U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-QSB
(Mark one)
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996.
[ ] TRANSITION REPORT UNDER 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 small business issuer as specified in its charter)
Delaware 11-2882328
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
7840 Montgomery Rd., Cincinnati, OH 45236
(Address of principal executive offices)
(513) 792-9292
(Issuer's telephone number)
(Former name, former address and former fiscal year, if changed
since last report.)
Check whether the issuer (1) filed all reports required to be filed
by Section 3 or 15(d) of the Exchange Act during the past 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
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Check whether the registrant filed all documents and reports
required to be filed by sections 12, 13 or 15(d) of the Exchange Act
after the distribution of securities under a plan confirmed by a
court.
Yes No
APPLICABLE ONLY TO CORPORATE ISSUERS:
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date:
19,617,875 at July 31, 1996
Transitional Small Business Disclosure Format (check one):
Yes No X
<PAGE>
LCA-VISION INC.
INDEX
Page No.
Facing Sheet 1
Index 2
Part I. Financial Information
Item 1. Financial Statements.
Unaudited Condensed Consolidated
Balance Sheet, June 30, 1996 3
Unaudited Condensed Consolidated Statements
of Operations for the Three
and Six Months ended June 30, 1996 and 1995 4
Unaudited Condensed Consolidated Statements of
Cash Flows for the Three and Six Months ended
June 30, 1996 and 1995 5
Notes to Unaudited Condensed Consolidated
Financial Statements 6
Item 2. Management's Discussion and
Analysis of Financial Condition and Results
of Operations 9
Part II. Other Information 11
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults upon Senior Securities
Item 4. Submission of Matters to a Vote of
Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
Signatures 13
<PAGE>
LCA-VISION INC.
Condensed Consolidated Balance Sheet
June 30, 1996
(unaudited)
ASSETS
Current Assets
Cash and cash equivalents $ 950,017
Accounts receivable, net of allowance for
doubtful accounts of $206,975 1,934,637
Supplies inventory, prepaid expenses and other 1,137,066
Total current assets 4,021,720
Property and equipment, net 9,102,613
Investment in unconsolidated affiliates 448,483
Other assets 659,497
----------
Total assets $14,232,313
==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 549,532
Bank line of credit 384,000
Accrued liabilities 1,111,420
Current portion of long-term debt 600,580
Deferred revenue 669,036
---------
Total current liabilities 3,314,568
Long-term debt, net of current portion 5,727,790
Note payable to shareholder 4,038,064
-----------
Total liabilities $13,080,422
===========
Stockholders' Equity
Class A Preferred stock - authorized 1,688 shares,
$.001 par value; 1,688 shares issued and outstanding 7
Class B Preferred stock - authorized 5,000,00 shares
Common stock - authorized 110,000,000 shares, $.001
par value; 19,617,875 shares issued and outstanding 78,471
Paid-in capital 3,077,642
Retained (deficit) (2,011,976)
Translation adjustment 7,747
-----------
Total stockholders' equity $ 1,151,891
-----------
Total liabilities and stockholders' equity $14,232,313
===========
The Notes to Condensed Consolidated Financial Statements are an
integral part of this statement.
<PAGE>
LCA-VISION INC.
Condensed Consolidated Statements of Operations
for the Three and Six months ended June 30, 1996 and 1995
(unaudited)
For the Three For the Six
Months Ended Months Ended
June 30, June 30,
1996 1995 1996 1995
Net revenue $3,525,772 $3,183,497 $ 7,211,476 $6,538,370
Direct operating expenses 1,645,454 1,340,109 3,352,785 3,003,163
Selling, general and
administrative 2,093,348 1,356,864 4,201,374 2,613,119
Pre-opening expenses 87,444
Depreciation and
amortization 420,414 237,698 782,410 496,261
--------- ---------- --------- ---------
Operating profit (loss) (633,444) 248,826 (1,212,537) 425,827
Equity in income (loss) of
unconsolidated affiliates (178,420) (7,241) (504,342)
Interest expense 178,909 47,300 342,486 81,637
Interest income 21,133 34,735 48,037 68,035
Other 64,144 (41,311) 66,345 (95)
Gain on sale of investment
in unconsolidated affiliate 545,903
-------- -------- -------- --------
Income (loss) before
income taxes (905,496) 187,709 (1,399,080) 412,130
Income taxes (benefit) 47,065 77,593
-------- -------- --------- --------
Net income (loss) $ (952,561) $ 187,709 $(1,476,673) $ 412,130
========= ======== ========== ========
Net income (loss) per
share $ ($0.06) $ ($0.07)
========== ===========
If the Company had been subject to income taxes, net income would be:
Historical net income $ 187,709 $ 412,130
Provision for income taxes 74,081 156,609
--------- --------
Net income $ 113,628 $ 255,521
========= =========
Pro forma net income
per share $ 0.11 $ 0.25
---------- ---------
Average shares
outstanding 19,617,821 1,000,000 $19,617,821 1,000,000
The Notes to Condensed Consolidated Financial Statements are
an integral part of this statement.
