<PAGE>
 
                       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 27, 1999 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
--------------------------------------------------------------------------------
                           (Issuer's telephone number)

                                       N/A
--------------------------------------------------------------------------------
              (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 May 1, 1999, 9,220,952 shares (does not include 30,600 shares held as
treasury stock) of common stock, par value $0.01 per share, were outstanding.

                                                       TOTAL PAGES           21
                                                       EXHIBIT INDEX AT PAGE 20

                                       1
<PAGE>
 
                           Sight Resource Corporation
                                      Index



PART I.    FINANCIAL INFORMATION                                           Page
                                                                           ----
Item 1     Financial Statements

           Consolidated Balance Sheets as of March 27, 1999 and
           December 31, 1998                                                  3

           Consolidated Statements of Operations for the Three
           Months Ended  March 27, 1999 and March 31, 1998                    4

           Consolidated Statements of Cash Flows for the Three
           Months Ended  March 27, 1999 and March 31, 1998                    5

           Notes to Consolidated Financial Statements                         6


Item 2     Management's Discussion and Analysis of Financial Condition and
           Results of Operations                                             13


PART II.   OTHER  INFORMATION

Item 2     Changes in Securities and Use of Funds                            19

Item 6     Exhibits and Reports on Form 8-K                                  20

           Signatures                                                        21

                                       2
<PAGE>
 
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements

                           SIGHT RESOURCE CORPORATION
                           Consolidated Balance Sheets
                 (In thousands, except share and per share data)

<TABLE>
<CAPTION>
                                                                  March 27,    December 31,
                                                                    1999          1998
                                                                -----------    ------------
                                                                (unaudited)
<S>                                                             <C>            <C>     
Assets 
Current assets:
   Cash and cash equivalents                                      $    954       $  1,860
   Accounts receivable, net of allowance
     of $1,138 and $748, respectively                                3,386          2,658
   Inventories                                                       5,007          4,584
   Prepaid expenses and other current assets                           560            377
                                                                  --------       --------
      Total current assets                                           9,907          9,479
                                                                  --------       --------

Property and equipment                                              14,748         13,217
Less accumulated depreciation                                       (8,700)        (7,077)
                                                                  --------       --------
      Net property and equipment                                     6,048          6,140
                                                                  --------       --------

Other assets:
   Intangible assets, net                                           17,278         15,337
   Other assets                                                        967          1,189
                                                                  --------       --------
     Total other assets                                             18,245         16,526
                                                                  --------       --------
                                                                  $ 34,200       $ 32,145
                                                                  ========       ========

Liabilities & Stockholders' Equity
Current liabilities:
   Revolver notes payable                                         $    745       $      0
   Current portion of long term debt                                   388            146
   Current portion of capital leases                                    49             34
   Accounts payable                                                  2,618          2,870
   Accrued expenses                                                  3,540          3,253
                                                                  --------       --------
      Total current liabilities                                      7,340          6,303
                                                                  --------       --------

Non-current liabilities:
  Long term debt, less current maturities                              763            184
  Capital leases                                                        19             13
  Other liabilities                                                    166            151
                                                                  --------       --------
     Total non-current liabilities                                     948            348
                                                                  --------       --------

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; issued 9,091,552 at March  27, 1999
     and 8,936,330 at  December 31, 1998                                91             90
   Additional paid-in capital                                       37,518         36,847
   Common stock issuable, 71,181 shares at December 31, 1998             0            432
   Treasury stock at cost, 30,600 shares at March 27,
      1999 and December 31, 1998                                      (137)          (137)
   Unearned compensation                                               (17)           (22)
   Accumulated deficit                                             (18,078)       (18,251)
                                                                  --------       --------
      Total stockholders' equity                                    19,377         18,959
                                                                  --------       --------
                                                                  $ 34,200       $ 32,145
                                                                  ========       ========
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       3
<PAGE>
 
                           SIGHT RESOURCE CORPORATION
                      Consolidated Statements of Operations
                 (In thousands, except share and per share data)


<TABLE>
<CAPTION>
                                                        Three Months Ended
                                                  -------------------------------
                                                     March 27,          March 31,
                                                       1999                1998
                                                  ------------       ------------
                                                            (unaudited)
<S>                                               <C>                <C>         
Net revenue                                       $     15,764       $     13,580

Cost of revenue                                          5,013              4,752
                                                  ------------       ------------

   Gross profit                                         10,751              8,828

Selling, general and administrative expenses            10,194              8,895
                                                  ------------       ------------

Income (loss) from operations                              557                (67)
                                                  ------------       ------------

