SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT TO CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): September 16, 1996
(July 3, 1996)
LASERSIGHT INCORPORATED
-----------------------
Exact name of registrant as specified in its charter
Delaware
--------
State or other jurisdiction of incorporation
0-19671 65-0273162
- ---------------------- ----------------------------------
Commission File Number I.R.S. Employer Identification No.
12161 Lackland Road, St. Louis, Missouri 63146
----------------------------------------------
Address of Principal Executive Offices
Registrant's telephone number, including area code: (314) 469-3220
--------------
<PAGE>
Item 7. Financial Statements and Exhibits
---------------------------------
a) Financial Statements.
The following financial statements are filed with this report.
1) Eye Diagnostics and Surgery, P.A. d/b/a Northern New Jersey Eye
Institute and Cataract Hotline, Inc. Combined Balance Sheets as of
December 31, 1995 and June 30, 1996 and the related Statements of
Operations, Stockholders' Equity and Cash Flows for the year ended
December 31, 1995 and the six months ended June 30, 1995 and 1996, and
the Independent Auditors' Report on Financial Statements as of and for
the year ended December 31, 1995.
b) Pro Forma Financial Information.
The following unaudited pro forma condensed combined financial statements
are filed with this report, beginning on page 11:
1) LaserSight Incorporated Unaudited Pro Forma Condensed Combined Balance
Sheet as of June 30, 1996.
2) LaserSight Incorporated Unaudited Pro Forma Condensed Combined Statement
of Operations for the six months ended June 30, 1996.
3) LaserSight Incorporated Unaudited Pro Forma Condensed Combined Statement
of Operations for the year ended December 31, 1995.
4) Notes to Unaudited Pro Forma Condensed Combined Financial Statements.
c) Exhibits
Consent of Independent Certified Public Accountants for the inclusion of
their report dated July 17, 1996 in this Form 8-K/A. See page 15.
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 hereunto duly authorized.
LaserSight Incorporated
Date: September 16, 1996 By: /s/Gregory L. Wilson
-------------------------
Gregory L. Wilson
Chief Financial Officer
<PAGE>
Independent Auditors' Report
----------------------------
Board of Directors
Eye Diagnostics and Surgery, P.A.
d/b/a Northern New Jersey Eye Institute and Cataract Hotline, Inc.:
We have audited the accompanying combined balance sheets of Eye Diagnostics and
Surgery, P.A. d/b/a Northern New Jersey Eye Institute and Cataract Hotline, Inc.
(collectively the Company) as of December 31, 1995, and the related combined
statements of operations, stockholders' equity, and cash flows for the year then
ended. These combined financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
combined financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the financial position of Eye Diagnostics and
Surgery, P.A. d/b/a Northern New Jersey Eye Institute and Cataract Hotline, Inc.
and the results of their operations and their cash flows for the year then ended
in conformity with generally accepted accounting principles.
/s/KPMG Peat Marwick, LLP
- -------------------------
St. Louis, Missouri
July 17, 1996
<PAGE>
<TABLE>
<CAPTION>
Eye Diagnostics and Surgery, P.A.
d/b/a Northern New Jersey Eye Institute
and Cataract Hotline, Inc.
Combined Balance Sheets
Assets December 31, 1995 June 30, 1996
----------------- ---------------
<S> <C> <C>
(unaudited)
Current assets:
Cash $290,327 $1,027
Patient accounts receivable, net of allowance for
contractual adjustments and uncollectible accounts of
$147,079 and $145,714, respectively 333,077 414,726
Other assets 10,014 15,311
----------------- ---------------
Total current assets 633,418 431,064
Property and equipment, net:
Equipment 108,120 239,442
Furniture and fixtures 3,489 11,949
----------------- ---------------
111,609 251,391
Less: accumulated depreciation 63,590 82,581
----------------- ---------------
48,019 168,810
Goodwill, net -- 125,222
----------------- ---------------
$681,437 $725,096
================= ===============
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $105,417 $ 87,139
Accrued payroll 45,529 28,856
Deferred income taxes 71,202 119,492
Loan payable -- 88,220
Loan payable - related party 300,000 183,401
----------------- ---------------
Total current liabilities 522,148 507,108
Stockholders' equity:
Common stock, Eye Diagnostics and Surgery, P.A.,
No par value, 1,000 shares authorized.
