10-Q 1 form10-q_16843.htm FORM 10Q DATED 4-30-10 form10-q_16843.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended April 30, 2010
 
OR

o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from __________________ to ______________________.

Commission file number 0-23001

SIGNATURE EYEWEAR, INC.
(Exact Name of Registrant as Specified in its Charter)

California
(State or Other Jurisdiction of
Incorporation or Organization)
95-3876317
(I.R.S. Employer
Identification No.)
 
498 North Oak Street
Inglewood, California 90302
(Address of Principal Executive Offices)
 
(310) 330-2700
(Registrant’s Telephone Number, Including Area Code)
 

(Former name, former address and former fiscal year, if changed since last report)

Indicate by checkmark whether the registrant: (1) 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.     ý 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 definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large Accelerated Filer   o
Accelerated Filer   ¨
Non-accelerated Filer   o
(Do not check if a smaller reporting company)
Smaller reporting company   x

 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  ¨ Yes   ý No
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 6,955,639 shares issued and outstanding as of June 3, 2010.


 
 
SIGNATURE EYEWEAR, INC.
 
INDEX TO FORM 10-Q
 
 
 
PART I
FINANCIAL INFORMATION
Page
     
Item 1
Financial Statements
3
     
 
Balance Sheets
3
     
 
Statements of Income
5
     
 
Statements of Cash Flows
6
     
 
Notes to the Financial Statements
7
     
Item 2
Management’s Discussion and Analysis of Financial Condition and Results of Operations
11
     
Item 3
Quantitative and Qualitative Disclosures About Market Risk
14
     
Item 4
Controls and Procedures
14
     
     
     
PART II
OTHER INFORMATION
 
     
Item 1
Legal Proceedings
15
     
Item 1A
Risk Factors
15
     
Item 2
Unregistered Sales of Equity Securities and Use of Proceeds
15
     
Item 3
Defaults upon Senior Securities
15
     
Item 4
Removed and Reserved
15
     
Item 5
Other Information
15
     
Item 6
Exhibits
15
 
 
 
References in this report to “we,” “our,” “us” or the “Company” refer to Signature Eyewear, Inc.
 
 

 
 
2

 
PART I.
 
FINANCIAL INFORMATION
 

Item 1.   Financial Statements
 
SIGNATURE EYEWEAR, INC.
BALANCE SHEETS
AT APRIL 30, 2010 (UNAUDITED)
AND OCTOBER 31, 2009 (AUDITED)

 
ASSETS
 
   
April 30,
   
October 31,
 
   
2010
   
2009
 
Current assets
           
             
Cash and cash equivalents
  $ 618,370     $ 431,037  
Accounts receivable - trade, net of allowance for
               
doubtful accounts of $42,163
    2,873,659       2,565,125  
Inventory     3,182,879       3,843,793  
Promotional products and materials
    175,852       209,847  
Prepaid expenses and other current assets
    265,864       263,594  
Deferred income taxes
    376,500       376,500  
                 
Total current assets
    7,493,124       7,689,896  
                 
Property and equipment, net
    323,470       313,324  
Deposits and other assets
    80,000       250,500  
Deferred income taxes
    2,600,700       2,600,700  
                 
Total assets
  $ 10,497,294     $ 10,854,420  
 
 
 
 
The accompanying notes are an integral part of these financial statements.
 
 
3

 
SIGNATURE EYEWEAR, INC.
BALANCE SHEETS
AT APRIL 30, 2010 (UNAUDITED)
AND OCTOBER 31, 2009 (AUDITED)

 
LIABILITIES AND SHAREHOLDERS EQUITY
 
   
April 30,
   
October 31,
 
   
2010
   
2009
 
Current liabilities
           
Accounts payable - trade
  $ 3,448,098     $ 3,532,159  
Accrued expenses and other current liabilities
    1,511,074       1,538,516  
Current portion of long-term debt
    415,000       415,000  
                 
Total current liabilities
    5,374,172       5,485,675  
                 
Long-term debt, net of current portion
    3,260,000       3,805,000  
                 
Total liabilities
    8,634,172       9,290,675  
                 
Commitments and contingencies
               
                 
Shareholders' equity
               
Preferred stock, $0.001 par value
               
5,000,000 shares authorized
               
Series A 2% convertible preferred stock, $0.001
               
par value; liquidation preference (approximately
               
$924,000 and $915,000 at April 30, 2010
               
and October 31, 2009 respectively);
               
