<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 JULY 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 (I.R.S. Employer Identification No.)
incorporation or organization)
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 September 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
------
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets (Unaudited)
July 31, 1999 and January 31,1999...................................... 1
Condensed Consolidated Statements of Income (Unaudited)
Three and Six Months Ended July 31, 1999 and 1998...................... 2
Condensed Consolidated Statements of Cash Flows (Unaudited)
Six Months Ended July 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 4. Submission of Matters to a Vote of Security Holders.................... 11
Item 6. Exhibits and Reports on Form 8-K....................................... 12
SIGNATURES............................................................................... 13
</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>
July 31, January 31,
1999 1999
--------- ---------
<S> <C> <C>
ASSETS
Current assets:
Cash $ 841 $ 693
Accounts receivable 15,581 13,520
Inventory 25,337 22,818
Prepaid expenses and other 955 847
--------- ---------
Total current assets 42,714 37,878
Property, plant, and equipment, net 34,602 31,634
Goodwill, net of accumulated amortization of $705
and $570, respectively 5,430 5,565
Other 753 517
--------- ---------
$ 83,499 $ 75,594
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable-trade $ 10,520 $ 7,894
Accrued expenses 4,482 5,238
Current portion of obligations under capital lease 555 660
Current portion of long-term debt 706 934
--------- ---------
Total current liabilities 16,263 14,726
Obligations under capital lease, less current portion 1,290 1,542
Long-term debt, less current portion 15,689 12,527
Other long-term liabilities 337 329
Stockholders' equity:
Common stock, $0.01 par value:
Authorized shares-15,000,000, issued and outstanding
shares-7,793,807, at July 31, 1999 and January 31, 1999 78 78
Additional paid-in capital 115,766 115,766
Accumulated deficit (65,924) (69,374)
--------- ---------
Total stockholders' equity 49,920 46,470
--------- ---------
$ 83,499 $ 75,594
========= =========
</TABLE>
See accompanying notes to condensed consolidated
financial statements (unaudited).
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 Six Months Ended
July 31, July 31,
---------------------- ----------------------
1999 1998 1999 1998
------- ------- ------- -------
<S> <C> <C> <C> <C>
Net sales $35,601 $31,753 $73,442 $66,419
Cost of sales 10,820 9,647 22,481 20,289
------- ------- ------- -------
Gross profit 24,781 22,106 50,961 46,130
Operating expenses:
Selling, general, and administrative
expenses 21,947 18,912 43,848 38,869
Depreciation and amortization 1,399 941 2,747 2,073
------- ------- ------- -------
23,346 19,853 46,595 40,942
------- ------- ------- -------
Operating income 1,435 2,253 4,366 5,188
Interest expense, net 91 89 188 207
------- ------- ------- -------
Income before income tax provision 1,344 2,164 4,178 4,981
Income tax provision 164 70 728 70
------- ------- ------- -------
Net income $ 1,180 $ 2,094 $ 3,450 $ 4,911
======= ======= ======= =======
Net income per share $ 0.15 $ 0.27 $ 0.44 $ 0.63
======= ======= ======= =======
Net income per share - assuming dilution $ 0.15 $ 0.26 $ 0.44 $ 0.61
======= ======= ======= =======
</TABLE>
See accompanying notes to condensed consolidated
financial statements (unaudited).
2
<PAGE> 5
U.S. VISION, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
(Dollars in thousands)
<TABLE>
<CAPTION>
Six Months Ended
July 31,
-------------------------
1999 1998
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 3,450 $ 4,911
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 2,747 2,073
Changes in operating assets and liabilities:
Accounts receivable (2,061) 507
Inventory (2,519) (1,707)
Other (351) (163)
Accounts payable - trade 2,626 1,825
Accrued expenses (747) (608)
-------- --------
Net cash provided by operating activities 3,145 6,838
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant, and equipment, net (5,573) (3,637)
Acquisition of business -- (1,592)
-------- --------
Net cash used in investing activities (5,573) (5,229)
CASH FLOWS FROM FINANCING ACTIVITIES:
1997 initial public offering costs -- (174)
Proceeds from borrowings:
Revolving line of credit 31,697 7,998
Other 106 26
Repayments of borrowings:
Revolving line of credit (28,350) (8,505)
Term loans (165) (317)
Other (712) (423)
-------- --------
Net cash provided by (used in) financing activities 2,576 (1,395)
-------- --------
Net increase in cash 148 214
Cash at beginning of period 693 365
-------- --------
Cash at end of period $ 841 $ 579
======== ========
</TABLE>
See accompanying notes to condensed consolidated
financial statements (unaudited).
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. INVENTORY
Inventory is as follows (in thousands):
<TABLE>
<CAPTION>
July 31, January 31,
1999 1999
------- -------
<S> <C> <C>
Finished goods $21,446 $18,782
Work-in-process 954 1,230
Raw materials 2,937 2,806
------- -------
$25,337 $22,818
======= =======
</TABLE>
4
<PAGE> 7
U.S. VISION, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
4. 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.
