1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
X-QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(b) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED
OCTOBER 31, 1998
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 November 20, 1998 - 9,988,264 shares
Reason for Amendment
The Company has restated its financial statements as of
October 31, 1998 and April 30, 1998 and for the six month period ended October
31, 1997 to account for the beneficial conversion feature and the mandatory
redemption features of the Series B Convertible Preferred Stock. See Note 2 to
the Financial Statements.
2
LASER VISION CENTERS, INC.
FORM 10-Q/A FOR QUARTERLY PERIOD ENDED OCTOBER 31, 1998
INDEX
PART OR ITEM PAGE
Part I. FINANCIAL STATEMENTS
Item 1. Interim Consolidated Financial Statements
Consolidated Balance Sheet - October 31, 1998 and April 30, 1998............................3-4
Consolidated Statement of Operations - Three months and six months
ended October 31, 1998 and 1997................................................................5
Consolidated Statement of Cash Flow - Six months
ended October 31, 1998 and 1997..............................................................6-7
Consolidated Statement of Changes in Stockholders' Equity - Six months
ended October 31, 1998.........................................................................8
Notes to Interim Consolidated Financial Statements..........................................9-10
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
Liquidity and Capital Resources............................................................10-11
Results of Operations......................................................................12-14
Part II. OTHER INFORMATION
Item 1. Legal Proceedings.............................................................................15
Item 2. Changes in Securities.........................................................................15
Item 3. Defaults upon Senior Securities...............................................................15
Item 4. Submission of Matters to a
Vote of Security Holders......................................................................15
Item 5. Other Information.............................................................................15
Item 6. Reports on Form 8-K...........................................................................15
3
LASER VISION CENTERS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
OCTOBER 31, April 30,
1998 1998
CURRENT ASSETS
Cash and cash equivalents $8,491,000 $ 8,430,000
Restricted cash 525,000 471,000
Accounts receivable, net 5,490,000 3,503,000
Inventory 1,128,000 1,185,000
Prepaid expenses and
other current assets 1,352,000 686,000
----------- -----------
Total Current Assets 16,986,000 14,275,000
EQUIPMENT
Laser equipment 17,756,000 16,485,000
Medical equipment 1,771,000 713,000
Mobile equipment 3,907,000 3,498,000
Furniture and fixtures 1,495,000 1,374,000
-Accumulated depreciation (10,226,000) (7,879,000)
----------- -----------
Total Equipment, Net 14,703,000 14,191,000
OTHER ASSETS
Restricted cash 822,000 974,000
Goodwill, net 3,413,000 678,000
Tradename and service mark costs, net 103,000 113,000
Deferred contract rights 522,000 539,000
Rent deposits and other, net 52,000 59,000
----------- -----------
Total Other Assets 4,912,000 2,363,000
--------- -----------
Total Assets $36,601,000 $30,829,000
=========== ===========
See notes to interim consolidated financial statements
3
4
LASER VISION CENTERS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
OCTOBER 31, April 30,
1998 1998
(Restated - Note 2)
CURRENT LIABILITIES
Current portion of notes payable $3,686,000 $2,365,000
Current portion of capitalized
lease obligations 842,000 672,000
Accounts payable 4,183,000 2,667,000
Accrued compensation 947,000 981,000
Other accrued liabilities 1,750,000 2,036,000
----------- ------------
Total Current Liabilities 11,408,000 8,721,000
NON-CURRENT LIABILITIES
Notes payable 6,137,000 5,907,000
Capitalized lease obligations 607,000 678,000
Deferred revenue 30,000
----------- ------------
Total Non-Current Liabilities 6,744,000 6,615,000
