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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED: JUNE 30, 2001
COMMISSION FILE NUMBER: 0-26625
NOVAMED EYECARE, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-4116193
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
980 North Michigan Avenue, Suite 1620, Chicago, Illinois 60611
(Address of principal executive offices)
Registrant's telephone, including area code: (312) 664-4100
___________________
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 and Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [_]
As of July 25, 2001, there were outstanding 24,803,464 shares of the
registrant's common stock, par value $.01 per share.
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NOVAMED EYECARE, INC.
FORM 10-Q FOR QUARTERLY PERIOD ENDED JUNE 30, 2001
INDEX
PART OR ITEM PAGE
Part I. FINANCIAL STATEMENTS 3
Item 1. Interim Condensed Consolidated Financial Statements (unaudited)
Condensed Consolidated Balance Sheets - June 30, 2001 and December 31, 2000 3
Condensed Consolidated Statements of Operations - Three and six months ended June 30, 2001 and 2000 4
Condensed Consolidated Statements of Cash Flows - Six months ended June 30, 2001 and 2000 5
Notes to the Interim Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8
Part II. OTHER INFORMATION 12
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 13
2
Part I
------
Item 1.
NOVAMED EYECARE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share data)
June 30, December 31,
ASSETS 2001 2000
-------------- --------------
Current assets:
Cash and cash equivalents $ -- $ 785
Accounts receivable, net 26,107 23,287
Due from affiliated providers, net 1,097 878
Notes receivable from affiliated providers 3,016 3,225
Inventory 3,052 3,651
Other current assets 2,800 2,263
-------------- --------------
Total current assets 36,072 34,089
Property and equipment, net 21,812 22,536
Intangible assets, net 60,908 62,205
Other assets, net 2,684 2,083
-------------- --------------
Total assets $ 121,476 $ 120,913
============== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 4,889 $ 5,432
Accrued expenses 3,775 4,680
Current maturities of long-term debt 582 249
-------------- --------------
Total current liabilities 9,246 10,361
-------------- --------------
Long-term debt, net of current maturities 25,035 26,187
-------------- --------------
Deferred income tax liability 1,705 1,501
-------------- --------------
Commitments and contingencies
Stockholders' equity:
Series E Junior Participating Preferred Stock, $0.01 par
value, 1,912,000 shares authorized, none outstanding at
June 30, 2001 and December 31, 2000, respectively -- --
Common stock, $0.01 par value, 81,761,465 shares
authorized, 24,803,464 and 24,679,357 shares issued
and outstanding at June 30, 2001 and December 31, 2000,
respectively 248 247
Additional paid-in-capital 77,570 77,362
Retained earnings 7,672 5,255
-------------- --------------
Total stockholders' equity 85,490 82,864
-------------- --------------
Total liabilities and stockholders' equity $ 121,476 $ 120,913
============== ==============
The notes to the interim condensed consolidated financial statements
are an integral part of these statements.
3
NOVAMED EYECARE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands, except per share data; unaudited)
Three months ended Six months ended
June 30, June 30,
----------------------------- ------------------------------
2001 2000 2001 2000
----------- ----------- ------------ -----------
Net revenue:
Surgical facilities $ 10,742 $ 10,578 $ 21,399 $ 20,597
Management services 19,069 17,405 38,429 34,027
Product sales and other 7,542 6,111 14,403 11,086
----------- ----------- ------------ -----------
Total net revenue 37,353 34,094 74,231 65,710
----------- ----------- ------------ -----------
Operating expenses:
Salaries, wages and benefits 14,140 12,324 28,156 24,102
Cost of sales and medical supplies 10,461 9,206 20,298 17,406
Selling, general and administrative 7,709 7,912 15,731 15,115
Depreciation and amortization 2,304 1,814 4,542 3,513
----------- ----------- ------------ -----------
Total operating expenses 34,614 31,256 68,727 60,136
----------- ----------- ------------ -----------
Income from operations 2,739 2,838 5,504 5,574
Other expense, net 527 301 1,242 476
----------- ----------- ------------ -----------
Income before income taxes 2,212 2,537 4,262 5,098
Provision for income taxes 983 1,079 1,855 2,162
----------- ----------- ------------ -----------
Net income $ 1,229 $ 1,458 $ 2,407 $ 2,936
=========== =========== ============ ===========
Basic earnings per common share $ 0.05 $ 0.06 $ 0.10 $ 0.12
=========== =========== ============ ===========
Diluted earnings per common share $ 0.05 $ 0.06 $ 0.10 $ 0.11
=========== =========== ============ ===========
Basic weighted average common shares outstanding 24,803 24,474 24,748 24,354
=========== =========== ============ ===========
Diluted weighted average common shares outstanding 25,303 26,141 25,234 26,270
=========== =========== ============ ===========
The notes to the interim condensed consolidated financial statements
are an integral part of these statements.
