TLC Vision Corporation (Form: 8-K)

St. Louis, Missouri, August 9, 2005: TLC Vision Corporation (NASDAQ:TLCV; TSX:TLC), North America’s premier eye care services company, today announced its financial results for the second quarter and six month period ended June 30, 2005. 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 noted.

Editor’s Note: “Operating Business” (or “Operating”) is defined as TLCVision’s operating activities excluding the impact of the AMD segment, principally represented by our investment in OccuLogix Inc. To provide maximum transparency for investors, Operating Business financial results are listed separately from consolidated results in this press release.

“TLCVision delivered on the company’s EPS target of $0.10 for the second quarter and grew the Operating Business net income by 20% for the first half of 2005,” commented Jim Wachtman, President and Chief Executive Officer. “These results continue to demonstrate the tremendous income and cash generation inherent in our business model, even though revenues were not as robust as we had hoped. We’re confident that our current organic and acquisition strategies will deliver both revenue and earnings growth in the second half of 2005.”

TLCVision’s quarterly Operating Business net revenues were $66.3 million vs. $64.6 million in the second quarter last year, an increase of $1.7 million or 3%. TLCVision refractive centers’ revenues were up 4.5% to $38 million, driven by higher CustomLASIK mix of 61% that contributed to a 6% higher price per procedure. Overall, centers procedure volume grew by 1% for the quarter, but exited the quarter with procedure growth of 6.3% year-over-year. The access business revenues declined 6.8% during the quarter, as stronger mobile volumes (procedures up 5.3%) were more than offset by lower fixed-site volume. Resulting overall refractive procedures were 49,900, down 3.3% vs. the prior year. Other healthcare revenues grew by 4%, and MSS mobile cataract revenues grew by 17% as a result of organic procedure growth as well as acquisitions. Total revenue growth does not reflect the timing of several acquisitions whose full benefit will begin to be realized in the second half of 2005.

TLCVision continues to demonstrate the leverage in its refractive business model, primarily through its centers, and realize growing contribution from its other healthcare services. Consolidated net income was $5.5 million or $0.08 per share for the second quarter. Net income from the Operating Business grew by 5%, contributing $7.1 million or $0.10 per share.

Consolidated Cash Position: Operating cash flow per share was $7.0 million or $0.10 per share, vs. $8.5 million or $0.12 per share in 2004.
With the consolidation of OccuLogix’s cash position, TLCVision’s cash and short-term investments totaled $141.6 million, up 193% vs. prior year.

Operating Business Cash Position: Operating cash flow per share rose 36% to $0.16 from $0.12, and demonstrates our ongoing strong cash generation.
The company continues to maintain a strong financial position, with cash and short-term investments up 91% vs. prior year and totaling $92.1 million.

Total Operating Business net revenues were up 6% to $136.9 million compared to $129.6 million. Refractive revenues were $103 million, up 5%. Other healthcare revenues, excluding the AMD segment, were up 7% and MSS mobile cataract revenues were up 15%. Consolidated net income was up 6% to $15.1 million and contributed $0.21 earnings per share. Operating Business earnings were up 20% to $18.4 million, and contributed $0.25 earnings per share.

“These new business activities continue to deliver on our strategy and position us for long term growth as a diversified eye care services provider, and to capitalize on new implantable opportunities in the refractive and cataract markets,” commented Jim Wachtman. “The impact of these acquisitions will begin to be realized in the second half of 2005, and fully in fiscal 2006 and we expect to continue this strong acquisition trend in those same periods.”

REFRACTIVE
TLCVision announces the acquisition of Millennium Laser Eye in Washington, DC, retaining a 100% ownership in this large refractive business with annual revenues of $4M and annual procedure volume of over 2000. Millennium Laser Eye is a well recognized brand in the market, with a strong co-management based model which is synergistic to our current operations. This acquisition expands TLC’s already strong geographic presence in this market, the 8^th largest in the country, and adds to the existing team of exceptional surgeons. Dr. Andrew Holtzman, a leading surgeon in this market, will remain with the center.

In addition, the Kremer Laser Eye acquisition in Philadelphia, PA, was announced in July, generating over $19M in annual revenues, and adding three refractive centers and 7,500 refractive procedures per year, plus one ASC and over 1,500 cataract procedures per year.

AMBULATORY SURGERY CENTERS
TLCVision has cleared state regulatory hurdles in the development of two new ambulatory surgery centers (ASCs) in Delaware and Oklahoma. TLCVision will have a significant minority interest in both centers, which are expected to be operational by the end of the second quarter, 2006. Both ASCs are single-specialty, two-room ophthalmic facilities, and will ultimately support other procedures for additional revenue generation. In addition, TLCVision exercised an option to buy another 5% of the Rayner Surgery Center in Oxford, Mississippi, increasing our ownership in that successful venture to 70%.

