PRESS RELEASE TBS Group: the Board of Directors approves the 2011 draft financial statements

Transcription

1 PRESS RELEASE TBS Group: the Board of Directors approves the 2011 draft financial statements Consolidated revenues of million euros; up 6.8 million euros compared to 2010 (+3.6%); EBITDA of 19.6 million euros, down 1.1 million euros compared to 2010 (-5.5%); Operating profit (EBIT) of 10.1 million euros, down 1.2 million euros compared to 2010 (-10.3%); Net profit for the year of 0.7 million euros, down 5.3 million euros compared to 2010, which benefited from tax exemption in the amount of 3.4 million euros; Net financial debt of 69.3 million euros, in line with the 2010 figure of 68.9 million euros; Proposed dividend of euros per share. - Preliminary figures not subject to auditing and verification by the Board of Statutory Auditors Main Consolidated Economic Results The Board of Directors of TBS Group, a company listed on AIM Italia, has approved the 2011 draft financial statements, which show a continued growth in turnover and a decline in EBITDA and in the bottom line, affected respectively by non-recurring costs and by the higher financial charges during the second half of the period. During the 2011 financial year the company recorded a consolidated turnover of million euros, up 6.8 million euros compared to The 3.6% increase benefits also from the different scope of consolidation of the Group, which includes the acquisitions of MNE Technologies Private Limited in India (from April 2010), Erre Effe Informatica S.r.l. (December 2010), SIC S.r.l. (December 2010), Delta X S.r.l. (May 2011) and EBME Ltd in the United Kingdom (August 2011). Net of the contribution of the aforementioned companies, the consolidated organic revenue growth would have been equal to 2.4%. The breakdown by business line shows revenues in line with the previous financial year, reflecting the consolidation of leadership in clinical engineering services (which generate 79.8% of revenues) and the strengthening of the e-health and e-government Systems and Solutions Business Unit (20.2% of revenues). The analysis of revenues by geographical area confirms Europe as the Group s main business market: Italy accounts for 66.5% of turnover (65.4% in 2010), the other European countries

2 account for 32.4% (compared to 33.7% in 2010) while non-european countries show a slight growth of 1.1% (0.9% in the previous financial year). Consolidated EBITDA amounted to 19.6 million euros, down 1.1 million euros (-5.5%). That result includes the contribution of the acquired companies, net of which EBITDA would have been equal to 19.0 million euros, down 1.7 million euros compared to the previous financial year. The decline in EBITDA is attributable primarily to negative non-recurring items, of a total of 2 million euros, mainly incurred by the e-health and e-government Business Unit. Firstly, this decline was influenced by the costs incurred during the first half of 2011 by the subsidiary Insiel Mercato for the project to establish its new Data Centre, aimed at giving the company greater technological expertise in developing services in CLOUD mode. Added to this is the impact of the continuing restructuring process commenced by the German subsidiary Subitec GmbH, with the aim of restoring profitability. This result was partly achieved during the second half of 2011, particularly by virtue of the termination of a major order which was particularly onerous. Finally, added to these specific diseconomies were the non-recurring costs recorded in 2011 for staff restructuring and the renegotiation of some service contracts, consultancy costs related to mergers and due diligence for new acquisitions, some not completed. The decline in EBITDA is reflected also in the decrease in operating profit (EBIT), which moved from 11.3 million euros in 2010 to 10.1 million euros in 2011, down 1.2 million euros (-10.3%). Financial management for the year recorded a significant increase in financial charges in absolute terms, equal to 4.5 million euros compared to 2.9 million euros for the previous financial year. This is due to the increase in the Euribor rate (up 0.6%) and, in particular, to the increase in the spread relating to the cost of funding, both short and mid-long term, as well as financial charges resulting from the increase in assignment of receivables concluded during the period. Net profit for the 2011 financial year amounts to 0.7 million euros, down 5.3 million euros compared to the 6.0 million euros in It must be borne in mind that the 2010 financial year result benefited from tax exemption on goodwill (affrancamento fiscale dell avviamento) in the subsidiary EBM, without which, the 2010 profit would have been equal to 2.6 million euros, thereby reducing the drop seen in 2011 to 1.9 million euros. In a market that sees, especially in Italy, health and public administration at a crossroads between growth in demand for services and unsustainable spending, comments Diego Bravar, Chairman and CEO of TBS Group, our company has continued along its path of optimising its processes, focusing on offering services with a high technological component and integrated IT solutions with consequent improvements in the quality of services offered to each person. In this perspective, during 2011, despite the particularly difficult macroeconomic environment, we have strengthened our positioning with both internal and external growth, while maintaining a net financial debt which is basically unchanged. Financial situation as at 31 December 2011 Net financial debt at the end of 2011 amounts to 69.3 million euros, in line with the 2010 financial year, which amounted to 68.9 million euros. During the period, the company concluded operations linked to the assignment of receivables, for a total of 74.4 million euros compared to

