Annual Report • Apr 13, 2016
Annual Report
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ATHENS MEDICAL CENTER S.A.
ANNUAL FINANCIAL REPORT ( 1 January – 31 December 2015) According to L. 3556/2007 article 4
ATHENS MEDICAL CENTER S.A. General Commercial Registry: 356301000 Reg. no. 13782/06/B/86/06 5-7 Distomou Str.
| Page | |
|---|---|
| Statements of the Board of Directors' Members | 3 |
| Report of the Board of Directors | 4 - 28 |
| Supplementary and explanatory Report of the Board of Directors | 29 - 31 |
| Financial Statement of the Independent Auditor | 32 - 33 |
| Annual Financial Statement | 34 - 102 |
The members of the Board of Directors of «ATHENS MEDICAL CENTER S.A.» a) George V. Apostolopoulos, President of the BoD. b) Vassilios G. Apostolopoulos, CEO and c) Christos G. Apostolopoulos, Vice President, declare that as far as we know:
a. The annual Financial Statement for the year 2015 of Parent Company and Group, which were drawn up in accordance with prevailing Accounting Standards, reflect in a true manner the assets and liabilities, equity and results of «ATHENS MEDICAL CENTER S.A.», as well as of the companies included in the consolidation, taken as a whole, and
b. The annual report of the Board of Directors, presents fairly the development, the performance and the position of «ATHENS MEDICAL CENTER S.A.» as well as of the companies included in the consolidation, taken as a whole, including the description of the main risks and uncertainties encountered.
Maroussi, 29/03/2016
THE PRESIDENT OF THE B.O.D. THE CEO THE VICE PRESIDENT
ID AK 038305 ID Ξ 350622 ID Ρ 519481
G.V. APOSTOLOPOULOS V.G. APOSTOLOPOULOS CH.G. APOSTOLOPOULOS
Dear Shareholders,
Pursuant to the provisions of Codified Law 2190/1920 article 43a, article 108 par. 3 and article 135 par. 2, as they are valid today, the provisions of law 3556/2007 article 4 paragraphs 2(c), 6, 7 and 8, the decision of the Hellenic Capital Market Commission 7/448/11.10.2007 and the Company's Articles of Association, we hereby submit the Board of Directors' Annual Report for the corporate year from 01/01/2015 to 31/12/2015, which was prepared and is in line with the relevant provisions of Law 3556/2007 (Government Gazette 91A/30.4.2007) and the relevant executive decisions issued by the Hellenic Capital Market Commission.
This report describes the financial information for the Group and the Company for the financial year 01/01/2015 – 31/12/2015, the significant events during the period and their impact on the annual individual and consolidated Financial Statements. There is, also, an description of the main risks and uncertainties the Company is likely to face during the financial year 01/01/2016 – 31/12/2016 and the important transactions concluded between the Company and its affiliated entities.
Additionally, we are honoured to submit to you for approval the financial statements of the Company and the Group, according to the International Financial Reporting Standards for the year 01.01.2015 - 31.12.2015 and we kindly ask you to release the BoD and the auditors of any responsibility to provide compensation for the above year. The Financial Statements consist of the Balance Sheet, the Income Statement, the Cash Flow Statement and the Statement of Changes in Equity, as well as the notes to the financial statements, which are an inseparable part of the Financial Statements.
Year 2015 was a very difficult year for the Greek State and is public knowledge the hard economic and social environment, in which our Group operates. Especially the instability caused by the three election debates as well as the great uncertainty of the first seven months involved in the negotiations with the creditors, the uncertain result of this in combination with stagnation in solving basic problems, created an unstable economic environment, which affected many sectors of the economy. The last four months the crisis repercussions have decreased and as a consequence economy had lower depression rates than expected, resulting to a low level stability.
As expected the health service sector, in which Athens Medical Group operates was affected as well, resulting in another difficult year (2015) for the private health care service. The continuous economic crisis, the lack of stable prospective, the consumer's low level of available income, seriously affect the demand for health care services. But we have to point out that the private insurance company's sector, a privileged customer of private clinics, reported a minor increase in life and health insurance sector. This fact in combination with the Group's growth policy, helped to the revenue increase from this specific sector.
The repercussions caused by the policy of the main public insurance fund, EOPYY, in private health care sector, which focuses on the pending issue of signing the provision of services agreement, the application of rebate and clawback, the pending payments, are significant.
We point out that the low level budget for private clinics for year 2015 was similar to the one of 2014, which we note, was lower by 13% compared to the one of year 2014. This resulted in the continuous application of rebate and clawback to the contractual health care service providers, resulting in a great economic charge like previous years 2013, 2014.
4
Regarding the cash flow liquidity issue, during year 2015, all Group's current liabilities (payroll, insurance contributions, taxes, suppliers, interest cost of borrowings e.t.c.). Of course there were difficulties mainly coming from: 1) the non payment of a significant portion of liabilities of insurance funds regarding years 2007 up to 2011, despite state's reassurance for the opposite, 2) the delay of payments by EOPYY and the immediate application of rebate and clawback, which cost Group a lot of millions. The Group's management, considering this measure to be unfair, in a stable and decisive manner, has exercised all legal measures for the suspension and finally the cancellation of clawback and rebate application imposed by EOPYY's Management.
During the year 2015 Management was in continuous communication and negotiation with the borrowing banks venture, in order for the regulation and restructuring of the bond loan to progress, satisfying at the same time, its obligations regarding the interest cost and a small portion of capital repayment.
It is easy to understand that the Group operates in a flexible economic environment. For this purpose the Management, as in the previous years, by monitoring the current events closely, managed to maintain the Group's course stability with actions necessary for its viability, reassessed its operation model aiming to increase its revenue and to reduce its operation expenses, while keeping at the same time the leading position in health care service provision of high standard.
To this direction it moved fast and decisively towards:
Finally, in 2015, Athens Medical Group and all parent company's clinics operated according to International Standard ISO 9001:2008, as well as ISO 22000:2005 for catering services, while Amaroussion Clinic was certified with ΙSO 14001:2004 (environmental management) from German TUV Nord. Furthermore, the international certificates TEMOS were renewed by the annual supervisions or Athens Medical Center and Thessaloniki Interbalkan Clinic, while in 2015 these two clinics were certified by TEMOS Excellence (excellence in medical tourism), which are necessary for the admittance of international patients.
At Company level, turnover before rebate & clawback reached € 173,02mil. 4.3% greater compared to 2014. Taking into account the negative effects of the estimated rebate and clawback, total revenue for the parent company reached € 153,60mil. marking an increase of 6,43% compared to 2014, which is mainly due to the new method for calculating the effect of clawback.
After EOPYY unilatrely imposed rebate & clawback on the Group's revenue, Earnings before interest, taxes, depreciation and amortization (EBITDA) reached € 2,05 million compared to earnings € 1.51mil in 2014 and after tax losses reached € (15,60) million from € (19,96) million in 2014.
At a consolidated level, turnover before rebate & clawback increased by 4,2% compared to the previous year and reached € 177,51ml. After the effects of rebate and clawback Group΄s turnover came up to €158,09 mil increased by 6,19% compared to the previous year 2014. EBITDA reached € 3,02mil. compared to € 1,91ml in 2014. Finally, losses after taxes and minority rights reached € (15,77)ml from € (18,56)ml.
During the period 01.01.2015 to 31.12.2015, at a Company level 68.412 patients were admitted, against 64.158 patients in 2014, an increase of 6,63%. Outpatients came up to 404.694 with a minimum decrease of 0,44%.This increases are mainly the result of new cooperations with private insurance companies, the expansion of current cooperations with the creation of new products and the flexible pricing policy applied for private clients.
Total assets – equity and liabilities on 31.12.2015 reached € 380.20ml at Company level and € 370.24ml at a consolidated level.
Tangible and intangible assets for the year 2015 at Group and Company level were as follows:
| The Group | The Company | |||
|---|---|---|---|---|
| In thousands of euro | 2015 | 2014 | 2015 | 2014 |
| Acquisition value | 380.596 | 381.636 | 359.036 | 359.104 |
| Depreciation | -147.558 | -139.789 | -137.847 | -129.785 |
| Net Book Value | 233.038 | 241.847 | 221.189 | 229.319 |
The Company realized significant investments in buildings, machinery and hospital equipment amounting to € 1.95mil. On a consolidated basis, investment reached € 2.01mil.
Cash and cash-equivalents consist of cash plus deposits with banks as at 31.12.2015. Analysis is as follows:
| The Group | The Company | |||
|---|---|---|---|---|
| In thousands of euro | 2015 | 2014 | 2015 | 2014 |
| Cash & Cash | ||||
| Equivalent | 1.370 | 412 | 1.305 | 406 |
| Sight and Time | ||||
| Deposits | 9.056 | 4.615 | 8.596 | 3.819 |
| Net Book Value | 10.426 | 5.027 | 9.901 | 4.225 |
The Company's borrowing amounted to € 146,77mil. referring mainly to a common Bond Loan of € 137.65 mil. issued in July 2012.
For year 2015, the Bond loan clauses were not satisfied by the Company, as a result of the wrongful imposition of the rebate and the clawback leading to the reclassification of the common bond loan from long term to short term borrowings according to IAS 1.
Management is in negotiation process with borrowing banks regarding the restructuring of the bond loan, while the maturity date of bonds of initial maturity date 20/10/2015 and amounted to € 31.385 thous at 31st December 2015, was extended up to 31/3/2016 with a consent of the borrowing Banks.
The current bank loans, except the common Bond Loan, have been received by the Company and its subsidiaries for serving their needs in working capital. Analysis of Company's loans is found in the notes to the financial statement.
Profitability and Capital Adequacy of the Company and the Group are evaluated with the use of ratios. More specifically, profitability of the Company and the Group is captured by the ratio of Return on Equity, as follows:
| The Group | The Company | |||
|---|---|---|---|---|
| In thousands of euro | 2015 | 2014 | 2015 | 2014 |
| Profit after taxes Average equity |
-23,78% | -22,26% | -21,62% | -22,23% |
Capital structure and capital adequacy of the Company and the Group are captured by the Debt Ratio and the Current ratio, accordingly as follows:
| the Group | The Company | |||
|---|---|---|---|---|
| In thousands of euro | 2015 | 2014 | 2015 | 2014 |
| Equity /debt | 18,90% | 24,05% | 20,56% | 25,65% |
| Current assets/current | ||||
| liabilities | 45,81% | 47,56% | 45,80% | 47,48% |
The main activities of the Group are influenced by a variety of financial risks, for example, the risks resulted from changes in foreign currency exchange rates and interest rates. The overall financial risk management program seeks to minimize potential adverse effects in the Group's financial position as a whole.
The Group's main financial instruments are cash and cash equivalents, bank deposits (sight and time), trade accounts receivable, prepayments and other receivables and accounts payable, bank loans (borrowings). Management periodically evaluates and revises the policies and procedures that relate to management of financial risks, which are described below:
Credit risk arises, as credit exposures to customers, including outstanding receivables and conducted transactions. The maximum exposure to credit risk is represented by the carrying amount of each asset, including derivative financial instruments. Risk control department assesses the credit quality of the customer, taking into account its financial position, past experience and other factors. Trade debtors credit limits are set based on internal ratings in accordance with limits set by the Management.
| 1000 | The Group | The Company | ||
|---|---|---|---|---|
| In thousands of euro | 2015 | 2014 | 2015 | 2014 |
| Cash and cash equivalents | 10.426 | 5.027 | 9.901 | 4.225 |
| Trade accounts receivable | 96.304 | 97.624 | 95.889 | 97.040 |
| Prepayments and other receivables | 12.722 | 22.146 | 15.736 | 25.095 |
| Derivatives Financial Instruments | 0 | 344 | 0 | 344 |
| Other noncurrent assets | 438 | 439 | 434 | 436 |
| TOTAL | 119.890 | 125.580 | 121.960 | 127.140 |
The major part of debtors comes from public insurance organizations and private insurance companies, whose credit risk is not considered significant in terms of Company's assets and liabilities except extraordinary events. Regarding the rest of debtors, represented by sale to individuals, risk is diversified due to the great number of debtors. (See Note 25).
Regarding prepayments and other receivables, credit risk is considered of no significance.
With respect to derivative financial instruments, the Group monitors its positions, the credit ratings of counter parties (See Note 27) and the level of contracts it enters into with any counterparty.
Additionally, regarding the risks on deposits and equivalent products, the Group has transactions only with recognized financial institutions, with high credit ratings.
Prudent liquidity risk management implies maintaining sufficient cash and cash equivalents, the availability of funding through an adequate amount of committed credit facilities. Furthermore, the Group estimates and controls its cash flows periodically.
The following table depicts Group's and Company's financial liabilties classified in groups by the time period, estimated from the reporting date to the date payable.
| Group at 31.12.2015 in thousands of euro |
Less than 1 year | Between 1 and 5 years | Over 5 years |
|---|---|---|---|
| Borrowings | 149.047 | 74 | 0 |
| Trade accounts payable | |||
| and other liabilities | 113.829 | 3.572 | 1.005 |
| Total | 262.876 | 3.646 | 1.005 |
8
| Group at 31.12.2014 in thousands of euro |
Less than 1 year | Between 1 and 5 years | Over 5 years |
|---|---|---|---|
| Borrowings | 157.508 | 132 | 0 |
| Trade accounts payable | |||
| and other liabilities | 107.720 | 0 | 0 |
| Total | 265.228 | 132 | 0 |
| Company at 31.12.2015 in thousands of euro |
Less than 1 year | Between 1 and 5 years | Over 5 years |
| Borrowings | 146.750 | 16 | 0 |
| Trade accounts payable and other liabilities |
120.705 | 3.572 | 1.005 |
| Company at 31.12.2014 in thousands of euro |
Less than 1 year | Between 1 and 5 years | Over 5 years |
|---|---|---|---|
| Borrowings | 155.204 | 28 | 0 |
| Trade accounts payable | |||
| and other liabilities | 113.769 | 0 | 0 |
| Total | 268.974 | 28 | 0 |
The Group holds participations (business operations) in Romania, whose net assets are exposed to FX translation risk. This kind of FX translation risk derives from the exchange rate RON / € and it is not hedged as there is no substantial exposure. Group's management constantly monitors FX translation risks, that might arise and evaluates the need to take relative actions.
Presume that there is a change (depreciation/appreciation) at 31st of December 2015 concerning the exchange rate of RON/€ at a level of 0,1% (respectively at a level of 0,1% for year 2014). The effect on Group's results for the year as well as on Group's equity, due to the translation of the results of company MEDSANA BMC from its functional currency to Euro, is disposed in the table below:
| Group | ||||
|---|---|---|---|---|
| in thousands of euro | 2015 | 2014 | 2015 | 2014 |
| Appreciation / (Depreciation) | 0,10% | 0,10% | -0,10% | -0,10% |
| Net profit | ||||
| gain /(loss) Equity |
0,0 | 0,1 | 0,0 | -0,1 |
| gain /(loss) | 0,0 | 0,1 | 0,0 | -0,1 |
This percentage of 0,1% depreciation/appreciation was based on the average volatility in the exchange rates market for a twelve-month period for year 2015.
| Exchange rate for year 2015 | Balance Sheet | Profit and Loss |
|---|---|---|
| 1€=RΟΝ | 4,5240 | 4,4454 |
| Exchange rate for year 2014 | Balance Sheet | Profit and Loss |
| 1€=RΟΝ | 4,4821 | 4,4840 |
The Group is not exposed to securities price risk as it has no investment in entities classified, in the consolidated balance sheet, as financial assets at fair value through income statement.
The group's interest rate risk arises from long-term and short-term borrowings. Borrowings issued at variable rates expose the group to cash flow interest rate risk. Depending on the levels of net debt, any change in the base interest rates (EURIBOR), has a proportionate impact on the Group's results. For diminishing the effect of the above mentioned interest rate risk beginning from year 2008 Group entered financial contracts for interest rate risk hedging purposes. Due to the low level of EURIBOR rate management estimates that there is no significant interest risk in the short term.
The Group's policy is to minimize its exposure to interest rate cash flows risk with regard to financing issued at variable rates, to maintain its borrowings at low levels but at the same time make sure of the funding by cooperative banks that satisfy, by all means, the planned growth of the Group.
A detailed report of Company's and Group's loans is found in Note 30.
The table below presents the effect on Group's and Company's results for year 2015 and 2014 as well as on Group's and Company's equity at 31st December 2015 and 2014 (sensitivity analysis) at a rate volatility (increase/decrease ) of EURIBOR by 0,5%:
| The Group | The Company | |||||||
|---|---|---|---|---|---|---|---|---|
| in thousands | 2015 | 2014 | 2015 | 2014 | ||||
| of euro 1000 | ||||||||
| 0,50% | -0,50% | 0,50% | -0,50% | 0,50% | -0,50% | 0,50% | -0,50% | |
| Net profit | ||||||||
| gain /(loss) | ( 768) | 768 | ( 825) | 825 | ( 757) | 757 | ( 813) | 813 |
| Equity | ||||||||
| gain /(loss) | ( 768) | 768 | ( 825) | 825 | ( 757) | 757 | ( 813) | 813 |
The above table does not include the positive effect of interest received from bank deposits.
The Company and its subsidiaries are related to the following legal and natural persons:
a) due to the majority of shares acquisition in its capital with Mr. Georgios Apostolopoulos and the legal persons or other business activities he is related with
b) with its subsidiaries including their main shareholders and the members of their Boards of Directors
c) with the members of the Company's Board of Directors.
The transactions with its subsidiaries are mainly concerning the provision of commercial services, as well as the purchasing and selling of goods. The transactions are realized within the normal operating framework of the Company.
The relative balances receivable from associates are not covered by securities, mortgages and their payment in full is conducted by cash payment within the time limits agreed between the companies in question. The Management of the Company does not regard that a provision/allowance for a possible non-collection of its subsidiaries related receivables is needed, hence no provision/allowance for doubtful debtors against these receivables is formed, except the case of subsidiary Hospital Affiliates International (see note 26) and associate company LAVIE ASSURANCE (see below).
The balances receivable/(payable) of the related party accounts of the Group are as follows:
| 2015 | ||
|---|---|---|
| in thousands of euro | The Group | The Company |
| Compensations of executives and members of | ||
| the Board | 5.595 | 4.955 |
| 2015 | ||
| in thousands of euro | The Group | The Company |
| Liabilities to executives and members of the | ||
| Board | 2.194 | 2.086 |
| 2014 | ||
| in thousands of euro | The Group | The Company |
| Compensations of executives and members of | ||
| the Board | 6.622 | 5.994 |
| 2014 | ||
| in thousands of euro | The Group | The Company |
| Liabilities to executives and members of the | ||
| Board | 1.806 | 1.723 |
i. Subsidiaries
| 2015 | Company | |||
|---|---|---|---|---|
| in thousands of euro | Receivables | Liabilities | Income | Purchases |
| IATRIKI TECHNIKI S.A. | 0 | 35.077 | 15 | 9.644 |
| EREVNA S.A. | 0 | 31 | 0 | 0 |
| PHYSIOTHERAPY CENTER S.A. | 0 | 269 | 112 | 368 |
| EUROSITE | 3.456 | 0 | 57 | 0 |
| GΑΙΑ | 2.346 | 0 | 1 | 0 |
| HOSPITAL AFFILLIATES INTERNATIONAL S.A. | 392 | 0 | 0 | 0 |
| TOTAL | 6.194 | 35.377 | 185 | 10.013 |
| 2015 | Company | |||
|---|---|---|---|---|
| in thousands of euro | Receivables from dividends | Income from dividends | ||
| PHYSIOTHERAPY CENTER S.A. | 0 | 40 | ||
| TOTAL | 0 | 40 |
Part of Company's receivables from subsidiaries Eurosite S.A. and Gaia S.A.and specifically receivables amounted to euro 1.548 and euro 2.149 respectively, refer to deposits of Parent Company for the purpose of future share capital increase of these subsidiaries. The rest of the receivables of the above mentioned companies, refer to financial facilitation and are thus expected to gradually recover either through the reactivation of these companies or through the liquidation of their assets. In year 2012, the company in relation to receivables from LAVIE ASSURANCE of 1.744 euro (in 31/12/2015), formed provision for impairment loss of 909 euro, charging its results. Finally, in previous year 2013 regarding the receivables of euro 390 (at 31/12/2015) from Hospital Affiliates International S.A., the Company formed impairment, charging this year's results, amounted to euro 390 (see note 26).
The purchases of the Company mainly refer to purchases of medical materials from IATRIKI TECHNIKI S.A. transacted in the normal course of business. Liabilities exist due to this commercial relationship.
Purchases from PHYSIOTHERAPY CENTER S.A. refer to health services that were provided by the subsidiary to patients of the Group's Clinics. Purchases from GAIA S.A. refer to mechanical equipment lease.
Also Parent Company has guaranted in favour of subsidiary Medsana for its borrowings (financial leases) amounted to 105 euro.
| The Group | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2015 | Receivables at |
Liabilities at | Income for the period |
Purchases for the period |
Receivables at |
Liabilities at | The Company Income for the period |
Purchases for the period |
| in thousands of euro | 31/12/2015 | 31/12/2015 | 1/1- 31/12/2015 |
1/1- 31/12/2015 |
31/12/2015 | 31/12/2015 | 1/1- 31/12/2015 |
1/1- 31/12/2015 |
| IKODOMIKI EKMETALEFTIKI S.A. |
3 | 0 | 0 | 0 | 3 | 0 | 0 | 0 |
| LA VIE Assurance | 1.744 | 39 | 0 | 0 | 1.744 | 39 | 0 | 0 |
| SYCHRONI ECHODIAGNOSI | 0 | 27 | 0 | 0 | 0 | 27 | 0 | 0 |
| KORINTHIAKOS RYTHMOS | 6 | 557 | 0 | 466 | 6 | 29 | 0 | 382 |
| TRADOR S.A. | 26 | 0 | 0 | 0 | 26 | 0 | 0 | 0 |
| AGGEIOLOGIKI DIEREVNISI S.A. |
0 | 4 | 0 | 0 | 0 | 4 | 0 | 0 |
| TOTAL | 1.779 | 627 | 0 | 466 | 1.779 | 99 | 0 | 382 |
During 2015 the Parent Company has not operated new branches.
On 31/12/2015 the Parent Company operated the following branches:
| No | Branch | Address | Activity |
|---|---|---|---|
| 1 | Interbalkan Medical Center | Asklipiou 10, 57 001 Pilaia | General Clinic |
| 2 | Faliro Clinic | Areos 36, 175 62 Faliro | General Clinic |
| 3 | Psichico Clinic | Andersen 1, 115 25 Psichico | General Clinic |
| 4 | Peristeri Clinic | Ethnarhou Makariou 60, 121 32 Peristeri | General Clinic |
| 5 | Dafni Clinic | Klious 8 -10, 172 37 Athens | General Clinic |
On 31/12/2015 the Group's Subsidiaries operated the following branches:
| No | Subsidiary | Branch | Address | Activity |
|---|---|---|---|---|
| 1 | Iatriki Techniki SA | Il Rubino | Asklipiou 10, 57001 Pylaia | Restaurant |
| 2 | Eurosite Health Services | Eurosite Health Services | Delfon 3, 15125 Maroussi | Parking Services |
| SA | SA |
The Group is interested in the high scientific level, professional experience and the personal ethos of its executives. The Group's personnel includes distinguished medical professionals, nursing administrative, paramedical staff, as well as technical and support staff.
Additionally, special attention is given to the continuous training of its employees with integrated educational programmes aiming at their development within the Group. These educational programmes are take place within the company premises, or outside the company carried out by third parties.
During year 2015, 3.510 people were trained and 12.525 training hours took place.
Athens Medical Group applies all provisions of labour law and fulfils all of its obligations towards Security funds and other labour regulatory organisations.
Athens Medical Group recognises the need for its continuous improvement in environmental issues based on the principles of sustainable development, in compliance with the existing legal framework and international standards aiming for a balanced development within the natural environment. Based on these principles, the Group operates in a way that ensures the protection of the environment, as well as the hygiene and safety of its personnel.
Subsequent events do not exist.
Year 2016 is expected to be another difficult year for the Greek Economy. The growth rate remains close to zero. The recovery is expected to delay and the repercussions of old and new measures to the consumer's income are expected to be negative.
This economic environment which is characterized by uncertainty mainly because of the course of country's macroeconomics, affects, by all means, the health care sector.
The Group's Management based on assumptions that reflect the current reality expects a stable course of economic function in the short run, as well as a reasonable growth in the long run.
The Group aims to maintain its leading position in the Greek market, through the offering of through the offering of complete first and second level high standard health care services, by making use of its clinics as a compact network, by implementing common trade policy and, at the same time, by taking into account all the social and economic conditions of the population in every place each clinic operates.
According to this direction the company's strategic choices focus on:
The policy of increasing revenue is based on 4 basic rules as following:
The Management intends to reduce the Group's operating cost mainly through structured actions which aim at the reorganization, consolidation of departments, use of οutsourcing services, development of programmes that consume less energy, improvement of variable expenses ratio, continuing thus the policy of limiting the expenses and focusing on maintaining high standard service provision.
A very significant point for the sector, is the reorganization and financial support of EOPPY, in order for it to function in a beneficial way in cooperation with the private healthcare sector. The Group will insist on the signing of a viable and operational agreement with EOPPY, which has to be supported by the state by forming budgets for each provider, moving on controlling in real time nursing cost of insured persons and by fulfilling all basic contractual liabilities, terms that constitute permanent choices of the Group.
Particular emphasis will be placed on the improvement of cash flow liquidity by steadily claiming the repayment of old receivables of 2007-2011, the normal flow of EOPPY payments according to its contractual obligations as well as the claiming of amounts relevant to cuts due to rebate and clawback. In addition, the effort to improve the cash inflow from clients, old and new, besides EOPPY, will be ongoing. It is estimated that there will be an improvement in cash inflow through the increase of operational activities.
What is more, the Management is focusing on the completion of negotiations with the borrowing banks venture, which will lead to the finalization of the agreement for the restructuring of the bond loan.
For year 2016, the aim will be the certification of Thessaloniki Interbalkan clinic with 14001:2004 (environmental management) as well as the re-certifications of Amaroussion and Thessaloniki Interbalkan clinics according to TEMOS (excellence in medical tourism).
The above mentioned action plan in combination with the expected stability and relative development of the Greek economy will have positive effects on the increasing course and will ensure the necessary liquidity for the Clinics and the Group.
Constant target of the Management is to maintain the leading position in the sector, by maximizing the longterm interest of Shareholders, always in combination with the provision of complete high standard healthcare services.
(this Declaration has been compiled according to article 43a, paragraph 3, section d of C.L. 2190/1920, as is valid today after the modification of Law 3873/2010 – GG A'150 -06/09/2010 and is part of the management report of the Board of Directors)
Corporate Governance describes a system of guidelines upon which the Company is organized, operated and managed by the Company, and establishes a structure that enhances its transparency towards the investment public, acknowledges and respects the rights of the stakeholders, promotes the interests of its shareholders and allows them to take an active role in its management. It also establishes a framework within which corporate goals are set, major risks are detected, the means for achieving corporate goals are specified, the risk management system is organized and management effectiveness is being monitored.
The principles of Corporate Governance and the procedures that follow are based on the C.L. 2190/1920, the existing legal framework concerning companies that are listed in the stock market, as is valid today, other principles and decisions of the Athens Stock Exchange, rules of the Hellenic Capital Market Commission and other bodies, but extend beyond the existing legal framework and also include voluntary commitments on behalf of the Company that aim to help maintain and improve the reliability of the company.
Our company complies fully with the above mentioned legal requirements, which comprise the minimum content of any Code of Corporate Governance. At this point and in order to comply with the obligations of the Law 3873/2010, our Company declares that we adopt the Code of Corporate Governance issued by the Hellenic Federation of Enterprises (SEV), which is accessible to the public through the website of SEV http://www.sev.org.gr/Uploads/pdf/KED\_TELIKO\_JAN2011.pdf
Our Company declares that it conforms to all the obligations of the Greek legal framework (C.L. 2190/1920, L. 3016/2002 and L. 3693/2008), which form the minimum requirements to be met by any Corporate Governance Code, applied by a Company, whose shares are traded on a regulated market.These minimum obligations are embodied in the Code of Corporate Governance of SEV, in which the company voluntary complies, insofar as it relates to its general principles. Currently, some deviations exist, especially concerning the specific provisions (additional to the general provisions). These deviations are as follows:
The BoD has not created a separate committee, which manages the procedure for applying candidates for the election of the BoD and prepares proposals for election in the BoD concerning the compensation of the members of the BoD, given that the policy concerning these compensations is stable and formed.
The BoD does not appoint an independent Vice President coming from its independent members, but an executive Vice President, as his contribution to the exercise of the executive duties of the President is considered of utmost importance.