4
NOVAMED EYECARE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
Six months ended
June 30,
----------------------------------------
2001 2000
----------------- ------------------
Cash flows from operating activities:
Net income $ 2,407 $ 2,936
Adjustments to reconcile net income to net cash provided by operating
activities, net of effects of purchase transactions--
Depreciation and amortization 4,542 3,513
Deferred taxes 319 610
Changes in working capital items--
Accounts receivable and due from affiliated providers, net (3,120) (3,517)
Inventory 599 44
Other current assets (383) (1,186)
Other noncurrent assets (496) 51
Accounts payable, accrued expenses and income taxes payable (1,341) 22
----------------- ------------------
Net cash provided by operating activities 2,527 2,473
----------------- ------------------
Cash flows from investing activities:
Purchases of property and equipment (2,260) (6,203)
Acquisitions of and affiliations with entities, net -- (13,063)
Receipt (issuance) of notes receivable from/(to) affiliated providers 209 (2,723)
----------------- ------------------
Net cash used in investing activities (2,051) (21,989)
----------------- ------------------
Cash flows from financing activities:
Borrowings under revolving line of credit 24,463 56,850
Payments under revolving line of credit (25,853) (39,550)
Proceeds from the issuance of common stock 191 654
Payments of other debt, debt issuance fees and capital lease obligations (62) (266)
----------------- ------------------
Net cash provided (used) by financing activities (1,261) 17,688
----------------- ------------------
Net decrease in cash and cash equivalents (785) (1,828)
Cash and cash equivalents, beginning of period 785 1,828
----------------- ------------------
Cash and cash equivalents, end of period $ -- $ --
================= ==================
The notes to the interim condensed consolidated financial statements
are an integral part of these statements.
5
NOVAMED EYECARE, INC. AND SUBSIDIARIES
NOTES TO THE INTERIM
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2001
(Dollars in thousands, except per share data)
(Unaudited)
1. BASIS OF PRESENTATION
The information contained in the interim consolidated financial statements
and notes is condensed from that which would appear in the annual consolidated
financial statements. Accordingly, the interim condensed consolidated financial
statements included herein should be read in conjunction with the consolidated
financial statements as of and for the year ended December 31, 2000, filed by
NovaMed Eyecare, Inc. (the "Company") with the Securities and Exchange
Commission on Form 10-K. The unaudited interim condensed consolidated financial
statements as of June 30, 2001 and for the three and six months ended June 30,
2001 and 2000, include all normal recurring adjustments which management
considers necessary for a fair presentation. The results of operations for the
interim periods are not necessarily indicative of the results that may be
expected for the entire fiscal year.
Certain prior year amounts have been reclassified to conform to current
year presentation.
2. NEWLY ISSUED ACCOUNTING PRONOUNCEMENT
In June 2001, the Financial Accounting Standards Board issued Statement
No. 142, "Goodwill and Other Intangible Assets" (SFAS No. 142). This statement
establishes standards for how intangible assets should be accounted for in the
financial statements. Goodwill and identifiable intangible assets with an
indefinite useful life will no longer be amortized. At least annually these
assets will be reviewed for impairment, and if the fair value is less than the
carrying value an impairment loss will be recognized. Upon initial adoption of
the statement, any impairment loss will be recorded as a change in accounting
principle.
The Company has reviewed the provisions of SFAS No. 142 and based on its current
intangible assets the Company expects to reduce its annual amortization expense
by approximately $1.1 million. The Company is in the process of evaluating the
carrying value of its goodwill under the new standard, and has not yet
determined if an impairment charge will be recognized upon adoption. The
statement is effective for fiscal years beginning after December 15, 2001.
