1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter ended August 2, 1997 Commission file number: 015230 MICHAEL ANTHONY JEWELERS, INC. (Exact name of registrant as specified in its charter) Delaware No. 132910285 (State of Incorporation) (I.R.S. Employer Identification No.) 115 South MacQuesten Parkway Mount Vernon, New York 10550-1724 (Address of principal executive offices) Registrant's telephone number, including area code: (914) 699-0000 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 . ----- ----- CLASS Number of Shares Common Stock, Par Value $.001 Outstanding as of September 10, 1997 ------------------ 7,704,385 2 MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES INDEX ----- PAGE ---- PART I FINANCIAL INFORMATION: ITEM 1. FINANCIAL STATEMENTS Consolidated Condensed Balance Sheets, August 2, 1997 (Unaudited) and February 1, 1997........................................ 3 Consolidated Condensed Statements of Operations Three-Month and Six-Month Periods Ended August 2, 1997 and July 27, 1996 (Unaudited) ........... 4 Consolidated Condensed Statement of Changes in Stockholders' Equity, Six-Month Period Ended August 2, 1997 (Unaudited).............................. 5 Consolidated Condensed Statements of Cash Flows, Six-Month Periods Ended August 2, 1997 and July 27, 1996 (Unaudited)............ 6 Notes to Consolidated Condensed Financial Statements................................................ 7-9 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS............................................. 10-14 PART II OTHER INFORMATION: Item 1 Through Item 6 ...................................... 15 Signature Page.............................................. 16 3 MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS (IN THOUSANDS, EXCEPT SHARE DATA) ASSETS (Unaudited) - ------ August 2, February 1, 1997 1997 ---- ---- CURRENT ASSETS: Cash and equivalents $ 4,944 $ 10,430 Accounts receivable: Trade (less allowances of $1,600 and $1,404, respectively) 18,461 21,500 Other 223 91 Inventories 20,271 18,903 Prepaid expenses and other current assets 2,096 885 Deferred taxes 578 578 -------- -------- Total current assets 46,573 52,387 PROPERTY, PLANT AND EQUIPMENT - net 19,324 18,621 INTANGIBLES - net 686 916 OTHER ASSETS 888 825 -------- -------- $ 67,471 $ 72,749 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY - ------------------------------------ CURRENT LIABILITIES: Accounts payable - trade $ 3,037 $ 3,141 Current portion of long-term debt and lease liability 3,175 3,402 Accrued expenses 2,880 3,217 Taxes payable -- 585 -------- -------- Total current liabilities 9,092 10,345 -------- -------- LONG-TERM DEBT 12,673 13,946 -------- -------- CAPITAL LEASE LIABILITY 342 348 -------- -------- DEFERRED TAXES 1,068 1,068 -------- -------- 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 shares issued and outstanding as of August 2, 1997 and February 1, 1997, respectively 8 8 Additional paid-in capital 31,732 31,732 Retained earnings 14,406 16,096 Treasury stock, 578,000 and 250,000 shares as of August 2, 1997 and February 1, 1997, respectively (1,850) (794) -------- -------- Total stockholders' equity 44,296 47,042 -------- -------- $ 67,471 $ 72,749 ======== ======== The accompanying notes are an integral part of these consolidated condensed financial statements. -3- 4 MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) (IN THOUSANDS, EXCEPT LOSS PER SHARE) Three Months Ended Six Months Ended ------------------ ---------------- August 2, July 27, August 2, July 27, 1997 1996 1997 1996 ------- -------- -------- -------- NET SALES $ 22,618 $ 27,706 $ 50,224 $ 56,909 COST OF GOODS SOLD 18,967 23,641 41,511 47,891 -------- -------- -------- -------- GROSS PROFIT 3,651 4,065 8,713 9,018 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 5,845 4,482 11,097 8,817 -------- -------- -------- -------- OPERATING (LOSS)/INCOME (2,194) (417) (2,384) 201 OTHER INCOME/(EXPENSES): Gold consignment fee, net (347) (312) (607) (663) Interest expense (304) (410) (685) (839) Interest income 113 125 238 285 Other income 643 6 667 20 -------- -------- -------- -------- Total other income/(expense) 105 (591) (387) (1,197) -------- -------- -------- -------- LOSS BEFORE INCOME TAX BENEFIT (2,089) (1,008) (2,771) (996) INCOME TAX BENEFIT (822) (383) (1,081) (379) -------- -------- -------- -------- NET LOSS $ (1,267) $ (625) $ (1,690) $ (617) ======== ======== ======== ======== LOSS PER SHARE $ (0.16) $ (0.08) $ (0.22) $ (0.08) ======== ======== ======== ======== WEIGHTED AVERAGE NUMBER OF SHARES 7,706 8,256 7,787 8,265 ======== ======== ======== ======== The accompanying notes are an integral part