PINX:UVIC Unilens Vision, Inc. Quarterly Report 10-Q Filing - 3/31/2012

Effective Date 3/31/2012

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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 March 31, 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

 

27-2254517

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

 

10431 72nd Street North, Largo, Florida

 

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).     ¨ 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  ¨ 

  

Accelerated filer  ¨ 

  

Non-accelerated filer  ¨ 

  

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 May 15, 2012 there were 2,369,354 outstanding shares of common stock.

 

 

 

1


 
 

 

UNILENS VISION INC.

                                                                                                                               

FORM 10-Q

                                                                                                                               

For the Quarterly Period Ended March 31, 2012

                                                                                                                               

INDEX

 

 

 

  

 

 

 

  

Page

Part I.

  

Financial Information

 

 

  

 

 

 

 

 

 

 

 

 

  

Item 1.

  

Unaudited Financial Statements

 

 

 

 

 

 

 

 

 

 

 

 

 

Condensed Consolidated Balance Sheets

 

3

 

 

 

 

 

 

 

 

 

 

 

Condensed Consolidated Statements of Income and Changes in Accumulated Deficit

4

 

 

 

 

 

 

 

 

 

 

 

Condensed Consolidated Statements of Cash Flows

5

 

 

 

 

 

 

 

 

 

 

 

Notes to the Unaudited Condensed Consolidated Financial Statements

6

 

 

 

 

 

 

 

 

 

 

 

Report of Independent Registered Public Accounting Firm

12

 

 

 

 

 

 

 

 

  

Item 2.

  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

  

13

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

Item 3.

  

Quantitative and Qualitative Disclosures About Market Risk

  

16

 

 

 

 

 

 

 

 

  

Item 4.

  

Controls and Procedures

  

16

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Part II.

  

Other Information

 

 

  

 

 

 

 

 

 

 

 

 

 

Item 1.

  

Legal Proceedings

 

17

 

 

 

 

 

 

 

 

  

Item 1A.

  

Risk Factors

  

17

 

 

 

 

 

 

 

 

 

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

17

 

 

Item 3.

 

Defaults Upon Senior Securities

 

17

 

 

Item 4.

 

Mine Safety Disclosures

 

17

 

 

Item 5.

 

Other Information

 

17

 

  

Item 6.

  

Exhibits

  

17

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Signatures

 

 

 

 

  

18

 

 

 

 

 

  

 

                   

                                                                                                                               


2

 
 

 

PART I – FINANCIAL INFORMATION

Item 1 – Unaudited Financial Statements

 

Unilens Vision Inc.

Condensed Consolidated Balance Sheets

March 31, 2012 (Unaudited) and June 30, 2011

 

 

 

March 31, 2012

 

June 30, 2011

ASSETS

 

 

 

 

 

Current

 

 

 

 

 

Cash and cash equivalents

 

$

466,427 

$

601,360 

Accounts receivable, net of allowance of $108,992 and $129,644

     at March 31, 2012 and June 30, 2011, respectively

 

 

752,347 

 

844,200 

Royalties and other receivables

 

 

639,498 

 

1,028,873 

Inventories

 

 

695,177 

 

678,674 

Prepaid expenses

 

 

63,824 

 

31,951 

Income taxes receivable

 

 

5,890 

 

52,200 

Deferred loan costs – current

 

 

19,443 

 

19,443 

Deferred tax asset – current

 

 

152,100 

 

153,500 

Total current assets

 

 

2,794,706 

 

3,410,201 

Property, plant, and equipment, net of accumulated depreciation of $5,231,823

      and $5,107,797 at March 31, 2012 and June 30, 2011, respectively

 

 

928,035 

 

549,472 

Deferred loan costs

 

 

35,058 

 

49,640 

Other assets

 

 

170,010 

 

210,252 

Deferred tax asset  

 

 

36,286 

 

187,696 

Total assets

 

$

3,964,095 

$

4,407,261 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

Current

 

 

 

 

 

Accounts payable

 

$

352,154 

$

420,862 

Accrued wages and employee benefits

 

