Relazione finanziaria semestrale al 30 giugno 2013

Transcription

1 Relazione finanziaria semestrale al 30 giugno

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3 KEY EVENTS OF THE PERIOD The following significant events occurred in the third quarter of 2016 and after the end of the period. They are described in further detail in the press releases on the company's website in the Investor Relations and News & Media section. For aspects relative to corporate governance, we recall that on 4 May 2016, the Board of Directors of the TBS Group resolved to restructure the two current Business Units, based on the sectors in which they operate, into two Business Units based on the geographic location of their operations, known as Clinical Engineering Services and Integrated ICT Solutions, Italy, and Clinical Engineering and Integrated ICT Solutions, Foreign. The model is managed by two General Management structures, which refer to Chief Executive Officer Paolo Salotto, and which manage all the departments associated with their respective activities. Clinical Engineering Services and ICT Integrated Solutions - Italy and Foreign - are led by Fabio Faltoni and Nicola Pangher, respectively. The Corporate Business General Management area will remain unchanged, and will continue to be coordinated by Paolo Salotto. Economic and financial information for the third quarter 2016 is the first that refers to the new organisational structure. To ensure appropriate comparability, the figures for the third quarter of 2015 were reclassified. Work continued on implementing the strategic lines for services to manage and maintain multivendor of medical-imaging equipment. On this point, we note that on 7 March 2016 the TBS Group acquired Tunemedix Lda of Lisbon, which specialises in supplying diagnostic imaging products and managing relative services. The investment to acquire 51% of the company came to Euro 184,000 and there is also the possibility to exercise a call option in favour of the TBS Group and a put option in favour of the minority shareholders, to be exercised by 31 March Relative to significant events occurring during the period in certain important companies within the Group, we note that on 8 July 2016, EBM S.r.l. began to promote telelistening, teleaid and telemonitoring services, through the Farmacie Comunali Piacentine (FCP). On 18 July 2016, EBM S.r.l. of Foligno also signed, as the agent for a temporary association of businesses (RTI), the contract for biomedical equipment maintenance services, including TACs and MRIs used by the Fondazione IRCCS Istituto Nazionale dei Tumori. The contract took effect on 1 July and has a duration of three years. Total value exceeds Euro 6.5 million. EBM holds 35% of this temporary association of businesses, meaning the turnover pertaining to it will be around Euro 2.3 million. On 21 July 2016, EBM was awarded a services tender with a value of Euro 12.1 million, to manage biomedical technology for the Azienda Ospedaliero-Universitaria di Cagliari, the most important

4 healthcare structure in Sardinia, as well as for the Azienda Sanitaria Locale of Lanusei. As the agent and holder of 60%, EBM led the Temporary Companies Association (TCA) which was awarded the tender, with a total value of Euro million (13.89 million for the Cagliari hospital structure, of which 8.3 million pertaining to EBM; 6.56 million for the Lanusei hospital structure, of which 3.9 million pertaining to EBM). The duration of the tender for the Azienda Ospedaliero- Universitaria di Cagliari is set at seven years, beginning on 1 August. It can also be renewed for an additional two years. We also note that our Group participated in three important events: Medit 2016, now in its 6th edition, held at the Fiera di Vicenza, on 26 and 27 October. Through the subsidiaries EBM, with the TeSAN division, Erre Effe Informatica, TBS Imaging and Insiel Mercato, solutions were presented relative to home-based medicine, telecare, integrated clinical systems and management of healthcare, computer and biomedical technology resources. Forum on Sustainability and Opportunity in the Healthcare Sector, held in Florence, at Stazione Leopolda, on 23 and 24 September. In particular, TBS Group took part in the round table on Ageing and obsolescence of technological resources: innovative solutions for management and renewal, on Friday 23 September, investigating critical issues relative to management of technological resources, as well as proposals for the best way to safely and appropriate use healthcare technologies. National Congress of the Italian Society of Radiology (SIRM), which is in its 47th edition. The event was held in Naples, at the Mostra d'oltremare, from September and was dedicated to the issue of "Imaging in Oncology...and More: The Future is Today." TBS Imaging was present, a leader in the clinical engineering field, together with its subsidiary Ing. Burgatti of Bologna. They presented a wide range of new and refurbished radiology, CAT, MR and ultrasound equipment, accompanied by technical and maintenance assistance proposals, aimed at satisfying the full range of user needs in the area of diagnostic imaging. ECONOMIC AND FINANCIAL MANAGEMENT The table below presents a summary of the Group financial data for the third quarter of 2016 and a comparison with the same period of 2015, in accordance with IAS/IFRS, with further information on the interim EBITDA, corresponding to earnings before amortisation and write-downs of tangible and intangible fixed assets, valuation of stakeholdings, net financial charges and income taxes.