Other income (expense)
   Interest income                                          42                 71
   Interest expense                                        (82)               (51)
   Gain on sale of assets                                    0                 69
   Write off of deferred financing costs                  (323)                 0
                                                  ------------       ------------
     Total other income (expense)                         (363)                89
                                                  ------------       ------------

     Income before income tax expense                      194                 22

Income tax expense                                          21                  9
                                                  ------------       ------------

Net income                                        $        173       $         13
                                                  ============       ============

Net earnings per common share:
     Basic                                        $       0.02       $       0.00
                                                  ============       ============
     Diluted                                      $       0.02       $       0.00
                                                  ============       ============

Number of shares used to compute net
  earnings per common share:
     Basic                                           9,061,000          8,785,000
                                                  ============       ============
     Diluted                                        10,564,000         10,266,000
                                                  ============       ============
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       4
<PAGE>
 
                           SIGHT RESOURCE CORPORATION
                      Consolidated Statements of Cash Flows
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                  Three Months Ended
                                                                 March 27,     March 31,
                                                                   1999          1998
                                                                  -------       -------
                                                                       (unaudited)
<S>                                                               <C>           <C>    
Operating activities:
   Net income                                                     $   173       $    13
   Adjustments to reconcile net income (loss)  to net cash
         used in operating activities:
      Depreciation and amortization                                   809           592
      Amortization and write off of deferred financing costs          344            21
      Amortization of unearned compensation                             5             0
      Gain on sale of assets                                            0           (69)
      Changes in operating assets and liabilities:
         Accounts receivable                                         (607)         (444)
         Inventories                                                  (94)           69
         Prepaid expenses and other current assets                   (162)         (213)
         Accounts payable and accrued expenses                       (919)         (756)
                                                                  -------       -------
             Net cash used in operating activities                   (451)         (787)
                                                                  -------       -------

Investing activities:
   Purchases of property and equipment                               (193)         (148)
   Payments for acquisitions                                       (1,750)          (12)
   Proceeds from sale of assets                                         0            99
   Notes issued for acquisition                                       300             0
   Other assets                                                       (74)           17
                                                                  -------       -------
         Net cash used in investing activities                     (1,717)          (44)
                                                                  -------       -------

Financing activities:
   Principal payments                                                 (60)       (1,000)
   Proceeds from notes                                              1,259             0
   Proceeds from issuance of stock                                      0           121
   Other liabilities                                                   63            (7)
                                                                  -------       -------
         Net cash provided by (used in) financing activities        1,262          (886)
                                                                  -------       -------

Net decrease in cash and cash equivalents                            (906)       (1,717)

Cash and cash equivalents, beginning of period                      1,860         6,076
                                                                  -------       -------

Cash and cash equivalents, end of period                          $   954       $ 4,359
                                                                  =======       =======
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       5
<PAGE>
 
                           Sight Resource Corporation
                   Notes to Consolidated Financial Statements
                 (In thousands, except share and per share data)

(1)  The Company

     (a)  Nature of Business

          Sight Resource Corporation (the "Company") manufactures, distributes
          and sells eyewear and related products and services.

     (b)  Acquisitions

          Effective April 1, 1998, the Company acquired one hundred percent of
          the outstanding shares of stock of Eye Glass Emporium, Inc. ("Eyeglass
          Emporium"). The purchase price paid in connection with this
          acquisition was $2,309 in cash, $350 in notes payable in twelve equal
          quarterly installments commencing June 30, 1998, and 87,940 shares of
          common stock. Eyeglass Emporium operated nine eye care centers in
          Indiana. The acquisition was accounted for using the purchase method
          of accounting.

          Effective January 1, 1999, the Company acquired one hundred percent of
          the outstanding shares of stock of Shawnee Optical, Inc. ("Shawnee").
          The purchase price paid in connection with this acquisition was $1,750
          in cash, $300 in notes payable over three years and 70,000 shares of
          common stock. Shawnee operated nine eye care centers in Pennsylvania
          and Ohio. The acquisition was accounted for using the purchase method
          of accounting. In connection with the acquisition, the Company
          recorded purchase accounting adjustments to increase liabilities and
          establish reserves for the closing of facilities and related
          restructuring costs, including lease commitments and severance costs.
          Total acquisition reserves at March 27, 1999 are $450.

          The results of operations of the 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 March 27, 1999 and the results of its operations and cash flows for
          the periods presented.

