NEW WEST EYEWORKS INC
10-Q, 1997-05-12
RETAIL STORES, NEC
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<PAGE>   1
                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

/X/   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

      For the quarterly period ended March 29, 1997

                                       OR

/ /   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

      For the transition period from ______ to ______

                         Commission file number 1-12740


                             NEW WEST EYEWORKS, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                                        34-1589514
(State of incorporation)                    (I.R.S. Employer Identification No.)

2104 West Southern Avenue, Tempe, Arizona                    85282
 (Address of principal executive offices)                 (Zip Code)

                                 (602) 438-1330
              (Registrant's telephone number, including area code)


      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. Yes _X_ No ___

      Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.

Common Stock, $0.01 par value:  4,868,436 (as of May 1, 1997)
<PAGE>   2
                             NEW WEST EYEWORKS, INC.

INDEX
                                                                            Page

PART I--FINANCIAL INFORMATION...............................................  3

Item 1.  Financial Statements...............................................  3

Item 2.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations..............................  8

PART II--OTHER INFORMATION.................................................. 14

Item 1.  Legal Proceedings.................................................. 14


                                        2
<PAGE>   3
                             NEW WEST EYEWORKS, INC.

 ------------------------------------------------------------------------------


                         PART I--FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                           CONSOLIDATED BALANCE SHEET



                                        
<TABLE>
<CAPTION>
                                                                   March 29,       December 28,
                                     ASSETS                           1997             1996
                                                                  ------------     ------------
                                                                   (Unaudited)
<S>                                                               <C>              <C>         
Current Assets:
  Cash and cash equivalents                                       $  2,325,000     $    256,000
  Accounts receivable                                                1,514,000        1,304,000
  Inventory                                                          3,817,000        3,190,000
  Other current assets                                                  53,000          309,000
                                                                  ------------     ------------

      Total current assets                                           7,709,000        5,059,000

Property and equipment, net                                          7,552,000        7,518,000
Goodwill                                                               484,000          506,000
Other assets                                                            29,000           44,000
                                                                  ------------     ------------
      Total assets                                                $ 15,774,000     $ 13,127,000
                                                                  ============     ============
<CAPTION>
                      LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                                               <C>              <C>
Current Liabilities:
  Accounts payable                                                $  3,987,000     $  5,392,000
  Accrued expenses                                                   2,195,000        1,868,000
  Bank line of credit                                                                 1,968,000
  Deferred warranty revenues                                           273,000          279,000
  Notes payable and capital lease obligations, current portion         331,000          320,000
  Notes payable to related party                                                        358,000
                                                                  ------------     ------------

      Total current liabilities                                      6,786,000       10,185,000

Notes payable and capital lease obligations                            427,000          516,000
                                                                  ------------     ------------
      Total liabilities                                              7,213,000       10,701,000
                                                                  ------------     ------------

Stockholders' Equity:
  Series A 6% Cumulative Convertible Preferred Stock, $1,000
    par value, 3,960 shares authorized, issued and outstanding       3,960,000        3,960,000
  Series B 6% Cumulative Convertible Preferred Stock, $1,000
    par value, 1,500 shares authorized, issued and outstanding       1,500,000        1,500,000
  Common Stock, $0.01 par value, 5,000,000 shares authorized,
    4,868,436 and 3,763,036 shares issued and outstanding at
    March 29, 1997 and December 28, 1996, respectively                  49,000           38,000
  Paid-in capital                                                   15,672,000       10,100,000
  Accumulated deficit                                              (12,620,000)     (13,172,000)
                                                                  ------------     ------------
      Total stockholders' equity                                     8,561,000        2,426,000
                                                                  ------------     ------------
      Total liabilities and stockholders' equity                  $ 15,774,000     $ 13,127,000
                                                                  ============     ============
</TABLE>

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


                                        3
<PAGE>   4
                             NEW WEST EYEWORKS, INC.

