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GEORGIA CAPITAL PLC Earnings Release 2018

Feb 21, 2019

5002_10-k_2019-02-21_f2d58ee3-0b58-4c43-a273-c85cb0f22dc6.html

Earnings Release

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National Storage Mechanism

Georgia Capital PLC
21 February 2019

Georgia Capital PLC 2nd half and full year 2018 preliminary results

Name of authorised official of issuer responsible for making notification:
Nino Rekhviashvili, Head of Investor Relations and Funding
www.georgiacapital.ge

For an user-friendly copy of this announcement, please click on the link below to open a PDF version:
http://www.rns-pdf.londonstockexchange.com/rns/6779Q_1-2019-2-21.pdf

About Georgia Capital PLC

Georgia Capital PLC ("Georgia Capital" or "the Group" - LSE: CGEO LN) is a UK listed holding company of a diversified group of companies focused on investing in businesses in Georgia with holdings in industries that are expected to benefit from the continued strong growth and diversification of the Georgian economy. The Group seeks to create value by driving the development of high growth potential businesses in Georgia, aiming to consolidate fragmented or underdeveloped markets. We either acquire our businesses during their early development stage or establish them on a greenfield basis.

Georgia Capital currently has six private company holdings:
(i) a water utility business, owned through GGU,
(ii) a renewable energy business, owned through GGU;
(iii) a housing development business, owned through m2
(iv) a hospitality and commercial real estate business, owned through m2;
(v) a property and casualty insurance business, owned through Aldagi and
(vi) a beverages business, owned through Georgia Beverages, and two public company holdings (London Stock Exchange premium-listed Georgian companies):
(i) Georgia Healthcare Group PLC ("GHG"), (57% equity stake), a UK incorporated holding company of the largest healthcare services provider in Georgia, which is also the largest pharmaceuticals retailer and wholesaler in the country; and
(ii) Bank of Georgia Group PLC ("BoG"), (19.9% equity stake), a leading universal bank in Georgia.

Georgia Capital aims to deliver total shareholder returns of 10-times over 10-years[1]
10x = 10y

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: currency fluctuations, including depreciation of the Georgian Lari, and macroeconomic risk; regional tensions and instability; regulatory risk across a wide range of industries; investment strategy risk; investment risk and liquidity risk and other key factors that indicated could adversely affect our business and financial performance, which are contained elsewhere in this document and in our past and future filings and reports and also the 'Principal Risks and Uncertainties' included in Georgia Capital PLC's 1H18 results announcement and in BGEO Group PLC's Annual Report and Accounts 2017.

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.

Content

  • 2H18 and FY18 results conference call details
  • Financial highlights
  • Chairman and CEO statement
  • Discussion of results
  • Net Asset Value statement
  • Income statement
  • Capital allocation
  • Discussion of portfolio company results
    • Water utility business
    • Housing development business
    • Property & casualty insurance business
    • Renewable energy business
    • Hospitality & commercial real estate business
    • Beverages business
  • Georgia Healthcare Group
  • Reconciliation of adjusted IFRS measures to IFRS figures
  • Detailed financial information
  • Appendices
  • Company information

Georgia Capital PLC announces the Group's second half 2018 and full year 2018 financial results. Throughout this document, "Georgia Capital" and the "Group" refer to Georgia Capital PLC and its portfolio companies as a whole, while "GCAP" refers to the aggregation of stand-alone Georgia Capital PLC and stand-alone JSC Georgia Capital accounts[2].

This announcement contains financial results presented on two different bases: under International Financial Reporting Standards ("IFRS") as adopted by the European Union and under an adjusted IFRS methodology[3]. The financial results are unaudited and derived from management accounts.

The information in this Announcement in respect of full year 2018 preliminary results, which was approved by the Board of Directors on 20 February 2019, does not constitute the Group's full financial statements. The financial statements for the year ended 31 December 2018 will be included in the Annual Report and Accounts to be published in April 2019 and filed with the Registrar of Companies in due course.

An investor/analyst conference call, organised by the Group, will be held on 21 February 2019, at 15:00 UK / 16:00 CET / 10:00 U.S Eastern Time. The duration of the call will be 60 minutes and will consist of a 15-minute update and a 45-minute Q&A session.

Dial-in numbers:
30-Day replay:
Pass code for replays/Conference ID: 4559448
Pass code for replays / Conference ID: 4559448

International Dial In: +44 (0) 2071 928000
UK Freephone Dial In: 08082380667
UK Freephone Dial In: 08003767922
UK Local Dial In: 08445718951
UK Local Dial In: 08445718892
International Dial In: +44 (0) 3333009785
US: 18669661396
US: 1 (866) 331-1332
Austria: 0800111950
Belgium: 080048740
Canada: 18669926802
Czech Republic: 800700917
Denmark: 80718097
Finland: 0800773496
France: 0805103028
Germany: 08007234866
Greece: 8008481044
Hungary: 0680015520
Ireland: 1800936148
Italy: 800682772
Luxembourg: 80024782
Norway: 80051874
Spain: 800098826
Sweden: 0200125581
Switzerland: 0800740377

FINANCIAL HIGHLIGHTS

Double-digit revenue growth coupled with strong operating cash flow generation

GEORGIA CAPITAL HIGHLIGHTS (MANAGEMENT ACCOUNTS[4])
(GEL'000)

Georgia Capital performance
2H18 2H17 Change 1H18 Change FY18 FY17 Change
GCAP net operating income 26,968 6,961 NMF 21,722 24.2% 48,690 13,603 NMF
Total attributable income of portfolio companies 111,074 39,830 NMF 76,791 44.6% 187,865 93,909 NMF
of which, income from listed businesses 56,795 9,067 NMF 55,774 1.8% 112,569 20,889 NMF
of which, income from private businesses 54,279 30,763 76.4% 21,017 NMF 75,296 73,020 3.1%
Net income 99,349 27,252 NMF 65,058 52.7% 164,407 70,473 NMF

Georgia Capital NAV overview

Dec-18 Dec-17 Change
Total portfolio value 1,883,374 1,850,861 1.8%
Net Asset Value (NAV) 1,688,221 1,840,447 -8.3%
Listed portfolio companies 977,827 933,481 4.8%
Private portfolio companies 905,547 917,380 -1.3%
Liquid assets & loans issued 605,130 264,546 NMF
Net debt (196,915) (7,733) NMF
NAV per share, GEL 47.13 46.73 0.9%
NAV per share, GBP 13.88 13.35 4.0%

PERFORMANCE HIGHLIGHTS (IFRS)
(GEL'000)

Group consolidated
2H18 2H17 Change 1H18 Change FY18 FY17 Change
Revenue 666,699 586,256 13.7% 616,167 8.2% 1,282,866 1,127,170 13.8%
Gross profit 260,543 221,229 17.8% 226,132 15.2% 486,675 431,461 12.8%
Private, late stage, portfolio performance
Revenue, Water Utility 79,295 74,419 6.6% 69,832 13.6% 149,127 135,000 10.5%
EBITDA[5], Water Utility 46,127 41,474 11.2% 37,232 23.9% 83,359 72,573 14.9%
Gross real estate profit, Housing Development 7,341 6,114 20.1% 7,594 -3.3% 14,935 8,313 79.7%
EBITDA, Housing Development 3,714 1,207 NMF 5,163 -28.1% 8,877 21,970 -59.6%
Earned premiums, net, P&C 36,039 33,284 8.3% 31,451 14.6% 67,490 62,770 7.5%
Adjusted net income, P&C[6] 9,429 8,710 8.3% 8,305 13.5% 17,734 16,300 8.8%
Private, early stage, portfolio performance
EBITDA, Renewable Energy (367) (729) 49.7% (403) 8.9% (770) (1,733) 55.6%
NOI, Hospitality & Commercial Real Estate 29,690 2,036 NMF 1,851 NMF 31,541 3,369 NMF
EBITDA, Beverages (354) 1,763 NMF (6,087) 94.2% (6,441) 856 NMF
Listed portfolio performance
EBITDA, GHG 69,643 56,994 22.2% 62,631 11.2% 132,274 108,148 22.3%
Adjusted net income, BoG6 236,248 201,060 17.5% 222,022 6.4% 458,270 373,822 22.6%

KEY POINTS

  • Fair value NAV at GEL 1.7 billion vs book value NAV of GEL 1.5 billion, an uplift of 14%[7]
  • Total portfolio value up 1.8% to GEL 1.9 billion and NAV per share up 0.9% to GEL 47.1 on the back of the contribution of the Bank of Georgia shares as part of the demerger (GEL 457 million addition)
  • Absent the Bank of Georgia addition, NAV was down as emerging and frontier markets experienced valuation pressure
  • GEL 188 million attributable income from portfolio companies for FY18
  • GCAP stand-alone cash inflow of GEL 100 million in 2018 driven by GEL 72 million dividends received
  • GEL 605 million dry powder available for deployment subject to 360⁰# opportunity analysis

§ GEL 25.8 million value created in Hospitality & Commercial from hotel revaluation
§ Housing Development paid first-ever dividends of GEL 10 million
§ BoG declared an annual dividend for 2018 of GEL 2.55 per share subject to AGM approval, representing a 30% payout ratio and a 4.5% increase over 2017 dividend per share

RETURN ON INVESTMENTS AT A GLANCE

We use the Management Account figures to calculate different returns on our portfolio companies. Internal Rate of Return (IRR) and Return on Investment (ROI) are metrics that help us evaluate the historical track record[8] of each listed and private portfolio company, respectively.[9] IRR for listed portfolio companies is calculated based on a) historical contributions to the listed portfolio company, b) dividends received and c) market value of the portfolio company at 31 December 2018. ROI for private portfolio companies is an annual return on net investment (gross investments less capital returns) calculated at each investment level. Inputs into the ROI calculation are as follows: (i) the numerator is an annual attributable income of the private portfolio company less allocated GCAP interest expense, and (ii) the denominator, is the net investment less allocated gross debt of GCAP.

Listed Portfolio Companies Internal Rate of Return

Holding period (years) 31 December 2018
Listed portfolio companies 39.8% 6.1
GHG 41.9%
BoG 25.8% 10.1

Listed and Private Portfolio Companies Return on Investment

Holding period (years) 2018
Listed portfolio companies 215.1% 6.1
GHG 38.5%
BoG[10] 1341.8% 10.1
Private portfolio companies, late stage 84.5% 2.8
Water Utility 52.7%
Housing Development 96.6% 7.7
P&C Insurance[11] 389.4% 9.1
Private portfolio companies, early stage -1.8% 1.6
Renewable Energy -12.6%
Hospitality & Commercial Real Estate 64.5% 2.1
Beverages -57.4% 2.2
Total ROI 37.9%

CHAIRMAN AND CEO'S STATEMENT

2018 was the first year for Georgia Capital as an independent premium listed company on the London Stock Exchange, following the completion of our demerger from BGEO Group PLC on 29 May 2018. During 2018 we remained focused on developing and instutionalising our diverse set of businesses in Georgia, while also building on our 3C foundations by improving access to capital, focusing on cash generation and developing C level talent. As discussed in our last trading update, we are now introducing management estimated fair values of our private portfolio businesses. These fair values, which form an integral part of our FY18 management NAV statement, have been estimated based on the valuation multiples of carefully selected listed peer companies in comparable frontier and emerging market countries.

Portfolio Valuation and Performance

Following the introduction of these fair values for our private portfolio companies, our portfolio value reached GEL 2 billion at 31 December 2018, a 1.8% y-o-y increase. NAV per share increased by 0.9% to GEL 47.1, while NAV stood at GEL 1.7 billion, down 8.3% y-o-y. Given negative stock market conditions during 4Q18, valuations of our listed and unlisted companies were unfavourably affected; however, the underlying business performances were outstanding with double-digit revenue growth and strong operating cash flow generation supporting increased earnings. This leads us to be confident that the intrinsic values of our portfolio companies have increased at a much higher level than their underlying valuations at 31 December 2018.

Turning to the management income statement, I am pleased to see the Group delivered GEL 164 million net income in 2018 reflecting strong performances across our portfolio companies. GCAP net operating income was GEL 49 million, driven by dividend receipts from portfolio companies and interest income from liquid funds and issued loans, part of which was offset by operating expenses. During our first incomplete year of operations, we collected GEL 100 million cash at the stand-alone GCAP level, of which GEL 72 million were dividends from portfolio companies and GEL 28 million were interest receipts. Our portfolio companies continued to deliver strong results as attributable income from the listed portfolio companies increased to GEL 113 million, while attributable income from the private portfolio companies increased to GEL 75 million. At the same time, consolidated revenues of portfolio companies increased by 13.8% to GEL 1.3 billion in 2018.

Let me touch on the performance of each portfolio company in more detail:

  • Georgia Healthcare Group successfully completed its substantial three-year business investment programme during 2018. This resulted in a record full-year EBITDA of GEL 132 million, an increase of 22.3% y-o-y. At the same time, revenues increased by 14% and management increased positive operating cash flow generation by 71% y-o-y. We are delighted with GHG's progress; their focus on generating significant free cash flow over the next few years; and their intention to gradually reduce business leverage and further improve returns on invested capital in the coming years.

  • Bank of Georgia's 2018 adjusted net income and adjusted ROAE were record-high at GEL 458 million and 26.1%, respectively, in 2018. We like BOG's focus on profitability, while also maintaining strong liquidity, high NPL coverage and improving cost to income ratios. We are also pleased with the Bank's improved capital adequacy ratios and increased dividend per share. In addition, we expect that BOG's strong franchise will allow its new CEO to successfully take advantage of significant growth opportunities in Georgia.

  • The water utility business, our largest private portfolio business, delivered GEL 83 million EBITDA, up 14.9% y-o-y, in 2018. The double-digit increase was driven by higher revenues from water sales and continued efficiency improvements, which were offset by lower than expected revenues from electricity sales. Record-low water intakes at Zhinvali reservoir resulted in lower electricity generation, which in turn led to a GEL 6 million revenue shortfall against management's expectations. The business management team continues to be well positioned to successfully deliver on their strategy to complete the existing capex programme and extract further efficiencies.

  • The housing development business continued its successful project execution and apartment sales reached 87% of on-going projects. Gross real estate profit was up 79.7% to GEL 14.9 million, excluding revaluation gains. Strong sales allowed the business to make its first-ever GEL 10 million dividend payment. The business has also recently received an approval from Tbilisi City Hall to develop its largest ever in-house affordable housing project in Digomi, Tbilisi, which will add around 168,000 sq.m. residential area to Housing Development's portfolio. The project will be developed in three stages, where phase I has already added 22,000 sq.m. to the company's inventory in 1Q19, a threefold increase over the 31 December 2018 level. Pre-sales started at the beginning of February 2019 and, to date 6,614 sq.m. has either been sold or reserved, at an average price of US$ 1,025 per sq.m..

  • The property & casualty insurance business' net underwriting profit increased by 12.8% to GEL 32.2 million in 2018, supported by the introduction of compulsory border third-party liability insurance and implementation of efficient risk management practices. Recurring adjusted ROAE stood at 34.4%, which allowed the business to increase dividend payments by 43% y-o-y to GEL 10 million.

  • Within our early stage private businesses, the renewable energy business continued the construction of Mestiachala HPPs, which remains within its original budget and is on track to be commissioned in 1H19. We estimate approximately GEL 12-15 million EBITDA from Mestiachala HPPs in 2019. The business is also on track to launch the development of c. 100 MWs of wind power plants and c. 46 MWs of HPPs in 2019.

  • The hospitality & commercial real estate business is also delivering on its strategy and has targeted 1,000 operational rooms by the end of 2021. The business continued strong project execution and created GEL 27.6 million additional value in 4Q18, of which GEL 25.8 million was from revaluation of hotels and GEL 1.8 million from revaluation of commercial properties. The business also secured US$ 30 million funding for the development of pipeline hotels by tapping the local debt capital market in December 2018.

  • Finally, the beverages business underwent significant transformation in 2018 whilst achieving 36.8% y-o-y revenue growth. On one hand, the wine business significantly expanded its vineyard base by acquiring 350 hectares through the acquisition of the Kindzmarauli business and developed additional export markets, which resulted in a 31.8% increase in EBITDA to GEL 7.2 million. On the other hand, the beer business was adversely affected by delays in launching Heineken beer brands which contributed to an EBITDA loss of GEL 13.8 million. However, our state-of-the-art brewery successfully passed the latest on-site operational audit from Heineken in January 2019 and we remain on track for the commercial launch of Amstel in April, followed by the Heineken launch by the end of 1H19.

Capital allocation

During 2018 we allocated GEL 85 million of capital across our portfolio companies in order to make progress towards established business goals. We allocated GEL 5 million to our renewable energy business and GEL 32.9 million to the hospitality business for development of pipeline projects, while GEL 40.6 million went to Beverages for bolt-on acquisitions to increase its scale. We also added the Education business to our pipeline by investing GEL 6 million in land for high school development, where we expect to build a portfolio of affordable high schools to capitalise on our scale advantage in what is currently a very fragmented, private high school education market.We target investing GEL 140 million equity capital in Education and aim to reach 30,000 pupils by the end of 2025. Our capital allocation decisions are aimed at maximising real economic benefits. Given that market price significantly undervalued the Group's economic value during 2018, we invested in the Georgia Capital portfolio through share buybacks. Since the launch of the buyback programme on 14 June 2018, we have bought back 1,251,829 shares and utilised US$ 17.9 million of our US$ 45 million buyback programme. We manage our capital needs such that we do not depend on potentially premature liquidation of our listed portfolio companies. Our ability to capitalise on the benefits of better capital allocation constitutes a pathway towards improving returns and therefore we constantly look for favourable investment opportunities in Georgia, preferably within capital light service industries. The proceeds from the placement of our inaugural international US$ 300 million 6.125% corporate bonds due 2024 allow us to remain well-funded for our expected capital allocation outlook through 2022 and potential acquisitions at attractive valuations. Based on our capital allocation outlook through the end of 2022, as described on page 19, we currently plan to invest approximately GEL 413 million and expect to receive dividends of GEL 400 million, leading to net capital outflows of GEL 13 million. This investment need will be comfortably funded through the existing liquidity of Georgia Capital, which stood at GEL 605 million at 31 December 2018.

Macroeconomic environment

The Georgian economy continues to perform strongly as real GDP growth was an estimated 4.8% in 2018 on the back of strong external demand driven by double-digit growth in exports, remittances and tourism revenues. Inflation was well-contained at 2.6% in 2018, close to the targeted 3% level, while the Georgian Lari remained resilient to regional turbulence in Turkey and Russia and showed only 3.3% depreciation against the US Dollar in 2018. The current account deficit continued to shrink in 2018 and for the first time in Georgia's history, we had a current account surplus in 3Q18. The fiscal deficit is also expected to decrease to 2.3% of GDP in 2018 from 2.9% in 2017. As upward risks to inflation neutralised, the National Bank of Georgia started a gradual exit from its moderately tightened monetary policy and decreased its refinancing rate by 25 basis points in July 2018 and then again in January 2019 to 6.75%. The National Bank of Georgia also signaled that the refinancing rate will likely return to its neutral level of 5.5% to 6% over the next two years. We expect this trend to lead to lower local currency cost of funding and higher economic activity for our portfolio companies in the medium-term.

Outlook

Economic activity in Georgia continues to grow and our outlook remains positive for 2019. Asset prices have improved since the end of 2018, thereby increasing the value of our listed portfolio companies and NAV per share to GEL 1.1 billion and GEL 51.5 per share (an equivalent of GBP 15.0), respectively, as of the close of business on 20 February 2019. We expect continued strong cash flow generation across our late stage businesses, while within the early state portfolio we are on track to commission our first hydro power plant, open two new hotels in the Gudauri and Svaneti regions, fully launch our brewery and open all periodic vehicle inspection centres. We remain well positioned to take advantage of attractive opportunities with clear discipline, and to create sustainable long-term value for our shareholders.

Irakli Gilauri, Chairman and CEO
20 February 2019

DISCUSSION OF RESULTS

Management Accounts

Management monitors the Group's performance on a regular basis based on developments in a management account income statement and statement of Net Asset Value (NAV) prepared under the adjusted IFRS methodologies described in the relevant section below. The management accounts are an alternative performance measure ("APM"); they have not been audited or reviewed. A reconciliation of our management accounts to the IFRS statements is provided on pages 36-38.

Net Asset Value (NAV) Statement

Our Management Accounts include a Net Asset Value (NAV) statement which breaks down NAV into its components and follows the changes therein, providing management with a snapshot of the Group's financial position at any given time. NAV statement provides a value of Georgia Capital that management uses as a tool for measuring its investment performance. Georgia Capital management closely monitors NAV in connection with capital allocation decisions. The following methodology underlies the presentation of the NAV for period end dates:

  • NAV is calculated at stand-alone GCAP level, which represents the aggregation of the stand-alone assets and liabilities of Georgia Capital PLC and JSC Georgia Capital
  • Holdings in listed and private portfolio companies are valued for the purposes of NAV according to the following methodology:
    • Listed portfolio companies are carried at the period-end market values based on closing share prices on respective reputable stock exchanges
    • Private businesses are carried at fair value based on a valuation technique believed to be most appropriate to that investment as described below

§ NAV per share represents total NAV divided by the number of outstanding shares at the end of the period under IFRS, i.e. issued shares less treasury shares. Treasury shares for these purposes are the sum of shares repurchased under our $45 million buyback programme and shares held by the management trust (unawarded and/or unvested).

In addition to the investment return calculations, described above in this document, we also measure total return of each portfolio investment in numeric terms as follows: we aggregate a) change in beginning and ending fair values, b) gains from realized 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 investment return.

Private portfolio valuation overview

Prior to 31 December 2018, management NAV reflected private businesses at their IFRS book values, however, starting from FY18 results announcement we are disclosing NAV based on management's estimated fair values for the private businesses. While the estimated fair values do not necessarily reflect management's view of their intrinsic values, we believe they provide valuable insights based on how the stock markets value similar businesses. We estimate the fair values of our different private businesses as follows:

  • For businesses, where values are typically derived based on valuation multiples in public stock markets, we use different measures depending on the type of business and circumstances. In each case we apply multiples for relevant peers.
  • For businesses in non-financial industries, estimated fair values are generally based on Enterprise Value (EV)/EBITDA multiples (in exceptional cases, where EBITDA is negative and if deemed reasonable, an EV/Sales multiple is applied).

