Exhibit 99.1
The Company provides services to certain physician groups that, while consolidated in the Company’s financial statements for financial reporting purposes, are not subsidiaries of or owned by the Company, do not constitute “Subsidiaries”, as defined in the indentures governing the Company’s outstanding senior notes, and do not guarantee those senior notes. In addition, the Company has entered into management agreements with these physician groups pursuant to which the Company receives management fees from the physician groups.
As of March 31, 2014, if these physician groups were not consolidated in the Company’s financial statements, the Company’s consolidated indebtedness would have been approximately $8,364 million, its consolidated other liabilities (excluding indebtedness) would have been approximately $3,214 million and its consolidated assets would have been approximately $16,913 million. For the three months ended March 31, 2014, if these physician groups were not consolidated in the Company’s financial statements, the Company’s consolidated total net revenues (including approximately $156 million of such management fees payable to the Company), consolidated operating income and consolidated net income would be reduced by approximately $241 million, $8 million, and $3 million, respectively.
As of December 31, 2013, if these physician groups were not consolidated in the Company’s financial statements, the Company’s consolidated indebtedness would have been approximately $8,416 million, its consolidated other liabilities (excluding indebtedness) would have been approximately $3,092 million and its consolidated assets would have been approximately $16,615 million. For the year ended December 31, 2013, if these physician groups were not consolidated in the Company’s financial statements, the Company’s consolidated total net revenues (including approximately $734 million of such management fees payable to the Company), consolidated operating income and consolidated net income would be reduced by approximately $947 million, $23 million, and $4 million, respectively.
As of September 30, 2013, if these physician groups were not consolidated in the Company’s financial statements, the Company’s consolidated indebtedness would have been approximately $8,441 million, its consolidated other liabilities (excluding indebtedness) would have been approximately $3,046 million and its consolidated assets would have been approximately $16,375 million. If these physician groups were not consolidated in the Company’s financial statements (i) for the three months ended September 30, 2013, the Company’s consolidated total net revenues (including approximately $177 million of management fees payable to the Company), consolidated operating income and consolidated net income would be reduced by approximately $248 million, $13 million, and $11 million, respectively, and (ii) for the nine months ended September 30, 2013, the Company’s consolidated total net revenues (including approximately $546 million of management fees payable to the Company), consolidated operating income and consolidated net income would be reduced by approximately $711 million, $20 million, and $5 million, respectively.
As of June 30, 2013, if these physician groups were not consolidated in the Company’s financial statements, the Company’s consolidated indebtedness would have been approximately $8,477 million, its consolidated other liabilities (excluding indebtedness) would have been approximately $2,819 million and its consolidated assets would have been approximately $15,976 million. If these physician groups were not consolidated in the Company’s financial statements (i) for the three months ended June 30, 2013, the Company’s consolidated total net revenues (including approximately $179 million of management fees payable to the Company), consolidated operating income and consolidated net income would be reduced (increased) by approximately $220 million, $(7) million, and $(15) million, respectively, and (ii) for the six months ended June 30, 2013, the Company’s consolidated total net revenues (including approximately $370 million of management fees payable to the Company), consolidated operating income and consolidated net income would be reduced (increased) by approximately $463 million, $7 million, and $(6) million, respectively.
As of March 31, 2013, if these physician groups were not consolidated in the Company’s financial statements, the Company’s consolidated indebtedness would have been approximately $8,505 million, its consolidated other liabilities (excluding indebtedness) would have been approximately $3,054 million and its consolidated assets would have been approximately $15,959 million. For the three months ended March 31, 2013, if these physician groups were not consolidated in the Company’s financial statements, the Company’s consolidated total net revenues (including approximately $191 million of such management fees payable to the Company), consolidated operating income and consolidated net income would be reduced by approximately $243 million, $15 million, and $9 million, respectively.
As of December 31, 2012, if these physician groups were not consolidated in the Company’s financial statements, the Company’s consolidated indebtedness would have been approximately $8,554 million, its consolidated other liabilities (excluding indebtedness) would have been approximately $2,676 million and its consolidated assets would have been approximately $15,614 million. For the year ended December 31, 2012, if these physician groups were not consolidated in the Company’s financial statements, the Company’s consolidated total net revenues (including approximately $133 million of such management fees payable to the Company), consolidated operating income and consolidated net income would be reduced (increased) by approximately $135 million, $0 million, and $(1) million, respectively.
In addition, the Company owns a 67% equity interest in California Medical Group Insurance (CMGI). CMGI is an Unrestricted Subsidiary, as defined in the indentures governing the Company’s outstanding senior notes, and does not guarantee those senior notes. The Company’s equity interest in CMGI is accounted for under the equity method of accounting, meaning that, although CMGI is not consolidated in the Company’s financial statements for financial reporting purposes, the Company’s consolidated income statement reflects its pro rata share of CMGI’s net loss as equity investment loss.
For the three months ended March 31, 2014, the Company’s equity investment loss attributable to CMGI was a loss of approximately $0.3 million. For the three months ended March 31, 2014, excluding the Company’s equity investment loss attributable to CMGI, the Company’s consolidated operating income and consolidated net income would be increased by approximately $0.3 million and $0.2 million, respectively.
For the year ended December 31, 2013, the Company’s equity investment loss attributable to CMGI was a loss of approximately $0.5 million.For the year ended December 31, 2013, excluding the Company’s equity investment loss attributable to CMGI, the Company’s consolidated operating income and consolidated net income would be increased by approximately $0.5 million and $0.3 million, respectively.
For the three months ended September 30, 2013, there was no equity investment loss or gain attributable to CMGI. For the nine months ended September 30, 2013, the Company’s equity investment loss attributable to CMGI was a loss of approximately $0.02 million, and for the nine months ended September 30, 2013, excluding the Company’s equity investment loss attributable to CMGI, the Company’s consolidated operating income and consolidated net income would be increased by approximately $0.02 million and $0.01 million, respectively.
For the three months ended June 30, 2013, the Company’s equity investment loss attributable to CMGI was a loss of approximately $0.02 million, and for the three months ended June 30, 2013, excluding the Company’s equity investment loss attributable to CMGI, the Company’s consolidated operating income and consolidated net income would be increased by approximately $0.02 million and $0.01 million, respectively. For the six months ended June 30, 2013, the Company’s equity investment loss attributable to CMGI was a loss of approximately $0.02 million, and for the six months ended June 30, 2013, excluding the Company’s equity investment loss attributable to CMGI, the Company’s consolidated operating income and consolidated net income would be increased by approximately $0.02 million and $0.01 million, respectively.
For the three months ended March 31, 2013, there was no equity investment loss or gain attributable to CMGI.
For the two months ended December 31, 2012, the Company’s equity investment loss attributable to CMGI was a gain of approximately $1.4 million.For the two months ended December 31, 2012, excluding the Company’s equity investment gain attributable to CMGI, the Company’s consolidated operating income and consolidated net income would be decreased by approximately $1.4 million and $0.8 million, respectively.
DAVITA HEALTHCARE PARTNERS INC.
CONDENSED CONSOLIDATING STATEMENTS OF INCOME
(unaudited)
(dollars in thousands, except per share data)
Condensed Consolidating Statements of Income
| | | | | | | | | | | | | | | | |
For the three months ended March 31, 2014 | | Consolidated
Total | | | Physician
Groups | | | Unrestricted
Subsidiaries | | | Company and
Restricted
Subsidiaries(1) | |
Patient service operating revenues | | $ | 2,114,098 | | | $ | 31,139 | | | $ | — | | | $ | 2,082,959 | |
Less: Provision for uncollectible accounts | | | (83,197 | ) | | | (610 | ) | | | — | | | | (82,587 | ) |
| | | | | | | | | | | | | | | | |
Net patient service operating revenues | | | 2,030,901 | | | | 30,529 | | | | — | | | | 2,000,372 | |
Capitated revenues | | | 787,565 | | | | 366,129 | | | | — | | | | 421,436 | |
Other revenues | | | 224,310 | | | | 566 | | | | — | | | | 223,744 | |
| | | | | | | | | | | | | | | | |
Total net operating revenues | | | 3,042,776 | | | | 397,224 | | | | — | | | | 2,645,552 | |
Operating expenses | | | 2,601,551 | | | | 389,518 | | | | 252 | | | | 2,211,781 | |
| | | | | | | | | | | | | | | | |
Operating income | | | 441,225 | | | | 7,706 | | | | (252 | ) | | | 433,771 | |
Debt expense, refinancing charges and swap gains, net | | | (106,335 | ) | | | (3,195 | ) | | | — | | | | (103,140 | ) |
Other income | | | 1,698 | | | | 8 | | | | — | | | | 1,690 | |
Income tax expense | | | 124,851 | | | | 1,445 | | | | (101 | ) | | | 123,507 | |
| | | | | | | | | | | | | | | | |
Net income | | | 211,737 | | | | 3,074 | | | | (151 | ) | | | 208,814 | |
Minority interests | | | (28,448 | ) | | | — | | | | — | | | | (28,448 | ) |
| | | | | | | | | | | | | | | | |
Net income attributable to DaVita HealthCare Partners Inc. | | $ | 183,289 | | | $ | 3,074 | | | $ | (151 | ) | | $ | 180,366 | |
| | | | | | | | | | | | | | | | |
| (1) | After the elimination of the unrestricted subsidiaries and the physician groups |
DAVITA HEALTHCARE PARTNERS INC.
CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME
(unaudited)
(dollars in thousands, except per share data)
Condensed Consolidating Statements of Comprehensive Income
| | | | | | | | | | | | | | | | |
For the three months ended March 31, 2014 | | Consolidated
Total | | | Physician
Groups | | | Unrestricted
Subsidiaries | | | Company and
Restricted
Subsidiaries(1) | |
Net income | | $ | 211,737 | | | $ | 3,074 | | | $ | (151 | ) | | $ | 208,814 | |
Other comprehensive income | | | 1,006 | | | | — | | | | — | | | | 1,006 | |
| | | | | | | | | | | | | | | | |
Total comprehensive income | | | 212,743 | | | | 3,074 | | | | (151 | ) | | | 209,820 | |
Less: comprehensive income attributable to the noncontrolling interests | | | (28,448 | ) | | | — | | | | — | | | | (28,448 | ) |
| | | | | | | | | | | | | | | | |
Comprehensive income attributable to DaVita HealthCare Partners Inc. | | $ | 184,295 | | | $ | 3,074 | | | $ | (151 | ) | | $ | 181,372 | |
| | | | | | | | | | | | | | | | |
| (1) | After the elimination of the unrestricted subsidiaries and the physician groups |
DAVITA HEALTHCARE PARTNERS INC.
