Notes to Condensed Consolidated Financial Statements (Unaudited)
1. Description of Business and Accounting Policies
Description of Business
We are a provider of fixed-site laser vision
correction services at our Lasik
Plus
®
vision centers. Our vision centers provide the staff, facilities, equipment and support services for performing laser vision correction that employ advanced laser technologies to help correct nearsightedness, farsightedness and astigmatism. Our vision centers are supported by independent ophthalmologists and credentialed optometrists, as well as other healthcare professionals. The ophthalmologists perform the laser vision correction procedures in our vision centers, and ophthalmologists or optometrists conduct pre-procedure evaluations and post-operative follow-up care in-center. Most of our patients currently receive a procedure called laser-assisted in situ keratomileusis (“LASIK), which we began performing in the United States in 1996.
As of March 31, 2014, we operated 60 Lasik
Plus
fixed-site laser vision correction centers, generally located in metropolitan markets in the United States consisting of 51 full-service Lasik
Plus
fixed-site laser vision correction centers and nine pre- and post-operative Lasik
Plus
satellite vision centers. Included in the 51 full-service vision centers are four vision centers owned and operated by ophthalmologists who license our trademarks. Beginning in 2011, we began offering refractive lens and cataract services in certain of our existing markets.
On February 13, 2014, we entered into an agreement and plan of merger (the “merger agreement”) with PhotoMedex, Inc. (“PhotoMedex”) pursuant to which PhotoMedex will acquire all of our common stock for $5.37 per share in cash, or approximately $106.4 million, resulting in our becoming a wholly owned subsidiary of PhotoMedex (the “merger”). The merger has received all necessary approvals from our stockholders and regulators and is expected to close in the second quarter of 2014.
Basis of Presentation
We prepared our Condensed Consolidated Financial Statements pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and, in the opinion of management, include all adjustments necessary for a fair presentation of our financial position, results of operations, and cash flows for each period presented. These adjustments are of a normal and recurring nature unless otherwise disclosed herein. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) have been condensed or omitted pursuant to SEC rules and regulations.
We derived the Condensed Consolidated Balance Sheet as of December 31, 2013 from audited financial statements, but did not include all disclosures required by U.S. GAAP. These Condensed Consolidated Financial Statements should be read in conjunction with our 2013 Annual Report on Form 10-K. Operating results for the three-month period ended March 31, 2014 are not necessarily indicative of the results expected in subsequent quarters or for the year ending December 31, 2014.
Use of Estimates
The preparation of our Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. Significant items that are subject to such estimates and assumptions include allowance for doubtful accounts against patient receivables, insurance reserves, income taxes and enhancement accruals. Although our management bases its estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, actual results could differ significantly from the estimates.
Reclassifications
We have reclassified certain prior-period amounts in the Condensed Consolidated Balance Sheets to conform to current period presentation. The reclassifications were not material to the Condensed Consolidated Financial Statements.
LCA-Vision Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Patient Receivables and Allowance for Doubtful Accounts
We provide financing to some of our patients, including those who could not otherwise obtain third-party financing. The terms of this financing usually require the patient to pay an up-front fee which is intended to cover some or all of our variable costs and then we deduct the remainder of the amount due automatically from the patient’s bank account over a period of 12 to 36 months. Based on our own experience with patient receivables, we have established an allowance for doubtful accounts as a best estimate of the amount of probable credit losses from our patient financing program. Each month, we review the allowance and adjust it based upon our experience with patient financing. We charge-off receivables against the allowance when it is probable that a receivable will not be recovered. Our policy is to reserve for all patient receivables that remain open past their financial maturity date and to provide reserves for patient receivables prior to the maturity date so as to bring patient receivables, net of reserves, down to the estimated net realizable value based on historical collectability rates, recent default activity and the current credit environment. Receivable balances that remain open past their financial maturity amounted to $29,000 and $21,000 at March 31, 2014 and December 31, 2013, respectively.
We maintained an allowance for doubtful accounts on our patient receivables of $1.3 million and $1.1 million at March 31, 2014 and December 31, 2013, respectively. During the three months ended March 31, 2014, we wrote-off $252,000 of receivables against the allowance for doubtful accounts and recovered $25,000 in receivables previously written off. During the three months ended March 31, 2013, we wrote-off $227,000 of receivables against the allowance for doubtful accounts and recovered $29,000 in receivables previously written off.
