<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarterly Period Ended JUNE 30, 1997 Commission File Number 0-21068
SIGHT RESOURCE CORPORATION
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 04-3181524
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 Jeffrey Avenue
Holliston, MA 01746
- --------------------------------------------------------------------------------
(Address of principal executive offices)
508-429-6916
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(Issuer's telephone number)
Registrant formerly located at
67 South Bedford St.
Burlington, MA 01803
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since the last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter period that the issuer was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes X No
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS:
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
On July 31, 1997, 8,618,168 shares of common stock, par value $0.01 per share,
were outstanding.
TOTAL PAGES 15
EXHIBIT INDEX AT PAGE 14
<PAGE> 2
SIGHT RESOURCE CORPORATION
INDEX
PART I. FINANCIAL INFORMATION PAGE
- ----------------------------- ----
Item 1 Financial Statements
Consolidated Balance Sheets as of June 30, 1997, and
December 31, 1996 3
Consolidated Statements of Operations for the Three and Six
Months Ended June 30, 1997 and 1996 4
Consolidated Statements of Cash Flows for the Six
Months Ended June 30, 1997 and 1996 5
Notes to Consolidated Financial Statements 6
Item 2 Management's Discussion and Analysis of Financial Condition
and Results of Operations 10
PART II. OTHER INFORMATION
Item 4 Submission of Matters to a Vote of Security Holders 14
Item 6 Exhibits and Reports on Form 8-K 14
Signatures 15
2
<PAGE> 3
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
SIGHT RESOURCE CORPORATION
Consolidated Balance Sheets
(In thousands, except share and per share data)
<TABLE>
<CAPTION>
June 30, December 31,
1997 1996
------------- -------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 8,215 $ 9,924
Accounts receivable, net of allowances
of $361 and $353, respectively 1,815 1,405
Inventories 2,580 2,489
Prepaid expenses and other current assets 789 286
Assets held for sale 325 458
------------- -------------
Total current assets 13,724 14,562
------------- -------------
Property and equipment 6,613 6,030
Less accumulated depreciation (1,730) (1,095)
------------- -------------
Net property and equipment 4,883 4,935
------------- -------------
Other assets:
Intangible assets, net 11,441 11,768
Other assets 890 165
------------- -------------
Total other assets 12,331 11,933
------------- -------------
$ 30,938 $ 31,430
============= =============
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities:
Revolving note payable $ 1,475 $ 475
Current portion of long term debt 1,400 800
Accounts payable 1,740 1,843
Accrued expenses 3,833 3,670
------------- -------------
Total current liabilities 8,448 6,788
------------- -------------
Non-current liabilities:
Long term debt, less current maturities -- 1,600
Other liabilities 273 276
------------- -------------
Non-current liabilities 273 1,876
------------- -------------
Stockholders' equity:
Preferred Stock, $.01 par value. Authorized 5,000,000
shares; no shares issued and outstanding -- --
Common Stock, $.01 par value. Authorized 20,000,000
shares; issued 8,648,768 at June 30, 1997
and December 31, 1996 86 86
Additional paid-in capital 37,690 37,510
Common stock issuable, 71,181 shares at June 30,
1997 and December 31, 1996 432 432
Treasury stock at cost
(shares at June 30, 1997: 30,600) (137) --
Accumulated deficit (15,854) (15,262)
------------- -------------
Total stockholders' equity 22,217 22,766
------------- -------------
$ 30,938 $ 31,430
============= =============
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE> 4
SIGHT RESOURCE CORPORATION
Consolidated Statements of Operations
(In thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30, June 30, June 30,
1997 1996 1997 1996
--------------------------------------------
<S> <C> <C> <C> <C>
Net revenue $ 10,027 $ 5,918 $ 20,467 $ 11,578
Cost of revenue 3,746 2,282 7,595 4,544
-------- -------- -------- --------
Gross profit 6,281 3,636 12,872 7,034
Selling, general and administrative expenses 6,738 4,364 13,738 8,446
-------- -------- -------- --------
Loss from operations (457) (728) (866) (1,412)
-------- -------- -------- --------
Other income (expense)
Interest income 121 86 223 180
Interest expense (92) (55) (172) (113)
Gain on sale of assets 223 -- 223 --
