (+2.4 ppts impact) and GEL's appreciation against US$, resulting in
a foreign currency gain of GEL 10.1 million on GCAP's net debt (+0.3 ppts
impact). The NAV per share (GEL) growth was slightly offset by management
platform-related costs and net interest expense (-0.5 ppts impact in total).
In GBP terms, the NAV per share growth in 3Q24 was 3.3%, driven by GEL's
slight depreciation against GBP during the quarter.

Update on share buybacks. During the second half of 2024 to date, under the
US$ 40 million share buyback and cancellation programme, we repurchased 2.0
million shares for a total consideration of GEL 73.4 million (US$ 26.9
million). This takes the capital returned to our shareholders since demerger
to a total of US$ 123.3 million or 10.8 million GCAP shares representing 22.5%
of GCAP's issued share capital at its peak. As a result, the gross number of
issued shares, including those held by the management trust, now stands at
39.8 million, down 8.1 million from the peak.

From a macroeconomic perspective, Georgia's economic performance remains
strong, with real GDP growth of 10.0% in the first eight months of 2024, while
inflation remains below its targeted level. Despite recent volatility in the
regional geopolitical environment, banking loan book growth is solid,
unemployment rates have fallen to historic lows, and continued wage growth is
boosting domestic consumption and overall economic growth. While external FX
inflows have moderated, the third quarter has shown a rebound, mainly driven
by growth in exports (up 26% y-o-y) and continued recoveries in tourism
revenues and remittances. Strong secondary income and rising service exports
are helping narrow the current account deficit. Macroeconomic policy remains
sound, with the monetary policy rate now at 8%, the fiscal deficit continuing
to narrow, and public debt as a percentage of GDP, at 39.2%, now standing at
its lowest level since 2015.

Outlook. The excellent performance of our portfolio companies, coupled with
our unwavering focus on delivering on our strategic priorities, were
instrumental to our outstanding 3Q24 results. This performance was underpinned
by the resilience of the Georgian economy, which has demonstrated consistent
and substantial growth over the past few years. Against this background, I
believe that Georgia Capital has all the key fundamentals in place to continue
delivering consistent NAV per share growth over the medium to long term - and
to progress further towards achieving our key strategic priorities.

 

Irakli Gilauri, Chairman and CEO

 

 

DISCUSSION OF GROUP RESULTS

The discussion below analyses the Group's unaudited net asset value at
30-Sep-24 and its income for the third quarter and nine-month period then
ended on an IFRS basis (see "Basis of Presentation" on page 23 below).

Net Asset Value (NAV) Statement

NAV statement summarises the Group's IFRS equity value (which we refer to as
Net Asset Value or NAV in the NAV Statement below) at the opening and closing
dates for the third quarter (30-Jun-24 and 30-Sep-24). The NAV Statement below
breaks down NAV into its components and provides a roll forward of the related
changes between the reporting periods. For the NAV Statement for the nine
months of 2024 see page 22.

NAV STATEMENT 3Q24

 GEL '000, unless otherwise noted                Jun-24      1. Value creation(( 9  (#_ftn9) ))  2a.                          2b.          2c. Dividends  3. Operating expenses  4. Liquidity/ FX/Other  Sep-24      Change

                                                                                                 Investment and Divestments   Buyback                                                                                %
 Listed and Observable Portfolio Companies
 Bank of Georgia (BoG)                           1,269,814   (4,478)                             -                            -            (118,865)      -                      -                       1,146,471   -9.7%
 Water Utility                                   155,000     5,000                               -                            -            -              -                      -                       160,000     3.2%
 Total Listed and Observable Portfolio Value     1,424,814   522                                 -                            -            (118,865)      -                      -                       1,306,471   -8.3%
 Listed and Observable Portfolio value change %              0.0%                                0.0%                         0.0%         -8.3%          0.0%                   0.0%                    -8.3%

 Private Portfolio Companies
 Large Companies                                 1,251,822   62,972                              -                            -            (6,803)        -                      817                     1,308,808   4.6%
 Retail (Pharmacy)                               619,321     38,494                              -                            -            -              -                      359                     658,174     6.3%
 Insurance (P&C and Medical)                     391,457     22,625                              -                            -            (6,803)        -                      99                      407,378     4.1%
     Of which, P&C Insurance                     295,548     21,481                              -                            -            (6,803)        -                      99                      310,325     5.0%
     Of which, Medical Insurance                 95,909      1,144                               -                            -            -              -                      -                       97,053      1.2%
 Hospitals                                       241,044     1,853                               -                            -            -              -                      359                     243,256     0.9%
 Investment Stage Companies                      547,326     (11,321)                            1,364                        -            (12,258)       -                      233                     525,344     -4.0%
 Renewable Energy                                246,166     4,491                               1,364                        -            (12,258)       -                      -                       239,763     -2.6%
 Education                                       193,351     (12,490)                            -                            -            -              -                      153                     181,014     -6.4%
 Clinics and Diagnostics                         107,809     (3,322)                             -                            -            -              -                      80                      104,567     -3.0%
 Other Companies                                 268,038     62,880                              -                            -            (3,694)        -                      53                      327,277     22.1%
 Total Private Portfolio Value                   2,067,186   114,531                             1,364                        -            (22,755)       -                      1,103                   2,161,429   4.6%
 Private Portfolio value change %                            5.5%                                0.1%                         0.0%         -1.1%          0.0%                   0.1%                    4.6%

 Total Portfolio Value (1)                       3,492,000   115,053                             1,364                        -            (141,620)      -                      1,103                   3,467,900   -0.7%
 Total Portfolio value change %                              3.3%                                0.0%                         0.0%         -4.1%          0.0%                   0.0%                    -0.7%

 Net Debt (2)                                    (350,624)   -                                   (1,364)                      (61,661)     145,205        (4,856)                3,920                   (269,380)   -23.2%
    of which, Cash and liquid funds              70,610      -                                   (1,364)                      (61,661)     116,356        (4,856)                (17,203)                101,882     44.3%
   of which, Loans issued                        11,404      -                                   -                            -            -              -                      310                     11,714      2.7%
   of which, Accrued dividend income             -           -                                   -                            -            28,849         -                      -                       28,849      NMF
   of which, Gross Debt                          (432,638)   -                                   -                            -            -              -                      20,813                  (411,825)   -4.8%

 Net other assets/ (liabilities) (3)             (655)       -                                   -                            828          (3,585)        (3,407)                2,891                   (3,928)     NMF
   of which, share-based comp.                   -           -                                   -                            -            -              (3,407)                3,407                   -           NMF

 Net Asset Value (1)+(2)+(3)                     3,140,721   115,053                             -                            (60,833)     -              (8,263)                7,914                   3,194,592   1.7%
 NAV change %                                                3.7%                                0.0%                         -1.9%        0.0%           -0.3%                  0.3%                    1.7%

 Shares outstanding(9)                           39,983,227  -                                   -                            (1,682,095)  -              -                      -                       38,301,132  -4.2%
 Net Asset Value per share, GEL                  78.55       2.88                                0.00                         1.86         0.00           (0.21)                 0.32                    83.41       6.2%
 NAV per share, GEL change %                                 3.7%                                0.0%                         2.4%         0.0%           -0.3%                  0.4%                    6.2%

NAV per share (GEL) was up 6.2% q-o-q in 3Q24, driven by a) GEL 115.1 million
value creation across our portfolio companies (+3.7 ppts impact), b) share
buybacks (+2.4 ppts impact) and c) GEL's appreciation against US$, resulting
in a foreign currency gain of GEL 10.1 million on GCAP's net debt (+0.3 ppts
impact). The NAV per share (GEL) growth was slightly offset by management
platform-related costs and net interest expense (-0.5 ppts impact in total).

 

Portfolio overview

Total portfolio value amounted to GEL 3.5 billion in 3Q24, down by GEL 24.1
million (0.7%) q-o-q:

·      The value of the private portfolio increased by GEL 94.2 million
(up 4.6%), resulting from a) GEL 114.5 million value creation, b) investments
of GEL 1.4 million and c) a decrease of GEL 22.8 million due to dividends paid
to GCAP.

·      The value of the listed and observable portfolio decreased by GEL
118.3 million (down 8.3%), mainly resulting from GEL 118.9 million dividend
income from BoG.

 

Consequently, as of 30-Sep-24, the private portfolio value amounted to GEL 2.2
billion (62.3% of the total), and the listed and observable portfolio value
totalled GEL 1.3 billion (37.7% of the total portfolio value).

1)    Value creation

Value creation across our private portfolio companies amounted to GEL 114.5
million in 3Q24. This reflects:

·      Robust operating performance of our private assets, delivering
substantial growth in aggregated revenues (up 11.9% y-o-y) and EBITDA (up
16.5% y-o-y) in 3Q24. This, coupled with the uplift from marking the beer and
distribution business' equity value to the agreed sale price, translated into
a GEL 233.7 million operating performance-related value creation.

·      GEL 119.2 million negative net impact from changes in implied
valuation multiples and FX rates.

Value creation from the listed and observable portfolio amounted to GEL 0.5
million in 3Q24, reflecting the net impact of:

·      GEL 5.0 million value creation in Water Utility, deriving from
its strong operating performance, and

·      GEL 4.5 million net decrease in BoG's value due to an 8.9%
decline in its share price, partially offset by the dividend income of GEL
118.9 million recorded in 3Q24.

 

As a result, the total portfolio value creation amounted to GEL 115.1 million
in 3Q24.

 

 

The table below summarises value creation drivers in our businesses in 3Q24:

 Portfolio Businesses                  Operating Performance(( 10  (#_ftn10) ))  Multiple Change             Value Creation

                                                                                 and FX(( 11  (#_ftn11) ))
 GEL '000, unless otherwise noted      (1)                                       (2)                         (1)+(2)
 Listed and Observable portfolio                                                                             522
 BoG                                                                                                         (4,478)
 Water Utility                                                                                               5,000
 Private portfolio                     233,733                                   (119,202)                   114,531
 Large Portfolio Companies             169,863                                   (106,891)                   62,972
 Retail (pharmacy)                     36,969                                    1,525                       38,494
 Insurance (P&C and Medical)           84,950                                    (62,325)                    22,625
    Of which, P&C Insurance            79,882                                    (58,401)                    21,481
    Of which, Medical Insurance        5,068                                     (3,924)                     1,144
 Hospitals                             47,944                                    (46,091)                    1,853
 Investment Stage Portfolio Companies  10,011                                    (21,332)                    (11,321)
 Renewable Energy                      21,948                                    (17,457)                    4,491
 Education                             (15,972)                                  3,482                       (12,490)
 Clinics and Diagnostics               4,035                                     (7,357)                     (3,322)
 Other                                 53,859                                    9,021                       62,880
 Total portfolio                       233,733                                   (119,202)                   115,053

 

Valuation overview 12  (#_ftn12)

In 3Q24, our private large and investment stage portfolio companies were
valued internally by incorporating the portfolio companies' 3Q24 results, in
line with International Private Equity Valuation ("IPEV") guidelines and
methodology deployed in 1H24 by an independent valuation company. The
independent valuation assessments, which serve as an input for Georgia
Capital's estimate of fair value, were performed by applying a combination of
an income approach (DCF) and a market approach (listed peer multiples and, in
some cases, precedent transactions). The independent valuations of large and
investment stage businesses are performed on a semi-annual basis. In line with
our strategy, from time to time we may receive offers from interested buyers
for our private portfolio companies, which would be considered in the overall
valuation assessment, where appropriate. In 3Q24, the beer and distribution
business was valued based on the sales price announced subsequent to 30
September 2024.

We perform quarterly sensitivity analyses on our valuations. In light of
prevailing market conditions, the 3Q24 assessment indicated that a
100-basis-point change in discount rates used in the income approach for
valuing unquoted investments would result in a GEL c.150 million, or 4.4%,
change in the fair value of equity investments.

 

 

The enterprise value ("EV") and equity value development of our businesses in
3Q24 is summarised in the following table:

                                       Enterprise Value (EV)           Equity Value
 GEL '000, unless otherwise noted      30-Sep-24  30-Jun-24  Change %  30-Sep-24  30-Jun-24  Change %  % share in total portfolio

 Listed and Observable portfolio                                       1,306,471  1,424,814  -8.3%     37.7%
 BoG                                                                   1,146,471  1,269,814  -9.7%     33.1%
 Water Utility                                                         160,000    155,000    3.2%      4.6%
 Private portfolio                     3,390,846  3,325,748  2.0%      2,161,429  2,067,186  4.6%      62.3%
 Large portfolio companies             1,950,977  1,911,913  2.0%      1,308,808  1,251,822  4.6%      37.7%
 Retail (pharmacy)                     972,559    951,600    2.2%      658,174    619,321    6.3%      19.0%
 Insurance (P&C and Medical)           433,910    421,043    3.1%      407,378    391,457    4.1%      11.7%
   Of which, P&C Insurance             309,813    295,000    5.0%      310,325    295,548    5.0%      8.9%
   Of which, Medical Insurance         124,097    126,043    -1.5%     97,053     95,909     1.2%      2.8%
 Hospitals                             544,508    539,270    1.0%      243,256    241,044    0.9%      7.0%
 Investment stage portfolio companies  811,983    830,046    -2.2%     525,344    547,326    -4.0%     15.1%
 Renewable Energy                      431,327    441,327    -2.3%     239,763    246,166    -2.6%     6.9%
 Education 13  (#_ftn13)               209,206    221,269    -5.5%     181,014    193,351    -6.4%     5.2%
 Clinics and Diagnostics               171,450    167,450    2.4%      104,567    107,809    -3.0%     3.0%
 Other                                 627,886    583,789    7.6%      327,277    268,038    22.1%     9.5%
 Total portfolio                                                       3,467,900  3,492,000  -0.7%     100.0%

 

Private large portfolio companies (37.7% of total portfolio value)

Retail (Pharmacy) (19.0% of total portfolio value) - The EV of Retail
(Pharmacy) was up by 2.2% to GEL 972.6 million in 3Q24, reflecting the strong
operating performance of the business. The significant recent expansion of the
retail chain coupled with the business' proactive approach aimed at enhancing
the sales and profitability margins of para-pharmacy products, led to a 4.6%
y-o-y revenue growth in 3Q24. This also contributed to the improvement of the
gross profit margin (up by 1.6 ppts y-o-y in 3Q24), notwithstanding the
challenges posed by price regulations introduced over the last two years.
Operating expenses were up 14.4% y-o-y in 3Q24, due to increased rent and
salary costs related to the chain expansion and the launch of a new warehouse
at the end of 2023. Consequently, the 3Q24 EBITDA increased by 2.1% y-o-y to
GEL 21.3 million. See page 11 for details. LTM EBITDA (incl. IFRS 16) was up
by 2.5% to GEL 111.0 million in 3Q24. Net debt (incl. IFRS 16) decreased by
5.5% to GEL 306.9 million as at 30-Sep-24, resulting from robust cash flow
generation during the quarter. As a result, the fair value of GCAP's 97.6%
holding increased by 6.3% to GEL 658.2 million in 3Q24. The implied LTM
EV/EBITDA valuation multiple (incl. IFRS 16) remained unchanged q-o-q at 8.8x
as at 30-Sep-24.

