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DaVita HealthCare Partners Inc. 4th Quarter 2012 Results

We will be holding a conference call to discuss our results for the fourth quarter ended December 31, 2012 on February 14, 2013 at 12:30 p.m. Eastern Time. The dial in number is (800) 399-4406. A replay of the conference call will be available on DaVita’s official web page, www.davita.com, for the following 30 days.

This release contains forward-looking statements, within the meaning of the federal securities laws, including statements related to our guidance and expectations for our 2013 operating income, our 2013 operating cash flows and our 2013 effective tax rate attributable to DaVita HealthCare Partners Inc. Factors that could impact future results include the uncertainties associated with the risk factors set forth in our SEC filings, including our annual report on Form 10-K for the year ended December 31, 2011, and our subsequent quarterly and annual reports and our current reports on Form 8-K. The forward-looking statements should be considered in light of these risks and uncertainties.

These risks and uncertainties include but are not limited to, and are qualified in their entirety by reference to the full text of those risk factors in our SEC filings relating to:

  • the concentration of profits generated by, the continued downward pressure on average realized payment rates from, and a reduction in the number of patients under higher-paying commercial payor plans, which may result in the loss of revenues or patients,
  • a reduction in government payment rates under the Medicare End Stage Renal Disease program or other government-based programs,
  • the impact of health care reform legislation that was enacted in the United States in March 2010,
  • changes in pharmaceutical or anemia management practice patterns, payment policies, or pharmaceutical pricing,
  • our continued compliance with complex government regulations, and current or potential investigations by various government entities and related government or private-party proceedings,
  • our ability to maintain contracts with physician medical directors, changing affiliation models for physicians, and the emergence of new models of care introduced by the government or private sector, that may erode our patient base and reimbursement rates,
  • our ability to complete any acquisitions, mergers or dispositions that we might be considering or announce, or to integrate and successfully operate any business we may acquire, or to expand our operations and services to markets outside the United States,
  • risks arising from the use of accounting estimates in our financial statements.
  • the risk that the cost of providing services under HCP’s agreements may exceed our compensation,
  • the risk that reductions in reimbursement rates and future regulations may negatively impact HCP’s revenue and profitability,
  • the risk that HCP may not be able to successfully establish a presence in new geographic regions, or successfully address competitive threats that could reduce its profitability, the risk that a disruption in HCP’s healthcare provider networks could have an adverse effect on HCP’s business operations and profitability,
  • the risk that reductions in the quality ratings of health maintenance organization plan customers of HCP could have an adverse effect on HCP’s business, or
  • the risk that health plans that acquire health maintenance organizations may not be willing to contract with HCP or may be willing to contract only on less favorable terms.

We base our forward-looking statements on information currently available to us at the time of this release, and we undertake no obligation to update or revise any forward-looking statements, whether as a result of changes in underlying factors, new information, future events or otherwise.

This release contains non-GAAP financial measures. For reconciliations of these non-GAAP financial measures to their most comparable measure calculated and presented in accordance with GAAP, see the attached reconciliation schedules. For the reasons stated in the reconciliation schedules, we believe our presentation of non-GAAP financial measures provides useful supplemental information for investors.

DAVITA HEALTHCARE PARTNERS INC.
CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
(dollars in thousands, except per share data)
 
    Three months ended December 31,     Year ended December 31,
2012   2011 2012  

2011

Patient service revenues $ 1,929,802 $ 1,715,818 $ 7,351,900 $ 6,470,540
Less: Provision for uncollectible accounts   (67,950 )   (51,714 )   (235,218 )   (190,234 )
Net patient service revenues 1,861,852 1,664,104 7,116,682 6,280,306
HCP capitated revenues 419,431 419,431
Other revenues   196,570     130,221     650,167     451,500  
Total net operating revenues   2,477,853     1,794,325     8,186,280     6,731,806  
Operating expenses and charges:
Patient care costs 1,702,763 1,201,387 5,578,853 4,633,620
General and administrative 278,469 192,019 894,575 684,715
Depreciation and amortization 109,278 72,387 341,969 264,225
Provision for uncollectible accounts 805 1,019 4,339 3,309
Equity investment income (8,063 ) (2,221 ) (16,377 ) (8,776 )
Legal settlement and related expenses   6,545       85,837    
Total operating expenses and charges   2,089,797     1,464,591     6,889,196     5,577,093  
Operating income 388,056 329,734 1,297,084 1,154,713
Debt expense (98,032 ) (61,750 ) (288,554 ) (241,090 )
Debt refinancing charges (8,901 ) (10,963 )
Other income   1,039     787     3,737     2,982  
Income from continuing operations before income taxes 282,162 268,771 1,001,304 916,605
Income tax expense   97,902     91,552     359,845     325,292  
Income from continuing operations 184,260 177,219 641,459 591,313
Discontinued operations:
Loss from operations of discontinued operations, net of tax (460 ) (19 ) (222 ) (13,162 )
Loss on disposal of discontinued operations, net of tax     (1,068 )     (4,756 )
Net income 183,800 176,132 641,237 573,395