2. Investments
Management determines the appropriate classification of securities at the time of purchase and reevaluates such designation as of each balance sheet date. Currently, we classify all securities as available-for-sale. We carry available-for-sale securities at fair value, with temporary unrealized gains and losses, net of tax, reported in accumulated other comprehensive income, a component of stockholders’ investment. The amortized cost of debt securities in this category reflects amortization of premiums and accretion of discounts to maturity computed under the effective interest method. We include this amortization in the caption “Net investment income and other” within the Condensed Consolidated Statement of Operations and Comprehensive Loss. We also include in “Net investment income and other” realized gains and losses and declines in value determined to be other-than-temporary. We base the cost of securities sold upon the specific identification method. We include interest and dividends on securities classified as available-for-sale in “Net investment income and other.”
We held certificates of deposit with an adjusted cost basis and fair value of $2.0 million at March 31, 2014 and December 31, 2013. We did not recognize any realized or unrealized gains or losses on the sale of investment securities during the three months ended March 31, 2014 and 2013. We realized no gains or losses on the sale of investment securities for the three months ended March 31, 2014.
3. Fair Value Measurements
U.S. GAAP defines a hierarchy which prioritizes the inputs in measuring fair value. The three levels of the fair value hierarchy are as follows: Level 1 inputs are quoted prices for identical assets or liabilities in active markets at the measurement date; Level 2 inputs are observable market-based inputs or unobservable inputs that are corroborated by market data at the measurement date; and Level 3 inputs are unobservable inputs reflecting management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. When applying the fair value principles in valuation of assets and liabilities, we are required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The carrying value of cash and cash equivalents, accounts receivable and accounts payable approximate fair value because of the short-term maturity of these instruments.
At March 31, 2014 and December 31, 2013, we held $2.0 million of certificates of deposit, which were considered a Level 2 asset, and no liabilities measured at fair value on a recurring basis. The valuation technique used to measure fair value of certificates of deposit was based on quoted market prices or corroborated by observable market data. There were no transfers between levels of the fair value hierarchy in the three months ended March 31, 2014 and 2013.
LCA-Vision Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
4. Income Taxes
The following table presents the components of our income tax expense for the following periods (dollars in thousands):
|
|
Three Months Ended
M
arch 31,
|
|
|
|
2014
|
|
|
2013
|
|
Current:
|
|
|
|
|
|
|
|
|
Federal
|
|
$
|
-
|
|
|
$
|
5
|
|
State and local
|
|
|
28
|
|
|
|
29
|
|
Total Current
|
|
|
28
|
|
|
|
34
|
|
|
|
|
|
|
|
|
|
|
Deferred:
|
|
|
|
|
|
|
|
|
Federal
|
|
$
|
-
|
|
|
$
|
-
|
|
State and local
|
|
|
-
|
|
|
|
-
|
|
Total Deferred
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Income tax expense
|
|
$
|
28
|
|
|
$
|
34
|
|
|
|
|
|
|
|
|
|
|
Effective income tax rate
|
|
|
-22.4
|
%
|
|
|
2.8
|
%
|
Our effective tax rate for the three months ended March 31, 2014 is impacted by a full valuation allowance against all of our deferred tax assets, net of deferred tax liabilities.
As of March 31, 2014 and December 31, 2013, the net deferred tax assets were offset by full valuation allowances because it was not more-likely-than-not that we will realize our deferred tax assets. We did not record the related tax benefits in the United States and state jurisdictions during the three months ended March 31, 2014. Income tax expense for the three months ended March 31, 2014 and 2013 includes interest on unrecognized tax benefits and state taxes in certain jurisdictions.
During the three months ended March 31, 2014, there were no significant changes to the liability for unrecognized tax benefits. All interest and penalties related to unrecognized tax benefits are recorded as a component of income tax expense. The total amount of unrecognized tax benefits at both March 31, 2014 and December 31, 2013 was $304,000. It is reasonably possible that the amount of the total unrecognized tax benefits may change in the next 12 months. However, we do not believe that any anticipated change will be material to the Condensed Consolidated Financial Statements.
We file income tax returns in the U.S. federal jurisdiction, various U.S. state jurisdictions and Canada. We are subject to audit by taxing authorities for fiscal years ending after 2010. Our federal and state income tax return filings generally are subject to a three-year statute of limitations from date of filing. In the fourth quarter of 2013, the Internal Revenue Service initiated an examination of the tax year 2011. We cannot predict the timing of the conclusion of the audit. Based on the early status of the audit and protocol of finalizing audits by the relevant tax authorities, we cannot estimate the impact of such changes, if any, to previously recorded unrecognized tax benefits.
