UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 7, 2010
Finlay Enterprises, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-25716 13-3492802
(State or other jurisdiction
of incorporation) (Commission
File Number) (IRS Employer
Identification No.)
1350 Avenue of the Americas, New York, New York 10019
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (212) 661-7803
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 7.01. Regulation FD Disclosure
On July 7, 2010, Finlay Enterprises, Inc. (the “ Registrant ”) and a wholly-owned subsidiary of the Registrant, Finlay Fine Jewelry Corporation (together with the Registrant, the “ Debtors ”) filed their unaudited monthly operating report for the fiscal month ended May 31, 2010 (the “ Monthly Operating Report ”), with the United States Bankruptcy Court for the Southern District of New York (the “ Bankruptcy Court ”) ( In re Finlay Enterprises Inc ., Case No. 09-14873 (JMP)). A copy of the Monthly Operating Report is contained in the attached Exhibit 99.1 and is incorporated herein by reference.
Cautionary Statement Regarding Financial and Operating Data
The Registrant cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Registrant. The Monthly Operating Report has been prepared solely for the purpose of complying with the Operating Guidelines and Reporting Requirements for Debtors in Possession and Trustees (Revised 2/1/08) established by the Office of the United States Trustee for the Southern District of New York in accordance with 28 U.S.C. § 586(a)(3) . The Monthly Operating Reports is limited in scope and only covers a limited time period.
The financial statements in the Monthly Operating Report were not audited or reviewed by independent accountants and were not prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The Monthly Operating Report presents condensed financial information of the Debtors.
There can be no assurance that, from the perspective of an investor or potential investor in the Registrant’s securities, the Monthly Operating Report is complete. The Monthly Operating Report may be subject to future adjustment and reconciliation. The Monthly Operating Report also contains information for periods which are shorter or otherwise different from those required in the Registrant’s reports pursuant to the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), and such information might not be indicative of the Registrant’s financial condition or operating results for the period that would be reflected in the Registrant’s financial statements or in its reports pursuant to the Exchange Act. The information set forth in the Monthly Operating Report should not be viewed as indicative of future results.
The Monthly Operating Report and additional information about the Registrant’s filing under chapter 11 of title 11 of the United States Code, including access to court documents and other general information about the chapter 11 cases, are available online at the Registrant’s case administration website located at http://chapter11.epiqsystems.com/finlay.
Limitation on Incorporation by Reference
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 is being furnished for informational purposes only and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing. The filing of this Form 8-K shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by Regulation FD.
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Item9 .01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit Number Description
99.1 Finlay Enterprises, Inc. Monthly Operating Report for the fiscal month ended May 31, 2010, filed with the United States Bankruptcy Court for the Southern District of New York.
Forward-Looking Statements
This Form 8-K may contain “forward-looking statements” which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Words such as “will,” “expects,” “believes”, “may” and similar expressions are used to identify these forward-looking statements. Such forward-looking statements are based on the Registrant’s current expectations and beliefs, are not a guarantee of future performance and involve known and unknown risks, uncertainties and other factors. Actual results, performances or achievements may differ materially from those contained in, or implied by, these forward-looking statements, depending upon a variety of factors including, in particular, the risks and uncertainties described in the Registrant’s filings with the Securities and Exchange Commission. Factors that could cause actual results to differ materially from those projected in such forward-looking statements include, without limitation: (i) the Registrant’s ability to obtain court approval with respect to motions in the chapter 11 proceedings; (ii) Bankruptcy Court rulings in the chapter 11 cases and the outcome of the proceedings in general; (iii) risks associated with third party motions in the chapter 11 proceedings, and (iv) the impact of uncertainties of litigation as well as other risks described under “Risk Factors” and elsewhere in the Registrant’s Annual Report on Form 10-K and subsequent filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Registrant undertakes no obligation to release publicly any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. The inclusion of any statement in this Form 8-K does not constitute an admission by the Registrant or any other person that the events or circumstances described in such statement are material.
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 hereunto duly authorized.
FINLAY ENTERPRISES, INC.
Date: July 7, 2010
By: /s/ Bruce E. Zurlnick
Bruce E. Zurlnick
Senior Vice President, Treasurer and Chief Financial Officer
3
EXHIBIT 99.1
GENERAL NOTES TO MAY 2010
MONTHLY OPERATING REPORT
General:
The report includes all activity for all Debtors in these jointly administered cases.
Notes to MOR's
These schedules and statements contain financial information that has been taken from the books and records of the Debtors. The amounts reflected in these financial statements are unaudited. These financial statements are prepared on a consolidated basis.
FORM MOR
7/7/2010
Page 1 of 13
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UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
In re Finlay Enterprises, Inc. Case No. 09-14873 through 14880
Debtor Reporting Period: May 2010
Federal Tax I.D. # 13-3492802
CORPORATE MONTHLY OPERATING REPORT
File with the Court and submit a copy to the United States Trustee within 20 days after the end of the month and submit a copy of the report to any official committee appointed in the case.
(Reports for Rochester and Buffalo Divisions of Western District of New York are due 15 days after the end of the month, as are the reports for Southern District of New York.)
