Notes to Consolidated Financial Statements
(unaudited)
(in thousands, except share and per share data)
1. The Company and Basis of Presentation
The Company
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, is the world's largest kidney dialysis company, based on publicly reported sales and number of patients treated. The Company provides dialysis
treatment and related dialysis care services to persons who suffer from end-stage renal disease ("ESRD"), as well as other health care services. The Company also develops and manufactures a wide
variety of health care products, which includes dialysis and non-dialysis products. The Company's dialysis products include hemodialysis machines, peritoneal cyclers, dialyzers, peritoneal solutions,
hemodialysis concentrates, solutions and granulates, bloodlines, renal pharmaceuticals and systems for water treatment. The Company's non-dialysis products include 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 describes
certain of its other health care services as "Care Coordination." Care Coordination currently includes, but is not limited to, the coordinated delivery of pharmacy services, vascular, cardiovascular
and endovascular specialty services, non-dialysis laboratory testing services, physician nephrology and cardiology services, health plan services, ambulatory surgery center services and urgent care
services. Care Coordination also includes the coordinated delivery of emergency, intensivist and hospitalist physician services as well as transitional care which the Company refers to as "hospital
related physician services." All of these Care Coordination services together with dialysis care and related services represent the Company's health care services.
In
these unaudited Consolidated Financial Statements, "FMC-AG & Co. KGaA," or the "Company" refers to the Company or the Company and its subsidiaries on a consolidated
basis, as the context requires. "Fresenius SE" and "Fresenius SE & Co. KGaA" refer to Fresenius SE & Co. KGaA, a German partnership limited by shares resulting from the
change of legal form of Fresenius SE (effective as of January 2011), a European Company (Societas Europaea) previously called Fresenius AG, a German stock corporation. "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 segments, see Note 14 "Segment and Corporate
Information."
Basis of Presentation
Since 1996, the Company filed with the U.S. Securities and Exchange Commission ("SEC") annual and interim reports containing Consolidated
Financial Statements prepared in accordance with U.S. Generally Accepted Accounting Principles ("U.S. GAAP"), using the U.S. dollar as the Company's reporting currency. Since 2007, the Company
has also been required by German and European law to prepare Consolidated Financial Statements in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union.
47
Table of Contents
FRESENIUS MEDICAL CARE AG & Co. KGaA
Notes to Consolidated Financial Statements
(unaudited)
(in thousands, except share and per share data)
In
2007, the Company adopted IFRS 1 and began publishing Consolidated Financial Statements based upon IFRS as adopted by the European Union with the federal gazette in Germany.
The Company's effective date of transition to IFRS was January 1, 2006. As required by IFRS 1, the Company has applied all IFRS standards and interpretations that were effective as of
December 31, 2007, the reporting date for the first IFRS consolidated Financial Statements for the year ending December 31, 2007, consistently and retrospectively through the transition
date.
As
of January 1, 2017, the consolidated financial statements and other financial information included in the Company's quarterly reports on 6-K have been, and commencing with its
Annual Report on 20-F for 2017 the financial statements in our annual reports will be prepared solely in accordance with IFRS as issued by the International Accounting Standards Board ("IASB"), using
the euro as the Company's reporting currency, and the Company has discontinued publishing U.S. GAAP financial information. At September 30, 2017, there were no IFRS or International
Financial Reporting Interpretation Committee ("IFRIC") interpretations as endorsed by the European Union relevant for interim reporting that differed from IFRS as issued by the IASB. As such, the
accompanying condensed interim report complies with the requirements of International Accounting Standard ("IAS") 34, Interim Financial Reporting as well as with the rules concerning interim reporting
as issued by the IASB.
The
preparation of 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 revenue and expense during the reporting period. Actual
results could differ from those estimates. Such 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
results of operations for the three and nine months ended September 30, 2017 are not necessarily indicative of the results of operations for the year ending
December 31, 2017.
Recently Implemented Accounting Pronouncements
The Company has prepared its Consolidated Financial Statements at September 30, 2017 in conformity with IFRS in force for the interim
periods on January 1, 2017. In the first nine months of 2017, the Company did not apply any new standards which would be relevant for its business.
Recent Accounting Pronouncements Not Yet Adopted
The IASB issued the following new standards which are relevant for the Company:
-
-
IFRS 15, Revenue from Contracts with Customers
-
-
IFRS 9, Financial Instruments
-
-
IFRS 16, Leases
48
Table of Contents
FRESENIUS MEDICAL CARE AG & Co. KGaA
Notes to Consolidated Financial Statements
(unaudited)
(in thousands, except share and per share data)
-
-
Amendments to IAS 7, Statement of Cash Flows
-
-
IFRS 17, Insurance Contracts
In
May 2014, the IASB issued IFRS 15, Revenue from Contracts with Customers. This new standard specifies how and when companies reporting under IFRS will recognize revenue as well
as providing users of financial statements with more informative and relevant disclosures. IFRS 15 supersedes IAS 18, Revenue, IAS 11, Construction Contracts and a number of
revenue-related interpretations. While this standard applies to nearly all contracts with customers, the main exceptions are leases, financial instruments and insurance contracts. In September 2015,
the IASB issued the amendment "Effective Date of IFRS 15", which defers the effective date of IFRS 15 by one year to fiscal years beginning on or after January 1, 2018. Earlier
adoption is permitted. The Company decided that IFRS 15 will not be adopted early and is currently evaluating the impact of IFRS 15, in conjunction with all amendments to
the standard, on its Consolidated Financial Statements. Based on findings the Company obtained so far, it expects differences from the current accounting mainly in the calculation of the transaction
price for health care services provided. IFRS 15 requires the consideration of implicit price concessions when determining the transaction price. This will lead to a corresponding decrease of
revenue from health care services and thus, the implicit price concessions will no longer be included in selling, general and administrative expenses as an allowance for doubtful accounts. The first
analysis of this issue showed a decrease of revenue by approximately 2 - 3% without any effect on net income. A more detailed quantification of the impact of IFRS 15 is not yet possible.
The Company expects to implement IFRS 15 using the cumulative effect method and is continuing to evaluate accounting policy options. The Company intends to apply IFRS 15 only to open
contracts as of January 1, 2018.
In
July 2014, the IASB issued a new version of IFRS 9, Financial Instruments. This IFRS 9 version is considered the final and complete version, thus, mainly replacing
IAS 39 as soon IFRS 9 is applied. It includes all prior guidance on the classification and measurement of financial assets and financial liabilities as well as hedge accounting and
introduces requirements for impairment of financial instruments as well as modified requirements for the measurement categories of financial assets. The impairment provisions reflect a model that
relies on expected losses (expected loss model). This model comprises a two stage approach. Upon recognition an entity shall recognize losses that are expected within the next 12 months. If
credit risk deteriorates significantly, from that point in time, impairment losses shall amount to lifetime expected losses. The provisions for classification and measurement are amended by
introducing an additional third measurement category for certain debt instruments. Such instruments shall be measured at fair value with changes recognized in other comprehensive income (fair value
through other comprehensive income). The standard is accompanied by additional disclosure requirements and is effective for fiscal years beginning on or after January 1, 2018. Earlier adoption
is permitted. The Company decided that IFRS 9 will not be adopted early and is currently evaluating the impact on its Consolidated Financial Statements. In accordance with IAS 39, the
majority of the non-derivative financial assets are measured at amortized costs. The analysis on the business model and the contractual cash flow characteristics of each instrument is still ongoing.
The requirements for the classification and measurement of non-derivative financial liabilities have not changed significantly. Thus, the Company expects a limited impact on its Consolidated Financial
Statements. Derivatives not designated as hedging instruments will continue to be classified and measured at fair value through profit and loss.
The
Company intends to implement the simplified method to determine the provisions for risks from trade accounts receivable, receivables from lease contracts and capitalized contract
costs according to IFRS 15. A quantification of the impact is not yet possible. Based on currently available information,
49
Table of Contents
FRESENIUS MEDICAL CARE AG & Co. KGaA
Notes to Consolidated Financial Statements
(unaudited)
(in thousands, except share and per share data)
derivative
financial instruments presently designated as hedging instruments are also qualified for hedge accounting according to the requirements of IFRS 9. The Company also evaluates
accounting policy choices and transition methods of IFRS 9.
In
January 2016, the IASB issued IFRS 16, Leases, which supersedes the current standard on lease-accounting, IAS 17, as well as the interpretations IFRIC 4, SIC-15
and SIC-27. IFRS 16 significantly improves lessee accounting. For all leases, a lessee is required to recognize a right-of-use asset representing its right to use the underlying leased asset
and a lease liability representing its obligation to make lease payments. Depreciation of the right-of-use asset and interest on the lease liability must be recognized in the income statement for
every lease contract. Therefore, straight-line rental expenses will no longer be shown. The lessor accounting requirements in IAS 17 are substantially carried forward.
The standard is effective for fiscal years beginning on or after January 1, 2019. Earlier application is permitted for entities that have also adopted IFRS 15 Revenue from Contracts with
Customers. The Company decided that IFRS 16 will not be adopted early. The Company expects a balance sheet extension due to the on balance sheet recognition of right of use assets and
liabilities for agreed lease payment obligations, currently classified as operating leases, resulting in particular from leased clinics and buildings. Based on a first impact analysis as of
December 31, 2015, using certain assumptions and simplifications, the Company expects a financial debt increase of approximately €4,000,000. Referring to the consolidated
statement of income, the Company expects an operating income improvement due to the split of rent expenses in depreciation and interest expenses, by having unchanged cash outflows. The Company also
expects that its Leverage Ratio (debt as compared to EBITDA, Earnings before Interest, Taxes, Depreciation and Amortization, adjusted for acquisitions and divestitures made during the year with a
purchase price above a €50,000 threshold as defined in the Amended 2012 Credit Agreement and non-cash charges) will increase by about 0.5. The impact on the Company will depend on the
contract portfolio at the effective date, as well as the transition method. Based on a first impact analysis, the Company decided to apply the modified retrospective method. Currently, the Company is
evaluating the accounting policy options of IFRS 16.
In
January 2016, the IASB issued amendments to IAS 7, Statement of Cash Flows. The amendments are intended to improve the information related to the change in a company's debt by
providing additional annual disclosures. The standard is effective for fiscal years beginning on or after January 1, 2017. Earlier application is permitted. The Company will initially present
the amendments to IAS 7 in the Consolidated Financial Statements as of December 31, 2017.
In
May 2017, the IASB issued IFRS 17
, Insurance Contracts
. 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 current
values. The frequent updates to the insurance values are expected to provide more useful information to users of financial statements. IFRS 17 is effective for fiscal years beginning on or
after January 1, 2021. Earlier adoption is permitted for entities that have also adopted IFRS 9 Financial Instruments and IFRS 15 Revenue from Contracts with Customers. The
Company is evaluating the impact of IFRS 17 on the Consolidated Financial Statements.
