UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Quarterly Period Ended June 30, 20212022
or
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☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ___________ to ___________
Commission File Number: 1-14106
DAVITA INC.
| | | | | | | | |
Delaware | | 51-0354549 |
(State of incorporation) | | (I.R.S. Employer Identification No.) |
| | | | | | | | |
2000 16th Street |
Denver, | CO | 80202 |
Telephone number (720) 631-2100
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
Title of each class: | | Trading symbol(s): | | Name of each exchange on which registered: |
Common Stock, $0.001 par value | | DVA | | NYSE |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| | | | | | | | | | | |
Large accelerated filer | ☒ | Accelerated filer | ☐ |
| | | |
Non-accelerated filer | ☐ | Smaller reporting company | ☐ |
| | | |
Emerging growth company | ☐ | | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No ☒
As of July 30, 2021,29, 2022, the number of shares of the Registrant’sregistrant’s common stock outstanding was approximately 104.891.3 million shares.
DAVITA INC.
INDEX
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| | | | Page No. |
| | PART I. FINANCIAL INFORMATION | | |
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Item 1. | | | | |
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Item 2. | | | | |
Item 3. | | | | |
Item 4. | | | | |
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| | PART II. OTHER INFORMATION | | |
Item 1. | | | | |
Item 1A. | | | | |
Item 2. | | | | |
Item 6. | | | | |
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Note: Items 3, 4 and 5 of Part II are omitted because they are not applicable.
DAVITA INC.
CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
(dollars and shares in thousands, except per share data)
| | | Three months ended June 30, | | Six months ended June 30, | | Three months ended June 30, | | Six months ended June 30, |
| | 2021 | | 2020 | | 2021 | | 2020 | | 2022 | | 2021 | | 2022 | | 2021 |
Dialysis patient service revenues | Dialysis patient service revenues | $ | 2,817,957 | | | $ | 2,758,197 | | | $ | 5,532,544 | | | $ | 5,471,478 | | Dialysis patient service revenues | $ | 2,810,099 | | | $ | 2,817,957 | | | $ | 5,526,380 | | | $ | 5,532,544 | |
Other revenues | Other revenues | 98,553 | | | 121,782 | | | 203,967 | | | 249,738 | | Other revenues | 116,658 | | | 98,553 | | | 217,932 | | | 203,967 | |
Total revenues | Total revenues | 2,916,510 | | | 2,879,979 | | | 5,736,511 | | | 5,721,216 | | Total revenues | 2,926,757 | | | 2,916,510 | | | 5,744,312 | | | 5,736,511 | |
Operating expenses: | Operating expenses: | | | | | | | | Operating expenses: | | | | | | | |
Patient care costs | Patient care costs | 1,965,277 | | | 1,984,564 | | | 3,903,607 | | | 3,960,013 | | Patient care costs | 2,016,788 | | | 1,965,277 | | | 4,035,317 | | | 3,903,607 | |
General and administrative | General and administrative | 298,091 | | | 316,209 | | | 579,517 | | | 579,785 | | General and administrative | 315,219 | | | 298,091 | | | 610,039 | | | 579,517 | |
Depreciation and amortization | Depreciation and amortization | 169,689 | | | 157,376 | | | 335,390 | | | 312,055 | | Depreciation and amortization | 171,176 | | | 169,689 | | | 344,120 | | | 335,390 | |
Equity investment income | (7,023) | | | (4,342) | | | (15,081) | | | (22,185) | | |
Loss on changes in ownership interest, net | 0 | | | 16,252 | | | 0 | | | 16,252 | | |
Equity investment income, net | | Equity investment income, net | (9,141) | | | (7,023) | | | (16,187) | | | (15,081) | |
| | Total operating expenses | Total operating expenses | 2,426,034 | | | 2,470,059 | | | 4,803,433 | | | 4,845,920 | | Total operating expenses | 2,494,042 | | | 2,426,034 | | | 4,973,289 | | | 4,803,433 | |
Operating income | Operating income | 490,476 | | | 409,920 | | | 933,078 | | | 875,296 | | Operating income | 432,715 | | | 490,476 | | | 771,023 | | | 933,078 | |
Debt expense | Debt expense | (73,324) | | | (81,381) | | | (140,338) | | | (169,984) | | Debt expense | (82,586) | | | (73,324) | | | (156,377) | | | (140,338) | |
Debt refinancing charges | 0 | | | 0 | | | 0 | | | (2,948) | | |
Other income, net | 15,188 | | | 9,545 | | | 16,356 | | | 5,195 | | |
Income from continuing operations before income taxes | 432,340 | | | 338,084 | | | 809,096 | | | 707,559 | | |
| Other (loss) income, net | | Other (loss) income, net | (1,284) | | | 15,188 | | | (3,070) | | | 16,356 | |
Income before income taxes | | Income before income taxes | 348,845 | | | 432,340 | | | 611,576 | | | 809,096 | |
Income tax expense | Income tax expense | 81,309 | | | 83,212 | | | 166,520 | | | 174,772 | | Income tax expense | 64,229 | | | 81,309 | | | 121,242 | | | 166,520 | |
Net income from continuing operations | 351,031 | | | 254,872 | | | 642,576 | | | 532,787 | | |
Net income from discontinued operations, net of tax | 0 | | | 0 | | | 0 | | | 9,980 | | |
| Net income | Net income | 351,031 | | | 254,872 | | | 642,576 | | | 542,767 | | Net income | 284,616 | | | 351,031 | | | 490,334 | | | 642,576 | |
Less: Net income attributable to noncontrolling interests | Less: Net income attributable to noncontrolling interests | (57,211) | | | (53,270) | | | (111,353) | | | (101,572) | | Less: Net income attributable to noncontrolling interests | (59,807) | | | (57,211) | | | (103,403) | | | (111,353) | |
Net income attributable to DaVita Inc. | Net income attributable to DaVita Inc. | $ | 293,820 | | | $ | 201,602 | | | $ | 531,223 | | | $ | 441,195 | | Net income attributable to DaVita Inc. | $ | 224,809 | | | $ | 293,820 | | | $ | 386,931 | | | $ | 531,223 | |
| Earnings per share attributable to DaVita Inc.: | Earnings per share attributable to DaVita Inc.: | | | | | Earnings per share attributable to DaVita Inc.: | | | | |
Basic net income from continuing operations | $ | 2.76 | | | $ | 1.65 | | | $ | 4.94 | | | $ | 3.49 | | |
| Basic net income | Basic net income | $ | 2.76 | | | $ | 1.65 | | | $ | 4.94 | | | $ | 3.57 | | Basic net income | $ | 2.38 | | | $ | 2.76 | | | $ | 4.06 | | | $ | 4.94 | |
Diluted net income from continuing operations | $ | 2.64 | | | $ | 1.62 | | | $ | 4.72 | | | $ | 3.44 | | |
| Diluted net income | Diluted net income | $ | 2.64 | | | $ | 1.62 | | | $ | 4.72 | | | $ | 3.52 | | Diluted net income | $ | 2.30 | | | $ | 2.64 | | | $ | 3.90 | | | $ | 4.72 | |
| Weighted average shares for earnings per share: | Weighted average shares for earnings per share: | | Weighted average shares for earnings per share: | |
Basic shares | Basic shares | 106,364 | | | 122,074 | | | 107,606 | | | 123,485 | | Basic shares | 94,457 | | | 106,364 | | | 95,382 | | | 107,606 | |
Diluted shares | Diluted shares | 111,423 | | | 124,068 | | | 112,555 | | | 125,479 | | Diluted shares | 97,772 | | | 111,423 | | | 99,121 | | | 112,555 | |
| Amounts attributable to DaVita Inc.: | | |
Net income from continuing operations | $ | 293,820 | | | $ | 201,602 | | | $ | 531,223 | | | $ | 431,215 | | |
Net income from discontinued operations | 0 | | | 0 | | | 0 | | | 9,980 | | |
Net income attributable to DaVita Inc. | $ | 293,820 | | | $ | 201,602 | | | $ | 531,223 | | | $ | 441,195 | | |
|
See notes to condensed consolidated financial statements.
DAVITA INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited)
(dollars in thousands)
| | | Three months ended June 30, | | Six months ended June 30, | | | Three months ended June 30, | | Six months ended June 30, |
| | 2021 | | 2020 | | 2021 | | 2020 | | | 2022 | | 2021 | | 2022 | | 2021 |
Net income | Net income | $ | 351,031 | | | $ | 254,872 | | | $ | 642,576 | | | $ | 542,767 | | | Net income | $ | 284,616 | | | $ | 351,031 | | | $ | 490,334 | | | $ | 642,576 | |
Other comprehensive income (loss), net of tax: | | | | | | |
Unrealized (losses) gains on interest rate cap agreements: | | | | | | |
Unrealized (losses) gains | (2,059) | | | (1,824) | | | 2,823 | | | (14,842) | | | |
Other comprehensive (loss) income, net of tax: | | Other comprehensive (loss) income, net of tax: | | | | |
Unrealized gains (losses) on interest rate cap agreements: | | Unrealized gains (losses) on interest rate cap agreements: | | | | |
Unrealized gains (losses) | | Unrealized gains (losses) | 13,217 | | | (2,059) | | | 54,349 | | | 2,823 | |
Reclassifications of net realized losses into net income | Reclassifications of net realized losses into net income | 1,033 | | | 1,623 | | | 2,066 | | | 3,246 | | | Reclassifications of net realized losses into net income | 1,033 | | | 1,033 | | | 2,066 | | | 2,066 | |
Unrealized gains (losses) on foreign currency translation | 57,910 | | | 5,619 | | | (4,634) | | | (76,013) | | | |
Other comprehensive income (loss) | 56,884 | | | 5,418 | | | 255 | | | (87,609) | | | |
Unrealized (losses) gains on foreign currency translation: | | Unrealized (losses) gains on foreign currency translation: | (91,176) | | | 57,910 | | | (28,964) | | | (4,634) | |
Other comprehensive (loss) income | | Other comprehensive (loss) income | (76,926) | | | 56,884 | | | 27,451 | | | 255 | |
Total comprehensive income | Total comprehensive income | 407,915 | | | 260,290 | | | 642,831 | | | 455,158 | | | Total comprehensive income | 207,690 | | | 407,915 | | | 517,785 | | | 642,831 | |
Less: Comprehensive income attributable to noncontrolling interests | Less: Comprehensive income attributable to noncontrolling interests | (57,211) | | | (53,270) | | | (111,353) | | | (101,572) | | | Less: Comprehensive income attributable to noncontrolling interests | (59,807) | | | (57,211) | | | (103,403) | | | (111,353) | |
Comprehensive income attributable to DaVita Inc. | Comprehensive income attributable to DaVita Inc. | $ | 350,704 | | | $ | 207,020 | | | $ | 531,478 | | | $ | 353,586 | | | Comprehensive income attributable to DaVita Inc. | $ | 147,883 | | | $ | 350,704 | | | $ | 414,382 | | | $ | 531,478 | |
See notes to condensed consolidated financial statements.
DAVITA INC.
CONSOLIDATED BALANCE SHEETS
(unaudited)
(dollars and shares in thousands, except per share data)
| | | June 30, 2021 | | December 31, 2020 | | June 30, 2022 | | December 31, 2021 |
ASSETS | ASSETS | | | | ASSETS | | | |
Cash and cash equivalents | Cash and cash equivalents | $ | 1,043,632 | | | $ | 324,958 | | Cash and cash equivalents | $ | 262,605 | | | $ | 461,900 | |
Restricted cash and equivalents | Restricted cash and equivalents | 162,846 | | | 176,832 | | Restricted cash and equivalents | 93,132 | | | 93,060 | |
Short-term investments | Short-term investments | 36,701 | | | 20,101 | | Short-term investments | 100,489 | | | 22,310 | |
Accounts receivable | Accounts receivable | 1,947,466 | | | 1,824,282 | | Accounts receivable | 2,093,830 | | | 1,957,583 | |
Inventories | Inventories | 115,369 | | | 111,625 | | Inventories | 109,522 | | | 107,428 | |
Other receivables | Other receivables | 541,430 | | | 544,376 | | Other receivables | 502,921 | | | 427,321 | |
Prepaid and other current assets | Prepaid and other current assets | 69,360 | | | 76,387 | | Prepaid and other current assets | 63,539 | | | 72,517 | |
Income tax receivable | Income tax receivable | 61,782 | | | 70,163 | | Income tax receivable | 38,070 | | | 25,604 | |
Total current assets | Total current assets | 3,978,586 | | | 3,148,724 | | Total current assets | 3,264,108 | | | 3,167,723 | |
Property and equipment, net of accumulated depreciation of $4,760,572 and $4,480,429, respectively | 3,485,600 | | | 3,521,824 | | |
Property and equipment, net of accumulated depreciation of $4,989,142 and $4,763,135, respectively | | Property and equipment, net of accumulated depreciation of $4,989,142 and $4,763,135, respectively | 3,304,596 | | | 3,479,972 | |
Operating lease right-of-use assets | Operating lease right-of-use assets | 2,865,320 | | | 2,863,089 | | Operating lease right-of-use assets | 2,771,757 | | | 2,824,787 | |
Intangible assets, net of accumulated amortization of $73,215 and $70,141, respectively | 162,484 | | | 166,585 | | |
Intangible assets, net of accumulated amortization of $44,985 and $60,730, respectively | | Intangible assets, net of accumulated amortization of $44,985 and $60,730, respectively | 184,740 | | | 177,693 | |
Equity method and other investments | Equity method and other investments | 245,389 | | | 257,491 | | Equity method and other investments | 253,457 | | | 238,881 | |
Long-term investments | Long-term investments | 33,777 | | | 32,193 | | Long-term investments | 44,562 | | | 49,514 | |
Other long-term assets | Other long-term assets | 95,490 | | | 79,501 | | Other long-term assets | 257,577 | | | 136,677 | |
Goodwill | Goodwill | 6,943,665 | | | 6,919,109 | | Goodwill | 7,019,778 | | | 7,046,241 | |
| | $ | 17,810,311 | | | $ | 16,988,516 | | | $ | 17,100,575 | | | $ | 17,121,488 | |
LIABILITIES AND EQUITY | LIABILITIES AND EQUITY | | | | LIABILITIES AND EQUITY | | | |
Accounts payable | Accounts payable | $ | 376,264 | | | $ | 434,253 | | Accounts payable | $ | 402,308 | | | $ | 402,049 | |
Other liabilities | Other liabilities | 837,284 | | | 810,529 | | Other liabilities | 752,717 | | | 709,345 | |
Accrued compensation and benefits | Accrued compensation and benefits | 593,859 | | | 685,555 | | Accrued compensation and benefits | 559,791 | | | 659,960 | |
Current portion of operating lease liabilities | Current portion of operating lease liabilities | 382,342 | | | 369,497 | | Current portion of operating lease liabilities | 398,421 | | | 394,357 | |
Current portion of long-term debt | Current portion of long-term debt | 184,435 | | | 168,541 | | Current portion of long-term debt | 197,510 | | | 179,030 | |
Income tax payable | Income tax payable | 11,856 | | | 7,768 | | Income tax payable | — | | | 53,792 | |
Total current liabilities | Total current liabilities | 2,386,040 | | | 2,476,143 | | Total current liabilities | 2,310,747 | | | 2,398,533 | |
Long-term operating lease liabilities | Long-term operating lease liabilities | 2,727,323 | | | 2,738,670 | | Long-term operating lease liabilities | 2,606,391 | | | 2,672,713 | |
Long-term debt | Long-term debt | 8,798,263 | | | 7,917,263 | | Long-term debt | 9,064,916 | | | 8,729,150 | |
Other long-term liabilities | Other long-term liabilities | 157,687 | | | 150,060 | | Other long-term liabilities | 105,137 | | | 119,158 | |
Deferred income taxes | Deferred income taxes | 851,961 | | | 809,600 | | Deferred income taxes | 852,389 | | | 830,954 | |
Total liabilities | Total liabilities | 14,921,274 | | | 14,091,736 | | Total liabilities | 14,939,580 | | | 14,750,508 | |
Commitments and contingencies | Commitments and contingencies | | Commitments and contingencies | |
Noncontrolling interests subject to put provisions | Noncontrolling interests subject to put provisions | 1,426,211 | | | 1,330,028 | | Noncontrolling interests subject to put provisions | 1,385,821 | | | 1,434,832 | |
Equity: | Equity: | | | | Equity: | | | |
Preferred stock ($0.001 par value, 5,000 shares authorized; none issued) | Preferred stock ($0.001 par value, 5,000 shares authorized; none issued) | 0 | | | 0 | | Preferred stock ($0.001 par value, 5,000 shares authorized; none issued) | — | | | — | |
Common stock ($0.001 par value, 450,000 shares authorized; 110,644 and 105,625 shares issued and outstanding at June 30, 2021, respectively, and 109,933 shares issued and outstanding at December 31, 2020) | 111 | | | 110 | | |
Common stock ($0.001 par value, 450,000 shares authorized; 98,179 and 92,206 shares issued and outstanding at June 30, 2022, respectively, and 97,289 shares issued and outstanding at December 31, 2021) | | Common stock ($0.001 par value, 450,000 shares authorized; 98,179 and 92,206 shares issued and outstanding at June 30, 2022, respectively, and 97,289 shares issued and outstanding at December 31, 2021) | 98 | | | 97 | |
Additional paid-in capital | Additional paid-in capital | 523,038 | | | 597,073 | | Additional paid-in capital | 578,272 | | | 540,321 | |
Retained earnings | Retained earnings | 1,383,760 | | | 852,537 | | Retained earnings | 741,268 | | | 354,337 | |
Treasury stock (5,019 and zero shares, respectively) | (563,230) | | | 0 | | |
Treasury stock (5,973 and zero shares, respectively) | | Treasury stock (5,973 and zero shares, respectively) | (603,058) | | | — | |
Accumulated other comprehensive loss | Accumulated other comprehensive loss | (65,899) | | | (66,154) | | Accumulated other comprehensive loss | (111,796) | | | (139,247) | |
Total DaVita Inc. shareholders' equity | Total DaVita Inc. shareholders' equity | 1,277,780 | | | 1,383,566 | | Total DaVita Inc. shareholders' equity | 604,784 | | | 755,508 | |
Noncontrolling interests not subject to put provisions | Noncontrolling interests not subject to put provisions | 185,046 | | | 183,186 | | Noncontrolling interests not subject to put provisions | 170,390 | | | 180,640 | |
Total equity | Total equity | 1,462,826 | | | 1,566,752 | | Total equity | 775,174 | | | 936,148 | |
| | $ | 17,810,311 | | | $ | 16,988,516 | | | $ | 17,100,575 | | | $ | 17,121,488 | |
See notes to condensed consolidated financial statements.
DAVITA INC.
CONSOLIDATED STATEMENTS OF CASH FLOW
(unaudited)
(dollars in thousands)
| | | Six months ended June 30, | | Six months ended June 30, |
| | 2021 | | 2020 | | 2022 | | 2021 |
Cash flows from operating activities: | Cash flows from operating activities: | | | | Cash flows from operating activities: | | | |
Net income | Net income | $ | 642,576 | | | $ | 542,767 | | Net income | $ | 490,334 | | | $ | 642,576 | |
Adjustments to reconcile net income to net cash provided by operating activities: | Adjustments to reconcile net income to net cash provided by operating activities: | | | Adjustments to reconcile net income to net cash provided by operating activities: | | |
Depreciation and amortization | Depreciation and amortization | 335,390 | | | 312,055 | | Depreciation and amortization | 344,120 | | | 335,390 | |
Debt refinancing charges | 0 | | | 884 | | |
| | Stock-based compensation expense | Stock-based compensation expense | 51,717 | | | 42,125 | | Stock-based compensation expense | 50,109 | | | 51,717 | |
Deferred income taxes | Deferred income taxes | 40,685 | | | 132,101 | | Deferred income taxes | 9,069 | | | 40,685 | |
Equity investment income, net | (2,764) | | | (6,494) | | |
Loss on sales of business interests, net | 0 | | | 16,252 | | |
Equity investment loss (income), net | | Equity investment loss (income), net | 90 | | | (2,764) | |
| Other non-cash charges, net | Other non-cash charges, net | 1,274 | | | (5,885) | | Other non-cash charges, net | (32,858) | | | 1,274 | |
Changes in operating assets and liabilities, net of effect of acquisitions and divestitures: | Changes in operating assets and liabilities, net of effect of acquisitions and divestitures: | | Changes in operating assets and liabilities, net of effect of acquisitions and divestitures: | |
Accounts receivable | Accounts receivable | (117,171) | | | 15,194 | | Accounts receivable | (132,043) | | | (117,171) | |
Inventories | Inventories | (3,270) | | | (696) | | Inventories | (1,927) | | | (3,270) | |
Other receivables and prepaid and other current assets | Other receivables and prepaid and other current assets | 14,465 | | | (131,988) | | Other receivables and prepaid and other current assets | (61,811) | | | 14,465 | |
Other long-term assets | Other long-term assets | (13,706) | | | 1,950 | | Other long-term assets | (49,093) | | | (13,706) | |
Accounts payable | Accounts payable | (47,390) | | | (15,858) | | Accounts payable | 24,517 | | | (47,390) | |
Accrued compensation and benefits | Accrued compensation and benefits | (90,381) | | | (19,325) | | Accrued compensation and benefits | (102,513) | | | (90,381) | |
Other current liabilities | Other current liabilities | 25,090 | | | 146,490 | | Other current liabilities | 42,517 | | | 25,090 | |
Income taxes | Income taxes | 10,753 | | | (4,800) | | Income taxes | (63,638) | | | 10,753 | |
Other long-term liabilities | Other long-term liabilities | (13,232) | | | (13,269) | | Other long-term liabilities | (6,557) | | | (13,232) | |
Net cash provided by operating activities | Net cash provided by operating activities | 834,036 | | | 1,011,503 | | Net cash provided by operating activities | 510,316 | | | 834,036 | |
Cash flows from investing activities: | Cash flows from investing activities: | | | | Cash flows from investing activities: | | | |
Additions of property and equipment | Additions of property and equipment | (294,438) | | | (291,667) | | Additions of property and equipment | (265,461) | | | (294,438) | |
Acquisitions | Acquisitions | (23,890) | | | (44,267) | | Acquisitions | (9,491) | | | (23,890) | |
Proceeds from asset and business sales | Proceeds from asset and business sales | 29,774 | | | 70,615 | | Proceeds from asset and business sales | 114,829 | | | 29,774 | |
Purchase of debt investments held-to-maturity | Purchase of debt investments held-to-maturity | (7,923) | | | (142,483) | | Purchase of debt investments held-to-maturity | (89,530) | | | (7,923) | |
Purchase of other debt and equity investments | Purchase of other debt and equity investments | (2,164) | | | (3,034) | | Purchase of other debt and equity investments | (3,010) | | | (2,164) | |
Proceeds from debt investments held-to-maturity | Proceeds from debt investments held-to-maturity | 7,923 | | | 7,621 | | Proceeds from debt investments held-to-maturity | 8,415 | | | 7,923 | |
Proceeds from sale of other debt and equity investments | Proceeds from sale of other debt and equity investments | 11,908 | | | 3,438 | | Proceeds from sale of other debt and equity investments | 3,775 | | | 11,908 | |
| Purchase of equity method investments | Purchase of equity method investments | (6,029) | | | (8,101) | | Purchase of equity method investments | (23,806) | | | (6,029) | |
Distributions from equity method investments | Distributions from equity method investments | 1,140 | | | 739 | | Distributions from equity method investments | 1,047 | | | 1,140 | |
Net cash used in investing activities | Net cash used in investing activities | (283,699) | | | (407,139) | | Net cash used in investing activities | (263,232) | | | (283,699) | |
Cash flows from financing activities: | Cash flows from financing activities: | | | | Cash flows from financing activities: | | | |
Borrowings | Borrowings | 1,611,086 | | | 2,324,300 | | Borrowings | 1,182,911 | | | 1,611,086 | |
Payments on long-term debt | Payments on long-term debt | (754,407) | | | (635,695) | | Payments on long-term debt | (841,687) | | | (754,407) | |
Deferred financing costs | (9,089) | | | (20,375) | | |
Deferred financing and debt redemption costs | | Deferred financing and debt redemption costs | — | | | (9,089) | |
Purchase of treasury stock | Purchase of treasury stock | (560,507) | | | (321,798) | | Purchase of treasury stock | (617,432) | | | (560,507) | |
Distributions to noncontrolling interests | Distributions to noncontrolling interests | (99,362) | | | (118,553) | | Distributions to noncontrolling interests | (118,315) | | | (99,362) | |
Net payments related to stock purchases and awards | Net payments related to stock purchases and awards | (43,605) | | | (2,106) | | Net payments related to stock purchases and awards | (47,866) | | | (43,605) | |
Contributions from noncontrolling interests | Contributions from noncontrolling interests | 15,925 | | | 20,582 | | Contributions from noncontrolling interests | 9,116 | | | 15,925 | |
| Proceeds from sales of additional noncontrolling interests | | Proceeds from sales of additional noncontrolling interests | 3,673 | | | — | |
Purchases of noncontrolling interests | Purchases of noncontrolling interests | (4,493) | | | (6,782) | | Purchases of noncontrolling interests | (15,365) | | | (4,493) | |
Net cash provided by financing activities | 155,548 | | | 1,239,573 | | |
Net cash (used in) provided by financing activities | | Net cash (used in) provided by financing activities | (444,965) | | | 155,548 | |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | Effect of exchange rate changes on cash, cash equivalents and restricted cash | (1,197) | | | (16,936) | | Effect of exchange rate changes on cash, cash equivalents and restricted cash | (1,342) | | | (1,197) | |
Net increase in cash, cash equivalents and restricted cash | 704,688 | | | 1,827,001 | | |
Less: Net increase in cash, cash equivalents and restricted cash from discontinued operations | 0 | | | 0 | | |
Net increase in cash, cash equivalents and restricted cash from continuing operations | 704,688 | | | 1,827,001 | | |
Cash, cash equivalents and restricted cash of continuing operations at beginning of the year | 501,790 | | | 1,208,718 | | |
Cash, cash equivalents and restricted cash of continuing operations at end of the period | $ | 1,206,478 | | | $ | 3,035,719 | | |
Net (decrease) increase in cash, cash equivalents and restricted cash | | Net (decrease) increase in cash, cash equivalents and restricted cash | (199,223) | | | 704,688 | |
Cash, cash equivalents and restricted cash at beginning of the year | | Cash, cash equivalents and restricted cash at beginning of the year | 554,960 | | | 501,790 | |
Cash, cash equivalents and restricted cash at end of the period | | Cash, cash equivalents and restricted cash at end of the period | $ | 355,737 | | | $ | 1,206,478 | |
See notes to condensed consolidated financial statements.
DAVITA INC.
