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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2001, OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _________ TO
___________.
Commission File No.: 001-13457
ORTHODONTIC CENTERS OF AMERICA, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 72-1278948
------------------------------- ---------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
3850 North Causeway Boulevard, Suite 1040
Metairie, Louisiana 70002
----------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(504) 834-4392
--------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
--------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES X NO
--- ---
At August 9, 2001, there were 49,294,168 outstanding shares of the Registrant's
Common Stock, $.01 par value per share.
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ORTHODONTIC CENTERS OF AMERICA, INC.
TABLE OF CONTENTS
Page
----
Part I Financial Information
Item 1. Consolidated Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets -
June 30, 2001 and December 31, 2000.........................................................................4
Condensed Consolidated Statements of Income -
Six months ended June 30, 2001 and 2000.....................................................................5
Condensed Consolidated Statements of Income -
Three months ended June 30, 2001 and 2000 ..................................................................6
Condensed Consolidated Statements of Cash Flow -
Six months ended June 30, 2001 and 2000.....................................................................7
Notes to Condensed Consolidated Financial Statements - June 30, 2001........................................8
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations...................11
Item 3. Quantitative and Qualitative Disclosures about Market Risk..............................................19
Part II. Other Information
Item 1. Legal Proceedings ......................................................................................20
Item 4. Submission of Matters to a Vote of Security Holders.....................................................20
Item 6. Exhibits and Reports on Form 8-K........................................................................21
FORWARD-LOOKING STATEMENTS
Certain statements contained in this Report may not be based on historical facts
and are "forward looking statements" within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934,
as amended. These forward-looking statements may be identified by reference to a
future period(s) or by the use of forward looking terminology, such as
"anticipate," "estimate," "believe," "expect," "foresee," "may" or "will." These
forward-looking statements include the statements regarding the Company's future
growth, deferred tax asset, liquidity, capital resources, acquisition of service
agreements and the proposed merger with OrthAlliance, Inc. The Company cautions
you not to place undue reliance on these forward-looking statements, in that
they involve certain risks and uncertainties that could cause actual results to
differ materially from anticipated results. These risks and uncertainties
include failure or delay in obtaining required stockholder approval or meeting
other conditions to closing the proposed merger, the companies' failure to
consummate the proposed merger, inability to successfully integrate the
companies after the proposed merger, adverse changes in the companies' financial
results and conditions, failure to consummate proposed developments or
acquisitions, the ability of the Company to effectively manage an increasing
number of Orthodontic Centers, changes in the general economy of the United
States and the specific markets in which the Orthodontic Centers are or are
proposed to be located, risks relating to the Company's foreign operations,
unexpected operating results, changes in the Company's operating or
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expansion strategy, the ability of the Company to attract and retain qualified
personnel and orthodontists, the ability of the Company to effectively market
its services and products, existing and future regulations affecting the
Company's business, the Company's dependence on existing sources of funding, and
other factors generally understood to affect the financial results of
orthodontic practice management companies and other factors as may be identified
from time to time in the Company's Annual Report on Form 10-K for the year ended
December 31, 2000 and other filings with the Securities and Exchange Commission
or in other public announcements by the Company. The Company undertakes no
obligation to update these forward-looking statements to reflect events or
circumstances that occur after the date of this Report.
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PART I. FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
Orthodontic Centers of America, Inc.
Condensed Consolidated Balance Sheets
June 30, December 31,
2001 2000(1)
------------- -------------
(Unaudited)
(in thousands)
ASSETS:
Current assets:
Cash and cash equivalents ............................................. $ 7,322 $ 4,690
Investments ........................................................... -- 999
Service fee receivable, net of allowance for uncollectible amounts .... 44,125 35,350
Deferred income taxes ................................................. 1,439 1,978
Current portion of advances to orthodontic entities ................... 8,873 7,644
Supplies inventory .................................................... 7,361 7,306
Prepaid expenses and other assets ..................................... 3,508 3,782
------------- -------------
Total current assets .............................................. 72,628 61,749
Property, equipment and improvements, net .................................. 81,646 76,686
Advances to orthodontic entities, less current portion ..................... 10,513 9,057
Deferred income taxes ...................................................... 24,026 24,030
Intangible assets .......................................................... 202,777 194,544
Other assets ............................................................... 3,520 1,881
------------- -------------
Total assets ............................................................... $ 395,110 $ 367,947
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
Accounts payable ...................................................... $ 2,497 $ 7,855
Accrued salaries and other current liabilities ........................ 5,428 4,054
Deferred revenue ...................................................... 1,876 2,516
Income taxes payable .................................................. 2,253 2,913
Amounts payable to orthodontic entities ............................... 3,294 2,412
Current portion of notes payable to affiliated orthodontists .......... 1,549 2,426
------------- -------------
Total current liabilities ......................................... 16,897 22,176
Long-term debt, less current portion ....................................... 59,798 58,575
Non-controlling interest in subsidiary ..................................... 79 --
Stockholders' equity:
Preferred stock ....................................................... -- --
Common stock, $.01 par value per share, 100,000,000 shares
authorized, $48,837,000 shares outstanding at June 30, 2001 and
48,600,000 shares outstanding at December 31, 2000................... 489 487
Additional paid-in capital ............................................ 170,976 168,661
Retained earnings ..................................................... 150,232 121,581
Accumulated other comprehensive income/(expense)....................... (127) (127)
Due from key employees for stock purchase program ..................... (1,490) (1,604)
Capital contribution receivable from stockholders ..................... (1,744) (1,802)
------------- -------------
Total stockholders' equity ........................................ 318,336 287,196
------------- -------------
Total liabilities and stockholders' equity ................................. $ 395,110 $ 367,947
============= =============
----------
(1) The consolidated balance sheet at December 31, 2000 has been derived from
the Company's audited consolidated financial statements at that date, but
does not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements.
See notes to condensed consolidated financial statements.
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Orthodontic Centers of America, Inc.
