Fresenius Medical Care AG (FME) Earnings Call Transcript

Good morning, ladies and gentlemen. My name is Dieter Schenk. As Chairman of the Supervisory Board are hereby open in the Annual General Meeting 2023; of Fresenius Medical Care AG & Co. KGaA and in accordance with the Articles of Association, take the chair at this Annual General Meeting. On behalf of the Supervisory Board of Fresenius Medical Care AG & Co. KGaA as well as the Management Board of the General Partner, Fresenius Medical Care Management AG, I would like to welcome you the shareholders. the shareholder representatives, representatives of the press and all the other viewers who are following today's annual general meeting in audio and image via the Internet. Ladies and gentlemen, let me start with the following organizational information. Fresenius Medical Care is a globally operating company. English is our corporate language. Simultaneous interpreters make sure that you can follow the AGM in English or German. The language in which you follow the Annual General Meeting can be set on the shareholder portal. Viewers following the Annual General Meeting via our website can also change the language layer there. I would like to extend a warm welcome to the members of the Management Board and the Supervisory Board. The General Partner is represented today by all members of the Management Board here at the venue of the Annual General Meeting in Frankfurt am Main in the Congress Center Messe Frankfurt in Ludwig-Erhard-Anlage. Let me introduce them personally. Mrs. Helen Giza, is Chairman of the Management Board and also acting Chief Financial Officer. Mr. Franklin W. Maddux is Global Chief Medical Officer. Dr. Katarzyna Mazur-Hofsab is member of the management board responsible for the business segment Care Enablement, where Fresenius Medical Care combines its product business under the global MedTech umbrella. Mr. William Valle, member of the Management Board is responsible for the business segment Care Delivery, which combined the global care delivery business. The personnel changes, which have taken place in the management Board of the General Partner, which has taken place there will be addressed by me in detail after Mrs. Giza's presentation. From the Supervisory Board of our company, I would like to welcome the Deputy Chairman, Mr. Rolf Classon as well as the further members, Mr. Gregory Sorensen, Dr. Dorothea Wenzel, Mrs. Pascale Witz; and Professor Dr. Gregor Zund. The acting members of the Supervisory Board are therefore also all present. I would also like to welcome the notary, Dr. [indiscernible], who is present here in this room and entrusted with keeping the minutes of our Annual General Meeting. Also present here but currently not visible to you are the proxies appointed by the company, [ Mrs. Mara Sensal ] and Dr. [ Eric ] Martin Wolf. The representatives of PricewaterhouseCoopers GmbH Wirtschaftsprufungsgesellschaft, the auditor for the financial year 2022. And some of the company's employees and service providers who ensure the proper conduct of the Annual General Meeting and provide technical support. Ladies and gentlemen, the general partner has resolved with the approval of the Supervisory Board toward this year's Annual General Meeting as a virtual Annual General Meeting without the physical presence of the shareholders and their proxies. On the basis of the corresponding statutory transitional provision, we are using the new virtual format for the AGM for the first time which a legislator established in July 2022 as an equivalent alternative to an Annual General Meeting in person. Due to the new virtual format, our shareholders can exercise their shareholders' rights worldwide without much effort. And thanks to the formal framework we can engage in an interactive dialogue with you. In order to be able to also hold future AGMs virtually, the general partner and the Supervisory Board propose under Item 7 of today's agenda that an authorization limited to 2 years to hold virtual AGMs be included in the Articles of Association. For this, we ask for your approval. In this way, we can continue to ensure that the Annual General Meeting is held safely and on time in the future regardless of external influences. In this context, I would like to expressly point out that such an amendment to the Articles of Association does not preclude the holding of an Annual General Meeting in presence. However, the format in which the Annual General Meeting is to be held is to be decided on a case-by-case basis. Here of particular interest are safeguarding the shareholders' rights as well as aspects such as health protection for those involved, efforts and costs and sustainability considerations. This was also the guiding principle for the General Partner and Supervisory Board as regards to today's Annual General Meeting. What does the new virtual format of today's AGM mean in concrete terms? As with physical annual general meetings, [indiscernible] shareholders and their representatives have all rights to speak, provide information and propose motions today. They can be exercised exclusively by video communication via the password-protected shareholder portal. Shareholders