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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended May 3, 2003
-----------
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from _________ to _________
Commission File Number: 0-25716
FINLAY ENTERPRISES, INC.
------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3492802
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
529 Fifth Avenue, New York, NY 10017
(Address of principal executive offices) (zip code)
(212) 808-2800
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes [X] No [ ]
As of June 13, 2003 there were 9,108,650 shares of common stock, par value $.01
per share, of the registrant outstanding.
FINLAY ENTERPRISES, INC.
FORM 10-Q
QUARTERLY PERIOD ENDED MAY 3, 2003
INDEX
PAGE(S)
-------
PART I - FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements (Unaudited)
Consolidated Statements of Operations for the thirteen weeks ended
May 3, 2003 and May 4, 2002................................................1
Consolidated Balance Sheets as of May 3, 2003 and February 1, 2003.........2
Consolidated Statements of Changes in Stockholders' Equity for the year
ended February 1, 2003 and the thirteen weeks ended May 3, 2003............3
Consolidated Statements of Cash Flows for the thirteen weeks ended
May 3, 2003 and May 4, 2002................................................4
Notes to Consolidated Financial Statements.................................5
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations ............................13
Item 3. Quantitative and Qualitative Disclosures about Market Risk................21
Item 4. Controls and Procedures...................................................22
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K..........................................23
SIGNATURES..................................................................................25
CERTIFICATIONS..............................................................................26
PART I - FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
FINLAY ENTERPRISES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
THIRTEEN WEEKS ENDED
-----------------------------------
MAY 4,
MAY 3, 2002
2003 (AS RESTATED)
-------------- --------------
Sales ................................................................... $ 186,208 $ 187,365
Cost of sales ........................................................... 89,859 89,209
-------------- --------------
Gross margin ........................................................ 96,349 98,156
Selling, general and administrative expenses ............................ 88,544 88,069
Depreciation and amortization ........................................... 4,366 4,357
-------------- --------------
Income from operations .............................................. 3,439 5,730
Interest expense, net ................................................... 5,820 6,013
-------------- --------------
Loss before income taxes and cumulative effect
of accounting change .......................................... (2,381) (283)
Benefit for income taxes ................................................ (928) (250)
-------------- --------------
Loss before cumulative effect of accounting change ................. (1,453) (33)
Cumulative effect of accounting change, net of tax ..................... -- (17,209)
-------------- --------------
Net loss ........................................................... $ (1,453) $ (17,242)
============== ==============
Net loss per share applicable to common shares - basic and diluted:
Loss per share before cumulative effect
of accounting change ......................................... $ (0.16) $ (0.00)
Cumulative effect of accounting change, net of tax -- (1.78)
-------------- --------------
Net loss per share ................................................. $ (0.16) $ (1.78)
============== ==============
Weighted average shares outstanding -
basic and diluted ............................................ 9,137,101 9,713,318
============== ==============
The accompanying notes are an integral part of these
consolidated financial statements.
1
FINLAY ENTERPRISES, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
MAY 3, FEBRUARY 1,
2003 2003
----------- -----------
ASSETS
Current assets:
Cash and cash equivalents ......................................................... $ 2,585 $ 69,331
Accounts receivable - department stores ........................................... 40,775 19,985
Other receivables ................................................................. 36,161 30,880
Merchandise inventories ........................................................... 279,870 263,544
Prepaid expenses and other ........................................................ 4,905 3,236
Deferred income taxes ............................................................. 7,366 9,858
----------- -----------
Total current assets ........................................................... 371,662 396,834
----------- -----------
Fixed assets:
Building, equipment, fixtures and leasehold improvements .......................... 123,800 120,946
Less - accumulated depreciation and amortization .................................. 53,998 50,575
----------- -----------
Fixed assets, net .............................................................. 69,802 70,371
----------- -----------
Deferred charges and other assets, net .............................................. 21,499 22,234
Goodwill ............................................................................ 91,046 91,046
----------- -----------
Total assets ................................................................... $ 554,009 $ 580,485
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term borrowings ............................................................. $ 36,217 $ --
Accounts payable - trade .......................................................... 62,979 113,277
Accrued liabilities:
Accrued salaries and benefits .................................................. 17,787 17,734
Accrued miscellaneous taxes .................................................... 5,586 6,842
Accrued interest ............................................................... 522 5,421
Deferred income ................................................................ 8,674 10,493
Other .......................................................................... 17,776 14,814
Income taxes payable .............................................................. 13,966 19,263
----------- -----------
Total current liabilities ...................................................... 163,507 187,844
Long-term debt ...................................................................... 225,000 225,000
Deferred income taxes ............................................................... 19,172 18,400
Other non-current liabilities ....................................................... 194 205
----------- -----------
Total liabilities .............................................................. 407,873 431,449
----------- -----------
Stockholders' equity:
Common Stock, par value $.01 per share; authorized 25,000,000 shares; issued
and outstanding 9,189,708 and 9,300,638 shares, at May 3, 2003 and
February 1, 2003, respectively ................................................. 106 106
Additional paid-in capital ........................................................ 80,013 79,680
Retained earnings ................................................................. 82,144 83,597
Unamortized restricted stock compensation ......................................... (533) (609)
Accumulated other comprehensive income ............................................ -- 55
Less treasury stock, at cost ...................................................... (15,594) (13,793)
----------- -----------
Total stockholders' equity ..................................................... 146,136 149,036
----------- -----------
Total liabilities and stockholders' equity ..................................... $ 554,009 $ 580,485
=========== ===========
The accompanying notes are an integral part of these
consolidated financial statements
2
FINLAY ENTERPRISES, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(IN THOUSANDS, EXCEPT SHARE DATA)
(UNAUDITED)
COMMON STOCK
------------------------ ADDITIONAL
NUMBER PAID-IN RETAINED
OF SHARES AMOUNT CAPITAL EARNINGS
--------- ---------- ---------- ----------
Balance February 2, 2002 ..................... 9,946,623 $ 105 $ 78,728 $ 76,558
Net income ............................... -- -- -- 7,039
Change in fair value of gold
forward contracts ................... -- -- -- --
Exercise of stock options ................ 87,627 1 952 --
Amortization of restricted stock
compensation ........................ -- -- -- --
Purchase of treasury stock ............... (733,612) -- -- --
--------- ---------- ---------- ----------
Balance February 1, 2003 ..................... 9,300,638 $ 106 $ 79,680 $ 83,597
Net loss ................................. -- -- -- (1,453)
Change in fair value of gold
forward contracts ................... -- -- -- --
Exercise of stock options ................ 33,700 -- 333 --
Amortization of restricted stock
compensation ........................ -- -- -- --
Purchase of treasury stock ............... (144,630) -- -- --
--------- ---------- ---------- ----------
Balance May 3, 2003 .......................... 9,189,708 $ 106 $ 80,013 $ 82,144
========= ========== ========== ==========
UNAMORTIZED ACCUMULATED
RESTRICTED OTHER TOTAL
STOCK COMPREHENSIVE TREASURY STOCKHOLDERS'
COMPENSATION INCOME STOCK EQUITY
------------ ------ ----- ------
Balance February 2, 2002 ..................... $ (913) $ 96 $ (5,367) $ 149,207
Net income ............................... -- -- -- 7,039
Change in fair value of gold
forward contracts ................... -- (41) -- (41)
Exercise of stock options ................ -- -- -- 953
Amortization of restricted stock
compensation ........................ 304 -- -- 304
Purchase of treasury stock ............... -- -- (8,426) (8,426)
----------- ----------- ----------- -----------
Balance February 1, 2003 ..................... $ (609) $ 55 $ (13,793) $ 149,036
Net loss ................................. -- -- -- (1,453)
Change in fair value of gold
forward contracts ................... -- (55) -- (55)
Exercise of stock options ................ -- -- -- 333
Amortization of restricted stock
compensation ........................ 76 -- -- 76
Purchase of treasury stock ............... -- -- (1,801) (1,801)
----------- ----------- ----------- -----------
Balance May 3, 2003 .......................... $ (533) $ -- $ (15,594) $ 146,136
=========== =========== =========== ===========
The accompanying notes are an integral part of these
consolidated financial statements.