 

253,864 

 

272,771 

Deferred income

 

 

390,381 

 

420,850 

Other accrued liabilities

 

 

51,217 

 

58,874 

Note payable – current

 

 

657,144 

 

821,576 

Total current liabilities

 

 

1,704,760 

 

1,994,933 

Fair value interest rate swap

 

 

49,657 

 

48,093 

Accrued wages and employee benefits

 

 

111,336 

 

106,053 

Note payable – long-term

 

 

3,149,998 

 

3,894,136 

Total liabilities

 

 

5,015,751 

 

6,043,215 

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 

Accumulated other comprehensive loss, net of tax

 

 

(30,971)

 

(29,997)

Deficit

 

 

(21,309,717)

 

(21,894,989)

Total stockholders’ deficit

 

 

(1,051,656)

 

(1,635,954)

Total liabilities and stockholders’ deficit

 

$

3,964,095 

$

4,407,261 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these unaudited interim consolidated financial statements.

3


 
 

 

Unilens Vision Inc.

Condensed Consolidated Statements of Income and Changes in Accumulated Deficit

For Three and Nine Months Ended March 31, 2012 and 2011

 (Unaudited) 

 

 

 

 

Three Months Ended

 

Three Months Ended

 

Nine Months Ended

 

Nine Months Ended

 

 

 

March 31,
 2012

 

March 31,
2011

 

March 31,
2012

 

March 31,
2011

Revenues:

 

 

 

 

 

 

 

 

 

Sales

 

$

1,586,941 

$

1,539,555 

$

4,622,882 

$

4,462,223 

Royalty income

 

 

635,538 

 

631,893 

 

1,920,632 

 

2,007,702 

Total revenues

 

 

2,222,479 

 

2,171,448 

 

6,543,514 

 

6,469,925 

Operating costs and expenses:

 

 

 

 

 

 

 

 

 

Cost of sales

 

 

971,793 

 

928,612 

 

2,818,749 

 

2,704,456 

Administration

 

 

327,798 

 

325,397 

 

969,799 

 

944,265 

Research and development

 

 

21,015 

 

18,971 

 

63,919 

 

55,175 

Sales and marketing

 

 

398,246 

 

376,515 

 

1,151,086 

 

1,089,318 

Total operating costs and expenses

 

 

1,718,852 

 

1,649,495 

 

5,003,553 

 

4,793,214 

Operating income

 

 

503,627 

 

521,953 

 

1,539,961 

 

1,676,711 

Other non-operating items:

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

810 

 

(13,734)

 

2,118 

 

(12,289)

Net interest expense

 

 

(59,889)

 

(66,042)

 

(200,234)

 

(208,422)

Total other non-operating items:

 

 

(59,079)

 

(79,776)

 

(198,116)

 

(220,711)

Income before income tax expense

 

 

444,548 

 

442,177 

 

1,341,845 

 

1,456,000 

Income tax expense

 

 

144,493 

 

145,385 

 

436,710 

 

477,122 

Net income for the period

 

 

300,055 

 

296,792 

 

905,135 

 

978,878 

Deficit, beginning of period

 

 

(21,503,151)

 

(22,384,815)

 

(21,894,989)

 

(22,640,417)

Dividends paid

 

 

(106,621)

 

(213,242)

 

(319,863)

 

(639,726)

Deficit, end of period

 

$

(21,309,717)

$

(22,301,265)

$

(21,309,717)

$

(22,301,265)

Net income per common share:

 

 

 

 

 

 

 

 

 

Basic

 

$

0.13 

$

0.13 

$

0.38 

$

0.41 

Diluted

 

$

0.13 

$

0.13 

$

0.38 

$

0.41 

Weighted average number of common shares

      outstanding during the period:

 

 

 

 

 

 

 

 

 

Basic

 

 

2,369,354 

 

2,369,354 

 

2,369,354 

 

2,369,354 

Effect of dilutive options

 

 

 

 

 

Diluted

 

 

2,369,354 

 

2,369,354 

 

