REPORT ON INTERIM CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2014
Transcription
REPORT ON INTERIM CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2014
UNOFFICIAL COURTESY TRANSLATION FROM THE ITALIAN TEXT REPORT ON INTERIM CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2014 SORIN S.p.A. Share Capital € 478,738,144 Tax code no. 04160490969 VAT no. 04160490969 Registered and Administrative Offices: 20159 Milan Via Benigno Crespi, 17 Register of Companies of Milan Economic Administrative Register (REA) 1730327 Tel.:+39 02 69969711 http://www.sorin.com Disclaimer This document contains forward-looking statements, particularly in the section entitled “Business Outlook”. By their very nature, forward-looking statements entail a certain degree of risk and uncertainty because they are predicted on the occurrence of future events and developments. Actual results could differ, even to a significant extent, from those projected, due to a number of factors, such as general macroeconomic conditions, changes in economic and regulatory framework in the countries where Sorin Group operates, success in developing and implementing new technologies and other changes in business conditions, including activities by the competition. 2 Sorin S.p.A. Interim Consolidated Financial Statements 3rd Quarter 2014 CONTENTS Corporate Governance bodies and committees ........................................................................................................................... 5 Sorin Group........................................................................................................................................................................................ 7 Introduction........................................................................................................................................................................................ 9 Key Consolidated Financial Data .................................................................................................................................................... 10 Company’s performance in the third quarter 2014 .......................................................................................................................11 Consolidated Income Statement (format by function/destination) .................................................................................... 12 Consolidated Income Statement (format by type)........................................................................................................... 13 Net revenues by business unit and by geographic region of destination........................................................................ 14 Consolidated Statement of Financial Position................................................................................................................. 17 Employees by geographic area ....................................................................................................................................... 19 Translation of Financial Statements of foreign companies.........................................................................................................19 List of Sorin Group companies .......................................................................................................................................................20 Business outlook ..............................................................................................................................................................................23 Events occurring in the third quarter and after the third quarter ...............................................................................................23 Attestation of the Corporate Officer responsible for the Company’s financial reports...........................................................24 3 Sorin S.p.A. Interim Consolidated Financial Statements 3rd Quarter 2014 4 Sorin S.p.A. Interim Consolidated Financial Statements 3rd Quarter 2014 CORPORATE GOVERNANCE BODIES AND COMMITTEES Board of Directors Chairman Rosario Bifulco Deputy Chairman Giovanni Pavese Chief Executive Officer André-Michel Ballester Directors Andrea Bovone Giuseppe Carteni (1) Luciano Cattani (1) Sergio Gianfranco Luigi Maria Dompé (1) Roberto Ferri Laura Iris Ferro (1) Roberto Giay (2) Ugo Ortelli (1) Gino Santini (1) Ugo Smiraglia (2) (1) Maurizia Squinzi Massimo Tononi Board of Statutory Auditors Chairman Cesare Piovene Porto Godi Statutory Auditors Paolo Gualt ieri Claudia Costanza Independent Auditors PricewaterhouseCoopers S.p.A. (1) Independent Director (2) Resigned on October 17, 2014 5 Sorin S.p.A. Interim Consolidated Financial Statements 3rd Quarter 2014 Executive Committee Provides support to the Chairman and the Board of Dir ectors in connection with major decisions involving the Group. Its members are: Rosario Bif ulco André-Michel Ballester Chairman Andrea Bovone Maurizia Squinzi Control and Risk Committee Provides consult ing support and makes recommendations regarding internal control. Its members are: Giuseppe Carteni Chairman Laura Iris Ferro