-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GaZDGiO3DirBby85Rs8971LBZdxSQbGtC7lEnW9dX5xbEl43l2DzUYQEi+6Ty+Ma 52s/BAnYfC9dyXUTCO5+1Q== 0000898430-02-002469.txt : 20020701 0000898430-02-002469.hdr.sgml : 20020701 20020628214935 ACCESSION NUMBER: 0000898430-02-002469 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011231 FILED AS OF DATE: 20020701 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DAVITA INC CENTRAL INDEX KEY: 0000927066 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 510354549 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04034 FILM NUMBER: 02692486 BUSINESS ADDRESS: STREET 1: 21250 HAWTHORNE BLVD STREET 2: STE 800 CITY: TORRANCE STATE: CA ZIP: 90503-5517 BUSINESS PHONE: 3107922600 MAIL ADDRESS: STREET 1: 21250 HAWTHORNE BLVD SUITE 800 CITY: TORRANCE STATE: CA ZIP: 90503-5517 FORMER COMPANY: FORMER CONFORMED NAME: TOTAL RENAL CARE INC DATE OF NAME CHANGE: 19940719 FORMER COMPANY: FORMER CONFORMED NAME: TOTAL RENAL CARE HOLDINGS INC DATE OF NAME CHANGE: 19950524 11-K 1 d11k.htm FORM 11-K DATED JUNE 28, 2002 Prepared by R.R. Donnelley Financial -- Form 11-K dated June 28, 2002
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 11-K
 
x
 
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2001
 
OR
 
¨
 
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
Commission file number 1-4034 A
 
 
A.
 
Full title of the plan and the address of the plan, if different from that of the issuer named below:
 
DaVita Inc.
Retirement Savings Plan
 
 
B.
 
Name of issuer of the securities held pursuant to the Plan and the address of its principal executive office:
 
DaVita Inc.
21250 Hawthorne Boulevard, Suite 800
Torrance, California 90503-5517
 
REQUIRED INFORMATION
 
 
1.
 
Financial statements filed as a part of this annual report: Report of KPMG LLP, independent auditors, Audited Statements of Net Assets Available for Benefits as of December 31, 2001 and 2000, Audited Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31, 2001 and 2000 and Notes to Financial Statements for the Years Ended December 31, 2001 and 2000.
 
 
2.
 
Exhibit filed as a part of this annual report: Exhibit 23.1— Consent of KPMG, LLP, independent auditors.


SIGNATURES
 
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
 
DAVITA INC.
RETIREMENT SAVINGS PLAN
By:
 
/s/    BOB ARMSTRONG        

   
Bob Armstrong
Vice President of People Services and Designated Representative of the Plan Administrator
 
Date: June 28, 2002


 
 
 
DAVITA INC.
 
RETIREMENT SAVINGS PLAN
 
Financial Statements and Supplemental Schedule
 
December 31, 2001 and 2000
 
(With Independent Auditors’ Report Thereon)


 
RETIREMENT SAVINGS PLAN
 
Table of Contents
 


 
The Plan Administrator
DaVita Inc. Retirement Savings Plan:
 
We have audited the accompanying statements of net assets available for benefits of DaVita Inc. Retirement Savings Plan (Plan) as of December 31, 2001 and 2000 and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
 
We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the finan­cial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of DaVita Inc. Retirement Savings Plan as of December 31, 2001 and 2000, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.
 
Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
 
/s/    KPMG LLP
 
Seattle, Washington
June 24, 2002


DAVITA INC.
 
RETIREMENT SAVINGS PLAN
 
December 31, 2001 and 2000
 
    
2001

  
2000

Investments, at fair value
  
$
78,423,731
  
$
70,051,965
Receivables—employee contribution
  
 
740,670
  
 
448,161
    

  

Total assets
  
 
79,164,401
  
 
70,500,126
Liabilities—excess contributions payable
  
 
398,290
  
 
319,157
    

  

Net assets available for benefits
  
$
78,766,111
  
$
70,180,969
    

  

 
See accompanying notes to financial statements.

2


DAVITA INC.
 
