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1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED
FEBRUARY 1, 1997
COMMISSION FILE NUMBER
015230
MICHAEL ANTHONY JEWELERS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 132910285
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
115 SOUTH MACQUESTEN PARKWAY 10550
MOUNT VERNON, NEW YORK (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (914) 6990000
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
COMMON STOCK, PAR VALUE $.001
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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendments to
this Form 10-K. [ ]
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of April 18, 1997.
COMMON STOCK, PAR VALUE $.001 7,771,115
(TITLE OF EACH CLASS) (NUMBER OF SHARES)
Aggregate market value of common stock held by nonaffiliates at April 18, 1997:
$15,929,268*
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DOCUMENTS INCORPORATED BY REFERENCE:
Part III Portions of registrant's Definitive Proxy Statement for Annual Meeting
of Stockholders for Fiscal 1997 (to be filed within 120 days of end of Fiscal
Year).
Part IV Certain exhibits to (i) registrant's Registration Statement on Form S-1
(File No. 338289), (ii) registrant's Current Report on Form 8-K filed on June
24, 1992, (iii) registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1993, (iv) registrant's Annual Report on Form 10-K for the fiscal year
ended June 30, 1993, (v) registrant's Registration Statement on Form S-3 (File
No. 3371308), (vi) registrant's Annual Report on Form 10-K for the fiscal year
ended June 30, 1994, (vii) registrant's Transition Report on Form 10-K for the
transition period from July 1, 1994 to January 28, 1995, (viii) registrant's
Annual Report on Form 10-K for the fiscal year ended January 27, 1996, (ix)
registrant's Quarterly Report on Form 10-Q for the quarter ended July 27, 1996,
and (x) registrant's Quarterly Report on Form 10-Q for the quarter ended October
26, 1996.
* Excludes holdings, among others, of Allan Corn, Frances Durden, David Harris,
Donald R. Miller, Michael Anthony Paolercio, Greg Torski, Michael Wager and
Fredric R. Wasserspring who should not be deemed affiliates for any other
purpose.
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PART I
ITEM 1. BUSINESS.
GENERAL
Michael Anthony Jewelers, Inc. (the "Company") is a leading designer,
marketer and manufacturer of affordable fine jewelry in the United States. The
Company sells its jewelry directly to jewelry chain stores, discount stores,
department stores, television home shopping networks, catalogue retailers, and
wholesalers. The Company manufactures jewelry targeted towards the middle
market, which generally retail between $20 and $200. The Company's products
include rope chain, bracelets, charms, pendants, earrings, rings and watches,
which jewelry is sold in over 20,000 retail locations nationwide.
Most of the Company's products are manufactured at its Mount Vernon,
New York facility. The Company utilizes manufacturing processes that combine
modern technology and mechanization with handcraftsmanship. In order to better
meet its customers' needs, the Company has developed a wide range of customer
service programs, such as inventory management assistance through electronic
data interchange, customized packaging, barcoding and computerized analysis of
sales and marketing trends. As a result of its vertical integration and customer
service programs, the Company is able to be responsive to its customers' needs
and manufacture and deliver most orders on a timely and more cost-effective
basis than many of its competitors.
The Company was organized as a Delaware corporation in 1986 and is the
successor to Michael Anthony Jewelers, Inc., a New York corporation, organized
in 1977.
CHANGES IN FISCAL YEAR
On November 3, 1994, the Company's Board of Directors approved a change
in the fiscal year end of the Company from June 30th to a fiscal year ending on
the last Saturday in January, effective for the seven month period ended January
28, 1995. During fiscal 1997, the Company changed its fiscal year end from the
last Saturday in January to the Saturday closest to the end of January,
effective with the fiscal year ended February 1, 1997. Fiscal years ended
February 1, 1997 and January 27, 1996 were comprised of 53 and 52 weeks,
respectively.
As used below, (a) fiscal 1997 refers to the fiscal year ended February
1, 1997, (b) fiscal 1996 refers to the fiscal year ended January 27, 1996, (c)
"Transition Period" refers to the seven months ended January 28, 1995 and (d)
"fiscal 1994" refers to the fiscal year ended June 30, 1994.
PRODUCT LINES
The Company offers a broad selection of handcrafted gold and silver
jewelry. Many of the Company's products carry the "Ma" trademark, which has
become widely recognized in the jewelry industry and with certain consumers. One
of the Company's largest product lines is an extensive selection of casted gold
charms and pendants. The charms and pendants manufactured by the Company include
religious symbols; popular sayings ("talking charms"); sport themes and team
logos; animal motifs; nautical, seashore, western, musical, zodiac and other
thematic figures; initials; and abstract artistic creations.
The M.A.J. manufacturing division manufactures gold rope chain, gold
locks used in the production of rope chain, and designs gold tubing and bangle
blanks used
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in the production of bangle bracelets. The M.A.E. manufacturing division
manufactures gold earrings and certain findings used to assemble jewelry.
The Company also manufactures a line of men's and ladies' 14 karat gold
watches under the "Michael Anthony" brand name.
The tables below set forth the approximate percentage of (i) sales and
(ii) kilos shipped in fiscal years 1997, 1996, the Transition Period and in
fiscal year 1994, respectively, attributable to each of the Company's product
categories.
APPROXIMATE
FISCAL 1997 APPROXIMATE % OF KILOS
PRODUCT CATEGORY % OF SALES SHIPPED
- ---------------- ---------- -------
Casted 44 37
Chains 43 50
Earrings 5 4
Other items 8 9
--- ---
Total 100% 100%
=== ===
APPROXIMATE
FISCAL 1996 APPROXIMATE % OF KILOS
PRODUCT CATEGORY % OF SALES SHIPPED
- ---------------- ---------- -------
Casted 45 34
Chains 42 51
Earrings 6 4
Other items 7 11
--- ---
Total 100% 100%
=== ===
APPROXIMATE
1995 TRANSITION PERIOD APPROXIMATE % OF KILOS
PRODUCT CATEGORY % OF SALES SHIPPED
- ---------------- ---------- -------
Casted 43 34
Chains 42 52
Earrings 5 4
Other items 10 10
--- ---
Total 100% 100%
=== ===
APPROXIMATE
FISCAL 1994 APPROXIMATE % OF KILOS
PRODUCT CATEGORY % OF SALES SHIPPED
- ---------------- ---------- -------
Casted 45 35
Chains 40 49
Earrings 7 6
Other items 8 10
--- ---
Total 100% 100%
=== ===
The Company's jewelry line includes licensed products manufactured
pursuant to arrangements with such licensors as Warner Bros., Inc. (licensors of
Looney Tunes(R)) characters), National Football League Properties, Inc., Major
League Baseball Properties, Inc., NBA Properties, Inc., NHL Enterprises, Inc.,
United Features Syndicate (Peanuts(R)), Playboy Enterprises, Inc., Cathy(R) and
many nationally recognized colleges, including Notre Dame and the University of
Florida. The Company manufactures jewelry products, particularly charms,
pendants and pins, depicting the popular logos and symbols associated with these
licensors. The Company pays each of these licensors a royalty ranging from 6% to
12% on sales of the licensed products. During the fiscal year ended February 1,
1997, the Company's licensed products represented approximately 11% of the
Company's net sales.
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The Company maintains an inhouse design staff which utilizes CAD/CAM
(computer aided design/computer aided manufacturing) technology to enhance its
design, modeling and production capabilities. The equipment is utilized for the
design of the Company's new products and for modifying the scale of existing
Company designs. The Company's policy is to obtain proprietary protection for
its products and designs whenever possible.
The Company updates its product catalogue each year by adding new
designs and eliminating less popular styles. Items removed from the Company's
current catalogue generally remain available on a special order basis.
MANUFACTURING PROCESS
At the Company's manufacturing facility in Mount Vernon, New York,
manufacturing processes combine modern technology and mechanization with
handcraftsmanship to produce fashionable and affordable gold jewelry. The
manufacturing processes utilized by the Company include the casting (or lost
wax) method, a photoetching process which has allowed the Company to enter the
lower priced segment of the market through production of ultralight products and
the diamond cut process, a technique which produces a sparkling effect on a
finished piece of gold jewelry.
The Company's rope chain product is manufactured by machinery designed
in accordance with a patented process. The equipment is capable of operating 24
hours a day and requires minimal direct labor costs, which has enabled the
Company to become one of the lowest cost producers of rope chain in the United
States.
During fiscal 1997, the Company manufactured approximately 95% of its
products from gold bullion and other raw materials and purchased approximately
5% of its product as semi-finished or finished goods. The Company does not
believe the loss of any supplier would have a material adverse effect on its
business. Alternative sources of supply for the goods purchased by the Company
are readily available.
BACKLOG
Orders from the Company's retail customers typically have shipment
dates that range from 24 hours to 60 days. Substantially all of the Company's
wholesale customers' orders are for immediate shipment and generally are shipped
within 7 days of receipt. As of April 18, 1997, the aggregate dollar value of
the Company's backorders was approximately $6,800,000. The Company expects that
substantially all of the current backlog will be shipped in the next 45 days.
Management of the Company does not believe that backlog is indicative of the
Company's future results of operations, as backlog as of any given date is not
necessarily indicative of sales trends.
MARKETING AND SALES
The Company markets and sells its jewelry primarily through its inhouse
sales force. Sales are made by the Company's sales personnel primarily at the
Company's showroom in Mount Vernon, New York and direct presentations at
customers' locations. Products are promoted through the use of catalogues,
advertisements in trade publications, trade show exhibitions and cooperative
advertising allowances with certain customers.
The Company's marketing strategy includes a campaign to increase brand
recognition for the "Michael Anthony" name. This campaign includes advertising
in consumer magazines and a specially selected and packaged line of karat gold
jewelry, including watches, sold by the Company to certain retailers under the
"Michael Anthony" name. The Company believes that there is growing brand
recognition of the "Michael Anthony" name and the "Ma" trademark with consumers
and that this recognition has enhanced sales of its products.
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The Company's jewelry is sold primarily to jewelry chain stores,
discount stores, department stores, television home shopping networks, catalogue
retailers and wholesalers. The Company assists its customers in allocating their
purchasing budget among the items in the various product lines by advising them
of items having higher consumer demand as determined by the Company's
computerized market analysis. Prices vary on the basis of service required by
customers. The Company ships its products in bulk to wholesale distributors and
for certain retail chains, such as Sterling Jewelers, Inc. (a division of Signet
Group PLC and the owner of Kay Jewelers and J.B. Robinson Jewelers), Wal*Mart,
J.C. Penney, Zales, Service Merchandise and Kmart, the Company prepackages and
price tags most items, and then ships an order of many different items to
distribution centers and stores in the chain. The Company provides additional
services to certain of its customers to meet their specific marketing needs,
such as tagging, boxing and point-of-sale displays.
The Company also ships its jewelry to a limited number of customers on
a consignment basis. Under these arrangements, the Company delivers its products
under consignment, and upon sale, the customer pays the Company for the
consigned merchandise. Consigned merchandise is subject to the Company's own
consignment arrangements with its gold lenders (the "Gold Lenders"). See ITEM 1.
"BUSINESS - SUPPLY; RELATED FINANCING ARRANGEMENTS" AND ITEM 7. "MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS -
LIQUIDITY AND CAPITAL RESOURCES."
During the fiscal year ended February 1, 1997, sales to the five
largest of the Company's customers aggregated approximately 51% of total net
sales. The Company's two largest customers were Sterling Jewelers, Inc. and
Wal*Mart Stores, Inc., accounting for approximately 13% and 12% of net sales,
respectively. The Company has no long-term contractual commitments with any of
its customers, nor are any of the Company's customers subject to any contractual
provisions or other restrictions which preclude them from purchasing products
from the Company's competitors.
The Company reduces gross sales by the amount of returns and discounts
to determine net sales each month. The Company establishes each month a reserve
for returns based on its historical experience, the amount of gross sales and
the customer base. The total of actual returns and the provision for the returns
reserve amounted to approximately 13% of gross sales in fiscal 1997, 14% of
gross sales in fiscal 1996, 16% of gross sales for the Transition Period and 10%
of gross sales for fiscal 1994. For further information regarding the reserve
for returns, see Note 1 - Notes to Consolidated Financial Statements.
PATENTS AND TRADEMARKS
The Company manufactures its rope chain using machinery that is
designed in accordance with patented processes. The Company also maintains
certain trademarks and generally applies for copyrights covering the design of
its charms and other selected products. The level of copyright protection
available under the law for the Company's proprietary designs and products
varies depending upon a number of factors, including the distinctiveness of the
product and originality of design. There can be no assurance that the Company's
patents, trademarks and copyrights will prevent competitors from producing
products that are substantially similar to those of the Company. See ITEM 1.
"BUSINESS - PRODUCT LINES."
