UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One) | |
þ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
For the quarterly period ended September 30, 2012
OR
¨ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number 000-17861
UNILENS VISION INC.
(Exact name of registrant as specified in its charter)
|
|
|
Delaware |
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27-2254517 |
(State or other jurisdiction of incorporation or organization) |
|
(I.R.S. Employer Identification No.) |
10431 72nd Street North, Largo, Florida |
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33777-1511 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrant's telephone number, including area code: (727) 544-2531
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. þ Yes ¨ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). þ Yes ¨ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨ |
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Accelerated filer ¨ |
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Non-accelerated filer ¨ |
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Smaller reporting company þ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes þ No
As of November 14, 2012 there were 2,369,354 outstanding shares of common stock.
1
UNILENS VISION INC.
FORM 10-Q
For the Quarterly Period Ended September 30, 2012
PART I – FINANCIAL INFORMATION
Item 1 – Unaudited Financial Statements
Unilens Vision Inc.
Condensed Consolidated Balance Sheets
September 30, 2012 (Unaudited) and June 30, 2012
|
September 30, 2012 |
|
June 30, 2012 | ||
ASSETS |
|
|
|
|
|
Current |
|
|
|
|
|
Cash and cash equivalents |
$ |
539,061 |
|
$ |
374,977 |
Accounts receivable, net of allowance of $88,638 and $101,117 |
|
|
|
| |
at September 30, 2012 and June 30, 2012, respectively |
728,972 |
778,300 | |||
Royalties and other receivables |
|
529,377 |
|
|
619,939 |
Inventories |
|
590,758 |
|
|
574,732 |
Prepaid expenses |
|
107,044 |
|
|
51,484 |
Income taxes receivable |
|
- |
|
|
53,883 |
Deferred loan costs – current |
|
11,853 |
|
|
11,853 |
Deferred tax asset – current |
|
157,300 |
|
|
162,100 |
Total current assets |
|
2,664,365 |
|
|
2,627,268 |
Property, plant, and equipment, net of accumulated depreciation of $4,986,244 |
|
|
|
|
|
and $4,939,067 at September 30, 2012 and June 30, 2012, respectively |
|
966,619 |
|
|
996,072 |
Deferred loan costs |
|
43,198 |
|
|
46,161 |
Other assets |
|
159,351 |
|
|
154,843 |
Total assets |
$ |
3,833,533 |
|
$ |
3,824,344 |
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' DEFICIT |
|
|
|
|
|
Current |
|
|
|
|
|
Accounts payable |
$ |
347,263 |
|
$ |
262,047 |
Accrued wages and employee benefits |
|
242,901 |
|
|
264,097 |
Deferred income |
|
415,785 |
|
|
409,879 |
Income taxes payable |
|
35,094 |
|
|
- |
Other accrued liabilities |
|
77,535 |
|
|
55,119 |
Line of credit |
|
- |
|
|
81,441 |
Note payable – current |
|
700,000 |
|
|
700,000 |
Total current liabilities |
|
1,818,578 |
|
|
1,772,583 |
Accrued wages and employee benefits |
|
114,908 |
|
|
113,097 |
Note payable – long-term |
|
2,566,667 |
|
|
2,741,667 |
Deferred tax liability |
|
73,500 |
|
|
85,500 |
Total liabilities |
|
4,573,653 |
|
|
4,712,847 |
Stockholders’ deficit |
|
|
|
|
|
Capital stock |
|
|
|
|
|
Preferred shares, par value $0.001 per share; 3,000,000 shares authorized; |
|
|
|
|
|
no shares issued and outstanding |
- |
- | |||
Common shares, par value $0.001 per share; 30,000,000 shares authorized; |
|
|
|
|
|
shares issued and outstanding 2,369,354 |
2,369 |
2,369 | |||
Additional paid-in capital |
|
20,286,663 |
|
|
20,286,663 |
Deficit |
|
(21,029,152) |
|
|
(21,177,535) |
Total stockholders’ deficit |
|
(740,120) |
|
|
(888,503) |
Total liabilities and stockholders’ deficit |
$ |
3,833,533 |
|
$ |
3,824,344 |
3
Unilens Vision Inc.
