UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14-A

(Rule 14A-101)

PROXY STATEMENT PURSUANT TO SECTION 14(a)

OF THE SECURITIES AND EXCHANGE ACT OF 1934

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:

Preliminary Proxy Statement

Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Materials Pursuant to Section 240.14a.12

LCA-Vision Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11

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Check box if any part of the fee is offset by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

1.

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2.

Form, Schedule or Registration No.:

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Date Filed:


LCA-Vision Inc. filed a Current Report on Form 8-K on April 30, 2014 , including a press release to report first quarter 2014 financial results.

 

 
 

 

 

 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

___________


FORM 8-K


 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 30, 2014

 

LCA-VISION INC.
(Exact name of registrant as specified in its charter)

 

Delaware
(State or Other Jurisdiction

of Incorporation)

0-27610
(Commission
File Number)

11-2882328
(IRS Employer
Identification No.)

 

 

7840 Montgomery Road, Cincinnati, Ohio 45236 
(Address of Principal Executive Offices) (Zip Code)

   

Registrant’s telephone number, including area code: (513) 792-9292

 

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
 

 

 

Item 2.02.  Results of Operations and Financial Condition.

 

On April 30, 2014, LCA-Vision Inc. issued a press release to report first quarter 2014 results. The text of the press release is furnished as Exhibit 99.1 to this Form 8-K.

 

The information in this Current Report on Form 8-K and the Exhibit attached hereto is furnished pursuant to the rules and regulations of the Securities and Exchange Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

 

 

Item 9.01.  Financial Statements and Exhibits.

 

(d) Exhibits.

 

99.1     Press release of LCA-Vision Inc. dated April 30, 2014

 

 
 

 

 

SIGNATURES

 


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

LCA-VISION INC.

 

     
  /s/ Michael J. Celebrezze  
  Michael J. Celebrezze  

 

Chief Executive Officer

 

Date: April 30, 2014

 

 
 

 

 

 

Exhibit 99.1

 

News Release

 

 

   

LCA-Vision Reports First Quarter Financial Results

 

CINCINNATI (April 30, 2014 ) – LCA-Vision Inc. (NASDAQ: LCAV), a leading provider of laser vision correction services under the Lasik Plus ® brand, today announced financial and operating results for the three months ended March 31, 2014.

 

First Quarter 2014 Financial and Operating Highlights (all comparisons are with the first quarter of 2013)

 

Revenues were $25.5 million, down 9.8% from $28.3 million; adjusted revenues declined 8.9% to $25.5 million from $27.9 million.

 

Procedure volume declined 8.4% to 14,898 from 16,272.

 

Average adjusted revenue per procedure declined to $1,709 from $1,717, due primarily to a $500-off price promotion in the 2014 quarter.

 

Medical professional and license fees were $5.8 million compared with $6.7 million. The decrease is due to lower procedure volume and favorable per-procedure fee negotiations with a key vendor in the second quarter of 2013.

 

Vision center direct costs were $10.1 million in both periods with increases in rent and bad debt expense in 2014 offset by reductions in laser maintenance and state and local taxes.

 

General and administrative expense decreased by $0.2 million to $2.9 million from $3.1 million, due primarily to lower employee-related costs.

 

Marketing and advertising expense of $6.0 million decreased by $0.6 million. Marketing cost per eye was $400, compared with $404.

 

Depreciation expense decreased slightly to $0.5 million from $0.6 million, due to slightly lower capital expenditures.

 

Operating loss was $0.3 million compared with operating profit of $1.0 million. Adjusted operating loss was $0.4 million compared with adjusted operating income of $0.7 million. Operating loss and adjusted operating loss for the first quarter of 2014 reflected lower procedure volume and revenues, transaction costs of $0.6 million related to the merger agreement with PhotoMedex, partially offset by other expense reductions. The first quarter of 2013 included $0.2 million of restructuring charges related to relocating the patient call center.

 

Net loss was $0.2 million, or $0.01 per share, compared with net income of $1.2 million, or $0.06 per share.

 

Cash and investments were $29.8 million as of March 31, 2014, compared with $28.7 million as of December 31, 2013.


