<PAGE> 1
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 JUNE 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 NO. 0-22623
OCULAR SCIENCES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 94-2985696
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
475 ECCLES AVENUE
SOUTH SAN FRANCISCO, CALIFORNIA 94080
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
(650) 583-1400
(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 July 31, 2000, there were outstanding 23,222,065 shares of the
Registrant's Common Stock, par value $0.001 per share.
<PAGE> 2
OCULAR SCIENCES, INC.
INDEX
<TABLE>
<CAPTION>
Page
----
<S> <C>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
Condensed Consolidated Balance Sheets -
June 30, 2000 and December 31, 1999 3
Condensed Consolidated Statements of Income -
Three Months and Six Months Ended June 30, 2000 and 1999 4
Condensed Consolidated Statements of Cash Flows - Six
Months Ended June 30, 2000 and 1999 5
Notes to Condensed Consolidated Financial Statements 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 8
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 21
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 21
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 21
SIGNATURES 23
</TABLE>
2
<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM I. FINANCIAL STATEMENTS
OCULAR SCIENCES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS - (UNAUDITED)
(In thousands, except share data)
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
--------- -----------
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 45,897 $ 10,053
Restricted cash 408 429
Short-term investments 21,578 28,389
Accounts receivable, less allowance for sales returns and doubtful
accounts of $1,570 and $1,674 for 2000 and 1999, respectively 30,828 34,556
Inventories 19,844 15,728
Loans to officers and employees 225 113
Prepaid expenses and other current assets 17,195 15,043
--------- ---------
Total Current Assets 135,975 104,311
Property and equipment, net 112,725 102,591
Intangible assets, net 7,144 7,617
Long-term investments 4,044 7,630
Other assets 165 166
--------- ---------
Total Assets $ 260,053 $ 222,315
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 7,590 $ 7,191
Accrued liabilities 36,674 23,065
Current portion of long-term debt 1,231 1,214
--------- ---------
Total Current Liabilities 45,495 31,470
Deferred income taxes 4,804 5,008
Long-term debt, less current portion 1,852 2,228
--------- ---------
Total Liabilities 52,151 38,706
Stockholders' Equity:
Common stock, $0.001 par value; 80,000,000
shares authorized; 23,172,890 and 22,953,985 shares
issued and outstanding for 2000 and 1999, respectively 23 23
Additional paid-in capital 81,835 81,249
Retained earnings 127,770 103,160
Accumulated other comprehensive income (1,726) (823)
--------- ---------
Total Stockholders' Equity 207,902 183,609
--------- ---------
Total Liabilities and Stockholders' Equity $ 260,053 $ 222,315
========= =========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
3
<PAGE> 4
OCULAR SCIENCES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME - (UNAUDITED)
(In thousands, except share and per share data)
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
----------------------------- -----------------------------
2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net sales $ 42,953 $ 43,919 $ 86,396 $ 80,928
Cost of sales 18,322 15,995 35,290 28,327
------------ ------------ ------------ ------------
Gross profit 24,631 27,924 51,106 52,601
Selling and marketing expenses 11,094 10,608 22,517 20,619
General and administrative expenses 5,789 4,803 10,830 10,120
Research and development expenses 1,015 854 1,991 1,418
------------ ------------ ------------ ------------
Income from operations 6,733 11,659 15,768 20,444
Interest expense (97) (64) (374) (139)
Interest income 764 550 1,265 1,106
Other income (expense) 20,817 (49) 20,822 (206)
------------ ------------ ------------ ------------
Income before taxes 28,217 12,096 37,481 21,205
Income taxes (10,740) (2,782) (12,871) (5,236)
------------ ------------ ------------ ------------
Net income $ 17,477 $ 9,314 $ 24,610 $ 15,969
============ ============ ============ ============
Net income per share data:
Net income per share (basic) $ 0.76 $ 0.41 $ 1.07 $ 0.70
============ ============ ============ ============
Net income per share (diluted) $ 0.75 $ 0.40 $ 1.06 $ 0.68
============ ============ ============ ============
Weighted average common
shares outstanding 23,112,094 22,809,644 23,058,837 22,718,704
Weighted average shares of stock
options under the treasury
stock method 213,537 680,141 265,851 684,333
------------ ------------ ------------ ------------
Total weighted average common
and dilutive potential common
shares outstanding 23,325,631 23,489,785 23,324,688 23,403,037
============ ============ ============ ============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
4
<PAGE> 5
OCULAR SCIENCES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - (UNAUDITED)
(In thousands)
<TABLE>
<CAPTION>
Six months ended
June 30,
-----------------------
2000 1999
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 24,610 $ 15,969
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization 5,652 3,716
Income tax benefits from stock options exercised -- 1,839
Provision for sales returns and doubtful accounts 704 46
Provision for excess and obsolete inventory 503 640
Provision for damaged and scrap products 130 533
Exchange (gain) loss (70) 185
Changes in operating assets and liabilities:
Accounts receivable 2,592 (2,138)
Inventories (5,169) (2,804)
Prepaid expenses, other current and non-current assets (2,296) (5,128)
Accounts payable 525 (54)
Accrued liabilities 3,583 1,825
Income taxes payable 10,274 2,762
-------- --------
Net cash provided by operating activities 41,038 17,391
-------- --------
Cash flows from investing activities:
Purchase of property and equipment (15,270) (24,136)
Purchase of short and long-term investments (6,607) (15,033)
Sales and maturities of short and long-term investments 17,004 11,625
(Deposits to) payments from restricted cash (6) 50
-------- --------
Net cash used in investing activities (4,879) (27,494)
-------- --------
Cash flows from financing activities:
Repayment of long-term debt (342) (192)
Proceeds from issuance of common stock 585 2,165
-------- --------
Net cash provided by financing activities 243 1,973
-------- --------
Effect of exchange rate changes on cash and cash equivalents (558) (22)
-------- --------
Net increase (decrease) in cash and cash 35,844 (8,152)
equivalents
Cash and cash equivalents at beginning of period 10,053 26,520
-------- --------
Cash and cash equivalents at end of period $ 45,897 $ 18,368
======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
5
<PAGE> 6
OCULAR SCIENCES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PREPARATION
The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to Form
10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not contain all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management, the
accompanying unaudited condensed consolidated financial statements have been
prepared on the same basis as the audited consolidated financial statements and
include all adjustments, consisting only of normal recurring adjustments,
necessary for the fair presentation of the Company's financial condition as of
June 30, 2000 and the results of its operations and comprehensive income for the
three and six month periods ended June 30, 2000 and 1999, and its cash flows for
the six month periods ended June 30, 2000 and 1999. These unaudited condensed
consolidated financial statements should be read in conjunction with the
Company's audited consolidated financial statements as of December 31, 1999 and
1998 and for each of the years in the three-year period ended December 31, 1999,
including notes thereto, included in the Company's Annual Report on Form 10-K.
Operating results for the three and six month periods ended June 30, 2000 are
not necessarily indicative of the results that may be expected for the year
ending December 31, 2000.