3. EARNINGS PER COMMON SHARE
Diluted EPS is calculated by dividing net income by the weighted average
number of common shares, including the dilutive effect of potential common
shares outstanding during the period. Potential common shares consist of
outstanding options whose dilutive effect is calculated using the treasury stock
method.
Earnings per common share is calculated as follows (in thousands,
except per share):
Three months ended Six months ended
June 30, June 30,
------------------------------ -----------------------------
2001 2000 2001 2000
------------- ------------- ------------- -------------
Income available to common stockholders-basic $ 1,229 $ 1,458 $ 2,407 $ 2,936
========= ========= ======== ========
Income available to common stockholders-diluted $ 1,229 $ 1,458 $ 2,407 $ 2,936
========= ========= ======== ========
6
EARNINGS PER COMMON SHARE (continued)
Basic weighted average number of common shares
outstanding 24,803 24,474 24,748 24,354
Effect of dilutive securities--stock options 500 1,667 486 1,916
-------- ---------- --------- ------------
Diluted weighted average number of shares outstanding 25,303 26,141 25,234 26,270
======== ========== ========= ============
Earnings per common share:
Basic $ 0.05 $ 0.06 $ 0.10 $ 0.12
======== ========== ========= ============
Diluted $ 0.05 $ 0.06 $ 0.10 $ 0.11
======== ========== ========= ============
4. OPERATING SEGMENTS
The table below presents information about operating data and segment
assets used by the chief operating decision-maker of the Company as of and for
the three months and six months ended June 30, 2001 and 2000 (in thousands):
Product
Surgical Management Sales and
Facilities Services Other Corporate Eliminations Total
------------- ------------ -------------- ------------- ------------- ------------
(in thousands)
Three months ended June 30, 2001
--------------------------------
Net revenue $ 10,742 $ 22,415 $ 7,542 $ -- $ (3,346) $ 37,353
Earnings before tax 3,772 1,653 661 (3,874) -- 2,212
Depreciation and amortization 518 433 61 1,292 -- 2,304
Interest income -- (8) (1) (13) -- (22)
Interest expense -- -- -- 569 -- 569
Identifiable assets 15,602 24,310 5,973 75,591 -- 121,476
============= ============ ============= ============ ============= ============
Three months ended June 30, 2000
--------------------------------
Net revenue $ 10,578 $ 20,862 $ 6,111 $ -- $ (3,457) $ 34,094
Earnings before tax 3,997 1,668 711 (3,839) -- 2,537
Depreciation and amortization 365 325 50 1,074 -- 1,814
Interest income -- (6) (4) (23) -- (33)
Interest expense -- -- -- 335 -- 335
Identifiable assets 11,314 18,371 5,413 77,425 -- 112,523
============ =========== ============= ============ ============ ============
Six months ended June 30, 2001
------------------------------
Net revenue $ 21,399 $ 44,641 $ 14,403 $ -- $ (6,212) $ 74,231
Earnings before tax 7,789 3,327 1,334 (8,188) -- 4,262
Depreciation and amortization 1,001 867 116 2,558 -- 4,542
Interest income -- (8) (3) (36) -- (47)
Interest expense -- -- -- 1,186 -- 1,186
Identifiable assets 15,602 24,310 5,973 75,591 -- 121,476
============= =========== ============= ============= ============= ============
Six months ended June 30, 2000
------------------------------
Net revenue $ 20,597 $ 40,605 $ 11,086 $ -- $ (6,578) $ 65,710
Earnings before tax 8,169 3,468 1,162 (7,701) -- 5,098
Depreciation and amortization 728 666 96 2,023 -- 3,513
Interest income -- (10) (6) (44) -- (60)
Interest expense -- 1 -- 562 -- 563
Identifiable assets 11,314 18,371 5,413 77,425 -- 112,523
============= =========== ============= ============ ============= ============
7
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The discussion below contains forward-looking statements (as such term
is defined in Section 21E of the Securities Exchange Act of 1934) that are based
on the beliefs of our management, as well as assumptions made by, and
information currently available to, our management. Our results, performance and
achievements in 2001 and beyond could differ materially from those expressed in,
or implied by, any such forward looking statements. See "Cautionary note
regarding forward-looking statements" on page 10.