 

 

   

The company provides adjusted revenues and operating loss as a means of measuring performance that adjusts for the non-cash impact of accounting for separately priced extended warranties. A reconciliation of revenues and operating loss as reported in accordance with U.S. Generally Accepted Accounting Principles (GAAP) is provided at the end of this news release. Management believes that the adjusted information better reflects operating performance and, therefore, is more meaningful to investors.

 

“As we previously reported, inclement weather during the quarter disrupted our operations and negatively impacted procedure volume as demonstrated by 100 closed days or partially closed days among a number of our vision centers. We believe our results also were negatively impacted by the timing of our price promotions and changes in marketing compared with last year. The number of cataract and intraocular lens procedures increased compared with the first quarter of 2013 but were lower than the fourth quarter of 2013,” said LCA-Vision Chief Executive Officer Michael J. Celebrezze.

 

On February 13, 2014, LCA-Vision Inc. and PhotoMedex, Inc. entered into an Agreement and Plan of Merger providing for the acquisition of LCA-Vision by PhotoMedex. Pursuant to the terms of the merger agreement, a wholly owned subsidiary of PhotoMedex will be merged with and into LCA-Vision, with LCA-Vision surviving the merger as a wholly owned subsidiary of PhotoMedex. A Special Meeting of LCA-Vision Stockholders is scheduled to be held on May 7, 2014 at the Queen City Club, 331 East Fourth Street, Cincinnati, OH 45202 at 9:00 a.m., Eastern Time, to consider and vote on a proposal to adopt the merger agreement and related matters.

 

About LCA-Vision Inc./Lasik Plus ®

LCA-Vision Inc., a leading provider of laser vision correction services under the Lasik Plus ® brand, operates 60 Lasik Plus ® vision centers in the U.S., including 51 full-service Lasik Plus ® fixed-site laser vision correction centers and nine pre- and post-operative Lasik Plus ® satellite centers. LCA-Vision has performed more than 1.3 million procedures since FDA approval of photorefractive keratectomy (PRK) in late 1995.

 

Forward-Looking Statements

This news release contains forward-looking statements based on current expectations, forecasts and assumptions of LCA-Vision that are subject to risks and uncertainties. The forward-looking statements in this release are based on information available to the company as of the date hereof. Actual results could differ materially from those stated or implied in the forward-looking statements due to risks and uncertainties associated with its business. In addition to the risk factors discussed in the company’s Form 10-K and other filings with the Securities and Exchange Commission (SEC), there are a number of other risks and uncertainties associated with its business including, without limitation, the successful execution of cost-effective marketing strategies to attract patients to its vision centers; the impact of low consumer confidence and discretionary spending; the impact of changes in government regulations related to medical expenses; competition in the laser vision correction industry; the possibility of adverse outcomes or long-term side effects of laser vision correction and negative publicity regarding laser vision correction; the company’s ability to operate profitable vision centers and retain qualified personnel during periods of lower procedure volumes; the company’s success in expanding its services into the refractive lens and cataract market; additional regulatory requirements, such as for Medicare, related to cataract and other refractive procedures; the continued availability of non-recourse third-party financing for its patients on terms similar to what it has paid historically; the company’s ability to achieve profitability in its developing business expansion initiatives; and the future value of revenues financed by the company and its ability to collect on such financings, which will in turn depend on a number of factors, including the consumer credit environment and the company’s ability to manage credit risk related to consumer debt, bankruptcies and other credit trends.

 

 
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Further, the U.S. Food and Drug Administration’s (FDA) advisory board on ophthalmic devices currently is reviewing concerns about post-LASIK quality of life matters and the FDA is conducting a three-phase study on LASIK outcomes and quality of life. The FDA or another regulatory body could take legal action against the company or others in the laser vision correction industry. The outcome of this review or legal action potentially could impact negatively the acceptance of LASIK. In addition, the acceptance rate of new technologies and the Company’s ability to implement successfully new technologies on a national basis create additional risk.

