1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q X-QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(b) OF THE SECURITIES -- EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 2000 Commission file number 1-10629 ------- LASER VISION CENTERS, INC. -------------------------- (Exact name of registrant as specified in its charter) Delaware 43-1530063 -------- ---------- (State or other jurisdiction of incorporation (I.R.S. Employer identification or organization) number) 540 Maryville Centre Dr., Suite 200, St. Louis, Missouri 63141 --------------------------------------------------------------- (Address of principal executive offices) (314)434-6900 ------------- (Registrant's telephone number, including area code) 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 X No --- --- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common Stock outstanding as of December 1, 2000 - 25,330,991 shares 2 LASER VISION CENTERS, INC. FORM 10-Q FOR QUARTERLY PERIOD ENDED OCTOBER 31, 2000 INDEX PART OR ITEM PAGE Part I. FINANCIAL STATEMENTS (unaudited) Item 1. Interim Consolidated Financial Statements Consolidated Balance Sheet - October 31, 2000 and April 30, 2000.............................3-4 Consolidated Statement of Operations - Three months and six months ended October 31, 2000 and 1999.................................................................5 Consolidated Statement of Cash Flow - Six months ended October 31, 2000 and 1999...............................................................6-7 Consolidated Statement of Changes in Stockholders' Equity - Six months ended October 31, 2000..........................................................................8 Notes to Interim Consolidated Financial Statements...........................................9-11 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources.............................................................12-13 Results of Operations.......................................................................13-18 Part II. OTHER INFORMATION Item 1. Legal Proceedings..............................................................................19 Item 2. Changes in Securities..........................................................................19 Item 3. Defaults upon Senior Securities................................................................19 Item 4. Submission of Matters to a Vote of Security Holders.......................................................................19 Item 5. Other Information..............................................................................19 Item 6. Reports on Form 8-K............................................................................19 Signatures..............................................................................................19 3 LASER VISION CENTERS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET (UNAUDITED) OCTOBER 31, April 30, 2000 2000 CURRENT ASSETS Cash and cash equivalents $ 13,911,000 $ 17,702,000 Short-term investments 17,927,000 31,440,000 Accounts receivable, net 8,690,000 11,055,000 Inventory 3,319,000 2,978,000 Deferred tax asset 2,570,000 3,680,000 Prepaid expenses and other current assets 1,883,000 1,407,000 ------------- ------------- Total Current Assets 48,300,000 68,262,000 EQUIPMENT Laser equipment 36,525,000 30,654,000 Medical equipment 8,263,000 5,901,000 Mobile equipment 11,898,000 10,677,000 Furniture and fixtures 3,487,000 2,979,000 -Accumulated depreciation (27,012,000) (22,183,000) ------------- ------------- Total Equipment, Net 33,161,000 28,028,000 OTHER ASSETS Deferred tax asset 6,549,000 6,309,000 Goodwill and other, net 28,289,000 17,437,000 Tradename and service mark costs, net 64,000 74,000 Deferred contract rights 482,000 608,000 Investment in common equity securities 2,325,000 Rent deposits and other, net 181,000 224,000 ------------- ------------- Total Other Assets 35,565,000 26,977,000 ------------- ------------- Total Assets $ 117,026,000 $ 123,267,000 ============= ============= See notes to interim consolidated financial statements 3 4 LASER VISION CENTERS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET (UNAUDITED) OCTOBER 31, April 30, 2000 2000 CURRENT LIABILITIES Current portion of notes payable $ 7,115,000 $ 8,323,000 Current portion of capitalized lease obligations 1,512,000 1,006,000 Accounts payable 4,791,000 4,268,000 Accrued compensation 1,181,000 1,549,000 Other accrued liabilities 3,471,000 8,975,000 ------------- ------------- Total Current Liabilities 18,070,000 24,121,000 NON-CURRENT LIABILITIES Notes payable 3,372,000 4,025,000 Capitalized lease obligations 1,938,000 1,853,000 ------------- ------------- Total Non-Current Liabilities 5,310,000 5,878,000 MINORITY INTERESTS 1,201,000 1,354,000 COMMITMENTS AND CONTINGENCIES (NOTE 6) SERIES B CONVERTIBLE PREFERRED STOCK WITH MANDATORY REDEMPTION PROVISIONS 2,404,000 2,295,000 