-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ApuHfsYgWo+aTICkpVVGl3FfEBFD0nFub2eB7d880oJraGzU5X/TMmIciP2/QCPo S8iixdFAtX282hYYOyZwzg== 0001019056-98-000560.txt : 19980915 0001019056-98-000560.hdr.sgml : 19980915 ACCESSION NUMBER: 0001019056-98-000560 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19980801 FILED AS OF DATE: 19980914 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: MICHAEL ANTHONY JEWELERS INC CENTRAL INDEX KEY: 0000799515 STANDARD INDUSTRIAL CLASSIFICATION: JEWELRY, PRECIOUS METAL [3911] IRS NUMBER: 132910285 STATE OF INCORPORATION: DE FISCAL YEAR END: 0128 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-10645 FILM NUMBER: 98708504 BUSINESS ADDRESS: STREET 1: 115 SO MACQUESTEN PKWY CITY: MOUNT VERNON STATE: NY ZIP: 10550 BUSINESS PHONE: 9146990000 MAIL ADDRESS: STREET 1: 115 SOUTH MACQUESTEN PKWY STREET 2: 115 SOUTH MACQUESTEN PKWY CITY: MOUNT VERNON STATE: NY ZIP: 10550 10-Q 1 FORM 10Q 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 1, 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 [ ]. Number of Shares Outstanding as of Class September 1, 1998 ----- ----------------- Common Stock, Par Value $.001 6,940,893 MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES INDEX ----- PAGE ---- PART I FINANCIAL INFORMATION: Item 1. Financial Statements Consolidated Condensed Balance Sheets, August 1, 1998 (Unaudited) and January 31, 1998..................................... 3 Consolidated Condensed Statements of Operations Six-Month Period Ended August 1, 1998 and August 2, 1997 (Unaudited) ....... 4 Consolidated Condensed Statement of Changes in Stockholders' Equity, Six-Month Period Ended August 1, 1998 (Unaudited)........................... 5 Consolidated Condensed Statements of Cash Flows, Six-Month Period Ended August 1, 1998 and August 2, 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............................................... 10-16 PART II OTHER INFORMATION: Item 1 Through Item 6 ................................... 17 Signature Page........................................... 18 MICHAEL ANTHONY JEWELERS, INC. CONSOLIDATED CONDENSED BALANCE SHEETS (In thousands, except share data)
August 1, January 31, 1998 1998 -------- -------- (Unaudited) ASSETS - ------ CURRENT ASSETS: Cash and equivalents $ 6,377 $ 6,747 Accounts receivable: Trade (less allowances of $753 and $1,196, respectively) 17,931 22,234 Other 258 40 Inventories 14,233 12,913 Income tax refundable 985 1,667 Prepaid expenses and other current assets 1,396 1,640 Deferred taxes 1,402 720 -------- -------- Total current assets 42,582 45,961 PROPERTY, PLANT AND EQUIPMENT - net 17,435 18,045 INTANGIBLES - net 485 584 OTHER ASSETS 785 1,054 -------- -------- $ 61,287 $ 65,644 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY - ------------------------------------ CURRENT LIABILITIES: Accounts payable - trade $ 1,857 $ 2,870 Current portion of long-term debt and lease liability 2,431 1,446 Accrued expenses 3,794 4,385 -------- -------- Total current liabilities 8,082 8,701 -------- -------- LONG-TERM DEBT 10,447 12,617 -------- -------- CAPITAL LEASE LIABILITY 25 119 -------- -------- 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 13,502 13,484 Treasury stock, 1,192,000 and 578,000 shares as of August 1, 1998 and January 31, 1998, respectively (3,342) (1,850) -------- -------- Total stockholders' equity 41,915 43,389 -------- -------- $ 61,287 $ 65,644 ======== ========
The accompanying notes are an integral part of these consolidated condensed financial statements. -3- MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (Unaudited) (In thousands, except earnings per share)
Three Months Ended Six Months Ended -------------------- -------------------- August 1, August 2, August 1, August 2, 1998 1997 1998 1997 -------- -------- -------- -------- NET SALES $ 26,912 $ 22,618 $ 57,344 $ 50,224 COST OF GOODS SOLD 21,163 18,967 45,088 41,511 -------- -------- -------- -------- GROSS PROFIT ON SALES 5,749 3,651 12,256 8,713 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 5,686 5,845 11,374 11,097 -------- -------- -------- -------- OPERATING INCOME(LOSS) 63 (2,194) 882 (2,384) OTHER INCOME/EXPENSES): Gold consignment fee (242) (347) (502) (607) Interest expense (266) (304) (543) (685) Interest income 78 113 159 238 Other income 18 643 33 667 -------- -------- -------- -------- Total Other (Expense)/Income (412) 105 (853) (387) -------- -------- -------- -------- (LOSS)/INCOME BEFORE INCOME TAXES (349) (2,089) 29 (2,771) INCOME TAX (BENEFIT)/PROVISION (133) (822) 11 (1,081) -------- -------- -------- -------- NET (LOSS)/INCOME $ (216) $ (1,267) $ 18 $ (1,690) ======== ======== ======== ======== (LOSS)/EARNINGS PER SHARE - BASIC AND DILUTED $ (.03) $ (0.16) $ .00 $ (.22) ======== ======== ======== ======== WEIGHTED AVERAGE NUMBER OF SHARES 7,148 7,706 7,292 7,787 ======== ======== ======== ========
The accompanying notes are an integral part of these consolidated condensed financial statements. -4- MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) (In thousands)
