2015 - José de Mello Saúde

Transcrição

RELATÓRIO E
CONTAS
2015
REPORT AND
ACCOUNTS
2015
1
REPORT AND
ACCOUNTS
2015
REPORT
R
EPORT AND
AND
ACCOUNTS
2015
WE GROW UP
SOLIDLY AND
WITH 70 YEARS OF EXPERTISE,
RIGOUR
AND EXCELLENCE
2
03
REPORT AND
INDEX
ACCOUNTS
2015
1. JOSÉ DE MELLO SAÚDE
04
1.1. MESSAGE FROM THE CHAIRMAN
05
1.2. JOSÉ DE MELLO SAÚDE PROFILE
08
1.3. JOSÉ DE MELLO SAÚDE IN NUMBERS
09
1.4. ORGANISATIONAL MODEL FOR THE GROUP AND GOVERNING BODIES 12
1.5. HISTORICAL CONTEXT
16
1.6. RELEVANT FACTS OF THE ACTIVITY IN 2015
18
1.7. PROSPECTS FOR 2016 22
1.8. VISION, MISSION AND VALUES
24
1.9. ETHICS
25
2. DEVELOPMENT AXES 26
2.1. CLINICAL EXCELLENCE
27
2.2. CUSTOMER EXPERIENCE
30
2.3. HUMAN TALENT
31
2.4. FINANCIAL SUSTAINABILITY 37
2.5. INNOVATION
40
3. BUSINESS AREA ACTIVITY
41
4. RISK MANAGEMENT
45
5. ECONOMIC-FINANCIAL ANALYSIS
49
6. PROPOSED APPROPRIATION OF NET PROFITS
58
7. INDIVIDUAL FINANCIAL INFORMATION
61
7.1 INDIVIDUAL FINANCIAL STATEMENTS - ON 31 DECEMBER 2015
62
7.2 ANNEX TO INDIVIDUAL FINANCIAL STATEMENTS - ON 31 DECEMBER 2015
68
7.3 STATUTORY AND AUDITOR’S REPORT
106
7.4 BOARD OF AUDITOR’S REPORT AND OPINION 2015
109
8. CONSOLIDATED FINANCIAL INFORMATION
111
8.1 CONSOLIDATED FINANCIAL STATEMENTS - ON 31 DECEMBER 2015112
8.2 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - ON 31 DECEMBER 2015
120
8.3 DECLARATION OF COMPLIANCE OF THE BOARD OF DIRECTORS
208
8.4 INFORMATION ON THE SHAREHOLDING STRUCTURE, ORGANISATION AND CORPORATE 209
GOVERNANCE
8.5 STATUTORY AND AUDITOR’S REPORT FOR 2015 216
8.6 BOARD OF AUDITOR’S REPORT AND OPINION 219
8.7 DECLARATION OF COMPLIANCE OF THE AUDIT BOARD
221
REPORT AND
ACCOUNTS
2015
1. JOSé de mello saúde
José de Mello Saúde carries out its activity in the provision of healthcare services.
The Management Report aims to describe in detail what José de Mello Saúde is and report the
facts on activity for 2015.
Message from the
Chairman
In the year in which we commemorate CUF’s 70th anniversary, we
maintained coherence over these seven decades and consolidated our
leadership in the area of healthcare in Portugal.
Step by step, we continue to focus on long-lasting values at the service of
the Portuguese people in terms of geographic expansion, clinical quality and
differentiation, human development and the irreproachable experience we
want to offer our clients, affirming José de Mello Saúde as an active part
in the sector and Country’s development.
To reflect this ambition, in 2015, CUF units continued to register sustained
growth in all areas of healthcare, with over 1.4 million consultations
(+12% than the same period of 2014), 45,000patients undergoing surgery
(+9% in comparison with the previous year) and around 37,000 discharged
patients (+3.9%).
Hospitals managed under a public-private partnership regime (PPP) also
registered positive performance in all areas of healthcare. In 2015, over
571,000 consultations were made (+6% than in 2014), over 38,000patients
underwent surgery (+3% than in the same period of the previous year),
around 299,000 emergencies attended to (+3% than in 2014) and over
4,400 births took place (+9% than in the same period of the previous year).
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REPORT AND
ACCOUNTS
2015
Despite the fragile economic situation, we continued to invest in Portugal,
as evidenced by the presentation of the new CUF Tejo Hospital, which will
open in Alcântara in the second half of 2018 and which is a new reference
in terms of healthcare.
The project for the CUF Tejo Hospital, designed for Ilnesses of the Future,
stems from a combination of 70 years’ experience and know-how of José
de Mello Saúde’s medical and management teams and offers the best
international practices in reference hospitals.
Following the announcement of the purchase Santarém’s Private Hospital
in March 2015, currently known as CUF Santarém Hospital, José de
Mello Saúde took over its management on 1 July, after signing the
purchase contract. This represented the completion of another important
step in the geographic expansion strategy but there is still more to come:
in the first quarter, we also opened a new clinic, CUF Miraflores, in the
county of Oeiras, in permanent joint operation with the CUF Infante Santo
Hospital.
The excellent service we offer our patients has extended to the
public-private partnerships managed by José de Mello Saúde.
By being distinguished by the Health Regulatory Authority with the highest
level of Clinical Excellence in seven different areas, through the study
of the National Health Evaluation System (SINAS), Braga Hospital was
rated the best hospital unit in the country.
In Braga, 2015 was marked by the external recognition of its high
standards that distinguish the institution, which include renewal of the
Hospital’s global accreditation, the ISO-9001:2008 certification and
recognition of the study of the multinational IASIST “Top 5 - Hospital
Excellence” as the best from medium/large hospitals in the category.
It was one of the five best hospital units in the National Health Service
(NHS) and was also awarded “1st Prize in Sustainable Health” in the
“Hospital Care” category.
Braga Hospital also retained its well-deserved outstanding position in the
NHS in terms of activity, already representing an important part of it and
making a decisive contribution to the increase in public response to
patients. We must remember that this unit performs around 4% of all NHS
surgeries, approximately 6% of outpatient surgeries, representing around
3.5% of internments and outpatient appointments.
It is also responsible for Government savings as shown in studies
conducted and public information provided on the hospital benchmarking
website developed by the Health System Central Administration Authority
(ACSS), according to which Braga Hospital will represent annual savings
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REPORT AND
ACCOUNTS
2015
of 30 to 40 million euros in comparison with other NHS hospitals with the
same healthcare profile.
With regard to PPPs, Vila Franca de Xira Hospital also took pride in
achieving the maximum rating in clinical excellence in four different areas
in the SINAS. It is also important to mention the high quality services
supplied in 2015, which led to the renewed accreditation of the hospital by
the Joint Commission International.
In the study promoted by IASIST Portugal “Top 5 - 2015 Excellence
Hospitals”, the Vila Franca de Xira Hospital obtained the second national
position in its reference group. It is still the hospital in the Lisbon area with
the shortest waiting list for surgery (82 days), according to data from the
SIGLIC referring to December 2015.
Finally, amongst the many awards received in 2015, CUF was awarded the
Consumer Choice ‘16 award by ConsumerChoice in the Private Hospital
category.
These awards strengthen our confidence in the future and our desire to
continue with our strategy to expand the CUF network in 2016, all over
Portugal, with the opening of the CUF Viseu Hospital and development
of the CUF Descobertas Hospital, CUF Cascais Hospital and CUF Torres
Vedras Hospital.
This reinforced physical presence of the CUF Network in Portugal will also
be reflected in its contribution to the creation of qualified jobs, which was
already the case in 2015, when 2,000 new employees were admitted to
different health units. Also in 2015, we received another 4,000 students
and trainees in many different training areas, in particular medical and
nursing apprenticeships.
At the end of 2015, José de Mello Saúde had over 7,700 employees; a large
team firmly committed to meet the expectations and needs of the
Portuguese people.
A commitment based on a consistent value proposition, focused on an
excellent clinical project and on the irreproachable experience offered,
which is an ambition that remains intact for 2016.
We will continue to tread the path of success and leadership that brought
us here and to make a difference in Healthcare in Portugal.
Salvador de Mello
Chairman of the Board
7
1.2 JOSÉ DE MELLO SAÚDE PROFILE
BRAGA
BEDS
CONSULTING
ROOMS
145
66
702
63
172
72
278
33
154
122
-
17
-
56
-
25
16
28
-
8
30
40
-
14
24
14
-
9
-
9
BEDS
CONSULTING
ROOMS
PORTO
TORRES
VEDRAS
SANTARÉM
Vila franca
de xira
CASCAIS
LISBOA
8
03
REPORT AND
ACCOUNTS
2015
Operating Income
1.3.JOSÉ DE MELLO SAÚDE
in numbers
560,2
Financial Indicators (million euros)
493,8
2013
EBITDA
42,2
63,5
16,3
12,6
18,6
2014
2014
2015
2015
2015
21,9
34,8
45,0
2013
2013
2014
Net Profit
EBIT
56,9
514,4
2013
2014
2015
2013
2014
2015
9
REPORT AND
ACCOUNTS
2015
Healthcare Indicators (thousands)
Consultations
1,607.5
Emergencies
1,827.8
Surgical Patients
84.7
573.5
2,069.8
77.9
545.2
72.6
532.1
2013
2014
2015
Outflow Patients
2013
2014
2015
2013
7.5
457.0
7.2
429.9
2013
2014
6.7
409.3
73.5
2015
2013
2015
Births
Days of Hospitalisation
78.7
74.6
2014
2014
2015
2013
2014
2015
10
REPORT AND
ACCOUNTS
2015
CUF Customers
On-line Consultation Scheduling
Calls Answered at the Contact Centre
2,350,065
253,460
2,276,124
149,656
2,104,650
97,147
2013
2014
2015
2013
2014
2015
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REPORT AND
Board of
Directors
1.4. ORGANISATIONAL
MODEL FOR THE GROUP
AND GOVERNING
BODIES
ACCOUNTS
2015
Executive Committee
Corporate
Centre
Healthcare
Units
PRIVATE HEALTHCARE UNITS
Organisational Model
On 31 December 2015, José de Mello Saúde was
structured according to the following organisational
model:
Corporate Boards
CUF Infante Santo Hospital
CUF Descobertas Hospital
CUF Porto Hospital
CUF Porto Institute
CUF Cascais Hospital
CUF Torres Vedras Hospital
CUF Belém Clinic
CUF Alvalade Clinic
CUF Sintra Clinic
CUF S. Domingos de Rana Clínic
CUF Mafra Clinic
Sagies
PUBLIC-PRIVATE HEALTHCARE UNITS
Braga Hospital
Vila Franca de Xira Hospital
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REPORT AND
ACCOUNTS
2015
Governing Bodies
GOVERNING BODIES WITHIN JOSÉ DE MELLO SAÚDE, S.A.
(INFORMATION AT 31.12.2015)
board of directors
Executive Committee
Salvador Maria Guimarães José de Mello
Chairman
Vice-Chairpersons
Vice-Chairman
Chairman
Pedro Maria Guimarães José de Mello
João Gonçalves da Silveira
Members
Rui Alexandre Pires Diniz
Rui Manuel Assoreira Raposo
Vasco Luís José de Mello
Inácio António da Ponte Metello de Almeida e Brito
Guilherme Barata Pereira Dias de Magalhães
Paulo Jorge Cleto Duarte
Luís Eduardo Brito Freixial de Goes
Maria Inês Rosa Dias Murteira Bleck
José Carlos Lopes Martins Salvador Maria Guimarães José de Mello
Company Secretary
Rui Manuel da Costa Ramalhal
Supervisory Board
Chairman
José Manuel Gonçalves de Morais Cabral
José Luís Bonifácio Lopes
João Filipe de Moura-Braz Correa da Silva
Members
Deputy
José de Mello Saúde Executive Committee
Miguel Luis Cortes Pinto de Melo
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REPORT AND
ACCOUNTS
2015
Statutory Auditor CUF Porto Hospital
Ernst & Young Audit & Associados, SROC
representado por Paulo Jorge Luis da Silva
Chairman of the Executive Committee
Vasco Luís de Mello
Bureau of the General Assembly
Gonçalo Marcelino
Pedro Bastos
Vasco Alexandre Vieira de Almeida
Ana Luísa Cardoso
Maria João Germano
Chairman
Secretary
João Vieira de Almeida
HEALTH UNITS
Executive Director
Managing Director
Executive Director
Managing Director
CUF Porto InstitutE
CUF MAFRA CLINIC
CUF SINTRA CLINIC
CUF Belém Clinic
CUF S. DOMINGOS DE RANA CLINIC
CUF Miraflores Clinic
CUF Santarém HOSPITAL
Catarina Marques da Rocha Gouveia
Managing Director
Maria Madalena P.C.V. Gomes Correia Neves
Managing Director
Braga Hospital
CUF Alvalade Clinic
João António do Vale Ferreira
Managing Director
José Luís Ferreira de Carvalho
Maria João Guimarães José de Mello
Gonçalo Marcelino
Executive Director
Ana Luísa Cardoso
Executive Director
Sagies
Francisco de Paula da Penha e Costa Malheiro Reymão
Managing Director
Managing Director
Maria José Dias Mota Magalhães de Barros
Managing Director
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REPORT AND
ACCOUNTS
2015
MEDICAL COUNCIL
NURSING COUNCIL
ETHICS COUNCIL
Chairwoman
Chairman
Chairwoman
Maria da Piedade Sande Lemos Azcue
Jorge Manuel Alves Draper Mineiro
João Carlos Lopes Simões Paço
Alberto Jorge Neves de Bessa Peixoto
Braga Hospital
Vitor Manuel Lima Correia da Silva
CUF Porto Hospital
Carlos Manuel Pires de Pina
José Valério Rodrigues Leite Pires
CUF Institute
Carlos Alberto Rabaçal Silva
António Júlio da Silva
CUF Santarém Hospital
José Inácio Guerreiro Fragata
Clinical Consultant for José de Mello Saúde
Cláudia Sofia Carvalho Simões
Organisational Development and Quality
Director for José de Mello Saúde
Fátima Faria
Paula Cristina Ruivo Duarte Martinho da Silva
Carlos José Gomes da Costa
Doutora Maria Isabel Semedo Carmilo
Renaud
João Paulo Mouro Rosa Camilo Malta
Nuno João Amador Silvestre Carlos
Rita Maria Lagos do Amaral Cabral
Fátima Faria
Hospital de Braga
José António Oliveira Coelho
Maria José Lourenço
Sara Maria Almeida Martins
CUF Porto Hospital and CUF Diagnosis and
Treatment Institute
Maria Benilde Rosário Folgado
Chairwoman of the José de Mello Saúde
Nursing Council
Maria da Piedade Sande Lemos Azcue
Chairwoman of the José de Mello Saúde
Medical Council
Célia Leitão
Maria Perpétua Bento Santos
José de Mello Residences and Services
Raquel Gueifão
Duarte Mendonça
CUF Viseu Hospital
Cláudia Sofia Carvalho Simões
Organisational Development and Quality
Director for José de Mello Saúde
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REPORT AND
ACCOUNTS
2015
I – HISTORICAL
CONTEXT
José de Mello Saúde is the
business platform of the
José de Mello Group for
the area of Health.
José de Mello Saúde is
committed to developing
a long-term business
strategy to give effect
to its Mission, Vision and
Values and simultaneously
promotes acting
responsibly and defending
business sustainability
in which it participates.
1945
1990
CUF Infante Santo
CUF BeléM Clinic
Hospital
Investment in a differentiated outpatient unit, extending the scope of activity
along the value chain.
Innovative hospital with
strong social responsibility
component that served, at
the time, 80,000 employees
and family members of the
CUF Group. It was the first
José de Mello Saúde unit.
de Mello Saúde consolidates its benchmark image in
private hospitalisation in
Lisbon. The opening of this
unit represented, at the
time, the largest private
investment in the healthcare area in Portugal.
1995
Fernando Fonseca
Hospital
First experience of
private management
of a public hospital in
Portugal.
2001
CUF Descobertas
Hospital
Leveraging on its experience of over 50 years, and
meeting market needs, José
2003
2006
‹‹
Campos Costa/VALAB
Entry into Porto marks the
beginning of geographic
diversification in Portugal.
These are units dedicated
to imaging and Clinical
Pathology, leaders in their
sector in the north of the
country.
CUF Alvalade Clinic
Expansion of outpatient
area with a focus on
physical medicine and
sports rehabilitation.
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REPORT AND
ACCOUNTS
‹‹
2015
2008
Acquisition of the clinic from
the Grupo Português de
Saúde with the aim of extending the offer in Cascais.
Cascais MEDICAL
2014
Hospital
CUF S. Domingos de Rana
Start of Vila Franca de Xira
Hospital management.
Clinic
Vila Franca de Xira
CUF Cascais Clinic
2006
2011
CUF Mafra Clinic,
and CUF Sintra Clinic
Opening of local clinics.
Institute
Consolidation of leadership
in outpatient area with the
acquisition of a unit in
Cascais.
2007
2009
First unit built from
scratch in the north of
Portugal, establishing a
strong differentiation in
terms of clinical staff and
technology.
Start of Braga Hospital
management.
CUF Porto Institute
2006
Quirón
Hospital Group
Entry into Spain through the
acquisition of shareholding
in benchmark operator of
the country (sale completed
in January 2013).
2008
CUF Torres Vedras Clinic
Extension of network of
clinics outside large Portuguese cities.
Braga Hospital
2008
Fernando Fonseca Hospital
End of Fernando Fonseca
Hospital Management
contract.
2012
Quirón
Hospital Group
Sale of holding.
2010
2015
The largest private hospital
in the north of the country
with high clinical quality.
Sale of holding.
CUF Porto Hospital
Dr. Campos Costa
CUF Miraflores Clinic
Opening.
CUF SANTARÉM HOSPITAL
Opening.
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REPORT AND
ACCOUNTS
2015
1.6.RELEVANT FACTS OF THE
ACTIVITY IN 2015
José de Mello Saúde celebrated its 70th anniversary in 2015, the year in
which a series of key events occurred in the history of the Group. Below is
a brief description of the major events.
Expansion
Purchase of land and announcement of the opening of the CUF Tejo
Hospital
José de Mello Saúde announced that a new hospital in Lisbon will be built, the CUF Tejo Hospital. The Hospital will open in 2018, in Alcântara, and
over 100 million euros will be invested in the project designed by the architect Frederico Valsassina. The new unit was built in an area of 75 square
metres and designed from scratch to fight and treat Illnesses of the
Future.
The CUF Tejo Hospital project combined the 70 years of experience and
knowledge of the José de Mello Saúde medical and management teams
with the best international practices in reference hospitals as well as
projects still being developed by different partners in the industry that will
influence the health sector.
Acquisition and initial management of the CUF Santarém Hospital
Following the announcement of the agreement to purchase Santarém’s
Private Hospital in March 2015, José de Mello Saúde started managing it
on 1 July, after signing the contract for the purchase of this unit, currently
known as CUF Santarém Hospital. This represented the completion of
another important step in the José de Mello Saúde growth and geographic
expansion strategy.
This healthcare unit has 24 beds, three operating theatres and 14 consultation rooms and has the capacity to treat patients from eight counties in
the region and a population of over 190,000. Opening of the CUF Miraflores Clinic
José de Mello Saúde opened a new clinic in Miraflores, county of Oeiras, in
2015. The CUF Miraflores Clinic is an outpatient unit and works in
conjunction with the CUF Infante Santo Hospital.
With approximately 1,000 square metres and on two floors, the CUF
Miraflores Clinic has nine consultation rooms, two examination rooms,
one treatment room and one wound care room, as well as blood test
rooms and an x-ray, ultrasound and CAT scan room, operating six days a
week with extended opening hours. The CUF Miraflores Clinic also has 370
parking spaces for clients.
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REPORT AND
ACCOUNTS
2015
Focus on clinical quality as a central element of the Group’s
value proposition
Braga Hospital wins the highest SINAS award in seven areas
Braga Hospital was once again distinguished for its excellent results by the
Health Regulatory Authority (ERS), through the National Health Evaluation
System (SINAS), obtaining clinical excellence level III, the highest awarded
by the system, in seven clinical areas. Braga Hospital is therefore the only
hospital in the country with the highest classification in the area of clinical
excellence in seven different areas. In the areas of clinical excellence, Braga
Hospital obtained the highest classification (level III) in the fields of Neurology, Surgery, General Surgery, Cardiology, Orthopaedics (surgical correction of the femur), Obstetrics and Intensive Care.
Vila Franca de Xira Hospital wins the highest SINAS award in four areas
Vila Franca de Xira Hospital received the highest classification from
SINAS (National Health Evaluation System) in the area of clinical excellence in outpatient Surgery, Intensive Care, Gynaecology, Orthopaedics and
Patient Safety.
IASIST recognises Braga Hospital as one of the five best NHS hospitals
The award was attributed by the Hospital benchmarking company – IASIST –
to Braga Hospital, qualifying in first place in its medium / large hospital
reference group and therefore becoming one of the five best NHS hospital
units.
Awards were attributed through assessing healthcare quality, efficiency and
relevance.
Customer Experience
CUF Contact Centre moves to new facilities
The CUF contact centre moved to the Entreposto building, in the east side
of Lisbon.
The change of facilities arose from the desire to improve employee
conditions and the urge to respond to the organisation’s growing needs.
The new contact centre has an area specifically designed for large,
pleasant work areas, leisure areas, conference rooms, training rooms and
a specific dining area in a total of 2,000 square metres.
The move took place in December, and around 250 employees were
transferred.
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REPORT AND
ACCOUNTS
2015
Awards
2015 M&P Best Marketing Award
The CUF advertising campaign, which commemorated the 70 years of
the brand, was distinguished through winning four 2015 M&P Marketing
awards. Paula Brito Silva, marketing director at José de Mello Saúde, was
elected Marketeer of the Year.
The winning campaign was developed by the José de Mello Saúde
Marketing Department along with the BAR advertising agency and OMD
media agency.
The results of the 2015 M&P Marketing awards were revealed in December
of the same year and the CUF received the following:
1.
2.
3.
4.
5.
Marketeer of the Year – Paula Brito Silva
Best Marketing Grand Prize
Health and Well-Being Activity Sector – Gold
Media / Press – Gold
Multimedia / Integrated Campaign – Silver
‘16 Consumer Choice Award
CUF was awarded the Consumer Choice ‘16 award in the Private Hospital
category, by ConsumerChoice. In a comparison made between the largest
private Healthcare groups in Portugal, CUF wins in eight of the 12
assessment criteria with a total average of 9.32 points out of ten.
Medical service quality, quick assistance, capacity to respond/solve all
problems, specialisation areas, quality of facilities, honesty when presenting invoices, opening times and partnerships with insurance companies
were considered the most valued criteria at the CUF by consumers,
in conformity with the Consumer Choice award.
APCE Grand Prize in the Sustainability Report category
José de Mello Saúde also won the Portuguese Association for
Corporate Communication (APCE) Grand Prize in the Sustainability Report
category, attributed in the Gala held to announce the winners of the 2015
APCE Grand Prize, which distinguish the excellence of organisational
communication in Portugal.
The APCE is a reputed association in the areas of organisational
Communication and Public Relations in Portugal, with over 80 prominent
associates in the country. The José de Mello Saúde Sustainability Report is
published once a year and provides an integrated analysis of the
economic, environmental and social impacts of its activity. The document
is based on guidelines of the Global Reporting Initiative (GRI) and describes the main activities, information and performance indicators considered relevant for the financial year in question.
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REPORT AND
ACCOUNTS
2015
Sustainable Health Award
Clinical Research
Braga Hospital won the Sustainable Health, in the Hospital Care category.
The award, promoted by the Jornal de Negócios newspaper and Sanofi,
is aimed at distinguishing and awarding prizes to public or private healthcare entities, individuals or companies that have been noted for promoting
and implementing sustainable principles and actions with a tangible
impact on health. A criteria-based assessment was made of clinical
quality and health results, user experience, environmental responsibility,
economic and financial sustainability and technological innovation.
In 2015, an increase of over 50% was registered in the number of clinical
trials taking place at José de Mello Saúde units. At the end of the year,
over 33 clinical trials were pending approval.
Kaizen Institute Healthcare Excellence Award
The Kaizen Institute and the Portuguese Society for Quality in Healthcare
attributed the Healthcare Excellence award to the first stage of the
project for the medication logistics circuit, developed at José de Mello
Saúde pharmaceutical units. The aim of this project was to reorganise
pharmacies’ medication logistics circuit and involved over 50 employees
from Pharmacy Board teams, supported by the Finance, Logistics and IT
departments. The initiatives took place at the CUF Porto, Descobertas,
Infante Santo, Torres Vedras, Cascais and Vila Franca de Xira hospitals.
Number of Clinical Trials
2014
2015
9
6
3
1
CUF Porto/Instituto CUF Porto Hospital
6
9
Braga Hospital
17
37
5
9
Total
4062
21
REPORT AND
ACCOUNTS
2015
1.7. PROSPECTS FOR 2016
Although the Portuguese economy only showed prospects of moderate
growth in 2016 along with improvement in other indicators like the unemployment rate, a more favourable macroeconomic context is anticipated.
José de Mello Saúde will certainly play an active role in consolidating the
sector and already has a pipeline of opportunities to reinforce its
capacities in geographical areas where there are still a limited number of
facilities.
Even so, financial pressure felt in recent years on public and private
healthcare providers is expected to prevail. The decreasing influence of
health expenses on the GDP puts greater pressure on sources of healthcare financing. This pressure is also felt due to the growing demand for
capital. Continuous advances in medicine require a constant increase in
the capacity of healthcare providers to meet the population’s need,
modernisation of clinical equipment and higher investments in new drugs
and therapies.
In the public sector, these constraints lead to an increased demand for
operational efficiency and control. In 2016, both public-private partners of
José de Mello Saúde (Braga and Vila Franca de Xira Hospitals) will be
focused on introducing initiatives to optimise and monitor internal
processes and procedures in order to address this concern. Major focus
will be on admittance and clinical protocols.
In the private sector, this pressure will lead to the increased consolidation
of smaller healthcare providers and support from larger operators.
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REPORT AND
ACCOUNTS
2015
Reinforcement of José de Mello Saúde facilities also entails opening new
units and expanding those already existing. The following projects and
others will therefore be developed in 2016: (i) opening of a local clinic in
the Centre of Porto (which will operate in conjunction with the CUF Porto
Hospital); (ii) continuation of the project to expand the CUF Descobertas
Hospital, which will give this unit a higher inpatient and outpatient
capacity; (iii) first steps in the construction of the CUF Tejo Hospital,
designed as a national reference for complex neuroscience and cardiovascular diseases; (iv) opening of the CUF Viseu Hospital.
José de Mello Saúde believes that its clinical project and the experience it
offers its customers are two central elements of its value proposition.
In 2016, José de Mello Saúde will still be focused on guaranteeing that its
clinical activities comply with the highest quality standards and promote
areas of clinical specialisation in major units in order to obtain excellent
quality levels.
José de Mello Saúde’s full commitment to its customer led to the
implementation of a new challenge focused on active and multidisciplinary management of the patient’s health in a digital context. This led to
the creation of the New Customer Relationship Model Project in 2014 that
is aimed at increasing knowledge on customers and improving their
experience in different types of interactions with CUF units. The project
was implemented for the first time at CUF Torres Vedras Hospital,
obtaining a positive feedback from customers and employees, and will be
extended to other units.
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1.8.VISION, MISSION AND VALUES
of each individual
• Promoting a culture of accountability, demand, rigour and achievement
• Sharing knowledge and work as a team
The identity of José de Mello Saúde is characterised by its mission, its
values and the objectives it set out to achieve.
Excellence in service
• Development of clinical centres of excellence
• Management of the relationship with the customer
• Humanisation of care
• Constant improvement of service levels
Vision:
Be a leader in distinctive quality healthcare provision, based on an
integrated network of high performance units, both in private and public
sector, and to present options for growth in selected international
markets.
Misson:
Promote the health service provision with the highest levels of knowledge,
respecting the primacy of life and the environment through the
development of intellectual capital of organisations in a constant quest
for the best.
To achieve its mission, José de Mello Saúde develops its activity based on
three platforms of excellence:
Excellence in human talent
• Transmission and development of the Group’s values
• Evaluation and rewarding performance
• Attentive management and challenging the professional career
Excellence in operations and systems
• Permanent development of innovation capacity and planning
• Continuous improvement processes
• Systematic increase in productivity
• Strong investment in clinical and information technologies
• Strict control of costs
Values:
José de Mello Saúde employees have increased responsibilities in the
consolidation of the identity of José de Mello Saúde through the
statement and transmission of its values:
• Respect for the Dignity and Well-being of the Individual
• Human Development
• Competence
• Innovation
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1.9.ETHICS
Ethics is a distinctive value in the José de Mello’s genetic code and also in
José de Mello Saúde.
Respect for shareholders, employees, customers and partners, the
principles of good management and transparency are some of the aspects
that reflect our business ethics.
At José de Mello Saúde, as an entity providing healthcare, the ethical
issues are even more important, hence one of the values that guide its
activities is respect for the dignity and well-being of the individual.
This central concern with ethical issues motivated the creation of a code
of ethics that applies to all of José de Mello Saúde Units, and the creation
of the Ethics Council, an advisory body of José de Mello Saúde Executive
Committee, which is responsible for, among other things, examining, on an
ethical level, the issues raised by scientific progress, social development
and legislative activity in the fields of biology, medicine or health in
general.
Together with the Ethics Council, the larger health units have their own
Ethics Committee, under the law. This Committee is composed of internal
elements, along with external personalities who have a profound
knowledge on ethical issues.
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2. DEVELOPMENT AXES
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2015
2.1. CLINICAL EXCELLENCE
The strategic priority of José de Mello Saúde is clinical quality and patient
safety. It therefore establishes a firm and obvious commitment to top
management, reinforcing the desired differentiating and patient-centred
value proposition.
Thus, in 2015, José de Mello Saúde:
Created a set of across-the-board measures, extending to the Medical Council, aimed at standardising clinical practices and protocols and reinforcing the single operator model;
It consolidated the organisation of meetings on clinical morbidity and mortality;
It adapted the infection control structure to the law in force by
establishing local coordination groups for the Programme on Prevention of Infection and Anti-Microbial Resistance in all its units;
It developed a disease dashboard operating on the HEPIC platfrom;
It determined the anti-microbial sensitivity profile to increase
development of the Anti-Microbial Prescription Support Programme;
It consolidated participation in the External Benchmarking Programme – Iametrics, showing results at the time that were below those expected after risk adjustment ;
It increased participation of its units in the National Health Evaluation System Programme (SINAS), sponsored by the Health Regulation Authority;
It published the document, 2014 Clinical Quality Report, as renewed proof of the transparency assumed in this area.
National Health Evaluation System (SINAS)
The publication in January 2016 of the National Health Evaluation System
(SINAS) showed that José de Mello Saúde achieved recognition in 2014
for completion of all required quality parameters, in all its units and in all
aspects under evaluation: clinical excellence, patient safety, facilities and
comfort, focusing on the user and user satisfaction.
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2015
All Hospital Units of José de Mello Saúde
have five stars on evaluation level 1
Clinical
Excellence
Patient Safety
Facilities
Comfort
Client
Satisfaction Client
Focus
HCD
HCIS
In the areas of clinical excellence, José de Mello Saúde units also
distinguished themselves by the 3+ classification, particularly in Acute
Myocardial Infarction (Braga Hospital) and Stroke (Braga Hospital),
as well as Surgery and Outpatient Surgery (CUF Cascais Hospital),
Gynaecology (CUF Infante Santo and Vila Franca de Xira Hospitals) and
Orthopaedics (Braga and Vila Franca de Xira Hospitals). In specific areas,
particular reference should be made to Intensive Care and Obstetrics
units (Braga and Vila Franca de Xira Hospitals), which also obtained the
highest classification.
Global clinical quality results obtained by units of José de Mello Saúde in
2015 were very positive in terms of average waiting, mortality and
risk-adjusted readmission indices, both in absolute values and in
comparison with their benchmark.
HCP
HCC
HCTV
IMAR - Mortality Index Adjusted by Risk
1.04
0.95
0.82
0.66
0.12
0.14
0.3
0.47
0.51
0.66
0.72
0.81
HVFX
0.62
0.62
HB
Provider meets all the required quality parameters
HCD - CUF Descobertas Hospital | HCIS - CUF Infanto Santo Hospital | HCP - Cuf Porto Hospital | HB - Braga Hospital
HVFX - Vila Franca de Xira Hospital | HC - CUF Cascais Hospital | HCTV - CUF Torres Vedras Hospital
HCD
Acum. 2015
Acum. 2014
HCIS
HCP
HCC
HCTV HB
HVFX
Risk Adjusted: Adjusted calculation of the prabability of occurence of a particular event based on
patient characteristics, type of admission, pathology and health unit.
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Patient Safety
Braga Hospital retained global accreditation through the CHKS model and
certified healthcare support services through ISO 9001:2008.
In 2015, José de Mello Saúde increased its priorities with regard to
development and commitment to patient safety through different actions,
including:
total involvement in top management in terms of eliminating or
mitigating major risks in the area of customer healthcare, practice of professionals and the hospital environment;
Consolidation of management and analysis of near misses and adverse events;
Launching of the fall prevention campaign:
• Implementation of the Humpty Dumpty scale for assessing paediatric falls;
• Integration of auxiliary fall prevention devices,
• Increased training of healthcare professionals,
• Involvement and information for customers and families.
Quality Management
In 2015, José de Mello Saúde continued to focus on external recognition of
its units’ quality management systems.
Therefore, certifications, in accordance with ISO 9001:2008, continued
in CUF units for CUF Infante Santo Hospital, CUF Descobertas Hospital,
CUF Torres Vedras Hospital, CUF Mafra Clinic, CUF Cascais Hospital, CUF
S. Domingos de Rana Clinic, CUF Porto Hospital and CUF Porto Diagnosis
and Treatment Institute.
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2015
Braga Hospital added the OHSAS 18001 certification as well as environmental certification ISO 14001 to these goals.
Vila Franca Hospital retained the certification of its quality management
system in healthcare support and expanded the scope of its certification
to some of its clinical services through ISO 9001:2008. This unit’s environmental management system also retained the certification awarded for
evidence of compliance with ISO 14001.
In the hospital accreditation plan, the Joint Commission International
revalidated the accreditation obtained by Vila Franca de Xira Hospital the
previous year, after an annual visit by this entity to the hospital.
2.2.CUSTOMER EXPERIENCE
In addition to several gradual improvements to customer experience along
the value chain, a pilot project for a new administrative customer
relationship model was started.
The pilot project clearly benefitted customers and employees through
improved administrative customer relationship indicators among others:
reduced waiting and support times and less visits to the Reception.