Less: Net income attributable to noncontrolling interests

  (27,961 )   (28,009 )   (105,220 )   (95,394 )
Net income attributable to DaVita HealthCare Partners Inc. $ 155,839   $ 148,123   $ 536,017   $ 478,001  
Earnings per share:
Basic income from continuing operations per share attributable to DaVita HealthCare Partners Inc. $ 1.55   $ 1.60   $ 5.58   $ 5.25  
Basic net income per share attributable to DaVita HealthCare Partners Inc. $ 1.54   $ 1.59   $ 5.58   $ 5.05  
Diluted income from continuing operations per share attributable to DaVita HealthCare Partners Inc. $ 1.51   $ 1.57   $ 5.47   $ 5.14  
Diluted net income per share attributable to DaVita HealthCare Partners Inc. $ 1.51   $ 1.56   $ 5.47   $ 4.96  
Weighted average shares for earnings per share:
Basic   101,107,780     93,485,001     96,017,939     94,658,027  
Diluted   103,470,985     94,968,029     97,971,080     96,532,110  
Amounts attributable to DaVita HealthCare Partners Inc.:
Income from continuing operations $ 156,283 $ 149,235 $ 536,236 $ 496,182
Discontinued operations   (444 )   (1,112 )   (219 )   (18,181 )
Net income $ 155,839   $ 148,123   $ 536,017   $ 478,001  
 
 
DAVITA HEALTHCARE PARTNERS INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(dollars in thousands)
 
    Three months ended December 31,     Year ended December 31,
2012   2011 2012   2011
Net income $ 183,800   $ 176,132   $ 641,237   $ 573,395  
Other comprehensive (loss) income, net of tax:
Unrealized losses on interest rate swap and cap agreements:
 
Unrealized losses on interest rate swap and cap agreements (100 ) (1,210 ) (6,204 ) (29,049 )
Less: Reclassifications of net swap and cap agreements realized losses into net income 2,543 2,597 10,130 9,721
 
Unrealized gains (losses) on investments:
Unrealized gains (losses) on investments 155 (15 ) 1,541 (602 )
Less: Reclassification of net investment realized gains into net income (75 ) (57 )
 
Foreign currency translation adjustments   388       (1,205 )  
Other comprehensive income (loss)   2,986     1,372     4,187     (19,987 )
 
Total comprehensive income 186,786 177,504 645,424 553,408
Less: Comprehensive income attributable to the noncontrolling interests   (27,961 )   (28,009 )   (105,220 )   (95,394 )
Comprehensive income attributable to DaVita HealthCare Partners Inc. $ 158,825   $ 149,495   $ 540,204   $ 458,014  
 
 
DAVITA HEALTHCARE PARTNERS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(dollars in thousands)
 
   

