AI Terminal

MODULE: AI_ANALYST
Interactive Q&A, Risk Assessment, Summarization
MODULE: DATA_EXTRACT
Excel Export, XBRL Parsing, Table Digitization
MODULE: PEER_COMP
Sector Benchmarking, Sentiment Analysis
SYSTEM ACCESS LOCKED
Authenticate / Register Log In

MedLife S.A.

Quarterly Report Aug 25, 2023

2292_ir_2023-08-25_59a52410-ead8-44a0-b039-48c0a97dbe86.pdf

Quarterly Report

Open in Viewer

Opens in native device viewer

MED LIFE GROUP

FINANCIAL REPORT 1st SEMESTER 2023

WHICH INCLUDES SIMPLIFIED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30, 2023

PREPARED IN ACCORDANCE WITH INTERNATIONAL FINANCIAL REPORTING STANDARDS AS ADOPTED BY EUROPEAN UNION

Name of the issuing company: MED LIFE S.A. Registered Office: Bucharest, 365 Calea Griviței, district 1, Romania Fax no.: 0040 374 180 470 Unique Registration Code at the National Office of Trade Registry: 8422035 Order number on the Trade Registry: J40/3709/1996 Subscribed and paid-in share capital: RON 33,217,623 Regulated market on which the issued securities are traded: Bucharest Stock Exchange

CONTENTS: PAGE:
PAGE:
CONSOLIDATED STATEMENT OF FINANCIAL POSITION 2
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 3
CONSOLIDATED STATEMENT OF CASH FLOWS 4
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 5 – 6
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 7 – 20

June 30, January 1,
2023 2023
ASSETS
Non-current Assets
Goodwill 450,957,499 368,672,606
Intangible assets 101,747,687 100,192,265
Property, plant and equipment 967,139,494 828,501,060
Right-of-use asset 292,636,286 306,413,389
Other financial assets 46,217,022 82,810,704
Total Non-Current Assets 1,858,697,988 1,686,590,024
Current Assets
Inventories 102,910,245 98,770,370
Trade Receivables 212,442,724 221,358,860
Other assets 53,955,887 44,362,334
Cash and cash equivalents 109,593,828 89,068,154
Prepayments 14,595,940 11,826,587
Total Current Assets 493,498,624 465,386,305
TOTAL ASSETS 2,352,196,612 2,151,976,329
LIABILITIES & SHAREHOLDER'S EQUITY
Non-Current Liabilities
Lease liability 211,224,870 225,175,340
Other long term debt
Interest-bearing loans and borrowings
28,486,033
979,314,589
21,657,277
803,273,659
Deferred tax liability 43,412,806 44,250,160
Total Non-Current Liabilities 1,262,438,298 1,094,356,436
Current Liabilities
Trade and other payables 336,500,627 335,356,742
Overdraft 17,012,060 27,801,016
Current portion of lease liability 79,872,699 77,141,698
Current portion of interest-bearing loans and borrowings 69,803,853 55,695,054
Current tax liabilities 3,488,690 814,508
Provisions 9,963,711 9,783,326
Other liabilities 75,044,162 68,989,304
Total Current Liabilities 591,685,802 575,581,648
TOTAL LIABILITIES 1,854,124,100 1,669,938,084
SHAREHOLDER'S EQUITY
Share capital and Share premium 83,504,400 83,812,556
Treasury shares (595,125) (3,219,219)
Reserves 207,866,775 204,591,242
Retained earnings 131,712,534 131,596,255
Equity attributable to owners of the Group 422,488,584 416,780,834
Non-controlling interests 75,583,928 65,257,411
TOTAL EQUITY 498,072,512 482,038,245
TOTAL LIABILITIES AND EQUITY 2,352,196,612 2,151,976,328

Mihail Marcu, Alina Irinoiu,

Period ended June 30,

REVENUE FROM CONTRACTS WITH CUSTOMERS
1,066,209,218
860,395,896
Other operating revenues
8,759,241
4,258,600
Operating Income
1,074,968,459
864,654,496
Consumable materials and repair materials
(186,568,449)
(139,400,269)
Third party expenses
(297,587,473)
(224,064,799)
Salary and related expenses
(261,999,637)
(205,158,993)
Social contributions
(9,286,728)
(7,362,640)
Depreciation and amortization
(92,017,442)
(66,516,069)
Impairment losses and gains (including reversals of
(1,002,093)
-
impairment losses)
Commodities expenses
(103,737,029)
(99,292,519)
Other operating expenses
(72,836,323)
(53,681,312)
Operating expenses
(1,025,035,174)
(795,476,602)
Operating Profit
49,933,285
69,177,894
(34,768,816)
(16,094,864)
Finance cost
Other financial expenses
(2,896,440)
(381,157)
Financial result
(37,665,255)
(16,476,021)
Result Before Taxes
12,268,030
52,701,873
(7,264,354)
(7,054,906)
Income tax expense
Net Result
5,003,676
45,646,967
Owners of the Group
6,047,063
41,618,275
Non-controlling interests
(1,043,387)
4,028,692
Other comprehensive income items that will not be
reclassified to profit or loss
TOTAL OTHER COMPREHENSIVE INCOME
-
-
Total other comprehensive income attributable to:
Owners of the Group
-
-
Non-controlling interests
-
-
TOTAL COMPREHENSIVE INCOME
5,003,676
45,646,967
Total comprehensive income attributable to:
Owners of the Group
6,047,063
41,618,275
Non-controlling interests
(1,043,387)
4,028,692
2023 2022

CEO CFO

Mihail Marcu, Alina Irinoiu,

MED LIFE GROUP CONSOLIDATED UNAUDITED STATEMENT OF CASH FLOWS FOR THE PERIOD ENDED JUNE 30, 2023 (all amounts are expressed in RON, unless otherwise specified)

Period ended
June 30,
Period ended
June 30,
2023 2022
Net profit before taxes 12,268,030 52,701,873
Adjustments for
Depreciation and amortization
Provisions for liabilities and charges
92,017,442
(282,297)
66,516,069
Interest revenue (2,197,945) -
(390,326)
Interest expense 34,768,816 16,094,864
Allowance for doubtful debts and receivables written-off 1,002,093 -
Other non-monetary gains (3,306,325) (2,595,553)
Unrealized exchange loss 5,195,778 795,499
Operating cash flow before working capital changes 139,465,591 133,122,427
Decrease / (increase) in accounts receivable (3,808,814) (8,291,563)
Decrease / (increase) in inventories 782,625 (623,827)
Decrease / (increase) in prepayments
Increase / (decrease) in accounts payable
(2,183,573)
(22,969,716)
(2,754,309)
(16,686,988)
Cash generated from working capital changes (28,179,478) (28,356,687)
Cash generated from operations 111,286,113 104,765,740
Income Tax Paid (5,533,856) (6,939,690)
Interest Paid (27,799,357) (12,547,061)
Interest received 2,197,945 390,326
Net cash from operating activities 80,150,845 85,669,314
Acquisition of subsidiaries, net of cash acquired (59,907,206) (178,984,135)
Purchase of intangible assets (5,129,621) (4,497,399)
Purchase of property, plant and equipment (73,206,117) (53,626,988)
Net cash used in investing activities (138,242,944) (237,108,522)
Proceeds from loans 169,044,186 184,310,135
Payment of loans (52,164,426) (19,179,945)
Payment of principal portion of lease liabilities (37,860,036) (28,101,478)
Dividends paid to NCI
Payments for purchase of treasury shares
-
(401,951)
(30,000)
(6,234,651)
Additional participation interest acquired - (7,777,676)
Net cash from financing activities 78,617,773 122,986,385
Net change in cash and cash equivalents 20,525,674 (28,452,822)
Cash and cash equivalents beginning of the period 89,068,154 135,858,888
Cash and cash equivalents end of the period 109,593,828 107,406,066

Mihail Marcu, Alina Irinoiu,

Share Capital Treasury shares Share premium Legal reserves
and other
reserves
Revaluation
Reserve
Accumulated
Results
Attributable to
owners of the
parent
Non
controlling
interests
Total Equity
Balance as at January 1, 2023 33,217,623 (3,219,219) 50,594,933 55,094,194 149,497,049 131,596,255 416,780,835 65,257,412 482,038,247
Profit of the year - - - - - 6,047,063 6,047,063 (1,043,385) 5,003,678
Revaluation of Land and Constructions - - - - - - - - -
Deferred tax related to other elements of the
overall result
- - - - - - - - -
Total comprehensive income - - - - - 6,047,063 6,047,063 (1,043,385) 5,003,678
Recognition of other reserves for fiscal purposes
(legal reserves)
- - - 15,797 - (15,797) - - -
Recognition of other reserves - - - 3,259,736 - (3,259,736) - - -
Additional non-controlling interest arising as of
result of business combinations
- - - - - - - 15,618,859 15,618,859
Subsequent acquisition of NCI - - - - - (2,655,250) (2,655,250) (4,248,958) (6,904,208)
Distribution of dividends - - - - - - - - -
Increase from own shares acquisition - (401,951) - - - - (401,951) - (401,951)
Net release of own shares used for acquiring
additional NCI
- 3,026,045 - - - - 3,026,045 - 3,026,045
Increase in premiums due to difference between
fair value and cost of own shares when the
exchange was made
- - (308,156) - - - (308,156) - (308,156)
Balance as at June 30, 2023 33,217,623 (595,125) 50,286,777 58,369,726 149,497,049 131,712,535 422,488,586 75,583,928 498,072,514

Mihail Marcu, Alina Irinoiu,

Share Capital Treasury shares Share premium Legal reserves
and other
reserves
Revaluation
Reserve
Accumulated
Results
Attributable to
owners of the
parent
Non
controlling
interests
Total Equity
Balance as at January 1, 2022 33,217,623 (4,015,977) 49,177,468 41,850,760 95,484,740 122,394,796 338,109,410 43,295,149 381,404,558
Recognition of other reserves for fiscal purposes
(legal reserves)
- - - 551,325 - (551,325) - - -
Recognition of other reserves - - - 1,205,797 - (1,205,797) - - -
Additional NCI arising as of result of business
combinations
- - - - - - - 11,402,662 11,402,662
Subsequent acquisition of NCI - - - - - (4,113,144) (4,113,144) (5,952,993) (10,066,137)
Distribution of dividends - - - - - - - - -
Increase from own shares acquisition - (6,234,573) - - - - (6,234,573) - (6,234,573)
Net release of own shares used for acquiring
additional NCI
- 8,684,432 - - - - 8,684,431 - 8,684,431
Increase in premiums due to difference between
fair value and cost of own shares when the
exchange was made
- - 1,417,465 - - - 1,417,465 - 1,417,465
Total comprehensive income - - - - - 41,618,274 41,618,274 4,028,691 45,646,965
Deferred tax related to other elements of the
overall result
- - - - - - - - -
Profit of the period - - - - - 41,618,274 41,618,274 4,028,691 45,646,965
Balance as at June 30, 2022 33,217,623 (1,566,118) 50,594,933 43,607,882 95,484,740 158,142,805 379,481,863 52,773,509 432,255,372

Mihail Marcu, Alina Irinoiu,

1. DESCRIPTION OF THE BUSINESS

Med Life S.A. ("MedLife" or the "Parent Company" or the "Company") is a joint-stock company incorporated in 1996, in accordance with the laws and regulations of Romania, with its headquarters in Bucharest, 365, Calea Grivitei, with a share capital of RON 33,217,623, with a nominal share value of 0.25 RON.

The Company's activity resides in the performance of healthcare services activities through medical centres with national coverage.