CONSOLIDATED STATEMENTS OF EQUITY
(unaudited)
(dollars and shares in thousands)
| | | Three months ended June 30, 2021 | | Three months ended June 30, 2022 |
| | Non- controlling interests subject to put provisions | | DaVita Inc. Shareholders’ Equity | | Non- controlling interests not subject to put provisions | | Non- controlling interests subject to put provisions | | DaVita Inc. Shareholders’ Equity | | Non- controlling interests not subject to put provisions |
| | | | Common stock | | Additional paid-in capital | | Retained earnings | | Treasury stock | | Accumulated other comprehensive loss | | | | | Common stock | | Additional paid-in capital | | Retained earnings | | Treasury stock | | Accumulated other comprehensive loss | | |
| | | Shares | | Amount | | Shares | | Amount | | Total | | | | Shares | | Amount | | Shares | | Amount | | Total | |
Balance at March 31, 2021 | $ | 1,349,160 | | | 110,027 | | | $ | 110 | | | $ | 603,172 | | | $ | 1,089,940 | | | (2,949) | | | $ | (322,333) | | | $ | (122,783) | | | $ | 1,248,106 | | | $ | 185,109 | | |
Balance at March 31, 2022 | | Balance at March 31, 2022 | $ | 1,390,757 | | | 97,342 | | | $ | 97 | | | $ | 595,403 | | | $ | 516,459 | | | (2,104) | | | $ | (233,318) | | | $ | (34,870) | | | $ | 843,771 | | | $ | 174,552 | |
Comprehensive income: | Comprehensive income: | | Comprehensive income: | |
Net income | Net income | 44,992 | | | 293,820 | | | 293,820 | | | 12,219 | | Net income | 45,571 | | | 224,809 | | | 224,809 | | | 14,236 | |
Other comprehensive income | | 56,884 | | | 56,884 | | | |
Stock award plans | | 617 | | | 1 | | (44,907) | | | (44,906) | | | |
| Other comprehensive loss | | Other comprehensive loss | | (76,926) | | | (76,926) | | |
| Stock award plan | | Stock award plan | | 837 | | | 1 | | | (50,885) | | | (50,884) | | |
Stock-settled stock-based compensation expense | Stock-settled stock-based compensation expense | | 26,958 | | | 26,958 | | | Stock-settled stock-based compensation expense | | 25,590 | | | 25,590 | | |
Changes in noncontrolling interest from: | Changes in noncontrolling interest from: | | Changes in noncontrolling interest from: | |
Distributions | Distributions | (29,983) | | | (15,512) | | Distributions | (34,378) | | | (18,485) | |
Contributions | Contributions | 3,094 | | | 2,142 | | Contributions | 4,107 | | | 80 | |
Acquisitions and divestitures | Acquisitions and divestitures | | 1,249 | | Acquisitions and divestitures | (29) | | | 56 | | | 56 | | |
Partial purchases | Partial purchases | (351) | | | (2,886) | | | (2,886) | | | (161) | | Partial purchases | (10,596) | | | (1,496) | | | (1,496) | | |
Fair value remeasurements | Fair value remeasurements | 59,299 | | | (59,299) | | | (59,299) | | | Fair value remeasurements | (9,604) | | | 9,604 | | | 9,604 | | |
Other | | Other | (7) | | | 7 | |
Purchase of treasury stock | Purchase of treasury stock | | (2,070) | | | (240,897) | | | (240,897) | | | Purchase of treasury stock | | (3,869) | | | (369,740) | | | (369,740) | | |
Balance at June 30, 2021 | $ | 1,426,211 | | | 110,644 | | | $ | 111 | | | $ | 523,038 | | | $ | 1,383,760 | | | (5,019) | | | $ | (563,230) | | | $ | (65,899) | | | $ | 1,277,780 | | | $ | 185,046 | | |
| Balance at June 30, 2022 | | Balance at June 30, 2022 | $ | 1,385,821 | | | 98,179 | | | $ | 98 | | | $ | 578,272 | | | $ | 741,268 | | | (5,973) | | | $ | (603,058) | | | $ | (111,796) | | | $ | 604,784 | | | $ | 170,390 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Six months ended June 30, 2022 |
| Non- controlling interests subject to put provisions | | DaVita Inc. Shareholders’ Equity | | Non- controlling interests not subject to put provisions |
| | |
| | Common stock | | Additional paid-in capital | | Retained earnings | | Treasury stock | | Accumulated other comprehensive loss | | | |
| | Shares | | Amount | | | | Shares | | Amount | | | Total | |
Balance at December 31, 2021 | $ | 1,434,832 | | | 97,289 | | | $ | 97 | | | $ | 540,321 | | | $ | 354,337 | | | — | | | $ | — | | | $ | (139,247) | | | $ | 755,508 | | | $ | 180,640 | |
Comprehensive income: | | | | | | | | | | | | | | | | | | | |
Net income | 73,952 | | | | | | | | | 386,931 | | | | | | | | | 386,931 | | | 29,451 | |
| | | | | | | | | | | | | | | | | | | |
Other comprehensive income | | | | | | | | | | | | | | | 27,451 | | | 27,451 | | | |
| | | | | | | | | | | | | | | | | | | |
Stock award plan | | | 890 | | | 1 | | | (54,373) | | | | | | | | | | | (54,372) | | | |
Stock-settled stock-based compensation expense | | | | | | | 50,216 | | | | | | | | | | | 50,216 | | | |
Changes in noncontrolling interest from: | | | | | | | | | | | | | | | | | | | |
Distributions | (77,259) | | | | | | | | | | | | | | | | | | | (41,056) | |
Contributions | 7,304 | | | | | | | | | | | | | | | | | | | 1,812 | |
Acquisitions and divestitures | 2,392 | | | | | | | 939 | | | | | | | | | | | 939 | | | |
Partial purchases | (11,418) | | | | | | | (3,270) | | | | | | | | | | | (3,270) | | | |
Fair value remeasurements | (44,439) | | | | | | | 44,439 | | | | | | | | | | | 44,439 | | | |
Other | 457 | | | | | | | | | | | | | | | | | 0 | | (457) | |
Purchase of treasury stock | | | | | | | | | | | (5,973) | | | (603,058) | | | | | (603,058) | | | |
Balance at June 30, 2022 | $ | 1,385,821 | | | 98,179 | | | $ | 98 | | | $ | 578,272 | | | $ | 741,268 | | | (5,973) | | | $ | (603,058) | | | $ | (111,796) | | | $ | 604,784 | | | $ | 170,390 | |
See notes to condensed consolidated financial statements.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Six months ended June 30, 2021 |
| Non- controlling interests subject to put provisions | | DaVita Inc. Shareholders’ Equity | | Non- controlling interests not subject to put provisions |
| | |
| | Common stock | | Additional paid-in capital | | Retained earnings | | Treasury stock | | Accumulated other comprehensive loss | | | |
| | Shares | | Amount | | | | Shares | | Amount | | | Total | |
Balance at December 31, 2020 | $ | 1,330,028 | | | 109,933 | | | $ | 110 | | | $ | 597,073 | | | $ | 852,537 | | | 0 | | | $ | 0 | | | $ | (66,154) | | | $ | 1,383,566 | | | $ | 183,186 | |
Comprehensive income: | | | | | | | | | | | | | | | | | | | |
Net income | 80,592 | | | | | | | | | 531,223 | | | | | | | | | 531,223 | | | 30,761 | |
Other comprehensive income | | | | | | | | | | | | | | | 255 | | | 255 | | | |
Stock award plans | | | 711 | | | 1 | | (51,177) | | | | | | | | | | | (51,176) | | | |
Stock-settled stock-based compensation expense | | | | | | | 50,513 | | | | | | | | | | | 50,513 | | | |
Changes in noncontrolling interest from: | | | | | | | | | | | | | | | | | | | |
Distributions | (64,242) | | | | | | | | | | | | | | | | | | | (35,120) | |
Contributions | 10,789 | | | | | | | | | | | | | | | | | | | 5,136 | |
Acquisitions and divestitures | 0 | | | | | | | | | | | | | | | | | | 1,249 | |
Partial purchases | (552) | | | | | | | (3,775) | | | | | | | | | | | (3,775) | | | (166) | |
Fair value remeasurements | 69,596 | | | | | | | (69,596) | | | | | | | | | | | (69,596) | | | |
Purchase of treasury stock | | | | | | | | | | | (5,019) | | | (563,230) | | | | | (563,230) | | | |
Balance at June 30, 2021 | $ | 1,426,211 | | | 110,644 | | | $ | 111 | | | $ | 523,038 | | | $ | 1,383,760 | | | (5,019) | | | $ | (563,230) | | | $ | (65,899) | | | $ | 1,277,780 | | | $ | 185,046 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended June 30, 2020 |
| Non- controlling interests subject to put provisions | | DaVita Inc. Shareholders’ Equity | | Non- controlling interests not subject to put provisions |
| | |
| | Common stock | | Additional paid-in capital | | Retained earnings | | Treasury stock | | Accumulated other comprehensive loss | | | |
| | Shares | | Amount | | | | Shares | | Amount | | | Total | |
Balance at March 31, 2020 | $ | 1,228,036 | | | 125,857 | | | $ | 126 | | | $ | 720,053 | | | $ | 1,671,331 | | | (4,052) | | | $ | (303,139) | | | $ | (140,525) | | | $ | 1,947,846 | | | $ | 185,498 | |
Comprehensive income: | | | | | | | | | | | | | | | | | | | |
Net income | 34,707 | | | | | | | | | 201,602 | | | | | | | | | 201,602 | | | 18,563 | |
Other comprehensive income | | | | | | | | | | | | | | | 5,418 | | | 5,418 | | | |
Stock award plan | | | 180 | | | | | (7,891) | | | | | | | | | | | (7,891) | | | |
Stock-settled stock-based compensation expense | | | | | | | 21,881 | | | | | | | | | | | 21,881 | | | |
Changes in noncontrolling interest from: | | | | | | | | | | | | | | | | | | | |
Distributions | (39,569) | | | | | | | | | | | | | | | | | | | (20,853) | |
Contributions | 8,812 | | | | | | | | | | | | | | | | | | | 2,383 | |
Acquisitions and divestitures | (3,214) | | | | | | | | | | | | | | | | | | | (1,383) | |
Partial purchases | (6,418) | | | | | | | 4,642 | | | | | | | | | | | 4,642 | | | (4,306) | |
Fair value remeasurements | 19,583 | | | | | | | (19,583) | | | | | | | | | | | (19,583) | | | |
Purchase of treasury stock | | | | | | | | | | | 0 | | 0 | | | | 0 | | |
Balance at June 30, 2020 | $ | 1,241,937 | | | 126,037 | | | $ | 126 | | | $ | 719,102 | | | $ | 1,872,933 | | | (4,052) | | | $ | (303,139) | | | $ | (135,107) | | | $ | 2,153,915 | | | $ | 179,902 | |
DAVITA INC.
CONSOLIDATED STATEMENTS OF EQUITY
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Six months ended June 30, 2020 |
| Non- controlling interests subject to put provisions | | DaVita Inc. Shareholders’ Equity | | Non- controlling interests not subject to put provisions |
| | |
| | Common stock | | Additional paid-in capital | | Retained earnings | | Treasury stock | | Accumulated other comprehensive loss | | | |
| | Shares | | Amount | | | | Shares | | Amount | | | Total | |
Balance at December 31, 2019 | $ | 1,180,376 | | | 125,843 | | | $ | 126 | | | $ | 749,043 | | | $ | 1,431,738 | | | 0 | | | $ | 0 | | | $ | (47,498) | | | $ | 2,133,409 | | | $ | 185,833 | |
Comprehensive income: | | | | | | | | | | | | | | | | | | | |
Net income | 66,883 | | | | | | | | | 441,195 | | | | | | | | | 441,195 | | | 34,689 | |
Other comprehensive loss | | | | | | | | | | | | | | | (87,609) | | | (87,609) | | | |
Stock award plan | | | 194 | | | | | (8,211) | | | | | | | | | | | (8,211) | | | |
Stock-settled stock-based compensation expense | | | | | | | 41,678 | | | | | | | | | | | 41,678 | | | |
Changes in noncontrolling interest from: | | | | | | | | | | | | | | | | | | | |
Distributions | (77,135) | | | | | | | | | | | | | | | | | | | (41,418) | |
Contributions | 14,095 | | | | | | | | | | | | | | | | | | | 6,487 | |
Acquisitions and divestitures | (3,214) | | | | | | | | | | | | | | | | | | | (1,383) | |
Partial purchases | (6,673) | | | | | | | 4,197 | | | | | | | | | | | 4,197 | | | (4,306) | |
Fair value remeasurements | 67,605 | | | | | | | (67,605) | | | | | | | | | | | (67,605) | | | |
Purchase of treasury stock | | | | | | | | | | | (4,052) | | | (303,139) | | | | | (303,139) | | | |
Balance at June 30, 2020 | $ | 1,241,937 | | | 126,037 | | | $ | 126 | | | $ | 719,102 | | | $ | 1,872,933 | | | (4,052) | | | $ | (303,139) | | | $ | (135,107) | | | $ | 2,153,915 | | | $ | 179,902 | |
(unaudited)(dollars and shares in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended June 30, 2021 |
| Non- controlling interests subject to put provisions | | DaVita Inc. Shareholders’ Equity | | Non- controlling interests not subject to put provisions |
| | |
| | Common stock | | Additional paid-in capital | | Retained earnings | | Treasury stock | | Accumulated other comprehensive loss | | | |
| | Shares | | Amount | | | | Shares | | Amount | | | Total | |
Balance at March 31, 2021 | $ | 1,349,160 | | | 110,027 | | | $ | 110 | | | $ | 603,172 | | | $ | 1,089,940 | | | (2,949) | | | $ | (322,333) | | | $ | (122,783) | | | $ | 1,248,106 | | | $ | 185,109 | |
Comprehensive income: | | | | | | | | | | | | | | | | | | | |
Net income | 44,992 | | | | | | | | | 293,820 | | | | | | | | | 293,820 | | | 12,219 | |
Other comprehensive income | | | | | | | | | | | | | | | 56,884 | | | 56,884 | | | |
| | | | | | | | | | | | | | | | | | | |
Stock award plans | | | 617 | | | 1 | | (44,907) | | | | | | | | | | | (44,906) | | | |
Stock-settled stock-based compensation expense | | | | | | | 26,958 | | | | | | | | | | | 26,958 | | | |
Changes in noncontrolling interest from: | | | | | | | | | | | | | | | | | | | |
Distributions | (29,983) | | | | | | | | | | | | | | | | | | | (15,512) | |
Contributions | 3,094 | | | | | | | | | | | | | | | | | | | 2,142 | |
Acquisitions and divestitures | | | | | | | | | | | | | | | | | | | 1,249 | |
Partial purchases | (351) | | | | | | | (2,886) | | | | | | | | | | | (2,886) | | | (161) | |
Fair value remeasurements | 59,299 | | | | | | | (59,299) | | | | | | | | | | | (59,299) | | | |
Purchase of treasury stock | | | | | | | | | | | (2,070) | | | (240,897) | | | | | (240,897) | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Balance at June 30, 2021 | $ | 1,426,211 | | | 110,644 | | | $ | 111 | | | $ | 523,038 | | | $ | 1,383,760 | | | (5,019) | | | $ | (563,230) | | | $ | (65,899) | | | $ | 1,277,780 | | | $ | 185,046 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Six months ended June 30, 2021 |
| Non- controlling interests subject to put provisions | | DaVita Inc. Shareholders’ Equity | | Non- controlling interests not subject to put provisions |
| | |
| | Common stock | | Additional paid-in capital | | Retained earnings | | Treasury stock | | Accumulated other comprehensive loss | | | |
| | Shares | | Amount | | | | Shares | | Amount | | | Total | |
Balance at December 31, 2020 | $ | 1,330,028 | | | 109,933 | | | $ | 110 | | | $ | 597,073 | | | $ | 852,537 | | | — | | | $ | — | | | $ | (66,154) | | | $ | 1,383,566 | | | $ | 183,186 | |
Comprehensive income: | | | | | | | | | | | | | | | | | | | |
Net income | 80,592 | | | | | | | | | 531,223 | | | | | | | | | 531,223 | | | 30,761 | |
Other comprehensive income | | | | | | | | | | | | | | | 255 | | | 255 | | | |
| | | | | | | | | | | | | | | | | | | |
Stock award plans | | | 711 | | 1 | | (51,177) | | | | | | | | | | | (51,176) | | | |
Stock-settled stock-based compensation expense | | | | | | | 50,513 | | | | | | | | | | | 50,513 | | | |
Changes in noncontrolling interest from: | | | | | | | | | | | | | | | | | | | |
Distributions | (64,242) | | | | | | | | | | | | | | | | | | | (35,120) | |
Contributions | 10,789 | | | | | | | | | | | | | | | | | | | 5,136 | |
Acquisitions and divestitures | | | | | | | | | | | | | | | | | | | 1,249 | |
Partial purchases | (552) | | | | | | | (3,775) | | | | | | | | | | | (3,775) | | | (166) | |
Fair value remeasurements | 69,596 | | | | | | | (69,596) | | | | | | | | | | | (69,596) | | | |
Purchase of treasury stock | | | | | | | | | | | (5,019) | | | (563,230) | | | | | (563,230) | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Balance at June 30, 2021 | $ | 1,426,211 | | | 110,644 | | | $ | 111 | | | $ | 523,038 | | | $ | 1,383,760 | | | (5,019) | | | $ | (563,230) | | | $ | (65,899) | | | $ | 1,277,780 | | | $ | 185,046 | |
See notes to condensed consolidated financial statementsstatements.
DAVITA INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(dollars and shares in thousands, except per share data)
Unless otherwise indicated in this Quarterly Report on Form 10-Q, "the Company", "we", "us", "our" and similar terms refer to DaVita Inc. and its consolidated subsidiaries.
1. Condensed consolidated interim financial statements
The unaudited condensed consolidated interim financial statements included in this report are prepared by the Company. In the opinion of management, all adjustments necessary for a fair presentation of the results of operations are reflected in these condensed consolidated interim financial statements. All significant intercompany accounts and transactions have been eliminated. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of revenues, expenses, assets, liabilities, contingencies and noncontrolling interests subject to put provisions. The most significant estimates and assumptions underlying these financial statements and accompanying notes generally involve revenue recognition and accounts receivable, impairments of goodwill,certain fair value estimates, accounting for income taxes certain fair value estimates and loss contingencies. The results of operations reflected in these interim financial statements may not necessarily be indicative of annual operating results. These condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (20202021 (2021 10-K). Prior period classifications have been conformedconform to the current period presentation. The Company has evaluated subsequent events through the date these condensed consolidated interim financial statements were issued and has included all necessary adjustments and disclosures.
2. Revenue recognition
The following table summarizestables summarize the Company's segment revenues by primary payor source:
| | | Three months ended June 30, 2021 | | Three months ended June 30, 2020 | | Three months ended June 30, 2022 | | Three months ended June 30, 2021 |
| | U.S. dialysis | | Other - Ancillary services | | Consolidated | | U.S. dialysis | | Other - Ancillary services | | Consolidated | | U.S. dialysis | | Other — Ancillary services | | Consolidated | | U.S. dialysis | | Other — Ancillary services | | Consolidated |
Dialysis patient service revenues: | Dialysis patient service revenues: | | | | | | | | | | | | Dialysis patient service revenues: | | | | | | | | | | | |
Medicare and Medicare Advantage(1) | Medicare and Medicare Advantage(1) | $ | 1,562,164 | | | $ | | $ | 1,562,164 | | | $ | 1,547,113 | | | $ | | $ | 1,547,113 | | Medicare and Medicare Advantage(1) | $ | 1,529,534 | | | $ | | $ | 1,529,534 | | | $ | 1,562,164 | | | $ | | $ | 1,562,164 | |
Medicaid and Managed Medicaid | Medicaid and Managed Medicaid | 194,641 | | | 194,641 | | | 182,324 | | | 182,324 | | Medicaid and Managed Medicaid | 186,873 | | | 186,873 | | | 194,641 | | | 194,641 | |
Other government(1) | Other government(1) | 82,317 | | | 118,464 | | | 200,781 | | | 86,954 | | | 90,813 | | | 177,767 | | Other government(1) | 86,079 | | | 116,653 | | | 202,732 | | | 82,317 | | | 118,464 | | | 200,781 | |
Commercial | Commercial | 830,801 | | | 50,817 | | | 881,618 | | | 850,558 | | | 35,557 | | | 886,115 | | Commercial | 854,662 | | | 55,708 | | | 910,370 | | | 830,801 | | | 50,817 | | | 881,618 | |
Other revenues: | Other revenues: | | Other revenues: | |
Medicare and Medicare Advantage | Medicare and Medicare Advantage | | 80,211 | | | 80,211 | | | 99,829 | | | 99,829 | | Medicare and Medicare Advantage | | 93,262 | | | 93,262 | | | 80,211 | | | 80,211 | |
Medicaid and Managed Medicaid | Medicaid and Managed Medicaid | | 305 | | | 305 | | | 283 | | | 283 | | Medicaid and Managed Medicaid | | 232 | | | 232 | | | 305 | | | 305 | |
Commercial | Commercial | | 1,189 | | | 1,189 | | | 9,050 | | | 9,050 | | Commercial | | 8,207 | | | 8,207 | | | 1,189 | | | 1,189 | |
Other(2)(1) | Other(2)(1) | 6,415 | | | 10,503 | | | 16,918 | | | 7,995 | | | 9,103 | | | 17,098 | | Other(2)(1) | 6,092 | | | 8,844 | | | 14,936 | | | 6,415 | | | 10,503 | | | 16,918 | |
Eliminations of intersegment revenues | Eliminations of intersegment revenues | (21,317) | | | 0 | | | (21,317) | | | (35,429) | | | (4,171) | | | (39,600) | | Eliminations of intersegment revenues | (19,389) | | | 0 | | (19,389) | | | (21,317) | | | — | | | (21,317) | |
Total | Total | $ | 2,655,021 | | | $ | 261,489 | | | $ | 2,916,510 | | | $ | 2,639,515 | | | $ | 240,464 | | | $ | 2,879,979 | | Total | $ | 2,643,851 | | | $ | 282,906 | | | $ | 2,926,757 | | | $ | 2,655,021 | | | $ | 261,489 | | | $ | 2,916,510 | |
(1)During the first quarter of 2021, the Company realigned the classification of revenue previously disclosed in the “Other government” category to the “Medicare and Medicare Advantage” category for certain government-reimbursed plans which have structure and payment characteristics similar to traditional Medicare Advantage plans. The classification of revenue for these plans for the three months ended June 30, 2020 has also been recast to conform to the current period presentation.
(2)Other primarily consists of management service fees earned in the respective Company line of business as well as other non-patient service revenue from the Company's U.S. ancillary services.services and international operations.
DAVITA INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)
(unaudited)
(dollars and shares in thousands, except per share data)
| | | Six months ended June 30, 2021 | | Six months ended June 30, 2020 | | Six months ended June 30, 2022 | | Six months ended June 30, 2021 |
| | U.S. dialysis | | Other - Ancillary services | | Consolidated | | U.S. dialysis | | Other - Ancillary services | | Consolidated | | U.S. dialysis | | Other - Ancillary services | | Consolidated | | U.S. dialysis | | Other - Ancillary services | | Consolidated |
Dialysis patient service revenues: | Dialysis patient service revenues: | | | | | | | | | | | | Dialysis patient service revenues: | | | | | | | | | | | |
Medicare and Medicare Advantage(1) | Medicare and Medicare Advantage(1) | $ | 3,042,461 | | | $ | | $ | 3,042,461 | | | $ | 3,078,146 | | | $ | | $ | 3,078,146 | | Medicare and Medicare Advantage(1) | $ | 2,993,621 | | | $ | | $ | 2,993,621 | | | $ | 3,042,461 | | | $ | | $ | 3,042,461 | |
Medicaid and Managed Medicaid | Medicaid and Managed Medicaid | 381,884 | | | 381,884 | | | 353,791 | | | 353,791 | | Medicaid and Managed Medicaid | 376,528 | | | 376,528 | | | 381,884 | | | 381,884 | |
Other government(1) | Other government(1) | 162,501 | | | 225,293 | | | 387,794 | | | 170,052 | | | 185,387 | | | 355,439 | | Other government(1) | 166,879 | | | 233,548 | | | 400,427 | | | 162,501 | | | 225,293 | | | 387,794 | |
Commercial | Commercial | 1,666,280 | | | 102,315 | | | 1,768,595 | | | 1,676,140 | | | 75,024 | | | 1,751,164 | | Commercial | 1,689,240 | | | 108,132 | | | 1,797,372 | | | 1,666,280 | | | 102,315 | | | 1,768,595 | |
Other revenues: | Other revenues: | | Other revenues: | |
Medicare and Medicare Advantage | Medicare and Medicare Advantage | | 165,807 | | | 165,807 | | | 198,307 | | | 198,307 | | Medicare and Medicare Advantage | | 176,859 | | | 176,859 | | | 165,807 | | | 165,807 | |
Medicaid and Managed Medicaid | Medicaid and Managed Medicaid | | 605 | | | 605 | | | 649 | | | 649 | | Medicaid and Managed Medicaid | | 769 | | | 769 | | | 605 | | | 605 | |
Commercial | Commercial | | 7,223 | | | 7,223 | | | 19,571 | | | 19,571 | | Commercial | | 9,546 | | | 9,546 | | | 7,223 | | | 7,223 | |
Other(2)(1) | Other(2)(1) | 13,091 | | | 21,665 | | | 34,756 | | | 13,438 | | | 26,705 | | | 40,143 | | Other(2)(1) | 12,068 | | | 18,680 | | | 30,748 | | | 13,091 | | | 21,665 | | | 34,756 | |
Eliminations of intersegment revenues | Eliminations of intersegment revenues | (48,320) | | | (4,294) | | | (52,614) | | | (67,670) | | | (8,324) | | | (75,994) | | Eliminations of intersegment revenues | (41,558) | | | 0 | | (41,558) | | | (48,320) | | | (4,294) | | | (52,614) | |
Total | Total | $ | 5,217,897 | | | $ | 518,614 | | | $ | 5,736,511 | | | $ | 5,223,897 | | | $ | 497,319 | | | $ | 5,721,216 | | Total | $ | 5,196,778 | | | $ | 547,534 | | | $ | 5,744,312 | | | $ | 5,217,897 | | | $ | 518,614 | | | $ | 5,736,511 | |
(1)During the first quarter of 2021, the Company realigned the classification of revenue previously disclosed in the “Other government” category to the “Medicare and Medicare Advantage” category for certain government-reimbursed plans which have structure and payment characteristics similar to traditional Medicare Advantage plans. The classification of revenue for these plans for the six months ended June 30, 2020 has also been recast to conform to the current period presentation.
(2)Other primarily consists of management service fees earned in the respective Company line of business as well as other non-patient service revenue from the Company's U.S. ancillary services.services and international operations.
There are significant uncertainties associated with estimating revenue, which generally take several years to resolve. These estimates are subject to ongoing insurance coverage changes, geographic coverage differences, differing interpretations of contract coverage and other payor issues, as well as patient issues, including determination of applicable primary and secondary coverage, changes in patient insurance coverage and coordination of benefits. As these estimates are refined over time, both positive and negative adjustments to revenue are recognized in the current period.
Dialysis patient service revenues. Revenues are recognized based on the Company’s estimate of the transaction price the Company expects to collect as a result of satisfying its performance obligations. Dialysis patient service revenues are recognized in the period services are provided based on these estimates. Revenues consist primarily of payments from government and commercial health plans for dialysis services provided to patients. AThe Company maintains a usual and customary fee schedule is maintained for the Company’sits dialysis treatments and related lab services; however, actual collectible revenue is normally recognized at a discount from the fee schedule.
Other revenues.Other revenues consist of revenues earned by the Company's non-dialysis ancillary services as well as fees for management and administrative support services provided to outpatient dialysis businesses that the Company does not own or in which the Company owns a noncontrolling interest as well asconsolidate. Other revenues associated with the Company's non-dialysis ancillary services. Revenues associated with dialysis management services, integrated care services, clinical research programs, physician services, and end stage renal disease (ESRD) seamless care organizations are estimated and recognized in the period services are provided. The Company's U.S. ancillary service revenues include revenues earned under risk-based arrangements in the Company's integrated kidney care (IKC) business, including value-based care (VBC) arrangements. Under its VBC arrangements, the Company assumes full or shared financial risk for the total medical cost of care for patients below or above a benchmark. The benchmarks against which the Company incurs profit or loss on these contracts are typically based on the underlying premiums paid to the insuring entity (our counterparty), with adjustments where applicable, or on trended or adjusted medical cost targets.
DAVITA INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)
(unaudited)
(dollars and shares in thousands, except per share data)
3. Earnings per share
Basic earnings per share is calculated by dividing net income attributable to the Company by the weighted average number of common shares outstanding. Weighted average common shares outstanding include restricted stock unit awards that are no longer subject to forfeiture because the recipients have satisfied either the explicit vesting terms or retirement eligibility requirements.
Diluted earnings per share includes the dilutive effect of outstanding stock-settled stock appreciation rights and unvested stock units as computed under the treasury stock method.
DAVITA INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)
(unaudited)
(dollars and shares in thousands, except per share data)
The reconciliations of the numerators and denominators used to calculate basic and diluted earnings per share were as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended June 30, | | Six months ended June 30, |
| 2021 | | 2020 | | 2021 | | 2020 |
Net income attributable to DaVita Inc.: | | | | | | | |
Continuing operations | $ | 293,820 | | | $ | 201,602 | | | $ | 531,223 | | | $ | 431,215 | |
Discontinued operations | 0 | | | 0 | | | 0 | | | 9,980 | |
Net income attributable to DaVita Inc. | $ | 293,820 | | | $ | 201,602 | | | $ | 531,223 | | | $ | 441,195 | |
| | | | | | | |
Weighted average shares outstanding: | | | | | | | |
Basic shares | 106,364 | | | 122,074 | | | 107,606 | | | 123,485 | |
Assumed incremental from stock plans | 5,059 | | | 1,994 | | | 4,949 | | | 1,994 | |
Diluted shares | 111,423 | | | 124,068 | | | 112,555 | | | 125,479 | |
| | | | | | | |
Basic net income attributable to DaVita Inc.: | | | | | | | |
Continuing operations per share | $ | 2.76 | | | $ | 1.65 | | | $ | 4.94 | | | $ | 3.49 | |
Discontinued operations per share | 0 | | | 0 | | | 0 | | | 0.08 | |
Basic net income per share attributable to DaVita Inc. | $ | 2.76 | | | $ | 1.65 | | | $ | 4.94 | | | $ | 3.57 | |
| | | | | | | |
Diluted net income attributable to DaVita Inc.: | | | | | | | |
Continuing operations per share | $ | 2.64 | | | $ | 1.62 | | | $ | 4.72 | | | $ | 3.44 | |
Discontinued operations per share | 0 | | | 0 | | | 0 | | | 0.08 | |
Diluted net income per share attributable to DaVita Inc. | $ | 2.64 | | | $ | 1.62 | | | $ | 4.72 | | | $ | 3.52 | |
| | | | | | | |
Anti-dilutive stock-settled awards excluded from calculation(1) | 141 | | | 3,216 | | | 84 | | | 3,211 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended June 30, | | Six months ended June 30, |
| 2022 | | 2021 | | 2022 | | 2021 |
| | | | | | | |
| | | | | | | |
Net income attributable to DaVita Inc. | $ | 224,809 | | | $ | 293,820 | | | $ | 386,931 | | | $ | 531,223 | |
| | | | | | | |
Weighted average shares outstanding: | | | | | | | |
Basic shares | 94,457 | | | 106,364 | | | 95,382 | | | 107,606 | |
Assumed incremental from stock plans | 3,315 | | | 5,059 | | | 3,739 | | | 4,949 | |
Diluted shares | 97,772 | | | 111,423 | | | 99,121 | | | 112,555 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Basic net income per share attributable to DaVita Inc. | $ | 2.38 | | | $ | 2.76 | | | $ | 4.06 | | | $ | 4.94 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Diluted net income per share attributable to DaVita Inc. | $ | 2.30 | | | $ | 2.64 | | | $ | 3.90 | | | $ | 4.72 | |
| | | | | | | |
Anti-dilutive stock-settled awards excluded from calculation(1) | 1,201 | | | 141 | | | 686 | | | 84 | |
(1)Shares associated with stock awards excluded from the diluted denominator calculation because they were anti-dilutive under the treasury stock method.
DAVITA INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)
(unaudited)
(dollars and shares in thousands, except per share data)
4. Short-term and long-term investments
The Company’s short-term and long-term debt and equity investments, consisting of debt instruments classified as held-to-maturity and equity investments with readily determinable fair values or redemption values, were as follows:
| | | June 30, 2021 | | December 31, 2020 | | June 30, 2022 | | December 31, 2021 |
| | Debt securities | | Equity securities | | Total | | Debt securities | | Equity securities | | Total | | Debt securities | | Equity securities | | Total | | Debt securities | | Equity securities | | Total |
Certificates of deposit and other time deposits | Certificates of deposit and other time deposits | $ | 8,222 | | | $ | 0 | | | $ | 8,222 | | | $ | 8,217 | | | $ | 0 | | | $ | 8,217 | | Certificates of deposit and other time deposits | $ | 104,837 | | | $ | — | | | $ | 104,837 | | | $ | 23,226 | | | $ | — | | | $ | 23,226 | |
Investments in mutual funds and common stocks | Investments in mutual funds and common stocks | 0 | | | 62,256 | | | 62,256 | | | 0 | | | 44,077 | | | 44,077 | | Investments in mutual funds and common stocks | — | | | 40,214 | | | 40,214 | | | — | | | 48,598 | | | 48,598 | |
| | $ | 8,222 | | | $ | 62,256 | | | $ | 70,478 | | | $ | 8,217 | | | $ | 44,077 | | | $ | 52,294 | | | $ | 104,837 | | | $ | 40,214 | | | $ | 145,051 | | | $ | 23,226 | | | $ | 48,598 | | | $ | 71,824 | |
Short-term investments | Short-term investments | $ | 8,222 | | | $ | 28,479 | | | $ | 36,701 | | | $ | 8,217 | | | $ | 11,884 | | | $ | 20,101 | | Short-term investments | $ | 89,830 | | | $ | 10,659 | | | $ | 100,489 | | | $ | 8,227 | | | $ | 14,083 | | | $ | 22,310 | |
Long-term investments | Long-term investments | 0 | | | 33,777 | | | 33,777 | | | 0 | | | 32,193 | | | 32,193 | | Long-term investments | 15,007 | | | 29,555 | | | 44,562 | | | 14,999 | | | 34,515 | | | 49,514 | |
| | $ | 8,222 | | | $ | 62,256 | | | $ | 70,478 | | | $ | 8,217 | | | $ | 44,077 | | | $ | 52,294 | | | $ | 104,837 | | | $ | 40,214 | | | $ | 145,051 | | | $ | 23,226 | | | $ | 48,598 | | | $ | 71,824 | |
Debt securities: The Company's short-term debt investments are principally bank certificates of deposit with contractual maturities longer than three months but shorter than one year. These debt securities are accounted for as held to maturityheld-to-maturity and recorded at amortized cost, which approximated their fair values at June 30, 20212022 and December 31, 2020.2021.