200 shares issued and outstanding. -- --
Common stock, Cataract Hotline, Inc.,
No par value, 2,500 shares authorized.
50 shares issued and outstanding. -- --
Additional paid-in-capital 53,500 53,500
Retained earnings 105,789 164,488
----------------- ---------------
Total stockholders' equity 159,289 217,988
----------------- ---------------
$681,437 $725,096
================= ===============
<FN>
See accompanying notes to combined financial statements.
</FN>
</TABLE>
<TABLE>
<CAPTION>
<PAGE>
Eye Diagnostics and Surgery, P.A.
d/b/a Northern New Jersey Eye Institute
and Cataract Hotline, Inc.
Combined Statements of Operations
Year Ended Six Months Ended
----------------
December 31, 1995 June 30, 1995 June 30, 1996
------------------ ------------------ -----------------
(unaudited) (unaudited)
<S> <C> <C> <C>
Net patient service revenue $3,822,034 $1,606,049 $1,667,080
Operating expenses:
Physician salaries and benefits 1,426,499 484,093 147,758
Non-physician salaries and benefits 1,345,751 638,715 709,262
Operating room supplies 252,473 132,615 126,850
General and administrative 956,935 416,230 569,488
------------------- ------------------ ------------------
Total operating expenses 3,981,658 1,671,653 1,553,358
------------------- ------------------ ------------------
Income (loss) from operations (159,624) (65,604) 113,722
Other income (expense) 22,743 10,622 (19,046)
------------------- ------------------ ------------------
Income (loss) before income taxes (136,881) (54,982) 94,676
Income tax expense (benefit) (57,885) (23,251) 35,977
------------------- ------------------ ------------------
Net income (loss) $ (78,996) $ (31,731) $ 58,699
=================== ================== ==================
<FN>
See accompanying notes to combined financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Eye Diagnostics and Surgery, P.A.
d/b/a Northern New Jersey Eye Institute
and Cataract Hotline, Inc.
Combined Statements of Stockholders' Equity
Additional
Paid-In Retained
Capital Earnings Total
--------------------- ----------------- ------------------
<S> <C> <C> <C>
Balance at December 31, 1994 $ 3,500 $ 184,785 $ 188,285
Additional investment by owners 50,000 -- 50,000
Net loss -- (78,996) (78,996)
--------------------- ----------------- ------------------
Balance at December 31, 1995 53,500 105,789 159,289
Net income (unaudited) -- 58,699 58,699
--------------------- ----------------- ------------------
Balance at June 30, 1996 (unaudited) $ 53,500 $ 164,488 $ 217,988
===================== ================= ==================
<FN>
See accompanying notes to combined financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Eye Diagnostics and Surgery, P.A.
d/b/a Northern New Jersey Eye Institute
and Cataract Hotline, Inc.
Combined Statements of Cash Flows
Year Ended Six Months Ended
----------------
December 31, 1995 June 30, 1995 June 30, 1996
---------------------- --------------------- --------------------
(unaudited) (unaudited)
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) $ (78,996) $ (31,731) $58,699
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Depreciation 23,483 11,113 18,991
Decrease (increase)in accounts receivable, net 65,534 144,717 (81,649)
Increase in other assets (10,000) -- (5,297)
Increase (decrease) in accounts payable 57,959 32,486 (18,278)
Increase (decrease) in payroll accrual 12,174 1,654 (16,673)
Decrease (increase) in deferred income taxes (57,885) (70,800) 48,290
----------------- ------------------ -----------------
Net cash provided by operating activities 12,269 87,439 4,083
Cash flows from investing activities : (19,193) (9,089) (139,782)
Purchases of property and equipment
Purchase of physician practice -- -- (125,222)
----------------- ------------------ ------------------
Net cash used in investing activities (19,193) (9,089) (265,004)
Cash flows from financing activities:
Repayment of loans payable - related party (181,309) (138,678) (116,599)
Proceeds from loans payable - related party 335,000 35,000 --
Proceeds from loan payable -- -- 88,220
Proceeds from additional investment by owners 50,000 50,000 --
----------------- ------------------ ------------------
Net cash provided by financing activities 203,691 (53,678) (28,379)
Increase (decrease) in cash 196,767 24,672 (289,300)
Cash:
Beginning of period 93,560 93,560 290,327
----------------- ------------------ ------------------
End of period $ 290,327 $ 118,232 $ 1,027
================= ================== ==================
<FN>
See accompanying notes to combined financial statements.
