<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 1999.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Transition Period from to
Commission File Number: 0-23397
U.S. VISION, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 22-3032948
(State or other jurisdiction of
incorporation or organization) (I.R.S. Employer Identification No.)
1 HARMON DRIVE, GLEN OAKS INDUSTRIAL PARK,
GLENDORA, NEW JERSEY 08012
(Address of principal executive offices) (Zip Code)
(856) 228-1000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No[ ]
As of December 1, 1999, there were 7,793,807 shares of the registrant's common
stock outstanding.
<PAGE> 2
U.S. VISION, INC.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
Number
------
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
<S> <C>
Condensed Consolidated Balance Sheets (Unaudited)
October 31, 1999 and January 31,1999.........................................................1
Condensed Consolidated Statements of Income (Unaudited)
Three and Nine Months Ended October 31, 1999 and 1998........................................2
Condensed Consolidated Statements of Cash Flows (Unaudited)
Nine Months Ended October 31, 1999 and 1998..................................................3
Notes to Condensed Consolidated Financial Statements (Unaudited).............................4
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations ...............................................7
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K............................................................11
SIGNATURES....................................................................................................12
</TABLE>
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
U.S. VISION, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
October 31, January 31,
1999 1999
ASSETS
<S> <C> <C>
Current assets:
Cash $ 728 $ 693
Accounts receivable 13,232 13,520
Inventory 26,927 22,818
Prepaid expenses and other 1,020 847
--------- ---------
Total current assets 41,907 37,878
Property, plant, and equipment, net 36,960 31,634
Goodwill, net of accumulated amortization of $775
and $570, respectively 6,680 5,565
Other 641 517
--------- ---------
$ 86,188 $ 75,594
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable-trade $ 10,552 $ 7,894
Accrued expenses 3,500 5,238
Current portion of obligations under capital lease 669 660
Current portion of long-term debt 1,295 934
--------- ---------
Total current liabilities 16,016 14,726
Obligations under capital lease, less current portion 1,888 1,542
Long-term debt, less current portion 17,546 12,527
Other long-term liabilities 330 329
Stockholders' equity:
Common stock, $0.01 par value:
Authorized shares-15,000,000, issued and outstanding
shares-7,793,807, at October 31, 1999 and January 31, 1999 78 78
Additional paid-in capital 115,766 115,766
Accumulated deficit (65,436) (69,374)
--------- ---------
Total stockholders' equity 50,408 46,470
--------- ---------
$ 86,188 $ 75,594
========= =========
See accompanying notes to condensed consolidated financial statements (unaudited).
</TABLE>
1
<PAGE> 4
U.S. VISION, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
October 31, October 31,
----------- -----------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales $ 36,223 $ 34,090 $109,655 $100,509
Cost of sales 11,219 10,387 33,700 30,676
-------- -------- -------- --------
Gross profit 25,004 23,703 75,965 69,833
Operating expenses:
Selling, general, and administrative
expenses 23,760 20,495 67,608 59,364
Depreciation and amortization 1,074 818 3,821 2,891
-------- -------- -------- --------
24,834 21,313 71,429 62,255
-------- -------- -------- --------
Operating income 170 2,390 4,536 7,578
Interest expense, net 111 148 299 355
-------- -------- -------- --------
Income before income tax provision (benefit) 59 2,242 4,237 7,223
Income tax provision (benefit) (429) 285 299 355
-------- -------- -------- --------
Net income $ 488 $ 1,957 $ 3,938 $ 6,868
======== ======== ======== ========
Net income per share $ 0.06 $ 0.25 $ 0.51 $ 0.88
======== ======== ======== ========
Net income per share - assuming dilution $ 0.06 $ 0.25 $ 0.51 $ 0.86
======== ======== ======== ========
See accompanying notes to condensed consolidated financial statements (unaudited).