of these consolidated condensed financial statements. -4- 5 MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED) (IN THOUSANDS) Common Stock Additional Treasury Stock -------------------- Paid-In Retained -------------- Shares Dollars Capital Earnings Shares Dollars Total ------ ------- ----------- -------- ------ -------- ------- Balance - February 1, 1997 8,279 $ 8 $ 31,732 $ 16,096 (250) $ (794) $ 47,042 Purchase of treasury stock -- -- -- -- (328) (1,056) (1,056) Net loss -- -- -- (1,690) -- -- (1,690) -------- -------- -------- -------- -------- -------- -------- Balance - August 2, 1997 8,279 $ 8 $ 31,732 $ 14,406 (578) $ (1,850) $ 44,296 ======== ======== ======== ======== ======== ======== ======== The accompanying notes are an integral part of these consolidated condensed financial statements. -5- 6 MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) (IN THOUSANDS) Six Months Ended August 2, July 27, 1997 1996 -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (1,690) $ (617) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 2,013 1,917 Provision for accounts receivable 343 70 Provision for sales returns (147) (187) Asset write-off 259 -- (Increase)/decrease in operating assets: Accounts receivable 2,711 12,335 Inventories (1,368) (1,500) Prepaid expenses and other current assets (1,211) (23) Other assets (163) (508) Intangibles 127 (118) Increase/(decrease) in operating liabilities: Accounts payable (104) (2,327) Accrued expenses (337) (1,149) Taxes payable (585) (379) -------- -------- Net cash (used in)/provided by operating activities (152) 7,514 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property, plant and equipment - net (2,772) (1,535) -------- -------- Net cash used in investing activities (2,772) (1,535) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Principal payments of long-term debt and capital lease liabilities (1,506) (2,990) Purchase of treasury stock (1,056) (80) -------- -------- Net cash used in financing activities (2,562) (3,070) -------- -------- (DECREASE)/INCREASE IN CASH AND EQUIVALENTS (5,486) 2,909 CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 10,430 6,673 -------- -------- CASH AND EQUIVALENTS AT END OF PERIOD $ 4,944 $ 9,582 ======== ======== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for: Interest and gold consignment fees $ 1,219 $ 1,676 Taxes $ 67 $ -- The accompanying notes are an integral part of these consolidated condensed financial statements. -6- 7 MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES FORM 10-Q FOR QUARTER ENDED AUGUST 2, 1997 NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (INFORMATION SUBSEQUENT TO FEBRUARY 1, 1997 IS UNAUDITED) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ------------------------------------------ The unaudited interim consolidated condensed balance sheet as of August 2, 1997 and the unaudited consolidated condensed statements of operations for the six months ended August 2, 1997 and July 27, 1996, and the unaudited consolidated condensed statements of cash flows for the six months ended August 2, 1997 and July 27, 1996, and related notes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations. The accompanying unaudited interim consolidated condensed financial statements and related notes should be read in conjunction with the financial statements and related notes included in the 1997 Annual Report to Stockholders of Michael Anthony Jewelers, Inc. (the "Company"). The information furnished reflects, in the opinion of the management of the Company, all adjustments, consisting of normal recurring accruals, which are necessary to present a fair statement of the results for the interim periods presented. The interim figures are not necessarily indicative of the results to be expected for the fiscal year due to the seasonal nature of the business. Earnings Per Share ------------------ Earnings per share for all periods presented were computed on a primary basis using the weighted average number of shares of common stock 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, which established new standards for computing and presenting net income per common share and replaced the standards previously found in Accounting Principles Board Opinion No. 15, Earnings Per Share. The Company will begin reporting net income per common share and net income per common share assuming dilution according to this new standard in the fourth quarter of fiscal year ending 1998. Net income per common share amounts, for the second quarter of 1998 and all prior periods, computed under the new standard approximate the net income per common share amounts reported under the