<TABLE>
LCA-VISION INC.
Condensed Consolidated Statements of Cash Flows
for the Three and Six months ended June 30, 1996 and 1995
(unaudited)
<CAPTION>
For the Three Months For the Six Months
Ended Ended
June 30, June 30,
1996 1995 1996 1995
<S> <C> <C> <C> <C>
Cash flows provided (used) by operating activities:
Net income (loss) $ (952,561) $ 187,709 $(1,476,673) $ 412,130
Adjustments to reconcile net income
(loss) to net cash
provided (used) by operating activities:
Depreciation and amortization 420,414 237,698 782,410 496,261
Equity in earnings of affiliates 178,420 7,217 504,342 7,243
(Gain) loss on sale of investment
in unconsolidated affiliate 63,492 (545,903) 63,751
Write down of intangible assets 106,772
(Gain) on property disposal (50,630) (1,000) (50,630) (46,691)
Changes in operating assets and liabilities
(Increase) Decrease in:
Accounts receivable 307,602 365,785 (62,924) (63,615)
Other current assets 39,553 309,740 261,683 491,742
Increase (Decrease) in:
Accounts payable (24,201) (469,119) (190,716) 48,669
Accrued liabilities 80,609 (138,129) 324,990 (9,810)
Deferred revenue 5,257 72,656 165,368 341,621
-------- ---------- --------- --------
Net cash provided (used) by operating activities 4,463 636,049 (181,281) 1,741,301
-------- ---------- --------- ---------
Cash flows from investing activities:
Purchase of property and equipment (546,821) (441,413) (1,490,571) (1,024,351)
Proceeds from sales of equipment 28,500 25,768 28,500 110,211
Proceeds from sale of investment in affiliate 1,000,000 1,000,000
Acquisition of intangibles (5,475) (56,439)
Investment in unconsolidated affiliates (126,394) (933,333)
-------- -------- ---------- --------
Net cash provided(used)in investing activities 355,285 (421,120) (1,395,404) (970,579)
-------- --------- ----------- --------
Cash flows from financing activities:
Borrowing (Repayment)--long-term debt
obligations (85,855) 729,794 (116,433) 717,068
Repayment of notes payable shareholders (150,000) (337,705)
Borrowings from bank line of credit (218,000) 384,000
Distribution to stockholders (656,340) (842,465)
Other (688) 9,689
------ -------- ------ ---------
Net cash from financing activities (454,543) 73,454 (60,449) (125,397)
--------- -------- -------- ---------
Increase (decrease) in cash (94,795) 288,383 (1,637,134) 645,325
Cash and cash equivalents, beginning of period 1,044,812 2,218,253 2,587,151 1,861,311
---------- --------- --------- ---------
Cash and cash equivalents, end of period $ 950,017 $2,506,636 $ 950,017 $2,506,636
</TABLE>
The Notes to Condensed Consolidated Financial Statements are an integral
part of this statement.
<PAGE>
LCA-VISION INC.
Notes to Condensed Consolidated Financial Statements
Three and Six Months Ended June 30, 1996 and 1995
(unaudited)
1. Description of Business and Basis of Presentation
LCA-Vision Inc. ("LCA-Vision" or the "Company") is a comprehensive
healthcare services company which establishes and provides ongoing
management of laser and other minimally invasive surgery programs
for health systems and medical centers. At June 30, 1996, the
Company provided these services to 31 hospitals and medical centers
throughout the United States.
