|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
|
|
|
Delaware
|
|
51-0354549
|
(State of incorporation)
|
|
(I.R.S. Employer Identification No.)
|
2000 16th Street
|
||
Denver,
|
CO
|
80202
|
Title of each class:
|
|
Trading symbol(s):
|
|
Name of each exchange on which registered:
|
Common Stock, $0.001 par value
|
|
DVA
|
|
NYSE
|
|
|
|
|
|
Large accelerated filer
|
☒
|
Accelerated filer
|
☐
|
|
|
|
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
☐
|
|
|
|
|
Emerging growth company
|
☐
|
|
|
|
|
|
|
|
|
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|
|
Page No.
|
|
|
PART I. FINANCIAL INFORMATION
|
|
|
|
|
|
|
|
Item 1.
|
|
|
|
|
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
||
Item 2.
|
|
|
||
Item 3.
|
|
|
||
Item 4.
|
|
|
||
|
|
|
|
|
|
|
PART II. OTHER INFORMATION
|
|
|
Item 1.
|
|
|
||
Item 1A.
|
|
|
||
Item 2.
|
|
|
||
Item 6.
|
|
|
||
|
|
|
|
|
Three months ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Dialysis patient service revenues
|
$
|
2,713,281
|
|
|
$
|
2,629,689
|
|
Other revenues
|
127,956
|
|
|
113,423
|
|
||
Total revenues
|
2,841,237
|
|
|
2,743,112
|
|
||
Operating expenses and charges:
|
|
|
|
|
|
||
Patient care costs
|
1,975,449
|
|
|
1,964,935
|
|
||
General and administrative
|
263,576
|
|
|
250,813
|
|
||
Depreciation and amortization
|
154,679
|
|
|
148,528
|
|
||
Equity investment income
|
(17,843
|
)
|
|
(2,708
|
)
|
||
Goodwill impairment charges
|
—
|
|
|
41,037
|
|
||
Total operating expenses and charges
|
2,375,861
|
|
|
2,402,605
|
|
||
Operating income
|
465,376
|
|
|
340,507
|
|
||
Debt expense
|
(88,603
|
)
|
|
(131,519
|
)
|
||
Debt refinancing charges
|
(2,948
|
)
|
|
—
|
|
||
Other (loss) income, net
|
(4,350
|
)
|
|
6,940
|
|
||
Income from continuing operations before income taxes
|
369,475
|
|
|
215,928
|
|
||
Income tax expense
|
91,560
|
|
|
56,746
|
|
||
Net income from continuing operations
|
277,915
|
|
|
159,182
|
|
||
Net income from discontinued operations, net of tax
|
9,980
|
|
|
30,305
|
|
||
Net income
|
287,895
|
|
|
189,487
|
|
||
Less: Net income attributable to noncontrolling interests
|
(48,302
|
)
|
|
(40,198
|
)
|
||
Net income attributable to DaVita Inc.
|
$
|
239,593
|
|
|
$
|
149,289
|
|
Earnings per share attributable to DaVita Inc.:
|
|
|
|
|
|
||
Basic net income from continuing operations per share
|
$
|
1.84
|
|
|
$
|
0.72
|
|
Basic net income per share
|
$
|
1.92
|
|
|
$
|
0.90
|
|
Diluted net income from continuing operations per share
|
$
|
1.81
|
|
|
$
|
0.72
|
|
Diluted net income per share
|
$
|
1.89
|
|
|
$
|
0.90
|
|
Weighted average shares for earnings per share:
|
|
|
|
||||
Basic
|
124,901,671
|
|
|
166,387,958
|
|
||
Diluted
|
126,894,847
|
|
|
166,780,657
|
|
||
Amounts attributable to DaVita Inc.:
|
|
|
|
||||
Net income from continuing operations
|
$
|
229,613
|
|
|
$
|
120,254
|
|
Net income from discontinued operations
|
9,980
|
|
|
29,035
|
|
||
Net income attributable to DaVita Inc.
|
$
|
239,593
|
|
|
$
|
149,289
|
|
|
Three months ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Net income
|
$
|
287,895
|
|
|
$
|
189,487
|
|
Other comprehensive income, net of tax:
|
|
|
|
|
|
||
Unrealized losses on interest rate cap agreements:
|
|
|
|
|
|
||
Unrealized losses
|
(13,018
|
)
|
|
(580
|
)
|
||
Reclassifications of net realized losses into net income
|
1,623
|
|
|
1,606
|
|
||
Unrealized losses on foreign currency translation:
|
|
|
|
|
|||
Foreign currency translation adjustments
|
(81,632
|
)
|
|
(13,653
|
)
|
||
Other comprehensive loss
|
(93,027
|
)
|
|
(12,627
|
)
|
||
Total comprehensive income
|
194,868
|
|
|
176,860
|
|
||
Less: Comprehensive income attributable to noncontrolling interests
|
(48,302
|
)
|
|
(40,198
|
)
|
||
Comprehensive income attributable to DaVita Inc.
|
$
|
146,566
|
|
|
$
|
136,662
|
|
|
March 31,
2020 |
|
December 31,
2019 |
||||
ASSETS
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
1,381,764
|
|
|
$
|
1,102,372
|
|
Restricted cash and equivalents
|
106,724
|
|
|
106,346
|
|
||
Short-term investments
|
9,376
|
|
|
11,572
|
|
||
Accounts receivable
|
1,820,132
|
|
|
1,795,598
|
|
||
Inventories
|
95,685
|
|
|
97,949
|
|
||
Other receivables
|
519,081
|
|
|
489,695
|
|
||
Prepaid and other current assets
|
59,853
|
|
|
66,866
|
|
||
Income tax receivable
|
31,324
|
|
|
19,772
|
|
||
Total current assets
|
4,023,939
|
|
|
3,690,170
|
|
||
Property and equipment, net of accumulated depreciation of $4,092,166 and $3,969,566, respectively
|
3,445,423
|
|
|
3,473,384
|
|
||
Operating lease right-of-use assets
|
2,847,776
|
|
|
2,830,047
|
|
||
Intangible assets, net of accumulated amortization of $84,643 and $81,922, respectively
|
117,953
|
|
|
135,684
|
|
||
Equity method and other investments
|
254,499
|
|
|
241,983
|
|
||
Long-term investments
|
34,657
|
|
|
36,519
|
|
||
Other long-term assets
|
94,030
|
|
|
115,972
|
|
||
Goodwill
|
6,778,023
|
|
|
6,787,635
|
|
||
|
$
|
17,596,300
|
|
|
$
|
17,311,394
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
||
Accounts payable
|
$
|
340,092
|
|
|
$
|
403,840
|
|
Other liabilities
|
757,784
|
|
|
756,174
|
|
||
Accrued compensation and benefits
|
596,999
|
|
|
695,052
|
|
||
Current portion of operating lease liabilities
|
356,033
|
|
|
343,912
|
|
||
Current portion of long-term debt
|
146,318
|
|
|
130,708
|
|
||
Income tax payable
|
23,520
|
|
|
42,412
|
|
||
Total current liabilities
|
2,220,746
|
|
|
2,372,098
|
|
||
Long-term operating lease liabilities
|
2,734,370
|
|
|
2,723,800
|
|
||
Long-term debt
|
8,442,136
|
|
|
7,977,526
|
|
||
Other long-term liabilities
|
161,940
|
|
|
160,809
|
|
||
Deferred income taxes
|
675,728
|
|
|
577,543
|
|
||
Total liabilities
|
14,234,920
|
|
|
13,811,776
|
|
||
Commitments and contingencies
|
|
|
|
||||
Noncontrolling interests subject to put provisions
|
1,228,036
|
|
|
1,180,376
|
|
||
Equity:
|
|
|
|
|
|
||
Preferred stock ($0.001 par value, 5,000,000 shares authorized; none issued)
|
—
|
|
|
—
|
|
||
Common stock ($0.001 par value, 450,000,000 shares authorized; 125,857,178 and 121,804,880
shares issued and outstanding at March 31, 2020, respectively and 125,842,853 shares issued and outstanding at December 31, 2019) |
126
|
|
|
126
|
|
||
Additional paid-in capital
|
720,053
|
|
|
749,043
|
|
||
Retained earnings
|
1,671,331
|
|
|
1,431,738
|
|
||
Treasury stock (4,052,298 and zero shares, respectively)
|
(303,139
|
)
|
|
—
|
|
||
Accumulated other comprehensive loss
|
(140,525
|
)
|
|
(47,498
|
)
|
||
Total DaVita Inc. shareholders' equity
|
1,947,846
|
|
|
2,133,409
|
|
||
Noncontrolling interests not subject to put provisions
|
185,498
|
|
|
185,833
|
|
||
Total equity
|
2,133,344
|
|
|
2,319,242
|
|
||
|
$
|
17,596,300
|
|
|
$
|
17,311,394
|
|
|
Three months ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Cash flows from operating activities:
|
|
|
|
|
|
||
Net income
|
$
|
287,895
|
|
|
$
|
189,487
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|||
Depreciation and amortization
|
154,679
|
|
|
148,528
|
|
||
Impairment charges
|
—
|
|
|
41,037
|
|
||
Debt refinancing charges
|
884
|
|
|
—
|
|
||
Stock-based compensation expense
|
19,870
|
|
|
12,110
|
|
||
Deferred income taxes
|
103,301
|
|
|
41,372
|
|
||
Equity investment loss, net
|
(9,482
|
)
|
|
(337
|
)
|
||
Other non-cash charges, net
|
5,055
|
|
|
1,720
|
|
||
Changes in operating assets and liabilities, net of effect of acquisitions and divestitures:
|
|
|
|
||||
Accounts receivable
|
(32,966
|
)
|
|
(132,292
|
)
|
||
Inventories
|
1,835
|
|
|
3,324
|
|
||
Other receivables and other current assets
|
(24,965
|
)
|
|
1,199
|
|
||
Other long-term assets
|
2,673
|
|
|
(1,997
|
)
|
||
Accounts payable
|
(24,045
|
)
|
|
(38,537
|
)
|
||
Accrued compensation and benefits
|
(96,428
|
)
|
|
(173,583
|
)
|
||
Other current liabilities
|
3,982
|
|
|
17,236
|
|
||
Income taxes
|
(32,616
|
)
|
|
32,502
|
|
||
Other long-term liabilities
|
709
|
|
|
(465
|
)
|
||
Net cash provided by operating activities
|
360,381
|
|
|
141,304
|
|
||
Cash flows from investing activities:
|
|
|
|
|
|||
Additions of property and equipment
|
(154,942
|
)
|
|
(198,878
|
)
|
||
Acquisitions
|
(34,107
|
)
|
|
(11,274
|
)
|
||
Proceeds from asset and business sales
|
31,518
|
|
|
13,903
|
|
||
Purchase of debt investments held-to-maturity
|
(5,049
|
)
|
|
(209
|
)
|
||
Purchase of other debt and equity investments
|
(2,633
|
)
|
|
(3,290
|
)
|
||
Proceeds from debt investments held-to-maturity
|
5,049
|
|
|
—
|
|
||
Proceeds from sale of other debt and equity investments
|
3,268
|
|
|
3,302
|
|
||
Purchase of equity method investments
|
(6,174
|
)
|
|
(4,067
|
)
|
||
Distributions from equity method investments
|
445
|
|
|
155
|
|
||
Net cash used in investing activities
|
(162,625
|
)
|
|
(200,358
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Borrowings
|
570,779
|
|
|
17,133,464
|
|
||
Payments on long-term debt and other financing costs
|
(104,942
|
)
|
|
(16,776,267
|
)
|
||
Purchase of treasury stock
|
(321,798
|
)
|
|
—
|
|
||
Distributions to noncontrolling interests
|
(58,131
|
)
|
|
(44,230
|
)
|
||
Stock award exercises and other share issuances, net
|
2,397
|
|
|
1,517
|
|
||
Contributions from noncontrolling interests
|
9,387
|
|
|
18,947
|
|
||
Purchases of noncontrolling interests
|
(700
|
)
|
|
(8,480
|
)
|
||
Net cash provided by financing activities
|
96,992
|
|
|
324,951
|
|
||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
(14,978
|
)
|
|
(921
|
)
|
||
Net increase in cash, cash equivalents and restricted cash
|
279,770
|
|
|
264,976
|
|
||
Less: Net increase in cash, cash equivalents and restricted cash from discontinued operations
|
—
|
|
|
118,962
|
|
||
Net increase in cash, cash equivalents and restricted cash from continuing operations
|
279,770
|
|
|
146,014
|
|
||
Cash, cash equivalents and restricted cash of continuing operations at beginning of the year
|
1,208,718
|
|
|
415,420
|
|
||
Cash, cash equivalents and restricted cash of continuing operations at end of the year
|
$
|
1,488,488
|
|
|
$
|
561,434
|
|
|
Three months ended March 31, 2020
|
||||||||||||||||||||||||||||||||||||
|
Non-
controlling interests subject to put provisions |
|
DaVita Inc. Shareholders’ Equity
|
|
Non-
controlling interests not subject to put provisions |
||||||||||||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||||||||||||||
|
|
Common stock
|
|
Additional
paid-in capital |
|
Retained
earnings |
|
Treasury stock
|
|
Accumulated
other comprehensive loss |
|
|
|
||||||||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
|
|
Shares
|
|
Amount
|
|
|
Total
|
|
|||||||||||||||||||||||
Balance at December 31, 2019
|
$
|
1,180,376
|
|
|
125,843
|
|
|
$
|
126
|
|
|
$
|
749,043
|
|
|
$
|
1,431,738
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
(47,498
|
)
|
|
$
|
2,133,409
|
|
|
$
|
185,833
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Net income
|
32,176
|
|
|
|
|
|
|
|
|
239,593
|
|
|
|
|
|
|
|
|
239,593
|
|
|
16,126
|
|
||||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(93,027
|
)
|
|
(93,027
|
)
|
|
|
||||||||||||||||
Stock purchase shares issued
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|||||||||||||||||
Stock unit shares issued
|
|
|
8
|
|
|
|
|
(75
|
)
|
|
|
|
|
|
|
|
|
|
(75
|
)
|
|
|
|||||||||||||||
Stock-settled SAR shares
issued |
|
|
6
|
|
|
|
|
(245
|
)
|
|
|
|
|
|
|
|
|
|
(245
|
)
|
|
|
|||||||||||||||
Stock-settled stock-based
compensation expense |
|
|
|
|
|
|
19,797
|
|
|
|
|
|
|
|
|
|
|
19,797
|
|
|
|
||||||||||||||||
Changes in noncontrolling
interest from: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Distributions
|
(37,566
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(20,565
|
)
|
|||||||||||||||
Contributions
|
5,283
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,104
|
|
|||||||||||||||
Partial purchases
|
(255
|
)
|
|
|
|
|
|
(445
|
)
|
|
|
|
|
|
|
|
|
|
|
|
(445
|
)
|
|
|
|
||||||||||||
Fair value remeasurements
|
48,022
|
|
|
|
|
|
|
(48,022
|
)
|
|
|
|
|
|
|
|
|
|
(48,022
|
)
|
|
|
|||||||||||||||
Purchase of treasury stock
|
|
|
|
|
|
|
|
|
|
|
(4,052
|
)
|
|
(303,139
|
)
|
|
|
|
(303,139
|
)
|
|
|
|
||||||||||||||
Balance at March 31, 2020
|
$
|
1,228,036
|
|
|
125,857
|
|
|
$
|
126
|
|
|
$
|
720,053
|
|
|
$
|
1,671,331
|
|
|
(4,052
|
)
|
|
$
|
(303,139
|
)
|
|
$
|
(140,525
|
)
|
|
$
|
1,947,846
|
|
|
$
|
185,498
|
|
1.
