-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VgJmrBkjEgV7l4tGdk7Ed4o7W60yygCVWXjDdLrBVoZPK8xdxNANU/5+voM4Wkel e6LoH15XfjvX3jTDrSwKOg== 0000950134-03-015479.txt : 20031114 0000950134-03-015479.hdr.sgml : 20031114 20031114165313 ACCESSION NUMBER: 0000950134-03-015479 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031112 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TLC VISION CORP CENTRAL INDEX KEY: 0001010610 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SPECIALTY OUTPATIENT FACILITIES, NEC [8093] IRS NUMBER: 980151150 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-29302 FILM NUMBER: 031005487 BUSINESS ADDRESS: STREET 1: 5600 EXPLORER DRIVE STREET 2: SUITE 301 CITY: MISSISSAUGA ONTARIO STATE: A6 ZIP: 00000 BUSINESS PHONE: 3144346900 MAIL ADDRESS: STREET 1: 540 MARYVILLE CENTRE DR STREET 2: - CITY: ST LOUIS STATE: MO ZIP: 63141 FORMER COMPANY: FORMER CONFORMED NAME: TLC LASER CENTER INC DATE OF NAME CHANGE: 19960314 8-K 1 c81094e8vk.txt FORM 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 (Date of earliest event reported): November 12, 2003 TLC VISION CORPORATION (Exact name of registrant as specified in its charter) NEW BRUNSWICK 0-29302 980151150 (State or other (Commission File (I.R.S. Employer jurisdiction of Number) Identification Number) organization) 5280 SOLAR DRIVE, SUITE 300 MISSISSAUGA, ONTARIO L4W 5M8 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (905) 602-2020 ================================================================================ ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 99.1 Earnings Press Release, dated November 12, 2003 ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION On November 12, 2003, TLC Vision Corporation (the "Registrant") issued a press release announcing its financial results for the quarter and nine months ended September 30, 2003. A copy of the press release is attached hereto and incorporated herein as Exhibit 99.1. This Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. * * * 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: November 13, 2003 TLC VISION CORPORATION By: /s/ Robert W. May -------------------------------------- Robert W. May General Counsel and Secretary 3 EXHIBIT INDEX
Exhibit No. Description - ----------- ----------------------------------------------- 99.1 Earnings Press Release, dated November 12, 2003
EX-99.1 3 c81094exv99w1.txt EARNINGS PRESS RELEASE Exhibit 99.1 (TLC VISION LOGO (SM)) NEWS RELEASE CONTACT: FOR IMMEDIATE RELEASE Stephen Kilmer Director of Investor Relations (905) 238-3904 Email: investor.relations@tlcvision.com TLCVISION REPORTS Q3-03 FINANCIAL RESULTS TORONTO, ON, NOVEMBER 12, 2003: TLC Vision Corporation (NASDAQ:TLCV; TSX:TLC), North America's premier eye care services company, today announced its financial results for the three and nine month periods ended September 30, 2003. All dollar amounts are expressed in U.S. currency and results are reported in accordance with U.S. generally accepted accounting principles (U.S. GAAP) unless otherwise stated. Q3-03 paid laser procedure volumes were over 39,500 compared to 40,700 in the same period a year ago. This result was due to strong same-store volume growth in the owned and managed centers of 15% offset by merger consolidation, the closing of unprofitable centers, and a 8.7% volume decline in the lower margin contribution access business. CustomLASIK procedures represented approximately 32% of this quarter's owned and managed center volumes. Higher pricing and gross margins associated with CustomLASIK procedures, combined with lower break-even refractive volume requirements led to significantly improved operating performance. Q3-03 total net revenues were $46.0 million, up from $43.8 million in Q3-02. Revenues from other healthcare services continued to demonstrate steady growth and represented 26.6% of total net revenues in Q3-03 compared to 22.8% in the same three month period a year ago. On a GAAP basis, TLCVision reported a net loss of ($4.1 million) or ($0.06) per share in the third quarter of 2003 which included $975,000 in research and development expense related to the Company's ongoing investment in Vascular Sciences Corporation. TLCVision reported a net loss of ($2.5 million) or ($0.04) per share for the same period a year ago which included a non-recurring gain of $6.6 million