STOCKHOLDERS' EQUITY Common stock, par value of $.01 per share, 50,000,000 shares authorized; 25,330,991 and 25,330,991 shares issued and outstanding, respectively 253,000 253,000 Warrants and options 1,045,000 915,000 Paid-in capital 107,930,000 107,875,000 Treasury stock at cost (8,763,000) (7,514,000) Accumulated deficit (10,424,000) (11,910,000) ------------- ------------- Total Stockholders' Equity 90,041,000 89,619,000 ------------- ------------- Total Liabilities and Stockholders' Equity $ 117,026,000 $ 123,267,000 ============= ============= See notes to interim consolidated financial statements 4 5 LASER VISION CENTERS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) Three Month Period Six Month Period Ended October 31, Ended October 31, 2000 1999 2000 1999 REVENUES $21,657,000 $20,835,000 $43,894,000 $41,834,000 COST OF REVENUES Royalty fees and professional medical services 5,183,000 6,697,000 10,721,000 13,580,000 Depreciation and amortization 3,737,000 2,175,000 6,988,000 4,123,000 Cost of revenues, other 6,680,000 5,221,000 13,090,000 10,186,000 ------------ ------------ ------------ ------------ GROSS PROFIT 6,057,000 6,742,000 13,095,000 13,945,000 Selling, general and administrative expenses 5,592,000 3,884,000 11,464,000 8,011,000 ------------ ------------ ------------ ------------ INCOME FROM OPERATIONS 465,000 2,858,000 1,631,000 5,934,000 Other income (expenses) Minority interests in net income (88,000) (93,000) (480,000) (181,000) Interest and other income 625,000 841,000 1,394,000 1,538,000 Gain on sale of equity investment 595,000 Interest and other expense (283,000) (261,000) (558,000) (560,000) ------------ ------------ ------------ ------------ INCOME BEFORE TAXES 719,000 3,345,000 2,582,000 6,731,000 Income tax (expense) benefit (270,000) 590,000 (978,000) 1,337,000 ------------ ------------ ------------ ------------ NET INCOME 449,000 3,935,000 1,604,000 8,068,000 Deemed preferred dividends (55,000) (52,000) (109,000) (102,000) ------------ ------------ ------------ ------------ NET INCOME APPLICABLE TO COMMON STOCKHOLDERS $ 394,000 $ 3,883,000 $ 1,495,000 $ 7,966,000 ============ ============ ============ ============ Net Income per Share - Basic $ 0.02 $ 0.15 $ 0.06 $ 0.32 ============ ============ ============ ============ NET INCOME PER SHARE - DILUTED $ 0.02 $ 0.14 $ 0.06 $ 0.28 ============ ============ ============ ============ Weighted average number of common shares outstanding - basic 23,866,000 25,118,000 23,893,000 24,647,000 ============ ============ ============ ============ Weighted average number of common shares outstanding - diluted 24,133,000 28,859,000 24,321,000 28,590,000 ============ ============ ============ ============ See notes to interim consolidated financial statements 5 6 LASER VISION CENTERS, INC. AND SUBSIDIARIES Six Month Period CONSOLIDATED STATEMENT OF CASH FLOW (UNAUDITED) Ended October 31, - ----------------------------------------------- 2000 1999 CASH FLOWS FROM OPERATING ACTIVITIES - ------------------------------------ Net income $ 1,604,000 $ 8,068,000 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 7,777,000 4,665,000 Deferred income taxes 870,000 (1,620,000) Compensation paid in common stock, options or warrants 156,000 110,000 Minority interest in net income of subsidiary 480,000 58,000 (Increase) decrease in accounts receivable 2,365,000 (1,501,000) Increase in inventory (341,000) (1,283,000) Increase in prepaid expenses and other current assets (376,000) (918,000) Increase in accounts payable 523,000 1,670,000 Decrease in accrued liabilities (5,872,000) (399,000) ------------ ------------ Net cash provided by operating activities 7,186,000 8,850,000 CASH FLOWS FROM INVESTING ACTIVITIES - ------------------------------------ Purchase of short-term investments (49,072,000) (90,314,000) Sale of short-term investments 62,585,000 53,111,000 Sale of investment in common equity securities 2,494,000 Acquisition of equipment (9,396,000) (4,010,000) Proceeds from sale of minority interests 40,000 276,000 Business acquisitions and partnership investments, net of cash acquired, and other (12,158,000) (90,000) ------------ ------------ Net cash used in investing activities (5,507,000) (41,027,000) CASH FLOWS FROM FINANCING ACTIVITIES - ------------------------------------ Proceeds from secondary stock offering 44,150,000 Stock offering costs (104,000) Purchase of treasury stock (1,534,000) Proceeds from exercise of stock options and warrants 162,000 8,267,000 Return of restricted cash 1,132,000 Principal payments under capitalized lease obligations and notes payable (3,425,000) (5,375,000) Proceeds paid to minority shareholders (673,000) - ------------ ------------ Net cash (used in) provided by financing activities (5,470,000) 48,070,000 ------------ ------------ NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (3,791,000) 15,893,000 Cash and cash equivalents at