|
Condensed consolidated interim financial statements
|
2.
|
Revenue recognition
|
|
For the three months ended
|
||||||||||||||||||||||
|
March 31, 2020
|
|
March 31, 2019
|
||||||||||||||||||||
|
U.S. dialysis
|
|
Other - Ancillary services
|
|
Consolidated
|
|
U.S. dialysis
|
|
Other - Ancillary services
|
|
Consolidated
|
||||||||||||
Dialysis patient service revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Medicare and Medicare Advantage
|
$
|
1,502,222
|
|
|
$
|
|
$
|
1,502,222
|
|
|
$
|
1,493,516
|
|
|
$
|
|
$
|
1,493,516
|
|
||||
Medicaid and Managed Medicaid
|
171,467
|
|
|
|
|
|
171,467
|
|
|
154,190
|
|
|
|
|
154,190
|
|
|||||||
Other government
|
111,910
|
|
|
94,574
|
|
|
206,484
|
|
|
106,127
|
|
|
84,475
|
|
|
190,602
|
|
||||||
Commercial
|
825,582
|
|
|
39,467
|
|
|
865,049
|
|
|
788,413
|
|
|
33,388
|
|
|
821,801
|
|
||||||
Other revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Medicare and Medicare Advantage
|
|
|
|
98,478
|
|
|
98,478
|
|
|
|
|
61,700
|
|
|
61,700
|
|
|||||||
Medicaid and Managed Medicaid
|
|
|
|
366
|
|
|
366
|
|
|
|
|
6
|
|
|
6
|
|
|||||||
Commercial
|
|
|
|
10,521
|
|
|
10,521
|
|
|
|
|
32,619
|
|
|
32,619
|
|
|||||||
Other(1)
|
5,442
|
|
|
17,602
|
|
|
23,044
|
|
|
4,905
|
|
|
17,750
|
|
|
22,655
|
|
||||||
Eliminations of intersegment revenues
|
(32,242
|
)
|
|
(4,152
|
)
|
|
(36,394
|
)
|
|
(30,641
|
)
|
|
(3,336
|
)
|
|
(33,977
|
)
|
||||||
Total
|
$
|
2,584,381
|
|
|
$
|
256,856
|
|
|
$
|
2,841,237
|
|
|
$
|
2,516,510
|
|
|
$
|
226,602
|
|
|
$
|
2,743,112
|
|
|
(1)
|
Other consists of management service fees earned in the respective Company line of business as well as other revenue from the Company's ancillary services.
|
3.
|
Earnings per share
|
|
Three months ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
|
|
|
|
|
|
||
Net income from continuing operations attributable to DaVita Inc.
|
$
|
229,613
|
|
|
$
|
120,254
|
|
Net income from discontinued operations attributable to DaVita Inc.
|
9,980
|
|
|
29,035
|
|
||
Net income attributable to DaVita Inc.
|
$
|
239,593
|
|
|
$
|
149,289
|
|
|
|
|
|
||||
Weighted average shares - basic
|
124,902
|
|
|
166,388
|
|
||
Assumed incremental shares from stock plans
|
1,993
|
|
|
393
|
|
||
Weighted average shares - diluted
|
126,895
|
|
|
166,781
|
|
||
|
|
|
|
||||
Basic net income attributable to DaVita Inc. from:
|
|
|
|
||||
Continuing operations per share
|
$
|
1.84
|
|
|
$
|
0.72
|
|
Discontinued operations per share
|
0.08
|
|
|
0.18
|
|
||
Basic net income per share attributable to DaVita Inc.
|
$
|
1.92
|
|
|
$
|
0.90
|
|
|
|
|
|
||||
Diluted net income attributable to DaVita Inc. from:
|
|
|
|
||||
Continuing operations per share
|
$
|
1.81
|
|
|
$
|
0.72
|
|
Discontinued operations per share
|
0.08
|
|
|
0.18
|
|
||
Diluted net income per share attributable to DaVita Inc.
|
$
|
1.89
|
|
|
$
|
0.90
|
|
|
|
|
|
||||
Anti-dilutive stock-settled awards excluded from calculations(1)
|
3,207
|
|
|
6,150
|
|
|
(1)
|
Shares associated with stock-settled stock appreciation rights and performance stock units were excluded from the diluted denominator calculations because they are anti-dilutive under the treasury stock method.
|
4.
|
Short-term and long-term investments
|
|
March 31, 2020
|
|
December 31, 2019
|
||||||||||||||||||||
|
Debt
securities |
|
Equity
securities |
|
Total
|
|
Debt
securities |
|
Equity
securities |
|
Total
|
||||||||||||
Certificates of deposit and other time deposits
|
$
|
8,190
|
|
|
$
|
—
|
|
|
$
|
8,190
|
|
|
$
|
8,140
|
|
|
$
|
—
|
|
|
$
|
8,140
|
|
Investments in mutual funds and common stock
|
—
|
|
|
35,843
|
|
|
35,843
|
|
|
—
|
|
|
39,951
|
|
|
39,951
|
|
||||||
|
$
|
8,190
|
|
|
$
|
35,843
|
|
|
$
|
44,033
|
|
|
$
|
8,140
|
|
|
$
|
39,951
|
|
|
$
|
48,091
|
|
Short-term investments
|
$
|
8,190
|
|
|
$
|
1,186
|
|
|
$
|
9,376
|
|
|
$
|
8,140
|
|
|
$
|
3,432
|
|
|
$
|
11,572
|
|
Long-term investments
|
—
|
|
|
34,657
|
|
|
34,657
|
|
|
—
|
|
|
36,519
|
|
|
36,519
|
|
||||||
|
$
|
8,190
|
|
|
$
|
35,843
|
|
|
$
|
44,033
|
|
|
$
|
8,140
|
|
|
$
|
39,951
|
|
|
$
|
48,091
|
|
5.
|
Equity method and other investments
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
APAC joint venture
|
$
|
123,696
|
|
|
$
|
116,924
|
|
Other equity method partnerships
|
114,355
|
|
|
114,611
|
|
||
Adjusted cost method investments
|
16,448
|
|
|
10,448
|
|
||
|
$
|
254,499
|
|
|
$
|
241,983
|
|
6.
|
Goodwill
|
|
U.S. dialysis
|
|
Other - Ancillary services
|
|
Consolidated
|
||||||
Balance at December 31, 2018
|
$
|
6,275,004
|
|
|
$
|
566,956
|
|
|
$
|
6,841,960
|
|
Acquisitions
|
18,089
|
|
|
72,137
|
|
|
90,226
|
|
|||
Impairment charges
|
—
|
|
|
(124,892
|
)
|
|
(124,892
|
)
|
|||
Foreign currency and other adjustments
|
(5,993
|
)
|
|
(13,666
|
)
|
|
(19,659
|
)
|
|||
Balance at December 31, 2019
|
$
|
6,287,100
|
|
|
$
|
500,535
|
|
|
$
|
6,787,635
|
|
Acquisitions
|
2,839
|
|
|
23,931
|
|
|
26,770
|
|
|||
Divestitures
|
(1,549
|
)
|
|
—
|
|
|
(1,549
|
)
|
|||
Foreign currency and other adjustments
|
—
|
|
|
(34,833
|
)
|
|
(34,833
|
)
|
|||
Balance at March 31, 2020
|
$
|
6,288,390
|
|
|
$
|
489,633
|
|
|
$
|
6,778,023
|
|
|
|
|
|
|
|
||||||
Goodwill
|
$
|
6,288,390
|
|
|
$
|
638,117
|
|
|
$
|
6,926,507
|
|
Accumulated impairment charges
|
—
|
|
|
(148,484
|
)
|
|
(148,484
|
)
|
|||
|
$
|
6,288,390
|
|
|
$
|
489,633
|
|
|
$
|
6,778,023
|
|
7.
|
Income taxes
|
8.