3
FINLAY ENTERPRISES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
THIRTEEN WEEKS ENDED
-----------------------------------
MAY 4,
MAY 3, 2002
2003 (AS RESTATED)
-------------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss .................................................................... $ (1,453) $ (17,242)
Adjustments to reconcile net loss to net cash used in
operating activities:
Cumulative effect of accounting change, net of tax .......................... -- 17,209
Depreciation and amortization ............................................... 4,366 4,357
Amortization of deferred financing costs .................................... 258 294
Amortization of restricted stock compensation ............................... 76 75
Non-current deferred income tax liabilities ................................. 772 474
Other, net .................................................................. (32) 99
Changes in operating assets and liabilities:
Increase in accounts and other receivables ............................... (26,071) (30,690)
Increase in merchandise inventories ...................................... (16,326) (4,832)
Increase in prepaid expenses and other ................................... (1,669) (1,486)
Decrease in deferred income tax assets ................................... 2,492 --
Decrease in accounts payable and accrued liabilities ..................... (60,467) (58,467)
Increase in deferred tax liabilities ..................................... -- 781
-------------- --------------
NET CASH USED IN OPERATING ACTIVITIES ................................ (98,054) (89,428)
-------------- --------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of equipment, fixtures and leasehold improvements ................. (2,946) (2,903)
Deferred charges and other, net ............................................. 23 (754)
-------------- --------------
NET CASH USED IN INVESTING ACTIVITIES ................................. (2,923) (3,657)
-------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from revolving credit facility ..................................... 159,458 130,239
Principal payments on revolving credit facility ............................. (123,241) (78,045)
Capitalized financing costs ................................................. (431) --
Purchase of treasury stock .................................................. (1,801) (5,803)
Stock options exercised ..................................................... 246 176
-------------- --------------
NET CASH PROVIDED FROM FINANCING ACTIVITIES ........................ 34,231 46,567
-------------- --------------
DECREASE IN CASH AND CASH EQUIVALENTS .............................. (66,746) (46,518)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD ................................ 69,331 49,369
-------------- --------------
CASH AND CASH EQUIVALENTS, END OF PERIOD ...................................... $ 2,585 $ 2,851
============== ==============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid ............................................................. $ 10,461 $ 10,482
============== ==============
Income taxes paid ......................................................... $ 5,259 $ 3,481
============== ==============
The accompanying notes are an integral part of these
consolidated financial statements.
4
FINLAY ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF ACCOUNTING AND PRESENTATION
The accompanying unaudited consolidated financial statements of Finlay
Enterprises, Inc. (the "Company" or the "Registrant"), and its wholly owned
subsidiary, Finlay Fine Jewelry Corporation and its wholly owned subsidiaries
("Finlay Jewelry"), have been prepared in accordance with accounting principles
generally accepted in the United States of America for interim financial
information. References to "Finlay" mean collectively, the Company and Finlay
Jewelry. In the opinion of management, the accompanying unaudited consolidated
financial statements contain all adjustments necessary to present fairly the
financial position of the Company as of May 3, 2003, and the results of
operations and cash flows for the thirteen weeks ended May 3, 2003 and May 4,
2002. Due to the seasonal nature of the business, results for interim periods
are not indicative of annual results. The unaudited consolidated financial
statements have been prepared on a basis consistent with that of the audited
consolidated financial statements as of February 1, 2003 referred to below.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America have been condensed or omitted pursuant to the
rules and regulations of the Securities and Exchange Commission (the
"Commission").
These consolidated financial statements should be read in conjunction with
the audited consolidated financial statements and notes thereto included in the
Company's Annual Report on Form 10-K for the fiscal year ended February 1, 2003
("Form 10-K") previously filed with the Commission.
The consolidated financial statements for the thirteen weeks ended May 4,
2002 have been restated to reflect the retroactive adoption in the fiscal year
ended February 1, 2003 of Emerging Issues Task Force ("EITF") Issue No. 02-16
("EITF 02-16"), "Accounting by a Customer (Including a Reseller) for Cash
Consideration Received from a Vendor." See Note 2 herein and Form 10-K.
Additionally, certain prior period balances have been reclassified to conform to
the current period presentation.
The Company's fiscal year ends on the Saturday closest to January 31.
References to 2003, 2002, 2001 and 2000 relate to the fiscal years ending
January 31, 2004, February 1, 2003, February 2, 2002 and February 3, 2001,
respectively. Each of the fiscal years includes 52 weeks, except 2000 includes
53 weeks.
The Company recorded a tax provision based on an estimated annual income
tax rate. In addition, the Company has recognized an intraperiod tax benefit as
it has projected that there will be a profit in the fourth quarter and for the
fiscal year.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
MERCHANDISE INVENTORIES: Consolidated inventories are stated at the lower
of cost or market determined by the last-in, first-out ("LIFO") method.
Inventory is reduced for estimated obsolescence or unmarketable inventory equal
to the difference between the cost of inventory and the estimated market value
based upon assumptions about future demand and market conditions.
5
FINLAY ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
The cost to Finlay of gold merchandise sold on consignment, which typically
varies with the price of gold, is not fixed until the merchandise is sold.
Finlay, at times, enters into futures contracts, such as forwards, based upon
the anticipated sales of gold product in order to hedge against the risk of gold
price fluctuations. Such contracts typically have durations ranging from one to
nine months. At May 3, 2003 and February 1, 2003, the Company had several open
positions in gold futures contracts totaling 59,000 fine troy ounces and 4,000
fine troy ounces, respectively, valued at $20.1 million and $1.4 million,
respectively. The fair value of gold under such contracts was $20.1 million and
$1.5 million at May 3, 2003 and February 1, 2003, respectively.
VENDOR ALLOWANCES: The Company receives allowances from its vendors through
a variety of programs and arrangements, including cooperative advertising. The
allowances are generally intended to offset the Company's costs of promoting,
advertising and selling the vendors' products in its departments. Vendor
allowances are recognized as a reduction of cost of sales or selling, general
and administrative expenses ("SG&A") when the purpose for which the vendor funds
were intended to be used has been fulfilled. Accordingly, a reduction or
increase in vendor allowances has an inverse impact on cost of sales and/or
SG&A.
Effective in 2002, the Company adopted EITF 02-16. EITF 02-16 addresses the
accounting treatment for vendor allowances and provides that cash consideration
received from a vendor should be presumed to be a reduction of the prices of the
vendors' product and should therefore be shown as a reduction in the purchase
price of the merchandise. Further, these allowances should be recognized as a
reduction in cost of sales when the related product is sold. To the extent that
the cash consideration represents a reimbursement of a specific, incremental and
identifiable cost, then those vendor allowances should be used to offset such
costs.