MedLife, together with its subsidiaries ("MedLife Group" or the "Group"), is offering a large range of medical service, with a network of 35 hyperclinics, 70 clinics, 13 hospitals – located in Bucharest, Arad, Sibiu, Brasov, Cluj, Ploiesti and Pitesti, 38 laboratories, 23 pharmacies and 18 dental clinics. The Group has also more than 170 private clinic partners around Romania.

List of the entities part of Med Life Group as at June 30, 2023 and January 1, 2023 are as follows (ownership percentage):

No. Entity Main activity Location 30 June 2023 1 January
2023
1 Policlinica de Diagnostic Rapid
SA
Medical Services Brasov, Romania 83% 83%
2
3
Medapt SRL (indirect)
Histo SRL (indirect)
Medical Services
Medical Services
Brasov, Romania
Brasov, Romania
83%
49.8%
83%
49.8%
4 Policlinica de Diagnostic Rapid
Medis SRL (indirect)*
Medical Services Sfantu Gheorghe,
Romania
66.4% 66.4%
5 Bahtco Invest SA Development of building
projects
Bucharest, Romania 100% 100%
6 Med Life Ocupational SRL Medical Services Bucharest, Romania 100% 100%
7 Pharmalife-Med SRL Distribution of Pharmaceutical
Products in specialised stores
Bucharest, Romania 100% 100%
8 Med Life Broker de Asigurare si
Reasigurare SRL
Insurance broker Bucharest, Romania 99% 99%
9 Accipiens SA Rental activities Arad, Romania 83% 83%
10 Genesys Medical Clinic SRL
(indirect)*
Medical Services Arad, Romania 83% 83%
11 Bactro SRL (indirect)* Medical Services Deva, Romania 83% 83%
12 Transilvania Imagistica SA
(indirect)*
Medical Services Oradea, Romania 83% 83%
13 Biofarm Farmec SRL (indirect)* Distribution of Pharmaceutical Products in specialised stores Arad, Romania 100% 100%
14 RUR Medical SA (indirect)* Medical Services Brasov, Romania 83% 83%
15 Biotest Med SRL Medical Services Bucharest, Romania 100% 100%
16
17
Vital Test SRL
Centrul Medical Sama SA
Medical Services
Medical Services
Iasi, Romania
Craiova, Romania
100%
90%
100%
90%
18 Ultratest SA (direct si
indirect)*
Medical Services Craiova, Romania 92% 92%
19 Diamed Center SRL Medical Services Bucharest, Romania 100% 100%
20 Prima Medical SRL Medical Services Craiova, Romania 100% 100%
21 Stem Cells Bank SA Medical Services Timisoara, Romania 100% 100%
22 Dent Estet Clinic SA** Dental healthcare Bucharest, Romania 65% 60%
23 Green Dental Clinic SRL
(indirect)*
Dental healthcare Bucharest, Romania 33.2% 31%
24 Dentist 4 Kids SRL (indirect)* Dental healthcare Bucharest, Romania 65% 60%
25 Dent A Porter SRL (indirect)* Dental healthcare Bucharest, Romania 33.5% 31%
26 Dentestet Kids SRL (indirect)* Dental healthcare Bucharest, Romania 34.4% 32%
27 Aspen Laborator Dentar SRL
(indirect)*
Dental healthcare Bucharest, Romania 48.8% 45%

No. Entity Main activity Location 30 June 2023 1 January
2023
28 Centrul Medical Panduri SA Medical Services Bucharest, Romania 100% 100%
29 Almina Trading SA Medical Services Targoviste, Romania 90% 90%
30 Anima Specialty Medical
Services SRL
Medical Services Bucharest, Romania 100% 100%
31 Anima Promovare si Vanzari
SRL (indirect)*
Medical Services Bucharest, Romania 100% 100%
32
33
34
Valdi Medica SA
Clinica Polisano SRL
Solomed Clinic SA
Medical Services
Medical Services
Medical Services
Cluj, Romania
Sibiu, Romania
Pitesti, Romania
55%
100%
80%
55%
100%
80%
35 Solomed Plus SRL (indirect)* Medical Services Pitesti, Romania 80% 80%
36 Ghencea Medical Center SA Medical Services Bucharest, Romania 100% 100%
37 Sfatul medicului SRL Medical Platform Bucharest, Romania 100% 100%
38 RMC Dentart (indirect)* Dental healthcare Budapesta, Ungaria 79.9% 81.3%
39 RMC Medical (indirect)* Medical Services Budapesta, Ungaria 79.9% 81.3%
40 RMC Medlife Holding Budapesta, Ungaria 79.9% 81.3%
41 Badea Medical SRL Medical Services Cluj, Romania 65% 65%
42 Oncoteam Diagnostic SA Medical Services Bucharest, Romania 79% 79%
43 Centrul medical Micromedica
SRL
Medical Services Piatra Neamt,
Romania
100% 100%
44 Micromedica Targu Neamt SRL
(indirect)*
Medical Services Targu Neamt,
Romania
100% 100%
45 Micromedica Bacau SRL
(indirect)*
Medical Services Bacau, Romania 100% 100%
46 Micromedica Roman SRL
(indirect)*
Medical Services Roman, Romania 100% 100%
47 Medrix Center SRL (indirect)* Medical Services Roznov, Romania 100% 100%
48 Spitalul Lotus SRL Medical Services Ploiesti, Romania 100% 100%
49 Labor Maricor SRL (indirect)* Medical Services Bacau, Romania 100% 100%
50 Centrul Medical Matei Basarab
SRL (indirect)*
Medical Services Bucharest, Romania 100% 100%
51 Pharmachem Distributie SRL Distribution of Pharmaceutical
Products
Bucharest, Romania 75% 75%
52 CED Pharma SRL (indirect)* Distribution of Pharmaceutical
Products in specialised stores
Bucharest, Romania 100% 100%
53 Leti Pharm 2000 SRL
(indirect)*
Distribution of Pharmaceutical
Products in specialised stores
Bucharest, Romania 100% 100%
54 Monix Pharm SRL (indirect)* Distribution of Pharmaceutical
Products in specialised stores
Bucharest, Romania 100% 100%
55 KronDent SRL (indirect)* Dental healthcare Brasov, Romania 39% 36%
56 Medica SA Medical Services Sibiu, Romania 60% 60%
57 Dent Estet Ploiesti SRL
(indirect)*
Dental healthcare Ploiesti, Romania 33.2% 30.6%
58 The Lab Stomestet SRL
(indirect)*
Dental healthcare Cluj, Romania 39% 36%
59 Stomestet SRL (indirect)* Dental healthcare Cluj, Romania 39% 36%
60 Stomestet Plus SRL (indirect)* Dental healthcare Cluj, Romania 39% 36%

No. Entity Main activity Location 30 June 2023 1 January
2023
61 Costea Digital Dental SRL
(indirect)*
Dental healthcare Oradea, Romania 38% 36%
62 Expert Med Centrul Medical
Irina (indirect)*
Medical Services Galati, Romania 76% 76%
63 MNT Healthcare Europe SRL Medical Services Ilfov, Romania 50% 50%
64 MNT Asset Management SRL
(indirect)*
Holding Bucharest, Romania 50% 50%
65 Clinica Life-Med SRL (indirect)* Medical Services Bucharest, Romania 100% 100%
66 Pro Life Clinics SRL (indirect)* Medical Services Iasi, Romania 60% 60%
67 Onco Card SRL (indirect)* Medical Services Brasov, Romania 83% 83%
68 Onco Card Invest SRL
(indirect)*
Holding Brasov, Romania 83% 83%
69 Tomorad Expert SRL
(indirect)*
Medical Services Sfantu Gheorghe,
Romania
66.4% 66.4%
70 IT Repair SRL (indirect)* Medical Services Targu Mures,
Romania
49.8% 49.8%
71 Medici's SRL Medical Services Timisoara, Romania 80% 80%
72 Micro-Medic SRL Medical Services Timisoara, Romania 80% 80%
73 Sweat Concept One SRL Wellness Bucharest, Romania 60% 60%
74 OptiCristal Consult SRL
(indirect)*
Medical Services Brasov, Romania 49.8% 49.8%
75 Alinora Optimex SRL
(indirect)*
Medical Services Brasov, Romania 49.8% 49.8%
76
77
Medicris SRL (indirect)
Triamed SRL (indirect)
Medical Services
Medical Services
Oradea, Romania
Oradea, Romania
83%
83%
83%
83%
78 SC M-Profilaxis SRL (indirect)* Medical Services Timisoara, Romania 80% 80%
79 VitaCare Flav SRL (indirect)* Medical Services Pitesti, Romania 80% 80%
80 Dent Estet Genesys SRL
(indirect)*
Medical Services Arad, Romania 73.8% 71.3%
81 Aspire Dental SRL (indirect)* Dental healthcare Bucharest, Romania 65% 60%
82 Sanopass SA Medical Platform Targoviste, Romania 62.5% 51%
83 Muntenia Medical Competences
S.A.
Medical Services Pitesti, Romania 79.8% 0%
84 Bios Diagnostic Medical
Services SRL*
Medical Services Bucharest, Romania 51% 0%
85 Centrul de Diagnostic si
Tratament Provita S.A.
Medical Services Bucharest, Romania 51% 0%
86 Medical City Blue SRL* Medical Services Bucharest, Romania 51% 0%
87 Laborator Cuza Voda SRL* Medical Services Bucharest, Romania 51% 0%
88 Provita Pain Clinic SA* Medical Services Suceava, Romania 35.7% 0%
89
90
Policlinica Sf. Ilie SRL
Policlinica Union SRL
Medical Services
Medical Services
Craiova, Romania
Cluj, Romania
100%
51%
0%
0%

*These companies are subsidiaries of other subsidiaries in the Group and are included in the consolidation, as they are controlled by the entities which are subsidiaries of the ultimate parent.

**The ownership held in Dent Estet Clinic SA has increased with 5%, from 60% to 65% as of January 2023

1. ACCOUNTING PRINCIPLES, POLICIES AND METHODS

The accounting policies applied in these simplified unaudited consolidated financial statements are the same as those applied in the Group's consolidated financial statements as of and for the financial year ended on December 31, 2022.

This financial report must be read together with the last consolidated annual financial statements of the Group as of and for the financial year ended on December 31, 2022, which includes all the necessary information for a complete set

of financial statements prepared in accordance with International Financial Reporting Standards (IFRS) adopted by the European Union. However, certain explanatory notes are included to explain events and transactions that are significant for understanding the changes in the Group's financial position and performance compared to the last annual financial statements.

2. BASIS OF PREPARATION OF FINANCIAL STATEMENTS

3.1 Declaration of Conformity

The consolidated financial statements ("financial statements") of the group have been prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (EU).

The accounting policies applied in these financial statements are the same as those applied in the Group's annual consolidated financial statements as at and for the year ended 31 December 2022, except for the adoption of new standards effective as of January 1st, 2023.

The financial year corresponds to the calendar year.

3.2 Basis of preparation

The financial statements of the Group are presented in RON ("Romanian Leu"), using going concern principles. All values are rounded to the nearest two decimals. The financial statements have been prepared on the historical cost basis, except for certain items that have been measured at fair value, such as certain non-current assets and financial instruments, as presented in the notes to the financial statements.

The Group maintains the accounting books in accordance with the Regulations on Accounting and Reporting issued by the Ministry of Finance in Romania.

3.3 Going concern

These financial statements have been prepared on a going concern basis, which assumes the Group will be able to realize its assets and discharge its liabilities in the normal course of business. The Group will continue its activity according to the normal course of business in the foreseeable future without encountering the impossibility of continuing its activity or without the significant decrease of its activity.

Based on the Group's current financial position and the modelled scenarios, the directors have concluded that the Group has sufficient liquidity to meet all its obligations for at least the twelve months from the date of this report and the directors considered it appropriate to adopt the going concern basis of accounting in preparing the financial statements.