Common Stock Additional Common Stock --------------- Paid-in Retained ----------------- Shares Dollars Capital Earnings Shares Dollars Total ------ ------- ------- -------- ------ ------- ----- Balance - January 31, 1998 8,282 $ 8 $31,747 $13,484 (578) $(1,850) $43,389 Purchase of treasury stock -- -- -- -- (614) (1,492) (1,492) Net income -- -- -- 18 -- -- 18 ----- ---- ------- ------- ------ ------- ------- Balance - August 1, 1998 8,282 $ 8 $31,747 $13,502 (1,192) $(3,342) $41,915 ===== ==== ======= ======= ====== ======= =======
The accompanying notes are an integral part of these consolidated condensed financial statements. -5- MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) (In thousands)
Six Months Ended -------------------- August 1, August 2, 1998 1997 -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income/(loss) $ 18 $ (1,690) Adjustments to reconcile net income to net cash used in operating activities: Depreciation and amortization 1,812 2,013 Provision for accounts receivable -- 343 Provision for sales returns -- (147) Asset write-off -- 259 (Increase)/decrease in operating assets: Accounts receivable 4,085 2,711 Inventories (1,320) (1,368) Prepaid expenses and other current assets 244 (1,211) Other assets 269 (36) Increase/(decrease) in operating liabilities: Accounts payable (1,013) (104) Accrued expenses (591) (922) -------- -------- Net cash provided by/(used) in operating activities 3,504 (152) -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property, plant and equipment - net (1,103) (2,772) -------- -------- Net cash used in investing activities (1,103) (2,772) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Principal payments of long-term debt and capital lease liabilities (1,279) (1,506) Purchase of treasury stock (1,492) (1,056) -------- -------- Net cash used in financing activities (2,771) (2,562) -------- -------- DECREASE IN CASH AND EQUIVALENTS (370) (5,486) CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 6,747 10,430 -------- -------- CASH AND EQUIVALENTS AT END OF PERIOD $ 6,377 $ 4,944 ======== ======== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for: Interest and gold consignment fees $ 1,079 $ 1,219 Taxes $ 185 $ 67
The accompanying notes are an integral part of these consolidated condensed financial statements. -6- MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES FORM 10-Q FOR QUARTER ENDED AUGUST 1, 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 August 1, 1998 and the unaudited consolidated condensed statements of operations for the six months ended August 1, 1998 and August 2, 1997, the unaudited consolidated statement of changes in stockholders' equity for the six months ended August 1, 1998, and the unaudited consolidated condensed statements of cash flows for the six months ended August 1, 1998 and August 2, 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- MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES FORM 10-Q FOR QUARTER ENDED AUGUST 1, 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 $296 per ounce as compared to $335 per ounce for the quarter ended August 2, 1997. 3. INVENTORIES ----------- Inventories consist of: August 1, January 31, 1998 1998 ------- ------- (Unaudited) (In thousands) Finished goods $36,683 $27,691 Work in process 17,982 13,335 Raw materials 4,901 5,095 ------- ------- 59,566 46,121 Less: Consigned gold 45,333 33,208 ------- ------- $14,233 $12,913 ======= ======= Inventories as of August 1, 1998 and January 31, 1998 excluded 156,900 and 108,900 ounces of gold on consignment, respectively. -8- MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES FORM 10-Q FOR QUARTER ENDED AUGUST 1, 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. 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 September 1, 1998, the Company had purchased a total of 1,351,500 shares on the open market for an aggregate of approximately $3,700,000. -9- 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 - ------------------------------------------------ AUGUST 1, 1998 AND AUGUST 2, 1997 - --------------------------------- Net sales for the three months ended August 1, 1998 were approximately $26,912,000, an increase of 19% from net sales of approximately $22,618,000 for the comparable period last year. Had it not been for the decrease in the average gold price, $296 versus last year's $335 an ounce, net sales would have increased $8,165,000 or 36%. Gross profit margin increased to approximately 21.4% of net sales for the second quarter ended August 1, 1998, compared to approximately 16.1% for the comparable period last year. The increase in the gross profit margin as compared to the prior year was primarily due to the change in the lower average gold price as well as a change in the customer and product mix. Selling, general and administrative expenses for the three months ended August 1, 1998 were approximately $5,686,000, a decrease of $159,000 or 3% from approximately $5,845,000 for the comparable period last year. As a percentage of net sales, adjusted for the gold price difference, selling and shipping expenses decreased to 18.5% for the three months ended August 