In
the Company's view, all other pronouncements issued by the IASB do not have a material impact on the Consolidated Financial Statements, as expected.
50
Table of Contents
FRESENIUS MEDICAL CARE AG & Co. KGaA
Notes to Consolidated Financial Statements
(unaudited)
(in thousands, except share and per share data)
2. Notes to the Consolidated Statements of Income
a) Research and Development Expenses
Research
and development expenses of €94,927 for the nine months ended September 30, 2017 (for the nine months ended September 30, 2016:
€107,577) include expenditure for research and non-capitalizable development costs as well as depreciation and amortization expenses related to capitalized development costs of
€351 (for the nine months ended September 30, 2016: €620).
b) Earnings per Share
The
following table contains reconciliations of the numerators and denominators of the basic and fully diluted earnings per share computations for 2017 and 2016:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of Basic and Diluted Earnings per Share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in € thousands, except share and per share data
|
|
|
|
|
|
|
|
For the three months
ended September 30,
|
|
|
For the nine months
ended September 30,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to shareholders of FMC-AG & Co. KGaA
|
|
|
309,276
|
|
|
304,262
|
|
|
886,136
|
|
|
781,151
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominators:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares outstanding
|
|
|
306,572,494
|
|
|
305,972,432
|
|
|
306,447,106
|
|
|
305,602,983
|
|
Potentially dilutive shares
|
|
|
659,879
|
|
|
659,298
|
|
|
577,637
|
|
|
535,792
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share
|
|
|
1.01
|
|
|
0.99
|
|
|
2.89
|
|
|
2.56
|
|
Fully diluted earnings per share
|
|
|
1.01
|
|
|
0.99
|
|
|
2.89
|
|
|
2.55
|
|
By
resolution of the Company's annual general meeting on May 12, 2011, the Company was authorized to conduct a share buy-back program to repurchase ordinary shares. The buy-back
program commenced on May 20, 2013 and was completed on August 14, 2013 after 7,548,951 shares had been repurchased in the amount of €384,966. On February 16, 2016,
the Company retired 6,549,000 of the repurchased shares from the buy-back program at an average weighted price of €51 per share.
3. Related Party Transactions
Fresenius SE is also the Company's largest shareholder and owns 30.7% of the Company's outstanding shares, excluding treasury shares held by the Company, at September 30, 2017.
The Company has entered into certain arrangements for services, leases 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 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. Financing arrangements as described in item b) 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 c) below. Our related party transactions are settled through Fresenius SE's cash management system where appropriate.
51
Table of Contents
FRESENIUS MEDICAL CARE AG & Co. KGaA
Notes to Consolidated Financial Statements
(unaudited)
(in thousands, except share and per share data)
a) Service Agreements, Lease Agreements and Products
The
Company is party to service agreements with Fresenius SE and certain of its affiliates (collectively the "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. The Company also
provides central purchasing services to the Fresenius SE Companies. These related party agreements generally have a duration of 1 - 5 years and are renegotiated on an as needed
basis when the agreement comes due. The Company provides administrative services to one of its equity method investees.
The
Company is a party to real estate operating lease agreements with the 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 majority of the leases expire at the end of 2026.
In
addition to the above mentioned service and lease agreements, the Company sold products to the Fresenius SE Companies and made purchases from the 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 formed the renal pharmaceutical company Vifor Fresenius Medical Care Renal Pharma Ltd., ("VFMCRP"), an equity method investee of which the Company
owns 45%, with Galenica Ltd. (now known as Vifor Pharma Ltd). The Company has entered into exclusive supply agreements to purchase certain pharmaceuticals from VFMCRP.
Below
is a summary, including the Company's receivables from and payables to the indicated parties resulting from the above described transactions with related parties.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service Agreements, Lease Agreements and Products
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in € thousands
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the nine months ended
September 30, 2017
|
|
|
For the nine months ended
September 30, 2016
|
|
|
September 30, 2017
|
|
|
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales of
goods and
services
|
|
|
Purchases
of goods
and services
|
|
|
Sales of
goods and
services
|
|
|
Purchases
of goods
and services
|
|
|
Accounts
Receivables
|
|
|
Accounts
Payables
|
|
|
Accounts
Receivables
|
|
|
Accounts
Payables
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service Agreements
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fresenius SE
|
|
|
146
|
|
|
16,210
|
|
|
140
|
|
|
15,108
|
|
|
86
|
|
|
2,838
|
|
|
132
|
|
|
51
|
|
Fresenius SE affiliates
|
|
|
2,702
|
|
|
58,338
|
|
|
2,421
|
|
|
56,892
|
|
|
652
|
|
|
3,269
|
|
|
822
|
|
|
2,856
|
|
Equity method investees
|
|
|
13,970
|
|
|
-
|
|
|
12,677
|
|
|
-
|
|
|
1,064
|
|
|
-
|
|
|
2,506
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
16,818
|
|
|
74,548
|
|
|
15,238
|
|
|
72,000
|
|
|
1,802
|
|
|
6,107
|
|
|
3,460
|
|
|
2,907
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease Agreements
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fresenius SE
|
|
|
-
|
|
|
6,266
|
|
|
-
|
|
|
7,050
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Fresenius SE affiliates
|
|
|
-
|
|
|
9,162
|
|
|
-
|
|
|
10,209
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
-
|
|
|
15,428
|
|
|
-
|
|
|
17,259
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Products
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fresenius SE
|
|
|
-
|
|
|
-
|
|
|
2
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Fresenius SE affiliates
|
|
|
23,861
|
|
|
31,258
|
|
|
19,551
|
|
|
32,251
|
|
|
9,301
|
|
|
3,959
|
|
|
7,948
|
|
|
4,787
|
|
Equity method investees
|
|
|
-
|
|
|
316,027
|
|
|
-
|
|
|
292,422
|
|
|
-
|
|
|
87,366
|
|
|
-
|
|
|
55,329
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
23,861
|
|
|
347,285
|
|
|
19,553
|
|
|
324,673
|
|
|
9,301
|
|
|
91,325
|
|
|
7,948
|
|
|
60,116
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
52
Table of Contents
FRESENIUS MEDICAL CARE AG & Co. KGaA
Notes to Consolidated Financial Statements
(unaudited)
(in thousands, except share and per share data)
(1) In addition to the above shown Accounts Payable, Accrued Expenses for Service Agreements with related parties amounted
to €3,552 and €3,359 at September 30, 2017 and December 31, 2016, respectively.
b) Financing
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 September 30, 2017 and December 31, 2016, the Company had accounts receivable from
Fresenius SE related to short-term financing in the amount of €126,217 and €197,883, respectively. As of September 30, 2017 and December 31, 2016, the
Company had accounts payable to Fresenius SE related to short-term financing in the amount of €123,453 and €186,350, respectively. The interest rates for these cash
management arrangements are set on a daily basis and are based on the then-prevailing overnight reference rate for the respective currencies.
On
August 19, 2009, the Company borrowed €1,500 from the General Partner on an unsecured basis at 1.335%. The loan repayment has been extended periodically and is
currently due August 22, 2018 with an interest rate of 1.100%. On November 28, 2013, the Company borrowed an additional €1,500 with an interest rate of 1.875% from the
General Partner. The loan repayment has been extended periodically and is currently due on November 24, 2017 with an interest rate of 1.021%.
At
September 30, 2017 and December 31, 2016, a subsidiary of Fresenius SE held unsecured Senior Notes issued by the Company in the amount of €6,000 and
€8,300, respectively. The Senior Notes were issued in 2011 and 2012, mature in 2021 and 2019, respectively, and each has a coupon rate of 5.25% with interest payable semiannually.
At
September 30, 2017 and December 31, 2016, the Company provided a cash advance to Fresenius SE in the amount of €10,900 and €36,245,
respectively, on an unsecured basis at an interest rate of 1.100% and 0.771%, respectively. For further information on this loan agreement, see Note 7. "Short-Term Debt and Short-Term Debt from
Related Parties Short-Term Debt from Related Parties."
c) Key Management Personnel
Due
to the Company's legal form as 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 €15,995 and
€13,846, respectively, for its management services during the nine months ended September 30, 2017 and 2016. As of September 30, 2017, the Company did not have any
accounts receivable from the General Partner. As of December 31, 2016, the Company had accounts receivable from the General Partner in the amount of €174. As of
September 30, 2017 and December 31, 2016, the Company had accounts payable to the General Partner in the amount of €2,919 and €14,696, respectively.
53
Table of Contents
FRESENIUS MEDICAL CARE AG & Co. KGaA
Notes to Consolidated Financial Statements
(unaudited)
(in thousands, except share and per share data)
4. Cash and Cash Equivalents
At September 30, 2017 and December 31, 2016, cash and cash equivalents consisted of the following:
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in € thousands
|
|
|
|
|
|
|
|
|
|
|
September 30,
2017
|
|
|
December 31,
2016
|
|
|
|
|
|
|
|
|
|
Cash
|
|
|
574,567
|
|
|
533,403
|
|
Securities and Time deposits (with a maturity of up to 90 days)
|
|
|
154,673
|
|
|
175,479
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
729,240
|
|
|
708,882
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5. Trade Accounts Receivable
At September 30, 2017 and December 31, 2016, trade accounts receivable consisted of the following:
|
|
|
|
|
|
|
|
Trade accounts receivable, less allowance for doubtful accounts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in € thousands
|
|
|
|
|
|
|
|
|
|
|
September 30,
2017
|
|
|
December 31,
2016
|
|
|
|
|
|
|
|
|
|
Trade accounts receivable
|
|
|
3,701,884
|
|
|
3,826,280
|
|
less allowance for doubtful accounts
|
|
|
(529,384
|
)
|
|
(482,461
|
)
|
|
|
|
|
|
|
|
|
Trade accounts receivable, net
|
|
|
3,172,500
|
|
|
3,343,819
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6. Inventories
At September 30, 2017 and December 31, 2016, inventories consisted of the following:
|
|
|
|
|
|
|
|
Inventories
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in € thousands
|
|
|
|
|
|
|
|
|
|
|
September 30,
2017
|
|
|
December 31,
2016
|
|
|
|
|
|
|
|
|
|
Finished goods
|
|
|
695,508
|
|
|
687,615
|
|
Health care supplies
|
|
|
348,932
|
|
|
362,307
|
|
Raw materials and purchased components
|
|
|
189,676
|
|
|
214,286
|
|
Work in process
|
|
|
74,829
|
|
|
73,269
|
|
|
|
|
|
|
|
|
|
Inventories
|
|
|
1,308,945
|
|
|
1,337,477
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
54
Table of Contents
FRESENIUS MEDICAL CARE AG & Co. KGaA
Notes to Consolidated Financial Statements
(unaudited)
(in thousands, except share and per share data)
7. Short-term Debt and Short-term Debt from Related Parties
At September 30, 2017 and December 31, 2016, short-term debt and short-term debt from related parties consisted of the following:
|
|
|
|
|
|
|
|
Short-term Debt and Short-term Debt from Related Parties
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in € thousands
|
|
|
|
|
|
|
|
|
|
|
September 30,
2017
|
|
|
December 31,
2016
|
|
|
|
|
|
|
|
|
|
Commercial Paper Program
|
|
|
852,928
|
|
|
475,915
|
|
Borrowings under lines of credit
|
|
|
82,002
|
|
|
89,451
|
|
Other
|
|
|
1,073
|
|
|
6,644
|
|
|
|
|
|
|
|
|
|
Short-term debt
|
|
|
936,003
|
|
|
572,010
|
|
Short-term debt from related parties (see Note 3.b)
|
|
|
3,015
|
|
|
3,000
|
|
|
|
|
|
|
|
|
|
Short-term debt and short-term debt from related parties
|
|
|
939,018
|
|
|
575,010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
Company and certain consolidated entities operate a multi-currency notional pooling cash management system. The Company met the conditions to offset balances within this cash pool
for reporting purposes. At September 30, 2017 and December 31, 2016, cash and borrowings under lines of credit in the amount of €106,779 and €325,485 were
offset under this cash management system.
