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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 10-K
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended December 31, 2000
or
[_] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period ___________ to ___________
Commission File Number: 0-23363
AMERICAN DENTAL PARTNERS, INC.
(Exact name of registrant as specified in our charter)
DELAWARE 04-3297858
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
American Dental Partners, Inc.
301 Edgewater Place, Suite 320
Wakefield, Massachusetts 01880
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code:
(781) 224-0880 / (781) 224-4216 (fax)
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
------------------- -------------------
None None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value
-----------------------------
(Title of Class)
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. X YES ______ NO
-----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [_]
The aggregate market value of the registrant's voting common stock held by non-
affiliates of the registrant was approximately $32,297,000 on March 16, 2001,
based on the closing price of such stock, as reported on the Nasdaq National
Market System.
The number of shares of Common Stock, $0.01 par value, outstanding as of March
16, 2001 was 7,241,429.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Definitive 2001 Proxy Statement for our 2001 Annual
Meeting of Stockholders to be filed pursuant to Regulation 14A are incorporated
by reference in Part III of this Annual Report on Form 10-K.
================================================================================
AMERICAN DENTAL PARTNERS, INC.
INDEX
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Page
----
Information Regarding Forward-looking Statements.................................................................. 3
PART I.
Item 1. Business ............................................................................................ 3
Item 2. Properties........................................................................................... 16
Item 3. Legal Proceedings.................................................................................... 16
Item 4. Submission of Matters to a Vote of Security Holders.................................................. 16
PART II.
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters................................ 16
Item 6. Selected Financial Data.............................................................................. 17
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations...................................................................................... 18
Item 7A. Quantitative and Qualitative Disclosures About Market Risk........................................... 23
Item 8. Financial Statements and Supplementary Data.......................................................... 24
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure............................................................................... 45
PART III.
Item 10. Directors and Executive Officers of the Registrant................................................... 45
Item 11. Executive Compensation............................................................................... 45
Item 12. Security Ownership of Certain Beneficial Owners and Management....................................... 45
Item 13. Certain Relationships and Related Transactions....................................................... 45
PART IV.
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K...................................... 45
2
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
Some of the information in this Annual Report on Form 10-K contains
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. The words "believe," "expect," "anticipate,"
"project," and similar expressions, among others, identify forward-looking
statements. Forward-looking statements speak only as of the date the statement
was made. Such forward-looking statements are subject to uncertainties and other
factors that could cause actual results to differ materially from those
projected, anticipated or implied. Certain factors that might cause such a
difference include, among others, the Company's risks associated with its
affiliated dental groups' contracts with third party payors and the impact of
any terminations or potential terminations of such contracts, the cost of and
access to capital, the tight labor markets, the Company's acquisition and
affiliation strategy, management of rapid growth, dependence upon affiliated
dental groups, dependence upon service agreements and government regulation of
the dental industry. Additional risks, uncertainties and other factors are set
forth in the "Risk Factors" section of the Company's Registration Statement on
Form S-4 (File No. 333-56941).
PART I
ITEM 1. BUSINESS
Overview
American Dental Partners, Inc. is a leading provider of business services
to multi-disciplinary dental groups in selected markets throughout the United
States. We seek to affiliate with leading dental groups that provide a
comprehensive range of dental care services, have outstanding reputations for
quality and have proven records of financial performance.
Our objective is to be the leading business partner to dental groups in
the United States. Our strategy for achieving this objective is to:
(i) expand into carefully selected and diverse geographic markets which
have favorable demographics and projected economic growth;
(ii) affiliate with leading dental groups which have reputations for
quality care and proven records of financial performance;
(iii) increase market penetration of each of affiliated dental groups
markets through additional affiliations, recruitment of dentists and
facility development;
(iv) add value to each affiliated dental group by assisting the practice
in improving operating performance; and
(v) pursue various initiatives to ensure the highest quality of care and
service.
We add value to our affiliated dental groups by providing a broad range of
services designed to enhance practice revenue, improve operating efficiencies
and expand operating margins. We share the best practices of our affiliates and
provide assistance with organizational planning and development; recruiting,
retention and training programs; quality assurance initiatives; facilities
development and management; employee benefits administration; procurement;
information systems; marketing and payor relations; and financial planning,
reporting and analysis.
From November 1996 (the date of our first affiliation) through December 31,
2000, we completed 40 affiliation transactions, comprising 19 dental groups, and
as of December 31, 2000, we operated 156 dental facilities in 14 states. Our
growth has resulted primarily from these affiliations, which consisted of three
affiliations completed in 1996, six affiliations completed in 1997, ten
affiliations completed in 1998, twelve affiliations completed in 1999 and nine
affiliations completed in 2000. When affiliating with a dental group, we acquire
substantially all of its non-clinical assets and enter into a long-term service
agreement to manage the non-clinical aspects of the dental operations.
Dental Care Industry
The market for dental care is large, growing and highly fragmented. Based
on United States Health Care Financing Administration statistics, estimated
expenditures for dental care were approximately $53.8 billion in 1998 and will
reach approximately $93.1 billion by 2008, representing a compound annual growth
rate of approximately 6%. We believe that the growth in expenditures for dental
care will continue to be driven by both increases in costs and increases in
demand for services due to: The market for dental care is large, growing and
highly fragmented. Based on United States Health Care Financing Administration
statistics, estimated expenditures for dental care were approximately $60
billion in 2000 and will reach approximately $93 billion by 2008, representing a
compound annual growth rate of approximately 6%. We believe that the growth in
expenditures for dental care will continue to be driven by both increases in
costs and increases in demand for services due to:
(i) increased prevalence of dental benefits offered by employers,
including indemnity insurance plans, preferred provider organization
("PPO") plans and, to a lesser extent, capitated managed care plans;
3
(ii) increased demand for dental care as a result of the aging population
and a greater percentage of the population retaining its dentition;
and
(iii) increased demand for cosmetic dental procedures as a result of an
increasing awareness of personal appearance.
We believe that this growth will benefit not only dentists, but companies
that provide services to the dental care industry, such as dental practice
management companies. However, the failure of any of these factors to
materialize could offset increases in demand for dental care, and any such
increases may not correlate with growth in our business.
Unlike many other sectors of the health care services industry, the dental
care profession remains highly fragmented. Although dental care is typically
offered by solo practitioners, the trend towards group practice is growing.
According to the American Dental Association ("ADA"), in 1999, 15% of the
approximately 152,000 dentists in the United States were practicing in groups of
three or more, up from 4% in 1991. We believe this trend towards the delivery of
dental care in a group practice setting will continue.
Most dental care performed in the United States is categorized as general
dentistry. According to the ADA, in 1996, general dentistry was estimated to
represent approximately 79% of all dental services performed in the United
States. General dentistry includes preventative care, diagnosis and treatment
planning, as well as procedures such as fillings, crowns, bridges, dentures and
extractions. Specialty dentistry, which includes orthodontics, periodontics,
endodontics, prosthodontics and pediatric dentistry, represented the remaining
21% of dental care services.
Historically, dental care was not covered by insurers and consequently was
paid for by patients on a fee-for-service basis. An increasing number of
employers have responded to the desire of employees for enhanced benefits by
providing coverage from third party payors for dental care. These third party
payors offer indemnity insurance, PPO plans and capitated managed care plans.
Under an indemnity insurance plan, the dental provider charges a fee for each
service provided to the insured patient, which is typically the same as that
charged to a patient not covered by any type of dental insurance. We categorize
indemnity insurance plans as fee-for-service plans. Under a PPO plan, the
dentist charges a discounted fee for each service provided based on a schedule
negotiated with the dental benefit provider. Under a capitated managed care
plan, the dentist receives a fixed monthly fee from the managed care
organization for each member covered under the plan who selects that dentist as
his or her provider. Capitated managed care plans also typically require a co-
payment by the patient.
The National Association of Dental Plans ("NADP") estimated that 153
million people, or 56% of the population of the United States, were covered by
some form of dental care plan in 1999. This compares with 124 million people, or
47% of the population of the United States, in 1995 and 96 million people, or
41% of the population of the United States, in 1990. Of the 153 million people
with coverage, 43% were covered by indemnity insurance, 18% were covered by
capitated managed care plans and 39% were covered by PPO plans. The remaining
120 million people, or 44% of the population of the United States in 1999, did
not have dental benefit coverage. We believe that the number of people with
dental benefits will continue to increase and that the majority of this growth
will be in PPO plans. For instance, according to the NADP, the number of people
covered by PPO plans increased from 16 million in 1995 to 48 million in 1999,
representing a 32% compound annual growth rate.
We believe that the increased complexity of managing and operating dental
practices, as a result of the growth of both the group practice delivery model
and the prevalence of dental insurance plans, has led dental groups to begin to
affiliate with entities such as us that:
(i) allow dentists to focus on the clinical aspects of dentistry by
providing management resources to conduct the business and
administrative aspects of dentistry;
(ii) provide information and operating systems that are required to
manage effectively in an increasingly complex reimbursement
environment;
(iii) assist with dental benefit provider contracting, realize economies
of scale in purchasing and provide access to capital;
(iv) assist with the development of organizational and ownership
structures that will allow dental groups to endure beyond their
existing dentist leadership; and
(v) provide dentists the opportunity to monetize part of the value of
their practices.
4
Business Strategy
Our objective is to be the leading business partner to dental groups in the
United States. In order to achieve this objective, our business strategy is to:
Expand into carefully selected markets. We focus on markets that:
(i) offer the opportunity to gain market share leadership;
(ii) have a prevalence of dental group practices;
(iii) have favorable demographics and projected economic growth; and
(iv) have access to dental schools.
To date, we have identified approximately 125 markets that currently meet
our market selection criteria.
Affiliate with leading dental groups. In entering a new market, we seek
to affiliate with a leading dental group in that market as a platform for
expansion. A ''platform'' dental group is one which has a reputation for
quality care, provides a comprehensive range of dental services, has a
significant market presence and has a proven record of financial performance.
Increase market penetration. We assist our affiliated dental groups to
achieve market share leadership. After affiliating with a leading dental
group, we seek to increase market share by assisting the affiliate in
recruiting new general and specialty dentists, expanding its patient base and
opening new facilities. Additionally, we may affiliate with other dental
practices or with specialty practices that complement the platform dental
group.
Add value to each affiliated dental group. We support our affiliated
dental groups with a broad range of services designed to enhance their
practice revenue, improve operating efficiencies and expand operating margins.
We share the best practices of each of our affiliated dental groups and assist
each affiliate with an analysis of its revenue and payor mix, capacity,
utilization, staffing, scheduling and productivity. We also provide our
affiliates assistance with organizational planning and development;
recruiting, retention and training programs; quality assurance initiatives;
facilities development and management; employee benefits administration;
procurement; information systems; marketing and payor relations; and financial
planning, reporting and analysis.
Focus on quality care. We pursue various initiatives to help our
affiliates provide the highest quality of care and service. Our goal is to
have each affiliated dental group become accredited by the Accreditation
Association for Ambulatory Health Care ("AAAHC"). Through our National
Professional Advisory Forum, we provide our affiliated dental groups with the
opportunity to share clinical knowledge and best clinical practices. We also
implement comprehensive patient satisfaction surveys administered by
independent third parties. We believe that our focus on quality care enhances:
(i) our affiliates' relationships with patients;
(ii) our affiliates' ability to recruit dentists;
(iii) our affiliates' attractiveness to dental benefit providers, where
appropriate or necessary; and
(iv) our ability to attract new dental groups as affiliates.
Affiliation Philosophy
We believe that dental care is an important part of an individual's overall
health care. Because the practitioner is best qualified to manage the clinical
aspects of dentistry, the provision of dental care must be centered around the
dentist. However, current market trends in health care are increasing the
complexity of operating a dental practice. Consequently, dentists are
affiliating with professional practice managers who can manage the non-clinical
aspects of dentistry and provide the business skills that can improve practice
operating performance.
We believe that, similar to other sectors of the health care delivery
system, the delivery of dental care is fundamentally a local business.
Therefore, we operate our business in a decentralized manner, and each
affiliated dental group maintains its local identity and operating philosophy.
In each affiliation, we strive to maintain the local culture of the affiliated
group, and we encourage it to retain the name of the practice, continue its
presence in community events, maintain its relationship with patients and local
dental benefit providers and, to the extent possible, maintain the existing
management organization.
Our affiliation model is designed to create a partnership in management
between the affiliated dental group and us that allows each party to maximize
its strengths and retain its autonomy. Under our affiliation model, the
affiliated dental group continues to own its practice and has sole purview over
the clinical aspects of the practice while we manage the business aspects of the
practice. This affiliation model is consistent across groups and, even where
permitted by law, we do not employ practicing dentists.
5
We believe the core values of a business partnership are shared governance
and shared financial objectives and have structured our affiliation model to
achieve these goals. Shared governance is achieved by the formation of a joint
policy board for each affiliated dental group which is comprised of an equal
number of representatives from the affiliated dental group and us. Together,
members of the joint policy board develop strategies and decide on major
business initiatives for the practice. Shared financial objectives are achieved
through the joint implementation of a budgeting process that establishes the
financial performance standards for the dental practice.
The organizational structure of a dental group before and after affiliation
with us is generally as follows:
Before Affiliation After Affiliation
- -------------------------- ---------------------------------------------------
Joint Policy
Board
Dental Dentist-owned Service ADP-owned
Group Professional Agreement Management Service
Corporation (40 year) Organization
(PC) (MSO)
Market and Group Selection
Market Selection
We have a well-defined market selection criteria. We define potential
markets with reference to one or more Metropolitan Statistical Areas ("MSAs").
An MSA is generally a geographic area consisting of a city of at least 50,000
people, together with adjacent communities that have a high degree of economic
and social integration with the population center. There are more than 300 MSAs
in the United States, and we typically focus on markets with a population of at
least 250,000 people that:
(i) offer the opportunity to gain market share leadership;
(ii) have a prevalence of dental group practices;
(iii) have favorable demographics and projected economic growth; and
(iv) have access to dental schools.
We have identified approximately 125 MSAs that currently meet our market
selection criteria.
Group Selection
We seek to affiliate with a leading dental group in each selected market.
We focus on group practices because they have greater potential to be market
share leaders, are more likely to have implemented quality assurance and peer
review policies and procedures and are better positioned to operate in an
increasingly complex reimbursement environment. When entering a new market, we
seek to affiliate with a platform dental group with a:
(i) reputation for quality care;
(ii) comprehensive range of dental care services;
(iii) significant market presence; and
(iv) proven record of financial performance.
We believe that, although a limited number of platform dental groups exist
within any given market, there are a significant number of such groups
nationwide.
6
Affiliation Process
Once we have identified a potential affiliate within a market, our
management seeks to determine whether the group shares a common philosophy about
the dental profession and holds common strategic goals and objectives. To this
end, we conduct a series of meetings, site visits and presentations with the
potential affiliate, during which we discuss trends in the dental profession,
our mission and strategy and our affiliation model. We believe that the
existence of shared philosophical values is a critical element of each
affiliation's ultimate success.
If it is determined that we mutually share common values, goals and
objectives, we then undertake a preliminary due diligence review of clinical,
operating and financial information. Based upon this review, we formulate an
offer outlining the basic terms and conditions of the affiliation which, if
accepted by the dental group, is generally embodied in a letter of intent
between the parties.
Upon signing a letter of intent, we begin a thorough review of the
potential affiliate's clinical systems, processes, facilities and compliance
with licensing and credentialing requirements, as well as perform legal and
accounting due diligence. Acquisition, service and other agreements are then
prepared and the transaction is closed. Generally, the process of identifying an
acceptable affiliation candidate to closing the transaction takes at least
twelve months.
Potential Affiliations
We are constantly discussing potential affiliations with dental groups that
meet our selection criteria, which may be at various stages at any point in
time. Our growth to date has resulted in large measure from our ability to
affiliate with additional dental practices. Although we have affiliated with
many dental practices since our initial affiliation in November 1996, there can
be no assurance that additional affiliation candidates can be identified,
consummated or successfully integrated into our operations. We currently are in
discussions with a number of dentists and owners of dental groups about possible
affiliations with us. While we continue to evaluate new affiliation
opportunities, we intend to focus more on internal operations. As a result, it
is expected that the number of new affiliations over the next twelve months will
be somewhat lower relative to previous years.
