U.S.
SECURITIES AND EXCHANGE COMMISSION
 Washington,
DC  20549
 Form  10-Q
 (Mark
One)
 x
              QUARTERLY REPORT PURSUANT TO
      SECTION 13 OR 15(d) OFTHE
      SECURITIES EXCHANGE ACT  OF
1934.
 For the
quarterly period ended September 30, 2009.
 
  ̈
              TRANSITION REPORT PURSUANT TO
      SECTION 13 OR 15(d) OF
                THE
      SECURITIES EXCHANGE ACT.
 For the
transition period from __________ to __________
 
 Commission
file number 0-27610
 LCA-Vision
Inc.
 (Exact
name of registrant as specified in its charter)
 Delaware
                    11-2882328(State
      or other jurisdiction of
                    (IRS
      Employerincorporation
      or organization)
                    Identification
      No.)
 
 7840 Montgomery Road,
Cincinnati, Ohio  45236
 (Address
of principal executive offices)
 (513)
792-9292
 (Registrant's
telephone number, including area code)
 
 Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Sections 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
by check mark whether the registrant has submitted electronically and posted on
its corporate Website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
 
 Yes    ̈                             
No  ̈
 
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check one)
 
 Large
      accelerated filer   ̈
                Accelerated
      filer  xNon-accelerated
      filer   ̈
                Smaller
      reporting company   ̈
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange
Act).        Yes    ̈  No   x
 
 Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date: 18,614,300 shares as of October 23,
2009.
  
  LCA-Vision
Inc.
 TABLE
OF CONTENTS
 
 Part
      I.  Financial InformationItem
      1.
                        Financial
      StatementsCondensed
      Consolidated Balance Sheets (Unaudited)September
      30, 2009 and December 31, 2008
                        3Condensed
      Consolidated Statements of Operations (Unaudited)Three
      Months and Nine Months Ended September 30, 2009 and 2008
                        4Condensed
      Consolidated Statements of Cash Flows (Unaudited)Nine
      Months Ended September 30, 2009 and 2008
                        5Notes
      to Condensed Consolidated Financial Statements (Unaudited)
                        6Item
      2.
                        Management's
      Discussion and Analysis of Financial Condition andResults
      of Operations
                        18Item
      3.
                        Quantitative
      and Qualitative Disclosures About Market Risk
                        26Item
      4.
                        Controls
      and Procedures
                        26Part
      II.  Other InformationItem
      1.
                        Legal
      Proceedings
                        27Item
      1A.
                        Risk
      Factors
                        27Item
      2.
                        Unregistered
      Sales of Equity Securities and Use of Proceeds
                        27Item
      3.
                        Defaults
      Upon Senior Securities
                        27Item
      4.
                        Submission
      of Matters to a Vote of Security Holders
                        27Item
      5.
                        Other
      Information
                        27Item
      6.
                        Exhibits
                        27Signatures
                        28
  2
  PART
1.  FINANCIAL INFORMATION
 
 Item 1. Financial
Statements
 
 LCA-Vision
Inc.
 Condensed
Consolidated Balance Sheets
 (Dollars
in thousands)
 (Unaudited)
  September 30, 2009
                      
                      
                      December 31, 2008AssetsCurrent
      assetsCash
      and cash equivalents
                      
                      $
                      25,980
                      
                      
                      $
                      23,648Short-term
      investments
                      
                      
                      32,867
                      
                      
                      
                      32,687Patient
      receivables, net of allowance for doubtful accounts of $1,585 and
      $1,465
                      
                      
                      5,874
                      
                      
                      
                      9,678Other
      accounts receivable
                      
                      
                      2,433
                      
                      
                      
                      2,515Prepaid
      professional fees
                      
                      
                      660
                      
                      
                      
                      911Prepaid
      income taxes
                      
                      
                      6,910
                      
                      
                      
                      8,957Deferred
      tax assets
                      
                      
                      -
                      
                      
                      
                      4,708Deferred
      compensation plan assets
                      
                      
                      2,788
                      
                      
                      
                      -Prepaid
      expenses and other
                      
                      
                      6,112
                      
                      
                      
                      5,299Total
      current assets
                      
                      
                      83,624
                      
                      
                      
                      88,403Property
      and equipment
                      
                      
                      89,449
                      
                      
                      
                      121,734Accumulated
      depreciation and amortization
                      
                      
                      (59,892
                      )
                      
                      
                      (70,235
                      )Property
      and equipment, net
                      
                      
                      29,557
                      
                      
                      
                      51,499Long-term
      investments
                      
                      
                      3,217
                      
                      
                      
                      3,126Accounts
      receivables, net of allowance for doubtful accounts of $889 and
      $1,662
                      
                      
                      1,204
                      
                      
                      
                      2,645Deferred
      compensation plan assets
                      
                      
                      -
                      
                      
                      
                      2,196Deferred
      tax assets
                      
                      
                      -
                      
                      
                      
                      7,027Other
      assets
                      
                      
                      5,237
                      
                      
                      
                      2,586Total
      assets
                      
                      $
                      122,839
                      
                      
                      $
                      157,482Liabilities
      and Stockholders' InvestmentCurrent
      liabilitiesAccounts
      payable
                      
                      $
                      7,313
                      
                      
                      $
                      8,169Accrued
      liabilities and other
                      
                      
                      11,546
                      
                      
                      
                      8,608Deferred
      revenue
                      
                      
                      6,597
                      
                      
                      
                      9,107Deferred
      compensation liability
                      
                      
                      2,788
                      
                      
                      
                      -Debt
      and capital lease obligations maturing in one year
                      
                      
                      4,281
                      
                      
                      
                      6,985Total
      current liabilities
                      
                      
                      32,525
                      
                      
                      
                      32,869Long-term
      rent obligations
                      
                      
                      1,837
                      
                      
                      
                      1,820Long-term
      debt and capital lease obligations (less current portion)
                      
                      
                      10,509
                      
                      
                      
                      14,120Deferred
      compensation liability
                      
                      
                      -
                      
                      
                      
                      2,196Insurance
      reserve
                      
                      
                      9,366
                      
                      
                      
                      9,489Deferred
      license fee
                      
                      
                      4,768
                      
                      
                      
                      -Deferred
      revenue
                      
                      
                      9,233
                      
                      
                      
                      14,003Stockholders'
      investmentCommon
      stock ($0.001 par value; 25,248,377 and 25,199,734 shares
    and18,614,300
      and 18,552,985 shares issued and outstanding,
respectively)
                      
                      
                      25
                      
                      
                      
                      25Contributed
      capital
                      
                      
                      174,289
                      
                      
                      
                      174,206Common
      stock in treasury, at cost (6,634,077 shares and 6,646,749
      shares)
                      
                      
                      (114,668
                      )
                      
                      
                      (114,632
                      )Retained
      (deficit) earnings
                      
                      
                      (6,119
                      )
                      
                      
                      23,515Accumulated
      other comprehensive income (loss)
                      
                      
                      1,074
                      
                      
                      
                      (129
                      )Total
      stockholders' investment
                      
                      
                      54,601
                      
                      
                      
                      82,985Total
      liabilities and stockholders' investment
                      
                      $
                      122,839
                      
                      
                      $
                      157,482
 
 The
accompanying notes to the condensed consolidated financial statements are an
integral part of this statement.
  3
  LCA-Vision
Inc.
 Condensed
Consolidated Statements of Operations
 (Dollars
in thousands except per share data)
 (Unaudited)
 
 Three Months Ended September 30,
                      
                      
                      Nine Months Ended September 30,2009
                      
                      
                      2008
                      
                      
                      2009
                      
                      
                      2008Revenues
      - Laser refractive surgery
                      
                      $
                      27,646
                      
                      
                      $
                      37,397
                      
                      
                      $
                      107,248
                      
                      
                      $
                      171,147Operating
      costs and expensesMedical
      professional and license fees
                      
                      
                      5,887
                      
                      
                      
                      8,201
                      
                      
                      
                      23,649
                      
                      
                      
                      34,222Direct
      costs of services
                      
                      
                      15,206
                      
                      
                      
                      17,474
                      
                      
                      
                      50,291
                      
                      
                      
                      61,970General
      and administrative
                      
                      
                      3,706
                      
                      
                      
                      4,275
                      
                      
                      
                      12,575
                      
                      
                      
                      15,137Marketing
      and advertising
                      
                      
                      5,498
                      
                      
                      
                      8,294
                      
                      
                      
                      28,009
                      
                      
                      
                      43,744Depreciation
                      
                      
                      3,293
                      
                      
                      
                      4,508
                      
                      
                      
                      11,420
                      
                      
                      
                      13,375Consent
      revocation solicitation charges
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      804
                      
                      
                      
                      -Impairment
      charges
                      
                      
                      4,415
                      
                      
                      
                      -
                      
                      
                      
                      5,266
                      
                      
                      
                      -Restructuring
      charges
                      
                      
                      8
                      
                      
                      
                      806
                      
                      
                      
                      1,612
                      
                      
                      
                      1,339Operating
      (loss) income
                      
                      
                      (10,367
                      )
                      
                      
                      (6,161
                      )
                      
                      
                      (26,378
                      )
                      
                      
                      1,360Equity
      in earnings from unconsolidated businesses
                      
                      
                      54
                      
                      
                      
                      132
                      
                      
                      
                      128
                      
                      
                      
                      453Net
      investment income (loss)
                      
                      
                      609
                      
                      
                      
                      (724
                      )
                      
                      
                      1,065
                      
                      
                      
                      842Other
      income, net
                      
                      
                      52
                      
                      
                      
                      -
                      
                      
                      
                      73
                      
                      
                      
                      18(Loss)
      income before income taxes
                      
                      
                      (9,652
                      )
                      
                      
                      (6,753
                      )
                      
                      
                      (25,112
                      )
                      
                      
                      2,673Income
      tax expense (benefit)
                      
                      
                      10,251
                      
                      
                      
                      (2,036
                      )
                      
                      
                      4,522
                      
                      
                      
                      1,088Net
      (loss) income
                      
                      $
                      (19,903
                      )
                      
                      $
                      (4,717
                      )
                      
                      $
                      (29,634
                      )
                      
                      $
                      1,585(Loss)
      earnings per common shareBasic
                      
                      $
                      (1.07
                      )
                      
                      $
                      (0.25
                      )
                      
                      $
                      (1.59
                      )
                      
                      $
                      0.09Diluted
                      
                      $
                      (1.07
                      )
                      
                      $
                      (0.25
                      )
                      
                      $
                      (1.59
                      )
                      
                      $
                      0.09Dividends
      declared per share
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      0.24Weighted
      average shares outstandingBasic
                      
                      
                      18,608
                      
                      
                      
                      18,537
                      
                      
                      
                      18,587
                      
                      
                      
                      18,519Diluted
                      
                      
                      18,608
                      
                      
                      
                      18,537
                      
                      
                      
                      18,587
                      
                      
                      
                      18,572
 
 The
accompanying notes to the condensed consolidated financial statements are an
integral part of this statement.
 