COMPETITION
The jewelry industry is highly competitive, both in the United States
and on a global basis. The Company encounters competition primarily from
manufacturers with national and international distribution capabilities and, to
a lesser extent, from small regional suppliers of jewelry. Management believes
that the Company is well
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positioned in the industry and has a reputation for responsive customer service,
high quality and well designed jewelry with broad consumer appeal.
The principal competitive factors in the industry are price, quality,
design and customer service. The Company's specialized customer service programs
are important competitive factors in sales to nontraditional jewelry retailers,
including television shopping networks and discount merchandisers. The Company
believes that its infrastructure which enables it to offer these programs,
combined with low cost manufacturing capabilities, provide the Company with
competitive strengths that distinguish it from most of its current competitors.
The recent trend towards consolidation at the retail level in the jewelry
industry may increase the level of competition facing the Company.
SEASONAL NATURE OF BUSINESS
The Company's business is seasonal in nature. Presented below are the
Company's net sales for each quarter of fiscal 1997, fiscal 1996, for the first
quarter of the Transition Period and the four month period ended January 28,
1995 and for each quarter of fiscal 1994:
NET % OF
($ IN THOUSANDS) SALES NET SALES
---------------- ----- ---------
Fiscal 1997 Ended February 1, 1997
First Quarter $29,203 19%
Second Quarter $27,706 18%
Third Quarter $48,772 33%
Fourth Quarter $44,948 30%
Fiscal 1996 Ended January 27, 1996
First Quarter $27,260 19%
Second Quarter $24,902 17%
Third Quarter $47,037 32%
Fourth Quarter $46,058 32%
Transition Period Ended January 28, 1995
First Quarter $34,101 37%
Four Months $59,220 63%
Fiscal 1994 Ended June 30, 1994
First Quarter $27,779 19%
Second Quarter $55,102 39%
Third Quarter $28,492 20%
Fourth Quarter $31,414 22%
While the Company's net sales are subject to seasonal fluctuation, this
fluctuation is mitigated to a degree by the early placement of orders by many of
the Company's customers, particularly for the Christmas holiday season. In
addition, the Company markets holiday and seasonal products year round for such
occasions as Mother's Day, Valentine's Day, Father's Day, religious holidays and
school graduations.
SUPPLY; RELATED FINANCING ARRANGEMENTS
Gold acquired for manufacture is at least .995 fine and is then
combined with other metals to produce 14 karat and 10 karat gold. The term
"karat" refers to the gold content of alloyed gold, measured from a maximum of
24 karats (100% fine gold). Varying quantities of metals such as silver, copper,
nickel and zinc are combined with fine gold to produce 14 karat gold of
different colors. These alloys are in abundant supply and are readily available
to the Company.
The Company utilizes gold consignment arrangements with the Gold
Lenders to supply substantially all of its gold needs. Under the terms of those
arrangements, the Company is entitled to lease the lesser of (i) an aggregate of
250,000 ounces of
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fine gold or (ii) consigned gold with an aggregate value equal to $106,695,000.
The consigned gold is secured by certain property of the Company including
inventory and machinery and equipment. The Company pays the Gold Lenders a
consignment fee based on the dollar value of ounces of gold outstanding under
their respective agreements, which value is based on the daily Second London
Gold Fix. The Company believes that its financing rate under the consignment
arrangements is substantially similar to the financing rates charged to gold
consignees similarly situated to the Company. At February 1, 1997, the Company
held 116,590 ounces of gold on consignment with a market value of $40,282,000.
The consignment agreements contain certain restrictive covenants
relating to maximum usage, net worth, working capital and other financial ratios
and each of the agreements requires the Company to own a specific amount of gold
at all times. At February 1, 1997, the Company was in compliance with the
covenants in its consignment agreements and the Company's owned gold inventory
was valued at approximately $6,727,000. Management believes that the supply of
gold available through the Company's gold consignment arrangements, in
conjunction with the Company's owned gold, is sufficient to meet the Company's
requirements.
The consignment arrangements are terminable by the Company or the
respective Gold Lenders upon 30 days notice. If any Gold Lender were to
terminate its existing gold consignment arrangement, the Company does not
believe it would experience an interruption of its gold supply that would
materially adversely affect its business. The Company believes that other
consignors would be willing to enter into similar arrangements if any Gold
Lender terminates its relationship with the Company. See ITEM 7. "MANAGEMENT'S
DISCUSSION AND ANALYSIS AND FINANCIAL CONDITION AND RESULTS OF OPERATIONS."
Consigned gold is not included in the Company's inventory, and there is
no related liability recorded. As a result of these consignment arrangements the
Company is able to shift a substantial portion of the risk of market
fluctuations in the price of gold to the Gold Lenders, since the Company does
not purchase gold from the Gold Lenders until receipt of a purchase order from,
or shipment of jewelry to, its customers. The Company then either locks in the
selling price of the jewelry to its customers concurrently with the required
purchase of gold from the Gold Lenders or hedges against changes in the price of
gold by entering into forward contracts or purchasing futures or options on
futures that are listed on the Commodity Exchange, Inc. ("COMEX").
While the Company believes its supply of gold is relatively secure,
significant increases or rapid fluctuations in the cost of gold may result in
reduced demand for the Company's products. From July 1, 1994 until February 1,
1997, the closing price of gold according to the Second London Gold Fix ranged
from a low of $346 per ounce to a high of $415 per ounce. There can be no
assurance that fluctuations in the credit and precious metals markets would not
result in an interruption of the Company's gold supply or the credit
arrangements necessary to allow the Company to support its accounts receivable
and continue the use of consigned gold.
INSURANCE
The Company maintains primary all-risk insurance, with limits in excess
of the Company's current inventory levels (including consigned gold), to cover
thefts and damage to inventory located on the Company's premises and insurance
on its goods in transit. The Company also maintains insurance covering thefts
and damage to inventory located at the premises of its suppliers. The amount of
coverage available under such policies is limited and may vary by location, but
generally is in excess of the value of the gold held by a particular supplier.
Additional insurance coverage is provided by some of the Company's suppliers.
The Company also maintains fidelity insurance (insurance providing coverage
against theft or embezzlement by employees of the Company).
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EMPLOYEES
As of February 1, 1997, the Company employed 519 persons, 407 of which
were directly engaged in manufacturing and distribution operations, with the
remaining 112 employees who were engaged in administration and sales. The
Company considers relations with its employees to be good.
ENVIRONMENTAL MATTERS
The Company's manufacturing operations routinely involve the use of
certain materials that are classified as hazardous. The Company's use of such
materials is in compliance in all material respects with applicable federal,
state and local laws and regulations concerning the environment, health and
safety. The costs incurred by the Company in complying with such laws and
regulations have not been material to the Company's results of operations.
ACQUISITIONS
While the Company intends to continue to aggressively market its gold
jewelry product lines to its existing customer base, management of the Company
believes opportunities exist to increase sales by expanding its customer base
and exploring product lines that may utilize diamonds or colored stones
(precious, semiprecious or synthetic). As part of the Company's strategy to
increase sales to new and existing customers, in 1994 and 1995 the Company
acquired two small jewelry manufacturers. As a result of these transactions, the
Company increased its market share with an existing customer and added certain
new customers.
During fiscal 1997, the Company was engaged in merger discussions with
one of its major competitors; however, on November 18, 1996, both companies
jointly announced that negotiations were terminated due to an inability to agree
on the value of the stock portion of the purchase price. The Company plans to
continue pursuing the acquisition of one or more additional companies that
manufacture and distribute jewelry products.
ITEM 2. PROPERTIES.
The manufacturing and distribution facilities of the Company are
located in three adjacent buildings in Mount Vernon, New York having a total of
approximately 74,000 square feet. Pursuant to lease agreements entered into in
May 1991 and May 1995, respectively, with Michael Anthony Company, now known as
MacQuesten Realty Company ("MRC"), a New York general partnership, the general
partners of which are Michael Paolercio ("MP") and Anthony Paolercio ("AP"),
during fiscal 1997 the Company paid rent of approximately $624,000, for the
adjacent buildings housing its manufacturing facilities located at 50, 60 and 70
South MacQuesten Parkway in Mount Vernon, plus real estate taxes and other
occupancy costs. The Company believes that the terms of these lease arrangements
with MRC are no less favorable than those that could have been obtained from an
unaffiliated party. Subject to the Company's option to acquire the properties
located at 60 and 70 South MacQuesten Parkway, Mt. Vernon, discussed in more
detail below, the Company will pay an average annual rent of approximately
$478,000 over the term of the leases, plus real estate taxes and other occupancy
costs.
As part of its long-term strategic plan, the Company plans to acquire
during fiscal 1998, one of the buildings housing its manufacturing facilities
(the "50 Building") from MRC for a purchase price of $1,150,000. The 50 Building
has approximately 22,000 square feet.
The Special Real Estate Committee of the Board of Directors, comprised
of the Company's independent, outside directors, obtained an appraisal of the 50
Building, and after reviewing the appraisal and negotiation with MRC as to the
terms of
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purchase, recommended the acquisition to the Company's Board of Directors. On
April 4, 1997, the Board of Directors voted unanimously, with Michael and
Anthony Paolercio abstaining, to authorize the acquisition of the 50 Building,
subject to (1) receipt of an updated, satisfactory appraisal and (2) the Company
obtaining an exclusive, two-year option to acquire from MRC the remaining
manufacturing facilities housed in the buildings located at 60 and 70 South
MacQuesten Parkway, Mt. Vernon at an aggregate purchase price of $2,350,000 and
on terms and conditions substantially the same as those agreed to for the
purchase of the 50 Building.
The general terms of a Contract of Sale for the acquisition of the 50
Building have been agreed to, subject to the Company reviewing its financing
alternatives.
In the event the Company acquires the 50 Building and subsequently
exercises its option to acquire the properties located at 60 and 70 South
MacQuesten, the Company would incur additional long-term indebtedness in order
to finance the purchase.
On December 1, 1994, the Company acquired its corporate headquarters
premises in Mount Vernon, New York (the "Headquarters Property") from MRC. The
Headquarters Property has approximately 71,000 square feet.
The Special Real Estate Committee of the Board of Directors obtained an
appraisal of the Headquarters Property, and after review of the appraisal and
negotiation with MRC as to the terms of purchase of the Headquarters Property,
recommended the acquisition to the Company's Board of Directors. On November 28,
1994, the Board of Directors voted unanimously, with MP abstaining and AP
absent, to authorize the acquisition of the Headquarters Property. Under the
terms of a Contract of Sale, dated November 28, 1994, the Company acquired the
Headquarters Property from MRC for the sum of $2,490,000. The Company funded the
acquisition of the Headquarters Property with cash from its operations and
subsequently financed the purchase with a mortgage loan from a bank.
See ITEM 7. "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS" and ITEM 13. "CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS."
The offices and facilities of the Company are protected by
state-of-the-art security systems, procedures and a security staff.
ITEM 3. LEGAL PROCEEDINGS.
Legal proceedings to which the Company is a party are either routine
litigation incidental to Michael Anthony's business or other litigation not
material to the Company's business or financial condition.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The Company's Common Stock is traded on the American Stock Exchange
("AMEX") under the symbol MAJ. The Company's Common Stock began its listing on
AMEX on October 25, 1991. Prior to its listing on AMEX, the Company's Common
Stock was traded in NASDAQ National Market System. The following table sets
forth the high and low sale prices per share on AMEX for the fiscal years 1997,
1996 and the Transition Period.
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FISCAL YEAR ENDED FEBRUARY 1, 1997 HIGH LOW
- ---------------------------------- ---- ---
First Quarter 3 7/16 2 3/4
Second Quarter 3 5/8 2 3/4
Third Quarter 3 5/8 2 3/4
Fourth Quarter 3 7/16 2 15/16
FISCAL YEAR ENDED JANUARY 27, 1996 HIGH LOW
- ---------------------------------- ---- ---
First Quarter 3 7/8 3 1/8
Second Quarter 3 1/2 2 5/8
Third Quarter 3 2 3/8
Fourth Quarter 3 1/8 2 1/2
TRANSITION PERIOD ENDED JANUARY 28, 1995 HIGH LOW
- ---------------------------------------- ---- ---
First Quarter 6 3/8 5
Four Months ended January 28, 1995 7 3 1/2
As of April 18, 1997, there were 234 holders of record of the Company's
Common Stock (including brokers holding in street name).
The Company has never paid a cash dividend. The Company anticipates
that all of its earnings will be retained for use in its business and does not
intend to pay cash dividends in the foreseeable future. In addition, the
Company's senior secured note agreements contain covenants which limit the
payment of dividends. Future dividend policy will depend upon, among other
factors, the Company's earnings and its financial condition. See ITEM 7.
"MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS."
