Annual Report • Aug 9, 2022
Annual Report
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| Interim management report 1 | |
|---|---|
| Economic Report 4 | |
| Report on post-balance sheet date events 28 | |
| Outlook 28 | |
| Risks and opportunities report 29 | |
| Corporate Governance 29 | |
| Interim financial statements | 30 |
| Consolidated statements of income 30 | |
| Consolidated statements of comprehensive income 31 | |
| Consolidated balance sheets 32 | |
| Consolidated statements of cash flows 33 | |
| Consolidated statements of shareholders' equity 34 | |
| Notes to the interim consolidated financial statements 35 | |
| Note 1. The Company and basis of presentation 35 | |
| Note 2. Notes to the consolidated statements of income 37 | |
| Note 3. Related party transactions 38 | |
| Note 4. Inventories 41 | |
| Note 5. Short-term debt 41 | |
| Note 6. Long-term debt 42 | |
| Note 7. Employee benefit plans 43 | |
| Note 8. Capital management 43 | |
| Note 9. Share-based plans 43 | |
| Note 10. Commitments and contingencies 43 | |
| Note 11. Financial instruments 48 | |
| Note 12. Segment and corporate information 51 | |
| Note 13. Events occurring after the balance sheet date 53 | |
| Review report 54 | |
| Responsibility Statement 55 |
In this report, "FMC-AG & Co. KGaA," or the "Company," "we," "us" or "our" refers to Fresenius Medical Care AG & Co. KGaA or Fresenius Medical Care AG & Co. KGaA and its subsidiaries on a consolidated basis, as the context requires. You should read the following discussion and analysis of the results of operations of the Company and its subsidiaries in conjunction with our interim consolidated financial statements and related notes contained elsewhere in this report and our disclosures and discussions in our consolidated financial statements as of and for the year ended December 31, 2021 prepared in accordance with sections 315 of the German Commercial Code ("HGB") as well as the German Accounting Standard Number 20, contained in the Company's Annual Report 2021.
The term "North America Segment" refers to our North America operating segment, the term "EMEA Segment" refers to the Europe, Middle East and Africa operating segment, the term "Asia-Pacific Segment" refers to our Asia-Pacific operating segment, and the term "Latin America Segment" refers to our Latin America operating segment. The term "Corporate" includes certain headquarters' overhead charges, including accounting and finance, centrally managed production, production asset management, quality and supply chain management, procurement related to production as well as research and development and our Global Medical Office function, which seek to optimize medical treatments and clinical processes within the Company. 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 FMC-AG & Co. KGaA and other items for the current reporting period into euro using the prior year exchange rates to provide a comparable analysis without effect from exchange rate fluctuations on translation, as described below under Section II ."Discussion of measures – Non-IFRS measures" in the chapter "Economic report".
This report contains forward-looking statements. When used in this report, the words "outlook," "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates" and similar expressions are generally intended to identify forward looking statements. Although we believe that the 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 even be anticipated, and future events and actual results, financial and otherwise, could differ materially from those set forth in or contemplated by the forwardlooking 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.
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:
policies and the Tendering and Bidding Law in China and other related local legislation as well as other comparable regulatory regimes in many of the countries where we supply health care services and/or products;
Important factors that could contribute to such differences are noted in "Supplemental information regarding our risk factors" and the chapter "Economic report", section I. "Macroeconomic and sector-specific environment" below, in note 2 d) and note 10 in this report and in note 22 of the notes to the consolidated financial statements as well as chapter "Risks and opportunities report", section "Risks" in the group management report of the Annual Report 2021. Further information regarding our efforts to address various environmental, social and governance issues can be found within our Non-financial Group Report available at www.freseniusmedicalcare.com/en/investors/investorsoverview/. In referencing our Non-financial Group Report and furnishing this website address in this report, however, we do not intend to incorporate any content from our Non-financial Group Report or information on our website into this report, and any information in our Non-financial Group Report or on our website should not be considered to be part of this report, except as expressly set forth herein.
Our business is also subject to other risks and uncertainties that we describe from time to time in our public filings. Developments in any of these areas could cause our results to differ materially from the results that we or others have projected or may project.
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 "IV. 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 Annual Report 2021.
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.
The current global economic climate, specifically as it relates to the Ukraine War, has enhanced the risks described in the chapter "Risks and Opportunities Report" in the group management report of the Annual Report 2021 and the supplemental information below should be read in conjunction with those risks.
As a provider of life-sustaining healthcare services for dialysis patients, we are continuing to provide dialysis services and to supply our clinics with dialysis products in both Russia and Ukraine to the best of our ability in spite of the current war in the region and notwithstanding extensive economic sanctions imposed on Russia by numerous governments in response to the war. In addition to risks related to the further development of our activities in the two countries, considerable uncertainties arise within this highly dynamic situation, in particular from a possible deterioration of the global macroeconomic outlook. While the direct and indirect impacts related to the Ukraine War are difficult to predict at the present time, the current, significant macroeconomic inflationary environment, including materially increasing energy prices, has resulted in and could continue to lead to, among other consequences, material increases in costs for energy, supplies and transportation. A continued disruption or discontinuation of energy supplies from Russia may increase these impacts and could have additional material adverse effects on our business such as a potential closure of certain of our production sites or significantly increased costs incurred due to a switch to alternative energy sources. Furthermore, we could be impacted by pressure on or material increases in interest rates, particularly if accompanied by more difficult access to capital in the financial markets and currency devaluations as a result of the geopolitical situation. Additionally, the Ukraine War has increased the risk of cyber security attacks against our systems and data. Overall, the aforementioned factors could have a material negative impact on our net assets, financial position and results of operations. While we still consider the risk "Procurement" to be a medium level risk in the short-term, we believe that the Ukraine War has increased both the likelihood and potential impact of the risks and exposures described in the 2021 Annual Report.
At the time of this report and unchanged from our assessment in the 2021 Annual Report, we have not identified any risks that could jeopardize our continued existence.
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 care and related services to persons who suffer from End-Stage Kidney Disease ("ESKD") 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 €79 billion in 2021. 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 lifesaving 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.
On March 21, 2022, we announced our agreement to create a company that combines Fresenius Health Partners, Inc., the value-based care division of Fresenius Medical Care North America, with InterWell Health LLC, a physician organization driving innovation in the kidney care space in the U.S., and Cricket Health, Inc., a U.S. provider of valuebased kidney care with a patient engagement and data platform. The business combination brings together Fresenius Health Partners' expertise in kidney care value-based contracting and performance, InterWell Health's clinical care models and network of 1,600 nephrologists and Cricket Health's tech-enabled care model that utilizes its proprietary informatics, StageSmart™, and patient engagement platforms to create an entity targeting the management of care for more than 270,000 people with kidney disease by 2025 and to manage around \$11 billion (€10 billion as of the date of the announcement) in medical costs in the same year. The closing of the transaction is subject to regulatory review and, if successful, the new entity will be consolidated into our operating results.
The majority of health care services we provide are paid for by governmental institutions. For the six months ended June 30, 2022, approximately 32% of our consolidated revenue was attributable to U.S. federally-funded health care benefit programs, such as Medicare and Medicaid reimbursement, under which reimbursement rates are set by the Centers for Medicare and Medicaid ("CMS"). Legislative changes could affect Medicare reimbursement rates for a significant portion of the services we provide. The stability of reimbursement in the U.S. has been affected by (i) the ESRD prospective payment system ("ESRD PPS"), (ii) the U.S. federal government across the board spending cuts in payments to Medicare providers commonly referred to as "U.S. Sequestration" (temporarily suspended from May 1, 2020 through March 31, 2022, after which time a 1% reduction became effective from April 1 to June 30, 2022 and the full 2% sequester resumed on July 1, 2022) and (iii) the reduction to the ESRD PPS rate to account for the decline in utilization of certain drugs and biologicals associated with dialysis pursuant to the American Taxpayer Relief Act of 2012 as subsequently modified under the Protecting Access to Medicare Act of 2014 ("PAMA"). Please see detailed discussions on these and further legislative developments below:
subsequent to May 1, 2020. In March 2021, President Biden signed the American Rescue Plan Act of 2021 (the "American Rescue Plan Act") which the Congressional Budget Office has estimated will result in budget deficits that will require a 4% reduction in Medicare program payments for 2022 under the Statutory Pay-As-You-Go Act of 2010 ("Statutory PAYGO") unless Congress and the President take action to waive the Statutory PAYGO reductions. In December 2021, Congress passed, and President Biden signed into law, the Protecting Medicare and American Farmers from Sequester Cuts Act impacting payments for all Medicare Fee-for-Service claims and extending the sequestration suspension through March 31, 2022 with a 1% reduction effective thereafter from April 1 to June 30, 2022 and a return to the full 2% sequester on July 1, 2022, as noted above. Spending cuts pursuant to U.S. Sequestration have adversely affected our operating results in the past and, with the suspension having been lifted, will continue to do so.
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 U.S. have historically been limited and are expected to continue in this fashion. However, any significant decreases in Medicare or commercial reimbursement rates, including under Medicare Advantage, also known as Medicare Part C, plans 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" plans), or patient access to commercial insurance plans, including Medicare Advantage, 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. Additionally, in Marietta Memorial Hospital Employee Health Benefit Plan v. DaVita Inc., the Supreme Court ruled against DaVita, Inc. in favor of a self-funded employer-sponsored health plan that provided only out-of-network dialysis services to individuals with ESKD. While the Medicare Secondary Payer statute has long been interpreted as requiring private plans to provide for a 30-month coordination period for individuals diagnosed with ESKD (with Medicare serving as the secondary payer), the decision creates the potential that other plans may follow suit in limiting the dialysis benefits offered. While we do not expect this to significantly impact plans for 2023, absent legislative action, the ruling could have implications in 2024 and beyond. For additional information regarding these matters, see chapter "Risks and opportunities report" section "Health care reforms" in the group management report which is included in the Annual Report 2021.
For additional information, see section "Risks" in our "Risks and opportunities report" in the group management report of the Annual Report 2021.
The operation of charitable assistance programs such as that offered by the American Kidney Fund ("AKF") is receiving increased attention by CMS and state insurance regulators and legislators. The result may be a regulatory framework that differs from the current framework or that varies from state to state. Even in the absence of actions by CMS or state regulators and legislatures to restrict the access that patients currently have to premium assistance programs, insurers are likely to continue efforts to thwart charitable premium assistance by premium assistance programs to our patients. If successful in a material area or scope of our U.S. operations, these efforts would have a material adverse impact on our business and operating results.
Under CMS's Comprehensive ESRD Care Model (the "Model"), dialysis providers and physicians formed entities known as ESRD Seamless Care Organizations ("ESCOs") as part of a payment and care delivery pilot program that ended March 31, 2021 which sought to deliver better health outcomes for Medicare ESKD patients while lowering CMS's costs. Following our initial participation in six ESCOs, we ultimately expanded our participation in the Model to 23 ESCOs formed at our dialysis facilities. ESCOs that achieved the program's minimum quality thresholds and generated reductions in CMS's cost of care above certain thresholds for the ESKD patients covered by the ESCO received a share of the cost savings, adjusted based on the ESCO's performance on certain quality metrics. ESCOs may also owe payments to CMS if actual costs of care rise above set thresholds. As of March 2021, approximately 34,800 patients were aligned to ESCOs in which we participated.
In November 2017, we announced the results from the first performance year from our ESCOs. The results, which cover the period from October 2015 through December 2016, show improved health outcomes for patients receiving coordinated care through the ESCOs. This success was validated by an independent report, which showed a nearly 9% decrease in hospitalization rates for these patients during the same time. In the second performance year (CY 2017) the Company's ESCOs together generated more than \$66.7 M (€59.0 M) in gross savings, an average 3.4% reduction in expenditures per patient. For the third performance year (CY 2018), CMS published the final settlement reports on August 14, 2020. In total the Company's ESCOs produced more than \$66.1 M (€56.0 M) in gross savings, an average 1.9% reduction in expenditures per patient. For the fourth performance year (CY 2019), CMS published the final settlement reports on October 31, 2020. In total, the Company's ESCOs produced more than \$10.8 M (€9.6 M) in gross losses, an average 0.3% increase in expenditures per patient. For the fifth performance year (CY 2020), CMS gave each ESCO the options to (a) extend participation in the program through March 31, 2021, and/or to (b) accept the following financial changes: (i) reduce 2020 downside risk by reducing shared losses by proportion of months during the COVID-19 Public Health Emergency as promulgated under the Public Health Services Act, (ii) cap gross savings upside potential at 5% gross savings, (iii) remove COVID-19 inpatient episodes, and (iv) remove the 2020 financial guarantee requirement. All of our affiliated ESCOs signed amendments to extend participation in the program through March 31, 2021 and 22 of our ESCOs accepted the financial changes related to COVID-19. The Model ended on March 31, 2021. We anticipate that CMS will publish final settlement reports for the last performance year in the second half of 2022.
We have also entered into value and risk-based care programs with private payors to provide care to commercial and Medicare Advantage ESKD and CKD patients. Under these payment arrangements, our financial performance is based on our ability to manage a defined scope of medical costs within certain parameters for clinical outcomes.
On July 10, 2019, an Executive Order on advancing kidney health was signed in the United States. Among other things, the order instructed the Secretary of the U.S. Department of Health and Human Services ("HHS") to develop new Medicare payment models to encourage identification and earlier treatment of kidney disease as well as increased home dialysis and transplants. One of those models, for which the rule was finalized on September 29, 2020 and later amended through finalized changes on October 29, 2021, the ESRD Treatment Choices ("ETC") model, is a mandatory model that creates financial incentives for home treatment and kidney transplants with a start date in January 2021 and ending in June 2027. This model applies both upside and downside payment adjustments to claims submitted by physicians and dialysis facilities for certain Medicare home dialysis patients over the span of six and one-half years. Participants in this model are based on a random selection of 30% of the Hospital Referral Regions. As of June 30, 2022, 986 of our U.S. dialysis facilities, representing approximately 35% of our U.S. dialysis facilities, are within the random selection of Hospital Referral Regions and therefore are in areas selected for participation in the model. An initial upside-only payment, Home Dialysis Payment Adjustment ("HDPA"), will be applied for the first three years of the model, beginning in January 2021, in decreasing payment adjustments ranging from 3% in the first HDPA payment year, to 2% in the second HDPA payment year, and to 1% in the final HDPA payment year. This model also includes a Performance Payment Adjustment ("PPA") beginning in July 2022. PPA payments will be a combined calculation of home dialysis (home, self-dialysis and nocturnal in-center) and transplant (living donor transplants and transplant waitlist) rates based upon a participant's historic performance and/or increasingly weighted benchmark data from comparison geographic areas. CMS utilizes a two-tiered approach in PPA scoring to stratify participants with a high volume of beneficiaries who are dual-eligible for Medicare and Medicaid or Low Income Subsidy recipients. Possible PPA payment adjustments increase over time and will range from (5%) to 4% in the first PPA payment year (beginning July 2022) for both physicians and facilities and increase to (9%) and 8% for physicians and (10%) and 8% for facilities in the final PPA payment year (ending in June 2027).
On June 28, 2022, CMS proposed refinements to the ETC model, including a change to the requirements related to flexibilities regarding furnishing and billing kidney disease patient education services under the ETC model. CMS has also discussed its intent to publish participant-level performance data.
Pursuant to the Executive Order, the Secretary of HHS also announced voluntary payment models, Kidney Care First ("KCF") and Comprehensive Kidney Care Contracting ("CKCC") model (graduated, professional and global), which aim to build on the existing Comprehensive ESRD Care model. The 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 ESKD, 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. 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 January 2020. We submitted 25 CKCC applications to participate in the professional model and were also included in four other CKCC applications submitted by nephrologists. All 29 of these KCE applications were accepted in June 2020. Of the 29 accepted applications, 28 KCEs have elected to participate in the implementation period, which started on October 15, 2020, and provided a start-up period during which the KCE is not at financial risk. The KCEs started assuming financial risk at the start of the first performance year on January 1, 2022. Of the 28 KCEs participating in the implementation period, we moved forward with 20 of the KCEs during the first performance year. Once implemented, the CKCC model is expected to run through 2026.
For the second performance year in the CKCC model, we submitted 4 additional CKCC applications (3 under the professional option and 1 under the global option) and were also included in one other CKCC application submitted by nephrologists under the global option. All 5 applications were accepted. CMS will require these newly accepted KCEs to decide in the fourth quarter of 2022 whether they will move forward during the second performance year to start assuming financial risk as of January 1, 2023.
We are presently unable to predict the effects on our business of the ETC payment model and the voluntary payment models.
Our operating and reportable segments are the North America Segment, the EMEA Segment, the Asia-Pacific Segment and the Latin America Segment. The operating segments are determined based upon how we manage our businesses with geographical responsibilities. All segments are primarily engaged in providing health care services and the distribution of products and equipment for the treatment of ESKD and other extracorporeal therapies. 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. We do not include income taxes as we believe taxes are outside the segments' control. Financing is a corporate function which our segments do not control. Therefore, we do not include interest expense relating to financing as a segment measurement. Similarly, we do not allocate certain costs which relate primarily to certain headquarters' overhead charges, including accounting and finance as well as certain legal and IT costs, because we believe that these costs are also not within the control of the individual segments. Production of products, production asset management, quality and supply chain management as well as procurement related to production are centrally managed. Products transferred to the segments are transferred at cost; therefore, no internal profit is generated. The associated internal revenue for the product transfers and their elimination are recorded as corporate activities. Capital expenditures for production are based on the expected demand of the segments and consolidated profitability considerations. Our global research and development team as well as our Global Medical Office, which seek to optimize medical treatments and clinical processes within the Company, are also centrally managed. These corporate activities do not fulfill the definition of a segment according to IFRS 8, Operating Segments. In addition, certain revenues, investments and intangible assets, as well as any related expenses, are not allocated to a segment but accounted for as Corporate. Accordingly, all of these items are excluded from our analysis of segment results and are discussed below in the discussion of our consolidated results of operations. See note 12 included in this report for a further discussion on our operating segments.
As announced on November 2, 2021, we entered the next phase of our program focusing on the transformation of our global operating model to strengthen profitability and enable execution on our mid-term strategy ("FME25 Program"): the transformation of our operating model to provide the base for future sustainable growth in the medium-term. In the new operating model, the Company intends to reorganize its business into two global operating segments.
We are consolidating our health care products business, including research and development, manufacturing, supply chain and commercial operations, as well as supporting functions, such as regulatory and quality management, under a global umbrella. The products business will be organized along the three treatment modalities that we serve: Incenter, Home and Critical Care. Our global health care services business will be combined into one segment.
Our Global Medical Office will continue to leverage the vertically integrated approach to optimize clinical outcomes for our patients. General and administrative functions will also be globalized using a three pillars model of business partnering, centers of excellence and global shared services.
We expect to complete the implementation of the new model around 2023.
Certain of the following key performance indicators and other financial information as well as discussions and analyses set out in this report include measures that are not defined by IFRS ("Non-IFRS Measure"). We believe this information, along with comparable IFRS 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.
