SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K

ý

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2008o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934


for the transition period
from                to

Commission File Number: 0-26625

NOVAMED, INC.(Exact name of registrant as specified in its charter)

Delaware

36-4116193(State or other jurisdiction
of incorporation or organization)

(I.R.S. Employer Identification No.)


980 North Michigan Avenue, Suite 1620, Chicago, Illinois 60611(Address of principal executive offices) (zip code)

Registrant's
telephone number, including area code:(312) 664-4100

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Name of each exchange on which registeredCommon Stock, par value $.01 per share

The NASDAQ Stock Market, LLCPreferred Stock Purchase Rights

The NASDAQ Stock Market, LLC


Securities
registered pursuant to Section 12(g) of the Act:None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
o No ý

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes
o No ý

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes ý No o

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 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. ý

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "large
accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act (check one):

Large accelerated filer o

Accelerated filer ý

Non-accelerated filer o

Smaller reporting company o(Do not check if a smaller
reporting company)


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes o No ý

The aggregate market value of the registrant's shares of voting stock held by non-affiliates of the registrant, based upon the last reported sale
price of the registrant's Common Stock on June 30, 2008 was $85,968,237. The number of shares outstanding of the registrant's Common Stock, par value $.01 per share, as of March 9,
2009
was 22,912,979.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's Definitive Proxy Statement in connection with the registrant's 2009 Annual Meeting of Stockholders are incorporated by reference into
Part III of this Annual Report on Form 10-K.



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PART I

This Annual Report on Form 10-K (the "Form 10-K") contains, and
incorporates by reference, certain "forward-looking statements" (as such term is defined in Section 21E of the Securities Exchange Act of 1934, as amended) that involve risks and uncertainties
and reflect our current expectations regarding our future results of operations, performance and achievements. These forward-looking statements are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. We have tried, wherever possible, to identify these forward-looking statements by using words such as "anticipates," "believes," "estimates,"
"expects," "plans," "intends" and similar expressions. These statements involve risks and uncertainties and reflect our current beliefs and are based on information currently available to us.
Accordingly, these statements are subject to certain risks, uncertainties and contingencies that could cause our actual results, performance or achievements in 2009 and beyond to differ materially
from those expressed in, or implied by, such statements. These risks and uncertainties include: the current economic recession and disruption in the financial markets; our current and future debt
levels; our ability to access capital on a cost-effective basis to continue to successfully implement our growth strategy; reduced prices and reimbursement rates for surgical procedures;
our ability to acquire, develop or manage a sufficient number of profitable surgical facilities; our ability to maintain successful relationships with the physicians who use our surgical facilities;
our ability to grow and manage effectively our increasing number of surgical facilities; competition from other companies in the acquisition, development and operation of surgical facilities; and the
application of existing or proposed government regulations, or the adoption of new laws and regulations, that could limit our business operations, require us to incur significant expenditures or limit
our ability to relocate our facilities if necessary. These factors and others are more fully set forth under "Item 1ARisk Factors." You should not place undue reliance on any
forward-looking statements. 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 Annual Report on Form 10-K or to reflect the occurrence of unanticipated events.

Unless the context requires otherwise, you should understand all references to "we," "us" and "our" to include NovaMed, Inc. and its consolidated
subsidiaries.

Item 1.    Business

General

NovaMed, Inc. is a health care services company and an owner and operator of ambulatory surgery centers (ASCs). Our primary
focus and strategy is to acquire, develop and operate ASCs in joint ownership with physicians throughout the United States. As of March 15, 2009, we own and operate 37 ASCs located in 19
states. We also own a 25% interest in an ASC that we are planning to divest. Historically, most of our ASCs have been single-specialty ophthalmic surgical facilities where ophthalmologists perform
surgical proceduresprimarily cataract surgery. Over the past five years, however, we have focused on expanding into other specialties such as orthopedics (including podiatry), pain
management, gastroenterology, urology, otolaryngology (ENT), plastic surgery and gynecology. This expansion into other specialties has been accomplished through both the acquisition of new ASCs and
the addition of new specialties to our existing ASCs. As of March 15, 2009, 13 of our 37 ASCs offer surgical services in specialties other than ophthalmology. We continue to explore
opportunities to acquire ASCs offering differing types of medical specialties. We also continue to explore ways to efficiently add new specialties to our existing ASCs.

As
of March 15, 2009, we owned a majority interest in 35 of our ASCs, with the minority interests generally being held by physicians. We own 100% of the equity interests in two of
our ASCs.

We
also own and operate optical laboratories, an optical products purchasing organization and a marketing products and services business. As a supplement to our marketing products and
services business, in August 2008 we acquired MDnetSolutions, a call center and marketing solutions company serving primarily the bariatric market.

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In
addition to our surgical facilities and optical products businesses, we provide management services to two eye care practices pursuant to long-term service agreements.
Under these service agreements, we provide business, information technology, administrative and financial services to these practices in exchange for a management fee. These management services are
provided to an optometric practice with an optical retail store located in the Chicago market and an ophthalmology practice with multiple locations in Atlanta, Georgia.

We
were originally organized as a Delaware limited liability company in March 1995 under the name NovaMed Eyecare Management, LLC. In connection with a venture capital investment
made in November 1996, NovaMed Holdings Inc., an Illinois corporation, was formed to serve as a holding company, with NovaMed Eyecare Management, LLC as our principal operating
subsidiary. In May 1999, NovaMed Holdings Inc. reincorporated as a Delaware corporation and changed its name to NovaMed Eyecare, Inc. In August 1999, we consummated our initial public
offering of common stock. In March 2004, we changed our name to NovaMed, Inc. We also changed the name of our principal operating subsidiary to NovaMed Management Services, LLC.

Information Available

Our corporate offices are located at 980 North Michigan Avenue, Suite 1620, Chicago, Illinois 60611 and 100 Mansell Court East,
Suite 650, Roswell, Georgia 30076. Our website iswww.novamed.com. Information contained on our website is not part of, and is not incorporated
into, this Annual Report on Form 10K. We file annual, quarterly, and current reports, proxy statements, and other documents with the Securities and Exchange Commission (the "SEC") under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). The public may read and copy any materials that we file with the SEC at the SEC's public reference facilities at Room 1580,
100 F Street, N.E., Washington, D.C. 20549. Also, the SEC maintains an Internet website that contains reports, proxy and information statements, and other information regarding issuers,
including us, that file their Exchange Act documents electronically with the SEC. The public can obtain any documents that we file with the SEC at http://www.sec.gov.

We
also make available free of charge on or through our Internet website (http://www.novamed.com) our Annual Report on
Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and, if applicable, amendments to those reports filed or furnished
pursuant to Section 13(a) of the Exchange Act as soon as reasonably practicable after we electronically file such materials with, or furnish them to, the SEC.

Industry Overview

Ambulatory Surgery Center Industry

The term "ambulatory surgery" refers to medical procedures performed on a nonhospitalized patient who is able to return home the same
day. Since the inception of outpatient surgery centers in the early 1970s, the ASC industry has grown consistently, with approximately 5,900 ASCs in the United States as of August 2008 according to
SDI Health, LLC, an independent health care analytics organization. Improved surgical techniques and technologies have significantly expanded the number of surgical procedures that can be
performed in an ASC. Lasers, enhanced endoscopic techniques and fiber optics have reduced the trauma and recovery time associated with many surgical procedures. Improved anesthesia has minimized
post-operative side effects such as nausea and drowsiness, resulting in shorter recovery times and in many cases eliminating the need for overnight hospitalization.

We
also believe that the convenience and efficiencies offered by an ASC have also contributed to the growth in ASC procedures. We believe that many physicians prefer an ASC to a hospital
because of greater scheduling flexibility, faster turnaround time between cases and more efficient nurse staffing. Patients prefer the experience of a surgical facility dedicated to their specialized
surgery that is free from

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disruptions
or scheduling conflicts that often arise in hospitals due to emergency procedures or more complex surgical procedures that take longer than expected.

In
addition to these technological advancements and operating efficiencies, we believe that public and private third party payors recognize the cost-effective benefits of
ASCs. We believe that surgery performed at an ASC is generally less expensive than hospital-based outpatient surgery because of lower facility costs, more efficient staffing and space utilization and
a specialized operating environment focused on cost containment.

Optical Products and Services Industry

The eye care market consists of a large, diverse group of services and products. The eye care services market includes routine eye
examinations as well as diagnostic and surgical procedures that address complex eye and vision conditions. The most common conditions addressed by eye care professionals are nearsightedness,
farsightedness and astigmatism. Other frequently treated conditions include cataracts, glaucoma, macular degeneration and diabetic retinopathy. Eye and vision conditions are typically treated with
surgery, pharmaceuticals, prescription glasses, contact lenses or some combination of these treatments. Additional services offered by eye care professionals include research services for eye care
devices or pharmaceuticals being developed or tested in clinical trials. The optical products market consists of the manufacture, distribution and sale of optical goods, including corrective lenses,
eyeglasses, frames, contact lenses and other optical products and accessories.

While
the number of patient choices for vision correction has increased with improved surgical vision correction technologies and techniques, the market for basic optical goods,
including corrective lenses, eyeglass frames, contact lenses and other optical products and accessories, remains a significant market. Eyeglass lenses and frames are typically sold through retail
optical outlets located in optometrist and ophthalmologist clinics, as well as through retail stores.

The
market for our marketing products and services business has historically been limited to the eye care market and the providers' demand for support and assistance in growing their
practices. With our acquisition of MDnetSolutions in August 2008, our marketing products and services business has been expanded into the bariatric market. Bariatric surgery is a treatment option for
people with morbid obesity, with many of its patients being those who have not experienced long-term weight loss success through other means.

Our Business Model

We are focused primarily on acquiring, developing and operating ASCs within new and existing markets. We believe that our experience in
operating ASCs, when coupled with our management services experience in working with physicians, will provide our physician-partners with an efficient operating environment to maximize quality patient
care. Our business was founded in the eye care setting, but we have expanded into other specialties and expect to continue to acquire and develop ASCs in varying specialties.

Surgical Facilities

As of March 15, 2009, we own and operate 37 ASCs, each of which is a state-licensed and Medicare-certified ASC. Physicians
perform a variety of surgical procedures in our ASCs, including ophthalmology, orthopedics (including podiatry), pain management, gastroenterology, urology, ENT, plastic surgery and gynecology.
Sixty-one percent (61%) of the surgical procedures performed in our facilities in 2008 were ophthalmic procedures, with pain management, orthopedics, gastroenterology, ENT and urology
comprising 16%, 10%, 5%, 3% and 2%, respectively. Elective plastic surgery (i.e.surgery not covered by third party payors) is less than 1% of
our total procedures.

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We
generally own and operate our surgical facilities through joint ownership arrangements in which we own a majority interest in the facility with the minority equity interests being
owned by the physicians that perform surgeries in the ASC and live in the ASC's local community. Each facility is generally owned and operated through a separate limited liability company, with one of
our wholly owned subsidiaries generally serving as the manager of the entity. In certain instances, we may own the facility through a limited partnership with one of our wholly owned subsidiaries
serving as the general partner.

Product Sales

We own and operate an optical laboratory business that specializes in surfacing, finishing and distributing corrective lenses and
eyeglass lenses. Our laboratories have in excess of 275 active customers, including ophthalmologists, optometrists, opticians and optical retail chains. Our optical products purchasing organization
allows eye care professionals to purchase optical products through us from more than 250 suppliers. We expanded our purchasing organization in December 2007 when we acquired an optical products
purchasing organization based in Minneapolis, Minnesota. With this acquisition, we now process consolidated monthly billing for over 2,500 customers. Customers of these businesses include our former
affiliated doctors who are parties to two remaining multi-year optical supply agreements with us pursuant to which our group purchasing organization and optical laboratories are the
primary providers of optical products and supplies to these doctors. Generally, unless the parties agree on extensions, one of these supply agreements will expire in May 2009 with the other expiring
in December 2012. The product sales revenue generated from these customers in 2008 constituted seven percent of our total product sales revenue.

In
addition, our marketing products and services business provides eye care professionals and vendors with a range of products and services including brochures, videos, advertising and
website design, education and training programs, and consulting services.

In
August 2008 we acquired MDnetSolutions, a call center and marketing solutions company serving primarily the bariatric market. Bariatrics is a growing surgical specialty in light of
the current obesity and diabetes epidemics in the United States. MDnetSolutions provides a broad range of services and products to the bariatric community, including call center services, websites and
a software program that tracks and manages patient leads for providers. MDnetSolutions' customers include bariatric practices, ASCs and hospitals.

We
also have a long-term service agreement with an optometric practice located in Illinois. The optometric practice also has a retail optical outlet that sells eyeglasses and
other products to patients. We provide all of the services, facilities and equipment necessary to operate this optometric practice under a 25-year service agreement. The services
include:



Other

We also have a 40-year service agreement in place with an ophthalmology practice with multiple locations in Atlanta,
Georgia. We provide all of the services, facilities and equipment necessary to operate

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this
medical practice, including services identical in nature to those described above with respect to our Illinois affiliated optometric practice.

For
a further discussion regarding these segments and their respective financial information, please see "Item 7Management's Discussion and Analysis of Financial
Condition and Results of Operations."

Our Growth Strategy

Surgical Facilities

We are focused on acquiring, developing and operating ASCs. Historically, our emphasis was primarily on eye surgical services. Over the
past several years, however, we have expanded into other specialties such as orthopedics (including podiatry), pain management, gastroenterology, urology, ENT, plastic surgery and gynecology. This
expansion into other specialties has been through both the acquisition of new facilities and the addition of specialties to our existing centers. While ophthalmology is still our largest specialty and
a key part of our growth strategy, we are actively evaluating and pursuing opportunities in other specialties. The key elements of our growth strategy are:





The revenue generated by our ASCs is driven by the surgical procedures performed by physicians. Revenue growth in our existing ASCs is
expected to be derived from an increase in surgical procedures performed at each facility, with this increase attributable to existing physicians or new physicians utilizing the facility. All of our
ASCs currently have the capacity to handle additional procedures. Given this capacity, we introduce the benefits of our facilities to new physicians who may be using other less efficient and
convenient facilities. We believe the efficiency and convenience of an ASC, and the opportunity to work in facilities affiliated with a national ASC operator with significant management expertise, are
appealing to physicians and their patients and provides a more attractive setting than hospitals. We employ sales people in several of our markets who are working on a full-time basis to
market our ASCs to potential physicians. We also work with our physicians to identify new procedures, technologies or equipment to integrate into our facilities and expand the scope of surgical
services offered in a cost-effective manner. Moreover, as we continue to expand the number of multi-specialty ASCs within our portfolio, reimbursements from private third party payors will
likely increase as an overall percentage of our surgical facility revenue. Thus, we will continue to evaluate opportunities to maximize our managed care panel participation and reimbursement levels.

With
some of our existing centers that currently provide only eye-related surgical services, we continue to explore efficient ways to add new surgical specialties. We are
often required to obtain state licensure approval to add other specialties to our existing centers. The likelihood of our success in receiving these approvals will vary by state.

Staffing
and medical supply costs are generally an ASC's two largest expense categories. We analyze staffing schedules and work with physicians to schedule surgeries in a manner that
maximizes staff
efficiency and optimizes staffing costs. We also have negotiated purchasing contracts with many of our largest vendors and we educate our physicians on lower cost supply alternatives while maintaining
high patient care standards.

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We have a development staff that is responsible for identifying, evaluating and negotiating the acquisition of majority interests in
ASCs in new or existing markets. In certain instances, we may also consider acquiring a minority, rather than a majority, equity interest. The acquisition of a well-established ASC is an
attractive means of entry into a new market, particularly in states that require a certificate of need ("CON") for development. In analyzing potential transactions, the evaluation of our prospective
physician-partners is a critical factor. We recognize that the success of our ASCs is tied directly to the success of our physician-partners and their practices. We believe our management services
experience from our history as a physician practice management company greatly enhances our physician evaluation process.

We
also assess the target facility's potential for future growth. We identify opportunities to add new physicians or surgical procedures, or to improve managed care participation. We
also examine the opportunities to reduce expenses through improved staff efficiency, better physician scheduling and reduced supply costs. Our development staff and operations personnel work closely
with our physician partners to formulate a growth strategy for each newly acquired facility to maximize our return on investment.

We
currently intend to finance our future acquisitions of equity interests in ASCs using cash generated from our operations and amounts borrowed under our $125 million credit
facility that expires on February 5, 2010. We have $57.6 million outstanding under our credit facility as of March 4, 2009. Given the current turmoil in the credit markets, we
currently face some uncertainty around the refinancing of our credit facility.



Our development staff is also responsible for identifying potential opportunities to build new ASCs with physician-partners. These
projects involve partnering with one or more physicians in a local community that is either underserved from a facility standpoint, or involve physicians who do not have the resources, productivity or
expertise to construct a facility on their own and seek an experienced partner to help finance, structure and oversee the project. Generally, development of a new ASC can be an attractive alternative
in states that do not require a CON to build a new center. We have developed two of our 37 ASCs as of March 15, 2009. In addition, effective January 2009, we relocated one of our ASCs from
Altamonte Springs, Florida into a newly constructed and expanded four operating room facility in Orlando, Florida.

Product Sales

We believe there are opportunities to grow our products sales business by adding customers, as well as offering a broader range of
products and services. In December 2007, we added to our optical products group purchasing organization by purchasing another purchasing organization based in Minneapolis, Minnesota. In August 2008,
we supplemented our marketing products and services business by acquiring MDnetSolutions, a call center and marketing solutions company serving primarily the bariatric market.

Competition

Surgical Facilities

In acquiring, developing and operating our ASCs, our principal competitors are corporations, physicians and hospitals. There are
several publicly held and private companies actively engaged in the acquisition, development and operation of ASCs. Some of these companies may acquire and develop multi-specialty ASCs, practice-based
ASCs focusing on varying specialties, or a combination of the two. Moreover, some of these companies have the acquisition and development of ASCs as their core business,

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while
other competitors are larger companies that have subsidiaries or divisions engaged in this business. Many of these competitors have greater resources than us. In recent years, we have seen
hospitals becoming much more active in competing with us for the acquisition and development of ASCs. In each of our local markets, we also compete with hospitals and other ASCs in attracting
physicians to utilize our ASCs, for patients and for managed care contracting opportunities.

Product Sales

Our two optical laboratories face a variety of national, regional and local competitors. We compete in the optical laboratory market on
the bases of quality and breadth of service, reputation and price.

In
the market for providing optical group purchasing services, we primarily compete with national and regional buying groups, as well as large vendors. Competition in this market is
based upon service, price and the strength of the purchasing organization, including the ability to negotiate discounts with suppliers.

Our
marketing products and services businesses, Patient Education Concepts and MDnetSolutions, compete in a fragmented market, with no dominant competitors that have significant market
share.

Other

Our management services are provided to eye care professionals through long-term affiliations. The market for these
management services is fragmented, and we do not face any single, dominant national competitor. Eye care professionals may seek a corporate partner to assist them in the growth and development of
their practices, as well as with the day-to-day management and administration of their businesses. Factors that may influence an eye care professional's decision to retain a
corporate partner to provide management services are the corporate partner's experience and scope and quality of services offered, the eye care professional's need for these services, and price.

Employees

As of March 4, 2009, we had approximately 810 employees, 538 of whom are full-time employees. We are not a party to
any collective bargaining agreements and we consider our relations with our employees to be good.

Many
of our ASCs are located adjacent to a physician practice. In some instances, our ASCs may lease from the physician practice some or all of the individuals who provide services in
the ASC on our behalf. This is typically only done when the ASC provides surgical services on a limited schedule. This leasing model allows us to staff these centers in a more
cost-effective manner.

Governmental Regulation

As a participant in the health care industry, our operations are subject to extensive and increasing regulation by governmental
entities at the federal, state and local levels. Many of these laws and regulations are subject to varying interpretations, and we believe courts and regulatory authorities generally have provided
little clarification. Moreover, state and local laws and interpretations vary from jurisdiction to jurisdiction. As a result, we may not always be able to accurately predict interpretations of
applicable law regulating our businesses.

We
believe our business practices comply in all material respects with applicable federal, state and local laws and regulations. If the legal compliance of any of our activities were
challenged, however, we might have to divert substantial time, attention and resources from running our business to defend
against these challenges regardless of their merit. In such circumstances, if we do not successfully defend these challenges, we might face a variety of adverse consequences including losing our ASC
licenses, losing our eligibility to participate in Medicare, Medicaid or other federal or state health care programs, or losing

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other contracting privileges and, in some instances, civil or criminal fines. Any of these consequences could have a material adverse effect on our business, financial condition and results of
operations.

The
regulatory environment in which we operate may change significantly in the future. Numerous legislative proposals have been introduced in the U.S. Congress and in various state
legislatures over the past several years that could cause major reforms of the U.S. health care system. In addition, several sets of regulations have been recently adopted that may require substantial
changes in the way health care providers operate during the coming years. In response to new or revised laws, regulations or interpretations, we could be required to revise the structure of our legal
arrangements, repurchase minority equity interests in our ASCs that are owned by physicians, incur substantial legal fees, fines or other costs, or curtail our business activities, reducing the
potential profit to us of some of our legal arrangements, any of which could have a material adverse effect on our business, financial condition and results of operations.

The
following is a summary of the principal health care regulatory issues affecting our operations and us.

Federal Law

Anti-Kickback Statute.The federal anti-kickback statute prohibits the knowing and willful offer, payment, solicitation or
receipt of any form of remuneration in return for, or in order to induce, (i) the referral of a person for services, (ii) the furnishing or arranging for the furnishing of items or
services, or (iii) the purchase, lease or order or arranging or recommending purchasing, leasing or ordering any item or service, in each case, reimbursable under Medicare, Medicaid or other
federal health care programs. Violations of this statute may result in criminal penalties, including imprisonment or criminal fines of up to $25,000 per violation, civil penalties of up to $50,000 per
violation plus up to three times the amount of the underlying remuneration, and exclusion from federal or state programs including Medicare or Medicaid.

The
anti-kickback statute is broadly written as to encompass many legitimate, harmless and pro-competitive arrangements. Consequently, Congress has enacted a
series of statutory exceptions to the anti-kickback statute, and the Inspector General for the U.S. Department of Health and Human Services (DHHS) has promulgated a series of regulatory
"safe harbors." When possible, we have attempted to structure our business operations within a safe harbor. However, some aspects of our business either do not meet the prescribed safe harbor
standards, or relate to practices for which no safe harbor standards exist. Because there is no legal requirement that relationships fit within a safe harbor, a business arrangement that does not
comply with the relevant safe harbor, or for which a safe harbor does not exist, does not necessarily violate the anti-kickback statute, and is not necessarily illegal per se.

Included
among the safe harbors to the anti-kickback statute are certain safe harbors for investment interests in general, and for investment interests in ASCs, specifically.
As of March 15, 2009, we co-own 35 of our ASCs with one or more physicians, and we will likely co-own with physicians most of the ASCs that we will acquire in the
future. We will also likely be selling minority interests in our existing wholly owned ASCs to physicians in the near- to intermediate-term. It is unlikely that our
co-ownership will meet all of the parameters of the general investment interest safe harbors or the ASC investment interest safe harbors. As discussed above, however, an arrangement that
does not fit squarely within a safe harbor is notper seunlawful under the anti-kickback statute. If a practice does not fit within a safe
harbor, however, no guarantee can be given that the practice will be exempt from prosecution; it will be viewed under the totality of the facts and circumstances. It is our intent to structure all
such co-ownership arrangements in a manner that complies with as many of the safe harbor components as possible, that meets the objectives of the anti-kickback statute, and
that follows the other available regulatory guidance regarding ASC co-ownership arrangements to the greatest extent possible.

The
applicable regulatory authorities have provided limited guidance regarding ASC ownership arrangements that are permissible under the anti-kickback statute. Based on the
guidance that is available,

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we
believe that our joint ownership arrangements comply with the anti-kickback law based on, among other things, the following factors: all of the jointly owned ASCs are Medicare
certified; patients referred to an ASC by an investor are informed of the referring physician's investment interest in the ASC; the terms on which an investment interest in the ASC is offered to an
investor are not related to the previous or expected volume of referrals or services by, or other business with, the investor; neither any of the investors (including us) nor the ASC entity will loan
money to any investors or guarantee debt of any investors incurred to purchase the investment interest; the return on investment in the ASC is directly proportional to the investors' investment
interests; the ASCs treat federal health program beneficiaries in a non-discriminatory manner; and Medicare-recognized surgical procedures account for a significant portion of the
investor-physicians' medical practice income.

Self-Referral Law.Subject to limited exceptions, the federal physician self-referral law, known as the "Stark Law,"
prohibits physicians and optometrists from referring their Medicare or Medicaid patients for the provision of "designated health services" (DHS) to any entity with which they or their immediate family
members have a financial relationship. The Stark Law also prohibits the recipient of a prohibited referral from billing for the DHS provided pursuant to that referral. "Financial relationships"
include both compensation and ownership relationships. "Designated health services" include clinical laboratory services, radiology and ultrasound services, durable medical equipment and supplies, and
prosthetics, orthotics and prosthetic devices, as well as seven other categories of services.

Generally
speaking, the Stark Law does not prohibit referrals to ASCs from physicians with ownership or investment interests in those ASCs. Medicare regulations provide two exceptions
that protect referrals to ASCs by physicians who have ownership or compensation relationships with those ASCs. The first exception expressly exempts items and services which are identified as
designated health services for which payment is included in the ASC composite rate. Referrals made for these items and services by physicians with a financial relationship do not violate the Stark Law
when furnished in the ASC setting. Thus, when an intraocular lens, or IOL, used in cataract surgery, or another service or item that would otherwise qualify as a "designated health service," is
included in an ASC composite payment rate, the IOL (or other such service or item) will not be considered to be a "designated health service." The second exception provides that prosthetics,
prosthetic devices, and durable medical equipment implanted at a Medicare-certified ASC by the referring physician or a member of the referring physician's group practice also are specially excepted,
even when the Medicare payment for these items is separate fromi.e.,not bundled intothe ASC payment.