beginning of period 17,702,000 8,173,000 ------------ ------------ CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 13,911,000 $ 24,066,000 ============ ============ See notes to interim consolidated financial statements 6 7 LASER VISION CENTERS, INC. AND SUBSIDIARIES Six Month Period CONSOLIDATED STATEMENT OF CASH FLOW (UNAUDITED) Ended October 31, - ------------------------------------------------ 2000 1999 Non-cash investing and financing: Capital lease obligations and notes payable related to laser and equipment purchases $2,155,000 $5,635,000 Accrued and deferred stock offering costs 412,000 Deemed preferred dividends 109,000 102,000 See notes to interim consolidated financial statements 7 8 LASER VISION CENTERS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED) - ----------------------------------- Common Stock Accumulated $.01 Par Value Other Warrants Paid-in Comprehensive Treasury and Accumulated Shares Amount Capital Income Stock Options Deficit Balance- April 30, 2000 25,330,991 $253,000 $108,044,000 (169,000) (7,514,000) $915,000 ($11,910,000) Warrants and options issued 130,000 Exercise of warrants and options (5,000) 285,000 (118,000) Treasury stock purchased (1,534,000) Dividends accrued on convertible preferred stock (109,000) Comprehensive income Net income for the six month period ended October 31, 2000 1,604,000 Reverse unrealized holding loss on investment 169,000 Total comprehensive income ---------- -------- ------------ -------- ----------- ---------- ------------ Balance - October 31, 2000 25,330,991 $253,000 $107,930,000 $ - $(8,763,000) $1,045,000 $(10,424,000) ========== ======== ============ ======== =========== ========== ============ Total Shareholders' Equity Balance- April 30, 2000 $89,619,000 Warrants and options issued 130,000 Exercise of warrants and options 162,000 Treasury stock purchased (1,534,000) Dividends accrued on convertible preferred stock (109,000) Comprehensive income Net income for the six month period ended October 31, 2000 Reverse unrealized holding loss on investment Total comprehensive income 1,773,000 ------------- Balance - October 31, 2000 $90,041,000 ============= See notes to interim consolidated financial statements 8 9 LASER VISION CENTERS, INC. AND SUBSIDIARIES NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 2000 (Unaudited) Item 1. 1. The information contained in the interim consolidated financial statements and footnotes is condensed from that which would appear in the annual consolidated financial statements. Accordingly, the interim consolidated financial statements included herein should be read in conjunction with the consolidated financial statements and related notes thereto contained in the April 30, 2000 Annual Report on Form 10-K filed by Laser Vision Centers, Inc. ("Laser Vision") with the Securities and Exchange Commission. The unaudited interim consolidated financial statements as of October 31, 2000, and for the three and six month periods ended October 31, 2000 and October 31, 1999, include all normal recurring adjustments which management considers necessary for a fair presentation. The results of operations for the interim periods are not necessarily indicative of the results which may be expected for the entire fiscal year. The interim consolidated financial statements include the accounts and transactions of the Company and its subsidiaries. All significant intercompany transactions and accounts have been eliminated. 2. The net income per share was computed as described below using the "Weighted average number of common shares outstanding - basic" during each period. "Weighted average number of common shares outstanding - diluted" for the three and six month periods ended October 31, 2000 include the dilutive effects of warrants and options using the treasury stock method. "Weighted average number of common shares outstanding - diluted" for the three and six month periods ended October 31, 1999 include the dilutive effects of warrants and options using the treasury stock method and the Series B Convertible Preferred Stock. For the three and six month periods ended October 31, 2000, dilutive warrants and options were calculated using an average market price of $4.82 and $5.16, respectively, per common share. Diluted per share calculations follow: Three Month Period Six Month Period Ended October 31, Ended October 31, 2000 1999 2000 1999 Net income 449,000 3,935,000 1,604,000 8,068,000 Deemed preferred dividends (55,000) (52,000) (109,000) (102,000) ----------- ----------- ---------- ---------- Net income applicable to common stockholders 394,000 3,883,000 1,495,000 7,966,000 Weighted average number of common shares outstanding-basic 23,866,000 25,118,000 23,893,000 24,647,000 9 10 Dilutive securities Warrants and options 267,000 2,843,000 428,000 3,050,000 Preferred stock - 898,000 - 893,000 ---------- ---------- ---------- ----------- Weighted