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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported): April 16, 1999
VISION TWENTY-ONE, INC.
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(Exact name of registrant as specified in its charter)
FLORIDA 0-22977 59-3384581
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
7360 BRYAN DAIRY ROAD, SUITE 200
LARGO, FLORIDA 33777
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(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: 727-545-4300
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ITEM 5. OTHER MATTERS.
On April 16, 1999 the Company issued a press release announcing the
Company's delay in filing its Form 10-K, providing certain financial results
and discussing business initiatives, a copy of which is filed herewith as
Exhibit 99 and incorporated by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
The Exhibits to this Report are listed in the Exhibit Index set
forth elsewhere herein.
FORWARD LOOKING STATEMENT INFORMATION
This Form 8-K, contains certain statements which constitute
"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.
The terms "Vision Twenty-One," "company," "we," "our" and "us" refer to Vision
Twenty-One, Inc. The words "expect," "believe," "goal," "plan," "intend,"
"estimate," and similar expressions and variations thereof are intended to
specifically identify forward-looking statements. Those statements appear in
this Form 8-K in the press release incorporated herein by reference, and
include statements regarding the intent, belief or current expectations of the
company, its directors or its officers with respect to, among other things: (i)
the unreconciled items and the potential impact of such items on our financial
results; (ii) our growth strategy and operating strategy including expanding
vision care and refractive surgery programs and the profitability of the
managed care business; (iii) our expected savings from the restructuring
program; (iv) our current and expected future revenue and the impact of
acquisitions and the impact the consolidation of infrastructure may have on our
future performance; (v) our strategic initiatives in vision care and refractive
surgery; (vi) our current run rate for laser vision correction procedures and
the expected growth of such procedures and return on invested capital; and
(vii) the timing of our filing of Form 10-K.
You are cautioned that any such forward looking statements are not
guarantees of future performance and involve risks and uncertainties, and that
actual results may differ materially from those projected in the forward
looking statements as a result of various factors. The factors that might cause
such differences include, among others, the following: (i) the inability to
satisfactorily resolve the unreconciled items and the potential impact on our
financial performance of the expense associated with such items; (ii) any
material inability to successfully integrate and profitably operate our
acquisitions or to successfully open integrate and profitably operate de novo
clinics and refractive surgery centers; (iii) any material inability to
identify, consummate and integrate suitable acquisitions in conjunction with
our growth strategy or to ultimately close pending and identified acquisitions
or to achieve internal growth in our business; (iv) any material inability to
acquire sufficient capital and financing at a reasonable cost or to maintain
our credit facility to fund our growth strategy; (v) the company experiencing
future operating and net losses; (vi)our inability to realize any significant
benefits, cost savings or reductions from our restructuring program; (vii)
unexpected cost increases; (viii) our inability to increase and expand vision
care and refractive surgery programs and achieve other desired initiatives;
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(ix) a slow down in demand for refractive surgeries; (x) the inability to
successfully obtain public and/or private investment capital to meet our
operating needs and expand operations; (xi) our inability to meet financing
covenants and commitments set forth in our credit facility; (xii) consolidation
of our competitors, poor operating results by our competitors, or adverse
governmental or judicial rulings against our competitors; (xiii) any failure by
us to meet analysts expectations; (xiv) as a result of our determination to
concentrate on internal growth and to slow down our acquisition pace, any
material failure to achieve internal growth necessary to achieve overall
company growth projected by analysts; (xv) the managed practices' inability to
operate satisfactorily under the management agreement which dissatisfaction may
result in an attempt by the managed practices having material business with us
to challenge or seek to terminate the management agreement due to any failure
on our part to perform; (xvi) our failure to obtain a reasonable sale price or
the refusal of our lenders to approve any proposed sale of any of our business
units and the resulting impact of such sale on our revenues, earnings and/or
investor confidence; (xvii) any adverse governmental or regulatory actions
resulting from our inability to timely file our 10-K; (xviii) our inability to
successfully defend against the class action lawsuits filed against us and any
potential additional litigation that may arise; (xix) our current and future
managed care contracts, the impact such contracts have on gross profit, and the
impact of the loss of such contracts or inability to enter into new and
additional contracts may have on our financial performance; and (xx) any
reduction in coverage of and ratings by analysts following us and other factors
including those identified in our filings from time-to-time with the SEC.
The company undertakes no obligation to publicly update or revise
forward looking statements to reflect events or circumstances after the date of
this Form 8-K or to reflect the occurrence of unanticipated events.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
VISION TWENTY-ONE, INC.