Commercial Paper Program
Commercial paper programs are flexible financing instruments to obtain short-term funding on the money market. Typically, commercial paper
maturities range from a few days up to under two years. The Company established a commercial paper program on January 19, 2016 under which short-term notes of up to €1,000,000
can be issued. At September 30, 2017 and December 31, 2016, the outstanding commercial paper amounted to €853,000 and €476,000, respectively.
Other
At September 30, 2017 and December 31, 2016, the Company had €1,073 and €6,644 of other debt
outstanding related to fixed payments outstanding for acquisitions.
Short-term Debt from Related Parties
The Company is party to an unsecured loan agreement with Fresenius SE under which the Company or its subsidiaries may request and receive one or
more short-term advances up to an aggregate amount of $400,000 which matured on October 30, 2017.
55
Table of Contents
FRESENIUS MEDICAL CARE AG & Co. KGaA
Notes to Consolidated Financial Statements
(unaudited)
(in thousands, except share and per share data)
8. Long-term Debt and Capital Lease Obligations
As of September 30, 2017 and December 31, 2016, long-term debt and capital lease obligations consisted of the following:
|
|
|
|
|
|
|
|
Long-term Debt and Capital Lease Obligations
|
|
|
|
|
|
|
|
|
|
in € thousands
|
|
|
|
|
September 30,
2017
|
|
|
December 31,
2016
|
|
|
|
|
|
|
|
|
|
Amended 2012 Credit Agreement
|
|
|
2,068,885
|
|
|
2,244,115
|
|
Senior Notes
|
|
|
3,853,971
|
|
|
4,670,786
|
|
Convertible Bonds
|
|
|
385,422
|
|
|
380,735
|
|
Accounts Receivable Facility
|
|
|
168,643
|
|
|
165,037
|
|
Capital lease obligations
|
|
|
38,771
|
|
|
43,775
|
|
Other
|
|
|
207,606
|
|
|
52,656
|
|
|
|
|
|
|
|
|
|
Long-term debt and capital lease obligations
|
|
|
6,723,298
|
|
|
7,557,104
|
|
Less current portion
|
|
|
(890,949
|
)
|
|
(724,218
|
)
|
|
|
|
|
|
|
|
|
Long-term debt and capital lease obligations, less current portion
|
|
|
5,832,349
|
|
|
6,832,886
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amended 2012 Credit Agreement
The Company originally entered into a syndicated credit facility of $3,850,000 and a 5 year tenor (the "2012 Credit Agreement") with a
large group of banks and institutional investors (collectively, the "Lenders") on October 30, 2012. On November 26, 2014, the 2012 Credit Agreement was amended to increase the total
credit facility to approximately $4,400,000 and extend the term for an additional two years until October 30, 2019 ("Amended 2012 Credit Agreement"). On July 11, 2017, the Company
further amended and extended the Amended 2012 Credit Agreement resulting in a total credit facility of approximately $3,900,000 with maturities of 3 and 5 years on an unsecured basis. The
Amended 2012 Credit Agreement now reflects a simplified structure consistent with the investment grade rating of the Company and lower tiered pricing.
The
current facilities under the Amended 2012 Credit Agreement now consist of the following:
-
-
A revolving credit facility of $900,000 which will be due and payable on July 31, 2022.
-
-
A revolving credit facility of €600,000 which will be due and payable on July 31, 2022.
-
-
A term loan facility of $1,500,000, also scheduled to mature on July 31, 2022. Quarterly repayments of $30,000 began on
October 31, 2017 with the remaining balance outstanding due on the maturity date.
-
-
A term loan facility of €350,000 scheduled to mature on July 31, 2022. Quarterly repayments of €7,000
began on October 31, 2017 with the remaining balance outstanding due on the maturity date.
56
Table of Contents
FRESENIUS MEDICAL CARE AG & Co. KGaA
Notes to Consolidated Financial Statements
(unaudited)
(in thousands, except share and per share data)
-
-
A non-amortizing term loan facility of €400,000 which is scheduled to mature on July 30, 2020.
Interest
on the credit facilities is floating at a rate equal to EURIBOR / LIBOR (as applicable) plus an applicable margin. The applicable margin is variable and depends on the Company's
Consolidated Leverage Ratio which is a ratio of its consolidated funded debt less cash and cash equivalents held by the Consolidated Group to Consolidated EBITDA (as these terms are defined in the
Amended 2012 Credit Agreement).
The
following table shows the available and outstanding amounts under the Amended 2012 Credit Agreement for September 30, 2017 and December 31, 2016:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amended 2012 Credit Agreement Maximum Amount Available and Balance Outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in thousands
|
|
|
|
|
Maximum Amount Available
September 30, 2017
|
|
|
Balance Outstanding
September 30, 2017
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revolving Credit USD
|
|
$
|
900,000
|
|
€
|
762,324
|
|
$
|
68,361
|
|
€
|
57,904
|
|
Revolving Credit EUR
|
|
€
|
600,000
|
|
€
|
600,000
|
|
€
|
-
|
|
€
|
-
|
|
USD Term Loan 5-year
|
|
$
|
1,500,000
|
|
€
|
1,270,540
|
|
$
|
1,500,000
|
|
€
|
1,270,540
|
|
EUR Term Loan 5-year
|
|
€
|
350,000
|
|
€
|
350,000
|
|
€
|
350,000
|
|
€
|
350,000
|
|
EUR Term Loan 3-year
|
|
€
|
400,000
|
|
€
|
400,000
|
|
€
|
400,000
|
|
€
|
400,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
€
|
3,382,864
|
|
|
|
|
€
|
2,078,444
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maximum Amount Available
December 31, 2016
|
|
Balance Outstanding
December 31, 2016
(1)
|
|
Revolving Credit USD
|
|
$
|
1,000,000
|
|
€
|
948,676
|
|
$
|
10,187
|
|
€
|
9,664
|
|
Revolving Credit EUR
|
|
€
|
400,000
|
|
€
|
400,000
|
|
€
|
-
|
|
€
|
-
|
|
USD Term Loan
|
|
$
|
2,100,000
|
|
€
|
1,992,221
|
|
$
|
2,100,000
|
|
€
|
1,992,221
|
|
EUR Term Loan
|
|
€
|
252,000
|
|
€
|
252,000
|
|
€
|
252,000
|
|
€
|
252,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
€
|
3,592,897
|
|
|
|
|
€
|
2,253,885
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Amounts shown are excluding debt issuance costs.
At
September 30, 2017 and December 31, 2016, the Company had letters of credit outstanding in the amount of $2,050 and $3,550 (€1,736 and
€3,368), respectively, under the USD revolving credit facility, which are not included above as part of the balance outstanding at those dates, but which reduce available borrowings
under the applicable revolving credit facility.
57
Table of Contents
FRESENIUS MEDICAL CARE AG & Co. KGaA
Notes to Consolidated Financial Statements
(unaudited)
(in thousands, except share and per share data)
Accounts Receivable Facility
The following table shows the available and outstanding amounts under the Accounts Receivable Facility at September 30, 2017 and at
December 31, 2016:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts Receivable Facility Maximum Amount Available and Balance Outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in thousands
|
|
|
|
|
Maximum Amount Available
September 30, 2017
(1)
|
|
|
Balance Outstanding
September 30, 2017
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts Receivable Facility
|
|
$
|
800,000
|
|
€
|
677,622
|
|
$
|
200,000
|
|
€
|
169,405
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maximum Amount Available
December 31, 2016
(1)
|
|
Balance Outstanding
December 31, 2016
(2)
|
|
Accounts Receivable Facility
|
|
$
|
800,000
|
|
€
|
758,941
|
|
$
|
175,000
|
|
€
|
166,018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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 $71,119 and $15,647 (€60,240 and €14,844) at
September 30, 2017 and December 31, 2016, respectively. These letters of credit are not included above as part of the balance outstanding at September 30, 2017 and
December 31, 2016; however, they reduce available borrowings under the Accounts Receivable Facility.
9. Supplementary Information on Capital Management
The principle objectives of the Company's capital management strategy are to optimize the weighted average cost of capital and to achieve a balanced mix of shareholders' equity and
financial debt. The dialysis industry, in which the Company has a strong market position in global, growing and largely non-cyclical markets, is characterized by stable cash flows. Due to the
Company's payors' mostly high credit quality, it is able to generate high, stable, predictable and sustainable cash flows.
These
generated cash flows allow the Company to utilize an extensive mix of financial liabilities.
58
Table of Contents
FRESENIUS MEDICAL CARE AG & Co. KGaA
Notes to Consolidated Financial Statements
(unaudited)
(in thousands, except share and per share data)
As
of September 30, 2017 and December 31, 2016 equity and debt were as follows:
|
|
|
|
|
|
|
|
Shareholders' Equity, Financial Liabilities and Total Assets
|
|
|
|
|
|
|
|
|
|
in € thousands, unless otherwise specified
|
|
|
|
|
|
|
|
|
|
|
September 30,
2017
|
|
|
December 31,
2016
|
|
|
|
|
|
|
|
|
|
Shareholders' equity, including noncontrolling interests
|
|
|
10,673,021
|
|
|
11,051,132
|
|
Financial debt
|
|
|
7,662,316
|
|
|
8,132,114
|
|
Total assets
|
|
|
24,250,358
|
|
|
25,503,540
|
|
Financial debt in % of total assets
|
|
|
31.6%
|
|
|
31.9%
|
|
Total equity in % of total assets
|
|
|
44.0%
|
|
|
43.3%
|
|
The
Company is covered by the three leading rating agencies, Moody's, Standard & Poor's and Fitch. The Company currently has a BBB- rating from Standard & Poor's, a Baa3
rating from Moody's and a BBB rating from 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.
