TLC Vision Corporation (Form: 8-K)

St. Louis, MO, November 8, 2004: 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, 2004. 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.

Q3-04 total net revenues were $56.6 million, up 23% from $46 million in the third quarter of 2003.

Third quarter total paid laser procedure volumes were over 45,600. Year-over-year volume increased 21% in the centers and 9% in the access business. The result was Q3-04 total procedure volumes were up 16% from 39,400 for the same three month period a year ago. The procedure volume mix in Q3-04 was 60% centers versus 40% access. CustomLASIK procedures represented approximately 55% of center volumes in Q3-04.

TLCVision reported a Q3-04 net profit of $3.3 million or $0.05 per share, compared to a loss of ($4.1 million), or ($0.06) per share reported in last year’s third quarter. Third quarter 2004 adjusted EBITDA was $8.0 million, up 143% from the $3.3 million for the same period last year.

[Adjusted EBITDA is defined as earnings before interest, taxes, depreciation and amortization (“EBITDA”) excluding certain non-recurring items and research and development costs 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 operating results as prescribed by U.S. GAAP and “Adjusted EBITDA”.]

Jim Wachtman, TLCVision’s CEO, commented “Our premium model continues to demonstrate superior financial leverage even during a slow seasonal period. During our second quarter conference call, we said that growth trends were continuing, and they obviously have. Based on preliminary analysis, we now expect these trends to continue through the remainder of 2004 and into 2005. Additionally, we continue to improve our financial position, and are poised to capitalize on new growth opportunities.“

TLCVision is pleased to invite all interested parties to participate in a conference call during which these results will be discussed. The call will be held today, November 8, at 4:30 p.m. Eastern Time at 1-800-291-5032. The call will also be broadcast live and archived on the company’s web site at www.tlcv.com under the “Webcasts” link in the Investor Relations section. In addition, the live web cast will be available at various other popular portals and financial web sites.

TLCVision is North America’s premier eye care services company. The key drivers of TLCVision’s strategy are our affiliated network of thousands of eye doctors, proven corporate and consumer marketing and education programs, and access to state of the art clinical technologies. We are supported by a strong operations management culture and superior information technology. More information about the company can be found on the TLCVision web site at www.tlcv.com.

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,
	2004			2003			2004			2003
Revenues
Refractive
Centers	$	30,955		$	24,932		$	106,167		$	82,092
Access		9,390			8,861			31,983			29,437
Other healthcare services		16,299			12,221			48,330			35,607

Total revenues		56,644			46,014			186,480			147,136

Cost of revenues
Refractive
Centers		22,153			20,239			72,950			63,418
Access		6,910			6,558			22,217			20,201
Other healthcare services		9,972			7,752			29,684			23,182

Total cost of revenues		39,035			34,549			124,851			106,801

Gross margin		17,609			11,465			61,629			40,335

General and administrative		8,152			8,023			23,453			24,355
Marketing		3,350			3,118			9,679			10,275
Research and development		125			975			849			975
Amortization of intangibles		1,016			1,665			3,085			5,015
Adjustment to the fair value of investments and long-term receivables		—			231			(1,206	)		(217	)
Restructuring, severance and other charges		—			—			2,755			1,720

		12,643			14,012			38,615			42,123

Operating income (loss)		4,966			(2,547	)		23,014			(1,788	)
Other income (expense), net		(237	)		74			289			640
Interest expense, net		(186	)		(325	)		(861	)		(1,086	)
Minority interests		(1,674	)		(1,110	)		(6,002	)		(3,612	)
Earnings from equity investments		555			—			1,567			—

Income (loss) before income taxes		3,424			(3,908	)		18,007			(5,846	)
Income tax expense		(102	)		(182	)		(394	)		(627	)

Net income (loss)	$	3,322		$	(4,090	)	$	17,613		$	(6,473	)

Earnings (loss) per share – basic	$	0.05		$	(0.06	)	$	0.26		$	(0.10	)

Earnings (loss) per share – diluted	$	0.05		$	(0.06	)	$	0.25		$	(0.10	)

Weighted average number of common shares outstanding — basic		69,004			64,743			68,153			63,888
Weighted average number of common shares outstanding — diluted		71,353			64,743			70,832			63,888


TLC VISION CORPORATION
RECONCILIATION OF NET INCOME TO ADJUSTED EBITDA
(In thousands except per share amounts)
(unaudited)

	3 months ended			3 months ended			9 months ended			9 months ended
	September 30			September 30			September 30			September 30
	2004			2003			2004			2003
Net income (loss)	$	3,322		$	(4,090	)	$	17,613		$	(6,473	)
Interest		186			325			861			1,086
Taxes		102			182			394			627
Depreciation and amortization		4,286			5,760			13,304			16,807

EBITDA		7,896			2,177			32,172			12,047

Research and development		125			975			849			975
Variable stock option expense		(228	)		—			106			—
Restructuring, severance and other charges		—			—			2,755			1,720
Adjustment to the fair value of investments and long-term receivables, net		-			231			(1,206	)		(217	)
Other income, net		237			(74	)		(289	)		(640	)

Adjusted EBITDA	$	8,030		$	3,309		$	34,387		$	13,885


	(UNAUDITED)
	SEPTEMER 30,			DECEMBER 31,
		2004			2003

ASSETS
Current assets
Cash and cash equivalents	$	53,496		$	29,580
Short-term investments		313			748
Accounts receivable		17,386			15,617
Prepaids and other current assets		12,573			11,646

Total current assets		83,768			57,591
Restricted cash		1,388			1,376
Investments and other assets		6,237			3,102
Intangibles, net		19,050			22,959
Goodwill, net		53,764			48,829
Fixed assets, net		48,435			56,891

Total assets	$	212,642		$	190,748

LIABILITIES
Current liabilities
Accounts payable	$	7,378		$	10,627
Accrued liabilities		25,018			25,811
Current portion of long-term debt		9,328			10,285

Total current liabilities		41,724			46,723
Other long-term liabilities		2,294			2,607
Long-term debt, less current maturities		10,501			19,242
Minority interests		9,625			10,907
SHAREHOLDERS’ EQUITY
Capital stock		421,393			397,878
Option and warrant equity		4,244			8,143
Accumulated deficit		(277,139	)		(294,752	)

Total shareholders’ equity		148,498			111,269

Total liabilities and shareholders’ equity	$	212,642		$	190,748


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

November 9, 2004	By:	Robert W. May

		Name: Robert W. May
		Title: General Counsel and Secretary


Exhibit No.		Description

99..1		Earnings Press Release dated November 8, 2004


*News Release*		*Contact:*
*For Immediate Release*		Anna Austin Vice President, Corporate Communications (314) 523-8354 investor.relations@tlcvision.com


Date of Report (Date of Earliest Event Reported):		November 8, 2004


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