RETIREMENT SAVINGS PLAN
 
Years ended December 31, 2001 and 2000
 
    
2001

    
2000

Additions to net assets attributed to:
               
Investment income:
               
Interest and dividends
  
$
1,603,167
 
  
$
1,023,282
Net appreciation/(depreciation) in fair value of investments
  
 
(2,887,545
)
  
 
3,463,340
    


  

    
 
(1,284,378
)
  
 
4,486,622
    


  

Contributions:
               
Employer
           
 
53,620
Employee
  
 
15,216,552
 
  
 
14,438,456
    


  

    
 
15,216,552
 
  
 
14,492,076
Rollovers and transfers received from other plans
  
 
456,371
 
  
 
106,569
    


  

Total additions
  
 
14,388,545
 
  
 
19,085,267
    


  

Deductions from net assets attributed to:
               
Benefit payments
  
 
5,621,886
 
  
 
6,941,118
Administrative expenses
  
 
181,517
 
  
 
83,563
Participant loans receivable terminated due to withdrawal of participant
           
 
97,737
    


  

Total deductions
  
 
5,803,403
 
  
 
7,122,418
    


  

Net increase
  
 
8,585,142
 
  
 
11,962,849
Net assets available for benefits at beginning of year
  
 
70,180,969
 
  
 
58,218,120
    


  

Net assets available for benefits at end of year
  
$
78,766,111
 
  
$
70,180,969
    


  

 
See accompanying notes to financial statements.

3


DAVITA INC.
 
RETIREMENT SAVINGS PLAN
 
Notes to Financial Statements
December 31, 2001 and 2000
 
 
The following description of the DaVita Inc. Retirement Savings Plan (the “Plan”) provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan’s provisions.
 
General
 
The Plan was established as a defined contribution plan for the benefit of employees of DaVita Inc. (Company) effective October 1, 1994 and most recently amended effective January 1, 2002. Employees become eligible to participate upon completing both six months of service with at least 500 hours and attaining the age of 21. The Plan is intended to qualify under Section 401(a) of the Internal Revenue Code of 1986 (the Code), as amended, and is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA), as amended.
 
Contributions
 
Participants may elect to contribute either a fixed dollar amount or a maximum of 20% of their eligible compensation into any one of the investment options offered by the Plan, subject to the legal limit allowed by the Internal Revenue Service (IRS) regulations. Beginning November 1, 2001, participants had the ability to self direct their investments into fourteen investment funds as well DaVita Inc. common stock. In 2000, and until October 31, 2001, the Plan offered a general account, 12 pooled separate accounts and DaVita Inc. common stock as the investment options. Participants may elect quarterly to change their contribution percentage and may change their investment selection daily.
 
The Company may elect to make discretionary non-elective contributions and profit sharing contributions to the Plan as long as the total contributions (including the participant’s contributions) do not exceed the maximum allowable under IRS regulations. There were no discretionary non-elective contributions or profit sharing contributions made in 2001 or 2000 for participants in this plan. In 2000, the Company made a matching contribution, where governed by Hawaii union contract in amount equal to 50% of a participant’s contributions, up to a maximum of 5 percent of the participant’s compensation. The Company’s Hawaii operations were sold in June of 2000.
 
Participant Accounts
 
The Plan recordkeeper maintains an account for each participant’s contributions, allocations of Company contributions if any, investment net earnings, losses and Plan expenses. Company non-elective contributions, and profit sharing contributions are allocated to each participant’s account in proportion that their compensation bears to the total compensation for all eligible participants. Investment net earnings, losses and Plan expenses are allocated to each account in proportion that the account bears to the total of all participant’s accounts.
 
Participants may transfer rollover contributions from other qualified plans into their Plan account. Rollovers must be made in cash within the time limit specified by the IRS. Under certain circumstances rollover will not be permitted and are usually limited to active employees of the Company.
 
A participant’s investment into the funds is represented by the number of units/shares credited to the participant’s account multiplied by the net asset value of each fund on the valuation date. Each fund determines its net asset value on a daily basis. The number of new units/shares credited to each participant’s account for each fund, due to new contributions, is equal to the amount of the participant’s new contributions to the fund divided by the net asset value for the applicable fund as determined on the valuation date.

4


DAVITA INC.
 
RETIREMENT SAVINGS PLAN
 
Notes to Financial Statements — (continued)
December 31, 2001 and 2000
 
Vesting
 
Participants in the Plan will always be 100% vested in their contributions and rollover accounts.
 