There is no institutional procedure in order to assess the effectiveness of the BoD and the committees, or the President of the BoD during the procedure in which the independent Vice President directs or any other non executive member of the BoD directs in case of absence of independent Vice President. This procedure is not considered necessary based on the organizational structure of the Company.
Currently there are no deviations from the existing legal requirements.
The Company's as well as the Group's Internal Control System covers the control procedures for their operation, their compliance with the requirements of supervisory authorities, risk management and financial reporting.
The Internal Audit Service observes the correct implementation of each process and internal control system, regardless of their accounting or non-accounting content and evaluates the Company and the Group by reviewing their activities, functioning thus as a service to the Management.
The Internal Control System aims, among others, to ensure the completeness and reliability of the data and information required for the accurate and timely determination of the financial position of the Company and the Group and produce reliable financial statements.
The Company and the Group, in relation to the preparation of financial statements, designates that the financial reporting system "ATHENS MEDICAL CENTER S.A." uses an accounting system which is adequate for reporting to the Management as well as to the external users. The financial statements and other analyses reported to the Management on a quarterly basis are prepared on an individual and consolidated basis in accordance with the International Financial Reporting Standards, as adopted by the European Union for reporting purposes to the Management, and simultaneously for publication purposes, according to regulations, on a quarterly basis. Both administrative information and the disclosure of financial information include all the necessary information about an updated internal control system including analyses of sales, costs / expenses, operating profits and other economic indicators. All reports to the Management include the data of the current period compared to the corresponding budget, as approved by the BoD and the data of the corresponding period of the previous year of reference.
All the published interim and annual financial statements include all the necessary information and disclosure concerning the financial statements in accordance with the International Financial Reporting Standards as adopted by the European Union, reviewed by the Audit Committee and approved in their entirety by the BoD.
Security controls are implemented with regard to: a) identifying and assessing risks to the reliability of financial statements, b) administrative planning and monitoring relating to financial figures, c) the prevention and discovery of fraud, d) the roles / responsibilities of executives, e) the closing process including the use of integration (e.g. documented procedures, access, approvals, agreements, etc.) and f) safeguarding the data provided by the information systems.
The internal reports to the Management and the reports required by the Codified Law 2190/1920 and supervisors are compiled by the Financial Services Division, which has a suitable and experienced staff for this purpose. The Management ensures that these executives are adequately updated about any changes in accounting and tax issues concerning the Company and the Group.
The Company and the Group have established distinct procedures in order to gather all the necessary data from the subsidiaries and ensure the agreement of the individual transactions and the implementation of the same accounting principles by the companies of the Group.
The information required by Article 10 par. 1 of the European Parliament and Council Directive 2004/25/EC, is contained, pursuant to Article 4 par. 7 of Law 3556/2007, in the Supplementary and Explanatory Report of the BoD and is presented below.
The General Assembly is the Company's supreme body and is entitled to decide on all corporate affairs. Its decisions bind the shareholders that are absent or disagree.
The general Assembly is the sole body competent to decide upon:
The General Assembly of shareholders, when convened by the Board of Directors, shall meet regularly at the company's registered seat or in the region of another municipality within the prefecture of the seat once a year, always in the first semester after closure of each financial year. The Board of Directors may convene extraordinary General Assemblies as often is it considered necessary.
General Assemblies, except repeat and other similar assemblies, must be noticed at least twenty (20) calendar days prior to the assembly date. It is noted that the date of the publication of the notice and the day on which the General Assembly is held, are not counted.
The notice to shareholders for the General Assembly shall state the date, time and venue of the assembly and the items on the agenda clearly, shall be posted in a visible location at the Company's offices and is published pursuant to current legal obligations.
Ten (10) days before each General Assembly every shareholder may obtain the annual financial statements and accompanying reports of the BoD and the external auditors.
The shareholders who wish to participate in the General Assembly are required to submit to the Company written certification from the registry of Dematerialised Securities System, according to article 51 of L.2396/1996 or alternatively any other equivalent certification according to par. 4 of article 28a of C.L. 2190/1920. The shareholder's identity must exist in the beginning of the 5th day before the General Assembly meeting (record date) and the relevant written certification must reach the Company at least three (3) days prior to the G.A. meeting. In the repeating Genaral Assembly meeting all shareholders, covering the same requirements, can participate. The shareholder's identity must exist in the beginning of the 4th day prior to the new Assembly Meeting (Record Date of Repeat General Assemblies) and the relevant certification, written or in electronic form, must reach the Company, at the latest on the 3rd day before the repeat General Assembly date.
Shareholders who are entitled to participate in the General Assembly may be represented by a legally authorized proxy.
In respect with the Company, right to participate in the General Assembly meeting have only the people who carry the shareholder identity on the relevant record date. The shareholders that do not comply with the provisions may participate in the General Assembly only upon a relevant license of the members that attend the General Assembly.
The list of shareholders entitled to vote at the General Assembly, shall be posted in a visible location at the Company's offices twenty four (24) hours prior to the General Assembly. This list must contain all the relevant information required by the Law, such as existing proxies, addresses of the shareholders or their proxies.
From the publication date of the invitation to the general Assembly, until the date of the Assembly, the Company is required to publish on its website, at least the following information:
If for technical reasons, access to the above mentioned data is limited, the Company must mention on its website the methods of acquiring the relevant documents and send them to every shareholder upon request.
The General Assembly shall be considered to have a quorum when at least twenty percent (20%) of the paid-up share capital is represented therein.
If the quorum of the previous paragraph is not achieved, a repeat assembly shall be held within twenty (20) days from the initial date. The invitation must be sent at least ten (10) days, before the meeting. The General Assembly shall be considered to have a quorum and convene legally on the items of the initial agenda, irrespective of the percentage of paid-up share capital that is represented.
Decisions in the General Assembly shall be made with an absolute majority of the votes represented at the assembly.
In exceptional circumstances, the General Assembly shall be considered to have a quorum and convene legally on the items on the agenda when two thirds (2/3) of the paid-up share capital are attending or represented therein, regarding decisions that belong to the exceptional competency of the General Assembly and which are mentioned below:
If the quorum of the previous paragraph is not achieved, a repeat assembly shall be held within twenty (20) days from the initial date. The invitation must be sent at least ten (10) days, before the meeting. The General Assembly shall be considered to have a quorum and convene legally on the items of the initial agenda, when at least ½ of the share capital is represented.
If the quorum of the previous paragraph is not achieved, a second repeat assembly shall be held within twenty (20) days from the initial date. The invitation must be sent at least ten (10) days, before the meeting. The General Assembly shall be considered to have a quorum and convene legally on the items of the initial agenda, when at least 1/5 of the share capital is represented. A new invitation is not required if in the initial invitation the place and the time of the repeat meetings, according to the existing legal requirements, is mentioned and if there are at least ten (10) days between each cancelled meeting.
The decisions of the general Assembly are taken by a majority of 2/3 of the represented votes.
The General Assembly is chaired by the interim Chairman, or if unavailable, his deputy. Secretarial duties are reformed by the person temporarily set by the Chairman. Once the list of shareholders entitled to vote is approved, the Assembly proceeds to elect the President and a Secretary to perform the vote collection.
The discussions and decisions of the General Assembly are limited to matters appearing on the agenda. For the issues discussed and decided in the Assembly Minutes shall be signed by the President and the Secretary. The copies and extracts are certified by the Chairman of the Board or his deputy. It is the responsibility of the BoD to publish the results of the votes on the Company's website, mentioning for every decision the number of valid votes, as well as the number of negative votes and the number of abstinence, within five (5) days the latest from the day of the General Assembly meeting.
Following the approval of the Annual Financial Statements, the General Assembly applying a special vote being carried by roll call decides upon discharge of the Board of Directors and Auditors from any liability for damages.
On the vote for the discharge of the BoD, all its members are allowed to participate with their own shares, or representing another shareholder, if they act as a legal proxy. The same holds for the Company's employees.
The discharge of the Board is powerless in cases of Article 22a of Law 2190/1920.
The shareholders exercise their rights with regard to the Management of the Company only through their participation in the General Meeting.
In any Share Capital increase not affected by the contribution or issuance of convertible bonds, a Preference Right is provided upon the entire new Issue in favour of existing shareholders at the time of the issuance and proportionate to their share holding.
After the expiry of the time period set by the body of the Company for the exercise of the preference right, which may not be smaller than one month, shares not bought, according to the above, are disposed by the Board of Directors according to its unconstrained will.
The Invitation for the Exercise of the Preference Right, which must also mention the period in which the right should be exercised, is published in the relevant Issue of the Government Gazette. Notwithstanding paragraphs 6 and 7 of article 13 (Law 2190/1920), the Preference Right may either be limited or waived by resolution of the General Meeting.
As an exception, if all Company's shares are bearer, the invitation for the Preference right exercise may be effected by registered mail to shareholders.
Any Shareholder wherever located, as regards his relation to the Company, is subject to the Greek Laws and is considered to have as residence the Company's Headquarters.
The rights of minority shareholders, as defined by the CL 2190/1920 and subsequent amendments and as provided for in Articles of Association are as follows:
The Company is managed by the Board consisting of seven (7) members, of which three (3) are executive and four (4) are independent non - executive. Executive members are those that deal with everyday issues of management of the Company, while non – executive are in charge of the promotion of all corporate issues. The status of members as non-executive or executive is appointed by the Board of Directors.
The Board members are elected by the General Meeting of shareholders of the Company for six year term and may be re-elected.
The Board of Directors has the following composition:
Short CV's and information on the members of Board of Directors are disclosed in the company's website: www.iatriko.gr
According to Article 2 of Law 3016/2002 on Corporate Governance, as valid today, in conjunction with what is provided by the C.L. 2190/1920 and the Articles of Association, the primary concern of the Board of Directors is the pursuance of the growth of the long-term value of the Company and the defence of the general Company interest.
The members of the Board of Directors and any third person entrusted by the Board of Directors with responsibilities belonging to it are not allowed to pursue interests conflicting with those of the Company.
The members of the Board of Directors and any third person entrusted by the Board of Directors with responsibilities belonging to it are obliged to reveal to the other members of the Board of Directors their interests, as well as any conflict of these interests with those of the Company and Companies related to it in the sense of Article 42e par. 5 of C.L. 2190/1920, that may arise during the exercise of their duties.
The members of the Board of Directors are required to perform their duties with integrity, objectivity and professionalism and to devote sufficient time to perform those tasks.
Based on the Article of Association, the Board of Directors manages the Company's assets and represents it. It decides upon all issues regarding the Company within the framework of its scope, except those under the law or the applicable articles of Association which are the sole responsibility of the General Assembly.
The Board of Director can only in writing, delegate the exercise of all powers and functions (except those that require collective action), as well as and the representing of the Company in one or more persons, members or not, while determining the scope of this award. However, the powers of the Board are subject to article 23a of Law 2190/1920, as applicable.
Acts of the Board, even if they are outside its objects, bind the company towards third parties. Only in case it is proved that the third party knew of the excess of its objects or ought to know. The compliance with the formalities of disclosure in the company article of associations or amendments does not comprise as proof alone.
Restrictions on powers of Board of Directors from the Articles of Association or decisions of the General Assembly, do not object to third parties, even if they have been subjected to disclosure.
Issues relating to any fees paid to executives of the Company, internal auditors and the overall wage policy of the Company, are adopted by the Board of Directors.
After its election the Board of Directors is convened and elects the President and the Vice President. It can elect one or two Chief Executive Officers from its members only, determining in the same time its responsibilities. The president manages the meeting. In case of Presidents' absence the Vice President fully replaces the President. The Vice President is replaced by the Chief Executive Officer only by the Board of Directors' decision.
If for any reason, there is a vacancy in the Board of Directors, the remaining Members are obliged, provided that they are at least three (3), to elect a temporary replacement for the rest of the service of the replaced member. The election is submitted to publicity pursuant to art. 7b of C.L. 2190/1920 and is announced by the Board at the next General Assembly, which can replace the elected, even if no relevant item is included in the agenda. The elected members' actions are valid even if its election is not yet approved by the General Assembly.
Board of Directors can meet after the Presidents' invitation, at the Company's registered offices at least once per month. It can also be convened at any time by the President or if two (2) of its members request it.
Any absent Member can be represented by another. Each member can only represent one absent member.
The Board of Directors is in quantum and is valid when half plus one of its members are present or represented. In no case can the number of the present members can be less than three (3).
The decisions of the Board of Directors are taken on absolute majority of the present or represented members, besides those that are clearly stated by the current Articles of Association and legislation.
For all decisions and meetings of the Board of Directors, minutes are kept. Copies of the minutes are validated by the President or the Vice President.
Board of Directors members can be compensated by an amount that is stated by the General Assembly. Any other fee or compensation of the members is given at the expense of the Company and only if it is approved by the General Assembly.
Company loans to founders, members of the Board of Directors, General Managers, Managers or persons related to them by blood or marriage or persons described in par. 5 of article 23a of C.L. 2190/1920, as well as the provision of credit and the granting of guarantees on their behalf against third parties are totally prohibited and invalid. For any contract between these persons and the Company a permission of the General Assembly is necessary. This also applies to employment contracts or orders, and to any alterations of employment contracts or amendments thereto.
It is prohibited to all Board of Directors members as well as to all managers to act engage professionally on their own account or on behalf of others, without the permission of the General Assembly, actions which are part of the Company's scopes. They are also not allowed to participate as partners to companies that are pursuing the same purposes as the Company's. In any violation case the Company has the right to ask for compensation based on the 23rd article of the 2nd and 3rd paragraph of the C.L. 2190/1920.
Pursuant to the provisions of law no. 3693/2008 (Government Gazette 174A / 25-08-2008) and the Internal Rules of Procedure, the Company establishes the Audit Committee. The Audit Committee is set up to support the BoD in its functions relating to financial reporting, internal control and monitoring of the course of the regular inspection.
Without altering or reducing the obligations of the management members appointed by the General Meeting, the Audit Committee has, among other things, the following responsibilities:
Overall, the Audit Committee notes the lawful, efficient and smooth running of internal and external audits to the Company and ensures communication between the auditors and the Board. The Committee acts in the interests of all shareholders and investors to whom has the final responsibility.
According to a decision of the Annual General Meeting of Shareholders on 06/29/2014, the composition of the Audit Committee is as follows:
The Internal Audit is an independent and objective confirmation and consulting activity designed to add value and improve the Company's procedures. It enables the Company to achieve its objectives by providing a systematic and structured approach to evaluate and improve the effectiveness of the control systems, risk management and corporate governance.
The organization and internal audit function is a prerequisite for the listing of shares or other securities on a regulated stock market. The internal audit is conducted by a special department of the Company.
The internal auditors perform their duties independently, are not hierarchically subordinate to any other department and are supervised by one to three non-executive members of the BoD.
The internal auditors are appointed by the Board of Directors and are exclusive, full-time. They cannot be appointed as internal auditors Board of Directors members, managers, who have other than the internal audit responsibilities or relatives of the aforementioned up to the second degree by blood or marriage. The company informs the Hellenic Capital Market Commission for any change in the persons or the organization of internal control within ten (10) business days.
While performing their duties, the internal auditors may examine any book, document, file, bank account and the Company's portfolio and have access to any service provided by the company. The BoD members must cooperate and provide information to internal auditors and generally to facilitate in every way their work. The Company's management has to provide internal auditors with all the necessary means to facilitate their work.
Responsibilities of the Internal Audit Service
The Internal Audit Service has the responsibility of monitoring and evaluating the internal control system established by the Company and submits proposals for improvement.
In this context, the Internal Audit Service has the following responsibilities, which must be carried out according to the principles of independence, impartiality and confidentiality:
According to the Operating Manual of each clinic, there is a Scientific Committee which serves as the basic body of supervision and control of issues relating to the level and quality of offered medical and nursing services.
The Scientific Committee comprises of all the Scientific Responsible Clinic Doctors with the Presidency of the Scientific Director, appointed by the Management.
The Scientific Committee is the main supervisory body for issues related to the level and quality of healthcare and nursing services provided. The Scientific Committee deals with cases concerning the integrity, the scientific adequacy, the behaviour and, in general, concerning the adherence to due process during the actual exercise of the medical practice. Its responsibilities may be summed up as follows:
Upon the Scientific Committee's decision one or more of its members can be delegated to deal with specific issues. The members are obliged to inform the committee for the course of their actions during a reasonable timeframe.
The Scientific Committee meets, provided that issues come up, twice a month, and more specifically on the first and third Tuesday of each month. The tenure of the Scientific Committee is two years.
The issues of the agenda of each meeting are stated by the Chairman. Issues can be stated also by other members of the committee. The members must notify the committee in writing, for the proposed issues, at least one week before the meeting. Likewise, the Board of Directors through its President or the CEO can raise issues in the committee based on its decision. The agenda is communicated to all members in writing at least three (3) days before the meeting. Non listed issues may be discussed at the committee only by the majority's approval. Quorum is defined as the half plus one of the members.
Decisions are taken based on the majority of present members. In cases of tie, the Chairman's vote preponderates.
In the committee's meeting the secretary of the Scientific Committee keeps the meeting's minutes and makes sure that the minutes are signed by all present members.
The Ethics Committee is consulted on ethical issues by the Board of Directors of the Company, and supervises the observance of the rules of medical morals and due process.
The Committee is chaired by the Scientific Director of each Clinic.
It meets upon Board of Directors decision. It is comprised, as by the law, by all coordinating Doctors of the unit. It controls all departments of the unit and proposes to the Board of Directors measures to avoid any possible Nosocomial Infections. Moreover, it monitors the implementation of all above mentioned measures in order to reassure patients' protection. President of the Committee is the Scientific Director of each Clinic.
The Committee meets once every month to monitor all Group activities, to plan all future Group actions, to assign duties, to determine the Group's strategy, to evaluate Groups financial results and, finally, to cope with all issues that refer to the operation of each one of the Group's units.
The Executive Committee is composed of:
Each Administrative Committee meets every two months and deals with all operational and organizational issues of each Clinic, evaluates the Clinics' financial results and plans all Clinics' activities.
The Administrative Committee is composed of:
During year 2015, the total investments of the Athens Medical Group S.A. amounted to approximately € 2.01mil.
In 2015, the Group's borrowing was reduced by approximately € 8.52mil.
On 31/12/2015, the Group's aggregate net debt amounted to approx. € 138.69mil., i.e. the sum of short term and long term loans of € 149.12mil. less cash & cash equivalents of € 10.43mil.
The Group's net cash outflow for the year 2015 amounted to approximately € 5.40mil.
Net Debt: Total of short term and long term debt less cash and cash equivalents.
The relative ratio of net debt ratio to the Group's own equity is as follows:
| The Group | The Company | |||
|---|---|---|---|---|
| In thousands of euro | 2015 | 2014 | 2015 | 2014 |
| Net Debt/Equity | 235,69% | 206,78% | 211,06% | 189,94% |
On December 31st 2015, the Company's Share Capital amounted to € 26.888.153,80, divided in 86,735,980 common bearer shares with a nominal value of € 0.31 each.
Based on the Share Registry as at December 31st 2015, the Company's shareholders were as follows:
| Number of shares | % on total capital | |
|---|---|---|
| G. Apostolopoulos Holdings S.A. | 33.955.539 | 39,15% |
| Asklepios International Gmbh | 31.500.271 | 36,32% |
| Credit Suisse-AG | 6.706.461 | 7,73% |
| Eurofinanciere D Invetsissement Monaco | 2.585.057 | 2,98% |
| Free float < 2% | 11.988.652 | 13,82% |
| 86.735.980 | 100,00% |
The total of the Company's shares (100%) are Common Bearer shares and indivisible. There are no special categories of shares. The rights and obligations derived thereof are those foreseen by C.L. 2190/1920.
(b) Constraints on Share Transfers
According to the Company's Articles of Association, there are not any.
(c) Significant direct and indirect participations in the sense of articles 9 to 11 of Law 3556/2007:
On December 31st, 2015, G.Apostolopoulos Holdings held a percentage of 39.15% and Asklepios International GmbH held a percentage of 36.32%.
(d) holders of shares with special control rights
There are no company shares affording special control rights.
There are no constraints on voting rights other than those foreseen by C.L. 2190/1920.
There are not any.
Notwithstanding paragraph 17 of this Article, it is hereby assigned that during the first five-year period from the company's constitution and following the Shareholder's General Meeting resolution dated 20.07.1993 by which the above mentioned power of the BoD was renewed for a period of five years, the BoD can issue new shares to increase all or part of the Company's Share Capital, with a 2/3 majority decision of its members. The increase cannot exceed the total of the capital already paid down. The above mentioned power of the Board of Directors may be renewed by the General Meeting for a period not exceeding five years for each renewal.
No renewal of this power has been decided by the General Meeting.
(h) Agreements among shareholders, known to the Company, resulting into restrictions on share transfers or on voting rights.
There are not any.
(i) Any important agreement the Company has contracted and is being put in force, modified or expires, in the event of a change in Management following a Public Offering and the results thereof; unless, due to the agreement's nature, its publication would cause serious damage to the company.
There are not any.
(j) Any agreement the Company has contracted with either members of the BoD or its personnel that foresees compensation in the event of resignation or redundancy with no well-founded reason or tenure termination due to a Public Offering.
There are not any.
Finally, the basic rights and obligations deriving from share ownership according to the Company's Articles of Association and Law 2190/1920 are as follows:
Shareholders exercise their rights with regard to the Management of the Company only through their participation in the General Meeting.
In any Share Capital increase not affected by in the contribution or issuance of convertible bonds into shares, a Preference Right is provided upon the entire new issue or the bond loan in favour of existing shareholders at the time of the issuance and proportionate to their share holding.
After the expiry of the time period set for the exercise of the preference right, which may not be smaller than one month, shares not bought, according to the above, are disposed by the Board of Directors according to its unconstrained will.
The Invitation for the exercise of the Preference Right, which must also mention the period in which the right should be exercised, is published in the relevant Issue of the Government Gazette. Notwithstanding paragraphs 6
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED IN DECEMBER 2015
and 7 of article 13 (Law 2190/1920), the Preference Right may either be limited or waived by resolution of the General Meeting.
As an exception, if all Company's shares are bearer, the invitation for the preference right exercise may be effected by registered mail to shareholders.
Any Shareholder wherever located, as regards his relation to the Company, is subject to the Greek Laws and is considered to have as residence the Company's Headquarters.
The rights of minority shareholders, as defined by the C.L. 2190/1920 and the subsequent amendments and as provided for in the Articles of Association are as follows:
Marousi, 29/03/2016 THE BOARD OF DIRECTORS
GEORGE V. APOSTOLOPOULOS PRESIDENT OF THE BoD
To the Shareholders of ATHENS MEDICAL CENTER S.A.
We have audited the accompanying standalone and consolidated financial statements of ATHENS MEDICAL CENTER S.A. (the "Company") which comprise the standalone and consolidated statement of financial position as of 31 December 2015 and the standalone and consolidated statements of income and comprehensive income, changes in equity and cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information.
Management is responsible for the preparation and fair presentation of these standalone and consolidated financial statements in accordance with International Financial Reporting Standards as adopted by the European Union, and for such internal control as management determines is necessary to enable the preparation of standalone and consolidated financial statements that are free from material misstatement, whether due to fraud or error.
Our responsibility is to express an opinion on these standalone and consolidated financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the standalone and consolidated financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the standalone and consolidated financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the standalone and consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the standalone and consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the standalone and consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
In our opinion, the standalone and consolidated financial statements give a true and fair view of the financial position of ATHENS MEDICAL CENTER S.A. as of 31 December 2015 and of its financial performance and its cash flows for the year then ended, in accordance with International Financial Reporting Standards as adopted by the European Union. Emphasis of matter
Without qualifying our opinion, we draw attention to the disclosure made in note 5 to the standalone and consolidated financial statements, which refer to the fact that the Group and Company are in the process of negotiations with creditor banks regarding the restructuring of bond loan due to non-compliance with some of the credit terms (covenants) which resulted in the reclassification of the existing bank loans from long term to short term liabilities. As a result, the Group and the Company total current liabilities exceed their total current assets, by EUR 146 872 thousand and EUR 149 124 thousand, respectively.
The Company's prior year financial statements were audited by another Certified Auditor Accountant, who issued an unqualified audit report with an emphasis of matter paragraph on those financial statements.
(a) The Board of Directors' Report includes a corporate governance statement, which provides the information set by paragraph 3d of article 43a of C.L. 2190/1920.
(b) We verified that the contents of the Board of Directors' Report are consistent and correspond with the accompanying standalone and consolidated financial statements within the scope set by articles 37, 43a (par 3a) and 108 of C.L. 2190/1920.
KPMG Certified Auditors Α.Ε.
