1 NIGHTINGALE REPORTS FISCAL 2014 SECOND QUARTER RESULTS Markham, ON, November 27, 2013 Nightingale Informatix Corporation ( Nightingale or the Company ) (TSX- V: NGH), an application service provider (ASP) of electronic medical record (EMR) software and related services, announces its financial results for the three and six months ended September 30, Q2 Fiscal 2014 Financial and Operational Summary Revenue was $3.8 million, down 26% compared to $5.1 million in Q2 F2013, primarily reflecting a decrease in software license revenues from enterprise contracts as well as a decrease in professional services revenues. The decrease was largely due to lengthening sales cycles pending the commercial availability of the Company s next generation EMR platform Nexia and the transition to a Software as a Service ( SaaS ) revenue model for sales to the SMB market segment. Gross profit was $3.3 million, or 87% of revenue, compared to $4.6 million, or 90% of revenue, in Q2 F2013 and $3.3 million, or 89% of revenue, in Q1 F2014. Operating Expenses, excluding stock based compensation, depreciation and amortization costs were $3.0 million compared to $3.6 million in Q2 F2013 and $3.2 million in Q1 F2014. Adjusted EBITDA 1 was $0.3 million, 7% of revenue, down from $1.0 million, or 19% of revenue in Q2 F2013 and up from $0.1 million, or 3% of revenue in Q1 F2014. Net loss was $0.2 million compared to net income of $0.6 million in Q2 F2013 and net loss of $0.8 million in Q1 F2014. Cash used in operations was $0.2 million compared to cash provided by operations of $0.2 million in Q2 F2013. The Company recently announced two expanded product and service partnerships aimed at expanding Nightingale s recurring revenue business in future periods. In September 2013, the Company announced its intent to expand its claims processing partnership with Netsmart Technologies and in October 2013, the Company announced its intent to expand its integration of the Prompt Alert Patient Prompt product into the Company s cloud- based EMR. In August and September 2013, the Company completed additional Series C convertible debenture financing totaling $1.5M. On November 27, 2013, the Company completed a $2.5 million private placement pursuant to which a convertible note payable was issued to a director of the Company. The note is convertible to common shares at $0.25 per share which needs shareholder approval, which the Company anticipates receiving at a meeting scheduled for December 31, Fiscal 2014 YTD Financial and Operational Summary Revenue was $7.5 million, down 29% compared to $10.6 million for the same period in F2013, primarily reflecting a decrease in software license revenues from enterprise contracts due to
2 lengthening sales cycles pending the commercial availability of the Company s next generation EMR platform Nexia and the transition to a SaaS revenue model for sales to the SMB market segment. Revenue related to the AOHC contract was $1.1 million compared to $2.4 million for the same period in F2013. Total software revenue (EMR and Practice Management) was $7.5 million, down 28% from $10.5 million for the same period in F2013. Gross profit was $6.6 million, or 88% of revenue, compared to $9.5 million, or 89% of revenue for the same period in F2013. Operating Expenses, excluding stock based compensation, depreciation and amortization costs were $6.2 million compared to $7.7 million for the same period in F2013. Adjusted EBITDA 1 was $0.4 million, 5% of revenue, down from $1.9 million, or 18% of revenue for the same period in F2013. Net loss was $1.0 million compared to net income of $0.9 million for the same period in F2013. As we indicated at the release of our F2014 Q1 results, the pending launch of Nexia has resulted in lengthened sales cycles for our legacy EMR product. Additionally, we are experiencing the effects of our transition to a SaaS based revenue model for the SMB market, said Sam Chebib, President and CEO of Nightingale. Despite the resulting near- term revenue volatility, our recent financing activities have us well capitalized to see us through this transition period. We believe we are very well positioned to capitalize on the opportunities an underpenetrated North American EMR market offers, and we look forward to reporting on our progress in the coming quarters. We are on track with the delivery of Nexia, our next generation EMR platform, with full commercial roll- out taking place in the U.S. over the coming months. Roll- out in Canada is expected to follow in the first months of 2014, Mr. Chebib commented. We anticipate that following the launch of Nexia, we will see a further strengthening of our enterprise pipeline, as well as growing momentum in SMB sales, which we will be able to serve with a low- cost, self- serve sales model. Furthermore, Nexia will give us the opportunity to capitalize on one of our strongest assets to unlock additional recurring revenue streams: 16,000 active users serving some 7 million patients. To this end, we recently signed a partnership with Patient Prompt for the integration of its PromptAlert product into Nexia. This will bring a fully automated appointment reminder and scheduling tool to users to help reduce the incidence of missed appointments and thus maximize revenue. We are committed to our goal of driving profitability from recurring revenue, Mr. Chebib continued. To reach that objective as quickly as possible we are examining all potential sources of revenue as we continue to control costs. Our expanded partnership with NetSmart to increase penetration of SecureConnect, our claims adjudication tool, among existing NetSmart customers and the wider U.S. market is another example of the results from that effort. Fiscal 2014 Second Quarter and YTD 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 Q2 F2014 was $3.8 million, a decrease of $1.3 million from $5.1 million for Q2 F2013. YTD F2014 revenue was $7.5 million compared to $10.6 million for the same period in F2012. These decreases are primarily associated with a decrease in software revenues from enterprise contracts
