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ACURITY HEALTH GROUP LIMITED Results for announcement to the market Reporting Period Six months to 30 September 2014 Previous Reporting Period Six months to 30 September 2013 Amount (000’s) Percentage Change Revenue from ordinary activities $NZ 56,547 Up 13.5% Profit from ordinary activities after tax attributable to security holder $NZ 4,944 Up 21.8% Net profit attributable to security holders $NZ 4,944 Up 21.8% Interim Dividend Amount per security Imputed amount per security Nil Nil Record Date N/A Dividend Payment Date N/A Comments on results See attached media release NTA backing 30 September 2014 30 September 2013 Net tangible asset backing per ordinary share $5.56 $4.80 Details of entities over which control has been gained or lost during the period None. Details of associates Percentage holding Contribution to net earnings Name Sep 2014 Sep 2013 Sep 2014 ($000) Sep 2013 ($000) Endoscopy Auckland Limited and Laparoscopy Auckland Limited 40% 30% 529 479

ACURITY HEALTH GROUP LIMITED - New Zealand … · Acurity Health Group Limited today reported net profit ... Adjusting for the non-cash revaluation of interest-rate ... The investment

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ACURITY HEALTH GROUP LIMITED Results for announcement to the market

Reporting Period Six months to 30 September 2014

Previous Reporting Period Six months to 30 September 2013

Amount (000’s) Percentage Change

Revenue from ordinary activities

$NZ 56,547 Up 13.5%

Profit from ordinary activities after tax attributable to security holder

$NZ 4,944 Up 21.8%

Net profit attributable to security holders

$NZ 4,944 Up 21.8%

Interim Dividend Amount per security Imputed amount per security

Nil Nil

Record Date N/A

Dividend Payment Date N/A

Comments on results See attached media release

NTA backing 30 September 2014 30 September 2013

Net tangible asset backing per

ordinary share

$5.56 $4.80

Details of entities over which control has been gained or lost during the period

None.

Details of associates

Percentage holding Contribution to net earnings

Name Sep 2014 Sep 2013 Sep 2014 ($000)

Sep 2013 ($000)

Endoscopy Auckland Limited and Laparoscopy Auckland Limited

40% 30% 529 479

Acurity Health Group Limited

Half Year In Line With Forecast

Acurity Health Group Limited today reported net profit after tax of $4.94 million for the six months

ended 30 September 2014 (21.8% up on the result for the same period last year of S4.06 million).

Adjusting for the non-cash revaluation of interest-rate swaps, underlying earnings for the six months

ended 30 September 2014 were $5.02 million, an increase of 47.3% on prior half year earnings

expressed on the same basis.

Earnings before Interest, Tax, Depreciation and Amortisation (EBITDA) for the six months ended 30

September 2014 increased by 17.8% compared to the equivalent period in the prior year. This was

largely due to increased revenues from DHB outsourcing and cost savings.

Acurity’s chairman, Alan Isaac, said that “the six months ended 30 September have continued the

gains from the prior year with increased revenue, further initiatives to control costs, and an overall

increase in underlying earnings. There has been a good increase in revenue volumes driven in part by

pre-election DHB outsourcing and encouragingly some early signs of an increase in private patient

demand. We continue to see the trend towards shorter lengths of in-hospital patient stay. Overall we

report results in line with the recent forecast contained in the market update provided as part of

statutory process in dealing with the takeover offer from Connor Healthcare Ltd.”

Reported net earnings in both the current and prior comparable period were impacted by the

revaluation of interest rate swaps as required by International Accounting Standards. This is a non-

cash accounting adjustment that will continue to create volatility in reported earnings. The table

below shows the reconciliation of reported earnings and earnings adjusted to exclude this revaluation.

Six months

ended

30 Sep 2014

Six months

ended

30 Sep 2013 Change

Reported net profit after tax 4,944 4,059 21.8%

Add back revaluation of interest rate swaps (net of tax) 77 (651)

Adjusted net profit after tax 5,021 3,408 47.3%

Adjusted earnings per share (cents per share) 29 20 45.0%

Detailed earnings for the six months ended 30 September 2014

A breakdown of reported earnings for the six months ended 30 September 2014 compared to the

prior year is shown in the table below.

