1 NIGHTINGALE REPORTS FISCAL 2014 RESULTS Markham, ON, July 31, 2014 Nightingale Informatix Corporation ( Nightingale or the Company ) (TSX-V: NGH), an application service provider (ASP) of electronic health record (EHR) software and related services, announces its financial results for the three months and year ended March 31, Q4 Fiscal 2014 Financial and Operational Summary Revenue was $4.0 million, down 24% compared to $5.2 million in Q4 F2013, and up 4% from $3.8M in Q3 F2014. The variance from F2013 primarily reflects a decrease in software license revenues from enterprise contracts as well as a decrease in professional services revenues. Gross profit was $3.6 million, or 90% of revenue, compared to $4.7 million, or 91% of revenue, in Q4 F2013 and $3.4 million, or 88% of revenue, in Q3 F2014. Operating Expenses, excluding stock based compensation, depreciation and amortization costs were $3.2 million compared to $4.3 million in Q4 F2013 and $3.2 million in Q3 F2014. Adjusted EBITDA 1 was $0.4 million, 10% of revenue, down from $1.0 million or 20% of revenue in Q4 F2013 and up from $0.1 million or 4% of revenue in Q3 F2014. Net loss was $0.6 million compared to net income of $0.9 million in Q4 F2013 and net loss of $1.4 million in Q3 F2014. Cash provided by operations was $1.5 million compared to cash used by operations of $0.7 million in Q4 F2013. Total deferred revenue was $4.8 million down from $5.9 million at March 31, Fiscal 2014 Financial and Operational Summary Revenue was $15.3 million, down 27% compared to $20.9 million from F2013, primarily reflecting a decrease in software license revenues from enterprise contracts. Gross profit was $13.5 million, or 88% of revenue, compared to $18.6 million, or 89% of revenue for F2013. Operating Expenses, excluding stock based compensation, depreciation and amortization costs were $12.6 million compared to $15.5 million for F2013. Adjusted EBITDA 1 was $0.9 million, or 6% of revenue, down from $3.7 million, or 18% of revenue for F2013. Net loss was $3.0 million compared to net income of $2.0 million for F2013. Cash provided by operations was $0.9 million compared to cash used in operations of $1.7 million in F2013. This past fiscal year was effectively a transitional year for the Company, reflecting the large investment in our next generation product, the negative impact the product delays had on our perpetual licence revenues and the shift to a SaaS based sales model for the SMB space, said Sam Chebib, President and
2 CEO. We are at the tail end of this transition, and with the bulk of the investment in Nightingale EHR ( Nexia ) behind us, we will be reducing our spending on research and development. Nexia will be initially sold in the US and Ontario market, and in other Canadian provinces later in the year. Going forward we will be focusing our energy on sales and marketing as we are very optimistic about the impact Nexia will have on our market position and consequently, our ability to drive incremental recurring revenues and increase the predictability of our business model. Fiscal 2014 Fourth Quarter and Annual Financial Review The Company s results are prepared in accordance with International Financial Reporting Standards (IFRS) and in Canadian dollars unless otherwise stated. Revenue for Q4 F2014 was $4.0 million, a decrease of $1.2 million from $5.2 million for Q4 F2013. F2014 revenue was $15.3 million compared to $20.9 million for F2013. These decreases are primarily associated with a decrease in software revenues from enterprise contracts (which can vary significantly from quarter to quarter) as well as a decrease in revenues from professional services. These decreases were partially offset by an increase in recurring revenues from the Company s Nightingale On Demand EHR. Recurring Revenue 2 for Q4 F2014 was $2.8 million (70% of revenue), an increase of $0.2 million, or 8%, from $2.6 million (50% of revenue) in Q4 F2013. Recurring revenue for F2014 was $11.0 million (72% of revenue), an increase of $0.4 million, or 4% from $10.6 million (51% of revenue) for F2013. The increase in Recurring Revenue in Q4 was primarily the result of an increase in revenues from the Company s Nightingale On Demand EHR product which was partially offset by a decrease in revenue from the Company s low-margin transcription business. In the YTD period, decreases in revenues from the Company s low-margin transcription business and a decrease in transaction based revenues on the Company s US based product lines offset the increase in recurring revenues from the