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NT 10-K
NOTIFICATION OF LATE FILING
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number: 0-20001
(Check one)
X Form 10-K and Form 10-KSB __ Form 11-K
__ Form 20-F Form 10-Q and Form 10-QSB Form N-SAR
For period ended January 1, 2000
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__ Transition Report on Form 10-K and Form 10-KSB
__ Transition Report on Form 20-F
__ Transition Report on Form 11-K
__ Transition Report on Form 10-Q and Form 10-QSB
__ Transition Report on Form N-SAR
For the transition period ended ___________________________________________
Read Attached Instruction Sheet Before Preparing Form. Please Print or
Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:
_______________________________________________
PART I
REGISTRANT INFORMATION
Full name of registrant: VISTA EYECARE, INC.
Former name if applicable _________________________________________________
Address of principal executive office (Street and number):
296 Grayson Hwy.
City, state and zip code: Lawrenceville, GA 30045
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PART II
RULE 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
(b) The subject annual report, semi-annual report, transition
report on Form 10-K, 10-KSB, 20-F, 11-K or Form N-SAR, or
[X] portion thereof will be filed on or before the 15th calendar
day following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Q, 10-QSB, or
portion thereof will be filed on or before the fifth calendar
day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 10-KSB,
11-K, 20-F,10-Q, 10-QSB, N-SAR or the transition report portion thereof could
not be filed within the prescribed time period. (Attach extra sheets if needed.)
The registrant is in the process of finalizing its financial
statements.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Mitchell Goodman 770 822-4208
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) or
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s). Yes [X] No [ ]
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof? Yes [X] No [ ]
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made. Attached is registrant's
press release for the 1999 fiscal year.
VISTA EYECARE, INC.
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date 04/03/00 By /s/ Mitchell Goodman
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[VISTA EYECARE INC LOGO]
CONTACTS:
Angus Morrison
SVP, Chief Financial Officer
770-822-4285
www.vistaeyecare.com
FOR IMMEDIATE RELEASE
February 25, 2000
VISTA EYECARE, INC.
REPORTS FOURTH QUARTER AND FULL-YEAR RESULTS
LAWRENCEVILLE, Georgia - Vista Eyecare, Inc. (NASDAQ: VSTA), today announced
results for the fourth quarter and for the fiscal year ended January 1, 2000.
Net sales for the fourth quarter increased 6 percent to $76.6 million over net
sales of $72.2 million reported for the same quarter a year ago. For the fourth
quarter the Company reported an operating loss of $8.2 million (including a
total of $5.8 million of non-cash charges), compared with a loss of $1.2 million
for the fourth quarter ended January 2, 1999. Operating income in the core
leased business increased in excess of 10 percent over the prior year quarter.
Operating results for the fourth quarter include a number of non-cash charges in
the aggregate amount of $5.8 million. A charge of $2.7 million was recorded in
connection with the write-off of certain managed care receivables. The Company
also recorded an impairment loss of $1.9 million in connection with 36
under-performing vision centers. An extraordinary charge of $0.4 million was
recorded as the result of refinancing the Company's credit facility. This
necessitated the write-off of capitalized costs associated with the previous
credit facility.
Comparable domestic store sales increased by 1 percent for the fourth quarter
and 2 percent for the year.
For the fiscal year ended January 1, 2000, net sales were $329.1 million, a 34
percent increase over net sales of $245.3 million reported for fiscal 1998.
Operating income in the core leased business increased 10 percent over the prior
year. At January 1, 2000, the Company operated 925 vision centers versus 919
vision centers operated as of January 2, 1999.
The Company incurred a pre-tax operating loss of $17.2 million in 1999, which
results in an income tax benefit of approximately $6.0 million. The Company has
established a valuation allowance against the net operating loss carry-forward.
Taking into consideration the valuation allowance and the fourth quarter
adjustments, the Company will report a net loss in 1999 of $17.6 million, or
$0.83 per share.
296 Grayson Highway * Lawrenceville, GA 30045*
(770) 822-3600 * Fax (770)822-3601
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P.O. Box 1000 * Lawrenceville, GA 30046
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Vista Eyecare, Inc.
February 25, 2000
Page Two
The Company also stated that it expects to record additional charges in
subsequent quarters as under-performing locations are closed and leased
obligations settled. The Company is currently unable to estimate the amount of
such charges.
The Company is currently not in compliance with certain financial covenants
contained in its credit facility. The Company has reached an oral agreement with
its lenders to amend these covenants, and expects that a written amendment will
be signed shortly.
Commenting on the quarter and full year results, Chairman James W. Krause
stated, "Our problems in 1999 resulted from poor performance at our acquired
vision centers, coupled with high interest costs. We must substantially improve
the operations of our free-standing vision centers. We have implemented a number
of initiatives, including training, advertising, merchandising and marketing
programs, and look forward to the impact of these programs on the results of
these operations. We have completed the testing of our new store concept and are
proceeding with the roll-out. The success of the free-standing operations will
be critical to our liquidity and to our goal of establishing a national Vista
Optical organization."
Mr. Krause added, "Our core business continues to perform well. Comparable store
sales in 1999 in our core leased business increased
4.1 percent over levels recorded in 1998."
