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TLC Vision Corp · 10-Q · For 6/30/03

Filed On 8/14/03 2:48pm ET · SEC File 0-29302 · Accession Number 950134-3-11828

  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

 8/14/03  TLC Vision Corp                   10-Q        6/30/03    5:27                                     Bowne of Dallas I..01/FA

Quarterly Report · Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                      21    141K 
 2: EX-31.1     Ceo's Certification Required by Rule 13a-14(A)         2±    10K 
 3: EX-31.2     Cfo's Certification Required by Rule 13a-14(A)         2±    10K 
 4: EX-32.1     Ceo's Certification Pursuant to Section 906            1      6K 
 5: EX-32.2     Cfo's Certification Pursuant to Section 906            1      6K

10-Q · Quarterly Report
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Changes in Securities Consolidated Financial Statements Controls and Procedures Defaults Upon Senior Securities Exhibits and Reports on 8-K Form 10-Q Legal Proceedings Management's Discussion and Analysis of Financial Condition and Results of Operations Quantitative and Qualitative Disclosures about Market Risk Submission of Matter to a Vote of Security Holders
1	1st Page
"	Form 10-Q
2	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
"	Item 3. Quantitative and Qualitative Disclosures about Market Risk
"	Item 4. Controls and Procedures
"	Item 1. Legal Proceedings
"	Item 2. Changes in Securities
"	Item 3. Defaults Upon Senior Securities
"	Item 4. Submission of Matter to a Vote of Security Holders
"	Item 6. Exhibits and Reports on 8-K
3	Item 1. Consolidated Financial Statements

10-Q 1st Page of 21 TOC Top Previous Next Bottom Just 1st
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTER ENDED JUNE 30, 2003 
 COMMISSION FILE NUMBER:
 0-29302

TLC VISION CORPORATION
(Exact name of registrant as specified in its charter)

NEW BRUNSWICK, CANADA                          980151150        
(State or jurisdiction of                     (I.R.S. Employer      
incorporation or organization)                  Identification No.)     

5280 SOLAR DRIVE, SUITE 300                        L4W 5M8            
MISSISSAUGA, ONTARIO                           (Zip Code)         
(Address of principal executive offices)                                        

Registrant's telephone, including area code: (905) 602-2020           

 Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities and 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. [X] Yes [ ]No                         

   Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). [X] Yes [ ] No                      

As of August 11, 2003 there were 64,620,840 of the registrant's Common
Shares outstanding.                                                             

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 INDEX

                                                        [Enlarge/Download Table]

                                                                                     
PART I.  FINANCIAL INFORMATION                                                       

         Item 1.                Consolidated Financial Statements (unaudited)        
                                Consolidated Statements of Operations for the        
                                three and six months ended June 30, 2003 and 2002    
                                Consolidated Balance Sheets at June 30, 2003 and     
                                December 31, 2002                                    
                                Consolidated Statements of Cash Flows for the six    
                                months ended June 30, 2003 and June 30, 2002         
                                Consolidated Statement of Stockholders' Equity       
                                Notes to Interim Consolidated Financial Statements   

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

         Item 3.                Quantitative and Qualitative Disclosures about Market
                                Risk                                                 

         Item 4.                Controls and Procedures                              

PART II. OTHER INFORMATION                                                           

         Item 1.                Legal Proceedings                                    

         Item 2.                Changes in Securities                                

         Item 3.                Defaults Upon Senior Securities                      

         Item 4.                Submission of Matter to a Vote of Security Holders   

         Item 6.                Exhibits and Reports on 8-K                          

         Signatures                                                                  

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PART I. FINANCIAL INFORMATION                                                   

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS                                       

TLC VISION CORPORATION                                                          
CONSOLIDATED STATEMENTS OF                                                      
OPERATIONS (UNAUDITED)                                                          
(In thousands except per share amounts)                                         

                                                        [Enlarge/Download Table]


                                                THREE MONTHS ENDED JUNE 30,  SIX MONTHS ENDED JUNE 30,
                                                ---------------------------  -------------------------
                                                   2003           2002         2003           2002    
                                                ----------      -----------  ---------      ----------
                                                                                                      
Revenues                                                                                              
  Refractive                                                                                          
       Owned ..................................  $  12,987      $  12,874    $  28,263      $  27,448 
       Managed ................................     13,250         13,704       28,897         31,800 
       Access .................................      9,647          7,665       20,576          7,665 
  Other healthcare services ...................     11,648          8,864       23,386         13,136 
                                                 ---------      ---------    ---------      --------- 
Total revenues ................................     47,532         43,107      101,122         80,049 
                                                 ---------      ---------    ---------      --------- 
Cost of revenues                                                                                      
  Refractive                                                                                          
       Owned ..................................     10,819          9,172       22,716         19,713 
       Managed ................................      9,817          9,523       20,463         20,746 
       Access .................................      6,481          5,002       13,643          5,002 
       Reduction in fair value of capital                                                             
        assets ................................         --            915           --          1,487 
  Other healthcare services ...................      7,950          6,415       15,430          8,765 
                                                 ---------      ---------    ---------      --------- 
Total cost of revenues ........................     35,067         31,027       72,252         55,713 
                                                 ---------      ---------    ---------      --------- 
  Gross margin ................................     12,465         12,080       28,870         24,336 
                                                 ---------      ---------    ---------      --------- 

General and administrative and development ....      8,313         11,228       16,332         19,061 
Marketing .....................................      3,496          3,702        7,157          7,044 
Amortization of intangibles ...................      1,678          2,389        3,350          4,787 
Impairment of goodwill and other intangible                                                           
  assets ......................................         --         81,720           --         81,720 
Write down in the fair value of investments                                                           
  and long-term receivables ...................       (651)         4,502         (448)         5,003 
Restructuring and other charges ...............      1,720          6,340        1,720          6,991 
                                                 ---------      ---------    ---------      --------- 
                                                    14,556        109,881       28,111        124,606 
                                                 ---------      ---------    ---------      --------- 
Operating Income (Loss) .......................     (2,091)       (97,801)         759       (100,270)
  Other income and (expense):                                                                         
  Other income, net ...........................        198             --          566             -- 
  Interest expense, net .......................       (393)          (293)        (761)          (644)
  Minority interests ..........................       (961)           (67)      (2,502)          (690)
                                                 ---------      ---------    ---------      --------- 
Loss before income taxes and cumulative                                                               
  effect of accounting change .................     (3,247)       (98,161)      (1,938)      (101,604)
Income tax expense ............................       (206)          (622)        (445)          (868)
Loss before cumulative effect of accounting                                                           
  change ......................................     (3,453)       (98,783)      (2,383)      (102,472)
                                                 ---------      ---------    ---------      --------- 
Cumulative effect of accounting change ........         --        (15,174)          --        (15,174)
                                                 ---------      ---------    ---------      --------- 

Net Loss ......................................  $  (3,453)     $(113,957)   $  (2,383)     $(117,646)
                                                 =========      =========    =========      ========= 
Loss before cumulative effect of accounting                                                           
  change per share - basic and diluted ........  $   (0.05)     $   (1.93)   $   (0.04)     $   (2.29)
Cumulative effect of accounting change per                                                            
  share - basic and diluted ...................         --          (0.29)          --          (0.34)
                                                 ---------      ---------    ---------      --------- 
Net Loss per share - basic & diluted ..........  $   (0.05)     $   (2.22)   $   (0.04)     $   (2.63)
                                                 =========      =========    =========      ========= 
Weighted average number of common shares                                                              
  outstanding - basic and diluted .............     63,457         51,220       63,435         44,695 

See the accompanying notes to unaudited interim consolidated financial          
statements.                                                                     

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TLC VISION CORPORATION                                                          
CONSOLIDATED BALANCE SHEETS                                                     
(In thousands)                                                                  

                                                                [Download Table]

                                                  (UNAUDITED)                
                                                    JUNE 30,     DECEMBER 31,
                                                     2003            2002    
                                                  -----------    ------------
                                                                             
ASSETS                                                                       
Current assets                                                               
  Cash and cash equivalents ..................     $  28,626      $  36,081  
  Short-term investments .....................         1,881          1,557  
  Accounts receivable ........................        17,939         14,155  
  Prepaids and other current assets ..........        11,065          9,820  
                                                   ---------      ---------  
   Total current assets ......................        59,511         61,613  
Restricted cash ..............................         4,414          3,975  
Investments and other assets .................         2,614          2,442  
Intangibles, net .............................        26,145         29,326  
Goodwill, net ................................        43,233         40,697  
Fixed assets .................................        57,908         58,003  
                                                   ---------      ---------  
Total assets .................................     $ 193,825      $ 196,056  
                                                   =========      =========  