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 Nine Months Ended March 31, 2012 and 2011

(Unaudited)

 

 

 

 

Nine Months
Ended

 

Nine Months
Ended

 

 

 

March 31, 2012

 

March 31, 2011

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

Net income for the period

 

$

905,135 

$

978,878 

Items not affecting cash:

 

 

 

 

Depreciation and amortization

 

 

124,027 

 

106,525 

Deferred tax expense

 

 

153,400 

 

82,200 

Stock based compensation

 

 

 

790 

Change in working capital items

 

 

340,839 

 

(73,087)

Net cash provided by operating activities

 

 

1,523,401 

 

1,095,306 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

Purchase of property, plant and equipment and other assets

 

 

(429,901)

 

(140,757)

Net cash used in investing activities

 

 

(429,901)

 

(140,757)

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

Repayment of borrowings under term loan

 

 

(908,570)

 

(900,000)

Loan financing costs

 

 

 

(12,562)

Common stock dividends paid

 

 

(319,863)

 

(639,726)

Net cash used in financing activities

 

 

(1,228,433)

 

(1,552,288)

Change in cash and cash equivalents during the period

 

 

(134,933)

 

(597,739)

Cash and cash equivalents, beginning of period

 

 

601,360 

 

1,080,540 

Cash and cash equivalents, end of period

 

$

466,427 

$

482,801 

Supplemental cash flow disclosure information:

 

 

 

 

 

Noncash investing and financing activities:

 

 

 

 

 

Change in fair value of interest rate swap

 

$

(1,565)

$

(21,769)

Cash paid during the period for interest

 

$

182,044 

$

195,212 

Cash paid during the period for income taxes

 

$

237,000 

$

574,691 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these unaudited interim consolidated financial statements.

 

5


 
 

 

Unilens Vision Inc.
Notes to Condensed Consolidated Financial Statements
March 31, 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 March 31, 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, 2011. 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 quarter ended March 31, 2012, since no options were granted during such period and all options outstanding at the beginning of such period were fully vested. There was $790 of unrecognized  stock compensation expense attributable to stock options previously issued that vested on January 1, 2011, charged against income during the second fiscal quarter ended  December 31, 2011. There were no options granted during the fiscal quarter ended March 31, 2011.

 

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)
March 31, 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 nine month period ended March 31, 2012:

 

 

Number of Options

Weighted Average Exercise Price

Weighted Average Remaining Life

Outstanding, beginning of year

160,000

$4.83

8.67 Years

Exercised

           -

 

 

Granted

 

 

 

Directors/Employees

           -

 

 

Consultants

           -

 

 

Sub-total granted

           -

 

 

Expired/cancelled

           -

 

 

Outstanding, end of period

160,000

$4.83

7.92 Years

Options exercisable, end of period

160,000

$4.83

7.92 Years

 

As of March 31, 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 nine months ended March 31, 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 March 31, 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.

 

As of March 31, 2012 the aggregate intrinsic value of options outstanding and options exercisable were both zero since the closing price of our common shares on that date of $3.11 were less then the exercise price.

 

 

7


 
 

 

Unilens Vision Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
March 31, 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 March 31, 2012

 

 

As at June 30, 2011

Raw materials

$

302,612

 

$

273,526

Work in progress

 

26,390

 

 

32,492

Finished goods

 

380,877

 

 

390,037

 

 

709,879

 

 

696,055

Less allowance for obsolescence

 

14,702

 

 

17,381

 

$

695,177

 

$

678,674

 

 

Note 5 — Supplemental Disclosure with Respect to Cash Flows

 

 

 

 

 

 

 

 

 

Nine Months

Ended

 March 31, 2012

 

Nine Months

Ended

March 31, 2011

Cash provided by (used in):

 

 

 

 

     Accounts and royalties and other receivables

$

481,227 

$

175,033 

     Inventories

 

(16,503)

 

(82,013)

     Prepaid expenses and other assets

 

(49,738)

 

(45,018)

     Accounts payable and accrued liabilities

 

(120,457)

 

58,680 

     Income taxes payable

 

46,310 

 

(179,769)

Change in working capital items

$

340,839 

$

(73,087)

 

 

 

 

 

 

During the nine months ended March 31, 2012, $72,689 of developmental costs related to our recently completed website shopping cart, were moved from other assets at June 30, 2011 to property, plant and equipment, on the accompanying condensed consolidated balance sheets.