Violating
the Stark Law may result in denial of payment for the designated health services performed, civil fines of up to $15,000 for each service provided pursuant to a prohibited
referral, a fine of up to
$100,000 for participation in a circumvention scheme, and exclusion from the Medicare, Medicaid and other federal health care programs. The Stark Law is a strict liability statute. Any referral made
where a financial relationship exists that fails to meet an exception constitutes a violation of the law.

Civil False Claims Act.The Federal Civil False Claims Act prohibits knowingly presenting or causing to be presented any false or
fraudulent claim
for payment by the government, or using any false or fraudulent record in order to have a false or fraudulent claim paid. Violations of the law may result in repayment of three times the damages
suffered by the government and penalties from $5,500 to $11,000 per false claim. Collateral consequences of a violation of the False Claims Act include administrative penalties and possible exclusion
from participation in Medicare, Medicaid and other federal health care programs.

Health Insurance Portability and Accountability Act.In August 1996, Congress enacted the Health Insurance Portability and
Accountability Act of 1996
(HIPAA). Included within HIPAA's health care reform provisions are its "administrative simplification" provisions, which require that health care transactions be conducted in a standardized format,
and that the privacy and security of certain

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individually
identifiable health information be protected. Final rules for most of the administrative simplification subject areas have been published.

Final
rules covering "Standards for Electronic Transactions and Code Sets" were published on August 17, 2000, and set forth the standardized billing codes and formats that we must
use when conducting certain health care transactions and activities. Our ASCs are utilizing standard transactions and approved code sets, all in compliance with HIPAA.

On
December 28, 2000, as modified on May 31, 2002 and August 14, 2002, the DHHS published final rules addressing "Standards for Privacy of Individually Identifiable
Health Information" under HIPAA's administrative simplification provisions. Compliance with these rules was required by April 14, 2003. These rules create substantial compliance issues for all
"covered entities"which include health care providers, health plans and health care clearinghousesthat engage in regulated transactions and activities. Operations of our ASCs
are covered by the final rules. We believe our ASCs are in substantial compliance with these final rules.

Final
rules addressing the "Security Standards" under HIPAA's administrative simplification provisions were published on February 20, 2003. Compliance with these regulations was
required by April 21, 2005. We believe our ASCs are in compliance.

Violations
of HIPAA's administrative simplification provisions can result in civil penalties of up to $25,000 per person per year for each violation or criminal penalties of up to
$250,000 and/or up to 10 years in prison per violation.

State Law

Facility Licensure and Certificate of Need.We are required to obtain and maintain licenses from the state departments of health in
states where we
open, acquire and operate ASCs. We believe that we have obtained, and that we maintain, the necessary licenses in states where licenses are required. With respect to future expansion, we cannot assure
you that we will be able to obtain the required licenses without unreasonable expense or delay. In addition, we cannot assure you that we will be able to maintain licenses for all of our operating
ASCs. We believe our ASCs are in compliance with all applicable state licensure requirements, but we cannot guaranty that the state departments of health will continue to view our facilities as being
in compliance.

Some
states require a CON, prior to the construction or modification of an ASC or the purchase of specified medical equipment in excess of a dollar amount set by the state. We believe
that we have obtained the necessary CONs in states where a CON is required. However, we believe courts and state regulatory authorities generally have provided little clarification as to some of the
regulations governing the need for CONs. It is possible that a state regulatory authority could challenge our determination. With respect to our future development of new ASCs or expansion of existing
ASCs, we cannot assure you that we will be able to acquire a CON in all states where a CON is required.

Anti-Kickback Laws.In addition to the federal anti-kickback law, a number of states have enacted laws that prohibit payment
for referrals and other types of kickback arrangements. Some of these state laws apply to all patients regardless of their source of payment, while others limit their scope to patients whose care is
paid for by particular payors.

Self-Referral Laws.In addition to the federal Stark Law, a number of states have enacted laws that require disclosure of or prohibit
referrals by health care providers to entities in which the
providers have an investment interest or with which the providers have a compensation relationship. In some states, these restrictions apply regardless of the patient's source of payment.

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State Privacy Laws.Numerous states have enacted privacy laws that have similar objectives to the federal HIPAA privacy regulations.
These laws,
which vary from state to state, require that certain protective measures be taken in connection with the disclosure of a patient's identifying information.

State Security Breach Laws.The majority of states have enacted laws implementing specific requirements in the event that the personal
information of
a resident is compromised. Although these requirements vary from state to state, notification of security breaches to the state Attorney General and affected residents is often required. Notification
may be costly and time consuming and a failure to comply with these requirements may result in civil or criminal penalties. To the extent to which we own or maintain personal information, we may be
required to comply various state security breach laws.

Corporate Practice of Medicine.A number of states have enacted laws that prohibit, or have common law that prohibits, the corporate
practice of
medicine. These laws are designed to prevent interference in the medical decision-making process by anyone who is not a licensed physician. Application of the corporate practice of medicine
prohibition varies from state to state. Although we neither employ physicians nor provide professional medical services, we provide services to physicians in connection with their performance of
surgical procedures through laser services agreements and through our remaining management services agreements. To the extent any act or service to be performed by us is construed by a court or
enforcement agency to constitute the practice of medicine, we cannot be sure that a particular state court or enforcement agency may not construe our arrangements as violating that jurisdiction's
corporate practice of medicine doctrine. In such an event, we may be required to redesign or reformulate our relationships with these eye care professionals and there is a possibility that some
provisions of our agreements may not be enforceable.

Fee-Splitting Laws.The laws of some states prohibit providers from dividing with anyone, other than providers who are part of the same
group practice, any fee, commission, rebate or other form of compensation for any services not actually and personally rendered. Penalties for violating these fee-splitting statutes or
regulations may include revocation, suspension or
probation of a provider's license, or other disciplinary action. In addition, courts have refused to enforce contracts found to violate state fee-splitting prohibitions. The precise
language and judicial interpretation of fee-splitting prohibitions varies from state to state. Courts in some states have interpreted fee-splitting statutes to prohibit all
percentage of gross revenue and percentage of net profit management fee arrangements. Other state statutes only prohibit fee splitting in return for referrals. To the extent any of our contractual
arrangements are construed by a court or enforcement agency to violate the jurisdiction's fee-splitting laws, we may be required to redesign or reformulate our arrangements and there is a
possibility that some provisions of our agreements may not be enforceable.

Excimer Laser Regulation

Medical devices, including the excimer lasers used in our ASCs, are subject to regulation by the FDA. Medical devices may not be
marketed for commercial sale in the U.S. until the FDA grants pre-market approval for the device.

Failure
to comply with applicable FDA requirements could subject us or laser manufacturers to enforcement action, product seizures, recalls, withdrawal of approvals and civil and
criminal penalties. Further, failure to comply with regulatory requirements, or any adverse regulatory action, could result in a limitation on or prohibition of our use of excimer lasers.

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Government RegulationManagement Services

Our management services business and the operations of our affiliated providers are also subject to extensive and continuing regulation
by governmental entities at the federal, state and local levels. The following is a summary of the principal health care regulatory issues affecting our management services business, both with respect
to our affiliated providers and us:

Federal Law

Anti-Kickback Statute.As discussed above, there are safe harbor regulations to the federal anti-kickback statute. When
possible, we have attempted to structure our management services business and our relationships with our affiliated providers within a safe harbor. Some aspects of our management services business,
the business of our affiliated providers, and our relationships with our affiliated providers either do not meet the prescribed safe harbor standards, or relate to practices for which no safe harbor
standards exist. Because there is no legal requirement that
relationships fit within a safe harbor, a business arrangement that does not comply with the relevant safe harbor, or for which a safe harbor does not exist, does not necessarily violate the
anti-kickback statute.

Self-Referral Law.Our affiliated providers provide limited categories of designated health services, specifically, diagnostic
radiology
services, including A-scans and B-scans, and prosthetic devices, including eyeglasses and contact lenses furnished to patients following cataract surgery. We believe the
provision of these designated health services satisfies an exception to the Stark Law. In addition, compensation arrangements between our affiliated providers and their employers have historically
been structured to comply with the Stark Law.

Civil False Claims Act.The Federal Civil False Claims Act prohibits knowingly presenting or causing to be presented any false or
fraudulent claim
for payment by the government, or using any false or fraudulent record in order to have a false or fraudulent claim paid.

Health Insurance Portability and Accountability Act.The operations of our affiliated providers are covered by HIPAA. We have taken
actions to assist
our remaining affiliated providers with their HIPAA compliance efforts.

State Law

State Privacy Laws.State health information privacy laws may also apply to the activities of our affiliated providers. There is very
little guidance
regarding the application of these state privacy laws. We cannot be sure that the privacy measures taken by our affiliated providers will be construed as complying with these laws. In the event the
privacy measures taken by these professionals are deemed not to comply with a particular state's health privacy laws, we may need to incur significant time, effort and expense to establish compliance.

State Security Breach Laws.The majority of state security breach laws impose requirements both for persons who own personal
information and persons
who maintain personal information for the benefit of another person or entity. To the extent that we own or maintain personal information, we will need to comply with state security breach laws
governing its protection and any required procedures or notifications in the event that the personal information becomes compromised.

Corporate Practice of Medicine Laws.Although we neither employ doctors nor provide professional medical services, to the extent any
portion of the
comprehensive management services that we provide under our service agreements with our affiliated providers is construed by a court or enforcement agency to constitute the practice of medicine, our
service agreements provide that our obligations to perform the act or service is waived. We cannot be sure that a particular state court or enforcement agency may not construe our arrangements as
violating that jurisdiction's corporate practice of medicine doctrine. In such

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an
event, we may be required to redesign or reformulate our relationships with our affiliated providers and there is a possibility that some provisions of our service agreements may not be
enforceable.

Fee-Splitting Laws.We believe our management fee arrangements with our affiliated providers differ from those invalidated as unlawful
fee splits because they establish a flat monthly fee that is subject to adjustment based on the degree to which actual practice revenues or expenses vary from budget. However, there is some risk that
our arrangements could be construed by a state court or enforcement agency to run afoul of state fee-splitting prohibitions. Accordingly, all of our service agreements contain either a
reformation provision or a mechanism establishing an alternative fee structure, or both.

Discontinued Operations

On December 12, 2007, our Board of Directors approved a plan to close or sell three ASCs located in Laredo, Texas, Thibodaux,
Louisiana and Columbus, Georgia. The Board determined to close or sell two of these ASCs due to their continued unprofitability. The Board decided to close or sell the third facility located in
Thibodaux, Louisiana because of the facility's competitive position in the market, limited growth potential, and the lack of a succession plan for its sole surgeon in this rural area who is planning
to retire shortly. We have sold all three of these ASCs
and completed this plan in August 2008. The results of these ASCs are classified as discontinued operations for all periods presented.

Effective
November 1, 2005, we sold our 80% interest in our St. Joseph, Missouri ASC to our existing physician-partners. We sold our interest due to state licensure issues
unique to this ASC as well as its limited growth potential. The results of this ASC are classified as discontinued operations for all periods presented.

Item 1A.    Risk Factors

The following factors should be considered in evaluating our company and our business. These factors may have a significant impact on
our business, operating results and financial condition.

Risks Relating to Our Business



The current economic conditions in the United States, including the disruption in the financial markets that has severely reduced liquidity and credit
availability, may adversely affect our results of operations, our financial condition and our ability to pursue our growth strategy. The current economic recession and resulting unemployment could
result in fewer procedures being performed at our ASCs because patients may delay or cancel treatments. Further increases in unemployment if the economic recession continues could also result in fewer
individuals being covered by employer-sponsored health plans and more individuals being covered by lower paying government-sponsored programs such as Medicare and Medicaid. Adverse economic conditions
may also increase pressure on federal and state governments to contain or reduce reimbursements from Medicare, Medicaid and other programs. To the extent that commercial payors are adversely affected
by the economy, we may experience declines in commercial rates, a slow down in collections and a reduction in the amounts we expect to collect.

In
addition, if the current turmoil in the credit markets continues, we may face difficulty renewing our credit facility, which currently expires in February 2010. We have
$57.6 million outstanding under our credit facility as of March 4, 2009. Even if we are successful in renewing our credit facility, we will likely experience less favorable terms than
the terms we are currently enjoying. These revised terms will likely result in more limited borrowing availability and higher variable interest rates, which may limit our future acquisition and
development activity and make it more expensive. The current uncertainty around the refinancing of our credit facility will likely limit our ability to pursue acquisition and development activity

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in
2009 until we secure an extension with our lenders. Curtailing or eliminating our acquisition and development activities could adversely affect our financial results.



Our acquisition and development program requires substantial capital resources and the operations of our existing ASCs also require ongoing capital expenditures.
Our future capital requirements and the adequacy of our available funds will depend on many factors, including the timing and size of our acquisitions, development and expansion activities, the
capital requirements associated with our ASCs, the future cost of medical equipment and our ability to generate cash flow. If we identify favorable acquisition and development opportunities that
require additional resources, we may be required to incur additional indebtedness or issue equity securities in order to pursue these opportunities.

Our
current debt levels may limit our ability to use indebtedness to fund our growth. As of December 31, 2008, we had $57.1 million outstanding under our credit facility
which expires February 2010 and $75 million outstanding in 1.0% convertible senior subordinated notes due June 15, 2012. This high level of indebtedness, among other things, could limit
our ability to borrow additional funds or refinance our existing credit facility on favorable terms, if at all. Our indebtedness could also cause us to dedicate a substantial portion of our cash flow
from operations to the payment of principal and interest on our indebtedness, reducing the funds available for our operations and development activities. As our indebtedness has increased, the portion
of our borrowings at variable interest rates has also increased, which leaves us vulnerable to interest rate increases. Our degree of leverage also places us at a competitive disadvantage compared to
our competitors that have less debt. We could also fund our growth, or reduce our outstanding indebtedness, through the issuance of equity securities. To the extent any such equity financing is
available to us, it may be dilutive to our current equity holders.

Our
credit facility expires on February 5, 2010. Under its current terms, we have approximately $66 million of potential availability under the facility. However, we
anticipate our maximum borrowing availability under any refinanced credit facility to be lower due to the constrained credit markets.
Historically, our acquisition and development program required substantial capital resources. The operations of our existing ASCs also require ongoing capital expenditures.

The
capital and credit markets have been experiencing volatility and disruption for more than a year. In recent months, the volatility and disruption has reached unprecedented levels. In
some cases, the markets have produced downward pressure on stock prices and credit availability for certain issuers without regard to those issuers' underlying financial strength. If current levels of
market disruption and volatility continue or worsen, there can be no assurance that we will be able to obtain sufficient financing, refinance our existing credit facility or access capital, on terms
satisfactory to us or at all, which may curtail or eliminate our acquisition and development activities or cause us to experience a material adverse effect on our business, financial condition and
results of operations.



Government sponsored health care programs accounted for approximately 35% of our consolidated net revenue for the year ended December 31, 2008. The health
care industry is continuing to experience a trend toward cost containment as government and private third-party payors seek to contain reimbursement and utilization rates and to negotiate reduced
payment schedules with health care providers. These trends may result in a reduction from historical levels in per patient revenue received by our ASCs. Changes in Medicare payment rates have, in the
past, resulted in reduced payments to ASCs. Medicaid and other governmental and private insurance payments also could be affected to the extent that

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these
insurance companies use payment methodologies based on Medicare rates, or take actions independent of Medicare to revise payment methodologies.

On
January 1, 2008, pursuant to the Medicare Prescription Drug, Improvement, and Modernization Act of 2003 (referred to as the "Medicare Modernization Act"), the Centers for
Medicare and Medicaid Services ("CMS") began implementing a new methodology for determining Medicare payment rates for ASCs. When CMS implemented these revised rates, payment amounts for most
procedures furnished by our ASCs changed, in some cases significantly. Payment for some high-volume procedures, such as cataract extraction, increased, while payment for others, such as
YAG laser capsulotomy and gastroenterology procedures, decreased. CMS is implementing the new methodology over four years. During 2008, subject to transition year rules and other adjustments, ASCs
generally were paid approximately 65 percent of what comparably situated hospitals were paid for the same service. In 2009, subject to transition year rules and other adjustments, ASCs
generally will be paid only 61 percent of hospital reimbursement for the same services. Procedures that were approved for payment in the ASC setting prior to 2008 may be paid more or less than
61 percent of the hospital rate. The
percentage relationship between ASC and hospital payment rates will continue to fluctuate from year-to-year as CMS annually recalculates the conversion factors and applies
budget neutrality and inflation adjustments. Consequently, we expect Medicare payments for most procedures furnished by our ASCs to fluctuate annually, and in some cases significantly. To the extent
the amount that Medicare pays ASCs for procedures fluctuates, potential revenues likewise could fluctuate and decline. Many private payors utilize Medicare payment schedules or shadow price Medicare
payments. Consequently, changes to Medicare payments also could negatively affect revenues available from non-Medicare patients.

In
addition, payments for certain services commonly furnished in a physician office, or "office-based" procedures are capped at the amount Medicare pays physicians as a technical
component when the services are furnished in the office setting. As such, payments for many procedures commonly furnished in our ASCs are well below the payment a hospital would receive for the same
procedure. Approximately 350 procedures (10 percent of covered procedures) are currently designated as "office-based." To the extent that we furnish a substantial number of "office-based"
procedures, revenues could be negatively impacted.

Further,
the Medicare Modernization Act provides that there shall be no inflation update to Medicare ASC rates during calendar years 2005 through 2009. This provision expires at the end
of 2009. However, Congress could act to extend this provision or otherwise constrain payments to ASCs. If so, the gap between Medicare payments to our facilities and hospitals for comparable
procedures likely would continue to widen, and our ASCs could be paid even less than hospitals than they currently are.

Under
current regulations, ASC Covered Procedures,i.e.,those for which a facility fee is provided by the Medicare program, are
those procedures specifically approved by CMS. CMS develops and maintains a listing of ASC Covered Procedures (defined by HCPCS Code). A facility fee is available only for listed procedure codes. At
present, approximately 3,500 procedures are approved for payment in the ASC setting. CMS is required by law to update the list of ASC Covered Procedures every two years. Although CMS recently has
updated the list of ASC Covered Procedures annually, CMS has occasionally disregarded this requirement and failed to update the list. There is a risk that CMS will continue to occasionally disregard
this statutory requirement, and not update the list of ASC Covered Procedures as required by law. On November 26, 2004, CMS proposed to delete 100 procedures from the list of ASC Covered
Procedures, including many procedures that are commonly furnished in ASC settings. Although CMS ultimately decided in May 2005 to delete only five of the proposed 100 procedures, CMS could again
propose and ultimately decide to substantially reduce the number of procedures for which Medicare will pay an ASC facility fee, a change that could affect the financial viability of our business. To
the extent that any procedures performed at our ASCs are deleted from the list of ASC Covered Procedures, it could negatively and materially affect our revenue and business.

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Considerable
uncertainty surrounds the future determination of Medicare reimbursement levels for ambulatory surgical services. Services reimbursable under the Medicare program are
subject to legislative change, administrative rulings, interpretations, discretion, governmental funding restrictions and requirements for utilization review. Such matters, as well as more general
governmental budgetary concerns, may significantly reduce payments made to ASCs under this program, and there can be no assurance that future Medicare payment rates will be sufficient to cover the
costs of, or cost increases in, providing services to Medicare patients. These uncertainties are compounded as a result of President Barack Obama's initiatives on potential health care reform. We
cannot predict what legislative or regulatory proposals will be adopted or the effect such proposals may have on our business and us. The pendency or adoption of such proposals could have a material
adverse effect on us.

Revenue
from laser vision correction procedures comprised approximately one percent of our surgical facilities net revenue for the year ended December 31, 2008. The market for
providing laser vision correction and other refractive surgery procedures continues to be highly competitive. In response, many of our competitors are offering laser vision correction or other
refractive surgery services at lower prices than the prices we charge. If price competition continues, however, we may choose or be forced to lower the facility fees we charge in our surgical
facilities. If we lower our fees, we could experience reductions in our revenue, profitability and cash flow.

As
we develop and acquire more multi-specialty ASCs, we anticipate that the percentage of our surgical facilities net revenue derived from governmental payors such as Medicare will
decrease while reimbursements from private third party payors will increase. Given this changing payor mix, our success will depend on our ability to negotiate favorable contracts with private third
party payors. Even though our relative dependence on Medicare reimbursements may decrease, our revenue from private third party payors could be negatively affected by any adverse Medicare changes
because many private third party payors tie their reimbursement levels to Medicare rates.



The success of our business depends on our relationship with, and the success and efforts of, the physicians who perform surgical procedures at our ASCs. Our
physician partners may perform surgical procedures at other facilities or hospitals, are not required to use our ASCs and may choose not to perform procedures at our ASCs. Our revenue and
profitability would decline if our relationship with key physicians deteriorated or those physicians reduced or eliminated their use of our ASCs. In addition, our business and reputation could be
damaged if the physicians who use our ASCs fail to provide quality medical care or follow required professional guidelines at our facilities.

In
addition, co-owning ASCs with physicians may create additional regulatory risk. See "Government RegulationFederal LawAnti-Kickback
Statute."

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Our growth strategy is focused on growing our existing ASCs and acquiring or developing new ASCs in a cost-effective manner. We may not experience an
increase in surgical procedures at our existing or future ASCs. We may not be able to achieve the economies of scale and patient base, or provide the business, administrative and financial services
required to grow or sustain profitability in our existing and future ASCs. Newly acquired or developed facilities may generate losses or experience lower operating margins than our more established
facilities, or they may not generate returns that justify our investment.

The
market for ASC acquisitions continues to be competitive, and most potential targets often have multiple bidders. This bidding process often results in increased purchase prices and
less favorable transaction terms. We may not be able to identify suitable acquisition or development targets, successfully negotiate the acquisition or development of these facilities on satisfactory
terms, or have the access to adequate capital to finance these endeavors.

We
anticipate that we will fund the acquisition and development of future ASCs from cash generated from our operations and amounts borrowed under our credit facility. The maximum
commitment available under our credit facility is currently $125 million. Our current credit facility expires on February 5, 2010. As of March 4, 2009, we have approximately
$66 million of potential availability under our credit facility. The current uncertainty around the refinancing of our credit facility will likely limit
our ability to pursue acquisition and development activity in 2009 until we secure an extension with our lenders or refinance the facility.

If
we are unable to successfully implement our growth strategy or manage our growth effectively, our business, financial condition and results of operations could be adversely affected.



Under the net share settlement feature of the Convertible Notes, we are required to repay the principal portion of the Convertible Notes in cash. Our business and
growth strategy, including our ability to finance the acquisition and development of new ASCs, could be negatively impacted if we do not have sufficient financial resources, or are not able to arrange
suitable financing, to pay the required amounts upon conversion or tender of the Convertible Notes.



Our growth strategy includes increasing our revenue and earnings by increasing the number of procedures performed at our ASCs. Because we do not anticipate price
increases from third party payors and given that we may face further reimbursement pressures, our operating margins will be adversely affected if we do not increase the revenue and procedure volume of
our existing ASCs to offset increases in our operating costs. We seek to increase procedure volume and revenue at our ASCs by increasing the number of physicians performing procedures at our
facilities, obtaining new or more favorable managed care contracts, improving patient flow at our centers and achieving operating efficiencies. We may not be successful in these endeavors.

We
acquired ten ASCs in 2006, two ASCs in 2007 and three ASCs in 2008. Our business strategy contemplates us continuing to acquire and develop more ASCs in the future. Our growth has
placed, and will continue to place, increased demands on our employees, business systems and other resources. Continued expansion of our operations will require substantial financial resources and
management attention. To accommodate our past and anticipated future growth, we will need to continue to implement

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and
improve the management and operation of our business systems and to expand, train, manage and motivate our employees. Our operating results could suffer if we do not properly manage our growth.



Competitors with substantially greater financial, technical, managerial, marketing and other resources and experience may compete more effectively than us. We
compete with other businesses, including ASC companies, hospitals, individual physicians, other ASCs, laser vision correction centers, eye care clinics and providers of retail optical products.
Competitors with substantially greater resources and less debt than us may be more successful in acquiring and developing surgical facilities. In recent years, we have seen hospitals becoming much
more active in competing with us for the acquisition and development of ASCs. Hospitals and other ASCs may also be more successful in attracting physicians to utilize their facilities. Our optical
laboratories and optical products purchasing organization also face competition on national, regional and local levels. Companies in other health care industry segments, including managers of
hospital-based medical specialties or large group medical practices, may become competitors in providing ASCs and surgical equipment, as well as competitive eye care related services. Competition for
retaining the services of highly qualified medical, technical and managerial personnel is significant.

We
also face competitive pressures from local hospitals. In addition to competing for patients, physician relationships and ASC acquisition opportunities, ASCs are often required by
Medicare and certain state laws to maintain a written transfer agreement with an area hospital. A transfer agreement provides that a hospital will accept an ASC's patient in the event of an emergency.
Generally, we have not encountered problems obtaining transfer agreements from area hospitals. In limited instances, however, we have observed hospitals resisting entering into transfer agreements for
what we believe to be competitive reasons. While there often are alternatives for ASCs to comply with federal and state regulations without a transfer agreement, competitive pressures from hospitals
may make it more difficult and/or expensive for our ASCs to maintain their licensure and/or Medicare certification.



We are subject to extensive government regulation and supervision under federal, state and local laws and regulations. Many of these laws and regulations are
subject to varying interpretations, and courts and regulatory authorities generally have provided limited clarification. Moreover, state and local laws and interpretations vary from jurisdiction to
jurisdiction. As a result, we may not always be able to accurately predict interpretations of applicable law, and federal and state authorities could challenge some of our activities, including our
co-ownership of ASCs with physicians and other investors. If any of our activities are challenged, we may have to divert substantial time, attention and resources from running our business
to defend our activities against these challenges, regardless of their merit. If we do not successfully defend these challenges, we may face a variety of adverse consequences,
including:



Any
of these results could impair our sources of revenue and our profitability and limit our ability to grow our business.