Year ended December 31,

2012     2011
Cash flows from operating activities:
Net income $ 641,237 $ 573,395
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization 343,908 267,315
Stock-based compensation expense 45,384 48,718
Tax benefits from stock award exercises 88,964 38,199
Excess tax benefits from stock award exercises (62,036 ) (20,834 )
Deferred income taxes 43,765 53,438
Equity investment income, net 3,384 354
Other non-cash charges 30,390 20,329
Goodwill impairment charge 24,000
Changes in operating assets and liabilities, other than from acquisitions and divestitures:
Accounts receivable (63,673 ) (88,848 )
Inventories 4,052 10,270
Other receivables and other current assets 51,730 53,697
Other long-term assets (1,775 ) 2,039
Accounts payable 40,878 84,400
Accrued compensation and benefits 18,476 77,074
Other current liabilities 27,083 (51,979 )
Income taxes (129,948 ) 77,418
Other long-term liabilities   19,029     11,061  
Net cash provided by operating activities   1,100,848     1,180,046  
Cash flows from investing activities:
Additions of property and equipment, net (550,146 ) (400,156 )
Acquisitions (4,294,077 ) (1,077,442 )
Proceeds from asset sales 3,559 75,183
Purchase of investments available-for-sale (3,935 ) (5,971 )
Purchase of investments held-to-maturity (7,418 ) (37,628 )
Proceeds from sale of investments available-for-sale 7,211 1,149
Proceeds from maturities of investments held-to-maturity 14,530 47,695
Purchase of equity investments and other assets (2,182 ) (2,398 )
Distributions received on equity investments   8     340  
Net cash used in investing activities   (4,832,450 )   (1,399,228 )
Cash flows from financing activities:
Borrowings 43,248,175 36,395,105
Payments on long-term debt (39,286,027 ) (36,249,584 )
Interest rate cap premiums and other deferred financing costs (57,241 ) (17,861 )
Purchase of treasury stock (323,348 )
Distributions to noncontrolling interests (113,504 ) (100,653 )
Stock award exercises and other share issuances, net 6,647 11,316
Excess tax benefits from stock award exercises 62,036 20,834
Contributions from noncontrolling interests 37,395 21,010
Proceeds from sales of additional noncontrolling interests 1,664 9,687
Purchases from noncontrolling interests   (26,761 )   (13,689 )
Net cash used in financing activities 3,872,384 (247,183 )
Effect of exchange rate changes on cash and cash equivalents   (786 )  
Net increase (decrease) in cash and cash equivalents 139,996 (466,365 )
Cash and cash equivalents at beginning of year   393,752     860,117  
Cash and cash equivalents at end of year $ 533,748   $ 393,752  
 
 
DAVITA HEALTHCARE PARTNERS INC.
CONSOLIDATED BALANCE SHEETS
(unaudited)
(dollars in thousands, except per share data)
 
   

December 31, 2012

   

December 31, 2011

ASSETS
Cash and cash equivalents $ 533,748 $ 393,752
Short-term investments 7,138 17,399
Accounts receivable, less allowance of $245,122 and $250,343 1,437,303 1,195,163
Inventories 78,126 75,731
Other receivables 265,671 281,468
Other current assets 201,572 49,349
Income tax receivable 55,454
Deferred income taxes   324,282     280,382  
Total current assets 2,903,294 2,293,244
Property and equipment, net 1,872,370 1,432,651
Amortizable intangibles, net 2,127,778 159,491
Equity investments 35,150 27,325
Long-term investments 59,341 9,890
Other long-term assets 80,194 34,231
Goodwill   8,964,969     4,946,976  
$ 16,043,096   $ 8,903,808  
LIABILITIES AND EQUITY
Accounts payable $ 414,143 $ 289,653
Other liabilities 563,365 328,607
Accrued compensation and benefits 566,911 421,735
Medical payables 261,964
Current portion of long-term debt 227,791 87,345
Income tax payable     37,412  
Total current liabilities 2,034,174 1,164,752
Long-term debt 8,326,534 4,417,624
Other long-term liabilities 443,743 132,006
Alliance and product supply agreement, net 14,657 19,987
Deferred income taxes   715,248     423,098  
Total liabilities 11,534,356 6,157,467
Commitments and contingencies
Noncontrolling interests subject to put provisions 580,692 478,216
Equity:
Preferred stock ($0.001 par value, 5,000,000 shares authorized; none issued)
Common stock ($0.001 par value, 450,000,000 shares authorized; 134,862,283 shares issued; 105,498,575 and 93,641,363 shares outstanding) 135 135
Additional paid-in capital 1,208,800 596,300
Retained earnings 3,731,835 3,195,818
Treasury stock, at cost (29,363,708 and 41,220,920 shares) (1,162,336 ) (1,631,694 )
Accumulated other comprehensive loss   (15,297 )   (19,484 )
Total DaVita HealthCare Partners Inc. shareholders’ equity 3,763,137 2,141,075
Noncontrolling interests not subject to put provisions   164,911     127,050  
Total equity   3,928,048     2,268,125  
$ 16,043,096   $ 8,903,808  
 