7
Affiliated Dental Groups
From November 1996 (the date of our first affiliation) through December 31,
2000, we completed 40 affiliation transactions, comprising 19 dental groups in
14 states. The following table lists our affiliates at December 31, 2000:
Dental Services /(3)/
-------------------------------------------
Dental Oral
Affiliate State Facilities Operatories General Endondontics Surgery Orthodontics
- --------- ----- ---------- ----------- ------- ------------ ------- ------------
American Family Dentistry Tennessee 8 43 x
Associated Dental Care Providers /(1)/ Arizona 12 125 x x x
Chestnut Hills Dental Pennsylvania 8 58 x x x
Dental Arts Center Virginia 2 48 x x x x
Dental Care of Alabama Alabama 3 28 x x x
Family Care Dental Centers Wisconsin 5 40 x x x x
Lakeside Dental Care Louisiana 2 33 x x x
Longhorn Dental Associates /(1)/ Texas 8 59 x x x
Mintz & Pincus Dental Group Maryland 4 59 x x x
Northpark Dental Group /(1)/ Wisconsin 14 139 x x x
Northpoint Dental Group /(1)/ Wisconsin 2 30 x x
OK Dental Oklahoma 8 68 x x x
Orthodontic Care Specialists /(1)/ Minnesota 20 102 x
Park Dental /(1)/ Minnesota 31 264 x x x
Riverside Dental Group California 5 103 x x x
TSC Dental Centers Texas 5 43 x
University Dental Associates /(2)/ North Carolina 11 99 x x x
Western New York Dental Group New York 4 28 x x
Wilkens Dental Group /(1)/ Wisconsin 4 28 x x
--- -----
156 1,397
=== =====
Dental Services /(3)/
-----------------------------------------
Dental
Affiliate State Facilities Operatories Pedodontics Periodontics Prosthodontics
- --------- ----- ---------- ----------- ----------- ------------ --------------
American Family Dentistry Tennessee 8 43 x
Associated Dental Care Providers /(1)/ Arizona 12 125 x
Chestnut Hills Dental Pennsylvania 8 58
Dental Arts Center Virginia 2 48 x x
Dental Care of Alabama Alabama 3 28 x x
Family Care Dental Centers Wisconsin 5 40
Lakeside Dental Care Louisiana 2 33 x
Longhorn Dental Associates /(1)/ Texas 8 59
Mintz & Pincus Dental Group Maryland 4 59 x x
Northpark Dental Group /(1)/ Wisconsin 14 139 x x
Northpoint Dental Group /(1)/ Wisconsin 2 30 x
OK Dental Oklahoma 8 68
Orthodontic Care Specialists /(1)/ Minnesota 20 102
Park Dental /(1)/ Minnesota 31 264 x x x
Riverside Dental Group California 5 103 x x
TSC Dental Centers Texas 5 43
University Dental Associates /(2)/ North Carolina 11 99
Western New York Dental Group New York 4 28 x
Wilkens Dental Group /(1)/ Wisconsin 4 28
--- -----
156 1,397
=== =====
______________________________
(1) Accredited by the Accreditation Association for Ambulatory Health Care.
(2) University Dental Associates' dental residency program is accredited by
the American Dental Association.
(3) Services provided by specialists who are board-certified or board-
eligible.
Market Penetration
After affiliating with a platform dental group, our strategy is to increase
market penetration by developing new dental facilities and by affiliating with
other leading dental groups that complement or add to the dental care provided
by the platform affiliate.
Increase the Platform Groups' Market Share
Upon completing an affiliation, we prepare a thorough operating evaluation
of the affiliate which builds upon our operational due diligence. Based on this
evaluation, we prepare a plan for increasing the affiliate's market penetration.
This plan may include one or more of the following methods:
(i) opening new facilities that are conveniently located in highly
populated areas within the MSA or in contiguous MSAs;
(ii) recruiting additional general and specialty dentists that will
complement or enhance the dental care provided by each affiliated
dental group;
(iii) expanding physical capacity by adding new operatories at existing
facilities;
(iv) increasing the utilization of existing physical capacity by
expanding hours of operation; and
(v) growing our affiliate's patient base through increased marketing
efforts and expanded relationships with dental benefit providers.
8
Affiliations in Existing Markets
We also increase our market penetration by affiliating with other leading
general dentistry practices and specialty dental practices that complement the
platform dental group. These practices are selected in much the same manner as
the platform dental group. We identify those practices which have an outstanding
reputation for quality dental care and provide the type of dental care which
will complement or add to the dental care offered by the platform dental group.
Operations
Operating Structure
We operate under a decentralized organizational structure. At the facility
level, where permitted by applicable state law, we generally employ the dental
hygienists, dental assistants and administrative staff. At each facility, a
practice manager typically oversees the day-to-day business operations. The
practice manager and administrative staff are responsible for, among other
things, facility staffing, patient scheduling, on-site patient invoicing and
ordering office and dental supplies. We believe local office scheduling is
crucial because it allows each practice to accommodate the needs of its patients
and increase the productivity of its dentists.
In each market, we have a local management team that supervises the
operations of one or more affiliates. This team provides support in areas such
as recruiting, hiring and training facility staff, developing and implementing
quality assurance programs, developing and implementing operating policies and
procedures, administering employee benefits, billing and collecting accounts
receivable, processing payroll, information systems, accounting, marketing and
facilities development and management.
Each local management team reports to one of our operating vice presidents.
An operating vice president is responsible for monitoring the operating
performance of multiple affiliated dental groups in multiple markets. Each
operating vice president participates as a member of the joint policy board of
each of the affiliated dental groups for which he or she has management
oversight responsibilities. The operating vice presidents are responsible for
overseeing the development of operating plans and annual budgets and monitoring
actual results. Additionally, we support each of our dental groups with analyses
of the capacity, utilization and productivity of each dental facility. This
analysis assists each practice in improving its operating performance from both
a clinical and financial perspective.
On a national level, we support our affiliates in several ways. We assist
with:
(i) sharing best clinical practices through our National Professional
Advisory Forum;
(ii) designing, locating and leasing new facilities;
(iii) evaluating and negotiating dental benefit provider contracts;
(iv) evaluating and negotiating local practice affiliations;
(v) developing budgets and implementing accounting and financial
systems;
(vi) developing and implementing practice management and other
information systems;
(vii) professional recruitment; and
(viii) administering employee benefit plans.
We also take advantage of economies of scale by contracting for various
goods and services. For example, we have arranged for national contracts for the
purchase of dental supplies and equipment, long distance telephone services,
professional, casualty and general liability insurance, employee benefits such
as a 401(k) plan, flexible spending program, life insurance and disability
insurance and payroll processing.
National Professional Advisory Forum
We have organized the National Professional Advisory Forum (''NPAF'') to
provide guidance to our affiliated dental groups with respect to the clinical
aspects of dentistry. Leading dentists from our affiliated dental groups are
selected to participate in the NPAF. The NPAF meets on a regional basis and a
national basis each year and provides a forum for dentists to share the best
clinical practices of their respective dental groups and an opportunity for them
to build professional relationships with other dentists affiliated with us.
These dentists, as a result of their affiliation with us, share common long-term
goals. This enables the discussion at the NPAF to be more open than it may be in
other professional settings. While the primary emphasis of the NPAF is on the
clinical aspects of dentistry, it also provides our management an opportunity to
communicate with affiliated dentists. This enables us to continue to build
strong, mutually beneficial partner relationships with our affiliated dental
groups.
9
Payor Relationships and Reimbursement Mix
We believe that our affiliated dental groups' clinical philosophy should
not be compromised by economic decisions. We recognize, however, that the source
of payment for services affects operating and financial performance. We assist
our affiliates in analyzing their revenue and payor mix on an ongoing basis and
recommend methods by which the affiliated dental group can improve operating
efficiency while not compromising this clinical practice philosophy. As a
general rule, we believe that growth in a market is best facilitated where the
payor mix of our affiliates mirrors the payor mix for their community. We assist
each of our affiliated dental groups in evaluating and negotiating dental
benefit provider contracts.
We believe it is advantageous to be affiliated with dental groups that have
successfully provided care to patients under all reimbursement methodologies.
Since a shift is taking place in the dental benefits market from traditional
fee-for-service to PPO and, to a lesser extent, capitated managed care dental
plans, we believe that our affiliates' experience in operating under all of
these plans provides them with a competitive advantage. Most of our affiliated
dental groups have provided care under traditional fee-for-service plans and
non-fee-for-service plans. The following table provides the aggregate payor
mix of our affiliates for the years ended December 31:
1998 1999 2000
---- ---- ----
Fee-for-service 39% 44% 46%
PPO plans 12% 14% 21%
Capitated managed care plans 49% 42% 33%
In today's dental economy, many of our affiliated dental groups are
challenged with strong patient demand and extremely tight labor markets. This
combination can create an unstable practice environment which negatively impacts
staff retention. Given these market dynamics, in selected markets, our
affiliated dental groups have been realigning their reimbursement mix towards
dental benefit plans designed to address the realities of the marketplace. This
has largely been accomplished with the cooperation of the dental benefit
provider community in general. There can be no assurance, however, that the
shift in reimbursement mix will not result in the termination of certain third
party payor contracts. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations - Subsequent Event."
Facilities Development and Management
We believe an inviting professional environment is a critical aspect of
overall patient satisfaction. Each of our facilities is constructed to be warm,
attractive and inviting to the patients in addition to being highly functional.
Our dental facilities typically have eight to ten operatories and accommodate
general and specialty dentists, dental hygienists and dental assistants, a
business manager and a receptionist. Generally, our facilities are either stand
alone or located within a professional office building or medical facility.
We work with each of our affiliated dental groups in analyzing utilization
of existing capacity and identifying facility upgrade and expansion priorities.
We also provide our affiliates guidance in the site selection process. We
initially construct each facility as appropriate for the market and add or equip
additional operatories as necessary based on capacity and utilization analyses.
We use architectural design services to improve the facility design process
and to ensure that all facilities are properly constructed and meet the
standards set forth by the AAAHC. To this end, we work with each affiliated
dental group to establish a defined set of standards which are consistent with
the desires of the dental group. We believe such facility standards are
necessary to speed the site development process and create consistency across
newly developed facilities, leading to enhanced staff and provider productivity.
Budgeting and Planning; Financial Information System
We assist each affiliate with budgeting and planning. Together with each
affiliate, we develop on an annual basis a strategic plan for increased market
penetration. Together, we then jointly develop a budget which sets specific
goals for revenue growth, operating expenses and capital expenditures. Once a
budget has been approved, we measure the financial performance of each
affiliated dental group on a monthly basis and compare actual performance to
budget.
Our financial information system enables us to measure, monitor and compare
the financial performance of each affiliated dental group on a standardized
basis. The system also allows us to track and control costs and facilitates the
accounting and financial reporting process. This financial system is installed
in all affiliated dental groups. Historically, we have converted all affiliates
to our financial system within 60 days of affiliation and intend to continue
this practice with new affiliates.
10
Practice Management Systems
We use various dental practice management software systems to facilitate
patient scheduling, to invoice patients and insurance companies, to assist with
facility staffing and for other practice related activities. In connection with
our affiliation with Park Dental, we acquired the rights to Comdent, a
proprietary practice management software system which has been used and
continuously enhanced at Park Dental since 1987. We believe that Comdent's
scheduling, electronic data interchange and data management features are
superior to others that are commercially available. In addition, Comdent is
scalable and capable of accommodating large multi-site dental groups. Shortly
after affiliation, we convert each dental group to either Comdent, Alphadent or
QSI. While Comdent remains our preferred choice for its advanced features and
ease of use, it is not practical or cost effective to convert all of our
affiliates to this system. We are also developing a data warehouse and decision
support system to analyze information from the various dental practice
management systems in use.
Affiliation Structure
Service Agreement
We have entered into a service agreement with each affiliated professional
corporation ("PC") pursuant to which we perform all administrative, non-clinical
aspects of the dental group. We expect that each new affiliated PC will enter
into a similar service agreement or become a party to an existing service
agreement at the time of affiliation with us. We are dependent on our service
agreements for the vast majority of our operating revenue. The termination of
one or more of these service agreements could have a material adverse effect on
us.
We are responsible for providing all services necessary for the
administration of the non-clinical aspects of the dental operations. These
services include assisting our affiliates with organizational planning and
development; recruiting, retention and training programs; quality assurance
initiatives; facilities development and management; employee benefits
administration; procurement; information systems; marketing and payor relations;
and financial planning, reporting and analysis.
The PC is responsible for recruiting and hiring all of the dentists
necessary to provide dental care. We do not assume any authority,
responsibility, supervision or control over the provision of dental care to
patients. The service agreement requires the PC to enter into an employment or
independent contractor agreement with each dentist retained by the PC. The
service agreement also requires the PC to implement and maintain quality
assurance and peer review programs, maintain professional and comprehensive
general liability insurance covering the PC and each of its dentists and abide
by non-competition and confidentiality provisions.
We and each PC establish a joint policy board which is responsible for
developing and implementing management and administrative policies for the
dental operation. The joint policy board consists of an equal number of
representatives designated by us and the PC. The joint policy board members
designated by the PC must be licensed dentists employed by the PC. The joint
policy board's responsibilities include the review and approval of the long-term
strategic and short-term operational goals, objectives, and plans for the dental
facilities, all annual capital and operating budgets, all renovation and
expansion plans and capital equipment expenditures with respect to the dental
facilities, all advertising and marketing services, and staffing plans regarding
provider and support personnel for the dental group. The joint policy board also
reviews and monitors the financial performance of the PC with respect to the
attainment of the PC's budgeted goals. The joint policy board also has the
authority to approve or disapprove any merger or combination with, or
acquisition of, any dental practice by the PC. Finally, the joint policy board
reviews and makes recommendations with respect to contractual relationships
between the PC and dental benefit providers. However, the PC has final approval
over matters relating to dental care including all dental benefit plan provider
contracts and patient fee schedules.
The PC reimburses us for actual expenses incurred on its behalf in
connection with the operation and administration of the dental facilities and
pays fees to us for business services. Under certain service agreements, our
service fee consists of a variable monthly fee which is based upon a specified
percentage of the amount by which the PC's adjusted gross revenue exceeds
expenses incurred in connection with the operation and administration of our
dental facilities. Under certain service agreements our service fees consist of
a fixed monthly fee and an additional variable fee. Under certain service
agreements, our service fee consists entirely of a fixed monthly fee. The fixed
monthly fees are determined by agreement of us and the affiliated dental group
in a formal budgeting process. The PC is also responsible for provider expenses,
which generally consist of the salaries, benefits, and certain other expenses of
the dentists. Pursuant to the terms of the service agreements, we bill patients
and third party payors on behalf of the affiliated PCs. Such funds are applied
in the following order of priority:
(i) reimbursement of expenses incurred in connection with the operation
and administration of the dental facilities;
(ii) repayment of advances, if any, made by us to the PC;
(iii) payment of the monthly fee;
(iv) payment of provider expenses; and
(v) payment of the additional variable fee.
11
Each of our current service agreements is for an initial term of 40 years
and automatically renews for successive five-year terms, unless terminated by
notice given at least 120 days prior to the end of the initial term or any
renewal term. In addition, the service agreement may be terminated earlier by
either party upon the occurrence of certain events involving the other party,
such as our dissolution, bankruptcy, liquidation, or our failure to perform our
material duties and obligations under the service agreement. In the event a
service agreement is terminated, the related affiliated dental practice is
generally required to purchase, at our option, the unamortized balance of
intangible assets at the current book value, as well as all related other assets
associated with the affiliated dental group.
Employment Agreements with Dentists
The service agreements require that all dentists practicing full-time at
the dental facilities enter into employment agreements with their respective
PCs. The employment agreements with dentists who are owners of the PCs generally
are for a specified initial term of up to five years and may not be terminated
by the dentists without cause during such initial term. The employment
agreements with other dentists may be for terms up to 18 months. Such employment
agreements are usually terminable by either party upon advance written notice,
which in most cases is 90 days, and are terminable by the PC for cause
immediately upon written notice to the dentist. Such agreements typically
contain non-competition provisions which prohibit the dentist from engaging in
the practice of dentistry or otherwise performing professional dental services
within a specified geographic area, usually a specified number of miles from the
relevant dental facility, following termination. The non-competition
restrictions are generally for one to two years following termination.
Competition
The dental services industry, currently in its formative stage, is highly
competitive and is expected to become more competitive. Our affiliates compete
with other dental practices in their market. We compete with other companies
that provide business services to dentists, as well as those seeking to
affiliate with existing dental practices through service agreement arrangements.
We believe that the principal factors of competition between companies that
provide business services to dentists are their affiliation methods and models,
the number and reputation of their existing affiliates, their management
expertise and experience, the sophistication of their management information,
accounting, finance and other systems and their operating methods. We believe
that we compete effectively with other companies that provide business services
to dentists with respect to these factors.
Government Regulation
General
The practice of dentistry is highly regulated, and the operations of us and
our affiliated dental practices are subject to numerous state and federal laws
and regulations. Furthermore, we may become subject to additional laws and
regulations as we expand into new markets. There can be no assurance that the
regulatory environment in which we and our affiliated dental groups operate will
not change significantly in the future. Our ability to operate profitably will
depend, in part, upon us and our affiliated dental groups obtaining and
maintaining all necessary licenses, certifications and other approvals and
operating in compliance with applicable laws.