NOTE 2 - INVENTORIES
Inventories consisted of the following (in thousands):
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
------- ------------
<S> <C> <C>
Raw materials $ 5,248 $ 3,906
Work in process 2,738 1,344
Finished goods 11,858 10,478
------- -------
$19,844 $15,728
======= =======
</TABLE>
NOTE 3 - PREPAID EXPENSES AND OTHER CURRENT ASSETS AND ACCRUED LIABILITIES
Prepaid expenses and other current assets consisted of the following
(in thousands):
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
------- ------------
<S> <C> <C>
Refundable taxes $ 675 $ 6,530
Deferred income taxes 4,063 4,115
Prepaid expenses 2,351 1,918
Other current assets 10,106 2,480
------- -------
$17,195 $15,043
======= =======
</TABLE>
6
<PAGE> 7
Accrued liabilities consisted of the following (in thousands):
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
------- ------------
<S> <C> <C>
Accrued expenses $15,865 $11,050
Accrued cooperative merchandising allowances 5,993 8,510
Accrued value added taxes 3,453 2,371
Deferred income taxes 474 512
Income taxes payable 10,889 622
------- -------
$36,674 $23,065
======= =======
</TABLE>
NOTE 4 - COMPREHENSIVE INCOME
Comprehensive income for the three months ended June 30, 2000 is
$715,000, compared with $69,000 for the same period a year ago. For the six
months ended June 30, 2000, Comprehensive income was $903,000 compared with
$55,000 for the same period a year ago. Comprehensive income includes foreign
currency translation adjustments and net unrealized gains and losses on
investments.
NOTE 5 - TERMINATION OF PROPOSED MERGER AGREEMENT
On May 30, 2000, Wesley Jessen VisionCare, Inc. ("Wesley Jessen")
terminated its definitive agreement and plan of merger (the "Proposed Merger")
with the Company as a result of the announced acquisition of Wesley Jessen by
CIBA Vision Corporation ("CIBA"), the eye care unit of Novartis AG. The Company
received a $25 million "break-up fee" as a result of the Wesley Jessen
termination of the Proposed Merger with the Company.
In connection with the termination of the Proposed Merger, as
discussed in Part II, Item 1 (Legal Proceedings), the Company dismissed without
prejudice its lawsuit against Bausch & Lomb, Inc. ("Bausch & Lomb") in
California Superior Court for intentional and negligent interference with
contractual relations, and unfair competition which resulted from Bausch &
Lomb's unsolicited offer to acquire Wesley Jessen after the Proposed Merger was
announced. Bausch & Lomb dismissed without prejudice its lawsuit against the
Company, Wesley Jessen and certain of Wesley Jessen's officers and directors in
conjunction with the Company's Proposed Merger with Wesley Jessen.
In addition, the suit filed in California Superior Court by a
shareholder seeking class action status for breach of fiduciary duties related
to the Proposed Merger has been dismissed.
NOTE 6 - RELATED PARTY AGREEMENTS
The Company has entered into an agreement with Edgar Cummins, a
member of its Board of Directors, pursuant to which Mr. Cummins will be paid a
fee if the Company enters into certain strategic business transactions. The
amount of the fee is 3/8% of the aggregate value of the transaction. The
agreement also provides for Mr. Cummins to be paid up to $45,000 plus expenses
for his services.
The Company has also entered into a separate consulting agreement
with Mr. Cummins to act as the Company's interim Chief Financial Officer,
pursuant to which he is to be paid $4,500 per week.
7
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the
unaudited condensed consolidated financial statements and notes thereto included
in Part I - Item 1 of this Quarterly Report and the audited consolidated
financial statements and notes thereto and Management's Discussion and Analysis
of Financial Condition and Results of Operations contained in the Company's
Annual Report on Form 10-K for the year ended December 31, 1999.
Except for the historical information contained herein, the matters
discussed in this Form 10-Q are forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A
of the Securities Act of 1933, as amended. These forward-looking statements
involve risks and uncertainties. Among the important additional factors that
could cause actual results to differ materially from those forward-looking
statements are the impact of competitive products and pricing, product demand,
higher than expected sales force turnover, slower than expected training periods
for new sales force hires, the Company's inability to attract new senior
management talent, extended manufacturing difficulties, supply interruptions,
currency fluctuations and other factors detailed below, including in the section
labeled "Factors That May Affect Future Results," and from time to time in the
Company's other reports filed with the Securities and Exchange Commission. The
actual results that the Company achieves may differ materially from any
forward-looking statements due to such risks and uncertainties. Various
sentences within this Form 10-Q contain such forward-looking statements, and
words such as "believes", "anticipates", "expects", "future", "intends",
"would", "may" and similar expressions are intended to identify forward-looking
statements, although they are not the exclusive means of identifying such
statements. The Company undertakes no obligation to revise any of these
forward-looking statements to reflect events or circumstances after the date
hereof.
RESULTS OF OPERATIONS
Net Sales
<TABLE>
<CAPTION>
Three Months Ended June 30,
-----------------------------
2000 1999 % Change
----------- ----------- --------
<S> <C> <C> <C>
U.S $29,574,000 $31,948,000 -7.4%
As a percentage of net sales 68.9% 72.7%
International $13,379,000 $11,971,000 11.8%
As a percentage of net sales 31.1% 27.3%
----------- -----------
Net sales $42,953,000 $43,919,000 -2.2%
=========== ===========
</TABLE>
<TABLE>
<CAPTION>
Six Months Ended June 30,
-----------------------------
2000 1999 % Change
----------- ----------- --------
<S> <C> <C> <C>
U.S $60,792,000 $59,993,000 1.3%
As a percentage of net sales 70.4% 74.1%
International $25,604,000 $20,935,000 22.3%
As a percentage of net sales 29.6% 25.9%
----------- -----------
Net sales $86,396,000 $80,928,000 6.8%
=========== ===========
</TABLE>
8
<PAGE> 9
Net sales represent gross sales less allowances for returns, trial
set and prompt payment discounts. The Company recognizes sales upon shipment of
products to its customers. Discounts and allowances for sales returns are
accrued at the time sales are recognized. The decline in net sales for the
quarter ended June 30, 1999 to the quarter ended June 30, 2000 was significantly
impacted by an eight-week period of operational turmoil and prolonged
uncertainty that resulted when Bausch & Lomb interrupted the proposed friendly
merger with Wesley Jessen and CIBA's subsequent proposed business combination
with Wesley Jessen. However, net sales increased by 6.8% for the six months
ended June 30, 2000 as compared to the six months ended June 30, 1999 and was
primarily attributable to an increase in international sales of 22.3%. Overall,
U.S. sales declined 7.4% from the second quarter of 1999 to the second quarter
of 2000 as the private practitioner side of the U.S. business suffered from the
effects of the Proposed Merger announcement. For the six months ending June 30,
1999 and June 30, 2000, these same factors resulted in relatively modest growth
in total U.S. sales. The Company's South San Francisco sales force experienced
higher than anticipated attrition and the Company was unable to effectively
recruit replacements due to the prolonged uncertainty of the Proposed Merger. As
a result, the Company's sales organization was significantly understaffed. Since
the termination of the Proposed Merger, the Company has augmented its South San
Francisco-based telemarketing sales force with a new telemarketing sales group
in Phoenix, Arizona.
Unit sales growth of the Company's lenses marketed for disposable
replacement regimens increased 5.4% and 16.9% for the three and six months
ending June 30, 1999 and June 30, 2000. A significant portion of unit growth
came from international sales, which grew faster than domestic sales due
primarily to the impact of the Proposed Merger and increased sales of lenses
marketed for daily and weekly disposable regimens in Europe and Asia. Unit
growth of the Company's international sales increased 15.4% and 32.8% from the
quarter and six months ending June 30, 1999 and June 30, 2000.