LIABILITIES                                                                  
Current liabilities                                                          
  Accounts payable ...........................     $   9,676      $  13,857  
  Accrued liabilities ........................        31,459         28,911  
  Current portion of long-term debt ..........         8,351          6,322  
                                                   ---------      ---------  
    Total current liabilities ................        49,486         49,090  
Other long-term liabilities ..................         6,221          9,630  
Long term-debt, less current maturities ......        17,003         15,760  
Minority interests ...........................        10,669          9,748  

SHAREHOLDERS' EQUITY                                                         
Capital stock ................................       390,893        388,769  
Treasury stock ...............................        (2,623)        (2,623) 
Option and warrant equity ....................         9,912         11,035  
Accumulated deficit ..........................      (287,736)      (285,353) 
                                                   ---------      ---------  
Total shareholders' equity ...................       110,446        111,828  
                                                   ---------      ---------  
Total liabilities and shareholders' equity ...     $ 193,825      $ 196,056  
                                                   =========      =========  

See the accompanying notes to unaudited interim consolidated financial          
statements.                                                                     

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TLC VISION CORPORATION                                                          
CONSOLIDATED STATEMENTS OF CASH FLOWS                                           
(UNAUDITED) (In thousands)                                                      

                                                        [Enlarge/Download Table]

                                                                        SIX MONTHS ENDED JUNE 30 
                                                                        ------------------------ 
                                                                           2003            2002  
                                                                        ----------      -------- 
                                                                                                 
OPERATING ACTIVITIES                                                                             
Net loss for the period ...............................................   $ (2,383)     (117,646)
Adjustments to reconcile net loss to net cash provided by operating                              
  activities:                                                                                    
   Depreciation and amortization ......................................     11,047        10,454 
   Intangible Impairment - cumulative effect of accounting change .....         --        15,174 
   Intangible Impairment ..............................................         --        81,720 
   (Gain) loss on disposal of fixed assets ............................       (391)        1,069 
  Impairment of fixed assets and write down of investments and                                   
  notes receivable ....................................................       (402)        6,287 
  Restructuring and other costs .......................................        527         2,402 
  Minority interests ..................................................      2,502           158 
Changes in operating assets and liabilities:                                                     
  Accounts receivable .................................................     (3,784)         (999)
  Prepaid expenses and other current assets ...........................     (1,160)        1,124 
  Accounts payable and accrued liabilities ............................     (5,055)         (453)
                                                                          --------      -------- 
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES .......................        901          (710)

INVESTING ACTIVITIES                                                                             
Purchase of fixed assets ..............................................     (2,587)         (928)
Proceeds from sale of fixed assets ....................................        548            56 
Proceeds from the sale of investments .................................        221           636 
Cash acquired with LaserVision Centers acquisition ....................         --         7,319 
Acquisitions and investments ..........................................     (2,622)       (3,635)
Purchase of short-term investments ....................................       (324)          529 
Other .................................................................        273           179 
                                                                          --------      -------- 
CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES .......................     (4,491)        4,156 

FINANCING ACTIVITIES                                                                             
Restricted cash .......................................................       (439)         (145)
Principal payments of debt financing and capital leases ...............     (3,979)       (4,357)
Distributions to minority interests ...................................     (1,802)         (273)
Proceeds from debt financing ..........................................      1,450           304 
Proceeds from the issuance of common stock ............................        905           149 
                                                                          --------      -------- 
CASH USED IN FINANCING ACTIVITIES .....................................     (3,865)       (4,322)
                                                                          --------      -------- 

Net decrease in cash and cash equivalents .............................     (7,455)         (876)
Cash and cash equivalents, beginning period ...........................     36,081        42,993 
                                                                          --------      -------- 
CASH AND CASH EQUIVALENTS, END OF PERIOD ..............................   $ 28,626        42,117 
                                                                          ========      ======== 

See the accompanying notes to unaudited interim consolidated financial          
statements.                                                                     

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TLC VISION CORPORATION                                                          
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY                                  
(UNAUDITED) (In thousands)                                                      

                                                        [Enlarge/Download Table]

                                    COMMON STOCK                      TREASURY STOCK                                
                              ---------------------               ------------------------                          
                                                       OPTION                                                       
                                                         AND                                                        
                                                       WARRANT                               ACCUMULATED            
                                SHARES      AMOUNT     EQUITY      SHARES         AMOUNT       DEFICIT      TOTAL   
                              ---------   ---------  ----------   ----------    ----------   -----------  --------- 
                                                                                                                    
Balance December 31, 2002 ...    64,794   $ 388,769  $   11,035         (779)   $   (2,623)   $(285,353)  $ 111,828 
 Shares issued as part of                                                                                           
  the employee share                                                                                                
  purchase plan .............        27          32                                                              32 
 Exercise of stock                                                                                                  
  options ...................       321         873                                                             873 
 Option and warrant                                                                                                 
  reductions ................                 1,123      (1,123)                                                  0 
 Shares issued for                                                                                                  
  acquisition ...............       100          96                                                              96 
 Net loss for the period ....                                                                    (2,383)     (2,383)
                              ---------   ---------  ----------   ----------    ----------    ---------   --------- 
 Balance June 30, 2003 ......    65,242   $ 390,893  $    9,912         (779)   $   (2,623)   $(287,736)  $ 110,446 
                              =========   =========  ==========   ==========    ==========    =========   ========= 
                                                                              

See the accompanying notes to unaudited interim consolidated financial          
statements.                                                                     

TLC VISION CORPORATION AND SUBSIDIARIES                                         

NOTES TO UNAUDITED INTERIM                                                      
CONSOLIDATED FINANCIAL STATEMENTS                                               
(Tabular amounts in thousands, except per share amounts)                        

June 30, 2003 (Unaudited)                                                       

1. BASIS OF PRESENTATION AND ACCOUNTING POLICIES                                

   The accompanying unaudited interim consolidated financial statements have
   been prepared in accordance with generally accepted accounting principles
   for interim financial information and with the instructions to Form 10-Q.
Accordingly, they do not include all of the information and footnotes 
     required by generally accepted accounting principles for complete financial
statements. The unaudited interim consolidated financial statements   
  included herein should be read in conjunction with the December 31, 2002
  Transition Report on Form 10-K for the seven-month period ended December
  31, 2002 filed by TLC Vision Corporation (the "Company" or "TLC Vision")
    with the Securities and Exchange Commission. In the opinion of management,
   all normal recurring adjustments and estimates considered necessary for a
 fair presentation have been included. The results of operations for the
   interim periods are not necessarily indicative of the results that may be
expected for the entire year ending December 31, 2003. The unaudited  
interim consolidated financial statements include the accounts and    
transactions of the Company and its majority-owned subsidiaries. The  
     ownership interests of other parties in less than wholly owned consolidated
subsidiaries are presented as minority interests.                     

On May 15, 2002, the Company merged with Laser Vision Centers, Inc.   
("LaserVision"), and the results of LaserVision's operations have been
included in the Company's consolidated financial statements since that
    date. LaserVision provides access to excimer lasers, microkeratomes, other
     equipment and value-added support services to eye surgeons for laser vision
correction and the treatment of cataracts.                            

   The unaudited interim consolidated financial statements for the three and
    six-month periods ended June 30, 2002 include certain reclassifications to
     conform with classifications for the three and six-month periods ended June
30, 2003.                                                             

     Net loss per share was computed using the weighted average number of common
shares outstanding during each period. The diluted average shares     
  outstanding calculation for the three and six months ended June 30, 2002
excludes outstanding options and warrants because they would be       
anti-dilutive as well as 712,500 common shares held in escrow.        

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2. ACCOUNTING FOR STOCK-BASED COMPENSATION                                      

   The Company accounts for stock-based compensation under the provisions of
   Accounting Principles Board Opinion ("APB") No. 25, "Accounting for Stock
 Issued to Employees," and its related interpretations. Accordingly, the
   Company records expense over the vesting period in an amount equal to the
 intrinsic value of the award on the grant date. The Company recorded no
    compensation expense during the three and six month periods ended June 30,
   2003. The following table illustrates the pro forma loss and net loss per
 share as if the fair value-based method as set forth under SFAS No. 123
"Accounting for Stock Based Compensation," applied to all awards:     

                                                        [Enlarge/Download Table]

                                         THREE MONTHS ENDED JUNE 30,  SIX MONTHS ENDED JUNE 30,  
                                         ---------------------------  -------------------------- 
                                           2003              2002        2003            2002    
                                         ---------        ---------   ---------        --------- 
                                                                                                 
Net loss, as reported .................. $  (3,453)       $(113,957)  $  (2,383)       $(117,646)
Adjustments for SFAS No. 123 ...........      (259)            (412)       (528)            (895)
                                         ---------        ---------   ---------        --------- 
Pro forma net loss ..................... $  (3,712)       $(114,369)  $  (2,911)       $(118,541)
                                         =========        =========   ---------        --------- 
Pro forma loss per share - basic and                                                             
diluted ................................ $    (.06)       $   (2.23)  $    (.05)       $   (2.65)
                                         =========        =========   =========        ========= 

3. ACQUISITION                                                                  

On March 3, 2003, Midwest Surgical Services, Inc. a subsidiary of TLC 
 Vision, acquired 100% of American Eye Instruments, Inc., which provides
    access to surgical and diagnostic equipment to perform cataract surgery in
    hospitals and ambulatory surgery centers. The Company paid $2.0 million in
  cash and issued 100,000 of its common shares. The Company also agreed to
   make additional cash payments up to $1.9 million over a three-year period
  if certain financial targets are achieved. Net assets acquired were $2.1
     million, which included $2.0 million of goodwill. The results of operations
have been included in the consolidated statements of operations of the
Company since the acquisition date.                                   

