Acquisition of LCA-Vision Inc (Tables)

6 Months Ended

Jun. 30, 2014

Acquisition of LCA-Vision Inc [Abstract]

Schedule of Aggregate Consideration Paid

The fair value of the assets acquired and liabilities assumed were based on management estimates and values derived from an outside independent appraisal. The Company expects that the allocation will be finalized within twelve months after the merger. Based on the purchase price allocation, the following table summarizes the estimated provisional fair value amounts of the assets acquired and liabilities assumed at the date of acquisition:

Cash and cash equivalents	$	29,042
Current assets, excluding cash and cash equivalents		6,114
Deferred tax asset, current		1,124
Property, plant and equipment		17,269
Identifiable intangible assets		39,050
Other assets		1,518
Total assets acquired at fair value		94,117
Current liabilities		(19,009	)
Long-term debt		(1,603	)
Deferred tax liability, long-term		(9,138	)
Other long-term liabilities		(7,397	)
Total liabilities assumed		(37,147	)
Net assets acquired	$	56,970

Purchase Price Allocation

The purchase price of LCA-Vision was $106,552 in aggregate consideration, paid in cash (including the full use of the credit facility), consisting of:

Fair value LCA-Vision stock (A)	$	103,896
Fair value of LCA-Vision restricted stock units, including payroll taxes (B)		2,656
Total purchase price	$	106,552

Pro Forma Information

The consolidated results of operations do not include any revenues or expenses related to the LCA-Vision business on or prior to May 13, 2014, the consummation date of the acquisition. The Company’s unaudited pro-forma results for the three and six months ended June 30, 2014 and 2014 summarize the combined results of PhotoMedex and LCA-Vision in the following table, assuming the acquisition had occurred on January 1, 2013 and after giving effect to the acquisition adjustments, including amortization of the tangible and definite-lived intangible assets were acquired in the transaction:

	Three Months Ended June 30,					Six Months Ended June 30,
	2014			2013		2014			2013
	(unaudited)			(unaudited)		(unaudited)			(unaudited)
Net revenues	$	61,170		$	80,674	$	136,776		$	166,194
Net income (loss)		(14,734	)		5,762		(16,747	)		12,579
Net income (loss) per share:
Basic	$	(0.79	)	$	0.28	$	(0.89	)	$	0.61
Diluted	$	(0.79	)	$	0.27	$	(0.89	)	$	0.60
Shares used in calculating net income (loss) per share:
Basic		18,723,484			20,573,048		18,721,463			20,624,588
Diluted		18,723,484			21,033,349		18,721,463			21,084,889