<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
XXX QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000, 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.: 000-25256
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
incorporation or organization) identification number)
5000 Sawgrass Village, Suite 25
Ponte Vedra Beach, Florida 32082
-------------------------------- ----------------------
(Address of principal executive (Zip Code)
offices)
(904) 273-0004
--------------------------------------------------------------------------------
(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 July 27, 2000, there were 48,534,988 outstanding shares of the Registrant's
Common Stock, $.01 par value per share.
<PAGE> 2
ORTHODONTIC CENTERS OF AMERICA, INC.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C> <C> <C>
Part I. Financial Information
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets -
June 30, 2000 and December 31, 1999.................................4
Condensed Consolidated Statements of Income -
Six months ended June 30, 2000
and 1999 ...........................................................5
Condensed Consolidated Statements of Income -
Three months ended June 30, 2000
and 1999 ...........................................................6
Condensed Consolidated Statements of Cash Flow -
Six months ended June 30, 2000 and 1999.............................7
Notes to Condensed Consolidated Financial
Statements - June 30, 2000..........................................8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations......................10
Item 3. Quantitative and Qualitative Disclosures about
Market Risk........................................................17
Part II. Other Information
Item 4. Submission of Matters to a Vote of Security Holders................18
Item 6. Exhibits and Reports on Form 8-K...................................18
</TABLE>
2
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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, as amended, 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, addition of Orthodontic Centers,
liquidity and capital resources. We caution 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 regulatory
constraints, changes in laws regulating the practice of dentistry or the
interpretation of such laws, competition from other orthodontists and practice
management companies, failure to complete proposed developments or acquisitions,
the ability of the Company to effectively manage an increasing number of
Orthodontic Centers, some of which are located in foreign countries, the general
economy of the United States and the specific markets in which the Orthodontic
Centers are or are proposed to be located, 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, 1999 and other filings with the Securities and Exchange
Commission or in other public announcements by the Company. We undertake no
obligation to update these forward-looking statements to reflect events or
circumstances that occur after the date of this report.
3
<PAGE> 4
Part 1. Financial Information
Item 1. Financial Statements
Orthodontic Centers of America, Inc.
Condensed Consolidated Balance Sheets
<TABLE>
<CAPTION>
June 30 December 31
2000 1999(1)
--------- -----------
(Unaudited)
(in thousands)
<S> <C> <C>
ASSETS:
Current assets:
Cash and cash equivalents $ 7,725 $ 5,822
Investments -- 983
Patient receivables, net 30,651 25,976
Unbilled patient receivables, net 79,449 65,793
Deferred income tax asset 4,078 4,455
Amounts receivable from
orthodontic entities 8,574 7,944
Supplies inventory 7,494 8,195
Prepaid expenses and other assets 3,547 1,920
--------- ---------
Total current assets 141,518 121,088
Property, equipment & improvements, net 68,765 64,566
Amounts receivable from orthodontic
entities, less current portion 15,866 12,586
Intangible assets 174,597 167,348
Other assets 1,626 1,434
--------- ---------
Total assets $ 402,372 $ 367,022
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
Accounts payable and other current
liabilities $ 16,947 $ 12,792
Current portion of long-term debt 3,842 6,020
--------- ---------
Total current liabilities 20,789 18,812
Deferred income taxes 16,533 16,910
Long-term debt, less current portion 54,773 52,773
Stockholders' Equity:
Preferred stock -- --
Common stock, $.01 par value per share,
100,000,000 shares authorized, 48,459,653
shares outstanding at June 30, 2000 and
48,066,000 shares outstanding
at December 31, 1999 484 481
Additional paid-in capital 163,533 161,465
Due from key employees (4,981) (5,236)
Capital contribution received
from shareholders (2,491) (2,618)
Retained earnings 153,732 124,435
--------- ---------
Total stockholders' equity 310,277 278,527
--------- ---------
Total liabilities and
stockholders' equity $ 402,372 $ 367,022
========= =========
</TABLE>
(1) The consolidated balance sheet at December 31, 1999 has been derived from
the 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.
4
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Orthodontic Centers of America, Inc.