  4
  LCA-Vision
Inc.
 Condensed
Consolidated Statements of Cash Flows
 (Dollars
in thousands)
 (Unaudited)
 
 Nine Months Ended September 30,2009
                  
                  
                  2008Cash
      flow from operating activitiesNet
      (loss) income
                  
                  $
                  (29,634
                  )
                  
                  $
                  1,585Adjustments
      to reconcile net income to net cash provided by operating
      activities:Depreciation
                  
                  
                  11,420
                  
                  
                  
                  13,375Provision
      for loss on doubtful accounts
                  
                  
                  2,771
                  
                  
                  
                  4,303Loss
      on investments
                  
                  
                  365
                  
                  
                  
                  1,074Non-cash
      fixed asset impairment and restructuring charges
                  
                  
                  6,215
                  
                  
                  
                  -Deferred
      income taxes
                  
                  
                  11,072
                  
                  
                  
                  (50
                  )Stock
      based compensation
                  
                  
                  607
                  
                  
                  
                  966Insurance
      reserve
                  
                  
                  (123
                  )
                  
                  
                  1,196Equity
      in earnings of unconsolidated affiliates
                  
                  
                  (128
                  )
                  
                  
                  (453
                  )Changes
      in operating assets and liabilitiesPatient
      receivables
                  
                  
                  2,474
                  
                  
                  
                  (1,491
                  )Other
      accounts receivable
                  
                  
                  82
                  
                  
                  
                  3,681Prepaid
      income taxes
                  
                  
                  2,047
                  
                  
                  
                  3,511Prepaid
      expenses and other
                  
                  
                  243
                  
                  
                  
                  (162
                  )Accounts
      payable
                  
                  
                  (856
                  )
                  
                  
                  (2,319
                  )Deferred
      revenue, net of professional fees
                  
                  
                  (6,552
                  )
                  
                  
                  (13,454
                  )Income
      taxes payable
                  
                  
                  33
                  
                  
                  
                  666Accrued
      liabilities and other
                  
                  
                  7,757
                  
                  
                  
                  (3,123
                  )Net
      cash provided by operations
                  
                  $
                  7,793
                  
                  
                  $
                  9,305Cash
      flow from investing activitiesPurchases
      of property and equipment
                  
                  
                  (182
                  )
                  
                  
                  (13,597
                  )Purchases
      of investment securities
                  
                  
                  (242,429
                  )
                  
                  
                  (297,128
                  )Proceeds
      from sale of investment securities
                  
                  
                  242,904
                  
                  
                  
                  297,433Other,
      net
                  
                  
                  579
                  
                  
                  
                  645Net
      cash provided by (used in) investing activities
                  
                  $
                  872
                  
                  
                  $
                  (12,647
                  )Cash
      flow from financing activitiesPrincipal
      payments of debt and capital lease obligations
                  
                  
                  (6,315
                  )
                  
                  
                  (4,328
                  )Proceeds
      from debt
                  
                  
                  -
                  
                  
                  
                  19,184Shares
      repurchased for treasury stock
                  
                  
                  (36
                  )
                  
                  
                  (205
                  )Exercise
      of stock options
                  
                  
                  18
                  
                  
                  
                  193Dividends
      paid to stockholders
                  
                  
                  -
                  
                  
                  
                  (4,447
                  )Net
      cash (used in) provided by financing activities
                  
                  $
                  (6,333
                  )
                  
                  $
                  10,397Increase
      in cash and cash equivalents
                  
                  
                  2,332
                  
                  
                  
                  7,055Cash
      and cash equivalents at beginning of period
                  
                  
                  23,648
                  
                  
                  
                  17,614Cash
      and cash equivalents at end of period
                  
                  $
                  25,980
                  
                  
                  $
                  24,669
 
 The
accompanying notes to the consolidated condensed financial statements are an
integral part of this statement.
  5
  LCA-Vision
Inc.
 Notes to
Condensed Consolidated Financial Statements (Unaudited)
 
 1.  Description
of Business and Accounting Policies
 
 Description
of Business
 We are a
provider of fixed-site laser visioncorrection services at
our LasikPlus® vision
centers.  Our vision centers provide the staff, facilities, equipment
and support services for performing laser vision correction procedures that
employ advanced laser technologies to help correct nearsightedness,
farsightedness and astigmatism.  We currently use two suppliers for
fixed-site excimer lasers:  Abbott Medical Optics (AMO) and
Alcon.  During the first three quarters of this year, we migrated from
three to two suppliers of excimer lasers.  Our vision centers are
supported by independent, board-certified ophthalmologists and credentialed
optometrists, as well as other healthcare professionals.  The
ophthalmologists perform the laser vision correction procedures in our vision
centers, and ophthalmologists or optometrists conduct pre-procedure evaluations
and post-operative follow-ups in-center.  Most of our patients
currently receive a procedure called LASIK, which we began performing in the
United States in 1997.
 
 As of
September 30, 2009, we had 71 LasikPlus fixed-site laser vision
correction centers in the United States and a joint venture in
Canada.   We have decided to close 10 underperforming vision
centers by the end of 2009.  We operate in only one business
segment.
 
 Basis
of Presentation
 Our
Condensed Consolidated Financial Statements have been prepared pursuant to the
rules and regulations of the Securities and Exchange Commission (SEC) and, in
the opinion of management, include all adjustments necessary for a fair
presentation of our financial position, results of operations, and cash flows
for each period presented.  The adjustments referred to above are of a
normal and recurring nature unless otherwise disclosed
herein.  Certain information and footnote disclosures normally
included in financial statements prepared in accordance with accounting
principles generally accepted in the United States have been condensed or
omitted pursuant to SEC rules and regulations.
 
 We
derived the Condensed Consolidated Balance Sheet as of December 31, 2008 from
audited financial statements, but did not include all disclosures required by U.
S. generally accepted accounting principles (U.S. GAAP).  These
Condensed Consolidated Financial Statements should be read in conjunction with
our 2008 Annual Report on Form 10-K.  Operating results for the three
and nine month periods ended September 30, 2009 are not necessarily indicative
of the results expected in the subsequent quarter or for the year ending
December 31, 2009.
 
 Use
of Estimates
 The
preparation of our Condensed Consolidated Financial Statements in conformity
with U.S. generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets,
liabilities, revenues and expenses, and the disclosure of contingent assets and
liabilities.  Significant items that are subject to such estimates and
assumptions include investments, patient financing receivables and reserves,
insurance reserves, income taxes and enhancement accruals.  Although
management bases its estimates on historical experience and various other
assumptions that are believed to be reasonable under the circumstances, actual
results could differ significantly from the estimates under different
assumptions or conditions.
  6
  LCA-Vision
Inc.
 Notes to
Condensed Consolidated Financial Statements (Unaudited)
 
 Income
Taxes
 We are
subject to income taxes in the United States and Canada.  Significant
judgment is required in determining our provision for income taxes and the
related assets and liabilities.  The provision for income taxes includes
income taxes paid, currently payable or receivable, and those
deferred.   We determine deferred tax assets and liabilities based on
differences between the financial reporting and tax basis of assets and
liabilities, and we measure them using enacted tax rates and laws that are
expected to be in effect when the differences reverse.  We recognize
the effect on deferred taxes of changes in tax rates in the period in which the
tax rate change is enacted.  We are required to reduce the carrying
amounts of deferred tax assets by a valuation allowance when, based on the
available evidence, it is more likely than not that such assets will not be
realized.
 
 Reclassifications
 We have
reclassified certain prior-period amounts in the Condensed Consolidated
Financial Statements to conform to current period presentation.  The
reclassifications included approximately $850,000 from restructuring charges for
the six months ended June 30, 2009 to impairment charges for the nine months
ended September 30, 2009.
 
 New
Accounting Pronouncements
 In June
2009, the Financial Accounting Standards Board (FASB) confirmed the “FASB
Accounting Standards Codification” (ASC) as the single source of authoritative
nongovernmental U.S. GAAP. The ASC does not change current U.S. GAAP, but
instead simplifies user access to all authoritative U.S. GAAP by providing all
the authoritative literature related to a particular topic in one place. All
existing accounting standard documents have been superseded and all other
accounting literature not included in the ASC is considered nonauthoritative. We
adopted the ASC as of July 1, 2009, which did not have an impact on our
financial position, results of operations, or cash flows at September 30,
2009.
 
 Subsequent
Events
 We
evaluated all events or transactions that occurred after September 30, 2009
through October 27, 2009, the date we issued these Condensed Consolidated
Financial Statements. During this period, we did not have any material
recognizable subsequent events.  See Note 13 for a discussion of
non-recognizable subsequent events.
 
 2.  Investments
 
 Management
determines the appropriate classification of securities at the time of purchase
and reevaluates such designation as of each balance sheet
date.  Currently, we classify all securities as
available-for-sale.  We carry available-for-sale securities at fair
value, with temporary unrealized gains and losses, net of tax, reported in
accumulated other comprehensive income (loss), a component of stockholders’
investment.  The amortized cost of debt securities in this category
reflects amortization of premiums and accretion of discounts to maturity
computed under the effective interest method.  We include this
amortization in the caption “Net investment income” within the Condensed
Consolidated Statement of Operations.  We also include in net
investment income realized gains and losses and declines in value determined to
be other-than-temporary.  We base the cost of securities sold upon the
specific identification method.  We include interest and dividends on
securities classified as available-for-sale in net investment
income.
  7
  LCA-Vision
Inc.
 Notes to
Condensed Consolidated Financial Statements (Unaudited)
 
 We have
classified certain of our investments in auction rate securities as non-current
assets within the accompanying Condensed Consolidated Balance Sheets at
September 30, 2009 and December 31, 2008.  Short-term and long-term
investments, designated as available-for-sale, consist of the following (dollars
in thousands):
 
 September 30,
                    
                    
                    December 31,2009
                    
                    
                    2008Short-term
      investments:Corporate
      obligations
                    
                    $
                    19,958
                    
                    
                    $
                    20,971U.S.
      governmental notes and agencies
                    
                    
                    3,084
                    
                    
                    
                    1,400Municipal
      securities
                    
                    
                    7,591
                    
                    
                    
                    7,982Equities
                    
                    
                    2,234
                    
                    
                    
                    1,784Auction
      rate municipal debt
                    
                    
                    -
                    
                    
                    
                    550Total
      short-term investments
                    
                    
                    32,867
                    
                    
                    
                    32,687Long-term
      investments:Auction
      rate municipal debt
                    
                    
                    1,134
                    
                    
                    
                    1,357Auction
      rate preferred securities
                    
                    
                    1,078
                    
                    
                    
                    1,093Auction
      rate securities - credit default swaps
                    
                    
                    1,005
                    
                    
                    
                    676Total
      long-term investments
                    
                    
                    3,217
                    
                    
                    
                    3,126Total
      investments
                    
                    $
                    36,084
                    
                    
                    $
                    35,813
 
 The
following table shows the net carrying value (amortized cost) and estimated fair
value of debt and equity securities at September 30, 2009 by contractual
maturity (dollars in thousands).  Expected maturities may differ from
contractual maturities because the issuers of the securities may have the right
or obligation to prepay obligations without prepayment penalties.
 
