| U.S. Vision, Inc. | |||
| Proposed Ticker: | USVI | 1 Harmon Drive | |
| Exchange: | NASDAQ-National Market | Blackwood, NJ 08012 | |
| Industry: | Retail (SIC Code 5995) | (609) 228-1000 | |
| # of Employees: | 2500 | ||
| Type of Shares: | Common Shares | Filing Date: | 9/17/97 | |
| U.S. Shares Filed: | 4,000,000 | Filing Range: | $11.00 - $13.00 | |
| Non-U.S. Shares Filed: | 0 | Offering Amount: | $48,000,000 | |
| Primary Shares: | 2,500,000 | Expenses: | $550,000 | |
| Secondary Shares: | 1,500,000 | Shares Out After: | 7,072,043 |
| Manager | Tier | Phone |
| Salomon Brothers Inc. | Lead Manager | (212) 783-2947 |
| Janney Montgomery Scott | Co-manager | (215) 665-6520 |
| Issuer's Law Firm: | Sayles Lidji & Casterline |
| Bank's Law Firm: | Dewey Ballantine |
| Auditor: | Ernst & Young |
| Registrar/Transfer Agent: | Registrar and Transfer Company, New Jersey |
Dollar amounts in U.S. millions except for per share data | |||||
| 6 Month Ending Financials | |||||
| Full Year Audited Income | Latest Unaudited Income | Prior Unaudited Income | Balance Sheet | ||
| 1/31/97 | 7/31/97 | 7/31/96 | 7/31/97 | ||
| Revenue: | $111.54 | $62.05 | $57.37 | Assets: | $61.83 |
| Net Income: | $4.51 | $4.15 | $3.13 | Curr Assets: | $33.09 |
| EPS: | $0.62 | $0.57 | $0.43 | Liabilities: | $45.09 |
| Prior EPS: | -$0.28 | $1.36 | Curr Liabilities: | $25.77 | |
| Cash Flow/Oper: | $4.17 | $3.87 | -$0.76 | Equity: | $16.74 |
| Cash Flow/Fin: | -$0.83 | -$3.54 | -$1.41 | Cash: | $0.43 |
| Cash Flow/Inv: | -$4.49 | -$3.54 | Working Cap: | $7.32 | |
| Business Description |
| The company is a leading retailer of optical products and services primarily through licensed retail optical departments located in national and regional department stores. The company's retail optical departments are generally full-service retail vision care stores that offer an extensive selection of designer brands and private label prescription eyewear, contact lenses, sunglasses and accessories with an on-premises, independent optometrist who performs complete eye examinations and prescribes eyeglasses and contact lenses. As of July 31, 1997, the Company operated 558 locations in 48 states, consisting of 495 licensed retail optical departments and 63 freestanding stores. The Company currently operates 368 J.C. Penney Company, Inc. ("J.C. Penney") retail optical departments and is J.C. Penney's primary optical licensee. In addition, the Company operates 57 Sears Roebuck and Co. ("Sears") retail optical departments and 70 retail optical departments in regional department stores such as Federated (Rich's, Burdines and Lazarus), May (Kaufmann's, Famous Barr and L.S. Ayres), Marshall Fields and Carson Pirie Scott, among others. The Company's freestanding stores are generally located in malls and shopping centers. |
| Competition |
| The retail optical business is highly competitive, and many of the Company's competitors have greater financial and other resources than the Company. The Company competes with other national, regional and local retail optical chains and independent optical retailers. Optical retailers generally serve individual or local markets and, as a result, competition is fragmented and varies substantially among locations and geographic areas. The principal competitive factors affecting the Company's retail operations are merchandise selection, quality and consistency of products and services, price, location within the host store, convenience, availability of on-site professional eye examinations andaccess to a host store's private label credit card. The retail optical industry engages in price-related promotional offers as a standard marketing practice. Periods of intense price competition resulting from such offers could materially affect the Company's profitability. Additionally, the Company faces competition from advances in vision correction technologies, including laser surgery and other surgical vision correction procedures. This could result in decreased demand for eyeglasses and contact lenses, which could have a material adverse effect on the Company's business, financial condition or results of operations. To the extent U.S. Vision's customers may not be covered by its eye care benefit plans, the Company may compete with other vision care benefit plans and retailers who provide alternative vision care plans. As the number of national and regional managed vision care programs increase, competition for customers will intensify among the various vision care programs. |
| Business Plan |
| The company intends to pursue a strategy of growth through internal expansion and acquisitions, as opportunities arise. This strategy is likely to place significant demands on the Company's capital, operational and management resources and may expose the Company to a variety of risks, including the risk that the Company will be unable to retain personnel or acquire other resources necessary to service such growth adequately. The Company's expansion strategy is predominantly dependent upon its expansion within its current host stores, particularly J.C. Penney. |
| Use of Proceeds |
| The proceeds from the proposed offering will be used to repay certain outstanding indebtedness and for working capital and for general corporate purposes including store openings and remodelings. |
| Name of Shareholder | % Owned Before | % Owned After |
| J. Roger Sullivan, Jr. | 36.80% | 16.80% |
| Dennis J. Shaughnessy | 36.80% | 16.80% |
| Grotech III Pennsylvania Fund, L.P. | 28.70% | 9.50% |
| E. Theodore Stolberg | 28.70% | 9.50% |
| Richard K. McDonald | 13.90% | 6.30% |
| Keystone Ventures IV L.P. | 10.20% | 4.70% |
| G. Kenneth Macrae | 10.20% | 4.70% |
| Constitution Partners I, L.P. | 9.20% | 4.20% |
| William A. Schwartz, Jr. | 6.00% | 4.00% |
| Officer Name | Title | Age |
| Reid V. Eikner | Executive Vice President, Finance and Administration | 54 |
| Gayle E. Schmidt | Executive Vice President, Manufacturing | 45 |
| George T. Gorman | Executive Vice President, Retail | 46 |
| James M. McGrath | Executive Vice President, Retail Operations | 57 |
| William A. Schwartz,Jr. | President, Chief Executive Officer and Director | 56 |
| George E. McHenry, Jr. | Secretary, Treasurer and Chief Financial Officer | 45 |