Equity securities: For the quarter ended June 30, 2021The Company holds certain of the Company’s equity investments previously accounted for under the adjusted cost method nowthat have readily determinable fair values from public markets. As a result, these investments were reclassified from equity method and other investments to short-term investments during the quarter ended June 30, 2021. The Company recognized $8,328 in net unrealized gains on these investments during the three months ended June 30, 2021, which were valued at $25,579 as of June 30, 2021. The Company's remaining short-term and long-term equity investments are held within a trust to fund existing obligations associated with the Company’s non-qualified deferred compensation plans.
5. Goodwill
Changes in goodwill by reportable segments were as follows:
| | | | | | | | | | | | | | | | | |
| U.S. dialysis | | Other - Ancillary services | | Consolidated |
Balance at December 31, 2019 | $ | 6,287,100 | | | $ | 500,535 | | | $ | 6,787,635 | |
Acquisitions | 24,377 | | | 105,680 | | | 130,057 | |
Divestitures | (1,549) | | | (6,744) | | | (8,293) | |
Foreign currency and other adjustments | 0 | | | 9,710 | | | 9,710 | |
Balance at December 31, 2020 | $ | 6,309,928 | | | $ | 609,181 | | | $ | 6,919,109 | |
Acquisitions | 3,481 | | | 24,842 | | | 28,323 | |
Foreign currency and other adjustments | 0 | | | (3,767) | | | (3,767) | |
Balance at June 30, 2021 | $ | 6,313,409 | | | $ | 630,256 | | | $ | 6,943,665 | |
| | | | | |
Balance at June 30, 2021: | | | | | |
Goodwill | $ | 6,313,409 | | | $ | 762,407 | | | $ | 7,075,816 | |
Accumulated impairment charges | 0 | | | (132,151) | | | (132,151) | |
| $ | 6,313,409 | | | $ | 630,256 | | | $ | 6,943,665 | |
The Company did not recognize any goodwill impairment charges during the six months ended June 30, 2021 and 2020.
As dialysis treatments are an essential, life-sustaining service for patients who depend on them, the Company's operations have continued throughout the novel coronavirus (COVID-19) pandemic. However, the ultimate impact of the dynamic and evolving COVID-19 pandemic on the Company will depend on future developments that are highly uncertain and difficult to predict, including among other things the ultimate severity and duration of the pandemic, further spread or resurgence of the virus (including as a result of the emergence of new strains of the virus such as the Delta variant), its impact on the chronic kidney disease (CKD) patient population and the Company's patient population, the availability, acceptance, impact and efficacy of COVID-19 vaccines and other treatments, or therapies, the pandemic’s continuing impact on the U.S.
DAVITA INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)
(unaudited)
(dollars and shares in thousands, except per share data)
5. Goodwill
Changes in goodwill by reportable segments were as follows:
| | | | | | | | | | | | | | | | | |
| U.S. dialysis | | Other — Ancillary services | | Consolidated |
Balance at December 31, 2020 | $ | 6,309,928 | | | $ | 609,181 | | | $ | 6,919,109 | |
Acquisitions | 91,979 | | | 81,265 | | | 173,244 | |
Divestitures | (1,745) | | | — | | | (1,745) | |
Foreign currency and other adjustments | — | | | (44,367) | | | (44,367) | |
Balance at December 31, 2021 | $ | 6,400,162 | | | $ | 646,079 | | | $ | 7,046,241 | |
Acquisitions | — | | | (1,145) | | | (1,145) | |
Divestitures | (87) | | | (3,126) | | | (3,213) | |
Foreign currency and other adjustments | — | | | (22,105) | | | (22,105) | |
Balance at June 30, 2022 | $ | 6,400,075 | | | $ | 619,703 | | | $ | 7,019,778 | |
| | | | | |
Balance at June 30, 2022: | | | | | |
Goodwill | $ | 6,400,075 | | | $ | 736,265 | | | $ | 7,136,340 | |
Accumulated impairment charges | — | | | (116,562) | | | (116,562) | |
| $ | 6,400,075 | | | $ | 619,703 | | | $ | 7,019,778 | |
The Company did not recognize any goodwill impairment charges during the six months ended June 30, 2022 and 2021.
As dialysis treatments are an essential, life-sustaining service for patients who depend on them, the Company's operations have continued and are currently expected to continue throughout the novel coronavirus (COVID-19) pandemic. However, the ultimate impact of this COVID-19 pandemic on the Company will depend on future developments that are highly uncertain and difficult to predict, including among others the ultimate severity and duration of the pandemic; further spread or resurgence of the virus, including as a result of the emergence of new strains of the virus such as the Omicron variant and its subvariants; COVID-19's impact on the chronic kidney disease (CKD) patient population and the Company's patient population, including on the mortality of these patients; the availability, acceptance, impact and efficacy of COVID-19 vaccines, treatments, and therapies; the pandemic's continuing impact on the Company's revenue and non-acquired growth due to lower treatment volumes, the U.S. and global economies, labor market conditions, interest rates, inflation and unemployment,monetary policies, as well as the Company's ability to successfully implement cost savings initiatives in response; the potential negative impact on the Company's commercial mix or the number of patients covered by commercial insurance plans; continued increased COVID-19-related costs; supply chain challenges and disruptions; the responses of the Company's competitors to the pandemic and related changes in the marketplace, andmarketplace; the timing, scope and effectiveness of federal, state and local governmental responses.government responses to the pandemic; and any potential changes to the extensive set of federal, state and local laws, regulations and requirements that govern the Company's business. While the Company does not currently expect a material adverse impact to its business as a result of this public health crisis, there can be no assurance that the COVID-19 pandemic will not have a material adverse impact on one or more of the Company's businesses.
Developments, events, changes in operating performance and other changes in circumstances since the dates of the Company’s last annual goodwill impairment assessments have not caused management to believe it is more likely than not that the fair values of any of the Company's reporting units would be less than their respective carrying amounts as of June 30, 2021.2022. Except for the Company's Germany kidney care reporting unit as described further in Note 10 to the Company's consolidated financial statements included in the 20202021 10-K, NaNnone of the Company's various other reporting units were considered at risk of significant goodwill impairment as of June 30, 2021.2022.
DAVITA INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)
(unaudited)
(dollars and shares in thousands, except per share data)
6. Income taxes
The Company's effective tax rate was 18.8% and 24.6% for the three months ended June 30, 2021 and 2020, respectively, and 20.6% and 24.7% for the six months ended June 30, 2021 and 2020, respectively. The decrease in the Company's effective tax rate for the three and six months ended June 30, 2021 compared to the prior year is primarily due to an increase in tax benefits from stock-based compensation deductions in the second quarter of 2021 as well as a reduction in nondeductible advocacy expenses in 2021.
7. Long-term debt
Long-term debt was comprised of the following:
| | | As of June 30, 2021 | | As of June 30, 2022 |
| | June 30, 2021 | | December 31, 2020 | | Maturity date | | Interest rate | | Estimated fair value(1) | | June 30, 2022 | | December 31, 2021 | | Maturity date | | Interest rate | | Estimated fair value(1) |
Senior Secured Credit Facilities: | Senior Secured Credit Facilities: | | | | | | | | | | Senior Secured Credit Facilities: | | | | | | | | | |
Term Loan A | Term Loan A | $ | 1,640,625 | | | $ | 1,684,375 | | | 8/12/2024 | | LIBOR + 1.50% | | $ | 1,640,625 | | Term Loan A | $ | 1,553,125 | | | $ | 1,596,875 | | | 8/12/2024 | | LIBOR+1.75% | | $ | 1,537,594 | |
Term Loan B-1 | Term Loan B-1 | 2,701,978 | | | 2,715,694 | | | 8/12/2026 | | LIBOR + 1.75% | | $ | 2,691,846 | | Term Loan B-1 | 2,674,547 | | | 2,688,263 | | | 8/12/2026 | | LIBOR+1.75% | | $ | 2,497,358 | |
Revolving line of credit | Revolving line of credit | 0 | | | 75,000 | | | 8/12/2024 | | LIBOR + 1.50% | | Revolving line of credit | 425,000 | | | — | | | 8/12/2024 | | LIBOR+1.75% | | $ | 425,000 | |
Senior Notes: | Senior Notes: | | Senior Notes: | |
4.625% Senior Notes | 4.625% Senior Notes | 2,750,000 | | | 1,750,000 | | | 6/1/2030 | | 4.625 | % | | $ | 2,825,625 | | 4.625% Senior Notes | 2,750,000 | | | 2,750,000 | | | 6/1/2030 | | 4.625 | % | | $ | 2,158,750 | |
3.75% Senior Notes | 3.75% Senior Notes | 1,500,000 | | | 1,500,000 | | | 2/15/2031 | | 3.750 | % | | $ | 1,443,750 | | 3.75% Senior Notes | 1,500,000 | | | 1,500,000 | | | 2/15/2031 | | 3.75 | % | | $ | 1,074,375 | |
Acquisition obligations and other notes payable(2) | Acquisition obligations and other notes payable(2) | 151,425 | | | 164,160 | | | 2021-2036 | | 4.99 | % | | $ | 151,425 | | Acquisition obligations and other notes payable(2) | 125,035 | | | 130,599 | | | 2022-2036 | | 5.24 | % | | $ | 125,035 | |
Financing lease obligations(3) | Financing lease obligations(3) | 301,535 | | | 274,292 | | | 2022-2038 | | 4.68 | % | | Financing lease obligations(3) | 285,279 | | | 299,128 | | | 2023-2038 | | 4.54 | % | |
Total debt principal outstanding | Total debt principal outstanding | 9,045,563 | | | 8,163,521 | | | Total debt principal outstanding | 9,312,986 | | | 8,964,865 | | |
Discount, premium and deferred financing costs(4) | Discount, premium and deferred financing costs(4) | (62,865) | | | (77,717) | | | Discount, premium and deferred financing costs(4) | (50,560) | | | (56,685) | | |
| | 8,982,698 | | | 8,085,804 | | | | 9,262,426 | | | 8,908,180 | | |
Less current portion | Less current portion | (184,435) | | | (168,541) | | | Less current portion | (197,510) | | | (179,030) | | |
| | $ | 8,798,263 | | | $ | 7,917,263 | | | | $ | 9,064,916 | | | $ | 8,729,150 | | |
(1)For the Company's senior secured credit facilities and senior notes, fair value estimates are based upon bid and ask quotes, typically a level 2 input. For acquisition obligations and other notes payable, the carrying values presented approximate their estimated fair values, based on estimates of their present values using level 2 interest rate inputs.
(2)The interest rate presented for acquisition obligations and other notes payable is their weighted average interest rate based on the current fixed and LIBORvariable interest rate components in effect as of June 30, 2021.2022.
(3)Financing lease obligations are measured at their approximate present values at inception. The interest rate presented is the weighted average discount rate embedded in financing leases outstanding. The term of one ground lease runs to 2070, in addition to the other lease maturity dates presented in the table above.
(4)As of June 30, 2022, the carrying amount of the Company's senior secured credit facilities have been reduced by a discount of $3,983 and deferred financing costs of $22,983, and the carrying amount of the Company's senior notes have been reduced by deferred financing costs of $38,558 and increased by a debt premium of $14,964. As of December 31, 2021, the carrying amount of the Company's senior secured credit facilities iswere reduced by a discount of $4,965$4,473 and deferred financing costs of $31,488$27,207, and the carrying amount of the Company's senior notes iswere reduced by deferred financing costs of $43,266$40,914 and increased by a debt premium of $16,854. As of December 31, 2020, the carrying amount of the Company's senior secured$15,909.
DAVITA INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)
(unaudited)
(dollars and shares in thousands, except per share data)
credit facilities is reduced by a discount of $5,461 and deferred financing costs of $35,825, and the carrying amount of the Company's senior notes is reduced by deferred financing costs of $36,431.
During the first six months of 2021,2022, the Company made regularly scheduled mandatory principal payments under its senior secured credit facilities totaling $43,750 on Term Loan A and $13,716 on Term Loan B-1.
On February 26, 2021, the Company completed an unregistered add-on offering of $1,000,000 aggregate principal amount to the existing 4.625% senior notes due June 1, 2030 (the Additional 2030 Notes) pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended. The Additional 2030 Notes were issued at an offering price of 101.750% of face amount, plus an interest payment advance to the Company for interest that would have accrued from December 1, 2020 (the last interest payment date) through the closing date, and began bearing full six months' semi-annual coupon interest payments as of June 1, 2021. The terms of the Additional 2030 Notes, other than their issue date, offering price and first interest payment date, are identical to the terms of the $1,750,000 principal amount of the Company’s 4.625% Senior Notes due June 1, 2030 previously issued by the Company on June 9, 2020. The Additional 2030 Notes are unsecured senior obligations and rank equally in right of payment with the Company's existing and future unsecured senior indebtedness. During the six months ended June 30, 2021, the Company incurred $9,089 in fees and other professional expenses associated with this transaction, which were capitalized and will amortize over the term of the Additional 2030 Notes.
As of June 30, 2021,2022, the Company's 2019 interest rate cap agreements have the economic effect of capping the Company's maximum exposure to LIBOR variable interest rate changes on equivalent amounts of the Company's floating rate debt, including all of Term Loan B-1 and a portion of Term Loan A. The remaining $842,603$727,672 outstanding principal balance of Term Loan A isand the $425,000 balance outstanding on the revolving line of credit are subject to LIBOR-based interest rate volatility. These cap agreements are designated as cash flow hedges and, as a result, changes in thetheir fair values of the cap agreements are reported in other comprehensive income. The original premiums paid for the caps are amortized to debt expense on a straight-line basis over the term of each cap agreement starting from its effective date. These cap agreements do not contain credit risk-contingent features.
DAVITA INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)
(unaudited)
(dollars and shares in thousands, except per share data)
The following table summarizes the Company’s interest rate cap agreements outstanding as of June 30, 20212022 and December 31, 2020,2021, which are classified in "Other long-term assets" on its consolidated balance sheet:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Six months ended June 30, 2021 | | Fair value |
| Notional amount | | LIBOR maximum rate | | Effective date | | Expiration date | | Debt expense | | Recorded OCI gain | | June 30, 2021 | | December 31, 2020 |
2019 cap agreements | $ | 3,500,000 | | | 2.00% | | 6/30/2020 | | 6/30/2024 | | $ | 2,754 | | | $ | 3,761 | | | $ | 6,432 | | | $ | 2,671 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Six months ended June 30, 2022 | | Fair value |
| Notional amount | | LIBOR maximum rate | | Effective date | | Expiration date | | Debt expense | | Recorded OCI gain | | June 30, 2022 | | December 31, 2021 |
2019 cap agreements | $ | 3,500,000 | | | 2.00% | | 6/30/2020 | | 6/30/2024 | | $ | 2,754 | | | $ | 72,416 | | | $ | 84,619 | | | $ | 12,203 | |
See Note 109 for further details on amounts reclassified from accumulated other comprehensive loss and recorded as debt expense related to the Company’s interest rate cap agreements for the three and six months ended June 30, 20212022 and 2020.2021.
The Company’s weighted average effective interest rate on its senior secured credit facilities at the end of the second quarter of 20212022 was 2.16%3.77%, based on the current margins in effect for its senior secured credit facilities as of June 30, 2021,2022, as describeddetailed in the table above.
The Company’s overall weighted average effective interest rate for the three and six months ended June 30, 20212022 was 3.36%3.68% and 3.22%3.41%, respectively, and as of June 30, 20212022 was 3.33%4.10%.
As of June 30, 2021,2022, the Company’s interest rates were fixed on approximately 51%50% of its total debt.
As of June 30, 2021,2022, the Company had an undrawn$575,000 available and $425,000 drawn on its $1,000,000 revolving line of credit under its senior secured credit facilities. Credit available under this facility is reduced by the amount of any letters of credit outstanding under this facility, of which there were NaNnone as of June 30, 2021.2022. The Company also had approximately $69,405 of outstanding$108,070 in letters of credit outstanding under a separate bilateral secured letter of credit facility as of June 30, 2021.2022.
8.7. Commitments and contingencies
The majority of the Company’s revenues are from government programs and may be subject to adjustment as a result of: (i) examination by government agencies or contractors, for which the resolution of any matters raised may take extended periods of time to finalize; (ii) differing interpretations of government regulations by different Medicare contractors or regulatory authorities; (iii) differing opinions regarding a patient’s medical diagnosis or the medical necessity of services
DAVITA INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)
(unaudited)
(dollars and shares in thousands, except per share data)
provided; and (iv) retroactive applications or interpretations of governmental requirements. In addition, the Company’s revenues from commercial payors may be subject to adjustment as a result of potential claims for refunds, as a result of government actions or as a result of other claims by commercial payors.
The Company operates in a highly regulated industry and is a party to various lawsuits, demands, claims, qui tam suits, governmental investigations (which frequently arise from qui tam suits) and audits (including, without limitation, investigations or other actions resulting from its obligation to self-report suspected violations of law) and other legal proceedings, including, without limitation, those described below. The Company records accruals for certain legal proceedings and regulatory matters to the extent that the Company determines an unfavorable outcome is probable and the amount of the loss can be reasonably estimated. As of June 30, 20212022 and December 31, 2020,2021, the Company’s total recorded accruals with respect to legal proceedings and regulatory matters, net of anticipated third party recoveries, were immaterial. While these accruals reflect the Company’s best estimate of the probable loss for those matters as of the dates of those accruals, the recorded amounts may differ materially from the actual amount of the losses for those matters, and any anticipated third party recoveries for any such losses may not ultimately be recoverable. Additionally, in some cases, no estimate of the possible loss or range of loss in excess of amounts accrued, if any, can be made because of the inherently unpredictable nature of legal proceedings and regulatory matters, which also may be impacted by various factors, including, without limitation, that they may involve indeterminate claims for monetary damages or may involve fines, penalties or non-monetary remedies; present novel legal theories or legal uncertainties; involve disputed facts; represent a shift in regulatory policy; are in the early stages of the proceedings; or may result in a change of business practices. Further, there may be various levels of judicial review available to the Company in connection with any such proceeding.
The following is a description of certain lawsuits, claims, governmental investigations and audits and other legal proceedings to which the Company is subject.
DAVITA INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)
(unaudited)
(dollars and shares in thousands, except per share data)
Certain Governmental Inquiries and Related Proceedings
2016 U.S. Attorney Texas Investigation: In February 2016, DaVita Rx, LLC (DaVita Rx), a wholly-owned subsidiary of the Company, received a Civil Investigative Demand (CID) from the U.S. Attorney’s Office, Northern District of Texas. The government is conducting a federal False Claims Act (FCA) investigation concerning allegations that DaVita Rx presented or caused to be presented false claims for payment to the government for prescription medications, as well as an investigation into the Company’s relationships with pharmaceutical manufacturers. The government’s investigation covers the period from January 1, 2006 through December 31, 2018. In December 2017, the Company finalized and executed a settlement agreement that resolved certain of the issues in the government’s investigation and that included total monetary consideration of $63,700, as previously disclosed, of which $41,500 was an incremental cash payment and $22,200 was for amounts previously refunded, and all of which was previously accrued. The government’s investigation is ongoing with respect to issues related to DaVita Rx’s historic relationships with certain pharmaceutical manufacturers, and in July 2018 the Office of Inspector General (OIG) served the Company with a subpoena seeking additional documents and information relating to those relationships. On September 15, 2021, the U.S. Attorney’s Office notified the U.S. District Court, Northern District of Texas, of its decision and the decision of 31 states not to elect to intervene at this time in the matter of U.S. ex rel. Doe v. DaVita Inc., et al. The court then unsealed the complaint, which alleges violations of the FCA, by order dated September 17, 2021. The complaint was not served on the Company. In December 2021, the private party relator filed a notice of voluntary dismissal of all claims and the court entered an order dismissing the claims without prejudice. The Company is continuing to cooperate with the government in this investigation.
2017 U.S. Attorney Colorado Investigation: In November 2017, the U.S. Attorney’s Office, District of Colorado informed the Company of an investigation it was conducting into possible federal healthcare offenses involving DaVita Kidney Care, as well as several of the Company’s wholly-owned subsidiaries. In addition to DaVita Kidney Care, the matter currently includes an investigation into DaVita Rx, DaVita Laboratory Services, Inc. (DaVita Labs), and RMS Lifeline Inc. (Lifeline). In each of August 2018, May 2019, and July 2021, the Company received a CID pursuant to the FCA from the U.S. Attorney's Office relating to this investigation. In May 2020, the Company sold its interest in Lifeline, but the Company retained certain liabilities of the Lifeline business, including those related to this investigation. The Company is continuing to cooperate with the government in this investigation.
2018 U.S. Attorney Florida Investigation: In March 2018, DaVita Labs received two CIDs from the U.S. Attorney’s Office, Middle District of Florida that were identical in nature but directed to the two different labs. According to the face of the CIDs, the U.S. Attorney’s Office is conducting an investigation as to whether the Company’s subsidiary submitted claims for blood, urine, and fecal testing, where there were insufficient test validation or stability studies to ensure accurate results, in violation of the FCA. In October 2018, DaVita Labs received a subpoena from the OIG in connection with this matter requesting certain patient records linked to clinical laboratory tests. On September 30, 2019, the U.S. Attorney’s Office notified the U.S. District Court, Middle District of Florida, of its decision not to elect to intervene at this time in the matter of U.S. ex rel. Lorne Holland, et al. v. DaVita Healthcare Partners, Inc., et al. The court then unsealed the complaint, which alleges
DAVITA INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)
(unaudited)
(dollars and shares in thousands, except per share data)
violations of the FCA, by order dated the same day. In January 2020, the private party relators served the Company and DaVita Labs with an amended complaint. On February 24, 2020, the Company and DaVita Labs filed a motion to dismiss the amended complaint. On June 25, 2020, the court denied the motion to dismiss. The Company and DaVita Labs answered the complaint on July 23, 2020. The Company and DaVita Labs dispute these allegations and intend to defend this action accordingly.
2020 U.S. Attorney New Jersey Investigation: In March 2020, the U.S. Attorney’s Office, District of New Jersey served the Company with a subpoena and a CID relating to an investigation being conducted by that office and the U.S. Attorney’s Office, Eastern District of Pennsylvania. The subpoena and CID request information on several topics, including certain of the Company’s joint venture arrangements with physicians and physician groups, medical director agreements, and compliance with its five-year Corporate Integrity Agreement, the term of which expired October 22, 2019. The Company is cooperatingcontinuing to cooperate with the government in this investigation.
2020 California Department of Insurance Investigation: In April 2020, the California Department of Insurance (CDI) sent the Company an Investigative Subpoena relating to an investigation being conducted by that office. CDI issued a superseding subpoena in September 2020. The2020 and an additional subpoena as revised, requestsin September 2021. Those subpoenas request information on a number of topics, including but not limited to the Company’s communications with patients about insurance plans and financial assistance from the American Kidney Fund (AKF), analyses of the potential impact of patients’ decisions to change insurance providers, and documents relating to donations or contributions to the AKF. The Company is cooperatingcontinuing to cooperate with CDI in this investigation.
2020 Department of Justice Investigation: In October 2020, the Company received a CID from the Department of Justice pursuant to a False Claims Actan FCA investigation concerning allegations that DaVita Medical Group (DMG) may have submitted undocumented or unsupported diagnosis codes in connection with Medicare Advantage beneficiaries. The CID covers the period from January 1, 2015 through June 19, 2019, the date the Company completed the divestiture of DMG to Collaborative Care Holdings, LLC. The Company is cooperatingcontinuing to cooperate with the government in this investigation.
* * *
Although the Company cannot predict whether or when proceedings might be initiated or when these matters may be resolved (other than as may be described above), it is not unusual for inquiries such as these to continue for a considerable period of time through the various phases of document and witness requests and on-goingongoing discussions with regulators and to develop over the course of time. In addition to the inquiries and proceedings specifically identified above, the Company
DAVITA INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)
(unaudited)
(dollars and shares in thousands, except per share data)
frequently is subject to other inquiries by state or federal government agencies, many of which relate to qui tam complaints filed by relators. Negative findings or terms and conditions that the Company might agree to accept as part of a negotiated resolution of pending or future government inquiries or relator proceedings could result in, among other things, substantial financial penalties or awards against the Company, substantial payments made by the Company, harm to the Company’s reputation, required changes to the Company’s business practices, an impact on the Company's various relationships and/or contracts related to the Company's business, exclusion from future participation in the Medicare, Medicaid and other federal health care programs and, if criminal proceedings were initiated against the Company, members of its board of directors or management, possible criminal penalties, any of which could have a material adverse effect on the Company.
Other Proceedings
2021 Antitrust Indictment and Putative Class Action Suit: On July 14, 2021, an indictment was returned by a grand jury in the U.S. District Court, District of Colorado against the Company and its former chief executive officer in the matter of U.S. v. DaVita Inc., et al. The two count indictment allegesalleging that purported agreements entered into by itsDaVita's former chief executive officer not to solicit senior-level employees violateviolated Section 1 of the Sherman Act. On July 16,April 15, 2022, a jury returned a verdict in the Company’s favor, acquitting both the Company and its former chief executive officer on all counts. On April 20, 2022, the court entered judgments of acquittal and closed the case. On August 9, 2021, DaVita and its former chief executive officer were added as defendants in a former DaVita employee filed aconsolidated putative class action complaint in the matter of Pena v. Surgical Care Affiliates, LLC, et al.In re Outpatient Medical Center Employee Antitrust Litigation in the U.S. District Court, Northern District of Illinois based onIllinois. This class action complaint asserts that the allegations indefendants violated Section 1 of the matter of U.S. v. DaVita Inc., et al. The complaintSherman Act and seeks to bring an action on behalf of the defendant and similarly situatedcertain groups of individuals including without limitation those employed by the Company between February 1, 2012 through June 30, 2019 as senior-level employees.and January 5, 2021. On October 18, 2021, the Company filed a motion to dismiss the class action complaint. The Company disputes the allegations in the indictment and the class action complaint, as well as the asserted violations of the Sherman Act, and intends to defend these actionsthis action accordingly.
Marietta Memorial Hospital Employee Health Benefit Plan, et al. v. DaVita Inc. et al. No. 20-1641: On November 5, 2021, the United States Supreme Court granted certiorari of an appeal by an employer group health plan, the plan sponsor, and the plan’s advisor of the U.S. Court of Appeals for the Sixth Circuit (Sixth Circuit) decision in the Company's favor. The questions presented involved whether the health plan violates the Medicare Secondary Payor Act (MSPA) by "taking into account" that plan beneficiaries are eligible for Medicare and/or by "differentiating" between the benefits that the plan offers to patients with dialysis versus others. On December 23, 2021, the Solicitor General on behalf of the United States filed an amicus brief supporting the petitioners' request to overturn the Sixth Circuit decision. On January 19, 2022, the Company filed its brief in support of the Sixth Circuit decision. On June 21, 2022, the United States Supreme Court reversed the Sixth Circuit decision and held that the employee health plan for Marietta Memorial Hospital did not violate the MSPA. The case will be remanded back to the lower court for resolution of the outstanding claims.
Additionally, from time to time the Company is subject to other lawsuits, demands, claims, governmental investigations and audits and legal proceedings that arise due to the nature of its business, including, without limitation, contractual disputes,
DAVITA INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)
(unaudited)
(dollars and shares in thousands, except per share data)
such as with payors, suppliers and others, employee-related matters and professional and general liability claims. From time to time, the Company also initiates litigation or other legal proceedings as a plaintiff arising out of contracts or other matters.
* * *
Other than as may be described above, the Company cannot predict the ultimate outcomes of the various legal proceedings and regulatory matters to which the Company is or may be subject from time to time, including those described in this Note 8,7, or the timing of their resolution or the ultimate losses or impact of developments in those matters, which could have a material adverse effect on the Company’s revenues, earnings and cash flows. Further, any legal proceedings or regulatory matters involving the Company, whether meritorious or not, are time consuming, and often require management’s attention and result in significant legal expense, and may result in the diversion of significant operational resources, may impact the Company's various relationships and/or contracts related to the Company's business or otherwise harm the Company’s business, results of operations, financial condition, cash flows or reputation.
Resolved Matters
Peace Officers’ Annuity and Benefit Fund of Georgia Securities Class Action Civil Suit: On February 1, 2017, the Peace Officers’ Annuity and Benefit Fund of Georgia filed a putative federal securities class action complaint in the U.S. District Court for the District of Colorado against the Company and certain executives. The complaint covers the time period of August 2015 to October 2016 and alleges, generally, that the Company and its executives violatedfederal securities laws concerning the Company’s financial results and revenue derived from patients who received charitable premium assistance from an industry-funded non-profit organization. The complaint further alleges that the process by which patients obtained commercial insurance and received charitable premium assistance was improper and "created a false impression of DaVita’s business and operational status and future growth prospects."
While the Company continues to dispute the allegations, it reached an agreement to resolve this matter without admitting to any liability. Settlement of this matter was covered primarily with insurance proceeds. The Company contributed an amount that did not have a material impact on the Company’s consolidated financial position, results of operations or cash flows. On April 13, 2021, the court granted final approval of the settlement.
In re DaVita Inc. Stockholder Derivative Litigation: On August 15, 2017, the U.S. District Court for the District of Delaware consolidated 3 previously disclosed shareholder derivative lawsuits: the Blackburn Shareholder action filed on February 10, 2017, the Gabilondo Shareholder action filed on May 30, 2017, and the City of Warren Police and Fire Retirement System Shareholder action filed on June 9, 2017. The complaint covers the time period from 2015 to present and alleges, generally, breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, corporate waste, and misrepresentations and/or failures to disclose certain information in violation of the federal securities laws in connection with an alleged practice to direct patients with government-subsidized health insurance into private health insurance plans to maximize the Company’s profits.
While the defendants continue to dispute the allegations, an agreement was reached to resolve this matter without admitting to any liability and the court approved the settlement on January 29, 2021. As part of the settlement, the Company agreed to certain corporate governance policies, but did not make any financial contribution towards the settlement.
* * *
Other Commitments
The Company also has certain potential commitments to provide working capital funding, if necessary, to certain nonconsolidated outpatient dialysis businesses that the Company manages and in which the Company owns a noncontrolling equity interest or which are wholly-owned by third parties of approximately $11,455.
DAVITA INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)
(unaudited)
(dollars and shares in thousands, except per share data)
9.equity interest or which are wholly-owned by third parties of approximately $12,425.