$000, except per share amounts

Six months

ended

30 Sep 2014

Six months

ended

30 Sep 2013 Change

Revenue 56,547 49,820 13.5%

Medical supplies expense 12,527 11,206 11.8%

Employee costs 16,284 16,016 1.7%

Specialist contract expense 10,151 6,830 48.6%

Other expenses 6,256 6,152 1.7%

EBITDA

11,329 9,616 17.8%

Depreciation and amortisation 4,019 4,208 (4.5%)

EBIT 7,310 5,408 35.2%

Interest expense (1,034) (1,326) (22.0%)

Interest rate swap revaluation (107) 904 (111.8%)

Share of profits of associates 529 479 10.4%

Tax expense (1,754) (1,406) 24.8%

Net Earnings 4,944 4,059 21.8%

Reported earnings per share (cents per share) 29 24 20.8%

Final dividend paid (cents per share) 11 8 37.5%

Interim dividend declared (cents per share) 0 6 (100.0%)

Reported revenues have increased 13.5% on the prior year however 6.4% of this increase is

attributable to lead provider revenue on behalf of the specialists. The majority of the remaining 7.1%

increase relates to additional DHB volumes resulting from the government elective surgery funding

initiatives.

The private patient revenues component has been maintained in the context of the total overall

revenue and there was a small increase in ACC revenues. The additional DHB revenue was

predominately from the Hawkes Bay DHB however there were also increased volumes from Capital

and Coast DHB in Wellington and Bay of Plenty DHB in Tauranga.

The increase in medical supplies is a result of orthopaedic surgery volumes increasing through the DHB

outsourced work and the related prosthesis costs.

Although permanent employee numbers are down on last year employee costs increased 1.7% which

reflects an increase in the overall remuneration rates and additional staff called in to support the DHB

peak volumes.

The continued focus on cash controls has resulted in good operating cash flows and lower debt levels

which is reflected in lower interest expense.

Net earnings were again impacted by the ongoing revaluation of interest rate swaps to market values,

as required by accounting standards. The six months to September 2014 saw a decrease to reported

earnings pre tax of ($107,000) (2013 increase $904,000) resulting from revaluation of interest rate

swaps based on current market rates. This reflects the increase in swap rates over the past 6 months.

This is a non-cash adjustment which will be a source of ongoing volatility to future reported earnings.

Norfolk Southern Cross and Endoscopy/Laparoscopy Auckland

The Company has a 60% joint venture investment in the Norfolk Southern Cross partnership (which

owns Grace Hospital in Tauranga). The investment accounted for as a “joint operation” with the

earnings accounted for on a share of revenue and expense basis.

The Company also has a 40% equity accounted investment in both Endoscopy and Laparoscopy

Auckland (increased from 30% to 40% in September 2014 with further options to increase to 50% by

2016). Breakdown of net earnings for the six months ended 30 September 2014 are detailed below:

Associates (equity accounted)

Six months

ended

30 Sep 2014

$000

Six months

ended

30 Sep 2013

$000

Endoscopy Auckland/Laparoscopy Auckland 529 479

Reported earnings from associates 529 479

Wakefield Hospital Complex

As advised at the Annual Meeting in August we have commenced planning for the development of a

Next Phase Wakefield Hospital and Campus.

A Project Control Group of specialists, staff, and board representatives has been established which are

working through the requirements for the project and currently engaging a heath planner to develop

master plans.

Capital expenditure

The capital expenditure outlay increased to $5.5 million up from $2.2 million in the prior year primarily

due to investments at Grace Hospital in Tauranga on the Oropi Centre day stay development and a

replacement Da Vinci robot.

Takeover Offer

On 26 August 2014, Connor Healthcare Limited (“Connor”), a company associated with some of

Acurity’s largest shareholders, made a full takeover offer for all of the Acurity shares not owned by

Connor, at $7.25 per share (after initially indicating $6.50 per share).

The offer was conditional on:

1) Overseas Investment Office consent – which was received 22nd October 2014;

2) 90% minimum shareholder acceptance by 21st November 2014 – achieved 97.64%; and

3) Commerce Commission clearance - still awaited.

Under the terms of the offer, Connor has until 22nd December to satisfy the Commerce Commission

condition. The Commission anticipates releasing their decision on 28th November 2014.

Outlook

The company expects a continuation of the lift in revenues experienced over the past 12 months. The

Wellington market is improving with an increased amount of outsourced DHB work and steady growth

in ACC and insured patients. Investments in Auckland and Tauranga continue to show steady growth.

Chairman Alan Isaac said “the company sees growth continuing in line with forecasts, supported by

the ongoing focus on efficiencies and cost savings. ACC has increased its budget for elective surgery

and DHB outsourcing work has shown some growth in the recent months though with low margins.

The expectation is for this to continue for the remainder of the financial year.”

As a result of the necessity to provide a trading update and prospective financial information in

connection with the response to the recent takeover offer, the Company provided guidance in late

August that it anticipated that full year EBITDA was likely to be a small improvement on the prior

financial year. The August and September trading results have been in line with expectations so that

expectation remains valid.