 

8


 
 

 

Unilens Vision Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
March 31, 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 and nine months ended March 31, 2012 and 2011:

 

 

 

Three Months Ended
March 31,
2012

 

Three Months Ended
March 31,
2011

 

Nine Months Ended
March 31,
2012

 

Nine Months Ended
March 31,
2011

Disposable lenses

$

885,110 

$

924,457 

$

2,610,691 

$

2,745,649 

Custom soft lenses

 

442,078 

 

350,287 

 

1,255,758 

 

916,926 

Gas permeable lenses

 

100,177 

 

104,955 

 

289,148 

 

314,592 

Replacement and other lenses

 

159,576 

 

159,856 

 

467,285 

 

485,056 

    Total sales

$

1,586,941 

$

1,539,555 

$

4,622,882 

$

4,462,223 

 

Note 7 — Term Loan, Line of Credit and Interest Rate Swap

 

On November 9, 2009, the Company closed on a $6,900,000 5-year term loan facility and a new $1,500,000 line of credit with Regions Bank. The term loan facility, which had a six-month advance period, was entered into to fund the Stock Purchase Agreement in January 2010 and the new line of credit replaced the previous line of credit.

 

On March 31, 2011, the Company entered into an amendment to the term loan facility when the balance was $4,600,000, which reduced the minimum monthly principal payment from $100,000 to $54,762, plus accrued interest and retained the January 2015 expiration date, at which time a final balloon payment will be due. In addition, quarterly principal payments are payable to the extent the cash flow is in excess of certain specified amounts. The amendment, also redefined certain financial covenants and restrictions on the amount of cash dividend payments. The term loan bears interest at a floating rate of 30-day LIBOR plus 4.25% or 3.75% depending on whether the Company’s fixed charge coverage ratio is less than 1.75-to-1 or equal to or greater than 1.75-to-1, with a minimum interest rate of 4.75%.

 

The line of credit bears interest at a floating rate of 30-day LIBOR plus 3.25% or 3.75% depending on whether the ratio of the Company’s funded debt to its EBITDA is less than 1-to-1 or equal to or greater than 1-to-1, with a minimum interest rate of 4.75%. The maximum borrowings at any time may not exceed the lesser of (i) $1,500,000 or (ii) a sum equal to 80% of Qualified Accounts Receivables plus 50% of Qualified Inventory. The line of credit expired in November 2011, and was extended to November 2012, using the last one-year term extension option. The Company expects to have another line of credit or extension by the time this extension expires in November 2012.

 

On April 15, 2011, the Company entered into a seven-year capital equipment credit facility for up to $500,000. The capital equipment credit facility bears interest at a floating rate of 30-day LIBOR plus 3.85%. The Company will pay interest only for the initial 8 months from closing, then principal plus accrued interest on a 76 month amortization schedule. This capital equipment financing was put in place for the purchase of manufacturing equipment for additional production capacity and efficiencies. On April 19, 2011 the Company funded the purchase of manufacturing equipment with a draw of $279,998 under the equipment credit facility. On December 30, 2011 the $279,998 draw under the capital equipment credit facility was repaid with cash from operations, and the capital equipment credit facility was closed.

 

9


 
 

 

Unilens Vision Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
March 31, 2012

(Unaudited)

 

 

The term loan and the line of credit are secured by a security interest in favor of Regions Bank in our inventory, accounts receivable, general intangibles, cash and principal United States patent. Under the term loan facility, the line of credit and the capital equipment facility, the Company is required to meet customary covenants regarding, among other things, the maintenance of specified cash flow leverage and fixed charge coverage ratios 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 outstanding balances on the term loan of $3,807,142 and no outstanding balance on the line of credit at March 31, 2012. On October 21, 2011 in accordance with the term loan financial covenants for cash flow in excess of certain specified amounts, the Company made a principal payment of $135,714.

