ANNUAL REPORT OF THE MEDORT GROUP
Transcription
ANNUAL REPORT OF THE MEDORT GROUP
ANNUAL REPORT OF THE MEDORT GROUP 2013 CONTENTS 1. KEY FIGURES OF THE MEDORT GROUP 2. ON OUR WAY TO THE FUTURE 3. MEDORT’S MISSION 4. DETERMINANTS OF GROWTH IN THE MEDICAL MARKET 5. ABOUT MEDORT 6. LOCATION OF COMPANIES AND KEY MARKETS 7. OUR PRODUCT BRANDS 8. INNOVATIONS IN THE MEDORT GROUP 9. HISTORY 10. MEDORT DEVELOPMENT STRATEGY 11. MANAGEMENT BOARD, SUPERVISORY BOARD 12. CONSOLIDATED STATEMENT OF FINANCIAL POSITION IN 2013 1. KEY FIGURES OF THE MEDORT GROUP Brands EBITDA [PLN] Sales [PLN] 14 % 9.4m 124m 7.7m 90m 5.1m 79m 61m 86 % 3.1m Own brands 2010 2011 2012 2013 Sales to external clients in 2013 51.43 % 2010 2011 Sales by category in 2013 20.02 % Own brands (Q1 2014) 10.5 % 14 % 16.77 % Hungary External brands 22 % 63 % Poland 2013 2012 12.6 % 68.4 % 11.77 % Meyra Germany (since the Meyra-Ortopedia acquisition, dated November 2013) Rehabilitation Viteacare Memo Orthopedics Rehab Kropla Zdrowia Russia Health products Qmed Inflex 3 2. “ON OUR WAY TO THE FUTURE” Dear All, the year 2013 in the Medort Group abounded in many important events which allowed our organization to develop with resilience and reinforce its position on the medical equipment market. The purchase of the organized division of the German company Meyra-Ortopedia GmbH – the leading producer of rehabilitation products in Germany – has been the most important of all the last year’s events. In consequence of this movement, we have finalized further acquisitions in the first months of 2014, including the takeover of Meyra-Ortpedia Kft in Hungary, MEYRA RU in Russia, MEYRA ČR s.r.o.w in the Czech Republic, and Meyra Ortopedia Danmark K/S in Denmark. At the same time, that year was a special one for our organization since we celebrated the 25th anniversary of the Medort company. The anniversary celebrations were dedicated to the founders of the company – Barbara and Tomasz Perner – as well as to our employees, whose commitment allowed us to reach the ambitious goals we had been after. In 2013, the Medort Group also completed the construction of a new active wheelchair manufacturing plant in Poland, where in March 2013, our subsidiary – the Mtb Poland company – started production of the new AVIATOR and TORNADO wheelchairs that superbly complemented the offer of our group. These achievements make us proud of the work we have done together. We are also delighted that we have a chance to work for the organization which helps many disabled across the entire Central Europe every day. Thanks to our products we can improve their mobility, help them recover after injuries, and provide preventive healthcare for entire families. Our success would not be possible without passion and commitment that we employed in order to aid people in tackling their health problems every day. Mariusz Smela President of the Management Board of Medort S.A. 4 3. MEDORT’S MISSION The Medort Group provides people with comprehensive help in recovering or improving their mobility by supplying them with innovative technologies in the field of orthotics, rehabilitation products, home care products, and the support equipment. MISSION Our mission is to create a group of companies interacting in corporate synergy in order to restore everyday fitness of people and transform their satisfaction into benefits for our shareholders. AIM Medort’s aim is to become the leading supplier of rehabilitation and orthotic equipment in Europe as well as the significant distributor on the global market. VALUE Our value is the provision of harmony between the interests of our clients, employees and proprietors through uniting all entities within our Group. INNOVATION EFFICIENCY GROWTH 5 4. D ETERMINANTS OF GROWTH IN THE MEDICAL MARKET •The medical equipment market includes, among others, products for: surgery, the circulatory system, home care, orthotics and rehabilitation. •According to Espicom Business Intelligence, the global medical equipment market reached a value of 232 billion EUR in 2012 and the 3-5% growth tendency will last at least until 2016. •It is estimated there are 650 million disabled which makes ca. 10% of the total world population. •The rehabilitation and orthotic equipment market falls into the medical equipment market and includes products that aid regaining the physical mobility. •The Medort Group operates in the following fields of the rehabilitation and orthotic market: •non-invasive orthotic equipment, •rehabilitation products, •orthotic shoes, •support equipment. •Favorable prospects for the rehabilitation and orthotic market growth, resulting chiefly from the factors such as: •aging population, •changing structure of illness rates, increasing number of injuries, •changing lifestyle, growing physical activity of the population, •increasing level of health awareness, •growing wealth of the population. Main factors deciding about the growth of the rehabilitation and orthotic market include: Aging population •Twofold increase in population over 65 from 87.5 million in 2010 to 152.6 million in 2060, which will make 30% of the total world population. •Increase in the number of injuries and disorders will create higher demand for rehabilitation and orthotic products. European Union