    • For businesses in the financial sector, estimated fair values are based on price to earnings (P/E) multiples.
      The Group identifies peer group for each private portfolio company by taking into account similarities in aspects such as industry, business model, company size, economic and regulatory factors, growth prospects and risk profiles. Peers are selected from frontier and emerging market economies. When estimating the applicable multiple, certain peers can be more heavily weighted when their characteristics are closer to those of the portfolio company being valued than others. We generally focus on recurring last twelve months (LTM) earnings when evaluating the performance of our companies. From the estimated EV, period end net debt is deducted, and the remaining equity value is apportioned to Georgia Capital based on its ownership stake in the company. We use discounted cash flow (DCF) analysis to validate fair values derived by applying listed peer group multiples (in case of Water Utility, EV/EBITDA less maintenance capex multiple is also used for validation).
  • For businesses where values are derived primarily from the underlying value of the assets, and such assets are carried at fair value (usually determined by independent international valuation companies) on their books and records, we consider the book value of the equity investment to be its fair value at the reporting date.

  • For greenfield businesses, where the business operations have not been fully launched, we also believe that book value is an appropriate estimate of fair value.

  • Finally, acquisitions within the previous 12 months are valued at the original investment amount adjusted for earnings or losses recorded following the acquisition.

The table below summarizes fair valuation of our holdings in private portfolio companies excluding pipeline as at 31 December 2018:

Business Valuation method Fair value, GEL thousands Multiple applied
Late stage portfolio 628,326
Water Utility EV/EBITDA (Based on LTM EBITDA) 431,017 8.8
Housing Development NAV at reporting date 66,785 N/A
P&C Insurance P/E (Based on LTM Net income) 130,524 7.4
Early stage portfolio 271,288
Renewable Energy At book value until power plant is operational. EV/ EBITDA (LTM) following the launch 61,182 N/A
Hospitality & Commercial Real Estate NAV at reporting date 149,079 N/A
Beverages - wine EV/EBITDA (Based on LTM EBITDA) 56,771 9.1
Beverages - beer EV/Sales (Based on LTM sales) due to negative EBITDA 4,256 2.2

NAV STATEMENT

All businesses are supported by strong operating fundamentals, but equity market valuations remain under pressure from stock market conditions in emerging and frontier economies.# NAV Statement

Ownership Management Fair Value Change Change Total return Total return % GEL thousands unless otherwise noted % 31-Dec-18 31-Dec-17 amount %

31-Dec-18 31-Dec-17 Change amount Change % Total return Total return %
Listed portfolio companies 977,827 933,481 44,346 4.8% (637,781) -38.9%
GHG (75,118,503 shares) 57.0% 520,332 933,481 (413,149) -44.3% (413,148)
BoG (9,784,716 shares) 19.9% 457,495 - 457,495 NMF (224,632)
Private portfolio companies 905,547 917,380 (11,833) -1.3% (47,474) -5.2%
Late Stage 628,326 715,270 (86,944) -12.2% (40,792) -5.7%
Water Utility 100.0% 431,017 498,181 (67,164) -13.5% (38,324)
Housing Development 100.0% 66,785 75,609 (8,824) -11.7% (1,512)
P&C Insurance 100.0% 130,524 141,480 (10,956) -7.7% (956)
Early Stage 271,288 202,110 69,178 34.2% (6,682) -3.3%
Renewable Energy 65.0% 61,182 51,511 9,671 18.8% 4,700
Hospitality & Commercial 100.0% 149,079 78,142 70,937 90.8% 40,515
Beverages 80.0% 61,027 72,457 (11,430) -15.8% (51,897)
Pipeline (at cost) 5,933 - 5,933 NMF (432) NMF
Education 100.0% 7,071 - 7,071 NMF
Other 100.0% (1,138) - (1,138) NMF
Total Portfolio Value 1,883,374 1,850,861 32,513 1.8% (685,688) -26.8%
Net Debt (196,915) (7,733) (189,182) NMF
of which, Cash and Liquid Funds 299,650 264,546 35,104 13.3%
of which, Loans Issued 305,480 - 305,480 NMF
of which, Gross Debt (802,045) (272,279) (529,766) NMF
Net Other Assets/ (Liabilities) 1,762 (2,681) 4,443 NMF
Net Asset Value 1,688,221 1,840,447 (152,226) -8.3%
Shares outstanding 35,816,947 39,384,712 (3,567,765) -9.1%
Net Asset Value per share (GEL) 47.13 46.73 0.40 0.9%
Net Asset Value per share (GBP) 13.88 13.35 0.53 4.0%

NAV per share in GEL terms was up 0.9%, while total NAV decreased by 8.3% to GEL 1.7 billion at 31 December 2018 as a result of the following movements:

I. Listed portfolio companies - The value of holdings in listed portfolio companies increased with the contribution of 19.9% BoG equity stake, valued at GEL 457 million at 31 December 2018, into the Group's equity as part of the demerger from BGEO Group. At the same time, the market value of our 57% equity stake in GHG decreased by 44.3% y-o-y as a result of the weak market conditions. Despite delivering a very strong operating performance in 2018 (y-o-y full year EBITDA up by 22.3%), GHG's share price retreated from GBP 3.55 at 31 December 2017 to GBP 2.04 at 31 December 2018 resulting in a GEL 413 million reduction in the market value of the Group's holding. We did not sell any GHG shares during 2018 as we believe that the stock price was highly undervalued. Following the demerger completion, the BoG share price closed at GBP 18.64 on 29 May 2018, its first trading day. The share price retreated in 2H18 and closed at GBP 13.77 on 31 December 2018 even though the bank delivered a strong 26%+ ROAE. As a result, the market value of 19.9% equity stake in BOG decreased by GEL 249 million during 2018. In July 2018, Georgia Capital received GEL 23.9 million dividend payment from BoG and as a result, net market value change after dividends amounted to negative GEL 225 million in 2018.

II. Private portfolio companies - The private portfolio companies continued to perform strongly in 2018, however, valuations were unfavourably affected by negative trends in emerging and frontier markets. Late stage businesses delivered negative 5.7% investment return, despite of the record-high GEL 49 million dividend inflows to GCAP on the back of their strong trading performances. The early stage portfolio companies continued development to the next levels of their greenfield lifecycles, delivering negative 3.3% return mainly as a result of the underperformance of the beer business, which incurred a GEL 14 million EBITDA loss in 2018 and resulted in GEL 48.4 million mark down in its fair value in 2018. The hospitality and commercial real estate business demonstrated outstanding performance by earning 51.8% investment return driven by GEL 27.6 million revaluation gains from hotels and commercial properties.

The table below summarizes total returns across our listed and private portfolio companies:

Business 31-Dec-17 Fair value Fair value change 31-Dec-18 Fair value Capital allocations Inter-business capital reallocation¹² Dividend inflows Total return Comment on Fair value
Listed portfolio companies 1,639,483 (661,656) 977,827 - - 23,875 (637,781)
GHG 933,481 (413,149) 520,332 - - - (413,149)
BoG¹² 706,002 (248,507) 457,495 - - 23,875 (224,632)
Private portfolio companies 917,380 (17,766) 899,614 (78,338) - 48,629 (47,475)
Late stage 715,270 (86,944) 628,326 - (2,477) 48,629 (40,792)
Water Utility 498,181 (67,164) 431,017 - - 28,840 (38,324) Note a
Housing Development¹³ 75,609 (8,824) 66,785 - (2,477) 9,789 (1,512) Note b
P&C Insurance 141,480 (10,956) 130,524 - - 10,000 (956) Note c
Early stage 202,110 69,178 271,288 (78,338) 2,477 - (6,683)
Renewable Energy 51,511 9,671 61,182 (4,971) - - 4,700 Note d
Hospitality & Commercial¹³ 78,142 70,937 149,079 (32,899) 2,477 - 40,515 Note e
Beverages 72,457 (11,430) 61,027 (40,468) - - (51,898) Note f
of which, wine 34,520 22,251 56,771 (25,754) - - (3,503)
of which, beer 37,937 (33,681) 4,256 (14,714) - - (48,395)
Pipeline - 5,933 5,933 (6,365) - - (432)
Total 2,556,863 (673,489) 1,883,374 (84,703) - 72,504 (685,688)

a) The 15% increase in Water Utility's EBITDA created approximately GEL 102 million value, however, this was more than offset by multiple contraction from 9.4 to 8.8 (GEL 48 million decrease) and net debt widening of GEL 121 million. As a result, fair value decreased by GEL 67 million in 2018.
b) Housing Development's fair value was down by GEL 8.8 million mainly on the back of net capital distribution of GEL 7.3 million. FY18 net profit was at break-even level, amounting to GEL 0.4 million, due to slow down in sales momentum driven by low levels of inventory.
c) For P&C Insurance the 8.8% increase in net income adjusted for demerger related non-recurring items created a GEL 12 million value, however it was offset by multiple contraction from 8.7 to 7.4 (GEL 23 million decrease), leading to an overall fair value decrease by GEL 11 million.
d) The GEL 9.7 million increase in the fair value for Renewable Energy was mainly driven by GEL 5 million capital allocation from Georgia Capital and by positive impact from exchange rate movements, as the company assets are denominated in US Dollars.
e) Fair value of Hospitality & Commercial increased by GEL 70.9 million on the back of GEL 27.6 million revaluation gains recorded on hotels and commercial properties and GEL 32.9 million capital allocation from Georgia Capital in 2018.
f) Fair value decrease of GEL 11.4 million of Beverages was largely driven by beer business underperformance, where GEL 14 million EBITDA loss in 2018 triggered a mark down of the beverage business value by GEL 48.4 million. The decrease in value was partially offset by the wine business, where the GEL 25.8 million increase in fair value was related to the capital allocations from Georgia Capital for the acquisition of Kindzmarauli.

III. Net debt - The GEL 189.2 million increase in net debt resulted from:

a. Increase of GEL 529.8 million in Gross Debt (debt securities issued and borrowings). Georgia Capital issued US$ 300 million 6.125% six-year Eurobonds due 2024 in March 2018 and raised US$ 291 million (GEL 716 million) net proceeds, of which GEL 270 million was used to repay borrowing from the Group's previous parent company, BGEO Group. The outstanding balance of debt securities issued at 31 December 2018 was GEL 802 million.

b. Loans issued in the amount of GEL 305 million during 2018, primarily relate to three facilities:
(i) a GEL 104.6 million (US$ 39.1 million) loan to the hospitality & commercial real estate business for on-going development, construction and growth of the hotel pipeline
(ii) a GEL 46.1 million (US$ 17.2 million) to the housing development business to refinance some of the existing borrowings and
(iii) a GEL 133.8 million (US$ 50 million) loan issued to the BoG holding company as part of the demerger, maturing in March 2020.
The loans are issued at market terms and interest income from loans issued amounted to GEL 24.6 million in 2018, significantly up from GEL 0.2 million in 2017.

c. The increase of GEL 35 million in cash and liquid funds, amounting to GEL 299.7 million at 31 December 2018, is primarily driven by the proceeds from the milestone US$ 300 million 6-year bond issuance. In line with its risk management practices, the Group actively monitors the allocation of its liquid resources and its commitment to maintain at least US$ 50 million liquid funds. At 31 December 2018, cash and liquid funds were allocated as follows:

31 December 2018 31 December 2017 Change
Cash at bank 142,284 219,400 -35.1%
Internationally listed debt securities 129,295 24,136 NMF
Locally listed debt securities 28,071 21,010 33.6%
Total Cash and liquid funds 299,650 264,546 13.3%

Internationally listed debt securities include Eurobonds issued by Georgian corporates (GEL 102 million) and sovereign Georgian Eurobonds (GEL 27 million). Locally listed debt securities are local bonds issued by Georgian corporates, which are listed and traded on the Georgian Stock Exchange. Interest income from cash and liquid funds amounted to GEL 15.0 million in 2018, up from GEL 1.2 million in 2017.

d. During 2018 Georgia Capital deployed cash for share buybacks of GEL 87.4 million, of which management trust purchases were GEL 42.6 million and GEL 44.8 million was bought back as part of the US$45 million share buyback programme.

Income Statement (Management accounts)

Management views Georgia Capital's income statement as a two-fold document that reflects performance of the stand-alone GCAP as well as the performance of each portfolio company. The management P&L is an aggregation of the bottom lines of the attributable stand-alone IFRS P&Ls of listed and private portfolio companies together with GCAP's stand-alone P&L.For details on the methodology underling the preparation of management account income statement, please refer to page 52.

INCOME STATEMENT (Management accounts)

GEL thousands unless otherwise noted

2H18 2H17 Change y-o-y 1H18 Change h-o-h FY18 FY17 Change y-o-y
Dividend income 41,164 17,500 NMF 31,340 31.3% 72,504 35,000 NMF
Interest income 24,845 1,109 NMF 14,741 68.5% 39,586 1,380 NMF
Interest expense (25,632) (7,056) NMF (19,079) 34.3% (44,711) (16,266) NMF
GCAP gross operating income 40,377 11,553 NMF 27,002 49.5% 67,379 20,114 NMF
Operating expenses (13,409) (4,592) NMF (5,280) NMF (18,689) (6,511) NMF
GCAP net operating income (1) 26,968 6,961 NMF 21,722 24.2% 48,690 13,603 NMF
Attributable income of listed portfolio companies 56,795 9,067 NMF 55,774 1.8% 112,569 20,889 NMF
of which, GHG PLC 9,782 9,067 7.9% 11,591 -15.6% 21,373 20,889 2.3%
of which, BoG PLC[14] 47,013 - NMF 44,183 6.4% 91,196 - NMF
Attributable income of private portfolio companies 54,279 30,763 76.4% 21,017 NMF 75,296 73,020 3.1%
Late stage 36,719 32,389 13.4% 31,442 16.8% 68,161 77,387 -11.9%
of which, Water Utility 25,742 23,391 10.1% 17,893 43.9% 43,635 39,156 11.4%
of which, Housing Development 2,031 1,067 90.3% 4,898 -58.5% 6,929 22,140 -68.7%
of which, P&C Insurance 8,946 7,931 12.8% 8,651 3.4% 17,597 16,091 9.4%
Early stage 18,998 (1,626) NMF (10,425) NMF 8,573 (4,367) NMF
of which, Renewable Energy (314) 847 NMF (331) -5.1% (645) (838) -23.0%
of which, Hospitality and Commercial 28,021 1,765 NMF 787 NMF 28,808 3,090 NMF
of which, Beverages (8,709) (4,238) NMF (10,881) -20.0% (19,590) (6,619) NMF
Pipeline (1,438) - NMF - NMF (1,438) - NMF
Total portfolio company attributable income (2) 111,074 39,830 NMF 76,791 44.6% 187,865 93,909 NMF
Income before tax, provision and adjustment (1)+(2) 138,042 46,791 NMF 98,513 40.1% 236,555 107,512 NMF
Adjustment for dividend income accrual (41,164) (17,500) NMF (31,340) 31.3% (72,504) (35,000) NMF
Provision 2,471 (2,039) NMF (2,115) NMF 356 (2,039) NMF
Income tax - - NMF - NMF - - NMF
Net Income 99,349 27,252 NMF 65,058 52.7% 164,407 70,473 NMF
Net foreign currency (loss) gain (32,588) 1,879 NMF 1,652 NMF (30,936) 1,362 NMF
Non-recurring expense (5,950) (1,525) NMF (49,970) -88.1% (55,920) (3,745) NMF
Realized gain from sale of portfolio company shares - - NMF - NMF - 90,275 NMF
Total comprehensive income 60,811 27,606 NMF 16,740 NMF 77,551 158,365 -51.0%

Georgia Capital generated Gross operating income of GEL 40.4 million in 2H18 (up 49.5% h-o-h and up by GEL 28.8 million y-o-y) and GEL 67.4 million in 2018 (up by GEL 47.3 million). Gross operating income was up both y-o-y and h-o-h on the back of strong dividend inflows. The housing development business paid the first-ever dividend of GEL 9.8 million to GCAP. The y-o-y increase in gross operating income in 2H18 and in 2018 also reflects the addition of the 19.9% BoG equity stake to the listed portfolio companies, which paid GEL 23.9 million dividend in July 2018. Excluding the positive impact of dividends received from BoG, 2018 dividend income was up by 38.9% y-o-y. Dividend income is accrued based on paid, declared or expected dividend stream from portfolio companies during the calendar year.

The following table summarises the dividend income breakdown:

2H18 2H17 Change 1H18 Change FY18 FY17 Change
Water Utility 14,440 14,000 3.1% 14,400 0.3% 28,840 28,000 3.0%
BoG 11,935 - NMF 11,940 NMF 23,875 - NMF
P&C Insurance 5,000 3,500 42.9% 5,000 NMF 10,000 7,000 42.9%
Housing Development 9,789 - NMF - NMF 9,789 - NMF
Total dividend income 41,164 17,500 NMF 31,340 31.3% 72,504 35,000 NMF

The significant increase in both Interest income and Interest expense in 2H18 and 2018 was driven by the issuance of the inaugural US$ 300 million bonds and investment of related proceeds into investment securities and loans issued. Georgia Capital earned an average yield of 7.7% on the liquid assets and issued loans, of which 9.8% was earned on the loans issued and 5.1% on the liquid funds. The coupon on the $300 million bond is 6.125%.

The components of GCAP's Operating expenses for both 2H18 and in 2018, are presented in the table below:

2H18 2H17 Change 1H18 Change FY18 FY17 Change
Administrative expenses[15] (4,854) (861) NMF (862) NMF (5,717) (1,056) NMF
Management expenses - cash-based[16] (3,555) (35) NMF (1,777) NMF (5,331) (76) NMF
Management expenses - share-based[17] (5,000) (3,696) 35.3% (2,641) 89.3% (7,641) (5,379) 42.1%
Total operating expenses (13,409) (4,592) NMF (5,280) NMF (18,689) (6,511) NMF

Following the demerger from the BGEO Group, administrative and management expenses are now fully borne by the Group, while prior to the demerger (before 29 May 2018) only a portion of the expenses were allocated to the Group. As a result, operating expenses are not directly comparable h-o-h and y-o-y. GCAP operating expenses have a targeted cap of 2% of Georgia Capital's market capitalisation. 2018 operating expenses were only 1.4% of market capitalisation at 31 December 2018 given the start-up year effect.

Total portfolio company attributable income increased from GEL 39.8 million in 2H17 to 76.8 million in 1H18 and to GEL 111.1 million in 2H18, while it doubled y-o-y from GEL 93.9 million to GEL 187.9 million in 2018. However, 2017 and 2018 are not directly comparable since BoG's attributable income is not reflected in 2017, while it added GEL 47.0 million in 2H18 and GEL 91.2 million in 2018. Excluding BoG attributable profit, portfolio company attributable income was up 60.8% y-o-y in 2H18. The 60.8% (GEL 24 million) y-o-y increase in 2H18 in total portfolio company attributable income excluding BoG was mainly driven by GEL 27.6 million revaluation gains from the hospitality & commercial real estate business, which were partly offset by different developments in the other private portfolio businesses discussed below. In addition, 1H17 was positively affected by a similar revaluation gain, and as a result, total portfolio company attributable income excluding BoG was up only 2.9% y-o-y in 2018.

GHG's attributable income was up 7.9% y-o-y in 2H18 and up 2.3% y-o-y in 2018. The 2.3% y-o-y growth in 2018 reflects the impact of the sell down of a 7% equity stake by Georgia Capital in May 2017, which reduced the portion of attributable net income on y-o-y basis. Had we not reduced our stake in GHG, related attributable income would have increased by 8.3%. GHG's attributable income decreased by 15.6% h-o-h in 2H18 due to net foreign currency losses, while GHG continued to deliver on its strategic priorities leading to 22.2% y-o-y and 11.2% h-o-h growth in EBITDA to GEL 69.6 million during the second half of 2018. GHG achieved a record full year EBITDA of GEL 132.3 million (up 22.3% y-o-y), as GHG has started to capture benefits from major investments in 2016 and 2017. GHG's strong performance also resulted in 13.9% adjusted ROIC for roll-outs in 2018 (up 110bps y-o-y). The performance of GHG, in which we continue to hold a 57% stake, is discussed in more details on pages 34 to 35.

Attributable income of BoG was GEL 47.0 million during the second half of 2018 and GEL 91.2 million on a full-year basis driven by its strong performance across corporate and retail businesses as business momentum continues to accelerate in Georgia, while cost of risk remained well-contained at 1.6% in 2018 down from 2.2% in 2017. BoG successfully delivered on its strategy, with adjusted ROAE of 26.1% in 2018, well above the targeted through-the-cycle ROAE of 20%+. On 9 July 2018, BoG declared a dividend in respect of 2017 year of GEL 2.44 per ordinary share (c.30% payout ratio), which was paid to its ordinary shareholders on 31 July 2018. The Group received a GBP 7.4 million (GEL 23.9 million) dividend payment from BoG. In 4Q18 & FY18 earnings release BoG recommended an annual dividend for 2018 of GEL 2.55 per share subject to shareholders approval. This represents a payout ratio of 30% and a 4.5% increase over last year's dividend. GCAP is expected to receive a GEL 25 million dividend inflow from BoG in 2019. Please refer to Bank of Georgia Group's 4Q18 & FY18 earnings release for further details at http://bankofgeorgiagroup.com/.