3.4 Significant judgements, estimates and assumptions

The preparation of the financial statements in accordance with IFRS requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities as of the date of the balance sheet and revenue and expenses for the period.

When preparing these simplified unaudited consolidated financial statements, the Group's judgements, estimates and significant assumptions are the same as those applied in the audited consolidated financial statements as of and for the financial year ended December 31, 2022.

3.5 Foreign currency and translation

Functional and presentation currency

These financial statements are presented in Romanian Leu ("RON"), which is the currency of the primary economic environment in which the Group operates (its "functional currency").

The exchange rates as announced by the National Bank of Romania on June 30, 2023 were RON 4.9634 for EUR 1 (December 31, 2022: RON 4.9474 for EUR 1), respectively 1.3371 for HUF 100 (December 31, 2022: RON 1.2354 for 100 HUF).

The average exchange rates for the period of 6 months 2023 were RON 4.9335 for 1 EUR (6 months 2022: RON 4.9455 for 1 EUR), respectively RON 1.2965 for 100 HUF (6 months 2022: RON 1.3206 for 100 HUF).

Translation of foreign currencies

Transactions in foreign currencies are translated to the respective functional currency of the Group at the exchange rate ruling at the time of the transaction. Foreign currency monetary assets and liabilities are retranslated into the functional currency at rates of exchange ruling at the reporting date. The foreign exchange differences arising on these translations are recognised as other financial income/expense in the income statement.

Translation of foreign operations

For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group's foreign operations are translated at exchange rates prevailing on the reporting date. Income and expense items are translated at the average exchange rates for the period. Foreign exchange differences arising on translation are recognised in equity through the statement of comprehensive income.

4. GOODWILL

The Group records goodwill resulting from business combinations.

For the purpose of impairment testing, goodwill is allocated to the cash generating unit (CGU) which is expected to benefit from the synergies of the business combination. Management conducts impairment tests on an annual basis or whenever there is an indication of impairment to assess the recoverability of the carrying value of goodwill, at each individual level. No impaired goodwill was identified in this context.

5. PROPERTY, PLANT AND EQUIPMENT AND INTANGIBLES ASSETS

June 30 January 1,
2023 2023
Gross book value 1,696,306,054 1,461,161,755
Accumulated depreciation (627,418,874) (532,468,429)
Net book value 1,068,887,180 928,693,326

6. INVENTORIES

June 30 January 1,
2023 2023
Consumables 54,256,893 50,500,617
Materials in the form of inventory items 1,380,938 1,153,623
Merchandise 47,271,796 47,115,210
Inventory in transit 619 920
TOTAL 102,910,245 98,770,370

7. TRADE RECEIVABLES

June 30
2023
January 1,
2023
Trade receivables 251,301,202 258,302,033
Allowance for doubtful receivables (38,858,478) (36,943,173)
TOTAL 212,442,724 221,358,860

Credit risk for MedLife Group primarily relates to trade receivables in the ordinary course of business. Customers' compliance with agreed credit terms is monitored regularly and closely. Where payments are delayed by customers, steps are taken to restrict access to services or contracts are terminated.

Certain customers, which are public or quasi-public institutions, or subsidiaries of MedLife, may have longer payment terms and services may continue to be delivered when amounts are overdue, based on management's assessment of a lower credit risk.

The average receivable period for the services offered is 95 days. There is no interest on commercial receivables within the first 95 days from the date of issue of the invoice, which also represents the average contractual term.

The carrying amount of financial assets, measured at amortised cost, represents the maximum credit exposure. There are no credit enhancements or collateral held that would offset such amounts. As the customer base of the Group is very diverse, there are generally no large concentrations of credit risk.

8. CASH AND BANKS

June 30 January 1,
2023
2023
Cash in bank 104,022,033 85,385,761
Cash in hand 3,688,838 2,554,466
Cash equivalents 1,882,956 1,127,928
TOTAL 109,593,828 89,068,154

9. PREPAYMENTS

As of June 30, 2023 the Group has prepayments in amount of RON 14,595,940 (RON 11,826,587 as of January 1, 2023). The prepayments balance as of June 30, 2023 and January 1, 2023 consists mainly of deferred commissions for financing related to the Club loan for undrawn facilities and other amounts such as insurance policies for professionals and tangible assets.

10. TRADE AND OTHER PAYABLES

June 30 January 1,
2023 2023
Suppliers 269,450,434 281,384,001
Fixed assets suppliers 56,881,418 48,347,315
Advances paid by customers (contract liabilities) 10,168,776 5,625,426
TOTAL 336,500,627 335,356,742

The balance of the suppliers' account consists of debts for the acquisition of consumables, materials and commodities. Fixed assets suppliers consist of debts for the acquisition of medical equipment.

11. OTHER LIABILITIES

June 30 January 1,
2023 2023
Salary and related liabilities (incl. contributions) 28,637,848 24,169,661
Other liabilities 46,406,315 44,819,643
TOTAL 75,044,162 68,989,304

12. LEASES

Leasing facilities refer to buildings, medical equipment and vehicles.

June 30 January 1,
2023 2023
Non-current portion of lease liability 211,224,870 225,175,340
Current portion lease liability 79,872,699 77,141,698
TOTAL 291,097,569 302,317,038

13. NET FINANCIAL DEBT

June 30
2023
January 1,
2023
Current portion of interest-bearing loans and borrowings 86,815,913 83,496,070
Non-current portion of interest-bearing loans and borrowings 979,314,589 803,273,659
TOTAL 1,066,130,502 886,769,729

On 13 December 2022, following the approval of the General Meeting of Shareholders on 21 November 2022, MedLife, together with co-borrowers BAHTCO INVEST S.A., ACCIPIENS S.A., POLICLINICA DE DIAGNOSTIC RAPID S.A., CLINICA POLISANO S.R.L., DENT ESTET CLINIC S.A., GENESYS MEDICAL CLINIC S.R.L., CENTRUL MEDICAL SAMA S.A., VALDI MEDICA S.R.L., PHARMALIFE MED S.R.L., PRIMA MEDICAL S.R.L., ANIMA SPECIALTY MEDICAL SERVICES S.R.L., CED PHARMA S.R.L., BADEA MEDICAL S.A., CENTRUL MEDICAL MICROMEDICA S.R.L., SOLOMED CLINIC S.A., VITA CARE FLAV S.R.L., PHARMACHEM DISTRIBUTIE S.A., SANO PASS S.A., MNT ASSET MANAGEMENT S.R.L., MNT HEALTHCARE EUROPE S.R.L., SWEAT CONCEPT ONE S.A., ONCO CARD S.R.L., ONCOCARD INVEST S.R.L., DIAMED CENTER S.R.L., STEM CELLS BANK S.A.,SFATUL MEDICULUI.RO S.A. and MEDICI'S S.A., signed with Banca Comercială Română, as lead arranger, a syndicated credit facility in the total amount of 228 million euros for the refinancing and increase of the existing credit of 50.7 million euros. The bank syndicate that signed the new credit granted to the MedLife Group is comprised of Banca Comerciala Romana, as coordinator, lead arranger, documentation agent, facility and guarantee agent, and financier, Raiffeisen Bank, BRD Groupe Societe Generale, Banca Transilvania, ING Bank N.V. Amsterdam Branch Bucharest, and Erste Group Bank AG, as lead arrangers and financiers.

The syndicated credit contract involves a refinancing agreement for existing facilities, extending the financing period, rearranging terms and conditions, as well as an additional increase of 50.7 million euros in the form of a term facility, used by the Group, along with other liquidity of the Group, for possible new acquisition opportunities on the market as well as organic development projects.

The closing balance of the syndicated loan is 967,252,908 RON as of June 30th 2023.

As at June 30, 2023, the Group's drawn and undrawn financing facilities included the following:

  • loan agreement and an overdraft facility agreement secured by CEC Bank S.A. and Clinica Polisano S.R.L., with an outstanding balance of RON 18.037.578 as of 30 June 2023;
  • a loan agreement secured by Banca Transilvania S.A. and Ghencea Medical Center, with an outstanding balance of RON 462.741 as of 30 June 2023;
  • a loan agreement secured by Banca Transilvania S.A. and Micromedica Roman S.R.L., with an outstanding balance of RON 841.053 as of 30 June 2023;
  • two loan agreements secured by Banca Transilvania S.A. and Centrul Medical Micromedica S.R.L., with an outstanding balance of RON 762.418 as of 30 June 2023;

MED LIFE GROUP

  • a loan agreement secured by Raiffeisen Bank S.A. and Krondent S.R.L., with an outstanding balance of RON 9.741 as of 30 June 2023;
  • a loan agreement secured by Banca Transilvania S.A. and Dent Estet Ploiesti S.R.L., with an outstanding balance of RON 2.105.742 as of 30 June 2023;
  • a loan agreement secured by Banca Transilvania S.A. and Life Med S.R.L., with an outstanding balance of RON 496.708 as of 30 June 2023;
  • a loan agreement secured by BRD GROUPE SOCIETE GENERALE S.A. and Pro Life Clinics S.R.L., with an outstanding balance of RON 62.500 as of 30 June 2023, and a loan agreement secured by ING BANK N.V. AMSTERDAM SUCURSALA BUCURESTI and Pro Life Clinics S.R.L., with an outstanding balance of RON 143.205 as of 30 June 2023;
  • a loan agreement secured by EXIM BANK S.A. and Medicris S.R.L., with an outstanding balance of RON 358.561 as of 30 June 2023;
  • a loan agreement secured by ING BANK N.V. AMSTERDAM SUCURSALA BUCURESTI and Medici's S.R.L., with an outstanding balance of RON 42.054 as of 30 June 2023;
  • a loan agreement secured by Banca Transilvania S.A and Medical City Blue SRL, with an outstanding balance of RON 364.655 as of 30 June 2023;
  • a loan agreement secured by Banca Transilvania S.A and Centrul de diagnostic și tratament Provita SRL, with an outstanding balance of RON 47.146.308 as of 30 June 2023;
  • a loan agreement secured by Banca Comercială Română and Provita Pain Clinic SA, with an outstanding balance of RON 581.721 as of 30 June 2023;
  • an overdraft facility agreement secured by Garanti Bank S.A. and Med Life S.A., with the amount drawn as of 30 June 2023 being RON 9.926.800;
  • an overdraft facility agreement secured by Unicredit Tiriac Bank and Prima Medical S.R.L., with a maximum credit limit of RON 800,000, fully drawn as of 30 June 2023;
  • an overdraft facility agreement secured by Banca Transilvania S.A. and Onco Team Diagnostic S.R.L., with an outstanding balance of RON 198.979 as of 30 June 2023;
  • an overdraft facility agreement secured by Banca Transilvania S.A. and Pharmachem Distributie S.R.L., with an outstanding balance of RON 3.751.677;
  • an overdraft facility agreement concluded between Banca Transilvania S.A. and Medical City Blue SRL, with an outstanding balance of RON 968.000 as of 30 June 2023;
  • an overdraft facility agreement concluded between Banca Transilvania S.A. and Centrul de diagnostic și tratament Provita SRL, with an outstanding balance of RON 2.721.863 as of 30 June 2023.

The interest rate for each loan for each interest period is the rate per year that is the sum of the applicable margin and depending on the currency of each loan, EURIBOR 6M for the amounts in EUR or ROBOR 6M for the amounts in RON.

As at June 30, 2023 none of the Group members was in breach of any applicable term of the financing facilities.

