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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, 2000.
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)
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<S> <C>
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)
</TABLE>
(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 14, 2000 there were 7,793,807 shares of the registrant's common
stock outstanding.
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U.S. VISION, INC.
TABLE OF CONTENTS
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Page
Number
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets (Unaudited)
October 31, 2000 and January 31, 2000 ............................................. 1
Condensed Consolidated Statements of Income (Unaudited)
Three and Nine Months Ended October 31, 2000 and 1999.............................. 2
Condensed Consolidated Statements of Cash Flow (Unaudited)
Nine Months Ended October 31, 2000 and 1999........................................ 3
Notes to Condensed Consolidated Financial Statements (Unaudited)................... 4
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations...................................... 6
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K................................................... 9
SIGNATURES ................................................................................... 10
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
U.S. VISION, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share amounts)
(Unaudited)
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October 31, January 31,
2000 2000
--------- ---------
<S> <C> <C>
ASSETS
Current assets:
Cash $ 464 $ 454
Accounts receivable 11,433 12,006
Inventory--finished goods 22,091 23,785
Prepaid expenses and other 1,147 542
--------- ---------
Total current assets 35,135 36,787
Property, plant, and equipment, net 40,044 37,890
Goodwill, net of accumulated amortization of $1,129 and
$868, respectively 6,444 6,705
Other 1,064 1,651
--------- ---------
$ 82,687 $ 83,033
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable--trade $ 7,708 $ 10,094
Accrued expenses 5,198 5,834
Current portion of obligations under capital lease 731 646
Current portion of long-term debt 553 1,087
--------- ---------
Total current liabilities 14,190 17,661
Obligations under capital lease, less current portion 1,777 1,759
Long-term debt, less current portion 17,372 18,962
Stockholders' equity:
Common stock, $0.01 par value:
Authorized shares--15,000,000, issued and
outstanding shares--7,793,807 78 78
Additional paid-in capital 115,766 115,766
Accumulated deficit (66,496) (71,193)
--------- ---------
Total stockholders' equity 49,348 44,651
--------- ---------
$ 82,687 $ 83,033
========= =========
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See accompanying notes to condensed consolidated financial statements.
1
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U.S. VISION, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except per share amounts)
(Unaudited)
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<CAPTION>
Three Months Ended Nine Months Ended
October 31, October 31,
--------------------- ---------------------
2000 1999 2000 1999
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net sales $ 37,395 $ 36,223 $116,060 $109,665
Cost of sales 11,143 11,219 35,158 33,700
-------- -------- -------- --------
Gross profit 26,252 25,004 80,902 75,965
Operating expenses:
Selling, general, and administrative
expenses 23,633 23,760 72,022 67,608
Depreciation and amortization 1,135 1,074 3,628 3,821
-------- -------- -------- --------
24,768 24,834 75,650 71,429
-------- -------- -------- --------
Operating income 1,484 170 5,252 4,536
Interest expense, net 91 111 338 299
-------- -------- -------- --------
Income before income tax provision 1,393 59 4,914 4,237
Income tax provision (benefit) 35 (429) 217 299
-------- -------- -------- --------
Net income $ 1,358 $ 488 $ 4,697 $ 3,938
======== ======== ======== ========
Net income per share $ 0.17 $ 0.06 $ 0.60 $ 0.51
======== ======== ======== ========
Net income per share - assuming dilution $ 0.17 $ 0.06 $ 0.60 $ 0.51
======== ======== ======== ========
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See accompanying notes to condensed consolidated financial statements.
2
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U.S. VISION, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
(Dollars in thousands)
(Unaudited)
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Nine Months Ended
October 31,
2000 1999
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<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 4,697 $ 3,938
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 3,628 3,821
Changes in operating assets and liabilities:
Accounts receivable 573 40
Inventory 1,694 (3,761)
Other (32) (312)
Accounts payable - trade (2,386) 2,658
Accrued expenses (636) (1,929)
-------- --------
Net cash provided by operating activities 7,538 4,455
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant, and equipment, net (4,976) (8,020)
Acquisition of businesses -- (795)
-------- --------
Net cash used in investing activities (4,976) (8,815)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings:
Revolving line of credit 57,103 52,813
Other 300 976
Repayments of borrowings:
Revolving line of credit (58,447) (48,000)
Term loans (305) (260)
Other (1,203) (1,134)
-------- --------
Net cash provided by (used in) financing activities (2,552) 4,395
-------- --------
Net increase in cash 10 35
Cash at beginning of period 454 693
-------- --------
Cash at end of period $ 464 $ 728
======== ========
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See accompanying notes to condensed consolidated financial statements.