|
Long-term debt
|
|
|
|
|
|
|
|
As of March 31, 2020
|
|||||||||
|
March 31, 2020
|
|
December 31, 2019
|
|
Maturity date
|
|
Interest rate
|
|
Estimated fair value(1)
|
|||||||
Senior Secured Credit Facilities:
|
|
|
|
|
|
|
|
|
|
|||||||
Term Loan A
|
$
|
1,728,125
|
|
|
$
|
1,739,063
|
|
|
8/12/2024
|
|
LIBOR + 1.50%
|
|
$
|
1,659,000
|
|
|
Term Loan B-1(2)
|
2,736,267
|
|
|
—
|
|
|
8/12/2026
|
|
LIBOR + 1.75%
|
|
$
|
2,640,498
|
|
|||
Term Loan B(2)
|
—
|
|
|
2,743,125
|
|
|
8/12/2026
|
|
LIBOR + 2.25%
|
|
$
|
—
|
|
|||
Revolving line of credit
|
500,000
|
|
|
—
|
|
|
8/12/2024
|
|
LIBOR + 1.50%
|
|
$
|
500,000
|
|
|||
Senior Notes:
|
|
|
|
|
|
|
|
|
|
|||||||
5 1/8% Senior Notes
|
1,750,000
|
|
|
1,750,000
|
|
|
7/15/2024
|
|
5.125
|
%
|
|
$
|
1,743,525
|
|
||
5% Senior Notes
|
1,500,000
|
|
|
1,500,000
|
|
|
5/1/2025
|
|
5.00
|
%
|
|
$
|
1,497,900
|
|
||
Acquisition obligations and other notes payable(3)
|
167,727
|
|
|
180,352
|
|
|
2020-2027
|
|
4.71
|
%
|
|
$
|
167,727
|
|
||
Financing lease obligations(4)
|
275,092
|
|
|
268,534
|
|
|
2020-2036
|
|
5.31
|
%
|
|
|
|
|||
Total debt principal outstanding
|
8,657,211
|
|
|
8,181,074
|
|
|
|
|
|
|
|
|||||
Discount and deferred financing costs(5)
|
(68,757
|
)
|
|
(72,840
|
)
|
|
|
|
|
|
|
|||||
|
8,588,454
|
|
|
8,108,234
|
|
|
|
|
|
|
|
|||||
Less current portion
|
(146,318
|
)
|
|
(130,708
|
)
|
|
|
|
|
|
|
|||||
|
$
|
8,442,136
|
|
|
$
|
7,977,526
|
|
|
|
|
|
|
|
|
(1)
|
Fair value estimates are based upon bid and ask quotes for the Company's senior secured credit facilities and senior notes, typically a level 2 input. The carrying values of acquisition obligations and other notes payable presented here approximate their estimated fair values, based on estimates of their current present values using level 2 interest rate inputs.
|
(2)
|
On February 13, 2020, the Company entered into an amendment to its credit agreement governing its senior secured credit facilities to refinance the Term Loan B with a $2,743,125 secured Term Loan B-1.
|
(3)
|
The interest rate presented for acquisition obligations and other notes payable is their weighted average interest rate based on the current interest rate in effect and assuming no changes to the LIBOR based interest rates.
|
(4)
|
Financing lease obligations are measured at their approximate present value at inception. The interest rate presented is the weighted average discount rate embedded in financing leases outstanding.
|
(5)
|
As of March 31, 2020, the carrying amount of the Company’s senior secured credit facilities and senior notes include a discount of $6,207 and deferred financing costs of $42,420; and deferred financing costs of $20,130, respectively. As of December 31, 2019, the carrying amount of the Company’s senior secured credit facilities and senior notes include a discount of $6,457 and deferred financing costs of $45,444; and deferred financing costs of $20,939, respectively.
|
2020 (remainder of the year)
|
$
|
95,359
|
|
2021
|
$
|
170,056
|
|
2022
|
$
|
172,376
|
|
2023
|
$
|
224,727
|
|
2024
|
$
|
3,671,586
|
|
2025
|
$
|
61,951
|
|
Thereafter
|
$
|
4,261,156
|
|
|
|
Amount of unrecognized losses in OCI on interest rate cap agreements
|
|
Income statement location
|
|
Reclassification from accumulated other comprehensive loss into net income
|
||||||||||||
|
|
Three months ended
March 31, |
|
|
Three months ended
March 31, |
|||||||||||||
Derivatives designated as cash flow hedges
|
|
2020
|
|
2019
|
|
|
2020
|
|
2019
|
|||||||||
Interest rate cap agreements
|
|
$
|
(17,346
|
)
|
|
$
|
(781
|
)
|
|
Debt expense
|
|
$
|
2,163
|
|
|
$
|
2,163
|
|
Related income tax
|
|
4,328
|
|
|
201
|
|
|
Related income tax
|
|
(540
|
)
|
|
(557
|
)
|
||||
Total
|
|
$
|
(13,018
|
)
|
|
$
|
(580
|
)
|
|
|
|
$
|
1,623
|
|
|
$
|
1,606
|
|
9.
|
Leases
|
Lease cost
|
|
Three months ended March 31, 2020
|
|
Three months ended March 31, 2019
|
||||
Operating lease cost(1):
|
|
|
|
|
||||
Fixed lease expense
|
|
$
|
134,733
|
|
|
$
|
128,110
|
|
Variable lease expense
|
|
30,059
|
|
|
28,571
|
|
||
Financing lease cost:
|
|
|
|
|
||||
Amortization of leased assets
|
|
6,077
|
|
|
5,826
|
|
||
Interest on lease liabilities
|
|
3,603
|
|
|
3,775
|
|
||
Net lease cost
|
|
$
|
174,472
|
|
|
$
|
166,282
|
|
|
(1)
|
Includes short-term lease expense and sublease income, which are immaterial.
|
Other information
|
|
Three months ended March 31, 2020
|
|
Three months ended March 31, 2019
|
||||
Gains on sale leasebacks, net
|
|
$
|
9,489
|
|
|
$
|
3,987
|
|
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
|
|
||||
Operating cash flows from operating leases
|
|
$
|
162,828
|
|
|
$
|
153,587
|
|
Operating cash flows from finance leases
|
|
$
|
5,178
|
|
|
$
|
5,661
|
|
Financing cash flows from finance leases
|
|
$
|
4,180
|
|
|
$
|
5,344
|
|
Net operating lease assets obtained in exchange for new or modified
operating lease liabilities |
|
$
|
101,473
|
|
|
$
|
45,034
|
|
Lease term and discount rate
|
|
March 31, 2020
|
|
Weighted average remaining lease term (years):
|
|
|
|
Operating leases
|
|
8.9
|
|
Finance leases
|
|
10.2
|
|
Weighted average discount rate:
|
|
|
|
Operating leases
|
|
4.0
|
%
|
Finance leases
|
|
5.3
|
%
|
|
Operating leases
|
|
Finance leases
|
||||
2020 (remainder of the year)
|
$
|
344,537
|
|
|
$
|
30,291
|
|
2021
|
505,417
|
|
|
34,177
|
|
||
2022
|
472,643
|
|
|
34,621
|
|
||
2023
|
426,485
|
|
|
34,700
|
|
||
2024
|
372,190
|
|
|
34,725
|
|
||
2025
|
320,079
|
|
|
34,549
|
|
||
Thereafter
|
1,248,317
|
|
|
153,800
|
|
||
Total future minimum lease payments
|
$
|
3,689,668
|
|
|
$
|
356,863
|
|
Less portion representing interest
|
(599,265
|
)
|
|
(81,771
|
)
|
||
Present value of lease liabilities
|
$
|
3,090,403
|
|
|
$
|
275,092
|
|
10.
|
Contingencies
|
11.
|
Other commitments
|
12.
|
Long-term incentive compensation
|
13.
|
Share repurchases
|
|
Three months ended March 31, 2020
|
|
Three months ended March 31, 2019
|
||||||||||||||||||
|
Shares repurchased
|
|
Amount paid
|
|
Average paid per share
|
|
Shares repurchased
|
|
Amount paid
|
|
Average paid per share
|
||||||||||
Open market repurchases
|
4,052
|
|
|
$
|
303,139
|
|
|
$
|
74.81
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
14.
|
Accumulated other comprehensive loss
|
|
For the three months ended March 31, 2020
|
|
For the three months ended March 31, 2019
|
||||||||||||||||||||
|
Interest
rate cap agreements |
|
Foreign
currency translation adjustments |
|
Accumulated
other comprehensive loss |
|
Interest
rate cap agreements |
|
Foreign
currency translation adjustments |
|
Accumulated
other comprehensive loss |
||||||||||||
Beginning balance
|
$
|
(1,433
|
)
|
|
$
|
(46,065
|
)
|
|
$
|
(47,498
|
)
|
|
$
|
(8,961
|
)
|
|
$
|
(25,963
|
)
|
|
$
|
(34,924
|
)
|
Unrealized losses
|
(17,346
|
)
|
|
(81,632
|
)
|
|
(98,978
|
)
|
|
(781
|
)
|
|
(13,653
|
)
|
|
(14,434
|
)
|
||||||
Related income tax
|
4,328
|
|
|
—
|
|
|
4,328
|
|
|
201
|
|
|
—
|
|
|
201
|
|
||||||
|
(13,018
|
)
|
|
(81,632
|
)
|
|
(94,650
|
)
|
|
(580
|
)
|
|
(13,653
|
)
|
|
(14,233
|
)
|
||||||
Reclassification into net income
|
2,163
|
|
|
—
|
|
|
2,163
|
|
|
2,163
|
|
|
—
|
|
|
2,163
|
|
||||||
Related income tax
|
(540
|
)
|
|
—
|
|
|
(540
|
)
|
|
(557
|
)
|
|
—
|
|
|
(557
|
)
|
||||||
|
1,623
|
|
|
—
|
|
|
1,623
|
|
|
1,606
|
|
|
—
|
|
|
1,606
|
|
||||||
Ending balance
|
$
|
(12,828
|
)
|
|
$
|
(127,697
|
)
|
|
$
|
(140,525
|
)
|
|
$
|
(7,935
|
)
|
|
$
|
(39,616
|
)
|
|
$
|
(47,551
|
)
|
15.
|
Acquisitions and divestitures
|
Current assets
|
$
|
7,412
|
|
Property and equipment
|
8,892
|
|
|
Intangible and other long-term assets
|
6,107
|
|
|
Goodwill
|
26,770
|
|
|
Deferred income taxes
|
1,513
|
|
|
Current liabilities
|
(10,705
|
)
|
|
|
$
|
39,989
|
|
Balance at December 31, 2019
|
$
|
24,586
|
|
Contingent earn-out obligations associated with acquisitions
|
2,672
|
|
|
Foreign currency translation adjustment for contingent earn-out obligations
|
(4,874
|
)
|
|
Remeasurement of fair value for contingent earn-out obligations
|
2
|
|
|
Balance at March 31, 2020
|
$
|
22,386
|
|
|
Three months ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Revenues
|
$
|
—
|
|
|
$
|
1,382,281
|
|
Expenses
|
—
|
|
|
1,338,153
|
|
||
Income from discontinued operations before taxes
|
—
|
|
|
44,128
|
|
||
Income tax expense
|
—
|
|
|
13,823
|
|
||
Gain (loss) on sale of discontinued operations, net of tax
|
9,980
|
|
|
—
|
|
||
Net income from discontinued operations, net of tax
|
$
|
9,980
|
|
|
$
|
30,305
|
|
|
Three months ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Net cash provided by operating activities from discontinued operations
|
$
|
—
|
|
|
$
|
68,240
|
|
Net cash used in investing activities from discontinued operations
|
$
|
—
|
|
|
$
|
(22,809
|
)
|
17.
|
Variable interest entities (VIEs)
|
18.
|
Fair values of financial instruments
|
|
Total
|
|
Quoted prices in
active markets for identical assets (Level 1) |
|
Significant other
observable inputs (Level 2) |
|
Significant
unobservable inputs (Level 3) |
||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||
Investments in equity securities
|
$
|
35,843
|
|
|
$
|
35,843
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest rate cap agreements
|
$
|
7,106
|
|
|
$
|
—
|
|
|
$
|
7,106
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|||||
Contingent earn-out obligations
|
$
|
22,386
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
22,386
|
|
Temporary equity
|
|
|
|
|
|
|
|
|
|
|
|
||||
Noncontrolling interests subject to put provisions
|
$
|
1,228,036
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,228,036
|
|
19.
|
Segment reporting
|
|
Three months ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Segment revenues:
|
|
|
|
||||
U.S. dialysis
|
|
|
|
||||
Dialysis patient service revenues:
|
|
|
|
||||
External sources
|
$
|
2,579,240
|
|
|
$
|
2,511,826
|
|
Intersegment revenues
|
31,941
|
|
|
30,420
|
|
||
U.S. dialysis patient service revenues
|
2,611,181
|
|
|
2,542,246
|
|
||
Other revenues(1):
|
|
|
|
||||
External sources
|
5,141
|
|
|
4,684
|
|
||
Intersegment revenues
|
301
|
|
|
221
|
|
||
Total U.S. dialysis revenues
|
2,616,623
|
|
|
2,547,151
|
|
||
Other—Ancillary services
|
|
|
|
||||
Dialysis patient service revenues, net
|
134,041
|
|
|
117,863
|
|
||
Other external sources
|
122,815
|
|
|
108,739
|
|
||
Intersegment revenues
|
4,152
|
|
|
3,336
|
|
||
Total ancillary services revenues
|
261,008
|
|
|
229,938
|
|
||
Total net segment revenues
|
2,877,631
|
|
|
2,777,089
|
|
||
Elimination of intersegment revenues
|
(36,394
|
)
|
|
(33,977
|
)
|
||
Consolidated revenues
|
$
|
2,841,237
|
|
|
$
|
2,743,112
|
|
Segment operating margin (loss):
|
|
|
|
|
|
||
U.S. dialysis
|
$
|
491,607
|
|
|
$
|
416,981
|
|
Other—Ancillary services
|
(2,646
|
)
|
|
(57,630
|
)
|
||
Total segment operating margin
|
488,961
|
|
|
359,351
|
|
||
Reconciliation of segment operating margin to consolidated income from continuing
operations before income taxes: |
|
|
|
||||
Corporate administrative support
|
(23,585
|
)
|
|
(18,844
|
)
|
||
Consolidated operating income
|
465,376
|
|
|
340,507
|
|
||
Debt expense
|
(88,603
|
)
|
|
(131,519
|
)
|
||
Debt refinancing charges
|
(2,948
|
)
|
|
—
|
|
||
Other income, net
|
(4,350
|
)
|
|
6,940
|
|
||
Consolidated income from continuing operations before income taxes
|
$
|
369,475
|
|
|
$
|
215,928
|
|
|
(1)
|
Includes management fee revenue from providing management and administrative services to dialysis ventures in which the Company owns a noncontrolling equity investment or which are wholly-owned by third parties.