Condensed Consolidated Statements of Income and Changes in Accumulated Deficit
For Three Months Ended September 30, 2012 and 2011
(Unaudited)
|
Three Months Ended September 30, 2012 |
|
Three Months Ended September 30, 2011 | ||
Revenues: |
|
|
|
|
|
Sales |
$ |
1,509,654 |
|
$ |
1,576,530 |
Royalty income |
|
528,957 |
|
|
631,200 |
Total revenues |
|
2,038,611 |
|
|
2,207,730 |
Operating costs and expenses: |
|
|
|
|
|
Cost of sales |
|
890,766 |
|
|
930,065 |
Sales and marketing |
|
370,955 |
|
|
361,222 |
Administration |
|
345,668 |
|
|
343,285 |
Research and development |
|
20,014 |
|
|
20,958 |
Total operating costs and expenses |
|
1,627,403 |
|
|
1,655,530 |
Operating income |
|
411,208 |
|
|
552,200 |
Other non-operating items: |
|
|
|
|
|
Other income (expense) |
|
1,630 |
|
|
1,030 |
Net interest expense |
|
(31,057) |
|
|
(70,794) |
Total other non-operating items: |
|
(29,427) |
|
|
(69,764) |
Income before income tax expense |
|
381,781 |
|
|
482,436 |
Income tax expense |
|
126,777 |
|
|
158,982 |
Net income for the period |
|
255,004 |
|
|
323,454 |
Deficit, beginning of period |
|
(21,177,535) |
|
|
(21,894,989) |
Dividends paid |
|
(106,621) |
|
|
(106,621) |
Deficit, end of period |
$ |
(21,029,152) |
|
$ |
(21,678,156) |
Net income per common share: |
|
|
|
|
|
Basic |
$ |
0.11 |
|
$ |
0.14 |
Diluted |
$ |
0.11 |
|
$ |
0.14 |
Weighted average number of common shares outstanding during the period: |
|
|
|
|
|
Basic |
|
2,369,354 |
|
|
2,369,354 |
Effect of dilutive options |
|
- |
|
|
- |
Diluted |
|
2,369,354 |
|
|
2,369,354 |
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
4
Unilens Vision Inc.
Condensed Consolidated Statements of Cash Flows
For Three Months Ended September 30, 2012 and 2011
(Unaudited)
|
|
|
|
|
|
|
Three Months Ended September 30, 2012 |
|
Three Months Ended September 30, 2011 | ||
|
| ||||
|
| ||||
Cash Flows from Operating Activities |
|
|
|
|
|
Net income for the period |
$ |
255,004 |
|
$ |
323,454 |
Items not affecting cash: |
|
|
|
|
|
Depreciation and amortization |
|
47,178 |
|
|
29,960 |
Deferred tax expense |
|
(7,200) |
|
|
48,400 |
Change in working capital items |
|
249,889 |
|
|
316,510 |
Net cash provided by operating activities |
|
544,871 |
|
|
718,324 |
Cash Flows from Investing Activities |
|
|
|
|
|
Purchase of property, plant and equipment and other assets |
|
(17,725) |
|
|
(350,193) |
Net cash used in investing activities |
|
(17,725) |
|
|
(350,193) |
Cash Flows from Financing Activities |
|
|
|
|
|
Repayment of borrowings under term loan |
|
(175,000) |
|
|
(164,286) |
Net repayments under line of credit |
|
(81,441) |
|
|
- |
Common stock dividends paid |
|
(106,621) |
|
|
(106,621) |
Net cash used in financing activities |
|
(363,062) |
|
|
(270,907) |
Change in cash and cash equivalents during the period |
|
164,084 |
|
|
97,224 |
Cash and cash equivalents, beginning of period |
|
374,977 |
|
|
601,360 |
Cash and cash equivalents, end of period |
$ |
539,061 |
|
$ |
698,584 |
Supplemental cash flow disclosure information: |
|
|
|
|
|
Noncash investing and financing activities: |
|
|
|
|
|
Change in fair value of interest rate swap |
$ |
- |
|
$ |
(13,924) |
Cash paid during the period for interest |
$ |
28,663 |
|
$ |
65,615 |
Cash paid during the period for income taxes |
$ |
45,000 |
|
$ |
- |
|
|
|
|
|
|
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
5
Unilens Vision Inc.