 Amortized
                      Cost
                    
                    
                    Estimated
                      FairValueDue
      in one year or less
                    
                    $
                    23,042
                    
                    
                    $
                    23,042Due
      after one year through three years
                    
                    
                    7,489
                    
                    
                    
                    7,591Due
      after three years
                    
                    
                    2,793
                    
                    
                    
                    3,217Total
      debt securities
                    
                    
                    33,324
                    
                    
                    
                    33,850Equities
                    
                    
                    1,474
                    
                    
                    
                    2,234Total
      investments
                    
                    $
                    34,798
                    
                    
                    $
                    36,084
  8
  LCA-Vision
Inc.
 Notes to
Condensed Consolidated Financial Statements (Unaudited)
 
 The
following table summarizes unrealized gains and losses related to our
investments designated as available-for-sale (dollars in
thousands):
 
 September 30, 2009Adjusted
                      Cost
                    
                    
                    Gross
                      Unrealized
                      Gains
                    
                    
                    Gross
                      Unrealized
                      Losses
                    
                    
                    FairValueCorporate
      obligations
                    
                    $
                    19,958
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    19,958U.
      S. government notes and agencies
                    
                    
                    3,084
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    3,084Municipal
      securities
                    
                    
                    7,489
                    
                    
                    
                    102
                    
                    
                    
                    -
                    
                    
                    
                    7,591Equities
                    
                    
                    1,474
                    
                    
                    
                    760
                    
                    
                    
                    -
                    
                    
                    
                    2,234Auction
      rate municipal securities
                    
                    
                    1,075
                    
                    
                    
                    59
                    
                    
                    
                    -
                    
                    
                    
                    1,134Auction
      rate preferred securities
                    
                    
                    1,043
                    
                    
                    
                    35
                    
                    
                    
                    -
                    
                    
                    
                    1,078Auction
      rate securities - credit default swaps
                    
                    
                    675
                    
                    
                    
                    330
                    
                    
                    
                    -
                    
                    
                    
                    1,005Total
      investments
                    
                    $
                    34,798
                    
                    
                    $
                    1,286
                    
                    
                    $
                    -
                    
                    
                    $
                    36,084
 
 December 31, 2008Adjusted
                      Cost
                    
                    
                    Gross
                      Unrealized
                      Gains
                    
                    
                    Gross
                      Unrealized
                      Losses
                    
                    
                    FairValueCorporate
      obligations
                    
                    $
                    20,971
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    20,971U.
      S. government notes and agencies
                    
                    
                    1,400
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    1,400Municipal
      securities
                    
                    
                    7,885
                    
                    
                    
                    97
                    
                    
                    
                    -
                    
                    
                    
                    7,982Equities
                    
                    
                    1,784
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    1,784Auction
      rate municipal securities
                    
                    
                    1,907
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    1,907Auction
      rate preferred securities
                    
                    
                    1,093
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    1,093Auction
      rate securities - credit default swaps
                    
                    
                    676
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    676Total
      investments
                    
                    $
                    35,716
                    
                    
                    $
                    97
                    
                    
                    $
                    -
                    
                    
                    $
                    35,813
 
 We
realized gains of $41,000 and $47,000 on the sale of marketable securities for
the three and nine months ended September 30, 2009, respectively.
 
 An
other-than-temporary impairment must be recognized through earnings if an
investor has the intent to sell the debt security or if it is more likely than
not that the investor will be required to sell the debt security before recovery
of its amortized cost basis.  However, even if an investor does not
expect to sell a debt security, it must evaluate expected cash flows to be
received and determine if a credit loss has occurred.  In the event of
a credit loss, only the amount associated with the credit loss is recognized in
income.  The amount of loss relating to other factors is recorded in
accumulated other comprehensive income (loss).  We did not recognize
any other-than-temporary impairments during the three months ended September 30,
2009.  We recognized $29,000 and $336,000, before tax, in
other-than-temporary impairments to certain of our auction rate securities and
equities, respectively, during the nine months ended September 30,
2009.
 
 We did
not recognize any unrealized losses in accumulated other comprehensive income
(loss) during the three and nine months ended September 30, 2009.  We
recognized $1,074,000, before tax, in other-than-temporary impairments to
certain of our auction rate securities during the three and nine months ended
September 30, 2008.
 
 Equities
 Given the
duration and extent of the decline in fair values associated with our equity
securities (comprised primarily of various equity mutual funds), we recognized
an other-than-temporary impairment of $336,000, before tax, during the nine
months ended September 30, 2009.  There were no declines in the fair
value of our equity securities during the three months ended September 30, 2009
or the three and nine-month periods ended September 30, 2008.
  9
  LCA-Vision
Inc.
 Notes to
Condensed Consolidated Financial Statements (Unaudited)
 
 Auction
Rate Securities
 At
September 30, 2009 and December 31, 2008, we held $4,725,000 and $5,625,000 par
value, respectively, of various auction rate securities.  The assets
underlying the auction rate instruments are primarily municipal bonds, preferred
closed end funds, and credit default swaps.  Historically, these
securities had provided liquidity through a Dutch auction process that reset the
applicable interest rate at pre-determined intervals every 7 to 28 days.
However, these auctions began to fail in the first quarter of 2008. Since these
auctions have failed, we have realized higher interest rates for many of these
auction rate securities than we would have otherwise. Although we have been
receiving interest payments at these rates, the related principal amounts will
not be accessible until a successful auction occurs, a buyer is found outside of
the auction process, the issuer calls the security, or the security matures
according to its contractual terms. Maturity dates for our auction rate
securities range from 2016 to 2036.  We redeemed auction rate
municipal securities at par values of $550,000 in January 2009, $50,000 in June
2009, and $300,000 in July 2009.
 
 At
September 30, 2009, there was insufficient observable auction rate market
information available to determine the fair value of our auction rate security
investments. Therefore, we estimated fair value using a trinomial discount model
employing assumptions that market participants would use in their estimates of
fair value. Certain of these assumptions included financial standing of the
issuer, final stated maturities, estimates of the probability of the issue being
called prior to final maturity, estimates of the probability of defaults and
recoveries, expected changes in interest rates paid on the securities, interest
rates paid on similar instruments, and an estimated illiquidity discount due to
extended redemption periods.
 
 Two of
the six auction rate securities held within our investment portfolio at
September 30, 2009, with a combined par value of $2,250,000 were designed to
serve as vehicles for credit default swaps. The disruptions in the credit and
financial markets are having a significant adverse impact on the credit default
swap market, with spreads increasing sharply on investment grade entities due to
the demand to protect against counterparty risk. Some defaults have occurred in
the financial sector. Due to increased risk of default, it is probable that all
amounts due (principal and interest) will not be collected according to these
instruments’ contractual terms. Accordingly, we recognized an
other-than-temporary impairment of $1,575,000 for these two auction rate
security investments in 2008 to record the investments at fair value and
establish a new combined cost basis of $675,000 at December 31, 2008. As of
September 30, 2009, the fair value of these two instruments was $1,005,000,
resulting in a net unrealized gain of $198,000, net of tax, recorded in
accumulated other comprehensive income (loss).  The increase in fair
value at September 30, 2009, as compared to December 31, 2008, was attributable
primarily to increased LIBOR forward rates relative to longer-term Treasury
yields.
 
 Four of
the six auction rate securities held within our investment portfolio, consisting
of municipal bonds and preferred securities, had a combined par value of
$2,475,000 and a combined fair value of $2,212,000 at September 30,
2009.  As of December 31, 2008, these securities had a combined par
value of $2,825,000 with a combined fair value of $2,450,000.  Based
primarily on the period of time and the extent of the impairment, we recorded an
other-than-temporary impairment of $375,000 and $29,000, before tax, in the
Condensed Consolidated Statement of Operations in the three-month periods ended
December 31, 2008 and March 31, 2009, respectively.  We did not
recognize any other-than-temporary impairments in the second or third quarters
of 2009.  As of September 30, 2009, the fair value of our auction rate
municipal and preferred securities has increased, resulting in a net unrealized
gain of $56,000, net of tax, reported in accumulated other comprehensive income
(loss).
 
 As a
result of the failed auctions, our auction rate instruments are not currently
liquid. Due to the continuation of the unstable credit environment, we believe
the recovery period for our auction rate instruments will exceed 12 months.
Accordingly, we have classified the fair value of the auction rate instruments
that have not been redeemed prior to October 27, 2009, as long-term. At
September 30, 2009, the fair value and par value of our long-term auction rate
instruments were $3,217,000 and $4,725,000, respectively.
  10
  LCA-Vision
Inc.
 Notes to
Condensed Consolidated Financial Statements (Unaudited)
 
 3.  Fair
Values of Financial Instruments
 
 ASC 820
defines fair value as the exchange price that would be received for an asset or
paid to transfer a liability (an exit price) in the principal or most
advantageous market for the asset and liability in an orderly transaction
between market participants at the measurement date.  ASC 820
establishes a three-tier value hierarchy, which prioritizes the inputs used in
the valuation methodologies in measuring fair value:
 
 Level
      Input:
              
              Input
      Definition:Level
      1
              
              Inputs
      are unadjusted, quoted prices for identical assets or liabilities in
      active markets at the measurement date.Level
      2
              
              Inputs
      other than quoted prices included in Level I that are observable for the
      asset or liability through corroboration with market data at the
      measurement date.Level
      3
              
              Unobservable
      inputs that reflect management’s best estimate of what market participants
      would use in pricing the asset or liability at the measurement
      date.
 
 The fair
value hierarchy requires an entity to maximize the use of observable inputs and
minimize the use of unobservable inputs when measuring fair value.
 