10 Share-based Plans
On July 31, 2017 under the FMC-AG & Co. KGaA Long-Term Incentive Plan 2016, the Company awarded 604,484 performance shares, including 73,746 performance shares
granted to members of the Management Board. The total fair value is €45,409, including a fair value of €5,540 to members of the Management Board. The fair value will be
amortized over the four-year vesting period. The fair value per performance share at the grant date was €75.12.
11. Employee Benefit Plans
The Company currently has five principal pension plans, one for German employees, three for French employees and the other covering employees in the United States, the latter of which
was curtailed in 2002. Plan benefits are generally based on years of service and final salary. As there is no legal
requirement in Germany to fund defined benefit plans, the Company's pension obligations in Germany are unfunded. Each year FMCH contributes to the plan covering United States employees at least the
minimum required by the Employee Retirement Income Security Act of 1974, as amended. In 2017, FMCH did not have a minimum funding requirement. For the first nine months of 2017, the Company
voluntarily provided €820 to the defined benefit plan. For the remaining period of 2017, the Company expects further voluntarily contributions of €176.
59
Table of Contents
FRESENIUS MEDICAL CARE AG & Co. KGaA
Notes to Consolidated Financial Statements
(unaudited)
(in thousands, except share and per share data)
The following table provides the calculations of net periodic benefit cost for the three and nine months ended September 30, 2017 and 2016, respectively.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Periodic Benefit Cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in € thousands
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months
ended September 30,
|
|
|
For the nine months
ended September 30,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost
|
|
|
7,172
|
|
|
4,445
|
|
|
21,342
|
|
|
17,102
|
|
Net interest cost
|
|
|
2,818
|
|
|
4,065
|
|
|
8,356
|
|
|
12,199
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit costs
|
|
|
9,990
|
|
|
8,510
|
|
|
29,698
|
|
|
29,301
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12. Commitments and Contingencies
Legal and Regulatory Matters
The
Company is routinely involved in claims, lawsuits, regulatory and tax audits, investigations and other legal matters arising, for the most part, in the ordinary
course of its business of providing health care services and products. Legal matters that the Company currently deems to be material or noteworthy are described below. For the matters described below
in which the Company believes a loss is both reasonably possible and estimable, an estimate of the loss or range of loss exposure is provided. For the other matters described below, the Company
believes that the loss probability is remote 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.
On
February 15, 2011, a whistleblower (relator) action under the False Claims Act against FMCH was unsealed by order of the United States District Court for the District of
Massachusetts and served by the relator.
United States ex rel. Chris Drennen v. Fresenius Medical Care Holdings, Inc.
, 2009 Civ. 10179
(D. Mass.). The relator's complaint, which was first filed under seal in February 2009, alleged that the Company sought and received reimbursement from government payors for serum ferritin and
multiple forms of hepatitis B laboratory tests that were medically unnecessary or not properly ordered by a physician. Discovery on the relator's complaint closed in May 2015. Although the United
States initially declined to intervene in the case, the government subsequently changed position. On April 3, 2017, the court allowed the government to intervene with respect only to certain
hepatitis B surface antigen tests performed prior to 2011, when Medicare reimbursement rules for such tests changed. The court rejected the government's request to conduct new discovery, but is
allowing FMCH to take discovery against the government as if the government had intervened at the outset.
The
Company has received communications alleging conduct in countries outside the U.S. that may violate the U.S. Foreign Corrupt Practices Act ("FCPA") or other anti-bribery laws. The
Company's Supervisory Board, through its Audit and Corporate Governance Committee, has been conducting
60
Table of Contents
FRESENIUS MEDICAL CARE AG & Co. KGaA
Notes to Consolidated Financial Statements
(unaudited)
(in thousands, except share and per share data)
investigations
with the assistance of independent counsel which are substantially complete. The Company voluntarily advised the U.S. Securities and Exchange Commission ("SEC") and the U.S. Department
of Justice ("DOJ"). The Company's dialogue with the SEC and DOJ are ongoing. The Company continues to cooperate with the government investigations.
The
Company has identified and reported to the government, and has taken remedial actions including employee disciplinary actions with respect to, conduct that may result in monetary
penalties or other sanctions under the FCPA or other anti-bribery laws. In addition, the Company's ability to conduct business in certain jurisdictions could be negatively impacted. The Company has
recorded in prior periods a non-material accrual for an identified matter. The Company has substantially concluded its
investigations and has entered into discussions toward a possible resolution with the government agencies. There is no timetable for a possible resolution. Given the current status of the resolution
discussions and remediation activities, the Company cannot reasonably estimate the range of possible loss that may result from identified matters or from the resolution or remediation activities.
The
Company continues to implement enhancements to its anti-corruption compliance program, including internal controls related to compliance with international anti-bribery laws. The
Company continues to be fully committed to FCPA and other anti-bribery law compliance.
On
April 5, 2013, the U.S. Judicial Panel on Multidistrict Litigation ordered that the numerous lawsuits pending in various federal courts alleging wrongful death and personal
injury claims against FMCH and certain of its affiliates relating to FMCH's acid concentrate products NaturaLyte® and GranuFlo® be transferred and consolidated for pretrial
management purposes into a consolidated multidistrict litigation in the United States District Court for the District of Massachusetts.
In Re: Fresenius GranuFlo/NaturaLyte
Dialysate Products Liability Litigation
, Case No. 2013-md-02428. The Massachusetts state courts and the St. Louis City (Missouri) court subsequently established
similar consolidated litigation for their cases.
In Re: Consolidated Fresenius Cases
, Case No. MICV 2013-03400-O (Massachusetts Superior Court,
Middlesex County). Although similar cases were filed in other state courts, the Massachusetts federal and state courts and the St. Louis court were responsible, together, for more than 95% of
all cases. The lawsuits alleged generally that inadequate labeling and warnings for these products caused harm to patients. On February 17, 2016, the Company reached with a committee of
plaintiffs' counsel and reported to the courts an agreement in principle for settlement of potentially all cases. The agreement in principle calls for the Company to pay $250,000 into a settlement
fund in exchange for releases of substantially all the plaintiffs' claims, subject to the Company's right to void the settlement under certain conditions.
On
October 12, 2017, the plaintiff committee and the Company determined that the condition of settlement related to minimum participation has been satisfied and are moving forward
with implementation of the settlement. Funding of the settlement by the Company and its insurers is to be made on November 28, 2017. The Company believes that less than one percent (1%) of
cases involved in the litigation will require any further substantive litigation activity for final resolution and that all such cases are pending in the U.S. District Court for Massachusetts
(Boston); Los Angeles, California county court; or Birmingham, Alabama county court.
The
Company's affected insurers have agreed to fund $220,000 of the settlement fund, with a reservation of rights regarding certain coverage issues between and among the Company and its
insurers. The Company has accrued a net expense of $60,000 for consummation of the settlement, including legal fees and other anticipated costs.
61
Table of Contents
FRESENIUS MEDICAL CARE AG & Co. KGaA
Notes to Consolidated Financial Statements
(unaudited)
(in thousands, except share and per share data)
Following
entry of the agreement in principle, the Company's insurers in the AIG group and the Company each initiated litigation against the other, in New York and Massachusetts state
courts respectively, relating to the AIG group's coverage obligations under applicable policies. The affected carriers have confirmed that the coverage litigation does not impact their commitment to
fund $220,000 of the settlement with plaintiffs. In the coverage litigation, the AIG group seeks to reduce its obligation to less than $220,000 and to be indemnified by the Company for a portion of
its $220,000 outlay; the
Company seeks to confirm the AIG group's $220,000 funding obligation, to recover defense costs already incurred by the Company, and to compel the AIG group to honor defense and indemnification
obligations, if any, required for resolution of cases not participating in the settlement.
Certain
of the complaints in the GranuFlo®/NaturaLyte® litigation named combinations of FMC-AG & Co. KGaA, Management AG, Fresenius SE and Fresenius
Management SE as defendants, in addition to FMCH and its domestic United States affiliates. The agreement in principle provides for dismissals and releases of claims encompassing the European
defendants.
Four
institutional plaintiffs have filed complaints against FMCH or its affiliates under state deceptive practices statutes resting on certain background allegations common to the
GranuFlo®/NaturaLyte® personal injury litigation, but seeking as remedy the repayment of sums paid to FMCH attributable to the GranuFlo®/NaturaLyte®
products. These cases implicate different legal standards, theories of liability and forms of potential recovery from those in the personal injury litigation and their claims will not be extinguished
by the personal injury litigation settlement described above. The four plaintiffs are the Attorneys General for the States of Kentucky, Louisiana and Mississippi and the commercial insurance company
Blue Cross Blue Shield of Louisiana in its private capacity.
State of Mississippi ex rel. Hood, v. Fresenius Medical Care Holdings, Inc.,
No. 14-cv-152 (Chancery Court, DeSoto County);
State of Louisiana ex re. Caldwell and Louisiana Health Service & Indemnity Company v. Fresenius Medical Care
Airline
, 2016 Civ. 11035 (U.S.D.C. D. Mass.);
Commonwealth of Kentucky ex rel. Beshear v. Fresenius Medical Care Holdings, Inc. et
al
., No. 16-CI-00946 (Circuit Court, Franklin County).
In
August 2014, FMCH received a subpoena from the United States Attorney for the District of Maryland inquiring into FMCH's contractual arrangements with hospitals and physicians,
including contracts relating to the management of in-patient acute dialysis services. FMCH is cooperating in the investigation.
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 1
st
Circuit). The
State alleges that Liberty acted unlawfully by relying on incorrect and unauthorized billing guidance provided to Liberty by Xerox State Healthcare LLC, which acted as Hawaii's contracted
administrator for its Medicaid program reimbursement operations during the relevant period. The amount of the overpayment claimed by the State is approximately $8,000, but the State seeks civil
remedies, interest, fines, and penalties against Liberty and FMCH under the Hawaii False Claims Act substantially in excess of the overpayment. FMCH filed third-party claims for contribution and
indemnification against Xerox. The State's False Claims Act complaint was filed after Liberty initiated an administrative action challenging the State's recoupment of alleged overpayments from sums
currently owed to Liberty. The civil litigation and administrative action are proceeding in parallel.