Our presentation of some key performance indicators and other financial measures used in this report such as changes in revenue, operating income and net income attributable to shareholders of FMC-AG & Co. KGaA (or "net income") includes the impact of translating local currencies to our reporting currency for financial reporting purposes. We calculate these Non-IFRS financial measures at constant exchange rates in our publications to show changes in our revenue, operating income, net income attributable to shareholders of FMC-AG & Co. KGaA and other items without giving effect to period-to-period currency fluctuations. Under IFRS, amounts received in local (non-euro) currency are translated into euro at the average exchange rate for the period presented. Once we translate the local currency for the constant currency, we then calculate the change, as a percentage, of the current period calculated using the prior period exchange rates versus the prior period. This resulting percentage is a Non-IFRS Measure referring to a change as a percentage at constant currency. These currency-adjusted financial measures are identifiable by the designated terms "Constant Exchange Rates" or "Constant Currency."
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 FMC-AG & Co. KGaA and other items from period to period. In addition, under our long-term incentive plans, we measure the attainment of certain predetermined financial targets for revenue growth and net income growth in Constant Currency. However, we limit our use of Constant Currency period-over-period changes to a measure for the impact of currency fluctuations on the translation of local currency into euro. We do not evaluate our results and performance without considering both:
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 FMC-AG & Co. KGaA and other items prepared in accordance with IFRS. We present the growth rate derived from non-IFRS measures next to the growth rate derived from IFRS measures such as revenue, operating income, net income attributable to shareholders of FMC-AG & Co. KGaA and other items. As the reconciliation is inherent in the disclosure included within "IV. Results of operations, financial position and net assets," below, we believe that a separate reconciliation would not provide any additional benefit.
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 financial measure, and how ROIC is calculated:
in € M, except where otherwise specified
| June 30, | March 31, | December 31, | September 30, | June 30, | |
|---|---|---|---|---|---|
| 2022 | 2022 | 2022 | 2021 | 2021 | 2021 |
| Total assets | 36,070 | 34,724 | 34,367 | 33,831 | 32,987 |
| Plus: Cumulative goodwill amortization and impairment loss |
665 | 641 | 612 | 604 | 602 |
| Minus: Cash and cash equivalents | (1,025) | (1,173) | (1,482) | (1,562) | (1,408) |
| Minus: Loans to related parties | (1) | (4) | (15) | (4) | (6) |
| Minus: Deferred tax assets | (310) | (299) | (315) | (374) | (359) |
| Minus: Accounts payable to unrelated parties |
(837) | (790) | (736) | (706) | (685) |
| Minus: Accounts payable to related parties |
(102) | (70) | (121) | (94) | (102) |
| Minus: Provisions and other current liabilities (1) |
(3,222) | (3,188) | (3,319) | (3,516) | (3,528) |
| Minus: Income tax liabilities | (207) | (194) | (174) | (224) | (218) |
| Invested capital | 31,031 | 29,647 | 28,817 | 27,955 | 27,283 |
| Average invested capital as of June 30, 2022 |
28,946 | ||||
| Operating income | 1,642 | ||||
| Income tax expense (2) | (485) | ||||
| NOPAT | 1,157 |
| in € M, except where otherwise specified | |||||
|---|---|---|---|---|---|
| 2022 | June 30, 2022 |
March 31, 2022(3) |
December 31, 2021(3) |
September 30, 2021(3) |
June 30, 2021(3) |
| Total assets | — | — | — | 115 | 186 |
| Minus: Cash and cash equivalents | — | — | — | — | — |
| Minus: Provisions and other current liabilities (1) |
— | — | — | — | — |
| Invested capital | — | — | — | 115 | 186 |
| Adjustment to average invested capital as of June 30, 2022 |
60 | ||||
| Adjustment to operating income (3) | 4 | ||||
| Adjustment to income tax expense (3) | (1) | ||||
| Adjustment to NOPAT | 3 |
in € M, except where otherwise specified
| June 30, | March 31, | December 31, | September 30, | June 30, | |
|---|---|---|---|---|---|
| 2022 | 2022 | 2022(3) | 2021(3) | 2021(3) | 2021(3) |
| Total assets | 36,070 | 34,724 | 34,367 | 33,946 | 33,173 |
| Plus: Cumulative goodwill amortization | |||||
| and impairment loss | 665 | 641 | 612 | 604 | 602 |
| Minus: Cash and cash equivalents | (1,025) | (1,173) | (1,482) | (1,562) | (1,408) |
| Minus: Loans to related parties | (1) | (4) | (15) | (4) | (6) |
| Minus: Deferred tax assets | (310) | (299) | (315) | (374) | (359) |
| Minus: Accounts payable to unrelated | |||||
| parties | (837) | (790) | (736) | (706) | (685) |
| Minus: Accounts payable to related | |||||
| parties | (102) | (70) | (121) | (94) | (102) |
| Minus: Provisions and other current | |||||
| liabilities (1) | (3,222) | (3,188) | (3,319) | (3,516) | (3,528) |
| Minus: Income tax liabilities | (207) | (194) | (174) | (224) | (218) |
| Invested capital | 31,031 | 29,647 | 28,817 | 28,070 | 27,469 |
| Average invested capital as of June | |||||
| 30, 2022 | 29,006 | ||||
| Operating income (3) | 1,646 | ||||
| Income tax expense (2), (3) | (486) | ||||
| NOPAT | 1,160 | ||||
| ROIC | 4.0 % |
in € M, except where otherwise specified
| 2021 | December 31, 2021 |
September 30, 2021 |
June 30, 2021 |
March 31, 2021 |
December 31, 2020 |
|---|---|---|---|---|---|
| Total assets | 34,367 | 33,831 | 32,987 | 33,159 | 31,689 |
| Plus: Cumulative goodwill amortization | |||||
| and impairment loss | 612 | 604 | 602 | 598 | 583 |
| Minus: Cash and cash equivalents | (1,482) | (1,562) | (1,408) | (1,073) | (1,082) |
| Minus: Loans to related parties | (15) | (4) | (6) | (1) | (1) |
| Minus: Deferred tax assets | (315) | (374) | (359) | (333) | (351) |
| Minus: Accounts payable to unrelated | |||||
| parties | (736) | (706) | (685) | (635) | (732) |
| Minus: Accounts payable to related | |||||
| parties | (121) | (94) | (102) | (105) | (95) |
| Minus: Provisions and other current | |||||
| liabilities (1) | (3,319) | (3,516) | (3,528) | (3,436) | (3,180) |
| Minus: Income tax liabilities | (174) | (224) | (218) | (232) | (197) |
| Invested capital | 28,817 | 27,955 | 27,283 | 27,942 | 26,634 |
| Average invested capital as of | |||||
| December 31, 2021 | 27,725 | ||||
| Operating income | 1,852 | ||||
| Income tax expense (2) | (490) | ||||
| NOPAT | 1,362 |
in € M, except where otherwise specified
| 2021 | December 31, 2021 |
September 30, 2021(3) |
June 30, 2021(3) |
March 31, 2021(3) |
December 31, 2020(3) |
|---|---|---|---|---|---|
| Total assets | — | 115 | 186 | 189 | 291 |
| Minus: Cash and cash equivalents | — | — | — | — | (3) |
| Minus: Provisions and other current liabilities(1) |
— | — | — | — | (6) |
| Invested capital | — | 115 | 186 | 189 | 282 |
| Adjustment to average invested capital as of December 31, 2021 |
154 | ||||
| Adjustment to operating income (3) | 12 | ||||
| Adjustment to income tax expense (3) | (3) | ||||
| Adjustment to NOPAT | 9 |
in € M, except where otherwise specified
| 2021 | December 31, 2021 |
September 30, 2021(3) |
June 30, 2021(3) |
March 31, 2021(3) |
December 31, 2020(3) |
|---|---|---|---|---|---|
| Total assets | 34,367 | 33,946 | 33,173 | 33,348 | 31,980 |
| Plus: Cumulative goodwill amortization and impairment loss |
612 | 604 | 602 | 598 | 583 |
| Minus: Cash and cash equivalents | (1,482) | (1,562) | (1,408) | (1,073) | (1,085) |
| Minus: Loans to related parties | (15) | (4) | (6) | (1) | (1) |
| Minus: Deferred tax assets | (315) | (374) | (359) | (333) | (351) |
| Minus: Accounts payable to unrelated parties |
(736) | (706) | (685) | (635) | (732) |
| Minus: Accounts payable to related parties |
(121) | (94) | (102) | (105) | (95) |
| Minus: Provisions and other current liabilities (1) |
(3,319) | (3,516) | (3,528) | (3,436) | (3,186) |
| Minus: Income tax liabilities | (174) | (224) | (218) | (232) | (197) |
| Invested capital | 28,817 | 28,070 | 27,469 | 28,131 | 26,916 |
| Average invested capital as of December 31, 2021 |
27,879 | ||||
| Operating income (3) | 1,864 | ||||
| Income tax expense (2), (3) | (493) | ||||
| NOPAT | 1,371 | ||||
| ROIC | 4.9 % |
(1) 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.
(2) Adjusted for noncontrolling partnership interests.
(3) Including adjustments for acquisitions and divestitures made during the last twelve months with a purchase price above a €50 M threshold.
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 (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 June 30, 2022 and 2021 which reconciles free cash flow and free cash flow in percent of revenue to Net cash provided by (used in) operating activities and Net cash provided by (used in) operating activities in percent of revenue, see "IV. Results of operations, financial position and net assets - Financial position - Sources of Liquidity.''
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 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.
For our self-set target range for the net leverage ratio and the calculation of the net leverage ratio as of June 30, 2022 and December 31, 2021, see "IV. Results of operations, financial position and net assets - Financial position - Sources of Liquidity.''
The following highlights had a significant impact on our business performance for the six months ended June 30, 2022:
The COVID-19 pandemic resulted in an increased mortality of our patients in 2020. The excess mortality continued in 2021 and in the six months ended June 30, 2022, but sequentially declined in line with our projections in the three months ended June 30, 2022. However, infection rates remained on a high level.
To be able to continue care for our patients and to maintain an adequate workforce, we implemented a number of measures, both operational and financial, to protect our patients and employees through expanded personal protective equipment protocols and expenses related to surge capacity for patients suspected or confirmed to have COVID-19.
In addition to introducing comprehensive measures to reduce infection risks and maintain safe operations in our dialysis centers, vaccinations are crucial for containing the COVID-19 pandemic. In several countries we have made our dialysis clinics available for the direct vaccination of patients and, where requested, the general public.
Also in 2021 and in the six months ended June 30, 2022, governments in various regions in which we operate have provided economic assistance programs to address the consequences of the pandemic on companies and support healthcare providers and patients.
We experienced a loss of revenue due to the pandemic in certain parts of our business. Overall, COVID-19 resulted in a negative impact to net income attributable to shareholders of FMC-AG & Co. KGaA for the six months ended June 30, 2022, primarily driven by impacts from excess mortality rates among patients due to COVID-19 in certain of our operating segments.
For more information see note 2 d) included in this report.
The Ukraine War is affecting Fresenius Medical Cares' dialysis operations and patient care in the country itself, but also caused higher bad debt expenses for Russia and Ukraine. The direct adverse effect of the Ukraine War resulted in a negative impact to net income attributable to shareholders of FMC-AG & Co. KGaA in the amount of €20 M for the six months ended June 30, 2022, and is treated as a Special Item. We will continue to monitor closely the potential effects of the war as well as the general impact challenging macroeconomic inflationary environment.
Starting April 1, 2022, we apply IAS 29, Financial Reporting in Hyperinflationary Economies, in our Turkish subsidiaries due to inflation in this country. The Hyperinflation in Turkey resulted in a negative impact to net income attributable to shareholders of FMC-AG & Co. KGaA in the amount of around €6 M for the six months ended June 30, 2022, and is treated as a Special Item.
On February 14, 2022, we issued €25 M and €200 M tranches of Schuldschein loans with maturities of 5 and 7 years, respectively, at variable interest rates. The proceeds were used for general corporate purposes including refinancing of existing liabilities.
On June 8, 2022, we amended and extended the Syndicated Credit Facility to extend the term by one year and replace LIBOR with the Term Secured Overnight Financing Rate.
As announced on November 2, 2021, we entered the next phase of our FME25 Program: the transformation of our operating model to provide the base for future sustainable growth in the medium-term. In the new operating model, the Company intends to reorganize its business into two global operating segments.
Overall, the costs related to the FME25 Program resulted in a negative impact to net income attributable to shareholders of FMC-AG & Co. KGaA in the amount of €40 M for the six months ended June 30, 2022, and are treated as a Special Item.
The Humacyte Investment Remeasurement resulted in a negative impact to net income attributable to shareholders of FMC-AG & Co. KGaA in the amount of €57 M for the six months ended June 30, 2022, and is treated as a Special Item.
As previously announced, Chief Executive Officer and Chairman of the Management Board, Rice Powell, will be succeeded by Dr. Carla Kriwet. Dr. Kriwet will now assume office effective October 1, 2022. Rice Powell is stepping down from his position on September 30, 2022, after 10 years of heading the Company. Dr. Kriwet will also become a member of the management board of Fresenius Management SE. Additionally, Helen Giza, Chief Financial Officer and member of the Management Board, has entered a new five-year contract and, in addition to her current positions as Chief Financial Officer and Chief Transformation Officer of Management AG, has assumed the position of Deputy Chief Executive Officer of Management AG.
The following sections summarize our 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.
| in € M | ||||||
|---|---|---|---|---|---|---|
| For the three months ended June 30, |
For the six months ended June 30, |
|||||
| 2022 | 2021 | 2022 | 2021 | |||
| Total revenue | ||||||
| North America Segment | 3,294 | 2,953 | 6,464 | 5,852 | ||
| EMEA Segment | 727 | 693 | 1,401 | 1,362 | ||
| Asia-Pacific Segment | 516 | 486 | 1,023 | 957 | ||
| Latin America Segment | 207 | 171 | 391 | 330 | ||
| Corporate | 13 | 17 | 26 | 29 | ||
| Total | 4,757 | 4,320 | 9,305 | 8,530 | ||
| Operating income | ||||||
| North America Segment | 340 | 398 | 644 | 796 | ||
| EMEA Segment | 60 | 73 | 121 | 153 | ||
| Asia-Pacific Segment | 71 | 84 | 170 | 170 | ||
| Latin America Segment | (6) | 3 | 5 | 9 | ||
| Corporate | (124) | (134) | (252) | (230) | ||
| Total | 341 | 424 | 688 | 898 | ||
| Interest income | 13 | 14 | 27 | 29 | ||
| Interest expense | (85) | (83) | (168) | (174) | ||
| Income tax expense | (63) | (75) | (130) | (169) | ||
| Net income | 206 | 280 | 417 | 584 | ||
| Net income attributable to noncontrolling interests | (59) | (61) | (112) | (116) | ||
| Net income attributable to shareholders of FMC-AG & | ||||||
| Co. KGaA | 147 | 219 | 305 | 468 |
Revenue and operating income generated in countries outside the eurozone are subject to currency fluctuations. The table below summarizes the development of the euro against the U.S. dollar, as well as the revenue and the operating income generated in U.S. dollars, as a percentage of the consolidated results, for the three- and six-month periods ended June 30, 2022 and 2021:
| For the three months ended June 30, |
For the six months ended June 30, |
||||
|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | ||
| positive | negative | positive | negative | ||
| Currency development of euro against the U.S. dollar | impact | impact | impact | impact | |
| Percentage of revenue generated in U.S. dollars | 69% | 68% | 69 % | 69 % | |
| Percentage of operating income generated in U.S. dollars | 99% | 94% | 94 % | 89 % |
| Change in % | |||||
|---|---|---|---|---|---|
| For the three months ended June 30, |
Currency | ||||
| 2022 | 2021 | As reported | translation effects |
Constant Currency(1) |
|
| Revenue in € M | 4,757 | 4,320 | 10% | 9% | 1% |
| Health care services | 3,782 | 3,400 | 11% | 10% | 1% |
| Health care products | 975 | 920 | 6% | 5% | 1% |
| Number of dialysis treatments | 13,074,041 | 13,208,732 | (1%) | ||
| Same Market Treatment Growth (2) | (1.5%) | (1.4%) | |||
| Gross profit in € M | 1,346 | 1,284 | 5% | 8% | (3%) |
| Gross profit as a % of revenue | 28.3% | 29.7% | |||
| Selling, general and administrative costs in € M | 969 | 830 | 17% | (9%) | 8% |
| Selling, general and administrative costs as a % of revenue |
20.4% | 19.2% | |||
| Operating income in € M | 341 | 424 | (20%) | 7% | (27%) |
| Operating income margin | 7.2% | 9.8% | |||
| Net income attributable to shareholders of FMC-AG & Co. KGaA in € M |
147 | 219 | (33%) | 6% | (39%) |
| Basic earnings per share in € | 0.50 | 0.75 | (33%) | 6% | (39%) |
(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").
Health care services revenue increased by 11% as compared to the three months ended June 30, 2021 (+1% at Constant Exchange Rates) driven by a positive impact from foreign currency translation (+10%) and contributions from acquisitions (+1%), despite impacts from excess mortality rates among patients due to COVID-19 in certain of our operating segments which are further described in the discussions of our segments below and higher implicit price concessions in the North America Segment.
Dialysis treatments decreased by 1% as a result of negative Same Market Treatment Growth (-1%) and the effect of closed or sold clinics (-1%), partially offset by contributions from acquisitions (+1%). Excess mortality rates among our patients due to COVID-19 contributed significantly to the decreases in treatments and Same Market Treatment Growth.
At June 30, 2022, we owned or operated 4,163 dialysis clinics compared to 4,125 dialysis clinics at June 30, 2021. During the three months ended June 30, 2022, we acquired 1 dialysis clinic, opened 15 dialysis clinics and combined or closed 6 clinics. The number of patients treated in dialysis clinics that we own or operate remained relatively stable at 345,687 as of June 30, 2022 (June 30, 2021: 345,646).
Health care product revenue increased by 6% (+1% at Constant Exchange Rates), driven by a positive impact from foreign currency translation and higher sales of in-center disposables, partially offset by lower sales of acute cardiopulmonary products.
Gross profit increased by 5% (-3% at Constant Exchange Rates), primarily driven by government relief funding available for health care providers affected by the COVID-19 pandemic, which offset certain eligible costs, (North America Segment), a favorable impact from foreign currency translation effects and higher average reimbursement rates (North America Segment and EMEA Segment), partially offset by higher personnel expense (primarily in the North America Segment), inflationary and supply chain cost increases (across all regions) and higher implicit price concessions (North America Segment).
Selling, general and administrative ("SG&A") expense increased by 17% (+8% at Constant Exchange Rates), primarily driven by a negative impact from foreign currency translation (North America Segment, Corporate, Asia-Pacific Segment and Latin America Segment), an unfavorable impact from the remeasurement of investments (primarily driven by the Humacyte Investment Remeasurement in the North America Segment) and higher personnel expense (North America Segment and Latin America Segment), partially offset by lower share-based compensation (North America Segment and at Corporate).
Income from equity method investees decreased by 14% to €19 M from €22 M. The decrease was primarily driven by lower earnings in Vifor Fresenius Medical Care Renal Pharma Ltd. ("VFMCRP") and other entities in which we have less than 100% ownership.
Operating income decreased by 20% (-27% at Constant Exchange Rates), largely driven by the combined effects of the items discussed within gross profit and SG&A expense as well as a positive impact from foreign currency translation.
Net interest expense increased by 3% to €72 M from €69 M, primarily due a negative impact from foreign currency translation and a prior year release of interest accruals related to uncertain tax treatments, partially offset by refinancing activities (including the issuance of bonds in prior periods at lower interest rates and the repayment of term loans).
