HOSpItAl WItH A sana Kliniken aG
Transcription
HOSpItAl WItH A sana Kliniken aG
Fu tuRE HOSpItAl WItH A AnnuAl REpORt 2011 Sana Kliniken AG Oskar-Messter-Straße 24 ❘ 85737 Ismaning ❘ Germany tel. +49 (0)89 678204-0 ❘ Fax +49 (0)89 678204-179 info@sana.de ❘ www.sana.de sana Kliniken aG 5-year overview of ratios the Sana facilities 2007 2008 2009 2010 2011 result of operations Sales EuR million 946.0 1,063.5 1,254.0 1,484.9 1,629.2 EBItdA EuR million 97.5 103.0 119.9 147.8 151.9 EBIt EuR million 49.9 60.0 66.7 85.4 91.7 EAt EuR million 32.1 36.2 40.3 47.7 52.8 EBItdA margin in % 10.3 9.7 9.6 10.0 9.3 EBIt margin in % 5.3 5.6 5.3 5.8 5.6 Equity ratio in % 26.0 28.5 31.4 26.8 33.5 net gearing in % Key ratios Hameln net debt to EBItdA 83.1 60.4 38.8 72.9 44.7 2.30 1.83 1.26 2.04 1.56 Return on capital employed (RoCE) in % 8.5 8.7 9.5 10.3 9.9 Return on equity in % 13.1 12.4 11.5 11.9 11.2 Balance sheet total EuR million 1,037.6 1,097.2 1,234.6 1,541.0 1,583.7 Balance sheet and cash flow Hospital with Sana majority holding Hospital with Sana minority holding Hospital managed by Sana Retirement and care homes with Sana majority holding Retirement and care homes with Sana minority holding Retirement and care homes managed by Sana Acute care hospital Rehabilitation hospital Acute care and rehabilitation hospital newly acquired in 2012, not included in 2011 annual financial statements Munich Airport Munich The complete ownership overviews can be found from page 142 onwards. Hospitals Retirement and nursing homes Medical care centres Sana majority holding 37 5 15 Sana minority holding 8 7 6 2) Managed by Sana 10 5 2 total 55 17 23 1) 2) 1) Two of these hospitals are not included in the consolidated financial statements. Consequently, there are 43 Group hospitals. Three of these medical care centres are not included in the consolidated financial statements. Consequently, there are 18 medical care centres in the Group. net debt EuR million 224.0 189.0 150.6 301.4 237.0 Shareholders’ equity EuR million 269.5 312.8 387.9 413.2 530.4 Capital expenditure EuR million 99.7 91.1 98.8 119.0 129.0 of which equity-financed EuR million 37.4 55.0 68.8 73.2 77.7 of which subsidised EuR million 62.3 36.1 30.0 45.8 51.3 EuR million 65.5 92.9 106.7 113.6 131.9 Cash flow from operations others In-patient treatment cases number 253,506 278,784 317,889 368,668 399,800 Out-patient cases number 626,256 696,556 829,471 965,763 1,070,448 Fully out-patient beds number 6,700 6,683 7,403 8,516 8,837 Employees number 16,338 16,495 19,148 22,483 23,626 Sana Kliniken Contents 2 Hospital with a future 2Interview with the Sana Kliniken AG is Germany’s fourth largest private hospital group. Its business model is based on long-term success and stakeholders’ confidence in the company. this includes double-digit growth rates, innovative services, company management geared towards value-based success factors and a commitment to transparency. Our goal is high-end medicine with a wide range of care services. Sana works closely with independent doctors and pursues the expansion of integrated care, sharing joint regional responsibility with doctors and hospitals. Chairman of the Management Board 6 Best practices 22From the company 22 Highlights from the company 24Foreword by the Chairman of the Supervisory Board 25 Report of the Supervisory Board 26 Executive bodies We meet the increasing requirements for patient safety through Group-wide clinical quality and risk management. patient care and sustainable growth are top priorities for our owners, the private health insurance companies. Sana hospitals are open to all policyholders. 88Consolidated annual financial statements 89 Consolidated income statement 89 Consolidated statement of comprehensive income 90 Consolidated statement of financial position 28 Shareholders 92 Consolidated statement of changes in equity 30 Highlights from medicine and science 93 Consolidated statement of cash flows 32 Quality and innovation management 94 Notes to the consolidated financial statements 46 Staff report 145Further information tARGEtS FOR 2011 RESultS FOR 2011 OutlOOK FOR 2012 • Consolidated net revenue EuR 1.63 billion • Further double-digit growth in core business • Strengthening of Sana’s profile on the healthcare market management structure 65 Sector-specific situation 67 The 2011 financial year – financial overview • Successful integration of the newly acquired hospitals and creation of a care cluster in Berlin-Brandenburg • Targeted strategic enhancement of the Sana portfolio • Attainment of target ranges: RoCE: 9.9 % (1.7 x the cost of capital employed) Net debt to EBITDA: < 3.00 Net debt to EBITDA: 1.56 Net gearing: < 100 % Net gearing: 44.7 % 79 Supplementary report 86 Forecast report • Stable sustainable growth through further adherence to the defined target ranges in 2012 capital • Adoption of the highest equity measure in the company’s history totalling EuR 160 million, extending the equity base to EuR 530 million 70 Earnings, asset and financial situation 80 Opportunity and risk report • Outstanding patient satisfaction as a quality feature: Among this year’s winners of techniker Krankenkasse’s “tK Klinikus” awards, eight Sana hospitals were rewarded for aboveaverage patient satisfaction RoCE: 1.5 x the cost of capital employed • Carrying out a capital increase to strengthen the growth process 61 Organisational and 64 Macroeconomic factors ratios • Adherence to the target ranges of: 59 Overview of the 2011 financial year 60Overview of the organisation 62 Corporate strategy and control • Double-digit revenue growth attained despite a challenging general situation (e.g. EHEC crisis) portfolio • Continuation of the successful expansion of the hospital portfolio 145 Auditor’s report 146 Addresses of the Sana facilities and operations Growth • Further double-digit growth with expected consolidated net revenue of approximately EuR 1.7 billion 58 Group management report 59 General and business conditions • Future-oriented optimisation of the borrowing structure 148 Imprint ANNUAL REPORT OF SANA KLINIKEN AG 2011 Hospital with a future From the company Group management report Consolidated financial statements Further information Interview with the Chairman of the Management Board Future Hospital with a Where is healthcare going? How can care be ensured in the long term, especially in structurally weak areas? And what is the role of the private hospital companies in all this? Dr Michael Philippi, Chairman of the Management Board of Sana Kliniken AG, provides an outlook for 2012 and beyond. “Hospital with a future” is the theme of the annual report for 2011. Is the focus here on shareholder value? The confidence of shareholders and the capital markets can only be gained through sustainable operations. This includes attaining an appropriate return on equity and interest on borrowing. Hospitals are capital-intensive. Managing the structural change that lies ahead will require substantial investment. Either the state provides the funds – in contravention of its stated aim of making savings – or the hospitals generate these funds themselves. The question is not whether we need to earn money, but “how”. And we are working on this every single day. A private hospital company focuses on finding a stable balance between patient requirements, employee interests and economic challenges. The problems of healthcare provision in rural regions are currently the subject of much discussion. What solutions does Sana have to offer? The hospitals of the Cham district, which we purchased a few weeks ago, are a good example of the tasks to be overcome. In the past, the three hospitals in the district have tried to distinguish themselves from the competition. It is clear that the local interests of the individual locations have dominated. Our task will be to view hospital care in the district holistically, devise sound medical focal points and thus improve and expand the overall range of services. This is the only way to turn the substantial deficit of the district hospitals into surpluses and ensure high-level medical care in the future. 2 Dr Michael Philippi Chairman of the Management Board (CEO) “Our experience proves that there are viable individual solutions in each case.” Our experience in similar care situations, for instance, in Templin in the Uckermark district, Pegnitz in Upper Franconia or Wildbad in the Black Forest, proves that there are viable individual solutions in each case. Where do you see the future of hospital care in rural regions? The hospitals will be at the heart of healthcare provision in the country. I firmly believe that the independent specialist doctors will only work in conjunction with the hospitals in future. First-aid and emergency care services at practice clinics, which will gradually have to absorb care responsibilities in conjunction with specialist providers, are only feasible on an out-patient-in-patient basis in the long term. In these regions, we are at the start of a convergence of the care sectors. This is also an essential requirement for creating attractive incentives to work outside the urban area, especially for doctors. Does this mean that the privatisation wave is now reaching rural districts? If a privatisation wave ever occurs, it must also incorporate the small and medium-sized hospitals. Even though public debate is naturally focused on the situation of the major players – university hospitals, medical centres and maximum-care hospitals – hospital care in Germany is mainly provided by small and medium-sized hospitals. However, in view of experience from recent years, forecasts on the extent of privatisation should be viewed with caution. But one thing is true: the economic pressure on the rural districts is growing. Ultimately, healthcare provision is about preserving an essential part of the infrastructure. 3 Hospital with a future ANNUAL REPORT OF SANA KLINIKEN AG 2011 From the company Group management report Consolidated financial statements Further information Interview with the Chairman of the Management Board Management Board of Sana Kliniken AG* So don’t you think the local authorities have the right capabilities? I do, but I see the huge strains and the wide variety of different tasks as well as the financial bottlenecks, all in the midst of a serious debt crisis. We can take one task away from the rural districts: ensuring hospital care. There are plenty of other issues that require the capabilities of our regional administrative bodies. “We have the challenging task of making Sana Kliniken fit for the conditions and requirements of the future.” “ Only financially sound hospitals can meet their responsibility to people and their respective regions on a long-term basis.” “Our employees are a key success factor, which is why personnel management is a top priority at Sana.” Dr Michael Philippi Thomas Lemke Jan Stanslowski The business studies graduate who also holds a PhD from the University of Cologne looks back on a long and successful career at Sana Kliniken AG. The former managing director of a consultancy firm has held several managerial posts at Sana since 1995, and was appointed to the senior management team in 2004. Dr Michael Philippi, born in 1957, became Chairman of the Management Board in 2008. After graduating from the Technical University Berlin with a degree in business administration, Thomas Lemke (intake year 1969) worked for several years in a senior role as a tax consultant and auditor for a prestigious international auditing firm. He joined the Management Board of Sana Kliniken AG in 2006. Jan Stanslowski, born 1965, is optimally acquainted with the hospital management operations of Sana Kliniken AG, having worked for the company in several managerial posts. The business studies graduate, who studied at the University of Innsbruck, has been a member of Sana’s Management Board since 2006. He also took on the role of Labour Relations Director in 2008. As a commercial enterprise, you claim to be committed to social responsibility. How can the two be reconciled? Hospitals are often a regional economic factor and the biggest employer in a region. This results in a high level of responsibility, particularly as a commercial enterprise dealing with the conflicting priorities of healthcare. Value-oriented corporate management must be lived out on a daily basis. That is why we encourage our hospitals to exercise social commitment in their locality. In this way, we can vindicate the trust placed in us. Where do you see your company at the end of 2012? We will improve our existing skills and continue to grow. We are ready and able to take on responsibility for new locations. The financial conditions were put in place with the capital increase last year. 2012 got off to a good start with the acquisition of the hospitals of the Cham district and Hanseklinikum Wismar. Progress with quality and personnel management is also on the agenda. This will create new impetus to make choosing Sana Kliniken AG as a partner an easier decision for municipal and non-profit operators. “We are well-placed to take on responsibility for new locations.” Chairman of the Management Board (CEO) Member of the Management Board (CFO) Member of the Management Board and Labour Relations Director * Dr Markus Müschenich left the company on 31 January 2012. 4 5 Hospital with a future ANNUAL REPORT OF SANA KLINIKEN AG 2011 “My grandson is treated here just as well as I am.” Investment in key medicine for the 21st century Innovative medicine, profitability and financial strength are three of the main advantages that set private hospitals apart. These are important factors in a healthcare system that is chronically affected by financial constraints. With a sound economic situation, they are playing a key role in ensuring ongoing top-level patient care in the future. The example of the medical centres in Hof (Franconia) and Duisburg shows what this means in practice. Sana Kliniken has breathed new life into both locations. They are now regarded as innovative, integrated health centres with highly attractive care services. The cardiology, neurology, orthopaedics and geriatric medicine departments play a major role here, and are the keys to 21st-century medicine in the context of demographic change. tive a v o Inn 6 7 ANNUAL REPORT OF SANA KLINIKEN AG 2011 Hospital with a future From the company Group management report Consolidated financial statements Sana Klinikum Hof: improved medical treatment and service When Sana Kliniken AG acquired the hospital in 2006, it was dominated by one thing in particular: challenges. As well as losses and a high investment requirement, the growing loss of confidence among the population was particularly unsettling. Only 60 per cent of all patients in the catchment area opted for treatment at the former municipal hospital. Consequently, Sana undertook modernisation measures and significantly extended the range of services. The care requirement arising from demographic trends was constantly at the heart of this. Major care gaps were closed in the areas of cardiology and neurology. At the request of the German Ministry of Health, important care services for people in the final phase of their life were put in place with the creation of a department for palliative care and pain therapy at the Sana Klinikum Hof. Optimised structures and processes such as central occupancy management ensure more efficient capacity utilisation and extra quality for patients. They benefit from much-reduced waiting times and less overcrowding. The admissions procedure has also noticeably improved. Klinikum Duisburg: into the black with high quality 40 per cent revenue growth – this impressive figure was posted at the Klinikum Duisburg four years after Sana took over the reins. It was incorporated in the Sana Kliniken AG Group with a 49 per cent stake. The impressive financial figures are accompanied by the expansion of the existing main areas of expertise in order to safeguard the hospital’s position as a maximum-care provider in the competitive environment. However, the main focal point is the quality of care for patients. The KTQ and patient safety certification obtained is proof of this. The range of services has also been extended with a view to the future, for example by establishing a centre for geriatric trauma and orthopaedics and expanding the top-level perinatal centre, thus reinforcing the family-oriented ethos of the hospital. With its extensive specialist departments, the neurological centre has a high profile and is the only one of its kind in the region. Numerous external linkups are also significant factors in the success of the neurological centre. And as more work also requires more staff, almost 300 new full-time employees have been taken on by Sana at the Klinikum Duisburg. Sana Klinikum Hof Academic Teaching Hospital of Friedrich Alexander University, Erlangen-Nuremberg iii MILESTONES • Introduction of innovative organisational concepts: central patient admission and occupancy management • Implementation of new specialist departments for cardiology, neurology and gastroenterology • Establishment of palliative care and pain therapy • Formation of the national intestinal centre • Creation of transparent communication and information structures ! e v i ovat Inn www.sana-klinikum-hof.de Klinikum Duisburg cine i d e M oung y r fo old and Further information Academic Teaching Hospital of the University of Duisburg-Essen MILESTONES • Creation of 300 new jobs since acquisition as a minority holding by Sana in 2007 • Development of the neurological centre as the only one of its kind in the region • Establishment of the centre for geriatric trauma and orthopaedics • Expansion of the top-level perinatal centre for prenative babies (level 1) • Family-oriented ethos through creation of an interdisciplinary early intervention centre www.klinikum-duisburg.de te nihita tiume llaut a e d anit o runt encu ntur e e sequi Erion tiore volec trum quis ta os ndu molup volorem p llabo. Itale o tis v s. s i a d le m n e v ciist e uam repre a e u seq ae q repud conse 8 9 Hospital with a future ANNUAL REPORT OF SANA KLINIKEN AG 2011 “Although I am not on duty every weekend, my patients receive the best possible care in an emergency.” Fit e th for ure fut Innovative structures for local care Healthcare and nursing are elements of the basic care provision of any society. Probably the most significant socioeconomic change facing our society is demographic change: the population is getting older overall, and population numbers are falling. This trend starts earlier in rural, structurally weak areas than in conurbations. Sana hospitals like the one in Pegnitz in Upper Franconia or Bad Wildbad in the Northern Black Forest ensure local basic and standard care in these rural regions. To this end, they work closely with independent doctors and pursue the integrated care, sharing joint regional responsibility with doctors and hospitals. As a privately operated hospital, the Sana Klinik Pegnitz in the region of Upper Franconia performs public services because the public sector has had to scale down its commitment for financial reasons. 10 11 ANNUAL REPORT OF SANA KLINIKEN AG 2011 Hospital with a future From the company Group management report Consolidated financial statements Further information Sana Klinik Pegnitz able Reli al loc rt o supp MILESTONES • Safeguarding of local care • Out-patient emergency care at night and at weekends provided by an emergency doctor at the hospital • Expansion of the range of medical services in endoprosthetics • Formation of the general medical training association with independent general practitioners to ensure general practitioner care in the region • Employees have shared in the company’s success in the past three years www.sana-pegnitz.de Sana Klinik Pegnitz: on a constant upward trend Its acquisition by Sana Kliniken AG in September 2005 ensured the survival of the Pegnitz hospital, the third-largest employer in the region with over 200 staff. Since then, the performance of the hospital has been extremely positive: the number of patients is rising steadily, the headcount has been increased by 10 per cent and the hospital has even seen a new influx of new talent in healthcare careers over the past three years. In contrast to other smaller hospital locations in Germany, the Sana Klinik Pegnitz has not been converted to a specialist clinic in the context of privatisation. Instead, it continues to cover the full range of basic care for the local population – including out-patient emergency care at weekends and overnight. The range of medical care has actually been extended even further as a result of substantial investment. The hospital’s cooperation with independent doctors is particularly intensive, ensuring optimum all-round support for every single patient. Sana-Kliniken Bad Wildbad: state-of-the-art location with top-class services In the structurally weak rural district of Calw, the Sana-Kliniken Bad Wildbad are fulfilling an important care mandate. The location specialises in rheumatology, joint surgery and endoprosthetics, and also provides basic acute medical care. The Sana-Kliniken Bad Wildbad are the only ones in Baden-Württemberg with an internal and orthopaedic rheumatology department – and have a care chain from out-patient care through full or partial in-patient treatment to rehabilitation and an out-patient treatment centre. The emergency surgery opened in January 2011 at the premises of the Sana-Kliniken Bad Wildbad enable provision care for patients outside the working hours of independent doctors. Following extensive conversion work and as a result of cooperation with a surgery for radiology and nuclear medicine, the hospital’s services now include state-of-the-art MRI examinations. This means that patients no longer have to travel to Calw, Pforzheim or Karlsruhe. In addition, the new surgery has created further new jobs in Bad Wildbad. 12 r ! o e f r t i u F t u Sana-Kliniken Bad Wildbad f e h t ff f MILESTONES • Care mandate – including emergency care – for the western German district of Calw • New state-of-the-art hospital – attractive for the townscape and to employees • Efficient process organisation: much-improved performance combined with reduced bed capacity • Internal emergency medical practice in close cooperation with independent doctors • Outstanding radiology and MRT equipment • Provision of orthopaedic and neurological aftercare • Employees share in the company’s success • State-wide care mandate as the Baden-Württemberg rheumatism centre www.sana-wildbad.de 13 Hospital with a future ANNUAL REPORT OF SANA KLINIKEN AG 2011 “Contracts from the hospital are a key pillar for local trade and SMEs in the district.” Stable economic strength in the region The employment market in the hospital sector has proved to be crisis-resistant. At regional level, Sana hospitals create jobs for many employees, including in rural areas. They do not have to travel far either: on average, our hospital employees live within a radius of five to ten kilometres of their hospital and are often actively involved in community life. The Sana Klinikum Hameln-Pyrmont and the Lausitzer Seenland Klinikum are among the largest employers in their respective regions – and among the most popular. We always aim to create attractive conditions so that our employees can enjoy a pleasant working environment. However, Sana is not only a job engine, it also drives the economy as a key customer for local trade and SMEs. In investment projects, we give priority to regional firms when awarding contracts, thus increasing economic strength in the rural districts. ve ti c a r Att 14 15 ANNUAL REPORT OF SANA KLINIKEN AG 2011 Hospital with a future From the company Group management report Consolidated financial statements Further information Sana Klinikum Hameln-Pyrmont Sana Klinikum Hameln-Pyrmont: fully focused on the future With 1,300 employees and a volume of sales amounting to EUR 85 million, the Sana Klinikum Hameln-Pyrmont is the second-largest employer in the town of Hameln. When Sana acquired the hospital in 2009, one of its key pledges was to expand the location and make it fit for the future. Sana invested EUR 70 million in rebuilding the hospital. Further modernisation work totalling EUR 2 million has been carried out on the hospital campus. Regional firms in particular have benefited from the substantial volume of contracts. In addition, through innovative services in secretarial and office organisation, preventive healthcare and training, 35 new jobs have been created in the region. 120 training posts in eight healthcare careers ensure long-term prospects for young people, and are also a valuable investment in the workforce of tomorrow. Outside of the conurbations in particular, it is essential to counter the threat of a shortage of specialist staff, which has already become a reality in some places. Academic Teaching Hospital of the Medical University of Hanover MILESTONES • Development of the healthcare campus on Wilhelmstraße • Formation of the centre for out-patient operations • Establishment of two medical care centres for improved out-patient care • Creation of 35 new jobs as a result of innovative services • Promotion of local cultural projects Lausitzer Seenland Klinikum: new name – new direction Sana Kliniken AG, a strategic partner of the Hoyerswerda council in the context of a 49 per cent minority holding, senses a special responsibility for this hospital location, both to its own employees and to the region. Lausitzer Seenland meant more than a new name for the hospital in 2010 – it also removed the negative image of the past and reinforced its role as the largest local employer with over 1,000 staff. Intensive negotiations with service workers’ union ver.di led to the phased introduction of the Sana Group collective agreement. As well as significantly improved pay terms, promotion of preventive healthcare and reconciliation of career and family for employees are also core components of the agreement. The hospital’s own medical vocational college provides 75 training posts and takes part in numerous career-guidance measures for young people. Emergency care in the region was noticeably improved by the rescue coordination centre opened in 2011 to supplement the helicopter landing pad on the roof of the hospital. The hospital is therefore well-equipped to provide disaster relief in future. ting a e r C ects p s o pr for w rro o m o t y toda www.sana-hm.de Lausitzer Seenland Klinikum Academic Teaching Hospital of the Technical University of Dresden aa MILESTONES • Optimum structure for emergency care in the region • Investment in high-performance MRI • Creation of attractive conditions and remuneration for employees by means of the Sana Group collective agreement • Focus on training: numerous projects for retraining and awards for trainees with excellent results • Extension of cultural commitment as well as promotion of regional projects such as the Lausitzer workshops for employment of disabled people ! e v i t trac At www.seenlandklinikum.de 16 17 Krankenhaus Hospital with mitaZukunft future ANNUAL REPORT OF SANA KLINIKEN AG 2011 “With intelligent programmes for preventive healthcare and early detection, a sustainable in-house health management scheme can help employees and benefit the company.” le ab Valu Active commitment in the social sphere As the fourth-largest private hospital Group, Sana Kliniken AG also regards corporate responsibility as its contribution to society. In this respect, the Sana hospitals have a wide range of commitments: in over 150 social projects at all 50 hospital locations in the areas of children and young people, culture and sport. International aid projects are also supported, as shown by the example of the Regio Kliniken. We are also the only private operator of hospices. As a healthcare service provider, prevention is a top priority. For this reason, Sana hospitals such as the hospital in Remscheid have set up programmes for health awareness and early identification of diseases such as breast cancer and bowel cancer. We are involved in numerous cooperations with universities, interest groups and self-help organisations. 18 19 ANNUAL REPORT OF SANA KLINIKEN AG 2011 Hospital with a future From the company Group management report Consolidated financial statements Further information Sana-Klinikum Remscheid Academic Teaching Hospital of the University of Cologne y Full ed mitt com ocal to l le peop MILESTONES • Focus on health awareness and preventive healthcare for people in the region • Support of the medical advisory centre for mistreated and abused children • Involvement in the youth sport programme for running and handball • Raising awareness of breast cancer care for employees at the premises in the region • Establishment of the preventive healthcare programme relating to early detection of bowel cancer www.sana-klinikum-remscheid.de Regio Kliniken Academic Teaching Hospitals of the University of Hamburg-Eppendorf Sana-Klinikum Remscheid: early detection, prompt action As a major healthcare provider, the Sana-Klinikum Remscheid is particularly committed to health awareness and preventive healthcare in the region. The focus here is on children and young people, employees and the issue of early detection in general. To this end, numerous cooperations have been concluded with other companies in Bergisches Land. For example, recipients of financial support include the “Bergisches Land Medical Advisory Centre”, which helps neglected, mistreated and/or sexually abused children and young people and their families. Regional youth sport schemes in the field of running and handball are also supported. For employees, the hospital has successfully run a preventive healthcare programme relating to the early detection of bowel cancer. Another focal point is breast cancer care for female employees of regional companies. With active assistance from the Mayor of Remscheid, a patron of this campaign, female employees are informed about breast cancer care on the premises. Regio Kliniken GmbH: help that matters Regio Kliniken GmbH, the second-largest hospital operator in Schleswig-Holstein, has been a Sana Kliniken AG company since 2010 – and a very active one, too. In cooperation with the homelessness charity run by the German church organisation “Diakonisches Werk” and the Medical Aid for the Homeless Association, its “Regio Mobile” scheme, the only one of its kind in Germany, provides human and financial resources for out-patient care of homeless people in the Hamburg area. With the opening of the long-planned construction of a hospice at the beginning of 2012, Sana is fulfilling a pledge in the acquisition agreement. Working parents also receive support: 33 places are available at the hospital’s own in-house crèche in Wedel. In Elmshorn, parents can use 20 contractually secured places at the German Workers’ Welfare Association (AWO) crèche. Following the acquisition of a nursing school with 60 students and seven teachers that was threatened with closure, nursing and geriatric care training posts in the region have been safeguarded. And as help knows no borders, the Regio Kliniken are involved in medical assistance for sick children in the context of the partnership between Pinneberg district council and the Russian town of Zelenogradsk. For instance, a severely disabled girl was successfully operated on in 2010 and can now walk as a result of the operation. MILESTONES • Free out-patient medical care for homeless people in the Hamburg area • Construction of a new hospice • Provision of in-house and local child care for working parents • Medical assistance in the context of an aid project for the treatment of sick Russian children • Retention of the closure-threatened nursing school, thus safeguarding training posts in the region v v v www.regiokliniken.de ! e l b a Valu 20 21 Hospital with a future ANNUAL REPORT OF SANA KLINIKEN AG 2011 From the company Group management report Consolidated financial statements Further information Highlights from the company From the company Highlights 2011 January Physician assistants: Sana establishes a new career group The first physician assistants at Sana have successfully completed their threeyear course. They went straight on to support doctors at the Sana hospitals in various roles. In conjunction with Steinbeis University in Berlin, Sana Kliniken AG decided to establish the new occupational profile around three years ago and financed the first in-service physician assistant training course in Germany. July September Sana purchasing association continues to grow Ground-breaking ceremony for Inselklinik Fehmarn The Sana purchasing association continues to build on its strong position. For the first time, more than 500 facilities are now purchasing jointly. With an annual purchasing volume of over EUR 1 billion, the Sana purchasing association is one of the largest hospital purchasing associations for medical consumables, drugs, capital goods, food and services. It is open to all hospital, rehabilitation facilities and nursing facilities – regardless of their ownership. Start of construction work on Fehmarn: The Sana Kliniken Ostholstein are ensuring the provision of medical care on the Baltic island with the construction of the island hospital. From April 2012, a 30-bed ward complete with a modern x-ray system and operating theatre will be available to patients. The medical services are focused on surgery, internal medicine and anaesthesia. October Award for outstanding patient satisfaction June Increase in equity At the annual shareholders’ meeting on 21 June, the 31 shareholders from among the leading private health insurance companies approved an equity increase amounting to EUR 160 million. Consequently, the equity base has increased to EUR 530 million. August February Sana wins seal of approval as “Munich’s best employer 2011” Sana Kliniken AG was rewarded for its outstanding quality and attractiveness as an employer at the employer awards held for the first time in the Munich area. Sana achieved top marks for commitment to performance, quality and customer service. The team spirit and sound cooperation between employees were also highly commended. 22 November Top position for Pinneberg rehabilitation centre The Regio Kliniken rehabilitation centre in Pinneberg is one of the best rehabilitation facilities in Germany. The German statutory pension insurance scheme (DRV) reached this conclusion in its quality assurance report. With 91.9 points out of a possible 100, the rehabilitation centre is way above the German average of 75.5 points. Thera peutic care was rated particularly highly. Eight hospitals in the Sana Group won Techniker Krankenkasse’s “Klinikus award” for above-average patient satisfaction. The Sana hospitals in Benrath, Nuremberg, Regensburg, Solln, Sommerfeld, Stuttgart, Schwarzenbruck and Wedel scored well above the German average in all five relevant categories. Overall, more than 204,000 patients took part in the survey. Sana hospitals receive “GenoFutura Award” The Sana Kliniken Ostholstein and the Sana Klinikum Hof were two of the ten organisations in Germany to receive the “GenoFutura Award” for innovative solutions in collaboration between public-sector institutions, regional business and local people. The Sana Kliniken Ostholstein were awarded the prize for the forward-looking, cooperative design of the Inselklinik Fehmarn, and the Sana Klinikum Hof received it for its regional lighthouse project “Forum Gesundheit” (Forum Health). December Sana impresses with its family-oriented staff policy The “Local Alliance for Families in Rügen”, with over 30 partners, named the Sana Krankenhaus Rügen the “most family-friendly company”. In particular, the jury was impressed by the individual working time models and the efforts to set up a local day-care centre for children with extended opening hours in Bergen. An employee-friendly and family-oriented staff policy is part of Sana’s business philosophy and one of the key factors in competition for qualified specialist staff. 23 Hospital with a future ANNUAL REPORT OF SANA KLINIKEN AG 2011 From the company Group management report Consolidated financial statements Further information Foreword by the Chairman of the Supervisory Board Report of the Supervisory Board Report of the Supervisory Board “It’s all about the balance” Foreword by the Chairman of the Supervisory Board Dr Josef Beutelmann Chairman of the Supervisory Board of Sana Kliniken AG Whenever the coffers are supposedly full, the wish-lists in the healthcare sector always seem to get longer. A multibillion health fund always triggers a reflex in hospitals, independent doctors, pharmacies and industry to point to past savings and ask for extra funding. Apart from the fact that reserves in the health fund are probably only there for a short while, what tends to be forgotten is that people are stretched to the limit with contributions to finance healthcare services. This applies to those with statutory and private health insurance alike, and to the state as a potential financier, at least if declarations regarding the debt limit are taken seriously. The possibilities on the credit side are therefore limited, and patients and their relatives are uncompromising in their expectations regarding performance, quality and service. Waiting times at doctors’ surgeries and emergency rooms is a subject which is under discussion again and again. People come out onto the street if “their” hospital is threatened with closure. Some might say that this sense of entitlement is exaggerated, especially in view of healthcare systems in other countries. However, the debate is ultimately futile, as it cannot be resolved politically and those affected cannot be expected to lower their expectations. The product of “healthcare” follows its own rules, which are different from those of the other public services. Medical progress goes the extra mile to constantly push back the boundaries of possibility. What we need, then, are players who face up to this situation of rising expectations and costs on the one hand and limited funds on the other, push through structural alternatives even in the face of resistance and constantly balance the complex interests of patients, customers, employees and the public. Sana Kliniken managed this superbly once again in 2011. The Group’s hospitals did not need any taxpayers’ money to wipe out deficits. On the contrary: the company pays taxes itself. Our hospitals have improved the range and quality of their services even more. Our commitment to transparency is embodied in our quality portal. And acceptable solutions have been found, including to difficult questions regarding the balance between economic necessity and the justified interests of staff. More entrepreneurship, more private involvement, clear values – these are all viable answers to the pressing questions concerning the future of our healthcare system. Sana Kliniken AG again performed successfully in a challenging hospital environment in 2011. In addition to integration of the facilities purchased in the previous year, business activities in the financial year were centred on the continuation and initiation of optimisation programmes in existing facilities. Corporate development in the past year was also characterised by establishment of the essential equity conditions for further growth. In 2011, the Supervisory Board again fulfilled its statutory monitoring obligation and also advised the Management Board on the strategic enhancement of the Group and on key individual measures. At four meetings and in additional written and verbal reports, the Management Board promptly and extensively informed the Supervisory Board on the results, financial position, business policy, acquisition plans, staff development issues, risk management, quality management and corporate planning of the companies of the Group. On the basis of documents sent out in advance, the Supervisory Board intensively prepared for the meetings and examined, questioned and assessed the issues presented. On the basis of the detailed submissions of the Management Board, advice was given and decisions made regarding all legal transactions that required the approval of the Supervisory Board by law or in accordance with the articles of association. Individual urgent resolutions were passed by means of the circulation procedure. In addition, the Chairman of the Supervisory Board and the Chairman of the Management Board regularly exchanged information on current developments and the business situation of Sana Kliniken AG. Work of the committees In addition to the work carried out within the entire Supervisory Board, specific issues were discussed and dealt with in the context of the established committees. In the Personnel Committee, which met three times in the financial year, matters including the employment contracts of the members of the Management Board were discussed and corresponding resolution proposals were submitted to the Supervisory Board. Dr Markus Müschenich asked for his contract to be terminated with effect from 30 June 2012. We would like to thank him for all that he has done. The Audit Committee met once per half-year in the presence of the auditor. The first meeting focused on discussion of the 2010 annual financial statements as well as the annual reports of the audit and risk management departments. At the second meeting, key issues relating to the audit of the annual financial statements were coordinated with the auditor, and progress regarding the effectiveness of the internal control system and enhancement of audit activities and risk management were discussed. The auditor reported on the positive results of the voluntary audit of the Group’s risk management system pursuant to Section 91 of the German Stock Corporation Act. According to these results, Sana Kliniken AG fully complies with the statutory requirements. Implementation of the compliance system carried out by the Management Board in 2011 was also discussed. The Audit Committee examined the independence of the auditor and requested and received declarations of independence from the consolidated annual financial statements and from the auditing companies of the subsidiaries. No meetings of the Mediation Committee formed in accordance with Section 27 (3) of the German Co-determination Act were required again this year. Main focal points of deliberations Yours sincerely Dr Josef Beutelmann Chairman of the Supervisory Board of Sana Kliniken AG Chairman of the Board of Directors of Barmenia Versicherungen 24 The discussions of the Supervisory Board and Management Board centred on the opportunities and risks of business development at Sana Kliniken AG. In intensive deliberations regarding the strategic alignment of the Group, the key pillars were discussed with the Management Board. These included preparations for the biggest capital increase measure in the history of Sana Kliniken AG. On the recommendation of the Management Board and Supervisory Board, an equity increase of EUR 160 million was adopted at the ordinary annual shareholders’ meeting on 16 June 2011. Consequently, Sana Kliniken AG has a very sound financial base for future growth and acquisitions regardless of the challenging capital market environment. 