or $0.10 per share related to the settlement of a class action antitrust case with two laser manufacturers. Excluding this one-time gain, the Q3-02 loss was ($9.1 million) or ($0.14) per share. Q3-03 adjusted EBITDA grew almost ten-fold to $3.3 million from $340,000 in Q3-02. [Adjusted EBITDA is defined as earnings before interest, taxes, depreciation and amortization ("EBITDA") excluding certain non-recurring items and is used to assist in understanding and comparing operating results. EBITDA and Adjusted EBITDA, which are not calculated identically by all companies, are not substitutes for operating income, net income and cash flow as determined in accordance with generally accepted accounting principles. Management uses EBITDA and Adjusted EBITDA as key measures of operating performance. Reference should be made to the "Adjusted EBITDA" table that provides reconciliation between earnings (loss) as prescribed by U.S. GAAP and "Adjusted EBITDA".] Elias Vamvakas, TLCVision's Chairman & CEO, commented "Now out of the third quarter, our weakest period of the year, early indications in the fourth quarter are that CustomLASIK adoption rate momentum is continuing to gradually build in the center business while seasonal strength in total refractive volumes is materializing. With the combination of margin expansion and volume growth, we feel confident that we are on track to deliver significantly improved financial performance." ABOUT TLC VISION TLC Vision Corporation is North America's premier eye care services company. TLCVision enjoys a number of valuable assets including an affiliated network of more than 12,500 optometrists and 1,000 ophthalmic surgeons, access to some of the newest clinical technologies, proven patient education and marketing programs, state-of-the art information systems, a strong operations management culture and a number of well established corporate brands. The Company's common shares trade on the NASDAQ National Market under the symbol 'TLCV' and on the Toronto Stock Exchange under the symbol 'TLC'. Visit TLCVision's web site at www.tlcv.com. 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 and Section 21E of the U.S. Securities Exchange Act of 1934, 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. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of numerous factors, including the timing of expenditures, effects of competition, changes to pricing, acquisitions and expansion opportunities, any of which could cause actual results to vary materially from current results or TLCVision's anticipated future results. 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. TLC VISION CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, ------------------------- ------------------------- 2003 2002 2003 2002 ---------- ---------- ---------- ---------- Revenues Refractive Owned.............................. $ 12,386 $ 13,231 $ 40,649 $ 40,679 Managed............................ 12,546 10,895 41,443 42,695 Access............................. 8,861 9,684 29,437 17,349 Other healthcare services............... 12,221 9,992 35,607 23,128 ---------- ---------- ---------- ---------- Total revenues............................ 46,014 43,802 147,136 123,851 ---------- ---------- ---------- ---------- Cost of revenues Refractive Owned.............................. 10,412 11,714 33,128 31,427 Managed............................ 9,827 9,732 30,290 30,478 Access............................. 6,558 6,864 20,201 11,866 Reduction in fair value of capital assets............................ -- -- -- 1,487 Other healthcare services............... 7,752 6,185 23,182 14,950 ---------- ---------- ---------- ---------- Total cost of revenues.................... 34,549 34,495 106,801 90,208 ---------- ---------- ---------- ---------- Gross margin............................ 11,465 9,307 40,335 33,643 ---------- ---------- ---------- ---------- General and administrative................ 8,023 9,478 24,355 26,539 Marketing................................. 3,118 3,688 10,275 10,732 Amortization of intangibles............... 1,665 1,556 5,015 6,343 Research and development.................. 975 2,000 975 4,000 Impairment of goodwill and other intangible assets.................................. -- -- -- 81,720 Adjustment to the fair value of investments and long-term receivables allowance, net.......................... 231 -- (217) 5,003 Restructuring and other charges........... -- 1,064 1,720 8,055 ---------- ---------- ---------- ---------- ........................................... 