For Company contributions, if any, participants hired before July 1, 1998 become fully vested in their account balance on that date, and after July 1, 1998 vesting is based on years of service. A participant becomes 25% vested after two years of service, 50% vested after three years of service, 75% vested after four years of service and 100% vested after five years of service. However, if an active participant dies prior to attaining the normal retirement age, the participant’s account becomes 100% vested.
 
Benefit Payments
 
Active participants can receive lump sum cash distributions or a distribution in the form of an annuity from the Plan either by obtaining age 59 ½, incurring a financial hardship, electing to receive an early distribution or withdrawing their rollover and after-tax contributions. However, distributions either in cash or in the form of an annuity will begin no later than sixty days after the close of the Plan year end in which the latest of the following events has occurred; a participant reaches normal retirement age, obtains ten years of participation in the Plan or terminates employment.
 
On termination of service, a participant may elect to receive either a lump-sum amount equal to the value of the vested portion of his or her account, installment payments, or a distribution in the form of an annuity. Participants with an account balance of less than $5,000 must elect the lump sum payment option. Distributions are subject to the applicable provisions of the Plan agreement.
 
Distributions for financial hardship must both be made on account of an immediate and heavy financial need and be necessary to satisfy that need. Participants are required to obtain Plan loans described below, before requesting a hardship distribution. Only the participant’s tax deferred contributions may be distributed. Earnings and Company contributions are not eligible for distribution.
 
In the event of death of a participant, the participant’s vested account balance will be distributed to the participant’s beneficiary as soon as reasonably practicable but not later then the end of the fifth calendar year following death.
 
Participant Loans
 
The Plan permits participants to borrow a minimum of $1,000 from their participant accounts. Subject to certain IRS regulations and Plan limits, such loans cannot exceed the lesser of 50% of the value of the participant’s vested account, or $50,000 reduced for any prior loan outstanding. The loan must be repaid generally within 5 years or within a reasonable period of time depending upon its purposes and bears interest at rate commensurate with current interest rates charged for loans made under similar circumstances (5.75% and 8.75% at December 31, 2001 and 2000). The loan is secured by the participant’s vested account balance.
 
Plan Termination
 
Although it is intended for the Plan to continue indefinitely, DaVita Inc. has the right to terminate the Plan at any time. If the Plan is terminated, each participant account balance will be fully vested and distributed in a timely manner.

5


DAVITA INC.
 
RETIREMENT SAVINGS PLAN
 
Notes to Financial Statements — (continued)
December 31, 2001 and 2000
 
(2)  Summary of Significant Accounting Policies
 
Basis of Accounting
 
The accompanying financial statements are prepared on the accrual basis of accounting.
 
Investments
 
Plan investments are stated at fair value. Investments in registered investment companies are valued at the net asset values per share as quoted by such companies or funds as of the valuation dates. Investments in the Scudder Stable Value Fund are valued at amortized cost which approximates fair value. DaVita Inc. common stock is valued at the New York Stock Exchange closing price. Investments in pooled separate accounts are recorded at fair value, as determined by the unit value reported by Connecticut General Life Insurance Company (“CG Life”). Investments in the CIGNA Charter Guaranteed Long-Term Fund were non-fully benefit responsive due to certain potential restrictions on withdrawals exceeding 10% of the CIGNA Charter Guaranteed Long-Term Funds assets in any given year and were recorded at fair value. Participant loans are stated at cost which approximates fair value. Dividends from investment companies are recorded on record date. Investment transactions are recorded on a trade date basis.
 
Benefits
 
Benfits are recorded when paid.
 
Use of Estimates
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.
 
Administrative Expenses and Investment Management Fees
 
All operational administrative costs of the Plan are deducted from participant’s account balances except certain transactions costs associated with the recordkeeping of DaVita Inc. common stock which are borne by the Company. Administrative costs include trustee fees, recordkeeping, participant reporting costs, brokerage fees, commissions and transactions charges. Investment management fees are paid by the respective investment funds and are deducted in arriving at each fund’s overall net asset value.
 