Condensed Consolidated Statements of Income (Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30
--------------------------
2000 1999
--------- ---------
(in thousands, except
per share data)
<S> <C> <C>
Net revenue $ 137,532 $ 104,449
Direct expenses:
Employee costs 36,579 28,264
Orthodontic supplies 10,113 7,846
Rent 11,066 8,551
Marketing and advertising 10,172 7,679
--------- ---------
67,930 52,340
General and administrative 14,152 10,718
Depreciation and amortization 6,780 5,802
--------- ---------
Operating profit 48,670 35,589
Interest expense (1,922) (972)
Interest income 315 210
--------- ---------
Income before income taxes 47,063 34,827
Provision for income taxes 17,766 13,147
--------- ---------
Income before cumulative effect of a
change in accounting principle 29,297 21,680
Cumulative effect of a change in
accounting principle, net of
income tax benefit of $410 -- (678)
--------- ---------
Net income $ 29,297 $ 21,002
========= =========
Net income per share:
Basic $ 0.61 $ 0.44
========= =========
Diluted before cumulative
effect of change in
accounting principle $ 0.60 $ 0.45
Cumulative effect of change in
accounting principle -- 0.02
--------- ---------
Diluted $ 0.60 $ 0.43
========= =========
Average shares outstanding:
Basic 48,262 47,941
========= =========
Diluted 49,238 48,665
========= =========
</TABLE>
See notes to condensed consolidated financial statements.
5
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Orthodontic Centers of America, Inc.
Condensed Consolidated Statements of Income (Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
June 30
--------------------------
2000 1999
-------- --------
(in thousands, except
per share data)
<S> <C> <C>
Net revenue $ 71,767 $ 55,401
Direct expenses:
Employee costs 19,023 14,958
Orthodontic supplies 5,402 4,112
Rent 5,817 4,524
Marketing and advertising 5,306 4,080
-------- --------
35,548 27,674
General and administrative 7,294 5,707
Depreciation and amortization 3,452 3,097
-------- --------
Operating profit 25,473 18,923
Interest expense (1,134) (531)
Interest income 196 119
-------- --------
Income before income taxes 24,535 18,511
Provision for income taxes 9,262 6,988
-------- --------
Net income $ 15,273 $ 11,523
======== ========
Net income per share:
Basic $ 0.32 $ 0.24
======== ========
Diluted $ 0.31 $ 0.24
======== ========
Average shares outstanding
Basic 48,351 47,975
======== ========
Diluted 49,522 48,633
======== ========
</TABLE>
See notes to condensed consolidated financial statements.
6
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Orthodontic Centers of America, Inc.
Condensed Consolidated Statements of Cash Flows (Unaudited)
<TABLE>
<CAPTION>
Six months ended
June 30
----------------------
2000 1999
-------- --------
(in thousands)
<S> <C> <C>
Operating activities:
Net income $ 29,297 $ 21,002
Adjustments to reconcile net income to net
cash provided by operating activities:
Provision for bad debt expense 1,141 1,082
Depreciation and amortization 6,780 5,802
Deferred income taxes -- --
Cumulative effect of change in accounting
principle -- 1,088
Changes in operating assets and liabilities
Patient receivables (5,275) (3,766)
Unbilled patient receivables and
patient prepayments (13,928) (9,521)
Supplies inventory, prepaid expenses
and other (1,118) (2,209)
Amounts receivable from/payable to
orthodontic entities (146) (1,040)
Accounts payable and other current
liabilities 3,403 (2,069)
-------- --------
Net cash provided by operating activities 20,154 10,369
Investing activities:
Purchase of property, equipment
and improvements (7,904) (9,268)
Net proceeds from
available-for-sale investments 983 1,187
Advances to orthodontic entities (4,281) (2,239)
Payments from orthodontic entities 1,001 916
Intangible assets acquired (10,322) (9,183)
-------- --------
Net cash used in investing activities (20,523) (18,587)
Financing activities:
Issuance of common stock 2,093 866
Proceeds from long-term debt 2,000 12,418
Repayment of long-term debt (1,821) (2,639)
-------- --------
Net cash provided by
(used in) financing activities 2,272 10,645
-------- --------
Change in cash
and cash equivalents 1,903 2,427
Cash & cash equivalents at
beginning of period 5,822 1,601
-------- --------
Cash & cash equivalents at
end of period $ 7,725 $ 4,028
======== ========
Supplemental cash flow information:
Interest paid $ 1,922 $ 972
======== ========
Income taxes paid $ 15,613 $ 19,118
======== ========
Supplemental disclosures of
non-cash investing and financing
activities:
Long term debt and common stock
issued (net of returns) in acquisition of
intangible and other assets $ 717 $ 2,693
======== ========
</TABLE>
See notes to condensed consolidated financial statements.