</TABLE>
2
<PAGE> 5
U.S. VISION, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
(Dollars in thousands)
<TABLE>
<CAPTION>
Nine Months Ended
October 31,
------------------
<S> <C> <C>
1999 1998
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 3,938 $ 6,868
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 3,821 2,891
Changes in operating assets and liabilities:
Accounts receivable 40 (28)
Inventory (3,761) (4,822)
Other (312) (467)
Accounts payable - trade 2,658 3,147
Accrued expenses (1,929) (1,442)
------- -------
Net cash provided by operating activities 4,455 6,147
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant, and equipment, net (8,020) (6,110)
Acquisition of businesses (795) (1,892)
------- -------
Net cash used in investing activities (8,815) (8,002)
CASH FLOWS FROM FINANCING ACTIVITIES:
1997 initial public offering costs -- (174)
Proceeds from borrowings:
Revolving line of credit 52,813 19,073
Other 976 125
Repayments of borrowings:
Revolving line of credit (48,000) (15,590)
Term loans (260) (410)
Other (1,134) (669)
------- -------
Net cash provided by financing activities 4,395 2,355
------- -------
Net increase in cash 35 500
Cash at beginning of period 693 365
------- -------
Cash at end of period $728 $865
======== =======
See accompanying notes to condensed consolidated financial statements (unaudited).
</TABLE>
3
<PAGE> 6
U.S. VISION, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF FINANCIAL STATEMENT PRESENTATION
The accompanying unaudited condensed consolidated financial
statements of U.S. Vision, Inc. and its wholly owned subsidiaries have
been prepared in accordance with generally accepted accounting
principles for interim financial reporting. Accordingly, they do not
include all of the information and notes required by generally accepted
accounting principles for complete financial statements and should be
read in conjunction with the company's audited consolidated financial
statements and notes which are included in the company's annual report
on Form 10-K for the fiscal year ended January 31, 1999. All
significant intercompany transactions and balances have been eliminated
in consolidation. In the opinion of management, all adjustments
(consisting only of normal recurring adjustments) considered necessary
for a fair presentation of the interim financial information have been
included. Operating results for the interim period are not necessarily
indicative of results that may be expected for the fiscal year ending
January 31, 2000.
2. USE OF ESTIMATES
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect amounts reported in the financial
statements and accompanying notes. Actual results could differ from
those estimates.
3. BENEFIT FOR INCOME TAXES
For the three months ending October 31, 1999, the company
recorded an income tax benefit of $429,000 on consolidated pre-tax
income of $59,000. The tax benefit reflects a change in the estimated
effective tax rate for the year ended January 31, 2000 to 7.1%. This
change in the estimated tax rate occurred during the current quarter as
management re-evaluated its pre-tax income projections for the year
ended January 31, 2000. The effective income tax rate for the year
ending January 31, 2000 will be determined by the company's pre-tax
income reported for the full year as well as the application of tax
rules and regulations regarding the use of net operating loss
carry forwards.
4. INVENTORY
Inventory is as follows (in thousands):
<TABLE>
<CAPTION>
October 31, January 31,
1999 1999
----------- -----------
<S> <C> <C>
Finished goods $22,748 $18,782
Work-in-process 1,094 1,230
Raw materials 3,085 2,806
------- -------
$26,927 $22,818
======= =======
</TABLE>
4
<PAGE> 7
U.S. VISION, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
5. INCOME TAXES
As of January 31, 1999, the company had net operating loss carry
forwards of approximately $16,000,000, which will begin to expire in the year
2006. Approximately $6,300,000 of these carry forwards are available to offset
future taxable income without limitation and approximately $9,700,000 of these
carry forwards (the "Restricted NOLs") are significantly limited due to
ownership changes experienced by the company. As a result of these limitations,
approximately $780,000 of the Restricted NOLs will become available for use each
year through the year 2008. The remaining Restricted NOLs are expected to expire
unutilized. A valuation allowance has been established to fully reserve the
future benefit of all the net operating loss carry forwards.
6. NET INCOME PER SHARE
The following table (in thousands except per share data) presents the
calculation of earnings per share for the periods indicated.
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
October 31, October 31,
----------- ------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net income $ 488 $1,957 $3,938 $6,868
===== ===== ===== =====
Basic average common shares outstanding 7,794 7,792 7,794 7,776
Effect of dilutive securities:
Options - 97 - 202
----- ----- ----- -----
Diluted average common shares outstanding 7,794 7,889 7,794 7,978
Net income per share $ 0.06 $ 0.25 $ 0.51 $ 0.88
Net income per share - assuming dilution $ 0.06 $ 0.25 $ 0.51 $ 0.86
</TABLE>
Options to purchase additional shares of common stock have no impact on
earnings per share for the three months and nine months ended October 31, 1999,
as their effect was antidilutive.