1,360,000 shares authorized;
               
1,200,000 issued and outstanding
    1,200       1,200  
Common stock, $0.001 par value;
               
30,000,000 shares authorized;
               
6,955,639 shares issued
               
and outstanding
    6,956       6,956  
Additional paid-in capital
    15,656,812       15,656,812  
Accumulated deficit
    (13,801,846 )     (14,101,223 )
                 
Total shareholders' equity
    1,863,122       1,563,745  
                 
 Total liabilities and shareholders' equity
  $ 10,497,294     $ 10,854,420  
 
 
The accompanying notes are an integral part of these financial statements.
 
 
4

 
SIGNATURE EYEWEAR, INC.
STATEMENTS OF INCOME
FOR THE THREE MONTHS AND SIX MONTHS ENDED APRIL 30, 2010 (UNAUDITED)
AND APRIL 30, 2009 (UNAUDITED)

 
 
   
For The Three Months Ended
   
For The Six Months Ended
 
   
2010
   
2009
   
2010
   
2009
 
                         
Net sales
  $ 5,858,595     $ 6,111,339     $ 11,027,475     $ 12,070,694  
Cost of sales
    2,176,887       2,204,263       4,097,684       4,314,979  
                                 
Gross profit
    3,681,708       3,907,076       6,929,791       7,755,715  
                                 
Operating expenses
                               
Selling
    2,245,840       2,220,120       4,151,476       4,358,937  
General and administrative
    1,186,604       1,379,957       2,295,195       2,804,082  
Depreciation and amortization
    48,759       36,838       93,688       71,666  
Total operating expenses
    3,481,203       3,636,915       6,540,359       7,234,685  
                                 
Income from operations
    200,505       270,161       389,432       521,030  
                                 
Interest expense/other, net
    (43,785 )     (52,734 )     (89,620 )     (103,777 )
                                 
Income before income taxes
    156,720       217,427       299,812       417,253  
Income taxes
    -       1,067       435       2,148  
                                 
Net income
    156,720       216,360       299,377       415,105  
Preferred stock dividend
  $ (4,577 )   $ (4,486 )   $ (9,130 )   $ (8,950 )
Net income available to common shareholders
  $ 152,143     $ 211,874     $ 290,247     $ 406,155  
Basic earnings per share
  $ 0.02     $ 0.03     $ 0.04     $ 0.06  
                                 
Diluted earnings per share
  $ 0.02     $ 0.03     $ 0.04     $ 0.05  
                                 
Weighted-average common shares
                               
outstanding - Basic
    6,955,639       6,955,639       6,955,639       6,955,639  
                                 
Weighted-average common shares
                               
outstanding - Diluted
    8,334,691       8,307,472       8,334,591       8,307,472  
 
 
The accompanying notes are an integral part of these financial statements.
 
 
5

 
SIGNATURE EYEWEAR, INC.
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED APRIL 30, 2010(UNAUDITED
AND APRIL 30, 2009 (UNAUDITED)

 
   
2010
   
2009
 
Cash flows from operating activities
           
    Net income   $ 299,377     $ 415,105  
    Adjustments to reconcile net income                
        to net cash provided by                
        operating activities:                
       Depreciation and amortization     93,688       71,666  
       (Increase) decrease in:                
           Accounts receivable - trade     (308,534 )     (234,976 )
           Inventories     660,914       877,851  
           Promotional products and materials     33,995       (82,677 )
           Prepaid expenses and other current assets     (2,270 )     97,138  
       Increase (decrease) in:                
           Accounts payable - trade     (84,061 )     (769,354 )
           Accrued expenses and other current liabilities     (27,442 )     (253,966 )
              .  
Net cash provided by operating activities
    665,667       120,787  
                 
Cash flows from investing activities
               
    Purchase of property and equipment     (103,834 )     (46,698 )
    Deposits and other assets     170,500       (670 )
                 
Net cash provided by (used in) investing activities
    66,666       (47,368 )
                 
Cash flows from financing activities
               
    Net borrowings (payments) on lines of credit     (400,000 )     100,000  
    Payments on long-term debt     (145,000 )     (145,000 )
                 
Net cash used in financing activities
    (545,000 )     (45,000 )
                 
Net increase in cash and cash equivalents
    187,333       28,419  
                 
                 
Cash and cash equivalents, beginning of period
    431,037       305,628  
                 
Cash and cash equivalents, end of period
  $ 618,370     $ 334,047  
                 
                 
Supplemental disclosures of cash
               
flow information                
                 
    Interest paid   $ 46,573     $ 62,194  
                 
    Income taxes paid   $ 435     $ 2,148  
 
The accompanying notes are an integral part of these financial statements.
 