-------- -------- -------- --------
Total other income 252 31 274 67
-------- -------- -------- --------
Net loss ($ 205) ($ 697) ($ 592) ($ 1,345)
======== ======== ======== ========
Net loss per common share ($ 0.02) ($ 0.11) ($ 0.07) ($ 0.21)
======== ======== ======== ========
Weighted average number of common
shares outstanding 8,618 6,458 8,628 6,402
======== ======== ======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE> 5
SIGHT RESOURCE CORPORATION
Consolidated Statements of Cash Flows
(In thousands)
<TABLE>
<CAPTION>
Six Months Ended
June 30, 1997 June 30, 1996
------------- -------------
<S> <C> <C>
Operating activities:
Net loss ($592) ($1,345)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 962 869
Gain on sale of assets (223) --
Changes in operating assets and liabilities:
Accounts receivable (410) (293)
Inventories (91) (26)
Prepaid expenses and other current assets (503) (261)
Accounts payable and accrued expenses 60 (617)
------------- -------------
Net cash used in operating activities (797) (1,673)
------------- -------------
Investing activities:
Purchases of property and equipment (638) (480)
Proceeds from sale of assets 411 376
Other assets (545) (6)
------------- -------------
Net cash used in investing activities (772) (110)
------------- -------------
Financing activities:
Principal payments on long term debt -- (200)
Net proceeds from issuance of common stock -- 9,600
Other liabilities (3) 10
Purchase of common stock for treasury (137) --
------------- -------------
Net cash (used in) provided by financing
activities (140) 9,410
------------- -------------
Net increase (decrease) in cash and cash equivalents (1,709) 7,627
Cash and cash equivalents, beginning of period 9,924 8,035
------------- -------------
Cash and cash equivalents, end of period $ 8,215 $ 15,662
============= =============
Supplemental Disclosure:
Interest paid $ 172 $ 41
============= =============
Equity issued associated with
Credit Agreement $ 180 --
============= =============
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE> 6
SIGHT RESOURCE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(1) THE COMPANY
(a) Nature of Business
The business of Sight Resource Corporation is to participate in the
delivery of a complete range of eye care products and services through
integrated networks of opticians, optometrists and ophthalmologists.
(b) US Acquisitions
During 1995, the Company acquired two primary eye care chains,
effective January 1, 1995 and July 1, 1995, respectively. The aggregate
purchase price paid in connection with the acquisitions consisted of
(i) $2,660 in cash, (ii) 555,525 shares of common stock, (iii) the
assumption of approximately $1,600 of net liabilities, and (iv) $660
payable over a 3 year period and $250 payable over 18 months,
contingent upon the occurrence of certain future events. The
transactions were accounted for using the purchase method of
accounting.
Effective July 1, 1996, the Company purchased certain assets and
assumed certain liabilities of The E.B. Brown Optical Company and Brown
Optical Laboratories, Inc. as well as entered into a merger with E.B.
Brown Opticians, Inc. (together "EB Brown") for approximately $4,000 in
cash, 521,997 shares of common stock issued, 71,181 shares of common
stock to be issued and $1,400 in notes payable over an eighteen month
period. EB Brown operates forty-one eye care centers located throughout
Ohio and western Pennsylvania which provide optometric and audiology
goods and services to persons with vision and hearing disorders. The
transaction was accounted for using the purchase method of accounting.
The results of operations of the three acquisitions have been included
in the consolidated financial statements from their respective dates of
acquisition. The excess of the purchase price and expenses associated
with each acquisition over the estimated fair value of the net assets
acquired has been recorded as goodwill.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of Presentation
The accompanying consolidated financial statements have been prepared
by the Company without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission. In the opinion of the Company,
these consolidated financial statements contain all adjustments
(consisting of only normal, recurring adjustments) necessary to present
fairly the financial position of Sight Resource Corporation as of June
30, 1997 and the results of its operations and for the three and six
months ended June 30, 1997 and 1996 and cash flows for the six months
ended June 30, 1997 and 1996.