REQUIRED DOCUMENTS Form No. Document Attached Explanation Attached Affidavit/Supplement
Attached
Schedule of Cash Receipts and Disbursements MOR-1 Y
Bank Reconciliation (or copies of debtor's bank reconciliations) MOR-1 (CONT) N 1
Copies of bank statements N 1
Cash disbursements journals N 1
Statement of Operations MOR-2 Y
Balance Sheet MOR-3 Y
Status of Post-petition Taxes MOR-4 N Y
Copies of IRS Form 6123 or payment receipt N 1
Copies of tax returns filed during reporting period N 1
Summary of Unpaid Post-petition Debts MOR-4 Y
Listing of Aged Accounts Payable Y 2
Accounts Receivable Reconciliation and Aging MOR-5 N 3
Taxes Reconciliation and Aging MOR-5 N 4
Payments to Insiders and Professionals MOR-6 Y
Post Petition Status of Secured Notes, Leases Payable MOR-6 Y
Debtor Questionnaire MOR-7 Y
I declare under penalty of perjury (28 U.S.C. Section 1746) that this report and the attached documents are true and correct to the best of my knowledge and belief.
Signature of Debtor /s/ Bruce E. Zurlnick Date: July 7, 2010
Signature of Authorized Individual* /s/ Bruce E. Zurlnick Date: July 7, 2010
Printed Name of Authorized Individual Bruce E. Zurlnick Date: July 7, 2010
*Authorized individual must be an officer, director or shareholder if debtor is a corporation; a partner if debtor is a partnership; a manager or member if debtor is a limited liability company.
1 - Due to their voluminous nature, these documents are not attached but are available from the Debtors upon request.
2 - The Debtor does not have the ability to age the Accounts Payble data and therefore just the total amount due to each creditor is included.
3 -
Accounts Receivable is comprised of a $1.3 million receivable from Gottschalk's for which we have set up an uncollectible reserve of 90%, as Gottschalk's filed for bankruptcy in January 2009.
4 - Not applicable.
Note: The debtor's fiscal month of May 2010 covers the period from May 2, 2010 through May 31, 2010.
FORM MOR
7/7/2010
Page 2 of 13
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In re Finlay Enterprises, Inc. Case No. 09-14873 through 14880
Debtor Reporting Period: May 2010
SCHEDULE OF CASH RECEIPTS AND DISBURSEMENTS (1)
Amounts reported should be from the debtor’s books and not the bank statement. The beginning cash should be the ending cash from the prior month or, if this is the first report, the amount should be the balance on the date the petition was filed. The amounts reported in the "CURRENT MONTH - ACTUAL” column must equal the sum of the four bank account columns. Attach copies of the bank statements and the cash disbursements journal. The total disbursements listed in the disbursements journal must equal the total disbursements reported on this page. A bank reconciliation must be attached for each account. [See MOR-1CONTINUED]
ACCOUNT FISCAL
MAY 2010 CUMULATIVE FILING TO DATE ACTUAL
(TOTAL OF ALL ACCOUNTS)
CASH BEGINNING OF MONTH (2) 83,236,000 5,158,000
RECEIPTS
CASH SALES 279,000 159,063,000
PROCEEDS FROM GORDON BROTHERS FOR LIQUIDATION GUARANTEE 99,709,000
TOTAL RECEIPTS 279,000 258,772,000
DISBURSEMENTS
MERCHANDISE 0 2,414,000
PAYROLL AND PAYROLL TAXES 2,061,000 42,916,000
RENT & OTHER OCCUPANCY 74,000 17,838,000
SALES & OTHER TAXES 227,000 24,867,000
SELLING, GENERAL & ADMINISTRATIVE 220,000 20,260,000
REVOLVER & BOND INTEREST 0 1,914,000
RESTRUCTURING PROFESSIONAL FEES INCLUDING LIQUIDATOR FEES, NET OF COMPANY'S SHARE OF AUGMENT GROSS MARGIN 569,000 6,949,000
LOAN REPAYMENTS TO GE & 2nd LIEN NOTE REPAYMENT 0 62,957,000
FUND LC COLLATERAL 0 3,451,000
TOTAL DISBURSEMENTS 3,151,000 183,566,000
NET CASH FLOW (2,872,000) 75,206,000
(RECEIPTS LESS DISBURSEMENTS)
CASH – END OF MONTH (2) 80,364,000 80,364,000
THE FOLLOWING SECTION MUST BE COMPLETED
DISBURSEMENTS FOR CALCULATING U.S. TRUSTEE QUARTERLY FEES: (FROM CURRENT MONTH ACTUAL COLUMN)
TOTAL DISBURSEMENTS FISCAL
MAY 2010 CUMULATIVE FILING TO DATE ACTUAL (TOTAL OF ALL ACCOUNTS)
LESS: TRANSFERS TO OTHER DEBTOR IN POSSESSION ACCOUNTS 3,151,000 183,566,000
PLUS: ESTATE DISBURSEMENTS MADE BY OUTSIDE SOURCES (i.e. from escrow accounts) 0 0
TOTAL DISBURSEMENTS FOR CALCULATING U.S. TRUSTEE QUARTERLY FEES 3,151,000 183,566,000
1 - We track cash receipts and disbursements on a consolidated basis and not by individual bank accounts.
2 - Excludes add back of A/P Overdraft (GAAP adjustment) and credit card receivables.
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