Notes to Condensed Consolidated Financial Statements
September 30, 2012
(Unaudited)
Note 1 — Basis of Presentation and Consolidation
Basis of Presentation
Unilens Vision Inc. operates through our wholly-owned subsidiary, Unilens Corp. USA, located in Largo, Florida. The accompanying consolidated financial statements (the “Financial Statements”) for the interim periods ended September 30, 2012 and 2011 (the “Interim Period”) are i) prepared on the basis of accounting principles generally accepted in the United States, ii) conform in all material respects with accounting principles generally accepted in Canada, and iii) are unaudited, but in the opinion of management, reflect all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of the financial position, operations, and changes in financial results of the Interim Period. The Financial Statements are not necessarily indicative of the results to be expected for the full year. The Financial Statements do not contain the detail or footnote disclosure concerning accounting policies and other matters which would be included in full year financial statements, and therefore should be read in conjunction with our audited financial statements for the year ended June 30, 2012. Additional information concerning us is contained in the Management Discussion and Analysis included in this quarterly report.
Basis of Consolidation
These consolidated financial statements include the accounts of Unilens Vision Inc. and its wholly-owned subsidiary, Unilens Corp. USA and its wholly-owned subsidiary, Unilens Vision Sciences Inc. All significant intercompany transactions and balances have been eliminated in consolidation.
Note 2 — Stock-Based Compensation, Stock Options and Stock
Stock-based payments are recorded using the fair value method of accounting for stock options. Under this method, in addition to reflecting compensation expense for new share-based awards, expense is also recognized to reflect the remaining vesting period of awards that had been included in pro-forma disclosures in prior periods. There was no stock compensation expense attributable to stock options charged against income for the fiscal quarters ended September 30, 2012 and 2011, since no options were granted during such periods and all options outstanding at the beginning of such periods were fully vested.
Stock Option Plan and Stock Options
We have adopted a stock option plan (the “Stock Option Plan”). The purpose of the Stock Option Plan is to advance the interests of the Company by providing directors, officers, employees and consultants with a financial incentive to continue to improve the performance of the Company and encourage them to remain with the Company. The term of any option granted under the Stock Option Plan may not exceed 10 years. The exercise price of each option must equal or exceed the market price of our stock as calculated on the date of grant. The maximum number of our common shares reserved for issuance under the Stock Option Plan cannot exceed 10% percent of our issued and outstanding common shares. Options, in general, vest immediately except options granted to consultants performing investor relations activities vest at a minimum over a period of at least 12 months, 25% at the end of each three-month period. No more than 5% of our issued and outstanding capital stock may be granted to any one individual in any twelve-month period and no more than 2% of our issued and outstanding capital stock may be granted to any one consultant in any twelve-month period.
6
Unilens Vision Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
September 30, 2012
(Unaudited)
At the Annual General Meeting of Shareholders held on March 25, 2010, the shareholders approved the Unilens’ Incentive Stock Option Plan. The initial maximum number of shares available for option grants under the Stock Option Plan is 236,935.
The following table describes the number and the exercise price of options that have been granted, exercised, or cancelled under the Stock Option Plan approved on March 25, 2010 during the three month period ended September 30, 2012:
|
|
|
|
|
|
|
Number of Options |
|
Weighted Average Exercise Price |
Weighted Average Remaining Life | |
Outstanding, beginning of year |
160,000 |
|
$4.83 |
|
7.67 Years |
Exercised |
- |
|
|
|
|
Granted |
|
|
|
|
|
Directors/Employees |
- |
|
|
|
|
Consultants |
- |
|
|
|
|
Sub-total granted |
- |
|
|
|
|
Expired/cancelled |
- |
|
|
|
|
Outstanding, end of period |
160,000 |
|
$4.83 |
|
7.42 Years |
Options exercisable, end of period |
160,000 |
|
$4.83 |
|
7.42 Years |
As of September 30, 2012 we have 160,000 options outstanding and an additional 76,935 options available for future grants under the existing Incentive Stock Option Plan.
There was no cash proceeds, related to options exercised during the three months ended September 30, 2012, as no options were exercised.
The following table describes the number of options, exercise price, and expiry date of the options granted by the Company that were outstanding at September 30, 2012:
Number of Options |
Vested |
Exercise Price |
Expiry Date |
160,000 |
160,000 |
$4.83 |
March 1, 2020 |
We use the Black-Scholes pricing model to estimate the fair value of stock-based awards. The expected volatilities are based on the historical volatility of our stock price. Historical data is used to estimate option exercises and employee terminations within the valuation model. The expected term of options granted is based on historical exercise patterns of employees and represents the period of time that options granted are expected to be outstanding. The risk-free interest rate for periods within the contractual life of the option is based on the U S Treasury yield curve in effect at the time of the grant. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.