Income tax expense decreased by 16% to €63 M from €75 M. The effective tax rate increased to 23.4% from 21.2% for the same period of 2021 largely driven by the absence of impacts related to changes in tax risk estimates realized in the prior year, non-tax deductible expenses related to Hyperinflation in Turkey and higher tax provisions related to tax law changes, partially offset by a larger portion of tax-free income attributable to noncontrolling interests compared to income before income taxes.
Net income attributable to shareholders of FMC-AG & Co. KGaA decreased by 33% (-39% at Constant Exchange Rates) as a result of the combined effects of the items discussed above.
Basic earnings per share decreased by 33% (-39% at Constant Exchange Rates), primarily due to the decrease in net income attributable to shareholders of FMC-AG & Co. KGaA described above, partially offset by a positive impact from foreign currency translation. The average weighted number of shares outstanding for the period remained relatively stable at 293.1 M on June 30, 2022 as compared to the prior year period (June 30, 2021: 292.9 M).
The number of full-time equivalent employees we employed was 123,153 as of June 30, 2022 which remained relatively stable as compared to the prior year period (June 30, 2021: 123,538).
Management believes that there are Special Items which should be excluded from certain metrics to enhance transparency and comparability when giving guidance.
Special Items are unusual in nature and have not been foreseeable or not foreseeable in size or impact at the time of giving guidance. In the presentation of the expected development of our business in our outlook, Special Items are therefore excluded. Presenting our results excluding Special Items ensures comparability of the figures presented with the Company's financial targets which have been defined excluding Special Items.
We believe the following results (excluding Special Items) should be analyzed only in connection with the results presented above. For the three months ended June 30, 2022 and 2021, we identified the costs related to the FME25 program and for the three months ended June 30, 2022, we identified the Hyperinflation in Turkey, the Humacyte Investment Remeasurement in the North America Segment as well as the Impacts Related to the War in Ukraine as Special Items which, when excluded from the results disclosed above, may provide a reader with further useful information in assessing our performance against the financial targets. The Special Item FME25 program mainly affects Corporate, the North America Segment and the EMEA Segment.
For comparability with our financial targets as presented in the outlook the following table reconciles the performance indicators for the interim consolidated financial statements in accordance with IFRS, as they are to be applied in the EU, to the performance indicators excluding Special Items. These results excluding Special Items should only be viewed as a supplement to our results disclosed in accordance with IFRS.
| in € M | For the three months ended June 30, | Change in % excl. Special Items |
|||||||
|---|---|---|---|---|---|---|---|---|---|
| Results 2022 |
FME25 Program |
Humacyte Investment Remeasurement |
Ukraine War |
Hyper inflation in Turkey |
Results 2022 excl. Special Items |
Current rate |
Constant Currency(1) |
||
| Revenue | 4,757 | — | — | — | — | 4,757 | 10% | 1% | |
| Operating income | 341 | 21 | 75 | 2 | 6 | 445 | 3% | (6%) | |
| Net income (2) | 147 | 15 | 55 | 2 | 6 | 225 | 0% | (7%) |
| in € M | For the three months ended June 30, | ||||
|---|---|---|---|---|---|
| Results 2021 |
FME25 Program |
Results 2021 excl. Special Items |
|||
| Revenue | 4,320 | — | 4,320 | ||
| Operating income | 424 | 9 | 433 | ||
| Net income (2) | 219 | 6 | 225 |
(1) For further information on Constant Exchange Rates, see "II. Discussion of measures - Non-IFRS measures" above.
(2) Net income attributable to shareholders of FMC-AG & Co. KGaA.
The following discussions pertain to our operating and reportable segments and the measures we use to manage these segments.
Performance indicators for the North America Segment
| Change in % | ||||||
|---|---|---|---|---|---|---|
| For the three months ended June 30, |
Currency translation |
Constant | ||||
| 2022 | 2021 | As reported | effects | Currency (1) | ||
| Revenue in € M | 3,294 | 2,953 | 12% | 13% | (1%) | |
| Health care services | 3,026 | 2,695 | 12% | 13% | (1%) | |
| Health care products | 268 | 258 | 4% | 12% | (8%) | |
| Number of dialysis treatments | 7,953,340 | 8,079,555 | (2%) | |||
| Same Market Treatment Growth | (2.5%) | (2.4%) | ||||
| Operating income in € M | 340 | 398 | (14%) | 10% | (24%) | |
| Operating income margin | 10.3 % | 13.5 % |
(1) For further information on Constant Exchange Rates, see "II. Discussion of measures – Non–IFRS measures" above.
Health care services revenue increased by 12% (-1% at Constant Exchange Rates), driven by a positive impact from foreign currency translation (+13%) and contributions from acquisitions (+1%), partially offset by a decrease in organic growth (-2%) resulting from the effects of excess mortality rates among patients due to COVID-19 and higher implicit price concessions.
Dialysis treatments decreased by 2% largely due to negative Same Market Treatment Growth (-2%) and effect of closed or sold clinics (-1%), partially offset by contributions from acquisitions (+1%). As of June 30, 2022, 209,084 patients, a decrease of 1% (June 30, 2021: 210,621), were treated in the 2,694 dialysis clinics (June 30, 2021: 2,662) that we own or operate in the North America Segment. Excess mortality rates among patients due to COVID-19 contributed significantly to the decreases in treatments, patients and Same Market Treatment Growth.
Health care product revenue increased by 4% (-8% at Constant Exchange Rates), driven by a positive impact from foreign currency translation, partially offset by lower sales of in-center disposables, machines for chronic treatment, renal pharmaceuticals and home hemodialysis products.
Operating income decreased by 14% (-24% at Constant Exchange Rates), primarily related to higher personnel expense, the Humacyte Investment Remeasurement, higher implicit price concessions, an unfavorable impact from excess mortality rates among our patients due to COVID-19 as well as inflationary and supply chain cost increases, partially offset by government relief funding available for health care providers affected by the COVID-19 pandemic, which offset certain eligible costs, and a positive impact from foreign currency translation effects.
| Change in % | ||||||
|---|---|---|---|---|---|---|
| For the three months ended June 30, |
As | Currency translation |
Constant | |||
| 2022 | 2021 | reported | effects | Currency(1) | ||
| Revenue in € M | 727 | 693 | 5% | (2%) | 7% | |
| Health care services | 362 | 341 | 6% | 0% | 6% | |
| Health care products | 365 | 352 | 4% | (3%) | 7% | |
| Number of dialysis treatments | 2,481,068 | 2,461,772 | 1% | |||
| Same Market Treatment Growth | 0.0% | (3.8%) | ||||
| Operating income in € M | 60 | 73 | (19%) | (1%) | (18%) | |
| Operating income margin | 8.2% | 10.6% |
(1) For further information on Constant Exchange Rates, see "II. Discussion of measures – Non–IFRS measures" above.
Health care service revenue increased by 6% (+6% at Constant Exchange Rates), driven by an increase in organic growth including the effects of Hyperinflation in Turkey (+6%).
Dialysis treatments increased by 1% due to contributions from acquisitions (+1%). As of June 30, 2022, 66,544 patients, an increase of 2% (June 30, 2021: 65,401), were treated at the 820 dialysis clinics (June 30, 2021: 815) that we own or operate in the EMEA Segment.
Health care product revenue increased by 4% (+7% at Constant Exchange Rates), primarily due to higher sales of incenter disposables, machines for chronic treatment and renal pharmaceuticals (including the effects of Hyperinflation in Turkey), partially offset by a negative impact from foreign currency translation and lower sales of acute cardiopulmonary products.
Operating income decreased by 19% (-18% at Constant Exchange Rates), mainly due to inflationary cost increases, Hyperinflation in Turkey and costs associated with the FME 25 Program, partially offset by favorable foreign currency transaction effects.
| Change in % | ||||||
|---|---|---|---|---|---|---|
| For the three months ended June 30, |
Currency translation |
Constant | ||||
| 2022 | 2021 | As reported | effects | Currency(1) | ||
| Revenue in € M | 516 | 486 | 6% | 4% | 2% | |
| Health care services | 237 | 227 | 5% | 2% | 3% | |
| Health care products | 279 | 259 | 8% | 7% | 1% | |
| Number of dialysis treatments | 1,207,771 | 1,188,789 | 2% | |||
| Same Market Treatment Growth | 2.6% | 5.8% | ||||
| Operating income in € M | 71 | 84 | (16%) | 0% | (16%) | |
| Operating income margin | 13.8% | 17.3% |
(1) For further information on Constant Exchange Rates, see "II. Discussion of measures – Non–IFRS measures" above.
Health care services revenue increased by 5% (+3% at Constant Exchange Rates), driven by an increase in organic growth (+3%), a positive impact from foreign currency translation (+2%) and contributions from acquisitions (+1%), partially offset by the effect of closed or sold clinics (-1%).
Dialysis treatments increased by 2% mainly due to Same Market Treatment Growth (+3%), partially offset by the effect of closed or sold clinics (-1%). As of June 30, 2022, 33,799 patients, an increase of 1% (June 30, 2021: 33,491) were treated at the 400 dialysis clinics (June 30, 2021: 404) that we own or operate in the Asia-Pacific Segment.
Health care product revenue increased by 8% (+1% at Constant Exchange Rates), mainly due to a positive impact from foreign currency translation and higher sales of peritoneal dialysis products.
Operating income decreased by 16% (-16% at Constant Exchange Rates), primarily due to an unfavorable impact from growth in lower margin businesses and inflationary cost increases.
| For the three months ended June 30, |
Currency translation |
Constant Currency(1) |
|||
|---|---|---|---|---|---|
| 2022 | 2021 As reported |
effects | |||
| Revenue in € M | 207 | 171 | 21% | 4% | 17% |
| Health care services | 149 | 123 | 21% | 1% | 20% |
| Health care products | 58 | 48 | 22% | 12% | 10% |
| Number of dialysis treatments | 1,431,862 | 1,478,616 | (3%) | ||
| Same Market Treatment Growth | (1.8%) | 3.4% | |||
| Operating income (loss) in € M | (6) | 3 | n.a. | n.a. | |
| Operating income margin | (3.0%) | 1.5% |
(1) For further information on Constant Exchange Rates, see "II. Discussion of measures – Non–IFRS measures" above.
Health care service revenue increased by 21% (+20% at Constant Exchange Rates), driven by an increase in organic growth (+21%) and a positive impact from foreign currency translation (+1%), partially offset by the effect of closed or sold clinics (-1%).
Dialysis treatments decreased by 3% mainly due to negative Same Market Treatment Growth (-2%) and the effect of closed or sold clinics (-1%). As of June 30, 2022, 36,260 patients (June 30, 2021: 36,133), were treated at the 249 dialysis clinics (June 30, 2021: 244) that we own or operate in the Latin America Segment. Excess mortality rates among patients due to COVID-19 contributed to the decreases in treatments and Same Market Treatment Growth.
Health care product revenue increased by 22% (+10% at Constant Exchange Rates), primarily due to a positive impact from foreign currency translation, higher sales of in-center disposables and machines for chronic treatment.
Operating income (loss) decreased to a loss of €6 M from a profit of €3 M, primarily due to inflationary cost increases and unfavorable foreign currency transaction effects, partially offset by lower bad debt expense and a positive impact from foreign currency translation.
| Change in % | ||||||
|---|---|---|---|---|---|---|
| For the six months ended June 30, |
Currency translation |
Constant | ||||
| 2022 | 2021 | As reported | effects | Currency(1) | ||
| Revenue in € M | 9,305 | 8,530 | 9% | 7% | 2% | |
| Health care services | 7,389 | 6,726 | 10% | 8% | 2% | |
| Health care products | 1,916 | 1,804 | 6% | 4% | 2% | |
| Number of dialysis treatments | 25,932,144 | 26,212,741 | (1%) | |||
| Same Market Treatment Growth | (1.5%) | (1.4%) | ||||
| Gross profit in € M | 2,604 | 2,491 | 5% | 7% | (2%) | |
| Gross profit as a % of revenue | 28.0% | 29.2% | ||||
| Selling general and administrative costs in € M | 1,841 | 1,542 | 19% | (7%) | 12% | |
| Selling, general and administrative costs as a % of | ||||||
| revenue | 19.8% | 18.1% | ||||
| Operating income in € M | 688 | 898 | (23%) | 6% | (29%) | |
| Operating income margin | 7.4% | 10.5% | ||||
| Net income attributable to shareholders of FMC | ||||||
| AG & Co. KGaA in € M | 305 | 468 | (35%) | 4% | (39%) | |
| Basic earnings per share in € | 1.04 | 1.60 | (35%) | 4% | (39%) |
(1) For further information on Constant Exchange Rates, see "II. Discussion of measures – Non–IFRS measures" above.
Health care services revenue increased by 10% as compared to the six months ended June 30, 2021 (+2% at Constant Exchange Rates) driven by a positive impact from foreign currency translation (+8%), contributions from acquisitions (+1%) and an increase in organic growth (+1%), despite impacts from excess mortality rates among patients due to COVID-19 in certain of our operating segments which are further described in the discussions of our segments below.
Dialysis treatments decreased by 1% as a result of negative Same Market Treatment Growth (-1%) and the effect of closed or sold clinics (-1%), partially offset by contributions from acquisitions (+1%). Excess mortality rates among our patients due to COVID-19 contributed significantly to the decreases in treatments and Same Market Treatment Growth.
Health care product revenue increased by 6% (+2% at Constant Exchange Rates), driven by a positive impact from foreign currency translation and higher sales of in-center disposables, partially offset by lower sales of acute cardiopulmonary products.
Gross profit increased by 5% (-2% at Constant Exchange Rates), primarily driven by a favorable impact from foreign currency translation effects (North America Segment, Asia-Pacific Segment and Latin America Segment), government relief funding available for health care providers affected by the COVID-19 pandemic, which offset certain eligible costs, (North America Segment), higher average reimbursement rates (North America Segment and EMEA Segment), a positive impact from a partial reversal of an accrual related to a revenue recognition adjustment for accounts receivable in legal dispute (North America Segment) and a favorable impact from foreign currency transaction effects (Asia-Pacific Segment, EMEA Segment and Latin America Segment), partially offset by higher personnel expense, inflationary and supply chain cost increases across all regions and an unfavorable impact from excess mortality rates among our patients due to COVID-19 (mainly in the North America Segment).
SG&A expense increased by 19% (+12% at Constant Exchange Rates), primarily driven by a negative impact from foreign currency translation (North America Segment, Corporate and Asia-Pacific Segment), an unfavorable impact from the remeasurement of investments (primarily driven by the Humacyte Investment Remeasurement in the North America Segment), costs associated with the FME25 Program (mainly in Corporate and the North America Segment), higher personnel expense (North America Segment and Latin America Segment) and Impacts Related to the War in Ukraine (EMEA Segment).
Income from equity method investees decreased by 41% to €30 M from €50 M. The decrease was primarily driven by lower sales of certain renal pharmaceuticals in VFMCRP.
Operating income decreased by 23% (-29% at Constant Exchange Rates), largely driven the combined effects of the items discussed within gross profit and SG&A expense as well as a positive impact from foreign currency translation.
Net interest expense decreased by 3% to €141 M from €145 M, primarily due to refinancing activities (including the issuance of bonds in prior periods at lower interest rates and the repayment of term loans), partially offset by a negative impact from foreign currency translation.
Income tax expense decreased by 23% to €130 M from €169 M. The effective tax rate increased to 23.7% from 22.5% for the same period of 2021 largely driven by higher tax provisions related to tax law changes, the absence of impacts related to changes in tax risk estimates realized in the prior year and non-tax deductible expenses related to Hyperinflation in Turkey, partially offset by a larger portion of tax-free income attributable to noncontrolling interests compared to income before income taxes.
Net income attributable to shareholders of FMC-AG & Co. KGaA decreased by 35% (-39% at Constant Exchange Rates) as a result of the combined effects of the items discussed above.
Basic earnings per share decreased by 35% (-39% at Constant Exchange Rates), primarily due to the decrease in net income attributable to shareholders of FMC-AG & Co. KGaA described above, partially offset by a positive impact from foreign currency translation. The average weighted number of shares outstanding for the period remained relatively stable at 293.1 M on June 30, 2022 (June 30, 2021: 292.9 M).
Management believes that there are Special Items which should be excluded from certain metrics to enhance transparency and comparability when giving guidance.
Special Items are unusual in nature and have not been foreseeable or not foreseeable in size or impact at the time of giving guidance. In the presentation of the expected development of our business in our outlook, Special Items are therefore excluded. Presenting our results excluding Special Items ensures comparability of the figures presented with the Company's financial targets which have been defined excluding Special Items.
We believe the following results (excluding Special Items) should be analyzed only in connection with the results presented above. For the six months ended June 30, 2022 and 2021, we identified the costs related to the FME25 program and for the six months ended June 30, 2022, we identified the Hyperinflation in Turkey, the Humacyte Investment Remeasurement in the North America Segment as well as the Impacts Related to the War in Ukraine as Special Items which, when excluded from the results disclosed above, may provide a reader with further useful information in assessing our performance against the financial targets. The Special Item FME25 program mainly affects Corporate and the North America Segment.
For comparability with our financial targets as presented in the outlook the following table reconciles the performance indicators for the interim consolidated financial statements in accordance with IFRS, as they are to be applied in the EU, to the performance indicators excluding Special Items. These results excluding Special Items should only be viewed as a supplement to our results disclosed in accordance with IFRS.
| in € M For the six months ended June 30, |
Change in % excl. Special Items |
|||||||
|---|---|---|---|---|---|---|---|---|
| Results 2022 |
FME25 Program |
Humacyte Investment Remeasurement |
Ukraine War |
Hyper inflation in Turkey |
Results 2022 excl. Special Items |
Current rate |
Constant Currency(1) |
|
| Revenue | 9,305 | — | — | — | — | 9,305 | 9% | 2% |
| Operating income | 688 | 57 | 78 | 23 | 6 | 852 | (6%) | (13%) |
| Net income (2) | 305 | 40 | 57 | 20 | 6 | 428 | (10%) | (15%) |
Consolidated operating performance excluding Special Items
| in € M | For the six months ended June 30, | ||
|---|---|---|---|
| Results 2021 |
FME25 Program |
Results 2021 excl. Special Items |
|
| Revenue | 8,530 | — | 8,530 |
| Operating income | 898 | 12 | 910 |
| Net income (2) | 468 | 8 | 476 |
(1) For further information on Constant Exchange Rates, see "II. Discussion of measures - Non-IFRS measures" above.
(2) Net income attributable to shareholders of FMC-AG & Co. KGaA.
The following discussions pertain to our operating and reportable segments and the measures we use to manage these segments.
Performance indicators for the North America Segment
| Change in % | |||||
|---|---|---|---|---|---|
| For the six months ended June 30, |
Currency translation |
Constant | |||
| 2022 | 2021 | As reported | effects | Currency(1) | |
| Revenue in € M | 6,464 | 5,852 | 10% | 10% | 0% |
| Health care services | 5,915 | 5,338 | 11% | 10% | 1% |
| Health care products | 549 | 514 | 7% | 10% | (3%) |
| Number of dialysis treatments | 15,767,874 | 16,006,110 | (1%) | ||
| Same Market Treatment Growth | (2.2%) | (2.7%) | |||
| Operating income in € M | 644 | 796 | (19%) | 7% | (26%) |
| Operating income margin | 10.0% | 13.6% |
(1) For further information on Constant Exchange Rates, see "II. Discussion of measures – Non–IFRS measures" above.