For
example, the federal anti-kickback statute prohibits the knowing and willful solicitation, receipt, offer or payment of any direct or indirect remuneration in return for
the referral of patients or the

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ordering
or purchasing of items or services payable under Medicare, Medicaid or other federal health care programs. This statute is very broad and Congress directed the DHHS to develop regulatory
exceptions, known as safe harbors, to the statute's referral prohibitions. While we have attempted to structure the ownership and operation of our ASCs within a safe harbor, we do not satisfy all of
the requirements. Because there is no legal requirement that relationships fit within a safe harbor, a business arrangement that does not comply with the safe harbor, or for which a safe harbor does
not exist, does not necessarily violate the anti-kickback statute.

Presently,
despite the fact that we do not fit within a safe harbor, we believe that our ownership and operation of ASCs complies with the anti-kickback statute. However,
existing interpretations or enforcement of the federal anti-kickback statute or other applicable federal or state laws and regulations could change. If so, violations of the
anti-kickback statute or other laws may result in substantial civil and criminal penalties and exclusion from participation in Medicare, Medicaid and other federally funded programs.

On
June 19, 2007, the Inspector General for the DHHS posted Advisory Opinion No. 07-05. In this Advisory Opinion, the Inspector General declined to grant a
favorable opinion to an arrangement in which a hospital proposed to purchase a subset of the units held in the ASC by two of the largest users of the ASC. The Inspector General stated that while none
of the elements of the arrangement necessarily indicated fraud or abuse, it could not conclude that the difference in the cost of capital acquisition between the hospital and the physician owners was
not related to the business generated by the owners for the ASC or the hospital. Although we cannot predict the ultimate application of this opinion and its impact on our business, based on the
guidance that is available we believe that our joint ownership arrangements comply with the anti-kickback law.

In
addition, there also is a material risk that Congress, CMS or the states could revise physician ownership and referral laws in a manner that could prohibit or limit physician
ownership of ASCs. In December 2003, Congress enacted legislation imposing an 18-month moratorium on physician referrals to certain categories of hospitals, i.e., those classified
as "specialty hospitals" under the law, if the physician has an ownership interest in the entity. This moratorium expired in June 2005. While this legislation applied only to hospitals, and not to
ASCs, future actions by either Congress or CMS to extend or possibly expand the scope of the moratorium potentially could prohibit or limit physician ownership of ASCs. Additionally, several states
are considering limits on physician ownership in and referrals to specialty hospitals, and a few are considering similar limitations on physician ownership in and referrals to ASCs. In New Jersey, a
state court in November 2007 ruled that physicians who refer their patients to an ASC in which they have an ownership interest, violate the New Jersey Codey Act's ban against
self-referrals. The court's ruling, if not overturned, could force many ASCs in New Jersey to limit referrals from physician owners and return payments received pursuant to prohibited
referrals. To the extent that Congress, CMS or any of the states act to prohibit or limit physician ownership of ASCs, the investment structure of our ASCs could be affected.

Our
limited liability company agreements and limited partnership agreements pursuant to which we own our ASCs provide that if certain laws and regulations change, or the interpretation
and/or enforcement of such laws and regulations change, we may have to purchase some or all of the equity interests in our ASCs owned by physicians. The regulatory changes that could trigger this
repurchase include it becoming: (i) illegal for a physician to own an equity interest in one of our ASCs; (ii) illegal for physician-owners in our ASCs to refer Medicare or other
patients to the facility; or (iii) substantially likely that the receipt by physician-owners of cash distributions from the limited liability company or partnership will be illegal. The cost of
repurchasing these equity interests would be substantial. We may not have sufficient capital resources to fund these obligations, and it may trigger the need to procure additional debt or equity
financing. To the extent any such financing was available to us, it may be on terms that reduce our earnings or are dilutive to our current equity holders. While we attempt to structure these purchase

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obligations
as favorable as possible to us, the triggering of these obligations could have a significantly negative effect on our financial condition and business prospects.

Furthermore,
on October 30, 2008, CMS posted a final rule substantially revising the Medicare ASC Conditions for Coverage ("CfCs"). These changes will take effect on
May 18, 2009 and impose significant new regulatory burdens on ASCs and may constrain the range of services we offer. Moreover, it is possible that changes to our facilities and operations may
not be sufficient to be in compliance with new Medicare conditions, in which case some or all of our ASCs may be forced to disenroll from the Medicare program. Many governmental and private payors
require Medicare certification as a condition to participate in their payment plans. Any ASC not enrolled in Medicare may likewise be precluded from enrolling in other governmental and private payor
plans. Such exclusion would have a material negative effect on our business.



Most states require licenses to own and operate ASCs, and some states require a CON to construct or modify an ASC. Several states recently have been revising
licensure and CON laws in a manner that makes it more difficult to develop or relocate ASCs. If we are unable to procure the appropriate state licensure approvals, or if we are unable to obtain a CON
in states with CON laws, then we may not be able to acquire or construct a sufficient number of ASCs, or to expand the scope of services offered in our existing ASCs, to achieve our growth strategy.
Procuring these approvals could take considerable time, effort and expense, and may result in delays in opening new or modified facilities. Moreover, if we are unable to maintain good relations with
the landlords of our ASCs, we may be forced to relocate a facility from time to time. If we are forced to relocate a facility, we may incur substantial costs in building out and furnishing our new
location. In addition, depending on the state, we may also have difficulty obtaining the necessary state licensure and CON approvals to relocate the facility. See "Government
RegulationState Law."



Although we conduct extensive due diligence prior to acquiring an ASC and are generally indemnified by the sellers, our acquisitions could subject us to claims,
suits or liabilities relating to unknown or contingent liabilities or from incidents occurring prior to our acquisition of the facility. If we incur these liabilities and are not indemnified or
insured for them, our operating results and financial condition could be adversely affected.



Adoption of new technologies that may be comparable or superior to existing technologies for surgical equipment could reduce the amount of the facility fees we
receive from physicians who use our surgical facilities, or the amount of revenue derived from our laser services agreements. Reduction of these sources of revenue could decrease our profitability. We
also may have to expend significant capital resources to deploy new technology and related equipment to remain competitive. Our inability to provide access to new and improving technology could deter
physicians from using our surgical facilities or equipment.



Our success depends, in part, on the services of key management personnel, including Thomas S. Hall our President, Chief Executive Officer and Chairman of the
Board, Scott T. Macomber, our Executive Vice President and Chief Financial Officer, and Graham B. Cherrington, our Executive Vice President of Operations. We do not know of any reason why we might be
likely to lose the services of any of these

21

---



officers.
However, in light of the role that each of these officers is expected to play in our future growth, if we lost the services of any of these officers, we believe that our business could be
adversely affected.



The provision of surgical services entails the potentially significant risk of physical injury to patients and an inherent risk of potential malpractice, product
liability and other similar claims. Our insurance may not be adequate to satisfy claims or protect us and this coverage may not continue to be available at acceptable costs. A partially or completely
uninsured claim against us could reduce our earnings and working capital.

Our
insurance policies are generally renewed on an annual basis. Although we believe we will be able to renew our current policies or otherwise obtain comparable professional liability
coverage, we have no control over the potential costs to renew. Increases in professional liability and other insurance premiums will negatively affect our profitability.



Intangible assets, primarily in the form of goodwill, represent a significant portion of our total assets. At December 31, 2008, intangible assets
represented approximately 79% of total assets and 274% of stockholders' equity. The intangible asset value represents the excess of cost over the fair value of the separately identifiable net assets
acquired in connection with our acquisitions and affiliations. The value of these assets may not be realized. We regularly, and at least annually, evaluate whether events and circumstances have
occurred that indicate all or a portion of the carrying amount of the asset may exceed its fair value, in which case an impairment charge to earnings may become necessary. If, in the future, we
determine that our intangible assets have suffered an impairment that requires us to write off a portion of the asset due to a change in events or circumstances, this write-off could
significantly reduce our total assets and we could incur a substantial charge to earnings, as well as be in default under one or more covenants in our credit facility.



Numerous federal regulations have been adopted under the HIPAA. We have taken actions in an effort to establish our compliance with HIPAA's privacy regulations,
and we believe that we are in substantial compliance with HIPAA's privacy regulations. These actions include having our ASCs and affiliated providers implement new HIPAA-compliant policies and
procedures, conducting employee HIPAA
training, identifying "business associates" with whom we need to enter into HIPAA-compliant contractual arrangements and various other measures. Ongoing implementation and oversight of these measures
involves significant time, effort and expense.

Other
federal regulations adopted under HIPAA require that our affiliated providers and us be capable of conducting certain standardized health care transactions, including billing and
other claims transactions. We have undertaken significant efforts, involving substantial time and expense, to assure that our ASCs and affiliated providers can submit transactions in compliance with
HIPAA. We anticipate that continuing time and expense will be required to maintain the ability to submit HIPAA-compliant transactions, and to make sure that newly- acquired ASCs can submit
HIPAA-compliant transactions.

In
addition, compliance with the HIPAA security regulations require ASCs and other covered entities to implement reasonable technical, physical and administrative security measures to
safeguard protected health information maintained, used and disclosed in electronic form. We have taken actions in an effort to establish our compliance with HIPAA's security regulations, and we
believe that we are in substantial

22

---



compliance
with HIPAA's security regulations. Ongoing implementation and oversight of these measures involves significant time, effort and expense.

HIPAA
violations could expose us to civil penalties of up to $25,000 per person per year for each violation or criminal penalties with fines of up to $250,000 and/or up to
10 years in prison per violation.

Risks Relating to our Common Stock



After giving effect to the convertible note hedge and warrant transactions that we entered into in connection with our convertible note offering in June 2007, the
conversion of some or all of our 1.0% convertible senior subordinated notes due June 15, 2012 (the "Convertible Notes") may dilute the
ownership interests of our existing stockholders. With the net share settlement feature of the Convertible Notes, upon conversion we will deliver cash instead of shares to repay the principal amount
of the Convertible Notes. At the time of conversion we may elect to finance all or a portion of this $75 million through the issuance of equity securities which may be dilutive to our current
equity holders and could adversely affect the market price of our common stock. If at the time of conversion our share price exceeds the conversion price of $6.371 per share, we have the option of
funding such excess residual value with shares of our common stock or cash. Pursuant to the note hedge transaction, Deutsche Bank AG London is required to deliver to us those shares of our common
stock necessary to cover the residual value of any excess over $6.371 per share. To the extent our share price exceeds $8.31 per share, then pursuant to the warrant transaction, we will be required to
deliver shares of our common stock representing the value of the warrants in excess of $8.31 per share. In addition, if a "qualifying fundamental change" occurs prior to maturity of the Convertible
Notes, the conversion rate will be increased by an additional number of shares of common stock as provided for in the indenture governing the Convertible Notes. This additional issuance of common
stock pursuant to these warrants may also be dilutive to our current equity holders and could adversely affect the prevailing market prices of our common stock. In addition, the existence of the
Convertible Notes and the related convertible note hedge and warrant transactions may encourage short selling by market participants because the conversion of the Convertible Notes could depress the
price of our common stock.



In connection with the issuance of the Convertible Notes, we entered into a privately negotiated convertible note hedge transaction with Deutsche Bank AG London,
which is expected to reduce the potential dilution to our common stock upon any conversion of the Convertible Notes. We also entered into a warrant transaction with Deutsche Bank AG London with
respect to our common stock pursuant to which we may issue shares of our common stock. In connection with hedging these transactions, Deutsche Bank AG London or its affiliates were expected to enter
into various over-the-counter derivative transactions with respect to our common stock at, and possibly after, the pricing of the Convertible Notes and may have purchased or
may purchase shares of our common stock in secondary market transactions following the pricing of the Convertible Notes. These activities could have had, or could have, the effect of increasing the
price of our common stock. Deutsche Bank AG London or its affiliates are likely to modify their hedge positions from time to time prior to conversion or maturity of the Convertible Notes by purchasing
and selling shares of our common stock, other of our securities or other instruments it may wish to use in connection with such hedging. The effect, if any, of any of these transactions and activities
on the market price of our common stock or the Convertible Notes will depend in part on market conditions and cannot be ascertained at this time, but any of these activities could adversely affect the
value of our common stock (including during any period used to determine the amount of consideration deliverable upon conversion of the Convertible Notes).

23

---





The terms of the Convertible Notes require us to purchase the Convertible Notes for cash in the event of a fundamental change. A takeover of our company would
trigger the requirement that we purchase the Convertible Notes. This may have the effect of delaying or preventing a takeover of our company that would otherwise be beneficial to investors.



During 2008, the market price of our common stock was volatile, fluctuating from a high trading price of $5.01 to a low trading price of $2.57 per share. Our
results of operations have varied and may continue to fluctuate from quarter to quarter. We have a high level of fixed operating costs, including compensation costs and rent. As a result, our
profitability depends to a large degree on the volume of surgical procedures performed in, and on our ability to utilize the capacity of, our surgical facilities.

The
timing and degree of fluctuations in our operating results will depend on several factors, including:



These
kinds of fluctuations in quarterly operating results may make it difficult for you to assess our future results of operations and may cause a decline or volatility in our stock
price.



We have never declared or paid any dividends and our credit agreement prohibits payment of dividends on our common stock. We anticipate that we will not declare
dividends at any time in the foreseeable future. Instead we will retain earnings for use in our business. As a result, your return on an investment in our stock likely will depend on your ability to
sell our stock at a profit.

In
addition, the stock market has, from time to time, experienced extreme price and volume fluctuations. These broad market fluctuations may adversely affect the market price of our
common stock.

Item 1B.    Unresolved Staff Comments

None.

24

---





Item 2.    Properties

We do not own any real property except for one of our ASCs, which owns the underlying real estate. We generally lease space for our
corporate offices, our ASCs and our product sales operations, all of which are located in 21 states. As part of our management services business, we also lease the clinics of our affiliated providers.
In some cases, these facilities are leased from related parties. See "Item 13Certain Relationships and Related Transactions." Our corporate offices currently consist of 9,993
square feet in Chicago, Illinois, 14,400 square feet in Roswell, Georgia, and 7,600 square feet in Des Plaines, Illinois.

The
terms and conditions of our real property leases vary. The forms of lease range from "modified triple net" to "gross" leases, with terms generally ranging from
month-to-month to ten years, with certain leases having multiple renewal terms exercisable at our option. Generally, our ASCs and eye care clinics are located in medical
complexes, office buildings or free-standing buildings. The square footage of these offices range from 2,157 square feet to 13,100 square feet, and the terms of these leases have
expiration dates ranging from July 31, 2009 to July 31, 2017. Depending on state licensing and certificate of need issues, relocating or expanding the space in any of our ASCs may
require state regulatory approval.

The
following is a list of our 37 ASCs as of March 15, 2009 (excluding our Fort Lauderdale, Florida ASC that we plan to divest):

Location

Number of
Operating
Rooms

Our Ownership Percentage

SpecialtyJonesboro, AR

2


51
%
OphthalmologyWhittier, CA

2


51
%
MultispecialtyColorado Springs, CO

2


51
%
OphthalmologyDenver, CO

1


51
%
OphthalmologyGainesville, FL

2


51
%
OphthalmologyLake Worth, FL

2


60
%
OphthalmologyOrlando, FL

4


70
%
OrthopedicSebring, FL

2


51
%
MultispecialtyAtlanta, GA

2


100
%
OphthalmologyChicago, IL

1


69.5
%
OphthalmologyMaryville, IL

1


77
%
OphthalmologyOak Lawn, IL

4


51
%
MultispecialtyRiver Forest, IL

2


51
%
OphthalmologyMerrillville, IN

2


51
%
OphthalmologyNew Albany, IN

2


67.5
%
OphthalmologyNew Albany, IN

2


51
%
Pain ManagementOverland Park, KS

3


51
%
OphthalmologyBaton Rouge, LA

4


51
%
Pain ManagementBerkley, MI

2


51
%
OphthalmologyKalamazoo, MI

4


62.5
%
MultispecialtyFlorissant, MO

1


100
%
OphthalmologyKansas City, MO

2


51
%
OphthalmologySt. Peters, MO

2


54
%
MultispecialtyWarrensburg, MO

2


51
%
OphthalmologyFremont, NE

1


51
%
MultispecialtyBedford, NH

1


51
%
OphthalmologyNashua, NH

2


51
%
OphthalmologySandusky, OH

1


60
%
OphthalmologyBethlehem, PA

2


65
%
MultispecialtyLebanon, PA

3


65
%
Multispecialty


25

---



Location

Number of
Operating
Rooms

Our Ownership Percentage

SpecialtyChattanooga, TN

1


57
%
OphthalmologyCleveland, TN

2


65
%
MultispecialtyDallas, TX

3


65
%
MultispecialtySan Antonio, TX

2


55
%
OphthalmologyTyler, TX

2


60
%
OphthalmologyRichmond, VA

1


51
%(1)
OphthalmologyMadison, WI

2


51
%
Ophthalmology


---

Item 3.    Legal Proceedings

We are not a party to any lawsuits or administrative actions pending, or to our knowledge, threatened, which we would expect to have a
material adverse effect upon our business, financial condition or results of operations.

Item 4.    Submission of Matters to a Vote of Security Holders

We did not submit any matter to a vote of our security holders during the fourth quarter of 2008.

26

---





PART II

Item 5.    Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Price Range of Common Stock

Since August 18, 1999, our common stock has traded on the NASDAQ Global Select Market under the symbol NOVA. The following table
sets forth, for the periods
indicated, the range of high and low sale prices for our common stock on the NASDAQ Global Select Market:

High

LowFiscal year ended December 31, 2008:Fourth Quarter

$
4.85

$
2.57Third Quarter

$
5.01

$
3.05Second Quarter

$
4.80

$
3.60First Quarter

$
4.37

$
2.76Fiscal year ended December 31, 2007:Fourth Quarter

$
5.73

$
4.10Third Quarter

$
6.25

$
4.22Second Quarter

$
7.75

$
5.43First Quarter

$
7.91

$
6.01


On
March 10, 2009, the last reported sale price of our common stock was $1.85, and there were 263 holders of record of our common stock. This figure does not include the number of
individual beneficial holders of securities that are held in the "street name" of a securities dealer. The quotations listed above do not reflect retail mark-ups or commissions and may not
necessarily represent actual transactions.

Dividends

We have never paid a cash dividend on our common stock. We plan to retain all future earnings to finance the development and growth of
our business for the foreseeable future. Therefore, we do not currently anticipate paying any cash dividends on our common stock. Any future determination as to the payment of dividends will be at our
Board of Directors' discretion and will depend on our results of operations, financial condition, capital requirements and other factors our Board of Directors considers relevant. Moreover, our
$125 million credit facility prohibits the payment of dividends on our common stock.

27

---



Purchases of Equity Securities

Issuer Purchases of Equity Securities(1)Period

Total
Number of
Shares
Purchased

Average
Price Paid
per Share

Total Number
of Shares
Purchased as
Part of
Publicly
Announced
Plans or
Programs

Approximate
Dollar Value of
Shares that May
Yet Be
Purchased
Under the Plan
or Programs(2)10/01/200810/31/2008


238,569

$
3.73


238,569

$
6,707,00011/01/200811/30/2008


1,249,200

$
3.61


1,249,200

$
2,192,00012/01/200812/31/2008


321,293

$
3.31


321,293

$
1,129,000Total


1,809,062

$
3.54


1,809,062

$
1,129,000


---

28

---





Item 6.    Selected Financial Data

The consolidated statement of operations data set forth below for the years ended December 31, 2008, 2007 and 2006 and the
balance sheet data at December 31, 2008 and 2007, are derived from our audited consolidated financial statements which are included elsewhere herein. The consolidated statement of operations
data set forth below with respect to the years ended December 31, 2005 and 2004 and the consolidated balance sheet data at December 31, 2006, 2005 and 2004 are derived from our audited
financial statements which are not included in this Form 10-K.

The
data set forth below should be read in conjunction with the consolidated financial statements and related notes and "Management's Discussion and Analysis of Financial Condition and
Results of Operations" included elsewhere herein.

Year Ended December 31,2008

2007

2006

2005

2004(in thousands, except per share and Other Data)Consolidated Statement of Operations Data:(a)(b)(c)Net revenue

$
141,220

$
128,621

$
104,256

$
78,402

$
61,497Operating income

$
35,883

$
31,510

$
23,031

$
16,193

$
10,441Income from continuing operations

$
9,325

$
5,932

$
5,536

$
5,252

$
1,934Income from continuing operations per basic share

$
0.38

$
0.25

$
0.24

$
0.24

$
0.09Income from continuing operations per diluted share

$
0.37

$
0.24

$
0.22

$
0.22

$
0.08Other Data:(a)(c)(d)ASCs operated at end of period


37


34


32


24


21Number of surgical procedures performed


141,529


129,387


96,161


70,441


54,633




As of December 31,2008

2007

2006

2005

2004(in thousands)Consolidated Balance Sheet Data:(a)(c)Working capital

$
12,136

$
18,438

$
10,240

$
6,669

$
1,928Total assets


251,421


195,704


160,547


97,162


76,787Total debt, excluding current portion


140,915


101,176


61,112


17,244


5,182Total stockholders' equity


72,503


65,173


68,116


58,675


50,821


---

Notes:

29

---



Item 7.    Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis presents our consolidated financial condition at December 31, 2008 and 2007 and the
results of operations for the years ended December 31, 2008, 2007 and 2006. You should read the following discussion together with the "Selected Financial Data," our consolidated financial
statements and the related notes and other financial data contained elsewhere in this annual report. In addition to the historical information provided below, we have made certain estimates and
forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated or implied by these estimates and forward-looking statements as a
result of certain factors, including those discussed in the section captioned "Risk Factors," the introductory paragraph to Part I, and elsewhere in this Form 10-K.

Overview

We consider our core business to be the ownership and operation of ambulatory surgery centers (ASCs). As of December 31, 2008,
we owned and operated 37 ASCs of which 35 were jointly owned with physician-partners. We also own a 25% equity interest in an ASC that we plan to divest. We also own other businesses including an
optical laboratory, an optical products purchasing organization, and marketing products and services businesses and provide management services to two eye care practices.



ASC Strategy.We measure the success of our ASC strategy based on our ability to achieve or exceed the following key
objectives:



In
addition to the above key ASC objectives, our overall strategy also includes maintaining a strong balance sheet, continuing to grow the other segments of our business, and attracting
and retaining employees to help us achieve our growth objectives.

30

---



Uncertainties Entering 2009

The current economic conditions in the United States, including the disruption in the financial markets that has severely reduced
liquidity and credit availability, may adversely affect our results of operations, our financial condition and our ability to pursue our growth strategy.



Critical Accounting Policies and Estimates

Management's discussion and analysis of financial condition and results of operations are based upon our consolidated financial
statements, which have been prepared in accordance with accounting principles generally accepted in the U.S. The preparation of these financial statements requires us to make estimates and judgments
that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures. On an ongoing basis, we evaluate our estimates and judgments based on historical experience and
various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.

We
annually review our financial reporting and disclosure practices and accounting policies to ensure that our financial reporting and disclosures provide accurate and transparent
information relative to the current economic and business environment. We believe that of our significant accounting policies (see

31

---



Note 2
in the Notes to Consolidated Financial Statements), the following policies involve a higher degree of judgment and/or complexity.

Revenue Recognition and Accounts Receivable, Net of Allowances.Revenue from surgical procedures performed at our surgical
facilities and patient
visits to our eye care practices, net of contractual allowances and a provision for doubtful accounts, is recognized at the time the service is performed. The contractual allowance is the difference
between the fee we charge and the amount we expect to be
paid by the patient or the applicable third-party payor, which includes Medicare and private insurance. We base our estimates for the contractual allowance on the Medicare reimbursement rates when
Medicare is the payor, our contracted rate with other third party payors or our historical experience when we do not have a specific Medicare or contracted rate. We base our estimate for doubtful
accounts on the aging category and our historical collection experience. While we believe that our contractual allowances are appropriate, if our actual contractual adjustments or bad debts differ
from our estimates, our results of operations may be affected. During the years ended December 31, 2008, 2007 and 2006, we had no significant adjustments to contractual allowances related to
prior periods. Our optical products purchasing organization negotiates buying discounts with optical product manufacturers. The buying discounts and any handling charges billed to the members of the
purchasing organization represent the revenue recognized. Product sales revenue from our optical laboratories and marketing products and services businesses, net of an allowance for returns and
discounts, is recognized when the product is shipped or service is provided to the customer. We base our estimates for sales returns and discounts on historical experience and have not experienced
significant fluctuations between estimated and actual return activity and discounts given.

Accounts
receivable have been reduced by the reserves for estimated contractual allowances and doubtful accounts noted above.

Asset impairment.In assessing the recoverability of our fixed assets, goodwill and other noncurrent assets, we consider changes
in economic
conditions and make assumptions regarding estimated future cash flows and other factors. If these estimates or their related assumptions change in the future, we may be required to record impairment
charges.

Our
reported goodwill represents a significant portion of our total assets. We test goodwill for impairment in accordance with Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible
Assets, annually and/or when factors indicating impairment are present. In conducting our impairment analysis, we utilize
a market comparable and discounted cash flow approach. Differences in assumptions used under this approach could have a significant impact on the determination of the fair value of our reporting
units. We currently believe we have adequate support for the carrying value of our goodwill based on assumptions used in our impairment analysis. However, the analysis requires significant judgments
and estimates to be made by management. We cannot predict the occurrence of certain future events that might adversely affect the reported value of goodwill. We will continue to perform a goodwill
impairment test on an annual basis and on an interim basis if indicators of impairment exist. As additional information becomes known, we may change our estimates.

Income taxes.We record a valuation allowance to reduce our deferred tax assets if it is more likely than not that some portion
or all of the
deferred tax assets will not be realized. While we have considered future taxable income and ongoing feasible tax strategies in assessing the need for the valuation allowance, if these estimates and
assumptions change in the future, we may be required to adjust our
valuation allowance. This could result in a charge to, or an increase in, income in the period such determination is made.