Given the benefits already achieved, the aim is to extend this model to
other units in 2016 in order to improve the experience of all customers,
enabling units to know and support them better and offer more efficient
care management.
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2015
On a par with the review of the administrative care model, the aim of the
units is to implement a new customer experience management model that
focuses on continuous improvement of their experience through real time
monitoring of process indicators and customer satisfaction.
2.3.HUMAN TALENT
Similar to previous years and accompanied by the growth of José de Mello
Saúde in its sector of activity in Portugal, a considerable increase in the
number of employees was registered in 2015. This was due to the organic
growth of both public-private hospitals in Braga and Vila Franca de Xira
and to the expansion of José de Mello Saúde facilities in the country.
In late 2015, over 7700 employees worked for José de Mello Saúde.
Evolution of the number of employees
6,655
5,542
7,138
7,761
5,874
4,697
2010
2011
2012
2013
2014
2015
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2015
Overall characterisation of employees
from José de Mello Saúde
Seniority
Education
27%
Gender
22%
20%
58%
17%
29%
41%
15%
Up to 2 years
From 2 to 4 years
From 4 to 6 years
More than 6 years
78%
Primary Education
Secondary/Professional Education
Higher Education
Male
Female
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2015
35
34.5
34.4
Senior Health Tech.
Senior Technicians
General Services
Decision-Making Bodies
Doctors
Diag. Therap. Tech.
43.4
52.2
43.6
Culture and Values of José de Mello Saúde
29.3
PRHOs
35.8
42.3
Managers
Nurses
40.9
Auxiliary Staff
Administrative Staff
36.9
Average age per professional group
José de Mello Saúde believes that its employees are crucial for achieving
its objectives and that good talent management strongly contributes to a
sustainable future.
Strengthening culture, by sharing the same values and principles leading
to across-the-board action principles is one of the pillars of Human
Resources policies at José de Mello Saúde.
Right from the moment employees start working at José de Mello Saúde,
they are all told about its history and identity. This is to encourage and
promote the culture and values of José de Mello Saúde through
performance of regular activities, new employee integration programmes,
staff meetings and other activities.
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REPORT AND
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2015
mentioning “Program + Talent”, which aims to attract young people with
high development potential, who come from recognised management
schools.
The investment in talent is made across the board, taking into account the
organisation’s critical functions along with its challenges and strategic
objectives.
Training
Talent Management
To attract and retain talent in an integrated manner is another pillar of the
José de Mello Saúde human resource policy, which is developed through
a systematic process of identifying, evaluating, developing and retaining
employees who have the potential for growth and who are committed to
our mission and values.
Since 2009, José de Mello Saúde has been investing heavily in talent
management and personnel development programmes.
As an example of the policy of identifying attracting talent, it is worth
José de Mello Saúde is strongly committed to promoting training and
development for its employees.
The CUF Academy is a business unit of the Group that intends to rise to
this challenge by encouraging training and scientific research for all private units in public-private partnership with José de Mello Saúde and other
external entities contacting the latter with a view to developing skills
through qualified training in the area of healthcare.
The mission of the CUF Academy is to ensure the development and improvement of skills of healthcare professionals through training programmes
based on the best and most advanced practices, in order to promote
research and excellent professional practice.
In 2015, José de Mello Saúde reaffirmed its focus on training by promoting
constant renewal and innovation of healthcare professionals and the
medical and scientific community. Focus on this area has therefore been
one of the CUF Academy’s major concerns. In 2015, it accounted for
almost 125,000 hours of training, which corresponds to an increase of
approximately 40% in comparison with the previous year.
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REPORT AND
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2015
Performance Evaluation
Apprenticeships
To manage performance, encouraging and rewarding behaviour that lead
to the implementation of the organisation’s challenging objectives in line
with its strategy, is another pillar of the José de Mello Saúde Human
Resources policy.
With the growth that has occurred in recent years and with clear focus on
people, José de Mello Saúde focused on the improvement of human
resources performance management policies. It is worth highlighting the
review of the performance evaluation model and remuneration policy
in line with the organisation’s policies as well as implementation of new
evaluation support systems.
José de Mello Saúde considers strategies for developing healthcare,
investment in teaching and cooperation with university institutions and
focuses on pre-graduate training. In 2015, it receives over 4,000 trainees
in a wide variety of training programmes. These included medicine and
nursing, which registered 40% and 31%, respectively.
Recruitment
As a result of the growth of José de Mello Saúde, more than 2000 new
employees were recruited for different health units in 2015. These values
reflect not only the strengthening of existing teams (mainly in two hospitals under the public-private partnership scheme), but also the opening of
the Hospital Privado de Santarém, after focusing on facilitating access by
the population to a different type of healthcare service.
35
REPORT AND
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2015
Students and Trainees
Interns
1,6661
188
79
9
236
1,275
9
605
264
141
Operational Assistants and Medical Auxiliaries
Tech. Assistants/ADM
Nurses
Diagn. Therap. Tech.
Senior Health Tech.
M.D.
Other Apprenticeships
Medical Students1
1
Specialty
First year
Medical students training at units of José de Mello Saúde
36
REPORT AND
ACCOUNTS
2015
2.4.FINANCIAL SUSTAINABILITY
José de Mello Saúde defined development of a financial sustainability
policy and a solid capital structure in line with its growth strategy as one
of its strategic goals. This policy has undergone active management of its
debt profile in recent years in terms of diversification of its sources of
finance and extension of maturity periods of same.
As a result of this policy and its solid financial position, José de Mello
Saúde has been able to access different financing sources after significantly altering its debt profile over the past two years and terminating
2015 with only 10% of its debt in traditional bank loans.
In fact, during this period, José de Mello Saúde sought new sources of
financing, namely two bond issues in June 2014 and May 2015 of 50 million
euros each, which allowed it to benefit from the general improvement in
financial market conditions in recent years.
The May bond issue was actually part of the refinancing of the amount
owed by José de Mello Saúde, which also led to a reduction of the
average spread and an increase in its debt maturity. It also led to an
increase in market exposure, contrary to traditional banking methods.
37
REPORT AND
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2015
Financial Debt Profile of José de Mello Saúde
2014
2015
7.6%
10.3%
26.2%
10.0%
2.6%
47.3%
22.1%
3.6%
32.6%
37.9%
Bonds
ST
MLT
Other
Finance Leasings
Bonds
ST
MLT
Other
Finance Leasings
38
REPORT AND
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2015
Despite the increase registered in 2015 in José de Mello Saúde’s net debt,
which is entirely justified by the decrease in cash due to the investment
policy implemented (acquisition of the Hospital Privado de Santarém and
land for the new CUF Tejo Hospital as well as for the expansion of the CUF
Descobertas Hospital), the gross debt decreased by 10.1 million euros in
comparison with 2014.
José de Mello Saúde has also been able to reduce its short-term financial
debt, through increasing the average maturity of its debt to 3.8 years
until the end of 2015 (2.8 years in 2014) and reducing the average spread
to 3.46% (4.20% in 2014).
Key debt indicators of José de Mello Saúde
(Million Euros) Dec - 2014
Dec - 2015
Gross Debt
222.2
212.1
Net Debt
102.0
128.6
Net Debt/EBITDA 1.8
2.0
Maturity of Debt (years)1
2.83.8
Average Spread
1
4.20%
3.46%
Excluding leasing
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2015
2.5.INNOVATION
In 2015, José de Mello Saúde continued to focus on innovation, in line with
strategic values and priorities. It continues to focus on building an
internal culture that is more aware and focused on innovation and
working towards constant improvement of customer experience and
operational efficiency.
40
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2015
3. BUSINESS AREA ACTIVITY
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2015
CUF
In 2015, CUF units showed growth in all areas of healthcare. In the whole
year, over 1.4 million consultations were registered (+12% than in the same
period of the previous year), 45,000 patients underwent surgery (+9% than
in the same period of the previous year) and approximately 37,000
patients discharged (+ 3.9% than in the same period of the previous year).
Due to the CUF network growth strategy, Miraflores CUF clinic opened,
offering a wide range of outpatient healthcare services. This clinic has an
area of around 1280 square metres, with nine consultation rooms and two
examination rooms.
In 2015, the Hospital Privado de Santarém was also purchased and
integrated in the José de Mello Saúde management structure and its name
was changed to CUF Santarém Hospital.
CUF Santarém Hospital is located in an area with excellent access and focuses on supplying healthcare services to all counties in the district
of Santarém in an inpatient and outpatient regime on a permanent basis.
With almost 5,700 square metres, it offers 24 beds for admittance, three
operating theatres and 14 consultation and examination rooms.
42
REPORT AND
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2015
Public-private Partnerships
Hospitals managed under a public-private partnership regime also
registered positive performance in all areas of healthcare. In 2015, over
571,000 consultations were made (+6% than in 2014), over 38,000
patients underwent surgery (+3% than in the same period of the previous
year), around 299,000 emergencies (+3% than in 2014) and over 4,400
births (+9% than in the same period of the previous year).
In Braga, the year was marked by external recognition of the high
standards that distinguish the Institution, namely renewal of global
accreditation of Braga Hospital and the ISO 9001:2008 certification for
pathological anatomy, clinical pathology, imaging, imuno-haemotherapy, pharmacy, sterilisation by the Accreditation Authority CHKS – Caspe
Healthcare Knowledge System.
In terms of recognition, some distinctions that reflect the huge
commitment, effort and quality of the hospital’s healthcare professionals.
In the IASIST multi-national study Top 5 – Excellence Hospitals, which
divides the units into five groups, according to their dimensions, and which
analyses several quality, relevance and efficiency indicators, Braga Hospital was elected winner in the medium/large hospital category.
Braga Hospital was also awarded 1st Prize in Sustainable Health in the
Hospital Care category. This prize is aimed at divulging and encouraging
good health sustainability practices in Portugal.
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2015
2015 was also marked by the award from the Health Regulation Authority
(ERS) and was the only hospital in the country to be distinguished by the
National Health Evaluation System (SINAS) with the highest classification
in seven clinical areas.
It obtained level III in clinical excellence, the highest level of the system, in
the following clinical areas: Neurology, Surgery, General Surgery,
Cardiology, Orthopaedics (surgical correction of the femur), Obstetrics
and Intensive Care. Braga Hospital retained its position in the core of the
National Health Service (NHS), in terms of activity, already representing
an important part of it and making a decisive contribution to the increased response from the NHS. Around 4% of total NHS surgery and approximately 5% of outpatient surgery are performed at this institution. It
represents around 3.5% in terms of inpatient and outpatient services.
It is also important to mention the increase in quality of the services
supplied by the Vila Franca de Xira Hospital in 2015. The hospital also
retained its accreditation from the Joint Commission International and in
the National Health Evaluation System and it obtained the highest classification of clinical excellence (3+) in the categories of Outpatients, Gynaecology, Orthopaedics (hip and knee replacement) and Intensive Care Unit.
In the study promoted by IASIST Portugal Top 5 – 2015 Excellence
Hospitals, the hospital obtained the second national position in its reference group.
Vila Franca de Xira is still the hospital in the Lisbon area with the shortest
waiting list for surgery (82 days), according to data from the SIGLIC
referring to December 2015.
Also worthy of mention are the solidarity scholarships awarded by the
Social Responsibility Fund, which supported projects in the area of
deficiency/incapacity in 2015.
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2015
4. RISK MANAGEMENT
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2015
José de Mello Saúde’s Risk Management Policy aims to ensure proper
identification of the risks associated with the business developed as well
as adopting and implementing the necessary measures to minimise the
negative impacts that adverse developments of the factors underlying
these risks may have on the financial structure of the company and its
sustainability.
As part of the risk management process, we then identified what we
consider materially most relevant:
Financial Risks
The main financial risks identified are liquidity risks, the risk of financing,
and exposure to changes in interest rates.
Management of liquidity risk demands continuous monitoring of the
estimates in order to ensure compliance with all José de Mello Saúde’s
liabilities to the entities with which it is related in its activity. Through
active management of the business plan and comprehensive mapping of
needs or future cash surpluses, it seeks even to reduce the risk of financing by having a permanent relationship with financial partners.
Interest rate risk management aims to minimise exposure to changes in
interest rates and their impact on the Financial Statements within the
established limits. Through control policy adopted, it seeks to select suitable strategies for each business area in order to ensure that this risk
factor does not adversely affect the operational capacity. On the other
hand, exposure to interest rate risk is even monitored through the simulation of adverse scenarios, but with some degree of probability, that could
adversely affect the results obtained by José de Mello Saúde.
In 2014, the JMS Group had almost all its financing indexed at variable
rates. Plain vanilla swaps were contracted in May, June and July 2015 to
reduce the risk of exposure to interest rate variations, which cover 100%
of the debenture loans emitted in June 2014 and May 2015 (100 million
euros in all). Swaps contracted respect the characteristics of the
aforementioned loans emitted so that they may be considered hedge
products (same indexer, same interest period and payment deadlines).
On the interest payment date, José de Mello Saúde receives interest
indexed to Euribor six months for 100% of the debenture capital and pays
interest at a fixed rate on the same amount.
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REPORT AND
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2015
1. Healthcare provision
Healthcare provision, according to best practices, technological excellence, and the latest and proven scientific progress in the prevention,
diagnosis and clinical treatment of disease, sustained by obtaining clinical
results that are periodically monitored and reassessed against the objectives and established goals.
A model of healthcare provision based on the continuous search for
solutions to meet our customers’ needs.
Operational Risk
José de Mello Saúde, as market leader in healthcare provision, is committed to the guiding principles of sustainable development.
Respect for these principles is reflected in the imperative that we
ensure, at all times, the creation of value and, therefore, the satisfaction of
our customers, employees, shareholders and the third parties with whom
José de Mello Saúde collaborates in the exercise of their activity.
In this context, José de Mello Saúde develops an Integrated Management
Model across all the units based on seven pillars:
2. Patient Safety
The maintenance of a transversal program for clinical and non-clinical risk
management, which establishes and prioritises actions to identify
potential risks and prevent their occurrence, is strengthened by the
implementation of the recommendations of good practice in order to
eliminate unnecessary damage arising from healthcare provision.
3. Security of Information
The protection of information, supporting the efficient service provided to
its customers, based on integrity, availability of information systems and
infrastructure and data confidentiality.
4. Environmental efficiency
The identification of environmental aspects arising from the healthcare
provision enables impacts to be evaluated and actions to be prioritised
with a view to minimising and controlling them.
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REPORT AND
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The promotion of sustainable use of natural resources including energy
and water, pollution prevention and reduction, reuse and recycling
of waste generated.
5. Health and safety at work
Identification of hazards to which professionals are exposed under health
hand safety at work, with a view to risk assessment and prioritisation of
actions, ensuring that they are minimised and controlled.
Prevention of occurrence of injuries, incidents, accidents and occupational
diseases.
6. Legal requirements
Compliance with applicable legal requirements and other requirements
that are endorsed.
7. Continuous improvement
The establishment of a culture of continuous improvement that consolidates the management of processes and promotes the efficiency of the
integrated management model.
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REPORT AND
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2015
5. ECONOMIC-FINANCIAL ANALYSIS
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2015
5.1.MACROECONOMIC AND SECTOR
FRAMEWORK
I – Macroeconomic framework
In 2015, recovery of economic activity in the Euro zone continued to be
gradually consolidated and is increasingly supported by internal demand.
The Euro Zone registered gradual improvement of macroeconomic indicators and an increase of 1.5% is expected in the GDP as well as variations of
1.6% in public consumption and 1.7% in private consumption.
According to estimates of Central European Banks, the real GDP of the
Euro Zone should maintain a positive trend, whereby a 1.7% increase is
anticipated in 2016, and 1.9% in 2017. However, the unemployment rate
should remain high and it will still take some time before returning to
pre-crisis levels.1
Still in the Euro zone, year-on-year inflation is expected to be around 0.1%
in 2015, 1.0% in 2016, and 1.6% in 2017.2
In Portugal, economic activity once again showed signs of recovery in
2015. In the first semester, the GDP showed an increase of 1.6% in
comparison with the same period of the previous year (vs. 0.9% in 2014)
followed by a decrease during the third quarter and subsequent recovery
in the fourth quarter. 3,4
Improvement of the labour market situation, the drop in fuel prices and
decrease in interest rates contributed to the recent development of consumer expectations and private consumption.3
The year 2015 is expected to have terminated with an increase in the GDP
of around 1.7%.2
Economic activity in Portugal should continue to show a moderate increase in 2016 with average growth rates close to those forecast for the Euro
zone.2
In regards to unemployment, 2015 is expected to have terminated with
a decrease of 1.5%, standing at 12.6%. A decrease of 0.9% is expected for
2016, ending the year with an unemployment rate of around 11.7%.5 1
Central European Bank Eurosystem (2015.12). Economic Bulletin December 2015
2
European Commission (2015.12). Autumn 2015 Forecast:
http://ec.europa.eu/economy_finance/eu/forecasts/2015_autumn_forecast_en.htm
3
Bank of Portugal Eurosystem (2015.12). Economic Bulletin December 2015
4
Bank of Portugal Eurosystem (2015.12). Statistics Bulletin (p21)
5
European Commission (2015.12). Autumn 2015 Forecast:
http://ec.europa.eu/economy_finance/eu/forecasts/2015_autumn_forecast_en.htmhttp://ec.
europa.eu/economy_finance/eu/forecasts/2015_autumn_forecast_en.htm#
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REPORT AND
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II – Health sector framework
Economic framework
Since 2009, current expenditure on healthcare has registered a decrease in the GDP and 2013 and 2014 represented 9.1%, which was identical to
the pre-crisis period (before 2009). According to the latest figures from the
INE, in 2014, a 1.3% increase in current expenditure on healthcare was registered. This increase represents a reversal in the tendency of the
previous year, where a 1.6% decrease in current expenditure on health was
registered, which should have prevailed in 2015.
With regard to healthcare provision, between 2013 and 2014 a general
increase in expenditure relating to public care units was registered
(0.7% vs. -0.3% in the same period).
The private sector is expected to have increased by 2.5% from 2013 to
2014, after a sharp decrease of 4.1% in the same period.
The Portuguese Insurance Association (APS) forecasts premiums of 618.7
million euros in sickness and 555.5 million euros in occupational accidents, which represents an increase of 6.7% and 7.7% in comparison with the
same period, respectively, taking into account carried amounts in December.
In comparison with the same period, the sickness insurance accident rate
registered a slight decrease (of 0.6 p.p.) standing at 74.4% in December
2015. Occupational accidents registered a decrease of 4.5% in the accident rate, currently standing at 99.6%.
With regard to the main public health subsystem (ADSE) and based on the
latest report referring to 2014, a decrease has been registered in
Government expenditure (13.1% between 2013 and 2014) and in the number
of beneficiaries (-1.2%, or rather -15,460 beneficiaries).
According to the report issued by the Director-General for Health (DGS) in
July 2015, 85% of illnesses in Portugal are chronic.6
The most frequent illnesses registered in Portuguese people are cardiovascular (18%), neoplasia (17%), musculoskeletal disorders (15%) and mental
illnesses and behavioural problems (10%).7
6
Health of the Portuguese People – 2015 Perspective. Directorate-General for Health.
7
Central European Bank Eurosystem (2015.12). Economic Bulletin December 2015
51
REPORT AND
ACCOUNTS
2015
5.2. ECONOMIC-FINANCIAL ANALYSIS
Care indicators of José de Mello Saúde
(thousands)
2014
2015
Variation%
Consultations
1,827.8
2,022.7
10.7%
Emergencies
545.2
562.6
3.2%
Surgical Patients
77.9
82.9
6.4%
Discharges/Outflow of Patients
73.5
76.9
4.6%
Days of Hospitalisation
429.9
451.9
5.1%
Births
7.2
7.5
(1) Does not include Patients discharged from UCIPs (Intensive Care Units)
(2) Does not include CUF Santarém Hospital
5.0%
In 2015, José de Mello Saúde maintained a sustained increase in healthcare activities in different fields of action.
In 2015, without considering CUF Santarém Hospital (purchase in mid2015), approximately two million consultations were made (increase of 11%
in comparison with 2014), around 83 thousand patients underwent surgery (+6% than the same period of the previous year) and approximately
77 thousand patients were discharged (+5% than the same period of the
previous year). It is important to mention the 7,5 thousand births at José
de Mello Saúde units, which corresponds to an increase of 5% in comparison with 2014.
CUF
In 2015, CUF units showed increases in all areas of healthcare. In the whole year, over 1.4 million consultations were registered (+12% than in the
same period of the previous year), 45 thousand patients underwent surgery (+9% than in the same period of the previous year) and approximately
37 thousand patients discharged (+ 3.9% than in the same period of the
previous year).
Public-private Partnerships
With regard to public-private partnerships (PPP), both are worthy of mention for their outstanding achievements.
Emphasis is given to Vila Franca de Xira Hospital where there were more
than 184 births compared to the previous year (+ 13%), an increase in the
number of patients who underwent surgery (+ 14%) and consultations (+ 16%).
In 2015, Braga Hospital also showed increases in its activity, particularly in the number of births (more 180 in comparison with the previous year,
which represents an increase of 7%. Consultations and discharged patients also registered an increase (+3% and +5%, respectively).
52
REPORT AND
ACCOUNTS
2015
Income and other consolidated comprehensive
income statement
(Milhões de Euros)
2014
2015
Var.
Var. %
OPERATING INCOME
514,4
560,2
45,8
8,9%
Operating costs
EBITDAR
(457.5)
72,3
(496,7)
74,6
(39.1)
2,3
-8.6%
3,2%
Margin EBITDAR
EBITDA
14,0%
56,9
13,3%
63,5
-0,7%
6,6
-5,2%
11,7%
Margin EBITDA
Depreciation and provisions
EBIT
11,1%
(22,1)
34,8
11,3%
(21,3)
42,2
0,3%
0,8
7,4
2,5%
3,5%
21,3%
Margin EBIT
Financial Results
EBT
Taxes
6,8%
(8,6)
26,1
7,5%
(10,4)
31,7
0,8%
(1,8)
5,6
11,4%
-20,8%
21,5%
(9,0)
(9,5)
(0,5)
-6,1%
Net income
17,2
22,2
5,1
29,5%
Net profit for the year of discontinued
(0,4)
-
-
-
0,5
0,3
(0,2)
-37,2%
16,3
21,9
5,6
34,5%
13,5
29,8
3,9
25,7
(9,7)
(4,1)
-71,5%
-13,7%
operations
Net profit attributable to non-controlling
interests
Net profit attributable to JMS shareholders
Other Items of Comprehensive Income
Consolidated Comprehensive Income
This sustained and general growth of healthcare activity in the different
areas of José de Mello Saúde enabled it to achieve 560 million euros in
operational income in 2015, which represented an increase of 8.9% in
comparison with 2014.
EBITDA registered an increase of 11.7% in comparison with the previous
year, reaching 63.5 million euros and a margin of 11.3%, shown by the
general increase in operational activity, operational efficiency gains and
relative reduction of operating costs.
Net income attributable to José de Mello Saúde shareholders totalled 21.9
million euros, driven by the very positive performance of EBITDA and by a
reversal of provisions of 1.5 million euros established under the new CUF
Tejo Hospital project.
In 2015, other comprehensive income items were recorded, totalling
3.9 million euros, which were a result of the positive effect of the higher
revaluation of property used by the CUF Infante Santo and Descobertas
Hospitals for healthcare services and of the negative mark to market
effect of contracted swaps. Consequently, consolidated comprehensive
income amounted to 25.7 million euros, which further strengthened José
de Mello Saúde’s equity.
53
REPORT AND
ACCOUNTS
2015
Consolidated statement of financial position
(Million Euros)
Non-current Assets
Working Capital
Shareholder Capital
Net Debt
Net Debt / EBITDA
Operating Income by Segment
Dec-14
Dec-15
204.0
(45.2)
53.1
102.0
1.8
226.5
(16.6)
77.6
128.6
2.0
José de Mello Saúde consolidated CAPEX was 40.1 million euros and was
divided between property investment (23.4 million euros) and investment
in construction and equipment (16.7 million euros). The value of property
investment resulted from land acquisition for the new CUF Tejo Hospital
and expansion of CUF Descobertas Hospital.
Consolidated net debt increased by 26.6 million euros compared to 2014,
standing at 128.6 million euros, which was entirely due to the decrease in
cash to meet investments made by José de Mello
Saúde (acquisition of Hospital Privado de Santarém, land for CUF Tejo Hospital construction and CUF Descobertas Hospital expansion), as the gross
debt decreased by 10.1 million euros in comparison with 2014.
(Million Euros)
Consolidated Operating Income
Private Healthcare
Public Healthcare
Holdings and common services
Other Activities
Disposals
2014
2015
Var %
514.4
316.6
206.6
56.9
5.2
(70.9)
560.2
352.3
215.6
67.6
8.0
(83.4)
8.9%
11.3%
4.3%
18.9%
52.9%
-17.6%
Operating income for the private healthcare segment totalled 352.3 million
euros at the end of 2015, 11.3% greater than in the same period of the previous year, representing 62.9% of the total income. This growth was driven
by a general increase in the various healthcare areas; in particular 12%,
9% and 4% growth recorded in consultations, surgeries and discharged
patients, respectively, in comparison with the same period of the previous
year.
For the public healthcare segment, operating income increased 4.3% in
comparison with the same period of the previous year, reaching 215.6
million euros, which represented around 38.5% of income at the end
of 2015. The positive performance is noteworthy when compared to the
previous year for activity across all healthcare areas in both units.
54
REPORT AND
ACCOUNTS
2015
Results per segment
EBIT
Private Healthcare
Public Healthcare
Holdings and common services
Other Activities
Financial results
2014
Million €
34.8
39.9
3.0
(7.4)
(0.8)
Margin
2015
Million €
Margin
6.8%
12.6%
1.4%
-13.0%
-14.4%
42.2
39.7
4.9
(4.8)
2.4
7.5%
11.3%
2.3%
-7.1%
30.5%
Var %
21.3%
-0.6%
62.3%
35.2%
424.6%
In the private segment, despite the significant increase in operating income in 2015, the EBIT decreased by 0.6% and its margin from 12.6% to 11.3%
in comparison with the same period of the previous year.
In the public sector, on the other hand, the continued focus on cost
containment and maximisation of the installed capacity was remarkable.
Which is reflected on EBIT margin improvement, from 1.4% to 2.3% in comparison with 2014, to 4.9 million euros.
(Million Euros)
2014
2015
Var %
Consolidated Financial Results
Financial income
Income/costs for Financial Assets
Financial Costs
(8.6)
1.7
0.3
(10.6)
(10.4)
1.0
0.2
(11.7)
-20.8%
-39.5%
-24.3%
-10.1%
The consolidated financial results decreased by 1.8 million euros in
comparison with 2014, which is justified by the increase in financial costs
at the same time as a decrease in financial income due to the reduction in
rates in the various applications of José de Mello Saúde. The increase in
financial costs is due to the impact recorded in 2015 of costs relating to
the lease of the CUF Descobertas and Infante Santo Hospitals contracted
at the end of 2014.
Net income
Good operational performance allowed to end 2015 with a consolidated net
profit of 21.9 million euros, representing an increase of 34% over the same
period in the previous year.
Despite the units’ excellent operational performance, it should be noted that
the net income for the year is influenced by non-recurring effects, with emphasis on extraordinary costs incurred from the reorganisation of
human resources taking place during the year (1.2 million euros) and
55
REPORT AND
ACCOUNTS
2015
extraordinary income (1.3 million euros) associated with turnover adjustments referring to 2014 at Braga Hospital. There was also a reversal of
provisions (1.5 million euros) established for the new CUF Tejo Hospital
project.
Working capital evolved from 45.2 million to 16.6 million euros, explained
by the increase in customer balances. The average receivables period
increased 6.0 days compared to 2014. It should also be noted that the
average payment period increased by 10.7 days, influenced by the
increase of 11.2 million euros in the supplier balance in comparison with
2014.
Equity recorded positive year-on-year growth of 24.5 million euros due to
results for the year and comprehensive income.
Financial position
(Million Euros)
2014
2015
Tangible fixed assets
Intangible assets and goodwill
Other
Non-current assets/liabilities
held for sale
Non-current Assets
Inventories
Costumers and other debtors
Suppliers and other creditors
State and extras
Provisions
Other
Working Capital
Non-current Assets
+ Working Capital
129.5
45.8
15.0
167.0
44.3
15.1
13.8
0.1
204.0
7.2
80.8
(83.3)
(23.7)
(12.8)
(13.5)
(45.2)
226.5
8.9
98.3
(93.4)
(15.6)
(13.0)
(1.8)
(16.6)
158.8
209.9
Capital and services Subsidiary
Reserves and results
Minority interests
Equity
Non-current bank loans
Current bank-loans
Non-current finance leases
Current finance leases
Cash and cash equivalents
Net debt
Equity + Net Debt
2014
2015
67.4
(14.2)
3.6
67.4
10.2
3.7
56.7
105.6
33.3
70.9
12.4
(120.2)
81.3
115.0
27.7
58.9
10.5
(83.5)
102.0
128.6
158.8
209.9
Main financial ratios
The positive performance of José de Mello Saúde in 2015 in financial terms
had a positive impact on some of its economic and financial ratios.
Financial autonomy benefitted from the increase recorded in consolidated
equity, reaching 17.0% in 2015 (12.4% in 2014). Despite the increase in the
net financial debt, the debt-to-equity ratio decreased 4.6% compared to
2014, which was also due to the increase in equity.
On the other hand, despite the positive performance of EBITDA, the
increase in net debt had a negative impact on the financial leverage ratio
(net debt/EBITDA), which increased to 2.0x in 2015 (1.8 x in 2014).