 

On August 6, 2010, the Company entered into an interest rate swap agreement facilitated by Regions Bank to manage cash flow exposure to interest rate changes with a notional amount of $5,300,000 which is scheduled to mature in January 2015. The Company does not enter into this type of financial instrument for trading or speculative purposes. The swap effectively converts the variable rate debt under the term loan as amended on March 31, 2011 of LIBOR plus 4.25% (previously 3.75%) with a minimum interest rate of 4.75%, to a fixed rate of 5.66% (previously 5.16%), without exchanging the notional principal amount. This agreement was designed as a cash flow hedge and is reflected at fair value in the condensed consolidated balance sheet as a component of total liabilities, and the related gains or losses are deferred in stockholders’ equity as a component of accumulated other comprehensive income or loss.

 

If in the future the interest rate swap agreement is determined to be ineffective or is terminated before the contractual termination date, or if it becomes probable that the hedged variable cash flows associated with the variable rate borrowing would stop, the Company would be required to reclassify into earnings all or a portion of the unrealized losses on cash flow hedges included in accumulated other comprehensive income (loss).

  

 

 Note 8 — Fair Value Disclosures

 

The authoritative guidance for fair value measurements establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The three levels of the fair value hierarchy under the guidance are described below:

 

 

 

 

     Level 1

  

Valuations based on quoted prices in active markets for identical assets or liabilities that the entity has the ability to access.

 

 

     Level 2

  

Valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities.

 

 

     Level 3

  

Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

 

In accordance with the fair value hierarchy described above, the following table shows the fair value of the Company’s interest rate swap, which is included as a component of total liabilities in the condensed consolidated balance sheet. The fair value is based on the expected cash flows over the life of the swap from a pricing model using a specific market environment.

 

10


 
 

 

Unilens Vision Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
March 31, 2012

(Unaudited)

 

 

Interest rate swap

Balance

Level 1

Level 2

Level 3

June 30, 2011

$ (48,093)

$           -

$ (48,093)

$           -

March 31, 2012

$ (49,657)

$           -

$ (49,657)

$           -

 

 

The following presents the balances and net changes in the accumulated other comprehensive loss related to the interest rate swap, net of income taxes.

 

 

 

 

Interest Rate
Swap

Balance at the June 30, 2010

$

        -

Net change in fair value of interest rate swap, net of tax of $18,096

 

(29,997)

      Balance June 30, 2011

$

(29,997)

Net change in fair value of interest rate swap, net of tax of $590

 

     (974)

      Balance March 31, 2012

$

(30,971)

 

 

 

Note 9 — 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 10 — Subsequent Events

 

On May 1, 2012, our Board of Directors declared our regular quarterly cash dividend, at the rate of $0.045 per common share, payable May 25, 2012, to stockholders of record at the close of business on May 14, 2012. This is the 23rd consecutive quarterly cash dividend declared.

 

11


 
 

Report of Independent Registered Public Accounting Firm

 

 

 

 

Board of Directors and Stockholders

Unilens Vision Inc.

Largo, Florida

  

 

We have reviewed the accompanying condensed consolidated balance sheet of Unilens Vision Inc. as of March 31, 2012 and the related condensed consolidated statements of income and changes in accumulated deficit for the three and nine month periods ended March 31, 2012 and 2011 and the condensed consolidated statements of cash flows for the nine month periods ended March 31, 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, 2011 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, 2011, 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, 2011 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 

May 15, 2012

 

12


 
 

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 and nine months ended March 31, 2012 (the “Financial Statements”), as well as our Annual Report on Form 10-K for the fiscal year June 30, 2011, 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.

 

Overview

 

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 March 31, 2012 the Company’s C-Vue disposable products accounted for approximately 56% of sales.