On November 5, 1993, the Company filed a registration statement with
the Securities and Exchange Commission for an offering of 2,000,000 shares of
Common Stock of the Company and certain stockholders. On December 20, 1993, the
Company sold 1,600,000 shares pursuant to the offering. On January 14, 1994, the
underwriters partially exercised an over-allotment option whereby the Company
sold an additional 7,600 shares. The net proceeds to the Company from the sale
of the Common Stock were approximately $11,679,000 after deducting underwriting
discounts, commissions, and expenses of the offering payable by the Company. The
proceeds to the Company from this offering were used for working capital and
general corporate purposes, including strategic acquisitions of other companies
engaged in the manufacture and distribution of jewelry. See ITEM 7.
"MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS - LIQUIDITY AND CAPITAL RESOURCES."
In connection with the Common Stock repurchase program that the Company
announced in 1994 (the "1994 Stock Repurchase Program"), the Company repurchased
a total of 441,600 shares of Common Stock for an aggregate price of
approximately $1,439,000. The Company will not reissue these shares to the
public. In November 1995, the Company discontinued its 1994 Stock Repurchase
Program.
In December 1995, the Company announced a new Common Stock Repurchase
Program (the "Stock Repurchase Program") pursuant to which the Company may
repurchase up to 750,000 shares of Common Stock. On April 4, 1997, the Board of
Directors authorized an increase of an additional 500,000 shares of Common Stock
that the Company may repurchase under the Stock Repurchase Plan. As of April 18,
1997, the Company had repurchased a total of 567,400 shares of Common Stock
under the Stock Repurchase Program for a total of approximately $1,751,390.
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ITEM 6. SELECTED FINANCIAL DATA.
The following selected financial data of the Company should be read in
conjunction with the consolidated financial statements and related notes
appearing elsewhere in this Form 10-K.
YEAR ENDED SEVEN MONTHS
------------------ ENDED YEAR ENDED JUNE 30,
FEB. 1, JAN. 27, JAN. 28, -------------------------------
1997 1996 1995 1994 1993 1992
---- ---- ---- ---- ---- ----
(IN THOUSANDS,
EXCEPT PER SHARE AMOUNTS)
STATEMENT OF OPERATIONS
Net sales $ 150,629 $ 145,257 $ 93,321 $ 142,787 $ 119,615 $ 112,748
Cost of goods sold 124,041 121,195 76,782 114,151 97,509 92,028
--------- --------- --------- --------- --------- ---------
Gross profit 26,588 24,062 16,539 28,636 22,106 20,720
Selling, general
and administrative
expenses 21,372 19,455 12,628 17,887 17,148 19,030
--------- --------- --------- --------- --------- ---------
Operating income 5,216 4,607 3,911 10,749 4,958 1,690
Other (expense)/
income:
Interest expense/
gold consignment
fee (3,155) (3,835) (2,030) (3,157) (3,066) (2,629)
Other income/
(expense) net 507 442 117 564 643 458
--------- --------- --------- --------- --------- ---------
Income/(loss)
before income
taxes 2,568 1,214 1,998 8,156 2,535 (481)
Income tax
provision/
(benefit) 778 486 774 3,176 964 (112)
--------- --------- --------- --------- --------- ---------
Net income/(loss) $ 1,790 $ 728 $ 1,224 $ 4,980 $ 1,571 $ (369)
========= ========= ========= ========= ========= =========
Earnings/(loss)
per share $ .22 $ 0.09 $ 0.14 $ 0.63 $ 0.23 $ (0.06)
========= ========= ========= ========= ========= =========
Weighted average
number of shares 8,241 8,475 8,749 7,945 6,916 6,450
========= ========= ========= ========= ========= =========
BALANCE SHEET DATA:
Working capital $ 42,042 $ 46,136 $ 42,778 $ 46,250 $ 31,311 $ 31,954
Total assets(1) 72,749 78,646 72,039 69,962 53,707 52,733
Long-term debt and
capital lease
liability 14,294 19,192 13,282 13,210 15,824 18,009
Stockholders'
equity 47,042 46,048 46,445 45,608 28,402 26,137
(1) The year ended February 1, 1997, January 27, 1996, the seven months
ended January 28, 1995 and the years ending June 30, 1994, 1993 and
1992 do not include consigned inventory, which had approximate value of
$40,282,000, $60,700,000, $72,936,000, $70,818,000, $61,796,000 and
$39,345,000, respectively.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
Introduction
On November 3, 1994, the Company's Board of Directors approved a change
in the fiscal year end of the Company from June 30th to a fiscal year ending on
the last Saturday in January, effective for the seven month period ended January
28, 1995. During fiscal 1997, the Company changed its fiscal year end from the
last Saturday in January to the Saturday closest to the end of January,
effective with the fiscal year ended February 1, 1997. Fiscal years ended
February 1, 1997 and January 26, 1996 were comprised of 53 and 52 weeks,
respectively.
As used below, (a) "fiscal 1997" refers to the fiscal year ended
February 1, 1997, (b) "fiscal 1996" refers to the fiscal year ended January 27,
1996, (c) "Transition Period" refers to the seven months ended January 28, 1995
and (d) "fiscal 1994" refers to the fiscal year ended June 30, 1994.
Results of Operations
The following table sets forth, as a percentage of net sales, certain
items appearing in the Company's Statements of Operations for the indicated
fiscal years.
YEAR ENDED SEVEN MONTHS
----------------------------- ENDED YEAR ENDED
FEBRUARY 1, JANUARY 27, JANUARY 28, JUNE 30,
1997 1996 1995 1994
---- ---- ---- ----
Net sales 100.0% 100.0% 100.0% 100.0%
Cost of sales 82.3 83.4 82.3 80.0
Selling, general and
administrative expenses 14.2 13.4 13.5 12.5
Interest and gold consignment
fee expense 2.1 2.6 2.2 2.2
Other income (.3) (.2) (.1) (.4)
Income tax provision .5 .3 .8 2.2
Net income 1.2 .5% 1.3% 3.5%
1997 VS. TWELVE MONTHS ENDED JANUARY 27, 1996
Net sales for fiscal 1997 were approximately $150,629,000, an increase of 4%
from net sales of approximately $145,257,000 for the comparable period in fiscal
1996. The increase in net sales resulted primarily from the 53rd week, which
amounted to approximately $3,200,000 and increased shipments to the retail
segment of the Company's customer base, which increase was offset in part by
decreased shipments to the wholesale segment of the Company's customer base.
Gross profit margin increased to approximately 17.7% of net sales for fiscal
1997 compared to approximately 16.6% for the comparable period in fiscal 1996.
The increase in gross margin was attributable to a change in the Company's
product mix and increased sales of the Company's licensed products, which have
higher gross margins.
Selling, general and administrative expenses for fiscal 1997 were approximately
$21,372,000, compared to $19,455,000 for the comparable period in fiscal 1996.
As a percentage of net sales, these expenses increased to 14.2% in fiscal 1997
from 13.4% in fiscal 1996. The increased percentage is primarily attributed to
(i) increased product and packaging supplies, (ii) increased royalty and
licensing expenses, (iii) increased payroll and payroll related expenses and
(iv) the terminated acquisition negotiations with a company. These increases
were offset in part by a decrease in advertising related expenses.
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14
Other expenses-net for fiscal 1997 were approximately $2,648,000, a decrease of
$745,000 or 22% compared to approximately $3,393,000 for the comparable period
in fiscal 1996. Interest expense (including gold consignment fees) was
approximately $3,155,000 a decrease of $680,000, or 18%, from $3,835,000 for the
comparable period in fiscal 1996. This decrease was primarily due to (i) a lower
average level of consignment inventory, (ii) lower consignment rates and (iii)
lower debt levels.
The effective tax rates for fiscal 1997 and fiscal 1996 were 30% and 40%,
respectively. The decrease in the effective tax rate is due to the reversal of
prior year accruals.
As a result of the above factors, the Company's net income for fiscal 1997 was
approximately $1,790,000 compared to $728,000 for the comparable period in
fiscal 1996.
1996 VS. TWELVE MONTHS ENDED JANUARY 28, 1995 (UNAUDITED)
Net sales for fiscal 1996 were approximately $145,257,000, a decrease of 3% from
net sales of approximately $149,583,000 for the comparable period in the prior
year. The decrease in sales was primarily related to a significant reduction in
volume of sales to the wholesale segment of the Company's customer base. This
decrease was partly offset by an increase in volume of sales to the retail
segment of the Company's customer base.
Gross profit margin decreased to 16.6% of net sales in fiscal 1996 compared to
18.0% for the comparable period in the prior year. The decrease in the gross
margin was due to the sale of discontinued and excess inventory, which
represented approximately 5% of net sales, at margins substantially below the
Company's normal gross margin and an increased percentage of sales of the
Company's rope chain which carries a lower gross margin than the Company's other
products.
Selling, general and administrative expenses for fiscal 1996 were approximately
$19,455,000, compared to $19,454,000 for the comparable period in the prior
year. As a percentage of net sales, these expenses increased to 13.4% in fiscal
1996 from 13.0% in the prior year. The increased percentage of selling expenses
is primarily attributed to advertising expenses that came from additional
support required by the Company's retail customers and the Company's effort to
increase its brand name recognition through advertising placed directly in a
consumer magazine.
Other income and expenses for fiscal 1996 were approximately $3,393,000, an
increase of $604,000 or 22% from $2,789,000 for the comparable period in the
prior year. Interest expense (including gold consignment fees) was approximately
$3,835,000, an increase of $579,000, or 18%, from $3,256,000 for the comparable
period in the prior year. This increase was primarily due to (i) higher
consignment rates, (ii) a higher average level of consigned inventory, and (iii)
loans placed in February and October 1995. The higher consignment rates had a
negative impact later in the fiscal year. The higher average level of consigned
inventory had a more significant impact in the beginning of the fiscal year. The
increase in gold consignment fees was partially offset by lower interest expense
due to principal payments in February and May 1995 on the Company's other
long-term debt and lower interest expense on the Company's short-term
borrowings.
The effective tax rates for fiscal 1996 and the comparable period in fiscal 1995
were 40% and 36.6%, respectively.
As a result of the above factors, the Company's net income for fiscal 1996 was
approximately $728,000 compared to $2,978,000 for the comparable period in the
prior year.
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15
TRANSITION PERIOD VS. SEVEN MONTHS ENDED JANUARY 29, 1994 (UNAUDITED)
Net sales for the Transition Period were approximately $93,321,000, an
increase of 8% from net sales of approximately $86,524,000 for the comparable
period in the prior year. The increase in net sales was primarily related to
increased shipments to the retail segment of the Company's customer base and
also to increased sales of the Company's rope chain product line.
Gross profit margin decreased to 17.7% of net sales for the Transition
Period, as compared to 21.1% for the comparable period in the prior year. The
decrease in gross margin was attributable to a change in the Company's product
mix and an average increase in the price of gold of approximately 2%.
Selling, general and administrative expenses for the Transition Period
were approximately $12,628,000, an increase of 13.9% from $11,086,000 for the
comparable period in the prior year. The increase is primarily attributed to
increased salaries, advertising, and retail displays and packaging supplies to
which the Company committed in anticipation of higher sales.
Interest expense (including gold consignment fees) for the Transition
Period was $2,030,000, an increase of $99,000, or 5%, from the prior comparable
period. The increase was attributable to the costs to finance the Company's
increased inventory position. Interest income decreased by $44,000 for the
Transition Period compared to the comparable period of the prior year. This was
due to lower amounts of funds available for short-term investments, which was a
result of higher accounts receivable levels and capital expenditures.
As a result of the above factors, the Company's net income for the
Transition Period was $1,224,000, as compared to $3,227,000 for the comparable
period of the prior year.
LIQUIDITY AND CAPITAL RESOURCES
The Company relies on a gold consignment program, short-term and
long-term borrowings and internally generated funds to finance its inventories
and accounts receivable. The Company fills most of its gold supply needs through
gold consignment arrangements with the Gold Lenders. Under the terms of those
arrangements, the Company is entitled to lease the lesser of (i) an aggregate of
250,000 ounces of fine gold or (ii) consigned gold with an aggregate value equal
to $105,164,000. The consigned gold is secured by certain property of the
Company including inventory and machinery and equipment. The Company pays the
Gold Lenders a consignment fee based on the dollar value of ounces of gold
outstanding under their respective agreements, which value is based on the daily
Second London Gold Fix. The Company believes that its financing rate under the
consignment arrangements is substantially similar to the financing rates charged
to gold consignees similarly situated to the Company. As of February 1, 1997,
the Company held 116,590 ounces of gold on consignment with a market value of
$40,282,000.
The consignment agreements contain certain restrictive covenants relating to
maximum usage, net worth, working capital and other financial ratios and each of
the agreements requires the Company to own a specific amount of gold at all
times. At February 1, 1997, the Company was in compliance with the covenants in
its consignment agreements and the Company's owned gold inventory was valued at
approximately $6,727,000. Management believes that the supply of gold available
through the Company's gold consignment arrangements, in conjunction with the
Company's owned gold, is sufficient to meet the Company's requirements.