62
Table of Contents
FRESENIUS MEDICAL CARE AG & Co. KGaA
Notes to Consolidated Financial Statements
(unaudited)
(in thousands, except share and per share data)
On
August 31 and November 25, 2015, respectively, FMCH received subpoenas under the False Claims Act from the United States Attorneys for the District of Colorado and the
Eastern District of New York inquiring into FMCH's participation in and management of dialysis facility joint ventures in which physicians are partners. On March 20, 2017, FMCH received a
subpoena in the Western District of Tennessee inquiring into certain of the operations of dialysis facility joint ventures with the University of Tennessee Medical Group, including joint ventures in
which FMCH's interests were divested to Satellite Dialysis in connection with FMCH's acquisition of Liberty Dialysis in 2012. FMCH is cooperating in these investigations.
On
October 6, 2015, the Office of Inspector General of the United States Department of Health and Human Services ("OIG") issued a subpoena under the False Claims Act to the
Company seeking information about utilization and invoicing by Fresenius Vascular Care, now known as Azura Vascular Care, facilities as a whole for a period beginning after the Company's acquisition
of American Access Care LLC in October 2011 ("AAC"). On August 24, 2017, an additional and more detailed subpoena on the same topics was issued by the United States Attorney for the
Eastern District of New York (Brooklyn), which has managed the Azura investigation from its outset. The Company is cooperating in the government's inquiry. Allegations against AAC arising in districts
in Connecticut, Florida and Rhode Island relating to utilization and invoicing were settled in 2015.
On
June 30, 2016, FMCH received a subpoena from the United States Attorney for the Northern District of Texas (Dallas) seeking information under the False Claims Act about the use
and management of pharmaceuticals including Velphoro® as well as FMCH's interactions with DaVita Healthcare Partners, Inc. The Company understands that the subpoena relates to an
investigation previously disclosed by DaVita and that the investigation encompasses DaVita, Amgen, and Sanofi. FMCH is cooperating in the investigation.
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., which FMCH acquired in October 2013. In the course of cooperating in the investigation and preparing to respond to the
subpoena, FMCH identified falsifications and misrepresentations in documents submitted by a Shiel salesperson that relate to the integrity of certain invoices submitted by Shiel for laboratory testing
for patients in long term care facilities. On February 21, 2017, FMCH terminated the employee and notified the United States Attorney of the termination and its circumstances. The terminated
employee's conduct may subject the Company to liability for overpayments and penalties under applicable laws.
On
September 28, 2017, the Company announced its agreement to sell to Quest Diagnostics certain Shiel operations that are the subject of this Brooklyn subpoena, including the
misconduct reported to the United States Attorney. Under the sale agreement, the Company retains responsibility for the Brooklyn investigation and its outcome. The Company continues to cooperate in
the ongoing investigation.
On
December 14, 2016, the Center for Medicare & Medicaid Services ("CMS"), which administers the federal Medicare program, published an Interim Final Rule ("IFR") titled
"Medicare Program; Conditions for Coverage for End-Stage Renal Disease Facilities-Third Party Payment." The IFR would have amended the Conditions for Coverage for dialysis providers, like FMCH and
would have effectively enabled insurers to reject premium payments made by or on behalf of patients who received grants for individual market coverage from the American Kidney Fund ("AKF" or "the
Fund"). The IFR could thus
63
Table of Contents
FRESENIUS MEDICAL CARE AG & Co. KGaA
Notes to Consolidated Financial Statements
(unaudited)
(in thousands, except share and per share data)
have
resulted in those patients losing individual insurance market coverage. The loss of coverage for these patients would have had a material and adverse impact on the operating results of FMCH.
On
January 25, 2017, a federal district court in Texas responsible for litigation initiated by a patient advocacy group and dialysis providers including FMCH preliminarily
enjoined CMS from implementing the IFR.
Dialysis Patient Citizens v. Burwel
l, 2017 Civ. 0016 (E.D. Texas, Sherman Div.). The preliminary injunction was
based on CMS' failure to follow appropriate notice-and-comment procedures in adopting the IFR. The injunction remains in place and the court retains jurisdiction over the dispute.
On
June 22, 2017, CMS requested a stay of proceedings in the litigation pending further rulemaking concerning the IFR. CMS stated, in support of its request, that it expects to
publish a Notice of Proposed Rulemaking in the Federal Register and otherwise pursue a notice-and-comment process. Plaintiffs in the litigation, including FMCH, consented to the stay, which was
granted by the court on June 27, 2017.
The
operation of charitable assistance programs like that of the AKF is also receiving increased attention by state insurance regulators. The result may be a regulatory framework that
differs from state to state. Even in the absence of the IFR or similar administrative actions, insurers are likely to continue efforts to thwart charitable premium assistance to our patients for
individual market plans and other insurance coverages. If successful, these efforts would have a material adverse impact on the Company's operating results.
On
January 3, 2017, the Company received a subpoena from the United States Attorney for the District of Massachusetts under the False Claims Act inquiring into the Company's
interactions and relationships with the AKF, including the Company's charitable contributions to the Fund and the Fund's financial assistance to patients for insurance premiums. FMCH is cooperating in
the investigation, which the Company understands to be part of a broader investigation into charitable contributions in the medical industry.
In
early May 2017, the United States Attorney for the Middle District of Tennessee (Nashville) issued identical subpoenas to FMCH and two subsidiaries under the False Claims Act
concerning the Company's retail pharmaceutical business. The investigation is exploring allegations of improper inducements to dialysis patients to fill oral prescriptions through FMCH's pharmacy
service and of improper billing for returned pharmacy products. FMCH is cooperating in the investigation.
In
2011, FMCH received a subpoena from the United States Attorney for the Eastern District of New York (Brooklyn) requesting information under the False Claims Act concerning an assay
manufactured by Bayer Diagnostics. Bayer Diagnostics was later acquired by Siemens. The assay is used to test for the serum content of parathyroid hormone (PTH). The assay has been widely used by FMCH
and others in the dialysis industry for assessment of bone mineral metabolism disorder, a common consequence of kidney failure. FMCH responded fully and cooperatively to the subpoena, but concluded
that it was not the focus or target of the US Attorney's investigation. On March 16, 2017, the US Attorney elected not to intervene on a sealed relator (whistleblower) complaint first filed in
January 2011 that underlay the investigation. After the US Attorney declined intervention, the United States District Court for the Eastern District unsealed the complaint and ordered the relator to
serve
and otherwise proceed on his own. On August 14, 2017, FMCH was dismissed with prejudice from the litigation on relator's motion. The litigation continued against other defendants
Patriarca v. Bayer Diagnostics n/k/a
Siemens et alia,
2011 Civ. 00181 (E.D.N.Y.).
64
Table of Contents
FRESENIUS MEDICAL CARE AG & Co. KGaA
Notes to Consolidated Financial Statements
(unaudited)
(in thousands, except share and per share data)
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 healthcare providers, insurance plans and suppliers, conducts its operations under intense government regulation and scrutiny. It 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 U.S. Food and Drug Administration ("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 is currently engaged in remediation efforts with respect to one
pending FDA warning letter. 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 protected health information ("PHI") 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 decentralized 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 ("HIPAA") Privacy Rule when there has been impermissible use, access, or disclosure of unsecured PHI, a breach under the HIPAA Security Rule 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 state and federal 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.
65
Table of Contents
FRESENIUS MEDICAL CARE AG & Co. KGaA
Notes to Consolidated Financial Statements
(unaudited)
(in thousands, except share and per share data)
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, HIPAA, 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 healthcare industry are also subject to a large number of lawsuits alleging professional negligence, malpractice, product liability,
worker's compensation or related claims, many of which involve large claims and significant defense costs. The Company has been and is currently subject to these suits due to the nature of its
business and expects that those types of lawsuits may continue. Although the Company maintains insurance at a level which it believes to be prudent, it cannot assure that the coverage limits will be
adequate or that insurance will cover all asserted claims. A successful claim against the Company or any of its subsidiaries in excess of insurance coverage could have a material adverse effect upon
it and the results of its operations. Any claims, regardless of their merit or eventual outcome, could have a material adverse effect on the Company's reputation and business.
The
Company has also had claims asserted against it and has had lawsuits filed against it relating to alleged patent infringements or businesses that it has acquired or divested. These
claims and suits relate both to operation of the businesses and to the acquisition and divestiture transactions. The Company has, when appropriate, asserted its own claims, and claims for
indemnification. A successful claim against the Company or any of its subsidiaries could have a material adverse effect upon its business, financial condition, and the results of its operations. Any
claims, regardless of their merit or eventual outcome, could have a material adverse effect on the Company's reputation and business.
The
Company is also subject to ongoing and future tax audits in the U.S., Germany and other jurisdictions. With respect to other potential adjustments and disallowances of tax matters
currently under review, the Company does not anticipate that an unfavorable ruling could have a material impact on its results of operations. The Company is not currently able to determine the timing
of these potential additional tax payments.
Other
than those individual contingent liabilities mentioned above, the current estimated amount of the Company's other known individual contingent liabilities is immaterial.
13. Financial Instruments
The Company applies IFRS 7 (Financial Instruments: Disclosures). Thereby the following categories according to IAS 39 (Financial Instruments: Recognition and Measurement)
are relevant: financial assets at fair value through profit or loss, loans and receivables, financial liabilities at fair value through profit or loss as well as financial liabilities recognized at
amortized cost and available for sale financial assets.
66
Table of Contents
FRESENIUS MEDICAL CARE AG & Co. KGaA
Notes to Consolidated Financial Statements
(unaudited)
(in thousands, except share and per share data)
The following table demonstrates the combination between categories and classes as well as the classes allocated to the balance sheet items:
(1) Excluding capital lease obligations
(2) Exclusively capital lease obligations
67
Table of Contents
FRESENIUS MEDICAL CARE AG & Co. KGaA
Notes to Consolidated Financial Statements
(unaudited)
(in thousands, except share and per share data)
Valuation of Financial Instruments
The carrying amounts of financial instruments at September 30, 2017 and December 31, 2016, classified into categories according to
IAS 39, can be seen in the following table.
|
|
|
|
|
|
|
|
Carrying Amount of Financial Instrument Categories
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in € thousands
|
|
|
|
|
|
|
|
|
|
|
September 30,
2017
|
|
|
December 31,
2016
|
|
|
|
|
|
|
|
|
|
Loans and Receivables
|
|
|
3,547,069
|
|
|
3,835,800
|
|
Financial Liabilities recognized at amortized cost
|
|
|
(9,541,263
|
)
|
|
(10,210,287
|
)
|
Financial Assets at fair value through profit or loss
|
|
|
105,413
|
|
|
132,406
|
|
Financial Liabilities at fair value through profit or loss
|
|
|
(304,523
|
)
|
|
(339,701
|
)
|
Available for sale financial assets
(1)
|
|
|
242,815
|
|
|
256,437
|
|
Not assigned to a category
|
|
|
7,846
|
|
|
(194,176
|
)
|
(1) The impact on the Consolidated Statements of Income and the Consolidated Statements of Shareholders' Equity is not
material.