The Company continues to have a backlog of sales orders. This order
backlog is a result of manufacturing capacity constraints related primarily to
the new automated production equipment in the Company's U.K. and Puerto Rico
facilities. See "Factors That May Affect Future Results--- Manufacturing
Capacity Constraints; Risks Associated with Expansion and Automation of
Manufacturing Operations."
The Company's overall average selling price declined 5.9% from the
quarter ended June 30, 1999 to the quarter ended June 30, 2000, primarily as a
result of the greater proportion of sales to international distributors at lower
prices than domestic sales and sales of lower priced daily disposable lenses.
For the six months ending June 30, 1999 and June 30, 2000, these same factors
resulted in a 6.9% decline in the overall average selling prices of the
Company's lenses. The Company expects that the overall average selling price
that it realizes across its products will continue to decline over time because
of (i) shifts in the Company's product mix from lenses marketed for annual
replacement regimens to lenses marketed for disposable replacement regimens,
particularly lenses marketed for daily disposal, and (ii) increases in products
sold internationally to distributors at prices lower than direct sales prices in
the U.S.
Gross Profit
<TABLE>
<CAPTION>
Three Months Ended June 30,
-----------------------------
2000 1999 % Change
----------- ----------- --------
<S> <C> <C> <C>
Gross profit $24,631,000 $27,924,000 -11.8%
As a percentage of net sales 57.3% 63.6%
</TABLE>
<TABLE>
<CAPTION>
Six Months Ended June 30,
-----------------------------
2000 1999 % Change
----------- ----------- --------
<S> <C> <C> <C>
Gross profit $51,106,000 $52,601,000 -2.8%
As a percentage of net sales 59.2% 65.0%
</TABLE>
9
<PAGE> 10
Cost of sales is comprised primarily of the labor, overhead and
material costs of production and packaging, freight and duty, inventory
reserves, and amortization of certain intangible assets. The dollar and
percentage decrease in gross profit from the quarter and six months ended June
30, 1999 compared to the quarter and six months ended June 30, 2000 was due to
reductions in the Company's average selling prices, as discussed in "Net Sales",
and higher production costs. The decrease for the quarter ended June 30, 2000
was also due to the decrease in net sales in that quarter compared to the
quarter ended June 30, 1999.
The higher production cost in the quarter was due to increased
overhead costs and limited production volume from the Company's new
manufacturing facility in Juana Diaz, Puerto Rico, which commenced commercial
production for the U.S. when it received FDA approval in December 1999. The
Company expects per unit cost reductions as production volume increases as more
production lines are implemented in this new P.R. facility. Additionally, the
Company is in the process of adding new, automated production equipment at both
its U.K. and P.R. facilities, which are designed to further reduce its per unit
cost of production over time, although such cost reductions may not be seen
until future periods. The first automated line was FDA validated in the U.K. in
mid-January 2000. The Company expects that the initial production volume from
this first automated line and subsequent lines will be somewhat limited, and
that the full reduction in production cost per unit will not be achieved until
these automated lines have been operating 12 to 15 months. See "Factors That May
Affect Future Results--- Manufacturing Capacity Constraints; Risks Associated
with Expansion and Automation of Manufacturing Operations."
As the Company expects that its overall average selling price will
continue to decline over time due to product and geographic mix shift, as
discussed above in "Net Sales", the Company will need to continue to reduce its
per unit production costs through increased automation, increased volume and
reduced packaging costs in order to improve, or even to maintain, its gross
margin percentage. The Company believes that the decline in average selling
price, as sales of lower average selling price lenses marketed for daily
replacement regimens increase, will exceed the rate of decline in production
cost in the near term and accordingly, the Company would expect its gross profit
margin percentage to be lower for the remainder of the year. See "Factors That
May Affect Future Results --- Fluctuations in Operating Results; Decreasing
Average Sales Prices."
Selling and Marketing Expenses
<TABLE>
<CAPTION>
Three Months Ended June 30,
-----------------------------
2000 1999 % Change
----------- ----------- --------
<S> <C> <C> <C>
Selling and marketing expenses $11,094,000 $10,608,000 4.6%
As a percentage of net sales 25.8% 24.2%
</TABLE>
<TABLE>
<CAPTION>
Six Months Ended June 30,
-----------------------------
2000 1999 % Change
----------- ----------- --------
<S> <C> <C> <C>
Selling and marketing expenses $22,517,000 $20,619,000 9.2%
As a percentage of net sales 26.1% 25.5%
</TABLE>
Selling and marketing expenses are comprised primarily of
cooperative merchandising allowances, sample diagnostic products provided to
eyecare practitioners without charge, salaries, commissions and benefits for
selling and marketing personnel and postage and freight charges not billed to
customers. Cooperative merchandising allowances are reimbursements to encourage
the fitting and wearing of the Company's lenses marketed for disposable
replacement regimens. Such activities may include, but are not limited to
advertising, in-office promotion, displays and mailings. These allowances are
limited to a percentage of purchases of lenses marketed for disposable
replacement regimens from the Company. The increase in sales and marketing
expenses in dollar and as a percentage of net sales from the quarter and six
months ended June 30, 1999 to the quarter and six
10
<PAGE> 11
months ended June 30, 2000 resulted primarily from cooperative merchandising
allowances, additional sales and marketing expenses related to the Company's
newly acquired Australian distributor and one-time sales force retention costs
and other costs incurred as a result of the Proposed Merger. With the
anticipated addition of approximately 20 field sales representatives in
preparation for the launch of our new disposable toric lens for astigmatism at
the end of the fourth quarter, the Company expects selling and marketing
expenses will grow in absolute dollars and as a percentage of sales with the
introduction of the new product line.
General and Administrative Expenses
<TABLE>
<CAPTION>
Three Months Ended June 30,
---------------------------
2000 1999 % Change
---------- ---------- -------
<S> <C> <C> <C>
General and administrative expenses $5,789,000 $4,803,000 20.5%
As a percentage of net sales 13.5% 10.9%
</TABLE>
<TABLE>
<CAPTION>
Six Months Ended June 30,
---------------------------
2000 1999 % Change
---------- ---------- -------
<S> <C> <C> <C>
General and administrative expenses $10,830,000 $10,120,000 7.0%
As a percentage of net sales 12.5% 12.5%
</TABLE>
General and administrative expenses are comprised primarily of
salaries and benefits for distribution, general and administrative personnel,
professional services, consultants' fees and non-manufacturing depreciation and
facilities costs. For the quarter ending June 30, 1999 and June 30, 2000,
general and administrative expenses increased in dollars terms and as a
percentage of sales due to several one-time charges taken during the quarter as
well as other Proposed Merger-related expenses. For the six months ending June
30, 1999 and June 30, 2000, general and administrative expenses increased in
dollar terms primarily for the same reasons. For the six months ending June 30,
2000, the Company's general and administrative expenses as a percentage of sales
were consistent with the comparable six-month period in 1999. The Company
believes that if net sales grow, its general and administrative expenses will
increase in absolute dollars, but will decrease as a percentage of net sales on
an annualized basis.