COMMITMENTS AND CONTINGENCIES
SERIES B CONVERTIBLE PREFERRED STOCK WITH MANDATORY
REDEMPTION PROVISIONS (Restated - Note 2) 1,996,000 1,915,000
STOCKHOLDERS' EQUITY
Common stock, par value of $.01 per
share, 50,000,000 shares authorized;
9,975,032 and 9,687,323 shares issued
and outstanding, respectively 100,000 97,000
Warrants and options (Restated - Note 2) 1,229,000 1,261,000
Paid-in capital (Restated - Note 2) 45,841,000 44,227,000
Accumulated deficit (30,717,000) (32,007,000)
------------ -----------
Total Stockholders' Equity 16,453,000 13,578,000
------------ -----------
Total Liabilities and Equity $36,601,000 $30,829,000
============ ===========
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,
1998 1997 1998 1997
(Restated - Note 2)
REVENUES $10,402,000 $5,224,000 $19,512,000 $9,321,000
COST OF REVENUES
Royalty fees and professional
medical services 3,481,000 1,873,000 6,906,000 3,237,000
Depreciation and amortization 1,220,000 1,077,000 2,353,000 2,122,000
Other costs 2,046,000 998,000 3,732,000 1,905,000
----------- ---------- ----------- ----------
GROSS PROFIT 3,655,000 1,276,000 6,521,000 2,057,000
----------- ---------- ----------- ----------
Selling, general and
administrative expenses 2,512,000 2,309,000 4,878,000 4,440,000
----------- ---------- ----------- ----------
INCOME (LOSS) FROM OPERATIONS 1,143,000 (1,033,000) 1,643,000 (2,383,000)
Other income (expenses)
Interest and other income 93,000 89,000 194,000 144,000
Interest and other expense (278,000) (229,000) (547,000) (471,000)
----------- ---------- ---------- ----------
NET INCOME (LOSS) 958,000 (1,173,000) 1,290,000 (2,710,000)
Deemed Preferred Dividends (Restated - Note 2) (41,000) (66,000) (81,000) (1,831,000)
----------- ---------- ---------- ----------
NET INCOME (LOSS) APPLICABLE TO
COMMON STOCKHOLDERS (Restated - Note 2) $917,000 ($1,239,000) $1,209,000 ($4,541,000)
======== ========== ========== ==========
NET INCOME (LOSS) PER SHARE
(Restated - Note 2) $0.09 ($0.14) $0.12 ($0.51)
===== ====== ===== ======
NET INCOME (LOSS) PER SHARE - DILUTED
(Restated - Note 2) $0.09 ($0.14) $0.11 ($0.51)
===== ====== ===== ======
Weighted average number of
common shares outstanding 9,927,000 9,044,000 9,834,000 8,933,000
========== ========= ========== =========
Weighted average number of
common shares outstanding - diluted 10,708,000 9,044,000 10,779,000 8,933,000
========== ========= ========== =========
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,
1998 1997
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $1,290,000 ($2,710,000)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 2,596,000 2,372,000
Compensation paid in common stock,
options or warrants 193,000 66,000
Changes in assets and liabilities net of effect
of RSR acquisition
Increase in accounts receivable (1,640,000) (1,328,000)
(Increase) decrease in inventory 144,000 (469,000)
Increase in prepaid expenses
and other current asset increase (629,000) (298,000)
Increase in accounts payable 1,428,000 1,033,000
Increase (decrease) in accrued liabilities (1,349,000) 4,000
------------- -----------
Net cash provided by (used in) operating activities 2,033,000 (1,330,000)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of equipment (1,533,000) (2,553,000)
Acquisition of RSR (468,000)
Other, net 4,000 (14,000)
------------- -----------
Net cash used in investing activities (1,997,000) (2,567,000)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from exercise of stock options and warrants 1,503,000 1,101,000
Proceeds from private offering, preferred 6,000,000
Private placement offering costs, preferred (513,000)
Return of restricted cash 98,000 153,000
Principal payments under capitalized
lease obligations and notes payable (1,576,000) (826,000)
Proceeds from loan financings 1,863,000
---------- ---------
Net cash provided by financing activities 25,000 7,778,000
---------- ---------
NET INCREASE IN CASH
AND CASH EQUIVALENTS 61,000 3,881,000
Cash and cash equivalents at beginning of period 8,430,000 3,794,000
--------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $8,491,000 $ 7,675,000
========== ===========
6
7