7
<PAGE> 8
Orthodontic Centers of America, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
June 30, 2000
1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
Orthodontic Centers of America, Inc. (the "Company") manages orthodontic
centers. The Company managed 566 orthodontic centers throughout the United
States and in two countries outside the United States as of June 30, 2000.
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 (consisting of normal recurring accruals and adjustments
necessary to convert the Company's cash basis accounting records to the
accrual basis) considered necessary for a fair presentation have been
included. Operating results for the three and six month periods ended June
30, 2000 are not necessarily indicative of the results that may be expected
for the year ending December 31, 2000. For further information, refer to
the consolidated financial statements and footnotes thereto included in the
Company's Form 10-K for the year ended December 31, 1999.
2. REVENUE RECOGNITION
The Company provides business operations, financial, marketing and
administrative services to orthodontists and their orthodontic entities.
These services are provided under service, management and consulting
agreements with the orthodontist and their wholly-owned orthodontic
entities (hereafter referred to as "management agreements"). These
management agreements are generally for a term of 20-40 years, with most
being 20-25 years.
Revenue is earned by the Company under the management agreements equal to
approximately 24% of new patient contract balances in the first month of
new contracts plus a portion of existing contract balances, less amounts
retained by the orthodontic entities. The orthodontic entities retain all
orthodontic center revenue not paid to the Company as management fees. The
amounts retained by the orthodontic entities are dependent on their
financial performance, based in significant part on the orthodontic
entities' cash receipts and
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Orthodontic Centers of America, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) (continued)
2. REVENUE RECOGNITION (CONTINUED)
disbursements. Under the terms of the management agreements, the
orthodontic entities assign their receivables to the Company in payment of
their management fees. The Company is responsible for collection.
3. 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.
4. CHANGE IN ACCOUNTING PRINCIPLE
In April 1998, the AICPA's Accounting Standards Executive Committee issued
SOP 98-5, Reporting on the Costs of Start-Up Activities. SOP 98-5 requires
companies to expense start-up costs, including organizational costs, as
incurred. Upon adoption of SOP 98-5, a company is required to record any
previously capitalized start-up or organizational costs as a cumulative
expense. SOP 98-5 is effective for fiscal years beginning after December
15, 1998. On January 1, 1999, the Company incurred a charge of $678,000
(net of income tax benefit of $410) in accordance with SOP 98-5.
9
<PAGE> 10
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 566 orthodontic centers
(the "Orthodontic Centers") throughout the United States and in Puerto Rico,
Japan and Mexico at June 30, 2000.
The following table sets forth certain information relating to the growth
in the number of Orthodontic Centers for the periods shown:
<TABLE>
<CAPTION>
Six months ended
Year ended December 31, June 30,
1994 1995 1996 1997 1998 1999 2000
---- ---- ---- ---- ---- ---- ----------------
<S> <C> <C> <C> <C> <C> <C> <C>
Number of centers at
beginning of period 55 75 145 247 360 469 537
Number of centers
developed during period 22 44 53 58 54 36 8
Number of centers
acquired during period 1 29 68 78 66 32 25
Number of centers
consolidated during period (3) (3) (19) (23) (11) -- (4)
---- ---- ---- ---- ---- ---- ----
Number of centers
at end of period 75 145 247 360 469 537 566
==== ==== ==== ==== ==== ==== ====
</TABLE>
Of the 566 Orthodontic Centers at June 30, 2000, 296 were developed by the
Company, 341 were existing orthodontic practices the assets of which were
acquired by the Company and 71 were consolidated. The Company expects that
future growth in Orthodontic Centers will come from both developing Orthodontic
Centers with existing and newly recruited orthodontists who are affiliated with
the Company and acquiring the assets of, and affiliating with, existing
practices of other orthodontists.