The
following table presents the carrying amounts and fair values of the Company's financial instruments at September 30, 2017 and December 31, 2016.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying Amount and Fair Value of Financial Instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in € thousands
|
|
|
|
|
September 30, 2017
|
|
|
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying
amount
|
|
|
Fair
Value
|
|
|
Carrying
amount
|
|
|
Fair
Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-derivative Financial Instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
729,240
|
|
|
729,240
|
|
|
708,882
|
|
|
708,882
|
|
Assets recognized at carrying amount
(1)
|
|
|
3,692,065
|
|
|
3,692,065
|
|
|
3,987,806
|
|
|
3,987,806
|
|
Assets recognized at fair value
|
|
|
242,815
|
|
|
242,815
|
|
|
256,437
|
|
|
256,437
|
|
Liabilities recognized at carrying amount
(2)
|
|
|
(9,580,034
|
)
|
|
(10,028,403
|
)
|
|
(10,254,062
|
)
|
|
(10,754,495
|
)
|
Liabilities recognized at fair value
|
|
|
(211,213
|
)
|
|
(211,213
|
)
|
|
(223,504
|
)
|
|
(223,504
|
)
|
Noncontrolling interests subject to put provisions
|
|
|
(827,606
|
)
|
|
(827,606
|
)
|
|
(1,007,733
|
)
|
|
(1,007,733
|
)
|
Derivative Financial Instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives not designated as hedging instruments
|
|
|
12,103
|
|
|
12,103
|
|
|
16,209
|
|
|
16,209
|
|
Derivatives designated as hedging instruments
|
|
|
(13
|
)
|
|
(13
|
)
|
|
(3,556
|
)
|
|
(3,556
|
)
|
(1) Not included are "Other current and non-current assets" that do not qualify as financial instruments
(September 30, 2017: €926,213 and December 31, 2016: €850,630).
(2) Not included are "Current and non-current provisions and other current and non-current liabilities" that do not
qualify as financial instruments (September 30, 2017: €1,461,079 and December 31, 2016: €1,429,344).
68
Table of Contents
FRESENIUS MEDICAL CARE AG & Co. KGaA
Notes to Consolidated Financial Statements
(unaudited)
(in thousands, except share and per share data)
Non-derivative Financial Instruments
The significant methods and assumptions used in estimating the fair values of non-derivative financial instruments are as follows:
Cash
and cash equivalents are stated at nominal value which equals the fair value.
Short-term
financial instruments such as trade accounts receivable, accounts receivable from related parties, accounts payable, accounts payable to related parties and short-term debt as
well as certain other financial instruments are valued at their carrying amounts, which are reasonable estimates of the fair value due to the relatively short period to maturity of these instruments.
The
fair value of available for sale financial assets quoted in an active market is based on price quotations at the period-end date (Level 1).
Long-term
debt is recognized at its carrying amount. The fair values of major long-term debt are calculated on the basis of market information (Level 2). 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 (Level 3). The Company assesses the likelihood and timing of achieving the relevant objectives. The
underlying assumptions are reviewed regularly.
Noncontrolling
interests subject to put provisions are recognized at their 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 (Level 3). Additionally, there are put provisions that are valued by an
external valuation firm. The external valuation estimates the fair values using a combination of discounted cash flows and a multiple of earnings and/or revenue (Level 3). When applicable, the
obligations 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 the
noncontrolling interests subject to these put provisions can also fluctuate, and the discounted cash flows as well as the implicit multiple of earnings and/or revenue at which these noncontrolling
interest obligations may ultimately be settled could vary significantly from the Company's current estimates depending upon market conditions.
69
Table of Contents
FRESENIUS MEDICAL CARE AG & Co. KGaA
Notes to Consolidated Financial Statements
(unaudited)
(in thousands, except share and per share data)
Following
is a roll forward of noncontrolling interests subject to put provisions at September 30, 2017 and December 31, 2016.
|
|
|
|
|
|
|
|
Noncontrolling interests subject to put provisions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in € thousands
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
|
2016
|
|
|
|
|
|
|
|
|
|
Beginning balance at January 1,
|
|
|
1,007,733
|
|
|
791,075
|
|
Contributions to noncontrolling interests
|
|
|
(123,461
|
)
|
|
(169,260
|
)
|
Purchase of noncontrolling interests
|
|
|
(111,959
|
)
|
|
(1,785
|
)
|
Sale of noncontrolling interests
|
|
|
63,098
|
|
|
53,919
|
|
Contributions from noncontrolling interests
|
|
|
11,684
|
|
|
29,144
|
|
Expiration of put provisions and other reclassifications
|
|
|
(6,180
|
)
|
|
(8,814
|
)
|
Changes in fair value of noncontrolling interests
|
|
|
(31,456
|
)
|
|
115,627
|
|
Net income
|
|
|
115,159
|
|
|
164,515
|
|
Foreign Currency Translation
|
|
|
(97,012
|
)
|
|
33,312
|
|
|
|
|
|
|
|
|
|
Ending balance as of September 30, 2017 and December 31, 2016
|
|
|
827,606
|
|
|
1,007,733
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Credit
risk resulting from a decrease in the value of the Company's financing receivables and allowances on credit losses of financing receivables are immaterial.
Derivative Financial Instruments
Market Risk
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 as authorized by the Company's General Partner. On a quarterly basis, the Company performs an assessment of its counterparty
credit risk. The Company currently considers this risk to be low. The Company's policy, which has been consistently followed, is that financial derivatives be used only for the purpose of hedging
foreign currency and interest rate exposure.
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 Company established guidelines for risk assessment procedures and controls for the use of financial instruments. They include a clear
segregation of duties with regard to execution on one side and administration, accounting and controlling on the other.
To
reduce the credit risk arising from derivatives the Company entered into Master Netting Agreements with banks. Through such agreements, positive and negative fair values of the
derivative contracts could be offset against one another if a partner becomes insolvent. This offsetting is valid for transactions where the aggregate amount of obligations owed to and receivable from
are not equal. If insolvency occurs, the party which owes the larger amount is obliged to pay the other party the difference between the amounts owed in the form of one net payment.
70
Table of Contents
FRESENIUS MEDICAL CARE AG & Co. KGaA
Notes to Consolidated Financial Statements
(unaudited)
(in thousands, except share and per share data)
These master netting agreements do not provide a basis for offsetting the fair values of derivative financial instruments in the statement of financial position
as the offsetting criteria under IFRS are not satisfied.
At
September 30, 2017 and December 31, 2016, the Company had €19,176 and €24,312 of derivative financial assets subject to netting
arrangements and €7,284 and €26,751 of derivative financial liabilities subject to netting arrangements. Offsetting these derivative financial instruments would have
resulted in net assets of €13,099 and €13,673 as well as net liabilities of €1,207 and €16,112 at September 30, 2017 and
December 31, 2016, respectively.
In
connection with the issuance of the Convertible Bonds in September 2014, the Company purchased share options. Any change in the Company's share price above the conversion price would
be offset by a corresponding value change in the share options.
Foreign Exchange Risk Management
The Company conducts business on a global basis in various currencies, though a majority of its operations are in Germany and the United States.
For financial reporting purposes in accordance with Section 315e of the German Commercial Code ("HGB") the Company has chosen the euro as its reporting currency. Therefore, changes in the rate
of exchange between the euro and the local currencies in which the financial statements of the Company's international operations are maintained, affect its results of operations and financial
position as reported in its Consolidated Financial Statements.
Additionally,
individual subsidiaries are exposed to transactional risks mainly resulting from intercompany purchases between production sites and other subsidiaries with different
functional currencies. This exposes the subsidiaries to fluctuations in the rate of exchange between the invoicing currencies and the currency in which their local operations are conducted. For the
purpose of hedging existing and foreseeable foreign exchange transaction exposures the Company enters into foreign exchange forward contracts and, on a small scale, foreign exchange options. At
September 30, 2017 and December 31, 2016, the Company had no foreign exchange options.
Changes
in the fair value of the effective portion of foreign exchange forward contracts designated and qualifying as cash flow hedges of forecasted product purchases and sales are
reported in Accumulated Other Comprehensive Income ("AOCI"). Additionally, in connection with intercompany loans in foreign currency, the Company uses foreign exchange swaps to assure that no foreign
exchange risks arise from those loans, which, if they qualify for cash flow hedge accounting, are also reported in AOCI. These amounts recorded in AOCI are subsequently reclassified into earnings as a
component of cost of revenue for those contracts that hedge product purchases and sales or as an adjustment of interest income/expense for those contracts that hedge loans, in the same period in which
the hedged transaction affects earnings. The notional amounts of foreign exchange contracts in place that are designated and qualify as cash flow hedges totalled €117,255 and
€103,358 at September 30, 2017 and December 31, 2016, respectively.
The
Company also enters into derivative contracts for forecasted product purchases and sales and for intercompany loans in foreign currencies which do not qualify for hedge accounting
but are utilized for economic hedges as defined above. In these two cases, the change in value of the economic hedge is recorded in the income statement and usually offsets the change in value
recorded in the income statement for the underlying asset or liability. The notional amounts of economic hedges that do not qualify for
71
Table of Contents
FRESENIUS MEDICAL CARE AG & Co. KGaA
Notes to Consolidated Financial Statements
(unaudited)
(in thousands, except share and per share data)
hedge
accounting totalled €638,137 and €1,407,611 at September 30, 2017 and December 31, 2016, respectively.
Interest Rate Risk Management
The Company enters into derivatives, particularly interest rate swaps and, to a certain extent, interest rate options to protect against the
risk of rising interest rates. These interest rate derivatives are designated as cash flow hedges and have been entered into in order to effectively convert payments based on variable interest rates
into payments at a fixed interest rate. The euro-denominated interest rate swaps expire in 2019 and have a weighted average interest rate of 0.32%. Interest payable and receivable under the swap
agreements is accrued and recorded as an adjustment to interest expense.
The
effective portion of gains and losses of derivatives designated as cash flow hedges is deferred in AOCI; the amount of gains and losses reclassified from AOCI are recorded in
interest income and interest expenses.
At
September 30, 2017 and December 31, 2016, the notional amount of the euro-denominated interest rate swaps in place was €234,000 and
€252,000.
