1.
Description of Business
Orthodontic Centers of America, Inc. (the Company) provides
integrated business services to orthodontists practicing throughout
the United States and in Japan, Mexico, and Puerto Rico.
The Company provides business operations,
financial, marketing and administrative services to orthodontic practices.
These services are provided under service and consulting agreements
(hereafter referred to as Service Agreements) with the
orthodontist and their wholly owned orthodontic entities (hereafter
referred to as Affiliated Orthodontists). The Affiliated
Orthodontists own the orthodontic entities. As the Company does not
control the orthodontic entities, it does not consolidate the financial
results of the orthodontic entities.
The financial statements include service
fees earned under the Service Agreements and the expenses of providing
the Companys services, which generally includes all expenses
of the orthodontic practices except for orthodontist compensation
and certain expenses directly related to the orthodontic entities,
such as professional insurance coverage.
2. Summary of Significant Accounting
Policies
Principles of Consolidation
The consolidated financial statements include the accounts of Orthodontic
Centers of America, Inc. and its wholly owned subsidiaries. Significant
intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from
those estimates.
Accounting Changes
Effective January 1, 2000, the Company adopted a change in accounting
for revenue in connection with Securities and Exchange Commission
Staff Accounting Bulletin No. 101 (SAB 101), Revenue Recognition
in Financial Statements. The cumulative effect of this accounting
change, calculated as of January 1, 2000, was $50.6 million, net of
income tax benefit of $30.6 million. The effect of this accounting
change in 2000 was to reduce revenue by $26.3 million. In 2000, the
Company recognized revenue of $57.3 million that was included in the
cumulative effect adjustment. The pro forma amounts presented in the
consolidated statements of income were calculated assuming the accounting
change was made retroactive to prior periods.
Effective January 1, 1999, the Company
adopted SOP 98-5, Reporting the Costs of Start-Up Activities.
The cumulative effect of this accounting change, calculated as of
January 1, 1999, was $678,000, net of income tax benefit. The pro
forma amounts in prior periods were not material.
Cash Equivalents
The Company considers all highly liquid investments with a maturity
of three months or less when purchased to be cash equivalents.
Investments
Management determines the appropriate classification of debt securities
at the time of purchase and re-evaluates such designation as of each
balance sheet date. All investments held at December 31, 2000 and
1999 are classified as available-for-sale because management does
not have positive intent to hold until maturity. Available-for-sale
investments are carried at amortized cost, which approximates fair
value. At December 31, 2000, investments were included in current
assets as management expects to use the proceeds from the sale of
the investments in its current operations. At December 31, 2000 and
1999, the Companys amortized cost of investments held consisted
of $999,000 and $983,000, respectively, of government bonds. The unrealized
gains and losses on these investments at December 31, 2000 and 1999
were not significant. The amortized cost of debt securities is adjusted
for amortization of premiums and accretion of discounts to maturity
and included in interest income. The cost of investments sold is based
on the specific identification method. Interest on investments classified
as available-for-sale is included in interest income.
Financial Instruments
The following methods and assumptions were used by the Company in
estimating its fair value disclosures for financial instruments:
Cash and Cash Equivalents: The carrying
amount reported in the balance sheets for cash and cash equivalents
approximates their fair value.
Investments: The fair values for marketable
debt securities are based on quoted market prices.
Service Fees Receivable and Advances
to Orthodontic Entities: The carrying amounts reported on the balance
sheets for service fees receivable and advances to orthodontic entities
approximate their fair values.
Long-Term Debt: The fair values of the
Companys long-term debt are estimated using discounted cash
flow analyses, based on the Companys current incremental borrowing
rates for similar types of borrowing arrangements, and approximate
their carrying values.
The Company will adopt Financial Accounting
Standards Board Statement FASB No. 133, Accounting for Derivative
Instruments and Hedging Activities, as amended, on January 1,
2001. As the Company has no derivatives at the date of adoption, there
will be no financial statement impact.
Revenue Recognition
Net revenue consists of service fees earned by the Company under the
Service Agreements. Effective January 1, 2000, the Company changed
its method of revenue recognition for service fees earned under its
Service Agreements with Affiliated Orthodontists. The Company recognizes
service fees based on patient contract revenues calculated on a straight-line
basis over the term of the patient contracts, net of amounts to be
retained by the orthodontists. The amounts to be retained by orthodontists
is the Companys estimate of the orthodontists proportionate
share of straight-line patient contract revenues, reduced by the amount
of Company expenses incurred and not yet reimbursed by the orthodontists.
Prior to the change in method, the Company
recognized service fee revenues pursuant to the terms of the Service
Agreements. Such fees were recognized on a monthly basis as approximately
24% of new patient contract balances plus a portion of existing patient
contract balances, less amounts retained by the orthodontists. This
method was supported by proportional performance of business services
provided under the Service Agreements.
Under the terms of the Service Agreements,
the Affiliated Orthodontists assign their patient receivables to the
Company in payment of their service fees. Service fees receivable
represents the portion of these patient receivables that the Company
expects to retain and which has been recognized as net revenue. Orthodontists
retain patient revenue not paid to the Company as the service fee.