In 1995, management positioned the Company to provide an ophthalmic
excimer laser surgery procedure (photorefractive keratectomy or PRK)
to correct nearsightedness in individuals by acquiring in August the
minority interest, 33%, of Toronto Laservision Centre (1992), Inc.
("Centre") and establishing in December two centers in the United
States. At June 30, 1996, the Company has eight eyecare centers in
operation--seven in the United States, four of which are
wholly-owned, and the Centre.
On September 29, 1995, LCA-Vision merged with Laser Centers of
America, Inc. ("LCA"). At the time of the merger, two shareholders
together owned 92% of the outstanding voting stock of LCA-Vision and
100% of LCA. At the time of its acquisition by the LCA shareholders
in July 1995, LCA-Vision was inactive and non-operational. These
financial statements reflect the historical financial position and
results of operation of LCA, except for the shareholders' equity,
which has been restated to reflect the capital structure of
LCA-Vision at the time of the merger. All share information in the
financial statements has been restated to give effect to this change
in the Company's capital structure.
Immediately prior to the merger of LCA and LCA-Vision, LCA
distributed $6,390,772 to its shareholders representing a portion of
the S Corporation earnings previously included in the taxable income
of the shareholders. The shareholders, utilizing the proceeds of
the distribution, immediately acquired $2,000,000 of common stock of
the Company for cash and lent a total of $4,390,772, receiving in
return two promissory notes with interest at 6.91% which become due
and payable in full on September 26, 2005. Any or all amounts due
under the promissory notes may be prepaid at any time, without
penalty. The total amount owed to the shareholders including
accrued interest was $4,261,182 at June 30, 1996. Interest expense
on the notes payable shareholders was approximately $70,849 and
$145,659 for the three and six months ended June 30, 1996,
respectively.
Pro Forma Data
Prior to the merger, the Company elected to be treated as an S
Corporation for income tax purposes. As a result, federal and
certain state income taxes were paid by the shareholders.
Pro forma income taxes and net income are presented as if the
Company has terminated its S Corporation election as of January 1,
1995. The pro forma income taxes are based on a 38% effective rate.
Pro forma net income per share is based on 1,000,000 shares of
common stock outstanding, reflecting the recapitalization for the
merger.
2. Stock Split
On June 3, 1996, the stockholders approved a one-for-four reverse
stock split of the Company's Common Stock and Preferred Stock. All
references in the financial statements to share and per share data
have been restated to reflect the stock splits.
3. Significant Accounting Policies
The June 30, 1996 and 1995 financial data are unaudited; however, in
the opinion of the Company, such data include all adjustments,
consisting only of normal recurring adjustments, necessary for a
fair statement of the interim periods.
Principles of consolidation
The consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiary since its date of
acquisition, August 31, 1995. All significant intercompany
transactions are eliminated.
Use of estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts in the financial
statements and accompanying notes. Actual results could differ from
these estimates.
Pre-opening costs
Costs associated with the opening of a new eyecare surgical center
are expensed during the first full month of the Center's operation.
Earnings per share
Net income (loss) per share is based upon the weighted average
number of common shares outstanding during the periods presented.
Common stock equivalents (stock options and stock appreciation
rights) are anti-dilutive and are not included in the calculation.
Reclassifications
To conform with the presentation for the six months ended June 30,
1996, certain amounts for the three months ended March 31, 1996,
were reclassified. This reclassification has no effect on net
income for either period.
4. Acquisition
On August 31, 1995, the Company acquired the minority interest (33%)
of the Centre for approximately $140,000. The Company previously
owned 67% of the Centre; however, it did not have control of the
activities or the business affairs of the Centre because of the
terms of a shareholders' agreement. Accordingly, the Company
recorded its investment in the Centre using the equity method until
August 31, 1995, at which time the acquisition was accounted for as
a purchase and consolidated in the financial statements of the
Company.
5. Investments in Unconsolidated Affiliates
In 1996, the Company sold its investment in Continuum Biomedical,
Inc., which had been accounted for using the equity method, for
$970,000; resulting in a gain of $545,903. Proceeds from the sale
were received in April, 1996.