LASER VISION CENTERS, INC. AND SUBSIDIARIES Six Month Period
CONSOLIDATED STATEMENT OF CASH FLOW Ended October 31,
(Restated - Note 2)
1998 1997
Non-cash investing and financing:
Conversion of preferred stock (Restated - Note 2) $ 849,000
Deemed preferred dividends (Restated - Note 2) $ 81,000 1,831,000
Adjustment of value of common stock and
stock options issued for contract rights 62,000 526,000
Notes payable related to laser purchases 620,000
On September 1, 1998, the Company purchased all of the capital stock of RSR for
$468,000 and $2,141,000 in notes payable. In conjunction with the acquisition,
liabilities were assumed as follows:
Fair value of assets acquired $4,231,000
Cash paid for the capital stock (468,000)
----------
Liabilities assumed $3,763,000
==========
See notes to interim consolidated financial statements
7
8
LASER VISION CENTERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN
STOCKHOLDERS' EQUITY (UNAUDITED)
(Restated - Note 2)
Common Stock
$.01 Par Value
Warrants Total
Paid-in and Accumulated Shareholders'
Shares Amount Capital Options Deficit Equity
Balance-
April 30, 1998
(Restated - Note 2) 9,687,323 $97,000 $44,227,000 $1,261,000 ($32,007,000) $13,578,000
Exercise of
warrants and options 282,398 3,000 1,636,000 (136,000) 1,503,000
Deemed dividends
on convertible
preferred stock (81,000) (81,000)
Warrants and
Options issued 104,000 104,000
Shares issuable to
401(k) plan for
employees 5,311 59,000 59,000
Net income for the
six month period
ended October 31, 1998 1,290,000 1,290,000
--------- -------- ----------- ---------- ------------ -----------
Balance -
October 31, 1998
(Restated - Note 2) 9,975,032 $100,000 $45,841,000 $1,229,000 ($30,717,000) $16,453,000
========= ======== =========== ========== ============ ===========
See notes to interim consolidated financial statements
8
9
LASER VISION CENTERS, INC. AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 1998
(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, 1998 Annual Report on Form 10-K filed by Laser Vision Centers, Inc.
(the "Company") with the Securities and Exchange Commission. The unaudited
interim consolidated financial statements as of October 31, 1998 and October 31,
1997, and for the quarterly and six month periods then ended, 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. The October 31,
1997 six month consolidated statements of operations include certain
reclassifications to conform with classifications for the six month period ended
October 31, 1998.
The net income (loss) per share was computed using the weighted average number
of common shares outstanding during each period. Weighted average number of
common shares outstanding - diluted for the quarter and six month period ended
October 31, 1998 include the dilutive effects of warrants and options using the
treasury stock method. The income per common share for the six months ended
October 31, 1998 and for the quarter ended October 31, 1998, reflects $81,000
and $41,000, respectively, of deemed dividends on the Series B Convertible
Preferred Stock. The loss per common share for the six months ended October 31,
1997 and for the quarter ended October 31, 1997 reflects $1,831,000 and $66,000,
respectively, of deemed dividends on the Series B Convertible Preferred Stock.
2. In the course of a review of a Securities Act filing, the staff of the
Securities and Exchange Commission (the "Commission"), raised an issue
regarding the existence of a beneficial conversion feature embedded in the
Series B Convertible Preferred Stock ("Series B shares"), which should be
accounted for as a deemed dividend to the preferred shareholders. After
consideration, the Company concluded that a beneficial conversion feature does
exist and has quantified the amount as $3,667,000 at the issuance date. In
addition, based on review of the terms of the stock agreement, it has been
determined that the Series B shares have certain mandatory redemption features.
Although the Company believes that the likelihood of redemption occurring is
remote, the carrying value of the Series B shares is required to be presented
as temporary equity, which is outside of stockholders' equity.