LCA-Vision Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
5. Earnings per Common Share
We calculate basic earnings per common share data using the weighted average number of common shares outstanding during the period. Diluted per-share data reflects the potential dilution that would occur if common stock equivalents were exercised or converted to common stock but only to the extent that they are considered dilutive to our earnings. The following table is a reconciliation of basic and diluted per share data for the following periods (dollars in thousands, except per share amounts):
|
|
Three Months Ended
March 31,
|
|
|
|
2014
|
|
|
2013
|
|
Basic
|
|
|
|
|
|
|
|
|
Net (loss) income
|
|
$
|
(151
|
)
|
|
$
|
1,205
|
|
Weighted average shares outstanding
|
|
|
19,284
|
|
|
|
19,093
|
|
Basic (loss) earnings per common share
|
|
$
|
(0.01
|
)
|
|
$
|
0.06
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
|
|
|
|
|
|
|
Net (loss) income
|
|
$
|
(151
|
)
|
|
$
|
1,205
|
|
Weighted average shares outstanding
|
|
|
19,284
|
|
|
|
19,093
|
|
Effect of dilutive securities
|
|
|
|
|
|
|
|
|
Stock options
|
|
|
-
|
|
|
|
-
|
|
Restricted stock
|
|
|
-
|
|
|
|
190
|
|
Weighted average common shares and potential dilutive shares
|
|
|
19,284
|
|
|
|
19,283
|
|
Diluted (loss) earnings per common share
|
|
$
|
(0.01
|
)
|
|
$
|
0.06
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Anti-dilutive options (excluded from diluted net (loss) earnings per share computations)
|
|
|
109,000
|
|
|
|
196,000
|
|
Anti-dilutive restricted stock units (excluded from diluted net (loss) earnings per share computations)
|
|
|
107,000
|
|
|
|
99,000
|
|
6. Stock-Based Compensation
We have stock incentive plans through which employees and directors have been or will be granted stock-based compensation. We recognize compensation expense for the grant date fair value of stock-based awards over the applicable vesting period.
The components of our pre-tax stock-based compensation expense, net of forfeitures and associated income tax effect, were as follows (dollars in thousands):
|
|
Three Months Ended
March 31,
|
|
|
|
2014
|
|
|
2013
|
|
Stock options
|
|
$
|
-
|
|
|
$
|
6
|
|
Restricted stock
|
|
|
293
|
|
|
|
340
|
|
|
|
$
|
293
|
|
|
$
|
346
|
|
|
|
|
|
|
|
|
|
|
Income tax effect
|
|
$
|
113
|
|
|
$
|
135
|
|
|
|
|
180
|
|
|
|
211
|
|
We estimate the fair value of stock options granted using the Black-Scholes option-pricing model. This model requires several assumptions, which we have developed and update based on historical trends and current market observations. The accuracy of these assumptions is critical to the estimate of fair value for these equity instruments.
LCA-Vision Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Our restricted stock unit awards include both time-based awards that vest ratably over three years and restricted stock units that are tied to the achievement of certain financial targets and stock performance criteria and cliff-vest in three years. The financial targets include revenue and adjusted earnings per share measurements.
7.
Restructuring Charges
At March 31, 2014 and December 31, 2013, we included short-term restructuring reserves of $323,000 and $499,000, respectively, in “Accrued liabilities and other” in the Condensed Consolidated Balance Sheets. Long-term restructuring reserves were $6,000 and $44,000 at March 31, 2014 and December 31, 2013, respectively, and were included in “Other long-term liabilities.” The decline in restructuring reserves relates primarily to lease payments for previously closed vision centers and severance payments during the three months ended March 31, 2014. The fair value measurements in all periods utilized market prices of similar assets in determining fair value, which is a Level 3 input under U.S. GAAP.
The following table summarizes the restructuring reserves for the three months ended March 31, 2014 (dollars in thousands):
|
|
Employee
Separation
Costs
|
|
|
Contract
Termination
Costs
|
|
|
Total
|
|
Balance at December 31, 2013
|
|
$
|
90
|
|
|
$
|
453
|
|
|
$
|
543
|
|
Adjustments to previously recognized liabilities
|
|
|
-
|
|
|
|
(6
|
)
|
|
|
(6
|
)
|
Payments
|
|
|
(87
|
)
|
|
|
(121
|
)
|
|
|
(208
|
)
|
Balance at March 31, 2014
|
|
$
|
3
|
|
|
$
|
326
|
|
|
$
|
329
|
|
8.
Debt
Long-term debt obligations consist of (dollars in thousands):
|
|
March 31,
2014
|
|
|
December 31,
2013
|
|
Third-party debt
|
|
$
|
1,665
|
|
|
$
|
1,857
|
|
Debt obligations maturing within one year
|
|
|
(784
|
)
|
|
|
(777
|
)
|
Long-term obligations (less current portion)
|
|
|
881
|
|
|
|
1,080
|
|
In 2013, we purchased excimer lasers for all of our full-service vision centers for $2.3 million. We had previously leased these lasers through a vendor-financed transaction. The terms of the financing provide for monthly payments over a 36-month term at a fixed interest rate of 3.5%.