Health care services revenue increased by 11% (+1% at Constant Exchange Rates), driven by a positive impact from foreign currency translation (+10%), contributions from acquisitions (+1%) and a positive impact from a partial reversal of an accrual related to a revenue recognition adjustment for accounts receivable in legal dispute (+1%), partially offset by a decrease in organic growth (-1%) resulting from the effects of excess mortality rates among patients due to COVID-19.
Dialysis treatments decreased by 1% largely due to negative Same Market Treatment Growth (-2%), partially offset by contributions from acquisitions (+1%). Excess mortality rates among patients due to COVID-19 contributed significantly to the decreases in treatments, patients and Same Market Treatment Growth.
Health care product revenue increased by 7% (-3% at Constant Exchange Rates), driven by a positive impact from foreign currency translation, partially offset by lower sales of machines for chronic treatment, products for acute care treatments, home hemodialysis products and in-center disposables.
Operating income decreased by 19% (-26% at Constant Exchange Rates), primarily related to higher personnel expense, the Humacyte Investment Remeasurement, an unfavorable impact from excess mortality rates among our patients due to COVID-19, inflationary and supply chain cost increases and higher implicit price concessions, partially offset by government relief funding available for health care providers affected by the COVID-19 pandemic, which offset certain eligible costs, and a positive impact from foreign currency translation.
| Change in % | |||||
|---|---|---|---|---|---|
| For the six months ended June 30, |
As | Currency translation |
Constant | ||
| 2022 | 2021 | reported | effects | Currency(1) | |
| Revenue in € M | 1,401 | 1,362 | 3% | (2%) | 5% |
| Health care services | 707 | 674 | 5% | (1%) | 6% |
| Health care products | 694 | 688 | 1% | (3%) | 4% |
| Number of dialysis treatments | 4,919,002 | 4,903,686 | 0% | ||
| Same Market Treatment Growth | (0.4%) | (3.3%) | |||
| Operating income in € M | 121 | 153 | (21%) | (3%) | (18%) |
| Operating income margin | 8.6% | 11.2% |
(1) For further information on Constant Exchange Rates, see "II. Discussion of measures – Non–IFRS measures" above.
Health care service revenue increased by 5% (+6% at Constant Exchange Rates), driven by an increase in organic growth including the effects of Hyperinflation in Turkey (+5%) and contributions from acquisitions (+1%), partially offset by a negative impact resulting from foreign currency translation (-1%).
Dialysis treatments remained relatively stable as contributions from acquisitions (+1%) were offset by the effect of closed or sold clinics (-1%).
Health care product revenue increased by 1% (+4% at Constant Exchange Rates), primarily due to higher sales of incenter disposables and renal pharmaceuticals (including the effects of Hyperinflation in Turkey), partially offset by a negative impact from foreign currency translation and lower sales of acute cardiopulmonary products as well as machines for chronic treatment (including the effects of Hyperinflation in Turkey).
Operating income decreased by 21% (-18% at Constant Exchange Rates), mainly due to Impacts Related to the War in Ukraine, inflationary cost increases and Hyperinflation in Turkey, partially offset by favorable foreign currency transaction effects.
| Change in % | |||||
|---|---|---|---|---|---|
| For the six months ended June 30, |
Currency translation |
Constant | |||
| 2022 | 2021 | As reported | effects | Currency(1) | |
| Revenue in € M | 1,023 | 957 | 7% | 4% | 3% |
| Health care services | 473 | 455 | 4% | 2% | 2% |
| Health care products | 550 | 502 | 10% | 7% | 3% |
| Number of dialysis treatments | 2,387,338 | 2,357,958 | 1% | ||
| Same Market Treatment Growth | 2.1% | 6.6% | |||
| Operating income in € M | 170 | 170 | 0% | 1% | (1%) |
| Operating income margin | 16.6% | 17.7% |
(1) For further information on Constant Exchange Rates, see "II. Discussion of measures – Non–IFRS measures" above.
Health care services revenue increased by 4% (+2% at Constant Exchange Rates), driven by an increase in organic growth (+2%), a positive impact from foreign currency translation (+2%) and contributions from acquisitions (+1%), partially offset by the effect of closed or sold clinics (-1%).
Dialysis treatments increased by 1% mainly due to Same Market Treatment Growth (+2%), partially offset by the effect of closed or sold clinics (-1%).
Health care product revenue increased by 10% (+3% at Constant Exchange Rates), mainly due to a positive impact from foreign currency translation, higher sales of in-center disposables, products for acute care treatments and acute cardiopulmonary products.
Operating income remained relatively stable (-1% at Constant Exchange Rates), as favorable foreign currency transaction effects and a gain from the sale of clinics were offset by inflationary cost increases.
| Change in % | |||||
|---|---|---|---|---|---|
| For the six months ended June 30, |
Currency translation |
Constant | |||
| 2022 | 2021 | As reported | effects | Currency(1) | |
| Revenue in € M | 391 | 330 | 18% | 2% | 16% |
| Health care services | 279 | 238 | 17% | 0% | 17% |
| Health care products | 112 | 92 | 22% | 9% | 13% |
| Number of dialysis treatments | 2,857,930 | 2,944,987 | (3%) | ||
| Same Market Treatment Growth | (1.8%) | 2.9% | |||
| Operating income in € M | 5 | 9 | (46%) | 25% | (71%) |
| Operating income margin | 1.3% | 2.8% |
(1) For further information on Constant Exchange Rates, see "II. Discussion of measures – Non–IFRS measures" above.
Health care service revenue increased by 17% (+17% at Constant Exchange Rates), driven by an increase in organic growth (+18%), partially offset by effect of closed or sold clinics (-1%).
Dialysis treatments decreased by 3% mainly due to negative Same Market Treatment Growth (-2%) and the effect of closed or sold clinics (-1%). Excess mortality rates among patients due to COVID-19 contributed to the decreases in treatments and Same Market Treatment Growth.
Health care product revenue increased by 22% (+13% at Constant Exchange Rates), primarily due to a positive impact from foreign currency translation, higher sales of machines for chronic treatment and in-center disposables partially offset by lower sales of products for acute care treatments.
Operating income decreased by 46% (-71% at Constant Exchange Rates), primarily due to inflationary cost increases, partially offset by favorable foreign currency transaction effects, lower bad debt expense and a positive impact from foreign currency translation.
Our primary sources of liquidity are typically cash provided by operating activities, cash provided by short-term debt, proceeds from the issuance of long-term debt and divestitures. We require this capital primarily to finance working capital needs, fund 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 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 certain dialysis clinics and other health care centers we operate (see note 11 included in this report).
As of June 30, 2022, our available borrowing capacity under unutilized credit facilities amounted to approximately €2.6 billion, including €2.0 billion under the Syndicated Credit Facility, which we maintain as a backup for general corporate purposes. On June 8, 2022, we amended and extended the Syndicated Credit Facility to extend the term by one year and replace U.S. dollar-LIBOR references with the Term Secured Overnight Financing Rate.
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 June 30, 2022 and December 31, 2021. As of June 30, 2022, we marginally exceeded our self-set target for the net leverage ratio, but expect to be within the target range at the end of 2022.
| in € M, except for net leverage ratio | |
|---|---|
| --------------------------------------- | -- |
| June 30, 2022 | December 31, 2021 |
|
|---|---|---|
| Debt and lease liabilities (1) | 13,659 | 13,320 |
| Minus: Cash and cash equivalents | (1,025) | (1,482) |
| Net debt | 12,634 | 11,838 |
| Net income (2) | 1,053 | 1,219 |
| Income tax expense (2) | 313 | 353 |
| Interest income (2) | (71) | (73) |
| Interest expense (2) | 347 | 353 |
| Depreciation and amortization (2) | 1,647 | 1,586 |
| Adjustments (2), (3) | 260 | 125 |
| Adjusted EBITDA | 3,549 | 3,563 |
| Net leverage ratio | 3.6 | 3.3 |
(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.
(2) Last twelve months.
(3) 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 (2022: €4 M; 2021: €13 M), non-cash charges, primarily related to pension expense (2022: €51 M; 2021: €49 M), impairment loss (2022: €35 M; 2021: €38 M) and special items, including costs related to the FME25 Program (2022: € 63 M; 2021: €25 M), Humacyte Investment Remeasurement (2022: €78 M), Hyperinflation in Turkey (2022: €6 M) and the Impacts Related to the War in Ukraine (2022: €23 M).
At June 30, 2022, we had cash and cash equivalents of €1,025 M (December 31, 2021: €1,482 M).
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 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 June 30, 2022 and 2021 and reconciles free cash flow and free cash flow in percent of revenue to Net cash provided by (used in) operating activities and Net cash provided by (used in) operating activities in percent of revenue, respectively:
in € M, except where otherwise specified
| For the six months ended June 30, |
|||
|---|---|---|---|
| 2022 | 2021 | ||
| Revenue | 9,305 | 8,530 | |
| Net cash provided by (used in) operating activities | 910 | 1,129 | |
| Capital expenditures | (334) | (394) | |
| Proceeds from sale of property, plant and equipment | 5 | 14 | |
| Capital expenditures, net | (329) | (380) | |
| Free cash flow | 581 | 749 | |
| Net cash provided by (used in) operating activities in % of revenue | 9.8% | 13.2% | |
| Free cash flow in % of revenue | 6.2% | 8.8% |
In the first six months of 2022, net cash provided by operating activities was €910 M, compared to €1,129 M in the first six months of 2021. Net cash provided by operating activities in percent of revenue decreased to 10% for the first six months of 2022 as compared to 13% for the comparable period of 2021. 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 decrease in net cash provided by operating activities was mainly driven by the recoupment in the first six months of 2022 of advanced payments in the amount of \$391 M (€357 M) (2021: \$192 M (€159 M)) initially received in 2020 under the Medicare Accelerated and Advance Payment Program and a decrease in net income, partially offset by COVID-19-related government relief funding in the U.S. and a favorable impact from trade accounts and other receivables from unrelated parties.
The profitability of our business depends significantly on reimbursement rates for our services. Approximately 80% 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 insurers. For the six months ended June 30, 2022, approximately 32% of our consolidated revenue was attributable to reimbursements from U.S. federal health care benefit programs, such as Medicare and Medicaid. Legislative changes could affect Medicare reimbursement rates for a significant portion of the services we provide as well as the scope of Medicare coverage. A decrease in reimbursement rates or the scope of coverage could have a material adverse effect on our business, financial position and results of operations and thus on our capacity to generate cash flow. See "I. Macroeconomic and sector-specific environment," above.
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 5 included in this report) as well as from the use of our accounts receivable securitization program ("Accounts Receivable Facility") and bilateral credit lines. The Syndicated Credit Facility is also available for backup financing needs. In addition, to finance acquisitions or meet other needs, we expect to utilize long-term financing arrangements, such as the issuance of bonds.
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 69 days at June 30, 2022 (December 31, 2021: 62 days).
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).
The development of DSO by reporting segment is shown in the table below:
| Development of days sales outstanding | |
|---|---|
| --------------------------------------- | -- |
| in days | June 30, 2022 |
December 31, 2021 |
Increase/decrease primarily driven by: | |
|---|---|---|---|---|
| North America Segment | 56 | 44 | CMS's recoupment of advanced payments received in 2020 under the Medicare Accelerated and Advance Payment Program |
|
| EMEA Segment | 88 | 88 | Remained stable | |
| Asia-Pacific Segment | 99 | 103 | Improvement of payment collections in the region | |
| Latin America Segment | 121 | 130 | Improvement of payment collections in the region | |
| FMC-AG & Co. KGaA average days sales outstanding |
69 | 62 |
Due to the fact that a large portion of our reimbursement is provided by public health care organizations and private insurers, 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 10 included in this report.
Net cash used in investing activities in the first six months of 2022 was €409 M as compared to net cash used in investing activities of €473 M in the comparable period of 2021. The following table shows a breakdown of our investing activities for the first six months of 2022 and 2021:
| Cash flows relating to investing activities | |
|---|---|
| -- | --------------------------------------------- |
| in € M | ||||||
|---|---|---|---|---|---|---|
| Capital expenditures, net, including capitalized development costs |
Acquisitions, investments, purchases of intangible assets and investments in debt securities |
Proceeds from divestitures and the sale of debt securities |
||||
| For the six months ended June 30, | ||||||
| 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | |
| North America Segment | 178 | 200 | 96 | 145 | 33 | 98 |
| EMEA Segment | 48 | 49 | 10 | 19 | — | — |
| Asia-Pacific Segment | 18 | 18 | 10 | — | 21 | — |
| Latin America Segment | 11 | 19 | 11 | 7 | 2 | — |
| Corporate | 74 | 94 | 20 | 20 | 11 | — |
| Total | 329 | 380 | 147 | 191 | 67 | 98 |
The majority of our capital expenditures in the first six months of 2022 was used for capitalization of machines provided to our customers, maintaining existing clinics and centers, equipping new clinics and centers, capitalization of certain development costs and IT implementation costs. Capital expenditures accounted for approximately 4% of total revenue in the first six months of 2022 and 2021.
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.
Investments in the first six months of 2021 were primarily comprised of purchases of debt securities. Divestitures in the first six months of 2021 were mainly related to the divestment of debt securities. Acquisitions in the first six months of 2021 related primarily to the purchase of dialysis clinics.
In 2022 we anticipate capital expenditures of €0.9 to €1.1 BN and expect to make acquisitions and investments, excluding investments in debt securities, of approximately €0.4 to €0.6 BN.
In the first six months of 2022, net cash used in financing activities was €995 M as compared to net cash used in financing activities of €378 M in the first six months of 2021.
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 \$700 M (€533 M as of the date of issuance) on January 31, 2022, the repayment of short-term debt (including borrowings under our commercial paper program and short-term debt from related parties), the payment of dividends, the repayment of lease liabilities (including lease liabilities from related parties) 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), proceeds from long-term debt (including proceeds from the issuance of Schuldschein loans of €225 M) and the utilization of the Accounts Receivable Facility. For further information, see note 6 included in this report.
In the first six months of 2021, cash was mainly used in the repayment of long-term debt (including the repayment at maturity of bonds in an aggregate principal amount of \$650 M (€473 M as of the date of issuance) and €300 M as well as the early repayment of the USD term loan 2017 / 2022 in the amount of \$1,050 M (€860 M as of the date of repayment) and EUR term loan 2017 / 2022 in the amount of €245 M, both under the Amended 2012 Credit Agreement), payments of dividends, payments of short-term debt from unrelated parties and the repayment of lease liabilities (including lease liabilities from related parties), partially offset by proceeds from short-term debt (including borrowings under our commercial paper program) and proceeds from long-term debt (including proceeds from the issuance of bonds in an aggregate principal amount of \$1,500 M (€1,227 M)).
On May 17, 2022, we paid a dividend with respect to 2021 of €1.35 per share (for 2020 paid in 2021 €1.34 per share). The total dividend payment was €396 M as compared to €392 M in the prior year.
Total assets as of June 30, 2022 increased by 5% to €36.1 billion as compared to €34.4 billion at December 31, 2021. In addition to a 7% positive impact resulting from foreign currency translation, total assets decreased by 2% to €33.7 billion from €34.4 billion primarily due to a decrease in cash and cash equivalents, right-of-use assets and property, plant and equipment, partially offset by an increase in inventories.
Current assets as a percent of total assets decreased to 22% at June 30, 2022 as compared to 23% at December 31, 2021, primarily driven by a decrease in cash and cash equivalents, partially offset by an increase in inventories. The equity ratio, the ratio of our equity divided by total liabilities and shareholders' equity, increased to 43% at June 30, 2022 as compared to 41% at December 31, 2021, primarily driven by an increase in equity from currency translation and a decrease in pension liabilities, partially offset by an increase in short-term debt from unrelated parties, lease liabilities from unrelated parties (including current portion) and accounts payable to unrelated parties. ROIC decreased to 4.0% at June 30, 2022 as compared to 4.9% at December 31, 2021. For further information on ROIC, see "II. Discussion of measures – Non–IFRS measures – Return on invested capital (ROIC) (Non-IFRS Measure)" above.
At the end of the first quarter, we assumed extended labor shortages but clearly did not expect such a significant and rapid deterioration. Increased staff shortages, higher staff turnover rates and growing reliance on contract labor continue to increase our cost base, despite support received from the U.S. Provider Relief Fund. At the same time, these factors are constraining our capacity and hence our ability to deliver the volume recovery in Health Care Services that we had assumed for the back half of the year. The already challenging macroeconomic environment has significantly deteriorated – driving non-wage cost inflation and supply chain disruptions. Today we have to assume that these effects will have a very pronounced impact on our business development in the remainder of 2022. Even though most of the current burdens are assumed to be temporary, the uncertainty of these effects is widening the gap to our targets and making a potential catch-up unlikely. As a consequence, we have cut our financial targets for the fiscal year 2022 and feel it prudent to withdraw our 2025 targets. We continue to assess opportunities to accelerate and broaden our FME25 transformation program. We strongly believe our business model and the underlying growth drivers to be intact. Our strategy to drive growth in home dialysis and value-based care is more relevant than ever.
Refer to note 13 included in this report on post balance sheet date events.
The Management Board oversees our Company by setting strategic and operational targets as well as measuring various financial key performance indicators used for internal management determined in euro based on IFRS (see chapter "Overview of the Group", section "performance management system" in the group management report of the Annual Report 2021). The following outlook for 2022 is calculated and presented at Constant Exchange Rates.
Outlook 2022 is based on the outlined assumptions in chapter "Outlook" in the group management report of the Annual Report 2021 and excludes Special Items. Special Items include further costs related to the FME25 Program, Hyperinflation in Turkey, Humacyte Investment Remeasurement and the Impacts Related to the War in Ukraine and other effects that are unusual in nature and have not been foreseeable or not foreseeable in size or impact at the time of giving guidance. The growth rates are based on the results in 2021 excluding the costs related to the FME25 Program.
Based on the development of the results in the second quarter 2022 we do not confirm the outlook 2022 and cut our outlook for 2022. Due to increased headwinds from the unprecedented U.S. labor market situation constraining capacity and accelerating wage inflation and the worsening macroeconomic environment driving cost inflation and supply chain disruptions, we now expect revenue to grow at the low end of the previously guided low to mid-single digit percentage range. For net income, we now expect a decline of around a high-teens percentage range compared to the previously guided growth of a low to mid-single digit percentage range. For operating income, we now expect a decline of around a mid-teens percentage range compared to the previously guided growth of a low to mid-single digit percentage range.
These targets are based on the following operating income relevant assumptions:
Most of the unprecedented challenges outlined above are assumed to be temporary. Given the uncertain labor situation and macro-economic inflationary environment and the substantially reduced earnings base compared to 2020, the Company does not expect today to be able to achieve the meaningfully higher compounded annual average increases that would now be needed to accomplish its 2025 targets and therefore withdraws the 2025 targets. We remain committed to our growth strategy and will consistently pursue the initiatives defined therein.