In addition, on May 25, 2022, the Company entered into an agreement with Medtronic, Inc. and one of its subsidiaries (collectively, Medtronic) to form a new, independent kidney care-focused medical device company (NewCo). The transaction is expected to close in 2023, subject to customary closing conditions and regulatory approvals. At close, the Company will make a cash payment to Medtronic of approximately $75,000, subject to certain customary adjustments prior to the closing, and will contribute certain other non-cash assets to NewCo valued at approximately $25,000. Additionally, at close, the Company and Medtronic each will contribute approximately $200,000 in cash to launch NewCo. The Company also agreed to pay Medtronic additional consideration of up to $300,000 if certain regulatory and commercial milestones are achieved between 2024 and 2028.
8. Shareholders' equity
Stock-based compensation
During the six months ended June 30, 2021,2022, the Company granted 714993 restricted and performance stock units with an aggregate grant-date fair value of $78,287$110,414 and a weighted-average expected life of approximately 3.5 years and 132130 stock-settled stock appreciation rights with an aggregate grant-date fair value of $4,250$4,573 and a weighted-average expected life of approximately 4.5 years.
As of June 30, 2021,2022, the Company had $204,649$191,666 in total estimated but unrecognized stock-based compensation expense under the Company's equity compensation and employee stock purchase plans. The Company expects to recognize this expense over a weighted average remaining period of 1.4 years.
Share repurchases
The following table summarizes the Company's common stock repurchases during the three and six months ended June 30, 20212022 and 2020:2021:
| | | | | | | | | | | | | | | | | | | | | | | Three months ended June 30, | | Six months ended June 30, |
| | Three months ended June 30, | | Six months ended June 30, | | 2022 | | 2021 | | | 2022 | | 2021 | |
Open market repurchases: | Open market repurchases: | 2021 | | 2020 | | 2021 | | 2020 | Open market repurchases: | | | | | | | | | |
Shares | 2,070 | | | 0 | | | 5,019 | | | 4,052 | | |
Shares repurchased | | Shares repurchased | 3,869 | | | 2,070 | | | | 5,973 | | | 5,019 | | |
Amount paid | Amount paid | $ | 240,897 | | | $ | 0 | | | $ | 563,230 | | | $ | 303,139 | | Amount paid | $ | 369,740 | | | $ | 240,897 | | | | $ | 603,058 | | | $ | 563,230 | | |
Average paid per share | Average paid per share | $ | 116.38 | | | $ | 0 | | | $ | 112.21 | | | $ | 74.81 | | Average paid per share | $ | 95.56 | | | $ | 116.38 | | | | $ | 100.96 | | | $ | 112.21 | | |
The Company repurchased 890901 shares of its common stock for $107,199$74,761 at an average cost of $120.50$82.94 per share subsequent to June 30, 20212022 through August 2, 2021.July 29, 2022.
Effective on December 10, 2020,The Company is authorized to make purchases from time to time in the Company's Board of Directors (Board) terminated all remaining prioropen market or in privately negotiated transactions, including without limitation, through accelerated share repurchase authorizations available totransactions, derivative transactions, tender offers, Rule 10b5-1 plans or any combination of the Companyforegoing, depending upon market conditions and approved a new share repurchase authorization of $2,000,000. other considerations.
As of August 2, 2021,July 29, 2022, the Company had a total of $1,259,527$1,706,120 available under the current authorization for additional share repurchases. Although this share repurchase authorization does not have an expiration date, the Company remains subject to share repurchase limitations including under the terms of its current senior secured credit facilities.
10. Accumulated other comprehensive loss
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended June 30, 2021 | | Six months ended June 30, 2021 |
| Interest rate cap agreements | | Foreign currency translation adjustments | | Accumulated other comprehensive loss | | Interest rate cap agreements | | Foreign currency translation adjustments | | Accumulated other comprehensive loss |
Beginning balance | $ | (6,551) | | | $ | (116,232) | | | $ | (122,783) | | | $ | (12,466) | | | $ | (53,688) | | | $ | (66,154) | |
Unrealized (losses) gains | (2,744) | | | 57,910 | | | 55,166 | | | 3,761 | | | (4,634) | | | (873) | |
Related income tax | 685 | | | 0 | | | 685 | | | (938) | | | 0 | | | (938) | |
| (2,059) | | | 57,910 | | | 55,851 | | | 2,823 | | | (4,634) | | | (1,811) | |
Reclassification into net income | 1,377 | | | 0 | | | 1,377 | | | 2,754 | | | 0 | | | 2,754 | |
Related income tax | (344) | | | 0 | | | (344) | | | (688) | | | 0 | | | (688) | |
| 1,033 | | | 0 | | | 1,033 | | | 2,066 | | | 0 | | | 2,066 | |
Ending balance | $ | (7,577) | | | $ | (58,322) | | | $ | (65,899) | | | $ | (7,577) | | | $ | (58,322) | | | $ | (65,899) | |
DAVITA INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)
(unaudited)
(dollars and shares in thousands, except per share data)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended June 30, 2020 | | Six months ended June 30, 2020 |
| Interest rate cap agreements | | Foreign currency translation adjustments | | Accumulated other comprehensive loss | | Interest rate cap agreements | | Foreign currency translation adjustments | | Accumulated other comprehensive loss |
Beginning balance | $ | (12,828) | | | $ | (127,697) | | | $ | (140,525) | | | $ | (1,433) | | | $ | (46,065) | | | $ | (47,498) | |
Unrealized (losses) gains | (2,431) | | | 5,619 | | | 3,188 | | | (19,777) | | | (76,013) | | | (95,790) | |
Related income tax | 607 | | | 0 | | | 607 | | | 4,935 | | | 0 | | | 4,935 | |
| (1,824) | | | 5,619 | | | 3,795 | | | (14,842) | | | (76,013) | | | (90,855) | |
Reclassification into net income | 2,163 | | | 0 | | | 2,163 | | | 4,326 | | | 0 | | | 4,326 | |
Related income tax | (540) | | | 0 | | | (540) | | | (1,080) | | | 0 | | | (1,080) | |
| 1,623 | | | 0 | | | 1,623 | | | 3,246 | | | 0 | | | 3,246 | |
Ending balance | $ | (13,029) | | | $ | (122,078) | | | $ | (135,107) | | | $ | (13,029) | | | $ | (122,078) | | | $ | (135,107) | |
9. Accumulated other comprehensive loss | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended June 30, 2022 | | Six months ended June 30, 2022 |
| Interest rate cap agreements | | Foreign currency translation adjustments | | Accumulated other comprehensive loss | | Interest rate cap agreements | | Foreign currency translation adjustments | | Accumulated other comprehensive loss |
Beginning balance | $ | 40,987 | | | $ | (75,857) | | | $ | (34,870) | | | $ | (1,178) | | | $ | (138,069) | | | $ | (139,247) | |
Unrealized gains (losses) | 17,610 | | | (91,176) | | | (73,566) | | | 72,416 | | | (28,964) | | | 43,452 | |
Related income tax | (4,393) | | | — | | | (4,393) | | | (18,067) | | | — | | | (18,067) | |
| 13,217 | | | (91,176) | | | (77,959) | | | 54,349 | | | (28,964) | | | 25,385 | |
Reclassification into net income | 1,377 | | | — | | | 1,377 | | | 2,754 | | | — | | | 2,754 | |
Related income tax | (344) | | | — | | | (344) | | | (688) | | | — | | | (688) | |
| 1,033 | | | — | | | 1,033 | | | 2,066 | | | — | | | 2,066 | |
Ending balance | $ | 55,237 | | | $ | (167,033) | | | $ | (111,796) | | | $ | 55,237 | | | $ | (167,033) | | | $ | (111,796) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended June 30, 2021 | | Six months ended June 30, 2021 |
| Interest rate cap agreements | | Foreign currency translation adjustments | | Accumulated other comprehensive loss | | Interest rate cap agreements | | Foreign currency translation adjustments | | Accumulated other comprehensive loss |
Beginning balance | $ | (6,551) | | | $ | (116,232) | | | $ | (122,783) | | | $ | (12,466) | | | $ | (53,688) | | | $ | (66,154) | |
Unrealized (losses) gains | (2,744) | | | 57,910 | | | 55,166 | | | 3,761 | | | (4,634) | | | (873) | |
Related income tax | 685 | | | — | | | 685 | | | (938) | | | — | | | (938) | |
| (2,059) | | | 57,910 | | | 55,851 | | | 2,823 | | | (4,634) | | | (1,811) | |
Reclassification into net income | 1,377 | | | — | | | 1,377 | | | 2,754 | | | — | | | 2,754 | |
Related income tax | (344) | | | — | | | (344) | | | (688) | | | — | | | (688) | |
| 1,033 | | | — | | | 1,033 | | | 2,066 | | | — | | | 2,066 | |
Ending balance | $ | (7,577) | | | $ | (58,322) | | | $ | (65,899) | | | $ | (7,577) | | | $ | (58,322) | | | $ | (65,899) | |
The interest rate cap agreement net realized losses reclassified into net income are recorded as debt expense in the corresponding consolidated statements of income. See Note 76 for further details.
11.10. Acquisitions and divestitures
Routine acquisitions
During the six months ended June 30, 2021,2022, the Company acquired dialysis businesses consisting of 1 dialysis center located in the U.S. and 75 dialysis centers located outside the U.S. for a total of $23,890 in net cash of $9,491, contingent earn-out obligations of $2,694$523 and deferred purchase price and liabilities assumed of $3,301.$5,784. The assets and liabilities for these acquisitions were recorded at their estimated fair values at the dates of the acquisitions and are included in the Company’s condensed consolidated financial statements, as are their operating results, from the designated effective dates of the acquisitions.
The initial purchase price allocations for these transactions have been recorded at estimated fair values based on information available to management and will be finalized when certain information arranged to be obtained has been received. In particular, certain income tax amounts are pending final evaluation and quantification of any pre-acquisition tax contingencies. In addition, valuation of intangibles, leases and certain other working capital items relating to several of these acquisitions are pending final quantification.
The following table summarizes the assets acquired and liabilities assumed in these transactions andamount of goodwill recognized at their acquisition dates at estimated fair values, as well as the estimated fair value of the noncontrolling interests assumed in these transactions:
| | | | | |
Current assets | $ | 3,832 | |
Property and equipment | 1,853 | |
Other long-term assets | 2,259 | |
Indefinite-lived licenses | 1,593 | |
Goodwill | 28,323 | |
Liabilities assumed | (6,726) | |
Noncontrolling interests | (1,249) | |
| $ | 29,885 | |
Goodwill deductible for tax purposes associated with acquisitions completedor adjusted during the six months ended June 30, 20212022 that is deductible for tax purposes was $27,159.$(1,145).
DAVITA INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)
(unaudited)
(dollars and shares in thousands, except per share data)
Contingent earn-out obligations
The Company has several contingent earn-out obligations associated with acquisitions that could result in the Company paying the former owners of acquired companiesbusinesses a total of up to approximately $42,581$64,846 if certain performance targets or quality margins are met over the next one year to five years.
Contingent earn-out obligations are remeasured to fair value at each reporting date until the contingencies are resolved with changes in the liability due to the remeasurement recognized in earnings. As of June 30, 2021,2022, the Company estimated the fair value of these contingent earn-out obligations to be $28,342,$29,299, of which $11,389$10,047 is included in other current liabilities and the remaining $16,953$19,252 is included in other long-term liabilities in the Company’s consolidated balance sheet.
The following is a reconciliation of changes in contingent earn-out obligations for the three and six months ended June 30, 2021:obligations:
| | | | | | | | | | | |
| Three months ended June 30, 2021 | | Six months ended June 30, 2021 |
Beginning balance | $ | 28,225 | | | $ | 30,248 | |
Acquisitions | 2,156 | | | 2,694 | |
Foreign currency translation | 3,055 | | | 975 | |
Fair value remeasurements | 60 | | | (154) | |
Payments | (5,154) | | | (5,421) | |
Ending balance | $ | 28,342 | | | $ | 28,342 | |
Discontinued operations
On June 19, 2019, the Company completed the sale of its DaVita Medical Group (DMG) business to Collaborative Care Holdings, LLC (Optum), a subsidiary of UnitedHealth Group Inc. At close of the DMG sale, the Company's ultimate net sale proceeds remained subject to resolution of certain post-closing purchase price adjustments described in the equity purchase agreement, which adjustments were finalized in the fourth quarter of 2020. During the first six months of 2020, the Company recognized $9,980 in additional tax benefits under the Coronavirus Aid, Relief, and Economic Security Act related to its period of DMG ownership, which were recognized as an adjustment to the Company's loss on sale of the DMG business. | | | | | | | | | | | |
| Three months ended June 30, 2022 | | Six months ended June 30, 2022 |
Beginning balance | $ | 34,193 | | | $ | 33,600 | |
Acquisitions | 278 | | | 523 | |
Foreign currency translation | (2,104) | | | 1,144 | |
Fair value remeasurements | (2,799) | | | (2,779) | |
Payments | (269) | | | (3,189) | |
Ending balance | $ | 29,299 | | | $ | 29,299 | |
12.11. Variable interest entities (VIEs)
At June 30, 2021,2022, these condensed consolidated financial statements include total assets of VIEs of $316,881$297,501 and total liabilities and noncontrolling interests of VIEs to third parties of $206,326.$194,322. There have been no material changes in the nature of the Company's arrangements with VIEs or its judgments concerning them from those described in Note 23 to the Company's consolidated financial statements included in the 20202021 10-K.
13.12. Fair values of financial instruments
The Company measures the fair value of certain assets, liabilities and noncontrolling interests subject to put provisions (redeemable equity interests classified as temporary equity) based upon certain valuation techniques that include observable or unobservable inputs and assumptions that market participants would use in pricing these assets, liabilities, temporary equity and commitments. The Company has also classified assets, liabilities and temporary equities that are measured at fair value on a recurring basis into the appropriate fair value hierarchy levels as defined by the Financial Accounting Standards Board (FASB).
The following table summarizes the Company’s assets, liabilities and temporary equities measured at fair value on a recurring basis as of June 30, 2022:
| | | | | | | | | | | | | | | | | | | | | | | |
| Total | | Quoted prices in active markets for identical assets (Level 1) | | Significant other observable inputs (Level 2) | | Significant unobservable inputs (Level 3) |
Assets | | | | | | | |
Investments in equity securities | $ | 40,214 | | | $ | 40,214 | | | $ | — | | | $ | — | |
Interest rate cap agreements | $ | 84,619 | | | $ | — | | | $ | 84,619 | | | $ | — | |
Liabilities | | | | | | | |
Contingent earn-out obligations | $ | 29,299 | | | $ | — | | | $ | — | | | $ | 29,299 | |
Temporary equity | | | | | | | |
Noncontrolling interests subject to put provisions | $ | 1,385,821 | | | $ | — | | | $ | — | | | $ | 1,385,821 | |
DAVITA INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)
(unaudited)
(dollars and shares in thousands, except per share data)
The following table summarizes the Company’s assets, liabilities and temporary equities measured at fair value on a recurring basis as of June 30, 2021:
| | | | | | | | | | | | | | | | | | | | | | | |
| Total | | Quoted prices in active markets for identical assets (Level 1) | | Significant other observable inputs (Level 2) | | Significant unobservable inputs (Level 3) |
Assets | | | | | | | |
Investments in equity securities | $ | 62,256 | | | $ | 62,256 | | | $ | 0 | | | $ | 0 | |
Interest rate cap agreements | $ | 6,432 | | | $ | 0 | | | $ | 6,432 | | | $ | 0 | |
Liabilities | | | | | | | |
Contingent earn-out obligations | $ | 28,342 | | | $ | 0 | | | $ | 0 | | | $ | 28,342 | |
Temporary equity | | | | | | | |
Noncontrolling interests subject to put provisions | $ | 1,426,211 | | | $ | 0 | | | $ | 0 | | | $ | 1,426,211 | |
For reconciliations of changes in contingent earn-out obligations and noncontrolling interests subject to put provisions during the three and six months ended June 30, 2021,2022, see Note 1110 and the consolidated statement of equity, respectively.
Investments in equity securities represent investments in various open-ended registered investment companies (mutual funds) and common stocks some of which are held within a trust to fund existing obligations associated with several of the Company's non-qualified deferred compensation plans. These investmentsand are recorded at fair value estimated based on reported market prices or redemption prices, as applicable. See Note 4 for further discussion.
Interest rate cap agreements are recorded at fair value estimated from valuation models utilizing the income approach and commonly accepted valuation techniques that use inputs from closing prices for similar assets and liabilities in active markets as well as other relevant observable market inputs at quoted intervals such as current interest rates, forward yield curves, implied volatility and credit default swap pricing. The Company does not believe the ultimate amount that could be realized upon settlement of these interest rate cap agreements would be materially different from the fair value estimates currently reported. See Note 76 for further discussion.
The estimated fair value measurements of contingent earn-out obligations are primarily based on unobservable inputs, including projected earnings before interest, taxes, depreciation, and amortization (EBITDA), revenue and certain operating metrics. The estimated fair values of these contingent earn-out obligations are remeasured as of each reporting date and could fluctuate based upon any significant changes in key assumptions, such as changes in the Company's credit risk adjusted rate that is used to discount obligations to present value. See Note 1110 for further discussion.
The estimated fair value of noncontrolling interests subject to put provisions is based principally on the higher of either estimated liquidation value of net assets or a multiple of earnings for each subject dialysis partnership, based on historical earnings, revenue mix, and other performance indicators that can affect future results. The multiples used for these valuations are derived from observed ownership transactions for dialysis businesses between unrelated parties in the U.S. in recent years, and the specific valuation multiple applied to each dialysis partnership is principally determined by its recent and expected revenue mix and contribution margin. As of June 30, 2021,2022, an increase or decrease in the weighted average multiple used in these valuations of one times EBITDA would change the estimated fair value of these noncontrolling interests by approximately $180,000.$175,000. See NoteNotes 17 and Note 24 to the Company's consolidated financial statements included in the 20202021 10-K for further discussion of the Company’s methodology for estimating the fair value of noncontrolling interests subject to put obligations.
The Company's fair value estimates for its senior secured credit facilities and senior notes are based upon bid and ask quotes for these instruments, typically a level 2 input. See Note 76 for further discussion of the Company's debt.
Other financial instruments consist primarily of cash and cash equivalents, restricted cash and cash equivalents, accounts receivable, accounts payable, other accrued liabilities, lease liabilities and debt. The balances of financial instruments other than debt and lease liabilities are presented in these condensed consolidated financial statements at June 30, 20212022 at their approximate fair values due to the short-term nature of their settlements.
DAVITA INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)
(unaudited)
(dollars and shares in thousands, except per share data)
14.13. Segment reporting
The Company’s operationsoperating divisions are comprised of its U.S. dialysis and related lab services business (its U.S. dialysis business), its variousU.S. integrated kidney care business, its U.S. other ancillary services includingand its international operations (collectively, its ancillary services), andas well as its corporate administrative support.
The Company’s separate operating segments include its U.S. dialysis and related lab services business, each of its U.S. integrated kidney care business, its U.S. other ancillary services, its kidney care operations in each foreign sovereign jurisdiction, its other health operations in each foreign sovereign jurisdiction, and its equity method investment in the Asia Pacific joint venture (APAC JV). The U.S. dialysis and related lab services business qualifies as a separately reportable segment, and all other ancillary services operating segments, including the international operating segments have been combined and disclosed in the other segments category. See Note 25 to the Company's consolidated financial statements included in the 20202021 10-K for further description of how the Company determines and measures results for its operating segments.
DAVITA INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)
(unaudited)
(dollars and shares in thousands, except per share data)
The following is a summary of segment net revenues, segment operating incomemargin (loss), and a reconciliation of segment operating income (loss)margin to consolidated income before income taxes:
| | | Three months ended June 30, | | Six months ended June 30, | | Three months ended June 30, | | Six months ended June 30, |
| | 2021 | | 2020 | | 2021 | | 2020 | | 2022 | | 2021 | | 2022 | | 2021 |
Segment revenues: | Segment revenues: | | | | | | | | Segment revenues: | | | | | | | |
U.S. dialysis | U.S. dialysis | | | | | U.S. dialysis | | | | |
Dialysis patient service revenues: | Dialysis patient service revenues: | | | | | Dialysis patient service revenues: | | | | |
External sources | External sources | $ | 2,648,676 | | | $ | 2,631,827 | | | $ | 5,204,936 | | | $ | 5,211,067 | | External sources | $ | 2,637,738 | | | $ | 2,648,676 | | | $ | 5,184,700 | | | $ | 5,204,936 | |
Intersegment revenues | Intersegment revenues | 21,247 | | | 35,122 | | | 48,190 | | | 67,062 | | Intersegment revenues | 19,410 | | | 21,247 | | | 41,568 | | | 48,190 | |
| U.S. dialysis patient service revenues | U.S. dialysis patient service revenues | 2,669,923 | | | 2,666,949 | | | 5,253,126 | | | 5,278,129 | | U.S. dialysis patient service revenues | 2,657,148 | | | 2,669,923 | | | 5,226,268 | | | 5,253,126 | |
Other revenues(1): | | |
Other revenues: | | Other revenues: | |
External sources | External sources | 6,345 | | | 7,688 | | | 12,961 | | | 12,830 | | External sources | 6,113 | | | 6,345 | | | 12,078 | | | 12,961 | |
Intersegment revenues | Intersegment revenues | 70 | | | 307 | | | 130 | | | 608 | | Intersegment revenues | (21) | | | 70 | | | (10) | | | 130 | |
Total U.S. dialysis revenues | Total U.S. dialysis revenues | 2,676,338 | | | 2,674,944 | | | 5,266,217 | | | 5,291,567 | | Total U.S. dialysis revenues | 2,663,240 | | | 2,676,338 | | | 5,238,336 | | | 5,266,217 | |
Other—Ancillary services | Other—Ancillary services | | | | | | | | Other—Ancillary services | | | | | | | |
Dialysis patient service revenues | Dialysis patient service revenues | 169,281 | | | 126,370 | | | 327,608 | | | 260,411 | | Dialysis patient service revenues | 172,361 | | | 169,281 | | | 341,680 | | | 327,608 | |
Other external sources | Other external sources | 92,208 | | | 114,094 | | | 191,006 | | | 236,908 | | Other external sources | 110,545 | | | 92,208 | | | 205,854 | | | 191,006 | |
Intersegment revenues | Intersegment revenues | 0 | | | 4,171 | | | 4,294 | | | 8,324 | | Intersegment revenues | — | | | — | | | — | | | 4,294 | |
Total ancillary services revenues | Total ancillary services revenues | 261,489 | | | 244,635 | | | 522,908 | | | 505,643 | | Total ancillary services revenues | 282,906 | | | 261,489 | | | 547,534 | | | 522,908 | |
Total net segment revenues | Total net segment revenues | 2,937,827 | | | 2,919,579 | | | 5,789,125 | | | 5,797,210 | | Total net segment revenues | 2,946,146 | | | 2,937,827 | | | 5,785,870 | | | 5,789,125 | |
Elimination of intersegment revenues | Elimination of intersegment revenues | (21,317) | | | (39,600) | | | (52,614) | | | (75,994) | | Elimination of intersegment revenues | (19,389) | | | (21,317) | | | (41,558) | | | (52,614) | |
Consolidated revenues | Consolidated revenues | $ | 2,916,510 | | | $ | 2,879,979 | | | $ | 5,736,511 | | | $ | 5,721,216 | | Consolidated revenues | $ | 2,926,757 | | | $ | 2,916,510 | | | $ | 5,744,312 | | | $ | 5,736,511 | |
Segment operating income (loss): | | | | | | | | |
Segment operating margin (loss): | | Segment operating margin (loss): | | | | | | | |
U.S. dialysis | U.S. dialysis | $ | 533,779 | | | $ | 522,630 | | | $ | 1,013,686 | | | $ | 1,014,236 | | U.S. dialysis | $ | 472,801 | | | $ | 533,779 | | | $ | 879,241 | | | $ | 1,013,686 | |
Other—Ancillary services | Other—Ancillary services | (17,808) | | | (39,622) | | | (29,668) | | | (42,268) | | Other—Ancillary services | (9,113) | | | (17,808) | | | (41,418) | | | (29,668) | |
Total segment operating income | 515,971 | | | 483,008 | | | 984,018 | | | 971,968 | | |
Reconciliation of segment operating income to consolidated income from continuing operations before income taxes: | | | | | | | | |
Total segment operating margin | | Total segment operating margin | 463,688 | | | 515,971 | | | 837,823 | | | 984,018 | |
Reconciliation of segment operating income to consolidated income before income taxes: | | Reconciliation of segment operating income to consolidated income before income taxes: | | | | |
Corporate administrative support | Corporate administrative support | (25,495) | | | (73,088) | | | (50,940) | | | (96,672) | | Corporate administrative support | (30,973) | | | (25,495) | | | (66,800) | | | (50,940) | |
Consolidated operating income | Consolidated operating income | 490,476 | | | 409,920 | | | 933,078 | | | 875,296 | | Consolidated operating income | 432,715 | | | 490,476 | | | 771,023 | | | 933,078 | |
Debt expense | Debt expense | (73,324) | | | (81,381) | | | (140,338) | | | (169,984) | | Debt expense | (82,586) | | | (73,324) | | | (156,377) | | | (140,338) | |
Debt refinancing charges | 0 | | | 0 | | | 0 | | | (2,948) | | |
Other income, net | 15,188 | | | 9,545 | | | 16,356 | | | 5,195 | | |
Consolidated income from continuing operations before income taxes | $ | 432,340 | | | $ | 338,084 | | | $ | 809,096 | | | $ | 707,559 | | |
| Other (loss) income, net | | Other (loss) income, net | (1,284) | | | 15,188 | | | (3,070) | | | 16,356 | |
Consolidated income before income taxes | | Consolidated income before income taxes | $ | 348,845 | | | $ | 432,340 | | | $ | 611,576 | | | $ | 809,096 | |
(1)Includes management fee revenue from providing management and administrative services to dialysis ventures in which the Company owns a noncontrolling equity investment or which are wholly-owned by third parties.
0
DAVITA INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)
(unaudited)
(dollars and shares in thousands, except per share data)
Depreciation and amortization expense by reportable segment was as follows:
| | | Three months ended June 30, | | Six months ended June 30, | | Three months ended June 30, | | Six months ended June 30, |
| | 2021 | | 2020 | | 2021 | | 2020 | | 2022 | | 2021 | | 2022 | | 2021 |
U.S. dialysis | U.S. dialysis | $ | 159,856 | | | $ | 148,312 | | | $ | 315,802 | | | $ | 294,612 | | U.S. dialysis | $ | 160,612 | | | $ | 159,856 | | | $ | 322,632 | | | $ | 315,802 | |
Other—Ancillary services | Other—Ancillary services | 9,833 | | | 9,064 | | | 19,588 | | | 17,443 | | Other—Ancillary services | 10,564 | | | 9,833 | | | 21,488 | | | 19,588 | |
| | $ | 169,689 | | | $ | 157,376 | | | $ | 335,390 | | | $ | 312,055 | | | $ | 171,176 | | | $ | 169,689 | | | $ | 344,120 | | | $ | 335,390 | |
Expenditures for property and equipment by reportable segment were as follows:
| | | Six months ended June 30, | | | Six months ended June 30, |
| | 2021 | | 2020 | | | 2022 | | 2021 |
U.S. dialysis | U.S. dialysis | $ | 271,884 | | | $ | 280,801 | | U.S. dialysis | | $ | 237,686 | | | $ | 271,884 | |
Other—Ancillary services | Other—Ancillary services | 22,554 | | | 10,866 | | Other—Ancillary services | | 27,775 | | | 22,554 | |
| | | | $ | 265,461 | | | $ | 294,438 | |
| $ | 294,438 | | | $ | 291,667 | | |
A summary of assets by reportable segment waswere as follows:
| | | June 30, 2021 | | December 31, 2020 | | June 30, 2022 | | December 31, 2021 |
U.S. dialysis | U.S. dialysis | $ | 16,084,542 | | | $ | 15,344,647 | | U.S. dialysis | $ | 15,325,222 | | | $ | 15,375,000 | |
Other—Ancillary services | Other—Ancillary services | 1,725,769 | | | 1,643,869 | | Other—Ancillary services | 1,775,353 | | | 1,746,488 | |
Consolidated assets | Consolidated assets | $ | 17,810,311 | | | $ | 16,988,516 | | Consolidated assets | $ | 17,100,575 | | | $ | 17,121,488 | |
15.14. New accounting standards
New standards recently adopted
In December 2019, the FASB issued Accounting Standards Update (ASU) No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. ASU No. 2019-12 attempts to simplify aspects of accounting for franchise taxes and enacted changes in tax laws or rates, and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The amendments in this ASU became effective for the Company beginning on January 1, 2021. The adoption of ASU No. 2019-12 did not have a material impact on the Company's consolidated financial statements.
New standards not yet adopted
In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. ASU No. 2020-04 provides optional expedients and exceptions for applying U.S. generally accepted accounting principles to contract modifications and hedging relationships, subject to certain criteria, that reference LIBOR or another rate that is expected to be discontinued. The amendments in this ASU were effective beginning on March 12, 2020, and the Company may elect to apply the amendments prospectively through December 31, 2022. Effective January 1, 2022 certain LIBOR tenors that do not affect the Company, including the one-week and two-month U.S. dollar LIBOR rate, ceased or became non-representative. The remaining U.S. dollar LIBOR tenors will cease or become non-representative effective July 1, 2023. This change will have no impact on the Company's ability to borrow. The Company is currently assessing the effectother effects this guidance may have on its consolidated financial statements.