4. EQUIPMENT FINANCING                                                          

During the six months ended June 30, 2003, the Company entered into   
three-year financing agreements with two of its laser suppliers for   
equipment to upgrade its laser technology. Payments for the three year
  period will total $5.0 million, payable based on the number of procedure
   cards acquired during the month with any remaining balance due at the end
of the financing period.                                              

5. SEGMENT INFORMATION                                                          

The Company has two reportable segments: refractive and cataract. The 
    refractive segment is the core focus of the Company and is in the business
  of providing corrective laser surgery specifically related to refractive
     disorders, such as myopia (nearsightedness), hyperopia (farsightedness) and
astigmatism. This segment is comprised of Company-owned laser centers,
     Company-managed laser centers and the access and mobile refractive business
     of LaserVision acquired May 15, 2002. The cataract segment provides service
    specifically for the surgical treatment of cataracts. The Company acquired
     the cataract segment in the LaserVision acquisition, therefore only 45 days
     of transactions are represented for that segment in the three and six month
periods ended June 30, 2002. The other segment consists of healthcare 
   businesses that provide network marketing and management to optometrists,
  manage cataract and eye care centers and develop and manage professional
healthcare facilities. None of these activities meet the quantitative 
criteria to be disclosed separately as a reportable segment.          

Doctor's compensation as presented in the segment information of the  
financial statements represents the cost to the Company of engaging   
 experienced and knowledgeable ophthalmic professionals to perform laser
    vision correction services at the Company's owned laser centers. Where the
    Company manages laser centers due to certain state requirements, it is the
   responsibility of the professional corporations or physicians to whom the
    Company furnishes management services to provide the required professional
services and engage ophthalmic professionals. In such cases, the costs
   associated with arranging for these professionals to furnish professional
    services are reported as a cost of the professional corporation and not of
the Company.                                                          

   The Company's reportable segments are strategic business units that offer
different products and services. They                                 

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    are managed separately because each business requires different management
 and marketing strategies. The Company's business units were acquired or
developed as a unit, and management at the time of acquisition was    
retained.                                                             

The following tables set forth information by segments (in thousands):

                                                        [Enlarge/Download Table]

         THREE MONTHS ENDED JUNE 30, 2003            REFRACTIVE  CATARACT   OTHER      TOTAL   
         --------------------------------            ----------  --------  --------   -------- 
                                                                                               
Revenues ...........................................  $ 35,884   $  6,196  $  5,452   $ 47,532 
Expenses                                                                                       
  Doctor compensation ..............................     2,582         --        50      2,632 
  Operating ........................................    31,539      5,273     3,616     40,429 
  Depreciation .....................................     3,024        579       212      3,815 
  Amortization of intangibles ......................     1,359        108       211      1,678 
  Write down in the fair value of investment and                                               
    long term receivables ..........................      (651)        --        --       (651)
   Restructuring charge ............................     1,720         --        --      1,720 
                                                      --------   --------  --------   -------- 
                                                        39,573      5,960     4,090     49,623 
                                                      --------   --------  --------   -------- 
Income (loss) from operations ......................    (3,689)       236     1,362     (2,091)
Interest (expense) income, net and other ...........         5         39      (239)      (195)
Minority interests .................................      (261)        --      (700)      (961)
Income taxes .......................................        33         18      (257)      (206)
                                                      --------   --------  --------   -------- 
Net income (loss) ..................................  $ (3,913)  $    293  $    167   $ (3,453)
                                                      ========   ========  ========   ======== 

                                                        [Enlarge/Download Table]


        THREE MONTHS ENDED JUNE 30, 2002          REFRACTIVE   CATARACT     OTHER        TOTAL   
        --------------------------------          ----------   ---------   ---------   --------- 
                                                                                                 
Revenues ........................................  $  34,243   $   1,884   $   6,980   $  43,107 
Expenses                                                                                         
  Doctor compensation ...........................      2,393          --          --       2,393 
  Operating .....................................     31,130       1,406       6,872      39,408 
  Depreciation ..................................      2,523         157         439       3,119 
  Reduction in fair value of capital assets .....        915          --          --         915 
  Amortization of intangibles ...................      2,361          30         120       2,511 
  Intangible impairment .........................     69,705          --      12,015      81,720 
  Write down in fair value of investments and                                                    
    long term receivables .......................      2,486          --       2,016       4,502 
  Restructuring charge ..........................      6,340          --          --       6,340 
                                                   ---------   ---------   ---------   --------- 
                                                     117,853       1,593      21,462     140,908 
                                                   ---------   ---------   ---------   --------- 
Income (loss) from operations ...................    (83,610)        291     (14,482)    (97,801)
Interest (expense) income, net and other ........       (289)        (12)          8        (293)
Minority interests ..............................        137          --        (204)        (67)
Income taxes ....................................       (471)         --        (151)       (622)
                                                   ---------   ---------   ---------   --------- 
Net income (loss) before cumulative effect of                                                    
  accounting change .............................  $ (84,233)  $     279   $ (14,829)  $ (98,783)
                                                   =========   =========   =========   ========= 

                                                        [Enlarge/Download Table]

          SIX MONTHS ENDED JUNE 30, 2003          REFRACTIVE  CATARACT      OTHER       TOTAL   
          ------------------------------          ---------   ---------   ---------   --------- 
                                                                                                
Revenues ........................................ $  77,736   $  11,572   $  11,814   $ 101,122 
Expenses                                                                                        
  Doctor compensation ...........................     5,583          --          86       5,669 
  Operating .....................................    64,288       9,880       8,206      82,375 
  Depreciation ..................................     6,119       1,140         438       7,697 
  Amortization of intangibles ...................     2,935         204         211       3,350 
  Write down in the fair value of investments                                                   
    and long-term receivables ...................      (448)         --          --        (448)
   Restructuring charge .........................     1,720          --          --       1,720 
                                                  ---------   ---------   ---------   --------- 
                                                     80,197      11,224       8,942     100,363 
                                                  ---------   ---------   ---------   --------- 
Income (loss) from operations ...................    (2,461)        348       2,872         759 
Interest (expense) income, net and other ........       253          (1)       (447)       (195)
Minority interests ..............................    (1,154)         --      (1,348)     (2,502)
Income taxes ....................................       (49)         18        (414)       (445)
                                                  ---------   ---------   ---------   --------- 
Net income (loss) ............................... $  (3,412)  $     365   $     664   $  (2,383)
                                                  =========   =========   =========   ========= 

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                                                        [Enlarge/Download Table]

              SIX MONTHS ENDED JUNE 30, 2002      REFRACTIVE  CATARACT     OTHER       TOTAL    
              ------------------------------      ---------   ---------   ---------   --------- 
                                                                                                
Revenues ........................................ $  66,913   $   1,884   $  11,252   $  80,049 
Expenses                                                                                        
  Doctor compensation ...........................     5,464          --          --       5,464 
  Operating .....................................    57,708       1,406      10,421      69,535 
  Depreciation ..................................     4,463         157         590       5,210 
  Reduction in fair value of capital assets .....     1,487          --          --       1,487 
  Amortization of intangibles ...................     4,650          30         229       4,909 
  Intangible impairment .........................    69,705          --      12,015      81,720 
  Write down in fair value of investments and                                                   
    long term investments .......................     2,987          --       2,016       5,003 
  Restructuring charge ..........................     6,991          --                   6,991 
                                                  ---------   ---------   ---------   --------- 
                                                    153,455       1,593      25,271     180,319 
                                                  ---------   ---------   ---------   --------- 
Income (loss) from operations ...................   (86,542)        291     (14,019)   (100,270)
Interest (expense) income, net and other ........      (672)        (12)         40        (644)
Minority interests ..............................      (345)         --        (345)       (690)
Income taxes ....................................      (454)         --        (414)       (868)
                                                  ---------   ---------   ---------   --------- 
Net income (loss) before cumulative effect of                                                   
  accounting change ............................. $ (88,013)  $     279   $ (14,738)  $(102,472)
                                                  =========   =========   =========   ========= 

