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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 APRIL 30, 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)
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(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 June 1, 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)
April 30, 2000 and January 31, 2000 ............................................... 1
Condensed Consolidated Statements of Income (Unaudited)
Three Months Ended April 30, 2000 and 1999......................................... 2
Condensed Consolidated Statements of Cash Flows (Unaudited)
Three Months Ended April 30, 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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<CAPTION>
April 30, January 31,
2000 2000
--------- -----------
<S> <C> <C>
ASSETS
Current assets:
Cash $ 624 $ 454
Accounts receivable 11,257 12,006
Inventory 22,537 23,785
Prepaid expenses and other 742 542
--------- ---------
Total current assets 35,160 36,787
Property, plant, and equipment, net 38,750 37,890
Goodwill, net of accumulated amortization of $955 and
$868, respectively 6,618 6,705
Other 1,516 1,651
--------- ---------
Total assets $ 82,044 $ 83,033
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable--trade $ 8,488 $ 10,094
Accrued expenses 5,367 5,834
Current portion of obligations under capital lease 716 646
Current portion of long-term debt 889 1,087
--------- ---------
Total current liabilities 15,460 17,661
Obligations under capital lease 2,080 1,759
Long-term debt, less current portion 17,480 18,934
Other long-term liabilities 28 28
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 (68,848) (71,193)
--------- ---------
Total stockholders' equity 46,996 44,651
--------- ---------
Total liabilities and stockholders' equity $ 82,044 $ 83,033
========= =========
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See accompanying notes to condensed consolidated financial statements.
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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
April 30,
-----------------------
2000 1999
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<S> <C> <C>
Net sales $41,894 $37,841
Cost of sales 12,854 11,661
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Gross profit 29,040 26,180
Operating expenses:
Selling, general, and administrative
expenses 25,063 21,901
Depreciation and amortization 1,358 1,348
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26,421 23,249
------- -------
Operating income 2,619 2,931
Interest expense, net 149 97
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Income before income tax provision 2,470 2,834
Income tax provision 125 564
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Net income $ 2,345 $ 2,270
======= =======
Net income per share $ 0.30 $ 0.29
======= =======
Net income per share - assuming dilution $ 0.30 $ 0.29
======= =======
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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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<CAPTION>
Three Months Ended
April 30,
2000 1999
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 2,345 $ 2,270
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 1,358 1,348
Changes in operating assets and liabilities:
Accounts receivable 749 (1,323)
Inventory 1,248 (1,151)
Other (200) (164)
Accounts payable - trade (1,606) 2,104
Accrued expenses (338) (767)
-------- --------
Net cash provided by operating activities 3,556 2,317
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant, and equipment, net (1,772) (2,946)
-------- --------
Net cash used in investing activities (1,772) (2,946)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings:
Revolving line of credit 19,944 16,281
Other 300 --
Repayments of borrowings:
Revolving line of credit (21,325) (15,175)
Term loans (101) (71)
Other (432) (368)
-------- --------
Net cash provided by (used in) financing activities (1,614) 667
-------- --------
Net increase in cash 170 38
Cash at beginning of period 454 693
-------- --------
Cash at end of period $ 624 $ 731
======== ========
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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. INVENTORY
Inventory is as follows (in thousands):
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<CAPTION>
April 30, January 31,
2000 2000
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<S> <C> <C>
Finished goods $20,089 $21,341
Work-in-process 1,042 870
Raw materials 1,406 1,574
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$22,537 $23,785
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4. 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)
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.
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<CAPTION>
Quarter ended April 30,
2000 1999
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<S> <C> <C>
Net income $2,345 $2,270
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Basic average common shares outstanding 7,794 7,794
Effect of dilutive securities:
Options -- --
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Diluted average common shares outstanding 7,794 7,794
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Net income per share $ 0.30 $ 0.29
Net income per share - assuming dilution $ 0.30 $ 0.29
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Options to purchase additional shares of common stock have no impact on
earnings per share for the quarters ended April 30, 2000 and 1999 as their
effect was antidilutive.
