FINANCIAL INFORMATION – Form 6-K
SECURITIES AND EXCHANGE COMMISSION
FORM6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE13A-16OR15D-16UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of
Commission file number: 001-32749
(Translation ofregistrant'sname into English)
Else-Kröner Strasse 1
61346 Bad Homburg
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
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Form 20-F☒ |
Form 40-F☐ |
Interim Report of Financial Condition and Results of Operations for the three and six months ended
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i
FINANCIAL INFORMATION
Management's discussion and analysis
In this report, "
Effective as of
The abbreviations "THOUS" and "M" are used to denote the presentation of amounts in thousands and millions, respectively. The term "Constant Currency" or at "Constant Exchange Rates" means that we have translated local currency revenue, operating income, net income attributable to shareholders of
Forward-looking statements
This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). When used in this report, the words "outlook," "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," "guidance," "target" and similar expressions are generally intended to identify forward looking statements. Although we believe that the assumptions and expectations reflected in such forward-looking statements are reasonable, forward-looking statements are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not be anticipated. Additionally, subsequent events and actual results, financial and otherwise, have differed in the past and, going forward, could differ materially from those set forth in or contemplated by the forward-looking statements contained elsewhere in this report. We have based these forward-looking statements on current estimates and assumptions made to the best of our knowledge. By their nature, such forward-looking statements involve risks, uncertainties, assumptions and other factors which could cause actual results, including our financial condition and profitability, to differ materially, positively or negatively, relative to the results expressly or implicitly described in or suggested by these statements. Moreover, forward-looking estimates or predictions derived from third parties' studies or information may prove to be inaccurate. Consequently, we cannot give any assurance regarding the future accuracy of the opinions set forth in this report or the actual occurrence of the projected developments described herein. In addition, even if our future results meet the expectations expressed here, those results may not be indicative of our performance in future periods.
1
These risks, uncertainties, assumptions, and other factors, including associated costs, could cause actual results to differ from our projected results and include, among others, the following:
| ● | changes in governmental and private payor reimbursement for our complete products and services portfolio, including the |
| ● | our ability to accurately interpret and comply with complex current and future government regulations applicable to our business including sanctions and export control laws and regulations, laws and regulations in relation to environmental, social and governance topics, the impact of health care, tax and trade law reforms, in particular the |
| ● | the influence of private payors (including integrated care organizations, commercial insurance and Medicare Advantage plans, also known as Medicare Part C, offered by private health insurers approved by CMS to provide their members with Medicare Part A, Part B and usually Part D benefits (Medicare Advantage or MA plans) as well as efforts by these organizations to manage costs by limiting health care benefits, narrowing their networks, reducing provider reimbursement and/or restricting options for patient funding of health insurance premiums, including potential efforts by employer group health plans (EGHPs) and commercial insurers to make dialysis reimbursement payments at a lower "out-of-network" rate as a result of the |
| ● | the impact of worldwide pandemics (for example, the severe acute respiratory syndrome coronavirus 2 and the related Coronavirus disease (COVID-19) pandemic), including, without limitation, a significant increase in mortality of patients with chronic kidney diseases as well as an increase in persons experiencing renal failure, the impacts of global viruses on our patients, caregivers, employees, suppliers, supply chain, business and operations, and consequences of economic downturns resulting from global pandemics; |
| ● | our ability to attract and retain skilled employees and risks that personnel shortages and competition for labor, high turnover rates and meaningfully higher personnel costs, including higher costs due to increased reliance on contracted labor, as well as legislative, union, or other labor-related activities or changes have and will continue to result in significant increases in our operating costs, decreases in productivity and partial suspension of operations and to impact our ability to address additional treatments and growth recovery; |
| ● | the increase in raw material, energy, labor and other costs, including an impact from these cost increases on our cost savings initiatives and increases due to geopolitical conflicts in certain regions (for example, impacts related to the war between |
| ● | the outcome of government and internal investigations as well as litigation; |
| ● | product liability risks and the risk of recalls of our products by regulators; |
| ● | our ability to continue to grow our health care services and products businesses, including through acquisitions, and to implement our strategy; |
| ● | the impact of currency and interest rate fluctuations, including the heightened risk of fluctuations as a result of geopolitical conflicts in certain regions, the impact of the current macroeconomic inflationary environment on interest rates and a related effect on our borrowing costs; |
2
| ● | potential impairment of our goodwill, investments or other assets due to decreases in the recoverable amount of those assets relative to their book value, particularly as a result of sovereign rating agency downgrades coupled with an economic downtuin various regions or as a result of geopolitical conflicts in certain regions; |
| ● | our ability to protect our information technology systems and protected health information against cyber security attacks or prevent other data privacy or security breaches of our data or the data of our third parties as well as our ability to effectively capture efficiency goals and align with contractual and other requirements related to data offshoring activities; |
| ● | changes in our costs of purchasing and utilization patterns for pharmaceuticals and our other health care products and supplies, the inability to procure raw materials or disruptions in our supply chain; |
| ● | introduction of generic or new pharmaceuticals and medical devices that compete with our products or services or the increased utilization of pharmaceuticals that reduce the progression of chronic kidney disease; |
| ● | launch of new technology, advances in medical therapies, or new market entrants that compete with our businesses; |
| ● | potential increases in tariffs and trade barriers that could result from withdrawal by single or multiple countries from multilateral trade agreements or the imposition of sanctions, retaliatory tariffs and other countermeasures in the wake of trade disputes and geopolitical conflicts in certain regions; |
| ● | collectability of our receivables, which depends primarily on the efficacy of our billing practices, the financial stability and liquidity of our governmental and private payors and payor strategies to delay, dispute or thwart the collection process; |
| ● | our ability to secure contracts and achieve cost savings and desired clinical outcomes in various health care risk management programs in which we participate or intend to participate; |
| ● | the greater size, market power, experience and product offerings of certain competitors in certain geographic regions and business lines; |
| ● | the use of accounting estimates, judgments and accounting pronouncement interpretations in our consolidated financial statements; |
| ● | our ability to achieve projected cost savings within the proposed timeframe as part of the previously announced transformation of our operating structure and steps to achieve cost savings (FME25 Program) and through the divestiture of non-core and dilutive assets as well as the possibility that changing or increasing responsibilities of our employees as a result of this transformation could require additional resources in the short-term; and |
| ● | our ability to achieve projected price increases for our products and corresponding services. |
3
Important factors that could contribute to such differences are noted in "Financial condition and results of operations - I. Overview" below, in note 4 e) and note 11 of the notes to the consolidated financial statements (unaudited) included in this report, in note 22 of the notes to the consolidated financial statements included in our 2022 Form 20-F, as well as under "Risk Factors," "Business overview," "Operating and financial review and prospects," and elsewhere in that report. Additional factors can also be found under "Risk Factors" in our Information Statement/Prospectus dated
Our business is also subject to other risks and uncertainties that we describe from time to time in our periodic public filings which can be accessed at the
The actual accounting policies, the judgments made in the selection and application of these policies, as well as the sensitivities of reported results to changes in accounting policies, assumptions and estimates, are additional factors to be considered along with our interim financial statements and the discussion under "Results of operations, financial position and net assets" below. For a discussion of our critical accounting policies, see note 2 of the notes to the consolidated financial statements included in our 2022 Form 20-F.
Rounding adjustments applied to individual numbers and percentages shown in this and other reports may result in these figures differing immaterially from their absolute values. Some figures (including percentages) in this report have been rounded in accordance with commercial rounding conventions. In some instances, such rounded figures and percentages may not add up to 100% or to the totals or subtotals contained in this report. Furthermore, totals and subtotals in tables may differ slightly from unrounded figures contained in this report due to rounding in accordance with commercial rounding conventions. A dash (-) indicates that no data were reported for a specific line item in the relevant financial year or period, while a zero (0) is used when the pertinent figure, after rounding, amounts to zero.
4
Financial condition and results of operations
I. Overview
We are the world's leading provider of products and services for individuals with renal diseases based on publicly reported revenue and number of patients treated. We provide dialysis and related services for individuals with renal diseases as well as other health care services. We also develop, manufacture and distribute a wide variety of health care products. Our health care products include hemodialysis machines, peritoneal dialysis cyclers, dialyzers, peritoneal dialysis solutions, hemodialysis concentrates, solutions and granulates, bloodlines, renal pharmaceuticals, systems for water treatment, and acute cardiopulmonary and apheresis products. We supply dialysis clinics we own, operate or manage with a broad range of products and also sell dialysis products to other dialysis service providers. We sell our health care products to customers in around 150 countries and we also use them in our own health care service operations. Our dialysis business is therefore vertically integrated. Our other health care services include value and risk-based care programs, pharmacy services, vascular, cardiovascular and endovascular specialty services as well as ambulatory surgery center services, physician nephrology and cardiology services and ambulant treatment services. We estimate that the size of the global dialysis market was approximately €82 billion in 2022. Dialysis patient growth results from factors such as the aging population and increased life expectancies; shortage of donor organs for kidney transplants; increasing incidence of kidney disease and better treatment of and survival of patients with diabetes, hypertension and other illnesses, which frequently lead to the onset of chronic kidney disease; improvements in treatment quality, new pharmaceuticals and product technologies, which prolong patient life; and improving standards of living in developing countries, which make life-saving dialysis treatment available. We are also engaged in different areas of health care product therapy research.
As a global company delivering health care services and products, we face the challenge of addressing the needs of a wide variety of stakeholders, such as patients, customers, payors, regulators and legislators in many different economic environments and health care systems. In general, government-funded programs (in some countries in coordination with private insurers) pay for certain health care items and services provided to their citizens. Not all health care systems provide payment for dialysis treatment. Therefore, the reimbursement systems and ancillary services utilization environment in various countries significantly influence our business.
Significant
The majority of health care services we provide are paid for by governmental institutions. For the six months ended
| ● | Under the Medicare Improvements for Patients and Providers Act of 2008 (MIPPA), for patients with Medicare coverage, all ESRD payments for dialysis treatments are made under the ESRD PPS, a single bundled payment rate which provides a fixed payment rate, to encompass substantially all goods and services provided during the dialysis treatment. MIPPA further created the ESRD Quality Incentive Program (QIP) which provides that dialysis facilities in |
| ● | Additionally, the Budget Control Act of 2011 (BCA) effected a 2% reduction to Medicare payments and subsequent activity in |
5
| effects on our operating results. We may also experience changes in the interpretation of government regulations by the courts. We have very little opportunity to influence or predict the magnitude of those changes. |
| ● | On |
| ● | Under the ESRD QIP, CMS assesses the total performance of each facility on a set of measures specified per payment year and applies up to a 2 percent payment reduction to facilities that do not meet a minimum total performance score. In the CY 2024 proposed rule, CMS proposes to add or modify a number of measures in the proposed rule effective in both 2026 and 2027 including the "Screening for Social Drivers of Health" reporting measure, the "Facility Commitment to Health Equity" reporting measure and others. CMS is also proposing to remove several measures including the "Ultrafiltration Rate" reporting measure. |
| ● | On |
| ● | On |
Presently, there is considerable uncertainty regarding possible future changes in health care regulation, including the regulation of reimbursement for dialysis services. As a consequence of the pressure to decrease health care costs, government reimbursement rate increases in the
6
could have material adverse effects on our health care services business and, because the demand for dialysis products is affected by Medicare reimbursement, on our products business. To the extent that increases in operating costs that are affected by inflation, such as labor and supply costs, are not fully reflected in a compensating increase in reimbursement rates, our business and results of operations would be adversely affected. In addition, the
For additional information, see "Risk Factors" included in our 2022 Form 20-F.
Premium assistance programs
The operation of charitable insurance premium assistance programs such as that offered by the
Executive order-based models
On
On
7
Pursuant to the Executive Order, the Secretary of HHS also announced voluntary payment models, Kidney Care First (KCF) and CKCC models (graduated, professional and global), which aim to build on the existing Comprehensive ESRD Care model. These voluntary models create financial incentives for health care providers to manage care for Medicare beneficiaries with chronic kidney disease stages 4 and 5 and with ESRD, to delay the start of dialysis, and to incentivize kidney transplants. The voluntary models allow health care providers to take on various amounts of financial risk by forming an entity known as a Kidney Care Entity (KCE). Two options, the CKCC global and professional models, allow renal health care providers to assume upside and downside financial risk. A third option, the CKCC graduated model, is limited to assumption of upside risk, but is unavailable to KCEs that include large dialysis organizations such as the Company. Under the global model, the KCE is responsible for 100 percent of the total cost of care for all Medicare Part A and B services for aligned beneficiaries, and under the professional model, the KCE is responsible for 50 percent of such costs. Applications for the voluntary models were submitted in
Company structure
As noted above, on
On
8
II. Discussion of measures
Non-IFRS measures
Certain of the following financial measures and other financial information as well as discussions and analyses set out in this report include measures that are not defined by IFRS Accounting Standards (Non-IFRS Measure). We believe this information, along with comparable IFRS Accounting Standards financial measurements, is useful to our investors as it provides a basis for assessing our performance, payment obligations related to performance-based compensation, our compliance with covenants and enhanced transparency as well as comparability of our results. Non-IFRS® financial measures should not be viewed or interpreted as a substitute for financial information presented in accordance with IFRS Accounting Standards.
Constant Exchange Rates or Constant Currency (Non-IFRS Measure)
Our presentation of some financial measures used in this report such as changes in revenue, operating income and net income attributable to shareholders of
We believe that the measures at Constant Currency are useful to investors, lenders and other creditors because such information enables them to gauge the impact of currency fluctuations on our revenue, operating income, net income attributable to shareholders of
| (1) | period-over-period changes in revenue, operating income, net income attributable to shareholders of |
| (2) | Constant Currency changes in revenue, operating income, net income attributable to shareholders of |
We caution the readers of this report not to consider these measures in isolation, but to review them in conjunction with changes in revenue, operating income, net income attributable to shareholders of
9
Retuon invested capital (ROIC) (Non-IFRS Measure)
ROIC is the ratio of operating income, for the last twelve months, after tax (net operating profit after tax or NOPAT) to the average invested capital of the last five quarter closing dates, including adjustments for acquisitions and divestitures made during the last twelve months with a purchase price above a €50 M threshold, consistent with the respective adjustments made in the determination of adjusted EBITDA below (see "Net leverage ratio (Non-IFRS Measure)"). ROIC expresses how efficiently we allocate the capital under our control or how well we employ our capital with regard to investment projects. The following tables show the reconciliation of average invested capital to total assets, which we believe to be the most directly comparable IFRS Accounting Standards financial measure, and how ROIC is calculated:
Reconciliation of average invested capital and ROIC (Non-IFRS Measure, unadjusted)
in € M, except where otherwise specified
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 |
2023 |
2023 |
2022 |
2022 |
2022 |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
34,960 |
|
35,501 |
|
35,754 |
|
38,406 |
36,070 |
||
|
Plus: Cumulative goodwill amortization and impairment loss |
644 |
|
640 |
|
645 |
|
699 |
665 |
||
|
Minus: Cash and cash equivalents (1) |
(1,363) |
|
(1,224) |
|
(1,274) |
|
(1,114) |
(1,025) |
||
|
Minus: Loans to related parties |
- |
|
- |
|
(1) |
|
(3) |
(1) |
||
|
Minus: Deferred tax assets |
(314) |
|
(307) |
|
(313) |
|
(328) |
(310) |
||
|
Minus: Accounts payable to unrelated parties (1) |
(721) |
|
(822) |
|
(813) |
|
(828) |
(837) |
||
|
Minus: Accounts payable to related parties |
(99) |
|
(91) |
|
(118) |
|
(81) |
(102) |
||
|
Minus: Provisions and other current liabilities (2) |
(3,018) |
|
(3,007) |
|
(3,008) |
|
(3,488) |
(3,222) |
||
|
Minus: Income tax liabilities |
(230) |
|
(215) |
|
(171) |
|
(242) |
(207) |
||
|
Invested capital |
29,859 |
|
30,475 |
|
30,701 |
|
33,021 |
31,031 |
||
|
Average invested capital as of |
31,017 |
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
1,441 |
|
|
|
|
|
|
|||
|
Income tax expense (3) |
(509) |
|
|
|
|
|
|
|||
|
NOPAT |
932 |
|
|
|
|
|
|
Adjustments to average invested capital and ROIC
in € M, except where otherwise specified
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
2023 |
2023 |
2023(4) |
2022(4) |
2022(4) |
2022(4) |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
- |
|
- |
|
- |
|
- |
576 |
||
|
Minus: Cash and cash equivalents |
- |
|
- |
|
- |
|
- |
(55) |
||
|
Minus: Accounts payable to unrelated parties |
|
- |
|
- |
|
- |
|
- |
|
(9) |
|
Minus: Provisions and other current liabilities (2) |
- |
|
- |
|
- |
|
- |
(4) |
||
|
Invested capital |
- |
|
- |
|
- |
|
- |
508 |
||
|
Adjustment to average invested capital as of |
102 |
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustment to operating income (4) |
(13) |
|
|
|
|
|
|
|||
|
Adjustment to income tax expense (4) |
5 |
|
|
|
|
|
|
|||
|
Adjustment to NOPAT |
(8) |
|
|
|
|
|
|
10
Reconciliation of average invested capital and ROIC (Non-IFRS Measure)
in € M, except where otherwise specified
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
2023 |
2023 |
2023(4) |
2022(4) |
2022(4) |
2022(4) |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
34,960 |
|
35,501 |
|
35,754 |
|
38,406 |
36,646 |
||
|
Plus: Cumulative goodwill amortization and impairment loss |
644 |
|
640 |
|
645 |
|
699 |
665 |
||
|
Minus: Cash and cash equivalents (1) |
(1,363) |
|
(1,224) |
|
(1,274) |
|
(1,114) |
(1,080) |
||
|
Minus: Loans to related parties |
- |
|
- |
|
(1) |
|
(3) |
(1) |
||
|
Minus: Deferred tax assets |
(314) |
|
(307) |
|
(313) |
|
(328) |
(310) |
||
|
Minus: Accounts payable to unrelated parties (1) |
(721) |
|
(822) |
|
(813) |
|
(828) |
(846) |
||
|
Minus: Accounts payable to related parties |
(99) |
|
(91) |
|
(118) |
|
(81) |
(102) |
||
|
Minus: Provisions and other current liabilities (2) |
(3,018) |
|
(3,007) |
|
(3,008) |
|
(3,488) |
(3,226) |
||
|
Minus: Income tax liabilities |
(230) |
|
(215) |
|
(171) |
|
(242) |
(207) |
||
|
Invested capital |
29,859 |
|
30,475 |
|
30,701 |
|
33,021 |
31,539 |
||
|
Average invested capital as of |
31,119 |
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (4) |
1,428 |
|
|
|
|
|
|
|||
|
Income tax expense (3),(4) |
(504) |
|
|
|
|
|
|
|||
|
NOPAT |
924 |
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
ROIC in % |
3.0 |
|
|
|
|
|
|
|
Reconciliation of average invested capital and ROIC (Non-IFRS Measure, unadjusted)
in € M, except where otherwise specified
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
2022 |
2022 |
2022 |
2022 |
2022 |
2021 |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
35,754 |
|
38,406 |
|
36,070 |
34,724 |
34,367 |
|||
|
Plus: Cumulative goodwill amortization and impairment loss |
645 |
|
699 |
|
665 |
641 |
612 |
|||
|
Minus: Cash and cash equivalents |
(1,274) |
|
(1,114) |
|
(1,025) |
(1,173) |
(1,482) |
|||
|
Minus: Loans to related parties |
(1) |
|
(3) |
|
(1) |
(4) |
(15) |
|||
|
Minus: Deferred tax assets |
(313) |
|
(328) |
|
(310) |
(299) |
(315) |
|||
|
Minus: Accounts payable to unrelated parties |
(813) |
|
(828) |
|
(837) |
(790) |
(736) |
|||
|
Minus: Accounts payable to related parties |
(118) |
|
(81) |
|
(102) |
(70) |
(121) |
|||
|
Minus: Provisions and other current liabilities (2) |
(3,008) |
|
(3,488) |
|
(3,222) |
(3,188) |
(3,319) |
|||
|
Minus: Income tax liabilities |
(171) |
|
(242) |
|
(207) |
(194) |
(174) |
|||
|
Invested capital |
30,701 |
|
33,021 |
|
31,031 |
29,647 |
28,817 |
|||
|
Average invested capital as of |
30,643 |
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
1,512 |
|
|
|
|
|||||
|
Income tax expense (3) |
(487) |
|
|
|
|
|||||
|
NOPAT |
1,025 |
|
|
|
|
Adjustments to average invested capital and ROIC
in € M, except where otherwise specified
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
2022 |
2022 |
2022(4) |
2022(4) |
2022(4) |
2021(4) |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
- |
- |
576 |
539 |
528 |
|||||
|
Minus: Cash and cash equivalents |
- |
- |
(55) |
(52) |
(51) |
|||||
|
Minus: Accounts payable to unrelated parties |
|
- |
|
- |
|
(9) |
|
(8) |
|
(8) |
|
Minus: Provisions and other current liabilities (2) |
- |
- |
(4) |
(4) |
(3) |
|||||
|
Invested capital |
- |
- |
508 |
475 |
466 |
|||||
|
Adjustment to average invested capital as of |
290 |
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustment to operating income (4) |
(25) |
|||||||||
|
Adjustment to income tax expense (4) |
8 |
|||||||||
|
Adjustment to NOPAT |
(17) |
11
Reconciliation of average invested capital and ROIC (Non-IFRS Measure)
in € M, except where otherwise specified
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
2022 |
2022 |
2022(4) |
2022(4) |
2022(4) |
2021(4) |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
35,754 |
38,406 |
36,646 |
35,263 |
34,895 |
|||||
|
Plus: Cumulative goodwill amortization and impairment loss |
645 |
699 |
665 |
641 |
612 |
|||||
|
Minus: Cash and cash equivalents |
(1,274) |
(1,114) |
(1,080) |
(1,225) |
(1,533) |
|||||
|
Minus: Loans to related parties |
(1) |
(3) |
(1) |
(4) |
(15) |
|||||
|
Minus: Deferred tax assets |
(313) |
(328) |
(310) |
(299) |
(315) |
|||||
|
Minus: Accounts payable to unrelated parties |
(813) |
(828) |
(846) |
(798) |
(744) |
|||||
|
Minus: Accounts payable to related parties |
(118) |
(81) |
(102) |
(70) |
(121) |
|||||
|
Minus: Provisions and other current liabilities (2) |
(3,008) |
(3,488) |
(3,226) |
(3,192) |
(3,322) |
|||||
|
Minus: Income tax liabilities |
(171) |
(242) |
(207) |
(194) |
(174) |
|||||
|
Invested capital |
30,701 |
33,021 |
31,539 |
30,122 |
29,283 |
|||||
|
Average invested capital as of |
30,933 |
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (4) |
1,487 |
|||||||||
|
Income tax expense (3),(4) |
(479) |
|||||||||
|
NOPAT |
1,008 |
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
ROIC in % |
3.3 |
|
| (1) | Includes amounts related to assets, and associated liabilities, classified as held for sale (see note 3 of the notes to the consolidated financial statements (unaudited) included in this report). |
| (2) | Including non-current provisions, non-current labor expenses and variable payments outstanding for acquisitions and excluding pension liabilities and noncontrolling interests subject to put provisions. |
| (3) | Adjusted for noncontrolling partnership interests. |
| (4) | Including adjustments for acquisitions and divestitures made during the last twelve months with a purchase price above a €50 M threshold. |
Net cash provided by (used in) operating activities in % of revenue
Our consolidated statement of cash flows indicates how we generated and used cash and cash equivalents. In conjunction with our other primary interim financial statements, it provides information that helps us evaluate changes to our net assets and our financial structure (including liquidity and solvency). Net cash provided by (used in) operating activities is applied to assess whether a business can internally generate the cash required to make the necessary replacement and expansion of investments. This indicator is impacted by the profitability of our business and the development of working capital, mainly receivables. Net cash provided by (used in) operating activities in percent of revenue shows the percentage of our revenue that is available in terms of financial resources. This measure is an indicator of our operating financial strength.
Free cash flow in % of revenue (Non-IFRS Measure)
Free cash flow (which we define as net cash provided by (used in) operating activities after capital expenditures, before acquisitions and investments) refers to the cash flow we have at our disposal, including cash flows that may be restricted for other uses. This indicator shows the percentage of revenue available for acquisitions and investments, dividends to shareholders, reducing debt financing or for repurchasing shares.
For a reconciliation of cash flow performance indicators for the six months ended
Net leverage ratio (Non-IFRS Measure)
The net leverage ratio is a performance indicator used for capital management. To determine the net leverage ratio, debt and lease liabilities less cash and cash equivalents (net debt) is compared to adjusted EBITDA (earnings before interest, taxes, depreciation and amortization), adjusted for:
| ● | the effects of acquisitions and divestitures made during the last twelve months with a purchase price above a €50 M threshold as defined in our €2 billion sustainability-linked syndicated revolving credit facility (Syndicated Credit Facility) (see note 8 of the notes to the consolidated financial statements (unaudited) included in this report), |
12
| ● | non-cash charges, |
| ● | impairment loss, and |
| ● | special items, including: |
| i. | costs related to our FME25 Program, |
| ii. | the impact from the initial application of hyperinflationary accounting under IAS 29, Financial Reporting in Hyperinflationary Economies (IAS 29), in Turkiye (Hyperinflation in Turkiye), |
| iii. | the impact from the remeasurement of our investment in |
| iv. | the net gain related to the business combination completed on |
| v. | bad debt expense in |
| vi. | certain costs associated with the proposed conversion of our legal form, primarily related to the requisite relabeling of our products, transaction costs (such as costs for external advisors and conducting an extraordinary general meeting) and costs related to the establishment of dedicated administrative functions required to manage certain services which are currently administered at the |
| vii. | impacts from strategic divestitures identified during the review of our business portfolio, mainly due to exiting unsustainable markets and non-core businesses, as well as the cessation of certain research and development programs to enable more focused capital allocation towards areas in our core business that are expected to have higher profitable growth (Legacy Portfolio Optimization). During the six months ended |
The ratio is an indicator of the length of time the Company needs to service the net debt out of its own resources. We believe that the net leverage ratio provides alternative information that management believes to be useful in assessing our ability to meet our payment obligations in addition to considering the absolute amount of our debt. We have a strong market position in a growing, global and mainly non-cyclical market. Furthermore, most of our customers have a high credit rating as the dialysis industry is characterized by stable and sustained cash flows. We believe this enables us to work with a reasonable proportion of debt.
Adjusted EBITDA, a non-IFRS Measure, is used in our capital management and is also relevant in major financing instruments, including the Syndicated Credit Facility. You should not consider adjusted EBITDA to be an alternative to net earnings determined in accordance with IFRS Accounting Standards or to cash flow from operations, investing activities or financing activities. In addition, not all funds depicted by adjusted EBITDA are available for management's discretionary use. For example, a substantial portion of such funds are subject to contractual restrictions and functional requirements to fund debt service, capital expenditures and other commitments from time to time as described in more detail elsewhere in this report.
For our self-set target range for the net leverage ratio and a reconciliation of adjusted EBITDA and net leverage ratio as of
13
III. Results of operations, financial position and net assets
Highlights
The following items represent notable impacts or trends in our business and/or industry for the three and six months ended
Legacy Portfolio Optimization
As noted above, we are reviewing our business portfolio, specifically with a view to exiting unsustainable markets and non-core businesses and the cessation of certain research and development programs to enable more focused capital allocation towards areas in our core business that are expected to have higher profitable growth. During the three and six months ended
Overall, the impacts from Legacy Portfolio Optimization resulted in a negative effect on operating income of €10 M and €94 M for the three and six months ended
Inflation and higher energy prices as well as raw material costs
The challenging macroeconomic inflationary environment persists, resulting in higher raw material costs as well as increased energy prices, although there are indications that raw material markets are stabilizing as expected. As the inflationary environment persists, we expect that earnings development will continue to be significantly impacted, in particular in Care Enablement, for 2023.
FME25 Program
Effective as of
Overall, the costs related to the FME25 Program resulted in a negative impact to operating income of €25 M and €51 M for the three and six months ended
In the discussion of our results for the three and six months ended
Other Trends
During 2022, we faced unprecedented challenges in the labor market, particularly in the
The following sections summarize our consolidated results of operations, financial position and net assets as well as key performance indicators by reporting segment, as well as Corporate, for the periods indicated. We prepared the information consistent with the manner in which management internally disaggregates financial information to assist in making operating decisions and evaluating management performance.
Results of operations
Revenue and operating income generated in countries outside the eurozone are subject to currency fluctuations. As a significant portion of our operations are derived from our businesses in the
14
Three months ended
Results of operations
in € M
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in % |
||||||
|
|
|
For the three months ended |
|
|
|
Currency |
|
|
||
|
|
|
|
|
|
|
translation |
|
Constant |
||
|
|
2023 |
2022 |
As reported |
effects |
Currency(1) |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
4,825 |
|
4,757 |
|
1 |
|
(5) |
|
6 |
|
|
Costs of revenue |
|
(3,628) |
|
(3,511) |
|
3 |
|
5 |
|
8 |
|
Selling, general and administrative costs |
(775) |
|
(758) |
|
2 |
|
4 |
|
6 |
|
|
Selling, general and administrative costs as a % of revenue |
16.1 |
|
15.9 |
|
|
|
|
|
|
|
|
Research and development |
(57) |
|
(55) |
|
3 |
|
1 |
|
4 |
|
|
Income from equity method investees |
48 |
|
19 |
|
149 |
|
0 |
|
149 |
|
|
Other operating income(2) |
|
76 |
|
110 |
|
(31) |
|
(8) |
|
(23) |
|
Other operating expense(2) |
|
(132) |
|
(221) |
|
(40) |
|
11 |
|
(29) |
|
Operating income |
357 |
|
341 |
|
5 |
|
0 |
|
5 |
|
|
Operating income margin |
7.4 |
|
7.2 |
|
|
|
|
|
|
|
|
Interest income |
24 |
|
13 |
|
89 |
|
(16) |
|
105 |
|
|
Interest expense |
(105) |
|
(85) |
|
24 |
|
4 |
|
28 |
|
|
Income tax expense |
(81) |
|
(63) |
|
29 |
|
0 |
|
29 |
|
|
Net income |
195 |
|
206 |
|
(5) |
|
0 |
|
(5) |
|
|
Net income attributable to noncontrolling interests |
(55) |
|
(59) |
|
(7) |
|
1 |
|
(6) |
|
|
Net income attributable to shareholders of |
|
140 |
|
147 |
|
(5) |
|
(1) |
|
(4) |
|
Basic earnings per share in € |
0.48 |
|
0.50 |
|
(5) |
|
(1) |
|
(4) |
| (1) | For further information on Constant Exchange Rates, see "II. Discussion of measures - Non-IFRS measures" above. |
| (2) | For further information regarding the revised presentation of other operating income and other operating expense, see note 1 and note 4 c) of the notes to the consolidated financial statements (unaudited) included in this report. |
Key Performance Indicators
The following discussions include our two operating and reportable segments and the measures we use to manage these segments. Due to the change in our operating structure as of
Revenue
in € M, except dialysis treatment, patient and clinic data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in % |
||||||||
|
|
|
For the three months ended |
|
|
|
Currency |
|
|
|
|
|
Same Market |
||
|
|
|
|
|
|
|
translation |
|
Constant |
|
Organic |
|
Treatment |
||
|
|
|
2023 |
|
2022 |
|
As reported |
|
effects |
|
Currency(1) |
|
growth |
Growth(2) |
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Revenue |
|
4,825 |
4,757 |
1 |
|
(5) |
|
6 |
|
6 |
|
|
||
|
Care Delivery segment |
|
3,873 |
3,822 |
1 |
|
(5) |
|
6 |
|
6 |
|
0.3 |
||
|
Thereof: |
|
3,120 |
3,066 |
2 |
|
(2) |
|
4 |
|
4 |
|
(0.1) |
||
|
Thereof: International |
|
753 |
756 |
0 |
|
(14) |
|
14 |
|
15 |
|
0.9 |
||
|
Care Enablement segment |
|
1,325 |
|
1,318 |
|
0 |
|
(6) |
|
6 |
|
6 |
|
|
|
Inter-segment eliminations |
|
(373) |
|
(383) |
|
(3) |
|
(6) |
|
3 |
|
|
|
|
|
Dialysis treatments |
|
12,969,414 |
|
13,074,041 |
|
(1) |
|
|
|
|
|
|
|
|
|
Patients |
|
344,086 |
|
345,687 |
0 |
|
|
|
|
|
|
|
|
|
|
Clinics |
|
4,050 |
|
4,163 |
(3) |
|
|
|
|
|
|
|
|
| (1) | For further information on Constant Exchange Rates, see "II. Discussion of measures - Non-IFRS measures" above. |
| (2) | Same market treatment growth represents growth in treatments, adjusted for certain reconciling items including (but not limited to) treatments from acquisitions, closed or sold clinics and differences in dialysis days (Same Market Treatment Growth). |
15
Consolidated
The increase in revenue as compared to the three months ended
Care Delivery
The increase in Care Delivery revenue was driven by an increase in organic growth (+6%), partially offset by a negative impact from foreign currency translation (-5%). As of
In the
International
In our operations outside the
Care Enablement
Care Enablement revenue remained relatively stable as compared to the three months ended
Operating income (loss)
in € M
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in % |
||||
|
|
|
For the three months ended |
|
|
|
Currency |
|
|
||
|
|
|
|
|
|
|
translation |
|
Constant |
||
|
|
|
2023 |
|
2022 |
|
As reported |
|
effects |
|
Currency(1) |
|
|
|
|
|
|||||||
|
Operating income (loss) |
357 |
|
341 |
|
5 |
|
0 |
|
5 |
|
|
Care Delivery segment |
384 |
|
433 |
|
(11) |
|
(1) |
|
(10) |
|
|
Care Enablement segment |
2 |
|
(11) |
|
n.a |
|
|
|
n.a |
|
|
Inter-segment eliminations |
(4) |
|
3 |
|
n.a |
|
|
|
n.a |
|
|
Corporate |
(25) |
|
(84) |
|
(70) |
|
(1) |
|
(69) |
|
|
Operating income (loss) margin |
|
7.4 |
|
7.2 |
|
|
|
|
|
|
|
Care Delivery segment |
9.9 |
|
11.3 |
|
|
|
|
|
|
|
|
Care Enablement segment |
0.1 |
|
(0.8) |
|
|
|
|
| (1) | For further information on Constant Exchange Rates, see "II. Discussion of measures - Non-IFRS measures" above. |
16
Consolidated
The increase in our operating income was largely driven by a favorable impact from business growth and a favorable impact from the Humacyte Investment Remeasurement, partially offset by the absence, in 2023, of government relief funding available for health care providers affected by the COVID-19 pandemic (including the partial suspension of
Care Delivery
Care Delivery operating income decreased primarily as a result of the absence, in 2023, of government relief funding available for health care providers affected by the COVID-19 pandemic (including the partial suspension of
Care Enablement
For the three months ended
17
Secondary performance indicators and other contributors to consolidated profit and loss
The increase in costs of revenue was primarily driven by increased costs associated with business growth, the absence, in 2023, of government relief funding available for health care providers affected by the COVID-19 pandemic, inflationary cost increases and unfavorable foreign currency transaction effects, partially offset by a positive impact from foreign currency translation effects, lower personnel expense resulting from improved productivity and net savings from the FME25 Program.
Selling, general and administrative (SG&A) expense increased for the three months ended
The increase in research and development expense was largely driven by higher costs for in-center program development.
The increase in income from equity method investees was primarily driven by higher earnings attributable to VFMCRP mainly due to increased sales of renal pharmaceuticals.
The decrease in other operating income was primarily driven by lower foreign exchange gains and a negative impact from foreign currency translation.
The decrease in other operating expense was primarily driven by a favorable impact from the Humacyte Investment Remeasurement and a positive impact from foreign currency translation.
Net interest expense increased by 13% to €81 M from €72 M, primarily due to refinancing activities (including increases of interest rates of several instruments), partially offset by higher interest income related to certain investments, debt securities and bank deposits as well as a positive impact from foreign currency translation.
The effective tax rate increased to 29.4% from 23.4% for the same period of 2022 largely driven by an increase in the proportionate share of non-deductible expenses as compared to taxable income and higher tax provisions related to tax law changes.
The decrease in net income attributable to noncontrolling interests was primarily due to lower earnings in entities in which we have less than 100% ownership and a positive impact from foreign currency translation.
The decrease in net income attributable to shareholders of
Basic earnings per share decreased for the three months ended
We employed 124,295 people (total headcount) as of
18
Six months ended
Results of operations
in € M
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in % |
||||
|
|
|
For the six months ended |
|
|
|
Currency |
|
|
||
|
|
|
|
translation |
Constant |
||||||
|
|
2023 |
2022 |
As reported |
effects |
Currency(1) |
|||||
|
Revenue |
9,529 |
9,305 |
2 |
(2) |
4 |
|||||
|
Costs of revenue |
(7,183) |
(6,886) |
4 |
2 |
6 |
|||||
|
Selling, general and administrative costs |
(1,557) |
(1,548) |
1 |
0 |
1 |
|||||
|
Selling, general and administrative costs as a % of revenue |
16.3 |
16.6 |
||||||||
|
Research and development |
(113) |
(105) |
7 |
0 |
7 |
|||||
|
Income from equity method investees |
76 |
30 |
154 |
0 |
154 |
|||||
|
Other operating income(2) |
193 |
239 |
(19) |
(13) |
(6) |
|||||
|
Other operating expense(2) |
(327) |
(347) |
(6) |
17 |
11 |
|||||
|
Operating income |
618 |
688 |
(10) |
1 |
(11) |
|||||
|
Operating income margin |
6.5 |
7.4 |
||||||||
|
Interest income |
36 |
27 |
35 |
(11) |
46 |
|||||
|
Interest expense |
(199) |
(168) |
19 |
1 |
20 |
|||||
|
Income tax expense |
(126) |
(130) |
(3) |
(1) |
(4) |
|||||
|
Net income |
329 |
417 |
(21) |
1 |
(22) |
|||||
|
Net income attributable to noncontrolling interests |
(102) |
(112) |
(10) |
(1) |
(11) |
|||||
|
Net income attributable to shareholders of |
227 |
305 |
(26) |
0 |
(26) |
|||||
|
Basic earnings per share in € |
0.77 |
1.04 |
(26) |
0 |
(26) |
| (1) | For further information on Constant Exchange Rates, see "II. Discussion of measures - Non-IFRS measures" above. |
| (2) | For further information regarding the revised presentation of other operating income and other operating expense, see note 1 and note 4 c) of the notes to the consolidated financial statements (unaudited) included in this report. |
Key Performance Indicators
The following discussions include our two operating and reportable segments and the measures we use to manage these segments. Due to the change in our operating structure as of
Revenue
in € M, except dialysis treatment data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in % |
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Same |
|
|
|
For the six months ended |
|
|
|
Currency |
|
|
|
|
|
Market |
||
|
|
|
|
As |
translation |
Constant |
|
Organic |
|
Treatment |
|||||
|
|
|
2023 |
2022 |
reported |
effects |
Currency(1) |
growth |
Growth(2) |
||||||
|
Revenue |
9,529 |
9,305 |
2 |
(2) |
4 |
4 |
||||||||
|
Care Delivery segment |
7,628 |
7,469 |
2 |
(1) |
3 |
4 |
0.2 |
|||||||
|
Thereof: |
6,123 |
5,996 |
2 |
1 |
1 |
2 |
(0.1) |
|||||||
|
Thereof: International |
1,505 |
1,473 |
2 |
(11) |
13 |
14 |
0.7 |
|||||||
|
Care Enablement segment |
2,635 |
2,586 |
2 |
(3) |
5 |
5 |
||||||||
|
Inter-segment eliminations |
(734) |
(750) |
(2) |
(2) |
0 |
|||||||||
|
Dialysis treatments |
25,812,988 |
25,932,144 |
0 |
| (1) | For further information on Constant Exchange Rates, see "II. Discussion of measures - Non-IFRS measures" above. |
| (2) | Same market treatment growth represents growth in treatments, adjusted for certain reconciling items including (but not limited to) treatments from acquisitions, closed or sold clinics and differences in dialysis days (Same Market Treatment Growth). |
Consolidated
The increase in revenue as compared to the six months ended
19
Care Delivery
The increase in Care Delivery revenue was driven by an increase in organic growth (+4%), partially offset by a negative impact from foreign currency translation (-1%) and the absence of the prior year partial reversal of an accrual related to a revenue recognition adjustment for accounts receivable in legal dispute (-1%). Treatments in our Care Delivery segment remained relatively stable at 25,812,988 for the six months ended
In the
International
In International, the increase in revenue was driven by an increase in organic growth (including significant effects from hyperinflation) (+14%), partially offset by a negative impact from foreign currency translation (-11%) and the effect of closed or sold clinics (-1%). Treatments in International decreased by 1% to 10,287,972 for the six months ended
Care Enablement
The increase in Care Enablement revenue as compared to the six months ended
Operating income (loss)
in € M
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in % |
|||||
|
|
|
For the six months ended |
|
|
|
Currency |
|
|
||
|
|
|
|
|
translation |
Constant |
|||||
|
|
|
2023 |
2022 |
As reported |
effects |
Currency(1) |
||||
|
Operating income (loss) |
618 |
688 |
(10) |
(1) |
(11) |
|||||
|
Care Delivery segment |
669 |
731 |
|
(8) |
2 |
(10) |
||||
|
Care Enablement segment |
(23) |
59 |
n.a |
|
n.a |
|||||
|
Inter-segment eliminations |
(13) |
(8) |
91 |
(1) |
90 |
|||||
|
Corporate |
(15) |
(94) |
(84) |
1 |
(85) |
|||||
|
Operating income (loss) margin |
6.5 |
7.4 |
||||||||
|
Care Delivery segment |
8.8 |
9.8 |
||||||||
|
Care Enablement segment |
(0.9) |
2.3 |
| (1) | For further information on Constant Exchange Rates, see "II. Discussion of measures - Non-IFRS measures" above. |
Consolidated
The decrease in our operating income was largely driven by the absence, in 2023, of i) government relief funding available for health care providers affected by the COVID-19 pandemic (including the partial suspension of
Care Delivery
20
Care Delivery operating income decreased primarily as a result of the absence, in 2023, of i) government relief funding available for health care providers affected by the COVID-19 pandemic (including the partial suspension of
Care Enablement
For the six months ended
Secondary performance indicators and other contributors to profit and loss
The increase in costs of revenue was primarily driven by increased costs associated with business growth, the absence, in 2023, of government relief funding available for health care providers affected by the COVID-19 pandemic, inflationary cost increases and unfavorable foreign currency transaction effects, partially offset by a positive impact from foreign currency translation effects, lower personnel expense resulting from improved productivity and net savings from the FME25 Program.
SG&A expense increased for the six months ended
The increase in research and development expense was largely driven by higher costs for in-center program development.
The increase in income from equity method investees was primarily driven by higher earnings attributable to VFMCRP mainly due to increased sales of renal pharmaceuticals.
The decrease in other operating income was primarily driven by lower foreign exchange gains and a negative impact from foreign currency translation, partially offset by a favorable impact from the revaluation of certain investments, including the Humacyte Investment Remeasurement.
The decrease in other operating expense was primarily driven by a favorable impact from the Humacyte Investment Remeasurement and a positive impact from foreign currency translation, partially offset by the impacts from Legacy Portfolio Optimization.
Net interest expense increased by 16% to €163 M from €141 M, primarily due to refinancing activities (including increases of interest rates of several instruments) and a negative impact from foreign currency translation, partially offset by higher interest income related to certain investments, debt securities and bank deposits.
The effective tax rate increased to 27.6% from 23.7% for the same period of 2022 largely driven by an increase in the proportionate share of non-deductible expenses as compared to taxable income and higher tax provisions related to tax law changes.
The decrease in net income attributable to noncontrolling interests was primarily due to lower earnings in entities in which we have less than 100% ownership, partially offset by a negative impact from foreign currency translation.
The decrease in net income attributable to shareholders of
Basic earnings per share decreased for the six months ended
Financial position
Sources of liquidity
Our primary sources of liquidity are typically cash provided by operating activities, cash provided by short-term debt (for information regarding our short-term financing from related parties, see note 5 c) of the notes to the consolidated financial statements (unaudited) included in this report), proceeds from the issuance of long-term debt and divestitures. We require this capital primarily to finance working capital needs, fund the FME25 Program and acquisitions, operate clinics, develop free-standing renal dialysis clinics and other health care facilities, purchase equipment for existing or new renal dialysis clinics and production sites, repay debt and pay dividends (see "Net
21
cash provided by (used in) investing activities" and "Net cash provided by (used in) financing activities" below) and to satisfy put option obligations to holders of minority interests in our majority-owned subsidiaries.
As of
In our long-term capital management, we focus primarily on the net leverage ratio, a Non-IFRS measure, see "II. Discussion of measures - Non-IFRS measures - Net leverage ratio (Non-IFRS Measure)," above. Our self-set target for the net leverage ratio is 3.0 - 3.5x, which management considers appropriate for the Company. The following table shows the reconciliation of net debt and adjusted EBITDA and the calculation of the net leverage ratio as of
Reconciliation of adjusted EBITDA and net leverage ratio to the most directly comparable IFRS® financial measure
in € M, except for net leverage ratio
|
|
|
|
|
|
|
|
|
|
||
|
|
|
2023 |
|
2022 |
|
|
|
|
|
|
|
Debt and lease liabilities (1) |
13,077 |
13,213 |
||
|
Minus: Cash and cash equivalents(2) |
(1,363) |
(1,274) |
||
|
Net debt |
11,714 |
11,939 |
||
|
|
|
|
|
|
|
Net income (3) |
805 |
895 |
||
|
Income tax expense (3) |
321 |
325 |
||
|
Interest income (3) |
(77) |
(68) |
||
|
Interest expense (3) |
392 |
360 |
||
|
Depreciation and amortization (3) |
1,700 |
1,718 |
||
|
Adjustments(3), (4) |
319 |
320 |
||
|
Adjusted EBITDA |
3,460 |
3,550 |
||
|
|
|
|
|
|
|
Net leverage ratio |
3.4 |
3.4 |
|
(1) |
Debt includes the following balance sheet line items: short-term debt, current portion of long-term debt and long-term debt, less current portion as well as debt and lease liabilities included within liabilities directly associated with assets held for sale. |
|
(2) |
Includes cash and cash equivalents included within assets held for sale (see note 3 of the notes to the consolidated financial statements (unaudited) included in this report). |
|
(3) |
Last twelve months. |
|
(4) |
Acquisitions and divestitures made for the last twelve months with a purchase price above a €50 M threshold as defined in the Syndicated Credit Facility (2023: -€12 M; 2022: -€22 M), non-cash charges, primarily related to pension expense (2023: €51 M; 2022: €54 M), impairment loss (2023: €168 M; 2022: €120 M) and special items, including costs related to the FME25 Program (2023: €142 M; 2022: €155 M), Legal Form Conversion Costs (2023: €7 M), Legacy Portfolio Optimization (2023: €71 M), Net Gain Related to |
At
Free cash flow (Net cash provided by (used in) operating activities, after capital expenditures, before acquisitions and investments) is a Non-IFRS Measure and is reconciled to net cash provided by (used in) operating activities, the most directly comparable IFRS Accounting
22
Standards measure, see "II. Discussion of measures - Non-IFRS measures - Net cash provided by (used in) operating activities in % of revenue" and "- Free cash flow in % of revenue (Non-IFRS Measure)" above.
The following table shows the cash flow performance indicators for the six months ended
Cash flow measures
in € M, except where otherwise specified
|
|
|
|
|
|
|
|
|
For the six months ended |
||
|
|
|
|
||
|
|
2023 |
2022 |
||
|
|
|
|
|
|
|
Revenue |
9,529 |
|
9,305 |
|
|
Net cash provided by (used in) operating activities |
1,150 |
|
910 |
|
|
Capital expenditures |
(298) |
|
(334) |
|
|
Proceeds from sale of property, plant and equipment |
2 |
|
5 |
|
|
Capital expenditures, net |
(296) |
|
(329) |
|
|
Free cash flow |
854 |
|
581 |
|
|
Net cash provided by (used in) operating activities in % of revenue |
12.1 |
|
9.8 |
|
|
Free cash flow in % of revenue |
9.0 |
|
6.2 |
Net cash provided by (used in) operating activities
In the first six months of 2023, net cash provided by operating activities was €1,150 M, compared to €910 M in the first six months of 2022. Net cash provided by operating activities in percent of revenue increased to 12% for the first six months of 2023 as compared to 10% for the comparable period of 2022. Net cash provided by (used in) operating activities is impacted by the profitability of our business, the development of our working capital, principally inventories, receivables and cash outflows that occur due to a number of specific items as discussed below. The increase in net cash provided by operating activities in percent of revenue as compared to the first six months of 2022 was mainly driven by CMS's recoupment of advanced payments, during 2022, received under the Medicare Accelerated and Advance Payment Program in 2020.
The profitability of our business depends significantly on reimbursement rates for our services. Approximately 79% of our revenue is generated by providing health care services, a major portion of which is reimbursed by either public health care organizations or private payors. For the six months ended
We intend to continue to address our current cash and financing requirements using net cash provided by operating activities, issuances under our commercial paper program (see note 7 of the notes to the consolidated financial statements (unaudited) included in this report) as well as from the use of our accounts receivable securitization program (Accounts Receivable Facility) (see note 8 of the notes to the consolidated financial statements (unaudited) included in this report) and our bilateral credit lines. The Company and
Net cash provided by (used in) operating activities depends on the collection of accounts receivable. Commercial customers and government institutions generally have different payment cycles. Lengthening their payment cycles could have a material adverse effect on our capacity to generate cash flow. In addition, we could face difficulties enforcing and collecting accounts receivable under the legal systems of, and due to the economic conditions in, some countries. Accounts receivable balances, net of expected credit losses, represented Days Sales Outstanding (DSO) of 68 days at
DSO by segment is calculated by dividing the respective segment's accounts and other receivables from unrelated parties less contract liabilities, converted to euro using the average exchange rate for the period presented, less any sales or value-added tax included in the receivables, by the average daily sales for the last twelve months of that segment, converted to euro using the average exchange rate for the period. Receivables and revenues are adjusted for amounts related to acquisitions and divestitures made within the reporting period with a purchase price above a €50 M threshold, consistent with the respective adjustments in the determination of adjusted EBITDA (see "II. Discussion of measures - Non-IFRS measures - Net leverage ratio (Non-IFRS Measure)" above).
23
The development of DSO by reporting segment is shown in the table below:
Development of days sales outstanding
in days
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
2023 |
2022 |
Increase/decrease primarily driven by: |
|||
|
Care Delivery |
61 |
60 |
Periodic delays in payment by public health organizations in certain regions |
|||
|
|
|
|
|
|
|
|
|
Care Enablement |
97 |
100 |
Improvement of payment collections in certain regions |
|||
|
|
|
|
|
|
|
|
|
|
68 |
68 |
Due to the fact that a large portion of our reimbursement is provided by public health care organizations and private payors, we expect that most of our accounts receivable will be collectible.
For information regarding litigation exposure as well as ongoing and future tax audits, see note 11 of the notes to the consolidated financial statements (unaudited) included in this report.
Net cash provided by (used in) investing activities
Net cash used in investing activities in the first six months of 2023 was €297 M as compared to net cash used in investing activities of €409 M in the comparable period of 2022. The following table shows a breakdown of our investing activities for the first six months of 2023 and 2022:
Cash flows relating to investing activities
in € M
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisitions, investments, |
|
|
|
|
||
|
|
|
Capital expenditures, net, |
|
purchases of intangible |
|
Proceeds from divestitures |
||||||
|
|
|
including capitalized |
|
assets and investments in |
|
and the sale of debt |
||||||
|
|
development costs |
debt securities |
securities |
|||||||||
|
|
|
For the six months ended |
||||||||||
|
|
2023 |
2022 |
2023 |
2022 |
2023 |
2022 |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Care Delivery |
152 |
|
195 |
|
41 |
|
79 |
|
48 |
|
16 |
|
|
Care Enablement |
144 |
|
134 |
|
36 |
|
68 |
|
28 |
|
51 |
|
|
Total |
296 |
|
329 |
|
77 |
|
147 |
|
76 |
|
67 |
The majority of our capital expenditures in the first six months of 2023 was used for the capitalization of machines leased to our customers, maintaining existing clinics and centers, capitalization of certain development costs, equipping new clinics and centers and IT implementation costs. Capital expenditures accounted for approximately 3% of total revenue in the first six months of 2023 as compared to approximately 4% of total revenue during the same period in 2022.
Investments in the first six months of 2023 were primarily comprised of purchases of debt securities. Divestitures in the first six months of 2023 were mainly related to the divestment of debt securities and equity investments as well as clinics and centers. Acquisitions in the first six months of 2023 related primarily to the purchase of dialysis clinics.
Investments in the first six months of 2022 were primarily comprised of purchases of debt securities and equity investments. Divestitures in the first six months of 2022 were mainly related to the divestment of debt securities and equity investments. Acquisitions in the first six months of 2022 related primarily to the purchase of dialysis clinics. Additionally, purchases of intangible assets for the first six months of 2022 related primarily to emission rights certificates.
In 2023, we anticipate capital expenditures around €0.9 billion and expect to limit acquisition and investment spending, while focusing on the organic growth of our business.
Net cash provided by (used in) financing activities
In the first six months of 2023, net cash used in financing activities was €701 M as compared to net cash used in financing activities of €995 M in the first six months of 2022.
In the first six months of 2023, cash was mainly used in the repayment of short-term debt (including borrowings under our commercial paper program and short-term debt from related parties), the repayment of lease liabilities (including lease liabilities from related parties),
24
the payment of dividends and distributions to noncontrolling interests, partially offset by proceeds from short-term debt (including borrowings under our commercial paper program and short-term debt from related parties).
In the first six months of 2022, cash was mainly used in the repayment of long-term debt (including the repayment at maturity of bonds in an aggregate principal amount of
On
Balance sheet structure
Total assets as of
Current assets as a percent of total assets increased slightly to 24% at
Report on post-balance sheet date events
Refer to note 14 of the notes to the consolidated financial statements (unaudited) included in this report.
Recently issued accounting standards
Refer to note 1 of the notes to the consolidated financial statements (unaudited) included in this report for information regarding recently issued accounting standards.
25
Interim Financial Statements
Consolidated statements of income
(unaudited)
Consolidated statements of income
in € thousands (THOUS), except per share data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months |
|
For the six months |
||||
|
|
|
|
|
ended |
|
ended |
||||
|
|
Note |
2023 |
2022 |
2023 |
2022 |
|||||
|
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
Health care services |
4a |
|
3,828,628 |
|
3,781,920 |
|
7,541,359 |
|
7,388,727 |
|
|
Health care products |
4a |
|
996,648 |
|
974,760 |
|
1,988,135 |
|
1,916,322 |
|
|
|
|
|
4,825,276 |
|
4,756,680 |
|
9,529,494 |
|
9,305,049 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs of revenue: |
|
|
|
|
|
|
|
|
|
|
|
Health care services |
|
|
3,036,784 |
|
2,934,415 |
|
6,058,823 |
|
5,834,384 |
|
|
Health care products |
|
|
591,281 |
|
576,701 |
|
1,124,318 |
|
1,051,247 |
|
|
|
|
|
|
3,628,065 |
|
3,511,116 |
|
7,183,141 |
|
6,885,631 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating (income) expenses: |
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative |
|
|
775,235 |
|
757,945 |
|
1,557,389 |
|
1,547,918 |
|
|
Research and development |
4b |
|
57,184 |
|
55,418 |
|
112,944 |
|
105,091 |
|
|
Income from equity method investees |
13 |
|
(48,270) |
|
(19,367) |
|
(75,784) |
|
(29,854) |
|
|
Other operating income |
|
4c |
|
(75,830) |
|
(110,387) |
|
(193,301) |
|
(239,244) |
|
Other operating expense |
|
4c |
|
132,265 |
|
221,445 |
|
327,541 |
|
347,329 |
|
Operating income |
|
|
356,627 |
|
340,510 |
|
617,564 |
|
688,178 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other (income) expense: |
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
|
(24,130) |
|
(12,747) |
|
(36,211) |
|
(26,859) |
|
|
Interest expense |
|
|
104,673 |
|
84,326 |
|
199,326 |
|
167,535 |
|
|
Income before income taxes |
|
|
276,084 |
|
268,931 |
|
454,449 |
|
547,502 |
|
|
Income tax expense |
|
|
81,138 |
|
62,926 |
|
125,650 |
|
129,691 |
|
|
Net income |
|
|
194,946 |
|
206,005 |
|
328,799 |
|
417,811 |
|
|
Net income attributable to noncontrolling interests |
|
|
54,587 |
|
58,865 |
|
102,078 |
|
113,310 |
|
|
Net income attributable to shareholders of |
|
|
140,359 |
|
147,140 |
|
226,721 |
|
304,501 |
|
|
Basic earnings per share |
4d |
|
0.48 |
|
0.50 |
|
0.77 |
|
1.04 |
|
|
Diluted earnings per share |
4d |
|
0.48 |
|
0.50 |
|
0.77 |
|
1.04 |
See accompanying notes to the interim consolidated financial statements (unaudited).
26
Consolidated statements of comprehensive income
(unaudited)
Consolidated statements of comprehensive income
in € THOUS
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months |
|
For the six months |
||||
|
|
|
ended |
|
ended |
||||
|
|
2023 |
2022 |
2023 |
2022 |
||||
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
194,946 |
|
206,005 |
|
328,799 |
|
417,811 |
|
Other comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
Components that will not be reclassified to profit or loss: |
|
|
|
|
|
|
|
|
|
Equity method investees - share of OCI |
|
- |
|
524 |
|
- |
|
(11,936) |
|
FVOCI equity investments |
|
13,647 |
|
9 |
|
13,647 |
|
8,676 |
|
Actuarial gain (loss) on defined benefit pension plans |
|
(15,430) |
|
97,113 |
|
(15,792) |
|
240,299 |
|
Income tax (expense) benefit related to components of other comprehensive income not reclassified |
|
4,814 |
|
(29,279) |
|
4,908 |
|
(72,319) |
|
|
|
3,031 |
|
68,367 |
|
2,763 |
|
164,720 |
|
Components that may be reclassified subsequently to profit or loss: |
|
|
|
|
|
|
|
|
|
Gain (loss) related to foreign currency translation |
|
(97,462) |
|
1,038,976 |
|
(424,303) |
|
1,324,313 |
|
FVOCI debt securities |
|
(4,703) |
|
(14,391) |
|
3,286 |
|
(33,380) |
|
Gain (loss) related to cash flow hedges |
|
2,646 |
|
(2,036) |
|
3,244 |
|
(436) |
|
Cost of hedging |
|
(430) |
|
681 |
|
277 |
|
1,448 |
|
Income tax (expense) benefit related to components of other comprehensive income that may be reclassified |
|
131 |
|
3,002 |
|
(1,644) |
|
5,690 |
|
|
|
(99,818) |
|
1,026,232 |
|
(419,140) |
|
1,297,635 |
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss), net of tax |
|
(96,787) |
|
1,094,599 |
|
(416,377) |
|
1,462,355 |
|
Total comprehensive income (loss) |
|
98,159 |
|
1,300,604 |
|
(87,578) |
|
1,880,166 |
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income attributable to noncontrolling interests |
|
55,324 |
|
141,748 |
|
76,777 |
|
221,215 |
|
Comprehensive income (loss) attributable to shareholders of |
|
42,835 |
|
1,158,856 |
|
(164,355) |
|
1,658,951 |
See accompanying notes to the interim consolidated financial statements (unaudited).
27
Consolidated balance sheets
(unaudited)
Consolidated balance sheets
in € THOUS, except share data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note |
|
|
|||
|
|
|
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
1,361,298 |
|
1,273,787 |
|
|
Trade accounts and other receivables from unrelated parties |
|
|
3,558,731 |
|
3,574,270 |
|
|
Accounts receivable from related parties |
5 |
|
87,318 |
|
140,072 |
|
|
Inventories |
6 |
|
2,335,440 |
|
2,296,214 |
|
|
Other current assets |
|
|
|
956,049 |
|
919,112 |
|
Assets held for sale |
|
3 |
|
48,176 |
|
- |
|
Total current assets |
|
|
|
8,347,012 |
|
8,203,455 |
|
|
|
|
|
|
|
|
|
Property, plant and equipment |
|
|
|
3,953,840 |
|
4,152,682 |
|
Right-of-use assets |
|
|
3,976,932 |
|
4,187,126 |
|
|
Intangible assets |
|
|
|
1,400,533 |
|
1,518,677 |
|
|
|
|
|
15,423,273 |
|
15,791,181 |
|
Deferred taxes |
|
|
|
313,831 |
|
312,679 |
|
Investment in equity method investees |
13 |
|
696,388 |
|
773,724 |
|
|
Other non-current assets |
|
|
|
848,329 |
|
814,590 |
|
Total non-current assets |
|
|
|
26,613,126 |
|
27,550,659 |
|
Total assets |
|
|
|
34,960,138 |
|
35,754,114 |
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
Accounts payable to unrelated parties |
|
|
|
720,307 |
|
813,255 |
|
Accounts payable to related parties |
5 |
|
98,905 |
|
118,083 |
|
|
Current provisions and other current liabilities |
|
|
|
3,337,507 |
|
3,355,144 |
|
Short-term debt from unrelated parties |
7 |
|
901,334 |
|
665,013 |
|
|
Short-term debt from related parties |
7 |
|
3,000 |
|
4,000 |
|
|
Current portion of long-term debt |
8 |
|
701,222 |
|
694,062 |
|
|
Current portion of lease liabilities from unrelated parties |
|
|
627,003 |
|
649,844 |
|
|
Current portion of lease liabilities from related parties |
5 |
|
24,964 |
|
23,981 |
|
|
Income tax liabilities |
|
|
|
193,106 |
|
143,932 |
|
Liabilities directly associated with assets held for sale |
|
3 |
|
16,829 |
|
- |
|
Total current liabilities |
|
|
|
6,624,177 |
|
6,467,314 |
|
|
|
|
|
|
|
|
|
Long-term debt, less current portion |
8 |
|
6,997,112 |
|
7,170,734 |
|
|
Lease liabilities from unrelated parties, less current portion |
|
|
3,685,222 |
|
3,875,216 |
|
|
Lease liabilities from related parties, less current portion |
5 |
|
125,933 |
|
129,722 |
|
|
Non-current provisions and other non-current liabilities |
|
|
|
1,151,352 |
|
1,183,910 |
|
Pension liabilities |
|
|
|
544,845 |
|
514,219 |
|
Income tax liabilities |
|
|
|
37,343 |
|
27,345 |
|
Deferred taxes |
|
|
|
863,968 |
|
936,475 |
|
Total non-current liabilities |
|
|
|
13,405,775 |
|
13,837,621 |
|
Total liabilities |
|
|
|
20,029,952 |
|
20,304,935 |
|
|
|
|
|
|
|
|
|
Shareholders' equity: |
|
|
|
|
||
|
Ordinary shares, no par value,€1.00nominal value,362,370,124shares authorized,293,413,449issuedandoutstandingas of |
|
|
|
293,413 |
|
293,413 |
|
Additional paid-in capital |
|
|
|
3,371,128 |
|
3,372,799 |
|
Retained earnings |
|
|
|
10,643,220 |
|
10,711,709 |
|
Accumulated other comprehensive income (loss) |
|
|
|
(779,544) |
|
(388,468) |
|
|
|
|
|
13,528,217 |
|
13,989,453 |
|
Noncontrolling interests |
|
|
|
1,401,969 |
|
1,459,726 |
|
Total equity |
|
|
|
14,930,186 |
|
15,449,179 |
|
Total liabilities and equity |
|
|
34,960,138 |
|
35,754,114 |
See accompanying notes to the interim consolidated financial statements (unaudited).
28
Consolidated statements of cash flows
(unaudited)
Consolidated statements of cash flows
in € THOUS
|
|
|
|
|
|
|
|
|
|
|
|
|
For the six months ended |
||
|
|
|
|
|
|
||
|
|
Note |
2023 |
2022 |
|||
|
Operating activities |
|
|
|
|
|
|
|
Net income |
|
|
|
328,799 |
|
417,811 |
|
|
|
|
|
|
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
Depreciation, amortization and impairment loss |
13 |
|
872,005 |
|
841,707 |
|
|
Change in deferred taxes, net |
|
|
(58,535) |
|
(63,140) |
|
|
(Gain) loss from the sale of fixed assets, right-of-use assets, investments and divestitures |
|
|
(29,205) |
|
82,753 |
|
|
Income from equity method investees |
13 |
|
(75,784) |
|
(29,854) |
|
|
Interest expense, net |
|
|
163,115 |
|
140,676 |
|
|
Changes in assets and liabilities, net of amounts from businesses acquired: |
|
|
|
|
|
|
|
Trade accounts and other receivables from unrelated parties |
|
|
(80,313) |
|
(55,838) |
|
|
Inventories |
|
|
(110,681) |
|
(118,345) |
|
|
Other current and non-current assets |
|
|
59,636 |
|
(39,883) |
|
|
Accounts receivable from related parties |
|
|
52,288 |
|
32,951 |
|
|
Accounts payable to related parties |
|
|
(17,451) |
|
(28,242) |
|
|
Accounts payable to unrelated parties, provisions and other current and non-current liabilities |
|
|
(10,509) |
|
(274,801) |
|
|
Income tax liabilities |
|
|
217,774 |
|
224,506 |
|
|
Received dividends from investments in equity method investees |
|
|
|
144,495 |
|
89,018 |
|
Paid interest |
|
|
(186,462) |
|
(138,032) |
|
|
Received interest |
|
|
35,639 |
|
26,620 |
|
|
Paid income taxes |
|
|
(154,832) |
|
(197,797) |
|
|
Net cash provided by (used in) operating activities |
|
|
1,149,979 |
|
910,110 |
|
|
|
|
|
|
|
|
|
|
Investing activities |
|
|
|
|
|
|
|
Purchases of property, plant and equipment and capitalized development costs |
|
|
(297,538) |
|
(334,267) |
|
|
Acquisitions, net of cash acquired, investments and purchases of intangible assets |
|
|
(14,256) |
|
(60,845) |
|
|
Investments in debt securities |
|
|
|
(62,472) |
|
(85,807) |
|
Proceeds from sale of property, plant and equipment |
|
|
1,701 |
|
5,124 |
|
|
Proceeds from divestitures |
|
|
25,319 |
|
39,901 |
|
|
Proceeds from sale of debt securities |
|
|
|
50,624 |
|
26,906 |
|
Net cash provided by (used in) investing activities |
|
|
(296,622) |
|
(408,988) |
|
|
|
|
|
|
|
|
|
|
Financing activities |
|
|
|
|
|
|
|
Proceeds from short-term debt from unrelated parties |
|
|
729,964 |
|
574,074 |
|
|
Repayments of short-term debt from unrelated parties |
|
|
(488,646) |
|
(367,433) |
|
|
Proceeds from short-term debt from related parties |
|
|
10,204 |
|
68,000 |
|
|
Repayments of short-term debt from related parties |
|
|
(11,204) |
|
(122,500) |
|
|
Proceeds from long-term debt |
|
|
9,514 |
|
248,342 |
|
|
Repayments of long-term debt |
|
|
(24,397) |
|
(716,357) |
|
|
Repayments of lease liabilities from unrelated parties |
|
|
(356,842) |
|
(366,393) |
|
|
Repayments of lease liabilities from related parties |
|
|
(13,125) |
|
(10,872) |
|
|
Increase (decrease) of accounts receivable facility |
|
|
(92,536) |
|
166,226 |
|
|
Proceeds from exercise of stock options |
|
|
- |
|
20,145 |
|
|
Dividends paid |
|
|
|
(328,623) |
|
(395,556) |
|
Distributions to noncontrolling interests |
|
|
(156,001) |
|
(139,009) |
|
|
Contributions from noncontrolling interests |
|
|
21,147 |
|
46,421 |
|
|
Net cash provided by (used in) financing activities |
|
|
(700,545) |
|
(994,912) |
|
|
Effect of exchange rate changes on cash and cash equivalents |
|
|
(65,301) |
|
36,807 |
|
|
Cash and cash equivalents: |
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
|
|
87,511 |
|
(456,983) |
|
|
Cash and cash equivalents at beginning of period |
|
|
1,273,787 |
|
1,481,655 |
|
|
Cash and cash equivalents at end of period |
|
|
1,361,298 |
|
1,024,672 |
See accompanying notes to the interim consolidated financial statements (unaudited).
29
Consolidated statements of shareholders' equity
For the six months ended
Consolidated statements of shareholders´equity
in € THOUS, except share data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated other comprehensive income |
|
|
|
|
|
|
||||||||
|
|
|
Ordinary shares |
|
|
(loss) |
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
|
Foreign |
|
|
|
|
|
|
|
& Co. KGaA |
|
|
|
|
|
|
|
|
|
Number of |
|
No par |
|
paid in |
|
Retained |
|
currency |
|
Cash flow |
|
|
|
Fair value |
|
shareholders' |
|
Non-controlling |
|
|
|
|
Note |
shares |
value |
capital |
earnings |
translation |
hedges |
Pensions |
changes |
equity |
interests |
Total equity |
||||||||||||
|
Balance at |
|
|
|
293,004,339 |
|
293,004 |
|
2,891,276 |
|
10,826,140 |
|
(982,506) |
|
(9,115) |
|
(369,998) |
|
49,982 |
|
12,698,783 |
|
1,280,254 |
|
13,979,037 |
|
Proceeds from exercise of options and related tax effects |
|
|
|
409,110 |
|
409 |
|
19,988 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
20,397 |
|
- |
|
20,397 |
|
Dividends paid |
|
|
|
- |
|
- |
|
- |
|
(395,556) |
|
- |
|
- |
|
- |
|
- |
|
(395,556) |
|
- |
|
(395,556) |
|
Transactions with noncontrolling interests without loss of control |
|
|
|
- |
|
- |
|
8,643 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
8,643 |
|
24,407 |
|
33,050 |
|
Noncontrolling interests due to changes in consolidation group |
|
|
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(2,561) |
|
(2,561) |
|
Contributions from/ to noncontrolling interests |
|
|
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(121,791) |
|
(121,791) |
|
Put option liabilities |
12 |
|
- |
|
- |
|
- |
|
57,991 |
|
- |
|
- |
|
- |
|
- |
|
57,991 |
|
- |
|
57,991 |
|
|
Transfer of cumulative gains/losses of equity investments |
|
|
|
- |
|
- |
|
- |
|
8,551 |
|
- |
|
- |
|
- |
|
(8,551) |
|
- |
|
- |
|
- |
|
Net Income |
|
|
- |
|
- |
|
- |
|
304,501 |
|
- |
|
- |
|
- |
|
- |
|
304,501 |
|
113,310 |
|
417,811 |
|
|
Other comprehensive income (loss) related to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation |
|
|
- |
|
- |
|
- |
|
- |
|
1,230,414 |
|
(708) |
|
(14,080) |
|
782 |
|
1,216,408 |
|
107,905 |
|
1,324,313 |
|
|
Cash flow hedges, net of related tax effects |
|
|
- |
|
- |
|
- |
|
- |
|
- |
|
757 |
|
- |
|
- |
|
757 |
|
- |
|
757 |
|
|
Pensions, net of related tax effects |
|
|
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
168,105 |
|
- |
|
168,105 |
|
- |
|
168,105 |
|
Fair value changes, net of related tax effects |
|
|
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(30,820) |
|
(30,820) |
|
- |
|
(30,820) |
|
Comprehensive income |
|
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
1,658,951 |
|
221,215 |
|
1,880,166 |
|
|
Balance at |
|
|
293,413,449 |
|
293,413 |
|
2,919,907 |
|
10,801,627 |
|
247,908 |
|
(9,066) |
|
(215,973) |
|
11,393 |
|
14,049,209 |
|
1,401,524 |
|
15,450,733 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at |
|
|
293,413,449 |
|
293,413 |
|
3,372,799 |
|
10,711,709 |
|
(207,210) |
|
(627) |
|
(155,526) |
|
(25,105) |
|
13,989,453 |
|
1,459,726 |
|
15,449,179 |
|
|
Proceeds from exercise of options and related tax effects |
|
|
- |
|
- |
|
(1,190) |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(1,190) |
|
- |
|
(1,190) |
|
|
Dividends paid |
|
|
|
- |
|
- |
|
- |
|
(328,623) |
|
- |
|
- |
|
- |
|
- |
|
(328,623) |
|
- |
|
(328,623) |
|
Transactions with noncontrolling interests without loss of control |
|
|
|
- |
|
- |
|
(481) |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(481) |
|
(10,996) |
|
(11,477) |
|
Noncontrolling interests due to changes in consolidation group |
|
|
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(12,272) |
|
(12,272) |
|
Contributions from/ to noncontrolling interests |
|
|
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(111,266) |
|
(111,266) |
|
Put option liabilities |
12 |
|
- |
|
- |
|
- |
|
33,413 |
|
- |
|
- |
|
- |
|
- |
|
33,413 |
|
- |
|
33,413 |
|
|
Net Income |
|
|
- |
|
- |
|
- |
|
226,721 |
|
- |
|
- |
|
- |
|
- |
|
226,721 |
|
102,078 |
|
328,799 |
|
|
Other comprehensive income (loss) related to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation |
|
|
- |
|
- |
|
- |
|
- |
|
(401,751) |
|
(314) |
|
2,708 |
|
355 |
|
(399,002) |
|
(25,301) |
|
(424,303) |
|
|
Cash flow hedges, net of related tax effects |
|
|
- |
|
- |
|
- |
|
- |
|
- |
|
2,619 |
|
- |
|
- |
|
2,619 |
|
- |
|
2,619 |
|
|
Pensions, net of related tax effects |
|
|
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(10,677) |
|
- |
|
(10,677) |
|
- |
|
(10,677) |
|
Fair value changes, net of related tax effects |
|
|
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
15,984 |
|
15,984 |
|
- |
|
15,984 |
|
Comprehensive income |
|
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(164,355) |
|
76,777 |
|
(87,578) |
|
|
Balance at |
|
|
293,413,449 |
|
293,413 |
|
3,371,128 |
|
10,643,220 |
|
(608,961) |
|
1,678 |
|
(163,495) |
|
(8,766) |
|
13,528,217 |
|
1,401,969 |
|
14,930,186 |
See accompanying notes to the interim consolidated financial statements (unaudited).
30
Notes to the interim consolidated financial statements
(unaudited)
(in THOUS, except share and per share data)
1. The Company and basis of presentation
The Company
In these unaudited notes, "
At an extraordinary general meeting (EGM) of the Company held on
Effective as of
Basis of presentation
The consolidated financial statements and other financial information included in the Company's quarterly reports furnished under cover of Form 6-K and its Annual Report on Form 20-F are prepared solely in accordance with International Financial Reporting Standards (IFRS) as issued by the
The interim financial report is prepared in accordance with International Accounting Standard (IAS) 34, Interim Financial Reporting, and contains condensed financial statements, in that it does not include all of the notes that would be required in a complete set of financial statements, but rather selected explanatory notes. However, the primary financial statements are presented in the format consistent with the consolidated financial statements as presented in the Company's Annual Report on Form 20-F for the year ended
The interim consolidated financial statements at
31
Notes to the interim consolidated financial statements
(unaudited)
(in THOUS, except share and per share data)
The Company applies IAS 29, Financial Reporting in Hyperinflationary Economies (IAS 29), in its Argentine, Lebanese and Turkish subsidiaries due to inflation in these countries. The table below details the date of initial application of IAS 29 and the specific inputs used to calculate the gain or loss on net monetary position on a country-specific basis for the six months ended
Inputs for the calculation of (gains) losses on net monetary positions
|
|
|
|
|
|
|
|
|
|
|
|
|
Turkiye |
|
|||
|
Date of IAS 29 initial application |
|
|
|
|
|
|
|
|
Consumer price index |
|
|
|
|
|
|
|
|
Index at |
|
1,709.6 |
|
4,549.4 |
|
1,351.6 |
|
|
Calendar year increase |
|
51 |
% |
122 |
% |
20 |
% |
|
(Gain) loss on net monetary position in € THOUS |
|
28,961 |
|
(1,154) |
|
1,431 |
|
The effective tax rates of 29.4% and 27.6% for the three and six months ended
The results of operations for the three and six months ended
In connection with the implementation of the Company's new global operating model as noted above, the Company performed a reallocation of goodwill to the segments under its new operating structure and evaluated the effects of this reallocation on the recoverability of goodwill.
In the first six months of 2023, the market capitalization of the Company increased by 43% to €12,842,707 at
Due to the carrying amount of net assets exceeding the Company's market capitalization, an increase in interest rates and ongoing uncertainties in the macroeconomic environment, the Company reviewed the impacts on the impairment tests, which were performed for goodwill reallocation purposes as of
32
Notes to the interim consolidated financial statements
(unaudited)
(in THOUS, except share and per share data)
The following table shows the key assumptions of value-in-use calculations, which are presented based upon the goodwill impairment test performed as of
Key assumptions
in %
|
|
|
|
|
|
|
|
Care Delivery |
Care Enablement |
||
|
Average revenue growth in ten year projection period |
mid-single-digit |
mid-single-digit |
||
|
Average EBIT growth in ten year projection period (1) |
high-single-digit |
low-triple-digit |
||
|
Residual value growth |
1.00 |
1.00 |
||
|
Pre-tax WACC |
9.62 |
8.80 |
||
|
After-tax WACC |
7.35 |
6.65 |
For a detailed description of the impairment test procedure, see notes 1 g) and 2 a) of the consolidated financial statements contained in the 2022 Form 20-F. As of
The recoverable amount of the Care Enablement group of CGUs exceeded the carrying amount by €1,210,311, as of
The operating income margin of each projection year would need to decline by 1.31 percentage points for Care Enablement in order for the recoverable amount (value in use) to equal the carrying amount.
In the consolidated statements of income, Costs of revenue in the amount of €100,486 and €184,727 for the three and six month period ended
Additionally, the Company elected to voluntarily present other operating income and other operating expense separately in the consolidated statements of income. For the three months ended
On
New accounting pronouncements
Recently implemented accounting pronouncements
The Company has prepared its interim consolidated financial statements at and for the six months ended
33
Notes to the interim consolidated financial statements
(unaudited)
(in THOUS, except share and per share data)
IFRS 17, Insurance Contracts
In
The Company provides reinsurance to a health care insurer of end-stage renal diseases. Premium revenue is received throughout the year based on claims experience. For this reinsurance contract, the Company applies the premium allocation approach (PAA) under IFRS 17 as the contract boundary of the cash flows is one year or less. On initial recognition of the liability for incurred claims, the estimation and valuation process remains unchanged as compared to the application of IFRS 4. The subsequent measurement of the insurance liability is based on the estimated cost of settling the claims incurred, but not yet recorded (IBNR). IBNR is estimated using actual paid claim data and applying historical claim completion factors, which may include the effects of both inflationary and socio-economic factors as well as using past experience adjusted for current trends and any other factors that would modify past experience. Regarding the measurement of the liability for the remaining coverage, the liability is equal to the premiums received less any insurance acquisition cash flows. Any insurance acquisition cash flows will be expensed when incurred. The Company does not consider the effects and time value of money when measuring the liability for the remaining coverage as the related cash flows are expected to be paid or received within one year or less from the date the claims are incurred. The Company does not receive any premiums in advance. As a result, the liability for the remaining coverage is zero.
The Company has applied the modified retrospective approach at the date of transition due to the impracticability of collecting cash flow estimations and risk adjustments for non-financial risk at the date of initial recognition of the reinsurance contract. Insurance premium revenues are recognized based upon the passage of time, therefore the patteof revenue recognition has not changed with the application of IFRS 17. IFRS 17 did not have a material impact on the Company's accounting for liabilities, net income or retained earnings, specifically as it relates to the Company's reinsurance contract. For additional information regarding revenues from insurance contracts, see note 4 a) below.
The following table shows a reconciliation of the Company's sole portfolio of insurance contracts, which reconciles the insurance contract receivables (liabilities) as of
Insurance contract receivables and liabilities
in € THOUS
|
|
|
|
|
|
|
|
|
|
2023 |
|||||
|
|
Present value of |
Risk adjustment for |
|
|||
|
|
future cash flows |
non-financial risk |
Total |
|||
|
Insurance contract receivables (liabilities) as at |
|
18,085 |
|
(1,801) |
|
16,284 |
|
Incurred claims and other directly attributable expenses |
|
(152,011) |
|
545 |
|
(151,466) |
|
Changes that relate to past service - changes in the fulfillment cash-flows relating to LIC |
|
(9,964) |
|
- |
|
(9,964) |
|
Claims and other directly attributable expenses paid |
|
5,473 |
|
- |
|
5,473 |
|
Premium revenue |
|
297,222 |
|
- |
|
297,222 |
|
Foreign currency translation and other changes |
|
(1,014) |
|
31 |
|
(983) |
|
Insurance contract receivables (liabilities) as at |
|
157,791 |
|
(1,225) |
|
156,566 |
2. Acquisitions, business combinations, investments (including debt securities) and purchases of intangible assets
The Company completed acquisitions, investments (including debt securities) and the purchase of intangible assets in the amount of €76,728 and €150,367 for the six months ended
On
34
Notes to the interim consolidated financial statements
(unaudited)
(in THOUS, except share and per share data)
This business combination was conducted as a non-cash transaction. The contributions of the net assets of
The Company is in the process of reviewing and finalizing the information necessary for the purchase price allocation, including, but not limited to, the final capital interest allocation. Any adjustments to acquisition accounting, net of related income tax effects, will be recorded with a corresponding adjustment to goodwill within one year from the Acquisition Date.
3.Disposal group classified as held for sale
During the six months ended
| ● | the Company signed an agreement in connection with its FME25 Program to sell its local dialysis service provider business to an operator of private clinics and other medical facilities in |
| ● | the Company signed an agreement in connection with its Legacy Portfolio Optimization program (as defined below) to sell51of its renal dialysis clinics in Sub-Saharan Africa to a South African hospital group. |
Transactions which remain open as of the date of this report are subject to regulatory approvals, but expected to be completed within a year from the reporting date.
Immediately before the classification of these disposals as held for sale, an impairment loss of€11,892was recognized for the agreed-upon divestiture of
Assets and liabilities of disposal group classified as held for sale
in € THOUS
|
|
|
|
|
|
|
|
|
|
||
|
Property, plant and equipment |
5,622 |
- |
||
|
Right-of-use assets |
6,978 |
- |
||
|
|
26,633 |
- |
||
|
Other |
8,943 |
- |
||
|
Assets held for sale |
48,176 |
- |
||
|
|
|
|
|
|
|
Lease liabilities |
11,739 |
- |
||
|
Provisions and other liabilities |
5,090 |
- |
||
|
Liability directly associated with assets held for sale |
16,829 |
- |
As of
35
Notes to the interim consolidated financial statements
(unaudited)
(in THOUS, except share and per share data)
4. Notes to the consolidated statements of income
a) Revenue
Due to the change in the Company's operating structure as well as the implementation of IFRS 17, the Company has adjusted the prior year financial information below in order to conform to the current year's presentation.
The Company has recognized the following revenue in the consolidated statements of income for the three and six months ended
Revenue
in € THOUS
|
|
|
|
|
|
|
|
|
|
|
|
Revenue from |
|
Revenue from |
|
|
|
|
|
|
|
contracts with |
insurance |
Revenue from |
|
||||
|
|
customers |
contracts |
lease contracts |
Total |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended |
||||||
|
Health care services |
|
3,671,802 |
|
156,826 |
|
- |
|
3,828,628 |
|
Health care products |
987,464 |
|
- |
|
9,184 |
|
996,648 |
|
|
Total |
4,659,266 |
|
156,826 |
|
9,184 |
|
4,825,276 |
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended |
|||||||
|
Health care services |
3,640,283 |
141,637 |
- |
3,781,920 |
||||
|
Health care products |
949,726 |
- |
25,034 |
974,760 |
||||
|
Total |
4,590,009 |
141,637 |
25,034 |
4,756,680 |
|
|
|
|
|
|
|
|
|
|
|
|
For the six months ended |
|||||||
|
Health care services |
7,244,137 |
297,222 |
- |
7,541,359 |
||||
|
Health care products |
1,964,033 |
- |
24,102 |
1,988,135 |
||||
|
Total |
9,208,170 |
297,222 |
24,102 |
9,529,494 |
|
|
|
|
|
|
|
|
|
|
|
|
For the six months ended June 30, 2022 |
|||||||
|
Health care services |
|
7,132,798 |
|
255,929 |
|
- |
|
7,388,727 |
|
Health care products |
1,861,708 |
|
- |
|
54,614 |
|
1,916,322 |
|
|
Total |
8,994,506 |
|
255,929 |
|
54,614 |
|
9,305,049 |
The following table contains a disaggregation of revenue by categories for the three and six months ended June 30, 2023 and 2022:
Disaggregation of revenue by categories
in € THOUS
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended June 30, |
For the six months ended June 30, |
||||||
|
|
2023 |
2022 |
2023 |
2022 |
||||
|
Care Delivery |
||||||||
|
US |
|
3,119,875 |
|
3,066,295 |
|
6,122,591 |
|
5,996,233 |
|
International |
|
752,667 |
|
755,287 |
|
1,505,498 |
|
1,472,738 |
|
Total(1) |
|
3,872,542 |
|
3,821,582 |
|
7,628,089 |
|
7,468,971 |
|
|
|
|
|
|
|
|
|
|
|
Care Enablement |
|
|
|
|
|
|
||
|
Total (including inter-segment revenues) (1) |
|
1,324,740 |
|
1,318,297 |
|
2,635,269 |
|
2,585,566 |
|
Inter-segment eliminations |
|
(372,006) |
|
(383,199) |
|
(733,864) |
|
(749,488) |
|
Total Care Enablement revenue external customers |
|
952,734 |
|
935,098 |
|
1,901,405 |
|
1,836,078 |
|
Total |
|
4,825,276 |
|
4,756,680 |
|
9,529,494 |
|
9,305,049 |
| (1) | For further information on segment revenues, see note 13. |
36
Notes to the interim consolidated financial statements
(unaudited)
(in THOUS, except share and per share data)
b) Research and development expenses
Research and development expenses of €112,944 for the six months ended June 30, 2023 (for the six months ended June 30, 2022: €105,091) included research and non-capitalizable development costs as well as depreciation and amortization expenses related to capitalized development costs of €4,856 (for the six months ended June 30, 2022: €4,150).
c) Other operating income and expense
The following table contains reconciliations of the amounts included in other operating income and expense for the three and six months ended June 30, 2023 and 2022:
Other operating income
in € THOUS
|
|
|
|
|
|
|
|
|
|
|
|
For the three months |
For the six months |
||||||
|
|
|
ended June 30, |
|
ended June 30, |
||||
|
|
|
2023 |
|
2022 |
|
2023 |
|
2022 |
|
Foreign exchange gains |
|
53,842 |
|
89,532 |
|
125,981 |
|
195,152 |
|
Gains on right-of-use assets, from the sale of fixed assets, clinics and investments |
11,949 |
7,721 |
25,574 |
21,815 |
||||
|
Revaluation of certain investments |
(4,318) |
- |
14,968 |
- |
||||
|
Other |
14,357 |
13,134 |
26,778 |
22,277 |
||||
|
Other operating income |
75,830 |
110,387 |
193,301 |
239,244 |
Other operating expense
in € THOUS
|
|
|
|
|
|
|
|
|
|
|
|
For the three months |
For the six months |
||||||
|
|
|
ended June 30, |
|
ended June 30, |
||||
|
|
|
2023 |
|
2022 |
|
2023 |
|
2022 |
|
Foreign exchange losses |
|
70,011 |
|
100,970 |
|
154,413 |
|
202,386 |
|
Losses on right-of-use assets, from the sale of fixed assets, clinics and investments |
8,130 |
10,177 |
18,669 |
20,504 |
||||
|
Revaluation of certain investments |
- |
74,934 |
- |
78,383 |
||||
|
Expenses from strategic transactions and programs |
32,015 |
3,696 |
115,454 |
3,696 |
||||
|
Other |
22,109 |
31,668 |
39,005 |
42,360 |
||||
|
Other operating expense |
132,265 |
221,445 |
327,541 |
347,329 |
Included within the "expenses from strategic transactions and programs" line item in other operating expense are the proposed divestitures, and associated impairment losses, of certain businesses in connection with strategic programs such as Legacy Portfolio Optimization, defined below, and the FME25 Program. For further information on the proposed divestitures and associated impairment losses, see note 3. Consistent with the Company's decision to present impairment losses within other operating expense, as described in note 1 above, such costs related to cost of revenues, selling, general and administrative expense or research and development expenses are now included within other operating expense. "Expenses from strategic transactions and programs" primarily consist of:
| ● | strategic divestiture program expenses identified during the review of our business portfolio, mainly due to exiting unsustainable markets and non-core businesses, as well as the cessation of certain research and development programs to enable more focused capital allocation towards areas in our core business that are expected to have higher profitable growth, which included the cessation of a dialysis cycler development program and the divestiture of the Company's clinic network in Sub-Saharan Africa in 2023 (Legacy Portfolio Optimization); |
| ● | certain impairment losses in connection with the FME25 Program; and |
| ● | certain costs associated with the Conversion, primarily related to the requisite relabeling of its products, transaction costs (such as costs for external advisors and conducting an extraordinary general meeting) and costs related to the establishment of dedicated administrative functions required to manage certain services which are currently administered at the |
37
Notes to the interim consolidated financial statements
(unaudited)
(in THOUS, except share and per share data)
Expenses from strategic transactions and programs comprised the following for the three and six months ended June 30, 2023 and 2022:
Expenses from strategic transactions and programs
in € THOUS
|
|
|
|
|
|
|
|
|
|
|
|
For the three months |
For the six months |
||||||
|
|
|
ended June 30, |
|
ended June 30, |
||||
|
|
|
2023 |
|
2022 |
|
2023 |
|
2022 |
|
Legacy Portfolio Optimization |
|
11,022 |
|
- |
|
94,461 |
|
- |
|
Derecognition of capitalized development costs and termination costs(1) |
(826) |
- |
58,287 |
- |
||||
|
Impairment of intangible and tangible assets(2) |
10,724 |
- |
35,050 |
- |
||||
|
Other |
|
1,124 |
|
- |
|
1,124 |
|
- |
|
FME25 Program |
14,290 |
3,696 |
14,290 |
3,696 |
||||
|
Impairment of intangible and tangible assets(2) |
2,398 |
3,696 |
2,398 |
3,696 |
||||
|
Impairment resulting from the measurement of assets held for sale(2) |
11,892 |
- |
11,892 |
- |
||||
|
Legal Form Conversion Costs |
6,703 |
- |
6,703 |
- |
||||
|
Expenses from strategic transactions and programs |
32,015 |
3,696 |
|
115,454 |
3,696 |
| (1) | Primarily research and development expense. |
| (2) | Primarily cost of revenues and selling, general and administrative expense. |
For more information on the disposal group classified as held for sale, see note 3.
d) Earnings per share
The following table contains reconciliations of the numerators and denominators of the basic and diluted earnings per share computations for the three and six months ended June 30, 2023 and 2022:
Reconciliation of basic and diluted earnings per share
in € THOUS, except share and per share data
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended |
|
For the six months ended |
|||||
|
|
June 30, |
|
June 30, |
|||||
|
|
2023 |
2022 |
|
2023 |
2022 |
|||
|
Numerator: |
|
|
|
|
||||
|
Net income attributable to shareholders of FMC AG & Co. KGaA |
140,359 |
|
147,140 |
|
226,721 |
304,501 |
||
|
|
|
|
|
|
|
|
|
|
|
Denominators: |
|
|
|
|
|
|
||
|
Weighted average number of shares outstanding |
293,413,449 |
|
293,145,413 |
|
293,413,449 |
293,076,643 |
||
|
Potentially dilutive shares |
- |
|
- |
|
- |
- |
||
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share |
0.48 |
|
0.50 |
|
0.77 |
1.04 |
||
|
Diluted earnings per share |
0.48 |
|
0.50 |
|
0.77 |
1.04 |
e) Impacts of severe acute respiratory syndrome coronavirus 2 (COVID-19)
The Company provides life-sustaining dialysis treatments and other critical health care services and products to patients. The Company's patients need regular and frequent dialysis treatments, or else they face significant adverse health consequences that could result in hospitalization or death. To be able to continue care for its patients in light of COVID-19, the Company determined that it needed to implement a number of measures, both operational and financial, to maintain an adequate workforce, to protect its patients and employees through expanded personal protective equipment protocols and to develop surge capacity for patients suspected or confirmed to have COVID-19. Additionally, the Company experienced a loss of revenue due to the pandemic in certain parts of its business, partially offset by increased demand for its services and products in other parts. Various governments in regions in which the Company operates have provided economic assistance programs to address the consequences of the pandemic on companies and support health care providers and patients.
The Company recorded €2,694 and €181,404 for the six months ended June 30, 2023 and 2022, respectively, within the statement of profit and loss for government grants in various regions in which it operates. In addition to the costs incurred which are eligible for government funding in various countries, the Company has been affected by impacts that COVID-19 had on the global economy and financial markets as well as effects related to lockdowns. During the six months ended June 30, 2022, the Company received an additional
38
Notes to the interim consolidated financial statements
(unaudited)
(in THOUS, except share and per share data)
$232,175 (€212,344), in
5. Related party transactions
a) Service agreements and products
The Company is party to service agreements with
The Company sells products to Fresenius SE Companies and purchases products from Fresenius SE Companies and equity method investees. In addition,
In December 2010, the Company and Galenica Ltd. (now known as CSL Vifor) formed the renal pharmaceutical company
Under the CMS Comprehensive End-Stage Renal Disease (ESRD) Care Model, the Company and participating physicians formed entities known as ESRD Seamless Care Organizations (ESCOs) as part of a payment and care delivery model that seeks to deliver better health outcomes for Medicare ESRD patients while lowering CMS's costs. The Company entered into participation/service agreements with these ESCOs, which are accounted for as equity method investees. These ESCOs are expected to be dissolved during the second half of 2023.
In October 2019, CMS released a request for applications to participate in its new Comprehensive Kidney Care Contracting (CKCC) model. Under the CKCC model, renal health care providers participate by forming an entity known as a Kidney Care Entity (KCE). Through the KCE, renal health care providers take responsibility for the total cost and quality of care for Medicare beneficiaries with CKD stages 4 and 5 as well as Medicare beneficiaries with ESRD. In order to participate, KCEs must include nephrologists and transplant providers, and dialysis providers and other third parties are permitted to participate. As of June 30, 2023, the Company was participating in 24 KCEs (December 31, 2022: 20). The Company entered into participation/service agreements with these KCEs, which are accounted for as equity method investees. Due to the uncertainty regarding amounts to be reimbursed by CMS, the Company records revenue in arrears for these KCEs once reconciliations of reimbursement amounts have been provided by CMS.
39
Notes to the interim consolidated financial statements
(unaudited)
(in THOUS, except share and per share data)
Below is a summary, including the Company's receivables from and payables to the indicated parties, resulting from the above-described transactions with related parties.
Service agreements and products with related parties
in € THOUS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the six months ended |
|
For the six months ended |
|
|
||||||||||
|
|
June 30, 2023 |
June 30, 2022 |
June 30, 2023 |
December 31, 2022 |
||||||||||||
|
|
|
Sales of |
Purchases of |
|
Sales of |
Purchases of |
|
|
|
|
||||||
|
|
goods and |
goods and |
goods and |
goods and |
Accounts |
Accounts |
Accounts |
Accounts |
||||||||
|
|
services |
services |
services |
services |
receivable |
payable |
receivable |
payable |
||||||||
|
Service agreements(1) |
|
|
|
|
|
|
|
|||||||||
|
|
|
73 |
|
20,196 |
|
68 |
|
22,974 |
|
- |
|
4,001 |
|
26 |
|
2,820 |
|
|
|
5,972 |
|
34,602 |
|
2,084 |
|
47,047 |
|
928 |
|
7,014 |
|
1,168 |
|
8,585 |
|
Equity method investees(2) |
|
(1,213) |
|
- |
|
26,614 |
|
- |
|
62,964 |
|
- |
|
120,507 |
|
- |
|
Total |
|
4,832 |
|
54,798 |
|
28,766 |
|
70,021 |
|
63,892 |
|
11,015 |
|
121,701 |
|
11,405 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35,641 |
|
21,414 |
|
31,210 |
|
19,320 |
|
18,627 |
|
9,344 |
|
16,078 |
|
5,826 |
|
Equity method investees |
|
- |
|
245,697 |
|
- |
|
207,747 |
|
- |
|
77,827 |
|
- |
|
73,563 |
|
Total |
|
35,641 |
|
267,111 |
|
31,210 |
|
227,067 |
|
18,627 |
|
87,171 |
|
16,078 |
|
79,389 |
| (1) | In addition to the above shown accounts payable, accrued expenses for service agreements with related parties amounted to€6,501and €6,520at June 30, 2023 and December 31, 2022, respectively. |
| (2) | For the six months ended June 30, 2023, sales of goods and services to equity method investees included a$4,683(€4,334) adjustment to savings received in connection with the Company's KCEs based on an adjustment in CMS's calculated savings rate for the first performance year. |
b) Lease agreements
In addition to the above-mentioned product and service agreements, the Company is a party to real estate lease agreements with Fresenius SE Companies, which mainly include leases for the Company's corporate headquarters in Bad Homburg,
Below is a summary resulting from the above described lease agreements with related parties.
Lease agreements with related parties
in € THOUS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
For the six months ended June 30, 2023 |
For the six months ended June 30, 2022 |
June 30, 2023 |
December 31, 2022 |
||||||||||||||||
|
|
|
|
|
Interest |
Lease |
|
Interest |
Lease |
|
Right-of-use |
Lease |
|
Right-of-use |
Lease |
||||||
|
|
Depreciation |
expense |
expense(1) |
Depreciation |
expense |
expense(1) |
asset |
liability |
asset |
liability |
||||||||||
|
|
|
4,457 |
|
704 |
|
200 |
|
4,066 |
|
268 |
|
741 |
|
37,417 |
|
38,315 |
|
38,688 |
|
39,626 |
|
|
|
8,906 |
|
654 |
|
- |
|
6,858 |
|
491 |
|
- |
|
111,007 |
|
112,582 |
|
112,684 |
|
114,077 |
|
Total |
|
13,363 |
|
1,358 |
|
200 |
|
10,924 |
|
759 |
|
741 |
|
148,424 |
|
150,897 |
|
151,372 |
|
153,703 |
| (1) | Short-term leases and expenses relating to variable lease payments as well as low value leases are exempted from balance sheet recognition. |
c) Financing
The Company has received short-term financing from and, in previous periods, provided short-term financing to
On August 19, 2009 and November 28, 2013, the Company borrowed €1,500 and €1,500, respectively, from the General Partner. The loan repayments were extended periodically and combined into a single borrowing during 2022 with an interest rate of 1.3348%. Upon effectiveness of the Conversion, Management AG has the right to receive the amounts borrowed at any time. For further information regarding the Conversion, see note 14.
40
Notes to the interim consolidated financial statements
(unaudited)
(in THOUS, except share and per share data)
The Company and
At December 31, 2022, the Company borrowed from
d) Key management personnel
Due to the Company's legal form of a German partnership limited by shares, the General Partner holds a key management position within the Company. In addition, as key management personnel, members of the Management Board and the Supervisory Board, as well as their close relatives, are considered related parties.
The Company's Articles of Association provide that the General Partner shall be reimbursed for any and all expenses in connection with management of the Company's business, including remuneration of the members of the General Partner's supervisory board and the members of the Management Board. The aggregate amount reimbursed to the General Partner was €16,046 and €14,367 for its management services during the six months ended June 30, 2023 and 2022, respectively. As of June 30, 2023 and December 31, 2022, the Company had accounts receivable from the General Partner in the amount of €4,799 and €816, respectively. As of June 30, 2023 and December 31, 2022, the Company had accounts payable to the General Partner in the amount of €719 and €27,289, respectively.
Upon effectiveness of the Conversion, the General Partner will exit the Company and will no longer be entitled to reimbursement of the remuneration of its board members (other than outstanding amounts, if any, for service prior to the effective date of the Conversion). The members of the FME AG Supervisory Board and the FME AG management board, as key management personnel, as well as their close relatives, will be considered related parties of FME AG. For further information regarding the Conversion, see note 14.
6. Inventories
At June 30, 2023 and December 31, 2022, inventories consisted of the following:
Inventories
in € THOUS
|
|
|
|
|
|
|
|
June 30, |
December 31, |
||
|
|
2023 |
2022 |
||
|
|
|
|
|
|
|
Finished goods |
|
1,406,390 |
|
1,310,995 |
|
Health care supplies |
|
477,963 |
|
553,821 |
|
Raw materials and purchased components |
|
318,815 |
|
306,994 |
|
Work in process |
|
132,272 |
|
124,404 |
|
Inventories |
|
2,335,440 |
|
2,296,214 |
7. Short-term debt
At June 30, 2023 and December 31, 2022, short-term debt consisted of the following:
Short-term debt
in € THOUS
|
|
|
|
|
|
|
|
June 30, |
December 31, |
||
|
|
2023 |
2022 |
||
|
Commercial paper program |
|
831,934 |
|
495,424 |
|
Borrowings under lines of credit |
|
69,328 |
|
169,511 |
|
Other |
|
72 |
|
78 |
|
Short-term debt from unrelated parties |
|
901,334 |
|
665,013 |
|
Short-term debt from related parties (see note 5 c) |
|
3,000 |
|
4,000 |
|
Short-term debt |
|
904,334 |
|
669,013 |
The Company and certain consolidated entities operate a multi-currency notional cash pooling management system. In this cash pooling management system, amounts in euro and other currencies are offset without being transferred to a specific cash pool account. The system is used for an efficient utilization of funds within the Company. The Company met the conditions to offset balances within this cash pool for reporting purposes. At June 30, 2023 and December 31, 2022, cash and borrowings under lines of credit in the amount of €131,606 and €80,603, respectively, were offset under this cash pooling management system. Before this offset, cash and cash
41
Notes to the interim consolidated financial statements
(unaudited)
(in THOUS, except share and per share data)
equivalents as of June 30, 2023 was €1,492,904 (December 31, 2022: €1,354,390) and short-term debt from unrelated parties was €1,032,940 (December 31, 2022: €745,616).
Commercial paper program
The Company maintains a commercial paper program under which short-term notes of up to €1,500,000 can be issued. At June 30, 2023, the outstanding commercial paper amounted to €834,000 (December 31, 2022: €496,500).
Short-term debt from related parties
The Company is party to an uncommitted revolving facility, as borrower, under which it may request and receive one or more short-term advances up to an aggregate amount of €600,000 with
8. Long-term debt
As of June 30, 2023 and December 31, 2022, long-term debt consisted of the following:
Long-term debt
in € THOUS
|
|
|
|
|
|
|
|
June 30, |
December 31, |
||
|
|
2023 |
2022 |
||
|
|
|
|
|
|
|
Schuldschein loans |
|
224,645 |
|
224,612 |
|
Bonds |
|
7,336,121 |
|
7,389,365 |
|
Accounts Receivable Facility |
|
- |
|
93,725 |
|
Other |
|
137,568 |
|
157,094 |
|
Long-term debt |
|
7,698,334 |
|
7,864,796 |
|
Less current portion |
|
(701,222) |
|
(694,062) |
|
Long-term debt, less current portion |
|
6,997,112 |
|
7,170,734 |
Accounts Receivable Facility
The Company has an accounts receivable securitization program (Accounts Receivable Facility) with a maximum capacity of $900,000 (€768,049 at the date of execution) and an ending term date of August 11, 2024.
The following table shows the available and outstanding amounts under the Accounts Receivable Facility at June 30, 2023 and December 31, 2022:
Accounts Receivable Facility - maximum amount available and balance outstanding
in THOUS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maximum amount available(1) |
Balance outstanding(2) |
||||||||||
|
|
June 30, 2023 |
June 30, 2023 |
||||||||||
|
|
|
|
|
|
|
|
|
|
||||
|
Accounts Receivable Facility |
|
$ |
900,000 |
|
€ |
828,272 |
|
$ |
- |
|
€ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maximum amount available(1) |
Balance outstanding(2) |
||||||||||
|
|
December 31, 2022 |
December 31, 2022 |
||||||||||
|
|
|
|
|
|
|
|
|
|
||||
|
Accounts Receivable Facility |
|
$ |
900,000 |
|
€ |
843,803 |
|
$ |
100,000 |
|
€ |
93,756 |
| (1) | Subject to availability of sufficient accounts receivable meeting funding criteria. |
| (2) | Amounts shown are excluding debt issuance costs. |
The Company also had letters of credit outstanding under the Accounts Receivable Facility in the amount of $28,332 and $12,532 (€26,074 and €11,750) at June 30, 2023 and December 31, 2022, respectively. These letters of credit are not included above as part of the balance outstanding at June 30, 2023 and December 31, 2022. However, the letters reduce available borrowings under the Accounts Receivable Facility.
42
Notes to the interim consolidated financial statements
(unaudited)
(in THOUS, except share and per share data)
Syndicated Credit Facility
The Company entered into a €2,000,000 sustainability-linked syndicated revolving credit facility (Syndicated Credit Facility) in July 2021, which serves as a back-up line for general corporate purposes and was undrawn as of June 30, 2023. On June 2, 2023, the Syndicated Credit Facility was extended an additional year until July 1, 2028, with a maximum available borrowing amount of €1,918,367 in the last year.
9. Capital management
As of June 30, 2023 and December 31, 2022 total equity in percent of total assets was 42.7% and 43.2%, respectively, and debt and lease liabilities (including amounts directly associated with assets held for sale) in percent of total assets was 37.4% and 37.0%, respectively.
The Company's financing structure and business model are reflected in the credit ratings. The Company is rated investment grade by
The Company's current corporate credit ratings and outlooks from the credit rating agencies are provided in the table below:
Rating(1)
|
|
|
|
|
|
|
|
|
|
Standard & Poor´s |
Moody´s |
Fitch(2) |
|||
|
|
|
|
|
|
|
|
|
Corporate credit rating |
BBB- |
Baa3 |
BBB- |
|||
|
Outlook |
negative |
negative |
rating watch negative |
| (1) | A rating is not a recommendation to buy, sell or hold securities of the Company, and may be subject to suspension, change or withdrawal at any time by the assigning rating agency. |
| (2) | Fitch indicated that it expects to downgrade the Company's rating by no more than one notch (to below investment grade) when the Conversion takes effect. See note 14. |
10. Share-based plans
On March 1, 2023, 276,587 performance shares with a total fair value of €8,896 were allocated under the Management Board Long Term Incentive Plan 2020 to the members of the Management Board and to certain former members of the Management Board. Of this number, 212,148 performance shares with a total fair value of €6,829 relate to members of the Management Board and 64,439 performance shares with a total fair value of €2,067 relate to certain former members of the Management Board. These amounts will be amortized over the three-year vesting period. The weighted average fair value per performance share at the allocation date was €32.16.
11. Commitments and contingencies
Legal and regulatory matters
The Company is routinely involved in claims, lawsuits, regulatory and tax audits, investigations and other legal matters arising, for the most part, in the ordinary course of its business of providing health care services and products. Legal matters that the Company currently deems to be material or noteworthy are described below. The Company records its litigation reserves for certain legal proceedings and regulatory matters to the extent that the Company determines an unfavorable outcome is probable and the amount of loss can be reasonably estimated. For the other matters described below, the Company believes that the loss is not probable and/or the loss or range of possible losses cannot be reasonably estimated at this time. The outcome of litigation and other legal matters is always difficult to predict accurately and outcomes that are not consistent with the Company's view of the merits can occur. The Company believes that it has valid defenses to the legal matters pending against it and is defending itself vigorously. Nevertheless, it is possible that the resolution of one or more of the legal matters currently pending or threatened could have a material adverse effect on its business, results of operations and financial condition.
Beginning in 2012, the Company received certain communications alleging conduct in countries outside
43
Notes to the interim consolidated financial statements
(unaudited)
(in THOUS, except share and per share data)
States Department of Justice (
In the course of this dialogue, the Company identified and reported to the
On March 29, 2019, the Company entered into a non-prosecution agreement (NPA) with the
In 2015, the Company self-reported to the German prosecutor conduct with a potential nexus to
Since 2012, the Company has made and continues to make further significant investments in its compliance and financial controls and in its compliance, legal and financial organizations. The Company's remedial actions included separation from those employees responsible for the above-mentioned conduct. The Company continues to react to post-FCPA review matters on various levels. The Company also continues to be fully committed to compliance with the FCPA and other applicable anti-bribery laws.
Personal injury and related litigation involving FMCH's acid concentrate product, labeled as Granuflo® or Naturalyte®, first arose in 2012. FMCH's insurers agreed to the settlement in 2017 of personal injury litigation and funded $220,000 (€179,284) of the total $250,000 (€203,732) settlement under a reciprocal reservation of rights. FMCH accrued a net expense of $60,000 (€48,896) in connection with the settlement, encompassing its contribution of $30,000 (€24,448) to the personal injury settlement plus $30,000 (€24,448) in related but uninsured fees and costs. Following the settlement, FMCH's insurers in the AIG group initiated litigation against FMCH seeking to be indemnified by FMCH for their $220,000 (€179,284) outlay and FMCH initiated litigation against the AIG group to recover defense and indemnification costs FMCH had borne. National Union Fire Insurance v.
As litigation proceeded, the parties refined their positions, resulting in AIG requesting recovery of approximately $60,000 (€48,896) of its settlement outlay and FMCH requesting $108,000 (€88,012) in defense fees and costs. The parties filed multiple, cross motions for summary judgment. On January 12, 2023, the trial court decided these motions. Among its rulings, the court largely rejected both FMCH's theories for recovering defense costs and AIG's theories for recovering settlement funding. However, the trial court denied both parties' motions on one issue and severed and continued that issue for trial. Trial on this remaining issue is scheduled to begin March 11, 2024. Both parties have preserved appeals from the court's summary judgment rulings.
In August 2014, FMCH received a subpoena from
In 2014, two
44
Notes to the interim consolidated financial statements
(unaudited)
(in THOUS, except share and per share data)
On July 12, 2022, after the Court denied the USAO's motions to renew the sealing of the relators' complaint, the USAO filed a complaint-in-intervention.
On November 18, 2016, FMCH received a subpoena under the False Claims Act from
On June 14, 2022, the Brooklyn USAO declined to intervene on two relator complaints that underlay the investigation. The relators, one of whom remains anonymous, are proceeding with litigation at their own expense against both Shiel and FMCH entities, alleging that the defendants wrongly caused government payers to pay for laboratory tests that were falsely or improperly invoiced and retaliated against relators for objecting to the alleged misconduct. Relator v. Shiel Medical Laboratory, 1:16-cv-01090 (E.D.N.Y. 2016); Relator v. Shiel Holdings, 1:17-cv-02732 (E.D.N.Y. 2017). FMCH will defend allegations directed against entities it controls.
On December 17, 2018, FMCH was served with a subpoena under the False Claims Act from
On June 28, 2019, certain FMCH subsidiaries filed a complaint against
In February 2022, the Company received a formal request for information from the Hessen Data Protection Authority (Hessischer Beauftragter für Datenschutz und Informationsfreiheit or HBDI). The information request relates to specific data processing functions of a few of the Company's peritoneal dialysis devices. The Company is committed to comply with the HBDI's request in good faith and cooperate with them, and it is working to provide the relevant information. Additionally, the Company is fully committed to safeguarding and protecting patients' privacy as per applicable laws and privacy-by-design standards, as well as to improve the devices continuously, considering technical, regulatory and privacy requirements.
On March 20 and April 12, 2022, respectively, an attorney employed as general counsel for the Company's North American operations from 2013 to 2016 filed a complaint with the
The plaintiff alleges in support of his demands for compensation that he was transferred to a subordinate position in the global legal department, and subsequently terminated from employment as part of the FME25 Program, in retaliation for legal advice he provided with respect to a licensing agreement with DaVita relating to pharmaceutical operations and products. The DaVita licensing agreement expired by its terms in 2017.
As previously disclosed in the Company's financial statements, the United States Department of Justice has reviewed multiple aspects of the DaVita contract in question, including those relevant to the plaintiff's allegations. No enforcement action has resulted against the Company.
Other bases of retaliation alleged by the plaintiff implicate internal personnel and privacy protection concerns that do not impact ongoing operations, and on which the Company does not comment.
45
Notes to the interim consolidated financial statements
(unaudited)
(in THOUS, except share and per share data)
On January 3, 2023, FMCH received a subpoena from the Attorney General for the
From time to time, the Company is a party to or may be threatened with other litigation or arbitration, claims or assessments arising in the ordinary course of its business. Management regularly analyzes current information including, as applicable, the Company's defenses and insurance coverage and, as necessary, provides accruals for probable liabilities for the eventual disposition of these matters.
The Company, like other health care providers, insurance plans and suppliers, conducts its operations under intense government regulation and scrutiny.The Company must comply with regulations which relate to or govethe safety and efficacy of medical products and supplies, the marketing and distribution of such products, the operation of manufacturing facilities, laboratories, dialysis clinics and other health care facilities, and environmental and occupational health and safety. With respect to its development, manufacture, marketing and distribution of medical products, if such compliance is not maintained, the Company could be subject to significant adverse regulatory actions by the FDA and comparable regulatory authorities outside the
The Company operates many facilities and handles the personal data of its patients and beneficiaries throughout
The Company relies upon its management structure, regulatory and legal resources, and the effective operation of its compliance program to direct, manage and monitor the activities of its employees. On occasion, the Company may identify instances where employees or other agents deliberately, recklessly or inadvertently contravene the Company's policies or violate applicable law and, in such instances, the Company will take appropriate corrective and/or disciplinary action. The actions of such persons may subject the Company and its subsidiaries to liability under the Anti-Kickback Statute, the Stark Law, the False Claims Act, Data Protection Laws, the Health Information Technology for Economic and Clinical Health Act and the FCPA, among other laws and comparable state laws or laws of other countries.
46
Notes to the interim consolidated financial statements
(unaudited)
(in THOUS, except share and per share data)
Physicians, hospitals and other participants in the health care industry are also subject to a large number of lawsuits alleging professional negligence, malpractice, product liability, worker's compensation or related claims, many of which involve large claims and significant defense costs. The Company has been and is currently subject to these suits due to the nature of its business and expects that those types of lawsuits may continue. Although the Company maintains insurance at a level which it believes to be prudent, it cannot assure that the coverage limits will be adequate or that insurance will cover all asserted claims. A successful claim against the Company or any of its subsidiaries in excess of insurance coverage could have a material adverse effect upon it and the results of its operations. Any claims, regardless of their merit or eventual outcome, could have a material adverse effect on the Company's reputation and business.
The Company has also had claims asserted against it and has had lawsuits filed against it relating to alleged patent infringements or businesses that it has acquired or divested. These claims and suits relate both to operation of the businesses and to the acquisition and divestiture transactions. The Company has, when appropriate, asserted its own claims, and claims for indemnification. A successful claim against the Company or any of its subsidiaries could have a material adverse effect upon its business, financial condition, and the results of its operations. Any claims, regardless of their merit or eventual outcome, could have a material adverse effect on the Company's reputation and business.
The Company is subject to ongoing and future tax audits in the
The German tax authorities re-qualified dividends received in connection with intercompany mandatorily redeemable preferred shares into fully taxable interest payments for the years 2006 until 2013, which could lead to additional tax payments in the mid-double-digit million range. Additionally, German tax authorities objected to the Company's tax returns and took the position that income of one of the Company's finance entities for 2017 and future periods should be subject to German Controlled Foreign Corporation taxation resulting in potential additional income tax payments in the upper double-digit million range. In both cases, the Company will take any appropriate legal action to defend its position.
The Company is subject to residual value guarantees in certain lease contracts, primarily real estate contracts, for which it is the lessee in the amount of $650,619 (€598,765). As of June 30, 2023, the estimated fair market value of the underlying leased assets exceeded the related residual value guarantees and, therefore, the Company did not have any risk exposure relating to these guarantees.
Other than those individual contingent liabilities mentioned above, the current estimated amount of the Company's other known individual contingent liabilities is immaterial.
47
Notes to the interim consolidated financial statements
(unaudited)
(in THOUS, except share and per share data)
12. Financial instruments
The following tables show the carrying amounts and fair values of the Company's financial instruments at June 30, 2023 and December 31, 2022:
Carrying amount and fair value of financial instruments
in € THOUS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2023 |
Carrying amount |
Fair value |
||||||||||||||
|
|
Amortized |
|
|
Not |
|
|
|
|
||||||||
|
|
cost |
FVPL |
FVOCI |
classified |
Total |
Level 1 |
Level 2 |
Level 3 |
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
1,089,881 |
|
271,417 |
|
- |
|
- |
|
1,361,298 |
|
271,417 |
|
- |
|
- |
|
Trade accounts and other receivables from unrelated parties |
|
3,477,642 |
|
- |
|
- |
|
81,089 |
|
3,558,731 |
|
- |
|
- |
|
- |
|
Accounts receivable from related parties |
|
87,318 |
|
- |
|
- |
|
- |
|
87,318 |
|
- |
|
- |
|
- |
|
Derivatives - cash flow hedging instruments |
|
- |
|
- |
|
- |
|
11,638 |
|
11,638 |
|
- |
|
11,638 |
|
- |
|
Derivatives - not designated as hedging instruments |
|
- |
|
29,124 |
|
- |
|
- |
|
29,124 |
|
- |
|
29,124 |
|
- |
|
Equity investments |
|
- |
|
96,409 |
|
74,015 |
|
- |
|
170,424 |
|
48,200 |
|
75,196 |
|
47,028 |
|
Debt securities |
|
- |
|
104,272 |
|
346,001 |
|
- |
|
450,273 |
|
450,273 |
|
- |
|
- |
|
Other financial assets(1) |
|
117,514 |
|
- |
|
- |
|
117,103 |
|
234,617 |
|
- |
|
- |
|
- |
|
Other current and non-current assets |
|
117,514 |
|
229,805 |
|
420,016 |
|
128,741 |
|
896,076 |
|
- |
|
- |
|
- |
|
Financial assets |
|
4,772,355 |
|
501,222 |
|
420,016 |
|
209,830 |
|
5,903,423 |
|
- |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable to unrelated parties |
|
720,307 |
|
- |
|
- |
|
- |
|
720,307 |
|
- |
|
- |
|
- |
|
Accounts payable to related parties |
|
98,905 |
|
- |
|
- |
|
- |
|
98,905 |
|
- |
|
- |
|
- |
|
Short-term debt |
|
904,334 |
|
- |
|
- |
|
- |
|
904,334 |
|
- |
|
- |
|
- |
|
Long-term debt |
|
7,698,334 |
|
- |
|
- |
|
- |
|
7,698,334 |
|
6,482,842 |
|
362,183 |
|
- |
|
Lease liabilities |
|
- |
|
- |
|
- |
|
4,463,122 |
|
4,463,122 |
|
- |
|
- |
|
- |
|
Derivatives - cash flow hedging instruments |
|
- |
|
- |
|
- |
|
790 |
|
790 |
|
- |
|
790 |
|
- |
|
Derivatives - not designated as hedging instruments |
|
- |
|
3,788 |
|
- |
|
- |
|
3,788 |
|
- |
|
3,788 |
|
- |
|
Variable payments outstanding for acquisitions |
|
- |
|
35,781 |
|
- |
|
- |
|
35,781 |
|
- |
|
- |
|
35,781 |
|
Put option liabilities |
|
- |
|
- |
|
- |
|
1,409,209 |
|
1,409,209 |
|
- |
|
- |
|
1,409,209 |
|
Other financial liabilities(2) |
|
1,099,444 |
|
- |
|
- |
|
- |
|
1,099,444 |
|
- |
|
- |
|
- |
|
Other current and non-current liabilities |
|
1,099,444 |
|
39,569 |
|
- |
|
1,409,999 |
|
2,549,012 |
|
- |
|
- |
|
- |
|
Financial liabilities |
|
10,521,324 |
|
39,569 |
|
- |
|
5,873,121 |
|
16,434,014 |
|
- |
|
- |
|
- |
48
Notes to the interim consolidated financial statements
(unaudited)
(in THOUS, except share and per share data)
Carrying amount and fair value of financial instruments
in € THOUS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2022 |
Carrying amount |
Fair value |
||||||||||||||
|
|
|
Amortized |
|
|
|
|
|
Not |
|
|
|
|
|
|
|
|
|
|
cost |
FVPL |
FVOCI |
classified |
Total |
Level 1 |
Level 2 |
Level 3 |
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
1,118,503 |
|
155,284 |
|
- |
|
- |
|
1,273,787 |
|
155,284 |
|
- |
|
- |
|
|
Trade accounts and other receivables from unrelated parties |
3,489,680 |
|
- |
|
- |
|
84,590 |
|
3,574,270 |
|
- |
|
- |
|
- |
|
|
Accounts receivable from related parties |
140,072 |
|
- |
|
- |
|
- |
|
140,072 |
|
- |
|
- |
|
- |
|
|
Derivatives - cash flow hedging instruments |
- |
|
- |
|
- |
|
9,151 |
|
9,151 |
|
- |
|
9,151 |
|
- |
|
|
Derivatives - not designated as hedging instruments |
- |
|
10,627 |
|
- |
|
- |
|
10,627 |
|
- |
|
10,627 |
|
- |
|
|
Equity investments |
- |
|
80,201 |
|
69,792 |
|
- |
|
149,993 |
|
36,227 |
|
70,973 |
|
42,793 |
|
|
Debt securities |
- |
|
106,215 |
|
338,589 |
|
- |
|
444,804 |
|
444,804 |
|
- |
|
- |
|
|
Other financial assets(1) |
121,095 |
|
- |
|
- |
|
128,015 |
|
249,110 |
|
- |
|
- |
|
- |
|
|
Other current and non-current assets |
121,095 |
|
197,043 |
|
408,381 |
|
137,166 |
|
863,685 |
|
- |
|
- |
|
- |
|
|
Financial assets |
4,869,350 |
|
352,327 |
|
408,381 |
|
221,756 |
|
5,851,814 |
|
- |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable to unrelated parties |
813,255 |
|
- |
|
- |
|
- |
|
813,255 |
|
- |
|
- |
|
- |
|
|
Accounts payable to related parties |
118,083 |
|
- |
|
- |
|
- |
|
118,083 |
|
- |
|
- |
|
- |
|
|
Short-term debt |
669,013 |
|
- |
|
- |
|
- |
|
669,013 |
|
- |
|
- |
|
- |
|
|
Long-term debt |
7,864,796 |
|
- |
|
- |
|
- |
|
7,864,796 |
|
6,366,775 |
|
474,930 |
|
- |
|
|
Lease liabilities |
|
- |
|
- |
|
- |
|
4,678,763 |
|
4,678,763 |
|
- |
|
- |
|
- |
|
Derivatives - cash flow hedging instruments |
- |
|
- |
|
- |
|
568 |
|
568 |
|
- |
|
568 |
|
- |
|
|
Derivatives - not designated as hedging instruments |
- |
|
7,422 |
|
- |
|
- |
|
7,422 |
|
- |
|
7,422 |
|
- |
|
|
Variable payments outstanding for acquisitions |
- |
|
37,846 |
|
- |
|
- |
|
37,846 |
|
- |
|
- |
|
37,846 |
|
|
Put option liabilities |
- |
|
- |
|
- |
|
1,468,517 |
|
1,468,517 |
|
- |
|
- |
|
1,468,517 |
|
|
Other financial liabilities(2) |
1,107,827 |
|
- |
|
- |
|
- |
|
1,107,827 |
|
- |
|
- |
|
- |
|
|
Other current and non-current liabilities |
1,107,827 |
|
45,268 |
|
- |
|
1,469,085 |
|
2,622,180 |
|
- |
|
- |
|
- |
|
|
Financial liabilities |
10,572,974 |
|
45,268 |
|
- |
|
6,147,848 |
|
16,766,090 |
|
- |
|
- |
|
- |
|
(1) |
As of June 30, 2023 other financial assets primarily include lease receivables, deposits, guarantees, securities, vendor as well as supplier rebates. As of December 31, 2022, other financial assets primarily include lease receivables, deposits, guarantees, securities, vendor and supplier rebates as well as notes receivable. |
|
(2) |
As of June 30, 2023 and December 31, 2022, other financial liabilities primarily include receivable credit balances and goods and services received. |
Derivative and non-derivative financial instruments are categorized in the following three-tier fair value hierarchy that reflects the significance of the inputs in making the measurements. Level 1 inputs are quoted prices for similar instruments in active markets. Level 2 is defined as using valuation models (i.e. mark-to-model) with input factors that are inputs other than quoted prices in active markets that are directly or indirectly observable. Level 3 is defined as using valuation models (i.e. mark-to-model) with input factors that are unobservable inputs for which little or no market data exists, therefore requiring the Company to develop its own assumptions. Fair value information is not provided for financial instruments, if the carrying amount is a reasonable estimate of fair value due to the relatively short period of maturity of these instruments. This includes cash and cash equivalents measured at amortized costs, trade accounts and other receivables from unrelated parties, accounts receivable from related parties, other financial assets as well as accounts payable to unrelated parties, accounts payable to related parties, short-term debt and other financial liabilities. Transfers between levels of the fair value hierarchy have not occurred as of June 30, 2023 or December 31, 2022. The Company accounts for transfers at the end of the reporting period.
Derivative financial instruments
In order to manage the risk of currency exchange rate and interest rate fluctuations, the Company enters into various hedging transactions by means of derivative instruments with highly rated financial institutions (generally investment grade) as authorized by the Company's
49
Notes to the interim consolidated financial statements
(unaudited)
(in THOUS, except share and per share data)
derivative contracts that do not qualify for hedge accounting but are utilized for economic purposes (economic hedges). The Company does not use financial instruments for trading purposes.
Non-derivative financial instruments
The significant methods and assumptions used for the classification and measurement of non-derivative financial instruments are as follows:
The Company assessed its business models and the cash flow characteristics of its financial assets. The vast majority of the non-derivative financial assets are held in order to collect contractual cash flows. The contractual terms of the financial assets allow the conclusion that the cash flows represent payment of principal and interest only. Trade accounts and other receivables from unrelated parties (including receivables related to the Accounts Receivable Facility, see note 8), Accounts receivable from related parties and Other financial assets are consequently measured at amortized cost.
Cash and cash equivalents are comprised of cash funds and other short-term investments. Cash funds are measured at amortized cost. Short-term investments are highly liquid and readily convertible to known amounts of cash. Short-term investments are measured at fair value through profit or loss (FVPL). The risk of changes in fair value is insignificant.
Equity investments are not held for trading. At initial recognition the Company elected, on an instrument-by-instrument basis, to represent subsequent changes in the fair value of individual strategic investments in OCI. If equity instruments are quoted in an active market, the fair value is based on price quotations at the period-end-date. As necessary, the Company engages external valuation firms to assist in determining the fair value of Level 3 equity investments. The external valuation uses a discounted cash flow model, which includes significant unobservable inputs such as investment specific forecasted financial statements and weighted average cost of capital, that reflects current market assessments as well as a terminal growth rate.
The majority of the debt securities are held within a business model whose objective is achieving both contractual cash flows and selling securities. The standard coupon bonds give rise on specified dates to cash flows that are solely payments of principal and interest on the outstanding principal amount. Subsequently, these financial assets have been classified as fair value through other comprehensive income (FVOCI). The smaller part of debt securities does not give rise to cash flows that are solely payments of principal and interest. Consequently, these securities are measured at FVPL. In general, most of the debt securities are quoted in an active market.
Long-term debt is initially recognized at its fair value and subsequently measured at amortized cost. The fair values of major long-term debt are calculated on the basis of market information. Liabilities for which market quotes are available are measured using these quotes. The fair values of the other long-term debt are calculated at the present value of the respective future cash flows. To determine these present values, the prevailing interest rates and credit spreads for the Company as of the balance sheet date are used.
Variable payments outstanding for acquisitions are recognized at their fair value. The estimation of individual fair values is based on the key inputs of the arrangement that determine the future contingent payment as well as the Company's expectation of these factors. The Company assesses the likelihood and timing of achieving the relevant objectives. The underlying assumptions are reviewed regularly.
Put option liabilities are recognized at the present value of the exercise price of the option. The exercise price of the option is generally based on fair value and, in certain limited instances, might contain a fixed floor price. The methodology the Company uses to estimate the fair values assumes the greater of net book value or a multiple of earnings, based on historical earnings, development stage of the underlying business and other factors. From time to time the Company engages an external valuation firm to assist in the valuation of certain put options. The external valuation assists the Company in estimating the fair values using a combination of discounted cash flows and a multiple of earnings and/or revenue. Under those limited circumstances in which the put option might contain a fixed floor price, the external valuation firm may assist the Company with the valuation by performing a Monte Carlo Simulation analysis to simulate the exercise price. The put option liabilities are discounted at a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the liability. The estimated fair values of these put options can also fluctuate, and the discounted cash flows as well as the implicit multiple of earnings and/or revenue at which these obligations may ultimately be settled could vary significantly from the Company's current estimates depending upon market conditions. For the purpose of analyzing the impact of changes in unobservable inputs on the fair value measurement of put option liabilities, the Company assumes an increase on earnings (or enterprise value for the put options granted in the InterWell Health business combination) of 10% compared to the actual estimation as of the balance sheet date. The corresponding increase in fair value of €115,000 is then compared to the total liabilities and the shareholder's equity of the Company. This analysis shows that an increase of 10% in the relevant earnings (or enterprise value for the put options granted in the InterWell Health business combination) would have an effect of less than 1% on the total liabilities and less than 1% on the shareholder's equity of the Company.
50
Notes to the interim consolidated financial statements
(unaudited)
(in THOUS, except share and per share data)
The following table provides a reconciliation of Level 3 financial instruments at June 30, 2023 and December 31, 2022:
Reconciliation from beginning to ending balance of level 3 financial instruments
in € THOUS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 |
2022 |
||||||||||
|
|
|
|
Variable |
|
|
|
Variable |
|
||||
|
|
|
|
payments |
|
|
|
|
payments |
|
|
||
|
|
|
|
|
outstanding |
|
|
|
|
outstanding |
|
|
|
|
|
|
Equity |
|
for |
|
Put option |
|
Equity |
|
for |
|
Put option |
|
|
investments |
acquisitions |
liabilities |
investments |
acquisitions |
liabilities |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance at January 1, |
42,793 |
|
37,846 |
|
1,468,517 |
|
50,679 |
|
47,690 |
|
992,423 |
|
|
Increase |
|
2,792 |
|
1,080 |
|
18,267 |
|
2,804 |
|
46 |
|
646,271 |
|
Decrease |
|
- |
|
(2,570) |
|
(35,906) |
|
- |
|
(6,499) |
|
(7,026) |
|
Gain / loss recognized in profit or loss (1) |
|
2,259 |
|
(433) |
|
- |
|
(13,968) |
|
(3,904) |
|
- |
|
Gain / loss recognized in equity |
- |
|
- |
|
(15,774) |
|
- |
|
- |
|
(180,431) |
|
|
Foreign currency translation and other changes |
|
(816) |
|
(142) |
|
(25,895) |
|
3,278 |
|
513 |
|
17,280 |
|
Ending balance at June 30, and December 31, |
|
47,028 |
|
35,781 |
|
1,409,209 |
|
42,793 |
|
37,846 |
|
1,468,517 |
| (1) | Includes realized and unrealized gains / losses. |
13. Segment and corporate information
Effective as of January 1, 2023, the Company commenced reporting reflecting its new global operating model in which the Company reorganized its business into two global operating, and reportable, segments: the Care Enablement segment and the Care Delivery segment. The operating segments are determined based upon how the Company manages its businesses and allocates resources with responsibilities by products and services and is aligned to the financial information that is presented on a quarterly basis to the chief operating decision maker. The Care Enablement segment is primarily engaged in the distribution of products and equipment, including research and development, manufacturing, supply chain and commercial operations, as well as supporting functions, such as regulatory and quality management. The Care Delivery segment is primarily engaged in providing health care services for the treatment of ESRD and other extracorporeal therapies, including value and risk-based care programs. Care Delivery also includes the pharmaceutical products business and the income from equity method investees related to the sale of certain renal pharmaceuticals from
The Company's Global Medical Office, which seeks to optimize medical treatments and clinical processes within the Company and supports both Care Delivery and Care Enablement, is centrally managed and its profit and loss are allocated to the segments. Similarly, the Company allocates costs related primarily to headquarters' overhead charges, including accounting and finance as well as certain human resources, legal and IT costs, as the Company believes that these costs are attributable to the segments and used in the allocation of resources to Care Delivery and Care Enablement. These costs are allocated at budgeted amounts, with the difference between budgeted and actual figures recorded at the corporate level. However, certain costs, which relate mainly to shareholder activities, management activities, global internal audit and the remeasurement of certain investments are not allocated to a segment but are accounted for as corporate expenses. These activities do not fulfill the definition of a segment according to IFRS 8, Operating Segments and are reported separately as Corporate (Corporate). Financing is a corporate function which is not controlled by the operating segments. Therefore, the Company does not include interest expense relating to financing as a segment measurement. In addition, the Company does not include income taxes as it believes taxes are outside the segments' control.
Management evaluates each segment using measures that reflect all of the segment's controllable revenues and expenses. With respect to the performance of business operations, management believes that the most appropriate measures are revenue and operating income. The Company transfers products between segments at fair market value. The associated internal revenues and expenses and any remaining internally generated profit or loss for the product transfers are recorded within the operating segments initially, are eliminated upon consolidation and are included within "Inter-segment eliminations." Capital expenditures for production are based on the expected demand of the segments and consolidated profitability considerations.
51
Notes to the interim consolidated financial statements
(unaudited)
(in THOUS, except share and per share data)
Information pertaining to the Company's segment and Corporate activities for the three and six months ended June 30, 2023 and 2022 is set forth below. Following the change in the composition of the Company's reportable segments, the information presented for the prior period has been restated in accordance with IFRS 8:
Segment and corporate information
in € THOUS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
Care |
Total |
Inter-segment |
|
|
|
|
||||
|
|
Care Delivery |
Enablement |
Segment |
eliminations |
Corporate |
Total |
||||||
|
Three months ended June 30, 2023 |
||||||||||||
|
Revenue from health care services (1) |
|
3,671,802 |
|
- |
|
3,671,802 |
|
- |
|
- |
|
3,671,802 |
|
Revenue from health care products (1) |
|
43,914 |
|
943,550 |
|
987,464 |
|
- |
|
- |
|
987,464 |
|
Revenue from contracts with customers (1) |
|
3,715,716 |
|
943,550 |
|
4,659,266 |
|
- |
|
- |
|
4,659,266 |
|
Revenue from insurance contracts (1) |
|
156,826 |
|
- |
|
156,826 |
|
- |
|
- |
|
156,826 |
|
Revenue from lease contracts (1) |
|
- |
|
9,184 |
|
9,184 |
|
- |
|
- |
|
9,184 |
|
Revenue from external customers |
|
3,872,542 |
|
952,734 |
|
4,825,276 |
|
- |
|
- |
|
4,825,276 |
|
Inter-segment revenue |
|
- |
|
372,006 |
|
372,006 |
|
(372,006) |
|
- |
|
- |
|
Revenue |
|
3,872,542 |
|
1,324,740 |
|
5,197,282 |
|
(372,006) |
|
- |
|
4,825,276 |
|
Operating income (loss) |
|
384,254 |
|
1,536 |
|
385,790 |
|
(3,880) |
|
(25,283) |
|
356,627 |
|
Interest |
|
|
|
|
|
|
|
|
|
|
|
(80,543) |
|
Income before income taxes |
|
|
|
|
|
|
|
|
|
|
|
276,084 |
|
Depreciation and amortization |
|
(283,026) |
|
(115,438) |
|
(398,464) |
|
9,866 |
|
(17,466) |
|
(406,064) |
|
Impairment loss |
|
(20,189) |
|
(7,938) |
|
(28,127) |
|
- |
|
- |
|
(28,127) |
|
Income (loss) from equity method investees |
|
45,550 |
|
2,720 |
|
48,270 |
|
- |
|
- |
|
48,270 |
|
Additions of property, plant and equipment, intangible assets and right-of-use assets (1) |
|
197,342 |
|
107,594 |
|
304,936 |
|
- |
|
10,781 |
|
315,717 |
|
Three months ended June 30, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue from health care services (1) |
|
3,640,283 |
|
- |
|
3,640,283 |
|
- |
|
- |
|
3,640,283 |
|
Revenue from health care products (1) |
|
39,662 |
|
910,064 |
|
949,726 |
|
- |
|
- |
|
949,726 |
|
Revenue from contracts with customers (1) |
|
3,679,945 |
|
910,064 |
|
4,590,009 |
|
- |
|
- |
|
4,590,009 |
|
Revenue from insurance contracts (1) |
|
141,637 |
|
- |
|
141,637 |
|
- |
|
- |
|
141,637 |
|
Revenue from lease contracts (1) |
|
- |
|
25,034 |
|
25,034 |
|
- |
|
- |
|
25,034 |
|
Revenue from external customers |
|
3,821,582 |
|
935,098 |
|
4,756,680 |
|
- |
|
- |
|
4,756,680 |
|
Inter-segment revenue |
|
- |
|
383,199 |
|
383,199 |
|
(383,199) |
|
- |
|
- |
|
Revenue |
|
3,821,582 |
|
1,318,297 |
|
5,139,879 |
|
(383,199) |
|
- |
|
4,756,680 |
|
Operating income (loss) |
|
433,080 |
|
(10,511) |
|
422,569 |
|
1,796 |
|
(83,855) |
|
340,510 |
|
Interest |
|
|
|
|
|
|
|
|
|
|
|
(71,579) |
|
Income before income taxes |
|
|
|
|
|
|
|
|
|
|
|
268,931 |
|
Depreciation and amortization |
|
(298,656) |
|
(113,194) |
|
(411,850) |
|
3,668 |
|
(13,834) |
|
(422,016) |
|
Impairment loss |
|
(551) |
|
(42) |
|
(593) |
|
- |
|
(141) |
|
(734) |
|
Income (loss) from equity method investees |
|
24,088 |
|
(4,721) |
|
19,367 |
|
- |
|
- |
|
19,367 |
|
Additions of property, plant and equipment, intangible assets and right- of-use assets (1) |
|
223,338 |
|
83,923 |
|
307,261 |
|
- |
|
15,572 |
|
322,833 |
52
Notes to the interim consolidated financial statements
(unaudited)
(in THOUS, except share and per share data)
Segment and corporate information (continued)
in € THOUS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Care |
|
Inter-segment |
|
|
||||||
|
|
|
Care Delivery |
|
Enablement |
|
Total Segment |
|
eliminations |
|
Corporate |
|
Total |
|
Six months ended June 30, 2023 |
|
|
|
|
|
|
||||||
|
Revenue from health care services(1) |
7,244,137 |
- |
7,244,137 |
- |
- |
7,244,137 |
||||||
|
Revenue from health care products(1) |
86,730 |
1,877,303 |
1,964,033 |
- |
- |
1,964,033 |
||||||
|
Revenue from contracts with customers(1) |
7,330,867 |
1,877,303 |
9,208,170 |
- |
- |
9,208,170 |
||||||
|
Revenue from insurance contracts(1) |
297,222 |
- |
297,222 |
- |
- |
297,222 |
||||||
|
Revenue from lease contracts(1) |
- |
24,102 |
24,102 |
- |
- |
24,102 |
||||||
|
Revenue from external customers |
7,628,089 |
1,901,405 |
9,529,494 |
- |
- |
9,529,494 |
||||||
|
Inter-segment revenue |
- |
733,864 |
733,864 |
(733,864) |
- |
- |
||||||
|
Revenue |
7,628,089 |
2,635,269 |
10,263,358 |
(733,864) |
- |
9,529,494 |
||||||
|
Operating income (loss) |
668,739 |
(22,939) |
645,800 |
(13,132) |
(15,104) |
617,564 |
||||||
|
Interest |
|
|
|
|
|
(163,115) |
||||||
|
Income before income taxes |
|
|
|
|
|
454,449 |
||||||
|
Depreciation and amortization |
(571,255) |
(230,473) |
(801,728) |
19,582 |
(35,523) |
(817,669) |
||||||
|
Impairment loss |
(22,105) |
(32,231) |
(54,336) |
- |
- |
(54,336) |
||||||
|
Income (loss) from equity method investees |
71,651 |
4,133 |
75,784 |
- |
- |
75,784 |
||||||
|
Total assets(1) |
40,909,915 |
14,883,693 |
55,793,608 |
(30,077,381) |
9,243,911 |
34,960,138 |
||||||
|
thereof investment in equity method investees(1) |
360,550 |
335,838 |
696,388 |
- |
- |
696,388 |
||||||
|
Additions of property, plant and equipment, intangible assets and right-of-use assets(1) |
385,828 |
216,883 |
602,711 |
- |
23,593 |
626,304 |
||||||
|
|
|
|
|
|
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|
Six months ended June 30, 2022 |
|
|
|
|
|
|
||||||
|
Revenue from health care services(1) |
7,132,798 |
- |
7,132,798 |
- |
- |
7,132,798 |
||||||
|
Revenue from health care products(1) |
80,244 |
1,781,464 |
1,861,708 |
- |
- |
1,861,708 |
||||||
|
Revenue from contracts with customers(1) |
7,213,042 |
1,781,464 |
8,994,506 |
- |
- |
8,994,506 |
||||||
|
Revenue from insurance contracts(1) |
255,929 |
- |
255,929 |
- |
- |
255,929 |
||||||
|
Revenue from lease contracts(1) |
- |
54,614 |
54,614 |
- |
- |
54,614 |
||||||
|
Revenue from external customers |
7,468,971 |
1,836,078 |
9,305,049 |
- |
- |
9,305,049 |
||||||
|
Inter-segment revenue |
- |
749,488 |
749,488 |
(749,488) |
- |
- |
||||||
|
Revenue |
7,468,971 |
2,585,566 |
10,054,537 |
(749,488) |
- |
9,305,049 |
||||||
|
Operating income (loss) |
730,578 |
58,677 |
789,255 |
(6,862) |
(94,215) |
688,178 |
||||||
|
Interest |
|
|
|
|
|
(140,676) |
||||||
|
Income before income taxes |
|
|
|
|
|
547,502 |
||||||
|
Depreciation and amortization |
(592,025) |
(223,358) |
(815,383) |
7,150 |
(27,949) |
(836,182) |
||||||
|
Impairment loss |
|
(2,711) |
|
(930) |
|
(3,641) |
|
- |
|
(1,884) |
|
(5,525) |
|
Income (loss) from equity method investees |
|
40,330 |
|
(10,476) |
|
29,854 |
|
- |
|
- |
|
29,854 |
|
Total assets(1) |
|
41,789,859 |
|
13,956,883 |
|
55,746,742 |
|
(28,062,867) |
|
8,385,851 |
|
36,069,726 |
|
thereof investment in equity method investees(1) |
|
436,001 |
|
298,733 |
|
734,734 |
|
- |
|
- |
|
734,734 |
|
Additions of property, plant and equipment, intangible assets and right-of-use assets(1) |
|
412,178 |
|
159,907 |
|
572,085 |
|
- |
|
29,763 |
|
601,848 |
|
(1) |
These line items are included to comply with requirements under IFRS 8 and IFRS 15 or are provided on a voluntary basis, but not included in the information regularly reviewed by the chief operating decision maker. |
53
Notes to the interim consolidated financial statements
(unaudited)
(in THOUS, except share and per share data)
14. Events occurring after the balance sheet date
On February 21, 2023, the supervisory board of Management AG approved the Management Board's resolution to initiate firm plans for a change of the legal form of the Company from a KGaA into an AG. An EGM of the Company was held on July 14, 2023 to resolve on the Conversion. In connection with the EGM, the Company filed a registration statement on Form F-4 with the
At the EGM, shareholders voted on resolutions on:
(i) the Conversion, including the change of the Company's name to Fresenius Medical Care AG (FME AG);
(ii) the election of four of the members of FME AG's supervisory board (FME AG Supervisory Board) to be elected by the shareholders of FME AG; and
(iii) the confirmation of the election of PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft as auditor and group auditor for fiscal year 2023, as well as the auditor for the potential review of interim financial information.
Each of the resolutions noted above was passed.
Upon effectiveness of the Conversion, which will occur upon registration of the Conversion with the competent commercial register, Management AG, a subsidiary of
The following persons proposed for election as four of the six shareholder representatives of the FME AG Supervisory Board were elected by the Company's shareholders at the EGM:
|
a. |
Mr. |
|
b. |
Dr. |
|
c. |
Mr. |
|
d. |
Ms. |
54
Notes to the interim consolidated financial statements
(unaudited)
(in THOUS, except share and per share data)
The employee representatives of the FME AG Supervisory Board would be elected in accordance with the German Co-Determination Act (Mitbestimmungsgesetz). To create parity on the FME AG Supervisory Board before the election process has been completed, the Company intends to start a formal filing to the local court (Amtsgericht) for an interim court appointment of employee representatives in the FME AG Supervisory Board. Such a court appointment is a standard procedure, and the Company expects the general works council or relevant trade unions to proceed accordingly.
The current members of the Management Board (
On July 10, 2023, the Company announced the appointment of
No other significant events have taken place subsequent to the balance sheet date June 30, 2023 that have a material impact on the key figures and earnings presented. Currently, there are no other significant changes in the Company's structure, management, legal form or personnel.
55
Quantitative and qualitative disclosures about market risk
The information in note 23 of the notes to the consolidated financial statements included in the Company's Annual Report on Form 20-F for the year ended December 31, 2022, is incorporated by this reference.
56
Controls and procedures
The Company is a "foreign private issuer" within the meaning of Rule 3b-4(c) under the Securities Exchange Act of 1934, as amended (the Exchange Act). As such, the Company is not required to file quarterly reports with the Securities and Exchange Commission (the Commission) and is required to provide an evaluation of the effectiveness of its disclosure controls and procedures, to disclose significant changes in its internal control over financial reporting and to provide certifications of its Chief Executive Officer and Chief Financial Officer under Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 only in its Annual Report on Form 20-F. The Company furnishes quarterly financial information to the Commission and such certifications under cover of Form 6-K on a voluntary basis and pursuant to the provisions of the Company's pooling agreement entered into for the benefit of the public holders of our shares. The pooling agreement will terminate upon effectiveness of the Conversion. While the Company currently expects to adhere to the reporting and certain other requirements of the pooling agreement, there can be no assurance that the Company will continue to do so.
In connection with such voluntary reporting, the Company's management, including the Chief Executive Officer and acting Chief Financial Officer of the Company's
57
OTHER INFORMATION
Legal proceedings
The information in note 11 of the notes to the consolidated financial statements (unaudited), presented elsewhere in this report, is incorporated by this reference.
Submission of Matters to a Vote of Security Holders
The Company held its Annual General Meeting (AGM) in
At the meeting 255,611,737 shares with the same number of votes were represented (including postal votes). This corresponds to 87.12% of the registered capital.
The resolutions proposed for action by the ordinary shareholders at the AGM and the voting results thereon are as follows:
|
|
|
|
|
|
|
|
|
|
|
Votes |
||||
|
|
|
|
|
(in percentage of |
||
|
|
|
|
|
shares actually voting) |
||
|
|
|
Resolution |
|
In Favor |
Opposed |
|
|
|
|
|
|
|
|
|
|
Item 1 |
|
Resolution on the approval of the annual financial statements of |
|
99.99% |
0.01% |
|
|
|
|
|
|
|
|
|
|
Item 2 |
Resolution on the allocation of distributable profit |
99.99% |
0.01% |
|||
|
|
|
|
|
|
|
|
|
Item 3 |
Resolution on the approval of the actions of the General Partner for fiscal year 2022 |
99.09% |
0.91% |
|||
|
|
|
|
|
|
|
|
|
Item 4 |
Resolution on the approval of the actions of the Supervisory Board for fiscal year 2022 |
91.46% |
8.54% |
|||
|
|
|
|
|
|
|
|
|
Item 5 |
Election of the auditor and consolidated group auditor for fiscal year 2023 as well as the auditor for the potential review of interim financial information |
97.51% |
2.49% |
|||
|
|
|
|
|
|
|
|
|
Item 6 |
Resolution on the approval of the compensation report for fiscal year 2022 |
61.08% |
38.92% |
|||
|
|
|
|
|
|
|
|
|
Item 7 |
Resolution on an amendment to Article 14 of the Articles of Association to include an authorization of the General Partner to provide for the holding of virtual General Meetings |
88.11% |
11.89% |
The Company held an in-person Extraordinary General Meeting (EGM) in
At the meeting 250,990,923 shares with the same number of votes were represented. This corresponds to 85.54% of the registered capital.
58
The resolutions proposed for action by the ordinary shareholders at the EGM and the voting results thereon are as follows:
|
|
|
|
|
|
|
|
|
|
|
Votes |
||||
|
|
|
|
|
(in percentage of |
||
|
|
|
|
|
shares actually voting) |
||
|
|
|
Resolution |
|
In Favor |
Opposed |
|
|
|
|
|
|
|
|
|
|
Item 1 |
|
Resolution on the conversion of the Company into the legal form of a stock corporation |
|
99.88% |
|
0.12% |
|
|
|
|
|
|
|
|
|
Item 2.1 |
Resolution on the election of the members of the supervisory board of Fresenius Medical Care AG - |
97.15% |
|
2.85% |
||
|
|
|
|
|
|
|
|
|
Item 2.2 |
|
Resolution on the election of the members of the supervisory board of Fresenius Medical Care AG - Dr. |
|
98.76% |
|
1.24% |
|
|
|
|
|
|
|
|
|
Item 2.3 |
|
Resolution on the election of the members of the supervisory board of Fresenius Medical Care AG - |
|
92.63% |
|
7.37% |
|
|
|
|
|
|
|
|
|
Item 2.4 |
|
Resolution on the election of the members of the supervisory board of Fresenius Medical Care AG - |
|
93.79% |
|
6.21% |
|
|
|
|
|
|
|
|
|
Item 3 |
Resolution on the confirmation of the election of PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft as auditor and group auditor for fiscal year 2023, as well as the auditor for the potential review of interim financial information |
99.73% |
|
0.27% |
59
Exhibits
The following exhibits are filed within this Report:
60
SIGNATURES
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.
DATE: August 2, 2023
|
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|
a partnership limited by shares, represented by: |
|
|
|
|
|
|
|
FRESENIUS MEDICAL CARE MANAGEMENT AG, |
|
|
|
its |
|
|
|
|
|
|
|
By: |
/s/ |
|
|
|
|
|
|
|
|
|
|
Title: |
Chief Executive Officer, Chair of the Management Board of the General Partner and acting Chief Financial Officer |
|
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|
|
|
|
By: |
/s/ |
|
|
|
|
|
|
|
|
|
|
Title: |
Executive Vice President, Head of Global Accounting & Controlling |
61
Attachments
Disclaimer
FMC -



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