Company s EHR product. For Q4 F2014, gross margin was 90% ($3.6 million gross profit) compared to 91% ($4.7 million gross profit) for Q4 F2013. For F2014, gross margin was 88% ($13.5 million) compared to 89% ($18.6 million) for F2013. Operating expenses for Q4 F2014 decreased 26% to $3.2 million (79% of revenue), excluding charges for stock based compensation and depreciation and amortization, compared to operating expenses of $4.3 million (83% of revenue), excluding charges for stock based compensation and depreciation and amortization, for Q4 F2013. Operating expenses for F2014 decreased 19% to $12.6 million (82% of revenue), excluding charges for stock based compensation and depreciation and amortization, compared to operating expenses of $15.5 million (74% of revenue), excluding charges for stock based compensation and depreciation and amortization, for F2013. For Q4 F2014, Adjusted EBITDA was $0.4 million (10% of revenue), compared to $1.0 million (20% of revenue) in Q4 F2013. For F2014, Adjusted EBITDA was $0.9 million (6% of revenue), compared to $3.7 million (18% of revenue) for F2013. The impact of fluctuations in the rate of exchange between the US Dollar and Canadian Dollar on Q4 F2014 EBITDA were negligible. The $0.5 million loss from foreign currency in F2014 is predominantly the result of the re-measurement of the Company s term loans (denominated in US Dollars) into Canadian Dollars.
3 Included in net loss for F2014 is a financial loss of $0.7 million. The financial loss is predominantly related to the write off of a portion of the financial derivative asset that is embedded in the Company s Series B convertible debentures. The Company wrote off a significant portion of the financial asset in Q3 F2014 when a substantial number of debenture holders (85%) converted their investment to common shares or transferred their investment to the Company s Series C convertible debentures. For Q4 F2014, net loss was $0.6 million compared to net income of $0.9 million in Q4 F2013. For F2014, net loss was $3.0 million compared to net income of $2.0 million for F2013. Cash and cash equivalents on March 31, 2014 were $0.5 million, a decrease of $3.0 million, or 85%, from March 31, 2013, of which $3.5 million was for product development costs related to the Company s long-term strategic growth initiatives. At March 31, 2014, total common shares issued and outstanding were 94,758,915. The financial statements and MD&A will be available at and filed on on July 31, This press release should be read in conjunction with Nightingale s Consolidated Financial Statements and the accompanying Management Discussion and Analysis for the year ended March 31, Notice of Conference Call Nightingale will host a conference call on Friday, August 1, 2014 at 8:30 a.m. Eastern Standard Time. To access the conference call by telephone, dial (888) (or (647) for international). Please connect approximately fifteen minutes prior to the call, and reference conference ID prior to the beginning of the call to ensure participation. The conference call will be archived for replay until Friday, August 8, To access the archived conference call, dial (416) or (855) and enter reference #. To listen to the conference call replay on the internet please visit the Nightingale website shortly after the call at Non-IFRS Financial Measures The Company internally measures its performance and results of initiatives through a number of measures that are not recognized under IFRS and may not be comparable to similar measures used by other companies. 1. Adjusted EBITDA Adjusted EBITDA is a non-ifrs measure that management believes is a useful measurement to evaluate the performance of the Company. Investors should be cautioned, however, that Adjusted EBITDA should not be construed as an alternative to net earnings as determined in accordance with IFRS. The Company's method of calculating Adjusted EBITDA may differ from the methods used by other companies and, accordingly, it may not be comparable to similarly titled measures used by other companies. Adjusted EBITDA is defined as earnings before other loss (income), interest, income taxes, depreciation, amortization, stock-based compensation, and business acquisition, integration and other costs. Management believes it is useful to exclude these items as they are either non-cash expenses, items that cannot be influenced by management in the short term, or items that do not impact core operating performance, and Management uses this information internally for forecasting and budgeting purposes.
