MICHAEL ANTHONY JEWELERS INC
10-Q, 1998-06-12
JEWELRY, PRECIOUS METAL
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                       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 May 2, 1998

                         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 105501724
                    (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
                                                              May 27, 1998
                                                              ------------
                                                               7,285,000

<PAGE>
                 MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES

                                                       INDEX

                                                                       PAGE
                                                                       ----
PART I  FINANCIAL INFORMATION:

ITEM 1.  FINANCIAL STATEMENTS

         Consolidated Condensed Balance Sheets,
           May 2, 1998 (Unaudited) and
             January 31, 1998.........................................   3

         Consolidated Condensed Statements of Operations
           Three-Month Period Ended
             May 2, 1998 and May 3, 1997 (Unaudited) .................   4

         Consolidated Condensed Statement of Changes in
           Stockholders' Equity, Three-Month Period Ended
             May 2, 1998 (Unaudited)..................................   5

         Consolidated Condensed Statements of Cash Flows,
           Three-Month Period Ended
             May 2, 1998 and May 3, 1997 (Unaudited)..................   6

         Notes to Consolidated Condensed Financial
           Statements................................................. 7-9

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF
             OPERATIONS.............................................. 10-15

PART II  OTHER INFORMATION:

         Item 1 Through Item 6 .......................................   16

          Signature Page..............................................   17

<PAGE>
                                          MICHAEL ANTHONY JEWELERS, INC.
                                       CONSOLIDATED CONDENSED BALANCE SHEETS
                                         (IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
                                                                                            (Unaudited)
                                                                                               May 2,    January 31,
                                                                                               1998        1998
                                                                                             --------    --------
ASSETS
<S>                                                                                          <C>         <C>     
CURRENT ASSETS:
     Cash and equivalents                                                                    $  3,091    $  6,747
     Accounts receivable:
        Trade (less allowances of $1,756 and $1,196, respectively)                             24,586      22,234
        Other                                                                                      62          40
     Inventories                                                                               12,044      12,913
     Income tax refundable                                                                      1,667       1,667
     Prepaid expenses and other current assets                                                  1,680       1,640
     Deferred taxes                                                                               720         720
                                                                                             --------    --------

          Total current assets                                                                 43,850      45,961

PROPERTY, PLANT AND EQUIPMENT - net                                                            17,613      18,045
INTANGIBLES - net                                                                                 532         584
OTHER ASSETS                                                                                      918       1,054
                                                                                             --------    --------

                                                                                             $ 62,913    $ 65,644
                                                                                             ========    ========
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
     Accounts payable - trade                                                                $  1,483    $  2,870
     Current portion of long-term debt
        and lease liability                                                                     1,438       1,446
     Accrued expenses                                                                           3,869       4,385
                                                                                             --------    --------

          Total current liabilities                                                             6,790       8,701
                                                                                             --------    --------

LONG-TERM DEBT                                                                                 12,588      12,617
                                                                                             --------    --------
CAPITAL LEASE LIABILITY                                                                            71         119
                                                                                             --------    --------
DEFERRED TAXES                                                                                    818         818
                                                                                             --------    --------
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; 8,282,000
         shares issued and outstanding                                                              8           8
     Additional paid-in capital                                                                31,747      31,747
     Retained earnings                                                                         13,718      13,484
     Treasury stock, 998,000 and 578,000 shares as of
         May 2, 1998 and  January 31, 1998, respectively                                       (2,827)     (1,850)
                                                                                             --------    --------

               Total stockholders' equity                                                      42,646      43,389
                                                                                             --------    --------

                                                                                             $ 62,913    $ 65,644
                                                                                             ========    ========
</TABLE>

The  accompanying  notes are an integral  part of these  consolidated  condensed
financial statements.

                                                       -3-

<PAGE>
                 MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                    (IN THOUSANDS, EXCEPT EARNINGS PER SHARE)


                                                       Three Months Ended
                                                      --------------------
                                                        May 2,      May 3,
                                                        1998        1997
                                                      --------    --------

NET SALES                                             $ 30,432    $ 27,606

COST OF GOODS SOLD                                      23,925      22,544
                                                      --------    --------

     GROSS PROFIT ON SALES                               6,507       5,062

SELLING, GENERAL AND
  ADMINISTRATIVE EXPENSES                                5,688       5,252
                                                      --------    --------

     OPERATING INCOME/(LOSS)                               819        (190)

OTHER INCOME/(EXPENSES):
     Gold consignment fee                                 (260)       (260)
     Interest expense                                     (277)       (381)
     Interest income                                        81         125
     Other income                                           15          24
                                                      --------    --------