and their proxies cannot participate physically here on this location with the exception of the proxies appointed by the company. For speeches and motions, the law already stipulates that these rights must be exercised in the virtual shareholders' meetings by means of video communication. As Chair of the meeting, I have determined in accordance with Section 131-1 of the Stock Corporation Act that the right to information at the AGM can also be exercised exclusively by means of video communication that is during the speeches. This makes it easier for other shareholders to follow our speeches, motions, questions and their answers through the video transmission of the meeting. We will collect the questions asked by you and answer them afterwards. Should any further questions arise from the answers to a question, any shareholder may ask them again. I will explain the procedure for you how to speak in a moment. In order to help you prepare for today's meeting, Mrs. Giza's speech script has already been published on May 10, 2023 on our company website. Our shareholders registered for the Annual General Meeting and their proxies can follow the entire AGM live in video and audio via the password-protected shareholder portal for the Annual General Meeting. Information and how to reach the shareholder portal and on the access data can be found in the conveying notice and in your registration documents, which you received by mail or e-mail. My introductory remarks and the speech by the chairwoman of the Management Board will also be broadcast on the Internet for interested members of the public. This part of the AGM will be recorded and later also made available on the company's website. The other parts of the Annual General Meeting will not be recorded. Audio or video recordings are not permitted. No stenographic minutes of the entire Annual General Meeting will be -- will not be prepared. Only the questions and motions put by shareholders and shareholder representatives will be recorded in preparation for the answers and any necessary votes. We have carefully examined the necessary technical arrangements for the live transmission together with the service providers commissioned. The notary public has also had this arrangement explained to him in detail and has been able to see for himself how the technology works and functions. Should a live transmission be interrupted unexpectedly, please be patient. If the connection cannot be restored, we will provide you with further information via our shareholder portal. For individual technical problems, please contact our hotline directly. The contact details are provided on the homepage of the shareholder portal on the Internet. Unlike at the physical AGM, shareholders do not attend in person today, but will instead be connected live in picture and sound by video communication. If you wish to speak at today's AGM, as questions, propose a motion or make a nomination, I would therefore ask you to register already now at our virtual registration desk. I would therefore ask you to register now at our virtual registration desk. Please use the password-protected shareholder portal and click on the request to speak or motion button. Please enter a telephone number in the corresponding input field in a shareholder portal so that we can contact you in the event of technical problems. You can test for yourself in the shareholder portal, whether your camera and microphone work together with your Internet browser. Please use this option if you plan to speak at today's AGM. In the interest of all shareholders and to enable today's AGM to be held without delay, I would like to point out that only speeches relating to today's agenda are permitted. Please bear this in mind when requesting to speak. Requests to speak may be made in the shareholders' portal until the end of the general debate or until the list of speakers is closed. Motions can also be made afterwards. We will call by name the persons who have requested to speak or who have announced a motion. The person's call can then enter our virtual waiting room via the shareholder portal. This is a video conferencing system within the shareholder portal, which connects your live by video so that you can speak at the AGM. While you are in the virtual waiting room, all the other function of the shareholder portal can still be used. As the capacity in this virtual waiting room is limited for technical reasons, I will divide the speakers into several speakers block as at a physical AGM. In each case, I will call all the persons who are scheduled for the next speakers block. The person's called will then be asked in the shareholder portal to enter the virtual waiting room unless they haven't entered it already. Upon entering the virtual waiting room, the called speakers would switch from the slightly delayed live stream broadcast of the AGM to a real-time broadcast in the virtual waiting room. After having entered the virtual waiting room, you will be contacted by a member of staff who will work with you to check the functionality of the video communication that is the transmission of sound and images. Functioning video communication is a prerequisite for me to be able