          The Company's fiscal year ends on the Saturday closest to the last day
          of December. Each quarter represents a thirteen week period, except
          during a 53-week year. Fiscal years 1999 and 1998 are 52 weeks.
          Previously, for convenience, the Company reported the quarter and year
          ending dates as the month end date. Beginning with the first quarter
          of 1999 and henceforth, the Company will report the fiscal period end
          date, not the month end date. As noted above, the first quarter of
          1999 ended March 27, 1999.

                                       6
<PAGE>
 
                           Sight Resource Corporation
                   Notes to Consolidated Financial Statements
                 (In thousands, except share and per share data)

          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, 1998.

     (b)  Principles of Consolidation

          The Company's results of operation include the accounts of the
          Company, its wholly-owned subsidiaries and three professional
          corporations ("PCs") in which the Company's subsidiaries assume the
          financial risks and rewards of such entities. The Company has no
          direct equity ownership in the PCs since the outstanding voting
          capital stock of each of the PCs is 100% owned by a licensed
          optometrist (the "nominee shareholder") who has, in turn, executed a
          Stock Restrictions and Pledge Agreement (a "Pledge Agreement") in
          favor of a subsidiary of the Company. Each Pledge Agreement contains
          provisions that provide the Company with the ability at all times to
          cause a change in the nominee shareholder and for an unlimited number
          of times, at nominal cost. The purchase price for a sale of a PCs
          stock is equal to the aggregate book value of the PC, which will
          always be a nominal cost because each PC operates at an almost
          break-even level generating a nominal profit, if any at all. 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)  Statement of Cash Flows

          Cash and cash equivalents consist of cash in banks and short-term
          investments with original maturities of three months or less.

     (d)  Financial Instruments

          The carrying amount of cash and cash equivalents, accounts receivable,
          accounts payable and accrued expenses approximate fair value because
          of the short maturity of these items. The carrying amount of other
          long-term maturities approximates fair value. The carrying amount of
          the Company's revolving line of credit approximates fair value because
          the borrowing rate changes with market interest rates.

     (e)  Revenue Recognition

          Revenue and the related costs from the sale of eyewear are recognized
          at the time an order is complete. Revenue from eye care services is
          recognized when the service is performed. The Company has fee for
          service arrangements with most of its third party payors. Revenue is
          reported net of contractual allowances.

                                       7
<PAGE>
 
                           Sight Resource Corporation
                   Notes to Consolidated Financial Statements
                 (In thousands, except share and per share data)

          Under 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 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.

     (f)  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.

     (g)  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 assets. The Company assesses the recoverability of the
          undepreciated property and equipment when factors indicate that
          impairment may have occurred by comparing anticipated profits and
          future, undiscounted cash flows to net book value. In performing this
          analysis, management considers such factors as current results,
          trends, and future prospects, in addition to other economic factors.

     (h)  Advertising

          Advertising costs are expensed as incurred.

     (i)  Intangible Assets

          Intangible assets resulting from the acquisition of businesses consist
          of patient 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
          5 to 25 years. The Company assesses the recoverability of unamortized
          intangible assets on an ongoing basis by comparing anticipated
          operating profits and future, undiscounted cash flows to net book
          value. If anticipated operating profits and future, undiscounted cash
          flows are less than the net book value, then an impairment charge is
          recorded to reduce the carrying value of the assets to fair value. In
          performing this analysis, management considers such factors as current
          results, trends, and future prospects, in addition to other economic
          factors.

     (j)  Income Taxes

          The Company follows the asset and liability method of accounting for
          income taxes and records deferred tax assets and liabilities based on
          temporary differences between the tax bases of assets and liabilities
          and their carrying amounts for financial statement purposes.

                                       8
<PAGE>
 
                           Sight Resource Corporation
                   Notes to Consolidated Financial Statements
                 (In thousands, except share and per share data)

     (k)  Deferred Revenue

          The Company offers a contact lens purchasing program in which, for a
          set fee, customers may purchase contact lenses at discounted rates for
          a 12 month period. The Company recognizes revenue from the sales of
          its contact lens purchasing program on a monthly basis over the life
          of the program. Company recognizes revenue from the sales of its
          contact lens purchasing program on a monthly basis over the life of
          the program.

     (l)  Net Earnings Per Share

          Earnings per share are computed based on Statement of Financial
          Accounting Standards No. 128 "Earnings per Share" ("SFAS 128"). SFAS
          128 requires presentation of basic earnings per share ("Basic EPS")
          and diluted earnings per share ("Diluted EPS") by all entities that
          have publicly traded common stock or potential common stock (options,
          warrants, convertible securities or contingent stock arrangements).
          Basic EPS is computed by dividing income available to common
          stockholders by the weighted average number of common shares
          outstanding during the period. The computation of Diluted EPS does not
          assume conversion, exercise or contingent exercise of securities that
          would have an antidilutive effect on earnings.