Stock-based Compensation.On January 1, 2006, we adopted Statement of Financial Accounting Standards ("SFAS")
No. 123(R), Share-Based Payment, which requires us to measure and recognize compensation expense for all share-based payment awards based on estimated fair values
at the date of grant. Determining the fair value of share- based awards requires judgment in developing assumptions,

32

---



which
involve a number of variables. We calculate fair value by using the Black-Scholes option-pricing model, which requires estimates for expected volatility, expected dividends, the
risk-free interest rate and the expected term of the option. We also estimate the expected service period over which our stock-based awards will vest. Each of these assumptions, while
reasonable, requires a certain degree of judgment and the fair value estimates could vary if actual results are materially different than those initially applied.

Results of Operations

The following table summarizes our operating results as a percentage of net revenue for the years indicated.

2008

2007

2006Net revenue:Surgical facilities


82.5
%

82.2
%

77.8
%Product sales and other


17.5


17.8


22.2Total net revenue


100.0


100.0


100.0Operating expenses:Salaries, wages and benefits


30.2


31.0


32.8Cost of sales and medical supplies


23.1


23.4


24.4Selling, general and administrative


18.2


18.3


18.2Depreciation and amortization


3.1


2.8


2.6Total operating expenses


74.6


75.5


78.0Operating income


25.4


24.5


22.0Other (income) expense:Interest expense


3.0


3.8


2.9Interest income





(0.1
)

(0.1
)Minority interests in earnings of consolidated entities


11.6


11.9


11.0Gain on sale of minority interests





(0.1
)

(0.1
)Non-consolidated impairment charge





0.8


Other








(0.3
)Total other (income) expense


14.6


16.3


13.4Income before income taxes


10.8


8.2


8.6Income tax provision


4.2


3.6


3.4Income from continuing operations


6.6


4.6


5.2Income (loss) from discontinued operations





(0.2
)

0.2Net gain (loss) on disposal of discontinued operations


0.2


(8.7
)

Net income (loss)


6.8
%

(4.3
)%

5.4
%


33

---





Year Ended December 31, 2008 Compared to the Year Ended December 31, 2007

Net Revenue

Consolidated.Total net revenue increased by 9.8% from $128.6 million to $141.2 million. Net revenue by segment is discussed
below.

Surgical Facilities.The table below summarizes surgical facilities net revenue and procedures performed for 2008 and 2007. Net revenues
generated
from surgical facilities are derived from the fees charged
for the procedures performed in our ASCs and through our laser services agreements. Our procedure volume is directly impacted by the number of ASCs we operate, the number of excimer lasers in service,
and their respective utilization rates. Surgical facilities net revenue increased by 10.1% from $105.8 million to $116.4 million. This increase was primarily the result of a
$8.8 million increase from ASCs we acquired or developed after January 1, 2007 ("new ASCs") and a $2.1 million, or 2.1%, increase from ASCs that we owned for the entire comparable
reporting periods ("same-facility"). The increase in same-facility net revenue was the result of a 3.5% increase in the net revenue per procedure primarily due to a change in
procedure mix offset by a 1.4% decrease in the number of same-facility procedures performed.

2008

2007

Increase
(Decrease)(dollars in thousands)Surgical Facilities:Same-facility:Net revenue

$
102,238

$
100,151

$
2,087# of procedures


121,354


123,082


(1,728
)New ASCs:Net revenue

$
14,209

$
5,364

$
8,845# of procedures


20,175


5,683


14,492ASC Closure/Laser Terminations:Net revenue

$


$
237

$
(237
)# of procedures





622


(622
)


On
October 30, 2008, the Centers for Medicare and Medicaid Services (CMS) published their final 2009 rates for ASCs. The final rates include a decrease in the cataract rate in
2009. As with previous rate changes, the cataract rate change tends to determine the overall impact to us as the changes in the other procedure rates generally net each other out. Our preliminary
estimate is that the final 2009 rates, based on our current procedure volumes and mix, will negatively impact annual surgical facilities net revenue by approximately $0.6 million. This does not
include any potential wage-index changes. This revenue reduction approximates a $0.01 impact on earnings per share.

The
success of our business depends on our relationship with, and the success and efforts of, the physicians who perform surgical procedures at our ASCs. Our revenue and profitability
would decline if our relationship with key physicians deteriorated or those physicians reduced or eliminated their use of our ASCs.

Product Sales and Other.The table below summarizes product sales and other net revenue by significant business component. Product
sales and other
net revenue increased by 8.3% from $22.9 million to $24.8 million. Net revenue at our optical products purchasing organization increased by $2.6 million due to our acquisition of
an optical products purchasing organization during the fourth quarter of 2007 and an increase in existing customer orders. Net revenue from our marketing products and services businesses decreased by
$0.1 million primarily due to a reduction in sales of marketing products to medical device manufacturers to promote their refractive intraocular lens technology offset by an increase due to the
acquisition of a call center and marketing solutions business during the third quarter of 2008. Net revenue

34

---



at
our optical laboratory business decreased by $0.4 million due to a decrease in existing customer orders. Net revenue from our ophthalmology practice decreased by $0.2 million
primarily due to a decrease in the number of patient visits.

2008

2007

Increase
(Decrease)(dollars in thousands)Product Sales:Optical laboratories

$
5,810

$
6,245

$
(435
)Optical products purchasing organization


5,672


3,073


2,599Marketing products and services


4,011


4,079


(68
)Optometric practice/retail store


1,934


1,936


(2
)17,427


15,333


2,094Other:Ophthalmology practice


7,346


7,510


(164
)Other





26


(26
)7,346


7,536


(190
)Total Net Product Sales and Other Revenue

$
24,773

$
22,869

$
1,904


Salaries, Wages and Benefits

Consolidated.Salaries, wages and benefits expense increased by 7.1% from $39.8 million to $42.7 million. As a percentage of
net
revenue, salaries, wages and benefits expense decreased from 31.0% to 30.2% primarily due to minimal corporate infrastructure expenses added to service new ASCs. Salaries, wages and benefits expense
by segment is discussed below.

Surgical Facilities.Salaries, wages and benefits expense in our surgical facilities segment increased by 10.4% from $22.6 million
to
$24.9 million. The increase was the result of staff costs at ASCs acquired during 2007 and 2008 and staffing required at some of our same-facility ASCs.

Product Sales and Other.Salaries, wages and benefits expense in our product sales and other segments increased by 9.6% from
$8.2 million to
$9.0 million primarily due to our acquisition of an optical products purchasing organization during the fourth quarter of 2007 and the acquisition of a call center and marketing solutions
business during the third quarter of 2008.

Corporate.Salaries, wages and benefits expense decreased by 3.4% from $9.1 million to $8.8 million. The decrease was
primarily due to
$0.4 million of reduced stock-based compensation expense and $0.3 million of reduced severance expense recorded in 2008. This decrease was partially offset by annual salary and incentive
accrual increases.

Cost of Sales and Medical Supplies

Consolidated.Cost of sales and medical supplies expense increased by 8.1% from $30.2 million to $32.6 million. As a
percentage of net
revenue, cost of sales and medical supplies expense decreased from 23.4% to 23.1%. Cost of sales and supplies expense by segment is discussed below.

Surgical Facilities.Cost of sales and medical supplies expense in our surgical facilities segment increased by 11.3% from
$24.1 million to
$26.9 million. As a percentage of net revenue, cost of sales and medical supplies expense increased marginally from 22.8% to 23.1%. The expense increase was the result of costs associated with
our new ASCs and increased supply costs at some of our same-facility ASCs.

35

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Product Sales and Other.Cost of sales and medical supplies expense in our product sales and other segments decreased by 4.6% from
$6.1 million to $5.8 million primarily due to decreased revenue at our optical laboratories business.

Selling, General and Administrative

Consolidated.Selling, general and administrative expense increased by 9.7% from $23.5 million to $25.8 million. As a
percentage of net
revenue, selling, general and administrative expense decreased from 18.3% to 18.2%. Selling, general and administrative expense by segment is discussed below.

Surgical Facilities.Selling, general and administrative expense in our surgical facilities segment increased by 11.5% from
$20.5 million to
$22.8 million. The increase was due to costs associated with
our new ASCs and an increase of $0.7 million in management and billing/collections fees charged to the ASCs for services rendered by our corporate personnel.

Product Sales and Other.Selling, general and administrative expense in our product sales and other segments increased by 20.0% from
$3.5 million to $4.2 million primarily due to our acquisition of an optical products purchasing organization during the fourth quarter of 2007 and the acquisition of a call center and
marketing solutions business during the third quarter of 2008.

Corporate.Corporate selling, general and administrative expense decreased by $0.8 million due to an increase of $0.7 million
in
management and billing/collections fees charged to the operating segments for services rendered by certain corporate personnel. Excluding the management and billing/collections fees, corporate
selling, general and administrative expense decreased by $0.1 million.

Depreciation and Amortization.Depreciation and amortization expense increased 18.6% from $3.6 million to
$4.3 million primarily due to increases in depreciation associated with our new ASCs and amortization of intangible assets acquired in conjunction with our acquisition of an optical products
purchasing organization during the fourth quarter of 2007.

Minority Interests.Minority interests in the earnings of our ASCs were $16.4 million in 2008 as compared to
$15.3 million in 2007. All of this increase was attributable to new ASCs.

Interest (Income) Expense, net.Interest (income) expense, net decreased from $4.8 million to
$4.2 million due to a lower effective interest rate on borrowings primarily due to our convertible note offering during the second quarter of 2007.

Loss on Investment in Nonconsolidated Affiliate.During the fourth quarter of 2007, we recorded a
$1.0 million impairment charge relating to our 25% interest in an ASC located in Ft. Lauderdale, Florida.

Other (Income) Expense.Other income was $0.0 million in 2008 as compared to $0.1 million in 2007.

Provision for Income Taxes.Our effective tax rate in 2008 was 39.0% compared to 43.8% in 2007. The decrease was
the result of recording a 100% valuation allowance against the tax benefit relating to the loss on investment in our non-consolidated affiliate and 0.9% related to an increase in
our blended state partnership tax rate in 2007. Our effective tax rate was affected by expenses that are deducted from operations in arriving at pre-tax income that are not allowed as a
deduction on our federal income tax return.

Discontinued Operations.We incurred costs associated with our Laredo, Texas ASC during 2008. On August 7,
2008, our Laredo, Texas ASC, of which we own a 96% interest, sold substantially all of its assets for $0.2 million. As a result, we adjusted our previously recorded loss on the sale of the ASC
and recorded a pre-tax gain of $0.2 million in the third quarter of 2008. As part of our discontinued operations plan announced in the fourth quarter of 2007, we completed the sale
of our 70% interest in our Thibodaux, Louisiana ASC in February 2008. We received proceeds of $0.2 million. As a result, we adjusted our

36

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previously
recorded loss on the sale of the ASC and recorded a pre-tax gain of $0.1 million in the first quarter of 2008.

Year Ended December 31, 2007 Compared to the Year Ended December 31, 2006

Net Revenue

Consolidated.Total net revenue increased by 23.4% from $104.3 million to $128.6 million. Net revenue by segment is discussed
below.

Surgical Facilities.The table below summarizes surgical facilities net revenue and procedures performed for 2007 and 2006. Net
revenues generated
from surgical facilities are derived from the fees charged for the procedures performed in our ASCs and through our laser services agreements. Our procedure
volume is directly impacted by the number of ASCs we operate, the number of excimer lasers in service, and their respective utilization rates. Surgical facilities net revenue increased by 30.4% from
$81.1 million to $105.8 million. This increase was primarily the result of a $21.4 million increase from ASCs we acquired or developed after January 1, 2006 ("new ASCs")
and a $5.0 million, or 7.4%, increase from ASCs that we owned for the entire comparable reporting periods ("same-facility"). The increase in same-facility net revenue
was primarily the result of a 9.3% increase in the number of same-facility procedures performed offset by a 1.7% decrease in the net revenue per procedure due to a change in procedure mix.

2007

2006

Increase
(Decrease)(dollars in thousands)Surgical Facilities:Same-facility:Net revenue

$
72,952

$
67,905

$
5,047# of procedures


86,434


79,083


7,351New ASCs:Net revenue

$
32,563

$
11,157

$
21,406# of procedures


42,331


13,501


28,830ASC Closure/Laser Terminations:Net revenue

$
237

$
2,035

$
(1,798
)# of procedures


622


3,577


(2,955
)


On
February 8, 2006, the President signed into law the Deficit Reduction Act of 2005. This legislation required CMS to limit Medicare reimbursements for surgical procedures
furnished in ASCs to the amount paid to a hospital for the same service effective for services furnished on and after January 1, 2007. The most significant impact to us from this legislation
was the reduction in the Medicare facility fee for the after-cataract laser surgery procedure, which is also known as the YAG procedure. We estimate that the negative impact from the decreased
Medicare facility fee paid for these procedures in 2007 was a reduction of approximately $1.2 million in net surgical facilities revenue. This equates to an estimated negative impact in
earnings per share of approximately $0.02 in 2007.

Product Sales and Other.The table below summarizes product sales and other net revenue by significant business component. Product sales
and other net revenue decreased by 1.3% from $23.2 million to $22.9 million. Net revenue at our marketing products and services business decreased by $0.8 million. This decrease
was due to the 2006 addition of marketing consulting services associated with increased services provided to medical device manufacturers to promote their new refractive intraocular lens technology.
Net revenue at our optical laboratory business increased by $0.3 million due to an increase in existing customer orders and improved external marketing. Net revenue at our optical products
purchasing organization increased by $0.4 million due to an increase in existing customer orders and new customers.

37

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Net
revenue from our ophthalmology practice decreased by $0.1 million primarily due to a decrease in the number of patient visits.

2007

2006

Increase
(Decrease)(dollars in thousands)Product Sales:Optical laboratories

$
6,245

$
5,964

$
281Optical products purchasing organization


3,073


2,649


424Marketing products and services


4,079


4,918


(839
)Optometric practice/retail store


1,936


1,877


5915,333


15,408


(75
)Other:Ophthalmology practice


7,510


7,619


(109
)Other


26


132


(106
)7,536


7,751


(215
)Total Net Product Sales and Other Revenue

$
22,869

$
23,159

$
(290
)


Salaries, Wages and Benefits

Consolidated.Salaries, wages and benefits expense increased by 16.5% from $34.2 million to $39.8 million. As a percentage of
net
revenue, salaries, wages and benefits expense decreased from 32.8% to 31.0% primarily due to minimal corporate infrastructure expenses added to service new ASCs. Salaries, wages and benefits expense
by segment is discussed below.

Surgical Facilities.Salaries, wages and benefits expense in our surgical facilities segment increased by 30.0% from $17.4 million
to
$22.6 million. The increase was the result of staff costs at ASCs acquired during 2006 and 2007 and staffing required at same-facility ASCs due to increased procedure volume.

Product Sales and Other.Salaries, wages and benefits expense in our product sales and other segments decreased by 1.5% from
$8.3 million to
$8.2 million.

Corporate.Salaries, wages and benefits expense increased by 6.5% from $8.5 million to $9.1 million. The increase was
primarily due to
$0.7 million of additional stock-based compensation expense recorded in 2007 and annual salary increases. We also recorded $0.3 million and $0.4 million of severance expense
during 2007 and 2006, respectively, relating to the resignation of a senior executive in each year.

Cost of Sales and Medical Supplies

Consolidated.Cost of sales and medical supplies expense increased by 18.8% from $25.4 million to $30.2 million. As a
percentage of net
revenue, cost of sales and medical supplies expense decreased from 24.4% to 23.4%. Cost of sales and supplies expense by segment is discussed below.

Surgical Facilities.Cost of sales and medical supplies expense in our surgical facilities segment increased by 25.4% from
$19.2 million to
$24.1 million. As a percentage of net revenue, cost of sales and medical supplies expense decreased from 23.7% to 22.8% primarily due to lower expense margins at some of our new ASCs. The
expense increase was the result of costs associated with our new ASCs and increased procedure volumes at some of our same-facility ASCs.

Product Sales and Other.Cost of sales and medical supplies expense in our product sales and other segments decreased by 1.9% from
$6.2 million to $6.1 million.

38

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Selling, General and Administrative

Consolidated.Selling, general and administrative expense increased by 24.1% from $18.9 million to $23.5 million. As a
percentage of
net revenue, selling, general and administrative expense increased from 18.2% to 18.3%. Selling, general and administrative expense by segment is discussed below.

Surgical Facilities.Selling, general and administrative expense in our surgical facilities segment increased by 34.5% from
$15.2 million to
$20.5 million. The increase was due to costs associated with our new ASCs and an increase of $1.1 million in management and billing/collections fees charged to the ASCs for services
rendered by our corporate personnel.

Product Sales and Other.Selling, general and administrative expense in our product sales and other segments decreased by 3.5% from
$3.6 million to $3.5 million.

Corporate.Corporate selling, general and administrative expense decreased by $0.6 million from $0.16 million to a negative
$0.5 million. This decrease consists of two components. Corporate selling, general and administrative expenses decreased by $1.1 million due to an increase of $1.1 million in
management and billing/collections fees charged to the operating segments for services rendered by certain corporate personnel. Corporate selling, general and administrative expenses increased by
$0.6 million due to higher professional fees, information technology, and consulting expenses.

Depreciation and Amortization.Depreciation and amortization expense increased 34.2% from $2.7 million to
$3.6 million due to increases in depreciation associated with our new ASCs and capital expenditures in our surgical facilities segment.

Minority Interests.Minority interests in the earnings of our ASCs were $15.3 million in 2007 as compared to
$11.4 million in 2006. Of this increase, 83.6% was attributable to new ASCs.

Interest (Income) Expense, net.Interest (income) expense, net increased from $2.9 million to
$4.8 million due to our increased borrowings to fund our ASC acquisitions.

Loss on Investment in Nonconsolidated Affiliate.During the fourth quarter of 2007, we recorded a
$1.0 million impairment charge relating to our 25% interest in an ASC located in Ft. Lauderdale, Florida.

Other (Income) Expense.Other income was $0.1 million in 2007 as compared to $0.4 million in 2006.
This decrease was primarily due to our share of increased operating losses from our nonconsolidated affiliate and the 2006 gain on sale of an ASC.

Provision for Income Taxes.Our effective tax rate in 2007 was 43.8% compared to 39.0% in 2006. Of the increase,
3.9% was the result of recording a 100% valuation allowance against the tax benefit relating to the loss on investment in our non-consolidated affiliate and 0.9% related to an increase in
our blended state partnership tax rate (see Note 10 to Consolidated Financial Statements for components of the effective tax rate). Our effective tax rate was affected by expenses that are
deducted from operations in arriving at pre-tax income that are not allowed as a deduction on our federal income tax return.

Discontinued Operations.On December 12, 2007, our Board of Directors approved a plan to close or sell three
majority owned ASCs located in Columbus, Georgia; Laredo, Texas and Thibodaux, Louisiana. Prior to reporting these ASCs as discontinued operations, they represented approximately 2% of our
consolidated net revenue and a net loss of approximately $0.01 per diluted share in 2007. The Board determined to close or sell the Columbus, Georgia and Laredo, Texas ASCs due to their continued
unprofitability. The Thibodaux, Louisiana ASC only has one surgeon who is planning to retire shortly. The decision to close or sell this ASC was based on the ASC's competitive position in the market,
limited growth potential, and the lack of a succession plan for the surgeon in this rural area.

39

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Subsequent to the decision to sell or close the ASCs above, we completed the sale of the Columbus, Georgia ASC. The Company received net sale proceeds of $0.1 million and recorded
a net loss on disposal of the ASC of $1.6 million during the fourth quarter of 2007.

During
the fourth quarter of 2007, we recorded a net loss on the pending divestiture of the Laredo, Texas ASC of $8.1 million. The net loss primarily related to the write down of
the carrying value of net assets to our estimate of fair market value less costs to sell the ASC.

During
the fourth quarter of 2007, we recorded a net loss on the pending divestiture of the Thibodaux, Louisiana ASC of $1.5 million. The net loss primarily related to the write
down of the carrying value of net assets to our estimate of fair market value less costs to sell the ASC. On February 28, 2008, we completed the sale of this ASC.

In
addition to recording the net loss on disposal of the ASCs described above, we reported the results of operations of these ASCs within discontinued operations for all periods
presented within the Consolidated Statement of Operations.

Liquidity and Capital Resources

Operating activities for 2008 generated $25.1 million in cash flow compared to $18.0 million in 2007. Of the
$7.1 million increase in cash flow from operating activities, $4.0 million was due to higher net income after adding back the following non-cash items: depreciation and
amortization, amortization of subordinated debt fees, gain on sale of minority interests, loss on non-consolidated affiliate, stock-based compensation expense, gain (loss) on sale of ASC,
deferred income taxes and asset impairment charge. Changes in operating assets and liabilities added $3.0 million to the increase in cash flows from operating activities. The primary driver to
the cash contribution from the changes in operating assets and liabilities was due to the timing of vendor cash payments and a decrease in incentive compensation payments during 2008, which combined
added $2.8 million to our cash flow from operating activities.

Cash
flows used in investing activities was $55.4 million in 2008 compared to $41.8 million in 2007. Investing activities in 2008 included the acquisition of three ASCs and
a call center and marketing solutions business for $49.4 million, the purchase of property and equipment for $4.9 million, the payment of additional purchase price consideration of
$0.9 million for one of our ASCs, the payment of additional purchase price consideration of $0.3 million for our optical products purchasing organization, and proceeds of
$0.4 million relating to the sale of our Thibodaux, Louisiana and Laredo, Texas ASCs. Investing activities in 2007 included the acquisition of two ASCs for $32.6 million, the acquisition
of an optical products purchasing organization for $7.0 million and the purchase of property and equipment for $2.5 million. These investments were partially offset by proceeds from the
sale of minority equity interests in two of our ASCs for $0.3 million and proceeds from the sale of our majority interest in one of our ASCs for $0.1 million.

Cash
flows from financing activities in 2008 included net borrowings of $33.1 million under our credit facility, net proceeds of $0.5 million from the exercise of stock
options and issuance of stock to employees as part of our employee stock purchase plan and borrowings of $3.3 million relating to the development and relocation of an ASC. These proceeds were
offset by $1.4 million of capital lease and other debt obligation payments and $6.7 million relating to the repurchase of our common stock. Cash flows provided by financing activities in
2007 included proceeds of $1.1 million from the exercise of stock options and issuance of stock to employees as part of our employee stock purchase plan offset by $33.7 million of net
payments under our credit facility and $2.4 million of capital lease and other debt obligation payments. On June 27, 2007, we received $62.4 million of net proceeds in connection
with the issuance of convertible subordinated notes (as described below and in Note 11) and immediately used these proceeds to pay down debt under our revolving credit facility.

40

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On
June 27, 2007, we issued $75 million aggregate principal amount of 1.0% convertible senior subordinated notes due June 15, 2012 (the "Convertible Notes").
Proceeds from the Convertible Notes were used to pay down $62.4 million of outstanding indebtedness on our revolving credit facility and to fund the $10.0 million net cost of the
convertible note hedge and warrant transactions described below. Interest on the Convertible Notes is payable semi-annually in arrears on June 15 and December 15 of each
year, commencing December 15, 2007. The Convertible Notes rank subordinate to our senior debt and rank pari passu or senior to all of our other subordinated indebtedness. The Convertible Notes
are convertible into shares of our common stock at an initial conversion price of $6.371 per share, or approximately 156.9612 shares per $1,000 principal amount of Convertible Notes. The aggregate
underwriting discount incurred with respect to the issuance of the Convertible Notes was $2.6 million, which has been recorded as debt discount on our consolidated balance sheet and is being
amortized using the effective interest rate method over the term of the Convertible Notes. In May 2008, the FASB issued FASB Staff Position No. APB 14-1 ("FSP APB 14-1"), Accounting for Convertible Debt Instruments that
May be Settled in Cash Upon Conversion.FSP APB 14-1 requires that the liability and
equity components of convertible debt instruments that may be settled in cash upon conversion (including partial cash settlement) be separately accounted for in a manner that reflects an issuers
nonconvertible debt borrowing rate. The resulting debt discount is amortized over the period the convertible debt is expected to be outstanding as additional non-cash interest expense. FSP
APB 14-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and for interim periods within those fiscal years. Retrospective
application to all periods presented is required except for instruments that were not outstanding during any of the periods that will be presented in the annual financial statements for the period of
adoption but were outstanding during an earlier period. The adoption of this FSP will add approximately $4.2 million, $3.9 million and $1.9 million of non-cash
interest expense to our 2009, 2008 and 2007 results of operations, respectively. This will result in a reduction to net income of approximately $2.6 million ($0.11 per diluted share),
$2.4 million ($0.10 per diluted share) and $1.1 million ($0.04 per diluted share) in 2009, 2008 and 2007, respectively. The adoption of this FSP will not have an impact on our cash
flows.

The
Convertible Notes include a net-share settlement feature that requires us to settle conversion of the notes in cash up to the notes' principal amount and settle any
excess of the Convertible Notes' conversion value above their principal amount by delivering shares of our common stock, cash, or a combination of cash and common stock, at our option. The conversion
value of the Convertible Notes is equal to the market price of our common stock multiplied by the conversion rate of approximately 156.9612 shares per $1,000 principal amount of Convertible Notes. A
market price that exceeds the conversion price of $6.371 at the time of settlement results in excess conversion value above the original principal amount of $1,000. As a result of the
net-share settlement feature, we will be able to substantially reduce the number of shares of common stock issuable in the event of the conversion of the Convertible Notes by repaying
principal in cash instead of issuing shares of common stock for that amount. Additionally, we will not be required to include the underlying shares of common stock in the calculation of our diluted
weighted average shares outstanding for earnings per share until our common stock price exceeds $6.371.