Insurance (P&C and Medical) (11.7% of total portfolio value) - The
insurance business combines: a) P&C Insurance valued at GEL 310.3 million
and b) Medical Insurance valued at GEL 97.1 million.

P&C Insurance revenues were up 25.7% y-o-y to GEL 41.1 million in 3Q24,
driven by the growth in the motor, agricultural and credit life insurance
lines. The revenue of the medical insurance business more than doubled y-o-y
and amounted to GEL 47.7 million in 3Q24, reflecting c.10% increase in
insurance policy prices as well as the positive impact of the acquisition of
Ardi insurance portfolio in April 2024, contributing GEL 21.4 million to the
3Q24 y-o-y revenue growth. The combined ratio of the P&C insurance
decreased by 15.1 ppts y-o-y in 3Q24, mainly resulting from an improved loss
ratio following the absence of several abnormal loss events observed during
3Q23. The combined ratio of the medical insurance decreased by 3.3 ppts y-o-y
in 3Q24, reflecting the strong topline growth of the business as well as the
consolidation of Ardi's portfolio. As a result, the pre-tax profit of the
combined insurance business increased 165.8% y-o-y to GEL 13.1 million in
3Q24. See page 13 for details. The equity value of the combined insurance
business was up 4.1% q-o-q to GEL 407.4 million in 3Q24 (Ardi's portfolio
continued to be measured at an equity investment cost). This translated into
an implied LTM P/E valuation multiple of 10.9x at 30-Sep-24 (down from 12.4x
at 30-Jun-24).

Hospitals (7.0% of total portfolio value) - Hospitals' EV increased by 1.0% to
GEL 544.5 million in 3Q24, driven by the strong operating performance of the
business. The total revenue increased by 9.9% y-o-y in 3Q24, reflecting the
business' gradual return to its normal operational levels following mandatory
regulatory renovations across all hospitals, most of which occurred between
the second half of 2023 and the first half of 2024. These renovations led to
the phased closure of certain sections of our healthcare facilities, resulting
in reduced patient intake during that period. The gross profit margin also
improved in 3Q24 (up 2.0 ppts y-o-y to 33.3%), reflecting the increased demand
for high-margin outpatient services - a key strategic growth area for the
business that has helped mitigate the impact of new regulations. Operating
expenses (excl. IFRS 16) increased by 4.9% y-o-y in 3Q24, primarily due to
higher salary costs associated with an increased headcount to support the
expansion of the services and overall business growth. This translated into a
36.6% y-o-y increase in EBITDA (excl. IFRS 16) in 3Q24. See page 14 for
details. Consequently, LTM EBITDA (incl. IFRS 16) was up by 9.6% to GEL 47.1
million in 3Q24. Net debt remained largely flat at GEL 273.8 million as at
30-Sep-24, up 1.1% q-o-q. As a result, the equity value of Hospitals was
assessed at GEL 243.3 million in 3Q24 (up 0.9% q-o-q), translating into an
implied LTM EV/EBITDA multiple (incl. IFRS 16) of 11.5x at 30-Sep-24 (down
from 12.5x at 30-Jun-24).

Private investment stage portfolio companies (15.1% of total portfolio value)

Renewable Energy (6.9% of total portfolio value) - The EV of the business was
up by 0.6% to US$ 158.0 million in 3Q24 (down 2.3% to GEL 431.3 million in GEL
terms), reflecting its strong operating performance. In US$ terms, the 3Q24
revenue increased by 7.6% y-o-y to US$ 5.9 million, resulting from both
improved electricity generation (up 5.5% y-o-y) and increased average
electricity selling price (up 2.0% y-o-y) during the quarter. Operating
expenses were well-managed (down 6.7% y-o-y). These developments translated
into an 11.2% y-o-y increase in EBITDA in 3Q24. See page 16 for details. The
pipeline renewable energy projects continued to be measured at an equity
investment cost of GEL 52.9 million (US$ 19.4 million) as at 30-Sep-24, up
2.6% q-o-q, reflecting an investment of GEL 1.4 million by GCAP in 3Q24. Net
debt was up by 1.0% to US$ 70.2 million in 3Q24, driven by the dividend
payment in the amount of US$ 4.5 million (GEL 12.3 million). As a result, the
equity value of the business was assessed at GEL 239.8 million in 3Q24 (down
2.6% q-o-q), (up 0.3% q-o-q to US$ 87.8 million in US$ terms). The blended
EV/EBITDA implied valuation multiple of the operational assets stood at 11.2x
as at 30-Sep-24 (down from 11.5x as at 30-Jun-24).

Education (5.2% of total portfolio value) - The EV of Education was down by
5.5% to GEL 209.2 million in 3Q24, reflecting near-term developments in the
operating performance of the business. The third quarter is usually a slow
season for the education business, as the schools are not operational during
the July-August holidays. Despite the seasonal slowdown, the 3Q24 revenue
increased by 15.9% y-o-y resulting from a) an organic growth through strong
learner intakes and a ramp-up of utilisation and b) an expansion of the
business through the launch and acquisition of two new campuses in 2023. The
expansion of the business also led to a 20.1% y-o-y increase in operating
expenses, which contributed to a 37.3% y-o-y decrease in 3Q24 EBITDA. See page
17 for details. LTM EBITDA was down by 5.1% to GEL 16.1 million in 3Q24. Net
debt was up by 53.7% q-o-q to GEL 13.6 million in 3Q24, mainly reflecting the
investments related to the expansion of existing campuses in the midscale and
affordable segments. As a result, GCAP's stake in the education business was
valued at GEL 181.0 million at 30-Sep-24 (down 6.4% q-o-q). The implied
valuation multiple remained unchanged q-o-q at 13.0x as of 30-Sep-24. The
forward-looking implied multiple is estimated at 10.5x for the 2024-2025
academic year.

Clinics and Diagnostics (3.0% of total portfolio value) 14  (#_ftn14) - The EV
of the business increased by 2.4% to GEL 171.5 million in 3Q24, resulting from
the strong operating performance of the business. The revenue and EBITDA (ex.
IFRS 16) of the combined clinics and diagnostics business were up 13.0% and
3.0% y-o-y, respectively. This growth reflects a) the increased demand for
high revenue-generating services driven by the business' proactive approach to
customer acquisition and service enhancements, and b) the expansion of the
business through the launch of two new ambulatory centres in 2023, which also
led to a 28.0% y-o-y increase in the operating expenses in 3Q24. See page 18
for details. The LTM EBITDA (incl. IFRS 16) of the business increased by 6.4%
to GEL 16.1 million in 3Q24. The net debt (incl. IFRS 16) was up by 12.7%
q-o-q at GEL 64.4 million primarily due to the increased lease liabilities in
line with the expansion of the business. As a result, the equity value of
Clinics and Diagnostics was assessed at GEL 104.6 million (down 3.0% q-o-q),
translating into an implied LTM EV/EBITDA multiple (incl. IFRS 16) of 10.6x at
30-Sep-24 (down from 11.0x at 30-Jun-24).

Other businesses (9.5% of total portfolio value) - Of the "other" private
portfolio businesses, Auto Service and Beverages (other than wine) are valued
based on LTM EV/EBITDA. Wine and Housing Development are valued based on DCF,
Hospitality is valued based on NAV. See performance highlights of other
businesses on page 20. The portfolio value of other businesses increased by
22.1% to GEL 327.3 million in 3Q24, primarily attributable to a) strong
operating performance-related increase in the value of these businesses,
including the uplift from marking the beer and distribution business' equity
value to the agreed sale price b) GEL 9.0 million value creation due to
changes in implied valuation multiples and foreign exchange rates.

Listed and observable portfolio companies (37.7% of total portfolio value)

BOG (33.1% of total portfolio value) - In 2Q24, BoG delivered an annualised
ROAE of 28.0% and a q-o-q loan book growth of 5.6% in Georgia and 7.2% in
Armenia on a constant currency basis. In 3Q24, BoG's share price was down by
8.9% q-o-q to GBP 36.8 at 30-Sep-24, which together with GEL 118.9 million
dividend income from the Bank, led to a 9.7% decrease in the value of GCAP's
stake in BoG in 3Q24 (down to 1.1 billion as at 30-Sep-24). The LTM P/E
valuation multiple was at 2.7x as of 30-Sep-24. BoG's public announcement of
their 3Q24 results, when published, will be available on BoG's website
(https://bankofgeorgiagroup.com/results/earnings) .

Water Utility (4.6% of total portfolio value) - The equity value of the
business increased by GEL 5.0 million to GEL 160.0 million in 3Q24. This
valuation assessment was performed by applying the put option valuation to
GCAP's 20% holding (where GCAP has a clear exit path through a put and call
structure at pre-agreed EBITDA multiples) and takes into account the strong
operating performance of the business in 3Q24.

 

2)    Investments 15  (#_ftn15)

In 3Q24, GCAP invested GEL 1.4 million in Renewable Energy for the development
of pipeline projects.

 

3) Share buybacks

During 3Q24, 1,682,095 shares with a total value of US$ 22.3 million (GEL 60.8
million) were bought back under GCAP's US$ 40 million share buyback and
cancellation programme.

 

4) Dividends 16  (#_ftn16)

In 3Q24, GCAP recorded GEL 141.6 million dividend income from its portfolio
companies:

 Dividend income                   Recurring  One-off  Total

 GEL million
 BoG                               96.3       22.6     118.9
    Of which, cash dividends       72.2       -        72.2
    Of which, buyback dividends    24.0       22.6     46.6
 Renewable Energy                  12.3       -        12.3
 P&C Insurance                     6.8        -        6.8
 Beer Business                     3.7        -        3.7
 Total                             119.0      22.6     141.6

·      GEL 72.2 million cash dividends from BoG consists of the final
dividend of GEL 43.4 million, received on 19 July 2024, and the interim
dividends of GEL 28.8 million, collected subsequent to 30 September 2024 on 11
October 2024.

·      GEL 22.6 million one-off buyback dividend from BoG represents
advanced participation in the Bank's buyback programme, which temporarily
decreased our stake in BoG to 19.1%, below the targeted holding level of
19.5%.

 

 

 

9M24 NAV STATEMENT HIGHLIGHTS

 GEL '000, unless otherwise noted                Dec-23      1. Value creation(( 17  (#_ftn17) ))  2a.                          2b.          2c. Dividend  3. Operating expenses  4. Liquidity/ FX/Other  Sep-24      Change

                                                                                                   Investment and divestments   Buyback                                                                               %
 Total Listed and Observable Portfolio Value     1,384,847   66,422                                -                            -            (144,798)     -                      -                       1,306,471   -5.7%
 Listed and Observable Portfolio value change %              4.8%                                  0.0%                         0.0%         -10.5%        0.0%                   0.0%                    -5.7%

 Total Private Portfolio Companies               2,287,098   (91,947)                              7,432                        -            (47,129)      -                      5,975                   2,161,429   -5.5%
   Of which, Large Companies                     1,436,231   (103,733)                             -                            -            (26,560)      -                      2,870                   1,308,808   -8.9%
   Of which, Investment Stage Companies          566,614     (34,815)                              4,432                        -            (12,258)      -                      1,371                   525,344     -7.3%
   Of which, Other Companies                     284,253     46,601                                3,000                        -            (8,311)       -                      1,734                   327,277     15.1%
 Private Portfolio value change %                            -4.0%                                 0.3%                         0.0%         -2.1%         0.0%                   0.3%                    -5.5%

 Total Portfolio Value                           3,671,945   (25,525)                              7,432                        -            (191,927)     -                      5,975                   3,467,900   -5.6%
 Total Portfolio value change %                              -0.7%                                 0.2%                         0.0%         -5.2%         0.0%                   0.2%                    -5.6%

 Net Debt                                        (296,808)   -                                     (7,432)                      (109,784)    191,927       (16,441)               (30,842)                (269,380)   -9.2%

 Net Asset Value                                 3,378,512   (25,525)                              -                            (110,842)    -             (26,934)               (20,619)                3,194,592   -5.4%
 NAV change %                                                -0.8%                                 0.0%                         -3.3%        0.0%          -0.8%                  -0.6%                   -5.4%

 Shares outstanding(17)                          40,736,528  -                                     -                            (3,101,773)  -             -                      666,377                 38,301,132  -6.0%
 Net Asset Value per share, GEL                  82.94       (0.63)                                (0.00)                       3.89         (0.00)        (0.67)                 (2.11)                  83.41       0.6%
 NAV per share, GEL change %                                 -0.8%                                 0.0%                         4.7%         0.0%          -0.8%                  -2.5%                   0.6%

NAV per share (GEL) was up by 0.6% in 9M24, driven by an accretive impact of
share buybacks (+4.7 ppts), offset by a) a GEL 25.5 million negative value
creation across our portfolio companies (-0.8 ppts impact), b) GEL's
depreciation against US$, resulting in a foreign currency loss of GEL 5.8
million on GCAP net debt (-0.2 ppts impact) and c) management platform-related
costs and net interest expense (-1.4 ppts impact in total).