The following table provides a reconciliation of the numerators and denominators
of the basic and diluted earnings per share computations for the three months
ended March 27, 1999 and March 31, 1998:

<TABLE>
<CAPTION>
                                                        Three Months Ended
                                                     March 27,        March 31,
                                                        1999            1998
                                                    ----------      ----------
<S>                                                 <C>             <C>       
Basic Income Per Share
Net income                                                 173              13
                                                    ----------      ----------
Net income available to common shareholders                173              13
                                                    ==========      ==========
Weighted average common shares outstanding           9,061,000       8,785,000
Net income per share                                     $0.02           $0.00
                                                    ==========      ==========

Diluted Income Per Share
Net income                                                 173              13
                                                    ----------      ----------
Net income available to common shareholders                173              13
                                                    ==========      ==========
Weighted average common shares outstanding           9,061,000       8,785,000
Convertible preferred stock                          1,452,000       1,452,000
Options                                                 51,000          29,000
                                                    ----------      ----------
Weighted average common shares outstanding and
potential shares                                    10,564,000      10,266,000
                                                    ==========      ==========
Net income per share                                     $0.02           $0.00
                                                    ==========      ==========
</TABLE>

                                       9
<PAGE>
 
                           Sight Resource Corporation
                   Notes to Consolidated Financial Statements
                 (In thousands, except share and per share data)

(3)   Debt
      Debt consists of the following:
<TABLE>
<CAPTION>
                                                                                 March 27,  December 31,
                                                                                    1999        1998
                                                                                 ---------  ------------
<S>                                                                              <C>        <C> 
      Bank term loan payable, 9.25% interest rate, principal and interest due
      quarterly until December 31, 2002                                            $  559      $  0

      Unsecured notes payable, 7.5% interest rate, principal due annually and
      interest due quarterly until January, 2002                                      300         0

      Unsecured note payable, 7% interest rate, principal and
      interest due quarterly until March 31, 2001                                     233       263

      Unsecured note payable, 12% interest rate, principal and interest due
      monthly until January, 2001                                                      59        67
                                                                                   ------      ----
                                                                                    1,151       330

      Less current maturities                                                         388       146
                                                                                   ======      ====
      Long term debt, less current maturities                                      $  763      $184
                                                                                   ======      ====
</TABLE>

On January 22, 1999, as part of the acquisition of Shawnee, the Company issued
three-year notes to the sellers in the aggregate amount of $300. The annual
interest rate is 7.5%. Principal is due in three annual substantially equal
installments beginning January, 2000 and continuing until January, 2002.
Interest is due quarterly in arrears beginning March, 1999 and continuing until
January, 2002.

On April 8, 1998, as part of the acquisition of Eyeglass Emporium, the Company
issued a three-year $350 note to the seller. The annual interest rate is 7.0%.
Principal and interest are due quarterly in arrears from June 30, 1998 through
March 31, 2001.

On February 20, 1997, the Company entered into a Credit Agreement (the "1997
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. The term loan facility bears interest at the bank's prime
rate plus 1.5% (9.25% at March 27, 1999) or LIBOR plus 3% at the Company's
election and the revolving credit facility bears interest at the bank's prime
rate plus 1.25% (9.0% at March 27, 1999) or LIBOR plus 2.75% at the Company's
election. These loans are secured by all assets of the Company and its wholly
owned subsidiaries. As of March 27, 1999, $559 was borrowed on the term loan and
$700 was borrowed on the revolving credit facility.

In January 1996, one of the Company's subsidiaries entered into a five-year,
$140 construction note payable relating to one of its mall locations. The annual
interest rate is 12%. Principal and interest payments are due monthly until
January 2001.

                                       10
<PAGE>
 
                           Sight Resource Corporation
                   Notes to Consolidated Financial Statements
                 (In thousands, except share and per share data)

(4)  Segment Reporting

The following table presents certain operating segment information.

For the three months ended March 27, 1999 and March 31, 1998.