CONDENSED CONSOLIDATING BALANCE SHEETS
(unaudited)
(dollars in thousands, except per share data)
Condensed Consolidating Balance Sheets
| | | | | | | | | | | | | | | | |
As of March 31, 2014 | | Consolidated
Total | | | Physician
Groups | | | Unrestricted
Subsidiaries | | | Company and
Restricted
Subsidiaries(1) | |
Cash and cash equivalents | | $ | 1,108,069 | | | $ | 121,287 | | | $ | — | | | $ | 986,782 | |
Accounts receivable, net | | | 1,539,728 | | | | 251,407 | | | | — | | | | 1,288,321 | |
Other current assets | | | 1,059,436 | | | | 26,864 | | | | — | | | | 1,032,572 | |
| | | | | | | | | | | | | | | | |
Total current assets | | | 3,707,233 | | | | 399,558 | | | | — | | | | 3,307,675 | |
Property and equipment, net | | | 2,224,439 | | | | 5,441 | | | | — | | | | 2,218,998 | |
Amortizable intangibles, net | | | 2,025,822 | | | | 6,940 | | | | — | | | | 2,018,882 | |
Other long-term assets | | | 198,669 | | | | 64,846 | | | | 3,073 | | | | 130,750 | |
Goodwill | | | 9,242,179 | | | | 8,981 | | | | — | | | | 9,233,198 | |
| | | | | | | | | | | | | | | | |
Total assets | | $ | 17,398,342 | | | $ | 485,766 | | | $ | 3,073 | | | $ | 16,909,503 | |
| | | | | | | | | | | | | | | | |
Current liabilities | | $ | 2,566,174 | | | $ | 205,283 | | | $ | — | | | $ | 2,360,891 | |
Payables to parent | | | — | | | | 189,821 | | | | 3,073 | | | | (192,894 | ) |
Long-term debt and other long-term liabilities | | | 9,301,752 | | | | 84,714 | | | | — | | | | 9,217,038 | |
Noncontrolling interests subject to put provisions | | | 692,780 | | | | — | | | | — | | | | 692,780 | |
Total DaVita HealthCare Partners Inc. shareholders’ equity | | | 4,659,567 | | | | 5,948 | | | | — | | | | 4,653,619 | |
Noncontrolling interests not subject to put provisions | | | 178,069 | | | | — | | | | — | | | | 178,069 | |
| | | | | | | | | | | | | | | | |
Shareholder’s equity | | | 4,837,636 | | | | 5,948 | | | | — | | | | 4,831,688 | |
| | | | | | | | | | | | | | | | |
Total liabilities and shareholder’s equity | | $ | 17,398,342 | | | $ | 485,766 | | | $ | 3,073 | | | $ | 16,909,503 | |
| | | | | | | | | | | | | | | | |
As of December 31, 2013 | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 946,249 | | | $ | 127,309 | | | $ | — | | | $ | 818,940 | |
Accounts receivable, net | | | 1,485,163 | | | | 235,463 | | | | — | | | | 1,249,700 | |
Other current assets | | | 1,040,866 | | | | 35,640 | | | | — | | | | 1,005,226 | |
| | | | | | | | | | | | | | | | |
Total current assets | | | 3,472,278 | | | | 398,412 | | | | — | | | | 3,073,866 | |
Property and equipment, net | | | 2,189,411 | | | | 5,541 | | | | — | | | | 2,183,870 | |
Amortizable intangibles, net | | | 2,024,373 | | | | 7,283 | | | | — | | | | 2,017,090 | |
Other long-term assets | | | 199,841 | | | | 64,013 | | | | 3,325 | | | | 132,503 | |
Goodwill | | | 9,212,974 | | | | 8,981 | | | | — | | | | 9,203,993 | |
| | | | | | | | | | | | | | | | |
Total assets | | $ | 17,098,877 | | | $ | 484,230 | | | $ | 3,325 | | | $ | 16,611,322 | |
| | | | | | | | | | | | | | | | |
Current liabilities | | $ | 2,462,049 | | | $ | 193,079 | | | $ | — | | | $ | 2,268,970 | |
Payables to parent | | | — | | | | 194,958 | | | | 3,325 | | | | (198,283 | ) |
Long-term debt and other long-term liabilities | | | 9,333,987 | | | | 94,727 | | | | — | | | | 9,239,260 | |
Noncontrolling interests subject to put provisions | | | 697,300 | | | | — | | | | — | | | | 697,300 | |
Total DaVita HealthCare Partners Inc. shareholders’ equity | | | 4,432,479 | | | | 1,466 | | | | — | | | | 4,431,013 | |
Noncontrolling interests not subject to put provisions | | | 173,062 | | | | — | | | | — | | | | 173,062 | |
| | | | | | | | | | | | | | | | |
Shareholder’s equity | | | 4,605,541 | | | | 1,466 | | | | — | | | | 4,604,075 | |
| | | | | | | | | | | | | | | | |
Total liabilities and shareholder’s equity | | $ | 17,098,877 | | | $ | 484,230 | | | $ | 3,325 | | | $ | 16,611,322 | |
| | | | | | | | | | | | | | | | |
| (1) | After the elimination of the unrestricted subsidiaries and the physician groups |
DAVITA HEALTHCARE PARTNERS INC.
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
(unaudited)
(dollars in thousands, except per share data)
Condensed Consolidating Statements of Cash Flows
| | | | | | | | | | | | | | | | |
For the three months ended March 31, 2014 | | Consolidated
Total | | | Physician
Groups | | | Unrestricted
Subsidiaries | | | Company and
Restricted
Subsidiaries(1) | |
Cash flows from operating activities: | | | | | | | | | | | | | | | | |
Net income | | $ | 211,737 | | | $ | 3,074 | | | $ | (151 | ) | | $ | 208,814 | |
Changes in operating and intercompany assets and liabilities and non-cash items included in net income | | | 207,370 | | | | (4,825 | ) | | | 151 | | | | 212,044 | |
| | | | | | | | | | | | | | | | |
Net cash provided by (used in) operating activities | | | 419,107 | | | | (1,751 | ) | | | — | | | | 420,858 | |
| | | | | | | | | | | | | | | | |
Cash flows from investing activities: | | | | | | | | | | | | | | | | |
Additions of property and equipment | | | (126,562 | ) | | | (177 | ) | | | — | | | | (126,385 | ) |
Acquisitions and divestitures, net | | | (67,857 | ) | | | — | | | | — | | | | (67,857 | ) |
Proceeds from discontinued operations | | | 56 | | | | — | | | | — | | | | 56 | |
Investments and other items | | | (1,430 | ) | | | (594 | ) | | | — | | | | (836 | ) |
| | | | | | | | | | | | | | | | |
Net cash used in investing activities | | | (195,793 | ) | | | (771 | ) | | | — | | | | (195,022 | ) |
| | | | | | | | | | | | | | | | |
Cash flows from financing activities: | | | | | | | | | | | | | | | | |
Long-term debt | | | (65,153 | ) | | | — | | | | — | | | | (65,153 | ) |
Intercompany | | | — | | | | (3,800 | ) | | | — | | | | 3,800 | |
Other items | | | 3,028 | | | | 300 | | | | — | | | | 2,728 | |
| | | | | | | | | | | | | | | | |
Net cash used in financing activities | | | (62,125 | ) | | | (3,500 | ) | | | — | | | | (58,625 | ) |
| | | | | | | | | | | | | | | | |
Effect of exchange rate changes on cash | | | 631 | | | | — | | | | — | | | | 631 | |
Net increase (decrease) in cash | | | 161,820 | | | | (6,022 | ) | | | — | | | | 167,842 | |
Cash at beginning of year | | | 946,249 | | | | 127,309 | | | | — | | | | 818,940 | |
| | | | | | | | | | | | | | | | |
Cash at end of year | | $ | 1,108,069 | | | $ | 121,287 | | | $ | — | | | $ | 986,782 | |
| | | | | | | | | | | | | | | | |
| (1) | After the elimination of the unrestricted subsidiaries and the physician groups |
DAVITA HEALTHCARE PARTNERS INC.
CONDENSED CONSOLIDATING STATEMENTS OF INCOME
(unaudited)
(dollars in thousands, except per share data)
Condensed Consolidating Statements of Income
| | | | | | | | | | | | | | | | |
For the year ended December 31, 2013 | | Consolidated
Total | | | Physician
Groups | | | Unrestricted
Subsidiaries | | | Company and
Restricted
Subsidiaries(1) | |
Patient service operating revenues | | $ | 8,307,195 | | | $ | 122,873 | | | $ | — | | | $ | 8,184,322 | |
Less: Provision for uncollectible accounts | | | (293,546 | ) | | | (6,602 | ) | | | — | | | | (286,944 | ) |
| | | | | | | | | | | | | | | | |
Net patient service operating revenues | | | 8,013,649 | | | | 116,271 | | | | — | | | | 7,897,378 | |
Capitated revenues | | | 2,987,315 | | | | 1,560,244 | | | | — | | | | 1,427,071 | |
Other revenues | | | 763,086 | | | | 5,239 | | | | — | | | | 757,847 | |
| | | | | | | | | | | | | | | | |
Total net operating revenues | | | 11,764,050 | | | | 1,681,754 | | | | — | | | | 10,082,296 | |
Operating expenses | | | 10,213,916 | | | | 1,659,151 | | | | 457 | | | | 8,554,308 | |
| | | | | | | | | | | | | | | | |
Operating income | | | 1,550,134 | | | | 22,603 | | | | (457 | ) | | | 1,527,988 | |
Debt expense, refinancing charges and swap gains, net | | | (429,943 | ) | | | (14,605 | ) | | | — | | | | (415,338 | ) |
Other income | | | 4,787 | | | | 6 | | | | — | | | | 4,781 | |
Income tax expense | | | 381,013 | | | | 3,523 | | | | (183 | ) | | | 377,673 | |
| | | | | | | | | | | | | | | | |
Income from continuing operations | | | 743,965 | | | | 4,481 | | | | (274 | ) | | | 739,758 | |
Discontinued operations net of gain (loss) on disposal of discontinued operations | | | 13,236 | | | | — | | | | — | | | | 13,236 | |
| | | | | | | | | | | | | | | | |
Net income | | | 757,201 | | | | 4,481 | | | | (274 | ) | | | 752,994 | |
Minority interests | | | (123,755 | ) | | | — | | | | — | | | | (123,755 | ) |
| | | | | | | | | | | | | | | | |
Net income attributable to DaVita HealthCare Partners Inc. | | $ | 633,446 | | | $ | 4,481 | | | $ | (274 | ) | | $ | 629,239 | |
| | | | | | | | | | | | | | | | |
| (1) | After the elimination of the unrestricted subsidiaries and the physician groups |
DAVITA HEALTHCARE PARTNERS INC.
CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME
(unaudited)
(dollars in thousands, except per share data)
Condensed Consolidating Statements of Comprehensive Income
| | | | | | | | | | | | | | | | |
For the year ended December 31, 2013 | | Consolidated
Total | | | Physician
Groups | | | Unrestricted
Subsidiaries | | | Company and
Restricted
Subsidiaries(1) | |
Net income | | $ | 757,201 | | | $ | 4,481 | | | $ | (274 | ) | | $ | 752,994 | |
Other comprehensive income | | | 12,652 | | | | — | | | | — | | | | 12,652 | |
| | | | | | | | | | | | | | | | |
Total comprehensive income | | | 769,853 | | | | 4,481 | | | | (274 | ) | | | 765,646 | |
Less: comprehensive income attributable to the noncontrolling interests | | | (123,755 | ) | | | — | | | | — | | | | (123,755 | ) |
| | | | | | | | | | | | | | | | |
Comprehensive income attributable to DaVita HealthCare Partners Inc. | | $ | 646,098 | | | $ | 4,481 | | | $ | (274 | ) | | $ | 641,891 | |
| | | | | | | | | | | | | | | | |
| (1) | After the elimination of the unrestricted subsidiaries and the physician groups |
DAVITA HEALTHCARE PARTNERS INC.
CONDENSED CONSOLIDATING BALANCE SHEETS
(unaudited)
(dollars in thousands, except per share data)
Condensed Consolidating Balance Sheets
| | | | | | | | | | | | | | | | |
As of December 31, 2013 | | Consolidated
Total | | | Physician
Groups | | | Unrestricted
Subsidiaries | | | Company and
Restricted
Subsidiaries(1) | |
Cash and cash equivalents | | $ | 946,249 | | | $ | 127,309 | | | $ | — | | | $ | 818,940 | |
Accounts receivable, net | | | 1,485,163 | | | | 235,463 | | | | — | | | | 1,249,700 | |
Other current assets | | | 1,040,866 | | | | 35,640 | | | | — | | | | 1,005,226 | |
| | | | | | | | | | | | | | | | |
Total current assets | | | 3,472,278 | | | | 398,412 | | | | — | | | | 3,073,866 | |
Property and equipment, net | | | 2,189,411 | | | | 5,541 | | | | — | | | | 2,183,870 | |
Amortizable intangibles, net | | | 2,024,373 | | | | 7,283 | | | | — | | | | 2,017,090 | |
Other long-term assets | | | 199,841 | | | | 64,013 | | | | 3,325 | | | | 132,503 | |
Goodwill | | | 9,212,974 | | | | 8,981 | | | | — | | | | 9,203,993 | |
| | | | | | | | | | | | | | | | |
Total assets | | $ | 17,098,877 | | | $ | 484,230 | | | $ | 3,325 | | | $ | 16,611,322 | |
| | | | | | | | | | | | | | | | |
Current liabilities | | $ | 2,462,049 | | | $ | 193,079 | | | $ | — | | | $ | 2,268,970 | |
Payables to parent | | | — | | | | 194,958 | | | | 3,325 | | | | (198,283 | ) |
Long-term debt and other long-term liabilities | | | 9,333,987 | | | | 94,727 | | | | — | | | | 9,239,260 | |
Noncontrolling interests subject to put provisions | | | 697,300 | | | | — | | | | — | | | | 697,300 | |
Total DaVita HealthCare Partners Inc. shareholders’ equity | | | 4,432,479 | | | | 1,466 | | | | — | | | | 4,431,013 | |
Noncontrolling interests not subject to put provisions | | | 173,062 | | | | — | | | | — | | | | 173,062 | |
| | | | | | | | | | | | | | | | |
Shareholder’s equity | | | 4,605,541 | | | | 1,466 | | | | — | | | | 4,604,075 | |
| | | | | | | | | | | | | | | | |
Total liabilities and shareholder’s equity | | $ | 17,098,877 | | | $ | 484,230 | | | $ | 3,325 | | | $ | 16,611,322 | |
| | | | | | | | | | | | | | | | |
| | | | |
As of December 31, 2012 | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 533,748 | | | $ | 132,362 | | | $ | — | | | $ | 401,386 | |
Accounts receivable, net | | | 1,424,303 | | | | 190,117 | | | | — | | | | 1,234,186 | |
Other current assets | | | 928,999 | | | | 6,301 | | | | — | | | | 922,698 | |
| | | | | | | | | | | | | | | | |
Total current assets | | | 2,887,050 | | | | 328,780 | | | | — | | | | 2,558,270 | |
Property and equipment, net | | | 1,872,370 | | | | 4,436 | | | | — | | | | 1,867,934 | |
Amortizable intangibles, net | | | 2,128,118 | | | | 6,287 | | | | — | | | | 2,121,831 | |
Other long-term assets | | | 174,345 | | | | 51,829 | | | | 3,782 | | | | 118,734 | |
Goodwill | | | 8,952,750 | | | | 9,055 | | | | — | | | | 8,943,695 | |
| | | | | | | | | | | | | | | | |
Total assets | | $ | 16,014,633 | | | $ | 400,387 | | | $ | 3,782 | | | $ | 15,610,464 | |
| | | | | | | | | | | | | | | | |
Current liabilities | | $ | 2,016,425 | | | $ | 210,303 | | | $ | — | | | $ | 1,806,122 | |
Payables to parent | | | — | | | | 108,261 | | | | 3,782 | | | | (112,043 | ) |
Long-term debt and other long-term liabilities | | | 9,500,591 | | | | 76,653 | | | | — | | | | 9,423,938 | |
Noncontrolling interests subject to put provisions | | | 580,692 | | | | — | | | | — | | | | 580,692 | |
Total DaVita HealthCare Partners Inc. shareholders’ equity | | | 3,763,137 | | | | 5,170 | | | | — | | | | 3,757,967 | |
Noncontrolling interests not subject to put provisions | | | 153,788 | | | | — | | | | — | | | | 153,788 | |
| | | | | | | | | | | | | | | | |
Shareholder’s equity | | | 3,916,925 | | | | 5,170 | | | | — | | | | 3,911,755 | |
| | | | | | | | | | | | | | | | |
Total liabilities and shareholder’s equity | | $ | 16,014,633 | | | $ | 400,387 | | | $ | 3,782 | | | $ | 15,610,464 | |
| | | | | | | | | | | | | | | | |
| (1) | After the elimination of the unrestricted subsidiaries and the physician groups |
DAVITA HEALTHCARE PARTNERS INC.
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
(unaudited)
(dollars in thousands, except per share data)
Condensed Consolidating Statements of Cash Flows
| | | | | | | | | | | | | | | | |
For the year ended December 31, 2013 | | Consolidated
Total | | | Physician
Groups | | | Unrestricted
Subsidiaries | | | Company and
Restricted
Subsidiaries(1) | |
Cash flows from operating activities: | | | | | | | | | | | | | | | | |
Net income | | $ | 757,201 | | | $ | 4,481 | | | $ | (274 | ) | | $ | 752,994 | |
Changes in operating and intercompany assets and liabilities and non-cash items included in net income | | | 1,016,140 | | | | 4,343 | | | | 274 | | | | 1,011,523 | |
| | | | | | | | | | | | | | | | |
Net cash provided by operating activities | | | 1,773,341 | | | | 8,824 | | | | — | | | | 1,764,517 | |
| | | | | | | | | | | | | | | | |
Cash flows from investing activities: | | | | | | | | | | | | | | | | |
Additions of property and equipment | | | (617,597 | ) | | | (2,262 | ) | | | — | | | | (615,335 | ) |
Acquisitions and divestitures, net | | | (310,394 | ) | | | — | | | | — | | | | (310,394 | ) |
Proceeds from discontinued operations | | | 62,258 | | | | — | | | | — | | | | 62,258 | |
Investments and other items | | | (11,149 | ) | | | — | | | | — | | | | (11,149 | ) |
| | | | | | | | | | | | | | | | |
Net cash used in investing activities | | | (876,882 | ) | | | (2,262 | ) | | | — | | | | (874,620 | ) |
| | | | | | | | | | | | | | | | |
Cash flows from financing activities: | | | | | | | | | | | | | | | | |
Long-term debt | | | (438,007 | ) | | | — | | | | — | | | | (438,007 | ) |
Intercompany | | | — | | | | (11,615 | ) | | | — | | | | 11,615 | |
Other items | | | (44,984 | ) | | | — | | | | — | | | | (44,984 | ) |
| | | | | | | | | | | | | | | | |
Net cash used in financing activities | | | (482,991 | ) | | | (11,615 | ) | | | — | | | | (471,376 | ) |
| | | | | | | | | | | | | | | | |
Effect of exchange rate changes on cash | | | (967 | ) | | | — | | | | — | | | | (967 | ) |
Net increase (decrease) in cash | | | 412,501 | | | | (5,053 | ) | | | — | | | | 417,554 | |
Cash at beginning of year | | | 533,748 | | | | 132,362 | | | | — | | | | 401,386 | |
| | | | | | | | | | | | | | | | |
Cash at end of year | | $ | 946,249 | | | $ | 127,309 | | | $ | — | | | $ | 818,940 | |
| | | | | | | | | | | | | | | | |
| (1) | After the elimination of the unrestricted subsidiaries and the physician groups |
DAVITA HEALTHCARE PARTNERS INC.