7. STORE CLOSINGS AND GOODWILL WRITE-OFF
In fiscal 1995, the company recorded a charge of $10,473,000 relating
to the closing of approximately 139 retail stores. All such stores were closed
prior to January 31, 1996. Sales and operating losses for these 139 stores
totaled $10,554,000 and $2,737,000 for fiscal 1995. The charge included
$6,500,000 for estimated lease termination liabilities, $1,483,000 of property
and equipment write-offs for leasehold improvements and other equipment located
in the closed stores, $1,600,000 of inventory previously stocked in these
stores, and $890,000 in other costs associated with the closings.
Additionally, in fiscal 1995, the company wrote-off goodwill of
$8,067,000 which reduced the remaining unamortized balance to $3,083,000 at
January 31, 1996. A significant portion of goodwill was attributable to assets
that were closed or otherwise liquidated prior to January 31, 1996, including
194 stores over the prior three fiscal periods and the closing of the company's
Dallas lab facility. Consequently, the company determined that the cumulative
effect of store closings and the closing of the Dallas facility was indicative
of a significant impairment of goodwill.
In fiscal 1995, the company further evaluated inventory determined to
be slow moving and, as a result, wrote off an additional $1,500,0000 of
inventory. This charge was recorded as a component of cost of sales.
Approximately $3,459,000 of unpaid lease liabilities recorded in fiscal
1995 remained at January 31, 1997, of which $1,825,000 was recorded as a current
liability and $1,634,000 was classified in other long-term liabilities. At
January 31, 1998, approximately $762,000 of these liabilities remained unpaid,
of which $407,000 was recorded as a current liability and $355,000 as other
long-term liabilities. In fiscal 1997, the company realized a $689,000 gain as a
result of favorable settlements of certain of its
5
<PAGE> 8
U.S. VISION, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
freestanding store leases. This gain was offset by a $300,000 loss the company
realized from the sale of its Dallas facility in fiscal 1997.
In fiscal 1998, the company incurred $462,000 of lease termination
payments and at January 31, 1999, the remaining balance of the accrued liability
was approximately $300,000. Since April 30, 1999, the balance of the accrued
liability has been incurred and, accordingly, the balance of the accrued
liability was eliminated as of July 31, 1999.
6
<PAGE> 9
U.S. VISION, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
The following table sets forth selected statement of income data
expressed as a percentage of net sales for the periods indicated:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
October 31, October 31,
------------ -----------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales 100.0% 100.0% 100.0% 100.0%
Cost of sales 31.0 30.5 30.7 30.5
----- ----- ----- -----
Gross profit 69.0 69.5 69.3 69.5
Operating expenses:
Selling, general and administrative 65.5 60.1 61.6 59.1
Depreciation and amortization 3.0 2.4 3.5 2.9
----- ----- ----- -----
Operating income 0.5 7.0 4.2 7.5
Interest expense, net 0.3 0.4 0.3 0.3
----- ----- ----- -----
Income before income tax provision (benefit) 0.2 6.6 3.9 7.2
Income tax provision (benefit) (1.2) 0.8 0.3 0.4
----- ----- ----- -----
Net income 1.4% 5.8% 3.6% 6.8%
===== ===== ===== =====
THREE MONTHS ENDED OCTOBER 31, 1999 COMPARED TO THREE MONTHS ENDED OCTOBER 31, 1998
</TABLE>
Net sales increased $2.1 million, or 6.2%, from $34.1 million for the
three months ended October 31, 1998 to $36.2 for the three months ended October
31, 1999. New store openings, net of closings, accounted for a $2.6 million
increase in sales. The increase was offset by a 1.5% decrease in comparable
store sales or $0.5 million, as a result of a decline in units sold.
Cost of sales increased by $0.8 million which, as a percentage of net
sales, was an increase of 0.5% over the same period last year. This increase was
due to additional discounts offered by the company in response to increased
promotional pressure throughout the optical industry.
Selling, general and administrative expenses increased by $3.3 million
which, as a percentage of net sales, is an increase of 2.2% over the same period
last year. The increase was principally due to an increase in salaries for
retail personnel, advertising and store expenses associated with the opening of
96 new stores. In connection with opening new stores, the company expenses
pre-opening costs as they are incurred.