Dividend

As the Company is currently the subject to Takeover Offer the Board have resolved not to declare an

interim dividend at this time.

Ends

Issued by Acurity Health Group Limited

24 November 2014

For further enquiries, please contact:

Matthew Kenny

Company Secretary

Acurity Health Group Ltd

Telephone +64 4 381 8127

ACURITY HEALTH GROUP

CONSOLIDATED INCOME STATEMENT For the six months ended 30 September 2014

Audited

Unaudited Unaudited

Year ended

Six months Six months

31-Mar-14

30-Sep-14 30-Sep-13

$000 Notes $000 $000

98,059

Revenue 3 56,547 49,820

Operating expenses

(21,322)

Cost of medical supplies

(12,527) (11,206)

(30,803)

Employee costs

(16,284) (16,016)

(13,738)

Specialist contract expense 3 (10,151) (6,830)

(11,994)

Other expenses

(6,256) (6,152)

(8,172)

Depreciation and amortisation

(4,019) (4,208)

Finance costs

(2,362)

Interest on term loans

(1,034) (1,326)

1,096

Revaluation of derivative financial

instruments

(107) 904

955 Share of profit in associates 529 479

11,719

Profit before income tax

6,698 5,465

(2,642)

Income tax expense

(1,754) (1,406)

9,077

Net profit for period attributable

to shareholders 4,944 4,059

Earnings per share

53

Basic & diluted (cents per share)

29 24

ACURITY HEALTH GROUP

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME For the six months ended 30 September 2014

Audited

Unaudited Unaudited

Year ended

Six months

Six

months

31-Mar-14

30-Sep-14 30-Sep-13

$000 Notes $000 $000

9,077

Profit for the period

4,944 4,059

Other comprehensive income

3,408

Increase in asset revaluation reserve

- -

(1,120)

(Decrease) in investment revaluation reserve

- -

11,365

Total comprehensive income

attributable to shareholders 4,944 4,059

ACURITY HEALTH GROUP

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY For the six months ended 30 September 2014

Notes

Share

Capital

Asset Revaluation

Reserve

Investment Revaluation

Reserve

Retained

Earnings Total

$000 $000 $000 $000 $000

Balance at 1 April 2013 57,210 23,961 1,120 31,866 114,157

Net profit attributable to shareholders - - - 4,059 4,059

Total comprehensive income - - - 4,059 4,059

Dividends paid to Parent's

shareholders 4 - - - (1,382) (1,382)

Balance at 30 September 2013 57,210 23,961 1,120 34,543 116,384

Balance at 1 April 2014 57,210 27,369 - 37,486 122,065

Net profit attributable to

shareholders - - - 4,944 4,944

Total comprehensive income - - - 4,944 4,944

Dividends paid to Parent's shareholders 4 - - - (1,903) (1,903)