The amounts ultimately retained by orthodontists are dependent upon
the financial performance of their practices.
Receivables
Service fee receivables and advances to orthodontic entities are classified
on the consolidated balance sheets based upon the expected date of
collection. Collection of amounts due from orthodontic entities is
highly dependent on the entities financial performance. Therefore,
the Company is exposed to certain credit risk. However, management
believes such risk is minimized by the Companys involvement
in certain business aspects of the orthodontic entity. Management
evaluates the collectibility of these receivables based upon a number
of factors relevant to the affiliated orthodontist, including recent
new patient contract performance, active patient base and center cost
structure. The Company has a history of collecting amounts due from
affiliated orthodontists.
Under the terms of the Service Agreements,
the orthodontic entities assign their patient receivables (billed
and unbilled) to the Company in payment of their service fees. The
Company is responsible for collection. Unbilled patient receivables
represent the earned revenue in excess of billings to patients as
of the end of each period. There are no unbilled receivables which
will not be billed. The Company is exposed to certain credit risks.
The Company manages such risks by regularly reviewing the accounts
and contracts, and providing appropriate allowances. Provisions are
made currently for all known or anticipated losses for billed and
unbilled patient receivables. Such deductions totaled $373,000, $2,079,000
and $2,295,000, for the years ended December 31, 2000, 1999 and 1998,
respectively, and have been within managements expectations.
Supplies Inventory
Supplies inventory is valued at the lower of cost or market determined
on the first-in, first-out basis.
Property, Equipment and Improvements
Property, equipment and improvements are stated at cost. Depreciation
expense is provided using the straight-line method over the estimated
useful lives of the assets, which range from 5 to 10 years. Leasehold
improvements are amortized over the original lease terms which are
generally 5 to 10 years. The related depreciation and amortization
expense for the years ended December 31, 2000, 1999 and 1998 was $8,151,000,
$6,519,000 and $4,575,000, respectively.
Intangible Assets
The Company affiliates with a practicing orthodontist by acquiring
substantially all of the non-professional assets of the orthodontists
practice, either directly or indirectly through a stock purchase,
and entering into a Service Agreement with the orthodontist. The terms
of the Service Agreements range from 20 to 40 years, with most ranging
from 20 to 25 years. The acquired assets generally consist of equipment,
furniture, fixtures and leasehold interests. The Company records these
acquired tangible assets at their fair value as of the date of acquisition,
and depreciates or amortizes the acquired assets using the straight-line
method over their useful lives. The remainder of the purchase price
is allocated to an intangible asset, which represents the costs of
obtaining the Service Agreement, pursuant to which the Company obtains
the exclusive right to provide business operations, financial, marketing
and administrative services to the orthodontist during the term of
the Service Agreement. In the event the Service Agreement is terminated,
the related orthodontic entity is generally required to purchase all
of the related assets, including the unamortized portion of intangible
assets, at the current book value.
The Company may issue shares of its
common stock as consideration when it acquires the assets of and enters
into Service Agreements with practicing orthodontists. The Company
values the shares of stock issued in these transactions at the average
closing market price during a few days prior to the date on which
the particular transaction is closed.
Service Agreements are amortized over
the shorter of their term or 25 years. Amortization expense for the
years ended December 31, 2000, 1999 and 1998, was $7,024,000 $5,719,000
and $4,549,000 respectively. Accumulated amortization was $20,737,000
and $13,713,000 as of December 31, 2000 and 1999, respectively. Intangible
assets and the related accumulated amortization are written off when
fully amortized.
Impairment of Long-Lived Assets
The Company assesses long-lived assets for impairment under FASB Statement
No. 121, Accounting for Impairment of Long-Lived Assets and
for Long-Lived Assets to Be Disposed Of (FAS 121). Under those
rules, Service Agreements are included in impairment evaluations when
events or circumstances exist that indicate the carrying amounts of
those assets may not be recoverable. The recoverability of Service
Agreements is assessed periodically and takes into account whether
the Service Agreements should be completely or partially written off
or the amortization period accelerated based on managements
estimate of future operating income over the remaining term of the
Service Agreement. If a Service Agreement is considered to be impaired,
the impairment to be recognized is measured by the amount by which
the carrying amount of the Service Agreement exceeds its fair value
using estimated cash flows on a discounted basis.
Marketing and Advertising Costs
Marketing and advertising costs are expensed as incurred.
Income Taxes
Income taxes for the Company are determined by the liability method
in accordance with Statement of Financial Accounting Standards 109,
Accounting for Income Taxes.
Stock Compensation Arrangements
As permitted by FASB Statement No. 123 Accounting for Stock-Based
Compensation, (FAS 123) the Company accounts for its stock compensation
arrangements with employees under the intrinsic value method prescribed
by APB 25, Accounting for Stock Issued to Employees.
The Company accounts for stock options granted
to non-employees, primarily orthodontists, at fair value determined
according to FAS 123.
