PRESS RELEASE NOEMALIFE: The Board of Directors approved the Draft Financial Statements for the year ended as at 31 December 2012. Consolidated operating revenues of EUR 67.5 million, +39% over 2011. EBITDA* amounts to EUR 9.3 million, 14% on Revenues. Group result a negative EUR 2.3 million. Orders portfolio as at 31 December 2012 stands at EUR 76.8 million, +48% compared to 31 December 2011, on a like-for-like basis. Investments total EUR 7.8 million in 2012. Group Net Financial Position a negative EUR 29.8 million, up of EUR 7.8 million over 31 December 2011Bologna, 15 March 2013 NoemaLife s Board of Directors, which met on today s date, under the chairmanship of Francesco Serra, approved the draft financial statements of NoemaLife S.p.A. for the year ended as at 31 December 2012, and presented the Group s consolidated financial statements. Over the course of 2012, the trend in revenues and margins of the NoemaLife Group was affected by the following main factors: 1. On the positive side: the international development of the Group. The year 2012 saw significant success in countries in which the Group has invested heavily over recent years and, as a result of this success, as well as the acquisition of the relative majority in Medasys, the volume of Group revenues at international level accounted for 42% of the total volume of activities. 2. On the down side: the difficult Italian economic situation and the pressing need to reduce government spending, set out in the "Spending Review" Law Decree, which meant strict limitations on the General Managers of Health Authorities in terms of taking investment decisions and significant cuts in goods/services supply contracts. (*) EBITDA (Gross Operating Profit) is an economic indicator not defined in IFRS, but used by management to monitor and evaluate the operating performance, given it is not influenced by volatility due to the effects of the different calculation criteria for taxable income, the amount and characteristics of the capital employed and the associated amortisation policies. NoemaLife defines said indicator as profit/loss for the period before amortisation/depreciation and write-downs of tangible and intangible fixed assets, allocations and write-downs, financial expenses and income and income taxes. VIA GOBETT I 52, 40129 BOLOGNA (ITAL Y) TEL. +39 051 4193911 - FAX +39 051 4193900 SHARE CAPITAL 3,229,792.28 VAT NO. 04310690377 TAX CODE/COMP. REG. NO. BO 01347430397 ECON. & ADMIN. INDEX. BO 368782 NoemaLife@NoemaLife.com - www.noemalife.com 1/15
It should be noted that the sharp increase in revenues compared to the previous year is mainly due to the acquisitions of the companies of the Medasys Group, of Solinfo S.r.l. and of ConnexxaLife S.r.l., carried out in the second half of 2011. Said data, if compared with the consolidated pro-forma income statement of the NoemaLife Group for 2011, was characterised by an increase of 7% in consolidated revenues. It should be pointed out that the consolidated pro-forma income statement of the NoemaLife Group for 2011 was drawn up for the purposes of inclusion in the Prospectus drafted in accordance with Regulation 809/2004 and relating to the offer under option to shareholders and admission to trading on the Mercato Telematico Azionario (Electronic Share Market), organised and managed by Borsa Italiana S.p.A., of ordinary NoemaLife shares and warrants known as Warrant NoemaLife S.p.A. 2012/2015, in order to provide the market with information on the acquisition of de facto control and of the relative majority of Medasys (therefore, it excludes the minor effects of the acquisitions of Solinfo S.r.l. and ConnexxaLife S.r.l., which would amount to around EUR 1.9 million in terms of higher sales revenues and a better operating margin (for EUR 0.2 million). ECONOMIC AND FINANCIAL PERFORMANCE Sales revenues, amounting to EUR 66 million, registered 40% growth at consolidated level in 2012. The increase at Consolidated Financial Statement level is attributable primarily to the acquisitions made in the second half of 2011, of the companies of the Medasys Group, of Solinfo S.r.l. and of ConnexxaLife S.r.l., and to the international development of the Group. The performance at Separate Financial Statement level (Sales revenues down 11%) is due to the difficult Italian market situation. The Italian market, in which NoemaLife predominantly operates, contracted further in 2012 when compared to 2011. Legislative measures on the reduction of health spending, as well as uncertainty in the political scenario, led to a decrease in the acquisition of new projects and in new orders for NoemaLife. The table below provides details of the main components of consolidated sales revenues: Table NoemaLife Consolidated Figures: details of the main components of sales revenues The reader can see that the most significant growth was recorded by professional services and maintenance (+38%) and licences (+36%). 2/15
