TLC Vision Corporation (Form: 8-K)

ST. LOUIS, MO, August 5, 2008: TLCVision Corporation (NASDAQ:TLCV; TSX:TLC), North America’s premier eye care services company, today reported second quarter earnings for the quarter ended June 30, 2008.

Jim Wachtman, President and Chief Executive Officer of TLCVision, commented, “Our results this quarter in our Lasik businesses were significantly impacted by the weak economy, as evidenced by a consumer confidence index that has declined to a level not seen since the early 1990’s.

In the first quarter, we recorded strong growth in all three of our refractive center patient acquisition channels, and posted record results. In the second quarter, however, we experienced a significant weakening in procedure volume, although our performance was ahead of the overall industry that experienced a decline estimated at 25% to 30%. We continue to gain market share despite lower volumes, with our same-store, majority-owned centers posting a 6.2% procedure decline through the first half of 2008 compared to an industry that is estimated to have declined 20% during the same six month period.

It is also important to remember that approximately 30% of our business volume is in non-discretionary sectors which are less susceptible to economic pressures. Those businesses continue to show solid growth. We continue to remain focused on managing costs, paying down debt and delivering the best clinical care in the industry.”

•

Revenue for the second quarter was $74.1 million, compared to $80.1 million for the prior year period, a decrease of 7.5%

•

Refractive Centers revenue was $39.1 million, down 16.9% due to a shortfall in same-store, majority-owned center procedures, which totaled 21,333 in the second quarter, a 22.8% decrease from the prior year period. Average revenue per center procedure increased to $1,726, up 4% from the prior year period.

•

Doctor Services revenue increased 2.7% to $25.5 million on the strength of higher surgical and product unit volumes.

•

Eye Care revenue increased 15.8% to $9.5 million as a result of increased franchises and revenue per franchisee.

•

Consolidated net loss for the second quarter was ($2.2) million, compared to net income of $0.9 million for the prior year period. Loss per diluted share for the second quarter was ($0.04), compared to earnings per diluted share of $0.01 for the prior year period.

•

Operating cash flow for the quarter ended June 30, 2008, was ($0.3) million, reflecting a reversal of working capital benefits from the first quarter of 2008.

•

Revenue for the six months ended June 30, 2008 was $164.5 million, compared to $162.4 million for the prior year period, an increase of 1.2%.

•

Refractive Centers revenue was $98.0 million, a decrease of $0.8 million from the prior year period. Same-store, majority-owned center procedures totaled 54,109, a decrease of 6.2%. Average revenue per center procedure increased to $1,713, up 4% from the prior year period.

•

Consolidated income for the six months ended June 30, 2008, was $3.9 million, compared to $4.4 million for the prior year period. Earnings per diluted share for the first six months were $0.08 compared to $0.06 for the prior year period.

•

Operating cash flow for the six months ended June 30, 2008, was $22.5 million, or $0.45 per diluted share, compared to $21.7 million, or $0.31 per diluted share, in the prior year period, up 45% on a per diluted share basis.

•

Total debt was reduced during the first six months of 2008 by $7.9 million, or 7.2%.

TLCVision invites all interested parties to participate in a conference call during which time the financial and operating results will be discussed. The company will host a conference call and live webcast with investors and analysts on Tuesday, August 5, 2008 at 9:00 am (EDT). To access, please dial 866-303-7746 or 416-641-6141 (international callers). The call will be broadcast live on the company’s web site at www.tlcv.com under the “Webcasts” link in the Investor Relations section.

A replay of the conference call will be available until August 19, 2008. To access the replay, dial 800-408-3053 or 416-695-5800 (international callers) and enter the pass code: 3266437. 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.

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.

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.