Portfolio overview

Total portfolio value decreased by GEL 204.0 million (down 5.6%) in 9M24:

·      The value of GCAP's holding in BoG was down by GEL 79.4 million,
as GEL 65.4 million value creation was more than offset by GEL 144.8 million
cash and buyback dividend income from the Bank in 9M24.

·      The value of the water utility business increased by GEL 1.0
million.

·      The value of the private portfolio decreased by GEL 125.7 million
in 9M24, mainly reflecting the net impact of a) GEL 91.9 million negative
value creation, b) a decrease of GEL 47.1 million due to dividends paid to
GCAP, and c) investments of GEL 7.4 million in the private portfolio
companies.

 

1)    Value creation

Total portfolio value creation amounted to negative GEL 25.5 million in 9M24.

·      A combination of a 7.5% decrease in BoG's share price in 9M24 and
dividend income of GEL 144.8 million, as well as GEL 1.0 million positive
value creation in Water Utility, led to GEL 66.4 million value creation from
the listed and observable portfolio companies.

·      The value creation in the private portfolio amounted to negative
GEL 91.9 million in 9M24, reflecting:

o  GEL 464.5 million value reduction from changes in valuation inputs due to
the increase in the country risk premium in 9M24.

o  GEL 372.5 million operating performance-related increase in the value of
our private assets.

 

 

 

 

 

 

 

The table below summarises value creation drivers in our businesses in 9M24:

 Portfolio Businesses                  Operating Performance(( 18  (#_ftn18) ))  Multiple Change             Value Creation

                                                                                 and FX(( 19  (#_ftn19) ))
 GEL '000, unless otherwise noted      (1)                                       (2)                         (1)+(2)
 Listed and Observable                                                                                       66,422
 BoG                                                                                                         65,422
 Water Utility                                                                                               1,000
 Private                               372,534                                   (464,481)                   (91,947)
 Large Portfolio Companies             172,444                                   (276,177)                   (103,733)
 Retail (pharmacy)                     61,053                                    (107,910)                   (46,857)
 Insurance (P&C and Medical)           106,745                                   (61,443)                    45,302
    Of which, P&C Insurance            97,384                                    (56,827)                    40,557
    Of which, Medical Insurance        9,361                                     (4,616)                     4,745
 Hospitals                             4,646                                     (106,824)                   (102,178)
 Investment Stage Portfolio Companies  130,381                                   (165,196)                   (34,815)
 Renewable Energy                      36,085                                    (55,797)                    (19,712)
 Education                             30,392                                    (39,062)                    (8,670)
 Clinics and Diagnostics               63,904                                    (70,337)                    (6,433)
 Other                                 69,709                                    (23,108)                    46,601
 Total portfolio                       372,534                                   (464,481)                   (25,525)

 

The enterprise value and equity value development of our businesses in 9M24 is
summarised in the following table:

                                       Enterprise Value (EV)           Equity Value
 GEL '000, unless otherwise noted      30-Sep-24  31-Dec-23  Change %  30-Sep-24  31-Dec-23  Change %  % share in total portfolio
 Listed and Observable portfolio                                       1,306,471  1,384,847  -5.7%     37.7%
 BoG                                                                   1,146,471  1,225,847  -6.5%     33.1%
 Water Utility                                                         160,000    159,000    0.6%      4.6%
 Private portfolio                     3,390,846  3,463,259  -2.1%     2,161,429  2,287,098  -5.5%     62.3%
 Large portfolio companies             1,950,977  2,021,278  -3.5%     1,308,808  1,436,231  -8.9%     37.7%
 Retail (pharmacy)                     972,559    1,043,800  -6.8%     658,174    714,001    -7.8%     19.0%
 Insurance (P&C and Medical)           433,910    358,566    21.0%     407,378    377,874    7.8%      11.7%
   Of which, P&C Insurance             309,813    285,566    8.5%      310,325    285,566    8.7%      8.9%
   Of which, Medical Insurance         124,097    73,000     70.0%     97,053     92,308     5.1%      2.8%
 Hospitals                             544,508    618,912    -12.0%    243,256    344,356    -29.4%    7.0%
 Investment stage portfolio companies  811,983    856,787    -5.2%     525,344    566,614    -7.3%     15.1%
 Renewable Energy                      431,327    456,236    -5.5%     239,763    266,627    -10.1%    6.9%
 Education 20  (#_ftn20)               209,206    228,799    -8.6%     181,014    189,226    -4.3%     5.2%
 Clinics and Diagnostics               171,450    171,752    -0.2%     104,567    110,761    -5.6%     3.0%
 Other                                 627,886    585,194    7.3%      327,277    284,253    15.1%     9.5%
 Total portfolio                                                       3,467,900  3,671,945  -5.6%     100.0%

2)    Investments 21  (#_ftn21)

In 9M24, GCAP invested GEL 7.4 million in private portfolio companies.

·      GEL 4.4 million was invested in the renewable energy business for
the development of the pipeline projects.

·      GEL 3.0 million was invested in the auto service business.

 

3)    Share buybacks

During 9M24, 3,101,773 shares were bought back for a total consideration of
GEL 110.8 million.

·      2,981,245 shares with a total value of US$ 38.7 million (GEL
106.1 million) were bought back under GCAP's share buyback and cancellation
programmes during 9M24.

·      120,528 shares (GEL 4.7 million in value) represent the
tax-related statutory buyback for the management trust, where the average cost
of unawarded shares is GBP 7.9 as of 30 September 2024.

Subsequent to 9M24, additional 355,000 shares with a value of US$ 4.6 million
(GEL 12.6 million) have been repurchased under the ongoing share buyback
programme as at 25 October 2024.

 

 

 

 

 

 

 

4)    Dividends 22  (#_ftn22)

In 9M24, GCAP recorded GEL 191.9 million dividend income:

 Dividend income                   Recurring  One-off  Total

 GEL million
 BoG                               122.2      22.6     144.8
    Of which, cash dividends       72.2       -        72.2
    Of which, buyback dividends    50.0       22.6     72.6
 P&C Insurance                     16.5       -        16.5
 Renewable Energy                  12.3       -        12.3
 Retail (Pharmacy)                 10.0       -        10.0
 Beer Business                     8.3        -        8.3
 Total                             169.3      22.6     191.9

 

Net Capital Commitment (NCC) overview

Below we describe the components of Net Capital Commitment (NCC) as of 30
September 2024, 30 June 2024 and 31 December 2023. NCC represents an
aggregated view of all confirmed, agreed and expected capital outflows
(including a buffer for contingencies) at both Georgia Capital PLC and JSC
Georgia Capital levels

 Components of NCC                                                               30-Sep-24  30-Jun-24  Change     31-Dec-23  Change

 GEL '000, unless otherwise noted
 Total cash and liquid funds                                                     101,882    70,610     44.3%      107,910    -5.6%
 Loans issued                                                                    11,714     11,404     2.7%       9,212      27.2%
 Accrued dividend income                                                         28,849     -          NMF        -          NMF
 Gross debt                                                                      (411,825)  (432,638)  -4.8%      (413,930)  -0.5%
 Net debt (1)                                                                    (269,380)  (350,624)  -23.2%     (296,808)  -9.2%
 Guarantees issued (2)                                                           -          -          NMF        -          NMF
 Net debt and guarantees issued (3)=(1)+(2)                                      (269,380)  (350,624)  -23.2%     (296,808)  -9.2%
 Planned investments (4)                                                         (122,651)  (127,668)  -3.9%      (125,143)  -2.0%
 of which, planned investments in Renewable Energy                               (74,433)   (78,030)   -4.6%      (77,637)   -4.1%
 of which, planned investments in Education                                      (48,218)   (49,638)   -2.9%      (47,506)   1.5%
 Announced Buybacks (5)                                                          (21,877)   (42,896)   -49.0%     (18,087)   21.0%
 Contingency/liquidity buffer (6)                                                (136,485)  (140,505)  -2.9%      (134,470)  1.5%
 Total planned investments, announced buybacks and contingency/liquidity buffer  (281,013)  (311,069)  -9.7%      (277,700)  1.2%
 (7)=(4)+(5)+(6)
 Net capital commitment (3)+(7)                                                  (550,393)  (661,693)  -16.8%     (574,508)  -4.2%
 Portfolio value                                                                 3,467,900  3,492,000  -0.7%      3,671,945  -5.6%
 NCC ratio                                                                       15.9%      18.9%      -3.0 ppts  15.6%      0.3 ppts

Cash and liquid funds. Total cash and liquid funds' balance was up by 44.3%
q-o-q to GEL 101.9 million in 3Q24 (down 5.6% in 9M24), mainly reflecting the
collection of dividends as described above, partially offset by cash outflows
for share buybacks, coupon payment and operating expenses during the quarter.

Loans issued. Issued loans' balance primarily refers to loans issued to our
private portfolio companies and are lent at market terms. The balance was up
by 2.7% in 3Q24, reflecting the interest accrual on the loans issued.

Gross debt. In US$ terms the balance was down 2.0% q-o-q in both 3Q24 and
9M24, reflecting the net impact of interest accrual and coupon payment on
GCAP's bonds. In GEL terms, the balance was down by 4.8% in 3Q24, further
reflecting the foreign exchange rate movements during the quarter.

Planned investments. Planned investments' balance represents expected
investments in renewable energy and education businesses over the next 2-3
years. The balance in US$ terms was down by 1.1% and 3.4% in 3Q24 and 9M24,
respectively, reflecting cash outflows for the investment projects as
described above.

Announced buybacks. The balance of the announced buybacks at 30-Sep-24
reflects the unutilised share buybacks under

GCAP's US$ 40 million share buyback and cancellation programme.

Contingency/liquidity buffer. The balance reflects the provision for cash and
liquid assets in the amount of US$ 50 million, for contingency/liquidity
purposes. The balance remained unchanged in US$ terms as at 30-Sep-24.

As a result of the movements described above, the NCC ratio as at 30-Sep-24
decreased by 3.0 ppts q-o-q to 15.9%, up 0.3 ppts in 9M24, further reflecting
a 0.7% and 5.6% decrease in the portfolio value in GEL terms in 3Q24 and 9M24,
respectively.

 

INCOME STATEMENT (ADJUSTED IFRS / APM)

Net income under IFRS was GEL 114.6 million in 3Q24 (GEL 152.9 million net
income in 3Q23) and net loss of GEL 77.7 million in 9M24 (GEL 395.4 million
net income in 9M23). The IFRS income statement is prepared on the Georgia
Capital PLC level and the results of all operations of the Georgian holding
company JSC Georgia Capital are presented as one line item. As we conduct
almost all of our operations through JSC Georgia Capital, through which we
hold all of our portfolio companies, the IFRS results provide little
transparency on the underlying trends.

Accordingly, to enable a more granular analysis of those trends, the following
adjusted income statement presents the Group's results of operations for the
period ending September 30 as an aggregation of (i) the results of GCAP (the
two holding companies Georgia Capital PLC and JSC Georgia Capital, taken
together) and (ii) the fair value change in the value of portfolio companies
during the reporting period. For details on the methodology underlying the
preparation of the adjusted income statement, please refer to page 94 in
Georgia Capital PLC 2023 Annual report.

INCOME STATEMENT (Adjusted IFRS/APM)

 GEL '000, unless otherwise noted                                            3Q24       3Q23      Change  9M24       9M23      Change
 Dividend income                                                             141,620    53,661    NMF     191,927    201,735   -4.9%
     Of which, regular dividend income                                       95,001     41,876    NMF     119,376    128,379   -7.0%
     Of which, buyback dividend income                                       46,619     11,785    NMF     72,551     73,356    -1.1%
 Interest income                                                             2,081      4,304     -51.6%  5,401      14,296    -62.2%
 Realised/unrealised gain/(loss) on liquid funds/ Loss on GCAP Eurobond      159        (3,430)   NMF     (802)      (2,348)   -65.8%
 buybacks
 Interest expense                                                            (8,909)    (12,031)  -25.9%  (26,488)   (38,782)  -31.7%
 Gross operating income                                                      134,951    42,504    NMF     170,038    174,901   -2.8%
 Operating expenses                                                          (8,263)    (8,802)   -6.1%   (26,934)   (27,973)  -3.7%
 GCAP net operating income                                                   126,688    33,702    NMF     143,104    146,928   -2.6%

 Fair value changes of portfolio companies
 Listed and Observable Portfolio Companies                                   (118,343)  209,363   NMF     (78,376)   265,746   NMF
     Of which, Bank of Georgia Group PLC                                     (123,343)  209,363   NMF     (79,376)   261,746   NMF
     Of which, Water Utility                                                 5,000      -         NMF     1,000      4,000     -75.0%
 Private Portfolio companies                                                 91,776     (88,102)  NMF     (139,076)  (10,095)  NMF
   Large Portfolio Companies                                                 56,169     (94,155)  NMF     (130,293)  (36,745)  NMF
     Of which, Retail (pharmacy)                                             38,494     (44,619)  NMF     (56,905)   (45,904)  24.0%
     Of which, Insurance (P&C and Medical)                                   15,822     (4,987)   NMF     28,790     61,114    -52.9%
     Of which, Hospitals                                                     1,853      (44,549)  NMF     (102,178)  (51,955)  96.7%
   Investment Stage Portfolio Companies                                      (23,579)   (8,955)   NMF     (47,073)   7,842     NMF
     Of which, Renewable energy                                              (7,767)    12,989    NMF     (31,970)   28,320    NMF
     Of which, Education                                                     (12,490)   (13,473)  -7.3%   (8,670)    (4,302)   NMF
     Of which, Clinics and Diagnostics                                       (3,322)    (8,471)   -60.8%  (6,433)    (16,176)  -60.2%
   Other businesses                                                          59,186     15,008    NMF     38,290     18,808    NMF
 Total investment return                                                     (26,567)   121,261   NMF     (217,452)  255,651   NMF

 Income/(loss) before foreign exchange movements and non-recurring expenses  100,121    154,963   -35.4%  (74,348)   402,579   NMF
 Net foreign currency gain/(loss)/impairment                                 10,073     (6,170)   NMF     (9,246)    6,460     NMF
 Non-recurring expenses                                                      -          (439)     NMF     (1,668)    (1,759)   -5.2%
 Net income/(loss)                                                           110,194    148,354   -25.7%  (85,262)   407,280   NMF

The gross operating income stood at GEL 135.0 million in 3Q24, up by GEL 92.4
million y-o-y (down 2.8% to GEL 170.0 million in 9M24), reflecting robust
dividend income further supported by a decrease in interest expenses.

