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Exhibit 99.1
FACTORS AFFECTING FUTURE OPERATING RESULTS
This Form 10-K, the Company's Annual Report to Shareholders, any Form 10-Q or
any Form 8-K of the Company or any other written or oral statements made by or
on behalf of the Company include forward-looking statements within the meaning
of Section 21E of the Securities Exchange Act of 1934 which reflect the
Company's current views with respect to future events and financial performance.
These forward-looking statements are subject to certain risks and uncertainties,
including those discussed below, that could cause actual results to differ
materially from historical results or those anticipated. The words "believe",
"expect", "anticipate" ,"estimate", "predict", "should", "will", "may", "plan",
and similar expressions identify forward-looking statements. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of their dates. The Company undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
Although the Company believes that it has the product offerings and resources
needed for continuing success, future net sales and margin trends cannot be
reliably predicted and may cause the Company to adjust its operations. Factors
external to the Company can result in volatility of the Company's common stock
price. Because of the foregoing factors, recent trends should not be considered
reliable indicators of future stock prices or financial results.
The following factors could cause actual operating results to differ
materially from historical results or those anticipated:
Highly Competitive Industry and Effect of New Products on Results
The eyeglass lens and coating industry is highly competitive. The Company
competes principally on the basis of customer service, the quality and breadth
of product offerings, and price. The eyeglass lens and coating industry is
characterized by price competition, which can be severe in certain markets,
particularly for standard products. Sola attempts, to the extent possible, to
counter competition on the basis of price by focusing on providing a rapid
response to orders, maintaining high fill rates, developing differentiated new
products, and educating processing laboratories and eyecare practitioners on the
benefits of Sola lenses and coatings. There can be no assurance, however, that
the Company's competitors will not develop products or services that are more
effective or less expensive than the Company's products or which could render
certain of the Company's products less competitive. Since recently-developed
products comprise a substantial portion of the Company's sales, the Company's
performance and future growth are dependent upon its continuing ability to
develop and market new products which may include unexpected delays in
introducing new products including manufacturing delays. The Company's
quarterly results can be affected by the ability to generate sales from new
products as anticipated and the costs of such introductions.
Some of the Company's competitors have significantly greater financial
resources than the Company to fund expansion and research and development. See
"--Substantial Indebtedness" and "--Management's Discussion and Analysis of
Financial Condition and Results of Operations--Liquidity and Capital Resources".
Within a particular market, certain of the Company's competitors may enjoy a
"home-country" advantage over foreign competition. In addition, in certain
markets (primarily Europe), the Company also faces competition from a number of
its principal competitors which are vertically integrated with processing
centers to a greater extent than the Company, enabling them to customize
prescription lenses. This limits the number of independent lens processing
customers to which the Company can market its products.
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International Operations
The Company operates manufacturing and distribution sites in three major
regions of the world--North America (including Mexico), Europe and Rest of World
(comprising primarily Australia, Asia and South America)--and derived
approximately half of its net sales in fiscal 2000 from the sale of products
outside the United States. As a result, a significant portion of the Company's
sales and operations are subject to certain risks, including adverse
developments in the foreign political and economic environment, exchange rates,
tariffs and other trade barriers, staffing and managing foreign operations and
potentially adverse tax consequences. Although the Company and its predecessors
have been successfully conducting business outside of the United States since
its inception in 1960, there can be no assurance that any of these factors will
not have a material adverse effect on the Company's financial condition or
results of operations in the future.
The Company's interest expense is denominated predominantly in U.S. dollars;
its cash flow, however, is comprised of a variety of currencies. Although the
Company may enter into currency swap agreements with financial institutions to
reduce its exposure to fluctuations in foreign currency values relative to its
debt obligations, such hedging transactions, if entered into, will not eliminate
that risk entirely. As a result of the Company's worldwide operations, currency
exchange rate fluctuations tend to affect the Company's results of operations
and financial position. The Company has significant operations in Brazil, which
has, until recently, experienced a hyper-inflationary environment and whose
currency risk may not be effectively hedged. The functional currency of the
Company's operations in Brazil is the U.S. dollar. Under U.S. generally
accepted accounting principles for hyper-inflationary countries, all translation
and transaction adjustments of foreign operations are reflected in the Company's
statements of operations. The Company's statements of operations reflect
significant charges to income primarily attributable to significant devaluations
of the Brazilian currency. There can be no assurance that hyper-inflationary
conditions will not return to Brazil or be present in other countries in which
the Company has significant operations. See "--Management's Discussion and
Analysis of Financial Condition and Results of Operations--Currency Exchange
Rates" and "--Inflation".
Ability to Control Manufacturing Costs and Operating Expenses
To maintain and/or strengthen its competitive position within the eyeglass
lens industry, the Company must continually reduce its product manufacturing
costs and operating expenses. In addition to normal cost reduction activities,
the Company recently initiated product migration and standardization activities
and reduced the number of people employed worldwide. These reductions are
necessary to help offset price decreases, inflation pressures, and changes in
product and regional mix. To the extent the Company's cost reduction activities
are unsuccessful, in part or in full, its ability to compete may be
significantly impacted.