7
Table of Contents
Unilens Vision Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
September 30, 2012
(Unaudited)
Note 3 — Income per Common Share
Basic income per common share is calculated by dividing the income for the period by the weighted-average number of common shares outstanding during the period.
Diluted income per common share is calculated using the treasury stock method. Under the treasury stock method, the weighted average number of common shares outstanding used for the calculation of diluted income per share assumes that the proceeds to be received on the exercise of dilutive stock options and warrants are used to repurchase common shares at the average market price during the period.
Note 4 — Inventories
|
|
|
|
|
|
|
As at September 30, 2012 |
As at June 30, 2012 | |||
Raw materials |
$ |
260,615 |
|
$ |
295,742 |
Work in progress |
|
28,328 |
|
|
29,005 |
Finished goods |
|
315,092 |
|
|
262,928 |
|
|
604,035 |
|
|
587,675 |
Less allowance for obsolescence |
|
13,277 |
|
|
12,943 |
|
$ |
590,758 |
|
$ |
574,732 |
|
|
|
|
|
|
Note 5 — Supplemental Disclosure with Respect to Cash Flows
|
|
|
|
|
|
|
Three Months Ended September 30, 2012 |
|
Three Months Ended September 30, 2011 | ||
|
| ||||
|
| ||||
Cash provided by (used in): |
|
|
|
|
|
Accounts and royalties and other receivables |
$ |
139,891 |
|
$ |
484,086 |
Inventories |
|
(16,026) |
|
|
(8,281) |
Prepaid expenses and other assets |
|
(57,106) |
|
|
(67,505) |
Accounts payable and accrued liabilities |
|
94,153 |
|
|
(202,372) |
Income taxes payable |
|
88,977 |
|
|
110,582 |
Change in working capital items |
$ |
249,889 |
|
$ |
316,510 |
8
Unilens Vision Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
September 30, 2012
(Unaudited)
Note 6 — Revenue Information
All of our assets and operations are located in the United States in one business segment. Our revenues are derived from royalty income received from our exclusive agreement with Bausch + Lomb Incorporated (“Bausch + Lomb”), for the use of our patented multifocal designs and technology, and from sales from our specialty optical lens business, which manufactures and distributes optical products that use our proprietary design and manufacturing technology. Sales from our specialty optical lens business come from the following lens categories, for the three months ended September 30, 2012 and 2011:
|
Three Months Ended September 30, 2012 |
Three Months Ended September 30, 2011 | |||
Disposable lenses |
$ |
820,725 |
|
$ |
899,583 |
Custom soft lenses |
|
471,604 |
|
|
408,119 |
Gas permeable lenses |
|
81,766 |
|
|
98,305 |
Replacement and other lenses |
|
135,559 |
|
|
170,523 |
Total sales |
$ |
1,509,654 |
|
$ |
1,576,530 |
Note 7 — Term Loan, Line of Credit and Interest Rate Swap
On May 23, 2012, the Company closed on a new $3,500,000 5-year term loan facility and a $1,500,000 line of credit with Hancock Bank, which replaced the term loan facility and line of credit then in place with Regions Bank. Costs related to the Hancock Bank term loan facility and line of credit, were $59,265, which are amortized over the life of the 5-year term loan facility. The minimum monthly principal payments under the Hancock Bank term loan facility are $58,333, plus accrued interest. The Hancock Bank term loan and line of credit both bear interest at a floating rate of 30-day LIBOR plus 3.00%.
Monthly interest only payments are due under the Hancock Bank line of credit, with the maximum borrowings at any time not to exceed the lesser of (i) $1,500,000 or (ii) a sum equal to 85% of Eligible royalty receivables, plus 75% of Eligible Accounts Receivables plus 50% of Eligible Raw Material and Finished Goods Inventory. The maximum borrowing amount under this line of credit facility at September 30, 2012 was $1,034,000. The Company expects to extend this line of credit which expires on February 1, 2013.
The term loan and the line of credit are secured by a security interest in favor of Hancock Bank in our inventory, accounts receivable, general intangibles, cash and principal United States patent. Under the term loan facility and the line of credit, the Company is required to meet customary covenants regarding, among other things, tangible net worth, fixed charge coverage, dividend distributions and the requirement of lender consent for significant transactions such as mergers, acquisitions, dispositions and other financings.
The Company was in compliance with all financial covenants and had no outstanding balance on the Hancock Bank line of credit, and $3,266,667 outstanding on the term loan at September 30, 2012.