Concurrent
with the sale of the Convertible Notes, we entered into a convertible note hedge transaction with respect to our common stock (the "purchased call options") with Deutsche Bank
AG London (the "counterparty"), an affiliate of the underwriter. The purchased call options cover an aggregate of approximately 11.8 million shares of our common stock at a strike price of
$6.371 per share. The cost of the call options totaled $24.0 million. In connection with the cost of the call options, we recorded a deferred tax asset of $8.2 million to additional paid
in capital to reflect the future cash benefit of the deduction over the term of the Convertible Notes. We also sold warrants to the counterparty to purchase from us an aggregate of approximately
11.8 million shares of our common stock at an exercise price of $8.31 per share and received proceeds of $14.0 million. Taken together, the call option and warrant agreements have the
effect of increasing the effective conversion price of the Convertible Notes to $8.31

41

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per
share. For a further discussion of the Convertible Notes and the related call options and warrants, see Note 11 to the consolidated financial statements.

At
December 31, 2008, we had $57.1 million of borrowings outstanding under our revolving credit facility and were in compliance with all of our covenants. Effective
February 7, 2007, we amended our credit facility, increasing the maximum commitment available under the facility from $80 million to $125 million and extending the expiration date
to February 5, 2010. The maximum commitment available under the facility is the lesser of $125 million or the maximum allowed under the calculated ratio limitations. At
December 31, 2008, we had approximately $67.0 million of potential borrowing availability under our credit facility. The amended credit agreement also includes an option allowing us to
increase the maximum commitment available to $150 million under certain conditions. Maximum borrowing availability and applicable interest rates under the facility are based on a ratio of our
total indebtedness to our earnings before interest, taxes, depreciation and amortization, as defined in the credit agreement. The amended credit agreement provided for temporary increases in this
ratio through September 30, 2008 for purposes of calculating our maximum borrowing availability. This ratio decreased following September 30, 2008 and reduced our maximum borrowing
capacity. Interest on borrowings under the facility is payable at an annual rate equal to our lender's published base rate plus the applicable borrowing margin, ranging from 0% to 0.5% or LIBOR plus a
range from 1.25% to 2.50%, varying depending upon our ratios and ability to meet other financial covenants. In addition, a fee ranging from .20% to .25% is charged on the unused portion of the
commitment. The credit agreement contains customary covenants that include limitations on indebtedness, liens, capital expenditures, acquisitions, investments and share repurchases, as well as
restrictions on the payment of dividends and requirement to maintain various financial ratios; however, many of these limitations were changed by amendments. Under the terms of our credit facility, we
are required to obtain the consent of our lenders for any acquisition exceeding $20.0 million individually under certain conditions. On May 31, 2007, we amended our credit facility
pursuant to which our lenders consented to the acquisition of a 62.5% equity interest in Surgery Center of Kalamazoo, LLC for a purchase price of $24.6 million. This amendment also
contained modifications to various definitions and financial covenants to enable the purchased entity, as a new subsidiary, to continue to maintain its existing bank debt of approximately
$1.6 million outside of the credit facility. Effective June 20, 2007, we amended our credit facility to obtain lenders' consent to the Convertible Notes offering and the related
convertible note hedge and warrant transactions. This amendment also modified certain loan pricing, financial covenants and various definitions. On December 13, 2007, we amended our credit
facility to modify various definitions and financial covenants to allow one of our subsidiaries, NovaMed Surgery Center of Altamonte Springs, LLC, to procure up to $4.0 million of
indebtedness outside the credit facility to fund the construction of a new site for this ASC. On December 1, 2008, we amended our credit facility
pursuant to which our lenders consented to the assumption of certain debt outside the credit facility relating to acquisitions completed after the effective date of this amendment. Under the terms of
the consent, the assumption of total debt outside the credit facility for these acquisitions may not exceed $6.0 million. The weighted average interest rate on credit line borrowings at
December 31, 2008 was 4.6%.

During
2006, we entered into two interest rate swap agreements. The interest rate swaps protect us against certain interest rate fluctuations of the LIBOR rate on $24 million of
our variable rate debt under our credit facility. The date of the first interest rate swap was April 12, 2006 and it expires on April 19, 2009. This interest rate swap effectively fixes
our LIBOR rate on $12 million of variable rate debt at a rate of 5.34%. The date of the second interest rate swap was June 28, 2006 and it expired on September 30, 2008. This
interest rate swap effectively fixed our LIBOR rate on $12 million of variable rate debt at a rate of 5.75%. Effective August 1, 2006, NovaMed Eye Surgery Center of New
Albany, LLC ("New Albany ASC"), of which we own a 67.5% majority interest, entered into a $4 million installment note which matures on August 1, 2013. Interest is payable at the
lender's one month LIBOR rate, designated or published on the first of each month, plus 2.0%. The New Albany ASC entered into a five-year interest rate swap agreement that effectively
fixes the LIBOR rate on this debt at 5.51%.

42

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As
of December 31, 2008 and 2007, we had cash and cash equivalents of $4.9 million and $6.4 million, respectively, of which $3.1 million and
$3.0 million, respectively, was restricted pursuant to agreements with six of our ASCs. As of December 31, 2008 and 2007, working capital was $12.1 million and
$18.4 million, respectively.

We
expect our cash flow from operations and funds available under our existing credit facility to be sufficient to fund our operations for at least 12 months. However, if we are
unsuccessful in renegotiating the renewal of our credit facility, this could negatively impact our ability to fund future operations. Our future capital requirements and the adequacy of our available
funds will depend on many factors, including the timing and size of our acquisition, development and expansion activities, capital requirements associated with our surgical facilities, and the future
cost of surgical equipment.

During
the first quarter of 2008, we recorded additional goodwill of $1.7 million for one of our ASCs relating to the resolution of a contingency included in the original purchase
agreement. We paid cash of $0.9 million during the first quarter of 2008 and recorded a liability for the remaining balance to be paid no later than July 2009.

Effective
February 28, 2008, our Altamonte Springs, Florida ASC, of which we own a 70% interest, entered into a $2.8 million installment note which matures on
December 31, 2015. Effective August 13, 2008, the installment note was amended to increase the total loan amount to $3.3 million. This note finances the cost of relocating our ASC
from Altamonte Springs, Florida to Orlando, Florida. This new ASC opened in January 2009. Interest is payable on the outstanding principal balance at the lender's one month LIBOR rate, designated or
published on the first day of each month, plus 2.5%. As of December 31, 2008, there was $3.3 million outstanding under this note.

In
February 2008, we completed the sale of our 70% interest in our Thibodaux, Louisiana ASC. We received proceeds of $0.2 million. As a result, we adjusted our previously recorded
loss on the sale of the ASC and recorded a pre-tax gain of $0.1 million in the first quarter of 2008. In August 2008, our Laredo, Texas ASC, of which we owned a 96% interest, sold
substantially all of its assets for $0.2 million. As a result, we adjusted our previously recorded loss on the sale of the ASC and recorded a pre-tax gain of $0.2 million in
the third quarter of 2008.

We
had an option to purchase an additional 26% equity interest from our physician-partner in our Ft. Lauderdale, Florida ASC to enable us to increase our interest in the ASC to a
majority equity interest. Because we did not exercise this option by July 2007, we have exercised our option to sell our minority interest to our physician-partner for the original price paid. The
sale of this interest has not yet occurred.

Two
partners in our Richmond, Virginia ASC who each own a 14.5% equity interest have the option to sell us back their interest at the same price they paid to acquire their interest.

Off-Balance Sheet Arrangements

Under the definition contained in Item 303(a)(4)(ii) of Regulation S-K, we do not have any
off-balance sheet arrangements.

Contractual Obligations and Commitments

We have various contractual obligations which are recorded as liabilities in our consolidated financial statements. Other items, such
as certain purchase commitments, are not recognized as liabilities in our consolidated financial statements but are required to be disclosed. For example, we are contractually committed to make
certain minimum lease payments for the use of property under operating lease

43

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agreements.
The following table summarizes our significant contractual obligations and commitments at December 31, 2008 and the future periods in which such obligations are expected to be
settled in cash.

Payments due by period (dollars in thousands)Contractual Obligations

Total

Less than
1 year

13 years

35 years

More than
5 yearsCapital leases

$
1,444

$
415

$
601

$
254

$
174Operating leases


33,730


6,431


10,337


7,702


9,260Long-term debt(1)


57,100





57,100





Interest payments on long-term debt(1)


1,761


1,618


143





Convertible notes(2)


75,000








75,000


Interest payments on convertible notes(2)


2,656


750


1,500


406


Notes payable


14,752


3,739


7,386


2,623


1,004Purchase commitments


428


321


107





Total

$
186,871

$
13,274

$
77,174

$
85,985

$
10,438




Expiration by period (dollars in thousands)Commercial Commitments

Total

Less than
1 year

13 years

35 years

More than
5 yearsLetter of Credit

$
478

$
478

$


$


$
Total

$
478

$
478

$


$


$



---

Recent Accounting Pronouncements

In February 2007, the FASB issued SFAS No. 159,The Fair Value Option for Financial Assets and Financial
Liabilities("SFAS 159"). SFAS 159 allows entities the option to reflect eligible financial instruments at fair value. Such election, which may be applied on an
instrument by instrument basis, is typically irrevocable once elected. SFAS 159 is effective for financial statements issued for fiscal years beginning after November 15, 2007. We did
not elect to apply the fair value option to any of our financial instruments.

In
December 2007, the FASB issued SFAS No. 160,Non-Controlling Interests in Consolidated Financial Statements an amendment of ARB
No. 51("SFAS 160"). SFAS 160 establishes new standards for the accounting for and reporting of non-controlling interests (formerly minority
interests) and for the loss of control of partially owned and consolidated subsidiaries. SFAS 160 does not change the criteria for consolidating a partially owned entity. SFAS 160 is
effective for fiscal years beginning after December 15, 2008. The provisions of SFAS 160 will be applied prospectively upon adoption except for the presentation and disclosure
requirements which will be applied retrospectively. The adoption of SFAS 160 will result in changes in the presentation of our financial position, primarily due to reclassification of minority
interest to a component of shareholders' equity, but is not expected to have a material effect on our results of operations or cash flows.

In
December 2007, the FASB issued SFAS No. 141 (revised 2007) ("SFAS 141R"), a revision of SFAS 141,Business
Combinations. SFAS 141R establishes requirements for the recognition and

44

---



measurement
of acquired assets, liabilities, goodwill, and non-controlling interests. SFAS 141R also provides disclosure requirements related to business combinations.
SFAS 141R is effective for fiscal years beginning after December 15, 2008. SFAS 141R will be applied prospectively to business combinations with an acquisition date on or after
the effective date. The impact of adopting SFAS 141R will be dependent on future acquisitions that we may pursue after its effective date.

In
March 2008, the FASB issued SFAS No. 161,Disclosures about Derivative Instruments and Hedging Activities("SFAS 161").
SFAS 161 is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects
on an entity's financial position, financial performance and cash flows. SFAS 161 is effective for us beginning on January 1, 2009.

In
April 2008, the FASB issued FASB Staff Position ("FSP") No. 142-3,Determination of the Useful Life of Intangible
Assets("FSP 142-3"). FSP 142-3 amends the factors that should be considered in developing assumptions about renewal or extension used in estimating the
useful life of a recognized intangible asset under SFAS No. 142,Goodwill and Other Intangible Assets("SFAS 142") and expands the
disclosure requirements of SFAS 142. The provisions of FSP 142-3 are effective for us as of January 1, 2009. The provisions of FSP 142-3 for determining the
useful life of a recognized intangible asset shall be applied prospectively to intangible assets acquired after the effective date. The disclosure requirements shall be applied prospectively to all
intangible assets recognized as of, and subsequent to, the effective date. We do not expect the impact of the adoption of FSP 142-3 to have a material effect on our financial position,
results of operations or cash flows.

In
May 2008, the FASB issued FSP No. APB 14-1 ("FSP APB 14-1"),Accounting for Convertible Debt Instruments that May be
Settled in Cash Upon Conversion. FSP APB 14-1 requires that the liability and equity components of convertible debt
instruments that may be settled in cash upon conversion (including partial cash settlement) be separately accounted for in a manner that reflects an issuers nonconvertible debt borrowing rate. The
resulting debt discount is amortized over the period the convertible debt is expected to be outstanding as additional non-cash interest expense. FSP APB 14-1 is
effective for financial statements issued for fiscal years beginning after December 15, 2008, and for interim periods within those fiscal years. Retrospective application to all periods
presented is required except for instruments that were not outstanding during any of the periods that will be presented in the annual financial statements for the period of adoption but were
outstanding during an earlier period. The adoption of this FSP will add approximately $4.2 million, $3.9 million and $1.9 million of non-cash interest expense to our
2009, 2008 and 2007 results of operations, respectively. This will result in a reduction to net income of approximately $2.6 million ($0.11 per diluted share), $2.4 million ($0.10 per
diluted share) and $1.1 million ($0.04 per diluted share) in 2009, 2008 and 2007, respectively. The adoption of this FSP will not have an impact on our cash flows.

In
June 2008, the FASB ratified EITF Issue No. 07-5,Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entity's Own
Stock("EITF 07-5"). EITF 07-5 provides that an entity should use a two step approach to evaluate whether an equity-linked financial
instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument's contingent exercise and settlement provisions. EITF 07-5 is effective for fiscal
years beginning after December 15, 2008. We are currently evaluating the impact of the adoption of this EITF on our results of operations.

45

---



Item 7A.    Quantitative and Qualitative Disclosures About Market Risk

We have exposure to interest rate risk related to our financing, investing and cash management activities. We have not held or issued
derivative financial instruments other than the use of variable-to-fixed interest rate swaps for portions of our borrowings. We do not use derivative instruments for
speculative purposes. Our borrowings are primarily indexed to the prime rate or LIBOR and have a mix of maturities. We entered into two swap agreements in 2006 as follows: $12.0 million in
principal amount outstanding under our credit facility with a fixed rate of 5.34% from April 19, 2006 to April 19, 2009 and $12.0 million in principal amount outstanding under our
credit facility with a fixed rate of 5.75% which expired on September 30, 2008. In addition, NovaMed Eye Surgery Center of New Albany, LLC, of which we own a 67.5% equity interest,
entered into a swap agreement in 2006 as follows: $2.9 million in principal amount outstanding as of December 31, 2008 under a note with National City Bank with a fixed rate of 5.51%
from August 4, 2006 to August 1, 2011.

On
December 31, 2008, we had $57.1 million outstanding under our credit facility, $12.0 million of which was subject to a swap agreement noted above. Accordingly, a
hypothetical 100 basis point increase in market interest rates would not result in any additional annual interest expense on this $12 million of indebtedness. The remaining $45.1 million
outstanding under our credit facility was subject to the one-month LIBOR. A hypothetical 100 basis point increase in market interest rates would result in additional annual interest
expense of $0.5 million. The fair value of this long-term debt approximated its carrying value at December 31, 2008.

Concurrent
with the sale of the Convertible Notes, we entered into a convertible note hedge transaction with respect to our common stock (the "purchased call options") with Deutsche Bank
AG London (the "counterparty"), an affiliate of the underwriter. The purchased call options cover an aggregate of approximately 11.8 million shares of our common stock at a strike price of
$6.371 per share. The cost of the call options totaled $24.0 million. In connection with the cost of the call options, we recorded a deferred tax asset of $8.2 million to additional paid
in capital to reflect the future cash benefit of the deduction over the term of the Convertible Notes. We also sold warrants to the counterparty to purchase from us an aggregate of approximately
11.8 million shares of our common stock at an exercise price of $8.31 per share and received proceeds of $14.0 million. Taken together, the call option and warrant agreements have the
effect of increasing the effective conversion price of the Convertible Notes to $8.31 per share. For further discussion about the Convertible Notes and the related call options and warrants, see
Note 11 in the Notes to Consolidated Financial Statements.

In
recent months, credit markets have experienced periods of great turmoil, resulting in extreme fluctuations in LIBOR rates and the availability of credit generally. While this turmoil
has not to date materially adversely affected our business, we cannot assure you that our business, results of operations and liquidity will not be impacted in the future.

Item 8.    Financial Statements and Supplementary Data

The consolidated financial statements and financial statement schedules, with the Reports of Independent Registered Public Accounting
Firm, listed in Item 15 are included in this Form 10-K.

Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

46

---



Item 9A.    Controls and Procedures



We maintain a system of disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the
Exchange Act, that are designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our Chairman and Chief Executive
Officer and Executive Vice President and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

We
have carried out an evaluation under the supervision and with the participation of the Company's management, including the Company's Chairman and Chief Executive Officer and Executive
Vice President and Chief Financial Officer (its principal executive officer and principal financial officer), of the effectiveness of the design and operation of our disclosure controls and procedures
as of the end of the period covered by this report. Based on their evaluation, the Chairman and Chief Executive Officer and Executive Vice President and Chief Financial Officer concluded that such
disclosure controls and procedures were effective at the reasonable assurance level as of the end of the period covered by this report.



There were no changes in our internal control over financial reporting that occurred during the three-month period ended December 31, 2008 that have
materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



Our management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in
Rule 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control
over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement
preparation and presentation. Under the supervision and with the participation of our senior management, including our Chairman and Chief Executive Officer and Executive Vice President and Chief
Financial Officer, we assessed the effectiveness of our internal control over financial reporting as of December 31, 2008, using the criteria set forth in theInternal
ControlIntegrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

We
acquired three ASCs and a call center and marketing solutions business during 2008. Management's evaluation of internal control over financial reporting excluded these businesses
acquired during 2008, with total assets of $58.1 million and net revenue of $5.3 million included in our consolidated financial statements as of and for the year ended
December 31, 2008.

Based
on this assessment, management has concluded that our internal control over financial reporting is effective as of December 31, 2008. BDO Seidman, LLP, our
independent registered public accounting firm, has issued an audit report on our internal control over financial reporting which is included with our financial statements in Item 15(a)(1) and
incorporated by reference.

Item 9B.    Other Information

None.

47

---





PART III

Item 10.    Directors, Executive Officers and Corporate Governance

The information in response to this item is incorporated by reference from the "Proposal No. 1Election of
Directors," "Other Directors" and "Executive Officers" sections of our Definitive Proxy Statement to be filed with the Securities and Exchange Commission in connection with our 2009 Annual Meeting of
Stockholders (the "2009 Proxy Statement").

Item 11.    Executive Compensation

The information in response to this item is incorporated by reference from the "Executive Compensation" section of the 2009 Proxy
Statement.

Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information in response to this item is incorporated by reference from the "Security Ownership of Certain Beneficial Owners and
Management" and "Executive Compensation" sections of the 2009 Proxy Statement.

Item 13.    Certain Relationships and Related Transactions, and Director Independence

The information in response to this item is incorporated by reference from the "Certain Relationships and Related Transactions, and
Director Independence" section of the 2009 Proxy Statement.

Item 14.    Principal Accountant Fees and Services

The information in response to this item is incorporated by reference from the "Disclosure of Auditor Fees" section of the 2009 Proxy
Statement.

48

---



PART IV

Item 15.    Exhibits and Financial Statement Schedules



Exhibit
Number

Exhibit2.1(A)

Purchase Agreement dated as of June 1, 2007 with members of Surgery Center of Kalamazoo, LLC3.1(B)

Amended and Restated Certificate of Incorporation of the Registrant3.2(C)

Amended and Restated Bylaws of the Registrant3.3(D)

Certificate of Ownership and Merger4.1(B)

Specimen stock certificate representing Common Stock4.2(B)

Registrant's Rights Agreement4.3(E)

Indenture, dated as of June 27, 2007, between Registrant and LaSalle Bank National Association, Trustee4.4(E)

First Supplemental Indenture, dated as of June 27, 2007, between Registrant and LaSalle Bank National Association, Trustee4.5(E)

Form of Note issued pursuant to the Indenture and First Supplemental Indenture4.6(E)

Confirmation, dated June 21, 2007, between Deutsche Bank AG London and Registrant regarding warrants sold by Registrant to Deutsche Bank AG London4.7

Instrument of Resignation, Appointment and Acceptance dated September 18, 2008 pursuant to which U.S. Bank National Association replaced LaSalle Bank National Association as Trustee under the
Indenture10.1(F)

Registrant's Second Amended and Restated 1999 Stock Purchase Plan10.2(B)

Indemnification Agreement10.3(B)

Registration Rights Agreement


49

---



Exhibit
Number

Exhibit10.4(B)

Subordinated Registration Rights Agreement10.5(G)

Employment Agreement dated December 19, 2008 with Scott T. Macomber10.6(H)

Form of Stock Option Agreement for stock option awards under the 2005 Stock Incentive Plan10.7(I)

Asset Contribution and Exchange Agreement dated as of August 15, 2005 with Center for Outpatient Surgery10.8(G)

Employment Agreement dated December 19, 2008 with Thomas S. Hall10.9(J)

Restricted Stock Award Agreement dated as of October 27, 2005 with Thomas S. Hall10.10(K)

Asset Contribution and Exchange Agreement dated as of February 21, 2006 with Preston Plaza Surgery Center, LLP10.11(L)

Asset Contribution and Exchange Agreement dated as of October 3, 2006 with Surgery Center of Cleveland, LLC10.12(M)

Sixth Amended and Restated Credit Agreement dated as of February 7, 200710.13(N)

Registrant's Second Amended and Restated Stock Incentive Plan10.14(N)

Registrant's Amended and Restated 2000 Employee Stock Incentive Plan10.15(N)

Registrant's Amended and Restated 2001 Employee Stock Incentive Plan10.16(N)

Registrant's Amended and Restated 2005 Restricted Stock Plan10.17(N)

Registrant's Amended and Restated 2005 Stock Incentive Plan10.18(A)

First Amendment to Credit Agreement and Consent to Acquisition dated as of May 31, 200710.19(O)

Second Amendment to Credit Agreement dated as of June 20, 200710.20(P)

Third Amendment and Consent to Credit Agreement dated as of December 13, 200710.21(E)

Confirmation, dated June 21, 2007, between Deutsche Bank AG London and Registrant regarding a convertible note hedge transaction10.22(Q)

Separation Agreement and General Release dated January 7, 2008 with Jack M. Clark, Jr.10.23(R)

Fourth Amendment and Consent to Credit Agreement dated as of December 1, 200810.24

Amended and Restated Executive Incentive Compensation Plan10.25

Employment Agreement dated December 15, 2008 with Graham B. Cherrington21

Subsidiaries of the Registrant23.1

Consent of BDO Seidman, LLP31.1

Certification by the CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2

Certification by the CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 200232

Certification of CEO and CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


---

50

---



51

---





Report of Independent Registered Public Accounting Firm

Board
of Directors and Shareholders
NovaMed, Inc.
Chicago, Illinois

We
have audited the accompanying consolidated balance sheets of NovaMed, Inc. and subsidiaries as of December 31, 2008 and 2007 and the related consolidated statements of
operations, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2008. In connection with our audits of the financial statements, we have also
audited Schedule IIValuation Reserves. These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on
these financial statements and schedule based on our audits.

We
conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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, 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 NovaMed, Inc. at December 31,
2008 and 2007, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2008, in conformity with accounting principles generally
accepted in the United States of America.

Also,
in our opinion, the financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects, the
information set forth therein.

We
also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), NovaMed, Inc. and subsidiaries' internal control over
financial reporting as of December 31, 2008, based on criteria established inInternal ControlIntegrated Frameworkissued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated March 13, 2009 expressed an unqualified opinion thereon.

/s/
BDO Seidman, LLP

Chicago,
IL
March 13, 2009

F-1

---





Report of Independent Registered Public Accounting Firm on  Internal Control over Financial Reporting

Board
of Directors and Shareholders
NovaMed, Inc.
Chicago, Illinois

We
have audited NovaMed, Inc. and subsidiaries' internal control over financial reporting as of December 31, 2008, based on criteria established in Internal ControlIntegrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria).
The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting,
included in the accompanying Item 9A, "Management's Report on Internal Control Over Financial Reporting". Our responsibility is to express an opinion on the Company's internal control over
financial reporting based on our audit.

We
conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control
over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our
audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A
company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As
indicated in the accompanying Item 9A, "Management's Report on Internal Control over Financial Reporting", management's assessment of and conclusion on the effectiveness of
internal control over financial reporting did not include the internal controls of three of its ambulatory surgery centers and a call center and marketing solutions business, which the Company
acquired on various dates during 2008, and constituted total assets, net assets, net sales, and net income of $58.1 million, $51.8 million, $5.3 million, and $2.2 million,
respectively, of the related consolidated amounts as of and for the year ended December 31, 2008. Our audit of the Company's internal control over financial reporting also did not include an
evaluation of the internal control over financial reporting of these four acquired entities.

In
our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2008, based on the COSO criteria.

F-2

---



We
also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of NovaMed, Inc. and
subsidiaries as of December 31, 2008 and 2007, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the three years in the period ended
December 31, 2008 and our report dated March 13, 2009 expressed an unqualified opinion thereon.

/s/
BDO Seidman, LLP

Chicago,
Illinois
March 13, 2009

F-3

---





NOVAMED, INC. AND SUBSIDIARIES        CONSOLIDATED BALANCE SHEETS        (Dollars in thousands)

December 31,
2008

December 31,
2007ASSETSCurrent assets:Cash and cash equivalents, including $3,100 and $2,961 of restricted cash, respectively

$
4,875

$
6,382Accounts receivable, net of allowances of $43,784 and $27,698, respectively


20,329


19,298Notes and amounts due from related parties


471


471Inventory


2,355


2,366Prepaid expenses and deposits


1,624


1,410Current tax assets


2,154


1,840Current assets of discontinued operations





163Total current assets


31,808


31,930Property and equipment, net


20,526


13,566Intangible assets, net


198,414


147,558Noncurrent deferred tax assets, net





1,718Other assets, net


673


889Noncurrent assets of discontinued operations





43Total assets

$
251,421

$
195,704LIABILITIES AND STOCKHOLDERS' EQUITYCurrent liabilities:Accounts payable

$
9,684

$
7,848Accrued expenses


6,706


4,479Current maturities of long-term debt


3,282


1,035Current liabilities of discontinued operations





130Total current liabilities


19,672


13,492Long-term debt, net of current maturities


67,747


28,500Convertible subordinated debt, net of debt issuance costs


73,168


72,676Other long-term liabilities


549


839Deferred income tax liabilities


2,500


Minority interests


15,282


15,024Commitments and contingenciesStockholders' equity:Series E Junior Participating Preferred Stock, $0.01 par value, 1,912,000 shares authorized, none outstanding at December 31, 2008 and
2007





Common stock, $0.01 par value, 81,761,465 shares authorized, 29,746,349 and 29,406,779 shares issued at December 31, 2008 and 2007,
respectively


296


293Additional paid-in-capital


97,763


93,271Accumulated deficit


(7,673
)

(17,250
)Accumulated other comprehensive loss


(218
)

(450
)Treasury stock, at cost, 6,785,880 and 4,842,839 shares at December 31, 2008 and 2007, respectively


(17,665
)

(10,691
)Total stockholders' equity


72,503


65,173Total liabilities and stockholders' equity

$
251,421

$
195,704


The
accompanying notes are an integral part of these consolidated financial statements.