 ------------------------------------------------------------------------------



                      CONSOLIDATED STATEMENT OF OPERATIONS




<TABLE>
<CAPTION>
                                                          Three Months Ended
                                                      --------------------------
                                                              (Unaudited)

                                                       March 29,      March 30,
                                                          1997          1996
                                                      -----------    -----------
<S>                                                   <C>            <C>        
Net sales                                             $12,791,000    $11,504,000
Cost of sales                                           6,122,000      5,800,000
                                                      -----------    -----------
  Gross profit                                          6,669,000      5,704,000

Selling, general and administrative expenses            5,976,000      5,121,000
                                                      -----------    -----------
Operating income                                          693,000        583,000
Interest income                                            13,000
Interest expense                                           53,000         36,000
                                                      -----------    -----------
Income before income taxes                                653,000        547,000

Income tax expense                                         20,000        104,000
                                                      -----------    -----------
Net income                                                633,000        443,000

Dividends accrued on preferred stock                       81,000         81,000
                                                      -----------    -----------
Net income applicable to holders of common stock      $   552,000    $   362,000
                                                      ===========    ===========
Net income per common and common equivalent shares    $      0.13    $      0.10
                                                      ===========    ===========
Weighted average number of common and common
  equivalent shares outstanding                         4,291,000      3,763,000
</TABLE>

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


                                       4
<PAGE>   5
                             NEW WEST EYEWORKS, INC.

 ------------------------------------------------------------------------------




                      CONSOLIDATED STATEMENT OF CASH FLOWS


<TABLE>
<CAPTION>
                                                       THREE MONTHS ENDED
                                                    -------------------------
                                                           (Unaudited)

                                                     MARCH 29,      MARCH 30,
                                                       1997           1996
                                                    -----------     ---------
<S>                                                 <C>             <C>      
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES:
  Net income                                        $   633,000     $ 443,000
  Adjustments to reconcile net income to
   net cash from (used in) operating activities:
   Depreciation and amortization                        378,000       300,000
  Changes in assets and liabilities:
   Accounts receivable                                 (210,000)     (100,000)
   Inventory                                           (627,000)     (355,000)
   Other current assets                                 256,000       (47,000)
   Accounts payable                                  (1,405,000)      125,000
   Accrued expenses                                     327,000      (568,000)
   Deferred warranty revenues                            (6,000)      (17,000)
   Other assets and liabilities                          15,000       (15,000)
                                                    -----------     ---------
   Net cash used in operating activities               (639,000)     (234,000)
                                                    -----------     ---------
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES:
  Purchase of property and equipment                   (388,000)     (372,000)
                                                    -----------     ---------
   Net cash used in investing activities               (388,000)     (372,000)
                                                    -----------     ---------
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES:
  Proceeds from revolving line of credit              5,126,000
  Payments on revolving line of credit               (7,094,000)
  Proceeds from bridge loans                                          700,000
  Payment of bridge loan                               (358,000)
  Payment of capital leases                             (78,000)      (71,000)
  Payment of preferred stock dividends                  (83,000)      (81,000)
  Net proceeds from common stock offering             5,583,000
                                                    -----------     ---------
   Net cash from financing activities                 3,096,000       548,000
                                                    -----------     ---------
NET INCREASE (DECREASE) IN CASH and
  CASH EQUIVALENTS                                    2,069,000       (58,000)
                                                    -----------     ---------
CASH and CASH EQUIVALENTS, beginning of period          256,000       241,000
                                                    -----------     ---------
CASH and CASH EQUIVALENTS, end of period            $ 2,325,000     $ 183,000
                                                    ===========     =========
</TABLE>

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


                                       5
<PAGE>   6
                             NEW WEST EYEWORKS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL INFORMATION

1.   The unaudited consolidated financial information presented herein has been
     prepared in accordance with the instructions to Form 10-Q and Regulation
     S-X and does not include all of the information and note disclosures
     required by generally accepted accounting principles. Therefore, this
     information should be read in conjunction with the consolidated financial
     statements and notes thereto included in the Form 10-K of New West
     Eyeworks, Inc. (the "Company") for the year ended December 28, 1996. This
     information reflects all adjustments that are, in the opinion of
     management, necessary for a fair statement of the results for the interim
     periods reported. These adjustments are of a normal and recurring nature.

2.   The results of operations for the period ended March 29, 1997 are not
     necessarily indicative of the results to be expected for the full year.

3.   Income (loss) per common and common equivalent share is computed using the
     weighted average number of common and common equivalent shares outstanding
     during the period. Common equivalent shares consist of warrants and options
     using the treasury stock method. Common equivalent shares are excluded from
     the computation if their effect is anti-dilutive.