The accompanying consolidated financial statements and related notes
should be read in conjunction with the audited consolidated financial
statements which are contained in the Company's Annual Report on Form
10-K for the year ended December 31, 1996.
6
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SIGHT RESOURCE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(b) Principles of Consolidation
The accompanying consolidated financial statements include the accounts
of the Company, its wholly-owned subsidiaries and entities in which the
Company's subsidiaries assume the financial risks and rewards of such
entities through a management contract. The Company has no direct
equity ownership in these entities. All significant intercompany
balances and transactions have been eliminated.
In preparation of these consolidated financial statements, in
conformity with generally accepted accounting principles, management of
the Company has made estimates and assumptions that affect the reported
amounts of assets and liabilities, such as accounts receivable,
inventory, impairment of property and equipment and intangibles. Actual
results could differ from those estimates.
(c) Revenue Recognition
Under existing revenue sharing arrangements for refractive surgery
where the Company is not responsible for patient billing, the Company
receives a specified payment from the hospital or center for each
refractive surgical procedure performed. Accordingly, the Company
recognizes revenue on a per procedure basis at the time procedures are
performed. Under existing revenue-sharing arrangements for refractive
surgery where the Company is responsible for the collection from the
patient and payment to the ophthalmologist and other operating costs,
the total patient charge is recorded as revenue with the corresponding
expenses recorded in cost of revenue.
Revenue and the related costs from the sale of eyewear are recognized
at the time an order is placed. Revenue is reported net of contractual
allowances.
(d) Inventories
Inventories primarily consist of the costs of eyeglass frames, contact
lenses, ophthalmic lenses, sunglasses and other optical products and
are valued at the lower of cost (using the first-in, first-out method)
or market.
(e) Property and Equipment
Property and equipment is stated at cost. The Company provides for
depreciation at the time the property and equipment is placed in
service. The straight-line method is used over the estimated useful
life of the asset.
(f) Intangible Assets
Intangible assets resulting from business acquisitions consist of
customer lists, trademarks, non-compete agreements and the excess cost
of the acquisition over the fair value of the net assets acquired
(goodwill). Certain values assigned are based upon independent
appraisals and are amortized on a straight line basis over a period of
five to twenty-five years. The Company assesses the recoverability of
unamortized intangible assets on an ongoing basis
7
<PAGE> 8
SIGHT RESOURCE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
by comparing anticipated operating profits and future, undiscounted
cash flows to net book value.
(g) Deferred Revenue
The Company recognizes revenue from the sales of its contact lens
purchasing program over the life of the program.
(h) Net Loss Per Share
Net loss per share of common stock is based on the weighted average
number of common shares outstanding. Common stock equivalents are not
included in the calculation because they are antidilutive.
(3) DEBT
Debt is as follows:
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1997 1996
------ ------
<S> <C> <C>
Bank term loan, secured by all assets of one
of the Company's subsidiaries $ -- $1,000
Unsecured notes payable, 7% interest rate, $400 due on September 18,
1997 and $1,000 due on March 18, 1998; due on demand if the
Company's cash balance is less than $2,800 1,400 1,400
------ ------
1,400 2,400
Less current maturities 1,400 800
------ ------
Long term debt, less current maturities $ -- $1,600
====== ======
</TABLE>
At December 31, 1996, the Company had available a revolving credit facility in
the amount of $500 based on eligible accounts receivable and inventory balances.
As of June 30, 1996, $25 was unused.
On February 20, 1997, the Company entered into a Credit Agreement (the
"Agreement") with a bank pursuant to which the Company can borrow $5,000 on a
term loan basis and $5,000 on a revolving credit basis, subject to certain
performance criteria. These loans are secured by all assets of the Company and
its wholly owned subsidiaries. As of June 30, 1997, the entire term loan was
unused and $1,475 is outstanding on the revolving note. The revolving note bears
interest at the bank's prime rate plus 1.25% (9.75% at June 30, 1997). As part
of the Agreement, the Company issued to the bank warrants to purchase 150,000
shares of the common stock at a purchase price of $4.625 per share. The warrants
expire December 31, 2003.