Depreciation and amortization increased by $0.3 million from $0.8
million for the three months ended October 31, 1998 to $1.1 million for the
three months ended October 31, 1999. This variance was due to increased
amortization of goodwill as a result of the acquisitions of businesses during
the second and third quarter of fiscal 1998 and the third quarter of fiscal
1999. In addition, depreciation expense increased due to capital expenditures
associated with new store openings and the purchase of additional machinery for
the manufacturing facility.
Income taxes decreased $0.7 million, which as a percentage of net
sales, is a decrease of 2.0% over the same period last year. This was a result
of the recording of an income tax benefit of $429,000
7
<PAGE> 10
U.S. VISION, INC.
on consolidated pre-tax income of $59,000. The tax benefit reflects a change in
the estimated effective tax rate for the year ended January 31, 2000 to 7.1%.
This change in the estimated tax rate occurred during the current quarter as
management re-evaluated its pre-tax income projections for the year ended
January 31, 2000.
NINE MONTHS ENDED OCTOBER 31, 1999 COMPARED TO NINE MONTHS ENDED OCTOBER 31,
1998
Net sales increased $9.2 million, or 9.1%, from $100.5 million for the
nine months ended October 31, 1998 to $109.7 million for the nine months ended
October 31, 1999. The increase in net sales was primarily attributable to sales
generated by the 96 new stores opened by the company during the past nine
months. Comparable store sales increased by 0.9% during the nine months ended
October 31, 1999.
Cost of sales increased by $3.0 million which, as a percentage of net
sales, is an increase of 0.2% over the same period last year. This increase was
due to additional discounts offered by the company in response to increased
promotional pressure throughout the optical industry.
Selling, general and administrative expenses increased by $8.2 million
which, as a percentage of net sales, is an increase of 1.2% over the same period
last year. The increase was principally due to an increase in salaries for
retail personnel, advertising and store expenses associated with the opening of
96 new stores. In connection with opening new stores, the company expenses
pre-opening costs as they are incurred.
Depreciation and amortization increased by $0.9 million, or 32.2%, from
$2.9 million for the nine months ended October 31, 1998 to $3.8 million for the
nine months ended October 31, 1999. This was due to increased amortization of
goodwill as a result of the acquisitions of businesses during the second and
third quarter of fiscal 1998 and the third quarter of fiscal 1999. In addition,
depreciation expense increased due to capital expenditures associated with store
openings and the purchase of additional machinery for the manufacturing
facility.
LIQUIDITY AND CAPITAL RESOURCES
The company's primary sources of cash for the first nine months of
fiscal 1999 were from operations and the company's revolving line of credit.
Cash and working capital at October 31, 1999 were $0.7 million and $25.9
million, respectively, compared to $0.7 million and $23.2 million, respectively,
at January 31, 1999.
For the nine months ended October 31, 1999, cash provided by operating
activities was $4.5 million compared to $6.1 million for the nine months ended
October 31, 1998. The $1.6 million decrease resulted from a decrease in net
income and an increase in higher inventory as a result of more store openings as
well as the introduction of higher priced branded product.
Cash used in investing activities in the first nine months of fiscal
1999 was $8.8 million compared to $8.0 million in the first nine months of
fiscal 1998. Capital expenditures during the first nine months of fiscal 1999
were primarily for new store openings, new laboratory equipment, development
work on the company's integrated management information system and the
acquisition of twenty-four licensed optical retail stores.
8
<PAGE> 11
U.S. VISION, INC.
The company's principal external source of liquidity is its $20.0
million revolving line of credit with Commerce Bank, N.A. The revolving line of
credit facility bears interest at the lower of the prime rate as published in
the Wall Street Journal or the thirty (30) day rate for United States Treasury
Bills plus 250 basis points, which was 6.96 % as of October 31, 1999, matures in
July 2001 and renews automatically for a one-year period, subject to either
party's right to terminate by notice of non-renewal. As of October 31, 1999, the
company had $13.1 million outstanding under its revolving line of credit and
$6.9 million of availability. The loan agreement contains customary covenants
and the company must maintain certain financial ratios pertaining to its net
worth, current ratio and ratio of cash to fixed charges. The company is
currently in compliance with all financial covenants and management does not
believe that the financial covenants set forth in its revolving line of credit
will have an adverse impact on its operations or future plans.
