Refac Optical Group (AMEX: REF) today announced results for the
first quarter ended April 30, 2006. The Company reported net income
for the three months ended April 30, 2006, of $1.5 million, or
$0.09 per diluted share, compared with $3.3 million, or $0.20 per
diluted share, for the prior year period. Net income from
continuing operations was $1.1 million, or $0.07 per diluted share,
for the first quarter of fiscal 2006, compared with net income from
continuing operations of $3.0 million, or $0.19 per diluted share,
for the prior year period. To provide a better understanding of
core retail optical results and trends, the Company also reported
adjusted financial results, which are non-GAAP financial measures.
Adjusted operating income from continuing operations was $2.4
million for the first quarter of 2006. The adjusted 2006 results
exclude merger-related transaction costs of $0.5 million. For the
first quarter of 2005, adjusted operating income from continuing
operations was $1.8 million. The adjusted 2005 results exclude $1.8
million in non-recurring intellectual property licensing-related
and related party consulting income, $0.2 million in non-recurring
health services contract settlements, net of expenses, and $0.05
million in asset management search expenses. The $0.6 million
improvement is primarily the result of increases in optical related
revenues. A reconciliation of non-GAAP financial measures to
results reported in accordance with GAAP is attached to this
release. Commenting on the first quarter results, J. David Pierson,
president and chief executive officer of Refac Optical Group, said,
"We are pleased with the year-over-year improvement in our adjusted
operating income during our first quarter as a combined company. In
early March, we completed our acquisition of U.S. Vision and
OptiCare, making us the sixth largest retail optical company in the
United States, the second largest independent operator of optical
stores in host retailers in terms of store count and the first in
terms of the number of brands. We made considerable progress in
integrating U.S. Vision and OptiCare and will continue to seek ways
to increase efficiencies, reduce costs and improve overall
performance." Total revenues for the three months ended April 30,
2006, increased to $47.9 million from $46.8 million for the prior
year despite a $1.7 million decline in managed vision sales from
Cole Managed Vision programs in the current period. The $1.1
million increase in revenues was principally attributable to a $2.6
million increase in retail product sales and a $0.6 million
increase in services offset by a $2.1 million decrease in
intellectual property licensing-related revenues and other
non-recurring income. On March 6, 2006, the Company completed its
acquisitions of U.S. Vision, Inc. and OptiCare Health Systems,
Inc., and on May 10, 2006, the Company's Board of Directors
approved a change in the Company's fiscal year-end from December 31
to January 31. This is the first fiscal quarter in which Refac
Optical Group, U.S. Vision and OptiCare are reporting as a combined
company. The financial results reported herein include consolidated
financial results for all three companies for all periods presented
with the quarterly results for the fiscal year ended January 31,
2006, reflecting the prior 2005 fiscal periods for the Company and
OptiCare. Mr. Pierson provided the following update, "During the
past year, we have opened 10 new fashion optical stores in three
regions of Macy's department stores, including Marshall Field's
which is converting to Macy's North and have taken a leadership
position in this emerging category. Last month, the department
store chain recognized us as its "Partner of the Year" for our work
in pioneering the introduction of optical departments on its main
fashion floor. In addition to our growth prospects within Macy's,
we are also encouraged by JCPenney's recent announcement of a major
expansion program. Our relationship with JCPenney dates back to
1981, and we are currently operating optical departments in 352
JCPenney stores. We believe that JCPenney's investment in
renovating and adding new stores will provide us with growth
opportunities. "In April, we entered into a definitive agreement to
sell OptiCare's managed vision care business to a subsidiary of
Centene Corporation, which we expect to close during the second
quarter. We believe that OptiCare's medically driven full service
eye care model gives it an advantage over the traditional eyewear
model, and with the sale of its managed vision care division, it
will concentrate on increasing its presence in Connecticut where it
is already the second largest optical retailer." In conclusion,
Pierson stated, "Our growth opportunities, coupled with an
outstanding management team and staff, make us very excited about
the future of Refac Optical Group." Reconciliation of Non-GAAP
Financial Measures This news release and the attached table include
non-GAAP financial measures as defined in the Securities and
Exchange Commission's Regulation G. Where noted, financial
information is presented on an adjusted basis to exclude the effect
of certain items as described herein. By presenting adjusted
results, management intends to provide investors with a better
understanding of the core results and underlying trends from which
to consider past performance and prospects for the future. Users of
this financial information should consider the types of events and
transactions for which adjustments have been made. The adjusted
information should not be considered in isolation or viewed as a
substitute for or superior to net income or other data prepared in
accordance with GAAP as measures of the Company's operating
performance or liquidity. In addition, the adjusted information is
not necessarily comparable to similarly titled measures provided by
other companies. Pursuant to the requirements of Regulation G, a
table follows that reconciles non-GAAP financial measures,
including those presented in this release, to the most directly
comparable GAAP measures. About Refac Optical Group Refac Optical
Group, a leader in the retail optical industry and the sixth
largest retail optical chain in the United States, operates 533
retail locations in 47 states and Canada, consisting of 509
licensed departments, six freestanding stores, 18 eye health
centers and professional optometric practices, two surgery centers,
one of which is a laser correction center, and two manufacturing
laboratories. Of the 509 licensed departments, 352 are located at
JCPenney stores, 63 at Sears, 29 at Macy's and Marshall Field's
department stores, 23 in regional department stores, 29 at The Bay,
a division of Hudson's Bay Company, Canada's oldest and largest
traditional department store retailer and 13 departments at Meijer.