Reclassifications
Amounts reported as patient receivables, unbilled patient receivables
and patient prepayments in the financial statements for 1999 and 1998
have been reclassified as service fees receivables to conform to their
2000 presentation.
3. Transactions with Orthodontic
Entities
The following table summarizes the Companys finalized agreements
with orthodontic entities to obtain Service Agreements and to acquire
other assets for the years ended December 31, 2000, 1999 and 1998:
|
|
|
|
|
|
|
|
|
|
|
Share |
|
Common |
|
|
Total |
|
Notes |
|
Remainder |
|
Value
(at |
|
Stock |
|
|
Acquisition |
|
Payable |
|
(Primarily |
|
average |
|
Shares |
|
|
Costs |
|
Issued |
|
Cash) |
|
cost) |
|
Issued |
![](../art/spacer.gif) |
2000 |
|
$ |
34,220,000 |
|
$ |
1,255,000 |
|
$ |
28,246,000 |
|
$ |
4,719,000 |
|
227,000 |
1999 |
|
|
21,700,000 |
|
|
3,600,000 |
|
|
17,190,000 |
|
|
910,000 |
|
80,000 |
1998 |
|
|
56,900,000 |
|
|
8,700,000 |
|
|
43,994,000 |
|
|
4,206,000 |
|
253,000 |
At December 31, 2000 and 1999, advances to
orthodontic entities totaled $16,701,000 and $20,530,000, respectively.
Of these amounts, approximately $1,208,000 and $5,045,000 related
to orthodontic entities that generated operating losses during the
three months ended December 31, 2000 and 1999, respectively. At December
31, 2000 and 1999, advances to orthodontic entities in international
locations totaled $6,196,000 and $1,413,000, respectively.
Orthodontic centers that have been newly
developed by the Company have typically generated initial operating
losses as the orthodontists practicing in the centers begin to build
a patient base. These newly developed centers have typically begun
to generate operating profits after approximately 12 months of operations.
To assist Affiliated Orthodontists in obtaining financing for their
portion of initial operating losses and capital improvements for newly
developed orthodontic centers, the Company has entered into an agreement
with a financial institution under which (i) the financial institution
finances these operating losses and capital improvements directly
to the orthodontic entity, subject to the financial institutions
credit approval of the orthodontic entity, and (ii) the Company remains
a guarantor of the related debt. At December 31, 2000 and 1999, the
Company was a guarantor for approximately $2,914,000 and $4,356,000,
respectively, of loans under this arrangement. Of these amounts, approximately
$172,000 and $392,000 related to orthodontic centers that generated
operating losses during the three months ended December 31, 2000 and
1999, respectively.
The Company has reserved 2,000,000 shares
of common stock for issuance to Affiliated Orthodontists through a
stock purchase program that allows participating Affiliated Orthodontists
to acquire shares of common stock from the Company.
4. Property, Equipment and Improvements
Property, equipment and improvements consisted of the following (in
thousands):
|
| |
December
31, |
| |
|
2000 |
|
1999 |
![](../art/spacer.gif) |
Leasehold
improvements |
|
$ |
51,408 |
|
|
$ |
45,237 |
|
Furniture
and fixtures |
|
|
44,916 |
|
| |
35,603 |
|
Other
equipment |
|
|
155 |
|
|
|
110 |
|
Centers
in progress |
|
|
7,408 |
|
|
|
2,666 |
|
![](../art/spacer.gif) |
|
|
|
103,887 |
|
|
|
83,616 |
|
Less
accumulated depreciation |
|
|
|
|
|
|
|
|
and
amortization |
|
|
(27,201 |
) |
|
|
(19,050 |
) |
![](../art/spacer.gif) |
|
|
$ |
76,686 |
|
|
$ |
64,566 |
|
![](../art/spacer.gif) |
5. Long-Term Debt and Notes Payable
Long-term debt consisted of the following (in thousands):
|
|
December
31, |
|
|
2000 |
|
1999 |
![](../art/spacer.gif) |
Senior
Credit Facility |
|
$ |
57,466 |
|
$ |
50,632 |
Notes
payable to affiliated |
|
|
|
|
|
|
orthodontists,
interest rates |
|
|
|
|
|
|
from
7 to 10%, with maturity |
|
|
|
|
|
|
dates
ranging from 2001 |
|
|
|
|
|
|
to
2004, unsecured |
|
|
3,535 |
|
|
8,161 |
![](../art/spacer.gif) |
|
|
|
61,001 |
|
|
58,793 |
Less
current portion |
|
|
2,426 |
|
|
6,020 |
![](../art/spacer.gif) |
|
|
$ |
58,575 |
|
$ |
52,773 |
![](../art/spacer.gif) |
The aggregate maturities of long-term
debt as of December 31, 2000 for each of the next five years are as
follows (in thousands): 2001$2,426; 2002$851; 2003$57,721;
2004$0; and 2005$3.
The Company has a syndicated $100,000,000
Senior Revolving Credit Facility Agreement (the Senior Credit
Facility). The Senior Credit Facility provides for an interest
rate based on LIBOR, plus the Applicable Margin, as defined in the
Senior Credit Facility. As of December 31, 2000, the Company had $42.5
million available for borrowing under its Senior Credit Facility.