56
REPORT AND
ACCOUNTS
2015
1
Return on Equity (ROE)%
2
Financial Autonomy
Net Financial Debt. million euros
Net Financial Debt/EBITDA
3
D/D+E Ratio
EBITDA/Financial Expenses
1 ROE
2014
2015
Var %
56.4%
12.4%
102.0
1.8
64.3%
5.4
38.6%
17.0%
128.6
2.0
61.3%
5.4
-31.6%
37.2%
26.1%
12.9%
-4.6%
1.5%
(n) = Net income (n) / Equity (n-1)
2 Financial
3 D/D+E
Autonomy = Equity (n) / Assets (n)
Ratio = Net Financial Debt / (Net Financial Debt + Equity)
57
REPORT AND
ACCOUNTS
2015
6. PROPOSED APPROPRIATION OF NET PROFITS
REPORT AND
ACCOUNTS
2015
The Board of Directors proposes that the net profit of the individual
accounts of José de Mello Saúde SA for 2015 in the amount of 18,519,167.19
euros be appropriated as follows:
Legal Reserve 925,958.36 euros
Earnings 17,593,208.83 euros
Board of Directors
Lisbon, 18 March 2016
59
REPORT AND
ACCOUNTS
2015
___________________________________________________________
___________________________________________________________
___________________________________________________________
___________________________________________________________
___________________________________________________________
___________________________________________________________
José Carlos Lopes Martins
___________________________________________________________
___________________________________________________________
___________________________________________________________
___________________________________________________________
___________________________________________________________
___________________________________________________________
60
REPORT AND
ACCOUNTS
2015
7. INDIVIDUAL FINANCIAL INFORMATION
REPORT AND
ACCOUNTS
2015
STATEMENT OF FINANCIAL POSITION
7.1. INDIVIDUAL
FINANCIAL
STATEMENTS
on 31 December 2015
(Amounts in euros)
Notes
Assets
Non-Current Assets
Tangible Fixed Assets
Intangible Assets
Investments in Subsidiary
Shareholders
Diferred Tax Assets
Current Assets
Clients
State and Other Public Entities
Shareholders
Other Accounts Receivable
Other Financial Assets
Cash and Cash Equivalents
Total Assets
6
7
8
12
8
9
8
8
3
3
31-12-15
31-12-14
01-01-14
Restated
Restated
3,504,983
5,132,624
86,342,762
58,790,000
898,229
151,163,615
74,300,139
10,000,000
574,604
88,379,726
1,084,744
1,090
75,729,473
5,000,000
3,700,311
86,235,619
2,098,159
6,644,265
30,049,707
4,244,443
10,273,137
17,556,311
70,866,023
222,029,638
3,306,122
7,169,441
11,012,221
907,773
10,404,062
42,380,062
75,179,682
163,559,407
812,897
6,595,826
11,433,438
404,432
423,475
255,926
19,925,995
106,161,613
62
REPORT AND
ACCOUNTS
2015
STATEMENT OF FINANCIAL POSITION
(Amounts in euros)
Notes
Equity and Liabilities
Equity
Equity
Other Instruments of Equity
Legal Reserves
Other Reserves
Retained Earnings
Financial Assets Adjustment
Net Results
Total Equity
Liability
Non-Current Liability
Provisions
Obtained Financing
Other Financing Liabilities
Current Liabilities
Suppliers
State and Other Public Entities
Obtained Financing
Other Accounts Payable
The Certified Accountant | The Board
Total Liabilities
Total Equity and Liabilities
8
8
8
8
8
8
8
11
8
3/8
8
9
8
8
31-12-15
31-12-14
01-01-14
Restated
Restated
53,000,000
14,350,000
3,430,501
(1,475,560)
12,678,352
(37,434,593)
18,519,167
63,067,867
53,000,000
14,350,000
2,495,813
12,248
(4,960,599)
(37,434,593)
18,573,639
46,036,508
53,000,000
14,350,000
1,560,932
12,248
(4,025,718)
(37,434,593)
63,067,867
46,036,508
27,462,870
43,642,458
102,495,227
1,487,808
147,625,493
43,586,638
59,264,357
102,850,995
51,485,409
10,041459
2,157,142
29,835
5,545,272
3,604,029
11,336,277
158,961,771
222,029,638
904,232
30,803
9,783,881
3,952,988
14,671,904
117,522,900
163,559,407
177,877
58,479
14,007,499
2,928,021
17,171,876
78,698,744
106,161,614
27,462,870
61,526,868
63
REPORT AND
ACCOUNTS
2015
STATEMENT OF INCOME AND OTHER COMPREHENSIVE INCOME
(Amounts in euros)
Notes
31-12-15
01-01-14
Restated
INCOMES AND EXPENSES
Sales and Services Provided
Incomes / Perdas Imputados de Subsidiárias
Provision of External Services
Personnel Costs
Provisions (Increases/Decrease)
Other Incomes and Gains
Other Expenses and Costs
13
17
16
15
11
14
17
Results before Depreciations, Financing Expenses and Taxes
Expenses/Reversal of Depreciation and Amortisation
18
Operating profit (before Financing expenses and Taxes)
Interests and Similar Obtained Incomes
Interests and Similar Suported Expenses
19
20
Results before Taxes
Taxes Over the Year’s Income
12
Year’s Net Result
Other incomes and recognized expenses in Equity
That might be subsequently reclassified to costs and incomes:
Financing Coverage Instruments:
Comprehensive Income
Result per action
8
1,096,221
(130,925)
(4,180,585)
(1,424,370)
(55,820)
1,020,635
(875,450)
650,908
(19,413)
(3,357,654)
(1,422,839)
7,898,770
634,964
(465,269)
(4,550,294)
3,919,468
(691,596)
(383,143)
(5,241,890)
3,536,325
25,790,756
(4,316,299)
15,263,062
(2,433,358)
16,232,566
16,366,030
2,286,601
2,207,609
18,519,167
18,573,639
(1,487,808)
-
17,031,359
18,573,639
1.61
1.75
64
REPORT AND
ACCOUNTS
2015
STATEMENT OF THE CHANGES IN THE EQUITY At 31 December 2015
Description
Position at the begining of the 2014 period
Effects of Restatement
Position at the begining of the 2014 period (restated)
1
Paid-In
Capital
Other Instruments
of Equity
Legal
Reserves
Free
Reserves
Earnings
Financing Assets and
Liabilities Adjustment
Year Net
Results
Total
Enquity
53,000,000
14,350,000
1,560,932
12,248
(37,434,593)
18,697,615
53,000,000
14,350,000
1,560,932
12,248
(21,072,744)
(1,650,588)
(22,723,333)
(37,434,593)
18,697,615
29,113,458
(1,650,588)
27,462,869
934,881
-
17,762,734
17,762,734
-
-
-
-
-
-
(934,881)
(17,762.734)
(18,697,615)
18,693,768
(120,129)
18,573,639
-
18.693,768
(120,129)
18,573,639
-
RESULTS APPLICATION
Constitution of the Legal Reserve
Financial years results tansfer to earnings
Net result of the IFRS period
Period net results (Restated)
Operations with capital holders in the period
Distributions
Position at the end of the 2014 period
Position at the beginging of the 2015 period
934,881
2
4
-
-
5
6=1+2+3+5
53,000,000
14,350,000
2,495,813
12,248
(4,960,599)
(37,434,593)
18,573,639
46,036,508
7
53,000,000
14,350,000
2,495,813
12,248
(4,960,599)
(37,434,593)
18,573,639
46,036,508
-
120,129
(934,688)
(17,759,079)
(18,573,639)
-
18,519,167
18,519,167
(1,487,808)
(1,487,808)
18,519,167
17,031,359
18,519,167
63,067,867
RESULTS APPLICATION
Constitution of the Legal Reserve
Financial years results tansfer to earnings
(120,129)
934,688
8
-
-
934,688
-
17,759,079
17,638,950
Alterations during the perIod
Financing Instruments
Other recognized equity alterations
Period Net Results
Comprehensive Income
Operations with Capital Holders during the Period
Other Operations
Position at the end of the 2015 period
(1,487,808)
9
10
11=9+10
-
-
-
(1,487,808)
-
-
12
13=7+8+9+10+12
53,000,000
14,350,000
3,430,501
(1,475,560)
12,678,352
(37,434,593)
65
REPORT AND
ACCOUNTS
2015
STATEMENTS OF CASH FLOWS At 31 December 2015
Amounts in Euros
31-12-2015
31-12-2014
Cash receipts from clients
Cash paid to suppliers
Cash paid to employees
Cash generated by operations
5,632,218
(5,616,905)
(897,463)
(882,150)
1,769,663
(4,699,801)
(1,001,423)
(3,931,561)
Income tax received/paid
Other cash receipts/payments
Cash flow from operating activities (1)
2,574,555
(1,291,868)
400,537
4,597,321
(1,485,679)
(819,919)
(94,110)
(887,851)
(12,573,081)
(13,555,042)
(51,495)
(165,598)
(367,500)
(584,593)
738,061
120,619
23,103,730
23,962,409
10,407,367
1,425,834
160,435
15,473,115
17,059,383
16,474,790
Operating Profit Cash Flow – direct method
Investment Activities Cash Flow
Cash receipts relating to:
Tangible fixed assets - Leasings
Financial Investments
Financial investments
Interest and similar income
Dividends
Cash flow from investment activities (2)
66
REPORT AND
ACCOUNTS
2015
STATEMENTS OF CASH FLOWS At 31 December 2015
Amounts in Euros
31-12-2015
31-12-2014
97,700,00
12,526,710
(1,487,808)
108,738,902
79,650,000
114,323,656
193,973,657
Cash flow from financial activities(3)
(60,758,400)
(4,126,947)
(80,752,423)
(145,637,770)
(36,898,868)
(22,891,600)
(3,017,307)
(118,902,439)
(144,811,346)
49,162,311
Changes In Cash and equivalents (1+2+3)
(26,090,964)
64,817,182
52,432,604
(12,384,578)
52,432,604
Financial Activities Cash Flow
Financings
Group Financings
Paid-in equity and other equity instruments
Financings
Group Financings
Effect of exchange differences
Cash and cash equivalents at the start of the period
Cash and cash equivalents resulting from the Fusion
Cash and cash equivalents at the end of the period
26,341,640
67
REPORT AND
ACCOUNTS
2015
7.2.ANNEX TO INDIVIDUAL
FINANCIAL STATEMENTS
on 31 December 2015
NOTES FOR FINANCIAL STATEMENTS
ON 31 DECEMBER 2015
1. GENERAL INFORMATION ON THE ENTITY’S ACTIVITY
José de Mello Saúde SA (“Company”) is a private Health entity with several
units in Portugal.
Its share capital is owned by José de Mello S.G.P.S., S.A. (65.85%), the
Amélia da Silva de Mello Foundation (4.15%) and Farminveste – Investimentos, Participações e Gestão, S.A. (30%).
Summary of the main accounting policies
2.1. Bases of preparation
The financial statements of José de Mello Saúde SA were prepared according to Internacional Financial Reporting Standards (IFRS), adopted by
the European Union, and effective for years beginning on or after
1 January 2015. The IFRS issued by the International Accounting
Standards Board (IASB), the International Accounting Standards (IAS)
issued by the International Accounting Standards Committee (IASC) and
respective interpretations – IFRIC and SIC, issued by the International
Financial Reporting Interpretation Committee (IFRIC) and Standing Interpretation Committee (SIC), respectively, are deemed to form part of those
standards. Hereinafter, this set of standards and interpretations shall be
generally referred to as “IFRS”.
2.1.1. New standards and interpretations applying in the 2015 financial year
As a result of endorsement by the European Union (EU), the following
issues, revisions, amendments, and improvements of Standards and
Interpretations took effect from 1 January 2015:
IFRIC 21 – Rates
This interpretation is applicable to payments imposed by government
entities, which are not covered by other standards, including fines and
other penalties due to non-compliance with the law. The interpretation
clarifies that: (i) a liability should be recognised when the activity
triggering payment occurs as seen in the relevant law (ii) a gradual
increase in responsibility must be made over time if the activity
triggering payment also occurs over time according to the relevant law
and (iii) if payment is only triggered when a minimum limit is reached, no
liability should be recognised until such minimum is reached.
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2015
Annual improvements for the 2011-2013 cycle
These improvements involve clarification of aspects relating to IFRS 3
standards – Business combination, IFRS 13 – Fair value measurement and
IAS 40
– Investment properties.
Introduction of these interpretation and application of these standards
had no relevant impact on the Group’s financial statements.
2.1.2. New standards and interpretations already issued but not yet
mandatory
New standards, amendments and interpretations now exist that have
already been published but whose application is only mandatory for
annual periods starting after 1 January 2016 and which the Group decided
not to adopt ahead of time:
a) Already endorsed by the European Union:
These improvements involve clarification of aspects relating to standards
IFRS 2 – Share-based payment, IFRS 3 – Business combinations, IFRS 8
– Operating segments, IAS 16 – Tangible fixed assets, IAS 38 – Intangible
assets and IAS 24 – Related party disclosures.
IAS 19 R – Employee benefits – Employee contributions
This amendment is applicable to employee or third party contributions
for defined benefit plans. It simplifies the accounting of contributions that
are independent of the number of years of employee service, so that they
are a fixed amount during the service period or an amount that depends
on the employee’s age. Such contributions are henceforth recognised as a
reduction in the cost of the service in the period in which it is supplied.
IAS 16 and 41 – Plants generating agricultural products
Amendments to IAS 16 – Tangible fixed assets and IAS 41 – Agriculture
amend the former, which henceforth includes biological assets defined as
plants generating agricultural products (e.g. fruit trees). Agriculture
exemplified in plants generating agricultural products (e.g. fruit that grows
on a tree) will remain a part of IAS 41. As a result of the amendments,
plants producing agricultural products become subject to all recognition
requirements and measures of IAS 16, including the choice between the
cost and revaluation model. Government subsidies for these plants are
henceforth accounted for under IAS 20 instead of IAS 41.
IFRS 11 – Joint arrangements
Amendments require an entity to enter into joint business arrangements, apply, according to its quota part, all business combination principles
contained in IFRS 3 – Business Combinations and other IFRS that do not
interfere with IFRS 11 and disclose the corresponding information on
business combinations required by such standards.
Amendments are also applicable if the entity has contributed with a
business deal when establishing a joint arrangement.
If an additional share in a joint business arrangement is acquired, the
share previously owned must not be remeasured if the operator maintains
control.
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REPORT AND
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2015
IAS 16 and 38 – Clarification of acceptable methods of depreciation and
amortisation
The amendments clarify that the principle in the standards states that
revenue reflects a pattern of economic benefits that are generated from
operating a business rather than the economic benefits that are consumed through use of the asset. As a result, the ratio of revenue generated
to total revenue expected to be generated cannot be used to depreciate
property, plant and equipment and may only be used in very limited
circumstances to amortise intangible assets.
IAS 27 – Consolidated and separate financial statements
The amendments reinstate the equity method as an accounting option for
measuring investments in subsidiaries and associates in separate financial
statements. The measurement options of IAS 27 to recognise investments
in subsidiaries, joint ventures and associates are now: (i) cost, (ii) in
accordance with IFRS 9 (or IAS 39) or (iii) equity method, whereby the
same accounting should be applied for each category of investments.
As a result, IFRS 1 – First-time Adoption of International Financial
Reporting Standards to enable an entity adopting IFRS for the first time to
use the equity method as the basis for preparing its separate financial
statements and also enjoy the exemption applied to business combinations on initial measurement of investment.
IAS 1 – Disclosure initiative
This amendment introduces a set of indications and guidelines on Materiality, Information to be included in financial statements, Note Structure
and Disclosure with a view to improving and simplifying disclosure in the
context of current IFRS report requirements.
These improvements involve clarification of aspects relating to standards
IFRS 5 – Non-current assets held for sale and Discontinued operations,
IFRS 7 – Financial instruments: Disclosures issued, IAS 19 – Employee
benefits and IAS 34 – Interim financial reporting.
Despite being approved (endorsed) by the European Union, they were not
adopted by the Group in the period ending on 31 December 2015 because
their application was not yet mandatory. No significant impacts are
expected in the financial statements resulting from the adoption of same.
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REPORT AND
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2015
b) Not yet endorsed by the European Union:
The following standards, interpretations, amendments and revisions
have not been approved (endorsed), by the European Union, at the date of
approval of these financial statements:
Standard
Effective Date
• IFRS 9
Financial instruments
1st january 2018
• IFRS 10 and IAS 28
Sales or contributions of assets between an investor and its associate
or joint venture
1st january 2016
• IFRS 10, IFRS 12 and IAS 28
Investment entities: applying the consolidation exception
1st january 2016
• IFRS 14
Regulatory deferral accounts
1st january 2016
• IFRS 15
Revenue from contracts with costumers
1st january 2017
Regarding the standards mentioned above that have not yet been enforced, the Group has still to determine all impacts arising from their
application, whereby it chose not to adopt them ahead of time. However,
no material effect is expected in the financial statements as a result of
their adoption.
2.2. Main Accounting Policies
Tangible fixed assets are those used in the provision of services or administrative procedures.
Tangible fixed assets are valued according to their respective acquisition
cost, including all related costs, less accrued depreciation and impairment
losses.
Tangible assets are depreciated on a duodecimal basis by the straight-line
method from the date on which they are available for use as intended,
according to the following estimated useful lives, whereby the following
rates are applicable:
• Buildings and other constructions
• Basic Equipment
• Office Equipment
2015
2014
5% – 10%
14.28% - 33.33%
12.50% - 25%
5% – 10%
14.28% - 33.33%
12.50% - 25%
71
REPORT AND
ACCOUNTS
2015
Impairment of these assets is determined according to the criteria set
forth in “Asset Impairment”.
The gains or losses resulting from the sale or disposal of tangible fixed
assets are determined as the difference between the sale price and net
book value on the date of sale/disposal and are included in the Net Profits
of the Period in the year in which the asset is derecognised.
Assets acquired through a financial lease are depreciated using the same
rates as other tangible fixed assets, that is, based on their respective
useful lives.
The residual value is considered null and void, whereby the depreciable
value on which the depreciations incur coincides with the cost.
Current maintenance and repair costs are recognised as expenses in the
period in which they occur.
Tangible fixed assets in progress represent tangible assets still under construction, installation or development and are recorded at cost of acquisition or production, and only amortised when available for use.
Intangible Assets
Intangible Assets acquired separately are measured at their cost price on
the date of initial recognition.
The Cost of Intangible Assets acquired in a group of activities is their fair
value on said date.
Intangible assets generated internally, excluding capitalised development
costs, are not capitalised and expenses are reflected in the Profit and Loss
Statement and Other Comprehensive Income Statement in the year in
which the expenses occurred.
After initial recognition, Intangible Assets are recorded at cost price less
accrued amortisations and losses due to subsequent impairment.
Useful lives of Intangible Assets may be finite or indefinite.
Intangible Assets with indefinite useful lives are not amortised but undergo annual impairment tests irrespective of whether there are indicators
that may be impaired.
Intangible Assets with finite useful lives are amortised during their estimated economic life and evaluated with regard to their impairment whenever
there are signs that the asset may be impaired.
Impairment of these assets is determined according to the criteria set
forth in “Asset Impairment”
Reversals of impairment are recognised in results and only performed up
to the limit verified if the impairment had never been recorded.
For an Intangible Asset with a finite useful life, amortisation methods,
estimated useful life and residual value are revised at the end of each year
and the effects of changes made are treated as changes to estimates, or
rather, prospectively.
Amortisations are calculated on a duodecimal basis using the straight-line
method.
The residual value is considered null and void, whereby the depreciable
value on which the depreciations incur coincides with the cost.
Amortisation rates are defined with a view to the full amortisation of
72
REPORT AND
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2015
ted. However, if signs of impairment are detected, Financial Investments
are subjected to impairment tests.
assets until the end of their expected useful life and are as follows:
• Software
2015
2014
25%
25%
Expenditure incurred from amortisation of intangible assets with finite
useful lives is recognised in the Income and Other Comprehensive Income
Statement under the item Depreciation and Amortisation Expenditure/Reversals.
book value on the date of sale/disposal and are included in the Net Profits
of the Period in the year in which the asset is derecognised.
Investments in Subsidiaries and Affiliates
Financial Investments of capital shares in Subsidiaries and Affiliates
valued according to their respective cost on the IFRS transition date, or
rather 1 January 2012.
Capital share dividends are only recognised as income when their respective receipt is guaranteed and interest from bonds are accounted for in the
period to which they are related. Goodwill in relation to the associate is included in the value of the financial investment and is not individually tes-
Financial Assets (in addition to Financial Investments)
Financial Assets are classified as follows, depending on whether or not the
Board intends to acquire them:
• Loans and Receivables- These include non-derivative Financial
Assets, with fixed or determinable payments. Client, Other Receivables
and Shareholders’ balances are recorded at fair value and, subsequently,
at their amortised cost, which will be adjusted as a result of impairment
tests, when required by Regulations, or when there are signs that these
tests must be carried out.
At the end of the year, the company evaluates the impairment of these
assets. When there is objective evidence of impairment, the company
recognises an impairment loss on the income statement.
The following aspects were considered in the objective evidence showing
that a financial asset is impaired:
- Debtor’s significant financial difficulty,
- Breach of contract, such as failure to pay or non-compliance with
interest payments or debt amortisation;
- Probability that the debtor will become bankrupt
• Investments Held to Maturity – Investments held to maturity are
classified as Non-Current Assets, unless they mature within 12 months of
73
REPORT AND
ACCOUNTS
2015
the reporting date. Investment whose maturity is defined and which the
Company has the intention and capacity to maintain until that date are
recorded in this item. Investments Held to Maturity are recorded at the
amortised cost, after deducting eventual impairment losses determined
according to the provisions of “Asset Impairment”.
• Investments Held for Negotiation valued at fair value through results
– This category includes non-derivative Financial Assets held for
negotiation and derivatives that do not qualify for hedge accounting
purposes, which are presented as Current Assets.
A Financial Asset is classified as held for negotiation if it is:
- Acquired or incurred mainly for very short-term sale or repurchase purposes;
- Part of a portfolio of financial instruments identified, which are
jointly managed and for which there is evidence of recent real short
-term profit taking;
- A derivative (except for designated and efficacious hedge
instruments).
Gains or losses resulting from a change made to fair value of Investments
valued using this method are recorded in the Income and other
Comprehensive Income Statement for the period.
• Financial Assets available for Sale – Investments Available for Sale
are non-derivative Financial Assets that:
- the Company intends to maintain for an indefinite period of time, or
- are called this when they are acquired, or
- do not fit into other Financial Asset classification categories.
These Assets are presented as Non-Current Assets, unless they are to be
sold within 12 months of the date of the report.
Following initial recognition, Investments Available for sale are recognised for their fair value, based on their market value on their report date,
without any deduction for transaction costs incurred until they are sold.
Amortisation of assets in these conditions ceases when they are classified
as held for sale.
Investments not quoted and whose fair value cannot be reliably estimated are maintained at purchase cost, after deducting eventual impairment
losses, determined according to the provisions of “Asset Impairment”.
Gains or losses resulting from a change made to the fair value of Financial
Investments Available for sale are recorded in Equity, under Other Reserves, until:
- the Investment is sold, received or disposed of in any way, or
- the fair value of the Investment is below its purchase cost and this
corresponds to an impairment loss
In any of these situations, the accrued gain or loss is recorded in the
Income and Other Comprehensive Income Statement.
74
REPORT AND
ACCOUNTS
2015
Income tax
Income tax for the period includes current and deferred costs from the
financial year.
Current income tax is calculated based on the taxable income in accordance with the tax rules in force to which the company is subjected.
The Company is taxed according to the Special Corporate Group Tax
Regime (RETGS).
According to current legislation, tax returns are liable for review and
correction by the Tax Authorities for a period of four years.
Accordingly, the tax returns of the Group for the years 2011 to 2014 may
still be reviewed, although the Company believes that any adjustments
resulting from tax revisions to those tax documents will have no significant impact on the Financial Statements referring to 31 December 2014.
Deferred Tax Assets and Liabilities
The Company recognises Deferred Taxes, as established in IAS 12 – Income Tax, as a way of adequately accruing the tax effects of its operations,
and to exclude distortions related to the criteria of a fiscal nature that
impact on the economic results of certain transactions.
Deferred tax assets are recognised when there is reasonable assurance
that future taxable profit may be achieved against which those assets can
be deducted. Deferred tax assets are reviewed annually and reduced when
it is no longer probable that they may be used.
The value of deferred tax is determined by applying the tax rates (and
laws) enacted or substantively enacted at the reporting date and which
are expected to apply in the period of realisation of the Deferred Tax Asset.
According to legislation in force, the corporate income tax rate of 21% is
considered in Portugal, and a 1.5% municipal surtax, in situations not
related to tax losses, on the temporary differences that gave rise to
Deferred Tax Assets or Liabilities.
Movement occurring during the year, reconciliation between the nominal
tax and effective current tax rate as well as decomposition of Deferred Tax
balances are presented in Note 12.
Cash and Equivalents
For the purpose of the Cash Flow Statement, the item “Cash and Equivalents” includes the values of “Cash” and “Bank Deposits”, included in the
Statement of Financial Position, with a maturity of three months or less,
and bank overdrafts included in “Loans Obtained”.
Financial Liabilities
Financial Liabilities are classified according to the substance of the
contract, regardless of their legal form, as shown below:
• Bank Loans – Loans are valued at their amortised cost and the
amount received is net of issuing costs. Financial charges are calculated
in accordance with the effective interest rate method and accounted for
in the Income and Other Comprehensive Income Statement, based on the
financial year specialisation principle.
• Suppliers and Other Accounts Payable – Balances of Suppliers and
75
REPORT AND
ACCOUNTS
2015
Other Accounts Payable are initially recorded for their nominal value,
which corresponds to their fair value and, subsequently, when applicable,
they are recorded at their amortised cost, in accordance with the effective interest rate method.
Derivative Financial Instruments and hedge accounting
The group’s policy is to contract derivative financial instruments for
hedging of financial risks to which it is exposed, which are mainly due to
interest rate variations.
• Hedging Instruments – The possibility of calling a derivative financial instrument a hedging instrument complies with the provisions of IAS
39, namely, with regard to its respective documentation and effectiveness
evaluation.
Derivative financial instruments are recognised for their fair value on the
date they are negotiated. Fair value is evaluated on a regular basis and
resulting gains and losses recorded in the income statement, except cash
flow hedging derivatives in which the variation is recognised in Equity
(“Other Financial Instrument Reserves”).
Accounting is discontinued when the hedging instrument reaches maturity or is sold, or when the hedging relationship ceases to comply with the
requirements of IAS 39.
Provisions
Provisions are established when the Company has a present obligation
(legal or constructive) as a result of past actions, when economic resources may probably be used to meet this obligation and this may be measured reliably.
Provisions are measured according to the best estimate of expenditure
required for settling the present obligation on the balance sheet date.
Equity Items
Equity items are as follows:
• Realised Capital – In compliance with art. 272 of the Commercial
Companies Code (CSC), the company contract indicates the deadline for
realising capital subscribed and not realised on the date the deed is
signed.
• Other Equity Instruments – Equity Instruments are classified in
accordance with contract substance, irrespective of their legal form.
Equity Instruments issued by the Entity are recorded at their received
value, net of issuing costs.
• Legal Reserves – In accordance with art. 295 of the CSC, at least 5%
of the result must be used for establishing or strengthening the legal
reserve until it represents under 20% of the company’s equity. The legal
reserve can only be distributed in situations of liquidation and may only be
used to cover losses, after all other reserves have been used, or for
incorporation in equity (art. 296 of the CSC).
• Hedging Operation Reserve – This account includes fair value adjust-
76
REPORT AND
ACCOUNTS
2015
ments in financial assets like changes made to the fair value of hedging
derivatives of interest rate, exchange rate, merchandise price risks under
a commitment or high probability of future transactions. In accordance
with point 2, art. 32 of the CSC, they will only be available for distribution
when the elements or rights giving rise to them are disposed of, exercised,
eliminated or settled.
• Retained Earnings – This item includes the realised results available
for distribution to shareholders and gains from increases in fair value,
financial investments and investment properties that, in accordance with
point 2, art. 32 of the CSC, will only be available for distribution when the
elements or rights giving rise to them are disposed of, exercised, eliminated or settled.
• Net Profit for the Year – This item includes gains from increases in fair
value, financial investments and investment properties that, in accordance with point 2, art. 32 of the CSC, will only be available for distribution
when the elements or rights giving rise to them are disposed of, exercised,
eliminated or settled.
Recognition of income
Income is recognised as such when it is likely that the Company will receive economic benefits that can be evaluated reliably.
For income to be recognised, the following criteria must also be complied
with in full:
• Service Supply – Service supply is measured for the fair value of the
amount received or receivable less the sums relating to discounts granted.
Income from services supplied is recognised when the outcome of the
transaction may be estimated reliably, which occurs when the following
conditions are met:
- The amount of income can be measured reliably;
- Economic benefits from the transaction are probably received by the
company;
- Costs incurred from the transaction and from its completion can be
measured reliably.
• Interest – Income from interest receivable is specialised, so that it is
recognised in the period to which it is related, regardless of whether or not
the respective support document is issued;
• Dividends – This income is recognised when, in substance, the obligation
to declare Dividends is established at the declaring Entity.
Asset Impairment
The Companies evaluates, on each port date, whether or not there are
signs of impairment of its assets. If there are, or when IFRS require the
performance of impairment tests, the Company estimates the recoverable
value of the asset in question, which corresponds to the highest realisable
amount, after deducting eventual selling costs, or to its usage value.
If impairment is detected, the value of the asset is reduced to reflect its
recoverable value.
77
REPORT AND
ACCOUNTS
2015
Contingent Assets and Liabilities
Contingent Liabilities are not recognised in Financial Statements but
disclosed in these Notes, unless the possibility of an outflow of resources
is remote, in which case they are not subject to disclosure.
Contingent Assets are not recognised and only disclosed in circumstances
embodying future economic benefits.
Subsequent Events
Events occurring after the report date that provide additional information
on conditions existing on the date of issue of the Statement of the Financial Position are shown in financial statements.
Events occurring after the report date that provide additional information
on conditions existing on the date of issue of the Statement of the Financial Position are disclosed in Notes to financial statements, if material.
2.3. Management Judgements
When preparing financial statements according to IFRS, the Board of
Directors uses estimates and assumptions that affect the application of
accounting policies and reported amounts. Estimates and judgements are
continuously evaluated and are based on experience from past events and
other factors, including expectations for future events considered probable in view of the circumstances on which the estimates are based, or on
results from information or experience acquired. The most significant
accounting experiences shown in financial statements are as follows:
• Valuation and useful life of Tangible and Intangible Assets – The
Company used different assumptions when estimating future cash flow
from Tangible and Intangible Assets acquired as part of Entity purchase
processes, including the estimate for future income, discount rates and
useful life of the aforementioned assets.
• Recognition of Provisions and Adjustments – The Company takes
part in different legal procedures in progress for which it judges whether
or not a provision should be recorded for these contingencies based on the
opinion of its Attorneys. Adjustments to Accounts Receivable are basically calculated based on the seniority of Accounts Receivable entries, the
entity’s risk profile and respective financial situation. Estimates relating
to adjustments for Accounts Receivable differ from business to business.
• Determining the market value of Financial Instruments – The Company chooses the evaluation method it considers appropriate for determining the market value of Financial Instruments not quoted on an active
market, based on its best knowledge of the market and assets, implementing customary market evaluation techniques and using assumptions
based on market rates.
78
REPORT AND
ACCOUNTS
2015
4. ACCOUNTING POLICIES, CHANGES TO ACCOUNTING
ESTIMATES AND ERRORS
3. CASH FLOWS
The balance of “Cash and Equivalents” contained in the Cash Flow Statement is broken down as follows:
Cash
Current Accounts
Other Bank Deposits
Financial instruments held for trading
Other financial liabilities
Bank Overdrafts
2015
2014
418
17,555,693
200
17,556,311
10,273,137
(1,487,808)
26,341,640
26,341,640
418
10,884,644
31,495,000
42,380,062
10,404,062
52,784,124
(351,521)
52,432,604
During the current year, no change was made to IFRS in force, whereby no
new accounting method was adopted.
On the other hand, the Company did not voluntarily make any change to
the accounting policy during the current year.
With regard to accounting estimates, no change was made in the current
or future periods.
With the exception of the following paragraph, no errors or omissions from
previous periods were detected in the current year.
In January 2016, José de Mello Saúde took out a lifelong income insurance policy on its behalf that allows for compliance with a contract existing
since the year 2000, where it took responsibility for guaranteeing lifelong
income payments to an employee who reached Social Security retirement
age on 1 January 2016. The commercial premium paid on 28 January 2016
to the Fidelidade insurance company amounted to 2,504,321.78 euros.
The Board of Directors believes that the aforementioned contract was not
duly recognised in previous year Financial Statements, which resulted in
correction of the negative impact in retained earnings in the amount of
1,770,717.60 euros. Therefore, as the aforementioned expense was not
recognised at the appropriate time, comparisons are re-expressed in
accordance with IAS 19, as follows:
79
REPORT AND
ACCOUNTS
2015
Details of adjustments to equity on 1 January 2014
Effect of re-expression on 1 January 2014
Disclosed
Amount
Assets effect on 1 January 2014
Deferred Taxes
Total Assets on 1 January 2014
3,164,690
3,164,690
Restated
Effect of
Amount Restatement
3,700,311
535,621
3,700,311
535,621
01-01-2014
Equity
Retirement Benefits Recognition
Deferred Taxes
2,186,210
(535,621)
1,650,588
Effect of re-expression on 31 December 2014
Equity Effect on 1 January 2014
Earnings
(2,375,129)
(4,025,718)
(1,650,588)
Total Equity on 1 January 2014
(2,375,129)
(4,025,718)
(1,650,588)
Liability Effect on 1 January 2014
Other payables
741,811
2,928,021
2,186,210
Total Liability on 1 January 2014
741,811
2,928,021
2,186,210
The amount of Equity disclosed on 1 January 2014 includes application of
the 2013 Net Profit.
Disclosed
Amount
Restated
Effect of
Amount Restatement
Assets effect on 31 December 2014
Deferred Taxes
-
574,604
574,604
Total Assets on 31 December 2014
-
574,604
574,604
Equity Effect on 31 December 2014
Earnings
Period Net Results
(3,310,010)
18,693,768
(4,960,599)
18,573,639
(1,650,588)
(120,129)
Total Equity on 31 December 2014
15,383,757
13,613,040
(1,770,718)
Liability Effect on 31 December 2014
Other Payables
1,607,666
3,952,988
2,345,321
Total Liability on 31 December 2014
1,607,666
3,952,988
2,345,321
80
REPORT AND
ACCOUNTS
2015
Details of adjustments to equity on 31 December 2014
31-12-2014
Retirement Benefits Recognition
Deferred Taxes
159,112
(38,982)
120,129
Effects of re-expression on the 2014 financial year results
Disclosed
Amount
Restated
Effect of
Amount Restatement
Effect on results
(financial year at 31 December 2014)
Personnel costs
Deferred Taxes
(1,263,728)
0
(1,422,839)
38,982
(159,112)
38,982
Net profit for the financial year at 31 December 2014
(1,263,728)
(1,422,839)
(120,129)
81
REPORT AND
ACCOUNTS
2015
5. related parties
Type of relationship with related parties
The Group to which the Company belongs and the type of relationship
with related parties are shown in the table below:
Subsidiaries
Academia CUF, Lda
Beso - Serviços de Comodidade e Conveniência, Lda
Clinica Cuf Alvalade, S.A.
Clinica Cuf Belém, S.A.
Hospital Cuf Cascais, S.A.
Clinica Cuf Torres Vedras, S.A.
Escala Vila Franca - Sociedade Gestora do Estabelecimento, S.A.
Hospital Cuf Descobertas, S.A.
Hospital Cuf Infante Santo, S.A.
Hospital Cuf Porto, S.A.
Instituto CUF - Diagnóstico e Tratamento, S.A.
JMS - Prestação de Serviços Administrativos e Operacionais ACE
Loja Saúde Cuf - Produtos e Serviços de Saude e Bem Estar, S.A.
PPPS - Parcerias Públicas Privadas na Saúde - SGPS, S.A.
Sagies - Segurança, Higiene e Saúde no Trabalho, S.A.
Imo Health - Investimentos Imobiliários Unipessoal, Lda
Nova imagem - Centro de Radiodiagnóstico, S.A.
Hospital CUF Viseu, S.A.
Hospital CUF Santarém, S.A.
Location
Services the company provides /
Transactions the company makes
Portugal
Portugal
Portugal
Portugal
Portugal
Portugal
Portugal
Portugal
Portugal
Portugal
Portugal
Portugal
Portugal
Portugal
Portugal
Portugal
Portugal
Portugal
Portugal
Services the company receives /
Transactions the company receives
Shared services
Consulting
Rental of equipment
Rental of equipment
Rental of equipment
Rental of equipment
Consulting
Rental of equipment
Rental of equipment
Rental of equipment
Rental of equipment
Shared services
Shared services
Loans
Shared services
Loans
Loans
Loans
Loans
Ocupational health
82
REPORT AND
ACCOUNTS
Transactions and Pending Balances
2015
The amount of transactions and pending balances are indicated in the table below:
Company
Academia CUF, Lda
Clinica Cuf Alvalade, S,A,
Clinica Cuf Belém, S,A,
Hospital Cuf Cascais, S,A,
Clinica Cuf Torres Vedras, S,A,
Escala Vila Franca - Sociedade Gestora do Estabelecimento, S,A,
Hospital Cuf Descobertas, S,A,
Hospital Cuf Infante Santo, S,A,
Hospital Cuf Porto, S,A,
Instituto CUF - Diagnóstico e Tratamento, S,A,
JMS - Prestação de Serviços Administrativos e Operacionais ACE
Loja Saúde Cuf - Produtos e Serviços de Saude e Bem Estar, S,A,
PPPS - Parcerias Públicas Privadas na Saúde - SGPS, S,A,
Sagies - Segurança, Higiene e Saúde no Trabalho, S,A,
Nova imagem - Centro de Radiodiagnóstico, S,A,
Hospital CUF Viseu, S,A,
Hospital CUF Santarém, S,A,
Year
2015
2014
2015
2014
2015
2014
2015
2014
2015
2014
2015
2014
2015
2014
2015
2014
2015
2014
2015
2014
2015
2014
2015
2014
2015
2014
2015
2014
2015
2014
2015
2014
2015
2014
2015
2014
2015
2014
Debit balances
Shareholders and
Clients
Subsidiaries
1,264
1,812,175
623,000
71,784
10,654
4,019
14,291
10,696
9,234
3,297
13,852
65,795
92,956
82,458
3,908
187,125
104,122
44,671
Credit balances
Suppliers
Income
326,831
11,262
491,264
75,574
390,442
3,178
989,988
130,751
92,166
16,500,000
15,700,000
10,000,000
705,302
1,845,617
2,124
7,401
501,022
402,218
20,724
24,068
88,310
2,000,000
2,000,000
332
265,717
110,333
8,662
19,606
11,619
99,939
11,139
16,000
16,700,000
53
107
26,063,903
406,602
Expenses
12,336
3,200,000
22,466
28,031
Transactions
55,752
57,938
917,607
17,388
19,566
511
2,690,000
43,543
450
396
83
REPORT AND
ACCOUNTS
2015
Wages of key management personnel
Wages of the Company’s key management
personnel are discriminated in the table below:
Total wages
6. Tangible Fixed Assets
The gross carried amount, accrued depreciation
and impairment losses at the beginning and end
of the period is as follows:
Buildings and
Basic
other constructions
equipment
405,619
59,341
48,139
513,098
129,221
642,319
989,288
2,340,415
9,400
(825,000)
2,514,103
2,347,139
703,760
(255,750)
5,309,252
impairment losses
At 1 January 2014
Depreciation
Transfers
At 31 December 2014
Depreciation
Disposals
At 31 December 2015
106,412
43,280
149,692
54,787
204,480
Net value
At 31 December 2015
At 31 December 2014
At 1 January 2014
437,840
363,406
299,207
Cost:
At 1 January 2014
Additions
Transfers
Disposals
At 31 December 2014
Additions
Transfers
Disposals
At 31 December 2015
Office
2015
2014
469,074
418,020
469,074
418,020
Tangible fixed
Total tangible
equipment assets in progress
fixed assets
237,165
12,818
249,983
4,747
431,580
329,719
(57,539)
254,730
(0)
2,063,652
2,742,292
(825,000)
3,980,944
2,481,108
(255,750)
6,206,301
19,640
320,562
(165,000)
175,202
616,835
(93,879)
698,158
132,855
18,211
151,066
19,974
171,039
-
258,908
382,053
(165,000)
475,961
691,596
(93,879)
1,073,677
4,611,093
2,338,901
969,648
83,691
98,917
104,310
(0)
703,760
431,580
5,132,624
3,504,983
1,803,379
703,760
(703,760)
Depreciation and
84
REPORT AND
ACCOUNTS
2015
As seen from the chart above, the main increase registered in the year came
from basic equipment acquired for lease to companies from the group.
