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 March 31, 2001 Commission File Number 0-21068
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Sight Resource Corporation
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(Exact name of Registrant as specified in its charter)
Delaware 04-3181524
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
100 Jeffrey Avenue
Holliston, MA 01746
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(Address of principal executive offices)
508-429-6916
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(Registrant's telephone number, including area code)
N/A
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(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 _______
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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 May 1, 2001, 9,468,952 shares (does not include 30,600 shares held as
treasury stock) of common stock, par value $0.01 per share, were outstanding.
1
Sight Resource Corporation
Index
PART I. FINANCIAL INFORMATION Page
----
Item 1 Financial Statements
Consolidated Balance Sheets as of March 31, 2001 and
December 30, 2000 3
Consolidated Statements of Operations for the Three
Months Ended March 31, 2001 and March 25, 2000 4
Consolidated Statements of Cash Flows for the Three
Months Ended March 31, 2001 and March 25, 2000 5
Notes to Consolidated Financial Statements 6
Item 2 Management's Discussion and Analysis of Financial Condition and
Results of Operations 10
Item 3 Quantitative and Qualitative Disclosures about Market Risk 15
PART II. OTHER INFORMATION
Item 2 Changes in Securities and Use of Proceeds 16
Item 6 Exhibits and Reports on Form 8-K 16
Signatures 17
Exhibit Index 18
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
SIGHT RESOURCE CORPORATION
Consolidated Balance Sheets
(In thousands, except share and per share data)
March 31, 2001 December 30, 2000
----------------------- ------------------
Assets (unaudited)
Current assets:
Cash and cash equivalents $ 792 $ 532
Accounts receivable, net of allowance
of $1,959 and $1,897, respectively 2,797 2,587
Inventories 5,308 5,977
Prepaid expenses and other current assets 753 457
----------------------- ------------------
Total current assets 9,650 9,553
----------------------- ------------------
Property and equipment 11,168 11,044
Less accumulated depreciation (7,545) (7,060)
----------------------- ------------------
Net property and equipment 3,623 3,984
----------------------- ------------------
Other assets:
Intangible assets, net 21,014 21,444
Other assets 242 158
----------------------- ------------------
Total other assets 21,256 21,602
----------------------- ------------------
$ 34,529 $ 35,139
======================= ==================
Liabilities and Stockholders' Equity
Current liabilities:
Revolver notes payable $ 2,500 $ 2,500
Current portion of long term debt 6,631 6,540
Current portion of capital leases 8 10
Accounts payable 4,244 4,721
Accrued expenses 2,167 2,007
Dividends payable 179 51
---------------------- ------------------
Total current liabilities 15,729 15,829
---------------------- ------------------
Non-current liabilities:
Long term debt, less current maturities 351 451
Capital leases 24 25
----------------------- ------------------
Total non-current liabilities 375 476
----------------------- ------------------
Series B redeemable convertible preferred stock
1,452,119 shares issued 6,535 6,535
Stockholders' equity:
Preferred Stock, $.01 par value. Authorized 5,000,000
shares; no shares of Series A issued and outstanding --- ---
Common Stock, $.01 par value. Authorized 20,000,000
shares; 9,499,552 at March 31, 2001
and 9,261,552 at December 30, 2000 shares
issued and outstanding 95 93
Additional paid-in capital 38,346 38,452
Treasury stock at cost, 30,600 shares at March 31, 2001
and December 30, 2000 (137) (137)
Accumulated deficit (26,414) (26,109)
----------------------- ------------------
Total stockholders' equity 11,890 12,299
----------------------- ------------------
$ 34,529 $ 35,139
======================= ==================
See accompanying notes to consolidated financial statements.