These licensed departments are full-service retail vision care
stores that offer an extensive selection of designer brands and
private label prescription eyewear, contact lenses, sunglasses,
ready-made readers and accessories. Cautionary Statement Regarding
Forward-Looking Statements This News Release includes certain
statements of the Company that may constitute "forward-looking
statements" within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended, and which are made pursuant to the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements and other information relating to the Company are based
upon the beliefs of management and assumptions made by and
information currently available to the Company. Forward-looking
statements include statements concerning plans, objectives, goals,
strategies, future events, or performance, as well as underlying
assumptions and statements that are other than statements of
historical fact. When used in this document, the words "expects,"
"anticipates," "estimates," "plans," "intends," "projects,"
"predicts," "believes," "may" or "should," and similar expressions,
are intended to identify forward-looking statements. These
statements reflect the current view of the Company's management
with respect to future events. Many factors could cause the actual
results, performance or achievements of the Company to be
materially different from any future results, performance, or
achievements that may be expressed or implied by such
forward-looking statements. Investors are cautioned that all
forward-looking statements involve those risks and uncertainties
detailed in the Company's filings with the Securities and Exchange
Commission, including its Annual Report on Form 10-K for the fiscal
year ended December 31, 2005. Forward-looking statements speak only
as of the date they are made and the Company undertakes no duty or
obligation to update any forward-looking statements in light of new
information or future events. -0- *T REFAC OPTICAL GROUP UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Amounts in thousands,
except share and per share data) For the Three Months Ended April
30, ----------------------- 2006 2005 ---------- ---------- Net
revenues: Product sales $42,550 $39,949 Services 5,315 4,680
Licensing related activities 55 1,795 Other 30 390 ----------
---------- Total revenues 47,950 46,814 Operating expenses: Cost of
product sales 12,708 12,047 Cost of services 2,002 1,746 Selling,
general and administrative 29,192 27,660 Merger expense 547 --
Depreciation and amortization 1,683 1,623 ---------- ----------
Total operating expenses 46,132 43,076 Operating income 1,818 3,738
Other income (expense): Dividends and interest income 310 192
Interest expense (625) (621) ---------- ---------- Income from
continuing operations before income taxes and minority interest
1,503 3,309 Minority interest 245 236 Provision for income taxes
113 35 ---------- ---------- Income from continuing operations
1,145 3,038 Income from discontinued operations, net of taxes and
minority interest 364 238 ---------- ---------- Net income $1,509
$3,276 ========== ========== Earnings per share: Basic: Continuing
operations $0.07 $0.19 Discontinued operations 0.02 0.01 ----------
---------- Total $0.09 $0.20 ========== ========== Diluted:
Continuing operations $0.07 $0.19 Discontinued operations 0.02 0.01
---------- ---------- Total $0.09 $0.20 ========== ==========
Weighted average shares outstanding: Basic 17,533,613 16,491,902
Diluted 17,847,642 16,494,818 REFAC OPTICAL GROUP UNAUDITED
CONDENSED CONSOLIDATED BALANCE SHEETS (Amounts in thousands, except
share and per share data) April 30, January 31, 2006 2006
---------- ---------- ASSETS Current Assets: Cash and cash
equivalents $8,260 $10,129 Accounts receivable, net of allowances
for doubtful accounts of $247 and $220 at April 30, 2006 and
January 31, 2006, respectively 8,287 10,676 Investments being held
to maturity 23,461 24,229 Inventories 20,645 20,205 Prepaid
expenses and other current assets 1,039 1,057 Restricted cash and
investments being held to maturity 4,223 4,849 Assets held for sale
1,697 2,092 ---------- ---------- Total current assets 67,612
73,237 ---------- ---------- Property and equipment, net 33,183
34,544 Licensed optical department agreements 17,107 14,595
Goodwill 6,137 4,746 Other intangibles, net 288 300 Assets held for
sale, non-current 8,833 5,384 Other assets 1,299 1,452 ----------