Condensed Consolidated Statements of Income (Unaudited)
Six months ended
June 30,
-------------------------------------
2001 2000
--------- ---------
(in thousands, except per share data)
Net revenue ................................................. $ 159,712 $ 125,124
Direct expenses:
Employee costs ......................................... 45,652 36,617
Orthodontic supplies ................................... 12,693 9,781
Rent ................................................... 13,888 11,195
Marketing and advertising .............................. 12,698 10,171
--------- ---------
Total direct expenses .............................. 84,931 67,764
General and administrative .................................. 17,412 13,432
Depreciation and amortization ............................... 9,014 7,210
--------- ---------
Operating profit ............................................ 48,355 36,718
Interest income (expense), net .............................. (2,247) (1,765)
Non-controlling interest in subsidiary ...................... (80) --
--------- ---------
Income before income taxes .................................. 46,028 34,953
Provision for income taxes .................................. 17,374 13,141
--------- ---------
Income before cumulative effect of change in
accounting principle ................................... 28,654 21,811
Cumulative effect of change in accounting
principle, net of income tax benefit .................. -- (50,576)
--------- ---------
Net income (loss) ........................................... $ 28,654 $ (28,765)
========= =========
Net income (loss) per share:
Basic before cumulative effect of change
in accounting principle ............................ $ 0.59 $ 0.45
Cumulative effect of change in accounting
principal, net of income tax benefit, per share .... -- (1.05)
--------- ---------
Basic .................................................. $ 0.59 $ (0.60)
========= =========
Diluted before cumulative effect of change
in accounting principle ............................ $ 0.57 $ 0.44
Cumulative effect of change in accounting
principle, net of income tax benefit, per share .... -- (1.03)
--------- ---------
Diluted ................................................ $ 0.57 $ (0.59)
========= =========
Average shares outstanding:
Basic .................................................. 48,813 48,262
========= =========
Diluted ................................................ 50,083 49,238
========= =========
See notes to condensed consolidated financial statements.
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Orthodontic Centers of America, Inc.
Condensed Consolidated Statements of Income (Unaudited)
Three months ended
June 30,
-------------------------------------
2001 2000
---------- ----------
(in thousands, except per share data)
Net revenue ............................... $ 82,228 $ 65,842
Direct expenses:
Employee costs ....................... 23,309 19,044
Orthodontic supplies ................. 6,456 5,236
Rent ................................. 7,079 5,881
Marketing and advertising ............ 6,457 5,306
---------- ----------
Total direct expenses ............ 43,301 35,467
General and administrative ................ 9,150 6,811
Depreciation and amortization ............. 4,624 3,667
---------- ----------
Operating profit .......................... 25,153 19,897
Interest income (expense), net ............ (1,148) (979)
Non-controlling interest in subsidiary .... (190) --
---------- ----------
Income before income taxes ................ 23,815 18,918
Provision for income taxes ................ 8,989 7,089
---------- ----------
Net income ................................ $ 14,826 $ 11,829
========== ==========
Net income per share:
Basic ................................ $ 0.30 $ .24
========== ==========
Diluted .............................. $ 0.30 $ .24
========== ==========
Average shares outstanding:
Basic ................................ 48,837 48,351
========== ==========
Diluted .............................. 50,218 49,522
========== ==========
See notes to condensed consolidated financial statements.
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Orthodontic Centers of America, Inc.
Condensed Consolidated Statements of Cash Flows (Unaudited)
Six months ended
June 30,
------------------------------------
2001 2000
-------- --------
(in thousands, except per share data)
Operating activities:
Net income (loss) ................................................ $ 28,654 $(28,765)
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Provision for bad debt expense ............................... 274 183
Depreciation and amortization ................................ 9,014 7,210
Deferred income taxes ........................................ 543 (4,378)
Cumulative effect of change in accounting
principle, net of income tax benefit ....................... -- 50,576
Changes in operating assets and liabilities:
Service fee receivables .................................. (9,049) (6,351)
Supplies inventory ....................................... (55) 701
Prepaid expenses and other ............................... (1,366) (1,819)
Advances/amounts payable to orthodontic entities ......... (1,803) 1,052
Accounts payable and other current liabilities ........... (5,284) (1,106)
-------- --------
Net cash provided by operating activities ........................... 20,928 17,303
-------- --------
Investing activities:
Purchases of property, equipment and improvements ................ (9,976) (7,904)
Proceeds from available-for-sale investments ..................... 999 983
Intangible assets acquired ....................................... (11,435) (8,938)
Net cash used in investing activities ............................... (20,412) (15,860)
Financing activities:
Proceeds from long-term debt ..................................... 3,128 2,263
Repayment of long-term debt ...................................... (3,095) (2,719)
Issuance of common stock ......................................... 2,086 916
-------- --------
Net cash provided by financing activities ........................... 2,119 460
-------- --------
Change in cash and cash equivalents ................................. 2,635 1,904
Cash and cash equivalents at beginning of period .................... 4,689 5,822
-------- --------
Cash and cash equivalents at end of period .......................... $ 7,324 $ 7,726
======== ========
Supplemental cash flow information:
Cash paid during period for:
Interest ..................................................... $ 2,400 $ 1,821
======== ========
Income taxes ................................................. $ 19,433 $ 14,613
======== ========
Supplemental disclosures of non-cash
investing and financing activities:
Notes payable and common stock issued
to obtain service agreements.................................. $ 796 $ 1,227
======== ========
See notes to condensed consolidated financial statements.
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Orthodontic Centers of America, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
June 30, 2001
1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
Orthodontic Centers of America, Inc. (the "Company") provides
integrated business services to orthodontists throughout the United
States and in Japan, Mexico, Puerto Rico and Spain.
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions
to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not
include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In
the opinion of management, all adjustments considered necessary for a
fair presentation have been included. Operating results for the three
and six month periods ended June 30, 2001 are not necessarily
indicative of the results that may be expected for the year ending
December 31, 2001. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Company's
Annual Report on Form 10-K for the year ended December 31, 2000.