The closing of the Series B Convertible Preferred Stock occurred on June 20,
1997 (the "Issuance Date") at an aggregate price of $6,000,000. The Company
issued 6,000 shares of preferred stock, having a stated value of $1,000 per
share, together with 100,000 warrants to purchase common stock at $9.39 per
share, and the right to an additional 100,000 warrants to purchase common stock
issuable on June 20, 1998, provided at least $2,000,000 of the preferred shares
remain outstanding at that date. Such additional warrants were issued in June
1998 in accordance with the terms of the agreement at an exercise price of
$17.85 per share. The Series B shares bear no dividends and are convertible at
any time. The warrants are exercisable immediately upon issuance.
The Series B shares are convertible into common stock at a conversion price,
which at the Issuance Date, is the lower of (a) 85% of the average of the daily
low sale price for the five consecutive trading days ending two days prior to
the conversion date, or $6.01 at the Issuance Date, and (b) $8.05. The number of
common shares into which the preferred stock is convertible is determined by
dividing the stated value of the preferred stock, increased on a daily basis at
a rate of 5% per annum, by the conversion price. As the Series B shares are
automatically convertible on June 20, 2002, the most beneficial conversion ratio
was determined to include the additional common shares attributable to the 5%
adjustment feature for the five-year period ending in 2002. After adjustment for
this additional benefit, the $6.01 conversion price is reduced to $4.81, the
most beneficial conversion price at the Issuance Date.
The Series B shares are subject to mandatory redemption requirements under
certain limited circumstances as defined in the preferred stock agreement. Those
circumstances include, a change in control of the Company in which more than 50%
of the voting power of the company is disposed of, the Company's failure to
maintain its common stock listing on the NASDAQ National Market or other
designated stock exchange, or the Series B shares ceasing to be convertible as a
result of the aggregate number of common shares then issuable upon conversion
equaling 19.99% of the outstanding common stock. Should the Series B shares
become redeemable, the redemption price would be the greater of (1) 118% of the
stated value of the preferred stock, increased on a daily basis since the
Issuance Date at a rate of 5% per annum, or (b) the number of shares issuable
upon conversion multiplied by the closing price of the common stock on such
conversion date.
The Company received $6,000,000 of proceeds, and paid offerings costs of
$513,000, resulting in net proceeds of $5,487,000 for the preferred shares and
warrants. In the April 30, 1998 financial statements, the Company ascribed
$6,000,000, the stated value, to the preferred stock, $362,000 to paid in
capital for the warrants and charged paid-in capital $875,000, to account for
the net proceeds received. The Company accounted for the 5% adjustment feature
as a deemed dividend by charging paid-in capital, as the Company had an
accumulated deficit, and increasing the carrying value of the preferred stock.
For the three and six-month periods ended October 31, 1998, the Company
recognized deemed dividends of $41,000 and $81,000, respectively, which were
determined based on the amount of the 5% adjustment feature realizable by the
Series B stockholder during the period.
The Company has restated its 1998 financial statements to account for the
beneficial conversion feature of the Series B shares. In determining the
accounting for the beneficial conversion feature, the Company first allocated
the net proceeds of $5,487,000 to the Series B shares and the warrants based on
their relative fair values at the Issuance Date, resulting in $5,242,000
assigned to the Series B shares and $245,000 assigned to the warrants as of
June 20, 1997. The Company then allocated $3,667,000 of the Series B shares net
proceeds to paid-in capital for the beneficial conversion feature resulting in
a reduction in the carrying value of the Series B shares to $1,575,000. The
beneficial conversion feature is being recognized as a deemed dividend to the
preferred shareholders over the minimum period in which the preferred
shareholders can realize that return. Because the Series B shares were
immediately convertible, a $1,732,000 deemed dividend as of the Issuance Date
has been recognized as a charge to paid-in capital and net loss applicable to
common stockholders, and a increase in the carrying value of the preferred
stock. As a result, the Company recognized deemed dividends of $81,000 and
$1,831,000 during the six month periods ended October 31, 1998 and 1997,
respectively. Through October 31, 1998, $2,011,000 of the beneficial conversion
feature has been recognized. The balance of the beneficial conversion feature
related to the outstanding Series B shares is being recognized through June
2002.