The Transaction to create an independent new company comprised of three leading value-based care specialists (see section "I. Macroeconomic and sector-specific environment - Overview'' in the chapter "Economic report'') is subject to regulatory review. Depending on the progress of such review, we currently anticipate the transaction could close in the second half of 2022. Any book gains arising at closing of the transaction will be treated as a special item.
| Outlook 2022 (at Constant Currency except for ROIC) |
|
|---|---|
| Revenue (1) | growth: low-single-digit percentage rate (previously: growth: low-to-mid-single-digit percentage rate) |
| Revenue growth at Constant Currency (1) | growth: low-single-digit percentage rate (previously: growth: low-to-mid-single-digit percentage rate) |
| Operating income (1) | decline: around mid-teens percentage rate (previously: growth: low-to-mid-single-digit percentage rate) |
| Net income (1), (2) | decline: around high-teens percentage rate (previously: growth: low-to-mid-single-digit percentage rate) |
| Net income growth at Constant Currency (1), (2) | decline: around high-teens percentage rate (previously: growth: low-to-mid-single-digit percentage rate) |
| ROIC (1) | ≥ 4.0% (previously: ≥ 5.0%) |
(1) Outlook 2022 is based on the outlined assumptions in chapter "Outlook" included in this report and excludes Special Items. Special Items include further costs related to the FME25 Program, Hyperinflation in Turkey, Humacyte Investment Remeasurement and the Impacts Related to the War in Ukraine and other effects that are unusual in nature and have not been foreseeable or not foreseeable in size or impact at the time of giving guidance. The growth rates are based on the results 2021 excluding the costs related to the FME25 Program. For further information on Constant Currency, see section II ."Discussion of measures – Non-IFRS measures" in the chapter "Economic report".
(2) Net income attributable to shareholders of FMC-AG & Co. KGaA.
For information regarding our risks please refer to notes 10 and 11 and the chapter "Interim management Report", specifically the forward-looking statements and the Macroeconomic and sector-specific environment in this report. For additional information please see chapter "Risks and Opportunities Report" on pages 62-76 in the group management report of the Annual Report 2021. For information regarding the impact of the Ukraine War on our risk assessment please refer to section "Supplemental information regarding our risk factors".
In comparison to the information contained within the Annual Report 2021, there have been no material changes in the first six months of 2022. Please refer to chapter "Risks and Opportunities Report" on pages 76-80 in the group management report of the Annual Report 2021.
The Management Board of the General Partner, represented by Fresenius Medical Care Management AG, and the Supervisory Board of Fresenius Medical Care AG & Co. KGaA issued a compliance declaration pursuant to Section 161 of the German Stock Corporation Act (AktG). The Company has frequently made this declaration available to the public by publishing it on its website: https://www.freseniusmedicalcare.com/en//investors/corporate-governance/ declaration-of-compliance/.
in € thousands ("THOUS"), except per share data
| For the three months ended June 30, |
For the six months ended June 30, |
|||||
|---|---|---|---|---|---|---|
| Note | 2022 | 2021 | 2022 | 2021 | ||
| Revenue: | ||||||
| Health care services | 2a | 3,781,920 | 3,400,221 | 7,388,727 | 6,725,680 | |
| Health care products | 2a | 974,760 | 919,949 | 1,916,322 | 1,804,615 | |
| 4,756,680 | 4,320,170 | 9,305,049 | 8,530,295 | |||
| Costs of revenue: | ||||||
| Health care services | 2,837,222 | 2,578,669 | 5,653,451 | 5,147,051 | ||
| Health care products | 573,408 | 457,508 | 1,047,453 | 892,594 | ||
| 3,410,630 | 3,036,177 | 6,700,904 | 6,039,645 | |||
| Gross profit | 1,346,050 | 1,283,993 | 2,604,145 | 2,490,650 | ||
| Operating (income) expenses: | ||||||
| Selling, general and administrative | 969,489 | 830,177 | 1,840,730 | 1,541,692 | ||
| Research and development | 2b | 55,418 | 52,017 | 105,091 | 100,662 | |
| Income from equity method investees | 12 | (19,367) | (22,422) | (29,854) | (50,178) | |
| Operating income | 340,510 | 424,221 | 688,178 | 898,474 | ||
| Other (income) expense: | ||||||
| Interest income | (12,747) | (13,965) | (26,859) | (29,221) | ||
| Interest expense | 84,326 | 83,174 | 167,535 | 174,502 | ||
| Income before income taxes | 268,931 | 355,012 | 547,502 | 753,193 | ||
| Income tax expense | 62,926 | 75,294 | 129,691 | 169,141 | ||
| Net income | 206,005 | 279,718 | 417,811 | 584,052 | ||
| Net income attributable to noncontrolling | ||||||
| interests | 58,865 | 61,141 | 113,310 | 116,529 | ||
| Net income attributable to shareholders of FMC-AG & Co. KGaA |
147,140 | 218,577 | 304,501 | 467,523 | ||
| Basic earnings per share | 2c | 0.50 | 0.75 | 1.04 | 1.60 | |
| Diluted earnings per share | 2c | 0.50 | 0.75 | 1.04 | 1.60 |
| in € THOUS | |||||
|---|---|---|---|---|---|
| For the three months ended June 30, |
For the six months ended June 30, |
||||
| 2022 | 2021 | 2022 | 2021 | ||
| Net income | 206,005 | 279,718 | 417,811 | 584,052 | |
| Other comprehensive income (loss): | |||||
| Components that will not be reclassified to profit or loss: | |||||
| Equity method investees - share of OCI | 524 | (41,822) | (11,936) | (49,254) | |
| FVOCI equity investments | 9 | 19,437 | 8,676 | 25,293 | |
| Actuarial gain (loss) on defined benefit pension plans | 97,113 | (4,528) | 240,299 | 49,774 | |
| Income tax (expense) benefit related to components of other | |||||
| comprehensive income not reclassified | (29,279) | (5,004) | (72,319) | (21,960) | |
| 68,367 | (31,917) | 164,720 | 3,853 | ||
| Components that may be reclassified subsequently to profit or loss: |
|||||
| Gain (loss) related to foreign currency translation | 1,038,976 | (141,609) | 1,324,313 | 404,187 | |
| FVOCI debt securities | (14,391) | 2,857 | (33,380) | (7,068) | |
| Gain (loss) related to cash flow hedges | (2,036) | 587 | (436) | (1,179) | |
| Cost of hedging | 681 | (219) | 1,448 | (135) | |
| Income tax (expense) benefit related to components of other | |||||
| comprehensive income that may be reclassified | 3,002 | (586) | 5,690 | 1,532 | |
| 1,026,232 | (138,970) | 1,297,635 | 397,337 | ||
| Other comprehensive income (loss), net of tax | 1,094,599 | (170,887) | 1,462,355 | 401,190 | |
| Total comprehensive income | 1,300,604 | 108,831 | 1,880,166 | 985,242 | |
| Comprehensive income attributable to noncontrolling interests | 141,748 | 47,030 | 221,215 | 151,011 | |
| Comprehensive income (loss) attributable to shareholders of FMC-AG & Co. KGaA |
1,158,856 | 61,801 | 1,658,951 | 834,231 |
Consolidated balance sheets
in € THOUS, except share data
| Note | June 30, 2022 | December 31, 2021 |
|
|---|---|---|---|
| Assets | |||
| Cash and cash equivalents | 1,024,672 | 1,481,655 | |
| Trade accounts and other receivables from unrelated parties | 3,664,279 | 3,409,061 | |
| Accounts receivable from related parties | 3 | 140,690 | 162,361 |
| Inventories | 4 | 2,278,859 | 2,038,014 |
| Other current assets | 996,402 | 876,151 | |
| Total current assets | 8,104,902 | 7,967,242 | |
| Property, plant and equipment | 4,409,959 | 4,235,027 | |
| Right-of-use assets | 4,449,675 | 4,316,440 | |
| Intangible assets | 1,553,792 | 1,459,393 | |
| Goodwill | 15,590,676 | 14,361,577 | |
| Deferred taxes | 310,097 | 315,360 | |
| Investment in equity method investees | 12 | 734,734 | 786,905 |
| Other non-current assets | 915,891 | 924,614 | |
| Total non-current assets | 27,964,824 | 26,399,316 | |
| Total assets | 36,069,726 | 34,366,558 | |
| Liabilities Accounts payable to unrelated parties |
837,016 | 736,069 | |
| Accounts payable to related parties | 3 | 101,772 | 121,457 |
| Current provisions and other current liabilities | 3,596,744 | 3,676,875 | |
| Short-term debt from unrelated parties | 5 | 1,391,066 | 1,178,353 |
| Short-term debt from related parties | 5 | 23,000 | 77,500 |
| Current portion of long-term debt | 6 | 56,931 | 667,966 |
| Current portion of lease liabilities from unrelated parties | 682,874 | 639,947 | |
| Current portion of lease liabilities from related parties | 3 | 21,966 | 21,631 |
| Income tax liabilities | 165,181 | 137,836 | |
| Total current liabilities | 6,876,550 | 7,257,634 | |
| Long-term debt, less current portion | 6 | 7,263,560 | 6,646,949 |
| Lease liabilities from unrelated parties, less current portion | 4,133,042 | 3,990,153 | |
| Lease liabilities from related parties, less current portion | 3 | 86,696 | 97,650 |
| Non-current provisions and other non-current liabilities | 707,300 | 707,563 | |
| Pension liabilities | 7 | 573,515 | 782,622 |
| Income tax liabilities | 42,039 | 36,498 | |
| Deferred taxes | 936,291 | 868,452 | |
| Total non-current liabilities | 13,742,443 | 13,129,887 | |
| Total liabilities | 20,618,993 | 20,387,521 | |
| Shareholders' equity: | |||
| Ordinary shares, no par value, €1.00 nominal value, 362,370,124 shares authorized, 293,413,449 issued and outstanding as of June 30, 2022 (December |
|||
| 31, 2021: 293,004,339) | 293,413 | 293,004 | |
| Additional paid-in capital | 2,919,907 | 2,891,276 | |
| Retained earnings | 10,801,627 | 10,826,140 | |
| Accumulated other comprehensive income (loss) | 34,262 | (1,311,637) | |
| Total FMC-AG & Co. KGaA shareholders' equity | 14,049,209 | 12,698,783 | |
| Noncontrolling interests | 1,401,524 | 1,280,254 | |
| Total equity | 15,450,733 | 13,979,037 | |
| Total liabilities and equity | 36,069,726 | 34,366,558 |
in € THOUS
| For the six months ended June 30, |
|||||
|---|---|---|---|---|---|
| Note | 2022 | 2021 | |||
| Operating activities | |||||
| Net income | 417,811 | 584,052 | |||
| Adjustments to reconcile net income to net cash provided by operating | |||||
| activities: | |||||
| Depreciation, amortization and impairment loss | 12 | 841,707 | 783,735 | ||
| Change in deferred taxes, net | (63,140) | (36,814) | |||
| (Gain) loss from the sale of fixed assets, right-of-use assets, investments and divestitures |
82,753 | (3,632) | |||
| Income from equity method investees | 12 | (29,854) | (50,178) | ||
| Interest expense, net | 140,676 | 145,281 | |||
| Changes in assets and liabilities, net of amounts from businesses acquired: | |||||
| Trade accounts and other receivables from unrelated parties | (55,838) | (195,580) | |||
| Inventories | (118,345) | (115,701) | |||
| Other current and non-current assets | (39,883) | 177,808 | |||
| Accounts receivable from related parties | 32,951 | (12,975) | |||
| Accounts payable to related parties | (28,242) | 3,941 | |||
| Accounts payable to unrelated parties, provisions and other current and non | |||||
| current liabilities | (274,801) | (78,558) | |||
| Income tax liabilities | 224,506 | 223,041 | |||
| Received dividends from investments in equity method investees | 89,018 | 56,414 | |||
| Paid interest | (138,032) | (171,384) | |||
| Received interest | 26,620 | 29,221 | |||
| Paid income taxes | (197,797) | (209,901) | |||
| Net cash provided by (used in) operating activities | 910,110 | 1,128,770 | |||
| Investing activities | |||||
| Purchases of property, plant and equipment and capitalized development costs Acquisitions, net of cash acquired, investments and purchases of intangible |
(334,267) | (393,658) | |||
| assets | (60,845) | (128,677) | |||
| Investments in debt securities | (85,807) | (62,317) | |||
| Proceeds from sale of property, plant and equipment | 5,124 | 13,484 | |||
| Proceeds from divestitures | 39,901 | 1,851 | |||
| Proceeds from sale of debt securities | 26,906 | 96,139 | |||
| Net cash provided by (used in) investing activities | (408,988) | (473,178) | |||
| Financing activities | |||||
| Proceeds from short-term debt from unrelated parties | 574,074 | 1,621,066 | |||
| Repayments of short-term debt from unrelated parties | (367,433) | (365,178) | |||
| Proceeds from short-term debt from related parties | 68,000 | 49,446 | |||
| Repayments of short-term debt from related parties | (122,500) | (2,606) | |||
| Proceeds from long-term debt | 248,342 | 1,230,106 | |||
| Repayments of long-term debt | (716,357) | (2,042,787) | |||
| Repayments of lease liabilities from unrelated parties | (366,393) | (336,961) | |||
| Repayments of lease liabilities from related parties | (10,872) | (10,307) | |||
| Increase (decrease) of accounts receivable facility | 166,226 | — | |||
| Proceeds from exercise of stock options | 20,145 | 5,228 | |||
| Dividends paid | (395,556) | (392,455) | |||
| Distributions to noncontrolling interests | (139,009) | (159,281) | |||
| Contributions from noncontrolling interests | 46,421 | 25,410 | |||
| Net cash provided by (used in) financing activities | (994,912) | (378,319) | |||
| Effect of exchange rate changes on cash and cash equivalents | 36,807 | 49,146 | |||
| Cash and cash equivalents: | |||||
| Net increase (decrease) in cash and cash equivalents | (456,983) | 326,419 | |||
| Cash and cash equivalents at beginning of period | 1,481,655 | 1,081,539 | |||
| Cash and cash equivalents at end of period | 1,024,672 | 1,407,958 |
| in € THOUS, except share data | Ordinary shares | (loss) | Accumulated other comprehensive income | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Note | Number of shares |
No par value |
Additional paid in capital |
Retained earnings |
Foreign currency translation |
Cash flow hedges |
Pensions | Fair value changes |
Total FMC-AG & Co. KGaA shareholders' equity |
Non controlling interests |
Total equity | |
| Balance at December 31, 2020 | 292,876,570 | 292,877 | 2,872,630 10,254,913 | (1,936,713) | (7,706) (346,282) | 85,361 | 11,215,080 | 1,116,230 | 12,331,310 | |||
| Proceeds from exercise of options and related tax effects | 102,914 | 102 | 5,140 | — | — | — | — | — | 5,242 | — | 5,242 | |
| Dividends paid | — | — | — | (392,455) | — | — | — | — | (392,455) | — | (392,455) | |
| Purchase/ sale of noncontrolling interests | — | — | 9,195 | — | — | — | — | — | 9,195 | 32,679 | 41,874 | |
| Contributions from/ to noncontrolling interests | — | — | — | — | — | — | — | — | — | (119,437) | (119,437) | |
| Put option liabilities | 11 | — | — | — | (39,341) | — | — | — | — | (39,341) | — | (39,341) |
| Net income | — | — | — | 467,523 | — | — | — | — | 467,523 | 116,529 | 584,052 | |
| Other comprehensive income (loss) related to: | ||||||||||||
| Foreign currency translation | — | — | — | — | 374,289 | (254) | (4,679) | 349 | 369,705 | 34,482 | 404,187 | |
| Cash flow hedges, net of related tax effects | — | — | — | — | — | (907) | — | — | (907) | — | (907) | |
| Pensions, net of related tax effects | — | — | — | — | — | — | 35,533 | — | 35,533 | — | 35,533 | |
| Fair value changes | — | — | — | — | — | — | — | (37,623) | (37,623) | — | (37,623) | |
| Comprehensive income | — | — | — | — | — | — | — | — | 834,231 | 151,011 | 985,242 | |
| Balance at June 30, 2021 | 292,979,484 | 292,979 | 2,886,965 10,290,640 | (1,562,424) | (8,867) (315,428) | 48,087 | 11,631,952 | 1,180,483 | 12,812,435 | |||
| Balance at December 31, 2021 | 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) | |
| Purchase/ sale of noncontrolling interests | — | — | 8,643 | — | — | — | — | — | 8,643 | 21,846 | 30,489 | |
| Contributions from/ to noncontrolling interests | — | — | — | — | — | — | — | — | — | (121,791) | (121,791) | |
| Put option liabilities | 11 | — | — | — | 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 | — | — | — | — | — | — | — | (30,820) | (30,820) | — | (30,820) | |
| Comprehensive income | — | — | — | — | — | — | — | — | 1,658,951 | 221,215 | 1,880,166 | |
| Balance at June 30, 2022 | 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 |
Fresenius Medical Care AG & Co. KGaA ("FMC-AG & Co. KGaA" or the "Company"), a German partnership limited by shares (Kommanditgesellschaft auf Aktien) registered in the commercial registry of Hof an der Saale under HRB 4019, with its business address at Else-Kröner-Str. 1, 61352 Bad Homburg v. d. Höhe, Germany, is the world's leading provider of products and services for individuals with renal diseases, based on publicly reported revenue and number of patients treated. The Company provides dialysis care and related services to persons who suffer from End-Stage Kidney Disease ("ESKD"), as well as other health care services. The Company also develops, manufactures and distributes a wide variety of health care products. The Company's 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. The Company supplies dialysis clinics it owns, operates or manages with a broad range of products and also sells dialysis products to other dialysis service providers. The Company's 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.
In these notes, "FMC-AG & Co. KGaA," the "Company" or the "Group" refers to Fresenius Medical Care AG & Co. KGaA or Fresenius Medical Care AG & Co. KGaA and its subsidiaries on a consolidated basis, as the context requires. "Fresenius SE" and "Fresenius SE & Co. KGaA" refer to Fresenius SE & Co. KGaA. "Management AG" and the "General Partner" refer to Fresenius Medical Care Management AG which is FMC-AG & Co. KGaA's general partner and is wholly owned by Fresenius SE. "Management Board" refers to the members of the management board of Management AG and, except as otherwise specified, "Supervisory Board" refers to the supervisory board of FMC-AG & Co. KGaA. The term "North America Segment" refers to the North America operating segment, the term "EMEA Segment" refers to the Europe, Middle East and Africa operating segment, the term "Asia-Pacific Segment" refers to the Asia-Pacific operating segment, and the term "Latin America Segment" refers to the Latin America operating segment. For further discussion of the Company's operating and reportable segments, see note 12.
The Company, as a stock exchange listed company in a member state of the European Union ("EU"), fulfills its obligation to prepare and publish the consolidated financial statements in accordance with the International Financial Reporting Standards("IFRS"), as they are to be applied in the EU, as well as applying section 315e of the German Commercial Code ("HGB"), using the euro as the Company's reporting and functional currency.
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 our Annual Report 2021 in accordance with IAS 1, Presentation of Financial Statements. During the first quarter of 2022, the Company adopted an accounting policy in relation to emission certificates which are recognized as intangible assets with an infinite useful life and initially measured at cost.
Furthermore, the Company prepares interim consolidated financial statements in accordance with IFRS as issued by the International Accounting Standards Board ("IASB"), which is filed on Form 6-K with the Securities and Exchange Commission ("SEC").
The interim consolidated financial statements at June 30, 2022 and for the three- and six-months ended June 30, 2022 contained in this report have been reviewed by our auditor, PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, and should be read in conjunction with the consolidated financial statements as of December 31, 2021 in accordance with IFRS, applying Section 315e HGB, contained in the Company's Annual Report 2021. The preparation of interim consolidated financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Such interim financial statements reflect all adjustments that, in the opinion of management, are necessary for a fair presentation of the results of the periods presented. All such adjustments are of a normal recurring nature.