State Regulation
Every state imposes licensing and other requirements on individual dentists
and dental facilities and services. Except for Wisconsin, the laws of the states
in which we currently operate prohibit, either by specific statutes, case law or
as a matter of general public policy, entities not wholly owned or controlled by
dentists, such as us, from practicing dentistry, from employing dentists and, in
certain circumstances, dental assistants and dental hygienists, or from
exercising control over the provision of dental services. Many states prohibit
or restrict the ability of a person other than a licensed dentist to own, manage
or control the assets, equipment or offices used in a dental practice. The laws
of some states prohibit the advertising of dental services under a trade or
corporate name and require all advertisements to be in the name of the dentist.
A number of states also regulate the content of advertisements of dental
services and the use of promotional gift items. These laws and their
interpretation vary from state to state and are enforced by regulatory
authorities with broad discretion.
There are certain regulatory issues associated with our role in negotiating
and administering managed care contracts. To the extent that we or any
affiliated dental group contracts with third party payors, including self-
insured plans, under a capitated or other arrangement which causes us or such
affiliated dental group to assume a portion of the financial risk of providing
dental care, we or such affiliated dental group may become subject to state
insurance laws. If we or any affiliated dental group is determined to be engaged
in the business of insurance, we may be required to change the method of payment
from third party payors or to seek appropriate licensure. Any regulation of us
or our affiliated dental groups under insurance laws could have a material
adverse effect on our business, financial condition and results of operations.
Through our role in negotiating and
12
administering managed care and other provider contracts, we are also subject to
regulation in certain states as an administrator and must ensure that our
activities comply with relevant regulation.
Many states have fraud and abuse laws, including anti-kickback laws, which
are similar to the federal laws, discussed below, and in many cases these laws
apply to all referrals for items or services reimbursable by any payor. A number
of states also impose significant criminal and civil penalties for false claims,
false or improper billings, or inappropriate coding for dental services. Many
states either prohibit or require disclosure of self-referral arrangements and
impose criminal and civil penalties for violations of these laws.
Many states also prohibit a dentist from paying a portion of fees received
for dental services to another person or entity. In some states, this ''fee-
splitting'' prohibition applies only to payments in exchange for referrals.
Other states flatly prohibit any rebates or split fees regardless of whether
referrals are involved. There can be no assurance that service fees paid to us,
to the extent based on a percentage of dental service revenues or profits, will
not be deemed to violate such laws.
Many states have antitrust laws which prohibit agreements in restraint of
trade, the exercise of monopoly power and other practices that are considered to
be anti-competitive, including cooperation by separate economic entities to fix
the prices of services. Dental practices are also subject to compliance with
state and local regulatory standards in the areas of safety and health.
Many states' laws and regulations relating to the practice of dentistry
were adopted prior to the emergence of providers of business services to dental
groups like us. As a result, a number of states, including states in which we
currently operate, are in the process of reviewing and/or amending their laws
and regulations relating to the practice of dentistry and dentists' business
arrangements with unlicensed persons like us. There can be no assurance that any
amendments or new laws or regulations will not have a material adverse effect on
our business, financial condition and results of operations.
Federal Regulation
The dental industry is also regulated at the federal level to the extent
that dental services are reimbursed under federal programs. Participation by the
affiliated dental groups and their dentists in such programs subject them, and
potentially us, to significant regulation regarding the provision of services to
beneficiaries, submission of claims and related matters, including the types of
regulations discussed below. Violation of these laws or regulations can result
in civil and criminal penalties, including possible exclusion of individuals and
entities from participation in federal payment programs.
The federal anti-kickback statutes prohibit, in part, and subject to
certain safe harbors, the payment or receipt of remuneration in return for, or
in order to induce, referrals, or arranging for referrals, for items or services
which are reimbursable under federal payment programs. Other federal laws impose
significant penalties for false or improper billings or inappropriate coding for
dental services regardless of the payor source. The federal self-referral law,
or ''Stark law,'' prohibits dentists from making referrals for certain
designated health services reimbursable under federal payment programs to
entities with which they have financial relationships unless a specific
exception applies. The Stark law also prohibits the entity receiving such
referrals from submitting a claim for services provided pursuant to such
referral. We may be subject to federal payor rules prohibiting the assignment of
the right to receive payment for services rendered unless certain conditions are
met. These rules prohibit a billing agent from receiving a fee based on a
percentage of collections and may require payments for the services of the
dentists to be made directly to the dentist providing the services or to a lock-
box account held in the name of the dentist or his or her dental group. In
addition, these rules provide that accounts receivables from federal payors are
not saleable or assignable.
Federal antitrust laws prohibit agreements in restraint of trade, the
exercise of monopoly power and other practices that are considered to be anti-
competitive, including cooperation by separate economic entities to fix the
prices of services. Finally, dental practices are also subject to compliance
with federal regulatory standards in the areas of safety and health.
Insurance
We maintain property-casualty insurance covering our dental facilities,
local management offices and our corporate office on a replacement cost basis.
Each affiliated PC maintains, or causes to be maintained, professional liability
insurance covering itself and its employees and contractors, including the
dentists, hygienists and dental assistants employed by, or contracted by such
affiliated PC in the amount of $1 million per occurrence and $3 million annual
aggregate. We generally are a named insured under such policies. We also
maintain umbrella liability coverage for our property-casualty policies in the
amount of $10 million. Certain types of risks and liabilities may not be covered
by insurance, however, and there can be no assurance that coverage will continue
to be available upon terms satisfactory to us or that the coverage will be
adequate to cover losses. Malpractice insurance, moreover, can be expensive and
varies from state to state. Successful malpractice claims asserted against the
dentists, the PCs or us may have a material adverse effect on our business,
financial condition and operating results. While we believe our insurance
policies are adequate in amount and coverage for our current operations, there
can be no assurance that the coverage maintained by us will be sufficient to
cover all future claims or will continue to be available in adequate amounts or
at a reasonable cost.
13
Employees
As of December 31, 2000, we employed 1,533 people. This amount included 753
hygienists and dental assistants and 780 administrative and management personnel
located at our dental facilities, local management offices and our corporate
office. In addition, we are affiliated with 373 dentists, as well as 245
hygienists and dental assistants located in states which prohibit our employment
of hygienists and/or dental assistants, all of whom were employees or
independent contractors of their respective affiliated PCs. We consider our
relations with our employees to be good.
Executive Officers of the Registrant
The following table sets forth information concerning each of our executive
officers:
Name Age Position
- ---- --- ---------
Gregory A. Serrao.................... 38 Chairman, President and Chief Executive Officer
Joseph V. Errante, D.D.S............. 45 Senior Vice President - Business Development
Lee S. Feldman....................... 33 Senior Vice President - Chief Administrative Officer and General Counsel
Michael F. Frisch.................... 43 Senior Vice President - Regional Operations
Paul F. Gill......................... 55 Senior Vice President - Regional Operations
Michael J. Vaughan................... 47 Senior Vice President - Regional Operations
Ian H. Brock......................... 31 Vice President - Financial Planning
Kevin M. Eichner..................... 34 Vice President - Controller
Breht T. Feigh....................... 34 Vice President - Chief Financial Officer and Treasurer
Roger A. Horton, D.M.D............... 45 Vice President - Information Systems
Jesley C. Ruff, D.D.S................ 46 Vice President - Chief Professional Officer
Peter G. Swenson..................... 29 Vice President - Market Development
______________
The executive officers are elected annually by the Board of Directors.
Mr. Serrao founded American Dental Partners, Inc. and has served as our
President, Chief Executive Officer and a Director since December 1995 and as
Chairman since October 1997. From 1992 through December 1995, Mr. Serrao served
as the President of National Specialty Services, Inc., a subsidiary of Cardinal
Health, Inc. (''Cardinal Health''). From 1991 to 1992, Mr. Serrao served as Vice
President--Corporate Development of Cardinal Health. Before joining Cardinal
Health, Mr. Serrao was an investment banker at Dean Witter Reynolds Inc. where
he co-founded its health care investment banking group and specialized in
mergers, acquisitions and public equity offerings.
Dr. Errante has served as our Senior Vice President - Business Development
since January 2000. From November 1998 through December 1999, Dr. Errante served
as Vice President - Regional Operations. From January 1996 to October 1998, Dr.
Errante served as Chief Executive Officer of Innovative Practice Concepts, Inc.
(which we acquired in January 1998). From January 1996 to January 1998, Dr.
Errante also served as Chairman of Associated Dental Care Providers, P.C., one
of our affiliated dental groups, which he co-founded in 1985. From 1992 to 1996,
Dr. Errante served as Chief Executive Officer and Chairman of Associated
Companies, Inc., the management company that operated Associated Health Plans,
Inc. (''AHP''), a managed care dental plan in Arizona. From 1985 to 1992, Dr.
Errante served as the Dental Director for AHP. Dr. Errante is currently serves
as the Immediate Past President of the American Academy of Dental Group Practice
(''AADGP'') and sits on the Managed Care Dental Advisory Board to Proctor and
Gamble.
Mr. Frisch has served as our Senior Vice President - Regional Operations
since January 2000. From June 1997 through December 1999, Mr. Frisch served as
Vice President - Regional Operations. From January 1997 to June 1997, Mr. Frisch
was Director - National Support Initiatives. From July 1996 to December 1996,
Mr. Frisch was an independent consultant to us. From June 1993 to July 1996, Mr.
Frisch served as Vice President and General Manager of National Specialty
Services, Inc., a subsidiary of Cardinal Health. From July 1986 to June 1993,
Mr. Frisch was employed by VHA, Inc., a national health care alliance, in a
variety of marketing, business development and management positions.
Mr. Feldman has served as our Senior Vice President - Chief Administrative
Officer and General Counsel since May 2000. From November 1998 through April
2000, Mr. Feldman served as Vice President - General Counsel. Prior to joining
us, Mr. Feldman was employed by Professional Dental Associates, Inc., a dental
practice management company, where he served as Vice President - General Counsel
and Secretary from June 1997 to November 1998. From 1993 to 1997, Mr. Feldman
was an associate with Ropes and Gray, a law firm located in Boston,
Massachusetts.
14
Mr. Gill has served as our Senior Vice President - Regional Operations
since January 2001. From October 1993 to December 2000, Mr. Gill served as
Administrator for Riverside Dental Group, one of our affiliated dental groups.
From September 1991 to September 1993, Mr. Gill served as Community Development
Director for the City of Moreno Valley, California. Before working for the City,
Mr. Gill served as a career Air Force officer and pilot. His last assignment was
as Commander of March Air Force Base in California.
Mr. Vaughan has served as our Senior Vice President - Regional Operations
since January 2001. From January 2000 to December 2000, Mr. Vaughan served as
Vice President - Operations. From 1996 to 1999, Mr. Vaughan served as Regional
Vice President for Cardinal Distribution, a subsidiary of Cardinal Health. From
1988 to 1995, Mr. Vaughan held the positions of Vice President and General
Manager of Cardinal Distribution's Knoxville, Tennessee and Zanesville, Ohio
facilities and also Vice President of Strategic Initiatives. Prior to joining
Cardinal Health, Mr. Vaughan worked for McKesson HBOC in various sales
management positions.
Mr. Brock has served as our Vice President - Financial Planning since
January 2001. Mr. Brock was Director - Financial Planning from February 1998 to
December 2000 and Assistant Controller from September 1996 to January 1998.
Prior to joining us, Mr. Brock worked for American Medical Response, Inc.,
("AMR") a national provider of ambulance services, as a corporate financial
analyst from October 1995 to August 1996 and as an accounting manager and
financial analyst from June 1991 to September 1995 with AMR of Connecticut,
Inc., one of AMR's four founding subsidiaries.
Mr. Eichner has served as our Vice President - Controller since January
2001 and was Director - Corporate Reporting from February 1998 to December 2000.
Prior to joining us, Mr. Eichner served as Vice President and Controller of
First New England Dental Centers, Inc., a dental practice management company,
from April 1997 to February 1998. From October 1991 to April 1997, Mr. Eichner
was employed by Cardinal Health, where he held a variety of positions in
financial reporting and as Controller of the New England region. Before joining
Cardinal Health, Mr. Eichner was a Senior Auditor at Arthur Andersen & Co., a
public accounting firm, where he was employed from June 1988 to October 1991.
Mr. Feigh has served as our Vice President - Chief Financial Officer and
Treasurer since January 2001, served as Vice President - Strategic Initiatives
from January 2000 to December 2000 and was Mr. Feigh Director - Corporate
Development from October 1997 to December 1999. Prior to joining us, Mr. Feigh
was employed in the health care mergers and acquisition group of Robertson,
Stephens & Company from 1996 to 1997. From 1994 to 1996, he was employed in the
Latin American investment banking group of ING Barings, and from 1989 to 1993,
he was employed in the health care investment banking group of Dean Witter
Reynolds Inc.
Dr. Horton has served as our Vice President - Information Systems since
January 2001 and was Director - Information Systems from May 1997 to December
2000. Dr. Horton has an extensive background in both dentistry and information
systems. After receiving his D.M.D. from the University of Pittsburgh and
completing first a clinical residency and then a fellowship at the University of
Colorado and Wake Forest University, respectively, he spent several years as a
member of the faculty and staff at the Department of Dentistry at Wake Forest
University School of Medicine. He also spent several years as an independent
systems consultant focused on the development of software applications in
dentistry and medical image processing.
Dr. Ruff has served as our Vice President - Chief Professional Officer
since January 1999 and has chaired our National Professional Advisory Forum
since January 1997. From 1992 to 1998, Dr. Ruff served as President of Wisconsin
Dental Group, S.C., one of our affiliated dental groups, where he was employed
as a practicing dentist and held a variety of positions since 1985. In 1994, Dr.
Ruff served on the Board of Directors of the National Association of Prepaid
Dental Plans. From 1983 to 1991, Dr. Ruff was an Assistant Professor at the
Marquette University School of Dentistry and an adjunct faculty member from 1991
to 1996, where he held a variety of clinical faculty and grant-related
positions.
Mr. Swenson has served as our Vice President - Market Development for the
Company since January 2000. Mr. Swenson was Director - Market Development from
January 1998 to December 1999 and Director - Facility Development from September
1997 to December 1997. From April 1994 to December 1996, Mr. Swenson was
Manager-Facilities Development of Park Dental, one of our affiliated dental
groups.
15
ITEM 2. PROPERTIES
We lease most of our dental facilities. Typically, each acquired dental
facility is located at the site used by the dental group prior to affiliating
with us. As of December 31, 2000, we owned or leased 156 dental facilities,
twelve local management offices and our corporate office. Our corporate office
is located at 301 Edgewater Place, Suite 320, Wakefield, Massachusetts, in
approximately 6,900 square feet occupied under a lease which expires in March
2002.
ITEM 3. LEGAL PROCEEDINGS
From time to time, we may be subject to litigation incidental to our
business. We are not presently a party to any material litigation. The dentists
employed by, or independent contractors of, our affiliated PCs are from time to
time subject to malpractice claims. Such claims, if successful, could result in
damage awards exceeding applicable insurance coverage which could have a
material adverse effect on our business, financial condition and results of
operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
Market Information, Holders and Dividends
Our Common Stock is traded on the Nasdaq National Market system under the
symbol "ADPI." The following table sets forth the range of the reported high and
low sales prices of our Common Stock for the years ended December 31, 1999 and
2000:
High Low Close
---- --- -----
1999
-----
1st Quarter................................................................... $11.688 $7.000 $ 7.875
2nd Quarter................................................................... $12.375 $6.875 $11.125
3rd Quarter................................................................... $13.375 $8.750 $12.125
4th Quarter................................................................... $12.188 $6.625 $ 7.000
High Low Close
---- --- -----
2000
----
1st Quarter................................................................... $ 9.375 $6.250 $ 6.938
2nd Quarter................................................................... $ 7.000 $6.875 $ 7.000
3rd Quarter................................................................... $ 9.000 $6.375 $ 6.875
4th Quarter................................................................... $ 8.500 $5.000 $ 7.500
As of March 16, 2001, there were approximately 54 holders of record of
Common Stock, as shown on the records of the transfer agent and registrar of
Common Stock. The number of record holders does not bear any relationship to the
number of beneficial owners of the Common Stock. The last reported sale price of
the Common Stock on the Nasdaq National Market as of March 16, 2001 was $7.875
per share.
We have not paid any cash dividends on our Common Stock in the past and do
not plan to pay any cash dividends on our Common Stock in the foreseeable
future. In addition, the terms of our revolving credit facility prohibit us from
paying dividends or making other payments with respect to our Common Stock
without the lenders' consent. Our Board of Directors intends, for the
foreseeable future, to retain earnings to finance the continued operation and
expansion of our business.
Recent Sales of Unregistered Securities
None.