In October 1998, the company received a commitment from Commerce
BankLease, a unit of Commerce Bank, N.A., for a $1,000,000 five-year equipment
lease financing facility. During the month of August 1999, the company executed
the agreement and lease financed approximately $922,000 of equipment, which will
be paid for over a period of 60 months. The company recorded the equipment lease
as a capital lease.
YEAR 2000 COMPLIANCE
The company's management recognizes the need to ensure that its
operations and relationships with host stores and other third parties will not
be adversely impacted by the Year 2000 issue. The Year 2000 problem is a result
of computer programs being written using two digits rather than four to define
the applicable year. Any of the company's programs that recognize a date using
"00" as the year 1900 rather than the Year 2000 could result in system failures
or miscalculations.
During the third quarter of fiscal 1998, the company completed the
assessment of its internal critical and non-critical hardware and software.
Included in the company's assessment was the identification of all critical and
non-critical computer programs and hardware, including environmental systems
that are dependent on embedded microchips, such as security systems and VAC
systems. Based on its assessment, the company determined that its significant
information technology systems would not be affected, but a portion of its
non-critical programs and certain hardware would require modification or
replacement. The company has made the necessary modifications to the
non-critical programs and hardware so that these systems can properly utilize
dates beyond December 31, 1999. The total cost of the modifications was less
than $100,000. In addition, the company is currently developing a Year 2000
compliant point of sale and order entry system in its retail locations and,
therefore, does not anticipate having any Year 2000 compliance issues with
respect to the information technology systems to be utilized by its retail
stores.
The company also depends on the systems of its suppliers and host
stores. The failure of the company, or third parties upon which the company
relies, to identify Year 2000 issues and successfully and timely resolve them
could have a material adverse impact on the operations of the company.
The company has developed and will implement contingency plans designed
to allow continued operations in the event of failure of the company's or third
party systems to be Year 2000 compliant.
9
<PAGE> 12
U.S. VISION, INC.
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
The company occasionally makes forward-looking statements concerning
its plans, goals, product and service offerings, store openings and closings and
anticipated financial performance. These forward-looking statements may
generally be identified by introductions such as "outlook" for an upcoming
period of time, or words and phrases such as "should", "expect", "hope",
"plans", "projected", "believes", "forward-looking" (or variants of those words
and phrases) or similar language indicating the expression of an opinion or view
concerning the future.
These forward-looking statements are subject to risks and uncertainties
based on a number of factors and actual results or events may differ materially
from those anticipated by such forward-looking statements. These factors
include, but are not limited to: the company's ability to maintain its
relationship with its host stores such as J.C. Penney and Sears, as well as with
Cole National Corporation, a competitor of the company and the owner of the
Vision One managed vision care plan in which the company participates; the
growth rate of the company's revenue and market share; the company's ability to
effectively manage its business functions while growing the company's business
in a rapidly changing environment; and the quality of the company's plans and
strategies, and the ability of the company to execute such plans and strategies.
In addition, forward-looking statements concerning the company's
expected revenue or earnings levels are subject to many additional uncertainties
applicable to competitors generally and to general economic conditions over
which the company has no control, such as the performance of its host stores.
The company does not plan to generally publicly update prior forward-looking
statements for unanticipated events or otherwise and, accordingly, prior
forward-looking statements should not be considered to be "fresh" simply because
the company has not made additional comments on those forward-looking
statements.
10
<PAGE> 13
U.S. VISION, INC.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A. EXHIBITS
The following exhibits are filed as a part of this report:
Exhibit
Number Exhibit
3.1* Restated Certificate of Incorporation of the
Company
3.2* Bylaws of the Company
10.1* Loan and Security Agreement between the Company
and Commerce Bank, as amended
10.2* Stock Option Plan, including form of Stock
Option Agreement
10.3** Subordinated Note Purchase Agreement
10.4** Amendment to Subordinated Note Purchase Agreement
10.5** J.C. Penney License Agreement
10.6** Vision Care Agreement
10.7*** Employment Agreement for William A. Schwartz, Jr.