</FN>
</TABLE>
<PAGE>
Eye Diagnostics and Surgery, P.A.
d/b/a Northern New Jersey Eye Institute
and Cataract Hotline, Inc.
Notes to Combined Financial Statements
December 31, 1995 and June 30, 1996 (unaudited)
Note 1 - Description of Business
Eye Diagnostics and Surgery, P.A. d/b/a Northern New Jersey Eye Institute (EDS)
is an ophthalmic practice comprised of three ophthalmologists, two of which are
trained to perform photorefractive keratectomy, and an ambulatory surgery
center. Cataract Hotline, Inc. (CH) operates a transportation service for
patients at EDS. In combination, these two entities are collectively referred to
herein as "the Company".
Note 2 - Summary of Significant Accounting Policies
Basis of Presentation
- ---------------------
The combined financial statements of the Company include the accounts of EDS and
CH. All significant intercompany transactions have been eliminated.
The combined balance sheets as of June 30, 1996 and the combined statements of
operations, stockholders' equity and cash flows the six month periods ended June
30, 1996 and 1995 (interim financial information) have been prepared by the
Company and are unaudited. In the opinion of the Company, the interim financial
information includes all adjustments, consisting of only normal recurring
adjustments, necessary for a fair statement of the results of the interim
periods. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted from the interim financial
information. The interim financial information should be read in conjunction
with the Company's December 31, 1995 audited combined financial statements
appearing herein. The results for the six month periods ended June 30, 1996 and
1995 may not be indicative of operating results for the full year.
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 of assets and liabilities and disclosure of contin-
gent assets and liabilities at the date of the combined financial statements.
Estimates also affect the reported amounts or revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Income Taxes
- ------------
EDS recognizes deferred tax liabilities and assets for the expected future tax
consequences of events that have been included in the financial statements or
tax returns. Deferred tax liabilities and assets are determined based on the
difference between the financial statement and tax bases of assets and
liabilities using enacted tax rates in effect for the year in which the
differences are expected to reverse.
As CH is a subchapter S corporation for IRS purposes, with the operating results
of CH included in the income tax return of its shareholder, no provision has
<PAGE>
been made in the accompanying combined financial statements for income taxes as
they relate to the operations of CH.
Net Patient Service Revenue
- ---------------------------
Net patient service revenue consists primarily of charges for patient services
rendered by the physicians based on established billing rates less allowance and
discounts for patients covered by contractual programs. Payments received under
these programs, which are based largely on predetermined rates, are generally
less than the established billing rates and the differences are recorded as
contractual allowances or policy discounts. Net patient service revenue is net
of contractual adjustments and policy discounts of approximately $1,101,000 for
the year ended December 31, 1995.
Credit Risk
- -----------
The carrying amounts of all asset and liability financial instruments
approximate their estimated fair values at December 31, 1995. Fair value of a
financial instrument is defined as the amount at which the instrument could be
exchanged in a current transaction between willing parties.
The Company grants credit to patients, substantially all of whom reside in the
Company's service area of northern New Jersey. The Company generally does not
require collateral or other security in extending credit to patients; however,
it routinely obtains assignment of (or is otherwise entitled to receive)
patients' benefits payable under their health insurance programs, plans or
policies (e.g., Medicare, Medicaid, Blue Cross, preferred provider arrangements
and commercial insurance policies).
At December 31, 1995, approximately 80% of patient accounts receivable were
collectible from governmental payers (including Medicare and Medicaid).