25 Hospital with a future ANNUAL REPORT OF SANA KLINIKEN AG 2011 From the company Group management report Consolidated financial statements Further information Report of the Supervisory Board Executive bodies With regard to the development of business operations, deliberations focused on the EHEC crisis and particularly its impact on the Sana hospitals in the north of Germany. The economic impact was considerable. In its quarterly reports, the Management Board set out the measures with which it is countering these and other challenges in order to safeguard the results of the facilities affected. In addition, the Group’s activities on the acquisition market and the strategic positioning of the investment portfolio of Sana Kliniken AG featured in the discussions. At November’s meeting, the company’s multi-annual planning process was explained by the Management Board and discussed and adopted by the committee. In view of the worsening shortage of specialist staff, particularly in the area of medical and nursing staff, the Supervisory Board also dealt with the company’s personnel management in 2011. Particular reference is made to the conclusion of pay negotiations with the trade unions here. Changes to the make-up of the Supervisory Board All shareholder representatives were re-elected to the Supervisory Board at the annual shareholders’ meeting on 16 June 2011. The long-standing member of the Supervisory Board of Sana Kliniken AG and Deputy Chairman, Mr Günter Dibbern, was succeeded by Ms Silke Lautenschläger, member of the Management Board of DKV Deutsche Krankenversicherung AG. We would like to take this opportunity to thank Mr Dibbern for his many years of loyal and constructive commitment. Mr Wilfried Johannßen and Mr Axel Kampmann also stepped down from the Supervisory Board. Our thanks also go to them for all that they have done. They were succeeded by Mr Christian Molt, member of the Management Board of Allianz Private Krankenversicherungs-AG, and Mr Wolfgang Reif, member of the Management Board of Bayerische Beamtenkrankenkasse AG. Our Supervisory Board member and associated professor Dr Mohammad Maghsudi passed away in October after a short illness. Dr Stefan Paech, head of the Medical Strategy division of Sana Kliniken AG, was appointed by the court as his successor for the remainder of his term. The Supervisory Board and Management Board wish to express their gratitude for Dr Maghsudi’s contribution to the company. He will be greatly missed. The separate and consolidated financial statements, the management report and the Group management report have been examined and issued with an unqualified audit opinion by the auditor, Ernst & Young GmbH Wirtschafts prüfungsgesellschaft, Stuttgart. The cited documents and the proposal of the Management Board for appropriation of the net profit were submitted by the Management Board in good time. They were discussed in-depth by the Audit Committee on 27 March 2012. The audit reports of Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft, Stuttgart, were available to the members of the Supervisory Board and were discussed extensively at the accounts meeting of the Supervisory Board on 17 April 2012 in the presence of the auditor, who reported on the material results of his audit. We agree with the results of the audit of the financial statements. No objections were raised against the final results of the audit by the Audit Committee or our own examination. We approve the separate financial statements and consolidated financial statements prepared by the Management Board. The annual financial statements of Sana Kliniken AG are thereby adopted. After the audit, the Supervisory Board endorsed the proposal of the Management Board on the appropriation of net profit. In the 2011 financial year, Sana Kliniken AG again followed up the successful performance of previous years. The business model constitutes a convincing alternative for municipal and non-profit hospital operators. As part of the Sana Group, the facilities are constantly advancing both medically and economically. Foundations for forwardlooking hospitals are laid with a clear commitment to quality and transparency. The outstanding commitment of our employees is the essential ingredient here. We would therefore like to thank everyone who contributed to our success in 2011 for their work and dedication in the past financial year. Ismaning, April 2012 For the Supervisory Board Audit of the separate and consolidated financial statements The Management Board prepared the annual financial statements and management report of Sana Kliniken AG in line with German accounting standards. In addition, it prepared the consolidated financial statements and Group management report in accordance with Section 315a of the German Commercial Code on the basis of the international financial reporting standards (IFRS). Dr Josef Beutelmann Chairman of the Supervisory Board Executive bodies Management Board Supervisory Board Dipl-Kfm Dr Michael Philippi, Chairman of the Management Board (CEO), Cologne Dipl-Kfm Thomas Lemke, Member of the Management Board (CFO), Dresden Dr med. Markus Müschenich, Member of the Management Board, Berlin (until 31 January 2012) Mag. rer. soc. oec. Jan Stanslowski, Member of the Management Board and Labour Relations Director, Dresden 26 Chairman Director General Dr h. c. Josef Beutelmann, Chairman of the Management Board, Barmenia Krankenversicherung a.G., Businessman, Wuppertal 1st Deputy Chairman Gabriele Gröschl-Bahr, Trade Union Secretary, ver.di Bundesverwaltung, Berlin 2nd Deputy Chairman Director (retired) Günter Dibbern, Economist, Cologne (until 16 June 2011) 2nd Deputy Chairman Director Silke Lautenschläger, Member of the Management Board, DKV Deutsche Krankenversicherung AG, Lawyer, Modautal (from 16 June 2011) Bodo Bachmann, Anaesthetist, Klein Wesenberg Margitta Bergmann, Specialist Surgical Nurse, Bergen/Rügen Director Dr Karl-Josef Bierth, Member of the Management Board, Signal Krankenversicherung a.G., Mathematician, Herdecke Wolfram Ferse, Trade Union Secretary, ver.di Bundesverwaltung, Berlin Director (retired) Axel Kampmann, Insurance expert, Schwanstetten (until 16 June 2011) Dr Stefan Paech, Consultant Surgeon, Erkelenz (from 17 November 2011) Beate Fleischmann, Specialist in Anaesthesia and Intensive Care Nurse, Oldenburg Christian Ketterl, Anaesthesia Nurse, Oberkotzau Director Wolfgang Reif, Member of the Management Board, Bayerische Beamtenkrankenkasse AG, Lawyer, Munich (from 16 June 2011) Director Rolf Florian, Member of the Management Board, Debeka Krankenversicherungsverein a.G., Businessman, Dieblich Director Wilfried Johannßen, Member of the Management Board, Allianz Private Krankenversicherungs-AG, Mathematician Munich (until 16 June 2011) Ramona Linne, Lecturer in Medicine, Berlin PD Dr Mohammad Maghsudi, Head Physician, Eutin (until 16 October 2011) Director Heinz Jürgen Scholz, Member of the Management Board, Continentale Krankenversicherung a.G., Mathematician, Zirndorf Director Christian Molt, Member of the Management Board, Allianz Private Krankenversicherungs-AG, Business Mathematician, Munich (from 16 June 2011) Director Professor Dr Ernst-Wilhelm Zachow, Chairman of the Management Board, Landeskrankenhilfe V.V.a.G., Mathematician, Lüneburg 27 ANNUAL REPORT OF SANA KLINIKEN AG 2011 Hospital with a future From the company Group management report Consolidated financial statements Further information Shareholders Shareholders of Sana Kliniken AG Unique on the German hospital market With 31 private health insurance companies as shareholders, Sana Kliniken AG has a special place on the German hospital market. In the 1970s, soaring costs and deficits in the hospital sector made private health insurance companies realise that action was required to counter this development with Sana’s help. Sana Kliniken was established in 1976 with the enduring aim of being a hospital group that succeeds through integration and cooperation. Its strategy is centred on sustainable operations at all levels. Private health insurance companies believe that patients should expect a fair return for the insurance premiums that they pay. The success story of Sana is closely linked with that of the German Association of Private Health Insurers (PKV). This is an umbrella organisation of 43 health insurance companies that provide their policyholders with a diverse, integrated and stable network of health services. Commitment born of conviction The high level of responsibility when dealing with the conflicting priorities of healthcare is reflected by the principle of value-oriented corporate management. There is a long tradition of social involvement both at Sana Kliniken and among its shareholders. The private health insurance companies have been committed to AIDS prevention and better living conditions for patients infected by HIV since the 1980s. The PKV is a founder member of the German Aids Foundation, which was created in 1987 and continues to help sufferers individually and through project funding amounting to almost EUR 35 million. Since 2005, the private health insurance companies have also been the main supporter of the Aids prevention campaigns of the German Federal Centre for Health Education (BZgA). Between them, this federal agency and the German AIDS Foundation receive EUR 3.5 million from the PKV for their work. With this commitment to combating the further spread of the Aids virus, the private health insurance companies and the BZgA are also an internationally respected example of an effective public-private partnership. In recent years, rates of new infections in Germany have stabilised at a high level: together with Finland, Germany has the lowest rates of new infections in Europe. With Sana Kliniken as a strategic holding, the private health insurance companies play a crucial role in enhancing healthcare provision. Patient-oriented, economically efficient and high-quality management of hospitals will continue to form the basis for Sana’s corporate success in future. We would like to thank our shareholders for the confidence they have shown in us for the past 30 years. Major impetus for innovations As well as a guarantor of high quality, the PKV also regards itself as a source of impetus for innovations. Good ideas are actively encouraged and pursued. One example of a corporate success story is the development of Sana’s purchasing association (Sana Einkaufsverbund). With an annual purchasing volume of over EUR 1 billion, it has become a major purchasing association for capital goods, medical consumables, drugs, food and services. In view of falling public investment subsidies, the Sana purchasing association uses its management potential to make high-end medical technologies economically viable in rural regions, thus strengthening the hospitals’ competitive position. Market-oriented contract negotiations with suppliers and service providers ensure attractive purchasing conditions for the hospitals. In addition, the Sana purchasing association makes a major contribution to increased efficiency at the hospitals with process optimisation projects. The quality of the medical technology and pharmaceutical products is closely linked with the high level of medical treatment provided by all our hospitals throughout Germany. For this reason, the Sana purchasing association insists on using highly efficient partners in its dealings with manufacturers, thus ensuring continuity, supply capability and investment security at all times. 28 Shareholder structure of SANA Kliniken AG 21.7 % DKV 14.5 % SIGNAL 13.8 % Allianz Private 10.1 % Continentale 10.1 % Debeka 4.2 % Deutscher Ring 3.7 % Barmenia 21.9 % 24 other private health insurance companies 29 Hospital with a future ANNUAL REPORT OF SANA KLINIKEN AG 2011 From the company Group management report Consolidated financial statements Further information Highlights from medicine and science From medicine and science Highlights 2011 February September First use of a selfdissolving implant New approaches to a cure for breast cancer At the Sana-Herzzentrum Cottbus, a biodegradable double-umbrella system was used to treat a hole in the cardiac septum of a stroke patient for the first time ever. In this procedure, under ultrasound and x-ray control, a folded mini-umbrella was pushed via a thin catheter through the venous blood vessel in the groin through to the atrium, where it is opened up in order to completely occlude the defect. When the double-umbrella system has become settled in the cardiac septum and has been covered by body tissue, it almost completely dissolves within two years. This is expected to lead to fewer reactions from foreign bodies. July Clinic for paediatric surgery opened The Sana Klinikum Lichtenberg opened a new clinic for paediatric surgery. It particularly specialises in operations on newborn and premature babies as well as paediatric urology. The paediatric surgery clinic works closely with the hospital for paediatric and adolescent medicine in Lindenhof. The medical and nursing team has an interdisciplinary make-up in order to ensure optimum care for the young patients. March The University Clinic for Obstetrics and Gynaecology at CaritasKrankenhaus St Josef and the Clinic for Radiotherapy at the University Hospital in Regensburg established a new method for breast cancer treatment: radiotherapy is performed during the operation in the surgical cavity. Consequently, depending on the risk situation, the otherwise common partial breast radiotherapy can either be ended altogether or at least reduced over a period of seven weeks. October Award for the Sana Klinikum Hof The German Society of Urology again awarded a 1st prize to the Sana Klinikum Hof. This time, an operating procedure for treatment of urethral disorders developed in Hof was rewarded. Since 1997, the urological team headed by senior consultant Dr Hansjörg Keller has already won ten scientific awards – all for the new development or improvement of operating procedures for prostate cancer and urethral stricture. New minimally invasive method to combat cerebral haemorrhage Innovative operating technique with a gentle saline solution September EHEC: Sana Kliniken demonstrates outstanding capabilities The EHEC virus posed a challenge to the Sana hospitals in northern Germany. The Regio Kliniken, the Sana Kliniken Lübeck, Ostholstein and Rügen, the OsteMed Kliniken and the imland hospitals in Rendsburg and Eckernförde were involved in crisis management for the care of EHEC patients between mid-May and the end of July. More than 300 patients underwent in-patient treatment at the Regio Kliniken alone in this period. Thanks to the dedicated work of the employees at all hospitals, the crisis management proved successful in spite of all the challenges. 30 23 Sana doctors on the Focus doctors list in 2011 Every year, in close collaboration with specialist medical firms, Focus magazine names the top 1,500 doctors in Germany in various categories such as heart, joints, cancer and high blood pressure. 23 doctors in the Sana Group were on the list in 2011. The evaluations were based on over 27,800 recommendations from doctors and patients, interviews with experts, self-help and sport rehabilitation groups as well as physiotherapists. Focus also assessed the medical specialist articles in the international medical database PubMed on the past five years. Award of the Sana Science Prize in 2011 A new operating method at the Sana-Klinikum Remscheid called the coiling technique enables minimally invasive interventions in the brain under x-ray control. In this way, life-threatening eversions on the brain cell walls can be treated without the patient having to undergo a complex brain operation. June November Premiere: live broadcast of a heart operation to China A heart operation in Germany was broadcast live to China for the first time ever. Two patients received a new heart valve via the leg artery at the cardiovascular centre in Oberallgäu-Kempten at the Immenstadt location. Around 50 doctors at Tongji University in Shanghai followed the operations by video conference. “Percutaneous aortic valve replacement” has only been performed twice in China to date, in Beijing. “Salient seal” is the name of a new operating technique that is gentler and less painful and ensures faster recovery. To date, only two joint surgery hospitals in Germany use this gentle operating concept. One of them is the hospital for endoprosthetics and joint surgery in Bad Wildbad. Wounds can be sealed better than before with “salient seal” because the instrument significantly reduces bleeding. Sana-Klinikum Remscheid expands TCM The Sana-Klinikum Remscheid is the Academic Teaching Hospital of Zhejiang Chinese Medical University in the megacity of Hangzhou, one of the most prestigious universities in China. The teaching hospitals there specialise in traditional Chinese medicine (TCM). With this cooperation, the Sana hospital is responding to many people’s desire to integrate recognised alternative medicine methods in traditional healthcare. Awarded annually since 2009, the Sana Science Prize recognises work in the fields of clinical, care, nursing or basic research. In 2011, it went to two outstanding doctors and their teams from the Herzzentrum Dresden University Hospital and the Sana Kliniken Sommerfeld. Prof. Ruth Strasser and Dr Alexander Beier were rewarded for their forward-looking research projects in the fields of cardiology and endoprosthetics. 31 Hospital with a future ANNUAL REPORT OF SANA KLINIKEN AG 2011 From the company Group management report Consolidated financial statements Further information Quality and innovation management Quality and innovation management Demographic development in Germany up to 2060 100 100 100.0 97.5 8080 94.3 90.0 84.6 78.8 1) 6060 4040 2020 0 1) le inab a t s Su cal medi egy t stra Medical targets, strategies and spheres of activity Proactive portfolio management as a success factor Demand for medical care of the population is rising and changing dynamically. Combined with fast-paced innovation and intense competitive pressure, this requires hospitals to enhance their processes, services and supply structures proactively and consistently. Sana Kliniken AG is meeting these challenges with a sustainable medical strategy. Staying forward-looking and competitive as a hospital in the long term means optimising the use of resources and taking up a position as an attractive employer. Another crucial factor is continuous portfolio and innovation management that takes demographic change, medical technology development and changing socio-economic conditions into account through demand-oriented services. Medical factors critical to success include: • Innovative examination and treatment methods (non-invasive diagnostics, interventional and minimally invasive treatment methods and telemedicine) • Creation of focal points and centres • Interdisciplinary patient management and highly efficient processes (admission and discharge management, diagnostics and operations) • Availability and retention of highly qualified staff (doctors, medical assistance professions, specialist nursing and nursing assistance professions/service staff) • Integration with upstream and downstream service providers. 20.4 23.3 2008 2020 28.8 32.1 33.1 34.0 2030 2040 2050 2060 Total population in % 65+ in total population in % Source: German Federal Statistical Office, 2009 Trends and challenges for the medical services offered by hospitals can be derived from this: 1. E nhancement and adaptation of the range of services and supply structures to the special needs of older patients 2. Significant increase in malignant new growths (in particular prostate cancer, bowel cancer and breast cancer), resulting in the need for enhancement of centre structures and multimodal treatment concepts 3. Increase in interventional/minimally invasive procedures and interdisciplinary care concepts in cardiovascular medicine 4. G rowing need for care in the case of neurological and psychiatric illness (especially stroke, depression, geriatric psychiatry) and consequently the expansion of specialised care structures (in particular stroke unit and teleneurology) 5. Increase in holistic, early mobilisation therapy methods (fast-track concepts) in abdominal surgery and orthopaedics (endoprosthetics and spinal column therapy) 6. Increasingly widespread use of modern and innovative monitoring and assist systems, especially in local basic and standard care through use of technologies such as telemedicine, telemonitoring and telenursing Change in the range of In-patient services up to 2030 Total diseases Cardiovascular diseases Neoplasms Digestive diseases Injuries and poisoning Musculoskeletal disorders Respiratory diseases – 7.2 % – 22.4 % 11.8 % 34.2 % 20.9 % 13.7 % 10.0 % 9.9 % 11.5 % Psychological and behavioural disorders Pregnancy, Birth, Postpartum period The growing demand for in-patient hospital services chiefly results from the substantial increase in chronically ill elderly population groups (80+), often with pre-existing secondary diseases and restrictions. There are also socio-demographic factors and lifestyle changes (increase in obesity, diabetes and lack of exercise), the advancement of medical technology and rising expectations of the quality of medical care. 32 33 Hospital with a future ANNUAL REPORT OF SANA KLINIKEN AG 2011 From the company Group management report Consolidated financial statements Further information Quality and innovation management Continuous medical strategy process To support implementation of the strategic aims in the Sana facilities on a long-term basis, a continuous medical strategy process has been established at Group level. This comprises the annual structured analysis, evaluation and data provision for the facilities with regard to the range of services, performance development, care structures and competitive position. Medical technology trends are also taken into account in the context of a portfolio analysis. mum Maxi al c medi ncy ie effic The medical strategy process, first introduced in 2009 as part of the Group-wide corporate development, is now firmly established as a management and controlling tool at Group and facility level, and is continuously enhanced. For instance, in 2011, a specially developed analysis and monitoring tool (called the Sana management cluster), based on the DRG settlement system (Diagnosis Related Groups) was introduced. It groups together medically homogeneous DRG profiles and delivers key advantages when analysing the range of medical services in terms of medical strategy. The aim is a 360° view of the hospitals. To achieve this, we expand and complete the analysis horizon in the interest of integrated strategic reporting. Action is still required here in putting together the results of the efficiency and portfolio analysis with further data sources on the quality of structures, processes and results (for example, data on quality assurance, outcome parameters and patient and referring physician satisfaction). To support the demanding change processes at the facilities, we have established a central project group (cardiovascular medicine strategy team) and charged it with setting up a holistic, future-oriented cardiovascular medicine care concept. This includes the enhancement of regionally integrated cardiovascular medicine services and care structures, and combines the various requirements from university medicine to basic and standard care in an interdisciplinary approach. Medical change based on the example of Sana Cardiac Medicine Treatment of cardiovascular diseases accounts for a large proportion of Sana’s range of services. The central areas of development and innovation of Sana Kliniken in cardiovascular medicine include minimally invasive operating techniques and interventional procedures in heart valve therapy as well as new approaches to the treatment of severe heart failure. 2011 saw the world’s first clinically successful use of a postoperatively adjustable mitral valve ring – a milestone in interventional cardiology. Cardiovascular medicine Sana 2011 Range of services Share of revenue 78.9 % Sana total 17.7% Cardiology 3.4% Angiology Heart diseases: operative conservative interventional Vascular diseases: operative conservative interventional 36% 23% 25% 13% 2% 1% In view of its great significance to patient care, a standalone stroke concept has been developed in the area of cardiovascular medicine by an interdisciplinary project group. This focuses on the further expansion of comprehensive stroke treatment (only 45 per cent of the 11,000 stroke patients in 2010 received comprehensive treatment) as well as improved diagnostics including links between teleneurology and teleradiology centres in order to ensure high-quality, extensive care. Sana Kliniken facilities are particularly involved in developing and introducing innovative interventional catheter techniques for the treatment and removal of intracranial clots or vascular occlusions. One example of this is the work of Prof. Brassel at the Klinikum Duisburg. Geriatric medicine as an example of medical change Demand for in-patient services is set to rise considerably in cardiovascular medicine this decade. This particularly relates to chronic heart failure, heart attack, stroke, cardiac arrhythmia and valvular heart diseases. In terms of vascular diseases, the number of peripheral blood flow disorders and constrictions of the carotid artery requiring treatment is rising significantly. In addition to a major increase in capacity requirements in diagnostics and treatment, further challenges stem from the dynamic enhancement and spread of minimally invasive and telemedicine technologies and innovations in cardiovascular medicine and from the intensification of interdisciplinary collaboration of cardiology and cardiac surgery, for which the essential structural elements have already been put in place with the early establishment of hybrid operating theatres at the Sana cardiac centres. 34 As a result of demographic change, the number of elderly patients is set to rise sharply in future. Back in 2010, with this development in mind, we used our geriatric medicine care concept to define the need for adaptation and action at the Sana facilities with regard to services and care structures in order to respond to the special requirements of older patients. There is key potential for improvement in identifying patients with special geriatric medicine care requirements as early as possible. For this reason, we have developed a corresponding screening procedure with which this patient group can be identified at a very early stage, ideally at the time of admission. The procedure is currently being evaluated in two pilot projects. We mainly expect optimisations in the quality of medical treatment and processes, resulting in reductions in complications and stays in hospital and improvements in discharge management. 35 ANNUAL REPORT OF SANA KLINIKEN AG 2011 Hospital with a future From the company Group management report Consolidated financial statements Further information Quality and innovation management Added value through integrated care In view of population trends, specialist staff shortages and the current situation of the healthcare industry, there is a growing need for integrative care forms. Sana is already extremely active in this area. The following examples show projects from the medical care centres (MCC)/health centres, obesity treatment with self-help, cooperations with doctors’ networks, private and statutory health insurance companies to strengthen regional care structures, and telemedicine. 1. Rinteln MCC: out-patient medical care in the countryside and family-friendly part-time working models Gesundheitseinrichtungen Hameln-Pyrmont GmbH and the Sana Kliniken Hameln-Pyrmont are strengthening comprehensive healthcare in more rural regions through the Medical Care Centre (MCC) in Rinteln. Because the hospital is integrated with the MCC, the population receives local care from specialist hospital staff on a long-term basis. The MCC covers the two fields of obstetrics/gynaecology and orthopaedics/accident surgery. Both specialist doctors work on the basis of part-time working models in the hospital and at the MCC, approximately 25 kilometres away. This service approach is supplemented by the two female specialist doctors who work in the obstetrics department on a 50 per cent in-patient and out-patient basis. Therefore, all specialist doctors at the MCC can also work with their patients at the hospital. This care approach is very well received by everyone involved, and benefits the hospital and the MCC both medically and commercially. “Dünkeloh” cottage hospital 2. Development of the “Dünkeloh” cottage hospital by the Sana-Klinikum Remscheid With the purchase of the 100-year-old Dünkeloh hospital in the centre of the city of Remscheid in 2010, the Sana-Klinikum Remscheid faced the challenge of continuing the tradition of the hospital with a new direction. The concept of the health centre at Dünkeloh hospital combines modern out-patient care forms with the previous specialist fields of the hospital. At the Dünkeloh hospital, Sana now runs its own MCC, several specialist group practices and the “Bergisches Land Obesity Centre”. In the area of in-patient proctological care, the “Coloproctology Centre” has been established with the Sana hospital. There has been an extremely positive response from patients as well as the local general practitioners and specialist doctors. In this way, Sana is making an innovative contribution to safeguarding local out-patient care with improved in-patient support with the reorganised Dünkeloh hospital. orks w t e N he or t f t i f re futu “Sana slim and healthy” – the anti-obesity programme The “Obesity Centre – A Pilot Project of Sana Kliniken AG Bergisches Land” started work at the former Dünkeloh hospital in Remscheid in 2010/11. A multimodal programme that fully prepares participants for an obesity operation was developed with the doctors of the Sana-Klinikum Remscheid. Throughout the 12-month programme, the coordinator of the obesity centre is the contact for all doctors, therapists, cost units and participants involved. In addition, the centre is a meeting place for self-help groups, a point of contact for interested parties and the communication and information headquarters for obesity issues. More than 20 patients have been operated on so far, and more than 70 patients are being prepared for an operation. A key factor in successful implementation of the programme is the build-up of very close cooperation with independent doctors and therapists. This enables delivery of cross-sector care that incorporates conservative out-patient treatment throughout the programme as well as the in-patient operation. For 2012, there are plans to establish obesity centres at further Sana locations in North Rhine-Westphalia with self-help groups and patient advice. 36 37 ANNUAL REPORT OF SANA KLINIKEN AG 2011 Hospital with a future From the company Group management report Consolidated financial statements Further information Quality and innovation management 3. S ana as a development partner for a regional care network of doctors, health insurance companies and cost units In its reports, the German Advisory Council for Concerted Action in Healthcare constantly concludes that the lack of interdisciplinary care is one of the biggest problems with the German healthcare system. To provide a solution to this problem in future, independent doctors grouped together in a development association and Sana Kliniken Ostholstein GmbH set up a health network called Gesundheitsnetz östliches Holstein Management GmbH (GÖH). The development association and Sana Kliniken Ostholstein each have a 50 per cent stake in GÖH. The Ostholstein district is situated in eastern Schleswig-Holstein and has around 204,000 inhabitants. ative s v o n e In logi o n h tec The regional players in the healthcare industry are systematically integrated in GÖH. Together with the service providers in the region, it identifies regional care deficits, develops cross-sector care concepts and conducts related financing negotiations with the health insurance companies. Examples of projects in 2011: • Improved care of depressed patients through treatment paths coordinated between the out-patient and in-patient service providers (integrated care contract). These paths lead to earlier detection and targeted treatment of depression. • Development of a drug recommendation list coordinated between the out-patient and in-patient prescribers with approximately 400 preparations and defined decision-making criteria. This coordination of preparations increases prescription consistency and saves costs (care contract with AOK North-West and the Schleswig-Holstein Association of Statutory Health Insurance Physicians). • Opening of a nursing advisory body that offers advice on coordination of local nursing care as well as regularly organising information events and projects on various aspects of nursing. 4. Telemedicine for a basic care hospital The Sana Krankenhaus Templin shows how basic care facilities can also have a modern approach. One successful example is the use of telemedicine. The diagnostic and therapeutic possibilities in a sparsely populated rural area are considerably increased with telemedicine. 365 days a year, 24 hours a day, findings from radiological scans are prepared at tremendous speed, in no less than an hour. Teleradiology in Templin is based on digital medical records and x-ray and CT scans. The scans and findings can be viewed on every computer in the hospital. The “heart” of teleneurology is the video conference workstation at the Templin rescue centre, through which stroke patients receive help four or five times a month by means of videoconferencing. A connection with colleagues at Trauma Hospital Berlin (UKB) is set up in just a few minutes. In this way, the Sana Krankenhaus Templin draws on the expertise of a national stroke unit with experienced vascular and neurosurgical specialists who carry out approximately 7,000 diagnoses per year. ient Effic ital hosp sses e proc 38 The UKB neurologist focuses the high-resolution camera on the workstation at the Templin rescue centre. He can zoom in on the patients so closely that even their pupil reactions can be examined, among other things. Having an expert and doctor on site thus saves valuable time for treatment. Older patients in particular appreciate being treated locally and close to their relatives instead of having to be relocated. The key argument in favour of Sana’s teleneurology activities is the increase in treatment quality. The teleneurology link-up of the Sana Krankenhaus Templin is also reflected in DRG revenue and is therefore economically viable. Through the collaboration with the UKB, the Sana hospital now has a fully utilised special stroke patient room with two beds in the internal medicine unit. 39 ANNUAL REPORT OF SANA KLINIKEN AG 2011 Hospital with a future From the company Group management report Consolidated financial statements Further information Quality and innovation management Patient safety as a success factor – quality and clinical risk management in 2011 evel l High tient a of p ety saf Sustainable quality and clinical risk management is increasingly becoming a strategic success factor for hospitals. Increasing patient safety during hospital treatment is currently a big issue worldwide. The facilities of Sana Kliniken AG started introducing a clinical risk management system back in 2007 following an inventory with initial risk audits. Systematic quality development Key elements such as complaint management, representative patient and referring physician surveys or an audit system are established at all hospitals. Since 2008, all hospitals have had a certified quality management system in line with the KTQ procedure. Quality is thus verifiably documented from patient admission to discharge at every hospital. The first six hospitals were recertified by the end of 2011. All the others already have an agreed date for recertification. To improve on the level attained, the hospitals are being prepared for certification in line with DIN EN ISO 9001 after KTQ recertification. In this respect, we are incorporating the management processes of the hospital more intensively and combining the introduction process with the establishment of an internal control system. Conceptual preparations for this are complete and an implementation plan is in place. Patient safety in the Group The hospitals have been improving continuously since the initial risk audits were performed. This was proved emphatically in the 12 clinical risk audits completed in 2011. In all hospitals, 1,786 additional preventive measures were undertaken in order to make clinical processes increasingly safe. One example of a high level of patient safety in the Sana Group is the Sana Klinik Pegnitz. It was honoured for its successful implementation of preventive measures in the context of patient safety by the risk consultants GBR. In particular, the auditors praised the high standards in emergency admissions and the organisation of operations. Patient safety is mapped on the basis of 21 of the relevant issues in the online portal Qualitätskliniken.de. Since the results were published for the first time in 2010, the Group-wide overall score has risen from a 69.0 per cent attainment rate to 86.4 per cent. The improvement in the single indicator “morbidity and mortality conferences” was particularly impressive. Morbidity and mortality conferences constitute a highly significant tool for improving patient safety, albeit one that is still relatively uncommon in Germany. They are used for retrospective interdisciplinary critical processing of severe and complicated disease progressions or unexpected deaths. Measures to improve safety in patient care are derived for the future from the findings jointly obtained here. A maximum score of 100 points is possible in a single indicator such as “morbidity and mortality conferences”. The Group figure of 22.8 points, already above the German average, has been increased by a factor of 2.8 to 64.4 points. It must be taken into account here that in some hospitals, introduction of this tool is not as important as in acute care hospitals due to the special treatment spectrum, and it therefore has a corresponding influence on the Group average. Group-wide average figure for morbidity and mortality conferences ified Cert ity qual 80 Score for indicator 64.4 60 40 22.8 20 2nd quarter 2010 40 4th quarter 2011 41 ANNUAL REPORT OF SANA KLINIKEN AG 2011 Hospital with a future From the company Group management report Consolidated financial statements Further information Quality and innovation management Group-wide implementation of CIRS In a critical incident reporting system (CIRS), near incidents in patient treatment are anonymously recorded within the hospital and made available to a panel of experts. This panel identifies relevant problem areas and draws on them to devise recommendations on improvement on patient safety in the processes concerned. Introduction of a CIRS is an element of the clinical risk management system. In 2011, 20 hospitals already had a CIRS, and another six are implementing one. A CIRS will be established in all hospitals by the end of 2012. Intragroup quality information system (QuIS) The “Extensive Quality Assessment” project involves compiling and publishing available quality data, compressing it to ensure it can be assessed, and especially continuous benchmarking in a quality information system (QuIS). The aim is to enable cutoff date-specific service group, department and hospital comparisons as well as a time series comparison of each of these levels. The following results are to be published on the basis of approximately 400 indicators: • Quality of medical outcomes • Patient safety • Patient satisfaction • Referring doctor satisfaction • Hygiene and nosocomial infections • Clinical risk management • Quality management system In 2011, for the “quality of medical outcomes” subsection, an evaluation was prepared with the assistance of a prototype and made available to all hospitals. Shaping the hospital of the future in a sustainable way Structural investment ensures performance and competitiveness In view of the social change, the increasing scarcity of resources and the challenges involved maintaining and extending the performance and competitiveness of a hospital, the condition of the hospital building is also a crucial factor. With intelligent planning, interdisciplinary care processes and structures within the hospital can be supported by means of structural investment. Our construction and investment projects in 2011 therefore include plans and building work to enhance our future prospects. They ensure sustainable development: • Reduced use of resources increases process and cost efficiency. • Greater patient comfort is conducive to the healing environment and therefore the recovery process. • Better workflows in optimised functional areas ensure more employee satisfaction. Changes to the general conditions and processes require a new architecture that creates a balance between a high level of patient satisfaction, economic efficiency and an optimum framework for diagnosis, treatment and rehabilitation. In this context, architecture not only refers to the outcome of construction planning encased in concrete, but also to the necessary structural and process-related adjustments. Proactive measures in hygiene Hygiene management has been structured across the Group in the context of a project. Over 60 uniform process descriptions that cover key topics such as outbreak management, hand disinfection and dealing with problematic germs such as MRSA for all hospitals are in use. Hygiene management at all hospitals is audited and assessed annually by independent auditors on the basis of mutual audits. Evaluation is carried out using a specially developed requirements catalogue with criteria such as hygiene organisational structure, implementation of all key hygiene processes and disinfection procedures. Sana Kliniken performs extremely well here with an average score of 11 out of a possible 12 points. With all its hospitals, Sana is the first major hospital operator in Germany to participate in the nationwide recording of internal infections (KISS) by the National Reference Centre in Berlin. In the context of Sana-wide benchmarking, the results have been used to verify tested procedures at numerous facilities and to define and implement improvement measures where necessary. In 2011, Sana Kliniken AG already met the requirements set out for 2013 in the new German Infection Protection Amendment Act. The mission statement of Sana Kliniken AG In 2010, a group of managers of Sana Kliniken AG drew up a new mission statement, which was presented to the management conference in November 2010. It contains commitments on • Forward-looking, integrated patient care respecting the individuality of every patient • Open and traceable quality of services for patients, customers and employees • Responsibility as an integrated part of society • Partnership on a level playing field with all players in the healthcare industry • Internal and external transparency • Commitment to high-quality training Our mission statement creates the binding organisational framework that aligns the conduct and actions of individual employees with the joint pursuit of our tasks and attainment of our aims. Every employee of Sana Kliniken undertakes to act in accordance with these, our values and principles. 42 The main planned and completed construction and property projects of Sana Kliniken AG in 2011 (extract) Sana Klinik München-Sendling Project Sana healthcare campus Total investment EUR 50,700,000 Brief description Sana Kliniken Solln Sendling GmbH is a specialist orthopaedic hospital with two locations, both of which have structural deficiencies. To rectify these, utilise synergies for sustainable enhancement and thus ensure competitiveness, a healthcare campus is being built. It comprises construction of a new hospital with modern hospital processes, expansion of the in-patient and out-patient rehabilitation department in the existing hospital building and enhancement of the collaboration in the out-patient sector with the independent doctors at the location in Sendling, Munich. Commissioning of the new building is planned for the first quarter of 2015, and that of the restructured existing building is planned for the first quarter of 2016. Aim The construction measures optimise the structure of the location. The aim is to eliminate duplication of resources and attain more efficient and economical processes. At the same time, improved admission and diagnostic areas are to be created. 43 Hospital with a future ANNUAL REPORT OF SANA KLINIKEN AG 2011 From the company Group management report Consolidated financial statements Further information Quality and innovation management Sana Klinikum Hof Several construction measures are being undertaken at the same time at the Sana Klinikum Hof: Project Construction of a central patient admissions unit (CPA) Total investment Approx. EUR 5,700,000 Brief description To make care procedures run even more smoothly, departments in which admission and diagnosis processes take place are to be combined in a central patient admissions unit based on the ground floor of the hospital, next to functional areas such as the x-ray department. The new CPA incorporates emergency admissions, elective admissions and consultations for specialist departments as well as the emergency care surgery of the German Association of Statutory Health Insurance Physicians. The patients undergo medical and administrative admission immediately. The admission interview, blood sample, ECG and ultrasound scan are carried out in one room, and the pre-anaesthetic meeting with the anaesthetist takes place next door, also in the CPA. In addition, the CPA acts as a service centre for all formalities and contacts for special matters. Inauguration took place in November 2011. The concept impressed the Bavarian Ministry of Social Affairs and the government of Upper Franconia so much that an unusually high proportion of subsidies has been approved. Aim The main aim is satisfied patients. To optimise care even further, the conversion work also involves organisational changes. The main innovations are: • Scheduling of all elective patients (patients with a planned stay in hospital) by the cross-departmental central occupancy management unit (CBM) • Consolidation of all admission processes in a central office • Medical and administrative admission in one process step and examination room • Strict separation of the emergency and elective patients. For planned admissions, the patient or referring doctor arranges an appointment with the CBM in advance in person or by telephone. This means that there is hardly any waiting time. When making appointments, central capacity of operating theatres, operating staff and intensive care beds etc. is taken into account. This saves the patient having to wait a long time before the operation. 44 Project Construction of a sixth operating theatre Total investment Approx. EUR 1,400,000 Brief description At the beginning of September, the Sana Klinikum Hof commissioned its sixth operating theatre. A fully equipped operating theatre with state-of-the-art endoscopy technology and imaging procedures for minimally invasive and endoscopic operations and a new recovery room have been built on an approximately 300 m2 site. The walls of the surgery room are made of blue laminated glass with indirect lighting and integrated monitors, which is why the operating theatre is also called the “blue room”. Aim The lighting in the “blue room” ensures that the surgeons and their employees feel at ease. Only around 25 facilities in Germany have installed such a concept to date – and it has proved successful. The Sana Klinikum Hof therefore serves as a reference hospital for the market leader in the field of minimally invasive and endoscopic operations. For example, the modern technology enables the doctor to communicate with colleagues outside the operating theatre – especially in the endoscopy unit – via a monitor. Project Conversion of a nursing ward to a palliative care ward Sana Kliniken Ostholstein GmbH Sana Kliniken Düsseldorf GmbH Project Construction of Inselklinik Fehmarn Project Construction of Sana Krankenhaus Gerresheim Total investment Approx. EUR 8,900,000 Brief description Considerable structural defects led to the closure of the old island hospital. Therefore, a new single-storey modular building with 30 beds is being constructed at another location on Fehmarn, including the following functional units: emergency admissions, radiology, endoscopy, functional diagnostics and operating department as well as on-call rooms and doctors’ offices. Completion is scheduled for spring 2012. Aim Inselklinik Fehmarn is the only hospital on the island. The new hospital, subsidised by the state of SchleswigHolstein, will deliver medical care for the island’s residents and holidaymakers. Total investment EUR 61,400,000 Brief description Gerresheim hospital was commissioned in 1971, and originally had 510 beds. After a service life of over 35 years, the hospital no longer meets the structural or functional requirements of a modern hospital. To improve care for the population in the catchment area of the hospital, a totally new building is being erected, enabling optimum functional processes and incorporating stateof-the-art medical equipment. In a “healing environment” created on the basis of scientific research, patient rooms will have only one or two beds in future. Following the start of construction in 2010, the new hospital is set to open in August 2012. Aim In particular, the planned reorganisation and requirement adjustments optimise functional processes and units, the nursing units and the care and discharge units. The creation of a central patient admissions unit improves and accelerates the admission procedure for patients. Ideal use of the space available enables targeted bed planning for statutory and private health insurance company areas. Total investment Approx. EUR 850,000 Brief description In addition to the treatment of physical ailments, holistic care also includes consideration of mental, spiritual, religious and social needs as well as support of relatives. Ever since it opened on 1 August 2011, the palliative care ward at the Sana Klinikum Hof has been closing a gap in the care of critically ill and dying people in the region of northern Upper Franconia. A highly specialised, interdisciplinary team provides care there for patients with severe, advanced diseases that are no longer treatable and require relief of excruciating symptoms. Aim Holistic care of critically ill people requires lots of specialist staff – and this is certainly the case with the palliative care team made up of specially qualified doctors, specialist nursing staff, physiotherapists, psychologists, chaplains, social workers, transitional care staff and hospice assistants. After their condition improves, the patients are returned to their normal surroundings as quickly as possible. Wholesome environment at the RKU Ulm, university and rehabilitation hospitals What makes a curative experience for patients? Construction of a new hospital presents planners with major challenges in terms of the scale and complexity of the construction project. In the past, the focus was usually on functionality. This resulted in the construction of “soulless” hospitals, which have also been dismissed as “sick buildings” for several years. Scientific examinations confirm the positive influences of the colour, climate and structure of a building and its rooms on the healing process. These findings are taken into account in hospital planning at Sana Kliniken AG. Combining functionality with a design that incorporates the effect of materials, shapes, colours, light, air and connections with the perceivable surroundings creates a healing atmosphere and a house for recovery. Buildings and rooms that enhance the recovery process through interactions between the psyche and the environment give patients a sense of security and protection. To create a positive ambience, the architecture and design are deliberately used as a healthcare resource. If the psychological, biological and physiological effects of shape, colour and light are rigorously used when building a “house for recovery”, this paves the way for a “green hospital”. 