Attributable income from private portfolio companies in 2H18 increased significantly both y-o-y and h-o-h, while it increased by a more modest 3.1% y-o-y to GEL 75.3 million in 2018. Late stage portfolio companies demonstrated positive performance in their recurring businesses in 2018. In the housing development business, excluding the GEL 21 million commercial property revaluation gains in 1H17 attributable income was up in 2018, even though the overall sales momentum in 2018 was hurt by low inventory levels due to the delay in the process of receiving new construction permits; Attributable income from the water utility business was up by double digits despite extraordinarily lower precipitation related water inflows to Zhinvali HPP. P&C insurance made steady progress. The 11.9% y-o-y decline in the attributable income from private late stage businesses in 2018 is entirely attributable to the absence of the revaluation gains in Housing Development. Early stage businesses continued development to the next levels of their greenfield lifecycle and related attributable income was GEL 19.0 million in 2H18 (up from negative GEL 1.6 million in 2H17 and up from negative GEL 10.4 million in 1H18) and GEL 8.6 million in 2018, which was driven by GEL 27.6 million revaluation gain booked in 2H18 on two under construction and one operational hotel and on rent-generating assets within the hospitality & commercial real estate business. The revaluation gain was partially offset by the beverages business, which recorded GEL 19.2 million loss in 2H18 and GEL 29.2 million loss on stand-alone basis in 2018 due to the delays in introduction of branded beers from the Heineken portfolio. The performance of each private portfolio company is discussed on pages 22 to 35.# Net income of GEL 99.3 million in 2H18 and GEL 164.4 million in 2018 reflects the elimination of the dividend accrual from the GCAP attributable income of portfolio companies to avoid double-counting and a provision on our mezzanine loans to portfolio companies. The Group's total comprehensive income is then driven by net foreign currency loss/(gain), non-recurring expense and realized gains from the sale of portfolio company shares. Other comprehensive income decreased from GEL 87.9 million in 2017 to GEL 86.9 million loss in 2018. The following table summarises the breakdown of other comprehensive income components:

2H18 2H17 Change 1H18 Change FY18 FY17 Change
Net foreign currency (loss) gain (32,588) 1,879 NMF 1,652 NMF (30,936) 1,362 NMF
Non-recurring expense (5,950) (1,525) NMF (49,970) -88.1% (55,920) (3,745) NMF
Realized gain from sale portfolio company shares - - NMF - NMF - 90,275 NMF
Other comprehensive income (38,538) 354 NMF (48,318) -20.2% (86,856) 87,892 NMF

The Group incurred net foreign currency loss of GEL 30.9 million in 2018 from USD/GEL and EUR/GEL exchange rate volatility at GCAP level and across its Water Utility and Beverages businesses. GCAP's GEL 24.8 million net foreign currency loss in 2018 was mostly related to USD/GEL exchange rate volatility, since GCAP has accounting short foreign currency position in US Dollars amounting to c. US$ 97.5 million (GEL 261 million) at 31 December 2018. Non-recurring expenses in 2018 of GEL 55.9 million are not comparable to the GEL 3.7 million figure in 2017. 2018 Non-recurring expenses largely relate to the demerger from BGEO Group, which triggered recognition of fees for services received in connection with the demerger and acceleration of share-based compensation expenses for accounting purposes. GCAP's GEL 23.4 million non-recurring expense was entirely related to the demerger. The following table summarises the breakdown of non-recurring expenses:

2H18 2H17 Change 1H18 Change FY18 FY17 Change
GCAP 119 - NMF (23,568) NMF (23,449) - NMF
Listed portfolio companies (2,362) (884) NMF (14,760) -84.0% (17,122) (2,995) NMF
Private portfolio companies (3,708) (641) NMF (11,641) -68.1% (15,349) (750) NMF
Total non-recurring expenses (5,950) (1,525) NMF (49,970) -88.1% (55,920) (3,745) NMF

The realised gain from sale of portfolio company shares of GEL 90 million in 1H17 resulted from the sale of 9.5 million shares of GHG (7.2%) by Georgia Capital in May 2017 for US$ 40 million cash proceeds, which decreased its stake in GHG to 57%. Georgia Capital did not sell any shares of its portfolio companies during 2018.

In line with the European Securities and Markets Authority ("ESMA") guidelines about the use of alternative performance measures (APMs) in the preliminary announcement, we discuss below the reconciliation of net income under management accounts with IFRS consolidated results. FY18 net income under IFRS consolidated income statement was GEL 16.9 million as compared to net income under management accounts of GEL 164.4 million. The following items explain the drivers of differences between the two metrics:

a) BOG attributable income - IFRS consolidated financial statements include dividends declared and paid by BOG of GEL 23.9 million, while net income under management accounts include consolidation of attributable 19.9% of BOG's net profit of GEL 91 million, adjusted to exclude the impact of non-recurring items.

b) Revaluation of Hotels - revaluation gain of GEL 25.8 million is recorded within Hospitality & Commercial Real Estate business net income within management accounts, while under IFRS consolidated income statement hotels are carried at cost and no revaluation gains or losses are recognized.

c) Non-recurring items and FX gains and losses - GEL 31 million loss from foreign currency movements and GEL 56 million non-recurring expenses are reflected under IFRS consolidated income statement before arriving to net income, while under management accounts they are included below net income line and within other comprehensive income.

Apart from the items noted above, the income statement under management accounts mainly mirrors IFRS consolidated income statement and the performance of the underlying businesses as described above. IFRS results of each portfolio business together with management commentary are discussed on pages 22 to 35. A detailed reconciliation of our management income statement to the IFRS consolidated income statement is provided on page 36.

CAPITAL ALLOCATION HIGHLIGHTS

We continue to follow the capital allocation projections announced in our 1H18 earnings release. During 2018, actual net capital deployed was GEL 12.1 million, lower by GEL 52 million than our estimate at June 30, 2018. This was mainly driven by additional GEL 10 million dividend inflows from Housing development and GEL 40 million less capital allocation needs at early stage and pipeline businesses, which we expect to be instead deployed in 2019, i.e. increase previously projected 2019 capital allocations. The table below, which represents capital allocation projections for the existing portfolio businesses and the pipeline businesses, summarizes capital allocation outlook as of 31 December 2018. The table does not forecast potential capital deployments in acquisitions or potential capital inflows from exits from current portfolio businesses.

Capital Allocation (GEL, millions)

2018A 2019E 2020E 2021E 2022E Total in 2019-2022
Listed BoG (23.9) (25) (27) (29) (31) (112)
GHG - - - - - -
Late stage Water Utility (28.8) (30) (32) (34) (35) (131)
Housing Development (9.8) (10) (15) (20) (25) (70)
P&C insurance (10.0) (12) (15) (18) (22) (67)
Early stage Renewable Energy 5.0 74 53 70 (20) 177
Hospitality & Commercial 32.9 30 9 - - 39
Beverages 40.6 27 10 - - 37
Pipeline Education 6.1 70 42 28 - 140
Total 12.1 124 25 (3) (133) 13

Capital allocation overview in 2018

In 2018 Georgia Capital received GEL 72.5 million in dividends, of which GEL 23.9 million was from BoG in 3Q18 and GEL 48.6 million from private late stage portfolio businesses: P&C insurance - GEL 10 million in 1H18, Water Utility - GEL 28.8 million in 4Q18 and Housing Development - GEL 9.8 million in 4Q18.

During 2018 Georgia Capital invested GEL 84.6 million across its early stage businesses and new business lines, of which GEL 78.5 was capital for early stage portfolio companies. The capital was used primarily for bolt-on acquisitions to increase scale and accelerate progress to value creation goals. The following capital allocation decisions were made during 2018:

  • GEL 5.0 million was allocated to renewables, of which GEL 4 million was used for the development of hydro power plants (Zoti HPP and Bakhvi HPP) and the remaining amount was used for the development of wind power plants;
  • GEL 32.9 million was allocated to the hospitality business for the development of existing hotels and the acquisition of a land plot for hotel and office space development;
  • GEL 40.6 million was allocated to Beverages, of which, GEL 25.2 million and GEL 7.8 million were used for the acquisitions of Kindzmarauli and Black Lion, respectively. Additionally, GEL 6.8 million was used to finance the operating deficit of the beer business;
  • GEL 6.1 million was allocated to the Education business to acquire land for a high school development.

Capital allocation outlook through 2019-2022

Listed portfolio companies

BoG is a stable dividend payer with outstanding track record and significant growth momentum and strong profitability. We expect that BoG will maintain its dividend payout ratio within targeted 25-40% range. Over the last seven years, BoG has consistently paid out dividends at Compound Annual Growth Rate (CAGR) of 39% over the same period. Therefore, we estimate that dividend receipts from BoG will increase approximately by 7% annually and will deliver approximately GEL 112 million dividends in total to Georgia Capital through the end of 2022.

GHG, as the largest integrated player in healthcare ecosystem, is well-placed to benefit from significant new growth opportunities ahead in areas such as medical tourism, outpatient business where there is high growth in domestic demand, and related services like the provision of dental services, aesthetics, lab diagnostic etc. As GHG exited its capex heavy period, management expects to deliver improved return on capital invested and to generate substantially increased free cash flows. This reflects a combination of both expected double-digit compound annual growth in revenues and reduced investment requirements over the next few years. As GHG continues to mature, we expect it to adopt a capital return policy. Until GHG adopts such policy, we conservatively estimate no dividend income from GHG through the end of 2022.

Private portfolio companies:

Late Stage Water Utility is a stable dividend paying business with no additional equity capital or material debt capital needs. The water utility business paid GEL 29 million dividend in 2018 and we forecast approximately 5% CAGR in the water utility business dividend growth through the end of 2022 driven by higher energy efficiency, a key driver of future dividend growth potential, and overall growth in water consumption as the economy continues to grow. We estimate GEL 131 million dividend cash flow from Water Utility through the end of 2022.

Housing Development paid its first dividend of GEL 10 million in 2018 on the back of previously accumulated cash flows from successfully executed residential projects and confirmed outlook as a result of construction permits received at year-end. We had not estimated dividend inflows from Housing Development in 2018. As the business matures and continues transition into a real estate asset manager business model, we expect it to continue returning money through a combination of dividends and capital returns.# Regulatory Filing

Housing Development

Given the strong platform and brand name, Housing Development is well-placed to benefit from the continued growth in demand for private housing as the country's wealth grows. The housing development business does not have any additional equity capital needs through the end of 2022 as it has developed a leading real estate developer platform in Georgia. Housing Development mostly finances its projects through pre-sales. Debt capital needs are specific to individual projects and could appear for short-term periods only. Given the Housing Development's strong project pipeline and outstanding project execution skills, we estimate dividend inflow to remain at the same level of GEL 10 million in 2019, followed by an annual payout increase of GEL 5 million going forward, or GEL 70 million through the end of 2022.

Property & Casualty Insurance

Property & Casualty Insurance is yet another business with strong dividend payout track record and potential for growth as the insurance market remains highly underpenetrated in Georgia. Aldagi paid a GEL 7 million dividend in 2017, which grew by 43% to GEL 10 million in 2018 on the back of a strong growth in the bottom line. Given the business' strong track record and high growth potential we have estimated GEL 12 million dividend payout in 2019, which is expected to grow to GEL 22 million in 2022. Property & Casualty Insurance does not have needs for any additional equity capital or debt capital.

Private portfolio companies: Early Stage

Renewable Energy (65% ownership)

Early Stage Renewable Energy (65% ownership) has a medium-term target of 500MW operating power generation capacity, including the existing 152MW HPP of the water utility business. Energy consumption is forecasted to increase at least by 5% CAGR over the next fifteen years, driven by economic growth. The business currently has a 410MW pipeline in place, where it estimates GEL 177 million equity capital needs from Georgia Capital (i.e. 65% of the total equity capital needs) and GEL 968 million debt capital needs through 2022 based on the targeted average 70%:30% debt to equity leverage ratio.

Hospitality & Commercial Real Estate

Hospitality & Commercial Real Estate capital needs are estimated based on the 1,000 hotel room target on the back of projected double-digit growth in tourist inflows over the coming years. The business currently has 152 operational hotel rooms and 969 hotel rooms in its pipeline. In order to reach 1,000 fully operational hotel rooms within three years, the hospitality business needs a further GEL 39 million equity capital injection and GEL 186 million in debt capital. We target a 70%:30% debt to equity leverage ratio at hotels.

Beverages

Beverages. The wine business is targeting 1,000 hectares of vineyards from the current 436 hectares to support the growing demand from export markets for Georgian wine. The beer business has launched the beer factory and is in process of launching additional beer brands to increase the product offering to tap the expected growth in low beer consumption levels of 27.5 liters per capita. As a result, the beverages business requires approximately GEL 37 million equity capital and GEL 67 million debt capital to finance its planned growth through 2020 and beyond.

Private portfolio companies: Pipeline Stage

Education

Pipeline Stage Education. We have identified education as an attractive fragmented service industry with high growth potential driven by increased demand for quality education and low government spending. We expect to deploy GEL 140 million in equity capital, while the business will raise GEL 120 million in debt capital. Capital deployment will happen gradually over the next four to five years and by 2025 we expect the business to reach 30,000 pupils and to become the largest chain of affordable schools in Georgia.

Overall Outlook

Overall, based on the estimated dividend inflows, which do not include any dividend inflows from GHG, we continue to expect to collect sufficient cash inflows through the end of 2022 to accommodate the equity capital needs of early stage and pipeline stage portfolio companies during the same period. 2019 is a net equity capital investment year for Georgia Capital, followed by relatively neutral 2020 and 2021, while in 2022 we expect net equity capital returns from portfolio companies. Based on this outlook, and together with the available GEL 605 million funds at GCAP (liquid funds and issued loans) at 31 December 2018, we remain well-positioned to support the value creation across our private portfolio businesses and take advantage of new opportunities meeting our stringent acquisition criteria as and when they arise.

RETURN ON ALLOCATED CAPITAL

We use the Management Account figures to calculate Return on Allocated Capital (ROAC), a metric that provides us with a visibility into returns on current management values for each portfolio company. ROAC is an annual return on allocated capital as of 31 December 2018 and calculated at each private investment level. Inputs into the ROAC calculation are as follows: (i) the numerator is an annual attributable income of the private portfolio company, less allocated GCAP interest expense, and (ii) the denominator is the management estimated fair value, as included in the NAV statement, less allocated gross debt of GCAP.

Listed Portfolio Companies

Internal Rate of Return Holding period (years)
31 December 2018
Listed portfolio companies 39.8% 6.1
GHG 41.9% 10.1
BoG 25.8%

Private Businesses

Return on Allocated Capital Holding period (years)
2018
Private portfolio companies, late stage 13.4% 2.8
Water Utility 12.3% 7.7
Housing Development 12.7% 9.1
P&C Insurance 17.2% 2.0
Private portfolio companies, early stage 2.0% 1.6
Renewable Energy -4.2% 2.1
Hospitality & Commercial real estate 25.9% 2.2
Beverages -50.0%

Portfolio company results

1. Water Utility (100% ownership)

Business description

Our Water Utility is a natural monopoly in Tbilisi and the surrounding area, where it provides water and wastewater services to 1.4 million residents representing more than one-third of Georgia's population and c. 33,000 legal entities. Water Utility also operates hydro power plants with total installed capacity of 152 MW. Water Utility is 100% owned through GGU.

Investment rationale

  • Natural monopoly in Tbilisi and surrounding district
  • Utilities sector represents 3% of total Georgian economic output with c. 8.2% CAGR (2006-2017)
  • Stable regulatory environment with fair return on investment
  • Stable cash collection rates

Value creation potential

  • EU harmonization reforms in progress in utilities sector in accordance with Georgia's undertaking under the Association Agreement with the EU, expected to drive water tariffs up
  • High GDP growth combined with rapid tourism growth drive high demand from corporates
  • Energy market deregulation expected to positively affect electricity sales price
  • Upside opportunity from pursuing cost efficiencies by targeting decrease in self-consumption of electricity in order to free up energy for third party electricity sales
  • Growing dividend payment capacity

Value realisation outlook

IPO together with the renewable energy business

2H18 and FY18 performance

Positive operating leverage supports EBITDA margin expansion in 2018

GEL thousands, unless otherwise noted

INCOME STATEMENT HIGHLIGHTS
2H18 2H17 Change 1H18 Change FY18 FY17 Change
Revenue 79,295 74,419 6.6% 69,832 13.6% 149,127 135,000 10.5%
Water supply 70,062 63,924 9.6% 61,752 13.5% 131,814 118,904 10.9%
Energy 4,330 6,661 -35.0% 4,722 -8.3% 9,052 9,755 -7.2%
Other 4,903 3,834 27.9% 3,358 46.0% 8,261 6,341 30.3%
Operating expenses (31,157) (32,395) -3.8% (29,578) 5.3% (60,735) (60,752) -0.03%
Provision for doubtful trade receivables (2,011) (550) NMF (3,022) -33.5% (5,033) (1,675) NMF
EBITDA 46,127 41,474 11.2% 37,232 23.9% 83,359 72,573 14.9%
EBITDA margin 58.2% 55.7% 53.3% 55.9% 53.8%
Depreciation and amortization (13,308) (10,393) 28.0% (12,085) 10.1% (25,393) (20,213) 25.6%
Net interest expense (7,077) (7,283) -2.8% (7,253) -2.4% (14,330) (12,408) 15.5%
Net non-recurring expenses (637) (884) -27.9% (5,484) -88.4% (6,121) (1,135) NMF
Net profit4 15,745 21,951 -28.3% 16,800 -6.3% 32,545 37,401 -13.0%
CASH FLOW HIGHLIGHTS
2H18 2H17 Change 1H18 Change FY18 FY17 Change
Cash flow from operating activities before maintenance capex 50,998 41,049 24.2% 30,592 66.7% 81,590 70,150 16.3%
Maintenance capex (10,096) (9,002) 12.2% (12,444) -18.9% (22,540) (23,203) -2.9%
Cash flow from operating activities 40,902 32,047 27.6% 18,148 NMF 59,050 46,947 25.8%
Cash flow used in investing activities (61,182) (74,486) -17.9% (63,910) -4.3% (125,092) (105,024) 19.1%
Development capex (71,383) (77,810) -8.3% (77,070) -7.4% (148,453) (113,605) 30.7%
Cash flow from financing activities 2,572 69,477 -96.3% 16,728 -84.6% 19,300 88,163 -78.1%
Net Proceeds from borrowings 43,663 110,226 -60.4% 27,225 60.4% 70,888 134,179 -47.2%
Dividends paid out (28,840) (28,244) 2.1% - NMF (28,840) (28,244) 2.1%
Cash ending balance 13,713 61,963 -77.9% 30,475 -55.0% 13,713 61,963 -77.9%
BALANCE SHEET HIGHLIGHTS
Dec-18 Dec-17 Change
Total assets 639,267 567,936 12.6%
Property, plant and equipment 586,207 441,556 32.8%
Trades and other receivables 19,657 23,738 -17.2%
Cash balance 13,713 61,963 -77.9%
Total liabilities 368,781 300,150 22.9%
Total equity 270,486 267,786 1.0%

INCOME STATEMENT HIGHLIGHTS

The Water Utility's 2H18 revenues were up 6.6% y-o-y and 13.6% h-o-h, and FY18 revenues were up 10.5% over 2017 on the back of the strong performance of the water supply business. Revenue from water supply to legal entities and individuals (2H18 up 9.6% y-o-y and 13.5% h-o-h and FY18 up 10.9% over 2017) benefitted from increases for both legal entities and individuals. Revenue from water supply to legal entities increased 7.3% y-o-y to GEL 92.2 million in 2018 reflecting strong business activity across various industries, while an 18.8% h-o-h increase to GEL 50.1 million was also positively affected by seasonality in water consumption.# Water Utility

Revenue from Water supply to individuals increased 20.2% y-o-y to GEL 39.6 million in 2018. Most of the increase is attributable to the increased residential tariff effective from 1 January 2018. New connections, which more than doubled from 2,347 in 2017 to 5,015 in 2018, also contributed to the increase in water supply revenues.

2H18 energy revenue was down 35.0% y-o-y and 8.3% h-o-h and FY18 revenue was down 7.2% over 2017. The decrease in revenues from electricity power sales is attributable to extraordinarily lower than average precipitation related water inflows to Zhinvali HPP, partly offset by significant savings in the Water Utility's self-consumption of electricity, which decreased by 21.0% to 116,703 thousand kwh in 2H18 and by 18.4% to 237,145 thousand kwh in 2018.

2H18 other income was up 27.9% y-o-y and 46.0% h-o-h and FY18 other income was up 30.3% over 2017. The increase mainly reflects higher number of fines charged on illegal connections amounting to GEL 0.6 million in 2H18 and GEL 1.7 million in 2018.

2H18 operating expenses were down 3.8% y-o-y and up 5.3% h-o-h and FY18 operating expenses were flat. This reflects the efficient cost management and continued rehabilitation works, resulting in significant cost savings in infrastructure assets maintenance expenses and raw materials.

Overall, in 2018 operating leverage was positive at 10.5 percentage points.

The increase in the provision for doubtful trade receivables to GEL 5.0 million in 2018 was primarily driven by the adoption of IFRS 9. IFRS 9 introduced a forward-looking expected credit loss (ECL) approach effective from 1 January 2018, which is intended to result in an earlier recognition of credit losses based on an ECL impairment approach, compared with the previous incurred-loss impairment approach for financial instruments under IAS 39. Provision for doubtful trade receivables was down 33.5% h-o-h due to seasonally high collection rates in the second half of the year.

The strong increase in water supply revenues coupled with the efficient cost management led to 11.2% y-o-y increase in EBITDA to GEL 46.1 million and to 14.9% y-o-y increase to GEL 83.4 million, respectively in 2H18 and in 2018.

Net interest expense was up 15.5% y-o-y in 2018 due to increased leverage obtained through international financial institutions and local banks to finance capital expenditures and refinance more expensive and short-term funding.

Net non-recurring expenses increased in 2018 due to the acceleration of share-based payment expense recognition following Georgia Capital's demerger from BGEO Group in May 2018.

Foreign exchange losses in 2018 reflect the accounting impact from Georgian Lari's depreciation against the Euro as part of GGU's outstanding borrowings are denominated in Euros and GGU recorded losses in 2018 on its unhedged short position of GEL 131 million in Euros at 31 December 2018.

As a result, Water Utility profit was GEL 15.7 million in 2H18 (down 28.3% y-o-y and down 6.3% h-o-h) and GEL 32.5 million in 2018, down 13.0% y-o-y.

BALANCE SHEET HIGHLIGHTS

The 32.8% increase in property, plant and equipment in 2018, was primarily due to development works on Water Utility infrastructure carried out during the year in order to upgrade the network. Additionally, GEL 45.6 million of the increase in FY18 is driven by rehabilitation works at the Gardabani wastewater treatment plant, which went through a major rehabilitation after c. 30 years of operation, and since July 2018 has been fully functional, servicing the whole population in Tbilisi and surrounding area. Total capex for Gardabani wastewater treatment plant rehabilitation was in line with the estimated GEL 60 million.