3 51 million euros in the previous financial year, an increase attributable to the changing macroeconomic environment and the further lengthening of payment terms in the public sector. The conclusion of those operations has enabled us to contain the increase in operating working capital from 79.6 million euros in 2010 to 83.4 million euros in 2011; the increase of 3.8 million euros is actually reflected in a minimal growth in revenues, up 0.5%, from 41.7% in 2010 to 42.2% in Convocation of the Ordinary Shareholders Meeting and Dividend Proposal TBS Group s Board of Directors gave the Chairman a mandate to convene the next Ordinary Shareholders Meeting, on 4 May 2012 in first call and on 10 May 2012 in second call, setting the respective agenda and identifying as a result the date for dividend payment and the coupon date. In light of the Group s solid equity position and the desire to confirm the policy of rewarding shareholders with dividends, the Board of Directors shall propose that the Shareholders Meeting distributes a dividend of euros for each of the 41,684,545 ordinary shares outstanding (a figure that excludes the 501,031 own shares held by TBS Group as at today s date). Other Resolutions of the Board of Directors The Board of Directors also resolved in order to streamline the corporate structure, especially in light of recent extraordinary transactions to change the name of the Group business units and their scope of action, along with the respective General Management departments. The Medical Equipment and Devices Business Unit is now called the Medical Devices and ICT Systems Business Unit and its operations are coordinated and managed by three Group General Managers: Fabio Faltoni for Italy; Nicola Pangher, appointed today by the Board, for the United Kingdom, the Gulf region, India and China; and Pietro Torrusio for Spain, Portugal, France, Belgium, Germany and Holland. Pietro Torrusio will also continue to coordinate and manage Crimo Italia S.r.l., SLT S.r.l. and TecnoBioPromo S.r.l. and will also cover the role, on an interim basis, of Group Commercial Manager. The other Business Unit e-health & e-government Systems and Solutions is now called the e-health & e-government Integrated Solutions Business Unit and its operations are coordinated by Alberto Steindler, Group General Manager for Italy and abroad. The Board of Directors also read through the new AIM Italia Rules for Companies (AIM Italia/Mercato Alternativo del Capitale) and consequent obligations of issuers admitted in this market. In particular, with respect to the alteration to Article 8 of the Company s Articles of Association, the Company intends to adjust the statutory clause (previously set at 3%) to the new threshold of 5% (and its multiples up to 50%, then 66.6%, 75%, 90%, 95%) for communications to the Company and to the public on significant changes in ownership; it has also included a reference to takeover bid provisions, a mandatory requirement for issuers, including therein the duties (administrative and arbitrational) of the appeals board called the Panel, i.e. the Arbitration Board.

4 Main events during the 2011 financial year As part of its international development, on 19 April 2011, TBS Group incorporated the company Sinopharm TBS (Beijing) Clinical Engineering Technology Co. Ltd in China, a partnership between the Group and CSIMC Ltd (China National Scientific Instruments and Materials Corporation), and provided payment of its part of the share capital. On 22 August 2011 the subsidiary TBS GB Ltd, operating in the United Kingdom, acquired a 63.25% holding in EBME Ltd, for a price of 1.25 million pounds, which may be increased by an earn-out up to a maximum of a further 0.5 million pounds. The remaining 36.75% holding in EBME Ltd will be acquired following approval of the EBME financial statements as at 31/03/2012, through a share swap with a number of TBS GB Ltd shares. During the course of 2011 TBS Group also looked at various operations in the multivendor maintenance sector related to diagnostic imaging equipment, which represent an opportunity to increase the Company s technological know-how and strengthen its offer in the outsourced clinical engineering services market. In this sector, on 30 May 2011, the Group acquired, through its subsidiary EBM, a 100% stake in the Italian company Delta X, operating in multivendor maintenance services related to radiology equipment. To support its process of international growth, as well as its financial sustainability, the Company has focused on finding new institutional investors. This activity successfully concluded with the integration of Fondo Italiano di Investimento into the corporate structure, by way of a reserved capital increase of 10 million euros (acquiring a holding following the increase of 13.17%) and the subscription of a convertible debenture loan amounting to 10 million euros (which, in the case of complete conversion, would increase Fondo Italiano di Investimento s holding to 21.28%); the transactions concluded on 9 February During 2011, the parent company TBS Group also continued to prepare for the process of transition from the AIM market to a regulated market, with progressive adjustment of the company s procedures and IT solutions and a change in the Group s corporate governance processes. Significant events that have occurred after financial year-end In order to support development at a national level, in 2011 TBS Group took part, through its subsidiary TBS IT, in the call for tender for the purchase of the IT and Call Centre branches of Agile, a company in extraordinary administration. The purchase contract was signed on 7 February 2012 and the overall offer made by TBS IT was 1 million euros, including 900,000 for the IT branch and 100,000 for the Call Centre branch. On 2 March 2012 TBS Group signed an investment agreement with the company REM S.p.A. of Fisciano (Salerno), which specialises in the maintenance of digital diagnostic imaging equipment (CT scanners, MRI scanners, etc.). Under the agreement, which includes an agreement for the transfer of know-how, TBS Group is acquiring a 35% stake in REM s share capital through a reserved capital increase of 2 million euros. The agreement also involved a call option for TBS Group exercisable in one or two tranches for the purchase of an additional 35% share by 2014.