In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Acquired Contract Assets and Contract Liabilities. ASU 2021-08 requires application of ASC 606, Revenue from Contracts with Customers, to recognize and measure assets and liabilities from contracts with customers acquired in a business combination. This ASU creates an exception to the general recognition and measurement principle in ASC 805 and will result in recognition of contract assets and contract liabilities consistent with those recorded by the acquiree immediately before the acquisition date. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted for all entities. The Company does not expect the adoption of this standard to have a material impact on the Company's consolidated financial statements.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward-looking statements
This Quarterly Report on Form 10-Q, including this Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains statements that are forward-looking statements within the meaning of the federal securities laws and as such are intended to be covered by the safe harbor for "forward-looking statements" provided by the Private Securities Litigation Reform Act of 1995. These forward-looking statements could include, among other things, DaVita's response to and the expected future impacts of the novel coronavirus (COVID-19), including statements about our balance sheet and liquidity, our expenses and expense offsets, revenues, potential need, ability or willingness to use any funds under government relief programs,billings and collections, availability or cost of supplies, treatment volumes, mix expectation, such as the percentage or number of patients under commercial insurance, the availability, acceptance, impact, administration and efficacy of COVID-19 vaccines, treatments and other treatments or therapies, the continuing impact on the U.S. and global economies, unemployment and labor market conditions, and overall impact on our patients and teammates, as well as other statements regarding our future operations, financial condition and prospects, expenses, strategic initiatives, government and commercial payment rates, expectations related to value-based care, and integrated kidney care and Medicare Advantage plan enrollment, and our ongoing stock repurchase program. All statements in this report, other than statements of historical fact, are forward-looking statements. Without limiting the foregoing, statements including the words "expect," "intend," "will," “could,” "plan," "anticipate," "believe" and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based on DaVita's current expectations and are based solely on information available as of the date of this report. DaVita undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of changed circumstances, new information, future events or otherwise, except as may be required by law. Actual future events and results could differ materially from any forward-looking statements due to numerous factors that involve substantial known and unknown risks and uncertainties. These risks and uncertainties include, among other things:
•the continuing impact of the dynamic and evolving COVID-19 pandemic, including, without limitation, on our patients, teammates, physician partners, suppliers, business, operations, reputation, financial condition and results of operations; the government’s response to the COVID-19 pandemic;pandemic, including, among other things, federal, state and local vaccine mandates or surveillance testing requirements and the extent to which they may ultimately be applicable to us; the pandemic's continuing impact on the U.S. and global economies, unemployment and other labor market conditions, interest rates, inflation and evolving monetary policies; the availability, acceptance, impact and efficacy of COVID-19 vaccines, and other treatments orand therapies; further spread or resurgence of the virus, including as a result of the emergence of new strains of the virus, such as the Delta variant;Omicron variant and its subvariants; the continuing impact of the pandemic on our revenue and non-acquired growth due to lower treatment volumes; the pandemic's continuingCOVID-19's impact on the U.S.chronic kidney disease (CKD) population and global economies, unemployment, inflation and evolving monetary policies;our patient population including on the mortality of these patients; any potential negative impact on our commercial mix which may persist even afteror the pandemic subsides;number of our patients covered by commercial insurance plans; continued increased COVID-19-related costs; our ability to successfully implement planned cost savings initiatives in response to COVID-19-related impacts on us; supply chain challenges and continuing COVID-19-related costs, such as increased costsdisruptions, including with respect to procure equipment andour clinical suppliessupplies; and higher salary and wage expense driven in part by labor market conditions and a high demand for our clinical personnel, any of which may also have the effect of heightening many of the other risks and uncertainties discussed below;
•below, and in many cases, the concentrationimpact of profits generated by higher-paying commercial payor plans for which there is continued downward pressurethe pandemic and the aforementioned global economic conditions on average realized payment rates, and a reduction inour business may persist after the number or percentage of our patients under such plans, including, without limitation, as a result of restrictions or prohibitions on the use and/or availability of charitable premium assistance, which may result in the loss of revenues or patients, or our making incorrect assumptions about how our patients will respond to any change in financial assistance from charitable organizations;
•our ability to successfully implement our strategies with respect to home-based dialysis, value-based care and/or integrated kidney care in a complex and highly regulated environment, including, among other things, maintaining our existing business, recovering our investments, entering into agreements on competitive terms and further developing our integrated care and other capabilities to provide competitive programs at scale;pandemic subsides;
•the extent to which the ongoing implementation of healthcare reform, or changes in or new legislation, regulations or guidance, enforcement thereof or related litigation result in a reduction in coverage or reimbursement rates for our services, a reduction in the number of patients enrolled in or that select higher-paying commercial plans, or that are enrolled in or selectincluding for example Medicare Advantage plans("MA") plans; or other material impacts to our business;business or operations; or our making incorrect assumptions about how our patients will respond to any such developments;
•a reduction in government payment rates under the Medicare End Stage Renal Disease program or other government-based programs and the impact of the Medicare Advantage benchmark structure;
•risks arising from potential changes in laws, regulations or requirements applicable to us, such as potential and proposed federal and/or state legislation, regulation, ballot, executive action or other initiatives, including, without limitation, those related to healthcare and/or labor matters, such as AB 290 and the Dialysis Clinic Requirements Initiative in California;
•the concentration of profits generated by higher-paying commercial payor plans for which there is continued downward pressure on average realized payment rates; a reduction in the number or percentage of our patients under such plans, including, without limitation, as a result of restrictions or prohibitions on the use and/or availability of charitable premium assistance, which may result in the loss of revenues or patients, as a result of our making incorrect assumptions about how our patients will respond to any change in financial assistance from charitable organizations; as a result of payors' implementing restrictive plan designs, including, without limitation, actions taken in response to the U.S. Supreme Court’s decision in Marietta Memorial Hospital Employee Health Benefit Plan, et al. v. DaVita Inc. et al. ("Marietta"); how and whether regulators and legislators will respond to the Marietta decision including, without limitation, whether they will issue regulatory guidance or adopt new legislation; how courts will interpret other anti-discriminatory provisions that may apply to restrictive plan designs; whether there could be other potential negative impacts of the Marietta decision; and the timing of each of these items;
•our ability to successfully implement our strategies with respect to integrated kidney care and value-based care initiatives and home based dialysis in the desired time frame and in a complex, dynamic and highly regulated environment, including, among other things, maintaining our existing business; meeting growth expectations; recovering our investments; entering into agreements with payors, third party vendors and others on terms that are competitive and, as appropriate, prove actuarially sound; structuring operations, agreements and arrangements to comply with evolving rules and regulations; finding, training and retaining appropriate staff; and further developing our integrated care and other capabilities to provide competitive programs at scale;
•a reduction in government payment rates under the Medicare End Stage Renal Disease program, state Medicaid or other government-based programs and the impact of the political environmentMedicare Advantage benchmark structure;
•our ability to attract, retain and related developments onmotivate teammates and our ability to manage operating cost increases or productivity decreases whether due to union organizing activities, legislative or other changes, demand for labor, volatility and uncertainty in the labor market, the current healthcarechallenging and highly competitive labor market conditions, or other reasons;
•U.S. and global economic and marketplace conditions, interest rates, inflation, unemployment, labor market conditions, and onevolving monetary policies, and our business,ability to respond to these changing conditions, including with respectour ability to the future of the Affordable Care Act, the exchanges and many other core aspects of the current healthcare marketplace, as well as the composition of the U.S. Supreme Court and the current presidential administration and congressional majority;successfully implement cost savings initiatives in response;
•noncompliance by us or our business associates with any privacy or security laws or any security breach by us or a third party involving the misappropriation, loss or other unauthorized use or disclosure of confidential information;
•legal and compliance risks, such as our continued compliance with complex, and at times, evolving government regulations and requirements;
•the impact of the political environment and related developments on the current healthcare marketplace and on our business, including with respect to the Affordable Care Act, the exchanges and many other core aspects of the current healthcare marketplace, as well as the composition of the U.S. Supreme Court and the current presidential administration and congressional majority;
•changes in pharmaceutical practice patterns, reimbursement and payment policies and processes, or pharmaceutical pricing, including with respect to hypoxia inducible factors, among other things;
•legal and compliance risks, such as our continued compliance with complex government regulations;
•continued increased competition from dialysis providers and others, and other potential marketplace changes;
•our ability to develop and maintain contractsrelationships with physician medical directors,physicians and hospitals, changing affiliation models for physicians, and the emergence of new models of care or other initiatives introduced by the government or private sector that, among other things, may erode our patient base and impact reimbursement rates, such as accountable care organizations, independent practice associations and integrated delivery systems;
•our ability to attract, retain and motivate teammates and our ability to manage operating cost increases or productivity decreases whether due to union organizing activities, legislative or other changes, demand for labor or other reasons;rates;
•our ability to complete acquisitions, mergers, dispositions, joint ventures or dispositionsother strategic transactions that we might announce or be considering, on terms favorable to us or at all, or to successfully integrate andany acquired businesses, or to successfully operate any business we may acquireacquired businesses, joint ventures or have acquired,other strategic transactions, or to successfully expand our operations and services in markets outside the United States, or to businesses or products outside of dialysis;dialysis services;
•continued increased competition from dialysis providers and others, and other potential marketplace changes, including without limitation increased investment in and availability of funding to new entrants in the dialysis and pre-dialysis marketplace;
•the variability of our cash flows, including without limitation any extended billing or collections cycles; the risk that we may not be able to generate or access sufficient cash in the future to service our indebtedness or to fund our other liquidity needs; and the risk that we may not be able to refinance our indebtedness as it becomes due, on terms favorable to us or at all;
•factors that may impact our ability to repurchase stock under our stock repurchase program and the timing of any such stock repurchases, as well as our use of a considerable amount of available funds to repurchase stock;
•risks arising from the use of accounting estimates, judgments and interpretations in our financial statements;
•impairment of our goodwill, investments or other assets;
•our aspirations, goals and disclosures related to environmental, social and governance (ESG) matters, including evolving regulatory requirements affecting ESG standards, measurements and reporting requirements; the availability of suppliers that can meet our sustainability standards; and our ability to recruit, develop and retain diverse talent in our labor markets; and
•the other risk factors, trends and uncertainties set forth in our Annual Report on Form 10-K for the year ended December 31, 2020 (20202021 (2021 10-K), our Quarterly Report on Form 10-Q for the quarter ended March 31, 20212022 and this Quarterly Report on Form 10-Q, and the risks and uncertainties discussed in any subsequent reports that we have filedfile or furnishedfurnish with the Securities and Exchange Commission (SEC) from time to time.
The following should be read in conjunction with our condensed consolidated financial statements.
Company Overview
Our principal business is to provide dialysis and related lab services to patients in the United States, which we refer to as our U.S. dialysis business. We also operate variousour U.S. integrated kidney care (IKC) business, our other U.S. ancillary services, includingand our international operations, which we collectively refer to as our ancillary services, as well as our corporate administrative support. Our U.S. dialysis business is a leading provider of kidney dialysis services in the U.S. for patients suffering from chronic kidney failure, also known as end stage renal disease (ESRD) or end stage kidney disease (ESKD).
On June 19, 2019, we completed the sale of our DaVita Medical Group (DMG) business to Optum, a subsidiary of UnitedHealth Group Inc. As a result of this transaction, DMG's results of operations have been reported as discontinued operations for all periods presentedCOVID-19, General Economic and DMG is not included below in this Management's DiscussionMarketplace Conditions, and Analysis.Legal and Regulatory Developments
The COVID-19 and its impact on our business
We expect that COVID-19 will continuepandemic continues to impact our business and financial performance during 2021 andoperations. In addition, we continue to closely monitorbe impacted by general conditions in the global economy, including challenges with respect to supply chains, inflation and wage pressure, among other things. Certain of these various impacts could be further intensified by concurrent global events such as COVID-19 lockdowns in portions of China or the ongoing conflict between Russia and Ukraine, the latter of which has resulted in increasing levels of sociopolitical and economic uncertainty and volatility in Europe and across the globe. In addition, we are monitoring the situation around the recent spread of the monkeypox virus and have worked with the Centers for Disease Control and Prevention to develop related protocols.Legal and regulatory developments may also impact our business and operations, such as the recent U.S. Supreme Court ruling related to the Medicare Secondary Payer Act (MSPA), as well as the commencement of price transparency regulation enforcement.
Operational and Financial Impacts
As part of our continued focus on the health, safety and well-being of our patients, teammates and physician partners, suppliers, vendors, business partnerswe have continued to dedicate substantial resources in response to COVID-19, including the implementation of additional protocols and initiatives to help safely maintain continuity of care for our patients and help protect our caregivers. Cases resulting from the economicOmicron variant and political environment.subvariants required us to continue to implement dedicated care shifts for patients with confirmed or suspected COVID-19 and other enhanced clinical practices, including procuring additional equipment and clinical supplies, such as personal protective equipment (PPE).
During the second quarter of 2022, these ongoing clinical measures have continued to strain staffing in an already challenging labor market. Additionally, as a result of these ongoing COVID-19-related clinical measures, in combination with general labor, supply chain and inflationary pressures, we have incurred higher incentive pay, increased utilization of contract labor, and inefficient productivity. In addition, during 2022, we have experienced and expect to continue to experience increased labor costs. The cumulative impact of the foregoing will continue to put additional pressure on our cost structure, some of which is expected to abate with the decline of the impact of COVID-19. Potential staffing shortages or disruptions, if material, could ultimately lead to the unplanned closures of certain centers or adversely impact clinical operations, and may otherwise have a material adverse impact on our ability to provide dialysis services or the cost of providing those services, among other things. Prolonged volatility, uncertainty, labor supply shortages and other challenging labor market conditions, including, among other things, due to inflationary pressures or evolving monetary policies that may be independent of the COVID-19 pandemic, could also have an adverse impact on our growth and ability to execute on our other strategic initiatives and a material adverse impact on our labor costs.
These inflationary pressures and evolving monetary policies, as well as ongoing global supply chain challenges, also have more broadly impacted our supply and other costs, and may continue to drive certain increased expenses, including, among other things, with respect to other medical and other supplies and interest expense. We continue to identify and implement cost savings opportunities to help mitigate these pressures, including potential cost savings related to G&A efficiencies, capacity utilization improvement and procurement, including certain pharmaceutical supplies. However, there is no assurance that these initiatives will achieve expectations or otherwise be successful, or succeed in helping offset the impact of these challenging conditions, which could impact our ability to provide dialysis services or the cost of providing those services, among other things, and ultimately could have a material adverse impact on our results of operations, financial condition and cash flows. Our COVID-19 response has reduced certain expenses, such as those related to teammate travel, though it remains uncertain how much of these reductions, if any, will persist as our teammates return to their respective office locations.
In the second quarter, treatment volumes continued to reflect the ongoing impact of COVID-19 on mortality rates and missed treatments for dialysis patients which has had a negative impact on our patient census. While the mortality rates associated with the latest Omicron and subvariants surge preliminarily appear to be lower than in prior surges, the magnitude of the case increases has resulted in an increased level of excess patient mortalities through the course of this surge. We expect that the impact of COVID-19 is likely to continue to negatively impact our revenue and non-acquired growth for a period of time even as the pandemic subsides due to the compounding impact of mortalities, among other things. Depending on the ultimate severity and duration of the pandemic, the magnitude of these cumulative impacts remainscould have a material adverse
impact on our results of operations, financial condition and cash flows. In light of the cumulative impact of these excess mortalities and these other marketplace dynamics and economic conditions that have, in some cases, been intensified by the pandemic, we are seeking to identify and implement cost savings opportunities as noted above, and any failure on our part to appropriately adjust our business and operations in this manner could have a material adverse effect on our business, results of operations, financial condition and cash flows and could materially harm our reputation.
Federal, State and Local Government COVID-19 Response
Federal COVID-19 relief legislation suspended the 2% Medicare sequestration from May 1, 2020 through December 31, 2021. The Protecting Medicare and American Farmers from Sequester Cuts Act, signed into law on December 10, 2021, extended the suspension of the 2% Medicare sequestration from December 31, 2021 through March 31, 2022, with 1% Medicare sequestration in effect from April 1, 2022 through June 30, 2022 and 2% Medicare sequestration in effect beginning July 1, 2022. While in effect, the suspension of sequestration significantly increased our revenues.
We believe the ultimate impact of the COVID-19 public health crisis on the Company will depend on future developments that are highly uncertain and difficult to predict, and subject to significant uncertainty due to a number of factors, including among others the ultimate severity and duration of the pandemic; further spread or resurgence of the virus, including as a result of the emergence of new strains of the virus, such as the Delta variant; COVID-19’sOmicron variant and its subvariants; COVID-19's impact on the chronic kidney disease (CKD) patient population and our patient population;population, including on the mortality of these patients; the availability, acceptance, impact and efficacy of COVID-19 vaccines, and other treatments orand therapies; the pandemic'spandemic’s continuing impact on our revenue and non-acquired growth due to lower treatment volumes, the U.S. and global economies, labor market conditions, interest rates, inflation and unemployment;monetary policies, as well as our ability to successfully implement cost-savings initiatives in response; the potential negative impact on our commercial mix or the number of patients covered by commercial insurance plans; continued increased COVID-19-related costs; supply chain challenges and disruptions; the responses of our competitors to the pandemic and related changes in the marketplace; and the timing, scope and effectiveness of federal, state and local government responses. The continued impacts and disruptions to our business as a result of the COVID-19 pandemic could have a material adverse impact on our patients, teammates, physician partners, suppliers, business, operations, reputation, financial condition, results of operations, cash flows and/or liquidity.
Operational and Financial Impacts
In the first six months of 2021, treatment volumes reflected continued pressure primarily driven by the ongoing impact of COVID-19 on mortality rates for dialysis patients that has had a negative impact on our patient census. Because ESRD patients may be older and generally have comorbidities, several of which are risk factors for COVID-19, we believe the mortality rate of infected patients has been higher in the dialysis population than in the general population, and COVID-19 also could impact the CKD population differently. COVID-19 case counts and new infections within our dialysis population have significantly declined from the peak prevalence rates experienced during the winter surge in late 2020 and early 2021 in light of vaccination efforts. Although we have experienced an uptick in case counts over the last several weeks, we have had lower mortality counts on an absolute basis over the quarter to date, which we believe may be attributable to our vaccinated patients being protected from more severe cases of COVID-19. Over the longer term, we believe that changes in mortality in both the CKD and ESRD populations due to COVID-19 will depend primarily on the infection rate, case fatality rate, the age and health status of affected patients, the access to and continued efficacy of vaccinations as well as willingness to be vaccinated. We expect that the impact of COVID-19 is likely to continue to negatively impact our revenue and non-acquired growth even as the pandemic subsides. However, determining the extent to which these impacts should be directly attributable to COVID-19 is difficult due to testing and reporting limitations, and other factors that may drive treatment volumes and new admissions over time, such as the number of transplants or deferred admissions. The magnitude of these cumulative impacts has been significant, and depending on the ultimate severity and duration of the pandemic, could be material.
We continued to experience increased costs in the first six months of 2021 due in partresponses to the protocolscontinuing pandemic; and initiatives we implemented in response to COVID-19 to help us safely maintain continuity of care for patients. Among other things, we continued to experience significant cost inflation on PPE in the first six months of 2021, though certain costs related to our COVID-19 response have decreased since the peak of the COVID-19 surge in the fourth quarter of 2020. We believe that the cost of these medical supplies will remain elevated at least through the end of the year due to limited supply and high demand. In addition, as we have done in prior periods, we may provide substantial financial support associated with relief reimbursement to our teammates in the future. As our COVID-19 response continues, we expect to continue to incur extended and significant additional costs. On the other hand, our COVID-19 response has reduced certain other expenses, such as those related to teammate travel, though it remains uncertain how much of these reductions, if any, will persist after the pandemic subsides and more teammates return to their respective office locations.
In addition, the COVID-19 pandemic and efforts to contain the virus led to global economic deterioration and rapid and sharp increases in unemployment levels which ultimately could result in a materially reduced share of our patients being covered by commercial insurance plans, with more patients being covered by lower-paying government insurance programs or
being uninsured. These effects may persist after the pandemic subsides as, among other things, our patients could experience permanent changes in their insurance coverage as a result of changes to their employment status. In the event such a material reduction occurs in the share of our patients covered by commercial insurance plans, it would have a material adverse impact on our business, results of operations, financial condition and cash flows. Despite the broader economic conditions in the U.S. in the three months ended June 30, 2021, our commercial mix in the second quarter of 2021 was improved as compared to our commercial mix in the second quarter of 2020. The ultimate impact of COVID-19 on our commercial mix will depend on future developments that are highly uncertain and difficult to predict. As referenced above, despite improving indicators in certain sectors of the U.S. economy as compared to earlier periods of the pandemic, the labor market continues to experience volatility and uncertainty. This volatility and uncertainty has impacted, and may continue to impact, our ability to attract and retain employees, particularly clinical personnel. Prolonged volatility and uncertainty in the labor market, including, among other things, due to inflationary pressures or evolving monetary policies, could have an adverse impact on our labor costs and our ability to execute on our strategic initiatives, and ultimately could have a material adverse impact our results of operations, financial condition and cash flows.
Federal, State and Local Government Response
The government response to COVID-19 has been wide-ranging and will continue to develop over time, particularly in light of the new federal administration. As a result, we may not be able to accurately predict the nature, timing or extent of the impact of such changes on the markets in which we conduct business or on the other participants that operate in those markets, or any potential changes to the extensive set of federal, state and local laws, regulations and requirements that govern our business. We have worked with certain government agencies to respond toIn many cases, the COVID-19impact of the pandemic and in certain cases have sought waivers of regulatory requirements. We also have contracted with the federal government for direct administration of COVID-19 vaccines toaforementioned global economic and marketplace conditions on our patients and teammates at our clinics. These vaccines are currently available under emergency use authorizations, and there can be no assurance that our patients and caregivers will choose to receive a COVID-19 vaccine or thatbusiness may persist after the vaccines will prove to be as safe and effective as currently understood by the scientific community, particularly as it may relate to variants of the virus. In addition, we may encounter difficulties with the availability and storage of the vaccines, or experience other complications related to administering the vaccines, some of which have multiple dose requirements. Certain state and federal Occupational Safety and Health Administration (OSHA) agencies have released requirements, or are considering or are in the process of modifying existing requirements associated with the continued protection of employees as it relates to COVID-19. These requirements will result in increased costs related to, among other things, PPE, fit-testing, and paid time off and other increased obligations with which we must comply. We operate in a complex and highly regulated environment, and the novel nature of our COVID-19 response, including, for example, with respect to regulatory waivers, our administration of the newly developed COVID-19 vaccines and our efforts to comply with evolving rules and regulations, may increase our exposure to legal, regulatory and clinical risks.
Federal COVID-19 relief legislation suspended the 2% Medicare sequestration from May 1, 2020 through March 31, 2021. The Medicare Sequester Relief Act, signed into law on April 14, 2021, extended the suspension of the 2% Medicare sequestration from March 31, 2021 until December 31, 2021. While in effect, the suspension of sequestration has significantly increased, and will continue to significantly increase our revenues.pandemic subsidies.
For additional discussion of the COVID-19 pandemic and our response, including its impact on us and related risks and uncertainties, please see the discussion in Part I Item 1 "Business"1. Business of the 20202021 10-K under the headings, "COVID-19 and its impact on our business" and "Human Capital ManagemenManagement,t"," as well as the risk factor in Part I Item 1A. Risk Factors of the 20202021 10-K under the heading “"We face various risks related to the dynamic and evolving novel coronavirus pandemic, anymany of which may have a material adverse impact on us.”"
Financial Results
The discussion below includes analysis of our financial condition and results of operations for the quarterthree months ended June 30, 20212022 compared to the quartersthree months ended March 31, 20212022, and June 30, 2020 andthe year to date periods for the six months ended June 30, 20212022 compared to the six months ended June 30, 2020.
2021. The SEC amended its guidance on Management's Discussion and Analysis of Financial Condition and Results of Operations to permit companies to compare their most recently completed quarter to either the corresponding quarter of the prior year or to the immediately preceding sequential quarter to allow for flexibility in comparison of interim periods reported to help companies provide a more tailored and meaningful analysis relevant to their business cycles. Beginning with the first quarter of 2022, our Management’s Discussion and Analysis of Financial Condition and Results of Operations present our results of operations for the most recently completed fiscal year to date period compared to the corresponding year to date period of the prior year, as well as the most recently completed quarter compared to the immediately preceding sequential quarter, and otherwise exclude comparisons of the most recently completed quarter to the corresponding quarter of the prior year.Consolidated results of operations
The following table summarizestables summarize our revenues and operating income by line of business. See the discussion of our results for each line of business following this table:the tables. When multiple drivers are identified in the following discussion of results, they are listed in order of magnitude:
| | | Three months ended | | Q2 2021 vs. Q1 2021 | | Q2 2021 vs. Q2 2020 | | Three months ended | | Q2 2022 vs. Q1 2022 |
| | June 30, 2021 | | March 31, 2021 | | June 30, 2020 | | Amount | | Percent | | Amount | | Percent | | June 30, 2022 | | March 31, 2022 | | Amount | | Percent |
| | (dollars in millions) | | (dollars in millions) |
Revenues: | Revenues: | | Revenues: | |
U.S. dialysis | U.S. dialysis | $ | 2,676 | | | $ | 2,590 | | | $ | 2,675 | | | $ | 86 | | | 3.3 | % | | $ | 1 | | | — | % | U.S. dialysis | $ | 2,663 | | | $ | 2,575 | | | $ | 88 | | | 3.4 | % |
Other - ancillary services | 261 | | | 261 | | | 245 | | | — | | | — | % | | 16 | | | 6.5 | % | |
Other — Ancillary services | | Other — Ancillary services | 283 | | | 265 | | | 18 | | | 6.8 | % |
Elimination of intersegment revenues | Elimination of intersegment revenues | (21) | | | (31) | | | (40) | | | 10 | | | 32.3 | % | | 19 | | | 47.5 | % | Elimination of intersegment revenues | (19) | | | (22) | | | 3 | | | 13.6 | % |
Total consolidated revenues | Total consolidated revenues | $ | 2,917 | | | $ | 2,820 | | | $ | 2,880 | | | $ | 97 | | | 3.4 | % | | $ | 37 | | | 1.3 | % | Total consolidated revenues | $ | 2,927 | | | $ | 2,818 | | | $ | 109 | | | 3.9 | % |
| Operating income (loss): | Operating income (loss): | | Operating income (loss): | |
U.S. dialysis | U.S. dialysis | $ | 534 | | | $ | 480 | | | $ | 523 | | | $ | 54 | | | 11.3 | % | | $ | 11 | | | 2.1 | % | U.S. dialysis | $ | 473 | | | $ | 406 | | | $ | 67 | | | 16.5 | % |
Other - ancillary services | (18) | | | (12) | | | (40) | | | (6) | | | (50.0) | % | | 22 | | | 55.0 | % | |
Other — Ancillary services | | Other — Ancillary services | (9) | | | (32) | | | 23 | | | 71.9 | % |
Corporate administrative support | Corporate administrative support | (25) | | | (25) | | | (73) | | | — | | | — | % | | 48 | | | 65.8 | % | Corporate administrative support | (31) | | | (36) | | | 5 | | | 13.9 | % |
Operating income | Operating income | $ | 490 | | | $ | 443 | | | $ | 410 | | | $ | 47 | | | 10.6 | % | | $ | 80 | | | 19.5 | % | Operating income | $ | 433 | | | $ | 338 | | | $ | 95 | | | 28.1 | % |
| Adjusted operating income (loss)(1): | | |
U.S. dialysis | $ | 534 | | | $ | 480 | | | $ | 523 | | | $ | 54 | | | 11.3 | % | | $ | 11 | | | 2.1 | % | |
Other - ancillary services | (18) | | | (12) | | | (23) | | | (6) | | | (50.0) | % | | 5 | | | 21.7 | % | |
Corporate administrative support | (25) | | | (25) | | | (38) | | | — | | | — | % | | 13 | | | 34.2 | % | |
Adjusted operating income | $ | 490 | | | $ | 443 | | | $ | 461 | | | $ | 47 | | | 10.6 | % | | $ | 29 | | | 6.3 | % | |
|
Certain columns, rows or percentages may not sum due to the presentation of rounded numbers.
(1)For a reconciliation of adjusted operating income (loss) by reportable segment, see "Reconciliations of Non-GAAP measures" section below.
| | | Six months ended June 30, | | YTD Q2 2021 vs. YTD Q2 2020 | | Six months ended | | YTD Q2 2022 vs. YTD Q2 2021 |
| | 2021 | | 2020 | | Amount | | Percent | | June 30, 2022 | | June 30, 2021 | | Amount | | Percent |
| | (dollars in millions) | | (dollars in millions) |
Revenues: | Revenues: | | Revenues: | |
U.S. dialysis | U.S. dialysis | $ | 5,266 | | | $ | 5,292 | | | $ | (26) | | | (0.5) | % | U.S. dialysis | $ | 5,238 | | | $ | 5,266 | | | $ | (28) | | | (0.5) | % |
Other - ancillary services | 523 | | | 506 | | | 17 | | | 3.4 | % | |
Other — Ancillary services | | Other — Ancillary services | 548 | | | 523 | | | 25 | | | 4.8 | % |
Elimination of intersegment revenues | Elimination of intersegment revenues | (53) | | | (76) | | | 23 | | | 30.3 | % | Elimination of intersegment revenues | (42) | | | (53) | | | 11 | | | 20.8 | % |
Total consolidated revenues | Total consolidated revenues | $ | 5,737 | | | $ | 5,721 | | | $ | 16 | | | 0.3 | % | Total consolidated revenues | $ | 5,744 | | | $ | 5,737 | | | $ | 7 | | | 0.1 | % |
| Operating income (loss): | Operating income (loss): | | Operating income (loss): | |
U.S. dialysis | U.S. dialysis | $ | 1,014 | | | $ | 1,014 | | | $ | — | | | — | % | U.S. dialysis | $ | 879 | | | $ | 1,014 | | | $ | (135) | | | (13.3) | % |
Other - ancillary services | (30) | | | (42) | | | 12 | | | 28.6 | % | |
Other — Ancillary services | | Other — Ancillary services | (41) | | | (30) | | | (11) | | | (36.7) | % |
Corporate administrative support | Corporate administrative support | (51) | | | (97) | | | 46 | | | 47.4 | % | Corporate administrative support | (67) | | | (51) | | | (16) | | | (31.4) | % |
Operating income | Operating income | $ | 933 | | | $ | 875 | | | $ | 58 | | | 6.6 | % | Operating income | $ | 771 | | | $ | 933 | | | $ | (162) | | | (17.4) | % |
| Adjusted operating income (loss)(1): | | |
U.S. dialysis | $ | 1,014 | | | $ | 1,014 | | | $ | — | | | — | % | |
Other - ancillary services | (30) | | | (26) | | | (4) | | | (15.4) | % | |
Corporate administrative support | (51) | | | (62) | | | 11 | | | 17.7 | % | |
Adjusted operating income | $ | 933 | | | $ | 927 | | | $ | 6 | | | 0.6 | % | |
|
Certain columns, rows or percentages may not sum due to the presentation of rounded numbers.
(1)For a reconciliation of adjusted operating income (loss) by reportable segment, see "Reconciliations of Non-GAAP measures" section below.