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, an Orthodontic Center's growth in patient
base has typically begun to stabilize as the initial patients complete
treatment. At June 30, 2000, 248 of the Orthodontic Centers had operated for
less than 26 months. An Orthodontic Center can increase the number of patients
treated by improving the efficiency of its clinical staff, by lengthening the
intervals between patient visits and by adding operating days or orthodontists.
The Orthodontic Centers may also increase revenue by implementing periodic price
increases. Established orthodontic practices whose assets were acquired by the
Company have typically increased their revenue by applying the Company's
operating strategies and systems, including increased advertising and efficient
patient scheduling.
The Company earns its revenue from long-term service or consulting
agreements entered into with affiliated orthodontists and their professional
corporations or other entities ("Affiliated Orthodontists"). Pursuant to the
service agreements, during each month during the term of the service agreement,
the Company earns a fee equal to approximately 24% of the aggregate amount of
all new patient contracts entered into during that particular month, plus the
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aggregate of the allocated monthly balance amount of all patient contracts
entered into in prior months, less amounts retained by the Affiliated
Orthodontists. The remaining contract balances are allocated equally over the
remaining months during the terms of the patient contracts, which average 26
months. Since 1991, approximately 1.2% of the Company's annual net revenue has
been uncollectible.
The amounts retained by an Affiliated Orthodontist are dependent on his or
her financial performance, based in significant part on profitability on a cash
basis. Amounts retained by an Affiliated Orthodontist who operates a newly
developed Orthodontic Center are typically reduced by operating losses on a cash
basis because of start-up expenses. An Affiliated Orthodontist's share of these
operating losses is added to the Company's fee in the period during which the
operating losses are incurred, with such fees aggregating approximately $860,000
and $1,560,000 for the three and six months ended June 30, 2000, respectively.
In addition, a $25,000 annual fee is earned by the Company for 42 Orthodontic
Centers.
The terms of consulting agreements vary depending upon the regulatory
requirements of the particular state in which an Orthodontic Center is located.
In a limited number of states, the Company may only provide consulting services
to orthodontists and may not manage an orthodontist's practice. The consulting
fee payable to the Company is determined at the time of affiliation, is
generally limited to compensation for the specific consulting services performed
and is generally based on criteria such as the number of hours of operations of
the applicable Orthodontic Centers.
The Company develops and manages the business and marketing aspects of
Orthodontic Centers, including implementing advertising and marketing programs,
preparing budgets, providing staff, purchasing inventory, providing patient
scheduling systems, billing and collecting fees, providing office space and
equipment and maintaining records. Operating expenses of the Orthodontic Centers
are expenses of the Company and are recognized as incurred.
Employee costs consist of wages, salaries and benefits paid to all
employees of the Company, including orthodontic assistants, business staff and
management personnel. General and administrative expenses consist of provision
for losses of patient contracts and receivables, professional service fees,
maintenance and utility costs, office supply expense, telephone expense, taxes,
license fees, and printing and shipping expense.
Patient contracts are for terms averaging 26 months and are payable in
equal monthly installments throughout the term of treatment, except for the last
month when a final payment is made. During the first quarter of 1999, the
Orthodontic Centers generally implemented a fee increase from $98 per month to
$109 per month, with an increase in the final payment from $398 to $436. 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.
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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.