average number of common shares outstanding-diluted 24,133,000 28,859,000 24,321,000 28,590,000 Net Income per share - diluted $0.02 $0.14 $0.06 $0.28 3. Effective June 2000 LaserVision acquired Southeast Medical, Inc. (Southeast Medical) of Mandeville, Louisiana for $1.5 million of cash and future contingent consideration which is dependent upon Southeast Medical achieving certain levels of revenue. This transaction has been accounted for under the purchase method of accounting and was financed with existing cash. Southeast Medical is a provider of mobile cataract services in Louisiana and Mississippi and the results of their operations for the five months ended October 31, 2000 are included in the consolidated financial statements of LaserVision. For segment reporting purposes, its results of operations are included in the cataract segment. 4. Short-term investments have an original maturity of more than three months and a remaining maturity of less than one year. These investments are stated at cost as it is the intent of Laser Vision to hold these securities until maturity. The fair market value of short-term investments approximates book value at October 31, 2000. 5. In October 2000 LaserVision finalized a three year, $20 million line of credit with LaSalle Bank as administrative agent. Interest rates vary with our choice of either the prime rate or LIBOR (London Interbank Borrowing Rate). The line of credit is collateralized by accounts receivable, short-term investments, certain lasers and the related inventory and requires LaserVision to maintain certain financial covenants concerning EBITDA (earnings before interest, taxes, depreciation and amortization), a fixed charge coverage ratio, a maximum funded debt to EBITDA ratio and minimum net worth. No borrowings have been made against the line as of October 31, 2000. 6. We have been contacted by three state sales tax authorities who are reviewing whether the services provided by LaserVision to our surgeon customers are subject to state sales and use tax. One state has determined that we are not liable and two states have not yet begun their review. A fourth state has advised one of our customers that we will be reviewed. It is our belief that we are providing a service to our customers which is not taxable and accordingly we have not collected sales and use tax. Although our contracts generally require our customers to pay any sales taxes, the outcome of each such sales and use tax review is not known. 7. In September 2000 LaserVision entered into a five year agreement with Minnesota Eye Consultants (MEC) to provide laser access. LaserVision paid $6.2 million to acquire five lasers and the exclusive right to provide laser access to MEC. LaserVision also assumed leases on three of the five lasers acquired. The transaction resulted in a $5.0 million intangible asset recorded as goodwill and other which will be amortized over the life of the agreement. The 10 11 president of MEC, Dr. Richard Lindstrom, serves on LaserVision's Board of Directors and Medical Advisory Board. 8. The table below presents information about net income and segment assets used by the chief operating decision maker of LaserVision as of and for the periods ended October 31, 2000 and 1999: North American Other Refractive Refractive Cataract Reconciling TOTAL THREE MONTHS ENDED OCTOBER 31, 2000 - ----------------------------------- REVENUE $17,249,000 $788,000 $3,620,000 $ - $21,657,000 Interest and other income 625,000 625,000 Interest and other expense (283,000) (283,000) Income before taxes 286,000 102,000 409,000 (78,000) 719,000 Income tax expense (270,000) (270,000) NET INCOME 286,000 102,000 409,000 (348,000) 449,000 Three months ended October 31, 1999 - ----------------------------------- Revenue 16,982,000 863,000 2,990,000 - 20,835,000 Interest and other income 841,000 841,000 Interest and other expense (261,000) (261,000) Income before taxes 3,033,000 118,000 600,000 (406,000) 3,345,000 Income tax benefit 590,000 590,000 Net income 3,033,000 118,000 600,000 184,000 3,935,000 SIX MONTHS ENDED OCTOBER 31, 2000 - --------------------------------- REVENUE 35,387,000 1,669,000 6,838,000 - 43,894,000 Interest and other income 1,394,000 1,394,000 Interest and other expense (558,000) (558,000) Income before taxes 1,767,000 211,000 772,000 (168,000) 2,582,000 Income tax expense (978,000) (978,000) NET INCOME 1,767,000 211,000 772,000 (1,146,000) 1,604,000 Six months ended October 31, 1999 - --------------------------------- Revenue 34,528,000 1,446,000 5,860,000 - 41,834,000 Interest and other income 1,538,000 1,538,000 Interest and other expense (560,000) (560,000) Income before taxes 6,736,000 89,000 976,000 (1,070,000) 6,731,000 Income tax benefit 1,337,000 1,337,000 Net income $6,736,000 $89,000 $ 976,000 $267,000 $8,068,000 11 12 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ITEM 2. (A) LIQUIDITY AND