SEC Comment Letter for DAVITA INC. (DVA) (CIK 0000927066) (DVA) — Jan 19, 2006
DAVITA INC. (DVA) (CIK 0000927066)
Date: Jan. 19, 2006 · CIK: 0000927066 · Accession: 0000000000-06-002912
AI Filing Summary & Sentiment
File numbers found in text: 001-14106
Letter
Via Facsimile and U.S. Mail Mail Stop 6010 December 19, 2005 Mr. Kent Thiry Chief Executive Officer and Chairman of the Board DaVita, Inc. 601 Hawaii Street El Segundo, CA 90245
Re: DaVita, Inc. Form 10-K for the Fiscal Year Ended December 31, 2004 Filed March 3, 2005 Form 8-K/A filed December 1, 2005 File No. 001-14106
Dear Mr. Thiry:
We have limited our review of your filing to those issues we have addressed in our comments. Where indicated, we thi nk you should revise your Form 8-K/A filed December 1, 2005 in response to these comments. If you disagree, we will consider your explanation as to why our comment is inappl icable or a revision is unnecessary. Please be as detailed as necessary in your explanat ion. In our comments on your Form 10-K, we ask you to provide us with information so we may better understa nd your disclosure. After reviewing this information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Mr. Kent Thiry DaVita, Inc. Decem ber 19, 2005 Page 2
Form 10-K for the Fiscal Year Ended Decem ber 31, 2004
Item 7. Managem ent’s Discussion and Anal ysis of Financial Condition and …, page 27
Critical Accounting Policies, page 32
1. Please provide us the following inform ation in disclosure-type for mat:
a. Quantify and disclose the reasonably possi ble effects that a change in es timate of unsettled am ounts from 3rd party payors as of the lates t balance sheet d ate could have on financia l position and operations.
b. Provide in a com parative tabular form at, the aging of accounts receivable by payor classif ication. The aging schedu le may be based on m anagem ent’s own reporting criteria (i.e. unbilled, less th an 30 days, 30 to 60 days etc.) or som e other reasonable presentation. At a minimum, indicate the past due am ounts and a breakdown by payor classification.
c. If you have am ounts that are pending approval f rom third party payors, provide the balances of such am ounts, wh ere they have been classified in your aging buckets, and what payor classif ication they have been grouped with. If amounts are classified outside of self-p ay, explain why this classification is appropriate and indicate the historical percentage of a mounts that get reclassified into self-pay.
d. Describe the steps you take in collec ting accoun ts receivable. Explain you r policy with respect to determ ining when a receivable is recorded as a bad debt and when a write off is recorded. Clarify the threshold (am ount and age) for account balance write-offs.
e. Specify the day’s sales o utstand ing fo r each period presented and discuss the reasons for significant changes from the prior period.
Financial Statem ents, page F-1
Notes to Consolidated F inancial Statem ents, page F-8
17. Other Comm itments, page F-23
2. Please tell u s how you accounted for the put op tions and cite the specific accounting literatu re that supports that accoun ting.
Mr. Kent Thiry DaVita, Inc. Decem ber 19, 2005 Page 3
Form 8-K/A filed December 1, 2005
3. As the acquisition was n ot com pleted until Octo ber 5, 2005, please am end the filing to provide historical and pro form a financial statem ents as of and for the nine m onths ended September 30, 2005. Ot herwise, please tell us why these statem ents are not required.
* * * *
Please respond to these comm ents within 10 business days or tell us when you will prov ide us with a res ponse. Please furnish a letter that keys your responses to our comments and provide the requested inform ation. Detailed letters gr eatly facilitate our review. Please file your letter on E DGAR under the form type label CORRESP.
We urge all persons who are responsible for the accuracy and adequacy of the disclosu re in the f iling to be cer tain that th e filings includ e all in form ation required under the Securities Exchange Act of 1934 and th at they have provided all inform ation investors require for an inform ed invest ment decision. Since the com pany and its manage ment are in possession of all f acts re lating to a com pany’s disclosure, they are responsib le for the accu racy and adequacy of the disclosu res they have m ade.
In connection with responding to our co mments, please provide, in your letter, a statem ent fr om the company ackno wledging th at
• the com pany is respon sible for the adequacy and accuracy of the dis closure in the filings;
• staff comm ents or chang es to dis closure in response to staff comm ents do not foreclose the Comm ission from taking any actio n with respe ct to the f iling; and
• the com pany m ay not assert staff comme nts as a defense in any proceeding initiated by the Comm ission or any person under the federal secu rities law s of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all inform ation you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filin g or in respo nse to our comm ents on your filing.
Mr. Kent Thiry DaVita, Inc. Decem ber 19, 2005 Page 4
You m ay contact Keira Ino, Staff Ac countant, at ( 202) 551-3659 or Oscar Young, Senior Staff Accountant, at (202) 551-3622 if you have questions regarding the comments. Please contact m e at (202) 551-3679 with any other questions.