<TABLE>
<CAPTION>
Six months ended Three Months Ended
June 30, June 30,
------------------ ------------------
2000 1999 2000 1999
------ ------ ------ ------
Net revenue 100.0% 100.0% 100.0% 100.0%
------ ------ ------ ------
<S> <C> <C> <C> <C>
Direct expenses
Employee costs 26.6 27.1 26.5 27.0
Orthodontic supplies 7.4 7.5 7.5 7.4
Rent 8.0 8.1 8.1 8.2
Marketing and advertising 7.4 7.4 7.4 7.4
------ ------ ------ ------
Total direct expenses 49.4 50.1 49.5 50.0
General and administrative 10.3 10.3 10.2 10.3
Depreciation and amortization 4.9 5.6 4.8 5.5
------ ------ ------ ------
Operating profit 35.4 34.0 35.5 34.2
Interest (income) expense 1.2 0.7 1.3 0.8
------ ------ ------ ------
Income before income taxes 34.2 33.3 34.2 33.4
Provision for income taxes 12.9 12.5 12.9 12.6
------ ------ ------ ------
Net income 21.3% 20.8% 21.3% 20.8%
====== ====== ====== ======
</TABLE>
SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO SIX MONTHS ENDED JUNE 30, 1999
NET REVENUE. Net revenue increased $33.1 million, or 31.7%, to $137.5 million
for the six months ended June 30, 2000 from $104.4 million for the six months
ended June 30, 1999. Approximately $11.0 million of this increase was
attributable to the 108 (net of consolidations) Orthodontic Centers opened since
January 1, 1999, approximately $22.1 million to the growth in net revenue of the
458 Orthodontic Centers open throughout both periods, with the remainder due to
increases in other management fees, primarily the Affiliated Orthodontists'
share of the operating losses of newly developed Orthodontic Centers. The number
of patient contracts increased to approximately 305,000 at June 30, 2000 from
approximately 233,000 at June 30, 1999.
EMPLOYEE COSTS. Employee costs increased $8.3 million, or 29.4%, to $36.6
million for the six months ended June 30, 2000 from $28.3 million for the six
months ended June 30, 1999. As a percentage of net revenue, however, employee
costs decreased to 26.6% for the six months ended June 30, 2000 from 27.1% for
the six months ended June 30, 1999. The percentage decrease primarily reflects
capacity efficiencies achieved through general changes to patient treatment
schedules by the Affiliated Orthodontists.
ORTHODONTIC SUPPLIES. Orthodontic supplies expense increased $2.3 million, or
28.9%, to $10.1 million for the six months ended June 30, 2000 from $7.8 million
for the six months ended June 30, 1999. As a percentage of net revenue, however,
orthodontic supplies expense decreased to 7.4% for the six months ended June 30,
2000 from 7.5% the six months ended June 30, 1999, due to cost improvements
attained through bulk purchasing.
RENT. Rent expense increased $2.5 million, or 29.4%, to $11.1 million for the
six months ended June 30, 2000 from $8.6 million for the six months ended June
30, 1999. The increase in this expense was attributable to Orthodontic Centers
affiliated, opened or relocated after June 30, 1999. As a percentage of net
revenue, however, rent expense decreased to 8.0% for the six months ended June
30, 2000 from 8.2% for the six months ended June 30, 1999. The
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decrease in the percentage was attributable to a decrease in average rent per
Orthodontic Center compared to the average net revenue per Orthodontic Center.
MARKETING AND ADVERTISING. Marketing and advertising expense increased $2.5
million, or 32.5%, to $10.2 million for the six months ended June 30, 2000 from
$7.7 million for the six months ended June 30, 1999. The increase in this
expense resulted primarily from the addition of Orthodontic Centers after June
30, 1999. As a percentage of net revenue, marketing and advertising expense
remained constant at 7.4% for the six months ended June 30, 1999 and the six
months ended June 30, 2000.
GENERAL AND ADMINISTRATIVE. General and administrative expense increased $3.4
million, or 32.0%, to $14.1 million for the six months ended June 30, 2000 from
$10.7 million for the six months ended June 30, 1999. The increase in general
and administrative expense resulted primarily from the addition of Orthodontic
Centers after June 30, 1999. As a percentage of net revenue, general and
administrative expense remained constant at 10.3% for the six months ended June
30, 1999 and the six months ended June 30, 2000.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization expense increased
$1.0 million, or 16.9%, to $6.8 million for the six months ended June 30, 2000
from $5.8 million for the six months ended June 30, 1999. The increase in this
expense is a result of the fixed assets acquired and service agreements entered
into for Orthodontic Centers developed, acquired or relocated after June 30,
1999. As a percentage of net revenue, however, depreciation and amortization
expense decreased to 4.9% for the six months ended June 30, 2000 from 5.6% for
the six months ended June 30, 1999.