6. SUPPLEMENTAL CASH FLOW INFORMATION                                           

Non-cash transactions:                                                

                                                                [Download Table]

                                                   SIX MONTHS ENDED JUNE  30,
                                                   --------------------------
                                                      2003            2002   
                                                   ---------        ---------
                                                                             
Capital assets financed and leased ..........       $  5,592             --  
Options and warrant reductions ..............          1,123             --  
Common stock issued for acquisition .........             96        111,058  
Treasury stock arising from acquisition .....             --         (2,432) 
Issue of options arising from acquisition ...             --         11,001  

Cash paid for the following:                                            

                                                                [Download Table]

                                         SIX MONTHS ENDED JUNE 30, 
                                        ---------------------------
                                          2003                2002 
                                        ------               ------
                                                                   
Interest ................               $1,633               $  933
Income taxes ............                  160                1,752

7. RESTRUCTURING CHARGES                                                        

     During the three and six months ended June 30, 2003, the Company recorded a
$1.7 million restructuring charge for the closure of four centers.    
Restructuring charges included $0.4 million of ongoing lease payment  
  obligations, $0.6 million of severance and other cash payments, and $0.7
    million of write-downs of fixed assets and other assets. The severance and
other cash payments will be paid out in 2003 and 2004, while the lease
costs will be paid out over the remaining term of the leases.         

In the three and six months ended June 30, 2002, the Company recorded 
     restructuring charges of $6.3 million and $7.0 million respectively. During
     the three months ended June 30, 2002, charges consisted of cash payments of
   $4.0 million primarily for severance, lease costs, and closure costs, and
    $2.3 million in non-cash costs related to the write-off of fixed assets at
closed centers. Restructuring charges of $0.7 million incurred in the 
 three months ended March 31, 2002 primarily related to severance costs.

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ITEM 2.                                                                         

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF      
OPERATIONS                                                                      

   This Quarterly Report on Form 10-Q (herein, together with all amendments,
exhibits and schedules hereto, referred to as the "Form 10-Q") contains certain 
forward-looking statements within the meaning of Section 27A of the Securities  
Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which       
statements can be identified by the use of forward looking terminology, such as 
"may," "will," "expect," "anticipate," "estimate," "plans," "intends" or        
"continue" or the negative thereof or other variations thereon or comparable    
terminology. The Company's actual results could differ materially from those    
anticipated in these forward-looking statements as a result of certain factors, 
including but not limited to those set forth elsewhere in this Form 10-Q in the 
section entitled "Management's Discussion and Analysis of Financial Condition   
and Results of Operations" and in the Company's Transition Report on Form 10-K  
for the period ended December 31, 2002. Unless the context indicates or requires
otherwise, references in this Form 10-Q to the "Company" or "TLC Vision" shall  
mean TLC Vision Corporation and its subsidiaries. References to "$" or "dollars"
shall mean U.S. dollars unless otherwise indicated.                             

OVERVIEW                                                                        

TLC Vision Corporation (formerly TLC Laser Eye Centers Inc.) and its  
subsidiaries ("TLC Vision" or the "Company") is a diversified healthcare service
company focused on working with physicians to provide high quality patient care 
primarily in the eye care segment. The Company's core business revolves around  
refractive surgery, which involves using an excimer laser to treat common       
refractive vision disorders such as myopia (nearsightedness), hyperopia         
(farsightedness) and astigmatism. The Company's business model includes         
arrangements ranging from owning and operating fixed site centers to providing  
access to lasers through fixed site and mobile service relationships. The       
Company also furnishes independent surgeons with mobile or fixed site access to 
cataract surgery equipment and services through its Midwest Surgical Services,  
Inc. ("MSS") subsidiary. In addition, the Company owns a 51% majority interest  
in Vision Source, which provides optometric franchise opportunities to          
independent optometrists. Through its OR Partners and Aspen Healthcare          
divisions, TLC Vision develops, manages and has equity participation in         
single-specialty eye care ambulatory surgery centers and multi-specialty        
ambulatory surgery centers. In 2002, the Company formed a joint venture with    
Vascular Sciences Corporation ("Vascular Sciences") to create OccuLogix, L.P., a
partnership focused on the treatment of an eye disease, known as dry age-related
macular degeneration, via rheopheresis (Rheo), a process for filtering blood.   
The Company also owns and manages a Rheo clinic in Canada.                      

     Effective June 1, 2002, the Company changed its fiscal year-end from May 31
to December 31.                                                                 

  In accordance with an Agreement and Plan of Merger with LaserVision, the
Company completed a business combination with LaserVision on May 15, 2002, which
resulted in LaserVision becoming a wholly owned subsidiary of TLC Vision.       
Accordingly, LaserVision's results are included in the Company's statement of   
operations beginning on the date of acquisition. LaserVision is a leading access
service provider of excimer lasers, microkeratomes and other equipment and value
and support services to eye surgeons. The Company believes that the combined    
companies can provide a broader array of services to eye care professionals to  
ensure these individuals may provide superior quality of care and achieve       
outstanding clinical results. The Company believes this will be the long-term   
determinant of success in the eye surgery services industry.                    

     The Company serves surgeons who performed over 120,000 procedures including
refractive and cataract surgery procedures at the Company's centers or using the
Company's laser access during the six-month period ended June 30, 2003.         

     The Company is assessing patient, optometric and ophthalmic industry trends
and developing strategies to improve laser vision correction revenues and       
procedure volumes. The Company's cost reduction initiatives continue to target  
the effective use of funds and the Company is also pursuing growth initiative's 
focusing on future development opportunities for the Company in other healthcare
services.                                                                       

RECENT DEVELOPMENTS                                                             

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On March 3, 2003, Midwest Surgical Services, Inc. a subsidiary of TLC 
Vision, acquired 100% of American Eye Instruments, Inc. ("AEI"), which provides 
access to surgical and diagnostic equipment to perform cataract surgery in      
hospitals and ambulatory surgery centers. The Company paid $2.0 million in cash 
and issued 100,000 of its common shares of TLC Vision. The Company also agreed  
to make additional cash payments up to $1.9 million over a three-year period if 
certain financial targets are achieved. Net assets acquired were $2.1 million,  
which included $2.0 million of goodwill. The results of AEI have been included  
in the consolidated financial statements since the date of acquisition.         

RESULTS OF OPERATIONS                                                           

THREE MONTHS ENDED JUNE 30, 2003 COMPARED TO THE THREE MONTHS ENDED JUNE 30,    
2002                                                                            

 As used herein, "existing TLC Vision" refers to TLC Vision locations in
existence prior to the merger with LaserVision in May 2002.                     

     Total revenues for the three months ended June 30, 2003 were $47.5 million,
an increase of $4.4 million or 10% over revenues of $43.1 million for the three 
months ended June 30, 2002. During the three-month period ended June 30, 2003,  
LaserVision added $20.6 million of revenues, an increase of $9.3 million from   
$11.3 million in the prior year. Existing TLC Vision revenue of $26.9 million   
decreased by $4.9 million or 15% from $31.8 million in the prior year.          
Approximately 75% of total revenues for the three months ended June 30, 2003    
were derived from refractive services compared to 79% during the three months   
ended June 30, 2002.                                                            

  Revenues from the refractive segment for the three months ended June 30,
2003 were $35.9 million, an increase of $1.7 million or 5%, over revenues of    
$34.2 million from refractive activities for the three months ended June 30,    
2002. LaserVision added $13.5 million of refractive revenues, an increase of    
$5.0 million from $8.5 million in the prior year. Existing TLC Vision refractive
revenue of $22.4 million decreased by $3.3 million, or 13%, from $25.7 million a
year ago. The existing TLC Vision decrease was largely due to the impact of lost
procedures at centers closed within the last year.                              

   Revenues from owned centers for the three months ended June 30, 2003 were
$13.0 million, an increase of $0.1 million from the revenues of $12.9 million   
for the three months ended June 30, 2002. LaserVision accounted for $3.8 million
of such revenues, up $3.0 million from $0.8 million the prior year, while the   
existing TLC Vision revenue of $9.2 million decreased by $2.9 million, or 24%,  
from $12.1 million in the prior year.                                           

     Revenues from managed centers for the three months ended June 30, 2003 were
$13.3 million, a decrease of $0.4 million, or 3%, from the revenues of $13.7    
million for the three months ended June 30, 2002. As LaserVision does not have a
managed service product, there was no contribution from LaserVision for the     
three months ended June 30, 2003.                                               

     Revenues from access services for the three months ended June 30, 2003 were
$9.6 million, an increase of $1.9 million from the revenues of $7.7 million for 
the three months ended June 30, 2002. Because access revenues are a product     
offering of LaserVision only, access revenue for the three months ended June 30,
2002 reflects sales beginning with the LaserVision acquisition on May 15, 2002. 