The Company provides business operations, financial, marketing and
administrative services to orthodontic practices. These services are
provided under management and consulting agreements (hereinafter
referred to as "Service Agreements") with the orthodontist and their
wholly-owned orthodontic entities (hereafter referred to as "Affiliated
Orthodontists").
The financial statements include service fees earned under the Service
Agreements and the expenses of providing the Company's 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. 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 terms of the patient contracts, net of
amounts to be retained by the Affiliated Orthodontists. The amounts to
be retained by orthodontists are the Company's estimates of the
Affiliated Orthodontists' proportionate share of straight-line patient
contract revenues, reduced by the amount of Company expenses incurred
and not yet reimbursed by the Affiliated Orthodontists.
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. Affiliated Orthodontists retain patient
revenue not paid to the Company as the service fee. The amounts
ultimately retained by Affiliated Orthodontists are dependent upon the
financial performance of their practices.
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Orthodontic Centers of America, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) (continued)
3. INTANGIBLE ASSETS
The Company affiliates with a practicing orthodontist by acquiring
substantially all of the non-professional assets of the orthodontist's
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 three months ended June 30, 2001
and 2000 was $2.0 million and $1.6 million respectively. Accumulated
amortization was $24,775,998 and $20,737,000 as of June 30, 2001 and
December 31, 2000, respectively. Intangible assets and the related
accumulated amortization are written off when fully amortized.
4. EARNINGS PER SHARE
Basic and diluted earnings per share are based on the weighted average
number of shares of common stock and common equivalent shares (stock
options) outstanding during the period.
5. CHANGE IN ACCOUNTING PRINCIPLE
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 Company recognized revenue that was
included in the cumulative effect adjustment of $16.9 million during
the six months ended June 30, 2001 and $31.9 million during the six
months ended June 30, 2000.
The Company adopted Financial Accounting Standards Board Statement FASB
No. 133, "Accounting for Derivative Instruments and Hedging
Activities," as amended, on January 1, 2001. As the Company had no
derivatives at the date of adoption, there was no financial statement
impact.
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Orthodontic Centers of America, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) (continued)
In June 2001, the Financial Accounting Standards Board issued
Statements of Financial Accounting Standards No. 141, "Business
Combinations," and No. 142, "Goodwill and Other Intangible Assets,"
effective for fiscal years beginning after December 31, 2001. Under the
new rules, goodwill and intangible assets deemed to have indefinite
lives will no longer be amortized but will be subject to annual
impairment tests in accordance with the Statements. The Company will
apply the new rules on accounting for goodwill and other intangible
assets beginning in the first quarter of 2002.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
GENERAL
The Company's business was established in 1985 by Dr. Gasper Lazzara, Jr. and
Bartholomew F. Palmisano, Sr. The Company managed 611 orthodontic centers (the
"Orthodontic Centers") throughout the United States and in Japan, Mexico, Puerto
Rico and Spain at June 30, 2001.
The following table sets forth certain information relating to the growth in the
number of Orthodontic Centers for the periods shown:
Six
months
Year ended December 31, ended
----------------------------------- June 30,
1996 1997 1998 1999 2000 2001
---- ---- ---- ---- ---- --------
Number of centers at beginning of period ........ 145 247 360 469 537 592
Number of centers developed during period ....... 53 58 54 36 18 17
Number of centers acquired during period ........ 68 78 66 32 45 3
Number of centers consolidated during period .... (19) (23) (11) -- (8) (1)
---- ---- ---- ---- ---- ----
Number of centers at end of period .............. 247 360 469 537 592 611
==== ==== ==== ==== ==== ====
Of the 611 Orthodontic Centers at June 30, 2001, 323 were developed by the
Company, 364 were existing orthodontic practices the assets of which were
acquired by the Company and 76 were consolidated into another Orthodontic
Center. The Company expects that future growth in the number of Orthodontic
Centers will come from both developing Orthodontic Centers with existing and
newly recruited orthodontists affiliated with the Company ("Affiliated
Orthodontists") and acquiring the assets of, and entering into service and
consulting agreements with, existing orthodontic practices.
Generally, when the Company develops a new Orthodontic Center, all patients
treated at the Orthodontic Center are new patients and, in the first several
months after commencing operations, the Orthodontic Center is open only for a
limited number of days each month as new patients are added. The Orthodontic
Centers have generally become increasingly more productive and profitable as
more new patients are added and existing patients return for monthly follow-up
visits. After 26 months of operations, the Orthodontic Center's growth in
patient base has typically begun to stabilize as the initial patients complete
treatment. At that point, an Orthodontic Center can increase the number of
patients treated by improving the efficiency of its clinical staff, increasing
patient treatment intervals and by adding operating days or orthodontists.
The Orthodontic Centers may also increase revenue by implementing periodic price
increases. Patient contracts are generally payable in equal monthly installments
throughout the term of treatment (which averages about 26 months), except for
the last month when a final payment is made. During the first quarter of 2000,
approximately 30% of the Orthodontic Centers implemented a fee increase from
$109 per month to $119 per month, with an increase in the final payment from
$436 to $476. In the first six months of 2001, an additional 33% of the
Orthodontic Centers implemented such fee increase.
The Company provides a wide range of services to its Affiliated Orthodontists
under either a service agreement or a consulting agreement. The specific form of
the agreement is based upon the dental regulatory provisions of the particular
state in which an orthodontic center is located. The service agreement is used
in the majority of states, with some minor variations from state to state. The
consulting agreement, also with some variations from state to state, is used in
states with particularly stringent laws relating to the practice of dentistry.
The Company enters into a separate service or consulting agreement with each
Affiliated Orthodontist practice owner. If an Affiliated Orthodontist operates
his or her practice through a professional
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corporation or association or other similar entity, that entity is a party to
the agreement, as well as the Affiliated Orthodontist practice owner.