3
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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 accounting principles generally accepted in the United States
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, 2000. 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, 2001.
2. USE OF ESTIMATES
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates.
3. INCOME TAXES
As of January 31, 2000, the Company had net operating loss carry
forwards of approximately $15,400,000 which will begin to expire in the year
2006. Approximately $5,700,000 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. Approximately $780,000 of the Restricted NOLs will become
available for use each year through the year 2008. Approximately $3,400,000 of
the Restricted NOLs are expected to expire unutilized.
4
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U.S. VISION, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
4. NET INCOME PER SHARE
The following table (in thousands except per share data) presents the
calculation of earnings per share for the periods indicated.
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Three Months Ended Nine Months Ended
October 31, October 31,
------------------ ------------------
2000 1999 2000 1999
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<S> <C> <C> <C> <C>
Net income $1,358 $ 488 $4,697 $3,938
====== ====== ====== ======
Basic average common shares outstanding 7,794 7,794 7,794 7,794
Effect of dilutive securities:
Options 51 -- 17 --
------ ------ ------ ------
Diluted average common shares outstanding 7,845 7,794 7,811 7,794
------ ------ ------ ------
Net income per share $ 0.17 $ 0.06 $ 0.60 $ 0.51
Net income per share - assuming dilution $ 0.17 $ 0.06 $ 0.60 $ 0.51
</TABLE>
Includes impact of options to purchase additional shares of common stock
using the treasury method which results in the issuance of 51,205 shares for the
three months ended October 31, 2000 and 17,068 shares for the nine months ended
October 31, 2000. There was no impact of dilutive securities on earnings per
share-assuming dilution for the three months ended October 31, 1999 and the nine
months ended October 31, 1999.
5. CLOSURE OF FRAME MANUFACTURING FACILITY
In fiscal 1999, the company's board of directors approved a plan to
close its plastic frame manufacturing facility located in Miami, Florida. The
company has relocated the importing and distribution of frames, previously
manufactured or imported in Florida, to its Glendora, NJ distribution facility.
In connection with this plan, the company recorded a charge of $2,835,000 in the
fourth quarter of fiscal 1999, which was comprised of $2,224,000 in write-offs
of inventory used solely in the manufacturing process, $161,000 in machinery and
equipment, $250,000 in buildings and $200,000 for uncollectible receivables. The
write-offs associated with the buildings, machinery and equipment were intended
to reduce their carrying costs to their estimated net realizable value. The
company also incurred approximately $210,000 in additional payroll costs between
February 1 and July 31, 2000, which was expensed when paid.
5
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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:
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Three Months Ended Nine Months Ended
October 31, October 31,
------------------ ------------------
2000 1999 2000 1999
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<S> <C> <C> <C> <C>
Net sales 100.0% 100.0% 100.0% 100.0%
Cost of sales 29.8 31.0 30.3 30.7
------ ------ ------ ------
Gross profit 70.2 69.0 69.7 69.3
Operating expenses:
Selling, general and administrative 63.2 65.5 62.1 61.6
Depreciation and amortization 3.0 3.0 3.1 3.5
------ ------ ------ ------
Operating income 4.0 0.5 4.5 4.2
Interest expense, net 0.3 0.3 0.3 0.3
------ ------ ------ ------
Income before income tax provision 3.7 0.2 4.2 3.9
Income tax provision (benefit) 0.1 (1.2) 0.2 0.3
------ ------ ------ ------
Net income 3.6% 1.4% 4.0% 3.6%
====== ====== ====== ======
</TABLE>
THREE MONTHS ENDED OCTOBER 31, 2000 COMPARED TO THREE MONTHS ENDED OCTOBER 31,
1999
Net sales increased $1.2 million, or 3.2%, from $36.2 million for the
three months ended October 31, 1999 to $37.4 million for the three months ended
October 31, 2000. The increase was the result of a 4.4% increase in
comparable-store sales, which was offset by a 1.2% decline in overall sales
caused by the closure of unprofitable stores. The increase in comparable store
sales was primarily the result of an increase in the number of eyeglasses sold,
which was driven by promotional and discounting activity.
Cost of sales, as a percentage of net sales, decreased by 1.2%, from
31.0% for the three months ended October 31, 1999 to 29.8% for the three months
ended October 31, 2000. The decrease is a result of a reduction in material
costs.
Selling, general and administrative expenses, as a percentage of net
sales, decreased by 2.3% from 65.5% for the three months ended October 31, 1999
to 63.2% for the three months ended October 31, 2000. The decrease was
principally due to the increase in net sales, a reduction in new store openings
and stringent cost control.