4.   In early 1997, the Company completed a secondary public offering of
     1,505,400 shares of its common stock, $0.01 par value per share, including
     shares sold upon the exercise of the underwriters' over-allotment option,
     for $6.00 per share (the "Offering"). Net proceeds to the Company from the
     Offering were approximately $5.6 million. Of the shares sold, 400,000
     shares were sold by selling stockholders. The Company did not receive any
     proceeds from the sale of shares by the selling stockholders.

5.   In connection with the initial public offering in December 1993, the
     Company sold warrants to its primary underwriter and two individuals at a
     nominal price (1993 Warrants). The 1993 Warrants, which are exercisable for
     a four-year period commencing December 23, 1994, entitle the holders to
     purchase a total of 106,563 shares of the Company's common stock at an
     exercise price of 125% of the initial public offering price of $7.00 per
     share ($8.75 per share). In conjunction with the Offering in early 1997,
     the Company reduced the exercise price of the 1993 Warrants from $8.75 to
     $8.00 per share.

     In connection with the Offering, the Company granted to its primary
     underwriter and certain individuals warrants (1997 Warrants) to purchase a
     number of shares of common stock equal to the number of shares of common
     stock that remain issuable and unexercised under the 1993 Warrants upon
     their termination. The 1997 Warrants are exercisable beginning on December
     23, 1998, the termination date of the 1993 Warrants, for a period of three
     years terminating on December 23, 2001. The initial exercise price for the
     1997 Warrants will equal the exercise price under the 1993 Warrants upon
     their termination, which price is currently $8.00.


                                       6
<PAGE>   7

6.   The Company currently has a $2.0 million bank revolving line of credit. The
     Company repaid the line of credit borrowings with a portion of the proceeds
     of the Offering and presently, there is no outstanding balance on the line
     of credit.

     In December 1996, to fund the Company's store expansion plans, the Company
     entered into a bridge loan for $350,000 with The Second National Bank of
     Warren (Ohio). The Company repaid the loan in full with a portion of the
     proceeds of the Offering.


                                       7
<PAGE>   8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

     Unless otherwise stated, references in this report to the first quarter of
1997 and 1996 relate to the periods ended March 29, 1997 and March 30, 1996.

OVERVIEW

      The Company's everyday value-pricing strategy features its "signature" $59
price point for a wide selection of quality, brand name eyeglasses (including
frame and lenses) offered at attractive, convenient locations with professional
service. The Company focuses on opening new stores, primarily in malls and strip
shopping centers, entering new geographic markets, improving its operating
efficiency, expanding its managed optical care business and establishing the
informational and operational infrastructure necessary for further expansion.

      The Company believes that the success of its value-pricing strategy is
demonstrated by (1) its 21 consecutive quarters of positive comparable store
sales growth, including a 7.4% increase in the first quarter of 1997 compared to
the first quarter of 1996, and (2) the increasing number of repeat customers and
referral business. Currently, the Company operates 150 stores in 12 western and
midwestern states.

      In 1996, the Company opened 10 stores, nine of which are located in malls
or strip shopping centers and one of which is located in a Fred Meyer, Inc.
("Fred Meyer") host store. Evidencing the Company's strategy to expand into new
geographic markets, six of the 10 new stores opened in 1996 were located in the
Iowa market, representing the Company's first entry into the midwestern United
States. In addition, the Company remodeled or relocated eight stores and closed
three stores during this period. With additional capital from the Offering, the
Company plans to accelerate its store opening program with the addition of
approximately 20 stores in 1997, substantially all of which will be in malls and
strip shopping centers. In the first quarter of 1997, the Company opened three
stores in malls, two located in Iowa and one in Colorado. Opening new stores in
markets already served by the Company may adversely impact existing store
profitability and reduce comparable store sales, although the Company believes
that such new stores will increase its total sales and profitability in such
markets.

      The Company's managed optical care business, Alexis Vision Plan, is an
increasingly important component of its overall business. In the first quarter
of 1997, sales generated by the Alexis Vision Plan were $3.7 million (or
approximately 29.1% of net sales), a 31.0% increase over 1996. Alexis Vision
Plan sales have a negative impact on the Company's gross profit margin because
they are generally at a small discount from the Company's everyday value prices,
and the Company expects this negative impact to continue. There is no assurance
that sales generated under the Alexis Vision Plan will continue to increase at
all or at the rate of increase between 1996 and 1997.