14. SHARE CAPITAL AND SHARE PREMIUM

The issued share capital in nominal terms consists of 132,870,492 ordinary shares as at 30 June 2023 (1 January 2023: 132,870,492) with a nominal value of RON 0.25 per share. The holders of ordinary shares are entitled to one vote per share in the shareholders' meetings of the Company, except for the treasury shares bought back by the Company as part of the share buy-back program. All shares rank equally and confer equal rights to the net assets of the Company, except for treasury shares.

June 30, January 1,
2023 2023
Share capital 33,217,623 33,217,623
Share premium 50,286,777 50,594,933
TOTAL 83,504,400 83,812,556
Number of shares % Value
Legal entities 72,393,574 54.48% 18,098,394
Marcu Mihail 19,932,307 15.00% 4,983,077
Cristescu Mihaela Gabriela 18,660,690 14.04% 4,665,173
Marcu Nicolae 13,835,400 10.41% 3,458,850
Others 8,048,521 6.06% 2,012,130
TOTAL 132,870,492 100.00% 33,217,623

15. RESERVES

June 30 January 1,
2023 2023
General reserves 24,341,680 24,325,883
Other reserves 34,028,046 30,768,310
Revaluation reserves 149,497,049 149,497,049
TOTAL 207,866,775 204,591,242

16. NON-CONTROLLING INTEREST

June 30
2023
January 1,
2023
Balance at beginning of year 65,257,412 43,295,149
Share of profit for the period (1,043,385) 5,259,484
Share of other comprehensive income - 1,673,316
Non-controlling interests arising on the acquisition of subsidiaries 15,618,859 21,895,097
Subsequent acquisition of NCI (4,248,958) (6,865,634)
TOTAL 75,583,928 65,257,412

17. REVENUE FROM CONTRACTS WITH CUSTOMERS

Revenue from customers consist of medical services, including revenues from prevention packages of corporate customers and fees for services rendered within Group's medical facilities. Please see breakdown below.

6 months 2023 % of Total 6 months 2022 % of Total Variation
Business Line 2023/2022
Clinics 397,318,224 37.3% 288,641,376 33.5% 37.7%
Stomatology 62,229,799 5.8% 56,062,067 6.5% 11.0%
Hospitals 230,215,372 21.6% 180,421,028 21.0% 27.6%
Laboratories 113,169,369 10.6% 107,200,195 12.5% 5.6%
Corporate 120,962,816 11.3% 107,751,134 12.5% 12.3%
Pharmacies 32,269,735 3.0% 35,279,714 4.1% -8.5%
Others 110,043,903 10.3% 85,040,382 9.9% 29.4%
TOTAL SALES 1,066,209,218 100.0% 860,395,896 100% 23.9%

18. OTHER OPERATING REVENUES

6 months 2023 6 months 2022
Other operating revenues 4,214,933 607,775
Income from operating grants 1,237,982 1,055,271
Capitalized cost of intangible assets 3,306,325 2,595,553
TOTAL 8,759,241 4,258,600

19. OTHER OPERATING EXPENSES

6 months 2023 6 months 2022
Utilities 16,899,564 12,841,287
Repairs maintenance 9,167,695 9,222,063
Rent 6,690,283 5,604,813
Insurance premiums 2,773,529 2,039,349
Promotion expense 18,522,204 11,398,180
Communications 3,076,582 2,520,952
Other administration and operating expenses 15,706,466 10,054,668
TOTAL 72,836,323 53,681,312

20. NET FINANCIAL RESULT

6 months 2023 6 months 2022
(Loss)/Gain from foreign exchange rate impact (5,464,063) (884,771)
Finance cost (31,611,033) (13,720,301)
Bank comissions (3,157,782) (2,374,563)
Other income 369,679 113,288
Interest income 2,197,944 390,326
FINANCIAL NET PROFIT/(LOSS) (37,665,255) (16,476,021)

21. FINANCIAL ANALYSIS

Analysis of the Consolidated Comprehensive Income

Sales for the 6 months period ended June 30, 2023, amounted to RON 1,066,209,218, higher by 23.9% compared to sales recorded in the 6 months period ended June 2022. This increase was mainly the result of growth in almost all of the Group's business lines, as well as the impact of the acquisitions completed by the Group in 2022 and 2023.

Other operating revenues have increased by 105.7% in 2023 compared to previous year, reaching RON 8,759,241 in 2023.

Operating expenses include variable and fixed costs, as well as the cost of goods and materials used to provide the Group's services. The Group recorded operating expenses of RON 1,025,035,174 in H1 2023, representing an increase of 28.9%, or RON 229,558,572 as compared to H1 2022. The Group's operating expenses as a percentage of total operating income reached 96.14% in the 6 months period ended 30 June 2023 and 92.45% in the 6 months period ended 30 June 2022.

Operating expenses evolution

6 months 2023 6 months 2022
Consumable materials and repair materials 186,568,449 139,400,269
Commodities expenses 103,737,029 99,292,519
Utilities 16,899,564 12,841,287
Repairs maintenance 9,167,695 9,222,063
Rent 6,690,283 5,604,813
Insurance premiums 2,773,529 2,039,349
Promotion expense 18,522,204 11,398,180
Communications 3,076,582 2,520,952
Third party expenses (including doctor's agreements) 297,587,473 224,064,799
Salary and related expenses 261,999,637 205,158,993
Social contributions 9,286,728 7,362,640
Depreciation 92,017,442 66,516,069
Impairment losses and gains (including reversals of
impairment losses)
1,002,093 -
Other administration and operating expenses 15,706,466 10,054,668
TOTAL 1,025,035,174 795,476,602

Operating profit recorded a decrease of 27.8% in H1 2023 as compared to H1 2022, from RON 69,177,894 in H1 2022 to RON 49,933,285 in H1 2023.

Financial loss increased in H1 2023 with RON 21,189,234 from a negative RON 16,476,021 in H1 2022 to a negative RON 37,665,255 in H1 2023.

The net result for the 6 months period ended 30 June 2023 decreased with RON 40,643,291 as compared to the corresponding period of 2022, from RON 45,646,967 in H1 2022 to RON 5,003,676 in H1 2023.

On a pro-forma basis, sales for H1 2023 amount to RON 1,029,770,201 and Adjusted EBITDA to RON 156,019,321. Please refer to Note 24 – UNAUDITED CONSOLIDATED PRO-FORMA FINANCIAL INFORMATION for more information regarding pro-forma financial information.

Analysis of the Consolidated BS

Non-current assets amount to RON 1,858,697,988 as of 30 June 2023, recording an increase of RON 172,107,964 or 10.2% as compared to 1 January 2023.

Current assets increased with RON 28,112,319 or by 6% from RON 465,386,305 as at 1 January 2023 to RON 493,498,624 as at 30 June 2023.

Current liabilities (excluding interest-bearing debt items) increased with RON 10,053,310, or by 2.4%, from RON 414,943,880 as at 1 January 2023, to RON 424,997,190 as at 30 June 2023.

Interest bearing debt increased with RON 168,141,304 or by 14.1% from RON 1,189,086,767 as of 1 January 2023 to RON 1,357,228,071 as of 30 June 2023.

Period ended at
June 30, 2023
493,498,624
=
591,685,802
0.83
1,219,025,492
=
498,072,512
245%
1,219,025,492
=
1,717,098,004
71%
216,900,792
=
1,066,209,218
36.62

Fixed assets turnover

Sales 1,066,209,218
Net Fixed Assets =
1,858,697,988
0.57

23. OPERATIONAL KEY PERFORMANCE INDICATORS

6 months
Business line Info 2023 2022
Clinics Revenue 397,318,224 288,641,376
Clinics Visits 1,874,937 1,389,476
Clinics Avg fee 215.0 207.7
Stomatology Revenue 62,229,799 56,062,067
Stomatology Visits 91,107 91,922
Stomatology Avg fee 683.0 609.9
Hospitals Revenue 230,215,372 180,421,028
Hospitals Patients 67,496 57,212
Hospitals Avg fee 3,410.8 3,153.5
Laboratories Revenue 113,169,369 107,200,195
Laboratories Analyses 3,565,294 2,486,651
Laboratories Avg fee 31.7 30.7
Corporate Revenue 120,962,816 107,751,134
Corporate Subscriptions 850,335 772,219
Corporate Avg fee 142.3 139.5
Pharmacies Revenue 32,269,735 35,279,714
Pharmacies Clients 232,277 279,202
Pharmacies Sales per client 138.9 126.4
Others Revenue 110,043,903 85,040,382

24. UNAUDITED CONSOLIDATED PRO-FORMA FINANCIAL ("CONSOLIDATED PRO FORMA PL")

Introduction

The following Consolidated Pro Forma PL of the Consolidated PL is based on the Group's Consolidated FS for the 6 months period ended June 30, 2023, adjusted with the historical financial results of the companies acquired by the Group during the period from 1 January 2023 up to June 30, 2023 (the "Acquired Companies").

Details of the Acquired Companies are set out below.

  • The Consolidated Pro Forma PL for the 6 months period ended June 30, 2023 transposes:
    • (i) the acquisition of the Acquired Companies as if the acquisition had occurred on 1 January 2023 by combining the financial results for the period of the Acquired Companies with those of the Group and

(ii) the elimination of certain expenses included in the Consolidated PL of the Group which the Group considers to be non-operational and/or non-recurring by nature.

The Consolidated Pro Forma PL provides a hypothetical illustration of the impact of the transactions on the Company's earnings. The Consolidated Pro Forma PL has been prepared for the Group as at and for the 6 months period ended June 30, 2023.

The Consolidated Pro Forma PL should be read in conjunction with the Consolidated FS for the 6 months period ended June 30, 2023.

Purpose of the Consolidated Pro Forma PL

  • The Consolidated Pro Forma PL set out below has been prepared to
    • (i) illustrate the effect on the Group of the acquisitions completed in 2023 and
    • (ii) provide an estimate of the Group's recurring EBITDA.

The Group's unaudited consolidated pro forma Adjusted EBITDA is also useful when analyzing the Group's current debt compared to its earnings capacity.

Although the Consolidated BS in the Consolidated FS include the full amount of debt incurred to finance the acquisitions completed as of June 30, 2023, the Consolidated PL includes no portion of the annual earnings of the Acquired Companies.

Using the unaudited consolidated pro forma Adjusted EBITDA for such comparison allows inclusion of a measure of the full period earnings that will contribute to the servicing of the debt incurred in relation to the acquisitions.

The Consolidated Pro Forma PL has been prepared for illustrative purposes only and, because of its nature, to address a hypothetical situation and therefore, does not represent the Group's actual financial results.

The Consolidated Pro Forma PL does not necessarily reflect what the combined Group's financial condition or results of operations would have been, had the acquisitions occurred on the dates indicated in the pro-forma calculations. They also may not be useful in predicting the future financial condition and results of operations of the Group with the acquired companies.

The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.