2017 and 2018 were capital-intensive years for the water utility business. Efficiency programs, such as upgrade of water and wastewater network, purchase of heavy machinery and metering of residential and commercial customers, will have a dual effect of reducing own electricity consumption and increasing third party electricity sales. Additionally, regulated CAPEX is included in Regulated Asset Base, used by the regulator to calculate fair return on investment. For the regulatory period 2018-2020, such return on investment (referred to as WACC in the tariff-setting methodology) is set at 15.99% (up from 13.54% in 2017). Capital expenditure level is expected to decrease in 2019 and gradually reach long-term run-rate level of c. GEL 52-70 million by 2022.

The table below summarizes capex forecast through 2022:

GEL millions 2018A 2019F 2020F 2021F 2022F
Maintenance capex 23 23 23 23 22
Development capex 148 65-75 45-58 35-50 30-48
Total capital expenditures, including VAT 171 88-98 68-81 58-73 52-70

The increase in total liabilities is due to increased borrowings obtained from international financial institutions and local banks at the end of 2017 to support capital expenditures for development of water supply network. During 2017, GGU secured long-term financing of EUR 81.5 million from international financial institutions (IFIs) for efficiency-related capital expenditure purposes, namely from European Investment Bank (EIB), The Netherlands Development Finance Company (FMO) and German Investment Corporation (DEG) at the GWP level (GGU's principal utility subsidiary). The borrowings were largely utilized in 2017 and the remaining undrawn balance of EUR 8.6 was drawn down during 1H18 from the IFI financing. Additionally, c. GEL 48 million was obtained from local banks during 2018 to support intensive capital expenditures.

CASH FLOW HIGHLIGHTS

GGU has an outstanding water supply receivable collection rate within the 95-99% range. During 2H18 and FY18, the collection rates for legal entities and households were 99% and 94%, respectively. Although the Georgian water utility sector historically had low receivables collection rates, as a result of GGU's arrangement with electricity suppliers since 2011, GGU's collection rates remain very strong at approximately 96%. As part of the arrangement non-paying water customers are disconnected from the electricity network and in return, electricity suppliers receive flat monetary compensation from GGU.

Operating cash flow was up 16.3% y-o-y in 2018 as a result of the growth in revenues and positive operating leverage.

In 2H18, the water utility business distributed dividends in amount of GEL 28.8 million (up 3.0% y-o-y) to Georgia Capital.

2019 OUTLOOK

The water utility business's outlook for 2019 is positive as management expects further continued growth in revenues from water supply with limited increase in operating expenses, while continuing to reduce self-consumption of electricity and increasing third party electricity sales. Electricity market deregulation, currently expected to be fully enacted from 1 May 2019, is anticipated to positively impact revenue stream from electricity sales. The business plans to gradually decrease volume of capital expenditures after completing two years of accelerated capex program and maintain the increasing trend of dividend distribution.

GEL millions, unless otherwise noted Key Highlights 2018 2017 change
Revenue 149.1 135.0 10.5%
EBITDA 83.4 72.6 14.9%
Development capex¹ 148.5 113.6 30.7%
Maintenance capex¹ 22.5 23.2 -2.9%
FCF (66.0) (58.1) -13.7%
Cash from operations 81.6 70.2 16.3%
Net debt 306.5 185.4 65.3%

(1) Capex figures are stated including VAT.

Key performance metrics
Net investment 157.4
2018 dividend 28.8
ROIC² 10.3%

(2) Please see definition on page 53.

Capital Outlook through 2022
Capital needs³ 70.8
of which, equity -
of which, debt 70.8

(3) Gross capital needs, excluding dividend distribution.

(4) Please refer to page 38 for the reconciliation of FY18 stand-alone Water Utility net income to the attributable income from Water Utility as reported under the management account income statement on page 15.

2. Housing Development (100% ownership)

Business description

Our housing development business is a leading real estate developer on the US$ 1.1 billion Georgian real estate market with three business lines: (a) a residential development arm targeting mainly mass market customers by offering affordable, high quality and comfortable housing; (b) a construction arm, engaging in construction contracts for other businesses as well as third-parties; and (c) franchise platform for development of third-party land plots with fee sharing arrangements. Housing Development is 100% owned through m2.

Investment rationale

  • Shortage of housing from Soviet era combined with Georgian tradition of multiple generations living under one roof, average household size is significantly higher at 3.3 compared to Eastern or Western Europe
  • Most of the housing stock dates back to Soviet era and is amortised
  • In line with the economic growth, urbanization level is expected to increase from the current low level

Value creation potential

  • Asset light strategy
  • Unlock land value by developing housing projects
  • Development of third-party land - franchise m2 brand name.# Undisputed market leading platform of at least 2,500 apartments¹ to be delivered in 4-5 years
    § Earn construction management fees from third-party projects and bring construction works in-house

Value realisation outlook

Cash out by transformation into real estate asset manager

2H18 and FY18 performance

Solid GEL 10 million first-ever dividend payout following successful project execution

INCOME STATEMENT HIGHLIGHTS

2H18 2H17 Change 1H18 Change FY18 FY17 Change
Gross profit from apartments sale 3,040 5,896 -48.4% 6,405 -52.5% 9,445 8,036 17.5%
Gross profit from construction services 4,254 - NMF 1,080 NMF 5,334 - NMF
Gross Real Estate Profit 7,341 6,114 20.1% 7,594 -3.3% 14,935 8,313 79.7%
Revaluation of commercial property² 3,213 (199) NMF 2,311 39.0% 5,524 21,586 -74.4%
Operating expenses (6,840) (4,708) 45.3% (4,742) 44.2% (11,582) (7,929) 46.1%
EBITDA 3,714 1,207 NMF 5,163 -28.1% 8,877 21,970 -59.6%
Profit⁵ 362 (406) NMF 37 NMF 399 20,527 -98.1%

CASH FLOW HIGHLIGHTS

2H18 2H17 Change 1H18 Change FY18 FY17 Change
Net cash flows from operating activities 7,970 18,395 -56.7% (18,124) NMF (10,154) 18,657 NMF
Net cash flows used in investing activities (6,530) (4,166) 56.7% (7,161) -8.8% (13,691) (9,292) 47.3%
Net cash flows from financing activities (5,646) (51,056) -88.9% 22,241 NMF 16,595 (77,899) NMF
Net proceeds from borrowings - (15,801) NMF (850) NMF (850) 2,513 NMF
Cash, ending balance 10,467 20,059 -47.8% 13,844 -24.4% 10,467 20,059 -47.8%

BALANCE SHEET HIGHLIGHTS

Dec-18 Dec-17 Change
Total assets 250,992 245,652 2.2%
Land bank 8,722 58,373 -85.1%
Inventories 105,307 59,199 77.9%
Total liabilities 182,950 168,977 8.3%
Total equity 68,042 76,675 -11.3%

(1) 2,500 apartments relate to the signed Tbilisi Airport Highway deal.
(2) Value created on commercial property. The Housing Development gross profit from apartment sales fluctuates with the cycle of projects and strength of demand in the market for affordable housing. 2H18 gross profit was down 48.4% y-o-y and 52.5% h-o-h, while FY18 gross profit was up 17.5% y-o-y. Market conditions remain strong and the FY18 y-o-y increase was driven by strong project execution. In 2H18 Housing Development has successfully completed two affordable residential projects located in the centre of Tbilisi. It reached total sales progress of 87% in on-going projects and managed to sell down large part of its inventory at higher per ticket prices due to the sales closer to full completion stage. Average price per square meter was up 24% in 2018 over 2017 and up 22% in 2H18 y-o-y. The development of apartment sales in the relevant periods are shown in the table below:

2H18 1H18 2H17 FY18 FY17
Sq.m. sold 7,859 8,013 28,749 15,872 45,621
# of apartments sold 65 81 396 146 629
Total Sales value (US$) 10,991,971 11,349,941 31,449,207 22,341,912 49,118,065
Sales value of apartments (US$) 10,243,425 10,408,741 30,813,788 20,652,166 47,965,669
Average price per sq.m. 1,303 1,299 1,072 1,301 1,051

While in the process of receiving the new permits, Housing Development has not started new projects in 2018 and sales momentum was negatively affected by low levels of inventory. Inventory levels will increase by approximately 3,000 apartments over the next few years, since in November Tbilisi City Municipality Council approved the masterplan brief on Housing Development's largest ever in-house affordable housing project. The Digomi project will be developed in three stages and the construction and development of 168,000 sq.m. residential and 84,000 sq.m. commercial spaces will continue for approximately four years. Housing Development started pre-sales for stage one from February 2019, where the total sellable area is approximately 22,000 sq.m.. As of 19 February 2019, 3,176 sq.m. with US$ 3.3 million sales value has already been pre-sold and 3,437 sq.m. has been booked.

During 2018, housing gain from revaluation of commercial property in the amount of GEL 5.5 million was recorded on the apartments intended for lease out and on commercial spaces under development in our three major projects as compared to GEL 21.6 million in 2017. In 2017 revaluation was performed for commercial spaces under development in the above mentioned three major projects after reaching a construction progress threshold. During 2H18 the construction segment achieved robust performance and gross profit was GEL 4.3 million, almost four times h-o-h result. Construction fees were mainly generated from two third-party construction agreements in addition to in-house development projects: (i) the shell and core construction of a new shopping mall located in Tbilisi's Saburtalo district and (ii) fit-out works for Radisson Tsinandali in Kakheti region. Gross profit from construction services was GEL 5.3 million in 2018, which was 79% driven by third-party projects.

Operating expenses were GEL 6.8 million in 2H18 (up 45.3% y-o-y and up 44.2% h-o-h) and GEL 11.6 million in 2018 (up 46.1% y-o-y). The y-o-y increase reflects increased administrative expenses within the construction arm in line with the business ramp up, while bringing construction works in-house will result in cost and project development efficiencies. The h-o-h increase is mainly driven by seasonally higher marketing and advertising expenses at the end of year. Housing Development recorded profit of GEL 0.4 million for both 2H18 and FY18 reflects mainly the impact of non-recurring expenses. Non-recurring expenses amounted GEL 6.2 million in 2018 and were mainly driven by acceleration of share-based expense recognition as a result of the Group's demerger from BGEO Group in May and by expenses related to the construction of a college for vocational education in Western Georgia, which was officially opened in 2H18. The college, with a total project cost of GEL 3 million, offers 11 short-term vocational courses to more than 600 construction specialist/workers annually and most of the graduates are expected to be employed within the construction arm. Before net non-recurring items, 2018 Housing Development profit was GEL 2.1 million in the second half and GEL 6.6 million for the full year.

Housing Development currently has a land bank with a value of GEL 8.7 million, which decreased significantly y-o-y as a result of masterplan brief approval for Digomi land (respective land was transferred from investment property to inventory). Land bank is expected to decrease further over the coming years, in line with its asset light strategy, as Housing Development plans to develop third-party land plots under franchise agreements going forward.

Cash flow highlights

The Housing Development business continued to deploy cash for on-going project developments, while low levels of inventory negatively affected sales, which decreased from US$ 49.1 million sales value in 2017 to US$ 22.3 million in 2018 as noted above. Operating cash flow was, therefore, negative GEL 10.2 million in 2018, down from GEL 18.7 million in 2017. In December 2018, Housing Development distributed GEL 10.0 million dividends. The first ever dividend payment was made on the back of accumulated cash inflows from successfully executed projects.

2019 OUTLOOK

During 2019, Housing Development expects to complete the construction of two ongoing residential projects and kick off the development of its largest housing project in Digomi, which will drive revenue growth and gross margin expansion on the back of expected scale efficiencies. Further, the business aims to complete the design stage and in 4Q19 start pre-sales of its largest-ever franchise project on a third-party land plot located in Tbilisi airport highway in a densely populated suburban area.

GEL millions, unless otherwise noted Key highlights 2018 2017 Change
Revenue 137.8 115.1 19.7%
Gross real estate profit 14.9 8.3 79.7%
EBITDA 8.9 22.0 -59.6%
Development Capex 13.7 9.3 47.3%
Maintenance Capex - - NMF
FCF (23.8) 9.4 NMF
Cash from operations (10.2) 18.7 NMF
Net debt 107.2 65.1 64.7%
Key performance metrics
Net investment 18.7
2018 dividend 10.0
ROIC³ 4.1%

(3) Please see definition on page 53.
(4) Gross capital needs, excluding dividend distribution.
(5) Please refer to page 38 for the reconciliation of FY18 stand-alone Housing Development net income to the attributable income from Housing Development as reported under the management account income statement on page 15.

3. Property & Casualty Insurance (100% ownership)

Business description

Our property and casualty Insurance (P&C Insurance) business is a leading player in the local P&C insurance market with a 32% market share based on gross premiums. P&C Insurance offers a wide range of insurance products to Georgian corporates and retail through five business lines: motor, property, credit life, liability and other insurance services. P&C Insurance is 100% owned through Aldagi.

Investment rationale

§ Significantly underpenetrated insurance market in Georgia
§ Market leader with a powerful distribution network of point of sale and sales agents

Value creation potential

§ Compulsory border TPL effective from 1 March 2018
§ Local TPL expected to kick in from 1 July 2019 and provide access to untapped retail casco insurance market
§ First mover advantage in underpenetrated SME segment
§ Growing dividend payout capacity

Value realisation outlook

Trade sale or IPO

2H18 and FY18 performance

Double-digit growth in net underwriting profit driven by efficient risk management

INCOME STATEMENT HIGHLIGHTS

Gel thousands, unless otherwise noted 2H18 2H17 Change 1H18 Change FY18 FY17 Change
Earned premiums, net 36,039 33,284 8.3% 31,451 14.6% 67,490 62,770 7.5%
Insurance claims expenses, net (13,245) (13,555) -2.3% (12,503) 5.9% (25,748) (25,098) 2.6%
Acquisition costs, net (5,712) (5,506) 3.7% (3,808) 50.0% (9,520) (9,100) 4.6%
Net underwriting profit 17,082 14,223 20.1% 15,140 12.8% 32,222 28,572 12.8%
Net investment profit 1,973 1,914 3.1% 2,015 -2.1% 3,988 3,490 14.3%
Net non-recurring items (23) - NMF (629) -96.3% (652) - NMF
Pre-tax profit 11,047 10,335 6.9% 9,025 22.4% 20,072 19,275 4.1%
Income tax expense (1,641) (1,625) 1.0% (1,349) 21.6% (2,990) (2,975) 0.5%
Net profit3 9,406 8,710 8.0% 7,676 22.5% 17,082 16,300 4.8%

CASH FLOW HIGHLIGHTS
Net cash flows from operating activities | 11,434 | 3,403 | NMF | 9,509 | 20.2% | 20,943 | 12,684 | 65.1%
Net cash flows used in investing activities | (3,077) | (3,089) | -0.4% | (833) | NMF | (3,910) | (5,600) | -30.2%
Net cash flows from financing activities | - | - | NMF | (10,000) | -100.0% | (10,000) | (7,000) | 42.9%
Cash, ending balance | 11,103 | 4,185 | NMF | 2,740 | NMF | 11,103 | 4,185 | NMF

BALANCE SHEET HIGHLIGHTS
| | Dec-18 | Dec-17 | Change |
|---|---|---|---|
| Cash and liquid funds | 38,967 | 34,335 | 13.5% |
| Insurance premiums receivable, net | 31,442 | 28,491 | 10.4% |
| Pension fund assets | 18,931 | 18,536 | 2.1% |
| Total assets | 145,710 | 135,157 | 7.8% |
| Gross technical provision | 45,664 | 50,271 | -9.2% |
| Pension benefit obligations | 18,932 | 18,536 | 2.1% |
| Total liabilities | 89,572 | 86,410 | 3.7% |
| Total equity | 56,138 | 48,747 | 15.2% |

P&C Insurance recorded solid double digit increase in net underwriting profit for the full year in 2018 and in 2H18 driven by strong increases in net premiums earned. Net premiums earned were up 7.5% y-o-y in FY18 and in 2H18 were up 14.6% h-o-h and 8.3% y-o-y. This was driven by multiple factors: (a) the termination of relationships with loss-making clients to improve the loss ratio and overall bottom line; (b) the introduction of insurance supervision fees from 1 January 2018; (c) restrictions applied by government to our Agro Insurance project (effective from 1 April 2018), limiting client eligibility; (d) net premiums earned from the new compulsory border third-party liability (TPL) insurance of GEL 3.6 million in 2H18 and GEL 5.2 million in 2018 and e) substantial increase in net premiums earned from credit unemployment insurance line which kicked in at the end of 2017, picking up in 2H18, with net revenue 2.4 times higher h-o-h in 2H18 to GEL 1.2 million and 7 times higher to GEL 1.6 million in 2018. Additionally, as part of the risk management exercise, Aldagi revisited its reinsurance policies and terminated a reinsurance treaty for credit life insurance products as of 1 January 2018 leading to net premiums earned from credit life insurance growing by 29.6% y-o-y in 2018. Net insurance claims increased in 2018 only by 2.6% y-o-y and by 5.9% h-o-h in 2H18, where the increase was primarily limited by profitability of compulsory border TPL portfolio, reducing the loss ratio in motor business line from 62.2% to 55.0% y-o-y and from 57.9% to 52.4% h-o-h in 2H18. Overall, the loss ratio decreased by 1.8 percentage points, reaching 38.2% during 2018. Net acquisition costs were GEL 9.5 million in 2018 (up 4.6% y-o-y) and GEL 5.7 million in 2H18 (up 50.0% h-o-h), due to on average higher commission rate on property insurance mainly driven by increased commission rate with a local financial institution. Furthermore, introduction of compulsory border TPL insurance starting from March 2018 increased acquisition costs by 1.2 million y-o-y, of which GEL 0.8 million was related to 2H18. Nevertheless, commission ratio decreased from 14.5% to 14.1% in FY18, mainly on the back of decrease in Agro insurance portfolio, which on average has a higher commission rate. P&C Insurance's key performance ratios remained healthy during 2H18 and FY18 as noted below:

Key Ratios 2H18 2H17 1H18 FY18 FY17
Combined ratio 76.1% 77.0% 74.7% 75.5% 75.2%
Expense ratio 39.3% 36.3% 34.9% 37.3% 35.2%
Loss ratio 36.8% 40.7% 39.8% 38.2% 40.0%

The expense ratio increased by 4.4 percentage points since 1H18, reaching 39.3% in 2H18. This is due to higher personnel training costs incurred by the end of 2018, impairment charges due to termination of performance bond insurance contract and mandatory costs of participation in compulsory border TPL project. Net investment profit increased to GEL 4.0 million in 2018 (up 14.3% y-o-y). Investment yield remained high at 10.0% in FY18 compared to 9.9% in FY17. The liquid assets portfolio increased by 13.5% y-o-y in 2018. P&C Insurance's operating profit and net income reached GEL 20.6 million (up 8.0% y-o-y in 2018) and GEL 17.1 million (up 4.8% y-o-y in 2018), respectively, in 2018. Balance sheet remains solid and well-capitalised At 31 December 2018, total assets stood at GEL 145.9 million up 7.9% from 31 December 2017 driven by 13.5% increase in cash and liquid funds during the same period. Insurance receivables increased due to prolongation of commercial property contract with significant client in property insurance near the year-end. The increase in pension assets and pension liabilities was fully organic, resulting from business growth. Due to introduction of the new state pension regulation effective from 1 January 2019, pension assets and related liabilities are expected to substantially decrease starting from 2019. P&C Insurance's strong position is also evidenced by solvency ratio, which stood at 136% at 31 December 2018, well above than the required minimum of 100%, however down from 145% at 30 June 2018 due to stricter regulatory requirements. P&C insurance business expects to maintain its solvency ratio at minimum level of 130% over the coming years.

Cash flow highlights Operating cash flow was up 65.1% y-o-y in FY18 on the back of efficient risk management, decreasing payments for claims, while insurance premiums received increased by 5%. Profitability of compulsory border TPL, having overall lower loss ratio, also drove operating cash flow up. Increased Interest inflows in line with liquid assets growth also positively contributed to the increase in operating cash flow. P&C insurance business paid a GEL 10 million dividend in 2018, which grew by 43% from GEL 7 million in 2017.

2019 OUTLOOK

P&C Insurance expects insurance activity to increase during 2019 across retail and SME segments and has actively started to develop its marketing strategy towards entering these underpenetrated segments, expected to significantly increase revenue generation. Revenue growth may significantly accelerate subject to parliament approval of the mandatory third-party liability (TPL) insurance legislation, which has been submitted with a target launch date of 1 July 2019. The business also will continue to keep its focus on maintaining healthy combined ratio, below 75%, and benefit from border TPL growth.

GEL millions, unless otherwise noted
Key highlights | 2018 | 2017 | change
---|---|---|---
Earned premiums, net | 67.5 | 62.7 | 7.5%
Net income* | 17.7 | 16.3 | 8.8%
Development Capex | - | - | N/A
Maintenance Capex | - | - | N/A
FCF | 17.0 | 7.1 | NMF
Cash from operations | 20.9 | 12.7 | 65.1%
Net debt | - | - | NMF
* Net income is adjusted for non-recurring items

Key performance metrics
Net investment | (13.9) | |
2018 Dividend | 10.0 | |
ROAE1 | 34.4% | |
(1) Adjusted for non-recurring items.

Capital Outlook through 2022
Capital needs2 | - | |
of which, equity | - | |
of which, debt | - | |
(2) Gross capital needs, excluding dividend distribution.
(3) Please refer to page 38 for the reconciliation of FY18 stand-alone P&C Insurance net income to the attributable income from P&C Insurance as reported under the management account income statement on page 15.

4. Renewable Energy (65% ownership)

Business description

Our renewable energy business is a platform for developing hydro power plants, wind power plants and solar power plants across Georgia. Georgia Capital owns 65% in the energy business, with the remaining 35% owned by the Austrian company RP Global - an independent power producer with 30 years of experience of developing, building, owning and operating renewable power plants globally.