4 The following provides a reconciliation of Adjusted EBITDA to Loss and Comprehensive Loss: Three Months Ended Year Ended Mar 31, 2014 Mar 31, 2013 Mar 31, 2014 Mar 31, 2013 $ $ $ $ Income (Loss) and Comprehensive Income (Loss) (560,353) 892,659 (2,989,256) 1,992,555 Adjustments for Current Tax Expense (Recovery) 30,655 (1,009,423) 95,405 (1,079,452) Other Income (Loss) 139,967 (28,268) 481,433 (23,029) Interest 355, ,079 1,027, ,598 Depreciation and Amortization 395, ,861 1,524,108 1,625,089 Stock-Based Compensation 50,185 10, , ,793 Other financing gain (loss) (22,177) (134,942) 658,963 (134,942) Acquisition, Integration and Other - 625, ,804 Adjusted EBITDA 388,712 1,027, ,143 3,733, Recurring and Non-Recurring Revenue The Company has included recurring revenue and non-recurring revenue measurements since it believes that this information is useful to investors to evaluate its performance. Investors should be cautioned, however, that recurring revenue and non-recurring revenue should not be construed as an alternative to revenue as determined in accordance with IFRS. Recurring Revenue is comprised of utilization fees, hosting, support and maintenance revenue, data management and transcription services and transactional fees. Non-Recurring Revenue is comprised of revenues generated from sales of perpetual software and systems licenses and related training, data conversion and installation services. The following provides a reconciliation of Recurring Revenue and Non-Recurring Revenue to Revenue: Three Months Ended Year Ended Mar 31, 2014 Mar 31, 2013 Mar 31, 2014 Mar 31, 2013 $ $ $ $ Non-Recurring Revenue 1,151,761 2,593,780 4,285,147 10,324,405 Recurring Revenue 2,816,806 2,605,505 11,011,861 10,600,447 3,968,567 5,199,285 15,297,008 20,924,852 About Nightingale For more than a decade, Nightingale (TSX-V: NGH) has been delivering innovative cloud-based Electronic Health Record (EHR) and Practice Management solutions to healthcare organizations across the United States and Canada. Our goal is to uncomplicate the day-to-day challenges of healthcare providers. We achieve this by creating software that is truly intuitive minimizing training and maximizing adoption. We believe so strongly in building easy-to-use software that we structured our entire product team around user-centric design. Our clients are benefiting from this focus through a well-supported and robust solution that presents a holistic view of a person s well-being in a simple, clean interface, so that the best health decisions can be made. Nightingale One Patient. One Record.
5 For further information, contact: Peter Cauley, CFO Nightingale Informatix Corporation Tel: Marc Lakmaaker, Senior Account Executive TMX Equicom Tel: ext. 248 Forward Looking Statement This press release contains forward-looking statements respecting the issuance and cancellation of securities of the Company within the meaning of applicable Canadian securities legislation. Generally, forward-looking statements can be identified by the use of forward- looking terminology such as plans, expects or does not expect, budget, scheduled, estimates, forecasts, intends, anticipates or does not anticipate, or believes, or variations of such words and phrases or state that certain actions, events or results may, could, would, might, occur or be achieved. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Nightingale to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: risks related to the speculative nature of the medical software industry, which is affected by numerous factors beyond Nightingale s control; the ability of Nightingale to successfully secure customer contracts and the timing of securing such contracts; the ability of Nightingale to complete and successfully integrate its acquisitions on an accretive basis, Nightingale s access to debt and capital facilities, including compliance with current debt arrangements; the existence of present and possible future government regulation; the significant competition that exists in the medical software industry; the early stage of Nightingale s business, and risks associated with early stage companies, including uncertainty of revenues, markets and profitability and the need to raise additional funding. All material assumptions used in making forward-looking statements are based on management s knowledge of current business conditions and expectations of future business conditions and trends. Certain material factors or assumptions applied by management in making forward-looking statements, include without limitation, factors and assumptions regarding future trends in healthcare spending, economic conditions affecting Nightingale and North American economies; Nightingale's ability to continue to fund its business, rates of customer defaults, relationships with, and payments to lenders, as well as Nightingale's operating cost structure. Although Nightingale has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Nightingale does not undertake to update any forward-looking statements that are incorporated by reference herein, except in accordance with applicable securities laws. Further information on Nightingale Informatix Corporation is available at Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
6 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME AND LOSS FOR THE TWELVE MONTHS ENDED MARCH 31, 2014 AND MARCH 31, 2013 Unaudited (Canadian Dollars) Year Ended Year Ended March 31, 2014 March 31, 2013 $ $ Revenue 15,297,008 20,924,852 Cost of sales 1,762,503 2,342,467 Gross profit 13,534,505 18,582,385 Expenses General and administration 3,313,888 3,489,350 Sales and marketing 2,808,039 3,366,065 Research and development 3,523,188 5,500,278 Client services 4,615,652 4,258,158 Business acquisition, integration and other - 675,804 14,260,767 17,289,655 Operating income (loss) (726,262) 1,292,730 Interest 1,027, ,598 Other finance loss 658,963 (134,942) Foreign currency loss 481,433 (23,029) Income (loss) before tax (2,893,851) 778,161 Current tax expense (benefit) 95,405 (1,079,452) Income (loss) and comprehensive income (loss) (2,989,256) 1,857,613 Basic and diluted income (loss) per share Basic and diluted income (loss) per share $ (0.04) $ 0.02 Weighted number of common shares - basic 81,173,948 76,310,915 Weighted number of common shares - diluted 81,173,948 92,882,264
7 CONDENSED CONSOLIDATED BALANCE SHEET AS AT MARCH 31, 2014 Unaudited (Canadian Dollars) March 31, 2014 March 31, 2013 $ $ ASSETS Current assets Cash and cash equivalents 532,038 3,491,780 Accounts receivable and unbilled accounts receivable 5,016,958 5,820,214 Other receivables 82, ,127 Prepaid expenses 289, ,958 5,921,333 9,924,079 Long-term assets Unbilled accounts receivable 415, ,752 Financial asset 149, ,694 Property and equipment 1,225, ,270 Intangible assets 11,153,240 7,974,606 Goodwill 4,792,399 4,792,399 Total assets 23,657,503 24,696,800 LIABILITIES Current liabilities Line of credit 1,000,000 1,000,000 Accounts payable and accrued liabilities 5,122,303 4,271,996 Current portion of deferred revenue 3,791,558 4,176,876 Current portion of finance lease obligations 104,731 64,397 Current portion of term loan 1,634,461 1,521,720 Current portion of convertible debentures - 1,064,428 11,653,053 12,099,417 Long-term liabilities Term loan 1,403,557 2,686,704 Convertible debentures 5,015,180 5,353,050 Deferred revenue 978,015 1,713,326 Finance lease obligations 82,745 36,739 Total liabilities 19,132,550 21,889,236 SHAREHOLDERS EQUITY Capital stock 34,177,890 29,629,683 Contributed surplus 5,939,511 5,781,073 Equity portion of convertible debentures 811, ,558 Warrants 4,407 4,407 Deficit (36,408,413) (33,419,157) 4,524,953 2,807,564 Total liabilities and shareholders equity 23,657,503 24,696,800