1, 1998 from 25.8% for the comparable period of the prior year. The decrease is primarily attributable to decreases in (i) the provision for bad debts and (ii) costs related to a terminated merger negotiation in the three months ended August 2, 1997. These decreases were partially offset by increases in (i) advertising related expenses and (ii) product and packaging supplies. These increases were primarily due to the Company's increased sales volume. Other income and interest income for the three months ended August 1, 1998 was approximately $96,000 a decrease of $660,000, compared to approximately $756,000 for the comparable period last year. The decrease was primarily due to a gain on the Company's sale of certain assets in May 1997. Other expenses for the second quarter ended August 1, 1998 were approximately $508,000, a decrease of $143,000 or 22% compared to approximately $651,000 for the comparable period last year. Gold consignment fees decreased $105,000 primarily due to the lower average gold price. Interest expense decreased $37,000 due to the Company's principal payments on its long term debt. As a result of the above factors the Company had a net loss for the second quarter ended August 1, 1998 of approximately $216,000 or $.03 per share on 7,148,000 weighted average shares outstanding, compared to a net loss of $1,267,000 or $.16 per share on 7,706,000 weighted average shares outstanding for the comparable period last year. -10- 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 SIX MONTHS ENDED - ---------------------------------------------- AUGUST 1, 1998 AND AUGUST 2, 1997 - --------------------------------- Net sales for the six months ended August 1, 1998 were approximately $57,344,000, an increase of 14% from net sales of approximately $50,224,000 for the comparable period last year. Had it not been for the decrease in the average gold price, $298 versus last year's $343 an ounce, net sales would have increased $12,406,000 or 25%. Gross profit margin increased to approximately 21.4% of net sales for the six months ended August 1, 1998, compared to approximately 17.4% for the comparable period last year. The increase in the gross profit margin as compared to the prior year was primarily due to the change in the lower average gold price as well as a change in the customer and product mix. Selling, general and administrative expenses for the six months ended August 1, 1998 were approximately $11,374,000, an increase of $277,000 or 3% from approximately $11,097,000 for the comparable period last year. The increase is primarily attributable to increases in (i) advertising related expenses and (ii) product and packaging supplies. These increases were primarily due to the Company's increased sales volume. The increases were partially offset by decreases in (i) the provision for bad debts and (ii) costs related to a terminated merger negotiation in the six months ended August 2, 1997. As a percentage of net sales, adjusted for the gold price difference, general and administrative expenses decreased to 18.2% for the six months ended August 1, 1998 from, 22.1% for the comparable period of the prior year. Other income and interest income for the six months ended August 1, 1998 was approximately $192,000, a decrease of $713,000 compared to approximately $905,000 for the comparable period last year. The decrease was primarily due to a gain on the Company's sale of certain intangible assets in May 1997. Other expenses for the six months ended August 1, 1998 were approximately $1,045,000, a decrease of $247,000 or 19% compared to approximately $1,292,000 for the comparable period last year. Interest expense decreased $142,000 due to the Company's principal payments on its long term debt. Gold consignment fees decreased $105,000 primarily due to the lower average gold price. As a result of the above factors the Company had net income for the six months ended August 1, 1998 of approximately $18,000 or $.00 per share on 7,292,000 weighted average shares outstanding, compared to a net loss of $1,690,000 or $.22 per share on 7,787,000 weighted average shares outstanding for the comparable period last year. -11- 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 166,000 ounces of fine gold or (ii) consigned gold with an aggregate value equal to $64,750,000. On August 10, 1998, the Company received approval from a new gold lender which is expected to increase the aggregate ounces of fine gold available to 191,000 ounces with an aggregate value of $70,000,000. 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 1, 1998, the Company held 156,900 ounces of gold on consignment with a market value of $45,333,000. The consignment agreements contain certain restrictive covenants relating to 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 1, 1998, the Company was in compliance with the covenants in its consignment agreements and the Company's owned gold inventory was valued at approximately $2,381,000. 