previous standard. -7- 8 MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES FORM 10-Q FOR QUARTER ENDED AUGUST 2, 1997 NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (INFORMATION SUBSEQUENT TO FEBRUARY 1, 1997 IS UNAUDITED) 2. PRODUCT PRICING --------------- The Company's products, the principal component of which is gold, are generally sold at prices which are based on the market price of gold on the date merchandise is shipped to the customer. Therefore, the Company's sales volume is significantly influenced by the market price of gold. The selling prices for certain customers may be fixed for a specific period of time. In such cases, the Company is able to shift a substantial portion of the risks of gold price fluctuation by hedging against changes in the price of gold by entering into forward contracts or purchasing futures or options on futures. The Company's consigned gold inventory is hedged against the effects of price fluctuations. The Company has entered into arrangements with certain gold lenders (the "Gold Lenders") pursuant to which the Company does not purchase gold from the Gold Lenders until receipt of a purchase order from, or shipment of jewelry to, its customers. These arrangements permit the Company to match the sales price of the product with the price the Company pays for the gold. The average price of gold in the current quarter was $340 per ounce as compared to $396 per ounce for the quarter ended July 27, 1996. 3. INVENTORIES ----------- Inventories consist of: August 2, February 1, 1997 1997 ---- ---- (Unaudited) (In thousands) Finished goods $42,223 $37,020 Work in process 25,702 14,597 Raw materials 6,334 7,568 ------- ------- 74,259 59,185 Less: Consigned gold 53,988 40,282 ------- ------- $20,271 $18,903 ======= ======= Inventories as of August 2, 1997 and February 1, 1997 excluded 166,600 and 116,600 ounces of gold on consignment, respectively. -8- 9 MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES FORM 10-Q FOR QUARTER ENDED AUGUST 2, 1997 NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (INFORMATION SUBSEQUENT TO FEBRUARY 1, 1997 IS UNAUDITED) 4. OTHER INCOME ------------ Other income for the three-month and six-month periods ended August 2, 1997 includes a gain of approximately $625,000 on the sale of an asset. 5. STOCK REPURCHASE PROGRAM ------------------------ In December 1995, the Company announced a Common 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 August 2, 1997, the Company had repurchased a total of 638,000 shares on the open market for an aggregate price of approximately $1,978,000, of which 60,000 shares have been retired. -9- 10 ITEM 2 MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (INFORMATION SUBSEQUENT TO FEBRUARY 1, 1997 IS UNAUDITED) SUMMARY OF RESULTS OF OPERATIONS FOR THE THREE MONTHS - ----------------------------------------------------- ENDED AUGUST 2, 1997 AND JULY 27, 1996 - -------------------------------------- Net sales for the three months ended August 2, 1997, were approximately $22,618,000, a decrease of 18.4% compared to net sales of approximately $27,706,000 for the comparable period last year. The decrease in sales was primarily a result of lower sales volume as well as a 14% decrease in the average gold price. The average gold price for the quarter ended August 2, 1997 was $340 compared to $400 per ounce in the comparable period last year, which represented approximately $2,233,000 of the decrease in sales. Gross profit margin increased to approximately 16.1% of net sales for the three months ended August 2, 1997, compared to approximately 14.7% for the comparable period last year due to the lower average gold price. Selling, general and administrative expenses for the three months ended August 2, 1997, were approximately $5,845,000, an increase of $1,363,000 or 30.4% from approximately $4,482,000 for the comparable period last year. As a percentage of net sales, adjusted for the gold price difference of $2,233,000 discussed above, selling, general and administrative expenses increased to 23.5% for the three months ended August 2, 1997, from 16.2% for the comparable period of the prior year. Included in selling, general and administrative expenses for the three months ended August 2, 1997 was $200,000 of costs related to the termination of merger negotiations. The remaining increase of $1,163,000 is primarily attributable to increases in (i) payroll and payroll related expenses, (ii) the provision for bad debts, (iii) product and packaging supplies, (iv) and product software development costs. Other income for the three months ended August 2, 1997, was approximately $643,000, an increase of $637,000 compared to approximately $6,000, for the comparable period last year. The increase was primarily due to a gain of $625,000 for the Company's sale of an asset in May 1997. Interest expense and gold consignment fees for the three months ended August 2, 1997, were approximately $651,000, a decrease of $71,000 or 9.8% compared to approximately $722,000, for the comparable period last year. The decrease was primarily due to the Company's higher consignment interest rate and level of consignment inventory. As a result of the above factors the Company had a net loss for the three months ended August 2, 1997 of approximately $1,267,000 or $.16 loss per share on 7,706,000 weighted average shares outstanding, compared to a net loss of $625,000 or $.08 loss per share on 8,256,000 weighted average shares outstanding for the comparable period last year. -10- 11 ITEM 2 MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (INFORMATION SUBSEQUENT TO FEBRUARY 1, 1997 IS UNAUDITED) SUMMARY OF RESULTS OF OPERATIONS FOR THE SIX MONTHS - --------------------------------------------------- ENDED AUGUST 2, 1997 AND JULY 27, 1996 - -------------------------------------- Net sales for the six months ended August 2, 1997, were approximately $50,224,000, a decrease of 11.7% compared to net sales of approximately $56,909,000 for the comparable period last year. The decrease in sales was primarily a result of the decrease in the average gold price of 15% and lower sales volume. The average gold price per ounce for the six months ended August 2, 1997 was $340 compared to $400 per ounce in the comparable period last year, which represented approximately $5,547,000 of the decrease in sales. Gross profit margin increased to approximately 17.4% of net sales for the six months ended August 2, 1997, compared to approximately 15.9% for the comparable period last year, due to the lower average gold price. Selling, general and administrative expenses for the six months ended August 2, 1997, were approximately $11,097,000, an increase of $2,280,000 or 25.8% from approximately $8,817,000 for the comparable period last year. As a percentage of net sales, adjusted for the gold price difference of $5,547,000 discussed above, selling, general and administrative expenses increased to 19.9% for the six months ended August 2, 1997, from 15.5% for the comparable period of the prior year. Included in selling, general and administrative expenses for the six months ended August 2, 1997 was $200,000 of costs related to the termination of merger negotiations. The remaining increase of $2,080,000 is primarily attributable to increases in (i) product software development costs, (ii) payroll and payroll related expenses, (iii) advertising expenses (iv) the provision for bad debts and (v) product and packaging supplies. Other income for the six months ended August 2, 1997, was approximately $667,000, an increase of $647,000 compared to approximately $20,000, for the comparable period last year. The increase was primarily due to a gain of $625,000 for the Company's sale of an asset in May 1997. Interest expense and gold consignment fees for the six months ended August 2, 1997, were approximately $1,292,000, a decrease of $210,000 or 14% compared to approximately $1,502,000, for the comparable period last year. The decrease was primarily due to lower gold prices compared to last year. As a result of the above factors the Company had a net loss for the six months ended August 2, 1997 of approximately $1,690,000 or $.22 loss per share on 7,787,000 weighted average shares outstanding, compared to a net loss of $617,000 or $.08 loss per share on 8,265,000 weighted average shares outstanding for the comparable period last year. -11- 12 ITEM 2 MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (INFORMATION SUBSEQUENT TO FEBRUARY 1, 1997 IS UNAUDITED) 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 operations. 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 $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. As of August 2, 1997, the Company held 166,600 ounces of gold on consignment with a market value of $53,988,000. 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 August 2, 1997, the Company was in compliance with the covenants in its consignment agreements and the Company's owned gold inventory was valued at approximately $4,943,000. 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 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. 