to give you the floor. Without this, we will unfortunately have to reject your contribution or if the connection to your discontinuous during a contribution terminated prematurely. Due to capacity constraints, it may take a moment for the staff to make contact and check the functions. Therefore, we ask for a little patience already right now. As soon as I give you the floor during the general debate, you will be connected to us and will be able to speak to us at AGM live via video communication. So please, when you are in the virtual waiting room, be prepared to be called on me by -- at any time. I would like to point out that also we are translating the contributions during this AGM into English, the German language is the binding language. Therefore, if you wish to speak, you must do so in German. Contributions in English cannot be included in the minutes either. The AGM has been organized in such a way that the contributions and questions must be in German. I would also like to explain how you can exercise those shareholder rights that cannot be exercised via video communication. Voting rights can only be exercised by postal ballot or by granting power of attorney or issuing instructions to the proxies appointed by the company. This also applies to the authorization of third parties, voting by postal vote and authorizing proxies or a third party have also been possible before the meeting via the shareholder portal on the Internet. Today, the exercise of voting rights and the amendment or revocation of instructions and powers of attorney or postal ballots already issued are only possible via the shareholder portal and only up to the point in time specified by me during the voting. After the general debate, I will inform you later of the exact time in due time. In this connection, I would also like to point out that for technical reasons, in the live stream, there may be time delays in broadcasting the AGM. Therefore, please submit your statement early enough if you have not already done. If authorized or intend to authorize a third party, that is not the proxies nominated by the company, please make sure that the authorized person still has sufficient time to exercise the voting right. I will explain details of the voting procedure to you later. From the beginning to the end of the AGM, shareholders and the representatives who have registered and are connected electronically can use the shareholder portal to object the resolutions of the AGM. And in accordance with Sections 130a 1-5 of the Stock Corporation Act request that questions be recorded in the notarized minutes as not answered or not answered sufficiently. Both can be done via the correspondingly marked button in the shareholder portal. The notary will be informed of this immediately by e-mail. If you wish to make use of one of these options, please do not wait to do so until the last minute because there may be delays in the Internet transmission. If have authorized or intend to authorize a third party, that is not the proxies nominated by the company, please make sure that the other person still has sufficient time to access the right. I will explain details of the voting procedure to you later. Properly registered shareholders and representatives also had the opportunity to send us in advanced comments on the items of the agenda in text from -- via the shareholder portal. No use made of this option within the period provided for this purpose. Ladies and gentlemen, before we proceed to the agenda, I would like to address some necessary formalities. I stated a convening of today's AGM was published in new form and time in the Federal Gazette on 30 March 2023, a reference copy of the publication of the notice of the Annual General Meeting in the Federal Gazette of 30th March 2023 has been submitted to the notary public and will be attached by him to the minutes. A version with identical content is also available on the company's website during the Annual General Meeting. Since the convening on 30th March, our prescribed documents and information have been made available on the company's website and can be accessed there for the entire duration of this virtual AGM. So I may assume that they are known. They are also available here in the meeting room. The company also made a notification under convening of the meeting in due time in according to the Section 125 of the German Stock Corporation Act. Therefore, I hereby state that the AGM has been convened as provided by law and the Articles of Association. The company has not received any countermotions or election proposals to be made accessible for any of the items on the agenda. The attendance list will be updated continuously until the end of the AGM. It will shortly be available for inspection by registered shareholders and their proxies via the shareholder portal and will then also be available for inspection here in the meeting room. I will announce the attendance later. These were my organizational remarks. Ladies and gentlemen, before we move straight on to the agenda for today's AGM. I would like to say a few words about the planned change in the legal form of the company from a partnership limited by shares to a