MOBILE CATARACT
Midwest Surgical Services completed 3 acquisitions of mobile cataract services companies, adding 42 sites in 8 states, bringing total sites to over 460 sites across 42 states. The mobile cataract acquisitions broaden our presence nationally and continue to strengthen our industry leadership position in outsourced cataract and related services.

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, August 9, at 10:00 a.m. Eastern Time at 1-800-732-6079. 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, providing eye doctors with the tools and technologies needed to deliver high-quality patient care. Through its centers management and technology access service models, TLCVision maintains leading positions in Refractive, Cataract, Optometric Services and AMD markets. More information about TLCVision can be found on the 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
CONSOLIDATING STATEMENTS OF OPERATIONS (UNAUDITED)
(In thousands except per share amounts)
				Three Months Ended June									Three Months Ended
					30, 2005								June 30, 2004

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

Revenues:
Refractive:
Centers	$	38,010		$	—		$	38,010		$	36,374		$	—		$	36,374
Access		9,828			—			9,828			10,544			—			10,544
Other healthcare services		18,414			568			18,982			17,681			62			17,743

Total revenues		66,252			568			66,820			64,599			62			64,661
Cost of revenues:
Refractive:
Centers		25,921			—			25,921			24,645			—			24,645
Access		7,200			—			7,200			7,135			—			7,135
Other healthcare services		10,697			510			11,207			10,463			111			10,574

Total cost of revenues		43,818			510			44,328			42,243			111			42,354

Gross profit (loss)		22,434			58			22,492			22,356			(49	)		22,307

General and administrative		7,232			1,995			9,227			6,032			83			6,115
Marketing and sales		5,656			187			5,843			4,677			43			4,720
Research and development, clinical and regulatory		—			1,310			1,310			—			350			350
Amortization of intangibles		1,032			—			1,032			1,057			—			1,057
Other		(363	)		—			(363	)		(1,184	)		—			(1,184	)
Restructuring, severance and other charges		—			—			—			2,755			—			2,755

Total operating costs		13,557			3,492			17,049			13,337			476			13,813

Operating income (loss)		8,877			(3,434	)		5,443			9,019			(525	)		8,494
Interest income		798			421			1,219			473			—			473
Interest expense		(424	)		—			(424	)		(745	)		—			(745	)
Minority interests		(2,516	)		1,411			(1,105	)		(2,454	)		—			(2,454	)
Earnings from equity investments		680			—			680			613			—			613

Income (loss) before income taxes		7,415			(1,602	)		5,813			6,906			(525	)		6,381
Income tax expense		(302	)		—			(302	)		(142	)		—			(142	)

Net income (loss)	$	7,113		$	(1,602	)	$	5,511		$	6,764		$	(525	)	$	6,239

Earnings (loss) per share — diluted	$	0.10		$	(0.02	)	$	0.08		$	0.09		$	0.00		$	0.09

Weighted average number of common shares outstanding - diluted		72,071			72,071			72,071			71,249			71,249			71,249
Note: The AMD segment includes the Company’s majority interest in OccuLogix, Inc. (formerly Vascular Sciences Corporation), OccuLogix, L.P. and RHEO Clinic, Inc.
TLC VISION CORPORATION
CONSOLIDATING STATEMENTS OF OPERATIONS (UNAUDITED)
(In thousands except per share amounts)
				Six Months Ended June									Six Months Ended June
					30, 2005									30, 2004

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

Revenues:
Refractive:
Centers	$	81,775		$	—		$	81,775		$	75,212		$	—		$	75,212
Access		21,239			—			21,239			22,593			—			22,593
Other healthcare services		33,855			1,000			34,855			31,760			271			32,031

Total revenues		136,869			1,000			137,869			129,565			271			129,836
Cost of revenues:
Refractive:
Centers		54,450			—			54,450			50,797			—			50,797
Access		14,610			—			14,610			15,307			—			15,307
Other healthcare services		20,328			1,030			21,358			19,378			334			19,712

Total cost of revenues		89,388			1,030			90,418			85,482			334			85,816

Gross profit (loss)		47,481			(30	)		47,451			44,083			(63	)		44,020

General and administrative		14,411			3,876			18,287			12,595			180			12,775
Marketing and sales		10,468			372			10,840			8,790			65			8,855
Research and development, clinical and regulatory		—			2,654			2,654			—			724			724
Amortization of intangibles		2,043			—			2,043			2,069			—			2,069
Other		(1,033	)		—			(1,033	)		(1,732	)		—			(1,732	)
Restructuring, severance and other charges		—			—			—			2,755			—			2,755