3, Stratigou Tombra Str 153 42 Aghia Paraskevi Greece AM SOEL 114
Harry Sirounis, Certified Auditor Accountant AM SOEL 19071
IN ACCORDANCE WITH INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS) AS THEY HAVE BEEN ADOPTED BY THE EUROPEAN UNION
| Page | |
|---|---|
| Statements of Financial Position as of December 31, 2015 | 37 |
| Statement of profit or loss for the year ended December 31, 2015 | 38 |
| Other comprehensive Ιncome Statement for the year ended December 31, 2015 | 39 |
| Statement of Changes in Equity for the year ended December 31, 2015 | 40 |
| Statement of Changes in Equity for the year ended December 31, 2014 | 41 |
| Statement of Cash Flows for the year ended December 31, 2015 | 42 |
| Notes to the Financial Statements | 43 |
| 1. General information about the Company and Group | 43 - 44 |
| 2. Basis of preparation of Financial Statements and measurement | 44 |
| 3. Functional and presentation currency | 44 |
| 4. Accounting estimates and assumptions | 45 – 46 |
| 5. Going concern capability of the Company's operational activity | 46 - 47 |
| 6a. Accounting policies | 47 - 55 |
| 6b. New Standards, Improvements and Amendmends of current Standards, which have been valid and have been adopted by the European Union. |
55 - 60 |
| 7. Operating segments | 60 - 62 |
| 8. Revenue | 62 |
| 9. Other income | 62 |
| 10. Cost of sales | 63 |
| 11.Administrative expenses | 63 |
| 12. Distribution expenses | 63 |
| 13. Payroll | 64 |
| 14. Depreciation of tangible and amortization of intangible assets | 64 |
| 15. Other expenses | 64 |
| 16. Net financial result | 64 - 66 |
| 17. Income taxes | 66 - 69 |
| 18. Earnings per share | 69 |
| 19. Property, plant and equipment | 70 - 73 |
| ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED IN DECEMBER 2015 |
|---|
| 20. Intangible assets | 73 - 74 |
|---|---|
| 21. Investments in subsidiaries | 75 - 76 |
| 22. Equity-accounted investees | 77 |
| 23. Deferred tax assets - liabilities | 77 - 79 |
| 24. Inventories | 79 |
| 25. Trade receivables | 79 - 81 |
| 26. Other receivables | 81 |
| 27. Derivatives | 82 |
| 28. Cash and cash equivalents | 82 |
| 29. Capital and reserves | 82 - 83 |
| 30. Loans and borrowings | 83 - 86 |
| 31. Employee benefit expenses | 86 - 88 |
| 32. Other non current payables | 88 |
| 33. Trade payables | 88 |
| 34. Other current payables | 88 |
| 35. Capital management | 89 |
| 36. Fair value of financial instruments | 89 - 91 |
| 37.Risk management | 91 - 95 |
| 38. Commitments | 95 |
| 39. Contingent assets and liabilities | 96 |
| 40. Related parties | 96 – 99 |
| 41. Subsequent events | 99 |
| 42. Information of article 10 cl. 3401/2005 | 100 |
| 43. Web site address | 101 |
| 44. Financial statement and information | 102 |
| in thousands of euro | The Group | The Company | |||
|---|---|---|---|---|---|
| Note | 31/12/2015 | 31/12/2014 | 31/12/2015 | 31/12/2014 | |
| Assets | |||||
| Property, plant and equipment | 19 | 232.713 | 241.513 | 220.867 | 228.993 |
| Intangible assets | 20 | 325 | 333 | 321 | 325 |
| Other non current assets | 438 | 439 | 434 | 436 | |
| Investments in subsidiaries | 21 | 0 | 0 | 20.072 | 20.072 |
| Equity-accounted investees | 22 | 101 | 98 | 0 | 0 |
| Deferred tax assets | 23 | 12.528 | 8.651 | 12.495 | 8.621 |
| Non current assets | 246.105 | 251.034 | 254.190 | 258.447 | |
| Inventories | 24 | 4.685 | 4.561 | 4.487 | 4.347 |
| Trade receivables | 25 | 96.304 | 97.624 | 95.889 | 97.040 |
| Other receivables | 26 | 12.722 | 22.146 | 15.736 | 25.095 |
| Derivatives | 27 | 0 | 344 | 0 | 344 |
| Cash and cash equivalents | 28 | 10.426 | 5.027 | 9.901 | 4.225 |
| Current assets | 124.137 | 129.701 | 126.013 | 131.051 | |
| Total assets | 370.243 | 380.736 | 380.203 | 389.498 | |
| Equity | |||||
| Share capital | 29 | 26.888 | 26.888 | 26.888 | 26.888 |
| Share premium | 29 | 19.777 | 19.777 | 19.777 | 19.777 |
| Reserves | 29 | 18.131 | 18.139 | 17.860 | 17.860 |
| Retained earnings | (6.057) | 8.763 | 320 | 14.975 | |
| Equity attributable to owners of the Company | 58.739 | 73.568 | 64.846 | 79.501 | |
| Non controlling interests | 108 | 237 | 0 | 0 | |
| Total equity | 58.847 | 73.805 | 64.846 | 79.501 | |
| Liabilities | |||||
| Non current loans and borrowings | 30 | 74 | 132 | 16 | 28 |
| Employee benefits | 31 | 7.426 | 8.422 | 7.331 | 8.327 |
| Other payables | 32 | 4.578 | 1 | 4.577 | 0 |
| Deferred tax liabilities | 23 | 28.310 | 25.645 | 28.297 | 25.631 |
| Non current liabilities | 40.387 | 34.199 | 40.220 | 33.986 | |
| Taxes payable | 8.134 | 6.571 | 7.682 | 6.106 | |
| Current loans and borrowings | 30 | 149.047 | 157.508 | 146.750 | 155.204 |
| Derivatives | 27 | 0 | 932 | 0 | 932 |
| Trade payables | 33 | 80.312 | 79.888 | 92.255 | 91.259 |
| Other current payables | 34 | 33.517 | 27.833 | 28.450 | 22.511 |
| Current liabilities | 271.009 | 272.732 | 275.137 | 276.012 | |
| Total liabilities | 311.396 | 306.931 | 315.357 | 309.998 | |
| Total equity and liabilities | 370.243 | 380.736 | 380.203 | 389.498 |
| The Group | The Company | ||||
|---|---|---|---|---|---|
| in thousands of euro | |||||
| 1/1- | 1/1- | 1/1- | 1/1- | ||
| Note | 31/12/2015 | 31/12/2014 | 31/12/2015 | 31/12/2014 | |
| Revenue | 8 | 158.092 | 148.873 | 153.603 | 144.326 |
| Cost of sales | 10 | ( 131.828) | ( 134.718) | ( 130.063) | ( 132.908) |
| Gross Profit | 26.264 | 14.155 | 23.540 | 11.418 | |
| Other income | 9 | 3.271 | 14.053 | 2.654 | 13.529 |
| Administrative expenses | 11 | ( 26.577) | ( 29.677) | ( 23.806) | ( 26.179) |
| Distribution expenses | 12 | ( 8.998) | ( 5.786) | ( 8.679) | ( 5.612) |
| Other expenses | 15 | ( 1.734) | ( 530) | ( 1.735) | ( 532) |
| Operating loss | ( 7.774) | ( 7.785) | ( 8.026) | ( 7.377) | |
| Finance income | 1.333 | 3.084 | 1.372 | 3.226 | |
| Finance costs | ( 9.809) | ( 12.317) | ( 9.614) | ( 14.750) | |
| Net finance result | 16 | ( 8.476) | ( 9.233) | ( 8.242) | ( 11.525) |
| Share of profit of equity-accounted investees, net of tax | 3 | ( 159) | 0 | 0 | |
| Pre tax losses | ( 16.247) | ( 17.176) | ( 16.268) | ( 18.901) | |
| Income tax -(expense)income | 17 | 475 | ( 1.326) | 663 | ( 1.058) |
| Losses after tax | ( 15.772) | ( 18.503) | ( 15.605) | ( 19.959) | |
| Attributable to: | |||||
| Owners of the company | ( 15.773) | ( 18.562) | - | - | |
| Non controlling Interests | 1 | 59 | - | - | |
| Losses per share | 18 | ( 0,1818) | ( 0,2140) | ( 0,1799) | ( 0,2301) |
| The Group | The Company | |||
|---|---|---|---|---|
| in thousands of euro | ||||
| 1/1- | 1/1- | 1/1- | 1/1- | |
| Note | 31/12/2015 | 31/12/2014 | 31/12/2015 | 31/12/2014 |
| Losses after tax | ( 15.772) | ( 18.503) | ( 15.605) | ( 19.959) |
| Other comprehensive income | ||||
| Items that are or may be reclassified to profit or loss | ||||
| Impairment loss of affiliated companies , which was | ||||
| reclassified in income statement | 0 | 705 | 0 | 705 |
| Foreign operations-foreign currency translation differences | (9) | 1 | 0 | 0 |
| (9) | 706 | 0 | 705 | |
| Items that will never be reclassified to profit or loss | ||||
| Actuarial gains /(losses) related to Employee benefits 31 |
1.356 | ( 1.741) | 1.355 | ( 1.723) |
| Income tax | ( 404) | 453 | ( 405) | 448 |
| 952 | ( 1.288) | 950 | ( 1.275) | |
| Other comprehensive income, net of tax | 944 | ( 583) | 950 | ( 570) |
| Total comprehensive income | ( 14.828) | ( 19.086) | ( 14.655) | ( 20.529) |
| Attributable to: | ||||
| Owners of the company | ( 14.829) | ( 19.145) | - | - |
| Non controlling Interests | 1 | 59 | - | - |
| Non | |||||||
|---|---|---|---|---|---|---|---|
| Share | Share | Retained | controlling | Total | |||
| in thousands of euro | capital | Premium | Reserves | earnings | Total | interests | equity |
| Balance at 01 January 2015 | 26.888 | 19.777 | 18.139 | 8.763 | 73.568 | 237 | 73.805 |
| Losses after tax | 0 | 0 | 0 | ( 15.773) | ( 15.773) | 1 | ( 15.772) |
| Other comprehensive income, net of | |||||||
| tax | 0 | 0 | ( 9) | 952 | 944 | 0 | 944 |
| Total comprehensive income | 0 | 0 | ( 9) | ( 14.820) | ( 14.829) | 1 | ( 14.828) |
| Dividends | 0 | 0 | 0 | 0 | 0 | ( 130) | ( 130) |
| Balance at 31 December 2015 | 26.888 | 19.777 | 18.131 | ( 6.057) | 58.739 | 108 | 58.847 |
| Share | Share | Retained | |||
|---|---|---|---|---|---|
| in thousands of euro | capital | Premium | Reserves | earnings | Total |
| Balance at 01 January 2015 | 26.888 | 19.777 | 17.860 | 14.975 | 79.501 |
| Losses after tax | 0 | 0 | 0 | ( 15.605) | ( 15.605) |
| Other comprehensive income, net of | |||||
| tax | 0 | 0 | 0 | 950 | 950 |
| Total comprehensive income | 0 | 0 | 0 | ( 14.655) | ( 14.655) |
| Balance at 31 December 2015 | 26.888 | 19.777 | 17.860 | 320 | 64.846 |
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED IN DECEMBER 2015
| Non | |||||||
|---|---|---|---|---|---|---|---|
| Share | Share | Retained | controlling | Total | |||
| in thousands of euro | capital | Premium | Reserves | earnings | Total | interests | equity |
| Balance at 01 January 2014 | 26.888 | 19.777 | 42.716 | 3.331 | 92.713 | 238 | 92.951 |
| Losses after tax | 0 | 0 | 0 | (18.562) | (18.562) | 59 | (18.503) |
| Other comprehensive income, net of | |||||||
| tax | 0 | 0 | 705 | (1.289) | (583) | 0 | (583) |
| Offsetting of reserves Ν.4172/2013 | 0 | 0 | (25.282) | 25.282 | 0 | 0 | 0 |
| Total comprehensive income | 0 | 0 | (24.576) | 5.432 | (19.145) | 59 | (19.086) |
| Dividends | 0 | 0 | 0 | 0 | 0 | (60) | (60) |
| Balance at 31 December 2014 | 26.888 | 19.777 | 18.139 | 8.763 | 73.568 | 237 | 73.805 |
| Share | Share | Retained | |||
|---|---|---|---|---|---|
| in thousands of euro | capital | Premium | Reserves | earnings | Total |
| Balance at 01 January 2014 | 26.888 | 19.777 | 42.462 | 10.902 | 100.030 |
| Losses after tax | 0 | 0 | 0 | (19.959) | (19.959) |
| Other comprehensive income, net of | |||||
| tax | 0 | 0 | 705 | (1.275) | (570) |
| Offsetting of reserves Ν.4172/2013 | 0 | 0 | (25.307) | 25.307 | 0 |
| Total comprehensive income | 0 | 0 | (24.602) | 4.073 | (20.529) |
| Balance at 31 December 2014 | 26.888 | 19.777 | 17.860 | 14.975 | 79.501 |
| The Group | The Company | |||
|---|---|---|---|---|
| 1/1- | 1/1- | 1/1- | 1/1- | |
| in thousands of euro | 31/12/2015 | 31/12/2014 | 31/12/2015 | 31/12/2014 |
| Operating activities : | ||||
| Profit (loss) before taxes | ( 16.247) | ( 17.176) | ( 16.268) | ( 18.901) |
| Plus/less adjustments for: | ||||
| Depreciation and Amortization | 9.057 | 9.162 | 8.337 | 8.359 |
| Impairment losses on property, plant and equipment and intangible | ||||
| assets | 1.715 | 0 | 1.715 | 0 |
| Impairment losses on investments | 0 | 0 | 0 | 2.615 |
| Provisions | 4.337 | 1.409 | 4.332 | 1.405 |
| Exchange differences | 10 | 0 | 0 | 0 |
| Results from investing activities | ( 1.317) | (2.396) | (1.352) | (2.694) |
| Interest and related expenses | 9.809 | 12.317 | 9.614 | 12.135 |
| Plus/Less adjustments for changes in working capital: | ||||
| Decrease / (Increase) in inventories | ( 124) | 197 | (141) | 163 |
| Decrease / (Increase) in receivables | 6.781 | 8.135 | 6.397 | 7.404 |
| (Decrease) / Increase in liabilities (except for borrowings) | 8.346 | 790 | 9.406 | 1.012 |
| Less: | ||||
| Interest charges and related expenses paid | (9.323) | (7.961) | (9.129) | (7.781) |
| Paid taxes | (160) | (892) | 0 | (480) |
| Total Inflows / (Outflows) from operating activities | 12.886 | 3.584 | 12.912 | 3.237 |
| Investing Activities : | ||||
| Purchase of tangible and intangible fixed assets | (2.009) | (2.999) | (1.949) | (3.017) |
| Cash collection from the sale of tangible and intangible fixed assets | 6 | 18 | 6 | 14 |
| ισπράξεις από πώληση ενσώματων και άϋλων παγίων στοιχείων Cash inflows (outflows) from the sale (aquisistion) of investments |
||||
| (shares, securities) | 50 | 84 | 50 | 0 |
| Interest income received | 351 | 676 | 350 | 675 |
| Dividend received | 0 | 48 | 40 | 50 |
| Total Inflows / (Outflows) from Investing Activities | (1.602) | (2.173) | (1.503) | (2.278) |
| Financing Activities : | ||||
| Debt repayment | (5.761) | (11.880) | (5.721) | (11.880) |
| Payments of financial leasing (Capital installments) | (65) | (934) | (11) | (841) |
| Dividend paid | (58) | (60) | 0 | 0 |
| Total Inflows / (Outflows) from Financing Activities | (5.884) | (12.874) | (5,733) | (12.721) |
| Net Increase / (Decrease) in Cash and Cash Equivalents for the year | 5.400 | (11.462) | 5.676 | (11.763) |
| Cash and Cash Equivalents (beginning) | 5.027 | 16.489 | 4.225 | 15.988 |
| Cash and Cash Equivalents (year end) | 10.426 | 5.027 | 9.901 | 4.225 |
The Company " ATHENS MEDICAL SOCIETE ANONYME" with the distinctive title "ATHENS MEDICAL CENTER S.A." (hereafter the "Company" or the "Parent Company") and its subsidiaries (hereafter the "Group") are involved in the area of health care services with the organization and operation of hospital units. The Company's and the Group's head offices are located in the Municipality of Amarousion Attica in 5-7 Distomou Street and employ 2.655 and 2.804 employees respectively.
The Company's shares are publicly traded in the Athens Stock Exchange.
| Company details: | |||||
|---|---|---|---|---|---|
| Board of directors: | Dr. George V. Apostolopoulos– President of BOD | ||||
| Dr. Vassilios G. Apostolopoulos – CEO | |||||
| Christos G. Apostolopoulos – Vice President of BOD | |||||
| Jorn Olaf Hirschmann– Member of BOD | |||||
| (non executive) | |||||
| Nikolaos Koritsas – Member of BOD (non executive) | |||||
| Pampoukis Konstantinos– Member of BOD (non executive) | |||||
| Tountopoulos Vassilios– Member of BOD (non executive) | |||||
| Company's head offices: | 5-7 Distomou Str, 15125 Maroussi | ||||
| Company's number in the registry of Societes | |||||
| Anonymes: | 13782/06/Β/86/06 | ||||
| General Commercial Registry : | 356301000 | ||||
| Auditors: | KPMG CERTIFIED AUDITORS S.A. | ||||
| 3, Stratigou Tombra Str. | |||||
| Aghia Paraskeui | |||||
| 15342 Athens Greece |
The companies, which were included in the attached consolidated Financial Statement of the Group for the year ended at 31/12/2015, together with the related ownership interests are described in table below. There is no deviation in the companies and the method of consolidation relative to that used in the financial statements of the previous year 2014. More information regarding the method of consolidation is found in paragraph 6.1
| Company's name | Company's location country |
Activity | % Group's participation 2015 |
% Group's participation 2014 |
Concolidatio n method |
|---|---|---|---|---|---|
| IATRIKI TECHNIKI S.A. | GREECE | Sale of Medical Tools & Sanitary/Health Equipment |
100.00% | 100.00% | Total |
| EREVNA S.A. | GREECE | Diagnostic & Therapeutic Center |
51.00% | 51.00% | Total |
| AXONIKI EREVNA S.A. | GREECE | Diagnostic Center | 50.50% | 50.50% | Total |
| PHYSIOTHERAPY AND SPORTS INJURY |
GREECE | 33.00% | 33.00% | Total | |
| TREATMENT CENTER S.A. |
Physiotherapy & Sport Injury Restoration/Treatment Services |
||||
| HOSPITAL AFFILIATES INTERNATIONAL |
GREECE | Organization & Administration of Hospitals and Clinics. |
68.89% | 68.89% | Total |
| MEDSANA BMC | ROMANIA | Diagnostic Center | 100.00% | 100.00% | Total |
| BIOAXIS SRL (former MEDSANA SRL) |
ROMANIA | 78.90% | 78.90% | Total | |
| EUROSITE HEALTH SERVICES S.A. |
GREECE | Diagnostic Center Establishment & Operation of Hospitals and Clinics, Parking services |
100.00% | 100.00% | Total |
| MATERNITY CLINIC GAIA |
GREECE | Maternity and gynaecology clinic |
100,00% | 100,00% | Total |
| INTEROPTICS S.A. | GREECE | Trade & services of publication and electronic information & information systems |
27.33% | 27.33% | Equity method |
The consolidated and separate Financial Statements for the year ended at 31/12/2015 (hereinafter referred to as "the Financial Statements") have been prepared in accordance with International Financial Reporting Standards (hereinafter referred to as "IFRS"), issued by the International Accounting Standards Board (IASB) and their interpretations, adopted by the European Union. There are no standards applied in advance of their effective date.
The Financial Statements have been prepared under the historical cost convention, except for derivative financial instruments which are measured at fair value.
The Financial Statements are presented in thousands of euro, unless stated otherwise. It is noted that any deviations are due to roundings.
The Board of Directors of Athens Medical S.A. approved the annual Financial Statements for the year ended at December 31/12/2015, in March 29, 2016. It is noted that the Financial Statements are subject to the approval of the Company's Shareholders' General Assembly Meeting.
These financial statements are presented in euro, which is the Company's functional currency. All amounts have been rounded to the nearest thousand, unless otherwise indicated.
The preparation of Financial Statements according to IFRS requires that Management proceeds to judgments and estimates that affect items of assets and liabilities, the disclosure of contingent assets and liabilities at the reporting date as well as the amounts of income and expenses during the year. The actual results may differ from these estimates.
The above mentioned estimates, assumptions and judgments are periodically reviewed in order to reflect to reflect current conditions and current risks and are based on prior management's experience in conjunction to the volume / level of such transactions and events. The adjustments in accounting estimates are accounted in the period in which they occure and the future accounting periods they affect.
The principle judgments and estimates referring to events the development of which could significantly affect the items of the Financial Statements are as follows:
In terms of compliance with Law 4172/2013 (GG 167A/23-07-2013) and the following Ministerial Decisions, which regulate clawback and rebate with retrospective application from 01.01.2013 up to 31.12.2015, company's management estimates the effects of these provisions on its Financial Statements. Given that the basic parameters for the calculation of clawback have not yet been disclosed and are not yet finalized, it is possible that variations may arise upon the final determination of Clawback for years 2014 and 2015 in the future, as long as these provisions remain valid. Further details are provided in Note 25.
Income (current) tax liabilities according to IAS 12 for the current and prior periods are measured at the amounts expected to be paid to the taxation authorities, using the tax rates that have been enacted at the balance sheet date. (Provision for income taxes reported in the respective income tax returns and the potential additional tax assessments that may be imposed by the tax authorities upon settlement of the open tax years). Accordingly, the financial settlement of the income taxes might differ from the income taxes that have been accounted for in the Financial Statement. Further details are provided in Note 17.
The cost for the staff leaving indemnities is determined based on actuarial valuations. The actuarial valuation requires management making assumptions about future salary increases, discount rates. Management, at each balance sheet date when the provision is re-examined, tries to give its best estimate regarding the above mentioned parameters. Due to the fact that these programmes are for long term periods such estimates are subject to significant uncertainty.
The Group impairs the value of trade receivables when there is evidence or indications that the collection of each receivable in whole or up to a percentage is not feasible. The Management of the Group proceeds to temporary revaluation of the formulated provision for doubtful debts in relation to its credit policy and data from the Group's Law Department, which arises from processing past data and recent developments of each case. Further details are provided in Note 25.
The Companies of the Group are involved (in their capacity as defendant and as plaintiff) in various lawsuits and legal amperages in the framework of its normal operation. The determination of contingent liabilities relating to the litigation and claims is a complex process that involves judgments as to the outcomes and interpretation of laws and regulations. Further details are provided in Note 39.
Management examines the useful life of the depreciable assets each year. At the 31st of December 2015, management estimates that the useful lives represent the predictable usefulness of the assets.
Property plant and equipment are tested for impairment when facts or changes in conditions indicate that their accounting balances may not be recoverable. The recoverable amount is the greater value between the fair value less distribution costs and value in use. For the calculation of the value in use management estimates its future cash flows from the asset or the cash generating unit and chooses the appropriate discount rate to calculate the present value of the future cash flows. Further details are provided in Note 19.
Company follows the instructions of IAS in order to test its investments for impairment. During the determination whether an investment has been impaired, company estimates among other factors the duration or or how much the fair value of the investment is lower than the acquisistion cost which is a solid indication of impairment, the financial viability and the short term prospective, business policies, the investment's future including factors like industry's and business sector's progress, changes in technology as well as in operational and financial cash flows. Further details are provided in Note 21.
Deferred tax assets recognition includes estimates as regards their recoverability. More specifically, the recognition of deferred tax assets on carried forward tax losses requires management to estimate to the extent that it is propable that taxable profit will be available against which the losses can be utilized in each tax regime in which the Company and the subsidiaries of the Group operate. Company and Group's subsidiaries have not recognized future tax benefits on tax losses. Further details are provided in Note 23.
According to L. 4172/2013 (GG 167A/23-07-2013), article 100, which had retrospective power from 01.01.2013 onwards, the following are required: a) return to ΕΟPΥΥ in form of «automatic returns-clawback», of the excess amount, in case of excessing the authorised creditings of EOPYY budget, by the contractual providers, and b) establishment of a graduated percentage on ΕΟPΥΥ liabilities to private providers, as return (rebate).
As a consequence, there was a negative effect for Group's and Company's trade receivables, turn over, equity resulting to the non compliance of specific financial covenants within predetermined limits, of existing bank loans, which did not consider the effects of L. 4172/2013 in the figures of the Financial Statements. Specifically in the existing bank loan's agreement regarding Company, there are certainc covenants, according to which Company is obliged to comply with the following financial ratios: a) minimum Net Debt, b) minimum proportion of Net Debt to EBITDA, c) EBITDA to the total amount of interest expenses minus interest income and d) total Bank Debt to the total Bank Debt plus Equity. For year 2015 like for years 2013 and 2014, three of the above mentioned clauses were not satisfied by the Company, resulting to the reclassification of the common bond loan from long term to short term borrowings, according to IAS 1. This fact was the main reason for which the amount of Group's and Company's current liabilities were greater at 31/12/2015 than current assets, by the amount of euro 146.872 th. and euro 149.124 th. respectively.
During year 2015, Management proceeded significantly, in comparison to 2014, to the conlusion of the negotiation with borrowing banks for the restructuring of the bond loan and the transformation of the borrowing to non current. The developments in year 2015 that affected banking sector lead to a delay of the previous mentioned process, which is expected to enter its final stage after the recapitalization of banks and in general their return to normal operating conditions. It is noted that during closing year the Company paid up bonds of total amount euro 5.822 while the liability for interest cost for year 2015, was normally settled up. Management expects that the negotiations will turn out positively for Company and Group.
Besides what is mentioned above, particular emphasis will be placed on the improvement of cash flow liquidity by steadily claiming the repayment of old receivables of 2007-2011 mainly from insurance funds (before they were included in EOPPY), the normal flow of EOPPY payments according to its contractual obligations as well as the claiming of amounts relevant to cuts due to rebate and clawback. For successful results, the normal satisfaction of Greek State funding needs is important, according to the terms of the third funding package by European Financial Stability Facility, agreed in August 2015 and also the successful first assessment of the program. In addition, the
effort to improve the cash inflow from clients, old and new, besides EOPPY, will be ongoing. It is estimated that there will be an improvement in cash inflow through the increase of operational activities.
The Group aims to maintain its leading position in the Greek market, by means of providing complete first and second level high standard health care services, by making use of its clinics as a compact network, by implementing common trade policy and, at the same time, by taking into account all the social and economic conditions of the population in every place each clinic operates.
According to this direction the company's strategic choices focus on:
The policy of increasing revenue is based on 4 basic rules as following:
Maintaining the agreement with EOPPY while attempting to limit the effect of rebate and clawback.
Strengthening of the cooperations with insurance companies, trying to increase the number of patients and revenue.
3.Turn to medical tourism in order to replace part of revenue from interior market and generally increase the company's turn over.
4.Competitive prices with the development of a new pricing policy which arises with the creation of special nursing packages with special discounting invoices for internal and external patients.
5.Attracting new doctors and development of new cutting edge departments.
The Management intends to reduce the Group's operating cost mainly through structured actions which aim at the reorganization, consolidation of departments, use of οutsourcing services, development of programmes that consume less energy, improvement of variable expenses ratio, continuing thus the policy of limiting the expenses and focusing on maintaining high standard service provision.
The above mentioned action plan in combination with the expected stability and relative development of the Greek economy will have positive effects on the increasing course and will ensure the necessary liquidity for the Clinics and the Group.
Taking under consideration all of the above as well as the fact that Company and Group presented positive operating cash flows, the revised business plan that has positive cash flows for next year and also the advanced negotiations with borrowing banks which is in a positive point, the Group's and the Company's financial statements were prepared based on the assumption of ongoing concern. Its management trusts that the above action plan will have a positive effect and will assure the extinction of cash liquidity problems. As a result, the accompanying financial statements do not include adjustments and reclassifications of assets and liabilities, which have arisen in case the Group and the Company would not be in a position to fulfill their obligation along the normal course of business. Succesfull implementation of the above actions, is substantial for the Group's and the Company's going concern.
The Company and the Group have applied in a consistent way the following accounting policies for all periods included in the financial statements. In Note 7 below, Standards effective since January 1st 2015 are presented,as well as Standards which in one hand are effective since January 1st 2015 but on the other hand are not applicable in Company's and Group's activities.
6.1 Consolidation: The Company's accompanying consolidated Financial Statement include the Financial Statement of the Parent Company, as well as of all the subsidiaries that are controlled by the Parent Company. Subsidiaries are the companies which Parent company controls directly or indirectly through other subsidiaries. Control is presumed when a company has the authority to guide directly or indirectly the financial and operating principles of an entity in order to obtain benefit from its activities. In order to assess the existence of control, voting rights are considered which can be excercised at the moment or may be amended. Subsidiaries are consolidated from the date on which effective control is transferred to the Company and cease to be consolidated from the date in which control ceases to exist.
The consolidated Financial Statement include the Financial Statement of a subsidiary (Physiotherapy Center S.A.), in which although the direct Parent Company holds less than 50% of the voting rights, controls it through the ability of appointing the majority of members of the Board of Directors.
The Group's subsidiaries Ereuna S.A., Axoniki ereuna S.A. and Hospital affiliates S.A. according to their General Assemblies' decisions, have entered a liquidation procedure. Before that and during the year 2006, the above mentioned companies Ereuna S.A. and Axoniki ereuna S.A. have transferred together with all their productive assets – mechanical equipment, their operations to Parent Company and as a qonsequence their Balance Sheets do not include non current assets. As a result the liquidation of the above mentioned companies is not considered to be a discontinued operation according to IFRS 5 "Non-current Assets Held for Sale and Discontinued Operations", that requires distinctive reporting regarding the companies' results and assets.
All intercompany transactions and balances as well as not realized gains due to intercompany transactions, have been eliminated in the accompanying consolidated Financial Statements. Gains not realized from transactions among associated companies are eliminated against the Group's investment's percentage rate in the associated company. Non realized losses are also eliminated unless the transaction implies impairment indications of the transferred asset's item. Where necessary, accounting policies of the subsidiaries and associates have been revised to ensure consistency with the policies adopted by the Group. All the subsidiaries, included in the consolidation, prepare their financials statements for the same reporting period and the same date (31 December) as the Parent Company, with the exemption of the subsidiaries Ereuna S.A. and Axoniki Ereuna S.A., which prepare their Financial Statement for period 1/7-30/6. For consolidation purposes financials statements for these companies were prepared, concerning the same reporting period (1/1/2015-31/12/2015) as the Parent Company, which were included in the consolidation.
Losses within a subsidiary are attributed to the non-controlling interest even if that results in a deficit balance
6.2 Investments in Subsidiaries (separate Financial Statement): The investments of the Parent Company in its consolidated subsidiaries are measured at acquisition cost less any cumulative impairment losses.
(i) Consolidated Financial Statement: The Company's investments in other entities in which Parent exercises significant influence and are not subsidiaries or joint-ventures are accounted for using the equity method. Significant influence, mainly, seems to exist when a company holds, directly or indirectly through subsidiaries a percentage of 20% to 50% of another company's shares. Under this method the investment in associates is recognized at cost in addition to the changes in the percentage of the Company in the associate's equity after the initial date of acquisition less possible provisions for impairment in value. The consolidated statement of income reflects the Company's share of the results of operations of the associate. All the associates, included in the consolidation, prepare their financials statements for the same reporting period and the same date (31 December) as the Parent Company.
When the Group's share of losses in an associate equals or exceeds its interest in the associate, the Group does not recognize further losses, unless it has incurred obligations or made payments on behalf of the associate.
(ii) Separate Financial Statement of Parent: Investments in associates in the stand-alone Financial Statement are measured at acquisition cost less any cumulative impairment losses.
6.4 Investments in joint ventures (jointly controlled entities): The Group has no interests in joint ventures which are jointly controlled entities. Jointly controlled entities are included in the consolidated Financial Statement with the equity consolidation method until the date on which the Group ceases to have joint control over the jointly controlled entities.
6.5 Conversion of foreign currencies: The functional currency of the Company and of its Greek subsidiaries is Euro. The transactions involving other currencies are converted into Euro using the exchange rates that were in effect at the time of the transactions. At the balance sheet date monetary assets and liabilities which are denominated in other currencies are adjusted in order to reflect the current exchange rates. Such arising exchange differences charge income statement.
The functional currency of the Group's foreign subsidiaries is the official currency of the related country in which each subsidiary operates. Thereafter, at each reporting date all balance sheet accounts of these subsidiaries are converted into Euro using the exchange rate in effect at the balance sheet date. Revenues and expenses are converted based on the weighted average rate of exchange that prevailed during the year.
The accumulated difference resulting from such translation is recognized directly in consolidated equity until the disposal, write off or de-recognition of a subsidiary, when it is transferred to the consolidated income statement.