 The
following tables summarize fair value measurements by level at
September 30, 2009 and December 31, 2008 for assets and liabilities
measured at fair value on a recurring basis (dollars in thousands):
 
 Fair Value Measurements as of September 30, 2009 UsingQuoted Prices in
                      
                      
                      
                      
                      
                      SignificantActive Markets for
                      
                      
                      Significant Other
                      
                      
                      UnobservableIdentical Assets
                      
                      
                      Observable Inputs
                      
                      
                      InputsDescription
                      
                      (Level 1)
                      
                      
                      (Level 2)
                      
                      
                      (Level 3)
                      
                      
                      TotalAssets:Available-for-sale
      securities
                      
                      $
                      2,234
                      
                      
                      $
                      30,633
                      
                      
                      $
                      3,217
                      
                      
                      $
                      36,084Deferred
      compensation plan assets
                      
                      
                      2,788
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      2,788Total
                      
                      $
                      5,022
                      
                      
                      $
                      30,633
                      
                      
                      $
                      3,217
                      
                      
                      $
                      38,872Liabilities:Deferred
      compensation plan liabilities
                      
                      $
                      2,788
                      
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      2,788
 
 Fair Value Measurements as of December 31, 2008 UsingQuoted Prices in
                      
                      
                      
                      
                      
                      SignificantActive Markets for
                      
                      
                      Significant Other
                      
                      
                      UnobservableIdentical Assets
                      
                      
                      Observable Inputs
                      
                      
                      InputsDescription
                      
                      (Level 1)
                      
                      
                      (Level 2)
                      
                      
                      (Level 3)
                      
                      
                      TotalAssets:Available-for-sale
      securities
                      
                      $
                      1,784
                      
                      
                      $
                      30,903
                      
                      
                      $
                      3,126
                      
                      
                      $
                      35,813Deferred
      compensation plan assets
                      
                      
                      2,196
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      2,196Total
                      
                      $
                      3,980
                      
                      
                      $
                      30,903
                      
                      
                      $
                      3,126
                      
                      
                      $
                      38,009Liabilities:Deferred
      compensation plan liabilities
                      
                      $
                      2,196
                      
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      2,196
  11
  LCA-Vision
Inc.
 Notes to
Condensed Consolidated Financial Statements (Unaudited)
 
 We base
the fair values of some investment securities included within our investment
portfolio on quoted market prices from various stock and bond
exchanges.  We classify certain of our debt securities at fair value
utilizing Level 2 inputs.  For these securities, we measure fair value
using observable market data that includes dealer quotes, live trading levels,
trade execution data, credit information and the bond’s terms and
conditions.  We classify the fair values of our auction rate
instruments in Level 3 because they are valued using a trinomial discount model
(see Investments, Note 2).  We maintain a self-directed deferred
compensation plan structured as a rabbi trust for certain highly compensated
individuals.  We value the investment assets of the rabbi trust using
quoted market prices.  The related deferred compensation liability
represents the fair value of the participants’ investment elections, determined
using quoted market prices.  In 2009, our Compensation Committee
approved terminating the deferred compensation plan as of December 31,
2009.  Distributions will be made to all participants by January
2010.
 
 For
assets measured at fair value using significant unobservable inputs (Level 3)
during the period, a reconciliation of beginning and ending balances for each
major category is set forth in the table below (dollars in
thousands):
 
 Fair
Value Measurements Using Significant Unobservable Inputs (Level 3)
  For the Three Months Ended
                  
                  
                  For the Nine Months EndedSeptember 30, 2009
                  
                  
                  September 30, 2009Balance
      at beginning of period
                  
                  $
                  3,108
                  
                  
                  $
                  3,126Assets
      acquired
                  
                  
                  -
                  
                  
                  
                  -Assets
      sold
                  
                  
                  -
                  
                  
                  
                  (44
                  )Transfers
      out of Level 3
                  
                  
                  -
                  
                  
                  
                  (258
                  )Gains
      included in other comprehensive income (loss)
                  
                  
                  109
                  
                  
                  
                  422Losses
      included in earnings
                  
                  
                  -
                  
                  
                  
                  (29
                  )Balance
      as of September 30, 2009
                  
                  $
                  3,217
                  
                  
                  $
                  3,217
 
 Fair
Value Measurements Using Significant Unobservable Inputs (Level 3)
 
 For the Three Months Ended
                  
                  
                  For the Nine Months EndedSeptember 30, 2008
                  
                  
                  September 30, 2008Balance
      at beginning of period
                  
                  $
                  5,727
                  
                  
                  $
                  17,725Assets
      acquired
                  
                  
                  -
                  
                  
                  
                  2,150Assets
      sold
                  
                  
                  -
                  
                  
                  
                  (12,275
                  )Transfers
      out of Level 3
                  
                  
                  (500
                  )
                  
                  
                  (1,900
                  )Gains
      included in other comprehensive income (loss)
                  
                  
                  (1,074
                  )
                  
                  
                  (1,074
                  )Losses
      included in earnings
                  
                  
                  253
                  
                  
                  
                  (220
                  )Balance
      as of September 30, 2008
                  
                  $
                  4,406
                  
                  
                  $
                  4,406
  12
  LCA-Vision
Inc.
 Notes to
Condensed Consolidated Financial Statements (Unaudited)
 
 4.  Income
Taxes
 
 The
following table summarizes the components of the income tax (benefit) provision
for the three and nine months ended September 30, 2009 and 2008 (dollars in
thousands):
 
 Three Months Ended
                  
                  
                  Nine Months EndedSeptember 30,
                  
                  
                  September 30,2009
                  
                  
                  2008
                  
                  
                  2009
                  
                  
                  2008Federal
      income tax (benefit) expense
                  
                  $
                  (3,663
                  )
                  
                  $
                  (1,559
                  )
                  
                  $
                  (8,523
                  )
                  
                  $
                  874State
      income tax expense (benefit), net of federal benefit
                  
                  
                  430
                  
                  
                  
                  (477
                  )
                  
                  
                  (439
                  )
                  
                  
                  214Income
      tax (benefit) expense
                  
                  $
                  (3,233
                  )
                  
                  $
                  (2,036
                  )
                  
                  $
                  (8,962
                  )
                  
                  $
                  1,088Valuation
      allowance
                  
                  
                  13,484
                  
                  
                  
                  -
                  
                  
                  
                  13,484
                  
                  
                  
                  -Net
      income tax expense (benefit)
                  
                  $
                  10,251
                  
                  
                  $
                  (2,036
                  )
                  
                  $
                  4,522
                  
                  
                  $
                  1,088Effective
      income tax rate
                  
                  
                  (106.2
                  )%
                  
                  
                  30.2
                  %
                  
                  
                  (18.0
                  )%
                  
                  
                  40.7
                  %
 
 Our
effective tax rate for the three and nine-month periods ended September 30, 2009
was significantly impacted by the recognition of a full valuation allowance
against all of our deferred tax assets, net of deferred tax liabilities, during
the quarter ended September 30, 2009.
 
 U.S. GAAP
requires a company to establish a valuation allowance for deferred tax assets
when it is more likely than not that the deferred tax asset will not be
realized.  Deferred tax assets may be realized through future
reversals of existing taxable temporary differences, future taxable income,
taxable income in prior carryback year(s) if carryback is permitted, and tax
planning strategies.
 
 We
considered all positive and negative evidence in weighing whether or not the
deferred tax assets are more likely than not to be realized, including the
current economic conditions and our recently completed projections of
income.  After considering all of the evidence, we believe that it is
probable that we will be in a three-year cumulative loss position some time
during 2010 and that reliance on future projections of income is no longer
sufficient to support realization of our deferred tax
assets.  Accordingly, during the third quarter of 2009, we have
established a valuation allowance against all of our deferred tax assets, net of
deferred tax liabilities in the amount of $13,484,000.
 
 Our
effective tax rate varied from the statutory enacted tax rates, for the three
months ended September 30, 2008, primarily because permanent differences
constituted a larger percentage of our overall taxable income and we recorded a
valuation allowance related to a deferred tax asset in connection with our
permanent impairment of auction rate securities.
 
 We have
recorded a tax refund receivable related to the tax benefit of those federal and
state net operating losses generated through September 30, 2009 where we can
carryback the net operating loss to a prior tax year and realize the tax
benefits.
 
 During
the three and nine months ended September 30, 2009, there were no significant
changes to the liability for unrecognized tax benefits or potential interest and
penalties recorded as a component of income tax.  The total amount of
unrecognized tax benefits at September 30, 2009 and December 31, 2008 was
approximately $575,000 and $441,000, respectively.  It is reasonably
possible that the amount of the total unrecognized tax benefits may change in
the next twelve months.  However, we do not believe that any
anticipated change will be material to the Condensed Consolidated Financial
Statements.  The Internal Revenue Service recently began an audit of
our 2008 tax year.  Based on the early status of the audit and the
protocol of finalizing audits by the relevant authorities, it is not possible to
estimate the impact of the changes, if any, to previously recorded unrecognized
tax benefits.
  13
  LCA-Vision
Inc.
 Notes to
Condensed Consolidated Financial Statements (Unaudited)
 
 5.  Earnings
per Common Share
 
 We
calculate basic earnings per common share (EPS) using the weighted average
number of common shares outstanding during the period.  Diluted EPS
reflects the potential dilution that would occur if common stock equivalents
were exercised or converted to common stock but only to the extent that they are
considered dilutive to our earnings.  The following table is a
reconciliation of basic and diluted EPS for the following periods (dollars in
thousands, except per share amounts):
 
 Three Months Ended
                        
                        
                        Nine Months EndedSeptember 30,
                        
                        
                        September 30,2009
                        
                        
                        2008
                        
                        
                        2009
                        
                        
                        2008Basic (Loss) EarningsNet
      (loss) income
                        
                        $
                        (19,903
                        )
                        
                        $
                        (4,717
                        )
                        
                        $
                        (29,634
                        )
                        
                        $
                        1,585Weighted
      average shares outstanding
                        
                        
                        18,608
                        
                        
                        
                        18,537
                        
                        
                        
                        18,587
                        
                        
                        
                        18,519Basic
      (loss) earnings per share
                        
                        $
                        (1.07
                        )
                        
                        $
                        (0.25
                        )
                        
                        $
                        (1.59
                        )
                        
                        $
                        0.09Diluted (Loss) EarningsNet
      (loss) income
                        
                        $
                        (19,903
                        )
                        
                        $
                        (4,717
                        )
                        
                        $
                        (29,634
                        )
                        
                        $
                        1,585Weighted
      average shares outstanding
                        
                        
                        18,608
                        
                        
                        
                        18,537
                        
                        
                        
                        18,587
                        
                        
                        
                        18,519Effect
      of dilutive securitiesStock
      options
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        28Restricted
      stock
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        25Weighted
      average common shares and potential dilutive shares
                        
                        
                        18,608
                        
                        
                        
                        18,537
                        
                        
                        
                        18,587
                        
                        
                        
                        18,572Diluted
      (loss) earnings per share
                        
                        $
                        (1.07
                        )
                        
                        $
                        (0.25
                        )
                        
                        $
                        (1.59
                        )
                        
                        $
                        0.09
 
 For the
nine months ended September 30, 2008, we did not include outstanding stock
options and restricted stock awards having a grant price greater than the
average market price of the common shares for the year in the computation of
diluted earnings per share because the effect of these share-based awards would
be antidilutive.  The total number of these shares was
678,898.  For the three months ended September 30, 2009 and 2008 and
for the nine months ended September 30, 2009, the number of outstanding options
and restricted stock awards that were anti-dilutive were 430,948, 701,477 and
449,346, respectively, and we excluded all outstanding stock options and
restricted stock awards from the computation of our diluted earnings per share
because the effect of these share-based awards was antidilutive due to our net
loss.
 