Note 8 — Recent Accounting Standards
Recent codified pronouncements by the FASB are not believed by management to have a material impact on the Company’s present or future financial statements.
Note 9 — Subsequent Event
On November 1, 2012, our Board of Directors declared our regular quarterly cash dividend, at the rate of $0.045 per common share, payable November 23, 2012, to stockholders of record at the close of business on November 12, 2012. This is the 25rd consecutive quarterly cash dividend declared.
9
Board of Directors
Unilens Vision Inc.
Largo, Florida
We have reviewed the accompanying condensed consolidated balance sheet of Unilens Vision Inc. as of September 30, 2012 and the related condensed consolidated statements of income and changes in accumulated deficit for the three month periods ended September 30, 2012 and 2011 and the condensed consolidated statements of cash flows for the three month periods ended September 30, 2012 and 2011. These condensed consolidated financial statements are the responsibility of the management of Unilens Vision Inc.
We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the consolidated financial statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim consolidated financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.
We have previously audited, in accordance with auditing standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Unilens Vision Inc. as of June 30, 2012 and the related consolidated statements of income, stockholders’ deficit, and cash flows for the year then ended (not presented herein); and in our report dated September 28, 2012, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of June 30, 2012 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.
/s/ Pender Newkirk & Company LLP
Pender Newkirk & Company LLP
Certified Public Accountants
Tampa, Florida
November 14, 2012
10
Item 2 – Management’s Discussion & Analysis of Financial Condition and Results of Operations
The following management discussion and analysis (“MDA”) provides information on the activities of Unilens Vision Inc. and should be read in conjunction with our quarterly condensed consolidated financial statements and notes thereto for the three months ended September 30, 2012 (the “Financial Statements”), as well as our Annual Report on Form 10-K for the fiscal year June 30, 2012, filed with the Securities and Exchange Commission. The Financial Statements have been prepared in United States dollars and in conformity with United States generally accepted accounting principles (“US GAAP”). Unless otherwise indicated, all dollar amounts disclosed in this MDA are expressed in United States Dollars.
Operating results are not necessarily indicative of results that may occur in future periods. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. The actual results may differ materially from those anticipated in the forward-looking statements as a result of many factors including, but not limited to, those set forth under “Cautionary Statement About Forward-Looking Statements” and “Risk Factors” in Item 1A. included in our Annual Report on Form 10-K. All forward-looking statements included in this document are based on the information available to us on the date of this document and we assume no obligation to update any forward-looking statements contained in this Quarterly Report on Form 10-Q.
We license, manufacture, distribute and market specialty optical lens products using our proprietary design and manufacturing technology. Our products are sold primarily in the United States solely to eye care professionals through in house sales representatives and a network of distributors. Our lens products are marketed as a family of specialty vision correction products that can serve the majority of the population’s vision correction needs. Our specialty optical lens business is divided into four categories: (i) disposable lenses; (ii) custom soft lenses; (iii) gas permeable lenses; and (iv) replacement and other lenses. During the three months ended September 30, 2012 the Company’s C-Vue disposable products accounted for approximately 54% of sales.
Sales of our specialty optical lens products accounted for the largest percentage of our total revenues, constituting approximately 74% while royalty income derived from our exclusive license of our patented multifocal design to Bausch + Lomb was approximately 26% during the three months ended September 30, 2012.
Economic conditions in the United States have restrained our growth. We are however optimistic about the long-term outlook for the contact lens market and the specialty contact lens market, in particular.
Market demographics indicate that speciality contact lenses will continue to be the fastest growing segment of the contact lens market. Specialty contact lenses include toric, toric multifocal, and cosmetic lenses. We believe that our custom soft speciality lenses including our C-Vue multifocal lens for presbyopia, our C-Vue custom toric lens for correcting astigmatism and the C-Vue Advanced toric multifocal lens, will grow over time due to market demographics favoring specialty lenses and our patented multifocal technology.
We believe market demographics favoring specialty contact lenses will continue to drive our revenue and earnings. In January 2011, we launched our new C-VUE Advanced® HydraVUE™ line of silicone hydrogel custom contact lenses for monthly replacement. They are completely customizable, and feature a risk-free trial program, and sales have grown steadily during the 2012 fiscal year and into the first quarter of the 2013 fiscal year.