CAPITAL RESOURCES Except for historical information, statements relating to Laser Vision's plan, objectives and future performance are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are based on management's current expectations. Because of various risks and uncertainties, actual strategies and results in future periods may differ materially from those currently expected. The discussion set forth below analyzes certain factors and trends related to the financial results for the three and six month periods ended October 31, 2000 and 1999. This discussion should be read in conjunction with the related consolidated financial statements and notes to the consolidated financial statements. ITEM 2. (A) LIQUIDITY AND CAPITAL RESOURCES During the six months ended October 31, 2000, cash and cash equivalents decreased 21% or $3.8 million to $13.9 million at October 31, 2000 from $17.7 million at April 30, 2000. Short-term investments maturing in less than one year decreased $13.5 million to $17.9 million at October 31, 2000 from $31.4 million at April 30, 2000. The ratio of current assets to current liabilities at October 31, 2000 was 2.67 to one, compared to 2.83 to one at April 30, 2000. Cash Flows from Operating Activities Net cash provided by operating activities decreased by $1.7 million to $7.2 million for the six months ended October 31, 2000 from $8.9 million for the six months ended October 31, 1999. The cash flows provided by operating activities during the six months ended October 31, 2000 primarily represent the net income in this period plus depreciation and amortization, the decrease in deferred income taxes, the minority interest in the income of subsidiaries, the decrease in accounts receivable and the increase in accounts payable less the decrease in accrued liabilities. The cash flows provided by operating activities during the six months ended October 31, 1999 primarily represent the net income in this period plus depreciation and amortization and the net increase in current liabilities, less increases in accounts receivable, inventory, prepaid expenses and other current assets and deferred taxes. Accounts receivable decreased during the six months ended October 31, 2000 due to improved collections and due to lower revenue during September and October, 2000 compared to March and April, 2000 due to the decrease in the royalty fee collected from our surgeon customers. The significant decrease in current liabilities during the six months ended October 31, 2000 was due to paying the contingent consideration to the former owners of Midwest Surgical Services, Inc. 12 13 Cash Flows from Investing Activities Net cash used for investing activities decreased by $35.5 million to $5.5 million for the six months ended October 31, 2000 from $41.0 million for the six months ended October 31, 1999. Cash used for investing during the six months ended October 31, 2000 was used to acquire Southeast Medical, enter a long-term agreement with Minnesota Eye Consultants, and enter into partnership agreements and to acquire equipment partially offset by the net proceeds from the sale of short-term and common equity investments. Cash used for investing during the six months ended October 31, 1999 was used to acquire short-term investments and acquire equipment partially offset by the sale of minority interests. Cash Flows from Financing Activities During the six months ended October 31, 2000, $5.5 million cash was used in financing activities. During the six months ended October 31, 1999, $48.1 million cash was provided by financing activities. Cash used in financing activities during the six months ended October 31, 2000 was primarily used to purchase 289,800 shares of treasury stock, make principal payments under capitalized lease obligations and notes payable and to pay proceeds to minority shareholders. Cash provided by financing during the six months ended October 31, 1999 was primarily provided by the underwritten public stock offering, the exercise of stock options and warrants and the return of restricted cash and was partially offset by principal payments under capitalized lease obligations and notes payable. In October 2000 LaserVision finalized a three year, $20 million line of credit with LaSalle Bank as administrative agent. Interest rates vary with our choice of either the prime rate or LIBOR (London Interbank Borrowing Rate). The line of credit is collateralized by accounts receivable, short-term investments, certain lasers and the related inventory and requires LaserVision to maintain certain financial covenants concerning EBITDA (earnings before interest, taxes, depreciation and amortization), a fixed charge coverage ratio, a maximum funded debt to EBITDA ratio and minimum net worth. No borrowings have been made against the line as of October 31, 2000. Income Taxes During the fourth quarter of fiscal 1999 LaserVision began recognizing