Other revenues (totalling EUR 1.6 million) increased by 25% over the previous year. The item is composed mainly of contributions due on the basis of the Legge Obiettivo of the European Union for research and development, for specific research and development projects implemented by the Group and regional contributions for innovation, plus certain re-invoicing of costs. The Group s Orders Portfolio recorded an extremely positive performance, amounting to EUR 76.8 million as at 31 December 2012, of which around EUR 37 million relating to projects for foreign customers, marking growth of 48% on a like-for-like basis compared to 31 December 2011. This demonstrates the effectiveness of the Group s sales activities and the subsequent capacity to generate revenues in the future. Furthermore, it is important to highlight that the Group has a pipeline as at 31 December 2012, with a value of around EUR 120 million in total, of which EUR 54 million in the domestic market (Italian and French) and EUR 66 million in the foreign market. The Group s gross operating profit (EBITDA) stood at EUR 9.3 million (while that of NoemaLife S.p.A. came to EUR 3.7 million). In terms of margins, in the opinion of the Group s management, the performance should, on the whole, be viewed positively, taking into account the difficult economic situation in the Italian market and considering that, if compared with the gross operating profit (EBITDA) in the consolidated pro-forma income statement of the Group in 2011, records growth of 29% (the pro-forma figure in 2011 stood at EUR 7.2 million). This improvement was also affected by the important result achieved in 2012 by the French subsidiary Medasys. The Group s EBIT was negative (roughly EUR -0.7 million), worse than the EBIT in 2011 (equal to EUR 3.2 million), but in line with the figure in the consolidated pro-forma income statement of the Group in 2011, due to the above factors and taking into account the fact that the growth in margins has been limited by the increase in cumulated investments for the development of products and subsequent increase in amortisation. Investments for the development of new products made by the Group in 2012 totalled EUR 7.8 million, equal to 11.6% of operating revenues (in 2011 investments for new product development came to EUR 5.1 million). The increase in investments is confirmation of the NoemaLife Group s strategic decision to retain its position as a product company, by constantly investing in innovation and in the growth of its product range. The Group Result was negative (roughly EUR -2.3 million), worse than the positive result recorded in 2011 (a positive EUR 0.2 million) and compared to the figure in the consolidated pro-forma income statement of the Group in 2011 (negative EUR 2 million). This result was influenced not only by the aforementioned phenomena, but by the increase in financial expenses, totalling EUR 2.6 million in 2012, equal to 3.9% of operating revenues, against an 3/15
incidence of 3.3% on operating revenues in 2011 and 3.5% with reference to the 2011 pro-forma figure. NoemaLife S.p.A. s result for the year was a loss of around EUR 1.9 million, down compared to the result in 2011, a loss of EUR 1.3 million. The consolidated net financial position as at 31 December 2012 was a negative EUR 29.8 million, compared to a negative financial position of EUR 37.6 million as at 31 December 2011. The strong performance of the net financial position in the period was influenced by the following main factors: On the positive side: the completion of NoemaLife s share capital increase, as already reported above, which took place on 31 July 2012, for a net amount of EUR 6.6 million. On the positive side: net working capital recorded a decrease of 11%, despite an increase in the volume of Group activities, amounting to EUR 27.8 million as at 31 December 2012, down EUR 3.5 million compared to 31 December 2011, also due to greater non-recourse factoring. On the down side: the significant increase in investments for the development of new products carried out by the Group in the period, amounting to EUR 7.8 million. The trend in Net working capital and the net financial position in general, taking into account the typical trend in the sector, was positively impacted by: the Group s constant focus on the management of the cash cycle and optimisation of the latter; greater recourse to forms of non-recourse factoring. The absolute relevance of the Group s net working capital is mainly linked to the typical trend in the sector (especially in Italy), characterised by collection times well above the average payment times, composed mostly of payments of salaries and wages. As regards the use of forms of non-recourse factoring, NoemaLife confirmed its strategic policy of partially using these forms of factoring of receivables so as to reduce net working capital and financial indebtedness. Throughout 2012, the NoemaLife Group carried out transactions of this kind amounting to EUR 24.7 million. In the same period in the previous year, the NoemaLife Group implemented non-recourse factoring transactions for a total of around EUR 14 million. SIGNIFICANT EVENTS DURING THE YEAR On 19 January 2012, the shareholders meeting of NoemaLife S.p.A. approved a share capital increase over several phases, to support the path of external growth undertaken. On 26 March 2012, in execution of the resolution of the shareholders meeting, NoemaLife s Board of Directors resolved to execute the operation in several phases to strengthen the company s equity, proceeding with 4/15