3 (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 EMR. Recurring Revenue 2 for Q2 F2014 was $2.8 million (74% of revenue), an increase of $0.1 million, or 5%, from $2.7 million (53% of revenue) in Q2 F2013. Recurring revenue for YTD F2014 was $5.4 million (72% of revenue) which was flat at $5.4 million (51% of revenue) for the same period in F2013. The increase in Recurring Revenue in Q2 was primarily the result of an increase in revenues from the Company s Nightingale on Demand EMR 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 EMR product. For Q2 F2014, gross margin was 87% ($3.3 million gross profit) compared to 90% ($4.6 million gross profit) for Q2 F2013. For YTD F2014, gross margin was 88% ($6.6 million) compared to 89% ($9.5 million) for the same period in F2013. Operating expenses for Q2 F2014 decreased 17% to $3.0 million (80% of revenue), excluding charges for stock based compensation and depreciation and amortization, compared to operating expenses of $3.6 million (71% of revenue), excluding charges for stock based compensation and depreciation and amortization, for Q2 F2013. Operating expenses for YTD F2014 decreased 19% to $6.2 million (82% of revenue), excluding charges for stock based compensation and depreciation and amortization, compared to operating expenses of $7.7 million (72% of revenue), excluding charges for stock based compensation and depreciation and amortization, for the same period in F2013. For Q2 F2014, Adjusted EBITDA was $0.3 million (7% of revenue), compared to $1.0 million (19% of revenue) in Q2 F2013. For YTD F2014, Adjusted EBITDA was $0.4 million (5% of revenue), compared to $1.9 million (18% of revenue) for the same period in F2013. The impact of fluctuations in the rate of exchange between the US Dollar and Canadian Dollar on Q2 F2014 EBITDA were negligible. The $0.2 million loss from foreign currency in the YTD F2013 period is predominantly the result of the re- measurement of the Company s term loans (denominated in US Dollars) into Canadian Dollars. For Q2 F2014, net loss was $0.2 million compared to net income of $0.6 million in Q2 F2013. For the YTD F2014 period, net loss was $1.0 million compared to net income of $0.9 million for the same period in F2013. Cash and cash equivalents on September 30, 2013 were $0.7 million, a decrease of $2.8 million, or 81%, from March 31, 2013, of which $2.2 million was for product development costs related to the Company s long- term strategic growth initiatives. At September 30, 2013, total common shares issued and outstanding were 76,310,915. The financial statements and MD&A will be available at and filed on on November 27, This press release should be read in conjunction with Nightingale s Consolidated Financial Statements and the accompanying Management Discussion and Analysis for the quarter ended September 30, 2013.
4 Notice of Conference Call Nightingale will host a conference call on Wednesday, November 27, 2013, at 5:00 p.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 to ensure participation. The conference call will be archived for replay until Wednesday, December 4, To access the archived conference call, dial or 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. The following provides a reconciliation of Adjusted EBITDA to Loss and Comprehensive Loss: Three Months Ended Six Months Ended Sept 30, 2013 Sept 30, 2012 Sept 30, 2013 Sept 30, 2012 $ $ $ $ Income (Loss) and Comprehensive Income (Loss) (245,477) 623,654 (1,025,106) 873,291 Adjustments for Current Tax Expense (Recovery) 62,321 (85,130) 64,504 (71,650) Other Income (Loss) (92,832) (92,875) 215,729 (24,704) Interest 146,600 83, , ,903 Depreciation and Amortization 381, , , ,895 Stock- Based Compensation 21,783 35,380 51, ,803 Other financing gain (loss) (7,100) - (5,467) - Acquisition, Integration and Other ,971 Adjusted EBITDA 266, , ,248 1,877, 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,
5 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 Six Months Ended Sept 30, 2013 Sept 30, 2012 Sept 30, 2013 Sept 30, 2012 $ $ $ $ Non- Recurring Revenue 963,928 2,403,405 2,130,712 5,259,793 Recurring Revenue 2,794,835 2,664,878 5,397,232 5,369,607 3,758,763 5,068,283 7,527,944 10,629,400 About Nightingale Nightingale is one of the fastest growing health care service and software companies in North America and is recognized as an industry leader in Web- based clinician and community based electronic medical records (EMR) serving the needs of small primary care practices, multi- physician outpatient clinics, and large scale regional health organizations and networks. Coupled with integrated practice management, transcription and revenue cycle management, Nightingale s comprehensive service offering allows customers to enhance patient care, increase revenue opportunities and optimize operations. Nightingale is continuously innovating and enhancing its services to meet the needs of its growing and diverse customer base. Nightingale Healthcare connected. 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
6 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.