45 Hospital with a future ANNUAL REPORT OF SANA KLINIKEN AG 2011 From the company Group management report Consolidated financial statements Further information Staff report The healthcare industry is already Germany’s biggest employer. By 2030, one in five jobs in this country will be in the healthcare industry. Ensuring that the diverse career groups with all their individual requirements continue to be staffed by qualified people on appropriate terms is one of the biggest challenges for healthcare companies. Organisational structures and content of personnel management must be developed in line with changing circumstances. Therefore, central units of Sana Kliniken AG are working closely with the local Human Resources departments. New strategic approaches are devised in close cooperation with our hospitals and nursing facilities. They are implemented on site in Group-wide programmes, projects and individual action plans in keeping with the situation at the location. In this process, we take into account changes in the workforce and on the labour market. For instance, the proportion of women has increased not only in nursing, but in all career groups in the hospitals. e ctiv a r t At oyer empl WOMEN IN MANAGEMENT POSITIONS As at 31 December 2011 Total employees Of which female in % 944 266 28 219 31 14 65 8 12 111 38 34 67 38 57 45 21 47 437 130 30 Medical services (medical directors, head and senior physicians) Surgery Staff report Orthopaedics Internal medicine Obstetrics and gynaecology Sustainable personnel management: Putting people first Our employees are upholders of sustainable value creation and the commercial success of Sana Kliniken. Highly motivated employees who are committed to their task and identify with the aims of their company on a long-term basis provide modern medical care that is firmly focused on patients. Sustainable personnel management has therefore become a key competitive factor. Sana Kliniken AG won several awards for its achievements in 2011. However, we have no intention of resting on our laurels. We will continue the Sana Kliniken tradition of paying special attention to an employee-focused approach and our corporate culture, and will also keep on pursuing our aim of being one of the best. DEVELOPMENT OF AVERAGE HEADCOUNT FOR THE YEAR 2010 2009 Medical services 2,984 2,745 2,255 Nursing services 8,839 8,386 7,198 Medical technical services 3,073 2,855 2,277 Functional services 2,465 2,258 1,848 Business and supply services Technical services Administrative services 46 392 395 275 2,865 2,655 2,593 414 399 333 2,017 2,090 1,716 Special services 136 136 123 Other services 441 564 530 23,626 22,483 19,148 Total Other Managing director 67 24 36 Head of department/ward 668 543 81 Further senior consultants 550 318 58 At the same time, there is also a growing desire among male employees to find a suitable balance between career and family. Here, we find models that enable this and allow working patterns to be adapted more flexibly to the respective stage of the employees’ life. This is particularly important where we deliberately deploy younger and older employees together in line with their experience and skills. Furthermore, the proportion of foreign employees in Germany is rising as a result of the shortage of specialist staff. We are increasingly attracting them to our hospitals and integrating them in our workforce. Proportion of employees by age and gender 2011 Clinical hospital services Paediatrics As at 31 December 2011 to 20 from 20 to 29 0.4 % 1.8 % 3.6 % 13.0 % 5.3 % from 30 to 39 16.1 % 6.6 % from 40 to 49 23.6 % 5.1 % from 50 to 59 60 or over 19.0 % 1.5 % 4.0 % Male (total: 22.4 %) Female (total: 77.6 %) 47 ANNUAL REPORT OF SANA KLINIKEN AG 2011 Hospital with a future From the company Group management report Consolidated financial statements Further information Staff report The aim of all actions is to individually encourage and maintain the performance and motivation of our employees. As a result of a positive corporate culture characterised by ongoing communication and a respectful, motivating management style, we retain our employees for many years and are an attractive employer in the market for forwardlooking specialist staff. The size and strong growth of the Group provides all employees throughout the Group with wide-ranging development opportunities that we are expanding in a targeted manner. Pension provision Constructive collaboration with corporate and social partners is an essential element here. The local and Group works councils are important points of contact for employees and employers. Many projects are supported at Group level in accordance with co-determination legislation and can be implemented throughout the Group. So that employers can act on their own initiative and have a directly calculable influence on the level of their pension provision, Sana Kliniken AG offers the Sana provision compass (Sana Versorgungskompass). The individual facilities provided information on this private provision scheme at wide-ranging events in 2011. Personal consultations also help employees to define individual provision packages. The local Sana hospitals are a key economic factor and part of society in their region. They take their social responsibility seriously, create wealth and provide modern – and especially safe – jobs in conurbations and rural regions. Constant training of employees and the creation of new occupational profiles at the hospital give us the edge that we need for our corporate success. Remuneration and provision: Attractive terms as a competitive advantage Transparent, performance-oriented remuneration system The Sana Group collective agreements in place since 2008/2009 were renegotiated with the two major unions ver.di and Marburger Bund in a spirit of partnership. Fair, performance-oriented pay in line with market conditions and further employee-oriented arrangements have been agreed, setting Sana Kliniken apart from competitors as an attractive employer. Following the tradition of municipal hospital operators to supplement the public-sector pension scheme Sana Kliniken makes its contribution where applicable to the ongoing existence of this type of pension provision. However, not all care gaps that arise due to the changes to the state pension insurance scheme can be covered by this. To support private pension provision by employees, Sana Kliniken AG decided to conclude a separate Group collective agreement on deferred compensation. With the insurance product “KlinikRente”, we offer our employees a provision model that goes beyond the legal requirement. In addition to these attractive options, we support our employees with an employer’s contribution to setting up their private pension scheme. Overall, the Group spent EUR 33 million on this in 2011. Occupational health and safety Effective occupational health and safety is a constant focus of attention at Sana Kliniken and therefore has a preventive effect. The primary purpose of occupational health and safety at the hospitals is to prevent accidents at work, occupational diseases and work-related health risks. The facilities in the healthcare sector are particularly affected by the demographic challenges of the labour market. Sana Kliniken AG is countering the change on the labour market with an in-house health management scheme at the facilities. For instance, as well as adjusting basic remuneration, we also agreed measures to offset individual negative effects for individual employee groups as a result of special working hours or areas of activity. This is reflected in changed valuations of on-call hours as well as an adapted classification and allowance system. Sana Kliniken AG is thus taking into account the increased demands on individual career groups. The collective agreements for the public sector (TVöD) and for doctors (TV-Ärzte VKA), negotiated by the German Confederation of Municipal Employers and the trade unions, are in place at several hospitals. Sharing in the company’s success A key element in performance-oriented pay with the aim of employee motivation loyalty is the collectively agreed profit-participation scheme for the workforce. In contrast to pure profit-sharing schemes, the Sana Group collective agreement provides for a payout of the variable facility-specific remuneration component if the company achieves the earnings target set at the start of each financial year. The variable remuneration amounts to 75 per cent of the average monthly remuneration paid in the previous year. If the target is exceeded or not met, the amount is increased or reduced accordingly in a range from 51 per cent to 143 per cent. The profit participation payouts have risen steadily in recent years in line with the performance increases of the hospitals. Variable remuneration of EUR 9.0 million was distributed on this basis in 2011. The average target attainment rate in 2011 was 103 per cent. Fair g kin wor ions it cond In addition to profit participation of employees covered by collective agreements, the target agreement system for managers is an important control instrument. The “Sana TARGET COMPASS” (Sana ZIELEKOMPASS) combines financial, organisational and personal targets. We thus reflect personal performance as well as the commercial situation, success and future prospects of the company in a long-term, transparent remuneration arrangement. 48 49 Hospital with a future ANNUAL REPORT OF SANA KLINIKEN AG 2011 From the company Group management report Consolidated financial statements Further information Staff report Career and family: Forward-looking concepts at Sana Jobs in the healthcare sector are confined to one location. The hospitals increasingly face the challenge of responding to the changing labour market and the expectations and requirements of employees and applicants. Creating an attractive working environment in a highly challenging professional sector is the difference between success and failure when recruiting staff. Young employees now set different priorities than 15 or 20 years ago. For many, their career no longer comes first. They are mainly more family-oriented and want to be able to plan their personal lives as well as their careers. However, older employees are also increasingly burdened by the need to care for relatives. The employee-friendly and family-oriented staff policy of Sana Kliniken AG is one of the key factors in competition for qualified specialist and management staff. Our life phase-oriented staff policy also makes us more efficient as a company. Sana Kliniken therefore works to reconcile the duties of its employees more closely with their family requirements. The berufundfamilie gGmbH, an initiative of the non-profit Hertie Foundation under the patronage of the German Federal Minister of Family Affairs and the German Federal Finance Minister assigns the berufundfamilie certificate to companies that implement a long-term family-focused staff policy. In 2011, around 80 per cent of the Sana hospitals as well as Sana Group headquarters had started or already completed the work and family audit (audit berufundfamilie). All facilities are set to obtain the certificate by the end of 2012 at the latest. Group-wide implementation of the audits has given Sana Kliniken the opportunity to benefit jointly from the findings obtained. For instance, the facilities can share their experiences and reflect on the implementation of existing measures. The development of measures in particular is not only about making raising children as compatible with work as possible, but also about taking the care of relatives into account. We are already making a vital contribution to a family-friendly culture within the company with flexible working hours and conditions. “The ‘audit berufundfamilie’ certificate and the measures derived from it are key elements of our staff recruitment and retention strategy!” Dr Ingo Hüttner, Managing Director of Sana Herzchirurgie Stuttgart Flexible structuring of working hours is a major factor in organising the reconciliation of career and family. Examples of this are part-time options in all career groups, family-oriented structuring of duty rosters and holiday planning, opportunities to take leave in the event of family emergencies and, in particular, work organisation measures. Sana also achieves better reconciliation of career and family by including special regulations in the Group collective agreements. For instance, doctors receive two work-free weekends per month. In addition, all employees have the opportunity of working part-time for family reasons for up to five years. Child care Good care for their children during working hours matters a great deal to every parent. Parents are reliant on organisation of child care outside office hours and also in emergencies. Sana helps employees with children by providing suitable child-care places with local providers. In addition, the facilities grant financial support of up to EUR 100 for child care, depending on the collective agreements. In 2011, the number of fathers on parental leave was up around 46 per cent on the 2010 calendar year. Of the fathers who took parental leave in this period, approximately 54 per cent work in the medical services and 23 per cent in the nursing and functional services. PROPORTION OF FULL-TIME/PART-TIME EMPLOYEES As at 31 December 2011 in % per service type Full-time Part-time Medical services 80 20 Nursing services 48 52 Medical technical services 56 44 Functional services 57 43 Clinical hospital services 21 79 Business and supply services 35 65 Technical services 90 10 Administrative services 70 30 Other services 70 30 Total 55 45 Parental leave Parental leave is part of the career development of our employees with young children. Although the proportion of women who take parental leave after the birth of their child is higher, fathers are increasingly taking parental leave or reducing their working hours to spend more time looking after their children. This has also been shown to be feasible by employees in responsible managerial posts. Emma Charlotte Real-life example Mario Andres Lieberei, resident physician in the internal medicine department of the Regio Klinikum Elmshorn: “ At the end of April 2011, around the first birthday of my younger daughter Pauline Johanna, I decided to take a career break in which I could devote myself fully to my family. I had already used this opportunity about two years ago to spend quality time with my daughter Emma Charlotte, who is now three-and-a-half years old. These periods were crucial to building up a close relationship with my daughters, as I would otherwise go to work when the kids were still asleep and often not get back until they were already on their way to bed.” The existing measures are systematically reviewed at the hospitals. This includes identifying strengths and weaknesses of the family-oriented staff measures so that we can carry out organisation-specific and requirementoriented measures. The senior consultant and ward manager career group has a key role in implementing the packages of measures. Consequently, they are involved in the organisational development process at a very early stage with a strategy workshop. 50 51 ANNUAL REPORT OF SANA KLINIKEN AG 2011 Hospital with a future From the company Group management report Consolidated financial statements Further information Staff report Diversity at Sana: working together for the patients Personnel development: career opportunities through targeted training Outstanding medical care means teamwork. In all areas of the hospitals from admission through to discharge, our patients come into contact with a large number of teams who look after them in the operating theatre, in the ward or in the treatment rooms. These teams must function and get on, even though they are generally made up of very different characters. Men and women, employees in different career and age groups and with different cultural and religious backgrounds work alongside each other. Sana Kliniken AG believes in long-term personnel measures. The concept of skills development starts with initial training and induction of new employees. In the course of professional careers at Sana Kliniken AG, we apply individualised staff development concepts. Sana sees real benefits in this diversity and a wide range of opportunities to learn from each other and become even more tolerant. However, these structures also bring challenges that the hospitals are facing up to. Employees from over 97 nations work for the companies of Sana Kliniken AG. We can only continue to recruit sufficient numbers of suitably qualified staff by taking on foreign migrant specialist employees in all career groups. Integration of foreign employees is therefore a top priority. Fast acquisition of language skills and cultural integration of foreign employees ensure mutual success. By signing the Diversity Charter (Charta der Vielfalt) in 2010 and living out the values and standards that it contains in line with the mission statement of Sana Kliniken AG, the facilities are actively adapting to the changing situation. The potential here has been identified and is being utilised through targeted programmes and measures to the benefit of patients, hospitals and employees. The proportion of older employees is rising, which is why it is increasingly important to deploy older and younger people alongside each other in teams. Older employees thus pass on their experience and knowledge, whilst the younger ones can make up for any age-related limitations. The multidisciplinary “50+ working group” submitted its final report on this issue in 2011, recommending six central areas to be acted on. These will be coordinated in the Group and implemented individually in accordance with the needs of the individual hospitals. Achieving understanding among all employees and raising awareness of the importance of demographic trends in each individual working environment are at the forefront here. This is the only way in which the necessary measures in the areas of labour organisation and workplace design as well as knowledge management and healthcare provision can take effect. Skills-oriented training for new nursing staff Sana provides training in all hospital careers. With over 80 per cent of training posts, the focus is on training nurses. Training (paediatric) nurses prepares the employees for further specialisation and qualifications in the specialist nursing fields later in their career. To make this skilled occupation more attractive to young people, the schools are providing innovative and challenging training content. Skills-oriented teaching and examination methods in the training centres are at the forefront. Additional importance is now being given to higher quality of training with regard to personal and social skills following the amendment of the German Nursing Act (Section 3 KrPflG). Due to the shortage of specialist staff, we are creating training posts for nursing assistants, which also provide future-oriented hospital career prospects for applicants with few academic qualifications. At an early stage, we lay the foundation for perception of a career as a member of the treatment team, which also involves compatibility with the individual’s health preservation. We provide language training and remedial teaching at all training centres as standard for the growing number of trainees who do not speak German as their first language. To arouse young people’s interest in secure hospital careers, “girls’ and boys’ days” are held at the hospitals, with increasing levels of success. NUMBER OF TRAINEES BY PROFESSION As at 31 December 2011 (Paediatric) nurse 2011 2010 1,158 903 Geriatric nurse 55 52 Midwife 24 34 Doctor's assistant 15 30 Operation assistant 29 27 Commercial careers 56 45 Other careers 31 15 1,368 1,106 Total Advanced training and qualifications in nursing eted g r a T ort supp 52 In addition to conventional advanced training as a specialist nurse for geriatric psychiatric nursing, the endoscopy and operation service, anaesthesia and intensive care nursing, psychiatric nursing, nephrology, palliative and hospice nursing, oncology nursing, rehabilitation and long-term nursing, clinical geriatrics and as a specialist nurse and paediatric nurse, e.g. for anaesthesia and intensive care and as a hygiene specialist, the range of advanced training courses on offer has also been extended academically. For instance, Sana now offers the recently developed Bachelor of Physician Assistance, which bridges the gap between medical and nursing careers. Advanced training specialisms such as nursing teacher, nursing manager and certified nursing and functional unit manager lead employees into teaching and nursing management posts. 53 Hospital with a future ANNUAL REPORT OF SANA KLINIKEN AG 2011 From the company Group management report Consolidated financial statements Further information Staff report Skilled doctors Our hospitals provide doctors with structured advanced training opportunities in almost all specialist areas. Within the Group structures, exchange is carried out between academic research at our teaching hospitals and clinical practice through job-shadowing and rotation opportunities. Expansion of cooperation structures between the primary medical and clinical sectors is encouraged through the existing training associations in general medicine. Optimisation of advanced general practitioner training ensures high-quality training of general practitioners who provide skilled GP care in a hospital environment. Language trainer Roswitha Hartung (on the right in the picture) on site with two doctor colleagues Advanced training authorisations in the Group Over 400 people authorised to carry out advanced medical training ensure appropriate advanced training, thus making the facilities of Sana Kliniken AG more attractive employers for young doctors. The Group thus ensures that specialist medical posts are filled by the right people on a long-term basis. Academic teaching hospitals in the Sana Group At the academic teaching hospitals, Sana promotes the opportunities for advanced training and careers in the Sana Group by targeting doctors at an early stage in their practical year. Skills-oriented language training for doctors In addition to advanced training of German doctors, it is becoming increasingly important for Sana Kliniken to attract foreign doctors to our hospitals. Sound language skills and cultural integration are the essential requirements for successful patient-oriented activity and career development. Sana Kliniken supports this in a targeted manner with individual measures. For example, doctors who do not speak German as their first language can use a range of innovative ways to develop their language skills. Language trainers accompany the doctors in their day-to-day work. A direct insight into hospital language enables the language trainers to give the doctors language tuition appropriate to their work situation and improve their communication skills quickly in individual and group exercises. Support ranges from coaching in conversation with patients and relatives and reflection on visits through formulation of doctor’s letters and improvement of telephone calls with other departments, hospitals or relatives to preparation of lectures in the context of advanced training. The doctors regard this as an optimum solution for enhancing their language development in a targeted manner whilst also accelerating their social integration. Senior consultant recruitment centre of excellence From the outset, with specially structured job interviews, the senior consultant recruitment centre of excellence has given senior consultants the opportunity to enhance their skills, for example in the form of management coaching for the initial phase of their career with the Group. ified Qual and c basi ced n adva ing n trai In the German healthcare system, the senior consultant is traditionally regarded as the person who shapes the reputation of a department and, in many cases, a whole hospital. At the same time, modern hospital management places high demands on senior consultants in terms of their medical capabilities and their management and leadership skills. Combining health economic considerations and medical treatment indication to provide patients with the best possible care is increasingly one of the most challenging tasks facing the senior consultants of today. A major challenge for Sana Kliniken is to fill all these posts with extremely well-qualified people who also meet the respective requirements of the hospital and the department to be run. Since 2009, the centre of excellence has applied a standardised procedure for filling senior consultant vacancies in conjunction with the hospitals. 56 of these procedures were carried out in 2011. The appointment process has been noticeably optimised by the overall central control. The close collaboration with the local hospital management team and the medical experts of the Group has proved its worth here. Approaching suitable external candidates remains a key factor in replacing departed senior consultants. However, the senior consultant recruitment centre of excellence is also increasingly developing and implementing programmes that promote skills development of today’s medical staff in hospitals and preparing them for further tasks as senior consultants or in other leadership roles. Highlighting internal career prospects for senior consultants therefore makes advancement within the Group more attractive than before. Incorporating promising staff in the Group’s appointment procedure constitutes a significant competitive advantage here and reduces the costintensive fluctuation among specialist doctors on a long-term basis. 54 55 ANNUAL REPORT OF SANA KLINIKEN AG 2011 Hospital with a future From the company Group management report Consolidated financial statements Further information Staff report Careers in the Sana Group – 2 examples Training or studying in technical and commercial fields The training of young people at the facilities and Group headquarters covers a wide range of different careers in all areas of the hospital. In addition to the nursing occupations, over 20 other training courses in medicaltechnical, commercial and manual areas are available. With its range of training posts, the hospitals are not only meeting their social responsibility as a major healthcare employer, but also ensuring that vacancies in the Group are filled by high-quality staff. Sana offers a job within the Group to trainees with a grade point average of 2.0 or better in line with the collective agreement. In addition to the professions, at individual facilities, Sana provides the opportunity to combine study and hands-on learning in the commercial and technical fields in the context of dual training. Starting out and promotion The path to becoming a “pain manager” // Sonja Vidmar-Danilovic Individual career paths of employees in all career disciplines are supported and lived out on a hospital-specific basis. The potential detected in the employee interview determines the further development. The trained nurse and psychology graduate of Slovenian nationality came to Germany in the 1990s with the aim of starting a new life. Sonja Vidmar-Danilovic, born in 1963, started work at Karl-Olga-Krankenhaus in Stuttgart in 1994, and took the opportunity to gain the grant-funded Bachelor of Physician Assistance qualification at the age of 44. Today, she is responsible for implementing pain management at the Sana Kliniken Solln Sendling (Munich) and can draw on all her expertise. To ensure motivated performance and identification with the corporate targets, internal skills training is carried out. In addition to an increase in knowledge and expertise, the basis for a lively management and staff culture is created through active integration of medical and commercial managers. Graduates familiarise themselves with the core business areas of the hospitals in 18 months in the Sana management trainee programme. They acquire skills through practical application and develop them in the context of projects. 12 trainees started out in 2011. “I am very happy and thankful that I am now combining my two interests in my job and can make a contribution to increasing quality and patient satisfaction.” The potential development programme gives young employees in all career groups the opportunity to demonstrate their abilities with innovative project ideas and prepare themselves for their next career step. Wide g n i rang er care tur oppoies nit The path to commercial responsibility // Dr Barbara Kempe As an authorised representative of Sana Kliniken Ostholstein GmbH, Dr Barbara Kempe heads the Corporate Development & Communications department for three acute-care hospitals in Eutin, Oldenburg and Fehmarn in east Schleswig-Holstein. After completing her business studies degree, she joined the Acquisitions department of Sana Kliniken AG in 2002. One reason why she opted for Sana is because it gave her the opportunity to write an in-service, practically-oriented dissertation on attractive terms. From 2003 to 2004, she worked at Group headquarters in Munich as an aide to the Chairman of the management team before moving to a Group hospital in Ostholstein in 2005. “At Sana, I can be actively involved in Group-wide issues and learn from colleagues at other locations. My husband, our nearly three-year-old daughter and I fully appreciate the fact that at Sana and as a manager, I can structure my working hours so flexibly that it is possible to reconcile family life and a responsible job.” 56 57 ANNUAL REPORT OF SANA KLINIKEN AG 2011 Hospital with a future From the company Group management report Consolidated financial statements Further information General and business conditions General and business conditions Overview of the 2011 financial year Group management report Crisis-resistant, largely non-cyclical business model In the 2011 financial year, Sana Kliniken AG again posted double-digit growth with consolidated net revenue of EUR 1,629.2 million. The consolidated net income came to EUR 52.8 million, up 10.9 per cent on the previous year. With this performance, we generated a double-digit increase in revenue and income for the fourth successive year. Our business model has proved to be crisis-resistant, largely unaffected by the sovereign debt and financial markets crisis and largely non-cyclical. Double-digit growth both in revenue and income The successful business development and substantial growth were also achieved without additional acquisitions this year. Instead, the overall revenue growth of approximately 10 per cent results from the acquisitions in the previous year of Krankenhaus Rummelsberg gGmbH and Klinikum Dahme Spreewald GmbH, which were consolidated for a full financial year for the first time in 2011, and from moderate organic growth. The positive earnings development is to be regarded as a major success in view of the EHEC crisis in the second quarter of the past financial year. This hit the hospitals in northern Germany particularly hard. In medical and nursing terms, the EHEC crisis was handled as a result of the outstanding work of all employees on the ground, especially at the Regio Kliniken, the Sana Kliniken Lübeck and the Sana Kliniken Ostholstein. However, in economic terms, the Group faced exceptional charges totalling approximately EUR 1.6 million, which have not yet been compensated despite a firm government commitment. Capital increase to secure future growth Financially, Sana Kliniken AG is now better equipped for the future. Shareholders have also underlined their confidence in the business model and strategic orientation of Sana Kliniken AG. For instance, the biggest capital increase in the company’s history was approved in 2011. Shareholders are injecting a total of EUR 160.0 million into Sana. Together with the option of additional borrowing, this forms the financial basis for further successful growth. Capital injection of EUR 160 million 59 General and business conditions 59 Overview of the 2011 financial year 60 Overview of the organisation and operations 61 Organisational and management structure 62 Corporate strategy and control 64 Macroeconomic factors 65 Sector-specific situation 67 The 2011 financial year – financial overview 70 Earnings, asset and financial situation 79 Supplementary report 80 Opportunity and risk report 86 Forecast report 58 59 Hospital with a future ANNUAL REPORT OF SANA KLINIKEN AG 2011 From the company Group management report Consolidated financial statements Further information General and business conditions The Sana Group – overview of the organisation and operations Business model Consolidated net revenue of EUR 1.63 billion Germany’s fourth-largest private hospital operator Sana Kliniken AG is one of Germany’s leading providers of integrated healthcare services. 31 private health insurance companies have provided a stable and reliable group of shareholders for almost 35 years. With consolidated net revenue of EUR 1.63 billion and 43 hospitals, 1,470,000 patients treated and over 23,600 employees, Sana is the fourth-largest private operator of acute-care and specialist hospitals. We also run medical care centres (MCC), rehabilitation clinics and nursing homes. Distribution of facilities 30 Acute-care hospitals Sana is financially stable and sound The company is characterised by financial stability and soundness. The strong earnings situation forms the basis for sound, sustainable financing structures of Sana Kliniken AG. Borrowing costs, dividends and investments are financed from cash flow from operations. A low leverage ratio and last year’s capital increase mean that we are well-placed to finance further acquisitions. Well-placed to finance further acquisitions The value of the goodwill arising from the purchase of hospitals is assessed in annual impairment tests. Very strict criteria are applied to these tests. On the basis of rolling long-term planning, cash-flow potential is first derived for the facilities concerned and then subjected to various stress tests in a second step. No goodwill impairment has been required so far. Starting points for enhancing profitability Regardless of the positive development of the Sana Group in recent years, there is further rationalisation potential to improve profitability. These improvements are centred on achieving an even higher level of standardisation procurement and continuous optimisation of processes at the hospitals. Examples are the creation of shared service centres for more efficient processing of administrative tasks. 3 Cardiac centres 7 Specialist orthopaedic clinics 3 Rehabilitation clinics 12 Nursing homes 18 Medical Care Centres (MCC) Procurement and logistics services added to our range Services for patients have always been and still are our main area of expertise. These are supplemented by our activities in the care sector. We are rigorously expanding the area of procurement and logistics services, which we also provide for external hospitals. In the past financial year, we handled a procurement volume of approximately EUR 1.3 billion based on a portfolio with more than 500 customers. The uniqueness of integrated offerings in the care sector enables the Sana Group to realise extra growth potential. In particular, there is growing demand from our customers for linking procurement and logistics services to optimise material management. In the 2011 financial year, we generated revenue of EUR 48.4 million from procurement and logistics services (previous year: EUR 46.9 million). This equates to a 3.2 per cent increase year-on-year. Strengths of our business model Sana is characterised by strong growth and an attractive return Sana Kliniken AG is a very fast-growing company with above-average growth rates. This dynamic growth enables us to meet actively the challenges posed by the changes to the German healthcare system and be involved in shaping these changes. In addition, our strong growth is an essential condition for leveraging further efficiency potential in the company. The constant build-up of expertise and our rigorous benchmarking help to ensure this development. All of this makes Sana more attractive as an employer for managerial staff in the medical and care sector as well as in commercial posts. By adding procurement and logistics solutions for other hospitals to our range of integrated healthcare services, the company is able to keep on generating an attractive return in future. We can offer customised solutions to public and charitable hospital operators via flexible participation models. The corporate development of Sana Kliniken AG is therefore relatively unaffected by the general trend in terms of the intensity of privatisation cycles on the German healthcare market. Integrated services open up additional potential for growth 60 Our unique range of integrated services in the care sector (expert procurement and logistics services) opens up further growth potential for the Sana Group. Organisational and management structure Sana Kliniken AG is the operating holding company for the Sana Group companies. The Sana Group consists of Sana Kliniken AG and a further 90 companies over which we have effective control. The company is based in Germany, with its headquarters in Ismaning, Munich. Shareholder structure ensures independence and potential of business model All the equity is held by 31 private health insurance firms. This ownership structure ensures the corporate independence of the Sana Kliniken AG and enables the management to utilise the strengths of the business model for sustainable, long-term, profitable growth. Clear management structure with decentralised profit and loss responsibility The Supervisory Board of Sana Kliniken AG acts as the ultimate control and monitoring body in the context of stock corporation regulations. It advises and monitors the Group management and appoints the members of the Executive Board. The Sana Group is managed by a four-strong Executive Board. In addition to the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), the board also includes directors responsible for Medicine and Care and HR and Purchasing. The fully authorised representatives are also part of the top management structure of the Group. They are responsible for operational management of business activities at the facilities on the basis of a regional principle. Regional principle applied to operational management Group management structure Monitoring and control Group management Operational management Supervisory Board Executive Board CEO CFO Medicine and Care HR and Purchasing Fully authorised representatives East North-East North-West South-East South-West 61 ANNUAL REPORT OF SANA KLINIKEN AG 2011 Hospital with a future From the company Group management report Consolidated financial statements Further information General and business conditions The management teams of the individual facilities are responsible for delivering a high standard of medical and nursing care and service quality. They are responsible for the financial results of the legally independent care subsidiaries. Corporate strategy and control We aim to make active use of the opportunities of hospital privatisation … The management of Sana Kliniken AG plans to remain actively involved in the healthcare services privatisation process in Germany in the years ahead. In this respect, our aim is to continue to improve our market position by providing high-quality medical and nursing care for patients. One core element of this strategy is further strengthening our position as a reliable partner for local authorities and other regional administrative bodies. Therefore, flexibility and individuality in terms of local authorities’ requirements will continue to determine our actions in future. … and expand our care-related services for third parties In the next few years, we will also be focusing on procurement and logistics services for hospitals outside the Sana Group. The potential is attractive and there is firm demand. Our external customers are asking us to offer these services on an even more extensive and holistic basis than before. We regard this as both an incentive and a positive challenge. Focus on revenue growth and profitability Additional information from page 46 Profitable growth keeps us fit for the future Sana pursues a strategy of sustainable, profitable growth, focusing on revenue growth and profitability. Constant improvement of profitability and generation of long-term cash flow are essential requirements for the company’s financial independence, corporate scope for action and investment capability. Hospital operators in Germany must meet future challenges such as the increasing shortage of specialist medical and care staff as well as the feminisation of the medical profession. We will face up to these trends by rigorously expanding our family-friendly workplace structures. Our aim is for all our hospitals to be certified by the Hertie Foundation’s “work and family audit” by the end of 2012. We also offer attractive training opportunities for our employees. This is becoming increasingly important for junior doctors. In this way, we create a more attractive working environment, thus giving our employees even more job satisfaction. To protect the interests of our shareholders and lenders in the long term and to enable measurement of the corporate aims described above, we control the Group on the basis of a fixed system of key performance indicators. In addition to the economic key ratios described below, the Group’s controlling is also focused on non-financial performance indicators. Financial control parameters Sana is rigorously geared to expansion 62 Growth Double-digit growth remains a long-term aim Our commitment to ensuring high-quality patient care in future despite ongoing restrictions in terms of resources requires robust concepts for efficient use of available means. One key element here is growth, as it enables use of economies of scale. Sana is therefore rigorously geared towards expansion. In addition to organic growth, we are very strongly pursuing a strategy of inorganic growth through hospital purchases. We measure our success using the CAGR (compound annual growth rate). This shows our average revenue growth with reference to our defined base year, 2000. The company has set itself the target of continuing to expand with double-digit growth rates in the long term. Capital efficiency The return on capital employed should be at least half of the cost of capital The efficient use of capital is becoming a more crucial competitive factor than ever. In future, the companies must counter the impacts of the European debt and financial markets crisis and the challenges of financing investment requirements in the German healthcare sector even more intensively than before with a high level of capital efficiency. With the corporate targets being geared towards sustainability and value enhancement, the return on invested capital is at the heart of the Sana Group’s controlling strategy. Efficient and sustainable use of capital is also a major evaluation criterion for our lenders. The RoCE (return on capital employed) shows the return on capital invested on a long-term basis. Assets tied up on a short-term basis are not included in this key ratio. Efficient and sustainable use of capital The RoCE is calculated as a quotient of pre-tax profit and capital tied up on a long-term basis. Aligned to the equity and liabilities side of the balance sheet, invested capital consists of equity, financial liabilities less cash, pensions and other non-current provisions and liabilities. For our internal controlling, we rigorously eliminate goodwill, as this represents the assets financed with subsidies in the context of company acquisitions. Sana Kliniken AG aims to achieve an RoCE of at least 1.5 times the cost of capital. Temporary fluctuations are possible here as a result of newly acquired hospitals. Capital structure and debt Maximum limit for net gearing of 100 per cent Sana’s long-standing strategy means that the financing structures will have to keep on creating sufficient flexibility and scope to utilise growth potential in future. Interest-bearing net debt is a key factor here. We control the debt ratios in relation to earnings before interest, depreciation and taxes (EBITDA). For internal controlling of the Group, we have also set ourselves an upper limit for net gearing (ratio of interest-bearing debt to equity) of 100 per cent. In general, we remain well below this level. This upper limit will only be breached temporarily and in exceptional cases as a result of major acquisitions. Liquidity controlling Investment for value retention and value enhancement Generating a growing cash flow is of crucial importance to the Sana Group. In our controlling, we focus primarily on free cash flow (FCF) and funds from operations (FFO) to total debt. FFO reflects generated consolidated net income before non-cash components (e.g. depreciation and amortisation). This cash flow is available for dividend payments and investment. As a result of the sustainable business approach of Sana Kliniken AG, a substantial proportion of the cash flow can be used for investment to maintain and enhance enterprise value in the long term. Sustainable business approach The free cash flow is available to the company after investment and distribution. It is therefore calculated from FFO less investment and dividends. We are targeting an “FFO / total debt” ratio between 15 per cent and 30 per cent and an “FCF / total debt” ratio between 5 per cent and 20 per cent. 63 ANNUAL REPORT OF SANA KLINIKEN AG 2011 Hospital with a future From the company Group management report Consolidated financial statements Further information General and business conditions GDP grew by 2.5 per cent year-on-year Macroeconomic factors Sector-specific situation Further growth for the German economy in 2011 Despite the deepening of the sovereign debt and financial crisis, particularly in the euro zone, Germany remained Europe’s pillar of stability and growth driver in 2011. The German economy continued to grow in 2011, although the pace of growth slowed down significantly as the year progressed. According to the German Federal Statistics Office, after adjustments for price, seasonal and calendar effects, gross domestic product (GDP) in the third quarter of 2011 was up 0.5 percent on the previous quarter and 2.5 percent on the previous year. In its economic forecast for 2011 updated in January 2012, the International Monetary Fund (IMF) calculated real GDP growth of 3.0 percent, in line with the estimates of the OECD, the Bundesbank and leading economic research institutes. Throughout the year, positive impetus mainly stemmed from growth in private consumption expenditure. The situation in the hospital sector is being significantly influenced by changes to existing laws and introduction of new ones. The German Act for Sustainable and Socially Balanced Financing of Statutory Health Insurance (GKV-FinG) came into force on 1 January 2011. Private consumption as a key pillar of the economy The GfK Consumer Confidence Index was stable in 2011. Consumer confidence actually increased slightly despite the crisis and associated recession fears. With this development, domestic economic activity constitutes a key pillar of economic development in Germany. German economic growth continued, albeit at a distinctly slower pace. Against this background, the labour market again showed very positive development in 2011, with the crisis having a less significant impact on the German population than in other countries in the euro zone. Unemployment had fallen to 2,713,000 in November 2011, the lowest figure for 20 years. In December, 2,780,000 people were registered unemployed in Germany. Compared with the same month of the previous year, employment was down by 231,000 or just under 8 per cent. At the end of 2011, a record number of 41.5 million people were in work in Germany (peak figure in November: 41.582 million). The unemployment rate based on the entire civilian labour force stood at 6.6 per cent in December. This is 0.5 percentage points lower than the previous December. Inflation rate well over 2 per cent For hospitals, two key measures have been passed to limit increases in expenditure and to stabilise expenditure: 1.The rate of change, which is decisive for the adjustment of the state basic case value, was reduced by 0.25 percentage points to 0.9 per cent in 2011 and will be reduced by 0.5 percentage points to 1.48 per cent in 2012. This results in a saving of around EUR 150 million in the statutory health insurance expenditure volume for German hospitals. 