Under the service agreement, the Company provides its Affiliated Orthodontists
with a comprehensive range of business services in exchange for monthly service
fees based on a percentage of the Affiliated Orthodontists' new patient contract
balances during the first month of the term of the patient contract, plus the
balance of the patient contract balance allocated equally over the remaining
term of the patient contract, minus amounts retained by the Affiliated
Orthodontists. The types of services the Company provides to Affiliated
Orthodontists under the consulting agreements are generally similar to the
services the Company provide under the service agreements; however, rather than
being based on a percentage of patient contract balances, the service fees paid
to the Company by Affiliated Orthodontists under the consulting agreements are a
combination of, depending on the service being performed, "cost-plus" types of
fees, flat monthly fees and hourly fees. Among other differences from the
service agreements, some consulting agreements have shorter terms than the
service agreements, some do not give the Company a right to purchase the
Affiliated Orthodontist's interest in the practice assets following termination,
no matter the reason, and some require more limited non-competition agreements
from the Affiliated Orthodontist after termination of the consulting agreement
than do most of the service agreements. In addition, the consulting agreements
emphasize that the Affiliated Orthodontist has ultimate control and authority
over his or her practice's business management, including such matters as
advertising, hiring and termination of staff and the purchase of equipment and
supplies.
Effective January 1, 2000, the Company changed its net revenue recognition
pursuant to Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial
Statements" ("SAB 101"). SAB 101 summarizes certain of the Securities and
Exchange Commission staff's views in applying generally accepted accounting
principles to revenue recognition in financial statements. Effective January 1,
2000, the Company recognizes net revenue based on a straight-line allocation of
patient contract revenue over the terms of the patient contracts (which average
about 26 months), minus the portion of that straight-line allocation retained or
to be retained by Affiliated Orthodontists. Amounts retained or to be retained
by an Affiliated Orthodontist are estimated using the percentage of practice
operating profits that may be retained by the Affiliated Orthodontist under his
or her service agreement. Amounts retained or that may be retained by an
Affiliated Orthodontist equal the Affiliated Orthodontist's proportionate share
of the straight-line allocation of patient contract revenue that is collected
during the relevant period and the Affiliated Orthodontist's proportionate share
of patient receivables representing any remaining portion of that allocation,
minus any operating losses, depreciation, interest on outstanding loans, bad
debt or other expenses that the Company has incurred but for which the Company
has not been reimbursed by the Affiliated Orthodontist. These unreimbursed
expenses reduce amounts retained by an Affiliated Orthodontist only up to the
amounts that would otherwise be retained by the Affiliated Orthodontist. Any
remaining unreimbursed expenses would reduce amounts retained or to be retained
by the Affiliated Orthodontist in subsequent periods.
Operating expenses of the Orthodontic Centers are the Company's expenses and are
recognized as incurred. Employee costs consist of wages, salaries and benefits
paid to all of the Company's employees, including orthodontic assistants,
business staff and management personnel. General and administrative expenses
consist of provision for losses on receivables, professional service fees,
maintenance and utility costs, office supply expense, telephone expense, taxes,
license fees, printing expense and shipping expense.
The Company does not have a controlling financial interest in its Affiliated
Orthodontists' practices. In accordance with guidance in Emerging Issues Task
Force No. 97-2, the Company does not consolidate the patient revenue and other
operations and accounts of its Affiliated Orthodontists within the Company's
financial statements.
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RECENT DEVELOPMENTS
On May 16, 2001, the Company entered into a merger agreement with OrthAlliance,
Inc., whereby a wholly-owned subsidiary of the Company would merge into
OrthAlliance and OrthAlliance would become a wholly-owned subsidiary of the
Company. In the merger, stockholders of OrthAlliance would receive shares of the
Company's common stock in exchange for their shares of OrthAlliance common
stock, except for holders of OrthAlliance Class B common stock who properly
exercise their appraisal rights under Delaware law. The transaction, which is
subject to approval by OrthAlliance stockholders and other conditions, is
currently anticipated to close in the third quarter of 2001 and to be accounted
for as a purchase. OrthAlliance is a leading provider of practice management and
consulting services to orthodontic and pediatric dental practices in the United
States.
RESULTS OF OPERATIONS
The following table sets forth the percentages of net revenue represented by
certain items in the Company's condensed consolidated statements of income.
Six months Three months
ended ended
June 30, June 30,
---------------- ----------------
2001 2000 2001 2000
------ ------ ------ ------
Net revenue .................................. 100.0% 100.0% 100% 100%
------ ------ ------ ------
Direct expenses:
Employee costs .......................... 28.6 29.3 28.3 28.9
Orthodontic supplies .................... 7.9 7.8 7.9 8.0
Rent .................................... 8.7 8.9 8.6 8.9
Marketing and advertising ............... 8.0 8.2 7.9 8.1
------ ------ ------ ------
Total direct expenses ............... 53.2 54.2 52.7 53.9
General and administrative ................... 10.9 10.7 11.1 10.3
Depreciation and amortization ................ 5.6 5.8 5.6 5.6
------ ------ ------ ------
Operating profit ............................. 30.3 29.3 30.6 30.2
Interest (income) expense .................... 1.4 1.4 1.5 1.5
Non-controlling interest ..................... 0.1 -- 0.2 --
------ ------ ------ ------
Income before income taxes ................... 28.8 27.9 28.9 28.7
Provision for income taxes ................... 10.9 10.5 10.9 10.7
------ ------ ------ ------
Income before cumulative effect of change
in accounting principle ................. 17.9 17.4 18.0 18.0
Cumulative effect of change in accounting
principle, net of income tax benefit .... -- (40.4) -- --
------ ------ ------ ------
Net income (loss) ............................ 17.9% (23.0%) 18.0% 18.0%
====== ====== ====== ======
SIX MONTHS ENDED JUNE 30, 2001 COMPARED TO SIX MONTHS ENDED JUNE 30, 2000
NET REVENUE
Net revenue increased $34.6 million, or 27.6%, to $159.7 million for the six
months ended June 30, 2001 from $125.1 million for the six months ended June 30,
2000. Approximately $26.7 million of this increase was attributable to the
growth of net revenue of Orthodontic Centers open throughout both periods, and
approximately $7.9 million of the increase was attributable to the growth in net
revenue of Orthodontic Centers opened since January 1, 2000. The number of the
Affiliated Orthodontists' patient contracts increased to approximately 379,105
at June 30, 2001 from approximately 305,146 at June 30, 2000. The Company
recognized revenue that was included in the cumulative effect adjustment of
$16.9 million during the six months ended June 30, 2001 and $31.9 million during
the six months ended June 30, 2000.
