UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
For the Quarterly Period Ended September 30, 2016
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 1-14106
DAVITA INC.
2000 16th Street
Denver, CO 80202
Telephone number (303) 405-2100
|
Delaware |
|
51-0354549 |
|
(State of incorporation) |
|
(I.R.S. Employer Identification No.) |
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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
|
Large accelerated filer |
☒ |
Accelerated filer |
☐ |
|
|
|
|
|
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Non-accelerated filer |
☐ (Do not check if a smaller reporting company) |
Smaller reporting company |
☐ |
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 October 31, 2016, the number of shares of the Registrant’s common stock outstanding was approximately 197.4 million shares.
INDEX
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Page No. |
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PART I. FINANCIAL INFORMATION |
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Item 1. |
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Condensed Consolidated Financial Statements: |
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2 |
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3 |
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Consolidated Balance Sheets as of September 30, 2016 and December 31, 2015 |
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4 |
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5 |
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6 |
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7 |
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Item 2. |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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37 |
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Item 3. |
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58 |
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Item 4. |
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59 |
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PART II. OTHER INFORMATION |
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Item 1. |
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60 |
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Item 1A. |
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62 |
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Item 2. |
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89 |
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Item 6. |
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90 |
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91 |
Note: Items 3, 4 and 5 of Part II are omitted because they are not applicable.
i
CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
(dollars in thousands, except per share data)
|
|
|
Three months ended |
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Nine months ended |
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||||||||||
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September 30, |
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September 30, |
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||||||||||
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2016 |
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2015 |
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2016 |
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2015 |
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||||
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Patient service revenues |
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$ |
2,629,661 |
|
|
$ |
2,414,034 |
|
|
$ |
7,678,053 |
|
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$ |
7,049,428 |
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Less: Provision for uncollectible accounts |
|
|
(115,555 |
) |
|
|
(109,452 |
) |
|
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(336,188 |
) |
|
|
(314,581 |
) |
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Net patient service revenues |
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|
2,514,106 |
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|
|
2,304,582 |
|
|
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7,341,865 |
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|
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6,734,847 |
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Capitated revenues |
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|
869,290 |
|
|
|
926,847 |
|
|
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2,654,163 |
|
|
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2,643,552 |
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Other revenues |
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347,180 |
|
|
|
294,236 |
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|
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1,033,335 |
|
|
|
869,849 |
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Total net revenues |
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3,730,576 |
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3,525,665 |
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11,029,363 |
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10,248,248 |
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Operating expenses and charges: |
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|
|
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|
|
|
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|
|
|
|
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|
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Patient care costs and other costs |
|
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2,697,629 |
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|
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2,501,015 |
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7,950,987 |
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|
7,309,703 |
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General and administrative |
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406,890 |
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353,492 |
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1,180,214 |
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1,043,253 |
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Depreciation and amortization |
|
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181,739 |
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|
|
162,062 |
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|
531,475 |
|
|
|
474,694 |
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Provision for uncollectible accounts |
|
|
3,773 |
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|
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2,511 |
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|
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9,856 |
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|
|
6,497 |
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Equity investment income |
|
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(4,237 |
) |
|
|
(2,783 |
) |
|
|
(5,119 |
) |
|
|
(10,724 |
) |
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Goodwill impairment charges |
|
|
— |
|
|
|
— |
|
|
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253,000 |
|
|
|
4,065 |
|
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Gain on changes in ownership interests, net |
|
|
(374,374 |
) |
|
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— |
|
|
|
(404,165 |
) |
|
|
— |
|
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Settlement charge |
|
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— |
|
|
|
— |
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|
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— |
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495,000 |
|
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Total operating expenses and charges |
|
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2,911,420 |
|
|
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3,016,297 |