The components of GCAP's operating expenses are shown in the table below.

GCAP Operating Expenses Components

 GEL '000, unless otherwise noted                              3Q24     3Q23     Change  9M24      9M23      Change
 Administrative expenses(( 23  (#_ftn23) ))                    (2,218)  (2,523)  -12.1%  (7,975)   (8,051)   -0.9%
 Management expenses - cash-based(( 24  (#_ftn24) ))           (2,638)  (2,919)  -9.6%   (8,466)   (8,275)   2.3%
 Management expenses - share-based(( 25  (#_ftn25) ))          (3,407)  (3,360)  1.4%    (10,493)  (11,647)  -9.9%
 Total operating expenses                                      (8,263)  (8,802)  -6.1%   (26,934)  (27,973)  -3.7%
   Of which, fund type expense(( 26  (#_ftn26) ))              (1,980)  (2,103)  -5.8%   (6,768)   (7,007)   -3.4%
   Of which, management fee type expenses(( 27  (#_ftn27) ))   (6,283)  (6,699)  -6.2%   (20,166)  (20,966)  -3.8%

GCAP management fee expenses starting from 2024 have a self-targeted cap of
0.75% of Georgia Capital's NAV. The LTM management fee expense ratio was 0.83%
at 30-Sep-24 (0.90% as of 30-Sep-23).

Total investment return represents the increase (decrease) in the fair value
of our portfolio. Total investment return was negative GEL 26.6 million in
3Q24 and GEL 217.5 million in 9M24, reflecting the changes in the value of our
portfolio companies. We discuss valuation drivers for our businesses on pages
4-6. The performance of each of our private large and investment stage
portfolio companies is discussed on pages 11-20.

GCAP's net foreign currency liability balance amounted to US$ 6.7 million (GEL
18.2 million) at 30-Sep-24, which includes the foreign currency forward
agreements put in place in 3Q24. As a result of the movements described above,
GCAP's adjusted IFRS net income was GEL 110.2 million in 3Q24 (net loss of GEL
85.3 million in 9M24).

 

 

DISCUSSION OF PORTFOLIO COMPANIES' RESULTS (STAND-ALONE IFRS)

The following sections present the IFRS results and business development
extracted from the individual portfolio company's IFRS accounts for large and
investment stage entities, where the 3Q24, 9M24, 3Q23 and 9M23 portfolio
company's accounts and respective IFRS numbers are unaudited. We present key
IFRS financial highlights, operating metrics and ratios along with commentary
explaining the developments behind the numbers. For the majority of our
portfolio companies, the fair value of our equity investment is determined by
the application of an income approach (DCF) and a market approach (listed peer
multiples and precedent transactions). Under the discounted cash flow (DCF)
valuation method, fair value is estimated by deriving the present value of the
business using reasonable assumptions of expected future cash flows and the
terminal value, and the appropriate risk-adjusted discount rate that
quantifies the risk inherent to the business. Under the market approach,
listed peer group earnings multiples are applied to the trailing twelve months
(LTM) stand-alone IFRS earnings of the relevant business. As such, the
stand-alone IFRS results and developments driving the IFRS earnings of our
portfolio companies are key drivers of their valuations within GCAP's
financial statements. See "Basis of Presentation" on page 23 for more
background.

 

Discussion of Retail (Pharmacy) Business Results

The retail (pharmacy) business, where GCAP owns a 97.6% equity interest, is
the largest pharmaceuticals retailer and wholesaler in Georgia, with a 32%
market share based on the 2022 revenues. The business consists of  retail
pharmacy chain operating under two brands (GPC and Pharma Depot) and a
wholesale business that sells pharmaceuticals and medical supplies to
hospitals and other pharmacies. The business operates a total of 415
pharmacies (of which 399 are in Georgia and 16 in Armenia) and 19 franchise
stores (of which, 12 are in Georgia, 2 in Armenia and 5 in Azerbaijan).

3Q24 and 9M24 performance (GEL '000), Retail (pharmacy) 28  (#_ftn28)

 INCOME STATEMENT HIGHLIGHTS                           3Q24        3Q23        Change     9M24         9M23         Change
 Revenue, net                                          206,453     197,282     4.6%       617,583      594,305      3.9%
    Of which, retail                                   167,657     158,180     6.0%       498,909      470,876      6.0%
    Of which, wholesale                                38,796      39,102      -0.8%      118,674      123,429      -3.9%
 Gross Profit                                          65,147      59,188      10.1%      188,248      173,844      8.3%
 Gross profit margin                                   31.6%       30.0%       1.6 ppts   30.5%        29.3%        1.2 ppts
 Operating expenses (ex. IFRS 16)                       (43,826)    (38,309)   14.4%       (131,845)    (112,519)   17.2%
 EBITDA (ex. IFRS 16)                                  21,321      20,879      2.1%       56,403       61,325       -8.0%
 EBITDA margin, (ex. IFRS 16)                          10.3%       10.6%       -0.3 ppts  9.1%         10.3%        -1.2 ppts
 Net profit (ex. IFRS 16)                              13,476      12,368      9.0%       24,669       45,716       -46.0%

 CASH FLOW HIGHLIGHTS
 Cash flow from operating activities (ex. IFRS 16)     22,580      435         NMF        56,707       18,151       NMF
 EBITDA to cash conversion                             105.9%      2.1%        NMF        100.5%       29.6%        70.9 ppts
 Cash flow used in investing activities 29  (#_ftn29)   (1,949)    5,344       NMF         (26,687)     (72,795)    -63.3%
 Free cash flow, (ex. IFRS 16) 30  (#_ftn30)           19,148       (10,590)   NMF        41,206        (76,777)    NMF
 Cash flow used in financing activities (ex. IFRS 16)   (7,749)     (621)      NMF         (53,744)     14,560      NMF

 BALANCE SHEET HIGHLIGHTS                              30-Sep-24   30-Jun-24   Change     31-Dec-23    Change
 Total assets                                          593,737     590,200     0.6%       631,218      -5.9%
 Of which, cash and bank deposits                      36,380      23,506      54.8%      60,383       -39.8%
 Of which, securities and loans issued                 15,585      16,574      -6.0%      2,623        NMF
 Total liabilities                                     544,949     553,787     -1.6%      597,611      -8.8%
 Of which, borrowings                                  204,440     208,072     -1.7%      228,261      -10.4%
 Of which, lease liabilities                           149,409     151,788     -1.6%      151,916      -1.7%
 Total equity                                          48,788      36,413      34.0%      33,607       45.2%

 

INCOME STATEMENT HIGHLIGHTS

Ø The developments in 3Q24 and 9M24 total revenue of Retail (Pharmacy)
reflect the combination of the following factors:

o  A 6.0% y-o-y increase in retail revenue in both 3Q24 and 9M24, driven by
the significant expansion of the retail chain (the business added 21
pharmacies and 6 franchise stores over the last 12 months) and the business'
proactive approach aimed at enhancing the sales and profitability of
para-pharmacy products. The revenue from para-pharmacy, as a percentage of
retail revenue, was 39.6% in 3Q24 (37.9% in 9M24).

o  Wholesale revenue was down by 0.8% and 3.9% y-o-y in 3Q24 and 9M24,
respectively, reflecting the State's recent approach to procuring certain
medicines directly from manufacturers.

o  The total revenue growth was partially affected by price regulations,
which set a maximum selling price for both prescription and non-prescription
medicines. The negative impact of these regulations on the total revenue
growth amounted to GEL 3.5 million in 3Q24 (GEL 11.4 million in 9M24).

Ø The y-o-y increase in the 3Q24 and 9M24 gross profit margins was mainly
driven by a 6.7 ppts and 6.5 ppts y-o-y improvement in the gross profit margin
of para-pharmacy retail revenue in 3Q24 and 9M24, respectively.

Ø The y-o-y increase in operating expenses (excl. IFRS 16) in 3Q24 and 9M24
resulted from the increased rent and salary expenses in line with the
substantial expansion of the retail chain and the launch of the new warehouse
at the end of 2023.

Ø EBITDA (excl. IFRS 16) was up by 2.1% y-o-y in 3Q24 (down 8.0% y-o-y in
9M24) reflecting the positive outcomes of chain expansion and optimisation
efforts and indicates a rebound following the introduction of price
regulations.

Ø Net interest expense (excl. IFRS 16) was up by 16.9% y-o-y to GEL 4.9
million in 3Q24 and up by GEL 8.7 million y-o-y to GEL 15.7 million in 9M24,
attributable to the higher average net debt balance, utilised to finance the
minority shareholder buyout transaction in June 2023.

Ø The developments described above translated into a 9.0% y-o-y increase in
net profit (excl. IFRS 16) in 3Q24 (down 46.0% y-o-y in 9M24), which apart
from the developments described above, reflects the FX gain of GEL 0.5 million
in 3Q24 as opposed to the FX loss of GEL 1.8 million in 3Q23.

 

CASH FLOW AND BALANCE SHEET HIGHLIGHTS

Ø The net debt balance was down to GEL 152.5 million at 30-Sep-24, from GEL
168.0 million at 30-Jun-24, reflecting robust cash flow generation in 3Q24.

Ø Cash flow from operating activities was strong with 105.9% and 100.5%
EBITDA to cash conversion ratio in 3Q24 and 9M24, respectively. The y-o-y
improvement in both periods is attributable to a) the sale of a significant
portion of inventory stock and b) a low base in 2023, when the business made
advance payments to key vendors to secure substantial supplier discounts.

 

OTHER VALUATION DRIVERS AND OPERATING HIGHLIGHTS

Ø The business divested from its textile franchise brands "Carters" and
"Triumph" with 6 operating stores in Georgia. The total consideration (excl.
VAT) amounted to GEL 3.7 million.

Ø The number of pharmacies and franchise stores is provided below:

                             Sep-24  Jun-24  Change (q-o-q)  Sep-23  Change (y-o-y)
 Number of pharmacies        415     418     (3)             394     21
    Of which, Georgia        399     402     (3)             381     18
    Of which, Armenia        16      16      -               13      3
 Number of franchise stores  19      22      (3)             13      6
    Of which, Georgia        12      14      (2)             7       5
    Of which, Armenia        2       2       -               2       -
    Of which, Azerbaijan     5       6       (1)             4       1

Ø Retail (Pharmacy)'s key operating performance highlights for 3Q24 and 9M24
are noted below:

 Key metrics                   3Q24    3Q23    Change     9M24   9M23    Change
 Same store revenue growth     -2.0%   3.6%    -5.6 ppts  -2.5%  0.8%    -3.3 ppts
 Number of bills issued (mln)  7.7     7.6     1.3%       23.6   23.1    2.2%
 Average bill size (GEL)        20.7    19.8   4.3%       20.0    19.3   3.5%

 

 

 

 

Discussion of Insurance (P&C and Medical) Business Results

As at 30-Sep-24, the insurance business comprises a) Property and Casualty
(P&C) insurance business, operating under the brand name "Aldagi" and b)
medical insurance business, operating under "Imedi L" and "Ardi" brands, the
latter acquired in April 2024. The P&C insurance business is a leading
player with a 28% market share in property and casualty insurance based on
gross premiums as of 30-Jun-24. P&C also offers a variety of non-property
and casualty products, such as life insurance. The medical insurance business
is the country's largest private health insurer, with a 34% market share based
on gross insurance premiums as of 30-Jun-24, offering a variety of health
insurance products primarily to corporate and (selectively) to state entities
and also to retail clients in Georgia. GCAP owns a 100% equity stake in both
insurance businesses.

3Q24 and 9M24 performance (GEL'000), Insurance (P&C and Medical)  31 
(#_ftn31)

 INCOME STATEMENT HIGHLIGHTS               3Q24       3Q23       Change  9M24       9M23       Change
 Insurance revenue                          88,823     53,831    65.0%    220,249    152,236   44.7%
 Of which, P&C Insurance                    41,129     32,707    25.7%    108,930    85,672    27.1%
 Of which, Medical Insurance                47,694     21,124    NMF      111,319    66,564    67.2%
 Net underwriting profit                    24,312     10,019    NMF      57,791     37,517    54.0%
 Net investment profit                      3,675      4,043     -9.1%    11,214     10,393    7.9%
 Pre-tax profit                             13,051     4,910     NMF      32,221     21,505    49.8%
 Of which, P&C Insurance                    8,408      2,914     NMF      21,745     15,656    38.9%
 Of which, Medical Insurance                4,643      1,996     NMF      10,476     5,849     79.1%

 CASH FLOW HIGHLIGHTS
 Net cash flows from operating activities   19,019     9,885     92.4%    42,793     31,600    35.4%
 Free cash flow                             16,907     8,313     NMF      40,931     28,288    44.7%

 BALANCE SHEET HIGHLIGHTS                  30-Sep-24  30-Jun-24  Change  31-Dec-23  Change
 Total assets                               334,416    328,581   1.8%     248,902   34.4%
 Total equity                               124,474    117,689   5.8%     130,684   -4.8%

INCOME STATEMENT HIGHLIGHTS

Ø The y-o-y increase in 3Q24 and 9M24 insurance revenue reflects a
combination of factors:

§  The revenue of the P&C insurance business was up by 25.7% y-o-y in
3Q24 (up 27.1% y-o-y in 9M24), resulting from:

o  A GEL 4.9 million y-o-y increase in Motor Insurance revenues in 3Q24 (a
GEL 14.7 million y-o-y increase in 9M24), mainly attributable to the expansion
of both retail and corporate client portfolios.

o  A GEL 1.7 million y-o-y increase in Agricultural Insurance revenues in
3Q24 (a GEL 2.1 million y-o-y increase in 9M24), driven by increased tariffs
on certain crops and regions.

o  A GEL 1.5 million y-o-y increase in Credit Life insurance revenues in 3Q24
(a GEL 4.1 million y-o-y increase in 9M24), resulting from the growth of
partner banks' portfolios in the mortgage, consumer loan and other sectors.

o  A GEL 0.3 million y-o-y increase in the revenues from other insurance
lines in 3Q24 (a GEL 2.4 million y-o-y increase in 9M24).