16
ITEM 6. SELECTED FINANCIAL DATA (in thousands, except per share amounts and
statistical data)
Years Ended December 31,
----------------------------------------------------
1996 1997 1998 1999 2000
---- ---- ---- ---- ----
Consolidated Statement of Operations Data:
Net revenue........................................................... $ 3,933 $53,270 $84,090 $117,352 $143,644
------- ------- ------- -------- --------
Operating expenses:
Salaries and benefits.............................................. 2,098 28,438 43,190 57,417 68,135
Lab fees and dental supplies....................................... 534 6,435 10,796 15,866 21,078
Office occupancy................................................... 389 4,814 7,635 11,321 14,784
Other operating expenses........................................... 773 6,264 6,840 9,235 10,990
General corporate expenses......................................... 2,395 3,337 3,951 4,814 5,364
Depreciation....................................................... 177 1,580 2,495 3,642 4,708
Amortization of intangible assets.................................. 48 645 1,732 2,579 3,385
------- ------- ------- -------- --------
Total operating expenses....................................... 6,414 51,513 76,639 104,874 128,444
------- ------- ------- -------- --------
Earnings (loss) from operations....................................... (2,481) 1,757 7,451 12,478 15,200
Interest expense (income), net................................... (38) 563 1,085 1,877 4,378
------- ------- ------- -------- --------
Earnings (loss) before income taxes................................... (2,443) 1,194 6,366 10,601 10,822
Income taxes....................................................... - 124 2,480 4,588 4,653
------- ------- ------- -------- --------
Net earnings (loss)................................................ $(2,443) $ 1,070 $ 3,886 $ 6,013 $ 6,169
======= ======= ======= ======== ========
Net earnings (loss) per common share (1):
Basic.............................................................. $ (3.45) $ (0.05) $ 0.59 $ 0.80 $ 0.87
Diluted............................................................ $ (3.45) $ (0.05) $ 0.54 $ 0.78 $ 0.84
Weighted average common shares outstanding (1):
Basic.............................................................. 768 2,273 5,907 7,513 7,119
Diluted............................................................ 768 2,273 6,867 7,745 7,320
December 31,
----------------------------------------------------
1996 1997 1998 1999 2000
---- ---- ---- ---- ----
Consolidated Balance Sheet Data:
Cash and cash equivalents............................................. $ 5,836 $ 5,265 $ 2,420 $ 2,325 $ 472
Working capital....................................................... 3,189 759 (2,725) 22 4,063
Total assets.......................................................... 25,294 48,549 70,864 110,000 132,583
Long-term debt, excluding current maturities.......................... 3,063 21,253 9,980 40,249 55,330
Redeemable and convertible preferred stock............................ 15,105 16,297 - - -
Total stockholders' equity............................................ 164 909 48,305 52,229 58,486
Statistical Data (end of period):
Number of states...................................................... 3 5 8 12 14
Number of dental facilities........................................... 42 77 103 134 156
Number of operatories (2)............................................. 331 566 830 1,193 1,397
Number of affiliated dentists (3)..................................... 128 171 231 324 373
_________________
(1) Net earnings (loss) per common share are computed on the basis described in
Notes 2 and 12 to our Consolidated Financial Statements.
(2) An operatory is an area where dental care is performed and generally
contains a dental chair, a hand piece delivery system and other essential
dental equipment.
(3) Includes full-time equivalent general dentists employed by the PCs and
full-time equivalent specialists, some of whom are independent contractors
to the PCs.
17
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Overview
American Dental Partners, Inc. is a leading provider of business services
to multi-disciplinary dental groups in selected markets throughout the United
States. We were formed in December 1995, commenced operations in January 1996
and began providing business services to dental groups in November 1996,
concurrent with the completion of our first dental group affiliation. Our rapid
growth has resulted primarily from our affiliations with dental groups. From
November 1996 to December 31, 2000, we completed 40 affiliation transactions,
comprising 19 dental groups, and at December 31, 2000, we operated 156 dental
facilities with 1,397 operatories in 14 states.
Affiliation Summary
When affiliating with a dental group, we acquire substantially all its
assets except those required by law to be owned or maintained by dentists (such
as third party contracts, certain governmental receivables and patient records)
and enter into a long-term service agreement with the affiliated dental group or
professional corporation ("PC"). Under our service agreements, we are
responsible for providing all services necessary for the administration of the
non-clinical aspects of the dental operations. The PC is responsible for the
provision of dental care. Each of our service agreements is for an initial term
of 40 years.
During 1998, 1999 and 2000, we acquired substantially all the assets of
ten, twelve and nine dental practices, respectively, and simultaneously entered
into 40-year service agreements with twelve of the affiliated dental groups (19
practices joined existing affiliates). In total, these affiliations resulted in
the addition of 74 dental facilities and 697 operatories. See Note 4 of "Notes
to Consolidated Financial Statements" for further information on acquisitions
and affiliations. We currently are in discussions with a number of dentists and
owners of dental groups about possible affiliations with us. There can be no
assurance, however, that we will consummate any of these possible affiliations.
Affiliate Adjusted Gross Revenue Compared to Net Revenue
Affiliate Adjusted Gross Revenue and Payor Mix
We do not own or control the affiliated dental groups and, accordingly, do
not consolidate the financial statements of the PCs with ours. Our affiliated
dental groups generate revenue from patients and dental benefit providers under
fee-for-service, PPO plans and capitated managed care plans. The affiliated
dental groups record revenue at established rates reduced by contractual
adjustments and allowances for doubtful accounts to arrive at adjusted gross
revenue. Contractual adjustments represent the difference between gross billable
charges at established rates and the portion of those charges reimbursed
pursuant to certain dental benefit plan provider contracts. While payor mix
varies from market to market, the aggregate payor mix percentage of our
affiliated groups for the year ended December 31, 2000 was approximately 46%
fee-for-service, 21% PPO plans and 33% capitated managed care plans.
The PCs reimburse us for expenses incurred on their behalf in connection
with the operation and administration of the dental facilities and pay fees to
us for business services. Expenses incurred for the operation and administration
of the dental facilities include salaries and benefits for non-dentist personnel
working at the dental facilities (the administrative staff and, where permitted
by law, the dental hygienists and dental assistants), lab fees, dental supplies,
office occupancy costs of the dental facilities, depreciation related to the
fixed assets at the dental facilities and other expenses such as professional
fees, marketing costs and general and administrative expenses. See "Business--
Operations--Operating Structure."
The PCs are responsible for the salaries, benefits and other expenses of
the dentists. In addition, in certain states where the PCs must employ dental
hygienists and dental assistants, the PCs are responsible for salaries, benefits
and other expenses of such non-dentist employees. Since 1998, we have entered
into affiliation transactions with a number of dental practices located in
states where dental hygienists and dental assistants are required to be employed
by the PCs. In recent years, due to the increasing demand for dental services
relative to a decreasing supply of dentists nationally, dentist compensation has
been increasing generally and for our affiliated dental groups specifically, and
we expect this trend to continue. As a result of these two factors, the
percentage of affiliate adjusted gross revenue retained by the PCs has increased
from 28.5% of adjusted gross revenue in 1998 to 29.3% in 1999 and 31.9% in 2000.
Consequently, it is helpful to analyze operating trends as a percentage of
affiliate adjusted gross revenue (as well as a percentage of our net revenue).
18
Net Revenue
Our net revenue represents primarily reimbursement of expenses and fees
charged to the affiliated dental groups pursuant to the terms of the long-term
service agreements under which we agree to provide business services. Under such
agreements, the affiliated dental groups reimburse us for actual expenses
incurred in connection with the operation and administration of the dental
facilities and pay fees to us for our business services. Under certain service
agreements, our service fee consists of a variable monthly fee which is based
upon a specified percentage of the amount by which the PC's adjusted gross
revenue exceeds expenses incurred in connection with the operation and
administration of the dental facilities. Under certain service agreements, our
service fees consist of a fixed monthly fee and an additional variable fee.
Under certain service agreements, our service fee consists entirely of a fixed
monthly fee. The fixed monthly fees are determined by agreement of us and the
affiliated dental group in a formal budgeting process. Additionally, our net
revenue includes amounts from dental benefit providers related to the
arrangement of the provision of care to patients. For additional information on
affiliate adjusted gross revenue and components of our net revenue, see Note 3
of "Notes to Consolidated Financial Statements."
Results of Operations
Net Revenue
Net revenue increased 40% in 1999 to $117,352,000 and 22% in 2000 to
$143,644,000. The increases in net revenue are due to same market growth from
dental groups which were our affiliates during the entirety of both the current
years and the previous years and the inclusion of revenue derived from service
agreements entered into in connection with affiliation transactions in the
current years and from a full-year impact of affiliation transactions in the
previous years. Same market growth of 16% in 1999 and 12% in 2000 resulted from
the addition and expansion of our facilities, successful renegotiation of
certain dental benefit provider contracts which increased the level of
reimbursement for services provided by our affiliated dental groups and the
addition of dentists to our affiliated dental groups.
During the fourth quarter of 2000, several of our affiliated dental groups
were impacted by severe winter storms and one affiliate was impacted by a
tornado. This weather occurred primarily in December 2000 and, as a result, our
affiliated dental groups were unable to reschedule lost production in 2000
because of full patient schedules during the balance of the year. We estimate
that these winter storms and the tornado reduced our net revenue and net
earnings by approximately $366,000.
Salaries and Benefits Expense
Salaries and benefits expense includes costs for personnel working for us
at the dental facilities as well as local and regional management. At the
facility level, we generally employ the administrative staff and, where
permitted by state law, the dental hygienists and dental assistants. The local
and regional operating management teams supervise and support the staff at the
dental facilities.
Salaries and benefits expense as a percentage of net revenue decreased from
51.4% in 1998 to 48.9% in 1999 to 47.4% in 2000 as a result of increased
business in states where the PC's are required to employ the dental hygienists
and dental assistants, more efficient utilization of staff in existing
facilities and leveraging of local and regional management and administrative
resources in certain markets. These costs savings were partially offset by the
affiliation with practices with a generally higher ratio of staffing costs to
net revenue in their respective markets compared to the existing base of
affiliates and wage inflation due to tight labor markets. We anticipate such
wage inflation pressures will continue for the foreseeable future.
Lab Fees and Dental Supplies Expense
Lab fees and dental supplies expense varies from affiliate to affiliate and
is affected by the volume and type of procedures performed. The increase in lab
fees and dental supplies expense as a percentage of net revenue from 12.8% in
1998 to 13.5% in 1999 is due almost entirely to the affiliation with practices
with a generally higher ratio of lab fees and dental supplies expense to net
revenue in their respective markets compared to the existing base of affiliates.
We experienced rate increases in 1999 from certain lab providers and dental
supply manufacturers. This price inflation, however, was offset entirely by the
successful negotiation of a national contract for the purchase of dental
supplies, effectively taking advantage of economies of scale and certain
manufacturer rebate programs.
19
The increase in lab fees and dental supplies expense from 13.5% in 1999 to
14.7% in 2000 was primarily due to price increases from certain lab providers
due to increases in costs of certain precious metals and their internal wage
inflation. In addition, the affiliation with practices with a generally higher
ratio of lab fees and dental supplies expense to net revenue compared to the
existing base of affiliates further increased this expense category as a
percentage of net revenue. In 2000, we continued to offset dental supply
manufacturer price increases with the economies of scale realized through our
national dental supply purchasing and rebate programs. We believe such price
inflation will continue for the foreseeable future. While the lab fees and
dental supplies expense has increased, the trend is less significant when
calculated as a percentage of affiliate adjusted gross revenue.
Office Occupancy Expense
Office occupancy expense includes rent expense and certain other operating
costs such as utilities associated with dental facilities and the local
administrative offices. Such costs vary based on the size of each facility and
the market rental rate for dental office space in the particular geographic
market.
Office occupancy expense as a percentage of net revenue increased from 9.1%
in 1998 to 9.6% in 1999 and 10.3% in 2000 primarily as a result of the
investment in the relocation and addition of new dental facilities. In 1998 and
1999, we added 11 new facilities in Arizona, California, Minnesota and Virginia
and relocated and expanded 25 facilities in Arizona, Minnesota, Texas and
Wisconsin. In 2000, we added a new facility in North Carolina and relocated and
expanded 15 facilities in California, Maryland, Minnesota, Pennsylvania, Texas
and Wisconsin. This investment in facilities increased our physical capacity in
these markets to allow for future growth. Initially, however, the increase in
office occupancy expense was not fully offset by incremental net revenue.
In addition, during 1999, we invested in regional administrative offices in
Arizona, Pennsylvania and Virginia in order to accommodate the regionalization
of management and administrative support in certain markets. Further increasing
office occupancy expense as a percentage of net revenue in 2000 was the
affiliation with practices with a generally higher ratio of office occupancy
expense to net revenue in their respective markets compared to the existing base
of affiliates. These increased costs were partially offset by better utilization
of capacity in existing facilities in 1999 and 2000 and the leveraging of local
and regional management office occupancy expense in certain markets in 2000.
We expect office occupancy expense to continue to increase as we invest in
the relocation and expansion of dental facilities. These increases should be
partially or fully offset by better utilization of capacity in existing dental
facilities. While office occupancy expense has increased, the trend is less
significant when calculated as a percentage of affiliate adjusted gross revenue.
Other Operating Expenses
Other operating expenses decreased as a percentage of net revenue from 8.1%
in 1998 to 7.9% in 1999 to 7.7% in 2000 primarily as a result of economies of
scale as it relates to professional fees and insurance expense, the
regionalization of administrative and data processing functions in certain
markets, the dilution of the impact of the Minnesota Care Tax and better
management of certain discretionary spending. These costs savings were partially
offset by the affiliation with practices with a generally higher ratio of other
operating expenses to net revenue in their respective markets compared to the
existing base of affiliates.
General Corporate Expenses
General corporate expenses consist of compensation expenses for our
corporate personnel and administrative staff, as well as facility and other
administrative costs of our corporate office. General corporate expenses
decreased as a percentage of net revenue from 4.7% in 1998 to 4.1% in 1999 to
3.7% in 2000. Throughout 1999 and 2000, we continued to expand our management
infrastructure in the areas of finance, operations, employee benefit
administration and professional recruiting. Despite these additions, we continue
to leverage these costs. The level of general corporate expenses may continue to
increase in the future as we continue to expand our management infrastructure.
However, it is anticipated that these costs will decline as a percentage of net
revenue in the future.
Depreciation
Depreciation expense includes depreciation charges related to leasehold
improvements and furniture, fixtures and equipment used to operate the dental
facilities, local and regional management offices and our corporate office.
Depreciation expense increased as a percentage of net revenue from 3.0% in 1998
to 3.1% in 1999 to 3.3% in 2000 primarily due to the depreciation of assets
acquired and capital expenditures associated with the investment in the
relocation and addition of new dental facilities in certain markets. In 1998 and
1999, we added 11 new facilities in Arizona, California, Minnesota and Virginia
and relocated and expanded 25 facilities in Arizona, Minnesota, Texas and
Wisconsin. In 2000, we added a new facility in North Carolina and
20
relocated and expanded 15 facilities in California, Maryland, Minnesota,
Pennsylvania, Texas and Wisconsin. These capital expenditures increased our
capacity to allow for future growth. This increase in depreciation expense as a
percentage of net revenue was partially offset by leveraging the costs in
existing facilities.
We expect to continue to invest in the relocation and expansion of our
physical capacity, although at a lower amount than historical levels.
Accordingly, depending on the amount and timing of such future capital
expenditures, depreciation could increase. While depreciation expense has
increased as a percentage of net revenue, it has remained unchanged as a
percentage of affiliate adjusted gross revenue.
Amortization of Intangible Assets
Amortization increased as a percentage of net revenue from 2.1% in 1998 to
2.2% in 1999 to 2.4% in 2000 primarily as a result of intangible assets recorded
in connection with the 31 affiliation transactions completed since 1998.
Amortization of intangible assets could increase in the future as a result of
intangibles recorded in connection with future acquisitions and affiliations,
although we expect to complete fewer affiliations than we historically have.
While amortization of intangible assets has increased as a percentage of net
revenue, it has remained relatively unchanged as a percentage of affiliate
adjusted gross revenue.
Interest Expense, Net
Net interest expense increased in 1999 and 2000 primarily as a result of
increased average borrowings under our revolving credit facility to fund the
affiliation transactions completed since mid-1998 and a portion of our capital
expenditures throughout 1999 and 2000. In addition, the issuance of subordinated
notes in connection with the affiliation transactions since 1998 contributed to
higher interest expense in 1999 and 2000. Average borrowings in 1998 were
significantly lower than in 1999 due in large part to using a portion of the
proceeds from the initial public offering to repay the outstanding balance on
the revolving credit facility in the second quarter of 1998. The increase in
interest expense in 1999 was partially reduced due to an overall lower average
market interest rate under our revolving credit facility in 1999 than in 1998.