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. -12- 13 ITEM 2 MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (INFORMATION SUBSEQUENT TO FEBRUARY 1, 1997 IS UNAUDITED) Liquidity and Capital Resources (Continued) - ------------------------------------------- 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 February 1, 1997 until August 2, 1997, the closing price of gold according to the Second London Gold Fix ranged from a low of $317 per ounce to a high of nearly $362 per ounce. There can be no assurances that fluctuations in the precious metals and credit 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. 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, which currently accrue interest at 7.31% per annum. The various insurance company lenders are collectively referred to as the "Senior Note Holders". 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 August 2, 1997, the Company was in compliance with the covenants and $13,306,000 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 accrues at 8% per annum. In addition, the mortgage contains certain restrictive financial covenants. At August 2, 1997, the Company was in compliance with the covenants and $2,334,000 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 August 2, 1997, there was no amount outstanding under the Line of Credit. The Line of Credit currently expires on July 31, 1998, subject to annual renewal. Cash and cash equivalents decreased from $10,430,000 at February 1, 1997 to $4,944,000 at August 2, 1997. This decrease was primarily due to the Company's seasonal increase in inventory, purchase of a building and equipment, and repurchases of stock and debt payments. -13- 14 ITEM 2 MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (INFORMATION SUBSEQUENT TO FEBRUARY 1, 1997 IS UNAUDITED) Liquidity and Capital Resources (Continued) - ------------------------------------------- During the six months ended August 2, 1997, the Company used $152,000 of cash from operations primarily for its higher inventory level and increased prepaid expenses. During the comparable period of the prior year cash provided from operations was $7,514,000, primarily due to timing of accounts receivable collections. Cash of $2,772,000 was used for investing activities, for a building and equipment purchases, as compared to $1,535,000 used for equipment purchases during the comparable six-month period last year. The increase is primarily due to the purchase of one of Company's the manufacturing facility buildings. Cash of $2,562,000 was used for financing activities during the six-month period, for repurchases of stock and the repayment of borrowings. As part of its long-term strategic planning, the Company recently acquired one of its manufacturing facilities from MacQuesten Realty Company, a general partnership owned by Michael and Anthony Paolercio ("MRC") for a purchase price of $1,150,000. As part of the transaction, the Company obtained an exclusive, two-year option to acquire from MRC the two remaining manufacturing and distribution facilities that are currently being leased from MRC (the "Leased Properties"). In the event the Company acquires any of such properties, the Company may incur or assume additional long-term indebtedness in order to finance their purchase. For the balance of fiscal 1998, the Company projects capital expenditures of approximately $1,000,000, which includes certain improvements on its leased and owned properties, but does not include any other costs related to the possible acquisition of the Leased Properties. 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 Standard - ----------------------- In June 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 131, Disclosures about Segments of an Enterprise and Related Information, which will be effective for fiscal years beginning after December 15, 1997. SFAS No. 131 redefines how operating segments are determined and requires expanded quantitative and qualitative disclosures relating to a company's operating segments. The Company anticipates that the adoption of SFAS No. 131 will not have a material impact on current disclosures. -14- 15 MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES PART II - OTHER INFORMATION Item 1 through Item 5 Not applicable. Item 6. (a) Exhibits -------- 10 Promissory Note issued to Chase Bank N.A. 27 Financial Data Schedule (b) Reports on Form 8-K ------------------- Not applicable. -15- 16 MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MICHAEL ANTHONY JEWELERS, INC. Dated: September 11, 1997 By:/s/Allan Corn ------------------------- Allan Corn Senior Vice President and Chief Financial Officer -16- 17 EXHIBIT INDEX TO FORM 10-Q FOR QUARTER ENDED AUGUST 2, 1997 Exhibit No. Page No. - ----------- -------- 10 Promissory Note issed to Chase Bank N.A. 18 27 Financial Data Schedule 25 -17-