3
SIGHT RESOURCE CORPORATION
Consolidated Statements of Operations
(In thousands, except share and per share data)
Three Months Ended
----------------------------------------
March 31, 2001 March 25, 2000
----------------------------------------
(unaudited)
Net revenue $ 16,059 $ 17,519
Cost of revenue 4,918 5,402
------------ ------------
Gross profit 11,141 12,117
Selling, general and administrative expenses 11,189 12,168
------------ ------------
Loss from operations (48) (51)
------------ ------------
Other income (expense)
Interest income 7 12
Interest expense (243) (223)
------------ ------------
Total other income (expense) (236) (211)
------------ ------------
Loss before income tax expense (284) (262)
Income tax expense 21 25
------------ ------------
Net loss $ (305) $ (287)
============ ============
Net loss per common share:
Basic and diluted $ (0.03) $ (0.03)
============ ============
Weighted average number of common shares outstanding
used to compute net loss per common share:
Basic and diluted 9,260,000 9,226,000
============ ============
See accompanying notes to consolidated financial statements.
4
SIGHT RESOURCE CORPORATION
Consolidated Statements of Cash Flows
(In thousands)
Three Months Ended
------------------------------
March 31, March 25,
2001 2000
------------------------------
(unaudited)
Operating activities:
Net loss $ (305) $ (287)
Adjustments to reconcile net loss to net cash provided by operating
activities:
Depreciation and amortization 915 939
Amortization and write-off of deferred financing costs 57 6
Amortization of unearned compensation --- 2
Loss on sale of assets --- 18
Changes in operating assets and liabilities:
Accounts receivable (210) (264)
Inventories 669 (241)
Prepaid expenses and other current assets (296) (35)
Accounts payable and accrued expenses (317) 211
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Net cash provided by operating activities 513 349
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Investing activities:
Purchases of property and equipment (124) (247)
Proceeds from sale of assets --- 160
Other assets (117) (22)
-------- -------
Net cash used in investing activities (241) (109)
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Financing activities:
Principal payments (12) (402)
Proceeds from notes --- 550
-------- -------
Net cash provided by (used in) financing activities (12) 148
-------- -------
Net increase in cash and cash equivalents 260 388
Cash and cash equivalents, beginning of period 532 166
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Cash and cash equivalents, end of period $ 792 $ 554
======== =======
Supplementary cash flow information:
Interest paid $ 241 $ 185
======== =======
Income taxes paid $ 49 $ 53
======== =======
See accompanying notes to consolidated financial statements.
5
Sight Resource Corporation
Notes to Consolidated Financial Statements
(In thousands, except share and per share data)
(1) The Company
Nature of Business
Sight Resource Corporation (the "Company") manufactures, distributes
and sells eyewear and related products and services.
(2) Summary of Significant Accounting Policies
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 March 31, 2001 and the results of its operations
and cash flows for the periods presented.
The Company's fiscal year ends on the last Saturday in December. Each
quarter represents a thirteen week period, except during a 53-week
year in which case one quarter represents a fourteen week period. The
quarters ended March 31, 2001 and March 25, 2000 were thirteen week
periods. Fiscal year 2001 is a 52-week fiscal year and 2000 was a 53-
week fiscal year.
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, as amended on Form 10-K/A, for the year ended December 30,
2000.
(3) Earnings Per Share
The following table provides a reconciliation of the numerators and
denominators of the basic and diluted loss per share computations for
the three months ended March 31, 2001 and March 25, 2000:
6
Sight Resource Corporation
Notes to Consolidated Financial Statements - (Continued)
(In thousands, except share and per share data)
Three Months Ended
-------------------------------------------
March 31, 2001 March 25, 2000
------------------- -------------------
Basic Loss Per Share
Net loss $ (305) $ (287)
---------- ----------
Net loss available to common shareholders (305) (287)
========== ==========
Weighted average common shares outstanding 9,260,000 9,226,000
Net loss per share $ (0.03) $ (0.03)
========== ==========
Diluted Loss Per Share
Net loss $ (305) $ (287)
---------- ----------
Net loss available to common shareholders (305) (287)
========== ==========
Weighted average common shares outstanding 9,260,000 9,226,000
Convertible preferred stock 0 0
Options and warrants 0 0
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Weighted average common shares outstanding
and potential shares 9,260,000 9,226,000
========== ==========
Net loss per share $ (0.03) $ (0.03)
========== ==========
Outstanding options, warrants and convertible preferred stock were not included
in the computation of diluted loss per share for the three months ended March
31, 2001, and March 25, 2000, since they would have been antidilutive. The
following table presents the number of outstanding options, warrants and
convertible preferred stock shares not included in the computation of diluted
loss per share.