Hungary Poland Czech Republic Romania 30% 4. D ETERMINANTS OF GROWTH IN THE MEDICAL MARKET Changes in the refund policy •Introduction of the partial refund for the rehabilitation and orthotic products will improve consumer awareness and result in selecting affordable, high quality equipment more frequently. •The significantly lower refund level for the rehabilitation and orthotic products in East-Central Europe in comparison to Western Europe suggests high potential for growth on the market of the former. European Union Hungary Poland Czech Republic 9.0% 8.0% 7.0% 6.0% 5.0% 4.0% 3.0% 2.0% 1.0% 0.0% 2015 2020 2025 2030 2035 Public healthcare spending as % od GDP Source: The 2012 Ageing Report, Eurostat 20% 15% 10% 5% 0% 2010 2015 2020 2025 2030 2035 2040 Elderly population (65 and over) as % of total population Source: The 2012 Ageing Report, Eurostat 6 •Positive correlation between the growth of the income of the population and expenses on the rehabilitation and orthotic products. •The increase in GDP is expected to stimulate further growth of health care expenses. •Bridging the gap between the regions of East-Central Europe and Western Europe in terms of expenses on the rehabilitation and orthotic products. European Union Hungary Poland Czech Republic Romania 40.0 35.0 30.0 25.0 20.0 15.0 10.0 5.0 0.0 2010 2015 2020 2025 2030 2035 2040 GDP per capita in 2010 prices [EUR thousand] Source: The 2012 Ageing Report, Eurostat EUR 0 50 100 150 200 Change of lifestyle 2010 25% Romania Growing wealth of the population 2040 •The increasing rate of the diseases of affluence will create higher demand for rehabilitation and orthotic products. •At the same time, the growth of the physical activity is observable, which results in the increase of the number of injuries, thus creating higher demand for the therapeutic as well as rehabilitation and orthotic equipment. •The rise of awareness among patients and doctors positively influences the use of high-tech products. 215 Germany 158 France 107 United Kingdom 100 Czech Republic 48 Hungary 44 Poland Croatia 37 Lithuania 36 29 Russia Bulgaria 21 Expenditures on medical equipment and supplies per capita in selected European countries in 2012 Source: EBI, Note: Translated at the fixed FX rate EUR/USD =1.3 7 5. ABOUT MEDORT Our medical company was founded in 1988 by Doctor Tomasz Perner and at that time, it produced orthoses. Currently, the Medort Group has been transformed into a group of companies that focus on home care products, rehabilitation products, 6. LOCATION OF COMPANIES AND KEY MARKETS and the non-invasive orthotic equipment offered mostly to clients in Western Europe, East-Central Europe and the Russian Federation. Today, our products are exported to 65 countries. There are 12 companies within the Medort Group with the total number of employees exceeding 550. 8 Awards and distinctions In 2012, the Medort Group became one of the finalists of the prestigious European Business Award program, which assembles most innovative, ethical and dynamically developing companies from Europe. Medort was awarded with the prize which is used to honor a company for exceptional financial results, being a leader in its industry as well as for flexibility and ethics in business. The management board of the Medort company is headquartered in Łódź, Poland. There are also key functional departments of the company, i.e. the accounting and legal services, controlling, IT, and marketing, which also provide services to other companies within the group. Western Europe The Meyra GmbH company, located in the northwestern Germany, plays a vital role for the Medort Group in developing sales on the European markets. The modern Kalletal plant manufactures the most advanced rehabilitation products. Meyra, with its 10% market share, is the leader in the sales of the rehabilitation equipment on the German market. At the same time, its products are exported to the majority of countries within the EU and 62 countries in total. Meyra’s offer includes a variety of wheelchairs (active, sports, or classic, dedicated to different groups of users), electric wheelchairs and scooters, accessory rehabilitation equipment, and brand-name orthopedic products. Domestic Export Production plants 1×PP Kalldorf (GER) 2×PP Łódź (PL) Medort in Łódź, Poland Meyra company in Germany 9 6. LOCATION OF COMPANIES AND KEY MARKETS Central Europe In Poland, the tasks of manufacturing the rehabilitation and orthotic products and distributing them in wholesale are executed by the MDH company, located in the Special Economic Zone (SEZ) in Łódź. The Group supplies its products through the wholesale distribution channel to more than 1000 external medical shops in Poland. The production takes place in two plants, both located in Łódź. One of them operates in the SEZ and manufactures MEMO corrective shoes for children, orthotic equipment, and rehabilitation products. The other plant specializes in the production of lightweight wheelchairs for active users. It is located in the southern part of Łódź and managed by the MTB Poland subsidiary company. All production plants meet quality standards, such as ISO 9001:2008, ISO 13485:2003, ISO 14001:2004, and PN-N-18001: 2004. 