 6.  Stock-Based
Compensation
 
 We have
four stock incentive plans through which employees and directors have been or
are granted stock-based compensation.  We recognize compensation
expense for the grant date fair value of stock-based awards over the applicable
vesting period.  The components of our pre-tax stock-based
compensation (income) expense, net of forfeitures, and associated income tax
effect were as follows for the three and nine months ended September 30 (dollars
in thousands):
 
 Three Months Ended
                    
                    
                    Nine Months EndedSeptember 30,
                    
                    
                    September 30,2009
                    
                    
                    2008
                    
                    
                    2009
                    
                    
                    2008Stock
      options
                    
                    $
                    (347
                    )
                    
                    $
                    (83
                    )
                    
                    $
                    (100
                    )
                    
                    $
                    80Restricted
      stock
                    
                    
                    386
                    
                    
                    
                    437
                    
                    
                    
                    707
                    
                    
                    
                    886$
                    39
                    
                    
                    $
                    354
                    
                    
                    $
                    607
                    
                    
                    $
                    966Income
      tax benefit
                    
                    
                    36
                    
                    
                    
                    171
                    
                    
                    
                    267
                    
                    
                    
                    425$
                    3
                    
                    
                    $
                    183
                    
                    
                    $
                    340
                    
                    
                    $
                    541
  14
  LCA-Vision
Inc.
 Notes to
Condensed Consolidated Financial Statements (Unaudited)
 
 7.
              Impairment
      Charges
 
 In the
third quarter of 2009, we recorded an impairment charge to reduce the carrying
amount of long-lived assets by $4,377,000.  This impairment charge
recognized during the third quarter of 2009 reflects our subsequent decision to
close 10 underperforming vision centers by December 31, 2009 in order to
preserve cash.  Based on this evaluation, we determined that leasehold
improvements with a carrying amount of $1,925,000 and excimer lasers with a
carrying amount of $3,655,000 were no longer recoverable and were in fact
impaired.  The leasehold improvements were written down to their
estimated fair value of zero.   We adjusted the carrying value of
the excimer lasers to their fair value, which we determined based on discounted
cash flows and estimated market prices of similar
assets.  Because of deteriorating market conditions (i.e., rising
interest rates and less marketplace demand), it is reasonably possible that our
estimate of discounted cash flows may change in the near term resulting in the
need to adjust our determination of fair value.  The fair value
measurements utilized in our internal discounted cash flow analysis represent
Level 3 inputs under ASC 820.
 
 8.
              Restructuring
      Charges
 
 For the
three months ended September 30, 2009, we incurred a net restructuring charge of
$8,000.  The charges included employee separation benefits of $46,000,
offset by a  $38,000 credit for a successful renegotiation of contract
termination costs.
 
 In 2009,
we announced a restructuring plan to reduce costs and increase operational
efficiencies.  As a result, we incurred restructuring charges totaling
$1,612,000 for the nine months ended September 30, 2009, which included
$1,460,000 of center closing costs and $587,000 of employee separation benefits.
Partially offsetting these charges was a benefit of $435,000 due to a change in
estimate of certain previously recognized contract termination costs related to
our vision centers closed in 2008 after successful renegotiations with the
lessors.  The fair value measurements utilized internal discounted
cash flow analysis in determining fair value, which is a Level 3 input under ASC
820.
 
 At
September 30, 2009 and December 31, 2008, we included current restructuring
reserves of $252,000 and $168,000, respectively, in “Accrued liabilities and
other” in the Condensed Consolidated Balance Sheets.  Long-term
restructuring reserves were $354,000 and $306,000 at September 30, 2009 and
December 31, 2008, respectively, and were included in “Long-term rent
obligations.”
 
 The
following table summarizes the restructuring reserve activities (dollars in
thousands):
 
 Accrual
      balance as of December 31, 2008
                    
                    $
                    474Restructuring
      charge
                    
                    
                    872Utilization
                    
                    
                    (94
                    )Accrual
      balance as of March 31, 2009
                    
                    
                    1,252Restructuring
      charge
                    
                    
                    (71
                    )Utilization
                    
                    
                    (361
                    )Accrual
      balance as of June 30, 2009
                    
                    
                    820Restructuring
      charge
                    
                    
                    8Utilization
                    
                    
                    (222
                    )Accrual
      balance as of September 30, 2009
                    
                    $
                    606
 
 9.  Consent
Revocation Solicitation Charges
 
 For the
nine months ended September 30, 2009, we incurred $804,000 in expenses related
to our successful defense of a consent revocation solicitation initiated by
a dissident stockholder group, all of which were incurred prior to the
three months ended September 30, 2009.
  15
  LCA-Vision
Inc.
 Notes to
Condensed Consolidated Financial Statements (Unaudited)
 
 10.  Debt
and Leasing Arrangements
 
 Long-term
debt and capital lease obligations consist of (dollars in
thousands):
 
 September 30,
                      2009
                    
                    
                    December 31,
                      2008Capitalized
      lease obligations
                    
                    $
                    568
                    
                    
                    $
                    4,213Bank
      loan
                    
                    
                    14,222
                    
                    
                    
                    16,892Total
      long-term debt obligations
                    
                    $
                    14,790
                    
                    
                    $
                    21,105Debt
      obligations maturing in one year
                    
                    
                    (4,281
                    )
                    
                    
                    (6,985
                    )Long-term
      obligations (less current portion)
                    
                    $
                    10,509
                    
                    
                    $
                    14,120
 
 We use
capitalized lease obligations to finance purchases of some of our medical
equipment. The leases cover periods of 24 to 36 months from the date the medical
equipment is installed.
 
 On April
24, 2008, we entered into a bank loan agreement for $19,184,000 to finance
medical equipment. The loan agreement provides for repayment in equal monthly
installments over a five-year period at a fixed interest rate of 4.96%. The loan
agreement contains no financial covenants.
 
 Both the
capital lease obligations and the bank loan are secured by certain medical
equipment.
 
 The
estimated fair value of our long-term debt and capital lease obligations is
$13,845,000 based on the present value of the underlying cash flows discounted
at our incremental borrowing rate.  Within the hierarchy of fair value
measurements, these are Level 3 fair value measurements.
 
 Effective
March 1 and April 1, 2009, we entered into five-year lease agreements with Alcon
Inc. and AMO, respectively, for new excimer lasers which allowed us to
standardize our excimer treatment platforms and reduce the number of platforms
at each of our vision centers from three to two.  The standardization
of our excimer laser platforms will reduce equipment and maintenance costs,
while allowing us to continue to offer the same broad spectrum of treatment
options that include a standard treatment, a custom wavefront guided treatment,
an optimized treatment and IntraLase femtosecond technology.  As part
of the transactions, we disposed of our Bausch & Lomb lasers and retired
$1,900,000 in related capital lease obligations.  We received cash
payments totaling $6,800,000 from the lessors that may be partially refundable
if we do not perform a minimum number of procedures over the term of the
agreements.  We have deferred these amounts and will recognize them
ratably over the lease term.  We included the unrecognized portion in
“Deferred license fee” in our Condensed Consolidated Balance Sheet at September
30, 2009.
 
 The AMO
laser lease qualifies as a capital lease, and the Alcon Inc. laser lease
qualifies as an operating lease.
  16


LCA-Vision
Inc.


Notes to
Condensed Consolidated Financial Statements (Unaudited)





11.  Comprehensive
Income (Loss)





The
components of accumulated other comprehensive income (loss) consisted of the
following (dollars in thousands):





September
      30,
                  
                  
                  December
      31,2009
                  
                  
                  2008Unrealized
      investment gain, net of tax of $514 and $43
                  
                  $
                  771
                  
                  
                  $
                  54Foreign
      currency translation adjustment
                  
                  
                  303
                  
                  
                  
                  (183
                  )Accumulated
      other comprehensive income (loss)
                  
                  $
                  1,074
                  
                  
                  $
                  (129
                  )





The
components of comprehensive (loss) income consisted of the following for the
three and nine months ended September 30 (dollars in thousands):





Three Months Ended
                
                
                Nine Months EndedSeptember 30,
                
                
                September 30,2009
                
                
                2008
                
                
                2009
                
                
                2008Net
      (loss) income
                
                $
                (19,903
                )
                
                $
                (4,717
                )
                
                $
                (29,634
                )
                
                $
                1,585Unrealized
      investment gain (loss), net of tax of $170, ($71), $478 and
      ($366)
                
                
                255
                
                
                
                (107
                )
                
                
                717
                
                
                
                (550
                )Foreign
      currency translation
                
                
                265
                
                
                
                (140
                )
                
                
                486
                
                
                
                128Comprehensive
      (loss) income
                
                
                (19,383
                )
                
                
                (4,964
                )
                
                
                (28,431
                )
                
                
                1,163





12.  Commitments
and Contingencies





On
September 13, 2007, October 1, 2007, and November 8, 2007, three putative class
action complaints were filed against us and certain of our current and former
directors and officers by Beaver County Retirement Board, Spencer and Jean Lin
and Diane B. Callahan, respectively, in the United States District Court for the
Southern District of Ohio (Western Division).  These actions were
consolidated into one action, and a consolidated complaint was filed on April
19, 2008.  In that complaint, the lead plaintiff asserts claims under
Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and seeks
damages on behalf of a class of stockholders who purchased our common stock
between October 24, 2006 and November 2, 2007.  It alleges that
certain of our public disclosures regarding our financial performance and
prospects were false or misleading.  On July 10, 2008, the defendants
filed a motion to dismiss the consolidated complaint.  On March 25,
2009, the Court dismissed all claims asserted in the consolidated complaint,
with prejudice.  On April 18, 2009, the lead plaintiff filed a motion
to reconsider the court’s dismissal of all of its claims, specifically
requesting leave to file an amended complaint.  That motion has been
fully briefed, and we await the Court’s decision.  We strongly believe
that these claims lack merit, and we intend to defend against the claims
vigorously.  Due to the inherent uncertainties of litigation, we
cannot predict the outcome of the action at this time, and can give no assurance
that these claims will not have a material adverse effect on our business,
financial position, results of operations, or cash flows.





On
October 5, 2007, a complaint was filed in the Court of Common Pleas, Hamilton
County, Ohio, against certain of our current and former officers and directors,
derivatively on our behalf.  The plaintiff, Nicholas Weil, asserts
that three of the defendants breached their fiduciary duties when they allegedly
sold LCA-Vision's securities on the basis of material non-public information in
2007.  The plaintiff also asserts claims for breach of fiduciary duty,
abuse of control, corporate waste, and unjust enrichment in connection with the
disclosures that also are the subject of the securities actions described
above.  The plaintiff demands damages and attorneys fees, and seeks other
equitable relief.  We are named as a nominal defendant in the complaint,
although the action is derivative in nature. We may, however, have an obligation
to indemnify our officers and the defendants named in this action if liability
were found.  On December 20, 2007, the court stayed this action,
pursuant to a stipulation of the parties, pending the resolution of the motion
to dismiss filed in the consolidated class action, discussed
above.  We are in the process of evaluating these claims. 
However, due to the inherent uncertainty of litigation, we cannot predict the
outcome of the action at this time, and can give no assurance that these claims
will not have a material adverse effect on our business, financial
position,  results of operations, or cash flows.