Approximately 44,600 refractive procedures were performed in the three
months ended June 30, 2003, compared to approximately 35,900 procedures for the 
three months ended June 30, 2002. LaserVision procedures of 24,100 increased by 
9,000 from the 15,100 procedures performed subsequent to the LaserVision        
acquisition during the second quarter of 2002 while procedures from the existing
TLC Vision of 20,500 decreased by 300 or 1% from 20,800 during the three months 
ended June 30, 2002. The Company believes that the continuing reduction in      
existing TLC Vision procedure volume is indicative of overall conditions in the 
laser vision correction industry. Existing TLC Vision Centers that closed within
the last year also contributed to the procedure volume decrease.                

Over the last few years, the laser vision correction industry has     
experienced uncertainty resulting from a number of issues. Being an elective    
procedure, laser vision correction volumes have been depressed by economic and  
stock market conditions, rising unemployment, and the uncertainty associated    
with the war on terrorism currently being experienced in North America, all of  
which are reflected in a deteriorated consumer confidence index. Also           
contributing to the decline was a wide range in consumer prices for laser vision
correction procedures, bankruptcies                                             

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of a number of deep discount laser vision correction companies, ongoing safety  
and effectiveness concerns arising from the lack of long-term follow-up data and
negative news stories focusing on patients with unfavorable outcomes from       
procedures performed at centers competing with the Company.                     

    The cost of refractive revenues from eye care centers for the three months
ended June 30, 2003 was $27.1 million, an increase of $2.5 million, or 10%, over
the cost of refractive revenues of $24.6 million for the three months ended June
30, 2002. LaserVision cost of revenue for the three months ended June 30, 2003  
was $10.3 million, an increase of $4.7 million over $5.6 million in the prior   
year. Existing TLC Vision cost of revenue of $16.8 million decreased by $2.2    
million, or 12% from $19.0 million in the prior year. The existing TLC Vision   
decrease was largely due to the impact of lost procedures at centers closed     
within the last year.                                                           

     The cost of revenues from owned centers for the three months ended June 30,
2003 was $10.8 million, an increase of $1.6 million, from the cost of revenues  
of $9.2 million from the three months ended June 30, 2002. LaserVision cost of  
revenue for the three months ended June 30, 2003, was $3.8 million, up $3.2     
million from $0.6 million in the prior year, while the existing TLC Vision cost 
of revenue of $7.0 million decreased $1.6 million, or 19%, from $8.6 million in 
the prior year.                                                                 

   The cost of revenues from managed centers for the three months ended June
30, 2003 was $9.8 million, an increase of $0.3 million, or 3%, from the cost of 
revenues of $9.5 million from the three months ended June 30, 2002. As          
LaserVision does not have a managed service product, the Company did not report 
any additional cost from LaserVision for the three months ended June 30, 2002.  

   The cost of revenues from access services for the three months ended June
30, 2003 was $6.5 million, an increase of $1.5 million from the cost of revenues
of $5.0 million during the three months ended June 30, 2002. Access services are
a product offering of LaserVision only, therefore, cost of revenues represent   
procedures performed subsequent to the LaserVision acquisition in May 2002.     

  During the three months ended June 30, 2002, the Company recorded a $0.9
million charge to reflect the reduction in the value of capital assets. No      
adjustments were recorded in the current year.                                  

    Increases in overall cost of refractive revenues were primarily related to
increased procedures volume and a change in depreciation method. Doctor's       
compensation, royalty fees on laser usage, personnel costs and other costs      
increased due to higher volume associated with the LaserVision acquisition. Most
refractive equipment was depreciated using a 25% declining balance method in    
2003 compared to a 20% declining balance method in 2002. If the Company had used
a 25% declining method in the prior year then the depreciation expense for the  
prior year would have been approximately $0.3 million higher.                   

     Revenues from other healthcare services for the three months ended June 30,
2003, were $11.6 million, an increase of $2.7 million from revenues of $8.9     
million for the three months ended June 30, 2002. LaserVision accounted for $7.1
million, an increase of $4.3 million over a $2.8 million in the prior year,     
while the existing TLC Vision revenue of $4.5 million decreased by $1.6 million 
from $6.1 million, or 26%. The decrease in existing TLC revenues reflect a $0.5 
million decline due to the sale of the Company's Pure Laser Hair Removal and    
Treatment Clinics, Inc. ("Pure") subsidiary in July 2002 and a $0.5 million     
timing difference between quarters for the network marketing and management     
subsidiaries. Approximately 25% of the total revenues for the three months ended
June 30, 2003 were derived from other healthcare services compared to 21% during
the three months ended June 30, 2002. The higher mix of other healthcare        
services for the quarter is indicative of the Company's stated diversification  
strategy to increase non-refractive eye care services.                          

  The cost of revenues from other healthcare services for the three months
ended June 30, 2003 was $8.0 million, an increase of $1.6 million, or 25%, from 
cost of revenues of $6.4 million for the three months ended June 30, 2002.      
LaserVision accounted for $4.8 million, an increase of $2.9 million from $1.9   
million in the prior year, while the existing TLC Vision cost of revenues of    
$3.2 million decreased by $1.3 million from $4.5 million in the prior year. The 
decrease in existing TLC Vision cost of revenues primarily relates to $0.5      
million resulting from the sale of Pure and a $0.6 million timing difference    
between quarters for the network marketing and management subsidiary.           

    General, administrative and development expenses decreased to $8.3 million
for the three months ended June 30, 2003 from $11.2 million for the three months
ended June 30, 2002, a decrease of $2.9 million, or 26%. Of this $2.9 million   
decrease, $1.0 million relates to development costs expensed by the Company     
during the three months ended                                                   

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June 30, 2002 for payments to Vascular Sciences. No development costs have been 
incurred during 2003. The Company also recognized $0.9 million as a reduction in
general, administrative and development costs related to a litigation settlement
for eyeVantage during the three months ended June 30, 2003. Employee medical    
claims of $0.5 million, a $0.2 million lease settlement and $0.3 million of     
professional fees offset this reduction during the three months ended June 30,  
2003. In addition, the Company has reduced overhead, infrastructure and         
development cost as part of the Company's cost reduction initiative. As a       
result, the combined infrastructure cost of TLC Vision and LaserVision was      
significantly lower from the prior year despite a 24% increase in refractive    
procedure volume. General, administrative, and development expenses as          
percentage of revenue decreased to 17% from 26% compared to the prior year      
quarter.                                                                        

 Marketing expenses decreased to $3.5 million for the three months ended
June 30, 2003 from $3.7 million for the three months ended June 30, 2002.       
Marketing expenses as a percentage of revenue decreased to 7% from 9% in the    
prior year.                                                                     

    Amortization expenses decreased to $1.7 million for the three months ended
June 30, 2003 from $2.4 million for the three months ended June 30, 2002. The   
decrease in amortization expense was largely a result of significant impairment 
charges in May 2002, which reduced the fair value of Practice Management        
Agreements and the related ongoing amortization.                                

  The Company's adoption of SFAS 142 resulted in a transitional impairment
loss of $15.2 million, which was recorded as a cumulative effect of a change in 
accounting principle during the three months ended June 30, 2002. In addition,  
the Company's operating results for the three months ended June 30, 2002        
included a non-cash pretax charge of $50.7 million to reduce the carrying value 
of goodwill for which the carrying value exceeded the fair value as of May 31,  
2002, including $45.9 million related to the impairment of goodwill from the    
acquisition of LaserVision and $4.8 million for the impairment of goodwill from 
prior acquisitions.                                                             

    Intangible assets whose useful lives are not indefinite are amortized on a
straight-line basis over the term of the applicable agreement to a maximum of 15
years. Current amortization periods range from 5 to 15 years. In establishing   
these long-term contractual relationships with the Company, key surgeons in many
cases have agreed to receive reduced fees for laser vision correction procedures
performed. The reduction in doctors' compensation offsets in part the increased 
amortization of the intangible practice management agreements.                  