In addition, a higher overall average market interest rate in 2000 and
increased financing costs associated with amending our revolving credit facility
in July 2000 further increased interest expense from 1999 to 2000. Although
interest expense will likely increase in the near future due to a higher average
level of indebtedness, we believe interest expense may not increase in 2001 to
the extent it did in 2000 due to lower anticipated overall average market
interest rates and a reduced level of affiliation transactions and capital
expenditures.
Income Taxes
Our effective tax rate was approximately 39.0%, 43.3% and 43.0% for 1998,
1999 and 2000, respectively. The 1998 effective tax rate was impacted by the
reversal of a valuation allowance for deferred tax assets established in 1996
and 1997. See Note 6 in "Notes to Consolidated Financial Statements." The
effective tax rate in 1999 decreased from the normalized 1998 effective tax rate
due primarily to a reduction in the proportionate amount of amortization of
intangible assets which are not deductible for tax purposes, partially offset by
a higher Federal statutory rate resulting from increased pre-tax income in 1999
and an increase in the proportionate amount of income in states with higher
average tax rates. The effective tax rate in 2000 decreased primarily due to an
increase in the proportionate amount of income in states with lower average tax
rates. This reduction was partially offset by a valuation allowance for certain
deferred tax assets and other permanent differences.
Liquidity and Capital Resources
We have financed our operating and capital needs, including cash used for
acquisitions and affiliations, capital expenditures and working capital, from
sales of equity securities, borrowings under our revolving line of credit and
cash generated from operations.
From January 1, 1999 through December 31, 2000, we completed 21 dental
practice affiliations for aggregate consideration of $34.9 million in cash, $3.8
million in subordinated promissory notes, $1.4 million in deferred payments and
50,568 shares of our Common Stock valued at approximately $0.4 million.
For the years ended December 31, 1999 and 2000, cash provided by operating
activities amounted to $9,197,000 and $10,207,000, respectively. The increase in
cash from operations resulted primarily from an increase in cash from operations
due to incremental earnings generated from affiliations and same market growth.
This was partially offset by an increase in the amount of cash paid for income
taxes and interest in 2000 compared to 1999. Cash from operations was further
offset by an increase in receivables due from affiliated dental groups. The
increase in our affiliate receivable balance is a direct result of our
affiliated dental groups shifting their payor mix away from prospective pay
capitation revenue and toward higher margin claims-
21
based reimbursement plans. This shift resulted in an increase in working capital
of our affiliated dental groups and, consequently, an increase in our
receivables due from affiliated dental groups.
For the years ended December 31, 1999 and 2000, cash used in investing
activities amounted to $34,337,000 and $25,255,000, respectively. Cash used for
investing activities included cash used for affiliations and for capital
expenditures. Cash used for affiliations, net of cash acquired, was $19,855,000
and $14,912,000 for 1999 and 2000, respectively. Cash used for capital
expenditures was $11,166,000 and $9,395,000 for 1999 and 2000, respectively.
Capital expenditures for 1999 included costs associated with the addition of a
new dental facility in each of Arizona, California and Virginia, four new dental
facilities in Minnesota and the relocation and/or expansion of 24 dental
facilities in Arizona, Minnesota, Texas and Wisconsin. Capital expenditures for
2000 included costs associated with the addition of a new dental facility in
North Carolina and the relocation and/or expansion of 15 dental facilities in
California, Maryland, Minnesota, Pennsylvania, Texas and Wisconsin. The
construction of new dental facilities and the refurbishment, expansion or
relocation of existing dental facilities in the future will require ongoing
capital expenditures. Although we expect to continue to make meaningful capital
expenditures, we do not expect capital expenditures in 2001 to continue at the
same levels as 1999 and 2000.
For the years ended December 31, 1999 and 2000, cash provided by financing
activities amounted to $25,045,000 and $13,195,000, respectively. Cash provided
by financing activities in 1999 resulted from net borrowings under our revolving
line of credit of $29,197,000 and proceeds from the issuance of Common Stock for
the employee stock purchase plan of $491,000, offset by the repayment of certain
indebtedness of $1,673,000 and the repurchase of 430,000 shares of our Common
Stock for $2,956,000. Cash provided by financing activities in 2000 resulted
from net borrowings under our revolving line of credit of $15,560,000 and
proceeds from the issuance of Common Stock for the employee stock purchase plan
of $376,000, offset by the repayment of indebtedness of $1,645,000, payment of
debt issuance costs of $808,000 and the repurchase of 40,000 shares of our
Common Stock for $288,000.
In July 2000, we amended our existing revolving line of credit, increasing
the total available amount from $50 million to $75 million. The credit facility
is being used for general corporate purposes including affiliations and capital
expenditures. Borrowings under this line of credit bear interest at either prime
or LIBOR plus a margin, at our option. The margin is based upon our debt
coverage ratio and ranges from 0.00% to 0.75% for prime loans and 1.75% to 2.75%
for LIBOR loans. In addition, we pay a commitment fee which ranges from 0.25% to
0.375% of the average daily balance of the unused line. Borrowings are limited
to an availability formula based on adjusted EBITDA. The credit facility is
secured by a first lien on substantially all of our assets, including a pledge
of the stock of our subsidiaries. We are also required to comply with certain
financial and other covenants. The line of credit matures in July 2004. The
outstanding balance under this line as of December 31, 2000 was $49,057,000.
We have a Shelf Registration Statement on file with the Securities and
Exchange Commission (Registration No. 333-56941) covering a total of 750,000
shares of Common Stock and $25,000,000 aggregate principal amount of
subordinated promissory notes to be issued in connection with future dental
practice affiliations. As of December 31, 2000, 679,878 shares and $20,736,500
of notes remain available for issuance under this Shelf Registration Statement.
Our growth to date has resulted in large measure from our ability to
affiliate with additional dental practices. Although we have affiliated with
many dental practices since our initial affiliation in November 1996, there can
be no assurance that additional affiliation candidates can be identified,
consummated or successfully integrated into our operations. We have used a
combination of cash, common stock and subordinated debt as consideration for
past acquisitions and affiliations and plan to continue to use these sources in
the future. In the past two years, the consideration paid has consisted of a
higher percentage of cash and subordinated debt and a lower percentage of common
stock.
In addition, we currently are in discussions with a number of dentists and
owners of dental groups about possible affiliations with us. While we continue
to evaluate new affiliation opportunities, we intend to focus more on internal
operations and, therefore, potentially reduce indebtedness over the next twelve
months. As a result, it is expected that the number of new affiliations over the
next twelve months will be somewhat lower relative to previous years.
Furthermore, we continue to evaluate opportunities to repurchase our Common
Stock through our previously announced repurchase program, pursuant to which
approximately $1.8 million remains available to repurchase additional shares.
We believe that cash generated from operations and amounts available under
our current revolving credit facility will be sufficient to fund our anticipated
cash needs for working capital, capital expenditures, affiliations and Common
Stock repurchases for at least the next twelve months.
22
Subsequent Event
In January 2001, three of our affiliated dental groups, Park Dental,
Associated Dental Care Providers and University Dental Associates, received
notices of contract termination from Cigna Dental and Associated Dental Care
Providers received notice of contract termination from Protective Life
Corporation. The four contracts represented approximately $24.1 million of
affiliate adjusted gross revenue in 2000. The effective dates of termination for
these four contracts are (i) July 31, 2001 for Park Dental, (ii) March 31, 2001
for University Dental Associates and (iii) March 31, 2001 (Cigna Dental) and
April 8, 2001 (Protective Life) for Associated Dental Care Providers. These
affiliates subsequently received proposed terms for new provider contracts from
Cigna Dental. The affiliates found the proposed terms unacceptable, and we are
working with them in evaluating their options in light of the termination
notices. In evaluating options, we and our affiliates believe that the financial
impact of not continuing as a provider with both dental benefit plan providers,
while difficult to ascertain precisely, would be less severe than accepting the
proposed provider relationships. While the exact outcome cannot be determined at
this time, we believe the disruption being caused by the termination notices may
impact net earnings for the first and second quarters of 2001 by $0.05 to $0.10
per share per quarter.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We invest our cash in money market instruments. These instruments are
denominated in U.S. dollars. Due to the conservative nature of these
instruments, we do not believe that we have a material exposure to interest rate
or market risk.
In the ordinary course of business, we are exposed to interest rate risk.
With regard to our revolving credit facility, we are also exposed to variable
rate interest for the banks' applicable margins, ranging from 0.00% to 0.75% for
prime loans and 1.75% to 2.75% for LIBOR loans, based upon our debt coverage
ratio. As a result of amending our revolving credit facility in July 2000, the
banks' margin increased by 1.00% from historical levels. For fixed rate debt,
interest rate changes affect the fair value but do not impact earnings or cash
flow. Conversely, for floating rate debt, interest rate changes generally do not
affect the fair market value but do impact future earnings and cash flow. We do
not believe a one percentage point change in interest rates would have a
material impact on the fair market value of our fixed rate debt. The pre-tax
earnings and cash flow impact for one year based upon the amounts outstanding at
December 31, 2000 under our variable rate revolving credit facility for each one
percentage point change in interest rates would be approximately $491,000 per
annum. We do not presently undertake any specific actions to cover our exposure
to interest rate risk and we are not party to any interest rate risk management
transactions.
23
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Index to Financial Statements
-----------------------------
Page
----
Consolidated Financial Statements
Independent Auditors' Report.......................................... 25
Consolidated Balance Sheets as of December 31, 1999 and 2000.......... 26
Consolidated Statements of Operations for the Years Ended
December 31, 1998, 1999 and 2000.................................... 27
Consolidated Statements of Stockholders' Equity for the Years
Ended December 31, 1998, 1999 and 2000.............................. 28
Consolidated Statements of Cash Flows for the Years Ended
December 31, 1998, 1999 and 2000.................................... 29
Notes to Consolidated Financial Statements............................ 30
Financial Statement Schedules
Not applicable.
24
INDEPENDENT AUDITORS' REPORT
The Board of Directors
American Dental Partners, Inc.:
We have audited the accompanying consolidated balance sheets of American
Dental Partners, Inc. (the ''Company'') as of December 31, 1999 and 2000, and
the related consolidated statements of operations, stockholders' equity and cash
flows for each of the years in the three-year period ended December 31, 2000.
These consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of American
Dental Partners, Inc. as of December 31, 1999 and 2000, and the results of their
operations and their cash flows for each of the years in the three-year period
ended December 31, 2000 in conformity with accounting principles generally
accepted in the United States of America.
/s/ KPMG LLP
Boston, Massachusetts
February 14, 2001
25
AMERICAN DENTAL PARTNERS, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
December 31,
------------
1999 2000
---- ----
ASSETS
Current assets:
Cash and cash equivalents........................... $ 2,325 $ 472
Accounts receivable................................. 261 222
Receivables due from affiliated dental groups....... 9,637 17,331
Income taxes receivable............................. 416 255
Inventories......................................... 1,491 1,764
Prepaid expenses and other receivables.............. 2,436 1,962
Deferred income taxes............................... 397 472
-------- --------
Total current assets............................. 16,963 22,478
-------- --------
Property and equipment, net........................... 23,006 27,840
-------- --------
Non-current assets:
Intangible assets, net.............................. 69,175 81,083
Deferred income taxes............................... 563 311
Other assets........................................ 293 871
-------- --------
Total non-current assets......................... 70,031 82,265
-------- --------
Total assets..................................... $110,000 $132,583
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable.................................... $ 7,154 $ 7,198
Accrued compensation, benefits and taxes............ 4,452 4,573
Accrued expenses.................................... 3,833 5,051
Current maturities of debt.......................... 1,502 1,593
-------- --------
Total current liabilities........................ 16,941 18,415
-------- --------
Non-current liabilities:
Long-term debt...................................... 40,249 55,330
Other liabilities................................... 581 352
-------- --------
Total non-current liabilities.................... 40,830 55,682
-------- --------
Total liabilities................................ 57,771 74,097
-------- --------
Stockholders' Equity:
Preferred stock..................................... - -
Common stock........................................ 75 76
Additional paid-in capital.......................... 46,584 46,959
Retained earnings................................... 8,526 14,695
Treasury stock...................................... (2,956) (3,244)
-------- --------
Total stockholders' equity....................... 52,229 58,486
-------- --------
Commitments and contingencies
Total liabilities and stockholders' equity....... $110,000 $132,583
======== ========
See accompanying notes to consolidated financial statements.
26
AMERICAN DENTAL PARTNERS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
Years Ended December 31,
------------------------
1998 1999 2000
---- ---- ----
Net revenue.................................... $84,090 $117,352 $143,644
------- -------- --------
Operating expenses:
Salaries and benefits........................ 43,190 57,417 68,135
Lab fees and dental supplies................. 10,796 15,866 21,078
Office occupancy............................. 7,635 11,321 14,784
Other operating expenses..................... 6,840 9,235 10,990
General corporate expenses................... 3,951 4,814 5,364
Depreciation................................. 2,495 3,642 4,708
Amortization of intangible assets............ 1,732 2,579 3,385
------- -------- --------
Total operating expenses.................. 76,639 104,874 128,444
------- -------- --------
Earnings from operations....................... 7,451 12,478 15,200
Interest expense, net........................ 1,085 1,877 4,378
------- -------- --------
Earnings before income taxes................... 6,366 10,601 10,822
Income taxes................................. 2,480 4,588 4,653
------- -------- --------
Net earnings................................. $ 3,886 $ 6,013 $ 6,169
======= ======== ========
Net earnings per common share:
Basic........................................ $ 0.59 $ 0.80 $ 0.87
Diluted...................................... $ 0.54 $ 0.78 $ 0.84
Weighted average common shares outstanding:
Basic........................................ 5,907 7,513 7,119
Diluted...................................... 6,867 7,745 7,320
See accompanying notes to consolidated financial statements.
27
AMERICAN DENTAL PARTNERS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1998, 1999 AND 2000
(in thousands)
Number of Shares
----------------
Common Common Additional Retained Treasury Total
Stock Stock In Common Paid-in Unearned Earnings Stock at Stockholders'
Issued Treasury Stock Capital Compensation (Deficit) Cost Equity
------ -------- ----- ------- ------------ -------- --- ------
Balance at December 31, 1997.......... 2,394 - $ 24 $ 2,307 $ (49) $(1,373) $ - $ 909
Issuance of common stock in
initial public offering, net...... 2,588 - 26 34,570 - - - 34,596
Issuance of common stock for
acquisitions and affiliations..... 54 - - 443 - - - 443
Amortization of unearned
compensation...................... - - - - 25 - - 25
Dividends on Series A convertible
preferred stock................... - - - (200) - - - (200)
Dividends on Series B redeemable
preferred stock................... - - - (195) - - - (195)
Conversion of Series A convertible
preferred stock to common stock... 2,400 - 24 8,817 - - - 8,841
Net earnings........................ - - - - - 3,886 - 3,886
----- -------- ----- ------- ------ ------- ------- --------
Balance at December 31, 1998.......... 7,436 - 74 45,742 (24) 2,513 - 48,305
Issuance of common stock for
acquisitions and affiliations..... 50 - 1 351 - - - 352
Issuance of common stock for
employee stock purchase plan...... 51 - - 491 - - - 491
Repurchase of common stock.......... - (430) - - - - (2,956) (2,956)
Amortization of unearned
compensation...................... - - - - 24 - - 24
Net earnings........................ - - - - - 6,013 - 6,013
----- -------- ----- ------- ------ ------- ------- --------
Balance at December 31, 1999.......... 7,537 (430) 75 46,584 - 8,526 (2,956) 52,229
Issuance of common stock for
employee stock purchase plan...... 64 - 1 375 - - - 376
Repurchase of common stock.......... - (40) - - - - (288) (288)
Net earnings........................ - - - - - 6,169 - 6,169
----- -------- ----- ------- ------ ------- ------- --------
Balance at December 31, 2000.......... 7,601 (470) $ 76 $46,959 $ - $14,695 $(3,244) $ 58,486
===== ======== ===== ======= ====== ======= ======= ========
See accompanying notes to consolidated financial statements.