 
6

 
NOTES TO FINANCIAL STATEMENTS
 
(Information as of April 30, 2010 and for the three and six months ended
April 30, 2010 and 2009 is unaudited)
 
Note 1.  Organization and Line of Business
 
Signature Eyewear, Inc. (the “Company”) designs, markets and distributes eyeglass frames throughout the United States and internationally.  The Company conducts its operations primarily from its principal executive offices and warehouse in Inglewood, California.
 
 
Note 2.  Summary of Significant Accounting Policies
 
Basis of Presentation
 
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.  In the opinion of management, all normal, recurring adjustments considered necessary for a fair presentation have been included.  These financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended October 31, 2009.  The results of operations for the six months ended April 30, 2010 are not necessarily indicative of the results that may be expected for the year ending October 31, 2010.
 
Inventory
 
Inventory consists of finished goods, which are valued at the lower of cost or market.  Cost is computed using the weighted-average cost, which approximates actual cost on a first-in, first-out basis.
 
The Company regularly and periodically evaluates its inventory to ensure that it is valued at the lower of cost or market based on current market trends, product history and turnover.
 
Property and Equipment
 
Property and equipment are recorded at cost.  Depreciation and amortization are provided using the straight-line method over the estimated useful lives of the assets as follows:
 
Office furniture and equipment
7 years
Computer equipment
3 years
Software
3 years
Machinery and equipment
5 years
Leasehold improvements
Term of the lease or the estimated life of the related improvements, whichever is shorter

 
7

 
Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized.
 
Fair Value of Financial Instruments
 
For certain of the Company's financial instruments, including cash and cash equivalents, accounts receivable, accounts payable-trade, and line of credit, the carrying amounts approximate fair value due to their short-term maturities.  The amounts shown for long-term debt also approximate fair value because current interest rates offered to the Company for debt of similar maturities are substantially the same.
 
Income per Share
 
Basic income per share is computed by dividing the income available to common shareholders by the weighted-average number of common shares outstanding.  Diluted income per share is computed similar to basic income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.  The following data show the amounts used in computing earnings per share and the effect on the weighted average number of shares of dilutive potential common stock:
 
 
Three months ended April 30, 2010
 
Income
(Numerator)
   
Shares
(Denominator)
   
Per Share
Amount
 
                   
Basic earnings
  $ 152,143       6,955,639     $ 0.02  
Conversion of preferred stock
    4,577       1,378,952       0.00  
Diluted earnings
  $ 156,720       8,334,591     $ 0.02  
 

Three months ended April 30, 2009
 
Income
(Numerator)
   
Shares
(Denominator)
   
Per Share
Amount
 
                   
Basic earnings
  $ 211,874       6,955,639     $ 0.03  
Conversion of preferred stock
    4,486       1,351,833       0.00  
Diluted earnings
  $ 216,360       8,307,472     $ 0.03  

 
8

 


Six months ended April 30, 2010
 
Income
(Numerator)
   
Shares
(Denominator)
   
 
Per Share
Amount
 
                   
Basic earnings
  $ 290,247       6,955,639     $ 0.04  
Conversion of preferred stock
    9,130       1,378,952       0.00  
Diluted earnings
  $ 299,377       8,334,591     $ 0.04  

Six months ended April 30, 2009
 
Income
(Numerator)
   
Shares
(Denominator)
   
 
Per Share
Amount
 
                   
Basic earnings
  $ 406,155       6,955,639     $ 0.06  
Conversion of preferred stock
    8,950       1,351,833       (0.01 )
Diluted earnings
  $ 415,105       8,307,472     $ 0.05  
 