stock corporation. The change of legal form must be approved by the AGM. We will ask you dear shareholders for this approval at an extraordinary AGM to be held on July 14 of this year. Due to the necessary preparatory measures, it was unfortunately not possible to include a resolution on the change of legal form into the agenda of today's AGM for you to ask questions and vote on it here and now. As the change of legal form is not on today's agenda, we ask for your understanding. We cannot go into detail on this now and here, but reserve questions on this for the extraordinary AGM. Ladies and gentlemen, let us now proceed in addressing the items of our agenda. The agenda has been made available on the company's website since the AGM was convened. You have also received the information on this via your depository banks. Therefore, I assume that the agenda is known. We start with Item 1 of the agenda. The annual financial statement and consolidated financial statements for Fresenius Medical Care AG & Co. KGaA as of 31st December 2022, adopted by the Supervisory Board, the relevant management reports, explanatory report by the general partner on the information pursuant to Section 289a, 315a of the German Commercial Code, the report by the Supervisory Board and the proposal on the allocation of profits as well as all the other documents relating to the AGM listed in the notice convening the meeting have been made available on the company's website since the Annual General Meeting was convened. The above-mentioned documents were sent to you on request. Therefore, I assume that all the documents mentioned are known. One copy each was handed over to the notary, Dr. [indiscernible]. Before I ask Mrs. Giza to explain the topics relating to agenda Item 1 and as you comment on the prospects for the current fiscal year, I would like to introduce Raymond Scott. He has been a dialysis patient for more than 25 years and is one of our many patients worldwide being taken care of every day by Fresenius Medical Care team. His story is impressive and representative of many patients and it's a particularly powerful illustration of the fully comprehensive care that is needed in the treatment of renal failure. [Presentation]

I would like to thank you for your kind attention. I would kindly ask Helen Giza to take the floor.

Good morning, everyone, and a warm welcome from my side to Fresenius Medical Care's Annual General Meeting from the Congress Center in Frankfurt. It's hard to believe it has been nearly 6 months since I transitioned from company CFO and began my tenure as CEO. And I know that with this job, you have given me a clear-cut mission to turn around Fresenius Medical Care and return to profitable growth for which you have my full commitment. I'm excited to share with you where Fresenius Medical Care stands today as well as where we are in our transformational turnaround journey and the exciting path forward for the company. The idea behind creating Fresenius Medical Care in 1996 was to address the global impact of kidney disease by combining the leading medical device engineering expertise of Fresenius with the comprehensive patient care of National Medical Care. A vertically integrated leading kidney care company started its success story. It was grounded in the idea of using insights and data from high-quality dialysis treatments to engineer the most innovative and effective products and devices as well as continuously improve therapy and care delivery. This made us the unrivaled leading kidney care company that we are today. Chronic kidney disease today is a global pandemic affecting more than 10% of the world's population or more than 800 million individuals. The globally growing and aging population and increasing growth of lifestyle-related diseases like obesity, diabetes or hypertension will result in a growing number of people affected. There is no other promising therapy today or in the foreseeable future other than life-sustaining dialysis treatment. But no doubt, end-stage renal disease diminishes the quality of life of people who are living with that. And that is why we, as a company, have a clear and very strong vision, creating a future worth living for patients worldwide, every day. And it is patients like Raymond Scott, who remind us of that vision and why we work hard and with full commitments. In fact, there is no other global health care company with our expertise, scope and scale in Kidney Care. Fresenius Medical Care is uniquely positioned to meet the demands for kidney care on a global basis. Our work to identify, monitor and treat kidney disease has never been more important to improve the future of millions of people. Today, our predictive analytics capabilities and continuous enhancement of medical algorithms are key parameters for improving the quality of outcomes and quality of life. The COVID-19 pandemic was severe. We lost more than 25,000 patients due to the pandemic. And while this is just a number from a business perspective, there are tragedies behind this number for families and friends and also for our caregivers. They work closely with our patients for years, as you've just heard from Raymond. The pandemic also