In addition, due to the mandatory redemption features noted above, the carrying
value of the Series B shares, which were previously presented as a component
of Stockholders' Equity, has been reclassified as temporary equity, outside of
Stockholders' Equity at October 31 and April 30, 1998.
The restatements of the Company's fiscal 1998 interim and annual financial
statements and the October 31, 1998 interim financial statements for the
matters described above had no effect on the Company's net loss, total assets
or total liabilities. In addition, the restatements had no effect on the
Company's Basic and Diluted income per share for the three and six month
periods ended October 31, 1998 or the Basic and Diluted loss per share for the
three month period ended October 31, 1997. The Company's redeemable equity and
total stockholders' equity at October 31 and April 30, 1998 and Basic and
Diluted loss per common share for the six month period ended October 31, 1997,
as previously reported and as restated, are as follows:
October 31, 1998 April 30, 1998
---------------- ---------------
(unaudited)
Redeemable Equity--previously reported $ -- $ --
Adjustment related to the presentation of the
Series B shares as redeemable 1,996,000 1,915,000
----------- -----------
As restated $ 1,996,000 $ 1,915,000
=========== ===========
Stockholders' Equity--previously reported $18,449,000 $15,493,000
Adjustment related to the presentation of the
Series B shares as redeemable (1,996,000) (1,915,000)
----------- -----------
As restated $16,453,000 $13,578,000
=========== ===========
For the Six Month Period
Ended October 31, 1997
(unaudited)
Basic and Diluted Net Loss per Common Share--previously reported ($0.31)
Adjustment related to the recognition of the
beneficial conversion feature as a deemed preferred dividend (0.20)
-------
As restated ($0.51)
=======
3. On September 1, 1998, the Company acquired all of the outstanding stock
of Refractive Surgical Resources, Inc. (RSR) for $468,000 in cash and $2.1
million in notes payable/future payments (of which $1.1 million is due within
one year). Richard L. Lindstom, M.D., one of the Company's outside directors
held a minority ownership position of less than 7% in RSR. RSR provides
microkeratome access and the related disposable blades used by ophthalmologists
during the LASIK procedure. This acquisition complements the Company's existing
refractive surgery business and is being integrated with the Company's existing
field operations. The acquisition was accounted for as a purchase and the
resulting goodwill will be amortized over 15 years. For the fiscal year ended
April 30, 1998, RSR revenues were $1.7 million and assets, which consisted
primarily of microkeratome equipment and current assets, were over $1.5 million.
9
10
4. No net tax provision was recognized for the period as it is anticipated
that any taxable income of the Company for the fiscal year will be offset by the
utilization of net operating loss carryforwards. The Company has recorded a
deferred tax asset, related primarily to net operating loss carryforwards, of
approximately $10 million with an offsetting valuation allowance at October 31,
1998. For purposes of recording deferred tax assets, no future taxable income is
assumed given the results of operations of the Company to date. The amount of
the valuation allowance could be reduced in the near term, including a later
quarter in fiscal 1999, if estimates of future taxable income are increased.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM 2.
Year 2000 Compliance
The Company is currently working to resolve the potential impact of the
Year 2000 on the processing of date-sensitive information by the Company's
computerized information systems. The Company's accounting and management
reporting system is Year 2000 compliant. The laser manufacturer of the
Company's lasers has advised the Company that the lasers will operate in the
year 2000 and that the manufacturer is working to ensure that all documentation
from the lasers' computers will be reported properly in the year 2000. If this
computer documentation is not available, the Company will prepare the necessary
information manually. The Company expects that any remaining costs for Year
2000 compliance will be less than $100,000 and that the majority of these
disbursements will be for equipment purchases and therefore will be capitalized
and depreciated. At this stage in the assessment process, the Company does not
believe that the Year 2000 issue will (1) pose significant operational problems
for its business or products or (2) have a material adverse impact in the
Company's financial position, results of operations or cash flows in future
periods. There can be no assurance that operating problems or expenses related
to the Year 2000 issue will not arise with the Company's computer systems and
software or that the Company's customers or suppliers will be able to resolve
their Year 2000 issues in a timely manner. Accordingly, the Company plans to
devote the necessary resources to resolve all significant Year 2000 issues in a
timely manner.