A significant portion of our net income is derived from our exclusive license with Bausch + Lomb and such royalty income is a major component of our profitability. However, there can be no assurance, that such royalty income from Bausch + Lomb will grow or that Bausch + Lomb will continue to sell products in the future utilizing our technology.
The contact lens market is highly competitive. We compete with industry leaders, such as Vistakon, Inc. a unit of Johnson and Johnson Vision Care, Inc., Bausch + Lomb, Alcon Laboratories, Inc., a division of Novartis AG, and Cooper Vision, Inc., a unit of Cooper Vision Companies, Inc. Our ability to compete successfully is dependent in part on eye care professionals’ perceptions of product quality, product development, technical innovation, and price.
We have a supply agreement with one supplier for the manufacture of our molded C-Vue multifocal lens, which currently accounts for approximately 46% of our quarterly sales. The agreement is renewable from year to year and is terminable pursuant to customary termination clauses. Although to date the supplier has met our requirements, there can be no assurances that it will continue to do so.
11
Table of Contents
First Quarter Highlights
· Sales for the first quarter of fiscal 2013 were $1.5 million or 4.2% less than the first quarter of fiscal 2012.
· Custom soft lens sales increased 15.6% while the disposable lens category declined 8.8%.
· Royalty income for 2013 declined 16.2% compared to the first quarter of 2012, resulting in a decline in total revenue of 7.7% to $2.0 million.
· Operating expenses increased 1.5% compared to the first quarter of fiscal 2012.
· Interest expense was 56% less when compared to the first quarter of fiscal 2012, due to lower debt levels and the Hancock bank refinancing in May, 2012.
· Net income decreased 21.2% compared to the first quarter of fiscal 2012.
· Earnings per share were $0.11 compared to $0.14 in the first quarter of fiscal 2012.
· Paid our 24th consecutive quarterly dividend, at $0.045 per share in August 2012. On November 1, 2012 we declared our 25th consecutive quarterly dividend, at an annual rate of $0.18 per share or $0.045 per share quarterly, a dividend yield of 5.5% based on the October month end closing price of $3.27.
The following table sets forth, for the periods indicated, certain data derived from our Condensed Consolidated Statements of Income and Changes in Accumulated Deficit and certain of such data expressed as a percentage of total revenues:
|
Three Months Ended September 30 | ||||
|
2012 |
|
2011 | ||
|
$ |
% of Revenues |
|
$ |
% of Revenues |
Revenues |
2,038,611 |
100.0 |
|
2,207,730 |
100.0 |
Operating costs and expenses |
1,627,403 |
79.8 |
|
1,655,530 |
75.0 |
Operating income |
411,208 |
20.2 |
|
552,200 |
25.0 |
Other non-operating items |
(29,427) |
(1.4) |
|
(69,764) |
(3.2) |
Income before income tax expense |
381,781 |
18.8 |
|
482,436 |
21.8 |
The following table sets forth, for the periods indicated, certain data derived from our Condensed Consolidated Statements of Income and Changes in Accumulated Deficit and certain of such data expressed as a percentage of sales:
|
Three Months Ended September 30 | ||||
|
2012 |
|
2011 | ||
|
$ |
% of Sales |
|
$ |
% of Sales |
Sales |
1,509,654 |
100.0 |
|
1,576,530 |
100.0 |
Cost of sales |
890,766 |
59.0 |
|
930,065 |
59.0 |
Sales and marketing |
370,955 |
24.6 |
|
361,222 |
22.9 |
Administration |
345,668 |
22.9 |
|
343,285 |
21.8 |
Research and development |
20,014 |
1.3 |
|
20,958 |
1.3 |
First Quarter
During the three months ended September 30, 2012 (the “Current Quarter”) we earned income before tax of $381,781 compared to income before tax of $482,436 for the three months ended September 30, 2011 (the “Prior Quarter”). The decrease in income before tax during the Current Quarter of $100,655 was primarily from the decrease in royalty income from Bausch + Lomb of $102,243 to $528,957 in the Current Quarter as compared to $631,200 in the Prior Quarter, (ii) an decrease in gross margin of $27,577 from lower sales (iii) excluding cost of sales, a increase in expenses of $11,172 as described below, and (iv) a decrease in other items primarily interest expense, and other income of $40,337. After recording income tax expense of $126,777, we had net income of $255,004 or $0.11 per diluted share, for the Current Quarter. In comparison, in the Prior Quarter we had net income of $323,454 or $0.14 per diluted share after recording income tax expense of $158,982.