New Accounting Pronouncements
 
The Plan adopted SFAS No. 133 Accounting for Derivative Instruments and Hedging Activities, as amended by SFAS Nos. 137 and 138 effective January 1, 2001. SFAS No. 133 requires that the Plan recognize all derivatives and measure those instruments at fair value. The impact of adopting these standards was immaterial on the Plan financial statements.

6


DAVITA INC.
 
RETIREMENT SAVINGS PLAN
 
Notes to Financial Statements — (continued)
December 31, 2001 and 2000
 
(3)  Investments
 
Investments that represent five percent or more of the Plan’s net assets at either December 31, 2001 and 2000 are as follows:
 
2001

    
Scudder Stable Value Fund, 20,057,405 shares
  
$
20,057,405
Scudder Pathway Moderate Fund Class A shares, 782,099 shares
  
 
8,337,179
Scudder 21st Century Growth Fund Class A shares, 236,648 shares
  
 
4,075,065
MFS Mass Investor Growth Fund Class A shares, 1,118,285 shares
  
 
14,414,689
DaVita Inc. Common Stock, 558,932 shares
  
 
13,506,060
2000

    
CIGNA Charter Guaranteed Long-Term Fund, 414,119 units
  
$
15,500,027
CIGNA Charter Large Company Stock—Growth Fund, 431,518 units
  
 
6,230,325
CIGNA Charter Large Company Stock—Growth II Fund, 800,116 units
  
 
10,359,202
CIGNA Charter Small Company Stock—Growth Fund, 265,156 units
  
 
4,521,023
CIGNA Charter Foreign Stock II Fund, 317,226 units
  
 
3,894,204
CIGNA Lifetime 40 Fund, 607,137 units
  
 
7,674,968
Davita Inc. Common Stock, 593,118 shares
  
 
10,157,153
 
The following summarizes the investments at fair value as of December 31, 2001 and 2000 and the related net appreciation/(depreciation) in the investments:
 
    
2001

    
2000

 
    
Investments at Fair Value

  
Net Appreciation/ Depreciation

    
Investments at Fair Value

  
Net Appreciation/ Depreciation

 
Investment in Mutual Funds
  
$
61,795,871
  
$
1,852,869
 
               
Davita Inc. Common Stock
  
 
13,506,060
  
 
4,016,893
 
  
$
10,157,153
  
$
6,645,248
 
Participant Loans
  
 
3,121,800
           
 
2,513,961
        
CIGNA General Accounts
                  
 
15,501,228
        
CIGNA Pooled Separate Accounts
         
 
(8,757,307
)
  
 
41,879,623
  
 
(3,181,908
)
    

  


  

  


Total
  
$
78,423,731
  
$
(2,887,545
)
  
$
70,051,965
  
$
3,463,340
 
    

  


  

  


 
(4)  Investment Contract with Insurance Company
 
In 2000 and until October 31, 2001, the Plan participated in a contract with CG Life via the CIGNA Charter Guaranteed Long-Term Fund. CG Life prospectively guaranteed the interest rates credited for the CIGNA Charter Guaranteed Long-Term Fund for six-month periods. For the Plan’s investment in the CIGNA Charter Guaranteed Long-Term Fund, the Plan was credited with interest at the rate declared in the contract which was 5.50% and 5.80% at October 31, 2001 and 2000, respectively, net of asset charges. Total interest income received on the contract for the years ended December 31, 2001 and 2000 were $812,306 and $816,233, respectively.

7


DAVITA INC.
 
RETIREMENT SAVINGS PLAN
 
Notes to Financial Statements — (continued)
December 31, 2001 and 2000
 
(5)  Related-Party Transactions
 
In 2000 and until October 31, 2001, the Plan’s trustee was CIGNA Corporation and the investments in the funds were managed by CG Life, a wholly owned division of CIGNA. On November 1, 2001 Scudder Trust Company was named the trustee for the Plan and the investments are now managed by Scudder Investments, a global asset management firm. As such, transactions with both of the trustees qualify as party-in-interest transactions. The Company also provides personnel and administrative functions for the Plan at no charge to the Plan. In addition, the Plan holds shares of DaVita Inc., the plan sponsor, which also qualifies as a party-in-interest.
 