U.S. dialysis results of operations
Revenues:Treatment Volume:
| | | Three months ended | | Q2 2021 vs. Q1 2021 | | Q2 2021 vs. Q2 2020 | | Three months ended | | Q2 2022 vs. Q1 2022 |
| | June 30, 2021 | | March 31, 2021 | | June 30, 2020 | | Amount | | Percent | | Amount | | Percent | | June 30, 2022 | | March 31, 2022 | | Amount | | Percent |
| (dollars in millions, except per treatment data) | |
Total revenues | $ | 2,676 | | | $ | 2,590 | | | $ | 2,675 | | | $ | 86 | | | 3.3 | % | | $ | 1 | | | — | % | |
Dialysis treatments | Dialysis treatments | 7,413,497 | | | 7,286,934 | | | 7,570,908 | | | 126,563 | | | 1.7 | % | | (157,411) | | | (2.1) | % | Dialysis treatments | 7,269,160 | | | 7,109,788 | | | 159,372 | | | 2.2 | % |
Average treatments per day | Average treatments per day | 95,045 | | | 94,636 | | | 97,063 | | | 409 | | | 0.4 | % | | (2,018) | | | (2.1) | % | Average treatments per day | 93,194 | | | 92,335 | | | 859 | | | 0.9 | % |
Treatment days | Treatment days | 78.0 | | | 77.0 | | | 78.0 | | | 1.0 | | | 1.3 | % | | — | | | — | % | Treatment days | 78.0 | | | 77.0 | | | 1.0 | | | 1.3 | % |
Average patient service revenue per treatment | $ | 360.14 | | | $ | 354.50 | | | $ | 352.26 | | | $ | 5.64 | | | 1.6 | % | | $ | 7.88 | | | 2.2 | % | |
Normalized non-acquired treatment growth(1) | Normalized non-acquired treatment growth(1) | (1.9) | % | | (2.2) | % | | 1.6 | % | | 0.3 | % | | (3.5) | % | Normalized non-acquired treatment growth(1) | (1.9) | % | | (1.9) | % | | — | % |
Certain columns, rows or percentages may not sum due to the presentation of rounded numbers.
(1)Normalized non-acquired treatment growth reflects year over year growth in treatment volume, adjusted to exclude acquisitions and other similar transactions, and further adjusted to normalize for the number and mix of treatment days in a given quarter versus the prior year quarter.
| | | Six months ended June 30, | | YTD Q2 2021 vs. YTD Q2 2020 | | Six months ended | | YTD Q2 2022 vs. YTD Q2 2021 |
| | 2021 | | 2020 | | Amount | | Percent | | June 30, 2022 | | June 30, 2021 | | Amount | | Percent |
| (dollars in millions, except per treatment data) | |
Total revenues | $ | 5,266 | | | $ | 5,292 | | | $ | (26) | | | (0.5) | % | |
Dialysis treatments | Dialysis treatments | 14,700,431 | | | 15,084,229 | | | (383,798) | | | (2.5) | % | Dialysis treatments | 14,378,948 | | | 14,700,431 | | | (321,483) | | | (2.2) | % |
Average treatments per day | Average treatments per day | 94,841 | | | 96,942 | | | (2,101) | | | (2.2) | % | Average treatments per day | 92,767 | | | 94,841 | | | (2,074) | | | (2.2) | % |
Treatment days | Treatment days | 155.0 | | | 155.6 | | | (0.6) | | | (0.4) | % | Treatment days | 155.0 | | | 155.0 | | | — | | | — | % |
Average patient service revenue per treatment | $ | 357.35 | | | $ | 349.91 | | | $ | 7.44 | | | 2.1 | % | |
|
Certain columns, rows or percentages may not sum due to the presentation of rounded numbers.
Our U.S. dialysis treatment volume is directly correlated with our operating revenues for the second quarter of 2021 increased from the first quarter of 2021 primarily due to an increase in dialysis treatments and an increase in our average patient service revenue per treatment.expenses. The increase in our U.S. dialysis treatments for the second quarter of 2022 from the first quarter of 2022 was primarily driven by one additional treatment day and fewer missed treatments, the latter of which were highertreatments.
The decrease in the first quarter of 2021 primarily due to winter storms. Ourour U.S. dialysis average patient service revenue per treatment was positively impacted by favorable changes in government mix and rate, including increases due to shifts to Medicare Advantage plans, and normal seasonal improvements driven by patients meeting their co-insurance and deductibles. These increases were partially offset by a decline in hospital inpatient dialysis revenue.
U.S. dialysis revenuestreatments for the second quarter of 2021 slightly increasedsix months ended June 30, 2022 from the second quarter of 2020 primarily due to an increase in our average patient service revenue per treatment, partially offset by a decrease in dialysis treatments. Our U.S. dialysis average patient service revenue per treatment increasesix months ended June 30, 2021 was primarily driven by favorable changes in government rates related to an increase in the Medicare base rate in 2021 and the temporary suspension of Medicare sequestration effective May 1, 2020, as well as favorable changes in government mix due to shifts to Medicare Advantage plans, and increased hospital inpatient dialysis revenue. Our U.S. dialysis treatments decreased primarily due to the impact of increased mortality over recent periods on our patient population, and a decline in non-acquired treatmentslightly offset by acquisition-related growth. We believe the increased mortality is largely attributable to the impact of COVID-19 on our patient population.
U.S. dialysis revenues for the six months ended June 30, 2021 decreased from the six months ended June 30, 2020 primarilyRevenues:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended | | Q2 2022 vs. Q1 2022 |
| June 30, 2022 | | March 31, 2022 | | Amount | | Percent |
| (dollars in millions, except per treatment data) |
Total revenues | $ | 2,663 | | | $ | 2,575 | | | $ | 88 | | | 3.4 | % |
Average patient service revenue per treatment | $ | 365.54 | | | $ | 361.35 | | | $ | 4.19 | | | 1.2 | % |
Certain columns, rows or percentages may not sum due to a decrease inthe presentation of rounded numbers.
| | | | | | | | | | | | | | | | | | | | | | | |
| Six months ended | | YTD Q2 2022 vs. YTD Q2 2021 |
| June 30, 2022 | | June 30, 2021 | | Amount | | Percent |
| (dollars in millions, except per treatment data) |
Total revenues | $ | 5,238 | | | $ | 5,266 | | | $ | (28) | | | (0.5) | % |
Average patient service revenue per treatment | $ | 363.47 | | | $ | 357.35 | | | $ | 6.12 | | | 1.7 | % |
Certain columns, rows or percentages may not sum due to the presentation of rounded numbers.
U.S. dialysis treatments, partially offset by an increase in our average patient service revenue per treatment. The decrease in our U.S. dialysis treatments was driven by 0.6 fewer treatment days infor the six months ended June 30, 2021second quarter of 2022 compared to the six months ended June 30, 2020, increased mortality and missed treatments the latter of which were higher in the first quarter of 20212022 increased, primarily due to winter storms. We believenormal seasonal improvements driven by patients meeting their co-insurance and deductibles, as well as the increased mortality is largely attributablecontinued shift to the impact of COVID-19 on our patient population.Medicare Advantage plans. Our U.S. dialysis average patient service revenue per treatment increased primarily due to favorable changeswas negatively impacted by a seasonal decrease in hospital inpatient treatments and decreased government ratesrate related to the reinstatement of 1% Medicare sequestration beginning April 1, 2022.
U.S. dialysis average patient service revenue per treatment for the six months ended June 30, 2022 increased compared to the six months ended June 30, 2021 primarily driven by an increase in commercial mix and rate, an increase in the Medicare base rate in 20212022 and the temporary suspension of Medicare sequestration, as well as favorable changes in government mix due to shiftscontinued shift to Medicare Advantage plans, increased hospital inpatient revenue and favorable changes in commercial mix.partially offset by the reinstatement of 1% Medicare sequestration as described above.
In July 2021,June 2022, CMS issued a proposed rule to update the Medicare ESRD Prospective Payment System payment rate and policies. Among other things, the proposed rule would modify ESRD Treatment Choices Model policies to decrease disparities
in rates of home dialysis and kidney transplants among ESRD patients with lower socioeconomic status, update the Acute Kidney Injury dialysis payment rate for renal dialysis services furnished by ESRD facilities and amend the reporting measures inrequirements for the ESRD Quality Incentive Program, including proposals to address circumstances caused by COVID-19.as well as refine the ESRD Treatment Choices Model. CMS estimates that the overall impact of the proposed rule will increase ESRD facilities’ average reimbursement by 1.2%3.1% in 2022.2023.
Operating expenses:
| | | Three months ended | | Q2 2021 vs. Q1 2021 | | Q2 2021 vs. Q2 2020 | | Three months ended | | Q2 2022 vs. Q1 2022 |
| | June 30, 2021 | | March 31, 2021 | | June 30, 2020 | | Amount | | Percent | | Amount | | Percent | | June 30, 2022 | | March 31, 2022 | | Amount | | Percent |
| | (dollars in millions, except per treatment data) | | (dollars in millions, except per treatment data) |
Patient care costs | Patient care costs | $ | 1,756 | | | $ | 1,739 | | | $ | 1,802 | | | $ | 17 | | | 1.0 | % | | $ | (46) | | | (2.6) | % | Patient care costs | $ | 1,796 | | | $ | 1,796 | | | $ | — | | | — | % |
General and administrative(1) | General and administrative(1) | 235 | | | 221 | | | 210 | | | 14 | | | 6.3 | % | | 25 | | | 11.9 | % | General and administrative(1) | 241 | | | 217 | | | 24 | | | 11.1 | % |
Depreciation and amortization | Depreciation and amortization | 160 | | | 156 | | | 148 | | | 4 | | | 2.6 | % | | 12 | | | 8.1 | % | Depreciation and amortization | 161 | | | 162 | | | (1) | | | (0.6) | % |
Equity investment income | Equity investment income | (9) | | | (6) | | | (8) | | | (3) | | | 50.0 | % | | (1) | | | 12.5 | % | Equity investment income | (7) | | | (6) | | | (1) | | | 16.7 | % |
Total operating expenses and charges | Total operating expenses and charges | $ | 2,143 | | | $ | 2,110 | | | $ | 2,152 | | | $ | 33 | | | 1.6 | % | | $ | (9) | | | (0.4) | % | Total operating expenses and charges | $ | 2,190 | | | $ | 2,169 | | | $ | 21 | | | 1.0 | % |
Patient care costs per treatment | Patient care costs per treatment | $ | 236.90 | | | $ | 238.69 | | | $ | 238.02 | | | $ | (1.79) | | | (0.7) | % | | $ | (1.12) | | | (0.5) | % | Patient care costs per treatment | $ | 247.14 | | | $ | 252.61 | | | $ | (5.47) | | | (2.2) | % |
Certain columns, rows or percentages may not sum or recalculate due to the presentation of rounded numbers.
| | | | | | | | | | | | | | | | | | | | | | | |
| Six months ended June 30, | | YTD Q2 2021 vs. YTD Q2 2020 |
| 2021 | | 2020 | | Amount | | Percent |
| (dollars in millions, except per treatment data) |
Patient care costs | $ | 3,496 | | | $ | 3,585 | | | $ | (89) | | | (2.5) | % |
General and administrative | 456 | | | 414 | | | 42 | | | 10.1 | % |
Depreciation and amortization | 316 | | | 295 | | | 21 | | | 7.1 | % |
Equity investment income | (15) | | | (17) | | | 2 | | | 11.8 | % |
Total operating expenses and charges | $ | 4,253 | | | $ | 4,277 | | | $ | (24) | | | (0.6) | % |
Patient care costs per treatment | $ | 237.79 | | | $ | 237.69 | | | $ | 0.10 | | | — | % |
(1)General and administrative expenses for the three months ended June 30, 2022 includes advocacy costs of approximately $23 million to counter union policy efforts, including a California ballot initiative.
| | | | | | | | | | | | | | | | | | | | | | | |
| Six months ended | | YTD Q2 2022 vs. YTD Q2 2021 |
| June 30, 2022 | | June 30, 2021 | | Amount | | Percent |
| (dollars in millions, except per treatment data) |
Patient care costs | $ | 3,593 | | | $ | 3,496 | | | $ | 97 | | | 2.8 | % |
General and administrative(1) | 458 | | | 456 | | | 2 | | | 0.4 | % |
Depreciation and amortization | 323 | | | 316 | | | 7 | | | 2.2 | % |
Equity investment income | (14) | | | (15) | | | 1 | | | 6.7 | % |
Total operating expenses and charges | $ | 4,359 | | | $ | 4,253 | | | $ | 106 | | | 2.5 | % |
Patient care costs per treatment | $ | 249.85 | | | $ | 237.79 | | | $ | 12.06 | | | 5.1 | % |
Certain columns, rows or percentages may not sum or recalculate due to the presentation of rounded numbers.
(1)General and administrative expenses for the six months ended June 30, 2022 includes advocacy costs of approximately $23 million to counter union policy efforts, including a California ballot initiative.
Patient care costs. U.S. dialysis patient care costs are those costs directly associated with operating and supporting our dialysis centers and consist principally of compensation expenses including labor and benefits, pharmaceuticals, medical supplies and other operating costs of our dialysis centers.
U.S. dialysis patient care costs per treatment for the second quarter of 20212022 decreased from the first quarter of 20212022 primarily driven by decreases in labor costs driven by a decline in hospital inpatient treatments, a seasonal decrease in payroll taxes as well as declines in professional fees and health benefit expenses. These decreases were partially offset by increases indue to decreased other direct operating expenses associated with our dialysis centers, including decreased utilities expense resulting from the lower expense in the first quarter of 2021 that was relateddue to seasonality and our virtual power purchase arrangements, as well as increases in medical supply expense and insurance expense.
U.S. dialysisarrangements. In addition, our fixed other direct operating expenses positively impacted patient care costs per treatment fordue to increased treatments in the second quarter of 2021 decreased from the second quarter2022. Other drivers of 2020this change include declines in compensation expenses primarily duerelated to seasonal decreases in COVID-19-related costs, including compensation expense,payroll taxes, as well as decreases in health benefit expenses, professional fees, pharmaceutical unit costs and intensity and decreased professional fees.medical supplies expense. These decreases were partially offset by increases in other direct operating expenses associated with our dialysis centers, medical supply expense, health benefit expenses due to lower than normal claims volume in the second quarter of 2020 due to COVID-19, andincreased insurance expenses.expense.
U.S. dialysis patient care costs per treatment for the six months ended June 30, 20212022 increased from the six months ended June 30, 20202021 primarily due to increased compensation expenses driven by increased wage rates and increases in other direct operating expenses associated with our dialysis centers, medical supplywhich include increases in utilities expense labor costs related to increased wage rates, health benefit expenses due toresulting from lower than normal claims volumeexpense in the six months ended June 30, 2020 duefirst half of 2021 related to COVID-19 and insurance expenses. These increases were partially offset by decreases in COVID-19-related costs, including compensation, as well as decreases in pharmaceutical unit costs and intensity, utilities expense driven by our virtual power purchase arrangementsarrangements. In addition, our fixed other direct operating expenses negatively impacted patient care costs per treatment due to decreased treatments in 2022. Other drivers of this change
include increases in insurance expense and costs related to travel and management meetings, partially offset by decreased pharmaceutical unit costs and professional fees.
General and administrative expenses. U.S. dialysis general and administrative expenses in the second quarter of 20212022 increased from the first quarter of 20212022 primarily due to contributionsincreased advocacy costs to our charitable foundation,counter union policy efforts, including a California ballot initiative, increased labor costs and long-term incentive compensation expense partially offset by a decline in professional fees.
U.S. dialysis general and administrative expenses for the second quarter of 2021including increased from the second quarter of 2020 primarily due to contributions to our charitable foundation and increases in labor costs, health benefits, long-term incentive compensation and occupancy expenses.wage rates, as well as increased travel costs. These increases were partially offset by decreases in COVID-19-related costs, including compensation expense.gains recognized on the sale of our self-developed properties.
U.S. dialysis general and administrative expenses for the six months ended June 30, 20212022 increased from the six months ended June 30, 20202021 primarily due to increases in laboradvocacy costs, as described above, travel costs and compensation expenses. U.S. dialysis general and administrative expenses were positively impacted by the gains on sale, as described above, and decreases in professional fees and contributions to our charitable foundation and increases in health benefits, payroll taxes and long-term incentive compensation expense. These increases were partially offset by decreases in COVID-19-related costs, including compensation, and travel including meeting costs.foundation.
Depreciation and amortization. Depreciation and amortization expense is directly impacted by the number of dialysis centers we develop and acquire. U.S. dialysis depreciation and amortization expenses for the quarter ended June 30, 20212022 decreased compared to the quarter ended March 31, 2021 increased2022 primarily due to growtha decline in the number of dialysis centers we operated in the second quarter of 2021 as well as depreciation expensesand amortization related to corporate technology projects, partially offset by increased depreciation from the completionrollout of an information technology project.our new clinical system in May 2022.
U.S. dialysis depreciation and amortization expenses for the quarter ended June 30, 2021 compared to the quarter ended June 30, 2020 and for the six months ended June 30, 20212022 compared to the six months ended June 30, 20202021 increased primarily related to increased depreciation and amortization for the same reasons as described above,hardware associated with our new clinical system and other corporate technology projects, as well as the development of new centers, partially offset by a decline in accelerated depreciation related tofor expected center closures. Beginning in the third quarter of 2022 we expect depreciation and amortization expenses to increase as a result of recognizing a full quarter of depreciation for our new clinical system.
Equity investment income. U.S. dialysis equity investment income was relatively flat for the second quarter of 2021 increased from2022 compared to the first quarter of 20212022 and from the second quarter of 2020 primarily due to an increase in profitability at our nonconsolidated joint ventures.
U.S. dialysis equity investment income for the six months ended June 30, 2021 decreased from2022 compared to the six months ended June 30, 2020 primarily due to a decrease in profitability at our nonconsolidated joint ventures.2021.
Operating income:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended | | Q2 2021 vs. Q1 2021 | | Q2 2021 vs. Q2 2020 |
| June 30, 2021 | | March 31, 2021 | | June 30, 2020 | | Amount | | Percent | | Amount | | Percent |
| (dollars in millions) |
Operating income | $ | 534 | | | $ | 480 | | | $ | 523 | | | $ | 54 | | | 11.3 | % | | $ | 11 | | | 2.1 | % |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended | | Q2 2022 vs. Q1 2022 |
| June 30, 2022 | | March 31, 2022 | | Amount | | Percent |
| (dollars in millions) |
Operating income | $ | 473 | | | $ | 406 | | | $ | 67 | | | 16.5 | % |
| | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Six months ended June 30, | | YTD Q2 2021 vs. YTD Q2 2020 |
| 2021 | | 2020 | | Amount | | Percent |
| (dollars in millions) |
Operating income | $ | 1,014 | | | $ | 1,014 | | | $ | — | | | — | % |
| | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Six months ended | | YTD Q2 2022 vs. YTD Q2 2021 |
| June 30, 2022 | | June 30, 2021 | | Amount | | Percent |
| (dollars in millions) |
Operating income | $ | 879 | | | $ | 1,014 | | | $ | (135) | | | (13.3) | % |
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| | | | | | | |
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U.S. dialysis operating income for the second quarter of 20212022 increased from the first quarter of 20212022 primarily due to an increase in dialysis treatments, an increase in our average patient service revenue per treatment, as described above,gains on sale and decreases in payroll taxes, labor costs, professional fees and health benefit expenses. Operating income was negatively impacted by increases indecreased other direct operating expenses associated with our dialysis centers, including utilities expense, medical supply expense, insurance expense and contributions to our charitable foundation and long-term incentive compensation expense.
U.S. dialysis operating income for the second quartereach described above. Other drivers of 2021 increased from the second quarter of 2020 primarily due to an increase in our average patient service revenue per treatment, andthis change include decreases in COVID-19 related costs, as described above,health benefit expenses, professional fees, pharmaceutical unit costs and intensity and professional fees.compensation expenses, as described above. Operating income was negatively impacted by a decrease in dialysis treatments, as described above, and increases in other direct operating expenses associated with our dialysis centers, health benefit expenses, medical supply expense, laboradvocacy costs to counter union policy efforts, insurance expense contributions to our charitable foundation, and long-term incentive compensation expense.travel costs.
U.S. dialysis operating income for the six months ended June 30, 2021 was relatively flat2022 decreased from the six months ended June 30, 20202021 primarily due to a decrease in dialysis treatments and increases in compensation expenses, advocacy costs and other direct operating expenses associated with our dialysis centers, as described above. Other drivers of this change included increases in costs related to travel and management meetings and insurance expense. Operating income was positively impacted by an increase in our average patient service revenue per treatment and gains on sale, each described above, as well as decreases in professional fees and pharmaceutical unit costs and intensity, COVID-19 related costs, as described above, utilities expense and travel costs. These increasescontributions to operating income were partially offset by a decrease in dialysis treatments, and increases in other direct operating expenses associated with our dialysis centers, labor costs, medical supply expense, health benefits expenses and insurance expense.charitable foundation.
Other—Ancillary services
Our other operations include ancillary services that are primarily aligned with our core business of providing dialysis services to our network of patients. As of June 30, 2021,2022, these consisted primarilyprincipally of our U.S. integrated kidney care and disease management,(IKC) business, certain U.S. other ancillary businesses (including our clinical research programs, transplant software business, and physician services, as well asventure investment group), and our international operations.
These ancillary services including our international operations, generated revenues of approximately $261$283 million and $523$548 million in the second quarter of 20212022 and six months ended June 30, 2021,2022, respectively, representing approximately 9%10% of our consolidated revenues in both periods.
As part of our growth strategy, we have invested, and expect to continue to invest, significant resources in the further development of value-based care and our integrated care business.business and value-based care initiatives. There can be no assurances that we will be able to successfully implement our strategies with respect to value-based care and integrated kidney care in the desired time frame and in a complex, evolvingdynamic and highly regulated environment, and we face risks including, among other things, those related to maintaining our existing business, recovering our investments, entering into agreements with payors, physicians, third party vendors and others on terms that are competitive, terms,and as appropriate, that prove actuarially sound; structuring these agreements and arrangements to comply with evolving rules and regulations, including, among other things, rules and regulations related to the use of protected health information; and further developing our operational, IT and other capabilities to enable us to provide competitive programs at scale. If our value-based care and integrated kidney care programs are unsuccessful, it could result in a loss of our investments and have a material adverse effect on our growth strategy, and could have an adverse impact on our business, results of operations, financial condition and cash flows.
Furthermore, if any of our other ancillary services, such as our international operations, are unsuccessful, itthis could have a negative impact on our business, results of operations, financial condition and cash flows, and we may determine to exit that line of business, which could result in significant termination costs or loss of investment. In addition, we have in the past and may in the future incur material restructuring, write-off or impairment charges on our investment in one or more of these ancillary services, including goodwill.
We expect to add additional service offerings or product lines to our business and to pursue other ancillary serviceopportunities. While these opportunities in the future as circumstances warrant, which could include, among other things, healthcare services not related to dialysis.dialysis, we have focused our ongoing efforts on opportunities with strong strategic links to kidney care, dialysis or integrated kidney care.
As of June 30, 2021,2022, our international dialysis operations provided dialysis and administrative services through a total of 331349 outpatient dialysis centers located in ten11 countries outside of the United States.
Ancillary services results of operations
| | | Three months ended | | Q2 2021 vs. Q1 2021 | | Q2 2021 vs. Q2 2020 | | Three months ended | | Q2 2022 vs. Q1 2022 |
| | June 30, 2021 | | March 31, 2021 | | June 30, 2020 | | Amount | | Percent | | Amount | | Percent | | June 30, 2022 | | March 31, 2022 | | Amount | | Percent |
| | (dollars in millions) | | (dollars in millions) |
Revenues: | Revenues: | | Revenues: | |
U.S. ancillary | $ | 88 | | | $ | 99 | | | $ | 116 | | | $ | (11) | | | (11.1) | % | | $ | (28) | | | (24.1) | % | |
Integrated kidney care | | Integrated kidney care | $ | 103 | | | $ | 87 | | | $ | 16 | | | 18.4 | % |
Other U.S. ancillary | | Other U.S. ancillary | 5 | | | 5 | | | — | | | — | % |
International | International | 174 | | | 162 | | | 129 | | | 12 | | | 7.4 | % | | 45 | | | 34.9 | % | International | 175 | | | 173 | | | 2 | | | 1.2 | % |
Total ancillary services revenues | Total ancillary services revenues | $ | 261 | | | $ | 261 | | | $ | 245 | | | $ | — | | | — | % | | $ | 16 | | | 6.5 | % | Total ancillary services revenues | $ | 283 | | | $ | 265 | | | $ | 18 | | | 6.8 | % |
| Operating (loss) income: | Operating (loss) income: | | Operating (loss) income: | |
U.S. ancillary | $ | (28) | | | $ | (25) | | | $ | (41) | | | $ | (3) | | | (12.0) | % | | $ | 13 | | | 31.7 | % | |
Integrated kidney care | | Integrated kidney care | $ | (21) | | | $ | (37) | | | $ | 16 | | | 43.2 | % |
Other U.S. ancillary | | Other U.S. ancillary | (2) | | | (3) | | | 1 | | | 33.3 | % |
International(1) | International(1) | 10 | | | 13 | | | 1 | | | (3) | | | (23.1) | % | | 9 | | | 900.0 | % | International(1) | 15 | | | 8 | | | 7 | | | 87.5 | % |
Total ancillary services operating loss | Total ancillary services operating loss | $ | (18) | | | $ | (12) | | | $ | (40) | | | $ | (6) | | | (50.0) | % | | $ | 22 | | | 55.0 | % | Total ancillary services operating loss | $ | (9) | | | $ | (32) | | | $ | 23 | | | 71.9 | % |
| Adjusted operating (loss) income(2): | | |
U.S. ancillary | $ | (28) | | | $ | (25) | | | $ | (25) | | | $ | (3) | | | (12.0) | % | | $ | (3) | | | (12.0) | % | |
International(1) | 10 | | | 13 | | | 1 | | | (3) | | | (23.1) | % | | 9 | | | 900.0 | % | |
Total ancillary services adjusted operating loss | $ | (18) | | | $ | (12) | | | $ | (23) | | | $ | (6) | | | (50.0) | % | | $ | 5 | | | 21.7 | % | |
|
Certain columns, rows or percentages may not sum due to the presentation of rounded numbers.
(1)The reported operating income for the three months ended June 30, 2021,2022 and March 31, 2021 and June 30, 2020,2022 includes foreign currency (losses) gains embedded in equity method income recognized from our APAC joint ventureJV of approximately $(0.1) million, $2.7$2.1 million and $(3.7)$0.3 million, respectively.
(2)For a reconciliation of adjusted operating income (loss) by reportable segment, see the "Reconciliations of non-GAAP measures" section below.
| | | Six months ended June 30, | | YTD Q2 2021 vs. YTD Q2 2020 | | Six months ended | | YTD Q2 2022 vs. YTD Q2 2021 |
| | 2021 | | 2020 | | Amount | | Percent | | June 30, 2022 | | June 30, 2021 | | Amount | | Percent |
| | (dollars in millions) | | (dollars in millions) |
Revenues: | Revenues: | | Revenues: | |
U.S. ancillary | $ | 187 | | | $ | 240 | | | $ | (53) | | | (22.1) | % | |
Integrated kidney care | | Integrated kidney care | $ | 189 | | | $ | 176 | | | $ | 13 | | | 7.4 | % |
Other U.S. ancillary | | Other U.S. ancillary | 10 | | | 11 | | | (1) | | | (9.1) | % |
International | International | 336 | | | 265 | | | 71 | | | 26.8 | % | International | 348 | | | 336 | | | 12 | | | 3.6 | % |
Total ancillary services revenues | Total ancillary services revenues | $ | 523 | | | $ | 506 | | | $ | 17 | | | 3.4 | % | Total ancillary services revenues | $ | 548 | | | $ | 523 | | | $ | 25 | | | 4.8 | % |
| Operating (loss) income: | Operating (loss) income: | | Operating (loss) income: | |
U.S. ancillary | $ | (53) | | | $ | (60) | | | $ | 7 | | | 11.7 | % | |
Integrated kidney care | | Integrated kidney care | $ | (59) | | | $ | (55) | | | $ | (4) | | | (7.3) | % |
Other U.S. ancillary | | Other U.S. ancillary | (6) | | | 2 | | | (8) | | | (400.0) | % |
International(1) | International(1) | 24 | | | 18 | | | 6 | | | 33.3 | % | International(1) | 23 | | | 24 | | | (1) | | | (4.2) | % |
Total ancillary services operating (loss) income | $ | (30) | | | $ | (42) | | | $ | 12 | | | 28.6 | % | |
Total ancillary services operating loss | | Total ancillary services operating loss | $ | (41) | | | $ | (30) | | | $ | (11) | | | (36.7) | % |
| Adjusted operating (loss) income(2): | | |
U.S. ancillary | $ | (53) | | | $ | (44) | | | $ | (9) | | | (20.5) | % | |
International(1) | 24 | | | 18 | | | 6 | | | 33.3 | % | |
Total ancillary services adjusted operating loss | $ | (30) | | | $ | (26) | | | $ | (4) | | | (15.4) | % | |
|
Certain columns, rows or percentages may not sum due to the presentation of rounded numbers.
(1)The reported operating income for the six months ended June 30, 20212022 and June 30, 2020,2021 includes foreign currency gains embedded in equity method income recognized from our APAC joint ventureJV of approximately $2.6$2.4 million and $6.1$2.6 million, respectively.
(2)For a reconciliation of adjusted operating income (loss) by reportable segment, see the "Reconciliations of non-GAAP measures" section below.
Revenues:
U.S. ancillary servicesIKC revenues for the second quarter of 2021 decreased from2022 increased compared to the first quarter of 20212022 due to a decreasenet increase in revenueshared savings including from our new programs as well as an increase in our integrated care and disease management business primarily related to the reduction in members inrevenues from our special needs plans, and decreasedplans. Other U.S. ancillary revenues relatedfor the second quarter of 2022 compared to the completion of our ESCO programs in the first quarter of 2021.2022 were relatively flat. International revenues for the second quarter of 20212022 increased from the first quarter of 20212022 primarily due to acquisition-related growth.increased treatment volume.
U.S. ancillary servicesIKC revenues for the second quarter of 2021 decreased from the second quarter of 2020 due to a decrease in revenues in our integrated care and disease management business primarily relatedsix months ended June 30, 2022 increased compared to the reduction in members in our special needs plans, and the sale of RMS Lifeline, Inc. (Lifeline), our vascular access business, as described below, as well as a decrease in revenues relatedsix months ended June 30, 2021 due to completion of our ESCO programs in the first quarter of 2021, partially offset by an increase in shared savings revenues in our physician services business. Our international revenues for the second quarter of 2021 increasedincluding savings from the second quarter of 2020 primarily due to acquisition-related growth.
new programs. Other U.S. ancillary services revenues for the six months ended June 30, 20212022 decreased fromcompared to the six months ended June 30, 2020 due to2021 as a decrease in revenues at our integrated care and disease management business primarily due to a reduction in members in our special needs plans,result of decreased revenues related to the sale of Lifeline and a decrease in revenue in our clinical research programs, partiallyslightly offset by an increase in revenues infrom our physician servicesnewly acquired transplant software business. Our international revenues for the six months ended June 30, 20212022 increased from the six months ended June 30, 20202021 primarily due to acquisition-related growth.