Three Months Ended
----------------------------------------
March 31, March 25,
2001 2000
----------------- ------------------
Options 0 7,763
Warrants 0 1,545
Convertible preferred shares 1,452,119 1,452,119
----------------- ------------------
Total 1,452,119 1,461,427
================= ==================
(4) Operating Segment and Related Information
The following table presents certain operating segment information.
7
Sight Resource Corporation
Notes to Consolidated Financial Statements - (Continued)
(In thousands, except share and per share data)
For the three months ended March 31, 2001 and March 25, 2000.
Laser Vision Consolidated
Totals Eye Care Centers Correction All Other Totals
------ ---------------- ---------- --------- ------
2001 2000 2001 2000 2001 2000 2001 2000
--------------------------------------------------------------------------------------------
Revenues:
External customers $ 15,968 $ 17,349 $ 91 $ 170 $ 0 $ 0 $ 16,059 $ 17,519
Interest:
Interest income 0 0 0 0 7 12 7 12
Interest expense (2) (5) 0 0 (241) (218) (243) (223)
-------- -------- ---- ----- ------ ------- -------- --------
Net interest expense (2) (5) 0 0 (234) (206) (236) (211)
Depreciation and amortization 869 892 1 3 45 44 915 939
Income (loss) from operations 919 1,091 15 0 (982) (1,142) (48) (51)
Identifiable assets 33,082 30,616 35 10 1,412 10,217 34,529 40,843
Capital expenditures 89 231 0 2 35 14 124 247
Each operating segment is individually managed and has separate
financial results that are reviewed by the Company's chief operating
decision-makers. Each segment contains closely related products that
are unique to the particular segment.
The principal products of the Company's eye care centers are
eyeglasses, frames, ophthalmic lenses and contact lenses.
Profit from operations is net sales less cost of sales and selling,
general and administrative expenses, but is not affected by non-
operating charges/income or by income taxes.
Non-operating charges/income consists principally of net interest
expense.
In calculating profit from operations for individual operating
segments, certain administrative expenses incurred at the operating
level that are common to more than one segment are not allocated on a
net sales basis.
All intercompany transactions have been eliminated, and intersegment
revenues are not significant.
(5) Subsequent Event
(a) On April 23, 2001, the Company failed to make payments to
two noteholders, each in the aggregate principal amount of
$333,333. The Company is currently in discussions with
respect to such nonpayments; however, there can be no
assurance that such discussions will result in an outcome
favorable to the Company.
8
(b) On May 14, 2001, the Company and its primary lender agreed to enter into
the Amended and Restated Third Modification Agreement, which includes a
revised financing agreement. The Amended and Restated Third Modification
Agreement includes provisions and financial covenants which supercede the
provisions in the 1999 Agreement and the Original and Second Modification
Agreements, including the following:
i) The maturity dates on each of the revolving line note and the term
loan note are extended to December 31, 2002.
ii) Interest rates on the revolving note and term loan are as follows:
February 1, 2001 through September 30, 2001............ 6%
October 1, 2001 through December 31, 2001.............. 7%
January 1, 2002 through December 31, 2002.............. Prime rate
with minimum
of 8% and
maximum of
11%
iii) Scheduled monthly principal payments are as follows:
January 1, 2001 to June 30, 2001....................... $ 0
July 1, 2001 to December 31, 2001...................... $ 30,000
January 1, 2002 to December 31, 2002................... $100,000
iv) Failure to complete a financing or a series of financings, either
through the issuance of equity or debt subordinate to the bank, in
the amount of at least $2,300,000 by July 16, 2001 shall constitute
an event of default. As a result of this covenant, the related debt
has been classified as a current liability.