14,012 17,786 42,123 142,392 ---------- ---------- ---------- ---------- Operating loss............................ (2,547) (8,479) (1,788) (108,749) Other income and (expense): Other income, net....................... 74 6,627 640 6,627 Interest expense, net................... (325) (258) (1,086) (902) Minority interests...................... (1,110) (132) (3,612) (822) ---------- ---------- ---------- ---------- Loss before income taxes.................. (3,908) (2,242) (5,846) (103,846) Income tax expense........................ (182) (290) (627) (1,158) ---------- ---------- ---------- ---------- Net loss.................................. $ (4,090) $ (2,532) $ (6,473) $ (105,004) ========== ========== ========== ========== Net loss per share - basic and diluted.... (0.06) $ (0.04) $ (0.10) $ (2.05) ========== ========== ========== ========== Weighted average number of common shares outstanding - basic and diluted......... 64,743 64,056 63,888 51,220
TLC VISION CORPORATION RECONCILIATION OF NET LOSS TO ADJUSTED EBITDA (IN THOUSANDS EXCEPT PER SHARE AMOUNTS) (UNAUDITED)
3 MONTHS ENDED SEPTEMBER 30, ----------------------------- 2003 2002 ----------- ----------- Loss for the period $ (4,090) $ (2,532) Interest 325 258 Taxes 182 290 Depreciation and amortization 5,760 5,887 ----------- ----------- EBITDA 2,177 3,903 Research and development (1) 975 2,000 Restructuring and other charges -- 1,064 Adjustment to the fair value of investments and long-term receivables allowance, net 231 -- Other income, net (74) (6,627) ----------- ----------- Adjusted EBITDA $ 3,309 $ 340 =========== =========== Weighted average number of shares 64,743 64,056 Adjusted EBITDA per share $ 0.05 $ 0.01
(1) Research and development expense relates to TLCVision's agreement to advance up to $6 million in convertible and non-convertible debt to Vascular Sciences Corporation from time to time in addition to the $3 million of Vascular Sciences equity acquired and expensed in 2002. Vascular Science's technology is in the development stage and, accordingly, the Company accounts for its investment as a research and development arrangement whereby costs are expensed as amounts are provided to Vascular Science. TLC VISION CORPORATION NET REVENUE AFTER DOCTOR COMPENSATION SUPPLEMENTAL ANALYSIS (IN THOUSANDS) (UNAUDITED)
3 MONTHS ENDED SEPTEMBER 30, ------------------------------- 2003 2002 ------------ ------------ Revenue - Refractive $ 33,793 $ 33,810 Doctors Compensation (2,455) (3,063) ------------ ------------ Net Revenue after Doctors Compensation - Refractive 31,338 30,747 Other Healthcare Service 12,221 9,992 ------------ ------------ Total Net Revenue after Doctors Compensation $ 43,559 $ 40,739 ============ ============
TLC VISION CORPORATION CONSOLIDATED BALANCE SHEETS (IN THOUSANDS)
(UNAUDITED) SEPTEMBER 30, DECEMBER 31, 2003 2002 ------------- ------------- ASSETS Current assets Cash and cash equivalents $ 25,328 $ 36,081 Restricted cash - current 3,211 -- Short-term investments 769 1,557 Accounts receivable 18,800 14,155 Prepaids and other current assets 10,758 9,820 ------------- ------------- Total current assets 58,866 61,613 Restricted cash - non-current 1,349 3,975 Investments and other assets 2,308 2,442 Intangibles, net 24,575 29,326 Goodwill, net 47,990 40,697 Fixed assets 57,175 58,003 ------------- ------------- Total assets $ 192,263 $ 196,056 ============= ============= LIABILITIES Current liabilities Accounts payable $ 11,579 $ 13,857 Accrued liabilities 29,540 28,911 Current portion of long-term debt 9,602 6,322 ------------- ------------- Total current liabilities 50,721 49,090 Other long-term liabilities 3,394 9,630 Long term-debt, less current maturities 16,633 15,760 Minority interests 10,354 9,748 SHAREHOLDERS' EQUITY Capital stock 396,884 388,769 Treasury stock (2,429) (2,623) Option and warrant equity 8,532 11,035 Accumulated deficit (291,826) (285,353) ------------- ------------- Total shareholders' equity 111,161 111,828 ------------- ------------- Total liabilities and shareholders' equity $ 192,263 $ 196,056 ============= =============
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