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EMPLOYEE COSTS
Employee costs increased $9.0 million, or 24.7%, to $45.7 million for the six
months ended June 30, 2001 from $36.6 million for the six months ended June 30,
2000. As a percentage of net revenue, however, employee costs decreased to 28.6%
for the six months ended June 30, 2001 from 29.3% for the six months ended June
30, 2000, primarily due to efficiencies achieved through a general change to
longer patient treatment intervals by the Affiliated Orthodontists, which
resulted in fewer treatments per patient contract and lower employee costs per
patient. As a result of developments in orthodontic technology, a patient may be
seen every six to eight weeks, rather than the traditional four weeks, without
compromising quality of care. Consistent with industry trends, the Affiliated
Orthodontists have begun increasing the intervals between patient treatments.
Patients who received orthodontic treatment in the Orthodontic Centers during
the six months ended June 30, 2001 averaged 45.64 days between office visits,
compared to an average of 43.4 days for patients who received treatment during
the six months ended June 30, 2000. This increase in patient treatment interval
reduces the number of office visits during the term of a patient's treatment,
which continues to average about 26 months, and results in lower employee costs
per patient. The increased interval does not, however, reduce the amount of
treatment fees per patient. Therefore, the increased interval reduces the
employee costs incurred with respect to an individual patient relative to the
patient's treatment fee.
ORTHODONTIC SUPPLIES
Orthodontic supplies expense increased $2.9 million, or 29.8%, to $12.7 million
for the six months ended June 30, 2001 from $9.8 million for the six months
ended June 30, 2000. As a percentage of net revenue, orthodontic supplies
expense increased to 7.9% for the six months ended June 30, 2001 from 7.8% for
the six months ended June 30, 2000. Cost improvements attained through bulk
purchasing were offset by increased expense associated with an increased
percentage of new patient treatment days, which require greater orthodontic
supplies per patient.
RENT
Rent expense increased $2.7 million, or 24.1%, to $13.9 million for the six
months ended June 30, 2001 from $11.2 million for the six months ended June 30,
2000, primarily due to Orthodontic Centers affiliated, opened or relocated after
June 30, 2000. As a percentage of net revenue, however, rent expense decreased
to 8.7% for the six months ended June 30, 2001 from 8.9% for the six months
ended June 30, 2000.
MARKETING AND ADVERTISING
Marketing and advertising expense increased $2.5 million, or 24.8%, to $12.7
million for the six months ended June 30, 2001 from $10.2 million for the six
months ended June 30, 2000, primarily due to increases in marketing and
advertising related to growth in net revenue for existing Orthodontic Centers
and marketing and advertising for Orthodontic Centers added after June 30, 2000.
As a percentage of net revenue, however, marketing and advertising expense
decreased to 8.0% for the six months ended June 30, 2001 from 8.2% for the six
months ended June 30, 2000.
GENERAL AND ADMINISTRATIVE
General and administrative expense increased $4.0 million, or 29.6%, to $17.4
million for the six months ended June 30, 2001 from $13.4 million for the six
months ended June 30, 2000, primarily due to the
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addition of Orthodontic Centers and increases in the Affiliated Orthodontists'
patient base after June 30, 2000. As a percentage of net revenue, general and
administrative expense increased to 10.9% for the six months ended June 30, 2001
from 10.7% for the six months ended June 30, 2000, primarily due to several
nonrecurring accounting and legal expenses in the second quarter of 2001.
DEPRECIATION AND AMORTIZATION
Depreciation and amortization expense increased $1.8 million, or 25.0%, to $9.0
million for the six months ended June 30, 2001 from $7.2 million for the six
months ended June 30, 2000, due to fixed assets acquired and service agreements
entered into for Orthodontic Centers developed, acquired or relocated after June
30, 2000. As a percentage of net revenue, however, depreciation and amortization
expense decreased to 5.6% for the six months ended June 30, 2001 from 5.8% for
the six months ended June 30, 2000.
OPERATING PROFIT
Operating profit increased $11.6 million, or 31.7%, to $48.4 million for the six
months ended June 30, 2001 from $36.7 million for the six months ended June 30,
2000. As a percentage of net revenue, operating profit increased to 30.3% for
the six months ended June 30, 2001 from 29.3% for the six months ended June 30,
2000, as a result of the factors discussed above.
INTEREST
Net interest expense increased $482,000, or 27.3%, to $2.2 million for the six
months ended June 30, 2001 from $1.8 million for the six months ended June 30,
2000, due to an increase since June 30, 2000 in the average balance of
borrowings under the Company's $100.0 million revolving line of credit
associated with expansion in new and existing markets in the United States and
foreign countries. As a percentage of net revenue, net interest expense remained
1.4% for the six months ended June 30, 2001 and 2000.
NON-CONTROLLING INTEREST
In the first quarter of 2001, the Company finalized an arrangement with its
Affiliated Orthodontists in Japan pursuant to which these Affiliated
Orthodontists acquired a 16% ownership interest in the Company's Japanese
subsidiary.