F-4

---





NOVAMED, INC. AND SUBSIDIARIES        CONSOLIDATED STATEMENTS OF OPERATIONS        (Dollars in thousands, except per share data)

Years Ended December 31,2008

2007

2006Net revenue:Surgical facilities

$
116,447

$
105,752

$
81,097Product sales and other


24,773


22,869


23,159Total net revenue


141,220


128,621


104,256Operating expenses:Salaries, wages and benefits


42,651


39,817


34,188Cost of sales and medical supplies


32,599


30,154


25,390Selling, general and administrative


25,776


23,505


18,939Depreciation and amortization


4,311


3,635


2,708Total operating expenses


105,337


97,111


81,225Operating income


35,883


31,510


23,031Other (income) expense:Interest expense


4,271


4,948


3,017Interest income


(68
)

(195
)

(87
)Minority interests in earnings of consolidated entities


16,380


15,255


11,439Gain on sale of minority interests





(79
)

(101
)Loss on investment in non-consolidated affiliate





1,041


(Earnings) loss of non-consolidated affiliate





67


(13
)Other


13


(85
)

(299
)Total other (income) expense


20,596


20,952


13,956Income before income taxes


15,287


10,558


9,075Income tax provision


5,962


4,626


3,539Income from continuing operations


9,325


5,932


5,536Income (loss) from discontinued operations


(91
)

(306
)

201Gain (loss) on disposal of discontinued operations


343


(11,220
)

Net income (loss)

$
9,577

$
(5,594
)
$
5,737Earnings per common share from continuing operations:Basic

$
0.38

$
0.25

$
0.24Diluted

$
0.37

$
0.24

$
0.22Net earnings (loss) per common share:Basic

$
0.39

$
(0.23
)
$
0.25Diluted

$
0.38

$
(0.22
)
$
0.23


The
accompanying notes are an integral part of these consolidated financial statements.

F-5

---





NOVAMED, INC. AND SUBSIDIARIES        CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY        (Dollars and shares in thousands)

Common StockDeferred
Compensation
Restricted
Stock

Accumulated
Other
Comprehensive
Loss

Retained
Earnings
(Accumulated)
(Deficit)

Treasury StockPar
Value

Additional
Paid-In
Capital

Total
Stockholders'
EquityShares

Shares

At CostBalance, December 31, 2005


26,783

$
268

$
84,830

$
(1,572
)
$


$
(17,393
)

(4,387
)
$
(7,458
)
$
58,675Reclassification of deferred compensation








(1,572
)

1,572














Stock options exercised


1,673


17


4,367











(305
)

(2,296
)

2,088Shares issuedemployee stock purchase plan


23





136

















136Restricted stock activity


55

















(21
)

(158
)

(158
)Stock-based compensation expense








1,892

















1,892Unrealized loss on interest rate swaps














(254
)










(254
)Net income

















5,737








5,737Balance, December 31, 2006


28,534


285


89,653





(254
)

(11,656
)

(4,713
)

(9,912
)

68,116Stock options exercised


761


8


2,693











(82
)

(626
)

2,075Shares issuedemployee stock purchase plan


37





163

















163Restricted stock activity


75

















(48
)

(153
)

(153
)Stock-based compensation expense








2,602

















2,602Sale of warrants








14,000

















14,000Convertible note call options, net of $8,160 tax benefit








(15,840
)
















(15,840
)Unrealized loss on interest rate swaps














(196
)










(196
)Net loss

















(5,594
)







(5,594
)Balance, December 31, 2007


29,407


293


93,271





(450
)

(17,250
)

(4,843
)

(10,691
)

65,173Stock options exercised


304


3


2,157

















2,160Shares issuedemployee stock purchase plan


35





116

















116Restricted stock activity




















(34
)

(103
)

(103
)Stock-based compensation expense








2,219

















2,219Repurchases of common stock




















(1,909
)

(6,871
)

(6,871
)Unrealized gain on interest rate swaps














232











232Net income

















9,577








9,577Balance, December 31, 2008


29,746

$
296

$
97,763

$


$
(218
)
$
(7,673
)

(6,786
)
$
(17,665
)
$
72,503


The
accompanying notes are an integral part of these consolidated financial statements.

F-6

---





NOVAMED, INC. AND SUBSIDIARIES        CONSOLIDATED STATEMENTS OF CASH FLOWS        (Dollars in thousands)

Years Ended December 31,2008

2007

2006Cash flows from operating activities:Net income (loss)

$
9,577

$
(5,594
)
$
5,737Adjustments to reconcile net income (loss) to net cash provided by operations, net of effects of purchase transactions:Depreciation and amortization


4,318


4,013


3,090Gain on sale of minority interests/divestitures





(79
)

(102
)(Earnings) loss of non-consolidated affiliate





67


(13
)Loss on investment in non-consolidated affiliate





1,041


Stock-based compensation expense


2,219


2,602


1,892Amortization of subordinated debt fees


646


331


(Gain) loss on sale of ASC


(299
)

1,648


Deferred income taxes


5,463


4,285


3,351Minority interests


16,387


15,020


11,540Distributions to minority partners


(16,374
)

(15,032
)

(9,448
)Goodwill and asset impairment charge


(34
)

9,572


Changes in operating assets and liabilitiesAccounts receivable


1,577


1,510


(3,300
)Inventory


267


(111
)

(56
)Other current assets


(227
)

29


24Accounts payable, accrued expenses and income taxes payable


1,277


(1,534
)

1,943Other noncurrent assets


254


224


18Net cash provided by operating activities


25,051


17,992


14,676Cash flows from investing activities:Payments for acquisitions, net


(50,119
)

(39,788
)

(55,266
)Purchases of property and equipment


(4,896
)

(2,461
)

(3,522
)Proceeds from sale of minority interests





273


653Proceeds from sale of property and equipment


96





364Proceeds from sale of ASC


376


141


Other


(873
)




Net cash used in investing activities


(55,416
)

(41,835
)

(57,771
)Cash flows from financing activities:Borrowings under revolving credit agreement


58,300


54,500


85,500Payments under revolving credit agreement


(25,200
)

(88,200
)

(44,800
)Other long term borrowings


102


37


4,000Proceeds from the issuance of convertible subordinated debt, net





62,375


ASC relocation borrowings


3,300





Proceeds from the issuance of stock, net of issuance costs


507


1,148


690Repurchase of common stock


(6,719
)




Payments of other debt, debt issuance fees and capital lease obligations


(1,432
)

(2,378
)

(1,242
)Net cash provided by financing activities


28,858


27,482


44,148Net (decrease) increase in cash and cash equivalents


(1,507
)

3,639


1,053Cash and cash equivalents, beginning of year


6,382


2,743


1,690Cash and cash equivalents, end of year

$
4,875

$
6,382

$
2,743


The
accompanying notes are an integral part of these consolidated financial statements.

F-7

---





NOVAMED, INC. AND SUBSIDIARIES        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS        (Dollars in thousands, except per share data)

1. GENERAL INFORMATION

Description of the Business

NovaMed, Inc. (NovaMed) along with its subsidiaries (collectively, the Company) is an owner and operator of ambulatory surgery
centers (ASCs). The Company's primary focus and strategy is to acquire, develop and operate ASCs in joint ownership with physicians throughout the United States. At December 31, 2008, the
Company owned and operated 37 ASCs where surgeons perform various surgical procedures. The Company owned a majority interest in 35 of its ASCs with physicians owning the remaining equity interests in
these ASCs. The Company owns all of the equity interests in its other two ASCs. The Company also owns a 25% equity interest in an ASC that it plans to divest. The Company also has laser services
agreements pursuant to which it provides excimer lasers and other services to ophthalmologists for their use in performing laser vision correction (LVC) surgery.

The
Company also owns and operates optical laboratories, an optical products purchasing organization and marketing products and services businesses.

The
Company also continues to provide management services to two eye care practices pursuant to long-term service agreements. These practices are located in Illinois and
Georgia. Under these service agreements, the Company provides business, information technology, administrative and financial services to its affiliated providers in exchange for a management fee.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Financial Statement Presentation and Principles of Consolidation

The consolidated financial statements include the financial statements of NovaMed and its wholly owned and majority owned subsidiaries.
The Company uses the equity method of accounting for the ASCs in which it owns a minority interest. The Company consolidates two physician practice management (PPM) entities under the guidance of
EITF 97-2,Application of FASB Statement No. 94 and APB Opinion No. 16 to Physician Practice Management Entities and Certain Other Entities
with Contractual Management Arrangements. All significant intercompany balances and transactions have been eliminated in consolidation. Prior year amounts have been
reclassified to conform to current year presentation.

Cash and Cash Equivalents

Cash and cash equivalents include all highly liquid instruments with an original maturity of three months or less from the date of
purchase. Pursuant to six of its limited liability company agreements, the cash held by each entity is restricted to that entity's use. The cash balance subject to such restrictions was $3,100 and
$2,961, at December 31, 2008 and 2007, respectively.

Inventory

Inventory consists primarily of surgical supplies used in connection with the operation of the Company's ASCs and optical products such
as eyeglass frames, optical lenses and contact lenses. Inventory is valued at the lower of cost or market, with cost determined using the first-in, first-out (FIFO) method.

F-8

---



NOVAMED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

The
Company routinely reviews its inventory for obsolete, slow moving or otherwise impaired inventory and records estimated imparirments in the periods in which they occur.

As of December 31,

2008

2007Surgical supplies

$
1,577

$
1,530Optical products


690


745Other


88


91Total inventory

$
2,355

$
2,366


Property and Equipment

Property and equipment are stated at lower of cost or fair value at the date of acquisition. Depreciation of property and equipment is
calculated using the straight-line method over the estimated useful lives of the related assets, generally three to seven years for equipment, computer software, furniture and fixtures,
and up to the lease term for leasehold improvements. Routine maintenance and repairs are charged to expense as incurred.

Intangible Assets

The Company's acquisitions and affiliations involve the purchase of tangible and intangible assets and the assumption of certain
liabilities. As part of the purchase price allocation, the Company allocates the purchase price to the tangible assets acquired and liabilities
assumed, based on estimated fair market values, with the remainder of the purchase price allocated to intangibles. The Company accounts for intangible assets in accordance with Statement of Financial
Accounting Standards No. 142,Goodwill and Other Intangible Assets(SFAS 142). Goodwill is not amortized but is subject to an annual
impairment assessment in relation to its fair value.

The
Company's reported goodwill represents a significant portion of its total assets. The Company tests goodwill for impairment in accordance with Statement of Financial Accounting
Standards No. 142,Goodwill and Other Intangible Assets, annually and/or when factors indicating impairment are present. In conducting the
impairment analysis, the Company utilizes a market comparable and discounted cash flow approach. Differences in assumptions used under this approach could have a significant impact on the
determination of the fair value of our reporting units. The Company currently believes it has adequate support for the carrying value of the goodwill based on assumptions used in the impairment
analysis. However, the analysis requires significant judgments and estimates to be made by management. The Company cannot predict the occurrence of certain future events that might adversely affect
the reported value of goodwill. The Company will continue to perform a goodwill impairment test on an annual basis and on an interim basis if indicators of impairment exist. As additional information
becomes known, the Company may change its estimates.

Impairment of Long-Lived Assets

The Company reviews the carrying value of the long-lived assets periodically to determine if facts and circumstances exist
that would suggest that assets might be impaired or that the useful lives should be modified. Among the factors the Company considers in making the evaluation are changes in market

F-9

---



NOVAMED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

position
and profitability. If facts and circumstances are present which may indicate impairment is probable, the Company will prepare a projection of the undiscounted cash flows of the specific
business entity and determine if the long-lived assets are recoverable based on these undiscounted cash flows. If impairment is indicated, an adjustment will be made to reduce the carrying
amount of these assets to their fair value. The Company accounts for impairment and disposal of its long-lived assets in accordance with Statement of Financial Accounting Standards
No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets(SFAS 144).

Income Taxes

The Company uses the liability method of accounting for income taxes in accordance with Statement of Financial Accounting Standards
No. 109,Accounting for Income Taxes. Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of
assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, using enacted tax rates in effect for the year in which the differences are expected to reverse.
Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

Fair Value of Financial Instruments

The carrying value of financial instruments such as accounts receivable, notes and amounts due from affiliated providers, accounts
payable and accrued expenses are reasonable estimates of their fair value because of the short maturity of these items. The Company believes the current carrying amounts of its notes receivable from
related parties, line of credit, and obligations under capital leases approximate fair value because the interest rates on these instruments are subject to change with, or approximate, market interest
rates. The Company enters into interest rate swap agreements to protect it against interest rate fluctuations of the LIBOR rate on certain of its debt. The fair value of the swaps is determined based
on market interest rates for similar maturity periods and is discussed in Note 16. At December 31, 2008, the carrying value and fair value of the Company's convertible notes were $73,168
and $45,563, respectively.

Revenue Recognition



Revenue in the Company's ASCs is based on fees charged to patients, third-party payors or others for use of the facilities and relates
primarily to surgical procedures performed in the ASCs. Revenue from fixed-site laser services installations is the fee charged to the doctor for use of the laser placed in that doctor's
facility. Surgical facility revenue is net of contractual adjustments and a provision for doubtful accounts and is recognized at the time the surgical procedure is performed. The contractual allowance
is the difference between the fee charged and the amount expected to be paid by the patient or the applicable third-party payor, which includes Medicare and private insurance. The Company bases its
estimates for the contractual allowance on the Medicare reimbursement rates when Medicare is the payor, contracted rates with other third party payors or historical experience when there is not a
specific contracted rate. The estimate for doubtful accounts is based on the aging category and historical collection experience. Although the Company does not separately track contractual adjustments
and provisions for doubtful accounts, management believes that the amounts related to bad debts are immaterial for all periods presented. While the Company believes that its contractual allowances are
appropriate, if its actual

F-10

---



NOVAMED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

contractual
adjustments or bad debts differ from its estimates, the Company's results of operations may be affected. During the years ended December 31, 2008, 2007 and 2006, the Company had no
significant adjustments to contractual allowances related to prior periods.



The Company's optical products purchasing organization negotiates volume buying discounts with optical products manufacturers. The
buying discounts and any handling charges billed to the members of the buying group represent the revenue recognized for financial reporting purposes. Revenue is recognized as orders are shipped to
members. The Company bases its estimates for sales returns and discounts on historical experience and has not experienced significant fluctuations between estimated and actual return activity and
discounts given.

The
Company's optical laboratories manufacture and distribute corrective lenses and eyeglasses to both affiliated and non-affiliated ophthalmologists and optometrists.
Revenue is recognized when product is shipped, net of an allowance for discounts. The Company's marketing products and services businesses recognize revenue when the product is shipped or service
rendered.

Revenue
generated from affiliated ophthalmologists and optometrists with whom the Company has a management services agreement is eliminated in consolidation.

The
Company owns the net operating assets and has long-term service agreements (SAs) with an ophthalmology practice and an optometric practice with a retail optical store.
The Company provides services, facilities and equipment under these SAs. The SAs have 25 to 40-year terms and require the Company to provide all of the business, administrative and
financial services necessary to operate the practices and the retail optical store. The Company recognizes the revenue of the SAs based on services performed and retail sales adjusted for contractual
arrangements. These practices are consolidated in the Company's financial statements and all intercompany transactions are eliminated.

The
Company also records an estimate for doubtful accounts based on the aging category and historical collection experience of each product sales and other business described above.

Cost of Sales and Medical Supplies

Cost of sales and medical supplies includes the cost of optical products such as eyeglass frames, optical lenses, contact lenses and
surgical supplies, direct labor costs incurred in the preparation of optical lenses, and the per procedure fees paid by the Company related to operating the equipment used in LVC procedures.

Stock Based Compensation

Effective January 1, 2006, the Company adopted Statement of Financial Accounting Standards No. 123 (revised 2004), Share Based Payment(SFAS 123(R)), applying the modified prospective method. Prior to the adoption of SFAS 123(R), the Company applied the
provisions of APB Opinion No. 25,Accounting for Stock Issued to Employees(APB 25), in accounting for its stock-based awards, and
accordingly, recognized no compensation cost for its stock plans other than for its restricted stock awards. Under the modified prospective method, SFAS 123(R) applies to new awards and to
awards that were

F-11

---



NOVAMED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

outstanding
as of December 31, 2005 that are subsequently vested, modified, repurchased or cancelled. Compensation expense recognized during 2008, 2007 and 2006 includes the portion vesting
during the
period for (1) all share-based payments granted prior to, but not yet vested as of December 31, 2005, based on the grant date fair value estimated in accordance with the original
provisions of Statement of Financial Accounting Standards No. 123,Accounting for Stock-Based Compensation(SFAS 123) and (2) all
share-based payments granted subsequent to December 31, 2005, based on the grant-date fair value estimated in accordance with FAS 123(R). All such estimates were made using
the Black-Scholes option-pricing model.

Concentration of Credit Risk

For the years ended December 31, 2008, 2007 and 2006, approximately 35%, 35% and 38%, respectively, of the Company's net revenue
was received from Medicare and other governmental programs, which reimburse providers based on fee schedules determined by the related governmental agency. In the ordinary course of business,
providers receiving reimbursement from Medicare and other governmental programs are potentially subject to a review by regulatory agencies concerning the accuracy of billings and sufficiency of
supporting documentation.

Use of Estimates

The preparation of 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 and disclosure of contingent 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.

Recent Accounting Pronouncements

In February 2007, the FASB issued SFAS No. 159,The Fair Value Option for Financial Assets and Financial
Liabilities("SFAS 159"). SFAS 159 allows entities the option to reflect eligible financial instruments at fair value. Such election, which may be applied on an
instrument by instrument basis, is typically irrevocable once elected. SFAS 159 is effective for financial statements issued for fiscal years beginning after November 15, 2007. The
Company did not elect to apply the fair value option to any of its financial instruments.

In
December 2007, the FASB issued SFAS No. 160,Non-Controlling Interests in Consolidated Financial Statements an amendment of ARB
No. 51("SFAS 160"). SFAS 160 establishes new standards for the accounting for and reporting of non-controlling interests (formerly minority
interests) and for the loss of control of partially owned and consolidated subsidiaries. SFAS 160 does not change the criteria for consolidating a partially owned entity. SFAS 160 is
effective for fiscal years beginning after December 15, 2008. The provisions of SFAS 160 will be applied prospectively upon adoption except for the presentation and disclosure
requirements which will be applied retrospectively. The adoption of SFAS 160 will result in changes in the presentation of the Company's financial position, primarily due to reclassification of
minority interest to a component of shareholders' equity, but is not expected to have a material effect on its results of operations or cash flows.

F-12

---



NOVAMED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

In
December 2007, the FASB issued SFAS No. 141 (revised 2007) ("SFAS 141R"), a revision of SFAS 141,Business
Combinations. SFAS 141R establishes requirements for the recognition and measurement of acquired assets, liabilities, goodwill, and non-controlling
interests. SFAS 141R also provides disclosure requirements related to business combinations. SFAS 141R is effective for fiscal years beginning after December 15, 2008.
SFAS 141R will be applied prospectively to business combinations with an acquisition date on or after the effective date. The impact of adopting SFAS 141R will be dependent on future
acquisitions that the Company may pursue after its effective date.

In
March 2008, the FASB issued SFAS No. 161,Disclosures about Derivative Instruments and Hedging Activities("SFAS 161").
SFAS 161 is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects
on an entity's financial position, financial performance and cash flows. SFAS 161 is effective for the Company beginning on January 1, 2009.

In
April 2008, the FASB issued FASB Staff Position ("FSP") No.142-3,Determination of the Useful Life of Intangible Assets("FSP 142-3"). FSP 142-3 amends the factors that should be considered in developing assumptions about renewal or extension used in estimating the useful life of a recognized
intangible asset under SFAS No. 142,Goodwill and Other Intangible Assets("SFAS 142") and expands the disclosure requirements of
SFAS 142. The provisions of FSP 142-3 are effective for the Company as of January 1, 2009. The provisions of FSP 142-3 for determining the useful life of a
recognized intangible asset shall be applied prospectively to intangible assets acquired after the effective date. The disclosure requirements shall be applied prospectively to all intangible assets
recognized as of, and subsequent to, the effective date. The Company does not expect the impact of the adoption of FSP 142-3 to have a material effect on its financial position or results
of operations.

In
May 2008, the FASB issued FSP No. APB 14-1 ("FSP APB 14-1"),Accounting for Convertible Debt Instruments that May be
Settled in Cash Upon Conversion. FSP APB 14-1 requires that the liability and equity components of convertible debt instruments that may be settled in cash
upon conversion (including partial cash settlement) be separately accounted for in a manner that reflects an issuers nonconvertible debt borrowing rate. The resulting debt discount is amortized over
the period the convertible debt is expected to be outstanding as additional non-cash interest expense. FSP APB 14-1 is effective for financial statements issued for
fiscal years beginning after December 15, 2008, and for interim periods within those fiscal years. Retrospective application to all periods presented is required except for instruments that
were not outstanding during any of the periods that will be presented in the annual financial statements for the period of adoption but were outstanding during an earlier period. The adoption of this
FSP will add approximately $4,225, $3,867 and $1,852 of non-cash interest expense to the Company's 2009, 2008 and 2007 results of operations, respectively. This will result in a reduction
to net income of approximately $2,577 ($0.11 per diluted share), $2,359 ($0.10 per diluted share) and $1,130 ($0.04 per diluted share) in 2009, 2008 and 2007, respectively. The adoption of this FSP
will not have an impact on the Company's cash flows.

In
June 2008, the FASB ratified EITF Issue No. 07-5,Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entity's Own
Stock("EITF 07-5"). EITF 07-5 provides that an entity should use a two step approach to evaluate whether an equity-linked financial
instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument's contingent exercise and

F-13

---



NOVAMED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

settlement
provisions. EITF 07-5 is effective for fiscal years beginning after December 15, 2008. The Company is currently evaluating the impact of the adoption of this EITF
on its results of operations.

3. EARNINGS PER COMMON SHARE (EPS)

Basic EPS is calculated by dividing net income by the weighted average number of common shares
outstanding during the period. 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. The dilutive effect of potential common shares, consisting of outstanding stock options and restricted stock, is calculated using the treasury stock method.

Earnings
per common share is calculated as follows:

Year Ended December 31,2008

2007

2006Income from continuing operations

$
9,325

$
5,932

$
5,536(Loss) income from discontinued operations


252


(11,526
)

201Net (loss) income

$
9,577

$
(5,594
)
$
5,737Basic weighted average number of common shares outstanding


24,295


24,117


23,252Effect of dilutive securitiesstock options and restricted stock


601


1,034


1,605Diluted weighted average number of shares outstanding


24,896


25,151


24,857Basic earnings (loss) per common share:Continuing operations

$
0.38

$
0.25

$
0.24Discontinued operations


0.01


(0.48
)

0.01Basic earnings (loss) per share

$
0.39

$
(0.23
)
$
0.25Diluted earnings (loss) per common share:Continuing operations

$
0.37

$
0.24

$
0.22Discontinued operations


.01


(0.46
)

0.01Diluted earnings (loss) per share

$
0.38

$
(0.22
)
$
0.23


F-14

---





NOVAMED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

4. STATEMENT OF CASH FLOWSSUPPLEMENTAL INFORMATION

Years ended December 31,2008

2007

2006Supplemental cash flow information:Interest paid

$
3,188

$
4,904

$
2,393Income taxes paid


385


633


319Income tax refunds received


126





38


Non-cash investing and financing activities:

During the first quarter of 2007, a former senior executive exercised stock options to acquire 287,199 shares of common stock. Per the
terms of the stock option agreements and the Company's stock incentive plans, the former executive tendered to the Company 82,006 shares of the Company's common stock to fund the $626 aggregate
exercise price. The Company added these tendered shares into treasury resulting in an increase in treasury stock of $626. These shares are available for future issuance under the Company's stock
incentive plans.

During
2008, 2007 and 2006, the Company received 34,079, 47,416 and 21,522 shares of its common stock from certain executives to fund $103, $153 and $158 of tax withholding,
respectively, due on restricted stock granted to them, which vested during the year. These were recorded as treasury shares and certain of these shares are available for future issuance under the
Company's stock incentive plans.

During
the first quarter of 2006, the Company received 305,254 shares of its common stock from the estate of Stephen J. Winjum to fund the $2,296 aggregate option exercise price of the
estate's remaining 1,330,730 options. During the third quarter of 2005, the Company received 129,180 shares of its common stock from the estate to fund the $994 aggregate option exercise price of
240,000 options due to expire on August 21, 2005. These were recorded as treasury shares and are available for future issuance under the Company's stock incentive plans.

In
2008, 2007 and 2006, the Company obtained medical equipment by entering into capital leases for $1,070, $294 and $279, respectively.

5. ACQUISITIONS AND SALES OF MINORITY INTERESTS

The Company accounts for acquisitions of majority equity interests in ASCs using the purchase method of accounting. The results of operations are included in the consolidated financial
statements of the Company from the date of acquisition.