§  The revenue of the medical insurance business more than doubled y-o-y in
3Q24 (up 67.2% y-o-y in 9M24), reflecting c.10% increase in insurance policy
prices as well as the positive impact of the acquisition of Ardi insurance
portfolio in April 2024, contributing GEL 21.4 million to the 3Q24 y-o-y
revenue growth (GEL 35.5 million in 9M24).

Ø The insurance business' key performance ratios for 3Q24 and 9M24 are noted
below:

 Key ratios          P&C Insurance                                      Medical Insurance
                     3Q24   3Q23   Change      9M24   9M23   Change     3Q24   3Q23   Change     9M24   9M23   Change
 Combined ratio      84.4%  99.5%  -15.1 ppts  86.5%  89.7%  -3.2 ppts  91.3%  94.6%  -3.3 ppts  92.4%  95.5%  -3.1 ppts
 Expense ratio       33.9%  35.2%  -1.3 ppts   33.7%  34.8%  -1.1 ppts  18.1%  17.0%  1.1 ppts   16.8%  15.8%  1.0 ppts
 Loss ratio          51.3%  63.3%  -12.0 ppts  52.7%  55.3%  -2.6 ppts  73.2%  77.6%  -4.4 ppts  75.6%  79.7%  -4.1 ppts
 FX ratio            -0.8%  1.0%   -1.8 ppts   0.1%   -0.4%  0.5 ppts   -      -      -          -      -      -
 ROAE 32  (#_ftn32)  37.6%  12.8%  24.8 ppts   34.1%  22.8%  11.3 ppts  54.4%  11.2%  43.1 ppts  32.8%  15.1%  17.6 ppts

§  The combined ratio of P&C Insurance decreased by 15.1 ppts to 84.4%
in 3Q24 and by 3.2 ppts y-o-y to 86.5% in 9M24, mainly resulting from
an improved loss ratio following a high base in 2023, which saw several
abnormal events, including an unprecedented landslide, an unusually high
number of hailstorms, and a large property insurance claim.

§  The combined ratio of Medical Insurance improved by 3.3 ppts y-o-y to
91.3% (down by 3.1 ppts y-o-y to 92.4% in 9M24), reflecting a) consolidation
of Ardi's portfolio and b) increased revenues, due to higher insurance tariffs
as described above.

Ø The net investment profit was down by 9.1% y-o-y in 3Q24 due to the FX
movements. A 7.9% y-o-y increase in 9M24 net investment profit is attributable
to the higher average liquid funds balance as well as the consolidation of
Ardi's insurance portfolio.

Ø As a result, the pre-tax profit of the insurance business was up by 165.8%
y-o-y in 3Q24 (up 49.8% y-o-y in 9M24). The acquisition of Ardi Insurance
contributed GEL 2.4 million to the 3Q24 y-o-y pre-tax profit growth (GEL 4.2
million in 9M24).

 

 

 

 

CASH FLOW AND BALANCE SHEET HIGHLIGHTS

Ø The solvency ratio of P&C and medical insurance businesses stood at
178% and 162%, respectively, as of 30 September 2024, above the required
minimum of 100%.

Ø A y-o-y increase in the net cash flows from operating activities is mainly
driven by higher underwriting cash flows of the business coupled with the
positive impact of the consolidation of Ardi's portfolio.

Ø GEL 6.8 million in dividends were paid to GCAP in 3Q24 (GEL 16.5 million in
9M24).

 

 

 

Discussion of Hospitals Business Results 33  (#_ftn33)

The hospitals business, where GCAP owns a 100% equity, is the largest
healthcare market participant in Georgia, comprised of 7 Large and Specialty
Hospitals, providing secondary and tertiary level healthcare services across
Georgia and 27 Regional and Community Hospitals, providing outpatient and
basic inpatient services.

3Q24 and 9M24 performance (GEL '000), Hospitals 34  (#_ftn34)

 INCOME STATEMENT HIGHLIGHTS                           3Q24        3Q23        Change    9M24        9M23        Change
 Revenue, net 35  (#_ftn35)                            78,966      71,854      9.9%      242,500     236,110     2.7%
 Gross Profit                                          26,701      22,860      16.8%     81,738      81,571      0.2%
 Gross profit margin                                   33.3%       31.3%       2.0 ppts  33.2%       34.1%       -0.9 ppts
 Operating expenses (ex. IFRS 16)                       (14,979)    (14,277)   4.9%       (43,954)    (43,347)   1.4%
 EBITDA (ex. IFRS 16)                                  11,722      8,583       36.6%     37,784      38,224      -1.2%
 EBITDA margin (ex. IFRS 16)                           14.6%       11.7%       2.9 ppts  15.3%       16.0%       -0.7 ppts
 Net loss (ex. IFRS 16)                                 (6,586)     (6,778)    2.8%       (12,777)    (9,290)    -37.5%

 CASH FLOW HIGHLIGHTS
 Cash flow from operating activities (ex. IFRS 16)      16,478      21,791     -24.4%     23,052      14,320     61.0%
 EBITDA to cash conversion (ex. IFRS 16)               140.6%      253.9%      NMF       61.0%       37.5%       23.5 ppts
 Cash flow used in investing activities 36  (#_ftn36)   (16,656)    (16,411)   1.5%       (10,508)    (31,715)   -66.9%
 Free cash flow (ex. IFRS 16) 37  (#_ftn37)             1,579       5,407      -70.8%     14,533      (17,841)   NMF
 Cash flow used in financing activities (ex. IFRS 16)   (6,279)     (8,483)    -26.0%     (16,375)    (3,704)    NMF

 BALANCE SHEET HIGHLIGHTS                              30-Sep-24   30-Jun-24   Change    31-Dec-23   Change
 Total assets                                           703,165     698,365    0.7%       707,614    -0.6%
   Of which, cash balance and bank deposits             5,454       12,140     -55.1%     9,753      -44.1%
   Of which, securities and loans issued                7,827       9,397      -16.7%     9,557      -18.1%
 Total liabilities                                      365,800     359,634    1.7%       357,658    2.3%
   Of which, borrowings                                 278,495     282,907    -1.6%      281,352    -1.0%
 Total equity                                           337,365     338,731    -0.4%      349,956    -3.6%

 

INCOME STATEMENT HIGHLIGHTS

Ø The Large and Specialty Hospitals and Regional and Community Hospitals
represent approximately 70% and 30%, respectively, of the consolidated
hospitals' business revenue.

 Total revenue breakdown                          3Q24      3Q23      Change  9M24       9M23       Change
 Total revenue, net                                78,966    71,854   9.9%     242,500    236,110   2.7%
    Of which, Large and Specialty Hospitals        53,174    47,455   12.1%    164,683    152,698   7.8%
    Of which, Regional and Community Hospitals     25,845    25,065   3.1%     78,488     84,586    -7.2%
    Of which, Inter-business eliminations          (53)      (666)    -92.0%   (671)      (1,174)   -42.8%

Ø The total revenue growth in 3Q24 and 9M24 was primarily driven by the
rebound to normal operational levels following mandatory regulatory
renovations across all our hospitals, most of which occurred between the
second half of 2023 and the first half of 2024. These renovations led to the
phased closure of certain sections of our healthcare facilities, resulting in
reduced patient intake during that period. Out of the 34 hospitals, 32 have
now completed the required renovations, while the remaining two are expected
to finish by the end of 2024.

o  The performance of the Large and Specialty Hospitals in 3Q24 and 9M24
further reflects the positive outcome of the business' efforts to expand its
range of high-margin outpatient services. In 3Q24, these services accounted
for 36.2% of the revenue of Large and Specialty Hospitals, marking a 2.7 ppts
y-o-y increase (34.2% in 9M24, up 2.9 ppts y-o-y).

o  The completion of the renovation works was also evident in the performance
of our Regional and Community Hospitals, which saw revenue growth of 3.1%
y-o-y in 3Q24 (down 7.2% y-o-y in 9M24), notwithstanding the absence of the
revenues from "Batumi Hospital", one of the regional hospitals divested in
4Q23.

Ø As a result, the combined revenue of the hospitals business was up by 9.9%
and 2.7% y-o-y in 3Q24 and 9M24, respectively. Adjusted for the sale of the
above-mentioned "Batumi Hospital", the combined revenue was up by 15.5% y-o-y
in 3Q24 (up 8.4% in 9M24).

Ø The changes in the gross profit margin, apart from the revenue developments
described above, reflect the following trends in direct salary and materials
rates(( 38  (#_ftn38) )) and utility costs:

o  The direct salary rate remained largely flat y-o-y at 41.1% in 3Q24, while
it increased by 1.9 ppts y-o-y to 40.6% in 9M24, resulting from the
introduction of minimum salary requirements for janitors and junior nurses by
the State in January 2024.

o  The materials rate improved by 1.7 ppts y-o-y to 16.0% in 3Q24 (down 0.3
ppts y-o-y to 16.6% in 9M24), reflecting significant optimisations achieved in
tender participation processes.

o  Utilities and other costs were managed effectively, down by 7.0% and 12.8%
y-o-y in 3Q24 and 9M24, respectively.

Ø Operating expenses (excl. IFRS 16) increased by 4.9% y-o-y in 3Q24 (up 1.4%
y-o-y in 9M24), primarily due to higher salary costs associated with
an increased headcount to support the expansion of the services and overall
business growth.

Ø The developments described above translated into a 36.6% y-o-y increase in
EBITDA (excluding IFRS 16) in 3Q24 (down 1.2% y-o-y in 9M24).

                                                  3Q24      3Q23     Change  9M24      9M23      Change
 Total EBITDA (excl. IFRS 16), breakdown           11,722    8,583   36.6%    37,784    38,224   -1.2%
    Of which, Large and Specialty Hospitals        8,614     6,713   28.3%    28,907    27,751   4.2%
    Of which, Regional and Community Hospitals     3,108     1,871   66.1%    8,877     10,471   -15.2%

Ø Adjusted for the sale of the "Batumi Hospital", the combined EBITDA
(excluding IFRS 16) was up by 39.4% y-o-y in 3Q24 (up 3.3% in 9M24).

Ø Net interest expense (excluding IFRS 16) was down by 4.1% y-o-y in 3Q24, in
line with reduced interest rates on the market. Net interest expense
(excluding IFRS 16) remained largely flat in 9M24 (up by 0.3% y-o-y).

 

CASH FLOW AND BALANCE SHEET HIGHLIGHTS

Ø Capex investment was GEL 14.8 million in 3Q24 (GEL 38.2 million in 9M24),
comprising: a) the maintenance capex of GEL 4.8 million in 3Q24 (GEL 13.7
million in 9M24), b) development capex of GEL 3.7 million in 3Q24 (GEL 7.1
million in 9M24) to expand service offerings, and c) capex related to the new
regulations and obtaining required accreditations in the amount of GEL 2.8
million in 3Q24 (GEL 8.0 million in 9M24).

Ø The EBITDA to cash conversion ratio was at 140.6% in 3Q24 (61.0% in 9M24),
reflecting the receipt of the delayed receivables from the State.

 

 

OTHER VALUATION DRIVERS AND OPERATING HIGHLIGHTS

Ø The business key operating performance highlights for 3Q24 and 9M24 are
noted below:

 Key metrics                                                    3Q24   3Q23   Change     9M24     9M23     Change
 Number of admissions (thousands):                              382.0  368.5  3.7%       1,165.2  1,147.6  1.5%
    Of which, Large and Specialty Hospitals                     180.5  142.7  26.5%      521.6    443.1    17.7%
    Of which, Regional and Community Hospitals 39  (#_ftn39)    201.5  225.8  -10.8%     643.6    704.5    -8.6%
 Occupancy rates:
    Of which, Large and Specialty Hospitals                     62.9%  51.9%  11.0 ppts  65.9%    56.0%    9.9 ppts
    Of which, Regional and Community Hospitals                  49.3%  37.8%  11.5 ppts  58.2%    43.8%    14.4 ppts

 

 

 

Discussion of Renewable Energy Business Results

The renewable energy business operates three wholly-owned commissioned
renewable assets: 30MW Mestiachala HPP, 20MW Hydrolea HPPs and 21MW Qartli
wind farm. In addition, the business has a pipeline of renewable energy
projects in varying stages of development. The renewable energy business is
100% owned by Georgia Capital. As electricity sales in Georgia is a dollar
business, the financial data below is presented in US$.

3Q24 and 9M24 performance (US$ '000), Renewable Energy 40  (#_ftn40)

 INCOME STATEMENT HIGHLIGHTS             3Q24       3Q23       Change    9M24       9M23     Change
 Revenue                                 5,927      5,507      7.6%      13,462     11,472   17.3%
   Of which, PPA                         2,271      2,357      -3.6%     5,812      6,098    -4.7%
   Of which, Non-PPA                     3,656      3,150      16.1%     7,650      5,374    42.4%
 Operating expenses                      (1,023)    (1,096)    -6.7%     (3,069)    (3,121)  -1.7%
 EBITDA                                  4,904      4,411      11.2%     10,393     8,351    24.5%
 EBITDA margin                           82.7%      80.1%      2.6 ppts  77.2%      72.8%    4.4 ppts
 Net profit                              2,355      1,971      19.5%     2,982      432      NMF

 CASH FLOW HIGHLIGHTS
 Cash flow from operating activities     4,443      4,358      2.0%      9,115      6,843    33.2%
 Cash flow used in investing activities  (812)      (1,009)    -19.5%    (2,029)    (3,163)  -35.9%
 Cash flow used in financing activities  (5,857)    65         NMF       (12,582)   (2,589)  NMF
   Repayment of borrowings               (1,909)    -          NMF       (7,100)    (9)      NMF
   Dividends paid out                    (4,500)    -          NMF       (4,500)    (2,000)  NMF

 BALANCE SHEET HIGHLIGHTS                30-Sep-24  30-Jun-24  Change    31-Dec-23  Change
 Total assets                            117,529    118,977    -1.2%     122,579    -4.1%
   Of which, cash balance                4,872      7,151      -31.9%    10,525     -53.7%
 Total liabilities                       78,560     78,359     0.3%      83,911     -6.4%
   Of which, borrowings                  75,382     75,911     -0.7%     80,935     -6.9%
 Total equity                            38,970     40,619     -4.1%     38,667     0.8%

 INCOME STATEMENT HIGHLIGHTS (GEL)       3Q24       3Q23       Change    9M24       9M23     Change
 Revenue                                 16,082     14,590     10.2%     36,699     30,017   22.3%
 EBITDA                                  13,304     11,689     13.8%     28,326     21,869   29.5%

INCOME STATEMENT HIGHLIGHTS

Ø The y-o-y increase in the 3Q24 revenue reflects:

o  A 5.5% y-o-y improvement in electricity generation, despite a decrease in
the electricity generation of the wind farm due to regular maintenance works
executed on one of the six power-generating units during May-July 2024.

o  An increase in the average electricity selling price (up 2.0% y-o-y to
57.5 US$/MWh in 3Q24, up 0.7% y-o-y to 56.8 US$/MWh in 9M24).