 

Except to the extent required under the federal securities laws and the rules and regulations promulgated by the SEC, the company assumes no obligation to update the information included in this news release, whether as a result of new information, future events or circumstances, or otherwise.

 

Participants in the Solicitation

LCA-Vision Inc. (“LCA-Vision”) and its directors and officers may be deemed to be participants in the solicitation of proxies for the special meeting of LCA-Vision stockholders to be held on May 7, 2014 to approve the merger of LCA-Vision with a subsidiary of PhotoMedex, Inc. (“PhotoMedex”). In connection with the proposed merger, LCA-Vision has filed with the Securities and Exchange Commission a Proxy Statement. The stockholders of LCA-Vision are advised to read in full the Proxy Statement and other documents filed with the Securities and Exchange Commission in connection with the solicitation of proxies for the special meeting because these documents contain important information. The Proxy Statement was mailed on or about March 28, 2014 to stockholders of LCA-Vision as of March 20, 2014, the record date for voting on the merger. The Proxy Statement can be obtained, without charge, at the Securities and Exchange Commission’s website at www.sec.gov. In addition, the Proxy Statement and other documents relating to the special meeting may be obtained free of charge by directing a request to LCA-Vision Inc., 7840 Montgomery Road, Cincinnati, Ohio 45236, Attn: Assistant Secretary, or (513) 792-9090.

 

For Additional Information

 

Company Contact:

Investor Relations Contact:

LCA-Vision Inc.

LHA

Barb Kise

Kim Golodetz

513-792-5629

212-838-3777

 

kgolodetz@lhai.com

 

    or

 

Bruce Voss

 

310-691-7100

 

bvoss@lhai.com

 

@LHA_IR_PR

 

(TABLES TO FOLLOW)  

 

 
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LCA-Vision Inc.

Condensed Consolidated Balance Sheets (Unaudited)

(Dollars in thousands)

   

   

March 31,

2014

   

December 31,

2013

 

Assets

               

Current assets

               

Cash and cash equivalents

  $ 27,822     $ 26,689  

Investments

    1,984       1,984  

Patient receivables, net of allowances of $774 and $719, respectively

    3,148       3,026  

Other accounts receivable, net

    692       950  

Prepaid expenses and other

    2,168       1,820  
                 

Total current assets

    35,814       34,469  
                 

Property and equipment, net

    6,629       7,037  

Patient receivables, net of allowances of $490 and $423

    1,294       1,186  

Other assets

    223       223  
                 

Total assets

  $ 43,960     $ 42,915  
                 

Liabilities and Stockholders' Investment

               

Current liabilities

               

Accounts payable

  $ 7,760     $ 7,218  

Accrued liabilities and other

    8,240       6,868  

Debt obligations maturing within one year

    784       777  
                 

Total current liabilities

    16,784       14,863  
                 

Long-term insurance reserves, less current portion

    5,521       5,714  

Long-term debt obligations, less current portion

    881       1,080  

Other long-term liabilities

    1,917       2,127  
                 

Stockholders' investment

               

Common stock ($.001 par value; 25,291,637 shares issued and 19,347,554 and 19,254,175 shares outstanding, respectively)

    25       25  

Contributed capital

    181,084       180,790  

Common stock in treasury, at cost (5,944,083 shares and 6,037,462 shares, respectively)

    (109,674 )     (110,034 )

Accumulated deficit

    (52,796 )     (52,013 )

Accumulated other comprehensive income

    218       363  

Total stockholders' investment

    18,857       19,131  
                 

Total liabilities and stockholders' investment

  $ 43,960     $ 42,915  

 

 
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LCA-Vision Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)

(Amounts in thousands except per share data)

 

   

Three months ended March 31,

 
   

2014

   

2013

 
                 

Revenues

  $ 25,531     $ 28,304  
                 

Operating costs and expenses

               