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- 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) - ------------------------------- 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 August 1, 1998, the closing price of gold according to the Second London Gold Fix ranged from a low of $286 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 8.19% 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 1, 1998, the Company was in compliance with the covenants and $10,444,000 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 August 1, 1998, the Company was in compliance with the covenants and $2,228,000 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 1, 1998, there was no amount outstanding under the Line of Credit, due to seasonal borrowings. The Line of Credit currently expires on July 31, 1999, subject to annual renewal. During the six months ended August 1, 1998, the Company provided $3,504,000 of cash from operations. The increase is primarily due to the decreased accounts receivable levels and prepaid expenses which was partially offset by a decrease in accounts payable. During the comparable period of the prior year, the Company used $152,000 of cash from operations, primarily due to higher inventory levels and increased prepaid expenses. -13- 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) - ------------------------------- Cash of $1,103,000 was used for investing activities as compared to $2,772,000 used during the comparable six-month period last year. The decrease is primarily due to the Company's decreased purchases of machinery and equipment. Cash of $2,771,000 was used in financing activities during the six-month period, compared to $2,562,000 used for the comparable period of the prior year. For the balance of fiscal 1999, the Company projects capital expenditures of approximately $400,000. 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. Year 2000 Compliance - -------------------- In 1997 the Company developed, as a strategic corporate goal, a project plan to address the Year 2000 issue and is making progress against that plan as reported monthly to the Company's Executive Management Committee. The project is staffed primarily with members of the Information Systems (IS) Department for coding, and outside consultants are used on an as-needed basis. Most Year 2000 efforts are being made through the use of internal resources or routine software upgrades provided by the Company's software vendors. The Company anticipates maintaining its business application system hardware platform (primarily IBM AS/400's) but replacing or upgrading all affected software. Management expects that the Company will be fully Year 2000 compliant no later than August 1999. Total expenditures related to remediation, testing, conversion and updating system applications are expected to be approximately $310,000 of which approximately $145,000 has been expensed through August 1, 1998. The cost of the Year 2000 project is being expensed as incurred and is not expected to have a material adverse affect on the Company's results of operations, liquidity or capital resources. The costs of the project and the date on which the Company plans to complete the Year 2000 compliance program are based on management's best estimates, which were derived utilizing numerous assumptions of future events including the continued availability of certain resources, third party modification plans and other factors. However, there can be no guarantee that these estimates will be achieved, and actual results could differ materially from these estimates. Specific -14- 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) Year 2000 Compliance (Continued) - -------------------- factors that might cause such material differences include, but are not limited to, the availability and cost of personnel trained in this area, the ability to locate and correct all relevant computer codes and similar uncertainties. Should the Company have a significant business application systems failure or not complete its Year 2000 project, computer related failures in a number of areas including, but not limited to, the failure of the Company's telecommunications, financial, manufacturing or distribution systems could result. The Company believes that the most significant impact would be a short delay in receiving gold shipments or shipping customer orders. The Company does not expect any material impact to operations or financial result from any minor delay. The Company has recently begun examining its relationship with certain key customers and suppliers with whom it has significant business relationships to determine, to the extent practical, the degree that such parties' principal business application systems are Year 2000 compliant or their plans to attain Year 2000 readiness. To the extent the Company's key customers are not Year 2000 compliant before the end of 1999, such customers may lose EDI capabilities in January 2000. If EDI communications are no longer possible, the Company expects to use voice, facsimile, e-mail, or traditional mail communications in order to receive customer orders and process customer invoices. There can be no assurances that the systems of other companies on which the Company's systems rely will also be converted in a timely fashion, or that any such failure would not have an adverse effect on the Company's operations. The predictions are based on Management's reasonable expectations, however, there can be no assurance that these estimates will be achieved. External Year 2000 readiness estimates are subject to greater uncertainty, as the results are outside the direct control of Management. 