CONDENSED CONSOLIDATING STATEMENTS OF INCOME
(unaudited)
(dollars in thousands, except per share data)
Condensed Consolidating Statements of Income
| | | | | | | | | | | | | | | | |
For the three months ended September 30, 2013 | | Consolidated
Total | | | Physician
Groups | | | Unrestricted
Subsidiaries | | | Company and
Restricted
Subsidiaries(1) | |
Patient service operating revenues | | $ | 2,126,699 | | | $ | 32,880 | | | $ | — | | | $ | 2,093,819 | |
Less: Provision for uncollectible accounts | | | (74,477 | ) | | | (1,446 | ) | | | — | | | | (73,031 | ) |
| | | | | | | | | | | | | | | | |
Net patient service operating revenues | | | 2,052,222 | | | | 31,434 | | | | — | | | | 2,020,788 | |
Capitated revenues | | | 747,264 | | | | 392,040 | | | | — | | | | 355,224 | |
Other revenues | | | 200,100 | | | | 998 | | | | — | | | | 199,102 | |
| | | | | | | | | | | | | | | | |
Total net operating revenues | | | 2,999,586 | | | | 424,472 | | | | — | | | | 2,575,114 | |
Operating expenses | | | 2,622,512 | | | | 411,712 | | | | — | | | | 2,210,800 | |
| | | | | | | | | | | | | | | | |
Operating income | | | 377,074 | | | | 12,760 | | | | — | | | | 364,314 | |
Debt expense, refinancing charges and swap gains, net | | | (108,421 | ) | | | (2,296 | ) | | | — | | | | (106,125 | ) |
Other income | | | 2,113 | | | | (34 | ) | | | — | | | | 2,147 | |
Income tax expense | | | 100,930 | | | | (403 | ) | | | — | | | | 101,333 | |
| | | | | | | | | | | | | | | | |
Net income | | | 169,836 | | | | 10,833 | | | | — | | | | 159,003 | |
Minority interests | | | (33,208 | ) | | | — | | | | — | | | | (33,208 | ) |
| | | | | | | | | | | | | | | | |
Net income attributable to DaVita HealthCare Partners Inc. | | $ | 136,628 | | | $ | 10,833 | | | $ | — | | | $ | 125,795 | |
| | | | | | | | | | | | | | | | |
| | | | |
For the nine months ended September 30, 2013 | | | | | | | | | | | | |
Patient service operating revenues | | $ | 6,155,223 | | | $ | 88,050 | | | $ | — | | | $ | 6,067,173 | |
Less: Provision for uncollectible accounts | | | (216,725 | ) | | | (3,975 | ) | | | — | | | | (212,750 | ) |
| | | | | | | | | | | | | | | | |
Net patient service operating revenues | | | 5,938,498 | | | | 84,075 | | | | — | | | | 5,854,423 | |
Capitated revenues | | | 2,219,953 | | | | 1,170,166 | | | | — | | | | 1,049,787 | |
Other revenues | | | 542,390 | | | | 3,060 | | | | — | | | | 539,330 | |
| | | | | | | | | | | | | | | | |
Total net operating revenues | | | 8,700,841 | | | | 1,257,301 | | | | — | | | | 7,443,540 | |
Operating expenses | | | 7,634,886 | | | | 1,237,116 | | | | 23 | | | | 6,397,747 | |
| | | | | | | | | | | | | | | | |
Operating income | | | 1,065,955 | | | | 20,185 | | | | (23 | ) | | | 1,045,793 | |
Debt expense, refinancing charges and swap gains, net | | | (322,334 | ) | | | (12,111 | ) | | | — | | | | (310,223 | ) |
Other income | | | 1,337 | | | | (1 | ) | | | — | | | | 1,338 | |
Income tax expense | | | 245,266 | | | | 3,054 | | | | (9 | ) | | | 242,221 | |
| | | | | | | | | | | | | | | | |
Income from continuing operations | | | 499,692 | | | | 5,019 | | | | (14 | ) | | | 494,687 | |
Discontinued operations net of gain (loss) on disposal of discontinued operations | | | 13,236 | | | | — | | | | — | | | | 13,236 | |
| | | | | | | | | | | | | | | | |
Net income | | | 512,928 | | | | 5,019 | | | | (14 | ) | | | 507,923 | |
Minority interests | | | (91,760 | ) | | | — | | | | — | | | | (91,760 | ) |
| | | | | | | | | | | | | | | | |
Net income attributable to DaVita HealthCare Partners Inc. | | $ | 421,168 | | | $ | 5,019 | | | $ | (14 | ) | | $ | 416,163 | |
| | | | | | | | | | | | | | | | |
| (1) | After the elimination of the unrestricted subsidiaries and the physician groups |
DAVITA HEALTHCARE PARTNERS INC.
CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME
(unaudited)
(dollars in thousands, except per share data)
Condensed Consolidating Statements of Comprehensive Income
| | | | | | | | | | | | | | | | |
For the three months ended September 30, 2013 | | Consolidated
Total | | | Physician
Groups | | | Unrestricted
Subsidiaries | | | Company and
Restricted
Subsidiaries(1) | |
Net income | | $ | 169,836 | | | $ | 10,833 | | | $ | — | | | $ | 159,003 | |
Other comprehensive loss | | | (880 | ) | | | — | | | | — | | | | (880 | ) |
| | | | | | | | | | | | | | | | |
Total comprehensive income | | | 168,956 | | | | 10,833 | | | | — | | | | 158,123 | |
Less: comprehensive income attributable to the noncontrolling interests | | | (33,208 | ) | | | — | | | | — | | | | (33,208 | ) |
| | | | | | | | | | | | | | | | |
Comprehensive income attributable to DaVita HealthCare Partners Inc. | | $ | 135,748 | | | $ | 10,833 | | | $ | — | | | $ | 124,915 | |
| | | | | | | | | | | | | | | | |
| | | | |
For the nine months ended September 30, 2013 | | | | | | | | | | | | |
Net income | | $ | 512,928 | | | $ | 5,019 | | | $ | (14 | ) | | $ | 507,923 | |
Other comprehensive income | | | 11,083 | | | | — | | | | — | | | | 11,083 | |
| | | | | | | | | | | | | | | | |
Total comprehensive income | | | 524,011 | | | | 5,019 | | | | (14 | ) | | | 519,006 | |
Less: comprehensive income attributable to the noncontrolling interests | | | (91,760 | ) | | | — | | | | — | | | | (91,760 | ) |
| | | | | | | | | | | | | | | | |
Comprehensive income attributable to DaVita HealthCare Partners Inc. | | $ | 432,251 | | | $ | 5,019 | | | $ | (14 | ) | | $ | 427,246 | |
| | | | | | | | | | | | | | | | |
| (1) | After the elimination of the unrestricted subsidiaries and the physician groups |
DAVITA HEALTHCARE PARTNERS INC.
CONDENSED CONSOLIDATING BALANCE SHEETS
(unaudited)
(dollars in thousands, except per share data)
Condensed Consolidating Balance Sheets
| | | | | | | | | | | | | | | | |
As of September 30, 2013 | | Consolidated
Total | | | Physician
Groups | | | Unrestricted
Subsidiaries | | | Company and
Restricted
Subsidiaries(1) | |
Cash and cash equivalents | | $ | 970,694 | | | $ | 128,045 | | | $ | — | | | $ | 842,649 | |
Accounts receivable, net | | | 1,404,050 | | | | 223,405 | | | | — | | | | 1,180,645 | |
Other current assets | | | 1,006,664 | | | | 18,433 | | | | — | | | | 988,231 | |
| | | | | | | | | | | | | | | | |
Total current assets | | | 3,381,408 | | | | 369,883 | | | | — | | | | 3,011,525 | |
Property and equipment, net | | | 2,048,235 | | | | 5,992 | | | | — | | | | 2,042,243 | |
Amortizable intangibles, net | | | 2,059,568 | | | | 7,456 | | | | — | | | | 2,052,112 | |
Other long-term assets | | | 193,866 | | | | 59,843 | | | | 3,759 | | | | 130,264 | |
Goodwill | | | 9,144,242 | | | | 8,981 | | | | — | | | | 9,135,261 | |
| | | | | | | | | | | | | | | | |
Total assets | | $ | 16,827,319 | | | $ | 452,155 | | | $ | 3,759 | | | $ | 16,371,405 | |
| | | | | | | | | | | | | | | | |
Current liabilities | | $ | 2,453,126 | | | $ | 188,989 | | | $ | — | | | $ | 2,264,137 | |
Payables to parent | | | — | | | | 178,269 | | | | 3,759 | | | | (182,028 | ) |
Long-term debt and other long-term liabilities | | | 9,315,530 | | | | 92,722 | | | | — | | | | 9,222,808 | |
Noncontrolling interests subject to put provisions | | | 621,232 | | | | — | | | | — | | | | 621,232 | |
Total DaVita HealthCare Partners Inc. shareholders’ equity | | | 4,267,986 | | | | (7,825 | ) | | | — | | | | 4,275,811 | |
Noncontrolling interests not subject to put provisions | | | 169,445 | | | | — | | | | — | | | | 169,445 | |
| | | | | | | | | | | | | | | | |
Shareholder’s equity | | | 4,437,431 | | | | (7,825 | ) | | | — | | | | 4,445,256 | |
| | | | | | | | | | | | | | | | |
Total liabilities and shareholder’s equity | | $ | 16,827,319 | | | $ | 452,155 | | | $ | 3,759 | | | $ | 16,371,405 | |
| | | | | | | | | | | | | | | | |
| | | | |
As of December 31, 2012 | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 533,748 | | | $ | 132,362 | | | $ | — | | | $ | 401,386 | |
Accounts receivable, net | | | 1,424,303 | | | | 190,117 | | | | — | | | | 1,234,186 | |
Other current assets | | | 928,999 | | | | 6,301 | | | | — | | | | 922,698 | |
| | | | | | | | | | | | | | | | |
Total current assets | | | 2,887,050 | | | | 328,780 | | | | — | | | | 2,558,270 | |
Property and equipment, net | | | 1,872,370 | | | | 4,436 | | | | — | | | | 1,867,934 | |
Amortizable intangibles, net | | | 2,128,118 | | | | 6,287 | | | | — | | | | 2,121,831 | |
Other long-term assets | | | 174,345 | | | | 51,829 | | | | 3,782 | | | | 118,734 | |
Goodwill | | | 8,952,750 | | | | 9,055 | | | | — | | | | 8,943,695 | |
| | | | | | | | | | | | | | | | |
Total assets | | $ | 16,014,633 | | | $ | 400,387 | | | $ | 3,782 | | | $ | 15,610,464 | |
| | | | | | | | | | | | | | | | |
Current liabilities | | $ | 2,016,425 | | | $ | 210,303 | | | $ | — | | | $ | 1,806,122 | |
Payables to parent | | | — | | | | 108,261 | | | | 3,782 | | | | (112,043 | ) |
Long-term debt and other long-term liabilities | | | 9,500,591 | | | | 76,653 | | | | — | | | | 9,423,938 | |
Noncontrolling interests subject to put provisions | | | 580,692 | | | | — | | | | — | | | | 580,692 | |
Total DaVita HealthCare Partners Inc. shareholders’ equity | | | 3,763,137 | | | | 5,170 | | | | — | | | | 3,757,967 | |
Noncontrolling interests not subject to put provisions | | | 153,788 | | | | — | | | | — | | | | 153,788 | |
| | | | | | | | | | | | | | | | |
Shareholder’s equity | | | 3,916,925 | | | | 5,170 | | | | — | | | | 3,911,755 | |
| | | | | | | | | | | | | | | | |
Total liabilities and shareholder’s equity | | $ | 16,014,633 | | | $ | 400,387 | | | $ | 3,782 | | | $ | 15,610,464 | |
| | | | | | | | | | | | | | | | |
| (1) | After the elimination of the unrestricted subsidiaries and the physician groups |
DAVITA HEALTHCARE PARTNERS INC.