Sales of our specialty optical lens products accounted  for the largest percentage of our total revenues, constituting approximately 71% while royalty income derived from our exclusive license of our patented multifocal design to Bausch & Lomb was approximately 29% during the three months ended March 31, 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 for presbyopia, our C-Vue custom toric for correcting astigmatism and the C-Vue Advanced toric multifocal lens, will continue to grow over time due to market demographics favoring  specialty lenses.

 

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.

 

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, a unit of Johnson and Johnson, Bausch & Lomb, Ciba Vision Corporation, a division of Alcon/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 48% 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.

 

 

13


 
 

 

Third Quarter Highlights

 

·         Sales and total revenue for the third quarter of fiscal 2012 increased 3.1% and 2.4% compared to the third quarter of fiscal 2011.

·         Operating expenses increased 3.6% compared to the third quarter of fiscal 2011.

·         Net income increased 1.1% compared to the third quarter of fiscal 2011.

·         Earnings per share were $0.13 compared to $0.13 in the third quarter of fiscal 2011.

·         Paid our 22nd consecutive quarterly dividend, at $0.045 per share in February 2012. On May 1, 2012 we declared our 23rd consecutive quarterly dividend, at an annual rate of $0.18 per share or $0.045 per share quarterly, a dividend yield of 5.2% based on the April month end closing price of $3.46.

 

Results of Operations

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 March 31

Nine Months Ended March 31

 

 

2012

 

2011

 

2012

 

2011

 

 

  $

% of Revenues

 

  $

% of Revenues

 

  $

% of Revenues

 

  $

% of Revenues

Revenues

2,222,479 

100.0       

 

2,171,448 

100.0       

 

6,543,514 

100.0       

 

6,469,925 

100.0       

Operating costs and expenses

1,718,852 

77.3       

 

1,649,495 

76.0       

 

5,003,553 

76.5       

 

4,793,214 

74.1       

Operating income

503,627 

22.7       

 

521,953 

24.0       

 

1,539,961 

23.5       

 

1,676,711 

25.9       

Other non-operating items

(59,079)

(2.7)      

 

(79,776)

(3.7)      

 

(198,116)

(3.0)      

 

(220,711)

(3.4)      

Income before income tax expense

444,548 

20.0       

 

442,177 

  20.3       

 

1,341,845 

20.5       

 

1,456,000 

22.5       

 

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 March 31

Nine Months Ended March 31

 

 

2012

 

2011

 

2012

 

2011

 

 

  $

% of Sales

 

  $

% of Sales

 

  $

% of Sales

 

  $

% of Sales

Sales

1,586,941 

100.0      

 

1,539,555

100.0      

 

4,622,882

100.0      

 

4,462,223

100.0      

Cost of sales

971,793 

61.2      

 

928,612

60.3      

 

2,818,749

61.0      

 

2,704,456

60.6      

Sales and marketing

398,246 

25.1      

 

376,515

24.4      

 

1,151,086

24.9      

 

1,089,318

24.4      

Administration

327,798 

20.7      

 

325,397

21.1      

 

969,799

21.0      

 

944,265

21.2      

Research and development

21,015 

1.3      

 

18,971

1.2      

 

63,919

1.4      

 

55,175

1.2      

                         

 

Third Quarter

During the three months ended March 31, 2012 (the “Current Quarter”) we earned income before tax of $444,548 compared to income before tax of $442,177 for the three months ended March 31, 2011 (the “Prior Quarter”).  The increase in income before tax during the Current Quarter of $2,371 was from a increase in royalty income from Bausch & Lomb of $3,645 to $635,538 in the Current Quarter as compared to $631,893 in the Prior Quarter, (ii) an increase in gross margin of $4,205 from higher sales (iii) excluding cost of sales, an increase in expenses of $26,176 as described below, and (iv) a decrease in other items primarily interest expense, and other income of $20,697. After recording income tax expense of $144,493, we had net income of $300,055 or $0.13 per diluted share, for the Current Quarter. In comparison, in the Prior Quarter we had net income of $296,792 or $0.13 per diluted share after recording income tax expense of $145,385.