Substantial Indebtedness
The Company's substantial indebtedness may limit its capacity to respond to
market conditions (including its ability to satisfy capital expenditure
requirements) or to meet its contractual or financial obligations. In addition,
pursuant to the debt instruments governing the Company's indebtedness, the
Company is subject to restrictive covenants that could limit its ability to
conduct its business. Furthermore, the ability of the Company to satisfy its
obligations will be dependent upon its future performance, which will be subject
to prevailing economic conditions and to financial, business and other factors,
including factors beyond the control of the Company. Through and including March
15, 2008, interest on the Company's $100 million aggregate principal amount of 6
7/8% Senior Notes due 2008 (the "Notes") will be payable in cash semiannually.
Although the Company believes that cash flow from operations will be sufficient
to meet all of its debt service requirements and to fund its capital expenditure
requirements, there can be no assurance that this will be the case.
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Reliance on Key Management
The operation of the Company requires managerial and operational expertise.
There can be no assurance that the Company's key management employees will
remain with the Company. If, for any reason, such key personnel do not continue
to be active in the Company's management, operations could be adversely
affected. The Company does not maintain key-man life insurance policies.
Medical Procedures
A number of companies have developed, or are developing, surgical equipment or
implants used to correct refractive error, including myopia, hyperopia and
astigmatism. At present, these procedures are ineffective at correcting
presbyopia, which affects the vast majority of people above the age of 45, and
is a major cause of demand for Sola's progressive and other multifocal lenses.
However, there can be no assurance that current medical procedures, or ones
developed in the future, will not materially impact demand for the Company's
lenses.
Forward Integration
In some instances, Sola's competitors have made or may make acquisitions of
wholesale distributors or independent processing laboratories that are customers
of Sola. In these instances, Sola aims to continue to supply lens products to
these wholesale operations. However, there is no assurance that sales will
continue at previous levels to these wholesalers.
Restrictions on Payment of Dividends from Subsidiaries
The Company's foreign operations are conducted through its subsidiaries. These
operations contribute significantly to the Company's sales and profitability.
The payment of dividends and the making of loans and advances to the Company by
its subsidiaries may be subject to statutory restrictions, are contingent upon
the earnings of those subsidiaries and are subject to various business
considerations. Dividends and other payments to the Company from subsidiaries
in certain jurisdictions are subject to legal restrictions and may have adverse
tax consequences to the Company. Management reviews the need for cash
distributions to the Company from its foreign subsidiaries on a case by case
basis. If the need for cash distributions from the subsidiaries should arise in
the future, there can be no assurance that the subsidiaries will be permitted to
make such cash distributions without legal restrictions or adverse tax
consequences to the Company. Commencing in fiscal 1996, the Company has
provided for U.S. federal and state income taxes on unremitted earnings of
certain foreign subsidiaries.
Dividend Policy; Restrictions on Payment of Dividends
The Company has not declared or paid any cash dividends on any class of its
capital stock, and does not intend to pay dividends on its Common Stock in the
foreseeable future. The Company's Bank Credit Agreement with The Bank of
America National Trust and Savings Association, and the Indenture governing the
Notes (the "Indenture"), restrict and limit the payment of dividends on the
Common Stock. See "--Price Range of Common Stock and Dividend Policy".
Antitakeover Provisions
The Company's Amended and Restated Certificate of Incorporation and Amended
and Restated By-Laws contain certain provisions that could make more difficult
the acquisition of the Company by means of a tender offer, a proxy contest or
otherwise. These provisions include advance notice procedures for stockholders
to nominate candidates for election as directors of the Company and for
stockholders to submit proposals for consideration at stockholders' meetings.
In addition, the Company is subject to Section 203 of the Delaware General
Corporation Law, which limits transactions between a
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publicly held company and "interested stockholders" (generally, those
stockholders who, together with their affiliates and associates, own 15% or more
of a company's outstanding capital stock). This provision of Delaware law also
may have the effect of deterring certain potential acquisitions of the Company.
In addition, the Company's shareholder rights plan could have the effect of
delaying or hindering a possible takeover of the Company. The Company believes
that these measures enhance the ability of the Board of Directors of the Company
to respond to proposals to acquire control of the Company in a manner that is in
the best interests of the Company, its stockholders, employees and other
affected constituents.
European Union Conversion to the "Euro"
The Company has instituted a "Euro" conversion team and begun preliminary
preparation for the conversion by eleven member states of the European Union to
a common currency, the "Euro". Conversion to the Euro by these member states of
the union will take place on a "no compulsion, no prohibition" basis between
January 1, 2000 and January 1, 2002. By January 1, 2002 all companies operating
in the eleven member states will be required to be fully operational using the
new currency. The Euro conversion team has primarily addressed the accounting
and information systems changes that are necessary to facilitate trading in the
Euro, the possible market place implications of a common currency and the
currency exchange rate risks, with the initial emphasis placed on the system
modifications. The Company has not completed the evaluation of the possible
effect of the changes to the Euro on foreign currency loans, or the impact if
any, on the market place implications of a common currency. Preliminary
assessments indicate that the financial impact of conversion to a Euro based
currency will not be material to the Company's consolidated financial position,
results of operations or cash flows.