Ø The y-o-y revenue growth in 9M24 further reflects the resumption of
operations of two power-generating units of Hydrolea HPPs, which were taken
offline between November 2022 to June 2023 due to previously planned phased
rehabilitation works.

3Q24 and 9M24 revenue and generation breakdown by power assets:

                          3Q24                                                   9M24
 US$ '000,                Revenue from        Change  Electricity        Change  Revenue from        Change  Electricity        Change

electricity sales
y-o-y
generation (MWh)
y-o-y
electricity sales
y-o-y
generation (MWh)
y-o-y
 unless otherwise noted
 30MW Mestiachala HPP     3,247               5.5%    57,160             3.2%    5,248               4.8%    94,399             3.8%
 20MW Hydrolea HPPs       1,325               47.9%   24,831             34.2%   4,302               99.7%   82,301             78.9%
 21MW Qartli wind farm    1,355               -11.5%  20,853             -11.5%  3,912               -9.2%   60,183             -9.2%
 Total                    5,927               7.6%    102,844            5.5%    13,462              17.3%   236,883            16.6%

Ø The operating expenses were well-controlled, down 6.7% and 1.7% y-o-y in
3Q24 and 9M24, respectively.

Ø The developments described above, led to a 11.2% and 24.5% y-o-y increase
in EBITDA in 3Q24 and 9M24, respectively.

 

CASH FLOW AND BALANCE SHEET HIGHLIGHTS

Ø In 3Q24 the business repurchased and cancelled US$ 1.9 million of its green
bonds (US$ 7.0 million in 9M24). As a result, the gross debt balance of the
business currently stands at US$ 73.0 million, leading to a 6.7% and 5.5%
y-o-y decrease in the net interest expense in 3Q24 and 9M24, respectively.

Ø The business paid US$ 4.5 million dividends to GCAP in 3Q24.

 

 

 

 

Discussion of Education Business Results

Our education business currently combines majority stakes in four private
school brands operating across seven campuses acquired over the period
2019-2023: British-Georgian Academy and British International School of
Tbilisi (70% stake), the leading schools in the premium and international
segments; Buckswood International School (80% stake), well-positioned in the
midscale segment and Green School (80%-90% ownership), well-positioned in the
affordable segment.

3Q24 and 9M24 performance (GEL '000), Education 41  (#_ftn41)

 INCOME STATEMENT HIGHLIGHTS               3Q24       3Q23       Change     9M24       9M23      Change
 Revenue                                   8,967      7,737      15.9%      45,656     36,145    26.3%
 Operating expenses                        (11,538)   (9,609)    20.1%      (36,815)   (28,117)  30.9%
 EBITDA                                    (2,571)    (1,872)    -37.3%     8,841      8,028     10.1%
 EBITDA Margin                             -28.7%     -24.2%     -4.5 ppts  19.4%      22.2%     -2.8 ppts
 Net (loss) / profit                       (4,688)    (3,389)    -38.3%     6,642      5,040     31.8%

 CASH FLOW HIGHLIGHTS                      3Q24       3Q23       Change     9M24       9M23      Change
 Net cash flows from operating activities  5,823      6,151      -5.3%      21,866     17,478    25.1%
 Net cash flows from investing activities  (9,108)    (7,911)    15.1%      (18,280)   (27,750)  -34.1%
 Net cash flows from financing activities  337        1,210      -72.1%     4,445      14,263    -68.8%

 BALANCE SHEET HIGHLIGHTS                  30-Sep-24  30-Jun-24  Change     31-Dec-23  Change
 Total assets                              217,932    214,355    1.7%       191,723    13.7%
    Of which, cash                         15,527     18,557     -16.3%     7,535      NMF
 Total liabilities                         80,628     72,257     11.6%      62,149     29.7%
    Of which, borrowings                   34,234     33,267     2.9%       27,750     23.4%
 Total equity                              137,304    142,098    -3.4%      129,574    6.0%

INCOME STATEMENT HIGHLIGHTS

Ø The third quarter is usually a slow season for the education business, as
the schools are not operational during the July-August holidays. The 15.9%
y-o-y increase in 3Q24 revenues (up 26.3% y-o-y in 9M24) was driven by a)
organic growth through strong intakes and a ramp-up of the utilisation and b)
expansion of the business through the launch of a new campus in the mid-scale
segment and the acquisition of the new campus in the affordable segment during
2023. The revenue growth in 9M24 was partially subdued by foreign exchange
rate movements, as the tuition fees for our premium and international schools
are denominated in US$.

Ø Operating expenses were up by 20.1% y-o-y in 3Q24 (up 30.9% y-o-y in 9M24),
mainly reflecting increased salary, catering and utility expenses, in line
with the expansion of the business.

Ø Consequently, EBITDA was down by 37.3% with a 4.5 ppts y-o-y decrease in
the EBITDA margin in 3Q24, which apart from the impact of seasonality as
described above, reflects the early ramp-up stage of the newly launched
campuses. The performance is expected to rebound as the utilisation rate of
the newly added learner capacity picks up gradually. EBITDA was up by 10.1%
y-o-y in 9M24.

Ø Net income was down 38.3% y-o-y in 3Q24 and increased by 31.8% y-o-y in
9M24, the latter also reflecting a gain from the first-time valuation of the
call option on the minority stake in one of the recently acquired campuses,
which was previously measured at an equity investment cost.

 

CASH FLOW AND BALANCE SHEET HIGHLIGHTS

Ø Cash collection rate was at 55.4% as of 30-Sep-24, in line with last year's
level.

Ø Investing cash outflows of GEL 9.1 million and GEL 18.3 million in 3Q24 and
9M24, respectively, reflect the investments related to the ongoing expansion
of existing campuses in the midscale and affordable segments.

 

OTHER VALUATION DRIVERS AND OPERATING HIGHLIGHTS

Ø The 2024-2025 academic year started with a significant increase in capacity
and the number of learners:

o  The total learner capacity increased by 825 learners to 8,095 learners in
3Q24, of which the capacity of the midscale segment expanded to 1,645 learners
(up by 225 learners) and the capacity of the affordable segment increased to
5,300 learners (up by 600 learners).

o  The total number of learners increased by 693 learners y-o-y to 6,593
learners at 30-Sep-24 (up by 710 learners q-o-q).

Ø The utilisation rate for the total 8,095 learner capacity was up by 0.3
ppts y-o-y to 81.4% as at 30-Sep-24.

o  The utilisation rate for the pre-expansion 2,810 learner capacity was
100%.

o  The utilisation of the newly added capacity of 5,285 learners was 71.6%.

 

 

 

Ø The number of campuses across the different segments is noted below:

                                         Sep-24  Jun-24  Change (q-o-q)  Sep-23  Change (y-o-y)
 Total number of campuses                7       7       -               7       -
    Premium and International segment    1       1       -               1       -
    Mid-scale segment                    2       2       -               2       -
    Affordable segment                   4       4       -               4       -

 

 

 

Discussion of Clinics and Diagnostics Business Results 42  (#_ftn42)

The clinics and diagnostics business, where GCAP owns a 100% equity interest,
is the second largest healthcare market participant in Georgia after our
hospitals business. The business comprises two segments: 1) 16 polyclinics
(providing outpatient diagnostic and treatment services) and retail lab retail
points at 14 of our GPC pharmacies; 2) Diagnostics, operating the largest
laboratory in the entire Caucasus region - "Mega Lab".

3Q24 and 9M24 performance (GEL '000), Clinics and Diagnostics 43  (#_ftn43)

 INCOME STATEMENT HIGHLIGHTS                        3Q24       3Q23       Change     9M24       9M23        Change
 Revenue, net 44  (#_ftn44)                          16,851     14,916    13.0%       53,558     44,676     19.9%
    Of which, clinics                                13,993     12,255    14.2%       43,266     35,453     22.0%
    Of which, diagnostics                            5,032      4,293     17.2%       15,862     13,485     17.6%
    Of which, inter-business eliminations            (2,174)    (1,632)   33.2%       (5,570)    (4,262)    30.7%
 Gross Profit                                        8,698      7,309     19.0%       27,047     20,890     29.5%
 Gross profit margin                                51.6%      48.9%      2.7%       50.4%      46.6%       3.8%
 Operating expenses (ex. IFRS 16)                   (5,989)    (4,679)    28.0%      (17,142)   (13,816)    24.1%
 EBITDA (ex. IFRS 16)                                2,709      2,630     3.0%        9,905      7,074      40.0%
 EBITDA margin (ex. IFRS 16)                        16.1%      17.6%      -1.5 ppts  18.5%      15.8%       2.7 ppts
 Net (loss) / profit (ex. IFRS 16)                   (95)       (765)     87.6%       1,627      (1,602)    NMF

 CASH FLOW HIGHLIGHTS
 Cash flow from operating activities (ex. IFRS 16)   4,019      2,429     65.5%       11,193     4,629      NMF
 EBITDA to cash conversion (ex. IFRS 16)            148.4%     92.4%      56.0 ppts  113.0%     65.4%       47.6 ppts
 Cash flow used in investing activities              (856)      (4,639)   -81.5%      (5,360)    (10,402)   -48.5%
 Free cash flow (ex. IFRS 16) 45  (#_ftn45)          410        (604)     NMF         3,702      (4,270)    NMF
 Cash flow from financing activities (ex. IFRS 16)   (34)       (2,100)   -98.4%      (1,901)    3,977      NMF

 BALANCE SHEET HIGHLIGHTS                           30-Sep-24  30-Jun-24  Change     31-Dec-23  Change
 Total assets                                        140,638    131,991   6.6%        135,848   3.5%
   Of which, cash balance and bank deposits          8,459      5,331     58.7%       4,500     88.0%
   Of which, securities and loans issued              -         3,049     NMF         8,357     NMF
 Total liabilities                                   86,338     78,726    9.7%        83,901    2.9%
   Of which, borrowings                              43,871     43,162    1.6%        48,630    -9.8%
 Total equity                                        54,300     53,265    1.9%        51,947    4.5%

Discussion of results, Clinics (GEL '000)

 INCOME STATEMENT HIGHLIGHTS                           3Q24       3Q23       Change     9M24       9M23       Change
 Revenue, net                                           13,993     12,255    14.2%       43,266     35,453    22.0%
 Gross Profit                                          7,097      6,249      13.6%      21,984     17,565     25.2%
 Gross profit margin                                   50.7%      50.9%      -0.2 ppts  50.7%      49.3%      1.4 ppts
 Operating expenses (ex. IFRS 16)                      (4,968)    (3,800)    30.7%      (14,038)   (11,325)   24.0%
 EBITDA (ex. IFRS 16)                                   2,129      2,449     -13.1%      7,946      6,240     27.3%
 EBITDA margin (ex. IFRS 16)                           15.2%      19.9%      -4.7 ppts  18.3%      17.5%      0.8 ppts
 Net (loss) / profit (ex. IFRS 16)                      (273)      (902)     69.7%       1,025      (987)     NMF

 CASH FLOW HIGHLIGHTS
 Cash flow from operating activities (ex. IFRS 16)      3,625      2,290     58.3%       11,394     6,173     84.6%
 EBITDA to cash conversion (ex. IFRS 16)               170.3%     93.5%      76.8 ppts  143.4%     98.9%      44.5 ppts
 Cash flow used in investing activities 46  (#_ftn46)   (740)      (4,425)   -83.3%      (5,002)    (9,450)   -47.1%
 Free cash flow (ex. IFRS 16)                           132        (525)     NMF         4,261      (1,760)   NMF
 Cash flow used in financing activities (ex. IFRS 16)   330        (2,060)   NMF         (2,243)    2,611     NMF

 BALANCE SHEET HIGHLIGHTS                              30-Sep-24  30-Jun-24  Change     31-Dec-23  Change
 Total assets                                           109,427    100,804   8.6%        105,789   3.4%
   Of which, cash balance and bank deposits             8,438      5,223     61.6%       4,261     98.0%
   Of which, securities and loans issued                 -         3,049     NMF         8,357     NMF
 Total liabilities                                      73,686     65,908    11.8%       71,840    2.6%
   Of which, borrowings                                 36,674     35,797    2.4%        42,340    -13.4%
 Total equity                                           35,741     34,896    2.4%        33,949    5.3%

 

INCOME STATEMENT HIGHLIGHTS

Ø The 14.2% y-o-y increase in 3Q24 revenue (up 22.0% y-o-y in 9M24) reflects:

o  The increased demand for high revenue-generating services as well as the
growth in the number of registered patients, driven by the business' proactive
approach to customer acquisition and service enhancements.

o  Ramp-up of two new ambulatory centres launched in 2H23.

o  The acquisition of a portfolio of c.27,000 new customers in June 2024,
further contributing to the overall top-line growth in 3Q24.

o  The revenue growth was partially subdued by the temporary closure of
certain departments of the largest polyclinic in Tbilisi in 3Q24, due to
previously planned renovation works.