5. 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 Six Months Ended
July 31, July 31,
-------------------- --------------------
1999 1998 1999 1998
------ ------ ------ ------
<S> <C> <C> <C> <C>
Net income $1,180 $2,094 $3,450 $4,911
====== ====== ====== ======
Basic average common shares outstanding 7,794 7,773 7,794 7,767
Effect of dilutive securities:
Options -- 263 -- 244
------ ------ ------ ------
Diluted average common shares outstanding 7,794 8,036 7,794 8,011
Net income per share $ 0.15 $ 0.27 $ 0.44 $ 0.63
Net income per share - assuming dilution $ 0.15 $ 0.26 $ 0.44 $ 0.61
</TABLE>
Options to purchase additional shares of common stock have no impact on
earnings per share for the three months and six months ended July 31, 1999 as
their effect was antidilutive.
6. STORE CLOSING 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 $1,500,000 of
inventory. This charge was recorded as a component of cost of sales.
5
<PAGE> 8
U.S. VISION, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
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 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 operations data
expressed as a percentage of net sales for the periods indicated:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
July 31, July 31,
--------------------- ---------------------
1999 1998 1999 1998
------ ------ ------ ------
<S> <C> <C> <C> <C>
Net sales 100.0% 100.0% 100.0% 100.0%
Cost of sales 30.4 30.4 30.6 30.6
------ ------ ------ ------
Gross profit 69.6 69.6 69.4 69.4
Operating expenses:
Selling, general and administrative 61.7 59.5 59.7 58.5
Depreciation and amortization 3.9 3.0 3.7 3.1
------ ------ ------ ------
Operating income 4.0 7.1 6.0 7.8
Interest expense, net 0.2 0.3 0.3 0.3
------ ------ ------ ------
Income before income tax provision 3.8 6.8 5.7 7.5
Income tax provision 0.5 0.2 1.0 0.1
------ ------ ------ ------
Net income 3.3% 6.6% 4.7% 7.4%
====== ====== ====== ======
</TABLE>
THREE MONTHS ENDED JULY 31, 1999 COMPARED TO THREE MONTHS ENDED JULY 31, 1998
Net sales increased $3.8 million, or 12.1%, from $31.8 million for the
three months ended July 31, 1998 to $35.6 million for the three months ended
July 31, 1999. A 4.3% increase in comparable store sales accounted for $1.3
million of the increase in net sales. New store openings, net of closings,
accounted for the remaining $2.5 million of the increase.
Cost of sales as a percentage of net sales remained constant at 30.4%
Selling, general and administrative expenses increased by $3.0 million,
or 16.0%, from $18.9 million for the three months ended July 31, 1998 to $21.9
million for the three months ended July 31, 1999. The increase was principally
due to an increase in retail salaries, advertising and store expenses associated
with the company's aggressive store expansion program and greater department
store rents which are tied directly to sales volume. As a percentage of net
sales, selling, general and administrative expenses increased 2.2% principally
due to the opening of 55 new locations. In addition to normal operating
expenses, pre-opening costs are expensed as incurred.
Depreciation and amortization increased by $0.5 million, or 48.7%, from
$0.9 million for the three months ended July 31, 1998 to $1.4 million for the
three months ended July 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. In addition, depreciation expense increased due to
capital expenditures associated with store openings and the purchase of
additional coating machinery for the manufacturing facility.
7
<PAGE> 10
U.S. VISION, INC.
SIX MONTHS ENDED JULY 31, 1999 COMPARED TO SIX MONTHS ENDED JULY 31, 1998
Net sales increased $7.0 million, or 10.6%, from $66.4 million for the
six months ended July 31, 1998 to $73.4 million for the six months ended July
31, 1999. The increase in net sales was primarily attributable to sales
generated by the 55 new stores opened by the company during the past six months.
Comparable store sales increased by 2.1% during the six months ended July 31,
1999 compared to the same period last year.
Cost of sales as a percentage of net sales remained constant at 30.6%
Selling, general and administrative expenses increased by $4.9 million,
or 12.8%, from $38.9 million for the six months ended July 31, 1998 to $43.8
million for the six months ended July 31, 1999. The increase was principally due
to an increase in retail salaries, advertising and store expenses associated
with the company's aggressive store expansion program and greater department
store rents which are tied directly to sales volume. As a percentage of net
sales, selling, general and administrative expenses increased 1.2% principally
due to the opening of 55 new locations. In addition to normal operating
expenses, pre-opening costs are expensed as incurred.
Depreciation and amortization increased by $0.6 million, or 32.5%, from
$2.1 million for the six months ended July 31, 1998 to $2.7 million for the six
months ended July 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. In addition, depreciation expense increased due to
capital expenditures associated with store openings and the purchase of
additional coating machinery for the manufacturing facility.
LIQUIDITY AND CAPITAL RESOURCES
The company's primary sources of cash for the first six months of
fiscal 1999 were from operations and the company's revolving line of credit.