Consolidated Pro-Forma PL

6 Months ended June 30, 2023
Consolidated PL Normalisation One off Consolidated
Pro forma PL
GROSS SALES 1,066,209,218 29,756,574 - 1,095,965,792
NET SALES 1,066,209,218 (36,439,018) - 1,029,770,201
Other operating revenues 8,759,241 976,843 - 9,736,084
OPERATING INCOME 1,074,968,459 (35,462,175) - 1,039,506,284
OPERATING EXPENSES (1,025,035,174) 36,918,453 10,740,407 (977,376,314)
OPERATING PROFIT 49,933,285 1,456,278 10,740,407 62,129,970
Finance cost (34,768,816) (605,232) - (35,374,048)
Other financial expenses (2,896,440) 199,121 - (2,697,319)
FINANCIAL RESULT (37,665,255) (406,111) - (38,071,366)
RESULT BEFORE TAXES 12,268,030 1,050,167 10,740,407 24,058,604
Income tax expense (7,264,354) (72,883) (1,718,465) (9,055,702)
NET RESULT 5,003,676 977,284 9,021,942 15,002,902

Net Income to Adjusted EBITDA

6 Months ended June 30, 2023
Consolidated PL Normalisation One off Consolidated
Pro forma PL
Net income/(loss) for the period
Add back:
5,003,676 977,284 9,021,942 15,002,902
Taxes on income
Out of which:
7,264,354 72,883 1,718,465 9,055,702
Base tax expense 7,264,354 72,883 - 7,337,237
One off impact
Net financial result
-
37,665,255
-
406,111
1,718,465
-
1,718,465
38,071,366
Depreciation, amortisation and
impairment, including write-ups
92,017,442 1,871,909 - 93,889,351
Adjusted EBITDA 141,950,727 3,328,186 10,740,407 156,019,321

Sales split by Business Line

6 Months ended June 30, 2023
Consolidated PL Normalisation* One off Consolidated
Pro forma PL
Clinics 397,318,224 (12,447,713) - 384,870,511
Stomatology 62,229,799 - - 62,229,799
Laboratories 113,169,369 3,845,531 - 117,014,900
Corporate 120,962,816 560,788 - 121,523,604
Hospitals 230,215,372 (28,413,804) - 201,801,568
Pharmacies 32,269,735 - - 32,269,735
Other 110,043,903 16,180 - 110,060,083
Total Sales 1,066,209,218 (36,439,018) - 1,029,770,200

*Negative amounts are the due to the elimination of the amounts from National Healthcare Program for Oncology in total amount of 66 million RON, following increase in chemotherapy business, for comparative purposes.

Basis for the Consolidated Pro Forma PL

The Consolidated Pro Forma PL for the 6-month period ended June 30, 2023 has been prepared starting from the Consolidated PL of the Group as of June 30, 2023.

The Consolidated Pro Forma PL was prepared in a manner consistent with the accounting policies adopted by the Group in the Consolidated FS as of June 30, 2023.

The Consolidated Pro Forma PL for the 6 months ended June 30, 2023 gives effect to the acquisitions of the Acquired Companies as if the acquisitions had occurred on 1 January 2023.

Also, certain expense items incurred by the Group in the relevant period which are considered to be non-operational and non-recurring by nature as detailed in the notes to the tables, are reflected in the Consolidated Pro Forma PL as one-off adjustments, based on management judgment for the Group, without taking into account the Acquired Companies.

Consolidated Pro Forma PL adjustments

Normalization adjustments

Normalization adjustments are made to include the financial results of the Acquired Companies in the Group results for the relevant period.

The adjustments represent the unaudited Income Statement items for the portion of the relevant period prior to and including the month of acquisition of the companies.

The companies that were normalized and the months included in the normalization are set out below:

Entity Date of obtaining
control
Months included in
Normalization (inclusive)
1 January – 30 June 2023
Nord Group April 2023 January – March 2023
Muntenia Hospital February 2023 January 2023
Policlinica Sf. Ilie SRL March 2023 January – February 2023
Policlinica Union SRL July 2023 January – June 2023

One off adjustment

One-off adjustments represent expenses which have been included in the Group's Consolidated PL but which, in the Group's opinion, represent non-recurring and/or non-operational expenses by nature.

These expenses relate to costs incurred in relation to the acquisition of the Acquired Companies which were expensed rather than capitalized as part of the acquisition cost of the company, including also the costs of aborted or continuing acquisition processes, as well as other one-off expenses related both to as is business and acquired companies.

The one-off expenses are presented below. The amounts calculated for each of the expenses is gross of the applicable income tax.

Type of Expense Amount for H1 2023 Note
Cost of Acquisitions 1,260,702 Note A
Other costs 9,479,705 Note B
Total 10,740,407

Note A

Cost of Acquisitions includes the expenses incurred in respect of external due diligence reports on target companies covering financial, taxation and legal due diligence. The external costs of aborted acquisitions are also included, as well as annual mandatory goodwill impairment reports.

These expenses are considered non-recurrent and non-operational, as they do not relate to the operational business of the Group.

Note B

Includes other expenses considered non-recurring, such as consultancy fees and expenses with opening of three large units.

25. IMPORTANT EVENTS

Acquisitions

Completion of the acquisition of Muntenia Hospital

On 10 January 2023, MedLife Group announced the completion of the transaction to take over 99.76% of Muntenia Hospital shares, the largest hospital in Arges county, after the approval of the Competition Council. Thus, the leader of the private medical services market in Romania consolidates its medical expertise in the hospital area and reaches a network of 12 hospitals nationwide.

Completion of the acquisition of Nord Group (formerly Provita)

On 30 March 2023, MedLife announced the completion of the acquisition of a 51% stake in Nord Group (formerly Provita) after receiving approval from the Competition Council. The announcement comes five months after the new partnership was finalized.

In its 11 years of activity in the private medical services market, Nord Group has been particularly successful in Bucharest, where it is present through a multidisciplinary hospital, 5 clinics, two state-of-the-art imaging centers, a laboratory for processing a wide range of medical analyses and tests, as well as the only pain therapy training center in Central and Eastern Europe. At the end of last year, Nord Group expanded outside of the capital by opening a multidisciplinary clinic in Suceava worth 2.5 million euros, which houses an integrated Pain Therapy Center and Breast Center. In the coming months, Nord Group will launch a new private medical hospital in Bucharest.

Acquisition of Sfântul Ilie Polyclinic (acquisition of Sfanta Maria Group)

Present on the local market since 2000, Policlinica Sfântul Ilie is one of the first private clinics in Craiova. With 12 medical specialties, the clinic offers comprehensive medical services and paraclinical investigations to meet the needs of all patients, thus becoming a point of reference in medical activity at the county level. Among the medical specialties that can be accessed within the polyclinic are internal medicine, cardiology, dermatology, endocrinology, physiotherapy, occupational medicine, neurology, obstetrics-gynecology, ophthalmology, ENT, psychiatry and psychology. In 2022, the company recorded a turnover of 2.8 million lei.

Acquisition of Union Medical Clinic (acquisition of Grup Sfanta Maria)

The Union Medical Clinic has over 10 years of experience on the Cluj market and offers a diverse range of high-quality services, covering 21 medical specialties, including cardiology, dermatovenerology, diabetes and nutrition,

endocrinology, family medicine, neurology, obstetrics- gynecology, ophthalmology, orthopedics, psychiatry, psychology and urology. Being in a continuous process of evolution, the clinic integrates the latest techniques and medical devices to ensure treatment to patients at European standards. The turnover recorded by the Union Medical Clinic in 2022 amounts to 7.6 million lei.

Organic growth

MedLife Deva Hyperclinic

MedLife continued its expansion plans at the national level through organic development with the inauguration, in January 2023, of the largest medical clinic in the Municipality of Deva. The newest hyperclinic in the network of MedLife covers an area of 1,000 square meters and is the result of an investment of approximately EUR 2.7 million.

Corporate events

On 24 March 2023 was published the Convening Notice for the Annual General Meeting of Shareholders (OGMS) scheduled for 27th/28 April 2023. The following items were mainly submitted for approval to MedLife shareholders:

  • The audited annual financial statements for the year 2022, at both individual and consolidated levels
    • Discharge of liability of the Board of Directors' members
    • Budget of revenues and expenses for the year 2023, at both individual and consolidated levels
    • Extension of the financial auditor's mandate for a period of 2 years
    • Remuneration Report, subject to the consultative vote of shareholders
    • Company Remuneration Policy

The items on the agenda were fully approved during the OGMS on 27 April 27 2023.

26. SUBSEQUENT EVENTS

Corporate events

Conducting the Extraordinary General Meeting of Shareholders

On July 3, 2023, the Extraordinary General Meeting of Shareholders for 3rd/4th August, 2023 was published. Mainly, the following were submitted to the approval of MedLife shareholders:

  • Increasing the social capital
  • Amendment of the Company's Articles of Incorporation as a result of the Share Capital Increase
  • Other items on the agenda

The items on the agenda were fully approved during the AGEA meeting on August 3, 2023.

Mihail Marcu, Alina Irinoiu, CEO CFO

Declaration of management of MedLife Group

We confirm to the best of our knowledge that the Interim Consolidated Financial Statements of MedLife Group for the 6-month period ended June 30, 2023, which were prepared in accordance with the International Financial Reporting Standards as endorsed by the European Union, give a true and fair view of the consolidated financial position of the Group as at June 30, 2023, and of its consolidated financial performance and its consolidated cash flows for the 6 months period then ended.

Mihail Marcu, CEO

__________________

Alina Irinoiu, CFO

__________________

MED LIFE S.A.

FINANCIAL REPORT 1st SEMESTER 2023

WHICH INCLUDE SIMPLIFIED UNAUDITED FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30, 2023

PREPARED IN ACCORDANCE WITH ORDER OF THE MINISTRY OF PUBLIC FINANCE NO. 2844/2016 APPROVING THE ACCOUNTING REGULATIONS COMPLIANT WITH THE INTERNATIONAL FINANCIAL REPORTING STANDARDS

Name of the issuing company: Med Life S.A. Registered Office: Bucharest, 365 Calea Griviței, District 1, Romania Fax no.: 0040 374 180 470 Unique Registration Code at the National Office of Trade Registry: 8422035 Order number on the Trade Registry: J40/3709/1996 Subscribed and paid-in share capital: RON 33,217,623 Regulated market on which the issued securities are traded: Bucharest Stock Exchange

CONTENTS: PAGE:
STATEMENT OF UNAUDITED FINANCIAL POSITION 2
STATEMENT OF UNAUDITED COMPREHENSIVE INCOME 3
STATEMENT OF UNAUDITED CASH FLOWS 4
STATEMENT OF UNAUDITED CHANGES IN EQUITY 5 – 6
NOTES TO THE SIMPLIFIED UNAUDITED INDIVIDUAL FINANCIAL STATEMENTS 7 – 16

June 30, January 1,
2023 2023
ASSETS
Non-current assets
Intangible assets 15,778,839 14,665,892
Property, plant and equipment 354,447,813 342,815,667
Right-of-use asset 59,731,170 71,911,269
Other financial assets 492,939,306 413,831,251
TOTAL NON-CURRENT ASSETS 922,897,128 843,224,079
Current Assets
Inventories 13,253,045 12,513,597
Trade receivables 73,744,088 66,525,981
Loans granted to related parties 158,534,257 162,430,816
Other assets 23,116,997 18,251,900
Cash and cash equivalents 5,359,480 15,141,431
Prepayments 2,335,004 2,674,932
TOTAL CURRENT ASSETS 276,342,871 277,538,657
TOTAL ASSETS 1,199,239,999 1,120,762,736
LIABILITIES & SHAREHOLDER'S EQUITY
Non-current liabilities
Lease liability 41,825,947 50,184,177
Other long term debt - 12,651,217
Interest-bearing loans and borrowings 587,347,135 508,264,032
Deferred tax liability 19,052,772 19,052,772
TOTAL NON-CURRENT LIABILITIES 648,225,854 590,152,198
Current Liabilities
Trade and other payables 142,302,713 122,505,239
Overdraft 9,926,800 9,894,800
Current portion of lease liability 22,029,377 26,229,711
Current portion o f interest-bearing loans and
borrowings
37,588,414 31,933,045
Loans received from related parties 20,073,928 12,632,124
Current tax liabilities 97,549 980,993
Provisions 3,480,319 3,480,319
Other liabilities 16,978,128 17,677,023
TOTAL CURRENT LIABILITIES 252,477,228 225,333,254
TOTAL LIABILITIES 900,703,082 815,485,452
SHAREHOLDER'S EQUITY
Share capital and Share premium 83,504,400 83,812,556
Treasury shares (595,125) (3,219,221)
Reserves 141,003,106 141,003,106
Retained earnings 74,624,535 83,680,844
TOTAL EQUITY 298,536,916 305,277,285
TOTAL LIABILITIES AND EQUITY 1,199,239,998 1,120,762,736