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," and "Year 2000 Compliance" as a result of any of the following factors: -15- 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 (Continued) - -------------------------- 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. 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. -16- MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES PART II - OTHER INFORMATION Item 1 through Item 4 Not applicable. Item 6. (a) Exhibits -------- 10.1 Letter dated June 18, 1998 among Registrant and Senior Note Holders 10.2 Promissory Note dated July 31, 1998 from Registrant to the Chase Manhattan Bank 27 Financial Data Schedule (b) Reports on Form 8-K ------------------- Not applicable. -17- 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 14, 1998 BY: /s/ ALLAN CORN ------------------------------ Allan Corn Senior Vice President and Chief Financial Officer -18- EXHIBIT INDEX TO FORM 10-Q FOR QUARTER ENDED AUGUST 1, 1998 Exhibit No. Page No. ----------- -------- 10.1 Letter dated June 18, 1998 among Registrant and 20 Senior Note Holders 10.2 Promissory Note dated July 31, 1998 from Registrant 21 to the Chase Manhattan Bank 27 Financial Data Schedule 27 -19- EX-10.1 2 LETTER AMONG REGISTRANT AND SENIOR NOTE HOLDERS Mr. Steve Nelson June 18, 1998 Reliastar Investment Research Inc. 100 Washington Avenue South, Ste. 800 Minneapolis, MN 55401-2121 Dear Steve: As we discussed on the phone today, we need to clarify further the waiver letter of April 14. As acknowledged in your waiver letter, Michael Anthony took a special one-time charge of $4.5 million in the fourth quarter of fiscal year 1998. This caused us to need a waiver of the Fixed Charge Ratio requirements for the fiscal year ending January 31, 1998 and the following three quarter periods of May 2, 1998, August 1, 1998 and October 31, 1998. From an accounting point of view, this charge has the effect of reducing the Company's current assets by approximately $3 million ($4.5 million charge less tax refund receivable of $1.5 million). The result is that the Company's working capital is penalized by $3 million. We project that this will cause us to have a working capital below the required $36 million at the end of our next fiscal quarter, August 1, 1998. Compounding the foregoing is the fact that the first $1 million payment of the 1995 notes will move up to the current liabilities section of our balance sheet on that same date. As you know, this has the effect of reducing our working capital by an additional $1 million. Clearly this was an oversight. Had we foreseen this, you would have included this in your waiver letter. Accordingly, it is understood by all that we would be considered to be in compliance with the Working Capital Requirement as long as we have $33 million in working capital through our fiscal year ending January 30, 1999. Thanks for your understanding. Please signify your acceptance of this clarification by signing off and forwarding this letter to Holly Thompson at Royal Maccabees and Steve Harkness at Farm Bureau for their signatures. Very truly yours, RELIASTAR INSURANCE COMPANY OF NEW YORK NORTHERN LIFE INSURANCE COMPANY /s/ Michael A. Paolercio BY: /s/ Steve Nelson -------------------------- ----------------------------------- Michael A. Paolercio Steve Nelson Senior Vice President and Treasurer ROYAL MACCABEES INSURANCE CO. MAP/gj map\waiver BY: /s/ Leonard D. Davenport ----------------------------------- Leonard D. Davenport FARM BUREAU MUTUAL INSURANCE COMPANY FARM BUREAU LIFE INSURANCE COMPANY BY: /s/ Steve Harkness ----------------------------------- Steve Harkness EX-10.2 3 PROMISSORY NOTE PROMISSORY NOTE $15,000,000 New York, New York July 31, 1998 FOR VALUE RECEIVED, MICHAEL ANTHONY JEWELERS, INC. (the "DEBTOR"), HEREBY PROMISES TO PAY to the order of THE CHASE MANHATTAN BANK, formerly know as Chemical Bank (the "Bank"), at its offices located at 10 111 West 40th Street, New York, New York, or at such other place as the Bank or any holder hereof may from time to time designate, the principal sum of FIFTEEN MILLION DOLLARS ($15,000,000), or such lesser amount as may constitute the outstanding balance hereof, in lawful money of the United States, on the Maturity Date (as hereinafter defined) set forth on the Grid Schedule attached hereto (or earlier as hereinafter referred to), and to pay interest in like money at such office or place from the date hereof on the unpaid principal balance of each Loan (as hereinafter defined) made hereunder at a rate equal to the Applicable Interest Rate (as hereinafter defined) for such Loan, which shall be payable on the last day of the Interest Period