6. LOCATION OF COMPANIES AND KEY MARKETS the name of Kropla Zdrowia. Today, these products are available not only in medical shops but also in selected pharmacies, drugstores and natural products shops. 10.7 % 89.3 % 89.3 % 35 % 65 % 10.7 65 % 35 % Retail distribution in Poland takes place in 50 controlled shops operating under the “LIFE+” brand. This provides the Medort Group with the biggest retail chain in Poland, with the ca. 10.5% of market share. Others Medort Group Others Medort Group Others Medort Group Others Medort Group Rehabilitation and orthotics market in Poland Rehabilitation and orthotics market in Poland Rehabilitation market in Hungary (2013) (2013), including rehabilitation and orthotic Rehabilitation market in Hungary (2013) including and orthotic Expenses on medical equipment (per capita) products – basic activity of(2013), the Medort Grouprehabilitation Expenses on medical equipment (per capita) products – basic activity of the Medort Group Source: The Company Source: The Company, National Health Fund Source: The Company, National Health Fund Source: The Company High storage warehouse in Szentendre, Hungary Sales in 2013 by countries (Sales to external clients) Region Concurrently, the Medort Group decided to develop natural cosmetics based on nano silver, kaolin and argan, distributed under 10 Total in million PLN Poland – wholesale 30,54 Poland – retail 28,35 Hungary Germany (since November 2013) Russia 22,92 19,20 13,48 In Hungary, Medort operates through the Rehab Zrt. company, a wholesale market leader, with more than 35% of market share. It is also a recognizable brand of the rehabilitation and orthotic equipment that dates back to 1915. After the acquisition of Meyra Ortopedia GmbH, the market share will increase in the following years thanks to trading operations executed on this market by the Meyra-Ortopedia Kft company. Currently, products of the Rehab brand are distributed through wholesale distribution channels and the franchising chain of 35 shops. The brand mostly includes rehabilitation products. At the moment, its product range is being gradually expanded to other product categories. The company uses an advanced high storage warehouse, with the area of 1500 square meters, which is located in Szentendre on the outskirts of Budapest. 11 Eastern Europe Sales in the Russian Federation are operated by wholesale companies: Medort Ru and Medort Eurazja. They are specialized in supplying products manufactured in Poland. The verticalizing products, known under the Parapodium brand, are especially popular on this market. In Russia, the Meyra company also marked its presence (“МАЙРА-КРЕСЛА-КОЛЯСКИ И СРЕДСТВА РЕАБИЛИТАЦИИ”) by being a significant market share holder in terms of distributing a wide range of wheelchairs. 7. OUR PRODUCT BRANDS 7. OUR PRODUCT BRANDS Rehabilitation Orthotics Health products Qmed – a brand which offers comprehensive orthotic solutions to people with dysfunctions of locomotor organs, including orthoses for the spinal cord, trunk and upper and lower limbs. Qmed products effectively support treatment and rehabilitation of the variety of dysfunctions of locomotor organs. Memo – a patented, dynamic diagnostic system for foot disorders in children. It consists of a wide range of shoes with diagnostic soles and corrective inserts. ViteaCare – a range of rehabilitation and accessory products that includes: products for prevention and treatment of bedsores, wheelchairs with a high standard of functionality (dedicated to various groups of users), bathroom and support equipment as well as products for children. Meyra – a brand of rehabilitation products serving the broadly defined rehabilitation needs, both functional and social, that are created for those with the limited mobility. These high quality products are designed with the touch of modernity and they incorporate the most advanced solutions and material technology. The range of the rehabilitation and accessory equipment includes: wheelchairs with a high standard of functionality, electric wheelchairs and scooters, and accessory equipment. Rehab – a recognizable brand of the Hungarian producer of the rehabilitation and orthotics equipment. Its beginnings date back to 1915. The Rehab products are distributed through wholesale distribution channels and the franchising retail chain. The brand includes rehabilitation and support equipment. 12 Meyra Medical – these products meet all the criteria for orthotic solutions. They are extremely comfortable and functional in the process of treatment. Qmed – a brand under which we offer products for preventive healthcare, mainly everyday products that improve sleep quality, functioning at home, at school or at work, and the overall physical condition. This group of products includes therapeutic pillows and mattresses as well as exercise and massage products. 13 Inflex – a group of technologically advanced foot care products that serve a variety of functions, such as: supporting proper feet development, treating feet deformities, providing everyday comfort and hygiene, protecting feet against bedsores, corns, abrasions and injuries. Kropla Zdrowia – a group of products that are based on natural ingredients with nano silver, kaolin and argan as their main AIs. This range of products is designed for personal hygiene and everyday care of the entire body. Thanks to its unique formula, they reduce inflammation, nourish and regenerate the skin. They are soothing and lenitive and they mineralize the skin, improving the natural skin barrier. 