Research and Development Expenses
<TABLE>
<CAPTION>
Three Months Ended June 30,
---------------------------
2000 1999 % Change
---------- ---------- -------
<S> <C> <C> <C>
Research and development expenses $1,015,000 $854,000 18.9%
As a percentage of net sales 2.3% 1.9%
</TABLE>
<TABLE>
<CAPTION>
Six Months Ended June 30,
---------------------------
2000 1999 % Change
---------- ---------- -------
<S> <C> <C> <C>
Research and development expenses $1,991,000 $1,418,000 40.4%
As a percentage of net sales 2.3% 1.8%
</TABLE>
Research and development expenses are comprised primarily of
consulting costs for research
11
<PAGE> 12
and development personnel, in-house labor related to manufacturing process
and new product development. For the quarter and six months ended June 30, 2000,
research and development expenses increased in dollars and as a percentage of
revenue, due to expenditures related to activities in connection with new
product development and the hiring of the new Vice President of Research and
Development in accordance with the Company's initiative to invest in new product
development in comparison to the same periods ending June 30, 1999. Research and
development expenses may fluctuate based on the timing of new product
development projects.
Interest and Other Income, Net
<TABLE>
<CAPTION>
Three Months Ended June 30,
-----------------------------
2000 1999 % Change
----------- ----------- --------
<S> <C> <C> <C>
Interest and other income, net $21,484,000 $437,000 4816.2%
As a percentage of net sales 50.0% 1.0%
</TABLE>
<TABLE>
<CAPTION>
Six Months Ended June 30,
-----------------------------
2000 1999 % Change
----------- ----------- --------
<S> <C> <C> <C>
Interest and other income, net $21,713,000 $761,000 2753.2%
As a percentage of net sales 25.1% 0.9%
</TABLE>
The increase in interest and other income, net from the quarter and six months
ended June 30, 2000 to the quarter and six months ended June 30, 2000 resulted
primarily from the Proposed Merger termination fee from Wesley Jessen of $25
million, less Proposed Merger-related expenses of $4.2 million, received in the
second quarter of 2000.
Income Taxes
<TABLE>
<CAPTION>
Three Months Ended June 30,
-----------------------------
2000 1999 % Change
----------- ----------- --------
<S> <C> <C> <C>
Income taxes $10,740,000 $2,782,000 286.1%
Effective tax rate 38.1% 23.0%
</TABLE>
<TABLE>
<CAPTION>
Six Months Ended June 30,
-----------------------------
2000 1999 % Change
----------- ----------- --------
<S> <C> <C> <C>
Income taxes $12,871,000 $5,236,000 145.8%
Effective tax rate 34.3% 24.7%
</TABLE>
The increase in the Company's effective tax rate for the quarter and
six months ending June 30, 1999 to the quarter and six months ending June 30,
2000 is attributable to the U.S. taxation of the $25 million Proposed Merger
termination fee. The Company continues to receive a partial exemption from U.S.
taxation with respect to earnings of the Company's Puerto Rican operations. As
the Company's foreign earnings increase, that portion will continue to be taxed
at the lower tax rates. The Company anticipates that it will continue to benefit
from the favorable effect of the Puerto Rican partial exemption through 2001,
with limited exemption during the transition period from 2002 through 2006, when
the benefit will expire under the current provisions of the Internal Revenue
Code.
12
<PAGE> 13
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 2000, the Company had cash and cash equivalents of $45.9
million compared to cash and cash equivalents of $10.0 million at December 31,
1999. The increase in cash and cash equivalents was primarily attributable to
cash provided by operating activities and maturities of short and long-term
investments, and partially offset by purchases of property and equipment.
Working capital increased from $72.8 million at December 31, 1999 to $90.5
million at June 30, 2000. The increase in working capital was due to cash
received from the termination of the Proposed Merger less associated Proposed
Merger-related expenses. In the first six months of 2000, net cash provided by
operating activities of $41.0 million was derived principally from net income of
$24.6 million, adjusted for depreciation and amortization of $5.7 million,
provisions for product returns, doubtful accounts, excess and obsolete
inventory, damaged and scrap products, and exchange gain of $1.2 million in the
aggregate, and a net increase from operating assets and liabilities of $9.5
million.
Net cash used in investing activities in the first six months of
2000 was $4.9 million, related to $15.3 million of purchases of property and
equipment offset with $10.4 million net sales and maturities of short and
long-term investments. The Company anticipates that capital expenditures will be
approximately $40.0 million in 2000 (including $15.3 million in the first six
months) as the Company continues to invest in the implementation and development
of automated production equipment at its manufacturing facilities. However, the
amount of capital expenditures may increase or decrease, as the Company may
accelerate or delay the implementation of the automated production equipment
based on market conditions and demand for its products. See "Factors That May
Affect Future Results--- Manufacturing Capacity Constraints; Risks Associated
With Expansion and Automation of Manufacturing Operations."
Net cash provided by financing activities in the first six months of
2000 was $243,000. In comparison to the first six months of 1999 of $1,973,000,
the significant decrease was due to the reduction in proceeds from the issuances
of common stock and an increase in repayments of long-term debt.
On July 27, 2000, the Company announced the approval by the Board of
Directors of a two million share repurchase program. Under the repurchase plan,
shares may be repurchased, subject to market and business conditions, at
management's discretion on the open market. To the extent that management elects
to repurchase shares, a significant use of cash resources could be effected.
In addition to cash, cash equivalents and short and long-term
investments, the Company has a credit facility with Comerica Bank - California.
Under the Comerica Credit Agreement, the Company and its subsidiary Ocular
Sciences Puerto Rico, Inc. ("Ocular Sciences Puerto Rico") can borrow up to an
aggregate of $25.9 million. The Comerica Credit Agreement provides for up to
$20.0 million of revolving credit loans to the Company and up to $10.0 million
of term loans to Ocular Sciences Puerto Rico. Revolving credit borrowings under
the Comerica Credit Agreement bear interest at the bank's base rate or at 1.00%
to 1.25% above the eurodollar rate, and term loans bear interest at the bank's
base rate or at 1.25% to 1.50% above the eurodollar rate, in each case with the
applicable margin over the eurodollar rate depending on the Company's ratio of
debt to tangible net worth. As of June 30, 2000, there were no revolving credit
loans outstanding under the Comerica Credit Agreement and $2.3 million of term
loans outstanding with the remaining $7.7 million of term loans available to
finance the construction and development of the Company's planned new Puerto
Rican manufacturing facility. On October 14, 1999, the Company amended this
credit agreement whereby the conversion date of the Ocular Sciences Puerto Rico
term loan was extended to April 30, 2000. The term loan facility's negotiated
rate option is available only after May 1, 2000. The Company has decided not to
utilize the negotiated rate option. On May 1, 2000, the then outstanding term
loan became payable in eighteen quarterly installments of $300,000, beginning
July 31, 2000, with any balance to be paid on October 31, 2004. The Company is
required to maintain minimum ratios of debt to tangible net worth and of current
assets to current liabilities, and a minimum tangible net worth. Borrowings
under the Comerica Credit Agreement are secured by a pledge of 100% of the
outstanding common stock of Ocular Sciences Puerto Rico and 65% of the
outstanding capital stock of the Company's Barbados and Canadian subsidiaries.
In addition, the Company and Ocular Sciences Puerto Rico have each guaranteed
the other's borrowings under the Comerica Credit Agreement.
13
<PAGE> 14
The Company believes that its current cash and cash equivalents and
short and long-term investments, further borrowings available under its credit
facilities and its anticipated net cash flow from operations, will be sufficient
to meet its anticipated cash needs for working capital, contractual commitments
and capital expenditures for the foreseeable future.