Ø The cost of services in the clinics consists mainly of salaries, materials
and utilities, and the cost of providers:

o  The trend in salary cost is captured in the direct salary rate(( 47 
(#_ftn47) )). A significant portion of direct salaries is fixed, which on the
back of increased revenue improved by 0.4 ppts y-o-y to 31.6% in 3Q24 (down
1.2 ppts to 30.8% in 9M24), notwithstanding the impact of new regulatory
requirements regarding minimum salaries, as outlined in the discussion of the
hospitals business results above.

o  The materials rate was well-managed, improving by 0.4 ppts y-o-y in 3Q24
(a 1.2 ppts y-o-y improvement in 9M24).

o  The utilities and other expenses were largely flat, up 1.1% y-o-y in 3Q24
(down 2.7% y-o-y in 9M24).

o  The cost of providers mainly consists of outsourced laboratory services,
which accounted for c.12% of revenue in 3Q24, (c.13% in 9M24). Increased
demand for such services led to a 1.6 ppts y-o-y increase in the provider cost
ratio in 3Q24 (up 1.5 ppts y-o-y in 9M24).

Ø Consequently, the gross profit margin decreased slightly by 0.2 ppts y-o-y
in 3Q24 (1.4 ppts y-o-y improvement in 9M24).

Ø Operating expenses (excl. IFRS 16) were up by 30.7% in 3Q24 and 24.0% y-o-y
in 9M24, reflecting increased salary and rent expenses in line with the
expansion of the business, as well as the sale of one of the polyclinic
buildings in 3Q23 and its leaseback in 2Q24.

Ø The development described above translated into a 13.1% y-o-y decrease in
EBITDA in 3Q24 (up 27.3% y-o-y in 9M24).

Ø The business posted a net loss (excl. IFRS 16) of GEL 0.3 million in 3Q24
and GEL 1.0 million net profit in 9M24, which also reflects one-off costs
associated with the termination of contracts due to changes in management.

 

CASH FLOW AND BALANCE SHEET HIGHLIGHTS

Ø The EBITDA to cash conversion ratio was at 170.3% in 3Q24 (143.4% in 9M24),
reflecting the strong business performance as well as the collection of
delayed receivables in 3Q24.

Ø In 3Q24, the business spent GEL 3.5 million on capex, primarily related to
the expansion of services and the polyclinics chain. Capex investment in 9M24
amounted to GEL 6.3 million.

 

OTHER VALUATION DRIVERS AND OPERATING HIGHLIGHTS

Ø The number of admissions at our clinics is highlighted below:

                                   3Q24   3Q23   Change  9M24     9M23     Change
 Number of admissions (thousands)   392    356   10.1%    1,291    1,148   12.4%

Ø The number of polyclinics operated by the business is provided below.

                                      Sep-24  Sep-23  Change  Dec-23  Change
 Number of polyclinics 48  (#_ftn48)  16      15      1       16       -

As of 30-Sep-24, the total number of registered patients in our polyclinics in
Tbilisi reached c.337,000 (c.288,000 as of 30-Sep-23).

 

 

Discussion of results, Diagnostics (GEL '000)

 INCOME STATEMENT HIGHLIGHTS        3Q24       3Q23     Change    9M24       9M23       Change
 Revenue, net                        5,032      4,293   17.2%      15,862     13,485    17.6%
 Gross Profit                        1,601      1,060   51.0%      5,063      3,325     52.3%
 Gross profit margin                31.8%      24.7%    7.1 ppts  31.9%      24.7%      7.2 ppts
 Operating expenses (ex. IFRS 16)    (1,021)    (879)   16.2%      (3,104)    (2,491)   24.6%
 EBITDA (ex. IFRS 16)                580        181     NMF        1,959      834       NMF
 EBITDA margin (ex. IFRS 16)        11.5%      4.2%     7.3 ppts  12.4%      6.2%       6.2 ppts
 Net profit / (loss) (ex. IFRS 16)   178        (315)   NMF        602        (1,067)   NMF

 

INCOME STATEMENT HIGHLIGHTS

Ø The revenue developments in 3Q24 and 9M24 reflect the results of the
business' enhanced efforts to broaden its client base and diversify its range
of services, particularly in the high-margin category.

Ø Materials and direct salary rates improved by 3.0 ppts and 3.4 ppts y-o-y
in 3Q24, respectively (3.6 ppts and 2.6 ppts y-o-y improvement in 9M24,
respectively), which along with increased revenues, reflect significant
process optimisations.

Ø As a result, the business recorded a 51.0% y-o-y increase in gross profit
and a 3.2x y-o-y increase in EBITDA in 3Q24 (up 52.3% and 2.3x y-o-y in 9M24,
respectively).

 

OTHER VALUATION DRIVERS AND OPERATING HIGHLIGHTS

Ø The key operating performance highlights for 3Q24 and 9M24 are presented
below:

                                        3Q24   3Q23   Change  9M24     9M23     Change
 Number of patients served (thousands)   175    164   6.5%     593      577     2.7%
 Number of tests performed (thousands)   593    564   5.2%     2,004    1,813   10.5%
 Average revenue per test GEL           8.5    7.6    11.4%   7.9      7.4      6.4%
 Average number of tests per patient    3.4    3.4    -1.2%   3.4      3.1      7.6%

 

 

 

Discussion of Other Portfolio Results

The four businesses in our "other" private portfolio are Auto Service,
Beverages, Hospitality and Housing. They had a combined value of GEL 327.3
million at 30-Sep-24, which represents 9.5% of our total portfolio.

3Q24 & 9M24 aggregated performance highlights (GEL '000), Other Portfolio

                                           3Q24     3Q23     Change  9M24     9M23     Change
 Revenue                                   168,087  162,125  3.7%    439,462  427,079  2.9%
 EBITDA                                    19,435   21,034   -7.6%   52,490   35,447   48.1%
 Net cash flows from operating activities  22,264   (1,383)  NMF     33,531   (814)    NMF

 

Ø Auto Service | The auto service business includes a periodic technical
inspection (PTI) business, and a car services and parts business.

o  Periodic technical inspection (PTI) business | PTI business' revenue was
up by 13.0% y-o-y to GEL 6.7 million in 3Q24 (up by 16.6% y-o-y to GEL 17.6
million in 9M24), driven by an increase in primary and secondary vehicle
inspections. The number of total cars serviced was up by 12.2% and 15.7%
y-o-y, leading to a 15.1% and 21.9% y-o-y increase in EBITDA in 3Q24 and 9M24,
respectively.

o  Car services and parts business | In 3Q24, revenue was up by 13.7% y-o-y
to GEL 17.7 million (up 11.9% y-o-y to GEL 45.3 million in 9M24) reflecting an
increase in the retail and corporate segment. Similarly, the gross profit was
up by 8.0% to GEL 4.3 million in 3Q24 and up 9.2% to GEL 11.7 million in 9M24,
y-o-y. In 3Q24, operating expenses increased by 14.7% y-o-y (up 21.7% y-o-y in
9M24), reflecting the business growth. As a result, the business posted a GEL
0.8 million EBITDA in 3Q24, down 14.4% y-o-y (GEL 1.6 million in 9M24, down
33.6% y-o-y).

Ø Beverages | The beverages business combines three business lines: a beer
business, a distribution business and a wine business. In October 2024, GCAP
announced the sale of an 80% holding of its beer and distribution business.
For further details, please refer to page 2 of this report.

o  Beer business | The gross revenue of the beer business increased by 28.3%
y-o-y to GEL 52.7 million in 3Q24 and was up by 14.8% y-o-y to GEL 124.7
million in 9M24, resulting from increased product prices as well as the
increase sales in hectolitres (up by 18.8% and 5.3% y-o-y in 3Q24 and 9M24,
respectively). The average GEL price per litre (average for beer and lemonade)
increased by 8.0% y-o-y in 3Q24 (up by 9.1% y-o-y in 9M24). The operating
expenses were up by 21.4% and 19.8% y-o-y in 3Q24 and 9M24, respectively,
mainly due to the increased marketing expenses. Consequently, the EBITDA of
the business increased by 23.1% to GEL 9.8 million in 3Q24 (up 14.2% y-o-y to
GEL 20.8 million in 9M24).

o  Distribution business | Revenue of the distribution business increased by
17.2% and 14.8% y-o-y to GEL 74.3 million and GEL 171.3 million in 3Q24 and
9M24, respectively, in line with the increased revenues of the beer business,
as described above. The gross profit margin was down by 2.0 ppts and 2.1 ppts
y-o-y in 3Q24 and 9M24, respectively, reflecting the change in product mix. In
3Q24, operating expenses were up by 10.6% y-o-y (up by 8.5% y-o-y in 9M24). As
a result, the business posted GEL 4.0 million EBITDA in 3Q24, down by 4.8%
y-o-y (GEL 7.1 million in 9M24, down by 12.5% y-o-y).

o  Wine business | The net revenue of the wine business was down by 30.2% to
GEL 12.1 million in 3Q24, reflecting a 34.1% decrease in the number of bottles
sold in 3Q24, primarily due to weaker exports in 3Q24 (share of exports in
total sales was down by 6.1 ppts y-o-y to 80.4% in 3Q24). For 9M24, revenue
was down by 3.3% y-o-y to GEL 41.7 million with a 5.7% decrease in the number
of bottles sold. Operating expenses decreased by 11.3% y-o-y in 3Q24 (down by
7.0% y-o-y in 9Q24) due to the business' cost-saving initiatives.
Consequently, EBITDA was down by 69.2% to GEL 0.7 million in 3Q24 (up by 55.4%
to GEL 4.5 million in 9M24).

Ø Real estate businesses | The combined revenue of the real estate businesses
increased by 2.2% y-o-y to GEL 63.5 million in 3Q24 (down by 2.6% y-o-y to GEL
176.5 million in 9M24). The 3Q24 EBITDA decreased by GEL 1.6 million y-o-y to
negative GEL 1.0 million (up by GEL 13.1 million to GEL 9.6 million in 9M24),
mainly resulting from the reassessment of the construction progress for
ongoing residential projects at our housing development business. In August
2024, our housing development business successfully closed a US$ 25 million
local bond offering. The 2-year, US$-denominated notes carry an 8.5% coupon.
Proceeds were used to refinance US$ 35 million local bonds which matured in
October 2024.

ADDITIONAL FINANCIAL INFORMATION

The 9M24 NAV Statement shows the development of NAV since 31-Dec-23:

 GEL '000, unless otherwise noted                Dec-23      1. Value creation(( 49  (#_ftn49) ))  2a.                          2b.          2c. Dividend  3.Operating expenses  4. Liquidity/ FX/Other  Sep-24      Change

                                                                                                   Investment and Divestments   Buyback                                                                              %
 Listed and Observable Portfolio Companies
 Bank of Georgia (BoG)                           1,225,847   65,422                                -                            -            (144,798)     -                     -                       1,146,471   -6.5%
 Water Utility                                   159,000     1,000                                 -                            -            -             -                     -                       160,000     0.6%
 Total Listed and Observable Portfolio Value     1,384,847   66,422                                -                            -            (144,798)     -                     -                       1,306,471   -5.7%
 Listed and Observable Portfolio value change %              4.8%                                  0.0%                         0.0%         -10.5%        0.0%                  0.0%                    -5.7%

 Private Portfolio Companies
 Large Companies                                 1,436,231   (103,733)                             -                            -            (26,560)      -                     2,870                   1,308,808   -8.9%
 Retail (Pharmacy)                               714,001     (46,857)                              -                            -            (10,048)      -                     1,078                   658,174     -7.8%
 Insurance (P&C and Medical)                     377,874     45,302                                -                            -            (16,512)      -                     714                     407,378     7.8%
     Of which, P&C Insurance                     285,566     40,557                                -                            -            (16,512)      -                     714                     310,325     8.7%
     Of which, Medical Insurance                 92,308      4,745                                 -                            -            -             -                     -                       97,053      5.1%
 Hospitals                                       344,356     (102,178)                             -                            -            -             -                     1,078                   243,256     -29.4%
 Investment Stage Companies                      566,614     (34,815)                              4,432                        -            (12,258)      -                     1,371                   525,344     -7.3%
 Renewable Energy                                266,627     (19,712)                              4,432                        -            (12,258)      -                     674                     239,763     -10.1%
 Education                                       189,226     (8,670)                               -                            -            -             -                     458                     181,014     -4.3%
 Clinics and Diagnostics                         110,761     (6,433)                               -                            -            -             -                     239                     104,567     -5.6%
 Other Companies                                 284,253     46,601                                3,000                        -            (8,311)       -                     1,734                   327,277     15.1%
 Total Private Portfolio Value                   2,287,098   (91,947)                              7,432                        -            (47,129)      -                     5,975                   2,161,429   -5.5%
 Private Portfolio value change %                            -4.0%                                 0.3%                         0.0%         -2.1%         0.0%                  0.3%                    -5.5%

 Total Portfolio Value (1)                       3,671,945   (25,525)                              7,432                        -            (191,927)     -                     5,975                   3,467,900   -5.6%
 Total Portfolio value change %                              -0.7%                                 0.2%                         0.0%         -5.2%         0.0%                  0.2%                    -5.6%

 Net Debt (2)                                    (296,808)   -                                     (7,432)                      (109,784)    191,927       (16,441)              (30,842)                (269,380)   -9.2%
    of which, Cash and liquid funds              107,910     -                                     (7,432)                      (109,784)    163,078       (16,441)              (35,449)                101,882     -5.6%
   of which, Loans issued                        9,212       -                                     -                            -            -             -                     2,502                   11,714      27.2%
   of which, Accrued dividend income             -           -                                     -                            -            28,849        -                     -                       28,849      NMF
   of which, Gross Debt                          (413,930)   -                                     -                            -            -             -                     2,105                   (411,825)   -0.5%

 Net other assets/ (liabilities) (3)             3,375       -                                     -                            (1,058)      -             (10,493)              4,248                   (3,928)     NMF
   of which, share-based comp.                   -           -                                     -                            -            -             (10,493)              10,493                  -           NMF

 Net Asset Value (1)+(2)+(3)                     3,378,512   (25,525)                              -                            (110,842)    -             (26,934)              (20,619)                3,194,592   -5.4%
 NAV change %                                                -0.8%                                 0.0%                         -3.3%        0.0%          -0.8%                 -0.6%                   -5.4%

 Shares outstanding(49)                          40,736,528  -                                     -                            (3,101,773)  -             -                     666,377                 38,301,132  -6.0%
 Net Asset Value per share, GEL                  82.94       (0.63)                                (0.00)                       3.89         (0.00)        (0.67)                (2.11)                  83.41       0.6%
 NAV per share, GEL change %                                 -0.8%                                 0.0%                         4.7%         0.0%          -0.8%                 -2.5%                   0.6%

 

 

Basis of presentation

This announcement contains unaudited financial results presented in accordance
with UK-adopted international accounting standards ("IFRS"). The financial
results are unaudited and derived from management accounts.