TLC VISION CORPORATION
CONSOLIDATING STATEMENTS OF OPERATIONS (UNAUDITED)
(In thousands, except per share amounts)
	Three Months Ended June 30, 2008											Three Months Ended June 30, 2007

	Results Before AMD									Results Before AMD
	Segment			AMD Segment			Total TLCVision			Segment				AMD Segment					Total TLCVision

Revenues:
Refractive centers	$	39,057		$	—		$	39,057				$	47,006			$	—			$	47,006
Doctor services		25,528			-			25,528		24,861					-						24,861
Eye care		9,512			-			9,512		8,214					-						8,214

Total revenues		74,097			-			74,097		80,081					-						80,081

Cost of revenues (excluding amortization):
Refractive centers		29,409			-			29,409		32,705					-						32,705
Doctor services		18,680			-			18,680		17,659					-						17,659
Eye care		4,691			-			4,691		3,959					-						3,959

Total cost of revenues (excluding
amortization)		52,780			-			52,780		54,323					-						54,323


Gross profit		21,317			-			21,317		25,758					-						25,758


General and administrative		6,986			-			6,986		8,940					-						8,940
Marketing and sales		10,209			-			10,209		10,686					-						10,686
Amortization of intangibles		803			-			803		918					-						918
Other (income) expense, net		(359	)		—			(359	)		96				—						96

Total operating expenses		17,639			-			17,639		20,640					-						20,640

Operating income		3,678			-			3,678		5,118					-						5,118

Gain on sale of OccuLogix, Inc.
stock		-			-			-			-			933							933
Interest income		216			-			216		579					-						579
Interest expense		(2,414	)		-			(2,414	)	(689)					-						(689	)
Minority interest expense		(3,076	)		-			(3,076	)	(2,643)					-						(2,643	)
(Loss) earnings from equity
investments		(319	)		-			(319	)	499				(1,614)							(1,115	)

(Loss) income from continuing
operations before income taxes		(1,915	)		-			(1,915	)	2,864				(681)							2,183
Income tax expense		(285	)		-			(285	)	(1,653)					-						(1,653	)

(Loss) income from continuing
operations		(2,200	)		-			(2,200	)	1,211				(681)							530
Income from discontinued
operations, net of tax		-			-			-		346					-						346
								-

Net (loss) income	$	(2,200	)	$	—		$	(2,200	)			$	1,557			$	(681	)		$	876


(Loss) earnings per share — diluted	$	(0.04	)	$	—		$	(0.04	)			$	0.02			$	(0.01	)		$	0.01


Weighted average number of common
shares outstanding — diluted		50,292			50,292			50,292		68,581				68,581							68,581
Note: The AMD segment includes the Company’s interest in OccuLogix, Inc.
TLC VISION CORPORATION
CONSOLIDATING STATEMENTS OF OPERATIONS (UNAUDITED)
(In thousands, except per share amounts)
	Six Months Ended June 30, 2008											Six Months Ended June 30, 2007

	Results Before AMD									Results Before AMD
	Segment			AMD Segment			Total TLCVision			Segment				AMD Segment					Total TLCVision

Revenues:
Refractive centers	$	98,024		$	—		$	98,024				$	98,790			$	—			$	98,790
Doctor services		50,591			-			50,591		49,851					-						49,851
Eye care		15,837			-			15,837		13,786					-						13,786

Total revenues		164,452			-			164,452		162,427					-						162,427

Cost of revenues (excluding amortization):
Refractive centers		66,766			-			66,766		66,941					-						66,941
Doctor services		36,821			-			36,821		35,460					-						35,460
Eye care		7,513			-			7,513		6,434					-						6,434

Total cost of revenues (excluding
amortization)		111,100			-			111,100		108,835					-						108,835


Gross profit		53,352			-			53,352		53,592					-						53,592


General and administrative		15,353			-			15,353		18,857					-						18,857
Marketing and sales		21,860			-			21,860		19,121					-						19,121
Amortization of intangibles		1,633			-			1,633		1,702					-						1,702
Other (income) expense, net		(556	)		-			(556	)	534					-						534