2.Hospitals paid an anticipated payment of 30 per cent for contractually agreed additional services in 2011. From 2012, the level of the anticipated payment for additional services is to be agreed by the contracting parties. A savings volume of EUR 350 million will thus be generated. Surplus for statutory health insurance companies in the first nine months of 2011 The statutory health insurance companies posted extremely positive financial development in 2011. After generating a surplus of EUR 277 million in the first nine months of 2010, the health insurance companies increased the surplus to EUR 3.9 billion in the first three quarters of 2011. With expenditure of around EUR 133.7 billion, the health insurance companies generated income of around EUR 137.7 billion. In the first three quarters of 2011, allocations from the health fund to the health insurance companies totalled around EUR 134.2 billion. Health fund income from contributions and federal grants amounted to EUR 135.6 billion. The government crises in Greece and, more recently, Italy have stoked up uncertainty on the future economic development in the euro zone in the last few months. This is a likely factor in the downgrading of economic forecasts. The ifo World Economic Climate Indicator showed an even gloomier picture in the fourth quarter of 2011. The ifo economic climate for the euro zone deteriorated for the second time in succession, and is now well below its long-term average. This suggests that the economic situation in the euro zone will take a significant turn for the worse in the months ahead. Overall, the surpluses of the health fund and the statutory health insurance companies produced a positive result of EUR 5.3 billion for the statutory health insurance companies in the first nine months of 2011. Sharp rise in energy costs swells inflation rate In Germany, the consumer price index was up 2.3 per cent on the previous year in 2011. Consequently, the inflation rate – measured according to the development of consumer prices – is well over the 2 per cent mark. In recent months, the inflation rate has been strongly affected by the rise in energy costs. For hospital operators, this is having a noticeable impact on material costs that cannot be offset by hospital reimbursement. Compared with the previous year, consumers paid 10.0 per cent more for energy. This was mainly due to the rise in costs for domestic fuel oil. Prices here were up 25 per cent year-on-year. In addition, prices for costs allocations for central heating and district heating (+ 8.0 per cent), electricity (+ 7.3 per cent) and gas (+ 4.6 per cent) rose sharply year-on-year. Without this increase in energy costs, the inflation rate would have been just 1.3 per cent in 2011. The proportion of people covered by statutory health insurance in the Germany healthcare sector is around 90 per cent. Therefore, most of the income of German hospitals is based on payments from the statutory health insurance companies. In relation to the current positive financial development of the statutory health insurance companies, there is discussion of reducing charges for hospitals. Due to the current uncertainty surrounding economic prospects in the euro zone – with substantial reductions in growth forecasts for 2012 recently – the new President of the European Central Bank (ECB), Mario Draghi, cut base rates from 1.50 per cent to 1.00 per cent in two steps in November and December 2011. Mario Draghi described risks to the outlook for inflation as “broadly balanced”. According to the publications of the statutory health insurance company assessors dated 12 October 2011, the health insurance companies will generate earnings of EUR 1.4 billion in 2011. This equates to a cover ratio (allocations from the health fund minus statutory health insurance company expenditure) of just over 100 per cent. The benefit expenditure of the health insurance funds rose by 2.5 per cent per person insured between January and September 2011. According to the statutory health insurance company assessors on 12 October 2011, a 3.6 per cent increase in total health insurance company expenditure is expected for 2011. Increase in total state health insurance expenditure of 3.6 per cent In terms of expenditure increases in the first three quarters of 2011, sick pay saw the sharpest increase per person insured (+ 9.4 per cent), followed by the hospital sector (+ 4.2 per cent), medical early detection measures (+ 3.8 per cent) and out-patient treatment (+ 2.3 per cent). Applied to the in-patient sector, this rate of change would equate to an increase of approximately EUR 1.7 billion for 2011 as a whole. Although the state basic case value only rose by a very moderate average of 0.3 per cent in 2011, increases in the benefit volumes are again leading to a significant rise in the expenditure of the health insurance companies. In contrast, as a result of the German Act on the Reorganisation of the Pharmaceuticals Market in Statutory Health Insurance (AMNOG), expenditure reductions by 5.7 per cent (on the basis of January to September 2011) were posted for the first time in 2011 after several years of unbridled expenditure growth. The federal basic case value for 2011 amounted to EUR 2,963.82 (+ 0.96 per cent compared with the 2010 figure). This contrasted with rising staff costs in the form of collective wage agreement increases and other cost increases, particularly for energy and food. 64 65 Hospital with a future ANNUAL REPORT OF SANA KLINIKEN AG 2011 From the company Group management report Consolidated financial statements Further information General and business conditions The 2011 financial year – financial overview Proportion of private hospitals rises, key to secure nursing care for in the countryside From 1996 to 2007, the number of privately operated hospitals increased by 40.6 per cent. The current market share is around 28 per cent. In contrast, the number of hospitals with independent non-profit operators decreased by 18.8 per cent and the number of publicly operated hospitals by 31.3 per cent in this reference period. Privatisation of hospitals will ensure patient care in rural regions According to a study by the RWI in Essen and the Institute for Health Economics (IfG) in Munich commissioned by the German Federal Association of Private Hospitals (BDPK) in Berlin, privatisation of hospitals will ensure patient care, especially in rural regions. The proportion of privately operated rural hospitals is higher than that of those run by independent non-profit operators, and continues to rise. German hospital services are characterised by dual financing. Investment costs are financed by the states. In 2009, the states provided subsidies totalling around EUR 2.86 billion in accordance with Section 9 of the German Hospital Financing Act (KHG). In the last ten years, KHG subsidies have been reduced by around 29 per cent, adjusted for price changes. Compared with 1991, the real decrease is as much as 45 per cent. In 1991, KHG subsidies amounted to 0.24 per cent of gross domestic product (GDP). This figure fell by half to 0.12 per cent by 2009. The chart below shows the development of KHG subsidies compared with GDP from 1991 to 2009. Changes arising from the Act on the Stabilisation of Structural Reform in Germany from 2012 (GKV-VStG) The GKV-VStG came into force on 1 January 2012. The changes therein largely relate to out-patient care. However, they also impact on in-patient care. One major change for hospitals is that, in future, services in the context of out-patient operations pursuant to Section 115b of German Social Security Code (SGB) V can also be performed on the basis of contracts between hospitals and independent panel doctors in the hospital on an out-patient basis. The legislation also entails further cost increases, as hospitals will also have to organise secondary care of patients as well as conventional discharge management in future. In addition, higher fees may not be charged for general hospital services for private hospitals that are located in the vicinity of the hospital and have an organisational link with it. However, this does not present a revenue risk for the hospitals of Sana Kliniken AG, as higher fees were not charged anyway. The savings for the statutory health insurance companies at the expense of the German hospitals, which were introduced with the GKV-FinG in 2011, remain despite the sound financial situation of the statutory health insurance companies. These include the 0.5 percentage-point reduction in the rate of change for 2012, the anticipated payment for additional services and the delay in introducing the benchmark value. Trend in KHG subsidies and gross domestic product (GDP) 1) 170 The 2011 financial year – financial overview 1991 = 100 150 130 110 KHG subsidies 90 70 1) GDP 1991 2009 As a result of the gradual decline in KHG subsidies, according to a survey by the medical technology industry association Spectaris, the investment backlog in German hospitals is some EUR 50 billion. Sana Kliniken AG’s measures to combat shortage of specialist staff The shortage of specialist hospital staff remains one of the biggest challenges in in-patient care. In addition to our facilities in rural regions, hospitals in highly competitive regions are increasingly affected by this. The Sana Group is already prepared for the nationwide trend of doctor shortages that affects all types of operator. As well as attractive and transparent remuneration, one focal point here is the continuous improvement of working conditions and working environment. Targeted support of medical managerial staff in the form of a dedicated centre of competence, integration in nationwide and regional clusters of experts, creation of essential requirements for medical and medical technology investments, promotion of training and establishment of family-friendly working conditions are elements of the corresponding strategic concept, which is being constantly enhanced within the Sana Group. 66 Further increases in a challenging environment Sana continued its successful business development in 2011. Despite a challenging general situation, double-digit growth was achieved once again. With an approximately 10 per cent rise in revenue year-on-year, earnings after tax improved by 10.9 per cent to EUR 52.8 million, thus exceeding the earnings target. Rise in revenue of approx. 10 per cent Source: German Hospital Federation (DKG), 2010. Cut in KHG subsidies leads to investment backlog With reference to the hospital spending of the statutory health insurance companies and private health insurers, the investment rate based on KHG subsidies was as high as 10.0 per cent in 1991, but just 4.6 per cent in 2008. Due to the ongoing squeeze on state budgets, the trend is set to continue or even intensify in the years ahead. Investment backlog of some EUR 50 billion Business developments Focus on integration of new hospitals in 2011 Business operations during the year were mainly centred on integrating the previous year’s acquisitions. One highlight here is the successfully completed integration of Klinikum Dahme-Spreewald GmbH into the Group. The company, fully consolidated for the first time on 31 December 2010, has already implemented key Sana structures whilst improving its earnings. Despite considerable additional negative impacts due to the EHEC crisis, the Regio Kliniken posted a very positive development. Rigorous dismantling of the previous complex structures resulted in increased transparency for management and improved processes. Intricate ownership structures have been reduced by means of mergers or disposal. The medical profile of the three locations has been strengthened in a targeted manner. Consequently, breakeven was reached in just the second year after acquisition. In contrast, integration of the Krankenhaus Rummelsberg initially proved more difficult. Despite sound cooperation with the seller, taking out the hospital from the individual complex integrated structures of its ecclesiastical owners was extremely challenging. However, foundations of a successful turnaround have already been laid through the recruitment of new key medical staff, such as a renowned senior consultant in the foot surgery department. 67 Hospital with a future ANNUAL REPORT OF SANA KLINIKEN AG 2011 From the company Group management report Consolidated financial statements Further information The 2011 financial year – financial overview Further vindication of the change in strategy Organic growth of 3 per cent in acute in-patient care As well as successful integration of new hospitals, organic growth of existing business is an important factor in our ability to achieve our growth targets. Our large hospitals (maximum and specialist care hospitals) and our specialist clinics for cardiovascular diseases played a key role in this performance. This is further vindication of our change of strategy in 2006 / 2007, when we prioritised the acquisition of maximum and specialist care hospitals. For a more detailed analysis, please refer to the statements in the following section on revenue and performance development. Our internal benchmark for the growth of the Sana Group is the compound annual growth rate (CAGR) of revenue (with reference to the base year, 2000). The development of this figure in the past few years is set out below: Further increase in EBITDA despite non-recurring charges One of our key financial control parameters, and an indicator of a company’s operating profitability, is earnings before interest, taxes, depreciation and amortisation (EBITDA). We increased EBITDA to EUR 151.9 million in the 2011 financial year. This corresponds to a 2.8 per cent improvement on the previous year. Negative contribution margins of the acquired hospitals, unscheduled negative impacts of the EHEC crisis as well as reorganisation expenses for individual hospitals, especially in structurally weak regions, caused the EBITDA margin to fall slightly from 10.0 per cent to 9.3 per cent. Increase in EBITDA to EUR 151.9 million Development of EBITDA Compound Annual Growth Rate 20 1,700 19.2 19.2 19 1,500 20 1,629.2 18.4 18.3 19 18.3 18 18 1,300 1,063.5 17 1,100 1,254.0 1,484.9 17.5 17 Revenue in EUR million 16 Compound Annual Growth Rate in % 946.0 16 900 791.2 15 2006 2007 2008 2009 2010 160 12 140 10 120 8 100 80 6 60 4 40 2 20 0 10.8 10.3 9.7 12 10.0 9.6 9.3 85.8 2006 97.5 2007 103.0 2008 119.9 2009 147.8 2010 151.9 10 8 6 4 EBITDA in EUR million 2 EBITDA margin in % 2011 2011 We again met our growth targets with our performance in 2011. A further indicator of the highly positive growth situation is the number of patients that we treated at our facilities. Patients treated Declining profit margins show that cost increases that are not directly reflected in the remuneration system cannot be offset indefinitely. The increase in the allocation pursuant to the German Renewable Energies Act (EEG) of over 70 per cent to 3.52 cents per kWh, which was higher than experts expected, alone resulted in an extra charge of approximately EUR 1.7 billion for the Sana Group. In addition, there is still no compensation in the DRG system for the higher remuneration level of external staff compared with payroll doctors and carers. In the past financial year, our expenses for external staff amounted to EUR 50.7 million (previous year: EUR 46.6 million). Use of external medical staff is currently unavoidable, especially in smaller facilities in structurally weak regions, and therefore puts extra pressure on margins. 1,500,000 1500000 1,334,000 1100000 1,100,000 1,150,000 900000 900,000 700000 700,000 500000 Despite intensive reorganisation measures, the care facilities continued to generate negative contribution margins. In the past financial year, a loss of EUR 0.7 million (previous year: EUR – 2.3 million) was generated from revenue of just EUR 46.8 million. This fact highlights that in our core areas, we are generating even higher profitability in our core businesses than the overall consolidated net income figure suggests. 1,470,000 1,300,000 1300000 975,000 Number of patients treated 880,000 2007 2008 2009 2010 2011 Higher profitability in our core businesses Internal financial strength increased further It is particularly pleasing that cash flow from operations was increased to EUR 131.9 million (previous year: EUR 113.6 million). The increased internal financial strength was one reason why EUR 129.0 million was invested in future-oriented construction measures and innovative medical technology, with over 60 per cent coming from the company’s own funds. The increases attained in in-patient care (8.4 per cent) as well as out-patient care (10.8 per cent) illustrate the interlinking of both sectors within the range of services of our hospitals. In addition, local cooperations as well as our 18 medical care centres (MCC), which we operate ourselves and are geared towards individual and regional requirements, supplement our cross-sector collaboration. 68 69 Hospital with a future ANNUAL REPORT OF SANA KLINIKEN AG 2011 From the company Group management report Consolidated financial statements Further information Earnings, asset and financial situation Earnings, asset and financial situation The tables below show the development of the fully in-patient DRG cases (settlement in line with the “diagnosis-related group” flat-rate payment system) and of the equivalent case-mix items (cost weight) in the year under review compared with the previous year. It can be seen that the DRG cases increased by 0.6 per cent and the service items in the existing business increased by 1.5 per cent. Consolidated income statement – key data Case-mix items, fully in-patient DRG cases, fully in-patient Revenue and performance development 420,000 Increase in revenue characterised by external growth The development of revenue in the Group is set out below: 390,000 Change in EUR million 2011 2010 absolute in % 1,378.6 1,249.8 128.8 10 Retirement home and care services 49.4 48.0 1.4 3 Optional services 28.6 27.5 1.1 4 Hospital services Out-patient clinic 44.5 38.7 5.8 15 Royalties 31.0 28.3 2.7 10 Procurement and logistics services 48.4 46.9 1.5 3 MCC 25.8 25.3 0.5 2 Others 22.9 20.4 2.5 12 1,629.2 1,484.9 144.3 10 Consolidated net revenue The substantial revenue growth in revenues from hospital services is attributable to the first-time consolidation of the hospitals of the Dahme-Spreewald district and the full-year inclusion of the Krankenhaus Rummelsberg. Increased use of highperformance medicine Of the EUR 128.8 million revenue upturn in the in-patient area, EUR 95.0 million is attributable to the first-time new and full inclusion of the facilities purchased at the end of the previous year and EUR 33.8 million to the existing hospitals. This equates to organic growth of approximately 3 per cent. This organic growth masks inconsistent performance development at the hospitals. In particular, some of our smaller hospitals in rural regions posted a slight decrease. In contrast, our specialist care hospitals performed very well. This also reflects the increased use of high-performance medicine by patients. To enable better management of the services of our facilities, we have structured them into different clusters. We now distinguish between the specialist hospitals for cardiovascular diseases (H) and those specialising in orthopaedic care (O). In addition, we have set up clusters for maximum and specialist care hospitals (G) and basic and standard-care providers of different sizes (M and K). The revenue share of the various clusters is set out below: 360,000 330,000 ) 2% ) 5 ,90 31 337,036 2,794 334,242 2,113 5% (9. ,80 34 380,094 3,781 368,941 9. 4( 5,525 (1.5 414,898 33,060 %) 32,586 ) (0.6 % 336,355 2010 376,313 381,838 2010 2011 Existing business Acquisitions 2011 Change The number of patients treated as out-patients rose by 4.3 per cent in existing business and, in conjunction with the patients of the facilities included for the first time, the number increased to 1.07 million. This illustrates the trend whereby patients are increasingly receiving out-patient treatment. Other operating income Income from auxiliary and supporting operations of EUR 29.3 million (previous year: EUR 24.3 million) is continuous and recurring income. At EUR 19.0 million (previous year: EUR 16.2 million), income from our pharmacies accounts for most of this. Income from remuneration and reimbursement also increased to EUR 31.7 million (previous year: EUR 27.0 million). Staff costs Staff costs developed as follows: Staff costs Staff costs ratio 2011 2010 in EUR million 973.9 892.7 in % 59.8 60.1 Share of revenue attributable to the different clusters A breakdown of the increase in staff costs is set out below: 51 % Cluster G: Maximum and specialist care hospitals 12 % Cluster M: Basic and standard care suppliers (medium-sized hospitals) 9 % Cluster K: Basic and standard care suppliers (smaller hospitals) in EUR million Effect of first-time consolidation of hospitals in the financial year 65.4 Existing business at Sana 15.8 9 % Cluster H: Specialist clinics for cardiovascular diseases 11 % Cluster O: Specialist orthopaedic clinics 8 % Other 70 71 Hospital with a future ANNUAL REPORT OF SANA KLINIKEN AG 2011 From the company Group management report Consolidated financial statements Further information Earnings, asset and financial situation Staff costs ratio has fallen below 60 per cent Slight decrease in the staff costs ratio The staff costs ratio fell back to just below the 60 per cent mark in the past financial year. The staff costs ratio of the facilities that were fully integrated in the Group for the first time in the financial year currently stands at approximately 62 per cent. The staff costs ratio of the existing facilities is 59.5 per cent. Amortisation and depreciation in EUR million Amortisation of intangible assets Depreciation of property, plant and equipment Regarding staff costs, the increases for medical and nursing services compared with other types of service must be emphasised here. This corresponds to the performance development at our facilities. Of which unscheduled amortisation and depreciation 2011 2010 4.3 3.8 55.9 58.6 60.2 62.4 0.0 6.7 As described, expenses for external employees increased. This primarily relates to medical services, which are also an expression of new ways of working. Many of our facilities in structurally weak regions are very heavily reliant on these. An appropriate allocation of these expenses of EUR 50.7 million (previous year: EUR 46.6 million) to staff costs would result in an adjusted staff cost ratio of 62.9 per cent. Increase in scheduled amortisation and depreciation due to growth If the unscheduled amortisation and depreciation carried out in the previous year is factored out, an increase in scheduled amortisation and depreciation of EUR 4.5 million is obtained, EUR 3.7 million of which is attributable to the first-time inclusion of the acquired facilities. Cost of materials in EUR million Cost of materials Of which expenses for raw materials and consumables Of which purchased services 2011 2010 439.4 399.3 309.1 281.1 130.3 118.2 Slight increase in cost of materials ratio due to acquisitions Overall, the cost of materials ratio is 27.0 per cent (previous year: 26.9 per cent). In addition to increased costs in the form of fees for external staff, higher expenses for raw materials and consumables also had an impact, in particular increased energy costs. At 19.0 per cent, the raw materials and consumables ratio is almost at the same level as the previous year (18.9 per cent). In line with the alternative allocation of costs for external employees to staff costs described above, an adjusted cost of materials ratio of 23.9 per cent (previous year. 23.8 per cent) would be obtained. Adjusted cost of materials ratio is 25.7 per cent One special feature of the Sana Group’s business model is logistics services. The cost of materials ratio adjusted for logistics expenses is 25.7 per cent (previous year: 25.5 per cent). Financial result in EUR million 2011 2010 Interest income 3.9 2.9 Interest expenses 31.6 28.9 – 27.7 – 26.0 Successful interest management The increase in interest expenses results from the following effect: for the promissory note loan issued in April 2010, the interest payments for twelve months are included for the first time in the 2011 reporting year. As a result of successful interest optimisation using interest hedges, the effective interest rate on liabilities to banks has been reduced to 4.56 per cent (previous year: 4.79 per cent). Taxes in EUR million 2011 2010 Current taxes 14.9 17.0 Deferred taxes – 3.8 – 5.2 11.1 11.8 A breakdown of the increase in the cost of materials is set out below: in EUR million Effect of first-time consolidation of hospitals in the financial year Share of the logistics segment Existing business at Sana 28.5 0.7 10.9 Despite the expansion of our services in terms of severity, particularly at the material-intensive specialist hospitals (orthopaedics and cardiovascular diseases), the cost development of the hospitals that have been part of the Group for longer has been reduced in proportion to the revenue growth. The substantial increase in the cost of materials in the 2011 financial year stems from the new hospitals and illustrates the potential for further improvements next year. In the 2011 financial year, current tax payments fell year-on-year, as tax loss carryforwards were increasingly deducted. Consequently, the tax rate has been reduced from 20 per cent to 17 per cent. Tax rate reduced to 17 per cent Margin development Newly acquired hospitals initially have a negative impact on the operating margin in the Group As a result of the fast inorganic growth of recent years, several acquired hospitals are still in the process of redevelopment and diluting Group margins due to their below-average profitability. EBITDA was increased by 2.8 per cent to EUR 151.9 million in the reporting period (previous year: EUR 147.8 million). With regard to the EBITDA margin of 9.3 per cent (previous year: 10.0 per cent), the significant exceptional charges arising from the EHEC crisis in northern Germany and the reorganisation costs of the acquired facilities had a major impact. Other operating expenses Other operating expenses increased to a greater extent than revenue in the reporting period, even though key items such as administration costs at EUR 28.4 million (previous year: EUR 28.9 million) and maintenance expenses at EUR 28.2 million (previous: EUR 29.0 million) decreased. This was mainly due to write-downs on receivables of EUR 9.9 million (previous year: EUR 8.2 million). 72 73 ANNUAL REPORT OF SANA KLINIKEN AG 2011 Hospital with a future From the company Group management report Consolidated financial statements Further information Earnings, asset and financial situation Against this background, it is important to distinguish between the dilution effects resulting from the purchase of lossmaking hospitals and the potential of the facilities that have been part of the Sana Group for some time. Despite considerable reorganisation success at the hospitals in Rummelsberg and the Dahme-Spreewald district that were fully included in the consolidated financial statements for the first time in 2011, the profit margins of both hospitals initially have a negative impact on the Group margin. Excluding the two acquisitions, the Group EBITDA margin would have been 0.4 percentage points higher at 9.7 per cent. The rigorous continuation of our integration operations at the newly acquired hospitals will help to ensure sustained earnings development within the Group. One example of this is the significant improvement in the EBITDA figures of the facilities opened in 2009 in Hameln and Hoyerswerda. As early as the second year after acquisition, the EBITDA margin of the two facilities rose significantly compared with the previous year by a further 3.0 percentage points to 9.7 per cent, thus coming close to the adjusted Group average very quickly. Furthermore, the Group’s operating margin is negatively impacted by the below-average earnings contribution of the retirement and care facilities. Although the pro rata EBITDA margin of these facilities improved from 3.8 per cent in the previous year to 5.9 per cent in 2011, it continues to lag far behind our core areas. EBIT margin is 5.6 per cent Throughout the Group, earnings before interest and taxes (EBIT) were up 7.4 per cent to EUR 91.7 million. The EBIT is 5.6 per cent, compared with 5.8 per cent in the previous year. Despite the above-average growth and associated dilution effects, the earnings margin remained at the same level as the previous year at 3.2 per cent. Financial position in EUR million Conservative financing structure The Sana Group continues to pursue very conservative targets in the context of its financing strategy. Ensuring liquidity and maximum planning security in terms of refinancing costs are the key focal points here. A sound investment policy not solely geared toward returns and a long-term financing structure are core elements of this strategy. One central task of the Treasury department is liquidity controlling, which ensures sufficient liquidity to meet ongoing commitments and provides the necessary financial means to finance growth. In addition, in the context of the promissory note loan issues, Sana Kliniken AG has undertaken to adhere to specific debt service cover ratios. This commitment and several targets ensure that growth is financed on a sustainable basis and specific ratios between equity and borrowing are adhered to. For the existing financing from the promissory note loans, standard covenants are in place, geared towards the ratio of EBITDA to net debt. On the basis of current planning, the Executive Board assumes that these will also be adhered to in the subsequent period. Strengthening of equity reinforces our financing basis for future growth In the 2011 financial year, our shareholders approved a EUR 160.0 million equity increase. EUR 80 million of this was paid in in 2011. With this capital measure, we strengthened our capital structure and equipped our company for further growth. Double-digit increase in cash flow from operations Cash flow from operations (net cash flow from operating activities before taxes) was up 16 per cent year-on-year from EUR 113.6 million to EUR 131.9 million. Successful measures to improve working capital management have led to a lower increase in net current assets, partly as a result of optimised receivables management. On the other hand, cash reorganisation expenses for the companies acquired in recent years had a negative impact on cash flow from operations. 2011 2010 131.9 113.6 – 8.5 – 7.7 Net cash flow from operating activities 123.4 105.9 Debt Purchase of noncurrent assets – 77.7 – 73.2 Payments for business combinations less cash acquired – 26.8 – 55.3 Leverage ratio reduced Net debt was reduced by EUR 64.3 million in the past financial year. This largely results from cash receipts from the equity increase. 4.9 – 12.9 Net cash flow from investing activities – 99.6 – 141.4 Proceeds from shareholder contributions 79.3 0.2 0.0 214.0 Cash flow from operations Income tax paid Other cash flow from investing activities Cash receipts from new loans Loan repayments – 35.1 – 120.7 Interest paid – 28.6 – 24.0 Dividends paid – 15.2 – 10.3 Other cash flow from financing activities – 4.4 – 4.2 Net cash flow from financing activities – 4.0 55.0 Net increase of funds 19.8 19.5 Funds at 1 January 179.7 160.2 Funds at 31 December 199.5 179.7 Growth financed on a sustainable basis Cash flow from operations increased by 16 per cent to EUR 131.9 million Capital expenditure of EUR 77.7 million, dividends of EUR 15.2 million and borrowing costs of EUR 28.6 million were financed from cash flow from operations. On the basis of commitments to promissory note holders, known as covenants, we adhered to the debt ratio “interestbearing net debt / EBITDA” with a limit value of 3:1. At 31 December 2011, net debt stood at EUR 237.0 million. The resultant leverage ratio of 1.56 in relation to EBITDA is well below the agreed limit. Much-improved cash flow control parameters The development of the cash flow ratios “FFO / total debt” and “FCF / total debt” is set out below: in % 2011 2010 Defined target range FFO / total debt 43.9 32.4 15 – 30 FCF / total debt 6.3 5.8 5 – 10 The low debt level has a positive impact on these two key ratios, and consequently the “FFO / total debt” ratio is well below our target range. “FCF / total debt” is certainly within the target range, although this year much of the cash flow was again invested in maintaining the value of our company’s infrastructure and making it fit for the future. 74 75 Hospital with a future ANNUAL REPORT OF SANA KLINIKEN AG 2011 From the company Group management report Consolidated financial statements Further information Earnings, asset and financial situation Net asset situation Capital expenditure Balance sheet structure 31.12.2011 in EUR million 31.12.2010 in % in EUR million in % Assets Non-current assets Current assets 1,059.0 66.9 1,040.1 524.7 33.1 500.9 67.5 32.5 1,583.7 100.0 1,541.0 100.0 530.4 33.5 413.2 26.9 59.1 3.7 60.0 3.9 614.1 38.8 656.7 42.6 Liabilities Shareholders' equity Shareholder loans Non-current liabilities Current liabilities 380.1 24.0 411.1 26.8 1,583.7 100.0 1,541.0 100.0 In the context of the acquisitions of the past few years, ongoing investment commitments have been entered into with a view to structuring and positioning the facilities to make them fit for the future. The Sana standards in terms of the medical and building services infrastructure are thus being gradually implemented through the integration of these new companies in the Group. EUR 129.0 million was invested throughout the Group in the 2011 financial year, compared with EUR 119.0 million in the previous year. EUR 77.7 million of capital expenditure was financed from own funds. At over 70 per cent, the bulk of investing activities were focused on developing the clinical locations of the maximum and specialist care hospitals, for example EUR 26.3 million for the newly built hospital in Dusseldorf. Other major single investments include measures in Berlin (EUR 5.7 million), the Dahme-Spreewald district and Hof (EUR 5.0 million each) and Lübeck (EUR 4.9 million). Investment of EUR 129.0 million As a result of the high proportion of individual subsidies for the construction project in Berlin-Lichtenberg received in the 2011 financial year, the Group has a subsidies ratio of 40 per cent related to the financial year. In future, increasingly high proportions of capital expenditure will have to be financed from own funds due to further declines in subsidy ratios. At 31 December 2011, the proportion of subsidy-financed fixed assets was just 30 per cent. Non-financial performance indicators Equity strengthened and debt reduced Due to the adjustment of the opening IFRS statement of financial position of Krankenhaus Rummelsberg gGmbH, the corresponding figures for the previous year differ from the figures published in the 2010 annual financial statements (cf. Note – 3. Business Combinations). Total assets only increased slightly in the comparison of the two years, as Kliniken Dahme-Spreewald GmbH was already included in the consolidated balance sheet at the end of the previous year. The biggest change stems from the equity injection of EUR 80.0 million, which enabled us to pay off long-term loans on an unscheduled basis in addition to the normal loan repayments. At 33.5 per cent, the equity ratio is still above the 2009 figure. Matching maturities of non-current and current assets is in line with our sound finance and accounting policy. Non-current assets particularly included a EUR 23.6 million increase in property, plant and equipment and intangible assets. This resulted from the investment measures undertaken for the ongoing development of our clinical locations, such as the newly built hospital in Dusseldorf. Adjusted equity ratio of 34.7 per cent Receivables of EUR 69.6 million and liabilities of EUR 56.5 million from granting subsidies are reported under assets and liabilities respectively. These are to be regarded as transitory items and, from a business viewpoint, must be eliminated when calculating the equity ratio. Against this background, an adjusted equity ratio of 34.7 per cent is obtained. Net gearing, the ratio of interest-bearing net debt to equity, improved from 72.9 per cent to 44.7 per cent in the 2011 financial year. This development resulted from payment of the first tranche of the equity increase of EUR 80.0 million. RoCE stood at 9.9 per cent in the past financial year (previous year: 10.3 per cent), 1.7 x our cost of capital. We thus exceeded our internal target of generating 1.5 times our cost of capital once again. 76 In addition to the financial control parameters with which we measure company’s performance, other aspects crucial to the future development of the Sana Group are particularly important. Research and innovation management We set new standards in patient care at our facilities. To achieve this, we create an environment for active participation in research and innovation for our employees. We rigorously promote scientific involvement at our non-university facilities. This is also reflected in the Sana science promotion programme, which supported dissertations, postdoctoral theses and numerous scientific publications once again in 2011. Additional information from page 32 Sana rewards doctors for outstanding research projects For the third time, Sana Kliniken AG has rewarded outstanding work in the fields of clinical research, care, nursing and basic research. A central element of the programme, the Sana Science Prize was this year awarded to two outstanding doctors and their teams: Herzzentrum Dresden / University Hospital at the Technical University of Dresden and the Sana Kliniken Sommerfeld. Prize-winners Prof. Ruth Strasser and Dr Alexander Beier received the award for their forward-looking research projects in the fields of cardiology and endoprosthetics. To complement its science promotion, Sana Kliniken AG pursues sustainable innovation management. The aim is to identify “real” medical innovations that demonstrably improve patient care as early as possible and to implement them in clinical practice in a structured, responsible way. With our commitment to quality and operating efficiency, we create the essential conditions for sustainable enterprise value. In addition to introducing state-of-the-art diagnostic and therapeutic technologies, this also includes enhancing network structures and centres of competence (connected by telemedicine) for highly specialised services as well as providing internal training programmes. At the Sana Klinikum Lichtenberg, a patient’s gall bladder was removed by means of a new minimally invasive pro cedure with three-dimensional viewing for the first time. The instruments, just 3 mm thick and fitted with a camera, provide a view of the entire operating field as in open surgery. Every detail can be seen clearly, right down to the smallest blood vessels. Quality of operation outcome is improved significantly, thus reducing the possibility of complications, e.g. bleeding. In addition to the possible reduction of operating times and the lower probability of complications, the healing process can be accelerated in many cases with this new procedure. 77 ANNUAL REPORT OF SANA KLINIKEN AG 2011 Hospital with a future From the company Group management report Consolidated financial statements Further information Earnings, asset and financial situation Supplementary report At the Sana-Herzzentrum Cottbus, the range of minimally invasive surgery has been extended to such an extent that it is now boosting patient numbers beyond the state of Brandenburg. With the fast introduction of state-of-the-art reconstruction aids (adjustable annuloplasty rings) into the minimally invasive valve surgery range, the Sana cardiac centre in Cottbus is one of the first five hospitals in the world to embrace this innovative concept. Sana strategy teams for implementing innovations in hospital operation At the Sana Group, conceptual preparation of innovative care structures is carried out by the Sana strategy teams. In these interdisciplinary working groups, experts from Sana facilities analyse and assess clinically significant innovations for various fields with the aim of formulating specific action recommendations for introducing innovations throughout the company. One example is cardiovascular medicine. For instance, in the 2011 financial year, new interventional procedures in the treatment of valvular heart diseases and cardiac arrhythmia and new integrative approaches to the treatment of severe heart failure were particularly identified as key innovation areas. Furthermore, the relevance of the innovation spectrum is ensured through continuous monitoring and regular evaluation of specialist scientific developments in cardiovascular medicine. Sana invested approximately 0.9 per cent of revenue from in-patient care in research and research-related projects in the 2011 financial year. In addition, we again invested heavily in innovative diagnostic and therapeutic technologies. Quality and transparency of medical services Sana quality offensive stepped up In the context of the quality offensive that we launched in 2010, Sana Kliniken is one of the initiators of the hospital portal “Qualitätskliniken.de”. This portal, now one of the biggest of its kind in Germany, contains the results of all hospitals of Sana Kliniken AG in the various quality dimensions, thus enabling transparent quality competition. As well as the quality dimensions of medical outcome quality and patient and referring physician satisfaction, patient safety is also a high priority. Numerous improvements of risk-seeking patient-related processes are based on this. To achieve lasting improvements in the dimension of quality of medical outcomes, concepts for peer reviews have been developed and implemented as pilot projects in the medical and nursing areas. A new quality information system will support clinical quality and risk management with the further increase in quality of medical outcomes. Professional purchasing One important factor in reducing or containing costs at companies is the systematic, well-structured procurement of equipment. Close collaboration between a central professional strategic purchasing department based within the holding company and the decentralised operational purchasing departments enables us to get the best possible price through bundling, standardisation and price comparisons. Above and beyond bundling of the requirements of the facilities that we run, the Sana Group is able to generate substantial purchasing advantages through procurement services for third parties. These benefit us and our customers. The products negotiated by the strategic purchasing department also include services such as laundry. Substantial purchasing advantages through bundling In the course of capital goods procurement, all costs incurred are analysed and taken into account, including downstream operating costs. The Sana purchasing department cooperates closely with Sana service providers TGmed (facility management), property management and the Sana Medical Service Centre here. Overall statement by the Executive Board on the economic situation 2011 was a successful financial year for the Sana Group. Sana ended the financial year with double-digit increases in revenue and earnings for the fourth time in a row. This is an impressive achievement, as unscheduled negative impacts were encountered in the 2011 financial year. Growth rates for revenue and income remained above the sector average, reflecting the strengths and soundness of our business model. One positive factor here is the fact that integration of the newly acquired hospitals is progressing more quickly than originally planned. In this respect, it is very pleasing that the Regio Kliniken purchased at the start of 2010 have broken even after just two years. Financial and capital resources have been boosted further through the biggest capital increase in the history of Sana Kliniken AG totalling EUR 160.0 million. On the basis of high cash flow and our optimised capital structure, we significantly improved all relevant debt ratios. Biggest capital increase in the history of Sana Employees Additional information from page 46 Sana supports its employees and shares the proceeds of its success with them Employees are the key factor in the provision of modern medical care for patients in hospitals. This is also reflected by the staff cost ratio of just under 60 per cent. A stable dividend of up to 8 per cent in relation to paid-in equity and servicing profit participation certificates at the same level are not only ensured for the past financial year, but are also likely for the 2012 financial year. We will share some of the proceeds of the sound earnings for 2011 with our shareholders with an appropriate distribution. Training of young people is a top priority at Sana. For all employees, tailored training programmes are available on a centralised and decentralised basis for and across the various career groups. The innovative new occupational profiles are already being successfully deployed at our hospitals. In this way, we are not only fostering employee development, but also ensuring that vacancies are filled by appropriately qualified staff. Supplementary report An attractive working environment encompasses many aspects. For instance, the facilities must be run in such a way that they make family life easier for employees. All facilities of the Sana Group either went through the Hertie Foundation’s “work and family audit” in 2011 or will do so in 2012, and are being adapted to the new requirements by means of this structured process. With our Group collective agreement, we are creating transparency and can ensure fair remuneration. Employees share in the company’s success on the basis of the bonus arrangement included in this agreement. After the end of the reporting period, we received acceptance of bids to purchase further hospitals. On 11 January 2012, the district council in Cham, Bavaria, approved the purchase of 74.9 per cent of the shares of Kliniken des Landkreises Cham gGmbH by Sana Kliniken AG. The district council retains a 25.1 per cent stake. In addition, on 19 January 2012, the local council of the Hanseatic town of Wismar unanimously voted in favour of a participation by Sana in Hanseklinikum Wismar. The 94.0 per cent stake in Hanseklinikum Wismar GmbH previously held by Damp Kliniken AG can thus be purchased. The remaining 6.0 per cent of the shares in the 500-bed specialist care hospital remains in the hands of the Hanseatic town of Wismar. Dr Markus Müschenich resigned from the Executive Board of Sana Kliniken AG with effect from 31 January 2012. The areas for which Dr Müschenich was previously responsible will be taken on by the other Executive Board members. 