Medical professional and license fees

    5,793       6,734  

Direct costs of services

    10,113       10,059  

General and administrative expenses

    2,929       3,149  

Marketing and advertising

    5,958       6,570  

Depreciation

    490       556  

Transaction costs

    598       -  

Restructuring charges

    (6 )     219  
      25,875       27,287  

Gain on sale of assets

    -       6  
                 

Operating (loss) income

    (344 )     1,023  
                 

Net investment income and other

    221       216  
                 

(Loss) income before taxes on income

    (123 )     1,239  
                 

Income tax expense

    28       34  
                 

Net (loss) income

  $ (151 )   $ 1,205  
                 

Earnings per common share

               

Basic

  $ (0.01 )   $ 0.06  

Diluted

  $ (0.01 )   $ 0.06  
                 

Weighted average shares outstanding

               

Basic

    19,284       19,093  

Diluted

    19,284       19,283  
                 

Other comprehensive loss, net of tax:

               

Foreign currency translation

  $ (145 )   $ (97 )

Total other comprehensive loss, net of tax

  $ (145 )   $ (97 )
                 

Comprehensive (loss) income

  $ (296 )   $ 1,108  

 

 
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LCA-Vision Inc.

Condensed Consolidated Statements of Cash Flows (Unaudited)

(Dollars in thousands)

  

   

Three months ended March 31,

 
   

2014

   

2013

 
                 

Cash flow from operating activities:

               

Net (loss) income

  $ (151 )   $ 1,205  

Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:

               

Depreciation

    490       556  

Provision for loss on doubtful accounts

    374       87  

Gain on sale of assets

    -       (6 )

Stock-based compensation

    294       346  

Insurance reserve

    (222 )     (212 )

Changes in operating assets and liabilities:

               

Patient accounts receivable

    (579 )     (708 )

Other accounts receivable

    229       (1,699 )

Prepaid expenses and other

    (387 )     (984 )

Accounts payable

    542       193  

Deferred revenue, net of professional fees

    (63 )     (332 )

Accrued liabilities and other

    1,291       525  
                 

Net cash provided by (used in) operations

    1,818       (1,029 )
                 

Cash flow from investing activities:

               

Purchases of property and equipment

    (80 )     (135 )

Proceeds from sale of assets

    4       11  

Proceeds from sale of investment securities

    -       2,804  
                 

Net cash (used in) provided by investing activities

    (76 )     2,680  
                 

Cash flow from financing activities:

               

Principal payments on loan

    (192 )     -  

Shares repurchased for treasury stock

    (272 )     (231 )
                 

Net cash used in financing activities

    (464 )     (231 )
                 

Net effect of exchange rate changes on cash and cash equivalents

    (145 )     (97 )
                 

Increase in cash and cash equivalents

    1,133       1,323  
                 

Cash and cash equivalents at beginning of period

    26,689       31,653  
                 

Cash and cash equivalents at end of period

  $ 27,822     $ 32,976  

 

 
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LCA-Vision Inc.

Effect of the Change in Accounting for Deferred Revenues on Financial Results

(Dollars in thousands)

(Unaudited)

 

To supplement its Consolidated Financial Statements presented in accordance with accounting principles generally accepted in the United States, LCA-Vision discusses adjusted revenues and operating loss. Management utilizes this information as a means of measuring performance that adjusts for the non-cash impact of the accounting for separately priced extended warranties and believes that including this additional disclosure is meaningful to investors for the same reason.

 

Accordingly, this news release contains non-GAAP financial measures within the meaning of Regulation G promulgated by the Securities and Exchange Commission. A reconciliation of the difference between the non-GAAP measures with the most directly comparable financial measures calculated in accordance with GAAP follows:

 

   

Three Months Ended March 31,

 
   

2014

   

2013

 

Revenues

               

Reported U.S. GAAP

  $ 25,531     $ 28,304  

Adjustments

               

Amortization of prior deferred revenue

    (70 )     (369 )

Adjusted revenues

  $ 25,461     $ 27,935  
                 
                 

Operating (loss) income

               

Reported U.S. GAAP

  $ (344 )   $ 1,023  

Adjustments

               

Amortization of prior deferred revenue

    (70 )     (369 )

Amortization of prior professional fees

    7       37  

Adjusted operating (loss) income

  $ (407 )   $ 691  

 

 

 

 

# # #

 

 

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