Outlook
NovaMed Eyecare provides a comprehensive range of eye care services,
focused primarily around its surgical facilities, including its ownership and
operation of 15 ambulatory surgery centers (ASCs), and its operation of 15 laser
vision correction centers. Eye care professionals perform laser vision
correction, cataract and other eye-related surgical procedures in the facilities
owned and/or operated by the Company. The revenue and earnings results in the
second quarter and first half of 2001 were achieved despite an uncertain
economic environment in the US. We expect this environment to continue for the
foreseeable future.
The discussion set forth below analyzes certain factors and trends
related to the financial results for each of the three and six months ended June
30, 2001 and 2000. This discussion should be read in conjunction with the
condensed consolidated financial statements and notes to the condensed
consolidated financial statements above.
Results of Operations
Three Months Ended June 30, 2001 Compared to the Three Months Ended June 30,
2000
Net Revenue. Net revenue for second quarter 2001 increased 9.6% to
$37.4 million from $34.1 million in the prior year period. Surgical facilities
net revenue increased 1.6% from $10.6 million to $10.7 million, the result of a
31% increase in cataract procedures, offset by a 16% decrease in laser vision
correction procedures. Management services net revenue increased 9.6% from $17.4
million to $19.1 million. The increase in management services revenue was
primarily a result of increases in cataract and other ophthalmic surgery
procedures performed by our affiliated eye care professionals, despite a
decrease in laser vision correction procedures, as well as new affiliations with
eye care professionals. Product sales revenue increased 23.4% from $6.1 million
to $7.5 million, reflecting strong product demand.
Salaries, Wages and Benefits. Salaries, wages and benefits expense
increased 14.7% from $12.3 million to $14.1 million. As a percentage of revenue,
salaries, wages and benefits expense increased from 36.1% to 37.9%. The absolute
increase in salaries, wages and benefits expense is primarily due to new
acquisitions and affiliations in the Southeast during the third and fourth
quarters of 2000. The increase in salaries, wages and benefits expense as a
percentage of revenue is driven by the structure of the newer acquisitions,
where all physician compensation is paid as an expense under the management
services agreement.
Cost of Sales and Medical Supplies. Cost of sales and medical supplies
expense increased 13.6% from $9.2 million to $10.5 million. As a percentage of
revenue, cost of sales and medical supplies expense increased from 27.0% to
28.0% . The absolute increase in cost of sales and medical supplies expense is
primarily attributable to higher volumes at our Optical Product Sales business,
along with costs incurred at new acquisitions and affiliations.
Selling, General and Administrative. Selling, general and
administrative ("SG&A") expense decreased 2.6% from $7.9 million to $7.7
million. As a percentage of revenue, SG&A expense decreased from 23.2% to 20.6%.
The absolute decrease in SG&A expense resulted from a 59% reduction in selling
and marketing expenses from the second quarter of 2000 which more than offset a
20% increase in general and administrative expenses for the same period. The
increase in general and administrative expenses was due primarily to costs
incurred at new acquisitions and affiliations.
8
Depreciation and Amortization. Depreciation and amortization expense
increased 27.0% from $1.8 million to $2.3 million. Acquisitions, affiliations
and capital expenditures have increased overall depreciation and amortization
expense.
Other Expense. Other expense increased from $301,000 to $527,000. The
increase in other expense was primarily related to an increase in interest
expense as a result of higher average outstanding indebtedness during the second
quarter of 2001 as compared to the 2000 period. The higher indebtedness is
directly related to the acquisitions made during the third and fourth quarters
of 2000.
Provision for Income Taxes. Our effective tax rate reflects the impact
of nondeductible amortization expense. Our effective tax rate increased to 44.4%
from 42.5% in the second quarter of 2000.
Six months Ended June 30, 2001 Compared to the Six months Ended June 30, 2000
Net Revenue. Net revenue for the first six months of 2001 increased
13.0% to $74.2 million from $65.7 million in the prior year period. Surgical
facilities net revenue increased 3.9% from $20.6 million to $21.4 million,
primarily as a result of a 20% increase in cataract procedures and a 6% increase
in laser vision correction procedures, compared to the first six months of 2000.
The increase in cataract procedures mainly resulted from an overall increase in
demand as well as new affiliations and agreements with eye care professionals.
