8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report: August 14, 2009
(Date of earliest event reported)

TLC Vision Corporation

(Exact name of registrant as specified in its charter)

New Brunswick,	000-29302	980151150
Canada	(Commission File	(IRS Employer
(State or other jurisdiction	Number)	Identification Number)
of incorporation)
5280 Solar Drive, Suite 100
Mississauga, Ontario		L4W 5M8
(Address of principal executive offices)		(Zip Code)

636-534-2300
(Registrant’s telephone number, including area code)

Not Applicable
(Former Name or Former Address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition

TLC Vision Corporation Second Quarter 2009 Earnings Release

Item 9.01. Financial Statements and Exhibits

(a) Financial statements:

None

(b) Pro forma financial information:

None

(c) Shell company transactions:

None

(d) Exhibits

99.1 Press Release of TLC Vision Corporation dated August 13, 2009

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 14, 2009	TLC VISION CORPORATION
	By:	/s/ James J. Hyland
		James J. Hyland
		VP Investor Relations

Exhibit Index

Exhibit No.	Description
99.1	Press Release of TLC Vision Corporation dated August 13, 2009

EX-99.1

Exhibit 99.1

News Release	Contact:
For Immediate Release	James J. Hyland, VP Investor Relations
	(636) 534-2369
	Email: investor.relations@tlcvision.com

TLCVision Reports Second Quarter 2009 Results

ST. LOUIS, MO, August 13, 2009: TLCVision Corporation (NASDAQ:TLCV; TSX:TLC), North America’s premier eye care services company, today announced results for the second quarter ended June 30, 2009.

James B. Tiffany, President and Chief Operating Officer of TLCVision, commented, “TLCVision posted strong operating results during the second quarter of 2009, despite the current economic environment. Our refractive centers procedure volume, down 28% from the prior year’s quarter, outperformed industry estimates. Additionally, we were able to increase our market share in the second quarter to 15% versus 14% in the prior year period.

Our non-refractive businesses, which include other surgical procedures and general eye care, accounted for 44% of our total revenue for the quarter. We also continue to realize significant cost reductions related to ongoing initiatives that generated approximately $11.4 million of cost savings in the second quarter of 2009 versus the prior year. Our cash balance at June 30, 2009 was $14.1 million.

With respect to our credit facility, we recently secured a limited waiver extension from our lenders until September 9, 2009 and we continue to work with our lenders and advisors to secure a more flexible capital structure for the Company.

We benefit from a strong foundation in our non-refractive businesses as they continue to contribute positive EBITDA and cash flow. Our better than market performance in our refractive business is the result of our multi-channel patient acquisition model and the dedicated effort of TLCVision employees across North America who continue to provide the best clinical outcomes in the industry.”

Second Quarter 2009 Results

• Revenue for the second quarter was $58.5 million, a 21% decrease over prior year revenue of $74.1 million, with refractive revenues showing a decline of 31%.

o Refractive Centers revenue of $27 million decreased by 31%, as majority-owned center procedures declined by 29%, less than estimated market declines.

o Doctor Services revenue of $24 million decreased by 4%, reflecting weakness in the refractive access business partially offset by growth in the cataract business.

o Eye Care revenue of $7 million decreased 26%. This decrease was due to the timing of the Vision Source annual national meeting which was held in Q1 2009 this year compared to Q2 2008. Excluding annual meeting revenue in Q2 2008, Eye Care recorded an increase in revenue of 13% for Q2 2009 due primarily to an increase in franchise revenue.

• General and administrative and marketing costs declined by 31% or $5.3 million below prior year due to cost reduction initiatives.

• Other expenses increased $6.0 million due to various restructuring activities including legal fees, consulting costs and severance charges.

• Consolidated net loss attributable to TLC Vision Corporation for the second quarter was ($6.9) million, compared to ($2.2) million from the prior year period. Net loss attributable to TLC Vision Corporation per diluted share for the second quarter was ($0.14), compared to net a loss of ($0.04) for the prior year period.

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• Pro-forma net loss attributable to TLC Vision Corporation for the second quarter (excluding severance and restructuring charges) was ($1.3) million or ($0.03) per fully diluted share, compared with ($2.2) million, or ($0.04) per fully diluted share in the second quarter of 2008.

• Adjusted EBITDA for the second quarter was $6.0 million, or $0.12 per fully diluted share, compared to $5.7 million, or $0.11 per fully diluted share for the second quarter of 2008.