 

Sales during the Current Quarter were $1,586,941, an increase of $47,386 (3.1%), as compared to sales of $1,539,555 during the Prior Quarter. The disposable lens category decreased by 4.3% as sales of our C-Vue disposable multifocal lenses continue to be affected by economic conditions in the U.S. as well as competition from competitor product offerings and promotional programs. Our custom soft lens category increased by 26.2%, primarily due to increased demand of our new C-Vue Advanced® HydraVUE™ line of silicone hydrogel custom contact lenses for monthly replacement, launched a year ago in January of 2011. Our  gas permeable lens category decreased 4.6% primarily due to the continued overall decline in gas permeable fits in the contact lens industry. The replacement and other lens category decreased by 0.2% due to the expected decline in product lines that are nearing the end of their life cycle.  

 

Gross margin decreased 0.9% to 38.8% in the Current Quarter compared to 39.7% in the Prior Quarter due primarily to sales mix changes away from higher margin products and slightly higher product costs.

 

 

14


 
 

 

During the Current Quarter, as compared to the Prior Quarter, expenses increased 3.6% or $26,176. Administrative expenses increased $2,401 primarily due to increases in payroll and related expenses offset by decreases in corporate governance expenses. Sales and marketing expenses increased $21,731 primarily due to marketing costs associated with our C-Vue Advanced® HydraVUE™ line as well as higher advertising and payroll related expenses related to increasing sales, while research and development expenses increased $2,044 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 $144,493 and $145,385, respectively. The effective tax rate for the Current Quarter was 32.5% compared to 32.9% in the Prior Quarter.

Nine Months

During the nine months ended March 31, 2012 (the “Current Year”) we earned income before tax of $1,341,845 compared to income before tax of $1,456,000 for the nine months ended March 31, 2011 (the “Prior Year”).  The decrease in income before tax during the Current Year of $114,155 was from a decrease in royalty income from Bausch & Lomb of $87,070 to $1,920,632 in the Current Year as compared to $2,007,702 in the Prior Year, (ii) a increase in gross margin of $46,366 from higher sales (iii) excluding cost of sales, an increase in expenses of $96,046 as described below, and (iv) a decrease in other items primarily interest expense, and other income of $22,595. After recording income tax expense of $436,710, we had net income of $905,135 or $0.38 per diluted share, for the Current Year. In comparison, in the Prior Year we had net income of $978,878 or $0.41 per diluted share after recording income tax expense of $477,122.

 

Sales during the Current Year were $4,622,882, an increase of $160,659 (3.6%), as compared to sales of $4,462,223 during the Prior Year. The disposable lens category decreased by 4.9% as sales of our C-Vue disposable multifocal lenses continue to be affected by economic conditions in the U.S. as well as competition from competitor product offerings and promotional programs. Our custom soft lens category increased by 37.0%, primarily due to increased demand of our new C-Vue Advanced® HydraVUE™ line of silicone hydrogel custom contact lenses for monthly replacement. Our  gas permeable lens category decreased 8.1% primarily due to the continued overall decline in gas permeable fits in the contact lens industry. The replacement and other lens category decreased by 3.7% from the expected decline in product lines that are nearing the end of their life cycle offset by sales increases of Unilens replacement products due to the discontinuation of replacement lens products from several of our competitors.

 

Gross margin was down slightly at 39.0% in the Current Year compared to 39.4% in the Prior Year due primarily to sales mix changes away from higher margin products.

 

During the Current Year, as compared to the Prior Year, expenses increased $96,046. Administrative expenses increased $25,534 due to increases in payroll and related expenses and increases in director fees. Sales and marketing expenses increased $61,768 due to higher advertising and sales and payroll related expenses and research and development expenses increased $8,744 during the Current Year, as compared to the Prior Year.

 

We record income tax and income taxes payable at the statutory rates. During the Current Year and the Prior Year we recorded income tax expense of $436,710 and $477,122, respectively. The effective tax rate for the Current Year was 32.5% compared to 32.8% in the Prior Year.