The increase in laser vision correction procedures mainly resulted from our
fixed-site laser service agreements. Management services net revenue increased
12.9% from $34.0 million to $38.4 million. The increase in management services
revenue was primarily a result of overall increases in cataract and other
ophthalmic surgery procedures performed by our affiliated eye care professionals
as well as new affiliations with eye care professionals. Product sales revenue
increased 29.9% from $11.1 million to $14.4 million, primarily as a result of
strong product demand and, to a lesser extent, revenue contributed by our eye
care marketing products and services operations, which we acquired in May, 2000.
Salaries, Wages and Benefits. Salaries, wages and benefits expense
increased 16.8% from $24.1 million to $28.2 million. As a percentage of revenue,
salaries, wages and benefits expense increased from 36.7% to 37.9%. The absolute
increase in salaries, wages and benefits expense is primarily due to new
acquisitions and affiliations in the Southeast during the third and fourth
quarters of 2000. The increase in salaries, wages and benefits expense as a
percentage of revenue is driven by the structure of the newer acquisitions,
where all physician compensation is paid as an expense under the management
services agreement.
Cost of Sales and Medical Supplies. Cost of sales and medical supplies
expense increased 16.6% from $17.4 million to $20.3 million. As a percentage of
revenue, cost of sales and medical supplies expense increased from 26.5% to
27.3% . The absolute increase in cost of sales and medical supplies expense is
primarily attributable to higher volumes at our Optical Product Sales business,
along with costs incurred at new acquisitions and affiliations. Supply costs
associated with the increase in laser vision correction and cataract procedures
also contributed to the absolute increase during the period.
Selling, General and Administrative. Selling, general and
administrative expense increased 4.1% from $15.1 million to $15.7 million. As a
percentage of revenue, SG&A expense decreased from 23.0% to 21.2%. The absolute
increase in SG&A expense related primarily to costs incurred at new acquisitions
and affiliations. This increase was offset by a 40% reduction in selling and
marketing expense during the same period, which accounted for the percentage
decrease of expense to revenue.
Depreciation and Amortization. Depreciation and amortization expense
increased 29.3% from $3.5 million to $4.5 million. Acquisitions, affiliations
and capital expenditures have increased overall depreciation and amortization
expense.
Other Expense. Other expense increased from $0.5 million to $1.2
million. The increase in other expense was primarily related to an increase in
interest expense as a result of higher average outstanding indebtedness during
the first half of 2001 as compared to the 2000 period. The higher indebtedness
is directly related to the acquisitions made during the third and fourth
quarters of 2000.
9
Provision for Income Taxes. Our effective tax rate reflects the impact
of nondeductible amortization expense. Our effective tax rate in 2001 increased
to 43.5% from 42.4% in 2000.
Liquidity and Capital Resources
Net cash provided by operating activities for both the six months ended
June 30, 2001 and 2000 was $2.5 million. The Company used $2.1 million of cash
for investing activities during the first six months of 2001, primarily for the
purchase of equipment. During the first six months of 2001, the Company's net
borrowings under its revolving credit line decreased $1.2 million from the
December 31, 2000 level. At June 30, 2001, the Company had working capital of
$26.8 million.
On June 28, 2000, the Company entered into a three-year, $50 million
revolving credit agreement, replacing its previously existing agreement.
Interest on borrowings under the credit agreement is payable at an annual rate
equal to our lender's published base rate plus the applicable borrowing margin
ranging from 0 to 0.75% or LIBOR plus a range from 1.5% to 2.25%, varying upon
our ability to meet financial covenants. The weighted average interest rate on
credit line borrowings for the three months and six months ended June 30, 2001
was approximately 6.8% and 7.4%, respectively. The credit agreement contains
covenants that include limitations on indebtedness, liens, capital expenditures,
acquisitions and affiliations and ratios that define borrowing availability and
restrictions on the payment of dividends. As of June 30, 2001, we were in
compliance with all of our credit agreement covenants. We had $25.0 million
available on our line of credit as of June 30, 2001.
We expect that our funds from operations, our cash and our access to
bank credit lines will be sufficient to fund our operations and capital
expenditures for at least the next 12 months. Our future capital requirements
and the adequacy of available funds will depend on many factors, including the
timing of our acquisition activities, new affiliations with eye care
professionals, capital requirements associated with our surgical facilities and
the future cost of surgical equipment.