8
<PAGE> 9
SIGHT RESOURCE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
For the three month period ended June 30, 1997, the Company was not
in compliance with two of of its financial covenants in the Agreement
related to a.) minimum requirement of earnings before interest,
depreciation, amortization and taxes and b.) minimum net worth
requirement. The Company obtained a waiver from the bank for
noncompliance with these covenants.
(4) SUBSEQUENT EVENT
Effective July 1, 1997, the Company acquired one hundred percent of the
outstanding shares of stock of Vision Holdings, Ltd. (formerly known
as Dr. Greenberg, an Optometry Corporation, ("Dr. Greenberg")). The
purchase price paid in connection with this acquisition was $2.0
million of cash on hand and the assumption and payment of notes
payable outstanding as of July 1, 1997 of approximately $800. Dr.
Greenberg operates seventeen eye care centers in Southeast Louisiana
and Mississippi. The acquisition will be accounted for using the
purchase method of accounting.
9
<PAGE> 10
PART I:
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995
Statements contained in this document which are not historical fact are
forward-looking statements based upon management's current expectations that are
subject to risks and uncertainties that could cause actual results to differ
materially from those set forth in or implied by forward-looking statements.
These risks are described in the Company's Form 10K for the fiscal year ended
December 31, 1996 filed with the Securities and Exchange Commission.
OVERVIEW
The Company provides a complete range of eye care products and services through
integrated networks of opticians, optometrists and ophthalmologists. The
Company's services are provided primarily to persons with common vision
disorders, as well as to persons with sight-threatening conditions. The
Company's operations currently consist of seventy-one eye care centers, a
centralized optical laboratory and distribution center, two management service
organizations ("MSOs") and 9 laser vision correction ("LVC") centers which the
Company has established in association with leading hospitals, ambulatory
surgery centers and ophthalmologists.
The Company's objective is to become the leading integrated provider of eye care
products and services in select, regional markets. To develop significant
regional integrated networks, the Company's business strategy focuses on (i)
acquiring and integrating the assets of regional multi-site eye care centers and
the practices of eye care professionals (optometrists and ophthalmologists),
(ii) employing or entering into management services contracts with these
professionals, (iii) continuing to market comprehensive and competitively priced
eye care programs to leading HMOs, insurance companies and other third party
payors in the Company's regional markets, (iv) expanding strategic affiliations,
for pathology co-management opportunities, with select hospitals, ambulatory
surgery centers and eye care professionals and (v) continuing to market and
provide access to LVC services through the Company's eye care centers.
The Company believes that its integrated approach to eye care provides
significant advantages, benefits and opportunities to patients, providers and
payors. Patients benefit from the convenience of eye care products and services
delivered at a single location. Eye care professionals benefit from the
supplemental management and administrative services and resources provided by
the Company, permitting them to continue to dedicate their time and effort to
their patients and professional practices. Payors benefit from the Company's
ability to conveniently provide a complete range of eye care products and
services with the highest quality at the lowest cost.
10
<PAGE> 11
RESULTS OF OPERATIONS
THREE AND SIX MONTHS ENDED JUNE 30, 1997 AND 1996
NET REVENUE. The Company generated net revenue of approximately $10.0 million
and $20.5 million during the three and six months ended June 30, 1997,
respectively, from the operation of its seventy-one eye care centers and 9 laser
vision correction centers as compared to net revenue of approximately $5.9
million and $11.6 million from its 30 eye care centers and ten laser vision
correction centers for the same periods in 1996. Of the $4.1 million, or 69.5%,
increase in net revenue for the three months ended June 30, 1997 as compared to
the three months ended June 30, 1996, approximately $4.0 million relates to the
additional forty two eye care centers acquired effective July 1, 1996. The
remaining increase is due to increases in laser vision correction services. Of
the $8.8 million, or 75.9%, increase in net revenue for the six months ended
June 30, 1997 as compared to the six months ended June 30, 1996, approximately
$8.0 million relates to the additional forty two eye care centers acquired
effective July 1, 1997. The remaining increase is due to increases in laser
vision correction services and revenue generated in existing eye care centers.