Total operating expense		38,290			-			38,290		40,214					-						40,214

Operating income		15,062			-			15,062		13,378					-						13,378

Gain on sale of OccuLogix, Inc.
stock		-			-			-			-			933							933
Interest income		426			-			426		1,147					-						1,147
Interest expense		(4,890	)		-			(4,890	)	(1,129)					-						(1,129	)
Minority interest expense		(5,892	)		-			(5,892	)	(5,091)					-						(5,091	)
(Loss) earnings from equity
investments		(102	)		-			(102	)	1,310				(4,131)							(2,821	)

Income (loss) from continuing
operations before income taxes		4,604			-			4,604		9,615				(3,198)							6,417
Income tax expense		(732	)		-			(732	)	(2,604)					-						(2,604	)

Income (loss) from continuing
operations		3,872			-			3,872		7,011				(3,198)							3,813
Income from discontinued
operations, net of tax		-			-			-		541					-						541
								-

Net income (loss)	$	3,872		$	—		$	3,872				$	7,552			$	(3,198	)		$	4,354


Earnings (loss) per share — diluted	$	0.08		$	—		$	0.08				$	0.11			$	(0.05	)		$	0.06


Weighted average number of common
shares outstanding — diluted		50,293			50,293			50,293		69,104				69,104							69,104

Note: The AMD segment includes the Company’s interest in OccuLogix, Inc.
TLC VISION CORPORATION
CONSOLIDATING BALANCE SHEETS
(In thousands)
				June 30, 2008										December 31, 2007
								-
	Results Before AMD									Results Before AMD
	Segment			AMD Segment			Total TLCVision			Segment (Unaudited)				AMD Segment (Unaudited)					Total TLCVision

ASSETS
Current assets
Cash and cash equivalents	$	14,061		$	—		$	14,061				$	12,925			$	—			$	12,925
Accounts receivable, net		18,655			-			18,655		18,076					-						18,076
Prepaid expenses, inventory and
other		14,771			-			14,771		14,882					-						14,882

Total current assets		47,487			-			47,487		45,883					-						45,883

Restricted cash		208			-			208		1,101					-						1,101
Investments and other assets		17,711			-			17,711		17,524					-						17,524
Goodwill		101,895			-			101,895		94,346					-						94,346
Other intangible assets, net		15,474			-			15,474		17,020					-						17,020
Fixed assets, net		57,505			-			57,505		61,936					-						61,936

Total assets	$	240,280		$	—		$	240,280				$	237,810			$	—			$	237,810


LIABILITIES
Current liabilities
Accounts payable	$	23,427		$	—		$	23,427				$	17,177			$	—			$	17,177
Accrued liabilities		22,270			-			22,270		28,115					-						28,115
Current maturities of long-term debt		7,716			-			7,716		11,732					-						11,732

Total current liabilities		53,413			-			53,413		57,024					-						57,024

Long-term debt, less current
maturities		94,524			-			94,524		98,417					-						98,417
Other long-term liabilities		9,878			-			9,878		5,023					-						5,023
Minority interests		15,941			-			15,941		15,224					-						15,224

Total liabilities		173,756			-			173,756		175,688					-						175,688


STOCKHOLDERS’ EQUITY
Common stock		310,049			28,501			338,550		308,972				28,501							337,473
Option and warrant equity		745			-			745		837					-						837
Other comprehensive income		(1,239	)		-			(1,239	)	(784)					-						(784	)
Accumulated deficit		(243,031	)		(28,501	)		(271,532	)	(246,903)				(28,501)					(275,404)

Total stockholders’ equity		66,524			-			66,524		62,122					-						62,122


Total liabilities and stockholders’ equity	$	240,280		$	—		$	240,280				$	237,810			$	—			$	237,810


Note: The AMD segment includes the Company’s interest in OccuLogix, Inc.