28
AMERICAN DENTAL PARTNERS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Years Ended December 31,
------------------------
1998 1999 2000
---- ---- ----
Cash flows from operating activities:
Net earnings.................................................................. $ 3,886 $ 6,013 $ 6,169
Adjustments to reconcile net earnings to net cash provided by
operating activities:
Depreciation................................................................ 2,495 3,642 4,708
Amortization of intangible assets........................................... 1,732 2,579 3,385
Other amortization.......................................................... 106 106 156
Deferred income taxes....................................................... 1,466 857 620
Changes in assets and liabilities, net of acquisitions and affiliations:
Accounts receivable....................................................... 864 621 39
Receivables due from affiliated dental groups............................. (764) (4,103) (7,889)
Other current assets...................................................... (384) (1,590) 717
Accounts payable and accrued expenses..................................... (679) 2,277 2,026
Accrued compensation, benefits and taxes.................................. 118 151 115
Income taxes payable and receivable, net.................................. 670 (1,356) 161
-------- -------- --------
Net cash provided by operating activities............................. 9,510 9,197 10,207
-------- -------- --------
Cash flows from investing activities:
Acquisitions and affiliations, net of cash acquired........................... (18,290) (19,855) (14,912)
Capital expenditures, net..................................................... (5,074) (11,166) (9,395)
Contingent and deferred payments.............................................. - (794) (501)
Other......................................................................... (1,522) (2,522) (447)
-------- -------- --------
Net cash used for investing activities................................ (24,886) (34,337) (25,255)
-------- -------- --------
Cash flows from financing activities:
Borrowings under (repayments of) revolving line of credit, net................ (12,400) 29,197 15,560
Repayment of borrowings....................................................... (2,254) (1,673) (1,645)
Proceeds from issuance of common stock in initial public offering, net of
underwriting discounts and commissions...................................... 36,096 - -
Common stock issued for the employee stock purchase plan...................... - 491 376
Repurchase of common stock.................................................... - (2,956) (288)
Redemption of Series B redeemable preferred stock............................. (7,851) - -
Payment of initial public offering costs...................................... (943) - -
Payment of debt issuance costs................................................ (117) (14) (808)
-------- -------- --------
Net cash provided by financing activities............................. 12,531 25,045 13,195
-------- -------- --------
Decrease in cash and cash equivalents........................................... (2,845) (95) (1,853)
Cash and cash equivalents at beginning of year.................................. 5,265 2,420 2,325
-------- -------- --------
Cash and cash equivalents at end of year........................................ $ 2,420 $ 2,325 $ 472
======== ======== ========
Supplemental disclosure of cash flow information:
Cash paid during the year for interest, net................................... $ 898 $ 1,572 $ 3,996
======== ======== ========
Cash paid during the year for income taxes, net............................... $ 348 $ 5,087 $ 3,866
======== ======== ========
Supplemental disclosure of non-cash information:
Dividends accrued on Series A convertible preferred stock and Series B
redeemable preferred stock.................................................. $ 395 $ - $ -
======== ======== ========
Conversion of Series A convertible preferred stock to common stock............ $ 8,841 $ - $ -
======== ======== ========
Acquisitions and affiliations:
Assets acquired............................................................... $ 26,938 $ 27,630 $ 17,714
Liabilities assumed and issued................................................ (8,109) (7,256) (2,802)
Common stock issued........................................................... (443) (352) -
-------- -------- --------
Cash paid..................................................................... 18,386 20,022 14,912
Less cash aquired............................................................. (96) (167) -
-------- -------- --------
Net cash paid for aquisitions and affiliations........................ $ 18,290 $ 19,855 $ 14,912
-------- -------- --------
See accompanying notes to consolidated financial statements.
29
AMERICAN DENTAL PARTNERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 1998, 1999 and 2000
(1) Description of Business
American Dental Partners, Inc. (the ''Company'') was formed in December
1995 to provide business services to dental groups and commenced operations in
January 1996. The Company acquires substantially all the assets of the dental
practices with which it affiliates, except those required by law to be owned or
maintained by dentists (such as third party contracts, certain governmental
receivables and patient records), and enters into long-term service agreements
with these affiliated dental groups. The Company provides all services necessary
for the administration of the non-clinical aspects of the dental operations.
Services provided to the affiliated dental groups include sharing the best
practices of its affiliates and providing assistance with organizational
planning and development; recruiting, retention and training programs; quality
assurance initiatives; facilities development and management; employee benefits
administration; procurement; information systems; marketing and payor relations;
and financial planning, reporting and analysis. The Company operates in one
segment.
(2) Summary of Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements have been prepared on
the accrual basis of accounting. The Company does not own any interests in or
control the activities of the affiliated dental groups. Accordingly, the
consolidated financial statements of the affiliated dental groups are not
consolidated with those of the Company.
Certain reclassifications have been made to the consolidated financial
statements for the years ended December 31, 1998 and 1999 in order to conform
with the December 31, 2000 presentation.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiaries. All intercompany balances and transactions
have been eliminated in consolidation.
Use of Estimates
The preparation of these consolidated financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
revenue and expenses during the reporting period. Actual results could differ
from those estimates.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all
highly liquid instruments with an original maturity of three months or less to
be cash equivalents.
Fair Value of Financial Instruments
The Company believes the carrying amount of cash and cash equivalents,
accounts receivable, receivables due from affiliated dental groups, accounts
payable and accrued expenses approximate fair value because of the short-term
nature of these items. The carrying amount of long-term debt approximates fair
value because the interest rates approximate rates at which similar types of
borrowing arrangements could be obtained by the Company.
30
AMERICAN DENTAL PARTNERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
For the Years Ended December 31, 1998, 1999 and 2000
Net Revenue
The Company's net revenue represents primarily reimbursement of expenses
and fees charged to affiliated dental groups pursuant to the terms of the
service agreements. Under such agreements, the affiliated dental groups
reimburse the Company for expenses incurred on their behalf in connection with
the operation and administration of the dental facilities and pay fees to the
Company for its business services. The Company's service fee consists of either
(i) a variable monthly fee which is based upon a specified percentage, (ii) a
fixed monthly fee and an additional variable fee or (iii) a fixed monthly fee.
Additionally, the Company's net revenue includes amounts from dental benefit
providers related to the arrangement of the provision of care to patients. The
Company records all revenue as services are provided.
Inventories
Inventories consist primarily of dental supplies and are stated at the
lower of cost or market.
Property and Equipment
Property and equipment are stated at cost. Depreciation and amortization
are recorded using the straight-line method over the estimated useful lives of
the related assets which are 30-40 years for buildings, 3-12 years for equipment
and 5-7 years for furniture and fixtures.
Property and equipment under capital leases are stated at the present value
of minimum lease payments at inception of the lease. Equipment held under
capital leases and leasehold improvements are amortized over the shorter of the
lease term or estimated useful life of the asset. Amortization of assets subject
to capital leases is included in depreciation expense.
Intangible Assets
Identifiable intangible assets result from service agreements with the
affiliated dental groups and goodwill associated with the Company's acquisition.
The estimated fair value of the service agreements is the excess of the purchase
price over the estimated fair value of the tangible assets acquired and
liabilities assumed of dental practices. Intangible assets associated with
service agreements and goodwill are amortized on a straight-line basis over 15
to 25 years. In the event a service agreement is terminated, the related
affiliated dental group is generally required to purchase, at the Company's
option, the unamortized balance of intangible assets at the current book value,
as well as all related other assets associated with the affiliated dental group.
Accumulated amortization amounted to $2,405,000, $4,984,000 and $8,369,000 at
December 31, 1998, 1999 and 2000, respectively.
The Company reviews the carrying value of intangible assets on an entity by
entity basis to determine if facts and circumstances exist which would suggest
that the intangible assets may be impaired or that the amortization period needs
to be modified. Among the factors the Company considers in making the evaluation
are changes in the groups' market position, reputation, profitability and
geographical penetration. If conditions are present which indicate impairment is
probable, the Company prepares a projection of the undiscounted cash flows of
the specific practice and determine if the intangible assets are recoverable
based on these undiscounted cash flows. If impairment is indicated, then an
adjustment is made to reduce the carrying amount of the intangible assets to
their fair value based on discounted cash flows.
31
AMERICAN DENTAL PARTNERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
For the Years Ended December 31, 1998, 1999 and 2000
Income Taxes
Deferred income taxes are recognized for the tax consequences of temporary
differences by applying enacted statutory tax rates applicable to future years
to differences between the financial statement carrying amounts and the tax
basis of existing assets and liabilities. The effect on deferred taxes of
changes in the tax rate is recognized in operations in the period that includes
the enactment date.
Stock Option Plans
Statement of Financial Accounting Standards No. 123 ("SFAS 123"),
"Accounting for Stock-Based Compensation," allows companies to recognize expense
for the fair value of stock-based awards or to continue to apply the provisions
of APB Opinion No. 25, "Accounting for Stock Issued to Employees," and disclose
the effects of SFAS 123 as if the fair-value-based method defined in SFAS 123
had been applied. Under APB Opinion No. 25, compensation expense is recognized
only if on the measurement date the fair value of the underlying stock exceeds
the exercise price. The Company has elected to apply the provisions of APB
Opinion No. 25 and provide the pro forma disclosure provisions of SFAS 123.
Earnings Per Share
Earnings per share are computed based on Statement of Financial Accounting
Standards No. 128 ("SFAS 128"), "Earnings per Share." SFAS 128 requires
presentation of basic earnings per share ("Basic EPS") and diluted earnings per
share ("Diluted EPS") by all entities that have publicly traded common stock or
potential common stock (options, warrants, convertible securities or contingent
stock arrangements). Basic EPS is computed by dividing income available to
common stockholders by the weighted average number of common shares outstanding
during the period. Diluted EPS gives effect to all dilutive potential common
shares outstanding during the period. The computation of Diluted EPS does not
assume conversion, exercise or contingent exercise of securities that would have
an antidilutive effect on earnings.
32
AMERICAN DENTAL PARTNERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
For the Years Ended December 31, 1998, 1999 and 2000
(3) Accounts Receivable and Net Revenue
Accounts Receivable
Accounts receivable represent amounts due from dental benefit providers
related to the arrangement of the provision of care to patients.
Receivables Due From Affiliated Dental Groups
Receivables due from affiliated dental groups represent amounts due
pursuant to the terms of the service agreements as described below.
Adjusted Gross Revenue--Affiliated Dental Groups
The affiliated dental groups record revenue at established rates reduced by
contractual adjustments and allowances for doubtful accounts to arrive at
adjusted gross revenue. Contractual adjustments represent the difference between
gross billable charges at established rates and the portion of those charges
reimbursed pursuant to certain dental benefit plan provider contracts.
The Company does not consolidate the financial statements of its affiliated
dental groups with those of the Company. The adjusted gross revenue and amounts
retained by the affiliated dental groups are presented below for illustrative
purposes only (in thousands):
Years Ended December 31,
----------------------------------------------------------------------------
1998 1999 2000
------------------------- ----------------------- ----------------------
Park All Affiliated Park All Affiliated Park All Affiliated
Dental Groups Dental Groups Dental Groups
------ ------ ------ ------ ------ -----
Adjusted gross revenue-affiliated dental groups....... $45,142 $105,438 $52,393 $151,965 $61,352 $194,572
Amounts retained by affiliated dental groups.......... 10,728 30,022 12,416 44,565 14,936 62,020
------- -------- ------- -------- ------- --------
Net revenue earned by the Company under service
agreements.......................................... $34,414 $ 75,416 $39,977 $107,400 $46,416 $132,552
======= ======== ======= ======== ======= ========
Net Revenue
The Company's net revenue represents primarily reimbursement of expenses
and fees charged to affiliated dental groups pursuant to the terms of the
service agreements. Under such agreements, the affiliated dental groups
reimburse the Company for actual expenses incurred on their behalf in connection
with the operation and administration of the dental facilities and pay fees to
the Company for its business services. Under certain service agreements, the
Company's service fee consists of a variable monthly fee which is based upon a
specified percentage of the amount by which the PC's adjusted gross revenue
exceeds expenses incurred in connection with the operation and administration of
the dental facilities. Under certain service agreements, the Company's service
fees consist of a fixed monthly fee and an additional variable fee. To the
extent that there is operating income after payment of the fixed monthly fee,
reimbursement of expenses incurred in connection with the operation and
administration of the dental facilities and payment of provider expenses, an
additional variable fee is paid to the Company in the amount of such excess up
to budgeted operating income and 50% of such excess over budgeted operating
income. Under certain service agreements, the Company's service fee consists
entirely of a fixed monthly fee. The fixed monthly fees are determined by
agreement of the Company and the affiliated dental groups in a formal budgeting
process. Additionally, the Company's net revenue includes amounts from dental
benefit providers related to the arrangement of the provision of care to
patients.
33
AMERICAN DENTAL PARTNERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
For the Years Ended December 31, 1998, 1999 and 2000
For the years ended December 31, 1998, 1999 and 2000, net revenue consisted of
the following (in thousands):
1998 1999 2000
------- -------- --------
Reimbursement of expenses:
Rent expense................................................................... $ 5,590 $ 8,201 $ 10,601
Other operating expenses....................................................... 50,688 71,273 88,338
------- -------- --------
Total reimbursement of expenses............................................. 56,278 79,474 98,939
------- -------- --------
Service fees:
Monthly fee.................................................................... 17,306 26,335 30,460
Additional variable fee........................................................ 1,832 1,591 3,153
------- -------- --------
Total service fees.......................................................... 19,138 27,926 33,613
------- -------- --------
Net revenue earned by the Company under service agreements.................. 75,416 107,400 132,552
Revenue related to the arrangement of the provision of care to patients
and other...................................................................... 8,674 9,952 11,092
------- -------- --------
Total net revenue........................................................... $84,090 $117,352 $143,644
======= ======== ========
(4) Acquisitions and Affiliations
During the year ended December 31, 1999, the Company acquired substantially
all the assets of twelve dental practices and simultaneously entered into 40-
year service agreements with five of the affiliated dental groups (seven
practices joined existing affiliates). The aggregate purchase price paid in
connection with these transactions consisted of approximately $20.0 million in
cash, $2.5 million in subordinated promissory notes, $0.9 million in deferred
payments and 50,568 shares of Common Stock valued at approximately $0.4 million.
All transactions completed in 1999 are referred to as the "1999 Transactions."
During the year ended December 31, 2000, the Company acquired substantially
all the assets of nine dental practices and simultaneously entered into 40-year
service agreements with two of the affiliated dental groups (seven practices
joined existing affiliates). The aggregate purchase price paid in connection
with these transactions consisted of approximately $14.9 million in cash, $1.3
million in subordinated promissory notes and $0.5 million in deferred payments.
All transactions completed in 2000 are referred to as the "2000 Transactions."
34
AMERICAN DENTAL PARTNERS. INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
For the Years Ended December 31, 1998, 1999 and 2000
Date Affiliated Dental Practice Location(s)
---- -------------------------- -----------
February 1999................................. Dental Care of Alabama Birmingham and Tuscaloosa, AL
February 1999................................. CIGNA HealthCare of Arizona Phoenix, AZ
March 1999.................................... OK Dental Oklahoma City and Tulsa, OK
March 1999.................................... Kenneth W. Van Sickle, Jr., D.M.D. Mt. Pleasant, PA
March 1999.................................... Jack G. Stacker, D.D.S. Wausau, WI
June 1999..................................... Kevin M. Strezo, D.D.S. Homer City, PA
June 1999..................................... Hill Dental Group Columbia, MD
June 1999..................................... University Dental Associates Winston-Salem, NC
June 1999..................................... Karen L. Wedde, D.D.S. Waukesha, WI
July 1999..................................... Kenneth P. Dick, D.M.D. Johnstown, PA
July 1999..................................... Gary R. Christman, D.D.S. Humble and Kingwood, TX
September 1999................................ Dental Associates of Corona, Dental Corona, Moreno Valley and
Associates of Moreno Valley, Riverside, CA
Dental Associates of Riverside
and Riverside Dental Group
January 2000.................................. Western New York Dental Group Buffalo, NY
February 2000................................. Columbia Dental Associates Columbia, MD
February 2000................................. Robert E. Ford, D.M.D. Birmingham, AL
April 2000.................................... The Dental Center Gadsden, AL
June 2000..................................... Nathan Bell, D.D.S. Charlotte and Raleigh-Durham, NC
June 2000..................................... Ronald G. White, D.D.S. Riverside, CA
July 2000..................................... Ronald L. Moore, D.D.S. Corona, CA
September 2000................................ American Family Dentistry Knoxville, Memphis and Nashville, TN
November 2000................................. Carol E. Layton, D.M.D. Robinson Township, PA
The accompanying consolidated financial statements include the results of
operations under the service agreements from the date of acquisition. The excess
of the purchase price associated with all of the 1999 and 2000 Transactions over
the estimated fair value of net assets (liabilities) acquired and assumed has
been recorded as intangible assets which are summarized as follows (in
thousands):
1999 2000
------- -------
Total consideration paid........................................................................ $23,773 $16,741
Fair value of net tangible assets (liabilities) acquired and assumed............................ (829) 1,448
------- -------
Excess of consideration paid over the fair value of net tangible assets (liabilities)
acquired.................................................................................. $24,602 $15,293
======= =======
AMERICAN DENTAL PARTNERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
For the Years Ended December 31, 1998, 1999 and 2000
(5) Property and Equipment
Property and equipment consisted of the following at December 31 (in
thousands):
1999 2000
---- ----
Land, buildings and leasehold improvements......................... $ 17,122 $ 20,790
Equipment.......................................................... 14,213 18,727
Furniture and fixtures............................................. 4,889 5,839
-------- --------
Total property and equipment.................................... 36,224 45,356
Less accumulated depreciation...................................... (13,218) (17,516)
-------- --------
Property and equipment, net..................................... $ 23,006 $ 27,840
======== ========
Operating Leases
The Company is obligated under non-cancelable operating leases for premises
and equipment expiring in various years through the year 2012. Rent expense for
the years ended December 31, 1998, 1999 and 2000 amounted to $6,248,000,
$8,998,000 and $11,418,000 respectively, of which $5,590,000, $8,201,000 and
$10,601,000 were reimbursed under service agreements. The Company has several
leases with stockholders that were assumed in connection with its affiliation
transactions. Such amounts are generally reimbursed pursuant to the terms of the
service agreements.