      In 1996, the Company reported its first full year of operating income
since implementing its value-pricing strategy. The Company believes that as
incremental sales occur, from both existing stores and new stores, the operating
leverage provided by its optical laboratory fixed cost structure will enhance
operating margins. However, because it is the Company's accounting policy to
expense pre-opening costs as they are incurred, the Company expects that, in the


                                       8
<PAGE>   9
short-term, its operating margins may be adversely affected by increased
operating costs associated with new store openings.

RESULTS OF OPERATIONS

FIRST QUARTER 1997 COMPARED TO FIRST QUARTER 1996

      Net sales increased $1.3 million or 11.2% to $12.8 million during the
first quarter of 1997 from $11.5 million during the first quarter of 1996. The
net sales increase in the first quarter of 1997 was primarily attributable to an
increase of 7.4% in comparable store sales. The comparable store sales increase
was primarily due to increases in units sold and sales generated under the
Alexis Vision Plan, the Company's managed optical care division.

      Gross profit increased $965,000 to $6.7 million during the first quarter
of 1997, a 16.9% increase over gross profit of $5.7 million during the first
quarter of 1996. The gross profit margin increased to 52.1% in the first quarter
of 1997 from 49.6% in the first quarter of 1996. This increase was primarily due
to increased sales volume which covered more of the fixed cost components of
cost of goods sold and was partially offset by increased sales under the Alexis
Vision Plan. Consistent with the Company's practice, Alexis Vision Plan sales
are generally at a small discount from the Company's everyday value prices.

      Selling, general and administrative expenses increased to $6.0 million
during the first quarter of 1997 compared to $5.1 million in the first quarter
of 1996. As a percentage of sales, these expenses increased to 46.7% during the
first quarter of 1997, from 44.5% during the first quarter of 1996. This
increase was primarily due to increased advertising costs in our Iowa market as
well as expanded advertising coverage in our other major markets, coupled with
higher retail employee compensation expenses attributable to increased store
manager incentives and a maturing employee base.

     Interest income increased to $13,000 in 1997 from no interest income in
1996 due to the increased cash balances from the proceeds of the Offering.

     Interest expense increased by $17,000 to $53,000 in the first quarter of
1997 from $36,000 in the first quarter of 1996 primarily as a result of interest
on the Company's revolving line of credit.

     Income tax expense decreased by $84,000 to $20,000 in the first quarter of
1997 compared to income tax expense of $104,000 in the first quarter of 1996,
primarily due to the Company's expectation that it will be able to utilize its
net operating loss carryforwards in 1997.

     As a result of the foregoing, net income increased by $190,000 to $633,000
in the first quarter of 1997 over net income of $443,000 in the first quarter of
1996, a 42.9% increase.

     Dividends were accrued on the Company's convertible 6% cumulative preferred
stock, Series A, par value $1,000 per share, and the Company's convertible 6%
cumulative preferred stock, Series B, par value $1,000 per share, in the
aggregate amount of $81,000 in the first quarter of 1997 and in the first
quarter of 1996.


                                       9
<PAGE>   10
LIQUIDITY AND CAPITAL RESOURCES

      The Company requires liquidity and working capital primarily for
operations and the opening of new stores, and, to a lesser extent, management
information systems and optical laboratory equipment to support store growth and
improve operating efficiencies. The Company's primary sources of funds are cash
flow from operations, lease financing of equipment, vendor trade credit,
shareholder loans, and bank loans.

      In early 1997, the Company completed a secondary public offering of
1,505,400 shares of its common stock, $0.01 par value per share, including
shares sold upon the exercise of the underwriters' over-allotment option, for
$6.00 per share (the "Offering"). Net proceeds to the Company from the Offering
were approximately $5.6 million. Of the shares sold, 400,000 shares were sold by
selling stockholders. The Company did not receive any proceeds from the sale of
shares by the selling stockholders.

      The Company currently has a $2.0 million bank revolving line of credit.
The revolving line of credit matures on May 31, 1997, and is secured by
substantially all of the Company's assets, including the Company's executive
office building and optical laboratory in Tempe, Arizona, but excluding
furniture, fixtures, and equipment. The line of credit borrowings bear interest
at the lending bank's prime rate plus 2.0% per annum, and interest is due and
payable monthly. Presently, there is no outstanding balance on the line of
credit. The line of credit is also secured by guarantees from Mesirow Capital
Partners V, a common and preferred stockholder, Mesirow Capital Partners VI and
Mr. Weinberg. Barry J. Feld, President and Chief Executive Officer, agreed to
share in the obligations of the guarantors.