 
DAVITA HEALTHCARE PARTNERS INC.
SUPPLEMENTAL FINANCIAL DATA
(unaudited)
(dollars in millions, except for per share and per treatment data)
 
    Three months ended    

Year ended December 31, 2012

December 31, 2012

   

September 30, 2012

   

December 31, 2011

1. Consolidated Financial Results:
Consolidated net revenues $ 2,478 $ 1,946 $ 1,794 $ 8,186
Operating income $ 388.1 $ 340.9 $ 329.7 $ 1,297.1
Operating income excluding transaction expenses associated with the acquisition of HCP and the legal settlement and related expenses (1) $ 407.6 $ 343.5 $ 329.7 $ 1,413.7
Operating income margin 15.7 % 17.5 % 18.4 % 15.8 %
Operating income margin excluding transaction expenses associated with the acquisition of HCP and the legal settlement and related expenses (1) 16.4 % 17.7 % 18.4 % 17.3 %
Net income attributable to DaVita HealthCare Partners Inc. $ 155.8 $ 144.7 $ 148.1 $ 536.0
Net income attributable to DaVita HealthCare Partners Inc. excluding transaction expenses associated with the acquisition of HCP, debt refinancing charges and legal settlement and related expenses, which are all net of related tax (1) $ 173.3 $ 147.5 $ 148.1 $ 612.4
Diluted net income per share attributable to DaVita HealthCare Partners Inc. $ 1.51 $ 1.50 $ 1.56 $ 5.47
Diluted net income per share attributable to DaVita HealthCare Partners Inc. excluding transaction expenses associated with the acquisition of HCP, debt refinancing charges and legal settlement and related expenses, which are all net of related tax (1) $ 1.68 $ 1.53 $ 1.56 $ 6.25
 
2. Consolidated Business Metrics:
Expenses
General and administrative expenses as a percent of consolidated net revenues (2) 11.2 % 10.2 % 10.7 % 10.9 %
Consolidated effective tax rate 34.7 % 36.4 % 34.1 % 35.9 %
Consolidated effective tax rate attributable to DaVita HealthCare Partners Inc. (1) 38.5 % 40.5 % 38.0 % 40.1 %
 
 
DAVITA HEALTHCARE PARTNERS INC.
SUPPLEMENTAL FINANCIAL DATA—continued
(unaudited)
(dollars in millions, except for per share and per treatment data)
       
Three months ended

Year ended December 31, 2012

December 31, 2012

   

September 30,

2012

   

December 31, 2011

 
3. Segment Financial Results: (dollar amounts rounded to nearest million)
Net revenues
Dialysis and related lab services patient service revenues $ 1,894 $ 1,842 $ 1,717 $ 7,317
Less: Provision for uncollectible accounts   (66 )   (60 )   (52 )   (234 )
Dialysis and related lab services net patient service revenues 1,828 1,782 1,665 7,083
Other revenues   3     3     3     12  
Total net dialysis and related lab services revenues   1,831     1,785     1,668     7,095  
HCP capitated revenues 419 419
Patient service revenues, less provision for uncollectible accounts of $2 34 34
Other revenue   24         24  
Total net HCP revenues   477         477  
Other – Ancillary services and strategic initiatives 173 163 129 625
Other – Ancillary services and strategic initiatives net patient service revenues (related to international dialysis operations and a vascular access clinic)   5     5     3     17  
Total net ancillary services and strategic initiatives revenues   178     168     132     642  
Total net segment revenues 2,486 1,953 1,800 8,214
Elimination of intersegment revenues   (8 )   (7 )   (6 )   (28 )
Total net consolidated revenues $ 2,478   $ 1,946   $ 1,794   $ 8,186  
Operating Income
Dialysis and related lab services operating income $ 362 $ 367 $ 356 $ 1,379
HCP operating income 67 67
Other – Ancillary services and strategic initiatives, including international dialysis operations operating losses   (15 )   (13 )   (14 )   (66 )
Total segment operating income 414 354 342 1,380
Reconciling items:
Corporate support and related stock-based compensation (13 ) (12 ) (12 ) (52 )
Transaction expenses   (13 )   (1 )     (31 )
Consolidated operating income $ 388   $ 341   $ 330   $ 1,297  
 