Investment rationale

§ Underdeveloped energy market with potential for significant growth - Low per capita power usage
§ Cheap to develop - up to US$ 1.5 million for 1MW hydro and up to US$ 1.4 million for wind development

Value creation potential

§ Opportunity to establish a renewable energy platform with 500MW operating capacity over the medium-term (500MW target includes existing energy assets of the water utility business)
§ Energy consumption has grown at 5.7% CAGR in last 10 years. We expect energy consumption to grow further at least by CAGR 5%, translating into doubling of the consumption over the next 10-15 years, while supply growth has been slower and electricity deficit is anticipated to continuously increase
§ Stable dividend payment capacity in the medium term

Value realisation outlook

IPO together with the water utility business

2H18 and FY18 performance

On track to launch first hydro power plant in 1H19 Intensive construction works continued on Mestiachala HPPs during 2H18 with GEL 45.6 million capital expenditures spent on development, totaling GEL 63.9 million in 2018. The major part of the construction works is already completed, including concrete works, pipe fitting, substation construction and electrical equipment installation. The annual net generation capacity is projected at approximately 171GWh, with peak generation in August, when the market prices are higher compared to May-June period, when most of the HPPs in Georgia have peak generation. The project has a 15 year Government PPA in place with the price of US$ 55 per MWh during Sep-Apr period. The project cost is anticipated at c. US$ 1.2 million per MW.# INCOME STATEMENT HIGHLIGHTS

GEL thousands, unless otherwise noted

2H18 2H17 Change 1H18 Change FY18 FY17 Change
Revenue - - NMF - NMF - - NMF
Operating expenses (367) (729) 49.7% (403) 8.9% (770) (1,733) 55.6%
EBITDA (367) (729) 49.7% (403) 8.9% (770) (1,733) 55.6%
Net loss3 (400) (484) 17.4% (416) 3.8% (816) (2,177) 62.5%
Attributable to:
- shareholders of the Group (260) (766) 66.1% (270) 3.7% (530) (2,093) 74.7%
- non-controlling interests (140) 282 NMF (146) 4.1% (286) (84) NMF

CASH FLOW HIGHLIGHTS

GEL thousands, unless otherwise noted

2H18 2H17 Change 1H18 Change FY18 FY17 Change
Cash flow from operating activities (327) 793 NMF (369) 11.4% (696) (1,466) 52.5%
Cash flow used in investing activities (42,693) (46,653) 8.5% (19,602) NMF (62,295) (69,776) 10.7%
Development capex (47,693) (65,912) 27.6% (20,565) NMF (68,258) (76,565) 10.8%
Cash flow from financing activities 39,511 28,931 36.6% 23,717 66.6% 63,228 74,069 -14.6%
Proceeds from borrowings 37,218 21,964 69.5% 18,276 NMF 55,494 57,268 -3.1%
Cash ending balance 8,388 8,298 1.1% 11,351 -26.1% 8,388 8,298 1.1%

BALANCE SHEET HIGHLIGHTS

Dec-18 Dec-17 Change
Total assets 169,304 96,551 75.4%
Property, plant and equipment 114,645 47,953 NMF
Cash balance 8,388 8,298 1.1%
Total liabilities 75,145 69,920 7.5%
Total debt4 70,711 64,848 9.0%
Total equity 94,159 26,631 NMF
Total equity attributable to the shareholders of the group 61,203 16,505 NMF

(4) Mezzanine loan from GCAP is classified as borrowing in stand-alone IFRS financial statements of renewable energy business, which in 2018 was converted to equity. Renewable Energy financials reflect Mestiachala HPP being in its construction stage and other renewable energy projects being under development. The increase in property, plant and equipment compared to 31 December 2017 is primarily attributable to the construction of Mestiachala HPPs. The increase in total equity is primarily attributable to capital injections from the shareholders for development and construction of renewable projects. Overall the energy business is financing the projects with up to 30% equity contribution. Renewable Energy continues to build ground for its 500MW operating capacity medium-term target. It searches for opportunities to develop new hydro projects and seeks acquisition possibilities among existing projects, which are either commissioned or under feasibility stage. Currently, preparation works are underway to commence construction works on 46 MW Zoti HPPs in 2H19, located in Western part of Georgia, expected to have net generation of 164 MWhs, with c. 53% of generation covered by 15-year Government PPA (average US$ 51 per MWh during Sep-Apr period). In 2Q18 the company has applied for an MoU for yet another new project - 38 MW Racha HPPs. Cost per MW is anticipated to be at c. US$ 1.5m with the capacity factor estimated to be as high as c. 49%. Additionally, preliminary SPA has been signed for Bakhvi 2 HPP in August 2018 and the management is working on prolongation of MoU formed with the Government. Subject to successful MoU prolongation, the project construction works are anticipated to start in the first half of 2020 with the planned commissioning in the first half of 2022. Based on the current feasibility study results, installed capacity of Bakhvi 2 HPP is anticipated to be 36 MWs, with annual net generation of c. 127 GWhs. Total cost per MW is projected to be c. US$ 1.3m. Renewable Energy also continues on the development of wind projects, and wind farms near Tbilisi and Kaspi are at an advanced stage with the planned construction commencement in second half of 2019 and commissioning in second half of 2020. The management is currently negotiating with the Government regarding MoU and PPA terms and conditions, expecting to finalize the documentation in 1H19. The table below summarizes the indicative pipeline of upcoming energy projects:

Renewable Energy projects pipeline as of 31 December 2018

Project Target MWs Construction commencement date Commissioning date[18] Target ROIC[19] Net annual generation capacity (GWh)
Mestiachala HPPs 50 1H17 1H19 13.20% 171
Zoti HPPs 46 2H19 1H21 12.90% 164
Bakhvi 2 HPP 36 1H20 1H22 13.50% 127
Racha HPPs 38 1H21 1H23 14.70% 165
Wind Tbilisi 57 2H19 2H20 13.30% 179
Wind Kaspi 54 2H19 2H20 14.10% 215
Wind (Kutaisi, Plevi, Tkibuli) 99 1H21 1H22 12.50% 306
Solar 30 1H20 1H21 10.10% 64
Total 410 1,391

2019 OUTLOOK

Renewable Energy is on track to commission Mestiachala HPP in 1H19 and start construction works on 46 MW Zoti HPPs and 111 MW wind projects in 2H19. The business will continue to develop renewable energy projects to reach its target of 500MWs installed capacity in the medium term. We foresee a growing electricity deficit, and considering steps taken towards full market deregulation, favorable regulatory conditions. Accordingly, in addition to continuing the development of its current pipeline, the company plans to continue looking into new projects.

Key highlights

GEL millions, unless otherwise noted

2018 2017 change
Revenue n/a n/a n/a
EBITDA (0.8) (1.7) 55.6%
Capex 68.3 76.6 -10.9%
FCF n/a n/a n/a
Cash from operations (0.7) (1.5) 52.5%
Net debt 62.3 56.6 10.2%

Key performance metrics

56.6
Net investment
2018 dividend -
ROIC1 -0.9%

(1) Please see definition on page 53.

Capital Outlook through 2022

Capital needs2
of which, our equity (65% stake) 177
of which, equity from minority 95
of which, debt 968

(2) Gross capital needs, excluding dividend distribution.
(3) Please refer to page 38 for the reconciliation of FY18 stand-alone Renewable Energy net loss to the attributable loss from Renewable Energy as reported under the management account income statement on page 15.

5. Hospitality & Commercial Real Estate (100% ownership)

Business description

Our hospitality & commercial real estate business is comprised of: (a) rent-earning commercial assets with targeted 10% yield and (b) hotel development business across Georgia with targeted 1,000 rooms. The hotel development business has already confirmed 1,121 rooms, of which, 152 are operational and 969 are in pipeline. Hospitality & Commercial Real Estate is 100% owned through m2.

Investment rationale

§ Record number of tourists visiting Georgia every year: 4.8 million visitors in 2018, up 16.9% y-o-y, 10.5% CAGR over the last 5 years;
§ Tourism inflows up 18.4% y-o-y from US$ 2.7bln in 2017 to US$ 3.2bln in 2018, 13.2% CAGR over the last 5 years;

Value creation potential

§ Grow portfolio of rent-earning assets through real estate developments and opportunistic acquisitions
§ Reach more than 1,000 hotel rooms in the next 3 years. Currently approximately 1,121 rooms of which 152 are operational and c.969 are in pipeline.

Value realisation outlook

We aim to spin-off yielding properties as a listed REIT managed by m2

2H18 and FY18 performance

A year of growth in Revenue, earnings, portfolio and pipeline

INCOME STATEMENT HIGHLIGHTS

GEL thousands, unless otherwise noted

2H18 2H17 Change 1H18 Change FY18 FY17 Change
Gross profit from operating leases 2,688 1,543 74.2% 1,900 41.5% 4,588 3,042 50.8%
Gross profit from hospitality services 1,488 - NMF 457 NMF 1,945 - NMF
Gross Real Estate Profit 4,354 1,543 NMF 2,407 80.9% 6,761 3,042 NMF
Revaluation of commercial property3 27,621 977 NMF - NMF 27,621 977 NMF
Operating expenses (2,285) (484) NMF (556) NMF (2,841) (650) NMF
Net operating income (NOI) 29,690 2,036 NMF 1,851 NMF 31,541 3,369 NMF
Profit (loss)4 26,806 1,884 NMF (410) NMF 26,396 3,135 NMF

CASH FLOW HIGHLIGHTS

2H18 2H17 Change 1H18 Change FY18 FY17 Change
Net cash flows from operating activities 4,063 1,350 NMF 1,607 NMF 5,670 2,689 NMF
Net cash flows used in investing activities (27,772) (24,240) 14.6% (51,672) -46.3% (79,444) (32,483) NMF
Net cash flows from financing activities 43,066 35,034 22.9% 44,669 -3.6% 87,735 40,372 NMF
Net Proceeds from borrowings 2,557 12,810 -80.0% 73,840 -96.5% 76,397 12,696 NMF
Cash, ending balance 28,616 14,806 93.3% 9,210 NMF 28,616 14,806 93.3%

BALANCE SHEET HIGHLIGHTS

Dec-18 Dec-17 Change
Cash and cash equivalents 28,615 14,805 93.3%
Investment property 225,343 56,770 NMF
Land bank 37,459 14,529 NMF
Commercial real estate 187,884 42,241 NMF
Total assets 294,833 130,022 NMF
Borrowings 104,557 14,749 NMF
Total equity 159,839 87,955 81.7%

(3) Value created on commercial property.

INCOME STATEMENT HIGHLIGHTS

Gross profit from operating leases in 2H18 increased 74.2% y-o-y and 41.5% h-o-h and was up 50.8% y-o-y in FY18 primarily due to the expansion of the commercial real estate portfolio, supported by high occupancy levels. The portfolio available for lease continues to be successfully leased with an occupancy rate and an average yield of 90.1% and 9.9% respectively in 2018, compared to 88.3% and 9.1% in 2017. The commercial real estate business obtains commercial space (ground floor) at residential developments from the housing development business and also acquires it opportunistically from third parties. Nearly 80% of the total commercial assets portfolio represents office and retail areas and another 20% residential and industrial spaces. Our first hotel, Ramada Encore on Kazbegi ave. has completed its ninth full month of operations, generating GEL 1.9 million of gross profit with US$ 74.6 ADR and 44.4% occupancy rate and earning net operating profit margin of 37.8% since its launch in March 2018. Revenue acceleration was supported by a pick up in occupancy levels, averaging 51.7% in 2H18 vs. 33.3% in 1H18. The hotel has a capacity of 152 rooms and is catering to the needs of the rapidly growing market for budget travellers in Georgia. In 2H18 Hospitality Business booked revaluation gain of GEL 25.8 million on two under construction and one operational hotel, while a revaluation gain of GEL 1.9 million was recorded on rent-generating assets. Management hires an independent, internationally recognized valuation company to determine the fair values of hotels after a predetermined construction progress threshold is reached.# BALANCE SHEET HIGHLIGHTS

At 31 December 2018, total assets of Hospitality & Commercial Real Estate were GEL 294.8 million (more than doubled from GEL 130.0 million at 31 December 2017) and was largely concentrated in investment property. In 2018 Commercial real estate increased more than four times compared to 31 December 2017 due to the commencement of construction of Ramada Melikishvili hotel, acquisition of under construction Gudauri hotel, completion of Ramada Encore Kazbegi Hotel and commercial portfolio expansion. Borrowings increased due to the funding of the on-going hotel developments and acquisition of a single commercial real estate asset, all of which was fully financed by Georgia Capital. In December 2018 Hospitality & Commercial Real Estate has initiated the process of placing US$ 30 million bonds into the local market backed by rental income stream from commercial properties. The bonds are being issued at par with a 3-year tenor and an annual coupon rate of 7.5%, payable quarterly. The Proceeds will be used to finance upcoming hotel developments. The hospitality business continued to build ground for its targeted 1,000 hotel rooms portfolio, by investing GEL 19 million in an under construction hotel in Gudauri and a land plot in Telavi for hotel development. The business has three hotel projects under construction - a luxury hotel on Gergeti street in Tbilisi with an expected 100 rooms, Melikishvili Avenue hotel in Tbilisi with expected 125 rooms and hotel in the leading ski resort of the Caucasus region, Gudauri with an expected 121 rooms. Additionally, there are 6 hotels in a design stage: (a) a hotel in Telavi with expected 130 rooms, (b) a hotel in Kutaisi with expected 121 rooms (c) a hotel in Akhasheni village, Kakheti, in eastern part of Georgia well-known to tourists for wine destination with expected 60 rooms (d) a business style 4 star hotel in old Tbilisi with expected 120 rooms and e) two hotels in mountainous Svaneti region with expected 192 rooms in total. The total capital needs to complete the construction and development of the hotels in the current pipeline is estimated at GEL 247.5 million, summarized in the table below:

Hotel Rooms Current Stage Target opening date[20] Total Cost excl. VAT US$ '000 Target ROIC[21]
Ramada Encore Kazbegi, Tbilisi 152 Operational Q1-2018 12,066
Gudauri 121 Construction Q2-2019 10,809
Seti Square in Mestia, Svaneti 72 Design Q4-2019 5,915
Ramada Melikishvili, Tbilisi 125 Construction Q1-2020 12,352
Gergeti, Tbilisi 100 Construction Q3-2020 23,473
Ramada Kutaisi 121 Design Q4-2020 9,535
Mestia, Svaneti 120 Design Q1-2021 10,096
Telavi 130 Design Q2-2021 12,735
Javakhishvili, Tbilisi 120 Design Q2-2021 14,144
Kakheti Wine & Spa 60 Design Q3-2021 7,500
Total 1,121

Cash flow highlights

The first operational Ramada Encore hotel added GEL 2.3 million to operating cash flow, which more than doubled from GEL 2.7 million in 2017 to GEL 5.7 million in 2018. As the hospitality & commercial real estate business progressed towards its targeted 1,000 hotel room portfolio in 2018, it continued to acquire under construction hotels and land plots for further development. Hospitality & Commercial Real estate targets 70%:30% debt to equity leverage ratio at hotels and during 2018 m2 received a loan from Georgia Capital with an outstanding balance of GEL 104.6 million (US$ 39.1 million) at 31 December 2018. The loan proceeds will be used primarily for on-going development, construction and growth of the hotel pipeline.

2019 OUTLOOK

The hospitality business plans to commence the construction of a Ramada hotel in Kutaisi in 1Q19 - currently in the design stage, complete the design stage of Telavi and Kakheti - Wine & Spa hotels and commission hotels in Gudauri and Seti Square Svaneti in 2019.

GEL millions, unless otherwise noted

Key highlights 2018 2017 change
Revenue 38.5 4.6 NMF
NOI 31.5 3.4 NMF
Development Capex 81.0 32.5 NMF
Maintenance Capex - - NMF
FCF (66.8) (29.8) NMF
Cash from operations 5.7 2.7 NMF
Net debt 91.7 24.2 NMF
Key performance metrics 2018 2017
Net investment 107.0
Dividend
ROIC1 16.4%

(1) Please see definition on page 53.

Capital Outlook through 2022
Capital needs2 225.1
of which, GCAP equity 39.6
of which, debt 185.5

(2) Gross capital needs, excluding dividend distribution.
(4) Please refer to page 38 for the reconciliation of FY18 stand-alone Hospitality & Commercial Real Estate net income to the attributable income from Hospitality & Commercial Real Estate as reported under the management account income statement on page 15.

6. Beverages (80% ownership)

Business description

Our Beverages combines three business lines: a wine business, a beer business and a distribution business. We produce and sell wine locally and export to 17 countries, while in our beer we have a 10-year exclusive license to produce Heineken brands in Georgia and sell them in the South Caucasus. Georgia Capital owns 80% of Beverages.

Investment rationale

§ High growth sector, which has doubled during the last 5 years to GEL 1.9 billion market
§ Beer consumption at one of the lowest levels in the wider region at 27.5 liters per capita
§ 50% CAGR growth in soft drinks export over the last 3 years
§ Georgia's favorable trade regimes (FTAs with EU and China) provide potential for export growth for beverages

Value creation potential

§ Best-in-class distribution network platform
§ 10-year exclusivity from Heineken to produce and sell beer in Georgia, Armenia and Azerbaijan
§ Grow vineyard base to 1,000 hectares, from current 436 hectares, over the next three years

Value realization outlook

Trade sale either of the whole business or parts

2H18 and FY18 performance

Outstanding growth in revenues driven by strong performance in the wine business

GEL thousands, unless otherwise noted

INCOME STATEMENT HIGHLIGHTS 2H18 2H17 change 1H18 change FY18 FY17 change
Consolidated Revenue 45,747 38,152 19.9% 30,467 50.2% 76,214 55,730 36.8%
Gross profit 17,996 15,687 14.7% 11,258 59.9% 29,254 22,378 30.7%
EBITDA (354) 1,763 NMF (6,087) -94.2% (6,441) 856 NMF
Net loss4 (19,206) (11,362) 69.0% (9,967) 92.7% (29,173) (14,393) NMF

Wine Business

2H18 2H17 change 1H18 change FY18 FY17 change
Revenue 19,495 12,455 56.5% 9,857 97.8% 29,352 20,427 43.7%
Gross profit 9,359 6,360 47.2% 4,683 99.9% 14,042 10,063 39.5%
Gross profit Margin 48.0% 51.1% 47.5% 47.8% 49.3%
Operating expenses (3,835) (2,416) 58.7% (3,056) 25.5% (6,891) (4,636) 48.6%
EBITDA 5,524 3,944 40.1% 1,627 NMF 7,151 5,427 31.8%
Net profit (94) 3,104 NMF 3 NMF (91) 4,137 NMF

Beer Business

2H18 2H17 change 1H18 change FY18 FY17 change
Revenue 16,057 15,426 4.1% 13,251 21.2% 29,308 17,927 63.5%
Gross profit 5,639 6,249 -9.8% 4,448 26.8% 10,087 6,956 45.0%
Gross profit Margin 35.1% 40.5% 33.6% 34.4% 38.8%
Operating expenses (11,809) (8,973) 31.6% (12,032) -1.9% (23,841) (12,489) 90.9%
EBITDA (6,170) (2,724) NMF (7,584) -18.6% (13,754) (5,533) NMF
Net loss (19,011) (15,216) 24.9% (9,464) NMF (28,475) (19,507) 46.0%

Distribution Business3

2H18 2H17 change 1H18 change FY18 FY17 change
Revenue 15,257 14,089 8.3% 9,639 58.3% 24,896 24,413 2.0%
Gross profit 3,168 3,029 4.6% 2,084 52.0% 5,252 5,166 1.7%
Gross profit Margin 20.8% 21.5% 21.6% 21.1% 21.2%
Operating expenses (2,819) (2,550) 10.5% (1,808) 55.9% (4,627) (4,438) 4.3%
EBITDA 349 479 -27.1% 276 26.4% 625 728 -14.1%
Net loss (30) 524 NMF (167) -82.0% (197) 308 NMF

In 2018 Georgia Capital continued to invest in the beverages business, successfully acquiring 100% equity stakes in the leading Georgian craft beer producer, Black Lion LLC (total consideration of US$ 3.2 million) in February 2018 and in the prominent winery Kindzmarauli Marani LLC (total consideration of US$ 9.5 million). Through the acquisition of Kindzmarauli, which added 350 hectares of vineyards, bringing the total vineyard base to 436 hectares, our wine business is now a top three winery in Georgia in terms of the vineyard base. Therefore, management expects to minimize reliance on purchased grapes in the coming years and as a result, manage gross profit margin levels. Beverages revenue in 2H18 was up 19.9% y-o-y and 50.2% h-o-h and for 2018 was up 36.8%. The increase was driven by revenues generated from the beer & lemonade business line and by mostly organic growth in the wine business supported by the country's strong export markets growing at 13% y-o-y in 2018 reaching record high 86.2 million wine bottle export sales. In line with the market growth, our wine bottle sales also increased significantly by 22% from c. 3.5 million bottles in 2017 to 4.3 million in 2018. Topline growth was also supported by the GEL 2.9 million revaluation gain on grapes recorded in December 2018, driven by our increased vineyard base through the Kindzmarauli acquisition. Beverages achieved a well-diversified revenue mix in 2018: wine (41%); distribution (21%) and beer & lemonade (38%). The wine business maintained a solid gross profit margin of 48% in 2018, compared to 49% in 2017, despite discontinuation of the Government subsidy on grapes, which adversely affected grape purchase prices for the business and therefore, the cost of goods sold. Wine EBITDA increased by 31.8% y-o-y. Beer EBITDA was negative GEL 6.2 million in 2H18 and negative GEL 13.8 million in 2018, compared to negative GEL 2.7 million in 2H17 and negative GEL 7.6 million in 1H18. During 2017, the beer business actively invested in beer facilities to accommodate the launch of its beer & lemonade businesses, however, the launch of key Heineken brands was delayed, thereby negatively impacting the 2018 performance. Based on the updated timeline, Heineken and Amstel production are expected to commence in 1H19. Starting from 2H18 Beverages has strengthened its beer business with a new CEO and COO and new management decreased the negative EBITDA contribution by 18.6% h-o-h in 2H18 on the back of efficient cost management. Our beer business is actively working on export markets and first batch of lemonade was exported in Russia in December 2018.# 2019 OUTLOOK

The wine business expects to maintain high double-digit revenue growth on strategic export markets, while diversifying the export revenue streams. At the same time the wine business plans to invest in improving the quality processes, renewing production facilities and acquiring additional vineyards to further increase production capacity and reduce cost of goods sold. On the back of improvement in the quality processes, the business is expected to enter the premium wine segment, thereby diversifying its current product mix.

The beer business plans to achieve 20% volume market share in beer by the end of 2019, by launching the Heineken brands in 1H19, improving product mix, launching new brands, enhancing the distribution platform and targeted marketing.