     Total Other Income/(Expense)                         (441)       (492)
                                                      --------    --------

INCOME/(LOSS) BEFORE INCOME
 TAXES                                                     378        (682)

INCOME TAX PROVISION/(BENEFIT)                             144        (259)
                                                      --------    --------

     NET INCOME/(LOSS)                                $    234    $   (423)
                                                      ========    ========

EARNINGS/(LOSS) PER SHARE
   - BASIC AND DILUTED                                $   0.03    $  (0.05)
                                                      ========    ========

WEIGHTED AVERAGE NUMBER
   OF SHARES                                             7,436       7,869
                                                      ========    ========



The  accompanying  notes are an integral  part of these  consolidated  condensed
financial statements.

                                      -4-

<PAGE>
<TABLE>
<CAPTION>
                                    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
                                             ------   --------   --------    --------    --------    -------   -------
<S>                                           <C>     <C>        <C>         <C>             <C>     <C>       <C>    
DOLLARS
Balance -
  January 31, 1998                            8,282   $      8   $ 31,747    $ 13,484        (578)   $(1,850)  $43,389
Purchase of treasury stock                       --         --         --          --        (420)      (977)     (977)
Net income                                       --         --         --         234          --         --       234
                                             ------   --------   --------    --------    --------    -------   -------
Balance -
 May 2, 1998                                  8,282   $      8   $ 31,747    $ 13,718        (998)   $(2,827)  $42,646
                                             ======   ========   ========    ========    ========    =======   =======
</TABLE>



The  accompanying  notes are an integral  part of these  consolidated  condensed
financial statements.

                                      -5-

<PAGE>
                 MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                 Three Months Ended
                                                                               ----------------------

                                                                                 May 2,       May 3,
                                                                                  1998         1997
<S>                                                                            <C>         <C>      
CASH FLOWS FROM OPERATING ACTIVITIES:                                          --------    ----------
   Net income/(loss)                                                           $    234    $   (423)
   Adjustments to reconcile net income
     to net cash used in operating activities:
             Depreciation and amortization                                          907       1,016
             Provision for accounts receivable                                       86          60
             Provision for sales returns                                            680        (145)
             Asset write-off                                                         --         259
   (Increase)/decrease in operating assets:
             Accounts receivable                                                 (3,140)       (363)
             Inventories                                                            869      (1,068)
             Prepaid expenses and other current assets                              (40)       (587)
             Other assets                                                           136        (185)
   Increase/(decrease) in operating liabilities:
             Accounts payable                                                    (1,387)        452
             Accrued expenses                                                      (516)       (365)
                                                                               --------    --------

                     Net cash used in operating activities                      (2,171)     (1,349)
                                                                               --------    --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of property, plant and equipment - net                                 (423)       (723)
                                                                               --------    --------

                     Net cash used in investing activities                        (423)       (723)
                                                                               --------    --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Principal payments of long-term debt
     and capital lease liabilities                                                  (85)       (248)
   Purchase of treasury stock                                                      (977)       (921)
                                                                               --------    --------

                     Net cash used in financing activities                      (1,062)     (1,169)
                                                                               --------    --------

DECREASE IN CASH AND EQUIVALENTS                                                 (3,656)     (3,241)

CASH AND EQUIVALENTS AT BEGINNING OF PERIOD                                       6,747      10,430
                                                                               --------    --------

CASH AND EQUIVALENTS AT END OF PERIOD                                          $  3,091    $  7,189
                                                                               ========    ========


SUPPLEMENTAL DISCLOSURE OF
 CASH FLOW INFORMATION:
Cash paid during the period for:
Interest and gold consignment fees                                             $    608    $    693
Taxes                                                                          $      0    $      0

</TABLE>


The  accompanying  notes are an integral  part of these  consolidated  condensed
financial statements.