8. INNOVATIONS IN THE MEDORT GROUP – In order to meet the increasing demand for the technologically advanced mobility support equipment, the Group started the MTB project. In the new production plant, the MTB Poland company launched the production of lightweight wheelchairs for active users. New products are based on our own solutions and incorporate unique technology in their construction. – The “New Orthopedics” project is about designing the orthopedic surgeries from scratch and creating for this purpose completely new products that will be innovative both in terms of functionality and design. All products reflect global trends in orthoses that become inspired by other areas of life (e.g. automotive industry). The diagnostic knee joint orthoses is one of the first products designed within the “New Orthopedics” project. The new buckle will enable perfect adjustment to the patient’s body and will be equipped with the electronic device to stimulate the injured area. – The Group intends to refresh and strengthen the image of the Memo brand. Therefore, it is planning to introduce the new, original design of the Memo shoes in cooperation with the renowned designer Kobi Levi. The product range development is also supported by introducing new products from external manufacturers. In 20112013, more than 35 such products joined our product range. 14 In recent years, the Group has filed patent applications for the following technological solutions: •dynamic corset, •center of gravity adjustment mechanism for wheelchairs, •safety lock for the rehabilitation products, •production routing of the orthosis buckle, •production routing of the orthotic device, especially to be employed in the rigid elements for the active stimulation of the injured area, •electronic system for controlling the treatment progress in orthoses, •pneumatic system for controlling pressure in foot-shin orthoses. The Group invests in the Marmed retail company, which later becomes, along with the SSO Medort, the main entity forming the network of Life+ medical shops. Medort starts production of Dynamic Parapodium which remains one of the main export products of the Group until this day. Patent pending Development of new products and product innovation are the important factors of the Medort Group’s success. The organization has its own R&D department which introduced over 30 new products in 2011-2013. The Group is strongly committed to designing innovative aspects of its products, i.e. functionality, material quality, and the advanced construction. 9. HISTORY Medort company, an orthotic equipment manufacturer, is founded as the first private company in this industry in Poland. 1988 1991 The group of companies including SSO Medort, MDH and Medort S.A. is established. 1996 1997 Medort opens its first orthopedic shop, the germ of the future network of shops. 1998 The distributing company Medort Eurazja is established in the district of Niżnij Nowgorod. The Orthopedica company incorporates its shops into the Life+ chain. 2000 2003 The Group starts manufacturing the MEMO shoes and rehabilitation equipment in the Special Economic Zone in Łódź. Medort attracts the financial investor from Sweden, the Lindengruppen AB company, which takes up 40% of shares. Medort transforms into jointstock company. Medisoft, the rehabilitation and orthotics equipment retailer, operating in central and eastern Poland, is acquired. The Mtb Poland subsidiary company launches production of active wheelchairs in the new production plant. 2007 2008 2013 2013 Medort purchases 100% of shares in the Rehab company, the leader in Hungary with nearly a century-long tradition. The Medort RU company is established in Russia and starts distribution within the Russian Federation. The Avallon MBO fund repurchases 40% of shares from the former financial investor Lindengruppen AB. The first company within the Group is established in Russia. Medort invests in the Rehmed retail company. 15 2011 In November, Medort acquires the Meyra Ortopedia company, the leader on the rehabilitation market in Germany, and several other Meyra’s companies in Europe. 10. MEDORT DEVELOPMENT STRATEGY 11. MANAGEMENT BOARD Mariusz Smela •Position: President of the Management Board •In Medort since 1996 •Experience: Many years of experience in the rehabilitation and orthotic equipment market on the managerial posi- Our aim for the near future is to maintain the dynamic development of sales on the existing and new markets. The outlined development strategy shall aid us in reaching the following goals: •becoming the global leader in distribution and production of the rehabilitation and orthotic equipment; •obtaining the necessary certificates for the selected products of the MDH product-based company in Russia and Western Europe; •further developing and expanding into new regions of Europe and Russia. The Group intends to reach the above-mentioned strategic goals through: •developing the organization by acquiring companies on new markets; •increasing the sales of Meyra brand