Six Month 2009 Results

• Revenue for the six months ended June 30, 2009, was $127.9 million, a 22% decrease over prior year revenue of $164.5 million, with refractive revenues showing a decline of 36%.

o Refractive Centers revenue of $63 million decreased by 36%, as majority-owned center procedures declined by 35%.

o Doctor Services revenue of $48 million decreased by 5%, reflecting weakness in the refractive access business partially offset by growth in the cataract business.

o Eye Care revenue of $17 million increased 7% as a result of increased franchises and revenue per franchisee.

• General and administrative and marketing costs declined by 34% or $12.5 million below prior year due to cost reduction initiatives.

• Other expenses increased $8.7 million due to various restructuring activities including legal fees, consulting costs and severance charges.

• Consolidated net loss attributable to TLC Vision Corporation for the six months ended June 30, 2009 was ($8.2) million, compared to net income of $3.9 million from the prior year period. Net loss attributable to TLC Vision Corporation per diluted share for the six months ended June 30, 2009, was ($0.16), compared to net income per diluted share of $0.08 for the prior year period.

• Pro-forma net income attributable to TLC Vision Corporation for the six months ended June 30, 2009 (excluding severance and restructuring charges) was $0.1 million, or $0.00 per fully diluted share, compared with $3.9 million, or $0.08 per fully diluted share for the prior year period.

• Adjusted EBITDA for the six months ended June 30, 2009 was $14.6 million, or $0.29 per fully diluted share, compared to $19.6 million, or $0.39 per fully diluted share, for the first six months of 2008.

Use of Non-GAAP Measures

Pro-forma results are presented to facilitate a comparison of current year and prior year results. The calculations of pro-forma results are not specified by United States generally accepted accounting principles (“GAAP”). Our calculations of pro-forma results may not be comparable to similarly-titled measures of other companies. A reconciliation of reported net income to pro-forma net income for the quarter and six months ended June 30, 2009 and 2008, is included in the attached Consolidated Statements of Operations.

Adjusted EBITDA is a non-GAAP financial measure. It is used in addition to and in conjunction with results presented in accordance with GAAP. This non-GAAP financial measure reflects an additional way of viewing aspects of our operations that, when viewed with our GAAP results, provide a more complete understanding of factors and trends affecting our business. A schedule detailing the calculation of Adjusted EBITDA is attached to this release.

Non-GAAP measures should be considered as a supplement to, and not as a substitute for, or superior to, the corresponding measures calculated in accordance with generally accepted accounting principles.

Conference Call

The company will host a conference call and live webcast with investors and analysts on Thursday, August 13, 2009 at 5:00 p.m. (EDT). To access, please dial 888-359-3632 or 719-785-1754 (international callers) and enter the pass code 2703574. The call will be broadcast live on the company’s website at www.tlcv.com under the “Webcasts” link in the Investor Relations section.

A replay of the conference call will be available until August 27, 2009. To access the replay, dial 888-203-1112 or 719-457-0820 (international callers) and enter the pass code: 2703574. The call will also be archived on the company’s web site at www.tlcv.com under the “Webcasts” link in the Investor Relations section.

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Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, Section 21E of the U.S. Securities Exchange Act of 1934 and Canadian Provincial Securities Laws, which statements can be identified by the use of forward-looking terminology, such as “may,” “will,” “expect,” “intend,” “anticipate,” “estimate,” “predict,” “plans” or “continue” or the negative thereof or other variations thereon or comparable terminology referring to future events or results. We caution that all forward-looking information is inherently uncertain and that actual results may differ materially from the assumptions, estimates or expectations reflected in the forward-looking information. A number of factors could cause actual results to differ materially from those in forward-looking statements, including but not limited to economic conditions, the level of competitive intensity for laser vision correction, the market acceptance of laser vision correction, concerns about potential side effects and long term effects of laser vision correction, the ability to maintain agreements with doctors on satisfactory terms, quarterly fluctuation of operating results that make financial forecasting difficult, the volatility of the market price of our common shares, profitability of investments, successful execution of our direct-to-consumer marketing programs, the ability to open new centers, the reliance on key personnel, medical malpractice claims and the ability to maintain adequate insurance therefore, claims for federal, state and local taxes, compliance with industry regulation, compliance with U.S. and Canadian healthcare regulations, disputes regarding intellectual property, many of which are beyond our control.