Total operating costs		25,889			6,902			32,791			24,477			969			25,446

Operating income (loss)		21,592			(6,932	)		14,660			19,606			(1,032	)		18,574
Interest income		1,515			776			2,291			951			—			951
Interest expense		(882	)		—			(882	)		(1,626	)		—			(1,626	)
Minority interests		(4,701	)		2,910			(1,791	)		(4,328	)		—			(4,328	)
Earnings from equity investments		1,339			—			1,339			1,012			—			1,012

Income (loss) before income taxes		18,863			(3,246	)		15,617			15,615			(1,032	)		14,583
Income tax expense		(500	)		—			(500	)		(292	)		—			(292	)

Net income (loss)	$	18,363		$	(3,246	)	$	15,117		$	15,323		$	(1,032	)	$	14,291

Earnings (loss) per share — diluted	$	0.25		$	(0.04	)	$	0.21		$	0.22		$	(0.02	)	$	0.20

Weighted average number of common shares outstanding - diluted		72,057			72,057			72,057			70,341			70,341			70,341
Note: The AMD segment includes the Company’s majority interest in OccuLogix, Inc. (formerly Vascular Sciences Corporation), OccuLogix, L.P. and RHEO Clinic, Inc.
TLC VISION CORPORATION
CONSOLIDATING BALANCE SHEETS
(In thousands)
				June 30, 2005 (Unaudited)									December 31, 2004

	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	$	52,269		$	11,670		$	63,939		$	15,847		$	17,588		$	33,435
Short-term investments		39,875			37,785			77,660			68,515			42,500			111,015
Accounts receivable		17,829			1,307			19,136			16,489			954			17,443
Prepaids and other current assets		12,342			4,523			16,865			12,212			1,609			13,821

Total current assets		122,315			55,285			177,600			113,063			62,651			175,714
Intercompany		2,045			(2,045	)		—			1,877			(1,877	)		—
Restricted cash		907			—			907			932			—			932
Investments and other assets		12,197			—			12,197			10,482			—			10,482
Goodwill		57,408			—			57,408			53,774			—			53,774
Intangibles, net		17,614			144			17,758			18,037			103			18,140
Fixed assets, net		45,718			466			46,184			45,636			563			46,199

Total assets	$	258,204		$	53,850		$	312,054		$	243,801		$	61,440		$	305,241

LIABILITIES
Current liabilities
Accounts payable	$	8,756		$	383		$	9,139		$	8,491		$	225		$	8,716
Accrued liabilities		19,632			2,205			21,837			23,425			3,714			27,139
Current portion of long-term debt		4,395			—			4,395			8,664			—			8,664

Total current liabilities		32,783			2,588			35,371			40,580			3,939			44,519
Long-term debt, less current maturities		10,995			—			10,995			9,991			—			9,991
Other long-term liabilities		2,919			—			2,919			2,242			480			2,722
Minority interests		10,145			25,287			35,432			9,307			27,915			37,222

Total liabilities		56,842			27,875			84,717			62,120			32,334			94,454
STOCKHOLDERS’ EQUITY
Capital stock		430,988			30,196			461,184			428,877			30,082			458,959
Option and warrant equity		2,080			—			2,080			2,872			—			2,872
Accumulated deficit		(231,706	)		(4,221	)		(235,927	)		(250,068	)		(976	)		(251,044	)

Total stockholders’ equity		201,362			25,975			227,337			181,681			29,106			210,787

Total liabilities and stockholders’ equity	$	258,204		$	53,850		$	312,054		$	243,801		$	61,440		$	305,241

Note: The AMD segment includes the Company’s majority interest in OccuLogix, Inc. (formerly Vascular Sciences Corporation), OccuLogix, L.P. and RHEO Clinic, Inc.
TLC VISION CORPORATION
CONSOLIDATING STATEMENTS OF CASH FLOWS (UNAUDITED)
(In thousands except per share amounts)
				Six Months Ended June									Six Months Ended June
					30, 2005									30, 2004