The consignment agreements are terminable by the Company or the
respective Gold Lenders upon 30 days notice. If any Gold Lender were to
terminate its existing
-15-
16
gold consignment arrangement, the Company does not believe it would experience
an interruption of its gold supply that would materially adversely affect its
business. The Company believes that other consignors would be willing to enter
into similar arrangements if any Gold Lender terminates its relationship with
the Company.
As of February 1, 1997, two of the Company's Gold Lenders terminated
their respective gold consignment arrangements with the Company as a result of
their decisions to discontinue their involvement in the jewelry industry. The
Company also amended an existing agreement with a Gold Lender whereby the Gold
Lender increased its commitment to the Company. Based on the Company's
anticipated needs, these changes did not have any impact on the Company.
Consigned gold is not included in the Company's inventory, and there is
no related liability recorded. As a result of these consignment arrangements,
the Company is able to shift a substantial portion of the risk of market
fluctuations in the price of gold to the Gold Lenders, since the Company does
not purchase gold from the Gold Lenders until receipt of a purchase order from,
or shipment of jewelry to its customers. The Company then either locks in the
selling price of the jewelry to its customers concurrently with the required
purchase of gold from the Gold Lenders or hedges against changes in the price of
gold by entering into forward contracts or purchasing futures or options on
futures that are listed on the COMEX.
While the Company believes its supply of gold is relatively secure,
significant increases or rapid fluctuations in the cost of gold may result in
reduced demand for the Company's products. From July 1, 1994 until February 1,
1997, the closing price of gold according to the Second London Gold Fix ranged
from a low of $346 per ounce to a high of nearly $415 per ounce. There can be no
assurances that fluctuations in the precious metals markets and credit would not
result in an interruption of the Company's gold supply or the credit
arrangements necessary to allow the Company to support its accounts receivable
and continue the use of consigned gold.
In each of 1987 and 1992, the Company issued $10,000,000 principal
amount of senior secured notes with various insurance companies, which accrue
interest at 10.5% and 8.61% per annum, respectively. In February 1995, the
Company issued an additional $6,000,000 principal amount of senior secured notes
with various insurance companies, with interest as of February 1, 1997 at 7.00%
per annum. These notes are secured by the Company's accounts receivable,
machinery and equipment, inventory (secondary lien to the Gold Lenders) and
proceeds. In addition, the note purchase agreements contain certain restrictive
financial covenants and restrict the payment of dividends. At February 1, 1997,
the Company was in compliance with the covenants and $14,416,666 of principal
remained outstanding under the notes issued in 1987, 1992 and 1995.
On October 6, 1995, the Company obtained a loan from a bank in the
amount of $2,500,000. As collateral for the loan, the Company granted the bank a
first mortgage on the Company's corporate headquarters. The mortgage has a
ten-year term and interest on the mortgage will accrue at 8% per annum. In
addition, the mortgage contains certain restrictive financial covenants. At
February 1, 1997, the Company was in compliance with the covenants. As of
February 1, 1997, $2,384,000 of principal remained outstanding under the
mortgage.
The Company has a line of credit arrangement with a commercial bank
(the "Line of Credit"), under which the Company may borrow up to $15,000,000.
The Line of Credit is secured by certain assets of the Company, including
accounts receivable and inventory. As of February 1, 1997, there was no amount
outstanding under the Line of Credit. The Line of Credit has been renewed and
currently expires on July 31, 1997, subject to annual renewal. Management
believes that the Line of Credit will be renewed; however, if the current lender
decides not to renew the Line of Credit, the Company believes that other lenders
would be willing to enter into a similar arrangement.
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17
On November 5, 1993, the Company filed a registration statement with
the Securities and Exchange Commission for an offering of 2,000,000 shares of
Common Stock of the Company and certain stockholders. On December 20, 1993, the
Company sold 1,600,000 shares pursuant to the offering. On January 14, 1994, the
underwriters partially exercised an over-allotment option whereby the Company
sold an additional 7,600 shares. The net proceeds to the Company from the sale
of the Common Stock were approximately $11,679,000 after deducting underwriting
discounts, commissions, and expenses of the offering payable by the Company. The
proceeds to the Company from this offering were used for working capital and
general corporate purposes, including strategic acquisitions of other companies
engaged in the manufacture and distribution of jewelry.
During fiscal 1997, cash provided from operating activities was
$13,160,000. This was primarily attributable to a decrease in accounts
receivable of $8,763,000 and net income of $1,790,000 which included
depreciation and amortization of $3,749,000. The decrease in accounts receivable
is attributed to the Company's implementation of a more aggressive collection
policy.
Cash of $3,816,000 was utilized for investing purposes during fiscal
1997, primarily to purchase machinery and equipment of approximately $2,835,000
and for building and leasehold improvements of $981,000.
During fiscal 1997, cash utilized in financing activities totaled
$5,587,000. This was primarily attributed to payments of long term debt of
$4,776,000 and purchase of treasury stock of $811,000.
As part of its long-term strategic planning, the Company has decided to
pursue a plan to expand its manufacturing and distribution facilities and to
acquire certain properties it is currently leasing from MRC (the "Leased
Properties"). When the Company acquires such properties, the Company may incur
or assume additional long-term indebtedness in order to finance their purchase.
For fiscal 1998, the Company projects capital expenditures of
approximately $3,200,000, which includes certain improvements on its leased and
owned properties and the expenses related to the possible acquisition of the
Leased Properties. See ITEM 2. PROPERTIES" and ITEM 13. "CERTAIN RELATIONSHIPS
AND RELATED TRANSACTIONS".
Except with respect to financing for the possible acquisition of its
Leased Properties as discussed above, the Company believes that its long-term
debt and existing lines of credit provide sufficient funding for the Company's
operations. In the event that the Company requires additional financing during
fiscal 1998, it will be necessary to fund this requirement through expanded
credit facilities with its existing or other lenders. The Company believes that
such additional financing can be arranged.
NEW ACCOUNTING STANDARDS
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, "Earnings Per Share",
("SFAS 128"), which requires presentation of basic earnings per share which
includes no dilution. This statement shall be effective for both interim and
annual periods after December 15, 1997. The Company does not expect any
significant impact upon adoption of SFAS 128.
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18
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
See Item 14 and pages F1 through F26 and S1.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The information contained under the heading "Election of Directors" of
the Company's Proxy Statement for the 1997 Annual Meeting of Stockholders is
incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION.
The information contained under the heading "Executive Compensation" of
the Company's Proxy Statement for the 1997 Annual Meeting of Stockholders is
incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The information contained under the heading "Beneficial Ownership of
Common Stock" of the Company's Proxy Statement for the 1997 Annual Meeting of
Stockholders is incorporated by reference herein.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information contained under the heading "Certain Transactions" of
the Company's Proxy Statement for the 1997 Annual Meeting of Stockholders is
incorporated herein by reference. See also ITEM 2. "PROPERTIES".
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORT ON FORM 8K.
(a) The following documents are filed as a part of this Report:
PAGE
----
(1) Financial Statements:
Independent Auditors' Report F1
Consolidated Balance Sheets F2
Consolidated Statements of Operations F3
Consolidated Statements of Changes in Stockholders'
Equity F4
Consolidated Statements of Cash Flows F5
Notes to Consolidated Financial Statements F7
(2) Financial Statement Schedule:
Schedule II Valuation and Qualifying Accounts S1
All other schedules are omitted as the required information is
inapplicable or is presented in the consolidated financial statements or related
notes.
The financial statement schedule should be read in conjunction with the
financial statements in the 1997 Annual Report to Stockholders.
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19
(3) Exhibits:
Exhibit No. Description Page No.
- ----------- ----------- --------
3.1 Certificate of Incorporation of Incorporated by reference
Registrant, as amended to Exhibit 3.1 to
Amendment No. 2 to the
Company's Registration
Statement on Form S3 (File
No. 3371308)(the 1993
Registration Statement")
3.1.1 Certificate of Merger of Michael Incorporated by reference
Anthony Jewelers, Inc. (New York) and to Exhibit 3.1.1 of the
Michael Anthony Jewelers, Inc. Company's Annual Report on
(Delaware) Form 10K for the fiscal year
ended June 30, 1993 (the "1993
Form 10K")
3.2 Amended and Restated ByLaws of Registrant Incorporated by reference
to Exhibit 3.2 to the Company's
Quarterly Report on Form 10Q
for the quarter ended July 29,
1995
4.1 Form of Common Stock Certificate Incorporated by reference
to Exhibit 3.3 to the
Company's Registration
Statement on Form S1 (File
No. 338289) (the "1986
Registration Statement")
4.2 Form of Common Stock Purchase Warrant Certificate Incorporated by reference
to Exhibit 3.4 to the 1986
Registration Statement
10.1 1986 Incentive Stock Option Plan of Registrant Incorporated by reference
to Exhibit 10.14 to the
1986 Registration Statement
10.2 Note Purchase Agreement, dated as of December 15, Incorporated by reference
1987, between and among Registrant and to Exhibit 10.3 of the
Northwestern National Life Insurance Company, 1993 Form 10K
Northern Life Insurance Company and The North
Atlantic Life Insurance Company of America
10.3 Security Agreement, dated as of December 30,1987, Incorporated by reference
between and among Registrant and Northwestern to Exhibit 10.4 of the
National Life Insurance Company, Northern Life 1993 Form 10K
Insurance Company and The North Atlantic Life
Insurance Company of America
10.4 $5,000,000 Senior Note due 1998 of Registrant in Incorporated by reference
favor of Northwestern National Life Insurance to Exhibit 10.5 of the
Company 1993 Form 10K
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20
10.5 $4,000,000 Senior Note due 1998 of Registrant in Incorporated by reference
favor of Northern Life Insurance Company to Exhibit 10.6 of the
1993 Form 10K
10.6 $1,000,000 Senior Note due 1998 of Registrant in Incorporated by reference
favor of The North Atlantic Life Insurance Company to Exhibit 10.7 of the
1993 Form 10K
10.7 Note Purchase Agreement, dated as of June 5, Incorporated by reference
1992,among the Registrant and the holders of the to Exhibit 8 to the Company's
Registrant's Senior Notes due 2002(the "2002 Current Report on Form 8K
Notes") dated June 24, 1992 (the
"1992 Form 8K")
10.8 Security Agreement, dated as of June 5, 1992, among Incorporated by reference
the Registrant and the holders of the 2002 Notes to Exhibit 9 to the 1992
Form 8K
10.9 $3,500,000 Senior Note due 2002 of the Registrant Incorporated by reference
in favor of Northern Life Insurance Company to Exhibit 10 to the 1992
Form 8 K
10.10 $3,000,000 Senior Note due 2002 of the Registrant Incorporated by reference
in favor of Royal Maccabees Life Insurance Company to Exhibit 11 to the 1992
Form 8K
10.11 $1,000,000 Senior Note due 2002 of the Registrant Incorporated by reference
in favor of The North Atlantic Life Insurance to Exhibit 12 to the 1992
Company of America Form 8K
10.12 $1,000,000 Senior Note due 2002 of the Registrant Incorporated by reference
in favor of Farm Bureau Life Insurance Company of to Exhibit 13 to the 1992
Michigan Form 8K
10.13 $1,000,000 Senior Note due 2002 of the Registrant Incorporated by reference
in favor of FB Annuity Company to Exhibit 14 to the 1992
Form 8K
10.14 $500,000 Senior Note due 2002 of the Registrant in Incorporated by reference
favor of FB Annuity Company to Exhibit 15 to the 1992
Form 8K
10.15 1993 Long-term Incentive Plan of the Registrant Incorporated by reference
to Exhibit 19.01 to the
Company's Quarterly Report
on Form 10Q for the
Quarter ended March 31,
1993
10.16 1993 NonEmployee Directors' Stock Option Plan of Incorporated by reference