 
The following potential common shares have been excluded from the computations of diluted income per share for the three and six months ended April 30, 2010 and 2009 because the effect would have been anti-dilutive:
 
   
2010
   
2009
 
             
Stock options
    -       32,900  
Warrants
    300,000       300,000  
   Total
    300,000       332,900  

Foreign Currency Translation
 
In fiscal 2009, the Company maintained a branch office in Belgium, and closed this office at the end of that year.  The functional currency of this office was the euro.  Assets and liabilities are translated at exchange rates in effect at the balance sheet date.  Income and expense accounts are translated at average rates.  In addition, some of the Company’s liabilities are denominated in foreign currencies. Such liabilities are converted into U.S. dollars at the exchange rate prevailing at the balance sheet date.  The resulting gains or losses were not material for the three months and six months ended April 30, 2009 or 2010.
 
Estimates
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.  Actual results could differ from those estimates.
 
Significant Recent Accounting Pronouncements
 
The recent accounting pronouncements discussed in the notes to the Company’s audited financial statements for the year October 31, 2009 included in the Company’s Annual Report on Form 10-K that were required to be adopted during the year ended October 31, 2009 did not have and are not expected to have a significant impact on the Company’s 2010 financial statements.
 
 
9

 
Note 3.   Long-Term Debt
 
Long-term debt (excluding accrued and unpaid interest) consisted of the following at the dates indicated:
 
   
April 30,
2010
   
October 31,
2009
 
Revolving line of credit from Comerica Bank
  $ 2,100,000     $ 2,500,000  
Revolving line of credit from Bluebird Finance Limited
    1,450,000       1,595,000  
Term note payable to Ashford Capital, LLC.
    125,000       125,000  
      3,675,000       4,220,000  
                 
Less current portion
    (415,000 )     (415,000 )
Long-term portion
  $ 3,260,000     $ 3,805,000  

 
Note 4.   Income Taxes
 
As of April 30, 2010, the Company had net operating loss carry-forwards for federal and state income tax purposes of approximately $15,156,000 and $4,271,000, respectively, which expire at various times from 2021 through 2027.
 
The Company has recorded a partial benefit for income taxes based on these net operating loss carryforwards.  Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not a portion of deferred tax assets will not be realized.
 
Realization of this deferred tax asset is dependent on the Company’s ability to generate future taxable income.  Management believes that it is more likely than not that the Company will generate taxable income to utilize some of the tax carry-forwards before their expiration.  However, there can be no assurance that the Company will meet its expectation of future income.  As a result, the amount of the deferred tax asset considered realizable could be reduced in the near term if estimates of future taxable income are reduced.  Such occurrence could materially adversely affect the Company’s results of operations and financial condition.
 
 
Note 5.   Subsequent Event
 
Subsequent to April 30, 2010, the Company paid off its term note to Ashland Capital in the principal amount of $125,000.  In addition, the warrants to purchase 300,000 shares of common stock, which warrants had been issued to Ashland Capital in connection with the term note, expired without being exercised.
 
 
10

 
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
The following discussion and analysis, which should be read in connection with the Company’s financial statements and accompanying footnotes, contains forward-looking statements that involve risks and uncertainties.  Important factors that could cause actual results to differ materially from the Company’s expectations are set forth in Item 1 – Business – Factors That May Affect Our Future Operating Results, in our Form 10-K for the year ended October 31, 2009 as well as those discussed elsewhere in this Form 10-Q.  Those forward-looking statements may relate to, among other things, the Company’s plans and strategies, new product lines, and relationships with licensors, distributors and customers, distribution strategies and the business environment in which the Company operates.
 
Overview
 
We generate revenues through the sale of prescription eyeglass frames and sunwear under licensed brand names, including bebe, Carmen Marc Valvo, Cutter & Buck, Dakota Smith, Hart Schaffner Marx, Hummer, Laura Ashley, Michael Stars and Nicole Miller, and under our proprietary Signature brand.  Our cost of sales consists primarily of purchases from foreign contract manufacturers that produce frames and cases to our specifications.
 