Statement of Financial Accounting Standard No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of,    
requires long-lived assets included within the scope of the Statement be        
reviewed for impairment whenever events or changes in circumstances indicate    
that the carrying amount of those long-lived assets might not be recoverable -  
that is, information indicates that an impairment might exist. Given the        
significant decrease in the trading price of the Company's common stock, current
period operating or cash flow loss combined with its history of operating or    
cash flow losses, the Company identified certain practice management agreements 
where the recoverability was impaired. As a result, the Company recorded an     
impairment charge of $31 million in during the three months ended June 30, 2002.

  During the three months ended June 30, 2003, the Company recorded a $0.6
million adjustment to partially reverse a previous write down in the fair value 
of long-term receivables. The Company recorded this adjustment during the       
quarter due to a consistent payment history and continually improving financial 
strength of the debtor.                                                         

The Company recorded $1.7 million of restructuring charges during the 
quarter ended June 30, 2003 resulting from the closing of four unprofitable     
centers. The Company had recorded a $6.3 million restructuring charge during the
three months ended June 30, 2002.                                               

   Other income and expense for the three months ended June 30, 2003 of $0.2
million primarily resulted from the gain on sale of assets from previously      
closed centers.                                                                 

Interest expense of $0.4 million reflects interest income from the    
Company's cash position offset by interest expense from debt and lease          
obligations. Interest income has decreased since the Company has reduced cash   
and cash equivalent balances during the three months ended June 30, 2003        
compared to the corresponding period in the prior year.                         

  Income tax expense of $0.2 million for the three-month period ended June
30, 2003 decreased by $0.4 million                                              

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from $0.6 million for the three months ended June 30, 2002. The $0.2 million tax
expense consisted of federal and state taxes for certain of the Company's       
subsidiaries where a consolidated federal and state tax return cannot be filed. 

   The net loss for the three months ended June 30, 2003 was $3.5 million or
$0.05 per share compared to a loss of $114.0 million or $2.22 per share for the 
three months ended June 30, 2002. This improvement reflects the increase in     
revenue and margin from the acquisition of LaserVision and a positive impact of 
the cost-cutting initiatives in rationalizing the operations of the combined    
company with the goal of maximizing future profitability.                       

RESULTS OF OPERATIONS                                                           

SIX MONTHS ENDED JUNE 30, 2003 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2002   

 As used herein, "existing TLC Vision" refers to TLC Vision locations in
existence prior to the merger with LaserVision in May 2002.                     

    Total revenues for the six months ended June 30, 2003 were $101.1 million,
an increase of $21.1 million or 26% over revenues of $80.0 million for the six  
months ended June 30, 2002. During the six-month period ended June 30, 2003,    
LaserVision contributed revenues of $42.5 million, an increase of $31.2 million 
from the $11.3 million of revenues earned from the date of acquisition in May   
2002 in the prior year. Existing TLC Vision revenue of $58.6 million for the    
three months ended June 30, 2003 decreased by $10.1 million or 15% from $68.7   
million from the prior year. Approximately 77% of total revenues for the six    
months ended June 30, 2003 were derived from refractive services compared to 84%
during the three months ended June 30, 2002.                                    

     Revenues from the refractive segment for the six months ended June 30, 2003
were $77.7 million, an increase of $10.8 million or 16%, over revenues of $66.9 
million from refractive activities for the six months ended June 30, 2002.      
LaserVision added $29.1 million of refractive revenues, a $20.6 million increase
over the prior year of $8.5 million, while the existing TLC Vision refractive   
revenue of $48.6 million decreased by $9.8 million, or 17% from the prior year  
revenue of $58.4 million. The decrease in existing TLC Vision refractive revenue
was largely due to the impact of lower procedure volumes, including lost        
procedures at centers closed within the last year.                              

 Revenues from owned centers for the six months ended June 30, 2003 were
$28.3 million, an increase of $0.9 million over $27.4 million from the prior    
year. LaserVision accounted for $8.5 million of such revenues during the six    
months ended June 30, 2003, an increase of $7.7 million from the prior year     
revenue of $0.8 million. The existing TLC Vision revenue of $19.8 million       
decreased by $6.8 million or 26% from the prior year revenue of $26.6 million.  

   Revenues from managed centers for the six months ended June 30, 2003 were
$28.9 million, a decrease of $2.9 million, or 9%, from the revenues of $31.8    
million for the six months ended June 30, 2002. As LaserVision does not have a  
managed service product, there was no contribution from LaserVision for the     
three months ended June 30, 2003.                                               

   Revenues from access services for the six months ended June 30, 2003 were
$20.6 million, an increase of $12.9 million from the revenues of $7.7 million   
for the six months ended June 30, 2002. Prior year LaserVision revenues are only
from the date of acquisition in May 2002. Because access revenues are a product 
offering of LaserVision only, the Company did not report any associated access  
revenue in the six months ended June 30, 2002 for the existing TLC Vision       
business.                                                                       

     Approximately 98,100 refractive procedures were performed in the six months
ended June 30, 2003, compared to approximately 62,200 procedures for the six    
months ended June 30, 2002. LaserVision accounted for 53,100 procedures, up     
38,000 from the 15,100 procedures performed subsequent to the LaserVision       
acquisition in 2002. Procedures from the existing TLC Vision of 45,000 decreased
by 2,100 from 47,100 in the prior year. As previously stated, the Company       
believes that the reduction in procedure volume at existing TLC Vision centers  
was partially related to centers closed during the past year, but also is       
indicative of overall conditions in the laser vision correction industry.       

  The cost of refractive revenues from eye care centers for the six months
ended June 30, 2003 was $56.8 million,                                          

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an increase of $9.9 million, or 21%, over the cost of refractive revenues of    
$46.9 million for the six months ended June 30, 2002. LaserVision cost of       
revenue was $21.5 million, an increase of $15.9 million over $5.6 million in the
prior year, while the existing TLC Vision cost of revenue of $35.3 million      
decreased by $6.0 million or 15% from $41.3 million in the prior year. The      
decrease in existing TLC Vision cost of refractive revenues were largely due to 
the impact of lower procedure volumes, including lost procedures at centers     
closed within the last year.                                                    

   The cost of revenues from owned centers for the six months ended June 30,
2003 was $22.7 million, a decrease of $3.0 million, or 15%, from the cost of    
revenues of $19.7 million from the six months ended June 30, 2002. LaserVision  
cost of revenue for the six months ended June 30, 2003 was $7.9 million, an     
increase of $7.3 million from $0.6 million in the prior year. The existing TLC  
Vision cost of revenue of $14.8 million decreased $4.3 million or 23% from $19.1
million in the prior year.                                                      

     The cost of revenues from managed centers for the six months ended June 30,
2003 was $20.5 million, a decrease of $0.2 million, or 1%, from the cost of     
revenues of $20.7 million from the six months ended June 30, 2002. As           
LaserVision does not have a managed service product, the Company did not report 
any additional cost from LaserVision for the three months ended June 30, 2002.  

     The cost of revenues from access services for the six months ended June 30,
2003 was $13.6 million, up $8.6 million from $5.0 million subsequent to the     
LaserVision merger in May 2002. Access services are a product offering of       
LaserVision only, therefore, there was no associated access cost of revenue in  
the six months ended June 30, 2002 from the existing TLC Vision business.       

During the six months ended June 30, 2002, the Company recorded $1.5  
million in charges to reflect the reduction in value of certain capital assets. 
No adjustments have been recorded in the prior year.                            

Reductions in cost of revenue for the existing TLC Vision business    
component were consistent with reduced doctor compensation resulting from lower 
existing TLC Vision procedure volumes, reductions in royalty fees on laser      
usage, and reduced personnel and medical supplies. The cost of revenues for     
refractive centers include fixed cost components for infrastructure of          
personnel, facilities and minimum equipment usage fees which caused cost of     
revenues for existing TLC Vision centers to decrease at a slower rate than the  
percentage decrease in the associated revenues. In addition, most refractive    
equipment was depreciated using a 25% declining balance method in 2003 compared 
to a 20% declining balance method in 2002. If the Company had used a 25%        
declining method in the prior year then the depreciation expense for the prior  
year would have been approximately $0.8 million higher.                         

   Revenues from other healthcare services for the six months ended June 30,
2003, were $23.4 million, an increase of $10.3 million from revenues of $13.1   
million for the six months ended June 30, 2002. LaserVision revenue of $13.4    
million accounted for $10.6 million of the increase while the existing TLC      
Vision revenue of $10.0 million decreased by $0.3 million, or 3%. The decrease  
in existing TLC Vision revenue resulted primarily from a $1.0 million decline   
related to the sale of Pure in July 2002 offset by growth in the Company's      
ongoing businesses. Approximately 23% of the total revenues for the six months  
ended June 30, 2003 were derived from other healthcare services compared to 16% 
during the six months ended June 30, 2002. The higher mix of other healthcare   
services for the quarter is indicative of the Company's stated diversification  
strategy to increase non-refractive eye care services.                          