6.6 Intangible Assets: Intangible assets are mainly consisted of software. These are amortized over their estimated useful lives which is set to five years. Software includes their acquisition cost and any expenditure realized in order for it to operate, reduced by the amount of accumulated amortization and any possible impairment losses. Expenditure related to software maintenance is recognized as expense when it occurs.
6.7 Revenue recognition: Revenue includes the fair value of goods and services sold provided, net of recoverable taxes, discounts and returns. Intercompany revenue in Group level is eliminated entirely. Revenue recognition has as follows:
The Sale of Services revenue is accounted according to the extent of service completion.
The Company provides its services in private patients – customers as well as in patients – customers insured in cooperative insurance funds and insurance organizations. More specifically the main insurance fund with whom Group and Company cooperates is ΕΟPΥΥ. Insurance organizations with which Company cooperates are domestic insurance companies and insurance companies abroad. Revenue is accounted according to the extent of service completion and is the net amount expected to be collected by each category.
The sale of goods revenue, is recognized when the goods are delivered to the customers, the goods are accepted by them and the collection of the sale is certain.
The interest revenue is recognized on the accrual basis of accounting.
Revenue from dividends is recognized when the Group's right on such dividends is approved by the respective bodies of the companies' that declare them.
6.8 Property, Plant and Equipment: Land and buildings are valued at historical cost (deemed cost based on the provisions of IFRS 1), less accumulated depreciation and any impairment in value. The Company and the Group proceeded to a fair valuation of its land, buildings, as at January 1, 2004 and these fair values were used as deemed cost on the date of transition to the IFRS. The resulted revaluation surplus was credited to retained earnings. Machinery, transportation equipment, as well as the furniture and the rest of the equipment are measured at historical cost less the accumulated depreciation and any impairment in value. Acquisistion cost includes all direct expenditure necessary for the acquisition of the assets
Repairs and maintenance are charged to expenses as incurred. Major improvements are capitalized to the cost of the asset to which they relate when they extend the useful life, increase the earnings capacity or improve the efficiency of the respective assets. An item of property and plant is derecognized upon sale or disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on derecognition of the asset, is included in the consolidated statement of income in the year the item is derecognized.
6.9 Depreciation: Depreciation is calculated based on the straight-line method at rates, which approximately reflect the average useful lives of relative assets. The rates used are the following:
| Classification | Annual rate |
|---|---|
| Buildings | 2% |
| Machinery and Equipment | 6,67%- 10% |
| Equipment of Transportation | 6%-10% |
| Furniture and rest of Equipment | 10%- 25% |
The residual values and the useful life of tangible assets are tested at every reporting date of Balance Sheet.
6.10 Goodwill and business combinations: Business combinations are accounted for using the acquisition accounting method. This involves recognizing identifiable assets (including previously unrecognized intangible assets) and liabilities (including contingent liabilities) of the acquired business at fair value at acquisition date. Goodwill acquired in a business combination is initially measured at cost being the excess of the cost of the business combination over the Group's interest in the net fair value of the acquiree's identifiable assets, liabilities and contingent liabilities at transaction date. Following initial recognition, goodwill is measured at cost less any accumulated impairment losses.
Goodwill is not amortized, but it is reviewed for impairment, annually or more frequently if events or changes in circumstances indicate that the carrying value may be impaired. At the acquisition date (or at the date of completion of the relative purchase price allocation) any goodwill acquired is allocated to each of the cash-generating units or groups of cash-generating units expected to benefit from it.
Impairment is determined by assessing the recoverable amount of the cash-generating unit, to which the goodwill relates.
Where the recoverable amount of the cash-generating unit is less than the carrying amount and the relevant goodwill, an impairment loss is recognized.
Where goodwill forms part of a cash-generating unit and part of the operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed of, in this circumstance is measured on the basis of the relative values of the operation disposed of and the portion of the cash-generating unit retained.
Goodwill resulting from acquisitions or business combinations has been allocated to the main cash generating units in group level. The cash generating units have been defined in accordance with the provisions of IAS 36 "Impairment of Assets". The Group, in order to decide whether an impairment of goodwill exists, performes the related impairment tests in the cash generating units in which goodwill was allocated, in Group level.
When the Group increases its participation interest to existing subsidiaries (acquisition of minority interests) the total difference between the purchase price and the portion of the minority interests acquired (goodwill or negative goodwill) is transferred directly to equity as it is considered as a transaction among the shareholders (entity concept method). Similarly, when minority interests are sold (without losing control of the subsidiary) then the related gains or losses are recognized directly to equity.
6.11 Impairment of Assets: With the exception of goodwill and intangibles with indefinite life, which are reviewed for impairment at least annually, the carrying value of other non-current assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Whenever the carrying value of an asset exceeds its recoverable amount a respective impairment loss is recognized in the consolidated statement of income. The recoverable amount is measured as the higher of net selling price and value in use. Net selling price is the amount obtainable from the sale of an asset in an arm's length transaction between knowledgeable, willing parties, after deducting any direct incremental selling costs, while value in use is the present value of estimated future cash flows expected to arise from continuing use of the asset and from the revenue due to its disposal at the end of its estimated useful life. For the purpose of assessing impairment, assets are grouped at the lowest level for which there are separately identifiable cash flows. An impairment loss is reversed if the estimate of its recoverable amount changes. After the impairment loss is reversed the item's accounting balance can not exceed the accounting balance (after the deduction of the depreciation) in which the item would be presented if no impairment had ever taken place.
(i) Financial assets: A financial asset (or, where applicable a part of a financial asset or part of a group of similar financial assets) is derecognized when:
• the rights to receive cash flows from the asset have expired;
• the Group retains the right to receive cash flows from the asset, but has assumed an obligation to pay them in full without material delay to a third party under a "pass-through" arrangement; or
• the Group has transferred its rights to receive cash flows from the asset and either (a) has transferred substantially all the risks and rewards of the assets, or (b) has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
Where the Group has transferred its rights to receive cash flows from an asset and has neither transferred nor retained substantially all the risks and rewards of the asset nor transferred control of the asset, the asset is recognized to the extent of the Group's continuing involvement in the asset. Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Group could be required to repay. Where continuing involvement takes the form of a written and/or purchase option (including a cash-settled option or similar provision) on the transferred asset, the extent of the Group's continuing involvement is the amount of the transferred asset that the Group may repurchase (including a cash-settled option or similar provision), except that in the case of a written put option on an asset measured at fair value, where the extent of the Group's continuing involvement is limited to the lower of the fair value of the transferred asset and the option exercise price.
(ii) Financial liabilities: A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. Where an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a de-recognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognized in profit or loss.
6.13 Inventories: Inventories are reported at the lower value between the cost and the net realizable value. Cost of inventories include all costs incurred in bringing inventories to their current location. The cost of inventories is determined based on the weighted average basis. Net realizable value for inventories is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary, to make the sale. Especially medication supply is measured in a different way, that is at the last acquisition value, due to existing state of tariff, according to I.A.S. 2 «inventories», paragraph 25.
6.14 Accounts Receivable and Credit Policy: Short-term receivables are presented at their nominal value, net of provisions for potential non collectible accounts, while long-term receivables (balances that deviate from normal credit terms) are reported at the amortized cost based on the actual interest rate method. At each Balance Sheet date all past due or doubtfull debtors are assessed by management in order to determine the necessity for relevant provision, with criteria such as the customer's ability to pay and the aging of his balance. The balance of such allowance for doubtful accounts is appropriately adjusted at each balance sheet date in order to reflect all possible risks based on the past data of collections and the existing circumstances in the market. It is the Group's policy not to write-off an account until all possible legal action has been exhausted.
6.15 Cash and Cash Equivalents: The Company considers time deposits and other highly liquid investments with original maturity of three months or less, to be cash equivalents. Bank overdrafts are included within borrowings in current liabilities in the balance sheet. For the purpose of the cash flow statements, cash and cash equivalents consist of cash at hand and in banks and of cash and cash equivalents as defined above.
6.16 Share capital: Share capital represents the value of the Parent Company's shares issued and in circulation. Any excess of the fair value of the consideration received over the par value of the shares issued is recognized as the "share premium" in equity. Incremental external costs directly attributable to the issue of new shares are shown as a deduction in equity, net of tax, from the proceeds.
6.17 Long-term Liabilities: All long-term liabilities are initially recognized at cost. After initial recognition loans and borrowings denominated in foreign currency are reported using the spot rate at each reporting date. The interest costs are recognized on the accrual basis of accounting.
6.18 Borrowing Costs: Borrowing Costs are recognized as an expense in the period in which they are accrued.
Short term benefits to personnel in cash and in form of goods are recognized as expense when they are accrued.
Benefits after the exit of service include defined benefit liabilities.
The liability recognized in the statement of financial position for defined benefit liabilitiess is the present value of the commitment for such obligation. The defined benefit liability's commitment is annually determined by an independent actuarial scientist using the projected unit credit method.
The changes in liabilities of the defined benefit liability programme relating to service cost and financial cost is recognized in the statement of profit and loss, while actuarial gains or losses arising from revaluations due to changes in assumptions are recognized in the statement of comprehensive income.
The discounting rate of defined liability after the exit from service is determined by taking into consideration the market performance of high quality corporate bonds at the end of the reporting date.
Benefits provided for service termination are paid when employees leave service earlier than retirement date. Group registers these benefits when is obligated to, or when it terminates the employement of current employees, according to a detailed programme which will not be withdrawn, or when it offers these benefits as motive for voluntary exit. Benefits for employement termination due to be paid 12 months after the reporting date of the Statement of Financial Position is discounted in their present value.
In case of employement termination with the inability to define the number of employees wiiling to use such benefits, there is no recognition but a disclosure as a contingent liability.
6.20 State Pension Programmes: The Company's personnel is covered by several State sponsored pension funds for private sector employees, (I.K.A., T.S.A.Y.) covering post-retirement pensions, and healthcare benefits. Each employee is required to contribute a portion of its monthly salary to the fund, with the Company also contributing a portion. Upon retirement, the pension fund is responsible for paying the employees retirement benefits.
At such, the Company has no legal or constructive obligation to pay future benefits under this plan.
6.21 Borrowings: All borrowings are initially recognized at acquisition cost, which reflects the fair value of amounts collected, net of any relevant transaction costs incurred. After initial recognition, they are measured at amortised cost, based on the effective interest rate. Gains or losses arising from differences of amortised cost are recognised in the income statement, as well as differences due to the de-recognition (repayment) of the borrowings. Borrowing costs are recognised as expenses in the period incurred.
6.22 Income Taxes (Current and Deferred): Current and deferred income taxes are computed based on the stand alone Financial Statement of each of the entities included in the consolidated Financial Statement, in accordance with the tax rules in force in Greece or other tax jurisdictions in which foreign subsidiaries operate. Income tax expense is computed based on each entity's profits as adjusted in its tax returns, additional income taxes resulting from tax audits by the tax authorities and deferred income taxes, using substantively enacted tax rates.
Deferred income tax is computed, using the liability method, on all temporary differences at the balance sheet date between the tax bases and the carrying amounts of assets and liabilities. Deferred income tax liabilities are recognized for all taxable temporary differences:
Except cases, where the deferred income tax liability arises from goodwill impairment.
Except cases where the deferred tax asset regarding the taxable temporary differences arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss and
Deferred tax assets are recognized for all taxable temporary differences and transferred tax assets and losses, to the extent where it is possible that taxable profit will be available which will be used against the taxable temporary differences and the transferred unused taxable assets and losses.
In respect of taxable temporary differences associated with investments in subsidiaries, associates and interest in joint ventures, a deferred tax asset is recognized to the extent that it is probable that the temporary differences will reverse in the foreseeable future and there will be available taxable profit which will be used against temporary differences.
The deferred tax assets are reviewed at each balance sheet date and reduced to the extent, where it is not considered as possible that enough taxable profits will be presented against which, a part or the total deferred tax assets can be utilized.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on the tax rates (and the laws) that have been enacted or substantively enacted at the balance sheet date.
The income tax relating to items recognized directly in equity, is recognized in equity and not in the income statement.
6.23 Financial Leases: Finance leases, which transfer to the Company substantially all the risks and benefits incidental to ownership of the leased item, are capitalized at the inception of the lease at the fair value of the leased property or, if lower, at the present value of the minimum lease payments. Lease payments are apportioned between the finance charges and the reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly to income. Capitalized leased assets are depreciated over estimated useful life of the asset or the lease term.
Leases where the lessor retains substantially all the risks and benefits of ownership of the asset are classified as operating leases. Operating lease payments are recognized as an expense in the income statement on the straight line basis over the lease term.
6.24 Provisions and Contingencies: Provisions are recognized when the Company has a present legal or presumed/imputed obligation as a result of past events, it is probable that an outflow of resources will be required to settle this obligation and a reliable estimate of the amount of the obligation can be made. Provisions are reviewed at each balance sheet date and are adjusted to reflect the present value of the expenditure expected to be required to settle the obligation. If the effect of time value of money is material, provisions are determined by discounting the expected future cash flows at a pretax rate that reflects current market assessments of the time value of money and, where appropriate the risks specific to the liability. Contingent liabilities are not recognized in the consolidated Financial Statement but they are disclosed unless the possibility of an outflow of resources embodying economic benefits is remote. Contingent assets are not recognized in the Financial Statement but are disclosed when an inflow of economic benefits is probable.
6.25 Earnings per share: Basic earnings per share are computed by dividing net income attributed to the equity owners of Parent by the weighted average number of ordinary shares outstanding during each year, excluding any treasury shares outstanding during the year. Diluted earnings per share are computed by dividing net income
attributed to equity owners of Group (after deducting the impact on the convertible recognized preference shares) by the weighted average number of ordinary shares outstanding during the year (after deducting the impact on the convertible recognized preference shares).
6.26 Operating Segment reporting : The Group reports financial and descriptive information about its operating segments or aggregations of operating segments that meet specified criteria. Operating segments are components of an entity about which separate financial information is available that is evaluated regularly by management, in deciding how to allocate resources and in assessing performance.
The operating segment performance assessment is based on revenue, operating results and EBITDA (results before taxes, financing, investing activity and depreciation). The Group for measuring the segment operating results, applies the same accounting policies to the ones adopted for preparing the Financial Statement.
The transactions between operating segments are realized within the normal operating framework of the Group to a way similar to the one used between related parties. Intersegment sales are eliminated in consolidated Financial Statements.
6.27 Derivative Financial Instruments and hedging activities: Derivatives are initially recognized at fair value on the date a derivative contract is entered into and are subsequently measured at their fair value. The method of recognizing the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged. The Group documents, at the inception of the transaction, the relationship between hedging instruments and hedged items (increase of the floating rate), as well as its risk management objectives and strategy for undertaking various hedging transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis, of whether derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items.
The effective portion of changes in the fair value of these derivatives is recognized in equity. The gain or loss relating to the ineffective portion is recognized immediatelly in the income statement. Amounts accumulated in equity are recycled in the income statement in the periods when the hedged item affects profit or loss (when the forecast transaction being hedged takes place).
The derivatives that are not designated as hedges and do not qualify for hedge accounting are classified as heldfor-trading and accounted for at fair value through profit or loss.
Financial assets in the scope of IAS 39 depending on their nature and characteristics are classified as either:
When financial assets are recognized initially, they are measured at fair value, plus, in some cases directly attributable transaction costs.
The Group determines the classification of its financial assets after initial recognition and, where allowed and appropriate, re-evaluates this designation periodically.
Financial assets are classified as held for trading if they are acquired for the purpose of selling in the near term. Gains or losses on investments held for trading are recognized in income statement.
Such assets, derived by the company's activity (that is beyond the Group's ordinary credit limits), are carried at amortised cost using the effective interest method. Gains and losses are recognized in the income statement when the loans and receivables are de-recognized or impaired, as well as through the amortization process.
6.29 Government Grants: Government grants are recognized where there is reasonable assurance that the grant will be received and all attaching conditions will be complied with. Where the grant relates to an asset, it is recognized as deferred income and released to the income statement, in equal amounts over the expected useful life of the related asset. When the grant relates to an expense item, it is recognized over the period necessary to match the grant on a systematic basis to the costs that it is intended to compensate.
6.30 Dividend distribution: The obligatory, according to law, dividend distribution to the Group's shareholders is recognized as an obligation to the Financial Statement in the year, in which the distribution is approved by the General Assembly of the Shareholders.
6.31 Offseting: Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset recognised amounts, and there is an intention to settle them on the net basis or realise the asset and settle the liability simultaneously.
6.32 Comparative figures: Where necessary comparative figures were reclassified to match with changes in closing year's figures presentation, without any effect in equity, turn over and results after taxes and non controlling interests of previous year for Group and Company.
6b. New Standards, Improvements and Amendmends of current Standards, which have been valid and have been adopted by the European Union.
On 21.11.2013 the International Accounting Standards Board amended the requirements of IAS 19 for the accounting of employee contributions that are linked to service but are independent of the number of years of service. Examples of contributions that are independent of the number of years of service include those that are a fixed percentage of the employee's salary, a fixed amount throughout the service period or dependent on the employee's age. In accordance with this amendment, the entity is permitted to recognize such contributions either as a reduction of service cost in the period in which the related service is rendered (as if a short term employee benefit is recognised) or to continue to attribute them to periods of service.
The adoption of the above amendment had no impact on the financial statements of the Group.
As part of the annual improvements project, the International Accounting Standards Board issued, on 12.12.2013, non- urgent but necessary amendments to various standards.
The adoption of the above amendments had no impact on the financial statements of the Group.
Except for the standards mentioned above, the European Union has adopted the following amendments to standards which are effective for annual periods beginning after 1.1.2015 and have not been early adopted by the Group.
Effective for annual periods beginning on or after 1.1.2016
On 6.5.2014 the International Accounting Standards Board issued an amendment to IFRS 11 with which it is clarified that when an entity acquires an interest in a joint operation in which the activity of the joint operation constitutes a business (as defined in IFRS 3), it shall apply all of the principles on business combinations accounting in IFRS 3, and other IFRSs, that do not conflict with the guidance in IFRS 11. In addition, it shall disclose the information required by IFRS 3 and other related standards. This applies both when acquiring the initial interest in the joint operation that constitutes a business and when acquiring an additional interest.
The Group is examining the impact from the adoption of the above amendment on its financial statements.
Effective for annual periods beginning on or after 1.1.2016
On 18.12.2014 the International Accounting Standards Board issued an amendment to IAS 1 in the context of the project it has undertaken to analyze the possibilities for improving the disclosures in IFRS financial reporting. The main amendments are summarized below:
• the restriction to disclose only a summary of significant accounting policies is removed;
• it is clarified that even when other standards require specific disclosures as minimum requirements, an entity may not provide them if this is considered immaterial. In addition, in case the disclosures required by the IFRS are insufficient to enable users to understand the impact of particular transactions, the entity shall consider whether to provide additional disclosures;
• it is clarified that the line items that IFRS require to be presented in the balance sheet and the statements of profit or loss and other comprehensive income are not restrictive and that the entity may present additional line items, headings and subtotals;
• it is clarified that in the Statement of Comprehensive Income the share of other comprehensive income of associates and joint ventures accounted for using the equity method shall be separated into:
amounts that will not be reclassified subsequently to profit or loss and
amounts that will be reclassified subsequently to profit or loss;
• it is clarified that the standard does not specify the presentation order of the notes and that each entity shall determine a systematic manner of presentation taking into account the understandability and comparability of its financial statements.
The Group is examining the impact from the adoption of the above amendment on its financial statements.
Effective for annual periods beginning on or after 1.1.2016
On 12.5.2014 the International Accounting Standards Board issued an amendment to IAS 16 and IAS 38 with which it expressly prohibits the use of revenue as a basis for the depreciation and amortization method of property, plant and equipment and intangible assets respectively. An exception is provided only for intangible assets and only when the following conditions are met:
(a) when the intangible asset is expressed as a measure of revenue, i.e. when the right over the use of the intangible asset is expressed as a function of revenue to be generated in such a way that the generation of a specific amount of revenue determines the end of the right of use, or
(b) when it can be demonstrated that the revenue and the consumption of the economic benefits are highly correlated.
The Group is examining the impact from the adoption of the above amendment on its financial statements.
Effective for annual periods beginning on or after 1.1.2016
On 30.6.2014 the International Accounting Standards Board issued an amendment to IAS 16 and IAS 41 with which it clarified that bearer plants, which are living plants that:
a) are used in the production or supply of agricultural produce;
b) are expected to bear produce for more than one period; and
c) have remote likelihood of being sold as agricultural produce, except for incidental scrap sales, shall be accounted for based on IAS 16 instead of IAS 41.
The above amendment does not apply to the activities of the Group.
On 12.8.2014 the International Accounting Standards Board issued an amendment to IAS 27 with which it provides the option to use the equity method to account for investments in subsidiaries, joint ventures and associates in an entity's separate financial statements. In addition, with the above amendment it is clarified that the financial statements of an investor that does not have investments in subsidiaries but has investments in associates or joint ventures, which under IAS 28 are accounted for with the equity method, do not constitute separate financial statements.
The Group is examining the impact from the adoption of the above amendment on its financial statements.
As part of the annual improvements project, the International Accounting Standards Board issued, on 25.9.2014, non- urgent but necessary amendments to various standards.
The Group is evaluating the impact from the adoption of the above amendments on its financial statements.
In addition, the International Accounting Standards Board has issued the following standards and amendments to standards which have not yet been adopted by the European Union and they have not been early applied by the Group.
Effective for annual periods beginning on or after 1.1.2018
On 24.7.2014, the International Accounting Standards Board completed the issuance of the final text of IFRS 9: Financial Instruments, which replaces the existing IAS 39. The new standard provides for significant differentiations in the classification and measurement of financial instruments as well as in hedge accounting. An indication of the new requirements is presented below:
Financial instruments shall be classified, at initial recognition, at either amortized cost or at fair value. The criteria that should be considered for the initial classification of the financial assets are the following:
i. The entity's business model for managing the financial assets and
ii. The contractual cash flow characteristics of the financial assets.
In addition, IFRS 9 permits, at initial recognition, equity instruments to be classified at fair value through other comprehensive income. The option precludes equity instruments held for trading. Moreover, with regards to embedded derivatives, if the hybrid contact contains a host that is within the scope of IFRS 9, the embedded derivative shall not be separated and the accounting treatment of the hybrid contact should be based on the above requirements for the classification of the financial instruments. With regards to the financial liabilities, the main difference is that the change in the fair value of a financial liability initially designated at fair value through profit or loss shall be recognised in profit or loss with the exception of the effect of change in the liability's credit risk which shall be recognized directly in other comprehensive income.
Contrary to the existing IAS 39, under which an entity recognizes only incurred credit losses, the new standard requires the recognition of lifetime expected credit losses if the credit risk of the financial instrument has increased significantly since initial recognition. If the credit risk has not increased significantly since initial recognition, 12-month expected credit losses shall be recognized.
The new requirements for hedge accounting are more aligned with the entity's risk management. The main changes in relation to the current requirements of IAS 39 are summarized below:
• more items become eligible for participating in a hedging relationship either as hedging instruments or as hedged items,
• the requirement for hedge effectiveness tests to be within the range of 80%-125% is removed. Hedge effectiveness test is performed progressively only and under certain circumstances a qualitative assessment is considered adequate,
• in case that a hedging relationship ceases to be effective but the objective of risk management regarding the hedging relationship remains the same, the entity shall rebalance the hedging relationship in order to satisfy the hedge effectiveness criteria.
It is noted that the new requirements for hedge accounting do not include those that relate to macro hedging, since they have not been finalized yet.
Except for the aforementioned modifications, the issuance of IFRS 9 has resulted in the amendment to other standards and mainly to IFRS 7 where new disclosures were added.
The Group, in order to ensure proper application of IFRS 9 from 1.1.2018, is evaluating the impact from the adoption of the above amendments on its financial statements.
On 18.12.2014, the International Accounting Standards Board issued an amendment to the above standards with which it clarified that the exception provided in IFRS 10 and IAS 28, for the preparation of consolidated financial statements and the application of the equity method respectively, applies also to a parent entity that it is a subsidiary of an investment entity which measures all of its subsidiaries at fair value according to IFRS 10. In addition, with the aforementioned amendment it was clarified that the disclosure requirements of IFRS 12 apply to the investment entities which measure all of their subsidiaries at fair value through profit or loss.
The adoption of the above amendment by the Group is not expected to have any impact on its financial statements.
On 11.9.2014 the International Accounting Standards Board issued an amendment to IFRS 10 and IAS 28 in order to clarify the accounting treatment of a transaction of sale or contribution of assets between an investor and its associate or joint venture. In particular, IFRS 10 was amended in order to be clarified that in case that as a result of a transaction with an associate or joint venture, a parent loses control of a subsidiary, which does not contain a business, as defined in IFRS 3, it shall recognise to profit or loss only the part of the gain or loss which is related to the unrelated investor's interests in that associate or joint venture. The remaining part of the gain from the transaction shall be eliminated against the carrying amount of the investment in that associate or joint venture.
In addition, in case the investor retains an investment in the former subsidiary and the former subsidiary is now an associate or joint venture, it recognises the part of the gain or loss resulting from the remeasurement at fair value of the investment retained in that former subsidiary in its profit or loss only to the extent of the unrelated investor's interests in the new associate or joint venture. The remaining part of the gain is eliminated against the carrying amount of the investment retained in the former subsidiary.
In IAS 28, respectively, it was clarified that the partial recognition of the gains or losses shall be applied only when the involved assets do not constitute a business. Otherwise, the total of the gain or loss shall be recognised. On 17.12.2015, the International Accounting Standards Board deferred the effective date for the application of the amendment that had been initially determined. The new effective date will be determined by the International Accounting Standards Board at a future date after taking into account the results of its project relating to the equity method.
The Group is examining the impact from the adoption of the above amendment on its financial statements.
On 30.1.2014 the International Accounting Standards Board issued IFRS 14. The new standard addresses the accounting treatment and the disclosures required for regulatory deferral accounts that are maintained in accordance with local legislation when an entity provides rate-regulated goods or services. The scope of this standard is limited to first-time adopters that recognized regulatory deferral accounts in their financial statements in accordance with their previous GAAP. IFRS 14 permits these entities to capitalize expenditure that non-rateregulated entities would recognize as expense.
The above standard does not apply to the financial statements of the Group.
Effective for annual periods beginning on or after 1.1.2018
IFRS 15 "Revenue from Contracts with Customers" was issued on 28.5.2014 by the International Accounting Standards Board. The new standard is the outcome of a joint project by the IASB and the Financial Accounting Standards Board (FASB) to develop common requirements as far as the revenue recognition principles are concerned.
The new standard shall be applied to all contracts with customers, except those that are in scope of other standards, such as financial leases, insurance contracts and financial instruments. According to the new standard, an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. A new revenue recognition model is introduced, by applying the following five steps:
The performance obligation notion is new and in effect represents a promise in a contract with a customer to transfer to the customer either: (a) a good or service (or a bundle of goods or services) that is distinct; or (b) a series of distinct goods or services that are substantially the same and that have the same pattern of transfer to the customer. The new IFRS 15 supersedes:
(a) IAS 11 "Construction Contracts";
(b) IAS 18 "Revenue";
(c) IFRIC 13 "Customer Loyalty Programmes";
(d) IFRIC 15 "Agreements for the Construction of Real Estate";
(e) IFRIC 18 "Transfers of Assets from Customers";and
(f) SIC-31 "Revenue—Barter Transactions Involving Advertising Services".
The Group is examining the impact from the adoption of IFRS 15 on its financial statements.
On 13.1.2016 the International Accounting Standards Board issued IFRS 16 "Leases" which supersedes:
The new standard significantly differentiates the accounting of leases for lessees while essentially maintaining the existing requirements of IAS 17 for the lessors. In particular, under the new requirements, the classification of leases as either operating or finance is eliminated. A lessee is required to recognize, for all leases with term of
more than 12 months, the right-of-use asset as well as the corresponding obligation to pay the lease payments.
The above treatment is not required when the asset is of low value.
The Group is examining the impact from the adoption of IFRS 16 on its financial statements.
Effective for annual periods beginning on or after 1.1.2017
On 29.1.2016 the International Accounting Standards Board issued an amendment to IAS 7 according to which an entity shall provide disclosures that enable users of financial statements to evaluate changes in liabilities for which cash flows are classified in the statement of cash flows as cash flows from financing activities. The changes that shall be disclosed, which may arise both from cash flows and non-cash changes, include:
The Group is examining the impact from the adoption of the above amendment on its financial statements.
Effective for annual periods beginning on or after 1.1.2017
On 19.1.2016 the International Accounting Standards Board issued an amendment to IAS 12 with which the following were clarified:
• Unrealised losses on debt instruments measured at fair value for accounting purposes and at cost for tax purposes may give rise to a deductible temporary difference regardless of whether the debt instrument's holder expects to recover the carrying amount of the asset by sale or by use.