5 TBS Group 01/01/ /09/ /01/ /09/2015 (*) Revenue from sales and services 166, ,392 Other income 1, Total revenue and income 167, ,104 Cost of materials 26,364 22,418 External services costs 57,642 57,917 Personnel costs 67,092 64,204 Other operating costs 3,243 3,157 Cost adjustments for in-house generation of noncurrent assets -1,719-1,313 Other provisions Total costs 152, ,440 EBITDA 15,107 16,664 EBITDA % 9.0% 10.2% Amortisation and write-downs on fixed assets 8,916 8,170 EBIT (operating profit) 6,191 8,494 EBIT % 3.7% 5.2% Gains/(losses) from investments 0-63 Financial income Financial expenses -4,165-4,517 PROFIT BEFORE TAX 2,391 4,525 Income taxes -1,506-2,074 NET PROFIT FOR THE PERIOD from continuing operations 885 2,451 Profit/(loss) from assets held for sale -1, NET PROFIT OF THE PERIOD ,358 attributable to the Group -1,069 1,955 attributable to third parties (*) 2015 figures restated following representation of the subsidiary TBS IT The interim management report for the period ending at 30 September 2016 shows total revenues and other income of Euro million, an increase of Euro 4.7 million over the for the same period in 2015, therefore recording an increase of 2.9%. The contribution of the two operating segments to the results achieved is summarised in the following table: 01/01/ /09/ /01/ /09/2015 (*) Italy Foreign Total Italy Foreign Total Revenue Revenue from third parties and other revenue 108,569 59, , ,273 52, ,104 Total revenue 108,569 59, , ,273 52, ,104 % of total 64.7% 35.3% 67.6% 32.4% EBITDA 8,562 6,545 15,107 12,658 4,005 16,663 EBITDA % 7.9% 11.0% 11.5% 7.6%

6 Analysis of revenues per line of business gave the following results: Revenue from the "Clinical Engineering and Integrated ICT Solutions, Italy" division showed a drop of Euro 1.7 million, going from million at 30 September 2015 to million in the same period in 2016 (-1.5%) and representing 64.7% of the revenue for the entire Group (67.6% at 30 September 2015). The "Clinical Engineering and Integrated ICT Solutions, Foreign" division saw an increase in revenues, going from 52.8 million at 30 September 2015 to Euro 59.2 million during the same period in 2016 (+12.1%), representing 35.3% of the revenue of the entire Group (32.4% at 30 September 2015). Analysis of revenues from the main countries continues to see Europe as the main market for TBS Group activities, but with significant growth in the Indian market. Italy continues to be the main market, accounting for 64.7% of revenues (67.6% in 2015), compared with 31.9% of other European countries (30.5% in 2015). Revenue 01/01/ /09/ /01/ /09/2015 difference difference % Italy 108, ,275-1, % United Kingdom 21,253 22,372-1, % France 14,765 10,885 3, % Austria 6,817 6, % Germany 2,515 2, % Spain 3,699 3, % Other European Union countries 4,528 4, % Other non-european Union countries 5,623 3,139 2, % TOTAL 167, ,104 4, %. Consolidated EBITDA settled at Euro 15.1 million, down with respect to Euro 16.7 million in the third quarter of 2015 (-9.3%). The improvement in profitability for Clinical Engineering and Integrated ICT Solutions, Foreign was not sufficient to compensate for the drop in activities in Italy. The operating profit (EBIT) came to Euro 6.2 million, essentially in line with the drop in EBITDA. The increase in depreciation for the period is due to the increase in investments, also following the new acquisitions made. Financial expenses fell, despite the increase in the net financial position, due to lower the cost associated with operations without recourse and the decrease in spreads on medium/long-term operations, while taxes fell by Euro 0.6 million, mainly due to the effects of lower profit before tax. The first nine months of 2016 closed with a positive result from continuing operations of Euro 0.9 million, down by Euro 1.6 million compared with the first nine months of The negative result from assets held for sale, amounting to Euro -1.7 million, leads to a net loss of Euro 0.8 million, lower by Euro 3.2 million than the figure from the same period in The table below presents a summary of the Group's key equity data for the third quarter of 2016 compared with that of end of FY 2015, in accordance with IAS/IFRS standards:

7 30/09/ /12/2015 difference Intangible assets 58,738 62,871-4,133 Tangible assets 23,033 22, Other non-current assets 10,493 11, Non-current assets 92,264 97,214-4,950 Current assets 172, ,961 4,147 Assets held for sale 8, ,822 TOTAL ASSETS 272, ,508 7,019 Group Net Equity 49,086 51,083-1,997 Equity attributable to third parties 2,389 2,392-3 Net Equity 51,475 53,475-2,000 Non-current liabilities 73,078 71,608 1,470 Current liabilities 143, ,425 2,803 Liabilities held for sale 4, ,746 NET EQUITY AND LIABILITIES 272, ,508 2,273 The key economic and financial indicators as at 30 September 2016 and 2015, deriving from the ratios between certain data recorded in the Income Statement and Balance Sheet, are shown below. 30/09/ /12/2015 EBITDA/Total revenue and income 9.0% 10.4% EBIT/Total revenue and income 3.7% 5.8% EBT/Total revenue and income 1.4% 2.9% Net profit for the year/total revenue and income -0.5% 1.0% Financial Expenses/Revenue 2.5% 3.0% NFD/Group Net Equity Total liabilities/group Net Equity NFD/EBITDA (*) OWC/Total revenue and income (**) 31.4% 33.7% (*) Rolling EBITDA for the period 30/09/ /09/2016 (**) Rolling revenues for the period 30/09/ /09/2016 Net financial debt at 30 September 2016 amounted to Euro 88.5 million, with an increase of Euro 4.0 million compared to the Euro 84.5 million at the end of Without recourse transfers to factoring companies were slightly higher than in the previous period (Euro 69.1 million at 30 September 2016 against 64.2 million during the same period the previous year). Net working capital increased by around Euro 2.3 million, but its impact with respect to revenues remained the same. Operating working capital fell, going from Euro 78.8 million (33.7% of revenues) at the end of 2015 to 74.9 million at 30 September 2016 (31.4% of revenues). The trends described are also represented in the tables below:

8 30/09/ /12/ /09/2015 Non-current financial liabilities -53,368-50,608-48,092 Current financial liabilities -71,723-71,080-66,768 Other financial assets 2,243 2, Current financial assets 7,858 9,879 1,364 Cash and cash equivalents 26,909 25,171 23,258 Debt in assets held for sale Net financial debt -88,509-84,493-89,767 30/09/ /12/ /09/2015 Inventories 13,022 11,993 10,852 Trade receivables 104, , ,573 Trade payables -42,832-38,706-39,897 Operating working capital 74,924 78,805 84,528 Other current assets 19,585 15,400 18,433 Other current liabilities 28,673 30,639 35,025 Net working capital 65,836 63,566 67,936 The financial movements are analysed in the summary elements from the cash-flow statement, summarised below. CONSOLIDATED CASH-FLOW STATEMENT 01/01/ /09/ /01/ /09/2015 (*) CASH FLOW GENERATED BY OPERATING ACTIVITIES 9,670-2,259 CASH FLOW USED BY INVESTMENT ACTIVITIES -8,095-9,099 CASH FLOW PROVIDED BY (USED IN) FINANCING ACTIVITIES 2,001 3,730 TOTAL CASH FLOW 3,576-7,628 CASH AND EQUIVALENTS AT THE START OF THE YEAR 25,171 30,763 Net foreign-exchange differences CASH AND EQUIVALENTS AT THE END OF THE PERIOD 28,346 23,258 Cash flow from operating activities in the third quarter of 2016 had a positive balance of Euro 9.7 million, as a result of the profit before tax (+2.4 million), depreciation, amortisation and write-downs (+8.9 million), financial charges (+3.8 million), assets held for sale (-1.6 million), the decrease in operating capital for the year (-3.0 million), other provisions (+0.2 million) and taxes paid (Euro -1.1 million). Investment activities used cash flow for a total of 8.1 million net of disinvestments. Cash flows from financing activities (balance between increase and decrease of financial liabilities, including interest payments) generated 2.0 million. The resulting total cash flow was 3.6 million. INVESTMENTS IN RESEARCH & DEVELOPMENT As at 30 September 2016, investments had been made in intangible fixed assets totalling Euro 2.7 million, in the following areas:

9 Intangible assets with a finite useful life Acquisitions for the period Development Costs 154 Industrial patents, licenses, trademarks and similar rights 1,216 Other intangible fixed assets 111 Intangible fixed assets under construction and advances 1,262 Total 2,743 Investments in the first nine months mainly referred to the category Intangible fixed assets in progress, made by Insiel Mercato (Euro 264 thousand), EBM (Euro 692 thousand) and the TBS Group (Euro 215 thousand) to improve/supplement the proprietary product portfolio, and management and administrative software; in addition we note investments regarding the category Industrial patents, intellectual property rights, licences and trademarks made by Insiel Mercato (Euro 565 thousand) and EBM (Euro 536 thousand). As at 30 September 2016, investments had also been made in tangible fixed assets totalling Euro 4.7 million, in the following areas: Tangible assets Acquisitions for the period Land and buildings 22 Plants and Equipment 3,861 Other tangible fixed assets 813 Total 4,696 Investments in tangible assets mainly concerned equipment, machinery and other goods for the business of TBS GB for Euro 1,862 thousand, EBM for Euro 1,742 thousand, Tunemedix for Euro 570 thousand (of which Euro 200 thousand for change in the scope of consolidation), TBS India for Euro 163 thousand, and ST NL for Euro 114 thousand. BUSINESS OUTLOOK AND SUBSEQUENT EVENTS We report that subsequent to the reporting date, EBM was awarded: the tender held by the Veneto Region for teleaid and telemonitoring services (basic, for users affected by chronic heart failure and kidney failure) as well as specialist teleconsulting that will cover the entire region, for the next 5 years. The contract was signed on 6 October and has a total value of Euro 23.5 million. In Veneto, the only Italian region that has a service of this type that covers the entirety of its territory, around 24,000 people are involved in telecare programmes, while 2,900 people use the telemonitoring service, based on specific pathologies. The contract began on 1 October; fully integrated technical management service for biomedical equipment for Azienda Ospedaliera Sant'Andrea of Rome. The contract sees EBM as the parent company of a temporary association of businesses. The contract lasts three years and has a total value of Euro 3.45 million. For EBM, which holds 55% of the temporary association of businesses, the relative amount invoiced will be around Euro 1.9 million. Provision of services began at the end of September 2016.

10 Consolidated Balance Sheet 30/09/ /12/2015 ASSETS NON-CURRENT ASSETS - Assets with indefinite useful life (goodwill) 37,141 36,943 - Intangible assets with finite useful life 21,597 25,928 Intangible assets 58,738 62,871 - Land and buildings 7,472 7,667 - Plants and equipment 12,976 12,341 - Other tangible assets 2,585 2,850 Tangible assets 23,033 22,858 - Investments in associated companies 1,084 1,084 - Investments in other companies Other financial assets 2,244 2,145 - Other non-current assets Prepaid tax assets 6,362 7,345 Other non-current assets 10,494 11,484 NON-CURRENT ASSETS 92,265 97,213 Inventories 13,022 11,993 Trade receivables 104, ,519 Assets held for trading 0 0 Other current assets 16,097 12,387 Income tax receivables 3,488 3,014 Current financial assets 7,858 9,877 Cash and cash equivalents 26,909 25,171 CURRENT ASSETS 172, ,961 Assets held for sale 8, TOTAL ASSETS 272, ,508 NET EQUITY 30/09/ /12/ Share capital 4,142 4,142 - Reserves 44,944 46,941 GROUP NET EQUITY 49,086 51,083 NET EQUITY ATTRIBUTABLE TO THIRD PARTIES 2,389 2,392 CONSOLIDATED NET EQUITY 51,475 53,475 LIABILITIES Non-current financial liabilities 53,369 50,608 Employee severance indemnity [Italian TFR] 8,901 9,074 Deferred tax provision 9,280 10,161 Provisions for risks and charges 1,231 1,459 Other medium/long-term liabilities NON-CURRENT LIABILITIES 73,078 71,608 Trade payables 42,832 38,706 Other current liabilities 26,539 29,171

11 Current financial liabilities 71,723 71,080 Income tax payables 2,133 1,468 CURRENT LIABILITIES 143, ,425 TOTAL LIABILITIES 216, ,033 Liabilities held for sale 4,746 0 TOTAL LIABILITIES 272, ,508 Consolidated Income Statement 01/01/ /09/ /01/ /09/2015 Revenue from sales and services 166, ,392 Other income 1, (*) Total revenue and income 167, ,104 Cost of materials 26,364 22,419 External services costs 57,642 57,917 Personnel costs 67,092 64,204 Other operating costs 3,243 3,157 Cost adjustments for in-house generation of non-current assets -1,719-1,313 Amortisation and write-downs on fixed assets 8,916 8,170 Other provisions Total operating costs 161, ,611 OPERATING PROFIT 6,191 8,493 Gains/(losses) from investments 0-63 Financial income Financial expenses -4,165-4,517 PROFIT BEFORE TAX 2,391 4,524 Income taxes -1,506-2,074 PROFIT/(LOSS) FOR THE PERIOD from continuing operations 885 2,450 Profit/(loss) from assets held for sale -1, NET PROFIT/(LOSS) FOR THE PERIOD ,357 (Profit)/Loss for the period attributable to third parties NET GROUP PROFIT/(LOSS) FOR THE PERIOD -1,069 1,953 CONSOLIDATED CASH-FLOW STATEMENT 01/01/ /09/ /01/ /09/2015(*) CASH FLOW GENERATED BY OPERATING ACTIVITIES 9,670-2,259 CASH FLOW USED BY INVESTMENT ACTIVITIES -8,095-9,099 CASH FLOW PROVIDED BY (USED IN) FINANCING ACTIVITIES 2,001 3,730 TOTAL CASH FLOW 3,576-7,628 CASH AND EQUIVALENTS AT THE START OF THE YEAR 25,171 30,763 Net foreign-exchange differences CASH AND EQUIVALENTS AT THE END OF THE PERIOD 28,346 23,258