Cash and working capital at July 31, 1999 were $841,000 and $26.5 million,
respectively, compared to $693,000 and $23.2 million, respectively, at January
31, 1999.
For the six months ended July 31, 1999, cash provided by operating
activities was $3.1 million compared to cash provided by operating activities of
$6.8 million for the six months ended July 31, 1998. The $3.7 million decrease
resulted from a decrease in net income and increases in: (a) accounts
receivable, principally the result of the increase in net sales; (b) higher
inventory as a result of more store openings as well as the introduction of
higher priced branded product; and (c) accounts payable due to purchases of
materials to support the second quarter revenues.
Cash used in investing activities in the first six months of fiscal
1999 was $5.6 million compared to $5.2 million in the first six months of fiscal
1998. Capital expenditures during the first six months of fiscal 1999 were
primarily for new store openings, new laboratory equipment and development work
on the company's integrated management information system.
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 July 31, 1999, matures in
July 2001 and renews
8
<PAGE> 11
U.S. VISION, INC.
automatically for a one-year period, subject to either party's right to
terminate by notice of non-renewal. As of July 31, 1999, the company had $11.7
million outstanding under its revolving line of credit and $8.3 million of
availability. The loan agreement prohibits the payment of dividends to
stockholders and contains customary covenants. The company must also 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 July 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 to be paid over a period
of 60 months. The company anticipates it will be recorded 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. Consequently, the company is in the process of receiving adequate
assurances from its host stores that those systems on which the company relies
are or will be Year 2000 compliant before the end of 1999.
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.
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.
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 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
As contemplated in the company's Proxy Statement which was mailed to
stockholders beginning on May 7, 1999, the company's stockholders elected
William A. Schwartz, Jr., Dennis J. Shaughnessy, J. Roger Sullivan, Jr., Richard
K. McDonald, G. Kenneth Macrae and Peter M. Troup as directors of the company,
each to serve until the annual meeting of stockholders to be held in 2000. The
company's stockholders also considered a proposal to ratify the selection of
Ernst & Young LLP as the independent auditor of the company for the year ending
January 31, 2000.
Each of the foregoing proposals were approved at the company's annual
meeting of stockholders on June 8, 1999. Each Board nominee received the number
of votes indicated below.
<TABLE>
<CAPTION>
No. of Votes Cast No. of Votes Cast
Nominee For Election Against or Withheld
------- ------------ -------------------
<S> <C> <C>
William A. Schwartz, Jr. 5,062,324 501,928
Dennis J. Shaughnessy 5,062,324 501,928
J. Roger Sullivan, Jr. 5,062,324 501,928
Richard K. McDonald 5,062,324 501,928
G. Kenneth Macrae 5,062,324 501,928
Peter M. Troup 5,062,324 501,928
</TABLE>
With respect to the approval of the proposal to ratify the selection of
Ernst & Young LLP, the votes cast for, against and abstaining were as follows:
<TABLE>
<S> <C>
Votes For 5,558,457
Votes Against or Withheld 2,900
Abstentions 2,895
</TABLE>
11
<PAGE> 14
U.S. VISION, INC.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A. EXHIBITS
The following exhibits are filed as a part of this report:
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
------ -------
<S> <C>
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
</TABLE>
-----------------
* 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 July 31, 1999.
12
<PAGE> 15
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)
September 10, 1999 /s/Kathy G. Cullen
------------------------------------------
Kathy G. Cullen, Chief Financial Officer
(Principal Financial and Accounting Officer)
13
<PAGE> 16
U.S. VISION, INC.
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
------ -------
<S> <C>
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
</TABLE>
-------------
* 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 July 31, 1999 (Unaudited) and the
Condensed Consolidated Statement of Operations for the Six Months Ended July 31,
1999 (Unaudited) and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JAN-31-2000
<PERIOD-END> JUL-31-1999
<CASH> 841,000
<SECURITIES> 0
<RECEIVABLES> 15,581,000
<ALLOWANCES> 0
<INVENTORY> 25,337,000
<CURRENT-ASSETS> 42,714,000
<PP&E> 69,515,000
<DEPRECIATION> 34,913,000
<TOTAL-ASSETS> 83,499,000
<CURRENT-LIABILITIES> 16,263,000
<BONDS> 0
0
0
<COMMON> 78,000
<OTHER-SE> 49,842,000
<TOTAL-LIABILITY-AND-EQUITY> 83,499,000
<SALES> 73,442,000
<TOTAL-REVENUES> 73,442,000
<CGS> 22,481,000
<TOTAL-COSTS> 46,595,000<F1>
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 188,000
<INCOME-PRETAX> 4,178,000
<INCOME-TAX> 728,000
<INCOME-CONTINUING> 3,450,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,450,000
<EPS-BASIC> .44
<EPS-DILUTED> .44
<FN>
<F1>provision for doubtful accounts and inventory provision included in total costs.
</FN>
</TABLE>