8 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE TWELVE MONTHS ENDED MARCH 31, 2014 AND MARCH 31, 2013 Unaudited (Canadian Dollars) Year Ended Year Ended Mar 31, 2014 Mar 31, 2013 $ $ Cash flow from operating activities Income (loss) from operations: (2,989,256) 1,992,555 Adjustments for: Depreciation and amortization 1,524,108 1,625,089 Charge to bad debt expense 55,847 63,115 Amortization of transaction costs related to debt financing 230,791 65,310 Tax recovery on warrant expiry - (399,229) Stock based compensation 128, ,793 Other financial gain 658,963 (134,942) Unrealized foreign exchange (gain) loss 427,263 (53,507) Interest accretion 288, , ,569 3,520,343 Changes in non-cash working capital balances Accounts receivable and unbilled accounts receivable 960,294 (3,598,762) Prepaid expenses 126, ,635 Other receivables (43,169) (91,211) Other assets (75,372) (339,752) Accounts payable and accrued liabilities 754, ,762 Income taxes payable 20,000 (686,921) Deferred revenue (1,120,629) (1,418,421) Cash flows provided by (used in) operating activities 946,990 (1,681,327) Cash flow from investing activities Purchase of property and equipment (509,374) (711,684) Capitalized development costs (4,414,489) (3,455,981) Cash flows used in investing activities (4,923,863) (4,167,665) Cash flow from financing activities Proceeds from issuance of common stock 2,436,207 - Repayment of capital lease obligations (60,946) (88,486) Proceeds of convertible debentures 1,428,628 4,705,723 Proceeds from line of credit borrowing, net - 330,000 Proceeds from landlord inducement - 120,000 Repayment of convertible debentures (1,141,000) - Proceeds from term loan (net of costs) (28,232) 1,946,850 Repayment of term loan (1,620,574) (882,087) Cash flows provided by (used in) financing activities 1,014,083 6,132,000 Foreign exchange losses on cash in foreign currency 3,048 9,714 Net increase (decrease) in cash (2,959,742) 292,722 Cash and cash equivalents Beginning of period 3,491,780 3,199,058 End of period 532,038 3,491,780 Interest Paid 1,099, ,671 Taxes Paid (Refunded) 75,405 11,689
9 OVERALL PERFORMANCE, RESULTS OF OPERATIONS AND FINANCIAL CONDITION In $000's Quarter Ended Ended Quarter Ended Ended (except per June 30, Sept. 30, Dec. 31, March 31, March 31, June 30, Sept. 30, Dec. 31, March 31, March 31, share data) Revenue Year $ $ $ $ $ $ $ $ $ Recurring 2,705 2,665 2,625 2,606 10,601 2,602 2,794 2,798 2,817 11,012 Non-recurring 2,856 2,403 2,471 2,594 10,324 1, ,002 1,152 4,285 Total 5,561 5,068 5,096 5,200 20,925 3,769 3,758 3,800 3,969 15,297 Software Business 5,480 4,993 5,014 5,145 20,632 3,767 3,755 3,800 3,967 15,288 Gross Profit 4,940 4,570 4,336 4,736 18,582 3,338 3,259 3,360 3,576 13,534 Operating Expenses 4,516 4,040 3,949 4,784 17,289 3,618 3,396 3,614 3,633 14,261 Adjusted EBITDA ,027 3, Operating Income (Loss) (48) 1,293 (279) (136) (254) (57) (726) Income (Loss) and Comprehesive Income (Loss) ,994 (780) (245) (1,404) (560) (2,989) Per share Basic $ - $ 0.01 $ - $ 0.01 $ 0.03 $ (0.01) $ - $ (0.01) $ (0.01) $ (0.04) Diluted $ - $ 0.01 $ - $ 0.01 $ 0.03 $ (0.01) $ - $ (0.01) $ (0.01) $ (0.04) Weighted Avg. # of Common Shares Basic 76,311 76,311 76,311 76,311 76,311 76,311 76,311 77,518 94,759 81,174 Diluted 82,360 90,086 90,083 92,870 92,882 76,311 76,311 77,518 94,759 81,174 Total Assets 17,962 19,761 19,059 24,697 24,697 22,787 23,493 23,709 23,657 23,657 Total Long-Term Liabilities 7,244 8,421 7,861 9,790 9,790 9,386 10,083 7,651 7,479 7,479 Total Deferred Revenue 7,479 6,605 5,913 5,890 5,890 5,837 5,473 5,233 4,770 4,770 Year