Charges impacting operatingOperating loss:
Loss on changes in ownership interests, net. In the second quarter of 2020, we sold 100% of the stock of Lifeline, our vascular access business, and recognized a loss of approximately $16 million on this transaction.
Operating loss and adjusted operating loss:
U.S. ancillary services operating loss and adjustedIKC operating loss for the second quarter of 2021 increased2022 compared to the first quarter of 20212022 decreased due to a declinethe increase in operating performancerevenues as described above, partially offset by continued investments in our integrated care and disease management businesssupport functions. Other U.S. ancillary services operating loss for the second quarter of 2022 decreased compared to the first quarter of 2022, driven by increased investments to build up our integrated care support functions.a benefit received from run-off of a legacy business in the current quarter. International operating income for the second quarter of 2021 decreased2022 increased from the first quarter of 20212022 primarily due to a declinechanges in equity income resulting from fluctuations in foreign currency at our APAC JV.
U.S. ancillary services operating lossfair value of contingent consideration associated with prior acquisitions, increased treatment volume, as noted above, and adjusted operating loss for the second quarter of 2021 compared to the second quarter of 2020 were impacted by the sale of Lifeline, as described above. These comparative losses were also impacted by a decline in operating results at our integrated care and disease management business due to increased investments to build up our integrated care support function, partially offset by improved operating performance at our physician services business. International operating results for the second quarter of 2021 increased from the second quarter of 2020 primarily due to an increase in equity income resulting from fluctuations in foreign currency at our APAC JV, as well as acquisition-related growthJV.
IKC operating loss for the six months ended June 30, 2022 compared to the six months ended June 30, 2021 increased primarily due to continued investments in our international business.
integrated care support functions, partially offset by increased revenues, as described above. Other U.S. ancillary services operating losses and adjustedloss for the six months ended June 30, 2022 compared to the operating income for the six months ended June 30, 2021 was impacted by revenues, as described above, as well as a benefit received from run-off of a legacy business in the six months ended June 30, 2021. International operating income for the six months ended June 30, 2022 decreased compared to the six months ended June 30, 2020 were impacted2021 primarily driven by the saleimpact of Lifeline, as described above. These comparative losses were also impacted by a decline in operating results atincreased mortality over recent periods on our integrated care and disease management business due to increased investments to build up our integrated care support function,patient population, partially offset by improved operating performance at our physician services business. International operating results for the six months ended June 30, 2021 increased from the six months ended June 30, 2020 primarily due to growth in our international business, partially offset by a decrease in equity income resulting from fluctuations in foreign currency at our APAC JV.acquisition-related growth.
Corporate administrative support
Corporate administrative support consists primarily oflabor, benefits and long-term incentive compensation expense, as well as professional fees for departments which provide support to all of our various operating lines of business. Corporate administrative support expenses are included in general and administrative expenses on our consolidated income statement. | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended | | Q2 2022 vs. Q1 2022 |
| June 30, 2022 | | March 31, 2022 | | Amount | | Percent |
| (dollars in millions) |
Corporate administrative support | $ | (31) | | | $ | (36) | | | $ | 5 | | | 13.9 | % |
| | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended | | Q2 2021 vs. Q1 2021 | | Q2 2021 vs. Q2 2020 |
| June 30, 2021 | | March 31, 2021 | | June 30, 2020 | | Amount | | Percent | | Amount | | Percent |
| (dollars in millions) |
Corporate administrative support | $ | (25) | | | $ | (25) | | | $ | (73) | | | $ | — | | | — | % | | $ | 48 | | | 65.8 | % |
Adjusted corporate administrative support(1) | $ | (25) | | | $ | (25) | | | $ | (38) | | | $ | — | | | — | % | | $ | 13 | | | 34.2 | % |
(1)For a reconciliation of adjusted operating income (loss) by reportable segment, see "Reconciliations of Non-GAAP measures" section below.
| | | | | | | | | | | | | | | | | | | | | | | |
| Six months ended June 30, | | YTD Q2 2021 vs. YTD Q2 2020 |
| 2021 | | 2020 | | Amount | | Percent |
| (dollars in millions) |
Corporate administrative support | $ | (51) | | | $ | (97) | | | $ | 46 | | | 47.4 | % |
Adjusted corporate administrative support(1) | $ | (51) | | | $ | (62) | | | $ | 11 | | | 17.7 | % |
(1)For a reconciliation of adjusted operating income (loss) by reportable segment, see "Reconciliations of Non-GAAP measures" section below.
Charges impacting corporate administrative support:
Accruals for legal matters. During the second quarter of 2020, we recorded a net charge for legal matters of $35 million which is included in general and administrative expenses. | | | | | | | | | | | | | | | | | | | | | | | |
| Six months ended | | YTD Q2 2022 vs. YTD Q2 2021 |
| June 30, 2022 | | June 30, 2021 | | Amount | | Percent |
| (dollars in millions) |
Corporate administrative support | $ | (67) | | | $ | (51) | | | $ | (16) | | | (31.4) | % |
| | | | | | | |
Corporate administrative support expenses for the quarter ended June 30, 20212022 compared to the quarter ended March 31, 2021 were relatively flat. The changes2022 decreased primarily due to decreases in corporatelegal fees and long-term incentive compensation expense. Corporate administrative support expenses for the quarter ended June 30, 2021 compared to the quarter ended June 30, 2020, and for the six months ended June 30, 20212022 compared to the six months ended June 30, 2020, were impacted by accruals for2021 increased primarily due to an increase in legal matters as described above, as well as a decrease in severance accruals associated with our senior executive leadership transition in 2020.fees.
Corporate-level charges
| | | Three months ended | | Q2 2021 vs. Q1 2021 | | Q2 2021 vs. Q2 2020 | | Three months ended | | Q2 2022 vs. Q1 2022 |
| | June 30, 2021 | | March 31, 2021 | | June 30, 2020 | | Amount | | Percent | | Amount | | Percent | | June 30, 2022 | | March 31, 2022 | | Amount | | Percent |
| | (dollars in millions) | | (dollars in millions) |
Debt expense | Debt expense | $ | 73 | | | $ | 67 | | | $ | 81 | | | $ | 6 | | | 9.0 | % | | $ | (8) | | | (9.9) | % | Debt expense | $ | 83 | | | $ | 74 | | | $ | 9 | | | 12.2 | % |
| Other income | $ | 15 | | | $ | 1 | | | $ | 10 | | | $ | 14 | | | 1,400.0 | % | | $ | 5 | | | 50.0 | % | |
Other (loss) income, net | | Other (loss) income, net | $ | (1) | | | $ | (2) | | | $ | 1 | | | 50.0 | % |
Effective income tax rate | Effective income tax rate | 18.8 | % | | 22.6 | % | | 24.6 | % | | (3.8) | % | | (5.8) | % | Effective income tax rate | 18.4 | % | | 21.7 | % | | (3.3) | % |
Effective income tax rate from continuing operations attributable to DaVita, Inc. (1) | 21.6 | % | | 26.4 | % | | 29.2 | % | | (4.8) | % | | (7.6) | % | |
Effective income tax rate attributable to DaVita Inc.(1) | | Effective income tax rate attributable to DaVita Inc.(1) | 22.1 | % | | 26.0 | % | | (3.9) | % |
Net income attributable to noncontrolling interests | Net income attributable to noncontrolling interests | $ | 57 | | | $ | 54 | | | $ | 53 | | | $ | 3 | | | 5.6 | % | | $ | 4 | | | 7.5 | % | Net income attributable to noncontrolling interests | $ | 60 | | | $ | 44 | | | $ | 16 | | | 36.4 | % |
(1)For a reconciliation of our effective income tax rate from continuing operations attributable to DaVita Inc., see "Reconciliations of Non-GAAP measures" section below.
| | | Six months ended June 30, | | YTD Q2 2021 vs. YTD Q2 2020 | | Six months ended | | YTD Q2 2022 vs. YTD Q2 2021 |
| | 2021 | | 2020 | | Amount | | Percent | | June 30, 2022 | | June 30, 2021 | | Amount | | Percent |
| | (dollars in millions) | | (dollars in millions) |
Debt expense | Debt expense | $ | 140 | | | $ | 170 | | | $ | (30) | | | (17.6) | % | Debt expense | $ | 156 | | | $ | 140 | | | $ | 16 | | | 11.4 | % |
Debt refinancing charges | $ | — | | | $ | 3 | | | $ | (3) | | | (100.0) | % | |
Other income | $ | 16 | | | $ | 5 | | | $ | 11 | | | 220.0 | % | |
| Other (loss) income, net | | Other (loss) income, net | $ | (3) | | | $ | 16 | | | $ | (19) | | | (118.8) | % |
Effective income tax rate | Effective income tax rate | 20.6 | % | | 24.7 | % | | (4.1) | % | Effective income tax rate | 19.8 | % | | 20.6 | % | | (0.8) | % |
Effective income tax rate from continuing operations attributable to DaVita, Inc.(1) | 23.8 | % | | 28.8 | % | | (5.0) | % | |
Effective income tax rate attributable to DaVita Inc.(1) | | Effective income tax rate attributable to DaVita Inc.(1) | 23.8 | % | | 23.8 | % | | — | % |
Net income attributable to noncontrolling interests | Net income attributable to noncontrolling interests | $ | 111 | | | $ | 102 | | | $ | 9 | | | 8.8 | % | Net income attributable to noncontrolling interests | $ | 103 | | | $ | 111 | | | $ | (8) | | | (7.2) | % |
(1)For a reconciliation of our effective income tax rate from continuing operations attributable to DaVita Inc., see "Reconciliations of Non-GAAP measures" section below.
Debt expense
Debt expense for the second quarter of 20212022 increased fromcompared to the first quarter of 2021 as a result of completing an unregistered add-on offering of $1.0 billion aggregate principal amount2022 and the six months ended June 30, 2022 compared to our existing 4.625% senior notes due June 1, 2030 (the Additional 2030 Notes) on February 26, 2021. Debt expense for the second quarter of 2021 decreased from the second quarter of 2020 and decreased for the six months ended June 30, 2021 from the six months ended June 30, 2020 primarily due to a decreasean increase in our overall weighted average effective interest rate and weighted average outstanding credit facility balance, which included draws on our debt, including as a resultrevolving line of refinancing our 5.125% senior notes and 5.0% senior notes with lower cost debt and a reductioncredit in the LIBOR componentfirst and second quarters of the interest rate on debt under our senior secured credit facilities, partially offset by additional debt expense associated with the Additional 2030 Notes offering completed in February 2021.2022.
Our overall weighted average effective interest rate for the second quarter of 2021three months ended June 30, 2022 was 3.36%3.68% compared to 3.08%3.35% for the first quarter of 2021 and 3.64% for the second quarter of 2020.three months ended March 31, 2022. See Note 76 to the condensed consolidated financial statements for further information on the components of our debt.
Debt refinancing charges
The six months ended June 30, 2020 included refinancing charges of $3 million comprised partially of fees incurred on the repricing of our Term Loan B and partially of deferred financing costs written off for the portion of this debt considered extinguished and reborrowed.
Other income
Other income consists primarily of interest income on cash and cash equivalents and short- and long-term investments, realized and unrealized gains and losses on investments, and foreign currency transaction gains and losses.
Other income for the second quarter of 2021 increased compared to the first quarter of 2021 primarily due to gains on certain investments that began trading in public markets during the second quarter of 2021, in addition to recognized gains on
foreign currency transactions in the second quarter of 2021 compared to recognized losses in the first quarter of 2021. Other (loss) income, net
Other loss decreased for the second quarter of 2021 increased compared to2022 from the secondfirst quarter of 2020 due to2022, primarily driven by an increase in gains on investments as described above,interest income, partially offset by a decreasean increase in interest income.losses on foreign currency transactions. Other (loss) income increased for the six months ended June 30, 20212022 compared to the six months ended June 30, 2020 primarily due2021 was impacted by losses on investments in 2022 compared to an increase in gains on investments in 2021, as described above and recognized gainswell as increased losses on foreign currency transactions, in the six months ended June 30, 2021 compared to recognized losses in the six months ended June 30, 2020, partially offset by a decreasean increase in interest income.
Effective income tax rate
The effective income tax rate and the effective income tax rate from continuing operations attributable to DaVita Inc. decreased for the second quarter of 2021 decreased from2022 compared to the first quarter of 20212022 primarily due to an increase in recognized tax benefits from stock-based compensation deductionsand benefits recognized in the second quarter of 2021.connection with a partial settlement reached with federal tax authorities for fiscal years 2014-2015.
The effective income tax rate and the effective income tax rate from continuing operations attributable to DaVita Inc. for the second quarter of 2021 and for the six months ended June 30, 20212022 decreased from the second quarter of 2020 and six months ended June 30, 2020, respectively,2021 primarily due to an increase in tax benefits from stock-based compensation deductionsa change in the second quarterportion of earnings attributable to our non-controlling interests. The effective tax rate attributable to DaVita Inc. for the six months ended June 30, 2022 compared to the six months ended June 30, 2021 as well as a reduction in nondeductible advocacy spending in 2021.was relatively flat.
Net income attributable to noncontrolling interests
The increase in net income attributable to noncontrolling interests for the second quarter of 20212022 from the first quarter of 20212022 was primarily due improvedto increased earnings at certain U.S. dialysis partnerships, primarily driven by onean additional treatment day higher revenue per treatment and an increase in treatments per day. The increase in net income attributable to noncontrolling interests for the second quarter of 2021 from the second quarter of 2020 was primarily due to improved earnings at certain U.S. dialysis partnerships driven by higher revenue per treatment. The increase in netperiod. Net income attributable to noncontrolling interests for the six months ended June 30, 2021 compared to2022 decreased from the six months ended June 30, 2020 was2021 primarily due to improvedreduced earnings at certain U.S. dialysis partnerships driven by higher revenue per treatment.partnerships.
Accounts receivable
Our consolidated accounts receivable balances at June 30, 20212022 and December 31, 20202021 were $1.947$2.094 billion and $1.824$1.958 billion, respectively, representing approximately 66 and 62 and 59 days salesof revenue outstanding (DSO), respectively, net of allowances for uncollectible accounts.respectively. Consolidated DSO increased primarily due to a delay in collections related to certain payors and temporary billing holds related to winter storms.and timing of collections. Our DSO calculation is based on the current quarter’s average revenues per day. There were no significant changes in the second quarter of 2021 from the first quarter of 20212022 to the second quarter of 2022 in the carrying amount of unreserved accounts receivable outstanding over one year old or in the amounts pending approval from third-party payors.old.
Liquidity and capital resources
The following table shows the summary of our major sources and uses of cash, cash equivalents and restricted cash:
| | | | Six months ended June 30, | | YTD Q2 2021 vs. YTD Q2 2020 | | Six months ended June 30, | | YTD Q2 2022 vs. YTD Q2 2021 |
| | | 2021 | | 2020 | | Amount | | Percent | | 2022 | | 2021 | | Amount | | Percent |
| | | (dollars in millions and shares in thousands) | | (dollars in millions and shares in thousands) |
Net cash provided by operating activities: | Net cash provided by operating activities: | | | Net cash provided by operating activities: | |
Net income | Net income | | $ | 643 | | | $ | 543 | | | $ | 100 | | | 18.4 | % | Net income | $ | 490 | | | $ | 643 | | | $ | (153) | | | (23.8) | % |
Non-cash items in net income | Non-cash items in net income | | 426 | | | 491 | | | (65) | | | (13.2) | % | Non-cash items in net income | 371 | | | 426 | | | (55) | | | (12.9) | % |
Other working capital changes | Other working capital changes | | (208) | | | (11) | | | (197) | | | 1,790.9 | % | Other working capital changes | (295) | | | (208) | | | (87) | | | 41.8 | % |
Other | Other | | (27) | | | (11) | | | (16) | | | 145.5 | % | Other | (56) | | | (27) | | | (29) | | | 107.4 | % |
| | | $ | 834 | | | $ | 1,012 | | | $ | (178) | | | (17.6) | % | | $ | 510 | | | $ | 834 | | | $ | (324) | | | (38.8) | % |
| Net cash (used in) provided by investing activities: | | | |
Net cash used in investing activities: | | Net cash used in investing activities: | |
Capital expenditures: | Capital expenditures: | | | Capital expenditures: | |
Routine maintenance/IT/other | | $ | (181) | | | $ | (156) | | | $ | (25) | | | 16.0 | % | |
Routine maintenance/information technology/other | | Routine maintenance/information technology/other | $ | (181) | | | $ | (181) | | | $ | — | | | — | % |
Development and relocations | Development and relocations | | (113) | | | (136) | | | 23 | | | (16.9) | % | Development and relocations | (85) | | | (113) | | | 28 | | | (24.8) | % |
Acquisition expenditures | Acquisition expenditures | | (24) | | | (44) | | | 20 | | | (45.5) | % | Acquisition expenditures | (9) | | | (24) | | | 15 | | | (62.5) | % |
Proceeds from sale of self-developed properties | Proceeds from sale of self-developed properties | | 29 | | | 69 | | | (40) | | | (58.0) | % | Proceeds from sale of self-developed properties | 106 | | | 29 | | | 77 | | | 265.5 | % |
| Other | Other | | 6 | | | (140) | | | 146 | | | (104.3) | % | Other | (95) | | | 6 | | | (101) | | | (1,683.3) | % |
| | | $ | (284) | | | $ | (407) | | | $ | 123 | | | (30.2) | % | | $ | (263) | | | $ | (284) | | | $ | 21 | | | (7.4) | % |
| Net cash provided by (used in) financing activities: | | | |
Debt issuances net of (payments) and financing costs | | $ | 848 | | | $ | 1,668 | | | $ | (820) | | | (49.2) | % | |
Net cash (used in) provided by financing activities: | | Net cash (used in) provided by financing activities: | |
Debt issuances, net | | Debt issuances, net | $ | 341 | | | $ | 848 | | | $ | (507) | | | (59.8) | % |
Distributions to noncontrolling interests | Distributions to noncontrolling interests | | (99) | | | (119) | | | 20 | | | (16.8) | % | Distributions to noncontrolling interests | (118) | | | (99) | | | (19) | | | 19.2 | % |
Contributions from noncontrolling interests | Contributions from noncontrolling interests | | 16 | | | 21 | | | (5) | | | (23.8) | % | Contributions from noncontrolling interests | 9 | | | 16 | | | (7) | | | (43.8) | % |
Stock award exercises and other share issuances | | Stock award exercises and other share issuances | (48) | | | (44) | | | (4) | | | 9.1 | % |
Share repurchases | Share repurchases | | (561) | | | (322) | | | (239) | | | 74.2 | % | Share repurchases | (617) | | | (561) | | | (56) | | | 10.0 | % |
Other | Other | | (48) | | | (8) | | | (40) | | | 500.0 | % | Other | (12) | | | (4) | | | (8) | | | 200.0 | % |
| | | $ | 156 | | | $ | 1,240 | | | $ | (1,084) | | | (87.4) | % | | $ | (445) | | | $ | 156 | | | $ | (601) | | | (385.3) | % |
| Total number of shares repurchased | Total number of shares repurchased | | 5,019 | | | 4,052 | | | 967 | | | 23.9 | % | Total number of shares repurchased | 5,973 | | | 5,019 | | | 954 | | | 19.0 | % |
| Free cash flow(1) | Free cash flow(1) | | $ | 485 | | | $ | 691 | | | $ | (206) | | | (29.8) | % | Free cash flow(1) | 242 | | | 485 | | | (243) | | | (50.1) | % |
Certain columns or rows may not sum due to the presentation of rounded numbers.
(1)For a reconciliation of our free cash flow, see "Reconciliations of Non-GAAP measures" section below.
Consolidated cash flows
Consolidated cash flows from operating activities during the six months ended June 30, 2021 were $834 million,2022 decreased compared to consolidatedthe six months ended June 30, 2021 primarily due to a decrease in operating cash flowsresults, timing of income tax payments and changes in total DSO, which increased approximately four days for the six months ended June 30, 2020 of $1,012 million. The decrease in operating cash flows was primarily driven by2022 compared to an increase in total DSO of three days for the six months ended June 30, 2021 compared to a decrease of one day for the six months ended June 30, 2020,partially offset by net increases in addition to timing of other working capital items.
Free cash flow during the six months ended June 30, 20212022 decreased from the six months ended June 30, 20202021 primarily due to a decrease in net cash provided by operating activities as described above and a decrease in proceeds from the sale of self-developed properties, partially offset by a declinean increase in net distributions to noncontrolling interests.proceeds on self-developed properties.
Other significantSignificant sources of cash from financing activities included proceeds from the issuancea net draw of $1.0 billion in aggregate principal amount$425 million on our revolving line of the Additional 2030 Notes as an add-on offering to our 4.625% senior notes due 2030 that were issued at an offering price of 101.750% of face amount in February 2021. Other significant uses of cashcredit in the six months ended June 30, 20212022. Significant uses of cash during the period included the repayment in full of borrowings under our revolving line of credit. Other net debt payments during the six months ended June 30, 2021 primarilywhich consisted of regularly scheduled mandatory principal payments under our senior secured credit facilities totaling approximately $44 million on Term Loan A and $14 million on Term Loan B-1, as well as additional required principal payments under other debt arrangements. We also incurred bond issuance costs of approximately $9 million in cash during this period. See further discussion in Note 7 to the condensed consolidated financial statements related to our debt
financing activities.arrangements. In addition, during the six months ended June 30, 20212022 we used cash to repurchase 5,019,3365,972,974 shares of our common stock.
By comparison, the same period in 20202021 included ourthe issuance of $1.750$1.0 billion in aggregate principal amount of senior notes as an add-on offering to our 4.625% senior notes due 2030 in June 2020 in anticipationwhich were issued at an offering price of redemption101.750% of an equalthe principal amount of 5.125% senior notes in July 2020.February 2021. Other net debt payments during the six months ended June 30, 20202021 primarily consisted of the repayment in full of $75 million of borrowings under our revolving line of credit, net payments of regularly scheduled mandatory principal paymentsamounts due under our senior secured credit facilities totaling approximately $22$44 million on Term Loan A and $14 million on Term Loan B-1 and additional required principal payments under other debt arrangements. In addition, we incurred bond issuance costs of approximately $20$9 million and refinancing costs related to the repricing of our Term Loan B-1 of approximately $3 million during this period.in cash. For the six months ended June 30, 20202021 we also used cash to repurchase 4,052,2985,019,336 shares of our common stock.
Dialysis center footprint and growth
The table below shows the growth in our dialysis operations by number of dialysis centers owned or operated:
| | | U.S. | | International | | U.S. | | International |
| | Three months ended June 30, | | Six months ended June 30, | | Three months ended June 30, | | Six months ended June 30, | | Three months ended June 30, | | Six months ended June 30, | | Three months ended June 30, | | Six months ended June 30, |
| | 2021 | | 2020 | | 2021 | | 2020 | | 2021 | | 2020 | | 2021 | | 2020 | | 2022 | | 2021 | | 2022 | | 2021 | | 2022 | | 2021 | | 2022 | | 2021 |
Number of centers operated at beginning of period | Number of centers operated at beginning of period | 2,827 | | | 2,772 | | | 2,816 | | | 2,753 | | | 323 | | | 282 | | | 321 | | | 259 | | Number of centers operated at beginning of period | 2,809 | | | 2,827 | | | 2,815 | | | 2,816 | | | 346 | | | 323 | | | 339 | | | 321 | |
Acquired centers | Acquired centers | 1 | | | 1 | | | 1 | | | 3 | | | 5 | | | 3 | | | 7 | | | 25 | | Acquired centers | — | | | 1 | | | — | | | 1 | | | 2 | | | 5 | | | 5 | | | 7 | |
Developed centers | Developed centers | 13 | | | 28 | | | 31 | | | 50 | | | 2 | | | 2 | | | 4 | | | 4 | | Developed centers | 18 | | | 13 | | | 27 | | | 31 | | | 1 | | | 2 | | | 2 | | | 4 | |
Net change in non-owned managed or administered centers(1) | Net change in non-owned managed or administered centers(1) | — | | | — | | | — | | | — | | | 1 | | | — | | | 2 | | | 1 | | Net change in non-owned managed or administered centers(1) | — | | | — | | | — | | | — | | | — | | | 1 | | | 3 | | | 2 | |
Sold and closed centers(2) | Sold and closed centers(2) | (3) | | | (2) | | | (4) | | | (4) | | | — | | | — | | | (3) | | | — | | Sold and closed centers(2) | (2) | | | (3) | | | (7) | | | (4) | | | — | | | — | | | — | | | (3) | |
Closed centers(3) | Closed centers(3) | (10) | | | (4) | | | (16) | | | (7) | | | — | | | — | | | — | | | (2) | | Closed centers(3) | (15) | | | (10) | | | (25) | | | (16) | | | — | | | — | | | — | | | — | |
Number of centers operated at end of period | Number of centers operated at end of period | 2,828 | | | 2,795 | | | 2,828 | | | 2,795 | | | 331 | | | 287 | | | 331 | | | 287 | | Number of centers operated at end of period | 2,810 | | | 2,828 | | | 2,810 | | | 2,828 | | | 349 | | | 331 | | | 349 | | | 331 | |
(1)Represents dialysis centers which we manage or provide administrative services to but in which we own a noncontrolling equity interest or which are wholly-owned by third parties, including our Asia Pacific joint ventureAPAC JV centers.
(2)Represents dialysis centers that were sold and/or closed for which the majority of patients were not retained.
(3)Represents dialysis centers that were closed for which the majority of patients were retained and transferred to one of our other existing outpatient dialysis centers.
Stock repurchases
The following table summarizes our common stock repurchases during the three and six months ended June 30, 20212022 and 2020:2021:
| | | Three months ended June 30, | | Six months ended June 30, | | Three months ended June 30, | | Six months ended June 30, |
| | 2021 | | 2020 | | 2021 | | 2020 | | 2022 | | 2021 | | 2022 | | 2021 |
Open market repurchases: | Open market repurchases: | (dollars in millions, except for per share data) | Open market repurchases: | (dollars in millions and shares in thousands, except for per share data) |
Shares | Shares | 2,069,854 | | | — | | | 5,019,336 | | | 4,052,298 | | Shares | 3,869 | | | 2,070 | | | 5,973 | | | 5,019 | |
Amount paid | Amount paid | $ | 241 | | | $ | — | | | $ | 563 | | | $ | 303 | | Amount paid | $ | 370 | | | $ | 241 | | | $ | 603 | | | $ | 563 | |
Average paid per share | Average paid per share | $ | 116.38 | | | $ | — | | | $ | 112.21 | | | $ | 74.81 | | Average paid per share | $ | 95.56 | | | $ | 116.38 | | | $ | 100.96 | | | $ | 112.21 | |
See further discussion of our stock repurchases in Note 98 to the condensed consolidated financial statements.
Available liquidity
As of June 30, 2021,2022, we had an undrawn$575 million available and $425 million drawn on our $1.0 billion revolving line of credit under our senior secured credit facilities. Credit available under this revolving line of credit is reduced by the amount of any letters of credit outstanding thereunder, of which there were none as of June 30, 2021.2022. We separately havehad approximately $69$108 million of outstandingin letters of credit outstanding under a separate bilateral secured letter of credit facility.
See Note 76 to the condensed consolidated financial statements for components of our long-term debt and their interest rates. We may from time to time seek to obtain funds or refinance existing debt through additional debt financings or other capital alternatives.
The COVID-19 pandemic, and efforts to prevent its spread, and other government actions intended to support those efforts have dramatically impacted global economic activity and driven increased volatility in the financial markets. We have maintained business process continuity during the COVID-19 pandemic by enabling most back office teammates to work remotely, and as of the date of this report, we have not experienced material deterioration in our liquidity position as a result of the COVID-19 crisis. In addition, we elected not to accept approximately $250 million in funds available to us through the CARES Act Provider Relief Fund and returned the funds we received in May 2020. There can be no assurance that we will be able to continue to forgo the receipt of financial or other assistance under the CARES Act or similar subsequent legislation or that similar assistance will be available from the government if we have a need for such assistance in the future. The ultimate impact of the pandemic will depend on future developments that areremain highly uncertain and difficult to predict.
We believe that our cash flow from operations and other sources of liquidity, including from amounts available under our senior secured credit facilities and our access to the capital markets, will be sufficient to fund our scheduled debt service under the terms of our debt agreements and other obligations for the foreseeable future, including the next 12 months. Our primary recurrent sources of liquidity are cash from operations and cash from borrowings, which are subject to general, economic, financial, competitive, regulatory and other factors that are beyond our control, as described in Item 1A Risk Factors of our 20202021 10-K.
Reconciliations of non-GAAP measures
The following tables provide reconciliations of adjusted operating income (loss) to operating income (loss) as presented on a U.S. generally accepted accounting principles (GAAP) basis for our U.S. dialysis reportable segment as well as for our U.S. ancillary services, our international business, and for our total ancillary services which combines them and is disclosed as our other segments category. These non-GAAP or “adjusted” measures are presented because management believes these measures are useful adjuncts to, but not alternatives for, our GAAP results.
Specifically, management uses adjusted operating income (loss) to compare and evaluate our performance period over period and relative to competitors, to analyze the underlying trends in our business, to establish operational budgets and forecasts and for incentive compensation purposes. We believe this non-GAAP measure is also useful to investors and analysts in evaluating our performance over time and relative to competitors, as well as in analyzing the underlying trends in our business. We also believe this presentation enhances a user's understanding of our normal operating income by excluding certain items which we do not believe are indicative of our ordinary results of operations.
In addition, our effective income tax rate on income from continuing operations attributable to DaVita Inc. excludesexcluding noncontrolling owners' income, which primarily relates to non-tax paying entities. We believe this adjusted effective income tax rate is useful to management, investors and analysts in evaluating our performance and establishing expectations for income taxes incurred on our ordinary results attributable to DaVita Inc.
Finally,In addition, our free cash flow from continuing operations represents net cash provided by operating activities from continuing operations less distributions to noncontrolling interests and all capital expenditures (including development capital expenditures, routine maintenance and information technology), plus contributions from noncontrolling interests and proceeds from the sale of self-developed properties. Management uses this measure to assess our ability to fund acquisitions and meet our debt service obligations and we believe this measure is equally useful to investors and analysts as an adjunct to cash flows from operating activities from continuing operations and other measures under GAAP.U.S. generally accepted accounting principles (GAAP).