revealed that our business was not as resilient, robust and agile as we had thought. Our organization was not designed for dealing with the magnitude of these changes. We were operating in a fully decentralized regional structure. We were vertically integrated on a local level while operating separate manufacturing and research and development organizations as well as having disparate general and administrative functions. We did not have true end-to-end profit and loss responsibility. We did not have the right level of transparency in the underlying profitability drivers. And most importantly, we did not run the 2 businesses: dialysis products and dialysis services as the 2 different global businesses they are. It was clear that we needed to change the way we operate and manage our company. And this is why we initiated the FME25 transformation program in 2021. But before I share more about FME25, let me move to a short review of 2022. The developments in 2022 have significantly impacted our business and confirmed that our transformational approach is more important than ever to enable the much-needed additional turnaround measures. Let me start with some key facts. In 2022, we provide over 52 million life sustaining treatments in more than 4,100 dialysis clinics throughout the world. We offered cutting-edge products in 153 countries, and we sustained the lives of around 344,000 patients around the globe. 2022 proved to be an unforeseeable challenging year. The pandemic-related excess mortality continued to result in a negative volume development and worsening of our operational leverage. We faced an unprecedented labor challenge in the U.S. And at the peak, we had more than 10,000 open positions and we were suddenly limited in our ability to take on new patients. The war in the Ukraine caused a macroeconomic inflationary environment, higher logistics costs, rising raw material and energy prices and supply chain disruptions. All of this impacted our profitability. These unforeseeable and unprecedented macroeconomic developments required us to revise our outlook for 2022 in July. At the end of the year, the performance came within the range of our updated guidance. And at constant currency, revenue grew by 2%, and our net income declined by 17%. Not surprisingly, the unusual accumulation of all of these headwinds negatively impacted our share price, which dropped 46% in 2022. In line with our dividend policy, which is oriented to our earnings development, we are proposing a reduced dividend of EUR 1.12 per share today. It is not without disappointment that I have to say that this is the first time we are proposing a lower dividend in more than 25 years. Clearly, from a shareholder value creation or a business performance perspective, this is not where we aspire to be. And for everybody who has invested with us for a while, you know that there is not a quick fix due to the many contributing factors that we need to manage and that are, to a large degree, beyond our control. 2022 was not only a challenging year, but it also made 2 things crystal clear. First, the transformation of Fresenius Medical Care's operating model supported with the FME25 program is the right approach. It provides the best foundation to not only reshape our strategic agenda but to enable the much-needed turnaround measures, such as additional operational efficiencies and a clear portfolio optimization in an even more challenging environment. Second, the company needs a new leadership approach. It needs a winning culture with clear accountability and end-to-end responsibility where diversity, equity and inclusion as well as sustainability are integral parts. Let me start with the first point, the transformational turnaround. Our transformation is a multiyear journey where we reorient the company while making the right investments for our future. On January 1, 2023, we achieved the first major milestone in our transformation and reorganized the company to operate as the 2 distinct businesses they are: Care Delivery, our healthcare services segment; and Care Enablement, our MedTech product segment. For the first time, we now have a global view with end-to-end profit and loss responsibility for each segment. The new operating model still harnesses the power of our company by continuing to leverage the unique benefits resulting from the combination of both of our businesses, supported by our global medical office. It enables us to globalize all our administrative and support functions. And by further professionalizing them, we are able to leverage our infrastructure in a much leaner way. The new operating model also provides clear transparency on the drivers of our profitability, enabling direct comparison to our peer set with a clear view of targeted areas of improvement. These new insights have enabled us to identify further improvement potential and to define clear strategic aspirations and capital allocation priorities for each segment. For FME25, I was able to announce earlier this year that we increased our targeted savings from EUR 500 million to EUR 650 million by the end of 2025. For further unlocking value as the leading kidney care company, I have a clearly