Property and Equipment
- ----------------------
Property and equipment are stated at cost and are depreciated using the
double-declining balance method over the estimated lives of the assets, three to
seven years for equipment and seven years for furniture and fixtures.
Note 3 - Employee Benefit Plan
The Company sponsored a 401(k) employee benefit plan for substantially all full
time employees. The plan did not provide for employer contributions. Effective
April 19, 1996, the plan was terminated.
Note 4 - Loan Payable - Related Party
Loan payable-related party represents the balance due on an unsecured promissory
note between the Company and a stockholder of EDS, dated January 1, 1995 which
functions as a line of credit. The promissory note bears an annual rate of
interest of prime plus 1 1/2% (10.25% at December 31, 1995). The weighted
average interest rate for borrowings during 1995 was 10.4%. Principal is payable
on demand with interest to be paid monthly. Interest paid during 1995 was
$7,160.
<PAGE>
Also during 1995 CH repaid a promissory note to the spouse of an owner of EDS.
The original amount of the note was $15,000 with interest thereon at 8.5% per
annum. Interest paid during 1995 was $1,380.
Note 5 - Income Taxes
The components of the income tax benefit for the year ended December 31, 1995
are deferred federal and state taxes of $49,202 and $8,683, respectively and
result from the reduction of deferred income tax liabilities. Deferred income
tax liabilities of $71,202 as of December 31, 1995 represent the cumulative
adjustment of cash basis to accrual basis accounting for EDS. The effective tax
rate differs from the statutory U.S. Federal rate primarily due to state tax
benefits.
Note 6 - Leases
Rent expense for the year ended December 31, 1995 totaled $358,965. Of this
total rent expense, $334,632 relates to office space and medical equipment
leased from a stockholder of EDS. The lease agreements with the stockholder of
EDS provide for initial terms of one year with annual renewals thereafter.
Future minimum lease payments for the next five years under noncancelable
operating leases, excluding leases with the stockholder of EDS, are as follows:
1996 $27,518
1997 15,798
1998 15,798
1999 15,798
2000 11,849
==========
Note 7 - Professional and General Liability Insurance
The Company maintains professional and general liability coverage under the
provisions of certain claims-made policies. To the extent that any claims-made
coverage is not renewed or replaced with equivalent insurance, claims based on
occurrences during the term of such coverage, but reported subsequently, would
be uninsured. Management believes, based on incidents identified through the
Company's incident reporting system, that any such claims would not have a
material effect on the Company's operations or financial position. In any event,
management anticipates that the claims-made coverage currently in place will be
renewed or replaced with equivalent insurance as the term of such coverage
expires.
Note 8 - Subsequent Event
On July 3, 1996, LSI Acquisition, Inc. (LSA) agreed to acquire substantially all
the assets of the Company and their outstanding stock. Additionally, an
agreement was reached whereby LSA will provide management services for
professional activities of the physicians formerly associated with the Company.
Concurrent with the acquisition by LSA, the physicians formerly associated with
the Company set up their practices as a professional association.
<PAGE>
<TABLE>
<CAPTION>
LASERSIGHT INCORPORATED AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
June 30, 1996
COMPANY
LASERSIGHT PRO FORMA PRO FORMA
ASSETS INCORPORATED EDS & CH* ADJUSTMENTS COMBINED
------------ --------- ----------- ---------
<S> <C> <C> <C> <C>
Cash & Equivalents $ 2,735,961 $ 1,027 $ (1,027)(1) $ 2,735,961
Receivables 9,081,183 414,726 (14,726)(2) 9,481,183
Inventory 2,774,756 - - 2,774,756
Other Current 998,401 15,311 (135,150)(9) 878,562
--------------- ---------------- ---------------- ----------------
Current Assets 15,590,301 431,064 (150,903) 15,870,462
Furniture & Equipment, net 1,162,929 168,810 808,870(3) 2,140,609
Notes Receivable, less
current portion, net 4,090,630 - - 4,090,630
Goodwill, net 8,417,186 125,222 (125,222)(9) 9,961,157
1,543,971(10)
Other Assets, net 2,196,784 - - 2,196,784
--------------- ----------------- ----------------- ----------------
TOTAL ASSETS $ 31,457,830 $ 725,096 $2,076,716 $34,259,642
=============== ================= ================= ================
LIABILITY AND STOCKHOLDERS' EQUITY
Current Liabilities $ 5,816,274 $ 507,108 $ 91,905(4) $ 6,571,886
340,000(6)
(183,401)(5)
Other Liabilities 1,334,830 - - 1,334,830
(217,988)(8)
Stockholders' Equity 24,306,726 217,988 2,046,200(7) 26,352,926
---------------- ------------------ ----------------- -----------------
Total Liabilities and
Stockholders' Equity $ 31,457,830 $ 725,096 $2,076,716 $34,259,642
================ ================== ================= =================
<FN>
* Eye Diagnostics and Surgery, P.A. d/b/a Northern New Jersey Eye Institute and Cataract Hotline, Inc.