the issue and assignment of 2012-2015 warrants, and with the free assignment to NoemaLife shareholders of a maximum of 376,370 own shares, in proportion to the ordinary shares already held by said shareholders, with warrants bundled free of charge. Lastly, the share capital increase under option to shareholders was partially executed for EUR 7 million. The transaction concluded with the full subscription of the share capital increase in July 2012, for a gross amount of EUR 6,994 thousand. BUSINESS OUTLOOK FOR THE CURRENT YEAR AND SIGNIFICANT EVENTS THAT OCCURRED AFTER THE CLOSE OF THE YEAR The Group s strategy saw an essential retention of positions in the Italian market and growth in the international market: commercial initiatives were developed along these lines in 2012. However, management are still seriously worried about the current economic situation in the Italian market. It is important to highlight that NoemaLife has a pipeline at 31 December 2012, with a value of around EUR 120 million in total, of which EUR 54 million in the domestic market (Italian and French) and EUR 66 million in the foreign market. The Group s objective is to create the leading European company in the development of software solutions for the health sector. The year 2012 saw the start of the business combination process involving two Italian and French companies, both as regards the commercial element, and on the technical front in terms of Research & Development, with clearly positive results. An increase in profitability is expected, even if partly limited by heavy investments in the international market. In terms of the trend in net working capital, persistent problems in the Italian Public Administration s payment system should be noted, even though, as of 31 October last year, a Legislative Decree acknowledged directive 2011/7/UE on payment delays in commercial transactions and made provision, for those effected from 1 January 2013, for the obligation to make payments within 60 days from receipt of the invoice, under penalty, for public administrations, of automatic default of 8% above the reference ECB rate. While awaiting the positive effects of said legislative measure to materialise, whose real short-term impact may be seen over the coming weeks, the Group continues to carry out financial management activities with a view to optimising them. The NoemaLife Group, characterised by a high incidence of personnel costs on operating revenues, hope that the significant measures for the development of Italian companies, such as the reduction of the tax wedge and of IRAP (regional business tax), only under consideration at present, will be concretely implemented and given priority in the planning of the next Italian Government. No significant events occurred after 31 December 2012, with effects on these financial statements. It should be pointed out that the separate and consolidated financial statements for the year ended as at 31 December 2011 presented below were re-stated to show the effects of the adoption of the new accounting standard IAS 19 Revised and the allocation of the acquisitions made in the second half of 2011. 5/15
NOEMALIFE S.P.A. SELECTED CONSOLIDATED FINANCIAL DATA (Taken from the consolidated financial statements for the year ended as at 31 December 2012) CONSOLIDATED STATEMENT OF FINANCAL POSITION AS AT 31 DECEMBER 2012 AND AS AT 31 DECEMBER 2011 (in thousands of Euro) 6/15
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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEARS 2012 AND 2011 (in thousands of Euro) 8/15
CHANGES IN CONSOLIDATED SHAREHOLDERS EQUITY (in thousands of Euro) 9/15
CONSOLIDATED CASH FLOW STATEMENT 10/15
NOEMALIFE S.P.A. SELECTED SEPARATE FINANCIAL DATA (Taken from the separate financial statements for the year ended as at 31 December 2012) STATEMENT OF FINANCAL POSITION AS AT 31 DECEMBER 2012 AND AS AT 31 DECEMBER 2011 (in Euro) 11/15
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STATEMENT OF COMPREHENSIVE INCOME FOR THE YEARS 2012 AND 2011 (in Euro) 13/15
CASH FLOW STATEMENT (in Euro) 14/15
The manager in charge of drafting the company s accounting documents, Andrea Grandi, hereby declares, pursuant to par. 2 of art. 154-bis of the Testo Unico della Finanza (Consolidated Law on Finance) that the information contained in this press release corresponds to the documentary results, books and accounting records. Investor Relations Simona Campo ir@noemalife.com Phone +39 051 4193911 Press Office Alessandra Scarpa ascarpa@noemalife.com Phone. +39 051 4193911 Paolo Galimberti Phone. +39 3423307209 p.galimberti@agenziamedialab.com 15/15