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 loss on net monetary position on a country-specific basis for the six months ended June 30, 2022. The hyperinflationary accounting effects of the initial application on the opening balance sheet are presented within accumulated other comprehensive income (loss) related to foreign
currency translation, in the amount of €23,514, and ongoing re-translation effects of comparative amounts are recorded in other comprehensive income (loss) within the Company's interim consolidated financial statements.
| Argentina | Lebanon | Turkey | |
|---|---|---|---|
| Date of IAS 29 initial application | July 1, 2018 | December 31, 2020 | April 1, 2022 |
| Consumer price index | National Institute of Statistics & Censuses |
Central Administration of Statistics |
Turkish Statistical Institute |
| Index at June 30, 2022 | 793.0 | 1,286.8 | 977.9 |
| Calendar year increase | 36 % | 40 % | 42 % |
| Loss on net monetary position in € THOUS | 24,886 | 496 | 7,631 |
The effective tax rates of 23.4% and 23.7% for the three and six months ended June 30, 2022, respectively (21.2% and 22.5% for the three and six months ended June 30, 2021, respectively), are recognized on the basis of the best estimate made for the weighted average annual income tax rate expected for the full year and applied to income before income taxes reported in the interim financial statements.
The results of operations for the three and six months ended June 30, 2022 are not necessarily indicative of the results of operations for the year ending December 31, 2022.
At the end of February 2022, Russia invaded Ukraine, triggering sanctions by various countries against Russia. The resulting uncertainties led to a further deterioration in the macroeconomic environment for the first six months of 2022, resulting in accelerating inflationary developments, supply chain disruptions and capital market volatility. These developments, combined with complications in the labor market in the United States ("U.S."), created pressure on the Company's operations. The Company continues to monitor the situation. As of June 30, 2022, the Company's assets in Russia and Ukraine totaled less than 1.5% of the Company's total assets.
On March 21, 2022, the Company announced that it had entered into an agreement to create a company that combines Fresenius Health Partners, Inc., the value-based care division of Fresenius Medical Care Holdings, Inc., with InterWell Health LLC, a physician organization driving innovation in the kidney care space in the U.S., and Cricket Health, Inc., a U.S. provider of value-based kidney care with a patient engagement and data platform. The business combination brings together Fresenius Health Partners' expertise in kidney care value-based contracting and performance, InterWell Health's clinical care models and network of 1,600 nephrologists and Cricket Health's tech-enabled care model that utilizes its proprietary informatics, StageSmart™, and patient engagement platforms to create an entity targeting the management of care for more than 270,000 people with kidney disease by 2025 and to manage around \$11 billion (€10 billion as of the date of the announcement) in medical costs in the same year. The closing of the transaction is subject to regulatory review and, if successful, the new entity will be consolidated into the Company's operating results.
On August 2, 2022, the Management Board authorized the issuance of the Company's interim consolidated financial statements.
The Company has prepared its interim consolidated financial statements at and for the six months ended June 30, 2022 in conformity with IFRS that have to be applied for the interim periods starting on or after January 1, 2022. In the six months ended June 30, 2022, there were no recently implemented accounting pronouncements that had a material effect on the Company's interim consolidated financial statements.
The IASB issued the following new standard which is relevant for the Company:
In May 2017, the IASB issued IFRS 17, Insurance Contracts. In June 2020 and December 2021, further amendments were published. IFRS 17 establishes principles for the recognition, measurement, presentation and disclosure related to the issuance of insurance contracts. IFRS 17 replaces IFRS 4, Insurance Contracts, which was brought in as an interim standard in 2004. IFRS 4 permitted the use of national accounting standards for the accounting of insurance contracts under IFRS. As a result of the varied application for insurance contracts there was a lack of comparability among peer groups. IFRS 17 eliminates this diversity in practice by requiring all insurance contracts to be accounted for using updated estimates and assumptions that reflect the timing of cash flows and any uncertainty relating to insurance contracts.
Based on an assessment performed during 2022, the Company believes that the premium allocation approach under IFRS 17 is the most appropriate measurement model. On initial recognition of the liability for incurred claims, the
estimation and valuation process remains unchanged as compared to the application of IFRS 4. Regarding the measurement of the liability for the remaining coverage, the liability is equal to the premiums received less any insurance acquisition cash flows. The Company does not consider the effects and time value of money when measuring the liability for the remaining coverage, as the related cash flow are expected to be paid or received in one year or less from the date the claims are incurred. The Company will apply the modified retrospective approach at the transition. Insurance premium revenues are currently recognized based on the passage of time, therefore the pattern of revenue recognition will not change upon the application of IFRS 17.
The Company does not expect that IFRS 17 will have a material impact on its consolidated financial statements and will continue to assess the qualitative and quantitative impacts of the application of IFRS 17. On June 25, 2020, the IASB issued amendments to IFRS 17, which among others, defer the effective date to fiscal years beginning on or after January 1, 2023. Earlier adoption is permitted for entities that have also adopted IFRS 9, Financial Instruments and IFRS 15, Revenue from Contracts with Customers.
In the Company's view, no other pronouncements issued by the IASB are expected to have a material impact on the consolidated financial statements.
The Company has recognized the following revenue in the consolidated statements of income for the three and six months ended June 30, 2022 and 2021:
in € THOUS
| For the three months ended June 30, | |||||||
|---|---|---|---|---|---|---|---|
| 2021 | |||||||
| Revenue from contracts with customers |
Other revenue |
Total | Revenue from contracts with customers |
Other revenue |
Total | ||
| Health care services | 3,640,283 | 141,637 | 3,781,920 | 3,305,679 | 94,542 | 3,400,221 | |
| Health care products | 949,726 | 25,034 | 974,760 | 890,792 | 29,157 | 919,949 | |
| Total | 4,590,009 | 166,671 | 4,756,680 | 4,196,471 | 123,699 | 4,320,170 |
| For the six months ended June 30, | |||||||
|---|---|---|---|---|---|---|---|
| 2022 | 2021 | ||||||
| Revenue from contracts with customers |
Other revenue |
Total | Revenue from contracts with customers |
Other revenue |
Total | ||
| Health care services | 7,132,798 | 255,929 | 7,388,727 | 6,538,815 | 186,865 | 6,725,680 | |
| Health care products | 1,861,708 | 54,614 | 1,916,322 | 1,740,412 | 64,203 | 1,804,615 | |
| Total | 8,994,506 | 310,543 | 9,305,049 | 8,279,227 | 251,068 | 8,530,295 |
Research and development expenses of €105,091 for the six months ended June 30, 2022 (for the six months ended June 30, 2021: €100,662) included research and non-capitalizable development costs as well as depreciation and amortization expenses related to capitalized development costs of €4,150 (for the six months ended June 30, 2021: €2,583).
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, 2022 and 2021:
in € THOUS, except share and per share data
| For the three months ended June 30, |
For the six months ended June 30, |
||||
|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | ||
| Numerator: | |||||
| Net income attributable to shareholders of FMC-AG & Co. KGaA | 147,140 | 218,577 | 304,501 | 467,523 | |
| Denominators: | |||||
| Weighted average number of shares outstanding | 293,145,413 | 292,913,910 | 293,076,643 | 292,896,096 | |
| Potentially dilutive shares | — | 148,888 | — | 135,666 | |
| Basic earnings per share | 0.50 | 0.75 | 1.04 | 1.60 | |
| Diluted earnings per share | 0.50 | 0.75 | 1.04 | 1.60 |
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 €181,404 and €17,930 for the six months ended June 30, 2022 and 2021, 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 first six months of 2022, the Company received an additional \$232,175 (€212,344) in U.S. Department of Health and Human Services funding available for health care providers affected by the COVID-19 pandemic.
The remaining amount of U.S. government grants received recorded in deferred income was \$100,661 (€96,911) and \$62,176 (€54,897) at June 30, 2022 and December 31, 2021, respectively. The Company also recorded a contract liability for advance payments received under the Center for Medicare and Medicaid ("CMS") Accelerated and Advance Payment program which is currently recorded within current provisions and other current liabilities. Contract liabilities related to the CMS Accelerated and Advance Payment program were \$51,681 (€49,756) and \$442,568 (€390,754) as of June 30, 2022 and December 31, 2021, respectively.
Fresenius SE is the Company's largest shareholder and owns 32.2% of the Company's outstanding shares at June 30, 2022. The Else Kröner-Fresenius-Stiftung is the sole shareholder of Fresenius Management SE, the general partner of Fresenius SE, and has sole power to elect the supervisory board of Fresenius Management SE. The Company has entered into certain arrangements for services and products with Fresenius SE or its subsidiaries and with certain of the Company's equity method investees as described in item a) below. The arrangements for leases with Fresenius SE or its subsidiaries are described in item b) below. The Company's terms related to the receivables or payables for these services, leases and products are generally consistent with the normal terms of the Company's ordinary course of business transactions with unrelated parties and the Company believes that these arrangements reflect fair market terms. The Company utilizes various methods to verify the commercial reasonableness of its related party arrangements. Financing arrangements as described in item c) below have agreed-upon terms which are determined at the time such financing transactions occur and reflect market rates at the time of the transaction. The relationship between the Company and its key management personnel who are considered to be related parties is described in item d) below. The Company's related party transactions are settled through Fresenius SE's cash management system where appropriate.
The Company is party to service agreements with Fresenius SE and certain of its affiliates (collectively "Fresenius SE Companies") to receive services, including, but not limited to: administrative services, management information services, employee benefit administration, insurance, information technology services, tax services and treasury management services. These related party agreements generally have a duration of 1 to 5 years and are renegotiated on an as needed basis when the agreement comes due. The Company also provides administrative services to one of its equity method investees.
The Company sells products to Fresenius SE Companies and purchases products from Fresenius SE Companies and equity method investees. In addition, Fresenius Medical Care Holdings, Inc. ("FMCH") purchases heparin supplied by Fresenius Kabi USA, Inc. ("Kabi USA"), through an independent group purchasing organization ("GPO"). Kabi USA is an indirect, wholly-owned subsidiary of Fresenius SE. The Company has no direct supply agreement with Kabi USA and does not submit purchase orders directly to Kabi USA. FMCH acquires heparin from Kabi USA, through the GPO contract, which was negotiated by the GPO at arm's length on behalf of all members of the GPO.
In December 2010, the Company and Galenica Ltd. (now known as Vifor Pharma Ltd.) formed the renal pharmaceutical company Vifor Fresenius Medical Care Renal Pharma Ltd., an equity method investee of which the Company owns 45%. The Company has entered into exclusive supply agreements to purchase certain pharmaceuticals from, as well as into certain exclusive distribution agreements with, Vifor Fresenius Medical Care Renal Pharma Ltd.
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 ESKD patients while lowering CMS's costs. The Company entered into participation/service agreements with these ESCOs, which are accounted for as equity method investees. The Company anticipates that CMS will publish final settlement reports for the last performance year during the second half of 2022.
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.
| in € THOUS | ||||||||
|---|---|---|---|---|---|---|---|---|
| For the six months ended June 30, 2022 |
For the six months ended June 30, 2021 |
June 30, 2022 | December 31, 2021 | |||||
| Sales of Purchases goods and of goods services and services |
Sales of Purchases goods and of goods services and services |
Accounts receivable |
Accounts payable |
Accounts receivable |
Accounts payable |
|||
| Service agreements (1) | ||||||||
| Fresenius SE | 68 | 22,974 | 60 | 17,334 | 19 | 3,885 | — | 6,707 |
| Fresenius SE affiliates | 2,084 | 47,047 | 2,164 | 48,110 | 1,067 | 9,968 | 1,544 | 8,041 |
| Equity method | ||||||||
| investees | 26,614 | — | 12,611 | — | 123,307 | — | 131,661 | — |
| Total | 28,766 | 70,021 | 14,835 | 65,444 | 124,393 | 13,853 | 133,205 | 14,748 |
| Products | ||||||||
| Fresenius SE affiliates | 31,210 | 19,320 | 24,535 | 13,769 | 14,447 | 5,845 | 13,487 | 6,000 |
| Equity method | ||||||||
| investees | — | 207,747 | — | 219,861 | — | 80,569 | — | 76,444 |
| Total | 31,210 | 227,067 | 24,535 | 233,630 | 14,447 | 86,414 | 13,487 | 82,444 |
(1) In addition to the above shown accounts payable, accrued expenses for service agreements with related parties amounted to €20,760 and €12,911 at June 30, 2022 and December 31, 2021, respectively.
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, Germany, and production sites in Schweinfurt and St. Wendel, Germany. The leases have maturities up to the end of 2029.
Below is a summary resulting from the above described lease agreements with related parties.
in € THOUS
| For the six months ended June 30, 2022 | For the six months ended June 30, 2021 | June 30, 2022 | December 31, 2021 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Depreciation | Interest expense |
Lease expense (1) |
Depreciation | Interest expense |
Lease expense (1) |
Right-of use asset |
Lease liability |
Right-of use asset |
Lease liability |
|
| Fresenius SE | 4,066 | 268 | 741 | 3,958 | 335 | 608 | 43,504 | 44,607 | 48,794 | 50,997 |
| Fresenius SE affiliates |
6,858 | 491 | — | 6,561 | 567 | 38 | 62,704 | 64,055 | 68,181 | 68,284 |
| Total | 10,924 | 759 | 741 | 10,519 | 902 | 646 | 106,208 | 108,662 | 116,975 | 119,281 |
(1) Short-term leases and expenses relating to variable lease payments as well as low value leases are exempted from balance sheet recognition.
The Company receives short-term financing from and provides short-term financing to Fresenius SE. The Company also utilizes Fresenius SE's cash management system for the settlement of certain intercompany receivables and payables with its subsidiaries and other related parties. As of June 30, 2022 and December 31, 2021, the Company had accounts receivable from Fresenius SE related to short-term financing in the amount of €327 and €14,900, respectively. As of June 30, 2022, the Company had accounts payable to Fresenius SE related to short-term financing in the amount of €1,089. As of December 31, 2021, the Company did not have accounts payable to Fresenius SE related to short-term financing. The interest rates for these cash management arrangements are set on a daily basis and are based on the then-prevailing overnight reference rate, with a floor of zero, for the respective currencies.
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. The loan repayment is currently due on April 21, 2027 with an interest rate of 1.3348%.
At June 30, 2022 and December 31, 2021, the Company borrowed from Fresenius SE in the amount of €20,000 at an interest rate of 0.57% and €74,500 at an interest rate of 0.60%, respectively. For further information on this loan agreement, see note 5.
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 €14,367 and €19,668 for its management services during the six months ended June 30, 2022 and 2021, respectively. As of June 30, 2022 and December 31, 2021, the Company had accounts receivable from the General Partner in the amount of €1,523 and €769, respectively. As of June 30, 2022 and December 31, 2021, the Company had accounts payable to the General Partner in the amount of €416 and €24,265, respectively.
At June 30, 2022 and December 31, 2021, inventories consisted of the following:
| Inventories | |
|---|---|
| in € THOUS | June 30, 2022 |
December 31, 2021 |
|---|---|---|
| Finished goods | 1,338,138 | 1,233,197 |
| Health care supplies | 519,868 | 452,073 |
| Raw materials and purchased components | 290,373 | 247,478 |
| Work in process | 130,480 | 105,266 |
| Inventories | 2,278,859 | 2,038,014 |
At June 30, 2022 and December 31, 2021, short-term debt consisted of the following:
| Short-term debt | ||
|---|---|---|
| in € THOUS | ||
| June 30, | December 31, | |
| 2022 | 2021 | |
| Commercial paper program | 1,005,131 | 715,153 |
| Borrowings under lines of credit | 385,853 | 463,091 |
| Other | 82 | 109 |
| Short-term debt from unrelated parties | 1,391,066 | 1,178,353 |
| Short-term debt from related parties (see note 3 c) | 23,000 | 77,500 |
| Short-term debt | 1,414,066 | 1,255,853 |
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, 2022 and December 31, 2021, cash and borrowings under lines of credit in the amount of €105,515 and €116,538, respectively, were offset under this cash pooling management system. Before this offset, cash and cash equivalents as of June 30, 2022 was €1,130,187 (December 31, 2021: €1,598,193) and short-term debt from unrelated parties was €1,496,581 (December 31, 2021: €1,294,891).
The Company maintains a commercial paper program under which short-term notes of up to €1,500,000 can be issued. At June 30, 2022, the outstanding commercial paper amounted to €1,005,000 (December 31, 2021: €715,000).
The Company and FMCH were parties to an unsecured loan agreement, as borrowers, with Fresenius SE, as lender, under which the Company and FMCH may request and receive one or more short-term advances up to an aggregate amount of €600,000. In June 2022, the Company replaced its unsecured loan agreement with a new uncommitted revolving facility under which the Company, as borrower, may request and receive one or more short-term advances up to an aggregate amount of €600,000 with Fresenius SE, as lender. The uncommitted revolving facility does not have a termination date and is effective beginning August 1, 2022. For further information on short-term debt from related parties, see note 3 c).
As of June 30, 2022 and December 31, 2021, long-term debt consisted of the following:
| Long-term debt | |
|---|---|
| ---------------- | -- |
| in € THOUS | ||
|---|---|---|
| June 30, | December | |
| 2022 | 31, 2021 | |
| Schuldschein loans | 224,578 | — |
| Bonds | 6,725,301 | 7,071,259 |
| Accounts Receivable Facility | 174,871 | — |
| Other | 195,741 | 243,656 |
| Long-term debt | 7,320,491 | 7,314,915 |
| Less current portion | (56,931) | (667,966) |
| Long-term debt, less current portion | 6,646,949 |
On February 14, 2022, the Company issued €25,000 and €200,000 tranches of Schuldschein loans with maturities of 5 and 7 years, respectively, at variable interest rates. The proceeds were used for general corporate purposes including refinancing of existing liabilities.
The bonds issued by Fresenius Medical Care US Finance II, Inc. in the amount of \$700,000 (€532,522 as of the date of issuance on January 26, 2012) were redeemed at maturity on January 31, 2022.
On August 11, 2021, the Company amended and restated its accounts receivable securitization program ("Accounts Receivable Facility"), extending it until August 11, 2024. The maximum capacity, \$900,000 (€768,049 at August 11, 2021), remains unchanged under the restated Accounts Receivable Facility.
The following table shows the available and outstanding amounts under the Accounts Receivable Facility at June 30, 2022 and December 31, 2021:
| in THOUS | Maximum amount available Balance outstanding June 30, 2022 (1) June 30, 2022 (2) |
|---|---|
| Accounts Receivable Facility | \$ 900,000 € 866,466 \$ 181,750 € 174,978 |
| Maximum amount available Balance outstanding December 31, 2021 (1) December 31, 2021 (2) |
|
| Accounts Receivable Facility | \$ 900,000 € 794,632 \$ — € — |
(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 \$12,532 and \$12,532 (€12,065 and €11,065) at June 30, 2022 and December 31, 2021, respectively. These letters of credit are not included above as part of the balance outstanding at June 30, 2022 and December 31, 2021. However, the letters reduce available borrowings under the Accounts Receivable 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. On June 8, 2022, the Company amended and extended the Syndicated Credit Facility to extend the term by one year and replace U.S. dollar-LIBOR references with the Term Secured Overnight Financing Rate. As of June 30, 2022, the Syndicated Credit Facility was undrawn.