 

Liquidity and Capital Resources

 

Cash and cash equivalents were $466,427 at March 31, 2012 compared to $ 601,360 at June 30, 2011.  The following is a summary of the change in our cash and cash equivalents:

 

 

 

March 31,

 

 

 

2012

 

 

2011

 

Net cash provided by operating activities

 

$

1,523,401 

 

 

$

1,095,306 

 

Net cash used in investing activities

 

 

(429,901)

 

 

 

(140,757)

 

Net cash used in financing activities

 

 

(1,228,433)

 

 

 

(1,552,288)

 

Net decrease in cash and cash equivalents

 

$

(134,933)

 

 

$

(597,739)

 

 

 

 

 

 

 

 

 

As of March 31, 2012, we had working capital of $1,089,946 representing a decrease of $325,322 from our working capital at June 30, 2011. The decrease in working capital was due to a decrease in cash, and principally to the decrease in royalty and other receivables, offset by a decrease in current notes payable related to the payoff of the capital equipment credit facility in December 2011.

 

During the nine months ended March 31, 2012, we generated $1,523,401 positive cash from operations representing an increase of $428,095 from $1,095,306 generated during the Prior Year. The increase was due primarily to the reduction of royalty and other receivables, and the payment received, for the one-time price correction receivable recorded in the fourth quarter of fiscal year 2011, offset by reductions in accounts payable and accrued expenses.

 

15


 
 

 

Investing activities for the Current Year were for the purchase of capital additions. Total capital additions were $502,590 primarily for manufacturing equipment and from developmental costs related to the completion of our website shopping cart. Cash used for these capital additions was $429,901, an increase of $289,144 from the Prior Year. Financing activities during the Current Year consisted primarily of principal repayments under our term loan facility of $628,572 compared to $900,000 in the Prior Year and the repayment of $279,998 and closing of the capital equipment credit facility with cash from operations. In addition financing activities included the payment of $319,863 of dividends to our shareholders compared to $639,726 of dividends in the Prior Year. The lower term loan principal and dividend payments in the Current Year are related to the amendment to our term loan facility in March 2011, which improved our cash flow by decreasing our monthly principal payments from $100,000 to $54,762 and reducing our quarterly dividend payments by 50% from $0.09 to $0.045 per common share. In October 2011, per the redefined financial covenants of our amended term loan facility, we made an additional principal payment of $135,714. Cash income taxes paid during the Current Quarter were $237,000 compared to $574,691 paid in the Prior Year.

 

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 nine months of fiscal 2012.

 

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 2011 Form 10-K.

 

Item 3 – Quantitative and Qualitative Disclosures about Market Risk

 

Our market risks in the normal course of business are related to changes in interest rates, which at March 31, 2012 are similar to those disclosed in the 2011 Annual Report on Form 10-K.

 

Item 4Controls 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 March 31, 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.

 

 

16


 
 

 

Part II. Other Information

 

Item 1Legal Proceedings

 

None

 

Item 1ARisk Factors

 

There have been no material changes to the risk factors set forth under Part I, Item 1A of our 2011 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

 

Item 5 – Other Information

 

None

 

Item 6Exhibits 

 

 

 

Incorporated by Reference

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

17


 
 

 

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.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

UNILENS VISION INC.

    (Registrant)

 

 

 

 

Date: May 15, 2012

 

 

 

By

 

/s/Michael J. Pecora

 

 

 

 

 

 

Name:

 

Michael J. Pecora

 

 

 

 

 

 

Title:

 

President and Chief Executive Officer

 

 

 

 

 

 

 

 

(Principal Executive Officer)

 

 

 

 

 

 

 

 

 

Date: May 15, 2012

 

 

 

By

 

/s/Leonard F. Barker

 

 

 

 

 

 

Name:

 

Leonard F. Barker

 

 

 

 

 

 

Title:

 

Vice President, Chief Financial Officer

 

 

 

 

 

 

 

 

(Principal Financial Officer and

Principal Accounting Officer)

 

 

 

18


 

 

 

 

 

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