GEL millions, unless otherwise noted Key highlights 2018 2017 change
Revenue 76.2 55.7 36.8%
EBITDA (6.4) 0.9 NMF
Dev. Capex 32.4 30.6 5.6%
Maint. Capex 0.4 - NMF
FCF (42.1) (40.0) -5.3%
Cash from operations (13.8) (9.8) 39.7%
Net debt 107.1 49.6 115.9%
Key performance metrics
Net investment 116.0
2018 dividend -
ROIC¹ -11.4%

(1) Please see definition on page 53.

Capital Outlook through 2022

Capital needs² 104.0
of which, equity 37.0
of which, debt 67.0

² Gross capital needs, excluding dividend distribution.

³ Starting from 4Q18 distribution business represents separate business line after reorganization within the company, therefore results of distribution business line for comparative periods differ from the one presented in the previous announcements.

⁴ Please refer to page 38 for the reconciliation of FY18 stand-alone Beverages net loss to the attributable loss from Beverages as reported under the management account income statement on page 15.

GHG (57% ownership)

Business description

GHG is the largest integrated player in the fast-growing healthcare ecosystem in Georgia, which has an aggregated value of GEL 3.5 billion. GHG is comprised of three different business lines: healthcare services business (consisting of hospitals and clinics), pharmacy and distribution business and medical insurance business. GHG's shares are listed on the London Stock Exchange. GHG's results are available at ghg.com.ge Georgia Capital owns 57.0% of GHG at 31 December 2018 (31 December 2017: 57.0%).

Investment rationale

  • Very low base: healthcare services spending per capita only US$ 325
  • Growing market: healthcare spending growth estimated at 8% CAGR 2018-2021

Value creation potential

  • High-growth potential driven by opportunity to develop medical tourism and Polyclinics (outpatient clinics)
  • Only integrated player in the region with significant cost advantage in scale and synergies
  • Well positioned to take advantage of the expected long term macroeconomic and structural growth drivers

Value realisation outlook

Monetisation of the existing stake through sales

2H18 and FY18 performance

The completion of significant investment programme now beginning to be reflected in business performance, delivering GEL 132 million FY18 EBITDA

GEL thousands, unless otherwise noted 2H18 2H17 Change 1H18 Change FY18 FY17 Change
Consolidated Revenue 430,437 376,702 14.3% 419,480 2.6% 849,917 747,750 13.7%
EBITDA 69,643 56,993 22.2% 62,631 11.2% 132,274 108,148 22.3%
Net Profit³ 24,849 21,698 14.5% 28,390 -12.5% 53,239 45,940 15.9%
Of which, attributable to the shareholders of the company 16,245 14,046 15.7% 18,189 -10.7% 34,434 29,050 18.5%

Healthcare services business

2H18 2H17 Change 1H18 Change FY18 FY17 Change
Revenue 154,574 132,448 16.7% 151,024 2.4% 305,598 265,396 15.1%
EBITDA 38,654 34,957 10.6% 37,354 3.5% 76,008 70,071 8.5%
EBITDA margin (%) 25.0% 26.4% 24.7% 24.9% 26.4%
Net Profit 7,254 12,239 -40.7% 8,879 -18.3% 16,133 27,360 -41.0%

Pharmacy and distribution business

2H18 2H17 Change 1H18 Change FY18 FY17 Change
Revenue 264,387 227,974 16.0% 254,191 4.0% 518,578 450,315 15.2%
EBITDA 27,654 21,247 30.2% 24,561 12.6% 52,215 38,854 34.4%
EBITDA margin (%) 10.5% 9.3% 9.7% 10.1% 8.6%
Net Profit 14,891 9,484 57.0% 19,266 -22.7% 34,157 21,182 61.3%

Medical insurance business

2H18 2H17 Change 1H18 Change FY18 FY17 Change
Net insurance premiums earned 28,107 26,335 6.7% 27,005 4.1% 55,112 53,710 2.6%
EBITDA 3,335 789 NMF 716 NMF 4,051 (436) NMF
Net Profit/ (Loss) 2,704 (25) NMF 245 NMF 2,949 (2,602) NMF

CASH FLOW HIGHLIGHTS

FY18 FY17 Change
Net cash flow from operating activities 99,580 58,239 71.0%
EBITDA to cash conversion 75% 54% +21ppts
Net cash used in investing activities (85,347) (128,748) -33.7%
Net cash flow from financing activities (26,917) 96,647 NMF
Cash and cash equivalents, beginning 48,840 23,239 110.2%
Cash and cash equivalents, ending 36,154 48,840 -26.0%

GHG delivered double-digit y-o-y growth in consolidated revenues both for the full year and for 2H18, driven by double-digit growth in healthcare services and pharmacy and distribution businesses revenues. The y-o-y healthcare revenue growth was largely driven by a successful ramp-up of the newly launched hospitals. Tbilisi Referral Hospital contributed GEL 17.7 million to 2018 revenues, reaching 46.5% occupancy rate in 4Q18 and Regional Hospital's occupancy rate was 32.7% in 4Q18, adding GEL 21.0 million to 2018 revenues. By the end of 2018 GHG entered into the Georgian dental market by launching dental clinics within the Group's polyclinics, aiming to consolidate this highly fragmented market, with an estimated annual market size of GEL 100 million, where no single player in Georgia has previously been able to establish a scalable business. During 2018, GHG continued to focus on extracting operating efficiencies and synergies across the business lines. The gross margin in the pharmacy and distribution business continued to improve 100 bps y-o-y in 2018, mainly as a result of ongoing negotiations with manufacturers for price discounts. GHG is the largest purchaser of pharmaceuticals in Georgia. The healthcare services business gross margin remained strong at around 41.9% in 2018, despite the flagship hospitals roll-out phase and the impact of the Government's changes to Universal Healthcare Programme (UHC) effective from May 2017. As a result of new initiatives that the medical insurance business implemented since 2Q18, its loss ratio improved significantly 690 bps y-o-y in 2018. Insurance business has significantly improved claims retention rates within the Group, total claims retained within the Group was up 690 bps y-o-y and total claims retained on outpatient services was also up 1,120 bps y-o-y in 2018.

Healthcare services EBITDA margin was 25.0% in 2H18 and 24.9% in 2018, compared to 26.4% in both 2H17 and 2017, reflecting the planned significant investment and roll-out phase of newly launched hospitals and polyclinics. The EBITDA margin for referral hospitals and community clinics was 25.7% in FY18 (27.2% in FY17). Excluding the dilutive effect of roll-outs, the EBITDA margin was towards targeted level, 28.7% in FY18. The pharmacy and distribution business delivered outstanding performance and on the back of extracted procurement synergies posted record high EBITDA margin above 10% in both 2H18 (10.5%) and 2018 (10.1%), substantially exceeding its "more than 8%" medium term target. The medical insurance business made a solid contribution of GEL 3.3 million in 2H18 and GEL 4.1 million in 2018 to GHG's EBITDA, after improved operational efficiency over the last 18 months.

Cash flow highlights

Net cash flows from operating activities was up 71.0% y-o-y in 2018 to GEL 99.6 million on the back of strong EBITDA performance and a substantially improved EBITDA to cash conversion ratio. After a number of hospital openings in 2018, benefits of the major investment programme started to materilise and was reflected in the reduced working capital needs. As a result, EBITDA to cash conversion ratio improved considerably, reaching 75.3%, which is expected to further improve going forward. In FY18 GHG spent a total of GEL 63.7 million on capital expenditures ("capex"), of which maintenance capex was GEL 11.1 million. With the opening of the Mega Laboratory ("Mega Lab"), GHG has now completed its three-year intensive capital expenditure phase. 2018 was the final year of the major investment programme and investment volume slowed (development capex outflow down 34.1% y-o-y) as the projects completed. With the improved operational cash flow and declining investment volume, the Group has stabilised the needs for new borrowings. Net outflow from financing activities amounted to GEL 26.9 million, which reflects only marginal excess of new funding over the repaid borrowings during the year and interest payments.

Please refer to GHG's announcement for more details at http://ghg.com.ge/uploads/files/GHG%20PLC%204Q%20and%20FY%202018%20Results.pdf

GEL millions, unless otherwise noted Key highlights 2018 2017 change
Revenue 849.9 747.8 13.7%
EBITDA 132.3 108.1 22.3%
Development Capex 52.6 79.7 -34.1%
Maintenance Capex 11.1 9.6 15.5%
FCF (12.7) 25.6 NMF
Cash from operations 99.6 58.2 71.0%
Net debt 342.4 296.9 15.3%
Key performance metrics
Net investment 128,9
2018 dividend -
ROIC¹ 11.0%
ROIC adjusted² 13.9%

(1) Please see definition on page 53.
(2) Return on invested capital is adjusted to exclude newly launched hospitals and polyclinics that are in roll-out phase.
(3) Please refer to page 38 for the reconciliation of FY18 stand-alone GHG net income to the attributable income from GHG as reported under the management account income statement on page 15.# Reconciliation of adjusted IFRS measures to consolidated IFRS figures

Income statement reconciliation for FY18

GEL thousands, unless otherwise noted

GHG BOG Water Utility Housing Development P&C Insurance Renewable Energy Hospitality & Commercial Beverages Other Corporate Center Inter- Business Eliminations/ Consolidations Group Total
Income before income taxes, provisions and adjustments 21,373 91,196 43,635 6,929 17,597 (645) 28,808 (19,590) (1,438) 48,690 - 236,555
Adjustment for dividend income accrual - - - - - - - - - (72,504) - (72,504)
Provision - - - - - - - - - 356 - 356
Net Income (Management accounts) 21,373 91,196 43,635 6,929 17,597 (645) 28,808 (19,590) (1,438) (23,458) - 164,407
Non-recurring expense (1,276) (15,846) (6,121) (6,224) (652) 375 (1,333) (1,418) 24 (23,449) - (55,920)
Net foreign currency (loss) / gain - - (4,969) (486) 137 (261) (1,083) (1,462) 88 (22,900) - (30,936)
Reversal of BoGG attributable earning - (75,350) - - - - - - - - - (75,350)
Adjustment for BOGG dividend income - - - - - - - - - 23,875 - 23,875
Profit attributable to non-controlling shareholders 33,138 - - - - (285) 3 (6,446) - - - 26,410
Reversal of hotel revaluations for Group reporting purposes - - - - - - - - - - (27,061) (27,061)
Reversal of FX gain on preferred stock issued by m2 - - - - - - - - - - (1,894) (1,894)
Other - - - - - - - - - - (6,619) (6,619)
Profit for the period (IFRS Consolidated) 53,235 - 32,545 219 17,082 (816) 26,395 (28,916) (1,326) (45,932) (35,575) 16,911

Income statement reconciliation for FY17

GEL thousands, unless otherwise noted

GHG BOG Water Utility Housing Development P&C Insurance Renewable Energy Hospitality & Commercial Beverages Corporate Center Inter- Business Eliminations/ Consolidations Group Total
Income before income taxes, provisions and adjustments 20,890 - 39,156 22,140 16,091 (838) 3,090 (6,619) 13,602 - 107,512
Adjustment for dividend income accrual - - - - - - - - (35,000) - (35,000)
Provision - - - - - - - - (2,039) - (2,039)
Net Income (Management accounts) 20,890 - 39,156 22,140 16,091 (838) 3,090 (6,619) (23,437) - 70,473
Non-recurring expense (2,995) - (1,136) (127) - 8 (2) 507 - - (3,745)
Net foreign currency (loss) / gain - - (482) 41 209 (741) - (5,172) 7,508 - 1,363
Profit attributable to non-controlling shareholders 27,955 - - - - 141 - (3,957) - - 24,139
Realized gain from sale portfolio company shares - - - - - - - - 90,275 (90,275) -
Other - - - - - - - - - 2,039 2,039
Profit for the period (IFRS Consolidated) 45,850 - 37,538 22,054 16,300 (1,430) 3,088 (15,241) 74,346 (88,236) 94,269

Balance sheet reconciliation, 31 December 2018

GEL thousands, unless otherwise noted

GHG BOG Water Utility Housing Development P&C Insurance Renewable Energy Hospitality & Commercial Beverages Other Corporate Center Inter- Business Eliminations/ Consolidations Group Total
Adjusted Values 520,332 457,495 431,017 66,785 130,524 61,182 149,079 61,027 5,933 (195,154) - 1,688,220
Fair Value Adjustment of private companies - - (160,531) - (71,949) - 1,894 22,344 - - - (208,242)
Reallocation from/to corporate center - - - - (2,341) - - (39,289) - 20,777 20,853 -
Substitution of GHG's market value by book value attributable to shareholders of GCAP (224,643) - - - - - - - - - - (224,643)
Reversal of Hotel revaluations for Group reporting purposes - - - - - - - - - - (27,061) (27,061)
Provision of interest accrued on preferred stock - - - - - - - - - - 1,103 1,103
GHG Hospitals and clinics accounted at cost for GCAP consolidation purposes - - - - - - - - - - (9,246) (9,246)
m2 long-term share-based compensation adjustment for consolidation purposes - - - - - - - - - - (5,297) (5,297)
Transfer of Market value of 19.9% in BOG to Corporate Center - (457,495) - - - - - - - 457,495 - -
Foreign currency revaluation adjustment for Preferred stock - - - - - - (1,894) - - - - (1,894)
Reversal of goodwill recognized on acquisition of non-controlling stake in Kindzamarauli - - - - - - - - - - (7,022) (7,022)
Other - - - - - - - - - - (4,103) (4,103)
Total equity attributable to shareholders of Georgia Capital (IFRS) 295,689 - 270,486 66,785 56,234 61,182 149,079 44,082 5,933 283,118 (35,575) 1,201,815

Balance sheet reconciliation, 31 December 2017

GEL thousands, unless otherwise noted

GHG BOG Water Utility Housing Development P&C Insurance Renewable Energy Hospitality & Commercial Beverages Corporate Center Inter- Business Eliminations/ Consolidations Group Total
Adjusted Values 933,481 - 498,181 75,609 141,480 51,511 78,142 72,457 (10,414) - 1,840,447
Fair Value Adjustment of private companies - - (230,258) - (90,287) - - (8,820) (6) 6 (329,365)
Reallocation from/to corporate center - - - - (2,341) (34,221) - (6,128) 34,221 8,469 -
Substitution of GHG's market value by Book value attributable to shareholders of GCAP (650,976) - - - - - - - - - (650,976)
Provision of interest accrued on preferred stock - - - - - - - - - 2,039 2,039
Deduction of GCAP's shares held by portfolio companies - - - - - - - - - (2,751) (2,751)
GHG Hospitals and clinics accounted at cost for GCAP consolidation purposes - - - - - - - - - (9,283) (9,283)
m2 long-term share-based compensation adjustment for consolidation purposes - - - - - - - - - (2,317) (2,317)
Other - - - - - - - - - (3,131) (3,131)
Total equity attributable to shareholders of Georgia Capital (IFRS) 282,505 - 267,923 75,609 48,852 17,290 78,142 57,509 23,801 (6,968) 844,663

Reconciliation of stand-alone IFRS net income to Management Account Income Statement

Stand-alone IFRS income statement Management accounts Net income (loss) (1) Net foreign currency loss (gain) (2) Net non-recurring expense (gain) (3) Net adjusted earnings of portfolio companies (4) = (1)+(2)+(3) Attributable income to GCAP[22]
GCAP (69,803) 22,896 23,449 (23,458) (23,458)
Attributable income of listed portfolio companies 431,881 - 81,815 513,696 112,569
of which, BoG PLC 378,642 - 79,628 458,270 91,196
of which, GHG PLC 53,239 - 2,187 55,426 21,373
Attributable income of private portfolio companies 45,107 7,426 16,599 69,132 75,296
Late stage 50,026 5,139 12,996 68,161 68,161
of which, Water Utility 32,545 4,970 6,120 43,635 43,635
of which, Housing Development 399 306 6,224 6,929 6,929
of which, P&C Insurance 17,082 (137) 652 17,597 17,597
Early stage (3,593) 2,375 3,626 2,408 8,573
of which, Renewable Energy (816) (577) 401 (992) (645)
of which, Hospitality and Commercial 26,396 1,073 1,339 28,808 28,808
of which, Beverages (29,173) 1,879 1,886 (25,408) (19,590)
Pipeline (1,326) (88) (23) (1,437) (1,438)
Total net income 407,185 30,322 121,863 559,370 164,407

Detailed financial information

CONSOLIDATED IFRS INCOME STATEMENT

GEL thousands, unless otherwise noted

2H18 2H17 change 1H18 8.2% 1,282,866 1,127,170 13.8%
Revenue 666,699 586,256 13.7% 616,167
Cost of sales (406,156) (365,027) 11.3% (390,035) 4.1% (796,191) (695,709) 14.4%
Gross profit 260,543 221,229 17.8% 226,132 15.2% 486,675 431,461 12.8%
Operating expenses (146,170) (110,779) 31.9% (122,814) 19.0% (268,984) (213,340) 26.1%
EBITDA 114,373 110,450 3.6% 103,318 10.7% 217,691 218,121 -0.2%
Share in profit of associates 247 165 49.7% - NMF 247 376 -34.3%
Dividend income 23,875 - NMF - NMF 23,875 - NMF
Depreciation and amortisation (39,237) (29,774) 31.8% (34,918) 12.4% (74,155) (54,031) 37.2%
Net foreign currency (loss)/ gain (42,332) (7,992) NMF 4,786 NMF (37,546) (6,737) NMF
Interest income 12,573 5,115 NMF 10,702 17.5% 23,275 8,909 NMF
Interest expense (48,382) (31,369) 54.2% (43,237) 14.9% (91,619) (60,903) 50.4%
Net operating income before non-recurring items 21,117 46,595 -54.7% 40,651 -48.1% 61,768 105,735 -41.6%
Net non-recurring items (4,421) (1,960) NMF (36,830) -88.0% (41,251) (5,330) NMF
Profit before income tax expense 16,696 44,635 -62.6% 3,821 NMF 20,517 100,405 -79.6%
Income tax expense (2,140) (4,193) -49.0% (1,466) 46.0% (3,606) (6,136) -41.2%
Profit for the period 14,556 40,442 -64.0% 2,355 NMF 16,911 94,269 -82.1%
Total profit / (loss) attributable to:
- shareholders of Georgia Capital PLC 3,648 29,634 -87.7% (13,144) NMF (9,496) 70,125 NMF
- non-controlling interests 10,908 10,808 0.9% 15,499 -29.6% 26,407 24,144 9.4%
- basic and diluted earnings per share 0.09 0.94 -90.4% (0.35) NMF (0.26) 2.34 NMF

CONSOLIDATED IFRS STATEMENT OF CASH FLOW

GEL thousands, unless otherwise noted

2018 2017 Change
Net Cash flow from operating activities 163,502 155,024 5.5%
Net cash flows used in investing activities (590,182) (428,494) 37.7%
Net cash from financing activities 296,946 522,340 -43.2%
Effect of exchange rates changes on cash and cash equivalents (8,417) (12,657) -33.5%
Net (decrease) increase in cash and cash equivalents (138,151) 236,213 NMF
Cash and cash equivalents, beginning of the year 346,241 158,868 NMF
Cash and cash equivalents of disposal group held for sale beginning of the year 48,840 - NMF
Cash and cash equivalents of disposal group held for sale, end of the year - 48,840 NMF
Cash and cash equivalents, end of the year 256,930 346,241 -25.8%

CONSOLIDATED BALANCE SHEET

GEL thousands, unless otherwise noted

Dec-18 Dec-17 Change
Cash and cash equivalents 256,930 346,241 -25.8%
Amounts due from credit institutions 40,299 38,141 5.7%
Debt securities owned 71,824 31,907 NMF
Equity investments at fair value 457,495 1,153 NMF
Accounts receivable 170,228 35,337 NMF
Insurance premiums receivable 57,801 30,855 87.3%
Inventories 278,615 80,110 NMF
Investment properties 151,232 159,989 -5.5%
Prepayments 117,909 87,760 34.4%
Income tax assets 2,405 1,374 75.0%
Property and equipment 1,671,917 657,635 NMF
Goodwill 142,095 21,935 NMF
Intangible assets 51,634 5,457 NMF
Other assets 251,462 69,870 NMF
Assets of disposal group held for sale - 1,148,584 NMF
Total assets 3,721,846 2,716,348 37.0%
Accounts payable 143,114 42,987 NMF
Insurance contracts liabilities 68,207 46,403 47.0%
Income tax liabilities 1,119 860 30.1%
Deferred income 62,059 73,066 -15.1%
Borrowings 764,355 650,734 17.5%

Consolidated Statement of Financial Position

GEL thousands unless otherwise noted 31-Dec-18 31-Dec-17 %
Assets
Cash and cash equivalents 299,650 264,546 13.3%
Investments in portfolio companies 1,883,374 1,675,132 12.4%
Loans issued 305,480 305,480 0.0%
Property, plant and equipment 149,079 150,973 -1.3%
Right-of-use assets 61,182 61,182 0.0%
Investment property 130,524 58,575 NMF
Intangible assets 431,017 270,486 59.3%
Deferred tax assets 66,785 66,785 0.0%
Other assets 5,933 5,933 0.0%
Total assets 3,721,846 2,716,348 37.0%
Liabilities and Equity
Liabilities
Trade and other payables 235,771 63,206 NMF
Borrowings 916,401 77,835 NMF
Debt securities issued 235,771 63,206 NMF
Other liabilities - 619,029 NMF
Liabilities of disposal group held for sale 2,191,026 1,574,120 39.2%
Total liabilities
Total equity
Total equity attributable to shareholders of Georgia Capital PLC 1,201,815 844,663 42.3%
Non-controlling interests 329,005 297,565 10.6%
Total equity 1,530,820 1,142,228 34.0%
Total liabilities and equity 3,721,846 2,716,348 37.0%