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
U.S. dialysis (including equity
investments of $130,144 and $124,188, respectively) |
$
|
16,075,622
|
|
|
$
|
15,778,880
|
|
Other—Ancillary services (including
equity investments of $124,355 and $117,795, respectively) |
1,520,678
|
|
|
1,532,514
|
|
||
Consolidated assets
|
$
|
17,596,300
|
|
|
$
|
17,311,394
|
|
|
Three months ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
U.S. dialysis
|
$
|
146,300
|
|
|
$
|
140,780
|
|
Other—Ancillary services
|
8,379
|
|
|
7,748
|
|
||
|
$
|
154,679
|
|
|
$
|
148,528
|
|
|
Three months ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
U.S. dialysis
|
$
|
148,763
|
|
|
$
|
170,548
|
|
Other—Ancillary services
|
6,179
|
|
|
8,578
|
|
||
DMG—Discontinued operations
|
—
|
|
|
19,752
|
|
||
|
$
|
154,942
|
|
|
$
|
198,878
|
|
20.
|
Changes in DaVita Inc.’s ownership interests in consolidated subsidiaries
|
|
Three months ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Net income attributable to DaVita Inc.
|
$
|
239,593
|
|
|
$
|
149,289
|
|
Changes in paid-in capital for:
|
|
|
|
||||
Purchases of noncontrolling interests
|
(445
|
)
|
|
(2,206
|
)
|
||
Net transfers to noncontrolling interests
|
(445
|
)
|
|
(2,206
|
)
|
||
Net income attributable to DaVita Inc., net of transfers to noncontrolling interests
|
$
|
239,148
|
|
|
$
|
147,083
|
|
21.
|
New accounting standards
|
22.
|
Condensed consolidating financial statements
|
For the three months ended March 31, 2020
|
|
DaVita Inc.
|
|
Guarantor
subsidiaries
|
|
Non-
Guarantor
subsidiaries
|
|
Consolidating
adjustments
|
|
Consolidated
total
|
||||||||||
Patient service revenues
|
|
$
|
—
|
|
|
$
|
1,729,740
|
|
|
$
|
1,050,877
|
|
|
$
|
(67,336
|
)
|
|
$
|
2,713,281
|
|
Other revenues
|
|
197,283
|
|
|
156,860
|
|
|
41,428
|
|
|
(267,615
|
)
|
|
127,956
|
|
|||||
Total net revenues
|
|
197,283
|
|
|
1,886,600
|
|
|
1,092,305
|
|
|
(334,951
|
)
|
|
2,841,237
|
|
|||||
Operating expenses
|
|
154,651
|
|
|
1,640,821
|
|
|
915,340
|
|
|
(334,951
|
)
|
|
2,375,861
|
|
|||||
Operating income
|
|
42,632
|
|
|
245,779
|
|
|
176,965
|
|
|
—
|
|
|
465,376
|
|
|||||
Debt expense
|
|
(91,362
|
)
|
|
(59,093
|
)
|
|
(11,337
|
)
|
|
70,241
|
|
|
(91,551
|
)
|
|||||
Other income (loss), net
|
|
62,453
|
|
|
805
|
|
|
2,633
|
|
|
(70,241
|
)
|
|
(4,350
|
)
|
|||||
Income tax expense
|
|
3,424
|
|
|
80,975
|
|
|
7,161
|
|
|
—
|
|
|
91,560
|
|
|||||
Equity earnings in subsidiaries
|
|
229,294
|
|
|
98,795
|
|
|
—
|
|
|
(328,089
|
)
|
|
—
|
|
|||||
Net income from continuing operations
|
|
239,593
|
|
|
205,311
|
|
|
161,100
|
|
|
(328,089
|
)
|
|
277,915
|
|
|||||
Net income from discontinued operations, net of tax
|
|
—
|
|
|
—
|
|
|
9,980
|
|
|
—
|
|
|
9,980
|
|
|||||
Net income
|
|
239,593
|
|
|
205,311
|
|
|
171,080
|
|
|
(328,089
|
)
|
|
287,895
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(48,302
|
)
|
|
(48,302
|
)
|
|||||
Net income attributable to DaVita Inc.
|
|
$
|
239,593
|
|
|
$
|
205,311
|
|
|
$
|
171,080
|
|
|
$
|
(376,391
|
)
|
|
$
|
239,593
|
|
For the three months ended March 31, 2019
|
|
DaVita Inc.
|
|
Guarantor
subsidiaries |
|
Non-
Guarantor subsidiaries |
|
Consolidating
adjustments |
|
Consolidated
total |
||||||||||
Patient service revenues
|
|
$
|
—
|
|
|
$
|
1,706,593
|
|
|
$
|
986,373
|
|
|
$
|
(63,277
|
)
|
|
$
|
2,629,689
|
|
Other revenues
|
|
188,836
|
|
|
146,117
|
|
|
34,909
|
|
|
(256,439
|
)
|
|
113,423
|
|
|||||
Total net revenues
|
|
188,836
|
|
|
1,852,710
|
|
|
1,021,282
|
|
|
(319,716
|
)
|
|
2,743,112
|
|
|||||
Operating expenses and charges
|
|
143,659
|
|
|
1,634,285
|
|
|
944,377
|
|
|
(319,716
|
)
|
|
2,402,605
|
|
|||||
Operating income
|
|
45,177
|
|
|
218,425
|
|
|
76,905
|
|
|
—
|
|
|
340,507
|
|
|||||
Debt expense
|
|
(133,595
|
)
|
|
(50,650
|
)
|
|
(12,549
|
)
|
|
65,275
|
|
|
(131,519
|
)
|
|||||
Other income, net
|
|
110,198
|
|
|
648
|
|
|
11,060
|
|
|
(114,966
|
)
|
|
6,940
|
|
|||||
Income tax expense
|
|
7,026
|
|
|
44,027
|
|
|
5,693
|
|
|
—
|
|
|
56,746
|
|
|||||
Equity earnings in subsidiaries
|
|
134,535
|
|
|
64,375
|
|
|
—
|
|
|
(198,910
|
)
|
|
—
|
|
|||||
Net income from continuing operations
|
|
149,289
|
|
|
188,771
|
|
|
69,723
|
|
|
(248,601
|
)
|
|
159,182
|
|
|||||
Net (loss) income from discontinued operations, net of tax
|
|
—
|
|
|
—
|
|
|
(19,386
|
)
|
|
49,691
|
|
|
30,305
|
|
|||||
Net income
|
|
149,289
|
|
|
188,771
|
|
|
50,337
|
|
|
(198,910
|
)
|
|
189,487
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(40,198
|
)
|
|
(40,198
|
)
|
|||||
Net income attributable to DaVita Inc.
|
|
$
|
149,289
|
|
|
$
|
188,771
|
|
|
$
|
50,337
|
|
|
$
|
(239,108
|
)
|
|
$
|
149,289
|
|
For the three months ended March 31, 2020
|
|
DaVita Inc.
|
|
Guarantor
subsidiaries |
|
Non-
Guarantor subsidiaries |
|
Consolidating
adjustments |
|
Consolidated
total |
||||||||||
Net income
|
|
$
|
239,593
|
|
|
$
|
205,311
|
|
|
$
|
171,080
|
|
|
$
|
(328,089
|
)
|
|
$
|
287,895
|
|
Other comprehensive loss
|
|
(11,395
|
)
|
|
—
|
|
|
(81,632
|
)
|
|
—
|
|
|
(93,027
|
)
|
|||||
Total comprehensive income
|
|
228,198
|
|
|
205,311
|
|
|
89,448
|
|
|
(328,089
|
)
|
|
194,868
|
|
|||||
Less: Comprehensive income attributable to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(48,302
|
)
|
|
(48,302
|
)
|
|||||
Comprehensive income attributable to DaVita Inc.
|
|
$
|
228,198
|
|
|
$
|
205,311
|
|
|
$
|
89,448
|
|
|
$
|
(376,391
|
)
|
|
$
|
146,566
|
|
For the three months ended March 31, 2019
|
|
DaVita Inc.
|
|
Guarantor
subsidiaries |
|
Non-
Guarantor subsidiaries |
|
Consolidating
adjustments |
|
Consolidated
total |
||||||||||
Net income
|
|
$
|
149,289
|
|
|
$
|
188,771
|
|
|
$
|
50,337
|
|
|
$
|
(198,910
|
)
|
|
$
|
189,487
|
|
Other comprehensive income (loss)
|
|
1,026
|
|
|
—
|
|
|
(13,653
|
)
|
|
—
|
|
|
(12,627
|
)
|
|||||
Total comprehensive income
|
|
150,315
|
|
|
188,771
|
|
|
36,684
|
|
|
(198,910
|
)
|
|
176,860
|
|
|||||
Less: Comprehensive income attributable to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(40,198
|
)
|
|
(40,198
|
)
|
|||||
Comprehensive income attributable to DaVita Inc.
|
|
$
|
150,315
|
|
|
$
|
188,771
|
|
|
$
|
36,684
|
|
|
$
|
(239,108
|
)
|
|
$
|
136,662
|
|
As of March 31, 2020
|
|
DaVita Inc.