The cost of revenues from other healthcare services for the six months
ended June 30, 2003 was $15.4 million, an increase of $6.6 million, from cost of
revenues of $8.8 million for the six months ended June 30, 2002. LaserVision    
cost of revenues of $9.1 million accounted for $7.2 million of the increase     
while the existing TLC Vision cost of revenues of $6.3 million decreased by $0.6
million. The decrease in existing TLC Vision cost of revenues primarily reflects
$1.0 million related to the sale of Pure offset by growth in the Company's      
ongoing businesses.                                                             

     General, administrative and development expenses decreased to $16.3 million
for the six months ended June 30, 2003 from $19.1 million for the six months    
ended June 30, 2002. Of this $2.8 million decrease, $2.0 million relates to     
development costs expensed by the company during the six months ended June 30,  
002 related to payments of $1.0 million each to Tracey Technologies and Vascular
Sciences. No development costs have been incurred during 2003. In addition, the 
Company recognized $0.9 million as a reduction in general, administrative and   
development costs related to a litigation settlement for eyeVantage during the  
six months ended June 30, 2003. Employee medical claims of $0.5 million, a lease
settlement of $0.2 million, and $0.3 million of professional fees offset this   

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reduction. Because the Company has reduced overhead, infrastructure and         
development cost as part of the Company's cost reduction initiatives, the       
combined infrastructure cost of TLC Vision and LaserVision was lower than the   
cost incurred by TLC Vision during the six months ended June 30, 2002 despite a 
58% increase in refractive procedure volume. As a result, general administrative
expenses as percentage of revenue decreased to 16% from 24% compared to the     
prior year.                                                                     

    Marketing expenses increased to $7.2 million for the six months ended June
30, 2003 from $7.0 million for the six months ended June 30, 2002. Marketing    
expenses increased only $0.2 million despite LaserVision expenses that were     
incurred for the entire six months in 2003 compared to 45 days of expenses      
during the prior year.                                                          

  Amortization expenses decreased to $3.4 million for the six months ended
June 30, 2003 from $4.8 million for the six months ended June 30, 2002. The     
decrease in amortization expense of $1.4 million was largely a result of the    
significant impairment charge in the six months ended June 30, 2002, which      
reduced the fair value of Practice Management Agreements and the related ongoing
amortization.                                                                   

  The Company's adoption of SFAS 142 resulted in a transitional impairment
loss of $15.2 million, which was recorded as a cumulative effect of a change in 
accounting principle during the six months ended June 30, 2002. In addition, the
Company's operating results for the six months ended June 30, 2002 included a   
non-cash pretax charge of $50.7 million to reduce the carrying value of goodwill
for which the carrying value exceeded the fair value as of May 31, 2002,        
including $45.9 million related to the impairment of goodwill from the          
acquisition of LaserVision and $4.8 million for the impairment of goodwill from 
prior acquisitions.                                                             

    Intangible assets whose useful lives are not indefinite are amortized on a
straight-line basis over the term of the applicable agreement to a maximum of 15
years. Current amortization periods range from 5 to 15 years. In establishing   
these long-term contractual relationships with the Company, key surgeons in many
cases have agreed to receive reduced fees for laser vision correction procedures
performed. The reduction in doctors' compensation offsets in part the increased 
amortization of the intangible practice management agreements.                  

Statement of Financial Accounting Standard No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of,    
requires long-lived assets included within the scope of the Statement be        
reviewed for impairment whenever events or changes in circumstances indicate    
that the carrying amount of those long-lived assets might not be recoverable -  
that is, information indicates that an impairment might exist. Given the        
significant decrease in the trading price of the Company's common stock, current
period operating or cash flow loss combined with its history of operating or    
cash flow losses, the Company identified certain practice management agreements 
where the recoverability was impaired. As a result, the Company recorded an     
impairment charge of $31 million in during the six months ended June 30, 2002.  

During the six months ended June 30, 2003, the Company recorded a $0.4
million reduction in expenses related to the valuation of investments and       
long-term notes receivable. The Company reduced a reserve by $0.6 million       
related to a long-term receivable due to a consistent payment history and       
continually improving financial strength of the debtor and wrote down its       
investment in a marketable equity security by $0.2 million during the six months
ended June 30, 2003 due to an other than temporary decline in its value. The    
Company also recorded adjustments to the value of investments and long-term     
receivables in the prior year due to similar valuation analyses.                

The Company recorded $1.7 million of restructuring charges during the 
quarter, primarily relating to the closing of four unprofitable centers. The    
Company had recorded a $7.0 million restructuring charge during the six months  
ended June 30, 2002.                                                            

  Interest expense, of $0.8 million for the six months ended June 30, 2003
reflects interest offset by income from the Company's cash position interest    
expense from debt and lease obligations. Interest income has decreased since the
Company has reduced cash and cash equivalent balances during the six months     
ended June 30, 2003 compared to the corresponding period in the prior year.     
Accordingly, interest expense increased $0.2 million from $0.6 million in the   
prior year.                                                                     

    Income tax expense of $0.4 million for the six-month period ended June 30,
2003 decreased $0.5 million from $0.9 million for the six months ended June 30, 
2002 due to the favorable change in the taxable status of two subsidiaries. The 
$0.4 million tax expense consisted of federal and state taxes for certain of the
Company's subsidiaries where a consolidated federal and state tax return cannot 
be filed.                                                                       

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   Net loss for the six months ended June 30, 2003 was $2.4 million or $0.04
per share compared to a loss of $117.6 million or $2.63 per share for the six   
months ended June 30, 2003.                                                     

LIQUIDITY AND CAPITAL RESOURCES                                                 

   During the six months ended June 30, 2003, the Company continued to focus
its activities primarily on increasing procedure volumes at its centers and     
reducing operating costs. Cash and cash equivalents, short-term investments and 
restricted cash were $34.9 million at June 30, 2003 compared to $41.6 million at
December 31, 2002. Working capital at June 30, 2003 was $10.0 million, a        
decrease of $2.5 million compared to the December 31, 2002 balance of $12.5     
million. This decrease is primarily due to a reclassification from long term    
liabilities to current liabilities of a $2.1 million liability related to a     
litigation settlement related to eyeVantage.com. A reserve of $3.1 million had  
previously been established for this matter and had been recorded as a long-term
liability as of December 31, 2002 and March 31, 2003.                           

  The Company's principal cash requirements have included normal operating
expenses, debt repayment, distributions to minority partners, capital           
expenditures, and the purchase of the AEI cataract surgery business. Normal     
operating expenses include doctor compensation, procedure royalty fees,         
procedure and medical supply expenses, travel and entertainment, professional   
fees, insurance, rent, equipment maintenance, wages, utilities and marketing.   

During the six months ended June 30, 2003, the Company invested $2.6  
million in fixed assets and received vendor lease financing for $5.6 million of 
fixed assets.                                                                   

   The Company does not expect to purchase additional lasers during the next
12 to 18 months, however, existing lasers may need to be upgraded. The Company  
has access to vendor financing at fixed interest rates or on a per procedure fee
basis and expects to continue to have access to these financing options for at  
least the next 12 months.                                                       

The Company estimates that existing cash balances and short-term      
investments, together with funds expected to be generated from operations and   
credit facilities, will be sufficient to fund the Company's anticipated level of
operations and expansion plans for at least the next 12 to 18 months.           

    At December 31, 2002 the Company had $4.2 million of liabilities primarily
related to the restructuring of operations in connection with the LaserVision   
merger. During the six months ended June 30, 2003 the Company reserved an       
additional liability of $1.0 million for restructuring costs related to four    
center closings in 2003 and made cash payments of $1.4 million toward previous  
liability obligations, resulting in a $3.8 million liability at June 30, 2003.  

CASH PROVIDED BY OPERATING ACTIVITIES                                           

Net cash provided by operating activities was $0.9 million for the six
months ended June 30, 2003. The cash flows provided by operating activities     
during the six months ended June 30, 2003 are primarily due to non-cash items   
including $11.0 million of depreciation and amortization, $2.5 million for      
minority interests, and $0.5 million of non-cash restructuring costs offset by  
$2.4 million in net loss and a $10.0 million increase in net operating assets.  
The increase in net operating assets consist of a $1.2 million increase in      
prepaid expenses primarily due to annual insurance premiums, a $3.8 million     
increase in accounts receivable due primarily to higher procedure volume and    
timing differences related to collection of accounts receivable compared to     
December 2002, and a $5.0 million decrease in accounts payable and accrued      
liabilities. This decrease in liabilities relates to the payment of a brokers   
fee related to the LaserVision acquisition, settlement of disputed amounts with 
a major vendor and state agencies, and severance payments, offset by the        
reclassification of the eyeVantage litigation reserve from a long-term liability
to a current liability. Payment of litigation settlement or payments of accrued 
liabilities in future periods could reduce cash without affecting working       
capital.                                                                        

CASH USED IN INVESTING ACTIVITIES                                               

    Net cash used for investing activities was $4.5 million for the six months
ended June 30, 2003. Cash used in investing during the six-month period ended   
June 30, 2003 primarily included $2.6 million for business and investment       
acquisitions, $2.6 million for the acquisition of equipment and $0.3 million for
a purchase of a short term                                                      

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investment, offset by $0.5 million from the sale of fixed assets and $0.2       
million from the sale of investments and subsidiaries.                          