COST OF REVENUE. Cost of revenue increased from $2.3 million for the three
months ended June 30, 1996 to $3.7 million for the three months ended June 30,
1997. Cost of revenue as a percent of net revenue decreased from 38.6% for the
three months ended June 30, 1996 to 37.4% for the three months ended June 30,
1997. Cost of revenue increased from $4.5 million for the six months ended June
30, 1996 to $7.6 million for the six months ended June 30, 1997. Cost of revenue
as a percent of net revenue decreased from 39.3% for the six months ended June
30, 1996 to 37.1% for the six months ended June 30, 1997. The decrease as a
percentage of net revenue is attributable to an increase in laser vision
correction procedures and reduced depreciation on ophthalmic equipment after the
write down due to the asset impairment recognized in the fourth quarter of 1996.
Cost of revenue for the three and six months ended June 30, 1997 and 1996
principally consisted of (i) the cost of manufacturing, purchasing and
distributing optical products to its customers and (ii) the cost of delivering
LVC, including depreciation and maintenance on excimer lasers.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses were approximately $6.7 million and $13.7 million for
the three and six months ended June 30, 1997, respectively, as compared to $4.4
million and $8.4 million for the three and six months ended June 30, 1996,
respectively. The increase primarily relates to payroll and facility costs
incurred in operating additional eye care centers in the first two quarters of
fiscal 1997 as compared to the first two quarters in fiscal 1996. Selling,
general and administrative expenses, as a percentage of net revenue, declined
from 73.7% and 72.9% for the three and six months ended June 30, 1996,
respectively, to 67.2% and 67.1% for the three and six months ended June 30,
1997, respectively. This decrease is a result of operating efficiencies which
the Company began to realize from the acquisition and expansion of multi-site
eye care centers and an increase in LVC revenue.
OTHER INCOME AND EXPENSES. Interest income totaled $121,000 and $223,000 for the
three and six months ended June 30, 1997, respectively as compared to $86,000
and $180,000 for the three and six months ended June 30, 1996, respectively.
This increase resulted from the investment of a higher average cash balance
during 1997 as compared to the same periods for 1996. Interest expense totaled
$92,000 and $172,000 for the three and six months ended June 30, 1997 as
compared to $55,000 and $113,000 for the three and six months ended June 30,
1996. This increase is associated with a higher average balance of debt
outstanding during 1997 as compared to the same periods in 1996. The sale of
certain ophthalmic equipment during the three months ended June 30, 1997
generated a gain of approximately $223,000.
11
<PAGE> 12
NET LOSS. The Company realized a net loss of $206,000 ($0.02 per share) and
$592,000 ($0.07 per share) for the three and six months ended June 30, 1997 as
compared to $697,000 ($0.11 per share) and $1.3 million ($0.21 per share) for
the three and six months ended June 30, 1996, respectively.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 1997, the Company had approximately $8.2 million in cash and cash
equivalents and working capital of approximately $5.0 million in comparison to
approximately $9.9 million in cash and cash equivalents and working capital of
approximately $7.8 million as of December 31, 1996.
As of June 30, 1997, the Company had securities outstanding which provide it
with potential sources of financing as outlined below:
<TABLE>
<CAPTION>
Securities Potential
proceeds
- ----------------------------------------------- --------------------
<S> <C> <C>
Warrants 2,472,100 $14,800,000
Class A Warrants 85,000 500,000
Unit Purchase Options 215,000 3,700,000
IPO Representative Warrants 85,000 1,300,000
Creditanstalt Warrants 150,000 694,000
Representative Warrants 170,000 1,400,000
====================
$22,394,000
====================
</TABLE>
There can be no assurance that the Company will obtain any such proceeds from
the exercise of the above securities.
The Company has a Credit Agreement with a bank pursuant to which the Company can
borrow up to $5.0 million on a term loan basis and up to $5.0 million on a
revolving credit basis, subject to certain performance criteria. As of
June 30, 1997, approximately $1.5 million is outstanding on the revolver. As
part of the Agreement, the Company issued to the bank warrants to purchase
150,000 shares of the common stock at a purchase price of $4.625 per share.
The warrants expire on December 31, 2003.