<TABLE>
<CAPTION>
                                             Eye Care            Laser Vision              All                Consolidated
                                              Centers             Correction              Other                   Totals
                                         1999         1998      1999     1998       1999        1998         1999         1998
                                       --------     --------     -----     ----    -------     -------     --------     --------
<S>                                    <C>          <C>          <C>       <C>     <C>         <C>         <C>          <C>     
Revenues:
   External Customers                  $ 15,100     $ 13,155     $ 664     $425    $     0     $     0     $ 15,764     $ 13,580

Interest:
   Interest income                            0            0         0        0         42          71           42           71
   Interest expense                         (25)         (25)       (2)       0        (55)        (26)         (82)         (51)
                                       --------     --------     -----     ----    -------     -------     --------     --------
      Net interest income/(expense)         (25)         (25)       (2)       0        (13)         45          (40)          20

Depreciation and amortization               741          559        33       24         35           9          809          592

Income/(loss) from operations             1,433          615       243       12     (1,119)       (694)         557          (67)

Identifiable assets                      29,766       26,925       614      600      3,790       5,340       34,170       32,865

Capital expenditures                        193          148         0        0          0           0          193          148
</TABLE>


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. The Company also operates two laser vision
correction centers.

Income from operations is net sales less cost of sales and selling, general and
administrative expenses, but is not affected by nonoperating charges/income or
by income taxes. Nonoperating charges/income consists principally of net
interest expense.

In calculating income 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.

                                       11
<PAGE>
 
                           Sight Resource Corporation
                   Notes to Consolidated Financial Statements
                 (In thousands, except share and per share data)

(5)  Subsequent Events

Effective April 1, 1999, the Company acquired one hundred percent of the
outstanding shares of stock of Kent Optical Company and its affiliates ("Kent
Optical"). The purchase price of this acquisition was $5,200 in cash, $1,000 in
notes payable in annual substantially equal installments commencing April, 2000
and continuing until April, 2002, and 160,000 shares of common stock. Kent
Optical operates twenty-eight eye care centers in central and southwest
Michigan. The acquisition will be accounted for using the purchase method of
accounting.

The following unaudited pro forma financial information gives effect to the
acquisition as if the acquisition of Kent was effective January 1, 1998:

<TABLE>
<CAPTION>
(in thousands except for per share data)       Three Months Ended
                                         March 27, 1999   March 31, 1998
                                         --------------   --------------
<S>                                      <C>              <C>    
Revenue                                      $18,329         $16,264
Income                                       $   219         $   118
Basic and Diluted Earnings per Share         $  0.02         $  0.01
Number of Shares Used to Compute
 Earnings per Share:
 Basic                                         9,221           8,945
 Diluted                                      10,724          10,426
</TABLE>

The above unaudited pro forma financial information reflects certain
adjustments, including amortization of goodwill, and an increase in the weighted
average shares outstanding. This pro forma information does not necessarily
reflect the results of operations that would have occurred had the acquisition
taken place at the beginning of 1998 and is not necessarily indicative of
results that may be obtained in the future.

On April 15, 1999, the Company entered into a Credit Agreement (the "1999
Agreement") with a bank pursuant to which the Company can borrow $10,000 on an
acquisition line of credit, $7,000 on a term loan basis and $3,000 on a
revolving line of credit basis, subject to certain performance criteria and a
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 bears interest at either the bank's prime rate, or
LIBOR plus 2.25%, or at a comparable interest swap rate at the Company's
election. The term loan facility bears interest at LIBOR plus 2.25% or at a
comparable interest swap rate at the Company's election. The revolving credit
facility bears interest at the bank's prime rate or LIBOR plus 2.0% at the
Company's election. Amounts borrowed under the 1999 Agreement will be used to
finance future acquisitions, retire existing bank debt, provide ongoing working
capital and for other general corporate purposes. As of April 23, 1999 $7,000
was borrowed on the term loan and $975 was borrowed on the revolving credit
facility.

                                       12
<PAGE>
 
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 10-K for the fiscal year ended
December 31, 1998 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 27, 1999, the Company's
operations consisted of 102 eye care centers, with three regional optical
laboratories and distribution centers, making the Company one of the seventeen
largest providers in the United States' primary eye care industry based upon
sales. After giving effect of the Kent Optical acquisition of April 23, 1999,
operations consisted of 130 eye care centers. The Company's eye care centers
operate primarily under the brand names Cambridge Eye Doctors, E. B. Brown
Opticians, Eyeglass Emporium, 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. In
addition, as of March 27, 1999 the Company operated two laser vision correction
("LVC") centers.

The Company operates three regional optical laboratories and 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 27, 1999 and March 31, 1998

Net Revenue. The Company generated net revenue of approximately $15.1 and $0.7
million during the three months ended March 27, 1999 from the operation of its
102 eye care and two LVC centers, respectively, as compared to net revenue of
approximately $13.2 and $0.4 million from its 84 eye care and three LVC centers,
respectively, for the 

                                       13
<PAGE>
 
three months ended March 31, 1998. The $2.2 million, or 16.2%, increase in total
net revenue primarily relates to the additional eighteen eye care centers
acquired since March, 1998.