the Registrant to Exhibit 19.02 to the
Company's Quarterly Report
on Form 10Q for the
Quarter ended March 31,
1993
10.17 Consignment Agreement dated as of August 20, 1993 Incorporated by reference
between the Registrant and Fleet Precious Metals to Exhibit 10.40 of the
Inc. 1993 Form 10K
-20-
21
10.18 Security Agreement dated as of August 20, 1993 Incorporated by reference
among the Registrant and Fleet Precious Metals Inc. to Exhibit 10.39 of the
1993 Form 10K
10.19 Amended and Restated Consignment Agreement dated as Incorporated by reference
of August 20, 1993 between the Registrant and Rhode to Exhibit 10.41 of the
Island Hospital Trust National Bank 1993 Form 10K
10.20 Amended and Restated Consignment Agreement dated as Incorporated by reference
of August 20, 1993 between the Registrant and ABN to Exhibit 10.44 to the
AMRO Bank N.V., New York Branch 1993 Form 10-K
10.21 Amended and Restated Security Agreement dated as of Incorporated by reference
August 20, 1993 between the Registrant and Rhode to Exhibit 10.46 to the
Island Hospital Trust National Bank ("RIHT") 1993 Form 10K
10.22 Amended and Restated Intercreditor Agreement dated Incorporated by reference
as of August 20, 1993, among the Registrant, its to Exhibit 10.47 to the
gold lenders, the holders of the Registrant's 1993 Form 10K
Senior Notes due 1998 and the holders of the
Registrant's 2002 Notes
10.23 First Amendment to 1993 Long-term Incentive Plan of Incorporated by reference
the Registrant dated as of September 21, 1993 to Exhibit 10.48 to the
1993 Form 10K
10.24 Second Amendment to Assignment of Trademarks and Incorporated by reference
Service Marks as Collateral dated as of July to Exhibit 10.49 to the
12,1990 between the Registrant and RIHT, 1993 Form 10K
individually and as agent
10.25 Consignment Agreement dated as of January 31, 1994 Incorporated by reference
(effective as of May 16, 1994 between the to Exhibit 10.46 to the
Registrant and Credit Suisse, New York Branch Company's Annual report on
Form 10K for the fiscal
year ended June 30, 1994
(the "1994 Form 10K")
10.26 First Amendment to Amended and Restated Security Incorporated by reference
Agreement dated as of May 16, 1994 among the to Exhibit 10.47 to the
Registrant, RIHT, individually and as agent 1994 Form 10K
10.27 Second Amendment to Amended and Restated Incorporated by reference
Intercreditor Agreement dated as of May 16, 1994 to Exhibit 10.48 to the
among the Registrant, its gold lenders, the holders 1994 Form 10K
of the Registrant's Senior Notes due 1998 and the
holders of the Registrant's 2002 Notes
-21-
22
10.28 Third Amendment to Assignment of Trademarks and Incorporated by reference
Service Marks as Collateral dated as of May 16, to Exhibit 10.49 to the
1994 between the Registrant and RIHT individually 1994 Form 10K
and as agent
10.29 Second Amendment to Amended and Restated Security Incorporated by reference
Agreement dated as of September 1, 1994 among the to Exhibit 10.53 to the
Registrant, RIHT, individually and as agent 1994 Form 10K
10.30 Third Amendment to Amended and Restated Incorporated by reference
Intercreditor Agreement dated as of September 1, to Exhibit 10.54 to the
1994 among the Registrant, its gold lenders, the 1994 Form 10K
holders of the Registrant's Senior Notes due 1998,
the holders of the Registrant's 2002 Notes and
Chemical Bank
10.31 Fourth Amendment to Assignment of Trademarks and Incorporated by reference
Service Marks as collateral dated as of September to Exhibit 10.55 to the
1,1994 between the Registrant and RIHT, 1994 Form 10K
individually and as agent
10.32 Third Amendment to Amended and Restated Consignment Incorporated by reference
Agreement dated as of September 1, 1994 between the to Exhibit 10.56 to the
Registrant and RIHT 1994 Form 10K
10.33 Fourth Amendment to Amended and Restated Incorporated by reference
Consignment Agreement dated as of November 22, 1994 to Exhibit 10.51 to the
between the Registrant and RIHT Company's Transition
Report on Form 10K for
the transition period
ended January 28, 1995
(the "1995 Form 10K")
10.34 Contract of Sale dated as of November 28, 1994 Incorporated by reference
between Michael Anthony Company and the Registrant to Exhibit 10.52 to the
1995 Form 10K
10.35 Note Purchase Agreement dated as of February Incorporated by reference
15,1995, among the Registrant and the holders of to Exhibit 10.53 to the
the Registrant's Senior Notes due 2004 (the "2004 1995 Form 10K
Notes")
10.36 Security Agreement, dated as of February 15, 1995, Incorporated by reference
among the Registrant and the holders of the 2004 to Exhibit 10.54 to the
Notes 1995 Form 10K
10.37 $5,000,000 Senior Note due 2004 of the Registrant Incorporated by reference
in favor of Northern Life Insurance Company to Exhibit 10.55 to the
1995 Form 10
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23
10.38 $1,000,000 Senior Note due 2004 of the Registrant Incorporated by reference
in favor of Northwestern National Life Insurance to Exhibit 10.56 to the
Company 1995 Form 10K
10.39 Third Amendment to Amended and Restated Security Incorporated by reference
Agreement dated as of February 15, 1995 among the to Exhibit 10.57 to the
Registrant and its gold lenders 1995 Form 10K
10.40 Fourth Amendment to Amended and Restated Incorporated by reference
Intercreditor Agreement dated as of February to Exhibit 10.58 to the
15,1995 among the Registrant, its gold lenders, the 1995 Form 10K
holders of the Registrant's Senior Notes due 1998,
the holders of the Registrant's 2002 Notes, the
holders of the Registrant's 2004 Notes and Chemical
Bank
10.41 Fifth Amendment to Amended and Restated Consignment Incorporated by reference
Agreement dated as of February 15, 1995 between the to Exhibit 10.59 to the
Registrant and RIHT 1995 Form 10K
10.42 Amended Security Agreement dated as of March Incorporated by reference
29,1995 between the Registrant and Chemical Bank to Exhibit 10.61 to the
1995 Form 10K
10.43 Lease dated as of May 1, 1995 between the Incorporated by reference
Registrant and Michael Anthony Company to Exhibit 10 to the
Company's Quarterly Report
on Form 10Q for the
quarter ended April 29,
1995
10.44 Loan Agreement dated October 6, 1995 between First Incorporated by reference
Fidelity Bank, National Association ("First to Exhibit 10.1 to the
Fidelity") and Registrant Company's Quarterly Report
on Form 10Q for the
quarter ended October
28,1995 (the "October 1995
Form 10Q")
10.45 Mortgage Note in principal amount of $2,500,000 Incorporated by reference
dated October 6, 1995 issued by Registrant in favor to Exhibit 10.2 to the
of First Fidelity October 1995 Form 10Q
10.46 Mortgage and Security Agreement dated October Incorporated by reference
6,1995 by Registrant for the benefit of First to Exhibit 10.3 to the
Fidelity October 1995 Form 10Q
10.47 Fourth Amendment to Amended and Restated Security Incorporated by reference
Agreement dated October 20, 1995 among Registrant to Exhibit 10.5 to the
and Registrant's gold lenders. October 1995 Form 10Q
10.48 Fifth Amendment to Amended and Restated Security Incorporated by reference
Agreement dated October 20, 1995 among Registrant to Exhibit 10.6 to the
and Registrant's gold lenders. October 1995 Form 10Q
-23-
24
10.49 Fifth Amendment to Assignment of Trademarks and Incorporated by reference
Service Marks dated October 20, 1995 among to Exhibit 10.7 to the
Registrant and Registrant's gold lenders October 1995 Form 10Q
10.50 Seventh Amendment to Amended and Restated Incorporated by reference
Consignment Agreement dated October 20, 1995 to Exhibit 10.8 to the
between Registrant and Rhode Island Hospital Trust October 1995 Form 10Q
National Bank
10.51 Assignment of Trademarks and Service Marks as Incorporated by reference
Collateral, dated July 12, 1990, between Registrant to Exhibit 10.56 to the
and Rhode Island Hospital Trust National Bank, Company's Annual Report on
individually and as agent Form 10-K for the fiscal
year ended January 27,
1996 (the "1996 Form 10-K")
10.52 First Amendment to Assignment of Trademarks and Incorporated by reference
Service Marks as Collateral dated as of June to Exhibit 10.57 to the
5,1992, between Registrant and Rhode Island 1996 Form 10-K
Hospital Trust National Bank, individually and as
agent
10.53 Promissory Note of the Registrant dated February Incorporated by reference
1,1996 in favor of Chemical Bank to Exhibit 10.58 to the
1996 Form 10-K
10.54 Deferred Compensation Plan dated as of March 4, 1996 Incorporated by reference
to Exhibit 10.59 to the
1996 Form 10-K
10.55 Letter Agreement dated July 23, 1996 among the Incorporated by reference
Company and certain of the Senior Note Holders to Exhibit 10.2 to the
Company's Quarterly Report
on Form 10-Q for the quarter
ended July 27, 1996 (the
"July 1996 Form 10-Q")
10.56 Letter Agreement dated July 23, 1996 among the Incorporated by reference
Company and certain of the Senior Note Holders to Exhibit 10.3 to the
July 1996 Form 10-Q
10.57 Letter Agreement dated July 23, 1996 among the Incorporated by reference
Company and certain of the Senior Note Holders to Exhibit 10.4 to the
July 1996 Form 10-Q
10.58 Promissory Note dated July 31, 1996 issued by the Incorporated by reference
Company to The Chase Manhattan Bank to Exhibit 10.5 to the
July 1996 Form 10-Q
-24-
25
10.59 Amendment to the 1993 Long Term Incentive Plan Incorporated by reference
to Exhibit 10.1 to the
Company's Quarterly Report
on Form 10-Q for the
quarter ended October 26,
1996 (the "October 1996
Form 10-Q")
10.60 Amendment to the NonEmployees Directors' Plan Incorporated by reference
to Exhibit 10.2 to the
Company's October 1996
Form 10-Q
10.61 Lease dated as of May 1, 1991 between Michael Filed as an Exhibit to
Anthony Company d/b/a MacQuesten Realty Form 10-K on page 55
Company and Registrant
10.62 Lease dated as of May 1, 1991 between Michael Filed as an Exhibit to
Anthony Company d/b/a MacQuesten Realty Form 10-K on page 78
Company and Registrant
21 Subsidiaries of the Registrant Filed as an Exhibit to
this Form 10K on page 101
27 Financial Data Schedule Filed as an Exhibit to
this Form 10K on page 102
REPORT ON FORM 8K
(b) Not applicable
-25-
26
INDEPENDENT AUDITORS' REPORT
Board of Directors and Stockholders
Michael Anthony Jewelers, Inc.
Mount Vernon, New York
We have audited the accompanying consolidated balance sheets of Michael Anthony
Jewelers, Inc. and subsidiaries as of February 1, 1997 and January 27, 1996 and
the related consolidated statements of operations, changes in stockholders'
equity and cash flows for the years ended February 1, 1997 and January 27, 1996,
the seven-month period ended January 28, 1995, and the year ended June 30, 1994.
Our audits also included the financial statement schedule listed in the Index at
Item 14(a)(2). These consolidated financial statements and financial statement
schedule are the responsibility of the Company's management. Our responsibility
is to express an opinion on these consolidated financial statements and
financial statement schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Michael Anthony Jewelers, Inc. and
subsidiaries as of February 1, 1997 and January 27, 1996, and the results of
their operations and their cash flows for the years ended February 1, 1997 and
January 27, 1996, the seven-month period ended January 28, 1995 and the year
ended June 30, 1994, in conformity with generally accepted accounting
principles. Also, in our opinion, such financial statement schedule when
considered in relation to the basic consolidated financial statements taken as a
whole, presents fairly in all material respects the information set forth
therein.
DELOITTE & TOUCHE LLP
Parsippany, New Jersey
April 11, 1997
F-1
27
MICHAEL ANTHONY JEWELERS, INC
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
ASSETS February 1, January 27,
------ 1997 1996
---------- ---------
CURRENT ASSETS:
Cash and equivalents $ 10,430 $ 6,673
Accounts receivable:
Trade (less allowances of $1,404 and $1,575, respectively) 21,500 30,062
Other 91 47
Inventories 18,903 19,698
Prepaid expenses and other current assets 885 1,169
Deferred taxes 578 855
-------- --------
Total current assets 52,387 58,504
PROPERTY, PLANT AND EQUIPMENT - net 18,621 18,441
INTANGIBLES - net 916 998
OTHER ASSETS 825 703
-------- --------
$ 72,749 $ 78,646
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
CURRENT LIABILITIES:
Accounts payable - trade $ 3,141 $ 4,575
Current portion of long-term debt
and lease liability 3,402 3,272
Accrued expenses 3,217 3,980
Taxes payable 585 541
-------- --------
Total current liabilities 10,345 12,368
-------- --------
LONG-TERM DEBT 13,946 18,401
-------- --------
CAPITAL LEASE LIABILITY 348 791
-------- --------
DEFERRED TAXES 1,068 1,038
-------- --------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock - par value $1.00 per share;
1,000,000 shares authorized; none issued -- --
Common stock - par value $.001 per share;
20,000,000 shares authorized; 8,279,000 and
9,239,000 shares issued and outstanding as of
February 1, 1997, and January 27, 1996, respectively 8 9
Additional paid-in capital 31,732 35,170
Retained earnings 16,096 14,306
Treasury stock, 250,000 and 965,200 shares as of
February 1, 1997 and January 27, 1996,
respectively (794) (3,437)
-------- --------
Total stockholders' equity 47,042 46,048
-------- --------
$ 72,749 $ 78,646
======== ========
The accompanying notes are an integral part of these consolidated financial
statements.