For the three month period ended June 30, 1997, the Company was not in
compliance with two of of its financial covenants in the Agreement related to
a.) minimum requirement of earnings before interest, depreciation, amortization
and taxes and b.) minimum net worth requirement. The Company obtained a waiver
from the bank for noncompliance with these covenants.
Effective July 1, 1997, the Company acquired one hundred percent of the
outstanding shares of stock of Vision Holdings, Ltd. (formerly known as Dr.
Greenberg, an Optometry Corporation, ("Dr. Greenberg")). The purchase price
paid in connection with this acquisition was $2.0 million of cash on hand and
the assumption and payment of notes payable outstanding as of July 1, 1997 of
approximately $800,000. Dr. Greenberg operates seventeen eye care centers in
Southeast Louisiana and Mississippi. The acquisition will be accounted for
using the purchase method of accounting.
The Company anticipates that its working capital and sources of capital, such as
the new credit facility, cash flow from operations, revenues from operations and
interest income from cash investments, will be adequate to fund the Company's
currently proposed activities for at least the
12
<PAGE> 13
next twelve months. The Company anticipates using financing vehicles such as
bank debt and other sources of funding, such as additional equity offerings, to
achieve its business plan, including the acquisition of multi-site eye care
centers. By acquiring multi-site eye care centers, the Company gains critical
mass of locations ensuring that potential patients and third party payors will
have convenient access to a wider variety of eye care services. It also allows
the Company to deliver these services at considerable savings by using existing
corporate and operational infrastructure, which includes store operations, MIS,
manufacturing, purchasing, distribution and training. The Company is currently
evaluating potential acquisition candidates. Without additional funding, the
Company's rate of acquisition and size of acquisition could be limited.
13
<PAGE> 14
PART II. OTHER INFORMATION
Item 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held its Annual Meeting of Stockholders on May
22, 1997. The following represents the results of the
proposals submitted to a vote of security holders:
1. Mr. Stephen Blinn and Mr. Allen Kirkpatrick were both elected
to the Board of Directors to serve as members until the year
2000 Annual Meeting of Stockholders by more than a majority
of the votes cast. There were no abstentions or broker
non-votes.
2. A proposal to ratify the appointment of KPMG Peat Marwick
LLP as the Company's independent public accountants for the
fiscal year ended December 31, 1997 was approved by more
than a majority of the votes cast.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibit
No. Title
------- -----
27 Financial Data Schedule
REPORTS ON FORM 8-K
On May 13, 1997, the Company filed Current Report on a Form 8-K with
respect to the Sight Resource Corporation Shareholder Rights
Agreement dated May 15, 1997.
14
<PAGE> 15
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.
Sight Resource Corporation
Date: AUGUST 7, 1997 /S/ WILLIAM G. MCLENDON
------------------------
William G. McLendon
Chief Executive Officer and President
(principal executive officer)
Date: AUGUST 7, 1997 /S/ ALAN MACDONALD
-------------------
Alan MacDonald
Vice President, Finance and Administration
(principal financial and chief accounting
officer)
15
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
CONSOLIDATED BALANCE SHEETS AND STATEMENT OF OPERATIONS AS OF AND FOR THE
SIX MONTHS ENDED JUNE 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 1997.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 8,215
<SECURITIES> 0
<RECEIVABLES> 1,815
<ALLOWANCES> 361
<INVENTORY> 2,580
<CURRENT-ASSETS> 13,724
<PP&E> 6,613
<DEPRECIATION> 1,730
<TOTAL-ASSETS> 30,938
<CURRENT-LIABILITIES> 8,448
<BONDS> 0
0
0
<COMMON> 86
<OTHER-SE> 22,131
<TOTAL-LIABILITY-AND-EQUITY> 30,938
<SALES> 20,467
<TOTAL-REVENUES> 20,467
<CGS> 7,595
<TOTAL-COSTS> 7,595
<OTHER-EXPENSES> 13,738
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 172
<INCOME-PRETAX> (592)
<INCOME-TAX> 0
<INCOME-CONTINUING> (592)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (592)
<EPS-PRIMARY> (.07)
<EPS-DILUTED> (.07)
</TABLE>