NEW ACCOUNTING PRONOUNCEMENTS
In June 1998, the FASB issued SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities" ("SFAS No. 133"). SFAS No. 133
establishes accounting and reporting standards for derivative instruments and
for hedging activities. The statement requires that an entity recognize all
derivatives as either assets or liabilities in the statement of financial
position and measure those instruments at fair value. The statement generally
provides for matching the timing of gain or loss recognition on the hedging
instrument with the recognition of (a) the changes in the fair value of the
hedged asset or liability that are attributable to the hedged risk or (b) the
earnings effect of the hedged forecasted transaction. SFAS No. 133 was to be
effective for all fiscal quarters of fiscal years beginning after June 15, 1999.
In June 1999, the FASB issued SFAS No. 137, which defers the implementation of
SFAS No. 133. SFAS No. 133, as amended by SFAS No. 137 and SFAS No. 138, will be
effective for all fiscal quarters of fiscal years beginning after June 15, 2000.
In December 1999, the Securities and Exchange Commission ("SEC")
issued Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial
Statements". SAB No. 101 expresses the views of the SEC staff in applying
accounting principles generally accepted in the United States to certain revenue
recognition issues. In March 2000, the SEC issued SAB 101A to defer the
effective date of implementation of SAB No. 101. In June 2000, the SEC issued
SAB 101B to defer further the effective date of implementation of SAB 101 with
earlier application encouraged. As a result of the last amendment, SAB 101 shall
be effective for the Company in its fourth fiscal quarter of 2000.
In March 2000, the Financial Accounting Standards Board issued FASB
Interpretation No. 44 ("FIN No. 44"), "Accounting for Certain Transactions
involving Stock Compensation". This Interpretation clarifies the application of
APB Opinion No. 25, "Accounting for Stock Issued to Employees". This
Interpretation is effective for July 1, 2000, but certain conclusions in this
Interpretation cover specific events that occur after either December 15, 1998,
or January 12, 2000. To the extent that this Interpretation covers events
occurring during the period after December 15, 1998, or January 12, 2000, but
before the effective date of July 1, 2000, the effects of applying this
Interpretation are recognized on a prospective basis from July 1, 2000.
The Company does not expect a material impact from implementation of
SFAS No. 133, SAB No. 101 and FIN No. 44 on its financial position, results of
operations and cash flows.
FACTORS THAT MAY AFFECT FUTURE RESULTS
The Company's future operating results may differ materially from
the results discussed in, or implied by, forward-looking statements made by the
Company. Factors that may cause such differences include, but are not limited
to, those discussed below and elsewhere in this Report.
Proposed Merger with Wesley Jessen. On March 20, 2000, the Company
and Wesley Jessen VisionCare, Inc. entered into an Agreement and Plan of merger
pursuant to which the Company and Wesley Jessen agreed to merge. On March 23,
2000, Bausch & Lomb, Inc. made an unsolicited offer to acquire Wesley Jessen in
a transaction that would not include the Company. Wesley Jessen rejected the
Bausch & Lomb offer, and Bausch & Lomb initiated a tender offer for Wesley
Jessen shares. On May 30, 2000, CIBA Vision Corporation, the eye care unit of
Novartis AG, and Wesley Jessen VisionCare, Inc. jointly announced a definitive
agreement whereby CIBA Vision will acquire Wesley Jessen. The agreement was
unanimously approved by Wesley Jessen's Board of Directors.
On June 2, 2000, the Company announced that it received a $25
million cash "break-up fee" from Wesley Jessen VisionCare, Inc. as a result of
the termination of the previously announced Proposed Merger between the two
companies.
14
<PAGE> 15
Results for the second quarter were impacted by an eight-week period
of operational turmoil and prolonged uncertainty that resulted when Bausch &
Lomb interrupted the proposed friendly merger with Wesley Jessen. Among the
negative impacts has been the loss of certain key management personnel, the loss
of key sales personnel, a loss of momentum in the market and the specter of
increased competition from the newly combined entity, all of which may have a
negative impact on the operations of the Company in future periods.
Intense Competition. The market for soft contact lenses is intensely
competitive and is characterized by decreasing prices for many products. The
Company's products compete with products offered by a number of larger companies
including Johnson & Johnson, Ciba ("Ciba"), Bausch & Lomb, Inc., Wesley Jessen
and The Cooper Companies, Inc. Many of the Company's competitors have
substantially greater financial, manufacturing, marketing and technical
resources, greater market penetration and larger manufacturing volumes than the
Company. Among other things, these advantages may afford the Company's
competitors greater ability to manufacture large volumes of lenses, reduce
product prices and influence customer buying decisions. For example, Bausch &
Lomb has announced the introduction of a new weekly disposable lens, which they
claim is produced from a low-cost manufacturing platform. As many of the costs
involved in producing contact lenses are relatively fixed, if a manufacturer can
increase its volume, it can generally reduce its per unit costs and thereby
increase its flexibility to reduce prices. The Company's competitors could also
reduce prices to increase sales volumes necessary so as to utilize their
capacity, or for other reasons. Price reductions by competitors could make the
Company's products less competitive, and there can be no assurance that the
Company would be able to either match the competitor's pricing plan or reduce
its prices in response. The Company's ability to respond to competitive
pressures by decreasing its prices without adversely affecting its gross margins
and operating results will depend on its ability to decrease its costs per lens.
Any significant decrease in the Company's costs per lens will depend, in part,
on the Company's ability to increase its sales volume and production capacity.
There can be no assurance that the Company will be able to continue to increase
its sales volume or reduce its per unit production costs. In response to
competition, the Company may also increase cooperative merchandising allowances
or otherwise increase spending, which may adversely affect its business,
financial condition and results of operations. The failure of the Company to
respond to competitive pressures, and particularly price competition, in a
timely manner could have a material adverse effect on the Company's business,
financial condition and results of operations. See "-- Manufacturing Capacity
Constraints; Risks Associated with Expansion and Automation of Manufacturing
Operations."
The market for contact lenses is shifting from lenses marketed for
annual replacement regimens to lenses marketed for disposable replacement
regimens. The weekly disposable replacement market is particularly competitive
and price-sensitive and is currently dominated by the Acuvue product produced by
Johnson & Johnson. The Company believes that the per unit production costs of
Johnson & Johnson and certain of the Company's other competitors are currently
lower than those of the Company. The Company introduced a lens marketed for
daily disposal in Japan and Europe in early 1999. The Company's ability to enter
and to compete effectively in the daily market will depend in large part upon
the Company's ability to expand its production capacity and reduce its per unit
production costs. Additionally, over the past 18 months, the growth rate of U.S.
market demand has slowed. Should such trend worsen, it could have a material
adverse effect on the Company's business, financial condition and results of
operations.
The Company believes that its manufacturing process technology, lens
designs and marketing strategies differentiate it from its leading competitors.
However, there can be no assurance that competitors will not adopt technologies,
lens designs or marketing strategies that are similar or superior to those used
by the Company. Any such action by competitors could have a material adverse
effect on the Company's business, results of operations and financial condition.
In this regard, Cooper's acquisition of Aspect Vision Care Ltd. in December 1997
has given them the ability to market in the U.S. a new line of contact lenses
for weekly and monthly replacement regimens that utilize a manufacturing molding
process technology that is based in part on technology also licensed to and used
by the Company. Additionally, Johnson & Johnson has recently introduced a new
lens marketed for weekly replacement, referred to as Acuvue 2, which Johnson &
Johnson claims has superior comfort and handling than their original Acuvue
lens, and Bausch & Lomb has introduced a weekly disposable lens.