Minimum future rental payments under non-cancelable operating leases and
amounts to be reimbursed under service agreements as of December 31, 2000 are as
follows (in thousands):
Amount to be
Reimbursed
Under Service Net
Total Amount Due Agreements Amount
---------------- ---------- ------
2001........................................................... $ 9,984 $ 9,211 $ 773
2002........................................................... 9,029 8,455 574
2003........................................................... 7,954 7,608 346
2004........................................................... 6,633 6,501 132
2005........................................................... 5,915 5,864 51
Thereafter..................................................... 22,863 22,863 -
------- ------- ------
Total minimum lease payments........................... $62,378 $60,502 $1,876
======= ======= ======
36
AMERICAN DENTAL PARTNERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
For the Years Ended December 31, 1998, 1999 and 2000
(6) Income Taxes
Income tax expense for the years ended December 31 consists of the
following (in thousands):
1998 1999 2000
---- ---- ----
Current:
Federal......................................................... $ 704 $3,018 $3,347
State........................................................... 310 713 686
------ ------ ------
1,014 3,731 4,033
------ ------ ------
Deferred:
Federal......................................................... 1,249 643 500
State........................................................... 217 214 120
------ ------ ------
1,466 857 620
------ ------ ------
Total income taxes............................................ $2,480 $4,588 $4,653
====== ====== ======
The tax effects of temporary differences that give rise to significant
portions of deferred tax assets and deferred tax liabilities as of December 31
are as follows (in thousands):
1999 2000
---- ----
Deferred tax assets:
Operating loss and other carryforwards......................................... $ 44 $ 32
Property and equipment......................................................... 620 766
Organization and start-up costs................................................ 633 484
Accrued expenses and other liabilities......................................... 801 1,038
------- -------
Total deferred tax assets................................................... 2,098 2,320
------- -------
Deferred tax liabilities:
Intangibles.................................................................... (884) (1,458)
Other.......................................................................... (254) (79)
------- -------
Total deferred tax liabilities.............................................. (1,138) (1,537)
------- -------
Net deferred tax assets .................................................... $ 960 $ 783
======= =======
The net deferred tax assets consisted of the following at December 31 (in
thousands):
1999 2000
------------------------ ------------------------
Federal State Total Federal State Total
------- ----- ----- ------- ----- -----
Deferred tax assets:
Current.................................. $ 313 $ 84 $ 397 $ 373 $ 99 $ 472
Non-current.............................. 1,274 427 1,701 1,402 446 1,848
------ ----- ------- ------- ----- -------
Total deferred tax assets............. 1,587 511 2,098 1,775 545 2,320
------ ----- ------- ------- ----- -------
Deferred tax liabilities:
Current.................................. - - - - - -
Non-current.............................. (928) (210) (1,138) (1,256) (281) (1,537)
------ ----- ------- ------- ----- -------
Total deferred tax liabilities....... (928) (210) (1,138) (1,256) (281) (1,537)
------ ----- ------- ------- ----- -------
Net deferred tax assets.............. $ 659 $ 301 $ 960 $ 519 $ 264 $ 783
====== ===== ======= ======= ===== =======
In 1996, a valuation allowance for deferred tax assets of $3,062,000 was
established because, based on the limited operating history of the Company and
other available evidence at the time, it was considered more likely than not
that the deferred tax assets would not be realized. In 1997, the valuation
allowance was reduced by $608,000 to $2,454,000. In 1998, the valuation
allowance was reversed due to the Company's taxable earnings and management's
assessment that it was more likely than not that the remaining deferred tax
assets would be realized through future taxable earnings. The reversal of the
valuation allowance attributable to acquired deferred tax assets reduced
intangible assets by $2,083,000. The remaining reversal of the valuation
allowance provided a tax benefit of $371,000 in the Company's consolidated
statement of operations for the year ended December 31, 1998.
37
AMERICAN DENTAL PARTNERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
For the Years Ended December 31, 1998, 1999 and 2000
At December 31, 1999 and 2000, the Company had net operating loss
carryforwards for state income tax purposes of approximately $1,056,000 and
$414,000, respectively. The 2000 carryforwards will expire as follows: $12,000
in 2004, $68,000 in 2015, $196,000 in 2019, and $138,000 in 2020.
The following table reconciles the Federal statutory income tax rate to the
Company's effective income tax rate for the years ended December 31:
1998 1999 2000
---- ---- ----
Income taxes at Federal statutory rate............................. 34.0% 35.0% 35.0%
Differential due to graduated rate................................. - (0.8) (0.8)
State taxes, net of Federal benefit................................ 5.5 5.7 4.5
Valuation allowance and other changes.............................. (5.0) - 0.4
Intangibles........................................................ 3.9 2.7 2.9
Other permanent differences........................................ 0.6 0.7 1.0
---- ---- ----
Effective income tax rate..................................... 39.0% 43.3% 43.0%
==== ==== ====
(7) Debt
Long-term debt and capital lease obligations consist of the following at
December 31 (in thousands):
1999 2000
------- -------
Revolving line of credit advances, collateralized by substantially all assets of the
Company, LIBOR-based and prime interest rates ranging from approximately 9.2%
to 10.5%.................................................................................. $33,497 $49,057
Mortgages payable, secured, interest rates ranging from 8.6% to 10.1% payable in
installments through 2015................................................................. 586 343
Note payable, unsecured, interest rate of 8.5% payable in installments, maturing
in 2004................................................................................... 35 29
Subordinated notes payable to stockholders and former owners, bearing interest
at 7%, maturing through 2007.............................................................. 7,518 7,419
Capital lease obligations.................................................................. 115 75
------- -------
Total long-term debt and capital lease obligations........................................ 41,751 56,923
Less current maturities................................................................... 1,502 1,593
------- -------
Long-term debt and capital lease obligations, excluding current maturities................ $40,249 $55,330
======= =======
Annual maturities of long-term debt and future minimum lease payments under
capital leases as of December 31, 2000 are as follows (in thousands):
Long-term Capital
Debt Leases
---- ------
2001.............................................................................. $ 1,549 $50
2002.............................................................................. 1,570 31
2003.............................................................................. 1,592 -
2004.............................................................................. 50,286 -
2005.............................................................................. 881 -
Thereafter........................................................................ 970 -
------- ---
Total payments............................................................... $56,848 81
=======
Less amounts representing interest................................................ 6
---
Total obligations under capital leases....................................... $75
===
38
AMERICAN DENTAL PARTNERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
For the Years Ended December 31, 1998, 1999 and 2000
Revolving Line of Credit
The Company has a $75 million line of credit. The credit facility is being
used for general corporate purposes including affiliations and capital
expenditures. Borrowings under this line of credit bear interest at either prime
or LIBOR plus a margin, at the Company's option. The margins are based upon the
Company's debt coverage ratio and range from 0.00% to 0.75% for prime borrowings
and 1.75% to 2.75% for LIBOR borrowings. In addition, the Company pays a
commitment fee which ranges from 0.25% to 0.375% of the average daily balance of
the unused line. Borrowings are limited to an availability formula based on
adjusted EBITDA. The credit facility is secured by a first lien on substantially
all of the Company's assets, including a pledge of the stock of the Company's
subsidiaries. The Company is also required to comply with certain financial and
other covenants. The line of credit matures in July 2004.
(8) Related Party Transactions
The Company acquired PDHC, Ltd. ("Park") and Smileage Dental Care, Inc.
("Smileage") in 1996 and Innovative Practice Concepts, Inc. ("IPC") in 1998. As
part of the consideration paid pursuant to these acquisitions, the Company
issued subordinated promissory notes to the former stockholders of Park,
Smileage and IPC in the aggregate principal amount of $2,247,500. Certain
former stockholders of Park, Smileage and IPC are current stockholders, director
and officers of the Company. The aggregate principal balance outstanding to
these stockholders, director and officers of the Company as of December 31, 1999
and 2000 was $474,000 and $379,000, respectively. These notes bear interest at
7% and mature through 2005.
In connection with the Park, Smileage and IPC transactions, the Company
entered into service agreements with three affiliated dental groups owned in
part by these certain stockholders, director and officers of the Company. These
service agreements are on substantially the same terms and conditions as all of
the Company's other service agreements. The aggregate net revenue earned by
subsidiaries of the Company under the service agreements with these dental
groups in 1998, 1999 and 2000 were $49,151,000, $62,434,000 and $68,562,000,
respectively, of which $37,558,000, $48,040,000 and $53,229,000 were
reimbursements for expenses incurred in connection with the operation and
administration of the related dental facilities.
(9) Stockholders' Equity
Preferred Stock
The Company is authorized to issue up to 1,000,000 shares of Preferred
Stock, $0.01 par value. At the closing of the initial public offering, 400,000
shares of Series A Convertible Preferred Stock (which were converted into
2,399,995 shares of Common Stock) and 70,000 shares of Series B Redeemable
Preferred Stock (which were redeemed for cash) were restored to the status of
undesignated preferred stock available for issuance.
Preferred Stock may be issued in one or more series as determined by the
Board of Directors without further stockholder approval, and the Board of
Directors is authorized to fix and determine the terms, limitations and relative
rights and preferences of such Preferred Stock, and to fix and determine the
variations among series of Preferred Stock. Any new Preferred Stock issued
would have priority over the Common Stock with respect to dividends and other
distributions, including the distribution of assets upon liquidation and
dissolution. Such Preferred Stock may be subject to repurchase or redemption by
the Company. The Board of Directors, without stockholder approval, could issue
Preferred Stock with voting and conversion rights that could adversely affect
the voting power of the holders of Common Stock and the issuance of which, could
be used by the Board of Directors in defense of a hostile takeover of the
Company. As of December 31, 1999 and 2000, there were no shares of Preferred
Stock issued or outstanding.
39
AMERICAN DENTAL PARTNERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
For the Years Ended December 31, 1998, 1999 and 2000
Common Stock
The Company is authorized to issue up to 25,000,000 shares of Common Stock,
$0.01 par value, of which 7,537,311 shares were issued and 7,107,311 shares were
outstanding at December 31, 1999; 7,600,532 shares were issued and 7,130,532
shares were outstanding at December 31, 2000. In January 1996, the Company sold
300,000 shares of its Common Stock, which were subject to certain restrictions,
for $500. In connection with this transaction, the Company has recorded
compensation expense ratably as the restrictions have lapsed. Compensation
expense amounted to $24,888 and $24,228 for the years ended December 31, 1998
and 1999, respectively.
Initial Public Offering
During the second quarter of 1998, the Company sold 2,587,500 shares of
Common Stock in an initial public offering ("IPO") at $15.00 per share. Net
proceeds to the Company after deducting underwriting discounts and commissions
and offering expenses totaled approximately $34,596,000.
Shelf Registration Statement
The Company has a Shelf Registration Statement on file with the Securities
and Exchange Commission covering a total of 750,000 shares of Common Stock to be
issued in connection with future dental practice affiliations. As of December
31, 2000, 679,878 shares remain available for issuance under this Shelf
Registration Statement.
Treasury Stock
On December 16, 1999, the Board of Directors authorized the Company to
repurchase up to $5,000,000 of its Common Stock in the open market. Under this
plan, the Company has repurchases 470,000 shares of its Common Stock through
December 31, 2000 at a cost of $3,244,000.
Dividend Restriction
The Company has not paid any cash dividends on its Common Stock and does
not plan to pay any cash dividends on its Common Stock in the foreseeable
future. Additionally, the terms of the Company's revolving credit facility
prohibit it from paying dividends or making other payments with respect to its
Common Stock without the lenders' consent.
(10) Stock Compensation Plans
1999 Restricted Stock Plan
The Company's 1999 Restricted Stock Plan (the "Restricted Stock Plan")
provides for the grant of restricted shares of the Company's Common Stock at a
price equal to the par value of such shares ($.01 per share). Restricted shares
may be issued to key employees of the Company and shall be subject to such
restrictions as the Board of Directors determines, including, but not limited
to, time and performance restrictions. The maximum number of restricted shares
which may be issued under the Restricted Stock Plan is 25,000, and as of
December 31, 2000, there were no shares issued or outstanding under this Plan.
1996 Stock Option Plan
The Company's 1996 Stock Option Plan, as amended (the "1996 Plan"),
provides for the grant of stock options to key employees. The 1996 Plan permits
the granting of options that qualify as incentive stock options and non-
qualified options. The exercise price of such options is no less than the fair
market value of the Common Stock at the time of grant. Options granted pursuant
to the 1996 Plan expire ten years after the date of grant. At December 31, 2000,
options for a total of 1,273,246 shares were reserved for issuance and options
for 1,094,864 shares were outstanding under this Plan.
40
AMERICAN DENTAL PARTNERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
For the Years Ended December 31, 1998, 1999 and 2000
1996 Time Accelerated Restricted Stock Option Plan
The Company's 1996 Time Accelerated Restricted Stock Option Plan, as
amended ("TARSOP Plan"), provides for the grant of stock options to key
employees. Only non-qualified options may be granted pursuant to the TARSOP
Plan. The exercise price of such options is no less than the fair market value
of the Common Stock at the time of grant. These options vest at the end of the
ninth year, but are subject to accelerated vesting based on achievement of
certain performance measures. At December 31, 2000, options for a total of
360,360 shares were reserved for issuance and options for 343,740 shares were
outstanding under this Plan. All outstanding options to purchase such shares
became exercisable at the completion of the IPO.
1996 Affiliate Stock Option Plan
The Company's 1996 Affiliate Stock Option Plan, as amended (the "Affiliate
Plan"), provides for the grant of stock options to certain persons associated
with the affiliated dental groups. Only non-qualified options may be granted
pursuant to the Affiliate Plan. The exercise price of such options is no less
than the fair market value of the Common Stock at the time of grant. Options
granted pursuant to the Affiliate Plan expire ten years after the date of grant.
At December 31, 2000, options for a total of 110,000 shares were reserved for
issuance and options for 80,406 shares were outstanding under this Plan.
1996 Directors Stock Option Plan
The Company's 1996 Directors Stock Option Plan, as amended (the "Directors
Plan"), provides for the granting of options to outside directors. Only non-
qualified options may be granted pursuant to the Directors Plan. The exercise
price of such options is no less than the fair market value of the Common Stock
at the time of grant. Options granted pursuant to the Directors Plan expire ten
years after the date of grant. At December 31, 2000, options for a total of
85,000 shares were reserved for issuance and options for 59,300 shares were
outstanding under this Plan.
1997 Employee Stock Purchase Plan
The 1997 Employee Stock Purchase Plan, as amended (the "Employee Stock
Purchase Plan" or "ESPP"), enables eligible employees to purchase shares of
Common Stock at a discount on a periodic basis through payroll deductions and is
intended to meet the requirements of Section 423 of the Internal Revenue Code.
Purchases occur at the end of option periods, each of six months' duration,
except that the first such option period began concurrent with the completion of
the IPO and ended on December 31, 1998. The purchase price of Common Stock
under the Employee Stock Purchase Plan is 85% of the lesser of the value of the
Common Stock at the beginning or the end of the option period. Prior to each
option period, participants may elect to have from 2% to 10% of their pay
withheld and applied to the purchase of shares at the end of the option period.
The Employee Stock Purchase Plan imposes a maximum of $10,000 on the amount that
may be withheld from any participant in any option period. A total of 400,000
shares of Common Stock has been reserved for issuance under the Employee Stock
Purchase Plan, of which 113,898 shares have been issued through 2000 and 24,729
shares were committed for issuance as of December 31, 2000.