PROVISION FOR INCOME TAXES
Provision for income taxes increased $4.2 million, or 32.2%, to $17.4 million
for the six months ended June 30, 2001 from $13.1 million for the six months
ended June 30, 2000. The Company's effective income tax rate was 37.8% for the
six months ended June 30, 2001 and 2000. The Company's change in accounting
principle pursuant to SAB 101 effective January 1, 2000 resulted in deferred tax
assets of $25.5 million as of June 30, 2001, because the Company has not
received approval from taxing authorities to change its tax accounting method of
recognizing revenue. The Company cannot assure you that it will receive any such
approval. Failure to obtain this approval could have an adverse effect on the
Company's cash flow from operating activities. The Company has provided no
valuation allowance for deferred tax assets. The Company believes that the
deferred tax assets at June 30, 2001 are realizable through carrybacks and
future reversals of existing taxable temporary differences.
CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING PRINCIPLE
Effective January 1, 2000, the Company recorded a cumulative effect of a change
in accounting principle of $50.6 million, net of an income tax benefit of $30.6
million, with respect to the Company's change in revenue recognition effective
as of January 1, 2000 pursuant to SAB 101.
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NET INCOME (LOSS)
Net income increased $57.4 million, or 199.6%, to $28.7 million for the six
months ended June 30, 2001 from a net loss of $28.8 million for the six months
ended June 30, 2000. As a percentage of net revenue, net income after the
cumulative effect of change in accounting principle increased to 17.9% for the
six months ended June 30, 2001 from (23.0)% for the six months ended June 30,
2000, as a result of the factors discussed above.
THREE MONTHS ENDED JUNE 30, 2001 COMPARED TO THREE MONTHS ENDED JUNE 30, 2000
NET REVENUE
Net revenue increased $16.4 million, or 24.9%, to $82.2 million for the three
months ended June 30, 2001 from $65.8 million for the three months ended June
30, 2000. Approximately $13.6 million of this increase was attributable to the
growth of net revenue of Orthodontic Centers open throughout both periods, and
approximately $2.8 million of the increase was attributable to the growth in net
revenue of Orthodontic Centers opened since June 30, 2000. The Company
recognized revenue that was included in the cumulative effect adjustment of $7.4
million during the three months ended June 30, 2001 and $15.2 million during the
three months ended June 30, 2000.
EMPLOYEE COSTS
Employee costs increased $4.3 million, or 22.4%, to $23.3 million for the three
months ended June 30, 2001 from $19.0 million for the three months ended June
30, 2000. As a percentage of net revenue, however, employee costs decreased to
28.3% for the three months ended June 30, 2001 from 28.9% for the three months
ended June 30, 2000, primarily due to efficiencies achieved through a general
change to longer patient treatment intervals by the Affiliated Orthodontists,
which resulted in fewer treatments per patient contract and lower employee costs
per patient. As a result of developments in orthodontic technology, a patient
may be seen every six to eight weeks, rather than the traditional four weeks,
without compromising quality of care. Consistent with industry trends, the
Affiliated Orthodontists have begun increasing the intervals between patient
treatments. This increase in patient treatment interval reduces the number
of office visits during the term of a patient's treatment, which continues to
average about 26 months, and results in lower employee costs per patient. The
increased interval does not, however, reduce the amount of treatment fees per
patient. Therefore, the increased interval reduces the employee costs incurred
with respect to an individual patient relative to the patient's treatment fee.
ORTHODONTIC SUPPLIES
Orthodontic supplies expense increased $1.2 million, or 23.3%, to $6.5 million
for the three months ended June 30, 2001 from $5.2 million for the three months
ended June 30, 2000. As a percentage of net revenue, orthodontic supplies
expense decreased to 7.9% for the three months ended June 30, 2001 from 8.0% for
the three months ended June 30, 2000.
RENT
Rent expense increased $1.2 million, or 20.4%, to $7.1 million for the three
months ended June 30, 2001 from $5.9 million for the three months ended June 30,
2000, primarily due to Orthodontic Centers affiliated,
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opened or relocated after June 30, 2000. As a percentage of net revenue,
however, rent expense decreased to 8.6% for the three months ended June 30, 2001
from 8.9% for the three months ended June 30, 2000.
MARKETING AND ADVERTISING
Marketing and advertising expense increased $1.2 million, or 21.7%, to $6.5
million for the three months ended June 30, 2001 from $5.3 million for the three
months ended June 30, 2000, primarily due to increases in marketing and
advertising related to growth in net revenue for existing Orthodontic Centers
and marketing and advertising for Orthodontic Centers added after June 30, 2000.
As a percentage of net revenue, however, marketing and advertising expense
decreased to 7.9% for the three months ended June 30, 2001 from 8.1% for the
three months ended June 30, 2000.
GENERAL AND ADMINISTRATIVE
General and administrative expense increased $2.4 million, or 34.3%, to $9.2
million for the three months ended June 30, 2001 from $6.8 million for the three
months ended June 30, 2000, primarily due to the addition of Orthodontic Centers
and increases in the Affiliated Orthodontists' patient base after June 30, 2000.
As a percentage of net revenue, general and administrative expense increased to
11.1% for the three months ended June 30, 2001 from 10.3% for the three months
ended June 30, 2000, primarily due to several nonrecurring accounting and legal
expenses in the second quarter of 2001.
DEPRECIATION AND AMORTIZATION
Depreciation and amortization expense increased $957,000, or 26.1%, to $4.6
million for the three months ended June 30, 2001 from $3.7 million for the three
months ended June 30, 2000, due to fixed assets acquired and service agreements
entered into for Orthodontic Centers developed, acquired or relocated after June
30, 2000. As a percentage of net revenue, depreciation and amortization expense
remained 5.6% for the three months ended June 30, 2001 and 2000.
OPERATING PROFIT
Operating profit increased $5.3 million, or 26.4%, to $25.2 million for the
three months ended June 30, 2001 from $19.9 million for the three months ended
June 30, 2000. As a percentage of net revenue, operating profit increased to
30.6% for the three months ended June 30, 2001 from 30.2% for the three months
ended June 30, 2000, as a result of the factors discussed above.