                                      -18-

<PAGE>
                 MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
                     FORM 10-Q FOR QUARTER ENDED MAY 2, 1998
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
            (INFORMATION SUBSEQUENT TO JANUARY 31, 1998 IS UNAUDITED)

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     The unaudited  interim  consolidated  condensed  balance sheet as of May 2,
     1998 and the unaudited  consolidated condensed statements of operations for
     the  three  months  ended  May 2,  1998  and  May 3,  1997,  the  unaudited
     consolidated  statement  of changes in  stockholders'  equity for the three
     months  ended  May  2,  1998,  and  the  unaudited  consolidated  condensed
     statements  of cash flows for the three months ended May 2, 1998 and May 3,
     1997,  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  1998  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

     During fiscal 1998, the Company adopted  Statement of Financial  Accounting
     Standards No. 128,  "Earnings  Per Share",  ("SFAS  128"),  which  requires
     presentation of basic and diluted earnings per share ("EPS") on the face of
     the consolidated  statements of operations and requires a reconciliation of
     the numerators and denominators of the basic and diluted EPS  calculations.
     Basic EPS is computed by dividing net income by the weighted average shares
     outstanding  for the period.  Earnings per share for all periods  presented
     were computed on a basic basis using the weighted  average number of common
     shares outstanding.  Diluted EPS reflects the potential dilution that could
     occur if options to issue  common  stock were  exercised  and  converted to
     common  stock.   Options  and  warrants  outstanding  were  not  materially
     dilutive.  Earnings  per share  for prior  periods  have been  computed  in
     accordance with SFAS 128.

                                      -7-

<PAGE>
                 MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
                     FORM 10-Q FOR QUARTER ENDED MAY 2, 1998
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
            (INFORMATION SUBSEQUENT TO JANUARY 31, 1998 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 $301 per ounce as
     compared to $349 per ounce for the quarter ended May 3, 1997.

3.   INVENTORIES

     Inventories consist of:
                                May 2,     January 31,
                                 1998         1998
                               -------      -------
                             (Unaudited)
                                   (In thousands)

        Finished goods         $32,117      $27,691
        Work in process         16,828       13,335
        Raw materials           10,876        5,095
                               -------      -------
                                59,821       46,121
        Less:
        Consigned gold          47,777       33,208
                               -------      -------

                               $12,044      $12,913
                               =======      =======


     Inventories  as of May 2, 1998 and January 31,  1998  excluded  155,700 and
     108,900 ounces of gold on consignment, respectively.

                                      -8-

<PAGE>
                 MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
                     FORM 10-Q FOR QUARTER ENDED MAY 2, 1998
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
            (INFORMATION SUBSEQUENT TO JANUARY 31, 1998 IS UNAUDITED)


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. During fiscal 1999, the Company
     had  purchased  an  additional  527,000  shares on the open  market  for an
     aggregate  of  approximately  $1,223,000.  On May 26,  1998,  the  Board of
     Directors authorized an increase of up to an additional 1,000,000 shares of
     common  stock that the Company may  repurchase  under the Stock  Repurchase
     Plan. As of May 27, 1998, the Company had  repurchased a total of 1,164,000
     shares  on  the  open  market  for  an  aggregate  price  of  approximately
     $3,221,000.

                                      -9-

<PAGE>
ITEM 2          MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
            (INFORMATION SUBSEQUENT TO JANUARY 31, 1998 IS UNAUDITED)

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED
- ------------------------------------------------
MAY 2, 1998 AND MAY 3, 1997
- ----------------------------

Net sales for the three months ended May 2, 1998 were approximately $30,432,000,
an  increase  of 10%  from  net  sales  of  approximately  $27,606,000  for  the
comparable  period  last year.  Had it not been for the  decrease in the average
gold  price,  $301  versus  last  year's  $349 an ounce,  net sales  would  have
increased $6,231,000 or 23%.

Gross profit margin increased to approximately  21.4% of net sales for the three
months  ended May 2, 1998  compared to  approximately  18.3% for the  comparable
period last year,  primarily due to the lower average gold price and to a lesser
extent, a change in product mix.

Selling,  general and administrative  expenses for the three months ended May 2,
1998  were  approximately  $5,688,000,  an  increase  of  $436,000  or  8%  from
approximately  $5,252,000 for the  comparable  period last year. The increase is
primarily  attributable to increases in (i) advertising  related expenses,  (ii)
product and packaging supplies,  and (iii) payroll and payroll related expenses.
These increases were primarily due to the Company's increased sales volume. As a
percentage  of net  sales,  adjusted  for the gold  price  difference,  selling,
general and  administrative  expenses  decreased  to 16.8% for the three  months
ended May 2, 1998 from 19.0% for the comparable period of the prior year.

Interest  expense and gold  consignment  fees for the three  months ended May 2,
1998 were  approximately  $537,000,  a decrease of  $104,000 or 16%  compared to
approximately  $641,000 for the comparable  period last year.  Interest  expense
decreased  due to the  Company's  principal  payments  on its  long  term  debt.
Interest  income  decreased  $44,000 due to the  Company's  lower cash  position
compared to last year.