• The recoverability of a deferred tax asset is assessed in combination with other deferred tax assets. However, if tax law offsets specific types of losses only against a particular type of income, the relative deferred tax asset shall be assessed in combination with other deferred tax assets of the same type.
• During the deferred tax asset recoverability assessment, an entity compares the deductible temporary differences with future taxable profit that excludes tax deductions resulting from the reversal of those deductible temporary differences.
• The estimate of probable future taxable profit may include the recovery of some of an entity's assets for more than their carrying amount if there is sufficient evidence that it is probable that the entity will achieve this.
The Group is examining the impact from the adoption of the above amendment on its financial statements.
The operating segment performance assessment is based on revenue, operating results and EBITDA. (results before taxes, financing, investing activity and depreciation), while intersegment sales are eliminated in consolidated Financial Statement. It is noted that the Group applies the same accounting policies as those in the financial statements in order to measure the operating segments' results.
Hence the group's operating segments are the following: a) Domestic healthcare service, b) Healthcare service provided abroad (Romania) and c) Sale of medical tools & sanitary/health equipment.
| 2015 | Domestic | Healthcare service |
Sale of medical tools & |
|||
|---|---|---|---|---|---|---|
| in thousands of euro | healthcare service |
provided abroad |
sanitary/health equipment |
Other | Eliminations | Total |
| Sales | ||||||
| To customers | 153.522 | 4.148 | 355 | 66 | 0 | 158.092 |
| Intersegment | 600 | 0 | 9.413 | 0 | ( 10.013) | 0 |
| Total | 154.122 | 4.148 | 9.768 | 66 | ( 10.013) | 158.092 |
| Results | ||||||
| Profit before taxes, financing and | ||||||
| investing activity and depreciation | 2.190 | 156 | 679 | ( 8) | 0 | 3.017 |
| Financial income | 1.372 | 1 | 0 | 0 | ( 37) | 1.336 |
| Financial expenses | ( 9.615) | ( 31) | ( 164) | ( 0) | 0 | ( 9.809) |
| Gains / (losses) from associates | 3 | 0 | 0 | 0 | 0 | 3 |
| Profit before taxes | ( 16.139) | ( 12) | ( 52) | ( 8) | ( 37) | ( 16.247) |
| Taxes | 624 | 3 | ( 143) | ( 8) | 0 | 475 |
| Profit after taxes | ( 15.515) | ( 8) | ( 195) | ( 16) | ( 37) | ( 15.772) |
| Depreciation/Amortization | ( 8.352) | ( 138) | ( 567) | 0 | 0 | ( 9.057) |
| Segment assets | 382.869 | 1.078 | 36.979 | 10.439 | ( 61.123) | 370.243 |
| Segment liabilities | 320.130 | 438 | 26.001 | 2.716 | ( 37.890) | 311.396 |
| 2014 | Healthcare | Sale of medical | ||||
|---|---|---|---|---|---|---|
| Domestic | service | tools & | ||||
| healthcare | provided | sanitary/health | ||||
| in thousands of euro | service | abroad | equipment | Other | Eliminations | Total |
| Sales | ||||||
| To customers | 144.507 | 4.193 | 100 | 73 | 0 | 148.873 |
| Intersegment | 333 | 0 | 8.933 | 0 | ( 9.266) | 0 |
| Total | 144.840 | 4.193 | 9.033 | 73 | ( 9.266) | 148.873 |
| Results | ||||||
| Profit before taxes, financing and | ||||||
| investing activity and depreciation | 1.360 | 81 | 466 | ( 0) | 0 | 1.907 |
| Financial income | 3.226 | 1 | 52 | 0 | ( 354) | 2.926 |
| Financial expenses | ( 14.749) | ( 33) | ( 151) | ( 0) | 2.615 | ( 12.317) |
| Gains / (losses) from associates | ( 82) | 0 | ( 77) | 0 | 0 | ( 159) |
| Profit before taxes | ( 19.081) | ( 126) | ( 228) | ( 2) | 2.261 | ( 17.176) |
| Taxes | ( 1.069) | 2 | ( 219) | ( 4) | ( 37) | ( 1.326) |
| Profit after taxes | ( 20.150) | ( 124) | ( 447) | ( 6) | 2.225 | ( 18.503) |
| Depreciation/Amortization | ( 8.391) | ( 176) | ( 596) | 0 | 0 | ( 9.162) |
| Segment assets | 391.922 | 1.167 | 34.560 | 10.401 | ( 57.315) | 380.736 |
| Segment liabilities | 315.249 | 510 | 23.390 | 2.662 | ( 34.879) | 306.931 |
| in thousands of euro | 2015 | 2014 |
|---|---|---|
| Romania | 4.148 | 4.193 |
| Greece | 153.944 | 144.680 |
Inter-segment revenues are eliminated upon consolidation.
Capital expenditures refer mainly to sector a) Domestic healthcare service.
It is noted that in domestic healthcare service sector, the most significant part of sales to customers (approximately 22%), refers mainly to public insurance funds that are included in the broader public sector.
| The Group | The Company | |||
|---|---|---|---|---|
| 1/1 - | 1/1 - | 1/1 - | 1/1 - | |
| in thousands of euro | 31/12/2015 | 31/12/2014 | 31/12/2015 | 31/12/2014 |
| Revenue (before Rebate and Clawback) | 177.511 | 170.442 | 173.022 | 165.894 |
| Estimated effect of Rebate and Clawback | ||||
| (L.4172/2013 art. 100) | (19.419) | (21.568) | (19.419) | (21.568) |
| Revenue (after Rebate and Clawback) | 158.092 | 148.873 | 153.603 | 144.326 |
According to L. 4172/2013 (GG 167A/23-07-2013) article 100 provisions the following are required: a) return to ΕΟPΥΥ, by the contractual providers, in form of «automatic returns-clawback», of the excess amount, in case of excessing the authorised creditings of EOPYY budget and b) establishment of graduated percentage on ΕΟPΥΥ debt to private providers, as return (rebate).
Management based on available information at 31/12/2014, estimated the amount of automatic returns-clawback, for year 2014 and reduced Company's and Group's turnover by the amount of euro 21.568. The same way Company for period 1/1/2015 – 31/12/2015,. based on the relative certifications of automatic returns-clawback issued by EOPYY, as well as on last year's available information a) issued credit notes amounted to euro 8.297 regarding the first semester of year 2015 and b) estimated the amount of automatic returns-clawback regarding the amount of sales for year 2015 to EOPYY, which was not finalized and additionally reduced Company's and Group's turn over by the amount of euro 11.122.
The other income that are presented in the accompanying Financial Statement are analyzed as follows:
| The Group | The Company | |||
|---|---|---|---|---|
| 1/1 - | 1/1 - | 1/1 - | 1/1 - | |
| in thousands of euro | 31/12/2015 | 31/12/2014 | 31/12/2015 | 31/12/2014 |
| Provision of services | 797 | 1.898 | 820 | 1.904 |
| Government grants, special tax returns | 333 | 4 | 333 | 4 |
| Income from rentals | 901 | 845 | 1.048 | 999 |
| Income from reversal of provisions Rebate and | ||||
| Clawback 1st and 2nd semester 2013 (L.4172/2013 | ||||
| art. 100) | 0 | 9.664 | 0 | 9.664 |
| Income from reversal of provisions | 0 | 122 | 0 | 87 |
| Other income | 1.239 | 1.520 | 452 | 872 |
| Total | 3.271 | 14.053 | 2.654 | 13.529 |
The cost of sales that is presented in the accompanying Financial Statement is analyzed as follows:
| The Group | The Company | ||||
|---|---|---|---|---|---|
| 1/1 - | 1/1 - | 1/1 - | 1/1 - | ||
| in thousands of euro | 31/12/2015 | 31/12/2014 | 31/12/2015 | 31/12/2014 | |
| Payroll cost (Note 13) | 57.585 | 57.983 | 56.971 | 57.305 | |
| Third party fees | 13.614 | 15.154 | 13.509 | 15.047 | |
| Depreciation and amortization (Note 14) | 7.758 | 7.818 | 7.600 | 7.642 | |
| Other third party expenses | 11.314 | 11.364 | 9.938 | 9.951 | |
| Taxes and duties | 570 | 664 | 570 | 663 | |
| Other expenses | 4.490 | 4.707 | 4.415 | 4.613 | |
| Health care materials, medicine and other | |||||
| consumables and special materials | 36.497 | 37.028 | 37.061 | 37.686 | |
| Total | 131.828 | 134.718 | 130.063 | 132.908 |
The administrative expenses that are presented in the accompanying Financial Statement are analyzed as follows:
| The Group | The Company | |||
|---|---|---|---|---|
| 1/1 - | 1/1 - | 1/1 - | 1/1 - | |
| in thousands of euro | 31/12/2015 | 31/12/2014 | 31/12/2015 | 31/12/2014 |
| Payroll cost (Note 13) | 16.392 | 18.036 | 14.833 | 16.504 |
| Third party fees | 1.307 | 1.837 | 1.222 | 1.746 |
| Depreciation and amortization (Note 14) | 1.298 | 1.342 | 738 | 716 |
| Other third party expenses | 2.089 | 2.146 | 1.910 | 1.950 |
| Taxes and duties | 1.036 | 1.383 | 1.012 | 1.363 |
| Other expenses | 4.272 | 4.540 | 3.963 | 3.567 |
| Health care materials, medicine and other | ||||
| consumables and special materials | 182 | 392 | 127 | 333 |
| Total | 26.577 | 29.677 | 23.806 | 26.179 |
During year 2015, the total compensation of Independent Auditor «KPMG Certified Auditors Α.Ε» for the obligatory audit of separate and consolidated annual Financial Statements as well as the tax audit, came up to euro 160.
The distribution costs that are presented in the accompanying Financial Statement are analyzed as follows:
| The Group | The Company | |||
|---|---|---|---|---|
| 1/1 - | 1/1 - | 1/1 - | 1/1 - | |
| in thousands of euro | 31/12/2015 | 31/12/2014 | 31/12/2015 | 31/12/2014 |
| Payroll cost (Note 13) | 130 | 119 | 0 | 0 |
| Third party fees | 244 | 229 | 240 | 221 |
| Depreciation and amortization (Note 14) | 1 | 2 | 0 | 0 |
| Other third party expenses | 20 | 19 | 0 | 0 |
| Taxes and duties | 498 | 3.323 | 492 | 3.321 |
| Other expenses | 138 | 207 | 114 | 183 |
| Allowances for doubtfull debtors -Impairment (Note | ||||
| 25) | 4.120 | 1.492 | 4.115 | 1.492 |
| Deletion of receivables (σημείωση 25) | 3.846 | 396 | 3.717 | 396 |
| Total | 8.998 | 5.786 | 8.679 | 5.612 |
The Payroll cost that is included in the accompanying Financial Statement is analyzed as follows:
| The Group | The Company | ||||
|---|---|---|---|---|---|
| 1/1 - | 1/1 - | 1/1 - | 1/1 - | ||
| in thousands of euro | 31/12/2015 | 31/12/2014 | 31/12/2015 | 31/12/2014 | |
| Wages and Salaries | 59.566 | 60.834 | 57.674 | 58.936 | |
| Social security costs | 13.786 | 14.449 | 13.412 | 14.031 | |
| Provision for retirement indemnities (Note 31) | 627 | 554 | 602 | 551 | |
| Other staff expenses | 128 | 301 | 117 | 291 | |
| Total | 74.107 | 76.138 | 71.804 | 73.809 |
Depreciation and amortization accounted in the accompanying Financial Statement is analyzed as follows:
| The Group | The Company | ||||
|---|---|---|---|---|---|
| 1/1 - | 1/1 - | 1/1 - | 1/1 - | ||
| in thousands of euro | 31/12/2015 | 31/12/2014 | 31/12/2015 | 31/12/2014 | |
| Depreciation of property plant and equipment (Note | |||||
| 19) | 8.887 | 9.042 | 8.178 | 8.248 | |
| Amortization of intangible assets (Note 20) | 170 | 120 | 160 | 111 | |
| Total | 9.057 | 9.162 | 8.337 | 8.359 |
The other expenses are analyzed as follows:
| The Group | The Company | ||||
|---|---|---|---|---|---|
| 1/1 - 1/1 - |
1/1 - | 1/1 - | |||
| in thousands of euro | 31/12/2015 | 31/12/2014 | 31/12/2015 | 31/12/2014 | |
| Impairment on PPE (Note 19) | 1.715 | 0 | 1.715 | 0 | |
| Loss on disposals of fixed assets | 19 | 530 | 20 | 532 | |
| Total | 1.734 | 530 | 1.735 | 532 |
The financial income/ (costs) that are presented in the accompanying Financial Statement are analyzed as follows:
| The Group | ||
|---|---|---|
| in thousands of euro | 1/1 - 31/12/2015 | 1/1 - 31/12/2014 |
| Retirement indemnity interest costs (note 31) | (143) | (203) |
| Interest on current loans/borrowings & relevant expenses | (7.994) | (8.695) |
| Impairment loss of affiliated companies Medisoft SA and | ||
| Iatriko Int., which was reclassified in income statement | 0 | (705) |
| Financial expenses from derivatives | (946) | (1.834) |
| Factoring commissions | (375) | (252) |
| Finance lease interest | (8) | (14) |
| Derivative valuation at fair value | (344) | (615) |
| Total financial costs | (9.809) | (12.317) |
| Dividends from investments in companies | 0 | 48 |
| Interest on deposits and relevant income | 5 | 21 |
| Income from derivatives | 346 | 656 |
| Derivative valuation at fair value | 932 | 2.345 |
| Gain due to securities at fair value (shares), sale | 50 | 0 |
| Gain due to Medicafe S.A. sale in subsidiary's Iatriki Techniki | ||
| S.A.books | 0 | 4 |
| Non consolidation of Ortelia Holdings | 0 | 10 |
| Total financial income | 1.333 | 3.084 |
| Financial income/(costs) | (8.476) | (9.233) |
Dividends from investments in companies amounted to euro 48 for year ended 31/12/2014, refer to associate Company Medicafe S.A., which was sold in December 2014 with a sale price of euro 85.
| The Company | ||
|---|---|---|
| in thousands of euro | 1/1 - 31/12/2015 | 1/1 - 31/12/2014 |
| Retirement indemnity interest costs (note 31) | (142) | (201) |
| Interest on current loans/borrowings & relevant expenses | (7.807) | (8.523) |
| Impairment loss of investments | 0 | (2.615) |
| Impairment loss of affiliated companies Medisoft SA and Iatriko | ||
| Int., which was reclassified in income statement | 0 | (705) |
| Financial expenses from derivatives | (946) | (1.834) |
| Factoring commissions | (375) | (252) |
| Finance lease interest | 0 | (6) |
| Derivative valuation at fair value | (344) | (615) |
| Total financial costs | (9.614) | (14.750) |
| Interest on deposits and relevant income | 4 | 19 |
| Income from derivatives | 346 | 656 |
| Derivative valuation at fair value | 932 | 2.345 |
| Dividends from investments in companies | 40 | 205 |
| Gain due to securities at fair value (shares), sale | 50 | 0 |
| Total financial income | 1.372 | 3.226 |
| Financial income/(costs) | (8.242) | (11.525) |
Dividends are analyzed as follows:
| The Group | |||
|---|---|---|---|
| in thousands of euro | 1/1- 31/12/2015 | 1/1-31/12/2014 | |
| IATRIKI TECHNIKI S.A. | 0 | 155 | |
| PHYSIOTHERAPY AND SPORTS INJURY | |||
| TREATMENT CENTER S.A. | 40 | 50 | |
| Total | 40 | 205 |
According to the tax legislation, the tax rate applicable in companies for the year of 2015 is 29%. (26 % the 31st of December 2014).
The provision for income taxes presented in the accompanying Financial Statement is analyzed as follows:
| The Group | The Company | ||||
|---|---|---|---|---|---|
| 1/1 - 1/1 - |
1/1 - 1/1 - |
||||
| in thousands of euro | 31/12/2015 | 31/12/2014 | 31/12/2015 | 31/12/2014 | |
| Current tax (expense) benefit | |||||
| Current year | (187) | (505) | 0 | (225) | |
| Adjustments for prior years | (954) | 0 | (950) | 0 | |
| (1.141) | (505) | (950) | (225) | ||
| Deferred tax (expense) benefit | |||||
| Change of tax rate | (1.963) | 0 | (1.955) | 0 | |
| Change in recognised deductible | |||||
| temporary differences | 3.579 | (822) | 3.568 | (833) | |
| 1.616 | (822) | 1.613 | (833) | ||
| Tax (expense) benefit | 475 | (1.326) | 663 | (1.058) |
Greek tax laws and related regulations are subject to interpretations by the tax authorities. Tax returns are filed annually but the profits or losses declared for tax purposes remain provisional until such time, as the tax authorities examine the returns and the records of the taxpayer and a final assessment is issued. Tax losses, to the extent accepted by the tax authorities, can be used to offset profits of the five fiscal years following the fiscal year to which they relate.
In a future tax audit of the related unaudited years, additional taxes and penalties may be assessed to the Company and to its subsidiaries. The Group regards that the outcome of the tax audits and the amount of the possible added taxes and fines, is possible to estimate and, thus, a relevant provision has been made in the consolidated Financial Statement related to this subject, amounted to euro 1.960 (2014: Euro 1.006) of which euro 1.900 (2014: Euro 950) refer to the Parent Company. Parent Company has been audited by tax authorities up to 31st December 2008.
During closing year, a tax audit has commenced for tax unaudited years 2009 and 2010 regarding Parent Company. Currently the audit is in a stage of conclusion and a note of temporary assessment has been given to the Company. who based on it, adjusted the relative provision in its accounting books to the amount of euro 1.900. The final conclusion of the audit is expected to be disclosed to the Company after the approval of the Financial Statements
For year 2011, 2012 and 2013 an audit has been carried out in terms of providing annual tax compliance certificate, according to the provisions of paragraph 5 of article 82 of CL 2238/94 as well as relevant explanatory circular POL 1159/2011, for the Parent Company and its subsidiaries with residence in Greece, « IATRIKI TECHNIKI S.A.», « PHYSIOTHERAPY AND SPORTS INJURY TREATMENT CENTER S.A.» and « MATERNITY CLINIC GAIA S.A.». By the same way for year 2014 an audit has been carried out in terms of providing annual tax compliance certificate, according to the provisions of of article 65A of CL 4174/2013 for the Parent Company and its subsidiaries with residence in Greece, « IATRIKI TECHNIKI S.A.», « PHYSIOTHERAPY AND SPORTS INJURY TREATMENT CENTER S.A.» and « MATERNITY CLINIC GAIA S.A.».For year 2015 the above mentioned audit for Parent Company as well as its subsidiaries « IATRIKI TECHNIKI S.A.», « PHYSIOTHERAPY AND SPORTS INJURY TREATMENT CENTER S.A.». The final results are not expected to deviate significantly from the amounts of estimated taxes presented in the Financial Statements.
Regarding its subsidiaries, the tax authorities have not audited their books and their elements for the years mentioned in table below:
| Company's location | Participat | Tax unaudited | ||
|---|---|---|---|---|
| Company's name | country | Activity | ion (%) | years |
| Sale of Medical Tools & | ||||
| Sanitary/Health | ||||
| IATRIKI TECHNIKI S.A. | GREECE | Equipment | 100.00% | 2009-2010 |
| Diagnostic & Therapeutic | ||||
| EREVNA S.A. | GREECE | Center | 51.00% | 2007-2015 |
| AXONIKI EREVNA S.A. | GREECE | Diagnostic Center | 50.50% | 2007-2015 |
| Physiotherapy & Sport | ||||
| PHYSIOTHERAPY AND SPORTS | Injury | |||
| INJURY TREATMENT CENTER | Restoration/Treatment | |||
| S.A. | GREECE | Services | 33.00% | 2010 |
| Organization & | ||||
| HOSPITAL AFFILIATES | Administration of | 2007-2010 & 2012- | ||
| INTERNATIONAL | GREECE | Hospitals and Clinics. | 68.89% | 2015 |
| MEDSANA BMC | ROMANIA | Diagnostic Center | 100.00% | - |
| BIOAXIS SRL (ex MEDSANA | ||||
| SRL) | ROMANIA | Diagnostic Center | 78.90% | - |
| Establishment & | ||||
| EUROSITE HEALTH SERVICES | Operation of Hospitals | |||
| S.A. | GREECE | and Clinics | 100.00% | 2010, 2014-2015 |
| Maternity and | ||||
| MATERNITY CLINIC GAIA S.A. | GREECE | gynaecology clinic | 100.00% | 2009-2010, 2015 |
| Trade & services of | ||||
| publication and electronic | ||||
| information & | ||||
| INTEROPTICS S.A. | GREECE | information systems | 27.33% | 2013-2015 |
The amounts of income tax recognized in OCI are analyzed as follows:
| 1/1 - 31/12/2015 | ||
|---|---|---|
| in thousands of euro | The Group | The Company |
| Actuarial gains (losses) | 1.356 | 1.355 |
| Current tax rate | 29% | 29% |
| Tax recognized in OCI income /(expense) | (404) | (405) |
| 1/1 - 31/12/2014 | ||
|---|---|---|
| in thousands of euro | The Group | The Company |
| Actuarial gains (losses) | (1.741) | (1.723) |
| Current tax rate | 26% | 26% |
| Tax recognized in OCI income /(expense) | 453 | 448 |
The reconciliation of the provision for income taxes to the amount determined by the application of the Greek statutory tax rate to pretax income for Group and company is summarized as follows:
| The Group | ||||
|---|---|---|---|---|
| in thousands of euro | 1/1 - 31/12/2015 |
1/1 - 31/12/2014 |
||
| Profit / (loss) before income taxes | (16.247) | (17.176) | ||
| Income taxes calculated at the nominal domestic | ||||
| applicable tax rate | 29,00% | (4.712) | 26,00% | (4.466) |
| Tax duty on tax free reserve | 0,00% | 0 | 1,48% | (255) |
| Tax effects of non-taxable income | 0,59% | (96) | 0,38% | (66) |
| Expenses not deductible for tax purposes | (14,07%) | 2.287 | (9,20%) | 1.581 |
| Utilization of tax losses | 5,52% | (898) | 0,00% | 0 |
| Current tax losses for which no tax asset was recognized | (0,02%) | 37 | (26,26%) | 4.510 |
| Adjustments for prior years | (5,87%) | 954 | 0,00% | 0 |
| Tax effects of profits from subsidiaries abroad taxed at different rates |
(0,01%) | 2 | (0,08%) | 13 |
| Tax effects of deferred tax from change in statutory tax rate |
(12,08%) | 1.963 | 0,00% | 0 |
| Other | 0,07% | (12) | (0,05%) | 9 |
| Income taxes reported in the statements of income | 2,92% | (475) | (7,72%) | 1.326 |
| The Company | ||||
|---|---|---|---|---|
| 1/1 - | 1/1 - | |||
| in thousands of euro | 31/12/2015 | 31/12/2014 | ||
| Profit / (loss) before income taxes | (16.268) | (18.901) | ||
| Income taxes calculated at the nominal domestic | ||||
| applicable tax rate | 29,00% | (4.718) | 26,00% | (4.914) |
| Tax duty on tax free reserve | 0,00% | 0 | 1,35% | (255) |
| Tax effects of non-taxable income | 0,07% | (11) | 0,28% | (53) |
| Expenses not deductible for tax purposes | (12,65%) | 2.059 | (9,16%) | 1.731 |
| Utilization of tax losses | 5,52% | (898) | 0,00% | 0 |
| Current tax losses for which no tax asset was recognized | (0,00%) | 0 | (24,07%) | 4.550 |
| Adjustments for prior years | (5,84%) | 950 | (0,00%) | 0 |
| Tax effects of deferred tax from change in statutory tax rate |
(12,02%) | 1.955 | (0,00%) | 0 |
| Φόροι εισοδήματος που αναγνωρίζονται στα αποτελέσματα | 4,07% | (663) | (5,60%) | 1.058 |
The calculation of basic earnings per share in the 31st of December 2015 and 2014 is the following:
| The Group | The Company | ||||
|---|---|---|---|---|---|
| 1/1 - | 1/1 - | 1/1 - | 1/1 - | ||
| in thousands of euro | 31/12/2015 | 31/12/2014 | 31/12/2015 | 31/12/2014 | |
| Net loss attributable to equity holders of the | |||||
| Parent | ( 15.773) | ( 18.562) | ( 15.605) | ( 19.959) | |
| Weighted average number of shares outstanding | 86.735.980 | 86.735.980 | 86.735.980 | 86.735.980 | |
| Losses per share | ( 0,1818) | ( 0,2140) | ( 0,1799) | ( 0,2301) |
| The Group | The Company | ||||
|---|---|---|---|---|---|
| 1/1 - 1/1 - |
1/1 - | 1/1 - | |||
| 31/12/2015 | 31/12/2014 | 31/12/2015 | 31/12/2014 | ||
| Net loss attributable to equity holders of the | |||||
| Parent | ( 15.773) | ( 18.562) | ( 15.605) | ( 19.959) |
| The Group | The Company | |||
|---|---|---|---|---|
| 1/1 - | 1/1 - | 1/1 - | 1/1 - | |
| 31/12/2015 | 31/12/2014 | 31/12/2015 | 31/12/2014 | |
| Weighted average number of shares outstanding | 86.735.980 | 86.735.980 | 86.735.980 | 86.735.980 |
Given that there aren't any financial instruments which could further reduce basic earnings per share, the presentation of diluted earnings per share is not necessary.
Depreciation
Net Book Value
| Construction | |||||||
|---|---|---|---|---|---|---|---|
| in thousands of | Buildings & | Machinery & | Transportation | Furniture & | / Purchases | ||
| euro | Land | installations | equipment | equipment | fixtures | in Progress | Total |
| Cost | |||||||
| Balance | |||||||
| 01.01.2015 | 58.086 | 195.285 | 79.985 | 2.207 | 34.347 | 9.836 | 379.747 |
| Additions | 0 | 211 | 1.070 | 2 | 497 | 68 | 1.847 |
| Sales/Deletions | 0 | (133) | (996) | (37) | (135) | (1) | (1.303) |
| Impairment | (248) | 0 | 0 | 0 | 0 | (1.467) | (1.715) |
| Transitions and | |||||||
| reclassifications | 0 | 3.290 | 0 | 0 | 0 | (3.290) | 0 |
| Exchange | |||||||
| Differences | 0 | (9) | (17) | (1) | (2) | 0 | (28) |
| Balance | |||||||
| 31.12.2015 | 57.838 | 198.644 | 80.042 | 2.171 | 34.706 | 5.147 | 378.548 |
| Depreciation | |||||||
| Balance | |||||||
| 01.01.2015 | 0 | (41.513) | (64.720) | (1.953) | (30.048) | 0 | (138.234) |
| Year's Additions | 0 | (3.930) | (3.895) | (47) | (1.015) | 0 | (8.887) |
| Sales/Deletions | 0 | 133 | 986 | 25 | 133 | 0 | 1.279 |
| Exchange | |||||||
| Differences | 0 | 3 | 4 | 1 | 1 | 0 | 10 |
31.12.2015 0 (45.307) (67.625) (1.974) (30.929) 0 (145.835)
31.12.2015 57.838 153.337 12.417 197 3.777 5.147 232.713
Group 2014
| Construction | |||||||
|---|---|---|---|---|---|---|---|
| in thousands of | Buildings & | Machinery & | Transportation | Furniture & | / Purchases | ||
| euro | Land | installations | equipment | equipment | fixtures | in Progress | Total |
| Cost | |||||||
| Balance | |||||||
| 01.01.2014 | 58.086 | 195.123 | 79.262 | 2.222 | 33.777 | 9.231 | 377.701 |
| Additions | 0 | 162 | 2.387 | 21 | 699 | 607 | 3.876 |
| Sales/Deletions | 0 | (1) | (1.667) | (36) | (129) | 0 | (1.832) |
| Transitions and | |||||||
| reclassifications | 0 | 0 | 2 | 0 | 0 | (2) | 0 |
| Exchange | |||||||
| Differences | 0 | 1 | 1 | 0 | 0 | 0 | 2 |
| Balance | |||||||
| 31.12.2014 | 58.086 | 195.285 | 79.985 | 2.207 | 34.347 | 9.836 | 379.747 |
| Depreciation | |||||||
| Balance | |||||||
| 01.01.2014 | 0 | (37.598) | (61.876) | (1.917) | (29.067) | 0 | (130.459) |
| Year's Additions | 0 | (3.914) | (3.966) | (52) | (1.109) | 0 | (9.042) |
| Sales/Deletions | 0 | 0 | 1.124 | 16 | 128 | 0 | 1.268 |
| Exchange | |||||||
| Differences | 0 | 0 | (1) | 0 | 0 | 0 | (1) |
| Depreciation | |||||||
| 31.12.2014 | 0 | (41.513) | (64.720) | (1.953) | (30.048) | 0 | (138.234) |
| Net Book Value | |||||||
| 31.12.2014 | 58.086 | 153.773 | 15.265 | 254 | 4.298 | 9.836 | 241.513 |
| in thousands of euro |
Land | Buildings & installations |
Machinery & equipment |
Transportation equipment |
Furniture & fixtures |
Construction / Purchases in Progress |
Total |
|---|---|---|---|---|---|---|---|
| Cost | |||||||
| Balance | |||||||
| 01.01.2015 | 51.308 | 190.851 | 74.188 | 1.795 | 33.194 | 6.173 | 357.508 |
| Additions | 0 | 211 | 1.022 | 2 | 489 | 68 | 1.793 |
| Sales/Deletions | 0 | 0 | (251) | (25) | (25) | (1) | (301) |
| Impairment | (248) | 0 | 0 | 0 | 0 | (1.467) | (1.715) |
| Transitions and | |||||||
| reclassifications | 0 | 3.290 | 0 | 0 | 0 | (3.290) | 0 |
| Balance | |||||||
| 31.12.2015 | 51.060 | 194.352 | 74.959 | 1.772 | 33.658 | 1.484 | 357.285 |
| (128.515) |
|---|
| (8.178) |
| 276 |
| (136.417) |
| 220.867 |
Company 2014
| Construction | |||||||
|---|---|---|---|---|---|---|---|
| in thousands of | Buildings & | Machinery & | Transportation | Furniture & | / Purchases | ||
| euro | Land | installations | equipment | equipment | fixtures | in Progress | Total |
| Cost | |||||||
| Balance | |||||||
| 01.01.2014 | 51.308 | 190.689 | 73.411 | 1.810 | 32.622 | 5.568 | 355.408 |
| Additions | 0 | 162 | 2.416 | 21 | 696 | 605 | 3.900 |
| Sales/Deletions | 0 | 0 | (1.639) | (36) | (124) | 0 | (1.799) |
| Balance | |||||||
| 31.12.2014 | 51.308 | 190.851 | 74.188 | 1.795 | 33.194 | 6.173 | 357.508 |
| Depreciation | |||||||
| Balance | |||||||
| 01.01.2014 | 0 | (34.429) | (57.596) | (1.505) | (27.990) | 0 | (121.520) |
| Year's Additions | 0 | (3.830) | (3.275) | (52) | (1.091) | 0 | (8.248) |
| Sales/Deletions | 0 | 0 | 1.113 | 16 | 124 | 0 | 1.253 |
| Depreciation | |||||||
| 31.12.2014 | 0 | (38.259) | (59.758) | (1.541) | (28.957) | 0 | (128.515) |
| Net Book Value | |||||||
| 31.12.2014 | 51.308 | 152.592 | 14.430 | 254 | 4.237 | 6.173 | 228.993 |
At 31 December 2015, due to the negative macroeconomic environment in Greece an impairment test was performed on property plant and equipment, according IAS 36. The Company calculated their value in use, in terms of cash generating units and concluded that there is no need to recognize impairment loss.