(A) LIQUIDITY AND CAPITAL RESOURCES
Since the completion of its initial public offering in April 1991, the Company's
primary sources of liquidity have consisted of financing from the sale of Common
Stock and Convertible Preferred Stock, revenues from laser access services and
marketing provided to ophthalmologists, loans and leases. At October 31, 1998,
the Company had $8,491,000 of cash and cash equivalents compared with $8,430,000
at April 30, 1998. At October 31, 1998, the Company had working capital of
$5,578,000 compared with working capital of $5,554,000 at April 30, 1998. The
ratio of current assets to current liabilities at October 31, 1998 was 1.49 to
one, compared to 1.64 to one at April 30, 1998.
Cash Flows from Operating Activities
Net cash provided by operating activities was $2,033,000 for the six months
ended October 31, 1998. Net cash used in operating activities was $1,330,000 for
the six months ended October 31, 1997. The cash flows provided by operating
activities during the quarter ended October 31, 1998 primarily
10
11
represent the net income in the period plus depreciation and amortization and a
net increase in current liabilities, less increases in accounts receivable and
prepaid expenses and other current assets. Net cash used in operating activities
during the six months ended October 31, 1997 primarily represent the net loss
incurred in this period less depreciation and amortization plus increases in
accounts receivable and prepaid expenses and other current assets partially
offset by increases in current liabilities.
Cash Flows from Investing Activities
Net cash used for investing activities was $1,997,000 and $2,567,000 during the
six months ended October 31, 1998 and 1997, respectively. Cash used for
investing during the six months ended October 31, 1998 was used to acquire
equipment for the expanding U.S. market and for the acquisition of RSR. Cash
used for investing during the six months ended October 31, 1997 was used to
acquire equipment for the expanding U.S. market.
Cash Flows from Financing Activities
Net cash provided by financing activities was $25,000 and $7,778,000 during the
six months ended October 31, 1998 and 1997, respectively. Cash provided by
financing during the six months ended October 31, 1998 was primarily provided
from the exercise of stock options and warrants offset by principal payments
under capitalized lease obligations and notes payable. Cash provided by
financing during the six months ended October 31, 1997 was primarily provided by
a private placement of preferred stock, proceeds from exercise of stock options
and warrants, and proceeds from loan financings, partially offset by principal
payments under capitalized lease obligations and notes payable.
The Company expects to continue to fund future operations from existing cash and
cash equivalents, revenues received from providing laser access and market
services, the exercise of stock options and warrants and future financing as
required. There can be no assurance that capital will be available when needed
or, if available, that the terms for obtaining such funds will be favorable to
the Company.
As discussed in Note 2, the Company has restated its financial statements to
account for the beneficial conversion feature and the mandatory redemption
features of its Series B Convertible Preferred Stock. The restatement resulted
in the recognition of an additional $1,732,000 deemed dividend at the Issuance
Date, which was reported as a charge to paid-in capital and net loss applicable
to common stockholders, and an increase in the carrying value of the Series B
shares. The recognition of the deemed dividend did not effect the cash flows of
the Company for the period, and subsequent recognition of additional deemed
dividends associated with the beneficial conversion feature will not effect the
Company's future cash flows. However, under certain limited circumstances, as
defined in the preferred stock agreement, the holders of the Series B shares
may be able to require the Company to redeem their shares for cash. While there
can be no assurance that those circumstances will not arise, the Company
believes the likelihood of redemption occurring is remote. Accordingly, the
redemption features of the Series B shares are not expected to adversely impact
the Company's cash flows or liquidity.