INTEREST
Net interest expense increased $169,000, or 17.3%, to $1.2 million for the three
months ended June 30, 2001 from $980,000 for the three months ended June 30,
2000, due to an increase since June 30, 2000 in the average balance of
borrowings under the Company's $100.0 million revolving line of credit
associated with expansion in new and existing markets in the United States and
foreign countries. As a percentage of net revenue, net interest expense remained
1.5% for the three months ended June 30, 2001 and 2000.
NON-CONTROLLING INTEREST
In the first quarter of 2001, the Company finalized an arrangement with its
Affiliated Orthodontists in Japan pursuant to which these Affiliated
Orthodontists acquired a 16% ownership interest in the Company's Japanese
subsidiary.
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PROVISION FOR INCOME TAXES
Provision for income taxes increased $1.9 million, or 26.8%, to $9.0 million for
the three months ended June 30, 2001 from $7.1 million for the three months
ended June 30, 2000. The Company's effective income tax rate was 37.8% for the
three months ended June 30, 2001 and 2000. The Company's change in accounting
principle pursuant to SAB 101 effective January 1, 2000 resulted in deferred tax
assets of $25.5 million as of June 30, 2001, because the Company has not
received approval from taxing authorities to change our tax accounting method of
recognizing revenue. The Company cannot assure you that it will receive any such
approval. Failure to obtain this approval could have an adverse effect on the
Company's cash flow from operating activities. The Company has provided no
valuation allowance for deferred tax assets. The Company believes that the
deferred tax assets at June 30, 2001 are realizable through carrybacks and
future reversals of existing taxable temporary differences.
NET INCOME
Net income increased $3.0 million, or 25.3%, to $14.8 million for the three
months ended June 30, 2001 from $11.8 million for the three months ended June
30, 2000. As a percentage of net revenue, net income remained constant at 18%
for the three months ended June 30, 2001 and 2000.
LIQUIDITY AND CAPITAL RESOURCES
The Company's net cash provided by operations was $20.9 million for the six
months ended June 30, 2001, an increase of $3.6 million, or 20.8%, from $17.3
million for the six months ended June 31, 2000. The Company's working capital at
June 30, 2001 was $55.7 million, an increase of $19.1 million, or 48.2%, from
$39.6 million at December 31, 2000, including cash and cash equivalents of $7.3
million at June 30, 2001, compared to $4.7 million at December 31, 2000,
primarily due to the timing of the Company's estimated income tax payments. The
Company's net cash used in investing activities for the six months ended June
30, 2001 was $20.4 million, an increase of $4.6 million, or 28.7%, from $15.9
million for the six months ended June 30, 2000.
The Company's capital expenditures consist primarily of the costs associated
with the development of additional Orthodontic Centers. The average cost of
developing a new Orthodontic Center in the United States is about $255,000,
including the cost of equipment, leasehold improvements, working capital and
start-up losses associated with the initial operations of the Orthodontic
Center. These costs are shared by the Company and the particular Affiliated
Orthodontist. The Company assists Affiliated Orthodontists in obtaining
financing for their share of these costs by providing a guaranty of loans from
the Company's primary lender. In some cases, the Company bears an Affiliated
Orthodontist's share of these costs until it is reimbursed by the Affiliated
Orthodontist. At June 30, 2001, the outstanding balance of these amounts
guaranteed by the Company was $2.5 million, compared to about $2.9 million at
December 31, 2000. The Company also intends to continue to make advances of
about $40,000 to newly-affiliated Affiliated Orthodontists during the first year
of an Orthodontic Center's operations, which advances bear no interest and
typically are repaid during the second year of the Orthodontic Center's
operations. The Company intends to fund these advances and any continued
financing through a combination of bank borrowings and cash from operations.
In October 1998, the Company entered into a $100.0 million revolving line of
credit with a lending group that currently consists of First Union National
Bank, Bank of America FSB, Bank One, N.A., Hibernia National Bank and Wachovia
Bank, N.A. The line of credit provides an aggregate of $100.0 million for
general working capital needs and expansion of the number of orthodontic
centers, and bears interest at varying rates above the lender's prime rate or
LIBOR. Amounts borrowed under the line of credit are secured by a security
interest in all of the Company's assets, including its accounts receivable and
equipment. At June 30, 2001,
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$60.0 million of indebtedness was outstanding under the line of credit, compared
to $57.4 million at December 31, 2000. During the six months ended June 30,
2001, amounts borrowed under the Company's line of credit were used to finance
the Company's foreign operations.
The Company expects to require cash in the future primarily for developing
additional Orthodontic Centers, acquiring assets from and affiliating with
additional orthodontists, capital expenditures, repayment of long-term debt,
payment of income taxes and general corporate purposes. In addition, in the
merger agreement with OrthAlliance, Inc., the Company agreed that, at the
effective time of the proposed merger with OrthAlliance, the Company would pay
in full all borrowings and accrued interest owing under OrthAlliance's revolving
line of credit. The Company anticipates that it would enter into a new credit
facility to finance the repayment of amounts owing under OrthAlliance's
revolving line of credit, concurrent with completion of the proposed merger.
The Company's cash needs could significantly change depending upon its ability
to recruit orthodontists, find appropriate sites, enter into long-term service
or consulting agreements and acquire the assets of existing orthodontic
practices. The Company believes that the combination of funds available under
its revolving line of credit (or a replacement credit facility) and cash flow
from operations will be sufficient to meet its anticipated funding requirements
during the remainder of 2001.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
During the six months ended June 30, 2001, there were no material changes to the
quantitative and qualitative disclosures about market risks presented in the
Company's Annual Report on Form 10-K for the year ended December 31, 2000.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On April 9, 2001, Joanne Bay filed an action in the United States District Court
for the Eastern District of Louisiana against the Company and Bartholomew F.