7. combinations of business activities and investments
in subsidiaries and affiliates
This account is broken down as follows:
Academia Cuf Lda
Clinica Cuf Alvalade, S.A.
Hospital Cuf Cascais, S.A.
Hospital Cuf Torres Vedras, S.A.
Escala Braga - Sociedade Gestora do Estabelecimento, S.A.
Escala Vila Franca - Sociedade Gestora do Estabelecimento, S.A.
Digihealth, S.A.
Hospital Cuf Descobertas, S.A.
Hospital Cuf Infante Santo, S.A.
Loja Saude Cuf - Produtos e Serviços de Saude e Bem Estar, S.A.
PPPS - Parcerias Públicas Privadas na Saúde - SGPS, S.A.
S.P.S.D. - Sociedade Portuguesa de Serviços Domiciliários, S.A.
Vramondi International BV
Escala Braga - Sociedade Gestora do Edificio, S.A.
Escala Parque - Gestão de Estacionamentos S.A.
Valir - Sociedade Gestora de Participações Sociais, SGPS S.A.
IBET
Hospital CUF Porto, S.A.
Manuel Guimarães, Lda
Activity
2015
% Held
2014
% Held
Formation
Costumer Service
Health Care Services Delivery
Parapharmaceutical
Shareholdings Managing
Household Services
Infrastructure Managing
Infrastructure Managing
Research
Health Care Consultancy
5,000
1,164,124
3,327,449
50,000
6,357,407
21,792,246
117,188
18,928,713
399,572
-140,984
21,446,466
5,000
367,500
50,000
12,390,104
82,976
86,342,762
100.00%
100.00%
100.00%
100.00%
100.00%
60.00%
60.00%
88.00%
100.00%
100.00%
100.00%
100.00%
99.00%
20.00%
20.00%
95.55%
5.00%
100.00%
100.00%
100.00%
100.00%
100.00%
5,000
1,164,124
3,361,905
6,357,407
20,776,355
117,188
1,105,891
18,928,713
895,573
-140,984
21,446,465
5,000
367,500
74,300,138
100.00%
24.90%
100.00%
100.00%
100.00%
60.00%
60.00%
88.00%
100.00%
100.00%
100.00%
100.00%
100.00%
99.00%
20.00%
20.00%
92.60%
5.00%
100.00%
100.00%
-
85
REPORT AND
ACCOUNTS
2015
8. FINANCIAL INSTRUMENTS
The financial instruments shown on the Statement of the Financial
Position, except Investments in Subsidiaries and Affiliates, Other Financial
Assets and Cash and Bank Deposits:
Clients
The total carrying amount in relation to clients is broken down in the table
below:
Clients
Cost
2015
2014
2,098,159
2,098,159
3,306,122
3,306,122
The seniority of clients is broken down as indicated in the table below:
Total
2015
2014
2,098,159
3,306,122
Unexpired Debt
916,464
1,317,182
≤ 180 Days
181-365 Days
Expired Debt
366-545 Days
433,490
1,509,664
121,017
284,679
20,771
41,327
546-730 Days
>730
310,964
16,870
295,004
136,400
86
REPORT AND
ACCOUNTS
2015
Other Accounts Receivable
Other Accounts Receivable are discriminated as follows:
2015
2014
663
1,599
2,359,317
188,823
513
740,644
59,857
2,477
1,633,305
4,244,443
47,060
2,079
115,879
907,773
Other Accounts receivable
Personnel
Debtors of Incomes Increase
Interest receivable
Other debtors
Recognizing Expenses
Rents
Insurances
IT
Anticipated Interests
The item “Debtors through increases in income” mainly refers to interests
from supplies debited to the group’s units with which the company operates.
The increase in “Expenses pending acknowledgement” is mainly due to
“Information Technology”. This increase is justified by invoices received
during this year from the supplier Microsoft for maintaining 2016 software
licenses.
87
REPORT AND
ACCOUNTS
2015
Shareholders
On 31 December 2014 and 2015, the “shareholders” item was broken down as follows:
Non-Current Assets
Hospital CUF Porto, S,A,
IMO HEALTH - Investimentos Imobiliários, Unipessoal, Lda,
PPPS - Parcerias Público Privadas na Saúde, - SGPS, S,A,
Hospital CUF Descobertas, S,A,
Hospital CUF Infante Santo, S,A,
Hospital CUF Cascais, S,A,
Current Assets
José de Mello SGPS, S,A,
PPPS - Parcerias Público Privadas na Saúde, - SGPS, S,A,
Farminveste S,A,
BESO - Serviços de Comodidade e Conveniência, Lda,
IMO HEALTH - Investimentos Imobiliários, Unipessoal, Lda,
Hospital CUF Viseu, S,A,
Manuel Guimarães, Lda
Equity
Equity is fully subscribed and realised. It is
divided into 10,6000,000 shares valued at five
euros each, which are divided up as follows:
Equity
José de Mello SGPS, S,A,
Farminveste-Investimentos, Participações e Gestão, S,A,
Fundação Amélia da Silva de Mello
2015
2014
15,700,000
2,000,000
2,000,000
16,700,000
16,500,000
3,200,000
2,690,000
58,790,000
10,000,000
10,000,000
4,112,780
4,112,780
2,000,000
1,763,018
1,523,321
623,000
406,602
583,500
11,012,221
1,763,018
24,063,903
19,566
90,440
30,049,707
2015
2014
34,900,500
15,900,000
2,199,500
53,000,000
34,900,500
15,900,000
2,199,500
53,000,000
88
REPORT AND
ACCOUNTS
2015
The main variations occurring in Equity, as seen
in the Statement of Changes in Equity, are
related to:
• Application of the positive Net
Result from the previous year in the amount of
18,693,768 euros, pursuant to minute No. 48:
- transfer to Retained Earnings in the amount of 17,759,079 euros,
- establishment of Legal Reserves in the amount of 934,688 euros.
Reserves and other equity items registered the
following transactions during the years ending
on 31 December 2014 and 2015:
The Legal Reserve is not fully established under
the law (20% of equity), whereby the minimum
amount stipulated was donated (5% of the net
result).
On 31 December 2015, the amount recognised in
free reserves regarding recognition of
losses through hedging operation in the amount
of 1,487,808 euros (note “Other Financial Liabilities”).
1 January 2014
Restatement Effects
1 January 2014 (Restated)
Additions
Other Changes
31 December 2014
1 January 2015
Restatement Effects
Additions
Dividends
31 December 2015
Legal
Free
Earnings
Reserves
Reserves
1,560,932
12,248
1,560,932
934,881
12,248
2,495,813
12,248
(4,960,599)
2,495,813
12,248
934,688
(1,487,808)
(4,960,599)
(120,129)
17,759,079
3,430,501
(1,475,560)
12,678,352
(21,072,744)
(1,650,588)
(22,723,333)
17,762,734
89
REPORT AND
ACCOUNTS
2015
Suppliers
On 31 December 2014 and 2015, this item
showed the following breakdown:
The “Suppliers” balance registered a significant
increase in comparison with the previous year,
which is justified by “Microsoft” (note “Other
Accounts Receivable –Expenses pending
Acknowledgement”).
Other Accounts Payable
Other Accounts Payable are discriminated as
follows:
The sum of 2,504 euros referring to retirement
benefits paid in January 2016 (note 4) is included in “Others”.
Suppliers, current account
2015
2014
2,157,142
2,157,142
904,232
904,232
2015
2014
Restated
8,387
-
8,275
703,760
498,071
3,085,538
12,033
3,604,029
209,986
3,029,886
1,081
3,952,988
Other Payables
Personnel
Investment Suppliers
Creditors of Incomes Increase
Wages Payable (Vacations/Vacations Allowance)
Others
Other Creditors
90
REPORT AND
ACCOUNTS
2015
Other Financial Liabilities
In 2014, José de Mello Saúde, S.A. had almost all its financing indexed at
variable rates. Plain vanilla swaps were contracted in May, June and July
2015 to reduce the risk of exposure to interest rate variations, which
cover 100% of the debenture loans emitted in June 2014 and May 2015
(100 million euros in all). Swaps contracted respect the characteristics
of the aforementioned loans emitted so that they may be considered
hedge products (same indexer, same interest period and payment
deadlines).
On the interest payment date, the Company receives interest indexed to
Euribor six months for 100% of the debenture capital and pays interest at
a fixed rate on the same amount.
On 31 December 2014 and 2015, the company had contracted the
following financial derivative instruments:
The figure recognised in this item refers to six swap interest rate contracts
signed by the company to cover the risk of interest fluctuation.
2015
2014
Asset
Current
Non-Current
Current
Liability
Non-Current
Asset
Current
Non-Current
Current
Liability
Non-Current
Derived designated as cash flow
coverage
Swap interest tax
-
-
-
1,487,808
-
-
-
Total of derived assets/liabilities
-
-
-
1,487,808
-
-
-
-
91
REPORT AND
ACCOUNTS
2015
Fair Value of Financial Instruments - Characteristics of financial
derivative instruments contracted in relation to financing operations on
31 December 2014 and 2015 were as follows:
Fair Value
Derived designated
as cash flow coverage
Swap’s investment tax
Swap 13121-001
Swap 13136-001
Swap 13121-002
Swap 13137-001
Swap 13152-001
Swap 13153-001
National
Currency
25,000,000
12,500,000
25,000,000
12,500,000
12,500,000
12,500,000
Eur
Eur
Eur
Eur
Eur
Eur
Economic Goal
Maturity
Bond issue of cash-flow coverage
Jun-19
Jun-19
May-21
May-21
May-21
Jun-19
2015
(346,194)
(158,448)
(454,049)
(273,507)
(154,873)
(100,737)
(1,487,808)
2014
0
Cash flows are paid and received from hedging derivative instruments
every six months:
Ref,
Trade date
Effective date
Termination date
National Amount
13121-001
13121-002
19-05-2015
21-05-2015
09-06-2019
25,000,000
19-05-2015
21-05-2015
17-05-2021
25,000,000
SWAP’S
13136-001
23-06-2015
25-06-2015
09-06-2019
12,500,000
13137-001
13152-001
13153-001
23-06-2015
25-06-2015
17-05-2021
12,500,000
30-07-2015
31-07-2015
17-05-2021
12,500,000
30-07-2015
31-07-2015
09-06-2019
12,500,000
92
REPORT AND
ACCOUNTS
2015
• Cash Flow Hedging – The Company hedges an instalment of future
interest payments on bond issues, through the allocation of interest rate
Swaps in which a fixed rate is paid and a variable rate received, with a notional of 100,000 euros. This is an interest rate risk hedge related to payments of interest at a variable rate arising from recognised financial liabilities. The hedged risk is the variable rate indexer to which interest on loans
is associated. The aim of this hedge is to transform variable interest rate
loans into a fixed interest rate. The fair value of interest rate Swaps on 31
December 2015 is - 1,487,808 euros
Loans Obtained
Non-Current and Current “Loans Obtained” are discriminated as follows:
Non-current
Obtained Financings
Bank Loans
Novo Banco
Finance leases
Debenture Loans
Commercial paper
Current
Obtained Financings
Bank Loans
Novo Banco
Finance leases
Bank overdrafts
Commercial paper
2015
2014
3,286,163
99,209,064
102,495,227
1,967,982
1,450,709
49,559,952
6,285,714
59,264,357
1,045,272
4,500,000
5,545,272
700,370
567,705
351,521
8,164,286
9,783,881
93
REPORT AND
ACCOUNTS
2015
The increase in loans obtained is justified by the issue, in May 2015, of a
new debenture loan in the amount of 50 million euros, for five years, at an
interest rate indexed to Euribor six months plus 2.95%.
They were issued to institutional investors and 20% went to international
investors. Admission to trading was requested on the regulated markets of
Euronext Lisbon and Luxembourg Stock Exchange.
Leases are described in detail in Note 10 – Leases.
Financial commitments with guarantees
On 31 December 2015, the entity has the following guarantees provided in
its portfolio:
Guarantee
N00367208
Bank
Novo Banco
Begining Date
19/05/11
Amount
2,400,000,00 €
Beneficiary
Escala Vila Franca de Xira - Sociedade
Gestora do Estabelecimento, SA
Object
Subscription agreement and Capital implementation
94
REPORT AND
ACCOUNTS
2015
Risks relating to financial instruments
Financial risks are the risk of the fair value or future cash flows of a
financial instrument varying and obtaining different results to those
expected, be they positive or negative, thereby altering the Company’s
Asset Value.
When developing its current activities, the Company is exposed to a
variety of financial risks likely to alter its asset value, which may be
grouped together into the following categories according to type:
- Market risk
- Interest rate risk
- Exchange rate risk
- Other price risks
- Credit risk
- Liquidity risk
Management of the aforementioned risks – risks occurring mainly due to
the unpredictability of financial markets – requires careful application of
a set of rules and methods approved by the Board, whose ultimate objective is to minimise their potential negative impact on the Company’s asset
value and performance.
All management is therefore focused on two main concerns:
- To reduce fluctuations in results and cash flow subject to risk
situations, whenever possible;
- Limit deviations in view of projected results through strict financial
planning based on multi-annual budgets.
As a rule, Spain does not assume speculative positions, whereby
transactions performed in relation to financial risk management are
aimed at controlling already-existing risks to which the Company is
exposed.
The Board defined risk management principles as a whole and policies
covering specific areas like foreign exchange, interest rate, liquidity and
credit risks as well as those posed by the use of derivative financial instruments and investment of surplus liquidity.
Financial risk management – including their identification and evaluation
– is conducted by the Finance Department in accordance with policies
approved by the Board.
Interest rate risk
Interest rate risks are the risk of the fair value or future cash flows of a
financial instrument varying due to changes in market interest rates,
thereby altering the Company’s Asset Value.
The Company’s exposure to the interest rate risk stems from the existence
of financial assets and liabilities contracted at the fixed or variable rate.
In the first case, the Company faces a risk of variation of the “fair value”
of these assets or liabilities when any change to market rates involves an
opportunity cost (positive or negative). In the second case, such change
has a direct impact on the amount of interest received/paid, thus causing
cash variations.
95
REPORT AND
ACCOUNTS
2015
The Company’s aim is to maintain a varied portfolio of loans granted and
obtained from fixed and variable interest rates in order to manage the
interest rate risk.
Credit risk
The credit risk is the risk of a counterparty failing to comply with its
obligations under the cover of a financial instrument, thus resulting in a
loss. The Company is subject to a credit risk regarding the following
activities:
-Operating Activity – Clients, Suppliers and Other Accounts Receiva ble and Payable;
- Financing activities – Loans Obtained.
Credit risk management for Clients and other Accounts Receivable is
carried out as follows:
- Following policies, procedures and controls established by the
Company;
- Credit limits are established for all clients based on internal evalua tion criteria;
- Each client’s credit quality is evaluated based on credit notes
supplied by external specialised entities;
- Amounts owed are regularly monitored and supplies to major clients are normally covered by guarantees.
9. government and other public entities
Accounts belonging to the Government and Other Public Entities show the
following breakdown:
Balance Receivable
Income Tax
VAT
Balance Payable
Income Tax Withholdings
Social Insurance Contribution
2015
2014
6,208,396
435,869
6,644,265
6,939,160
230,281
7,169,441
17,212
12,623
29,835
19,175
11,628
30,803
96
REPORT AND
ACCOUNTS
2015
10. leases
FINANCIAL LEASES
The Company has financial lease contracts for several items from its
Tangible Fixed Assets, included in the Statement of the Financial Position.
On 31 December 2014 and 2015, the Company maintains the following
assets in a financial leasing regime for each category:
2015
84,392
4,530,646
4,615,038
Not over one year
Over one year
2015
2014
1,045,272
3,286,163
4,331,435
567,705
1,450,709
2,018,414
2014
TANGIBLES
Land and natural resources
Buildings and other constructions
Basic Equipment
Office Equipment
All future minimum payments of the lease on the date of the Statement of
the Financial Position, divided into maturity periods, is described in detail
in the table below:
2,191,621
2,191,621
In financial years ending on 31 December 2014 and 2015, rent was paid for
lease contracts in the amount of 917,686 and 165,599 euros, respectively.
OPERATING LEASES
Operating leases in force in Spain refer to vehicles and office equipment.
In financial years ending on 31 December 2014 and 2015, costs of 19,287
and 21,867 euros, respectively, were recognised for operating lease
rents. 97
REPORT AND
ACCOUNTS
2015
11. provisions
12. INCOME TAX from the period
Transactions occurring in provisions, under each item, is shown in the
table below:
Tax expenditure is indicated in the table below:
2015
2014
Restated
(1,962,976)
(1,962,976)
(5,333,316)
(5,333,316)
Other Provisions
At 1 January 2014
Year’s Increases
Year’s Reversions
At 31 December 2014
51,485,409
3,624,104
(11,522,874)
43,586,638
At 1 January 2015
Year’s Increases
Year’s Reversions
At 31 December 2015
43,586,638
97,000
(41,180)
43,642,458
Current Tax
Income tax for the year
Deferred Tax
Timing difference
and reversal
Swaps
Reform Benefits
3,125,708
(334,757)
11,131
(323,625)
(2,286,601)
38,982
(38,982)
3,125,708
(2,207,609)
The increase in holdings in the subsidiary Manuel Guimarães, Lda.
98
REPORT AND
ACCOUNTS
2015
The amounts of Deferred Tax Assets and Liabilities recognised on the
balance sheet for each period are indicated in the table below:
Accounts Balance
2015
Deferred Tax Assets
Tax Losses
Swaps
Reform Benefits
334,757
563,472
898,229
2014
Restated Amount
574,604
574,604
2014
Amount Disclosed
-
Accounts Results Statement
2015
2014
Restated Amount
334.757
(11,131)
323,625
(3,164,690)
38,982
(3,125,708)
99
REPORT AND
ACCOUNTS
2015
Numerical reconciliation between the average effective income tax and
applicable tax rates is indicated in the table below:
Tax base
2015
Result before Taxes
Income tax in Portugal
TAX OVER NOMINAL RATE PROFIT
Non-Taxable Incomes
Taxable amount/tax loss attributed by ACE
Accounting capital gains
Deferred tax
Cancellation of the equity method
Disposal of double taxation
Excess Tax estimate
Tax refund
Reversal of impairment loss
Reversal of taxed provisions
Tax benefits
Other
16,232,566
Tax base
2014
16,525,142
21.00%
3,408,839
23.00%
463,809
23,103,730
199,929
41,180
3,380
23,348,219
1,801,899
15,473,115
34,960
550,000
2,925
129,787
17,992,686
2015
Non-deductible costs for tax effects
Donations
Fines, penalties and compensatory interest
Expenses incurred from renting a car without a driver
Non-deductible social fringe benefits
Depreciations and amortisations not accepted as expenses
Provisions beyond legal limits
Income tax and other taxes on profits
Corrections relating to previous periods
Other
2014
35,102
1,409
8,698
97,000
74,263
485,163
2,504,268
3,205,903
70,142
167
5,867
30,695
19,413
88
17,923
11,920
156,216
Tax loss/taxable income
Calculated tax
(3,909,751)
21.00%
-
(1,311,328)
23.00%
-
Separate taxation
Increase impact / Reversal of deferred taxes
Tax saving
Other
69,350
(323,625)
(2,032,326)
(2,286,601)
34,629
3,125,708
(5,367,945)
(2,207,609)
Income tax
Effective tax rate
(2,286,601)
0.00%
(2,207,609)
0.00%
100
REPORT AND
ACCOUNTS
2015
13. services supplied
14. Other income and gains
Income is discriminated as follows:
This item is broken down as indicated in the table below:
2015
Service Supply
Services
1,096,221
1,096,221
2015
650,908
650,908
Services Supplied in 2015 refer to lease of equipment and register an
increase of 445,000 euros in comparison with the previous year. This
increase is justified mainly by the Cuf Porto Hospital, Cuf Alvalade Clinic,
Cuf Descobertas and Cuf Infante Santo Hospitals.
Supplementary Income
Income and Gains in the group’s companies and associates
Disposals
Others
Excess Tax estimate
Tax Rebate
Others not specified
2015
2014
6,593
-
38,220
199,929
775,893
1,020,635
34,960
129,787
470,218
634,964
The “Others not specified” item mainly includes the office rent debited to
JMS – Supply of Administrative and Operational Services ACE. The increase compared to the previous year is justified by the increase in leased
space.
101
REPORT AND
ACCOUNTS
2015
15. personnel expenditure
16. external supply and services
Details of Personnel expenditure are indicated in the table below:
2015
Governing Bodies Member Wages
Personnel Wages
Retirement Benefits
Severance Costs
Occupational accident and professional illness insurance
Social expenditure
Other Personnel expenses
469,074
41,663
158,947
128,723
33,807
4,336
587,821
1,424,370
2014
Restatement
418,020
168,534
159,112
130,975
43,654
5,277
497,268
1,422,839
Number of people that worked for the Company on 31 December 2015 - 11
(in 2014 - 9).
Subcontracts
Specialised services
Specialised work
Advertising
Fees
Maintenance and repairs
Materials
Tools and utensils
Books and technical documentation
Office material
Articles for free distribution
Energy and Fluids
Electricity
Fuel
Travel, accommodation and transport
Travel and accommodation
Other services
Rents and leases
Communications
Insurance
Litigation and notary public fees
Representation expenses
Cleaning, hygiene and comfort
Others
2015
2014
39,649
9,662
1,550,453
1,320,959
307,802
-
2,144,268
22,890
483,373
4,456
4,041
2,260
3,052
400
5,012
1,380
-
45,002
2,898
37,613
1,342
53,700
24,647
696,434
69,502
24,867
51,890
727
4,290
2,659
4,180,585
532,742
45,095
7,401
7,859
1,065
4,031
24,817
3,357,654
102
REPORT AND
ACCOUNTS
2015
The external supplies and services item is mainly justified by “Advertising
and Propaganda” and “Rents and Leases”.
17. other expenses and losses
18. Depreciation and amortisation expenses/reversals
2015
“Other Expenses and Losses” increased by approximately 400,000 euros
compared to the previous year. This variation is mainly justified by the
“Corrections relating to previous periods” account, where the debt
pardoned for the Recovery Plan of Digihealth, S.A. was recorded.
2014
According to the chart below, depreciations and amortisations total
691,596 euros (383,143 euros in 2014):
Expenses and Losses in the group’s companies and
associates
Financial Asset Adjustment
Taxes
Others
Donations
Quotes
Insufficient Tax estimate
Fines and penalties
Nontax fines
Other Expenses and Losses
130,925
130,925
19,413
19,413
73,741
115,229
485,163
35,102
8,450
74,263
17,923
91,000
12,800
228,149
1,409
197,322
875,450
167
465,269
2015
2014
691,596
691,596
382,053
1,090
383,143
DEPRECIATION AND AMORTISATION
EXPENSES/REVERSALS
Intangible Assets
103
REPORT AND
ACCOUNTS
2015
19. interest and similar income obtained
20. interest and similar expenses supported
2015
Interest Obtained
From Deposits
From other Net Financial investments
From Loans granted to Subsidiaries
Dividends Obtained
From Other Loans granted
Other Similar Income
120,606
93,582
2,265,222
23,311,332
13
25,790,756
“Interest Obtained” mainly includes interest from supplies.
2014
160,435
513
15,102,115
Supported Interest
From Loans Obtained
From Financial Leases
Others
Other Expenses and Losses on Loans
From Loans Obtained
Others
2015
2014
3,318,688
113,629
353,780
1,817,717
23,515
-
4,629
525,573
4,316,299
5,667
586,459
2,433,358
15,263,062
The increase in “Interest supported from loans obtained” is mainly justified
by interest from the debenture loan issued in May 2015 (50 million euros).
104
REPORT AND
ACCOUNTS
2015
21. events after the date of the Statement of the
financial position
These separate financial statements were authorised for issue on 18
March 2016 by the Board of Directors.
Since 31 December 2015 until now, no relevant facts occurred other than
those already adjusted and/or disclosed in these consolidated financial
statements.
22. disclosure required due to legal documents
As required by point 5, article 66 of the Commercial Companies Code
(CSC), no operations are excluded from the Statement of the Financial
Position, whereby the respective type, commercial objective, financial
impact or risks and benefits have to be disclosed.
The Certified Accountant
The Board
105
REPORT AND
ACCOUNTS
2015
7.3. Statutory and Auditor’s
Report
Introduction
1.In compliance with the applicable legislation, we hereby present our
Statutory Audit and Auditor’s Report on the Management Report and
financial statements enclosed for the year ending on 31 December 2015
for José de Mello Saúde, S.A.. These includes: the Statement of Financial
Position on 31 December 2015 (which shows a total of 222,029,638 euros
and a total equity of 63,067,867 euros, including a net income of 18,519,167
euros), the Statement of Income by Nature, the Income and Other
Comprehensive Income Statement, the Statement of Changes in Equity
and Statement of Cash Flows of the year ending on that date, as well as
the corresponding Notes to the Financial Statements.
Responsibilities
2. The Board is responsible for:
a) preparation of financial statements showing the true and appropriate
financial position of the Company, the income and other comprehensive
income of its operations, the changes in equity and cash flows;
b) preparation of historical financial information in accordance with
International Financial Reporting Standards as adopted by the European
Union, that is complete, true, timely, clear, objective and licit, as required
by the Securities Code;
c) adoption of adequate accounting policies and criteria;
d) maintenance of an appropriate internal control system;
e) information on any relevant fact that has influenced its activity, financial
position or its income and other comprehensive income.
3. Our responsibility is to audit the financial information contained in
these documents, to ascertain if it is complete, accurate, current, clear,
objective, and compliant with applicable regulations established by
the Securities Code with the objective of expressing a professional and
independent opinion, on such information, based on our audit.
106
REPORT AND
ACCOUNTS
2015
Scope
4. Our audit was conducted in accordance with the Auditing and Technical
Standards issued by the Institute of Statutory Auditors, which is required
to be planned and performed with the objective of obtaining an acceptable
level of assurance as to whether the financial statements are free of
relevant material misstatements. As such, our audit included:
- verification, on a test basis, of the information underlying the figures and
its disclosures contained therein, and an assessment of the estimates,
based on the judgements and criteria defined by the Board of Directors/
Management, used in their preparation;
- assessment as to whether the accounting policies adopted and their
disclosure are appropriate, under the circumstances;
- verification of the appropriateness of the going concern principle;
- assessment as to whether the overall presentation of the financial
statements is reasonable;
- assessment as to whether the financial information is complete, accurate,
current, clear, objective and compliant.
5. Our examination also covered the verification of the financial
information consistency in the Management Report, with the other
documents comprising the financial statements, as well as the
verifications set out in paragraphs 4 and 5 of Article 451 of the
Commercial Companies Code.
6. We believe that this examination provides an acceptable basis for the
expression of our opinion.
Opinion
7. In our opinion, the financial statements referred to above, present a
true and fair view, in all material respects, of the financial position of
José de Mello Saúde, S.A. on 31 December 2015 the income and other
comprehensive income of its operations, changes in equity and cash
flows for the year then ended in conformity with International Financial
Reporting Standards as endorsed by the European Union, and the
information therein is complete, accurate, current, clear, objective
and compliant.
107
REPORT AND
ACCOUNTS
2015
Report on other legal requirements
8. It is also our opinion that the financial information presented in the
Management Report is in agreement with the financial statements for the
period and that point 8.4 – Information on the Shareholding Structure,
Organisation and Corporate Governance –, included in the Annual Report,
satisfies the requirements of Article 245 – A of the Securities Code.
Lisbon, 1 April 2016
Ernst & Young Audit & Associados – SROC, S.A.
Sociedade de Revisores Oficiais de Contas (No. 178)
Represented by:
Represented by:
Paulo Jorge Luís da Silva (ROC No. 1334)
108
REPORT AND
ACCOUNTS
2015
7.4. Board of Auditors’ Report
and Opinion 2015
Dear Shareholders,
We would like to present you with the Report and Opinion on the
individual and consolidated accounts and the individual and consolidated
management report for José de Mello Saúde, S.A., for the year ending on
31 December 2015.
During the financial year and as part of our appointed duties, we carried
out, with satisfactory results and with the frequency and extent deemed
most adequate, a general audit of all accounting procedures, as well as
surveys of their corresponding records and other probative elements.
With regard to internal controls and risk assessment, the Audit Board
regularly interacted with several of the company’s departments, such
as internal audit board, financial management, strategic planning,
management and innovation control and organisational development and
quality, where it obtained all explanations and reassurance considered
necessary.
We positively report the marked improvement in the net worth of the
company either in individual or in consolidated terms. Also worthy of
mention is the increase in the company’s balance sheet to over 478
million euros, which was partly due to the increase in the consolidation
perimeter through the purchase of an hospital in Santarém. The gross
debt decreased 10.1 million euros in comparison with 2014, which is
justified by reimbursement of consolidated mutual benefits from Novo
Banco and partial amortisation of real estate leases held by Imo Health.
Despite the reduction of the gross debt, the net debt increased by 26.6
million euros due to the purchase of land for the new Hospital in Lisbon
and the Santarém Hospital, which implied a reduction in cash. The
financial leverage ratio, namely D/EBITDA, increased to 2.0x (1.8x in 2014).
Financial autonomy increased to 17.0% in comparison with 2014 due to the
reinforcement of consolidated equity.
The report of Board of Directors explains the orientation of the policy
followed by the Company during the year as well as the activities
proposed for 2016.
The Financial Position Statement, Income and Other Comprehensive
Income Statements, Changes in Equity Statement, Cash Flow Statement
and respective Annex comply with legal requirements, and show the
position of accounting records at the end of the year as well as the
Company’s financial position.
109
REPORT AND
ACCOUNTS
2015
As required from us, we verified the terms of the Legal Certification of
Accounts, issued by the Statutory Auditor, and concluded that its content
merits our agreement.
On this basis, we understand that the documents mentioned above, when
read as a whole, provide us with a good understanding of the financial
situation of José de Mello Saúde, S.A. on 31 December 2015, and satisfy
legal and statutory provisions.
We are therefore of the opinion that:
5. The Consolidated Financial Position Statement, the Consolidated Income
and Other Comprehensive Income Statements, Consolidated Changes in
Equity Statement, the Consolidated Cash Flows’ Statement and Consolidated Notes meet the applicable legal and accounting requirements;
Finally, we would like to thank the Management and all Employees in the
service of the Company who we contacted, for all the cooperation we
received when performing our duties.
1. The proposal to distribute profits contained in the 2015 Management
Report meets the requirements of the Commercial Companies Code;
2. The 2015 Management Report meets the requirements of the Commercial
Companies Code;
The Audit Board
3. The published report includes the elements listed in article 245-A of the
Securities Code on the structure and practices of corporate governance;
Chairman
4. The Financial Position Statement, the Income and Other Comprehensive
Income Statements, Changes in Equity Statement, Cash Flows’ Statement
and Annex of the financial year of 2015 meet the applicable legal and
accounting requirements;
João Filipe de Moura-Braz Corrêa da Silva
Member
Member
110
REPORT AND
ACCOUNTS
2015
8.CONSOLIDATED
FINANCIAL INFORMATION
REPORT AND
ACCOUNTS
2015
8.1.CONSOLIDATED
FINANCIAL
STATEMENTS
on 31 December 2015
(Amounts in Euros)
Notes
Non-current assets:
Goodwill
Intangible assets
Investment properties
Investments in associates
Other investments
Deferred tax assets
Other non-current assets
Total non-current assets
Current assets:
Inventories
Trade receivables and advances to suppliers
Other current debtors
State and other public entities
Other current assets
Total current assets
Non-current assets held for sale
TOTAL ASSETS
15
16
17
18
19
20
21
7 e 22
23
24
25
21
26
5
31/12/15
31/12/14
Restated
01/01/14
Restated
32,808,529
11,448,091
167,033,259
69,825
3,268,747
311,628
3,178,936
8,296,945
226,415,959
31,926,000
13,845,081
129,463,948
4,033,056
66,200
2,556,935
8,296,945
190,188,164
36,368,635
15,588,807
78,058,487
5,227,841
70,859
4,877,322
8,296,945
148,488,896
8,930,011
87,689,081
10,595,019
7,342,073
54,251,333
83,476,796
252,284,312
7,248,759
72,122,683
8,661,415
7,604,466
38,777,057
120,173,190
254,587,571
7,141,366
61,847,583
7,819,286
7,265,282
30,289,657
91,600,330
205,963,504
76,416
13,814,393
-
478,776,687
458,590,128
354,452,400
112
REPORT AND
ACCOUNTS
2015
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AT 31 DECEMBER 2015
(Amounts in Euros)
Notes
31/12/15
31/12/14
Restated
01/01/14
Restated
53,000,000
14,350,000
3,430,501
(15,113,286)
21,893,940
77,561,156
3,708,111
81,269,266
53,000,000
14,350,000
2,495,813
(32,978,803)
16,282,941
53,149,951
3,577,537
56,727,488
53,000,000
14,350,000
1,560,932
(44,910,593)
24,000,339
3,227,233
27,227,571
115,027,134
58,919,624
1,762,373
12,974,908
1,487,808
190,171,848
105,649,914
70,852,585
1,954,488
12,759,637
67,589,939
25,967,842
2,075,908
12,243,182
191,216,624
107,876,870
27,695,473
10,460,085
86,184,115
18,616,687
7,250,907
57,128,305
207,335,573
33,348,661
12,353,257
74,964,533
17,532,413
8,310,976
52,542,322
199,052,161
65,672,065
10,992,199
76,843,630
12,071,294
6,850,610
46,918,159
219,347,958
-
11,593,855
-
TOTAL LIABILITIES
397,507,421
401,862,640
327,224,828
TOTAL EQUITY AND LIABILITIES
478,776,687
458,590,128
354,452,400
Equity:
Share capital
Additional capital paid in
Legal reserve
Other reserves and retained earnings
Consolidated net income
Equity attributable to shareholders
Non-controlling interests
Total equity
Non-current liabilities:
Borrowings
Finance lease creditors
Employee benefits
Provisions
Other non-current liabilities
Non-current liabilities
The accompanying notes form an integral part of the
consolidated statement of financial position as at 31
December 2015.