11
12
(B) RESULTS OF OPERATIONS
Three Month Period Six Month Period
Ended October 31, Ended October 31,
1998 1997 1998 1997
REVENUES
Domestic refractive $9,263,000 $4,308,000 $17,415,000 $7,300,000
International refractive 761,000 700,000 1,411,000 1,527,000
Marketing and training 378,000 216,000 686,000 494,000
----------- ---------- ----------- ----------
TOTAL REVENUE 10,402,000 5,224,000 19,512,000 9,321,000
Royalty fees and professional
medical services 3,481,000 1,873,000 6,906,000 3,237,000
----------- --------- ----------- ----------
REVENUES LESS ROYALTY FEES AND
PROFESSIONAL MEDICAL SERVICES,
"NET REVENUE CONTRIBUTION" $6,921,000 $3,351,000 $12,606,000 $6,084,000
========== ========== =========== ==========
GROSS PROFIT $3,655,000 $1,276,000 $6,521,000 $2,057,000
% of total revenue 35% 24% 33% 22%
% of net revenue contribution 53% 38% 52% 34%
INCOME (LOSS) FROM OPERATIONS $1,143,000 ($1,033,000) $1,643,000 ($2,383,000)
% of total revenue 11% (20%) 8% (26%)
% of net revenue contribution 17% (31%) 13% (39%)
NET INCOME (LOSS) $958,000 ($1,173,000) $1,290,000 ($2,710,000)
% of total revenue 9% (22%) 7% (29%)
% of net revenue contribution 14% (35%) 10% (45%)
QUARTER ENDED OCTOBER 31, 1998 COMPARED TO QUARTER ENDED OCTOBER 31, 1997
The Company has continued to provide excimer laser access to additional sites
throughout the U.S. In addition, the acquisition of RSR has enabled the company
to provide microkeratome access. RSR revenues for September and October 1998 are
included in domestic refractive revenues. The "net revenue contribution"
reflects the dollars available to cover fixed and discretionary costs after
excluding amounts which the Company collects for royalty fees and professional
medical services.
Revenues
Total revenues of $10,402,000 for the quarter ended October 31, 1998 increased
by $5,178,000 from $5,224,000 for the quarter ended October 31, 1997, or an
increase of 99%.
The increase is attributable to higher domestic refractive revenues of $5.0
million and $0.2 million increase in other revenues. The increase in domestic
revenues is attributable to the increased number of procedures performed on each
laser in the U.S., new lasers, and the RSR acquisition in September 1998.
12
13
Cost of Revenues/Gross Profit
Cost of revenues increased to $6,747,000 for the quarter ended October 31, 1998
from $3,948,000 for the quarter ended October 31, 1997. Royalty fees and
professional medical services increased to $3,481,000 from $1,873,000 in these
respective periods due to the increased number of U.S. procedures. Depreciation
in cost of revenue increased to $1,220,000 from $1,077,000 in these respective
periods due to the increased number of lasers and mobile equipment in the U.S.
partially offset by the elimination of amortization on a terminated management
services contract.
Other costs of revenues increased to $2,046,000 for the quarter ended October
31, 1998 from $998,000 for the quarter ended October 31, 1997 due to increased
costs of mobile laser operator salaries, travel and set-up related costs of
$582,000, increased medical supply costs of $172,000 primarily attributable to
the RSR acquisition, and an increase of $129,000 in laser and equipment
maintenance.
Total gross profit improved from $1,276,000 or 24% for the quarter ended October
31, 1997 to $3,655,000 or 35% for the quarter ended October 31, 1998. The
variable gross profit, excluding depreciation, increased to $4,875,000 from
$2,353,000, primarily due to increased procedures in the U.S. and the RSR
acquisition.