9
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 and
are subject to risks and uncertainties that could cause actual results to differ
materially from those set forth in or implied by such forward-looking
statements. These risks include, but are not limited to, the risks described
under "Business Risks and Cautionary Statements" in the Company's Form 10-K, as
amended on Form 10-K/A, for the fiscal year ended December 30, 2000 filed with
the Securities and Exchange Commission.
Overview
Sight Resource Corporation (the "Company") manufactures, distributes and
sells eyewear and related products and services. As of March 31, 2001, the
Company's operations consisted of 122 eye care centers with two regional optical
laboratories and three distribution centers. Based upon annual sales, the
Company is one of the fifteen largest providers in the United States' primary
eye care industry. The Company's eye care centers operate primarily under the
brand names Cambridge Eye Doctors, E.B. Brown Opticians, Eyeglass Emporium, Kent
Optical, Shawnee Optical, Vision Plaza, and Vision World. The Company also
provides or, where necessary to comply with applicable law, administers the
business functions of optometrists, ophthalmologists and professional
corporations that provide, vision related professional services.
The Company operates two regional optical laboratories and three
distribution centers. The regional optical laboratories provide complete
laboratory services to the Company's eye care centers, including polishing,
cutting and edging, tempering, tinting and coating of ophthalmic lenses. The
distribution centers provide and maintain an inventory of all accessories and
supplies necessary to operate the primary eye care centers in their regions, as
well as "ready made" eye care products, including contact lenses and related
supplies. The inventory of eyeglass lenses, frames, contact lenses, accessories
and supplies is acquired through a number of sources, domestic and foreign.
Management believes that the regional optical laboratories and distribution
centers have the capacity to accommodate additional multi-site eye care centers.
Results of Operations
Three Months Ended March 31, 2001 and March 25, 2000
Net Revenue. During the three months ended March 31, 2001, the Company generated
net revenue of approximately $16.0 million and $0.1 million from the operation
of its 122 eye care centers and its laser vision correction affiliation,
respectively, as compared to net revenue of approximately $17.3 million and $0.2
million from its 130 eye care centers and its laser vision correction
affiliation, respectively, for the three months ended March 25, 2000. The $1.4
million, or 8.0%, decrease in total net revenue primarily relates to the lower
average net sales per store, the closing of eight stores net of store additions
and the reduction of sales to the Company's largest managed care plan customer
in New England.
Cost of Revenue. Cost of revenue decreased from approximately $5.3 million from
the operation of the 130 eye care centers for the three months ended March 25,
2000 to approximately $4.8 million from the operation of the 122 eye care
centers for the three months ended March 31, 2001. Cost of revenue was
approximately $0.1 million from the operation of laser vision affiliations for
each of the three months ended March 31, 2001 and March 25, 2000. Total cost of
revenue as a percentage of net revenue decreased from 30.8% for the three months
ended March 25, 2000 to 30.6% for the three months ended
10
March 31, 2001. The improvement as a percentage of net revenue reflects
primarily the consolidation of optical laboratory operations. Cost of revenue
principally consisted of (i) the cost of manufacturing, purchasing and
distributing optical products to customers of the Company, and (ii) the cost of
delivering laser vision correction ("LVC") services, including depreciation and
maintenance on excimer lasers.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses were approximately $11.2 million for the three months
ended March 31, 2001 as compared to approximately $12.2 million for the three
months ended March 25, 2000. The decrease of approximately $1.0 million for the
three months ended March 31, 2001 as compared to the three months ended March
25, 2000 primarily relates to reduced staffing levels and lower marketing
expenditures. Selling, general and administrative expenses, as a percentage of
net revenue, increased slightly from 69.5% for the three months ended March 25,
2000 to 69.7% for the three months ended March 31, 2001.
Other Income and Expense. Interest income totaled $7,000 for the three months
ended March 31, 2001 as compared to $12,000 for the three months ended March 25,
2000. This decrease resulted from the investment of a lower average cash and
cash equivalents balance during the first three months of 2001 as compared to
the same period in 2000. Interest expense totaled $243,000 for the three months
ended March 31, 2001 as compared to $223,000 for the three months ended March
25, 2000. The increase is associated with a higher average balance of debt
outstanding during the first three months of 2001 as compared to the same period
in 2000.