CASH USED IN FINANCING ACTIVITIES                                               

    Net cash used for financing activities was $3.9 million for the six months
ended June 30, 2003. Net cash used for financing activities during the six      
months ended June 30, 2003 was primarily utilized during the period for         
repayment of certain notes payable and capitalized lease obligations of $4.0    
million and distribution to minority interests of $1.8 million offset by $1.5   
million in proceeds from debt financing and $0.9 million in proceeds from the   
issuance of common stock.                                                       

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK              

     In the ordinary course of business, the Company is exposed to interest rate
risks and foreign currency risks, which the Company does not currently consider 
to be material. These exposures primarily relate to having short-term           
investments earning short-term interest rates and to having fixed rate debt. The
Company views its investment in foreign subsidiaries as a long-term commitment, 
and does not hedge any translation exposure.                                    

ITEM 4. CONTROLS AND PROCEDURES                                                 

    The Company maintains disclosure controls and procedures that are designed
to ensure that information required to be disclosed in the Company's reports    
under the Securities Exchange Act of 1934, as amended (the "Exchange Act") is   
recorded, processed, summarized and reported within the time periods specified  
in the Securities and Exchange Commission's rules and forms, and that such      
information is accumulated and communicated to the Company's management,        
including its Chief Executive Officer and Chief Financial Officer, as           
appropriate, to allow timely decisions regarding required disclosure. In        
designing and evaluating the disclosure controls and procedures, management     
recognizes that any controls and procedures, no matter how well designed and    
operated, can provide only reasonable assurance of achieving the desired control
objectives, and management necessarily is required to apply its judgment in     
evaluating the cost-benefit relationship of possible controls and procedures.   

    As of the end of the period covered by the report, the Company carried out
an evaluation, under the supervision and with the participation of the Company's
management, including the Company's Chief Executive Officer and Chief Financial 
Officer, of the effectiveness of the design and operation of the Company's      
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) 
of the Exchange Act). Based on that evaluation, the Company's Chief Executive   
Officer and Chief Financial Officer concluded that the Company's disclosure     
controls and procedures are effective, in all material respects, to ensure that 
information required to be disclosed in the reports the Company files and       
submits under the Exchange Act is recorded, processed, summarized and reported  
as and when required.                                                           

   There have been no significant changes in the Company's internal controls
over financial reporting that have materially affected, or are reasonably likely
to materially affect the Company's internal control over financial reporting.   

PART II. OTHER INFORMATION                                                      

ITEM 1.  LEGAL PROCEEDINGS                                                      

In September 2000, Eye Care Consultants, Inc. ("ECCI") filed a lawsuit
against eyeVantage.com, TLC Laser Eye Centers Inc., and a former officer of TLC 
for breach of contract in the acquisition by eyeVantage.com of the InFocus      
System. Furthermore, principals of ECCI filed separate breach of contract       
claims, as well as claims purportedly arising under the Pennsylvania Wage       
Payment and Collection Law, due to their alleged wrongful termination. This case
was set for trial in May 2003. Prior to trial, a settlement agreement was       
reached between all parties whereby TLC and eyeVantage paid a total of $2.15    
million in July 2003 as full settlement of all claims.                          

     There have been no other changes in legal proceedings from that reported in
the Company's annual report on Form 10-K for the year ended December 31, 2002.  

ITEM 2. CHANGES IN SECURITIES                                                   

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Not applicable.                                                       

ITEM 3. DEFAULTS UPON SENIOR SECURITIES                                         

Not applicable.                                                       

ITEM 4. SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS                      

   The Company's annual meeting of shareholders was held on May 29, 2003. At
the annual meeting, shareholders of the Company voted on the following          
proposals: (a) to confirm certain amendments to the by-laws of the Company; (b) 
to elect seven directors for the ensuing year; and (c) to appoint Ernst & Young 
LLP as auditors of the Company for the ensuing year and to authorize the        
directors to fix the remuneration to be paid to the auditors. Each of the       
proposals, including the election of directors, was approved at the annual      
meeting.                                                                        

  With respect to the approval confirming amendments to the by-laws of the
Company, the following votes were cast:                                         

                                                                [Download Table]

Votes in Favor         Votes Against        Abstentions
--------------         -------------        -----------
                                                       
  17,513,023             245,010              155,509  

   With respect to the election of directors, the following votes were cast:

                                                                [Download Table]

 Nominee                           Votes in Favor     Votes Withheld or Against
 -------                           --------------     -------------------------
                                                                               
Elias Vamvakas                         38,345,225          1,801,410           
John F. Riegert                        38,346,213          1,800,422           
Dr. William David Sullins, Jr.         38,354,393          1,792,242           
Thomas N. Davidson                     38,351,313          1,795,322           
Warren S. Rustand                      38,350,160          1,796,475           
John J. Klobnak                        38,338,134          1,808,501           
Dr. Richard Lindstrom                  38,350,263          1,796,372           

 With respect to the appointment of Ernst & Young LLP as auditors of the
Company for the ensuing year and to authorize the directors to fix the          
remuneration to be paid to the auditors, the following votes were cast:         

                                                                [Download Table]

Votes in Favor         Votes Against                Abstentions 
--------------         -------------                ------------
                                                                
    39,935,673                     0                     88,799 

ITEM 6. EXHIBITS AND REPORTS ON 8-K                                             

a. Exhibits:                                                            

31.1 CEO's Certification required by Rule 13a-14(a) of the Securities Exchange  
Act of 1934, as amended                                               

31.2 CFO's Certification required by Rule 13a-14(a) of the Securities Exchange  
Act of 1934, as amended                                               

32.1 CEO's Certification of periodic financial report pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, U.S.C. Section 1350.                  

32.2 CFO's Certification of periodic financial report pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, U.S.C. Section 1350                   

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b.   Reports on 8-K:                                                  

  A report on 8-K was furnished by the company under Item 9 on May 8, 2003
announcing Company's financial results for the quarter ended March 31, 2003.    

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.                           

                  TLC VISION CORPORATION

                   By:  /s/ Elias Vamvakas
                                          ------------------------------------
                    Elias Vamvakas
                                          Chairman and Chief Executive Officer
                     August 13, 2003

                        By:  /s/ B. Charles Bono III
                                          ------------------------------------
                         B. Charles Bono III
                             Chief Financial Officer
                     August 13, 2003

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 EXHIBIT INDEX

                                                                [Download Table]

EXHIBIT                                                                      
   NO.   DESCRIPTION                                                         
-------  -----------                                                         
                                                                             
31.1     CEO's Certification required by Rule 13a-14(a) of the Securities    
         Exchange Act of 1934, as amended.                                   

31.2     CFO's Certification required by Rule 13a-14(a) of the Securities    
         Exchange Act of 1934, as amended.                                   

32.1     CEO's Certification of periodic financial report pursuant to Section
         906 of the Sarbanes-Oxley Act of 2002, U.S.C. Section 1350.         

32.2     CFO's Certification of periodic financial report pursuant to Section
         906 of the Sarbanes-Oxley Act of 2002, U.S.C. Section 1350          

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This 10-Q Filing	Date	First	Last	Other Filings

	3/31/02	9
	5/15/02	6	11	3/A, 8-K
	5/31/02	13	16	10-K
	6/1/02	10
	6/30/02	2	16
	12/31/02	2	18	10-K, 10-KT/A
	3/3/03	7	11
	3/31/03	17	20	10-K, 10-Q
	5/8/03	20		8-K
	5/29/03	19		DEF 14A, PRE 14A
For The Period Ended	6/30/03	1	18	10-Q/A
	8/11/03	1		4/A, 8-K
	8/13/03	20
Filed On / Filed As Of	8/14/03
	12/31/03	6		10-K, 4, 4/A

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TLC Vision Corp · 10-Q · For 6/30/03

Filed On 8/14/03 2:48pm ET · SEC File 0-29302 · Accession Number 950134-3-11828

Quarterly Report · Form 10-QFiling Table of Contents

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