Pension liabilities decreased by €209,107 to €573,515 at June 30, 2022 from €782,622 at December 31, 2021. The decrease is mainly attributable to adjustments to the discount rate, which resulted in an actuarial gain of the same amount to be recognized in other comprehensive income (loss). For the German benefit plan, which accounts for a substantial part of the pension liability, an interest rate of 3.60% was applied as of June 30, 2022 (December 31, 2021: 1.40%).
As of June 30, 2022 and December 31, 2021 total equity in percent of total assets was 42.8% and 40.7%, respectively, and debt and lease liabilities in percent of total assets was 37.9% and 38.8%, respectively.
An important financial performance indicator for the Company is the net leverage ratio, defined as the ratio of net debt/EBITDA. To determine the net leverage ratio, debt and lease liabilities less cash and cash equivalents (net debt) is compared to EBITDA (adjusted for acquisitions and divestitures made during the last twelve months with a purchase price above a €50,000 threshold as defined in the Syndicated Credit Facility, non-cash charges, impairment losses and special items, including costs related to our FME25 Program, the impact from applying hyperinflationary accounting under IAS 29, Financial Reporting in Hyperinflationary Economies, in Turkey, the impact from the remeasurement of our investment in Humacyte, Inc. as well as bad debt expense in Russia and Ukraine and accruals for certain risks associated with allowances on inventories related to the war in Ukraine). The self-set target for the net leverage ratio is 3.0 - 3.5x, which management considers appropriate for the Company. At June 30, 2022 and December 31, 2021, the net leverage ratio, was 3.6 and 3.3, respectively. Therefore, the net leverage ratio is marginally outside the self-set target. Further information on the Company's capital management is available in the consolidated financial statements contained in the Annual Report 2021.
The Company's financing structure and business model are reflected in the investment grade ratings. The Company is rated investment grade by Standard & Poor's, Moody's and Fitch.
| Rating (1) | |||
|---|---|---|---|
| Standard & Poor´s | Moody´s | Fitch | |
| Corporate credit rating | BBB | Baa3 | BBB |
| Outlook | stable | stable | stable |
(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.
On March 1, 2022, 220,311 performance shares with a total fair value of €11,584 were allocated under the Management Board Long Term Incentive Plan 2020 to the members of the Management Board and to senior members of the Company's managerial staff who serve on the Company's Executive Committee ("Executive Committee"). Of this number, 160,668 performance shares with a total fair value of €8,460 relate to members of the Management Board and 59,643 performance shares with a total fair value of €3,124 relate to members of the Executive Committee. These amounts will be amortized over the three-year vesting period. The weighted average fair value per performance share at the allocation date was €52.58.
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 the United States that might violate the U.S. Foreign Corrupt Practices Act ("FCPA") or other anti-bribery laws. The Company conducted investigations with the assistance of outside counsel and, in a continuing dialogue, advised the Securities
and Exchange Commission ("SEC") and the United States Department of Justice ("DOJ") about these investigations. The DOJ and the SEC also conducted their own investigations, in which the Company cooperated.
In the course of this dialogue, the Company identified and reported to the DOJ and the SEC, and took remedial actions with respect to, conduct that resulted in the DOJ and the SEC seeking monetary penalties including disgorgement of profits and other remedies. This conduct revolved principally around the Company's products business in countries outside the United States.
On March 29, 2019, the Company entered into a non-prosecution agreement ("NPA") with the DOJ and a separate agreement with the SEC ("SEC Order") intended to resolve fully and finally the U.S. government allegations against the Company arising from the investigations. Both agreements included terms starting August 2, 2019. The DOJ NPA and SEC Order are both scheduled to terminate on December 31, 2022. In 2019, the Company paid a combined total in penalties and disgorgement of approximately \$231,715 (€205,854) to the DOJ and the SEC in connection with these agreements. The entire amount paid to the DOJ and the SEC was reserved for in charges that the Company recorded in 2017 and 2018 and announced in 2018. As part of the resolution, the Company agreed to certain selfreporting obligations and to retain an independent compliance monitor. Due in part to COVID-19 pandemic restrictions, the monitorship program faced certain delays, but the Company is working to complete all its obligations under the resolution with the DOJ and SEC in 2022.
In 2015, the Company self-reported to the German prosecutor conduct with a potential nexus to Germany and continues to cooperate with government authorities in Germany in their review of the conduct that prompted the Company's and United States government investigations.
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 is dealing with post-FCPA review matters on various levels. The Company 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 settlement fund under a reciprocal reservation of rights. FMCH accrued a net expense of \$60,000 (€48,896) in connection with the settlement, including legal fees and other anticipated 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. Fresenius Medical Care, 2016 Index No. 653108 (Supreme Court of New York for New York County).
Discovery in the litigation is complete. The AIG group abandoned certain of its coverage claims and submitted expert reports on damages asserting that, if AIG prevails on all its remaining claims, it should recover \$60,000 (€48,896). FMCH contests all of AIG's claims and submitted expert reports supporting rights to recover \$108,000 (€88,012) from AIG, in addition to the \$220,000 (€179,284) already funded. A trial date has not been set in the matter.
In August 2014, FMCH received a subpoena from the United States Attorney's Office ("USAO") for the District of Maryland inquiring into FMCH's contractual arrangements with hospitals and physicians involving contracts relating to the management of in-patient acute dialysis services. On August 27, 2020, after the USAO declined to pursue the matter by intervening, the United States District Court for Maryland unsealed a 2014 relator's qui tam complaint that gave rise to the investigation. The relator thereafter served the complaint and proceeded on his own in part by filing an amended complaint making broad allegations about financial relationships between FMCH and nephrologists. FMCH's motion to dismiss the amended complaint remains pending. On October 5, 2021, the District Court for Maryland granted FMCH's motion to transfer the case to the United States District Court for Massachusetts, where the litigation continues. Flanagan v. Fresenius Medical Care Holdings, Inc., 1:21-cv-11627.
In July 2015, the Attorney General for Hawaii issued a civil complaint under the Hawaii False Claims Act alleging a conspiracy pursuant to which certain Liberty Dialysis subsidiaries of FMCH overbilled Hawaii Medicaid for Liberty's Epogen® administrations to Hawaii Medicaid patients during the period from 2006 through 2010, prior to the time of FMCH's acquisition of Liberty. Hawaii v. Liberty Dialysis—Hawaii, LLC et al., Case No. 15-1-1357-07 (Hawaii 1st Circuit). The State alleged that Liberty acted unlawfully by relying on incorrect and unauthorized billing guidance provided to Liberty by Hawaii's contracted administrator for its Medicaid program. Liberty initiated an administrative action challenging the State's recoupment of alleged overpayments from sums currently owed to Liberty. On June 7, 2022, FMCH and Hawaii entered into an agreement under which FMCH paid Hawaii \$13,000 (€12,193) in restitution and interest and all claims, counterclaims, and cross-claims raised by or against FMCH in any part of the litigation are extinguished.
On August 31, 2015, FMCH received a subpoena under the False Claims Act from the United States Attorney for the District of Colorado (Denver) inquiring into FMCH's participation in and management of dialysis facility joint ventures in which physicians are partners. FMCH cooperated in the Denver USAO investigation, which FMCH understands had concluded on or before June 1, 2022.
On November 25, 2015, FMCH received a subpoena under the False Claims Act from the United States Attorney for the Eastern District of New York (Brooklyn) also inquiring into FMCH's involvement in certain dialysis facility joint ventures in New York. On September 26, 2018, the Brooklyn USAO declined to intervene on the qui tam complaint filed under seal in 2014 that gave rise to this investigation. CKD Project LLC v. Fresenius Medical Care, 2014 Civ. 06646 (E.D.N.Y. November 12, 2014). The District Court unsealed the complaint, allowing the relator to proceed on its own. On August 3, 2021, the District Court granted FMCH's motion to dismiss the relator's amended complaint, dismissed the case with prejudice and declined to allow further amendment. On August 27, 2021, the relator appealed to the United States Court of Appeals for the Second Circuit.
In 2014, two New York physicians filed under seal a qui tam complaint in the United States District Court for the Eastern District of New York (Brooklyn), alleging violations of the False Claims Act relating to FMCH's vascular access line of business. As previously disclosed, on October 6, 2015, the United States Attorney for the Eastern District of New York (Brooklyn) issued subpoenas to FMCH indicating its investigation now seen to be related to the two relators' complaint. FMCH cooperated in the Brooklyn investigation, which was understood to be separate and distinct from settlements entered in 2015 in Connecticut, Florida and Rhode Island of allegations against American Access Care LLC ("AAC") following FMCH's 2011 acquisition of AAC.
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. United States ex rel. Pepe and Sherman v. Fresenius Vascular Care, Inc. et al, 1:14-cv-3505. The United States' and relators' complaints allege that the defendants billed and received government payment for surgery that was not medically necessary. FMCH expects to defend the allegations asserted in the litigation now proceeding.
On November 18, 2016, FMCH received a subpoena under the False Claims Act from the United States Attorney for the Eastern District of New York (Brooklyn) seeking documents and information relating to the operations of Shiel Medical Laboratory, Inc. ("Shiel"), which FMCH acquired in October 2013. FMCH cooperated in the investigation, but contended that, under the asset sale provisions of its 2013 Shiel acquisition, it was not responsible for Shiel's conduct prior to the date of the acquisition. On December 12, 2017, FMCH sold to Quest Diagnostics certain Shiel operations but retained responsibility for responding to the Brooklyn USAO's investigation.
On June 14, 2022, the Brooklyn USAO declined to intervene on anonymous relators' complaints first filed under seal under the False Claims Act in 2016, which apparently precipitated the Brooklyn USAO's investigation into Shiel. The anonymous relators may now elect to serve their complaints and thereafter proceed with litigation at their own expense, but have not yet done so.
On March 12, 2018, Vifor Fresenius Medical Care Renal Pharma Ltd. and Vifor Fresenius Medical Care Renal Pharma France S.A.S. (collectively, "VFMCRP") (see note 3), filed a complaint for patent infringement against Lupin Atlantis Holdings SA and Lupin Pharmaceuticals Inc. (collectively, "Lupin"), and Teva Pharmaceuticals USA, Inc. ("Teva") in the U.S. District Court for the District of Delaware (Case 1:18-cv-00390-MN, "first complaint"). The patent infringement action is in response to Lupin and Teva's filings of Abbreviated New Drug Applications ("ANDA") with the U.S. Food and Drug Administration ("FDA") for generic versions of Velphoro®. Velphoro® is protected by patents listed in the FDA's Approved Drug Products with Therapeutic Equivalence Evaluations, also known as the Orange Book. The complaint was filed within the 45-day period provided for under the Hatch-Waxman legislation, and triggered a stay of FDA approval of the ANDAs for 30 months (specifically, up to July 29, 2020 for Lupin's ANDA; and August 6, 2020 for Teva's ANDA. In response to another ANDA being filed for a generic Velphoro®, VFMCRP filed a complaint for patent infringement against Annora Pharma Private Ltd., and Hetero Labs Ltd. (collectively, "Annora"), in the U.S. District Court for the District of Delaware on December 17, 2018. The case was settled among the parties, thus terminating the court action on August 4, 2020. On May 26, 2020, VFMCRP filed a further complaint for patent infringement against Lupin in the U.S. District Court for the District of Delaware (Case No. 1:20-cv-00697-MN) in response to Lupin's ANDA for a generic version of Velphoro® and on the basis of a newly listed patent in the Orange Book. On July 6, 2020, VFMCRP filed an additional complaint for patent infringement against Lupin and Teva in the U.S. District Court for the District of Delaware (Case No. 1:20-cv-00911-MN, "second complaint") in response to the companies' ANDA for generic versions of Velphoro® and on the basis of two newly listed patents in the Orange Book. All cases involving Lupin as defendant were settled among the parties, thus terminating the corresponding court actions on December 18, 2020. In relation to the remaining pending cases and the defendant Teva, trial took place for the first complaint between January 19 and 22, 2021. The Court has not yet issued a decision. Another patent newly listed in the Orange Book was added to the second complaint on June 23, 2021. Trial was scheduled for the second complaint for late June 2022, but was cancelled on June 14, 2022. A new trial date has not yet been set.
On December 17, 2018, FMCH was served with a subpoena under the False Claims Act from the United States Attorney for the District of Colorado (Denver) as part of an investigation of allegations against DaVita, Inc. ("DaVita") involving transactions between FMCH and DaVita. The subject transactions include sales and purchases of dialysis facilities, dialysis-related products and pharmaceuticals, including dialysis machines and dialyzers, and contracts for certain administrative services. FMCH cooperated in the investigation.
On June 28, 2019, certain FMCH subsidiaries filed a complaint against the United States seeking to recover monies owed to them by the United States Department of Defense under the Tricare program, and to preclude Tricare from
recouping monies previously paid. Bio-Medical Applications of Georgia, Inc., et al. v. United States, CA 19-947, United States Court of Federal Claims. Tricare provides reimbursement for dialysis treatments and other medical care provided to members of the military services, their dependents and retirees. The litigation challenges unpublished administrative actions by Tricare administrators reducing the rate of compensation paid for dialysis treatments provided to Tricare beneficiaries based on a recasting or "crosswalking" of codes used and followed in invoicing without objection for many years. Tricare administrators have acknowledged the unpublished administrative action and declined to change or abandon it. On July 8, 2020, the U.S. government filed its answer (and confirmed its position) and litigation is continuing. The court has not yet set a date for trial in this matter. FMCH has imposed a constraint on revenue otherwise recognized from the Tricare program that it believes, in consideration of facts currently known, sufficient to account for the risk of this litigation.
On August 21, 2020, FMCH was served with a subpoena from the United States Attorney for the District of Massachusetts requesting information and documents related to urgent care centers that FMCH owned, operated, or controlled as part of its ChoiceOne and Medspring urgent care operations prior to its divestiture of and exit from that line of business in 2018. The subpoena appears to be related to an ongoing investigation of alleged upcoding in the urgent care industry, which has resulted in certain published settlements under the federal False Claims Act. FMCH is cooperating in the investigation.
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 and cooperate with them, and it is working to provide the relevant information.
On March 20 and April 12, 2022, respectively, an attorney employed as general counsel for the Company's North American division from 2013 to 2016 filed a complaint with the Occupational Safety and Health Administration ("OSHA") under the Sarbanes-Oxley Act of 2002 and other anti-retaliation statutes, and a civil lawsuit in Suffolk County, Massachusetts seeking compensation for personnel management decisions allegedly adverse to him. OSHA Case No. 1-076-22-049; Kott v. National Medical Care, Inc., Case No. 22-802 (Superior Court, Suffolk County, Mass.).
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 FME 25 reorganization, 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.
On April 21, 2022, the U.S. FDA recommended that FMCH temporarily pause shipping of new dialysis machines in the United States. FMCH has accepted the recommendation and will not resume shipping before notifying the FDA. The temporary pause implicates a machine component that was already scheduled to be replaced later in 2022.
The FDA's recommendation was made in the course of implementing a bio-compatibility risk assessment process recently recommended by the FDA, and voluntarily initiated by FMCH, that allows the FDA and medical device manufacturers to explore previously unknown or unaddressed bio-compatibility risks for which there is otherwise no reporting requirement before administrative actions, if any, are deemed appropriate or necessary. The Company is working with the FDA to resolve the matter by the end of 2022.
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 govern the 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 U.S. These regulatory actions could include warning letters or other enforcement notices from the FDA, and/or comparable foreign regulatory authority which may require the Company to expend significant time and resources in order to implement appropriate corrective actions. If the Company does not address matters raised in warning letters or other enforcement notices to the satisfaction of the FDA and/or comparable regulatory authorities outside the U.S., these regulatory authorities could take additional
actions, including product recalls, injunctions against the distribution of products or operation of manufacturing plants, civil penalties, seizures of the Company's products and/or criminal prosecution. FMCH completed remediation efforts with respect to one pending FDA warning letter and is awaiting confirmation as to whether the letter is now closed. The Company must also comply with the laws of the United States, including the federal Anti-Kickback Statute, the federal False Claims Act, the federal Stark Law, the federal Civil Monetary Penalties Law and the federal Foreign Corrupt Practices Act as well as other federal and state fraud and abuse laws. Applicable laws or regulations may be amended, or enforcement agencies or courts may make interpretations that differ from the Company's interpretations or the manner in which it conducts its business. Enforcement has become a high priority for the federal government and some states. In addition, the provisions of the False Claims Act authorizing payment of a portion of any recovery to the party bringing the suit encourage private plaintiffs to commence whistleblower actions. By virtue of this regulatory environment, the Company's business activities and practices are subject to extensive review by regulatory authorities and private parties, and continuing audits, subpoenas, other inquiries, claims and litigation relating to the Company's compliance with applicable laws and regulations. The Company may not always be aware that an inquiry or action has begun, particularly in the case of whistleblower actions, which are initially filed under court seal.
The Company operates many facilities and handles the personal data of its patients and beneficiaries throughout the United States and other parts of the world and engages with other business associates to help it carry out its health care activities. In such a widespread, global system, it is often difficult to maintain the desired level of oversight and control over the thousands of individuals employed by many affiliated companies and its business associates. On occasion, the Company or its business associates may experience a breach under the Health Insurance Portability and Accountability Act Privacy Rule and Security Rules, the EU's General Data Protection Regulation and or other similar laws ("Data Protection Laws") when there has been impermissible use, access, or disclosure of unsecured personal data or when the Company or its business associates neglect to implement the required administrative, technical and physical safeguards of its electronic systems and devices, or a data breach that results in impermissible use, access or disclosure of personal identifying information of its employees, patients and beneficiaries. On those occasions, the Company must comply with applicable breach notification requirements.
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. 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 Foreign Corrupt Practices Act, among other laws and comparable state laws or laws of other countries.
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.
In Germany, the tax audits for the years 2006 through 2009 have been substantially completed. The German tax authorities have indicated a re-qualification of dividends received in connection with intercompany mandatorily redeemable preferred shares into fully taxable interest payments for these and subsequent years until 2013. The Company has defended its position and will avail itself of appropriate remedies. The Company is also subject to ongoing and future tax audits in the U.S., Germany and other jurisdictions in the ordinary course of business. Tax authorities routinely pursue adjustments to the Company's tax returns and disallowances of claimed tax deductions. When appropriate, the Company defends these adjustments and disallowances and asserts its own claims. A successful tax related claim against the Company or any of its subsidiaries could have a material adverse effect upon its business, financial condition and results of operations.
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 \$217,682 (€209,572). Under the terms of these leases, the Company has the option to remarket the underlying leased properties to satisfy its residual value guarantee obligations at the end of the lease term. As of June 30, 2022, 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.