relating to such Loan and, if such Interest Period is greater than three (3) months, at three (3) month intervals after such Loan is made, until such Loan shall be due and payable (whether at maturity, by acceleration or otherwise) and thereafter, on demand. Interest after maturity shall be payable at a rate two percent (2%) per annum above the Bank's Prime Rate which rate shall be computed for actual number of days elapsed on the basis of a 360-day year and shall be adjusted as of the date of each such change, but in no event higher than the maximum permitted under applicable law. "Prime Rate" shall mean the rate of interest as is publicly announced at the Bank's principal office from time to time as its Prime Rate. INTEREST/GRID SCHEDULE The Bank is authorized to enter on the Grid Schedule attached hereto (i) the amount of each Loan made from time to time hereunder, (ii) the date on which each Loan is made, (iii) the date on which each Loan shall be due and payable to the Bank which in no event shall be later than July 31, 1999 (the "Maturity Date"), (iv) the interest rate agreed between the Debtor and the Bank as the interest rate to be paid to the Bank on each Loan (each such rate, the "Applicable Interest Rate"), which rate, at the Debtor's option in accordance herewith, shall be at (a) the Prime Rate (the "Prime Rate Loan(s)"), (b) a fixed rate of interest determined by and available at the Bank in its sole discretion (the "Fixed Rate") for the applicable Interest Period (the "Fixed Rate Loan(s)") or (c) the Adjusted Eurodollar Rate (as hereafter defined) plus 2.5% (the "Eurodollar Loan"), (v) the amount of each payment made hereunder, and (vi) the outstanding principal balance of the Loans hereunder from time to time, all of which entries, in the absence of manifest error, shall be rebuttably presumed correct and binding on the Debtor; provided, however, that the failure of the Bank to make any such entries shall not relieve the Debtor from its obligation to pay any amount due hereunder. -1- PREPAYMENT The Debtor shall not have the right to prepay any Loan, other than Loans based on the Prime Rate, prior to the Maturity Date of such Loan. Except with respect to Prime Rate Loans, in the event the Debtor does prepay a Loan prior to the Maturity Date, the Debtor shall reimburse the Bank on demand for any loss incurred or to be incurred by it in the reemployment of the funds released by any prepayment. DISCRETIONARY LOANS BY THE BANK The Bank may lend, in its sole discretion in each instance, such amounts (each a "Loan" and collectively the "Loans") as may be requested by the Debtor hereunder, which Loans shall in no event exceed $15,000,000 in aggregate principal amount outstanding at any time. Any Eurodollar Loan shall be in a minimum principal amount of $500,000 and in increments of $100,000. Each such request for a Loan shall be made by any officer of the Debtor or any person designated in writing by any such officer, all of which are hereby designated and authorized by the Debtor to request Loans and agree to the terms thereof (including without limitation the Applicable Interest Rate and Maturity Date with respect thereto). The Debtor shall give the Bank notice at least three (3) Business Days prior to the date hereof and the end of each Interest Period (as hereafter defined) specifying whether the Loan shall bear interest at the Prime Rate, the Fixed Rate or the Eurodollar Rate and the Interest Period applicable thereto. In the event the Debtor shall fail to provide such notice, the Loan shall be deemed to bear interest at the applicable Prime Rate and shall have an Interest Period of one month. The principal amount of each Loan shall be prepaid on the earlier to occur of the Maturity Date applicable thereto, or the date upon which the entire unpaid balance hereof shall otherwise become due and payable. INCREASED COST If at any time after the date hereof, the Board of Governors of the Federal Reserve System or any political subdivision of the United States of America or any other government, governmental agency or central bank shall impose or modify any reserve or capital requirement on or in respect of loans made by or deposits with the Bank or shall impose on the Bank or the Eurodollar market any other conditions affecting Fixed Rate Loans or Eurodollar Loans, and the result of the foregoing is to increase the cost to (or, in the case of Regulation D, to impose a cost on) the Bank of making or maintaining any Fixed Rate Loans or Eurodollar Loans or to reduce the amount of any sum receivable by the Bank in respect thereof, by an amount deemed by the Bank to be material, then, within 30 days after notice and demand by the Bank, the Debtor shall pay to the Bank such additional amounts as will compensate the Bank for such increased cost or reduction; provided, that the Debtor shall not be obligated to compensate the Bank for any increased cost resulting from the application of Regulation D as required by the definition of Adjusted Eurodollar Rate. Any such obligation by the Debtor to the Bank shall not be due and owing until the Bank