Therefore, should one or more of theses risks materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary significantly from what we currently foresee. Accordingly, we warn investors to exercise caution when considering any such forward-looking information herein and to not place undue reliance on such statements and assumptions. We are under no obligation (and we expressly disclaim any such obligation) to update or alter any forward-looking statements or assumptions whether as a result of new information, future events or otherwise, except as required by law.

See the Company’s reports filed with the Canadian Securities Regulators and the U.S. Securities and Exchange Commission from time to time for cautionary statements identifying important factors with respect to such forward- looking statements, including certain risks and uncertainties, that could cause actual results to differ materially from results referred to in forward-looking statements. TLCVision assumes no obligation to update the information contained in this press release.

About TLCVision

TLCVision is North America’s premier eye care services company, providing eye doctors with the tools and technologies needed to deliver high-quality patient care. Through its centers’ management, technology access service models, extensive optometric relationships, direct to consumer advertising and managed care contracting strength, TLCVision maintains leading positions in Refractive, Cataract and Eye Care markets. Information about vision correction surgery can be found on the TLC Laser Eye Centers’ website at www.lasik.com. More information about TLCVision can be found on the Company’s website at www.tlcv.com.

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

	Three months ended June 30,
	2009			2008
Revenues:
Refractive centers	$	26,948		$	39,057
Doctor services		24,492			25,528
Eye care		7,019			9,512
Total revenues		58,459			74,097
Cost of revenues (excluding amortization):
Refractive centers		21,595			29,409
Doctor services		17,757			18,680
Eye care		3,150			4,691
Total cost of revenues (excluding amortization)		42,502			52,780
Gross profit		15,957			21,317
General and administrative		6,392			6,986
Marketing and sales		5,509			10,209
Amortization of intangibles		582			803
Other expense (income), net		5,628			(359	)
Total operating costs		18,111			17,639
Operating (loss) income		(2,154	)		3,678
Interest income		34			216
Interest expense		(2,462	)		(2,414	)
Earnings (loss) from equity investments		442			(319	)
Loss (Income) before income taxes		(4,140	)		1,161
Income tax expense		(274	)		(285	)
Net (loss) income		(4,414	)		876
Less: Net income attributable to noncontrolling interest		2,445			3,076
Net loss attributable to TLC Vision Corporation	$	(6,859	)	$	(2,200	)
Net loss per share attributable to TLC Vision Corporation, diluted	$	(0.14	)	$	(0.04	)
Weighted average number of common shares outstanding, diluted		50,565			50,292
Calculation of Pro Forma Net Loss and EPS
Net loss attributable to TLC Vision Corporation, as reported	$	(6,859	)	$	(2,200	)
Add: Severance and restructuring charges		5,572			0
Pro forma net loss attributable to TLC Vision Corporation	$	(1,287	)	$	(2,200	)
Pro forma net loss per share attributable to TLC Vision Corporation, diluted	$	(0.03	)	$	(0.04	)
Calculation of Adjusted EBITDA
Net loss attributable to TLC Vision Corporation, as reported	$	(6,859	)	$	(2,200	)
Add: Income tax expense		274			285
Depreciation and amortization		3,997			4,982
Interest expense, net		2,428			2,198
Non-cash compensation		135			354
Foreign exchange loss		401			82
Severance and restructuring charges		5,572			—
Other		7			—
Adjusted EBITDA	$	5,955		$	5,701
Adjusted EBITDA per share, diluted	$	0.12		$	0.11

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

	Six months ended June 30,
	2009			2008
Revenues:
Refractive centers	$	62,948		$	98,024
Doctor services		48,048			50,591
Eye care		16,885			15,837
Total revenues		127,881			164,452
Cost of revenues (excluding amortization):
Refractive centers		47,630			66,766
Doctor services		36,091			36,821
Eye care		7,922			7,513
Total cost of revenues (excluding amortization)		91,643			111,100
Gross profit		36,238			53,352
General and administrative		12,328			15,353
Marketing and sales		12,337			21,860
Amortization of intangibles		1,165			1,633
Other expense (income), net		8,146			(556	)
Total operating costs		33,976			38,290
Operating income		2,262			15,062
Interest income		168			426
Interest expense		(5,563	)		(4,890	)
Earnings (loss) from equity investments		792			(102	)
(Loss) income before income taxes		(2,341	)		10,496
Income tax expense		(484	)		(732	)
Net (loss) income		(2,825	)		9,764
Less: Net income attributable to noncontrolling interest		5,358			5,892
Net (loss) income attributable to TLC Vision Corporation	$	(8,183	)	$	3,872
Net (loss) income per share attributable to TLC Vision Corporation, diluted	$	(0.16	)	$	0.08
Weighted average number of common shares outstanding, diluted		50,542			50,293
Calculation of Pro Forma Net (Loss) Income and EPS
Net (loss) income attributable to TLC Vision Corporation, as reported	$	(8,183	)	$	3,872
Add: Restructuring and severance charges		8,258			0
Pro forma net income attributable to TLC Vision Corporation	$	75		$	3,872
Pro forma net income per share attributable to TLC Vision Corporation, diluted	$	0.00		$	0.08
Calculation of Adjusted EBITDA
Net (loss) income attributable to TLC Vision Corporation, as reported	$	(8,183	)	$	3,872
Add: Income tax expense		484			732
Depreciation and amortization		8,009			9,877
Interest expense, net		5,395			4,464
Non-cash compensation		343			711
Foreign exchange loss (gain)		309			(81	)
Severance and restructuring charges		8,258			—
Other		7			—
Adjusted EBITDA	$	14,622		$	19,575
Adjusted EBITDA per share, diluted	$	0.29		$	0.39