In the first quarter 1996, the Company entered into agreements to
form limited liability companies (Baltimore LLC and Savannah LLC) to
operate PRK centers in the respective cities. The Company paid
$400,000 for a 40% interest in Baltimore LLC and $333,333 for a 33%
interest in Savannah LLC.
The Company accounts for its investment in these limited liability
companies, as well as its investment in another limited liability
company, using the equity method. The Company's share of losses
incurred by its three unconsolidated affiliates was $178,420 and
$504,342 for the three and six months ended June 30, 1996,
respectively.
6. Preferred Stock
At the Annual Meeting of Stockholders held on June 3, 1996, the
stockholders approved an Amendment to the Certificate of
Incorporation to decrease the number of authorized shares of Class
A Preferred Stock from 10,000,000 shares to 1,688 shares. The
stockholders also approved an amendment to the Certificate of
Incorporation which creates and authorizes the Company to issue
5,000,000 shares of an additional class of preferred stock ("Class
B Preferred Stock"). The Board of Directors have discretion to
determine the terms of the Class B Preferred Stock without further
stockholder approval; however, in no event will the holders of Class
B Preferred Stock be granted voting rights superior to the voting
rights of any other existing class of stock authorized for issuance
by the Company.
7. Stock Options
During the three months ended June 30, 1996, the Company issued
options for 150,000 shares of its common stock under the LCA-Vision
Inc. Director's Nondiscretionary Stock Option Plan. The exercise
price for these options is $8.00 per share. The Company also issued
options for 1,410,500 shares of its common stock under the
LCA-Vision Inc. 1995 Long-Term Stock Incentive Plan. The exercise
price for these options is $5.25 per share.
8. Related Party Transactions
LCA-Vision provides certain administrative services and leases 9,700
square feet of space to a surgery center that has as its majority
owner the Company's principal stockholder. For the three and six
months ended June 30, 1996, the Company recorded rent and service
income of $55,270 and $134,470, respectively, and has an account
receivable from the surgery center of $136,470 at June 30, 1996.
During the first quarter 1996, the surgery center repaid $181,000 of
advances for equipment that the Company had recorded in other
current assets at December 31, 1995.
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
In July 1995, the stockholders of Laser Centers of America, Inc.
("LCA") acquired control of an inactive corporation, Maxoil
Incorporated, which then changed its name to LCA-Vision Inc.
("LCA-Vision" or the "Company").
LCA-Vision was inactive and non-operational at the time of its
acquisition by the LCA stockholders in July 1995. On August 31,
1995, the Company acquired the minority interest of Toronto
Laservision Centre (the "Centre"). LCA previously owned 67% of the
Centre; however, it did not have control of the activities or the
business affairs of the Centre and, accordingly, recorded its
investment using the equity method until August 31, 1995. The
operations of the Centre since August 31, 1995, are included in the
consolidated financial statements of the Company. The Centre
provides corrective eye surgery using laser technology.
On September 29, 1995, LCA merged with LCA-Vision. At the time of
the merger, two stockholders together owned 92% of the outstanding
voting stock of LCA-Vision and 100% of LCA.
Immediately prior to the merger of LCA and LCA-Vision, LCA issued a
dividend of $6.4 million to its stockholders representing a portion
of the S Corporation earnings previously included in the taxable
income of the stockholders. Prior to the merger, the LCA
stockholders, utilizing the proceeds of their dividends, purchased
$2 million worth of LCA-Vision Common Stock at $2.00 per share and
loaned approximately $4.4 million to LCA-Vision for which the
stockholders received long-term promissory notes for the principal
amount of the loan plus interest at 6.91%. The promissory notes
become due and payable on September 26, 2005, but any and all
amounts due under the promissory notes may be prepaid without
penalty at any time.
Liquidity and Capital Resources
LCA-Vision's principal capital requirements include working capital
for the financing of accounts receivable from its hospital surgery
management contracts, the continuing development of marketing
programs for its refractive eyecare surgery centers, and the
equipping and furnishing new refractive eyecare surgery centers.
