NMC Health Plc Annual Report 2012 Who We Are NMC Healthcare Is the Largest Private Healthcare Operator in the UAE
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NMC Health plc Annual Report 2012 NMC Health plc Annual Report 2012 Committed to care Who we are NMC Healthcare is the largest private healthcare operator in the UAE. It operates hospitals and pharmacies and distributes pharmaceuticals, scientific and medical equipment, FMCG, food, veterinary and educational products across the UAE. Financial Summary US$m (unless stated) FY2012 FY2011 Growth Group Revenue 490.1 443.7 10.5% Gross profit 160.3 137.4 16.7% Gross profit margin 32.7% 31.0% +170bps EBITDA 79.6 70.5 12.9% EBITDA margin 16.2% 15.9% +30bps Earnings per share (US$) 0.343 0.331 3.6% Dividend per share (GBP pence) 4.1p – Normalised operating cashflow 38.7 10.9 255.0% Total Capital Expenditure in the year 94.9 22.2 327.5% Capital Expenditure relating to four 82.3 18.0 357.2% capital projects announced at IPO At 31 Dec At 31 Dec 2012 2011 Total cash 257.5 54.1 376.0% Total debt 303.6 182.2 66.6% Net Debt 46.1 128.1 -64.0% Divisional performances FY2012 FY2011 Healthcare revenue 251.6 218.7 15.0% Healthcare EBITDA 68.2 56.9 19.9% Healthcare occupancy 60.5% 53.0% +750bps Distribution revenue 271.1 253.4 7.0% Distribution EBITDA 26.2 24.9 5.2% Notes: • Normalised operating cash flow is a non-IFRS line item and is equivalent to Net cash from operating activities with the adjustment made on exceptional items. There are no adjustments in FY2012, however, FY2011 was adjusted for amounts due from related parties (US$60.6m) in that financial year. • Total cash is represented by bank deposits and bank balances and cash. • Total debt is a non-IFRS line item and includes short term and revolving working capital facilities Read the annual report and much required for the operation of the Distribution division but excludes accounts payables and more on our website: accruals, amounts due to related parties, Employee end of service benefit and other payable. www.nmc.ae • Net Debt is a non-IFRS line item and is total cash less total debt, both as defined above. Group revenues Proposed first annual dividend Financial Highlights Amounting to 20% of the Profit after Tax for FY2012 +10.5% US$490.1m 4.1pence per share Healthcare Division revenue Total capital expenditure (principally driven by occupancy levels up (of which US$82.3m related to the 750bps to 60.5% compared with FY2011) four capital development projects +15.0% announced at IPO) US$251.6m US$94.9m Distribution revenue Syndicated debt facility (principally driven by continued expansion (led by J.P. Morgan Chase Bank of product lines) fully drawn down) +7.0% US$271.1m US$150m EBITDA Total cash (growth of 30bps due to higher occupancy (and net debt position of US$46.1m) and improved efficiency in healthcare division) +12.9% US$79.6m US$257.5m Income Reported profit (received in 2012 in relation to the Sheikh changes made to methodology and useful Khalifa General Hospital management economic life rates of depreciation during services contract) the 2012 financial year resulting in an increase in reported profit of US$0.9m US$5.3m 01 Financial Summary Consolidated Financial Contents and Highlights Statements 02 Chairman’s Letter 94 Independent Auditor’s Report to the Members Overview & Healthcare Market of NMC Health plc 06 Company History and Overview 96 Consolidated Financial 20 Market Review and Group Statements Positioning Company Financial Statements Business and Financial Review 128 Independent Auditor’s 30 CEO Review Report to the Members 34 Business and Financial Review of NMC Health plc 50 Principal Risks and Uncertainties 130 Company Financial Statements Governance 56 Corporate Social Responsibility 62 Board of Directors 66 Directors’ Report 72 Corporate Governance Report 86 Remuneration Report NMC Health plc 01 Annual Report 2012 Chairman’s Letter 2012 has been a momentous year of change and achievement for your company, NMC Health plc. Dear Shareholder, 2012 has been a momentous year of change and achievement for your company, NMC Health plc. Firstly, of course, we completed the Company’s IPO in the Premium Section of the London Official List on 2 April 2012, raising net proceeds of US$168.1m (£106.0m), at a price of 210p per share. The new shareholders, now holding 33% of the Company’s equity capital following the IPO, include some premier names from both the US and UK asset management industries. This achievement, in a difficult market, represents a great tribute to the track record and continuing commitment of Dr Shetty who founded your Company some 38 years ago, but also a recognition by investors of the considerable opportunities available in the UAE healthcare marketplace H. J. Mark Tompkins where, in 2011, the healthcare spend amounted to only 2.8% of GDP, in Independent Non-Executive Chairman contrast to levels