12 General information, layout and content of the Consolidated Financial Statements, IFRS compliance and scope of Consolidation The Group's consolidated interim Management Report has been prepared according to the recognition and valuation criteria provided for in international accounting standards. The accounting standards adopted are the same as those used at 31 December Scope of consolidation The companies included in the scope of consolidation as at 30 September 2016 are listed below: Subsidiary Registered Office Share capital Type of Investment Shareholding % Consolidation method TBS Group Spa Trieste (Italy) EUR 4,142,137 Parent Company Parent Company Tesan Televita Srl Udine (Italy) EUR 46,800 Indirect 75.1 Line by line PCS Professional Clinical Software GmbH Klagenfurt (Austria) EUR 1,230,000 Indirect 100 Line by line TBS FR Telematic & Biomedical Services Sarl Lyon (France) EUR 1,690,500 Direct 100 Line by line TBS BE Telematic & Biomedical Services BVBA Loncin (Belgium) EUR 150,000 Direct 100 Line by line TBS G.B. Telematic & Biomedical Services Ltd. Southend on Sea (United Kingdom) GBP 500,000 Direct (1) Line by line Telematic & Biomedical Services SL (single-member Company) Barcelona (Spain) EUR 650,000 Direct 100 Line by line STB Servicios Telematicos e Biomedicos Lda (single-member Company) Dafundo (Portugal) EUR 100,000 Direct 100 Line by line Surgical Technologies BV Didam (The Netherlands) EUR 18,200 Direct 100 Line by line Crimo Italia Srl Gualdo Tadino ( Italy) EUR 103,165 Direct Line by line Elettronica Bio Medicale Srl Foligno (Italy) EUR 1,897,765 Direct 100 Line by line MSI MedServ International Deutschland GmbH Pfullendorf (Germany) EUR 321,000 Direct 100 Line by line TBS IT Srl (single-member Company) Trieste (Italy) EUR 5,295,860 Direct 100 Line by line TBS SE Telematic & Biomedical Services Doo Belgrade (Serbia) RSD 465,000 Direct 100 Line by line Insiel Mercato S.p.A. Trieste (Italy) EUR 3,246,808 Direct 100 Line by line TBS INDIA Telematic & Biomedical Services Prv. Ltd Bangalore (India) INR 5,000,100 Direct 100 Line by line Erre Effe Informatica Srl Arezzo (Italy) EUR 41,280 Indirect 51 (2) Line by line TBS Imaging Srl Fisciano (Italy) EUR 100,000 Indirect 100 Line by line Ing. Burgatti Spa San Lazzaro di Savena (Italy) EUR 312,000 Indirect 65 (3) Line by line TBS Bohemia Sro Prague (Czech Republic) CZK 200,000 Direct 100 Line by line Crimo France Sas Ablon sur Seine (France) EUR 40,000 Indirect 100 Line by line Crimo Instrumentation Medicale SL Castillon de la Plana (Spain) EUR 10,000 Indirect 100 Line by line Tunemedix Lda Aldeia de Paio Pires (Portugal) EUR 5,000 Direct 51 (2) Line by line (1) Following the valuation of final sale of the remaining 3.87% of the shares, the consolidation percentage is 100%. (2) Following the valuation of a put and call option on the remaining 49% of the shares, the consolidation percentage is 100%. (3) Following the valuation of a put and call option on the remaining 35% of the shares, the consolidation percentage is 100%. The scope of consolidation relative to 30 September 2016 changed with respect to 31 December 2015 due to the purchase, on 7 March 2016, of 51% of the stakeholding in Tunemedix Lda for Euro 184 thousand. With no change in the scope of consolidation, we note the acquisition on 16 March 2016 of an additional 20.2% of Crimo Instrumentation Medicale shares, already held at 79.8%, at a price of Euro 6 thousand.