The Companys outstanding borrowings under the Senior Credit
Facility at December 31, 2000 included $37.4 million in U.S. dollars
and $20.1 million in Japanese yen (converted to U.S. dollars). The
Company pays a quarterly commitment fee ranging from 0.25% to 0.375%
per annum of the unused portion of available credit under the Senior
Credit Facility. The interest rate outstanding as of December 31,
2000 ranged from 1.86% to 7.94% per annum, with a maturity date of
October 2003. The Company utilizes the proceeds to refinance certain
existing indebtedness, to finance certain acquisitions of assets of
existing orthodontic centers, and for working capital. The amounts
borrowed under the Senior Credit Facility are secured by security
interests in all of the Companys assets, including its accounts
receivable and equipment. The Company is required to maintain certain
financial and nonfinancial covenants under the terms of the Senior
Credit Facility, including a maximum leverage ratio, minimum fixed
charge coverage ratio and minimum consolidated net worth ratio. At
December 31, 2000, the Company was in compliance with the covenants
and restrictions of the Senior Credit Facility.
At December 31, 2000, the Company also
had a $3,000,000 line of credit with a financial institution. There
was no outstanding balance on this line of credit as of December 31,
2000. The line of credit is available for general working capital
needs, the development of new orthodontic centers and the acquisition
of assets from existing orthodontic centers. The Company is required
to maintain certain financial covenants under the terms of this line
of credit. The line of credit agreement also restricts certain activities
of the Company, including limiting the declaration of dividends to
current earnings. At December 31, 2000, the Company was in compliance
with the covenants and restrictions of the agreement.
6. Earnings Per Share
The following table sets forth the components of the basic and diluted
net income (loss) per share calculations (in thousands).
|
|
Year
Ended December 31, |
|
|
|
2000 |
|
|
|
1999 |
|
|
|
1998 |
|
![](../art/spacer.gif) |
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
Income
before cumulative |
|
|
|
|
|
|
|
|
|
|
|
effect
of accounting |
|
|
|
|
|
|
|
|
|
|
|
change
for basic and |
|
|
|
|
|
|
|
|
|
|
|
diluted
earnings per share |
|
$ |
47,722 |
|
|
$ |
46,514 |
|
|
$ |
33,813 |
Cumulative
effect of |
|
|
|
|
|
|
|
|
|
|
|
changes
in accounting |
|
|
|
|
|
|
|
|
|
|
|
principles,
net of income |
|
|
|
|
|
|
|
|
|
|
|
tax
benefit |
|
|
(50,576 |
) |
|
|
(678 |
) |
|
|
— |
![](../art/spacer.gif) |
Numerator
for basic and |
|
|
|
|
|
|
|
|
|
|
|
diluted
earnings per share |
|
$ |
(2,854 |
) |
|
$ |
45,836 |
|
|
$ |
33,813 |
![](../art/spacer.gif) |
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
Denominator
for basic |
|
|
|
|
|
|
|
|
|
|
|
earnings
per share |
|
|
48,412 |
|
|
|
47,998 |
|
|
|
47,690 |
Effect
of dilutive securities |
|
|
1,433 |
|
|
|
645 |
|
|
|
812 |
![](../art/spacer.gif) |
Denominator
for diluted |
|
|
|
|
|
|
|
|
|
|
|
earnings
per share |
|
|
49,845 |
|
|
|
48,643 |
|
|
|
48,502 |
![](../art/spacer.gif) |
7. Leases
Facilities for the orthodontic centers and administrative offices
are rented under long-term leases accounted for as operating leases.