(6)  Tax Status
 
The Internal Revenue Service (IRS) has determined and informed the Company by a letter dated November 25, 1996, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (“IRC”). The Plan has been amended since receiving the determination letter, however, the Plan’s administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. Therefore, no provision for income taxes has been included in the Plan’s financial statements.
 
(7)  Forfeitures
 
At December 31, 2001 and 2000, forfeited non-vested accounts totaled approximately $263,000 and $323,000, respectively. These accounts will be used to reduce future employer contributions or pay Plan expenses. Also, in 2001 and 2000, employer contributions were not reduced by forfeited nonvested accounts. In 2001, approximately $118,000 of forfeitures were used to pay plan expenses.
 
(8)  Subsequent Event
 
Subsequent to December 31, 2001, the plan was updated to reflect operational and statutory changes including but not limited to the level of annual contributions that can be made by participants according to recent tax law changes and eliminating any employer matching contributions. The Plan is seeking a favorable determination letter from the IRS regarding these changes as well as other updates that have been made to the plan since the last determination letter was received.

8


Schedule 1
 
DAVITA INC.
 
RETIREMENT SAVINGS PLAN
 
Year ended December 31, 2001
 
    
Identity of issue, borrower,
lessor, or similar party

  
Description of investment including
maturity date, rate of interest, collateral,
par or maturity value

  
Cost

  
Current Value

*
  
Scudder Investment Company
  
Scudder Stable Value Fund
  
n/a **
  
$
20,057,405
*
  
Scudder Investment Company
  
Scudder Balanced Fund Class S Shares
  
n/a **
  
 
13,929
*
  
Scudder Investment Company
  
Scudder Pathway Conservative Fund Class A Shares
  
n/a **
  
 
301,149
*
  
Scudder Investment Company
  
Scudder Pathway Growth Fund Class A Shares
  
n/a **
  
 
2,853,349
*
  
Scudder Investment Company
  
Scudder Pathway Moderate Fund Class A Shares
  
n/a **
  
 
8,337,179
*
  
Scudder Investment Company
  
Scudder Capital Growth Fund Class A Shares
  
n/a **
  
 
3,622,699
*
  
Scudder Investment Company
  
Scudder International Fund Class A Shares
  
n/a **
  
 
3,185,024
*
  
Scudder Investment Company
  
Scudder Lease Company Fund Value Class A Shares
  
n/a **
  
 
1,573,867
*
  
Scudder Investment Company
  
Scudder STP 500 Index Fund Class S Shares
  
n/a **
  
 
72,758
*
  
Scudder Investment Company
  
Scudder 21st Century Growth Fund Class A Shares
  
n/a **
  
 
4,075,065
*
  
Pimco Investment Company
  
Pimco Total Return Fund
  
n/a **
  
 
110,830
*
  
Franklin Investment Company
  
Franklin Balance Sheet Fund Class A Shares
  
n/a **
  
 
3,116,553
*
  
MFS Investment Company
  
MFS Mass Investors Growth Fund Class A Shares
  
n/a **
  
 
14,414,689
*
  
MFS Investment Company
  
MFS Mid-Cap Growth Fund Class A Shares
  
n/a **
  
 
61,375
*
  
DaVita Inc.
  
Common Stock
  
n/a **
  
 
13,506,060
*
  
Participant Loans
  
5.75%–8.75%
  
—  
  
 
3,121,800

*
 
Indicates an identified person known to be a party-in-interest to the Plan.
**
 
Cost information has been omitted for participant directed investments.

9
EX-23.1 3 dex231.htm CONSENT OF INDEPENDENT AUDITORS Prepared by R.R. Donnelley Financial -- Consent of Independent Auditors
Exhibit 23.1
 
 
The Board of Directors
DaVita Inc.
 
We consent to the incorporation by reference in the registration statement No. 333-1620 on Form S-8 of DaVita Inc. of our report dated June 24, 2002, with respect to the statements of net assets available for benefits of DaVita Inc. Retirement Savings Plan as of December 31, 2001 and 2000 and the related statements of changes in net assets available for benefit for the years then ended and the related supplementary schedule which report appears in the December 31, 2001 annual report on Form 11-K of DaVita Inc. Retirement Savings Plan.
 
/s/    KPMG LLP
 
Seattle, Washington
June 28, 2002
 

10
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