has delivered written notice to the Debtor. Failure by the Bank to provide such notice shall not be deemed a waiver of any of its rights hereunder. A certificate of the Bank -2- claiming compensation hereunder and setting forth the additional amounts to be paid to it hereunder and the method by which such amounts were calculated shall be conclusive in the absence of manifest error. INDEMNITY The Debtor shall indemnify the Bank against any loss or expense which the Bank may sustain or incur as a consequence of the occurrence of any Event of Default or any loss or reasonable expense sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain any Fixed Rate Loan or Eurodollar Loan or any part thereof the Bank may sustain or incur as a consequence of any default in payment of the principal amount of the Loan or any part thereof or interest accrued thereon. The Bank shall provide to the Debtor a statement, supported where applicable by documentary evidence, explaining the amount of any such loss or expense, which statement shall be conclusive absent manifest error. CHANGE IN LEGALITY (a) Notwithstanding anything to the contrary contained elsewhere in this Note, if any change after the date hereof in any law or regulation or in the interpretation thereof by any governmental authority charged with the administration thereof shall make it unlawful (based on the opinion of any counsel, whether in-house, special or general, for the Bank) for the Bank to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by written notice to the Debtor by the Bank, the Bank may require that all outstanding Eurodollar Loans made hereunder be converted to Prime Loans, whereupon all such Eurodollar Loans shall be automatically converted to Prime Loans as of the effective date of such notice as provided in paragraph (b) below. (b) For purposes of this Section, a notice to the Debtor by the Bank pursuant to paragraph (a) above shall be effective, if lawful and if any Eurodollar Loans shall then be outstanding, on the last day of the then current Interest Period; otherwise, such notice shall be effective on the date of receipt by the Debtor. EVENTS OF DEFAULT If the Debtor shall default in the punctual payment of any sum payable with respect to, or in the observance or performance of any of the terms and conditions of this Note, or any other agreement with or in favor of the Bank, or if a default or event of default that is accelerated shall occur for any reason under any such agreement, or in the event of default in any other indebtedness of the Debtor in excess of $100,000, or if the Bank shall, in its sole discretion, consider any of the obligations of the Debtor hereunder insecure, or if any warranty, representation or statement of fact made in writing to the Bank at any time by an officer, agent or employee of the Debtor is false or misleading in any material respect when made, or if the Debtor refuses upon the request of the Bank to furnish any information or to permit inspection of any of -3- its books or records within a reasonable amount of time, or if the Debtor shall be dissolved or shall fail to maintain its existence in good standing, or if the usual business of the Debtor shall be suspended or terminated, or if any levy, execution, seizure, attachment or garnishment shall be issued, made or filed on or against any material portion of the property of the Debtor, or if the Debtor shall become insolvent (however defined or evidenced), make an assignment for the benefit of creditors or make or send a notice of intended bulk transfer, or if a committee of creditors is appointed for, or any petition or proceeding for any relief under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, receivership, liquidation or dissolution law or statute now or hereafter in affect (whether at law or in equity) is filed or commenced by or against the Debtor or any material portion of its property which, if such petition or proceeding for relief is involuntarily commenced, shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof, or if any trustee or receiver is appointed for the Debtor or any such property, then and in any such event, in addition to all rights and remedies of the Bank under applicable law and otherwise, all such rights and remedies cumulative, not exclusive and enforceable alternatively, successively and concurrently, the Bank may, at its option, declare any and all of the amounts owing under this Note to be due and payable, whereupon the maturity of the then unpaid balance hereof shall be accelerated and the same, together with all interest accrued hereon, shall forthwith become due and payable. DEFINITIONS A. ADJUSTED EURODOLLAR RATE "Adjusted Eurodollar Rate" shall mean, with respect to any Eurodollar Loan for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/8 of 1 %) equal to the product of (i) the Eurodollar Rate in effect for such Interest Period and (ii) Statutory Reserves. "Eurodollar Rate" shall mean, with respect to any Eurodollar Loan for any Interest Period, the rate (rounded upwards, if necessary, to the next 1/8 of 1 % at which dollar deposits