13 Note that at 30 September 2016, the subsidiary TBS IT is classified among assets held for sale, following the decision to sell the associated stakeholding. Consequently, the consolidated income statement and the consolidated cash-flow statement for the previous period were appropriately revised as foreseen under IFRS 5. On 22 September 2016, the sale of the stakeholding in Sinopharm TBS was completed, classified at 31 December 2015 among assets held for sale (Euro 333 thousand), with receipt of the relative payment. The exchange rates applied as at 30 September 2016 for translating financial statements in foreign currency are as follows (1 Euro=foreign currency) and corresponding to those made available by the Italian Foreign Exchange Office: Currency Average exchange rate 3 rd quarter 2016 Exchange rate as at 30/09/2016 Exchange rate as at 31/12/2015 Average exchange rate 3 rd quarter 2015 Exchange rate as at 30/09/2015 Pound Sterling (GBP) Serbian dinar (RSD) Indian rupee Czech koruna The main items in the Consolidated Balance Sheet and the Consolidated Income Statement are commented on below. Business combinations Acquisition of Tunemedix Lda On 7 March 2016, the Parent Company acquired 51% of the shares of Tunemedix Lda of Lisbon, Portugal. The company specialises in supplying diagnostic imaging products and managing relative services. The purchase price for 51% of the share capital was Euro 184 thousand. The parties also established a contractual put & call option for the purchase/sale of the entire residual stakeholding, to be exercised by 31 March The Directors assessed the put & call option to purchase the remaining portion of the share capital at Euro 177 thousand. This amount was recorded among the non-current financial payables. The fair value of assets and liabilities identified at the date of acquisition is as follows: Fair value recorded in the financial statements at acquisition Carrying value Total current assets Total non-current assets TOTAL ASSETS Total current liabilities Total non-current liabilities TOTAL LIABILITIES Fair value of net assets Goodwill 341 Price 361 Cash acquired 45 Note that the price for the acquisition was greater than the net fair value of the Company s net assets as of the acquisition date. For said difference, goodwill was recognised in the amount of Euro 341 thousand. It should be noted that the initial recognition for this business combination is to be considered

14 provisional. Note that the contribution to the Group s result made by the companies equals a loss of Euro 54 thousand, and their contribution to consolidated revenue is Euro 414 thousand. Additionally, on 6 April 2016, Crimo Italia acquired the Kymed business unit for Euro 85 thousand. Assets held for sale or transferred The total profit/(loss) deriving from assets held for sale can be broken down as follows: 3rd quarter rd quarter 2015 SLT profit 637 TBS IT loss -1, TOTAL NET PROFIT/(LOSS) DERIVING FROM ASSETS HELD FOR SALE -1, Total assets held for sale can be broken down as follows: 30/09/ /12/2015 Sinopharm TBS TBS IT 8,155 - TOTAL ASSETS HELD FOR SALE 8, Total liabilities held for sale can be broken down as follows: 30/09/ /12/2015 TBS IT 4,746 TOTAL LIABILITIES HELD FOR SALE 4,746 - Intangible assets Goodwill Goodwill refers to cost of the business combination paid by the Group in excess allocation of merger deficits or for the acquisition of controlling interests in certain subsidiaries. The following table details the goodwill value allocated to the respective cash generating units ( CGU ): 30/09/ /12/2015 Clinical Engineering Italy 18,751 18,778 Clinical Engineering Europe 5,913 6,098 Diagnostic Imaging 4,530 4,120 e-health& e-government software production 4,921 4,921 Clinical Engineering India 3,026 3,026 Total goodwill 37,141 36,943 The book value of goodwill as at 30 September 2016 amounted to Euro 37,141 thousand. The difference compared to the value as at 31 December 2015, equal to Euro 198 thousand, derives

15 from: the provisional recording of goodwill for Euro 341 thousand following the merger of Tunemedix; from recognition of the TBS GB EUR/GBP foreign exchange rate translation difference of Euro 185 thousand attributed to the Clinical Engineering Europe CGU; from the booking of goodwill for Euro 22 thousand following the acquisition of the additional 20.2% interest in Crimo Instrumentation Medicale; the revision of goodwill for Crimo France of Euro 47 thousand; the reclassification of TBS IT goodwill for Euro 55 thousand in assets held for sale; from the booking of goodwill for Euro 28 thousand following the acquisition of Kymed by Crimo Italia. Intangible assets with a finite useful life The table below provides a breakdown Intangible assets with a finite useful life as they appear in the Balance Sheet: 30/09/ /12/2015 Development 1,109 2,326 Industrial patents, licenses, trademarks and similar rights 6,065 6,449 Other intangible fixed assets 11,329 13,646 Intangible fixed assets in progress and advances 3,094 3,507 Total intangible fixed assets 21,597 25,928 Changes in the period for Intangible assets with a finite useful life are shown below: Development Industrial patents, licenses, trademarks and similar rights Other intangible fixed assets Intangible investments in progress and advances Total Intangible fixed assets Cost at 1 January 2016 net of provisions 2,326 6,449 13,646 3,507 25,928 Net increases 154 1, ,262 2,743 Net increases, assets held for sale Net disposals Reclassification of assets held for sale ,255-2,314 Depreciation for the period 500 2,183 2,373-5,056 Depreciation for the period of assets held for sale Foreign exchange differences Reclassifications and other ,040 - At 30 September ,109 6,065 11,329 3,094 21,597 At 1 January 2016 Cost or fair value 7,324 22,891 34,382 3,507 68,104 Amortisation provisions and impairment -4,998-16,442-20, ,176 Residual net value 2,326 6,449 13,646 3,507 25,928 At 30 September 2016 Cost or fair value 6,943 24,709 34,442 3,094 69,188 Amortisation provisions and impairment -5,834-18,644-23, ,591 Residual net value 1,109 6,065 11,329 3,094 21,597 Total