17





LCA-Vision
Inc.


Notes to
Condensed Consolidated Financial Statements (Unaudited)





Our
business results in medical malpractice lawsuits.  Effective in
December 2002, we established a captive insurance company to provide coverage
for claims brought against us after December 17, 2002.  We use the
captive insurance company for both primary insurance and excess liability
coverage.  A number of claims are now pending with our captive
insurance company.  Since the inception of the captive insurance
company in 2002, we have disbursed total claim and expense payments of
$2,123,000.





In
addition to the above, we are periodically subject to various other claims and
lawsuits.  We believe that none of these other claims or lawsuits to
which we are currently subject, individually or in the aggregate, will have a
material adverse effect on our business, financial position, results of
operations, or cash flows.





13.  Subsequent
Events





In order
to preserve cash, we decided in October 2009 to close 10 underperforming vision
centers and reduce our workforce by 15%, both by year-end.  The
elimination of these 70 positions, which we communicated to our employees
subsequent to September 30, 2009, includes reductions from the closing vision
centers, our call center, and corporate and regional offices.





Item 2.Management’s Discussion and
Analysis of Financial Condition and Results of Operations





Information
included in this Quarterly Report on Form 10-Q contains forward-looking
statements that involve potential risks and uncertainties.  Actual
results could differ materially from those discussed herein.  Factors
that could cause or contribute to such differences include, but are not limited
to, those discussed herein and those discussed in our Annual Report on Form 10-K
for the year ended December 31, 2008.  Readers are cautioned not to
place undue reliance on these forward-looking statements that speak only as of
the date thereof.





The
Company files annual, quarterly and current reports, proxy statements and other
information with the SEC under the Exchange Act.  These reports and
other information filed by the Company may be read and copied at the Public
Reference Room of the SEC, 100 F Street N.E., Washington, D.C. 20549.
Information may be obtained about the Public Reference Room by calling the SEC
at 1-800-SEC-0330.  The SEC also maintains an internet site that
contains reports, proxy statements and other information about issuers, like the
Company, which file electronically with the SEC.  The address of that
site is http://www.sec.gov.





The
financial results for the three and nine months ended September 30, 2009 and
2008 referred to in this  discussion should be read in conjunction
with our Condensed Consolidated Financial Statements and the accompanying Notes
in this Quarterly Report on Form 10-Q.  Results of interim periods may
not be indicative of the results for subsequent periods or the full
year.




Overview




We are a
provider of laser vision correction services at our LasikPlus® vision centers. Our
vision centers provide the staff, facilities, equipment and support services for
performing laser vision correction procedures that employ advanced laser
technologies to help correct nearsightedness, farsightedness and
astigmatism.  In 2007, we adopted IntraLase technology, a femtosecond
laser that can be used in place of a microkeratome.





We derive
substantially all of our revenues from the delivery of laser vision
correction services performed in our U.S. vision centers. Our revenues,
therefore, depend on our volume of procedures, and are impacted by a number of
factors, including the following:





·
            General
      economic conditions and consumer confidence and discretionary spending
      levels,


·
            Our
      ability to generate customers through our arrangements with managed care
      companies, direct-to-consumer advertising, and word-of-mouth
      referrals,


·
            The
      availability of patient financing,


·
            The
      level of consumer acceptance of laser vision correction,
    and


·
            The
      effect of competition and discounting practices in our
      industry.


18





Other
factors that may impact our revenues include:





·
            Deferred
      revenue from the sale, prior to June 15, 2007, of separately priced acuity
      programs, and


·
            Our
      mix of procedures among the different types of laser
      technology.





Our
operating costs and expenses include:





·
            Medical
      professional and license fees, including per procedure fees for the
      ophthalmologists performing laser vision correction, and per procedure
      license fees paid to certain equipment suppliers of our excimer and
      femtosecond lasers,


·
            Direct
      costs of services, including the salary component of physician
      compensation for certain physicians employed by us, staff, facility costs
      of operating laser vision correction centers, equipment lease and
      maintenance costs, surgical supplies, financing charges for third-party
      patient financing, and other costs related to
  revenues,


·
            General
      and administrative costs, including headquarters and call center staff
      expense, and other overhead costs,


·
            Marketing
      and advertising costs, and


·
            Depreciation
      of equipment.





Because
our revenues are a function of the number of laser vision correction procedures
performed and the pricing for these services, and many of our costs are fixed,
our vision centers have a relatively high degree of operating
leverage.  As a result, our level of procedure volume can have a
significant impact on our level of profitability.  The following table
details the number of laser vision correction procedures performed at our
consolidated vision centers.





2009
                  
                  
                  2008First
      Quarter
                  
                  
                  27,859
                  
                  
                  
                  44,159Second
      Quarter
                  
                  
                  17,864
                  
                  
                  
                  30,086Third
      Quarter
                  
                  
                  15,335
                  
                  
                  
                  21,484Fourth
      Quarter
                  
                  
                  -
                  
                  
                  
                  19,424Year
                  
                  
                  61,058
                  
                  
                  
                  115,153





Our
procedure volume has been severely affected by the general economic slowdown in
the United States, resulting in a decline in consumer confidence levels and the
deferral of high-end discretionary expenditures by many consumers.  We
anticipate these conditions will continue throughout 2009 and beyond and that
industry procedure volume will continue to decline compared to prior years,
which we expect will negatively affect our revenues.





We offer
our patients acuity programs.  Prior to June 15, 2007, we priced these
programs separately.  We offered a no-acuity plan, a one-year acuity
plan, and a lifetime acuity plan.  We have deferred the revenues from
the sale of these programs and are recognizing them over the period in which the
future costs of performing the enhancement procedures are expected to be
incurred.  For programs that included one-year and lifetime options
but did not include a no-acuity option, costs associated with the sale of the
lifetime acuity plan began after the expiration of the one-year acuity plan
included in the base price and we are recognizing revenues associated with the
sale of the lifetime acuity plan beginning one year after the initial surgery
date.  For programs that included a no-acuity option in addition to
the one-year and lifetime options, we deferred all revenues from the sale of the
one-year and lifetime acuity plans and recognized them in proportion to the
total costs expected to be incurred, beginning immediately following the initial
surgical procedure.





Effective
June 15, 2007, we changed our pricing model and no longer offer separately
priced acuity options.  For substantially all patients, we now include
participation in our acuity programs in the base surgical
price.  Under this pricing model, we have not deferred any
warranty-related revenue for procedures performed after June 15,
2007.  We are recognizing revenue previously deferred from the sale of
the separately priced acuity programs over a seven-year period, our current
estimate of the period over which costs of performing the enhancement procedures
will be incurred.


19


We will
not make any additions to the deferral account in the future.  The
following table provides an estimate of the run-off of the balance in future
periods based upon historical enhancement rates.  These rates are
reviewed quarterly and the amortization will be modified as needed (dollars in
thousands).





Balance
      as of September 30, 2009
                  
                  $
                  15,830Estimated
      amortization:2009
      Q4
                  
                  
                  1,8272010
                  
                  
                  6,1492011
                  
                  
                  4,3762012
                  
                  
                  2,5162013
                  
                  
                  8712014
                  
                  
                  91





In
addition to the deferral of revenues, we also have deferred a portion of our
costs of service related to professional fees paid to the attending surgeon when
a procedure is performed.  These costs total 10% of the
revenue.  The physician receives no incremental fee for an enhancement
procedure.  Accordingly, a portion of the professional fee paid to the
physician relates to the future enhancement procedures to be performed and
qualifies for deferral as a direct and incremental cost of the warranty
contract.  We use the same historical experience to amortize deferred
professional fees that we use to amortize deferred revenue.





As of
September 30, 2009, we recorded a full valuation allowance of $13,484,000 on our
net deferred tax assets due to uncertainty with respect to our ability to
realize these assets in the future.  Based on our recently completed
projections, we believe that it is probable that we will be in a three-year
cumulative loss position some time in 2010 and, accordingly, reliance on future
projections of taxable income is not sufficient to support realization of our
deferred tax assets.





Results
of Operations for the Three Months Ended September 30, 2009 and
2008





Revenues


In the
third quarter of 2009, revenues decreased by $9,751,000, or 26.1%, to
$27,646,000 from $37,397,000 in the third quarter of 2008.  Procedure
volume decreased 28.6% to 15,335 in the third quarter of 2009 from 21,484 in the
third quarter of 2008.  For vision centers open at least 12 months,
procedure volume decreased by approximately 27.2% in the third quarter of 2009
to 15,132, as compared to 20,782 in the third quarter of 2008.  The
components of the revenue change include (dollars in thousands):





Decrease
      in revenue from lower procedure volume
                  
                  $
                  (9,443
                  )Impact
      from increase in average selling price, before revenue
      deferral
                  
                  
                  2,169Change
      in deferred revenue
                  
                  
                  (2,477
                  )Decrease
      in revenues
                  
                  $
                  (9,751
                  )





The
average reported revenue per procedure, which includes the impact of deferring
revenue from separately priced extended warranties, increased 3.6% to $1,803 in
the third quarter of 2009 from $1,741 in the third quarter of 2008.





We have
seen a decline in both appointment show rates and conversion
rates.  Patient activity in regards to inquiries is also down. We
believe this is due to the current period of economic uncertainty and other
macroeconomic factors.  Industry sources indicate that the entire
laser vision correction industry is negatively impacted.





Medical
professional and license fees


Medical
professional and license fees in the third quarter of 2009 decreased by
$2,314,000, or 28.2%, from the third quarter of 2008.  The decrease
was due to decreased license fees of $1,302,000 and physician fees of $708,000
associated with decreased revenues.  The amortization of the deferred
medical professional fees attributable to prior years was $193,000 in the third
quarter of 2009 and $440,000 in the third quarter of 2008.


20


Direct
costs of services


Direct
costs of services decreased $2,268,000, or 13.0%, in the third quarter of 2009
to $15,206,000 from the third quarter of 2008.  Lower salaries and
travel and entertainment expense as a result of our workforce reductions
primarily drove the decrease in direct costs of services this quarter compared
to the same period in 2008.  This decrease was also the result of
lower procedure volumes, which drove lower bad debt, insurance and equipment
expense, partially offset by increases in laser rent and state and local
taxes.





General
and administrative


General
and administrative expenses in the third quarter of 2009 decreased by $569,000,
or 13.3%, from the third quarter of 2008, due primarily to workforce reductions
and reduced professional services and contract services.





Marketing
and advertising


Marketing
and advertising expenses in the third quarter of 2009 decreased by $2,796,000,
or 33.7%, from the third quarter of 2008.  These expenses were 19.9%
of revenues in the third quarter of 2009 compared to 22.2% during the third
quarter of 2008.  In the third quarter of 2009, we reduced our
marketing spend levels to $5,498,000 to better align spending levels with
consumer demand.  We believe the decrease in monetary expenditures
aligns our spending better with anticipated consumer demand. We are continuing
to work to develop more efficient marketing techniques and expanding local
initiatives as a means to attract customers.  Our future operating
profitability will depend in large part on the success of our efforts in this
regard.