In accordance with EITF 02-16, the Company recorded a cumulative effect of
accounting change as of February 3, 2002, the date of adoption, that increased
the net loss for the first quarter of 2002 by $17.2 million, net of tax, or
$1.78 per share. As of May 3, 2003 and February 1, 2003, deferred vendor
allowances totaled (i) $16.7 million and $18.5 million, respectively, for owned
merchandise, which allowances are included as an offset to merchandise
inventories on the Company's Consolidated Balance Sheet, and (ii) $8.7 million
and $10.5 million, respectively, for merchandise received on consignment, which
allowances are included as deferred income on the Company's Consolidated Balance
Sheet. The consolidated financial statements for the quarter ended May 4, 2002
have been restated to reflect this change in accordance with Statement of
Financial Accounting Standards ("SFAS") No. 3, "Reporting Accounting Changes in
Interim Financial Statements" as follows:
THIRTEEN WEEKS ENDED
MAY 4, 2002
----------------------
(IN THOUSANDS)
Net loss, as previously reported.............. $ (383)
Less: Cumulative effect of accounting
change, net of tax.......................... (17,209)
Add: Impact on operating income for
quarter, net of tax......................... 350
----------------------
Net loss, as restated......................... $ (17,242)
======================
6
FINLAY ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
HEDGING: SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities", as amended, establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments embedded in
other contracts, and for hedging activities. Under SFAS No. 133, all
derivatives, whether designated in hedging relationships or not, are required to
be recorded on the balance sheet at fair value. SFAS No. 133 defines
requirements for designation and documentation of hedging relationships, as well
as ongoing effectiveness assessments, which must be met in order to qualify for
hedge accounting. For a derivative that does not qualify as a hedge, changes in
fair value would be recorded in earnings immediately. The Company has designated
its existing derivative instruments, consisting of gold forward contracts, as
cash flow hedges. For derivative instruments designated as cash flow hedges, the
effective portion of the change in the fair value of the derivative is recorded
in accumulated other comprehensive income, a separate component of stockholders'
equity, and is reclassified into cost of sales when the offsetting effects of
the hedged transaction affects earnings. Changes in the fair value of the
derivative attributable to hedge ineffectiveness are recorded in earnings
immediately. At May 3, 2003, the fair value of the gold forward contracts
approximated that of the contractual value and, therefore, no gain or loss was
recognized. At February 1, 2003, the fair value of the gold forward contracts
resulted in the recognition of an asset of $93,600. The amount recorded in
accumulated other comprehensive income of $55,000, net of tax, was reclassified
into earnings in the first quarter of 2003.
In April 2003, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 149, "Amendment of Statement No. 133 on Derivative Instruments and
Hedging Activities". SFAS No. 149 amends and clarifies the accounting for
derivative instruments, including certain derivative instruments embedded in
other contracts, and for hedging activities under SFAS No. 133. This Statement
is effective for contracts entered into or modified after June 30, 2003 and for
hedging relationships designated after June 30, 2003. The adoption of SFAS No.
149 is not expected to have a material impact on the financial position or
results of operations of the Company.
The Company has documented all relationships between hedging instruments
and hedged items, as well as its risk management objectives and strategy for
undertaking various hedge transactions. The Company also assesses, both at the
hedge's inception and on an ongoing basis, whether the derivatives that are used
in hedging transactions are highly effective in offsetting changes in cash flows
of hedged items. The Company believes that the designated hedges will be highly
effective and that the related hedge accounting will not have a material impact
on the Company's results of operations.
NET INCOME (LOSS) PER SHARE: Net loss per share has been computed in
accordance with SFAS No. 128, "Earnings per Share". Basic and diluted net loss
per share were calculated using the weighted average number of shares
outstanding during each period, with options to purchase Common Stock included
in diluted net loss per share, using the treasury stock method, to the extent
that such options were dilutive. As the Company had a net loss for the thirteen
weeks ended May 3, 2003 and May 4, 2002, the stock options outstanding are not
considered in the calculation of diluted net loss per share due to their
anti-dilutive effect. As a result, the weighted average number of shares
outstanding used for both the basic and diluted net loss per share calculations
was the same. Total stock options outstanding were 1,555,635 and 1,646,969 at
May 3, 2003 and May 4, 2002, respectively, at prices ranging from $7.05 to
$24.31 per share in each period. Additionally, 100,000 shares of restricted
stock were excluded from the
7
FINLAY ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
computation of diluted earnings per share at May 3, 2003 and May 4, 2002. See
Note 8.
STOCK-BASED COMPENSATION: In December 2002, the FASB issued SFAS No. 148,
"Accounting for Stock-Based Compensation - Transition and Disclosure" which
became effective in 2002. This Statement amends SFAS No. 123 "Accounting for
Stock-Based Compensation", to provide alternative methods of transition for an
entity that voluntarily changes to the fair value method of accounting for
stock-based compensation. As permitted by SFAS No. 123, the Company has elected
to continue to recognize stock-based compensation using the intrinsic value
method. Accordingly, no compensation expense has been recognized for its
stock-based compensation plans. Had the fair value method of accounting been
applied to the Company's stock option plans, which requires recognition of
compensation costs ratably over the vesting period of the stock options, net
loss and net loss per share would be as follows:
THIRTEEN WEEKS ENDED
----------------------------
MAY 3, MAY 4,
2003 2002
------------ ------------
(IN THOUSANDS)
Reported net loss.............................. $ (1,453) $ (17,242)
Add: Stock-based compensation determined
under the fair value method, net of tax... (147) (198)
------------ ------------
Pro forma net loss............................. $ (1,600) $ (17,440)
============ ============
Basic and diluted loss per share:
Reported net loss per share.................... $ (0.16) $ (1.78)
============ ============
Pro forma net loss per share................... $ (0.18) $ (1.80)
============ ============
COMPREHENSIVE INCOME: SFAS No. 130, "Reporting Comprehensive Income"
requires disclosure of comprehensive income, defined as the total of net income
and all other non-owner changes in equity, which under generally accepted
accounting principles, are recorded directly to the stockholders' equity section
of the consolidated balance sheet and, therefore, bypass net income. For 2003
and 2002, the only non-owner change in equity related to the change in fair
value of the Company's outstanding gold forward contracts. For the thirteen
weeks ended May 3, 2003 and May 4, 2002, the comprehensive loss was $1.5 million
and $17.3 million, respectively.
NEW ACCOUNTING PRONOUNCEMENT: In May 2003, the FASB issued SFAS No. 150,
"Accounting for Certain Financial Instruments with Characteristics of Both
Liabilities and Equity". This Statement establishes standards for how a company
classifies and measures certain financial instruments with characteristics of
both liabilities and equity. This Statement is effective for financial
instruments entered into or modified after May 31, 2003 and otherwise is
effective at the beginning of the first interim period beginning after June 15,
2003. Although the Company is still in the process of reviewing the new
Statement, the Company believes this pronouncement will not have a material
impact on the Company's results of operations, financial position or cash flows.
8
FINLAY ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 - DESCRIPTION OF BUSINESS
The Company conducts business through its wholly owned subsidiary, Finlay
Jewelry. Finlay is a retailer of fine jewelry products and operates leased fine
jewelry departments in department stores throughout the United States. Over the
past three fiscal years, the fourth quarter accounted for an average of 41% of
Finlay's sales and approximately 79% of its income from operations, due to the
seasonality of the retail jewelry industry. Approximately 49% of Finlay's sales
in 2002 were from operations in The May Department Stores Company ("May") and
22% in departments operated in store groups owned by Federated Department Stores
("Federated").
NOTE 4 - SHORT AND LONG-TERM DEBT
On January 22, 2003, Finlay Jewelry's revolving credit agreement with
General Electric Capital Corporation and certain other lenders was amended and
restated (the "Revolving Credit Agreement"). The Revolving Credit Agreement,
which matures in January 2008, provides Finlay Jewelry with a senior secured
revolving line of credit up to $225.0 million (the "Revolving Credit Facility").
At May 3, 2003, $36.2 million was outstanding under this facility and $152.8
million was available for borrowing.
The Company has outstanding 9% Senior Debentures, due May 1, 2008, having
an aggregate principal amount of $75.0 million (the "Senior Debentures") and
Finlay Jewelry has outstanding 8 3/8% Senior Notes, due May 1, 2008, having an
aggregate principal amount of $150.0 million (the "Senior Notes"). The
indentures relating to the Senior Debentures and Senior Notes are collectively
referred to as the "Senior Indentures".