The original lease terms are generally 5 to 10 years with options
to renew the leases for specified periods subsequent to their original
terms. The leases have other various provisions, including sharing
of certain executory costs and scheduled rent increases. Minimum rent
expense is recorded on a straight-line basis over the life of the
lease. Minimum future rental commitments as of December 31, 2000 are
as follows (in thousands):
2001 |
|
$ |
16,680 |
2002 |
|
|
13,037 |
2003 |
|
|
5,942 |
2004 |
|
|
2,447 |
2005 |
|
|
1,524 |
Thereafter |
|
|
2,811 |
![](../art/spacer.gif) |
|
|
$ |
42,441 |
![](../art/spacer.gif) |
Many of the lease agreements provide
for payments comprised of a minimum rental payment plus a contingent
rental payment based on a percentage of cash collections and other
amounts. Rent expense attributable to minimum and additional rentals
along with sublease income was as follows (in thousands):
|
|
Year
Ended December 31, |
|
|
|
2000 |
|
|
|
1999 |
|
|
|
1998 |
|
![](../art/spacer.gif) |
Minimum
rentals |
|
$ |
15,589 |
|
|
$ |
13,769 |
|
|
$ |
10,446 |
|
Additional
rentals |
|
|
8,521 |
|
|
|
5,014 |
|
|
|
3,783 |
|
Sublease
income |
|
|
(137 |
) |
|
|
(159 |
) |
|
|
(101 |
) |
![](../art/spacer.gif) |
|
|
$ |
23,973 |
|
|
$ |
18,624 |
|
|
$ |
14,128 |
|
![](../art/spacer.gif) |
8. Income Taxes
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes. Significant
components of the consolidated deferred tax liabilities and assets
were as follows (in thousands):
|
|
December
31, |
|
|
2000 |
|
1999 |
![](../art/spacer.gif) |
Deferred
tax liabilities: |
|
|
|
|
|
|
|
|
Intangible
assets |
|
$ |
(14,633 |
) |
|
$ |
(16,622 |
) |
Other |
|
|
(769 |
) |
|
|
(288 |
) |
![](../art/spacer.gif) |
Total
deferred tax liabilities |
|
|
(15,402 |
) |
|
|
(16,910 |
) |
Deferred
tax assets: |
|
|
|
|
|
|
|
|
Service
fees receivable |
|
|
41,410 |
|
|
|
4,455 |
|
![](../art/spacer.gif) |
Total
deferred tax assets |
|
|
41,410 |
|
|
|
4,455 |
|
![](../art/spacer.gif) |
Net
deferred tax asset (liability) |
|
$ |
26,008 |
|
|
$ |
(12,455 |
) |
![](../art/spacer.gif) |
Components
of the provision (benefit) for income taxes before the tax effect
of the change in accounting were as follows (in thousands):
|
|
Year
Ended December 31, |
|
|
2000 |
|
1999 |
|
1998 |
![](../art/spacer.gif) |
Current |
|
$ |
36,341 |
|
|
$ |
26,933 |
|
$ |
23,520 |
|
Deferred |
|
|
(7,792 |
) |
|
|
1,273 |
|
|
(2,767 |
) |
![](../art/spacer.gif) |
Total |
|
$ |
28,549 |
|
|
$ |
28,206 |
|
$ |
20,753 |
|
![](../art/spacer.gif) |
The reconciliation of income tax computed
at the federal statutory rates to the provision for income taxes before
the tax effect of the change in accounting is (in thousands):
|
|
Year
Ended December 31, |
|
|
2000 |
|
1999 |
|
1998 |
![](../art/spacer.gif) |
Tax
at federal |
|
|
|
|
|
|
|
|
|
statutory
rates |
|
$ |
25,551 |
|
$ |
25,237 |
|
$ |
18,460 |
Other,
primarily |
|
|
|
|
|
|
|
|
|
state
income taxes |
|
|
2,998 |
|
|
2,969 |
|
|
2,293 |
![](../art/spacer.gif) |
Total |
|
$ |
28,549 |
|
$ |
28,206 |
|
$ |
20,753 |
![](../art/spacer.gif) |
9. Benefit Plan
Stock Option Plans
The Company has reserved 3,400,000 of the authorized shares of common
stock for issuance pursuant to options granted and restricted stock
awarded under the Orthodontic Centers of America, Inc. 1994 Incentive
Stock Plan (the Incentive Option Plan). Options may be
granted to officers, directors and employees of the Company, for terms
not longer than 10 years at prices not less than fair market value
of the common stock on the date of grant. Grant options generally
become exercisable in four equal installments beginning two years
after the grant date, and expire 10 years after the grant date. At
December 31, 2000, 526,664 shares were available for issuance under
the Incentive Option Plan.
The Company has reserved 600,000 of
the authorized shares of common stock for issuance pursuant to options
granted and restricted stock awarded under the Orthodontic Centers
of America, Inc. 1994 Non-Qualified Stock Option Plan for Non-Employee
Directors (the Director Option Plan). The Director Option
Plan provides for the grant of options to purchase 2,400 shares of
common stock on the first trading date each year to each non-employee
director serving the Company on such date, at prices equal to the
fair market value of the common stock on the date of grant. Grant
options generally become exercisable in four equal annual installments
beginning two years after the grant date, and expiring 10 years after
the grant date, unless canceled sooner due to termination of service
or death. At December 31, 2000, 552,000 shares were available for
issuance under the Director Option Plan.
The Company has reserved 2,000,000 of the
authorized shares of common stock for issuance pursuant to options
granted under the Orthodontic Centers of America, Inc. 1995 Restricted
Stock Option Plan (the Orthodontist Option Plan). Options
may be granted to orthodontists who own an orthodontic entity which
has a service or consulting agreement with the Company, at prices
not less than 100% of the fair market value of the common stock on
the date of grant. Grant options generally become exercisable in four
equal annual installments beginning two years after grant date, and
expire 10 years after grant date. At December 31, 2000, 1,042,024
shares were available for issuance under the Orthodontist Option Plan.
Compensation expense of $110,000, $410,000 and $95,000 has been recognized
for the Orthodontist Option Plan for 2000, 1999 and 1998, respectively.