78 79 ANNUAL REPORT OF SANA KLINIKEN AG 2011 Hospital with a future From the company Group management report Consolidated financial statements Further information Opportunity and risk report Opportunity and risk report Rigorous monitoring of opportunities and potential risks Corporate management always means adopting a balanced approach to opportunities and risks. The Sana Group attempts to attain corporate targets, identify opportunities relating to improving its competitive position at an early stage, assess them and utilise them responsibly. Entrepreneurial action also requires a willingness to assume the associated risks. As a counterpart to the opportunities, potential risks are identified at an early stage, analysed and managed in a structured way at the Sana Group. RISK MANAGEMENT – POLICY, ORGANISATION AND PROCESS Long-term safeguarding of quality, operating efficiency and investment capability Holistic risk management system to safeguard the company A holistic risk management system that is applied by all Group companies and thus forms the main basis for long-term corporate success is established in the Sana Group. Throughout the Group, Sana has formulated and implemented binding risk policy principles from its values and strategy. The ultimate premise of these principles is that no action or decision may involve a risk that threatens the company’s existence. To enable us to rule out developments that could endanger the Group’s existence, we counter risks in a targeted manner with suitable control measures. Here we also essentially support the long-term safeguarding of quality, operating efficiency and investment capability. The foundation of rigorous risk controlling is a deeply engrained awareness of risk. Given the constantly changing conditions in the healthcare industry, this awareness of risk is continuously intensified at Sana Kliniken AG. • Assessment / aggregation Systematic summarising and evaluation of identified risks At the level of the respective individual company, all identified risks are regularly quantified with regard to the parameters of impact on earnings and probability. This is followed by a two-stage aggregation process in which identified risks are summarised and assessed, first at the level of the regions and then at Group level. In the aggregation process, correlations between the individual matters impacting risk are given due consideration if required. • Control Instrument mix to minimise risk To control as many risks as possible, suitable measures are taken in the form of an instrument mix, taking materiality into account. These include measures for risk prevention, risk transfer and risk reduction as well as acceptance of a limited residual risk. Path to minimise risk Prevent Pass on Reduce Acceptance The Group risk management guideline defines and sets the requirements for risk detection, analysis and control throughout the Group. This guideline was approved by the Executive Board. It is reviewed each year and amended as required. A risk management organisation with a structure that ensures dialogue-oriented interpersonal cooperation between all those involved in risk management is established in the Sana Group. An administrative department that reports directly to the Chief Executive Officer of Sana Kliniken AG is responsible for central coordination, enhancement and monitoring of the risk management process. It also determines and describes the overall risk situation of the Group. The operational risk managers and the management of the associated companies are directly responsible for early identification and analysis of potential risks and for instigating suitable control measures. Furthermore, the risk situation of the Sana Group and the individual Group companies is discussed by a control, management and monitoring body, the Risk Management committee. The cycle of the risk management process consists of the following steps: risk identification, risk assessment, risk control and risk reporting. •Identification Bottom-up process for identifying potential risks Risk identification is based on a bottom-up process in which specific instruments are used depending on the individual risk situation. Analytical methods and heuristic techniques are applied here on the basis of internal and external information sources as well as macroeconomic scenarios. Another central element in the identification of potential risks is the central risk atlas, maintained within the risk management software, which sets out all known material risks within the Group in detail. 80 Overall risk Residual risk In accordance with the bottom-up process of risk identification, the individual companies are responsible for prompt implementation of these measures. If correlating risks exist within the Group, the necessary control measures are stipulated and coordinated centrally. • Reporting Transparent and regular risk reporting for all decision-makers The Sana Group has implemented quarterly risk reporting. This ensures that all decision-makers are informed of risk matters promptly and in full. By means of multistage reporting geared towards defined risk thresholds, it is also ensured that all risks are mapped in accordance with responsibilities and to the necessary extent. Quarterly reports regarding risks that are material to the Group are prepared for the Supervisory Board and the Executive Board. Risk reporting is regularly discussed by the Audit Committee. If risks arise suddenly and unexpectedly, the scheduled quarterly risk reports are supplemented by separate ad-hoc reports. Quarterly reporting to the Supervisory Board Strategic risk management is supported by the central action area officers, who assess the risk and success factors for their assigned risk area each year on a Group-wide basis. At the same time, the effectiveness of control measures is also comprehensively monitored in this process. Regular audit of the risk management system The risk management system (RMS) is of crucial importance to all major decisions in the Sana Group. For this reason, the appropriateness, viability and efficiency of the implemented risk management processes as well as adherence to the regulations defined in the Group risk management guideline are regularly audited by the internal audit department and commissioned independent third parties. In the context of the process audit, the auditor assesses the risk early detection system integrated in the risk management system with regard to its fundamental suitability to identify developments that could jeopardise the continued existence of the company at an early stage. 81 ANNUAL REPORT OF SANA KLINIKEN AG 2011 Hospital with a future From the company Group management report Consolidated financial statements Further information Opportunity and risk report The installed risk management system ensures that material entrepreneurial risks are identified at an early stage and that the Group is thus able to counter potential risks actively and effectively. The implemented system therefore fulfils the statutory requirements for a risk early detection system. Description of the internal control system (ICS) Close interaction between the internal control system and risk management Clear, comprehensible stipulations for day-to-day operations The internal control system to be applied at all levels of the Sana Group interacts closely with the risk management system. Process-integrated and non-process-dependent controls are used to monitor and reduce risks in the areas of compliance and financial reporting as well as in the operational and strategic areas of the Sana Group. Reduction of risks to business operations and attainment of corporate targets are carried out on the basis of central stipulations. The methodological framework and key premises of the ICS in the Sana Group are set out in a Group guideline and published in a binding manner. Firm and comprehensible stipulations for day-to-day operations are created through the definition of minimum requirements for the control system with regard to key risk-laden processes. A minimum control level is thus stipulated, and adherence to it throughout the Group can be tracked centrally. The Sana Group has identified the definition of tasks, responsibilities and competences and the determination of secure workflows and IT controls as key control measures. Taking into account appropriate organisational means, the organisational and process structure ensures that decisions by the management are complied with, principles of regularity are adhered to and opportunities to bypass controls are minimised. Risk areas of the Sana Groups Risks that may have a material impact on the asset, financial and earnings situation of the Sana Group are assigned to the risk areas listed below: • • • • • Market and strategy Financial management Staff Infrastructure Performance management Market and Strategy Standardisation, specialisation and focus on core business The Sana Group pursues a strategy of profitable, sustainable growth combined with top quality standards for our medical patient care and nursing and with regard to our care-related services. Strategy development and implementation are carried out with particular consideration of associated risk sources. Potential hazards can arise here particularly in relation to acquisition and integration processes and from changing conditions in the healthcare sector. These risks are recorded through ongoing preparation and evaluation of relevant factors and information. The in-house specialist departments and qualified experts are used to assess and determine suitable control measures. This ensures that all major decisions are taken on the basis of extensive legal, tax and commercial advice. The growing decline in prices for in-patient medical services is reflected by pressure to increase efficiency of clinical processes and treatment quality. Sana is facing up to this challenge with efficient process management and highquality DRG revenue management. 82 We attain optimum structuring of potential and the service volume by rigorously aligning our range of services to our core business. In doing so, Sana applies standardisation and specialisation, thus enabling efficient deployment of human resources and modern cost management. The Sana Group companies thus attain differentiation from competitors in the health market who have less optimum cost structures, and this differentiation generates significant competitive advantages. By means of our long-term planning of construction and maintenance measures, uneconomic investments and inappropriate capital commitment are avoided. Sound project management geared towards avoidance of contentrelated, time-related and financial project risks is a key factor in successful completion of our projects. Financial Management Conservative financing strategy In the context of its financing strategy, the Sana Group continues to pursue highly conservative targets. The focus here is on ensuring liquidity and maximum planning security in terms of refinancing costs. This is particularly reflected in our conservative investment policy not solely geared towards returns, and a long-term financing structure. In connection with the promissory note loan issues, Sana Kliniken AG has made a commitment to the capital markets to adhere to specific debt service cover ratios. Consequently, standard covenants relating to the ratio of EBITDA to net debt are in place for financing the promissory note loans. On the basis of current planning, the Executive Board assumes that the covenants will continue to be adhered to in the 2012 financial year. Credit risk In view of the financing system for German healthcare, the health insurance companies are the main business partners of the Sana Group. The health insurance companies cover the majority of receivables from services provided. There is no associated creditworthiness risk. The Sana Group maintains corresponding adjustment accounts for selected long-standing receivables in order to recognise corresponding risks. Financing and liquidity risks Liquidity risks can arise if there is insufficient finance available to meet due liabilities promptly or in full. Furthermore, for the Sana Group, there is a risk of having to accept unfavourable financing terms due to liquidity bottlenecks. At the Sana Group, the liquidity risk is controlled by the Group treasury department. At the end of the reporting period, cash and cash equivalents totalled EUR 199.5 million (previous year: EUR 179.7 million). In addition, the Group can draw on credit lines amounting to EUR 70.0 million. In view of the liquidity available to us and our stable business model, we assess the probability of financing and liquidity risks as very low. Interest rate risks Fixed-interest loans or loans secured by simple interest rate swaps continue to account for more than 90 per cent of financial liabilities of the Sana Group. Consequently, the interest risk was again minimal in the 2011 financial year. The cash and cash equivalents available to the Group in the short term have predominantly been invested in the form of time deposit investments, fixed-interest securities and interest-bearing current accounts with core banks. We generated average interest of 1.56 per cent on the current funds invested in the 2011 financial year. The return attained was again above the average three-month EURIBOR for 2011 of 1.39 per cent. Sana will continue to follow the conservative investment and financing strategies stipulated by the Executive Board, which are set down in the context of Group guidelines. Average interest of 1.56 per cent 83 ANNUAL REPORT OF SANA KLINIKEN AG 2011 Hospital with a future From the company Group management report Consolidated financial statements Further information Opportunity and risk report In accordance with the requirements of IFRS 7 (Financial Instruments: Disclosures) we have analysed the impact of changes to our most important interest rates on net income and equity. Interest rate risks from the fair values of promissory note loans hedged with cash flow hedges were also taken into account here. The changes in fair value of the hedged items and the interest rate hedging instruments had no impact on the income statement in the 2011 financial year. We have also performed an interest rate sensitivity analysis. In our view, the interest rate analysis according to IFRS 7 constitutes a realistic assessment of our current interest rate risk. The operations of the Sana Group are solely focused on Germany. Consequently, there are no currency risks. Like other market players, the Sana Group is confronted by increasingly stringent refinancing terms for future financing on the capital markets. This environment will tend to lead to higher financing costs. However, as a result of fluctuations in the market interest rate level and the risk spreads, we assume that we will be able to compensate for significant effects. Price risks Prices for our services are largely determined by the development of state basic case values. Setting of these basic case values is the responsibility of the relevant state associations and is heavily subject to the regulatory environment. We refer here to the statements in the “Sector-specific situation” section. The basic case values on which our plans are based are selected very conservatively and are predominantly in line with the set prices. Staff Measures to combat shortage of specialist staff Sana Kliniken AG pays special attention to identifying risks relating to employment and social law. Compliance with legal standards is continuously examined and sources of potential infringements of the law are identified at an early stage through ongoing preparation and evaluation of relevant factors and information. Flexible working time and remuneration models Due to the high staffing levels required on the healthcare market, the development of wages and salaries is very important to the Sana Group. Sana counters this risk through flexible working time and remuneration models. In addition, there is the option to introduce hospital-specific collective or company regulations resulting from constructive talks with the unions and management. The lack of qualified specialist staff, the preferences of potential and permanent employees in terms of working environment and demographic trends are reflected by increasingly high requirements in recruiting and keeping qualified employees. Risks here result from the intensifying competition for employees and performance risks arising from unfilled vacancies. The medical industry is particularly affected by this, and also faces the danger that when qualified staff leave, the level of performance and expertise in the company cannot be adequately compensated for by the remaining staff. To support recruitment in the medical sector, Sana has therefore established the senior consultant recruitment centre of competence. Furthermore, ongoing control measures such as further strengthening the employer brand and staff recruitment are being rigorously undertaken. There are also plans to implement specific cover and succession regulations and to enhance and introduce new career groups, e.g. the physician assistant. The 50-plus working group and the planned build-up of internal hospital expertise management are particular priorities. A Sana expertise model that will be continuously enhanced and extended has been introduced as a tool for Group-wide staff development. 84 Infrastructure New requirements as a result of the energy transition The infrastructure required for running healthcare companies and service companies must meet normative requirements and quality standards of efficient service provision. The energy transition presents major new changes in the context of future rulings by the German federal government and the EU Commission. For instance, the 2012 German Energy Saving Ordinance is expected to introduce stricter rules aimed at cutting primary energy consumption. Other challenges stem from necessary reorganisation and maintenance measures in connection with changed utilisation requirements for the Sana infrastructure. The need for investment relates to the building stock and technical equipment as well as medical technology and IT of individual subsidiaries. The need for action and investment is determined in the context of regular checks focused on the viability, safety and economic efficiency of the infrastructure and is a key element of the planning process in the Sana Group. Therefore, safety and an optimum level of quality, service, price and follow-up costs are ensured for all concerned. One measure based on this is the systematic monitoring and evaluation of our structural infrastructure on the basis of a land register. This evaluation is used as a basis for decisionmaking on reorganisation and construction measures. To reduce potential risks of interruptions of operations due to an IT failure or data loss, the Sana Group has set up a system of preventive physical and logical security measures. In this respect, special attention is given to the sensitive clinical systems and data that require an extremely highly level of security. High level of security for clinical systems and data The impact of an interruption of operations is reduced by the existing insurance cover as well as defined security standards that require the provision of emergency plans. Performance Management High standards for quality and economic efficiency In keeping with the political environment, the social value of health is leading to increasing requirements in the healthcare sector. With an experienced management team, Sana is countering these through a conscious awareness of future needs. The Sana Group has implemented a compliance organisation and a code of conduct. Consequently, binding rules and principles for legally correct and responsible action by employees are formulated and must be adhered to. Undesirable developments such as inadequate quality awareness or a lack of process efficiency can put patients at risk and lead to economically inefficient actions. Sana counters these risks through high standards for quality and economic efficiency in structuring clinical and administrative processes and through a rigorous focus on patients’ needs. These challenges are managed in the Sana Group by specialist organisational units that support all Group hospitals centrally with regard to budget developments, service range developments and process optimisations as well as adherence to medical quality standards. Specialist organisational units support Group hospitals Group-wide minimum standards ensure stability and clear continuity of processes. Current media reports clearly illustrate the public’s sensitivity to healthcare issues. The growing range of communication channels is a potential source of danger to the image of Sana Kliniken. Modern media enables people to criticise the quality of the company’s treatment, nursing and other services unchallenged and unchecked. Therefore, the ongoing debate surrounding the issue of “social media” must also be mentioned in the context of risk control. Regular monitoring of social media platforms enables us to respond quickly to information that is potentially harmful to our image. 85 ANNUAL REPORT OF SANA KLINIKEN AG 2011 Hospital with a future From the company Group management report Consolidated financial statements Further information Opportunity and risk report Forecast report OVERALL ASSESSMENT OF THE RISK SITUATION High level of demand for specialist staff set to continue in 2012 The capital agreement of EUR 160.0 million approved in the past financial year and the positive cash flow from operations enable Sana Kliniken AG to continue its sustainable growth strategy. In addition to acquisitions, there will be further targeted investment in a modern infrastructure and state-of-the-art medical equipment, which form the basis for further efficiency-enhancing process and quality improvements for the benefit of patients. We will also meet our commitment to finance the necessary investments from cash flow from operations in 2012. No discernible risk to the company’s existence If one or more of the above risks occur, there may be detrimental effects on the Group’s operations and earnings, asset and financial situation. On the basis of the risk management system implemented in the Sana Group, the Executive Board states that, with regard to the identified individual risks and the aggregated risks, there are currently no existing or discernible risks within the Sana Group that threaten the continued existence or the earnings, asset and financial situation of the Sana Group according to its assessment. The implemented risk management system ensures full control of the risks identified and described. Overall, the range of services of Sana Kliniken AG is geared towards the future and will continue to grow in a profitable manner. We expect EBITDA of up to EUR 160.0 million for 2012. Providing that no facilities requiring reorganisation are to be integrated in the Group, we are targeting a further increase in earnings for 2013. Forecast report Our control activities are geared towards the long term and towards value enhancement. Consequently, we will continue to focus on the parameters relating to capital efficiency and debt as well as cash flow optimisation in future. In turn, we expect to achieve an RoCE figure in the region of our target, 1.5 x the cost of capital. In addition, we will continue to adhere to the debt service cover ratios in the context of our financial strategy targets. Economic and sector-specific challenges Macroeconomic development in Germany is likely to slow down further in 2012 due to the ongoing sovereign debt and financial crisis. The German federal government has continuously reduced its forecast for 2012 in recent months, although it still expects GDP growth of 0.7 per cent at present. Leading German economic research institutes are now much more sceptical, forecasting GDP growth in the region of just 0.4 per cent (ifo Institute) to 0.5 per cent (HWWI). The International Monetary Fund (IMF) even expects growth of just 0.3 per cent in Germany for 2012. However, the common consensus is that there is no likely negative effect on the labour market. The high level of demand for specialist staff is therefore set to continue in 2012. One major sector-specific challenge in 2012 is the fact that the financing volume of the nursing jobs programme agreed for each hospital for 2009 to 2011 is likely to be charged as a national supplementary fee via the DRG remuneration system from 2012. For the hospitals of Sana Kliniken AG, this financing volume amounted to approximately EUR 8.6 million in 2011. As a result of complex subsequent entries in the documentation, the foundations for the fullest possible settlement of the supplementary fees in 2012 were laid at the facilities of Sana Kliniken AG in the past financial year. However, full compensation for the reduction in financing as a result of the removal of the nursing jobs programme with no impact on income is unlikely to be achieved. Further efficiencyenhancing process and quality improvements We still intend to pay our shareholders a dividend in line with market conditions for 2012 and 2013. Reorganisation and optimisation measures as a response to substantial cost increases Due to the expected significant cost increases for energy, water, food and consumables as well as high wage demands from the unions for medical and nursing staff combined with stagnating or falling revenues, pressure on profit margins in the entire hospital industry is expected to grow even further. At some hospitals, far-reaching structural changes will be required in future in order to meet these challenges. In addition, we will continue to optimise the processes and structures of our hospitals in terms of effectiveness and efficiency and utilise the potential synergies within the Group. We firmly believe that this approach creates value for our shareholders, our patients and our employees. Munich, 29 February 2012 Dr M. Philippi T. Lemke J. Stanslowski Our strategy of increasing the independence of the Group from the privatisation tendencies of the publicly operated hospitals has been highly successful for several years. Our willingness to respond flexibly to market requirements has also been a factor in this. One special feature of the Sana Group here is the fact that we offer the public sector a wide range of alternative approaches to hospital privatisation with various participation models. However, we are increasingly noticing that what we deem to be unreasonable prices are currently being charged on the hospital market. We will therefore not pursue a strategy of growth at any price. Significant, profitable growth remains our aim Regardless of the turbulent macroeconomic situation and the sector-specific challenges, we remain optimistic regarding our growth prospects. This is one reason for our ambitious growth targets for 2012 and 2013. Irrespective of various sector-specific challenges, we intend to post strong growth. Due to stagnating or slightly declining prices and the additional negative impacts from the removal of the nursing jobs programme, we expect organic growth of 2 per cent to 4 per cent for 2012. Furthermore, we envisage a growth contribution from newly acquired facilities. Overall, we expect revenue of approximately EUR 1.75 billion for the 2012 financial year with no changes to holdings. 86 87 ANNUAL REPORT OF SANA KLINIKEN AG 2011 Hospital with a future From the company Group management report Consolidated financial statements Further information Consolidated income statement Consolidated statement of comprehensive income Consolidated income statement for financial year 2011 Consolidated Financial Statements in EUR k Note 2011 2010 Revenue 4 1,629,210 1,484,860 Other operating income 4 106,975 100,486 Income from associates 4 1,019 266 1,737,204 1,585,612 Staff costs 973,887 892,709 Cost of materials 439,436 399,254 171,940 145,883 151,941 147,766 Depreciation and impairment 60,210 62,359 Operating profit (EBIT) 91,731 85,407 Total revenue and operating income Other operating expenses 4 EBITDA Financial income 4 3,856 2,873 Financial expenses 4 31,601 28,866 63,986 59,414 11,146 11,754 52,840 47,660 49,892 44,053 2,948 3,607 52,840 47,660 2011 2010 52,840 47,660 – 2,243 1,000 718 – 320 Subtotal components of profit or loss recognised in equity – 1,525 680 Total comprehensive income 51,315 48,340 48,367 44,733 Earnings before taxes Income tax expense CONSOLIDATED NET INCOME FOR THE PERIOD 5 Of the net income for the period, the following amounts are attributable to: Shareholders of the parent company Non-controlling interests 89 Consolidated income statement 89 Consolidated statement of comprehensive income 90 Consolidated statement of financial position Consolidated statement of comprehensive income for financial year 2011 in EUR k 92 Consolidated statement of changes in equity Consolidated Net Income for the Period 93 Consolidated statement of cash flows Components of profit or loss recognised in equity 94 Notes to the consolidated financial statements Thereof effective portion of hedging instruments for hedging cash flow Thereof income taxes attributable thereto Of the total comprehensive income, the following amounts are attributable to: Shareholders of the parent company Non-controlling interests 88 2,948 3,607 51,315 48,340 89 Hospital with a future ANNUAL REPORT OF SANA KLINIKEN AG 2011 From the company Group management report Consolidated financial statements Further information Consolidated statement of financial position Consolidated statement of financial position 1) as at 31 December 2011 ASSETS in EUR k Note 2011 2010 Property, plant and equipment 7 739,603 722,779 Investment property 8 1,129 Intangible assets 9 228,955 229,405* 10 24,589 23,571 Non-current assets Investments accounted for using the equity method Tax assets Deferred tax assets 11 5 1,172 48,598 50,110 813 1,171 4,455 5,243 10,835 1,058,977 Trade and other receivables 12 13 Tax assets Cash and cash equivalents 2010 Subscribed capital 200,000 120,000 Capital reserves 19,173 19,173 215,961 179,972 Other reserves – 8,428 – 6,903 Profit participation certificates 63,559 63,589 490,265 375,831 Retained earnings 15 Non-controlling interests in equity Total equity 40,100 37,380 530,365 413,211 Non-current liabilities Financial liabilities Receivables resulting from the Krankenhausfinanzierungsgesetz (German Hospital Financing Act) Other financial assets 2011 6,668 1,040,119* Current assets Inventories Note Equity attributable to parent shareholders Receivables resulting from the Krankenhausfinanzierungsgesetz (German Hospital Financing Act) Other financial assets LIABILITIES in EUR k 11 14 49,342 45,363 225,435 225,073 20,969 26,330 3,289 4,350 26,152 20,056 199,491 179,739 524,678 500,911 Liabilities to banks 16 415,030 457,158 Other financial liabilities 16 120,428 125,220 Pensions and similar obligations 17 16,489 17,356 Liabilities resulting from the Krankenhausfinanzierungsgesetz (German Hospital Financing Act) 18 11,758 10,553 Negative market values of derivative financial instruments 19 12,394 11,824 Other provisions 20 7,897 12,409 Other liabilities 21 77,690 70,329* 5 11,498 11,855 Deferred tax liabilities 673,184 716,704* 37,680 26,463 Current liabilities Financial liabilities BALANCE SHEET TOTAL 1) 90 1,583,655 1,541,030* Liabilities to banks 16 Other financial liabilities 16 4,894 5,136 Tax liabilities 17,117 15,061 Trade payables 87,710 90,198 44,741 45,987 Liabilities resulting from the Krankenhausfinanzierungsgesetz (German Hospital Financing Act) 18 Other provisions 20 34,652 31,717 Other liabilities 21 153,312 196,553* 380,106 411,115* Total liabilities 1,053,290 1,127,819* BALANCE SHEET TOTAL 1,583,655 1,541,030* Items marked * differ from the annual financial statements because of the restatement of the IFRS opening balance sheet of Krankenhaus Rummelsberg gGmbH, cf. Note – 3 Business combinations. 91 Hospital with a future ANNUAL REPORT OF SANA KLINIKEN AG 2011 From the company Group management report Consolidated financial statements Further information Consolidated statement of changes in equity Consolidated statement of cash flows Consolidated statement of changes in equity Consolidated statement of cash flows for financial year 2011 Equity attributable to parent shareholders Subscribed capital in EUR k Balance as at 31 December 2009/ 1 January 2010 Components of profit or loss recognised in equity Capital reserves Retained earnings Other reserves Profit participation certificates Total Noncontrolling interests Total equity Depreciation and impairment 120,000 0 19,173 159,317 – 7,583 63,403 354,310 33,622 387,932 Profit / loss on the disposal of fixed assets Excess from initial consolidation recognised in profit or loss 0 0 0 0 680 0 680 0 680 0 44,053 0 0 44,053 3,607 47,660 0 0 0 44,053 680 0 44,733 3,607 48,340 Dividend payments 0 0 0 – 9,600 0 0 – 9,600 0 – 9,600 Capital contributions 0 0 0 0 0 186 186 0 186 Share in the profit or loss of associates 63,986 59,414 60,210 62,359 – 540 – 270 0 – 6,215 4 – 1,019 – 266 27,745 25,993 20/17 – 3,443 – 1,681 Net interest expense Change in non-current provisions and provisions for pensions Change in net current assets Increase in receivables and inventories Decrease in liabilities Income taxes paid Net cash flow from operating activities Subsidiaries’ dividend payments 0 0 0 0 0 0 0 – 682 – 682 Other changes 0 0 0 – 13,798 0 0 – 13,798 833 – 12,965 120,000 0 19,173 179,972 – 6,903 63,589 375,831 37,380 413,211 Revenues from the sale of non-current assets – 68,270 – 4,065 – 4,952 0 0 – 1,525 0 – 1,525 0 – 1,525 0 0 0 49,892 0 0 49,892 2,948 52,840 Total comprehensive income for the period 0 0 0 49,892 – 1,525 0 48,367 2,948 51,315 Acquisition of subsidised assets Government grants received 0 79,322 333 79,655 0 0 0 0 0 – 200 – 200 0 – 200 4,273 – 73,666 0 0 2,118 9 0 – 678 – 7,764 105,858 7 Net income for the period 0 – 8,522 123,347 Acquisition of intangible assets Payments for business combinations after deduction of the cash and cash equivalents acquired – 80,000 – 15,138 – 10,574 Acquisition of plant, property and equipment Acquisition of other non-current financial assets 160,000 – 4,024 – 11,046 Investing activities Components of profit or loss recognised direct in equity Acquisition of non-controlling interests Interest received Change in other current financial assets 11 Net cash flow from investing activities – 322 – 1,122 – 26,846 – 55,252 0 – 1,109 2,415 2,968 – 6,096 – 16,835 – 51,223 – 45,824 58,113 44,787 – 99,572 – 141,336 79,322 186 – 200 0 Financing activities Tax effect from payment of interest on profit participation certificates 0 0 0 1,631 0 0 1,631 0 1,631 Allocation to profit participation certificates 0 0 0 – 5,099 0 5,099 0 0 0 Dividend payments 0 0 0 – 9,600 0 – 5,099 – 14,699 0 – 14,699 Subsidiaries’ dividend payments 0 0 0 0 0 0 0 – 548 – 548 Other changes 0 0 0 – 157 0 170 13 – 13 0 Balance as at 31 December 2011 2010 Non-cash: 0 Capital repayment 2011 Adjustments to the reconciliation of earnings before taxes to net cash flow 0 Capital contributions Note Earnings before taxes Total comprehensive income for the period 1) in EUR k Operating activities Net income for the period Balance as at 31 December 2010/ 1 January 2011 1) Unpaid contributions to subscribed capital for financial year 2011 280,000 – 80,000 19,173 215,961 – 8,428 Other net changes from the previous year include negative non-controlling interests from business combinations of EUR 7,824 thousand and the revaluation of the Regio Kliniken option measured at fair value of EUR 4,126. 63,559 490,265 40,100 530,365 Inflow from contributions by shareholders and holders of profit participation certificates (less transaction costs) Repayment of profit participation certificates Repayment of finance lease debt – 4,149 – 4,195 0 214,000 Repayment of loans – 35,135 – 120,713 Interest paid – 28,616 – 24,012 – 14,699 – 9,600 – 548 – 682 Net cash flow from financing activities – 4,025 54,984 Net increase in cash and cash equivalents 19,750 19,506 Inflows from raising loans Dividends paid to parent shareholders and holders of profit participation certificates Dividends paid to shareholders without a controlling interest 6 Cash and cash equivalents as at 1 January 179,739 160,233 Cash and cash equivalents as at 31 December 199,489 179,739 199,491 179,739 Composition of cash and cash equivalents Cash and cash equivalents Current liabilities with financial institutions Cash and cash equivalents as at 31 December 92 –2 0 199,489 179,739 93 ANNUAL REPORT OF SANA KLINIKEN AG 2011 Hospital with a future From the company Group management report Consolidated financial statements Further information Notes to the consolidated financial statements Notes to the consolidated financial statements Subsidiaries are fully consolidated from the date on which the Group obtains control. Inclusion in the consolidated financial statements ends as soon as control by the parent company is lost. for financial year 2011 Changes to the Company’s equity interest in a subsidiary, which do not lead to control being lost or obtained, are recognised as an equity transaction with no impact on profit or loss. 1. Information on the company The financial statements of subsidiaries are prepared using uniform accounting and measurement policies on the same reporting date as the financial statements of the parent company. Sana Kliniken AG (hereinafter “Sana” or “Company”) and its subsidiaries (together “Sana Group”) operate hospital companies specialising in various fields in Germany, in particular, acute care hospitals and rehabilitation clinics as well as retirement homes. Sana is a joint stock company incorporated under German law, whose shares are not traded publicly. The company’s registered office and business address is Oskar-Messter-Strasse 24 in Ismaning, Germany. As the ultimate parent company, Sana essentially functions as an operating holding company for companies in the Sana Group. The consolidated financial statements of Sana Kliniken AG, which encompass the financial year from 1 January to 31 December, were released for transfer to the Supervisory Board on 29 February 2012 by resolution of the Management Board. All intragroup balances, transactions, income, expenses, profits and losses from intragroup transactions, which are included in the carrying amounts of assets, are eliminated completely. Non-controlling interests are shown separately in the consolidated income statement and in the consolidated balance sheet. In the consolidated balance sheet, they are shown separately within equity, separate from the equity attributable to the parent shareholders. Total comprehensive income is also allocated to the parent shareholders and the noncontrolling interests, if this leads to the non-controlling interests showing a negative balance. A list of equity holdings is presented in note 26 of the notes to the consolidated financial statements. Business combinations and goodwill or a gain on a bargain purchase as of 1 January 2010 Business combinations are accounted for using the purchase method. The identifiable assets acquired and debts assumed are measured at fair value on acquisition. 2. Accounting and measurement policies For each business combination all non-controlling interests in the acquired entity are either measured at fair value or at the corresponding share of the identified net assets of the acquired entity. 2.1 Basis of preparation of the financial statements The consolidated financial statements are prepared on the basis of uniform accounting and measurement policies, which were continued consistently. The consolidated financial statements are prepared in euro. Unless stated otherwise, all figures are rounded up to EUR thousands. The nature of expense method was chosen for the presentation of the income statement. Because the Group operates exclusively in Germany, there are no foreign currency transactions. As part of a business combination, the identifiable assets acquired and debts assumed are – if necessary – classified or determined on acquisition, so that other IFRS can be applied subsequently. The classification and determination are based on contractual conditions, economic conditions, operating policy or the accounting methods and other relevant conditions applicable on acquisition. Statement of compliance with IFRS Use has been made of the option permitted under section 315 a (3) of the HGB (German Commercial Code) and the consolidated financial statements of Sana Kliniken AG and its subsidiaries as at 31 December 2011 have been prepared in accordance with the provisions of International Financial Reporting Standards (IFRS) and the interpretations of the International Financial Reporting Committee (IFRIC) issued by the International Accounting Standards Board (IASB) up to 31 December 2011 and applicable in the European Union. The supplementary commercial regulations to be observed under section 315 a (1) of the German Commercial Code (HGB) were also applied. As part of a business combination achieved in stages, the equity interests held will be remeasured at the fair value on acquisition. Any resultant profit or loss will be recognised in the income statement. 2.2 Principles of consolidation The consolidated financial statements comprise the financial statements of Sana Kliniken AG and the subsidiaries it controls as at 31 December of each financial year. Accordingly, control of an entity is the power to govern its financial and operating policies. As a rule, this is accompanied by a share of voting rights of more than 50 per cent. To determine whether an entity has control, account is taken of the existence and effect of potential voting rights, which can be exercised or converted at present. In the Sana Group, there are cases where control exists despite not having the majority of the voting rights because of contractual agreements with the formal majority shareholder to appoint the management and to govern financial and operating policies. 94 Transferred contingent considerations are evaluated at fair value on acquisition. Subsequent changes to the fair value of a contingent consideration after the acquisition date within the measurement period permitted by IFRS 3.45 are recognised in this period as a correction. Subsequent changes to the fair value of a contingent consideration outside the measurement period in the classification as an asset or liability are measured at fair value in accordance with IAS 39 and either recognised in profit or loss or in other income. Contingent considerations, which are not covered by IAS 39, are accounted for in accordance with IAS 37 or other standards used. Contingent considerations classified as equity are not remeasured and are accounted for in equity once they have been fulfilled. Contingent liabilities as part of a business combination are measured at fair value when recognised for the first time. They are subsequently measured in accordance with IFRS 3.23 in conjunction with IFRS 3.56 until the liability is settled, extinguished or expires. 