Impairment
charges


In the
third quarter of 2009, we recorded an impairment charge to reduce the carrying
amount of long-lived assets by $4,377,000.  This impairment charges
recognized during the third quarter of 2009 reflects our decision in October
2009 to close 10 underperforming vision centers by December 31, 2009 in order to
preserve cash.  Based on this evaluation, we determined that leasehold
improvements with a carrying amount of $1,925,000 and excimer lasers with a
carrying amount of $3,655,000 were no longer recoverable and were in fact
impaired.  The leasehold improvements were written down to their
estimated fair value of zero.  We adjusted the carrying value of the
excimer lasers to their fair value, which we determined based on discounted
cash flows and estimated market prices of similar
assets.  Because of deteriorating market conditions (i.e., rising
interest rates and less marketplace demand), it is reasonably possible that our
estimate of discounted cash flows may change in the near term resulting in the
need to adjust our determination of fair value.





Restructuring
charges


The net
restructuring charges in the third quarter of 2009 were $8,000, which included
$46,000 of employee separation benefits offset by a $38,000 credit for
successful renegotiation of certain contract termination cost.  As
part of our priority to conserve cash, we anticipate recording additional
restructuring charges during the fourth quarter of 2009 for the 10 vision
centers to be closed and a workforce reduction of 15%.  The
involuntary terminations of approximately 70 positions will include reductions
from the closing vision centers, our call center and corporate and regional
offices.  We estimate the restructuring charges to be $4,100,000,
comprised of closure costs and employee severance and benefits.





Non-operating
income and expenses


Net
investment income in the third quarter of 2009 increased $1,333,000, or
184.1%.  This is due primarily to the $1,074,000 other-than-temporary
impairment related to our auction rate securities recognized in the third
quarter of 2008.  The remaining $259,000 increase is due to an
increase of $577,000 in investment income, partially offset by a decrease in
patient financing income of $318,000.





Income
taxes


The
following table summarizes the components of the income tax provision for the
third quarters of 2009 and 2008 (dollars in thousands):




Three Months EndedSeptember 30,2009
                    
                    
                    2008Federal
      income tax benefit
                    
                    $
                    (3,663
                    )
                    
                    $
                    (1,559
                    )State
      income tax expense (benefit), net of federal
                    
                    
                    430
                    
                    
                    
                    (477
                    )Deferred
      tax asset valuation allowance
                    
                    
                    13,484
                    
                    
                    
                    -Income
      tax expense (benefit)
                    
                    $
                    10,251
                    
                    
                    $
                    (2,036
                    )Effective
      income tax rate
                    
                    
                    (106.2
                    )%
                    
                    
                    30.2
                    %


21





Our
effective tax rate for the three and nine-months periods ended September 30,
2009 was significantly impacted by the recognition of a full valuation allowance
against all of our deferred tax assets, net of deferred tax liabilities, during
the quarter.





Results
of Operations for the Nine Months Ended September 30, 2009 and 2008





Revenues


In the
nine months ended September 30, 2009, revenues decreased by $63,899,000, or
37.3%, to $107,248,000, from $171,147,000 in the nine months ended September 30,
2008.  Procedure volume decreased 36.2% to 61,058 from 95,729 in the
nine months ended September 30, 2008.  For the 66 vision centers open
at least 12 months, procedure volume decreased by approximately 36.4% in the
nine months ended September 30, 2009 to 57,365, as compared to 90,213 in the
nine months ended September 30, 2008.  The components of the revenue
change include (dollars in thousands):





Decrease
      in revenue from lower procedure volume
                  
                  $
                  (56,571
                  )Impact
      from increase in average selling price, before revenue
      deferral
                  
                  
                  342Change
      in deferred revenue
                  
                  
                  (7,670
                  )Decrease
      in revenues
                  
                  $
                  (63,899
                  )





The
average reported revenue per procedure, which includes the impact of deferring
revenue from separately priced extended warranties, decreased 1.8% to $1,756 in
the nine months ended September 30, 2009 from $1,788 in the nine months ended
September 30, 2008.





We have
seen a decline in both appointment show rates and conversion
rates.  Patient activity in regards to inquiries is also down. We
believe this is due to the current period of economic uncertainty and other
macroeconomic factors.  Industry sources indicate that the entire
laser vision correction industry is negatively impacted.





Medical
professional and license fees


Medical
professional and license fees in the nine months ended September 30, 2009
decreased by $10,573,000, or 30.9%, from the nine months ended September 30,
2008.  The decrease was due to lower physician fees of $5,803,000 and
license fees of $4,089,000 associated with decreased revenues.  The
amortization of the deferred medical professional fees attributable to prior
years was $728,000 in the nine months ended September 30, 2009 and $1,495,000 in
the nine months ended September 30, 2008.





Direct
costs of services


Direct
costs of services were $50,291,000 for the nine months ended September 30, 2009,
a decrease by $11,679,000, or 18.9%, from $61,970,000 for the nine months ended
September 30, 2008.  This decrease was primarily due to lower
salaries, fringe benefits and travel and entertainment as a result of workforce
reductions.  Lower procedure volumes drove lower expenses related to
bad debt, surgical supplies, financing fees and professional liability
insurance.





General
and administrative


General
and administrative expenses in the nine months ended September 30, 2009
decreased by $2,562,000, or 16.9%, from the nine months ended September 30, 2008
primarily due to decreases in salaries and fringe benefits, professional
services, contract services, telecommunications, and state and local taxes,
partially offset by increases in employee incentives and rent and
utilities.  The increase in employee incentives in the nine months
ended September 30, 2009 compared to the same period in the prior year was due
to an accrual adjustment made in 2008.





Marketing
and advertising expenses


Marketing
and advertising expenses in the nine months ended September 30, 2009 decreased
by $15,735,000, or 36.0%, from the nine months ended September 30,
2008.  These expenses were 26.1% of revenues in the nine months ended
September 30, 2009 compared to 25.6% during the nine months ended September 30,
2008.  In 2009, we reduced our marketing spend levels, due largely to
declining consumer confidence levels. The decrease in monetary expenditures
aligns our spending better with anticipated consumer demand. We are continuing
to work to develop more efficient marketing techniques and expanding local
initiatives as a means to attract customers.  Our future operating
profitability will depend in large part on the success of our efforts in this
regard.


22


Consent
revocation solicitation charges


In the
nine months ended September 30, 2009, we incurred $804,000 in charges related to
our successful defense of a consent solicitation initiated by a dissident
stockholder group.





Impairment
charges


In the
third quarter of 2009, we recorded an impairment charge to reduce the carrying
amount of long-lived assets by $4,377,000.  This impairment charge
recognized during the third quarter of 2009 reflects our decision in October
2009 to close 10 underperforming vision centers by December 31, 2009 in order to
preserve cash.  Based on this evaluation, we determined that
lease-hold improvements with a carrying amount of $1,925,000 and excimer lasers
with a carrying amount of $3,655,000 were no longer recoverable and were in fact
impaired.  The lease-hold improvements were written down to their
estimated fair value of zero.  We adjusted the carrying value of the
excimer lasers to their fair value, which we determined based on discounted
cash flows and estimated market prices of similar
assets.  Because of deteriorating market conditions (i.e., rising
interest rates and less marketplace demand), it is reasonably possible that our
estimate of discounted cash flows may change in the near term resulting in the
need to adjust our determination of fair value.  In addition, during
2009 we recorded $889,000 for impairment charges primarily related to
reducing the use of microkeratomes and other impaired assets.





Restructuring
charges


The
restructuring charges for the nine months ended September 30, 2009 resulted from
the announcement of closing four of our vision centers at June 30, 2009 to
reduce costs and increase operational efficiencies.  The restructuring
charges for the nine months ended September 30, 2009 were $1,612,000, which
included $1,460,000 of center closure costs and $587,000 of employee separation
benefits.  Partially offsetting the charge was a benefit of $435,000
due to a change in estimate to certain previously recognized contract
termination costs related to our vision centers closed in 2008 after successful
negotiations with the lessors.





Non-operating
income and expenses


Net
investment income in the nine months ended September 30, 2009 increased
$223,000, or 26.5%, due to an increase in investment income of $327,000,
other-than-temporary impairment of $709,000 related to our auction rate
securities and equity investments in 2008, and a decrease of $813,000 in patient
financing income.





Income
taxes


The
following table summarizes the components of the income tax provision for the
first nine months of 2009 and 2008 (dollars in thousands):





Nine Months EndedSeptember 30,2009
                  
                  
                  2008Federal
      income tax (benefit) expense
                  
                  $
                  (8,522
                  )
                  
                  $
                  874State
      income tax (benefit) expense, net of federal benefit
                  
                  
                  (439
                  )
                  
                  
                  214Deferred
      tax asset valuation allowance
                  
                  
                  13,484
                  
                  
                  
                  -Income
      tax expense
                  
                  $
                  4,523
                  
                  
                  $
                  1,088Effective
      income tax rate
                  
                  
                  (18.0
                  )%
                  
                  
                  40.7
                  %





Our
effective income tax rate decreased from 40.7% of pre-tax income during the
first nine months of 2008 to (18.0%) of pre-tax loss during the first nine
months of 2009.  The decrease resulted primarily from the recording of
the deferred tax asset valuation allowance as discussed
previously.


23


Liquidity
and Capital Resources





At
September 30, 2009, we held $58,847,000 in cash and cash equivalents and
short-term investments, up from $56,335,000 at December 31, 2008.  Our
cash flows from operating, investing, and financing activities, as reflected in
the Condensed Consolidated Statements of Cash Flows, are summarized as follows
(dollars in thousands):




Nine Months EndedSeptember 30,2009
                  
                  
                  2008Cash
      provided (used) by:Operating
      activities
                  
                  $
                  7,793
                  
                  
                  $
                  9,305Investing
      activities
                  
                  
                  872
                  
                  
                  
                  (12,647
                  )Financing
      activities
                  
                  
                  (6,333
                  )
                  
                  
                  10,397Net
      increase in cash and cash equivalents
                  
                  $
                  2,332
                  
                  
                  $
                  7,055





Cash
flows generated from operating activities amounted to $7,793,000 and $9,305,000
for the nine months ended September 30, 2009 and 2008,
respectively.  The $1,512,000 decrease was due primarily to lower
earnings.  Our cost control and cash conservation measures are having
the desired results as we continue to take actions that we believe are prudent
given the current economic environment. Among these, we reduced headcount in the
vision centers, national call center and corporate offices during 2009 and 2008,
reduced marketing spend significantly, and are reducing costs in all other
discretionary areas.  We also are managing closely working capital
with particular focus on ensuring timely collection of outstanding patient
receivables and the management of our trade payable
obligations.  Patient receivables decreased $2,474,000 in the nine
months ended September 30, 2009. At September 30, 2009, working capital
(excluding debt due within one year) amounted to $55,380,000 compared to
$62,519,000 at December 31, 2008.  Liquid assets (cash and cash
equivalents, short-term investments, and accounts receivable) amounted to 199.0%
of current liabilities, compared to 200.8% at December 31, 2008.