7 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME AND LOSS FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2013 Unaudited (Canadian Dollars) Three Months Ended Six Months Ended Sept 30, 2013 Sept 30, 2012 Sept 30, 2013 Sept 30, 2012 $ $ $ $ Revenue 3,758,763 5,068,283 7,527,944 10,629,400 Cost of sales 499, , ,844 1,119,119 Gross profit 3,259,739 4,569,835 6,598,100 9,510,281 Expenses General and administration 836, ,599 1,629,256 1,718,101 Sales and marketing 617, ,761 1,275,130 1,844,136 Research and development 779,103 1,363,825 1,824,613 2,886,431 Client services 1,163,968 1,035,312 2,285,083 2,057,802 Business acquisition, integration and other ,971 3,396,227 4,040,497 7,014,082 8,556,441 Operating income (loss) (136,488) 529,338 (415,982) 953,840 Interest 146,600 83, , ,903 Other finance gain (7,100) - (5,467) - Foreign currency (gain) loss (92,832) (92,875) 215,729 (24,704) Income (loss) before tax (183,156) 538,524 (960,602) 801,641 Current tax expense (benefit) 62,321 (85,130) 64,504 (71,650) Income (loss) and comprehensive income (loss) (245,477) 623,654 (1,025,106) 873,291 Basic and diluted income (loss) per share Basic and diluted income (loss) per share ($0.00) $0.01 ($0.01) $0.01 Weighted number of common shares - basic 76,310,915 76,310,915 76,310,915 76,310,915 Weighted number of common shares - diluted 76,310,915 90,085,652 76,310,915 90,092,882
8 CONDENSED CONSOLIDATED BALANCE SHEET AS AT SEPTEMBER 30, 2013 Unaudited (Canadian Dollars) Sept 30, 2013 March 31, 2013 $ $ ASSETS Current assets Cash and cash equivalents 655,881 3,491,780 Accounts receivable and unbilled accounts receivable 5,692,984 5,820,214 Other receivables 76, ,127 Prepaid expenses 640, ,958 7,066,263 9,924,079 Long- term assets Unbilled accounts receivable 381, ,752 Financial derivative asset 814, ,694 Property and equipment 916, ,270 Intangible assets 9,522,689 7,974,606 Goodwill 4,792,399 4,792,399 Total assets 23,493,321 24,696,800 LIABILITIES Current liabilities Line of credit 1,000,000 1,000,000 Accounts payable and accrued liabilities 4,559,459 4,271,996 Current portion of deferred revenue 4,321,504 4,176,876 Current portion of finance lease obligations 77,465 64,397 Current portion of term loan 1,588,379 1,521,720 Current portion of convertible debentures - 1,064,428 11,546,807 12,099,417 Long- term liabilities Term loan 1,992,912 2,686,704 Convertible debentures 6,880,260 5,353,050 Deferred revenue 1,151,412 1,713,326 Finance lease obligations 58,056 36,739 Total liabilities 21,629,447 21,889,236 SHAREHOLDERS EQUITY Capital stock 29,629,683 29,629,683 Contributed surplus 5,862,489 5,781,073 Equity portion of convertible debentures 811, ,558 Warrants 4,407 4,407 Deficit (34,444,263) (33,419,157) 1,863,874 2,807,564 Total liabilities and shareholders equity 23,493,321 24,696,800
9 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2013 Unaudited (Canadian Dollars) Three Months Ended Six Months Ended Sept 30, 2013 Sept 30, 2012 Sept 30, 2013 Sept 30, 2012 $ $ $ $ Cash flow from operating activities Income (loss) from operations: (245,477) 623,654 (1,025,106) 873,291 Adjustments for: - Depreciation and amortization 381, , , ,895 Charge to bad debt expense - 5,315-20,641 Amortization of transaction costs related to debt financing 59,344 17, ,722 29,361 Tax recovery on warrant