NOTE 5 - MERCHANDISE INVENTORIES
Merchandise inventories consisted of the following:
MAY 3, FEBRUARY 1,
2003 2003
-------------- -------------
(IN THOUSANDS)
Jewelry goods - rings, watches and other fine jewelry
(first-in, first-out ("FIFO") basis)......................... $ 291,863 $ 275,339
Less: Excess of FIFO cost over LIFO inventory value.............. 11,993 11,795
-------------- -------------
$ 279,870 $ 263,544
============== ============
In accordance with EITF 02-16, merchandise inventories have been reduced by
$16.7 million and $18.5 million at May 3, 2003 and February 1, 2003,
respectively, to reflect the vendor allowances as a reduction in the cost of
merchandise. The LIFO method had the effect of increasing the loss before income
taxes for the thirteen weeks ended May 3, 2003 and May 4, 2002 by $200,000 and
$157,000, respectively. Finlay determines its LIFO inventory value by utilizing
selected producer price indices published for jewelry and watches by the Bureau
of Labor Statistics.
Approximately $365,552,000 and $359,676,000 at May 3, 2003 and February 1,
2003, respectively, of merchandise received on consignment is not included in
merchandise inventories and accounts payable-trade in the accompanying
Consolidated Balance Sheets. Finlay Jewelry is party to an amended and restated
gold consignment agreement (as amended, the "Gold Consignment Agreement"), which
enables Finlay Jewelry to receive consignment merchandise by providing gold, or
otherwise making
9
FINLAY ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5 - MERCHANDISE INVENTORIES (CONTINUED)
payment, to certain vendors. While the merchandise involved remains consigned,
title to the gold content of the merchandise transfers from the vendors to the
gold consignor.
Effective September 30, 2002, Finlay Jewelry amended the Gold Consignment
Agreement to extend the term to July 31, 2005, and to permit Finlay Jewelry to
obtain up to the lesser of (i) 165,000 fine troy ounces or (ii) $50.0 million
worth of gold, subject to a formula as prescribed by the Gold Consignment
Agreement. In the event this agreement is terminated, Finlay Jewelry will be
required to return or repurchase the outstanding gold at the prevailing gold
rate in effect on that date. At May 3, 2003 and February 1, 2003, amounts
outstanding under the Gold Consignment Agreement totaled 132,050 and 134,785
fine troy ounces, respectively, valued at approximately $44.5 million and $49.5
million, respectively. For financial statement purposes, the consigned gold is
not included in merchandise inventories on the Company's Consolidated Balance
Sheets and, therefore, no related liability has been recorded.
NOTE 6 - LEASE AGREEMENTS
Finlay conducts all of its operations as leased departments in department
stores. All of these leases, as well as rentals for office space and equipment,
are accounted for as operating leases. A substantial number of such operating
leases expire on various dates through 2008. All references herein to leased
departments refer to departments operated pursuant to license agreements or
other arrangements with host department stores.
Substantially all of the department store leases provide that the title to
certain fixed assets of Finlay transfers upon termination of the leases, and
that Finlay will receive the undepreciated value of such fixed assets from the
host store in the event such transfers occur. The values of such fixed assets
are recorded at cost at the inception of the lease arrangement and are reflected
in the accompanying Consolidated Balance Sheets.
In several cases, Finlay is subject to limitations under its lease
agreements with host department stores which prohibit Finlay from operating
departments for other store groups within a certain geographical radius of the
host store.
The store leases provide for the payment of fees based on sales, plus, in
some instances, installment payments for fixed assets. Only minimum fees, as
represented in the table below, are guaranteed by the lease agreements with host
department stores. Lease expense, included in Selling, general and
administrative expenses, is as follows:
THIRTEEN WEEKS ENDED
--------------------------------
MAY 3, MAY 4,
2003 2002
------------- -------------
(IN THOUSANDS)
Minimum fees......................... $ 386 $ 640
Contingent fees...................... 30,424 30,403
------------- -------------
Total.............................. $ 30,810 $ 31,043
============= =============
10
FINLAY ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 7 - SALE AND CLOSURE OF SONAB
In January 2000, Societe Nouvelle d' Achat de Bijouterie - S.O.N.A.B.
("Sonab"), the Company's European leased jewelry department subsidiary, sold the
majority of its assets for approximately $9.9 million. After the sale, the buyer
operated more than 80 locations previously included in Sonab's 130-location base
in France. The remaining departments were closed.
The Company recorded a pre-tax charge in the fourth quarter of 1999 of
$28.6 million, or $1.62 per share on a diluted basis after-tax, for the
write-down of assets for disposition and related closure expenses. All of
Sonab's employees, excluding those that were hired by the buyer, were
involuntarily terminated, including sales associates, supervisors and corporate
personnel. As of May 3, 2003, the Company's exit plan has been completed with
the exception of certain employee litigation and other legal matters. To date,
the Company has charged a total of $26.4 million against its estimate of $27.2
million. The Company does not believe future results will be materially impacted
by any remaining payments.
NOTE 8 - STOCK REPURCHASE PROGRAM AND RESTRICTED STOCK
On December 1, 2000, the Company announced that its Board of Directors had
approved a stock repurchase program to acquire up to $20 million of outstanding
Common Stock. The Company may, at the discretion of management, purchase its
Common Stock, from time to time through September 29, 2003. The extent and
timing of repurchases will depend upon general business and market conditions,
stock prices, availability under the Revolving Credit Facility, compliance with
certain restrictive covenants and Finlay's cash position and requirements going
forward. The repurchase program may be modified, extended or terminated by the
Board of Directors at any time. Through fiscal 2002, the Company repurchased a
total of 1,332,942 shares for approximately $13,793,000. For the thirteen weeks
ended May 3, 2003 and May 4, 2002, the Company repurchased 144,630 shares and
527,562 shares for $1,801,000 and $5,803,000, respectively.
On February 4, 2001, an executive officer of the Company was issued 100,000
shares of Common Stock, subject to restrictions ("Restricted Stock"), pursuant
to a restricted stock agreement. The Restricted Stock becomes fully vested after
four years of continuous employment by the Company and is accounted for as a
component of stockholders' equity. Compensation expense of approximately $1.2
million is being amortized over four years. Amortization for the thirteen week
periods ended May 3, 2003 and May 4, 2002, totaled approximately $76,000.
11
FINLAY ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 9 - EXECUTIVE AND DIRECTOR DEFERRED COMPENSATION AND STOCK PURCHASE PLANS
On April 16, 2003, the Board of Directors adopted the Executive Deferred
Compensation and Stock Purchase Plan and the Director Deferred Compensation and
Stock Purchase Plan, subject in each case to the approval of the Company's
stockholders at the 2003 annual meeting (the "New Plans"). Under the New Plans,
key executives of Finlay and the Company's non-employee directors as directed by
the Company's Compensation Committee, will be eligible to acquire restricted
stock units ("RSUs"). An RSU is a unit of measurement equivalent to one share of
common stock, but with none of the attendant rights of a stockholder of a share
of common stock. Two types of RSUs will be awarded under the New Plans: (i)
participant RSUs, where a plan participant may elect to defer, in the case of an
executive employee, a portion of his or her actual or target bonus, and in the
case of a non-employee director, his or her retainer fees and Committee
chairmanship fees, and receive RSUs in lieu thereof and (ii) matching RSUs,
where the Company will credit a participant's plan account with one matching RSU
for each participant RSU that a participant elects to purchase. While
participant RSUs are fully vested at all times, matching RSUs will be subject to
vesting and forfeiture as set forth in the New Plans. At the time of
distribution under the New Plans, RSUs will be converted into actual shares of
Common Stock of the Company. Purchases and awards of RSUs under the New Plans
will not further dilute any stockholder's ownership percentage beyond the
dilution already permitted under the existing long term incentive plans because
the shares of Common Stock to be issued or used under the New Plans will be
funded solely from shares of Common Stock already available for issuance under
the existing long term incentive plans.