It is important to bear in mind that these non-GAAP “adjusted” measures are not measures of financial performance under GAAP and should not be considered in isolation from, nor as substitutes for, their most comparable GAAP measures.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended June 30, 2021 |
| U.S. dialysis | | Ancillary services | | Corporate administration | | |
| | U.S. | | International | | Total | | | Consolidated |
| (dollars in millions) |
Operating income (loss) | $ | 534 | | | $ | (28) | | | $ | 10 | | | $ | (18) | | | $ | (25) | | | $ | 490 | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Adjusted operating income (loss) | $ | 534 | | | $ | (28) | | | $ | 10 | | | $ | (18) | | | $ | (25) | | | $ | 490 | |
| | | | | | | | | | | |
| Three months ended |
| June 30, 2022 | | March 31, 2022 |
| (dollars in millions) |
Income before income taxes | $ | 349 | | | $ | 263 | |
Less: Noncontrolling owners' income primarily attributable to non-tax paying entities | (60) | | | (44) | |
Income before income taxes attributable to DaVita Inc. | $ | 289 | | | $ | 219 | |
Income tax expense | $ | 64 | | | $ | 57 | |
Less: Income tax attributable to noncontrolling interests | — | | | — | |
Income tax expense attributable to DaVita Inc. | $ | 64 | | | $ | 57 | |
Effective income tax rate on income attributable to DaVita Inc. | 22.1 | % | | 26.0 | % |
Certain columns or rows may not sum or recalculate due to the presentation of rounded numbers.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended March 31 2021 |
| U.S. dialysis | | Ancillary services | | Corporate administration | | |
| | U.S. | | International | | Total | | | Consolidated |
| (dollars in millions) |
Operating income (loss) | $ | 480 | | | $ | (25) | | | $ | 13 | | | $ | (12) | | | $ | (25) | | | $ | 443 | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Adjusted operating income (loss) | $ | 480 | | | $ | (25) | | | $ | 13 | | | $ | (12) | | | $ | (25) | | | $ | 443 | |
| | | | | | | | | | | |
| Six months ended |
| June 30, 2022 | | June 30, 2021 |
| (dollars in millions) |
Income before income taxes | $ | 612 | | | $ | 809 | |
Less: Noncontrolling owners' income primarily attributable to non-tax paying entities | (104) | | | (112) | |
Income before income taxes attributable to DaVita Inc. | $ | 508 | | | $ | 697 | |
Income tax expense | $ | 121 | | | $ | 167 | |
Less: Income tax attributable to noncontrolling interests | (1) | | | — | |
Income tax expense attributable to DaVita Inc. | $ | 121 | | | $ | 166 | |
Effective income tax rate on income attributable to DaVita Inc. | 23.8 | % | | 23.8 | % |
Certain columns or rows may not sum or recalculate due to the presentation of rounded numbers.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended June 30, 2020 |
| U.S. dialysis | | Ancillary services | | Corporate administration | | Consolidated |
| U.S. | | International | | Total |
| (dollars in millions) |
Operating income (loss) | $ | 523 | | | (41) | | | $ | 1 | | | $ | (40) | | | $ | (73) | | | $ | 410 | |
Loss on changes in ownership interests, net | — | | | 16 | | | — | | | 16 | | | — | | | 16 | |
Accrual for legal matters | — | | | — | | | — | | | — | | | 35 | | | 35 | |
Adjusted operating income (loss) | $ | 523 | | | $ | (25) | | | $ | 1 | | | $ | (23) | | | $ | (38) | | | $ | 461 | |
Certain columns or rows may not sum or recalculate due to the presentation of rounded numbers.
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| Six months ended June 30, 2021 |
| U.S. dialysis | | Ancillary services | | Corporate administration | | |
| | U.S. | | International | | Total | | | Consolidated |
| (dollars in millions) |
Operating income (loss) | $ | 1,014 | | | $ | (53) | | | $ | 24 | | | $ | (30) | | | $ | (51) | | | $ | 933 | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Adjusted operating income (loss) | $ | 1,014 | | | $ | (53) | | | $ | 24 | | | $ | (30) | | | $ | (51) | | | $ | 933 | |
Certain columns or rows may not sum or recalculate due to the presentation of rounded numbers.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Six months ended June 30, 2020 |
| U.S. dialysis | | Ancillary services | | Corporate administration | | |
| | U.S. | | International | | Total | | | Consolidated |
| (dollars in millions) |
Operating income (loss) | $ | 1,014 | | | $ | (60) | | | $ | 18 | | | $ | (42) | | | $ | (97) | | | $ | 875 | |
Loss on changes in ownership interests, net | — | | | 16 | | | — | | | 16 | | | — | | | 16 | |
Accrual for legal matters | — | | | — | | | — | | | — | | | 35 | | | 35 | |
Adjusted operating income (loss) | $ | 1,014 | | | $ | (44) | | | $ | 18 | | | $ | (26) | | | $ | (62) | | | $ | 927 | |
Certain columns or rows may not sum or recalculate due to the presentation of rounded numbers.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended | | Six months ended |
| June 30, 2021 | | March 31, 2021 | | June 30, 2020 | | June 30, 2021 | | June 30, 2020 |
| (dollars in millions) |
Income from continuing operations before income taxes | $ | 432 | | | $ | 377 | | | $ | 338 | | | $ | 809 | | | $ | 708 | |
Less: Noncontrolling owners' income primarily attributable to non-tax paying entities | (58) | | | (54) | | | (53) | | | (112) | | | (102) | |
Income from continuing operations before income taxes attributable to DaVita Inc. | $ | 375 | | | $ | 323 | | | $ | 285 | | | $ | 697 | | | $ | 606 | |
Income tax expense for continuing operations | $ | 81 | | | $ | 85 | | | $ | 83 | | | $ | 167 | | | $ | 175 | |
Less: Income tax attributable to noncontrolling interests | — | | | — | | | — | | | — | | | — | |
Income tax expense from continuing operations attributable to DaVita Inc. | $ | 81 | | | $ | 85 | | | $ | 83 | | | $ | 166 | | | $ | 175 | |
Effective income tax rate on income from continuing operations attributable to DaVita Inc. | 21.6 | % | | 26.4 | % | | 29.2 | % | | 23.8 | % | | 28.8 | % |
Certain columns or rows may not sum or recalculate due to the presentation of rounded numbers.
| | | | | | | | | | | |
| Six months ended |
| June 30, 2021 | | June 30, 2020 |
| (dollars in millions) |
Net cash provided by operating activities | $ | 834 | | | $ | 1,012 | |
Less: Distributions to noncontrolling interests | (99) | | | (119) | |
Plus: Contributions from noncontrolling interests | 16 | | | 21 | |
Cash provided by operating activities from continuing operations | 751 | | | 914 | |
Less: Expenditures for routine maintenance and information technology | (181) | | | (156) | |
Less: Expenditures for development | (113) | | | (136) | |
Plus: Proceeds from sale of self-developed properties | 29 | | | 69 | |
Free cash flow | $ | 485 | | | $ | 691 | |
| | | | | | | | | | | |
| Six months ended |
| June 30, 2022 | | June 30, 2021 |
| (dollars in millions) |
Net cash provided by operating activities | $ | 510 | | | $ | 834 | |
Adjustments to reconcile net cash provided by operating activities to free cash flow: | | | |
Distributions to noncontrolling interests | (118) | | | (99) | |
Contributions from noncontrolling interests | 9 | | | 16 | |
Expenditures for routine maintenance and information technology | (181) | | | (181) | |
Expenditures for development and relocations | (85) | | | (113) | |
Proceeds from sale of self-developed properties | 106 | | | 29 | |
Free cash flow | $ | 242 | | | $ | 485 | |
Certain columns or rows may not sum due to the presentation of rounded numbers.
Off-balance sheet arrangements and aggregate contractual obligations
In addition to the debt obligations and operating lease liabilities reflected on our balance sheet, we have commitments associated with letters of credit, as well as certain working capital funding obligations associated with our equity investments in nonconsolidated dialysis ventures that we manage and some that we manage which are wholly-owned by third parties. For additional information see Note 7 to the condensed consolidated financial statements.
We also have potential obligations to purchase the noncontrolling interests held by third parties in many of our majority-owned dialysis partnerships and other nonconsolidated entities. These obligations are in the form of put provisions that are exercisable at the third-party owners’ discretion within specified periods as outlined in each specific put provision. For additional information on these obligations and how we measure and report them, see Note 1312 to the condensed consolidated financial statements and NoteNotes 17 and Note 24 to the consolidated financial statements included in our 20202021 10-K.
The following is a summary of these off-balance sheet contractual obligations and commitments as of June 30, 2021:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Remainder of 2021 | | 2022-2024 | | 2025-2026 | | After 5 years | | Total |
| (dollars in millions) |
Potential cash requirements under other commitments: | | | | | | | | | |
Letters of credit | $ | 69 | | | $ | — | | | $ | — | | | $ | — | | | $ | 69 | |
Noncontrolling interests subject to put provisions | 1,062 | | | 171 | | | 114 | | | 79 | | | 1,426 | |
Non-owned and minority owned put provisions | 114 | | | 6 | | | — | | | — | | | 120 | |
Operating capital advances | 1 | | | 4 | | | 2 | | | 4 | | | 11 | |
Purchase commitments | 256 | | | 1,504 | | | 346 | | | — | | | 2,106 | |
| $ | 1,502 | | | $ | 1,685 | | | $ | 462 | | | $ | 83 | | | $ | 3,732 | |
For information on the maturities and other terms of our long term debt, see Note 76 to the condensed consolidated financial statements.
As of June 30, 2022, we have outstanding letters of credit in the aggregate amount of approximately $108 million under a bilateral secured letter of credit facility separate from our senior secured credit facilities.
In addition to the commitments listed above, in 2017 we entered into a sourcing and supply agreement with Amgen USA Inc. (Amgen) that expires on December 31, 2022. Under the terms of this agreement, we will purchase EPO from Amgen in amounts necessary to meet no less than 90% of our requirements for erythropoiesis-stimulating agents (ESAs) through the expiration of the contract. The actual amount of EPO that we will purchase will depend upon the amount of EPO administered during dialysis as prescribed by physicians and the overall number of patients that we serve.
TheAs of June 30, 2022, we have outstanding purchase commitments in the table above represent our agreements with various suppliers to purchase set amounts of dialysis equipment, parts, and supplies. If we fail to meet the minimum purchase commitments under these contracts during any year, we are required to pay the difference to the supplier.supplier, as described further in Note 17 to the Company's consolidated financial statements included in the 2021 10-K.
In addition, we have approximately $43 million of existing income tax liabilities for unrecognized tax benefits, of approximately $92 million, including interest, penalties and other long-term tax liabilities. Income tax liabilities were reduced from $88 million as of December 31, 2021 to $43 million as of June 30, 2022, primarily due to a partial settlement reached with federal tax authorities for years 2014-2015.
Finally, on May 25, 2022, we entered into an agreement with Medtronic, Inc. and one of its subsidiaries (collectively, Medtronic) to form a new, independent kidney care-focused medical device company (NewCo). The transaction is expected to close in 2023, subject to customary closing conditions and regulatory approvals. At close, DaVita will make a cash payment to Medtronic of approximately $75 million, subject to certain customary adjustments prior to the closing, and will contribute certain other non-cash assets to NewCo valued at approximately $25 million. Additionally, at close, each of DaVita and Medtronic will contribute approximately $200 million in cash to launch NewCo. DaVita also agreed to pay Medtronic additional consideration of up to $300 million if certain regulatory and commercial milestones are excluded from the table above as reasonably reliable estimates of their timing cannot be made.achieved between 2024 and 2028.
New Accounting Standards
See discussion of new accounting standards in Note 1514 to the condensed consolidated financial statements.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Interest rate and foreign currency sensitivity
There has been no material change in the nature of the Company's interest rate risks or foreign currency exchange risks from those described in Part II Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2020.2021.
The tables below provide information about our financial instruments that are sensitive to changes in interest rates as of June 30, 2021.2022. For further information on the components of the Company's long-term debt and their interest rates, see Note 76 to the condensed consolidated interim financial statements included in this Quarterly Report on Form 10-Q at Part I Item 1.
| | | Expected maturity date | | | | | | Average interest rate | | Fair value(1) | | Expected maturity date | | | | | | Average interest rate | | Fair value(1) |
| | 2021 | | 2022 | | 2023 | | 2024 | | 2025 | | 2026 | | Thereafter | | Total | | | 2022 | | 2023 | | 2024 | | 2025 | | 2026 | | 2027 | | Thereafter | | Total | |
| | (dollars in millions) | | (dollars in millions) |
Long term debt: | Long term debt: | | | | | | | | | | | | | | | | | | | | Long term debt: | | | | | | | | | | | | | | | | | | | |
Fixed rate | Fixed rate | $ | 35 | | | $ | 30 | | | $ | 36 | | | $ | 31 | | | $ | 31 | | | $ | 41 | | | $ | 4,439 | | | $ | 4,643 | | | 4.43 | % | | $ | 4,361 | | Fixed rate | $ | 17 | | | $ | 41 | | | $ | 32 | | | $ | 32 | | | $ | 43 | | | $ | 30 | | | $ | 4,416 | | | $ | 4,611 | | | 4.43 | % | | $ | 3,309 | |
Variable rate | Variable rate | $ | 73 | | | $ | 134 | | | $ | 179 | | | $ | 1,394 | | | $ | 37 | | | $ | 2,584 | | | $ | 2 | | | $ | 4,403 | | | 2.18 | % | | $ | 4,392 | | Variable rate | $ | 80 | | | $ | 178 | | | $ | 1,819 | | | $ | 37 | | | $ | 2,584 | | | $ | 3 | | | $ | 1 | | | $ | 4,702 | | | 3.77 | % | | $ | 4,509 | |
(1)Represents the fair value of the Company’s long-term debt excluding financing leases. See Note 76 to the condensed consolidated financial statements for further details.
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| Notional amount | | Contract maturity date | | | | | | Fair value |
| | 2021 | | 2022 | | 2023 | | 2024 | | 2025 | | 2026 | | Thereafter | | Receive variable | |
| (dollars in millions) |
2019 cap agreements | $ | 3,500 | | | $ | — | | | $ | — | | | $ | — | | | $ | 3,500 | | | $ | — | | | $ | — | | | $ | — | | | LIBOR above 2% | | $ | 6.4 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Notional amount | | Contract maturity date | | | | | | Fair value |
| | 2022 | | 2023 | | 2024 | | 2025 | | 2026 | | 2027 | | Thereafter | | Receive variable | |
| (dollars in millions) |
2019 cap agreements | $ | 3,500 | | | $ | — | | | $ | — | | | $ | 3,500 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | LIBOR above 2% | | $ | 84.6 | |
Item 4. Controls and Procedures
Management has established and maintains disclosure controls and procedures designed to ensure that information required to be disclosed in the reports that it files or submits pursuant to the Securities Exchange Act of 1934 (Exchange Act) as amended is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer (CEO) and Chief Financial Officer (CFO) as appropriate to allow for timely decisions regarding required disclosures.
At the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of the Company’s CEO and CFO, of the effectiveness of the design and operation of our disclosure controls and procedures in accordance with the Exchange Act requirements as of June 30, 2021.2022. Based upon that evaluation, the CEO and CFO concluded that the Company’s disclosure controls and procedures were effective as required by the Exchange Act as of such date for our Exchange Act reports, including this report. Management recognizes that these controls and procedures can provide only reasonable assurance of desired outcomes, and that estimates and judgments are still inherent in the process of maintaining effective controls and procedures.
There was no change in the Company's internal control over financial reporting that was identified during the evaluation that occurred during the fiscal quarter covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II.
OTHER INFORMATION
Item 1. Legal Proceedings
The information required by this Part II, Item 1 is incorporated herein by reference to the information set forth under the caption “Commitments and Contingencies”contingencies” in Note 87 to the condensed consolidated financial statements included in this report.
Item 1A. Risk Factors
There have been no material changesIn addition to the following risk factor and the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors previously discloseddiscussed in Part I, Item 1A of our Annual Report on Form 10-K (2020(2021 10-K) for the year ended December 31, 2020 filed2021 and any subsequent filings with the Securities and Exchange Commission. You should carefully consider theCommission (SEC), which could materially affect our business, financial condition, results of operations, cash flows or future results. The risks includedand uncertainties discussed below, in our 20202021 10-K and in any subsequent filings with the SEC are not the only ones facing our business. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may materially adversely affect our business, cash flows, financial condition and/or results of operations. The risk factor below updates, and should be read together with, all the other informationrisk factors disclosed in Part I, Item 1A of our 2021 10-K. Please also read the Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 and this Quarterly Report on Form 10-Q, including thecautionary notice regarding forward-looking statements in Part I, Item 2 of this Quarterly Report on Form 10-Q under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations."
If the number or percentage of patients with higher-paying commercial insurance declines, if the average rates that commercial payors pay us decline, if commercial plans subject patients to restriction in plan designs, or if we are unable to maintain contracts with payors with competitive terms, including, without limitation, reimbursement rates, scope and duration of coverage and in-network benefits, it could have a material adverse effect on our business, results of operations, financial condition and cash flows.
A substantial portion of our U.S. dialysis net patient services revenues for the three and six months ended June 30, 2022 was generated from patients who have commercial payors as their primary payor. The majority of these patients have insurance policies that pay us on terms and at rates that are generally significantly higher than Medicare rates. As such our revenue and net income levels are sensitive to the number of our patients with higher-paying commercial insurance coverage and the percentage of our patients under higher paying commercial plans relative to government-based programs. The payments we receive from commercial payors generate nearly all of our profit and all of our nonacute dialysis profits come from commercial payors.
When traditional or original Medicare ("Medicare") becomes the primary payor for a patient, the payment rate we receive for that patient decreases from the commercial plan rate to the lower Medicare payment rate. If the number of our patients who have Medicare or another government-based program as their primary payor increases, it could negatively impact the percentage of our patients covered under commercial insurance plans. There are a number of factors that could drive a decline in the number or percentage of our patients covered under commercial insurance plans, including, among others, a continued decline in the rate of growth of the ESRD patient population, improved mortality, changes in the patient's or a family member's employment status, reduced availability of commercial health plans or reduced coverage by such plans through the ACA exchanges or otherwise due to changes to the laws, marketplace, healthcare regulatory system or otherwise. Commercial payors could also cease paying in the primary position after providing 30 months of coverage resulting in potentially material reductions in payment as the patient moves to Medicare primary. Declining macroeconomic conditions could also negatively impact the percentage of our patients covered under commercial insurance plans. To the extent there are job losses in the U.S., we could experience a decrease in the number of patients covered under commercial plans and/or an increase in uninsured and underinsured patients independent of whether general economic conditions improve. If we experience higher numbers of uninsured or underinsured patients, it also would result in an increase in uncollectible accounts.
Our arrangements and negotiations with payors also impact the number or percentage of patients with higher-paying commercial insurance. We continuously are in the process of negotiating existing and potential new agreements with commercial payors who aggressively negotiate terms with us, and we can make no assurances about the ultimate results of these negotiations or the timing of any potential rate changes resulting from these negotiations. Sometimes many significant agreements are being renegotiated at the same time. We believe payor consolidations have significantly increased the negotiating leverage of commercial payors, and ongoing consolidations may continue to increase this leverage in the future. In addition, our agreements and rates with commercial payors may be impacted by new business activities of these commercial payors as well as steps that these commercial payors have taken and may continue to take to control the cost of and/or the eligibility for access to the services that we provide, including, without limitation, relative to products on and off the healthcare
exchanges. These efforts could impact the number of our patients who are eligible to enroll in commercial insurance plans, and remain on the plans, including plans offered through healthcare exchanges. We continue to experience downward pressure on some of our rates with commercial payors as a result of these and other general conditions in the market, including, among other things, as employers seek to shift to less expensive options for medical services or as commercial payors dedicate increased focus on dialysis services.
Our negotiations with commercial payors may relate to commercial fee-for-service contracts, value-based care (VBC) contracts in which we share risk with commercial payors, as well as contracts to provide dialysis services to Medicare Part C MA patients. If we fail to maintain contracts with payors and other healthcare providers with competitive or favorable terms, either with respect to commercial plans, commercial VBC contracts, MA plans or otherwise, including, without limitation, with respect to reimbursement rates, scope and duration of coverage and in-network benefits, contract term or termination rights, or if we fail to accurately estimate the price for and manage our medical costs in an effective manner, whether due to inflationary pressures or otherwise, such that the profitability of our commercial or other value-based products is negatively impacted, it could have a material adverse effect on our business, results of operations, financial condition and cash flows. The ultimate result of our negotiations with payors cannot be predicted as they occur in a highly competitive environment and are influenced by marketplace dynamics such as those previously discussed. Among other things, these negotiations may result in termination or non-renewals of existing agreements, decreases in contracted rates, and reduction in the number of our patients that are covered by commercial plans, and we may not be able to enter into new agreements on competitive terms or at all. In the event that our ongoing negotiations with commercial payors result in overall rates reductions in excess of overall rate increases, the cumulative effect could have a material adverse effect on our business, results of operations, financial condition and cash flows. In addition, to the extent that these negotiations result in a reduction in the number of our patients covered by plans with commercial payors, it could have a material adverse effect on our business, results of operations, financial condition and cash flows. A material portion of both our commercial revenue and MA revenue is concentrated with a limited number of commercial payors, and any changes impacting our highest paying commercial payors or our relationships with these payors will have a disproportionate impact on us.
Certain payors have been attempting to design and implement plans that restrict access to ESRD coverage both in the commercial and individual market. Among other things, these restrictive plan designs seek to limit the duration and/or the breadth of ESRD benefits, limit the number of in-network providers, set arbitrary provider reimbursement rates, or otherwise restrict access to care, all of which may result in a decrease in the number of patients covered by commercial insurance or the reimbursement rate for ESRD services, among other things. Payors have also disputed the scope and duration of ESRD benefit coverage under their plans, and, among other things, have required patients to seek Medicare coverage for ESRD treatments. On June 21, 2022, the U.S. Supreme Court issued a decision in the matter of Marietta Memorial Hospital Employee Health Benefit Plan, et al. v. DaVita Inc. et al., a case evaluating the scope of the Medicare Secondary Payor Act (MSPA), deciding that a group health plan that provides limited benefits for outpatient dialysis, but does so uniformly for all plan participants, does not violate the terms of the MSPA because the plan treats all patients uniformly, regardless of whether a participant has ESRD and regardless of whether the participant is eligible for Medicare. For additional information, see Note 7 to the consolidated financial statements included in this report. We cannot reasonably estimate the ultimate impact of the U.S. Supreme Court’s decision at this time, as there is significant uncertainty as to, among other things, whether and to what extent payors may seek to design and implement plans to restrict access to ESRD in light of the decision; whether and how regulators and legislators will respond to the decision, including whether they will issue regulatory guidance or adopt new legislation; how courts will interpret other anti-discriminatory provisions that may apply; whether there could be other potential negative impacts of the decision and any resultant plan behavior on our commercial or government mix or the number of our patients covered by commercial insurance; and the timing of each of these items. Irrespective of any legislative or regulatory action in response to the decision, if more plans seek to implement plan designs that discourage or prevent ESRD patients from retaining their commercial coverage, it may lead to a decrease in the number of patients with commercial plans, the duration of benefits for patients under commercial plans and/or a decrease in the payment rates we receive, any of which could have a material adverse effect on our business, results of operations, financial condition and cash flows.
In addition, some commercial payors are pursuing or have incorporated policies into their provider manuals limiting or refusing to accept charitable premium assistance from non-profit organizations, such as the American Kidney Fund, which may impact the number of patients who are able to afford commercial plans. Paying for coverage is a significant financial burden for many patients, and ESRD disproportionately affects the low-income population. Charitable premium assistance supports continuity of coverage and access to care for patients, many of whom are unable to continue working full-time as a result of their severe health condition. Many patients with commercial and government insurance also rely on financial assistance from charitable organizations, such as the American Kidney Fund. Certain payors have challenged our patients' and other providers' patients' ability to utilize assistance from charitable organizations for the payment of premiums, including, without limitation, through litigation and other legal proceedings. The use of charitable premium assistance for ESRD patients has also faced challenges and inquiries from legislators, regulators and other governmental authorities, and this may continue. In addition,
CMS or another regulatory agency or legislative authority may issue a new rule or guidance that challenges or restricts charitable premium assistance. If any of these challenges to kidney patients' use of premium assistance is successful or restrictions are imposed on the use of financial assistance from such charitable organizations or if organizations providing such assistance are no longer available such that kidney patients are unable to obtain, or continue to receive or receive for a limited duration, such financial assistance, it may restrict the ability of dialysis patients to obtain and maintain optimal insurance coverage and could have a material adverse effect on our business, results of operations, financial condition and cash flows. In addition, if our assumptions about how kidney patients will respond to any change in financial assistance from charitable organizations are incorrect, it could have a material adverse effect on our business, results of operations, financial condition and cash flows.
Our negotiations and relationships with payors may also be impacted by legislative or regulatory developments and associated legal rulings. For example, the final rules for the 21st Century Cures Act, which are described in detail in Part I, Item 1. Business of the 2021 10-K under the heading "Government Regulation—21st Century Cures Act,"broadened ESRD patient access to certain enhanced benefits offered by MA plans. While these rules increased our MA plan enrollment for ESRD benefits in their first year, the potential ultimate impact of this change in benefit eligibility remains subject to change as market participants continue to adjust to this new regulatory environment. As an example, the removal of objective time and distance standards relating to network adequacy for outpatient dialysis centers for MA plans that was included in the final rules may adversely impact the number of ESRD patients that select MA plans and also may result in the Company not being an in-network provider for significant MA plans in the event MA plans attempt to use this revision to the rules to limit or restrict their networks. If kidney patients choose not to enroll in MA plans or choose to leave MA plans, whether due to network adequacy standards or otherwise, or if we fail to provide education to kidney patients in the manner specified by CMS, we could be subject to certain clinical, operational, financial and legal risks, which could have a material adverse effect on our business, results of operations, financial condition and cash flows. In addition, recent price transparency regulations require most group health plans and health insurance issuers in the group and individual markets to make certain pricing and patient responsibility information publicly available. For further detail on these regulations, see the discussion in Part I, Item 1. Business of the 2021 10-K under the heading "Government Regulation—Price Transparency Rules." On July 1, 2022, enforcement began of the requirement that plans publish machine readable files that include negotiated rates for all covered items and services with all providers and out-of-network allowed amounts. To comply with these requirements, plans have begun to publish these files and make them available to the public. The information that has been made available to date is highly diverse and complex. While the ultimate impact of these requirements remains uncertain, any changes by group health plans, health insurance issuers in the group and individual markets, or consumer choices resulting from these requirements could have a material adverse impact on our business, results of operations, and financial condition, and our reputation could be materially harmed. We could also experience a further decrease in the payments we receive for services if changes to the marketplace or the healthcare regulatory system result in fewer patients covered under commercial plans or an increase of patients covered under more restrictive commercial plans, or plans with lower reimbursement rates, among other things. For additional details regarding potential legislative or regulatory changes, the specific risks we face in connection with any decrease in payments we receive for services due to, for example, fewer patients being covered under commercial plans or an increase of patients covered under more restrictive commercial plans, or plans with lower reimbursement rates, please see Part I, Item 1. Business of the 2021 10-K under the heading "Government Regulation" and the discussion in the risk factor included in Part I, Item 1A. of the 2021 10-K under the heading "Changes in federal and state healthcare legislation or regulations could have a material adverse effect on our business, results of operations, financial condition and cash flows."
As noted, the foregoing dynamics of our arrangements and negotiations with commercial payors each may have an impact on, among other things, our ability to enter into and maintain contracts with payors with competitive terms, including, without limitation, reimbursement rates, scope and duration of coverage and in-network benefits as well as the number or percentage of our patients with higher-paying commercial insurance. If, as a result of these or other dynamics, we experience a decline in the average rates that commercial payors pay us or a reduction in the number of patients with ESRD coverage under higher-paying commercial plans either in total or relative to the number of patients under government-based programs that pay at lower rates or an increase in the number of patients that are uninsured or underinsured, it could have a material adverse effect on our business, results of operations, financial condition and cash flows.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Share repurchases
The following table summarizes our repurchases of our common stock during the second quarter of 2021:2022:
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Period | | Total number of shares purchased | | Average price paid per share | | Total number of shares purchased as part of publicly announced plans or programs | | Approximate dollar value of shares that may yet be purchased under the plans or programs |
| | (dollars and shares in thousands, except per share data) |
April 1-30, 2021 | | 991 | | | $ | 109.91 | | | 991 | | | $ | 1,498,730 | |
May 1-31, 2021 | | 413 | | | 122.30 | | | 413 | | | $ | 1,448,155 | |
June 1-30, 2021 | | 666 | | | 122.33 | | | 666 | | | $ | 1,366,725 | |
| | 2,070 | | | $ | 116.38 | | | 2,070 | | | |
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Period | | Total number of shares purchased | | Average price paid per share | | Total number of shares purchased as part of publicly announced plans or programs | | Approximate dollar value of shares that may yet be purchased under the plans or programs |
| | (dollars and shares in thousands, except per share data) |
April 1-30, 2022 | | 627 | | | $ | 111.05 | | | 627 | | | $ | 2,080,991 | |
May 1-31, 2022 | | 405 | | | 106.04 | | | 405 | | | $ | 2,038,014 | |
June 1-30, 2022 | | 2,837 | | | 90.64 | | | 2,837 | | | $ | 1,780,881 | |
| | 3,869 | | | $ | 95.56 | | | 3,869 | | | |
Effective on December 10, 2020, the Board terminated all remaining prior share repurchase authorizations available to us and approved a new share repurchase authorization of $2.0 billion. We areThe Company is authorized to make purchases from time to time in the open market or in privately negotiated transactions, including without limitation, through accelerated share repurchase transactions, derivative transactions, tender offers, Rule 10b5-1 plans or any combination of the foregoing, depending upon market conditions and other considerations.
As of August 2, 2021,July 29, 2022, we had a total of $1.260$1.706 billion available under the current authorization for additional share repurchases. Although this share repurchase authorization does not have an expiration date, we remain subject to share repurchase limitations including under our current senior secured credit facilities.
Items 3, 4 and 5 are not applicable
Item 6. Exhibits
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Exhibit | | |
Number | | |
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| | Certification of the Chief Executive Officer, dated August 3, 2021,1, 2022, pursuant to Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. ü |
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| | Certification of the Chief Financial Officer, dated August 3, 2021,1, 2022, pursuant to Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. ü |
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| | Certification of the Chief Executive Officer, dated August 3, 2021,1, 2022, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ü |
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| | Certification of the Chief Financial Officer, dated August 3, 2021,1, 2022, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ü |
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101.INS | | XBRL Instance Document - the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. ü |
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101.SCH | | Inline XBRL Taxonomy Extension Schema Document. ü |
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101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document. ü |
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101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document. ü |
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101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document. ü |
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101.PRE | | Inline XBRL Taxonomy Extension Presentation, Linkbase Document. ü |
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104 | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). ü |
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ü | Filed or furnished herewith. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| DAVITA INC. |
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| BY: | | /s/ JOHN D. WINSTEL |
| | | John D. Winstel |
| | | Chief Accounting Officer* |
Date: August 3, 20211, 2022
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* | Mr. Winstel has signed both on behalf of the Registrant as a duly authorized officer and as the Registrant’s principal accounting officer. |