4. Dialysis and Related Lab Services Business Metrics:
Volume
Treatments 5,736,776 5,550,645 5,227,167 22,053,597
Number of treatment days 79.5 78.0 79.0 313.5
Treatments per day 72,161 71,162 66,167 70,346
Per day year over year increase 9.1 % 12.3 % 12.4 % 12.3 %
Non-acquired growth year over year 4.7 % 4.4 % 4.4 % 4.8 %
 
Operating revenues before provision for uncollectible accounts
Dialysis and related lab services revenue per treatment $ 330.16 $ 331.93 $ 328.54 $ 331.77
Per treatment decrease from previous quarter (0.5 %) (0.2 %) (1.6 %)
Per treatment increase (decrease) from previous year 0.5 % (0.6 %) (0.8 %) 0.4 %
Percent of net consolidated revenues 73.7 % 91.5 % 92.8 % 86.4 %
 
 
DAVITA HEALTHCARE PARTNERS INC.
SUPPLEMENTAL FINANCIAL DATA—continued
(unaudited)
(dollars in millions, except for per share and per treatment data)
       
Three months ended

Year ended December 31, 2012

December 31, 2012

   

September 30, 2012

   

December 31, 2011

 
4. Dialysis and Related Lab Services Business Metrics:
Expenses
Patient care costs
Percent of total segment operating revenues 66.6 % 66.5 % 65.4 % 66.3 %
Per treatment $ 212.52 $ 214.04 $ 208.89 $ 213.18
Per treatment (decrease) increase from previous quarter (0.7 %) 0.1 % (3.2 %)
Per treatment increase (decrease) from previous year 1.7 % (0.9 %) (7.2 %) (2.0 %)
 
General and administrative expenses
Percent of total segment operating revenues 8.9 % 8.6 % 9.1 % 8.9 %
Per treatment $ 28.41 $ 27.71 $ 29.12 $ 28.51
Per treatment increase (decrease) from previous quarter 2.5 % (2.0 %) 9.4 %
Per treatment (decrease) increase from previous year (2.4 %) 4.1 % 7.9 % 2.7 %
 
Accounts receivable
Net receivables $ 1,169 $ 1,200 $ 1,150
DSO 59 62 64
Provision for uncollectible accounts as a percentage of net revenues 3.50 % 3.25 % 3.00 % 3.20 %
 
5. HCP Business Metrics:
Capitated membership
Total 723,999 723,999
Member months 1,422,560 1,422,560
Operating revenues by sources (5)
Commercial revenues $ 112 $ ─ $ ─ $ 112
Senior revenues 298 298
Medicaid revenues   9         9  
Total capitated revenues 419 419
Patient service revenues, less provision for uncollectible accounts 34 34
Other revenue   24         24  
Total net operating revenues $ 477   $ ─   $ ─   $ 477  
Other
Total care dollars under management (1) $ 614 $ 614
Ratio of operating income to total care dollars under management 10.9 % 10.9 %
Full time clinicians 1,079 1,079
IPA primary care physicians 1,806 1,806
Expenses
Patient care costs (5)
Total patient care costs $ 339.4 $ 339.4
Percent of total segment net revenues 71.1 % 71.1 %
General and administrative expenses $ 51.5 $ 51.5
Percent of total segment net revenues 10.8 % 10.8 %
 
 
DAVITA HEALTHCARE PARTNERS INC.
SUPPLEMENTAL FINANCIAL DATA—continued
(unaudited)
(dollars in millions, except for per share and per treatment data)
 
    Three months ended    

Year ended December 31, 2012

December 31, 2012

   

September 30, 2012

   

December 31, 2011

6. Cash Flow:
Operating cash flow $ 200.2 $ 366.6 $ 150.7 $ 1,100.8
Operating cash flow, last twelve months $ 1,100.8 $ 1,051.3 $ 1,180.0
Free cash flow (1) $ 82.6 $ 271.4 $ 32.1 $ 715.3
Free cash flow, last twelve months (1) $ 715.3 $ 664.8 $ 855.0
Capital expenditures:
Routine maintenance/IT/other $ 86.1 $ 63.7 $ 85.3 $ 272.0
Development and relocations $ 85.1 $ 64.7 $ 63.1 $ 278.2
Acquisition expenditures $ 3,875.0 $ 72.3 $ 150.3 $ 4,294.1
 