products in Germany and on export markets; •further reinforcing the leading position in the field of producing the special rehabilitation and orthotic equipment and its distribution (both wholesale and retail) in Poland; •increasing the sales of the orthotic and commercial products and maintaining the dominant market position in Hungary; •strengthening and developing the competitive position in distribution the rehabilitation and orthotic equipment in the Russian Federation, especially in wholesale; •increasing market share in Denmark and the Czech Republic through the Medort Group companies. The development strategy has been outlined on the basis of the division of the Group’s business activity into crucial, in terms of development, functional and geographical areas. The accepted directions of development shall provide the Group with the further increase of profitability, while the anticipated activity on foreign markets shall contribute to strengthening the Group’s position in the CEE region and serve as a springboard for the further expansion into highly profitable markets of Western Europe, Asia and the USA. The long-range goal of the Medort Group is the considerable diversification of markets as well as the increase in significance of the export. The Group sets the target for the export at no less than 50% in relation to the overall sales in 2016. Furthermore, the Medort Group shall strive to reach at least 50% share of the most 16 tions; since 2009 President of the Management Board of Medort S.A. •Main responsibilities: Strategic management, supervising the Medort’s activity, especially the retail sales and the development on foreign markets. Michał Perner •Position: Vice-President of the Management Board •In Medort since 1996 •Experience: Many years of experience in the rehabilitation and orthotic equipment market on the managerial positions, including Managing Director of profitable internal brands and exclusive external brands sales in the total sales revenue. The strategy of development projects the reinforcement of the established position on the Polish market, among others, by consolidating activities within the industry. The sales development on European markets shall be enabled through the active extension of consumer groups in the most attractive segments, the increase of Meyra’s sales in Germany and on export markets, and acquisitions in Europe and other regions. These operations shall help us execute our strategic plan. Doktor Perner (now MDH) and Ortocentrum. •Main responsibilities: Outlining, implementing and executing the Group’s strategy, maintaining international relationships, marketing and foreign markets. Paweł Robak •Position: Chief Financial Officer, Member of the Board •In Medort since 2009 •Experience: Many years of experience in the rehabilitation and orthotic equipment market on the managerial posi- tions, including CFO of large companies in energy, construction, metallurgy and furniture industries. •Main responsibilities: Finance, bookkeeping, maintaining relationships with financial institutions, retail sales activity. Piotr Baczyński •Position: President of the Management Board of MDH Sp. z o.o. •In Medort since 2000 •Experience: Many years of experience in the rehabilitation and orthotic equipment market on the managerial positions, including Sales Director and Managing Director. 17 •Main responsibilities: Executing the Group’s strategy, especially the wholesale in Poland and abroad, supervising the wholesale– and product-based companies. 11. SUPERVISORY BOARD Members of the Supervisory Board Robert Więcławski A Partner of AVALLON MBO FUND. The Vice-President of the Management Board of AVALLON Sp. z o.o. - a company administering private equity funds - since 2006; a Member of the Management Board of AVALLON MBO S.A. – a company investing in management buyouts; a Member of the Investment Committee of AVALLON MBO FUND. A graduate of the University of Lodz, Faculty of Economy and Sociology; the holder of an MBA (Leon Kozminski University in Warsaw – 2001) and a stockbroker license. Robert Więcławski worked as a stockbroker for the Powszechny Bank Gospodarczy Brokerage House in Lodz and for BRE Brokers Bank Rozwoju Eksportu S.A. in Warsaw. In 2001-2007, he consulted numerous management buyout transactions supervised by AVALLON. Since 1997, he has been sitting in the Supervisory Boards of many companies, including those quoted on the stock exchange as well as portfolio companies – AVALLON MBO S.A. and AVALLON MBO FUND. Tomasz Stamirowski A Senior Partner of AVALLON MBO FUND. The President of the Management Board of AVALLON Sp. z o.o. – a company administering private equity funds - since 2001; since 2004 – the President of the Management Board of AVALLON MBO S.A. – an investment fund. A graduate of the Faculty of Foreign Trade at the University of Lodz and the Faculty of Management at the University of Grenoble (France); has extensive experience in working in financial institutions as well as thorough knowledge of the corporate market, structural financing areas, mergers and acquisitions. Tomasz Stamirowski started working in 1993 in the Restructuring Department of Powszechny Bank Gospodarczy in Lodz; in 1995, he was appointed a member of the management of the