Fair value NAV comparison with book value NAV

Georgia Capital Number of Shares Ownership % Fair value Book value Change amount Change (%)
GEL thousands unless otherwise noted 31-Dec-18 31-Dec-18 31-Dec-18 31-Dec-18 31-Dec-18 31-Dec-18
Listed portfolio companies 977,827 977,827 - 0.0%
Georgia Healthcare Group PLC 75,118,503 57.0% 520,332 520,332 - 0.0%
Bank of Georgia Group PLC 9,784,716 19.9% 457,495 457,495 - 0.0%
Private portfolio companies 905,547 697,305 208,242 29.9%
Late Stage 628,326 395,846 232,480 58.7%
Water Utility 100.0% 431,017 270,486 160,531 59.3%
Housing Development 100.0% 66,785 66,785 - 0.0%
P&C Insurance 100.0% 130,524 58,575 71,949 NMF
Early Stage 271,288 295,526 (24,238) -8.2%
Renewable Energy 65.0% 61,182 61,182 - 0.0%
Hospitality and Commercial 100.0% 149,079 150,973 (1,894) -1.3%
Beverage 80.0% 61,027 83,371 (22,344) -26.8%
Pipeline (at cost) 5,933 5,933 - 0.0%
Education 100.0% 7,071 7,071 - 0.0%
Other 100.0% (1,138) (1,138) - 0.0%
Total Portfolio Value 1,883,374 1,675,132 208,242 12.4%
Net Debt (196,915) (196,915) - 0.0%
of which, Cash and liquid funds 299,650 299,650 - 0.0%
of which, Loans issued 305,480 305,480 - 0.0%
of which, Gross Debt (802,045) (802,045) - 0.0%
Net other assets/ (liabilities) 1,762 1,762 - 0.0%
Net Asset Value 1,688,221 1,479,979 208,242 14.1%
Shares outstanding 35,816,947
Net Asset Value per share (GEL) 47.13 41.32 5.81 14.1%
Net Asset Value per share (GBP) 13.88 12.17 1.71 14.1%

GCAP CASH FLOW HIGHLIGHTS

2H18 2H17 Change 1H18 Change FY18 FY17 Change
Gel thousands unless otherwise noted y-o-y h-o-h y-o-y
Dividends received 62,446 28,000 NMF 10,000 NMF 72,446 28,000 NMF
Interest received 17,484 1,267 NMF 10,426 67.7% 27,909 1,457 NMF
Interest paid (24,053) - NMF (21,785) 10.4% (45,838) - NMF
Cash outflow from Operations before operating expenses 55,877 29,267 90.9% (1,359) NMF 54,517 29,457 85.1%
GCAP operating expenses (7,726) (884) NMF (2,787) NMF (10,513) (1,129) NMF
Cash outflow from operations 48,151 28,383 69.6% (4,147) NMF 44,004 28,328 55.3%
Investments in portfolio companies (8,217) (16,738) -50.9% (19,700) -58.3% (27,917) (28,196) -1.0%
Loans Issued (25,467) - NMF (249,635) -89.8% (275,102) (7,000) NMF
Investments in preferred stock of portfolio companies (38,102) - NMF (19,029) NMF (57,131) - NMF
Proceeds from sale of shares in portfolio companies - - NMF - NMF - 108,780 NMF
Purchase of PPE (924) - NMF - NMF (924) - NMF
Cash outflow on investing activities (72,710) (16,738) NMF (288,364) -74.8% (361,074) 73,584 NMF
Share buybacks (37,834) - NMF (49,580) -23.7% (87,414) - NMF
Cash outflow on buybacks (37,834) - NMF (49,580) -23.7% (87,414) - NMF
Increase in capital - 44,826 NMF - NMF - 47,075 NMF
Proceeds from debt securities issued - - NMF 715,729 -100.0% 715,729 - NMF
Repayment of borrowings from former parent company - (11,636) NMF (248,295) -100.0% (248,295) (19,617) NMF
Proceeds from borrowings - 119,030 NMF - NMF - 125,330 NMF
Cash inflow from financing activities - 152,220 NMF 467,434 -100.0% 467,434 152,788 NMF
Demerger related outflows (8,352) - NMF (24,245) -65.6% (32,597) - NMF
Fx Effect & Fair valuation 18,393 7,185 NMF (13,642) NMF 4,751 6,606 -28.1%
Net cash flow (52,352) 171,050 NMF 87,456 NMF 35,104 261,306 -86.6%
Beginning cash and liquid funds 352,002 93,496 NMF 264,546 33.1% 264,546 3,240 NMF
Ending cash and liquid funds 299,650 264,546 13.3% 352,002 -14.9% 299,650 264,546 13.3%

Private portfolio companies - IFRS Accounts

INCOME STATEMENT Water Utility

2H18 2H17 Change 1H18 Change FY18 FY17 Change
GEL thousands, unless otherwise noted
Revenue from water supply to legal entities 50,078 47,055 6.4% 42,150 18.8% 92,228 85,983 7.3%
Revenue from water supply to individuals 19,984 16,869 18.5% 19,602 1.9% 39,586 32,921 20.2%
Revenue from electric power sales 4,330 6,661 -35.0% 4,722 -8.3% 9,052 9,755 -7.2%
Revenue from technical support 1,438 1,192 20.6% 1,303 10.4% 2,741 2,604 5.3%
Other income 3,465 2,642 31.2% 2,055 68.6% 5,520 3,737 47.7%
Revenue 79,295 74,419 6.6% 69,832 13.6% 149,127 135,000 10.5%
Salaries and benefits (9,139) (9,622) -5.0% (9,476) -3.6% (18,615) (18,920) -1.6%
Electricity and transmission costs (9,334) (9,418) -0.9% (9,361) -0.3% (18,695) (18,303) 2.1%
Other operating expenses (12,684) (13,355) -5.0% (10,741) 18.1% (23,425) (23,529) -0.4%
Operating expenses (31,157) (32,395) -3.8% (29,578) 5.3% (60,735) (60,752) 0.0%
Provisions for doubtful trade receivables (2,011) (550) NMF (3,022) -33.5% (5,033) (1,675) NMF
EBITDA 46,127 41,474 11.2% 37,232 23.9% 83,359 72,573 14.9%
EBITDA Margin 58% 56% 53% 56% 54%
Depreciation and amortization (13,308) (10,393) 28.0% (12,085) 10.1% (25,393) (20,213) 25.6%
EBIT 32,819 31,081 5.6% 25,147 30.5% 57,966 52,360 10.7%
EBIT Margin 41% 42% 36% 39% 39%
Net interest expense (7,077) (7,283) -2.8% (7,253) -2.4% (14,330) (12,408) 15.5%
Net non-recurring expenses (637) (884) -27.9% (5,484) -88.4% (6,121) (1,135) NMF
Foreign exchange (loss) gain (9,360) (419) NMF 4,390 NMF (4,970) (482) NMF
EBT 15,745 22,495 -30.0% 16,800 -6.3% 32,545 38,335 -15.1%
Profit 15,745 21,951 -28.3% 16,800 -6.3% 32,545 37,401 -13.0%

STATEMENT OF CASH FLOW Water Utility

2H18 2H17 Change 1H18 Change FY18 FY17
GEL thousands, unless otherwise noted
Cash received from customers 78,442 74,645 5.1% 66,031 18.8% 144,473 131,403
Cash paid to suppliers (20,810) (22,132) -6.0% (18,096) 15.0% (38,906) (38,932)
Cash paid to employees (8,381) (8,367) 0.2% (9,246) -9.4% (17,627) (16,514)
Interest received 245 936 -73.8% 235 4.3% 480 1,501
Taxes paid 1,502 (4,033) NMF (8,332) NMF (6,830) (7,308)
Cash flow from operating activities before maintenance capex 50,998 41,049 24.2% 30,592 66.7% 81,590 70,150
Maintenance capex (10,096) (9,002) 12.2% (12,444) -18.9% (22,540) (23,203)
Operating cash flow 40,902 32,047 27.6% 18,148 NMF 59,050 46,947
Purchase of PPE and intangible assets (71,383) (77,810) -8.3% (77,070) -7.4% (148,453) (113,605)
Proceeds from PPE and investment property sale 570 - NMF 1,458 -60.9% 2,028 -
CAPEX VAT 6,607 7,238 -8.7% 8,193 -19.4% 14,800 11,134
Restricted cash in Bank 3,024 (3,914) NMF 3,509 -13.8% 6,533 (2,553)
Total cash used in investing activities (61,182) (74,486) -17.9% (63,910) -4.3% (125,092) (105,024)
Proceeds from borrowings 44,105 219,570 -79.9% 27,522 60.3% 71,627 252,516
Repayment of borrowings (442) (109,344) -99.6% (297) 48.8% (739) (118,337)
Interest paid (10,722) (7,564) 41.8% (9,718) 10.3% (20,440) (12,831)
Dividend paid (28,840) (28,244) 2.1% - NMF (28,840) (28,244)
Contributions under share-based payment plan (1,529) (4,941) -69.1% (779) 96.3% (2,308) (4,941)
Total cash flow from financing activities 2,572 69,477 -96.3% 16,728 -84.6% 19,300 88,163
Effect of exchange rates changes on cash 946 4,746 -80.1% (2,454) NMF (1,508) 4,365
Total cash (outflow)/inflow (16,762) 31,784 NMF (31,488) -46.8% (48,250) 34,451
Cash, beginning balance 30,475 30,179 1.0% 61,963 -50.8% 61,963 27,512
Cash, ending balance 13,713 61,963 -77.9% 30,475 -55.0% 13,713 61,963

BALANCE SHEET Water Utility

Dec-18 Dec-17 Change
GEL thousands, unless otherwise noted
Inventories 3,913 3,787 3.3%
Trade and other receivables 19,657 23,738 -17.2%
Prepaid taxes other than income tax 1,465 2,243 -34.7%
Prepayments 1,647 1,764 -6.6%
Other current assets 436 8,168 -94.7%
Cash and cash equivalents 13,713 61,963 -77.9%
Total current assets 40,831 101,663 -59.8%
Property, plant and equipment 586,207 441,556 32.8%
Investment Property 9,865 11,286 -12.6%
Intangible assets 1,299 2,026 -35.9%
Other non-current assets 1,065 11,405 -90.7%
Total non-current assets 598,436 466,273 28.3%
Total assets 639,267 567,936 12.6%
Current borrowings 20,170 1,341 NMF
Trade and other payables 24,287 32,778 -25.9%
Other current liabilities 1,356 541 NMF
Total current liabilities 45,813 34,660 32.2%
Long term borrowings 300,076 246,015 22.0%
Deferred income 22,869 19,475 17.4%
Total non-current liabilities 322,968 265,490 21.6%
Total liabilities 368,781 300,150 22.9%
Total equity 270,486 267,786 1.0%
Total liabilities and equity 639,267 567,936 12.6%

INCOME STATEMENT Housing Development

2H18 2H17 Change 1H18 Change FY18 FY17 Change
GEL thousands, unless otherwise noted
Gross profit from apartments sale 3,040 5,896 -48.4% 6,405 -52.5% 9,445 8,036 17.5%
Gross profit from construction management 4,254 - NMF 1,080 NMF 5,334 - NMF
Other income 47 218 -78.4% 109 -56.9% 156 277 -43.7%
Gross Real Estate Profit 7,341 6,114 20.1% 7,594 -3.3% 14,935 8,313 79.7%
Revaluation of commercial property 3,213 (199) NMF 2,311 39.0% 5,524 21,586 -74.4%
Operating expenses (6,840) (4,708) 45.3% (4,742) 44.2% (11,582) (7,929) 46.1%
EBITDA 3,714 1,207 NMF 5,163 -28.1% 8,877 21,970 -59.6%
Profit before non-recurring items 2,143 1,340 59.9% 4,480 -52.2% 6,623 22,162 -70.1%
Net non-recurring items (1,781) (237) NMF (4,443) -59.9% (6,224) (126) NMF
Profit 362 (406) NMF 37 NMF 399 20,527 -98.1%

STATEMENT OF CASH FLOW Housing Development

2H18 2H17 Change 1H18 Change FY18 FY17 Change
GEL thousands, unless otherwise noted
Proceeds from sales of apartments 43,555 66,595 -34.6% 37,137 17.3% 80,692 112,215 -28.1%
Outflows for development (31,273) (43,213) -27.6% (45,293) -31.0% (76,566) (79,820) -4.1%
Net proceeds from construction services 2,412 - NMF (2,619) NMF (207) - NMF
Cash paid for operating expenses (6,724) (3,987) 68.6% (7,349) -8.5% (14,073) (8,884) 58.4%
Income tax paid - (1,000) NMF - NMF - (4,854) NMF
Net cash flows from operating activities 7,970 18,395 -56.7% (18,124) NMF (10,154) 18,657 NMF
Capital expenditure on investment property and PPE (6,530) (4,166) 56.7% (7,161) -8.8% (13,691) (9,292) 47.3%
(6,530) (4,166) 56.7% (7,161) -8.8% (13,691) (9,292) 47.3%
# Net Intersegment loans received/(issued)
8,835 (12,997) NMF 28,925 -69.5% 37,760 (18,543) NMF
# Repayment of debt securities issued
- - NMF - NMF - (34,099) NMF
# Contributions under share-based payment plan
- (7,652) NMF (1,280) -100.0% (1,280) (7,652) -83.3%
# Proceeds from borrowings
- - NMF 41,615 -100.0% 41,615 19,421 NMF
# Repayment of borrowings
- (15,801) NMF (42,465) -100.0% (42,465) (16,908) NMF
# Interest paid
(4,481) (4,833) -7.3% (4,554) -1.6% (9,035) (10,345) -12.7%
# Dividend paid
(10,000) - NMF - NMF (10,000) - NMF
# Capital reallocation
- (9,773) NMF - NMF - (9,773) NMF
# Net cash flows from financing activities
(5,646) (51,056) -88.9% 22,241 NMF 16,595 (77,899) NMF
# Exchange (losses)/gains on cash equivalents
829 6,163 -86.5% (3,171) NMF (2,342) (374) NMF
# Total cash outflow
(3,377) (30,664) -89.0% (6,215) -45.7% (9,592) (68,908) -86.1%
# Cash, beginning balance
13,844 50,723 -72.7% 20,059 -31.0% 20,059 88,967 -77.5%
# Cash, ending balance
10,467 20,059 -47.8% 13,844 -24.4% 10,467 20,059 -47.8%

BALANCE SHEET

Housing Development
GEL thousands, unless otherwise noted

Dec-18 Dec-17 Change
Cash and cash equivalents 8,833 19,945 -55.7%
Amounts due from credit institutions 1,634 114 NMF
Investment securities 512 3,205 -84.0%
Accounts receivable and other loans 6,063 333 NMF
Prepayments 33,976 36,226 -6.2%
Inventories 105,307 59,199 77.9%
Investment property 52,603 93,373 -43.7%
Land bank 8,722 58,373 -85.1%
Commercial real estate 43,881 35,000 25.4%
Property and equipment 8,232 4,214 95.3%
Other assets 33,832 29,043 16.5%
Total assets 250,992 245,652 2.2%
Amounts due to credit institutions 46,069 44,243 4.1%
Debt securities issued 67,697 65,122 4.0%
Deferred income 23,009 46,660 -50.7%
Other liabilities 46,175 12,952 NMF
Total liabilities 182,950 168,977 8.3%
Total equity 68,042 76,675 -11.3%
Total liabilities and equity 250,992 245,652 2.2%

INCOME STATEMENT

P&C Insurance
GEL thousands, unless otherwise noted

2H18 2H17 Change 1H18 Change FY18 FY17 Change
Gross premiums written 44,713 39,284 13.8% 45,885 -2.6% 90,598 88,474 2.4%
Earned premiums, gross 47,853 46,501 2.9% 42,551 12.5% 90,404 85,922 5.2%
Earned premiums, net 36,039 33,284 8.3% 31,451 14.6% 67,490 62,770 7.5%
Insurance claims expenses, gross (14,534) (21,540) -32.5% (13,982) 3.9% (28,516) (40,652) -29.9%
Insurance claims expenses, net (13,245) (13,555) -2.3% (12,503) 5.9% (25,748) (25,098) 2.6%
Acquisition costs, net (5,712) (5,506) 3.7% (3,808) 50.0% (9,520) (9,100) 4.6%
Net underwriting profit 17,082 14,223 20.1% 15,140 12.8% 32,222 28,572 12.8%
Investment income 1,814 1,601 13.3% 1,725 5.2% 3,539 2,965 19.4%
Net fee and commission income 159 313 -49.2% 290 -45.2% 449 525 -14.5%
Net investment profit 1,973 1,914 3.1% 2,015 -2.1% 3,988 3,490 14.3%
Salaries and employee benefits (5,249) (4,562) 15.1% (4,618) 13.7% (9,867) (8,701) 13.4%
Selling and G&A expenses (2,208) (1,706) 29.4% (1,836) 20.3% (4,044) (3,263) 23.9%
Depreciation & Amortisation (548) (380) 44.2% (475) 15.4% (1,023) (855) 19.6%
Impairment charges (879) (239) NMF (658) 33.6% (1,537) (671) NMF
Net other operating income 416 306 35.9% 432 -3.7% 848 495 71.3%
Operating profit 10,587 9,556 10.8% 10,000 5.9% 20,587 19,067 8.0%
Foreign exchange loss 483 779 -38.0% (346) NMF 137 208 -34.1%
Non-recurring costs (23) - NMF (629) -96.3% (652) - NMF
Pre-tax profit 11,047 10,335 6.9% 9,025 22.4% 20,072 19,275 4.1%
Income tax expense (1,641) (1,625) 1.0% (1,349) 21.6% (2,990) (2,975) 0.5%
Net profit 9,406 8,710 8.0% 7,676 22.5% 17,082 16,300 4.8%

CASH FLOW STATEMENT

P&C Insurance
GEL thousands, unless otherwise noted

2H18 2H17 Change 1H18 Change FY18 FY17 Change
Insurance premium received 43,014 41,114 4.6% 38,131 12.8% 81,145 77,287 5.0%
Reinsurance premium paid (7,748) (10,141) -23.6% (7,327) 5.7% (15,075) (15,796) -4.6%
Insurance benefits and claims paid (14,902) (18,545) -19.6% (17,279) -13.8% (32,181) (32,896) -2.2%
Reinsurance claims received 967 2,653 -63.6% 7,351 -86.8% 8,318 8,233 1.0%
Acquisition costs paid (4,135) (4,131) 0.1% (3,089) 33.9% (7,224) (7,192) 0.4%
Salaries and benefits paid (4,166) (4,454) -6.5% (7,328) -43.1% (11,494) (11,478) 0.1%
Interest received 1,645 795 NMF 1,373 19.8% 3,018 2,035 48.3%
Net other operating expenses paid (1,213) (1,932) -37.2% (1,617) -25.0% (2,830) (3,625) -21.9%
Net cash flows from operating activities before income tax 13,462 5,359 NMF 10,215 31.8% 23,677 16,568 42.9%
Income tax paid (2,028) (1,956) 3.7% (706) NMF (2,734) (3,884) -29.6%
Net cash flows from operating activities 11,434 3,403 NMF 9,509 20.2% 20,943 12,684 65.1%
Purchase of property and equipment (418) (2,115) -80.2% (605) -30.9% (1,023) (2,421) -57.7%
Purchase of intangible assets (581) (231) NMF (863) -32.7% (1,444) (425) NMF
Loan Issued (22,143) - NMF - NMF (22,143) (100) NMF
Proceeds from repayment of loan issued 18,147 - NMF - NMF 18,147 - NMF
Proceeds from / (Placement of) bank deposits 1,792 (1,589) NMF 872 NMF 2,664 (211) NMF
Purchase of available-for-sale assets/ Deposits 126 846 NMF (237) NMF (11) (2,443) NMF
Net cash flows from used in investing activities (3,077) (3,089) -0.4% (833) NMF (3,910) (5,600) -30.2%
Dividend Paid - - NMF (10,000) -100.0% (10,000) (7,000) 42.9%
Proceeds from borrowings - - NMF - NMF - - NMF
Net cash flows from financing activities - - NMF (10,000) -100.0% (10,000) (7,000) 42.9%
Effect of exchange rates changes on cash and cash equivalents 6 (29) NMF (121) NMF (115) (248) -53.6%
Total cash inflow/(outflow) 8,363 285 NMF (1,445) NMF 6,918 (164) NMF
Cash and cash equivalents, beginning 2,740 3,900 -29.7% 4,185 -34.5% 4,185 4,349 -3.8%
Cash and cash equivalents, ending 11,103 4,185 NMF 2,740 NMF 11,103 4,185 NMF

BALANCE SHEET

P&C Insurance
GEL thousands, unless otherwise noted

Dec-18 Dec-17 change
Cash and cash equivalents 11,103 4,187 NMF
Amounts due from credit institutions 23,456 25,968 -9.7%
Investment securities 4,408 4,180 5.5%
Insurance premiums receivable, net 31,442 28,491 10.4%
Ceded share of technical provisions 16,928 20,671 -18.1%
PPE and intangible assets, net 9,594 11,899 -19.4%
Goodwill 13,062 13,051 0.1%
Deferred acquisition costs 3,324 3,047 9.1%
Pension fund assets 18,931 18,536 2.1%
Other assets 13,462 5,127 NMF
Total assets 145,710 135,157 7.8%
Gross technical provisions 45,664 50,271 -9.2%
Other insurance liabilities 16,101 11,147 44.4%
Current income tax liabilities 588 30 NMF
Pension benefit obligations 18,932 18,536 2.1%
Other Liabilities 8,287 6,426 29.0%
Total liabilities 89,572 86,410 3.7%
Total equity 56,138 48,747 15.2%
Total liabilities and equity 145,710 135,157 7.8%

INCOME STATEMENT

Renewable Energy
GEL thousands, unless otherwise noted

2H18 2H17 Change 1H18 Change FY18 FY17 Change
Total Revenue - - NMF - NMF - - NMF
Salaries and benefits (170) 354 NMF (134) 26.9% (304) (206) 47.6%
Other operating expenses (197) (1,083) -81.8% (269) -26.8% (466) (1,527) -69.5%
Total Operating Expenses (367) (729) -49.7% (403) -8.9% (770) (1,733) -55.6%
EBITDA (367) (729) -49.7% (403) -8.9% (770) (1,733) -55.6%
EBIT (558) (862) -35.3% (564) -1.1% (1,122) (1,938) -42.1%
Net interest expense 84 265 -68.3% 46 82.6% 130 54 NMF
Non-recurring expenses 239 (196) NMF 338 -29.3% 577 (196) NMF
Foreign exchange (losses) gains (165) 309 NMF (236) -30.1% (401) (97) NMF
Profit before income tax (400) (484) -17.4% (416) -3.8% (816) (2,177) -62.5%
Net Profit (400) (484) -17.4% (416) -3.8% (816) (2,177) -62.5%
Attributable to:
- shareholders of the Group (260) (766) -66.1% (270) -3.7% (530) (2,093) -74.7%
- non-controlling interests (140) 282 NMF (146) -4.1% (286) (84) NMF