16 Tangible assets The table below presents the net balances for fixed tangible assets: 30/09/ /12/2015 Land and buildings 7,472 7,667 Plants and Equipment 12,976 12,341 Other tangible fixed assets 2,585 2,850 Total tangible fixed assets 23,033 22,858 Changes in the period are shown below: Land and buildings Plants and Equipment Other tangible fixed assets Total tangible fixed assets Cost at 1 January 2016 net of provisions 7,667 12,341 2,850 22,858 Net increases 22 3, ,496 Net increases, assets held for sale Disposals (historical cost) Disposals (amortisation provision) Change in the scope of consolidation Reclassification of assets held for sale Depreciation for the period 216 2, ,860 Depreciation for the period of assets held for sale Foreign exchange differences At 30 September ,472 12,976 2,585 23,033 At 1 January 2016 Cost or fair value 9,756 35,414 8,648 53,818 Amortisation provisions and impairment -2,089-23,073-5,798-30,960 Residual net value 7,667 12,341 2,850 22,858 At 30 September 2016 Total Cost or fair value 9,777 38,217 9,155 57,149 Amortisation provisions and impairment -2,305-25,241-6,570-34,116 Residual net value 7,472 12,976 2,585 23,033 Inventories The breakdown of inventories as at 30 September 2016 is as follows: 30/09/ /12/2015 Work in progress on order Cost Work in progress on order write-down provision Net realisable value Inventories consumables, spare parts and goods Cost 14,077 13,000 Inventory write-down provision -1,416-1,270 Net realisable value 12,661 11,730 Advances 3 0 Total 13,022 11,993

17 Trade receivables The table below provides a breakdown of trade receivables: 30/09/ /12/2015 Trade receivables 109, ,722 Receivables write-down provision -4,987-4,203 Total 104, ,519 During the nine months, some Group companies entered into non-recourse factoring deals, resulting in receivables assigned totalling Euro 69.1 million being removed from the balance sheets (64.2 million in the first months of 2015). Trade payables The table below provides a breakdown of trade payables: 30/09/ /12/2015 Payables to suppliers 42,832 38,706 Total trade payables 42,832 38,706 Net financial position The net financial debt in each period considered is shown below: 30/09/ /12/2015 A. Current financial assets 7,858 9,877 B. Cash and cash equivalents 26,909 25,171 C. Liquidity (A. + B.) 34,767 35,048 D. Non-current financial assets 2,244 2,145 E. Non-current financial liabilities 53,369 50,608 F. Current financial liabilities 71,723 71,080 G. Net financial debt (C. + D. - E. - F.) -88,081-84,495 Net financial debt assets held for sale Total financial debt -88,509-84,495 During the first nine months of 2016, the Group took out the following new medium/long-term loans: Euro 6 million loan granted to TBS Group by Monte dei Paschi in February The loan is repayable in 10 half-yearly deferred instalments. The first instalment is due 30 June 2017 and the final one on 30 June Euro 0.8 million loan granted to TBS Group by Banca Popolare in September The loan is repayable in 18 monthly deferred instalments. The first instalment is due 31 January 2017 and the final one on 31 March Euro 0.7 million loan granted to Crimo Italia by Monte dei Paschi in May The loan is repayable in 12 quarterly deferred instalments; the first instalment fell due on 30 September 2016 and the final one is due on 30 June Loan granted in March 2016 to Ing. Burgatti by Cassa di Risparmio di Rimini for Euro 0.2 million. The loan is repayable in 36 monthly deferred instalments. The first instalment came due 30 April 2016 and the final one is due on 30 March Loan granted in April 2016 to Ing. Burgatti by Cassa di Risparmio di Bologna for Euro 0.35 million. The loan is repayable in 36 monthly deferred instalments. The first instalment came due 26 May 2016 and the final one is due on 26 April 2019.