95 ANNUAL REPORT OF SANA KLINIKEN AG 2011 Hospital with a future From the company Group management report Consolidated financial statements Further information Notes to the consolidated financial statements Under IFRS 3.32, goodwill results from a positive balance from the following clauses 1. and 2. or a profit from an acquisition at a price below market value results from a negative balance from the following clauses 1. and 2.: 1.Total of • transferred consideration measured at fair value on acquisition • the amount of all non-controlling interests in the acquired entity measured in accordance with IFRS • if applicable, the fair value of those interests in the acquired entity, which were already held by Sana before the acquisition date. 2. Balance of the amounts of acquired identifiable assets and liabilities measured in accordance with IFRS 3 at the acquisition date. Following first-time recognition, goodwill is measured at cost less accumulated impairment losses. In subsequent periods, it is tested for impairment at least once a year and whenever facts or changes in circumstances indicate that the carrying amount could be impaired. If the net assets acquired exceed the cost (acquisition at a price below market value) on acquisition, there is a reassessment of the correct and complete identification of all assets and liabilities in accordance with IFRS 3.36. The measurement methods used are also reviewed to guarantee that the information taken into account on acquisition was complete. Any difference remaining after the reassessment is immediately released through profit or loss in accordance with IFRS 3.34. Where business combinations are incomplete at the end of the reporting period, provisional amounts must be stated for the items where accounting is incomplete. For business combinations of less than 100 per cent of the shares, where the vendor is granted a right or an option to sell the shares still held at any time, this right /option is accounted for as borrowings. As a result, this right /option constitutes an obligation to acquire own equity instruments and is shown as a financial liability at the present value of the redemption amount in accordance with IAS 32.23. In the event that the Group already has the status of owner, no non-controlling interests will be shown for the interest in question. Conversely, on the premise that the option is exercised at the balance sheet date, it is reclassified into liabilities with no impact on the income statement. The costs associated with business combinations are recognised as expense on an accrual basis. No costs for the issue of debt instruments and equity securities were incurred in the financial year. Business combinations and goodwill before 1 January 2010 Business combinations were accounted for using the purchase method. When recognised for the first time, goodwill was measured at cost, which is calculated as the amount by which the cost of the business combination exceeds the Group’s share in the fair values of the identifiable assets, liabilities and contingent liabilities acquired. Following first-time recognition, goodwill was measured at cost less accumulated impairment losses and was tested for impairment at least once a year or when facts or changes in circumstances indicated that the carrying amount could be impaired. If the acquired net assets exceeded the costs on acquisition, the assets, liabilities and contingent liabilities are reassessed in accordance with IFRS 3.56a (old version). Any remaining difference following the reassessment was released immediately through profit or loss in accordance with IFRS 3.56b (old version). 96 Interest in an associate The interest in an associated company is accounted for using the equity method at cost plus any changes in the Group’s share of the associate’s net assets that occurred after acquisition. The goodwill relating to an associate is included in the carrying amount of the interest and is not subject to scheduled depreciation. The income statement contains the Group’s share in the associate’s profit or loss. Changes in the associate’s other income are recognised in the amount of shares and in Sana’s other income. The reporting date and the accounting and measurement policies for similar transactions and events are identical for the associate and the Group. Application of new standards in financial year 2011 “Improvements to IFRS” (May 2010) In May 2010, the IASB published amendments to the following standards and interpretations as part of the annual improvements project. IFRS 3, Business Combinations IFRS 7, IAS 32 and IAS 39 corresponding to the amendments to IFRS 3 IAS 21, IAS 36 and IAS 31 corresponding to the amendments to IAS 27 IFRS 1, First-time Adoption of International Financial Reporting Standards IFRS 7, Financial Instruments: Disclosures IAS 1, Presentation of Financial Statements IAS 34, Interim Reporting IFRIC 13, Customer Loyalty Programmes These improvements were announced by the European Union on 19 February 2011 and their application is consequently mandatory for all financial years commencing after 30 June 2010 (IFRS 3, IAS 27 and amendments associated therewith) and for all financial years commencing after 31 December 2010 (retrospective). The amendments encompass both clarifications, impact on recognition, measurement and the recognition of transactions as well as terminological and editorial corrections. For the Sana Group, the new regulations mentioned resulting from the improvements project will have no material impact on future financial statements. Amendments to IAS 32: “Financial Instruments: Classification of Rights Issues” With the revisions to IAS 32 “Financial Instruments: Presentation – Classification of Rights Issues”, the definition of a financial liability is being amended to allow entities to classify rights issues and specific options and warrants as equity instruments. The revised standard is mandatory for the first time for financial years commencing on or after 1 February 2010. Application of this new regulation for the first time will have no impact on the consolidated financial statements since there are no rights issues of this kind. Amendment of IAS 24: “Related Party Disclosures” With the revisions to IAS 24 “Related Party Disclosures” (amended), the definition of related parties is being clarified to simplify identification of related parties of this kind and to rectify inconsistencies in application. The revised standard must be applied retrospectively for financial years commencing on or after 1 January 2011. First-time application of this new regulation will have no impact on the results and financial position. Amendment of IFRIC 14: “Prepayments as part of Minimum Funding Requirements” The amendment applies in the event that an entity is subject to minimum funding requirements and prepays funding contributions. Following the change, an entity is now allowed to present the benefit of a prepayment of this kind as an asset. Retrospective application of the amendment is mandatory for financial years commencing on or after 1 January 2011. First-time application of this new regulation will have no impact on Sana’s consolidated financial statements. 97 ANNUAL REPORT OF SANA KLINIKEN AG 2011 Hospital with a future From the company Group management report Consolidated financial statements Further information Notes to the consolidated financial statements IFRIC 19: “Extinguishing Financial Liabilities with Equity Instruments” IFRIC 19 provides guidelines for accounting for equity instruments which a debtor issues after renegotiating the conditions of a financial liability so as to extinguish it completely or partially. Retrospective application of the interpretation is mandatory for the first time for financial years commencing on or after 1 July 2010. First-time application of this new regulation will have no impact on the consolidated financial statements. New standards and interpretations that are not yet effective or have not been endorsed by the EU as part of the comitology process In May 2011, the International Accounting Standards Board (IASB) published the standards IFRS 10 “Consolidated Financial Statements”, IFRS 11 “Joint Arrangements”, IFRS 12 “Disclosure of Interests in Other Entities” and IFRS 13 “Fair Value Measurement” as part of a comprehensive reform project. Retrospective application of the new standards is mandatory for financial years commencing on or after 1 January 2013. Earlier application is permissible. The interpretation has not yet been endorsed by the EU. Impact on future consolidated financial statements: the new standards are currently being examined as to their future impact on the Sana Group. IFRS 10 “Consolidated Financial Statements” In addition to regulating fundamental questions of consolidation, which contain no material changes, the newly published IFRS 10 creates a uniform definition for the concept of control and consequently a uniform basis for judging the existence of a parent-subsidiary relationship and the definition of the scope of consolidation associated therewith. Accordingly, control exists if the investor involved in the components of profit or loss is in a position based on legal positions to influence the operating activities of the (subsidiary) entity that are key to its economic success. The new standard replaces the previously relevant IAS 27 (2008) “Consolidated and Separate Financial Statements” and SIC-12 “Consolidation – Special Purpose Entities”. Amendments to the scope of consolidation based on the new regulation must in principle be shown retrospectively. IFRS 11 “Joint Arrangements” The new IFRS 11 regulates how circumstances in which an entity exercises joint control over a joint venture or a joint operation must be accounted for. Proportionate consolidation of joint ventures is being abolished. The new standard replaces IAS 31 “Interests in Joint Ventures” and SIC-13 “Jointly Controlled Entities – Non-Monetary Contributions by Venturers” as the provisions previously of relevance when accounting for joint ventures. IFRS 12 “Disclosure of Interests in Other Entities” IFRS 12 covers the disclosures in the notes on corporate relationships in the consolidated financial statements and joint arrangements. IFRS 13 “Fair Value Measurement” The objective of the new IFRS 13 is to standardise the definition of fair value and the disclosures associated with fair value measurement. The standard offers help in establishing fair value if this is prescribed as a measure according to other IFRSs. IFRS 9 “Financial Instruments” The newly published IFRS 9 on the classification and measurement of financial instruments constitutes the first phase of a three-phase project to replace IAS 39 “Financial Instruments: Recognition and Measurement”. IFRS 9 introduces new provisions on the classification and measurement of financial assets. Application of the standard is mandatory from 1 January 2013. Premature application is permissible. The draft standard on the postponement of the date for the initial application of IFRS 9 published by the IASB in August 2011 proposes postponing the initial application date for financial years commencing on or after 1 January 2015 (retrospective). IFRS 9 contains new provisions on the classification and measurement of financial assets and liabilities. Impact on future consolidated financial statements: in its future application, the new standard will have an impact on the recognition, measurement and classification of financial assets and liabilities. The new standard will also increase the level of disclosure required in the consolidated financial statements. A precise analysis of the impact will be carried out when the other phases are completed. Amendment to IFRS 7 “Disclosures on the Transfer of Financial Assets” The amended standard requires additional disclosures on transferred financial assets that have not been derecognised and is applicable retrospectively to financial years commencing on or after 1 July 2011. Impact on future consolidated financial statements: in the Sana Group, financial assets are derecognised when they are transferred. This amendment will therefore have no practical application. A supplement to IFRS 7 regarding the netting of financial instruments and details of the transition to IFRS 9 was also published in December. Amendment to IAS 12 “Deferred Tax: Recovery of Underlying Assets” The amendment provides for deferred tax assets and liabilities for certain assets accounted for in accordance with the revaluation method being measured on the assumption that the carrying amount of these assets will be recovered in full through a sale. The revised standard must be applied retrospectively for financial years commencing on or after 1 January 2012. Impact on future consolidated financial statements: in the Sana Group, application of this amendment is expected to have no impact on the results and financial position. Amendment to IAS 1 “Presentation of Financial Statements” As a result of the amendment of IAS 1, the IFRS income statement will in future only consist of one single statement, the “Statement of Profit or Loss and Other Comprehensive Income”. Formally speaking, the division of the future combined income statement into two sections, a profit and loss account and a statement with other comprehensive income will remain mandatory. In future, the income variable “other comprehensive income” (OCI) must be split according to whether the income and expenses recorded therein are subsequently recycled into the income statement. The option of presenting OCI before or after taxes remains. However, if pre-tax presentation is chosen, taxes must be split according to whether they relate to items that can be recycled or items that cannot. The amended version of IAS 1 is applicable retrospectively from 1 January 2012. Standards IAS 27 and IAS 28 were revised in connection with the publication of the new standards IFRS 10, 11, 12 and 13: IAS 27 (2011) “Separate Financial Statements” IAS 27 now only contains the unchanged provisions on separate IFRS financial statements. IAS 28 (2011) “Investments in Associates and Joint Ventures” The changes to IAS 28 (2011) include the adjustment to the new standards IFRS 10, 11 and 12. The amended standards IAS 27 and IAS 28 must both be applied retrospectively for financial years commencing on or after 1 January 2013. 98 Impact on future consolidated financial statements: presentation of the IFRS income statement will be changed accordingly from 2012. Amendment to IAS 19 (2011) “Post-retirement Benefits / Pensions” In June 2011, the IASB published amendments to IAS 19. Accordingly, actuarial gains and losses must be recognised immediately in other comprehensive income in future. Retrospective application of the amendment is mandatory for financial years commencing on or after 1 January 2013. Earlier application is permissible. The interpretation has not yet been endorsed by the EU. 99 Hospital with a future ANNUAL REPORT OF SANA KLINIKEN AG 2011 From the company Group management report Consolidated financial statements Further information Notes to the consolidated financial statements Impact on future consolidated financial statements: equity will be subject to increased volatility as a result of the choice between immediate recognition in other comprehensive income or the application of the corridor method being discontinued. IFRIC 20 “Stripping Costs in the Production Phase of a Surface Mine” IFRIC 20, which was published by the IASB, is concerned with accounting for the costs of waste removal incurred in the development phase of a surface mine. Retrospective application of the interpretation is mandatory for financial years commencing on or after 1 January 2013. Earlier application is permissible. The interpretation has not yet been endorsed by the EU. This interpretation will have no impact on Sana’s future consolidated income statements. 2.3 Summary of key accounting and measurement policies 2.3.1 General principles Assets and liabilities are presented in the balance sheet as current or non-current items based on their maturity. Assets and liabilities are classified as current if they are realised or due within twelve months of the end of the reporting period. Inventories as well as trade receivables and trade payables are shown as current items. The consolidated financial statements are prepared using the historical cost system with the exception of derivatives, available-for-sale financial assets and assets, which are measured at fair value through profit or loss, which are mainly recognised at their fair values. 2.3.2 Property, plant and equipment Property, plant and equipment are stated at cost less accumulated scheduled depreciation and accumulated impairment losses. Repair and maintenance expenses are recognised as expense at the time they are incurred. Major renewals and improvements are capitalised. In the process, the component approach specified in IAS 16 is applied. When carrying out any larger measure, the costs are recognised in the carrying amount of the property, plant or equipment as a replacement if the recognition criteria are met. Scheduled, straight-line depreciation is based on the following useful lives: • • • • Buildings Other buildings Technical equipment and machinery Other equipment, operating and office equipment 15 to 33 years 15 to 30 years 5 to 15 years 3 to 12 years The residual values, useful lives and methods of depreciation are reviewed at the end of each financial year and adjusted if necessary. 2.3.3 Investment property Investment property is measured at cost when recognised for the first time. Subsequently, the Group applies the cost model and measures properties in accordance with the provisions of IAS 16. 2.3.4 Intangible assets Individually acquired intangible assets are measured at cost when recognised for the first time. The cost of an intangible asset, which was acquired through a business combination, equates to its fair value on acquisition. Having been recognised for the first time, intangible assets are stated at cost less any accumulated depreciation and all accumulated impairment costs. Scheduled, straight-line depreciation is based on the following useful lives: • Standard programmes • Individual programmes 3 years 5 years For an intangible asset with a limited useful life, the depreciation period and the method of depreciation are reviewed at the end of each financial year. Intangible assets with unlimited useful lives comprise acquired goodwill. This also includes places in doctors’ practices. 2.3.5 Other financial assets Depending on the individual case, financial assets are measured as financial assets measured at fair value through profit or loss, as loans and receivables, as held-to-maturity investments or as financial assets available-for-sale for the purposes of IAS 39. When recognised for the first time, financial assets are measured at fair value. In the case of financial assets that are not measured at fair value through profit or loss, transaction costs are also included, which are directly attributable to the acquisition of the financial asset. The fair value of financial investments, which are traded on organised markets, is established with reference to the bid price listed on the stock exchange on the balance sheet date. The fair value of financial investments for which there is no active market is estimated using valuation methods. If no value can be established, they are recognised at cost. The Group stipulates the classification of its financial assets when they are recognised for the first time and reviews this allocation at the end of each financial year to the extent this is permissible and appropriate. Tests are also carried out on each balance sheet date to establish whether a financial asset or a group of financial assets is impaired. Any write-downs required are posted direct against the carrying amount. Regular way purchases and revenue of financial assets are accounted for on the settlement date. Financial assets at fair value through profit or loss – “Financial instruments held for trading” Financial assets measured at fair value through profit or loss mainly comprise assets held-for-trading. For the category “financial assets measured at fair value through profit or loss”, any transaction costs are recognised in the income statement. In any subsequent valuation, fluctuations in market value are recognised directly in the income statement. The fair value of financial instruments traded on organised financial market is determined by the market price (bid price) listed on the balance sheet date. The fair value of financial investments for which there is no active market is established using valuation methods. The valuation methods include using the most recent transactions between knowledgeable, willing parties in an arm’s length transaction, a comparison with the current fair value of another financial instrument that is essentially identical and the use of discounted cash flow methods. Financial investments held-to-maturity Non-derivative financial assets with payment amounts that are fixed or can at least be determined and a fixed maturity date are classified as held-to-maturity financial investments if the Group intends and is in a position to hold these assets until maturity. Having been recognised for the first time, held-to-maturity financial investments are measured at amortised cost using the effective interest rate method. Profits and losses from financial investments stated at amortised cost are recorded in the profit or loss for the period when the financial investments are derecognised or impaired and as part of amortisation. Intangible assets with limited useful lives are depreciated over their economic lives. 100 101 ANNUAL REPORT OF SANA KLINIKEN AG 2011 Hospital with a future From the company Group management report Consolidated financial statements Further information Notes to the consolidated financial statements Loans and receivables Loans and receivables are non-derivative financial assets with payments that are fixed or can be determined and are not listed in an active market. These assets are measured at amortised cost using the effective interest rate method. Profits and losses are recognised in the profit or loss for the period when loans and receivables are derecognised and as part of amortisation. Available-for-sale assets Available-for-sale financial assets are non-derivative financial assets, which are determined as available-for-sale or were classified neither as loans and receivables nor as held-to-maturity investments or financial assets, which are measured at fair value through profit or loss. If there is objective evidence that an impairment loss has occurred, the amount of the loss is measured as the difference between the asset’s carrying value and the present value of estimated future cash flow, discounted at the financial asset’s original effective interest rate. The carrying amount of the asset is reduced by the loss and recognised in equity. An objective indication of impairment is provided by a significant or sustained fall in price. If the amount of the write-down is reduced in one of the subsequent reporting periods and this reduction can be objectively attributed to circumstances that occurred after the impairment loss was recognised, the write-down recognised previously will be reversed. A subsequent reversal is recognised in equity if the carrying amount of the asset at the time of the reversal does not exceed the amortised cost. Derecognition of financial assets A financial asset is derecognised when one of the following three preconditions are fulfilled: • The contractual rights to cash flow from a financial asset have expired. • The Group retains the contractual rights to receive cash flow from financial assets, but assumes a contractual obligation to pay the cash flow without material delays to a third party as part of an agreement, which fulfils the conditions of IAS 39.19 (pass-through arrangement). • The Group has transferred its contractual rights to cash flow from a financial asset and has (a) in essence transferred all risks and opportunities associated with ownership of the financial asset or has (b) in essence neither transferred nor retained all risks and opportunities associated with ownership of the financial asset but has transferred control over the asset. 2.3.6 Inventories Inventories are measured at the lower of cost or net realisable value. Net realisable value is the estimated revenue proceeds achievable in the ordinary course of business less the estimated selling costs still to be incurred. A reversal is posted if the reasons no longer apply. The cost of materials and supplies is established in accordance with the weighted average cost method. Work in progress relates to so-called “bed-blockers” in hospital and includes services supplied at the balance sheet date that are not yet chargeable, which are measured at cost. To calculate the cost, an average rate per measurement ratio is established for the costs of relevance to in-patient care. This is allocated to the individual patients present on the balance sheet day by multiplication with the relevant CMI (case-mix index), whereby the CMI percentage for the main service was allocated to the year in which the service was actually supplied. The remaining percentage is subsequently allocated to the respective financial years in line with the number of days spent in hospital. 2.3.7 Trade and other receivables Trade receivables, which have a term of 30-60 days as a rule, are measured at the original invoice amount less a write-down for doubtful receivables. Receivables are written-down if there is objective, substantial evidence that the Group will not be in a position to collect the receivables. Receivables are derecognised as soon as they are not recoverable. In principle, a case-by-case approach is adopted when calculating write-downs. For receivables from public sector cost units, the default risk is also taken into consideration on the basis of the type of service supplied, which means that cases are considered as a group at times. Furthermore, receivables from public sector cost units are also written down as a rule if trade receivables are at least 180 days past due. 2.3.8 Receivables resulting from the Krankenhausfinanzierungsgesetz (German Hospital Financing Act) Receivables resulting from the Krankenhausfinanzierungsgesetz (German Hospital Financing Act) contain receivables from funding promised by the authorities, which are accounted for when the commitment to provide funding has been received. The liabilities to be accounted for in this connection are consumed as the funds are used for their intended purpose. 2.3.9 Cash and cash equivalents Cash and short-term deposits in the balance sheet comprise cash in hand, credit balances with banks and short-term deposits with financial institutions with an original term of up to three months. For the purposes of the consolidated cash flow statement, cash and cash equivalents comprise the cash and shortterm deposits defined above. 2.3.10 Profit participation certificates The profit participation certificates issued are accounted for as a component of equity in accordance with IAS 32, if it is clear from the conditions that they are subordinated, bearer participation certificates paying a variable / fixed fee, with no maturity date and no right of cancellation on the part of the participation certificate creditors. The interest payment is not recognised within interest expense but is treated similarly to a dividend obligation. Tax effects from the payment of interest are also recorded in equity with no impact on the income statement. 2.3.11 Financial liabilities When loans are recognised for the first time, they are measured at the fair value of the consideration received after deducting the transaction costs associated with borrowing the funds. Having been recognised for the first time, interest-bearing loans are subsequently measured at amortised cost using the effective interest rate method. Profits and losses are recognised in the profit or loss for the period when debts are derecognised and as part of amortisation. A financial liability is derecognised, when the obligation on which this liability is based is fulfilled or extinguished. 2.3.12 Pensions and other post-employment benefits Firstly, the Group has defined benefit plans where the Group’s obligation consists in granting a promised benefit and, secondly, defined contribution plans where the Group pays fixed contributions to an independent entity and is not obliged either de jure or de facto to provide other benefits beyond the payment of contributions. The actuarial measurement of pension provisions for defined benefit plans is based on the projected unit credit method prescribed in IAS 19 and equals the present value of defined benefit obligations (DBO) and the actuarial gains and losses not recognised through profit or loss less the not yet recognised past service cost and the fair value of the plan assets available to fulfil the obligations immediately. 102 103 ANNUAL REPORT OF SANA KLINIKEN AG 2011 Hospital with a future From the company Group management report Consolidated financial statements Further information Notes to the consolidated financial statements The expenses for benefits granted as part of defined benefit plans are calculated separately for each plan using the projected unit credit method. The present value of the DBO is calculated by discounting anticipated future cash outflow with the interest rate of high quality corporate bonds, whose maturities match those of the pension obligation. Actuarial gains and losses are recognised as income or expense if the balance of the accumulated unrecognised actuarial gains and losses for each individual plan at the end of the previous reporting period exceeds the higher of the amounts from 10 per cent of the defined benefit obligation or from 10 per cent of the fair value of the plan assets at this date. These profits or losses are realised over the anticipated average remaining working lives of the employees covered by the plan. Finance leases where all opportunities and risks associated with ownership of the transferred asset are transferred to the Group, are capitalised at the fair value of the leased asset or the present value of the minimum lease payments, if this figure is lower, at the beginning of the lease. Liabilities under finance leases are reported on the liabilities side at the present value of the minimum lease payments at the start of the lease and are subsequently shown at amortised cost under financial liabilities. The lease payments are divided into their components, namely finance costs and repayment of the lease debt, in such a way that interest is charged on the remaining residual carrying amount of the lease debt at a constant rate. Future lease payments are recognised as a liability at their present value. Finance costs are recognised as expense immediately. The past service cost is recognised on a straight-line basis over the average period until the benefits become vested. If benefits become vested immediately a pension plan is introduced or amended, the past service cost is recognised in the income statement immediately. If transfer of title to the Group at the end of the lease term is not sufficiently certain, capitalised leased assets are fully amortised over the shorter of the term of the lease or the useful life. Lease payments for operating leases are recognised in the income statement on a straight-line basis. For defined contribution plans, the ongoing amounts are recognised as expense. Overdue contributions are deferred through profit or loss. As part of the provisions governing collective pay, the Sana Group pays contributions to the Versorgungsanstalt des Bundes and der Länder (VBL = Pension Institution of the Federal Republic and the Länder) or public sector supplementary pension plans (ZVK) for a defined group of employees. Because employers have a legal claim to statutory benefits independent of their contributions actually paid, these retirement benefits must be classified as a defined benefit pension plan in accordance with IAS 19. In principle, this results in a commitment to subsidiarity on the part of the Sana Group, since the employees’ claim is related to the VBL or ZVK. If the assets of the VBL or ZVK were not sufficient to cover the obligation, a provision would have to be reported on the liabilities side at the Sana Group. No disclosures on the possible gap in cover as defined in IAS 19 for the beneficiaries attributed to the Sana Group were provided by the VBL and ZVK. These plans were therefore accounted for as defined contribution plans. In addition, as an employer, Sana makes contributions to the statutory pension insurance fund and to direct insurance companies, which are accounted for as defined contribution plans. 2.3.13 Other provisions A provision is recognised if the Group has a present (de jure or de facto) obligation based on a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate of the amount of the estimate is possible. If the Group anticipates that a provision created on the liabilities side will be reimbursed at least in part (by an insurance policy, for instance), the reimbursement is only recognised as a separate asset when reimbursement is as good as certain. The expense relating to the provision is recognised in the income statement net of the amount recognised for the reimbursement. If the impact of the time value of money is material, provisions are discounted at a tax rate before taxes, which reflects the specific risks for the debt if applicable. In the event of a discount, the increase in the provisions caused by the passage of time is recognised as interest expense. 2.3.16 Recognition of revenue Revenues are recognised when it is probable that the economic benefit will accrue to the Group and the amount of revenue can be reliably determined. The following recognition criteria must also be met for realisation of the revenue: Realisation of revenue The Sana Group’s hospitals are subject to the statutory regulations of the Krankenhausentgeltgesetz (German Law on Hospital Fees) and the Bundespflegesatzverordnung (German Federal Ordinance on Hospital and Nursing Charges). Charges for in-patient and out-patient hospital services are set as part of agreed budgets. Cost units are charge for services on the basis of flat rate fees (so-called Diagnosis Related Groups) and on the basis of daily nursing charges in specific areas. The fee agreements had not received final approval at most of the Sana Group’s hospitals for financial year 2011. Where payments were above or below budget within the agreement term, so-called revenue equalisations were calculated and reported on the balance sheet date, as permitted by law. In hospitals where the fee agreement had not been completed, sufficient account was taken of any possible budget risks resulting from this. The provisions for structural adjustments were mainly created for risks connected with the plan to relinquish the charitable status of those subsidiaries that still have charitable status. Supply of services Hospital services are realised at the time at which the services are supplied. If the outcome of a transaction involving the rendering of services cannot be estimated reliably, revenue must only be recognised to the extent to which the expenses incurred can be reimbursed. 2.3.14 German phased retirement (Altersteilzeit) Within the Sana Group, there are obligations in individual institutions resulting from partial retirement arrangements based on collective agreements. During partial retirement, the employee’s compensation is topped up by a top-up amount equal to 20 per cent of the compensation for working part-time. The top-up amounts are severance obligations as defined in IAS 19.7, the present value of which is established in accordance with actuarial principles. Revenue of merchandise Revenue is recognised when the significant opportunities and risks associated with ownership of the goods sold have been transferred to the purchaser. 2.3.15 Leases Determination of whether an agreement is or contains a lease is made on the basis of the economic content of the agreement and requires an assessment of whether fulfilment of the contractual agreement depends on use of a specific asset or specific assets and whether the agreement grants a right to use the asset. 104 If a sale-and-leaseback transaction leads to an operating lease relationship and the transaction is undertaken at fair value, any possible profit or loss is recognised immediately. If the sale price is below fair value, a loss is deferred and amortised in proportion to the lease payments over the period for which the asset is expected to be used, if this loss will be offset by future lease payments below the market price. Any other profit or loss from the transaction is recognised immediately. If the sale price exceeds fair value, the amount in excess of fair value is deferred and amortised over the period for which the asset is expected to be used. Interest income Income is recorded if the interest has accrued (using the effective interest rate method, i.e. the calculatory interest rate with which anticipated future cash inflow is discounted over the anticipated term of the financial instrument to the net carrying amount of the financial assets). 105 ANNUAL REPORT OF SANA KLINIKEN AG 2011 Hospital with a future From the company Group management report Consolidated financial statements Further information Notes to the consolidated financial statements Rental income Rental income from investment property is recognised on a straight-line basis over the term of the tenancy agreements. Net gains Net gains and losses as defined in IFRS 7 are income and expenses from the measurement and disposal of financial instruments for all categories according to IAS 39. At Sana, these are mainly write-downs and income or expenses from the sale of financial instruments. Current interest income and expense as well as dividend income are included. 2.3.17 Government grants Government grants are recognised if it is sufficiently certain that the grants will be provided and the company will fulfil the conditions associated therewith. In the case of resource-related grants, these are recognised on a scheduled basis as income over the period, which is required to offset these with the matching expenses, for which these are supposed to compensate. If the grant relates to an asset, it is deducted from the cost of the subsidised asset and released (indirectly via the reduced amortisation of the asset) over the anticipated useful life of the asset in question. 2.3.18 Taxes Actual tax assets and tax liabilities Actual tax assets and tax liabilities for the current period and previous period must be measured at the amount at which reimbursement from the taxation authorities or payment to the taxation authorities is anticipated. The calculation of the amount is based on the tax rates and tax laws, which apply on the balance sheet date or which will apply shortly. Deferred taxes Deferred taxes are recognised on all temporary differences between the carrying amount of an asset or liability in the balance sheet and the taxable carrying amount on the balance sheet date using the balance sheet-related liability method. The tax rates that are expected to apply at the time the deferred tax asset is realised or the deferred tax liability settled are used. When calculating deferred taxes, a corporation tax rate of 15 per cent plus solidarity surcharge of 5.5 per cent is taken into account. A tax rate of 30 per cent or 32 per cent is applied to Group companies that are liable for trade tax. There are the following exceptions with regard to deferred tax liabilities: • T he deferred tax liability from the first-time recognition of goodwill or an asset or a liability from a transaction that is not a business combination and has no impact on either the accounting profit or loss in the period or the taxable profit or loss at the time of the transaction. • The deferred tax liability from temporary differences associated with holdings in subsidiaries and associates if the timing of the reversal of the temporary differences can be controlled and it is likely that the temporary differences will not be reversed for the foreseeable future. • D eferred tax assets from taxable temporary differences associated with holdings in subsidiaries and associates are only recognised to the extent to which it is likely that the temporary differences will reverse in the foreseeable future and sufficient taxable profit will be available against which the temporary differences can be used. The carrying value of deferred tax assets is reviewed on each balance sheet date and reduced to the extent to which it is no longer likely that sufficient taxable profit will be available against which the deferred tax asset can be used at least in part. Previously unrecognised deferred tax assets are reviewed on each balance sheet date and recognised to the extent to which it has become likely that a future taxable profit will allow realisation of the deferred tax asset. Only the planned taxable results of the next three years are taken into account for the deferred tax assets from loss carryforwards. Income taxes, which relate to items recognised directly in equity, are recognised in equity and not in the income statement. Deferred tax assets and deferred tax liabilities are offset against each other if the Group has a legally enforceable right to set off actual tax assets against actual tax liabilities and these relate to income taxes on the same tax entity levied by the same tax authorities. Sales tax Revenue, expenses and assets are recognised net of sales taxes. There are the following exceptions to this: • If sales tax accrued when purchasing goods or services cannot be collected by the tax authorities, the sales tax is recognised as part of the cost of the asset or as part of the expenses. • Receivables and debts are recognised with the amount of sales tax included therein. The amount of sales tax reimbursed by or transferred to the taxation authorities is recognised under the assets or liabilities in the balance sheet. 2.3.19 Derivative financial instruments and hedging transactions The Group uses interest rate swaps as derivative financial instruments to hedge against interest rate risks. These derivative financial instruments are recognised at the time the contract in question is concluded, initially at their fair values and subsequently re-measured at their fair values. Derivative financial instruments are recognised as assets if their fair value is positive and as liabilities if their fair value is negative. Derivative instruments are classified in the measurement category “measured at fair value through profit or loss” and are classified there as “held-for-trading”. Only those derivatives, which were designated as hedging instruments in an effective hedge, constitute exceptions. The fair value of interest rate swap contracts is established with reference to the market values of similar instruments (using accepted valuation models as part of bank reports). The instruments are also classified in the fair value hierarchy level 1 to 3 as part of the subsequent measurement of the fair value. Hedging transactions, which meet the stringent criteria for accounting for hedges, are accounted for as follows: Deferred tax assets are recognised for all deductible temporary differences, unused tax loss carryforwards and unused tax credits to the extent to which it is likely that taxable income will be available against which the deductible temporary differences and the unused tax loss carryforwards and the tax credits can be used. There are the following exceptions to this: • Deferred tax assets from deductible temporary differences, which arise from the first-time recognition of an asset or a liability from a transaction that is not a business combination and has no impact on either the accounting profit or loss in the period or the taxable profit or loss at the time of the transaction. 106 Cash flow hedges Hedging transactions are classified as cash flow hedges, if they hedge the risks of fluctuating cash flow, which can be allocated to a recognised asset, a recognised liability or a planned transaction and could have an impact on the profit or loss for the period. The effective part of the profit or loss from a hedging instrument is recognised directly in equity, while the ineffective part is recognised through profit or loss. 107 ANNUAL REPORT OF SANA KLINIKEN AG 2011 Hospital with a future From the company Group management report Consolidated financial statements Further information Notes to the consolidated financial statements The amounts recognised in equity are recognised in the period in the income statement in which the hedged transaction affects the profit or loss for the period, e.g. are recognised in the hedged financial income or expenses or in which a planned sale or purchase is carried out. If the planned transaction is no longer expected to occur, the amounts previously recognised in equity are recognised in the profit or loss for the period. If the hedging instrument expires or is sold, terminated or is exercised without being replaced or rolled over into another hedging instrument or if the Group withdraws the designation of a hedging instruments, the amounts previously shown will remain as a separate item in equity until the planned transaction has occurred. If the anticipated transaction is no longer expected to occur, the amount is recognised through profit or loss. 2.3.20 Borrowing costs In principle, borrowing costs are recognised as expenditure in the period in which they were incurred. The only exceptions are borrowing costs, which can be allocated directly to the acquisition, construction or manufacture of a qualified asset. These are capitalised as part of the cost of the asset in question. 2.3.21 Research and development costs Research costs are recognised as expenditure in the period in which they were incurred. There are no development expenses that have to be capitalised. 2.3.22 Impairment of assets On each balance sheet day, the Group assesses whether there are indications that an asset might be impaired. If there are such indications or an annual test of an asset for impairment is required, the Group estimates the recoverable amount. Aside from assets with an indefinite useful life (goodwill), a previously recognised impairment loss must be reversed if there has been a change to the estimates, which were used when determining the recoverable amount, since the last impairment loss was recognised. The recoverable amount is estimated on the basis of the value in use or fair value less selling costs. If this is the case, the carrying amount of the asset must be increased to its recoverable amount. This increased carrying amount may not exceed the carrying amount, which would result after taking account of depreciation, if no impairment losses had been recognised in previous years. A reversal of this kind is recognised immediately in the profit or loss for the period. 2.3.23 Financial guarantees Financial guarantees extended by the Group are contracts, which impose the obligation to make payments, which reimburse the holder for a loss that arises because a specific debtor fails to comply on time with his payment obligations in accordance with the conditions of a debt instrument. These financial guarantees are treated as insurance contracts in the sense of IFRS 4, i.e. the financial guarantees will be accounted for as contingent liabilities until it is likely that they will be called. If this is the case, a corresponding obligation will be reported. Sana uses the net method when accounting for financial guarantees. 