PBG Investment Fund (since 1998 – Pekao Capital Fund), operating within bank structures. A member of the supervisory boards of many companies (including those quoted on the stock exchange). Piotr Miller A partner at AVALLON MBO; a graduate of the Faculty of Law at the University of Lodz; a lawyer. In 1995-1999, Piotr Miller worked as an attorney for Grupa Zarządzająca Łódź – a PBG Bank S.A. investment company. He 18 acquired his experience on the private equity market at Copernicus Capital Partners – a company administering private equity funds in Poland and in the Balkans, as well as NFI Octavia and Piast funds. He was the President of the management board of NFI Piast S.A. 12. CONSOLIDATED STATEMENT OF FINANCIAL POSITION IN 2013 Dear All, 2013 was another year of systematic execution of the development strategy of the Medort Group. We aim to maintain permanent growth of value for our shareholders and satisfaction for our stakeholders, i.e. clients, patients, employees, and commercial partners, through the creation of the comprehensive, integrated and unique offer on the rehabilitation and orthotic equipment market. Barbara Perner Member of the Supervisory Board Medort SA, shareholder. Graduated from Lodz Institute of Technology, at Land Construction. In 1988 founded Medort together with husband Dr. Ryszard Tomasz Perner. Until January 2009 CEO of Medort S.A. The purchase of the organized division of the German Meyra-Ortopedia GmbH company – an icon of the rehabilitation industry that is recognizable across Europe and on the global markets – provides new prospects for development, especially the opportunity to introduce the “premium” products to the biggest European market in Germany as well as the access to the new distribution channel in Europe. Thanks to the systematically executed strategy and dynamically growing financial results, investor confidence rate is gradually increasing. In 2013, we sold the B series bonds at subscription (with total nominal value of 25 880 000 PLN) which were quite rapidly placed on the Catalyst bond market. Furthermore, the Medort’s equity was raised to the level exceeding 25 million PLN. The Group has been dynamically growing in the recent years. In 2014, it is anticipated to exceed 300 million PLN of consolidated revenue, thus amounting to almost 143% increase in consolidated sales in comparison to the last year. Mariusz Stępień Member of the Supervisory Board Medort SA. CEO of Marmed hearing care and Marmed Healthcare Sp. z o.o . He is former owner and CEO of Marmed Sp. z o.o and currently a shareholder of Medort SA. In 1989, the founder and owner of Marmed that after five years, becoming the largest chain of medical stores in Southern Poland. When connected to the SSO Medort Sp. z o.o., Chairman of the Board, shareholder and member of the Supervisory Board of the Life Plus medical stores. On behalf of the entire Medort Group, we would like to extend our thanks to the Shareholders and Bondholders for the confidence they placed in us and those who really enabled the company to succeed – Employees, Collaborators and Commercial Partners of the Medort Group. Yours faithfully, President of the Board Mariusz Smela Vice-President of the Board Michał Perner Board Member Paweł Robak 19 Board Member Tadeusz Baczyński CONSOLIDATED INCOME STATEMENTS 2013 AND 2012 CONSOLIDATED STATEMENT OF FINANCIAL POSITION ASSETS in PLN 2013 2012 in PLN 31.12.2013 31.12.2012 Fixed assets Continuing operations Sales revenues 123 634 631 90 317 008 Operating expenses 115 566 400 83 944 170 Profit/loss from sales 8 068 231 6 372 838 Other operating revenues 3 034 880 1 617 763 Other operating expenses 4 115 856 1 512 495 22 674 633 323 323 164 514 6 951 747 4 896 944 Other intangibles 12 561 362 1 455 749 Deferred income tax assets 821 069 681 265 Long-term investments 250 665 2 011 322 Other assets 576 484 674 093 Fixed assets 44 159 283 18 331 747 Inventory 36 451 437 16 807 302 Trade and other receivables 22 209 827 16 443 220 Receivables from tax, customs and social security 566 345 643 429 Tangible assets Completed development expenses Goodwill 8 447 860 Profit/loss from operating activities 6 987 255 6 478 106 Financial revenues 1 376 441 338 017 Financial expenses 7 009 354 2 318 039 Profit/loss before deducting taxes 1 354 342 4 498 084 Income tax 1 804 213 760 633 Other statutory reductions of profit – 290 122 Short-term investments 600 628 1 086 076 Cash and cash equivalents 15 059 205 6 216 129 Minority profit/loss 110 316 283 682 Profit/loss from continuing operations -560 187 3 163 647 Net profit/loss -560 187 3 163 647 Total revenue -560 187 3 163 647 Attributable to dominant shareholders -670 503 2 879 965 Attributable to minority shareholders 110 316 283 682 – dominant shareholders -670 503 2 879 965 – minority shareholders 110 316 283 682 Current assets Other assets 1 039 323 348 498 Current assets 75 926 765 41 544 654 Total assets 120 086 048 59 876 401 Total revenue attributable to shareholders 20 21 CONSOLIDATED STATEMENT OF FINANCIAL POSITION CONSOLIDATED PROFIT AND LOSS ACCOUNT LIABILITIES AND EQUITY in PLN 31.12.2013 in PLN 2013 31.12.2012 Equity 2012 Continuing operations Primary capital 1 789 617 1 270 886 Capital reserve 57 841 224 30 481 545 Other capital 1 