By: /s/ Richard T. Welch
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Richard T. Welch
Its: Chief Financial Officer
Dated: April 16, 1999
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
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<S> <C>
99 Copy of Press Release of the Company dated April 16, 1999.
</TABLE>
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EXHIBIT 99
FOR IMMEDIATE RELEASE
Contacts:
Theodore Gillette Richard Welch Heidi Hart
Chairman, President and CEO Chief Financial Officer Investor Relations
Vision Twenty-One, Inc. Vision Twenty-One, Inc. Vision Twenty-One, Inc.
727-545-4300 ext. 2103 727-545-4300 ext. 2118 727-545-4300 ext. 2124
VISION TWENTY-ONE DELAYS FORM 10-K FILING
AND PROVIDES 1998 FINANCIAL AND BUSINESS UPDATE
Largo, FL - April 16, 1999 - Vision Twenty-One, Inc. (Nasdaq: EYES), a
healthcare Company exclusively focused on eye care, today announced that it
will require additional time to file its Form 10-K for 1998 with the Securities
and Exchange Commission. The Form 10-K was due to be filed yesterday. The
Company disclosed that previously announced unreconciled items potentially
relating to the periods 1996 through 1998 have been determined to total
approximately $3 million and will lead to expenses or other adjustments to the
Company's practice management division. The Company is diligently working to
conclude its analysis as soon as possible so as to determine the exact nature
of the unreconciled differences and whether those items will have a material
impact on the operating results of any period.
During the periods in question, the Company consummated numerous acquisitions
which resulted in the necessity of operating under multiple accounting systems.
During 1998, the Company began the process of moving to a single accounting
system.
The Company disclosed that on an unaudited basis, its revenues for 1998 were
$225 million as compared to $69 million for 1997, thus representing a 225%
increase. Additionally, the Company disclosed that it estimates EBITDA for 1998
at approximately $17.5 million (excluding one time charges taken throughout the
year, and expenses related to the unreconciled accounts) compared to $3.9
million EBITDA for 1997 (excluding expenses related to the unreconciled
accounts). Inclusive of the one time charges, EBITDA for 1998 was $8.2 million,
excluding only expenses related to unreconciled items. As a result of the $9.3
million in one time charges and previously reported $2.0 million extraordinary
charge for early extinguishment of debt, the Company incurred a loss for the
year in an amount undeterminable until the items in question are reconciled.
The $9.3 million in one time charges include those set forth below as well as
previously announced merger costs. The Company will immediately file its form
10-K reflecting complete financials upon reconciliation of the items.
The Company realized a significant increase in refractive surgery performance,
however a shortfall principally in a non-core business line and lower
profitability in managed care for the fourth quarter impacted expectations.
Managed care business was however, significantly more profitable for the year,
than in 1997 and continues to be an important element in the Company's growth
strategy.
-more-
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The Company disclosed that the impact of its previously reported early adoption
of AICPA Statement of Positions, No's. 98-5 and No. 98-1 will result in
approximately $1.0 million in additional expense for 1998. The Company reported
that its previously announced fourth quarter restructuring charge for 1998
would be in the amount of $7.6 million. The restructuring plan initiatives
which are comprised of a number of specific projects, are designed to position
the Company to take full operational and economic advantage of various key
acquisitions, allow the Company to complete the consolidation and deployment of
necessary infrastructure for the future, optimize and integrate certain
acquired assets. The Company expects to achieve savings up to $8.0 million
annually in connection with such restructuring program once it is fully
implemented, which is expected to be accomplished by the end of 1999.
In further developments, the Company is actively engaged in a number of
strategic initiatives to further develop a leadership position in vision care
and refractive surgery which generally have higher growth potential and provide
an opportunity for a greater return on invested capital. The Company's laser
centers and affiliated physicians performed over 8,000 laser vision correction
procedures in 1998 and have a current run rate in excess of 17,500 on an
annualized basis.
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This press release contains statements, which may constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Investors and prospective investors are cautioned that any such
forward-looking statements are not guarantees of future performance and involve
risks and uncertainties, and that actual results may differ materially from
those projected in the forward-looking statements as a result of various
factors as set forth from time to time in the Company's filings with the SEC.
The Company undertakes no obligation to publicly update or revise the
forward-looking statements made in this press release to reflect events or
circumstances after the date of this press release or to reflect the occurrence
of unanticipated events.
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