15
<PAGE> 16
The Company also encounters competition from manufacturers of
eyeglasses and from alternative technologies, such as surgical refractive
procedures (including new refractive laser procedures such as PRK, or photo
refractive keratectomy, and LASIK, or laser in situ keratomileusis). If surgical
refractive procedures become increasingly accepted as an effective and safe
technique for permanent vision correction, they could reduce the demand for
contact lenses. Accordingly, there can be no assurance that these procedures, or
other alternative technologies that may be developed in the future, will not
cause a substantial decline in the number of contact lens wearers and thus have
a material adverse effect on the Company's business, financial condition and
results of operations.
Manufacturing Capacity Constraints; Risks Associated with Expansion
and Automation of Manufacturing Operations. The Company's success will depend
upon its ability to increase its production volume on a timely basis while
maintaining product quality and lowering per unit production costs.
Manufacturers often encounter difficulties in increasing production volumes,
including problems involving delays, quality control and shortages of qualified
personnel. The Company is currently operating close to, or in certain cases at,
capacity, and while incremental increases in capacity are implemented by the
Company in the ordinary course, the Company expects to need more significant
increases in capacity in the foreseeable future.
To this end, the Company is currently adding new, highly automated
production technology at its facilities in the United Kingdom and Puerto Rico to
increase its manufacturing capacity and reduce its per unit manufacturing costs.
However, there can be no assurance that the Company will be able to implement
this automated technology on a timely basis or that the automated technology
will operate as efficiently as expected. The Company has encountered delays in
implementing the first line of this automated technology and there can be no
assurance that it will not encounter significant delays and difficulties in the
future as the Company intends to add additional lines. For example, suppliers
could miss their equipment delivery schedules, new automated equipment could
improve less rapidly than expected, if at all, or the equipment or processes
could require longer design time than anticipated, or redesigning after
installation. The delays in implementing the first automated line, have caused
the Company difficulties in meeting customer demand in certain of its products,
which resulted in a large backlog at the end of the second quarter of 2000, and
the delay of the introduction of new products. Further delays may increase the
Company's level of backorders and impact the Company's ability to meet revenue
projections. The new production technology will involve processes and equipment
with which the Company and its personnel are not experienced. Difficulties
experienced by the Company in automating its manufacturing process could impair
the Company's ability to reduce its per unit production costs and to compete in
the weekly and daily disposable replacement market and, accordingly, could have
a material adverse effect on the Company's business, financial condition and
results of operations.
The Company currently expects that through the end of 2001, it will
invest approximately $30.7 million in capital expenditures on automated
production equipment in the United Kingdom and Puerto Rico facilities and
expects to continue to invest in additional automated production lines after
this period. The Company intends to finance these capital expenditures with net
cash provided by operating activities, existing cash balances and borrowings
under its credit facilities.
The Company is currently experiencing space constraints at its
Puerto Rican facility. The Company is in the process of relocating its Puerto
Rican manufacturing operations to a substantially larger new facility that has
been constructed to the Company's specifications and leased to the Company by
the Puerto Rico Industrial Development Company. Relocation costs will be
expensed as incurred. The facility has been inspected by the U.S. Food and Drug
Administration and approval has been obtained to manufacture extended wear
lenses. The Company currently expects that the Company's occupancy will be
phased in and completed over the next ten months. The Company's occupancy of a
new facility and implementation of the new automated production technology will
result in new fixed and operating expenses, including substantial increases in
depreciation expense that will increase the Company's cost of sales. If revenue
levels do not increase sufficiently to offset these new expenses, the Company's
operating results could be materially adversely affected. There can be no
assurance that the Company will not encounter unforeseen difficulties, costs or
delays in automating its production process, or in equipping the new
manufacturing facility in Puerto Rico. Any such
16
<PAGE> 17
difficulties or delays would limit the Company's ability to compete in the
weekly and daily disposable replacement regimen markets and, accordingly, could
have a material adverse effect on the Company's business, financial condition
and results of operations.
Dependence on Key Personnel; Recent Resignations. The Company is
dependent upon a limited number of key management and technical personnel. The
Company's future success will depend in part upon its ability to attract and
retain highly qualified personnel. The Company competes for such personnel with
other companies, academic institutions, government entities and other
organizations. There can be no assurance that the Company will be successful in
retaining or hiring qualified personnel.
The uncertainty related to the Company's Proposed Merger with Wesley
Jessen has made it more difficult for the Company to hire employees during this
time period, and has resulted in the loss of some employees. Additionally,
Norwick Goodspeed, the Company's President and Chief Executive Officer, and Greg
Lichtwardt, the Company's Chief Financial Officer, have left the Company. John
Fruth, the Company's founder, Chairman of the Board and ex-Chief Executive
Officer, has replaced Mr. Goodspeed, and Ed Cummins, a member of the Company's
Board of Directors and ex-Chief Financial Officer of Allergan, Inc., has
replaced Mr. Lichtwardt for a limited period. Additional key personnel, who have
left or will leave shortly, include John Lilly, Vice President of Manufacturing,
and Daniel Kunst, Vice President of Sales and Marketing. The loss of any members
of the Company's current management team, especially John Fruth, or other key
employees, could have a material adverse affect on the Company's business,
financial condition and results of operations.
Risk of Trade Practice Litigation; Changes in Trade Practices. The
contact lens industry has been the subject of a number of class action and
government lawsuits and government investigations in recent years. In December
1996, over twenty states sued three of the Company's largest competitors, as
well as certain eyecare practitioners and trade organizations. The lawsuit
alleges among other things, a conspiracy among such persons to violate antitrust
laws by refusing to sell contact lenses to mail order and other non-practitioner
contact lens providers, so as to reduce competition in the contact lens
industry. A similar lawsuit was filed by the State of Florida in 1994 and
several similar class action lawsuits were also filed in 1994. One of the
defendants has agreed to settle the lawsuits as to itself by agreeing to sell
contact lenses to mail-order and other alternative distribution channels, and to
make substantial cash and product rebates available to consumers.
In an unrelated matter, one of the Company's largest competitors was
sued in a national class action lawsuit brought in the Federal District Court in
the Northern District of Alabama in 1994 (the "Alabama Lawsuit"). This suit
alleged that the defendant engaged in fraudulent and deceptive practices in the
marketing and sale of contact lenses by selling identical contact lenses, under
different brand names and for different replacement regimens, at different
prices. The defendant subsequently modified certain of its marketing practices
and ultimately settled the lawsuit in August 1996 by making substantial cash and
product payments available to consumers. In August 1997, such competitor also
settled an investigation by 17 states into similar matters by agreeing to
certain restrictions on its future contact lens marketing practices and making
certain payments to each of the states. In October 1996, a class action lawsuit
was brought against another of the Company's largest competitors in the Superior
Court of New Jersey-Camden (the "New Jersey Lawsuit"). This suit alleges that
the defendant engaged in fraudulent and deceptive practices in the marketing and
sale of contact lenses by selling interchangeable contact lenses, under
different brand names and for different replacement regimens, at different
prices. The suit was certified as a national class action in December 1997.