F-2
28
MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
Year Ended Seven Months
------------------------ Ended Year Ended
February 1, January 27, January 28, June 30,
1997 1996 1995 1994
--------- --------- --------- ---------
NET SALES $ 150,629 $ 145,257 $ 93,321 $ 142,787
COST OF GOODS SOLD 124,041 121,195 76,782 114,151
--------- --------- --------- ---------
GROSS PROFIT ON SALES 26,588 24,062 16,539 28,636
SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES 21,372 19,455 12,628 17,887
--------- --------- --------- ---------
OPERATING INCOME 5,216 4,607 3,911 10,749
--------- --------- --------- ---------
OTHER INCOME (EXPENSES):
Gold consignment fee (1,457) (2,006) (1,031) (1,487)
Interest expense (1,698) (1,829) (999) (1,670)
Interest income 433 359 100 426
Other income 74 83 17 138
--------- --------- --------- ---------
Total other income (expenses) (2,648) (3,393) (1,913) (2,593)
--------- --------- --------- ---------
INCOME BEFORE INCOME TAXES 2,568 1,214 1,998 8,156
INCOME TAX PROVISION 778 486 774 3,176
--------- --------- --------- ---------
NET INCOME $ 1,790 $ 728 $ 1,224 $ 4,980
========= ========= ========= =========
EARNINGS PER SHARE $ .22 $ .09 $ .14 $ .63
========= ========= ========= =========
WEIGHTED AVERAGE NUMBER OF SHARES 8,241 8,475 8,749 7,945
========= ========= ========= =========
The accompanying notes are an integral part of these consolidated financial
statements.
F-3
29
MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(IN THOUSANDS)
Common Stock Additional Treasury Stock
-------------------- Paid-In Retained -------------------
Shares Dollars Capital Earnings Shares Dollars Total
------ ------- ------- -------- ------ ------- -----
Balance - June 30, 1993 7,500 8 22,859 7,374 (464) (1,839) 28,402
Exercise of stock
options (including
related income tax
benefit) 113 - 547 - - - 547
Public stock offering (net
of underwriters'
discounts and offering
costs of $1,182) 1,608 1 11,678 - - - 11,679
Net income - - - 4,980 - - 4,980
-------- -------- -------- -------- -------- -------- --------
Balance - June 30, 1994 9,221 9 35,084 12,354 (464) (1,839) 45,608
Exercise of stock
options (including
related income tax
benefit) 18 - 86 - - - 86
Purchase of treasury
stock - - - - (114) (473) (473)
Net income - - - 1,224 - - 1,224
-------- -------- -------- -------- -------- -------- --------
Balance - January 28,
1995 9,239 9 35,170 13,578 (578) (2,312) 46,445
Purchase of treasury stock - - - - (387) (1,125) (1,125)
Net income - - - 728 - - 728
-------- -------- -------- -------- -------- -------- --------
Balance - January 27, 1996 9,239 9 35,170 14,306 (965) (3,437) 46,048
Purchase of treasury stock - - - - (250) (811) (811)
Retirement of treasury
stock (965) (1) (3,453) - 965 3,454 -
Issuance of stock 5 - 15 - - - 15
Net income - - - 1,790 - - 1,790
-------- -------- -------- -------- -------- -------- --------
Balance - February 1, 1997 8,279 $ 8 $ 31,732 $ 16,096 (250) $ (794) $ 47,042
======== ======== ======== ======== ======== ======== ========
The accompanying notes are an integral part of these consolidated financial
statements.
F-4
30
MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
Year Ended Seven Months Year
---------------------- Ended Ended
February 1, January 27, January 28, June 30,
1997 1996 1995 1994
-------- -------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,790 $ 728 $ 1,224 $ 4,980
Adjustments to reconcile net income to net cash
provided by/(used in) operating activities:
Depreciation and amortization 3,749 4,009 1,948 2,802
Provision for accounts receivable 170 247 211 (70)
Provision for sales returns 261 200 369 (1,098)
Deferred tax benefit 307 (160) (70) (41)
Loss on disposal of property, plant
and equipment 19 48 - -
Provision for stock compensation 15 - - -
(Increase)/decrease in operating assets:
Accounts receivable 8,087 (3,735) (1,606) (11,480)
Inventories 795 452 (159) (3,576)
Prepaid expenses and other current assets 284 (593) 422 (164)
Other assets (164) (833) (451) (74)
Increase/(decrease) in operating liabilities:
Accounts payable (1,434) (414) (48) 696
Accrued expenses (763) 725 656 219
Taxes payable 44 147 42 311
-------- -------- -------- --------
Net cash used in operating activities 13,160 821 2,538 (7,495)
-------- -------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment (3,816) (4,616) (5,675) (3,046)
Purchase of marketable securities - - - (3,870)
Sale of marketable securities - - 1,869 5,124
-------- -------- -------- --------
Net cash (used in)/provided by
investing activities (3,816) (4,616) (3,806) (1,792)
-------- -------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments of long-term debt
and capital lease liabilities (4,776) (2,722) (171) (2,613)
Proceeds from line of credit 6,600 9,400 14,500 4,000
Payments to line of credit (6,600) (9,400) (14,500) (4,000)
Purchase of treasury stock (811) (1,125) (125) -
Proceeds from mortgage - 2,500 - -
Borrowings of long-term debt - 6,000 - -
Proceeds from stock issuance
including related income tax benefit - - 86 547
Proceeds from public offering - - - 11,679
-------- -------- -------- --------
Net cash provided by/(used in)
financing activities (5,587) 4,653 (210) 9,613
-------- -------- -------- --------
NET INCREASE/(DECREASE) IN CASH 3,757 858 (1,478) 326
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 6,673 5,815 7,293 6,967
-------- -------- -------- --------
CASH AND EQUIVALENTS AT END OF PERIOD $ 10,430 $ 6,673 $ 5,815 $ 7,293
======== ======== ======== ========
The accompanying notes are an integral part of these consolidated financial
statements.
F-5
31
MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
Year Ended Seven Months Year
-------------------- Ended Ended
February 1, January 27, January 28, June 30,
1997 1996 1995 1994
-------- -------- -------- ------
SUPPLEMENTAL SCHEDULE OF NON-CASH
INVESTING ACTIVITIES:
Liability incurred for acquisition of
equipment $ - $ 200 $ 307 $ -
Capital lease obligations $ 8 $ 524 $ - $ -
SUPPLEMENTAL SCHEDULE OF NON-CASH
FINANCING ACTIVITIES:
Purchase of treasury stock $ 250 $ 387 $ 114 $ -
Deferred compensation forfeited $ - $ - $ - $ -
Cancellation of common stock $ - $ - $ - $ -
SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION:
Cash paid during the year for:
Interest and gold consignment fees $3,451 $3,701 $1,929 $3,101
Income taxes $ 425 $ 475 $ 789 $2,790
The accompanying notes are an integral part of these consolidated financial
statements.
F-6
32
MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
-------------------------------------------------------------------
Nature of Operations
--------------------
Michael Anthony Jewelers, Inc. ("the Company"), is a leading designer,
marketer and manufacturer of affordable fine jewelry whose customers include
jewelry chain stores, discount stores, department stores, television home
shopping networks, catalogue retailers, and wholesalers.
Basis of Consolidation
----------------------
The accompanying consolidated financial statements include the accounts of
Michael Anthony Jewelers, Inc. and its subsidiaries, all of which are
wholly-owned. All intercompany balances and transactions have been
eliminated.
The Company changed its fiscal year end from June to January, effective for
the seven months ended January 28, 1995 (the "Transition Period").
Selected Financial Data for the Twelve Months Ended January 28, 1995:
---------------------------------------------------------------------
The following sets forth unaudited financial data for the twelve months
ended January 28, 1995, the comparable prior year to the year ended January
27, 1996 (in thousands):
Net sales $149,583
Operating income 7,484
Income before income taxes 4,695
Provision for income taxes 1,717
Net income 2,978
Inventories and Cost of Goods Sold
----------------------------------
Inventories are valued at lower of cost (first-in first-out method) or
market.
The Company satisfies a majority of its gold supply needs through gold
consignment agreements with financial institutions that lease gold to the
Company ("gold lenders"), whereby the gold lenders have agreed to consign
fine gold to the Company (see Note 4). In accordance with the terms of the
agreements, the Company has the option of repaying the gold lenders in an
equivalent number of ounces of fine gold or cash based upon the then quoted
market price of gold.
The principal component of cost of goods sold is the cost of the gold
bullion and other raw materials used in the production of the Company's
jewelry. Other components of cost of goods sold include direct costs
incurred by the Company in its manufacturing operations, depreciation,
freight and insurance.
F-7
33
MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
-------------------------------------------------------------------
(Continued)
Property, Plant and Equipment
-----------------------------
Property, plant and equipment are carried at cost. Depreciation is computed
using the straight-line method over the estimated useful lives of the
assets, five to fifteen years for machinery and equipment and thirty years
for its building. Leasehold improvements are amortized over the lesser of
the estimated life of the asset or the lease.
Intangibles
-----------
Intangible assets (net of accumulated amortization of $1,209,000 and
$1,002,000 as of February 1, 1997 and January 27, 1996, respectively)
consist of patents which are amortized on a straight-line basis over the
lives of the patents, approximately 14 years, a covenant-not-to-compete
which is amortized on a straight-line basis over the life of the covenant of
five years, and a trademark which will be amortized on a straight-line basis
of approximately 17 years.
Revenue Recognition
-------------------
Revenue from sales to customers (other than consignment) is recognized at
the time the merchandise is shipped. Merchandise sold under consignment
arrangements between the Company and certain customers is not recognized as
revenue by the Company until the products are sold by the consignee. In
certain cases, the Company accepts payment for merchandise in either cash or
gold. Additionally, the Company enters into arrangements for certain
customers of its rope chain and tubing products whereby the gold value of
the finished product is transferred in the form of fine gold ounces from the
customer to the Company. The value of the finished product that exceeds the
gold content value is recovered as revenue and the related cost to
manufacture is recorded as an expense ("tolling arrangements").
Allowance for Sales Returns
---------------------------
The Company reduces gross sales by the amount of discounts and returns to
determine net sales. Each month, the Company estimates a reserve for returns
based on historical experience and the amount of gross sales. The reserve is
adjusted periodically to reflect the Company's actual return experience.
Catalog Costs
-------------
Catalog costs are charged to expense as incurred, the only exception being
major catalog revisions. Costs capitalized are amortized over the units
shipped, up to a maximum of two years. At February 1, 1997 and January 27,
1996, in connection with two significant catalog revisions, approximately
$124,000 and $250,000, respectively, had been capitalized. Included in the
statements of operations for the years ended February 1, 1997 and January
27, 1996 is amortization expense of $230,000 and $82,000, respectively,
F-8
34
MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
-------------------------------------------------------------------
(Continued)
Catalog Costs (continued)
-------------
related to a 1996 catalog revision. Additionally, included in the statements
of operations for the transition period and the year ended June 30, 1994 is
amortization expense of $90,000 and $257,000, respectively, related to a
1993 catalog revision.
Cash Equivalents
----------------
Highly liquid investments with maturities of three months or less at the
date of acquisition are classified as cash equivalents.
Financial Instruments
---------------------
The Company utilizes derivative financial instruments, including commodity
futures, forwards and options on futures, to limit its exposure to
fluctuations in the price of gold. The Company does not hold or issue such
instruments for trading purposes. Gains and losses on all instruments are
included in the determination of income currently as a component of cost of
goods sold. There were no significant derivative financial instruments
outstanding at February 1, 1997 or January 27, 1996. The company's exposure
to market risk related to the derivative financial instruments is limited to
fluctuations in the price of gold. The Company is also exposed to credit
loss in the event of nonperformance by the counterparties to the
instruments; however, the risk of credit loss is not significant.
Earnings Per Share
------------------
Earnings per share for all periods presented were computed on a primary
basis using the weighted average number of common shares outstanding.
Options and warrants outstanding were not materially dilutive.
In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128, "Earnings Per Share", ("SFAS
128"), which requires presentation of basic earnings per share which
includes no dilution. This statement shall be effective for both interim and
annual periods after December 15, 1997. The Company does not expect any
significant impact upon adoption of SFAS 128.
Use of Estimates
----------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the
F-9
35
MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
-------------------------------------------------------------------
(Continued)
Use of Estimates (Continued)
----------------
reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Fiscal Year End
---------------
The Company's fiscal year end is the Saturday closest to the end of January,
effective with the fiscal year ended February 1, 1997. The financial
statements for the fiscal years ended February 1, 1997, and January 27, 1996
were comprised of 53 and 52 weeks, respectively.
Long-Lived Assets
-----------------
The Company adopted Statement of Financial Accounting Standards No. 121
("SFAS 121"), "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets To Be Disposed Of." This standard requires that long-lived
assets and certain identifiable intangibles held and used by an entity be
reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. The adoption of
SFAS 121 did not have a material impact on the Company's financial position
of operations.