expiry - (87,682) - (87,682) Stock based compensation 21,783 35,380 51, ,803 Other financial gain (7,100) - (5,467) - Unrealized foreign exchange (gain) loss (92,368) (146,146) 122,649 (79,175) Interest accretion 27,231 20, ,560 43, , , ,588 1,673,578 Changes in non- cash working capital balances Accounts receivable and unbilled accounts receivable (155,695) 203, ,688 (1,510,836) Prepaid expenses 55, ,134 (224,671) 45,013 Other receivables (63,997) (447) (37,484) 13,179 Other assets (53,031) - (41,786) - Accounts payable and accrued liabilities 226,958 (93,764) 266, ,465 Income taxes payable - (24,033) (9,847) Deferred revenue (363,666) (873,934) (417,286) (703,704) Cash flows provided by (used in) operating activities (209,053) 216,389 (12,241) (331,152) Cash flow from investing activities Purchase of property and equipment (15,090) (355,620) (127,624) (695,023) Capitalized development costs (1,219,756) (967,452) (2,184,185) (1,732,850) Cash flows used in investing activities (1,234,846) (1,323,072) (2,311,809) (2,427,873) Cash flow from financing activities Repayment of capital lease obligations (12,628) (25,473) (22,844) (52,703) Proceeds of convertible debentures 1,439,905 2,689, ,905 2,689,967 Proceeds from line of credit borrowing - 504, ,000 Repayment of line of credit borrowing - (614,000) - (614,000) Proceeds from landlord inducement ,000 Costs associated with term loan - - (21,874) - Repayment of term loan (382,383) (223,788) (767,800) (442,537) Cash flows provided by (used in) financing activities 1,044,894 2,330,706 (513,613) 2,204,727 Foreign exchange losses on cash in foreign currency 882 3,763 1,764 5,156 Net increase (decrease) in cash (398,123) 1,227,786 (2,835,899) (549,142) Cash and cash equivalents Beginning of period 1,054,004 1,422,130 3,491,780 3,199,058 End of period 655,881 2,649, ,881 2,649,916
10 OVERALL PERFORMANCE, RESULTS OF OPERATIONS AND FINANCIAL CONDITION Year Year In $000's Quarter Ended Ended Quarter Ended Ended Quarter Ended (except per Dec. 31, March 31, March 31, June 30, Sept. 30, Dec. 31, March 31, March 31, June 30, Sept. 30, share data) $ $ $ $ $ $ $ $ $ $ Revenue Recurring 2,473 2,889 10,192 2,705 2,665 2,625 2,606 10,601 2,602 2,794 Non- recurring 2,620 2,487 7,888 2,856 2,403 2,471 2,594 10,324 1, Total 5,093 5,376 18,080 5,561 5,068 5,096 5,200 20,925 3,769 3,758 Software Business 4,679 5,017 16,422 5,480 4,993 5,014 5,145 20,632 3,767 3,755 Gross Profit 4,384 4,509 15,029 4,940 4,570 4,336 4,736 18,582 3,338 3,259 Operating Expenses 4,369 4,804 15,898 4,516 4,040 3,949 4,784 17,289 3,618 2,993 Adjusted EBITDA , ,027 3, Operating Income (Loss) 16 (295) (867) (48) 1,293 (279) (136) Income (Loss) and Comprehesive Income (Loss) (155) (285) (1,218) ,994 (780) (245) Per share Basic Diluted Weighted Avg. # of Common Shares $ - $ - $ (0.02) $ - $ 0.01 $ - $ 0.01 $ 0.03 $ (0.01) $ - $ - $ - $ (0.02) $ - $ 0.01 $ - $ 0.01 $ 0.02 $ (0.01) $ - Basic 76,311 76,311 76,311 76,311 76,311 76,311 76,311 76,311 76,311 76,311 Diluted 76,311 76,311 76,311 82,360 90,086 90,083 92,870 92,882 76,311 76,311 Total Assets 17,794 17,204 17,204 17,962 19,761 19,059 24,697 24,697 22,787 23,493 Total Long- Term Liabilities 8,102 7,434 7,434 7,244 8,421 7,861 9,790 9,790 9,386 10,083 Total Deferred Revenue 7,797 7,309 7,309 7,479 6,605 5,913 5,890 5,890 5,837 5,473