6. CLOSURE OF FRAME MANUFACTURING FACILITY
In fiscal 1999 the company's board of directors approved a plan whereby
its plastic frame manufacturing facility, located in Florida, will close by June
30, 2000. The company will relocate 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, 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
will incur approximately $250,000 in additional payroll costs between February 1
and June 30, 2000, which will be expensed when paid.
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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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<CAPTION>
Three Months Ended
April 30,
--------------------
2000 1999
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Net sales 100.0% 100.0%
Cost of sales 30.7 30.8
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Gross profit 69.3 69.2
Operating expenses:
Selling, general and administrative 59.8 57.9
Depreciation and amortization 3.2 3.6
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Operating income 6.3 7.7
Interest expense, net 0.4 0.2
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Income before income tax provision 5.9 7.5
Income tax provision 0.3 1.5
------ ------
Net income 5.6% 6.0%
====== ======
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THREE MONTHS ENDED APRIL 30, 2000 COMPARED TO THREE MONTHS ENDED APRIL 30, 1999
Net sales increased $4.1 million, or 10.7%, from $37.8 million for the
three months ended April 30, 1999 to $41.9 million for the three months ended
April 30, 2000. A 5.8% increase in comparable- store sales accounted for $2.1
million of the increase in net sales. New store openings, net of store closings,
accounted for the remaining $2.0 million of the increase. 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 offset
by lower host store traffic.
Cost of sales, as a percentage of net sales, remained relatively
constant at 30.7% for the three months ended April 30, 2000.
Selling, general and administrative expenses, as a percentage of net
sales, increased from 57.9% for the three months ended April 30, 1999 to 59.8%
for the three months ended April 30, 2000. The increase was principally due to
an increase in expenses associated with new store openings since January 1999,
as new stores have a lower average sales volume than mature stores, and an
overall increase in base salary rates as a result of the competitive labor
market due to low unemployment.
6
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U.S. VISION, INC.
Interest expense, net increased by $52,000 from $97,000 for the three
months ended April 30, 1999 to $149,000 for the three months ended April 30,
2000. The increase was principally due to increased borrowings on our line of
credit. See "Liquidity and Capital Resources."
LIQUIDITY AND CAPITAL RESOURCES
The company's primary source of cash for the first three months of
fiscal 2000 was from operations. Cash and working capital at April 30, 2000 were
$624,000 and $19.7 million, respectively, compared to $454,000 and $19.1
million, respectively, at January 31, 2000.
For the three months ended April 30, 2000, cash provided by operating
activities was $3.5 million compared to cash provided by operating activities of
$2.3 million for the three months ended April 30, 1999. The $1.2 million
increase resulted from favorable changes in the collection of accounts
receivable and reducing and controlling inventory levels, offset by a decrease
in accounts payable.
Due to the company's strategic plan to reduce store expansion, cash used
in investing activities in the first three months of fiscal 2000 was $1.8
million compared to $2.9 million in the first three months of fiscal 1999.
Capital expenditures during the first three months of fiscal 2000 of $1.8
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 8.28% as of April 30, 2000, and matures
in December 2001. As of April 30, 2000, the company had $12.8 million
outstanding under its revolving line of credit and $7.2 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 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.
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.
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U.S. VISION, INC.
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.
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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:
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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
27+ Financial Data Schedule
-------
* 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.
+ Filed herewith.
</TABLE>
B. REPORTS ON FORM 8-K
No reports on Form 8-K were filed by the company during the three (3)
months ended April 30, 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.
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<S> <C>
U.S. VISION, INC.
--------------------------------------------
(Registrant)
June 13, 2000 /s/Kathy G. Cullen
--------------------------------------------
Kathy G. Cullen, Chief Financial Officer
(Principal Financial and Accounting Officer)
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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
27+ Financial Data Schedule
-------------
* 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.
+ Filed herewith.
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