Reclassifications
-----------------
Certain reclassifications were made to the prior year's financial statements
to conform to the current year's presentation.
2. INVENTORIES
-----------
Inventories consist of:
February 1, January 27,
1997 1996
------- -------
(In thousands)
Finished goods $37,020 $56,621
Work in process 14,597 15,240
Raw materials 7,568 8,537
------- -------
59,185 80,398
Less:
Consigned gold 40,282 60,700
------- -------
$18,903 $19,698
======= =======
At February 1, 1997 and January 27, 1996 inventories excluded approximately
116,590 and 149,300 ounces of gold on consignment, respectively.
F-10
36
MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consist of the following:
February 1, January 27,
1997 1996
----------- ----------
(In thousands)
Machinery and equipment $30,257 $27,434
Leasehold improvements 2,318 3,781
Building 5,156 2,711
Land 1,070 1,070
------- -------
38,801 34,996
Less: Accumulated depreciation
and amortization 20,180 16,555
------- -------
$18,621 $18,441
======= =======
4. GOLD CONSIGNMENT AGREEMENTS
---------------------------
The Company has gold consignment agreements with gold lenders. During the
year ended February 1, 1997, the Company received notice from two existing
Gold Lenders that they both plan to discontinue their involvement in the
jewelry lending business and will be terminating their respective
consignment agreements with the Company in February 1997. The Company also
amended an existing agreement with a Gold Lender whereby the Gold Lender
increased its commitment to the Company. Under the terms of the agreements,
the Company is entitled to lease the lesser of an aggregate amount of
250,000 ounces, or an aggregate consigned gold value not to exceed
$106,695,000. The consigned gold is secured by certain property of the
Company including its inventory and equipment. Title to such consigned gold
remains with the gold lenders until the Company purchases the gold. However,
during the period of consignment, the entire risk of physical loss, damage
or destruction of the gold is borne by the Company. The purchase price per
ounce is based on the daily Second London Gold Fix. The Company pays the
gold consignors a consignment fee based on the dollar value of gold ounces
outstanding, as defined in the agreements.
The consignment agreements are terminable by the Company or the respective
gold lenders upon 30 days notice. If any gold lender were to terminate its
existing gold consignment agreement, the Company does not believe it would
experience an interruption of its gold supply that would materially
adversely affect its business. The Company believes that other consignors
would be willing to enter into similar arrangements if any gold lender
terminates its relationship with the Company.
F-11
37
MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
4. GOLD CONSIGNMENT AGREEMENTS (Continued)
---------------------------
The consignment agreements contain certain restrictive covenants relating to
maximum usage, net worth, working capital, and other financial ratios and each
of the agreements require the Company to own a specific amount of gold at all
times. As of February 1, 1997, the Company was in compliance with these
covenants and the Company's owned gold inventory was valued at approximately
$6,727,000.
5. ACCRUED EXPENSES
----------------
Accrued expenses consist of the following:
February 1, January 27,
1997 1996
-------- -------
(In thousands)
Accrued advertising $1,493 $2,321
Accrued payroll expenses 515 654
Accrued interest 347 643
Customer deposits payable 130 86
Other accrued expenses 732 276
------ ------
$3,217 $3,980
====== ======
F-12
38
MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
6. LONG-TERM DEBT
--------------
Long-term debt consists of the following:
February 1, January 27,
1997 1996
-------- -------
(In thousands)
Notes payable - insurance companies, interest at 10.5% payable quarterly,
principal of $1,750,000 payable on
January 31, 1998 $ 1,750 $ 4,750
Notes payable - insurance companies, interest at 8.61% payable
semi-annually, principal payable in annual
installments of $1,111,000 through May 15, 2002 6,667 7,778
Notes payable - insurance companies, interest at 1.5% above the London
Interbank Offered Rate, adjusted and payable quarterly (7.00% as of February
1, 1997), principal payable in annual installments of $1,000,000
commencing May 1999 through May 15, 2004 6,000 6,000
Mortgage payable - interest at 8%, interest and principal of $24,000 payable
monthly over a ten-year term through
October 2005 2,384 2,478
Promissory notes - interest at 6% payable annually,
principal of $100,000 payable in February 1998 100 200
------- -------
16,901 21,206
Less: current portion 2,955 2,805
------- -------
$13,946 $18,401
======= =======
The notes payable are secured by the Company's accounts receivable,
machinery and equipment, inventory (secondary lien to the gold lenders) and
proceeds. The mortgage payable is secured by the Company's corporate
headquarters building and land, having a net book value of approximately
$5,041,000 at February 1, 1997, and certain equipment therein.
The note purchase agreements contain certain restrictive financial covenants
and limit the payment of dividends. Although the Company does not expect to
pay dividends in the near future, approximately $4,323,000 would have been
available for payment at February 1, 1997. Additionally, the mortgage
agreement contains certain restrictive financial covenants. At February 1,
1997 the Company was in compliance with the covenants under the note
agreements and mortgage agreement.
F-13
39
MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
6. LONG-TERM DEBT (Continued)
--------------
Maturities of long-term debt as of February 1, 1997 are as follows (in
thousands):
Year Ending February
--------------------
1998 $ 2,955
1999 1,315
2000 2,230
2001 2,240
2002 2,251
Thereafter 5,910
-------
$16,901
=======
7. LINE OF CREDIT
--------------
At February 1, 1997, the Company had a $15,000,000 line of credit agreement
with no borrowings outstanding. The line of credit is secured by certain
assets of the Company, including accounts receivable and inventory. At the
Company's option, the interest rate on borrowings under the facility is
based on prime, LIBOR or Money Market rates. The line of credit expires on
July 31, 1997, subject to annual renewal. Management believes that the line
of credit will be renewed; however, if the current lender decides not to
renew the line, the Company believes that other lenders would be willing to
enter into a similar arrangement.
8. FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amounts and fair values of the Company's financial instruments
are as follows:
February 1, 1997 January 27, 1996
---------------- ----------------
Carrying Fair Carrying Fair
Value Value Value Value
-------- ------- -------- -------
(In thousands)
Notes with insurance companies:
10.5% notes payable $1,750 $1,760 $4,750 $4,887
8.61% notes payable 6,667 6,185 7,778 7,909
1995 notes payable 6,000 6,000 6,000 6,000
Mortgage payable $2,384 $2,384 $2,478 $2,478
Promissory notes $100 $100 $200 $200
The fair values of the 10.5% and 8.61% notes payable were based on current
rates available to the Company for debt with similar remaining maturities.
The fair values of the 1995 notes payable, the
F-14
40
MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
8. FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)
-----------------------------------
mortgage payable and the promissory notes were assumed to reasonably
approximate their carrying amounts since they contain variable interest
rates or have short maturities.
The Company believes the carrying amount of the following financial
instruments is equal to their fair value, due to their short period of
maturity: accounts receivable, accounts payable and accrued expenses. The
Second London Gold Fix is used daily to value the ounces of gold and as such
the carrying value of inventory approximates fair value.
9. INCOME TAXES
------------
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial
purposes and for income tax purposes.
Income tax provision consists of the following:
Year Ended, Transition Period
------------------------- Ended Year Ended
February 1, January 27, January 28, June 30,
1997 1996 1995 1994
------- ------- ------- --------
(In thousands)
Current:
Federal $398 $565 $676 $2,532
State and local 73 81 168 685
---- ------ ----- ------
471 646 844 3,217
Deferred income tax 307 (160) (70) (41)
---- ------ ----- ------
Total $778 $ 486 $ 774 $3,176
==== ====== ===== ======
F-15
41
MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
9. INCOME TAXES (Continued)
------------
The following is a reconciliation of the federal statutory rate to the
effective tax rate:
Transition Period
Year Ended Ended Year Ended
February 1, January 27, January 28, June 30,
1997 1996 1995 1994
-------- --------- -------- --------
(In thousands)
Statutory tax rate 34.0% 34.0% 34.0% 34.0%
State and local taxes,
net of federal benefit 3.0 5.0 5.5 5.5
Reversal of prior year accruals (7.3) - - -
Other .6 1.0 (0.8) (0.6)
---- ---- ---- ----
30.3% 40.0% 38.7% 38.9%
==== ==== ==== ====
The tax effects of significant items comprising the Company's deferred tax
liabilities and assets are as follows (in thousands):
February 1, January 27,
1997 1996
------ ------
Non-current deferred tax liability:
Difference between book and tax
depreciation methods $1,068 $1,038
------ ------
Current deferred tax assets:
Reserves for sales returns and
doubtful accounts 520 608
Inventory reserve 50 181
Other 8 66
------ ----
578 855
---- -----
Net deferred tax liabilities $490 $183
==== ====
F-16
42
MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
10. RELATED PARTY TRANSACTIONS
--------------------------
In May 1991, the Company entered into two lease agreements with MacQuesten
Realty Company ("MRC"), a partnership consisting of certain stockholders of
the Company. Pursuant to the agreements, the Company agreed to rent the
manufacturing and distributing facilities from MRC for a period of ten
years, at an average annual rental of $478,000, plus real estate taxes and
other occupancy costs.
On December 1, 1994, under the terms of a Contract of Sale dated November
28, 1994, the Company acquired its corporate headquarters premises from MRC
for $2,490,000. The Company funded the acquisition with cash from its
operations and subsequently financed the purchase with a mortgage loan from
a bank.
In May 1995, the Company entered into another lease agreement with MRC.
Pursuant to the agreement, the Company agreed to rent a manufacturing
facility from MRC for a period of six years, at an average annual rental of
$128,000, plus real estate taxes and other occupancy costs.
11. LEASES AND COMMITMENTS
----------------------
(a) Leases
The Company conducts its operations from leased manufacturing and
distribution facilities. In addition to rent, the Company pays property
taxes, insurance and certain other expenses relating to leased facilities
and equipment. The Company also leases machinery and equipment.
The following is a schedule of net minimum lease payments owed under capital
and operating leases as of February 1, 1997:
Year Ending Capital Operating
February Leases Leases
-------- ------ ------
(In thousands)
1998 $493 $632
1999 240 642
2000 111 673
2001 9 505
------- ------
Minimum lease payments: 853 $2,452
======
Less: Interest 58
------
Present value of net
minimum lease payments 795
Less: current portion 447
------
$348
====
F-17
43
MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
11. LEASES AND COMMITMENTS (Continued)
----------------------
The majority of the payments set forth above for operating leases are to
MacQuesten Realty Company.
The interest rates applicable to the capital leases range from 4.84% -
8.18%. Included in property, plant and equipment as of February 1, 1997, are
capitalized assets with a carrying value of $581,000. Total capitalized
lease depreciation expense was $261,000, $246,000, $126,000 and $263,000 for
the years ended February 1, 1997, January 27, 1996, the Transition Period
and for the year ended June 30, 1994, respectively.
Rent expense for the years ended February 1, 1997, January 27, 1996, the
Transition Period and for the year ended June 30, 1994, respectively,
amounted to $624,000, $563,000, $420,000 and $876,000, respectively,
principally for manufacturing and distribution facilities.
(b) The Company's product line includes licensed goods manufactured pursuant
to two or three year agreements with licensors. Royalty fees range from 6%
to 12% of net sales of these products, or a minimum guarantee, whichever is
greater. The Company records the related expense over the units sold.
As of February 1, 1997, the future guaranteed royalty commitments are as
follows:
Guaranteed
Year Ending Royalty
January Commitments
------- -----------
(In thousands)
1998 $545
1999 140
2000 35
----
$720
====
12. STOCK PLANS
-----------
The Company has elected to continue to account for employees stock-based
transactions under Accounting Principles Board No. 25, "Accounting for Stock
Issued to Employees". Since the exercise price of all stock options granted
under the stock plans were equal to the price of the stock at the date of
grant, no compensation has been recognized by the Company.
Under the Company's stock option agreements, had the compensation expense
been determined based upon the fair value at the grant date consistent with
the methodology prescribed under SFAS No. 123, "Accounting for Stock Based
Compensation," the Company's pro forma, net income and earnings per share
would have been net income of $1,712,000 and $.21 earnings per share for the
year ended
F-18
44
MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
12. STOCK PLANS (Continued)
-----------
February 1, 1997 and net income of $692,000 and $.08 earnings per share for
the year ended January 27, 1996. The weighted average per share fair value
of the option granted during the years ended February 1, 1997 and 1997 and
January 27, 1996 was estimated as $.89 and $.84, respectively, on the date
of grant using the Black-Scholes option-pricing model with the following
weighted average assumptions:
February 1, January 27
1997 1996
----------- ----------
Expected life (years) 2 2
Risk-free interest rates 6.2% 5.9%
Expected volatility 66.0% 75.0%
Expected dividend yield - -
The pro forma effect on net income and earnings per share for the years
ended February 1, 1997 and January 27, 1996 may not be representative of the
pro forma effect in future years because it includes compensation cost on a
straight-line basis over the vesting periods of the grants and does not take
into consideration the pro forma compensation costs for grants made prior to
1996.