      In exchange for the guarantee of the Company's obligations under its
revolving line of credit by such officers and shareholders, the Company issued
warrants to them to purchase, in the aggregate, 50,000 shares of the Common
Stock at a price per share of $6.11, subject to customary anti-dilution
adjustments. The value of the warrants, which was determined by independent
valuation to be $0.57 per share, is reflected on the March 29, 1997 balance
sheet in other assets and paid-in capital and will be amortized over the life of
the revolving line of credit.

      In December 1996, to fund the Company's store expansion plans, the Company
entered into a bridge loan for $350,000 with The Second National Bank of Warren
(Ohio). The loan was scheduled to mature on June 2, 1997 and bore interest at a
rate equal to the lending bank's prime rate plus 1.5% per annum, payable upon
maturity. The loan was guaranteed by Mr. Weinberg and Mr. Feld agreed to share
in the guaranty. The Company paid Mr. Weinberg and Mr. Feld a total of $7,500 in
exchange for their guaranty of the loan. The Company repaid the loan in full
with a portion of the proceeds of the Offering. Norman C. Harbert, a director of
the Company, is also a director of Second Bancorp Inc., the parent holding
company of The Second National Bank of Warren (Ohio).

      Short-term trade credit represents a significant source of financing for
inventory. Trade credit arises from the willingness of the Company's vendors to
grant payment terms for inventory purchases. Inventory levels increased $627,000
from December 28, 1996 to March 29, 1997, primarily as a result of seasonality,
and to a lesser extent the opening of new stores. Although the Company has
negotiated what it believes to be favorable payment terms from its


                                       10
<PAGE>   11
primary vendors, there is no assurance that the Company will obtain such terms
in the future. In addition, although the Company has not customarily been able
to take advantage of available trade discounts because it has not had sufficient
funds, the Company may take advantage of such discounts in the future.

      The Company leases all of its retail space and the optical laboratory and
distribution facility near Portland, Oregon. The Company owns its executive
offices and optical laboratory and distribution facility in Tempe, Arizona,
subject to a deed of trust under the Company's revolving line of credit.

      Net cash used in operating activities was $639,000 in the first quarter of
1997 compared to $234,000 in the first quarter of 1996. The fluctuation was
primarily attributable to a $1.4 million decrease in accounts payable in the
first quarter of 1997 compared to a $125,000 increase in accounts payable during
the same period in 1996, partially offset by a $327,000 increase in accrued
expenses in the first quarter of 1997 compared to a $568,000 decrease in the
first quarter of 1996.

      Cash flows used in investing activities, primarily for store expansion and
renovation, were $388,000 in the first quarter of 1997 compared to $372,000 in
the first quarter of 1996.

      Cash flows from financing activities were $3.1 million in the first
quarter of 1997 compared to $548,000 in the first quarter of 1996. Cash flows
from financing activities in the first quarter of 1997 reflect the proceeds from
the Offering, partially offset by the repayment of the line of credit and the
bridge loan.

      The Company anticipates opening approximately 20 new stores in 1997.
Assuming the Company opens 20 new stores in 1997, including 19 new stores in
malls and strip shopping centers and one new store within a Fred Meyer host
store, the Company expects that the costs of these new stores, including
furniture, fixtures, leasehold improvements, inventory and optometric equipment,
will be approximately $2.5 million. Actual costs will vary based upon, among
other factors geographic location, the size of the store and the extent of the
build-out required at the selected site. In addition to opening new stores, the
Company may relocate stores within a mall or strip shopping center if sites
become available with better traffic patterns and better merchandising
opportunities. In 1997, the Company plans to remodel five of its mall and strip
shopping center stores at an estimated cost of approximately $500,000.

      The Company anticipates renegotiating the revolving line of credit prior
to its expiration on May 31, 1997, or obtaining other comparable financing.
There can be no assurance that the Company will be able to renegotiate the
revolving line of credit on terms acceptable to the Company, or that the Company
will be able to obtain other financing. However, the Company does not believe
that extending the revolving line of credit or obtaining other financing is
necessary for its current expansion plans and immediate working capital needs.
The Company believes that the proceeds from the Offering, cash flow from
operations and existing capital lease financing will be sufficient to fund its
working capital needs and store expansion and renovation program for at least
the next 12 months.