Balance at 30 September 2014 57,210 27,369 - 40,527 125,106

ACURITY HEALTH GROUP

CONSOLIDATED BALANCE SHEET As at 30 September 2014

Audited

Unaudited Unaudited

As at

As at As at

31-Mar-14

30-Sep-14 30-Sep-13

$000 Notes $000 $000

ASSETS

Current assets

1,788

Cash and cash equivalents

292 1,600

2,124

Inventories

2,138 2,172

9,343

Trade and other receivables and prepayments

11,328 9,270

- Available-for-sale financial asset - 2,096

13,255 13,758 15,138

Non-current assets

127,665

Property, plant and equipment

129,496 117,730

29,410

Intangible assets

29,108 34,058

7,156

Investment in associates 6 10,205 7,132

93

Trade and other receivables and

prepayments

93 93

164,324 168,902 159,013

177,579 Total assets 182,660 174,151

LIABILITIES

Current liabilities

18,799

Term borrowings - current portion 7 7,288 4,974

3,298

Trade creditors

4,041 2,990

8,073

Other payables and accruals

7,403 7,527

405

Derivative financial instruments

460 648

577

Tax payable

1,180 863

31,152 20,372 17,002

Non-current liabilities

11,252

Deferred tax liability

10,929 9,233

13,110 Term borrowings 7 26,253 31,082

24,362

37,182 40,315

55,514 Total liabilities 57,554 57,317

ACURITY HEALTH GROUP CONSOLIDATED BALANCE SHEET, contd

As at 30 September 2014

Audited

Unaudited Unaudited

As at

As at As at

31-Mar-14

30-Sep-14 30-Sep-13

$000 Notes $000 $000

EQUITY

Capital and reserves

attributable to the

Parent's shareholders

57,210

Share capital

57,210 57,210

27,369

Revaluation reserves

27,369 25,081

37,486 Retained earnings 40,527 34,543

122,065

Total equity

125,106 116,834

177,579 Total equity and liabilities 182,660 174,151

ACURITY HEALTH GROUP

CONSOLIDATED CASH FLOW STATEMENT For the six months ended 30 September 2014

Audited

Unaudited Unaudited

As at

As at As at

31-Mar-14

30-Sep-14 30-Sep-13

$000 Notes $000 $000

Cash flow from operating activities

96,104

Receipts from customers

55,092 50,091

122

Interest received

25 32

(76,379)

Payments to suppliers and employees

(45,857) (39,882)

(2,602)

Income tax paid

(1,474) (1,149)

(2,362)

Interest paid

(1,034) (1,326)

14,883

Net cash inflows from operating

activities 5 6,752 7,766

Cash flow from investing

activities

(5,541)

Purchase of property, plant and

equipment

(5,517) (2,150)

(40)

Purchase of software

(32) (77)

-

Purchase of Shares in EA/LA 6 (3,034) -

993

Dividends received from associates

606 633

213

Dividends received from investment

- -

2,079

Proceeds from available-for-sale

financial asset

- -

3

Proceeds from sale of property, plant

and equipment

- -

(2,293)

Net cash outflows for investing

activities (7,977) (1,594)

Cash flow from financing activities

53,460

Term loans drawn down

60,290 35,050

(63,899)

Repayments of term loans

(65,922) (41,334)

(3,457)

Dividends paid to Parent's

shareholders

(1,903) (1,382)

(13,896) Net cash inflows for financing activities (7,535) (7,666)

(1,306)

Net (decrease) in cash held

(8,760) (1,494)

3,094

Opening cash brought forward

1,788 3,094

1,788 Ending cash carried forward (6,972) 1,600

Cash carried forward includes the

following:

1,788

Cash and cash equivalents

292 1,600

-

Bank overdrafts 7 (7,264) -

1,788 (6,972) 1,600

ACURITY HEALTH GROUP NOTES TO THE INTERIM FINANCIAL STATEMENTS

For the six months ended 30 September 2014

1 BASIS OF PREPARATION

Acurity Health Group Limited was incorporated on 7 November 1988 as Wakefield Hospital

Limited. The Company changed its name to Wakefield Health Limited on 1 August 2005, then

changed its name to Acurity Health Group Limited on 6 August 2012.

The Group, comprising Acurity Health Group Limited and its subsidiaries, is a profit-oriented

entity and its consolidated interim financial statements have been prepared in accordance

with Generally Accepted Accounting Practice in New Zealand and comply with NZ IAS 34

Interim Financial Reporting and IAS 34Interim Financial Reporting.

The interim financial statements of the Group have been prepared in accordance with the requirements of the Financial Reporting Act 2013, the Companies Act 1993 and the New Zealand Stock Exchange (NSX). Acurity Health Group Limited is registered under the Companies Act 1993 and will become a FMC Reporting Entity under the Financial Markets Conduct Act 2013 on 1 December 2014.

These interim financial statements should be read in conjunction with the financial statements

and related notes in the Group's Annual Report for the year ended 31 March 2014 and have

been prepared using the same accounting policies and methods of computation as the Annual

Report.

2 ACCOUNTING POLICIES

The accounting policies adopted are consistent with those of the previous financial year.

3 REVENUE

Audited Unaudited Unaudited

Year ended Six months Six months

31-Mar-14

30-Sep-14 30-Sep-13

$000 $000 $000

82,839 Provision of private healthcare services 46,371 42,914

13,738 Specialist contract revenue 10,151 6,830

1,482 Other revenue 25 76

98,059 Total Revenue 56,547 49,820

ACURITY HEALTH GROUP

NOTES TO THE INTERIM FINANCIAL STATEMENTS

For the six months ended 30 September 2014

3 REVENUE, contd

Specialist contract revenue

Specialist contract revenue comprises revenue received related to surgeons and anaesthetists

where the Group is contractually the lead provider of the services. This arises on contracts

with ACC, DHBs and the Southern Cross Healthcare Affiliated Provider Scheme. The fees paid

to surgeons and other specialists for the performance of their services are included in

specialist contract expenses.

During the 2014 year, the Group amended the specialist contract revenue to reflect contracts

where the Group is considered as the principal in the transaction rather than as an agent. For

the period ended to 30 September 2013 we have restated the comparative figures to include

an additional $1.79 million of specialist contract revenue and have made a corresponding

increase of $1.79 million to specialist contract expenses for same period. There was no net

impact on the profit and loss and no impact on assets and liabilities recognised.