The Chartered Accountant | The Board of Directors
Current liabilities:
Borrowings
Finance lease creditors
Trade payables and advances from clients
Other current creditors
Other current liabilities
Total current liabilities
Liabilities directly related to assets
non-current held for sale
27
28
29
30
31
32 and 33
33
37
30
31
34
25
35
36
5
113
REPORT AND
ACCOUNTS
2015
CONSOLIDATED INCOME AND OTHER COMPREHENSIVE INCOME STATEMENT
Of the financial year ended 31 December 2015
(Amounts
in Euros)
31/12/14 Restated
Ongoing operations
Operating income:
Sales and services rendered
Other operating income
Total operating income
Operating costs:
Cost of sales
External supplies and services
Personnel costs
Amortisations and depreciations
Provisions and impairment losses, net
Other operating costs
Total operating costs
Operating profit
Financial expenses and losses
Financial income and gains
Profit/loss of associates
Profit/loss of investment activities
Financial results
Pre-tax profit
Income tax
Consolidated net profit for the year
Ongoing
Discontinued
Operations
Operations
551,659,291
8,516,064
560,175,355
507,032,515
7,374,493
514,407,008
17,011,953
639,072
17,651,026
524,044,468
8,013,565
532,058,034
7
8
9
17
33
10
(104,571,627)
(214,,079,381)
(172,859,576)
(22,793,301)
1,471,945
(5,168,692)
(518,000,632)
(93,900,917)
(198,451,972)
(161,533,232)
(21,037,940)
(1,063,032)
(3,651,397)
(479,638,490)
(1,323,649)
(9,922,681)
(4,260,141)
(1,916,282)
348,548
(528,046)
(17,602,251)
(95,224,566)
(208,374,652)
(165,793,373)
(22,954,221)
(714,484)
(4,179,443)
(497,240,741)
5
42,174,723
34,768,518
48,775
34,817,293
11
11
11
11
5
(11,683,759)
1,010,733
363,658
(130,926)
(10,440,293)
(10,616,161)
1,669,728
326,679
(19,414)
(8,639,168)
(336,527)
9,484
(327,042)
(10,952,688)
1,679,212
326,679
(19,414)
(8,966,210)
5
31,734,429
26,129,350
(278,267)
25,851,083
12
(9,510,192)
(8,956,763)
(76,090)
(9,041,853)
22,224,237
17,163,587
(354,357)
16,809,230
Notes
31-12-2015
5 and 6
5 and 6
Total
114
REPORT AND
ACCOUNTS
2015
CONSOLIDATED INCOME AND OTHER COMPREHENSIVE INCOME STATEMENT
Of the financial year ended 31 December 2015
(Amounts in Euros)
31/12/14 Restated
Ongoing
Discontinued
Operations
Operations
-
(354,357)
354 357
-
29
330,297
526,290
-
526,290
5
21,893,940
16,282,941
-
16,282,941
17
37
5,341,597
(1,487,808)
3,853,789
13,544,317
13,544,317
-
13,544,317
13,544,317
26,078,026
30,353,547
-
30,353,547
330,297
526,290
-
526,290
25,747,729
29,827,258
-
29,827,258
Notes
Discontinued operations:
Net profit for the year of discontinued operations
Net profit for the year attributable to non-controlling interests
Net profit for the year attributable to equity holders
Other items of Comprehensive Income:
Changes in the equity of associates
Fair value of financial assets available for sale
Consolidated comprehensive income
Comprehensive income for the year attributable to non-controlling interests
29
Comprehensive income for the year attributable to equity holders
Earnings per share:
Basic
Diluted
14
14
31-12-2015
2.07
2.07
Total
1.54
1.54
115
REPORT AND
ACCOUNTS
2015
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Of the financial years ended 31 December 2015 and 2014
(Amounts in Euros)
Balance at 1 January 2014
Restatement effects
Balance at 1 January 2014 (Restated)
Appropriation of consolidated net profit for 2013:
Transfer to retained earnings
Dividends paid out
Changes resulting from change of equity in associates
Acquisition of non-controlling interests
Capital decrease
Other
Restatement effects
Other income and gains recognised in equity:
Disposal of financial assets available for sale
Total comprehensive income for the year
Balance at 31 December 2014 (Restated)
Other Reserves
Share
Additional
Capital
Capital Paid In
53,000,000
53,000,000
14,350,000
14,350,000
1,560,932
1,560,932
-
-
-
Legal Reserve
and Retained
Net Non-controlling
Total
Profit
Interests
(55,880,346)
(1,650,588)
(57,530,934)
12,620,342
12,620,342
3,277,233
3,277,233
28,878,160
(1,650,588)
27,227,571
934,881
-
11,685,461
269
32,773
(713,203)
2,516
-
(12,620,342)
(120,129)
(982,832)
806,847
-
(982,832)
269
32,773
93,644
2,516
(120,129)
-
-
-
16,403,070
526,290
16,929,359
-
-
-
13,544,317
13,544,317
16,403,070
526,290
13,544,317
30,473,676
53,000,000
14,350,000
2,495,813
(32,978,803)
16,282,941
3,577,537
56,727,488
Earnings
116
REPORT AND
ACCOUNTS
2015
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(Amounts in Euros)
Balance at 31 December 2014 (Restated)
Appropriation of consolidated net profit for 2014:
Transfer to retained earnings
Transfer to legal reserve
Dividends paid out
Acquisition of non-controlling interests
Other income and gains recognised in equity:
Fair value of financial assets available for sale
Total comprehensive income for the year
Balance at 31 December 2015
Other Reserves
Share
Additional
Net
Net
Capital
Capital Paid In
Profit
Profit
53,000,000
14,350,000
2,495,813
(32,978,803)
16,282,941
3,577,537
56,727,488
-
-
934,688
-
15,348,252
(1,207,903)
(147,158)
18,536
(15,348,252)
(934,688)
-
(181,257)
71
(18,536)
(1,389,160)
(147,087)
-
-
-
-
-
21,893,940
330,297
22,224,237
-
-
-
5,341,597
(1,487,808)
3,853,789
21,893,940
330,297
5,341,597
(1,487,808)
26,078,026
53,000,000
14,350,000
3,430,501
(15,113,286)
21,893,940
3,708,111
81,269,266
Legal Reserve
and Retained
Earnings
Total
The accompanying notes form an integral part of the consolidated statement of changes in equity for the financial year ended 31 December 2015.
117
REPORT AND
ACCOUNTS
2015
CONSOLIDATED CASH FLOW STATEMENTS
(Amounts in Euros)
Notes
OPERATING PROFIT
Cash receipts from clients
Cash paid to suppliers
Cash paid to employees
Income tax received/paid
Other cash receipts/payments relating to operating activities
Net cash from operating activities (1)
INVESTMENT ACTIVITIES:
Financial assets and other investments
Dividends
Payments regarding:
Financial assets and other investments
Intangible assets
Net cash from investment activities (2)
2015
2014
530,081,393
(318,307,881)
(172,130,342)
(8,974,402)
2,651,585
493,489,621
(301,173,293)
(157,742,143)
(2,449,770)
3,756,846
33,320,354
35,881,261
7,684,204
88,087
622,610
507,058
8,901,960
1,258,700
60,108,560
2,289,407
248,113
63,904,780
(15,213,081)
(33,277,481)
(641,429)
(49,131,991)
(40,230,031)
(17,500)
(57,253,817)
(769,482)
(58,040,799)
5,863,981
118
REPORT AND
ACCOUNTS
2015
CONSOLIDATED CASH FLOW STATEMENTS
(Amounts in Euros)
Notes
FINANCING ACTIVITIES:
Borrowings
Borrowings to group companies
Others
Payments regarding:
Borrowings
Borrowings to group companies
Payment of finance lease liabilities
Interest and similar expenses
Dividends paid and profit distributed
Others
Net cash from financial activities (3)
Changes in cash and equivalents (4)=(1)+(2)+(3)
Effect of change in consolidation perimeter
Cash and cash equivalents at the start of the period
Cash and cash equivalents at the end of the period
26
26
2015
2014
203,233,120
5,875,798
1,284,755
210,393,674
108,176,664
43,668,656
153,656
151,998,976
(197,855,919)
(5,979,258)
(20,957,655)
(12,044,196)
(1,389,086)
(2,047,202)
(240,273,316)
(29,879,642)
(96,464,314)
(43,134,687)
(10,232,409)
(16,236,011)
(985,346)
(167,052,767)
(15,053,790)
(36,789,319)
92,925
120,173,190
83,476,796
26,691,451
1,881,409
91,600,330
120,173,190
The accompanying notes form an integral part of the consolidated cash flow statement for the financial year ended 31 December 2015.
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8.2. NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
2. ACCOUNTING POLICIES
on 31 December 2015
The consolidated financial statements have been prepared on a going
concern basis from the accounting books and records of the companies
included in the consolidation (Note 3), adjusted in the consolidation
process, when necessary, in order to agree with the provisions of the
International Financial Reporting Standards (“IFRS”) adopted by the
European Union and effective for years beginning on 1 January 2015. The
IFRS issued by the International Accounting Standards Board (“IASB”),
the International Accounting Standards (“IAS”) issued by the International
Accounting Standards Committee (“IASC”) and respective interpretations
– IFRIC and SIC, issued by the International Financial Reporting
Interpretation Committee (“IFRIC”) and Standing Interpretation Committee (“SIC”), respectively, are deemed to form part of those standards.
Hereinafter, this set of standards and interpretations shall be generally
referred to as “IFRS”.
(Amounts in euros)
1. INTRODUCTION
José de Mello Saúde, S.A. (“Company” or “JMS”) has its registered office in
Lisbon. It was incorporated in December 1992 with the core business of the
provision of healthcare, particularly in the area of private healthcare,
public-private partnerships, the provision of services in the area of medicine, occupational health and hygiene, and also providing home-based
healthcare. The corporate universe of JMS (“Group” or “JMS Group”) is
formed of the subsidiaries, associates and jointly controlled entities
described in Note 3.
The Company’s share capital, as stated in Note 27, is majority-owned by
José de Mello, SGPS, S.A. its parent company that publishes consolidated financial statements complying with International Financial Reporting
Standards (“IFRS”) and, consequently, the operations and transactions of
JMS Group (Note 40) are influenced by the decisions of the José de Mello
Group.
2.1. Basis of presentation
2.1.1. New standards and interpretations applying in the 2014 financial
year
As a result of endorsement by the European Union (EU), the following
issues, revisions, amendments, and improvements of Standards and
Interpretations took effect from 1 January 2015:
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IFRIC 21 – Rates
This interpretation is applicable to payments imposed by government
entities, which are not covered by other standards, including fines and
other penalties due to non-compliance with the law. The interpretation
clarifies that: (i) a liability should be recognised when the activity triggering payment occurs as seen in the relevant law (ii) a gradual increase in
responsibility must be made over time if the activity triggering payment
also occurs over time according to the relevant law and (iii) if payment is
only triggered when a minimum limit is reached, no liability should be
recognised until such minimum is reached.
These improvements involve clarification of some aspects related to
|Standards IFRS 3 – Business combinations (it updates the exception
regarding the application of the standard to “Joint Agreements” and clarifies that also “Joint Transactions” not just “Joint Ventures” are outside the
scope of IFRS 3 Standards. This exclusion only refers to the accounting of
the contractual agreement in the financial statements of the Joint agreement itself), IFRS 13 – Fair value measurement (it amends paragraph 52 in
the sense that if the exception applicable to the portfolio starts to include
other contracts within the scope, or rather, accounted for in accordance
with IAS 39 or IFRS 9, irrespective of whether or not they satisfy the
definition of financial assets or liabilities under the terms of IAS 32) and
IAS 40 – Investment properties (it clarifies that, in light of IFRS 3, it must
be determined whether a given transaction is a business combination or
purchase of assets rather than the description provided in IAS 40 with
regard to support services. This description allows a property to be classified as investment or occupied by the owner).
2.1.2 New standards and interpretations already issued but not yet effective
There are new standards, interpretations and amendments of existing
standards, despite having already been published, they are only mandatory for the periods starting after 1 January 2016, which the Group
decided not to early adopt in the current period, as follows:
a) Already endorsed by European Union:
These improvements involve the clarification of some aspects related to
IFRS 2 – Shared-based payment, IFRS 3 – Business combinations, IFRS 8
– Operating segments, IAS 16 – Tangible fixed assets, IAS 38 – Intangible
assets and IAS 24 – Related party disclosures.
IAS 19 R – Employee benefits – Employee contributions
This amendment is applicable to employee or third party contributions
for defined benefit plans. It simplifies the accounting of contributions
that are independent of the number of years of employee service, so that
they are a fixed amount during the service period or an amount that
depends on the employee’s age. Such contributions are henceforth
recognised as a reduction in the cost of the service in the period in which it
is supplied.
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IAS 16 and IAS 41 – Plants producing agricultural products
Amendments to IAS 16 – Tangible fixed assets and IAS 41 – Agriculture
amend the former, which henceforth includes biological assets defined as
plants generating agricultural products (e.g. fruit trees). Agriculture
exemplified in plants generating agricultural products (e.g. fruit that grows
on a tree) will remain a part of IAS 41. As a result of the amendments,
plants producing agricultural products become subject to all recognition
requirements and measures of IAS 16, including the choice between the
cost and revaluation model. Government subsidies for these plants are
henceforth accounted for under IAS 20 instead of IAS 41.
IFRS 11 – Joint arrangements
Amendments require an entity to enter into joint business arrangements, apply, according to its quota part, all business combination principles
contained in IFRS 3 – Business Combinations and other IFRS that do not
interfere with IFRS 11 and disclose the corresponding information on
business combinations required by such standards.
Amendments are also applicable if the entity has contributed with a
business deal when establishing a joint arrangement.
If an additional share in a joint business arrangement is acquired, the share
previously owned must not be remeasured if the operator maintains control.
IAS 16 and IAS 38 – Clarification of methods used to calculate permitted
depreciation and amortisation
The amendments clarify that the principle in the standards states that
revenue reflects a pattern of economic benefits that are generated from
operating a business rather than the economic benefits that are consumed through use of the asset. As a result, the ratio of revenue generated
to total revenue expected to be generated cannot be used to depreciate
property, plant and equipment and may only be used in very limited
circumstances to amortise intangible assets.
IAS 27 – Consolidated and separate financial statements
The amendments reinstate the equity method as an accounting option for
measuring investments in subsidiaries and associates in separate financial
statements. The measurement options of IAS 27 to recognise investments
in subsidiaries, joint ventures and associates are now: (i) cost, (ii) in accordance with IFRS 9 (or IAS 39) or (iii) equity method, whereby the same
accounting should be applied for each category of investments.
As a result, IFRS 1 – First-time Adoption of International Financial Reporting Standards to enable an entity adopting IFRS for the first time to use
the equity method as the basis for preparing its separate financial statements and also enjoy the exemption applied to business combinations on
initial measurement of investment.
IAS 1 – Disclosure initiative
This amendment introduces a set of indications and guidelines on Materiality, Information to be included in financial statements, Note Structure
and Disclosure with a view to improving and simplifying disclosure in the
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context of current IFRS report requirements.
These improvements involve the clarification of some aspects related to
IFRS 5 – Non-current assets held for sale and discontinued operations,
IFRS 7 – Financial instruments: Disclosures, IAS 19 – Employee benefits
and IAS 34 – Interim financial Reporting standard.
These standards, although approved (“endorsed”) by the European Union,
were not adopted by the company for the period ended at 31 December
2015, because its applications is not yet mandatory. No significant impacts are expected in the financial statements resulting from the adoption of
the standards.
There are no standards already endorsed that only become effective after
2016 and whose early application is not permitted.
b) Not yet endorsed by the European Union:
The following standards, interpretations, amendments and revisions have
not been approved (“endorsed”), by the European Union, at the date of
approval of these financial statements:
Standard
Effective date
• IFRS 9
Financial instruments
1 January 2018
• IFRS 10 and IAS 28
Sales or contributions of assets between an investor
and its associate or joint venture
1 January 2016
• IFRS 10, IFRS 12 and IAS 28
Investment entities: applying the consolidation exception
1 January 2016
• IFRS 14
Regulatory deferral accounts
1 January 2016
• IFRS 15
Revenue from contracts with customers
1 January 2017
Up to the date of issuing this report, the Group had not yet concluded the
estimate of the effects of changes arising from the adoption of these
standards, for which it decided not to early-adopt them. However, no
material effect is expected in the financial statements as a result of their
adoption.
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2.2. Changes in accounting policies
During the year ending on 31 December 2015, no voluntary changes occurred to accounting policies, in relation to those considered when preparing
financial information for 2014.
tions used in the valuation of deferred taxes, valuation of goodwill and
useful lives of tangible, intangible assets and investments.
2.3. Critical judgments/estimates
With the exception of the following paragraph, no errors or omissions from
previous periods were detected in the current year.
Those estimates are based on the best knowledge available at any time
and on the actions that are planned, and they are constantly revised
based on the available information. Changes in facts and circumstances
may lead to the revision of estimates, so the actual results in the future
may differ from those estimates.
In January 2016, JMS took out a lifelong income insurance policy on its
behalf that allows for compliance with a contract existing since the year
2000, where it took responsibility for guaranteeing lifelong income payments to an employee who reached Social Security retirement age on 1
January 2016. The commercial premium paid on 28 January 2016 to the
Fidelidade insurance company amounted to 2,504,322 euros. The Board of
Directors believes that the aforementioned contract was not duly recognised in previous year Financial Statements, which resulted in correction
of the negative impact in retained earnings in the amount of 1,770,718
euros. Therefore, as the aforementioned expense was not recognised at
the appropriate time, comparisons are restated in accordance with IAS 19,
as follows:
The preparation of financial statements in accordance with the principles
of recognition and measurement of IFRS requires that the Board of
Directors make judgments, estimates and assumptions that may affect
the value of assets and liabilities presented, in particular amortisation and
depreciation, adjustments, impairment losses and provisions, disclosures
of contingent assets and liabilities at the date of the financial statements,
as well as the income and expenses.
Significant estimates and assumptions made by the Board of Directors in
preparing these financial statements include, in particular, the assump-
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Effect of restatement at 1 January 2014
Detail of adjustments made to equity at 1 January 2014
Realeased
Restated
Impact of
Amount
Amount
Restatement
Impact on assets at 1 January 2014
Deferred tax assets
4,341,701
4,877,322
535,621
Total assets at 1 January 2014
4,341,701
4,877,322
535,621
01-01-2014
Recognition of Retirement Benefits
Deferred Tax
2,186,210
(535,621)
1,650,588
Effect of restatement at 31 December 2014
Impact on equity at 1 January 2014
(43,260,004)
(44,910,593)
(1,650,588)
Total equity at 1 January 2014
(43,260,004)
(44,910,593)
(1,650,588)
Impact on liabilities at 1 January 2014
4,664,400
6,850,610
2,186,210
Total liabilities at 1 January 2014
4,664,400
6,850,610
2,186,210
The amount of Equity disclosed on 1 January 2014 includes application of
the 2013 Consolidated net profit.
Realeased
Restated
Impact of
Amount
Amount
Restatement
Impact on assets at 31 December 2014
Deferred tax assets
1,982,331
2,556,935
574,604
Total assets at 31 December 2014
1,982,331
2,556,935
574,604
Impact on equity at 31 December 2014
Consolidated Income
(31,328,214)
16,403,070
(32,978,803)
16,282,941
(1,650,588)
(120,129)
Total equity at 31 December 2014
(14,925,144)
(16,695,862)
(1,770,718)
Impact on liabilities at 31 December 2014
5,965,654
8,310,976
2,345,321
Total liabilities at 31 December 2014
5,965,654
8,310,976
2,345,321
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2.4. Consolidation principles
Detail of adjustments made to equity at 31 December 2014
31-12-2014
Recognition of Retirement Benefits
Deferred Tax
159,112
(38,982)
120,129
Effect of restatement on results as of 31 December 2014
Realeased
Restated
Impact of
Amount
Amount
Restatement
(165,634,261)
2,281,405
(165,793,373)
2,320,387
(159,112)
38,982
(163,352,856)
(163,472,986)
(120,129)
Impact on results (period ended 31
December 2014:
Personnel Costs
Deferred Tax
Net profit for the year ended December 31, 2014
a) Controlled companies
The consolidation of controlled companies (Note 3.1) in each accounting
period was done by the full consolidation method. Control is considered to
exist when the Group is exposed, or has rights, to variable returns as a
result of its involvement with the subsidiary company and it has the
capacity to affect those returns through its power over the subsidiary
company (i.e., rights that currently give it the capacity to manage the
relevant activities of the subsidiary company).
Third party participation in equity and net income of such companies is
reported separately on the consolidated statement of financial position
and consolidated income statement, respectively, under the “Non-controlling interests” items.
When the losses attributable to non-controlling interests exceed the
non-controlling interest in the subsidiary’s equity, the Group absorbs that
excess and any further losses, except when the non-controlling interests
have an obligation to and are capable of covering such losses. If the
subsidiary subsequently reports profits, the Group appropriates all the
profits until the minority share of losses previously absorbed by the Group
has been recovered.
The results of subsidiaries acquired or disposed of during the period are
included in the consolidated income statement from the date of acquisition to the date of their disposal.
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Significant transactions and balances between controlled companies
were eliminated in the consolidation. Capital gains arising from the disposal of subsidiaries to within the Group are also eliminated.
Whenever necessary, adjustments are made to the financial statements
of controlled companies in order to standardise the respective accounting
policies with those of the Group.
In situations where the Group has, in substance, control over other entities created for a special purpose, even if it has no direct shareholdings in
these entities, these are consolidated by the full consolidation method.
b) Business combinations and goodwill
Business combinations, in particular the acquisition of subsidiaries, are
recorded using the purchase method. The acquisition cost corresponds to
the sum of fair values, at the transaction date, of the assets obtained, the
liabilities incurred or taken on, and equity instruments issued in exchange
for control of the acquiree.
Identifiable assets, liabilities and contingent liabilities of a subsidiary that
meet the recognition criteria of IFRS 3 are measured at fair value on the
acquisition date, except for non-current assets (or asset groups) that are
classified as held for sale.
Any excess of the cost of acquisition over the fair value of the identifiable
net assets is recorded as goodwill. Goodwill is recorded as an asset and is
not amortized. It is reported separately on the statement of financial
position. The goodwill values are annually subject to impairment tests, or
whenever there are indications of loss of value. Any impairment loss is
immediately recognised as an expense on the income statement of the
period and it cannot be subsequently reversed.
Where the cost of acquisition may be less than the fair value of the identifiable net assets, the difference is recorded as a gain in the income statement of the period in which the acquisition occurs.
On disposal of a subsidiary, the related goodwill is included in determining
the capital gain or loss.
The interests of shareholders who are not controlled are presented
according to their proportion of the fair value of the identified assets and
liabilities.
c) Investments in associates
An associate is an entity over which the Group exercises significant
influence. Significant influence is the power to join in decisions on operational and financial policies but it is not control or joint control, as defined
in the point a) above.
Those investments (Notes 3.2 and 18) are accounted for using the equity
method, except when they are classified as held for sale, which is when
they are initially recorded at the acquisition cost, plus or minus the
difference between that cost and the value of the equity of those
companies proportionally held, as at the acquisition date or the date of
first application of the equity method. Goodwill in relation to the associate
is included in the value of the financial investment and is not individually
tested.
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According to the equity method, investments are periodically adjusted, for
the amount corresponding to the shareholding in the profits of associates,
under gains or losses in associates (Note 11), and for other changes in their
equity, under other reserves, as well as through the recognition of impairment losses.
Losses in associates in excess of the investment in these entities are not
recognised, unless the Group has made commitments to that associate.
Moreover, dividends received from these companies are recorded as a
reduction in the value of the investment.
Unrealised gains on transactions with associates are eliminated in proportion to the Group’s interest in the associate, reported against the investment in that associate. Unrealised losses are similarly eliminated but only
to the extent that the loss does not show that the transferred asset is in a
situation of impairment.
2.5. Revenue and accruals
Revenue from sales is recognised on the income statement when the
following conditions are met:
- The Group has transferred to the buyer the significant risks and rewards of ownership of the assets;
-The Group does not retain continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
-The amount of revenue can be reliably measured;
-It is probable that the economic benefits associated with the transac-
tion flow to the Group;
-The costs incurred or to be incurred in respect of the transaction may be reliably measured.
The sales are recognised net of taxes, discounts and other costs incurred
to realize the fair value of the amount received or receivable.
The income arising from services rendered is recognised in the income
statement in the period in which they are provided.
Interest and financial income are recognised in accordance with the principle of accruals and according to the effective interest rate applying.
Costs and income are accounted for in the period to which they relate,
regardless of the date of payment or receipt. Costs and income for which
the actual amounts are not known are estimated.
Costs and income imputable to the current period and which have expenses and revenues that will only occur in future periods, as well as expenses and revenues that have already occurred, but which relate to future
periods and which will be attributed to the profit/loss of each of those
periods in the corresponding value, are recorded under the Other current
assets and Other current liabilities items.
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2.6. Operating profit
The results of operations include all costs and income from operations,
whether recurring or not, including those related to restructuring and
tangible and intangible assets. They also include gains or losses obtained
in the sale of companies consolidated using the full consolidation method.
Hence, net financing costs, profits obtained from associates and other
financial investments, and income taxes are excluded from the operating
profit.
2.7. Financing costs
Borrowing costs are recognised on the income statement of the period in
which they occur.
The financial charges on borrowings directly related to the acquisition,
construction or production of tangible fixed assets that take a substantial
period of time to be prepared for the intended use are capitalized, forming
part of the cost of the asset. The capitalisation of these expenses begins
after the start of preparation of the construction activities or development of the asset and is interrupted after the start of the use or end of
production or construction of the asset or over periods in which development of the asset is interrupted. Any income generated by borrowings
obtained in advance and which may be allocated to a specific investment
is deducted from the financial costs eligible for capitalisation.
2.8. Income tax
Income tax for the period is calculated based on the taxable results of the
companies included in the consolidation and it considers deferred taxation.
The current income tax is calculated based on the taxable income (which
differs from accounting income) of the companies included in the consolidation, in accordance with the tax rules in force at the registered office of
each Group company.
According to current legislation, tax returns are liable for review and
correction by the tax authorities for a period of four years (five to ten
years for Social Security, depending on the application of the transition
scheme). Accordingly, the tax returns of the Group for the years 2012 to
2015 may still be reviewed, although the Company believes that any
adjustments resulting from tax revisions to those tax documents will have
no significant impact on the referred financial statements as at 31 December 2015.
The Group recognises deferred taxes in accordance with the requirements
of IAS 12 – Income Taxes, as a way of adequately accruing the tax effects
of its operations, and to exclude distortions related to the criteria of a
fiscal nature that impact on the economic results of certain transactions.
Deferred tax assets are recognised when there is reasonable assurance that future taxable profit may be achieved against which those assets
can be deducted. Deferred tax assets are reviewed annually and reduced
when it is no longer probable that they may be used. The value of deferred
tax is determined by applying the tax rates (and laws) enacted or substan-
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tively enacted at the reporting date and which are expected to apply in
the period of realisation of the Deferred Tax Asset. According to legislation
in force, the corporate income tax rate of 21% is considered in Portugal,
and a 1.5% municipal surtax, in situations not related to tax losses, on the
temporary differences that gave rise to deferred tax assets or liabilities.
2.9. Earnings per share
Basic earnings per share is calculated by dividing the profit attributable
to ordinary shareholders of the parent company by the weighted average
number of ordinary shares in circulation during the period.
The diluted income per share is equal to the basic income as there is no
interest on convertible preference shares nor options on shares.
2.10. Intangible assets, excluding goodwill
Intangible assets (excluding goodwill) basically comprise the expenses incurred in specific projects with future economic value and are recorded at
acquisition cost, less accumulated amortisation and impairment losses.
Intangible assets are only recognised if it is probable that they will result
in future economic benefits for the Group, are controlled by the Group, are
identifiable and their value can be reliably measured.
Amortisation is calculated after the start of use of the goods, by the straight-line method in accordance with the period of estimated useful life for
the group.
Intangible assets for which the existence of a limited period of future
economic benefits cannot be envisaged are called intangible assets with
indefinite useful lives. These assets are not amortized but undergo annual
impairment tests.
Even concession rights are reflected under this item, corresponding to the
right of management and operation of hospitals under the Public-Private Partnership arrangement. The amortisation is performed for the period
stipulated in the contracts (10 years).
In accordance with the provision in the IFRIC 12 – Service Concession
Arrangements, an intangible is also recorded under this item corresponding to the stipulated total estimated value for investments expected until
the end of the management and operation contract for Vila Franca de Xira
Hospital, arising from the obligations laid down in Annex V of that
contract. This asset is to be amortised for the remainder of the contract.
2.11. Tangible fixed assets
Tangible fixed assets used in production, the provision of services or for
administrative purposes are recorded at the cost of acquisition or production, including expenses imputable to the acquisition, less accumulated
depreciation and impairment losses, where applicable.
The premises assigned to healthcare services are carried at the revalued
amount, which is their fair value at the date of revaluation. Evaluation of
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these Properties on 31 December 2015 was carried out by an independent
specialised company – Ktesios Appraisal – Consultoria e Avaliação Imobiliária, Lda.
Tangible assets are depreciated by the straight-line method from the date
on which they are available for use as the intended use, according to the
following estimated useful lives:
truction/development and are registered at cost of acquisition or production, less any impairment losses. These assets are depreciated from the
time they are able to be used for their intended purpose.
book value on the date of sale/disposal. They are recorded at net value on
the income statement under other operating income or other operating
costs.
Years of useful life
• Buildings and other constructions
• Basic equipment
• Transport equipment
• Office equipment
• Other tangible fixed assets
10-20
3-14
4
4-8
4-8
The depreciable amount of tangible fixed assets does not include the residual value estimated at the end of their useful lives, except in cases where
it is estimated to be immaterial or uncertainty exists as to its realisation.
Moreover, the depreciation ceases when the assets are classified as held
for sale.
Improvements are only recognised as assets where it is demonstrated
that these increase their useful life or increase their normal efficiency,
resulting in increased future economic benefits.
Tangible fixed assets in progress represent tangible assets still under cons-
2.12. Non-current assets held for sale
Non-current assets (or discontinued operations) are classified as held for
sale if their value is realisable through a sale transaction rather than through their continued use. This situation is considered to occur only when: (i)
the sale is highly probable and the asset is available for immediate sale in its
present condition; (ii) the management is committed to a sales plan; and (iii)
it is expected that the sale will take place within a period of twelve months.
Non-current assets (or discontinued operations) classified as held for sale
are measured at the lower of book value and fair value, less costs to bear in
future sales.
2.13. Impairment of non-current assets, excluding goodwill
An assessment of impairment is performed whenever an event or changes
in circumstances are identified that indicate the carrying amount at
which an asset is recorded may not be recoverable. If such indications
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exist, the Group determines the recoverable amount of the asset in order
to ascertain any possible extension of the impairment loss. In situations
where the asset does not individually generate cash flows in a manner
independent from other assets, the estimated recoverable amount is made
for the cash-generating unit to which the asset belongs.
Intangible assets with indefinite useful lives are subject to annual impairment tests or whenever it appears that there is evidence that such exists.
Whenever the amount at which the asset is recorded is higher than its
recoverable amount an impairment loss is recognised, recorded under the
Provisions and impairment losses item.
The recoverable amount is the higher of the net sale price (sale price less
selling costs) and the value in use. The net sale price is the amount that
would be obtained from the sale of the asset in a transaction between
knowledgeable and independent entities, less the costs directly attributable to the disposal. Value in use is the present value of estimated future
cash flows arising from the continued use of the asset and from its disposal at the end of its useful life. The recoverable amount is estimated
individually for each asset or, if this is not possible, for the generating unit
of cash flows to which the asset belongs.
The reversal of impairment losses recognised in prior years is recorded
when there are indications that the impairment losses no longer exist or
have decreased. The reversal of impairment losses is recognised under
Reversal of amortisation and adjustments. However, the reversal of the
impairment loss is done up to the amount that would be recognized (net of
amortisation or depreciation) if the impairment loss had not been recognised in prior years.
2.14. Inventories
Goods and raw materials and consumables are valued at cost which is
lower than their market value, using average cost as the costing method.
Whenever their net realisable value (sale price estimated in the ordinary
course of business, less respective sales costs) is less than the cost of
acquisition, the value of inventories is reduced, which is restored when the
reasons that led to such cease to exist.
2.15. Leasing
Lease contracts are classified as: (i) finance leases if all the risks and
rewards of ownership of the leased asset are substantially transferred
through these; and (ii) operating leases if all the risks and rewards of their
ownership are not substantially transferred.
The classification of leases as finance or operating is based on the substance and not the form of the contract.
Tangible fixed assets acquired under finance leases and the corresponding
liabilities are recorded in accounts by the financial method. According to
this method, the cost of the asset is recorded as a tangible fixed asset and
the corresponding liability is recorded as a liability and the interest
included in the value of the rental payments and depreciation of assets,
calculated as described above, are recognised as financial expenses on
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the income statement of the period to which they relate.
In operating leases, the rental payments are recognised as a cost on the
income statement on a straight line basis over the period of the lease.
2.16. Retirement pension benefits
Liability for the payment of retirement, disability and survivors’ pensions is
recorded in accordance with the criteria established in IAS 19 – Employee
benefits.
The costs of awarding these benefits under defined benefit plans are
recognised as the services are rendered by the beneficiary employees.
At the end of each accounting period actuarial studies by independent
entities are obtained in order to determine the value of the liabilities at
that date and the cost of pensions to be recorded in the period, according
to the projected credit unit method. These liabilities estimated in this
manner are recognised on the statement of financial position under the
Employee benefits item.
Pension costs are recorded under Personnel costs as provided for in the
referred standard, based on the values determined by actuarial studies
and include current service costs (accrued liability), which corresponds to
the additional benefits earned by employees during the period and interest
costs, which result from the update of past liabilities.