Net Loss. The Company realized a net loss of $305,000, or $0.03 per share on a
basic and diluted weighted average basis, for the three months ended March 31,
2001 as compared to a net loss of $287,000, or $0.03 per share on a basic and
diluted weighted average basis, for the three months ended March 25, 2000.
Liquidity and Capital Resources
At March 31, 2001, the Company had approximately $0.8 million in cash and
cash equivalents and working capital deficit of approximately $6.1 million, in
comparison to approximately $0.5 million in cash and cash equivalents and
working capital deficit of approximately $6.3 million as of December 30, 2000.
The working capital deficit is primarily due to the bank debt of $5.9 million
with Sovereign Bank of New England ("Sovereign"), which was classified on March
31, 2001 and on December 30, 2000 as current with a maturity date of March 31,
2001, but which has been extended to December 31, 2002, among other things,
pursuant to the terms of the Amended and Restated Third Modification Agreement
(as defined below). The Amended and Restated Third Modification Agreement
requires that the Company obtain a financing or series of financings, either
through the issuance of equity or debt subordinate to Sovereign, in the amount
of at least $2.3 million on or before July 16, 2001. The bank debt continues to
be classified as current subject to the Company receiving the financing on or
before July 16, 2001.
The Company may need to raise additional funds in the near term and may
seek to raise those funds through additional financings, including public or
private equity offerings. There can be no assurance that funds will be available
for the contemplated financings or otherwise on terms acceptable to the Company,
if at all. If adequate funds are not available, the Company may be required to
limit its operations, which would have a material and adverse affect on the
Company.
Effective January 1, 1999, the Company acquired all of the outstanding
shares of capital stock of Shawnee Optical, Inc. ("Shawnee"). The purchase price
paid in connection with this acquisition was $1.75 million in cash, $0.3 million
in notes payable over three years and 70,000 shares of common stock. In
addition, the Company agreed to issue additional consideration to the Shawnee
stockholders if the market price of the Company's Common Stock did not equal or
exceed $5.00 per share at any time
11
during the period from January 22, 2000 to January 22, 2001. The market price of
the Company's Common Stock did not equal or exceed $5.00 during such period. The
amount of additional consideration due to the Shawnee stockholders for each
share of common stock issued in the acquisition and held by them on January 22,
2001 is equal to the difference between $5.00 and the greater of (a) the market
price on January 22, 2001 or (b) $2.45. As of January 22, 2001, the aggregate
additional consideration payable to the Shawnee sellers was $178,500. As a
result of the Company's obligation to issue additional consideration to the
Shawnee stockholders, the Company entered into a Settlement Agreement and Mutual
Release, dated March 20, 2001, with the Shawnee stockholders in which the
Company agreed to issue 238,000 shares of its common stock to the Shawnee
stockholders. At the time of the acquisition, the Company included the value of
this additional consideration in its determination of the purchase price. In
addition, the Company has failed to make required note payments to Shawnee
noteholders in the amount of $100,000 that were due on January 22, 2001.
Effective April 1, 1999, the Company acquired all of the outstanding shares
of capital stock of Kent Optical Company and its associated companies
(collectively, "Kent"). The purchase price paid in connection with this
acquisition was $5.209 million in cash, $1.0 million in notes payable over three
years and 160,000 shares of common stock. In addition, the Company offered to
issue additional consideration to the Kent stockholders if the market price of
the Company's common stock did not equal or exceed $5.00 per share at any time
during the period from April 23, 2000 to April 23, 2001. The market price of the
Company's common stock did not equal or exceed $5.00 per share at any time
during the period from April 23, 2000 to April 23, 2001. The amount of
additional consideration due to the Kent stockholders for each share of common
stock issued in the acquisition and held by them on April 23, 2001 is equal to
the difference between $5.00 and the greater of (a) the market price of the
common stock on April 23, 2001 or (b) $2.73. As of April 23, 2001, the aggregate
additional consideration payable to the Kent sellers was $363,200. At the
Company's option, the additional consideration may be paid to the Kent
stockholders in cash or in additional shares of the Company's common stock
valued at its market price on the date that the additional consideration becomes
payable to the Kent stockholders. At the time of the acquisition, the Company
included the value of this additional consideration in its determination of the
purchase price. In addition, the Company has failed to make required note
payments to Kent noteholders in the amount of $333,333 that were due on April
23, 2001. The Company is in discussions with the Kent noteholders regarding such
nonpayments; however, there can be no assurance that such discussions will
result in an outcome favorable to the Company.