deferred tax assets related to net operating loss (NOL) carryforwards. Based on expected future operating plans, at October 31, 2000, management has determined that the net deferred tax assets generated by operations will more likely than not be utilized to offset future taxes. For tax purposes, the tax benefit related to certain equity transactions that did not impact operating results, such as those arising from the exercise of non-qualified stock options and warrants, will be credited to shareholders' equity and serve to reduce the future taxes paid by LaserVision. In the future, LaserVision anticipates income tax expense to be approximately 38% of income before taxes. With the impact of the equity related tax loss carryforwards, LaserVision expects its cash income tax expense to be about 6%. Overview LaserVision expects to continue to fund future operations from revenues received from providing laser access and market services, existing cash and cash equivalents and short-term investments, the possible 13 14 exercise of stock options and warrants, the line of credit and future financing as required. LaserVision has established a $20 million bank line of credit for acquisitions and general corporate purposes and is in the process of establishing a $5 million leasing line with another bank for laser equipment purchases. LaserVision can also obtain financing from vendors. There can be no assurance that the leasing line will be finalized or that capital will be available when needed or, if available, that the terms for obtaining such funds will be favorable to LaserVision. (B) RESULTS OF OPERATIONS The following table breaks out revenue by source and includes certain profitability amounts as a percentage of revenue. THREE MONTHS ENDED SIX MONTHS ENDED OCTOBER 31, OCTOBER 31, 2000 1999 2000 1999 REVENUE North American refractive $17,249,000 $16,982,000 $35,387,000 $34,528,000 Other refractive 788,000 863,000 1,669,000 1,446,000 Cataract 3,620,000 2,990,000 6,838,000 5,860,000 ------------ ------------ ------------ ------------ TOTAL REVENUE 21,657,000 20,835,000 43,894,000 41,834,000 Gross profit 6,057,000 6,742,000 13,095,000 13,945,000 % of total revenue 28% 32% 30% 33% Income from operations 465,000 2,858,000 1,631,000 5,934,000 % of total revenue 2% 14% 4% 14% Net income before taxes 719,000 3,345,000 2,582,000 6,731,000 % of total revenue 3% 16% 6% 16% The fiscal 1999 revenues and cost of revenues include an additional $150 per case for royalties paid to laser manufacturers. We continue to negotiate with multiple suppliers for discounts, incentives and favorable financing terms. QUARTER ENDED OCTOBER 31, 2000 COMPARED TO QUARTER ENDED OCTOBER 31, 1999 LaserVision has continued to provide excimer laser access to additional sites throughout the U.S. We are focused on establishing long-term relationships with our customers and providing value-added services through our partnership and market development models. These models require a larger investment on our part in marketing and personnel in exchange for a larger portion of the global fee. These models are less profitable initially, but we believe they have the potential to provide greater profitability and stability during the course of the agreements. Revenues Total revenue increased by 4%, or $0.8 million, to $21.7 million for the three months ended October 31, 2000 from $20.8 million for the three months ended October 31, 1999. Total refractive procedures 14 15 increased by 30% to 30,516 for the three months ended October 31, 2000 from 23,520 for the three months ended October 31, 1999. The increase in revenue is not as great as the increase in procedures primarily due to the 60% decrease in the royalty fees paid to laser manufacturers that has decreased the fee we charge to our surgeon customers. In addition, global pricing to the patient has declined due to competition and, accordingly, our fees to our surgeon customers, particularly for higher volume accounts, have also declined. The increase in revenue is attributable to a $0.3 million increase in North American refractive revenue, a $0.6 million increase in cataract revenue and a $0.1 decrease in other refractive revenue. The increase in North American revenue was attributable to an increase both in the number of U.S. lasers in operation and the number of procedures performed by our eye surgeon customers in the U.S. partially offset by the decline in price due to the 60% decrease in the royalty fee paid to laser manufacturers and lower prices for high volume accounts. The increase in cataract revenue is due to the acquisition of Southeast Medical in June 2000 and an increase in procedure volume. Cost of Revenues/Gross Profit Cost of revenues increased by 11%, or $1.5 million, to $15.6 million for the three months ended October 31, 2000 from $14.1 million for the three months ended October 31, 1999. This was primarily due to an increase