5 Following the resolution of the Shareholders Meeting on 31 January 2012, TBS Group renewed its share buyback programme up to a maximum of 263,179 ordinary shares, at a nominal value of 0.10 euros per share. Business Outlook In 2012 TBS Group will continue to follow its growth path, both with regard to organic growth and through external lines, by means of targeted acquisitions. The transactions already concluded in the first few months of 2012 confirm the strategy followed by management aimed at increasing its technological know-how and strengthening the offer in the clinical engineering services market. That strategy involves expanding the services and solutions offered to new sectors (such as diagnostic imaging) and the integrated management, in outsourced and multivendor services, not just of biomedical equipment but also extending to all the ICT systems and solutions used by customers. It will also have an important role in the process of internationalisation, focused on strengthening the offer in countries where TBS Group is already present and which are of particular strategic importance. Finally, the Group will continue its efforts to improve the efficiency of the corporate organisation, including the possible inclusion of legal entities operating in the same country, in order to streamline the structure, thus optimising the costs of the individual companies. TBS Group, listed on AIM Italia, manages clinical engineering and ICT services in outsourcing and provides integrated solutions of e-health and e-government to ensure a more safe and efficient use of biomedical and IT technology, to innovate processes and to contain and requalify costs of provided services. With registered offices in Trieste at AREA Science Park and revenues totalling million euros in 2011, is present through its numerous subsidiaries across 13 countries Saudi Arabia, Austria, Belgium, China, France, Germany, India, the UK, Italy, the Netherlands, Portugal, Serbia and Spain and operates with over 2,300 employees, 26 specialist centres and more than 300 on site workshops linked to over 1,000 hospitals. For further information: TBS Group Paolo Salotto tel.: ir@italtbs.com Trieste, 29 March 2012 This press release is an English translation of an Italian language version. In the event of any inconsistency or interpretation difficulties reference should be made to the original press release in Italian language, which shall in any event prevail.

6 Financial Statements drawn up in compliance with International Accounting Standards IAS/IFRS CONSOLIDATED STATEMENT OF INCOME TBS Group (in thousands of euro) Sale of goods and rendering of services 195, ,080 Other revenue 2,183 1,581 Total revenue 197, ,661 Cost of materials 23,216 25,257 Service costs 77,246 73,978 Personnel costs 76,254 69,107 Other operating costs 3,045 2,914 Cost adjustments for in-house generation of non-current assets -1,955-1,493 Amortisation, depreciation and write-downs 9,475 9,441 Other provisions Total operating costs 187, ,386 OPERATING PROFIT 10,110 11,275 Gain (losses) from investments 6-17 Financial income Financial expenses -4,522-2,862 PROFIT BEFORE TAX 5,864 9,127 Income taxes -5,142-3,177 NET PROFIT FOR THE PERIOD 722 5,950 NET PROFIT FOR THE PERIOD ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT COMPANY ,592 Earnings per share attributable to ordinary equity holders of the Parent Company (amounts in ) -basic diluted Consolidated statements of comprehensive income (in thousands of euro) Net profit for the period 722 5,950 Change in foreign currency translation reserve Other comprehensive income, net of taxes Comprehensive result for the period 645 6,061 Net profit for the period attributable to: - Minority interests Equity holders of the parent 220 5,703 Total 645 6,061