The
Company acquired a majority interest in three ASCs in 2008. The Company also acquired a 100% interest in a call center and marketing solutions business in 2008. The Company acquired
a majority interest in two ASCs in 2007. The Company also acquired a 100% interest in an optical products purchasing organization in 2007. The Company acquired a majority interest in nine ASCs during
2006. Total cash acquisition cost in 2008 for these ASCs and call center and marketing solutions business was $49,427 of which the Company allocated $48,017 to goodwill and $1,191 to amortizable
intangible assets. Total cash acquisition cost in 2007 for these ASCs and optical products purchasing organization was $39,600 of which the Company allocated $35,942 to goodwill and $2,860 to
amortizable intangible assets. Total cash acquisition cost in 2006 for these ASCs was $51,110 of which the Company allocated $47,473 to

F-15

---



NOVAMED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

5. ACQUISITIONS AND SALES OF MINORITY INTERESTS (Continued)

goodwill.
The goodwill is not amortized in accordance with SFAS 142 and is expected to be fully deductible for tax purposes.

On
June 1, 2007, the Company acquired a 62.5% interest in the Surgery Center of Kalamazoo ("Kalamazoo"), a multi-specialty ASC located in Portage, Michigan, for $24,600, of which
the Company allocated $24,662 to goodwill. In addition to the purchase price, the Company paid $86 of direct acquisition costs. The acquisition was funded from the Company's credit facility. The
purchase price for the 62.5% ownership interest in Kalamazoo was allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the
acquisition date. The excess of the purchase price over the estimated fair value of the identifiable net assets acquired was recorded as goodwill. The following table summarizes the purchase price
allocation:

Fair value of current assets

$
1,084Fair value of long-term assets


1,067Fair value of current liabilities


(614
)Fair value of long-term liabilities


(1,489
)Minority partner share of net assets


(24
)Goodwill


24,662Total purchase price

$
24,686


In
addition, on August 2, 2006, NovaMed Eye Surgery Center of New Albany, LLC ("New Albany ASC"), of which the Company owns a 67.5% interest, acquired substantially all of
the assets of the John Kenyon Center for Eye Surgery, an ophthalmic ASC located in Jeffersonville, Indiana. The New Albany ASC entered into a $4,000 installment note to fund this acquisition. The term
of the loan is seven years. $3,957 of the purchase price was allocated to goodwill. In September, the Jeffersonville ASC was consolidated with the New Albany ASC, located in New Albany, Indiana.

The
following unaudited pro forma results of operations assume that the business acquisitions in 2008 and 2007 occurred as of January 1, 2007 and that the business acquisitions in
2007 and 2006 occurred as of January 1, 2006. The unaudited pro forma results below are based on historical results of operations and do not necessarily reflect actual results that would have
occurred:

Year ended December 31,Pro forma results

2008

2007

2006Net revenue

$
159,854

$
156,350

$
129,241Operating income


44,391


43,899


33,497Income from continuing operations


10,833


8,290


6,761Net income (loss)


11,085


(3,236
)

6,962Earnings per common share from continuing operations:Basic


0.45


0.34


0.29Diluted


0.44


0.33


0.27Earnings (loss) per common share:Basic


0.46


(0.13
)

0.30Diluted


0.45


(0.13
)

0.28


F-16

---



NOVAMED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

5. ACQUISITIONS AND SALES OF MINORITY INTERESTS (Continued)

Effective
January 31, 2006, the Company acquired an additional 15% interest in its pain management ASC located in New Albany, Indiana for $150. The Company purchased 7.5% from
each of its existing partners, increasing the Company's ownership in this ASC to 51%. Prior to this additional purchase,
the Company consolidated this ASC because it maintained effective control over the ASC's assets and operations. The Company continues to consolidate this ASC.

Effective
January 31, 2006, the Company's ASC located in Berkley, Michigan redeemed its retiring partner's entire interest in this ASC, issuing a promissory note payable in eight
quarterly installments through November 1, 2007. This physician's 24% interest was allocated proportionately among the remaining partners. As a result of this redemption, the Company's
ownership interest in this ASC increased by 16% from its previous 51% to 67%. Effective September 1, 2006, the Company sold this 16% interest to its two existing partners and a new physician
partner for $443, reducing the Company's interest in this ASC to 51%.

The
Company also sold minority equity interests in four of its existing ASCs during 2007 and 2006 to various physicians. From the sale of minority interests, the Company received in the
aggregate approximately $273 and $210 in cash proceeds in 2007 and 2006, respectively.

6. PROPERTY AND EQUIPMENT

Property and equipment consist of the following as of December 31, 2008 and 2007:

2008

2007Equipment

$
25,090

$
19,085Information technology


3,698


2,959Furniture and fixtures


1,375


1,187Land and buildings


286


286Leasehold improvements


15,703


8,89946,152


32,416LessAccumulated depreciation and amortization


(25,626
)

(18,850
)$
20,526

$
13,566


Depreciation
and amortization expense in 2008, 2007 and 2006 was $4,311, $3,635 and $2,708, respectively.

7. GOODWILL AND OTHER INTANGIBLE ASSETS

The Company accounts for intangible assets in accordance with SFAS 142. The carrying value of these assets is assessed at least annually and an impairment charge is recorded if
appropriate.

F-17

---



NOVAMED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

7. GOODWILL AND OTHER INTANGIBLE ASSETS (Continued)

Goodwill
balances by reportable segment are summarized in the table below:

Unamortized GoodwillSurgical
Facilities

Product Sales

Other

Total

Amortized
IntangiblesBalance January 1, 2006

$
61,805

$
5,475

$
941

$
68,221

$
78Acquisitions


51,559








51,559


Amortization














(30
)Balance December 31, 2006


113,364


5,475


941


119,780


48Acquisitions


32,019


4,682





36,071


1,750Purchase price adjustments


(154
)







(154
)

Amortization














(30
)Impairments


(10,537
)







(10,537
)

Balance December 31, 2007


134,692


10,157


941


145,790


1,768Acquisitions


47,329


688





48,017


1,266Purchase price adjustments


1,650


351





2,001


Amortization














(293
)Other


(135
)

(1,110
)




(1,245
)

1,110Balance December 31, 2008

$
183,536

$
10,086

$
941

$
194,563

$
3,851


8. ACCRUED EXPENSES

Accrued expenses consist of the following as of December 31, 2008 and 2007:

2008

2007Accrued payroll and related benefits

$
2,307

$
2,046Accrued incentive compensation


1,355


655Accrued interest


417


197Deferred revenue


1,076


612Accrued professional fees


410


501Accrued business taxes


331


307ASC purchase price contingency


743


Other


67


161$
6,706

$
4,479


9. DISCONTINUED OPERATIONS

As of January 1, 2002, the Company adopted SFAS 144 under which it reports as discontinued operations certain entities that have been disposed of or are classified as held
for sale. Under SFAS 144, an entity held for sale that qualifies as a discontinued operation is measured at the lower of its carrying amount or fair value less cost to sell. A loss is
recognized for any initial or subsequent write-down to fair value less cost to sell and is reported within discontinued operations. The results of operations of current

F-18

---



NOVAMED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

9. DISCONTINUED OPERATIONS (Continued)

and
prior periods of an entity disposed of or classified as held for sale is reported in discontinued operations.

On
December 12, 2007, the Board of Directors of the Company approved a plan to close or sell three majority owned ASCs located in Columbus, Georgia; Laredo, Texas and Thibodaux,
Louisiana. Prior to reporting these ASCs as discontinued operations, they represented approximately 2% of the Company's consolidated net revenue and a net loss of approximately $0.01 per diluted share
in 2007. The Board determined to close or sell the Columbus, Georgia and Laredo, Texas ASCs due to their continued unprofitability. The Thibodaux, Louisiana ASC only had one surgeon who was planning
to retire shortly. The decision to close or sell this ASC was based on the ASC's competitive position in the market, limited growth potential, and the lack of a succession plan for the surgeon in this
rural area.

Subsequent
to the decision to sell or close the ASCs above, the Company completed the sale of the Columbus, Georgia ASC. The Company received net sale proceeds of $141 and recorded a net
loss on sale of the ASC of $1,648 during the fourth quarter of 2007.

During
the fourth quarter of 2007, the Company recorded a net loss on the pending divestiture of the Laredo, Texas ASC of $8,092. The net loss primarily related to the write down of the
carrying value of net assets to the Company's estimate of fair market value less costs to sell the ASC. In August 2008,
the ASC, of which the Company owned a 96% interest, sold substantially all of it assets for $156. As a result, the Company adjusted its previously recorded loss on the sale of the ASC and recorded a
pre-tax gain of $243 in the third quarter of 2008.

During
the fourth quarter of 2007, the Company recorded a net loss on the pending divestiture of the Thibodaux, Louisiana ASC of $1,480. The net loss primarily related to the write down
of the carrying value of net assets to the Company's estimate of fair market value less costs to sell the ASC. In February 2008, the Company completed the sale of its 70% interest in the ASC and
received proceeds of $226. As a result, the Company adjusted its previously recorded loss on the sale of the ASC and recorded a pre-tax gain of $61 in the first quarter of 2008.

In
addition to recording the net loss on disposal of the ASCs described above, the Company reported the results of operations of these ASCs within discontinued operations for all periods
presented within the Consolidated Statements of Operations and has excluded amounts related to these ASCs from amounts reflected in footnotes that disclose information about continuing operations.

F-19

---



NOVAMED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

9. DISCONTINUED OPERATIONS (Continued)

The
operating results of all discontinued operations are summarized as follows:

Year ended December 31,2008

2007

2006Net revenue

$
148

$
2,456

$
4,178Operating expense


290


3,289


3,794Interest and other (income) expense, net


7


(331
)

54(Loss) income from operations before income taxes


(149
)

(502
)

330Income tax (benefit) expense


(58
)

(196
)

129Net (loss) income

$
(91
)
$
(306
)
$
201(Loss) gain on disposal of discontinued operations

$
343

$
(11,042
)
$
Income tax expense





178


Net (loss) gain on disposal of discontinued operations

$
343

$
(11,220
)
$



10. INCOME TAXES

The Company and some of its subsidiaries file income tax returns in the U.S. federal jurisdiction and various state jurisdictions. With few exceptions, the Company is no longer subject
to U.S. federal, state or local income tax examinations by tax authorities for years before 2005.

The
Company adopted the provisions of FASB Interpretation No. 48,Accounting for Uncertainty in Income Taxes,on January 1,
2007 ("FIN 48"). As a result of the implementation of FIN 48, the Company recognized a liability for unrecognized tax benefits of approximately $416. No adjustment was made to the
beginning retained earnings balance, as the ultimate deductibility of all these tax positions was judged to be highly certain but there is uncertainty about the timing of such deductibility. No
interest or penalties have been accrued relative to these positions due to the Company having either a tax loss or having utilized a net operating loss carryforward to offset any taxable income in all
subject years. Deferred tax assets have been recorded to recognize the future benefits of the positions reserved for in the FIN 48 liability. Because of the impact of deferred income tax
accounting, the temporary differences would not affect the annual effective tax rate.

Should
the Company need to accrue interest or penalties on unrecognized tax positions, it would recognize the interest in interest expense and penalties in operating expenses.

A
reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

2008

2007Unrecognized tax benefitsBeginning Balance

$
435

$
416Gross increasestax positions in prior period





Gross decreasestax positions in prior period





Gross increasescurrent period tax positions





99Settlements


(70
)

(80
)Lapse of statute of limitations





Unrecognized tax benefitsEnding Balance

$
365

$
435


F-20

---



NOVAMED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

10. INCOME TAXES (Continued)

The
income tax provision from continuing operations consists of the following for the years ended December 31, 2008, 2007 and 2006:

2008

2007

2006CurrentFederal

$
74

$


$
State


366


323


317440


323


317DeferredFederal


3,625


(5,125
)

1,774State


209


335


237Deferred tax provision (benefit)


3,834


(4,790
)

2,011Less: discontinued operations tax (provision) benefit


59


18


(129
)3,893


(4,772
)

1,882OtherTax benefit of convertible note hedge payment and stock-based compensation recorded as additional paid-in-capital


1,629


9,075


1,340$
5,962

$
4,626

$
3,539


A
reconciliation of income tax expense from continuing operations and the amount calculated using the U.S. statutory rate of 34% is presented as follows:

2008

2007

2006Tax expense at U.S. statutory rate


34.0
%

34.0
%

34.0
%State taxes, net


3.8


4.4


3.9Valuation allowance





3.9


Other


1.2


1.5


1.1Provision for income taxes


39.0
%

43.8
%

39.0
%


At
December 31, 2008, the Company had federal net operating loss carryforwards of approximately $3,100 and $327 of federal alternative minimum tax credit carryforwards. The
federal net operating loss carryforwards expire in 2022, 2023 and 2028 and the federal alternative minimum tax credits carry forward indefinitely. The Company also has capital loss carryforwards of
approximately $7,100, net of a $6,700 valuation reserve, that expire starting in 2007 through 2010. Due to the new reporting requirements of FAS123(R), the asset related to the net operating loss
carryforward is not recorded on the Company's balance sheet because the loss was created by the tax benefits of stock option exercises and under the new accounting rules cannot be recognized for book
purposes until the benefit has been realized by actually reducing taxes payable.

F-21

---



NOVAMED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

10. INCOME TAXES (Continued)

Deferred
tax assets (liabilities) are comprised of the following at December 31, 2008 and 2007:

2008

2007Deferred tax assetsDiscontinued operations and restructuring

$
6,039

$
6,753Goodwill impairment charges


1,613


1,613Capital loss carryforward


2,682


2,682Loss on investment on nonconsolidated affiliate


396


396Deferred revenue


215


89Convertible note hedge payment


5,712


7,344AMT credit


327


251Discount on conversion of notes


107


139Compensation expense related to stock options


1,946


1,337Receivable and inventory reserves


420


464Compensation expense


104


228Other


545


37720,106


21,673Valuation allowance


(8,383
)

(9,069
)Total deferred tax assets


11,723


12,604Deferred tax liabilitiesDepreciation and amortization


(11,690
)

(8,784
)Prepaid expense


(379
)

(262
)Other





Total deferred tax liabilities


(12,069
)

(9,046
)Net deferred tax assets (liabilities)

$
(346
)
$
3,558


The
Company recorded a valuation allowance on a portion of the losses on the sale of discontinued operations which are capital in nature, and on a portion of the stock options not
expected to be exercised. Additionally, a valuation allowance has been recorded with respect to increased capital loss carryforwards generated by the loss on equity investment in a nonconsolidated
affiliate in 2007.

11. LONG-TERM DEBT AND CONVERTIBLE SENIOR SUBORDINATED NOTES

Long-term debt consists of the following as of December 31, 2008 and 2007:

2008

2007Revolving credit facility

$
57,100

$
24,000Capital lease obligations (see Note 12)


1,265


575Notes payable


12,664


4,960LessCurrent maturities


(3,282
)

(1,035
)Total long-term debt

$
67,747

$
28,500Convertible subordinated debt, net of discount

$
73,168

$
72,676


F-22

---





NOVAMED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

11. LONG-TERM DEBT AND CONVERTIBLE SENIOR SUBORDINATED NOTES (Continued)

Cash
payments required on debt in the five years subsequent to December 31, 2008 and thereafter are reflected in the table below:

2009

$
4,1532010


61,1182011


3,9702012


76,7332013


1,144Thereafter


1,178Total cash payments

$
148,296Less: interest on capital leases and notes payable


(2,267
)Less: convertible debt discount


(1,832
)Total debt

$
144,197


Revolving Credit Facility

Effective February 7, 2007, the Company amended its credit facility, increasing the maximum commitment available under the
facility from $80,000 to $125,000 and extending the expiration date to February 5, 2010. The maximum commitment available under the facility is the lesser of $125,000 or the maximum allowed
under the calculated ratio limitations. At December 31, 2008, the Company had approximately $67,000 of potential borrowing availability under its credit facility. The amended credit agreement
also includes an option allowing the Company to increase the maximum commitment available to $150,000 under certain conditions. Maximum borrowing availability and applicable interest rates under the
facility are based on a ratio of total indebtedness to earnings before interest, taxes, depreciation and amortization, as defined in the credit agreement. The amended credit agreement provided for
temporary increases in this ratio through September 30, 2008 for purposes of calculating the maximum borrowing availability. This ratio decreased following September 30, 2008 and reduced
the Company's maximum borrowing capacity. Interest on borrowings under the facility is payable at an annual rate equal to the Company's lender's published base rate plus the applicable borrowing
margin, ranging from 0.0% to 0.50% or LIBOR plus a range from 1.25% to 2.50%, varying depending upon the calculated ratios and the Company's ability to meet other financial covenants. In addition, a
fee ranging from 0.20% to 0.25% is charged on the unused portion of the commitment. The credit agreement contains customary covenants that include limitations on indebtedness, liens, capital
expenditures, acquisitions, investments and share repurchases, as well as restrictions on the payment of dividends and requirement to maintain various financial ratios; however, many of these
limitations were changed by these amendments. Under the terms of its credit facility, the Company is required to obtain the consent of its lenders for any acquisition exceeding $20,000 individually
under certain conditions. On May 31, 2007, the Company amended its credit facility pursuant to which its lenders consented to the acquisition of a 62.5% equity interest in Surgery Center of
Kalamazoo, LLC for a purchase price of $24,600. This amendment also contained modifications to various definitions and financial covenants to enable the purchased entity, as a new subsidiary of
the Company, to continue to maintain its existing bank debt of approximately $1,640 outside of the credit facility. Effective June 20, 2007, the Company amended its credit facility to obtain
lenders' consent to the Convertible Notes offering and the related convertible note hedge and warrant transactions.

F-23

---



NOVAMED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

11. LONG-TERM DEBT AND CONVERTIBLE SENIOR SUBORDINATED NOTES (Continued)

This
amendment also modified certain loan pricing, financial covenants and various definitions. On December 13, 2007, the Company amended its credit facility to modify various definitions and
financial covenants to allow one of its subsidiaries, NovaMed Surgery Center of Altamonte Springs, LLC, to procure up to $4,000 of indebtedness outside of the credit facility to fund the
construction of a new site for this ASC. On December 1, 2008, the Company amended its credit facility pursuant to which its lenders consented to the assumption of certain debt outside the
credit facility relating to acquisitions completed after the effective date of this amendment. Under the terms of the consent, the assumption of total debt outside the credit facility for these
acquisitions may not exceed $6,000.

Effective
February 28, 2008, the Company's Altamonte Springs, Florida ASC, of which it owns a 70% interest, entered into a $2,800 installment note which matures on
December 31, 2015. Effective August 13, 2008, the installment note was amended to increase the total loan amount to $3,300. Interest is payable on the outstanding principal balance at
the lender's one month LIBOR rate, designated or
published on the first day of each month, plus 2.5%. This note finances the cost of relocating this ASC from Altamonte Springs, Florida to Orlando, Florida. This new ASC opened in January 2009. As of
December 31, 2008, there was $3,300 outstanding under this note.

At
December 31, 2008, the Company had $57,100 of borrowings outstanding under its revolving credit facility with a weighted average interest rate of 4.6%, and was in compliance
with all of its credit agreement covenants. The weighted average interest rate on credit line borrowings during 2008 and 2007 was 7.1% and 7.5%, respectively. In addition, the Company paid a fee
ranging from 0.20% to 0.25% on the unused portion of the commitment.

During
2006, the Company entered into two interest rate swap agreements related to its revolving credit facility. The interest rate swaps protect the Company against certain interest
rate fluctuations of the LIBOR rate on $24,000 of the Company's variable rate debt under the credit facility. The date of the first interest rate swap was April 12, 2006 and it expires on
April 19, 2009. This interest rate swap effectively fixes the Company's LIBOR rate on $12,000 of variable rate debt at a rate of 5.34%. The date of the second interest rate swap was
June 28, 2006 and it expired on September 30, 2008. The Company has recognized the fair value of these interest rate swaps as a liability of approximately $127 and $384 at
December 31, 2008 and 2007, respectively.

Effective
August 1, 2006, NovaMed Eye Surgery Center of New Albany, LLC ("New Albany ASC"), of which the Company owns a 67.5% majority interest, entered into a $4,000
installment note which matures on August 1, 2013. Interest is payable at the lender's one month LIBOR rate, designated or published on the first of each month, plus 2.0%. The New Albany ASC
entered into a five-year interest rate swap agreement that effectively fixes the LIBOR rate on this debt at 5.51%. The New Albany ASC has recognized the fair value of this interest rate
swap as a long-term liability of approximately $136 and $98 at December 31, 2008 and 2007, respectively. Annual principal payments of the note for the five years commencing with
2009 are $522, $562, $606, $653, and $458.

The
fair value of the interest rate swaps is determined based on market interest rates for similar maturity periods. Payments or receipts of cash under the interest rate swaps are shown
as a part of operating cash flow, consistent with the interest expense incurred pursuant to the credit facility and the installment note.

F-24

---



NOVAMED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

11. LONG-TERM DEBT AND CONVERTIBLE SENIOR SUBORDINATED NOTES (Continued)

At
December 31, 2008 the Company had outstanding letters of credit issued to two of its optical products buying group vendors in the amounts of $275 and $203 that expire on
March 31, 2009 and
September 30, 2009, respectively. The outstanding letters of credit reduce the amount available under the credit facility.

Convertible Senior Subordinated Notes

On June 27, 2007, the Company issued $75,000 aggregate principal amount of 1.0% convertible senior subordinated notes due
June 15, 2012 (the Convertible Notes). Proceeds from the Convertible Notes were used to pay down $62,375 of outstanding indebtedness on the Company's revolving credit facility and to fund the
$10,000 net cost of the convertible note hedge and warrant transactions described below. Interest on the Convertible Notes is payable semi-annually in arrears on June 15 and
December 15 of each year, commencing December 15, 2007. The Convertible Notes rank subordinate to all of the Company's senior debt and rank pari passu or senior to all of the Company's
other subordinated indebtedness. The Convertible Notes are convertible into the Company's common stock at an initial conversion price of $6.371 per share, or approximately 156.9612 shares per $1,000
principal amount of Convertible Notes. At December 31, 2008, the carrying value and fair value of the Convertible Notes were $73,168 and $45,563, respectively.

The
Convertible Notes include a net-share settlement feature that requires the Company to settle conversion of the notes in cash up to the notes' principal amount and settle
any excess of the Convertible Notes' conversion value above their principal amount by delivering shares of the Company's stock, cash, or a combination of cash and common stock, at the Company's
option. The conversion value of the Convertible Notes is equal to the market price of the Company's common stock times the conversion rate of approximately 156.9612 shares per $1,000 principal amount
of Convertible Notes. A market price that exceeds the conversion price of $6.371 at the time of settlement results in excess conversion value above the original principal amount of $1,000. As a result
of the net-share settlement feature, the Company will be able to substantially reduce the number of shares of common stock issuable in the event of the conversion of the Convertible Notes
by repaying principal in cash instead of issuing shares of common stock for that amount. Based on the provisions of Emerging Issues Task Force No. 90-19, Convertible Bonds with Issuer Option to Settle for Cash upon
Conversion(EITF 90-19) and Emerging Issues Task Force
No. 00-19,Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled In, a Company's Own Stock(EITF 00-19), the net-settlement feature is accounted for as convertible debt and is not subject to the provisions of Statement of Financial Accounting Standards
No. 133,Accounting for Derivative Instruments and Hedging Activities(SFAS No. 133). Additionally, the Company is not required to include
the underlying shares of common stock in the calculation of the Company's diluted weighted average shares outstanding for earnings per share until the Company's common stock price exceeds $6.371. In
May 2008, the FASB issued FSP No. APB 14-1,Accounting for Convertible Debt Instruments that May be Settled in Cash Upon Conversion.
FSP APB 14-1 requires that the liability and equity components of convertible debt instruments that may be settled in cash upon conversion (including partial cash settlement) be
separately accounted for in a manner that reflects an issuers nonconvertible debt borrowing rate. The resulting debt discount is amortized over the period the convertible debt is expected to be
outstanding as additional non-cash interest expense. FSP APB 14-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008,
and for interim periods within those fiscal years. Retrospective application to all periods presented is required except for instruments that were not outstanding during

F-25

---



NOVAMED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

11. LONG-TERM DEBT AND CONVERTIBLE SENIOR SUBORDINATED NOTES (Continued)

any
of the periods that will be presented in the annual financial statements for the period of adoption but were outstanding during an earlier period. The adoption of this FSP will add approximately
$4,225, $3,867 and $1,852 of non-cash interest expense to the Company's 2009, 2008 and 2007 results of operations, respectively. This will result in a reduction to net income of
approximately $2,577 ($0.11 per diluted share), $2,359 ($0.10 per diluted share) and $1,130 ($0.04 per diluted share) in 2009, 2008 and 2007, respectively. The adoption of this FSP will not have an
impact on the Company's cash flows.

The
aggregate underwriting discount with respect to the issuance of the Convertible Notes was $2,625, which has been recorded as debt discount on the Company's consolidated balance sheet
and is being amortized using the effective interest rate method over the term of the Convertible Notes.

The
Convertible Notes also contain a restricted convertibility feature that does not affect the conversion price of the Convertible Notes but, instead, places restrictions on a holder's
ability to convert their Convertible Notes into shares of the Company's common stock. A holder may convert the
Convertible Notes prior to December 15, 2011 only if one or more of the following conditions are satisfied:



Holders
may also surrender their Convertible Notes for conversion anytime after December 15, 2011 at any time prior to the close of business on the business day immediately prior
to the stated maturity date regardless of whether any of the foregoing conditions have been satisfied. Upon the satisfaction of any of the foregoing conditions as of the last day of a reporting
period, or during the twelve months prior to the stated maturity date, the Company would write off to expense all remaining unamortized debt issuance costs and discount in that period.

If
the Convertible Notes are converted in connection with certain fundamental changes that occur prior to December 15, 2011, the Company may be obligated to issue additional
shares upon conversion as a make-whole premium with respect to the Convertible Notes. The terms of the Convertible Notes require the Company to purchase the Convertible Notes for cash in
the event of a fundamental change, such as a change in control of the Company.