Past service costs are immediately recognised as the associated benefits have already been recognised or, in other words, recognised on a linear
basis over the period it is estimated they will be obtained.
2.17. Provisions
Provisions are recognised when: (i) the Group has a present obligation
(legal or implicit) resulting from past events; (ii) settlement is expected to
result in an outflow of resources; and (iii) the amount can be estimated
reliably. Provisions are reviewed on the date of each statement of financial position and adjusted in order to reflect the best estimate at that date.
In particular, provisions are set up to meet contractual obligations to
maintain or replace the equipment operated under the management and
operation contract of Vila Franca Hospital, based on the investment plan
arising from the obligations envisaged in Annex V to that contract, in
accordance with the provisions of IFRIC 12 – Service Concession Arrangements.
2.18. Contingent assets and liabilities
A contingent liability arises when there is:
- a possible obligation that arises from past events and whose existen ce will only be confirmed by the occurrence or non-occurrence of
one or more uncertain future events not wholly within the control of
the Group; or
- a present obligation that arises from past events but is not recogni-
sed because:
i t is not probable that an outflow of resources embodying economic
benefits will be required to settle the obligation; or
the amount of the obligation cannot be measured with sufficient
reliability.
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Contingent liabilities are not recognised in the consolidated financial
statements. They are disclosed in the notes to the financial statements,
unless the possibility of an outflow of resources embodying future economic benefits is remote, in which case they are not subject to disclosure.
A contingent asset is a possible asset that arises from past events and
whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly under the control
of the Group. Contingent assets are not recognised in the consolidated
financial statements but disclosed in the notes thereto when a future
economic benefit is probable.
2.19. Financial instruments
Financial assets and financial liabilities are recognised when the Group
becomes a party to the contractual relationship.
cost, net of estimated realisation losses. Impairment losses are recorded
based on the evaluation of the estimated losses associated with doubtful
debts at the date of the statement of financial position. The identified
impairment losses are recognised against profit and loss in the Provisions
and impairment losses item. They are subsequently reversed through
profit and loss under the Reversal of provisions and impairment losses
item if a reduction of the estimated loss in a subsequent period is verified.
c) Investments
Investments are recognised (and derecognised) on the date all the risks
and rewards of ownership are substantially transferred, regardless of the
date of settlement.
Investments are initially measured at their acquisition cost, which is the
fair value of the price paid, including transaction costs.
Investments other than those in subsidiaries, associates and joint ventures are classified as follows:
a) Cash and cash equivalents
The amounts included in Cash and cash equivalents correspond to cash,
bank deposits, term deposits and other cash investments maturing in
under three months, and which may be immediately redeemed at insignificant risk of changes in value.
b) Receivables
Accounts receivable have no implicit interest and are initially recorded in
the accounts at nominal value and subsequently measured at amortized
Investments held to maturity are investments with predetermined financial flows and defined maturity, which the Group has the intention and
capacity to hold up to that date. They are classified as non-current
-
-
-
-
Investments held to maturity;
Assets measured at fair value through profit or loss;
Financial assets available for sale;
Other investments.
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investments, unless the maturity is less than twelve months from the date
of the statement of financial position. These investments are recorded at
amortised cost using the effective interest rate, less repayments of principal and interest earned. Impairment losses are recognised in profit/loss
when the recorded value of the investment is less than the estimated cash
flows discounted at the effective interest rate determined at the time of
initial recognition. The reversal of impairment losses in subsequent
periods may only occur when an increase in the recoverable amount of
the investment is related to events occurring after the date on which the
impairment loss was recognised. In any event, the recognised value of the
investment resulting from the reversal of the impairment loss cannot
exceed the value corresponding to the respective amortised cost if the
impairment loss had not been recognised.
Assets measured at fair value through profit or loss are financial instruments held for trading acquired for sale in the short term, and are classified as current investments. Financial instruments that on initial recognition are designated by the Company at fair value through profit or loss are
also included in this category, provided they have a price listed on an
active market or the fair value may be reliably measured.
After initial recognition, the assets measured at fair value through profit
or loss and financial assets available for sale are re-evaluated at their fair
values by reference to their market value at the date of the statement of
financial position, without any deduction for transaction costs that may
occur up to their actual sale. In the situations where the investments are
in equity instruments not admitted to trading on regulated markets, and
for which the fair value cannot be reliably estimated, they are kept at their
acquisition cost less any impairment losses.
Financial assets available for sale are financial investments that are available for sale or which do not fit under any of the classifications and are
classified as non-current assets.
The gains or losses arising from changes in fair value of financial assets
available for sale are recognised in equity under the heading “Other reserves” until the investment is sold or otherwise disposed of, or in situations
where an impairment loss is believed to exist, then the cumulative gain or
loss is recognised on the income statement.
d) Financial liabilities and equity instruments
Financial liabilities and equity instruments issued by the Group are
classified according to the substance of the contract, regardless of their
legal form. Equity instruments are contracts that demonstrate a residual
interest in the Group’s assets after deduction of the liabilities.
The equity instruments issued are recorded at the amount received, net of
costs incurred with their issuance.
e) Bank loans
Loans are initially recorded under liabilities at their nominal value, net of
issuing costs, corresponding to their fair value at that date. Loans are
subsequently measured by the amortized cost method, calculated
according to the effective interest method. The corresponding financial
charges are calculated according to the effective interest rate.
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2015
f) Payables
Payables are initially recorded in the accounts at nominal value and
subsequently measured at amortized cost.
g) Derivative financial instruments and hedge accounting
The group’s policy is to contract derivative financial instruments for hedging of financial risks to which it is exposed, which are mainly due to interest rate variations.
2.20. Subsequent events
Events occurring after the date of the statement of financial position and
which provide additional information about situations existing on the date
of the statement of financial position are reflected in the consolidated
financial statements.
Events occurring after the date of the statement of financial position and
which provide information about situations occurring after that date are
disclosed, if material, in the notes to the consolidated financial statements.
Hedging instruments
The possibility of calling a derivative financial instrument a hedging instrument complies with the provisions of IAS 39, namely, with regard to its
respective documentation and effectiveness evaluation.
Derivative financial instruments are recognised for their fair value on the
date they are negotiated. Fair value is evaluated on a regular basis and
resulting gains and losses recorded in the income statement, except cash
flow hedging derivatives in which the variation is recognised in Consolidates Equity.
Accounting is discontinued when the hedging instrument reaches maturity or is sold, or when the hedging relationship ceases to comply with the
requirements of IAS 39.
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3. COMPANIES INCLUDED IN THE CONSOLIDATION
3.1. Companies consolidated by the full consolidation method
The consolidation included, through full consolidation, the parent
company and the following subsidiaries in which control is held:
Company
Registered
Effective
Office
Percentage
Oeiras
Parent
Porto
Rotterdam
Oeiras
Oeiras
Oeiras
Oeiras
95.9955%
99.9996%
99.0912%
99.2466%
99.2174%
100%
Business Activity
Holdings and shared services:
• José de Mello Saúde, S.A.
• VALIR - Sociedade Gestora de Participações Sociais, S.A.
• Vramondi International BV
• JMS - Prestação de Serviços Administrativos e Operacionais, A.C.E.
• JMS - Prestação de Serviços de Saúde, A.C.E.
• José de Mello Saúde - Serviços de Logística, A.C.E.
• Academia CUF, Sociedade Unipessoal, Lda.
Purchase and sale of equipment and provision of management and consultancy
services
Management of shareholdings
Management of shareholdings
Provision of IT, operational, administrative and negotiation services
Provision of operational, administrative and health services
Provision of operating services (catering, cleaning and maintenance)
Provision of training services in the nursing and clinical services field
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Registered
Effective
Office
Percentage
Private healthcare services:
• Hospital CUF Descobertas, S.A.
• Hospital CUF Infante Santo, S.A. (a)
• Hospital CUF Porto, S.A.
• Hospital CUF Torres Vedras, S.A.
• Hospital CUF Cascais, S.A.
• Hospital CUF Viseu, S.A.
• Hospital CUF Santarém, S.A.
• Clínica CUF, Alvalade, S.A.
• Clínica CUF Belém, S.A.
• Clínica de Serviços Médicos Computorizados de Belém, S.A.
• Instituto CUF - Diagnóstico e Tratamento, S.A.
• HD Medicina Nuclear, S.A.
• Ecografia de Cascais, Lda.
• Nova Imagem - Centro Radiodiagnóstico, S.A.
Oeiras
Oeiras
Oeiras
Oeiras
Oeiras
Viseu
Oeiras
Oeiras
Oeiras
Oeiras
Matosinhos
Oeiras
Cascais
Oeiras
99.9293%
100%
100%
100%
100%
100%
100%
100%
62.8069%
33.6490%
92.9955%
69.9465%
99.9996%
99.9996%
Management and operation of a hospital
Management and operation of a hospital and nursing units
Provision of medical and nursing services
Operation of health unit
Provision of diagnosis services and therapy in the nuclear medicine field
Operation of a diagnosis and radiology medical centre
Operation of a diagnosis and radiology medical centre
Public healthcare services:
• PPPS - Parcerias Públicas Privadas na Saúde, SGPS, S.A.
• Escala Braga - Sociedade Gestora do Estabelecimento, S.A.
• Escala Vila Franca – Sociedade Gestora do Estabelecimento, S.A.
Oeiras
Braga
V. F. de Xira
100%
99.9857%
99.9809%
Promotion and operation of public healthcare units
Management and operation of a public hospital
Management and operation of a public hospital
Oeiras
Oeiras
Oeiras
Oeiras
70.4998%
100%
100%
100%
Provision of external services of occupational safety, hygiene and health
Sale of parapharmaceutical products
Provision of client support services to healthcare units
Buying and selling real estate, exchange and renting property
Company
Others
• Sagies - Segurança, Higiene e Saúde no Trabalho, S.A.
• Loja Saúdecuf - Produtos e Serviços de Saúde e Bem Estar, S.A.
• Beso – Serviços de Comodidade e Conveniência, Lda.
• Imo-health - Investimentos Imobiliários, Unipessoal, Lda (b)
Business Activity
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(a) The CUF Miraflores Clinic came into operation during the year 2015,
which clinically and administratively are under the control of Hospital CUF
Infante Santo, S.A.
(b) At the start of 2015 the corporate name of LBO Land, Unipessoal, Lda
was changed to Imo-health – Investimentos imobiliários, Unipessoal, Lda.
4. CHANGES IN THE CONSOLIDATION PERIMETER
The main changes occurred in the consolidation perimeter in the financial
year ended on 31 December 2015 were essentially the following:
4.1. Newly consolidated companies
3.2. Associates
The associates registered through the equity method as of 31 December
2015 (Note 18) are the following:
Percentage Capital Held
Company
Company
Centro Gamma
Knife-Radiocirurgia, S.A.
Escala Braga - Sociedade
Gestora do Edifício, S.A.
Escala Parque – Gestão
de Estacionamento, S.A.
Registered
Effective
Office
Percentage
Lisboa
34.000%
Braga
33.995%
Sintra
33.995%
Registered
Office
Oeiras
Control
100.00%
Effective
100.00%
Business Activity
Operation of radiosurgery treatment
units
Management and operation of Braga
Hospital
Management, operation and
maintenance of car parks
The Hospital Privado de Santarém – Scalmed, S.A. was acquired by the
JMS Group on 1 July 2015 and its name was changed to Hospital CUF
Santarém, S.A. Its corporate purpose is to provide medical services in an
inpatient regime and medical and surgical care for eight counties in the
region of Santarém and a population of over 190,000. On that date, the
entry of this company into the consolidation perimeter had the following
impact on consolidated financial statements:
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Net assets acquired:
Intangible assets
Investments in subsidiaries
Deferred tax assets
Inventories
Other debtors
Other assets
Borrowings
Other liabilities
Other creditors
Goodwill (Note 15)
Acquisition price/Payments made (Note 26)
13,322,002
74,681
1,630
216,396
739,265
1,465,980
16 ,838
645
4,410
92,925
(5,886,360)
(645,699)
(72,143)
(1,285,567)
(2,690,000)
5,355,002
7,035,102
12,390,104
4.2. Other operations
VALIR – Sociedade Gestora de Participações Sociais, S.A.
During 2015, a 3.0623% stake in VALIR – Sociedade Gestora de Participações Sociais, S.A., was acquired by JMS, increasing the shareholding from
92.93% to 95.99%. The value that results from the difference between the
amount paid for the non-controlling interests and their fair value, in
accordance with IFRS 10, cannot be considered goodwill, was directly
reflected in Consolidated Equity.
Hospital CUF Viseu, S.A. was established on 4 April 2015. The corporate
purpose of the Hospital is to manage and operate hospital establishments
with the possibility of leasing areas and providing medical services of any
type or speciality, including surgery and inpatients. It is expected to open
at the end of the first semester of 2016. As the company was created from
scratch by JMS and has not yet started operating, it had no significant
impact on current consolidated financial statements.
S.P.S.D. – Sociedade Portuguesa de Serviços Domiciliários, S.A.
In January 2015, a demerger-merger operation took place through the
dissolution of the S.P.S.D. – Sociedade Portuguesa de Serviços Domiciliários, S.A. (SPSD). This operation divided SPSD assets into two parts, comprising the economic units of Lisbon and Porto. The Lisbon unit was merged with Hospital CUF Infante Santo, S.A. (“HCIS”) and the Porto unit with
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2015
Hospital CUF Porto, S.A. (“HCP”), as mentioned in paragraph c), point 1,
article 118 of the Code of Commercial Companies. This demerger-merger
operation had no impact whatsoever on current consolidated financial
statements.
4.3. Other operations that affected the perimeter in previous
years
Campos Costa – Consultório de Tomografia Computorizada, S.A.
On 9 December 2014, the affiliate Vramondi International BV (“Vramondi”) signed a sales contract with BASE – Serviços Médicos de Imagiologia,
SGPS, S.A. (“Base”), for the full amount of share capital of
Dr. Campos Costa – Consultório de Tomografia Computorizada, S.A.
(“Dr. Campos Costa”). The business universe of Dr. Campos Costa
(“Campos Costa Group”) was made up of 5 subsidiary companies.
Under the terms of the aforementioned contract, Vramondi would sell all
shares representing Dr. Campos Costa share capital to Base on 6 January
2015, which did indeed occur on that date.
In this context, JMS intended to show “non-current assets held for sale”
and “liabilities directly related to non-current assets held for sale” and the
assets and liabilities for the Campos Costa Group in its consolidated statement of financial position as well as showing charges and income
generated in 2014 as “Discontinued activities” and other consolidated
comprehensive income in its statement of profit/loss.
Digihealth and Haspac
The Ministry of Health terminated the concession contract with the
Hospital Amadora Sintra – Sociedade Gestora, S.A. (“HAS”), currently
called Digihealth, S.A., on 6 November 2007. This company had managed
the Prof. Dr Fernando Fonseca EPE Hospital. The transfer of management
took effect from 1 January 2009. This is the reason why this activity was
discontinued. Consequently, the activity of another group company,
HASPAC – Patologia Clínica, S.A. (“Haspac”) which operated the Clinical
Pathology Department on an exclusive basis of HAS was also discontinued.
On 12 December 2012, the arbitration tribunal, in the current arbitration
process, issued a ruling ordering the Regional Health Administration of
Lisbon and the Tagus Valley I.P. (“ARSLVT”) to pay Digihealth the sum of
EUR 18,123,526. Although ordered to and given notice pay, ARSLVT never
paid the ordered amount. ARSLVT filed an action to annul the arbitration
ruling in the Tribunal Central Administrativo Sul and the decision is still
pending.
At the end of the first quarter of 2014, Digihealth noted that the effort put
into collecting from the ARSLVT was not producing the desired outcome.
Therefore, and with the aim of paying off, even if partially, the liabilities
contracted with its creditors, Digihealth sounded out the market and
managed to find an entity, Finanfarma – Sociedade de Factoring, S.A.,
willing to sign a factoring contract and to pay a very large sum for the
acquisition of Digihealth’s credit over ARSLVT, expressly envisaging the
possibility of appealing to the Special Revitalisation Process (“PER”). The
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REPORT AND
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2015
strategy advocated by Digihealth merited the agreement of a large
majority of creditors (74.46%) representatives of its liability. On 1 August
2014, Digihealth filed the PER process following approval from 84% of
creditors, and subsequently ratified by the Commercial Court of Lisbon on
5 March 2015.
Even though it had obtained support from different creditors (47.98%),
representatives of the HASPAC liability, the truth is that it was not
possible to achieve the qualified majority of 67%, thereby enabling an
arrangement with creditors to be made. In this context, HASPAC management was forced to proceed with a voluntary submission request to
Insolvency at the Tribunal da Comarca de Lisboa Oeste. It had been
declared insolvent on 19 February 2015, and the respective insolvency
administrator was appointed.
As in previous years, the Boards of Directors of Digihealth and HASPAC
carried out their activity in accordance with the definition and commitments agreed with their creditors and in coordination with the appropriate monitoring committees. Therefore, the JMS Group considered, from the
date of signing the credit regularisation agreements with the majority of
creditors and the establishment by these creditors of a monitoring
committee, that there is no effective control of these subsidiaries, therefore they were excluded from the consolidation perimeter.
management contract, should take place before the end of June 2016,
whereby verification of real production is currently underway. The
Escala Braga Board of Directors believes that it is duly justified to make its
wishes known, without resulting in any negative financial impact that has
a significant negative effect on the accounts.
Escala Vila Franca – Sociedade Gestora do Estabelecimento, S.A. (“Escala
Vila Franca”)
Checking procedures are currently being carried out with ARSLVT with
regard to adjustments made to accounts in 2015, which, pursuant to the
management contract, should take place before the end of June 2016.
Adjustments made to 2013 and 2014 accounts are currently being closed
for checking real production. The Escala Vila Franca Board of Directors
believes that it is duly justified to make its wishes known, without resulting
in any negative financial impact that has a significant negative effect on
the accounts.
Escala Braga – Sociedade Gestora do Estabelecimento, S.A. (“Escala Braga”)
Checking procedures are currently taking place with Administração
Regional de Saúde do Norte, I.P. (ARS Norte), regarding adjustments made
to Braga Hospital accounts in 2014 and 2015, which, pursuant to the
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2015
5. BUSINESS SEGMENTS
The main activities undertaken by the Group are classified into the
following business segments:
- Private healthcare services;
- Public healthcare services;
- Holdings and shared services; and
- Others
The Private healthcare business area includes the following units:
-six hospitals providing a total of 541 inpatient beds; 342 consulting rooms; 31 operating theatres, six delivery rooms, and a vast offer of specialty consultations, exams, dental care, check-ups, physical me
dicine and rehabilitation;
-two outpatient units offering specialty consultations, exams, dental
care, check-ups, physical medicine and rehabilitation and also the
possibility of carrying out minor surgery;
-one high technology diagnosis and treatment unit including 56
consulting rooms; and,
-four clinical imaging units with a wide range of exams (bone densito metry, ultrasound scan, mammography, radiology, magnetic
resonance imaging and computed tomography).
The “Public Healthcare” business area results from two partnership
contracts with the Portuguese State, in which the Group manages two
hospitals:
- Hospital de Braga – resulting from a public-private partnership
established in December 2008, the new Braga Hospital opened on
9 May 2011. It has a total hospital floor area of 102 000 m2, 702
beds and 63 consulting rooms, serving a population of 1.2 million
inhabitants in the Braga and Viana do Castelo districts; and
- Vila Franca de Xira Hospital – the Escala Vila Franca de Xira
Consortium took over the management of Reynaldo dos Santos
Hospital on 1 June 2011, being responsible for the entire operations
of this hospital which belongs to the Portuguese National Health
Service. The management of the previous hospital infrastructure
was assured for the period of 2 years. In April 2013, the new Vila
Franca de Xira Hospital opened, with a gross construction area
of 49 000 m2, 278 inpatient beds and 33 consulting rooms, serving
about 235,000 inhabitants of the Alenquer, Arruda dos Vinhos,
Azambuja, Benavente and Vila Franca de Xira municipalities.
The “Holdings and shared services” segment includes, besides the management of shareholdings, seven entities providing management, training,
accountancy, consultancy, cleaning and maintenance services, and also
information systems, operational, administrative, medical equipment hire,
negotiation and procurement services.
It should be also noted that the Group has units that (i) provide safety,
hygiene and health at work services that are essential to monitor
employees’ health and environmental work conditions, (ii) provide customised home healthcare services, namely in the areas of gerontology,
mother and child care, convalescence care and palliative care, (iii)
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2015
marketing of parapharmaceuticals, which include dermocosmetics, personal hygiene products, baby products, orthopaedic products, food products
and nutritional supplements, dietetic foods, natural products and
pharmaceutical products not requiring medical prescription and (iv)
purchase, sale, management and lease of hospital premises. The amounts
regarding these activities are included in the “Others” segment.
The main information regarding income in the financial years as at 31
December 2015 and 2014 in the different business segments is as follows:
2015
Services rendered
External clients
Intersegment
Total sales and services rendered
Other operating profit
Operating costs
Segment operating profit
Public
Private
Holdings
Healthcare
Healthcare
and Shared
Services
Services
Services
212,861,983
28
212,862,011
335,715,539
9,795,815
345,511,354
2,739,935
(210,750,628)
4,851,319
6,828,595
(312,671,262)
39,668,687
Others
Eliminations
Consolidated
17,978
38,872,359
38,890,338
3,063,791
4,856,151
7,919,942
(53,524,354)
(53,524,354)
551,659,291
551,659,291
28,750,538
(72, 413,835)
(4,772,959)
82,187
(5,559,736)
2,442,392
(29,885,191)
83,394,829
(14,717)
8,516,064
(518,000,632)
42,174,723
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REPORT AND
ACCOUNTS
2015
Public
Private
Holdings
Healthcare
Healthcare
and Shared
Services
Services
Services
Financial results
(1,109,805)
8,536
(1,101,269)
(4,840,284)
718,890
100,169
(4,021,224)
Pre-tax profit
Income tax
Profit attributable to non-controlling interests
3,750,049
(1,193,804)
(390)
Net profit for the year attributable to shareholders
2,555,856
Others
Eliminations
Consolidated
(4,576,033)
2,481,328
143,099
(130,926)
(2,082,532)
(3,423,498)
67,840
(3,355,658)
2,265,861
(2,265,861)
120,390
120,390
(11,683,759)
1,010,733
363,658
(130,926)
(10,440,293)
35,647,463
(10,279,107)
(307,257)
(6,855,491)
2,041,020
593
(913,265)
(78,301)
(23,243)
105,673
-
31,734,429
(9,510,192)
(330,297)
25,061,099
(4,813,878)
(1,014,809)
105,673
21,893,940
Public
Private
Holdings
Healthcare
Healthcare
and Shared
Others
Eliminations
Consolidated
Services
Services
Services
3,924,093
(10,172,733)
(464,923)
8,923,042
(9,646,137)
1,816,910
3,884,104
(1,280,421)
151,783
23,696,439
(1,694,010)
(31,824)
-
40,427,678
(22,793,301)
1,471,945
Intersegment transactions are carried out at market prices on a similar
base to third-party transactions.
Other information:
Fixed capital expenses (Note 17)
Depreciation and amortisation in profit/loss
-
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REPORT AND
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2015
Assets and liabilities per business segment and corresponding reconciliation with the consolidated total at 31 December 2015 are as follows:
Assets by segments
Goodwill
Other assets by segments
Total consolidated assets
Liabilities
Borrowings
Other liabilities by segments
Total consolidated liabilities
Public
Private
Holdings
Healthcare
Healthcare
and Shared
Services
Services
Services
21,945,931
15,896
11,206,900
74,038,580
44,407,031
27,552,907
82,265,581
1,403,396
57,712,208
107,207,307
Others
Eliminations
Consolidated
6,092,266
5,226,465
21,732,369
1,865,351
279,573,481
94,588,030
13,261
1,147,433
2,967,441
(28,663,202)
(226,314,638)
167,033,259
32,808,529
87,689,081
3,268,747
187,977,072
213,341,123
314,489,932
98,716,166
(254,977,840)
478,776,687
5,500,000
65,150,976
52,389,100
32,569,468
42,502,818
109,178,026
103,709,064
5,795,737
21,998,390
944,075
1,130,393
74,236,253
(28,395,809)
(89,201,070)
142,722,607
86,184,115
168,600,698
123,040,076
184,250,312
131,503,191
76,310,721
(117,596,880)
397,507,421
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REPORT AND
ACCOUNTS
2015
2014
Public
Private
Holdings
Healthcare
Healthcare
and Shared
Services
Services
Services
Services rendered
External clients
Intersegment
202,595,192
-
302,256,988
7,820,144
100,910
32,055,157
4,387,707
822,733
14,703,671
2,369,232
(43,067,266)
524,044,468
-
Total sales and services rendered
202,595,192
310,077,132
32,156,067
5,210,441
17,072,903
(43,067,266)
524,044,468
4,020,029
(203,625,908)
6,553,378
(276,733,138)
24,714,128
(64,235,857)
24,488
(5,987,435)
4,480,062
(21,504,190)
(31,778,520)
74,845,787
8,013,565
(497,240,741)
Segment operating profit
2,989,313
39,897,373
(7,365,662)
(752,506)
48,775
-
34,817,293
Financial results
(983,529)
15,268
(968,261)
(7,142,689)
1,485,785
172,545
(5,484,360)
(2,477,501)
165,330
154,134
(19,413)
(2,177,451)
(12,441)
3,345
(9,096)
(336,527)
9,484
(327,042)
-
(10,952,688)
1,679,212
326,679
(19,413)
(8,966,210)
Pre-tax profit
Income tax
2,021,052
(785,632)
34,413,014
(9,917,039)
(9,543,113)
1,831,122
(761,602)
(94,215)
(278,267)
(76,090)
-
25,851,083
(9,041,853)
(175)
(500,038)
748
(26,825)
-
-
(526,290)
1,235,245
23,995,937
(7,711,242)
(882,641)
(354,357)
-
16,282,941
Other operating profit
Operating costs
Profit attributable to non-controlling interests
Net profit for the year attributable to shareholders
Others
Discontinued
Operations
Eliminations
Consolidated
Restated
147
REPORT AND
ACCOUNTS
2015
Intersegment transactions are carried out at market prices, on a similar
base to third-party transactions.
Other information:
Fixed capital expenses (Note 17)
Depreciation and amortisation in profit/loss
Public Healthcare
Private Healthcare
Holdings and
Services
Services
Shared Services
1,854,323
(10,267,208)
(2,296,056)
9,169,098
(9,680,744)
5,283,966
2,799,511
(1,043,132)
(3,025,232)
Others
62,549,780
(46,856)
(1,025,710)
Discontinued
Operations
(1,916,282)
348,548
Eliminations
-
Consolidated
Restated
76,372,713
(22,954,221)
(714,484)
Assets and liabilities per business segment and corresponding reconciliation with the consolidated total at 31 December 2014 are as follows:
Public Healthcare Private Healthcare
Assets by segments
Goodwill
Other assets by segments
Non-current assets held for sale
Total consolidated assets
Holdings and
Others
Discontinued
Operations
Eliminations
Consolidated
Restated
Services
Services
Shared Services
25,556,085
15,896
13,131,886
62,804,546
-
37,931,178
31,023,347
64,639,816
1,660,670
76,604,419
-
3,312,742
6,000
20,430,672
2,372,386
87,197,709
-
62,663,943
880,757
1,923,559
7,410,191
-
13,814,393
(28,003,251)
(26,786,818)
-
129,463,948
31,926,000
72,122,683
4,033,056
207,230,048
13,814,393
101,508,413
211,859,430
113,319,509
72,878,450
13,814,393
(54,790,068)
458,590,128
148
REPORT AND
ACCOUNTS
2015
Public Healthcare Private Healthcare
Liabilities
Borrowings
Other liabilities by segments
Non-current liabilities held for sale
Total consolidated liabilities
Holdings and
Others
Discontinued
Operations
Eliminations
Consolidated
Restated
Services
Services
Shared Services
4,525,653
58,966,196
56,349,756
-
67,794,617
37,238,294
71,073,142
-
66,678,304
6,164,840
17,921,594
-
601,619
57,811,036
-
11,593,855
(28,006,417)
(26,849,850)
-
138,998,575
74,964,533
176,305,677
11,593,855
119,841,605
176,106,053
90,764,739
58,412,655
11,593,855
(54,856,268)
401,862,640
149
REPORT AND
ACCOUNTS
2015
6. OPERATING INCOME
Operating income in the financial years
ended 31 December 2015 and 2014 is broken
down as follows:
Sales and healthcare services registered an
increase of 8.8% in comparison with the
previous year. This increase is justified by the
fact that the majority of units were expanding their activity.
Sales and services:
Sales
Services rendered:
Hospital activity
Public health service
Clinical activity
Occupational Hygiene, Safety and Medicine
Home Services
Others
Other operating income:
Prior-year corrections
Assignment of space
Assignment of personnel
Clinical tests and analyses
Hospital projects and technical consultancy
Reimbursement of costs
Prompt payment and discounts abtained
Management contracts with regional health authorities
Internships
Transport of patients
Gains obtained on sale of assets
Provisional retirement
Operating grants
Rappel
Recovery of outstanding debts
Other operating income
2015
2014
463,918
473,887
319,370,673
196,956,380
31 ,135,459
2,598,839
1,112,238
21,783
551,659,291
287,834,187
187,837,093
26,872,618
2,578,408
1,333,853
102,470
507,032,515
2,698,079
2,307,742
840,200
551,806
422,342
405,635
314,883
232,424
183,176
160,720
58,405
55,720
50,353
47,019
1,105
186,453
8,516,064
2,650,092
1,744,215
50,422
505,791
379,760
570,812
278,874
257,743
114,369
179,693
584,351
2,686
55,686
7,374,493
560,175,355
514,407,008
150
REPORT AND
ACCOUNTS
2015
7. COST OF SALES
Cost of sales in the financial years ended 31 December 2015 and 2014 was
determined as follows:
Inventories at 1 January (Note 22)
Discontinued operations
Changes in consolidation perimeter:
- companies joining
- companies leaving
Procurement
Cost of sales
Inventories at 31 December (Note 22)
2015
2014
7,268,415
-
7,161,022
(7,094)
739,265
105,515,483
(104,571,627)
8,951,535
12,499
94,002,905
(93,900,917)
7,268,415
151
REPORT AND
ACCOUNTS
2015
8. EXTERNAL SUPPLIES AND SERVICES
External supplies and services in the financial
years ended 31 December 2015 and 2014 are
broken down as follows:
Fees
Specialised work
Subcontracts
Rents and leases
Maintenance and repair
Electricity
Advertising
Communications
Fuel
Insurance
Collection of waste
Water
Tools and utensils
Air conditioning
Travel and accommodation
Road tolls
Litigation and notary public fees
Office material
Articles for free distribution
Cleaning, hygiene and comfort
Books and technical documentation
Transport of goods
Other supplies and services
2015
2014
124,256,009
23,896,860
22,486,896
15,652,927
8,071,153
6,080,589
2,602,209
2,420,964
1,957,901
1,336,253
1,064,725
1,059,156
979,860
544,849
553,925
215,037
181,328
175,375
101,410
87,460
40,190
7,688
306,617
214,079,381
111,163,348
23,799,762
22,725,451
17,285,918
6,689,717
6,002,363
883,054
1,957,955
2,169,100
1,189,217
957,767
958,521
811,652
568,053
437,866
187,376
141,271
203,454
15,475
83,009
26,799
7,365
187,479
198,451,972
152
REPORT AND
ACCOUNTS
2015
9. PERSONNEL COSTS
The personnel costs in the financial years ended on those dates were as
follows:
The number of employees at 31 December 2015 and 2014 by business
segment was as follows:
2015
Ongoing operations
Public healthcare services
Holdings and shared services
Private healthcare services
Others
Discontinued operations:
Campos Costa Group
2014
3,769
2,958
1,071
31
7,829
3,547
2,469
877
39
6,932
-
190
190
7,829
7,122
Remuneration of governing bodies
Wages
Employee benefits (Note 35)
Indemnities
Wage-related expenses
Insurance
Social security contributions
Instruction
Other employee benefits
Other personnel costs
2015
2014 Restated
2,287,590
122,779,310
464,338
1,779,227
29,413,744
2,509,488
7,955,782
454,936
5,215,160
172,859,576
2,150,524
115,519,587
478,024
637,979
28,379,484
2,324,890
7,199,475
453,144
22,447
4,367,677
161,533,232
Other personnel costs include expenditure on vocational training, medical
care and food allowance.
153
REPORT AND
ACCOUNTS
2015
10. OTHER OPERATING COSTS
Other operating costs for the financial years ended on 31 December 2015
and 2014 were as follows:
Prior-year corrections
Taxes
Uncollectable debts
Fines and penalties
Others
The Others item includes compensation paid to a customer in the amount
of 147,000 euros.
In the year ended on 31 December 2014, the Prior-year corrections item
includes the sum of EUR 397,561 for write-offs of accrued income recognised during 2013.
In the year ending on 31 December 2015, the Correction item relating to
previous years includes: the sum of 539,426 euros relating to a credit note
2015
2014
2,375,023
1,193,717
494,800
329,892
775,261
5,168,692
1,318,574
1,188,622
432,712
398,937
312,552
3,651,397
issued to ARS Norte IP for an adjustment made to the 2014 Multiple
Sclerosis Protocol; the sum of 398,000 euros relating to a debt write-off
for the Recovery Plan of Hospital Amadora-Sintra – Sociedade Gestora,
S.A.; 197,000 euros relating to a debt write-off for the Recovery Plan of the
SPSI. – Sociedade Portuguesa de Serviços de Apoio e Assistência a Idosos,
S.A.
154
REPORT AND
ACCOUNTS
2015
11. FINANCIAL RESULTS
The financial results in the financial years
ended 31 December 2015 and 2014 is broken
down as follows:
Financial expenses and losses:
Interest expenses
Bank fees and services
Derivative financial instruments - Interest rate (Note 37)
Other financial losses and expenses
Financial income and gains:
Interest earned
Other financial income and gains
Profit/loss of associates:
Losses in associates
Gains on associates
Gains/losses on the sale of associated companies
Gains /(Losses) relating to investment activities:
Dividends
Gains/losses on assets available for sale
2015
2014
(8,905,261)
(2,229,203)
(353,780)
(195,515)
(11,683,759)
(7,186,570)
(3,429,529)
(62)
(10,616,161)
1,004,074
6,659
1,010,733
1,669,655
73
1,669,728
363,658
363,658
326,679
326,679
(130,926)
(130,926)
(19,414)
(19,414)
155
REPORT AND
ACCOUNTS
2015
The detail of the amounts recognised in the income statement relating to
investments in associates and other investments for the financial years
ended 31 December 2015 and 2014 is as follows:
Company
Escala Parque – Gestão de Estacionamento, S.A.