2.4 Material judgements, estimates and assumptions In preparing the consolidated financial statements, management make judgements, estimates and assumptions, which will have an impact on the amount of income, expenses, assets and liabilities shown on the reporting date and the disclosure of contingent liabilities. However, due to the uncertainty associated with these assumptions and estimates, outcomes could arise, which will lead to considerable adjustments to the carrying amounts of the assets and liabilities in question in future periods. Estimates and assumptions All estimates and assumptions made by the Group are reviewed on an ongoing basis, based on experience and other factors influencing developments. Account is also taken of the probability of future possible events. In essence, the Group’s estimates made in relation to the future relate to the following: • • • • • Parameters of the impairment test for goodwill Assumptions regarding pension obligations Estimates of provisions and the probability of their being required Estimates of the risk of default on trade receivables Use of tax loss carryforwards Key assumptions concerning the future and other key sources of estimation uncertainty at the balance sheet date, on the basis of which there is a significant risk that a material adjustment to the carrying amounts of assets and liabilities could be necessary within the next financial year, are explained below. Judgements When applying the accounting and measurement policies, management made the following judgements which have a material impact on the amounts in the consolidated financial statements: Impairment of goodwill The Group checks whether goodwill is impaired at least once a year. This requires an estimate of the value in use of the cash generating units to which the goodwill is allocated. To estimate the value in use, the Group must estimate the anticipated future cash flow from the cash generating units and also select an appropriate discount rate to establish the present value of this cash flow. As at 31 December 2011, the carrying amount of goodwill amounted to EUR 217.2 million (previous year: EUR 209.1 million). Secondary liability from the municipal equalisation (Kommunaler Schadenausgleich KSA) Provisions of EUR 5.9 million (previous year: EUR 10.1 million) were reported for probable payment obligations from the KSA secondary liability. Even after its withdrawal from the Kommunaler Schadenausgleich association, the Group is liable for claims, which arose before the date of its withdrawal. In this respect, the Group will be burdened with a corresponding secondary liability levy for claims, which arose up to the date of its withdrawal over the next few years. It is difficult to estimate how expenditure on KSA claims and the Group’s secondary liability resulting from this will evolve. The provisions were created on the basis of an exponential decrease in the probability of possible claims. Repayment claims from the cost units Provisions of EUR 19.9 million (previous year: EUR 17.4 million) were created for possible repayment claims from cost units, which may arise because of reviews by the Medizinischer Dienst der Krankenkassen (MDK = Medical Service of the Health Insurance Companies). Pensions and other post-retirement benefits Expenses from defined benefit plans and other medical benefits post-retirement are established with the help of actuarial calculations. Actuarial measurement takes place on the basis of assumptions regarding discount rates, anticipated income from plan assets, future increases in wages and salaries, mortality and future pension increases. In line with the long-term focus of these plans, estimates of these kinds are subject to significant uncertainty. As at 31 December 2011, the provision for pensions and similar obligations amounted to EUR 16.5 million (previous year: EUR 17.4 million). Further details are provided in note 19. 108 109 Hospital with a future ANNUAL REPORT OF SANA KLINIKEN AG 2011 From the company Group management report Consolidated financial statements Further information Notes to the consolidated financial statements 3. Business combinations 4. Operating income and expenses There were no new business combinations in financial year 2011. 4.1 Revenue Revenue in the Group developed as follows: Business combinations after the balance sheet date In January 2012, 74.9 per cent of the shares and voting rights in Klinikgesellschaft des Landkreis Cham (Cham district) and 94.0 per cent of the shares and voting rights in Hanse-Klinikum Wismar were acquired from the Damp Group. Details on the fair values of the identifiable assets and liabilities as well as the previous carrying amounts could not be provided until the Sana consolidated financial statements for 2011 were released for publication because annual financial statements for the two companies as at 31 December 2011 had not yet been prepared. in EUR k 2011 2010 1,482,676 1,344,244 824,947 793,111 Medium-sized 196,158 125,165 Small 136,900 142,045 Orthopaedics 139,263 130,977 Cardiovascular diseases 185,408 152,946 Services for retirement homes and care homes 49,398 48,031 Procurement and logistics 48,440 46,885 Medical care centres 25,756 25,324 Revenue from operating hospitals Thereof (Cluster): Large Subsequent correction of the first-time accounting in accordance with IFRS 3 As at 1 September 2010, 100 per cent of the shares in Krankenhaus Rummelsberg gGmbH were acquired by Sana Kliniken AG. The company was consolidated for the first time on 1 September 2010 on the basis of provisional fair values for the identifiable assets and liabilities. The measurement period in accordance with IFRS 3.45 extended until 31 August 2011. The interim report as at 30 June 2011 stated that new information on facts and circumstances had been obtained within the measurement period provided for in IFRS 3.45, which would have influenced the amounts recognised at the acquisition date, had they been known at the time the opening balance sheet was prepared. As a result, the opening balance sheet was adjusted retrospectively in this respect. Other Total 22,940 20,376 1,629,210 1,484,860 As a result, the net assets acquired at the acquisition date break down as follows: Adjustment Property, plant and equipment 7,297 0 7,297 in EUR k Trade receivables 5,531 0 5,531 348 0 348 1,913 0 1,913 0 0 0 in EUR k Fair value at the acquisition date In addition to revenue from hospital services, revenue from the operation of hospitals include revenue from optional services, revenue from out-patient care and user fees. Previous fair value at the acquisition date 4.2 Other operating income Assets Cash and cash equivalents Other assets Deferred taxes 2011 2010 Fees, reimbursement and other income 31,702 26,996 Income from auxiliary and supporting facilities 29,342 24,294 Other income from prior periods 16,222 10,517 Income from letting and leasing 10,176 9,970 Liabilities Compensation from previous financial years 7,776 14,133 Trade payables – 603 0 – 603 Income from the reversal of provisions 5,923 3,934 Other liabilities – 8,509 – 3,149 – 11,658 Government grants and subsidies 3,619 3,321 Income from the disposal of fixed assets 1,253 1,091 962 15 0 6,215 106,975 100,486 Deferred taxes – 922 0 – 922 Net assets acquired at fair value 5,055 – 3,149 1,906 Transferred consideration at fair value – 45,205 – 4,068 – 49,273 Excess from initial consolidation recognised in profit or loss Goodwill – 40,150 – 7,217 – 47,367 Other operating income Own work capitalised Income from fees and reimbursement includes income from the reimbursement of personnel costs of EUR 4,247 thousand (previous year: EUR 4,150 thousand). 110 111 Hospital with a future ANNUAL REPORT OF SANA KLINIKEN AG 2011 From the company Group management report Consolidated financial statements Further information Notes to the consolidated financial statements Income from auxiliary and supporting facilities mainly contains income from pharmacists, at EUR 19,041 thousand (previous year: EUR 16,228) and income from emergency doctors’ deployments, at EUR 5,032 thousand (previous year: EUR 3,170 thousand). Other income from previous periods includes income from the reduction of specific impairment allowances of EUR 2,470 thousand (previous year: EUR 463 thousand) and inflow from written-down receivables of EUR 243 thousand (previous year: EUR 311 thousand). Government grants and subsidies are granted for ongoing operating expenses. There are no unfulfilled conditions or other uncertainties associated with these grants. 4.6 Interest and similar expenses in EUR k 2011 2010 21,418 21,255 Expense from compounding or discounting 3,487 1,523 Interest paid on shareholder loans 3,096 3,000 Interest on dept from finance leases 2,838 3,027 Interest paid to financial institutions and other interest Interest on additional tax demands 4.3 Income from associates 762 61 31,601 28,866 Income from associates breaks down as follows: in EUR k Pro rata profit or loss for the period Write-down of the holding to fair value 2011 2010 5,132 3,183 – 4,113 – 2,917 1,019 266 4.4 Other operating expenses in EUR k In the financial year, EUR 21,779 thousand (previous year: EUR 20,860 thousand) is attributable to the net profit of the category “liabilities measured at amortised cost”. 4.7 Research and development costs Expenses for research and development amount to approximately 1 per cent of revenue from in-patient care and are shown pro rata in other operating expenses as well as in personnel expenses in the income statement. There were no development costs requiring capitalisation. 5. Income Taxes 2011 2010 Administrative requirements 28,423 28,874 Maintenance 28,180 29,033 Allocation to MDK provision 14,995 11,493 Fees and audit costs 13,190 10,199 Expenses for prior periods 10,359 7,926 Insurance policies and contributions 10,347 9,689 Depreciation and write-downs on receivables 9,903 8,201 Adjustments to actual income taxes incurred in previous years IT expenses 8,426 7,291 Deferred income taxes Levies and fees 4,501 3,873 Other taxes 1,154 255 930 2,556 41,532 26,493 171,940 145,883 Expenses for training centres Other ordinary expenses The key components of income tax expenses for financial years 2011 and 2010 break down as follows: in EUR k 2011 2010 – 12,800 – 14,673 – 2,152 – 2,293 Occurrence and reversal of temporary differences 2,126 5,372 Change from deferred taxes to tax loss carryforwards 1,680 – 160 – 11,146 – 11,754 Tax income (previous year: expense) from net loss (previous year: profit) from the remeasurement of hedging transactions to hedge cash flow 718 – 320 Income tax income (previous year: expense) recognised in equity 718 – 320 Consolidated income statement Actual income taxes Actual income tax expense Income tax expense recognised in the consolidated income statement Statement of changes in Group equity 4.5 Interest and similar income Financial income mainly relates to interest received on credit balances with banks. Of the interest income of EUR 3,856 thousand, EUR 2,900 thousand (previous year: EUR 1,870 thousand) is attributable to assets not accounted for at fair value. Interest income also includes EUR 485 thousand (previous year: EUR 247 thousand), which is the result of discounting liabilities and is included in the net profit of the category “Liabilities measured at amortised cost”. 112 Deferred income taxes in relation to items which were debited from or credited directly to equity 113 Hospital with a future ANNUAL REPORT OF SANA KLINIKEN AG 2011 From the company Group management report Consolidated financial statements Further information Notes to the consolidated financial statements Consolidated balance sheet Tax cuts of EUR 1,631 thousand (previous year: EUR 0) for the payment of participation certificates were recorded in equity with no impact on the income statement. in EUR k The reconciliation between income tax expense and the product from the profit or loss for the period reported in the balance sheet and the Group’s tax rate to be applied for financial years 2011 and 2010 breaks down as follows: in EUR k Earnings before income taxes Income tax expense at the tax rate in Germany of 15.825 % (previous year: 15.825 %) 2011 2010 63,986 59,414 – 10,126 (corporation tax plus solidarity surcharge) Tax increases due to the trade tax burden (services companies) – 1,335 536 429 161 1,026 Tax expenses for prior periods 268 – 2,293 Non-recognition of deferred taxes from loss carryforwards – 717 – 628 Recognition of deferred taxes on loss carryforwards existing in the previous year 1,743 0 Utilisation of previously unrecognised loss carryforwards 221 334 Non-deductible expenses – 103 – 79 Other deviations – 236 194 – 11,146 – 11,754 Income tax expense recognised in the consolidated income statement at an effective income tax rate of 17 % (previous year: 20 %) 2011 2010 Current assets Liabilities Interest rate swap Netting 114 2010 4,615 5,670 0 15 – 1,055 2,224 2,507 0 2 – 1,232 1,003 14,863 12,854 0 6,995 2,009 – 4,953 Tax loss carryforwards 3,060 1,380 0 0 1,680 – 160 Interest rate swap 3,967 3,784 183 215 27,780 26,195 183 7,227 – 16,945 – 19,527 0 – 6,785 10,835 6,668 183 442 0 1,402 – 1,886 3,806 5,212 In the financial year, EUR 718 thousand (previous year: EUR 858 thousand) was realised from the capitalised tax loss carryforwards from previous years. In Germany, tax gains can be fully netted off against tax loss carryforwards up to an amount of EUR 1.0 million each year, thereafter at 60 per cent. There are tax loss carryforwards, for which no deferred taxes were recognised, of EUR 19.9 million (previous year: EUR 18.7 million), which the Group can offset without restriction against the future taxable earnings of companies in which the losses were incurred. Taking account of the anticipated earnings of the companies in question over the next three years, deferred tax assets will be capitalised for loss carryforwards from previous years of EUR 1,743 thousand (previous year: EUR 698 thousand). At two subsidiaries, deferred tax assets totalling EUR 1,160 were recognised on loss carryforwards despite operating losses in the past since the earnings situation at these companies is expected to improve. As in the previous year, no deferred income tax liabilities for taxes on non-transferred profits of subsidiaries or associates were recognised as at 31 December 2011 because: • the Group has stipulated that the previously undistributed profits of its subsidiaries will not be distributed for the foreseeable future; • the associates currently have charitable status, meaning that the profits of associates will not be distributed until this is – subject to approval by Sana – revoked. There are non-reported deferred income taxes from the dividend liability of approximately EUR 2,220 thousand (previous year: approximately EUR 1,557 thousand) on the retained profits. Payment of dividends by Sana Kliniken AG to the shareholders does not have any consequences in terms of income tax. 6. Paid and proposed dividends Changes recognised in equity 2011 Consolidated income statement 2010 2011 2010 Deferred income tax liabilities Non-current assets 2011 1,275 Deferred income tax income Deferred income taxes On the balance sheet date, deferred income taxes break down as follows: in EUR k 2010 Non-current assets Netting The statutory corporation tax rate in Germany amounted to 15 per cent for the assessment period 2011 (previous year: 15 per cent) plus a solidarity surcharge of 5.5 per cent. When trade tax is taken into account, this results in a tax burden of approximately 32 per cent (previous year: 32 per cent for various services companies. Individual companies are tax-exempt because they still have charitable status. Consolidated balance sheet 2011 Current assets Liabilities Excess from initial consolidation recognised in profit or loss, earnings of associates and excess on the acquisition of non-controlling shares (tax-free income) Thereof from associates EUR 161 thousand (previous year: EUR 42 thousand) 2010 Consolidated income statement Deferred income tax assets – 9,402 – 2,893 Impact of hospital companies that still have charitable status 2011 Changes recognised in equity – 26,831 – 27,059 0 – 11,916 228 7,853 – 145 – 1,386 0 – 993 1,241 368 – 1,467 – 2,402 0 2 935 – 1,123 0 – 535 535 – 535 0 0 – 28,443 – 31,382 535 – 13,442 2,404 7,098 16,945 19,527 0 6,785 – 11,498 – 11,855 535 – 6,657 in EUR k Dividend per share paid during the financial year: 8.00 cents (previous year: 8.00 cents) Dividend per share proposed to the annual shareholders’ meeting for approval: 8.00 cents (previous year: 8.00 cents) 2011 2010 9,600 9,600 16,000 9,600 Interest paid on profit participation certificates is based on the proposed dividend per share. EUR 5,099 thousand was paid out in the financial year. 115 Hospital with a future ANNUAL REPORT OF SANA KLINIKEN AG 2011 From the company Group management report Consolidated financial statements Further information Notes to the consolidated financial statements 7. Property, plant and equipment 31 December 2011 in EUR k Land, land rights and buildings including buildings on third-party land Technical equipment 736,820 104,248 0 9,652 Operating and office equipment Total 203,147 51,604 1,095,819 0 0 0 0 3,401 17,009 46,185 76,247 Additions Disposals in EUR k Additions from business combinations 1) Additions Disposals Reclassifications As at 31 December 2011 6,527 439 9,970 3,975 20,911 20,917 2,149 5,872 – 29,116 – 178 760,862 109,359 216,058 64,698 1,150,977 As at 1 January 2011 Write-downs Disposals Technical equipment Operating and office equipment Advance payments and assets under development Total As at 1 January 2010 599,422 93,111 168,916 47,293 908,742 Additions from business combinations 1) Reclassifications As at 31 December 2010 97,326 6,874 22,567 3,473 130,240 9,550 1,226 17,407 41,829 70,012 2,381 826 9,351 60 12,618 32,903 3,863 3,608 – 40,931 – 557 736,820 104,248 203,147 51,604 1,095,819 175,485 41,044 102,826 3,629 322,984 24,408 6,237 21,213 0 51,858 Cumulative scheduled depreciation and impairment Cumulative scheduled depreciation and impairment Additions Land, land rights and buildings including buildings on third-party land Cost Cost As at 1 January 2011 31 December 2010 Advance payments and assets under development 202,868 46,211 117,170 6,791 373,040 25,799 6,753 23,322 0 55,874 0 0 0 0 0 5,866 366 9,374 1,930 17,536 As at 1 January 2010 Additions Write-downs Disposals 0 0 4,950 6,668 811 841 6,815 0 8,467 60 79 4,718 – 4,861 –4 2,068 – 229 – 54 – 1,788 –3 As at 31 December 2011 222,861 52,677 135,836 0 411,374 As at 31 December 2010 202,868 46,211 117,170 6,791 373,040 Net carrying amount as at 1 January 2011 533,952 58,037 85,977 44,813 722,779 Net carrying amount as at 1 January 2010 423,937 52,067 66,090 43,664 585,758 Net carrying amount as at 31 December 2011 538,001 56,682 80,222 64,698 739,603 Net carrying amount as at 31 December 2010 533,952 58,037 85,977 44,813 722,779 Reclassifications 1) At the time control was assumed. Reclassifications 1,718 1) At the time control was assumed. The Group has subsidised assets of EUR 412,131 thousand (previous year: EUR 396,948 thousand). The subsidy ratio for investment undertaken within the Group amounts to 30 per cent (previous year: 29 per cent). Land and buildings are mortgaged to secure bank loans with a total carrying amount of EUR 81,133 thousand (previous year: EUR 99,389 thousand). Leased assets, which must be attributed to Sana economically speaking in accordance with IAS 17, amount to EUR 36,829 thousand, 5.0 per cent on 31 December 2011 (previous year: EUR 41,316 thousand, 7.0 per cent). Of the leased assets, EUR 34,589 thousand (previous year: EUR 36,608 thousand) are attributable to land and buildings, EUR 870 thousand (previous year: EUR 1,043 thousand) to technical equipment and EUR 1,370 thousand (previous year: EUR 3,665 thousand) to furniture, fittings and equipment. No compensation was received for impaired or lost property, plant and equipment in the financial year (previous year: EUR 4 thousand). In financial year 2011, interest expense totalling EUR 1,270 thousand (previous year: EUR 187 thousand) was capitalised at a capitalisation rate of 5.9 per cent (previous year: 5.5 per cent). In the financial year, a plot of land was sold from property, plant and equipment at standard market conditions. The lease-back of the land and building was classified as an operating lease. Own work of EUR 962 thousand (previous year: EUR 15 thousand) was capitalised in the financial year. 116 117 Hospital with a future ANNUAL REPORT OF SANA KLINIKEN AG 2011 From the company Group management report Consolidated financial statements Further information Notes to the consolidated financial statements 8. Investment property in EUR k 9. Intangible assets 2011 2010 Acquisition costs As at 1 January Disposals 31 December 2011 in EUR k 5,625 5,625 0 0 5,625 5,625 Patents and licences Goodwill Total Acquisition costs 33,009 216,355 249,364 Additions 2,893 995 3,888 Depreciation and amortisation Disposals 145 130 275 As at 1 January Reclassifications 178 0 178 35,935 217,220 253,155 19,959 0 19,959 4,294 0 4,294 As at 31 December 4,453 4,411 43 42 As at 31 December 4,496 4,453 Carrying amount as at 1 January 1,172 1,214 Carrying amount as at 31 December 1,129 1,172 Additions As at 1 January 2011 As at 31 December 2011 Cumulative scheduled depreciation and impairment As at 1 January 2011 Additions Write-downs Investment property is recognised in accordance with the cost model. Investment property is depreciated on a straight-line basis over a useful life of 33 years. Disposals Reclassifications 0 0 0 57 0 57 4 0 4 As at 31 December 2011 24,200 0 24,200 The fair value as at 31 December 2011 is marginally more than the carrying amount. Net carrying amount as at 1 January 2011 13,050 216,355 229,405 Rental income from the properties in question amounts to EUR 433 thousand (previous year: EUR 881 thousand) for the financial year. Operating expenses of EUR 468 thousand (previous year: EUR 647 thousand) were incurred in connection with the rental income. Net carrying amount as at 31 December 2011 11,735 217,220 228,955 29,873 137,475 167,348 31 December 2010 The amounts shown relate solely to property financed from equity. Acquisition costs As at 1 January 2010 Additions from business combinations 1,677 77,633 79,310 Additions 3,282 1,113 4,395 Disposals 2,146 100 2,246 1 ) Reclassifications 323 234 557 33,009 216,355 249,364 16,232 0 16,232 3,775 0 3,775 Write-downs 16 0 16 Disposals 67 0 67 3 0 3 As at 31 December 2010 19,959 0 19,959 Net carrying amount as at 1 January 2010 13,641 137,475 151,116 Net carrying amount as at 31 December 2010 13,050 216,355 229,405 As at 31 December 2010 Cumulative scheduled depreciation and impairment As at 1 January 2010 Additions Reclassifications 1) 2) 118 Items marked * differ from the annual financial statements because of the restatement of the IFRS opening balance sheet of Krankenhaus Rummelsberg gGmbH, cf. Note – 3 Business combinations. At the time control was assumed. 119 Hospital with a future ANNUAL REPORT OF SANA KLINIKEN AG 2011 From the company Group management report Consolidated financial statements Further information Notes to the consolidated financial statements Goodwill As at 31 December 2011, there were no indications that intangible assets were impaired. Goodwill is subject to an annual impairment test for its respective cash generating units (each hospital). These impairment tests are carried out every year once the 3-year planning process is completed in October / November. A review of economic circumstances and the legal framework conditions is carried out once more via the Management Board to validate the impairment test at the year-end. No deviations emerged for financial year 2011. As part of the impairment test, the carrying amount of the cash generating unit is compared with the recoverable amount of the unit. The recoverable amount is the higher of fair value less selling costs and the value in use of a cash generating unit. In financial year 2011, all cash generating units’ values in use exceeded their fair values. A cash flow-oriented discounted cash flow method is used to establish the value in use. The relevant present value is calculated on the basis of a multi-annual planning process taking account of perpetuity and a growth discount of 1.0 per cent (previous year: 1.0 per cent). The standard discount rate (after taxes) amounts to 5.9 per cent in financial year 2011 (previous year: 6.4 per cent). Of the additions in the financial year, EUR 995 thousand (previous year: EUR 1,113 thousand) relates to places in doctors’ practices acquired for a fee. If there are indications of impairment, the goodwill on places in doctors’ practices is immediately checked for impairment. These figures are also subject to an annual impairment test which is, according to the Group, carried out in the individual companies. There are no restrictions of title or disposal. A sensitivity analysis of goodwill involving changes to the discount rate of 5.9 per cent resulted in the following impairment: Difference between value in use and carrying amount in EUR k Krankenhaus Rummelsberg gGmbH The 3-year planning process is a fundamental component of corporate planning and reflects management expectations, which do not differ materially from external data, in the context of the general legal conditions for each unit. Here, the key focus of the multi-annual planning process lies in performance and revenue planning, cash flow and investment planning. In the process, macroeconomic planning premises specified by management, which are based on current legal, macroeconomic and market-specific developments and general conditions as well as an assessment of their future development, are prescribed and must be taken into account by the Group’s institutions. The respective state-wide base rates are established centrally for the service and revenue planning and prescribed for each state. The assumptions used for the trend in costs are based on the economic operating capability of the institutions and social framework conditions. For investment, pending replacements are projected with the help of the Group’s own specialists for buildings and medical technology. With new companies, the infrastructure is gradually brought up to Sana standards, which follow in part from the investment obligations contained in the purchase agreement. The following table shows the most significant goodwill compared with the total carrying amount: in EUR k 2010 Gesundheitseinrichtungen Hameln-Pyrmont GmbH 49,620 49,620 Krankenhaus Rummelsberg gGmbH 1) 47,367 47,367* Regio Kliniken GmbH 29,739 29,739 Klinikum Duisburg GmbH 29,098 29,098 Herzzentrum Dresden GmbH-University Hospital Dresden 28,013 28,013 Other goodwill 33,383 32,518 217,220 216,355* 1) 120 2011 Impairment from an increase in the discount rate of Perpetual cash flow Impairment from a reduction in the perpetual cash flow of 5,211 1,649 in % points 26,762 1.8 Regio Kliniken GmbH 79,865 4.2 11,680 – Sana Kliniken Düsseldorf GmbH 53,018 2.8 11,448 3,084 There is no other change to a key assumption considered possible that would lead to a write-down for other goodwill. 10. Investments accounted for using the equity method On the balance sheet date, the Group holds shares in Krankenhausbetriebsgesellschaft Bad Oeynhausen mbH, Bad Oeynhausen, which has charitable status, in Vereinigte Gesundheitseinrichtungen Mittelsachsen GmbH, Freiberg, and a holding in Gesundheitsnetz östliches Holstein Management GmbH, Eutin, which was acquired in 2010, which are accounted for using the equity method. As a result of the acquisition in Klinikum Dahme-Spreewald GmbH, Lübben, which has charitable status, on the balance sheet date 31 December 2010 this entity has been included in the consolidated financial statements as a fully consolidated subsidiary of Sana Kliniken AG since this date in accordance with IFRS 3. In contrast to the previous year, pro rata revenues accruing to Sana Kliniken AG and the company’s net income for the period are therefore no longer shown under revenue and profits for the period of associates in the financial year. With regard to the voting rights acquired, please refer to our explanations in the section entitled ‘List of Shareholdings’. Other holdings in excess of 20 per cent are not accounted for using the equity method since no significant influence is exerted. Acquired on 1 September 2010, item marked *) differs from the annual financial statements because of the restatement of the IFRS opening balance sheet of Krankenhaus Rummelsberg gGmbH, cf. Note – 3 Business combinations. 121 Hospital with a future ANNUAL REPORT OF SANA KLINIKEN AG 2011 From the company Group management report Consolidated financial statements Further information Notes to the consolidated financial statements The following table contains summary financial information about the holdings accounted for using the equity method: in EUR k Measurement categories for financial assets: in EUR k 2011 2010 Current assets 58,897 58,496 Non-current financial assets Non-current assets 21,186 20,772 Balance sheet total 80,083 79,268 Available-for-sale securities (Available for Sale (AfS)) 1) Current liabilities – 20,593 – 25,831 Non-current liabilities – 23,814 – 23,112 Total liabilities – 44,407 – 48,943 35,676 30,325 Pro rata net assets Share of the revenue and profits for the period of associates: Revenue Carrying amount of the holdings Measured at fair value through profit or loss Fair Value through Profit and Loss (FVTPL) – held for trading purposes 108,575 5,132 3,183 24,589 23,571 The difference between the pro rata net assets and the carrying amount of the holdings is based on the write-down of the holding in Krankenhausbetriebsgesellschaft Bad Oeynhausen mbH to fair value. As a result of their charitable status, the indirect and direct holdings in the hospital companies may not pay any dividends. 2010 3,056 2,517 674 574 3,730 3,091 26,152 20,033 0 23 26,152 20,056 Current financial assets Held-to-maturity 98,120 Profits for the period Loans and receivables 2011 1) djustment to the previous year’s figures: the holdings of EUR 2,517 thousand, which were allocated to the A measurement category “measured at fair value through profit or loss”, were reclassified into the measurement category “available-for-sale securities”. The derivative financial instruments did not have to be allocated to a category in the previous year since they were classified as a cash flow hedge. The previous year’s figures were therefore adjusted accordingly. The holdings shown under the measurement category “available-for-sale securities” are measured at cost, since the fair value cannot be reliably established. The holdings are mainly holdings in medical supply centres. The fair value cannot be reliably established since there are no market values. The Group does not intend to sell the holdings. The net profit from financial assets measured at fair value and held-for-trading comes to EUR 471 thousand (previous year: EUR 756 thousand). The expenses of EUR 0 thousand (previous year: EUR 203 thousand) and income of EUR 471 thousand (previous year: EUR 959 thousand) are recognised in the income statement as part of the financial result. There are no contingent liabilities resulting from the shares in associates. 11. Other financial assets 2011 2010 The net profit from the measurement category “loans and receivables” comes to EUR 37 thousand (previous year: EUR 27 thousand). 3,056 2,517 12. Inventories 323 401 0 1,673 224 111 Non-current security deposits 1) 127 62 Prepaid expenses 2) 725 479 4,455 5,243 26,152 20,056 26,152 20,056 in EUR k Non-current financial assets Holding Loans 1) Derivative financial instruments Other non-current receivables 1) in EUR k 2011 2010 Materials and supplies 28,625 27,097 Work in progress 18,542 16,218 Merchandise 2,175 2,048 49,342 45,363 Current financial assets Securities 1) 2) Work in progress refers to treatment services for patients, whose treatment was not yet completed on the balance sheet date. Materials, supplies and merchandise are owned by the Sana Group. There are no assignments or pledges. The fair value equals the carrying values. Not within the scope of IFRS 7. The change in securities in the financial year consists of inflow of EUR 2,000 thousand (previous year: EUR 2,000 thousand) and outflow of EUR 8,096 thousand (previous year: EUR 18,835 thousand). 122 123 Hospital with a future ANNUAL REPORT OF SANA KLINIKEN AG 2011 From the company Group management report Consolidated financial statements Further information Notes to the consolidated financial statements 13.Trade and other receivables (current) in EUR k 2011 2010 Prepaid expenses 919 724 3,969 3,441 4,888 4,165 The following fall within the measurement category loans and receivables: Trade receivables Receivables resulting from the German hospital financing legislation Receivables from shareholders Other miscellaneous receivables Total trade and other receivables in EUR k Neither past due nor impaired at the balance sheet date The following do not fall within the scope of IFRS 7: Receivables from the tax authorities Presentation of the credit risks contained in trade receivables: 187,520 193,612 2011 2010 142,360 136,166 Not impaired on the balance sheet date and past due in the following time bands Less than 30 days 25,273 37,839 Between 30 and 60 days 3,945 5,669 Between 61 and 90 days 3,926 5,028 Between 91 and 180 days 5,931 6,093 324 264 Between 181 and 365 days 18,936 13,458 1,053 160 More than 365 days 1,450 23 40,849 54,916 13,038 13,678 24,622 21,771 220,547 220,908 Write-downs attributable thereto – 20,311 – 19,241 225,435 225,073 Carrying amount of trade receivables 187,520 193,612 Impaired trade receivables (gross) Trade and other receivables do not include any financial instruments held-to-maturity, held-for-trading or availablefor-sale. Trade and other receivables are therefore allocated to the category loans and receivables in their entirety. There were no indications that write-downs were required for non-impaired trade receivables on the balance sheet date. The fair values match the reported carrying amounts. In the financial year, trade receivables totalling EUR 3,167 thousand (previous year: EUR 1,951 thousand) were derecognised and charged to the income statement. These charges were offset by incoming payments on receivables that had already been written-down of EUR 243 thousand (previous year: EUR 311 thousand) and interest income on receivables of EUR 109 thousand (previous year: EUR 41 thousand). Receivables resulting from German hospital financing legislation (essentially Krankenhausentgeltgesetz (German Law on Hospital Fees) and Bundespflegesatzverordnung (German Federal Ordinance on Hospital and Nursing Charges)) include undisputed receivables from previous years where settlement is imminent. Other miscellaneous receivables include receivables from doctors’ pools, creditors with debtor balances and other receivables. Of this figure, EUR 1,003 thousand (previous year: EUR 1,567 thousand) were past due on the balance sheet date. EUR 152 thousand (previous year: EUR 1 thousand) were up to one month past due and not written-down, of the receivables, which were over one month past due, EUR 32 thousand (previous year: EUR 23 thousand) were not written-down. In total, other miscellaneous receivables contain write-downs totalling EUR 173 thousand (previous year: EUR 110 thousand) on the balance sheet date. There have been the following changes to write-downs on trade receivables: in EUR k 2010 19,241 13,387 Consumption 3,132 1,635 Reversals 2,470 463 Allocations As at 31 December 14. Cash and cash equivalents in EUR k 2011 As at 1 January As a result of this, the net profit from the measurement category loans and receivable comes to EUR – 7,080 thousand (previous year: EUR – 7,280 thousand) allowing from expenses and income from write-downs. The expenses of EUR 9,903 (previous year: EUR 8,095 thousand) and income of EUR 2,823 thousand (previous year: EUR 815 thousand) are recognised as part of the income statement. 6,672 7,952 20,311 19,241 2011 2010 Credit balances with financial institutions and cash in hand 80,925 78,791 Current deposits originally < three months 118,566 100,948 199,491 179,739 Cash and cash equivalents are allocated to the category loans and receivables. Interest is paid on credit balances with financial institutions at variable interest rates for call money. Current deposits are placed for different periods and interest is paid at the interest rates applicable to current deposits at the time. In principle, current deposits are subject to minor fluctuations in value and constitute cash available at any time. The fair value of cash and cash equivalents matches the carrying amount. 124 125 ANNUAL REPORT OF SANA KLINIKEN AG 2011 Hospital with a future From the company Group management report Consolidated financial statements Further information Notes to the consolidated financial statements As at 31 December 2011, the Group had unutilised overdraft facilities of EUR 70,000 thousand (previous year: EUR 81,500 thousand). Of the cash and cash equivalents, EUR 19,773 thousand (previous year: EUR 17,951 thousand) is attributable to three Group companies, which will retain their charitable status for the foreseeable future. As a result of this charitable status, there are restrictions on the extent to which the Group can make use of these funds. The net profit from loans and receivables amounts to EUR 2,144 thousand (previous year: EUR 1,805 thousand). 16. Financial liabilities The Group’s financial liabilities must, with the exception of liabilities under finance leases, be allocated in their entirety to the measurement category “measured at amortised cost”. There are no liabilities held for trading purposes. in EUR k 2011 2010 415,030 457,158 46,409 49,816 Shareholder loans 59,119 60,006 Other interest bearing loans 14,900 15,398 120,428 125,220 535,458 582,378 37,680 26,463 Liabilities under finance leases 3,406 4,147 Shareholder loans 1,340 667 Non-current financial liabilities Liabilities to banks / debt instruments 15. Equity The annual shareholders’ meeting of Sana Kliniken AG on 16 June 2011 resolved to increase the share capital of EUR 120,000,000, which is divided into 120,000,000 no-par registered shares by up to EUR 160,000,000 to up to EUR 280,000,000 in return for cash contributions. All shareholders of Sana Kliniken AG made full use of their right to subscribe for new shares, meaning that all 160,000,000 new shares are subscribed. The capital increase was registered in the Commercial Register on 29 August 2011. EUR 80,000,000 was previously paid in, meaning that the share capital has increased to EUR 200,000,000 in the financial year. Other financial liabilities Liabilities under finance leases Current financial liabilities Liabilities to banks The transaction costs of the capital increase of EUR 678 thousand were accounted for as a deduction from retained earnings. In the year under review, EUR 750 thousand from the net income for the financial year was allocated to legal reserves in accordance with section 150 of the German Companies Act (AktG) to ensure that this together with the capital reserve of EUR 19,173 thousand amounts to one tenth of the share capital. The articles of association of Sana Kliniken AG do not provide for a different, larger amount. Of the retained earnings, which have accumulated from retained profits, EUR 23,800 thousand (previous year: EUR 22,144 thousand) is attributable to longstanding charitable Group companies. As a result of this charitable status, there are restrictions on the extent to which the Group can make use of this part of retained earnings. Other reserves contain all the unrealised losses (previous year: profits) resulting from interest rate swaps used to hedge interest rate risks and measured at fair value. In the financial year, EUR 3,982 thousand (previous year: EUR 3,950 thousand) was transferred into the income statement before tax and a pre-tax loss of EUR 6,225 thousand (previous year: EUR 2,949 thousand) was transferred to equity with no impact on the income statement. The balance after taxes amounts to EUR – 1,525 thousand (previous year: EUR 680 thousand). The Management Board is authorised by virtue of the resolution by the annual shareholders’ meeting on 21 December 2009 to place profit participation certificates worth up to EUR 100.0 million with existing shareholders and related parties. The profit participation certificate is designed as an equity instrument and fulfils the requirements of IAS 32 for classification as equity. Key features here relate to the fact that the profit participation certificates cannot be cancelled by holders of the certificates, the annual interest rate of 8 per cent (at least 6 per cent) is linked to the dividend payment of Sana Kliniken AG and the financial instruments are subordinate. Profit participation certificates EUR 63,559 thousand (previous year: EUR 63,759 thousand) were placed up to 31 December 2011. Other financial liabilities Other interest bearing loans Total financial liabilities 148 322 4,894 5,136 42,574 31,599 578,032 613,977 The liabilities to banks totalling EUR 452,710 thousand (previous year: EUR 483,621 thousand) contain borrowings of EUR 243,000 thousand (previous year: EUR 256,200 thousand), consisting of a promissory note loan of EUR 120,000 thousand and a tranche of the promissory note loan issued in April 2010 of EUR 123,000 thousand. These liabilities are not secured by mortgages. The resultant interest rate risks are largely hedged through interest rate swaps of EUR 195,000 thousand. The carrying amount of the floating rate financial liabilities matches the fair value. The carrying amount of fixed rate liabilities to banks, shareholder loans and other fixed rate loans of EUR 281,012 thousand compares with a fair value of EUR 284,387 thousand. Of the liabilities to banks, EUR 39,847 thousand (previous year: EUR 36,393 thousand) is attributable to loans subsidised in accordance with the German Hospital Financing Act. There are unsecured overdraft facilities of EUR 70,000 thousand in total. The shareholder loans are available to Sana long-term. For EUR 29,000 thousand, there are also unilateral options to extend until financial year 2023 and 2025 respectively. The other interest bearing loans contain a loan from Provinzial Rheinland of EUR 14,425 thousand entered into in connection with the takeover of Kliniken Duisburg. It could not be recognised under the item for shareholder loans because of the lack of a direct link to the shareholder Provinzial Krankenversicherung Hannover AG. 126 127 Hospital with a future ANNUAL REPORT OF SANA KLINIKEN AG 2011 From the company Group management report Consolidated financial statements Further information Notes to the consolidated financial statements The interest rate risks are as follows: 31.12.2011 Interest rate1) in % 31.12.2010 Carrying amount in EUR k Interest rate1) in % Carrying amount in EUR k Liabilities to banks 2) Current Non-current 4.56 37,680 4.79 26,463 4.56 415,030 4.79 457,158 452,710 483,621 The key conditions and the term of the interest rate swap contracts were negotiated in line with the conditions of the underlying obligations under the notes. The hedging transactions are rated as highly effective. An unrealised loss after taxes of EUR 1,525 thousand (previous year: profit of EUR 680 thousand) from this hedging instrument was therefore recognised in equity. The derivative financial instruments are stated at market values based on accepted valuation models using current market data. The Treasury department monitors and manages these in close consultation with the Management Board. 2011 Fair value Term Liabilities under finance leases 3) Current Non-current 5.59 3,406 5.68 4,147 5.59 46,409 5.68 49,816 49,815 53,963 Interest rate swap liability Shareholder loans 3) Current Non-current 5.18 1,340 4.42 667 5.18 59,119 5.20 60,006 60,459 60,673 Other interest-bearing loans 3) Current Non-current 5.41 148 5.32 322 5.41 14,900 5.32 15,398 Total amount 1) 2) 3) 15,048 15,720 578,032 613,977 Weighted average. Including floating rate liabilities to banks of EUR 48,000 thousand. Fixed interest. in EUR k 2011 2010 2011 – 59,759 2012 65,105 60,693 2013 116,897 116,558 2014 107,199 114,455 2015 223,502 223,695 2016 29,554 29,284 2017 34,575 37,936 Thereafter 91,983 82,260 668,815 724,640 The cash outflow shown in the above time bands contain repayments for subsidised loans totalling EUR 39,847 thousand (previous year: EUR 36,393 thousand) and interest totalling EUR 90,783 thousand (previous year: EUR 110,663 thousand). Hedging transactions to hedge cash flow As at 31 December 2011, there are nine interest rate swaps totalling EUR 195,000 thousand, which are classified as hedging transactions. These serve in the amount of EUR 120,000 thousand to hedge the interest cash flow of the promissory note facilities issued in 2007. The Group receives 6-month Euribor from these six interest rate swaps and pays a fixed interest rate of 4.12 per cent on average in return. Three interest rate swaps amounting to EUR 75,000 thousand serve to hedge interest cash flow on the promissory note loan issued in April 2010. Here, too, the Group receives 6-month Euribor and pays a fixed interest rate of 1.7 per cent p.a. 128 Maximum interest rate or fixed interest Reference amount 31.12.2011 in EUR k from to in % in % in EUR k – 303 24.08.2010 13.04.2015 1.771 1.700 30,000 – 298 24.08.2010 13.04.2015 1.771 1.700 35,000 – 85 24.08.2010 13.04.2015 1.771 1.700 10,000 – 504 31.12.2007 15.02.2013 1.726 4.187 12,000 – 4,133 15.08.2007 15.08.2015 1.726 4.440 35,000 – 1,285 31.12.2007 31.12.2014 1.640 4.223 15,000 – 1,256 31.12.2007 30.12.2014 1.640 4.218 15,000 – 1,926 31.12.2007 30.12.2014 1.640 4.218 23,000 – 2,604 31.12.2007 30.12.2014 1.640 3.25 or 6.25 1) 20,000 2010 Cash outflow from the financial instruments recognised under financial liabilities in accordance with IFRS 7 are as follows: Reference interest rate 31.12.2011 Interest rate swap asset Interest rate swap liability 1) 31.12.2010 31.12.2010 669 24.08.2010 13.04.2015 1.204 1.700 30,000 781 24.08.2010 13.04.2015 1.204 1.700 35,000 223 24.08.2010 13.04.2015 1.204 1.700 10,000 – 791 31.12.2007 15.02.2013 1.154 4.187 12,000 – 3,808 15.08.2007 15.08.2015 1.154 4.440 35,000 – 1,195 31.12.2007 31.12.2014 1.035 4.223 15,000 – 1,185 31.12.2007 30.12.2014 1.035 4.218 15,000 – 1,817 31.12.2007 30.12.2014 1.035 4.218 23,000 – 2,215 31.12.2007 30.12.2014 1.035 3.25 or 6.25 1) 20,000 – 812 03.05.2004 30.09.2014 0.880 4.040 13,200 3.25 % on fulfilment of the digital condition, otherwise 6.25 %. The Group uses the following hierarchy to determine and to recognise the fair values of financial instruments per measurement process: • Level 1: Listed (unadjusted) prices on active markets for assets or liabilities of the same type. • Level 2: Procedure where all input parameters, which have a material impact on the recognised fair value, are observable either directly or indirectly. • Level 3: Procedures, which use the input parameters that have a material impact on the recognised fair values and are not based on observable market data. In the Sana Group, securities with a carrying amount of EUR 3,886 thousand (previous year: EUR 0) fall under level 1 and of EUR 22,266 thousand (previous year: EUR 20,056 thousand) under level 2. As in the previous year, all derivatives must be allocated to level 2. 