Cost of Revenue. Cost of revenue increased from approximately $4.5 and $0.3
million from the operation of the 84 eye care and three LVC centers,
respectively, for the three months ended March 31, 1998 to approximately $4.7
and $0.4 million from the operation of the 102 eye care and two LVC centers,
respectively, for the three months ended March 27, 1999. Total cost of revenue
as a percentage of net revenue decreased from 35.0% for the three months ended
March 31, 1998 to 31.8% for the three months ended March 27, 1999. The
improvement as a percentage of net revenue reflects the realization of purchase
economies, less sales price discounting, and, to a lesser extent, some small
retail price increases. Cost of revenue principally consisted of (i) the cost of
manufacturing, purchasing and distributing optical products to its customers and
(ii) the cost of delivering LVC services, including depreciation and maintenance
on excimer lasers.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses were approximately $10.2 million for the three months
ended March 27, 1999 as compared to approximately $8.9 million for the three
months ended March 31, 1998. The increase primarily relates to payroll and
facility costs incurred in operating the nine additional eye care centers
acquired effective April 1, 1998 and the nine additional eye care centers
acquired effective January 1, 1999. Selling, general and administrative
expenses, as a percentage of net revenue, declined from 65.5% for the three
months ended March 31, 1998 to 64.7% for the three months ended March 27, 1999.
The decrease is primarily a result of (i) the nine eye care centers acquired
effective April 1, 1998 and the nine eye care centers acquired effective January
1, 1999, which operate with a level of selling, general and administrative
expenses as a percentage of net revenue that is lower than that of the Company
and its other subsidiaries, and (ii) the Company's ability to better leverage
its fixed expenses in connection with the acquisition of multi-site eye care
centers.

Other Income and Expense. Interest income totaled $42,000 for the three months
ended March 27, 1999 as compared to $71,000 for the three months ended March 31,
1998. This decrease resulted from the investment of a lower average cash and
cash equivalents balance during the first three months of 1999 as compared to
the same period in 1998. Interest expense totaled $82,000 for the three months
ended March 27, 1999 as compared to $51,000 for the three months ended March 31,
1998. The increase is associated with a higher average balance of debt
outstanding during the first three months of 1999 as compared to the same period
in 1998. The sale of certain ophthalmic equipment during the three months ended
March 31, 1998 generated a one-time gain of approximately $69,000. The non-cash
write off of deferred financing costs for the three months ended March 27, 1999
results from the costs associated with the company's prior credit facility.

Net Income. The Company realized net income of $173,000, or $0.02 per share on a
basic and diluted weighted average basis, for the three months ended March 27,
1999 as compared to net income of $13,000, or $0.00 per share on a basic and
diluted weighted average basis, for the three months ended March 31, 1998.

                                       14
<PAGE>
 
Liquidity and Capital Resources

At March 27, 1999, the Company had approximately $1.0 million in cash and cash
equivalents and working capital of approximately $2.6 million, in comparison to
approximately $1.9 million in cash and cash equivalents and working capital of
approximately $3.2 million as of December 31, 1998. The decrease in working
capital is primarily due to the purchase of the nine Shawnee Optical eye care
centers effective January 1, 1999.

Effective April 1, 1998, the Company acquired one hundred percent of the
outstanding shares of stock of Eye Glass Emporium, Inc. ("Eyeglass Emporium").
The purchase price paid in connection with this acquisition was $2,309 in cash,
$350 in notes payable in twelve equal quarterly installments commencing June 30,
1998, and 87,940 shares of common stock. Eyeglass Emporium operated nine eye
care centers in Indiana. The acquisition was accounted for using the purchase
method of accounting.

Effective January 1, 1999, the Company acquired one hundred percent of the
outstanding shares of stock of Shawnee Optical, Inc. ("Shawnee"). The purchase
price paid in connection with this acquisition was $1,750 in cash, $300 in notes
payable over three years and 70,000 shares of common stock. Shawnee operated
nine eye care centers in Pennsylvania and Ohio. The acquisition was accounted
for using the purchase method of accounting.