Concurrent
with the sale of the Convertible Notes, the Company entered into a convertible note hedge transaction with respect to the Company's common stock (the "purchased call option")
with

F-26

---



NOVAMED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

11. LONG-TERM DEBT AND CONVERTIBLE SENIOR SUBORDINATED NOTES (Continued)

Deutsche
Bank AG London (the "counterparty"), an affiliate of the underwriter. The purchased call options cover an aggregate of approximately 11,772 shares of the Company's common stock at a strike
price of $6.371 per share. The cost of the call options totaled $24,000. The Company also sold warrants to the counterparty to purchase from the Company an aggregate of approximately 11,772 shares of
the Company's common stock at an exercise price of $8.31 per share. The Company received proceeds from the sale of these warrants of $14,000. Taken together, the call option and warrant agreements
have the effect of increasing the effective conversion price of the Convertible Notes to $8.31 per share. The call options and warrants must be settled in net shares, except in connection with certain
termination events, in which case they would be settled in cash based on the fair market value of the instruments. On the date of settlement, if the market price per share of the Company's common
stock is above $8.31 per share, the Company will be required to deliver shares of its common stock representing the value of the warrants in excess of $8.31 per share.

The
warrants have a strike price of $8.31 and are generally exercisable at anytime. The Company issued and sold the warrants in a transaction exempt from the registration requirements of
the Securities Act of 1933, as amended, because the offer and sale did not involve a public offering. There were no underwriting commissions or discounts in connection with the sale of the warrants.

In
accordance with EITF No. 00-19 and Statement of Financial Accounting Standards No. 150,Accounting for Certain Financial Instruments
with Characteristics of both Liabilities and Equity,the Company recorded the call options as a reduction and the warrants as an increase in additional paid in capital, and
will not recognize subsequent changes in fair value of the call options and warrants in its consolidated financial statements. For income tax purposes, the Company has elected to apply the Integration
Regulations under Treas. Reg. 1.275-6 to treat the Convertible Notes and the associated call options as synthetic debt instruments and is accordingly deducting the option premium paid for
the call options as original issue discount over the five-year term. A deferred tax asset of $8,160 was initially recorded to reflect the future cash benefit of the deduction over the term
of the Convertible Notes. Also, pursuant to Internal Revenue Code Section 1032, the Company will not recognize any gain or loss for tax purposes with respect to the exercise or lapse of the
warrants.

12. OPERATING AND CAPITAL LEASES

The Company has commitments under long-term, non-terminable operating leases, principally for facility and office space. Lease terms generally cover one to ten
years. Certain leases contain consecutive renewal options and escalation clauses.

The
Company entered into four new capital leases for medical and manufacturing equipment during 2008. In addition, the Company had nine capital leases for medical equipment that existed
as of December 31, 2007. The net book value of assets under capital leases was $1,594 and $877 at December 31, 2008 and 2007, respectively. The annual interest rates on capital leases
range from 5.3% to 8.6%.

F-27

---





NOVAMED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

12. OPERATING AND CAPITAL LEASES (Continued)

At
December 31, 2008, minimum annual rental commitments are as follows:

Operating Leases

Capital Leases2009

$
6,431

$
4152010


5,509


3092011


4,828


2922012


4,090


1632013


3,612


912014 and thereafter


9,260


174Minimum lease payments


33,730


1,444Less: sublease receipts


(190
)

Total minimum lease payments

$
33,540

$
1,444Less: amount representing interest





(179
)Total obligation under capital leases




$
1,265


Included
in the table above are operating lease annual rent commitments with related parties for the five years commencing with 2009 of approximately $3,075, $3,057, $2,646, $2,150,
$1,992 and $6,194 thereafter. Rent expense of continuing operations related to operating leases amounted to $7,587, $6,529 and $5,280 during 2008, 2007 and 2006, respectively.

13. COMMITMENTS AND CONTINGENCIES

Litigation

The Company is subject to various claims and legal actions that arise in the ordinary course of business. In the opinion of management,
the ultimate resolution of such matters will not have a material adverse effect on the Company's financial position or results of operations.

Professional Liability Risk

The Company maintains third party professional liability insurance for its ASCs and business activities. Although the Company believes
that this insurance is adequate as to the amounts at risk, there can be no assurance that any claim asserted against the Company will not exceed the coverage limits of such insurance.

Insurance

The Company is insured with respect to professional liability risks on a claims-made basis. Management is not aware of any
claims against the Company that might have a material impact on the Company's financial position or results of operations.

Purchase Commitments

The Company has entered into various Product Usage and Volume Lease Purchase agreements with some of its surgical suppliers, under
which the Company is required to purchase a minimum quantity of

F-28

---



NOVAMED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

13. COMMITMENTS AND CONTINGENCIES (Continued)

products
at a predetermined price. At December 31, 2008, the Company had remaining product purchase commitments of $428.

Pursuant
to the sale of a 29% interest in its Richmond, VA ASC to two physicians, the Company granted the physicians an option to sell back their interests to the Company for the
original price paid at any time. The Company has recorded a liability on its balance sheet within Minority interests in the event this option is exercised.

Employment Agreements

The Company has employment agreements with certain of its executives that specify that if the executive is terminated by the Company
for other than cause following a change in control of the Company, the executive shall receive severance pay ranging from twelve to twenty-four months salary plus bonus and certain other
benefits.

14. STOCKHOLDERS' EQUITY

Common Stock

On July 23, 2008, the Company's Board of Directors adopted a program to repurchase from time to time at management's discretion
up to $8,000 of the Company's common stock at prevailing market prices in the open market or in private transactions during the 12-month period ending July 31, 2009. During the six
months ended December 31, 2008, the Company purchased 1,908,962 shares of the Company's common stock for $6,871 at an average price of $3.60 per share.

Rights Agreement

Certain stockholders possess rights to purchase fractional shares of Series E Junior Participating Preferred Stock with a par
value of $.01 per share at a price of $110 per one one-thousandth of a share, subject to adjustment as defined in the Rights agreements. These rights are not exercisable until the
announcement of the occurrence of certain events as defined in the agreement (none of which are currently expected) which also describes the various stockholders' rights.

Upon
the occurrence of certain events, each right holder will be entitled to receive shares of common stock, or in specified circumstances other assets having a value of two times the
purchase price of the right. Additionally, the Board of Directors may exchange the rights, in whole or in part, without additional payment, for shares of common stock at an exchange ratio defined in
the agreement. At any
time prior to certain events, the Board of Directors may redeem all, but not less than all, of the rights at a redemption price of $.01 per right. These rights are granted under a rights agreement
that is currently set to expire in July 2009.

Other Comprehensive Income

The Company reports other comprehensive income as a measure of changes in stockholders' equity that resulted from recognized
transactions and other economic events of the period from non-owner sources. Other comprehensive income of the Company results from adjustments due to the fluctuation of the value of the
Company's interest rate swaps accounted for under Statement of Financial Accounting Standards No. 133,Accounting for Derivative Instruments and Hedging
Activities, as amended. The Company entered into two interest rate swaps during the second quarter of 2006 and one of its 67.5% owned

F-29

---



NOVAMED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

14. STOCKHOLDERS' EQUITY (Continued)

subsidiaries
entered into an interest rate swap during the third quarter of 2006. The Company's share of the negative value of the interest rate swaps was $218 at December 31, 2008 and is
recorded as accumulated other comprehensive loss in the accompanying consolidated balance sheet. The total comprehensive income for the year ended December 31, 2008 was $9,809. The total
comprehensive loss for the year ended December 31, 2007 was $5,790. The total comprehensive income for the year ended December 31, 2006 was $5,483. See Note 11 for further
discussion of the interest rate swaps.

15. EMPLOYEE BENEFIT PLANS

Employee Benefits and Compensation

The Company maintains a voluntary savings plan (the Savings Plan) for eligible employees under section 401(k) of the Internal
Revenue Code whereby participants may contribute a percentage (up to 100%) of their compensation not to exceed IRS limits. During 2008 the Savings Plan provided for the Company to match 50% of the
employee's contributions on the first 4% of salary contributed by each employee. The Company's matching contributions approximated $298, $307 and $153 for 2008, 2007 and 2006, respectively.

Employee Stock Purchase Plan

The Company has an employee stock purchase plan for all eligible employees. Under the plan, shares of the Company's common stock may be
purchased at six-month intervals at 85% of the lower of the fair market value on the first or the last day of each six-month period. Employees may purchase shares having a
value not exceeding 10% of their gross compensation during an offering period; however, the amount of an employee's purchase may not exceed $20 in any offering period or $25 in any calendar year.
Approximately 35,600 shares, 36,800 shares and 22,800 shares were purchased under this plan during 2008, 2007 and 2006, respectively. Under the provisions of SFAS 123(R), the Company recognized
compensation expense of $30, $46 and $56 during 2008, 2007 and 2006, respectively. At the Company's 2008 Annual Stockholders' meeting in May 2008, the stockholders approved an amendment to the ESPP
increasing the number of shares of common stock reserved for issuance under the ESPP from 400,000 shares to a total of 600,000 shares. At December 31, 2008, 216,330 shares were reserved for
future issuance.

Stock Plans

The Company is authorized to issue up to 10,101,800 shares of its common stock, par value $.01 per share, under various stock plans. Of
this amount, 1,015,412 shares remain available for issuance as of December 31, 2008. Authorized options for common stock under the various plans generally become exercisable over a
four-year period with 1/8th of the total options granted becoming exercisable six months from the date of each grant and 1/48th of the total options granted
becoming exercisable each month thereafter. The option period for common stock options is generally 10 years from the date each option is granted. All current outstanding options are
nonqualified stock options.

Effective
January 1, 2006, the Company adopted SFAS 123(R), applying the modified prospective method. Prior to the adoption of SFAS 123(R), the Company applied the
provisions of APB 25 in accounting for its stock-based awards, and accordingly, recognized no compensation cost for its stock plans other than for its restricted stock awards. Under the
modified prospective method, SFAS 123(R) applies to new awards and to awards that were outstanding as of December 31, 2005 that are subsequently vested, modified, repurchased or
cancelled. Compensation expense recognized during 2008, 2007 and 2006

F-30

---



NOVAMED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

15. EMPLOYEE BENEFIT PLANS (Continued)

includes
the portion vesting during the period for (1) all share-based payments granted prior to, but not yet vested as of December 31, 2005, based on the grant date fair value estimated
in accordance with the original provisions of SFAS 123 and (2) all share-based payments granted subsequent to December 31, 2005, based on the grant-date fair value
estimated using the Black-Scholes option-pricing model. The Company calculated its available APIC pool of net excess benefits using the transition method as defined in paragraph 81 of
SFAS 123(R). During 2008, the Company granted options to purchase 10,000 shares with an exercise price of $3.42 per share. Stock compensation expense of $1,601, $1,955 and $1,381 was recognized
on existing stock options during the twelve months ended December 31, 2008, 2007 and 2006, respectively. As a result of the Company's decision to adopt the modified prospective method, prior
period results have not been restated.

The
fair value of each option grant was estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions for stock options
granted during 2008, 2007 and 2006.

2008

2007

2006Expected option life in years


6


6


6Risk-free interest rate


3.06
%

4.76
%

4.71
%Dividend yield








Expected volatility


44.44
%

47.92
%

50.76
%


The
expected option life used for 2008, 2007 and 2006 grants was the weighted average of the vesting term assuming options are exercised as vested and the original contractual term of
the option. The risk free interest rate is based on the yield curve for U.S. Treasury zero-coupon issues with an equivalent remaining term. The dividend yield is based on the Company's
current dividend yield as the best estimate of projected dividend yield for periods within the expected life of the options. The expected volatility is based on the historical volatility of the
Company's stock price. The weighted average fair values of options granted in 2008, 2007 and 2006 were $1.60, $3.74 and $3.79 per share, respectively.

The
following table summarizes the activity in the stock option plans:

Options Outstanding

Price Per Share

Weighted Average Exercise PriceBalance at January 1, 2006


5,932,796

$0.74$12.61

$
3.40Granted


554,600

$6.87$8.00

$
7.03Exercised


(1,672,533
)
$0.74$6.00

$
1.80Forfeited or expired


(210,795
)
$1.27$12.00

$
9.70Balance at December 31, 2006


4,604,068

$0.78$12.61

$
4.15Granted


662,500

$4.64$7.35

$
7.18Exercised


(761,332
)
$0.78$6.87

$
2.31Forfeited or expired


(296,412
)
$3.50$12.61

$
7.47Balance at December 31, 2007


4,208,824

$0.78$12.00

$
4.71Granted


10,000

$3.42

$
3.42Exercised


(304,000
)
$0.78$3.85

$
1.62Forfeited or expired


(330,352
)
$3.50$12.00

$
7.33Balance at December 31, 2008


3,584,472

$0.78$12.00

$
4.72


F-31

---



NOVAMED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

15. EMPLOYEE BENEFIT PLANS (Continued)

The
following table summarizes information about stock options outstanding at December 31, 2008:

Options Outstanding

Options ExercisableRange of Exercise Prices

Number Outstanding at 12/31/08

Average Life

Average Exercise Price

Number Exercisable at 12/31/08

Average Exercise Price$0.78$0.83


360,250


3.3

$
0.79


360,250

$
0.79$1.15$1.70


597,998


3.1

$
1.43


597,998

$
1.43$1.75$2.04


317,500


2.6

$
1.89


317,500

$
1.89$2.84$4.07


75,000


5.6

$
3.63


65,000

$
3.66$4.45$6.00


777,370


5.7

$
5.27


716,976

$
5.23$6.24$9.00


1,364,704


6.9

$
7.14


860,179

$
7.18$10.00$12.00


91,650


1.1

$
11.80


91,650

$
11.80$0.78$12.00


3,584,472


5.1

$
4.72


3,009,553

$
4.32


The
aggregate intrinsic value is defined as the difference between the market value of the Company's stock as of the end of the period and the exercise price of the stock options. The
aggregate intrinsic value for stock options outstanding and exercisable as of December 31, 2008 was $2,680. The total intrinsic value of stock options exercised during the year ended 2008 was
$558. As a result of the stock options exercised, the Company recorded common stock and additional paid-in-capital of $2,160, which includes $1,666 of tax benefits recognized.
During the years ended December 31, 2008, 2007 and 2006, cash received from stock options exercised was $494, $1,134 and $712, respectively.

The
following is a summary of nonvested stock option activity:

Number of Shares

Weighted
Average
Grant-Date
Fair ValueNonvested at January 1, 2006


1,284,805

$
2.64Granted


554,600

$
3.79Vested


(559,558
)
$
2.47Forfeited


(72,192
)
$
3.14Nonvested at December 31, 2006


1,207,655

$
3.22Granted


662,500

$
3.74Vested


(599,704
)
$
3.21Forfeited


(178,761
)
$
3.68Nonvested at December 31, 2007


1,091,690

$
3.46Granted


10,000

$
1.60Vested


(470,331
)
$
3.40Forfeited


(56,440
)
$
3.72Nonvested at December 31, 2008


574,919

$
3.45


At
December 31, 2008, there was $1,985 of total unrecognized compensation cost related to nonvested stock options. This cost will be recognized over 4 years.

F-32

---



NOVAMED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

15. EMPLOYEE BENEFIT PLANS (Continued)

On
January 25, 2007, a former senior executive exercised stock options to acquire 287,199 shares of common stock. Per the terms of the stock option agreements and the Company's
stock incentive plans, the former executive tendered to the Company 82,006 shares of the Company's common stock to fund the $626 aggregate exercise price. The Company added these tendered shares into
treasury resulting in an increase in treasury stock of $626. These shares are available for future issuance under the Company's stock incentive plans.

On
February 1, 2006, the estate of Stephen J. Winjum exercised all remaining stock options held by the estate to acquire 1,330,730 shares of common stock. Per the terms of the
stock option agreements and the Company's stock incentive plans, the estate tendered to the Company 305,254 shares of the Company's common stock that the estate owned to fund the $2,296 aggregate
exercise price. The Company added these tendered shares into treasury resulting in an increase in treasury stock of $2,296. These tendered shares are available for future issuance under the Company's
stock incentive plans.

The
Company also grants restricted stock awards to certain employees. Restricted stock awards are valued at the closing market value of the Company's common stock on the day prior to the
grant, and the total value of the award is recognized as expense ratably over the vesting period of the employees receiving the grants. The Company granted 75,000 restricted shares at a market value
of $7.35 per share from its 2005 Stock Incentive Plan to various executives on February 21, 2007. The Company granted 55,000 restricted shares at a market value of $6.87 per share from its 2005
Stock Incentive Plan to various executives on June 20, 2006. As of December 31, 2008, the total amount of unrecognized compensation expense related to nonvested restricted stock awards
was approximately $656, which is expected to be recognized over a weighted-average period of approximately 1.4 years. The Company recognized compensation expense of $588, $600 and $455 on
existing restricted stock awards during the years ended December 31, 2008, 2007 and 2006, respectively.

16. FAIR VALUE OF FINANCIAL INSTRUMENTS

On January 1, 2008, the Company adopted SFAS No. 157,Fair Value Measurements("SFAS No. 157"), which establishes a
framework for reporting fair value and expands disclosures required for fair value measurements for measuring the fair value of its financial assets and liabilities. Although the adoption of SFAS
No. 157 did not materially impact its financial condition, results of operations or cash flow, the Company is now required to provide additional disclosures as part of its financial statements.

SFAS
No. 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the
measurement date (an exit price). SFAS No. 157 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include:
Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or
indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

As
of December 31, 2008, the Company had interest rate swap agreements that are required to be measured at fair value on a recurring basis. The Company's interest rate swap
agreements had a fair value of $218 based on Level 2 Inputs as of December 31, 2008.

F-33

---



NOVAMED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

17. OPERATING SEGMENTS

The Company manages its business segments by types of service provided. The Company's reportable segments are as follows:

Surgical facilities.Surgical facilities reportable segment aggregates the results of operations from owning and/or operating ASCs and
fixed site
laser services agreements. Earnings before taxes in 2007 and 2006 includes $79 and $101, respectively, of gains from the sale of minority interests in the Company's ASCs.

Product sales.Product sales segment aggregates the Company's optical products purchasing organization, optical laboratories, marketing
products and
services businesses and an optometric practice with a retail optical store.

Other.Other segment aggregates management services provided to a physician practice with multiple locations in Atlanta, Georgia and an
administrative services agreement.

Corporate.Corporate consists of corporate expenses for salaries, wages and benefits, general and administrative costs not allocated to
the operating
segments and interest on debt.

The
accounting policies of the various segments are the same as those described in the "Summary of Significant Accounting Policies" in Note 2. The Company evaluates the
performance of its segments based on earnings before taxes (EBT). Segment EBT includes all revenue and expenses directly attributable to the segment, certain corporate expenses for salaries, wages and
benefits directly attributable to the management of the reportable segment and allocated management, billing and collection fees.

Segment
identifiable assets include accounts receivable, inventory, other current assets and long-lived assets, including goodwill, of the segment. Corporate identifiable
assets represent all other assets of the Company including cash and cash equivalents, corporate other current assets, and corporate long-lived assets, which include property and equipment,
notes receivable and other long-term assets and assets of discontinued operations. The Company has no revenues attributed to customers outside of the United States and no assets located in
foreign countries.

F-34

---





NOVAMED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

17. OPERATING SEGMENTS (Continued)

Surgical
Facilities

Product
Sales

Other

Corporate

Total2008Net revenue

$
116,447

$
17,428

$
7,345

$


$
141,220Earnings (loss) before taxes


17,753


4,649


618


(7,733
)

15,287Depreciation and amortization


3,389


531


123


268


4,311Interest income


40








28


68Interest expense


512


5





3,754


4,271Capital expenditures


4,491


266


54


85


4,896Accounts receivable


12,584


7,263


435


47


20,329Identifiable assets


216,606


23,562


2,139


9,114


251,4212007Net revenue

$
105,752

$
15,334

$
7,509

$
26

$
128,621Earnings (loss) before taxes


15,486


3,966


807


(9,701
)

10,558Depreciation and amortization


3,017


232


137


249


3,635Interest income


98








97


195Interest expense


378








4,570


4,948Capital expenditures


1,529


246


123


563


2,461Accounts receivable


11,864


6,720


628


86


19,298Identifiable assets


160,387


20,149


2,394


12,774


195,7042006Net revenue

$
81,097

$
15,408

$
7,691

$
60

$
104,256Earnings (loss) before taxes


13,524


3,856


843


(9,148
)

9,075Depreciation and amortization


2,196


222


91


199


2,708Interest income


68








19


87Interest expense


179








2,838


3,017Capital expenditures


2,302


232


609


379


3,522Accounts receivable


11,299


4,495


584


25


16,403Identifiable assets


141,434


11,611


2,370


5,132


160,547


18. RELATED-PARTY TRANSACTIONS

Facility Rent

The Company leases facility space from various related parties, which include partners, at rates the Company believes approximate fair
market value. Amounts paid to related parties for rent, taxes and other facility costs amounted to approximately $3,407, $2,620 and $2,159 during 2008, 2007 and 2006, respectively. The Company's
minimum annual rental commitments include total commitments of $19,114 that relate to facilities leased from related parties. Annual rent commitments for the five years commencing with 2009 are
$3,075, $3,057, $2,646, $2,150, $1,992 and $6,194 thereafter. (See Note 12).

F-35

---



NOVAMED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

18. RELATED-PARTY TRANSACTIONS (Continued)

Notes Receivable

The Company holds a note receivable of $1,190, less reserves of $744, from physicians affiliated with the Company. This note represents
a $1,190 non-interest bearing tax loan issued in connection with the IPO (see below).

As
disclosed in a prospectus filed with the Securities and Exchange Commission on August 18, 1999, in connection with the exchange of $9,700 of the Company's subordinated
exchangeable promissory notes resulting from its IPO, the Company agreed to lend each of these noteholders an amount equal to the Federal and state income taxes payable by the holder as a result of
the exchange of the notes, but only for those shares of the Company's common stock received in the exchange which they still owned as of April 1, 2000. In accordance with these agreements, the
Company loaned $2,723 to the holders, the majority of which was advanced in April 2000. The tax loans are noninterest bearing, nonrecourse to the debtor and secured by a number of shares of the
Company's common stock held by the debtor having a value, based on the offering price, equal to two times the loan amount. Upon the sale by a debtor after April 1, 2000 of any shares of the
Company's common stock issued in exchange for a note, the debtor will be required to repay a fraction of the debtor's initial tax loan amount equal to the number of shares sold divided by the total
number of shares of the Company's common stock previously issued in exchange for a note and owned by the debtor as of April 1, 2000. During 2004, one of the note holders repaid his note with
shares of the Company's common stock. The remaining tax loan is payable by the debtor upon the Company's demand for payment. Currently, the Company intends to allow the debtor to repay this loan as he
disposes of his shares of the Company's common stock. The Company also has agreed to reimburse this debtor on a grossed-up basis, for any Federal or state taxes that he recognizes as a
result of imputed interest on the tax loan.

Other

The Company received professional services from firms that employed a director of the Company. Total payments for services received
during 2008, 2007 and 2006 were approximately $161, $633 and $121, respectively.

19. SUBSEQUENT EVENTS

Effective March 13, 2009, the Company sold a 19% minority equity interest in its ASC located in River
Forest, IL to two existing physician partners. As a result of this sale, the Company's ownership interest in this ASC decreased from 70% to 51%.

During
the first quarter of 2009, the Company purchased 361,300 shares of its common stock for a total purchase price of $1,126 at an average price of $3.09 per share which completes the
repurchase program.

F-36

---



NOVAMED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share data)

20. QUARTERLY FINANCIAL DATA(Unaudited)

Summarized
quarterly financial data for 2008 and 2007 is as follows:

Quarter2008

First

Second

Third

FourthNet revenue

$
33,813

$
35,180

$
36,050

$
36,177Operating income


8,288


9,187


9,185


9,223Income (loss) from:Continuing operations


2,136


2,387


2,399


2,403Discontinued operations


43


(37
)

246


Net income


2,179


2,350


2,645


2,403Basic earnings per share


0.09


0.10


0.11


0.10Diluted earnings per share


0.09


0.09


0.11


0.10




Quarter2007

First

Second

Third

Fourth (a)Net revenue

$
30,568

$
31,952

$
32,757

$
33,344Operating income


7,297


7,920


8,032


8,261Income (loss) from:Continuing operations


1,533


1,592


1,957


850Discontinued operations


(41
)

(120
)

(43
)

(11,322
)Net income (loss)


1,492


1,472


1,914


(10,472
)Basic earnings (loss) per share


0.06


0.06


0.08


(0.43
)Diluted earnings (loss) per share


0.06


0.06


0.08


(0.42
)


---

Note:

F-37

---





Schedule II

NOVAMED, INC. AND SUBSIDIARIES  RULE 12-09 VALUATION RESERVES  (Dollars in thousands)

Allowance for contractual adjustments and bad debts

Balance at
beginning
of period

Charged to
costs and
expenses

Deductions

Balance at
end of
period2006

$
12,768


135,375


(123,974
)
$
24,1692007

$
24,169


211,401


(207,872
)
$
27,6982008

$
27,698


296,829


(280,743
)
$
43,784


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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.

NOVAMED, INC.By:

/s/ THOMAS S. HALL Thomas S. Hall President, Chief Executive Officer and
Chairman of the Board


Date:
March 16, 2009

Pursuant
to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities
indicated.

Name

Title

Date/s/ THOMAS S. HALL Thomas S. Hall

President, Chief Executive Officer (Principal Executive Officer), Chairman of the Board and a Director

March 16, 2009/s/ SCOTT T. MACOMBER Scott T. Macomber

Executive Vice President and Chief Financial Officer (Principal Financial Officer)

March 16, 2009/s/ JOHN P. HART John P. Hart

Vice President, Corporate Controller (Principal Accounting Officer)

March 16, 2009/s/ ROBERT J. KELLY Robert J. Kelly

Lead Director and a Director

March 16, 2009/s/ R. JUDD JESSUP R. Judd Jessup

Director

March 16, 2009/s/ SCOTT H. KIRK, M.D. Scott H. Kirk, M.D.

Director

March 16, 2009/s/ STEVEN V. NAPOLITANO Steven V. Napolitano

Director

March 16, 2009/s/ C.A. LANCE PICCOLO C.A. Lance Piccolo

Director

March 16, 2009


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Name

Title

Date


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