In
addition, the Company also enters into interest rate hedges ("pre-hedges") in anticipation of future long-term debt issuance. These pre-hedges are used to hedge interest rate
exposures with regard to interest rates which are relevant for the future long-term debt issuance and which could rise until the respective debt is actually issued. These pre-hedges were settled at
the issuance date of the corresponding long-term debt with the settlement amount recorded in AOCI amortized to interest expense over the life of the debt. At September 30, 2017 and
December 31, 2016, the Company had €21,444 and €35,814, respectively, related to settlements of pre-hedges deferred in AOCI, net of tax.
72
Table of Contents
FRESENIUS MEDICAL CARE AG & Co. KGaA
Notes to Consolidated Financial Statements
(unaudited)
(in thousands, except share and per share data)
Derivative Financial Instruments Valuation
The following table shows the carrying amounts of the Company's derivatives at September 30, 2017 and December 31, 2016.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative Financial Instrument Valuation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in € thousands
|
|
|
|
|
September 30, 2017
|
|
|
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets
(2)
|
|
|
Liabilities
(2)
|
|
|
Assets
(2)
|
|
|
Liabilities
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives in cash flow hedging relationships
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange contracts
|
|
|
1,539
|
|
|
(376
|
)
|
|
2,018
|
|
|
(4,101
|
)
|
Non-current
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange contracts
|
|
|
11
|
|
|
(58
|
)
|
|
17
|
|
|
(76
|
)
|
Interest rate contracts
|
|
|
-
|
|
|
(1,129
|
)
|
|
-
|
|
|
(1,414
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
1,550
|
|
|
(1,563
|
)
|
|
2,035
|
|
|
(5,591
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives not designated as hedging instruments
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange contracts
|
|
|
17,824
|
|
|
(5,721
|
)
|
|
37,743
|
|
|
(21,415
|
)
|
Non-current
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange contracts
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(119
|
)
|
Derivatives embedded in the Convertible Bonds
|
|
|
-
|
|
|
(87,589
|
)
|
|
-
|
|
|
(94,663
|
)
|
Share options to secure the Convertible Bonds
|
|
|
87,589
|
|
|
-
|
|
|
94,663
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
105,413
|
|
|
(93,310
|
)
|
|
132,406
|
|
|
(116,197
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) At September 30, 2017 and December 31, 2016, the valuation of the Company's derivatives was determined
using Significant Other Observable Inputs (Level 2).
(2) Derivative instruments are marked to market each reporting period resulting in carrying amounts being equal to fair
values at the reporting date.
The
carrying amounts for the current portion of derivatives indicated as assets in the table above are included in Other current assets in the Consolidated Balance Sheets while the
current portion of those indicated as liabilities are included in Current provisions and other current liabilities. The non-current
portions indicated as assets or liabilities are included in the Consolidated Balance Sheets in Other non-current assets or Non-current provisions and other non-current liabilities, respectively.
The
significant methods and assumptions used in estimating the fair values of derivative financial instruments are as follows:
The
fair value of interest rate swaps is calculated by discounting the future cash flows on the basis of the market interest rates applicable for the remaining term of the contract as of
the balance sheet date. To
73
Table of Contents
FRESENIUS MEDICAL CARE AG & Co. KGaA
Notes to Consolidated Financial Statements
(unaudited)
(in thousands, except share and per share data)
determine
the fair value of foreign exchange forward contracts, the contracted forward rate is compared to the current forward rate for the remaining term of the contract as of the balance sheet date.
The result is then discounted on the basis of the market interest rates prevailing at the balance sheet date for the applicable currency. The fair value of the embedded derivative of the convertible
bonds is calculated using the difference between the market value of the convertible bond and the market value of an adequate straight bond discounted with the market interest rates as of the
reporting date.
The
Company's own credit risk is incorporated in the fair value estimation of derivatives that are liabilities. Counterparty credit risk adjustments are factored into the valuation of
derivatives that are assets. The Company monitors and analyses the credit risk from derivative financial instruments on a regular basis. For the valuation of derivative financial instruments, the
credit risk is considered in the fair value of every individual instrument. The default probability is based upon the credit default swap spreads of each counterparty appropriate for the duration. The
calculation of the credit risk considered in the valuation is performed by multiplying the default probability appropriate for the duration with the expected discounted cash flows of the derivative
financial instrument.
The Effect of Derivatives on the Consolidated Financial Statements
The following table shows the effect of derivatives on the Consolidated Financial Statements:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Effect of Derivatives on the Consolidated Financial Statements
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Location of (Gain)
|
|
|
|
|
|
|
|
in € thousands
|
|
|
Amount of Gain (Loss) recognized in AOCI
|
|
Loss reclassified from
|
|
|
Amount of (Gain) Loss reclassified from
|
|
Derivatives in Cash
|
|
|
on Derivatives (Effective Portion) for the
|
|
AOCI in Income
|
|
|
AOCI in Income (Effective Portion) for
|
|
Flow
|
|
|
nine months ended September 30,
|
|
(Effective Portion)
|
|
|
the nine months ended September 30,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hedging Relationships
|
|
|
2017
|
|
|
2016
|
|
|
|
|
2017
|
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate contracts
|
|
|
(311
|
)
|
|
717
|
|
Interest income/expense
|
|
|
20,745
|
|
|
16,647
|
|
Foreign exchange contracts
|
|
|
4,577
|
|
|
1,249
|
|
Costs of Revenue
|
|
|
(1,999
|
)
|
|
(347
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,266
|
|
|
1,966
|
|
|
|
|
18,746
|
|
|
16,300
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of (Gain) Loss recognized in Income on
Derivatives for the nine months ended
September 30,
|
|
Derivatives not
designated
as Hedging Instruments
|
|
Location of (Gain) Loss
recognized in Income on
Derivatives
|
|
|
2017
|
|
2016
|
|
Foreign exchange contracts
|
|
Selling, general and administrative expense
|
|
|
(7,536
|
)
|
|
24,714
|
|
Foreign exchange contracts
|
|
Interest income/expense
|
|
|
7,351
|
|
|
3,111
|
|
Derivatives embedded in the Convertible Bonds
|
|
Interest income/expense
|
|
|
(7,074
|
)
|
|
(11,867
|
)
|
Share options to secure the Convertible Bonds
|
|
Interest income/expense
|
|
|
7,074
|
|
|
11,867
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(185
|
)
|
|
27,825
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At
September 30, 2017, the Company had foreign exchange derivatives with maturities of up to 17 months and interest rate swaps with maturities of up to 25 months.
74
Table of Contents
FRESENIUS MEDICAL CARE AG & Co. KGaA
Notes to Consolidated Financial Statements
(unaudited)
(in thousands, except share and per share data)
14. Segment and Corporate Information
The Company's operating 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 ESRD 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 IFRS measures are revenue, operating income and operating income margin. The Company does not include income taxes as it believes this is 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, because the Company believes that these
costs are also not within the control of the individual segments. Production of products, production asset management, quality management and procurement related to production are centrally managed at
Corporate. The Company's global research and development is also centrally managed at Corporate. These Corporate activities do not fulfill the definition of a segment according to IFRS 8.
Products are transferred to the segments 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. 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.
75
Table of Contents
FRESENIUS MEDICAL CARE AG & Co. KGaA
Notes to Consolidated Financial Statements
(unaudited)
(in thousands, except share and per share data)
Information
pertaining to the Company's segment and Corporate activities for the three and nine months ended September 30, 2017 and 2016 is set forth below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment and Corporate Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in € thousands
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North
America
Segment
|
|
|
EMEA
Segment
|
|
|
Asia-
Pacific
Segment
|
|
|
Latin
America
Segment
|
|
|
Segment
Total
|
|
|
Corporate
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue external customers
|
|
|
3,115,071
|
|
|
632,097
|
|
|
410,714
|
|
|
174,723
|
|
|
4,332,605
|
|
|
3,097
|
|
|
4,335,702
|
|
Inter - segment revenue
|
|
|
293
|
|
|
2
|
|
|
223
|
|
|
118
|
|
|
636
|
|
|
(636
|
)
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
|
3,115,364
|
|
|
632,099
|
|
|
410,937
|
|
|
174,841
|
|
|
4,333,241
|
|
|
2,461
|
|
|
4,335,702
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
482,687
|
|
|
106,185
|
|
|
77,096
|
|
|
17,814
|
|
|
683,782
|
|
|
(75,201
|
)
|
|
608,581
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(86,113
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings before taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
522,468
|
|
Depreciation and amortization
|
|
|
(94,370
|
)
|
|
(29,252
|
)
|
|
(11,235
|
)
|
|
(4,234
|
)
|
|
(139,091
|
)
|
|
(38,692
|
)
|
|
(177,783
|
)
|
Income (loss) from equity method investees
|
|
|
15,886
|
|
|
(2,876
|
)
|
|
8
|
|
|
260
|
|
|
13,278
|
|
|
-
|
|
|
13,278
|
|
Capital expenditures, acquisitions and investments
|
|
|
170,037
|
|
|
47,109
|
|
|
13,334
|
|
|
9,197
|
|
|
239,677
|
|
|
65,079
|
|
|
304,756
|
|
Three months ended September 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue external customers
|
|
|
3,049,431
|
|
|
604,712
|
|
|
382,563
|
|
|
171,637
|
|
|
4,208,343
|
|
|
3,260
|
|
|
4,211,603
|
|
Inter - segment revenue
|
|
|
795
|
|
|
-
|
|
|
7
|
|
|
45
|
|
|
847
|
|
|
(847
|
)
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
|
3,050,226
|
|
|
604,712
|
|
|
382,570
|
|
|
171,682
|
|
|
4,209,190
|
|
|
2,413
|
|
|
4,211,603
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
489,586
|
|
|
112,354
|
|
|
76,180
|
|
|
17,859
|
|
|
695,979
|
|
|
(85,281
|
)
|
|
610,698
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(89,558
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings before taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
521,140
|
|