12
PART I - FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The Company's Consolidated Financial Statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America. These generally accepted accounting principles require management to
make estimates and assumptions that affect certain financial statement accounts
reported and disclosed at the date of the financial statements. Actual results
may differ from those estimates.
Certain of the Company's significant accounting policies are described in
Note 2 of Notes to the Consolidated Financial Statements in the Company's Form
10-K for the fiscal year ended February 1, 2003. The Company believes that the
following discussion addresses the critical accounting policies, which are those
that are most important to the portrayal of the Company's financial condition
and results of operations and require management's most difficult, subjective or
complex judgments. The Company is not aware of any likely events or
circumstances which would result in different amounts being reported that would
materially affect its financial condition or results of operations.
MERCHANDISE INVENTORIES
The Company values its inventories at the lower of cost or market. The cost
is determined by the last-in, first-out method utilizing selected producer price
indices published for jewelry and watches by the Bureau of Labor Statistics.
Factors related to inventories such as future consumer demand and the economy's
impact on consumer discretionary spending, inventory aging, ability to return
merchandise to vendors, merchandise condition and anticipated markdowns are
analyzed to determine estimated net realizable values. An adjustment is recorded
to reduce the LIFO cost of inventories, if required. Any significant
unanticipated changes in the factors above could have a significant impact on
the value of the inventories and the Company's reported operating results.
DERIVATIVE INSTRUMENTS
The Company is exposed to market risk related to changes in the price of
gold and at times enters into futures contracts, such as forwards, to hedge
against the risk of gold price fluctuations. In 2001, the Company adopted SFAS
No. 133 "Accounting for Derivative Instruments and Hedging Activities", which
requires that all derivative instruments be recorded on the balance sheet as
either an asset or a liability measured at its fair value. Accounting for
derivative instruments under this pronouncement did not have a material impact
on the Company's financial condition, results of operations and cash flows for
the thirteen weeks ended May 3, 2003.
VENDOR ALLOWANCES
The Company receives allowances from its vendors through a variety of
programs and arrangements, including cooperative advertising. The allowances are
generally intended to offset the Company's costs of promoting, advertising and
selling the vendors' products in its departments. Vendor allowances are
recognized as a reduction of cost of sales or SG&A when the purpose for which
the vendor funds were intended to be used has been fulfilled. Accordingly, a
reduction or increase in vendor allowances has an inverse impact on cost of
sales and/or SG&A.
13
Effective in 2002, the Company adopted Emerging Issues Task Force Issue No.
02-16, "Accounting by a Customer (Including a Reseller) for Cash Consideration
Received from a Vendor" ("EITF 02-16"). EITF 02-16 addresses the accounting
treatment for vendor allowances and provides that cash consideration received
from a vendor should be presumed to be a reduction of the prices of the vendors'
product and should therefore be shown as a reduction in the purchase price of
the merchandise. Further, these allowances should be recognized as a reduction
in cost of sales when the related product is sold. To the extent that the cash
consideration represents a reimbursement of a specific, incremental and
identifiable cost, then those vendor allowances should be used to offset such
costs.
In accordance with EITF 02-16, the Company recorded a cumulative effect of
accounting change as of February 3, 2002, the date of adoption, that increased
the net loss for the first quarter of 2002 by $17.2 million, net of tax, or
$1.78 per share. As of May 3, 2003 and February 1, 2003, deferred vendor
allowances totaled (i) $16,682,000 and $18,452,000, respectively, for owned
merchandise, which allowances are included as an offset to merchandise
inventories on the Company's Consolidated Balance Sheet, and (ii) $8,674,000 and
$10,493,000, respectively, for merchandise received on consignment, which
allowances are included as deferred income on the Company's Consolidated Balance
Sheet. The adoption of EITF 02-16 did not have a material impact on the
financial position or results of operations of the Company for the thirteen
weeks ended May 3, 2003. Previously reported results for the thirteen weeks
ended May 4, 2002 have been restated as a result of the retroactive adoption of
EITF 02-16.
LONG-LIVED ASSETS
Long-lived assets are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of the assets may not be
recoverable. If the undiscounted future cash flows from the long-lived assets
are less than the carrying value, the Company recognizes a loss equal to the
difference between the carrying value and the discounted future cash flows of
the assets. Factors used in the valuation of long-lived assets include, but are
not limited to, management's plans for future operations, recent operating
results and projected cash flows.
GOODWILL
The Company evaluates goodwill annually or whenever events and changes in
circumstances suggest that the carrying amount may not be recoverable from its
estimated future cash flows. To the extent these future projections or the
Company's strategies change, the conclusion regarding impairment may differ from
current estimates.
REVENUE RECOGNITION
The Company recognizes revenue upon the sale of merchandise, either owned
or consigned, to its customers, net of anticipated returns. The provision for
sales returns is based on the Company's historical return rate.
COVENANT REQUIREMENTS
The Company's agreements covering the Revolving Credit Agreement, the
Senior Debentures and the Senior Notes each require that Finlay comply with
certain restrictive and financial covenants. In addition, Finlay Jewelry is
party to the Gold Consignment Agreement, which also contains certain covenants.
As of and for the thirteen weeks ended May 3, 2003, the Company was in
compliance with all of its covenants. Management expects to be in compliance
with all of its covenants through 2003. Because compliance is based, in part, on
management estimates and actual results can differ from those
14
estimates, there can be no assurance that the Company will be in compliance with
the covenants in the future or that the lenders will waive or amend any of the
covenants should the Company be in violation of any such covenants. The Company
believes the assumptions used are appropriate.
The Revolving Credit Agreement contains customary covenants, including
limitations on, or relating to capital expenditures, liens, indebtedness,
investments, mergers, acquisitions, affiliate transactions, management
compensation and the payment of dividends and other restricted payments. The
Revolving Credit Agreement also contains various financial covenants, including
minimum earnings and fixed charge coverage ratio requirements and certain
maximum debt limitations.
The Senior Indentures contain restrictions relating to, among other things,
the payment of dividends, the making of certain investments or other restricted
payments, the incurrence of additional indebtedness, the creation of certain
liens, entering into transactions with affiliates, the disposition of certain
assets and engaging in mergers and consolidations.
The Gold Consignment Agreement requires Finlay Jewelry to comply with
certain covenants, including restrictions on the incurrence of certain
indebtedness, the creation of liens, engaging in transactions with affiliates
and limitations on the payment of dividends. In addition, the Gold Consignment
Agreement also contains various financial covenants, including minimum earnings
and fixed charge coverage ratio requirements and certain maximum debt
limitations.
SELF-INSURANCE RESERVES
The Company is self-insured for worker's compensation claims up to a
certain maximum liability amount. Although the amount accrued is actuarially
determined based on analysis of historical trends of losses, settlements,
litigation costs and other factors, the amount the Company will ultimately
disburse could differ materially from the accrued amount.
RECENT ACCOUNTING PRONOUNCEMENTS
In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement No.
133 on Derivative Instruments and Hedging Activities". SFAS No. 149 amends and
clarifies the accounting for derivative instruments, including certain
derivative instruments embedded in other contracts, and for hedging activities
under SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities". This Statement is effective for contracts entered into or modified
after June 30, 2003 and for hedging relationships designated after June 30,
2003. The adoption of SFAS No. 149 is not expected to have an impact on the
financial position or results of operations of the Company.
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of Both Liabilities and Equity". This
Statement establishes standards for how a company classifies and measures
certain financial instruments with characteristics of both liabilities and
equity. This Statement is effective for financial instruments entered into or
modified after May 31, 2003 and otherwise is effective at the beginning of the
first interim period beginning after June 15, 2003. Although the Company is
still in the process of reviewing the new Statement, the Company believes this
pronouncement will not have a material impact on the Company's results of
operations, financial position or cash flows.