|
|
Guarantor
subsidiaries |
|
Non-
Guarantor subsidiaries |
|
Consolidating
adjustments |
|
Consolidated
total |
||||||||||
Cash and cash equivalents
|
|
$
|
1,075,965
|
|
|
$
|
411
|
|
|
$
|
305,388
|
|
|
$
|
—
|
|
|
$
|
1,381,764
|
|
Restricted cash and equivalents
|
|
14,540
|
|
|
—
|
|
|
92,184
|
|
|
—
|
|
|
106,724
|
|
|||||
Accounts receivable, net
|
|
—
|
|
|
1,184,686
|
|
|
635,446
|
|
|
—
|
|
|
1,820,132
|
|
|||||
Other current assets
|
|
86,786
|
|
|
556,210
|
|
|
100,357
|
|
|
(28,034
|
)
|
|
715,319
|
|
|||||
Total current assets
|
|
1,177,291
|
|
|
1,741,307
|
|
|
1,133,375
|
|
|
(28,034
|
)
|
|
4,023,939
|
|
|||||
Property and equipment, net
|
|
555,409
|
|
|
1,555,662
|
|
|
1,336,966
|
|
|
(2,614
|
)
|
|
3,445,423
|
|
|||||
Operating lease right-of-use assets
|
|
107,620
|
|
|
1,643,765
|
|
|
1,114,378
|
|
|
(17,987
|
)
|
|
2,847,776
|
|
|||||
Intangible assets, net
|
|
340
|
|
|
28,766
|
|
|
88,847
|
|
|
—
|
|
|
117,953
|
|
|||||
Investments in and advances to affiliates, net
|
|
10,961,209
|
|
|
7,869,131
|
|
|
3,099,564
|
|
|
(21,929,904
|
)
|
|
—
|
|
|||||
Other long-term assets and investments
|
|
85,777
|
|
|
130,528
|
|
|
187,405
|
|
|
(20,524
|
)
|
|
383,186
|
|
|||||
Goodwill
|
|
—
|
|
|
4,812,207
|
|
|
1,965,816
|
|
|
—
|
|
|
6,778,023
|
|
|||||
Total assets
|
|
$
|
12,887,646
|
|
|
$
|
17,781,366
|
|
|
$
|
8,926,351
|
|
|
$
|
(21,999,063
|
)
|
|
$
|
17,596,300
|
|
Current liabilities
|
|
$
|
365,783
|
|
|
$
|
1,172,340
|
|
|
$
|
683,608
|
|
|
$
|
(985
|
)
|
|
$
|
2,220,746
|
|
Intercompany liabilities, net
|
|
1,534,892
|
|
|
3,099,564
|
|
|
2,693,572
|
|
|
(7,328,028
|
)
|
|
—
|
|
|||||
Long-term operating leases liabilities
|
|
133,926
|
|
|
1,554,717
|
|
|
1,062,852
|
|
|
(17,125
|
)
|
|
2,734,370
|
|
|||||
Long-term debt and other long-term liabilities
|
|
8,209,577
|
|
|
786,685
|
|
|
334,591
|
|
|
(51,049
|
)
|
|
9,279,804
|
|
|||||
Noncontrolling interests subject to put provisions
|
|
695,622
|
|
|
—
|
|
|
—
|
|
|
532,414
|
|
|
1,228,036
|
|
|||||
Total DaVita Inc. shareholders' equity
|
|
1,947,846
|
|
|
11,168,060
|
|
|
3,433,816
|
|
|
(14,601,876
|
)
|
|
1,947,846
|
|
|||||
Noncontrolling interests not subject to put
provisions |
|
—
|
|
|
—
|
|
|
717,912
|
|
|
(532,414
|
)
|
|
185,498
|
|
|||||
Total equity
|
|
1,947,846
|
|
|
11,168,060
|
|
|
4,151,728
|
|
|
(15,134,290
|
)
|
|
2,133,344
|
|
|||||
Total liabilities and equity
|
|
$
|
12,887,646
|
|
|
$
|
17,781,366
|
|
|
$
|
8,926,351
|
|
|
$
|
(21,999,063
|
)
|
|
$
|
17,596,300
|
|
As of December 31, 2019
|
|
DaVita Inc.
|
|
Guarantor
subsidiaries |
|
Non-
Guarantor subsidiaries |
|
Consolidating
adjustments |
|
Consolidated
total |
||||||||||
Cash and cash equivalents
|
|
$
|
758,241
|
|
|
$
|
532
|
|
|
$
|
343,599
|
|
|
$
|
—
|
|
|
$
|
1,102,372
|
|
Restricted cash and equivalents
|
|
14,499
|
|
|
—
|
|
|
91,847
|
|
|
—
|
|
|
106,346
|
|
|||||
Accounts receivable, net
|
|
—
|
|
|
1,189,301
|
|
|
606,297
|
|
|
—
|
|
|
1,795,598
|
|
|||||
Other current assets
|
|
76,787
|
|
|
548,553
|
|
|
102,410
|
|
|
(41,896
|
)
|
|
685,854
|
|
|||||
Total current assets
|
|
849,527
|
|
|
1,738,386
|
|
|
1,144,153
|
|
|
(41,896
|
)
|
|
3,690,170
|
|
|||||
Property and equipment, net
|
|
543,932
|
|
|
1,589,417
|
|
|
1,344,543
|
|
|
(4,508
|
)
|
|
3,473,384
|
|
|||||
Operating lease right-of-use assets
|
|
109,415
|
|
|
1,656,145
|
|
|
1,084,552
|
|
|
(20,065
|
)
|
|
2,830,047
|
|
|||||
Intangible assets, net
|
|
362
|
|
|
31,569
|
|
|
103,753
|
|
|
—
|
|
|
135,684
|
|
|||||
Investments in and advances to affiliates, net
|
|
10,813,991
|
|
|
7,611,402
|
|
|
3,051,208
|
|
|
(21,476,601
|
)
|
|
—
|
|
|||||
Other long-term assets and investments
|
|
102,779
|
|
|
133,698
|
|
|
176,315
|
|
|
(18,318
|
)
|
|
394,474
|
|
|||||
Goodwill
|
|
—
|
|
|
4,812,972
|
|
|
1,974,663
|
|
|
—
|
|
|
6,787,635
|
|
|||||
Total assets
|
|
$
|
12,420,006
|
|
|
$
|
17,573,589
|
|
|
$
|
8,879,187
|
|
|
$
|
(21,561,388
|
)
|
|
$
|
17,311,394
|
|
Current liabilities
|
|
$
|
379,286
|
|
|
$
|
1,327,378
|
|
|
$
|
666,470
|
|
|
$
|
(1,036
|
)
|
|
$
|
2,372,098
|
|
Intercompany payables
|
|
1,381,863
|
|
|
3,051,208
|
|
|
2,615,151
|
|
|
(7,048,222
|
)
|
|
—
|
|
|||||
Long-term operating lease liabilities
|
|
136,123
|
|
|
1,567,776
|
|
|
1,039,145
|
|
|
(19,244
|
)
|
|
2,723,800
|
|
|||||
Long-term debt and other long-term liabilities
|
|
7,741,725
|
|
|
674,558
|
|
|
364,102
|
|
|
(64,507
|
)
|
|
8,715,878
|
|
|||||
Noncontrolling interests subject to put provisions
|
|
647,600
|
|
|
—
|
|
|
—
|
|
|
532,776
|
|
|
1,180,376
|
|
|||||
Total DaVita Inc. shareholders' equity
|
|
2,133,409
|
|
|
10,952,669
|
|
|
3,475,710
|
|
|
(14,428,379
|
)
|
|
2,133,409
|
|
|||||
Noncontrolling interests not subject to put
provisions |
|
—
|
|
|
—
|
|
|
718,609
|
|
|
(532,776
|
)
|
|
185,833
|
|
|||||
Total equity
|
|
2,133,409
|
|
|
10,952,669
|
|
|
4,194,319
|
|
|
(14,961,155
|
)
|
|
2,319,242
|
|
|||||
Total liabilities and equity
|
|
$
|
12,420,006
|
|
|
$
|
17,573,589
|
|
|
$
|
8,879,187
|
|
|
$
|
(21,561,388
|
)
|
|
$
|
17,311,394
|
|
For the three months ended March 31, 2020
|
|
DaVita Inc.
|
|
Guarantor
subsidiaries |
|
Non-
Guarantor subsidiaries |
|
Consolidating
adjustments |
|
Consolidated
total |
||||||||||
Cash flows provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
|
$
|
239,593
|
|
|
$
|
205,311
|
|
|
$
|
171,080
|
|
|
$
|
(328,089
|
)
|
|
$
|
287,895
|
|
Changes in operating assets and liabilities and non-cash
items included in net income |
|
(182,332
|
)
|
|
(71,454
|
)
|
|
(1,817
|
)
|
|
328,089
|
|
|
72,486
|
|
|||||
Net cash provided by operating activities
|
|
57,261
|
|
|
133,857
|
|
|
169,263
|
|
|
—
|
|
|
360,381
|
|
|||||
Cash flows used in investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Additions of property and equipment
|
|
(52,714
|
)
|
|
(41,144
|
)
|
|
(61,084
|
)
|
|
—
|
|
|
(154,942
|
)
|
|||||
Acquisitions
|
|
—
|
|
|
(984
|
)
|
|
(33,123
|
)
|
|
—
|
|
|
(34,107
|
)
|
|||||
Proceeds from asset and business sales
|
|
—
|
|
|
4,180
|
|
|
27,338
|
|
|
—
|
|
|
31,518
|
|
|||||
Proceeds (purchases) from investment sales and other items, net
|
|
452
|
|
|
271
|
|
|
(5,817
|
)
|
|
—
|
|
|
(5,094
|
)
|
|||||
Net cash used in investing activities
|
|
(52,262
|
)
|
|
(37,677
|
)
|
|
(72,686
|
)
|
|
—
|
|
|
(162,625
|
)
|
|||||
Cash flows provided by (used in) financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Long-term debt and related financing costs, net
|
|
481,856
|
|
|
(2,462
|
)
|
|
(13,557
|
)
|
|
—
|
|
|
465,837
|
|
|||||
Intercompany borrowings (payments)
|
|
153,029
|
|
|
(95,857
|
)
|
|
(57,172
|
)
|
|
—
|
|
|
—
|
|
|||||
Other items
|
|
(322,119
|
)
|
|
2,018
|
|
|
(48,744
|
)
|
|
—
|
|
|
(368,845
|
)
|
|||||
Net cash provided by (used in) financing activities
|
|
312,766
|
|
|
(96,301
|
)
|
|
(119,473
|
)
|
|
—
|
|
|
96,992
|
|
|||||
Effect of exchange rate changes on cash, cash
equivalents and restricted cash |
|
—
|
|
|
—
|
|
|
(14,978
|
)
|
|
—
|
|
|
(14,978
|
)
|
|||||
Net increase (decrease) in cash, cash equivalents and
restricted cash |
|
317,765
|
|
|
(121
|
)
|
|
(37,874
|
)
|
|
—
|
|
|
279,770
|
|
|||||
Cash, cash equivalents and restricted cash of continuing
operations at beginning of the year |
|
772,740
|
|
|
532
|
|
|
435,446
|
|
|
—
|
|
|
1,208,718
|
|
|||||
Cash, cash equivalents and restricted cash of continuing
operations at end of the period |
|
$
|
1,090,505
|
|
|
$
|
411
|
|
|
$
|
397,572
|
|
|
$
|
—
|
|
|
$
|
1,488,488
|
|
For the three months ended March 31, 2019
|
|
DaVita Inc.
|
|
Guarantor
subsidiaries |
|
Non-
Guarantor subsidiaries |
|
Consolidating
adjustments |
|
Consolidated
total |
||||||||||
Cash flows provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
|
$
|
149,289
|
|
|
$
|
188,771
|
|
|
$
|
50,337
|
|
|
$
|
(198,910
|
)
|
|
$
|
189,487
|
|
Changes in operating assets and liabilities and non-cash
items included in net income |
|
(124,409
|
)
|
|
(289,332
|
)
|
|
166,648
|
|
|
198,910
|
|
|
(48,183
|
)
|
|||||
Net cash provided by (used in) operating activities
|
|
24,880
|
|
|
(100,561
|
)
|
|
216,985
|
|
|
—
|
|
|
141,304
|
|
|||||
Cash flows used in investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Additions of property and equipment
|
|
(38,942
|
)
|
|
(76,529
|
)
|
|
(83,407
|
)
|
|
—
|
|
|
(198,878
|
)
|
|||||
Acquisitions
|
|
—
|
|
|
—
|
|
|
(11,274
|
)
|
|
—
|
|
|
(11,274
|
)
|
|||||
Proceeds from asset and business sales
|
|
—
|
|
|
2,270
|
|
|
11,633
|
|
|
—
|
|
|
13,903
|
|
|||||
Proceeds (purchases) from investment sales and other items, net
|
|
1,804
|
|
|
(3,878
|
)
|
|
(2,035
|
)
|
|
—
|
|
|
(4,109
|
)
|
|||||
Net cash used in investing activities
|
|
(37,138
|
)
|
|
(78,137
|
)
|
|
(85,083
|
)
|
|
—
|
|
|
(200,358
|
)
|
|||||
Cash flows provided by financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Long-term debt and related financing costs, net
|
|
365,133
|
|
|
(2,364
|
)
|
|
(5,572
|
)
|
|
—
|
|
|
357,197
|
|
|||||
Intercompany (payments) borrowings
|
|
(220,697
|
)
|
|
188,870
|
|
|
31,827
|
|
|
—
|
|
|
—
|
|
|||||
Other items
|
|
1,517
|
|
|
(8,427
|
)
|
|
(25,336
|
)
|
|
—
|
|
|
(32,246
|
)
|
|||||
Net cash provided by financing activities
|
|
145,953
|
|
|
178,079
|
|
|
919
|
|
|
—
|
|
|
324,951
|
|
|||||
Effect of exchange rate changes on cash, cash
equivalents and restricted cash |
|
—
|
|
|
—
|
|
|
(921
|
)
|
|
—
|
|
|
(921
|
)
|
|||||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
|
133,695
|
|
|
(619
|
)
|
|
131,900
|
|
|
—
|
|
|
264,976
|
|
|||||
Less: Net increase in cash, cash equivalents and restricted cash from discontinued operations
|
|
—
|
|
|
—
|
|
|
118,962
|
|
|
—
|
|
|
118,962
|
|
|||||
Net increase (decrease) in cash, cash equivalents and restricted cash from continuing operations
|
|
133,695
|
|
|
(619
|
)
|
|
12,938
|
|
|
—
|
|
|
146,014
|
|
|||||
Cash, cash equivalents and restricted cash of continuing
operations at beginning of the year |
|
61,658
|
|
|
13,280
|
|
|
340,482
|
|
|
—
|
|
|
415,420
|
|
|||||
Cash, cash equivalents and restricted cash of continuing
operations at end of the period |
|
$
|
195,353
|
|
|
$
|
12,661
|
|
|
$
|
353,420
|
|
|
$
|
—
|
|
|
$
|
561,434
|
|
23.