7 CONSOLIDATED STATEMENT OF FINANCIAL POSITION TBS Group (in thousands of euro) ASSETS NON-CURRENT ASSETS - Assets with indefinite useful life (goodwill) 34,356 35,544 - Intangible assets with finite useful life 25,766 23,993 Intangible assets 60,122 59,537 - Land and buildings 5,575 5,162 - Plants and machinery 7,693 7,927 - Property, plant and equipment 3,775 2,580 Property, plant and equipment 17,043 15,669 - Investments in associated companies Investments in other companies Other financial assets 1,714 1,643 - Other non-current assets Cash and cash equivalents 8,996 10,135 Other non-current assets 11,937 12,769 NON-CURRENT ASSETS 89,102 87,975 Inventories 7,544 6,483 Trade receivable 121, ,370 Other current assets 7,316 5,372 Income tax receivables 1,218 1,165 Current financial assets 2, Cash and cash equivalents 17,531 8,786 CURRENT ASSETS 157, ,425 TOTAL ASSETS 246, ,400 SHAREHOLDERS EQUITY - Share capital 3,613 3,617 - Reserves 50,483 51,331 EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT 54,096 54,948 EQUITY ATTRIBUTABLE TO MINORITY INTERESTS 2,605 2,400 CONSOLIDATED SHAREHOLDERS EQUITY 56,701 57,348 LIABILITIES Interest-bearing loans and borrowings 19,466 24,647 Employee Severance Indemnity 6,668 6,553 Deferred tax liabilities 10,394 10,212 Provisions 762 1,684 Other non-current liabilities NON-CURRENT LIABILITIES 37,644 43,510 Trade payables 45,188 42,311 Other current liabilities 32,610 24,666 Interest-bearing loans and borrowings 71,803 54,960 Tax payables 2,515 2,605 CURRENT LIABILITIES 152, ,542 TOTAL LIABILITIES 189, ,052 TOTAL SHAREHOLDERS EQUITY AND LIABILITIES 246, ,400

8 CONSOLIDATED STATEMENT OF CASH FLOWS TBS Group (in thousands of euro) Adjustments to reconcile net income before tax to net cash provided by operating activities: Profit before tax 5,864 9,127 - Depreciation and amortization of property, plant and equipment and intangible assets 9,475 9,441 - (Gain)/losses on disposal of non-current assets, including investments Net increase/(decrease) in the Employee Severance Indemnity provision and other personnel funds 1, Net change in provisions Interest and other financial income Financial expenses 4,522 2,862 - Costs for share based payments Total 20,921 20,947 Net change in working capital for the period (Increase)/decrease in inventories (Increase)/decrease in trade receivable -4,707-8,400 Increase/(decrease) in trade payables 2, Increase/(decrease) in other assets and liabilities 3, Total 193-8,145 Interest and other financial income collected Income taxes paid -4,890-9,839 CASH FLOW PROVIDED BY OPERATING ACTIVITIES 16,258 3,125 - Additions to intangible assets -3,336-3,253 - Additions to property, plant and equipment -4,695-6,053 - Net change in financial loans and other financial assets -2, Disposal of intangible assets Disposal of property, plant and equipment Acquisition of subsidiaries, net of cash acquired -1,520-7,956 CASH FLOWS USED IN INVESTING ACTIVITIES -11,806-16,819 CASH FLOW FROM FINANCING ACTIVITIES - Net increase/(decrease) in short term interest-bearing loans and borrowings 17,477 19,256 - Net increase/(decrease) in long term debts -7,836-1,908 - Purchase of own shares Dividends paid -1,000-1,003 - Dividends paid to minority interests Interest and other financial expenses paid -4,096-2,534 - Interest and other financial income cashed Other movements CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES 4,370 13,916 TOTAL CASH FLOWS 8, CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD 8,786 8,454 - Net foreign exchange difference CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD 17,531 8,786

9 STATEMENT OF INCOME TBS GROUP SPA Sale of goods and rendering of services 9,556,482 9,305,370 Other revenue 294, ,483 Total revenue 9,851,068 9,536,853 Cost of materials 159, ,655 Service costs 6,588,084 5,907,275 Personnel costs 5,362,140 4,514,135 Other operating costs 382, ,060 Cost adjustments for in-house generation of non-current assets -394, ,913 Amortisation, depreciation and write-downs 971, ,442 Total operating costs 13,068,892 11,771,654 OPERATING PROFIT -3,217,824-2,234,801 Gain (losses) from investments -5,094,412-5,179,911 Dividends 13,886,780 4,194,193 Financial income 284, ,801 Financial expenses -821, ,358 PROFIT BEFORE TAX 5,036,976-3,599,076 Income taxes 1,041, ,201 NET PROFIT (LOSS) FOR THE PERIOD 6,078,755-3,323,875 Statement of comprehensive income Net result for the period 6,078,755-3,323,875 Other comprehensive profit: Gain due to branch transfer operation 560,258 Total comprehensive result for the period 6,639,013-3,323,875