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
(unaudited)
(dollars in thousands, except per share data)
Condensed Consolidating Statements of Cash Flows
| | | | | | | | | | | | | | | | |
For the nine months ended September 30, 2013 | | Consolidated
Total | | | Physician
Groups | | | Unrestricted
Subsidiaries | | | Company and
Restricted
Subsidiaries(1) | |
Cash flows from operating activities: | | | | | | | | | | | | | | | | |
Net income | | $ | 512,928 | | | $ | 5,019 | | | $ | (14 | ) | | $ | 507,923 | |
Changes in operating and intercompany assets and liabilities and non-cash items included in net income | | | 906,226 | | | | 12,913 | | | | 14 | | | | 893,299 | |
| | | | | | | | | | | | | | | | |
Net cash provided by operating activities | | | 1,419,154 | | | | 17,932 | | | | — | | | | 1,401,222 | |
| | | | | | | | | | | | | | | | |
Cash flows from investing activities: | | | | | | | | | | | | | | | | |
Additions of property and equipment | | | (399,527 | ) | | | (2,442 | ) | | | — | | | | (397,085 | ) |
Acquisitions and divestitures, net | | | (234,802 | ) | | | — | | | | — | | | | (234,802 | ) |
Proceeds from discontinued operations | | | 62,282 | | | | — | | | | — | | | | 62,282 | |
Investments and other items | | | (5,039 | ) | | | — | | | | — | | | | (5,039 | ) |
| | | | | | | | | | | | | | | | |
Net cash used in by investing activities | | | (577,086 | ) | | | (2,442 | ) | | | — | | | | (574,644 | ) |
| | | | | | | | | | | | | | | | |
Cash flows from financing activities: | | | | | | | | | | | | | | | | |
Long-term debt | | | (384,301 | ) | | | — | | | | — | | | | (384,301 | ) |
Intercompany | | | — | | | | (19,807 | ) | | | — | | | | 19,807 | |
Other items | | | (19,922 | ) | | | — | | | | — | | | | (19,922 | ) |
| | | | | | | | | | | | | | | | |
Net cash used in financing activities | | | (404,223 | ) | | | (19,807 | ) | | | — | | | | (384,416 | ) |
| | | | | | | | | | | | | | | | |
Effect of exchange rate changes on cash | | | (899 | ) | | | — | | | | — | | | | (899 | ) |
Net increase (decrease) in cash | | | 436,946 | | | | (4,317 | ) | | | — | | | | 441,263 | |
Cash at beginning of year | | | 533,748 | | | | 132,362 | | | | — | | | | 401,386 | |
| | | | | | | | | | | | | | | | |
Cash at end of year | | $ | 970,694 | | | $ | 128,045 | | | $ | — | | | $ | 842,649 | |
| | | | | | | | | | | | | | | | |
| (1) | After the elimination of the unrestricted subsidiaries and the physician groups |
DAVITA HEALTHCARE PARTNERS INC.
CONDENSED CONSOLIDATING STATEMENTS OF INCOME
(unaudited)
(dollars in thousands, except per share data)
Condensed Consolidating Statements of Income
| | | | | | | | | | | | | | | | |
For the three months ended June 30, 2013 | | Consolidated
Total | | | Physician
Groups | | | Unrestricted
Subsidiaries | | | Company and
Restricted
Subsidiaries(1) | |
Patient service operating revenues | | $ | 2,048,651 | | | $ | 25,029 | | | $ | — | | | $ | 2,023,622 | |
Less: Provision for uncollectible accounts | | | (72,191 | ) | | | (1,919 | ) | | | — | | | | (70,272 | ) |
| | | | | | | | | | | | | | | | |
Net patient service operating revenues | | | 1,976,460 | | | | 23,110 | | | | — | | | | 1,953,350 | |
Capitated revenues | | | 710,074 | | | | 374,451 | | | | — | | | | 335,623 | |
Other revenues | | | 185,139 | | | | 1,859 | | | | — | | | | 183,280 | |
| | | | | | | | | | | | | | | | |
Total net operating revenues | | | 2,871,673 | | | | 399,420 | | | | — | | | | 2,472,253 | |
Operating expenses | | | 2,349,653 | | | | 406,734 | | | | 23 | | | | 1,942,896 | |
| | | | | | | | | | | | | | | | |
Operating income | | | 522,020 | | | | (7,314 | ) | | | (23 | ) | | | 529,357 | |
Debt expense, refinancing charges and swap gains, net | | | (108,096 | ) | | | (5,130 | ) | | | — | | | | (102,966 | ) |
Other (loss) income | | | (1,374 | ) | | | (9 | ) | | | — | | | | (1,365 | ) |
Income tax expense | | | 129,192 | | | | 2,444 | | | | (9 | ) | | | 126,757 | |
| | | | | | | | | | | | | | | | |
Net income | | | 283,358 | | | | (14,897 | ) | | | (14 | ) | | | 298,269 | |
Minority interests | | | (28,982 | ) | | | — | | | | — | | | | (28,982 | ) |
| | | | | | | | | | | | | | | | |
Net income attributable to DaVita HealthCare Partners Inc. | | $ | 254,376 | | | $ | (14,897 | ) | | $ | (14 | ) | | $ | 269,287 | |
| | | | | | | | | | | | | | | | |
| | | | |
For the six months ended June 30, 2013 | | | | | | | | | | | | |
Patient service operating revenues | | $ | 4,028,524 | | | $ | 55,170 | | | $ | — | | | $ | 3,973,354 | |
Less: Provision for uncollectible accounts | | | (142,248 | ) | | | (2,529 | ) | | | — | | | | (139,719 | ) |
| | | | | | | | | | | | | | | | |
Net patient service operating revenues | | | 3,886,276 | | | | 52,641 | | | | — | | | | 3,833,635 | |
Capitated revenues | | | 1,472,689 | | | | 778,126 | | | | — | | | | 694,563 | |
Other revenues | | | 342,290 | | | | 2,062 | | | | — | | | | 340,228 | |
| | | | | | | | | | | | | | | | |
Total net operating revenues | | | 5,701,255 | | | | 832,829 | | | | — | | | | 4,868,426 | |
Operating expenses | | | 5,012,374 | | | | 825,404 | | | | 23 | | | | 4,186,947 | |
| | | | | | | | | | | | | | | | |
Operating income | | | 688,881 | | | | 7,425 | | | | (23 | ) | | | 681,479 | |
Debt expense, refinancing charges and swap gains, net | | | (213,913 | ) | | | (9,815 | ) | | | — | | | | (204,098 | ) |
Other (loss) income | | | (776 | ) | | | 33 | | | | — | | | | (809 | ) |
Income tax expense | | | 144,336 | | | | 3,457 | | | | (9 | ) | | | 140,888 | |
| | | | | | | | | | | | | | | | |
Income from continuing operations | | | 329,856 | | | | (5,814 | ) | | | (14 | ) | | | 335,684 | |
Discontinued operations net of gain (loss) on disposal of discontinued operations | | | 13,236 | | | | — | | | | — | | | | 13,236 | |
| | | | | | | | | | | | | | | | |
Net income | | | 343,092 | | | | (5,814 | ) | | | (14 | ) | | | 348,920 | |
Minority interests | | | (58,552 | ) | | | — | | | | — | | | | (58,552 | ) |
| | | | | | | | | | | | | | | | |
Net income attributable to DaVita HealthCare Partners Inc. | | $ | 284,540 | | | $ | (5,814 | ) | | $ | (14 | ) | | $ | 290,368 | |
| | | | | | | | | | | | | | | | |
| (1) | After the elimination of the unrestricted subsidiaries and the physician groups |
DAVITA HEALTHCARE PARTNERS INC.
CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME
(unaudited)
(dollars in thousands, except per share data)
Condensed Consolidating Statements of Comprehensive Income
| | | | | | | | | | | | | | | | |
For the three months ended June 30, 2013 | | Consolidated
Total | | | Physician
Groups | | | Unrestricted
Subsidiaries | | | Company and
Restricted
Subsidiaries(1) | |
Net income | | $ | 283,358 | | | $ | (14,897 | ) | | $ | (14 | ) | | $ | 298,269 | |
Other comprehensive income | | | 13,407 | | | | — | | | | — | | | | 13,407 | |
| | | | | | | | | | | | | | | | |
Total comprehensive income | | | 296,765 | | | | (14,897 | ) | | | (14 | ) | | | 311,676 | |
Less: comprehensive income attributable to the noncontrolling interests | | | (28,982 | ) | | | — | | | | — | | | | (28,982 | ) |
| | | | | | | | | | | | | | | | |
Comprehensive income attributable to DaVita HealthCare Partners Inc. | | $ | 267,783 | | | $ | (14,897 | ) | | $ | (14 | ) | | $ | 282,694 | |
| | | | | | | | | | | | | | | | |
| | | | |
For the six months ended June 30, 2013 | | | | | | | | | | | | |
Net income | | $ | 343,092 | | | $ | (5,814 | ) | | $ | (14 | ) | | $ | 348,920 | |
Other comprehensive income | | | 11,963 | | | | — | | | | — | | | | 11,963 | |
| | | | | | | | | | | | | | | | |
Total comprehensive income | | | 355,055 | | | | (5,814 | ) | | | (14 | ) | | | 360,883 | |
Less: comprehensive income attributable to the noncontrolling interests | | | (58,552 | ) | | | — | | | | — | | | | (58,552 | ) |
| | | | | | | | | | | | | | | | |
Comprehensive income attributable to DaVita HealthCare Partners Inc. | | $ | 296,503 | | | $ | (5,814 | ) | | $ | (14 | ) | | $ | 302,331 | |
| | | | | | | | | | | | | | | | |
| (1) | After the elimination of the unrestricted subsidiaries and the physician groups |
DAVITA HEALTHCARE PARTNERS INC.
CONDENSED CONSOLIDATING BALANCE SHEETS
(unaudited)
(dollars in thousands, except per share data)
Condensed Consolidating Balance Sheets
| | | | | | | | | | | | | | | | |
As of June 30, 2013 | | Consolidated
Total | | | Physician
Groups | | | Unrestricted
Subsidiaries | | | Company and
Restricted
Subsidiaries(1) | |
Cash and cash equivalents | | $ | 617,904 | | | $ | 159,685 | | | $ | — | | | $ | 458,219 | |
Accounts receivable, net | | | 1,445,099 | | | | 225,219 | | | | — | | | | 1,219,880 | |
Other current assets | | | 1,068,831 | | | | 6,206 | | | | — | | | | 1,062,625 | |
| | | | | | | | | | | | | | | | |
Total current assets | | | 3,131,834 | | | | 391,110 | | | | — | | | | 2,740,724 | |
Property and equipment, net | | | 1,990,963 | | | | 6,237 | | | | — | | | | 1,984,726 | |
Amortizable intangibles, net | | | 2,076,933 | | | | 7,853 | | | | — | | | | 2,069,080 | |
Other long-term assets | | | 199,190 | | | | 65,597 | | | | 3,759 | | | | 129,834 | |
Goodwill | | | 9,056,589 | | | | 8,981 | | | | — | | | | 9,047,608 | |
| | | | | | | | | | | | | | | | |
Total assets | | $ | 16,455,509 | | | $ | 479,778 | | | $ | 3,759 | | | $ | 15,971,972 | |
| | | | | | | | | | | | | | | | |
Current liabilities | | $ | 2,214,888 | | | $ | 190,266 | | | $ | — | | | $ | 2,024,622 | |
Payables to parent | | | — | | | | 210,691 | | | | 3,759 | | | | (214,450 | ) |
Long-term debt and other long-term liabilities | | | 9,357,838 | | | | 87,216 | | | | — | | | | 9,270,622 | |
Noncontrolling interests subject to put provisions | | | 600,499 | | | | — | | | | — | | | | 600,499 | |
Total DaVita HealthCare Partners Inc. shareholders’ equity | | | 4,124,881 | | | | (8,395 | ) | | | — | | | | 4,133,276 | |
Noncontrolling interests not subject to put provisions | | | 157,403 | | | | — | | | | — | | | | 157,403 | |
| | | | | | | | | | | | | | | | |
Shareholder’s equity | | | 4,282,284 | | | | (8,395 | ) | | | — | | | | 4,290,679 | |
| | | | | | | | | | | | | | | | |
Total liabilities and shareholder’s equity | | $ | 16,455,509 | | | $ | 479,778 | | | $ | 3,759 | | | $ | 15,971,972 | |
| | | | | | | | | | | | | | | | |
As of December 31, 2012 | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 533,748 | | | $ | 132,362 | | | $ | — | | | $ | 401,386 | |
Accounts receivable, net | | | 1,424,303 | | | | 190,117 | | | | — | | | | 1,234,186 | |
Other current assets | | | 928,999 | | | | 6,301 | | | | — | | | | 922,698 | |
| | | | | | | | | | | | | | | | |
Total current assets | | | 2,887,050 | | | | 328,780 | | | | — | | | | 2,558,270 | |
Property and equipment, net | | | 1,872,370 | | | | 4,436 | | | | — | | | | 1,867,934 | |
Amortizable intangibles, net | | | 2,128,118 | | | | 6,287 | | | | — | | | | 2,121,831 | |
Other long-term assets | | | 174,345 | | | | 51,829 | | | | 3,782 | | | | 118,734 | |
Goodwill | | | 8,952,750 | | | | 9,055 | | | | — | | | | 8,943,695 | |
| | | | | | | | | | | | | | | | |
Total assets | | $ | 16,014,633 | | | $ | 400,387 | | | $ | 3,782 | | | $ | 15,610,464 | |
| | | | | | | | | | | | | | | | |
Current liabilities | | $ | 2,016,425 | | | $ | 210,303 | | | $ | — | | | $ | 1,806,122 | |
Payables to parent | | | — | | | | 108,261 | | | | 3,782 | | | | (112,043 | ) |
Long-term debt and other long-term liabilities | | | 9,500,591 | | | | 76,653 | | | | — | | | | 9,423,938 | |
Noncontrolling interests subject to put provisions | | | 580,692 | | | | — | | | | — | | | | 580,692 | |
Total DaVita HealthCare Partners Inc. shareholders’ equity | | | 3,763,137 | | | | 5,170 | | | | — | | | | 3,757,967 | |
Noncontrolling interests not subject to put provisions | | | 153,788 | | | | — | | | | — | | | | 153,788 | |
| | | | | | | | | | | | | | | | |
Shareholder’s equity | | | 3,916,925 | | | | 5,170 | | | | — | | | | 3,911,755 | |
| | | | | | | | | | | | | | | | |
Total liabilities and shareholder’s equity | | $ | 16,014,633 | | | $ | 400,387 | | | $ | 3,782 | | | $ | 15,610,464 | |
| | | | | | | | | | | | | | | | |
| (1) | After the elimination of the unrestricted subsidiaries and the physician groups |
DAVITA HEALTHCARE PARTNERS INC.
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
(unaudited)
(dollars in thousands, except per share data)
Condensed Consolidating Statements of Cash Flows
| | | | | | | | | | | | | | | | |
For the six months ended June 30, 2013 | | Consolidated
Total | | | Physician
Groups | | | Unrestricted
Subsidiaries | | | Company and
Restricted
Subsidiaries(1) | |
Cash flows from operating activities: | | | | | | | | | | | | | | | | |
Net income | | $ | 343,092 | | | $ | (5,814 | ) | | $ | (14 | ) | | $ | 348,920 | |
Changes in operating and intercompany assets and liabilities and non-cash items included in net income | | | 342,934 | | | | 44,601 | | | | 14 | | | | 298,319 | |
| | | | | | | | | | | | | | | | |
Net cash provided by operating activities | | | 686,026 | | | | 38,787 | | | | — | | | | 647,239 | |
| | | | | | | | | | | | | | | | |
Cash flows from investing activities: | | | | | | | | | | | | | | | | |
Additions of property and equipment | | | (258,396 | ) | | | (2,425 | ) | | | — | | | | (255,971 | ) |
Acquisitions and divestitures, net | | | (152,112 | ) | | | — | | | | — | | | | (152,112 | ) |
Proceeds from discontinued operations | | | 64,363 | | | | — | | | | — | | | | 64,363 | |
Investments and other items | | | (1,742 | ) | | | — | | | | — | | | | (1,742 | ) |
| | | | | | | | | | | | | | | | |
Net cash used in by investing activities | | | (347,887 | ) | | | (2,425 | ) | | | — | | | | (345,462 | ) |
| | | | | | | | | | | | | | | | |
Cash flows from financing activities: | | | | | | | | | | | | | | | | |
Long-term debt | | | (251,368 | ) | | | — | | | | — | | | | (251,368 | ) |
Intercompany | | | — | | | | (9,039 | ) | | | — | | | | 9,039 | |
Other items | | | (2,381 | ) | | | — | | | | — | | | | (2,381 | ) |
| | | | | | | | | | | | | | | | |
Net cash used in financing activities | | | (253,749 | ) | | | (9,039 | ) | | | — | | | | (244,710 | ) |
| | | | | | | | | | | | | | | | |
Effect of exchange rate changes on cash | | | (234 | ) | | | — | | | | — | | | | (234 | ) |
Net increase in cash | | | 84,156 | | | | 27,323 | | | | — | | | | 56,833 | |
Cash at beginning of year | | | 533,748 | | | | 132,362 | | | | — | | | | 401,386 | |
| | | | | | | | | | | | | | | | |
Cash at end of year | | $ | 617,904 | | | $ | 159,685 | | | $ | — | | | $ | 458,219 | |
| | | | | | | | | | | | | | | | |
| (1) | After the elimination of the unrestricted subsidiaries and the physician groups |
DAVITA HEALTHCARE PARTNERS INC.