|
Recent and subsequent events
|
•
|
the impact of the dynamic and rapidly evolving COVID-19 pandemic, including, without limitation, on our patients, teammates, physician partners, suppliers, business, operations, reputation, financial condition and results of operations, the government’s response to the COVID-19 pandemic, and the consequences of an economic downturn resulting from the impacts of COVID-19, any of which may also have the effect of heightening many of the other risks and uncertainties discussed below;
|
•
|
our need, ability and willingness to utilize any funds received under the CARES Act or subsequent legislation, and the consequences of our decisions with respect thereto;
|
•
|
the concentration of profits generated by higher-paying commercial payor plans for which there is continued downward pressure on average realized payment rates, and a reduction in the number or percentage of our patients under such plans, including without limitation as a result of restrictions or prohibitions on the use and/or availability of charitable premium assistance, which may result in the loss of revenues or patients, or our making incorrect assumptions about how our patients will respond to any change in financial assistance from charitable organizations;
|
•
|
noncompliance by us or our business associates with any privacy or security laws or any security breach by us or a third party involving the misappropriation, loss or other unauthorized use or disclosure of confidential information;
|
•
|
the extent to which the ongoing implementation of healthcare reform, or changes in or new legislation, regulations or guidance, enforcement thereof or related litigation, result in a reduction in coverage or reimbursement rates for our services, a reduction in the number of patients enrolled in higher-paying commercial plans, or other material impacts to our business; or our making incorrect assumptions about how our patients will respond to any such developments;
|
•
|
a reduction in government payment rates under the Medicare End Stage Renal Disease program or other government-based programs and the impact of the Medicare Advantage benchmark structure;
|
•
|
risks arising from potential and proposed federal and/or state legislation, regulation, ballot, executive action or other initiatives, including such initiatives related to healthcare and/or labor matters;
|
•
|
the impact of the political environment and related developments on the current healthcare marketplace and on our business, including with respect to the future of the Affordable Care Act, the exchanges and many other core aspects of the current healthcare marketplace;
|
•
|
our ability to successfully implement our strategy with respect to home-based dialysis, including maintaining our existing business and further developing our capabilities in a complex and highly regulated environment;
|
•
|
changes in pharmaceutical practice patterns, reimbursement and payment policies and processes, or pharmaceutical pricing, including with respect to calcimimetics;
|
•
|
legal and compliance risks, such as our continued compliance with complex government regulations;
|
•
|
continued increased competition from dialysis providers and others, and other potential marketplace changes;
|
•
|
our ability to maintain contracts with physician medical directors, changing affiliation models for physicians, and the emergence of new models of care introduced by the government or private sector that may erode our patient base and reimbursement rates, such as accountable care organizations, independent practice associations and integrated delivery systems;
|
•
|
our ability to complete acquisitions, mergers or dispositions that we might announce or be considering, on terms favorable to us or at all, or to integrate and successfully operate any business we may acquire or have acquired, or to successfully expand our operations and services in markets outside the United States, or to businesses outside of dialysis;
|
•
|
uncertainties related to potential payments and/or adjustments under certain provisions of the equity purchase agreement for the sale of our DaVita Medical Group (DMG) business, such as post-closing adjustments and indemnification obligations;
|
•
|
the variability of our cash flows, including without limitation any extended billing or collections cycles; the risk that we may not be able to generate or access sufficient cash in the future to service our indebtedness or to fund our other liquidity needs; and the risk that we may not be able to refinance our indebtedness as it becomes due, on terms favorable to us or at all;
|
•
|
factors that may impact our ability to repurchase stock under our stock repurchase program and the timing of any such stock repurchases, as well as our use of a considerable amount of available funds to repurchase stock;
|
•
|
risks arising from the use of accounting estimates, judgments and interpretations in our financial statements;
|
•
|
impairment of our goodwill, investments or other assets; and
|
•
|
uncertainties associated with the other risk factors set forth in DaVita Inc.'s Annual Report on Form 10-K for the year ended December 31, 2019 and this Quarterly Report on Form 10-Q, and the risks and uncertainties discussed in any subsequent reports that DaVita has filed or furnished with the Securities and Exchange Commission from time to time.
|
|
Three months ended
|
|
Q1 2020 vs. Q4 2019
|
|
Q1 2020 vs. Q1 2019
|
||||||||||||||||||||
|
March 31, 2020
|
|
December 31, 2019
|
|
March 31, 2019
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
||||||||||||
|
(dollars in millions)
|
||||||||||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. dialysis
|
$
|
2,617
|
|
|
$
|
2,687
|
|
|
$
|
2,547
|
|
|
$
|
(70
|
)
|
|
(2.6
|
)%
|
|
$
|
70
|
|
|
2.7
|
%
|
Other - ancillary services
|
261
|
|
|
255
|
|
|
230
|
|
|
6
|
|
|
2.4
|
%
|
|
31
|
|
|
13.5
|
%
|
|||||
Elimination of intersegment revenues
|
(36
|
)
|
|
(43
|
)
|
|
(34
|
)
|
|
7
|
|
|
16.3
|
%
|
|
(2
|
)
|
|
(5.9
|
)%
|
|||||
Total consolidated revenues
|
$
|
2,841
|
|
|
$
|
2,899
|
|
|
$
|
2,743
|
|
|
$
|
(58
|
)
|
|
(2.0
|
)%
|
|
$
|
98
|
|
|
3.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. dialysis
|
$
|
492
|
|
|
$
|
508
|
|
|
$
|
417
|
|
|
$
|
(16
|
)
|
|
(3.1
|
)%
|
|
$
|
75
|
|
|
18.0
|
%
|
Other - ancillary services
|
(3
|
)
|
|
(19
|
)
|
|
(58
|
)
|
|
16
|
|
|
84.2
|
%
|
|
55
|
|
|
94.8
|
%
|
|||||
Corporate administrative support
|
(24
|
)
|
|
(27
|
)
|
|
(19
|
)
|
|
3
|
|
|
11.1
|
%
|
|
(5
|
)
|
|
(26.3
|
)%
|
|||||
Operating income
|
$
|
465
|
|
|
$
|
463
|
|
|
$
|
341
|
|
|
$
|
2
|
|
|
0.4
|
%
|
|
$
|
124
|
|
|
36.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Adjusted operating income (loss)(1):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. dialysis
|
$
|
492
|
|
|
$
|
508
|
|
|
$
|
417
|
|
|
$
|
(16
|
)
|
|
(3.1
|
)%
|
|
$
|
75
|
|
|
18.0
|
%
|
Other - ancillary services
|
(3
|
)
|
|
(19
|
)
|
|
(17
|
)
|
|
16
|
|
|
84.2
|
%
|
|
14
|
|
|
82.4
|
%
|
|||||
Corporate administrative support
|
(24
|
)
|
|
(27
|
)
|
|
(19
|
)
|
|
3
|
|
|
11.1
|
%
|
|
(5
|
)
|
|
(26.3
|
)%
|
|||||
Adjusted operating income
|
$
|
465
|
|
|
$
|
463
|
|
|
$
|
382
|
|
|
$
|
2
|
|
|
0.4
|
%
|
|
$
|
83
|
|
|
21.7
|
%
|
|
(1)
|
For a reconciliation of adjusted operating income (loss) by reportable segment, see "Reconciliations of Non-GAAP measures" section below.
|
|
Three months ended
|
|
Q1 2020 vs. Q4 2019
|
|
Q1 2020 vs. Q1 2019
|
||||||||||||||||||||
|
March 31, 2020
|
|
December 31, 2019
|
|
March 31, 2019
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
||||||||||||
|
(dollars in millions, except per treatment data)
|
||||||||||||||||||||||||
Total revenues
|
$
|
2,617
|
|
|
$
|
2,687
|
|
|
$
|
2,547
|
|
|
$
|
(70
|
)
|
|
(2.6
|
)%
|
|
$
|
70
|
|
|
2.7
|
%
|
Dialysis treatments
|
7,513,321
|
|
|
7,681,462
|
|
|
7,297,460
|
|
|
(168,141
|
)
|
|
(2.2
|
)%
|
|
215,861
|
|
|
3.0
|
%
|
|||||
Average treatments per day
|
96,821
|
|
|
96,744
|
|
|
95,267
|
|
|
77
|
|
|
0.1
|
%
|
|
1,554
|
|
|
1.6
|
%
|
|||||
Treatment days
|
77.6
|
|
|
79.4
|
|
|
76.6
|
|
|
(1.8
|
)
|
|
(2.3
|
)%
|
|
1.0
|
|
|
1.3
|
%
|
|||||
Average patient service revenue per
treatment |
$
|
347.54
|
|
|
$
|
348.31
|
|
|
$
|
348.37
|
|
|
$
|
(0.77
|
)
|
|
(0.2
|
)%
|
|
$
|
(0.83
|
)
|
|
(0.2
|
)%
|
Normalized non acquired treatment growth(1)
|
2.3
|
%
|
|
2.1
|
%
|
|
2.4
|
%
|
|
|
|
0.2
|
%
|
|
|
|
(0.1
|
)%
|
|
(1)
|
Normalized non-acquired growth reflects year over year growth in treatment volume, adjusted to exclude acquisitions and other similar transactions, further adjusted to normalize for the number and mix of treatment days in a given quarter versus the prior year quarter.