We
continue to offer our own sponsored patient financing. As of September 30, 2009,
we had $7,078,000 in patient receivables, net of allowance for doubtful
accounts, which was a decrease of $5,245,000, or 42.6% from December 31, 2008.
During 2009, we continue to take steps to improve collection results from
internally financed patients including the use of credit scores to qualify
patients for appropriate financing options. We continually monitor the allowance
for doubtful accounts and will adjust our lending criteria or require greater
down payments if our experience indicates that is necessary. However, our
ability to successfully collect patient accounts is dependent, in part, on
overall economic conditions.





Our cash
conservation measures also impacted cash flows from investing and financing
activities.  Capital expenditures are lower in 2009 as there have been
no new center openings or center relocations.  In addition, during the
third quarter of 2008 our Board of Directors suspended payment of a quarterly
dividend.  We do not anticipate paying any dividends in the
foreseeable future.   We paid a quarterly dividend from the third
quarter of 2004 through the second quarter of 2008.





On April
24, 2008, we entered into a loan agreement with PNC Equipment Finance, LLC to
finance the majority of the IntraLase units which we purchased.  At
closing, we drew $19,184,000 on the loan facility, which requires monthly
payments over a five-year period at a fixed interest rate of 4.96%. We typically
have financed our laser purchases with capital lease obligations provided by the
vendors. The IntraLase purchases were made with cash at the time of purchase.
The loan transaction freed up that capital to be used in the business for other
corporate purposes. The remaining unpaid balance on the bank loan was
$14,222,000 at September 30, 2009. The loan agreement contains no financial
covenants and, as with our capital lease obligations, is secured by certain
medical equipment.





Effective
March 1 and April 1, 2009, we entered into five-year lease agreements with Alcon
Inc. and Abbott Medical Optics, respectively, for new excimer lasers which
allowed us to standardize our excimer treatment platforms and reduce the number
of platforms at each of our vision centers from three to two.  The
standardization of our excimer laser platforms will reduce equipment and
maintenance costs, while allowing us to continue to offer the same broad
spectrum of treatment options that includes a standard treatment, a custom
wavefront guided treatment, an optimized treatment and IntraLase femtosecond
technology.  As part of the transactions, we disposed of our Bausch
& Lomb lasers and retired $1,900,000 in related capital lease
obligations.  We received cash payments totaling $6,800,000 from the
lessors that may be partially refundable if we do not perform a minimum number
of procedures over the term of the agreements.  We have deferred these
amounts and will recognize them ratably over the lease term.  The
unrecognized portion is included in “Accrued liabilities and other” for the
current portion and in “Deferred license fee” for the long-term portion in our
Condensed Consolidated Balance Sheet at September 30, 2009.  The
Abbott Medical Optics laser lease qualifies as a capital lease, and the Alcon
Inc. laser lease qualifies as an operating lease.


24





At
September 30, 2009 and December 31, 2008, we held $4,725,000 and $5,625,000,
respectively, par value of various auction rate securities.  The
assets underlying the auction rate instruments are primarily municipal bonds,
preferred closed end funds, and credit default swaps.  Historically,
these securities had provided liquidity through a Dutch auction process that
resets the applicable interest rate at pre-determined intervals every 7 to 28
days. However, these auctions began to fail in the first quarter of 2008.
Because these auctions have failed, we have realized higher interest rates for
many of these auction rate securities than we would have otherwise. Although we
have been receiving interest payments at these rates, the related principal
amounts will not be accessible until a successful auction occurs, a buyer is
found outside of the auction process, the issuer calls the security, or the
security matures according to contractual terms. Maturity dates for our
auction rate securities range from 2016 to 2036. As of December 31, 2007, we
held $18,300,000 of auction rate securities.  Since that time,
$13,575,000 have been redeemed at par by their issuers.  See Note 2 to
Condensed Consolidated Financial Statements for further information regarding
our auction rate security investments.





We have
not opened any new vision centers in 2009.  During the nine months
ended September 30, 2008, we opened six new vision centers.  Capital
expenditures through September 30, 2009 and 2008 were $182,000 and $13,597,000,
respectively.  Our costs associated with the opening of a new vision
center generally consist of capital expenditures such as the purchase or lease
of lasers, diagnostic equipment, office equipment and leasehold improvements. In
addition, we typically incur other startup expenses and pre-opening advertising
expenses. Generally, we estimate the costs associated with opening a new vision
center to be between $1,200,000 and $1,500,000. Actual costs vary from vision
center to vision center based upon the location of the market, the number of
lasers purchased or leased for the vision center, the site of the vision center,
the cost of grand opening marketing and the level of leasehold improvements
required.





Property
and equipment decreased $32,285,000 from $121,734,000 at December 31, 2008, to
$89,449,000 at September 30, 2009.  As a result of the new laser
agreements, Bausch and Lomb assets with a gross cost basis of $25,139,000 were
written off in the second quarter of 2009.  In the nine months ended
September 30, 2009, we also recorded gross asset impairment charges of
$6,947,000 as a result of closing vision centers.





We
believe that our current cash and investment resources provide us with
significant staying power should the current recession be
prolonged.  In order to preserve cash, we decided in October 2009 to
close 10 underperforming vision centers by year-end and reduce our workforce by
15%, both by year-end.  The elimination of these 70 positions, which
we communicated to our employees subsequent to September 30, 2009, includes
reductions from the closing vision centers, our call center, and corporate and
regional offices.  We expect these actions to reduce annual expenses
in excess of $4,000,000 annually.  We now expect that our cash and
investments will be sufficient to support operations beyond 2012 if continuing
centers perform procedures at their current rates.  We expect to
recognize $3,800,000 and $300,000 in center closure costs and severance costs,
respectively, in the fourth quarter of 2009. If a prolonged economic recovery or
any other adverse factors continue to be a detriment to our results of
operations, we may seek, if necessary, additional indebtedness, equity
financings or a combination of these potential sources to fund our long-term
liquidity requirements.





Critical
Accounting Estimates





There
have been no material changes in the critical accounting policies described in
Management’s Discussion and Analysis in our Annual Report on Form 10-K for the
fiscal year ended December 31, 2008.


25


Item 3. Quantitative and
Qualitative Disclosure About Market Risk.





The
carrying values of financial instruments, including cash and cash equivalents,
accounts receivable and accounts payable, approximate fair value because of the
short maturity of these instruments.





We record
short-term investments at fair value. Due to the short-term nature of the
investments in corporate bonds, municipal and U.S. Government bonds, we believe
there is little risk to the valuation of these debt securities. The investments
in equity securities carry more market risk.





Long-term
investments include auction rate securities that are currently failing
auction.  These investments are recorded at fair value using a
trinomial discount model.  We are divesting all auction rate
securities as the market allows.  Many of the issuers of the auction
rate securities are redeeming their issues so as to reduce the overall interest
costs for the issuer.  There can be no assurance, however, that the
issuers of the auction rate securities we hold will do so in advance of their
maturity or the restoration of a regularized auction market.





We have a
low exposure to changes in foreign currency exchange rates and, as such, have
not used derivative financial instruments to manage foreign currency fluctuation
risk.





Item 4. Controls and
Procedures.





(a)
            Evaluation
      of Disclosure Controls and
Procedures





Under the
supervision of and with the participation of our management, including the
company's Chief Operating Officer (COO) and Chief Financial Officer (CFO), an
evaluation of the effectiveness of our disclosure controls and procedures was
performed as of September 30, 2009. Based on this evaluation, the COO and CFO
concluded that our disclosure controls and procedures are effective to ensure
that material information is (1) accumulated and communicated to our management
as appropriate to allow timely decisions regarding disclosure and (2) recorded,
processed, summarized and reported within the time periods specified in the
rules and forms of the Securities and Exchange Commission.





(b)
            Changes
      in Internal Control over Financial
Reporting





Under the
supervision of and with the participation of our management, including the COO
and CFO, an evaluation of  our internal control over financial
reporting was performed as of September 30, 2009.  Based on this
evaluation, management concluded that there were no changes in our internal
control over financial reporting that occurred during the quarter ended
September 30, 2009 that have materially affected, or are reasonably likely to
materially affect, our internal control over financial
reporting.


26


PART
II.   OTHER INFORMATION.





Item 1. Legal
Proceedings





Not
applicable.





Item 1A.  Risk
Factors





In
addition to the risk factors discussed in our Form 10-K and other filings with
the Securities and Exchange Commission, there are a number of other risks and
uncertainties from laser vision correction associated with our business,
including, without limitation, the successful execution of marketing strategies
cost effectively to drive patients to our vision centers; the impact of low
consumer confidence; competition in the laser vision correction industry; our
ability to attract new patients; the possibility of adverse outcomes or
long-term side effects and negative publicity regarding laser vision correction;
our ability to operate profitable vision centers and retain qualified personnel
during periods of lower procedure volumes; the continued availability of
non-recourse third-party financing for our patients on terms similar to what we
have paid historically and the future value of revenues financed by us and our
ability to collect on such financings which will depend on a number of factors,
including the worsening consumer credit environment and our ability to manage
credit risk related to consumer debt, bankruptcies and other credit
trends.  Further, the FDA’s advisory board on ophthalmic devises is
currently reviewing concerns about post-Lasik quality of life matters and the
FDA has planned a major new study on Lasik outcomes and quality of life that is
expected to end in 2012.   The FDA or another agency could take
legal or regulatory action against us or others in the laser vision correction
industry.  The outcome of this review or legal or regulatory action
could potentially impact negatively the acceptance of Lasik.  In
addition the acceptance rate of new technologies such as IntraLase or Wavelight
and our ability to implement successfully new technologies on a national basis,
creates additional risk.





Item
2.  Unregistered Sales of Equity Securities and Use of
Proceeds





Not
applicable.





Item 3.  Defaults
Upon Senior Securities





Not
applicable.





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





Not
applicable.





Item 5.  Other
Information





Not
applicable.





Item 6.Exhibits





Exhibits





Number
              
              Description10.1
              
              Employment
      Agreement between LCA-Vision Inc. and Rhonda Sebastian dated September 8,
      200931.1
              
              COO
      Certification under Section 302 of the Sarbanes-Oxley Act of
      200231.2
              
              CFO
      Certification under Section 302 of the Sarbanes-Oxley Act of
      200232
              
              Certifications
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002


27


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, thereunto
duly authorized.





LCA-VISION
      INC.Date:
      October 27, 2009
              /s/ David L. ThomasDavid
      L. ThomasChief
      Operating OfficerDate:  October
      27, 2009
              /s/ Michael J.
CelebrezzeMichael
      J. CelebrezzeSenior
      Vice President of Finance,Chief
      Financial Officer and
Treasurer


28