of $0.6 million in mobile laser engineer salaries and travel costs, an increase of $0.8 million in maintenance, gases and medical supplies, an increase of $0.7 million in professional medical services, an increase of $1.5 million in depreciation and amortization and an increase of $0.5 million of costs related to the cataract business offset by a $2.3 million decrease in royalty fees paid to laser manufacturers and a $0.2 million decrease in expenses related to training courses. The increases in salaries and travel, professional medical services, maintenance, gases and medical supplies and depreciation and amortization are primarily due to increased lasers and refractive procedure volume. Total gross profit decreased by 10%, or $0.6 million, to $6.1 million for the three months ended October 31, 2000 from $6.7 million for the three months ended October 31, 1999. The variable gross profit, excluding depreciation, increased by 10%, or $0.9 million, to $9.8 million for the three months ended October 31, 2000 from $8.9 million for the three months ended October 31, 1999. As a percentage of total revenue, total gross profit decreased to 28% from 32% for the three months ended October 31, 2000 and 1999, respectively. This decline is primarily due to a decline in the average sales price per procedure greater than the decline in the average cost per procedure. Operating Expenses Selling, general and administrative expenses increased by 44%, or $1.7 million, to $5.6 million for the three months ended October 31, 2000 from $3.9 million for the three months ended October 31, 1999. This was attributed to increases in selling and marketing expenses of $1.3 million, increases in salaries and related expenses of $0.8 million and increases in depreciation of $0.1 million partially offset by decreases in general and administrative expense of $0.6 million. The $1.3 million increase in selling and marketing expenses and a portion of the $0.8 million increase in salaries and related expenses is a result of our change in focus to partnerships and market development sites where we provide substantially all marketing services and employ refractive coordinators in the practice in exchange for a 15 16 larger percentage of the global patient fee. The decline in general and administrative expense primarily reflects a gain on the sale of a non-current asset. Excluding this one-time gain, general and administrative expenses were relatively unchanged. Income from Operations The income from operations decreased by $2.4 million to $0.5 million for the three months ended October 31, 2000 from $2.9 million for the three months ended October 31, 1999. This was primarily related to decreased North American refractive profitability. Other Income (Expenses) Lower interest income and higher interest expense partially offset by lower minority interests in net income of subsidiaries caused a $233,000 decrease in other income (expense) to a net $254,000 of income during the three months ended October 31, 2000 from a net $487,000 of income during the three months ended October 31, 1999. Taxes Income tax (expense) benefit changed from a tax benefit of $590,000 for the three months ended October 31, 1999 to tax expense of $270,000 for the three months ended October 31, 2000. Given the utilization of NOL carryforwards generated by operations available to offset future taxes for financial reporting purposes, LaserVision anticipates income tax expense remaining at approximately 38% of income before taxes. SIX MONTHS ENDED OCTOBER 31, 2000 COMPARED TO SIX MONTHS ENDED OCTOBER 31, 1999 Revenues Total revenue increased by 5%, or $2.1 million, to $43.9 million for the six months ended October 31, 2000 from $41.8 million for the six months ended October 31, 1999. Total refractive procedures increased by 34% to 62,760 for the six months ended October 31, 2000 from 46,820 for the six months ended October 31, 1999. The increase in revenue is attributable to a $0.9 million increase in North American refractive revenue, a $0.2 million increase in other refractive revenue and a $1.0 million increase in cataract revenue. The increase in revenue is not as great as the increase in procedures primarily due to the 60% decrease in the royalty fees paid to laser manufacturers that has decreased the fee we charge to our surgeon customers. In addition, global pricing to the patient has declined due to competition and, accordingly, our fees to our surgeon customers, particularly for higher volume accounts, have also declined. The increase in cataract revenue is due to the acquisition of Southeast Medical in June 2000 and an increase in procedure volume. 