850 340 1 850 340 Exchange differences -705 589 -61 049 Retained earnings Capital attributable to minority shareholders -10 915 258 497 752 -6 862 864 879 896 Equity 50 358 086 27 558 754 Long-term loans and credits 3 660 091 777 784 Other financial liabilities 770 530 1 101 679 Pension liabilities 61 281 47 388 Debt securities liabilities 25 940 946 – Deferred tax liability Total long-term liabilities 882 467 31 315 315 LIABILITIES Long-term liabilities 673 365 2 600 216 LIABILITIES Short-term liabilities Trade and other liabilities 17 208 606 9 295 328 Short-term loans and credits 14 685 477 14 512 186 Other financial liabilities 1 011 118 598 987 Tax, customs and social security liabilities 2 355 819 2 256 037 Pension liabilities 196 346 240 677 Deferred revenues 607 595 815 340 Other liabilities 1 547 799 1 743 385 Accruals 799 887 255 491 Total short-term liabilities 38 412 647 29 717 431 Total liabilities 69 727 962 32 317 647 Total liabilities and equity 120 086 048 59 876 401 22 Net sales revenues 123 634 631 90 317 008 Net revenues from sales of products 19 197 995 9 308 895 Change in the balance of products 8 863 715 5 720 485 Manufacturing cost of products for internal purposes 273 295 663 894 Net revenues from sales of goods and materials 95 299 626 74 623 734 Operating expenses 115 566 400 83 944 170 Profit/loss on sales 8 068 231 6 372 838 Other operating revenues 3 034 880 1 617 763 Other operating expenses 4 115 856 1 512 495 Profit/loss from operating activities 6 987 255 6 478 106 Financial revenues 1 376 441 338 017 Financial expenses 7 009 354 2 318 039 Profit/loss before deducting taxes 1 354 342 4 498 084 Income tax 1 804 213 760 633 Other statutory reductions of profit – 290 122 Minority profit/loss 110 316 283 682 Profit/loss from continuing operations -560 187 3 163 647 Net profit/loss attributable to: -560 187 3 163 647 – dominant shareholders -670 503 2 879 965 – minority shareholders 110 316 283 682 23 CONSOLIDATED CASH FLOW STATEMENT Cash flow from operating activities Profit/loss before deducting taxes Adjustments Variation of the minority shareholders’ capital Depreciation Profit/loss from exchange Interest and dividends Profit/loss from investment activities Change in provisions Change in inventory Change in receivables Change in short-term liabilities excluding credits and loans Change in prepayments and accruals Other adjustments Net cash resources from operating activities Inflows from sales of intangible and tangible assets Repayment of long-term loans Received interest Sale of financial assets Outflows for purchase of intangible and tangible assets Investments in real property and intangible assets Purchase of financial assets Granted long-term loans Other long-term financial assets Other investment expenses Net cash resources from investment activities Net inflows from issuance of shares Inflows from credits and loans Inflows from issuance of bonds Repayment of credits and loans Payment of liabilities arising from financial leases Interest Other financial expenses Net cash resources from financial activities Net change in cash and cash equivalents Cash opening balance Closing balance of cash 24 SHAREHOLDERS OF THE MEDORT in PLN 2013 2012 -560 187 -9 453 282 -382 143 2 396 269 – 5 572 249 -42 485 1 101 862 -19 644 135 -5 689 523 6 923 365 -188 626 499 885 -10 013 469 42 485 1 016 055 – 1 244 602 -27 887 462 – – -292 333 – – -25 876 653 24 149 368 3 055 598 25 940 946 -5 572 249 -1 098 336 -1 268 300 -473 829 44 733 198 8 843 076 6 216 129 15 059 205 3 163 647 2 597 915 426 099 1 249 857 -41 344 -1 091 969 -163 330 -21 666 3 836 093 1 931 942 -1 796 742 -1 149 708 -581 317 5 761 562 44 260 260 523 653 – -657 999 -61 450 -1 069 603 -1 086 076 -658 791 -600 827 -3 829 310 – 1 515 555 – -1 566 548 -613 972 – -1 211 394 -1 876 359 55 893 6 160 236 6 216 129 Shareholders of the Medort company as for 31st December 2013 Number of shares of a given type and their value Shareholder’s name Ordinary Share in the capital Nominal value Coöperatief Avallon MBO U.A 970 791 1 005 373.00 Michał Perner 250 000 Barbara Perner 25 000 Meditoa Assets LTD 21 911 Tadeusz Baczyński 10 250 Mariusz Stępień Avallon Sp. z o.o. Swiss based private inwestor 56.18 % 250 000.00 13.97 % 25 000.00 1.40 % 21 911.00 1.22 % 10 250.00 0.57 % 12 386 12 386.00 0.69 % 9 078 32 421.00 1.81 % 144 380 432 276.00 24.16 % 1 443 796 1 789 617.00 25 100.00% EMPLOYMENT STRUCTURE DETAILED DESCRIPTION OF CHANGES IN VALUE OF THE GENERIC GROUPS OF FIXED ASSETS, INTANGIBLE ASSETS AND LONG-TERM INVESTMENTS The average number of employees within the Group for the period of January-December 2013 ran at the following level 31.12.2013 31.12.2012 556 280 Average number of employees The increase in the number of employees in 2013 resulted from the acquisition of the following entities: •Meyra Gmbh •MTB Poland Sp. z o.o. Completed in PLN development expenses 190 151 Opening gross value of intangible assets 1 483 846 Other intangible assets Total As for 31.12.2012 2 214 738 3 698 584 1 483 846 1 025 663 2509 509 a. increases 327 239 – 11 673 553 12 000 792 – – – – 1 329 382 1 329 382 b. decreases Closing gross value of intangible assets 1 811 085 13 950 291 15 761 376 1 483 846 2 214 738 3 698 584 Opening accumulated