Maurizia Squinzi Compensation and Nominating Committee compensation of top management and the Company’s compensation policies. In addition, the committee formulates opinions regarding the size and compositio n of the Board and proposes candidates for the office of director in cases of co-optation, if necessary to repla ce independent directors. Its members are: Giovanni Pavese Chairman Giuseppe Carteni Luciano Cattani Related-party Transaction Committee Renders an opinion on the Company's procedure prior to its approval and reasoned opinions on individual related-party transactions. Its members are: Sergio Gianfranco Luigi Maria Dompé Chairman Giuseppe Carteni Gino Santini 6 Sorin S.p.A. Interim Consolidated Financial Statements 3rd Quarter 2014 SORIN GROUP Sorin Group is Europe’s largest medical technology company in the treatment of cardiovascular diseases. Sorin Group is a world leader in the production of cardiac surgery systems, with a consolidated position in heart valves, and offers innovative therapies for cardiac rhythm disorders. CARDIAC SURGERY (CS) Heart-lung machines Oxygenators Autotransfusion systems Other products Mechanical valves Tissues valves Self-anchoring Tissue valve Annuloplasty rings Systems and disposable biomedical devices for extra-corporeal circulation during cardiac surgery - Heart-lung machines - Cardiopulmonary systems (oxygenators, custom packs) - Autotransfusion systems and disposables - Perfusion tubing systems (PTS) - Cannulae - Endoscopic vessel harvesting systems in coronary surgery Implantable prostheses to replace or repair native heart valves - Mechanical heart valves - Tissue heart valves - Self-anchoring tissue heart valves - Annuloplasty rings CARDIAC RHYTHM MANAGEMENT (CRM) Bradyarrhythmia management systems Tachyarrhythmia management systems Implantable devices, monitoring systems and accessories to treat cardiac rhythm disorders Heart-failure management systems Other products - Pacemakers - Implantable defibrillators - Devices to treat heart failure (CRT-D) - Programmers - Electrodes - Electrophysiology leads - Holters 7 Sorin S.p.A. Interim Consolidated Financial Statements 3rd Quarter 2014 Sorin Group has a global presence, with manufacturing and research sites in North America, South America and Europe. Current R&D and Production locations CARDIAC SURGERY CARDIAC RHYTHM MANAGEMENT (CRM) NEW VENTURES Mirandola (Italy) Denver (USA) Clamart (France) Cantù (Italy) Munich (Germany) Sao Paulo ( Brazil) Vancouver (Canada) Saluggia (Italy) Santo Domingo (Dominican Republic) Meylan (France) 8 Louvain La Neuve (Belgium) Sorin S.p.A. Interim Consolidated Financial Statements 3rd Quarter 2014 INTRODUCTION Legal references The current Interim Consolidated Financial Statements Report as at September 30, 2014, was prepared in accordance to art. 154 ter of Legislative Decree 58/1998 and subsequent changes and Consob’s Issuers’ Regulation 11971/99 and subsequent changes. Sorin S.p.A. further announces that, pursuant to Article 70, Section 8, and Article 71, Section 1-bis, of Consob Regulation No. 11971/99, as amended by Resolution No. 18079 of January 20, 2012, it is availing itself of the option of non-complying with the obligation to publish the information memoranda required in connection with material transactions involving mergers, demergers, capital increases through conveyances of assets in kind, acquisitions and divestments. Scope of Consolidation Sorin Group’s consolidated financial statements as of September 30, 2014 include the financial statements for the third quarter of the fully consolidated Italian and foreign subsidiaries, duly adjusted to conform them to the accounting principles of the Group. Full consolidation occurs when Sorin S.p.A. holds directly or indirectly more than 50% of the share capital of the company. With respect to June 30, 2014 there were no changes in the consolidation area. Consolidation principles and valuation criteria The consolidation principles and the valuation criteria applied are in line with the International accounting standards and in line with those utilized for the consolidated financial statements as of December 31, 2013. The consolidated financial statements as of September 30, 2014 are not audited. Alternative Performance Indicators The Alternative Performance Indicators are those indicated in the consolidated financial statements as of 31 December 2013, with the exception of the Adjusted net profit, which includes as special items also "income / (expenses) from investments in affiliates and other companies" for the portion relating to investments in business development. The data comparison for previous periods have been modified and made comparable accordingly. The amounts listed in this document are in millions of euro. This approach could result in some rounding of figures. Restatement of financial statements for previous periods (pursuant to IAS 8) As reported in the 2013 consolidated financial statements, following analyses carried out with regard to the Group’s deferred taxes, it became necessary, pursuant to IAS 8, to make certain adjustments to financial data from the 2003 reporting year to the reporting period ending September 30, 2013. More specifically, it was discovered that deferred tax liabilities for the tax deductible amortization of goodwill and other intangible assets resulting from acquisitions completed before 2002 had been accounted for incorrectly. Please note that these adjustments, which had no impact on cash flows, affected only the accounting data of the Group and had no effect on the Issuer’s separate financial statements. 9 Sorin S.p.A. Interim Consolidated Financial Statements 3rd Quarter 2014 KEY CONSOLIDATED FINANCIAL DATA 30 .09.2014 Income Statement Data Net revenues EBITDA b efore special items 550.4 83.5 44.5 48.5 36.8 EBIT EBIT before special items Net profit before taxes Net profit Adjusted net pro fit 29.6 34.1 (1) Statement of Financial Position Data Net invested capita l Net financial debt Shareholders' equity 728.0 (113.2) 614.7 Other Data Employees at the end of the period (actual number) Employees for the period (average number) Key Ratios EBITDA before special items / Net revenues EBIT / Net revenues EBIT before specia l items / Net revenues EBIT / Average net in vested capital Net profit/ Net revenu es Adjusted Net profit/ Net revenues Net profit/ Average shareholders' equity Net financial debt / Shareholders' equity (%) (%) (%) (%) (%) (%) (%) 30.09.2013 31.12.2013 546.7 89.6 47.9 55.0 738.5 131.1 68.6 82.8 40.5 31.9 38.0 58.2 48.9 61.4 662.5 (91.3) 571.2 (*) (*) (*) (*) 651.1 (68.7) 582.4 3,814 3,788 3,705 3,733 3,705 3,708 15.2 8.1 8.8 16.4 8.8 17.8 9.3 10.1 9.9 5.8 6.9 7.6 0.16 11.2 10.7 6.6 8.3 8.7 0.12 8.6 5.4 6.2 6.6 0.18 (*) (*) (*) (*) (*) (*) (*) (Euro million) (1) Adjusted net profit: net profi t before after-tax non-recurring in come and expenses (special items) (*) Restated 10 Sorin S.p.A. Interim Consolidated Financial Statements 3rd Quarter 2014 COMPANY’S PERFORMANCE IN THE THIRD QUARTER 2014 Consolidated results for the third quarter of 2014: Revenues were €183.5 million, up 2.2%, at comparable exchange rates, compared to the third quarter of 2013. The top-line performance, driven by positive results of the cardiopulmonary products and by continuous improvement of the CRM business, came in within the previously communicated guidance, despite temporary production capacity limitation for PercevalTM; Adjusted net profit was €11.7 million compared to €15.5 million in the third quarter of 2013. Significant events concerning Sorin Group that occurred in the third quarter 2014 include: The announcement of the delivery of 10,000th heart-lung machine to Brigham and Women’s Hospital, Boston, MA, USA. The heart-lung machine helps sustain a patient undergoing open-heart surgery procedures, providing blood oxygenation and circulation (extracorporeal support) to the brain and major organs while the patient's heart and lungs are temporarily bypassed. Every year, more than 1.5 million patients worldwide suffer from cardiac disease requiring extracorporeal support from a heart-lung machine. Procurement of the CE mark certification for the innovative stented aortic bioprosthesis CROWN PRT, now commercially available in Europe. In the treatment of aortic valve disease, the replacement of the native aortic valve with a stented bioprosthesis represents a standard technique to provide older patients with a performing and durable solution, while relieving them from the discomfort of lifelong oral anticoagulation therapy. Built upon Sorin’s 45 years of experience in heart valve design and commitment to continuous innovation, CROWN PRT is the latest advancement in stented aortic bioprosthesis technology, featuring surgeon-friendly design, PRT technology, stateof-the-art hemodynamic and durability performance. A further illustration of Sorin’s commitment to continuous innovation, CROWN PRT enables intuitive intraoperative handling through short rinse time, enhanced ease of implant through visible markers, as well as improved radiographic visualization through dedicated X-ray markers. Research has demonstrated that phospholipids play a key role in the calcification process of bioprotheses and Sorin’s patented Phospholipid Reduction Treatment (PRT) has been shown to decrease phospholipid content in pericardial tissue thus leading to a remarkable reduction of calcium uptake compared to control. U.S. Food and Drug Administration (FDA) approval for the Solo Smart™ Aortic Pericardial Heart Valve. Solo Smart is the first valve with a removable stent to be approved in the US market. Designed from bovine pericardium, the valve is fully biological with no synthetic material added. This unique bioprosthesis mimics the healthy native aortic valve in order to preserve the aortic root physiology. By perfectly aligning to the patient’s annulus with a 100% orifice-to-annulus ratio, Solo Smart maximizes blood flow and delivers excellent hemodynamic performance. The removable Ni-Ti alloy stent sets Solo Smart apart from all other valves, as this unique feature provides support during implantation and is then completely removed. The removable stent along with the single-suture line implant technique reduces the time spent seating and suturing the valve. The prosthesis is treated for the elimination of aldehyde residuals so it is not necessary to rinse the valve before implantation. Once the stent is removed following implantation, Solo Smart becomes an entirely stentless valve, providing low pressure gradients and large orifice areas. Solo Smart is the evolution of the Freedom Solo valve, which has been implanted in international markets since 2004. This valve has been evaluated in numerous clinical studies representing over 4,000 patients with follow-up to 8 years. The first world implant of its CROWN PRT bioprosthetic aortic valve. The implant was performed in Austria at the Salzburg University Clinic. The continuation of the buyback program, approved by the stockholders on April 30, 2014. In the third quarter Sorin Group purchased n. 1,379,500 of its own shares for a total countervalue of € 2,661,722. As of September 30, 2014 Sorin S.p.A. held 1,386,165 common shares, equal to 0.2895% of the Company's capital stock. 11 Sorin S.p.A. Interim Consolidated Financial Statements 3rd Quarter 2014 In the first nine months of 2014, Sorin Group reported revenues up 2.8%, at comparable exchange rates, to €550.4 million, Gross Profit of €319.9 million or 58.1% of revenues (59.1% in the same period of 2013), EBITDA of €83.5 million or 15.2% of revenues (16.4% in the same period of 2013) and Adjusted Net profit of €34.1 million or 6.2% of revenues (6.9% in the same period of 2013). The income statement by function/destination and by type is summarized below: CONSOLIDATED INCOME STATEMENT (by function/des tination) (Euro million) Q3 2014 2013 % Change First nine months 2014 20 13 Restated Restated (*) (*) % Change Ne t Revenues 183.5 180.3 +1.8% 550.4 546.7 +0.7% Co st of Product sold (78.4) (74.2) +5.6% (230.4) (223.7) +3.0% Gross Profit % of net revenues 105.1 57.3% 106.1 58.9% -0.9% 319.9 58.1% 323.0 59.1% -0.9% Selling, General & Administrative expenses % of net revenues (69.2) (37.7%) (67.4) (37.4%) +2.7% (211.6) (38.4%) (212.0) (38.8%) -0.2% Re search and Developmen t costs % of net revenues (19.8) (10.8%) (17.8) (9.9%) +11.2% (59 .9) (10.9%) (56.0) (10.3%) +6.9% Special items (1.7) (1.5) +9.4% (4.0) (7.1) -44.4% EBIT % of net revenues 14.5 7.9% 19.4 10.8% -25.5% 44 .5 8.1% 47.9 8.8% -7.0% Financial income (expenses) (1.8) (1.5) +17.5% (5.3) (5.6) -6.3% Income from ( expenses on ) investments in affiliate and i n other companies (1.1) (1.0) +17.7% (2.5) (1.7) +42.7% Income taxes (1.9) (3.0) -36.7% (7.2) (8.7) -16.5% Ne t profit % of net revenues 9.7 5.3% 14.0 7.7% -30.6% 29 .6 5.4% 31.9 5.8% -7.2% EBITDA % of net revenues 28.1 15.3% 32.1 17.8% -12.3% 83 .5 15.2% 89.6 16.4% -6.8% EBIT before special items % of net revenues 16.1 8.8% 20.9 11.6% -22.9% 48 .5 8.8% 55.0 10.1% -11.8% Adjusted Net profit % of net revenues 11.7 6.4% 15.5 8.6% -24.4% 34 .1 6.2% 38.0 6.9% -10.2% (*) The first nine months 2013 and Q3 2013 income statement reflect a restatement in income t axes for Euro 2.0 milion and Euro 0.7 milion, due to IAS 8 12 Sorin S.p.A. Interim Consolidated Financial Statements 3rd Quarter 2014 CONSOLIDATED INCOME STATEMENT (by type) (Euro million) Q3 2014 Net Revenues Other revenues and i ncome Internal production capitalized Purchases, services used and other costs (1 ) Personnel expense 2013 % Change First nine months 2014 2013 Restated Restated (* ) (* ) 183.5 180.3 +1.8% 2.9 550.4 546.7 % Change +0.7% 2.0 +47.3% 9.2 10.2 -9.9% 18.8 10.3 +81.8% 30.5 27.3 +11.9% (106.7) (93.4) +14.2% (293.1) (287.2) +2.0% (71.3) (67.4) +5.7% (216.7) (209.0) +3.7% +1.1% (11.8) (10.8) +9.3% (34.3) (34.0) Additions to provisions for risks and charges (0.2) (0.4) -37.8% (0.7) (0.7) +2.9% Restructuring charges and provisions (0.7) (1.2) -38.8% (0.8) (5.4) -85.1% EBIT 14.5 19.4 -25.5% 44.5 47.9 -7.0% Financial income (expense) (1.8) (1.5) +17.5% (5.3) (5.6) -6.3% Income (charges) from equity investme nts in affilate and in other companies (1.1) (1.0) +17.7% (2.5) (1.7) +42.7% Profit (Loss) before taxes 11.6 17.0 -31.7% 36.8 40.5 -9.2% Income taxes (1.9) (3.0) -36.7% (7.2) (8.7) -16.5% 9.7 14.0 -30.6% 29.6 31.9 -7.2% Depreciation, amortization and writedowns Net profit (1) Change in inventory, cost of raw materials, other materials and services, other operating expenses (*) The firs t nine months 2013 and Q3 2013 income statement reflect a restatement in income taxes for Euro 2.0 milion and Euro 0.7 milion, due to IAS 8. Gross profit in the third quarter of 2014 was €105.1 million, or 57.3% of revenues, compared to 58.9% in the third quarter of 2013. The decrease is due to an unfavorable country mix and pricing erosion in CRM globally. Selling, General and Administrative (SG&A) expenses were €69.2 million, compared to €67.4 million in the third quarter of 2013. At constant foreign exchange rates, SG&A decreased by 0.7% over the same period of 2013. Research and Development (R&D) expenses rose by 11.2% to €19.8 million (10.8% of revenues) compared to €17.8 million (9.9% of revenues) in the third quarter of 2013. EBITDA in the third quarter of 2014 was €28.1 million, or 15.3% of revenues, compared to €32.1 million, or 17.8% of revenues in the third quarter of 2013, reflecting the negative impact of foreign exchange and continuous investments in growth initiatives. EBIT was €14.5 million compared to €19.4 million in the third quarter of 2013. EBIT before special items was €16.1 million compared to €20.9 million in the third quarter of 2013. Special items were negative for €1.7 million in the third quarter of 2014 (see details in following table). Net financial charges were €1.8 million compared to €1.5 million in the third quarter of 2013. On a run-rate basis, the financial charges in the third quarter of 2014 were substantially flat over the same period of 2013. Net profit was €9.7 million compared to €14.0 million in the third quarter of 2013. Adjusted net profit was €11.7 million compared to €15.5 million in the third quarter of 2013. Adjusted net profit included a €1.4 million impact from New Ventures and reflected a €1.8 million unfavorable foreign exchange effect. 13 Sorin S.p.A. Interim Consolidated Financial Statements 3rd Quarter 2014 SPECIAL ITEMS IMPACT ON NET PROFIT (Euro million) First nine months Q3 2014 2013 30.09.2014 30.09.2013 9.7 14 .0 29.6 31.9 • Litigations (0.2) (0 .2) (0.9) (1.7) • Business development expenses (0.3) 0 .0 (1.3) (0.2) • Valua tion of provision for employee benefits (0.0) -- (0.1) (0.1) • Restructuring (0.7) (1 .2) (0.8) (5.4) • Earthquakes expenses and write-off (0.2) (0 .1) (0.6) 0.6 • Others (0.1) (0 .0) (0.3) (0.3) • Income from ( expenses on) investments in affi liate and in other companies (business dev.) (1.1) (0 .6) (2.3) (1.3) Total special items (2.8) (2 .1) (6.2) (8.4) 0.7 0 .6 1.7 2.3 11.7 15 .5 34.1 38.0 Net profit Specia l items income /(charges): Taxe s Adjusted Net profit NET REVENUES BY BUSINESS UNIT AND BY GEOGRAPHIC REGION OF DESTINATION In the third quarter 2014, Sorin Group posted revenues of €183.5 million, a 2.2% increase at comparable foreign exchange rates over the third quarter of 2013. NET REVENUES BY BUSINESS UNIT (Euro million) Q3 Q3 2014 adjusted Change Underlying in sales perimeter 2013 Reported Growth % Cardiac Surgery 122.2 119.2 +2.5% - 122.2 - (0.6) 118.6 +3.0% Cardiac Rhythm Management 60.6 60.5 +0.2% - 60.6 - (0.3) 60.3 +0.6% Others 0.6 0.6 +4.0% - 0.6 - - 0.6 +4.0% 183.5 180.3 +1.8% - 183.5 - (0.8) 179.5 +2.2% Total First Nine months 2014 2013 Reported Growth % First nine m onths 2014 Adjusted Q3 2013 adjusted Change FX Underlying in impact sales perimeter Underlying Growth % 2014 First nine m onths 2013 Adjusted Change in perimeter Underlying sales Change in perimeter FX Underlying impact sales Underlying Growth % Cardiac Surgery 364.4 353.8 +3.0% - 364.4 - (8.8) 345.0 +5.6% Cardiac Rhythm Management 184.1 190.9 -3.6% - 184.1 - (2.7) 188.2 -2.2% 1.9 2.0 -2.7% - 1.9 - - 2.0 -2.7% 550.4 546.7 +0.7% - 550.4 - (11.4) 535.2 +2.8% Others Total 14 Sorin S.p.A. Interim Consolidated Financial Statements 3rd Quarter 2014 The Cardiac Surgery Business Unit (cardiopulmonary products for open heart surgery and heart valve repair or replacement products) reported revenues of €122.2 million, up 3.0%, at constant exchange rates, compared to the third quarter of 2013. Heart-lung machines performed in line with the market. The oxygenator and autotransfusion system segments both reported positive momentum in every major market. The oxygenator business benefitted from the roll-out of InspireTM in Europe and in the US. The tissue valves business posted negative results, due to a still weak performance of traditional valves in the US and a short-term limitation in production capacity for PercevalTM at the Saluggia plant. In the third quarter, the mechanical valves business was negatively impacted by lower volumes in Europe and in the US, partially balanced by higher volumes in emerging markets. During the quarter, Sorin Group received CE mark certification for its innovative stented aortic CROWN PRTTM, featuring surgeon-friendly design, optimal hemodynamics and the patented PRT technology. In the quarter, Sorin Group also obtained U.S. Food and Drug Administration (FDA) approval for Solo SmartTM, the first aortic valve with a removable stent, providing native-like performance with the ease of implant of a stented valve. In October, the results of the Perceval CAVALIER Trial and of the Pooled European Multicenter Experience were presented at the 28th Annual Meeting of the European Association for Cardio-Thoracic Surgery (EACTS) in Milan (Italy) showing Perceval’s durability, excellent hemodynamic performance, low complication rates and ease of implant. At EACTS Annual Meeting, Sorin Group also presented the results of the European and North American cohort study on the Freedom Solo valve, demonstrating its safety and excellent clinical and hemodynamics. Finally, in October, Sorin Group announced also CE mark and first implant of its new MEMO 3D ReChord mitral valve annuloplasty ring that is now commercially available in Europe. 2014 Q3 2013 Reported Growth % Q3 2014 adjusted Change Underlying in sales perimeter Q3 2013 adjusted Change FX Underlying in impact sales perimeter Underlying Growth % Heart-lung machines 25.6 25.3 +1.2% - 25.6 - (0.2) 25.2 +1.8% Oxygenators 50.9 48.3 +5.5% - 50.9 - (0.3) 48.0 +6.0% Autotransfusion machines and devices 16.1 15.2 +6.1% - 16.1 - (0.1) 15.1 +6.6% Mechanical heart valves 12.1 12.7 -4.8% - 12.1 - 0.0 12.7 -5.1% Tissue heart valves 14.5 14.8 -2.3% - 14.5 - (0.1) 14.8 -1.8% Other 3.0 2.9 +3.6% - 3.0 - (0.0) 2.9 +4.8% Total 122.2 119.2 +2.5% - 122.2 - (0.6) 118.6 +3.0% (Euro million) First Nine months 2014 2013 Reported Growth % First nine m onths 2014 Adjusted Change in perimeter Underlying sales First nine m onths 2013 Adjusted Change in perimeter FX Underlying impact sales Underlying Growth % 73.8 64.8 +13.8% - 73.8 - (1.6) 63.2 +16.7% 151.5 147.7 +2.5% - 151.5 - (3.6) 144.1 +5.1% Autotransfusion machines and devices 46.8 44.5 +5.1% - 46.8 - (1.1) 43.4 +7.7% Mechanical heart valves 36.1 39.8 -9.3% - 36.1 - (0.7) 39.1 -7.7% Tissue heart valves 47.2 47.9 -1.5% - 47.2 - (1.4) 46.5 +1.5% Other 9.0 9.0 +0.9% - 9.0 - (0.3) 8.7 +4.3% Total 364.4 353.8 +3.0% - 364.4 - (8.8) 345.0 +5.6% Heart-lung machines Oxygenators (Euro million) 15 Sorin S.p.A. Interim Consolidated Financial Statements 3rd Quarter 2014 The Cardiac Rhythm Management Business Unit (implantable devices to manage cardiac rhythm disorders) reported revenues of €60.6 million, a 0.6% increase, at comparable exchange rates, compared to the third quarter of 2013. In a still challenging pricing environment, the CRM business, excluding Japan, grew by approximately 5% in the quarter, driven by SONRTM, KORATM 100 and REPLYTM 200 systems. The KORATM 100 family is expected to be approved in Japan in the fourth quarter of 2014. 2014 Q3 2013 Reported Growth % Q3 2014 adjusted Change Underlying in sales perimeter Q3 2013 adjusted Change FX Underlying in impact sales perimeter Underlying Growth % High Voltage (defibrillators, CRT-D) 21.8 22.2 -1.8% - 21.8 - (0.1) 22.1 -1.3% Low Voltage (pacemaker) 35.9 35.9 +0.1% - 35.9 - (0.1) 35.7 +0.5% Other 2.9 2.5 +19.2% - 2.9 - (0.0) 2.5 +19.8% Total 60.6 60.5 +0.2% - 60.6 - (0.3) 60.3 +0.6% (Euro million) First Nine months 2014 2013 High Voltage (defibrillators, CRT-D) Reported Growth % First nine m onths 2014 Adjusted First nine m onths 2013 Adjusted Change in perimeter Underlying sales Change in perimeter FX Underlying impact sales Underlying Growth % 65.5 68.3 -4.1% - 65.5 - (0.7) 67.7 -3.2% 109.3 114.7 -4.6% - 109.3 - (2.0) 112.7 -3.0% Other 9.2 7.9 +16.5% - 9.2 - (0.1) 7.9 +17.5% Total 184.1 190.9 -3.6% - 184.1 - (2.7) 188.2 -2.2% Low Voltage (pacemaker) (Euro million) Revenues by geography are summarized below: NET REVENUES BY GEOGRAPHY (Euro million) Q3 201 4 2013 % % Europe 91.5 49.9% 88.3 49.0% North America 51.7 28.2% 52.3 29.0% Rest of the World 40.3 22.0% 39.7 22.0% 183.5 100.0% 180.3 100.0% Total 201 4 First nine months 2013 % % Europe 287.7 52.3% 280.7 51.3% North America 152.0 27.6% 150.5 27.5% Rest of the World 110.7 20.1% 115.6 21.1% Total 550.4 100.0% 546.7 100.0% 16 Sorin S.p.A. Interim Consolidated Financial Statements 3rd Quarter 2014 CONSOLIDATED STATEMENT OF FINANCIAL POSITION During the quarter, the Group reported an increase in net invested capital, which grew from €708.9 million at June 30, 2014 to €728.0 million at September 30, 2014. CONSOLIDATED BALANCE SHEET (Euro million) 30.09.2014 30.06.2014 Change (*) 651.1 • Net invested capital 166.7 of which working capital 728.0 189.8 708.9 182.3 +19.1 +7.6 582.4 • Shareholders' equity 614.7 599.5 +15.3 (113.2) (109.4) +3.8 31.12.2013 (68.7) • Net financial debt (*) Change in absolute value Net financial debt as of September 30, 2014 was €113.2 million compared to €109.4 million as of June 30, 2014 (€91.3 million as of September 30, 2013). Special items for the period were negative for €11.2 million (see details in following table). In the third quarter of 2014, the Company’s free cash flow was €7.4 million. NET FINANCIAL DEBT (Euro million) 31.12.2013 30.09.2014 3 0.06.2014 Change (*) 0.2 Non current financia l assets - Assets from financial d erivatives - Other current financial assets 0.2 0.2 --- 10.1 1.9 51.8 Current financial assets - Assets from financial d erivatives - Other current financial assets - Cash and cash equivalents 1.2 2.8 24.4 1.9 2.4 19.0 +0.4 64.0 Total financ ial assets 28.6 23.4 +5.1 -0.7 +5.4 (0.6) (20.7) Non current financia l liabilities - Liabi lities from financial derivatives - Other non current financial l iabilities (2.9) (122.3) (2.4) (21.3) +101.0 (1.6) (109.8) Current financial liabilities - Liabi lities from financial derivatives - Other current financial liabilities (0.9) (15.6) (0.0) (109.1) -93.5 (132.7) Total financ ial liabilities (141.8) (132.8) +9.0 (68.7) Net financial debt (113.2) (109.4) +3.8 (47.5) (21.2) - current portion - non-current port ion 11. 9 (125.1) (85.8) (23.6) n.m. +101.5 +0.6 +0.9 (*) Change in absolute value 17 Sorin S.p.A. Interim Consolidated Financial Statements 3rd Quarter 2014 NET FINANCIAL DEBT - MATURITY PROFILE (Euro million) 2014 Q4 201 5 2016 2017 and beyond TOTAL Medium-long term loan Factoring with recourse Other short term debt Net (payables) receivables on derivatives Other financial assets Cash and cash equivalents (0.2) (3.3) 1.2 2.8 24.4 (9.4) (5.5) (6.0) (0.9) - (33 .6) - (79.9) (2.9) 0.2 - (123.1) (5.5) (9.4) (2.6) 2.9 24.4 Total 24.9 (21.8) (33 .6) (82.7) (113.2) Average duration (yea rs) 3.3 The table below shows the impact of special items on net financial debt in the last twelve months and in the third quarter 2014. NET FINANCIAL DEBT - IMPACT OF SPECIAL ITEMS (Euro million) Change Decrea se / (Increase) 12 months Change Decrease / (Increase) 3 months Net financial debt at the beginning of the period (91.3) (109.4) Net financial debt at the end of the period (113.2) (113.2) Change (21.9) (3.8) • Factoring w/o recourse 3.9 (2.8) • Restructuring charges (4.2) (0.5) • Business development activities (21.3) (0.3) • Buyback of Sorin shares (2.9) (2.7) • Impact of fair value of hedging portfolio (11.6) (4.9) • Litigations/Settlements/Others (1.3) (0.1) Total special items (37.5) (11.2) 15.5 7.4 Special items (cash out) / cash in Change in net financial debt before special items (Free cash flow) 18 Sorin S.p.A. Interim Consolidated Financial Statements 3rd Quarter 2014 EMPLOYEES BY GEOGRAPHIC AREA A breakdown of the Group’s staff by geographic region is as follows: 31.1 2.2013 1,855 Italy 30.09.2014 30.06.2014 Change 1,881 1,875 +6 951 Rest of Europe 998 987 +11 791 North America 780 802 -22 136 Rest of the word 155 147 +8 3,814 3,811 +3 3,733 Total TRANSLATION OF FINANCIAL STATEMENTS OF FOREIGN COMPANIES The table below shows the exchange rates used to translate into euro the data of companies outside the euro zone: EXCHANGE RATES FOR OTHE CURRENCIES VS. EURO U.S. dollar Jap anese yen First nine months 2014 Average As of 30.9.2014 First nine months 2013 Average As of 30.9.2013 As of 31.12.2013 1.355 1.258 1.37 9 1.31 7 1.35 1 139.490 138.110 144.72 0 127.38 0 131.78 0 British pound 0.812 0.777 0.83 4 0.85 2 0.83 6 Canadi an dollar 1.482 1.406 1.46 7 1.34 9 1.39 1 Swiss franc 1.218 1.206 1.22 8 1.23 2 1.22 3 Australian dollar 1.476 1.444 1.54 2 1.34 8 1.44 9 Norvegian krone 8.276 8.119 8.36 3 7.66 2 8.11 4 Swedish kronor 9.040 9.147 8.85 9 8.58 3 8.65 8 Singapore dollar 1.704 1.606 1.74 1 1.64 9 1.69 6 Polish Zloty 4.175 4.178 4.15 4 4.20 2 4.22 9 Brazilian Real 3.103 3.082 3.25 8 2.79 3 3.04 1 27.504 27.500 27.42 7 25.75 2 25.73 0 8.354 7.726 8.34 9 8.12 3 8.26 5 58.668 55.040 - - - Czech Repub lic Koruna Chine se Yu an Dominican peso 19 Sorin S.p.A. Interim Consolidated Financial Statements 3rd Quarter 2014 LIST OF SORIN GROUP COMPANIES Sorin Group companies as of September 30, 2014 This list includes all of the companies in which Sorin S.p.A. has a consolidated direct or indirect Group interest equal to or greater than 10%. COMPANY REGISTERED OFFICE CURREN SHARE CAPITAL CY AT 30.09.2014 CO NSOLIDAT ED % INTEREST HELD BY NAME THE G RO UP PAR VAL UE PER SHARE/UNIT INVESTO R COMPANIES % HELD (1) Holding company: Sorin S.p.A. Mila n EUR 478,738,144 1 -- -- Companies consolidated on a line-by-line basis: Sorin CRM S.A.S. Clamart (France) EUR 50,000,000 20 Sorin Group Italia S.r.l. Mila n EUR 8,550,034 1 Sorin Group Nederland N.V. Amsterdam EUR (Netherlands) Sorin Site Management S.r.l. Mila n Sorin Group International S.A. Lausanne (Switzerland) Sorin Cardio Alges Comercialização e (Portugal) Dis trib uição de Equipamentos Medicos Lda 29,044,000 1,000 EUR 2,489,586 1 CHF 2,200,000 100 EUR 784,314 100.000 Sorin S.p.A. 100.000 Sorin S.p.A. Sorin Site Management S.r.l. Sorin CRM S.A.S. Sorin Group Nederland N.V. 100.000 Sorin S.p.A. 100.000 Sorin S.p.A. Sorin Group Italia 100.000 90.368 7.035 2.588 0.009 100.000 86.423 13.577 100.000 Sorin S.p.A. 100.000 1 100.000 Sorin CRM S.A.S. 100.000 Sorin Group France S.A.S. Clamart (France) EUR 82,200,000 10 100.000 Sorin CRM S.A.S. 100.000 Sorin CRM Holding S.A.S. Clamart (France) EUR 15,000,000 10 100.000 Sorin CRM S.A.S. 100.000 RD$ 100,000 100 100.000 Sorin CRM S.A.S. Sorin Group Nederland N.V. 99.900 Sorin Group DR, SRL Santo (Rep. Domenicana) 0.100 Sorin Group USA Inc. Wilmington Delaware (USA) USD 102.55 0.01 100.000 Sorin Group Italia S.r.l. 100.000 Sorin Group Asia PTE Ltd Singapore SGD 4,864,002 wpv 100.000 Sorin Group Italia 100.000 Sorin Group Deutschland Gmbh Munchen (Germania) EUR 1,667,000 1 Sorin Group Italia S.r.l. 100.000 Sorin Group Finla nd OY Helsinki (Finland) EUR 151,369.13 16.82 100.000 Sorin Group Italia S.r.l. 100.000 Sorin Group Scandinavia AB Sollentuna (Sweden) SEK 2,100,000 100 100.000 Sorin Group Italia S.r.l. 100.000 100.000 (1) Unless otherwise stated, the % of votes corresponds to the % held. wpv = without par value 20 Sorin S.p.A. Interim Consolidated Financial Statements 3rd Quarter 2014 Companies consolidated on a line-by-line basis (continued): COMPANY REGISTERED O FFICE CURREN SHARE CAPITAL CY AT 30.09.2014 CONSOLIDATED % INTEREST HELD BY NAME THE GROUP PAR VALUE PER SHARE/UNIT INVESTOR COMPANIES % HELD (1) Sorin CP Holding S.r.l. Milan EUR 10,000 10,000 100.000 Sorin Group Italia 100.000 Alcard Indústria Mecânica Ltda São Paulo (Brazil) BRL 300,000 1 100.000 Sorin Group Italia S.r.l. 100.000 Reced Indústria Mecânica Ltda São Paulo (Brazil) BRL 2,000 1 100.000 Sorin Group Italia S.r.l. 100.000 Sorin Group Czech Republic S.r.o Praha (Czech CZK Republic) Wilmington USD Delaware (USA) 200,000 -- 100.000 Sorin Group Italia S.r.l. 100.000 1,527 1 100.000 Sorin Group USA Inc. 100.000 USD 35,000 wpv 100.000 Sorin Group USA Inc. 100.000 CAD 273,000 wpv 100.000 Sorin Group USA Inc. 100.000 AUD 7,510,000 10 Zaventem (Belgium) EUR 6,384,207 wpv Barcelona (Spain) EUR Sorin CRM USA Inc. Costa Mesa Calif ornia Medical Laboratorie s Inc. - CalMed California (USA) Sorin Group Canada Inc. Markham (Canada) Sorin Group Australia PTY Toowong Queensland Limit ed (Australia) Sorin Group Belgium S.A. Sorin Group Espana S.L. 3,149,240 6.01 Sorin Group UK Limited Gloucester (UK) GBP 1,540,000 1 Sorin Group Japan K.K. Tokyo (Japan) JPY 470,000,000 wpv Sorin Group Austria GmbH Wien (Austria) EUR 35,000 2,000,000 Sorin Group Polska Sp.Z.o.o. Warsaw (Polonia) PLN Sobedia Energia Salu ggia (Vercelli) EUR 5,000 100.000 Sorin Group Nederland N.V. 100.000 Sorin Group Nederland N.V. Fiduciari 100.000 Sorin Group Nederland N.V. Sorin CRM S.A.S. 100.000 99.981 0.019 57.252 42.748 100.000 Sorin Group Nederland N.V. 100.000 100.000 Sorin Group Nederland N.V. 100.000 35,000 100.000 Sorin Group Nederland N.V. 100.000 50 100.000 1,250 Sorin Group Nederland N.V. Fiduciari 75.000 Sorin Group Italia S.r.l. Sorin Site Management S.r.l. 99.990 0.010 50.000 25.000 300,000 3,000 100.000 Sorin Group Scandinavia AB 100.000 CNY 1,500,000 -- 100.000 Sorin CP Holding S.r.l. 100.000 CNY 48,000,000 (2) -- 100.000 Sorin CP Holding S.r.l. 100.000 Sorin Group Norway AS Oslo (Norway) NOK Sorin Medical (Shanghai) Co. Ltd. Shanghai (China) Sorin Medical Devices (Suzhou) Co. Ltd. Suzhou (China) (1) Unless otherwise stated, the % of votes corresponds to the % held. (2) of which paid CNY 41,767,330 wpv = without par value 21 Sorin S.p.A. Interim Consolidated Financial Statements 3rd Quarter 2014 COMPANY REGISTERED OFFICE CURREN SHARE CAPITAL CY AT 30.09.2014 CO NSOLIDAT ED % INTEREST HELD BY NAME PAR VALUE PER SHARE/UNIT INVESTO R COMPANIES THE G RO UP % HELD (1) Companies consolidated with the equity method: Fourquevaux (France) EUR 9,180 153 50.000 Sorin Group France S.A.S. 50.000 EUR 226,757.97 1 22.548 Sorin Group Deuschland Gmbh 22.548 Enopace Bio medical Ltd. Cesarea (Israel) USD 526 wpv 31.750 Sorin CRM S.A.S. 31.750 MD START S.A. Lausanne (Switzerland) CHF 2,666,000 0.20 20.930 Sorin Group Italia S.r.l. 20.930 MD START I K.G. Dresden (Germany) EUR 2,300,000 wpv 23.377 Sorin Group Deuschland Gmbh 23.377 Cardio solutions Inc. Wilmington USD Delaware (USA) 22,699,606 0.001 35.330 Sorin Group USA Inc. 35.330 Caisson Interventional Inc. Dover USD Delaware (USA) 7,894,275.23 wpv 36.104 Sorin Group USA Inc. 36.104 Hig hlife S.A.S. Paris (France) EUR 60,850.11 0.01 26.857 Sorin CRM Holdin g S.A.S. 26.857 MocroPort Sorin CRM (Shanghai) Co. Ltd. Shanghai (China) CNY 122,000,000 (3) -- 49.000 Sorin CRM Holdin g S.A.S. 49.000 La Bouscarre S.C.I. LMTB - Laser und Medizin Berlin Technologie Gmbh (Germany) (2) (1) Unless otherwise stated, the % of votes cor responds to the % held. (2) Percentage of votes 37.037 (3) of which paid CNY 24,760,000 wpv = without par value 22 Sorin S.p.A. Interim Consolidated Financial Statements 3rd Quarter 2014 BUSINESS OUTLOOK Sorin Group estimates a negative impact on annual revenues of approximately €5 million for the temporary production capacity limitation of Perceval and confirms 2014 Adjusted Net profit full-year guidance between €55-60 million. EVENTS OCCURRING IN THE THIRD QUARTER AND AFTER THE THIRD QUARTER In October 2014 Sorin Group announced its initial investment in Respicardia, a US-based developer of implantable therapies to improve respiratory and cardiovascular health, for $20 million. Under the terms of the transaction, Sorin Group also acquired the exclusive right to distribute Respicardia’s remedē® System for the next five years in selected European countries and an exclusive option to acquire Respicardia in the future. The remedē® System, the first fully implantable device for the treatment of central sleep apnea, received CE Mark approval in 2010 and is currently being evaluated in an FDA approved randomized, controlled IDE pivotal trial. There were no other significant events in addition to those already described or other events after September 30, 2014. 23 Sorin S.p.A. Interim Consolidated Financial Statements 3rd Quarter 2014 ATTESTATION OF THE CORPORATE OFFICER RESPONSIBLE FOR THE COMPANY’S FINANCIAL REPORTS The corporate officer responsible for the company’s financial reports, Demetrio Mauro, declares, pursuant to Paragraph 2 of Article 154-bis of the Consolidated Law on Finance that the accounting information contained in this report corresponds to the documented results and the accounting books and records. Chief Financial Officer in charge of the preparation of the Corporate accounting documents Demetrio Mauro Milan, October 30, 2014 Chairman Rosario Bifulco Chief Executive Officer André-Michel Ballester 24 Sorin S.p.A. Interim Consolidated Financial Statements 3rd Quarter 2014 25 Sorin S.p.A. Interim Consolidated Financial Statements 3rd Quarter 2014