|
|
Three months ended
|
|
Q1 2020 vs. Q4 2019
|
|
Q1 2020 vs. Q1 2019
|
||||||||||||||||||||
|
March 31, 2020
|
|
December 31, 2019
|
|
March 31, 2019
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
||||||||||||
|
(dollars in millions, except per treatment data)
|
||||||||||||||||||||||||
Patient care costs
|
$
|
1,783
|
|
|
$
|
1,824
|
|
|
$
|
1,797
|
|
|
$
|
(41
|
)
|
|
(2.2
|
)%
|
|
$
|
(14
|
)
|
|
(0.8
|
)%
|
General and administrative
|
204
|
|
|
209
|
|
|
197
|
|
|
(5
|
)
|
|
(2.4
|
)%
|
|
7
|
|
|
3.6
|
%
|
|||||
Depreciation and amortization
|
146
|
|
|
150
|
|
|
141
|
|
|
(4
|
)
|
|
(2.7
|
)%
|
|
5
|
|
|
3.5
|
%
|
|||||
Equity investment income
|
(9
|
)
|
|
(5
|
)
|
|
(5
|
)
|
|
(4
|
)
|
|
80.0
|
%
|
|
(4
|
)
|
|
80.0
|
%
|
|||||
Total operating expenses and charges
|
$
|
2,125
|
|
|
$
|
2,179
|
|
|
$
|
2,130
|
|
|
$
|
(54
|
)
|
|
(2.5
|
)%
|
|
$
|
(5
|
)
|
|
(0.2
|
)%
|
Patient care costs per treatment
|
$
|
237.35
|
|
|
$
|
237.44
|
|
|
$
|
246.29
|
|
|
$
|
(0.09
|
)
|
|
—
|
%
|
|
$
|
(8.94
|
)
|
|
(3.6
|
)%
|
|
Three months ended
|
|
Q1 2020 vs. Q4 2019
|
|
Q1 2020 vs. Q1 2019
|
||||||||||||||||||||
|
March 31, 2020
|
|
December 31, 2019
|
|
March 31, 2019
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
||||||||||||
|
(dollars in millions)
|
||||||||||||||||||||||||
Operating income
|
$
|
492
|
|
|
$
|
508
|
|
|
$
|
417
|
|
|
$
|
(16
|
)
|
|
(3.1
|
)%
|
|
$
|
75
|
|
|
18.0
|
%
|
|
Three months ended
|
|
Q1 2020 vs. Q4 2019
|
|
Q1 2020 vs. Q1 2019
|
||||||||||||||||||||
|
March 31, 2020
|
|
December 31, 2019
|
|
March 31, 2019
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
||||||||||||
|
(dollars in millions)
|
|
|
|
|
|
|
|
|
||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. ancillary
|
$
|
124
|
|
|
$
|
122
|
|
|
$
|
109
|
|
|
$
|
2
|
|
|
1.6
|
%
|
|
$
|
15
|
|
|
13.8
|
%
|
International
|
137
|
|
|
132
|
|
|
120
|
|
|
5
|
|
|
3.8
|
%
|
|
17
|
|
|
14.2
|
%
|
|||||
Total ancillary services revenues
|
$
|
261
|
|
|
$
|
255
|
|
|
$
|
230
|
|
|
$
|
6
|
|
|
2.4
|
%
|
|
$
|
31
|
|
|
13.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating (loss) income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. ancillary
|
$
|
(19
|
)
|
|
$
|
(21
|
)
|
|
$
|
(15
|
)
|
|
$
|
2
|
|
|
9.5
|
%
|
|
$
|
(4
|
)
|
|
(26.7
|
)%
|
International(1)
|
17
|
|
|
2
|
|
|
(43
|
)
|
|
15
|
|
|
750.0
|
%
|
|
60
|
|
|
139.5
|
%
|
|||||
Total ancillary services operating loss
|
$
|
(3
|
)
|
|
$
|
(19
|
)
|
|
$
|
(58
|
)
|
|
$
|
16
|
|
|
84.2
|
%
|
|
$
|
55
|
|
|
94.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Adjusted operating (loss) income(2):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. ancillary
|
$
|
(19
|
)
|
|
$
|
(21
|
)
|
|
$
|
(15
|
)
|
|
$
|
2
|
|
|
9.5
|
%
|
|
$
|
(4
|
)
|
|
(26.7
|
)%
|
International(1)
|
17
|
|
|
2
|
|
|
(2
|
)
|
|
15
|
|
|
750.0
|
%
|
|
19
|
|
|
950.0
|
%
|
|||||
Total ancillary services adjusted operating loss
|
$
|
(3
|
)
|
|
$
|
(19
|
)
|
|
$
|
(17
|
)
|
|
$
|
16
|
|
|
84.2
|
%
|
|
$
|
14
|
|
|
82.4
|
%
|
|
(1)
|
The reported operating income (loss) and adjusted operating income (loss) for the three months ended March 31, 2020, December 31, 2019 and March 31, 2019, include approximately $10 million, $(4) million and $(1) million, respectively, of foreign currency gain (loss).
|
(2)
|
For a reconciliation of adjusted operating income (loss) by reportable segment, see "Reconciliations of non-GAAP measures" section below.
|
|
Three months ended
|
|
Q1 2020 vs. Q4 2019
|
|
Q1 2020 vs. Q1 2019
|
||||||||||||||||||||
|
March 31, 2020
|
|
December 31, 2019
|
|
March 31, 2019
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
||||||||||||
|
(dollars in millions)
|
|
|
|
|
|
|
|
|
||||||||||||||||
Debt expense
|
$
|
(89
|
)
|
|
$
|
(92
|
)
|
|
$
|
(132
|
)
|
|
$
|
(3
|
)
|
|
(3.3
|
)%
|
|
$
|
(43
|
)
|
|
(32.6
|
)%
|
Debt refinancing charges
|
$
|
(3
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
|
|
$
|
3
|
|
|
|
||
Other (loss) income
|
$
|
(4
|
)
|
|
$
|
11
|
|
|
$
|
7
|
|
|
$
|
(15
|
)
|
|
(136.4
|
)%
|
|
$
|
(11
|
)
|
|
(157.1
|
)%
|
Effective income tax rate
|
24.8
|
%
|
|
21.4
|
%
|
|
26.3
|
%
|
|
|
|
3.4
|
%
|
|
|
|
(1.5
|
)%
|
|||||||
Effective income tax rate from continuing
operations attributable to DaVita, Inc.(1) |
28.5
|
%
|
|
25.2
|
%
|
|
32.0
|
%
|
|
|
|
3.3
|
%
|
|
|
|
(3.5
|
)%
|
|||||||
Net income attributable to noncontrolling
interests |
$
|
(48
|
)
|
|
$
|
(58
|
)
|
|
$
|
(40
|
)
|
|
$
|
(10
|
)
|
|
(17.2
|
)%
|
|
$
|
8
|
|
|
20.0
|
%
|
|
(1)
|
For a reconciliation of our effective income tax rate from continuing operations attributable to DaVita Inc., see "Reconciliations of non-GAAP measures" section below.
|
|
Three months ended
|
|
Q1 2020 vs. Q1 2019
|
|||||||||||
|
March 31,
2020
|
|
March 31,
2019(1)
|
|
Amount
|
|
Percent
|
|||||||
|
(dollars in millions)
|
|||||||||||||
Net cash provided by operating activities:
|
|
|
|
|
|
|
|
|||||||
Net income
|
$
|
288
|
|
|
$
|
189
|
|
|
$
|
99
|
|
|
52.4
|
%
|
Non-cash items
|
274
|
|
|
244
|
|
|
30
|
|
|
12.3
|
%
|
|||
Working capital
|
(205
|
)
|
|
(290
|
)
|
|
85
|
|
|
29.3
|
%
|
|||
Other
|
3
|
|
|
(2
|
)
|
|
5
|
|
|
250.0
|
%
|
|||
|
$
|
360
|
|
|
$
|
141
|
|
|
$
|
219
|
|
|
155.3
|
%
|
|
|
|
|
|
|
|
|
|||||||
Net cash used in investing activities:
|
|
|
|
|
|
|
|
|||||||
Capital expenditures:
|
|
|
|
|
|
|
|
|||||||
Routine maintenance/IT/other
|
$
|
(82
|
)
|
|
$
|
(90
|
)
|
|
$
|
8
|
|
|
8.9
|
%
|
Development and relocations
|
(73
|
)
|
|
(109
|
)
|
|
36
|
|
|
33.0
|
%
|
|||
Acquisition expenditures
|
(34
|
)
|
|
(11
|
)
|
|
(23
|
)
|
|
(209.1
|
)%
|
|||
Proceeds from sale of self-developed properties
|
27
|
|
|
12
|
|
|
15
|
|
|
125.0
|
%
|
|||
Other
|
(1
|
)
|
|
(2
|
)
|
|
1
|
|
|
50.0
|
%
|
|||
|
$
|
(163
|
)
|
|
$
|
(200
|
)
|
|
$
|
37
|
|
|
18.5
|
%
|
|
|
|
|
|
|
|
|
|||||||
Net cash provided by financing activities:
|
|
|
|
|
|
|
|
|||||||
Debt issuances (payments), net
|
$
|
466
|
|
|
$
|
357
|
|
|
$
|
109
|
|
|
30.5
|
%
|
Distributions to noncontrolling interest
|
(58
|
)
|
|
(44
|
)
|
|
(14
|
)
|
|
(31.8
|
)%
|
|||
Contributions from noncontrolling interest
|
9
|
|
|
19
|
|
|
(10
|
)
|
|
(52.6
|
)%
|
|||
Share repurchases
|
(322
|
)
|
|
—
|
|
|
(322
|
)
|
|
|
||||
Other
|
2
|
|
|
(7
|
)
|
|
9
|
|
|
128.6
|
%
|
|||
|
$
|
97
|
|
|
$
|
325
|
|
|
$
|
(228
|
)
|
|
(70.2
|
)%
|
|
|
|
|
|
|
|
|
|||||||
Total number of shares repurchased
|
4,052,298
|
|
|
—
|
|
|
4,052,298
|
|
|
|
||||
|
|
|
|
|
|
|
|
|||||||
Free cash flow from continuing operations(2)
|
$
|
184
|
|
|
$
|
(119
|
)
|
|
$
|
303
|
|
|
254.6
|
%
|
|
(1)
|
Represents consolidated cash flow activity, including cash flows related to discontinued operations.
|
(2)
|
For a reconciliation of our free cash flow from continuing operations, see "Reconciliations of Non-GAAP measures" section below.
|
|
|
U.S.
|
|
International
|
||||||||
|
|
Three months ended
March 31, |
|
Three months ended
March 31, |
||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||
Number of centers operated at beginning of period
|
|
2,753
|
|
|
2,664
|
|
|
259
|
|
|
241
|
|
Acquired centers
|
|
2
|
|
|
2
|
|
|
22
|
|
|
2
|
|
Developed centers
|
|
22
|
|
|
27
|
|
|
2
|
|
|
—
|
|
Net change in non-owned managed or administered centers(1)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
Sold and closed centers(2)
|
|
(2
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
Closed centers(3)
|
|
(3
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|
—
|
|
Net change in Asia Pacific joint venture centers
|
|
|
|
|
|
1
|
|
|
—
|
|
||
Number of centers operated at end of period
|
|
2,772
|
|
|
2,689
|
|
|
282
|
|
|
243
|
|
|
(1)
|
Represents dialysis centers for which we manage or provide administrative services but in which we own a noncontrolling equity interest or which are wholly-owned by third parties.
|
(2)
|
Represents dialysis centers that were sold and/or closed for which patients were not retained.
|
(3)
|
Represents dialysis centers that were closed for which the majority of patients were retained and transferred to one of our other existing outpatient dialysis centers.
|
|
Three months ended March 31, 2020
|
|
Three months ended March 31, 2019
|
||||||||||||||||||
|
Shares repurchased
|
|
Amount paid
(in millions) |
|
Average paid per share
|
|
Shares repurchased
|
|
Amount paid
(in millions) |
|
Average paid per share
|
||||||||||
Open market repurchases
|
4,052,298
|
|
|
$
|
303
|
|
|
$
|
74.81
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Three months ended March 31, 2020
|
||||||||||||||||||||||
|
U.S. dialysis
|
|
Ancillary services
|
|
Corporate administration
|
|
|
||||||||||||||||
|
|
U.S.
|
|
International
|
|
Total
|
|
|
Consolidated
|
||||||||||||||
|
(dollars in millions)
|
||||||||||||||||||||||
Operating income (loss)
|
$
|
492
|
|
|
$
|
(19
|
)
|
|
$
|
17
|
|
|
$
|
(3
|
)
|
|
$
|
(24
|
)
|
|
$
|
465
|
|
Adjusted operating income (loss)
|
$
|
492
|
|
|
$
|
(19
|
)
|
|
$
|
17
|
|
|
$
|
(3
|
)
|
|
$
|
(24
|
)
|
|
$
|
465
|
|
|
Three months ended December 31, 2019
|
||||||||||||||||||||||
|
U.S. dialysis
|
|
Ancillary services
|
|
Corporate administration
|
|
|
||||||||||||||||
|
|
U.S.
|
|
International
|
|
Total
|
|
|
Consolidated
|
||||||||||||||
|
(dollars in millions)
|
||||||||||||||||||||||
Operating income (loss)
|
$
|
508
|
|
|
$
|
(21
|
)
|
|
$
|
2
|
|
|
$
|
(19
|
)
|
|
$
|
(27
|
)
|
|
$
|
463
|
|
Adjusted operating income (loss)
|
$
|
508
|
|
|
$
|
(21
|
)
|
|
$
|
2
|
|
|
$
|
(19
|
)
|
|
$
|
(27
|
)
|
|
$
|
463
|
|
|
Three months ended March 31, 2019
|
||||||||||||||||||||||
|
U.S. dialysis
|
|
Ancillary services
|
|
Corporate administration
|
|
|
||||||||||||||||
|
|
U.S.