129 Hospital with a future ANNUAL REPORT OF SANA KLINIKEN AG 2011 From the company Group management report Consolidated financial statements Further information Notes to the consolidated financial statements 17.Pensions and other post-retirement benefit schemes The Group has established defined benefit pension schemes for employees in six hospitals, a services company and in Sana Holding. In essence, they are direct commitments to pay old age, invalidity and surviving dependants’ benefits on the basis of the German civil service regulations, the pension scheme and works agreements. The Group’s payments vary depending on the features of the pension scheme and, as a rule, are dependent on the time the employee spends working for the Group and how much he / she earns. Internally, the obligations are financed by allocations to provisions based on actuarial calculations. In addition, the Sana Group pays contributions to the Versorgungsanstalt des Bundes und der Länder (VBL = Pension Institution of the Federal Republic and the Länder) or public sector supplementary pension plans (ZVK) and other defined contribution benefits. In the financial year, these contributions were recognised in the income statement in the amount of EUR 35,113 thousand (previous year: EUR 33,857 thousand). In the financial year, the employer contributions to the statutory pension insurance fund amounted to EUR 61,055 thousand (previous year: EUR 55,467 thousand). The defined benefit obligation (DBO) has developed as follows: in EUR k Defined benefit obligation as at 1 January Current service cost Interest expense for acquired pension rights Pension payments made Actuarial losses / gains Defined benefit obligation as at 31 December 2011 2010 17,784 18,919 11 153 830 901 – 1,738 – 2,020 1,177 – 169 18,064 17,784 The actuarial losses include experience-based adjustments of EUR 426 thousand (previous year: EUR 73 thousand). The fair value of the plan assets has developed as follows: The components of the expenses for defined benefits recognised in the consolidated income statement and the amounts stated in the consolidated balance sheet for the respective plans are presented in the following table: in EUR k 638 694 Expenses for benefits included in staff costs Pension payments from the plan assets 0 – 85 Anticipated income from the plan assets 29 31 0 –2 667 638 in EUR k Current service cost Interest expense Changes to pension plans Netted actuarial losses / gains Anticipated income from the plan assets 2011 2010 11 153 830 901 0 0 83 – 25 – 29 – 30 895 999 Fair value of the plan assets as at 1 January Actuarial losses Fair value of the plan assets as at 31 December 2011 2010 The Group is not expecting to make any further contributions to defined-benefit pension plans in 2012. The plan assets consist of reinsurance agreements. The anticipated return on the plan assets amounts to 4.35 per cent (previous year: 4.50 per cent). The basic assumptions for calculating the pension obligations from the Group’s pension plans are shown below: Liabilities from defined benefit obligations Reconciliation of the defined benefit obligation (DBO) with the provision for pensions: in EUR k Defined benefit obligations (DBO) Fair value of the plan assets Unrecognised actuarial losses / gains Provision for pensions 130 2011 2010 18,064 17,784 – 667 – 638 17,397 17,146 – 908 210 16,489 17,356 in % 2011 2010 Actuarial interest rate 4.7 5.3 Salary trend 2.2 2.2 Pension trend 1.5 1.5 The Heubeck mortality tables 2005 G are used for mortality and invalidity. Probable staff turnover was calculated specifically for the Group. 131 Hospital with a future ANNUAL REPORT OF SANA KLINIKEN AG 2011 From the company Group management report Consolidated financial statements Further information Notes to the consolidated financial statements The defined benefit obligations and the plan assets break down as follows for the current and previous reporting periods: in EUR k Defined benefit obligation not financed with plan assets Defined benefit obligation financed with plan assets Plan assets 2011 2010 2009 2008 2007 16,163 15,981 17,020 15,324 18,101 1,901 1,803 1,899 2,195 1,770 667 638 694 1,079 731 20. Other provisions Non-current provisions in EUR k As at 1 January 2011 Anniversaries Total 10,130 2,279 12,409 Utilisation 3,434 264 3,698 Reversal 1,259 318 1,577 395 144 539 Allocation 18.Liabilities resulting from the Krankenhausfinanzierungsgesetz (German Hospital Financing Act) Secondary liability risks KSA 1) Time value of money 59 165 224 5,891 2,006 7,897 MDK risks1) Structural adjustments Total 17,408 14,309 31,717 Utilisation 8,791 422 9,213 Reversal 3,676 660 4,336 Allocation 14,995 1,489 16,484 19,936 14,716 34,652 2011 20101) As at 31 December 2011 1) Municipal equalisation. Current provisions In essence, liabilities under the Krankenhausfinanzierungsgesetz (German Hospital Financing Act) relate to unspent individual subsidies for construction measures, which are expected to be spent as follows: in EUR k As at 1 January 2011 in EUR k 2011 2011 2010 – 46,355 2012 45,099 8,112 2013 8,822 633 As at 31 December 2011 2014 2,727 536 1) 2015 206 1,488 2016 220 0 57,074 57,124 The cash outflow in the above time bands contain interest totalling EUR 575 thousand (previous year: EUR 584 thousand). 19.Negative market values of derivative financial instruments There are no derivative financial instruments apart from hedging transactions classified as cash flow hedges and recognised in equity at their fair value. The maturity analysis of derivative financial instruments’ cash flow (previous year net cash flow) is assumed to be as follows as at 31 December 2011: in EUR k 21. Other liabilities in EUR k Non-current other financial liabilities Outstanding purchase price payments 50,252 51,179* Other miscellaneous financial liabilities 14,786 4,813 4,891 5,774 Public sector supplementary pension plan liabilities Liabilities resulting from the Krankenhausfinanzierungsrecht (German Hospital Financing Act) 4,809 2,153 74,738 63,919* Employee-related liabilities 64,406 70,632 Other miscellaneous financial liabilities 25,831 34,214* 20,367 24,820 17,779 39,754* 1,583 3,996 Current other financial liabilities 2011 2010 2011 – 3,795 Liabilities resulting from the Krankenhausfinanzierungsrecht (German Hospital Financing Act) 2012 3,933 3,273 Outstanding purchase price payments 2013 4,525 2,382 Liabilities from third-party funds 2014 3,688 1,932 Advance payments received 2015 932 442 13,078 11,824 Total other financial liabilities 1) Derivative financial instruments have a carrying value of EUR 12,394 thousand (previous year: EUR 11,824 thousand). 132 Medical Service of the Health Funds. 429 430 130,395 173,846* 205,133 237,765* Items marked * differ from the annual financial statements because of the restatement of the IFRS opening balance sheet of Krankenhaus Rummelsberg gGmbH, cf. Note – 3 Business combinations. 133 Hospital with a future ANNUAL REPORT OF SANA KLINIKEN AG 2011 From the company Group management report Consolidated financial statements Further information Notes to the consolidated financial statements The Group’s other financial liabilities must be allocated in their entirety to the measurement category “measured at amortised cost”. There are no other financial liabilities held for trading purposes. 22.Contingencies and other obligations Obligations under operating leases – Group as lessee The fair value equals the carrying values reported on the liabilities side. The Group has concluded hire agreements and leases for various vehicles, operating and office equipment and for medical equipment. The leases have an average term of between 3 and 5 years and do not include any options to extend. There are also various tenancy agreements covering land and buildings as well as leasehold agreements with a term of up to 99 years. Other liabilities not falling within the scope of IFRS 7 in EUR k 2011 2010 2,952 6,410 17,171 17,166 Deferred income 4,712 4,795 Liabilities to social security organisations 1,034 746 22,917 22,707 25,869 29,117 Non-current Liabilities under partial retirement agreements Current Liabilities to the tax authorities Total in EUR k Cash outflow from the financial instruments recognised under other liabilities in accordance with IFRS 7 are planned as follows: in EUR k 2011 2010 1) 2011 – 173,846* 2012 130,395 24,899* 2013 26,484 5,483* 2014 5,235 5,404* 2015 8,043 7,742 2016 2,437 2,379 2017 1,510 1,864 2018 Thereafter 1) On the balance sheet date, the following minimum lease payments are owed on operating leases that cannot be cancelled: 1,490 1,705 32,387 27,087 207,981 250,409* Within one year Between one and five years Over five years 2011 2010 16,568 11,582 51,213 35,392 105,336 70,991 173,117 117,965 In the year under review, payments under leases of EUR 17,857 thousand (previous year: EUR 16,436 thousand) are recognised as expense. Contingent payments of EUR 1,374 thousand (previous year: EUR 1,139 thousand) were also made under tenancies and leases. These are offset by incoming payments from sub-tenancies of EUR 592 thousand (previous year: EUR 566 thousand). Obligations under operating leases – Group as lessor The Group has concluded leases covering the commercial letting of its investment property. Investment property comprises two apartment buildings, an office building that is let, an undeveloped plot of land as well as a former hospital building plus land. The leases are both unlimited and limited in term and have residual terms of one year that can be cancelled. On the balance sheet date, the Group is owed the following future minimum lease payments on operating leases that cannot be cancelled: in EUR k Within one year Between one and five years 2011 2010 433 881 0 0 433 881 Items marked * differ from the annual financial statements because of the restatement of the IFRS opening balance sheet of Krankenhaus Rummelsberg gGmbH, cf. Note – 3 Business combinations. The cash outflow in the above time bands contain interest totalling EUR 2,848 thousand (previous year: EUR 12,644 thousand). 134 135 Hospital with a future ANNUAL REPORT OF SANA KLINIKEN AG 2011 From the company Group management report Consolidated financial statements Further information Notes to the consolidated financial statements Obligations under finance leases and hire purchase agreements 23.Related party disclosures The Group has concluded finance leases and hire purchase agreements for buildings, technical equipment as well as operating and office equipment. The agreements contain options to extend but no purchase options and escalation clauses. The legal entity in possession of the leased asset always has the option to extend. The following table contains the total amounts from transactions between related parties for the financial year in question and the previous year: The minimum future lease payments under finance leases and hire purchase agreements can be reconciled with their present values as follows: 2011 Minimum lease payments in EUR k Within one year Minimum lease payments 3,406 7,127 5,994 Present value of the minimum lease payments 21,193 11,895 22,391 12,477 Over five years 46,983 34,514 51,850 37,339 Interest included Present value of the minimum lease payments 74,170 49,815 81,368 – 24,355 – 27,405 49,815 53,963 Revenues from services agreements and other transactions 53,963 Expenses from other transactions Associates Klinikum Dahme-Spreewald GmbH, Lübben (associate until 30.12.2010) Kreiskrankenhaus Freiberg gGmbH, Freiberg 4,147 Between one and five years Total minimum lease payments Revenues from management agreements in EUR k 2010 Present value of the minimum lease payments Related parties Vereinigte Gesundheitseinrichtungen Mittelsachsen GmbH Gesundheitsnetz östliches Holstein Management GmbH 2011 0 0 0 2010 791 2 – 10 2011 0 0 0 2010 0 0 –1 2011 1,251 0 0 2010 1,033 0 0 2011 0 1 0 2010 0 0 0 Remuneration is paid at standard market conditions. The obligations under finance leases also contain immaterial obligations from the utilisation of services as part of IT service agreements in accordance with IFRIC 4. Receivables from related parties amount to EUR 0 thousand on the balance sheet date (previous year: EUR 1 thousand) and are unsecured, non-interest bearing and there are no guarantees of any kind. There are liabilities of EUR 900 thousand (previous year: EUR 420 thousand) from advance payments on profit-related compensation. Obligations to acquire plant, property and equipment As at 31 December 2011, there is a purchase obligation for the acquisition of property, plant and equipment of EUR 22,720 thousand (previous year: EUR 29,588 thousand). There are also contractually agreed investment obligations of EUR 78,360 thousand (previous year: EUR 134,244 thousand). Guarantees From the perspective of the Sana Group, there were the following contingent liabilities at the balance sheet date: • from guarantee lines of EUR 1,857 thousand (previous year: EUR 1,550 thousand) • from guarantees of EUR 495 thousand (previous year: EUR 559 thousand) There are no additional financial guarantees. Contingent obligation to repay subsidies The special items from subsidies received in accordance with the German Hospital Financing Act, which were not reported on the liabilities side as part of the purchase price allocation since they are not debts, amount to EUR 279,437 thousand as at 31 December 2011 (previous year: EUR 302,162 thousand). In the event of the hospitals in question withdrawing from the hospital plan, the funds would have to be repaid to the respective authority that provided the subsidy. Withdrawal from the hospital plan has been ruled out by Sana. As at 31 December 2011, the Group has not written down any receivables from related parties (previous year: EUR 0 thousand). The need to recognise impairment is checked every year when the financial position of the related party and the market in which it operates is reviewed. 24.Objectives and methods of financial risk management The key financial instruments used by the Group – with the exception of derivative financial instruments – comprise notes, bank loans and overdrafts, finance leases and hire purchase agreements as well as cash and cash equivalents and short-term deposits. The main purpose of these financial instruments is to finance the Group’s operating activities. The Group has various other financial assets and liabilities such as trade receivables and trade payables, which arise directly from its operating activities. The Group also enters into derivative transactions to a limited extent, namely solely in the form of interest rate hedging transactions, which must be approved by the Management Board of Sana. The purpose of these derivative financial instruments is to manage the interest rate risks that result from the Group’s operating activities and its funding sources. The amount and term of the interest rate hedging transactions is based on the planned interest payments. Hedging measures are carried out centrally by Sana’s Treasury department. The Sana Group does not trade in financial instruments as a matter of policy. 136 137 ANNUAL REPORT OF SANA KLINIKEN AG 2011 Hospital with a future From the company Group management report Consolidated financial statements Further information Notes to the consolidated financial statements The major risks to which the Group is exposed from financial risks are: Attention is focused here on minimising use of operating credit lines in addition to optimising the investment of credit balances. • Interest-related cash flow risks, • Liquidity risks and • Default risks. IFRS 7 requires sensitivity analyses to demonstrate the risks of interest rates changing. These show the repercussions of a hypothetical change in market interest rates on the net income for the period and equity. There are no foreign currency risks, since the Sana Group operates solely in Germany. The Management Board prepares and reviews guidelines on managing each of these risks. Please refer to the explanations in note 2 in these notes with regard to the Group’s accounting and measurement methods for derivatives. Changes in the market rates of financial instruments which were designed as part of a cash flow hedge to hedge interest rate-related fluctuations in cash flow, have repercussions on the hedging reserve in equity and are therefore taken into consideration in the equity-related sensitivity calculations. Interest-related cash flow risks Profits and losses on derivative financial instruments, which are classified as interest rate hedges, are recognised in equity with the effective portion of the hedge in accordance with IAS 39 (95). The following sensitivity analysis of the risks of interest rates changing shows the repercussions on the fair value of financial instruments and equity: The risk of changes in interest rates to which the Group is exposed mainly arises from non-current, floating rate financial liabilities. The funding requirement within the Sana Group is established as part of the annual planning process. Medium and long-term funding is secured through shareholder loans, notes and bank loans. The Group’s interest expense is managed through a combination of fixed rate and floating rate borrowings. To structure this combination of fixed rate and floating rate borrowings cost-effectively, the Group concludes interest rate swaps in individual cases, under which the Group swaps the difference established with reference to an agreed nominal amount between floating rate and variable rate amounts with the other party at specific intervals. The underlying borrowing and the interest flow resulting therefrom are hedged with these interest rate swaps. Default risk Essentially, the Group supplies services to members of the statutory social security system and also, to a lesser extent, to patients insured with private health insurance schemes. Hospital services are subject to the statutory regulations governing fees and are usually settled within the deadline prescribed by law. Default risks are also taken into account through individual write-downs and lump-sum write-downs. Receivables are monitored on an ongoing basis meaning that the Group is not exposed to any material default risk. There are no significant concentrations of default risk within the Group. In the event of a counterparty defaulting, the maximum default risk from the Group’s other financial assets, which contain cash and cash equivalents is the carrying amount of the instrument in question. Basis point change Increase of 100 basis points Value as at 31.12.2011 in EUR k Deferred taxes in EUR k Effects on equity in EUR k Value as at 31.12.2010 in EUR k Deferred taxes in EUR k Effects on equity in EUR k – 6,658 – 1,836 3,900 – 3,149 – 2,241 4,761 As at 31.12. – 12,394 – – – 10,151 – – Reduction of 100 basis points – 15,704 1,059 – 2,251 – 18,262 2,595 – 5,515 When all interest rate-sensitive items in the balance sheet are considered, an increase of 100 basis points would improve the net income for the period before taxes by EUR 872 thousand. On the other hand, a reduction of 100 basis points would reduce the profit for the period before taxes by EUR 872 thousand. The Sana Group pursues very conservative targets as part of its funding strategy. These are focused most notably on securing liquidity and the highest degree of planning certainty regarding funding costs. Starting from a rolling multi annual planning process, the Group’s capital requirement including funding to finance growth is derived. The ratios used to manage debt and capital efficiency form the framework of a continuous capital management process. Liquidity risk The Group’s liquidity is managed, secured and its entire funding activity coordinated via a central Treasury system. The daily financial status is calculated within the system, as is the monthly liquidity reporting based on anticipated cash flow from operating activities as well as financial investment taking maturities into account. Regular deviation analyses are carried out at both subsidiary and Group level using liquidity reports. The CFO of Sana Kliniken AG subsequently receives an aggregate Group liquidity report. The Supervisory Board is also informed of the trend in liquidity every quarter. In the process, explanations of selected items from the aggregate liquidity report are provided. The Group aims to achieve a balance between covering its funding requirement continuously and securing flexibility in the form of overdrafts, loans and leases. The Group’s internal Treasury directive stipulates that at least 50 per cent of financial liabilities must be hedged with a fixed rate agreement or an adequate derivative. As at 31 December 2011, more than 90 per cent benefit from quasi fixed rates (as was the case in the previous year). The RoCE (return on capital employed) reflects the return on capital invested long-term. Assets committed short-term are not taken into account in this ratio. The RoCE is calculated as a quotient of EBIT after taxes and invested capital. The invested capital consists of equity, financial liabilities less cash and cash equivalents, pensions and other noncurrent provisions and liabilities. For our internal management we consistently deduct goodwill, since this represents assets financed with subsidies as part of corporate acquisitions. Sana aims to achieve an RoCE of at least 1.5 times the cost of capital employed. The acquisition of new hospitals can lead to fluctuations here. An RoCE of 9.9 per cent has been achieved for the financial year (previous year: 10.3 per cent). The path of profitable growth taken by Sana can only be implemented if the financing structures provide sufficient flexibility and scope to exploit the potential for growth. Firstly, net gearing plays a role in this connection. Secondly, the gearing ratio is managed in relation to operating earnings before depreciation and amortisation (EBITDA). For the Group’s internal management a ceiling of 100 per cent has been set for net gearing, although this is only to apply in exceptional cases, i.e. as a consequence of the takeover of major acquisitions. 138 139 Hospital with a future ANNUAL REPORT OF SANA KLINIKEN AG 2011 From the company Group management report Consolidated financial statements Further information Notes to the consolidated financial statements 25. Other disclosures Employees On average, the Sana Group employed the following staff over the year: in EUR k 2011 2010 Medical services 2,954 2,698 Nursing services 7,742 7,463 Medical technical services 2,824 2,621 Functional services 2,433 2,247 580 779 Hospitals Business and supply services Technical services Administrative services Other staff Services companies Retirement homes Total 177 180 1,447 1,259 706 610 3,819 3,669 944 957 23,626 22,483 The Sana Group employs 1,368 trainees (previous year: 1,106) in various types of service. Executive bodies Members Bodo Bachmann, Anaesthetist, Klein Wesenberg Margitta Bergmann, Specialist Surgical Nurse, Bergen / Rügen Dr Karl-Joseph Bierth (Director), Member of the Management Board, Signal Krankenversicherung a. G., Mathematician, Herdecke Wolfram Ferse, Trade Union Secretary, ver.di Bundesverwaltung, Berlin Beate Fleischmann, Specialist Anaesthesia and Intensive Care Nurse, Oldenburg Rolf Florian (Director), Member of the Management Board, Debeka Krankenversicherungsverein a. G., Businessman, Dieblich Wilfried Johannßen (Director), Member of the Management Board, Allianz Private Krankenversicherungs-AG, Munich (until 16 June 2011) Axel Kampmann (Director (retired)), Schwanstetten (until 16 June 2011) Christian Ketterl, Anaesthesia Nurse, Oberkotzau Ramona Linne, Lecturer in Medicine, Berlin PD Dr Mohammad Maghsudi, Head Physician, Eutin (until 16 October 2011) Christian Molt (Director), Member of the Management Board, Allianz Private Krankenversicherungs-AG, Business Mathematician, Munich (from 16 June 2011) Dr Stefan Paech, Consultant Surgeon, Erkelenz (from 17 November 2011) Wolfgang Reif (Director), Member of the Management Board, Bayerische Beamtenkrankenkasse AG, Lawyer, Munich (from 16 June 2011) Heinz Jürgen Scholz (Director), Member of the Management Board, Continentale Krankenversicherung a.G., Mathematician, Zirndorf Prof. Dr Ernst-Wilhelm Zachow (Director), Chairman of the Management Board, Landeskrankenhilfe V.V.a.G., Mathematician, Lüneburg Management Board Dr Michael Philippi, Businessman, Cologne Thomas Lemke, Businessman, Dresden Dr med. Markus Müschenich, Doctor, Berlin (until 31 January 2012) Jan Stanslowski, graduate in Economic and Social Sciences, Dresden Current payments due to employees amount to EUR 2,043 thousand (previous year: EUR 1,825 thousand). Pension obligations come to EUR 1,342 thousand (previous year: EUR 1,275 thousand) for former members of the legal predecessor’s management. Supervisory Board The Supervisory Board received total emoluments of EUR 230 thousand (previous year: EUR 231 thousand). Chairman Director General Dr h.c. Josef Beutelmann, Chairman of the Management Board, Barmenia Krankenversicherung a. G., Businessman, Wuppertal Auditor’s total fee 1st Deputy Chairman Gabriele Gröschl-Bahr, Trade Union Secretary, ver.di Bundesverwaltung, Berlin Compensation paid to persons in key positions in the Group The total fee charged by the auditor for the financial year comes to EUR 1,441 thousand (previous year: EUR 1,527 thousand) for auditing services and to EUR 138 thousand (previous year: EUR 170 thousand) for confirmation services. No tax advisory services or other services were received in financial year 2011 (previous year: EUR 0 thousand). Exemption from disclosure 2nd Deputy Chairman Günter Dibbern (Director (retired)), Economist, Cologne (until 16 June 2011) Silke Lautenschläger (Director), Member of the Management Board, DKV Deutsche Krankenversicherung AG, Lawyer, Modautal (from 16 June 2011) 140 Use was made of the exemption from the duty of disclosure permitted in section 264 (3) of the German Commercial Code (HGB) for the following subsidiaries for financial year 2011 by virtue of a shareholder resolution: • Herzzentrum Dresden GmbH • Sana-Herzzentrum Cottbus GmbH • Sana-Krankenhaus Rügen GmbH • Sana-Medizintechnisches Servicezentrum GmbH • Sana Personal Service GmbH • Sana IT Services GmbH • Sana Ohre-Klinikum GmbH • Sana Arztpraxen Magdeburg GmbH • Sana Herzchirurgie Stuttgart GmbH • Sana Gesundheitscampus Wilhelmstraße GmbH 141 ANNUAL REPORT OF SANA KLINIKEN AG 2011 Hospital with a future From the company Group management report Consolidated financial statements Further information Notes to the consolidated financial statements 26. List of shareholdings Name Registered office Name Ownership in % Affiliates Ausbildungszentrum für Berufe im Gesundheitswesen GmbH (OKAZ) Eutin 94.80 1) Berufsfachschule für Krankenpflegehilfe am Krankenhaus Rummelsberg gGmbH Schwarzenbruck 100.00 1) Betriebs- und Verwaltungsgesellschaft mbH am Seenland Klinikum Hoyerswerda 49.00 Ismaning 91.00 Berlin 75.13 Schwendi 60.00 clinic.log Logistik- und Dienstleistungsgesellschaft mbH CoMedServ GmbH Fachklinik für Neurologie Dietenbronn GmbH Akademisches Krankenhaus of the University of Ulm Gesundheits-Akademie-Rügen GmbH 1) 51.00 1) Gesundheitscampus Wilhelmstraße GmbH Hameln 100.00 Gesundheitseinrichtungen Hameln-Pyrmont GmbH Hameln 51.00 Gesundheitseinrichtungen Hameln-Pyrmont Service GmbH Hameln 51.00 1) Dresden 100.00 Johannes Hospiz gGmbH Uetersen 55.43 1) Karl-Olga-Krankenhaus GmbH Stuttgart 74.00 Lübben 49.00 1) 2) Klinikum Dahme-Spreewald GmbH Lübben 49.00 2) Klinikum Dahme-Spreewald Reinigungsgesellschaft mbH Lübben 49.00 1) 2) Krankenhaus Rummelsberg gGmbH Krankenhaus vom Roten Kreuz Bad Cannstatt GmbH Duisburg Schwarzenbruck Stuttgart 49.00 2) 100.00 54.76 1) Hoyerswerda 49.00 1) 2) Lausitz Clean GmbH Hoyerswerda 49.00 1) 2) Lausitz Med GmbH Hoyerswerda 49.00 1) 2) Lausitzer Seenland Klinikum GmbH Hoyerswerda 49.00 2) Medizinisches Versorgungszentrum GmbH am Seenland Klinikum Duisburg 49.00 1) 2) Hoyerswerda 49.00 1) 2) MVZ Elmshorn GmbH Uetersen 74.90 MVZ Management GmbH Uetersen 74.90 1) MVZ Norderstedt GmbH Uetersen 74.90 1) MVZ Pinneberg GmbH Uetersen 74.90 1) MVZ Quickborn GmbH Uetersen 74.90 1) MVZ Uetersen GmbH Uetersen 74.90 1) Regio Alten- und Pflegeheim Elbmarsch GmbH Uetersen 74.90 1) Regio Ambulanter Pflegedienst GmbH Uetersen 74.90 1) Regio Kliniken GmbH Uetersen 74.90 Regio Privatklinik GmbH Uetersen 74.90 1) Regio Reha GmbH Uetersen 74.90 1) Regio Sanitätshaus GmbH Uetersen 74.90 1) RKU Ambulante Rehabilitation und Therapie gGmbH Ulm 50.00 1) 2) RKU Invest GmbH Ulm 50.00 2) RKU-Universitäts- und Rehabilitationskliniken Ulm gGmbH Ulm 50.00 2) Sana Arztpraxen Magdeburg GmbH Haldensleben 100.00 1) Sana Arztpraxen Remscheid GmbH Remscheid 94.90 1) Bergen auf Rügen 100.00 1) Berlin 75.13 1) Sana Berlin-Brandenburg Immobilienmanagement GmbH Hameln 60.00 Sana DGS GmbH Ismaning 60.00 Sana DGS pro.service GmbH Ismaning 60.00 1) Berlin 75.13 1) Hof 100.00 1) Hameln 75.13 1) Sana Gesundheitszentren Berlin-Brandenburg GmbH Sana Gesundheitszentrum Hof GmbH Sana Gesundheitszentrum Niedersachsen GmbH Sana Herzchirurgie Stuttgart GmbH Sana Holding Bad Oeynhausen GmbH Lausitz Catering GmbH Medizinisches Versorgungszentrum Duisburg Süd GmbH Uetersen sana centru.medis GmbH Klinikum Dahme-Spreewald Dienstleistungsgesellschaft mbH 1) 74.90 1) Ownership in % RAS Regio Arbeitsmedizin und Service GmbH Sana Arztpraxen Rügen GmbH Herzzentrum Dresden GmbH University Hospital Klinikum Duisburg GmbH 142 Bergen auf Rügen 1) 2) Registered office Sana IT Services GmbH Sana Klinik Pegnitz GmbH Sana Kliniken Düsseldorf GmbH Sana Kliniken Lübeck GmbH Sana Kliniken Ostholstein GmbH Stuttgart 100.00 Bad Oeynhausen 100.00 Ismaning 100.00 Pegnitz 100.00 Dusseldorf 51.00 Lübeck 94.80 Eutin 94.80 Munich 100.00 Sana Klinikum Hof GmbH Hof 100.00 Sana Klinikum Hof Schulen gGmbH Hof 100.00 1) Sana Managementgesellschaft mbH Ismaning Sana Kliniken Solln Sendling GmbH Sana Medizinisches Versorgungszentrum Düsseldorf GmbH 100.00 Dusseldorf 51.00 1) Sana mobil GmbH Haldensleben 60.00 1) Sana Ohre-Klinikum GmbH Haldensleben 100.00 Ismaning 100.00 Bad Wildbad 100.00 Remscheid 100.00 Sana Personal Service GmbH Sana Realinvest GmbH Neurologisches Rehabilitationszentrum Quellenhof in Bad Wildbad GmbH Bad Wildbad 55.00 OsteMed Kliniken und Pflege GmbH Bremervörde 49.90 OsteMed Service GmbH Zeven 49.90 Paritätische Gesundheitszentrum GmbH Berlin 75.13 1) Sana TGmed GmbH Ismaning 51.00 PKS Pinneberger Kliniken Servicegesellschaft mbH Uetersen 74.90 1) Sana-Catering-Service GmbH Ismaning 77.00 PNZ GmbH Stuttgart 54.76 1) Sana-Herzzentrum Cottbus GmbH Cottbus 100.00 PTS Pinneberger Textil-Service GmbH Uetersen 30.60 Sana-Klinik Nürnberg GmbH - Am Birkenwald Nuremberg 100.00 Sana Rechnungswesen GmbH 2) Sana Rehabilitationsklinik Sommerfeld GmbH 1) 2) Sana Rheumazentrum Rheinland-Pfalz AG Bad Kreuznach 1) 2) Kremmen Bad Kreuznach 75.13 1) 88.84 143 Hospital with a future ANNUAL REPORT OF SANA KLINIKEN AG 2011 From the company Group management report Consolidated financial statements Further information Notes to the consolidated financial statements Auditor’s report Auditor’s report Name Sana-Klinik Zollernalb GmbH Sana-Kliniken Bad Wildbad GmbH Sana Kliniken Berlin-Brandenburg GmbH Sana-Klinikum Remscheid GmbH Sana-Krankenhaus Hürth GmbH Registered office Ownership in % Albstadt-Truchtelfingen 100.00 Bad Wildbad 100.00 Berlin 75.13 Remscheid 94.90 Hürth 100.00 Bergen auf Rügen 100.00 Sana-Medizintechnisches Servicezentrum GmbH Stuttgart 100.00 Städtische Seniorenheime Duisburg GmbH Duisburg Sana-Krankenhaus Rügen GmbH Uni-Cor GmbH Berlin 49.00 1) 2) Berlin 25.00 Ambulante GesundheitsService GmbH Mittelsachsen Freiberg 26.00 1) 3) Evangelisches Bildungszentrum für Gesundheitsberufe Stuttgart gGmbH Stuttgart 25.12 1) Hof 25.00 1) Forum Gesundheit gemeinnützige GmbH Gesundheitsnetz östliches Holstein Management GmbH HDZ-Service GmbH Herzkatheterlabor GbR Hof Eutin 47.40 1) 3) Bad Oeynhausen 50.00 1) 3) Hof Krankenhausbetriebsgesellschaft Bad Oeynhausen mbH 50.00 1) Bad Oeynhausen 50.00 1) 3) Kreiskrankenhaus Freiberg gGmbH Freiberg 26.00 1) 3) Kreiskrankenhaus Freiberg Service GmbH Freiberg 26.00 1) 3) Medizinisches Versorgungszentrum Freiberg GmbH Freiberg 26.00 1) 3) Bad Oeynhausen 50.00 1) 3) Medizinisches Versorgungszentrum HDZ-NRW GmbH MRT-Kooperations-GmbH Dresden 33.00 1) Reha-Tagesklinik im Forum Pankow GmbH Berlin 18.78 1) Reha-Tagesklinik im Forum Pankow GmbH & Co. Betriebs KG Berlin 18.78 1) Leverkusen 49.90 1) Pegnitz 50.00 1) Freiberg 26.00 3) RNR-Sana Medizinisches Versorgungszentren GmbH Sana Klinik Pegnitz MVZ GbR Vereinigte Gesundheitseinrichtungen Mittelsachsen GmbH 1) 2) 3) “We audited the consolidated financial statements prepared by Sana Kliniken AG, Ismaning – consisting of the income statement, the statement of comprehensive income, the balance sheet, the statement of changes in equity and the cash flow statement and the notes to the consolidated financial statements – as well as the Group management report for the financial year from 1 January to 31 December 2011. The preparation of the consolidated financial statements and the Group management report in accordance with IFRS, as adopted by the European Union, and the additional regulations of the German Commercial Code (HGB) pursuant to section 315a (1) HGB are the responsibility of the legal representatives of the company. Our responsibility is to express an opinion on the consolidated financial statements and on the Group management report based on our audit. 75.13 1) Other holdings 4QD-Qualitätskliniken.de GmbH We have issued the following auditor’s report on the consolidated financial statements and the Group management report: We conducted our audit of the consolidated financial statements in accordance with section 317 HGB and German generally accepted standards for the audit of financial statements promulgated by the Institut der Wirtschaftsprüfer [Institute of Public Auditors in Germany] (IDW). Those standards require that we plan and perform the audit such that misstatements materially affecting the presentation of the net assets, financial position and results of operations in the consolidated financial statements in accordance with the applicable financial reporting framework and in the Group management report are detected with reasonable assurance. Knowledge of the business activities and the economic and legal environment of the Group and expectations as to possible misstatements are taken into account in the determination of audit procedures. The effectiveness of the accounting-related internal control system and the evidence supporting the disclosures in the consolidated financial statements and the Group management report are examined primarily on a test basis within the framework of the audit. The audit includes assessing the annual financial statements of those entities included in consolidation, the determination of entities to be included in consolidation, the accounting and consolidation principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements and Group management report. We believe that our audit provides a reasonable basis for our opinion. Our audit has not led to any reservations. In our opinion, based on the findings of our audit, the consolidated financial statements comply with IFRS, as adopted by the EU and the additional requirements of German commercial law pursuant to Section 315a(1) HGB and give a true and fair view of the net assets, financial position and results of operations of the Group in accordance with these requirements. The Group management report is consistent with the consolidated financial statements and as a whole provides a suitable view of the Group’s position and suitably presents the opportunities and risks of future development.” Interest reflects the indirect holding. Control as per IAS 27.13. Accounted for using the equity method. Stuttgart, 29 February 2012 Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft Munich, 29 February 2012 Dr M. PhilippiT. Lemke 144 J. Stanslowski SöhnleDr Jungblut Wirtschaftsprüfer Wirtschaftsprüfer (German Public Auditor) (German Public Auditor) 145 Hospital with a future ANNUAL REPORT OF SANA KLINIKEN AG 2011 From the company Group management report Consolidated financial statements Further information Addresses Addresses of the Sana facilities Hospitals operated by Sana Hospitals in which Sana has a minority stake Fachklinik für Neurologie Dietenbronn GmbH Dietenbronn 7 D-88477 Schwendi Tel. +49 (0)7353 989-0 Fax +49 (0)7353 989-112 info@fachklinik-dietenbronn.de RKU – Universitäts- und Rehabilitationskliniken Ulm gGmbH Oberer Eselsberg 45 D-89081 Ulm Tel. +49 (0)731 177-0 Fax +49 (0)731 177-1005 information@rku.de Gesundheitseinrichtungen Hameln-Pyrmont GmbH Sana Klinikum Hameln-Pyrmont Saint-Maur-Platz 1 D-31785 Hameln Tel. +49 (0)5151 97-0 Fax +49 (0)5151 97-1155 info@sana-hm.de Sana Hanse-Klinikum Wismar 1) Störtebekerstraße 6 D-23966 Wismar Telefon 03841 330 wismar@sana.de Herzzentrum Dresden GmbH Universitätsklinik an der Technischen Universität Dresden Fetscherstraße 76 D-01307 Dresden Tel. +49 (0)351 450-0 Fax +49 (0)351 450-1552 info@herzzentrum-dresden.com Karl-Olga-Krankenhaus GmbH Hackstraße 61 D-70190 Stuttgart Tel. +49 (0)711 2639-0 Fax +49 (0)711 2639-2212 info@karl-olga-krankenhaus.de Krankenhaus Rummelsberg gGmbH Rummelsberg 71 D-90592 Schwarzenbruck Telefon 09128 50-40 Fax 09128 50-43051 verwaltung.khr@sana.de Krankenhaus vom Roten Kreuz Bad Cannstatt GmbH Badstraße 35 – 37 D-70372 Stuttgart Tel. +49 (0)711 5533-0 Fax +49 (0)711 5533-1262 info@rkk-stuttgart.de Neurologisches Rehabilitationszentrum Quellenhof in Bad Wildbad GmbH Kuranlagenallee 2 D-75323 Bad Wildbad Tel. +49 (0)7081 173-0 Fax +49 (0)7081 173-230 info@quellenhof.de Regio Kliniken GmbH Regio Klinikum Pinneberg Fahltskamp 74 D-25421 Pinneberg Tel. +49 (0)4101 217-0 Fax 04101 217-789 info@regiokliniken.de Regio Klinikum Elmshorn Agnes-Karll-Allee D-25337 Elmshorn Tel. +49 (0)4121 798-0 Fax 04121 798-181 info@regiokliniken.de Regio Klinikum Wedel Holmer Straße 155 D-22880 Wedel Tel. +49 (0)4103 962-0 Fax 04103 962-1 97 info@regiokliniken.de Sana Herzchirurgie Stuttgart GmbH Herdweg 2 D-70174 Stuttgart Tel. +49 (0)711 278-36110 Fax +49 (0)711 278-36159 info@sana-herzchirurgie.de Sana Klinik Pegnitz GmbH Langer Berg 12 D-91257 Pegnitz Tel. +49 (0)9241 981-0 Fax +49 (0)9241 981-222 info@sana-pegnitz.de Sana Klinikum Hof GmbH Eppenreuther Straße 9 D-95032 Hof Tel. +49 (0)9281 98-0 Fax +49 (0)9281 98-2735 info@klinikumhof.de Sana Kliniken Düsseldorf GmbH Sana Krankenhaus Gerresheim Gräulinger Straße 120 D-40625 Düsseldorf Tel. +49 (0)211 2800-01 Fax +49 (0)211 2800-971 info@sana-duesseldorf.de Sana Ohre-Klinikum GmbH Kiefholzstraße 27 D-39340 Haldensleben Tel. +49 (0)3904 474-0 Fax +49 (0)9281 98-2735 info@sana-ok.de Sana Krankenhaus Benrath Urdenbacher Allee 83 D-40593 Düsseldorf Tel. +49 (0)211 997-02 Fax +49 (0)211 997-1930 info@sana-duesseldorf.de Sana Kliniken Lübeck GmbH Kronsforder Allee 71 – 73 D-23560 Lübeck Tel. +49 (0)451 585-01 Fax 0451 585-1234 info-luebeck@sana.de Sana Rheumazentrum Rheinland-Pfalz AG Rheumakrankenhaus Kaiser-Wilhelm-Straße 9 - 11 D-55543 Bad Kreuznach Tel. +49 (0)671 93-0 Fax +49 (0)671 93-1999 srz-info@sana.de Karl-Aschoff Klinik mit Dependance Prieger Klinik Kaiser-Wilhelm-Straße 19a D-55543 Bad Kreuznach Tel. +49 (0)671 93-3331 Fax +49 (0)671 93-4999 srz-info@sana.de Sana Kliniken Berlin-Brandenburg GmbH Sana Krankenhaus Templin Robert-Koch-Straße 24 D-17268 Templin Tel. +49 (0)3987 42-0 Fax +49 (0)3987 42-249 info@sana-kt.de Praxisklinik Travemünde Am Dreilingsberg 7 D-23570 Lübeck-Travemünde Tel. +49 (0)4502 800-0 Fax +49 (0)4502 800-100 info@sana-luebeck.de Sana Kliniken Sommerfeld Hellmuth-Ulrici-Kliniken Waldhausstraße 44 D-16766 Kremmen / OT Sommerfeld Tel. +49 (0)33055 5-0 Fax +49 (0)33055 5-1111 info@sana-hu.de Sana Kliniken Ostholstein GmbH Klinik Eutin Hospitalstraße 22 D-23701 Eutin Tel. +49 (0)4521 787-0 Fax +49 (0)4521 787-1809 info-sko@sana.de Sana-Kliniken Bad Wildbad GmbH König-Karl-Straße 5 D-75323 Bad Wildbad Tel. +49 (0)7081 179-0 Fax +49 (0)7081 179-109 info@sana-wildbad.de Sana Rehabilitationsklinik Sommerfeld GmbH Waldhausstraße 44 D-16766 Kremmen / OT Sommerfeld Tel. +49 (0)33055 5-0 Fax +49 (0)33055 5-1111 info@sana-hu.de Klinik Oldenburg Mühlenkamp 5 D-23758 Oldenburg i. Holst. Tel. +49 (0)4361 513-0 Fax +49 (0)4361 1359 info-sko@sana.de Sana-Klinik Nürnberg GmbH Weiltinger Straße 11 D-90449 Nürnberg Tel. +49 (0)911 6808-0 Fax +49 (0)911 6808-110 info@sana-klinik-nuernberg.de Inselklinik Fehmarn Mummendorfer Weg 12 D-23769 Fehmarn Telefon 04371 504-0 info-sko@sana.de Sana-Klinik Zollernalb GmbH Robert-Koch-Straße 26 D-72461 Albstadt Tel. +49 (0)7432 169-0 Fax +49 (0)7432 169-1009 info@sana-klinik-zollernalb.de Sana Klinikum Lichtenberg Fanningerstraße 32 D-10365 Berlin Tel. +49 (0)30 5518-0 Fax +49 (0)30 5518-4004 info@sana-kl.de Sana Kliniken des Landkreises Cham GmbH 1) Krankenhaus Cham August-Holz-Str. 1 D-93413 Cham Telefon 09971 409-0 Fax 09971 40-547 cham@diekliniken.de Krankenhaus Bad Kötzting Hauser Str. 42 D-93444 Bad Kötzting Telefon 09941 20-0 Fax 09941 8013 koetzting@diekliniken.de 1) 146 Krankenhaus Roding Arnulfstraße 1 D-93426 Roding Telefon 09461 400-0 Fax 09461 1229 roding@diekliniken.de Sana-Herzzentrum Cottbus GmbH Leipziger Straße 50 D-03048 Cottbus Tel. +49 (0)355 480-0 Fax +49 (0)355 480-1001 info@hz-cottbus.de Sana Kliniken Solln Sendling GmbH Sana Klinik München-Sendling Plinganserstraße 122 D-81369 München Tel. +49 (0)89 72403-0 Fax +49 (0)89 72403-260 info.sana-solln-sendling@sana.de Sana-Klinikum Remscheid GmbH Burger Straße 211 D-42859 Remscheid Tel. +49 (0)2191 13-0 Fax +49 (0)2191 13-3009 skr-info@sana.de Sana Klinik München-Solln Bertelestraße 75 D-81479 München Tel. +49 (0)89 79101-0 Fax +49 (0)89 79101-112 info.sana-solln-sendling@sana.de Sana-Krankenhaus Hürth GmbH Krankenhausstraße 42 D-50354 Hürth Tel. +49 (0)2233 594-0 Fax +49 (0)2233 594-357 info@sana-huerth.de New acquisition in 2012, not included in the 2011 annual financial statements. Sana-Krankenhaus Rügen GmbH Calandstraße 7 / 8 D-18528 Bergen / Rügen Tel. +49 (0)3838 39-0 Fax +49 (0)3838 39-1015 info.ruegen@sana.de Herz- und Diabeteszentrum Nordrhein-Westfalen Universitätsklinik der Ruhr-Universität Bochum Georgstraße 11 D-32545 Bad Oeynhausen Tel. +49 (0)5731 97-0 Fax +49 (0)5731 97-2300 info@hdz-nrw.de Klinikum Dahme-Spreewald GmbH Achenbach-Krankenhaus Königs Wusterhausen Köpenicker Straße 29 D-15711 Königs Wusterhausen Tel. +49 (0)3375 288-0 Fax +49 (0)3375 290694 info@klinikum-ds.de Spreewaldklinik Lübben Schillerstraße 29 D-15907 Lübben Tel. +49 (0)3546 75-0 Fax +49 (0)3546 75-366 info@klinikum-ds.de Kreiskrankenhaus Freiberg gGmbH Donatsring 20 D-09599 Freiberg Tel. +49 (0)3731 77-0 Fax +49 (0)3731 77-2299 geschaeftsleitung@kkh-freiberg.de Klinikum Duisburg GmbH Zu den Rehwiesen 9 D-47055 Duisburg Tel. +49 (0)203 733-0 Fax +49 (0)203 733-1002 info@klinikum-duisburg.de Lausitzer Seenland Klinikum GmbH Maria-Grollmuß-Straße 10 D-02977 Hoyerswerda Tel. +49 (0)3571 44-0 Fax +49 (0)3571 44-2264 info@seenlandklinikum.de OsteMed Kliniken und Pflege GmbH OsteMed Martin-LutherKrankenhaus Zeven Dr.-Otto-Straße 2 D-27404 Zeven Tel. +49 (0)4281 711-0 Fax +49 (0)4281 711-205 info@ostemed.de OsteMed Klinik Bremervörde Gnarrenburger Straße 117 D-27432 Bremervörde Tel. +49 (0)4761 980-0 Fax +49 (0)4761 980-210 info@ostemed.de Hospitals managed by Sana Buchberg-Klinik Bad Tölz Wengleinstraße 20 D-83646 Bad Tölz Tel. +49(0)8041 803-0 Fax +49 (0)8041 803-793 info@buchberg-klinik.de Caritas-Krankenhaus St. Josef Landshuter Straße 65 D-93053 Regensburg Tel. +49 (0)941 782-2010 Fax +49 (0)941 782-2005 info@caritasstjosef.de imland gGmbH imland Klinik Rendsburg Lilienstraße 20 – 28 D-24768 Rendsburg Tel. +49 (0)4331 200-0 Fax +49 (0)4331 200-9010 info@imland.de imland Klinik Eckernförde Schleswiger Straße 114 – 116 D-24340 Eckernförde Tel. +49 (0)4351 882-0 Fax +49 (0)4351 882-228 info@imland.de Klinik Oberstdorf Trettachstraße 16 D-87561 Oberstdorf Tel. +49 (0)8322 703-0 Fax +49 (0)8322 703-402 info@kliniken-oa.de Kliniken Oberallgäu gGmbH Klinik Immenstadt Im Stillen 3 D-87509 Immenstadt Tel. +49 (0)8323 910-0 Fax +49 (0)8323 910-350 info@kliniken-oa.de Klinikum Kempten-Oberallgäu gGmbH Robert-Weixler-Straße 50 D-87493 Kempten Tel. +49 (0)831 530-0 Fax +49 (0)831 530-3533 info@klinikum-kempten.de Klinik Sonthofen Prinz-Luitpold-Straße 1 D-87527 Sonthofen Tel. +49 (0)8321 804-0 Fax +49 (0)8321 804-119 info@kliniken-oa.de MediCare Flughafen München Medizinisches Zentrum GmbH AirportClinic M Terminal 1 Ebene 03 D-85326 München-Flughafen Tel. +49 (0)89 975-63328 Fax +49 (0)89 975-63327 info@airportclinic-m.de Städtisches Klinikum Wolfenbüttel gGmbH Alter Weg 80 D-38302 Wolfenbüttel Tel. +49 (0)5331 934-0 Fax +49 (0)5331 934-1502 info@klinikum-wolfenbuettel.de Nursing homes Alten- und Pflegeheim Wiblingen Schloßstraße 34 D-89079 Ulm Tel. +49 (0)731 94625-0 Fax +49 (0)731 94625-19 info@aph-wiblingen.de imland Seniorenhaus Nortorf Große Mühlenstraße 52 D-24589 Nortorf Tel. +49 (0)4392 4026-0 Fax +49 (0)4392 4026-15 info@imland.de Altenzentrum Goldbach GmbH Bahnhofstraße 15 D-88416 Ochsenhausen Tel. +49 (0)7352 949-0 Fax +49 (0)7352 949-112 info@altenzentrum-ochsenhausen.de imland Seniorenhaus Jevenstedt Am Altenheim 1 D-24808 Jevenstedt Tel. +49 (0)4337 919-13 Fax +49 (0)4337 919-149 info@imland.de Gesundheitseinrichtungen Hameln-Pyrmont GmbH Sana Seniorenheim Zur Höhe Holtenser Landstraße 1 D-31787 Hameln Tel. +49 (0)5151 955-60 Fax +49 (0)5151 955-650 info@szh-hameln.de OsteMed Kliniken und Pflege GmbH OsteMed Seniorensitz und Pflegeheim Dr.-Otto-Straße 2 D-27404 Zeven Tel. +49 (0)4281 711-320 Fax +49 (0)4281 711-555 altenpflege@ostemed.de imland gGmbH imland Seniorenhaus Eckernförde Schleswiger Straße 114 – 116 D-24340 Eckernförde Tel. +49 (0)4351 882-500 Fax +49 (0)4351 882-579 info@imland.de OsteMed Haus im Park – Wohnen und Pflege Bremer Straße 29 D-27432 Bremervörde Tel. +49 (0)4761 864-0 Fax +49 (0)4761 864-220 altenpflege@ostemed.de Regio Kliniken GmbH Pflegezentrum Elbmarsch Agnes-Karll-Allee 21 D-25337 Elmshorn Tel. +49 (0)4121 294-0 Fax +49 (0)4121 294-118 info@regiokliniken.de Städtische Seniorenheime Duisburg Seniorenzentrum Rheinhausen Lindenallee 23 D-47229 Duisburg Tel. +49 (0)2065 9290-0 Fax +49 (0)2065 9290-15 seniorenheime@klinikum-duisburg.de Pflegezentrum Kummerfeld Bundesstraße 39 D-25495 Kummerfeld Tel. +49 (0)4101 705-0 Fax 04101 714 76 info@regiokliniken.de Seniorenzentrum Hamborn Aachenerstraße 27 D-47169 Duisburg Tel. +49 (0)203 50004-0 Fax +49 (0)203 50004-15 seniorenheime@klinikum-duisburg.de Sana Kliniken Düsseldorf GmbH Sana Seniorenzentrum Benrath Kohlhagenstraße 15 D-40593 Düsseldorf Tel. +49 (0)211 977-1777 Fax +49 (0)211 977-1717 info@sana-duesseldorf.de Städtisches Seniorenzentrum Großenbaum Zu den Wiesen 62 D-47229 Duisburg Tel. +49 (0)203 7100-0 Fax +49 (0)203 7100-415 seniorenheime@klinikum-duisburg.de Sana Seniorenzentrum Gallberg Blanckertzstraße 24 D-40629 Düsseldorf Tel. +49 (0)211 2800-03 Fax +49 (0)211 2800-7071 info@sana-duesseldorf.de 147 Imprint For further information, please contact: Sana Kliniken AG Oskar-Messter-Straße 24 85737 Ismaning Germany Tel. +49 (0)89 678204-0 Fax +49 (0)89 678204-179 E-mail info@sana.de Concept, advice & design HGB Hamburger Geschäftsberichte GmbH & Co. KG, Hamburg, Germany Photos Sana Kliniken AG (p. 3, 5, 8, 9, 13, 17, 21, 22, 23, 30, 31, 37, 39, 43, 44, 45, 49, 51, 55, 57) Barmenia Versicherungen (p. 24) Michael Kuhlmann (p. 22) Ludmilla Behr (p. 23) Nordbayerische Nachrichten (p. 40) Dr Jelko Benters, Boehringer Ingelheim (p. 57) Plainpicture (p. 1, 6, 7, 10, 11, 12, 14, 15, 16, 20, 32, 35, 36, 38, 46, 54, 56, 58, 88) Getty Images (p. 41, 52) Veer (p. 18, 19) Printing Mediahaus Biering GmbH, Munich, Germany Printed on Circlesilk Premium White (100% recycled paper, awarded the EU Ecolabel, license number FR/11/003) Certified QM system DIN EN ISO 9001:2008 legal notice Certificate no. FS 539291/8274D 148 this information contains future-oriented statements which are based on our current assumptions and forecasts. Known and unknown risks, uncertainties and influences may cause the actual events, financial situation or development to differ from the assessments given here. We are under no obligation to update future-oriented statements.