CASH FLOW STATEMENT

Renewable Energy
GEL thousands, unless otherwise noted

2H18 2H17 Change 1H18 Change FY18 FY17 Change
Cash paid to suppliers (459) 170 NMF (171) NMF (630) (1,335) -52.8%
Cash paid to employees 35 536 -93.5% (244) NMF (209) (223) -6.3%
Interest received 97 87 11.5% 46 NMF 143 92 55.4%
Cash flow from operating activities (327) 793 NMF (369) -11.4% (696) (1,466) -52.5%
Purchase of PPE and intangible assets (47,693) (65,912) -27.6% (20,565) NMF (68,258) (76,565) -10.8%
VAT return 5,000 6,856 -27.1% 963 NMF 5,963 6,635 -10.1%
Restricted cash in Bank - 12,403 NMF - NMF - 154 NMF
Total cash flow used in investing activities (42,693) (46,653) -8.5% (19,602) NMF (62,295) (69,776) -10.7%
Proceeds from borrowings 37,218 21,964 69.5% 18,276 NMF 55,494 57,268 -3.1%
Capital increase 2,293 6,967 -67.1% 5,441 -57.9% 7,734 16,801 -54.0%
Total cash flow used in financing activities 39,511 28,931 36.6% 23,717 66.6% 63,228 74,069 -14.6%
Exchange (losses)/gains on cash equivalents 546 1,198 -54.4% (693) NMF (147) 604 NMF
Total cash inflow/(outflow) (2,963) (15,731) -81.2% 3,053 NMF 90 3,431 -97.4%
Cash, beginning balance 11,351 24,029 -52.8% 8,298 36.8% 8,298 4,867 70.5%
Cash, ending balance 8,388 8,298 1.1% 11,351 -26.1% 8,388 8,298 1.1%

BALANCE SHEET

Renewable Energy
GEL thousands, unless otherwise noted

Dec-18 Dec-17 Change
Total current assets 11,895 15,555 -23.5%
Property, plant and equipment 114,645 47,953 NMF
Other non-current assets 42,764 33,043 29.4%
Total non-current assets 157,409 80,996 94.3%
Total assets 169,304 96,551 75.4%
Total current liabilities 6,658 6,284 6.0%
Long term borrowings 66,458 62,357 6.6%
Other non-current liabilities 2,029 1,279 58.6%
Total non-current liabilities 68,487 63,636 7.6%
Total liabilities 75,145 69,920 7.5%
Total equity attributable to shareholders of the Group 61,203 16,505 NMF
Non-controlling interest 32,956 10,126 NMF
Total equity 94,159 26,631 NMF
Total liabilities and equity 169,304 96,551 75.4%

INCOME STATEMENT

Hospitality & Commercial Real Estate
GEL thousands, unless otherwise noted

2H18 2H17 Change 1H18 Change FY18 FY17 Change
Gross profit from operating leases 2,688 1,543 74.2% 1,900 41.5% 4,588 3,042 50.8%
Gross profit from hospitality services 1,488 - NMF 457 NMF 1,945 - NMF
Other income 178 - NMF 50 NMF 228 - NMF
Gross Real Estate

Hospitality & Commercial Real Estate

GEL thousands, unless otherwise noted

2H18 2H17 Change 1H18 Change FY18 FY17 Change
Profit 4,354 1,543 NMF 2,407 80.9% 6,761 3,042 NMF
Revaluation on commercial property 27,621 977 NMF - NMF 27,621 977 NMF
Operating expenses (2,285) (484) NMF (556) NMF (2,841) (650) NMF
NOI 29,690 2,036 NMF 1,851 NMF 31,541 3,369 NMF
Profit before non-recurring items 26,958 1,938 NMF 777 NMF 27,735 3,183 NMF
Net non-recurring items (152) (8) NMF (1,187) -87.2% (1,339) (2) NMF
Profit before income tax 26,806 1,930 NMF (410) NMF 26,396 3,181 NMF
Profit 26,806 1,884 NMF (410) NMF 26,396 3,135 NMF

CASH FLOW STATEMENT

Hospitality & Commercial Real Estate

GEL thousands, unless otherwise noted

2H18 2H17 Change 1H18 Change FY18 FY17 Change
Net proceeds from rent generating assets 3,290 1,555 NMF 2,124 54.9% 5,414 3,042 78.0%
Net proceeds from hospitality services 1,756 - NMF 539 NMF 2,295 - NMF
Other operating expenses paid (983) (205) NMF (1,056) -6.9% (2,039) (353) NMF
Net cash flows from operating activities 4,063 1,350 NMF 1,607 NMF 5,670 2,689 NMF
Acquisition of investment property (16,715) - NMF (36,760) -54.5% (53,475) (1,401) NMF
Capital expenditure on investment property (13,328) (13,678) -2.6% (14,197) -6.1% (27,525) (20,520) 34.1%
VAT return 8,574 - NMF - NMF 8,574 - NMF
Loans issued (6,303) - NMF (715) NMF (7,018) - NMF
Acquisition of subsidiaries - (10,562) NMF - NMF - (10,562) NMF
Net cash flows used in investing activities (27,772) (24,240) 14.6% (51,672) -46.3% (79,444) (32,483) NMF
Proceeds from preferred stock issued 32,914 - NMF - NMF 32,914 - NMF
Proceeds from debt securities issued 19,609 - NMF - NMF 19,609 - NMF
Contributions under share-based payment plan (1) (304) -99.7% (81) -98.8% (82) (304) -73.0%
Proceeds from borrowings 4,766 12,696 -62.5% 91,031 -94.8% 95,797 12,696 NMF
Repayment of borrowings (2,209) 114 NMF (17,191) -87.2% (19,400) - NMF
Net intragroup loans (repaid)/ received (10,295) 12,997 NMF (27,465) -62.5% (37,760) 18,543 NMF
Capital Reallocation - 9,773 NMF - NMF - 9,773 NMF
Interest paid (1,718) (242) NMF (1,625) 5.7% (3,343) (336) NMF
Net cash flows from financing activities 43,066 35,034 22.9% 44,669 -3.6% 87,735 40,372 NMF
Effect of exchange rate changes on cash and cash equivalents 49 182 -73.1% (200) NMF (151) (15) NMF
Total cash inflow/(outflow) 19,406 12,326 57.4% (5,596) NMF 13,810 10,563 30.7%
Cash, beginning balance 9,210 2,480 NMF 14,806 -37.8% 14,806 4,243 NMF
Cash, ending balance 28,616 14,806 93.3% 9,210 NMF 28,616 14,806 93.3%

BALANCE SHEET

Hospitality & Commercial Real Estate

GEL thousands, unless otherwise noted

Dec-18 Dec-17 Change
Cash and cash equivalents, bank placements 28,615 14,805 93.3%
Prepayments 15,713 3,436 NMF
Investment property 225,343 56,770 NMF
Land bank 37,459 14,529 NMF
Commercial real estate 187,884 42,241 NMF
Property and equipment 172 45,427 -99.6%
Other assets 24,990 9,584 NMF
Total assets 294,833 130,022 NMF
Borrowings 104,557 14,749 NMF
Debt securities issued 19,609 - NMF
Other liabilities 10,828 27,318 -60.4%
Total liabilities 134,994 42,067 NMF
Total equity attributable to shareholders of the Group 149,078 77,537 92.3%
Non-controlling interest 10,761 10,418 3.3%
Total equity 159,839 87,955 81.7%
Total liabilities and equity 294,833 130,022 NMF

INCOME STATEMENT

Beverages

GEL thousands; unless otherwise noted

2H18 2H17 Change 1H18 Change FY18 FY17 Change
Wine Business 20,346 13,457 51.2% 10,757 89.1% 31,103 22,101 40.7%
Beer Business 16,037 18,023 -11.0% 13,252 21.0% 29,289 20,528 42.7%
Distribution Business 9,364 6,672 40.3% 6,458 45.0% 15,822 13,101 20.8%
Revenue 45,747 38,152 19.9% 30,467 50.2% 76,214 55,730 36.8%
Wine Business (9,838) (6,153) 59.9% (5,361) 83.5% (15,199) (10,314) 47.4%
Beer Business (10,387) (11,093) -6.4% (8,803) 18.0% (19,190) (12,887) 48.9%
Distribution Business (7,526) (5,219) 44.2% (5,045) 49.2% (12,571) (10,151) 23.8%
COGS (27,751) (22,465) 23.5% (19,209) 44.5% (46,960) (33,352) 40.8%
Gross Profit 17,996 15,687 14.7% 11,258 59.9% 29,254 22,378 30.7%
Gross Profit Margin 39.3% 41.1% 37.0% 38.4% 40.2%
Salaries and other employee benefits (7,843) (5,019) 56.3% (6,352) 23.5% (14,195) (7,807) 81.8%
Sales and marketing expenses (2,632) (3,026) -13.0% (3,794) -30.6% (6,426) (4,970) 29.3%
General and administrative expenses (4,356) (2,733) 59.4% (3,557) 23.5% (7,913) (4,539) 74.3%
Distribution expenses (2,871) (2,152) 33.4% (2,012) 42.7% (4,883) (3,029) 61.2%
Other operating expenses (648) (994) -34.8% (1,630) -60.2% (2,278) (1,177) 93.5%
EBITDA (354) 1,763 NMF (6,087) 94.2% (6,441) 856 NMF
wine EBITDA 5,524 3,944 40.1% 1,627 NMF 7,151 5,427 31.8%
beer EBITDA (6,170) (2,724) NMF (7,584) -18.6% (13,754) (5,533) NMF
distribution EBITDA 349 479 -27.1% 276 26.4% 625 728 -14.1%
Net foreign currency gain (loss) (6,380) (7,322) -12.9% 4,501 NMF (1,879) (7,090) -73.5%
Depreciation and amortization (6,637) (3,924) 69.1% (5,245) 26.5% (11,882) (5,524) NMF
Net interest income/expense (4,145) (2,388) 73.6% (2,940) 41.0% (7,085) (3,171) NMF
Net non-recurring items (1,690) 509 NMF (196) NMF (1,886) 536 NMF
Loss before income tax (19,206) (11,362) 69.0% (9,967) 92.7% (29,173) (14,393) NMF
Loss (19,206) (11,362) 69.0% (9,967) 92.7% (29,173) (14,393) NMF

BALANCE SHEET

Beverages

GEL thousands, unless otherwise noted

Dec-18 Dec-17 Change
Cash and cash equivalents 9,954 17,455 -43.0%
Amounts due from financial institutions 136 4,381 -96.9%
Accounts Receivable 16,260 12,179 33.5%
Prepayments & Other Assets 6,283 4,472 40.5%
Inventory 30,043 17,454 72.1%
Intangible Assets, Net 2,094 1,799 16.4%
Goodwill 8,198 2,836 NMF
Property and Equipment, Net 130,980 102,872 27.3%
Total Assets 203,948 163,448 24.8%
Accounts Payable 18,021 14,335 25.7%
Borrowings 117,172 71,430 64.0%
Other Liabilities 6,728 1,776 NMF
Total Liabilities 141,921 87,541 62.1%
Total equity 62,027 75,907 -18.3%
TOTAL LIABILITIES AND EQUITY 203,948 163,448 24.8%

STATEMENT OF CASH FLOW

Wine business

GEL thousands; unless otherwise noted

2H18 2H17 Change 1H18 Change FY18 FY17 Change
Cash received from customers 20,818 14,193 46.7% 11,697 78.0% 32,515 23,233 40.0%
Cash paid to suppliers (13,710) (9,485) 44.5% (4,451) NMF (18,161) (12,784) 42.1%
Cash paid to employees (2,648) (1,021) NMF (1,121) NMF (3,769) (1,838) NMF
Cash paid for operating expenses (4,424) (2,481) 78.3% (3,071) 44.1% (7,495) (4,723) 58.7%
Interest received 124 - NMF - NMF 124 81 53.1%
Taxes paid (1,626) (1,275) 27.5% (1,490) 9.1% (3,116) (2,385) 30.6%
Net cash flows from operating activities (1,466) (69) NMF 1,564 NMF 98 1,584 -93.8%
Investments in Subsidiaries (5,070) (730) NMF (16,604) -69.5% (21,674) (730) NMF
Purchase of Property, Plant & Equipment (543) (438) 24.0% (98) NMF (641) (606) 5.8%
Repayment of issued loan - 2,500 NMF - NMF - 2,500 NMF
Loans Issued (467) - NMF - NMF (467) (689) -32.2%
Cash inflow from restricted cash account 2,560 (2,626) NMF 1,872 36.8% 4,432 (563) NMF
Net cash flows from used in investing activities (3,520) (1,294) NMF (14,830) -76.3% (18,350) (88) NMF
Proceeds from borrowings 21,171 5,000 NMF 18,918 11.9% 40,089 5,000 NMF
Repayments of borrowings (11,256) (1,216) NMF (4,547) NMF (15,803) (4,347) NMF
Interest paid (588) (287) NMF (882) -33.3% (1,470) (718) NMF
Capital increase - - NMF 432 -100.0% 432 - NMF
Net cash flows from financing activities 9,327 3,497 NMF 13,921 -33.0% 23,248 (65) NMF
Effect of exchange rates changes on cash and cash equivalents 384 264 45.5% (485) NMF (101) (10) NMF
Total cash inflow/(outflow) 4,725 2,398 97.0% 170 NMF 4,895 1,421 NMF
Cash and cash equivalents, beginning 3,655 1,087 NMF 3,485 4.9% 3,485 2,064 68.8%
Cash and cash equivalents, ending 8,380 3,485 NMF 3,655 NMF 8,380 3,485 NMF

STATEMENT OF CASH FLOW

Beer business

GEL thousands; unless otherwise noted

2H18 2H17 Change 1H18 Change FY18 FY17 Change
Proceeds from sales 26,518 21,764 21.8% 18,189 45.8% 44,707 23,069 93.8%
Cash outflows for inventory (10,639) (6,496) 63.8% (8,302) 28.1% (18,941) (11,519) 64.4%
Transportation Cost (965) (1,148) -15.9% (807) 19.6% (1,772) (1,794) -1.2%
Sales and Marketing Expenses (3,814) (4,529) -15.8% (3,556) 7.3% (7,370) (6,085) 21.1%
Operating Expenses (17,625) (6,529) NMF (12,847) 37.2% (30,472) (15,093) NMF
Net cash flows from operating activities (6,525) 3,062 NMF (7,323) -10.9% (13,848) (11,422) 21.2%
Cash outflows for purchase of Property, plant and equipment (6,193) (10,326) -40.0% (3,850) 60.9% (10,043) (30,034) -66.6%
Net cash flows used in investing activities (6,193) (10,326) -40.0% (3,850) 60.9% (10,043) (30,034) -66.6%
Proceeds from borrowings 8,000 - NMF 1,200 NMF 9,200 61,742 -85.1%
Repayment of borrowings (1,200) (2,500) -52.0% (16) NMF (1,216) (47,145) -97.4%
Interest paid (1,047) (969) 8.0% (1,035) 1.2% (2,082) (3,089) -32.6%
Issue of share capital 5,567 12,940 -57.0% 1,358 NMF 6,925 43,133 -83.9%
Net cash flows from financing activities 11,320 9,471 19.5% 1,507 NMF 12,827 54,641 -76.5%
Effect of exchange rate difference from cash and cash equivalents 189 371 -49.2% (883) NMF (694) (199) NMF
Total cash inflow/(outflow) (1,209) 2,578 NMF (10,549) -88.5% (11,758) 12,986 NMF
Cash and cash equivalents at beginning of period 2,453 10,424 -76.5% 13,002 -81.1% 13,002 16 NMF
Cash and cash equivalents at end of period 1,244 13,002 -90.4% 2,453 -49.3% 1,244 13,002 -90.4%

Appendices

Management income statement preparation methodology

The management P&L is an aggregation of the bottom lines of the attributable stand-alone IFRS P&Ls of listed and private portfolio companies together with GCAP's stand-alone P&L.

  • The top part of the income statement (GCAP Operating Income) represents the aggregation of the two stand-alone holding company accounts, which we call GCAP (i.e.# Appendices (cont'd)

Glossary

  1. GCAP refers to the aggregation of stand-alone Georgia Capital PLC and stand-alone JSC Georgia Capital accounts
  2. Georgia Capital and "the Group" refer to Georgia Capital PLC and its portfolio companies as a whole
  3. NMF - Not meaningful
  4. 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.
  5. LTM - last twelve month
  6. EBITDA - Earnings before interest, taxes, non-recurring items, FX gain/losses and depreciation and amortization; 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 Company considers EBITDA to be an important indicator of its representative recurring operations.
  7. ROIC - return on invested capital is calculated as EBITDA less depreciation, divided by aggregate amount of total equity and borrowed funds
  8. IRR - for listed portfolio companies is calculated based on a) historical contributions to the listed portfolio company less b) dividends received and c) market value of the portfolio company at 31 December 2018.
  9. ROI - for private portfolio companies is an annual return on net investment (gross investments less capital returns) calculated at each investment level. Inputs into the ROI calculation are as follows: (i) the numerator is the annual attributable income of the private portfolio company less allocated GCAP interest expense, and (ii) the denominator, is the net investment less allocated gross debt of GCAP.
  10. ROAC - is an annual return on allocated capital as of 31 December 2018 and calculated at each private investment level. Inputs into the ROAC calculation are as follows: (i) the numerator is the annual attributable income of the private portfolio company, less allocated GCAP interest expense, and (ii) the denominator is the management estimated fair value, as included in the NAV statement, less allocated gross debt of GCAP.
  11. Loss ratio equals net insurance claims expense divided by net earned premiums
  12. Expense ratio equals sum of acquisition costs and operating expenses divided by net earned premiums
  13. Combined ratio equals sum of the loss ratio and the expense ratio
  14. 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 for BoGG and P&C Insurance;
  15. Net investment - gross investments less capital returns
  16. EV - enterprise value
  17. NOI - net operating income
  18. EBITDA cash conversion ratio equals Net cash flows from / (used in) operating activities before income tax divided by EBITDA
  19. Liquid assets & loans issued include cash, marketable debt securities and issued short-term loans.

COMPANY INFORMATION

Georgia Capital PLC

Registered Address
84 Brook Street
London W1K 5EH
United Kingdom
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: [email protected]

Auditors
Ernst & Young LLP
25 Churchill Place
Canary Wharf
London E14 5EY
United Kingdom

Registrar
Computershare Investor Services PLC
The Pavilions
Bridgwater 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.
Investor Centre Shareholder Helpline - + 44 (0)370 702 0176

Share price information
Shareholders can access both the latest and historical prices via the website www.georgiacapital.ge


[1] 29 May 2018, Georgia Capital's listing date on the London Stock Exchange is the starting point for 10-year return calculation.
[2] Georgia Capital PLC is our UK holding company whose principal subsidiary is JSC Georgia Capital, Georgian holding company for our operating businesses.
[3] The Group operates as a holding company of a diversified group of companies focused on investing in businesses in Georgia and its strategy is to acquire and develop and then exit portfolio companies - it is not in the business of managing or owning portfolio companies indefinitely. As such, and in order to provide transparency in our results in the most relevant and useful way for our investors, we have elected to also provide a set of management accounts that adjust the IFRS results to present Georgia Capital on a holding company basis ("management accounts"). Our discussion, therefore, focuses on the management accounts. Whereas, at each portfolio company level we present IFRS financial statements and our discussion focuses on IFRS results. A reconciliation of our holding company basis management accounts to the IFRS statements is provided on pages 36-38. The management accounts are an alternative performance measure ("APM"); the basis for their preparation is described on pages 10-18; they have not been audited or reviewed.
[4] Please see the pages 10-18 where we describe the preparation methodology of our management accounts, thereby defining each management account highlight presented in the Georgia Capital highlights table above.
[5] EBITDA is an alternative performance measure (APM) and is defined on page 53 in the glossary.
[6] IFRS net incomes for P&C Insurance and BoG are adjusted to exclude the impact of non-recurring items and non-recurring deferred tax remeasurement charges.
[7] Please see page 41, where we provide our book value NAV comparison with Fair value NAV.
[8] Returns and holding periods reflect historical investment activities, predating the demerger from BGEO Group.
[9] In addition to the above return on investments calculations, as part of our capital allocation and profitability measurement processes we also analyze both (i) return on allocated capital (ROAC) and (ii) either return on invested capital (ROIC) for our non-financial businesses or return on average equity (ROAE) for our financial businesses. See pages 22-35 and the discussions of the individual business units.
[10] Net investment amount is GEL 20 million since BoG is a stable dividend payer over the last seven years driving consistent decrease in net investment amount, while related attributable earnings are increasing.
[11] Net investment amount is negative GEL 14 million, as the investment amount was fully recovered through dividends received from P&C Insurance over the investment holding period.
[12] Pro-forma beginning balance of BoG represents the contribution of BoG's 19.9% equity stake, valued at GEL 706 million at the date of the contribution, into Georgia Capital's equity by its former parent company BGEO as part of the demerger. BGEO Group PLC is the predecessor of BoG.
[13] GEL 2.5 million capital reallocation from the hospitality & commercial real estate business to the housing development business.
[14] 1H18 attributable income from BoG was restated for the change in IFRS 9 write-off policy in accordance with BoG 4Q18 & FY18 results release.For details please refer to https://www.bankofgeorgiagroup.com/storage/earnings/Bank%20of%20Georgia%20Group%20PLC%204Q18%20and%20FY18%20Results.pdf

[15] Includes expenses such as external audit fees, legal counsel, corporate secretary and other similar administrative costs.

[16] Cash-based management expenses are cash salary and cash bonuses paid/accrued for staff and management compensation.

[17] Share-based management expenses are share salary and share bonus expenses of management.

[18] Target commissioning dates are indicative and subject to regulatory procedures.

[19] Target return on invested capital is calculated based on average stabilized EBITDA divided by total invested capital.

[20] Target opening dates for hotels under design stage are subject to outcomes of design process and may be changed.

[21] Target return on invested capital per each hotel equals stabilized adjusted net operating income divided by total investment.

[22] Net adjusted earnings of portfolio companies multiplied by effective ownership stake of GCAP.

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

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