The Company has reserved 200,000 of
the authorized shares of common stock for issuance under the 1996
Employee Stock Purchase Plan (the Employee Purchase Plan),
which allows participating employees of the Company to purchase shares
of common stock from the Company through a regular payroll deduction
of up to 10% of their respective normal monthly pay. Deducted amounts
are accumulated for each participating employee and used to purchase
the maximum reported on the New York Stock Exchange on the applicable
purchase date or the first trading date of the year, whichever is
lower. Additionally, the Company has reserved 2,000,000 shares of
common stock for issuance to affiliated orthodontists through a stock
purchase program that allows participating affiliated orthodontists
to acquire shares of common stock from the Company. At December 31,
2000, a total of 2,126,207 shares were available for issuance under
these stock purchase plans.
FASB Statement No. 123, Accounting
for Stock-Based Compensation, requires the Company to disclose
pro forma information regarding net income and earnings per share
as if the Company had accounted for its employee stock options under
the fair value method. The fair value was estimated at the date of
grant using a Black-Scholes option pricing model with the following
weighted-average assumptions.
|
|
2000 |
|
|
1999 |
|
|
1998 |
|
![](../art/spacer.gif) |
Risk-free
interest rate |
|
6.52 |
% |
|
6.25 |
% |
|
6.11 |
% |
Dividend
yield: |
|
|
|
|
|
|
|
|
|
Volatility
factor |
|
.553 |
|
|
.505 |
|
|
.490 |
|
Weighted-average
|
|
|
|
|
|
|
|
|
|
expected
life |
|
6.43
years |
|
|
6.65
years |
|
|
7.43
years |
|
The Black-Scholes option valuation model
was developed for use in estimating the fair value of traded options
which have no vesting restrictions and are fully transferable. In
addition, option valuation models require the input of highly subjective
assumptions including the expected stock price volatility. Because
the Companys employee stock options have characteristics significantly
different from those of traded options, and because changes in the
subjective input assumptions can materially affect the fair value
estimate, in managements opinion, the existing models do not
necessarily provide a reliable single measure of the fair value of
its employee stock options.
For purposes of pro forma disclosures,
the estimated fair value of the option is amortized to expense over
the options vesting period. Had the Companys stock-based
compensation plans been determined based on the fair value at the
grant dates, the Companys net income and earnings per share
would have been reduced to the pro forma amounts before the effect
of the change in accounting principle indicated below (in thousands,
except per share data):
|
|
2000 |
|
1999 |
|
1998 |
![](../art/spacer.gif) |
Pro
forma net income |
|
$ |
46,467 |
|
$ |
44,431 |
|
$ |
33,111 |
Pro
forma earnings |
|
|
|
|
|
|
|
|
|
per
share: |
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
.96 |
|
$ |
.93 |
|
$ |
.69 |
Diluted |
|
$ |
.93 |
|
$ |
.91 |
|
$ |
.68 |
A summary of the Companys stock option activity, and related
information for the years ended December 31 follows:
|
|
2000 |
|
1999 |
|
1998 |
|
|
|
|
|
Weighted |
|
|
|
|
Weighted |
|
|
|
|
Weighted
|
|
|
|
|
|
Average |
|
|
|
|
Average |
|
|
|
|
Average
|
|
|
|
|
|
Exercise |
|
|
|
|
Exercise |
|
|
|
|
Exercise |
|
|
Options |
|
|
Price |
|
Options |
|
|
Price |
|
Options |
|
|
Price |
![](../art/spacer.gif) |
Outstanding
at beginning of year |
|
4,333,585 |
|
|
$ |
11.63 |
|
3,272,886 |
|
|
$ |
10.72 |
|
3,130,072 |
|
|
$ |
9.57 |
Granted |
|
302,466 |
|
|
|
15.33 |
|
1,254,018 |
|
|
|
14.26 |
|
373,943 |
|
|
|
16.36 |
Exercised |
|
(479,473 |
) |
|
|
10.49 |
|
(122,775 |
) |
|
|
4.87 |
|
(181,729 |
) |
|
|
3.54 |
Forfeited |
|
(299,164 |
) |
|
|
15.25 |
|
(70,544 |
) |
|
|
17.42 |
|
(49,400 |
) |
|
|
4.72 |
![](../art/spacer.gif) |
Outstanding
at end of year |
|
3,857,414 |
|
|
|
12.28 |
|
4,333,585 |
|
|
|
11.63 |
|
3,272,886 |
|
|
|
10.72 |
![](../art/spacer.gif) |
Exercisable
at end of year |
|
2,242,142 |
|
|
|
10.26 |
|
1,664,468 |
|
|
|
10.21 |
|
901,575 |
|
|
|
6.47 |
![](../art/spacer.gif) |
Weighted
average fair value of options |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
granted
during the year |
|
$11.31 |
|
|
|
|
|
$9.26 |
|
|
|
|
|
$12.05 |
|
|
|
|
![](../art/spacer.gif) |
Of the options outstanding at December
31, 2000, approximately 809,000 were issued on or about the date of
the Companys initial public offering and have exercise prices
which range from $2.75 to $3.25, a weighted average exercise price
of $3.06, and a weighted average remaining contractual life of 4 years.