|
|
International
|
|
Total
|
|
|
Consolidated
|
||||||||||||||
|
(dollars in millions)
|
||||||||||||||||||||||
Operating income (loss)
|
$
|
417
|
|
|
$
|
(15
|
)
|
|
$
|
(43
|
)
|
|
$
|
(58
|
)
|
|
$
|
(19
|
)
|
|
$
|
341
|
|
Goodwill impairment
|
—
|
|
|
—
|
|
|
41
|
|
|
41
|
|
|
—
|
|
|
41
|
|
||||||
Adjusted operating income (loss)
|
$
|
417
|
|
|
$
|
(15
|
)
|
|
$
|
(2
|
)
|
|
$
|
(17
|
)
|
|
$
|
(19
|
)
|
|
$
|
382
|
|
|
Three months ended
|
||||||||||
|
March 31, 2020
|
|
December 31, 2019
|
|
March 31, 2019
|
||||||
|
(dollars in millions)
|
||||||||||
Income from continuing operations before income taxes
|
$
|
369
|
|
|
$
|
382
|
|
|
$
|
216
|
|
Less: Noncontrolling owners' income primarily attributable to non-tax paying
entities |
(48
|
)
|
|
(58
|
)
|
|
(39
|
)
|
|||
Income from continuing operations before income taxes attributable to
DaVita, Inc. |
$
|
321
|
|
|
$
|
324
|
|
|
$
|
177
|
|
Income tax expense for continuing operations
|
$
|
92
|
|
|
$
|
82
|
|
|
$
|
57
|
|
Less: Income tax attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|||
Income tax expense from continuing operations attributable to DaVita, Inc.
|
$
|
91
|
|
|
$
|
82
|
|
|
$
|
57
|
|
Effective income tax rate on income from continuing operations attributable
to DaVita, Inc. |
28.5
|
%
|
|
25.2
|
%
|
|
32.0
|
%
|
|
Three months ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
|
(dollars in millions
|
||||||
Net cash provided by continuing operating activities
|
$
|
360
|
|
|
$
|
73
|
|
Less: Distributions to noncontrolling interests
|
(58
|
)
|
|
(44
|
)
|
||
Plus: Contributions to noncontrolling interests
|
9
|
|
|
19
|
|
||
Cash provided by continuing operating activities attributable to DaVita Inc.
|
312
|
|
|
48
|
|
||
Less: Expenditures for routine maintenance and information technology
|
(82
|
)
|
|
(80
|
)
|
||
Less: Expenditures for development
|
(73
|
)
|
|
(99
|
)
|
||
Plus: Proceeds from sale of self-developed properties
|
27
|
|
|
12
|
|
||
Free cash flow from continuing operations
|
$
|
184
|
|
|
$
|
(119
|
)
|
|
Remainder of 2020
|
|
2021-2023
|
|
2024-2025
|
|
After
5 years |
|
Total
|
||||||||||
Potential cash requirements under other commitments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Letters of credit
|
$
|
58
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
58
|
|
Noncontrolling interests subject to put provisions
|
843
|
|
|
206
|
|
|
113
|
|
|
66
|
|
|
1,228
|
|
|||||
Non-owned and minority owned put provisions
|
73
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
79
|
|
|||||
Operating capital advances
|
1
|
|
|
3
|
|
|
1
|
|
|
4
|
|
|
9
|
|
|||||
Purchase commitments
|
289
|
|
|
674
|
|
|
—
|
|
|
—
|
|
|
963
|
|
|||||
|
$
|
1,264
|
|
|
$
|
889
|
|
|
$
|
114
|
|
|
$
|
70
|
|
|
$
|
2,337
|
|
|
(1)
|
Represents the fair value of the Company’s long-term debt excluding financing leases. See Note 8 to the condensed consolidated financial statements for further details.
|
|
Notional Amount
|
|
Contract maturity date
|
|
|
|
|
|
Fair
Value |
||||||||||||||||||||||||||||
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
2025
|
|
Thereafter
|
|
Receive variable
|
|
||||||||||||||||||||
|
(dollars in millions)
|
||||||||||||||||||||||||||||||||||||
2015 cap agreements
|
$
|
3,500
|
|
|
$
|
3,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
LIBOR above 3.5%
|
|
$
|
—
|
|
2019 cap agreements
|
$
|
3,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
LIBOR above 2.0%
|
|
$
|
7.1
|
|
•
|
We may observe a negative impact on revenue and non-acquired growth from COVID-19 due to lower treatment volumes, including from the impact of changes in rates of mortality, as well as a decrease in new patient admissions due to the impact of COVID-19 on the chronic kidney disease (CKD) population. Over the longer term, we believe that changes in mortality in both the CKD and ESRD populations due to COVID-19 will primarily depend on the infection rate, case fatality rate and age and health status of affected patients. At this time, we cannot reasonably estimate the magnitude or duration of this impact, due in part to testing and reporting limitations, but this adverse impact could be material. Because our ESRD patients generally have comorbidities, several of which are risk factors for COVID-19, we believe the mortality rate of infected patients will be higher in the dialysis population than in the general population.
|
•
|
We may have extended, significant additional costs as a result of COVID-19. The steps we have taken designed to help safely maintain continuity of care for our patients and help protect our caregivers, such as our policies to implement dedicated care shifts for patients with confirmed or suspected COVID-19 and other enhanced clinical practices designed to meet or exceed guidelines from the Centers for Disease Control and Prevention (CDC), have increased, and are expected to continue to increase, our expenses. Our response to COVID-19 has resulted in higher salary and wage expense, and we are also providing financial support to over 50,000 of our teammates to cover costs related to COVID-19 impact under previously announced programs. Additionally, the effort needed to procure certain of our equipment and clinical supplies and associated costs have increased.
|
•
|
We may have increased costs and risk associated with a high demand for our skilled clinical personnel. Historically we have faced costs and difficulties in hiring and retaining nurses and other caregivers due to a nationwide shortage of skilled clinical personnel, and these challenges have been heightened by the increased demand for and demand upon such personnel by the ongoing pandemic. Any staffing, equipment or clinical supply shortages, disruptions or delays could impact our costs and/or our ability to provide dialysis services.
|
•
|
If we experience a failure of the fitness of our clinical laboratory, dialysis centers and related operations and/or other facilities as a result of the COVID-19 pandemic, or another event or occurrence adversely impacts the safety of our caregivers or patients, we could face adverse consequences, including without limitation, material negative impact on our brand, increased litigation, compliance or regulatory investigations, teammate unrest, work stoppages or
|
•
|
The COVID-19 pandemic and efforts to contain the virus have led to global economic deterioration and rapid and sharp increases in unemployment levels, which ultimately could result in a materially reduced share of our patients being covered by commercial insurance plans, with more patients being covered by lower-paying government insurance programs or being uninsured. These effects may persist after the pandemic subsides, and in the event such a reduction occurs, it would have a material adverse impact on our business, results of operations, financial condition and cash flows.
|
•
|
If general economic conditions continue to deteriorate or remain uncertain for an extended period of time, we may incur future charges to recognize impairment in the carrying amount of our goodwill and other intangible assets. We also may experience an increased need for additional liquidity funded by accessing existing credit facilities, raising new debt in the capital markets, or other sources, or may seek to refinance existing debt, which may be more difficult or costly as a result of the pandemic’s impact on capital markets or on us. Furthermore, any extended billing or collection cycles, or deterioration in collectability of accounts receivable, will adversely impact our results of operations and cash flows.
|
•
|
The global nature of the pandemic may have varying impacts on our ongoing operations outside the United States and our ability to expand our operations into other parts of the world.
|
•
|
Our need, ability and willingness to use and retain any funds from the government, including any funds received under the recent Coronavirus Aid, Relief, and Economic Security Act (CARES Act) or under any future legislation, the consequences of our decisions with respect thereto, our ability to operate within any restrictions on our business or operations that may be imposed as a condition to participation in any government assistance programs, and the impact of any such legislation on our competitors, all will depend, among other things, on the magnitude, timing and nature of COVID-19’s impact on the Company as well as the requirements of any such programs, which are uncertain. In addition, while we are declining the government funding from the Provider Relief Fund under the CARES Act, there can be no assurance that we will be able to continue to forego the receipt of financial or other assistance under the CARES Act or similar subsequent legislation or that similar assistance will be available from the government if we have a need for such assistance in the future.
|
•
|
State and local shelter in place and social distancing restrictions have required us to significantly increase the use of remote arrangements for our teammates and telehealth technology for our dialysis patients, which broadens our technology footprint for where and how protected health information is used or disclosed, and in turn increases our exposure to the various privacy and information security risks we face such as the risk of "phishing" and other cybersecurity attacks and the risk of unauthorized dissemination of sensitive personal, proprietary or confidential information.
|
•
|
We have worked with certain government agencies and other kidney care providers to respond to the COVID-19 pandemic, including seeking waivers of certain regulatory requirements. For example, as part of our efforts to help cohort patients in line with guidance from the CDC, we have sought waivers of certain regulatory requirements related to the survey and acceleration of new clinics and entered into agreements with other kidney care providers to help ensure that patients can receive dialysis in an outpatient setting rather than a hospital. We operate in a complex and highly-regulated environment, and the novel nature of these arrangements may increase our exposure to legal, regulatory and clinical risks.
|
Period
|
|
Total number
of shares purchased |
|
Average price
paid per share |
|
Total number
of shares purchased as part of publicly announced plans or programs |
|
Approximate
dollar value of shares that may yet be purchased under the plans or programs (in millions) |
||||||
January 1-31, 2020
|
|
290,904
|
|
|
$
|
74.92
|
|
|
290,904
|
|
|
$
|
1,682
|
|
February 1-29, 2020
|
|
376,186
|
|
|
78.78
|
|
|
376,186
|
|
|
$
|
1,652
|
|
|
March 1-31, 2020
|
|
3,385,208
|
|
|
74.36
|
|
|
3,385,208
|
|
|
$
|
1,400
|
|
|
|
|
4,052,298
|
|
|
$
|
74.81
|
|
|
4,052,298
|
|
|
|
|
Exhibit
|
|
|
Number
|
|
|
|
|
|
|
Non-Employee Director Compensation Policy. *ü
|
|
|
|
|
|
Certification of the Chief Executive Officer, dated May 5, 2020, pursuant to Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. ü
|
|
|
|
|
|
Certification of the Chief Financial Officer, dated May 5, 2020, pursuant to Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. ü
|
|
|
|
|
|
Certification of the Chief Executive Officer, dated May 5, 2020, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ü
|
|
|
|
|
|
Certification of the Chief Financial Officer, dated May 5, 2020, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ü
|
|
|
|
|
101.INS
|
|
XBRL Instance Document - the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. ü
|
|
|
|
101.SCH
|
|
Inline XBRL Taxonomy Extension Schema Document. ü
|
|
|
|
101.CAL
|
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document. ü
|
|
|
|
101.DEF
|
|
Inline XBRL Taxonomy Extension Definition Linkbase Document. ü
|
|
|
|
101.LAB
|
|
Inline XBRL Taxonomy Extension Label Linkbase Document. ü
|
|
|
|
101.PRE
|
|
Inline XBRL Taxonomy Extension Presentation, Linkbase Document. ü
|
|
|
|
104
|
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). ü
|
*
|
Management contract or executive compensation plan or arrangement.
|
ü
|
Filed or furnished herewith.
|
|
DAVITA INC.
|
||
|
|
|
|
|
BY:
|
|
/s/ JOHN D. WINSTEL
|
|
|
|
John D. Winstel
|
|
|
|
Chief Accounting Officer*
|
*
|
Mr. Winstel has signed both on behalf of the Registrant as a duly authorized officer and as the Registrant’s principal accounting officer.
|
•
|
to pay differentially higher compensation for higher levels of work, responsibility and performance;
|
•
|
to provide a compensation structure that will attract highly competent candidates; and
|
•
|
to provide a significant portion of compensation in the form of equity-based awards to further align non-employee director compensation with shareholder interests.
|
/S/ JAVIER J. RODRIGUEZ
|
Javier J. Rodriguez
|
Chief Executive Officer
|
/S/ Joel Ackerman
|
Joel Ackerman
|
Chief Financial Officer and Treasurer
|
1.
|
The Periodic Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/S/ JAVIER J. RODRIGUEZ
|
Javier J. Rodriguez
|
Chief Executive Officer
|
May 5, 2020
|
1.
|
The Periodic Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/S/ Joel Ackerman
|
Joel Ackerman
|
Chief Financial Officer and Treasurer
|
May 5, 2020
|