OPERATING PROFIT. Operating profit increased $13.1 million, or 36.8%, to $48.7
million for the six months ended June 30, 2000 from $35.6 million for the six
months ended June 30, 1999. As a percentage of net revenue, operating profit
increased to 35.1% for the six months ended June 30, 2000 from 34.0% for the six
months ended June 30, 1999 as a result of the factors discussed above.
NET INTEREST EXPENSE. Net interest expense increased $850,000, or 110.8%, to
$1.6 million for the six months ended June 30, 2000 from $760,000 for the six
months ended June 30, 1999. As a percentage of net revenue, net interest expense
increased to 1.2% for the six months ended June 30, 2000 from 0.7% for the six
months ended June 30, 1999. The increase in this expense is the result of an
increase in the average balance of borrowings and an increase in the average
interest rate under the Company's $100 million revolving line of credit since
June 30, 1999.
PROVISION FOR INCOME TAXES. Provision for income taxes increased $4.6 million,
or 35.1%, to $17.8 million for the six months ended June 30, 2000 from $13.1
million for the six months ended June 30, 1999. The Company's effective income
tax rate was 37.8% for the six months ended June 30, 2000 and for the six months
ended June 30, 1999.
CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING PRINCIPLE. Pursuant to AICPA's SOP
98-5, Reporting on the Costs of Start-Up Activities, the Company recorded a
cumulative effect of a change in accounting principle of $678,000 (net of an
income tax benefit of $410,000) in the six months ended June 30, 1999.
NET INCOME. Net income increased $8.3 million, or 39.5%, to $29.3 million for
the six months ended June 30, 2000 from $21.0 million for the six months ended
June 30, 1999. As a percentage of net revenue, net income increased to 21.3%
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<PAGE> 14
for the six months ended June 30, 2000 from 20.8% for the six months ended June
30, 1999 as a result of the factors discussed above.
THREE MONTHS ENDED JUNE 30, 2000 COMPARED TO THREE MONTHS ENDED JUNE 30, 1999
NET REVENUE. Net revenue increased $16.4 million, or 29.5%, to $71.8 million for
the three months ended June 30, 2000 from $55.4 million for the three months
ended June 30, 1999. Approximately, $4.9 million of this increase was
attributable to the 108 (net of consolidations) Orthodontic Centers opened since
January 1, 1999, approximately $11.7 million to the growth in net revenue of the
458 Orthodontic Centers open throughout both periods, with the remainder due to
increases in other management fees, primarily the Affiliated Orthodontists'
share of the operating losses of newly developed Orthodontic Centers. The number
of patient contracts increased to approximately 305,000 at June 30, 2000 from
approximately 233,000 at June 30, 1999.
EMPLOYEE COSTS. Employee costs increased $4.1 million, or 27.2%, to $19.0
million for the three months ended June 30, 2000 from $14.9 million for the
three months ended June 30, 1999. As a percentage of net revenue, however,
employee costs decreased to 26.5% for the three months ended June 30, 2000 from
27.0% for the three months ended June 30, 1999. The percentage decrease
primarily reflects efficiencies achieved through general changes in patient
treatment schedules by the Affiliated Orthodontists.
ORTHODONTIC SUPPLIES. Orthodontic supplies expense increased $1.3 million, or
31.4%, to $5.4 million for the three months ended June 30, 2000 from $4.1
million for the three months ended June 30, 1999. As a percentage of net
revenue, orthodontic supplies expense increased to 7.5% for the three months
ended June 30, 2000 from 7.4% the three months ended June 30, 1999. 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, associated with the opening of
additional Orthodontic Centers.
RENT. Rent expense increased $1.3 million, or 28.6%, to $5.8 million for the
three months ended June 30, 2000 from $4.5 million for the three months ended
June 30, 1999. The increase in this expense was attributable to Orthodontic
Centers affiliated, opened or relocated after June 30, 1999. As a percentage of
net revenue, however, rent expense decreased to 8.1% for the three months ended
June 30, 2000 from 8.2% for the three months ended June 30, 1999. The decrease
in the percentage was attributable to a decrease in average rent per Orthodontic
Center compared to the average net revenue per Orthodontic Center.