CEO CFO

Mihail Marcu, Alina Irinoiu,

The accompanying notes are an integral part of the indivudual unaudited financial statements. | page 2

The English version of the individual unaudited financial statements represents a translation of the original individual unaudited financial statements issued in Romanian

language

Period ended
June 30,
Period ended
June 30,
2023 2022
Revenue from contracts with customers 317,739,936 298,295,958
Other operating revenues 2,208,983 1,412,456
Operating Income 319,948,919 299,708,414
Consumable materials and repair
materials
(43,840,277) (42,387,972)
Third party expenses (119,168,819) (101,208,036)
Salary and related expenses (92,217,659) (83,950,244)
Social contributions (3,462,075) (2,971,649)
Depreciation and amortisation (30,283,088) (26,180,987)
Impairment losses and gains (including
reversals of impairment losses)
(1,002,300) -
Other operating expenses (23,641,842) (23,344,075)
Operating expenses (313,616,059) (280,042,964)
Operating Profit 6,332,860 19,665,450
Finance income 4,439,097 2,337,813
Finance cost (17,430,816) (8,095,758)
Other financial expenses (2,397,449) (702,753)
Financial result (15,389,168) (6,460,698)
Result Before Taxes (9,056,309) 13,204,753
Income tax expense - (993,685)
Net Result (9,056,309) 12,211,068
Other comprehensive income items
that will not be reclassified to profit
or loss
TOTAL OTHER COMPREHENSIVE
INCOME
- -
TOTAL COMPREHENSIVE INCOME (9,056,309) 12,211,068

Mihail Marcu, Alina Irinoiu, CEO CFO

Period ended
June 30,
Period ended
June 30,
2023 2022
Net profit before taxes (9,056,309) 13,204,753
Adjustments for
Depreciation and amortisation 30,283,088 26,180,987
Interest expense 17,430,816 8,095,758
Allowance for doubtful debts and receivables written-off 1,002,300 -
Other non-monetary gains (1,498,500) (1,304,298)
Unrealised exchange loss 2,397,449 702,753
Interest revenue (4,439,097) (2,337,813)
Operating cash flow before working capital changes 36,119,747 44,542,140
Decrease / (increase) in accounts receivable (8,646,407) (7,092,634)
Decrease / (increase) in inventories (739,448) (1,371,752)
Decrease / (increase) in prepayments 339,928 (410,901)
Increase / (decrease) in accounts payable 5,031,211 17,477,033
Cash generated from working capital changes (4,014,716) 8,601,746
Cash generated from operations 32,105,032 53,143,886
Income tax paid (883,444) (1,037,629)
Interest received - -
Interest paid (10,922,329) (6,172,227)
Net cash from operating activities 20,299,259 45,934,030
Purchase of investments (75,774,118) (85,438,665)
Purchase of intangible assets (3,722,497) (2,634,148)
Purchase of property, plant and equipment (26,680,977) (33,363,746)
Loans granted to Group companies 4,223,957 (6,568,679)
Net cash used in investing activities (101,953,635) (128,005,238)
Payment of loans (15,851,650) (16,416,002)
Lease payments (13,184,394) (11,721,228)
Proceeds from loans 93,868,614 93,437,811
Payments for purchase of treasury shares (401,949) (6,234,651)
Decrease in loans granted to group companies 7,441,804 6,919
Net cash from financing activities 71,872,425 59,072,849
Net change in cash and cash equivalents (9,781,951) (22,998,359)
Cash and cash equivalents beginning of the year 15,141,431 38,629,900
Cash and cash equivalents end of the year 5,359,480 15,631,541

CEO CFO

Mihail Marcu, Alina Irinoiu,

The accompanying notes are an integral part of the indivudual unaudited financial statements. | page 4

The English version of the individual unaudited financial statements represents a translation of the original individual unaudited financial statements issued in Romanian language

MED LIFE S.A. STATEMENTS OF UNAUDITED CHANGES IN EQUITY FOR THE PERIOD ENDED JUNE 30, 2023 (all amounts are expressed in RON, unless otherwise specified)

Share Capital Treasury
shares
Share
premium
General
reserves and
other reserves
Revaluation
Reserve
Accumulated
Results
Total Equity
Balance at 1 January 2023 33,217,623 (3,219,221) 50,594,933 34,538,597 106,464,509 83,680,844 305,277,284
Profit/(loss) of the period - - - - - (9,056,309) (9,056,309)
Total comprehensive income - - - - - (9,056,309) (9,056,309)
Increase from own shares acquisition - (401,948) - - - - (401,948)
Net release of own shares used for acquiring additional NC I - 3,026,045 - - - - 3,026,045
Increase in premiums due to difference between fair value and cost of
own shares when the exchange was made
- - (308,156) - - - (308,156)
Balance as at June 30, 2023 33,217,623 (595,125) 50,286,777 34,538,597 106,464,509 74,624,535 298,536,916

Mihail Marcu, Alina Irinoiu, CEO CFO

Share Capital Treasury
shares
Share
premium
General
reserves and
other reserves
Revaluation
Reserve
Accumulated
Results
Total Equity
Balance at January 1, 2022 33,217,623 (4,015,977) 49,177,468 34,538,597 66,588,874 80,073,849 259,580,434
Profit/(loss) of the period - - - - - 12,211,068 12,211,068
Total comprehensive income 12,211,068 12,211,068
Increase from own shares acquisition - (6,234,573) - - - - (6,234,573)
Net release of own shares used for acquiring additional NC I - 8,684,431 - - - - 8,684,431
Increase in premiums due to difference between fair value and cost of
own shares when the exchange was made
- - 1,417,465 - - - 1,417,465
Balance as at June 30, 2022 33,217,623 (1,566,119) 50,594,933 34,538,597 66,588,874 92,284,917 275,658,825

Mihail Marcu, Alina Irinoiu, CEO CFO

1. DESCRIPTION OF THE BUSINESS

Med Life S.A. ("Med Life" or the "Company") is a joint-stock company incorporated in 1996, in accordance with the laws and regulations of Romania. The Company's activity resides in the performance of healthcare services activities through medical centres located in Bucharest, Cluj, Braila, Timisoara, Iasi, Galati, Ploiesti, Constanta and Targu Mures.

Med Life is one of the leading health care services providers in Romania, having a significant market share at a national level. The registered office of Med Life is located in Bucharest, Calea Grivitei, no. 365. The ultimate parent of the Med Life Group is Med Life SA.

2. ACCOUNTING PRINCIPLES, POLICIES AND METHODS

The accounting policies applied in these simplified unaudited individual financial statements are the same as those applied in the Company's individual financial statements as of and for the financial year ended on December 31, 2022.

This financial report must be read together with the last individual annual financial statements of the Company as of and for the financial year ended on December 31, 2022, which includes all the necessary information for a complete set of financial statements prepared in accordance with International Financial Reporting Standards (IFRS) adopted by the European Union. However, certain explanatory notes are included to explain events and transactions that are significant for understanding the changes in the Company's financial position and performance compared to the last annual financial statements.

3. BASIS OF PREPARATION OF FINANCIAL STATEMENTS

3.1 Declaration of Conformity

The individual financial statements ("financial statements") of the Company have been prepared in accordance with the provisions of Ministry of Finance Order no. 2844/2016 approving the accounting regulations compliant with the International Financial Reporting Standards, with all subsequent modifications and clarifications as well as in accordance with the International Financial Reporting Standards (IFRS) adopted by the European Union (EU).

The Company also prepares consolidated financial statements in accordance with IFRS as endorsed by the EU, which are available on the Company's website.

The accounting policies applied in these financial statements are the same as those applied in the Company's annual individual financial statements as at and for the year ended 31 December 2022.

The financial year corresponds to the calendar year.

3.2 Basis of preparation

The financial statements of the Company are presented in RON ("Romanian Leu"), using going concern principles. All values are rounded to the nearest two decimals. The financial statements have been prepared on the historical cost basis, except for certain items that have been measured at fair value, such as certain non-current assets and financial instruments, as presented in the notes to the financial statements.

The Company maintains the accounting books in accordance with the Regulations on Accounting and Reporting issued by the Ministry of Finance in Romania.

3.3 Going concern

These financial statements have been prepared on a going concern basis, which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business. The Company will continue its activity according to the normal course of business in the foreseeable future without encountering the impossibility of continuing its activity or without the significant decrease of its activity.

Based on the Company's current financial position and the modelled scenarios, the directors have concluded that the Company has sufficient liquidity to meet all its obligations for at least the twelve months from the date of this report and the directors considered it appropriate to adopt the going concern basis of accounting in preparing the financial statements.

3.4 Significant judgements, estimates and assumptions

The preparation of the financial statements in accordance with IFRS requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities as of the date of the balance sheet and revenue and expenses for the period.

When preparing these simplified unaudited individual financial statements, the Company's judgements, estimates and significant assumptions are the same as those applied in the audited individual financial statements as of and for the financial year ended December 31, 2022.

The accompanying notes are an integral part of the indivudual unaudited financial statements. | page 7

The English version of the individual unaudited financial statements represents a translation of the original individual unaudited financial statements issued in Romanian

language

3.5 Foreign currency and translation

Presentation currency

These financial statements are presented in Romanian Leu ("RON"), which is the currency of the primary economic environment in which the Company operates (its "functional currency").

The exchange rates as announced by the National Bank of Romania on June 30, 2023 were RON 4.9634 for EUR 1 (December 31, 2022: RON 4.9474 for EUR 1), respectively 1.3371 for HUF 100 (December 31, 2022: RON 1.2354 for 100 HUF).

The average exchange rates for the period of 6 months 2023 were RON 4.9335 for 1 EUR (6 months 2022: RON 4,9455 for 1 EUR), respectively RON 1.2965 for 100 HUF (63 months 2022: RON 1.3206 for 100 HUF).

Translation of foreign currencies

Transactions in foreign currencies are translated to the respective functional currency of the Company at the exchange rate ruling at the time of the transaction. Foreign currency monetary assets and liabilities are retranslated into the functional currency at rates of exchange ruling at the reporting date. The foreign exchange differences arising on these translations are recognised as other financial income/expense in the income statement.

4. FINANCIAL ASSETS

The Company holds significant investments in other companies.