Sales during the Current Quarter were $1,509,654, a decrease of $66,876 (4.2%), as compared to sales of $1,576,530 during the Prior Quarter. The disposable lens category decreased by 8.8% as sales of our C-Vue disposable multifocal lenses continue to be affected by competition from competitor product offerings and promotional programs. Our custom soft lens category increased by 15.6%, primarily due to increased demand of our new C-Vue Advanced® HydraVUE™ line of silicone hydrogel custom contact lenses for monthly replacement, launched over a year ago in January of 2011. Our gas permeable lens category decreased 16.8% primarily due to the continued overall decline in gas permeable fits in the contact lens industry. The replacement and other lens category decreased as expected by 20.5% due to the expected decline in product lines that are nearing the end of their life cycle, offset some by sales increases for Unilens replacement products due to the discontinuation of replacement lens products from several of our competitors.
12
Gross margin was flat at 41.0% in the Current Quarter compared to the same 41.0% in the Prior Quarter, due primarily to manufacturing improvements implemented during the Current Quarter offset by lower margins.
During the Current Quarter, as compared to the Prior Quarter, expenses increased 1.5% or $11,172. Administrative expenses increased $2,383 primarily due to increases in payroll and related expenses offset by decreases in corporate governance expenses. Sales and marketing expenses increased $9,733 primarily due to advertising costs associated with a new corporate logo and future new product launches while research and development expenses decreased $944 during the Current Quarter, as compared to the Prior Quarter.
We record income tax and income taxes payable at the statutory rates. During the Current Quarter and the Prior Quarter we recorded income tax expense of $126,777 and $158,982, respectively. The effective tax rate for the Current Quarter and Prior Quarter was 33.2% and 33.0%, respectively
Cash and cash equivalents were $539,061 at September 30, 2012 compared to $ 374,977 at June 30, 2012. The following is a summary of the change in our cash and cash equivalents:
|
September 30, | ||||
|
2012 |
|
2011 | ||
Net cash provided by operating activities |
$ |
544,871 |
|
$ |
718,324 |
Net cash used in investing activities |
|
(17,725) |
|
|
(350,193) |
Net cash used in financing activities |
|
(363,062) |
|
|
(270,907) |
Net decrease in cash and cash equivalents |
$ |
164,084 |
|
$ |
97,224 |
As of September 30, 2012, we had working capital of $845,787 representing a decrease of $8,898 from our working capital at June 30, 2012. The decrease in working capital was due to an increase in cash, and the payoff of the line of credit, offset by decreases in accounts receivable, royalty and other receivables, and an increase in accounts payable.
Critical Accounting Policies & Estimates
This Management’s Discussion and Analysis is based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make certain estimates and apply judgment. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the consolidated financial statements are prepared. On a regular basis, we review our accounting policies and how they are applied and disclosed in our consolidated financial statements. While we believe the historical experience, current trends and other factors considered, support the preparation of our consolidated financial statements in conformity with generally accepted accounting principles, actual results could differ from our estimates, and such differences could be material.
There have been no changes to our critical accounting policies during the first three months of fiscal 2013.
For a further discussion of the judgments we make in applying our accounting policies, see Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in our 2012 Form 10-K.
Item 4 – Controls and Procedures
In accordance with Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934 (the “Exchange Act”), our management, under the supervision of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(f) under the Exchange Act) as of the end of the period covered by this Quarterly Report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2012.
There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act) that occurred during the period covered by this Quarterly Report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
13
None
There have been no material changes to the risk factors set forth under Part I, Item 1A of our 2012 Annual Report on Form 10-K.
Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3 – Defaults Upon Senior Securities
None
Item 4 – Mine Safety Disclosures
None
None
|
|
Incorporated by Reference |
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| ||||||
Exhibit No. |
Exhibit Description |
Form |
|
SEC File No. |
|
Exhibit |
|
Filing Date |
|
Filed (†) or Furnished (‡) Herewith (as indicated) |
3.1 |
Memorandum, Certificate of Incorporation and Articles of Association of Unilens Vision Inc. (British, Columbia)
|
20-F |
|
001-17861 |
|
3.1 |
|
07/03/1989 |
|
|
3.2 |
Certificate of Incorporation Unilens Vision Inc. (Delaware)
|
10-K |
|
001-17861 |
|
3.2 |
|
09/28/2010 |
|
|
3.3 |
Unilens Vision Inc. By-Laws (Delaware)
|
10-K |
|
001-17861 |
|
3.3 |
|
09/28/2010 |
|
|
31.1 |
Certification of Michael J. Pecora pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
† |
31.2 |
Certification of Leonard F. Barker pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
† |
32.1 |
Certification of Michael J. Pecora pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
† |
32.2 |
Certification of Leonard F. Barker pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
† |
14
Table of Contents
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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UNILENS VISION INC. |
| |
|
|
(Registrant) |
| |
|
|
|
|
|
Date: November 14, 2012 |
|
By |
|
/s/Michael J. Pecora |
|
|
Name: |
|
Michael J. Pecora |
|
|
Title: |
|
President and Chief Executive Officer |
|
|
|
|
(Principal Executive Officer) |
|
|
|
|
|
Date: November 14, 2012 |
|
By |
|
/s/Leonard F. Barker |
|
|
Name: |
|
Leonard F. Barker |
|
|
Title: |
|
Vice President, Chief Financial Officer |
|
|
|
|
(Principal Financial Officer and |
|
|
|
|
Principal Accounting Officer) |
15
EXHIBIT 31.1
EX-31.1 CERTIFICATION OF MICHAEL J. PECORA
CERTIFICATION PURSUANT TO SECTION 302
I, Michael J. Pecora, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Unilens Vision Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
4. The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the company’s most recent fiscal quarter (the company’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
5. The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
|
Date: November 14, 2012 |
|
/s/ Michael J. Pecora |
Michael J. Pecora |
President/Chief Executive Officer |
EXHIBIT 31.2
EX-31.2 CERTIFICATION OF LEONARD F. BARKER
CERTIFICATION PURSUANT TO SECTION 302
I, Leonard F. Barker, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Unilens Vision Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
4. The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the company’s most recent fiscal quarter (the company’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
5. The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
|
Date: November 14, 2012 |
|
/s/ Leonard F. Barker |
Leonard F. Barker |
Principal Financial Officer |
EXHIBIT 32.1
EX-32.1 CERTIFICATION OF MICHAEL J. PECORA
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Unilens Vision Inc. (the “Company”) on Form 10-Q for the period ending September 30, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael J. Pecora, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the SEC or its staff upon request.
|
Date: November 14, 2012 |
|
/s/ Michael J. Pecora |
Michael J. Pecora |
President/Chief Executive Officer |
EXHIBIT 32.2
EX-32.2 CERTIFICATION OF LEONARD F. BARKER
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Unilens Vision Inc. (the “Company”) on Form 10-Q for the period ending September 30, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the SEC or its staff upon request.
|
Date: November 14, 2012 |
|
/s/ Leonard F. Barker |
Leonard F. Barker |
Principal Financial Officer |
Term Loan, Line of Credit and Interest Rate Swap (Detail) (USD $)
|
3 Months Ended |
---|---|
Sep. 30, 2012
|
|
Eligible Royalty Receivable [Member] | Line Of Credit With Hancock Bank [Member]
|
|
Line of Credit Facility,Maximum Borrowing Capacity, Percentage Component Threshold | 85.00% |
Eligible Accounts Receivables [Member] | Line Of Credit With Hancock Bank [Member]
|
|
Line of Credit Facility,Maximum Borrowing Capacity, Percentage Component Threshold | 75.00% |
Eligible Raw Material and Finished Goods Inventory [Member] | Line Of Credit With Hancock Bank [Member]
|
|
Line of Credit Facility,Maximum Borrowing Capacity, Percentage Component Threshold | 50.00% |
Term Loan Facility With Hancock Bank [Member] | Line Of Credit With Hancock Bank [Member]
|
|
Unamortized Debt Issuance Expense | 59,265 |
Debt Instrument, Description of Variable Rate Basis | 30-day LIBOR |
Debt Instrument, Basis Spread on Variable Rate | 3.00% |
Term Loan Facility With Hancock Bank [Member]
|
|
Debt Instrument, Face Amount | 3,500,000 |
Debt Instrument, Periodic Payment, Principal | 58,333 |
Long-term Debt | 3,266,667 |
Line Of Credit With Hancock Bank [Member]
|
|
Line of Credit Facility, Maximum Borrowing Capacity | 1,500,000 |
Line of Credit Facility, Current Borrowing Capacity | 1,034,000 |
Inventories
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3 Months Ended | |||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2012
|
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Inventory Disclosure [Text Block] | Note 4 — Inventories
|