approximately equal in principal amount to the Bank's Eurodollar Loan and for the maturity equal to the applicable Interest Period are offered by the Bank in immediately available funds in an Interbank Market for Eurodollars at approximately 11:00 a.m., New York City time, two Business Days prior to the commencement of such Interest Period. B. BUSINESS DAY A "Business Day" shall mean any day other than a Saturday, Sunday or other day on which the Bank is authorized or required by law or regulation to close, and which is a day on which actions in dollar deposits are being carried out in London, England for Eurodollar Loans and New York City for Fixed Rate Loans and Prime Loans. -4- C. INTEREST PERIOD i) For Eurodollar Loans, "Interest Period" shall mean the period commencing on the date of such Loan and ending 1, 2, 3 or 6 months (as selected by the Debtor and recorded on the grid attached hereto) after the date of such Loan, however, the Interest Period shall not extend past the Maturity Date. i. For Fixed Rate Loans, "Interest Period" shall mean the period requested by the Debtor and agreed to by the Bank, as available, however, the Interest Period shall not extend past the Maturity Date. ii. For Prime Loans, "Interest Period" shall mean the period agreed to by the parties hereto, however, the Interest Period shall not extend past the Maturity Date. If any Interest Period would end on a day which shall not be a Business Day, such Interest Period shall be extended to the next succeeding Business Day. D. STATUTORY RESERVES "Statutory Reserves" shall mean a fraction (expressed as a decimal) the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including, without limitation, any marginal, special emergency or supplemental reserves) expressed as a decimal established by the Board of Governors of the Federal Reserve System and any other banking authority to which the Bank is subject, (a) with respect to the Adjusted Certificate of Deposit Rate, for new negotiable time deposits in dollars of over $100,000 with maturities approximately equal to the applicable Interest Period, and (b) with respect to the Adjusted Eurodollar Rate, for Eurocurrency Liabilities as defined in Regulation D. Eurodollar Loans shall be deemed to constitute Eurocurrency Liabilities and as such shall be deemed to be subject to such reserve requirements without benefit of or credit for proration, exceptions or offsets which may be available from time to time to the Bank under such Regulation D. Statutory Reserves shall be adjusted automatically on and as of the effective date of any change in any reserve percentage. MISCELLANEOUS The Debtor hereby waives diligence, demand, presentment, protest and notice of any kind, and assents to extensions of the time of payment, release, surrender or substitution of security, or forbearance or other indulgence, without notice. -5- This Note may not be changed, modified or terminated orally, but only by an agreement in writing signed by the party to be charged and consented to in writing by the party hereof. In the event the Bank or any holder hereof shall refer this Note to an attorney for collection, the Debtor agrees to pay, in addition to unpaid principal and interest, all the costs and expenses incurred in attempting or effecting collection hereunder, including reasonable attorney's fees, whether or not suit is instituted. In the event of any litigation with respect to this Note, THE BORROWER WAIVES THE RIGHT TO A TRIAL BY JURY and all rights of setoff and rights to interpose counter-claims and cross-claims. The Debtor hereby irrevocably consents to the jurisdiction of the courts of the State of New York and of any Federal court located in such State in connection with any action or proceeding arising out of or relating to this Note. The execution and delivery of this Note has been authorized by the Board of Directors and by any necessary vote or consent of the stockholders of the Debtor. The Debtor hereby authorizes the Bank to complete this Note in any particulars according to the terms of the loan evidenced hereby. This Note shall be governed by and construed in accordance with the laws of the State of New York applicable to contract made and to be performed in such State, and shall be binding upon the successors and assigns of the Debtor and inure to the benefit of the Bank, its successors, endorsees and assigns. If any term or provision of this Note shall be held invalid, illegal or unenforceable the validity of all other terms and provisions hereof shall in no way be affected thereby. MICHAEL ANTHONY JEWELERS, INC. By: /s/ Michael A. Paolercio ------------------------- Title: Treasurer By: /s/ Allan Corn ------------------------- Title: Chief Financial Officer -6- EX-27 4 FDS --
5 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. 0000799515 MICHAEL ANTHONY JEWELERS, INC. 1 U.S. Dollars 6-MOS JAN-31-1998 FEB-2-1998 AUG-01-1998 1 6,377 0 18,684 (753) 14,233 42,582 43,471 26,036 61,287 8,082 0 0 0 8 41,907 61,287 57,344 57,344 45,088 45,088 11,182 0 1,045 29 11 18 0 0 0 18 0 0
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