CONDENSED CONSOLIDATING STATEMENTS OF INCOME
(unaudited)
(dollars in thousands, except per share data)
Condensed Consolidating Statements of Income
| | | | | | | | | | | | | | | | |
For the three months ended March 31, 2013 | | Consolidated
Total | | | Physician
Groups | | | Unrestricted
Subsidiaries | | | Company and
Restricted
Subsidiaries(1) | |
Patient service operating revenues | | $ | 1,979,873 | | | $ | 30,141 | | | $ | — | | | $ | 1,949,732 | |
Less: Provision for uncollectible accounts | | | (70,057 | ) | | | (610 | ) | | | — | | | | (69,447 | ) |
| | | | | | | | | | | | | | | | |
Net patient service operating revenues | | | 1,909,816 | | | | 29,531 | | | | — | | | | 1,880,285 | |
Capitated revenues | | | 762,615 | | | | 403,675 | | | | — | | | | 358,940 | |
Other revenues | | | 157,151 | | | | 203 | | | | — | | | | 156,948 | |
| | | | | | | | | | | | | | | | |
Total net operating revenues | | | 2,829,582 | | | | 433,409 | | | | — | | | | 2,396,173 | |
Operating expenses | | | 2,662,721 | | | | 418,670 | | | | — | | | | 2,244,051 | |
| | | | | | | | | | | | | | | | |
Operating income | | | 166,861 | | | | 14,739 | | | | — | | | | 152,122 | |
Debt expense, refinancing charges and swap gains, net | | | (105,817 | ) | | | (4,685 | ) | | | — | | | | (101,132 | ) |
Other income | | | 598 | | | | 42 | | | | — | | | | 556 | |
Income tax expense | | | 15,144 | | | | 1,013 | | | | — | | | | 14,131 | |
| | | | | | | | | | | | | | | | |
Income from continuing operations | | | 46,498 | | | | 9,083 | | | | — | | | | 37,415 | |
Discontinued operations net of gain (loss) on disposal of discontinued operations | | | 13,236 | | | | — | | | | — | | | | 13,236 | |
| | | | | | | | | | | | | | | | |
Net income | | | 59,734 | | | | 9,083 | | | | — | | | | 50,651 | |
Minority interests | | | (29,570 | ) | | | — | | | | — | | | | (29,570 | ) |
| | | | | | | | | | | | | | | | |
Net income attributable to DaVita HealthCare Partners Inc. | | $ | 30,164 | | | $ | 9,083 | | | $ | — | | | $ | 21,081 | |
| | | | | | | | | | | | | | | | |
| (1) | After the elimination of the unrestricted subsidiaries and the physician groups |
DAVITA HEALTHCARE PARTNERS INC.
CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME
(unaudited)
(dollars in thousands, except per share data)
Condensed Consolidating Statements of Comprehensive Income
| | | | | | | | | | | | | | | | |
For the three months ended March 31, 2013 | | Consolidated
Total | | | Physician
Groups | | | Unrestricted
Subsidiaries | | | Company and
Restricted
Subsidiaries(1) | |
Net income | | $ | 59,734 | | | $ | 9,083 | | | $ | — | | | $ | 50,651 | |
Other comprehensive loss | | | (1,444 | ) | | | — | | | | — | | | | (1,444 | ) |
| | | | | | | | | | | | | | | | |
Total comprehensive income | | | 58,290 | | | | 9,083 | | | | — | | | | 49,207 | |
Less: comprehensive income attributable to the noncontrolling interests | | | (29,570 | ) | | | — | | | | — | | | | (29,570 | ) |
| | | | | | | | | | | | | | | | |
Comprehensive income attributable to DaVita HealthCare Partners Inc. | | $ | 28,720 | | | $ | 9,083 | | | $ | — | | | $ | 19,637 | |
| | | | | | | | | | | | | | | | |
| (1) | After the elimination of the unrestricted subsidiaries and the physician groups |
DAVITA HEALTHCARE PARTNERS INC.
CONDENSED CONSOLIDATING BALANCE SHEETS
(unaudited)
(dollars in thousands, except per share data)
Condensed Consolidating Balance Sheets
| | | | | | | | | | | | | | | | |
As of March 31, 2013 | | Consolidated
Total | | | Physician
Groups | | | Unrestricted
Subsidiaries | | | Company and
Restricted
Subsidiaries(1) | |
Cash and cash equivalents | | $ | 699,671 | | | $ | 135,905 | | | $ | — | | | $ | 563,766 | |
Accounts receivable, net | | | 1,516,642 | | | | 239,321 | | | | — | | | | 1,277,321 | |
Other current assets | | | 974,855 | | | | 5,771 | | | | — | | | | 969,084 | |
| | | | | | | | | | | | | | | | |
Total current assets | | | 3,191,168 | | | | 380,997 | | | | — | | | | 2,810,171 | |
Property and equipment, net | | | 1,915,453 | | | | 4,180 | | | | — | | | | 1,911,273 | |
Amortizable intangibles, net | | | 2,104,044 | | | | 6,014 | | | | — | | | | 2,098,030 | |
Other long-term assets | | | 187,777 | | | | 55,560 | | | | 3,782 | | | | 128,435 | |
Goodwill | | | 9,015,035 | | | | 7,805 | | | | — | | | | 9,007,230 | |
| | | | | | | | | | | | | | | | |
Total assets | | $ | 16,413,477 | | | $ | 454,556 | | | $ | 3,782 | | | $ | 15,955,139 | |
| | | | | | | | | | | | | | | | |
Current liabilities | | $ | 2,325,239 | | | $ | 209,573 | | | $ | — | | | $ | 2,115,666 | |
Payables to parent | | | — | | | | 157,172 | | | | 3,782 | | | | (160,954 | ) |
Long-term debt and other long-term liabilities | | | 9,525,813 | | | | 82,520 | | | | — | | | | 9,443,293 | |
Noncontrolling interests subject to put provisions | | | 605,894 | | | | — | | | | — | | | | 605,894 | |
Total DaVita HealthCare Partners Inc. shareholders’ equity | | | 3,799,442 | | | | 5,291 | | | | — | | | | 3,794,151 | |
Noncontrolling interests not subject to put provisions | | | 157,089 | | | | — | | | | — | | | | 157,089 | |
| | | | | | | | | | | | | | | | |
Shareholder’s equity | | | 3,956,531 | | | | 5,291 | | | | — | | | | 3,951,240 | |
| | | | | | | | | | | | | | | | |
Total liabilities and shareholder’s equity | | $ | 16,413,477 | | | $ | 454,556 | | | $ | 3,782 | | | $ | 15,955,139 | |
| | | | | | | | | | | | | | | | |
As of December 31, 2012 | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 533,748 | | | $ | 132,362 | | | $ | — | | | $ | 401,386 | |
Accounts receivable, net | | | 1,424,303 | | | | 190,117 | | | | — | | | | 1,234,186 | |
Other current assets | | | 928,999 | | | | 6,301 | | | | — | | | | 922,698 | |
| | | | | | | | | | | | | | | | |
Total current assets | | | 2,887,050 | | | | 328,780 | | | | — | | | | 2,558,270 | |
Property and equipment, net | | | 1,872,370 | | | | 4,436 | | | | — | | | | 1,867,934 | |
Amortizable intangibles, net | | | 2,128,118 | | | | 6,287 | | | | — | | | | 2,121,831 | |
Other long-term assets | | | 174,345 | | | | 51,829 | | | | 3,782 | | | | 118,734 | |
Goodwill | | | 8,952,750 | | | | 9,055 | | | | — | | | | 8,943,695 | |
| | | | | | | | | | | | | | | | |
Total assets | | $ | 16,014,633 | | | $ | 400,387 | | | $ | 3,782 | | | $ | 15,610,464 | |
| | | | | | | | | | | | | | | | |
Current liabilities | | $ | 2,016,425 | | | $ | 210,303 | | | $ | — | | | $ | 1,806,122 | |
Payables to parent | | | — | | | | 108,261 | | | | 3,782 | | | | (112,043 | ) |
Long-term debt and other long-term liabilities | | | 9,500,591 | | | | 76,653 | | | | — | | | | 9,423,938 | |
Noncontrolling interests subject to put provisions | | | 580,692 | | | | — | | | | — | | | | 580,692 | |
Total DaVita HealthCare Partners Inc. shareholders’ equity | | | 3,763,137 | | | | 5,170 | | | | — | | | | 3,757,967 | |
Noncontrolling interests not subject to put provisions | | | 153,788 | | | | — | | | | — | | | | 153,788 | |
| | | | | | | | | | | | | | | | |
Shareholder’s equity | | | 3,916,925 | | | | 5,170 | | | | — | | | | 3,911,755 | |
| | | | | | | | | | | | | | | | |
Total liabilities and shareholder’s equity | | $ | 16,014,633 | | | $ | 400,387 | | | $ | 3,782 | | | $ | 15,610,464 | |
| | | | | | | | | | | | | | | | |
| (1) | After the elimination of the unrestricted subsidiaries and the physician groups |
DAVITA HEALTHCARE PARTNERS INC.
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
(unaudited)
(dollars in thousands, except per share data)
Condensed Consolidating Statements of Cash Flows
| | | | | | | | | | | | | | | | |
For the three months ended March 31, 2013 | | Consolidated
Total | | | Physician
Groups | | | Unrestricted
Subsidiaries | | | Company and
Restricted
Subsidiaries(1) | |
Cash flows from operating activities: | | | | | | | | | | | | | | | | |
Net income | | $ | 59,734 | | | $ | 9,083 | | | $ | — | | | $ | 50,651 | |
Changes in operating and intercompany assets and liabilities and non-cash items included in net income | | | 319,473 | | | | 2,214 | | | | — | | | | 317,259 | |
| | | | | | | | | | | | | | | | |
Net cash provided by operating activities | | | 379,207 | | | | 11,297 | | | | — | | | | 367,910 | |
| | | | | | | | | | | | | | | | |
Cash flows from investing activities: | | | | | | | | | | | | | | | | |
Additions of property and equipment | | | (116,724 | ) | | | (42 | ) | | | — | | | | (116,682 | ) |
Acquisitions and divestitures, net | | | (91,498 | ) | | | — | | | | — | | | | (91,498 | ) |
Proceeds from discontinued operations | | | 62,357 | | | | — | | | | — | | | | 62,357 | |
Investments and other items | | | (146 | ) | | | — | | | | — | | | | (146 | ) |
| | | | | | | | | | | | | | | | |
Net cash used in by investing activities | | | (146,011 | ) | | | (42 | ) | | | — | | | | (145,969 | ) |
| | | | | | | | | | | | | | | | |
Cash flows from financing activities: | | | | | | | | | | | | | | | | |
Long-term debt | | | (63,687 | ) | | | — | | | | — | | | | (63,687 | ) |
Intercompany | | | — | | | | (7,712 | ) | | | — | | | | 7,712 | |
Other items | | | (3,705 | ) | | | — | | | | — | | | | (3,705 | ) |
| | | | | | | | | | | | | | | | |
Net cash used in financing activities | | | (67,392 | ) | | | (7,712 | ) | | | — | | | | (59,680 | ) |
| | | | | | | | | | | | | | | | |
Effect of exchange rate changes on cash | | | 119 | | | | — | | | | — | | | | 119 | |
Net increase in cash | | | 165,923 | | | | 3,543 | | | | — | | | | 162,380 | |
Cash at beginning of year | | | 533,748 | | | | 132,362 | | | | — | | | | 401,386 | |
| | | | | | | | | | | | | | | | |
Cash at end of year | | $ | 699,671 | | | $ | 135,905 | | | $ | — | | | $ | 563,766 | |
| | | | | | | | | | | | | | | | |
| (1) | After the elimination of the unrestricted subsidiaries and the physician groups |
DAVITA HEALTHCARE PARTNERS INC.