See Notes to Unaudited Pro Forma Condensed Combined Financial Statements
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LASERSIGHT INCORPORATED AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS
Six Months Ended June 30, 1996
COMPANY PRO
LASERSIGHT PRO FORMA FORMA
INCORPORATED EDS & CH* ADJUSTMENTS COMBINED
------------ --------- ----------- --------
<S> <C> <C> <C> <C>
Revenues $10,576,250 $1,667,080 $ (74,680)(11) $12,168,650
Cost of Sales 1,464,545 - - 1,464,545
Provider Payments 1,929,496 - - 1,929,496
----------------- ---------------- ---------------- ----------------
Gross Profit 7,182,209 1,667,080 (74,680) 8,774,609
Research, Development
and Regulatory 1,047,622 - - 1,047,622
Selling, General and (30,879)(12)
Administrative 8,094,268 1,553,358 (19,073)(11) 9,597,674
----------------- ---------------- ------------------ ----------------
Operating Gain (Loss) (1,959,681) 113,722 (24,728) (1,870,687)
Other Income (Expense) 42,326 (19,046) (8,585)(13) 14,695
------------------ ---------------- ------------------ ----------------
Income (Loss) Before Taxes (1,917,355) 94,676 (33,313) (1,855,992)
Income Tax (Benefit)
Provision (660,651) 35,977 (925)(14) (625,599)
------------------ ----------------- ------------------- ----------------
Net Income (Loss) $ (1,256,704) $ 58,699 $ (32,388) $ (1,230,393)
================== ================= =================== ================
Earnings Per Common Share**
Primary ($ 0.22) ($ 0.21)
Fully Diluted ($ 0.22) ($ 0.21)
<FN>
* Eye Diagnostics and Surgery, P.A. d/b/a Northern New Jersey Eye Institute and Cataract Hotline, Inc.
** Earnings per common share includes impact of preferred dividends through June 30, 1996 of $268,020.
See Notes to Unaudited Pro Forma Condensed Combined Financial Statements
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LASERSIGHT INCORPORATED AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
Year Ended December 31, 1995
<S> <C> <C> <C> <C>
COMPANY
LASERSIGHT PRO FORMA PRO FORMA
INCORPORATED EDS & CH* ADJUSTMENTS COMBINED
------------ --------- ----------- ---------
Revenues $25,988,065 $ 3,822,034 $ (649,798)(11) $29,160,301
Cost of Sales 4,859,039 - - 4,859,039
Provider Payments 776,089 - - 776,089
--------------- -------------- --------------- --------------
Gross Profit 20,352,937 3,822,034 (649,798) 23,525,173
Research, Development and
Administrative 1,460,842 - - 1,460,842
Selling, General and (61,758)(12)
Administrative 14,339,951 3,981,658 (1,289,401)(11) 16,970,450
--------------- --------------- --------------- --------------
Operating Gain (Loss) 4,552,144 (159,624) 701,361 5,093,881
Other Income (Expense) 1,437,527 22,743 (17,170)(13) 1,443,100
--------------- --------------- --------------- --------------
Income (Loss)
Before Taxes 5,989,671 (136,881) 684,191 6,536,981
Income Tax (Benefit)
Provision 1,397,800 (57,885) 283,460(14) 1,623,375
---------------- --------------- --------------- --------------
Net Income (Loss) $ 4,591,871 $ (78,996) $400,731 $ 4,913,606
================ =============== =============== ==============
Earnings Per Common Share
Primary $ .64 $ .66
Fully Diluted $ .64 $ .66
<FN>
*Eye Diagnostics and Surgery, P.A. d/b/a Northern New Jersey Eye Institute and Cataract Hotline, Inc.