The calculation of value in use was based on the following assumptions:
•Cash Flows: the cash flows were estimated based on past years' experience, the actual operating results, the financial budgets and the approved by management 5 year business plan, which reflect management expectations regarding the evolution of revenue, operating expenses and Company's gross operating margin. The cash flows following after the five year period of the Company's business plan were calculated based on a 2% growth rate.
• Discounting rate: In order to determine the Company's value in use a discounting rate of 7.2% was applied.
•EBITDA: Earnings before interest, taxes and depreciation is expected to rise, according to the assumptions of the business plan, by taking into consideration the legislation of clawback and the further reasonable cost management .
Additionally, this year Group's and Company's assets that are under construction were tested for impairment. The determination of those assets' fair value was appointed to an independent professional valuator. The fair value of the above mentioned assets was determined according to comparative method and resulted to an impairment loss of euro 1.715 th..
There is mortgage attachment amounted to 196,8 mil, which is registered on parent company's land and buildings.No item of machinery equipment has been pledged as security for liabilities.
The most important additions to property plant and equipment, both for the Company and the Group, mainly refer to the procurement and installation of new radiotherapy equipment in Interbalkan Medical Center amounting to euro 693th. Furthermore during the year the construction of the central building and the maternity clinic of Marousi, amounting to euro 2.889 th. was concluded, as well as the completion of the surgeries in Psihico clinic amounting to euro 400 th. took place and as a result the relative expenditures were reclassified from Construction / Purchases in Progress to buildings.
Intangible assets are analyzed as follows:
| in thousands of euro | Rights/Licenses | Other (Software) | Total |
|---|---|---|---|
| Balance 01.01.2015 | 66 | 1.822 | 1.888 |
| Additions | 0 | 162 | 162 |
| Exchange Differences | 0 | (1) | (1) |
| Balance 31.12.2015 | 66 | 1.982 | 2.048 |
| Accumulated amortization 01/01/2015 | 0 | (1.555) | (1.555) |
| Additions | 0 | (170) | (170) |
| Exchange Differences | 0 | 1 | 1 |
| Accumulated amortization 31/12/2015 | 0 | (1.723) | (1.723) |
| Net Book Value 31.12.2015 | 66 | 259 | 325 |
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED IN DECEMBER 2015
| Group 2014 | |||
|---|---|---|---|
| in thousands of euro | Rights/Licenses | Other (Software) | Total |
| Balance 01.01.2014 | 66 | 1.612 | 1.678 |
| Additions | 0 | 210 | 210 |
| Balance 31.12.2014 | 66 | 1.822 | 1.888 |
| Accumulated amortization 01/01/2014 | 0 | (1.435) | (1.435) |
| Additions | 0 | (120) | (120) |
| Accumulated amortization 31/12/2014 | 0 | (1.555) | (1.555) |
| Net Book Value 31.12.2014 | 66 | 267 | 333 |
Company 2015
| in thousands of euro | Rights/Licenses | Other (Software) | Total |
|---|---|---|---|
| Balance 01.01.2015 | 66 | 1.529 | 1.595 |
| Additions | 0 | 156 | 156 |
| Balance 31.12.2015 | 66 | 1.685 | 1.751 |
| Accumulated amortization 01/01/2015 | 0 | (1.270) | (1.270) |
| Additions | 0 | (160) | (160) |
| Accumulated amortization 31/12/2015 | 0 | (1.430) | (1.430) |
| Net Book Value 31.12.2015 | 66 | 256 | 321 |
Company 2014
| in thousands of euro | Rights/Licenses | Other (Software) | Total |
|---|---|---|---|
| Balance 01.01.2014 | 66 | 1.325 | 1.391 |
| Additions | 0 | 204 | 204 |
| Balance 31.12.2014 | 66 | 1.529 | 1.595 |
| Accumulated amortization 01/01/2014 | 0 | (1.159) | (1.159) |
| Additions | 0 | (111) | (111) |
| Accumulated amortization 31/12/2014 | 0 | (1.270) | (1.270) |
| Net Book Value 31.12.2014 | 66 | 259 | 325 |
The investments of Athens Medical Center SA (Company) in subsidiaries are analyzed as follows:
| Company | |||
|---|---|---|---|
| in thousands of euro | % Participation | 31/12/2015 | 31/12/2014 |
| Acquisition cost | |||
| Iatriki Techniki S.A. | 100,00% | 25.421 | 25.421 |
| Physiotherapy center S.A | 33,00% | 19 | 19 |
| Axoniki Erevna S.A. | 50,50% | 545 | 545 |
| Erevna S.A | 51,00% | 503 | 503 |
| Hospital Affiliates International | 68,89% | 91 | 91 |
| Eurosite S.A | 100,00% | 8.335 | 8.335 |
| Medsana Buch | 100,00% | 33 | 33 |
| BIOAXIS SRL (former Medsana Srl) | 78,90% | 517 | 517 |
| Athens Paediatrics Center | 58,30% | 169 | 169 |
| Maternity clinic Gaia SA | 100,00% | 23.540 | 23.540 |
| Total | 59.174 | 59.174 | |
| Impairment loss | ( 39.102) | ( 39.102) | |
| Balance | 20.072 | 20.072 |
The above-mentioned subsidiaries are consolidated, except from Athens Pediatrics Center SA, which is under liquidation procedure. The operation of this company was interrupted before the transition date to IFRS, the assets and liabilities of its balance sheets are of minor significance and the liquidation procedure does not entail significant costs for the Company. Until the reporting date of the accompanying Financial Statement no final judicial decision has been issued for its dissolution and its final deletion from the S.A. register. Its acquisition cost is totally impaired in the Company's accounting books.
Additionaly the acquisition cost in BIOAXIS SRL (former Medsana Srl) has been completely deleted in the stand alone Financial Statement of the Company, according to the provisions of IAS 27 and 39. This subsidiary is not operational and its accounting balance was greater than its recoverable amount.
It is also noted that since previous year Ortelia Holdings is not included in the consolidated Financial Statements because it was erased from company's registry of Cyprus.
During year 2012 subsidiary Hospital Affiliates International with residence in Greece entered liquidation procedure. This subsidiary had not any revenue since, while their assets are of no significance compared to the Group's ones. By the same way this specific investment's acquisition cost is totally impaired in the Company's accounting books.
The subsidiaries Axoniki Erevna S.A. and Erevna S.A remain in liquidation procedure up to date. The specific investments were impaired to the extent that their balances correspond to the estimated liquidation result that applies to parent Company.
During year 2014 in frame of the assets' impairment test, the value of the investment in the subsidiary company IATRIKI TECHNIKI S.A. was tested for impairment, in accordance with the provisions of IAS 36. As a result an impairment loss was recognized amounted to euro 2.615 that charged year's 2014 results.
This year, an impairment test was performed on the accounting balance of Company's investment in subsidiary IATRIKI TECHNIKI S.A. The recoverable amount of the cash generating unit was determined based on its value in use. The value in use was calculated, based on projected cash flows, financial budgets approved by management that cover a five year period. Cash flows beyond the five year period were calculated on approximate basis with the help of the estimated growth rate of the sector, in which Company operates.
The key assumptions used for value in use calculations as at 31/12/2015 are the following:
Budgeted gross margins: The basis used to determine the value assigned to the budgeted gross margins is the actual gross margin achieved by the subsidiary in the previous five year period. Greater significance was given on the respective margins of the last two years as more representative of the current conditions.
Capital expenditures: All the necessary estimated purchases of fixed assets as well as investments in working capital were taken into account, based on the last five years actual requirements, in order for the cash generating unit to maintain its production capacity and market share.
Discount rate: The pre tax internal rate of return of the projected cash flows was applied. The discount rate reflects (a) the time value of money and (b) specific risks inherent with the activity of the cash generating unit. The subject rate used to discount the projected cash flows at the reporting date (31/12/2015) rose to 9,40%.
Growth rate beyond the five-year period: The projected cash flows beyond the five year period were calculated using a growth rate of 2,00 % which is considered as consistent with the estimated average growth rate of the sector.
The impairment test of the Company's investment value in the subsidiary company IATRIKI TECHNIKI S.A. resulted to its recoverable amount not being less than its accounting balance.
Furthermore, a sensitivity analysis was performed on the impairment test's result in terms of the basic financial parameters used in calculating the cash generating unit's value in use., hence the growth rate beyond the five year period and the weighted average cost of capital (discounting rate after tax). The scenarios in which these parameters are by 0,10% and 0,25% greater/lower respectively were tested. No further impairment loss resulted from the sensitivity analysis, for the outliers - values (favourable or not) of the parameters tested.
Impairment per investment is analyzed as follows:
| The Company | Participation | Impairment | Impairment |
|---|---|---|---|
| in thousands of euro | percentage | 31/12/2015 | 31/12/2014 |
| Iatriki Techniki S.A. | 100,00% | 13.140 | 13.140 |
| Axoniki Erevna S.A. | 50,50% | 535 | 535 |
| Erevna S.A | 51,00% | 389 | 389 |
| Hospital Affiliates International | 68,89% | 91 | 91 |
| BIOAXIS SRL (former Medsana Srl) | 78,90% | 517 | 517 |
| Athens Paediatrics Center | 58,30% | 169 | 169 |
| Maternity clinic Gaia SA | 100,00% | 23.540 | 23.540 |
| Eurosite S.A | 100,00% | 722 | 722 |
| Total | 39.102 | 39.102 |
The impairment movement is analyzed as folows:
| in thousands of euro | 31/12/2015 | 31/12/2014 |
|---|---|---|
| Impairment at the beginning of the year | ( 39.102) | ( 37.526) |
| Impairment on investment in Iatriki Techniki S.A. | 0 | ( 2.615) |
| Reversal of Ortelia Holdings impairment | 0 | 1.039 |
| Impairment at the end of the year | ( 39.102) | ( 39.102) |
The investments in associates refer to the Company's participation in the capital share of the following companies in which no important influence is exercised.
| The Company | |||
|---|---|---|---|
| in thousands of euro | % Participation | 31/12/2015 | 31/12/2014 |
| Acquisition cost | |||
| Interoptics S.A.(ex-In Health S.A.) | 27,33% | 205 | 205 |
| Aggiologiki Dierevnisi Ltd | 20,00% | 0 | 2 |
| Herodikos Ltd | 20,00% | 19 | 19 |
| Total | 224 | 226 | |
| Impairment | ( 224) | ( 226) | |
| Net carrying amount | 0 | 0 |
The movement of the figure equity-accounted investees in Group level is analyzed as follows:
| in thousands of euro | 31/12/2015 | 31/12/2014 |
|---|---|---|
| Balance at the beginning of the year | 98 | 338 |
| Share in year's results | 3 | (40) |
| Deletion of Medicafe accounting balance | 0 | (81) |
| Reversal of recognized didvidends from Medicafe | 0 | (48) |
| Results from Medicafe sale | 0 | (71) |
| Balance at the end of the year | 101 | 98 |
| 2015 | Gains / | Group's | |||
|---|---|---|---|---|---|
| in thousands of euro | Assets | Liabilities | Income | (Losses) | percentage |
| Interoptics S.A. | 1.757 | 1.385 | 2.473 | 11 | 3 |
| Total | 3 |
| 2014 | Gains / | Group's | |||
|---|---|---|---|---|---|
| in thousands of euro | Assets | Liabilities | Income | (Losses) | percentage |
| Interoptics S.A. | 1.233 | 873 | 2.034 | ( 39) | ( 11) |
| Plus: Adjustment for losses of | |||||
| previous years in Interoptics S.A. | 0 | 0 | 0 | 0 | ( 71) |
| Effect due to retrospective application | |||||
| of IAS 19 in Medicafe S.A. | 0 | 0 | 0 | 76 | 42 |
| Total | ( 40) |
The deferred income taxes related to the temporary differences between the book values and the tax bases of assets and liabilities are calculated using the applicable statutory income tax rate.
The movement of deferred tax assets and liabilities is as follows:
| 2015 | Net | |||||
|---|---|---|---|---|---|---|
| balance at | Recognised in | Recognised in | Deferred tax | Deferred tax | ||
| in thousands of euro | 1 January | profit or loss | OCI | Net | assets | liabilities |
| - Property plant and equipment | (24.183) | (2.648) | 0 | (26.831) | 0 | (26.831) |
| - Leases | (1.354) | 116 | 0 | (1.238) | 0 | (1.238) |
| - Accounts receivable | 6.198 | 3.872 | 0 | 10.069 | 10.069 | 0 |
| - Deferred expenses | 263 | 42 | 0 | 305 | 305 | 0 |
| - Provision for retirement | ||||||
| indemnities | 2.190 | 368 | (404) | 2.153 | 2.153 | 0 |
| - Other | (108) | (133) | 0 | (241) | 0 | (241) |
| Total | (16.994) | 1.616 | (404) | (15.782) | 12.528 | (28.310) |
| 2014 | Net | |||||
|---|---|---|---|---|---|---|
| balance at | Recognised in | Recognised in | Deferred tax | Deferred tax | ||
| in thousands of euro | 1 January | profit or loss | OCI | Net | assets | liabilities |
| - Property plant and equipment | (23.825) | (358) | 0 | (24.183) | 0 | (26.183) |
| - Leases | (1.561) | 208 | 0 | (1.354) | 0 | (1.354) |
| - Accounts receivable | 7.452 | (1.255) | 0 | 6.198 | 6.198 | 0 |
| - Deferred expenses | 279 | (16) | 0 | 263 | 263 | 0 |
| - Provision for retirement | ||||||
| indemnities | 1.706 | 31 | 453 | 2.190 | 2.190 | 0 |
| - Other | (676) | 568 | 0 | (108) | 0 | (108) |
| Total | (16.625) | (822) | 453 | (16.994) | 8.651 | (25.645) |
| 2015 | Net | |||||
|---|---|---|---|---|---|---|
| balance at | Recognised in | Recognised in | Deferred tax | Deferred tax | ||
| in thousands of euro | 1 January | profit or loss | OCI | Net | assets | liabilities |
| - Property plant and equipment | (24.179) | (2.650) | 0 | (26.829) | 0 | (26.829) |
| - Leases | (1.344) | 117 | 0 | (1.227) | 0 | (1.227) |
| - Accounts receivable | 6.198 | 3.872 | 0 | 10.069 | 10.069 | 0 |
| - Deferred expenses | 259 | 41 | 0 | 300 | 300 | 0 |
| - Provision for retirement | ||||||
| indemnities | 2.165 | 366 | (405) | 2.126 | 2.126 | 0 |
| - Other | (108) | (133) | 0 | (241) | 0 | (241) |
| Total | (17.009) | 1.613 | (405) | (15.802) | 12.495 | (28.297) |
| 2014 | Net | |||||
|---|---|---|---|---|---|---|
| balance at | Recognised in | Recognised in | Deferred tax | Deferred tax | ||
| in thousands of euro | 1 January | profit or loss | OCI | Net | assets | liabilities |
| - Property plant and equipment | (23.820) | (359) | 0 | (24.179) | 0 | (24.179) |
| - Leases | (1.543) | 199 | 0 | (1.344) | 0 | (1.344) |
| - Accounts receivable | 7.452 | (1.255) | 0 | 6.198 | 6.198 | 0 |
| - Deferred expenses | 275 | (16) | 0 | 259 | 259 | 0 |
| - Provision for retirement | ||||||
| indemnities | 1.687 | 30 | 448 | 2.165 | 2.165 | 0 |
| - Other | (676) | 568 | 0 | (108) | 0 | (108) |
| Total | (16.625) | (833) | 448 | (17.009) | 8.621 | (25.631) |
The deferred tax assets and liabilities are offset when there is a legal right that makes it applicable to offset current net tax assets over liabilities and when the Deferred taxes refer to the same tax authority. The company and Group do not recognize deferred tax asset on tax losses.
The inventories are analyzed as follows:
| The Group | The Company | ||||
|---|---|---|---|---|---|
| in thousands of euro | 31/12/2015 | 31/12/2014 | 31/12/2015 | 31/12/2014 | |
| Merchandise | 77 | 64 | 0 | 0 | |
| Raw materials and consumable materials | 4.608 | 4.497 | 4.487 | 4.347 | |
| Total | 4.685 4.561 |
4.487 | 4.347 |
No item of inventories of Group and Company has been pledged as security for liabilities.
According to law 3204/2003 Company has the ability to return to its suppliers pharmaceuticals (merchandise) that have expired or about to expire in the short run. Raw materials and consumable materials have long life and so there is no reason for them to be impaired.
The trade accounts receivable are analyzed as follows:
| The Group | The Company | |||
|---|---|---|---|---|
| in thousands of euro | 31/12/2015 | 31/12/2014 | 31/12/2015 | 31/12/2014 |
| Trade debtors – open balances (before |
||||
| Rebate and Clawback) | 131.758 | 149.044 | 131.340 | 148.501 |
| Provisions for Rebate and Clawback | ||||
| (L.4172/2013 art. 100) | (27.690) | (47.488) | (27.690) | (47.488) |
| Trade debtors – open balances (after | ||||
| Rebate and Clawback) | 104.068 | 101.556 | 103.650 | 101.013 |
| Checks receivable (postdated) & bills | ||||
| receivable | 18.452 | 18.158 | 18.451 | 18.123 |
| Doubtfull debtors | 1.003 | 1.009 | 1.003 | 1.003 |
| Total before provisions | 123.523 | 120.723 | 123.104 | 120.139 |
| Less: Provision for impairment (trade | ||||
| debtors) | (26.216) | (22.787) | (26.211) | (22.787) |
| Less: Provision for impairment (trade | ||||
| accounts receivable) | (1.003) | (312) | (1.003) | (312) |
| Total | 96.304 | 97.624 | 95.889 | 97.040 |
The movement of Rebate and Clawback for Company and Group are as follows:
| in thousands of euro | 31/12/2015 | 31/12/2014 |
|---|---|---|
| Beginning balance | (47.488) | (35.584) |
| Provision for year that charged the results | (11.122) | (21.568) |
| Utilization of provision due to credit notes | ||
| issuance | 29.722 | 0 |
| Reversal of provisions | 1.198 | 9.664 |
| Ending balance | (27.690) | (47.488) |
It is noted that the company in terms of the Company's common bond loan agreement, amount of euro 56,7 mil from receivables mentioned above related to public insurance organizations has been pledged in favour of the borrowing banks as assurance for maintaining loan's covenants.
The major part of debtors comes from public insurance organizations and private insurance companies, whose credit risk is not considered significant in terms of Group's assets and liabilities. Regarding the rest of debtors, represented by sale to individuals, risk is diversified due to the great number of debtors.
The Group and Company impair the value of trade receivables when there is evidence or indications that the collection of each receivable in whole or up to a percentage is not feasible. The Management of the Group and the Company proceed to temporary revaluation of the formulated provision for douptful debts in relation to the credit policy and data from the Group's Law Department, which arise from processing past data and recent developments of each case.
For all Group and Company's receivables, indications for their probable impairment have been assessed.
In year 1/1-31/12/2015 an additional impairment has been recognized, for doubtfull debtors, of euro 4.120 for Group and euro 4.115 for the Company. Additionaly, the Company and the Group proceeded in closing year to the deletion of trade receivables, charging this year's results, which amounted to euro 3.717 and 3.846 respectively (Note 12).
In addition, some of the non impaired receivables are in delay.
More specifically the movement of the impairment regarding clients and other trade receivables is as follows:
| The Group | The Company | |||
|---|---|---|---|---|
| in thousands of euro | 31/12/2015 | 31/12/2014 | 31/12/2015 | 31/12/2014 |
| Beginning balance | 23.099 | 24.803 | 23.099 | 24.722 |
| Debtors impairment that charged the results | 4.120 | 1.492 | 4.115 | 1.492 |
| Decrease of impairment due to credit notes | ||||
| issuance | 0 | (3.114) | 0 | (3.114) |
| Reversal of impairment due to deletion of trade | ||||
| receivables | 0 | (82) | 0 | 0 |
| Ending balance | 27.219 | 23.099 | 27.215 | 23.099 |
Maturity of trade accounts receivable is presented in the following table:
| The Group | The Company | |||
|---|---|---|---|---|
| in thousands of euro | 31/12/2015 | 31/12/2014 | 31/12/2015 | 31/12/2014 |
| Trade debtors (<365 days) - non past due | 45.629 | 34.261 | 45.487 | 34.078 |
| Checks receivable (postdated) & bills receivable (<365 days) - non past due |
3.865 | 3.837 | 3.865 | 3.837 |
| Trade debtors (>365 days) – past due | 58.440 | 67.295 | 58.162 | 66.935 |
| Checks receivable (postdated) & bills receivable (>365 days) - past due |
14.588 | 14.321 | 14.586 | 14.286 |
| Less: Provision for impairment | (26.216) | (22.787) | (26.211) | (22.787) |
| Other trade receivables - past due | 1.003 | 1.009 | 1.003 | 1.003 |
| Less: Provision for impairment | (1.003) | (312) | (1.003) | (312) |
| Total | 96.304 | 97.624 | 95.889 | 97.040 |
Specifically the maturity of trade debtors – open balances (except checks and bills receivable) is presented in the following table:
| The Group | The Company | |||
|---|---|---|---|---|
| in thousands of euro | 31/12/2015 | 31/12/2014 | 31/12/2015 | 31/12/2014 |
| Trade debtors (<30 days) | 9.444 | 7.035 | 9.345 | 6.922 |
| Trade debtors (<30-60 days) | 8.027 | 4.538 | 7.999 | 4.499 |
| Trade debtors (<60-90 days) | 4.778 | 4.887 | 4.773 | 4.872 |
| Trade debtors (<90-180 days) | 899 | 5.815 | 895 | 5.807 |
| Trade debtors (<181-365 days) | 22.481 | 11.986 | 22.476 | 11.978 |
| Trade debtors (>365 days) | 58.440 | 67.295 | 58.162 | 66.935 |
| Total | 104.068 | 101.556 | 103.650 | 101.013 |
The other receivables are analyzed as follows:
| The Group | The Company | |||
|---|---|---|---|---|
| in thousands of euro | 31/12/2015 | 31/12/2014 | 31/12/2015 | 31/12/2014 |
| Retained taxes | 4.553 | 14.021 | 4.235 | 13.704 |
| Receivables from credit cards | 704 | 584 | 704 | 584 |
| Short-term receivables from affiliated | ||||
| companies | 0 | 0 | 5.807 | 5.210 |
| Other accounts receivable | 6.447 | 6.362 | 4.570 | 4.883 |
| Prepaid expenses and earned income | 940 | 1.115 | 769 | 1.078 |
| Advances to third parties | 77 | 64 | 40 | 25 |
| Impairment of receivables of other accounts | ||||
| receivable | 0 | 0 | (390) | (390) |
| Total | 12.722 | 22.146 | 15.736 | 25.095 |
The Group proceeds to impairment tests of the above mentioned receivables regularly.
In year 2013, the Company impaired the receivables from subsidiary Hospital Affiliates International amounted to euro 390 with equal charge of the results.
Group's and Company's assets and liabilities at the end of current and previous year due to their positions in derivaties (interest rate swaps) have as follows:
| Assets | The Group | The Company | ||
|---|---|---|---|---|
| in thousands of euro | 31/12/2015 | 31/12/2014 | 31/12/2015 | 31/12/2014 |
| Swaps | 0 | 344 | 0 | 344 |
| The Group | The Company | ||||
|---|---|---|---|---|---|
| in thousands of euro | 31/12/2015 | 31/12/2014 | 31/12/2015 | 31/12/2014 | |
| Swaps | 0 | 932 | 0 | 932 |
The derivatives' fair value is based on market to market assessment. For all swap contracts, fair values are confirmed from financial institutions with which the group has entered relevant contracts.
It is noted that the above mentioned contracts of Swaps have expired in year 2015 (July 2015).
The cash and cash equivalents are analyzed as follows:
| The Group | The Company | |||
|---|---|---|---|---|
| in thousands of euro | 31/12/2015 | 31/12/2014 | 31/12/2015 | 31/12/2014 |
| Cash in hand | 1.370 | 412 | 1.305 | 406 |
| Deposits (sight and time) | 9.056 | 4.615 | 8.596 | 3.819 |
| Total | 10.426 | 5.027 | 9.901 | 4.225 |
In Bank deposits, there are deposits in other currencies included which are translated based on official exchange rate at each reporting date. Group's balance in foreign currency at 31 December 2015 came up to euro 201 (31 December 2014 : euro 113).
The share capital of the Company in 31st December 2015, consists of 86.735.980 common nominal shares, with nominal value € 0,31 each.
| Number of shares | % participation | |
|---|---|---|
| G. Apostolopoulos Holdings S.A. | 33.955.539 | 39,15% |
| Asklepios International Gmbh | 31.500.271 | 36,32% |
| CREDIT SUISSE AG | 6.706.461 | 7,73% |
| EUROFINANCIERE D INVETSISSEMENT MONACO | 2.585.057 | 2,98% |
| Free float < 2% | 11.988.652 | 13,82% |
| 86.735.980 | 100,00% |
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED IN DECEMBER 2015
The share premium of the Company resulted from the period of 1991 until the period of 2007, with a total amount of euro 19.777 by the issuing of shares against cash, in value greater than their nominal value.
The Company's shares are publicly traded in the Athens Stock Exchange.
The legal, tax free and special reserves are analyzed as follows:
| The Group | ||
|---|---|---|
| in thousands of euro | 31/12/2015 | 31/12/2014 |
| Legal reserve | 8.576 | 8.576 |
| Tax free and specially taxed reserves | 9.577 | 9.577 |
| Other | ( 22) | ( 14) |
| Total | 18.131 | 18.139 |
| The Company | ||
|---|---|---|
| in thousands of euro | 31/12/2015 | 31/12/2014 |
| Legal reserve | 8.064 | 8.064 |
| Tax free and specially taxed reserves | 9.356 | 9.356 |
| Other | 440 | 440 |
| Total | 17.860 | 17.860 |
According to the Greek Company Law, the companies are obliged to form at least 5% of their annual net profits, as they are represented in the accounting books, in legal reserve, until the accumulated amount of the legal reserve reaches at least the 1/3 of the capital share. The above-mentioned reserve cannot be distributed during the operation of the Company.