Effective April 1, 1999, the Company acquired one hundred percent of the
outstanding shares of stock of Kent Optical Company and its affiliates ("Kent
Optical"). The purchase price of this acquisition was $5,200 in cash, $1,000 in
notes payable in annual substantially equal installments commencing April, 2000
and continuing until April, 2002, and 160,000 shares of common stock. Kent
Optical operates twenty-eight eye care centers in central and southwest
Michigan. The acquisition was accounted for using the purchase method of
accounting.

As of March 27, 1999, 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
Unit Purchase Options                                     215,000    3,700,000
Class II Warrants                                         290,424    2,032,968
Bank Austria AG, f/k/a Creditanstalt, Warrants            150,000      694,000
Representative Warrants                                   170,000    1,400,000
                                                                   ============
                                                                   $22,626,968
                                                                   ============
</TABLE>

The Company also has outstanding 891,942 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 

                                       15
<PAGE>
 
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.

There can be no assurance that the Company will obtain any such proceeds from
the exercise of the above securities.

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 a bank pursuant to which the Company can borrow $10,000 on an
acquisition line of credit, $7,000 on a term loan basis and $3,000 on a
revolving line of credit basis, subject to certain performance criteria and a
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 bears interest at either the bank's prime rate, or
LIBOR plus 2.25%, or at a comparable interest swap rate at the Company's
election. The term loan facility bears interest at LIBOR plus 2.25% or at a
comparable interest swap rate at the Company's election. The revolving credit
facility bears interest at the bank's prime rate or LIBOR plus 2.0% at the
Company's election. Amounts borrowed under the 1999 Agreement will be used to
finance future acquisitions, retire existing bank debt, provide ongoing working
capital and for other general corporate purposes. As of April 23, 1999 $7,000
was borrowed on the term loan and $975 was borrowed on the revolving credit
facility.

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 is currently evaluating potential acquisition candidates.

The Company anticipates that its working capital and sources of capital, such as
the existing credit facility, will be adequate to fund the Company's currently
proposed activities for at least the 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 eye care centers.

                                       16
<PAGE>
 
Recent Accounting Pronouncements

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. SFAS No. 133, which becomes effective
for the Company in its fiscal year ending December 30, 2000 is not expected to
have a material impact on the consolidated financial statements of the Company.


Year 2000 Issue

When used in this section, the words or phrases "plans to", "expects to",
"believes" or similar expressions are intended to identify "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such statements are subject to certain risks and uncertainties,
including those discussed below, that could cause actual results to differ
materially from historical results and those presently anticipated or projected.
The Company wishes to caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made. The Company
will not undertake and specifically declines any obligation to publicly release
the result of any revisions which may be made to any forward-looking statements
to reflect events or circumstances after the date of such statements or to
reflect the occurrence of anticipated or unanticipated events.

The "Year 2000" issue refers to the inability of certain computer systems, as
well as certain hardware and equipment containing embedded microprocessors with
date sensitive data, to recognize accurate dates commencing on or after January
1, 2000. This has the potential to affect the operation of these systems
adversely and materially. The Company has identified four phases in its Year
2000 compliance efforts: discovery, assessment, remediation and applicable
testing and verification.

The Company has substantially completed its assessment of critical internal
systems which include customer service, customer order entry, lab operations,
purchasing and financial situations. The Company has surveyed, by written
questionnaire, its principal vendors, customers and others on whom it relies to
assure that their systems will be Year 2000 compliant, and that they will be
able to continue their business with the Company without interruption. The
Company has received written confirmation of Year 2000 compliance from vendors
and suppliers of its (i) point of sale system, (ii) general ledger software
system, (iii) laser vision correction equipment, (iv) laboratory finishing
equipment, and (v) corporate headquarters telecommunications systems. The
Company identified that some early versions of the software (RX calc) used in
two of its regional optical laboratories is not Year 2000 compliant. However,
Year 2000 compliant upgraded versions of that same software are available and
the Company plans to upgrade this software by the end of the third quarter of
1999.

The Company plans to complete the remediation phase of its critical internal
systems by the end of the second quarter of 1999 and complete the applicable
testing and verification phase by the end of the third quarter of fiscal year
1999, however no assurance can be 

                                       17
<PAGE>
 
given that any or all of the Company's systems are or will be Year 2000
compliant. The Company has drafted a tentative contingency plan in the event
normal operations are interrupted as a result of Year 2000 issues. Certain
precautionary measures are considered in the contingency plan, including
restricting vacation schedules in January, 2000, increasing inventory levels and
manually processing key financial documents and other operations. The plan is
expected to be completed during the second quarter of 1999. Contingency plan
testing will be completed by the end of the third quarter of 1999.