defined path of turning around the performance, and we have reshaped our strategy based on these insights. Our strategic roadmap starts with having an optimal structure in place. This includes our already implemented new operating model with the outlined FME25 savings, but also a simplified governance structure. Regarding the governance structure, we proposed a change of the legal form to a German Stock Corporation. He is a very elegant solution that allows Fresenius SE to realize the intended deconsolidation of our company without triggering a change of control event, which would have had a prohibitive impact on financing, pending your approval at our Extraordinary General Meeting on July 14. The change would simplify our governance structure with only one Supervisory Board and one management board. This way, the rights of the free float shareholders, so your rights will be strengthened. Management capacity within our company will be freed up. And with Fresenius SE, we will have an important anchor shareholder. With your approval, we expect this change to be completed before the end of the year. Another important element of our strategy was the review of our portfolio with the target to reduce distraction and focus on our core businesses. For each asset, we have evaluated their growth potential as well as their strategic value to Fresenius Medical Care. This also includes adjustments to our R&D portfolio as well as a review of our manufacturing portfolio. This is one of the clear steps towards a disciplined financial policy. A rigorous approach to capital allocation is critical, which will enable us to drive the much-needed improvement in return on invested capital. But as mentioned earlier, with the 2 major findings at hand, it is imperative to have a winning culture in place to be able to achieve our strategic aspirations. Starting with the top, we have reshaped the entire organization to ensure clear accountability. We have implemented change on all leadership levels to have the right skills and competencies in place for our new operating model and our new strategic aspirations. At the heart of our winning culture is our commitment to diversity, equity and inclusion, which benefits our patients, our employees and our business. It is imperative to be able to attract, retain and develop a world-class group of employees at all levels, and we strive to become the employer of choice. There is no question after a challenging 2022 and as we execute on these plans, 2023 will be a year of level-setting for us. In 2023, our revenue is forecast to grow in the low to mid-single digits, and we expect our operating income to stay flat or decline at a high single-digit percentage rate. We knew that the first quarter of 2023 would be a very weak quarter, but we saw positive impact of our turnaround efforts coming through, and the first quarter came in better than expected. We have delivered organic growth in both of our operating segments, with Care Delivery seeing improvement in volume trends and Care Enablement benefiting from a strong performance in critical care and home hemodialysis products. Also in the first quarter, we've already executed on our portfolio optimization, have completed a series of clinic consolidations and are continuing to evaluate exits in unsustainable markets as well as assets in non-core business areas. In 2024, we expect to return to earnings growth. And by 2025, we will target a significantly higher operating income margin in the range of 10% to 14%. You have seen the significant changes we have made already and the changes ahead of us that were laid out in more detail at our Capital Markets Day last month. We are just at the beginning of a new chapter in Fresenius Medical Care's history. And I am energized and excited about our clear transformational turnaround plan under execution, supported by our 125,000 employees around the world. By 2025, Fresenius Medical Care will not only be a more agile and more resilient company but also remain the partner of choice, setting the standard in kidney care with industry-leading returns. As mentioned, I am committed to turning around Fresenius Medical Care and returning us to profitable growth. And our commitment to you, our shareholders, we will unlock value as the leading kidney care company. All the while, we will retain and never lose sight of our purpose-driven, patient-centric mission. Thank you for your time today and for your trust in us and for your ongoing support.

I thank Mrs. Giza for her very informative and comprehensive presentation. Ladies and gentlemen, it is certainly also in your interest when I express my sincere thanks to the Management Board of Fresenius Medical Care Management and to all the employees who work globally for Fresenius Medical Care for their dedicated work. Now I would like to say goodbye to those who are not using our shareholder portal to follow the AGM. As we announced in the notice convening the meeting, from now on only those persons will be able to follow the Annual General Meeting who have registered on the shareholder portal. I would like to thank the other viewers for their interest in our company and wish you all the best. Goodbye.