In connection with the exercise of stock options to purchase 138,322 shares
(the "Option Shares") of the Company's common stock during fiscal 1997, Stephen
M. Blinn, a former executive officer and current Director of the Company,
executed a promissory note (the "Note") in favor of the Company for the
aggregate exercise price of $594,111. The Note is due on the earlier of
September 2, 2007 or the date upon which Mr. Blinn receives the proceeds of the
sale of not less than 20,000 of the Option Shares (the "Maturity Date").
Interest accrues at the rate of 6.55%, compounding annually, and is payable on
the earlier of the Maturity Date of the Note or upon certain Events of Default
as defined in the Note. The principal balance of the Note, together with accrued
and unpaid interest, was approximately $714,000 as of March 31, 2001. During the
third quarter of fiscal 2000, Mr. Blinn has informed the Company that he
understood that the terms of the Note permitted Mr. Blinn to satisfy in full his
obligations under the Note by either (a) returning the Option Shares to the
Company or (b) turning over to the Company any cash proceeds received by Mr.
Blinn upon a sale of the Option Shares. The Company has informed Mr. Blinn that
the Note is a full recourse promissory note, and that Mr. Blinn remains
personally liable for all unpaid principal and interest under the Note. Due to
Mr. Blinn's position regarding the Note and his failure to provide the Company
or the Company's accountants with a copy of his personal financial statements or
any other evidence of his ability to pay the amounts due under the Note, the
Company has established a $714,000 reserve for notes receivable and, subsequent
to the establishment of the reserve, the Company no longer recognizes as
interest income accrued interest related to the Note.
12
As of March 31, 2001, the Company had warrants outstanding which provide it
with potential sources of financing as outlined below. However, because of the
current market value of the Company's common stock, it is unlikely that any
subsequent proceeds may be realized by the Company.
Securities Number Potential
Outstanding Proceeds
--------------------------------------------------------------------------------
Class II Warrants 290,424 $2,613,816
Representative Warrants 170,000 1,436,500
Bank Austria AG, f/k/a Creditanstalt, Warrants 150,000 694,000
Sovereign Warrants 50,000 25,500
Sovereign Warrants 50,000 7,810
-------------
$4,777,376
=============
As of March 31, 2001, the Company also has outstanding 271,803 Class I
Warrants. The Class I Warrants entitle the holder to purchase an amount of
shares of the Company's common stock equal to an aggregate of up to 19.9% of the
shares of common stock purchasable under the Company's outstanding warrants and
options on the same terms and conditions of existing warrant and option holders.
The purchaser is obligated to exercise these warrants at the same time the
options and warrants of existing holders are exercised, subject to certain
limitations. The amount of proceeds from the exercise of these warrants cannot
be estimated at this time; however, for reasons stated above it is unlikely that
any proceeds would be realized by the Company.
On February 20, 1997, the Company entered into a Credit Agreement (the
"1997 Agreement") with a bank pursuant to which the Company could 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 part of the 1997 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. As noted in the next paragraph below, the Company has entered into a new
credit facility and retired the 1997 Agreement.