As a result of the above factors the Company had net income for the three months
ended  May 2, 1998 of  approximately  $234,000  or $.03 per  share on  7,436,000
weighted average shares outstanding,  compared to a net loss of $423,000 or $.05
per share on 7,869,000  weighted  average shares  outstanding for the comparable
period last year.

                                      -10-

<PAGE>
ITEM 2          MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
            (INFORMATION SUBSEQUENT TO JANUARY 31, 1998 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.  However,  on May
15, 1998, at the Company's request,  the aggregate amount of fine gold available
for  consignment was reduced to the lessor of (i) an aggregate of 218,000 ounces
or (ii)  consigned  gold  with an  aggregate  value  equal to  $90,350,000.  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 May 2, 1998, the Company held 155,700
ounces of gold on consignment with a market value of $47,777,000.

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 May 2, 1998, the Company was in compliance  with the covenants in its
consignment  agreements  and the  Company's  owned gold  inventory was valued at
approximately $3,170,000.  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.

On June 3, 1998, the Company  received  notice from an existing Gold Lender that
it plans to terminate  its  consignment  agreement  with the Company on June 30,
1998. This will reduce the aggregate  ounces the Company is entitled to lease to
188,000,  with an aggregate value equal to  $80,300,000.  Based upon current and
anticipated needs,  Management  believes this change will not have any impact on
the  Company.  However,  it  is  the  Company's  present  intention  to  explore
relationships  with  other  consignors  or  expand  its  relationships  with its
existing Gold Lenders.

                                      -11-

<PAGE>
ITEM 2           MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
            (INFORMATION SUBSEQUENT TO JANUARY 31, 1998 IS UNAUDITED)


Liquidity and Capital Resources (Continued)
- -------------------------------

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 January 31, 1998 until May 2, 1998, the closing
price of gold  according to the Second London Gold Fix ranged from a low of $290
per ounce to a high of nearly $313 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 1992, the Company issued $10,000,000 principal amount of senior secured notes
with various insurance  companies,  which accrue interest at 8.61% per annum. 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  7.13%  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 May 2, 1998, the Company was in compliance with the
covenants and  $11,556,000  of principal  remained  outstanding  under the notes
issued in 1992 and 1995.

In  October  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 May 2, 1998, the
Company  was in  compliance  with the  covenants  and  $2,255,000  of  principal
remained outstanding under the mortgage.

                                      -12-

<PAGE>
ITEM 2          MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
            (INFORMATION SUBSEQUENT TO JANUARY 31, 1998 IS UNAUDITED)

Liquidity and Capital Resources (Continued)
- -------------------------------

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 May 2, 1998,  there was no amount  outstanding
under  the Line of  Credit,  due to  seasonal  borrowings.  The  Line of  Credit
currently  expires  on July 31,  1998,  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.

Cash and cash equivalents decreased $3,656,000 during the three months ended May
2, 1998. This decrease was primarily due to the Company's  seasonal  increase in
accounts  receivable,  purchases of machinery and  equipment,  and repurchase of
treasury stock.

During the three months ended May 2, 1998,  the Company used  $2,171,000 of cash
from  operations.  The  increase  is  primarily  due to the  increased  accounts
receivable  levels which was partially offset by  depreciation.  The increase in
accounts receivable is primarily related to the increased sales compared to last
year.  During  the  comparable  period  of the  prior  year,  the  Company  used
$1,349,000 of cash from operations, primarily due to higher inventory levels and
increased prepaid expenses.

Cash of $423,000 was used for investing  activities as compared to $723,000 used
during the  comparable  three-month  period last year. The decrease is primarily
due to the Company's decreased purchases of machinery and equipment.

Cash of  $1,062,000  was used in  financing  activities  during the  three-month
period, compared to $1,169,000 used for the comparable period of the prior year.

For the balance of fiscal 1999, the Company  projects  capital  expenditures  of
approximately $1,100,000.

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 1999, 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.

                                      -13-

<PAGE>
ITEM 2           MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
            (INFORMATION SUBSEQUENT TO JANUARY 31, 1998 IS UNAUDITED)


Forward Looking Statements
- --------------------------

This Quarterly Report on Form 10-Q contains certain  forward-looking  statements
within the meaning of Section 21E of the Securities  Exchange Act of 1934. These
forward-looking  statements  include the words "believe,"  "expect,"  "plans" or
similar words and are based in part on the Company's reasonable expectations and
are  subject  to a number of  factors  and  risks,  many of which are beyond the
Company's  control.  Actual results could differ materially from those discussed
under  "Management's  Discussion and Analysis of Financial Condition and Results
of Operations", as a result of any of the following factors:

     i)     general  economic  conditions  and their  impact on the retail sales
            environment;

     ii)    fluctuations  in  the  price  of  gold  and  other  metals  used  to
            manufacture the Company's jewelry;

     iii)   risks  related  to the  concentration  of the  Company's  customers,
            particularly the operations of any of its top customers;

     iv)    increased  competition  from  outside the United  States where labor
            costs are substantially lower;

     v)     variability  of customer  requirements  and the nature of customers'
            commitments on projections and orders; and

     vi)    the extent to which the  Company is able to retain and  attract  key
            personnel.