15
RESULTS OF OPERATIONS
The following table sets forth operating results as a percentage of sales for
the periods indicated:
STATEMENTS OF OPERATIONS DATA
(UNAUDITED)
THIRTEEN WEEKS ENDED
-----------------------------
MAY 4,
MAY 3, 2002
2003 (AS RESTATED)
------------- -------------
Sales ........................................ 100.0% 100.0%
Cost of sales ................................ 48.3 47.6
------------- -------------
Gross margin ............................. 51.7 52.4
Selling, general and administrative expenses . 47.6 47.0
Depreciation and amortization ................ 2.3 2.3
------------- -------------
Income from operations ................... 1.8 3.1
Interest expense, net ........................ 3.1 3.2
------------- -------------
Loss before income taxes and cumulative
effect of accounting change .......... (1.3) (0.1)
Benefit for income taxes ..................... (0.5) (0.1)
------------- -------------
Loss before cumulative effect of
accounting change ................... (0.8) (0.0)
Cumulative effect of accounting change,
net of tax ............................ -- (9.2)
------------- -------------
Net loss ..................................... (0.8)% (9.2)%
============= =============
THIRTEEN WEEKS ENDED MAY 3, 2003 COMPARED WITH THIRTEEN WEEKS ENDED MAY 4, 2002
SALES. Sales for the thirteen weeks ended May 3, 2003, decreased $1.2
million, or 0.6%, over the comparable period in 2002. Comparable department
sales (departments open for the same months during comparable periods) decreased
0.6%. Management attributes this decrease in sales primarily due to the
continued challenging retail environment offset by the net effect of new store
openings and closings.
During the thirteen weeks ended May 3, 2003, Finlay opened four departments
and closed 11 departments. The openings and closings were all within existing
store groups.
GROSS MARGIN. Gross margin for the period decreased by $1.8 million in 2003
compared to 2002, and as a percentage of sales, gross margin decreased by 0.7%.
The decrease primarily reflected a continued promotional environment and an
increase in gold prices. Offsetting these factors were favorable physical
inventory shortage results.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. SG&A increased $0.5 million,
or 0.5%, due primarily to payroll expense. As a percentage of sales, SG&A
increased 0.6% due to the negative impact of payroll and other expenses on the
lower sales volume.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization remained the
same at $4.4 million reflecting additional depreciation and amortization as a
result of capital expenditures and capitalized software costs for the most
recent twelve months offset by the effect of certain assets becoming fully
depreciated.
16
INTEREST EXPENSE, NET. Interest expense decreased by $0.2 million primarily
due to a decrease in average borrowings ($248.1 million for the period in 2003
compared to $264.0 million for the comparable period in 2002). The weighted
average interest rate was approximately 8.0% in each period.
BENEFIT FOR INCOME TAXES. The income tax benefit for the 2003 and 2002
periods reflects effective tax rates of 39% and 40.5%, respectively, adjusted in
2002 for certain income tax provisions which were no longer required.
CUMULATIVE EFFECT OF ACCOUNTING CHANGE, NET OF TAXES. The Company adopted
EITF 02-16 as of the beginning of 2002 and recorded a cumulative effect
after-tax reduction to earnings of $17.2 million. The charge relates to the
deferral of a portion of the Company's previously collected vendor allowances
relating to both owned merchandise and merchandise received on consignment.
NET LOSS. Net loss of $1.5 million for the 2003 period represents a
decrease of $15.8 million as compared to the net loss in the prior period as a
result of the factors discussed above.
LIQUIDITY AND CAPITAL RESOURCES
Finlay's primary capital requirements are for funding working capital for
new departments and for working capital growth of existing departments and, to a
lesser extent, capital expenditures for opening new departments, renovating
existing departments and information technology investments. For the thirteen
weeks ended May 3, 2003 and May 4, 2002, capital expenditures totaled $2.9
million in each period. For 2002, capital expenditures totaled $12.5 million and
for 2003 are estimated to be approximately $12.0 million to $13.0 million.
Although capital expenditures are limited by the terms of the Revolving Credit
Agreement, to date this limitation has not precluded the Company from satisfying
its capital expenditure requirements.
Finlay's operations substantially preclude customer receivables as Finlay's
lease agreements require host stores to remit sales proceeds for each month
(without regard to whether such sales were cash, store credit or national credit
card) to Finlay approximately three weeks after the end of such month. However,
Finlay cannot ensure the collection of sales proceeds from its host stores.
Additionally, on average, approximately 50% of Finlay's merchandise has been
carried on consignment. The Company's working capital balance was $208.2 million
at May 3, 2003, a decrease of $0.8 million from February 1, 2003. The decrease
resulted primarily from the impact of the interim net loss (exclusive of
depreciation and amortization), capital expenditures and the purchase of
treasury stock.
The seasonality of Finlay's business causes working capital requirements,
and therefore borrowings under the Revolving Credit Agreement, to reach their
highest level in the months of October, November and December in anticipation of
the year-end holiday season. Accordingly, Finlay experiences seasonal cash needs
as inventory levels peak. Additionally, substantially all of Finlay's lease
agreements provide for accelerated payments during the months of November and
December, which require the host store groups to remit to Finlay 75% of the
estimated months' sales prior to or shortly following the end of that month.
These proceeds result in a significant increase in the Company's cash, which is
used to reduce the Company's borrowings under the Revolving Credit Agreement.
Inventory levels decreased by $5.8 million, or 2.0%, as compared to May 4, 2002,
as a result of the continued monitoring of inventory levels. During 2003, the
reduced inventory levels favorably impacted the Company's outstanding borrowings
under the Revolving Credit Agreement.
In January 2003, Finlay entered into the Revolving Credit Agreement, which
expires in January 2008. The Revolving Credit Agreement provides Finlay Jewelry
with a line of credit of up to $225.0 million to finance working capital needs.
Amounts outstanding under the Revolving Credit Agreement
17
bear interest at a rate equal to, at Finlay's option, (i) the prime rate plus a
margin ranging from zero to 1.0% or (ii) adjusted Eurodollar rate plus a margin
ranging from 1.0% to 2.0%, in each case depending on the financial performance
of the Company. The weighted average interest rate was 4.3% and 4.1% at May 3,
2003 and May 4, 2002, respectively.
In each year, Finlay is required to reduce the outstanding revolving credit
balance and letter of credit balance under the Revolving Credit Agreement to
$50.0 million or less and $20.0 million or less, respectively, for a 30
consecutive day period (the "Balance Reduction Requirement"). Borrowings under
the Revolving Credit Agreement at May 3, 2003 were $36.2 million, compared to a
zero balance at February 1, 2003 and $52.2 million at May 4, 2002. The average
amounts outstanding under the Revolving Credit Agreement were $23.1 million and
$39.0 million for the thirteen weeks ended May 3, 2003 and May 4, 2002,
respectively. The maximum amount outstanding for the thirteen weeks ended May 3,
2003 was $45.0 million, at which point the unused excess availability was $164.1
million. At May 3, 2003, the Company was in compliance with all of its covenants
under the Revolving Credit Agreement.
Finlay's long-term needs for external financing will depend on its rate of
growth, the level of internally generated funds and the ability to continue
obtaining substantial amounts of merchandise on advantageous terms, including
consignment arrangements with its vendors. For 2002, Finlay had an average
balance of consignment merchandise of $360.5 million as compared to an average
balance of $377.4 million in 2001. As of May 3, 2003, $365.6 million of
consignment merchandise from approximately 300 vendors was on hand as compared
to $358.2 million at May 4, 2002.