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|
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9,516,248 |
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9,322,488 |
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Operating income |
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819,156 |
|
|
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509,368 |
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|
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1,513,115 |
|
|
|
925,760 |
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Debt expense |
|
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(104,581 |
) |
|
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(103,481 |
) |
|
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(310,359 |
) |
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(305,121 |
) |
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Debt redemption charges |
|
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— |
|
|
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— |
|
|
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— |
|
|
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(48,072 |
) |
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Other income, net |
|
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1,876 |
|
|
|
2,484 |
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8,067 |
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|
|
4,262 |
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Income before income taxes |
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|
716,451 |
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|
408,371 |
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1,210,823 |
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576,829 |
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Income tax expense |
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104,301 |
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|
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147,064 |
|
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366,011 |
|
|
|
183,893 |
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Net income |
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612,150 |
|
|
|
261,307 |
|
|
|
844,812 |
|
|
|
392,936 |
|
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Less: Net income attributable to noncontrolling interests |
|
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(40,818 |
) |
|
|
(45,435 |
) |
|
|
(122,664 |
) |
|
|
(117,204 |
) |
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Net income attributable to DaVita Inc. |
|
$ |
571,332 |
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$ |
215,872 |
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$ |
722,148 |
|
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$ |
275,732 |
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Earnings per share: |
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Basic net income per share attributable to DaVita Inc. |
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$ |
2.80 |
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$ |
1.02 |
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$ |
3.54 |
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$ |
1.30 |
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Diluted net income per share attributable to DaVita Inc. |
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$ |
2.76 |
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$ |
1.00 |
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$ |
3.48 |
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$ |
1.27 |
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Weighted average shares for earnings per share: |
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Basic |
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203,761,433 |
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212,374,897 |
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204,206,979 |
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212,914,126 |
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Diluted |
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206,961,450 |
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216,691,461 |
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207,643,794 |
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217,421,213 |
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See notes to condensed consolidated financial statements.
2
DAVITA INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited)
(dollars in thousands)
|
|
|
Three months ended |
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Nine months ended |
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September 30, |
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September 30, |
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||||||||||
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|
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2016 |
|
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2015 |
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|
2016 |
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2015 |
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||||
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Net income |
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$ |
612,150 |
|
|
$ |
261,307 |
|
|
$ |
844,812 |
|
|
$ |
392,936 |
|
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Other comprehensive income (loss), net of tax: |
|
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|
|
|
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|
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|
|
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|
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Unrealized losses on interest rate swap and cap agreements: |
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|
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|
|
|
|
|
|
|
|
|
|
|
|
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Unrealized losses on interest rate swap and cap agreements |
|
|
(153 |
) |
|
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(1,851 |
) |
|
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(8,238 |
) |
|
|
(10,064 |
) |
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Reclassifications of net swap and cap agreements realized losses into net income |
|
|
388 |
|
|
|
771 |
|
|
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1,301 |
|
|
|
2,372 |
|
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Unrealized gains (losses) on investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gains (losses) on investments |
|
|
1,121 |
|
|
|
(1,651 |
) |
|
|
1,988 |
|
|
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(1,368 |
) |
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Reclassification of net investment realized gains into net income |
|
|
(50 |
) |
|
|
(203 |
) |
|
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(143 |
) |
|
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(376 |
) |
|
Unrealized gains (losses) on foreign currency translation: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Foreign currency translation adjustments |
|
|
(951 |
) |
|
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(7,023 |
) |
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5,386 |
|
|
|
(19,883 |
) |
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Reclassification of foreign currency translation adjustment realized loss into net income |
|
|
7,513 |
|
|
|
— |
|
|
|
7,513 |
|
|
|
— |
|
|
Other comprehensive income (loss) |
|
|
7,868 |
|
|
|
(9,957 |
) |
|
|
7,807 |
|
|
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(29,319 |
) |
|
Total comprehensive income |
|
|
620,018 |
|
|
|
251,350 |
|
|
|
852,619 |
|
|
|
363,617 |
|
|
Less: Comprehensive income attributable to noncontrolling interests |
|
|
(40,876 |
) |
|
|
(45,435 |
) |
|
|
(122,871 |
) |
|
|
(117,204 |
) |
|
Comprehensive income attributable to DaVita Inc. |
|
$ |
579,142 |
|
|
$ |
205,915 |
|
|
$ |
729,748 |
|
|
$ |
246,413 |
|
See notes to condensed consolidated financial statements.
3
DAVITA INC.
(unaudited)
(dollars in thousands, except per share data)
|
|
|
September 30, |
|
|
December 31, |
|
||
|
|
|
2016 |
|
|
2015 |
|
||
|
ASSETS |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
913,496 |
|
|
$ |
1,499,116 |
|
|
Short-term investments |
|
|
659,478 |
|
|
|
408,084 |
|
|
Accounts receivable, less allowance of $251,593 and $264,144 |
|
|
1,850,425 |
|
|
|
1,724,228 |
|
|
Inventories |
|
|
200,563 |
|
|
|
185,575 |
|
|
Other receivables |
|
|
451,953 |
|
|
|
435,885 |
|
|
Other current assets |
|
|
177,248 |
|
|
|
190,322 |
|
|
Income taxes receivable |
|
|
8,196 |
|
|
|
60,070 |
|
|
Total current assets |
|
|
4,261,359 |
|
|
|
4,503,280 |
|
|
Property and equipment, net of accumulated depreciation of $2,728,217 and $2,397,007 |
|
|
3,044,988 |
|
|
|
2,788,740 |
|
|
Intangible assets, net of accumulated amortization of $895,034 and $770,691 |
|
|
1,576,157 |
|
|
|
1,687,326 |
|
|
Equity investments |
|
|
516,383 |
|
|
|
78,368 |
|
|
Long-term investments |
|
|
100,786 |
|
|
|
89,122 |
|
|
Other long-term assets |
|
|
42,984 |
|
|
|
73,560 |
|
|
Goodwill |
|
|
9,382,996 |
|
|
|
9,294,479 |
|
|
|
|
$ |
18,925,653 |
|
|
$ |
18,514,875 |
|
|
LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
498,422 |
|
|
$ |
513,950 |
|
|
Other liabilities |
|
|
828,535 |
|
|
|
682,123 |
|
|
Accrued compensation and benefits |
|
|
845,879 |
|
|
|
741,926 |
|
|
Medical payables |
|
|
313,869 |
|
|
|
332,102 |
|
|
Current portion of long-term debt |
|
|
152,764 |
|
|
|
129,037 |
|
|
Total current liabilities |
|
|
2,639,469 |
|
|
|
2,399,138 |
|
|
Long-term debt |
|
|
8,972,002 |
|
|
|
9,001,308 |
|
|
Other long-term liabilities |
|
|
420,938 |
|
|
|
439,229 |
|
|
Deferred income taxes |
|
|
802,109 |
|
|
|
726,962 |
|
|
Total liabilities |
|
|
12,834,518 |
|
|
|
12,566,637 |
|
|
Commitments and contingencies: |
|
|
|
|
|
|
|
|
|
Noncontrolling interests subject to put provisions |
|
|
971,744 |
|
|
|
864,066 |
|
|
Equity: |
|
|
|
|
|
|
|
|
|
Preferred stock ($0.001 par value, 5,000,000 shares authorized; none issued) |
|
|
|
|
|
|
|
|
|
Common stock ($0.001 par value, 450,000,000 shares authorized; 217,338,629 and 217,120,346 shares issued and 200,778,434 and 209,754,247 shares outstanding, respectively) |
|
|
217 |
|
|
|
217 |
|
|
Additional paid-in capital |
|
|
1,032,739 |
|
|
|
1,118,326 |
|
|
Retained earnings |
|
|
5,078,983 |
|
|
|
4,356,835 |
|
|
Treasury stock (16,560,195 and 7,366,099 shares, respectively) |
|
|
(1,147,967 |
) |
|
|
(544,772 |
) |
|
Accumulated other comprehensive loss |
|
|
(52,226 |
) |
|
|
(59,826 |
) |
|
Total DaVita Inc. shareholders’ equity |
|
|
4,911,746 |
|
|
|
4,870,780 |
|
|
Noncontrolling interests not subject to put provisions |
|
|
207,645 |
|
|
|
213,392 |
|
|
Total equity |
|
|
5,119,391 |
|
|
|
5,084,172 |
|
|
|
|
$ |
18,925,653 |
|
|
$ |
18,514,875 |
|
See notes to condensed consolidated financial statements.
4
DAVITA INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(dollars in thousands)
|
|
|
Nine months ended |
|
|||||
|
|
|
September 30, |
|
|||||
|
|
|
2016 |
|
|
2015 |
|
||
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
844,812 |
|
|
$ |
392,936 |
|
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
|
Settlement charge |
|
|
— |
|
|
|
495,000 |
|
|
Settlement payments |
|
|
— |
|
|
|
(493,775 |
) |
|
Depreciation and amortization |
|
|
531,475 |
|
|
|
474,694 |
|
|
Debt redemption charges |
|
|
— |
|
|
|
48,072 |
|
|
Goodwill impairment charges |
|
|
253,000 |
|
|
|
4,065 |
|
|
Stock-based compensation expense |
|
|
29,817 |
|
|
|
42,794 |
|
|
Tax benefits from stock award exercises |
|
|
27,012 |
|
|
|
31,069 |
|
|
Excess tax benefits from stock award exercises |
|
|
(12,584 |
) |
|
|
(19,555 |
) |
|
Deferred income taxes |
|
|
48,778 |
|
|
|
(1,994 |
) |
|
Equity investment income, net |
|
|
16,825 |
|
|
|
10,563 |
|
|
Gain on changes in ownership interests, net |
|
|
(404,165 |
) |
|
|
— |
|
|
Other non-cash charges |
|
|
9,163 |
|
|
|
22,518 |
|
|
Changes in operating assets and liabilities, other than from acquisitions and divestitures: |
|
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
(85,660 |
) |
|
|
(178,148 |
) |
|
Inventories |
|
|
(13,045 |
) |
|
|
(35,856 |
) |
|
Other receivables and other current assets |
|
|
(1,616 |
) |
|
|
54,924 |
|
|
Other long-term assets |
|
|
31,081 |
|
|
|
1,940 |
|
|
Accounts payable |
|
|
(45,507 |
) |
|
|
11,473 |
|
|
Accrued compensation and benefits |
|
|
79,289 |
|
|
|
123,081 |
|
|
Other current liabilities |
|
|
119,549 |
|
|
|
96,671 |
|
|
Income taxes |
|
|
65,164 |
|
|
|
35,282 |
|
|
Other long-term liabilities |
|
|
(12,126 |
) |
|
|
4,773 |
|
|
Net cash provided by operating activities |
|
|
1,481,262 |
|
|
|
1,120,527 |
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
Additions of property and equipment |
|
|
(575,243 |
) |
|
|
(462,213 |
) |
|
Acquisitions |
|
|
(497,331 |
) |
|
|
(90,709 |
) |
|
Proceeds from asset and business sales |
|
|
18,991 |
|
|
|
6,865 |
|
|
Purchase of investments available for sale |
|
|
(9,041 |
) |
|
|
(6,667 |
) |
|
Purchase of investments held-to-maturity |
|
|
(976,411 |
) |
|
|
(1,555,604 |
) |
|
Proceeds from sale of investments available for sale |
|
|
8,636 |
|
|
|
1,961 |
|
|
Proceeds from investments held-to-maturity |
|
|
743,941 |
|
|
|
969,549 |
|
|
Purchase of intangible assets |
|
|
(75 |
) |
|
|
— |
|
|
Purchase of equity investments |
|
|
(11,629 |
) |
|
|
(13,623 |
) |
|
Proceeds from sale of equity investments |
|
|
40,920 |
|
|
|
— |
|
|
Distributions received on equity investments |
|
|
— |
|
|
|
57 |
|
|
Net cash used in investing activities |
|
|
(1,257,242 |
) |
|
|
(1,150,384 |
) |
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
Borrowings |
|
|
39,102,302 |
|
|
|
41,371,392 |
|
|
Payments on long-term debt and other financing costs |
|
|
(39,201,016 |
) |
|
|
(40,732,075 |
) |
|
Deferred financing and debt redemption costs |
|
|
(188 |
) |
|
|
(59,354 |
) |
|
Purchase of treasury stock |
|
|
(620,898 |
) |
|
|
(384,110 |
) |
|
Distributions to noncontrolling interests |
|
|
(145,072 |
) |
|
|
(125,938 |
) |
|
Stock award exercises and other share issuances, net |
|
|
18,515 |
|
|
|
19,802 |
|
|
Excess tax benefits from stock award exercises |
|
|
12,584 |
|
|
|
19,555 |
|
|
Contributions from noncontrolling interests |
|
|
35,524 |
|
|
|
28,212 |
|
|
Purchase of noncontrolling interests |
|
|
(9,727 |
) |
|
|
(23,605 |
) |
|
Net cash (used in) provided by financing activities |
|
|
(807,976 |
) |
|
|
113,879 |
|
|
Effect of exchange rate changes on cash and cash equivalents |
|
|
(1,664 |
) |
|
|
(1,844 |
) |
|
Net (decrease) increase in cash and cash equivalents |
|
|
(585,620 |
) |
|
|
82,178 |
|
|
Cash and cash equivalents at beginning of the year |
|
|
1,499,116 |
|
|
|
965,241 |
|
|
Cash and cash equivalents at end of the period |
|
$ |
913,496 |
|
|
$ |
1,047,419 |
|
See notes to condensed consolidated financial statements.
5
DAVITA INC.
CONSOLIDATED STATEMENTS OF EQUITY
(unaudited)
(dollars and shares in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non- |
|
|
|
|
|
Non- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
controlling |
|
||
|
|
|
controlling |
|
|
DaVita Inc. Shareholders’ Equity |
|
|
interests |
|
|||||||||||||||||||||||||||||||
|
|
|
interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
not |
|
|||
|
|
|
subject to |
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
other |
|
|
|
|
|
|
subject to |
|
||||
|
|
|
put |
|
|
Common |
|
|
paid-in |
|
|
Retained |
|
|
|
|
|
|
|
|
|
|
comprehensive |
|
|
|
|
|
|
put |
|
||||||||||
|
|
|
provisions |
|
|
stock |
|
|
capital |
|
|
earnings |
|
|
Treasury stock |
|
|
loss |
|
|
Total |
|
|
provisions |
|
||||||||||||||||
|
Balance at December 31, 2014 |
|
$ |
829,965 |
|
|
|
215,641 |
|
|
$ |
216 |
|
|
$ |
1,108,211 |
|
|
$ |
4,087,103 |
|
|
|
— |
|
|
$ |
— |
|
|
$ |
(25,017 |
) |
|
$ |
5,170,513 |
|
|
$ |
189,798 |
|
|
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
96,510 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
269,732 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
269,732 |
|
|
|
61,168 |
|
|
Other comprehensive loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(34,809 |
) |
|
|
(34,809 |
) |
|
|
|
|
|
Stock purchase shares issued |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
(6,079 |
) |
|
|
|
|
|
|
414 |
|
|
|
30,608 |
|
|
|
|
|
|
|
24,529 |
|
|
|
|
|
|
Stock unit shares issued |
|
|
|
|
|
|
348 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
Stock-settled SAR shares issued |
|
|
|
|
|
|
1,131 |
|
|
|
1 |
|
|
|
(1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
Stock-settled stock-based compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
56,899 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
56,899 |
|
|
|
|
|
|
Excess tax benefits from stock awards exercised |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28,157 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28,157 |
|
|
|
|
|
|
Distributions to noncontrolling interests |
|
|
(103,355 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(71,280 |
) |
|
Contributions from noncontrolling interests |
|
|
25,795 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28,849 |
|
|
Sales and assumptions of additional noncontrolling interests |
|
|
10,654 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,875 |
|
|
Purchase of noncontrolling interests |
|
|
(8,538 |
) |
|
|
|
|
|
|
|
|
|
|
(55,826 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(55,826 |
) |
|
|
(2,018 |
) |
|
Changes in fair value of noncontrolling interests |
|
|
13,035 |
|
|
|
|
|
|
|
|
|
|
|
(13,035 |
) |
|
|
|
|
|
|||||||||||||||||||