Operating Expenses
Selling, general and administrative expenses increased to $2,512,000 from
$2,309,000 for the quarters ended October 31, 1997 and 1998, respectively. The
increase is primarily attributable to an increase of $277,000 in salaries and
related expenses and an increase in general and administrative expenses of
$94,000 partially offset by a decrease of $179,000 in selling and marketing
expenses. Variable compensation earned by mobile laser technicians and certain
insurance costs are now reported in cost of revenues. During fiscal 1998, these
costs were recorded as operating expenses. As a % of total revenues, operating
expenses decreased from 44% to 24% for the quarters ended October 31, 1997 and
1998, respectively.
Other Income (Expenses)
Higher interest expense caused the $45,000 increase to a net $185,000 in other
expenses during the quarter ended October 31, 1998 from a net $140,000 in other
expenses during the quarter ended October 31, 1997.
SIX MONTHS ENDED OCTOBER 31, 1998 COMPARED TO SIX MONTHS ENDED OCTOBER 31, 1997
Revenues
Total revenues of $19,512,000 for the six months ended October 31, 1998
increased by $10,191,000 from $9,321,000 for the six months ended October 31,
1997, or an increase of 109%.
13
14
The increase is attributable to higher domestic refractive revenues of $10.1
million and a $0.1 million increase in other revenues. The increase in domestic
revenues is attributable to the increased number of procedures performed on each
laser in the U.S., new lasers, and the RSR acquisition in September 1998.
Cost of Revenues/Gross Profit
Cost of revenues increased to $12,991,000 for the six months ended October 31,
1998 from $7,264,000 for the six months ended October 31, 1997. Royalty fees and
medical services increased to $6,906,000 from $3,237,000 in these respective
periods due to the increased U.S. procedures. Depreciation in cost of revenue
increased to $2,353,000 from $2,122,000 in these respective periods due to the
increased lasers and mobile equipment in the U.S. partially offset by decreased
amortization of a management services contract which has been terminated.
Other costs of revenues increased to $3,732,000 for the six months ended October
31, 1998 from $1,905,000 for the six months ended October 31, 1997 due to
increased costs, including mobile laser operator salaries, travel and set-up
related costs of $1,153,000, increased medical supplies of $233,000 and
increased laser and equipment maintenance of $243,000.
Total gross profit improved from $2,057,000 or 22% for the six months ended
October 31, 1997 to $6,521,000 or 33% for the six months ended October 31, 1998.
The variable gross profit, excluding depreciation, increased to $8,874,000 from
$4,179,000, primarily due to increased laser procedures in the U.S. and the RSR
acquisition.
Operating Expenses
Selling, general and administrative expenses increased from $4,440,000 to
$4,878,000 for the six month periods ended October 31, 1997 and 1998,
respectively. The increase is primarily attributable to an increase of $694,000
in salaries and related expenses and an increase of $91,000 in general and
administrative expenses partially offset by a decrease of $340,000 in selling
and marketing expenses. As a % of total revenues, operating expenses decreased
from 48% to 25% for the six month periods ended October 31, 1997 and 1998,
respectively.
Other Income (Expenses)
Higher interest expense partially offset by higher interest income caused the
$26,000 increase to a net $353,000 in other expenses during the six months ended
October 31, 1998 from a net $327,000 in other expenses during the six months
ended October 31, 1997.
14
15
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, 1998, 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
None
Item 5. Other Information
None
Item 6. Reports on Form 8-K during the period covered by this report:
On September 11, 1998, the Company filed a Current Report on Form 8-K
regarding the acquisition by the Company of 100% of the stock of Refractive
Surgical Resources, Inc. and the naming of James Wachtman as President.
Exhibit 27 - Financial Data Schedule
Signature
---------
Pursuant to the requirement of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
LASER VISION CENTERS, INC.
\s\John J. Klobnak April 21, 1999
- ------------------------------------- -----------------
John J. Klobnak Date
Chairman of the Board and Chief Executive Officer
\s\B. Charles Bono, III April 21, 1999
- ------------------------------------- -----------------
B. Charles Bono Date
Chief Financial Officer and
Principal Accounting Officer
15