MARKETING AND ADVERTISING. Marketing and advertising expense increased $1.2
million, or 30.1%, to $5.3 million for the three months ended June 30, 2000 from
$4.1 million for the three months ended June 30, 1999. The increase in this
expense resulted primarily from the addition of Orthodontic Centers after June
30, 1999. As a percentage of net revenue, marketing and advertising expense
remained constant at 7.4% for the three months ended June 30, 1999 and the three
months ended June 30, 2000.
GENERAL AND ADMINISTRATIVE. General and administrative expense increased $1.6
million, or 27.8%, to $7.3 million for the three months ended June 30, 2000 from
$5.7 million for the three months ended June 30, 1999. The increase in general
and administrative expense resulted primarily from the addition of Orthodontic
Centers after June 30, 1999. As a percentage of net revenue, however, general
and administrative expense decreased to 10.2% for the three
14
<PAGE> 15
months ended June 30, 2000 from 10.3% for the three months ended June 30, 1999.
General and administrative expense decreased as a percentage of net revenue
primarily as a result of lower average startup costs for Orthodontic Centers
developed after June 30, 1999.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization expense increased
$360,000, or 11.5%, to $3.5 million for the three months ended June 30, 2000
from $3.1 million for the three months ended June 30, 1999. The increase in this
expense is a result of the fixed assets acquired and service agreements entered
into for Orthodontic Centers developed, acquired or relocated after June 30,
1999. As a percentage of net revenue, however, depreciation and amortization
expense decreased to 4.8% for the six months ended June 30, 2000 from 5.6% for
the six months ended June 30, 1999.
OPERATING PROFIT. Operating profit increased $6.6 million, or 34.6%, to $25.5
million for the three months ended June 30, 2000 from $18.9 million for the
three months ended June 30, 1999. As a percentage of net revenue, operating
profit increased to 35.5% for the three months ended June 30, 2000 from 34.2%
for the three months ended June 30, 1999 as a result of the factors discussed
above.
NET INTEREST EXPENSE. Net interest expense increased $530,000, or 127.7%, to
$940,000 for the three months ended June 30, 2000 from $410,000 for the six
months ended June 30, 1999. As a percentage of net revenue, net interest expense
increased to 1.3% for the three months ended June 30, 2000 from 0.7% for the
three months ended June 30, 1999. The increase in this expense is the result of
an increase in the average balance of borrowings and an increase in the average
interest rate under the Company's $100 million revolving line of credit since
June 30, 1999.
PROVISION FOR INCOME TAXES. Provision for income taxes increased $2.3 million,
or 32.5%, to $9.3 million for the three months ended June 30, 2000 from $7.0
million for the three months ended June 30, 1999. The Company's effective income
tax rate was 37.8% for the three months ended June 30, 2000 and for the three
months ended June 30, 1999.
NET INCOME. Net income increased $3.2 million, or 39.4%, to $11.5 million for
the three months ended June 30, 2000 from $8.3 million for the three months
ended June 30, 1999. As a percentage of net revenue, net income increased to
21.3% for the three months ended June 30, 2000 from 20.8% for the three months
ended June 30, 1999 as a result of the factors discussed above.