Centro Gamma Knife-Radiocirurgia, S.A.
2015
Gains in
Losses in
2014
Gains in
Losses in
associates
associates
associates
associates
243,268
120,390
363,658
-
262,028
64,651
326,679
-
156
REPORT AND
ACCOUNTS
2015
12. INCOME TAX
Income tax recognised in the financial years ended on 31 December 2015
and 2014 is as follows:
2015
2014
Restated
Current tax:
In financial year
In previous financial year
Deferred tax (Note 20):
Timing difference and reversal
Other movements
Provisions not approved for tax purposes
Tax losses
Tax for the year
10,426 ,540
(510,741)
9,915,798
6,637,209
8,168
6,645,377
64,175
(334,757)
(219,496)
84,472
(405,606)
71,373
(915,676)
3,164,690
2,320,387
9,510,192
8,956,763
The JMS Group and its domestic subsidiaries 75% or more directly or
indirectly owned are liable for corporate income tax under the Special
Taxation Scheme for Groups of Companies (“RETGS”). In relation to
companies not covered by RETGS, current tax is calculated based on their
respective taxable income, according to the rules and tax regimes applying
in the territory of the registered office of each company.
The company and most of the companies it holds investments in are
liable for corporate income tax (IRC) at the nominal rate of 21% (23% in
2014), which may be further increased by a municipal surtax to the maximum rate of 1.5% of taxable income. Moreover, if applicable, a state
surtax of 3% is also payable on the excess of taxable income between EUR
1,500,000 and EUR 7,500,000, of 5% on the excess of taxable income
between EUR 7,500,000 and EUR 35,000,000 and the rate of 7% for the
excess of taxable income over EUR 35,000,000. Pursuant to Article 88 of
the Corporate Tax Code, the Company and its subsidiaries are also liable
to be separately taxed for a range of charges, at the rates set out in the
referred Article.
Temporary differences between the book values of assets and liabilities
and the corresponding tax base were recognised in accordance with IAS
12 – Income tax (Note 20).
157
REPORT AND
ACCOUNTS
2015
The reconciliation between income before tax and income tax for the year
is as follows:
Income before taxes
Standard tax on profits
Non-taxable income:
Taxable amount/tax loss attributed by ACE
Deferred Tax
Amortisation of investment property
Excess tax estimate
Reversal of adjustments in inventories
Reversal of taxed provisions
Tax benefits
Others
2015
2014 Restated
31,734,429
21.0%
6,664,230
26,288,462
23.0%
6,046,346
139,058
1,005,937
510,742
99,550
1,804,408
81,650
71,661
3,713,006
484,508
1,801,899
1,538,617
4,220,648
378,810
459,891
8,884,373
158
REPORT AND
ACCOUNTS
2015
Others
Taxable amount/taxable profit attributed by ACE
Donations
Fines, penalties and compensatory interest
Non tax deductible provisions
Expenses incurred from renting a car without a driver
Depreciations and amortisations not accepted as expenses
Non-deductible social fringe benefits
Insufficient tax estimate
Implicit gains
Irrecoverable debts not accepted as expenses
Unduly documented expenses
Income tax and other taxes on profits
Others
Tax loss/Taxable profit
Losses carried forward
Calculated tax
Autonomous taxation
Local Tax
Local Government Tax
Effect of the increase/reversal of deferred taxes
Effect of insufficiency/excess tax estimate
Others
Income tax
Effective tax rate
2015
2014 Restated
232,728
58,102
312,039
1,140,428
2,661
68,553
188,419
363,658
504,868
180
89,472
1,498,420
2,942,897
7,402,425
297,716
96,228
25,950
2,874,892
17,982
789,831
401,005
326,679
8,168
1,294
406,701
390,566
868,866
352,119
6,857,997
35,423,848
358,738
21.0%
7,363,673
24,262,086
23.0%
5,580,280
691,583
740,151
1,366,911
(405,605)
(510,742)
264,221
2,146,519
711,445
624,921
1,152,037
2,320,386
8,168
(1,431,474)
3,385,483
9,510,192
30.0%
8,965,763
34.1%
159
REPORT AND
ACCOUNTS
2015
13. DIVIDENDS
14. EARNINGS PER SHARE
According to the resolution of the General Meeting of Shareholders, which
took place on 17 April 2015, no dividends were paid in the financial year
ended at 31 December 2015, relating to the 2014 financial year. No
dividends were paid in the financial year ended at 31 December 2014.
In relation to the current financial year, the Board of Directors proposes
not to pay dividends. This proposal requires the approval of the General
Meeting of Shareholders, therefore it has not yet been reflected in the
current financial statements.
The basic and diluted earnings per share in the financial years ended
31 December 2015 and 2014 was calculated considering the following
amounts:
Basic earnings per share
Profit for the purpose of calculating basic earnings per share
2015
2014
21,893,940
16,282,941
10,600,000
10,600,000
2.07
1.54
(profit for the period)
Weighted average number of shares for calculation of basic
earnings per share
Net basic earnings per share (euro)
On 31 December 2015 and 2014 there were no dilutive effects of earnings
per share, so the diluted earnings per share is equal to basic earnings per
share.
160
REPORT AND
ACCOUNTS
2015
15. GOODWILL
The changes in the values of goodwill during the financial years ended
Public
Private
Holdings
Healthcare
Healthcare
and Shared
Services
Services
Services
15,896
35,479,243
Others
Total
6,000
867,496
36,368,635
Impairment losses (Note 33)
- companies joining
- companies leaving
-
(3,575,232)
-
-
(3,575,232)
15,896
(880,664)
31,023,347
6,000
13,261
880,757
13,261
(880,664)
31,926,000
- companies joining
- companies leaving
15,896
7,035,102
(6,152,573)
867,496
32,773,372
6,000
(867,496)
13,261
7,035,102
(6,152,573)
32,808,529
161
REPORT AND
ACCOUNTS
2015
Goodwill in the financial years ended on 31 December 2015 and 2014 was
as follows:
Company
• Hospital CUF Infante Santo, S.A. (a)
• Nova Imagem - Centro Radiodiagnóstico, S.A.
• Hospital CUF Santarém, S.A.
• Dr. Campos Costa – Consultório de Tomografia Computorizada, S.A.
• VALIR – Sociedade Gestora de Participações Sociais, S.A.
• Hospital CUF Cascais, S.A.
• Hospital CUF Porto, S.A. (a)
• Hospital CUF Descobertas, S.A.
• Ecografia de Cascais, Lda.
• Clínica de Serviços Médicos e Computorizados de Belém, S.A.
• S.P.S.D. – Sociedade Portuguesa de Serviços Domiciliários, S.A. (a)
• Imo-health - Investimentos Imobiliários, Unipessoal, Lda.
• Escala Vila Franca – Sociedade Gestora do Estabelecimento, S.A.
• Vramondi International BV
Segment (Note 5)
2015
2014
Others
Others
Holding and shared Services
12,485,699
7,269,220
7 035 102
5,220,465
482,166
173,499
97,265
9,119
837
13,261
15,896
6,000
32,808,529
11,791,702
7,269,220
6,152,573
5,220,465
482,166
97,265
9,119
837
867,496
13,261
15,896
6,000
31,926,000
Following the demerger-merger of the SPSD (Note 4.2), the respective
goodwill was also transferred and integrated in the HCIS and HCP goodwill
figures.
(a)
162
REPORT AND
ACCOUNTS
2015
Impairment tests were made using the following assumptions and
methods:
- The recoverable amounts of cash generating units were determined based on the value in use methodology. The use of this method
requires the estimate of future cash flows arising from the operations of each cash generating unit and choice of an appropriate discount rate;
-The valuations are supported by past results and future prospects of development of the markets in which the Group operates. Five-year projections of future cash flows for each of the businesses have been prepared in accordance with the plans defined by the Board of
Directors.
The most significant subsidiaries were reviewed in 2015. This review concluded that there was no evidence of impairment of the value of goodwill
that has been recognised.
163
REPORT AND
ACCOUNTS
2015
16. INTANGIBLE ASSETS
The changes in the value of other intangible assets as well as the
corresponding amortisations and impairment losses, during the financial
years ended 31 December 2015 and 2014, were as follows:
Other
Intangible
Intangible
Assets in
Assets (c)
Progress
13,157,440
3,228,817
-
31,836,726
15,450,469
(543,073)
836,397
13,450,764
50,000
742,628
4,021,444
198,537
198,537
(543,073)
1,084,934
742,628
33,121,215
(446)
15,450,023
431,171
(85,824)
13,796,112
100,000
4,121,444
198,537
397,074
729,708
(86,270)
33,764,653
Research
Industrial
and Development
Property and
Expenses
Other Rights (a) (b)
-
15,450,469
Discontinued Operations
Additions
Investment plan (Note 33)
-
Additions
Write-offs
-
Gross assets:
Software
Total
164
REPORT AND
ACCOUNTS
2015
Other
Intangible
Intangible
Assets in
Assets (c)
Progress
(10,343,616)
(299,581)
-
(16,247,919)
(1,541,471)
(7,146,193)
333,502
(1,316,413)
(11,326,527)
(503,834)
(803,415)
-
333,502
(3,361,718)
(19,276,134)
-
446
(1,541,471)
(8,687,217)
86,006
(1,071,645)
(12,312,166)
(513,765)
(1,317,179)
-
86,452
(3,126,880)
(22,316,562)
-
8,304,277
6,762,806
2,124,237
1,483,946
3,218,030
2,804,265
198,537
397,074
13,845,081
11,448,091
Research
Industrial
and Development
Property and
Expenses
Other Rights (a) (b)
-
(5,604,722)
Discontinued Operations
Increases
-
Write-offs
Increases
Depreciation and accumulated impairment losses:
Net value
At 31 December 2014
At 31 December 2015
Software
Total
165
REPORT AND
ACCOUNTS
2015
(a) The management contract between ARS Norte regional health authority and Escala Braga – Sociedade Gestora do Estabelecimento, S.A.,
which establishes the management and operation of Braga Hospital as
a public-private partnership came into force in September 2009. On the
date of transfer, Escala Braga – Sociedade Gestora do Estabelecimento,
S.A. paid the sum of EUR 15 million under the hospital management
contract, deducted from which was the amount corresponding to Inventories and Tangible Fixed Assets, and the remaining amount was called
Concession Rights. This amount will be amortized in 10 years, the term of
the contract.
(b) The management contract between the Ministries of Health and
Finance and Escala Vila Franca – Sociedade Gestora do Estabelecimento,
S.A. began on 1 June 2011. This contract establishes the management and
operation of Vila Franca de Xira Hospital as a public-private partnership.
On the date of transfer, Escala Vila Franca – Sociedade Gestora do
Estabelecimento, S.A. paid the sum of 7.5 million euros under the hospital
management contract, deducted from which was the amount correspon-
ding to Inventories and Tangible Fixed Assets, and the remaining amount
was called Concession Rights. This amount will be amortized in ten years,
over the term of the contract.
(c) This item includes the amount of 3,228,817 euros corresponding to the
total estimated value of investments expected until the end of the management and operation contract for the Vila Franca de Xira Hospital, arising
from the obligations laid down in Annex V of that contract. In accordance
with the provisions of IFRIC 12 – Service Concession Arrangements, this
value began to be amortized in April 2013 following the transfer to the new
facility, which was when new capacity was acquired and an investment
plan was prepared which envisages the recognition of the future liability
with the replacement of the referred equipment by the end of the
contract.
166
REPORT AND
ACCOUNTS
2015
17. TANGIBLE FIXED ASSETS
The changes in the value of tangible fixed assets as well as the corresponding depreciation and accumulated impairment losses, during the financial
years ended 31 December 2015 and 2014, were as follows:
2015
Land and
Buildings and other
Natural Resources
Constructions
20,096,929
579,157
1,335,399
-
Gross assets:
Changes in consolidation perimeter
Fair value variation
Additions
Settlements
Disposals and write-offs
Transfers
20,600,285
88,842,104
11,772,531
4,006,198
3,944,079
(282,789)
343,499
108,625,622
Settlements
Depreciation
Transfers
Net value
20,600,285
(22,118,880)
(1,296,853)
(5,684,390)
60,596
(29,039,527)
79,586,094
-
(1,411,200)
-
Other Tangible
Tangible Assets
Assets
in Progress
19,550,870
502,415
1 382,802
(2,650)
(1,170)
127,059
21,559,326
27,647
106,943
(187)
134,402
1,491,848
26,535,711
(17,589)
(3,625)
(1,682,714)
26,323,631
261,802,705
16,919,148
5,341,597
40,427,678
(32,965)
(2,004,101)
322,454,062
(16,233,979)
(454,781)
2,502
(1,584,837)
41
(102,076)
(18,373,130)
3,186,196
(9,073)
(60,238)
187
(9,301)
102,076
23,652
158,054
26,323,631
(132,338,758)
(3,597,146)
13,118
(19,658,221)
160,203
(155,420,804)
167,033,259
Basic Equipment
Office Equipment
131,793,308
3,958,102
8,565,086
(12,539)
(305,317)
1,212,156
145,210,796
(93,976,826)
(1,785,274)
10,429
(12,379,693)
99,566
(108,031,798)
37,178,999
Total
167
REPORT AND
ACCOUNTS
2015
2014
Land and
Buildings and other
Natural Resources
Constructions
Gross assets:
Additions
Transfers
2,496,936
(514,214)
18,114,207
20,096,929
44,145,007
(5,202,675)
47,161,965
Settlements
Depreciation
Transfers
Net value
20,096,929
Other Tangible
Tangible Assets
Assets
in Progress
20,124,319
27,815
(1,328,673)
718,413
(45,513)
54,510
19,550,870
328,021
(198,298)
(102,076)
27,647
1 461,155
(328,525)
3,661,563
(61,922)
(3,240,423)
1,491,848
221,609,699
27,815
(35,097,980)
76,372,713
(1,109,541)
0
261,802,705
(15,516,013)
(23,564)
1,064,793
(1,388)
(1,799,951)
42,143
(16,233,979)
3,316,891
(314,835)
22,531
(3,460)
184,615
102,076
(9,073)
18,574
1,491,848
(143,551,212)
(23,564)
28,956,261
(487,761)
(17,676,222)
443,740
(132,338,758)
129,463,948
Basic Equipment
Office Equipment
2,737,807
88,842,104
153,054,262
(27,525,595)
6,716,565
(1,002,106)
550,183
131,793,308
(22,283,334)
3,422,758
(9,810)
(3,248,495)
(22,118,880)
66,723,224
(105,437,031)
24,446,179
(476,563)
(12,624,317)
216,982
(102,076)
(93,976,826)
37,816,483
-
Total
The type of real estate assets relating to health services, included
under Land and Natural Resources and Buildings and Other Constructions
is carried over by the revalued amount. These properties were evaluated
using different methods:
168
REPORT AND
ACCOUNTS
2015
The Income Capitalisation Method was used to evaluate the CUF Descobertas Hospital. The income capitalisation method is aimed at determining
the value of a property according to its income-producing capacity.
It relates future income (in an optimistic assumption and according to
economic lifetime) to its current value in order to obtain the market value
(in terms of continued use). This method is aimed at determining the
current value of future income, according to the actual value and state.
Evaluation of the CUF Infante Santo Hospital was based on the Market
Comparison Method. With the CUF Tejo project, a new plot of land was
acquired for the construction of the new hospital with a view to the sale
of the current building housing the CUF Infante Santo Hospital starting in
2019.
Evaluation of the previous year was based on different assumptions to
those used in the current year, which justifies the variation in fair value in
comparison with the previous year.
properties. The transaction value of similar properties obtained from
market research was used for calculation purposes, after adjusting the
characteristics of the properties under evaluation. Capitalisation rates
used reflect market behaviour of offices in Portugal upon analysing the
profitability of medium/long-term investment projects.
Tangible assets in progress will be recognised as Land and natural resources or Buildings and other constructions when their promotion is recognised as irresistible. These assets are valued at cost price on the date of the
financial statement. On 31 December 2015, the sum of these assets was
basically comprised of: Land for Alcântara 18,555,844 euros; Land for CUF
Descobertas Hospital (Expansion) 4,854,998 euros; CUF Descobertas
Hospital (Expansion) 28,966 euros.
During 2014 and 2015, the Amortisations, depreciations and impairment
losses item had the following impacts on the financial position:
2015
2014
19,658,211
3,126,880
8,199
22,793,301
17,67,222
3,361,718
21,037,940
Gastos de depreciação, amortização e perdas
The Cost Method was used for evaluating CUF Santarém Hospital; this
method is based on a “new building” (built with modern technology and
materials), identical to that of the asset under evaluation, plus all indirect
charges incurring from the investment project and from a normal market
margin and investment risk considered.
Evaluations were also carried out on the current state of repair of the
por imparidade:
Intangible assets
169
REPORT AND
ACCOUNTS
2015
18. INVESTMENTS IN ASSOCIATES
Equity holdings in associates changed as follows in the financial years ended on 31 December 2015 and 2014:
Equity
Balance at 1 January
Equity method application:
Effect on results (Note 11)
Effect on equity
Dividends earned
Balance at 31 December
2015
Loans
Impairment
Total
Equity
2014
Loans
Impairment
Total
Holdings
Granted
Losses
4,033,056
817,603
5,486,000
(1,075,762)
5,227,841
-
-
(1,245)
(80,000)
81,245
-
97,652
352,924
(543,941)
340,920
(262,028)
(843,202)
3,268,747
262,028
(248,113)
830,273
(1,208,700)
4,197,300
(994,517)
262,028
(248,113)
(1,208,700)
4,033,056
Holdings
Granted
Losses
830,273
4,197,300
(994,517)
-
-
243,268
(262,028)
(352,924)
458,589
(843,202)
3,354,099
170
REPORT AND
ACCOUNTS
2015
The Investments in associates item in the financial years ended on
31 December 2015 and 2014 is broken down as follows:
2015
Associates
scala Braga - Sociedade Gestora do Edifício, S,A,
E
Escala Parque – Gestão de Estacionamento, S,A,
Centro Gamma Knife-Radiocirurgia, S,A,
2014
Equity
Loans
Impairment
Balance
Balance
Holdings
Granted
Losses
Sheet Value
Sheet Value
157,076
267,513
34,000
458,589
3 116,098
238,000
3,354,098
(369,593)
(174,348)
(543,941)
2,903,581
267,513
97,652
3,268,747
3,746,783
286,273
4,033,056
The main aggregated financial information regarding associates at
31 December 2015 and 2014 is as follows:
Associates
Escala Braga - Sociedade Gestora do Edifício, S,A,
Escala Parque – Gestão de Estacionamento, S,A,
Centro Gamma Knife-Radiocirurgia, S,A,
Assets
Liabilities
69,534,567
1,085,669
966,811
60,486,712
298,863
679,602
Financial information at 31 December 2015
Equity
Expenses
9,047,855
786,806
287,209
8,013,677
1,109,655
683,261
Income
Net Profit
9,117,602
1,825,149
1,037,348
1,103,925
715,494
354,087
171
REPORT AND
ACCOUNTS
2015
19. OTHER INVESTMENTS
The Other investments at 31 December 2015 and 2014 are as follows:
Company
Centro Clínico Académico de Braga (a)
Diagnosticar - Diagnóstico Computorizado, S,A,
IBET
Fundo de compensação do trabalho e fundo de garantia de compensação do trabalho
Digihealth, S,A, (b)
Equity
2015
Loans
Impairment
Balance
2014
Balance
Holdings
Granted
Losses
Sheet Value
Sheet Value
35,000
26,200
5,000
195,428
1,315,853
1,577,481
50,000
50,000
(1,315,853)
(1,315,853)
35,000
26,200
5,000
195,428
50,000
311,628
35,000
26,200
5,000
66,200
(a) On 31 December 2013, 35% shares were held in the Braga Academic
Clinic (Centro Clínico Académico de Braga), which was reduced during 2014
with the entry of a new associate, whereby Company assets rise to 87,500
euros (500 units),with the JMS Group owning 100 unit shares. This share is
registered at cost price and was not changed during the year ending on 31
December 2015.
(b) On 20 July 2015, the company name of Hospital Amadora-Sintra –
Sociedade Gestora, S.A. was changed to Digihealth, S.A.
172
REPORT AND
ACCOUNTS
2015
Other investments include non-current financial assets, measured at
acquisition cost and adjusted for estimated impairment losses. This item
recorded the following changes in the financial years ended on 31 December 2015 and 2014:
Gross investment:
2.184.946
(252.893)
(550.000)
1.382.053
Increases
245.428
1.627.481
Impairment losses (Note 33):
(2.114.087)
248.234
550.000
(1.315.853)
Impairment losses in financial year
(1.315.853)
Net value:
At 31 December 2014
At 31 December 2015
66.200
311.628
173
REPORT AND
ACCOUNTS
2015
20. DEFERRED TAX ASSETS AND LIABILITIES
The changes occurred in deferred tax assets and liabilities in the financial
years ended on 31 December 2015 and 2014 were as follows:
Deferred Tax Assets
Reported
Employee Benefits
Provisions not approved
Tax Losses
(Note 32)
for tax purposes
-
3,164,690
3,164,690
550,116
535,621
1,085,737
626,895
626,895
4,341,701
535,621
4,877,322
-
-
-
915,676
915,676
-
-
-
3,164,690
110,356
3,275,046
-
38,983
1,014,364
1,542,571
216,396
-
-
38,983
2,556,935
216,396
334,757
-
-
219,496
554,253
-
-
-
84,472
64,175
148,647
-
-
-
334,757
131,924
950,188
1,762,067
3,178,936
Derivatives
Restatement effects (Note 2,3)
Balance at 1 January 2014 (Restated)
Composition:
Net profit
Equity
Reversal:
Net profit
Equity
Restatement effects (Note 2,3)
Changes in consolidation perimeter (Note 5)
Composition:
Net profit
Equity
Reversal:
Net profit
Equity
-
-
Total
-
-
174
REPORT AND
ACCOUNTS
2015
Deferred taxes to be recognised as a result of temporary differences
between taxable income and accounting income were evaluated. Where
these differences originated deferred tax assets, these were only recorded to the extent considered probable that taxable profits will occur in the
future and which can be used to recover the tax losses or deductible tax
differences. This evaluation was based on the business plans of the Group
companies, which are periodically reviewed and updated, and the available and identified opportunities for tax optimisation.
21. OTHER CURRENT AND NON-CURRENT ASSETS
These items were broken down as follows at 31 December 2015 and 2014:
2015
Current
Accrued income:
Income from production not invoiced
Provision of medical services not invoiced
Sliding scale income receivable
Interest earned
Other accrued income
41,752,778
4,440,730
3,207,918
316,740
124,336
49,842,502
Non-Current
-
2014
Current
29,984,484
3,213,327
3,532,905
6,935
3,529
36,741,180
Non-Current
-
175
REPORT AND
ACCOUNTS
2015
2015
Current
Deferred costs:
São Marcos Hospital responsibility
Reynaldo dos Santos Hospital responsibility
Information systems licenses
Rents and leases
Sale Price Deferral
Insurance
Official Court of Auditors (Fees)
Commissions
Audit
Maintenance and repair costs
Deferred interest
Other deferred costs
Non-Current
2014
Current
Non-Current
2,103,489
909,962
843,977
294,306
68,330
58,571
24,469
13,197
1,265
91,265
4,408,831
6,129,201
2,167,744
8,296,945
216,318
1,229,363
273,310
84,416
24,469
166,524
41,477
2,035,877
6,129,201
2,167,744
8,296,945
54,251,333
8,296,945
38,777,057
8,296,945
176
REPORT AND
ACCOUNTS
2015
The following are included in Income from production not invoiced: increases in income with ARS Norte and ARSLVT, as a result of real production
registered in 2013, 2014 and 2015 (as set forth in the management contract); increases in services supplied and not invoiced to third parties;
medication to be invoiced.
The Other non-current assets item refers to the values calculated as liabilities for holiday pay and allowance and Christmas allowance of São
Marcos Hospital and Reynaldo dos Santos Hospital, for the start year of
the respective contracts.
The item on Computer licences refers to invoices received during the
financial year ending on 31 December 2015 from the “Microsoft” supplier
for maintenance of 2016 computer licenses.
22. INVENTORIES
This item was broken down as follows at 31 December 2015 and 2014:
2015
2014
Raw materials and consumables
Goods
8,519,200
432,335
8,951,535
7,067,029
201,386
7,268,415
Accumulated impairment losses on inventories (Note 33)
(21,523)
8,930,011
(19,657)
7,248,759
177
REPORT AND
ACCOUNTS
2015
23. TRADE RECEIVABLES AND ADVANCES TO SUPPLIERS
The Trade receivables and advances to suppliers item was broken down as
follows at 31 December 2015 and 2014:
2015
Impairment
Gross Value
Losses
(Note 33)
Trade receivables, current account
Doubtful receivables
Advances to suppliers
85,372,860
11,930,895
22,855
97,326,609
(855,479)
(8,782,049)
(9,637,528)
Net
Gross
Value
Value
84,517,381
3,148,846
22,855
87,689,081
67,306,847
14,148,870
22,855
81,478,572
2014
Impairment
Losses
(Note 33)
(282,237)
(9 073,652)
(9,355,889)
Net
Value
67,024,610
5,075,218
22,855
72,122,683
The balances in the statement of financial position are net of impairment
losses on trade payables balances, which were estimated as described in
Note 2.19(b).
The Board of Directors believes that the carrying value of receivables is
close to its fair value.
The Group has no significant concentration of credit risk, as the risk is
diluted over a vast range of clients.
178
REPORT AND
ACCOUNTS
2015
Customers’ ageing and advance payments to
suppliers is broken down as indicated in the table below:
Year
Total
Debt
< 180 Days
2015
2014
97,326,609
81,478,572
55,350,693
42,626,302
7,373,981
4,962,292
181-365
Overdue Debt
366-545
546-730
Days
Days
Days
10,918,701
17,136,942
6,086,686
2,362,717
4,550,301
3,692,305
>730 Days
13,046,248
10,698,014
179
REPORT AND
ACCOUNTS
2015
24. OTHER CURRENT DEBTORS
The Other current debtors item was broken down as follows at 31 December 2015 and 2014:
2015
2014
Shareholder loans and related parties (Note 40)
Hospital projects in progress
Personnel
Sale of financial investments
Surety bonds
Seizures and liens
Re-invoicing
Service providers
Other debtors
Total
5,875,798
2,722,452
717,518
669,359
166,238
134,165
42,532
26,626
240,331
10,595,019
6,259,735
1,715,575
673,171
632,000
61,454
598,117
42,532
26,758
219,973
10,229,316
Accumulated impairment losses on other debtors (Note 33)
10,595,019
(1,567,900)
8,661,415
In the Other debtors item, several receivables from different entities for
transactions not related to the core activities of the Group, are to be
highlighted.
180
REPORT AND
ACCOUNTS
2015
25. STATE AND OTHER PUBLIC ENTITIES
The balances with these entities at 31 December 2015 and 2014 were as
follows:
Debit balances:
Corporate income tax
Value added tax
Other
Credit balances:
Corporate income tax
Personal income tax
Social security contributions
Value added tax
Other
2015
2014
6,633,740
708,324
8
7,342,073
7,078,553
525,901
13
7,604,466
12,222,517
2,246,662
3,387,540
674,579
85,390
18,616,687
11,243,759
2,534,366
3,277,455
241,728
235,105
17,532,413
181
REPORT AND
ACCOUNTS
2015
26. CASH AND BANK DEPOSITS AND CASH
AND CASH EQUIVALENTS
Cash and bank deposits
Cash
Current accounts
Term deposits
Negotiable securities
Other cash investments
Cash and cash equivalents:
Bank overdrafts (Note 30)
2015
2014
1,769,206
18,883,439
398,424
62,425,727
83 476 796
1,169,744
19,562,480
36,885,404
62,555,562
120,173,190
(1,045,368)
82,431,428
(1,001,933)
119,171,257
182
REPORT AND
ACCOUNTS
2015
Consolidated cash flow statements:
The most significant inflows related to financial investments occurring
during the financial years ended on 31 December 2015 and 2014 are:
Dr, Campos Costa - Consultório de Tomografia Computorizada, S,A,
Escala Braga - Sociedade Gestora do Edifício, S,A, (Supplementary capital)
Escaa Parque – Gestão de Estacionamento, S,A, (Supplementary capital)
HMR - Health Market Research, Lda,
2015
2014
6,841,000
843,204
7,684,204
578,000
630,700
50,000
1,258,700
2015
2014
12,390,104
2,690,000
82,977
50,000
-
-
17,500
17,500
-
The most significant payments related to financial investments occurring
during the financial years ended on 31 December 2015 and 2014 are:
Hospital CUF Santarém, S,A, (Supplies)
Manuel Guimarães, Lda,
Digihealth, S,A, (Supplementary Capital)
Imo-health - Investimentos Imoiliários, Unipessoal, Lda,
15,213,081
-
183
REPORT AND
ACCOUNTS
2015
27. SHARE CAPITAL
The share capital at 31 December 2015 amounted to EUR 53,000,000, fully
subscribed and paid-up, and it was represented by 10,600,000 shares
each with the nominal value of five euros.
The share capital was held by the following entities at 31 December 2015:
José de Mello; SGPS; S,A,
Farminveste - Investimentos; Participações e Gestão; S,A,
Number
Ownership
of Shares
Percentage
6,980,100
439,900
3,180,000
10,600,000
65.85%
4.15%
30.00%
100.00%
28. LEGAL RESERVE
Commercial legislation establishes that the Company must reinforce
the legal reserve by at least 5% of the annual net profit until this reserve equals at least 20% of the share capital. This reserve is not available
for distribution to shareholders, however it may be used to absorb losses
once the other reserves have been exhausted, or to increase the share
capital.
184
REPORT AND
ACCOUNTS
2015
29. NON-CONTROLLING INTERESTS
The changes occurred in this item in the financial years ended on
Initial balance at 1 January
Dividends
Capital increase
Capital decrease
Profit for year attributable to non-controlling interests
Final balance at 31 December
2015
2014
3,577,537
(181,257)
(18,536)
70
330,297
3,708,111
3,227,233
(982,832)
806,847
526,290
3,577,37
185
REPORT AND
ACCOUNTS
2015
The breakdown of the non-controlling interests item at 31 December 2015,
by company, is as follows:
Company
VALIR - Sociedade Gestora de Participações Sociais. S,A,
Hospital CUF Descobertas. S,A,
Clínica CUF Belém. S,A,
Clínica de Serviços Médicos e Computorizados de Belém. S,A,
Nova Imagem - Centro Radiodiagnóstico. S,A,
Sagies - Segurança. Higiene e Saúde no Trabalho. S,A,
HD Medicina Nuclear. S,A,
Escala Vila Franca – Sociedade Gestora do Estabelecimento. S,A,
Escala Braga - Sociedade Gestora do Estabelecimento. S,A,
Instituto CUF - Diagnóstico e Tratamento. S,A,
% Not Owned
4.0045%
0.0004%
0.0707%
37.1931%
66.3510%
0.0004%
29.5002%
30.0535%
0.0191%
0.0143%
4.0045%
Non-Controlling Interests
Profit/Loss
(592)
(1)
10,332
194,060
46,061
2
23,243
113,159
46
344
(56,356)
330,297
Total
1,219,280
(8)
16,782
1,290,725
1,008,357
2
266,721
302,045
1,233
(7,188)
(389,839)
3,708,111
186
REPORT AND
ACCOUNTS
2015
30. LOANS
Borrowings at 31 December 2015 and 2014 were as follows:
Non-current liabilities:
Bond loans
Other bank loans
Commercial paper
Current liabilities:
Commercial paper
Other bank loans
Financing through factoring with recourse
Bonded current accounts
Bank overdrafts
2015
2014
99,238,714
15,788,420
115,027,134
49,057,133
47,639,954
8,952,826
105,649,914
16,000,000
5,100,105
5,550,000
1,045,368
27,695,473
13,975,653
10,455,253
4,915,821
3,000,000
1,001,933
33,348,661
142,722,607
138,998,575
.
The Group has contracted three commercial paper programmes with a
limit of EUR 26,000,000.
187
REPORT AND
ACCOUNTS
2015
The bond loans relate to the following issues:
“JOSÉ DE MELLO SAÚDE 2014/2019”
“JOSÉ DE MELLO SAÚDE 2015/2021”
Total loan amount: EUR 50,000,000
Total loan amount: EUR 50,000,000
Nominal value: EUR 10,000 per bond
Nominal value: EUR 10,000 per bond
Maturity: 9 June 2019
Maturity: 17 May 2021
Interest rate: 6-month Euribor plus 3.875%
Interest rate: 6-month Euribor plus 2.95%
These issues were placed with institutional investors and admission to
trading was requested on the regulated markets of Euronext Lisbon and
Luxembourg Stock Exchange.
188
REPORT AND
ACCOUNTS
2015
Other bank loans were broken down as follows at 31 December 2015 and
2014:
Entity
Novo Banco
Montepio Geral
Banif
Santander Totta
Bic
Popular
2015
Current
10,764
1,230,087
3,036,847
694,933
127,474
5,100,105
Non-Current
3,160,156
9,250,668
2,969,190
408,406
15,788,420
2014
Current
9,250,674
1,204,579
10,455,253
Non-Current
43,120,849
4,519,105
47,639,954
Credit lines available but not used
On 31 December 2015 and 2014, the credit lines available and not used
amounted to respectively 25,100,000 euros and 27,784,000 euros.
189
REPORT AND
ACCOUNTS
2015
31. OBLIGATIONS DERIVING FROM LEASE CONTRACTS
Finance leases
The Group has finance lease contracts for various items of its tangible
fixed assets and intangible assets recorded on the balance sheet. The
carrying amount of these assets for each class of asset, at 31 December
2015 and 2014, is as follows:
Tangible fixed assets:
Land and natural resources
Buildings and other constructions
Basic equipment
Office equipment
2015
2014
52,430,706
21,303,249
1,699,250
75,433,205
1,964,017
63,822,387
23,041,682
3,156,099
91,984,185
2015
2014
10,460,085
58,919,624
69,379,709
12,353,257
70,852,585
83,205,841
Total future minimum lease payments at the balance sheet date, broken
down by maturity periods, are detailed in the following table:
Minimum finance leasing instalments:
Not over one year
Over one year and not exceeding five years
Over five years
190
REPORT AND
ACCOUNTS
2015
Rents of EUR 21,324,409 and EUR 14,754,270 were paid for the financial
years ended on 31 December 2015 and 2014, respectively, in relation to
finance leasing contracts.