18 Loan granted in September 2016 to Ing. Burgatti by Banca di Imola for Euro 0.17 million. The loan is repayable in 36 monthly deferred instalments. The first instalment came due 12 October 2016 and the final one is due on 12 September Loan granted in September 2016 to Ing. Burgatti by Banca di Desio for Euro 0.4 million. The loan is repayable in 36 monthly deferred instalments. The first instalment came due 10 October 2016 and the final one is due on 10 October Revenue The table below provides a breakdown of revenues as at 30 September 2016 and 30 September 2015: 01/01/ /09/ /01/ /09/2015 (*) Revenue from the sale of goods and services 166, ,352 Change in work in progress on order Total revenue 166, ,392 Other revenue and income The table below provides a breakdown of other revenue and income at 30 September 2016 and 30 September 2015: 01/01/ /09/ /01/ /09/2015 (*) Contributions Other operating revenue Total other income 1, Revenue contributions include both revenues linked to cost components and revenues linked to investments in non-current intangible fixed assets, and are recognised on an accruals basis for their offsetting against related costs. Positive components relative to the use of the provisions for risks and charges are included among other revenues, where risks did not arise or arose at a value of less than that allocated. Cost of raw materials and consumables The table below provides a breakdown of the cost of raw materials and consumables as at 30 September 2016 and 30 September 2015: 01/01/ /09/ /01/ /09/2015 (*) Raw materials, consumables and goods 27,673 22,818 Changes in inventories of raw materials, consumables and goods -1, Total raw materials, consumables and goods 26,364 22,419

19 Service costs The table below provides a breakdown of service costs as at 30 September 2016 and 30 September 2015: 01/01/ /09/ /01/ /09/2015 (*) Consultancy and technical contracts 33,464 34,403 Legal, administrative and commercial services 3,657 3,693 Travel expenses 2,346 2,257 Telephone expenses 941 1,026 Directors remuneration Board of statutory auditors remuneration Commissions 1,325 1,454 Bank commissions and factoring charges 1,266 1,085 Third-Party Insurance Transportation and shipping 1,344 1,135 Other repairs and maintenance Advertising, promotion, exhibitions and trade fairs Use of third-party assets 2,307 1,987 Vehicle rental 2,392 2,610 Other service costs 5,260 5,045 Total service costs 57,642 57,917 Personnel costs The table below provides a breakdown of personnel costs as at 30 September 2016 and 30 September 2015: 01/01/ /09/ /01/ /09/2015 (*) Salaries and wages 50,242 48,245 Social security contributions on salaries 13,269 12,347 Retirement benefits Employee Severance Indemnity 2,302 2,139 Other personnel costs 1,115 1,309 Total personnel costs 67,092 64,204 Other operating costs The table below provides a breakdown of other operating costs as at 30 September 2016 and 30 September 2015: 01/01/ /09/ /01/ /09/2015 (*) Write-downs of receivables under current assets Taxes and duties Other costs 1,898 1,912 Total other operating costs 3,243 3,157 Cost adjustments for in-house generation of non-current assets The following table illustrates the extent of the cost adjustments for in-house generation of noncurrent assets as at 30 September 2016 and 30 September 2015:

20 01/01/ /09/ /01/ /09/2015 (*) Cost adjustments for in-house generation of non-current assets -1,719-1,313 Total cost adjustments for in-house generation of non-current assets -1,719-1,313 The item Cost adjustments for in-house generation of non-current assets as at 30 September 2016 amounted to Euro 1,719 thousand (Euro 1,313 thousand at 30 September 2015). It related entirely to personnel and service expenses incurred for some development of new software and information technology. In particular, should such costs be deducted from the corresponding Income Statement item, there would be a reduction in personnel and service costs. Depreciation, amortisation and write-downs The following table shows the breakdown of depreciation, amortisation and write-downs at 30 September 2016 and 30 September 2015: 01/01/ /09/ /01/ /09/2015 (*) Depreciation of tangible fixed assets 3,860 3,504 Amortisation of intangible fixed assets 5,056 4,666 Total depreciation, amortisation and write-downs 8,916 8,170 Other provisions for risks and charges The table below provides a breakdown of other provisions for risks and charges as at 30 September 2016 and 30 September 2015: 01/01/ /09/ /01/ /09/2015 Provisions Contractual risk provision for disputes Provisions Supplementary customer indemnity provision Provisions Other provisions for risks and charges Total allocation to provisions Financial income and expenses The table below provides a breakdown of financial income and charges at 30 September 2016 and 30 September 2015: 01/01/ /09/ /01/ /09/2015 (*) Interest payable on loans 3,512 4,391 Other financial expenses Actuarial termination indemnity loss 0 0 Total Financial Expenses 4,165 4,517 Bank interest receivable Other interest receivable Other financial income Total Financial Income Total financial income and expenses 3,800 3,906

21 Income taxes 01/01/ /09/ /01/ /09/2015 (*) Current income taxes, Italy 253 1,664 Current income taxes, Foreign 1, Current income taxes 1,687 2,603 (Pre-paid)/deferred taxes Total income taxes 1,506 2,074 Trieste, 10 th November 2016 On behalf of the Board of Directors Chief Executive Officer Paolo Salotto

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