Although the Company has not been named in any of the foregoing
lawsuits, the Company from time to time receives claims or threats similar to
those brought against its competitors, and in one circumstance a suit was filed
against the Company making allegations similar to those made in the Alabama and
New Jersey Lawsuits, which suit was dismissed without prejudice for
non-substantive reasons. There can be no assurance that the Company will not
face similar actions relating to its marketing and pricing practices or other
claims or lawsuits in the future. The defense of any such action, lawsuit or
claim could result in substantial expense to the Company and significant
diversion of attention and effort by the Company's management personnel. There
can be no assurance that any such lawsuit would be settled or decided in a
manner favorable to the Company, and a settlement or adverse
17
<PAGE> 18
decision in any such action, lawsuit or claim could have a material adverse
effect on the Company's business, financial condition and results of operations.
In addition to the foregoing lawsuits, there is substantial federal
and state governmental regulation related to the prescribing of contact lenses.
These regulations relate to who is permitted to prescribe and fit contact
lenses, the prescriber's obligation to provide prescriptions to its patients,
the length of time a prescription is valid, the ability or obligation of
prescribers to prescribe lenses by brand rather than by generic equivalent or
specification, and other matters. Although these regulations primarily affect
contact lens prescribers, and not manufacturers or distributors of lenses such
as the Company, changes in these regulations, or their interpretation or
enforcement, could adversely affect the effectiveness of the Company's marketing
strategy to eyecare practitioners, most notably the effectiveness of the
Company's channel-specific and private label branding strategies. Additionally,
given the Company's strategic emphasis on focusing its marketing efforts on
eyecare practitioners, the Company may be more vulnerable than its competitors
to changes in current trade practices. Finally, although cost controls or other
requirements imposed by third party health-care payors such as insurers and
health maintenance organizations have not historically had a significant effect
on contact lens prices or distribution practices, this could change in the
future, and could adversely affect the Company's business, financial condition
and results of operations. Adverse regulatory or other decisions affecting
eyecare practitioners, or material changes in the selling and prescribing
practices for contact lenses, could have a material adverse effect on the
Company's business, financial condition and results of operations.
Fluctuations in Operating Results; Decreasing Average Sales Prices.
The Company's quarterly operating results have varied significantly in the past
and are likely to vary significantly in the future based upon a number of
factors. The Company's quarterly results can be affected significantly by
pricing changes by the Company or its competitors, the Company's ability to
increase manufacturing capacity efficiently and to reduce per unit manufacturing
costs, the time and costs involved in expanding existing distribution channels
and establishing new distribution channels, discretionary marketing and
promotional expenditures such as cooperative merchandising allowances paid to
the Company's customers, timing of the introduction of new products by the
Company or its competitors, inventory shortages, timing of regulatory approvals
and other factors. The Company's customers generally do not have long-term
commitments to purchase products and products are generally shipped as orders
are received. A significant portion of the Company's operating expenses is
relatively fixed, and planned expenditures are based on sales forecasts. If
sales levels fall below expectations, operating results could be materially
adversely affected. In particular, the affect on net income may be
proportionately greater than net sales because only a portion of the Company's
expenses varies with net sales in the short term. In response to competition,
the Company may reduce prices, increase cooperative merchandising allowances or
otherwise increase marketing expenditures, and such responses may adversely
affect the Company's business, financial condition and results of operations.
Due to the foregoing factors, the Company believes that period-to-period
comparisons of its results of operations are not necessarily meaningful and
should not be relied upon as indications of future performance. Further, it is
likely that in some future quarter the Company's net sales or operating results
will be below the expectations of public market analysts and investors. In such
event, the price of the Company's Common Stock would likely be materially
adversely affected.
The Company expects that the overall average selling price that it
realizes across its products will decline over time because of (i) shifts in the
Company's product mix from lenses marketed for annual replacement regimens to
lenses marketed for daily and weekly disposable replacement regimens, and (ii)
increases in products sold internationally through distributors at prices lower
than direct sales prices.
The Company does not expect there to be significant growth in its
sales of lenses marketed for annual or monthly replacement. Accordingly, the
Company will need to continue to reduce its per unit production costs through
increased automation, increased volume and reduced packaging costs in order to
maintain, or improve, its gross margins.
Risks Relating to International Operations; Need to Increase Sales
in International Markets. In 1998, 1999 and the first six months of 2000, the
Company's international sales represented
18
<PAGE> 19
approximately 21%, 27% and 30%, respectively, of the Company's net sales. In
addition, a substantial portion of the Company's products are manufactured in
the United Kingdom. As a result, the Company's business is subject to the risks
generally associated with doing business abroad, such as foreign consumer
preferences, changes in currency exchange rates, longer accounts receivable
payment cycles, and foreign tax laws or tariffs. These factors, among others,
could materially adversely affect the Company's ability to sell its products in
international markets.
A portion of the Company's sales and expenditures are collected or
paid in currencies other than the U.S. dollar. Therefore, the Company's
operating results are affected by fluctuations in foreign currency exchange
rates. The Company does not generally hedge its currency risk, and accordingly
there can be no assurance that in the future exchange rate movements will not
have a material adverse effect on the Company's sales, gross profit, operating
expenses or foreign currency exchange gains and losses.
The Company's continued growth is dependent on the expansion of
international sales of its products. This expansion will involve operations in
markets with which the Company is not experienced and there can be no assurance
that the Company will be successful in capturing a significant portion of these
markets for contact lenses. In many of these markets the Company is dependent on
the efforts of distributors, and there can be no assurance that the distributors
will be successful or that they will maintain their relationship with the
Company. The failure of the Company to increase its international sales
substantially could have a material adverse effect on the Company's business,
financial condition and results of operations.
Uncertain Ability to Manage Growth; Risks Associated with
Implementation of New Management Information Systems. The Company has
experienced rapid growth in recent years. Continued rapid growth may place
significant strain on management, operational infrastructure, working capital
and financial and management control systems. Growth in the Company's business
has required, and is expected to continue to require, significant personnel
management and other infrastructure resources. The Company's ability to manage
any future growth effectively will require it to attract, train, motivate and
manage new employees successfully, to integrate new employees into its overall
operations and to continue to improve its operational, financial and management
information systems.
Risk of New Products and Technological Change. The Company has not
historically allocated substantial resources to new product development, but
rather has leveraged or licensed the technology developments of others. Recently
the Company has begun investing more in new product development, however in
general the Company's expenditures in this area are significantly below those of
its competitors. There can be no assurance that the Company's investments in new
product development will be successful. There can also be no assurance that the
Company's competitors do not have or will not develop new products and
technologies that could render the Company's products less competitive. For
example, Bausch & Lomb has received FDA approval to market a contact lens based
on a new polymer for seven day continuous wear, and it has been reported that it
will seek approval for longer continuous wear. It has also been reported that
Ciba has a similar lens. Additionally, Bausch & Lomb launched a toric lens
marketed for weekly disposal in 1999 and Johnson & Johnson has recently launched
a toric lens marketed for weekly disposal. There can be no assurance that the
Company will be able to develop its own technology or utilize technology
developed by third parties in order to compete in these product areas. Any
failure by the Company to stay current with its competitors with regard to new
product offerings and technological changes and to offer products that provide
performance that is at least comparable to competing products could have a
material adverse effect on the Company's business, financial condition and
results of operations.
Risks Associated with Interruption of Manufacturing Operations. The
Company manufactures substantially all of the products it sells. As a result,
any prolonged disruption in the operations of the Company's manufacturing
facilities, whether due to technical or labor difficulties, destruction of or
damage to any facility or other reasons, could have a material adverse effect on
the Company's business, financial condition and results of operations. In this
regard, one of the Company's principal two manufacturing facilities is located
in Puerto Rico and is thus exposed to the risks of damage from hurricanes. If
this facility were to be out of production for an extended period, the Company's
business,
19
<PAGE> 20
financial condition and results of operation would be materially adversely
affected.