CONDENSED CONSOLIDATING STATEMENTS OF INCOME
(unaudited)
(dollars in thousands, except per share data)
Condensed Consolidating Statements of Income
| | | | | | | | | | | | | | | | |
For the year ended December 31, 2012 | | Consolidated
Total | | | Physician
Groups | | | Unrestricted
Subsidiaries | | | Company and
Restricted
Subsidiaries(1) | |
Patient service operating revenues | | $ | 7,351,900 | | | $ | 20,052 | | | $ | — | | | $ | 7,331,848 | |
Less: Provision for uncollectible accounts | | | (235,218 | ) | | | (686 | ) | | | — | | | | (234,532 | ) |
| | | | | | | | | | | | | | | | |
Net patient service operating revenues | | | 7,116,682 | | | | 19,366 | | | | — | | | | 7,097,316 | |
Capitated revenues | | | 419,431 | | | | 248,592 | | | | — | | | | 170,839 | |
Other revenues | | | 650,167 | | | | 487 | | | | — | | | | 649,680 | |
| | | | | | | | | | | | | | | | |
Total net operating revenues | | | 8,186,280 | | | | 268,445 | | | | — | | | | 7,917,835 | |
Operating expenses | | | 6,889,196 | | | | 268,205 | | | | (1,372 | ) | | | 6,622,363 | |
| | | | | | | | | | | | | | | | |
Operating income | | | 1,297,084 | | | | 240 | | | | 1,372 | | | | 1,295,472 | |
Debt expense, refinancing charges and swap gains, net | | | (299,517 | ) | | | (1,386 | ) | | | — | | | | (298,131 | ) |
Other income | | | 3,737 | | | | 54 | | | | — | | | | 3,683 | |
Income tax expense | | | 359,845 | | | | — | | | | 549 | | | | 359,296 | |
| | | | | | | | | | | | | | | | |
Income from continuing operations | | | 641,459 | | | | (1,092 | ) | | | 823 | | | | 641,728 | |
Discontinued operations net of gain (loss) on disposal of discontinued operations | | | (222 | ) | | | — | | | | — | | | | (222 | ) |
| | | | | | | | | | | | | | | | |
Net income | | | 641,237 | | | | (1,092 | ) | | | 823 | | | | 641,506 | |
Minority interests | | | (105,220 | ) | | | — | | | | — | | | | (105,220 | ) |
| | | | | | | | | | | | | | | | |
Net income attributable to DaVita HealthCare Partners Inc. | | $ | 536,017 | | | $ | (1,092 | ) | | $ | 823 | | | $ | 536,286 | |
| | | | | | | | | | | | | | | | |
| (1) | After the elimination of the unrestricted subsidiaries and the physician groups |
DAVITA HEALTHCARE PARTNERS INC.
CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME
(unaudited)
(dollars in thousands, except per share data)
Condensed Consolidating Statements of Comprehensive Income
| | | | | | | | | | | | | | | | |
For the year ended December 31, 2012 | | Consolidated
Total | | | Physician
Groups | | | Unrestricted
Subsidiaries | | | Company and
Restricted
Subsidiaries(1) | |
Net income | | $ | 641,237 | | | $ | (1,092 | ) | | $ | 823 | | | $ | 641,506 | |
Other comprehensive income | | | 4,187 | | | | — | | | | — | | | | 4,187 | |
| | | | | | | | | | | | | | | | |
Total comprehensive income | | | 645,424 | | | | (1,092 | ) | | | 823 | | | | 645,693 | |
Less: comprehensive income attributable to the noncontrolling interests | | | (105,220 | ) | | | — | | | | — | | | | (105,220 | ) |
| | | | | | | | | | | | | | | | |
Comprehensive income attributable to DaVita HealthCare Partners Inc. | | $ | 540,204 | | | $ | (1,092 | ) | | $ | 823 | | | $ | 540,473 | |
| | | | | | | | | | | | | | | | |
| (1) | After the elimination of the unrestricted subsidiaries and the physician groups |
DAVITA HEALTHCARE PARTNERS INC.
CONDENSED CONSOLIDATING BALANCE SHEETS
(unaudited)
(dollars in thousands, except per share data)
Condensed Consolidating Balance Sheets
| | | | | | | | | | | | | | | | |
As of December 31, 2012 | | Consolidated
Total | | | Physician
Groups | | | Unrestricted
Subsidiaries | | | Company and
Restricted
Subsidiaries(1) | |
Cash and cash equivalents | | $ | 533,748 | | | $ | 132,362 | | | $ | — | | | $ | 401,386 | |
Accounts receivable, net | | | 1,424,303 | | | | 190,117 | | | | — | | | | 1,234,186 | |
Other current assets | | | 928,999 | | | | 6,301 | | | | — | | | | 922,698 | |
| | | | | | | | | | | | | | | | |
Total current assets | | | 2,887,050 | | | | 328,780 | | | | — | | | | 2,558,270 | |
Property and equipment, net | | | 1,872,370 | | | | 4,436 | | | | — | | | | 1,867,934 | |
Amortizable intangibles, net | | | 2,128,118 | | | | 6,287 | | | | — | | | | 2,121,831 | |
Other long-term assets | | | 174,345 | | | | 51,829 | | | | 3,782 | | | | 118,734 | |
Goodwill | | | 8,952,750 | | | | 9,055 | | | | — | | | | 8,943,695 | |
| | | | | | | | | | | | | | | | |
Total assets | | $ | 16,014,633 | | | $ | 400,387 | | | $ | 3,782 | | | $ | 15,610,464 | |
| | | | | | | | | | | | | | | | |
Current liabilities | | $ | 2,016,425 | | | $ | 210,303 | | | $ | — | | | $ | 1,806,122 | |
Payables to parent | | | — | | | | 108,261 | | | | 3,782 | | | | (112,043 | ) |
Long-term debt and other long-term liabilities | | | 9,500,591 | | | �� | 76,653 | | | | — | | | | 9,423,938 | |
Noncontrolling interests subject to put provisions | | | 580,692 | | | | — | | | | — | | | | 580,692 | |
Total DaVita HealthCare Partners Inc. shareholders’ equity | | | 3,763,137 | | | | 5,170 | | | | — | | | | 3,757,967 | |
Noncontrolling interests not subject to put provisions | | | 153,788 | | | | — | | | | — | | | | 153,788 | |
| | | | | | | | | | | | | | | | |
Shareholder’s equity | | | 3,916,925 | | | | 5,170 | | | | — | | | | 3,911,755 | |
| | | | | | | | | | | | | | | | |
Total liabilities and shareholder’s equity | | $ | 16,014,633 | | | $ | 400,387 | | | $ | 3,782 | | | $ | 15,610,464 | |
| | | | | | | | | | | | | | | | |
| (1) | After the elimination of the unrestricted subsidiaries and the physician groups |
DAVITA HEALTHCARE PARTNERS INC.
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
(unaudited)
(dollars in thousands, except per share data)
Condensed Consolidating Statements of Cash Flows
| | | | | | | | | | | | | | | | |
For the year ended December 31, 2012 | | Consolidated
Total | | | Physician
Groups | | | Unrestricted
Subsidiaries | | | Company and
Restricted
Subsidiaries(1) | |
Cash flows from operating activities: | | | | | | | | | | | | | | | | |
Net income | | $ | 641,237 | | | $ | (1,092 | ) | | $ | 823 | | | $ | 641,506 | |
Changes in operating and intercompany assets and liabilities and non-cash items included in net income | | | 459,611 | | | | (26,549 | ) | | | (823 | ) | | | 486,983 | |
| | | | | | | | | | | | | | | | |
Net cash provided by (used in) operating activities | | | 1,100,848 | | | | (27,641 | ) | | | — | | | | 1,128,489 | |
| | | | | | | | | | | | | | | | |
Cash flows from investing activities: | | | | | | | | | | | | | | | | |
Additions of property and equipment | | | (550,146 | ) | | | (4,794 | ) | | | — | | | | (545,352 | ) |
Acquisitions and divestitures, net | | | (4,294,077 | ) | | | — | | | | — | | | | (4,294,077 | ) |
Proceeds from discontinued operations | | | 3,559 | | | | — | | | | — | | | | 3,559 | |
Investments and other items | | | 8,214 | | | | — | | | | — | | | | 8,214 | |
| | | | | | | | | | | | | | | | |
Net cash used in investing activities | | | (4,832,450 | ) | | | (4,794 | ) | | | — | | | | (4,827,656 | ) |
| | | | | | | | | | | | | | | | |
Cash flows from financing activities: | | | | | | | | | | | | | | | | |
Long-term debt | | | 3,904,893 | | | | — | | | | — | | | | 3,904,893 | |
Intercompany | | | — | | | | 164,797 | | | | — | | | | (164,797 | ) |
Other items | | | (32,509 | ) | | | — | | | | — | | | | (32,509 | ) |
| | | | | | | | | | | | | | | | |
Net cash provided by financing activities | | | 3,872,384 | | | | 164,797 | | | | — | | | | 3,707,587 | |
| | | | | | | | | | | | | | | | |
Effect of exchange rate changes on cash | | | (786 | ) | | | — | | | | — | | | | (786 | ) |
Net increase in cash | | | 139,996 | | | | 132,362 | | | | — | | | | 7,634 | |
Cash at beginning of year | | | 393,752 | | | | — | | | | — | | | | 393,752 | |
| | | | | | | | | | | | | | | | |
Cash at end of year | | $ | 533,748 | | | $ | 132,362 | | | $
| —
|
| | $ | 401,386 | |
| | | | | | | | | | | | | | | | |
| (1) | After the elimination of the unrestricted subsidiaries and the physician groups |