The Company estimates costs to become Year 2000 compliant will be approximately
$75,000, however, no assurance can be given that the ultimate costs required to
address the Year 2000 issue will not exceed such amount.

The Company expects to convert all of its existing eye care centers to the new
point of sale system, which the Company has received written confirmation is
Year 2000 compliant, by the third quarter of 1999, except for the nine recently
acquired Shawnee locations. The Company believes that the Shawnee centers, which
currently process transactions manually, will be converted to the new point of
sale system by December 31, 1999. However, the Company has not completed its
assessment of the integration plan timetable for Shawnee.

The Company believes that there are multiple sources of supply in the industry
and the failure of some vendors to remediate Year 2000 issues would not disrupt
the supply chain. The Company provides managed primary eye care benefits to more
than fifty organizations. Presently, the Company manually files paper claims
with these organizations. However, during 1999 the Company intends to convert to
electronic filing for some of these organizations. If Year 2000 issues do not
permit electronic filing, the Company believes that it can revert back to
manually processing paper claims.

The Company currently believes that its most reasonably likely worst case Year
2000 scenario would relate to problems with systems of third parties which could
create great risks with infrastructure, including water and sewer services,
electricity, transportation, telecommunications and critical supplies, or raw
materials and spare parts. The Company's ability to eliminate or control these
potential third party problems is limited. Therefore, contingency plans are
limited to ensuring that store operations, eye examinations and optical
laboratory operations can be performed manually, if necessary.

No assurance can be given that the impact of any failure to achieve substantial
Year 2000 compliance will not have a material adverse effect on the Company's
financial condition.


Qualitative and Quantitative Disclosures About Market Risk

The Company has no significant fixed rate debt obligations or related interest
rate swap and cap agreements.

                                       18
<PAGE>
 
PART II.  OTHER INFORMATION


     Item 2. Changes in Securities and Use of Proceeds

               (a)  Not applicable.

               (b)  Not applicable.

               (c)  (1) Securities sold. (i) On January 1, 1999 the Company
                    issued an aggregate of 70,000 shares (the "Shawnee Shares")
                    of its Common Stock, par value $.01 per share, and (ii) also
                    on January 1, 1999 the Company issued an aggregate of 85,222
                    shares (the "E.B. Brown Shares") of its Common Stock, par
                    value $.01 per share.

                    (2) Underwriters and other purchasers. No underwriters were
                    involved in either of the transactions listed above. (i) The
                    Company issued 3,043 Shawnee Shares to Robert U. Leonardi,
                    3,044 Shawnee Shares to Judith R. Servis, and 63,913 Shawnee
                    Shares to Christopher J. Wolf, O.D. (ii) The Company issued
                    71,171 E.B. Brown Shares to Stephen A. Schlein and 14,051
                    E.B. Brown Shares to James Kulway.

                    (3) Consideration. (i) The Shawnee Shares were issued to Mr.
                    Leonardi, Ms. Servis, and Dr. Wolf as partial payment of the
                    consideration due in connection with the acquisition by the
                    Company of all of the issued and outstanding capital stock
                    of Shawnee Optical, Inc. (ii) The E.B. Brown Shares were
                    issued to Mr. Schlein and Mr. Kulway in connection with the
                    acquisition by the Company of assets for its subsidiary E.B.
                    Brown Opticians, Inc.

                    (4) Exemption from registration claimed. The Company relied
                    upon Section 4(2) of the Securities Act of 1933, as amended,
                    because each of the above transactions did not involve any
                    public offering by the Company.

                    (5) Terms of conversion or exercise. Not applicable.

                    (6) Use of proceeds. Not applicable.

               (d)  Not applicable.

                                       19
<PAGE>
 
     Item 6. Exhibits and Reports on Form 8-K

          (a)  Exhibits

               Exhibit
                  No.                Title
               -----------------------------------------------------------------
                  10+                1992 Employee, Director and Consultant
                                     Stock Option Plan, as amended

                  27                 Financial Data Schedule

                  + Management contract or compensatory plan, contract or
                    arrangement

          (b)  Reports on Form 8-K.

               No reports on Form 8-K were filed during the quarter covered by
               this report.

                                       20
<PAGE>
 
                                   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 11, 1999                 By: /S/  WILLIAM T. SULLIVAN
            ------------                 ----------------------------
                                         William T. Sullivan
                                         President and Chief Executive Officer
                                         (principal executive officer)





Date:       May 11, 1999                 By: /S/  JAMES NORTON
            ------------                 ---------------------
                                         James Norton
                                         Chief Financial Officer
                                         (principal financial officer)

                                       21