                                       11
<PAGE>   12
NET OPERATING LOSS CARRYFORWARDS

      As of December 28, 1996, the Company had net operating loss carryforwards
of $7.1 million and $6.3 million for regular tax and alternative minimum tax
purposes, respectively, which begin to expire in 2006. The Company's initial
public offering in 1993 caused the Company to experience an ownership change as
defined by Section 382(g) of the Internal Revenue Code. As a result, there will
be an annual limitation of approximately $1.0 million on the amount of net
operating loss carryforwards generated prior to the ownership change which can
be utilized to offset the Company's future taxable income. The Offering did not
cause the Company to experience a further ownership change; however, future
transactions involving the Company's stock (or rights to acquire such stock)
could result in additional restrictions on the Company's ability to utilize its
net operating loss carryforwards after the date of such ownership change.

      In assessing the realizability of its deferred tax assets, the Company
considers whether it is more likely than not that some or all of such assets
will be realized. The ultimate realization of the Company's deferred tax assets
is dependent upon generation of future taxable income. The Company has
established a valuation allowance to fully reserve its deferred tax asset. The
Company will consider reducing or eliminating the valuation allowance once
profitable operations have been sustained.

SEASONALITY AND QUARTERLY RESULTS

      Historically, the Company's operations have been seasonal, with the
highest sales in a given year occurring first in February, March and April and
then in August, September and, to a lesser extent, in October. The Company has
historically incurred and may continue to incur net losses and lower net sales
during the Company's fourth quarter because of reduced demand for eyewear during
the holiday season.

      The Company's results of operations may also fluctuate from quarter to
quarter as a result of the amount and timing of sales contributed by new stores
and the integration of new stores into the operations of the Company, as well as
other factors, including bad weather. The addition of a large number of new
stores can therefore significantly affect quarterly results of operations.

FORWARD-LOOKING STATEMENTS

      Statements that are not historical facts, including statements about the
Company's confidence in its prospects and strategies and its expectations about
expansion into new markets, growth in existing markets, comparable store sales
and the Company's ability to attract new sources of financing, are
forward-looking statements that involve risks and uncertainties. These risks and
uncertainties include, but are not limited to, (1) market acceptance risks,
including whether or not the Company will be able to successfully implement its
value-pricing concept in new geographic markets, most of which markets include
competitors of the Company that have financial and other resources substantially
greater than those of the Company, and whether or not the Company will be able
to conduct a successful advertising campaign in new and existing markets against
better-financed competitors; (2) laboratory capacity and supply constraints,
including whether or not as the Company expands into new geographic markets it
will be able


                                       12
<PAGE>   13
to successfully integrate its new markets into its existing eyewear laboratory
manufacturing and distribution system; (3) a slowdown in the growth of managed
care in the eyewear industry or in the Company's share of such business,
including whether or not federal or state health-care legislation will have an
adverse impact on managed care; (4) the Company's ability to attract and retain
qualified optometrists; (5) the ability of the Company to renegotiate the
revolving line of credit prior to its expiration on May 31, 1997 or obtain other
comparable financing; (6) leasing risks, including whether or not the Company
will be able to lease prime mall and strip shopping center locations at
attractive rates for its expansion into new markets and to fill out its store
locations in the Company's existing markets; and (7) the impact of government
regulations on the opticians employed by the Company and on the Company's
advertising, locations and design of stores, and products sold, which
regulations are subject to frequent change and vary widely throughout the states
in which the Company operates. These risks and others that are detailed in this
Quarterly Report on Form 10-Q must be considered by any investor or potential
investor in the Company.


                                       13
<PAGE>   14
                           PART II--OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS


      From time to time, the Company is also involved in legal matters which are
incidental to its operations. In the opinion of management, the ultimate
resolution of these matters is not anticipated to have a material adverse effect
on the Company's financial condition or results of operations.


                                       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.


                                          NEW WEST EYEWORKS, INC.



Date:  May 12, 1997              By:     /s/ Barry J. Feld
                                    --------------------------------------------
                                    Barry J. Feld
                                    President and Chief Executive Officer



Date:  May 12, 1997              By:    /s/ Darius J. DiTallo
                                    --------------------------------------------
                                    Darius J. DiTallo
                                    Vice President-Finance and Administration


                                       15

<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1
       
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