The Company has historically financed its operations through bank
borrowings and internally-generated funds. At June 30, 1996, the
Company has $950,017 in cash and temporary investments which it
plans to use to maintain its existing business and for expansion
into the refractive eyecare center business. The Company also has
an $8 million bank line of credit for use in meeting its working
capital requirements. At June 30, 1996, there were borrowings of
$384,000 outstanding under this line of credit. Borrowings under
the line of credit are collateralized by the assets of the Company.
The Company expects the refractive eyecare surgery centers to become
its primary business focus. Each center costs between $1 and $2
million to equip and furnish -- the actual cost varies depending on
the configuration of each center, costs incurred for leasehold
improvements, costs of furnishing, and equipment costs. The Company
has been able to finance the costs of the lasers through a leasing
company. The remaining costs have been funded through working
capital or by forming operating companies with another investor(s)
- -- principally hospitals and certain physicians.
Since December 1, 1995, the Company has opened eight (8) centers
(two in December) -- four wholly-owned and four with investors.
Four new centers -- Buffalo, New York; Charlotte, North Carolina;
Columbus, Ohio; and Ft. Erie, Ontario, Canada -- are slated to open
toward the end of the third quarter 1996. Management is currently
evaluating its plans to have up to twenty (20) centers opened by
December 31, 1996. In anticipation of this expansion management is
actively exploring financing options including: use of the line of
credit; public offering or private placement of equity or debt;
lease financing of capital equipment; or some combination of these.
There is no assurance that the Company can raise sufficient capital
to fund this expansion of centers and may be required to reduce the
number of planned new centers.
The Company had working capital of $707,152 at June 30, 1996, a
decrease of $1,143,658 from the amount at March 31, 1996. $970,000
of the decrease resulted from the collection of the account
receivable at March 31, 1996, related to the sale of stock of an
investment in an unconsolidated affiliate.
Results of Operations
Net revenue for the three months ended June 30, 1996 and 1995, were
$3,525,772 and $3,183,497, respectively. Net revenues for the six
months ended June 30, 1996 and 1995, were $7,211,476 and $6,538,370,
respectively.
Even though the number of hospitals under management contract
declined since June 30, 1995, the Company's revenues increased for
both the three and six months ended June 30, 1996, as compared to
the comparable periods in 1995. The increase is due primarily to
the rollout of eyecare surgery centers and the acquisition of the
minority interest in the Toronto center.
The refractive eyecare center business is becoming the primary focus
of the Company. The composition of future revenues is expected to
change. Revenues from hospital-based multi-specialty centers will
be less significant to the Company while revenues from refractive
eyecare centers are expected to increase. The extent and degree of
the shift in the Company's future revenues are subject to
significant uncertainty and depend on the Company's ability to
market and sell new and renewal multi-specialty center contracts as
well as obtain consumer acceptance of the PRK procedure.
The Company's change in focus from a contract manager of laser and
minimally invasive surgery programs to an owner and operator of
eyecare surgery centers has resulted in increased direct operating
costs and selling and administrative expenses. The primary
increases are due to additional personnel needed for the eyecare
surgery centers and the marketing efforts required to educate both
consumers and the medical community about the photorefractive
keratectomy (PRK) procedure. It is anticipated that interest and
sales should build as the public learns more about this procedure,
but this educational effort results in increased marketing costs.
Depreciation and amortization increased due to the increased capital
expenditures required to equip and furnish the eyecare surgery
centers. Interest expense increased due to the increased borrowings
related to the capitalized leases for the lasers and the loans from
the principal shareholders. The gain on the sale of investment in
unconsolidated affiliate is the difference between the net selling
price and the carrying value using the equity method of accounting
for the Company's investment in Continuum Biomedical, Inc.
The Company had a net loss of $952,561 for the three months ended
June 30, 1996, compared to net income of $187,709 for the three
months ended June 30, 1995. The Company had a net loss of
$1,476,673 for the six months ended June 30, 1995, compared to net
income of $412,130 for the three months ended June 30, 1995. The
losses are due to the opening of the eyecare surgery centers and the
reduced number of hospital-based surgery programs the Company
manages.
Part II. Other Information.
Item 1. Legal Proceedings
None
Item 2. Changes in Securities.