On April 15, 1999, the Company entered into a Credit Agreement (the "1999
Agreement") with Fleet National Bank ("Fleet") pursuant to which the Company
could borrow $10.0 million on an acquisition line of credit, of which $7.0
million is on a term loan basis and $3.0 million is on a revolving line of
credit basis, subject to certain performance criteria and an asset-related
borrowing base for the revolver. The performance criteria include, among others,
financial condition covenants such as net worth requirements, indebtedness to
net worth ratios, debt service coverage ratios, funded debt coverage ratios, and
pretax profit, net profit and EBITDA requirements. The acquisition line facility
bore interest at either Fleet's prime rate, or LIBOR plus 2.25%, or at a
comparable interest swap rate at the Company's election. The term loan facility
bore interest at LIBOR plus 2.25% or at a comparable interest swap rate at the
Company's election. The revolving credit facility bore interest at Fleet's prime
rate or LIBOR plus 2.0% at the Company's election.
At December 25, 1999, the Company was not in compliance with the following
financial covenants of the 1999 Agreement: minimum net worth, minimum debt
service coverage, maximum funded debt service coverage and minimum net profit.
However, on March 31, 2000, the Company and Fleet entered into a modification
agreement (the "Original Modification Agreement") that amended the 1999
Agreement in order to, among other things, waive the Company's default, adjust
certain covenants to which the Company is subject and terminate the acquisition
line of credit. In addition, the Original Modification Agreement limited the
revolving line note to $2.5 million and the term loan to $6.75 million and
established the maturity date for each of these credit lines as March 31, 2001.
Also, the Original Modification Agreement established the following interest
rates for both the revolving line note and term loan: (i) from March 31, 2000
through August 31, 2000 - prime rate plus 1.0%; (ii) from September 1, 2000
through October 31, 2000 - prime rate plus 2.0%; and (iii) from November 1, 2000
through March 31, 2001 - prime rate plus 3.0%. The scheduled monthly principal
payments for the term loan were
13
adjusted to $83,333.33 from April 2000 through July 2000, $100,000.00 from
August 2000 through December 2000 and $125,000.00 from January 2001 through
March 2001. As part of the Original Modification Agreement, the Company issued
to Fleet warrants to purchase 50,000 shares of the Company's common stock at an
exercise price of $0.51 per share which was equal to the average closing price
of the common stock for the last five trading days for the month of August 2000,
and warrants to purchase 50,000 shares of the Company's common stock at an
exercise price of $0.156 per share which was equal to the average closing price
of the Company's common stock for the last five trading days for the month of
December 2000. In August 2000, as a result of a bank merger, Sovereign became
the successor party to Fleet in the Original Modification Agreement.
On November 30, 2000, the Company and Sovereign entered into a second
modification agreement (the "Second Modification Agreement") that amended the
terms of the Original Modification Agreement in order to, among other things,
defer certain payments required under the term note and amend certain terms and
conditions of the 1999 Agreement. Sovereign deferred the required principal
payments due on December 1, 2000 in the amount of $100,000 and on January 1,
2001 in the amount of $125,000 until March 1, 2001 and March 22, 2001,
respectively. At December 30, 2000, the Company was in default for
non-compliance with certain negative covenants contained in the Second
Modification Agreement relating to minimum net worth, minimum debt service
coverage, maximum funded debt service coverage and minimum net profit.
On March 26, 2001, the Company and Sovereign entered into the Third
Modification Agreement (the "Third Modification Agreement") that amended the
terms of the Original Modification Agreement and the Second Modification
Agreement in order to, among other things, waive the Company's default, adjust
or delete certain covenants to which the Company was subject, change the
repayment terms and extend the maturity date of the loans to December 31, 2002.
In addition, the Third Modification Agreement required that the Company close an
equity financing of at least $1.0 million with third party investors on or
before May 31, 2001. The Third Modification Agreement establishes the following
annual interest rates for both the revolving line and term loans: (i) from
February 1, 2001 through September 30, 2001 - 6%; (ii) from October 1, 2001
through December 31, 2001 - 7%; (iii) from January 1, 2002 through December 31,
2002 - prime rate subject to a minimum rate of 8% and a maximum rate of 11%. The
scheduled monthly principal payments do not begin until July 1, 2001 and are
$30,000 from July 1, 2001 through December 31, 2001, and $100,000 from January
1, 2002 through December 31, 2002. As of March 31, 2001, $5.9 million was
borrowed on the term loan and $2.5 million was borrowed on the revolving credit
facility.