depreciation 1 319 332 758 989 2 078 321 1 246 700 563 510 1 810 229 567 940 72 612 195 479 168 430 736 370 140 307 140 307 268 091 Closing accumulated depreciation 1 487 762 1 326 929 2 814 691 1 319 332 758 989 2 078 321 Opening net value of intangible assets 164 514 1 455 749 1 620 263 237 126 462 153 Closing net value of intangible assets 323 323 12 561 362 12 884 685 164 514 1 455 749 1 620 263 15 Sales department workers Production workers Administrative workers Management Employment structure in 2013 26 Completed Total development expenses As for 31.12.2013 a. depreciation for the period of 200 Other intangible assets 27 699 279 FIXED ASSETS Lands As for 31.12.2013 Opening gross value of fixed assets Increases: a. purchases b. other Decreases: a. sales b. other Closing gross value of fixed assets Opening accumulated depreciation of fixed assets Depreciation for the period of Closing accumulated depreciation of fixed assets Opening net value of fixed assets Closing net value of fixed assets 802 820 5 730 264 2 416 330 4 258 967 1 377 884 971 965 405 919 249 647 134 763 114 884 5 387 204 352 268 2 263 699 11 775 442 352 268 110 780 174 056 2 152 919 11 601 386 172 311 18 341 18 341 172 311 1 155 088 7 821 652 14 173 431 3 984 Tangible assets in production 1 506 737 176 281 152 911 23 375 48 806 48 806 1 634 216 Total 14 715 117 426 213 16 371 792 426 213 2 188 193 14 183 599 489 105 201 910 132 195 426 213 30 597 805 854 191 1 633 821 2 439 188 1 336 073 6 267 257 256 553 531 264 832 003 1 110 744 2 165 085 3 271 191 40 079 1 376 152 1 659 899 7 923 172 782 509 1 819 779 168 878 8 446 073 1 155 088 6 710 908 12 008 346 2 116 013 258 064 798 836 4 876 072 Lands As for 31.12.2012 Opening gross value of fixed assets Increases: a. transition to IFRS b. purchases c. other Decreases: a. sales b. other Closing gross value of fixed assets Opening accumulated depreciation of fixed assets Depreciation for the period of Closing accumulated depreciation of fixed assets Opening net value of fixed assets Closing net value of fixed assets Means of Other fixed transportation assets Buildings Machinery Buildings Machinery Means of transportation Other fixed assets 426 213 22 674 633 Tangible assets in production Total OTHER DATA INFORMATION ABOUT THE MEDORT GROUP Medort S.A. is the dominant entity within the Group. In accordance with the Polish Classification of Business Activity, the company’s scope of operations includes: activities of head offices, activities of financial holding companies, accounting and bookkeeping, tax consultancy. The Medort company operates chiefly to the benefit of its subsidiary entities. It is the Group’s managing entity and establishes guidelines for the subsidiaries. As for 31st December 2013, the following subsidiary companies comprised the Medort Group Subsidiary’s name Headquarters Scope of operations Equity share Voting rights on shares Mdh Sp. z o.o. ul. Tymienieckiego 22/24 90-349 Łódź Manufacturing the medical and surgical equipment and orthopedic devices Retailing the medical and orthotic products Retailing the medical and orthotic products Retailing the medical products, including the orthotic equipment, through the chain of specialized shops Retailing the medical products, including the orthotic equipment, through the chain of specialized shops Retailing the medical and pharmaceutical products Manufacturing the medical and surgical equipment and orthopedic devices Retailing and selling at wholesale the medical products Operating the comprehensive health care systems and loyalty programs Retailing and selling at wholesale the medical products 100% 100% 100% 100% 100% 100% 95% 95% 99% 99% 99% 99% 100% 100% 100% 100% 50% 50% 100% 100% Retailing and selling at wholesale the medical products 60% 60% Manufacturing the medical and surgical equipment and orthopedic devices 100% 100% LIFE + Sp. z o.o. ul. Sienkiewicza 36 38-300 Gorlice Nasze Zdrowie GL + Sp. z o.o. ul. Grunwaldzka 165A 60-322 Poznań LIFE CARE GL+ Sp. z o.o. ul. Sienkiewicza 36 38-300 Gorlice Ortomedic GL + Sp. z o.o. ul. IX Wieków Kielc 2A/3 Kielce ul. Piekary 6 61-823 Poznań ul. Hanki Ordonówny 1 93-233 Łódź 495 443 3 903 481 2 098 028 4 573 270 1 404 606 12 474 827 PRO LIFE GL+ Sp. z o.o. 307 377 2 360 691 307 377 1 976 993 383 698 4 428 415 2 284 370 2 144 045 MTB Poland Sp. z o.o. 644 034 708 333 407 980 644 034 708 333 407 980 1 022 636 457 684 564 952 4 258 967 305 849 305 849 1 506 737 2 188 125 473 924 1 714 202 14 715 117 3 473 765 596 1 774 227 1 486 079 1 181 238 5 210 614 511 3 984 88 595 -140 406 953 109 854 191 1 633 821 2 439 188 154 833 1 336 073 1 056 642 6 267 257 533 909 325 732 16 240 533 909 309 492 802 820 5 730 264 2 416 330 799 346 5 114 878 315 498 1 975 982 153 527 8 359 231 798 836 4 876 072 782 509 1 819 779 170 664 8 447 860 28 REHAB ZRT Szentendre ut 3 Kalaszi ut 3 2000 Węgry Marmed Health Care Sp. z o.o. ul. Sienkiewicza 36 38-300 Gorlice OOO Medort RU 607328 Nizhny Novgorod Region Settlement Satis Parkovaya St. 3 OOO Medorot Euroazja 607328 Nizhny Novgorod Region Settlement Satis Parkovaya St. 3 Meyra GmbH Meyra-Ring 2 32689 Kalletal-Kalldorf 29 Medort S.A. 20 A. Struga St, 90-513 Łódź | Poland phone: 42 664 38 51 | fax: 42 637 00 37 medort@medort.com.pl | www.medort.com.pl