Under IFRS 10, Georgia Capital PLC meets the "investment entity" definition.
For more details about the basis of preparation

please refer to page 94 in Georgia Capital PLC 2023 Annual report.

The presentation of the Income Statement (Adjusted) and some of the
information under the NAV Statement should be considered to be Alternative
Performance Measures (APM).

 

 

GLOSSARY

1.     APM - Alternative Performance Measure.

2.     GCAP refers to the aggregation of stand-alone Georgia Capital PLC
and stand-alone JSC Georgia Capital accounts.

3.     Georgia Capital and "the Group" refer to Georgia Capital PLC and
its portfolio companies as a whole.

4.     NMF - Not meaningful.

5.     NAV - Net Asset Value, represents the net value of an entity and is
calculated as the total value of the entity's assets minus the total value of
its liabilities.

6.     LTM - last twelve months.

7.     EBITDA - Earnings before interest, taxes, non-recurring items, FX
gain/losses and depreciation and amortisation; The Group has presented these
figures in this document because management uses EBITDA as a tool to measure
the Group's operational performance and the profitability of its operations.
The Group considers EBITDA to be an important indicator of its representative
recurring operations.

8.     ROIC - return on invested capital is calculated as EBITDA less
depreciation, divided by the aggregate amount of total equity and borrowed
funds.

9.     Loss ratio equals net insurance claims expense divided by net
earned premiums.

10.  Expense ratio in P&C Insurance equals sum of acquisition costs and
operating expenses divided by net earned premiums.

11.  Combined ratio equals sum of the loss ratio and the expense ratio in the
insurance business.

12.  ROAE - Return on average total equity (ROAE) equals profit for the
period attributable to shareholders divided by monthly average equity
attributable to shareholders of the business for the same period.

13.  Net investment - gross investments less capital returns (dividends and
sell-downs).

14.  EV - enterprise value.

15.  Liquid assets & loans issued include cash, marketable debt
securities and issued short-term loans at GCAP level.

16.  Total return / value creation - total return / value creation of each
portfolio investment is calculated as follows: we aggregate a) change in
beginning and ending fair values, b) gains from realised sales (if any) and c)
dividend income during period. We then adjust the net result to remove capital
injections (if any) to arrive at the total value creation / investment return.

17.  WPP - Wind power plant.

18.  HPP - Hydro power plant.

19.  PPA - Power purchase agreement.

20.  Number of shares outstanding - Number of shares in issue less total
unawarded shares in JSC GCAP's management trust.

21.  Market Value Leverage ("MVL"), also Loan to Value ("LTV") -
Interchangeably used across the document and is calculated by dividing net
debt to the total portfolio value.

22.  NCC - Net Capital Commitment, represents an aggregated view of all
confirmed, agreed and expected capital outflows at both Georgia Capital PLC
and JSC Georgia Capital levels.

23.  NCC Ratio - Equals Net Capital Commitment divided by portfolio value.

 

 

 

 

ABOUT GEORGIA CAPITAL PLC

Georgia Capital PLC (LSE: CGEO LN) is a platform for buying, building and
developing businesses in Georgia (together with its subsidiaries, "Georgia
Capital" or "the Group"). The Group's primary business is to develop or buy
businesses, help them institutionalise their management and grow them into
mature businesses that can further develop largely on their own, either with
continued oversight or independently. Once Georgia Capital has successfully
developed a business, the Group actively manages its portfolio to determine
each company's optimal owner. Georgia Capital will normally seek to monetise
its investment over a 5-10 year period from initial investment.

Georgia Capital currently has the following portfolio businesses: (1) a retail
(pharmacy) business, (2) an insurance business (P&C and medical
insurance), (3) a hospitals business, (4) a renewable energy business (hydro
and wind assets), (5) an education business; and (6) a clinics and diagnostics
business. Georgia Capital also holds other small private businesses across
different industries in Georgia; a 20% equity stake in the water utility
business and a 19.1% equity stake in LSE listed Bank of Georgia Group PLC
("BoG"), a leading universal bank in Georgia and a bank in Armenia.

 

 

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
Capital 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: regional
instability; currency fluctuations and risk, including depreciation of the
Georgian Lari, and macroeconomic risk, regulatory risk across a wide range of
industries; investment risk; liquidity risk; portfolio company strategic and
execution risks and other key factors that could adversely affect our business
and financial performance, which are contained elsewhere in this document and
in our past and future filings and reports and also the 'Principal Risks and
Uncertainties' included in 1H24 Results Announcement and in Georgia Capital
PLC's Annual Report and Accounts 2023. No part of this document constitutes,
or shall be taken to constitute, an invitation or inducement to invest in
Georgia Capital PLC or any other entity and must not be relied upon in any way
in connection with any investment decision. Georgia Capital PLC and other
entities undertake 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.

 

 

 

 

 

COMPANY INFORMATION

 

Georgia Capital PLC

Registered Address

Central Square

29 Wellington Street

Leeds, LS1 4DL

United Kingdom

www.georgiacapital.ge (http://www.georgiacapital.ge)

Registered under number 10852406 in England and Wales

 

Stock Listing

London Stock Exchange PLC's Main Market for listed securities

Ticker: "CGEO.LN"

 

Contact Information

Georgia Capital PLC Investor Relations

Telephone: +44 (0) 203 178 4052; +995 322 000000

E-mail: ir@gcap.ge (mailto:ir@gcap.ge)

 

Auditors

PricewaterhouseCoopers LLP ("PwC")

Atria One, 144 Morrison Street,

Edinburgh EH3 8EX

United Kingdom

 

Registrar

Computershare Investor Services PLC

The Pavilions

Bridgewater Road

Bristol BS13 8AE

United Kingdom

 

Please note that Investor Centre is a free, secure online service run by our
Registrar, Computershare,

giving you convenient access to information on your shareholdings.

Investor Centre Web Address - www.investorcentre.co.uk
(http://www.investorcentre.co.uk) .

Investor Centre Shareholder Helpline - +44 (0) 370 873 5866

 

Share price information

Shareholders can access both the latest and historical prices via the website

www.georgiacapital.ge (http://www.georgiacapital.ge)

 

 1  (#_ftnref1) See "Basis of Presentation" for more background on page 23.
Private portfolio companies' performance includes aggregated stand-alone IFRS
results for our portfolio companies, which can be viewed as APMs for Georgia
Capital, since Georgia Capital does not consolidate its subsidiaries and
instead measures them at fair value under IFRS.

 2  (#_ftnref2) Please see definition in glossary on page 23.

 3  (#_ftnref3) Includes both the buybacks under the share buyback and
cancellation programme and for the management trust.

(( 4  (#_ftnref4) )) Includes regular cash and buyback dividends.

 5  (#_ftnref5) Private portfolio companies' performance highlights are
presented excluding the water utility business. Aggregated numbers are
presented like-for-like basis.

 6  (#_ftnref6) The results of our four smaller businesses included in other
portfolio companies (described on page 20) are not broken out separately.
Performance totals, however, include the other portfolio companies' results
(and are therefore not the sum of large and investment stage portfolio
results).

 7  (#_ftnref7) Georgia Capital is the ultimate owner of a 92.4% equity stake
in its beer and distribution business. The disposal entails the sale of 80% of
a 92.4% ownership stake.

 8  (#_ftnref8) Determined by taking into account the peak number of 47.9
million shares issued as of 31-Dec-20.

 9  (#_ftnref9) Please see definition in glossary on page 23.

 10  (#_ftnref10) Change in the fair value attributable to the change in
actual or expected earnings of the business, as well as the change in net
debt.

 11  (#_ftnref11) Change in the fair value attributable to the change in
valuation multiples and the effect of exchange rate movement on net debt.

 12  (#_ftnref12) Please read more about valuation methodology on page 23 in
"Basis of presentation".

 13  (#_ftnref13) Enterprise value is presented excluding the recently
acquired schools and non-operational assets, added to the equity value of the
education business at cost.

 14  (#_ftnref14) The valuation inputs as at 30-Jun-24 reflect the
retrospective adjustment for GEL 2.9 million gain recorded from the sale of
one of the polyclinics buildings in 3Q23.

 15  (#_ftnref15) Investments are made at JSC Georgia Capital level, the
Georgian holding company.

 16  (#_ftnref16) Dividends are received at JSC Georgia Capital level, the
Georgian holding company.

 17  (#_ftnref17) Please see definition in glossary on page 23.

 18  (#_ftnref18) Change in the fair value attributable to the change in
actual or expected earnings of the business, as well as the change in net
debt.

 19  (#_ftnref19) Change in the fair value attributable to the change in
valuation multiples and the effect of exchange rate movement on net debt.

 20  (#_ftnref20) Excluding the recently launched schools and non-operational
assets, added to the equity value of the education business at cost.

 21  (#_ftnref21) Investments are made and dividends are received at JSC
Georgia Capital level, the Georgian holding company.

 22  (#_ftnref22) Dividends are received at JSC Georgia Capital level, the
Georgian holding company.

 23  (#_ftnref23) Includes expenses such as external audit fees, legal
counsel, corporate secretary and other similar administrative costs.

 24  (#_ftnref24) Cash-based management expenses are cash salary and cash
bonuses paid/accrued for staff and management compensation.

 25  (#_ftnref25) Share-based management expenses are share salary and share
bonus expenses of management and staff.

 26  (#_ftnref26) Fund type expenses include expenses such as audit and
valuation fees, fees for legal advisors, Board compensation and corporate
secretary costs.

 27  (#_ftnref27) Management fee is the sum of cash-based and share-based
operating expenses (excluding fund-type costs).

 28  (#_ftnref28) The detailed IFRS financial statements are included in
supplementary excel file, available at
https://georgiacapital.ge/ir/financial-results
(https://georgiacapital.ge/ir/financial-results) . In 2024, certain
transaction-related expenses, such as POS-terminal charges, courier services,
and other related expenses, have been reclassified from operating expenses to
components of gross profit. The comparative 3Q23 and 9M23 periods have been
adjusted retrospectively.

 29  (#_ftnref29) Of which - cash outflow on capex of GEL 5.2 million in 3Q24
and GEL 17.7 million in 9M24 (GEL 11.0 million in 3Q23 and GEL 20.4 million in
9M23); proceeds from sale of PPE of GEL 1.8 million in 3Q24 and GEL 2.2
million in 9M24 (GEL 14.6 million in 9M23); cash outflow on minority
acquisition of GEL 89.1 million in 9M23.

 30  (#_ftnref30) Calculated by deducting capex and minority acquisition from
operating cash flows and adding proceeds from the sale of PPE/IP.

 

 31  (#_ftnref31) The detailed IFRS financial statements are included in
supplementary excel file, available at
https://georgiacapital.ge/ir/financial-results
(https://georgiacapital.ge/ir/financial-results) .

 32  (#_ftnref32) Calculated based on average equity, adjusted for preferred
shares.

 33  (#_ftnref33) The numbers were adjusted retrospectively to account for the
recent strategic reorganisation in the healthcare businesses that occurred in
December 2023.

 34  (#_ftnref34) The detailed IFRS financial statements are included in
supplementary excel file, available at
https://georgiacapital.ge/ir/financial-results
(https://georgiacapital.ge/ir/financial-results) .

 35  (#_ftnref35) Net revenue - Gross revenue less corrections and rebates.
Margins are calculated from gross revenue.

 36  (#_ftnref36) Of which - capex of GEL 14.8 million and GEL 38.2 in 3Q24
and 9M24, respectively (GEL 16.4 million and GEL 34.4 in 3Q23 and 9M23
respectively); proceeds from the sale of property of GEL 30.1 million in 9M24
(GEL 2.3 million in 9M23).

 37  (#_ftnref37) Operating cash flows less capex, plus net proceeds from the
sale of Batumi Hospital.

 38  (#_ftnref38) The respective costs divided by gross revenues.

 39  (#_ftnref39) Adjusted for the sale of Batumi Hospital, the number of
admissions in Regional and Community Hospitals was 214.1 thousand and 668.1
thousand in 3Q23 and 9M23, respectively (down 5.9% in 3Q24 and 3.7% y-o-y in
9M24).

 40  (#_ftnref40) The detailed IFRS financial statements (in both US$ and GEL)
are included in supplementary excel file, available at
https://georgiacapital.ge/ir/financial-results
(https://georgiacapital.ge/ir/financial-results) .

 41  (#_ftnref41) The detailed IFRS financial statements are included in
supplementary excel file, available at
https://georgiacapital.ge/ir/financial-results
(https://georgiacapital.ge/ir/financial-results) .

 42  (#_ftnref42) The numbers were adjusted retrospectively to account for the
recent strategic reorganisation in the healthcare businesses. The 2023 numbers
reflect the retrospective adjustment for GEL 2.9 million gain recorded from
the sale of one of the polyclinics buildings in 3Q23.

 43  (#_ftnref43) The detailed IFRS financial statements are included in
supplementary excel file, available at
https://georgiacapital.ge/ir/financial-results
(https://georgiacapital.ge/ir/financial-results) .

 44  (#_ftnref44) Net revenue - Gross revenue less corrections and rebates.
Margins are calculated from Gross revenue.

 45  (#_ftnref45) Operating cash flows less capex.

 46  (#_ftnref46) Of which capex of GEL 3.5 million in 3Q24 and GEL 6.3
million in 9M24 (GEL 2.8 million in 3Q23 and GEL 7.9 million in 9M23).

 47  (#_ftnref47) The respective costs divided by gross revenues.

 48  (#_ftnref48) In 2024, two polyclinics located in rural areas of Georgia
were reclassified under the Regional and Community Hospitals. The comparative
2023 data has been adjusted retrospectively.

 49  (#_ftnref49) Please see definition in glossary on page 23.

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