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

OPERATING ACTIVITIES
Net income (loss)	$	18,363		$	(3,246	)	$	15,117		$	15,323		$	(1,032	)	$	14,291
Adjustments to reconcile net income (loss) to net cash from operating activities:
Depreciation and amortization		7,929			59			7,988			8,980			38			9,018
Write-offs (reimbursements) of investments in research and development
arrangements		(300	)		—			(300	)		—			724			724
Minority interests		4,701			(2,910	)		1,791			4,328			—			4,328
Earnings from equity investments		(1,339	)		—			(1,339	)		(1,012	)		—			(1,012	)
Loss (gain) on disposals of fixed assets		(96	)		—			(96	)		742			—			742
Gain on the sales of subsidiaries		(319	)		—			(319	)		(1,143	)		—			(1,143	)
Non-cash compensation expense		69			137			206			575			—			575
Adjustment to the fair value of investments and long-term receivables		—			—			—			(1,206	)		—			(1,206	)
Other		—			88			88			—			—			—
Changes in operating assets and liabilities, net of acquisitions and dispositions:		(5,668	)		(4,711	)		(10,379	)		(7,305	)		368			(6,937	)

Cash from operating activities		23,340			(10,583	)		12,757			19,282			98			19,380

INVESTING ACTIVITIES
Purchases of fixed assets		(5,113	)		(64	)		(5,177	)		(3,691	)		(70	)		(3,761	)
Proceeds from sales of fixed assets		724			—			724			467			—			467
Proceeds from divestitures of investments and subsidiaries, net		3,430			—			3,430			(271	)		—			(271	)
Distributions and loan payments received from equity investments		1,387			—			1,387			680			—			680
Reimbursements from (investments in) research and development arrangements		300			—			300			(724	)		—			(724	)
Acquisitions and equity investments		(8,881	)		—			(8,881	)		(4,570	)		—			(4,570	)
Proceeds from sales of short-term investments		56,350			10,047			66,397			1,865			—			1,865
Purchases of short-term investments		(27,710	)		(5,383	)		(33,093	)		(19,415	)		—			(19,415	)
Other		35			(42	)		(7	)		907			—			907

Cash from investing activities		20,522			4,558			25,080			(24,752	)		(70	)		(24,822	)

FINANCING ACTIVITIES
Restricted cash movement		25			—			25			24			—			24
Principal payments of debt financing and capital leases		(6,131	)		—			(6,131	)		(8,305	)		—			(8,305	)
Proceeds from debt financing		1,321			—			1,321			—			—			—
Distributions to minority interests		(3,744	)		—			(3,744	)		(3,715	)		—			(3,715	)
Proceeds from issuance of common stock		1,089			—			1,089			18,260			—			18,260
Proceeds from issuance of OccuLogix, Inc. common stock		—			107			107			—			—			—

Cash from financing activities		(7,440	)		107			(7,333	)		6,264			—			6,264

Net increase (decrease) in cash and cash equivalents during the period		36,422			(5,918	)		30,504			794			28			822
Cash and cash equivalents, beginning of period		15,847			17,588			33,435			21,554			26			21,580

Cash and cash equivalents, end of period	$	52,269		$	11,670		$	63,939		$	22,348		$	54		$	22,402

Operating cash flow per diluted share	$	0.32		$	(0.14	)	$	0.18		$	0.28		$	0.00		$	0.28
Note: The AMD segment includes the Company’s majority interest in OccuLogix, Inc. (formerly Vascular Sciences Corporation), OccuLogix, L.P. and RHEO Clinic, 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 9, 2005	By:	/s/ Brian L. Andrew

		Name: Brian L. Andrew
		Title: General Counsel


Exhibit No.		Description

99.1		August 9, 2005 Press Release


*News Release*		*Contact:*
*For Immediate Release*		Anna Austin, EVP, Corporate Communications (314) 523-8354 Ian Chadsey, Manager, Investor Relations (905) 238-3904 Email: investor.relations@tlcvision.com


CONSOLIDATED:
– – –		Revenues were $66.8 million, up 3% EPS of $0.08 on net income of $5.5 million Operating cash flow was $7.0 million or $0.10 per share

OPERATING BUSINESS (Excluding AMD):

–		Revenues were $66.3 million, up $1.7 million or 3%

–		EPS of $0.10 on net income of $7.1 million, up 5% Operating cash flow was $11.6 million or $0.16 per share, up 36%

Six-Month

Highlights:

CONSOLIDATED:
– – –		Revenues were $137.9 million, up 6% EPS of $0.21 on net income of $15.1 million Operating cash flow was $12.8 million or $0.18 per share

OPERATING BUSINESS (Excluding AMD):

–		Revenues were $136.9 million, up 6%

–		EPS of $0.25 on net income of $18.4 million, up 20% Operating cash flow was $23.3 million or $0.32 per share, up 18%


Date of Report (Date of Earliest Event Reported):		August 9, 2005


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