The financing agreement does not contain any financial covenants and is secured by the excimer lasers. The estimated fair value of our debt obligations is $1.7 million based on the present value of the underlying cash flows discounted at our incremental borrowing rate. Within the hierarchy of fair value measurements, this is a Level 3 fair value measurement.
9. Accumulated Other Comprehensive (Loss) Income
The components of accumulated other comprehensive (loss) income consisted of the following (dollars in thousands):
|
|
Foreign currency
translation adjustment
|
|
|
Total
|
|
|
|
2014
|
|
|
2013
|
|
|
2014
|
|
|
2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance
|
|
$
|
363
|
|
|
$
|
677
|
|
|
$
|
363
|
|
|
$
|
677
|
|
Other comprehensive loss before reclassifications
|
|
|
(145
|
)
|
|
|
(97
|
)
|
|
|
(145
|
)
|
|
|
(97
|
)
|
Amounts reclassified from accumulated other comprehensive income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Balance at March 31
|
|
$
|
218
|
|
|
$
|
580
|
|
|
$
|
218
|
|
|
$
|
580
|
|
There were no reclassifications out of, or changes to, accumulated other comprehensive (loss) income during the three months ended March 31, 2014 and 2013.
LCA-Vision Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
10. Commitments and Contingencies
Our business results in medical malpractice lawsuits. We are insured through our captive insurance company to provide coverage for current claims brought against us. We use the captive insurance company for both primary insurance and excess liability coverage. A number of claims are now pending with our captive insurance company.
Our loss reserves are based on our historical claim experience, comparable industry experience and recent trends that would impact the ultimate settlement of claims. However, due to the uncertainties inherent in the determination of these liabilities, the ultimate settlement of claims incurred through March 31, 2014 could differ from the amounts recorded. At March 31, 2014 and December 31, 2013, we maintained insurance reserves of $6.4 million and $6.6 million, respectively, of which $838,000 and $867,000 have been classified as current within the caption “Accrued liabilities and other” in the Condensed Consolidated Balance Sheets. Although our insurance reserve reflects our best estimate of the amount of probable loss, we believe the range of loss that is reasonably possible to have been incurred to be approximately $4.7 million to $13.0 million at March 31, 2014. We record any adjustment to these estimates in the period determined.
We have entered into certain media purchase commitments which require us to spend an aggregate of $1.1 million over the next two years.
Six putative class action lawsuits (four in the Hamilton County (Ohio) Court of Common Pleas and two in the Chancery Court of Delaware) challenging the proposed merger with PhotoMedex have been filed on behalf of all LCA-Vision Inc. stockholders against our directors, our chief executive officer, our company and PhotoMedex. The lawsuits allege that our directors breached their fiduciary duties to our stockholders by engaging in a flawed process for selling LCA-Vision Inc., by agreeing to sell LCA-Vision Inc. for inadequate consideration and permitting the merger agreement to contain improper deal protection terms, and that management’s proxy statement soliciting votes in favor of the merger misstated or omitted material information. In addition, the lawsuits allege that the corporate defendants aided and abetted these breaches of fiduciary duty. The lawsuits sought, among other things, an injunction barring the stockholder vote scheduled for May 7, 2014 and the consummation of the merger and attorneys’ fees. The lawsuits were later consolidated into two actions, one in Ohio and one in Delaware.
On April 29, 2014, counsel for the plaintiffs in the Ohio case agreed to withdraw their motion for a preliminary injunction against the stockholder vote and, together with counsel in the Delaware case, agreed not to seek to enjoin the stockholder vote or the consummation of the merger, in return for our agreement to make certain supplemental disclosures related to the merger. The agreement will not affect the amount of merger consideration that LCA stockholders will be entitled to receive in the merger or any other terms of the merger agreement.
The additional disclosures are contained in a Current Report on Form 8-K that we filed with the SEC on April 30, 2014.
The defendants in the litigation deny all fault or liability and specifically deny that they have committed any of the unlawful or wrongful acts alleged in the litigations, and specifically deny that the additional disclosure was required to supplement the proxy statement. The defendants agreed to provide the supplemental disclosures solely to minimize the cost of defending the litigation and to permit the special meeting of stockholders and the stockholder vote to proceed without delay.
There can be no assurance that the parties to the litigation will enter into a stipulation of settlement that the court will approve, or as to the outcome of the litigation if the court does not approve a settlement.
In addition to the above, we are periodically subject to various other claims and lawsuits. We believe that none of these other claims or lawsuits to which we are currently subject, individually or in the aggregate, will have a material adverse affect on our business, financial condition, results of operations or cash flows.