7. Debt and Capital Structure:
Total debt (3) $ 8,576 $ 5,745 $ 4,513
Net debt, net of cash and cash equivalents at December 31, 2012 (3) $ 8,042 $ 4,094 $ 4,119
Leverage ratio (see calculation on page 12) 3.5x 2.6x 2.7x
Overall weighted average effective interest rate during the quarter 4.93 % 5.31 % 5.27 %
Overall weighted average effective interest rate at end of the quarter 4.73 % 5.38 % 5.27 %
Weighted average effective interest rate on the Senior Secured Credit Facilities at end of the quarter 4.02 % 4.61 % 4.61 %
Fixed and economically fixed interest rates as a percentage of our total debt (4) 45 % 66 % 57 %
 
8. Clinical: (quarterly averages)
Dialysis adequacy -% of patients with Kt/V > 1.2 at the end of the quarter 98 % 98 % 97 %
Dialysis patients with arteriovenous fistulas placed 71 % 71 % 69 %
 

_________________

(1)   These are non-GAAP financial measures. For a reconciliation of these non-GAAP financial measures to their most comparable measure calculated and presented in accordance with GAAP, see attached reconciliation schedules.
(2) Consolidated percentages of revenues are comprised of the dialysis and related lab services business, HCP’s business and other ancillary services and strategic initiatives, and in case of general and administrative expenses, includes other certain corporate support and related stock-based compensation and transaction expenses associated with the acquisition of HCP.
(3) The reported balance sheet amounts at December 31, 2012, September 30, 2012 and December 31, 2011, are net of $21.5 million, $6.6 million and $7.8 million, respectively, of debt discounts associated with our Term Loan B-2, Term Loan B and our Term Loan A-2.
(4) The Term Loan B and Term Loan B-2 are subject to LIBOR floors of 1.50% and 1.00%, respectively. Because LIBOR, for all periods presented above, was lower than either of these embedded LIBOR floors, the interest rates on the Term Loan B and the Term Loan B-2 are set at their respective floors. At such time as the LIBOR-based component of our interest rate exceeds 1.50% on the Term Loan B and 1.00% on the Term Loan B-2, we will then be subject to LIBOR-based interest rate volatility on the LIBOR variable component of our interest rate on all of the Term Loan B-2, as well as for the Term Loan B, but limited to a maximum rate of 4.00% on $1.25 billion of outstanding principal debt on the Term Loan B. The remaining $465 million outstanding principal balance of the Term Loan B is subject to LIBOR-based interest rate volatility above a floor of 1.50%.
(5) Operating results of HCP are included for the period November 1, 2012 through December 31, 2012.
 
 

DAVITA HEALTHCARE PARTNERS INC. SUPPLEMENTAL FINANCIAL DATA—continued (unaudited) (dollars in thousands)

Note 1: Calculation of the Leverage Ratio

Under the Senior Secured Credit Facilities (Credit Agreement), the leverage ratio is defined as all funded debt plus the face amount of all letters of credit issued, minus cash and cash equivalents, divided by “Consolidated EBITDA”. The leverage ratio determines the interest rate margin payable by the Company for its Term Loan A and revolving line of credit under the Credit Agreement by establishing the margin over the base interest rate (LIBOR) that is applicable. The following leverage ratio was calculated using “Consolidated EBITDA” as defined in the Credit Agreement. The calculation below is based on the last twelve months of “Consolidated EBITDA”, pro forma for routine acquisitions that occurred during the period. The Company’s management believes the presentation of “Consolidated EBITDA” is useful to investors to enhance their understanding of the Company’s leverage ratio under its Credit Agreement.

       

Year ended December 31, 2012

Net income attributable to DaVita HealthCare Partners Inc. $ 536,017
Income taxes 360,040
Interest expense and debt refinancing charges 280,000
Depreciation and amortization 343,646
Noncontrolling interests and equity investment income, net 108,604
Stock-based compensation 45,384
Other (primarily pro-forma EBITDA on acquisitions)   658,651  
“Consolidated EBITDA” $ 2,332,342  
 
December 31, 2012
Total debt, excluding debt discount of $21.5 million $ 8,575,870
Letters of credit issued   116,139  
8,692,009
Less: Cash and cash equivalents   (533,748 )
Consolidated net debt $ 8,158,261  
Last twelve months “Consolidated EBITDA” $ 2,332,342  
Leverage ratio 3.5x
 

In accordance with the Credit Agreement, the Company’s leverage ratio cannot exceed 5.00 to 1.00 as of December 31, 2012. At that date the Company’s leverage ratio did not exceed 5.00 to 1.00.