4 DIVIDENDS

Year ended 31-Mar-14

Six months 30-Sep-14

Six months 30-Sep-13

Cents

Cents

Cents

per

per

per

Share $000 Share $000 Share $000

Recognised amounts

Fully paid ordinary shares

8.0 1,382 Final - prior year 11.0 1,903 8.0 1,382

6.0 1,037 Interim - current year - - - -

6.0 1,038 Special - current year - - - -

The dividends are fully imputed.

ACURITY HEALTH GROUP

NOTES TO THE INTERIM FINANCIAL STATEMENTS

For the six months ended 30 September 2014

5 NOTES TO THE CASH FLOW STATEMENT

Reconciliation of profit for the period with cash flows from operating activities

Audited

Unaudited Unaudited

Year ended

Six months Six months

31-Mar-14

30-Sep-14 30-Sep-13

$000 $000 $000

9,077 Net profit for the period

4,944 4,059

Non-cash items included in net profit

8,172 Depreciation and amortisation expense

4,005 4,159

68

Loss on disposal of property, plant and

equipment

14 49

(3) Doubtful debts expense

8 (11)

(1,096)

Revaluation of derivative financial

instruments

107 (904)

(1,103)

Gain on disposal of investment in available-

for-sale asset

- -

(955) Share of profit in associate

(529) (479)

(68) Deferred tax

(281) (180)

Impact of changes in working capital

items

13 Decrease/(Increase) in inventories

(14) (34)

(387) Increase in receivables

(2,168) (387)

1,269 Increase in payables

106 1,058

109 Increase in taxation

560 436

Items classified as investing activities

(213) Dividends received

- -

14,883

Net cash inflows from operating

activities 6,752 7,766

ACURITY HEALTH GROUP

NOTES TO THE INTERIM FINANCIAL STATEMENTS

For the six months ended 30 September 2014

6 INVESTMENTS IN ASSOCIATES

In September 2014, the Group exercised its option to purchase a further 10% shareholding in

Endoscopy Auckland Limited and Laparoscopy Auckland Limited for total consideration of $3.0

million. Notional goodwill of $2.8 million has been identified as a result of this additional

investment. The remaining option to acquire a further 10% stake in each business is

exercisable in September 2016. The vendor has a matching option to put the shares to the

Group.

For accounting purposes, the additional 10% interest in each company has been treated as

effective from 1 September 2014. Accordingly, the Group's income statement for the six

months ended 30 September 2014 includes five months at 30% and one month at 40% of

equity earnings for each company.

7 BORROWINGS

I

8 COMMITMENTS

Commitments for the purchase of property plant and equipment but not accrued for at 30

September 2014 were $1.72 million (30 September 2013: $0.7 million).

Audited Unaudited Unaudited

Year ended Six

months Six

months

31-Mar-14

30-Sep-14 30-Sep-13

$000 $000 $000

Current

- Bank overdrafts

7,264 -

18,799 Bank borrowings

24 4,974

18,799 7,288 4,974

Non-current

13,110 Bank borrowings 26,253 31,082

13,110 26,253 31,082

ACURITY HEALTH GROUP NOTES TO THE INTERIM FINANCIAL STATEMENTS

For the six months ended 30 September 2014

9 SUBSEQUENT EVENTS

On 14 November 2014 the Board approved a taxable bonus issue of 2 shares for every 11

existing ordinary shares conditional on Connor’s takeover offer being declared unconditional

in all respects. Subject to there being no extension of the closing date or condition date for

Connor’s offer, the bonus issue will have a record date of 5.00pm on 28 November 2014. The

bonus issue does not change the aggregate consideration that will be paid to shareholders

who accept the Connor takeover offer or who have shares compulsorily acquired. Each

shareholder will receive $7.25 for each share held prior to the bonus issue.

10 RELATED PARTY TRANSACTIONS

During the period ended 30 September 2014, Connor Healthcare Limited, of which Austron

Limited (“Austron”) and the Royston Hospital Trust Board (“Royston”) are shareholders, made

a takeover offer and costs related to the takeover totalling $355,000 were charged to Connor

by the Group. The balance outstanding by Connor at 30 September 2014 was $355,000 (2013:

$nil).

No new classes of related party transactions have arisen during the period ended 30

September 2014 and the nature of existing related party relationships are unchanged from

those disclosed in the Group's Annual Report at 31 March 2014 other than those mentioned in

the preceding paragraph.