We reported net income of $157,000 on net sales of $5.9 million for the three months ended April 30, 2010 (the “2010 Quarter”) compared to net income of $216,000 on net sales of $6.1 million for the three months ended April 30, 2009 (the “2009 Quarter”).  We reported net income of $299,000 on net sales of $11.0 million for the six months ended April 30, 2010 (the “2010 Six Months”) compared to net income of $415,000 on net sales of $12.1 million for the six months ended April 30, 2009 (the “2009 Six Months”).  The decrease in net sales in the 2010 Quarter was due to the deepening recession and production delays at our Chinese manufacturers due primarily to labor shortages.  These labor shortages may result in production delays for at least the next several quarters and higher frame prices. The decrease in net income in the 2010 periods was due primarily to lower revenues and a lower gross margin partially offset by lower operating expenses and interest expense.
 
Results of Operations
 
The following table sets forth for the periods indicated selected statements of income data shown as a percentage of net sales.
 
 
 
 
11

 
   
Three Months Ended
   
Six Months Ended
 
   
April 30,
   
April 30,
 
   
2010
   
2009
   
2010
   
2009
 
Net sales
    100.0 %     100.0 %     100.0 %     100.0 %
Cost of sales
    37.2       36.1       37.2       35.7  
Gross profit
    62.8       63.9       62.8       64.3  
Operating expenses:
                               
Selling
    38.3       36.3       37.6       36.1  
General and administrative
    20.3       22.6       20.8       23.2  
Depreciation and amortization
    0.8       0.6       0.8       0.6  
Total operating expenses
    59.4       59.5       59.2       59.9  
Income from operations
    3.4       4.4       3.6       4.4  
Interest expense/other, net
    (0.7 )     (0.9 )     (0.8 )     (0.9 )
Income before income taxes
    2.7       3.5       2.8       3.5  
Income taxes
    0.0       0.0       0.0       0.0  
Net income
    2.7 %     3.5 %     2.8 %     3.5 %

 
Net Sales.  Net sales decreased by 4.1% or $253,000 from the 2009 Quarter to the 2010 Quarter and by 8.6% or $1,043,000 from the 2009 Six Months to the 2010 Six Months.  Unit sales decreased in the 2010 Six Months despite a slight increase in unit sales in the 2010 Quarter. However, the deepening recession resulted in a decrease in the average sales price of our frames in the 2010 periods, as consumers continued to purchase lower cost frames and we offered higher customer discounts.  In addition, net sales were materially impacted in the 2010 Six Months by production delays at our Chinese manufacturers due primarily to labor shortages and may continue to impact us for at least the next several quarters.
 
Direct sales to independent optical retailers and distributors decreased $463,000 in the 2010 Quarter and $921,000 in the 2010 Six Months.  Sales to optical and retail chains increased $132,000 in the 2010 Quarter after decreasing $246,000 in the first quarter of fiscal 2010.  International sales increased $105,000 in the 2010 Quarter, resulting in a $28,000 increase in the 2010 Six Months.
 
Net sales reflect gross sales less a reserve for product returns established by us based on products that we are aware will be returned as of that date.  Our reserves were $465,000 and $443,000 at April 30, 2010 and October 31, 2009, respectively.  We had $0.9 million and $1.0 million in product returns for the 2010 Quarter and 2009 Quarter, respectively, resulting in a product returns percentage of 14.6% and 16.4%, respectively.  We had $1.6 million and $1.8 million in product returns for the 2010 Six Months and 2009 Six Months, respectively, resulting in a product returns percentage of 14.6%, respectively.
 
Gross Profit and Gross Margin.  Gross profit decreased $225,000 from the 2009 Quarter to the 2010 Quarter and $826,000 from the 2009 Six Months to the 2010 Six Months due to decreased sales.  Gross margin was 62.8% in the 2010 Quarter and 2010 Six Months, down from 63.9% in the 2009 Quarter and 64.3% in the 2009 Six Months.  The decrease in gross margin was due to sales of lower priced frames, which have a lower margin, constituting a higher percentage of our net sales.
 
 
12

 
Selling Expenses.  Selling expenses increased $26,000 from the 2009 Quarter to the 2010 Quarter.  Selling expenses decreased $207,000 from the 2009 Six Months to the 2010 Six Months primarily due to decreases of $109,000 in advertising expense and $133,000 in selling compensation.
 