TLC VISION CORPORATION
CONSOLIDATING STATEMENTS OF CASH FLOWS (UNAUDITED)
(In thousands, except per share amounts)
	Six Months Ended June 30, 2008											Six Months Ended June 30, 2007

	Results Before AMD									Results Before AMD
	Segment			AMD Segment			Total TLCVision			Segment				AMD Segment					Total TLCVision

OPERATING ACTIVITIES
Net income (loss)	$	3,872		$	—		$	3,872				$	7,552			$	(3,198	)		$	4,354

Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		9,877			-			9,877		9,134					-						9,134
Deferred taxes		-			-			-		1,939					-						1,939
Minority interests		5,892			-			5,892		5,300					-						5,300
Loss from equity investments		102			-			102		(1,310)				4,131							2,821
Gain on sales and disposals of
fixed assets		(289	)		-			(289	)	(81)					-						(81	)
Gain on sale of Occulogix, Inc.
stock		-			-			-			-			(933)							(933	)
Gain on sale of businesses		(145	)		—			(145	)		—				—						—
Non-cash compensation expense		711			-			711		731					-						731
Other		354			-			354		117					-						117
Changes in operating assets and liabilities, net of acquisitions
and dispositions:		2,173			-			2,173		(1,681)					-						(1,681	)

Cash provided by operating
activities		22,547			-			22,547		21,701					-						21,701

		—									—
INVESTING ACTIVITIES		—									—
Purchases of fixed assets		(1,957	)		-			(1,957	)	(7,281)					-						(7,281	)
Proceeds from sales of fixed assets		550			-			550		268					-						268
Proceeds from sale of Occulogix,
Inc. stock, net		-			-			-		2,000					-						2,000
Distributions and loan payments
received from equity investments		945			-			945		1,857					-						1,857
Acquisitions and equity investments		(7,533	)		-			(7,533	)	(3,889)					-						(3,889	)
Divestitures of business		1,179			—			1,179			—				—						—
Proceeds from sales of short-term
investments		-			-			-		17,375					-						17,375
Purchases of short-term investments		-			-			-		(5,800)					-						(5,800	)
Other		(28	)		—			(28	)		33				—						33

Cash (used in) provided by
investing activities		(6,844	)		-			(6,844	)	4,563					-						4,563

		—									—
FINANCING ACTIVITIES		—									—
Restricted cash movement		893			—			893			—				—						—
Principal payments of debt
financing and capital leases		(17,411	)		-			(17,411	)	(3,497)					-						(3,497	)
Proceeds from debt financing		7,385			-			7,385		85,317					-						85,317
Capitalized debt costs		(534	)		-			(534	)	(1,631)					-						(1,631	)
Distributions to minority interests		(5,175	)		-			(5,175	)	(4,560)					-						(4,560	)
Purchases of treasury stock		-			-			-		(115,748)					-				(115,748)
Proceeds from issuances of common
stock		275			-			275		2,154					-						2,154

Cash used in financing activities		(14,567	)		-			(14,567	)	(37,965)					-						(37,965	)

`		—									—
Net increase in cash and cash
equivalents during the period		1,136			-			1,136		(11,701)					-						(11,701	)
Cash and cash equivalents,
beginning of period		12,925			-			12,925		28,917					-						28,917

Cash and cash equivalents, end of period	$	14,061		$	—		$	14,061				$	17,216			$	—			$	17,216


Operating cash flow per diluted share	$	0.45		$	—		$	0.45				$	0.31			$	—			$	0.31

Note: The AMD segment includes the Company’s interest in OccuLogix, Inc.


New Brunswick	0-29302	980151150
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

5280 Solar Drive, Suite 100, Mississauga, Ontario		L4W 5M8
_________________________________ (Address of principal executive offices)		___________ (Zip Code)


	TLC Vision Corporation

August 5, 2008	By:	/s/ Brian L. Andrew

		Name: Brian L. Andrew
		Title: General Counsel


Exhibit No.		Description

99.1		August 5, 2008 Press Release


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


Date of Report (Date of Earliest Event Reported):		August 5, 2008


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