The untaxed and specially taxed reserves represent interest income, which are tax free or taxed by 10% at their source. The particular income is not taxable under the condition that adequate profits exist, from which respective untaxed reserves can be formed. According to the Greek tax legislation, this reserve is excluded from income tax, under the condition that it will not be distributed to the shareholders. The Company does not intend to distribute the particular reserve and thus it has not proceeded to the estimation of deferred income tax that would have been necessary in the case of reserve distribution.
Additionaly in the above mentioned reserves a special reserve is included, which on 31st December 2015 and on 31st December 2014 amounted to euro 4.343 in Company and euro 4.437, in Group and was formed according to the provisions of L. 3697/2008. The tax liability which will accumulate due to the distribution of this special reserve, according to the provisions of L. 4172/2013 article 47, at 31st December 2015 amounts to in 1.260 euro for the Company and 1.287 euro for the Group.
The special reserves have been formed based on the decisions of the shareholders' General Assemblies. The Company does not intend to distribute the particular reserves.
The Group's and Company's borrowings are analyzed as follows:
| The Group | The Company | |||
|---|---|---|---|---|
| in thousands of euro | 31/12/2015 | 31/12/2014 | 31/12/2015 | 31/12/2014 |
| Non-current loans | ||||
| Finance leases | 74 | 132 | 16 | 28 |
| Total | 74 | 132 | 16 | 28 |
| Current loans | ||||
| Common bond loan | 137.651 | 146.043 | 137.651 | 146.043 |
| Working capital | 11.337 | 11.400 | 9,088 | 9.150 |
| Finance leases | 58 | 65 | 11 | 11 |
| Total | 149.047 | 157.508 | 146.750 | 155.204 |
| Total of loans due | 149.121 | 157.640 | 146.766 | 155.232 |
The fair value of borrowings approaches their book value, as Group's and Company's borrowings are mainly based on floating rates.
On July 12, 2012 the company has signed the Common Bond Loan Issuance Programme, according to the provisions of C.L. 2190/1920 and L. 3156/2003, through private placement to NATIONAL BANK OF GREECE S.A., EFG EUROBANK ERGASIAS S.A. and ALPHA BANK S.A., the last acting also as a "Manager", of total nominal value of up to 164.000.000,00 euros and granting of collaterals, following the decision of the 1st Repetitive Assembly of the Shareholders on 21st March 2012 and the decision of the Board of Directors on July 11, 2012.
The Loan's duration is 5 years with floating rate based on Euribor plus margin and is payable in ten (10) installments.
The financial clauses of the Loan include presuppositions of minimum Net Debt, minimum proportion of Net Debt to EBITDA, EBITDA to the total amount of interest expenses minus interest income, total Bank Debt to the total Bank Debt plus Equity.
More specifically the financial clauses at 31 December 2015 are as following (consolidated amounts):
a) Net Debt (leasing and recourse factoring) to maintain lower or equal to 190.000.000 euros.
b) Net Debt (leasing and recourse factoring), to EBITDA to maintain lower or equal to 5 for year 2015.
c) EBITDA to the total amount of interest expenses minus interest income to maintain greater or equal to 4 for year 2015.
d) total Bank Debt to the total Bank Debt plus Equity to maintain for all common Bond loan's duration lower or equal to 0,6.
For year 2015 like previous years 2013, 2014 three of the above mentioned clauses were not satisfied by the Company (b, c, and d), resulting to the reclassification of the common bond loan from long term to short term borrowings, according to IAS 1.
Management is in negotiation process with borrowing banks regarding the restructuring of the bond loan and its conversion to non current. It is noted that in closing year Company paid up bonds of total amount euro 5.822 while the liability for interest cost for year 2015, was normally settled up. Up to the date of approval by the Board of Directors of the Financial Statements of 31/12/2015, the maturity date of bonds of common bond loan issuance programme with initial maturity date 20/10/2015 and 20/1/2016, of amounts euro 31.385 and euro 10.898
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED IN DECEMBER 2015
respectively, was extended up to 31/3/2016 with a consent of the borrowing Banks. Management estimates that negotiations will have a positive outcome for Company and Group.
The current bank loans, except the common Bond Loan, have been received by the Company and its subsidiaries for serving their needs in working capital.
The relevant weighted average interest margins at the Financial Statement reporting date are as follows:
| 2015 | The Group | The Company |
|---|---|---|
| Working capital | 6,53% | 6,37% |
| Common bond loan | 4,75% | 4,75% |
| 2014 | The Group | The Company |
| Working capital | 6,30% | 6,28% |
The currency break down of Company's and Group's loans at 31/12/2015 has as follows:
| in thousands of euro | The Group | The Company |
|---|---|---|
| Euro | 149.016 | 146.766 |
| RΟΝ | 105 | 0 |
| Total | 149.121 | 146.766 |
The currency break down of Company's and Group's loans at 31/12/2014 has as follows:
| in thousands of euro | The Group | The Company |
|---|---|---|
| Euro | 157.492 | 155.232 |
| RΟΝ | 149 | 0 |
| Total | 157.640 | 155.232 |
The liabilities that result from leases concern the leasing of mechanical – hospital equipment. The liabilities to the lessor are analyzed as follows:
| The Group | The Company | |||
|---|---|---|---|---|
| in thousands of euro | 31/12/2015 | 31/12/2014 | 31/12/2015 | 31/12/2014 |
| Up to 1 year | 63 | 73 | 11 | 11 |
| Between 1 & 5 years | 76 | 139 | 16 | 28 |
| Over 5 years | 0 | 0 | 0 | 0 |
| Total | 139 | 212 | 28 | 39 |
| Future finance charges on finance leases | (7) | (15) | 0 | 0 |
| Present value of lease liability | 132 | 197 | 28 | 39 |
The present value of the leasing liabilities is the following:
| The Group | The Company | |||||
|---|---|---|---|---|---|---|
| in thousands of euro | 31/12/2015 | 31/12/2014 | 31/12/2015 | 31/12/2014 | ||
| Up to 1 year | 58 | 65 | 11 | 11 | ||
| Between 1 & 5 years | 74 | 132 | 16 | 28 | ||
| Over 5 years | 0 | 0 | 0 | 0 | ||
| Total | 132 | 197 | 28 | 39 |
Over the leased assets ownership retention exists, which will stay in force until the ending of the leasing period and the payment in full of the leases.
There are no other guaranties and commitments of ownership or use over the fixed assets and the other assets of the Group, except the one mentioned in note 19.
According to the Greek employment legislation, the employees are entitled to receive compensation in case of dismissal or retirement, the amount of which varies depending on the salary, the years of service and the type of retirement (dismissal or pensioning) of the employee. Employees that resign or get dismissed with a justification are not entitled to receive compensation. The payable compensation in case of retirement equals the 40% of the compensation that would have been payable in case of an unjustified dismissal. In Greece, according to the local practice, these programs are not granted. The Company debits to the results for the accrued benefits in every period with a relevant rise of the pensioning liability. The payments of the benefits performed to the pensioners every period are charged against this liability. An renounced firm of independent analogists/actuaries evaluated the Company's and Group's liabilities at 31 December 2015, arising from its the obligation to pay retirement indemnities.
The amounts recognized in the Statement of Financial Position:
| The Group | The Company | |||
|---|---|---|---|---|
| in thousands of euro | 31/12/2015 | 31/12/2014 | 31/12/2015 | 31/12/2014 |
| Net liability in Balance Sheet | 7.426 | 8.422 | 7.331 | 8.327 |
The amounts recognized in the Statement of profit and loss:
| The Group | The Company | |||
|---|---|---|---|---|
| in thousands of euro | 31/12/2015 | 31/12/2014 | 31/12/2015 | 31/12/2014 |
| Service cost | 587 | 403 | 579 | 397 |
| Interest cost | 143 | 203 | 142 | 201 |
| Employment termination cost | 24 | 68 | 7 | 67 |
| Total charge in statement of profit and loss | 754 | 674 | 728 | 665 |
The amounts recognized in the comprehensive income Statement:
| The Group | The Company | ||||
|---|---|---|---|---|---|
| in thousands of euro | 31/12/2015 31/12/2014 |
31/12/2015 | 31/12/2014 | ||
| Actuarial (losses) / gains | 1.356 | (1.741) | 1.355 | (1.723) |
The movement of the net liability of the Company and the Group is the following:
| The Group | The Company | ||||
|---|---|---|---|---|---|
| in thousands of euro | 31/12/2015 | 31/12/2014 | 31/12/2015 | 31/12/2014 | |
| Net liability at the beginning of the year | 8.422 | 6.561 | 8.327 | 6.489 | |
| Service cost | 587 | 403 | 579 | 397 | |
| Interest cost | 143 | 203 | 142 | 201 | |
| Paid up compensations | (394) | (554) | (370) | (551) | |
| Additional cost and employment termination | |||||
| cost | 24 | 68 | 7 | 67 | |
| Actuarial (losses) / gains | (1.356) | 1.741 | (1.355) | 1.723 | |
| Net liability at the end of the year | 7.426 | 8.422 | 7.331 | 8.327 |
The additional cost of extra benefits relates to benefits paid to employees, who became redundant. Most of these benefits were not expected within the terms of this plan and accordingly, the excess of benefit payments over existing reserves have been treated as an additional pension charge.
The details and principal assumptions of the actuarial study as at 31st of December 2015 and 31st of December 2014 is the following:
| The Group | ||
|---|---|---|
| Principal assumptions: | 2015 | 2014 |
| Discount rate | 2,00% | 1,70% |
| Rate of compensation increase | 3,00% | 3,00% |
| Increase in consumer price index | 2,00% | 2,00% |
| The Company | ||
| Principal assumptions: | 2015 | 2014 |
| Discount rate | 2,00% | 1,70% |
| Rate of compensation increase | 3,00% | 3,00% |
| Increase in consumer price index | 2,00% | 2,00% |
According to the revised IAS 19 the accumulated actuarial gains or losses recognized directly in other comprehensive income are as follows:
| The Group | ||
|---|---|---|
| in thousands of euro | 31/12/2015 | 31/12/2014 |
| Balance at the beginning of the year | 357 | 2.098 |
| Actuarial gains /(losses) | 1.356 | (1.741) |
| Balance at the end of the year | 1.713 | 357 |
| The Company | ||
| in thousands of euro | 31/12/2015 | 31/12/2014 |
| Balance at the beginning of the year | 403 | 2.126 |
| Actuarial gains /(losses) | 1.355 | (1.723) |
The effect on the present value of the commitment for certain employee benefits when we have a variation of the discount exchange rate of +/- 0,5% is on 31.12.2015 and 31.12.2014 as following:
| The Group | The Company | ||||
|---|---|---|---|---|---|
| in thousands of euro | 31/12/2015 | 31/12/2014 | 31/12/2015 | 31/12/2014 | |
| The effect on the the commitment for | |||||
| certain employee benefits | -/+ 7% | -/+ 7% | -/+ 7% | -/+ 7% |
| The Group | The Company | ||||
|---|---|---|---|---|---|
| in thousands of euro | 31/12/2015 | 31/12/2014 | 31/12/2015 | 31/12/2014 | |
| Insurance and pension contributions | |||||
| payable | 4.577 | 0 | 4.577 | 0 | |
| Other | 1 | 1 | 0 | 0 | |
| Total | 4.578 | 1 | 4.577 | 0 |
The non current obligations of Company and by extension the Group, refer to non current portion of regulated liabilities to insurance funds (IKA and TSAY).
More specifically, during the closing year, Company proceeded to the regulation of its liabilities to IKA for years 2014 and January of 2015. The repayment period extends from the period of June 30 2015 to July 31, 2023.
Additionaly Company proceeded to a respective regulation liabilities to TSAY for years 2012, 2014 and 2015, during closing year. The repayment period extends from the period of June 30 2015 to January 31, 2019.
The trade accounts payable are analyzed as follows:
| The Group | The Company | ||||
|---|---|---|---|---|---|
| in thousands of euro | 31/12/2015 | 31/12/2014 | 31/12/2015 | 31/12/2014 | |
| Suppliers | 72.312 | 73.121 | 85.869 | 86.115 | |
| Checks outstanding and bills payable | |||||
| (postdated) | 8.000 | 6.767 | 6.386 | 5.144 | |
| Total | 80.312 | 79.888 | 92.255 | 91.259 |
| The Group | The Company | ||||
|---|---|---|---|---|---|
| in thousands of euro | 31/12/2015 | 31/12/2014 | 31/12/2015 | 31/12/2014 | |
| Obligations to affiliated companies not | |||||
| included in the consolidation | 31 | 33 | 31 | 33 | |
| Sundry creditors | 16.769 | 15.065 | 13.898 | 12.319 | |
| Insurance and pension contributions | |||||
| payable | 10.398 | 10.160 | 8.567 | 8.031 | |
| Accrued expenses | 1.823 | 1.197 | 1.763 | 1.002 | |
| Dividends payable | 72 | 0 | 0 | 0 | |
| Advances from clients | 3.045 | 0 | 3.045 | 0 | |
| Other | 1.379 | 1.378 | 1.146 | 1.126 | |
| Total | 33.516 | 27.833 | 28.450 | 22.511 |
The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.
Capital is monitored on the basis of the gearing ratio. The ratio is calculated as net debt divided by total capital employed. Net debt is calculated as total borrowings (including "current and non-current borrowings" as shown in the consolidated balance sheet) less "Cash & cash equivalents". Total capital employed is calculated as "Total Equity" as shown in the consolidated balance sheet plus net debt.
| The Group | The Company | |||
|---|---|---|---|---|
| in thousands of euro | 2015 | 2014 | 2015 | 2014 |
| Total Borrowing | 149.121 | 157.640 | 146.766 | 155.232 |
| Less: Cash and cash equivalents | 10.426 | 5.027 | 9.901 | 4.225 |
| Net Debt | 138.694 | 152.614 | 136.865 | 151.007 |
| Total Equity | 58.847 | 73.805 | 64.846 | 79.501 |
| Total Capital employed | 197.541 | 226.418 | 201.711 | 230.508 |
| Gearing ratio | 70,21% | 67,40% | 67,85% | 65,51% |
The gearing ratio for year 2015 has increased compared to the previous year 2014 in terms of Group and Company.
Group measures the fair value of assets and liabilities, that are traded in an active market, based on available market prices. Active market is the market when prices of organized market are available in a direct and regular basis from stockmarkets, external dealers – brokers, valuation services or supervising authorities and these values refer to common transactions among market participants, that take place regularly.
In all other cases, Group measures fair value by using valuation techniques, that are appropriate for specific circumstances and for which available and sufficient data exist for valuation purposes, which on one hand maximize the use of relative observable values and on the other hand minimize the use of non observable values. In cases no observable market data exist, data based on internal assessments and assumptions are used, for example determination of projected cash flows, discounting rates e.t.c.. In every case Group uses assumptions for measuring the fair value, which would be used by market participants, given that they act according to their best financial interest.
All items af assets and liabilities, measured at fair value or for which fair value is disclosed, are categorized in terms of the quality of data used in the measurement of their fair value as follows:
• level 1: Published purchase prices (not revised or adjusted ) for financial assets that are traded in active capital markets
• level 2: Valuation tecniques based directly on published purchase prices or computed indirectly from published purchase prices of similar instruments
• level 3: Valuation tecniques which are based on available information or Group's estimations as there are no observable data in the market.
Since January 1 2009, Group applies the amendment of IFRS 7, which requires the disclosure of financial assets measured at fair value according to a hierarchy of 3 levels.
In the table below the financial assets and liabilities that are measured at fair value at 31/12/2015 and 31/12/2014 are presented respectively:
Group 2015
| Measurement at fair value at the end of the reporting date | ||||
|---|---|---|---|---|
| in thousands of euro | Level 1 | Level 2 | Level 3 | Total |
| -Interest rate swaps | - | 0 | - | 0 |
| Total financial assets | - | 0 | - | 0 |
| -Interest rate swaps | - | 0 | - | 0 |
| Total financial liabilities | - | 0 | - | 0 |
| Measurement at fair value at the end of the reporting date | ||||
|---|---|---|---|---|
| in thousands of euro | Level 1 | Level 2 | Level 3 | Total |
| -Interest rate swaps | - | 344 | - | 344 |
| Total financial assets | - | 344 | - | 344 |
| -Interest rate swaps | - | (932) | - | (932) |
| Total financial liabilities | - | (932) | - | (932) |
| Measurement at fair value at the end of the reporting date | ||||
|---|---|---|---|---|
| in thousands of euro | Level 1 | Level 2 | Level 3 | Total |
| -Interest rate swaps | - | 0 | - | 0 |
| Total financial assets | - | 0 | - | 0 |
| -Interest rate swaps | - | 0 | - | 0 |
| Total financial liabilities | - | 0 | - | 0 |
| Measurement at fair value at the end of the reporting date | ||||
|---|---|---|---|---|
| in thousands of euro | Level 1 | Level 2 | Level 3 | Total |
| -Interest rate swaps | - | 344 | - | 344 |
| Total financial assets | - | 344 | - | 344 |
| -Interest rate swaps | - | 932 | - | (932) |
| Total financial liabilities | - | 932 | - | (932) |
The derivatives' fair value is based on market to market assessment. For all swap contracts, fair values are confirmed from financial institutions with which the group has entered relevant contracts. It is noted that the above mentioned swaps have expired in year 2015 and the company did not renew them (note 27).
Fair value of the Group's and Company's financial assets and liabilities mentioned below, approximate their accounting balance.
During the year no reclass took place among levels 1, 2, 3 relevant to fair value measurement.
Company and Group are exposed to the following risks from using financial instruments:
Management is generally responsible for establishing and supervising the framework for managing Company's and Group's risks. Managing financial risk aims to limit the above mentioned risks in terms of constant operation and funding of activities. Company's and Group's risk management policies have been introduced for locating and analyzing the risks Company and Group face, in order to set up the appropriate risk limits and their audit procedure, as well as the monitoring of risks and the compliance to the limits set up by Company and Group. Risks management policies and systems are regularly checked to reflect changes in market's circumstances and in Company's and Group's operations. Company and Group through personnel training and standards set up by management aim to develop a disciplined and constructive environment for control, in which all employees understand their roles and their obligations and in which the undertaking of risks and relevant antimeasures that reduce the risks, is explicitely defined.
The audit committee of Athens Medical Group supervises the way management monitors the compliance to the policies and risk management procedures for Company and Group and tests the adequacy of the risk management framework in terms of the risks both Company and Group face. Audit committee gets help to its work from internal audit service. Internal audit takes over the putting through of periodic and special purpose surveys of assurance valves and procedures, relating to risk management, the results of which are disclosed to the audit committee.
Credit risk arises, from credit exposures to customers, including outstanding receivables and conducted transactions of significance.
The maximum exposure to credit risk at the reporting date is as follows:
| The Group | The Company | |||
|---|---|---|---|---|
| in thousands of euro | 2015 | 2014 | 2015 | 2014 |
| Cash and cash equivalents | 10.426 | 5.027 | 9.901 | 4.225 |
| Trade receivables | 96.304 | 97.624 | 95.889 | 97.040 |
| Other receivables | 12.722 | 22.146 | 15.736 | 25.095 |
| Derivatives | 0 | 344 | 0 | 344 |
| Other non current assets | 438 | 439 | 434 | 436 |
| Total | 119.890 | 125.580 | 121.960 | 127.140 |
The major part of trade receivables comes from public insurance organizations and private insurance companies, whose credit risk is not considered significant in terms of Company's assets and liabilities except extraordinary events. Regarding the rest of debtors, represented by sale to individuals, risk is diversified due to the great number of debtors. (See Note 25). Ctredit control department assesses the credit quality of the customer, taking into account its financial position, past experience and other factors. Trade debtors credit limits are set based on internal ratings in accordance with limits set by management.
The Company's and Group's value of trade receivables is impaired, when there is evidence or indications that the collection of each receivable in whole or up to a percentage is not feasible. The Group's management proceeds to periodic revaluation of the formulated provision for doubtful debts in relation to the credit policy and data from the Group's Law Department, which arise from processing past data and recent developments of each case the department manages.
For other receivables credit risk is considered of no significance.
In terms of derivatives, Group and Company monitor their positions, the credit ratings of counterparties (see note 27) and the size of contracts it enters into, with each one of them.
Furthermore in terms of cash and cash equivalents, Group and Company cooperate only with renounced credit institutions of highly credited ratings.
Liquidity risk is the risk of dealing with the difficulty in satisfying liabilities relating to financial liabilities, which are settled with cash or other financial asset.
Prudent liquidity risk management implies maintaining sufficient cash and cash equivalents, the availability of funding through an adequate amount of committed credit facilities. Furthermore, the Group estimates and controls its cash flows on a regular time basis.
The following table depicts Group's and Company's financial liabilties classified in groups by the time period, estimated from the reporting date to the contractual date payable. As is is point out in note 5, Company and Group are in negotiation process with banks about the refunding of existing borrowings and their conversion to non current ones.
| Group 31/12/2015 | Less than 1 year | Between 1 and 5 years |
Over 5 years |
|---|---|---|---|
| in thousands of euro | |||
| Borrowings | 149.047 | 74 | 0 |
| Trade accounts payable and other liabilities | 113.829 | 3.572 | 1.005 |
| Total | 262.876 | 3.646 | 1.005 |
| Group 31/12/2014 | Less than 1 year | Between 1 and 5 years |
Over 5 years |
| in thousands of euro | |||
| Borrowings | 157.508 | 132 | 0 |
| Trade accounts payable and other liabilities | 107.720 | 0 | 0 |
| Total | 265.228 | 132 | 0 |
| Company 31/12/2015 | Less than 1 year | Between 1 and | Over 5 years |
| in thousands of euro | 5 years | ||
| Borrowings | 146.750 | 16 | 0 |
| Trade accounts payable and other liabilities | 120.705 | 3.572 | 1.005 |
| Total | 267.455 | 3.588 | 1.005 |
| Company 31/12/2014 | |||
| Less than 1 year | Between 1 and 5 years |
Over 5 years | |
| in thousands of euro | |||
| Borrowings | 155.204 | 28 | 0 |
| Trade accounts payable and other liabilities | 113.769 | 0 | 0 |
Market risk is the risk, changes in market prices like exchange rates, interest rates and prices of shares affecting Company's and Group's income, or the value of their financial assets. Market risk management aims to control and test the exposure in martket risk in acceptable level, by maximizing the return with which Company and Group perform these transactions by specific guidelines arising from risk management framework.
The Group holds participations (business operations) in Romania, whose net assets are exposed to FX translation risk. This kind of FX translation risk derives from the exchange rate RON / € and it is not hedged as there is no substantial exposure. Group's management constantly monitors FX translation risks, that might arise and evaluates the need to take relative actions.
Presume that there is a change (depreciation/appreciation) at 31st of December 2015 concerning the exchange rate of RON/€ at a level of 0,1% (respectively at a level of 0,1% for previous year ). The effect on Group's results for the year as well as on Group's equity, due to the translation of the results of company MEDSANA BMC from its functional currency to Euro, is disposed in the table below:
| in thousands of euro | 2015 | 2014 | 2015 | 2014 |
|---|---|---|---|---|
| Appreciation / (Depreciation) | 0,10% | 0,10% | -0,10% | -0,10% |
| Net profit | ||||
| gain /(loss) | 0,0 | 0,1 | 0,0 | -0,1 |
| Equity | ||||
| gain /(loss) | 0,0 | 0,1 | 0,0 | -0,1 |
This percentage of 0,1% depreciation/appreciation was based on the average volatility in the exchange rates market for a twelve-month period for year 2015.
| Exchange rate for year 2015 | Balance Sheet | Profit and Loss |
|---|---|---|
| 1€=RΟΝ | 4,5240 | 4,4454 |
| Exchange rate for year 2014 | Balance Sheet | Profit and Loss |
| €=RΟΝ | 4,4821 | 4,4840 |
The Group and the Company is not exposed to securities price risk as it has no investment in entities classified, in the consolidated balance sheet, as financial assets at fair value through income statement.
The group's interest rate risk arises from long-term and short-term borrowings. Borrowings issued at variable rates expose the group to cash flow interest rate risk. Depending on the levels of net debt, any change in the base interest rates (EURIBOR), has a proportionate impact on the Group's and Company's results. For diminishing the effect of the above mentioned interest rate risk beginning from year 2008 Group and Company entered financial contracts for interest rate risk hedging purposes. These financial instruments, are measured at fair value and are recognized as assets or liabilities in the Financial Statement.
The Group's policy is to minimize its exposure to interest rate cash flows risk with regard to financing issued at variable rates, to maintain its borrowings at low levels but at the same time make sure of the funding by cooperative banks that satisfy, by all means, the planned growth of the Group and the Company.
A detailed report of Company's and Group's loans is found in Note 30.
The table below presents the effect on Group's and Company's results for year 2015 and 2014 as well as on Group's and Company's equity at 31st December 2015 and 31st December 2014 (sensitivity analysis) at a rate volatility (increase/decrease ) of EURIBOR by 0,5% .
| The Group | The Company | |||||||
|---|---|---|---|---|---|---|---|---|
| in thousands of euro | 2015 | 2014 | 2015 | 2014 | ||||
| 0,50% | -0,50% | 0,50% | -0,50% | 0,50% | -0,50% | 0,50% | -0,50% | |
| Net profit | ||||||||
| ( 768) | 768 | ( 825) | 825 | ( 757) | 757 | ( 813) | 813 | |
| gain /(loss) | ||||||||
| Equity | ||||||||
| ( 768) | 768 | ( 825) | 825 | ( 757) | 757 | ( 813) | 813 | |
| gain /(loss) |
The above table does not include the positive effect of interest received from bank deposits.
The 31st of December 2015 the Group and the Company had various agreements of operational lease, concerning the renting of buildings and transportation equipment and they end in several dates.
The renting expenses are included in the accompanying consolidated income statement of the period ended in the 31st of December 2015 and they amount to € 2.100 (€2. 094 at 31st December 2014).
The minimum future payable rental leases based on non-reversible contracts of operational leases in 31st of December 2015 and 31st of December 2014 are as follows:
| in thousands of euro | 31/12/2015 | |
|---|---|---|
| Commitments from operational leases: | The Group | The Company |
| Within 1 year | 2.200 | 2.367 |
| 1-5 years | 6.447 | 6.623 |
| Over 5 years | 12.258 | 12.258 |
| Total | 20.905 | 21.248 |
| in thousands of euro | 31/12/2014 | |
| Commitments from operational leases: | The Group | The Company |
| Within 1 year | 1.877 | 2.038 |
| 1-5 years | 6.522 | 6.399 |
| Over 5 years | 13.877 | 13.877 |
The Group at 31st December 2015 had issued letters of guarantee for good performance for a total amount of € 171 ( € 132 in year 2014).
The Company and the Group is involved (in its capacity as defendant and as plaintiff) in various lawsuits and legal amperages in the framework of its normal operation. The Management, as well as its legal advisors estimates that all the pending cases are expected to be settled without any significant negative repercussions on the consolidated financial position of the Company and the Group or in the results of its operation.
The Company has excercised legal remedies for annulment against the relevant Health Ministry decisions to the Council of the State and has also excercised appeals and applications for suspention against the stand alone acts of ΕΟPΥΥ to the Administrative Court of Appeal. We note that following the verdicts of the Administrative Court of Appeal, the power of these decisions of ΕΟPΥΥ has been suspended. However these decisions are considered to be outstanding and are refered to the Council of the State. Company's management with the agreed opinion of its legal advisors although it expects to be justified, for reasons of prudence and in view of providing a complete picture of the anticipated effect on the Company's and Group's financial results, included the above mentioned amounts in its financial statements. Additionaly and for tax compliance purposes proceeded to the issuance of relevant credit notes, based on the updated certifications for the amounts of Clawback and Rebate, issued by ΕΟPΥΥ.
The Company and its subsidiaries are related to the following legal and natural persons:
The transactions with its subsidiaries are mainly concerning the provision of commercial services, as well as the purchasing and selling of goods. The transactions are realized within the normal operating framework of the Company.
The relative balances receivable from affiliated are not covered by securities, mortgages and their payment in full is conducted by cash payment within the time limits agreed between the companies in question. The Management of the Company does not regard that a provision/allowance for a possible non-collection of its subsidiaries related receivables is needed, hence no provision/allowance for doubtful debtors against these receivables is formed, except the case of subsidiary Hospital Affiliates International (see note 26) and associate company LAVIE ASSURANCE (see below).