LIQUIDITY AND CAPITAL RESOURCES. Cash provided by operations was $20.2 million
for the six month period ended June 30, 2000 as compared to $10.4 million in the
comparable period of 1999. The $29.3 million in net income for the six month
period ended June 30, 2000, was partially offset by increases in working capital
accounts required to fund the Company's growth. Net billed and unbilled patient
receivables at June 30, 2000 increased by $18.3 million, or 19.98%, over
December 31, 1999 levels as a result of increases in the number of patients
treated and the fees for treatment in the Orthodontic Centers. The following
table presents certain information with respect to Orthodontic Centers open less
than 26 months and those open greater than 26 months as of the date indicated:
15
<PAGE> 16
<TABLE>
<CAPTION>
Six months ended
June 30,
(in thousands)
2000 1999
-------- --------
<S> <C> <C>
(Increase) decrease in patient receivables:
Orthodontic Centers affiliated over 26 months
Patient receivables $ (1,457) $ (363)
Unbilled patient receivables and
patient prepayments (6,039) (2,034)
-------- --------
(7,496) (2,397)
Orthodontic Centers affiliated less than 26 months
Patient receivables (3,218) (2,797)
Unbilled patient receivables and
patient prepayments (7,617) (7,010)
-------- --------
(10,835) (9,807)
-------- --------
Total increase in patient receivables $(18,331) $(12,204)
======== ========
</TABLE>
16
<PAGE> 17
The Company expects that available cash, cash equivalents, available for
sale investments, cash flow from operations and existing short-term lines of
credit will be sufficient to meet the Company's normal operating requirements,
including acquisitions of service and consulting agreements during the remainder
of 2000. The Company has a $100 million revolving line of credit available for
expansion and general working capital needs. During the twelve month period
ended June 30, 2000, the Company expended $75.8 million of cash for fixed
assets, intangible assets, repayment of long-term debt and income taxes.
However, the Company's cash and cash equivalents increased by $1.9 million
during the six months ended June 30, 2000, as summarized below. The remainder of
the cash expenditures were financed from the Company's cash flow from operations
and revolving line of credit.
<TABLE>
<CAPTION>
Six months ended
June 30,
(in thousands)
2000 1999
------ ------
<S> <C> <C>
Cash, cash equivalents and available for sale
investments at beginning of period $5,822 $1,601
(Decrease)/increase in cash, cash equivalents and available
for sale investments 1,903 2,427
------ ------
Cash and cash equivalents at end of period $7,725 $4,028
====== ======
</TABLE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
During the six months ended June 30, 2000 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, 1999.
17
<PAGE> 18
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The annual meeting of stockholders of the Company was held on May 18, 2000.
At this meeting, the following matters were voted upon by the Company's
stockholders:
(a) Election of Class III Directors
Gasper Lazzara, Jr., D.D.S. and Bartholomew F. Palmisano, Sr. were elected
to serve as Class III directors of the Company until the annual meeting of
stockholders in 2002 or until their successors are elected and qualified.
The vote was as follows:
<TABLE>
<CAPTION>
Votes Cast
Votes Cast Against Abstentions/
Name In Favor or Withheld Non Votes
---- ---------- ----------- ------------
<S> <C> <C> <C>
Gasper Lazzara, Jr., D.D.S. 38,901,994 1,147,294 8,314,939
Bartholomew F. Palmisano, Sr. 38,901,994 1,147,294 8,314,939
</TABLE>
The terms of the following directors continued following the meeting:
<TABLE>
<CAPTION>
Name Term Expires
---- ------------
<S> <C>
A Gordon Tunstall 2001
Michael C. Johnsen 2002
Ashton J. Ryan, Jr. 2002
Edward J. Walters, Jr. 2002
</TABLE>
(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, 2000 by the following vote:
<TABLE>
<CAPTION>
Votes Cast Votes Cast Abstentions/
In Favor Against or Withheld Non Votes
---------- ------------------- -----------
<S> <C> <C>
40,029,411 9,360 8,325,456
</TABLE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
Exhibit number Description
3.1 Bylaws of the Company (incorporated by reference
to exhibits filed with the Company's Registration
Statement on Form S-1, Registration Statement No.
33-85326)
3.2 Restated Certificate of Incorporation of the
Company (incorporated by reference to exhibits
filed with the Company's Registration Statement
on Form S-3, Registration Statement No. 333-36799)
27 Financial Data Schedule
(b) REPORTS ON FORM 8-K
The Company filed no reports on Form 8-K for the three months ended June
30, 2000.
18
<PAGE> 19
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, 2000 /s/ Bartholomew F. Palmisano, Sr.
---------------------------------------
Bartholomew F. Palmisano, Sr.
President and Chief Executive Officer
/s/ Bartholomew F. Palmisano, Jr.
---------------------------------------
Bartholomew F. Palmisano, Jr.
Chief Financial Officer, Secretary
19