General and Administrative Expenses.  General and administrative expenses for the 2010 Quarter and 2010 Six Months decreased $193,000 and $509,000, respectively, from the comparable 2009 periods primarily due to the closing of our Belgium office at the end of fiscal 2009.  These decreases were also due to a decrease of $55,000 in professional fees in the 2010 Quarter, and decreases of $114,000 in professional fees and $93,000 in telephone expense in the 2010 Six Months.
 
Interest Expense/Other, Net. Interest expense, net, consists of interest expense offset by other income.  Interest expense, net, decreased $9,000 in the 2010 Quarter and $14,000 in the 2010 Six Months primarily due to reductions in outstanding borrowings.
 
Income Taxes.  As a result of our net loss carry-forward, we had no income tax expense other than franchise taxes in various states in the 2010 Quarter or the 2009 Quarter.
 
Financial Condition, Liquidity and Capital Resources
 
Our accounts receivable (net of allowance for doubtful accounts) were $2.9 million at April 30, 2010 compared to $2.6 million at October 31, 2009, due principally to extended payment terms offered to customers.
 
Our inventories (at lower of cost or market) were $3.2 million at April 30, 2010 compared to $3.8 million at October 31, 2009.  The decrease was due to our continuing efforts to reduce our inventory levels taking into account current economic conditions, and slower deliveries from our frame manufacturers.
 
Our long-term debt (including current portion) was $4.2 million at October 31, 2009 and $3.7 million at April 30, 2010.  See Notes 3 and 5 of Notes to Financial Statements for further information regarding our long-term debt.  At April 30, 2010, the interest rate on our Comerica Bank revolving line of credit was 4.0% per annum and we had $1.5 million of additional borrowing capacity under that line.
 
Of our accounts payable at April 30, 2010, approximately $90,000 were payable in foreign currency.  To monitor risks associated with currency fluctuations, we periodically assess the volatility of certain foreign currencies and review the amounts and expected payment dates of our purchase orders and accounts payable in those currencies.
 
We believe that, for the next four fiscal quarters, assuming that there are no unanticipated material adverse developments and no greater production disruptions with our frame manufacturers, we continue to be in compliance with our credit facilities and we maintain current sales levels, our cash flows from operations and through credit facilities will be sufficient to enable us to pay our debts and obligations as they mature.
 
Inflation
 
We do not believe our business and operations have been materially affected by inflation.
 
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Item 3.    Quantitative and Qualitative Disclosures About Market Risk
 
Not applicable.
 
 
Item 4.    Controls and Procedures
 
We maintain disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) that are designed to assure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.
 
In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide reasonable assurance only of achieving the desired control objectives, and management necessarily is required to apply its judgment in weighing the costs and benefits of possible new or different controls and procedures.  Limitations are inherent in all control systems, so no evaluation of controls can provide absolute assurance that all control issues and any fraud within the company have been detected.
 
As required by Exchange Act Rule 13a-15(b), as of the end of the period covered by this report, management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer (the same person has both titles), evaluated the effectiveness of our disclosure controls and procedures.  Based on this evaluation, management concluded that our disclosure controls and procedures were effective as of that date.
 
There was no change in our internal control over financial reporting during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
 
 
 
 
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PART II.
 
OTHER INFORMATION
 
Item 1.       Legal Proceedings
 
Nothing to report.
 
 
Item 1A.    Risk Factors
 
Not applicable.
 
 
Item 2.       Unregistered Sales of Equity Securities and Use of Proceeds
 
Nothing to report.
 
 
Item 3.       Defaults upon Senior Securities
 
Nothing to report.
 
 
Item 4.       Removed and Reserved
 
 
Item 5.       Other Information
 
Nothing to report.
 
 
Item 6.       Exhibits
 
See Exhibit Index attached.
 
 
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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.
 
  SIGNATURE EYEWEAR, INC.  
     
     
       
Date:       June 3, 2010
By:
/s/ Michael Prince  
    Michael Prince  
    Chief Executive Officer  
   
Chief Financial Officer
 
 
 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
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EXHIBIT INDEX
 
 
 
Exhibit Number
 
Exhibit Description
     
31.1
 
Certification Pursuant to SEC Rule 13a-14(a)/15d-14(a)
     
32.1
 
Certification Pursuant to 18 U.S.C. § 1350
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


 
 
 
 
 
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