On June 15, 2000, we entered into an agreement to acquire two ASCs,
contingent upon the resolution of certain requirements associated with the
seller (the "Contingencies"). Certain of these Contingencies were satisfied in
2000 with respect to one of the ambulatory surgery centers, which we acquired in
December 2000. Upon the resolution of the Contingencies affecting the other
ambulatory surgery center and other conditions to closing, we will be required
to purchase the other ambulatory surgery center for approximately $9.3 million
in cash consideration. We may elect to fund up to approximately $2.3 million of
this purchase price in the form of common stock. This transaction is excluded
from the acquisition limitations of the Credit Agreement discussed above.
One of our affiliated eye care professionals has the option, exercisable
through November 1, 2002, to acquire up to a 25% interest in one of our ASCs.
Effective March 1, 2001, we entered into a new five-year supply
agreement with Alcon Laboratories, Inc. setting forth the terms upon which we
can procure and utilize excimer lasers manufactured by Alcon. This agreement
amended and superseded our previous agreement originally entered into with
Summit Technology, Inc., which was acquired by Alcon in 2000. During the
five-year term, we will pay Alcon monthly based on the number of procedures
performed on each of our APEX/Infinity lasers and LADARVision Systems. We are
required to pay for a minimum number of annual procedures on each LADARVision
System during the five-year term, whether or not these procedures are performed.
As of June 30, 2001, we have entered into commitments to pay Alcon up to
approximately $1.4 million annually during the five-year term. The minimum
commitment will increase if we deploy additional laser systems.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This Form 10-Q
contains certain forward-looking statements that reflect our current
expectations about our future results of operations, performance and
achievements. When used in the Form 10-Q, the words "anticipates," "believes,"
"estimates," "plans," "intends," and similar expressions, as they relate to us
or our management, are intended to identify such forward-looking statements.
These forward-looking statements reflect our current beliefs and are based on
information currently available to us. Accordingly, these statements are subject
to certain risks, and uncertainties which could cause our actual results,
10
performance or achievements in 2001 and beyond to differ materially from those
expressed in, or implied by, such statements. These risks and uncertainties
include: our ability to acquire, develop and manage a sufficient number of
profitable surgical facilities; the acceptance of laser vision correction and
other refractive surgical procedures by eye care professionals and the general
public; our ability to establish and maintain profitable affiliations with eye
care professionals; the adoption of competing new technologies for eye surgical
procedures, including vision correction surgery; reduced prices and
reimbursement rates for surgical procedures, including prices for laser vision
correction procedures; the application of existing or proposed government
regulations; and our failure to grow or manage our growth. See "Management's
Discussion and Analysis of Financial Conditions and Results of Operations - Risk
Factors" in our Annual Report on Form 10-K for the year ended December 31, 2000
for further discussion. We undertake no obligation to update or revise any such
forward-looking statements that may be made to reflect events or circumstances
after the date of this Form 10-Q or to reflect the occurrence of unanticipated
events.
11
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
We held our 2001 Annual Meeting of Stockholders on May 17, 2001, at
which the following item was submitted to and voted upon by the stockholders:
The stockholders voted to re-elect two Class II directors for a term of three
years expiring at our 2004 Annual Meeting of Stockholders. Results of the voting
were as follows:
Authority Broker
Directors For Withheld Abstentions Non-Votes
--------- --- --------- ----------- ---------
John D. Hunkeler, M.D. 18,326,120 53,136 -- --
C.A. Lance Piccolo 18,326,220 53,036 -- --
R. Judd Jessup, Scott H. Kirk, M.D., Steven V. Napolitano and Stephen J. Winjum
continued their terms of office as directors of the Company after the 2001
Annual Meeting of Stockholders.
Item 6. Exhibits and Reports on Form 8-K
A. Exhibits
None.
B. Reports on Form 8-K
We did not file any reports on Form 8-K during the second
quarter of 2001.
12
SIGNATURE
Pursuant to the requirement 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.
NOVAMED EYECARE, INC.
/s/ Ronald G. Eidell July 30, 2001
-------------------- -------------
Ronald G. Eidell Date
Executive Vice President,
Chief Financial Officer and Secretary
(on behalf of Registrant and as principal financial officer)
/s/ Robert L. Hiatt July 30, 2001
------------------- -------------
Robert L. Hiatt Date
Vice President Finance
(principal accounting officer)
13