See Notes to Unaudited Pro Forma Condensed Combined Financial Statements
</FN>
</TABLE>
<PAGE>
On July 3, 1996, LaserSight Incorporated (the Company) acquired the assets of
Eye Diagnostics and Surgery, P.A. d/b/a Northern New Jersey Eye Institute
(NNJEI) and Cataract Hotline, Inc. NNJEI is an ophthalmic practice comprised of
three ophthalmologists, two of which are trained to perform photorefractive
keratectomy, and an ambulatory surgery center. Cataract Hotline, Inc.is a trans-
portation service for patients of NNJEI.
The Company acquired the assets in exchange for 205,598 shares of unregistered
common stock and a $340,000 promissory note with interest at 5.05 percent. Up to
a maximum of 102,798 additional shares may be issuable in two years if the
Company's stock price is lower than $15.00 at that time. In addition, the
Company entered into a 25-year service agreement with the physicians to provide
management, administrative, and related services. The Company will receive a
minimum management fee, after practice expenses as defined in the agreement,
totalling $1,257,000 during the first three years. Such amount is guaranteed by
the selling physicians.
The unaudited pro forma condensed combined balance sheet as of June 30, 1996 has
been prepared assuming that the acquisition had occurred as of that date. Pro
forma unaudited condensed combined statements of operations for the year ended
December 31, 1995 and the six months ended June 30, 1996 have been prepared
assuming that the acquisition had occurred as of the beginning of the respective
periods. The pro forma unaudited condensed combined statements of operations are
not necessarily indicative of results that would have occurred had the
acquisition been consummated as of the beginning of the periods presented or
that might be attained in the future.
Pro forma adjustments are as follows:
(1) To eliminate EDS and CH cash which was distributed to owners prior to the
acquisition.
(2) Purchase of receivables was capped at $400,000 per acquisition agreements.
(3) To adjust fixed assets of EDS and CH to fair market value ($227,542) and
record the purchase of furniture and equipment ($581,328) from a previous
stockholder of EDS.
(4) To accrue for acquisition costs.
(5) To eliminate owner related debt per acquisition agreements.
(6) To record issuance of $340,000 note payable.
(7) To record issuance of 205,598 unregistered shares of common stock. Fair
value of these shares aggregated $ 2,046,200.
(8) To eliminate the historical amounts of stockholders' equity of EDS and CH.
(9) To reclass unamortized preacquisition costs ($135,150)and other intangible
assets of EDS and CH ($125,222).
(10) To record goodwill, which will be amortized over 25 years.
(11) To adjust EDS and CH financial statement results to reflect provisions set
forth in acquisition agreements primarily with respect to management fees
and physician compensation between EDS and CH former owners and the
Company.
(12) To record amortization of goodwill.
(13) To reflect interest expense on $340,000 note payable at 5.05 percent.
(14) To reflect change in income taxes ( effective rate of 38% ) related to pro
forma adjustments.
<PAGE>
Independent Auditors' Consent
Board of Directors
Eye Diagnostics and Surgery, P.A.
d/b/a Northern New Jersey Eye Institute and Cataract Hotline, Inc.:
We consent to inclusion of our report dated July 17, 1996, with respect to the
combined balance sheets of Eye Diagnostics and Surgery, P.A. d/b/a Northern New
Jersey Eye Institute and Cataract Hotline, Inc. as of December 31, 1995 and the
related combined statements of operations, stockholders' equity, and cash flows
for the year ended December 31, 1995, which report appears in the Form 8-K/A of
LaserSight Incorporated dated September 16, 1996.
/s/ KPMG Peat Marwick, LLP
- --------------------------
St. Louis, Missouri
September 16, 1996