DAVITA HEALTHCARE PARTNERS INC. RECONCILIATIONS FOR NON-GAAP MEASURES (unaudited) (dollars in thousands)

1. Net income and diluted net income per share attributable to DaVita HealthCare Partners Inc. excluding transaction expenses associated with the acquisition of HCP, debt refinancing charges, legal settlement and related expenses and a non-cash goodwill impairment charge, which are all net of related tax.

We believe that net income attributable to DaVita HealthCare Partners Inc. excluding transaction expenses associated with the acquisition of HCP, debt refinancing charges, legal settlement and related expenses and a non-cash goodwill impairment charge, which are all net of related tax, enhances a user’s understanding of our normal net income attributable to DaVita HealthCare Partners Inc. and diluted net income per share attributable to DaVita HealthCare Partners Inc. for these periods by providing a measure that is meaningful because it excludes an unusual amount of transaction expenses associated with the acquisition of HCP, debt refinancing charges related to the amendment of our credit agreement and the repayment of our Term Loan A-2, an unusual charge for a legal settlement that we reached to settle federal program claims relating to our historical Epogen practices and also excludes a non-cash goodwill impairment charge that resulted from a decrease in the implied fair value of goodwill below its carrying amount associated with our infusion therapy business in 2011 and accordingly, is more comparable to prior periods and indicative of consistent net income attributable to DaVita HealthCare Partners Inc. and diluted net income per share to DaVita HealthCare Partners Inc. These measures are not measures of financial performance under United States generally accepted accounting principles (GAAP) and should not be considered as an alternative to net income attributable to DaVita HealthCare Partners Inc. and diluted earnings per share attributable to DaVita HealthCare Partners Inc.

       
Net income attributable to DaVita HealthCare Partners Inc. excluding transaction expenses associated with the acquisition of HCP, debt refinancing charges, legal settlement and related expenses and a non-cash goodwill impairment charge, which are all net of related tax: Three months ended Year ended

December 31, 2012

   

September 30, 2012

   

December 31, 2011

December 31, 2012

     

December 31, 2011

Net income attributable to DaVita HealthCare Partners Inc. $ 155,839 $ 144,721 $ 148,123 $ 536,017 $ 478,001
Add:
Transaction expenses associated with the acquisition of HCP 12,982 1,335 30,753
Debt refinancing charges 8,901 2,062 10,963
Legal settlement and related expenses 6,545 1,292 85,837
Non-cash goodwill impairment charge 24,000
Less: Related income tax   (10,945 )   (1,899 )   (51,149 )   (9,600 )
$ 173,322   $ 147,511   $ 148,123 $ 612,421   $ 492,401  
 
 
DAVITA HEALTHCARE PARTNERS INC.
RECONCILIATIONS FOR NON-GAAP MEASURES
(unaudited)
(dollars in thousands)
       
Diluted net income per share attributable to DaVita HealthCare Partners Inc. excluding transaction expenses associated with the acquisition of HCP, debt refinancing charges, legal settlement and related expenses and a non-cash goodwill impairment charge, which are all net of related tax: Three months ended Year ended

December 31, 2012

   

September 30, 2012

   

December 31, 2011

December 31, 2012

   

December 31, 2011

Diluted net income per share attributable to DaVita HealthCare Partners Inc. $ 1.51 $ 1.50 $ 1.56 5.47 $ 4.96
Add:
Transaction expenses associated with the acquisition of HCP 0.08 0.01 0.19
Debt refinancing charges 0.05 0.01 0.07
Legal settlement and related expenses 0.04 0.01 0.52
Non-cash goodwill impairment charge   0.15
$ 1.68 $ 1.53 $ 1.56 $ 6.25 $ 5.11
 

In addition, we have also excluded amortization of intangible assets associated with acquisitions from our adjusted net income attributable to DaVita HealthCare Partners Inc. and from our adjusted diluted earnings per share attributable to DaVita HealthCare Partners Inc. as we believe this presentation enhances a user’s understanding of our operating results for these periods by providing an accurate reflection of the Company’s operating performance since it excludes the amortization of intangible assets that relate to the remeasurement of acquired intangible assets associated with our acquisitions to fair value, and accordingly is indicative of consistent net income attributable to DaVita HealthCare Partners Inc. and diluted earnings per share attributable to DaVita HealthCare Partners Inc. These measures are not measures of financial performance under GAAP and should not be considered as an alternative to net income attributable to DaVita HealthCare Partners Inc. and diluted earnings per share attributable to DaVita HealthCare Partners Inc.