10 STATEMENT OF FINANCIAL POSITION- TBS GROUP SPA NON-CURRENT ASSETS - Assets with indefinite useful life (goodwill) 93,512 93,512 - Intangible assets with finite useful life 2,911,949 2,936,230 Intangible assets 3,005,461 3,029,742 - Land and buildings 1,138,624 1,176,786 - Plants and machinery 16,988 12,216 - Other tangible assets 402, ,096 Property, plant and equipment 1,558,519 1,471,098 - Investments in subsidiaries 68,155,301 61,484,264 - Investments in associated companies and joint venture 37,376 65,433 - Investments in other companies 81,709 81,709 Investments 68,274,386 61,631,406 - Other financial assets Other non-current assets 17,665 4,845 - Deferred tax assets 519, ,152 Other non-current assets 536, ,012 TOTAL NON-CURRENT ASSETS 73,375,072 66,831,258 CURRENT ASSETS Trade receivables 9,181,338 10,424,797 Other current assets 3,450,996 4,730,889 Income tax receivables 583, ,224 Current financial assets 11,151,020 16,547,548 Cash and cash equivalents 357, ,790 TOTAL CURRENT ASSETS 24,723,733 32,543,248 TOTALE ASSETS 98,098,805 99,374,506 SHAREHOLDERS EQUITY - Share capital 3,613,388 3,616,998 - Reserves 55,361,714 49,801,901 TOTAL SHAREHOLDERS EQUITY 58,975,102 53,418,899 NON-CURRENT LIABILITIES Interest-bearing loans and borrowing 6,494,292 13,127,232 Employee Severance Indemnity 304, ,631 Deferred tax liabilities 454, ,467 Provisions 5,056,189 9,156,219 TOTAL NON CURRENT LIABILITIES 12,309,377 23,024,549 CURRENT LIABILITIES Trade payables 3,555,632 3,065,539 Other current liabilities 2,274,169 2,739,600 Interest-bearing loans and borrowings 20,984,525 15,778,053 Tax payables 0 1,347,866 TOTAL CURRENT LIABILITIES 26,814,326 22,931,058 TOTAL SHAREHOLDERS EQUITY AND LIABILITIES 98,098,805 99,374,506

11 STATEMENT OF CASH FLOWS - TBS GROUP SPA Adjustment to reconcile net income before tax to net cash provided by operating activities: Profit before tax 5,037-3,599 - Depreciation and amortization of property, plant and equipment and intangible assets Losses/(gain) on investments 5,095 5,167 - Net increase/(decrease) in the Employee Severance Indemnity provision and other personnel funds Dividends -13,887-4,194 - Interests and other financial income Financial expenses Costs for share-based payments Total -2,237-1,232 Net change in working capital (Increase)/decrease in inventories 0 2 (Increase)/decrease in trade receivable ,734 Increase/(decrease) in trade payables Increase/(decrease) in other assets and liabilities 1,219 2,991 Total 1,718-2,591 Interests and other financial income collected Income taxes paid -3, CASH FLOW PROVIDED (USED IN) BY OPERATING ACTIVITIES -3,470-3,907 - Additions to intangible assets ,290 - Additions to property, plant and equipment Net change in financial loans and other financial assets Disposal of intangible assets ,083 - Dividends received 2,209 3,425 - Interest and other financial charges paid 0 2 CASH FLOW PROVIDED (USED IN) BY INVESTING ACTIVITIES 658-4,194 CASH FLOW FROM FINANCING ACTIVITIES - Net increase/(decrease) in short term interest-bearing loans and borrowings 6,745 9,043 - Net increase/(decrease) in long term debts -2, Purchase of own shares Dividends paid -1,000-1,000 - Interests and other financial expenses paid Interest and other financial income cashed 11 68

12 NET CASH FLOWS PROVIDED BY (USED IN) IN FINANCING ACTIVITIES 2,785 7,198 TOTAL CASH FLOWS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD 385 1,288 CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD