1. No category

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
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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