       
Adjusted net income and adjusted diluted net income per share attributable to DaVita HealthCare Partners Inc. excluding the amortization of intangible assets associated with acquisitions: Three months ended Year ended

December 31, 2012

   

September 30, 2012

   

December 31, 2011

December 31, 2012

   

December 31, 2011

Adjusted net income attributable to DaVita HealthCare Partners Inc. $ 173,322 $ 147,511 $ 148,123 $ 612,421 $ 492,401
Add: Amortization of intangible assets associated with acquisitions 28,448 6,729 6,023 48,362 23,028
Related income tax   (10,953 )   (2,725 )   (2,289 )   (19,393 )   (9,211 )
Total $ 190,817   $ 151,515   $ 151,857   $ 641,390   $ 506,218  
 
Adjusted diluted net income per share attributable to DaVita HealthCare Partners Inc. $ 1.68 $ 1.53 $ 1.56 $ 6.25 $ 5.11
Add: Amortization of intangible assets associated with acquisitions, net of tax   0.17     0.04     0.04     0.30     0.14  
Total adjusted diluted net income per share $ 1.85   $ 1.57   $ 1.60   $ 6.55   $ 5.25  
 
 

DAVITA HEALTHCARE PARTNERS INC. RECONCILIATIONS FOR NON-GAAP MEASURES (unaudited) (dollars in thousands)

2. Operating income excluding pre-tax transaction expenses related to the acquisition of HCP and a pre-tax legal settlement and related expenses.

We believe that operating income excluding pre-tax transaction expenses associated with the acquisition of HCP and a pre-tax legal settlement and related expenses enhances a user’s understanding of our normal operating income for these periods by providing a measure that is meaningful because it excludes an unusual amount of transaction expenses associated with the acquisition of HCP, an unusual charge for a legal settlement that was reached to settle federal program claims relating to our historical Epogen practices and accordingly, is more comparable to prior periods and indicative of consistent operating income. This measure is not a measure of financial performance under GAAP and should not be considered as an alternative to operating income.

       
Operating income excluding pre-tax transaction expenses associated with the acquisition of HCP and a pre-tax legal settlement and related expenses: Three months ended Year ended

December 31, 2012

   

September 30, 2012

   

December 31, 2011

December 31, 2012

   

December 31, 2011

Dialysis and related lab services and ancillary services operating income $ 321,126 $ 340,885 $ 329,734 $ 1,230,154 $ 1,154,713
Add:
Transactions expenses associated with the acquisition of HCP 12,982 12,982
Legal settlement and related expenses   6,545   84,545
Adjusted dialysis and related lab services and ancillary services operating income per guidance 340,653 340,885 329,734 1,327,681 1,154,713
Transaction expenses associated with the acquisition of HCP for the nine months ended September 30, 2012 1,335 17,771
Legal settlement and related expenses   1,292   1,292
Adjusted dialysis and related lab services and ancillary services operating income 340,653 343,512 329,734 1,346,744 1,154,713
HCP’s operating income   66,930   66,930
Adjusted operating income $ 407,583 $ 343,512 $ 329,734 $ 1,413,674 $ 1,154,713
 
 

DAVITA HEALTHCARE PARTNERS INC. RECONCILIATIONS FOR NON-GAAP MEASURES (unaudited) (dollars in thousands)

3. Effective Income Tax Rates

We believe that reporting the effective income tax rate attributable to DaVita HealthCare Partners Inc. enhances an investor’s understanding of DaVita’s effective income tax rate for the periods presented because it excludes noncontrolling owners’ income that primarily relates to non-tax paying entities and accordingly is more comparable to prior periods presentations regarding DaVita’s effective income tax rate and is meaningful to an investor to fully understand the related income tax effects on DaVita HealthCare Partners Inc.’s operating results. This is not a measure under GAAP and should not be considered as an alternative to the effective income tax rate calculated in accordance with GAAP.

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