10.8*** Form of Employment Severance Agreement
10.9** Form of Non-Statutory Option Agreement
10.10** Form of Indemnification Agreement
10.11** Stockholders' Agreement
10.12** Form of Sears Lease
10.13** Commerce Bank Mortgages and Schedules
10.14** DRPA Loan Documentation
27+ Financial Data Schedule
-----------------
* Previously filed as an exhibit to the Form S-1
(Reg. No. 333-35819) filed with the SEC on
September 17, 1997.
** Previously filed as an exhibit to Amendment No.
1 to the Form S-1 (Reg. No. 333-35819) filed
with the SEC on October 29, 1997.
*** Previously filed as an exhibit to the company's
report on Form 10-K for the fiscal year ended
January 31, 1999, filed with the SEC on April
30, 1999.
+ Filed herewith.
B. REPORTS ON FORM 8-K
No reports on Form 8-K were filed by the company during the three (3)
months ended October 31, 1999.
11
<PAGE> 14
U.S. VISION, INC.
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 thereunto duly authorized.
U.S. VISION, INC.
-----------------
(Registrant)
December 10, 1999 /s/Kathy G. Cullen
--------------------------------------------
Kathy G. Cullen, Chief Financial Officer
(Principal Financial and Accounting Officer)
12
<PAGE> 15
U.S. VISION, INC.
EXHIBIT INDEX
Exhibit
Number Exhibit
------- --------
3.1* Restated Certificate of Incorporation of the
Company
3.2* Bylaws of the Company
10.1* Loan and Security Agreement between the Company
and Commerce Bank, as amended
10.2* Stock Option Plan, including form of Stock Option
Agreement
10.3** Subordinated Note Purchase Agreement
10.4** Amendment to Subordinated Note Purchase
Agreement
10.5** J.C. Penney License Agreement
10.6** Vision Care Agreement
10.7*** Employment Agreement for William A. Schwartz, Jr.
10.8*** Form of Employment Severance Agreement
10.9** Form of Non-Statutory Option Agreement
10.10** Form of Indemnification Agreement
10.11** Stockholders' Agreement
10.12** Form of Sears Lease
10.13** Commerce Bank Mortgages and Schedules
10.14** DRPA Loan Documentation
27+ Financial Data Schedule
--------------------
* Previously filed as an exhibit to the Form S-1
(Reg. No. 333-35819) filed with the SEC on
September 17, 1997.
** Previously filed as an exhibit to Amendment No.
1 to the Form S-1 (Reg. No. 333-35819) filed
with the SEC on October 29, 1997.
*** Previously filed as an exhibit to the company's
report on Form 10-K for the fiscal year ended
January 31, 1999, filed with the SEC on April 30,
1999.
+ Filed herewith.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED BALANCE SHEET AT OCTOBER 31, 1999
(UNAUDITED) AND THE CONDENSED CONSOLIDATED STATEMENT OF INCOME FOR THE NINE
MONTHS ENDED OCTOBER 31, 1999 (UNAUDITED) AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JAN-31-2000
<PERIOD-END> OCT-31-1999
<CASH> 728,000
<SECURITIES> 0
<RECEIVABLES> 13,232,000
<ALLOWANCES> 0
<INVENTORY> 26,927,000
<CURRENT-ASSETS> 41,907,000
<PP&E> 72,871,000
<DEPRECIATION> 35,911,000
<TOTAL-ASSETS> 86,188,000
<CURRENT-LIABILITIES> 16,016,000
<BONDS> 0
0
0
<COMMON> 78,000
<OTHER-SE> 50,330,000
<TOTAL-LIABILITY-AND-EQUITY> 86,188,000
<SALES> 109,665,000
<TOTAL-REVENUES> 109,665,000
<CGS> 33,700,000
<TOTAL-COSTS> 71,429,000<F1>
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 299,000
<INCOME-PRETAX> 4,237,000
<INCOME-TAX> 299,000
<INCOME-CONTINUING> 3,938,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,938,000
<EPS-BASIC> .51
<EPS-DILUTED> .51
<FN>
<F1>PROVISION FOR DOUBTFUL ACCOUNTS AND INVENTORY PROVISION INCLUDED IN TOTAL
COSTS.
</FN>
</TABLE>