NINE MONTHS ENDED OCTOBER 31, 2000 COMPARED TO NINE MONTHS ENDED OCTOBER 31,
1999
Net sales increased $6.4 million, or 5.8%, from $109.7 million for the
nine months ended October 31, 1999 to $116.1 million for the nine months ended
October 31, 2000. The increase in net sales was attributable to a 4.1% increase
in comparable-store sales and an overall increase in the number of stores opened
during the current period.
6
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U.S. VISION, INC.
Cost of sales, as a percentage of net sales, decreased by 0.4%, from
30.7% for the nine months ended October 31, 1999 to 30.3% for the nine months
ended October 31, 2000. The decrease is a result of a reduction in material
costs.
Selling, general and administrative expenses, as a percentage of net
sales, increased by 0.5% from 61.6% for the nine months ended October 31, 1999
to 62.1% for the nine months ended October 31, 2000. The increase was
attributable to an overall increase in base salary costs due to near full
employment, which was partially offset by cost reduction initiatives implemented
by management.
LIQUIDITY AND CAPITAL RESOURCES
The company's primary source of cash for the first nine months of fiscal 2000
was from operations. Cash and working capital at October 31, 2000 were $464,000
and $20.9 million, respectively, compared to $454,000 and $19.1 million,
respectively, at January 31, 2000.
For the nine months ended October 31, 2000, cash provided by operating
activities was $7.5 million compared to $4.5 million for the nine months ended
October 31, 1999. The $3.0 million increase resulted primarily from favorable
changes in working capital and the increase in income.
Due to the company's strategic plan to reduce store expansion, cash used
in investing activities in the first nine months of fiscal 2000 was $5.0 million
compared to $8.8 million in the first nine months of fiscal 1999. Capital
expenditures during the first nine months of fiscal 2000 of $5.0 million 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 8.50% as of October 31, 2000, and matures
in December 2001. As of October 31, 2000, the company had $12.9 million
outstanding under its revolving line of credit and $7.1 million of availability.
The loan agreement prohibits the payment of dividends to stockholders and the
company must maintain certain financial ratios including a specified net worth
level, current ratio, and a fixed charge ratio. As of January 31, 2000, the
company was not in compliance with the fixed charge ratio, but received a waiver
on this covenant violation until January 31, 2001. We anticipate being in
compliance with this ratio when it is reinstituted. We do not believe that the
financial covenants set forth in our revolving line of credit will have an
adverse impact on our operations or future plans.
We have commitments from Commerce BankLease, a unit of Commerce Bank,
N.A., for a $2,000,000 five-year equipment lease financing facility. During
fiscal 1999, we executed the agreement and leased approximately $922,000 of
laboratory equipment, which will be paid for over a period of 60 months. The
leased laboratory equipment has been recorded as a capital lease on the
consolidated balance sheet.
7
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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.
8
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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:
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<CAPTION>
Exhibit
Number Exhibit
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<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
10.15**** Form of Warrant
27+ Financial Data Schedule
</TABLE>
---------------------
* Previously filed as an exhibit to the Form S-1 (Reg. No. 333-35819) filed
with the Commission 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 Commission on October 29, 1997.
*** Previously filed as an exhibit to the company's Form 10-K for the fiscal
year ended January 31, 1998, which was filed with the Securities and
Exchange Commission on April 30, 1999.
**** Previously filed as an exhibit to the company's Form 10-Q for the quarter
ended July 31, 2000, which was filed with the Securities and Exchange
Commission on September 13, 2000.
+ 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, 2000.
9
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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 14, 2000 /s/George E. McHenry
-----------------------------------------------
George E. McHenry, Chief Financial Officer
(Principal Financial and Accounting Officer)
10
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U.S. VISION, INC.
EXHIBIT INDEX
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<CAPTION>
Exhibit
Number Exhibit
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<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
10.15**** Form of Warrant
27+ Financial Data Schedule
</TABLE>
-----------
* Previously filed as an exhibit to the Form S-1 (Reg. No. 333-35819) filed
with the Commission 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 Commission on October 29, 1997.
*** Previously filed as an exhibit to the company's Form 10-K for the fiscal
year ended January 31, 1998, which was filed with the Securities and
Exchange Commission on April 30, 1999.
**** Previously filed as an exhibit to the company's Form 10-Q for the quarter
ended July 31, 2000, which was filed with the Securities and Exchange
Commission on September 13, 2000.
+ Filed herewith.