A significant amount of Finlay's operating cash flow has been used or will
be required to pay interest, directly or indirectly, with respect to the Senior
Debentures, the Senior Notes and amounts due under the Revolving Credit
Agreement, including the payments required pursuant to the Balance Reduction
Requirement. As of May 3, 2003, Finlay's outstanding borrowings were $261.2
million, which included a $75.0 million balance under the Senior Debentures, a
$150.0 million balance under the Senior Notes and a $36.2 million balance under
the Revolving Credit Agreement. At May 3, 2003, the Company was in compliance
with all of its covenants under the Senior Indentures.
The Company may, at the discretion of management, purchase Senior
Debentures and/or Senior Notes from time to time in the open market.
Additionally, beginning on May 1, 2003, the Senior Debentures and Senior Notes
became redeemable, in whole or in part, at the option of Finlay, at specified
redemption prices plus accrued and unpaid interest, if any, to the date of the
redemption. The extent and timing of any bond repurchases will depend upon
general business and market conditions, bond prices, availability under the
Revolving Credit Facility, compliance with certain restrictive covenants and
Finlay's cash position and requirements going forward.
Effective September 30, 2002, Finlay Jewelry amended the Gold Consignment
Agreement to extend the term to July 31, 2005 and to permit Finlay to obtain up
to the lesser of (i) 165,000 fine troy ounces or (ii) $50.0 million worth of
gold, subject to a formula as prescribed by the Gold Consignment Agreement. At
May 3, 2003, amounts outstanding under the Gold Consignment Agreement totaled
132,050 fine troy ounces, valued at approximately $44.5 million. The average
amount outstanding under the Gold Consignment Agreement was $39.1 million in
2002. In the event this agreement is terminated, Finlay Jewelry will be required
to return or repurchase the outstanding gold at the prevailing gold rate in
effect on that date. For financial statement purposes, the consigned gold is not
included in merchandise inventories on the Company's Consolidated Balance Sheets
and, therefore, no related liability has been recorded. At May 3, 2003, Finlay
Jewelry was in compliance with all of its covenants under the Gold Consignment
Agreement.
18
The following tables summarize the Company's contractual and commercial
obligations, which may have an impact on future liquidity and the availability
of capital resources, as of May 3, 2003 (dollars in thousands):
PAYMENTS DUE BY PERIOD
---------------------------------------------------------------------------
CONTRACTUAL OBLIGATIONS TOTAL LESS THAN 1 YEAR 1 - 3 YEARS 4 - 5 YEARS AFTER 5 YEARS
- ------------------------------ ---------- ---------------- ----------- ----------- -------------
Senior Notes (due 2008)....... $ 150,000 $ -- $ -- $ -- $ 150,000
Senior Debentures (due 2008).. 75,000 -- -- -- 75,000
Operating leases (1).......... 11,011 1,974 3,925 3,834 1,278
---------- ------------ ---------- --------- -----------
Total......................... $ 236,011 $ 1,974 $ 3,925 $ 3,834 $ 226,278
========== ============ ========== ========= ===========
(1) Represents future minimum payments under noncancellable operating leases as
of February 1, 2003.
OTHER COMMERCIAL AMOUNT OF COMMITMENT EXPIRATION PER PERIOD
COMMITMENTS TOTAL LESS THAN 1 YEAR 1 - 3 YEARS 4 - 5 YEARS AFTER 5 YEARS
- ------------------------------ ---------- ---------------- ----------- ----------- -------------
Revolving Credit
Agreement (due 2008) (1).. $ 36,217 $ -- $ -- $ 36,217 $ --
Gold Consignment
Agreement (due 2005)....... 44,468 -- 44,468 -- --
Letters of credit............. 8,950 8,700 -- -- 250
---------- ----------- ---------- --------- ---------
Total......................... $ 89,635 $ 8,700 $ 44,468 $ 36,217 $ 250
========== =========== ========== ========= =========
(1) The outstanding balance on the Revolving Credit Agreement at June 13, 2003
was $60.2 million.
Finlay believes that, based upon current operations, anticipated growth,
and continued availability under the Revolving Credit Agreement, Finlay Jewelry
will, for the foreseeable future, be able to meet its debt service and
anticipated working capital obligations, and to make distributions to the
Company sufficient to permit the Company to meet its debt service obligations
and to pay certain other expenses as they come due. No assurances, however, can
be given that Finlay Jewelry's current level of operating results will continue
or improve or that Finlay Jewelry's income from operations will continue to be
sufficient to permit Finlay Jewelry and the Company to meet their debt service
and other obligations. Currently, Finlay Jewelry's principal financing
arrangements restrict annual distributions from Finlay Jewelry to the Company to
0.25% of Finlay Jewelry's net sales for the preceding fiscal year and also allow
distributions to the Company to enable it to make interest payments on the
Senior Debentures. Other dividends and distributions, including those required
to fund stock or bond repurchases, are subject to Finlay's satisfaction of
certain restrictive covenants. The amounts required to satisfy the aggregate of
Finlay Jewelry's interest expense totaled $7.1 million in each of the thirteen
week periods ended May 3, 2003 and May 4, 2002.
The Company has an employment agreement with one senior executive which
provides for a minimum salary level as well as incentive compensation based on
meeting specific financial goals. The agreement has a remaining term of
approximately two years and has a remaining aggregate minimum value of
$1,731,000 as of May 3, 2003.
In December 2000, the Company announced that its Board of Directors had
approved a stock repurchase program to acquire up to $20 million of outstanding
Common Stock. The Company may, at the discretion of management, purchase its
Common Stock, from time to time through September 29, 2003 under the stock
repurchase program. The extent and timing of repurchases will depend upon
general business and market conditions, stock prices, availability under the
Revolving Credit Facility,
19
compliance with certain restrictive covenants and Finlay's cash position and
requirements going forward. To date, the Company has repurchased 1,477,572
shares for $15.6 million.
In March 2002, the Company implemented a new merchandising and inventory
control system and a point-of-sale system for its Departments. These systems
will serve to support future growth of the Company as well as provide improved
analysis and reporting capabilities and more timely sales and inventory
information to facilitate merchandising solutions. Additionally, these systems
will provide the foundation for future productivity and expense control
initiatives. At May 3, 2003, a total of approximately $22.1 million has been
expended for software and implementation costs and is included in deferred
charges and other assets.
From time to time, Finlay enters into futures contracts, such as forwards,
based upon the anticipated sales of gold product in order to hedge against the
risk arising from its payment arrangements. At May 3, 2003 and February 1, 2003,
the Company had various open positions in futures contracts for gold totaling
59,000 and 4,000 fine troy ounces of gold, valued at $19.9 million and $1.4
million, respectively. There can be no assurance that these hedging techniques
will be successful or that hedging transactions will not adversely affect the
Company's results of operations or financial position.
In January 2000, Sonab, the Company's European leased jewelry department
subsidiary, sold the majority of its assets for approximately $9.9 million.
After the sale, the buyer operated more than 80 locations previously included in
Sonab's 130-location base in France. The remaining departments were closed. All
of Sonab's employees, excluding those that were hired by the buyer, were
involuntary terminated, including sales associates, supervisors and corporate
personnel. The Company recorded a pre-tax charge in the fourth quarter of 1999
of $28.6 million, or $1.62 per share on a diluted basis after-tax. The charge
included the write down of inventory and fixed assets, employee payroll and
severance costs, realization of foreign exchange losses and other close-down
costs. As of May 3, 2003, the Company's exit plan has been completed with the
exception of certain employee litigation and other legal matters. To date, the
Company has charged a total of $26.4 million against its estimate of $27.2
million. The Company does not believe future operating results or liquidity will
be materially impacted by any remaining payments.
SEASONALITY
Finlay's business is highly seasonal, with a significant portion of its
sales and income from operations generated during the fourth quarter of each
year, which includes the year-end holiday season. The fourth quarter accounted
for an average of 41% of Finlay's sales and 79% of its income from operations
for 2002, 2001 and 2000. Finlay has typically experienced net losses in the
first three quarters of its fiscal year. During these periods, working capital
requirements have been funded by borrowings under the Revolving Credit
Agreement. Accordingly, the results for any of the first three quarters of any
given fiscal year, taken individually or in the aggregate, are not indicative of
annual results.
INFLATION
The effect of inflation on Finlay's results of operations has not been
material in the periods discussed.
20
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Form 10-Q includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934 (the "Exchange Act"). All statements other than statements
of historical information provided herein are forward-looking statements and may
contain information about financial results, economic conditions, trends and
known uncertainties. The forward-looking statements contained herein are subject
to certain risks and uncertainties that could cause actual results, performances
or achievements to differ materially from those reflected in, or implied by, the
forward-looking statements. Factors that might cause such a difference include,
but are not limited to, those discussed under "Management's Discussion and
Analysis of Financial Condition and Results of Operations", as well as trends in
the general economy in the United States, low or negative growth in the economy
or in the financial markets which reduce discretionary spending on goods
perceived to be luxury items, attacks or threats of attacks by terrorists or war
which may negatively impact the economy and/or the financial markets and reduce
discretionary spending on such goods, competition in the retail jewelry
business, the seasonality of the retail jewelry business, the Company's ability
to increase comparable department sales and to open new departments, the
Company's dependence on or loss of certain host store relationships,
particularly with respect to May and Federated, due to the concentration of
sales generated by such host stores, the impact of any host store bankruptcy,
the impact of declining mall traffic levels, the availability to the Company of
alternate sources of merchandise supply in the case of an abrupt loss of any
significant supplier, the Company's ability to continue to obtain substantial
amounts of merchandise on consignment, the impact of fluctuations in gold and
diamond prices, Finlay Jewelry's continuation of its Gold Consignment Agreement,
the Company's compliance with applicable contractual covenants, the impact of
future claims and legal actions arising in the ordinary course of business, the
impact of recent accounting developments, the Company's dependence on key
officers, the Company's ability to integrate future acquisitions into its
existing business, the Company's high degree of leverage and the availability to
the Company of financing and credit on favorable terms and changes in regulatory
requirements which are applicable to the Company's business. Other such factors
include the ability of the Company to complete the repurchases contemplated
under its stock repurchase program, the adequacy of Finlay's working capital to
complete the repurchases, the availability and liquidity of the Company's Common
Stock, and overall market conditions for the Company's Common Stock.
Readers are cautioned not to rely on these forward-looking statements,
which reflect management's analysis, judgment, belief or expectation only as of
the date hereof. The Company undertakes no obligation to publicly revise these
forward-looking statements to reflect events or circumstances that arise after
the date hereof or to reflect the occurrence of unanticipated events. In
addition to the disclosure contained herein, readers should carefully review any
disclosure of risks and uncertainties contained in other documents the Company
files or has filed from time to time with the Commission pursuant to the
Exchange Act.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to market risk through the interest rate on its
borrowings under the Revolving Credit Agreement, which has a variable interest
rate. Based on the average amounts outstanding under the Revolving Credit
Agreement for 2002, a 100 basis point change in interest rates would have
resulted in an increase in interest expense of approximately $600,000 in 2002.
In seeking to minimize the risks from interest rate fluctuations, the Company
manages exposures through its regular operating and financing activities. In
addition, the majority of the Company's borrowings are under fixed rate
arrangements, as described in Note 4 of Notes to Consolidated Financial
Statements.
21
The jewelry industry in general is affected by fluctuations in the prices
of precious metals and precious and semi-precious stones. The availability and
prices of gold, diamonds and other precious metals and precious and
semi-precious stones may be influenced by cartels, political instability in
exporting countries and inflation. Shortages of these materials or sharp changes
in their prices could have a material adverse effect on the Company's results of
operations or financial condition. The Company enters into forward contracts for
the purchase of gold to hedge the risk of gold price fluctuations for future
sales of gold consignment merchandise. The Company does not enter into forward
contracts or other financial instruments for speculation or trading purposes.
The fair value of gold under the forward contracts was $20.1 million at May 1,
2003.
ITEM 4. CONTROLS AND PROCEDURES
Within the 90-day period prior to the filing of this report, an evaluation
was carried out under the supervision and with the participation of the
Company's management, including the Chief Executive Officer ("CEO") and Chief
Financial Officer ("CFO"), of the effectiveness of the Company's disclosure
controls and procedures. Based on that evaluation, the CEO and CFO have
concluded that the Company's disclosure controls and procedures are effective to
ensure that information required to be disclosed by the Company in reports that
it files or submits under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified in Commission rules and forms.
Subsequent to the date of their evaluation, there were no significant changes in
the Company's internal controls, or in other factors that could significantly
affect the internal controls, including any corrective actions with regard to
significant deficiencies and material weaknesses.
22
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A. EXHIBITS
2 Not applicable.
3 Not applicable.
4 Not applicable.
10.1 Amendment No. 1, dated April 1, 2003, to the Company's Retirement
Income Plan, as amended and restated February 2002.
10.2 Amendment No. 2, dated May 29, 2003, to the Company's Retirement
Income Plan, as amended and restated February 2002.
11 Statement re: Computation of earnings per share (not required
because the relevant computation can be clearly determined from
material contained in the financial statements).
15 Not applicable.
18 Not applicable.
19 Not applicable.
22 Not applicable.
23 Not applicable.
24 Not applicable.
99.1 Certification of principal executive officer pursuant to the
Sarbanes-Oxley Act of 2002, Section 906.
99.2 Certification of principal financial officer pursuant to the
Sarbanes-Oxley Act of 2002, Section 906.
B. REPORTS ON FORM 8-K
On April 1, 2003, the Company filed a Current Report on Form 8-K providing
information under Item 5 relating to the Company's press release announcing the
resignation of Thomas H. Lee and Warren C. Smith, Jr. from the Company's Board
of Directors and the sale by Mr. Lee and Mr. Smith, along with Thomas H. Lee
Equity Partners, L.P. and other affiliates, of all of their equity holdings of
the Company to a private investor.
On April 18, 2003, the Company filed a Current Report on Form 8-K
furnishing information under Item 12 relating to the Company's press release
announcing the Company's adoption of new accounting
23
guidance for vendor allowances (EITF No. 02-16) retroactive to the beginning of
fiscal 2002 and that the Company has changed its method of accounting for such
allowances going forward.
On May 14, 2003, the Company filed a Current Report on Form 8-K furnishing
information under Item 12 relating to the Company's press release announcing the
Company's sales for the quarter ended May 3, 2003.
On May 22, 2003, the Company filed a Current Report on Form 8-K providing
information under Item 5 relating to the Company's press release announcing the
appointment of Richard E. Kroon to the Company's Board of Directors.
On May 30, 2003, the Company filed a Current Report on Form 8-K furnishing
information under Item 12 relating to the Company's press release reporting the
Company's financial results for the quarter ended May 3, 2003.
24
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: June 13, 2003 FINLAY ENTERPRISES, INC.
By: /s/ Bruce E. Zurlnick
-------------------------------------
Bruce E. Zurlnick
Senior Vice President, Treasurer
and Chief Financial Officer
(As both a duly authorized officer of
Registrant and as principal financial
officer of Registrant)
25
CERTIFICATIONS
I, Arthur E. Reiner, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Finlay Enterprises,
Inc.:
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: June 13, 2003
/s/ Arthur E. Reiner
---------------------------------
Arthur E. Reiner
Chairman, President and Chief
Executive Officer
26
I, Bruce E. Zurlnick, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Finlay Enterprises,
Inc.:
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: June 13, 2003
/s/ Bruce E. Zurlnick
-----------------------------------
Bruce E. Zurlnick
Senior Vice President,
Treasurer and Chief Financial
Officer
27