On May 14, 2001, the Company and Sovereign amended and restated the
Third Modification Agreement (the "Amended and Restated Third Modification
Agreement"). The Amended and Restated Third Modification Agreement contains the
same terms as the Third Modification Agreement, except that the Amended and
Restated Third Modification Agreement no longer requires the Company to close an
equity financing of at least $1.0 million on or before May 31, 2001, but instead
requires the Company to close a financing or series of financings, either
through the issuance of equity or debt subordinate to Sovereign, of at least
$2.3 million with third party investors on or before July 16, 2001. The Company
is presently in discussions with potential investors to obtain a financing or
series of financings of at least $2.3 million on or before July 16, 2001;
provided, however, there can no assurance that the Company will obtain such
financing.
The Company has an acquisition strategy to acquire and integrate the
assets of multi-site eye care centers and the practices of eye care
professionals and to employ or enter into management services contracts with
these professionals. This strategy includes both expanding existing regional
markets and entering new regional markets. The Company will also target
acquisitions in strategic markets that will serve as platforms from which the
Company can consolidate a given service area by making and integrating
additional "in-market" acquisitions. The Company from time to time will evaluate
potential acquisition candidates. Without additional funding, the Company's rate
of acquisition and size of acquisition will be limited.
Recent Accounting Pronouncements
14
In June, 1998, the Financial Accounting Standards Board issued SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities," which
establishes accounting standards for derivative instruments, including certain
derivative instruments embedded in other contracts (collectively referred to as
"derivatives") and for hedging activities. The Company adopted SFAS No. 133
effective the first day of fiscal 2001. The adoption of SFAS No. 133 had no
impact on the consolidated financial statements of the Company. The Company is
not currently involved in derivative instruments or hedging activities.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK
The Company has not entered into any transactions using derivative
financial instruments or derivative commodity instruments and believes that its
exposure to market risk associated with other financial instruments (such as
investments) are not material.
15
PART II. OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds
On March 20, 2001, the Company issued an aggregate of 238,000 shares
(the "Shawnee Shares") of its Common Stock, par value $.01 per share to Robert
U. Leonardi, Judith R. Servis and Christopher J. Wolf (the "Shawnee Sellers")
pursuant to a Settlement Agreement and Mutual Release, dated March 20, 2001,
with the Company. No underwriters were involved in the transaction listed above.
The Shawnee Shares were issued as additional and final consideration in
connection with the Company's acquisition of all of the capital stock of Shawnee
Optical, Inc., effective January 1, 1999. The Company agreed to pay additional
consideration to the Shawnee Sellers if the market price of the Company's Common
Stock did not equal to or exceed $5.00 at any time during the period from
January 22, 2000 to January 22, 2001. The market price of the Company's Common
Stock did not equal or exceed $5.00 during such period. Because the shares were
issued as additional consideration in connection with an acquisition, the
Company did not receive any cash proceeds. The Company relied upon Section 4(2)
of the Securities Act of 1933, as amended, because the above transactions did
not involve any public offering by the Company.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit No. Title
----------- -----
10.1 Settlement Agreement and Mutual Release,
dated as of March 20, 2001, by and among
Sight Resource Corporation, Shawnee Optical
Inc., and each of Robert U. Leonardi, Judith
R. Servis and Christopher J. Wolf, OD
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the quarter
covered by this report.
16
SIGNATURES
Pursuant to the requirements of the Securities and 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: May 15, 2001 By: /S/ WILLIAM T. SULLIVAN
------------ -------------------------------
William T. Sullivan
President and Chief Executive Officer
(principal executive officer)
Date: May 15, 2001 By: /S/ JAMES NORTON
------------ ---------------------
James Norton
Chief Financial Officer
(principal financial officer)
17
Exhibit Index
Exhibit No. Title
----------- -----
10.1 Settlement Agreement and Mutual Release, dated as of March
20, 2001, by and among Sight Resource Corporation, Shawnee
Optical, Inc. and each of Robert U. Leonardi, Judith R.
Servis and Christopher J. Wolf, OD
18