None
Item 3. Defaults upon Senior Securities.
None
Item 4. Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Stockholders was held on June 3, 1996.
Stockholders were solicited for the purpose of voting on three
issues. More than 93.22% of the 19,617, 821 issued and outstanding
shares were represented at the meeting either in person or by proxy.
The results of the voting on each follows.
1. Elected the following directors to serve until the 1997 Annual
Meeting:
Withhold
Nominee Number For Authority
Stephen N. Joffe 18,300,712 2,348
Sandra F.W. Joffe 18,300,712 2,348
Craig P.R. Joffe 18,300,712 2,348
John C. Hassan 18,300,712 2,348
David M. Schneider 18,300,712 2,348
2. Approved an amendment to the Company's Certificate of
Incorporation which authorizes the Company to issue a new class of
preferred stock of the Company and decreases the number of shares of
the existing class of Preferred Stock the Company is authorized to
issue.
Number for: 18,294,358
Number against: 5,782
Number abstaining: 2,795
3. Approved an amendment to the Company's Certificate of
Incorporation to effect a one-for-four reverse stock split of the
Company's Common Stock and the Company's Preferred Stock.
Number for: 18,288,497
Number against: 10,563
Number abstaining: 4,000
Item 5. Other Information.
None
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
Exhibit 11 Computation of Per Share Earnings (Loss)
Exhibit 27 Financial Data Schedule
(b) Reports on Form 8-K.
None
Signatures
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereto duly authorized.
LCA-VISION INC.
Date: August 13, 1996 /s/ Stephen N. Joffe
Stephen N. Joffe
President and
Chief Executive Officer
Date: August 13, 1996 /s/ Larry P. Rapp
Larry P. Rapp
Chief Financial Officer
Exhibit 11
<TABLE>
<CAPTION>
LCA-VISION INC.
Computation of Per Share Earnings (Loss)
For the Three and Six Months Ended
June 30, 1996 and 1995
For the Three For the Six
Months Ended Months Ended
June 30, June 30,
1996 1995 1996 1995
<S> <C> <C> <C> <C>
Primary Earnings:
Net income (loss) $ (952,561) $ 187,709 $(1,476,673) $ 412,130
Pro forma income
tax expense 74,081 156,609
___________ ________ ____________ _________
Proforma net
income (loss) $ (952,561) $ 113,628 $(1,476,673) $ 255,521
____________ ________ _____________ _________
Shares:
Weighted average number of
common shares outstanding 19,617,821 1,000,000 19,617,821 1,000,000
Additional shares assuming
exercise of stock options (a) (a)
---------- --------- ------------- ----------
Average common shares
and equivalents, as adjusted 19,617,821 1,000,000 19,617,821 1,000,000
----------- --------- ------------- ------------
Earnings (loss) per share $ (0.06) $ 0.11 $ (0.07) $ 0.25
<FN>
(a) Net loss per share is based on outstanding common shares. Assuming
exercise of options would be anti-dilutive since an increase in the number
of shares assumed to be outstanding would reduce the amount of the loss per
share.
</FN>
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE LCA-VISION INC.
CONDENSED CONSOLIDATED BALANCE SHEET AT JUNE 30, 1996, AND THE RELATED CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 1996,
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 950017
<SECURITIES> 0
<RECEIVABLES> 2141612
<ALLOWANCES> 206975
<INVENTORY> 633218
<CURRENT-ASSETS> 4,021,720
<PP&E> 11,598,547
<DEPRECIATION> 2,495,934
<TOTAL-ASSETS> 14,232,313
<CURRENT-LIABILITIES> 3,314,568
<BONDS> 5,727,790
0
7
<COMMON> 78,471
<OTHER-SE> 1,073,413
<TOTAL-LIABILITY-AND-EQUITY> 14,232,313
<SALES> 55,564
<TOTAL-REVENUES> 3,525,772
<CGS> 23,925
<TOTAL-COSTS> 1,645,454
<OTHER-EXPENSES> 3,440,229
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 178,909
<INCOME-PRETAX> (905,496)
<INCOME-TAX> 47,065
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (952,561)
<EPS-PRIMARY> (0.06)
</TABLE>