of 8.8% in the United Kingdom and 9.8% in Germany. Moreover, it is to be noted that all of the IPO proceeds were committed to the expansion of the Company’s activities within the UAE, its core market, on five named expansion projects which, when completed, will take the Company’s number of beds from 230 at the end of 2012 to 495 at the end of 2014, when the first phase of our Khalifa City Hospital is expected to be complete. All of this has been As many of you will know the successful IPO of NMC Health plc on the London market was a first for an Abu Dhabi company and should be a a significant source of pride and satisfaction for all shareholders. achievement and In addition to the successful completion of the Company’s IPO, a new Syndicated Bank Loan was closed on 8 March 2012, with the help of only been possible J P Morgan, raising a total of US$150.0m during the financial year. The IPO proceeds, when taken together with proceeds of the Syndicated Bank Loan, as a result of the mean that your Company’s current development programme is now fully and conservatively financed. In addition on-going operations generated a net cash exceptional efforts inflow of US$38.7m during the 2012 financial year which, taken with similar of management surpluses in future years will, over five years, substantially further strengthen and the 4,600 your company’s financial position. Since the IPO the new and expanded Board has assisted management in Group staff. the wider aspects of Corporate Governance to ensure that your Company operates in a manner which is in line with UK Company Law and with the “Best Practice” standards of Corporate Governance in the London community of Listed Companies. Internal audit has been outsourced and the external audit scope has been widened to cover those areas that would be expected of a UK listed plc. A wide ranging evaluation of market opportunities has been undertaken and is currently being used as the basis for the development of a 5 year Strategic Business Plan. Capital Investment evaluation protocols are being strengthened along with Project Management capabilities. In addition, during the year your Board has appointed a Group Company Secretary with extensive UK listed company experience to assist 02 NMC Health plc Annual Report 2012 the Board and management in all aspects of good Corporate Governance. Overview & Healthcare Market As your Company enters 2013, emphasis is being placed on the upgrading IPO raised net proceeds of of integrated IT systems. In addition to the significant events during the year outlined above, the Group has continued to perform strongly. Group Revenue increased from US$443.7m in 2011 to a record for the Group of US$490.1m in 2012. US$168.1m EBITDA at Group level also reached a new high all time high of US$79.6m. Syndicated bank loan of In the Healthcare division, improving occupancy rates and outpatient numbers across all our Specialty Hospitals, and an increasing range of specialty procedures that our clinical teams undertake, is driving improved financial performance. It should also be noted that your Company was the US$150.0m Business Review Financial and first UAE healthcare provider to be awarded a large management services contract, following a competitive tender to operate the Sheikh Khalifa General Planned dividend of Hospital, on behalf of the Ministry of Presidential Affairs, in the Northern Emirate of Umm Al Quwain. In the Distribution division, performance improved as expected during the second half of 2012 driven principally by an increase in the number 4.1 pence per share of product lines distributed. General macro-economic conditions remain good resulting in increased consumer spend across many of the division’s products. IPO proceeds were committed to The opening of our new Distribution warehouse in Dubai Investment Park in August 2012 has helped us to consolidate our Dubai Distribution operations the expansion of the Company’s Governance and prepare the business for anticipated further growth. activities within the UAE As promised in the IPO documentation, your Board plans to submit a Resolution to shareholders at the annual general meeting authorising Board operates a conventional payment of a cash Dividend, in respect of 2012, of 4.1 pence per share. Corporate Governance Structure If approved, this dividend will be paid on 4 July 2013 to all shareholders on the share register as at 31 May 2013. Within your Company, the Board operates in a conventional manner supported by Audit, Nominations and Remunerations Committees. A Clinical Governance Committee is in the course of formation. Financial StatementsFinancial All of this has been a significant achievement and has only been possible as a result of the exceptional efforts of your management and the 4,600 staff in the Group who have handled a period of hard work and change with great energy, commitment and goodwill.