Mr. Krause continued, "We have taken steps to improve and grow our managed
care business. Peter Socha, currently Senior Vice President of Strategic
Planning, has been appointed President of Vista Healthcare Services, Inc, a
wholly owned subsidiary of Vista Eyecare, Inc., to lead the effort to build a
new managed care organization and develop new processes and systems. Peter has
also been named to our Board of Directors."
Vista Eyecare, Inc., with a total of 925 locations, is the nation's third
largest optical company in terms of sales on an annualized basis and second
largest in terms of locations (including 603 leased department and 322 Vista
Optical free standing locations). The Company's retail operations offer a full
line of optical goods including spectacles, contact lenses, prescription and
non-prescription sunglasses and a full line of optical accessories. In addition,
independent Doctors of Optometry are available adjacent to most store locations.
- FINANCIAL TABLES TO FOLLOW -
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Any expectations, beliefs, and other non-historical statements contained in this
press release are forward looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 (the "Act"). Actual results may differ
materially due to a variety of factors that affect the Company. Among the
factors which may affect results are the following: risks associated with the
Company's high level of indebtedness, including pressures on liquidity; risks
associated with the integration of acquired operations; the Company's ability to
obtain and retain managed care contracts and business; risks associated with the
implementation of the Company's new point of sale system; the Company's ability
to select in-stock merchandise attractive to customers; operating factors
affecting customer satisfaction; and other factors. Such other factors are
described in a cautionary statement for purposes of the "Safe Harbor" provisions
of the Act, contained in the Company's Report on Form 10-K for 1998 and in the
Company's other filings with the Securities and Exchange Commission.
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VISTA EYECARE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(In thousands except per share information)
<TABLE>
<CAPTION>
Three Months Ended For the year ended
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(Audited)
January 1, January, 2 January 1, January 2,
2000 1999 2000 1999
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<S> <C> <C> <C> <C>
NET SALES $ 76,628 $ 72,233 $ 329,055 $245,331
COST OF GOODS SOLD 36,462 33,817 147,768 112,929
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GROSS PROFIT 40,166 38,416 181,287 132,402
SELLING, GENERAL AND ADMINISTRATIVE EXPENSE 43,724 39,575 174,462 121,413
IMPAIRMENT LOSS ON LONG-LIVED ASSETS 1,952 -- 1,952 --
PROVISION FOR DOUBTFUL ACCOUNTS 2,700 -- 2,700 --
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OPERATING INCOME (LOSS) (8,210) (1,159) 2,173 10,989
INTEREST EXPENSE, net 5,112 4,290 19,329 5,538
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INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES (13,322) (5,449) (17,156) 5,451
PROVISION (BENEFIT) FOR INCOME TAXES 1,010 (2,417) -- 2,037
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NET INCOME(LOSS) BEFORE EXTRAORDINARY ITEM (14,332) (3,032) (17,156) 3,414
EXTRAORDINARY ITEM, net of tax (406) -- (406) --
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NET INCOME (LOSS) $(14,738) $ (3,032) $ (17,562) $ 3,414
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EARNINGS (LOSS) PER SHARE BEFORE EXTRAORDINARY ITEM:
BASIC EARNINGS (LOSS) PER COMMON SHARE $ (0.68) $ (0.14) $ (0.81) $ 0.16
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DILUTED EARNINGS (LOSS) PER COMMON SHARE $ (0.68) $ (0.14) $ (0.81) $ 0.16
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NET INCOME (LOSS) PER SHARE:
BASIC EARNINGS (LOSS) PER COMMON SHARE $ (0.70) $ (0.14) $ (0.83) $ 0.16
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DILUTED EARNINGS (LOSS) PER COMMON SHARE $ (0.70) $ (0.14) $ (0.83) $ 0.16
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CAPITAL EXPENDITURES $ 1,579 $ 1,985 $ 12,101 $ 9,183
DEPRECIATION AND AMORTIZATION EXPENSE $ 4,451 $ 4,950 $ 18,705 $ 14,177
</TABLE>
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
(Unaudited)
January 1, 2000 January 2, 1999
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<S> <C> <C>
ASSETS
CURRENT ASSETS $ 50,896 $ 51,776
NET PROPERTY AND EQUIPMENT 53,905 58,043
OTHER NET ASSETS AND DEFERRED COSTS 9,315 9,953
DEFERRED INCOME TAX ASSETS -- 385
GOODWILL AND OTHER INTANGIBLE ASSETS 106,177 108,940
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$ 220,293 $ 229,097
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LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES $ 44,146 $ 47,568
SENIOR NOTES 123,747 123,609
REVOLVING CREDIT FACILITY 19,292 6,000
OTHER LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS 6,091 7,223
DEFERRED INCOME TAX LIABILITITES 460 --
TOTAL SHAREHOLDERS' EQUITY 26,557 44,697
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$ 220,293 $ 229,097
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</TABLE>
These condensed statements of operations and consolidated balance sheets should
be read in conjunction with the Company's annual report on Form 10-K for 1998
and quarterly report on Form 10-Q for the first, second and third quarters of
1999.