In light of these  uncertainties  and risks,  there can be no assurance that the
forward-looking  statements in this Quarterly  Report on Form 10-Q will occur or
continue in the future.  Except for its  required,  periodic  filings  under the
Securities  Exchange  Act of 1934,  the Company  undertakes  no  obligations  to
release  publicly any revisions to these  forward  looking  statements  that may
reflect  events  or  circumstances  after  the date  hereof  or to  reflect  the
occurrence of unanticipated events.

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-

<PAGE>
ITEM 2           MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
            (INFORMATION SUBSEQUENT TO JANUARY 31, 1998 IS UNAUDITED)


New Accounting Standard (Continued)
- -----------------------

The  Financial   Accounting   Standards  Board  issued  Statement  of  Financial
Accounting Standards (SFAS) No. 132,  "Employer's  Disclosure about Pensions and
Other Post  Retirement  Benefits" which will be effective for the 1999 financial
statements.  SFAS No. 132 will require new disclosures related to any changes in
the defined  contribution plan, including a description of the nature and effect
of any significant  changes during the year affecting  comparability,  such as a
change  in the  rate of  employer  contributions,  a  business  combination,  or
divestiture.

                                      -15-

<PAGE>
                 MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
                           PART II - OTHER INFORMATION

Item 1 through Item 4

     Not applicable.


Item 6.
     (a)  EXHIBITS



           27             Financial Data Schedule


     (b)    REPORTS ON FORM 8-K Not applicable.

                                      -16-

<PAGE>
                 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: June 11, 1998                          BY: /s/ ALLAN CORN
                                              ----------------------------------
                                                      Allan Corn
                                                      Senior Vice President and
                                                      Chief Financial Officer

                                      -17-

<PAGE>
                                  EXHIBIT INDEX
                                       TO
                     FORM 10-Q FOR QUARTER ENDED MAY 2, 1998



           Exhibit No.                                                  Page No.
           -----------                                                  --------

                 27         Financial Data Schedule                       19



                                      -18-

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
The Schedule contains summary financial information extracted from the financial
statements for Michael Anthony  Jewelers,  Inc. and is qualified in its entirety
by reference to such financial statements.
</LEGEND>
<CIK>                         0000799515
<NAME>                        Michael Anthony Jewelers, Inc.
<MULTIPLIER>                  1,000
<CURRENCY>                    USD                 
       
<S>                             <C>
<PERIOD-TYPE>                  3-MOS
<FISCAL-YEAR-END>              JAN-30-1999
<PERIOD-START>                 FEB-01-1998
<PERIOD-END>                   MAY-02-1998
<EXCHANGE-RATE>                                        1
<CASH>                                                 0
<SECURITIES>                                           0
<RECEIVABLES>                                     26,342
<ALLOWANCES>                                      (1,756)
<INVENTORY>                                       12,044
<CURRENT-ASSETS>                                  43,850
<PP&E>                                            42,792
<DEPRECIATION>                                    25,179
<TOTAL-ASSETS>                                    62,913
<CURRENT-LIABILITIES>                              6,790
<BONDS>                                           12,659
                                  0
                                            0
<COMMON>                                               8
<OTHER-SE>                                        42,638
<TOTAL-LIABILITY-AND-EQUITY>                      62,913
<SALES>                                           30,432
<TOTAL-REVENUES>                                  30,432
<CGS>                                             23,925
<TOTAL-COSTS>                                     23,925
<OTHER-EXPENSES>                                   5,602
<LOSS-PROVISION>                                      86
<INTEREST-EXPENSE>                                   537
<INCOME-PRETAX>                                      378
<INCOME-TAX>                                         144
<INCOME-CONTINUING>                                    0
<DISCONTINUED>                                         0
<EXTRAORDINARY>                                        0
<CHANGES>                                              0
<NET-INCOME>                                         234
<EPS-PRIMARY>                                        .03
<EPS-DILUTED>                                          0
        


</TABLE>


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