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TLC VISION CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands)

	(Unaudited)
	As of			As of
	June 30,			December 31,
	2009			2008
ASSETS
Current assets:
Cash and cash equivalents	$	14,055		$	4,492
Accounts receivable, net		17,697			16,870
Prepaid expenses, inventory and other		11,393			14,214
Total current assets		43,145			35,576
Restricted cash		943			—
Investments and other assets, net		11,479			11,694
Goodwill		28,570			28,570
Other intangible assets, net		9,318			10,628
Fixed assets, net		46,204			50,514
Total assets	$	139,659		$	136,982
LIABILITIES
Current liabilities:
Accounts payable	$	15,906		$	17,897
Accrued liabilities		23,500			28,076
Current maturities of long-term debt (including $76.7 million of term debt at June 30, 2009 and $82.7 million in default December 31, 2008)		106,837			89,081
Total current liabilities		146,243			135,054
Long-term debt, less current maturities		15,749			16,500
Other long-term liabilities		4,626			5,444
Total liabilities		166,618			156,998
STOCKHOLDERS’ DEFICIT
TLC Vision Corporation stockholders’ deficit:
Common stock, no par value		339,477			339,112
Option and warrant equity		745			745
Accumulated other comprehensive loss		(1,167	)		(1,545	)
Accumulated deficit		(381,841	)		(373,658	)
Total TLC Vision Corporation stockholders’ deficit		(42,786	)		(35,346	)
Noncontrolling interest		15,827			15,330
Total stockholders’ deficit		(26,959	)		(20,016	)
Total liabilities and stockholders’ deficit	$	139,659		$	136,982

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TLC VISION CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(In thousands, except per share amounts)

	Six months ended June 30,
	2009			2008
OPERATING ACTIVITIES
Net (loss) income	$	(2,825	)	$	9,764
Adjustments to reconcile net (loss) income to net cash from operating activities:
Depreciation and amortization		8,009			9,877
(Earnings) loss from equity investments		(792	)		102
Gain on sales and disposals of fixed assets		(277	)		(289	)
Gain on sale of businesses		—			(145	)
Non-cash compensation expense		343			711
Other		550			354
Changes in operating assets and liabilities, net of acquisitions and dispositions:		(542	)		2,173
Cash provided by operating activities		4,466			22,547
INVESTING ACTIVITIES
Purchases of fixed assets		(773	)		(1,957	)
Proceeds from sales of fixed assets		345			550
Distributions and loan payments received from equity investments		1,071			945
Acquisitions and equity investments		(4,838	)		(7,533	)
Divestitures of businesses		—			1,179
Other		104			(28	)
Cash used in investing activities		(4,091	)		(6,844	)
FINANCING ACTIVITIES
Restricted cash movement		(943	)		893
Principal payments of debt financing and capital leases		(2,924	)		(17,411	)
Proceeds from debt financing		17,971			7,385
Capitalized debt costs		(78	)		(534	)
Distributions to noncontrolling interests		(4,861	)		(5,175	)
Proceeds from issuances of common stock		23			275
Cash provided by (used in) financing activities		9,188			(14,567	)
Net increase in cash and cash equivalents during the period		9,563			1,136
Cash and cash equivalents, beginning of period		4,492			12,925
Cash and cash equivalents, end of period	$	14,055		$	14,061
Operating cash flow per diluted share	$	0.09		$	0.45

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