Stock Option Activity
A summary of stock option activity under all the Company's stock option
plans for the years ended December 31, 1998, 1999 and 2000 follows:
1998 1999 2000
------------------------ ------------------------- -------------------------
Weighted Weighted Weighted
Avg. Exercise Avg. Exercise Avg. Exercise
Options Price Options Price Options Price
------- ----- ------- ----- ------- -----
Outstanding at beginning of year 1,118,166 $ 8.69 1,205,978 $ 8.92 1,345,148 $8.66
Granted 101,518 12.01 177,515 7.36 432,420 7.03
Cancelled (13,706) 13.42 (38,345) 10.91 (199,258) 9.99
--------- ------ --------- ------ --------- -----
Outstanding at end of year 1,205,978 $ 8.92 1,345,148 $ 8.66 1,578,310 $8.04
========= ====== ========= ====== ========= =====
Exercisable at end of year 638,573 $ 5.77 813,014 $ 7.12 967,939 $7.84
========= ====== ========= ====== ========= =====
41
AMERICAN DENTAL PARTNERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
For the Years Ended December 31, 1998, 1999 and 2000
The following table summarizes information about stock options outstanding at
December 31, 2000:
Options Outstanding Options Exercisable
------------------------------------------- -------------------------------
Weighted
Average Weighted
Remaining Average
Range of Number Contractual Life Exercise Number Weighted Average
Exercise Prices Outstanding (in years) Price Exercisable Exercise Price
- --------------- ----------- ---------- ----- ----------- --------------
$0.33 352,770 4.3 $ 0.33 352,770 $ 0.33
$6.44 - $ 7.13 391,840 9.5 $ 7.03 25 $ 7.00
$7.25 - $13.00 393,267 6.7 $ 9.11 257,874 $ 9.33
$14.17 440,433 6.5 $14.17 357,270 $14.17
--------- --- ------ -------- ------
1,578,310 6.8 $ 8.04 $967,939 $ 7.84
========= === ====== ======== ======
Accounting for Stock Compensation Plans
The Company accounts for stock compensation plans in accordance with APB
No. 25. Accordingly, no compensation expense has been recognized in the
financial statements for stock compensation plans. Pro forma information
regarding net earnings and earnings per share is required by SFAS No. 123 and
has been determined as if the Company had accounted for its stock compensation
plans under the fair value method. The fair value for these options and purchase
rights granted was estimated at the date of grant using the Black-Scholes option
pricing model with the following weighted average assumptions for the years
ended December 31:
1998 1999 2000
-------------------- -------------------- --------------------
Stock Options ESPP Stock Options ESPP Stock Options ESPP
------------- ---- ------------- ---- ------------- ----
Risk-free interest rate.................................. 5.0% 5.6% 5.3% 4.9% 6.2% 6.2%
Expected dividend yield.................................. 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Expected volatility...................................... 56% 56% 53% 63% 64% 67%
Expected life (years).................................... 4.0 0.71 4.0 0.5 4.0 0.5
Weighted average fair value of options/purchase rights
granted during the year.............................. $3.02 $4.82 $3.45 $3.48 $3.81 $2.24
The Black-Scholes option valuation model was developed for use in
estimating the fair value of traded options which have no vesting restrictions
and are fully transferable. In addition, option valuation models require the
input of highly subjective assumptions, including the expected stock price
volatility. Because the Company's stock options and purchase rights have
characteristics significantly different from those of traded options and changes
in the subjective input assumptions can materially affect the fair value
estimate, in management's opinion, the existing models do not necessarily
provide a reliable single measure of the fair value of its stock options and
purchase rights.
For purposes of pro forma disclosures, the estimated fair value of the
options and purchase rights is amortized to expense over the options' vesting
period and the purchase rights' option period. The Company's pro forma net
earnings and earnings per share are as follows (in thousands, except per share
amounts) for the years ended December 31:
1998 1999 2000
---- ---- ----
Net earnings, as reported...................... $3,886 $6,013 $6,169
Net earnings, pro forma........................ $3,768 $5,803 $5,860
Diluted earnings per share, as reported........ $ 0.54 $ 0.78 $ 0.84
Diluted earnings per share, pro forma.......... $ 0.52 $ 0.75 $ 0.80
42
AMERICAN DENTAL PARTNERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
For the Years Ended December 31, 1998, 1999 and 2000
(11) Employee Retirement Benefit Plans
The Company has a Savings and Retirement Plan (401(k) Plan), adopted
October 1, 1996, which is the Company's principal defined contribution
retirement plan, which provides for a match of up to 50% of the first 6% of an
employee's eligible compensation. Additionally, at December 31, 2000, the
Company had eight other defined contribution retirement plans which were
acquired in connection with affiliation transactions. Total plan expense for the
years ended December 31, 1998, 1999 and 2000 was $423,000, $682,000 and
$880,000, respectively.
(12) Earnings Per Share
The following table provides a reconciliation of the numerators and
denominators of the basic and diluted earnings per share computations for the
years ended December 31 (in thousands, except per share amounts):
1998 1999 2000
---- ---- ----
Basic Earnings Per Share:
Net earnings........................................................... $3,886 $6,013 $6,169
Less: Dividends on Series A Convertible Preferred Stock............... (200) - -
Dividends on Series B Redeemable Preferred Stock................ (195) - -
------ ------ ------
Net earnings available to common stockholders.......................... $3,491 $6,013 $6,169
====== ====== ======
Weighted average common shares outstanding............................. 5,907 7,513 7,119
====== ====== ======
Net earnings per share................................................. $ 0.59 $ 0.80 $ 0.87
====== ====== ======
Diluted Earnings Per Share:
Net earnings........................................................... $3,886 $6,013 $6,169
Less: Dividends on Series A Convertible Preferred Stock /(1)/......... - - -
Dividends on Series B Redeemable Preferred Stock................ (195) - -
------ ------ ------
Net earnings available to common stockholders.......................... $3,691 $6,013 $6,169
====== ====== ======
Weighted average common shares outstanding............................. 5,907 7,513 7,119
Add: Dilutive effect of options /(2)/................................. 237 232 201
Assumed conversion of Series A Convertible
Preferred Stock /(1)/........................................... 723 - -
------ ------ ------
Weighted average common shares as adjusted............................. 6,867 7,745 7,320
====== ====== ======
Net earnings per share................................................. $ 0.54 $ 0.78 $ 0.84
====== ====== ======
_____________________________
(1) In connection with the IPO, all 400,000 shares of Series A Convertible
Preferred Stock were converted into 2,399,995 shares of Common Stock on
April 21, 1998. The Diluted EPS calculation for the year ended December 31,
1998 assumes conversion of the Series A Convertible Preferred Stock to
Common Stock as of January 1, 1998.
(2) In 2000, 943,978 options wre excluded from the computation of diluted
earnings per share due to their antidilutive effect.
43
AMERICAN DENTAL PARTNERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
For the Years Ended December 31, 1998, 1999 and 2000
(13) Selected Quarterly Operating Results (unaudited)
The following table sets forth summary quarterly results of operations for
the Company for the years ended December 31, 1999 and 2000 (in thousands, except
per share amounts):
First Second Third Fourth
Quarter Quarter Quarter Quarter
------- ------- ------- -------
1999
- ----
Net revenue........................................ $26,234 $28,139 $30,512 $32,467
Operating expenses................................. 23,537 25,137 27,321 28,879
Earnings from operations........................... 2,697 3,002 3,191 3,588
Earnings before income taxes....................... 2,413 2,607 2,685 2,896
Income taxes....................................... 1,059 1,143 1,127 1,259
Net earnings....................................... $ 1,354 $ 1,464 $ 1,558 $ 1,637
Net earnings per share:
Basic............................................ $ 0.18 $ 0.19 $ 0.21 $ 0.22
Diluted.......................................... $ 0.18 $ 0.19 $ 0.20 $ 0.21
Weighted average common shares outstanding:
Basic............................................ 7,471 7,517 7,535 7,528
Diluted.......................................... 7,669 7,752 7,797 7,746
2000
- ----
Net revenue........................................ $34,130 $35,227 $36,901 $37,386
Operating expenses................................. 30,700 31,341 32,966 33,437
Earnings from operations........................... 3,430 3,886 3,935 3,949
Earnings before income taxes....................... 2,584 2,936 2,690 2,612
Income taxes....................................... 1,116 1,277 1,166 1,094
Net earnings....................................... $ 1,468 $ 1,659 $ 1,524 $ 1,518
Net earnings per share:
Basic............................................ $ 0.21 $ 0.23 $ 0.21 $ 0.21
Diluted.......................................... $ 0.20 $ 0.23 $ 0.21 $ 0.21
Weighted average common shares outstanding:
Basic............................................ 7,125 7,099 7,122 7,131
Diluted.......................................... 7,325 7,307 7,325 7,325
(14) Subsequent Event
In January 2001, three of the Company's affiliated dental groups, Park
Dental, Associated Dental Care Providers and University Dental Associates,
received notices of contract termination from Cigna Dental and Associated Dental
Care Providers received notice of contract termination from Protective Life
Corporation. The four contracts represented approximately $24.1 million of
affiliate adjusted gross revenue in 2000. The effective dates of termination for
these four contracts are (i) July 31, 2001 for Park Dental, (ii) March 31, 2001
for University Dental Associates and (iii) March 31, 2001 (Cigna Dental) and
April 8, 2001 (Protective Life) for Associated Dental Care Providers. These
affiliates subsequently received proposed terms for new provider contracts from
Cigna Dental. The affiliates found the proposed terms unacceptable, and the
Company is working with them in evaluating their options in light of the
termination notices. In evaluating options, the Company and its affiliates
believe that the financial impact of not continuing as a provider with both
dental benefit plan providers, while difficult to ascertain precisely, would be
less severe than accepting the proposed provider relationships. While the exact
outcome cannot be determined at this time, the Company believes the disruption
being caused by the termination notices may impact net earnings for the first
and second quarters of 2001.
44
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information relating to the executive officers of the Company is included
under the caption "Executive Officers of the Registrant" in Part I of this
Report.
The information set forth under the captions "Elections of Directors" and
"Compliance with Section 16(a) of the Exchange Act" in the American Dental
Partners, Inc. Proxy Statement to be filed with the Commission in connection
with the 2001 Annual Meeting of Stockholders (the "Proxy Statement") is
incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
Compensation of Executive Officers
The information set forth under the caption "Executive Compensation" in the
Proxy Statement, except for the Report of the Compensation Committee and the
Performance Graph, is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information set forth under the caption "Security Ownership of Certain
Beneficial Owners and Management" in the Proxy Statement is incorporated herein
by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information set forth under the caption "Certain Transactions" and the
information set forth under the caption "Compensation Committee Interlocks and
Insider Participation" in the Proxy Statement are incorporated herein by
reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
The following documents are filed as part of this report:
(a)(1) Consolidated Financial Statements (See Item 8)
(a)(2) Financial Statement Schedules
All schedules are omitted as the required information is not
applicable or is included in the consolidated financial statements or
related notes.
(a)(3) Exhibits
The exhibits which are filed with this Form 10-K or which are
incorporated herein by reference are set forth in the Exhibit Index
which appears in this report beginning at page 47.
(b) Reports on Form 8-K
No Current Reports on Form 8-K were filed during the three-month
period ended December 31, 2000.
45
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, in the Town of
Wakefield, Commonwealth of Massachusetts, on the 16/th/ day of March, 2001.
American Dental Partners, Inc.
By: /s/ Gregory A. Serrao
-----------------------------------------------
Gregory A. Serrao
Chairman, President and Chief Executive Officer
Pursuant to the requirement of the Securities Act of 1934, this report has
been signed below by the following persons on behalf of the Registrant and in
the capacities and on the dates indicated.
Signature Capacity In Which Signed Date
--------- ------------------------ ----
/s/ Gregory A. Serrao Chairman, President and Chief March 16, 2001
---------------------
Gregory A. Serrao Executive Officer and Director
(principal executive officer)
/s/ Breht T. Feigh Vice President - Chief Financial Officer March 16, 2001
-------------------
Breht T. Feigh and Treasurer (principal financial
officer)
/s/ Kevin M. Eichner Vice President - Controller (principal March 16, 2001
---------------------
Kevin M. Eichner accounting officer)
/s/ Dr. Gregory T. Swenson Director March 16, 2001
---------------------------
Dr. Gregory T. Swenson
/s/ Martin J. Mannion Director March 16, 2001
----------------------
Martin J. Mannion
/s/ James T. Kelly Director March 16, 2001
------------------
James T. Kelly
/s/ Derril W. Reeves Director March 16, 2001
---------------------
Derril W. Reeves
46
EXHIBIT INDEX
Exhibit
Number Exhibit Description
- ------- --------------------
+3(a) Second Amended and Restated Certificate of Incorporation of American
Dental Partners, Inc.
+3(b) Amended and Restated By-laws of American Dental Partners, Inc.
+4(a) Form of Stock Certificate.
**4(b) Form of Subordinated Promissory Note and Form of Subordination
Agreement.
+10(a) Registration Rights Agreement dated January 8, 1996, among American
Dental Partners, Inc., Summit Venture IV, L.P., Summit Investors III,
L.P., Gregory A. Serrao, and others, as amended by Amendment to
Registration Rights Agreement dated November 1, 1996.
@.10(b) American Dental Partners, Inc. Amended and Restated 1996 Stock Option
Plan, as amended by Amendments No. 1, No. 2, No. 3 and No. 4.
+.10(c) American Dental Partners, Inc. 1996 Time Accelerated Stock Option Plan,
as amended by Amendment No. 1.
@.10(d) American Dental Partners, Inc. Amended and Restated 1996 Affiliate
Stock Option Plan, as amended by Amendments No.1, No. 2 and No. 3.
@.10(e) American Dental Partners, Inc. Amended and Restated 1996 Directors
Stock Option Plan, as amended by Amendments No. 1, No. 2, No. 3 and No.
4.
*.10(f) American Dental Partners, Inc. 1999 Restricted Stock Plan.
*.10(g) Amended and Restated Employment and Non-Competition Agreement dated
January 2, 2001, between American Dental Partners, Inc. and Gregory A.
Serrao.
.10(h) Employment and Noncompetition Agreement dated October 21, 1998, between
American Dental Partners, Inc. and Lee S. Feldman.
+.10(i) Employment and Noncompetition Agreement dated November 12, 1996,
between PDHC, Ltd. and Gregory T. Swenson, D.D.S.
+10(j) Registration Rights Agreement dated November 11, 1996, among American
Dental Partners, Inc. and certain of its stockholders (the former
stockholders of PDHC, Ltd.).
+10(k) Registration Rights Agreement dated December 13, 1996, between American
Dental Partners, Inc. and Les L. Crane, D.D.S.
+10(l) Registration Rights Agreement dated December 23, 1996, among American
Dental Partners, Inc. and certain of its stockholders (the former
stockholders of Northpark Dental Group, Inc.).
+10(m) Registration Rights Agreement dated March 31, 1997, between American
Dental Partners, Inc. and Lakeside Dental Group.
+10(n) Registration Rights Agreement dated May 22, 1997, between American
Dental Partners, Inc. and Abel J. Soster, DMD.
10(o) Amended and Restated Service Agreement dated January 1, 1999, between
PDHC, Ltd. and PDG, P.A.
10(p) Amended and Restated Service Agreement dated January 1, 1999, between
Northpark Dental Group, Inc. and Wisconsin Dental Group, S.C.
++10(q) Second Amended and Restated Revolving Credit Agreement dated July 31,
2000, among American Dental Partners, Inc., the Lenders Party Thereto
and Fleet National Bank as Agent and Sovereign Bank as Documentation
Agent.
+10(r) Registration Rights Agreement dated July 1, 1997, among American Dental
Partners, Inc. and John M. Werwie, D.D.S., James F. Ruzicka, D.D.S.,
and Jon J. Pagenkopf, D.D.S.
+10(s) Registration Rights Agreement dated October 1, 1997, among American
Dental Partners, Inc. and Karl H. Biewald, D.D.S., J.E. Cutliffe,
D.D.S., Timothy J. Montgomery, D.D.S., Curtis R. Dunn, D.D.S., and
Christopher S. Hipp, D.D.S.
47
Exhibit
Number Exhibit Description
- ------- -------------------
+10(t) Registration Rights Agreement dated October 1, 1997, among American
Dental Partners, Inc. and Karl H. Biewald, D.D.S. and Terri M. Lawler.
.10(u) Employment and Noncompetition Agreement dated January 1, 1999, between
American Dental Partners, Inc. and Joseph V. Errante, D.D.S.
*21 Subsidiaries of American Dental Partners, Inc.
*23 Consent of KPMG LLP.
_____________
* Filed herewith.
** Previously filed as an exhibit to the Company's Registration Statement on
Form S-4 (Registration No. 333-56941) and incorporated herein by reference.
+ Previously filed as an exhibit to the Company's Registration Statement on
Form S-1 (Registration No. 333-39981) and incorporated herein by reference.
Previously filed as an exhibit to the Company's Annual Report on Form 10-K
filed with the Securities and Exchange Commission on March 9, 1999 and
incorporated herein by reference.
x Previously filed as Exhibit 10(b) to the Company's Quarterly Report on Form
10-Q filed with the Securities and Exchange Commission on November 10, 1999
and incorporated herein by reference.
. Management contracts or compensatory plans or arrangements.
@ Previously filed as an Exhibit to the Company's Annual Report on Form 10-K
filed with the Securities and Exchange Commission on March 16, 2000 and
incorporated herein by reference.
++ Previously filed as Exhibit 10(q) to the Company's Quarterly Report on Form
10-Q filed with the Securities and Exchange Commission on August 9, 2000
and incorporated herein by reference.
48