Sincerely,
Jim B. Rosenberg
Senior Assistant Chief
Accountant
Show Raw Text
Via Facsimile and U.S. Mail
Mail Stop 6010
December 19, 2005
Mr. Kent Thiry
Chief Executive Officer and
Chairman of the Board
DaVita, Inc.
601 Hawaii Street
El Segundo, CA 90245
Re: DaVita, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2004
Filed March 3, 2005
Form 8-K/A filed December 1, 2005
File No. 001-14106
Dear Mr. Thiry:
We have limited our review of your filing to those issues we have addressed in
our comments. Where indicated, we thi nk you should revise your Form 8-K/A filed
December 1, 2005 in response to these comments. If you disagree, we will consider your
explanation as to why our comment is inappl icable or a revision is unnecessary. Please
be as detailed as necessary in your explanat ion. In our comments on your Form 10-K, we
ask you to provide us with information so we may better understa nd your disclosure.
After reviewing this information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing. We look forward to working with you in these respects. We
welcome any questions you may have about our comments or on any other aspect of our
review. Feel free to call us at the telephone numbers listed at the end of this letter.
Mr. Kent Thiry
DaVita, Inc.
Decem ber 19, 2005
Page 2
Form 10-K for the Fiscal Year Ended Decem ber 31, 2004
Item 7. Managem ent’s Discussion and Anal ysis of Financial Condition and …, page 27
Critical Accounting Policies, page 32
1. Please provide us the following inform ation in disclosure-type for mat:
a. Quantify and disclose the reasonably possi ble effects that a change in es timate
of unsettled am ounts from 3rd party payors as of the lates t balance sheet d ate
could have on financia l position and operations.
b. Provide in a com parative tabular form at, the aging of accounts receivable by
payor classif ication. The aging schedu le may be based on m anagem ent’s own
reporting criteria (i.e. unbilled, less th an 30 days, 30 to 60 days etc.) or som e
other reasonable presentation. At a minimum, indicate the past due am ounts
and a breakdown by payor classification.
c. If you have am ounts that are pending approval f rom third party payors,
provide the balances of such am ounts, wh ere they have been classified in your
aging buckets, and what payor classif ication they have been grouped with. If
amounts are classified outside of self-p ay, explain why this classification is
appropriate and indicate the historical percentage of a mounts that get
reclassified into self-pay.
d. Describe the steps you take in collec ting accoun ts receivable. Explain you r
policy with respect to determ ining when a receivable is recorded as a bad debt
and when a write off is recorded. Clarify the threshold (am ount and age) for
account balance write-offs.
e. Specify the day’s sales o utstand ing fo r each period presented and discuss the
reasons for significant changes from the prior period.
Financial Statem ents, page F-1
Notes to Consolidated F inancial Statem ents, page F-8
17. Other Comm itments, page F-23
2. Please tell u s how you accounted for the put op tions and cite the specific
accounting literatu re that supports that accoun ting.
Mr. Kent Thiry
DaVita, Inc.
Decem ber 19, 2005
Page 3
Form 8-K/A filed December 1, 2005
3. As the acquisition was n ot com pleted until Octo ber 5, 2005, please am end the
filing to provide historical and pro form a financial statem ents as of and for the
nine m onths ended September 30, 2005. Ot herwise, please tell us why these
statem ents are not required.
* * * *
Please respond to these comm ents within 10 business days or tell us when you
will prov ide us with a res ponse. Please furnish a letter that keys your responses to our
comments and provide the requested inform ation. Detailed letters gr eatly facilitate our
review. Please file your letter on E DGAR under the form type label CORRESP.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosu re in the f iling to be cer tain that th e filings includ e all in form ation required under
the Securities Exchange Act of 1934 and th at they have provided all inform ation
investors require for an inform ed invest ment decision. Since the com pany and its
manage ment are in possession of all f acts re lating to a com pany’s disclosure, they are
responsib le for the accu racy and adequacy of the disclosu res they have m ade.
In connection with responding to our co mments, please provide, in your letter, a
statem ent fr om the company ackno wledging th at
• the com pany is respon sible for the adequacy and accuracy of the dis closure in the
filings;
• staff comm ents or chang es to dis closure in response to staff comm ents do not
foreclose the Comm ission from taking any actio n with respe ct to the f iling; and
• the com pany m ay not assert staff comme nts as a defense in any proceeding
initiated by the Comm ission or any person under the federal secu rities law s of the
United States.
In addition, please be advise d that the Division of Enfo rcement has access to all
inform ation you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filin g or in respo nse to our comm ents on your filing.
Mr. Kent Thiry
DaVita, Inc.
Decem ber 19, 2005
Page 4
You m ay contact Keira Ino, Staff Ac countant, at ( 202) 551-3659 or Oscar Young,
Senior Staff Accountant, at (202) 551-3622 if you have questions regarding the
comments. Please contact m e at (202) 551-3679 with any other questions.
Sincerely,
Jim B. Rosenberg
Senior Assistant Chief
Accountant