Risks of Regulatory Action; Product Liability; Product Recall. The
Company's products and manufacturing facilities are subject to stringent
regulation by the FDA and by various governmental agencies for the states and
localities in which the Company's products are manufactured and/or sold, as well
as by governmental agencies in certain foreign countries in which the Company's
products are manufactured and/or sold. Failure to comply with such regulations
could result in delays in product introduction or manufacturing, fines,
withdrawals of regulatory clearances or approvals, product recalls or other
actions that could harm the Company. In addition, the Company has in the past
been and continues to be, subject to occasional product liability claims and
lawsuits. The Company also undertakes product recalls from time to time, and
while such recalls have not historically had a material adverse effect on the
Company, there can be no assurance that such will not occur in the future.
Influence by Existing Stockholders. As of July 31, 2000, officers,
directors and related principal stockholders of the Company, in the aggregate,
beneficially own approximately 27.1% of the Company's outstanding Common Stock.
As a result, these stockholders, acting together, possess significant voting
influence over the election of the Company's Board of Directors and the approval
of significant corporate transactions, among other matters. Such influence could
have the effect of delaying, deferring or preventing a change in control of the
Company, or facilitating a change in control that other stockholders might not
desire.
Certain Anti-Takeover Provisions. The Company's Board of Directors has the
authority to issue up to 4,000,000 shares of Preferred Stock and to determine
the price, rights, preferences, privileges and restrictions, including voting
rights, of those shares without any further vote or action by the stockholders.
The rights of the holders of Common Stock are subject to, and may be adversely
affected by, the rights of the holders of any Preferred Stock that may be issued
in the future. The issuance of Preferred Stock, while providing flexibility in
connection with possible financing or acquisitions or other corporate purposes,
could have the effect of making it more difficult for a third party to acquire a
majority of the outstanding voting stock of the Company. The Company has no
current plans to issue shares of Preferred Stock. The Company's Bylaws and
indemnity agreements provide that the Company will indemnify officers and
directors against losses they may incur in legal proceedings resulting from
their service to the Company. Further, the Company's charter documents contain a
provision eliminating the ability of the Company's stockholders to take action
by written consent. This provision is designed to reduce the vulnerability of
the Company to an unsolicited acquisition proposal and to render the use of
stockholder written consents unavailable as a tactic in a proxy fight. However,
such provision could have the effect of discouraging others from making tender
offers for the Company's shares, thereby inhibiting increases in the market
price of the Company's shares that could result from actual or rumored takeover
attempts. Such provision also may have the effect of preventing changes in the
management of the Company. In addition, Section 203 of the Delaware General
Corporation Law, to which the Company is subject, restricts certain business
combinations with any "interested stockholder" as defined by such statute. This
statute may delay, defer or prevent a change in control of the Company.
20
<PAGE> 21
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
MARKET RISK
The Company has long-term debt outstanding, which is carried at
cost, with an interest rate which is referenced to market rates. Interest rate
changes generally do not affect the fair value of variable rate debt
instruments, but do impact future earnings and cash flows. On May 1, 2000, an
outstanding term loan for $2.3 million became payable in eighteen quarterly
installments of $300,000, beginning July 31, 2000, with any remaining balance to
be paid on October 31, 2004. The commencement of the loan repayments will have
an impact on future earnings and cash flows and will reduce the Company's
exposure to changes in interest rates as the loan balance is reduced.
Unless otherwise noted above, there has been no additional material
change in the Company's assessment of its sensitivity to market risk since its
presentation set forth in Item 7A, "Quantitative and Qualitative Disclosures
About Market Risk" in its Annual Report on Form 10-K for the fiscal year ended
December 31, 1999.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On March 23, 2000, the Company and certain of its directors were
named in a suit filed in California Superior Court, (Rand v. Ocular Sciences,
Inc. et al., Case No. 310935, San Francisco County), by a shareholder seeking
class action status for breach of fiduciary duties. The complaint sought damages
in an unspecified amount and injunctive relief. During the second quarter of
2000, this lawsuit was dismissed.
On April 3, 2000, Bausch & Lomb, Inc. filed suit against Wesley
Jessen, its board of directors and the Company in the Court of Chancery of
Delaware (Bausch & Lomb, Inc. v. Wesley Jessen VisionCare, Inc. et al., Civil
Action No. 17963, New Castle County). Bausch & Lomb's complaint alleged that the
Company's Proposed Merger agreement with Wesley Jessen was entered into in
breach of the Wesley Jessen board's fiduciary duties to act on a fully informed
basis and to advance the best interests of Wesley Jessen shareholders. It also
alleged that the Company aided and abetted the Wesley Jessen board's purported
breach of fiduciary duties. On July 14, 2000, this action was dismissed without
prejudice.
On April 19, 2000, the Company filed a lawsuit against Bausch & Lomb
and Dylan Acquisition, Inc., in California Superior Court, for intentional and
negligent interference with contractual relations and unfair competition (Ocular
Sciences, Inc. v. Bausch & Lomb, Inc. et al., Case No. 412625, San Mateo
County). This complaint sought preliminary and permanent injunctive relief
enjoining Bausch & Lomb and Dylan Acquisition, Inc., from tortiously interfering
with the Company's contractual relationship between Wesley Jessen, and damages
in an amount to be determined at trial. On July 13, 2000, this action was
dismissed without prejudice.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
The following exhibits are filed herewith:
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Title
------ -------------
<S> <C>
10.01 - Consulting agreements between Ed Cummins and Ocular Sciences, Inc.
10.02 - Separation agreement between Norwick Goodspeed and Ocular Sciences, Inc.
10.03 - Separation agreements between John Lilley and Ocular Sciences, Inc.
11.01 - Statement regarding computation of net income per share
27.01 - Financial Data Schedule
</TABLE>
21
<PAGE> 22
(b) Reports on Form 8-K
A Form 8-K was filed on April 28, 2000 to report under Item 5
thereof that Norwick B.H. Goodspeed, President and Chief Executive Officer, and
Gregory E. Lichtwardt, Vice President, Finance and Chief Financial Officer,
would be leaving the Company.
Mr. Goodspeed's resignation as an officer and director of the
Company was effective April 20, 2000 and Mr. Lichtwardt's resignation as an
officer of Ocular Sciences was effective May 5, 2000. John D. Fruth, the
Company's Chairman, founder and former Chief Executive Officer has filled Mr.
Goodspeed's officer positions. Mr. Lichtwardt's officer positions have been
filled on an interim basis by Edgar J. Cummins, a member of the Company's board
of directors since 1992 and former Chief Financial Officer of Allergan, Inc.
22
<PAGE> 23
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.
OCULAR SCIENCES, INC.
(Registrant)
Date: August 14, 2000 /s/ Edgar J. Cummins
---------------------------------------
Edgar J. Cummins
Interim Chief Financial Officer
23
<PAGE> 24
Exhibit
Number Exhibit Index
------- -------------
10.01 - Consulting agreements between Ed Cummins and Ocular Sciences, Inc.
10.02 - Separation agreement between Norwick Goodspeed and Ocular Sciences, Inc.
10.03 - Separation agreements between John Lilley and Ocular Sciences. Inc.
11.01 - Statement regarding computation of net income per share
27.01 - Financial Data Schedule