June 30 January, 1
Carrying amount 2023 2023
Cost of investments in other companies 477,378,157 398,886,091
Long-term loans granted to group companies 13,435,584 13,129,180
Other financial assets 2,125,565 1,815,980
TOTAL 492,939,306 413,831,251

The following table includes the list of Med Life subsidiaries as well as entities that are indirectly controlled, as follows:

No. Entity Main activity Location 30 June
2023
1 January
2023
1 Policlinica de Diagnostic Medical Services Brasov, Romania 83% 83%
2
3
Rapid SA
Medapt SRL (indirect)
Histo SRL (indirect)
Medical Services
Medical Services
Brasov, Romania
Brasov, Romania
83%
49.8%
83%
49.8%
4 Policlinica de Diagnostic
Rapid Medis SRL (indirect)*
Medical Services Sfantu Gheorghe,
Romania
66.4% 66.4%
5 Bahtco Invest SA Development of building
projects
Bucharest, Romania 100% 100%
6 Med Life Ocupational SRL Medical Services
Distribution of
Bucharest, Romania 100% 100%
7 Pharmalife-Med SRL Pharmaceutical Products in
specialised stores
Bucharest, Romania 100% 100%
8 Med Life Broker de
Asigurare si Reasigurare
SRL
Insurance broker Bucharest, Romania 99% 99%
9 Accipiens SA Rental activities Arad, Romania 83% 83%
10 Genesys Medical Clinic SRL
(indirect)*
Medical Services Arad, Romania 83% 83%
11 Bactro SRL (indirect)* Medical Services Deva, Romania 83% 83%
12 Transilvania Imagistica SA
(indirect)*
Medical Services Oradea, Romania 83% 83%
13 Biofarm Farmec SRL
(indirect)*
Distribution of
Pharmaceutical Products in
specialised stores
Arad, Romania 100% 100%
14 RUR Medical SA (indirect)* Medical Services Brasov, Romania 83% 83%
15 Biotest Med SRL Medical Services Bucharest, Romania 100% 100%
16 Vital Test SRL Medical Services Iasi, Romania 100% 100%
17 Centrul Medical Sama SA Medical Services C raiova, Romania 90% 90%
18 Ultratest SA (direct si
indirect)*
Medical Services C raiova, Romania 92% 92%
19 Diamed Center SRL Medical Services Bucharest, Romania 100% 100%
20 Prima Medical SRL Medical Services C raiova, Romania 100% 100%
21 Stem Cells Bank SA Medical Services Timisoara, Romania 100% 100%
22
23
Dent Estet Clinic SA**
Green Dental Clinic SRL
Dental healthcare
Dental healthcare
Bucharest, Romania
Bucharest, Romania
65%
33.2%
60%
31%
(indirect)*
Dentist 4 Kids SRL
24 (indirect)* Dental healthcare Bucharest, Romania 65% 60%
25 Dent A Porter SRL
(indirect)*
Dental healthcare Bucharest, Romania 33.5% 31%
26 Dentestet Kids SRL
(indirect)*
Dental healthcare Bucharest, Romania 34.4% 32%
27 Aspen Laborator Dentar
SRL (indirect)*
Dental healthcare Bucharest, Romania 48.8% 45%
28 Centrul Medical Panduri SA Medical Services Bucharest, Romania 100% 100%
29 Almina Trading SA Medical Services Targoviste, Romania 90% 90%
30 Anima Specialty Medical
Services SRL
Medical Services Bucharest, Romania 100% 100%
31 Anima Promovare si
Vanzari SRL (indirect)*
Medical Services Bucharest, Romania 100% 100%
32 Valdi Medica SA Medical Services Cluj, Romania 55% 55%
33 Clinica Polisano SRL Medical Services Sibiu, Romania 100% 100%
34 Solomed Clinic SA Medical Services Pitesti, Romania 80% 80%
35 Solomed Plus SRL
(indirect)*
Medical Services Pitesti, Romania 80% 80%

The accompanying notes are an integral part of the indivudual unaudited financial statements. | page 9

The English version of the individual unaudited financial statements represents a translation of the original individual unaudited financial statements issued in Romanian

No. Entity Main activity Location 30 June
2023
1 January
2023
36 Ghencea Medical Center
S A
Medical Services Bucharest, Romania 100% 100%
37
38
Sfatul medicului SRL
RMC Dentart (indirect)*
Medical Platform
Dental healthcare
Bucharest, Romania
Budapesta, Ungaria
100%
81.3%
100%
81.3%
39 RMC Medical (indirect)* Medical Services Budapesta, Ungaria 81.3% 81.3%
40 RMC Medlife Holding Budapesta, Ungaria 81.3% 81.3%
41 Badea Medical SRL Medical Services Cluj, Romania 65% 65%
42 Oncoteam Diagnostic SA
Centrul medical
Medical Services Bucharest, Romania
Piatra Neamt,
79% 79%
43 Micromedica SRL Medical Services Romania 100% 100%
44 Micromedica Targu Neamt
SRL (indirect)*
Medical Services Targu Neamt,
Romania
100% 100%
45 Micromedica Bacau SRL
(indirect)*
Medical Services Bacau, Romania 100% 100%
46 Micromedica Roman SRL
(indirect)*
Medical Services Roman, Romania 100% 100%
47 Medrix Center SRL
(indirect)*
Medical Services Roznov, Romania 100% 100%
48 Spitalul Lotus SRL
Labor Maricor SRL
Medical Services Ploiesti, Romania 100% 100%
49 (indirect)* Medical Services Bacau, Romania 100% 100%
50 Centrul Medical Matei
Basarab SRL (indirect)*
Medical Services Bucharest, Romania 100% 100%
51 Pharmachem Distributie
SRL
Distribution of
Pharmaceutical Products
Distribution of
Bucharest, Romania 75% 75%
52 CED Pharma SRL
(indirect)*
Pharmaceutical Products in
specialised stores
Bucharest, Romania 100% 100%
53 Leti Pharm 2000 SRL
(indirect)*
Distribution of
Pharmaceutical Products in
specialised stores
Bucharest, Romania 100% 100%
54 Monix Pharm SRL
(indirect)*
Distribution of
Pharmaceutical Products in
specialised stores
Bucharest, Romania 100% 100%
55
56
KronDent SRL (indirect)*
Medica SA
Dental healthcare
Medical Services
Brasov, Romania
Sibiu, Romania
39%
60%
36%
60%
57 Dent Estet Ploiesti SRL Dental healthcare Ploiesti, Romania 33.2% 30.6%
58 (indirect)*
The Lab Stomestet SRL
Dental healthcare Cluj, Romania 39% 36%
59 (indirect)
Stomestet SRL (indirect)
Dental healthcare Cluj, Romania 39% 36%
60 Stomestet Plus SRL
(indirect)*
Dental healthcare Cluj, Romania 39% 36%
61 Costea Digital Dental SRL
(indirect)*
Dental healthcare Oradea, Romania 38% 36%
62 Expert Med Centrul Medical
Irina (indirect)*
Medical Services Galati, Romania 76% 76%
63 MNT Healthcare Europe
SRL
Medical Services Ilfov, Romania 50% 50%
64 MNT Asset Management
SRL (indirect)*
Holding Bucharest, Romania 50% 50%
65 Clinica Life-Med SRL
(indirect)*
Medical Services Bucharest, Romania 100% 100%
66 Pro Life Clinics SRL
(indirect)*
Medical Services Iasi, Romania 60% 60%
67 Onco Card SRL (indirect)* Medical Services Brasov, Romania 83% 83%
68 Onco Card Invest SRL
(indirect)*
Holding Brasov, Romania 83% 83%
69 Tomorad Expert SRL
(indirect)*
Medical Services Sfantu Gheorghe,
Romania
66.4% 66.4%
70 IT Repair SRL (indirect)* Medical Services Targu Mures,
Romania
49.8% 49.8%

The accompanying notes are an integral part of the indivudual unaudited financial statements. | page 10 The English version of the individual unaudited financial statements represents a translation of the original individual unaudited financial statements issued in Romanian

language

No. Entity Main activity Location 30 June
2023
1 January
2023
71
72
73
Medici's SRL
Micro-Medic SRL
Sweat Concept One SRL
Medical Services
Medical Services
Wellness
Timisoara, Romania
Timisoara, Romania
Bucharest, Romania
80%
80%
60%
80%
80%
60%
74 OptiC ristal Consult SRL
(indirect)*
Medical Services Brasov, Romania 49.8% 49.8%
75 Alinora Optimex SRL
(indirect)*
Medical Services Brasov, Romania 49.8% 49.8%
76
77
Medicris SRL (indirect)
Triamed SRL (indirect)
Medical Services
Medical Services
Oradea, Romania
Oradea, Romania
83%
83%
83%
83%
78 SC M-Profilaxis SRL
(indirect)*
Medical Services Timisoara, Romania 80% 80%
79 VitaCare Flav SRL
(indirect)*
Medical Services Pitesti, Romania 80% 80%
80 Dent Estet Genesys SRL
(indirect)*
Medical Services Arad, Romania 73.8% 71.3%
81 Aspire Dental SRL
(indirect)*
Dental healthcare Bucharest, Romania 65% 60%
82 Sanopass SA Medical Platform Targoviste, Romania 62.5% 51%
83 Muntenia Medical
Competences S.A. *
Medical Services Pitesti, Romania 79.8% 0%
84 Bios Diagnostic Medical
Services SRL *
Medical Services Bucharest, Romania 51% 0%
85 Centrul de Diagnostic si
Tratament Provita S.A.
Medical Services Bucharest, Romania 51% 0%
86 Medical City Blue SRL * Medical Services Bucharest, Romania 51% 0%
87 Laborator Cuza Voda SRL * Medical Services Bucharest, Romania 51% 0%
88
89
90
Provita Pain Clinic SA
Policlinica Sf. Ilie SRL

Policlinica Union SRL*
Medical Services
Medical Services
Medical Services
Suceava, Romania
C raiova, Romania
Cluj, Romania
35.7%
100%
51%
0%
0%
0%

*These companies are subsidiaries of other subsidiaries in the Group and are included in the consolidation, as they are controlled by the entities which are subsidiaries of the ultimate parent.

**The ownership held in Dent Estet Clinic SA has increased with 5%, from 60% to 65% as of January 2023.

Long-term loans granted to other Group companies

As of June 30, 2023, the Company presents long-term loans granted to Bahtco Invest SA and Medlife Ocupational SRL.

Other financial assets

Other financial assets represent mainly rent deposits with a maturity longer than one year.

5. INTANGIBLE ASSETS AND PROPERTY, PLANT AND EQUIPMENT

June 30 January, 1
2023 2023
Gross book value 624,713,574 594,522,690
Accumulated depreciation (254,486,922) (237,041,133)
Net book value 370,226,652 357,481,557

6. INVENTORIES

June 30 January, 1
2023 2023
Consumables 12,847,533 12,174,959
Materials in the form of inventory items 404,893 337,718
Inventory in transit 619 920
TOTAL 13,253,045 12,513,597

The accompanying notes are an integral part of the indivudual unaudited financial statements. | page 11

The English version of the individual unaudited financial statements represents a translation of the original individual unaudited financial statements issued in Romanian language

7. TRADE RECEIVABLES

June 30 January, 1
2023 2023
Customers 102,058,796 93,838,389
Advances to suppliers - -
Allowance for bad debt (28,314,708) (27,312,408)
TOTAL 73,744,088 66,525,981

Credit risk for MedLife primarily relates to trade receivables in the ordinary course of business. Customers' compliance with agreed credit terms is monitored regularly and closely. Where payments are delayed by customers, steps are taken to restrict access to services or contracts are terminated.

Certain customers, which are public or quasi-public institutions, or subsidiaries of MedLife, may have longer payment terms and services may continue to be delivered when amounts are overdue, based on management's assessment of a lower credit risk.

The average receivable period for the services offered is 95 days. There is no interest on commercial receivables within the first 95 days from the date of issue of the invoice, which also represents the average contractual term.

The carrying amount of financial assets, measured at amortised cost, represents the maximum credit exposure. There are no credit enhancements or collateral held that would offset such amounts. As the customer base of the Company is very diverse, there are generally no large concentrations of credit risk.

8. CASH AND CASH EQUIVALENTS

June 30 January, 1
2023 2023
Cash in bank 3,864,899 14,149,971
Cash in hand 872,710 556,456
Cash equivalents 621,871 435,004
TOTAL 5,359,480 15,141,431

9. PREPAYMENTS

As of June 30, 2023 the Company has prepayments in amount of RON 2,335,004 (RON 2,674,932 as of January 1, 2023). The prepayments balance as of June 30, 2023 consists mainly of deferred commissions for financing related to the Club loan for undrawn facilities and amounts such as insurance policies for professionals and tangible assets.