The remaining options outstanding at December 31, 2000 have exercise
prices which range from $2.75 to $33.13, a weighed average exercise
price of $14.63, and a weighed average remaining contractual life
of 7.02 years.
Key Employee Stock Purchase Plan
The Company implemented the Orthodontic Centers of America, Inc. 1997
Key Employee Stock Purchase Plan (the Key Employee Purchase
Plan) to encourage ownership of the Companys common stock
by executive officers and other key employees of the Company and thereby
align their interests with those of the Companys shareholders.
For each employee participating in the
Key Employee Purchase Plan, the Company will finance 50% of the purchase
price through a loan from the Company. Each such loan will be evidenced
by a promissory note and will be a full recourse obligation of the
employee, secured by all of the shares of common stock acquired by
the employee in connection with the loan. Each such loan will bear
a market rate of interest and the outstanding principal and accrued
interest under the loan will be payable, in one lump-sum payment,
on the earlier of (i) the fifth anniversary of the date of the loan
or (ii) termination of the applicable employees employment with
the Company. A proportionate amount of the outstanding principal and
accrued interest under the loan will be payable upon the sale or transfer
by the employee of shares of common stock purchase in connection with
the loan.
The Key Employee Purchase Plan includes
a risk-sharing provision, whereby during their term of employment
with the Company a participating employee will be responsible for
100% of any losses, but is entitled to only 50% of any gains (with
the Company being entitled to the other 50% of such gains), occurring
with respect to the sale by the employee of shares of common stock
purchased under the Key Employee Purchase Plan and held for less than
three years. In addition, with respect to the sale by the employee
of shares purchased under the Key Employee Purchase Plan and held
for more than three but less than five years, the employee will be
entitled to 100% of any gains and the principal amount of the loan
to the employee from the Company will be reduced by 50% of any losses
during the term of the employees employment with the Company.
In 1997, 295,000 shares of common stock
were purchased under the Key Employee Purchase Plan. The 50% of the
loan not financed by the Company was financed personally by major
shareholders on terms comparable to the loan from the Company. This
loan has been recorded as a capital contribution to the Company with
the corresponding amount due from the key employees recorded as a
deduction from shareholders equity. The loan to be financed
personally by shareholders was paid by the Company at the time of
the offering and has not been repaid at December 31, 2000. Therefore,
a capital contribution receivable from the shareholders had been recorded
at December 31, 2000 as a reduction from shareholders equity.
The total amount due from key employees in conjunction with the Key
Employee Purchase Plan as of December 31, 2000 was $1,604,000.
Defined Contribution Plan
The Company sponsors a 401(k) plan for all employees who have satisfied
minimum service and age requirements. Employees may contribute up
to 15% of their earnings to the plan. The Company matches 40% of an
employees contribution to the plan, up to a maximum of $600
per year. Plan expense totaled $45,000, $59,000, and $52,000 for years
ended December 31, 2000, 1999 and 1998, respectively.
10. Commitments and Contingencies
In May 2000, Benjamin M. Pridemore, Jr., D.D.S. and B. Morgan Pridemore,
III filed a lawsuit against the Company alleging that the Company
breached the terms of an agreement reached in settlement of previous
litigation, and that the Company fraudulently induced them to enter
into that settlement agreement. The plaintiffs are seeking specific
enforcement of the settlement agreement and unspecified compensatory
and punitive damages and attorneys fees. While the Company believes
that the plaintiffs claims lack merit, it is not possible to
predict the outcome of this matter, and these matters could have a
material adverse effect on the Companys financial position and
results of operations.
In October 2000, the Company filed a
lawsuit against Dr. Ronald M. Roncone. Shortly before filing the litigation,
the Company terminated Dr. Roncones employment for cause. In
its lawsuit, the Company alleges that Dr. Roncone failed to satisfy
a condition to the Companys performance under the employment
agreement by refusing to affiliate his orthodontic practice with the
Company and by failing to recruit the minimum number of affiliated
orthodontists, and is therefore not entitled to certain incentive
compensation specified by the employment agreement. The Company also
seeks repayment of $2.3 million that the Company loaned to Dr. Roncone,
about $1.4 million that the Company paid to a third-party lender as
guarantor of a loan to Dr. Roncone and about $1.0 million that the
Company advanced on Dr. Roncones behalf to lease, improve and
equip a training center and orthodontic office for Dr. Roncone. In
November 2000, Dr. Ronald M. Roncone filed litigation against the
Company alleging that the Company breached the terms of an employment
agreement and the terms of an alleged oral agreement to convert about
$3.0 million in loans to Dr. Roncone to an interest-free basis and,
at his option, compensation, and to waive Dr. Roncones obligation
to affiliate his practice with the Company. Dr. Roncone seeks an unspecified
amount of money damages or 700,000 shares of the Companys common
stock. While the Company believes the plaintiffs claims lack
merit, it is not possible to predict the outcome of this matter, and
these matters could have a material adverse effect on the Companys
financial position and results of operations.