The following tables show the carrying amounts and fair values of the Company's financial instruments at June 30, 2022 and December 31, 2021:
| in € THOUS | ||||||||
|---|---|---|---|---|---|---|---|---|
| June 30, 2022 | Carrying amount | Fair value | ||||||
| Amortized cost |
FVPL | FVOCI | Not classified |
Total | Level 1 | Level 2 | Level 3 | |
| Cash and cash equivalents | 953,137 | 71,535 | — | — | 1,024,672 | 71,535 | — | — |
| Trade accounts and other receivables from unrelated parties |
3,578,722 | — | — | 85,557 | 3,664,279 | — | — | — |
| Accounts receivable from related parties |
140,690 | — | — | — | 140,690 | — | — | — |
| Derivatives - cash flow hedging instruments |
— | — | — | 1,234 | 1,234 | — | 1,234 | — |
| Derivatives - not designated as hedging instruments |
— | 5,494 | — | — | 5,494 | — | 5,494 | — |
| Equity investments | — | 103,025 | 70,770 | — | 173,795 | 56,594 | 73,224 | 43,977 |
| Debt securities | — | 102,795 | 374,093 | — | 476,888 | 472,357 | 4,531 | — |
| Other financial assets(1) | 147,801 | — | — | 134,862 | 282,663 | — | — | — |
| Other current and non-current assets |
147,801 | 211,314 | 444,863 | 136,096 | 940,074 | — | — | — |
| Financial assets | 4,820,350 | 282,849 | 444,863 | 221,653 | 5,769,715 | — | — | — |
| Accounts payable to unrelated parties |
837,016 | — | — | — | 837,016 | — | — | — |
| Accounts payable to related parties | 101,772 | — | — | — | 101,772 | — | — | — |
| Short-term debt | 1,414,066 | — | — | — | 1,414,066 | — | — | — |
| Long-term debt | 7,320,491 | — | — | — | 7,320,491 | 5,983,487 | 595,445 | — |
| Lease liabilities | — | — | — | 4,924,578 | 4,924,578 | — | — | — |
| Derivatives - cash flow hedging instruments |
— | — | — | 8,811 | 8,811 | — | 8,811 | — |
| Derivatives - not designated as hedging instruments |
— | 24,614 | — | — | 24,614 | — | 24,614 | — |
| Variable payments outstanding for acquisitions |
— | 43,060 | — | — | 43,060 | — | — | 43,060 |
| Put option liabilities | — | — | — | 1,015,323 | 1,015,323 | — | — | 1,015,323 |
| Other financial liabilities(2) | 1,083,865 | — | — | — | 1,083,865 | — | — | — |
| Other current and non-current liabilities |
1,083,865 | 67,674 | — | 1,024,134 | 2,175,673 | — | — | — |
| Financial liabilities | 10,757,210 | 67,674 | — | 5,948,712 | 16,773,596 | — | — | — |
| in € THOUS | ||||||||
|---|---|---|---|---|---|---|---|---|
| December 31, 2021 | Carrying amount | Fair value | ||||||
| Amortized cost |
FVPL | FVOCI | Not classified |
Total | Level 1 | Level 2 | Level 3 | |
| Cash and cash equivalents | 989,257 | 492,398 | — | — | 1,481,655 | 492,398 | — | — |
| Trade accounts and other receivables from unrelated parties |
3,328,720 | — | — | 80,341 | 3,409,061 | — | — | — |
| Accounts receivable from related parties |
162,361 | — | — | — | 162,361 | — | — | — |
| Derivatives - cash flow hedging instruments |
— | — | — | 579 | 579 | — | 579 | — |
| Derivatives - not designated as hedging instruments |
— | 2,846 | — | — | 2,846 | — | 2,846 | — |
| Equity investments | — | 174,884 | 69,595 | — | 244,479 | 121,643 | 72,157 | 50,679 |
| Debt securities | — | 95,417 | 327,078 | — | 422,495 | 418,196 | 4,299 | — |
| Other financial assets(1) | 137,358 | — | — | 130,859 | 268,217 | — | — | — |
| Other current and non-current assets |
137,358 | 273,147 | 396,673 | 131,438 | 938,616 | — | — | — |
| Financial assets | 4,617,696 | 765,545 | 396,673 | 211,779 | 5,991,693 | — | — | — |
| Accounts payable to unrelated parties |
736,069 | — | — | — | 736,069 | — | — | — |
| Accounts payable to related parties |
121,457 | — | — | — | 121,457 | — | — | — |
| Short-term debt | 1,255,853 | — | — | — | 1,255,853 | — | — | — |
| Long-term debt | 7,314,915 | — | — | — | 7,314,915 | 7,246,019 | 243,656 | — |
| Lease liabilities | — | — | — | 4,749,381 | 4,749,381 | — | — | — |
| Derivatives - cash flow hedging instruments |
— | — | — | 4,490 | 4,490 | — | 4,490 | — |
| Derivatives - not designated as hedging instruments |
— | 21,428 | — | — | 21,428 | — | 21,428 | — |
| Variable payments outstanding for acquisitions |
— | 47,690 | — | — | 47,690 | — | — | 47,690 |
| Put option liabilities | — | — | — | 992,423 | 992,423 | — | — | 992,423 |
| Other financial liabilities(2) | 965,663 | — | — | — | 965,663 | — | — | — |
| Other current and non-current liabilities |
965,663 | 69,118 | — | 996,913 | 2,031,694 | — | — | — |
| Financial liabilities | 10,393,957 | 69,118 | — | 5,746,294 | 16,209,369 | — | — | — |
(1) As of June 30, 2022 and December 31, 2021, other financial assets primarily include lease receivables, deposits, guarantees, securities, vendor and supplier rebates as well as notes receivable.
(2) As of June 30, 2022 and December 31, 2021, 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, 2022. At September 30, 2021, the Company transferred its investment in Humacyte, Inc. ("Humacyte") with a carrying amount of €158,551 from Level 3 to Level 1, after Humacyte completed its merger with Alpha Healthcare Acquisition Corporation, a special purpose acquisition company. The shares in Alpha Healthcare Acquisition Corporation (now called Humacyte) received by the Company as a result of this merger and in a contemporaneous private placement are quoted in an active market, and Humacyte has registered the Company's shares for resale under the Securities Act of 1933. No additional transfers between levels of the fair value hierarchy occurred as of December 31, 2021. The Company accounts for transfers at the end of the reporting period.
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. The Company primarily enters into foreign exchange forward contracts and interest rate swaps. In certain instances, the Company enters into 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.
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 the 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, 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. Shortterm 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-byinstrument 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 determine 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 the 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. 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 the 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. 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 external valuation firms for the valuation of the put options. The external valuation estimates the fair values using a combination of discounted cash flows and a multiple of earnings and/or revenue. 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 of 10% compared to the actual estimation as of the balance sheet date. The corresponding increase in fair value of €77,282 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 would have an effect of less than 1% on the total liabilities and less than 1% on the shareholder's equity of the Company.
Following is a roll forward of Level 3 financial instruments at June 30, 2022 and December 31, 2021:
| in € THOUS | |||||||
|---|---|---|---|---|---|---|---|
| 2022 | 2021 | ||||||
| Equity investments |
Variable payments outstanding for acquisitions |
Put option liabilities |
Equity investments |
Variable payments outstanding for acquisitions |
Put option liabilities |
||
| Beginning balance at January 1, | 50,679 | 47,690 | 992,423 | 188,518 | 66,359 | 882,422 | |
| Transfer to level 1 | — | — | — | (158,551) | — | — | |
| Increase | — | 6,589 | 12,900 | 21,137 | 9,488 | 112,194 | |
| Decrease | — | (6,179) | (6,424) | — | (22,499) | (18,495) | |
| Gain / loss recognized in profit or loss (1) |
(10,719) | (6,879) | — | (12,975) | (6,716) | — | |
| Gain / loss recognized in equity | — | — | (64,467) | — | — | (54,019) | |
| Foreign currency translation and other changes |
4,017 | 1,839 | 80,891 | 12,550 | 1,058 | 70,321 | |
| Ending balance at June 30, and December 31, |
43,977 | 43,060 | 1,015,323 | 50,679 | 47,690 | 992,423 |
(1) Includes realized and unrealized gains / losses.
The Company's operating and reportable segments are the North America Segment, the EMEA Segment, the Asia-Pacific Segment and the Latin America Segment. The operating segments are determined based upon how the Company manages its businesses with geographical responsibilities. All segments are primarily engaged in providing health care services and the distribution of products and equipment for the treatment of ESKD and other extracorporeal therapies.
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 does not include income taxes as it believes taxes are outside the segments' control. Financing is a corporate function, which the Company's segments do not control. Therefore, the Company does not include interest expense relating to financing as a segment measurement. Similarly, the Company does not allocate certain costs, which relate primarily to certain headquarters' overhead charges, including accounting and finance as well as certain legal and IT costs, because the Company believes that these costs are also not within the control of the individual segments. Production of products, production asset management, quality and supply chain management as well as procurement related to production are centrally managed. Products transferred to the segments are transferred at cost; therefore, no internal profit is generated. The associated internal revenue for the product transfers and their elimination are recorded as corporate activities. Capital expenditures for production are based on the expected demand of the segments and consolidated profitability considerations. The Company's global research and development team as well as its Global Medical Office, which seek to optimize medical treatments and clinical processes within the Company, are also centrally managed. These corporate activities ("Corporate") do not fulfill the definition of a segment according to IFRS 8, Operating Segments. In addition, certain revenues, investments and intangible assets, as well as any related expenses, are not allocated to a segment but are accounted for as Corporate.
Information pertaining to the Company's segment and Corporate activities for the three and six months ended June 30, 2022 and 2021 is set forth below:
| North America Segment |
EMEA Segment |
Asia Pacific Segment |
Latin America Segment |
Total Segment |
Corporate (1) | Total |
|---|---|---|---|---|---|---|
| 2,884,540 | 362,203 | 237,326 | 149,050 | 3,633,119 | 7,164 | 3,640,283 |
| 262,137 | 357,389 | 267,184 | 57,325 | 944,035 | 5,691 | 949,726 |
| 3,146,677 | 719,592 | 504,510 | 206,375 | 4,577,154 | 12,855 | 4,590,009 |
| 146,891 | 7,038 | 11,679 | 1,063 | 166,671 | — | 166,671 |
| 3,293,568 | 726,630 | 516,189 | 207,438 | 4,743,825 | 12,855 | 4,756,680 |
| 4,122 | — | 159 | 28 | 4,309 | (4,309) | — |
| 3,297,690 | 726,630 | 516,348 | 207,466 | 4,748,134 | 8,546 | 4,756,680 |
| 340,326 | 59,758 | 71,154 | (6,167) | 465,071 | (124,561) | 340,510 |
| (71,579) | ||||||
| 268,931 | ||||||
| (264,467) | (49,041) | (27,002) | (10,805) | (70,702) | (422,017) | |
| (302) | (472) | 40 | — | — | (734) | |
| 24,154 | (5,162) | (190) | 565 | 19,367 | — | 19,367 |
| 202,386 | 38,144 | 22,803 | 9,710 | 273,043 | 49,744 | 322,787 |
| 3,305,679 | ||||||
| 253,908 | 339,817 | 245,413 | 47,025 | 886,163 | 4,629 | 890,792 |
| 2,854,408 | 681,266 | 472,230 | 170,248 | 4,178,152 | 18,319 | 4,196,471 |
| 98,285 | 11,440 | 13,292 | 682 | 123,699 | — | 123,699 |
| 2,952,693 | 692,706 | 485,522 | 170,930 | 4,301,851 | 18,319 | 4,320,170 |
| 10,691 | — | 111 | — | 10,802 | (10,802) | — |
| 2,963,384 | 692,706 | 485,633 | 170,930 | 4,312,653 | 7,517 | 4,320,170 |
| 397,593 | 73,370 | 84,218 | 2,595 | 557,776 | (133,555) | 424,221 |
| (69,209) | ||||||
| 355,012 | ||||||
| (239,895) | (48,032) | (25,834) | (9,426) | (63,673) | (386,860) | |
| (2,619) | — | — | — | (6,054) | (8,673) | |
| 25,222 | (3,143) | 134 | 209 | 22,422 | — | 22,422 |
| 390,314 | ||||||
| 2,600,500 229,301 |
341,449 54,810 |
226,817 22,184 |
123,223 12,586 |
3,291,989 318,881 |
(351,315) (734) 13,690 (323,187) (2,619) 71,433 |
(1) Includes inter - segment consolidation adjustments.
| in € THOUS | |||||||
|---|---|---|---|---|---|---|---|
| North America Segment |
EMEA Segment |
Asia Pacific Segment |
Latin America Segment |
Total Segment |
Corporate (1) | Total | |
| Six months ended June 30, 2022 | |||||||
| Revenue from health care services | 5,658,873 | 706,626 | 473,199 | 278,909 | 7,117,607 | 15,191 | 7,132,798 |
| Revenue from health care products Revenue from contracts with customers |
539,670 6,198,543 |
680,050 1,386,676 |
521,189 994,388 |
110,273 389,182 |
1,851,182 8,968,789 |
10,526 25,717 |
1,861,708 8,994,506 |
| Other revenue external customers | 265,636 | 14,231 | 28,934 | 1,742 | 310,543 | — | 310,543 |
| Revenue external customers | 6,464,179 | 1,400,907 | 1,023,322 | 390,924 | 9,279,332 | 25,717 | 9,305,049 |
| Inter-segment revenue | 8,115 | — | 223 | 1,179 | 9,517 | (9,517) | — |
| Revenue | 6,472,294 | 1,400,907 | 1,023,545 | 392,103 | 9,288,849 | 16,200 | 9,305,049 |
| Operating income | 644,268 | 121,027 | 170,002 | 4,970 | 940,267 | (252,089) | 688,178 |
| Interest | (140,676) | ||||||
| Income before income taxes | 547,502 | ||||||
| Depreciation and amortization | (524,904) | (95,969) | (54,050) | (21,699) | (696,622) | (139,560) | (836,182) |
| Impairment loss | (3,696) | (972) | (2) | — | (4,670) | (855) | (5,525) |
| Income (loss) from equity method investees | 40,316 | (11,396) | 30 | 904 | 29,854 | — | 29,854 |
| Total assets | 23,965,810 | 4,031,269 | 3,019,823 | 867,955 | 31,884,857 | 4,184,869 | 36,069,726 |
| thereof investments in equity method investees |
432,742 | 184,442 | 102,174 | 25,035 | 744,393 | (9,659) | 734,734 |
| Additions of property, plant and equipment, intangible assets and right-of-use assets |
362,385 | 77,209 | 43,906 | 17,758 | 501,258 | 100,590 | 601,848 |
| Six months ended June 30, 2021 | |||||||
| Revenue from health care services | 5,151,466 | 673,910 | 454,630 | 237,902 | 6,517,908 | 20,907 | 6,538,815 |
| Revenue from health care products | 505,712 | 658,828 | 476,161 | 90,810 | 1,731,511 | 8,901 | 1,740,412 |
| Revenue from contracts with customers | 5,657,178 | 1,332,738 | 930,791 | 328,712 | 8,249,419 | 29,808 | 8,279,227 |
| Other revenue external customers | 194,344 | 29,574 | 25,917 | 1,233 | 251,068 | — | 251,068 |
| Revenue external customers | 5,851,522 | 1,362,312 | 956,708 | 329,945 | 8,500,487 | 29,808 | 8,530,295 |
| Inter-segment revenue | 21,866 | — | 167 | — | 22,033 | (22,033) | — |
| Revenue | 5,873,388 | 1,362,312 | 956,875 | 329,945 | 8,522,520 | 7,775 | 8,530,295 |
| Operating income | 796,097 | 153,260 | 169,514 | 9,235 | 1,128,106 | (229,632) | 898,474 |
| Interest | (145,281) | ||||||
| Income before income taxes | 753,193 | ||||||
| Depreciation and amortization | (479,677) | (98,377) | (51,496) | (18,367) | (647,917) | (126,849) | (774,766) |
| Impairment loss | (2,915) | — | — | — | (2,915) | (6,054) | (8,969) |
| Income (loss) from equity method investees | 52,613 | (3,548) | 859 | 254 | 50,178 | — | 50,178 |
| Total assets | 22,292,916 | 3,906,540 | 2,837,678 | 768,237 | 29,805,371 | 3,181,836 | 32,987,207 |
| thereof investments in equity method investees |
409,287 | 175,673 | 99,762 | 23,838 | 708,560 | — | 708,560 |
| Additions of property, plant and equipment, intangible assets and right-of-use assets |
449,835 | 103,386 | 42,974 | 25,330 | 621,525 | 129,058 | 750,583 |
(1) Includes inter - segment consolidation adjustments.
No significant activities have taken place subsequent to the balance sheet date June 30, 2022 that have a material impact on the key figures and earnings presented. Currently, there are no significant changes in the Company's structure, management, legal form or personnel.
Hof an der Saale, August 2, 2022
Fresenius Medical Care AG & Co. KGaA
Represented by the General Partner Fresenius Medical Care Management AG
Management Board
R. Powell H. Giza F. W. Maddux, MD Dr. K. Mazur-Hofsäß W. Valle
To Fresenius Medical Care AG & Co. KGaA, Hof an der Saale
We have reviewed the condensed consolidated interim financial statements - comprising the consolidated balance sheets, consolidated statements of income, consolidated statements of comprehensive income, consolidated statement of cash flows, consolidated statement of shareholders' equity and selected explanatory notes - and the interim group management report of Fresenius Medical Care AG & Co. KGaA, Hof an der Saale, for the period from January 1 to June 30, 2022 which are part of the half-year financial report pursuant to § (Article) 115 WpHG ("Wertpapierhandelsgesetz": German Securities Trading Act). The preparation of the condensed consolidated interim financial statements in accordance with the IFRS applicable to interim financial reporting as adopted by the EU and of the interim group management report in accordance with the provisions of the German Securities Trading Act applicable to interim group management reports is the responsibility of the parent Company's Board of Managing Directors of the managing corporate general partner. Our responsibility is to issue a review report on the condensed consolidated interim financial statements and on the interim group management report based on our review.
We conducted our review of the condensed consolidated interim financial statements and the interim group management report in accordance with German generally accepted standards for the review of financial statements promulgated by the Institut der Wirtschaftsprüfer (Institute of Public Auditors in Germany) (IDW) and additionally observed the International Standard on Review Engagements "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" (ISRE 2410). Those standards require that we plan and perform the review so that we can preclude through critical evaluation, with moderate assurance, that the condensed consolidated interim financial statements have not been prepared, in all material respects, in accordance with the IFRS applicable to interim financial reporting as adopted by the EU and that the interim group management report has not been prepared, in all material respects, in accordance with the provisions of the German Securities Trading Act applicable to interim group management reports. A review is limited primarily to inquiries of company personnel and analytical procedures and therefore does not provide the assurance attainable in a financial statement audit. Since, in accordance with our engagement, we have not performed a financial statement audit, we cannot express an audit opinion.
Based on our review, no matters have come to our attention that cause us to presume that the condensed consolidated interim financial statements have not been prepared, in all material respects, in accordance with the IFRS applicable to interim financial reporting as adopted by the EU nor that the interim group management report has not been prepared, in all material respects, in accordance with the provisions of the German Securities Trading Act applicable to interim group management reports.
Frankfurt am Main, August 2, 2022
PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft
Peter Kartscher Holger Lutz [Wirtschaftsprüfer] [Wirtschaftsprüfer]
(German Public Auditor) (German Public Auditor)
"To the best of our knowledge, and in accordance with the applicable reporting principles for interim financial reporting, the interim consolidated financial statements give a true and fair view of the results of operations, financial position and net assets of the Fresenius Medical Care-Group, and the interim management report of the group includes a fair review of the development and performance of the business and the position of the group, together with a description of the principal opportunities and risks associated with the expected development of the group for the remaining months of the financial year."
Hof an der Saale, August 2, 2022
Fresenius Medical Care AG & Co. KGaA
Represented by the General Partner Fresenius Medical Care Management AG
Management Board
R. Powell H. Giza F. W. Maddux, MD Dr. K. Mazur-Hofsäß W. Valle




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