INCENTIVE STOCK OPTION PLANS
(1) During July 1986, the Company adopted the 1986 Incentive Stock Option
Plan. The Plan, as amended, permits the granting of incentive stock options
and non-qualified stock options to employees for the purchase of up to an
aggregate of 500,000 shares of common stock. The option term is for a period
not to exceed ten years from the date of grant. At February 1, 1997, all
shares reserved under the plan had been granted.
F-19
45
MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
12. STOCK PLANS (Continued)
-----------
The changes in the number of shares under option and the weighted average
option price per share are as follows:
1986 Incentive Stock Option Plan
--------------------------------
Outstanding and exercisable, June 30, 1993 200,433 $ 3.65
Lapsed (2,800) $3.50
Exercised (103,133) $3.58
--------
Outstanding and exercisable, June 30, 1994 94,500 $3.73
Exercised (3,000) $3.63
--------
Outstanding and exercisable, January 28, 1995 91,500 $3.74
Lapsed (37,000) $3.91
--------
Outstanding and exercisable, January 27, 1996 54,500 $3.63
Lapsed (1,000) $3.63
--------
Outstanding and exercisable, at a range of
$3.50 - $4.00, at February 1, 1997 53,500 $3.63
========
(2) During the year ended June 30, 1994, the Company adopted the 1993
Long-Term Incentive Plan and the 1993 Non-Employee Directors' Stock Option
Plan. The Plans permit the granting of incentive stock options and
non-qualified stock options to employees and non-employee directors for 0the
purchase of up to an aggregate of 1,000,000 and 250,000 shares of common
stock, respectively. The option term is for a period not to exceed five
years from the date of grant.
F-20
46
MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
12. STOCK PLANS (Continued)
-----------
Long-Term Incentive Plan
------------------------
Outstanding at June 30, 1993 - $ -
Granted 242,500 $4.76
-------
Outstanding at June 30, 1994 242,500 $4.76
Granted 93,000 $5.88
Exercised (15,000) $4.13
-------
Outstanding at January 28, 1995 320,500 $5.12
Lapsed (27,000) $5.52
Granted 371,400 $3.00
-------
Outstanding at January 27, 1996 664,900 $3.92
Lapsed (11,400) $3.88
Granted 15,000 $3.31
-------
Outstanding at February 1, 1997 668,500 $3.91
=======
Options exercisable at February 1, 1997 were for 380,161 shares of common
stock at a price between $4.125 - $7.75 a share. At February 1, 1997, shares
for future option grants totalling 316,500 were available under the plan.
F-21
47
MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
12. STOCK PLANS (Continued)
Non-Employee Directors' Stock Option Plan
-----------------------------------------
Outstanding at June 30, 1993 - $ -
Granted 30,000 $5.59
------
Outstanding at June 30, 1994 30,000 $5.59
Granted 10,000 $6.63
------
Outstanding at January 28, 1995 40,000 $5.85
Lapsed (10,000) $7.31
Granted 15,000 $3.02
------
Outstanding at January 27, 1996 45,000 $4.58
Lapsed (10,000) $7.31
Granted 10,000 $3.03
------
Outstanding at February 1, 1997 45,000 $3.63
======
Options exercisable at February 1, 1997 were for 23,331 shares of common
stock at a price between $2.625 - $5.00 a share. At February 1, 1997, shares
for future option grants totalling 205,000 were available under this plan.
F-22
48
MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
12. STOCK PLANS (Continued)
-----------
WARRANTS
(3) The Company has granted common stock purchase warrants.
The changes in the number of shares under the stock purchase warrants
and the weighted average option price are as follows:
Outstanding and exercisable, June 30, 1993 98,500 $4.16
Granted 19,000 $6.08
Exercised (10,000) $4.75
------
Outstanding and exercisable, June 30, 1994 107,500 $4.54
Granted 15,000 $6.25
------
Outstanding and exercisable, January 28, 1995 122,500 $4.75
Lapsed (52,500) $4.21
------
Outstanding and exercisable, January 27, 1996 70,000 $5.15
Lapsed (45,000) $4.75
------
Outstanding and exercisable, at a range
of $3.25 - $7.50, at February 1, 1997 25,000 $5.82
======
13. RETIREMENT PLAN
---------------
Effective January 1, 1992, the Company established a 401(k) Profit
Sharing Plan and Trust for all eligible employees. Under the terms of
the plan the employee may contribute 1% to 20% of compensation. There
is a partial employer matching contribution. Included in the statement
of operations for the fiscal year ended February 1, 1997 is $34,000 of
expense for the employer portion of the contribution. There was no
employer contributions for the year ended January 27, 1996, the
transition period and the year ended June 30, 1994.
F-23
49
MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
14. SIGNIFICANT CUSTOMERS
---------------------
Sales to the Company's two largest customers aggregated approximately
25%, 29%, 24% and 25% of net sales for the years ended February 1, 1997,
January 27, 1996, the Transition Period and for the year ended June 30,
1994, respectively.
15. PUBLIC STOCK OFFERING
---------------------
On December 20, 1993, the Company sold 1.6 million shares pursuant to an
offering. On January 14, 1994, the underwriters partially exercised the
over-allotment option, whereby the Company sold 7,600 shares. The
remaining over-allotment option lapsed on January 20, 1994. The net
proceeds from the offering of approximately $11,679,000 (net of
underwriters' discounts and commission and expenses of approximately
$1,182,000) were used for working capital and for general corporate
purposes which included strategic acquisitions of other companies
engaged in the manufacture and distribution of jewelry.
16. STOCK REPURCHASE PROGRAM
------------------------
In May 1994, the Company announced a Common Stock repurchase program
(the "1994 Stock Repurchase Program"), pursuant to which the Company
could repurchase up to 500,000 shares of Common Stock. During the
Transition Period ended January 28, 1995 and the year ended January 27,
1996, the Company had repurchased 114,100 and 327,500 shares,
respectively, on the open market under the 1994 Stock Repurchase Program
for approximately $473,000 and $966,000, respectively. The Company will
not reissue these shares to the public. In November 1995, the Company
discontinued its 1994 Stock Repurchase Program.
In December 1995, the Company announced a Common Stock Repurchase
Program, (the "1995 Stock Repurchase Program"), pursuant to which the
Company may repurchase up to 750,000 shares of Common Stock. During the
years ended February 1, 1997 and January 27, 1996, the Company had
repurchased a total of 250,000 and 60,000 shares, respectively, on the
open market under the 1995 Stock Repurchase Program for an aggregate
price of approximately $811,000 and $159,000, respectively. Effective
May 24, 1996, the Board of Directors authorized the Company to retire
965,200 shares of Common Stock, previously held as Treasury Stock. As of
April 9, 1997, the Company had repurchased an additional 257,400 shares
on the open market for an aggregate price of approximately $812,000.
17. LEGAL PROCEEDINGS
-----------------
The Company is involved in various legal claims and disputes, none of
which is considered material and all of which, for the most part, are
normal to the Company's business. In the opinion of management, the
amount of losses that might be sustained, if any, from such claims and
disputes would not have a material effect on the Company's financial
statements.
F-24
50
MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
18. EQUITY
------
On June 28, 1996, the Company issued 4,614 shares of Common Stock to the
Company's three outside directors. Included in the statement of
operations is approximately $15,000 of expense related to Common Stock
which was priced at the fair market value on the date of issuance.
F-25
51
MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
19. Summary of Quarterly Results (Unaudited)
YEAR ENDED FEBRUARY 1, 1997 YEAR ENDED JANUARY 27, 1996
-------------------------------------------- --------------------------------------------
QUARTER ENDED QUARTER ENDED
-------------------------------------------- --------------------------------------------
(In thousands, except
per share amounts)
Apr. 27, Jul. 27, Oct. 26, Feb. 1, April 29, July 29, Oct. 28, Jan. 27,
1996 1996 1996 1997 1995 1995 1995 1996
-------- -------- -------- -------- -------- -------- -------- --------
Net sales (A) 29,203 27,706 48,772 44,948 27,260 24,902 47,037 46,058
Cost of goods sold 24,250 23,641 39,800 36,350 22,048 21,628 38,789 38,730
-------- -------- -------- -------- -------- -------- -------- --------
Gross profit 4,953 4,065 8,972 8,598 5,212 3,274 8,248 7,328
Selling, general
& administrative
expenses 4,335 4,482 6,019 6,536 4,493 4,137 5,431 5,394
-------- -------- -------- -------- -------- -------- -------- --------
Operating income /(loss) 618 (417) 2,953 2,062 719 (863) 2,817 1,934
Other income
(expense):
Gold consignment fees (351) (312) (349) (445) (414) (448) (485) (659)
Interest expense (429) (410) (426) (433) (456) (451) (428) (494)
Interest income 160 125 94 54 124 135 55 45
Other - net 14 6 34 20 5 75 8 (5)
-------- -------- -------- -------- -------- -------- -------- --------
Total other (606) (591) (647) (804) (741) (689) (850) (1,113)
income (expense)
Income (loss) from
operations before
income taxes 12 (1,008) 2,306 1,258 (22) (1,552) 1,967 821
Income taxes/(benefit) (4) (383) 878 279 (9) (621) 776 340
-------- -------- -------- -------- -------- -------- -------- --------
Net income/(loss) $ 8 $ (625) $ 1,428 $ 979 $ (13) $ (931) $ 1,191 $ 481
======== ======== ======== ======== ======== ======== ======== ========
Earnings/(loss)
per share(B) $ 0.00 $ (0.08) $ 0.17 $ 0.12 $ 0.00 $ (0.11) $ 0.14 $ 0.06
======== ======== ======== ======== ======== ======== ======== ========
(A) The Company's net sales for the third and fourth quarters are subject to
seasonal fluctuation. This fluctuation is mitigated to a degree by the
early placement of orders for the holiday season.
(B) Per share amounts do not always add because the figures are required to
be independently calculated.
F-26
52
MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(IN THOUSANDS)
- --------------------------------------------------------------------------------------------------------------------------------
ADDITIONS
BALANCE AT CHARGED TO BALANCE AT
BEGINNING OF ADDITIONS CHARGED TO OTHER END OF
DESCRIPTION PERIOD COSTS AND EXPENSES ACCOUNTS DEDUCTIONS(A) PERIOD
- --------------------------------------------------------------------------------------------------------------------------------
Allowance for doubtful
accounts:
Year ended February 1, 1997 $901 $170 $ - $(415) $656
Year ended January 27, 1996 646 247 - (8) 901
Seven month period ended 496 211 - 61 646
January 28, 1995
Year ended June 30, 1994 443 (70) 49 74 496
Allowance for sales returns:
Year ended February 1, 1997 $674 $261 $ - $187 $748
Year ended January 27, 1996 754 200 - 280 674
Seven month period ended 385 369 - - 754
January 28, 1995
Year ended June 30, 1994 525 1,098 - 1,238 385
(A) Allowances, returns and uncollectible accounts charged against the
reserve, (net of collections on previously written-off accounts).
S-1
53
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
MICHAEL ANTHONY JEWELERS, INC.
By: /s/ Michael Paolercio
Michael W. Paolercio, Co-Chairman of the
Board and Chief Executive Officer
Date: April 28, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons on behalf of the registrant
in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Michael Paolercio CoChairman of the Board April 28, 1997
(Michael W. Paolercio) and Chief Executive Officer
(Principal Executive Officer)
/s/ Anthony Paolercio Co-Chairman of the Board April 28, 1997
(Anthony Paolercio, Jr.) and Executive Vice President
/s/ Fredric R. Wasserspring President, Chief Operating April 28, 1997
(Fredric R. Wasserspring) Officer and Director
/s/ Allan Corn Chief Financial Officer, April 28, 1997
(Allan Corn) Senior Vice President
and Director (Principal
Accounting Officer)
/s/ Michael A. Paolercio Senior Vice President, April 28, 1997
(Michael Anthony Paolercio) Treasurer and Director
/s/ Michael Wager Director April 28, 1997
(Michael Wager)
/s/ David Harris Director April 28, 1997
(David Harris)
/s/ Donald Miller Director April 28, 1997
(Donald Miller)
54
EXHIBIT INDEX
-------------
Filed as an Exhibit
to this Form 10-K on
Exhibit No. Description Page No.
----------- ----------- --------------------
10.61 Lease dated as of May 1, 1991 between Michael Anthony
Company d/b/a MacQuesten Realty Company and Registrant
Page 55
10.62 Lease dated as of May 1, 1991 between Michael Anthony
Company d/b/a MacQuesten Realty Company and Registrant
Page 78
21 Subsidiaries of the Registrant Page 101
27 Financial Data Schedule Page 102