Operating leases
The operating lease contracts in force with the José de Mello Saúde Group
essentially relate to vehicles and office equipment.
Costs of 4,227,028 euros and 2,478,287 euros were recognised for the
financial years ended on 31 December 2015 and 2014, respectively, relative
to operating leasing contracts instalments.
32. EMPLOYEE BENEFITS
The subsidiary Hospital CUF Infante Santo, S.A. (“HCIS”) has the liability
of topping-up the retirement pensions of some of its employees with
whom this liability was agreed. Although it has not established any fund
or insurance to cover this liability, a provision has been set up for this
purpose, which is updated annually according to an actuarial study
conducted by a specialised and independent entity.
The expiry of the Collective Labour Agreement with the Ministry of Labour
was formally, and in accordance with legislation in force, applied for in
relation to employees still working. This came into effect on 6 February
2013. The law envisages, according to a legal opinion, no change to the
“remuneration, category and respective definition, duration of working
hours and social protection schemes whose benefits are substituted by
those of the general social security scheme or by substitution protocol of
National Health Service.” The pension top-up does not fit in with this
requirement and ceases to have effect from February 2013. Accordingly,
the liability remains in force for retired employees of HCIS.
According to the evaluation report presented by Watson Wyatt International Limited, Sucursal em Portugal, the current amount of liabilities with
retirement pensions for past service, at the date of the statement of
financial position, is estimated on 1,508,000 euros (1,464,000 euros in
2014). The adjusted provision for retirement pensions is reported in Note
33.
The actuarial evaluation of pension plan liabilities was performed according to the Projected Unit Credit method, taking into consideration the
following assumptions:
Discount rate (before retirement)
Discount rate (after retirement)
Pensions growth rate
Mortality table:
For men
For women
Number of Retirements
Average Age
2015
2014
1.50%
1.50%
0.00%
1.90%
1.90%
0.00%
TV 73/77 (-1 ano)
TV 88/90
55
72
TV 73/77 (-1 ano)
TV 88/90
55
71
191
REPORT AND
ACCOUNTS
2015
33. PROVISIONS AND ACCUMULATED IMPAIRMENT LOSSES
Provisions
The changes occurred in provisions during the financial years ended on
Employee
Benefits
(Note 32)
Taxes
Provisions
Environmental
Issues
Total
Others
Total
Liabilities
Increase
Use
Reversal
Investment plan (Note 16)
Financial allocations
2,075,908
(121,420)
1,954,488
3,521,310
(2,970,499)
(160,000)
390,811
5,000
5,000
8,716,872
3,281,651
(2,366)
(310,308)
742,628
(64,651)
12,363,825
12,243,182
3,281,651
(2,366)
(3,280,807)
(160,000)
742,628
(64,651)
12,759,637
14,319,090
3,281,651
(2,366)
(3,402,227)
(160,000)
742,628
(64,651)
14,714,125
Increase
Reversal
Financial reversals
(192,115)
1,762,373
390,811
5,000
770,017
(532,008)
(22,738)
12,579,097
770,017
(532,008)
(22,738)
12,974,908
770,017
(724,123)
(22,738)
14,737,281
The Others item mainly includes provisions for risks arising from the
business of providing hospital services. It also includes a provision
192
REPORT AND
ACCOUNTS
2015
intended to address the liability for replacing equipment as established in
Annex V of the Management and operation contract of Vila Franca
Hospital; this provision was set up in the 2013 year against intangible
assets (Note 16) following the transfer to the new facility, which was when
new capacity was acquired and an investment plan was prepared
which envisages the recognition of the future liability to replace the
referred equipment by the end of the contract.
Impairment losses
The changes occurred in accumulated impairment losses during the financial years ended on 31 December 2015 and 2014 were as follows:
Impairment Losses on Current Assets
Trade Receivables
Accrued Income
Inventories
and Advances to
(Note 21)
(Note 22)
Suppliers (Note 23)
OtherDebtors
(Note 24)
Total
Increase
Use
Reversal
Transfers
-
19,657
1,657
12,665,225
235,481
(139,470)
(3,070,510)
(334,837)
9,355,889
1,990,900
(423,000)
1,567,900
14,675,782
235,481
(139,470)
(3,070,510)
(423,000)
(334,837)
10,943,446
Increase
Use
Reversal
-
21,523
(19,657)
21,523
486,513
(2,823)
(202,050)
9,637,528
(1,567,900)
-
508,036
(22,480)
(1,769,950)
9,659,052
193
REPORT AND
ACCOUNTS
2015
Goodwill
(Note 15)
Impairment losses on Non-Current Assets
Tangible Fixed
Other Investments
Non-Current Assets
Assets (Note 17)
(Note 19)
Held for Sale
Total
Increase
Use
Reversa
3,575,232
3,575,232
993,405
993,405
2,114,087
(248,234)
(550,000)
1,315,853
-
2,114,087
4,568,637
(248,234)
(550,000)
5,884,490
Increase
Use
Reversal
3,575,232
-
-
97,000
-
97,000
-
-
-
-
-
993,405
1,315,853
97,000
5,981,490
194
REPORT AND
ACCOUNTS
2015
During 2015 and 2014, the changes occurred in the Impairment losses and Provisions items were offset against income:
Employee benefits
Provisions
Impairment losses on non-current assets
Impairment losses on current assets
34. TRADE PAYABLES AND ADVANCES
FROM CLIENTS
These items were broken down as follows
at 31 December 2015 and 2014:
Trade payables, current account
Trade payables, invoices pending
Advances from clients
Increase
2015
Reversal
770,017
97,000
508,036
(192,115)
(532,008)
(352,924)
(1,769,950)
Total
Increase
2014
Reversal
(192,115)
238,009
(255,924)
(1,261,914)
(1,471,945)
3 281,651
4,568,637
235,481
(121,420)
(3,280,807)
(550,000)
(3,070,510)
Total
(121,420)
844
4,018,637
(2,835,029)
1,063,032
2015
2014
76,144,434
7,127,391
2,912,290
86,184,115
66,190,433
6,594,919
2,179,181
74,964,533
195
REPORT AND
ACCOUNTS
2015
35. OTHER CURRENT CREDITORS
These items were broken down as follows at 31 December 2015 and 2014:
São Marcos Hospital (a)
Employee benefits (Note 2,3)
Fixed asset suppliers
Personnel and Trade Unions
Fees
Clinical events and conference days
Consultants, Advisors and Intermediaries
Surety bonds
Other creditors
2015
2014 Restated
3,137,110
2,504,268
131,254
710,070
303,777
118,929
96,114
249,386
7,250,907
3,125,511
2,345,322
1,553,398
652,233
298,948
101,022
68,088
34,265
132,189
8,310,976
(a) According to the Management contract with ARS Norte, Escala Braga
– Sociedade Gestora do Estabelecimento, S.A. shall deliver to São Marcos
Hospital 90% of the revenue from the provision of medical services already performed by 1 September 2009 but for which the invoice had not yet
been issued and 90% of revenue from customers which had already been
invoiced by that date but had not yet been collected.
The Other creditors item contains several balances payable to different
entities for transactions not related to the core activities of the Group.
196
REPORT AND
ACCOUNTS
2015
36. OTHER CURRENT LIABILITIES
Accrued costs:
Wages payable
Medical fees
Operating costs:
Procurement
Sundry external supplies and services
Personnel costs
Duties
Other operating costs
Financial expenses
Escala Braga increase costs
Other accrued costs
Deferred income:
Financial income
Rebilling
Rents and leases
Other deferred income
2015
2014
23,965,731
19,172,594
22,979,879
16,389,025
303,914
5,933,689
4,342,591
406,726
193,722
92,570
2,136,374
56,547,910
787,869
5,711,227
3,256,514
338,487
400,638
692,000
994,138
217,682
51,767,458
565,943
14,141
311
580,395
606,611
152,096
16,157
774,864
57,128,305
52,542,322
197
REPORT AND
ACCOUNTS
2015
37. FINANCIAL DERIVATIVE INSTRUMENTS
In 2014, the JMS Group had almost all its funds indexed at variable rates.
Financial instruments for minimising risks of exposure to variations in
interest rates were contracted under the risk management policy (Note
38) during the year ending on 31 December 2015. These were in the form of
plain vanilla interest rate swaps that cover 100% of debenture loans emitted in June 2014 and May 2015 (100 million euros). Swaps contracted
respect the characteristics of the aforementioned loans emitted so that
they may be considered hedge products (same indexer, same interest
period and payment deadlines). On the interest payment date, the JMS
Group receives interest indexed to Euribor six months for 100% of the
debenture capital and pays interest at a fixed rate on the same amount.
On 31 December 2014 and 2015, the JMS Group had contracted the
following financial derivative instruments:
Asset
Current
Liability
Non-Current
Current
Non-Current
Derivatives designated as cash flow hedging
Interest rate Swaps
-
-
-
1,487,808
Total derivatives assets/liabilities
-
-
-
1,487,808
198
REPORT AND
ACCOUNTS
2015
The figure recognised in this item refers to six “Swap” interest rate
contracts signed by the JMS Group to cover the risk of interest fluctuation.
Characteristics of financial derivative instruments contracted in relation
to financing operations on 31 December 2014 and 2015 were as follows:
Fair value
Derivatives designated
as cash flow hedging
Interest rate Swaps
13121-001 Swap
13136-001 Swap
13121-002 Swap
13137-001 Swap
13152-001 Swap
13153-001 Swap
Notional
25,000,000
12,500,000
25,000,000
12,500,000
12,500,000
12,500,000
Currency
Eur
Eur
Eur
Eur
Eur
Eur
Economic objective
Cash flow hedge of bonds
Maturity
19 June
19 June
21 May
21 May
21 May
19 June
2015
(346,194)
(158,448)
(454,049)
(273,507)
(154,873)
(100,737)
(1,487,808)
2014
0
Financial derivative instruments show a notional of 100 million euros, the
fair value of these instruments being 1,487,808 euros on 31 December 2015.
The hedged risk is the variable rate indexer to which interest on loans is
associated. The aim of this coverage is to transform variable interest rate
loans into a fixed interest rate.
199
REPORT AND
ACCOUNTS
2015
38. FINANCIAL RISK MANAGEMENT
the financing markets, and it carefully and judiciously selects the most
efficient alternatives.
The Group, like most companies, is exposed to a number of market risks
related to changes in interest rates and liquidity risks arising from its
financial liabilities, as well as the credit risk resulting from its operational
and cash management activity.
All financial risk management operations, in particular those involving the
use of derivatives require the prior approval of the Finance Director or the
Executive Committee.
Analysed below in more detail are the main financial risks that the Group
is exposed to and the main measures implemented to manage those risks.
Credit risk
Credit risk is the risk that a counterparty fails to fulfil its obligations
regarding a financial instrument, resulting in a loss. The JMS Group is
subject to credit risk in relation to the following activities:
- Operating activity – Customers, Suppliers and other accounts
receivable and payable;
- Financing activities.
Interest rate risk
The interest rate risk management policy is aimed at minimising the debt
cost by keeping the volatility of financial costs at a low level.
Liquidity risk
The financing policy and management of liquidity risk is based on the
following objectives:
- Ensure a schedule of debt maturity that is staggered over time;
- Reduce short-term indebtedness;
- Extend the average maturity of debt.
In order to fulfil the objectives stated above, the Group closely monitors
The management of credit risk relating to customers and other receivables is achieved as follows:
- Following previously established policies, procedures and controls;
- Credit limits are established for all clients based on internal assess
ment criteria;
- The credit quality of each customer is assessed based on credit
ratings provided by specialised external companies;
- The amounts owed are regularly monitored and supplies to the most
significant clients are usually backed by guarantees;
- The JMS Group has factoring contracts in force, through which it grants credit and transfers the collection risk to the Factoring
entity.
The changes in the impairment losses of receivables are disclosed in Note
33.
200
REPORT AND
ACCOUNTS
2015
It is the understanding of the Board of Directors that, at 31 December
2015, the estimated impairment losses on receivables are adequately
reported in the financial statements.
39. FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES
The fair value of financial assets and liabilities is based on market prices,
where available. If these are not available, fair value is estimated using
internal models based on discounted cash flow techniques.
The nominal value less estimated credit adjustments of trade receivables
and payables is assumed to be close to their fair value. The fair value of
financial liabilities is estimated by updating the contracted future cash
flows, at the current market interest rate available for similar financial
instruments.
There are no significant differences between fair values calculated in this
manner and the respective book values.
201
REPORT AND
ACCOUNTS
2015
40. RELATED PARTIES
Transactions and balances between José de Mello Saúde, S.A. (the parent
company) and the Group companies have been eliminated in the consolidation process and are not disclosed in this note. Balances and transactions between the Group and associates and other related parties are
detailed below:
2015
Debit Balances
Related Party
Clients
Efacec Capital Group
Brisa - Auto-estradas de Portugal Group
Efacec - Sistemas de Gestão, S.A.
José de Mello, SGPS, S.A.
José de Mello Energia, S.A.
José de Mello Residências e Serviços Group
CUF Group
José de Mello Imobiliária Group
José de Mello Serviços, Lda.
Beso – Serviços de Comodidade e Conveniência, Lda.
José de Mello Energia, S.A.
M Dados – Sistemas de Informação, S.A.
Hospital Amadora-Sintra - Sociedade Gestora, S.A.
Farminveste - Investimentos, Participações e Gestão, S.A.
86,800
25,496
834
59,446
121,698
294,274
Credit Balances
Shareholders and
Subsidiaries
4,112,780
1,763,018
5,875,798
Suppliers
Other Creditors
1,946,554
62,699
3,018
49,087
14,403
439,120
2,514,881
-
202
REPORT AND
ACCOUNTS
2015
Transactions
Related Party
Efacec - Sistemas de Gestão, S,A,
José de Mello, SGPS, S,A,
José de Mello Participações II, SGPS, S,A,
CUF Group
M Dados – Sistemas de Informação, S,A,
Farminveste - Investimentos, Participações e Gestão, S,A,
José de Mello Energia, S,A,
José de Mello Serviços, Lda,
Sales and Services
Rendered
351,200
210,636
6,893
20,678
145,004
217
717
735,345
Financial Income
181,165
212,953
75,569
469,687
External Supplies
and Services
3,214,514
736,939
29,361
94,542
259,804
95,654
4,430,814
203
REPORT AND
ACCOUNTS
2015
2014
Debit Balances
Related Party
CUF Group
Beso – Serviços de Comodidade e Conveniência, Lda,
Hospital Amadora-Sintra - Sociedade Gestora, S,A,
Clients
128,211
54,868
7,964
615
13
249,417
66,246
507,334
Credit Balances
Shareholders and
Subsidiaries
4,112,780
383,937
1,763,018
6,259,735
Suppliers
Other Creditors
1,363,222
51,912
24,561
1,681
15,485
286,983
1,743,844
-
204
REPORT AND
ACCOUNTS
2015
Transactions
Related Party
José de Mello Participações II, SGPS, S,A,
CUF Group
Sales and Services
Rendered
286,782
206,911
17,913
5,731
175,060
40,446
218
654
1,014
734,728
Financial Income
552,877
1,205
120,872
674,954
External Supplies
and Services
2,924,646
855,218
28,761
48,177
261,375
61,038
4,179,214
205
REPORT AND
ACCOUNTS
2015
The terms and conditions of transactions between the Group companies
and related parties are substantially identical to those normally contracted, accepted and practiced between independent entities in comparable
transactions.
Remunerations of the members of the Board of Directors
The remunerations paid to the members of the governing bodies of José
de Mello Saúde, S.A. in the 2015 and 2014 financial years were EUR 469,074
and EUR 418,020 respectively.
41. CONTINGENT LIABILITIES, GUARANTEES AND COMMITMENTS
Contingent liabilities
The Group is involved in various legal proceedings during the normal
course of its business activities. However, given their nature, the expectation is that the respective outcome will not generate any material effects
on the business undertaken, financial position and results of the
operations.
Guarantees
On 31 December 2015, the companies of the Group had provided guarantees to third parties in the amount of 6,875,000 euros (6,736,000 euros in
2014), detailed as follows:
Financial guarantees provided:
Equity funding commitment letter
Contractual Obligations Compliance
Surety bond for hospital management
contract
Tax proceedings in progress
Municipal councils
Services rendered to National Health
Service
Supply of electricity, water and gas
2015
2014
4,000,000
2,636,845
4,000,000
-
-
2,254,709
120,157
210,957
120,157
116,701
149,309
1,082
1,082
Commitments
In the normal course of its business, the Group makes commitments
related primarily to the acquisition of equipment, under the ongoing
investment operations, and the purchase and sale of financial
investments.
According to the Portuguese Commercial Companies Code, the parent
company, José de Mello Saúde, S.A. is joint and severally liable for the
commitments of its associates with which it is in a control relationship.
206
REPORT AND
ACCOUNTS
2015
42. APPROVAL OF THE FINANCIAL STATEMENTS
The financial statements were approved and the publication authorised by
the Board of Directors on 18 March 2016, and this will be the object of vote
for approval at the General Meeting of Shareholders scheduled for 18 April
2016.
43. SUBSEQUENT EVENTS
Since 31 December 2015 until the date accounts were approved, no relevant facts occurred other than those already adjusted and/or disclosed in
these consolidated financial statements.
The Chartered Accountant
The Board of Directors
207
REPORT AND
ACCOUNTS
2015
8.3. DECLARATION
OF COMPLIANCE OF THE BOARD
OF DIRECTORS
Board of Directors
___________________________________________________________
___________________________________________________________
___________________________________________________________
In accordance with provisions in Article 245(c)(1) of the Securities Code,
José de Mello Saúde, S.A. (“JMS”) Board members declare that, to the best
of their knowledge, the management report, the consolidated and
individual annual accounts, the legal accounts certificate and the other
accounting documents, i) were prepared in accordance with current
accounting standards and give a true and fair view of the assets and liabilities, financial situation and results of JMS and of the companies included
in the scope of consolidation; ii) they faithfully describe the development,
performance and position of JMS business activity and of the companies
included in the scope of consolidation; and iii) they contain a description of
the main risks JMS faces in its activity.
Lisbon, 18 march 2016
___________________________________________________________
___________________________________________________________
___________________________________________________________
___________________________________________________________
___________________________________________________________
___________________________________________________________
___________________________________________________________
___________________________________________________________
208
REPORT AND
ACCOUNTS
2015
8.4. INFORMATION ON THE
SHAREHOLDING STRUCTURE,
ORGANISATION AND CORPORATE
GOVERNANCE
a) Qualifying holdings in the company’s share capital
Entity
José de Mello, SGPS, S.A.
Farminveste - Investimentos, Participações e Gestão, S.A.
TOTAL
Number
Ownership
% of
of Shares
Percentage
Voting Rights
6.980.100
439.900
3.180.000
65.85%
4.15%
30.00%
65.85%
4.15%
30.00%
10.600.000
100.00%
100.00%
209
REPORT AND
ACCOUNTS
2015
b) Identification of shareholders with special rights and description of
these rights.
There are no special rights granted to any company shareholder.
c) Number of shares and bonds held by members of the administrative
and supervisory boards, under the terms and for the effects of provisions
in article447 of the Code of Commercial Companies and article 14 of the
CMVM Regulation No.5/2008.
Members of the Company’s administrative and supervisory boards do not
hold shares or bonds in José de Mello Saúde S.A., as no transaction has
taken place on these bonds during 2015.
Members of José de Mello Saúde S.A. administrative and supervisory
boards do not hold non-voting preference shares representing the share
capital in José de Mello Saúde S.A. Hospital CUF Descobertas, S.A.,
subscribed on the date and under the following terms:
Balance at
31-12-2014
Quantity
Hospital CUF Descobertas, S.A.
Rui Manuel Assoeira Raposo
Acquisitions
Date
Quantity
Balance at
Sales
Amount €
Quantity
Amount €
236
31-12-2015
Quantity
236
130
29-10-2015
30
5.00
100
130
29-10-2015
30
5.00
100
107
29-10-2015
7
5.00
100
77
29-10-2015
77
5.00
0
92
92
56
29-10-2015
0
29-10-2015
56
200
5,00
5.00
0
200
210
REPORT AND
ACCOUNTS
2015
d) Possible restrictions on voting rights, such as limits on voting depending
on the ownership of a number or percentage of shares, time limits imposed
for exercising these rights or systems for equity rights.
There are no restrictions of this nature.
e) Applicable rules on appointment and replacement of members of the
administrative board and on the change of bylaws.
Under the terms of articles of association of José de Mello Saúde S.A.,
there are no special rules on the appointment and replacement of members of the administrative board and on change of José de Mello Saúde
S.A. bylaws With regard to these matters, the corresponding provisions of
the Code of Commercial Companies apply.
f) The powers that the administrative board enjoy, in particular with regard to deliberations on capital increases.
Under the terms of articles of association of José de Mello Saúde S.A.,
there are no special rules on the powers of the administrative board. With
regard to these matters, the corresponding provisions of the Code of
Commercial Companies apply.
The Board of Directors of José de Mello Saúde S.A. delegated the following
competences to an Executive Committee:
i. Routinely manage the company, with the capacity to deliberate on
all matters relating to the exercise of the company’s activity in
relation to its corporate purpose, by deliberations taken by the
Board of Directors and by the General Meeting on matters falling
within the competence of the latter;
ii. Prepare and submit to the Board of Directors, for approval, the
company’s wage, staff management and trading and price policies;
iii.Prepare and submit to the Board of Directors, for approval, the
company’s business and budget plans for the following year, in
addition to proposing possible changes;
iv.Coordinate and continually monitor routine management of
subsidiaries, directly or indirectly, by the company (“Affiliates”),
issuing binding instructions to affiliates in a group relationship, that is, whose equity is owned in full by the Company;
v. For the purpose of the previous paragraph, the Executive Committee should discuss the following matters:
(i) Definition of the Affiliates’ economic planning and financial
strategy, namely:
i. opening and/or expansion of establishments;
ii. development of new activities (e.g. new medical specialities) or significant alteration/reorganisation of existing activities;
iii.signing of commercial agreements, conventions with insurance companies and scientific and academic subsystems and
protocols;
iv.choice of holders of top management positions, namely produc-
tion, clinical and nursing management;
v. monitoring and supervision of relevant projects through a
Steering Committee.
(i) Approval of any Business Plan as well as any changes and
updates made to same;
211
REPORT AND
ACCOUNTS
2015
(ii)Approval of the annual budget and any updates made to same;
(iii)Signing of contracts relating to employment or healthcare,
assuming responsibilities, acquisitions or sales of any assets,
including shares in other companies, whenever the estimated
value exceeds, on an individual basis, than (i) 1,000,000.00 euros
(one million euros) if mentioned in the annual budget, or (ii)
200,000.00 euros (two hundred thousand euros) if not mentioned
in the annual budget;
(iv)Loans, financing, bonds, debt securities, commercial paper and
other forms of third party financing, including the issue of
warranties or standby warranties whenever their value exceeds, on an individual basis, than (i) 1,000,000.00 euros (one million
euros) if mentioned in the annual budget, or (ii) 200,000.00 euros (two hundred thousand euros) if not mentioned in the annual
budget;
vi.Signing all acts and contracts inherent in the company’s activi-
ty, providing that their value does not exceed the amount equivalent
to 15,000,000.00 euros (fifteen million euros);
ii. Taking out bank loans or similar operations, as long as the respecti ve amount does not exceed the equivalent of 15,000,000.00 euros
(fifteen million euros);
iii.Conducting banking transactions, such as open and operate any credit or debit bank accounts, withdraw and endorse cheques and withdraw, accept and endorse letters, promissory notes and other debt securities;
iv.Making receipts and payments on behalf of the company, grant
discharge and issue the required accounting documents;
v. Signing employment or service contracts for company staff, to exercise or be able to discipline and promote, if necessary, the dis-
missal of any employee, in addition to recruiting employees or
special experts, where appropriate;
vi.Establishing new companies, in addition to acquiring or disposing of shares in other companies, as long as the respective holding does not exceed the equivalent of 15,000,000.00 euros (fifteen million
euros);
vii.Signing any types of insurance contracts inherent to the exercise of the Company’s activity;
viii. Proposing to the Board of Directors leases whose annual amount exceeds 1,000,000.00 euros (one million euros), disposal, encum-
brance or acquisition of immovable assets for the Company whose value exceeds 15,000,000.00 euros (fifteen million euros);
ix.Carrying out provision of all movable property and equipment
essential for the exercise of the Company’s activity;
x. Proposing the company’s organigram to the Board of Directors and keep it informed on the subsequent adjustments that prove to be necessary;
xi.Establishing proxies to represent the company in the execution of specific acts through issuing the appropriate instrument for that purpose;
xii.Establishing forensic proxies to represent the Company in any
litigations in which it may be involved, granting them sufficient 212
REPORT AND
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2015
powers to acknowledge, desist and compromise;
xiii. Representing the Company in court and in arbitration as well as appointing arbitrators in any litigation in which it may be involved;
xiv. Proposing the holders of governance bodies of the Affiliates in which the Company’s Executive Committee should hold shares.
The amounts indicated presumes prior budgeting of respective expenses
and/or liabilities. As they are non-budgeted expenses and/or liabilities,
these limits are reduced to 40% (forty percent) of the amount indicated.
Also, under the powers delegated to it, the Executive Committee is able to
define responsibilities and areas of operation of each member, in terms of
the Company’s internal structure, coordination and monitoring of its
operation in general and of held companies in particular.
h) Annual amount for remuneration awarded, in aggregated and individual
form, for members of the administrative and supervisory boards of the
Company, for the effects of Law No. 28/2009, of 19 June.
i. Gross remuneration paid by José de Mello Saúde, S.A. to members of
the Board of Directors during 2015
g) Key elements of the internal control systems and risk management
implemented in the company on the process of disclosing financial
information.
Matters on internal control and risk management systems in existence in
the José de Mello Saúde group are detailed in point 4 of the Management
Report.
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2015
Name
Position
Remuneration (euros)
Chairman of Board of Directors and Executive Committee
Vice-Chairman non-executive
Vice-Chairman non-executive
Executive Director
Executive Director
Executive Director
Executive Director
Executive Director
Non-executive Director
225,259,2
50,000,0
182,914,3
186,679,3
198,719,4
184,013,5
254,375,8
-
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2015
ii. Gross remuneration paid by José de Mello Saúde, S.A. to members of the
Supervisory Board during 2015.
Members of the Supervisory Board have a gross annual remuneration of
1,800 euros for the Chairman and 1,200 for Members. Remuneration for
the months of the previous year in which duties were performed was only
paid at the start of this year as they were named in June 2014.
i) Amount of annual remuneration paid by the company and/or by legal
persons in control or group relationship to the auditor and to other natural
or legal persons and specification of the percentage for each type of
service.
Description
Value (euros)
Value of accounts revision services
Value of guarantee of reliability
Value of tax consultancy services
Value of other non-account revision services
185.395
0
120.050
24.000
TOTAL
329.445
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2015
8.5. Statutory and
Auditor’s Report for 2015
Introduction
1. In compliance with the applicable legislation, we hereby present our
Statutory Audit and Auditor’s Report on the Consolidated Management
Report and the consolidated financial statements enclosed for the year
ending on 31 December 2015 for José de Mello Saúde, S.A.. These includes:
the Consolidated Statement of Financial Position on 31 December 2015
(which shows a total of 478,776,687 euros and a total equity of 81,269,266
euros, including a net income attributed to shareholders of the parent
company of 21,893,940 euros), the Income and Other Consolidated Comprehensive Income Statement, Consolidated Statement of Changes in
Equity and Consolidated Statement of Cash Flows of the year ending on
that date, as well as the corresponding Notes to the Financial Statements.
Responsibilities
2. The Board is responsible for:
a) preparation of consolidated financial statements showing the true and
appropriate financial position of the group of companies included in the
consolidation, the consolidated income and other comprehensive income
of their operations, the consolidated changes in equity and the consolidated cash flows;
b) preparation of historical financial information in accordance with International Financial Reporting Standards as adopted by the European Union,
that is complete, true, timely, clear, objective and licit, as required by the
Securities Code;
c) adoption of adequate accounting policies and criteria;
d) maintenance of an appropriate internal control system;
e) information on any relevant fact that has influenced the activity of the
group of companies included in the consolidation, their financial position
or income and other comprehensive income.
3. Our responsibility is to audit the financial information contained in these
documents, to ascertain if it is complete, accurate, current, clear, objective, and compliant with applicable regulations established by the Securities
Code with the objective of expressing a professional and independent opinion, on such information, based on our audit.
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REPORT AND
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2015
Scope
4. Our audit was conducted in accordance with the auditing and technical
standards issued by the Institute of Statutory Auditors, which is required
to be planned and performed with the objective of obtaining an acceptable level of assurance as to whether the consolidated financial statements
are free of relevant material misstatements. As such, our audit included:
5. Our examination also covered the verification of the financial information consistency in the Management Report, with the other documents
comprising the financial statements, as well as the verifications set out in
paragraphs 4 and 5 of Article 451 of the Commercial Companies Code.
- verification that the financial statements of the companies included in
the Consolidated Financial Statements were appropriately examined and
the assessment of the significant estimates and judgements made by the
Board of Directors in the preparation of the financial statements;
- verification of the consolidation process;
- assessment as to whether the accounting policies adopted and their
disclosure are appropriate, under the circumstances;
- verification of the appropriateness of the going concern principle;
- assessment as to whether the overall presentation of the consolidated
financial statements is reasonable;
- assessment as to whether the consolidated financial information is
complete, accurate, current, clear, objective and compliant.
Opinion
7. In our opinion, the consolidated financial statements referred to above,
present a true and fair view, in all material respects, of the consolidated
financial position of José de Mello Saúde, S.A. on 31 December 2015 the
consolidated income and other comprehensive income of its operations,
consolidated changes in equity and consolidated cash flows for the
year then ended in conformity with International Financial Reporting
standards as endorsed by the European Union, and the information
therein is complete, accurate, current, clear, objective and compliant.
6. We believe that this examination provides an acceptable basis for the
expression of our opinion.
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2015
Report on other legal requirements
8. It is also our opinion that the financial information presented in the
Consolidated Management Report is in agreement with the consolidated
financial statements for the period and that point 8.4 – Information on the
Shareholding Structure, Organisation and Corporate Governance –, included in the Annual Report, satisfies the requirements of Article 245 – A of
the Securities Code.
Ernst & Young Audit & Associados – SROC, S.A.
Sociedade de Revisores Oficiais de Contas (No. 178)
Represented by:
Paulo Jorge Luís da Silva (ROC nº 1334)
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2015
8.6. Board of Auditors’
Report and Opinion
Dear Shareholders,
We would like to present you with the Report and Opinion on the
individual and consolidated accounts and the individual and consolidated
management report for José de Mello Saúde, S.A., for the year ending on
31 December 2015.
During the financial year and as part of our appointed duties, we carried
out, with satisfactory results and with the frequency and extent deemed
most adequate, a general audit of all accounting procedures, as well as
surveys of their corresponding records and other probative elements.
With regard to internal controls and risk assessment, the Audit Board
regularly interacted with several of the company’s departments, such
as internal audit board, financial management, strategic planning,
management and innovation control and organisational development and
quality, where it obtained all explanations and reassurance considered
necessary.
We positively report the marked improvement in the net worth of the
company either in individual or in consolidated terms. Also worthy of
mention is the increase in the company’s balance sheet to over 478
million euros, which was partly due to the increase in the consolidation
perimeter through the purchase of an hospital in Santarém. The gross
debt decreased 10.1 million euros in comparison with 2014, which is
justified by reimbursement of consolidated mutual benefits from Novo
Banco and partial amortisation of real estate leases held by Imo Health.
Despite the reduction of the gross debt, the net debt increased by 26.6
million euros due to the purchase of land for the new Hospital in Lisbon
and the Santarém Hospital, which implied a reduction in cash. The
financial leverage ratio, namely D/EBITDA, increased to 2.0x (1.8x in 2014).
Financial autonomy increased to 17.0% in comparison with 2014 due to the
reinforcement of consolidated equity.
The report of Board of Directors explains the orientation of the policy
followed by the Company during the year as well as the activities
proposed for 2016.
The Statement of Financial Position, Income and Other Comprehensive
Income Statement, Statement of Changes in Equity, Statement and Cash
Flow and respective Annex comply with legal requirements, and show
the position of accounting records at the end of the year as well as the
Company’s financial position.
As required from us, we verified the terms of the Legal Certification of
Accounts, issued by the Statutory Auditor, and concluded that its content
merits our agreement.
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2015
On this basis, we understand that the documents mentioned above, when
read as a whole, provide us with a good understanding of the financial situation of José de Mello Saúde, S.A. on 31 December 2015, and satisfy legal and statutory provisions.
Finally, we would like to thank the Management and all Employees in the
service of the Company who we contacted, for all the cooperation we received when performing our duties.
We are therefore of the opinion that:
1. The proposal to distribute profits contained in the 2015 Management
Report meets the requirements of the Commercial Companies Code;
2. The 2015 Management Report meets the requirements of the Commercial
Companies Code;
3. The published report includes the elements listed in article 245-A of the
Securities Code on the structure and practices of corporate governance;
The Audit Board
4. The Statement of Financial Position, the Statement of Income and Other
Comprehensive Income, Statement of Changes in Equity, Statement of
Cash Flows and Annex of the financial year of 2015 meet the applicable
legal and accounting requirements;
5. The Consolidated Statement of Financial Position, the Consolidated
Statement of Income and Other Comprehensive Income, Consolidated
Statement of Changes in Equity, the Consolidated Statement of Cash
Flows and Consolidated Notes meet the applicable legal and accounting
requirements;
Chairman
João Filipe de Moura-Braz Corrêa da Silva
Member
Member
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2015
8.7. DECLARATION OF COMPLIANCE
OF THE AUDIT BOARD
In accordance with provisions in Article 245(c)(1) of the Securities Code,
José de Mello Saúde, S.A. (“JMS”), the members of the Audit Board declare
that, to the best of its knowledge, the management report, the consolidated and individual annual accounts, the legal accounts certificate and the
other accounting documents, i) were prepared in accordance with current
accounting standards and give a true and fair view of the assets and liabilities, financial situation and results of JMS and of the companies included
in the scope of consolidation; ii) they faithfully describe the development,
performance and position of JMS business activity and of the companies
included in the scope of consolidation; and iii) they contain a description of
the main risks JMS faces in its activity.
The Audit Board
___________________________________________________________
José Manuel Gonçalves de Morais Cabral (Chairman)
___________________________________________________________
João Filipe de Moura-Braz Corrêa da Silva (Member)
___________________________________________________________
Lisbon, April 1, 2016
José Luís Bonifácio Lopes (Member)
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2015 - José de Mello Saúde

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