The balances receivable/(payable) of the related party accounts of the Group are as follows:
| in thousands of euro | ||
|---|---|---|
| The Group | The Company | |
| Compensations of executives and members of the Board |
5.595 | 4.955 |
| 2015 | ||
| in thousands of euro | ||
| The Group | The Company | |
| Liabilities to executives and members of the | ||
| Board | 2.194 | 2.086 |
| The Group | The Company |
|---|---|
| 6.622 | 5.994 |
| The Group | The Company |
| 1.806 | 1.723 |
| 2015 | Company | |||||
|---|---|---|---|---|---|---|
| in thousands of euro | Receivables | Liabilities | Income | Purchases | ||
| IATRIKI TECHNIKI S.A. | 0 | 35.077 | 15 | 9.644 | ||
| EREVNA S.A. | 0 | 31 | 0 | 0 | ||
| PHYSIOTHERAPY CENTER S.A. | 0 | 269 | 112 | 368 | ||
| EUROSITE | 3.456 | 0 | 57 | 0 | ||
| GΑΙΑ | 2.346 | 0 | 1 | 0 | ||
| HOSPITAL AFFILLIATES INTERNATIONAL S.A. | 392 | 0 | 0 | 0 | ||
| TOTAL | 6.194 | 35.377 | 185 | 10.013 |
| in thousands of euro | Receivables from dividends | Income from dividends |
|---|---|---|
| PHYSIOTHERAPY CENTER S.A. | 0 | 40 |
| TOTAL | 0 | 40 |
| 2014 | Company | |||||
|---|---|---|---|---|---|---|
| in thousands of euro | Receivables | Liabilities | Income | Purchases | ||
| IATRIKI TECHNIKI S.A. | 8 | 31.911 | 16 | 8.933 | ||
| EREVNA S.A. | 0 | 31 | 0 | 0 | ||
| PHYSIOTHERAPY CENTER S.A. | 0 | 238 | 111 | 333 | ||
| EUROSITE | 3.416 | 0 | 58 | 0 | ||
| GΑΙΑ | 1.591 | 12 | 1 | 95 | ||
| HOSPITAL AFFILLIATES INTERNATIONAL S.A. | 390 | 0 | 0 | 0 | ||
| TOTAL | 5.405 | 32.192 | 186 | 9.361 |
| in thousands of euro | Receivables from dividends | Income from dividends |
|---|---|---|
| IATRIKI TECHNIKI S.A. | 155 | 155 |
| PHYSIOTHERAPY CENTER S.A. | 0 | 50 |
| TOTAL | 155 | 205 |
Part of Company's receivables from subsidiaries Eurosite S.A. and Gaia S.A.and specifically receivables amounted to euro 1.548 and euro 2.149 respectively, refer to deposits of Parent Company for the purpose of future share capital increase of these subsidiaries. The rest of the receivables of the above mentioned companies, refer to financial facilitation. In year 2012, the company in relation to receivables from LAVIE ASSURANCE of 1.744 euro (in 31/12/2015), formed provision for impairment loss of 909 euro, charging its results. Finally, in previous year 2013 regarding the receivables of euro 390 (at 31/12/2014) from Hospital Affiliates International S.A., the Company formed impairment, charging this year's results, amounted to euro 390 (see note 26).
The purchases of the Company mainly refer to purchases of medical materials from IATRIKI TECHNIKI S.A. transacted in the normal course of business. Liabilities exist due to this commercial relationship.
Purchases from PHYSIOTHERAPY CENTER S.A. refer to health services that were provided by the subsidiary to patients of the Group's Clinics. Purchases from GAIA S.A. refer to mechanical equipement lease.
Also Parent Company has guaranted in favour of subsidiary Medsana for its borrowings (financial leases) amounted to 105 euro.
| The Group | The Company | |||||||
|---|---|---|---|---|---|---|---|---|
| 2015 | Receivables at |
Liabilities at | Income for the period |
Purchases for the period |
Receivables at |
Liabilities at | Income for the period |
Purchases for the period |
| 1/1- | 1/1- | 1/1- | 1/1- | |||||
| in thousands of euro | 31/12/2015 | 31/12/2015 | 31/12/2015 | 31/12/2015 | 31/12/2015 | 31/12/2015 | 31/12/2015 | 31/12/2015 |
| IKODOMIKI EKMETALEFTIKI S.A. |
3 | 0 | 0 | 0 | 3 | 0 | 0 | 0 |
| 1.744 | 39 | 0 | 0 | 1.744 | 39 | 0 | 0 | |
| LA VIE Assurance SYCHRONI |
||||||||
| ECHODIAGNOSI | 0 | 27 | 0 | 0 | 0 | 27 | 0 | 0 |
| KORINTHIAKOS | ||||||||
| RYTHMOS | 6 | 557 | 0 | 466 | 6 | 29 | 0 | 382 |
| TRADOR S.A. | 26 | 0 | 0 | 0 | 26 | 0 | 0 | 0 |
| AGGEIOLOGIKI | ||||||||
| DIEREVNISI S.A. | 0 | 4 | 0 | 0 | 0 | 4 | 0 | 0 |
| 1.779 | 627 | 0 | 466 | 1.779 | 99 | 0 | 382 | |
| TOTAL |
| 2015 | The Group | The Company | |||
|---|---|---|---|---|---|
| Receivables from |
Income from | Receivables from |
Income from | ||
| in thousands of euro | dividends | dividends | dividends | dividends | |
| MEDICAFE CATERING SERVICES S.A. | 0 | 0 | 0 | 0 |
| The Group | The Company | |||||||
|---|---|---|---|---|---|---|---|---|
| 2014 | Receivables at |
Liabilities at | Income for the period 1/1- |
Purchases for the period 1/1- |
Receivables at |
Liabilities at | Income for the period 1/1- |
Purchases for the period 1/1- |
| in thousands of euro | 31/12/2015 | 31/12/2015 | 31/12/2015 | 31/12/2015 | 31/12/2015 | 31/12/2015 | 31/12/2015 | 31/12/2015 |
| IKODOMIKI EKMETALEFTIKI S.A. |
3 | 0 | 0 | 0 | 3 | 0 | 0 | 0 |
| 1.745 | 39 | 0 | 0 | 1.745 | 39 | 0 | 0 | |
| LA VIE Assurance SYCHRONI |
||||||||
| ECHODIAGNOSI | 0 | 27 | 0 | 0 | 0 | 27 | 0 | 0 |
| KORINTHIAKOS | ||||||||
| RYTHMOS | 6 | 591 | 0 | 464 | 6 | 136 | 0 | 381 |
| TRADOR S.A. | 26 | 0 | 0 | 0 | 26 | 0 | 0 | 0 |
| AGGEIOLOGIKI | ||||||||
| DIEREVNISI S.A. | 0 | 6 | 0 | 0 | 0 | 6 | 0 | 0 |
| MEDICAFE CATERING SERVICES S.A. |
20 | 0 | 74 | 0 | 20 | 0 | 74 | 0 |
| DOMINION INSURANCE BROKERAGE S.A. |
0 | 70 | 0 | 17 | 0 | 64 | 0 | 17 |
| 1.800 | 733 | 74 | 481 | 1.800 | 272 | 74 | 398 |
TOTAL
| 2014 | The Group | The Company | |||
|---|---|---|---|---|---|
| Receivables | Receivables | ||||
| from | Income from | from | Income from | ||
| in thousands of euro | dividends | dividends | dividends | dividends | |
| MEDICAFE CATERING SERVICES S.A. | 0 | 48 | 0 | 0 |
There are not any subsequent from the Financial Statements events, that refer to the Group or the Company in which relevant disclosure is required by the International Financial Reporting Standards.
The Company during the year 1/1/2015 – 31/12/2015, provided at the disposal of the public the following information, which are available in the web site:www.iatriko.gr.
| DATE | INFORMATION | WEB SITE ADDRESS |
|---|---|---|
| 19/2/2015 | Announcement | www.iatriko.gr |
| 9/3/2015 | Trade Acknowledgement | www.iatriko.gr |
| 9/3/2015 | Announcement L.3340/2005 | www.iatriko.gr |
| 27/3/2015 | Announcement | www.iatriko.gr |
| 31/3/2015 | Financial Statement and Information according to IFRS | www.iatriko.gr |
| 31/3/2015 | Financial Statement and Information according to IFRS | www.iatriko.gr |
| 31/3/2015 | Financial Statement | www.iatriko.gr |
| 31/3/2015 | Financial Statement | www.iatriko.gr |
| 31/3/2015 | Financial Statement | www.iatriko.gr |
| 31/3/2015 | Financial Statement | www.iatriko.gr |
| 29/5/2015 | Financial Statement and Information according to IFRS | www.iatriko.gr |
| 29/5/2015 | Financial Statement and Information according to IFRS | www.iatriko.gr |
| 29/5/2015 | Financial Statements | www.iatriko.gr |
| 29/5/2015 | Financial Statements | www.iatriko.gr |
| 29/5/2015 | Financial Statements | www.iatriko.gr |
| 29/5/2015 | Financial Statements | www.iatriko.gr |
| 8/6/2015 | Announcement about the presentation to the analysts | www.iatriko.gr |
| 8/6/2015 | Announcement about the presentation to the analysts | www.iatriko.gr |
| 8/6/2015 | Announcement about the General Meeting | www.iatriko.gr |
| 5/6/2015 | Announcement about the presentation to the analysts | www.iatriko.gr |
| 5/6/2015 | Announcement about the General Meeting | www.iatriko.gr |
| 29/6/2015 | Announcement about decisions of General Meeting | www.iatriko.gr |
| 30/6/2015 | Announcement about decisions of General Meeting | www.iatriko.gr |
| 30/6/2015 | Announcement about decisions of General Meeting | www.iatriko.gr |
| 31/8/2015 | Financial Statement and Information according to IFRS | www.iatriko.gr |
| 31/8/2015 | Financial Statement and Information according to IFRS | www.iatriko.gr |
| 31/8/2015 | Financial Statements | www.iatriko.gr |
| 31/8/2015 | Financial Statements | www.iatriko.gr |
| 31/8/2015 | Financial Statements | www.iatriko.gr |
| 31/8/2015 | Financial Statements | www.iatriko.gr |
| www.iatriko.gr | ||
| 31/8/2015 | Announcement about Financial Statements/Reports | |
| 14/9/2015 | Trade Acknowledgement | www.iatriko.gr |
| 14/9/2015 | Announcement L.3556/2007 | www.iatriko.gr |
| 16/9/2015 | Trade Acknowledgement | www.iatriko.gr |
| 16/9/2015 | Trade Acknowledgement | www.iatriko.gr |
| 16/9/2015 | Announcement L. 3556/2007 | www.iatriko.gr |
| 18/9/2015 | Trade Acknowledgement | www.iatriko.gr |
| 18/9/2015 | Announcement L. 3556/2007 | www.iatriko.gr |
| 30/11/2015 | Financial Statements | www.iatriko.gr |
| 30/11/2015 | Financial Statements | www.iatriko.gr |
| 30/11/2015 | Financial Statements | www.iatriko.gr |
| 30/11/2015 | Financial Statements Financial Statement and Information according to IFRS |
www.iatriko.gr |
| 30/11/2015 | Financial Statement and Information according to IFRS | www.iatriko.gr |
| 30/11/2015 | www.iatriko.gr |
The Company's annual Financial Statement, consolidated and separate, the report of the Board of Directors as well as the Independent Auditor's report are uploaded to the internet address www.iatriko.gr .
Marousi, 29/3/2016
| BOD OFFICER AND MEMBER OF ACCOUNTANT THE BOD |
THE PRESIDENT OF THE | THE CHIEF EXECUTIVE | THE GENERAL GROUP CFO | THE PARENT CFO | THE PARENT CHIEF |
|---|---|---|---|---|---|
| ------------------------------------------------------- | ---------------------- | --------------------- | ----------------------- | ---------------- | ------------------ |
GEORGIOS V. APOSTOLOPOULOS
VASSILIOS G. APOSTOLOPOULOS
EMMANOUIL P. MARKOPOULOS
PETROS D. ADAMOPOULOS ID AK 038305 ID Ξ 350622 ID Π 001034 ID AZ 533419 ID ΑΒ 052569
PANAGIOTIS CH. KATSICHTIS O.E.E. Rank No.17856 Classification A'
| ATHENS MEDICAL CENTER S.A. | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 5-7 Distomou Str, 15125 Maroussi | REG. No. 13782/06/Β/86/06 General Commercial Registry : 356301000 | |||||||||||||
| FINANCIAL STATEMENT AND INFORMATION FOR THE YEAR 1 January 2015 until 31 December 2015 (In accordance to L.2190/20, article 135 for companies that prepare annual financial statements, consolidated and not, according to IFRS) |
||||||||||||||
| The following results and information, that arise from statements can be downloaded, as well as the Auditor's Certificate. |
the company's financial statements, provide a general picture of the financial position and financial results of the ATHENS MEDICAL CENTER | S.A. (Issuer) and the Group. Thus we suggest the reader, before entering into any sort of investment decision or other transaction with the company to gain access to the company's web site, where the financial | ||||||||||||
| Prefecture: | Ministry of Development and Competitiveness - | Company's Board of Directors | ||||||||||||
| Company's web site: | Department for Limited Companies www.iatriko.gr |
Name | Position | |||||||||||
| Date of approval by the | Board of Directors of the annual Financial Statements : | 29 March 2016 | Dr. George V. Apostolopoulos Dr. Vassilios G. Apostolopoulos |
President CEO |
||||||||||
| Certified Auditor Accountant : | Harry Sirounis Cerified Auditor Accountant AM SOEL 19071 | Christos G. Apostolopoulos | Vice President | |||||||||||
| Auditing Company : Type of Auditor's Certificate : |
KPMG Certified Auditors A.E. SOEL 114 Unqualified opinion- emphasis of matter |
Dr. Jorn Olaf Hirschmann Nikolaos Koritsas |
Member (non executive) Member (Independent non executive) |
|||||||||||
| Konstantinos Pampoukis | Member (Independent non executive) | |||||||||||||
| STATEMENT OF FINANCIAL POSITION (annual consolidated and non consolidated) amounts in € | Vassilios Tountopoulos | Member (Independent non executive) | CASH FLOW STATEMENT FOR THE YEAR (annual consolidated and non consolidated) amounts in € | |||||||||||
| GROUP | PARENT | Indirect method | GROUP | PARENT | ||||||||||
| ASSETS Property, plant and equipment |
31/12/2015 232.712.971,12 |
31/12/2014 241.513.007,04 |
31/12/2015 220.867.263,41 |
31/12/2014 | 228.993.427,31 Operating Activities : | 1/1-31/12/2015 1/1-31/12/2014 1/1-31/12/2015 1/1-31/12/2014 | ||||||||
| Intangible assets | 325.297,70 | 333.186,15 | 321.371,23 | 324.925,33 | Profit / (Loss) before taxes (continued operations) | -16.246.702,31 -17.176.178,90 -16.267.658,48 -18.901.188,88 | ||||||||
| Other non current assets Inventory |
13.067.176,74 4.684.948,97 |
9.188.256,09 4.561.124,49 |
33.000.879,77 4.487.412,04 |
29.128.948,19 Plus/Less adjustments for : 4.346.855,47 Depreciation |
9.056.799,70 | 9.161.924,05 | 8.337.456,69 | 8.358.512,47 | ||||||
| Receivables (trade debtors) | 77.851.841,06 | 78.769.545,11 | 77.438.437,59 | 78.226.604,38 Impairment of tangible and intangible fixed assets | 1.714.826,69 | 0,00 | 1.714.826,69 | 2.615.000,00 | ||||||
| Other current assets | 41.600.341,97 | 46.370.773,32 | 44.087.354,15 | 48.477.501,30 Provisions | Exchange differences | 4.337.231,10 10.095,00 |
1.408.553,71 445,00 |
4.331.845,20 0,00 |
1.405.025,81 0,00 |
|||||
| TOTAL ASSETS EQUITY AND LIABILITIES |
370.242.577,56 | 380.735.892,20 | 380.202.718,19 | 389.498.261,98 Results (revenue, expenses, gains and losses) from investing activities |
-1.316.990,08 | -2.395.759,35 | -1.352.340,32 | -2.693.884,88 | ||||||
| Share capital | 26.888.153,80 | 26.888.153,80 | 26.888.153,80 | 26.888.153,80 Interest expenses and related costs | 9.809.465,94 | 12.317.165,03 | 9.614.091,28 | 12.135.385,56 | ||||||
| Other components of equity | Total equity attributable to owners of the parent (a) | 31.850.542,39 58.738.696,19 |
46.679.559,89 73.567.713,69 |
37.957.349,14 64.845.502,94 |
52.612.594,39 Plus/Less adjustments for changes in 79.500.748,19 working capital or related to operating |
|||||||||
| Non controlling interests (b) Total Equity (c) = (a)+(b) |
108.036,12 58.846.732,31 |
237.034,27 73.804.747,96 |
64.845.502,94 | activities : 79.500.748,19 Decrease / (Increase) in inventories |
-123.824,48 | 196.647,52 | -140.556,57 | 163.240,49 | ||||||
| Long term borrowings | Long term provisions / Non current liabilities | 74.106,70 40.312.784,33 |
132.298,70 34.067.191,41 |
16.271,68 40.203.989,21 |
27.755,68 Decrease / (Increase) in receivables 33.957.912,91 (Decrease) / Increase in liabilities (except for borrowings) |
6.781.385,83 8.346.082,79 |
8.134.892,96 790.049,52 |
6.397.201,84 9.446.265,30 |
7.403.763,63 1.012.400,30 |
|||||
| Short term borrowings Other current liabilities |
149.046.645,33 121.962.308,89 |
157.507.995,97 115.223.658,16 |
146.749.977,31 128.386.977,05 |
155.204.253,92 Less : | 120.807.591,28 Interest charges and related expenses paid | -9.322.837,96 | -7.961.356,36 | -9.128.741,52 | -7.781.237,25 | |||||
| Paid taxes | -159.490,27 | -892.131,20 | 0,00 | -480.445,10 | ||||||||||
| Total liabilities (d) | 311.395.845,25 | 306.931.144,24 | 315.357.215,25 | 309.997.513,79 Total Inflows / (Outflows) from | ||||||||||
| TOTAL EQUITY AND LIABILITIES (c)+(d) | 370.242.577,56 | 380.735.892,20 STATEMENT OF CHANGES IN EQUITY FOR THE YEAR (annual consolidated and non consolidated) amounts in € |
380.202.718,19 | 389.498.261,98 Operating Activities (a) Investing Activities |
12.886.041,95 | 3.584.251,98 | 12.952.390,11 | 3.236.572,15 | ||||||
| GROUP | PARENT | |||||||||||||
| Total equity in the beginning of the year | 31/12/2015 | 31/12/2014 | 31/12/2015 | 31/12/2014 | Purchase of tangible and intangible fixed assets | -2.009.299,08 | -2.999.230,14 | -1.948.810,16 | -3.016.781,85 | |||||
| (1/1/2015 and 1/1/2014 accordingly) | 73.804.747,96 | 92.950.613,29 | 79.500.748,19 | 100.030.166,23 Cash collection from the sale of tangible and intangible fixed assets |
5.852,00 | 18.003,00 | 5.500,00 | 14.000,00 | ||||||
| Total comprehensive income after taxes (continued and discontinued operations) |
-14.828.025,64 | -19.085.815,33 | -14.655.245,25 | Cash flows (inflows) from the sale (aquisistion) of investments (shares, securities) -20.529.418,04 Income from interest |
49.892,44 351.386,47 |
84.113,00 676.403,25 |
49.892,44 350.489,16 |
0,00 674.973,02 |
||||||
| Income from dividend | 0,00 | 47.850,00 | 39.600,00 | 49.500,00 | ||||||||||
| Dividend distributed | -129.990,00 | -60.050,00 | 0,00 | 0,00 Total Inflows / (Outflows) from |
||||||||||
| Total equity at the end of the year | (31/12/2015 and 31/12/2014 accordingly) | 58.846.732,32 | 73.804.747,96 | 64.845.502,94 | Investing Activities (b) 79.500.748,19 Financing Activities |
-1.602.168,17 | -2.172.860,89 | -1.503.328,56 | -2.278.308,83 | |||||
| Debt repayment | -5.761.238,41 -11.879.983,36 | -5.761.238,41 -11.879.983,36 | ||||||||||||
| Payments of financial leasing | ||||||||||||||
| (Capital installments) Dividend paid |
-65.266,03 -57.630,00 |
-933.812,00 -60.050,00 |
-11.484,00 0,00 |
-841.446,29 0,00 |
||||||||||
| Total Inflows / (Outflows) from | ||||||||||||||
| Financing Activities ( c) | -5.884.134,44 -12.873.845,36 | -5.772.722,41 -12.721.429,65 | ||||||||||||
| Net Increase / (Decrease) in Cash and Cash Equivalents for the year (a)+(b)+( c) |
5.399.739,34 -11.462.454,27 | 5.676.339,14 -11.763.166,33 | ||||||||||||
| Cash and Cash Equivalents (beginning) | 5.026.545,83 | 16.489.000,10 | 4.224.711,39 | 15.987.877,72 | ||||||||||
| Cash and Cash Equivalents (year end) STATEMENT OF COMPREHENSIVE INCOME (annual consolidated and non consolidated) amounts in € |
10.426.285,17 | 5.026.545,83 | 9.901.050,53 | 4.224.711,39 | ||||||||||
| 1/1-31/12/2015 | GROUP | 1/1-31/12/2014 | 1/1-31/12/2015 | PARENT 1/1-31/12/2014 |
||||||||||
| Turnover Gross profit / (loss) |
158.091.903,85 26.264.303,38 |
148.873.179,23 14.155.128,06 |
153.602.878,13 23.540.112,52 |
144.325.540,79 11.417.706,64 |
||||||||||
| investing activity | Profit / (Loss) before taxes, financing and | -6.039.399,76 | -7.254.773,22 | -6.291.080,83 | -6.844.688,20 | |||||||||
| Profit / (Loss) before taxes | -16.246.702,31 | -17.176.178,90 | -16.267.658,48 | -18.901.188,88 | ||||||||||
| Profit / (Loss) after taxes (A) Attributable to: |
-15.771.544,48 | -18.502.618,48 | -15.604.923,96 | -19.959.237,69 | ||||||||||
| Owners of the parent Non controlling interests |
-15.772.536,32 991,84 |
-18.561.639,66 59.021,18 |
-15.604.923,96 | -19.959.237,69 | ||||||||||
| Other comprehensive income after taxes (B) | 943.518,84 | -583.196,85 | 949.678,71 | -570.180,35 | ||||||||||
| Attributable to: | Total comprehensive income after taxes (A)+(B) | -14.828.025,64 | -19.085.815,33 | -14.655.245,25 | -20.529.418,04 | |||||||||
| Owners of the parent Non controlling interests |
-14.829.017,48 991,84 |
-19.144.836,51 59.021,18 |
-14.655.245,25 | -20.529.418,04 | ||||||||||
| Proposed dividend per share - in € | Earnings (after taxes) per share - basic in € | -0,1818 | -0,2140 | -0,1799 0,0000 |
-0,2301 0,0000 |
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| Profit / (Loss) before taxes, financing and | ||||||||||||||
| investing activity and depreciation | 3.017.399,94 | 1.907.150,83 ADDITIONAL INFORMATION : |
2.046.375,86 | 1.513.824,27 | ||||||||||
| Group Structure Companies |
Residence | Participation (%) |
Consolidation Method |
Tax Unaudited Years |
8. Disclosures of transactions with related parties of group and company as defined in IAS 24 (amounts in €) : | GROUP | PARENT | |||||||
| ATHENS MEDICAL CENTER SA IATRIKI TECHNIKI SA |
Maroussi Attica Kiffisia Attica |
Parent Co 100,00 |
TOTAL | 2009-2010 2009-2010 |
a) Revenue b) Expenses |
0,00 465.575,19 |
224.274,88 10.395.107,87 |
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| AKSONIKI EREVNA SA | Maroussi Attica | 50,50 | TOTAL | 2007-2015 | c) Receivables | 1.780.596,64 | 7.974.905,56 | |||||||
| EREVNA SA PHYSIOTHERAPY |
Maroussi Attica | 51,00 | TOTAL | 2007-2015 | d) Liabilities e) Transactions and compensations of executives |
627.513,32 | 35.476.187,87 | |||||||
| CENTER SA | HOSPITAL AFFILIATES INTERNATIONAL SA | Maroussi Attica Kiffisia Attica |
33,00 68,89 |
TOTAL TOTAL |
2010 2007-2010 & 2012 - 2015 |
and members of the Board f) Receivables from executives |
5.595.208,34 | 4.955.049,34 | ||||||
| MEDSANA BMC | Bucharest Romania | 100,00 | TOTAL | -- | and members of the Board | 0,00 | 0,00 | |||||||
| BIOAXIS SRL (former MEDSANA SRL) | Bucharest Romania | 78,90 | TOTAL | -- | g) Liabilities to executives and members of the Board |
2.194.383,29 | 2.086.069,64 | |||||||
| EUROSITE SA GAIA SA |
Maroussi Attica Athens |
100,00 100,00 |
TOTAL TOTAL |
2010 2009-2010 |
9. The amounts of formed provisions are the following (amounts in €): | GROUP | PARENT | |||||||
| INTEROPTICS SA | Athens | 27,33 | EQUITY METHOD | 2013-2015 | a) Legal disputes b) Tax unaudited years |
207.776,96 1.960.000,00 |
0,00 1.900.000,00 |
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| c) Other provisions | 981,00 | 0,00 | ||||||||||||
| financial statements of the previous year 2014. | with some of the credit terms (covenants) which resulted in the reclassification of the existing bank loans from | long term to short term |
1. All companies in the group are those described in the above table titled "Group Structure". There is no deviation in the companies and the method of consolidation relative to that used in the 2. Matter or emphasis of Auditor's certificate refers to:Group and Company are in the process of negotiations with creditor banks regarding the restructuring of bond loan due to non-compliance liabilities. As a result, the Group and the Company total |
10. The amount of other comprehensive income after taxes of group for year 1/1-31/12/2015 € 944 th includes exchange differences expence amounted to € 9 th, deferred tax expense amounted to € 404 th, recognized actuarial gains € 1.356 th. The respective amount € -583 th for year 1/1-31/12/2014 includes exchange differences income amounted to € 1 th,deferred tax income amounted to € 453 th, recognized actuarial losses € -1.741 th and impairment loss of affilliated companies € 705 th recognized in income statement. The amount of other comprehensive income after taxes of company for year 1/1-31/12/2015 € 950 th, includes deferred tax expense amounted to € 405 th, recognized actuarial gains € 1.355 th. The respective amount € -570 th for year 1/1-31/12/2014 includes deferred tax income amounted to € 448 th, recognized actuarial losses € -1.723 th. and impairment loss of |
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| current liabilities exceed their total current assets, by EUR 146 872 thousand and EUR 149 124 thousand, respectively. 3. There are pledges against the parent company's land and buildings, which refer to mortgage attachment amounted to 196,8 mil. |
affilliated companies € 705 th recognized in income statement. | |||||||||||||
| 11. A detailed report to group's structure is found in paragraphs 1 "General information about Company and Group", 6a "Accounting Policies ",as well as in paragraphs 21 "Investments |
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| 4. There are no legal disputes against Company that could have a significant effect on the company's and the group's financial structure. | in Subsidiaries" and 22 " Equity accounted investees " of the Annual Financial Report. 12. The accounting policies, applied by the Group and the Company for the completion of the annual Financial Statements as at 31/12/2015, are consistent with those stated in the |
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| 5. The total number of employees for year 2015 was: group 2.804 (2.831 for year 2014) and parent co 2.655 (2.682 for year 2014) respectively. | Financial Statements as at 31/12/2014. 13. The expiration date of bonds of common bond loan issuance program, of total amount 31.385th and initial expiration date 20/10/2015, with the consent of the borrowing banks, was |
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| 6. Profit/(losses) per share was calculated using the average weighted number of total shares issued. 7. At 31/12/2015 no treasury shares were held by parent company, nor its subsidiaries. |
extented up to 31/3/2016. Management is in negotiation process with the borrowing banks for the restructuring of the bond loan. | |||||||||||||
| Maroussi, 29 March 2016 | ||||||||||||||
| The President of the BoD | The CEO and member of the BoD |
The General Group CFO | The Parent CFO | The Parent Chief Accountant | ||||||||||
| Georgios V. Apostolopoulos | Vassilios G. Apostolopoulos | Emmanouil P. Markopoulos | Petros D. Adamopoulos | Panagiotis Ch. Katsihtis |
IMPORTANT NOTE: These Financial Statements and notes have been translated to English language from the original statutory Greek Financial Statement and notes. In case that differences exist between this translation and the Greek Financial Statement and notes, the Greek Financial Statements and notes will prevail.
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