Depreciation and amortization
|
|
|
(97,118
|
)
|
|
(27,433
|
)
|
|
(11,121
|
)
|
|
(4,176
|
)
|
|
(139,848
|
)
|
|
(36,228
|
)
|
|
(176,076
|
)
|
Income (loss) from equity method investees
|
|
|
23,433
|
|
|
1,074
|
|
|
1,042
|
|
|
452
|
|
|
26,001
|
|
|
-
|
|
|
26,001
|
|
Capital expenditures, acquisitions and investments
|
|
|
172,184
|
|
|
37,496
|
|
|
18,475
|
|
|
12,281
|
|
|
240,436
|
|
|
49,874
|
|
|
290,310
|
|
Nine months ended September 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue external customers
|
|
|
9,714,927
|
|
|
1,887,510
|
|
|
1,205,640
|
|
|
534,819
|
|
|
13,342,896
|
|
|
11,947
|
|
|
13,354,843
|
|
Inter - segment revenue
|
|
|
1,465
|
|
|
3
|
|
|
245
|
|
|
270
|
|
|
1,983
|
|
|
(1,983
|
)
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
|
9,716,392
|
|
|
1,887,513
|
|
|
1,205,885
|
|
|
535,089
|
|
|
13,344,879
|
|
|
9,964
|
|
|
13,354,843
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
1,478,038
|
|
|
333,328
|
|
|
237,163
|
|
|
44,679
|
|
|
2,093,208
|
|
|
(250,047
|
)
|
|
1,843,161
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(273,807
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings before taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,569,354
|
|
Depreciation and amortization
|
|
|
(300,088
|
)
|
|
(90,001
|
)
|
|
(34,768
|
)
|
|
(13,278
|
)
|
|
(438,135
|
)
|
|
(115,629
|
)
|
|
(553,764
|
)
|
Income (loss) from equity method investees
|
|
|
53,166
|
|
|
(3,826
|
)
|
|
1,178
|
|
|
584
|
|
|
51,102
|
|
|
-
|
|
|
51,102
|
|
Total assets
|
|
|
15,572,667
|
|
|
3,609,233
|
|
|
2,066,100
|
|
|
668,863
|
|
|
21,916,863
|
|
|
2,333,495
|
|
|
24,250,358
|
|
thereof investments in equity method investees
|
|
|
326,439
|
|
|
184,964
|
|
|
97,587
|
|
|
24,290
|
|
|
633,280
|
|
|
-
|
|
|
633,280
|
|
Capital expenditures, acquisitions and investments
(1)(2)
|
|
|
573,105
|
|
|
133,148
|
|
|
174,228
|
|
|
27,529
|
|
|
908,010
|
|
|
152,192
|
|
|
1,060,202
|
|
Nine months ended September 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue external customers
|
|
|
8,827,517
|
|
|
1,776,073
|
|
|
1,073,567
|
|
|
465,766
|
|
|
12,142,923
|
|
|
10,317
|
|
|
12,153,240
|
|
Inter - segment revenue
|
|
|
2,709
|
|
|
-
|
|
|
16
|
|
|
133
|
|
|
2,858
|
|
|
(2,858
|
)
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
|
8,830,226
|
|
|
1,776,073
|
|
|
1,073,583
|
|
|
465,899
|
|
|
12,145,781
|
|
|
7,459
|
|
|
12,153,240
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
1,347,816
|
|
|
354,060
|
|
|
202,269
|
|
|
41,995
|
|
|
1,946,140
|
|
|
(267,138
|
)
|
|
1,679,002
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(275,762
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings before taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,403,240
|
|
Depreciation and amortization
|
|
|
(284,603
|
)
|
|
(80,467
|
)
|
|
(32,169
|
)
|
|
(11,209
|
)
|
|
(408,448
|
)
|
|
(104,999
|
)
|
|
(513,447
|
)
|
Income (loss) from equity method investees
|
|
|
51,158
|
|
|
1,665
|
|
|
839
|
|
|
1,053
|
|
|
54,715
|
|
|
-
|
|
|
54,715
|
|
Total assets
|
|
|
16,087,336
|
|
|
3,272,763
|
|
|
1,747,920
|
|
|
673,484
|
|
|
21,781,503
|
|
|
2,052,958
|
|
|
23,834,461
|
|
thereof investments in equity method investees
|
|
|
277,501
|
|
|
191,551
|
|
|
95,946
|
|
|
24,752
|
|
|
589,750
|
|
|
-
|
|
|
589,750
|
|
Capital expenditures, acquisitions and investments
(3)
|
|
|
664,647
|
|
|
130,488
|
|
|
34,476
|
|
|
26,456
|
|
|
856,067
|
|
|
160,426
|
|
|
1,016,493
|
|
(1) North America, EMEA, Asia-Pacific, Latin America acquisitions exclude €8,167, €4,441,
€107,195 and €27 respectively of non-cash acquisitions for 2017.
(2) Acquisitions of the last twelve months decreased consolidated earnings in the amount of €1,285.
(3) North America, EMEA, Latin America and Asia-Pacific acquisitions exclude €8,180,
€82,255, €4,479 and €4,354 respectively of non-cash acquisitions for 2016.
76
Table of Contents
FRESENIUS MEDICAL CARE AG & Co. KGaA
Notes to Consolidated Financial Statements
(unaudited)
(in thousands, except share and per share data)
15. Supplementary Cash Flow Information
The following additional information is provided with respect to the Consolidated Statements of Cash Flows:
|
|
|
|
|
|
|
|
Supplementary Cash Flow Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in € thousands
|
|
|
|
|
|
|
|
|
|
|
For the nine months
ended September 30,
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
|
2016
|
|
|
|
|
|
|
|
|
|
Details for acquisitions:
|
|
|
|
|
|
|
|
Assets acquired
|
|
|
(625,394
|
)
|
|
(416,700
|
)
|
Liabilities assumed
|
|
|
134,074
|
|
|
60,364
|
|
Noncontrolling interest subject to put provisions
|
|
|
61,738
|
|
|
39,327
|
|
Noncontrolling interest
|
|
|
11,424
|
|
|
13,545
|
|
Non-cash consideration
|
|
|
14,175
|
|
|
71,665
|
|
|
|
|
|
|
|
|
|
Cash paid
|
|
|
(403,983
|
)
|
|
(231,799
|
)
|
Less cash acquired
|
|
|
8,572
|
|
|
13,776
|
|
|
|
|
|
|
|
|
|
Net cash paid for acquisitions
|
|
|
(395,411
|
)
|
|
(218,023
|
)
|
Cash paid for investments
|
|
|
(16,780
|
)
|
|
(119,910
|
)
|
Cash paid for intangible assets
|
|
|
(15,681
|
)
|
|
(8,750
|
)
|
|
|
|
|
|
|
|
|
Total cash paid for acquisitions and investments, net of cash acquired, and purchases of intangible assets
|
|
|
(427,872
|
)
|
|
(346,683
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16. Events Occurring after the Balance Sheet Date
No further significant activities have taken place subsequent to the balance sheet date September 30, 2017 that have a material impact on the key figures and earnings presented.
Currently, there are no other significant changes in the Company's structure, management, legal form or personnel.
77
Table of Contents
Quantitative and Qualitative Disclosures About Market Risk
As of January 1, 2017, the Company migrated to reporting in accordance with International Financial Reporting Standards ("IFRS") as
adopted by the International Accounting Standards Board ("IASB"). See Note 1, "The Company and Basis of Presentation Basis of Presentation." During the period ended
September 30, 2017, no material changes occurred to the information presented in Note 23 "Financial Instruments" of the Notes to the Company's Consolidated Financial Statements prepared
in accordance with IFRS, as adopted in the European Union, for the year ended December 31, 2016. These financial statements are available on the Company's website.
78
Table of Contents
Controls and Procedures
The Company is a "foreign private issuer" within the meaning of Rule 3b-4(c) under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). As such, the Company is not required to file quarterly reports with the Securities and Exchange Commission and is required to provide an evaluation of the effectiveness of its
disclosure controls and procedures, to disclose significant changes in its internal control over financial reporting, and to provide certifications of its Chief Executive Officer and Chief Financial
Officer under Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 only in its Annual Report on Form 20-F. The Company furnishes quarterly financial information to the Securities and
Exchange Commission (the "Commission") and such certifications under cover of Form 6-K on a voluntary basis and pursuant to the provisions of the Company's pooling agreement entered into for
the benefit of the public holders of our shares. In connection with such voluntary reporting, the Company's management, including the Chief Executive Officer and the Chief Financial Officer of the
Company's General Partner, has conducted an evaluation of the effectiveness of the Company's disclosure controls and procedures as of the end of the period covered by this report, of the type
contemplated by Securities Exchange Act Rule 13a-15. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded in connection with the furnishing of this
report, that the Company's disclosure controls and procedures are designed to ensure that the information the Company is required to disclose in the reports filed or furnished under the Act is
recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms and are effective to ensure that the information the Company is required to disclose
in its reports is accumulated and communicated to the General Partner's Management Board, including the General Partner's Chief Executive Officer and the Chief Financial Officer, as appropriate to
allow timely decisions regarding required disclosure. During the past fiscal quarter, there have been no significant changes in internal controls, or in factors that could significantly affect
internal controls.
During
the three-month period ended September 30, 2017, the Company substantially concluded its investigations into allegations of conduct outside the U.S. that may violate the
U.S. Foreign Corrupt Practices Act or other anti-bribery laws and has entered into discussions toward a possible resolution with U.S. government agencies. For information with respect to compliance
investigations, see Note 12 of the Notes to the Consolidated Financial Statements (unaudited), "Commitments and Contingencies" presented elsewhere in this Report. The Company continues to
implement enhancements to its anti-corruption compliance program, including internal controls related to compliance with international anti-bribery laws.
79
Table of Contents
OTHER INFORMATION
Legal and Regulatory Matters
The information in Note 12 of the Notes to Consolidated Financial Statements (Unaudited), "Commitments and Contingencies" presented
elsewhere in this report is incorporated by this reference.
80
Table of Contents
Exhibits
|
|
|
Exhibit No.
|
|
|
|
|
|
2.34
|
|
Amendment No. 2 dated July 11, 2017 to the 2012 Credit Agreement (filed herewith)
|
2.35
|
|
Agreement and Plan of Merger, dated as of August 7, 2017, by and among Fresenius Medical Care Holdings, Inc., Broadway Renal Services, Inc., and NxStage Medical, Inc. ("NxStage") (incorporated by reference to Exhibit 2.21 to
NxStage's Current Report on Form 8-K dated August 5, 2017, filed August 7, 2017).*
|
31.1
|
|
Certification of Chief Executive Officer and Chairman of the Management Board of the Company's General Partner Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2
|
|
Certification of Chief Financial Officer and member of the Management Board of the Company's General Partner Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1
|
|
Certification of Chief Executive Officer and Chairman of the Management Board of the Company's General Partner and Chief Financial Officer and member of the Management Board of the Company's General Partner Pursuant to 18 U.S.C. Section 1350,
as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (this exhibit accompanies this report as required by the Sarbanes-Oxley Act of 2002 and is not to be deemed "filed" for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended).
|
* The schedules to the Merger Agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. Copies of such schedules
will be furnished to the SEC upon its request; provided, however, that confidential treatment may be requested pursuant to Rule 24b-2 of the Exchange Act for any schedule so furnished.
81
Table of Contents