---------- Total assets $134,459 $134,258 ========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts
payable $9,184 $8,627 Accrued expenses 6,514 8,958 Accrued salaries
and related expenses 2,018 1,783 Customer deposits 3,552 3,358
Deferred revenue 3,353 3,174 Current portion of capital lease
obligations 695 724 Current portion of long-term debt 3,586 4,926
Liabilities of held for sale business 3,390 3,991 Other current
liabilities 470 940 ---------- ---------- Total current liabilities
32,762 36,481 ---------- ---------- Capital lease obligations, net
of current portion 1,214 1,372 Long-term debt, net of current
portion 2,826 3,378 Revolving line of credit 12,023 14,983
Subordinated vendor debt 9,000 10,000 Other long-term liabilities
330 389 Minority interest -- 3,956 Temporary equity 4,223 4,849
Stockholders' equity: Common stock, $0.001 par value; 25,000,000
shares authorized; 18,019,997 and 16,572,558 shares issued;
17,856,293 and 16,484,335, shares outstanding at April 30, 2006 and
January 31, 2006, respectively 18 16 Additional paid-in capital
97,374 84,892 Treasury stock, at cost; 163,704 and 88,223 shares at
April 30, 2006 and January 31, 2006, respectively (1,365) (738)
Unearned compensation -- (89) Accumulated deficit (23,638) (24,923)
Receivable from issuance of common stock (308) (308) ----------
---------- Total stockholders' equity 72,081 58,850 ----------
---------- Total liabilities and stockholders' equity $134,459
$134,258 ========== ========== REFAC OPTICAL GROUP UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Amounts in
thousands) For the Three Months Ended April 30,
----------------------- 2006 2005 ---------- ---------- Cash flows
from operating activities: Net income $1,509 $3,276 Adjustments to
reconcile net income to net cash provided by operating activities:
Depreciation and amortization 1,713 1,694 Non-cash stock-based
compensation 134 -- Loss on disposal of fixed assets 143 20
Minority interest 277 279 Other 156 109 Changes in operating assets
and liabilities, net of effect of acquisitions: Accounts receivable
2,370 205 Inventories (415) (1,237) Prepaid expenses and other
current assets (158) (210) Accounts payable and accrued expenses
(1,468) 759 Deferred revenue and customer deposits 401 1,361 Assets
and liabilities of business held for sale (91) 34 Other current
liabilities (485) (398) -------- -------- Net cash provided by
operating activities 4,086 5,892 -------- -------- Cash flows from
investing activities: Proceeds from (purchase of) investments being
held to maturity 3,993 (1,207) Payments received on notes
receivable 129 43 Expenditures for property and equipment (497)
(985) Investments in acquisitions, net of cash acquired (20) (75)
Proceeds from sale of businesses -- 3,580 -------- -------- Net
cash used in investing activities 3,605 1,356 -------- --------
Cash flows from financing activities: Net payments on revolving
line of credit (2,225) (9,505) Principal payments on long-term debt
and capital leases (1,292) (2,040) Principal payments on
subordinated debt (1,000) (75) Proceeds from issuance of preferred
stock -- 4,445 Proceeds from issuance of common stock -- 528
Proceeds from exercise of stock options 16 -- Purchase of treasury
stock (617) -- -------- -------- Net cash used in financing
activities (5,118) (6,647) -------- -------- Net increase in cash
and cash equivalents 2,573 601 Cash and cash equivalents at
beginning of period 7,371 4,747 Cash and cash equivalents included
in assets held for sale (1,684) (1,436) -------- -------- Cash and
cash equivalents at end of period $8,260 $3,912 ======== ========
Supplemental disclosure of non cash transaction Issuance of common
stock in exchange for minority interest $11,804 $-- ========
======== REFAC OPTICAL GROUP RECONCILIATION OF NON-GAAP FINANCIAL
MEASURES (Amounts in thousands) (Unaudited) For the Three Months
Ended April 30, ----------------------- 2006 2005 ----------
---------- Operating income - GAAP basis $1,818 $3,738 Adjustments:
Merger transaction expenses 547 -- Non-recurring intellectual
property licensing-related revenues -- (1,739) Non-recurring health
services settlement revenues, net of expenses -- (243)
Non-recurring related party consulting services -- (44) Asset
management search expenses -- 52 ---------- ---------- Adjusted
operating income $2,365 $1,764 ========== ========== *T
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