16 17 Cost of Revenues/Gross Profit Cost of revenues increased by 10%, or $2.9 million, to $30.8 million for the six months ended October 31, 2000 from $27.9 million for the six months ended October 31, 1999. This was primarily due to an increase of $1.3 million in mobile laser engineer salaries and travel costs, an increase of $1.3 million in maintenance, gases and medical supplies, an increase of $1.4 million in professional medical services, an increase of $2.7 million in depreciation and amortization and an increase of $0.9 million of costs related to the cataract business offset by a $4.4 million decrease in royalty fees paid to laser manufacturers and a decrease of $0.3 million in expenses related to training courses. The increases in salaries and travel, professional medical services, maintenance, gases and medical supplies and depreciation and amortization are primarily due to increased lasers and refractive procedure volume. Total gross profit decreased by 6%,or $0.8 million to $13.1 million for the six months ended October 31, 2000 from $13.9 million for the six months ended October 31, 1999. The variable gross profit, excluding depreciation, increased by 11%, or $1.9 million, to $20.0 million for the six months ended October 31, 2000 from $18.1 million for the six months ended October 31, 1999. As a percentage of total revenue, total gross profit decreased to 30% from 33% for the three months ended October 31, 2000 and 1999, respectively. This decline is primarily due to a decline in the average sales price per procedure greater than the decline in the average cost per procedure. Operating Expenses Selling, general and administrative expenses increased by 43%, or $3.5 million, to $11.5 million for the six months ended October 31, 2000 from $8.0 million for the six months ended October 31, 1999. The increase was attributed to increased salaries and related expenses of $1.0 million, increased selling and marketing expenses of $2.4 million, and increased depreciation of $0.2 million offset by decreased general and administrative expense of $0.2 million. The $2.4 million increase in selling and marketing expenses and a portion of the $1.0 million increase in salaries and related expenses is a result of our change in focus to partnerships and market development sites where we provide substantially all marketing services and employ refractive coordinators in the practice in exchange for a larger percentage of the global patient fee. The decline in general and administrative expense primarily reflects a gain on the sale of a non-current asset. Excluding this one-time gain, general and administrative expenses would have increased by $0.4 million. Income from Operations The income from operations decreased by $4.3 million to $1.6 million for the six months ended October 31, 2000 from $5.9 million for the six months ended October 31, 1999. This was primarily related to decreased North American Refractive profitability. Other Income (Expenses) A one-time gain of $595,000 relative to the sale of an investment in common equity securities increased other income during the six months ended October 31, 2000. Excluding this one-time event, higher minority interests in net income of subsidiaries and lower interest income caused a $441,000 decrease in 17 18 other income (expense) to a net $356,000 of income during the six months ended October 31, 2000 from a net $797,000 of income during the six months ended October 31, 1999. Taxes Income tax (expense) benefit changed from a tax benefit of $1,337,000 for the six months ended October 31, 1999 to tax expense of $978,000 for the six months ended October 31, 2000. Given the utilization of NOL carryforwards generated by operations available to offset future taxes for financial reporting purposes, LaserVision anticipates income tax expense remaining at approximately 38% of income before taxes. 18 19 PART II-OTHER INFORMATION Item 1. Legal Proceedings There has been no material change in the status of any litigation from that reported in the Form 10-K for the year ended April 30, 2000, nor has any other material litigation been initiated. Item 2. Changes in Securities None. Item 3. Defaults upon Senior Securities None Item 4. Submission of Matters to a Vote of Security Holders At the Annual Meeting of Shareholders on November 10, 2000, shareholders elected five members of the Board of Directors, approved PricewaterhouseCoopers LLP as the Company's independent public accountants, and approved the Laser Vision Centers, Inc. 2000 Incentive Stock Option Plan. Item 5. Other Information None Item 6. Reports on Form 8-K during the period covered by this report: None Exhibits - None Signatures ---------- Pursuant to the requirement of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. LASER VISION CENTERS, INC. \s\John J. Klobnak December 12, 2000 - ------------------------------------- --------------------- John J. Klobnak Date Chairman of the Board and Chief Executive Officer \s\B. Charles Bono, III December 12, 2000 - ------------------------------------- --------------------- B. Charles Bono Date Chief Financial Officer and Principal Accounting Officer 19