Palmisano, Sr., the Company's Chairman of the Board, President and Chief
Executive Officer, Bartholomew F. Palmisano, Jr., the Company's Chief Financial
Officer, and Dr. Gasper Lazzara, Jr., the Company's former Chairman of the
Board. In addition, three similar actions were filed in the United States
District Court for the Eastern District of Louisiana against the Company and
the other defendants on May 17, 2001, May 17, 2001 and June 13, 2001 by Daowei
Ma, Delmer Nimz and Warren Walton, respectively. Each of these actions purports
to be filed as a class action on behalf of the plaintiff and other purchasers of
shares of the Company's common stock from April 27, 2000 through March 15, 2001.
In each of these complaints, the plaintiff alleged that the Company and the
other defendants violated Section 10(b) of the Securities Exchange Act of 1934,
as amended, and Rule 10b-5 thereunder, by allegedly recognizing revenue in
violation of generally accepted accounting principles and SEC disclosure
requirements and by allegedly making false and misleading statements about the
Company's financial results and accounting. In each of these actions, the
plaintiff is seeking unspecified compensatory damages, interest and attorneys'
fees. On June 27, 2001, the court entered an order consolidating these actions
and established a preliminary pretrial schedule for appointment of lead
plaintiffs and counsel, filing of a consolidated amended complaint and filing
and briefing of a motion to dismiss. A motion to appoint lead plaintiffs is
currently under submission. The Company believes that these actions lack merit,
and denies the plaintiffs' allegations. The Company intends to defend these
actions vigorously. These lawsuits are at a very early stage, and at this time
the Company cannot predict whether it will prevail in these actions or estimate
the amount of damages that it might incur. The Company is also currently unable
to estimate any reimbursement that it may receive from insurance policies in the
event it incurs any damages or costs in connection with these actions.
Regardless of the outcome, these lawsuits could be costly, time-consuming and
could divert the time and attention of the Company's senior management.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The annual meeting of stockholders of the Company was held on June 12,
2001. At this meeting, the following matters were voted upon by the Company's
stockholders:
(a) Election of Class I Directors
Dr. John J. Sheridan and A Gordon Tunstall were elected to serve as
Class I directors of the Company until the annual meeting of stockholders in
2004 or until their successors are elected and qualified. The vote was as
follows:
Votes Cast Votes Cast Against Abstentions/
Name In Favor or Withheld Non Votes
---- ---------- ------------------ ------------
Dr. John J. Sheridan 39,238,075 1,415,238 8,805,226
A Gordon Tunstall 36,668,076 3,985,237 8,505,226
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The terms of the following directors continued following the meeting:
Name Term Expires
---- ------------
Michael C. Johnsen 2002
Ashton J. Ryan, Jr. 2002
Edward J. Walters, Jr. 2002
Bartholomew F. Palmisano, Sr. 2003
Dr. Gasper Lazzara, Jr.* 2003
* Dr. Gasper Lazzara, Jr. resigned as a director of the Company
effective as of June 18, 2001.
(b) Selection of Independent Auditors
The stockholders of the Company ratified the appointment of Ernst &
Young LLP as the Company's independent auditors for the fiscal year ending
December 31, 2001 by the following vote:
Votes Cast Votes Cast Abstentions/
In Favor Against or Withheld Non Votes
---------- ------------------- ------------
39,179,359 1,473,954 8,805,226
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
Exhibit number Description
3.1 Bylaws of the Registrant (incorporated by reference
to exhibits filed with the Registrant's Registration
Statement on Form S-1, Registration Statement No.
33-85326)
3.2 Restated Certificate of Incorporation of the
Registrant (incorporated by reference to exhibits
filed with the Registrant's Registration Statement
on Form S-1, Registration Statement No. 33-85326)
4 Specimen Stock Certificate (incorporated by
reference to exhibits filed with the Registrant's
Registration Statement on Form S-1, Registration
Statement No. 33-85326)
10.1 Agreement and Plan of Merger, dated as of May 16,
2001, among the Registrant, OCA Acquisition
Corporation and OrthAlliance, Inc. (incorporated by
reference to exhibits filed with the Registrant's
Current Report on Form 8-K filed on May 18, 2001)
10.2 Lease Agreement, dated October 7, 1999, between the
Registrant and Ponte Vedra Management Group, Ltd.
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(b) REPORTS ON FORM 8-K
During the three months ended June 30, 2001, the Company filed the
following current reports on Form 8-K:
(i) On April 20, 2001, the Company filed a current report on Form 8-K
reporting information under "Item 9. Regulation FD Disclosure."
(ii) On May 18, 2001, the Company filed a current report on Form 8-K
reporting information under "Item 5. Other Events" and "Item 7. Financial
Statements and Exhibits."
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Orthodontic Centers of America, Inc.
------------------------------------
(Registrant)
Date: August 14, 2001 /s/ Bartholomew F. Palmisano, Sr.
------------------------------------
Bartholomew F. Palmisano, Sr.
Chairman of the Board, President
and Chief Executive Officer
/s/ Bartholomew F. Palmisano, Jr.
------------------------------------
Bartholomew F. Palmisano, Jr.
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
3.1 Bylaws of the Registrant (incorporated by reference to
exhibits filed with the Registrant's Registration Statement on
Form S-1, Registration Statement No. 33-85326)
3.2 Restated Certificate of Incorporation of the Registrant
(incorporated by reference to exhibits filed with the
Registrant's Registration Statement on Form S-1, Registration
Statement No. 33-85326)
4 Specimen Stock Certificate (incorporated by reference to
exhibits filed with the Registrant's Registration Statement on
Form S-1, Registration Statement No. 33-85326)
10.1 Agreement and Plan of Merger, dated as of May 16, 2001, among
the Registrant, OCA Acquisition Corporation and OrthAlliance,
Inc. (incorporated by reference to exhibits filed with the
Registrant's Current Report on Form 8-K filed on May 18, 2001)
10.2 Lease Agreement, dated October 7, 1999, between the Registrant
and Ponte Vedra Management Group, Ltd.