On April 9, 2001, a lawsuit purported
to be a class action on behalf of purchasers of shares of the Companys
stock from April 27, 2000 through March 15, 2001, was filed against
the Company, Bartholomew F. Palmisano, Sr., Bartholomew F. Palmisano,
Jr., and Dr. Gasper Lazzara, Jr. In the complaint, the plaintiffs
alleged that the Company and other defendants violated certain provisions
of federal securities laws by allegedly recognizing revenue in violation
of generally accepted accounting principles in the United States and
SEC disclosure requirements and by allegedly making false and misleading
statements about our financial results and accounting, which the plaintiffs
alleged artificially inflated the market price of the Companys
common stock. The plaintiffs allegations related in part to
the Companys change in revenue recognition policy pursuant to
SEC Staff Accounting Bulletin No. 101, Revenue Recognition in
Financial Statements, which is discussed in Note 2 to the consolidated
financial statements. The plaintiff is seeking unspecified compensatory
damages, interest and attorneys fees. While the Company believes
the plaintiffs claims lack merit, it is not possible to predict
the outcome of this matter, and these matters could have a material
adverse effect on the Companys financial position and results
of operations
In the normal course of business, the
Company becomes a defendant or plaintiff in various lawsuits. Although
a successful claim for which the Company is not fully insured could
have a material effect on the Companys financial condition,
management is of the opinion that it maintains insurance at levels
sufficient to insure itself against the normal risk of operations.
11. Quarterly Results of Operations (Unaudited)
The following is a tabulation of the unaudited quarterly results of
operations for the years ended December 31, 2000 and 1999 (in thousands,
except per share data). For the year ended December 31, 2000, the
amounts include results previously reported by the Company and results
restated to reflect the Companys change in revenue recognition
pursuant to Staff Accounting Bulletin No. 101, Revenue Recognition
in Financial Statements effective January 1, 2000.
|
|
Quarter
Ended |
|
|
March |
|
June |
|
September |
|
December |
|
|
2000 |
|
2000 |
|
2000 |
|
2000 |
|
|
As
Previously |
|
As |
|
As
Previously |
|
As |
|
As
Previously |
|
As |
|
|
|
|
|
Reported |
|
Restated |
|
Reported |
|
Restated |
|
Reported |
|
Restated |
|
|
|
![](../art/spacer.gif) |
Net
revenue |
|
$ |
65,765 |
|
$ |
59,282 |
|
|
$ |
71,767 |
|
$ |
65,842 |
|
$ |
77,515 |
|
$ |
69,724 |
|
$ |
73,988 |
Operating
profit |
|
|
23,197 |
|
|
16,821 |
|
|
|
25,473 |
|
|
19,897 |
|
|
27,253 |
|
|
19,752 |
|
|
23,532 |
Net
income before cumulative |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
effect
of changes in |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
accounting
principles |
|
|
14,024 |
|
|
9,982 |
|
|
|
15,373 |
|
|
11,829 |
|
|
16,321 |
|
|
11,578 |
|
|
14,333 |
Cumulative
effect of changes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in
accounting principles, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
net
of income tax benefit |
|
|
— |
|
|
(50,576 |
) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Net
income (loss) |
|
|
14,024 |
|
|
(40,594 |
) |
|
|
15,373 |
|
|
11,829 |
|
|
16,321 |
|
|
11,578 |
|
|
14,333 |
Net
income per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
assuming
dilution: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income per share before |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
cumulative
effect of changes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in
accounting principles |
|
|
0.29 |
|
|
0.20 |
|
|
|
0.31 |
|
|
0.24 |
|
|
0.33 |
|
|
0.23 |
|
|
0.29 |
Cumulative
effect of changes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in
accounting principles, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
net
of income tax benefit, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
per
share |
|
|
— |
|
|
(1.04 |
) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Net
income (loss) per share |
|
|
0.29 |
|
|
(0.84 |
) |
|
|
0.31 |
|
|
0.24 |
|
|
0.33 |
|
|
0.23 |
|
|
0.29 |
A portion of the revenue that was included
in the cumulative effect adjustment as of January 1, 2000 was recognized
as revenue in 2000. The amount of this recycled revenue was 16.9 million
during the quarter ended March 31, 2000, $15.3 million during the
quarter ended June 30, 2000, $13.6 million during the quarter ended
September 30, 2000, and $11.5 million during the quarter ended December
31, 2000.
|
|
Quarter
Ended |
|
|
March |
|
June |
|
September |
|
December |
|
|
1999 |
|
1999 |
|
1999 |
|
1999 |
![](../art/spacer.gif) |
Net
revenue |
|
$ |
49,048 |
|
$ |
55,401 |
|
$ |
59,770 |
|
$ |
62,071 |
Operating
profit |
|
|
16,666 |
|
|
18,923 |
|
|
20,094 |
|
|
21,241 |
Net
income |
|
|
9,479 |
|
|
11,523 |
|
|
12,095 |
|
|
12,738 |
Net
income per share: |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
.20 |
|
$ |
.24 |
|
$ |
.25 |
|
$ |
.26 |
Diluted |
|
|
.19 |
|
|
.24 |
|
|
.25 |
|
|
.26 |
|
|