10. TRADE AND OTHER PAYABLE

June 30 January, 1
2023 2023
Suppliers 118,110,306 105,588,173
Fixed assets suppliers 20,078,778 14,431,608
Contract liability 4,113,629 2,485,458
TOTAL 142,302,713 122,505,239

11. OTHER LIABILITIES

June 30 January, 1
2023 2023
Salary and related liabilities (incl. contributions) 13,047,845 13,672,405
Other liabilities 3,930,283 4,004,618
TOTAL 16,978,128 17,677,023

12. LEASES

June 30 January, 1
2023 2023
Non-current portion of lease liability 41,825,947 50,184,177
Current portion of lease liability 22,029,377 26,229,711
TOTAL 63,855,324 76,413,888

The accompanying notes are an integral part of the indivudual unaudited financial statements. | page 12

The English version of the individual unaudited financial statements represents a translation of the original individual unaudited financial statements issued in Romanian

13. FINANCIAL DEBT

June 30
2023
January, 1
2023
Current portion of interest-bearing loans and borrowings
Non-current portion of interest-bearing loans and
borrowings
37,588,414 31,933,045
587,347,135 508,264,032
TOTAL 624,935,549 540,197,077

As at June 30, 2023, the Company's drawn and undrawn financing facilities also included the following:

  • a guaranteed overdraft facility between Garanti Bank S.A. and Med Life S.A., the amount drawn on June 30, 2023, is of RON 9,926,800;

The closing balance of the syndicated loan is 620,361,637 RON as of June 30th , 2023.

The interest rate for each loan for each interest period is the rate per year that is the sum of the applicable margin and depending on the currency of each loan, EURIBOR 6M for the amounts in EUR or ROBOR 6M for the amounts in RON.

As at June 30, 2023 the Company was not in breach of any applicable term of the financing facilities.

14. SHARE CAPITAL AND SHARE PREMIUM

The issued share capital in nominal terms consists of 132,870,492 ordinary shares as at 30 June 2023 (1 January 2023: 132,870,492) with a nominal value of RON 0.25 per share. The holders of ordinary shares are entitled to one vote per share in the shareholders' meetings of the Company, except for the treasury shares bought back by the Company as part of the share buy-back program. All shares rank equally and confer equal rights to the net assets of the Company, except for treasury shares.

June 30, January 1,
2023 2023
Share capital 33,217,623 33,217,623
Share premium 50,286,777 50,594,933
TOTAL 83,504,400 83,812,556
Number of shares % Value
Legal entities 72,393,574 54.48% 18,098,394
Marcu Mihail 19,932,307 15.00% 4,983,077
C ristescu Mihaela Gabriela 18,660,690 14.04% 4,665,173
Marcu Nicolae 13,835,400 10.41% 3,458,850
Others 8,048,521 6.06% 2,012,130
TOTAL 132,870,492 100.00% 33,217,623

15. RESERVES

The structure of the Company's reserves is presented below:

June 30 January, 1
2023 2023
General reserves 6,643,525 6,643,525
Other reserves 27,895,072 27,895,072
Revaluation reserves 106,464,509 106,464,509
TOTAL 141,003,106 141,003,106

16. REVENUE FROM CONTRACTS WITH CUSTOMERS

Turnover for the 6 months period ended June 30, 2023 was RON 317,739,936 (6 months ended June 30, 2022: RON 298,295,958) and consists of medical services, including revenues from prevention packages of corporate customers and fees for services rendered within Med Life's clinics and various hospitals within Romania. The Company's revenues are generated in Romania.

17. OTHER OPERATING REVENUES

6 months 2023 6 months 2022
Other operating revenues 710,483 108,158
Capitalized cost of intangible assets 1,498,500 1,304,298
TOTAL 2,208,983 1,412,456

The accompanying notes are an integral part of the indivudual unaudited financial statements. | page 13

The English version of the individual unaudited financial statements represents a translation of the original individual unaudited financial statements issued in Romanian

18. OTHER OPERATING EXPENSES

6 months 2023 6 months 2022
Utilities 4,419,304 4,373,183
Repairs maintenance 2,423,076 2,875,114
Rent 2,059,733 3,084,395
Insurance premiums 1,167,675 1,192,354
Promotion expense 8,178,102 6,953,127
Communications 1,249,567 1,084,927
Other administration and operating expenses 4,144,385 3,780,975
TOTAL 23,641,842 23,344,075

19. FINANCIAL NET RESULT

6 months 2023 6 months 2022
Loss from foreign exchange rate impact
(2,397,449) (702,753)
Finance cost (16,214,238) (7,225,262)
Bank commissions (1,216,578) (870,496)
Interest income 4,439,097 2,337,813
FINANCIAL NET LOSS (15,389,168) (6,460,698)

20. FINANCIAL ANALYSIS

Analysis of the Profit and Loss Statement

Sales for the 6-month period ended on June 30, 2023, amounted to 317,739,936 RON, an increase of 6.5% compared to sales recorded in the first 6 months of 2022. The variation in sales is due to the price increase carried out at the end of 2022 and also to increase in volumes.

Other operating revenues showed a growth of 56.4% in the first 6 months of 2023 compared to the same period in 2022, reaching 2,208,983 RON as of June 30, 2023.

Operating expenses include fixed and variable costs, as well as the cost of goods sold and materials used in providing medical services. Med Life S.A. recorded operating expenses of 313,616,059 RON in the first 6 months of 2023, representing a 12% increase or 33,573,096 RON, compared to the first 6 months of 2022. The most significant variation is due to the rise in third-party expenses, amounting to 17,960,783 lei. These expenses pertain to services provided by collaborating doctors, services offered by entities within the group, etc.

Operating profit experienced a decline of 67.8% in the first 6 months of 2023 compared to the same period in 2022, dropping from 19,665,450 RON in the first 6 months of 2022 to 6,332,860 RON in the first 6 months of 2023. Financial loss increased in the first 6 months of 2023 by 8,928,470 RON, rising from 6,460,698 RON in the same period of 2022 to 15,389,168 RON in the first 6 months of 2023. This increase was primarily driven by the financing cost, considering the expansion of the approved additional credit limit in December 2022 and the movement in interest rates.

Consequently, the net result dropped by 21,267,376 RON in the first 6 months of 2023, changing from a profit of 12,211,068 RON in the first 6 months of 2022 to a loss of 9,056,309 RON in the first 6 months of 2023.

Analysis of Balance Sheet Accounts

Fixed assets amounted to 922,897,128 RON as of June 30, 2023, marking a 9.4% increase compared to January 1, 2023. This variation is due to the growth of other financial assets, reflecting the new investment in acquired companies.

Current assets did not exhibit significant changes as of June 30, 2023, compared to January 1, 2023.

Current liabilities (excluding interest-bearing liabilities) increased by 25,656,939 RON, or 16.3%, from 157,275,698 RON on January 1, 2023, to 182,932,637 RON on June 30, 2023. This increase is mainly influenced by the rise in trade payables.

Interest-bearing liabilities increased by 72,211,908 RON, rising from 626,505,765 RON on January 1, 2023, to 698,717,673 RON on June 30, 2023. This growth is due to the loan withdrawals made to finance company acquisitions and investments in medical equipment.

The accompanying notes are an integral part of the indivudual unaudited financial statements. | page 14

The English version of the individual unaudited financial statements represents a translation of the original individual unaudited financial statements issued in Romanian language

21. MAIN FINANCIAL RATIOS PERIOD ENDED AT JUNE 30, 2023

Period ended at
Current ratio June 30, 2023
Current assets 276,342,871
=
1.09
Current liabilities 252,477,228
Debt to equity ratio Period ended at
June 30, 2023
Long Term Debt 629,173,082
=
211%
Equity 298,536,916
Long Term Debt 629,173,082
=
68%
Capital Assets 927,709,998
Period ended at
Trade receivables turnover (days) June 30, 2023
Average receivables 70,135,035
=
39.73
Sales 317,739,936
Period ended at
Fixed assets turnover June 30, 2023
Sales 317,739,936
=
0.34

Net Fixed Assets 922,897,128

22. EBITDA EVOLUTION

Period ended
June 30,
Period ended
June 30,
Variation
2023/2022
2023 2022
Revenue from contracts with
customers 317,739,936 298,295,958 6.5%
Other operating revenues
Operating Income
2,208,983 1,412,456 56.4%
319,948,919 299,708,414 6.8%
Operating expenses (313,616,059) (280,042,964) 12.0%
Operating Profit 6,332,860 19,665,450 -67.8%
EBITDA 36,615,947 45,846,438 -20.1%
Finance cost (17,430,816) (8,095,758) 115.3%
Other financial expenses (2,397,449) (702,753) 241.2%
Finance income 4,439,097 2,337,813 89.9%
Financial result (15,389,168) (6,460,698) 138.2%
Result Before Taxes (9,056,309) 13,204,753 -168.6%
Income tax expense - (993,685) -100.0%
Net Result (9,056,309) 12,211,068 -174.2%

23. IMPORTANT EVENTS

Acquisitions

Completion of the acquisition of Nord Group (formerly Provita) On 30 March 2023, MedLife announced the completion of the acquisition of a 51% stake in Nord Group (formerly Provita) after receiving approval from the Competition Council. The announcement comes five months after the new partnership was finalized.

The accompanying notes are an integral part of the indivudual unaudited financial statements. | page 15 The English version of the individual unaudited financial statements represents a translation of the original individual unaudited financial statements issued in Romanian

In its 11 years of activity in the private medical services market, Nord Group has been particularly successful in Bucharest, where it is present through a multidisciplinary hospital, 5 clinics, two state-of-the-art imaging centers, a laboratory for processing a wide range of medical analyses and tests, as well as the only pain therapy training center in Central and Eastern Europe. At the end of last year, Nord Group expanded outside of the capital by opening a multidisciplinary clinic in Suceava worth 2.5 million euros, which houses an integrated Pain Therapy Center and Breast Center. In the coming months, Nord Group will launch a new private medical hospital in Bucharest.

Corporate events

Convening of Annual GMS

On 24 March 2023 was published the Convening Notice for the Annual General Meeting of Shareholders (OGMS) scheduled for 27th/28 April 2023. The following items were mainly submitted for approval to MedLife shareholders:

•The audited annual financial statements for the year 2022, at both individual and consolidated levels

•Discharge of liability of the Board of Directors' members

  • •Budget of revenues and expenses for the year 2023, at both individual and consolidated levels
  • •Extension of the financial auditor's mandate for a period of 2 years

• Remuneration Report, subject to the consultative vote of shareholders

•Company Remuneration Policy

The items on the agenda were fully approved during the OGMS on 27 April 27 2023.

24. IMPORTANT SUBSEQUENT EVENTS

Corporate events

Conducting the Extraordinary General Meeting of Shareholders

On July 3, 2023, the Extraordinary General Meeting of Shareholders for 3 rd/4th August, 2023 was published. Mainly, the following were submitted to the approval of MedLife shareholders:

  • Increasing the social capital
  • Amendment of the Company's Articles of Incorporation as a result of the Share Capital Increase
  • Other items on the agenda

The items on the agenda were fully approved during the AGEA meeting on August 3, 2023.

Mihail Marcu, Alina Irinoiu, CEO CFO

Declaration of management of Med Life SA

We confirm to the best of our knowledge that the Interim Separate Financial Statements of Med Life SA (the Company) for the 6-month period ended June 30, 2023, which were prepared in accordance with the Order of the Minister of Public Finance no. 2844/2016, approving the accounting regulations compliant with the International Financial Reporting Standards, with all subsequent modifications and clarifications, give a true and fair view of the financial position of the Company as at June 30, 2023, and of its financial performance and its cash flows for the 6 months period then ended.

Mihail Marcu, CEO

__________________

Alina Irinoiu, CFO

__________________

Talk to a Data Expert

Have a question? We'll get back to you promptly.