--------------------------------------------------------------------------------
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 29, 2002
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
--------------- ---------------
Commission file number 1-13970
CHROMCRAFT REVINGTON, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 35-1848094
------------------------------- ---------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1100 North Washington Street, Delphi, IN 46923
--------------------------------------------------------------------------
(Address, including zip code, of registrant's principal executive offices)
(765) 564-3500
----------------------------------------------------
(Registrant's telephone number, including area code)
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 [ ]
The number of shares outstanding for each of the registrant's classes of common
stock, as of the latest practicable date:
Common Stock, $.01 par value -- 6,030,790 shares as of August 12, 2002
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INDEX
Page Number
-----------
PART I. Financial Information
Item 1. Financial Statements (unaudited)
Condensed Consolidated Statements of Earnings (Loss) -
Three and Six Months Ended June 29, 2002 and June 30, 2001. 3
Condensed Consolidated Balance Sheets - June 29, 2002,
June 30, 2001 and December 31, 2001........................ 4
Condensed Consolidated Statement of Stockholders' Equity for
the Six Months Ended June 29, 2002......................... 5
Condensed Consolidated Statements of Cash Flows - Six
Months Ended June 29, 2002 and June 30, 2001............... 6
Notes to Condensed Consolidated Financial Statements....... 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations........................ 11
Item 3. Quantitative and Qualitative Disclosures About Market Risk. 14
PART II. Other Information
Item 4. Submission of Matters to a Vote of Security Holders........ 14
Item 6. Exhibits and Reports on Form 8-K........................... 15
Signatures............................................................... 15
2
PART I
Item 1. Financial Statements
Condensed Consolidated Statements of Earnings (Loss) (unaudited)
Chromcraft Revington, Inc.
(In thousands, except per share data)
Three Months Ended Six Months Ended
----------------------- ------------------------
June 29, June 30, June 29, June 30,
2002 2001 2002 2001
--------- --------- --------- ---------
Sales $ 54,660 $ 53,893 $ 115,474 $ 119,687
Cost of sales 42,848 42,525 90,170 93,625
--------- --------- --------- ---------
Gross margin 11,812 11,368 25,304 26,062
Selling, general and administrative expenses 7,772 7,097 15,768 15,757
--------- --------- --------- ---------
Operating income 4,040 4,271 9,536 10,305
Interest expense 542 194 669 504
--------- --------- --------- ---------
Earnings before income taxes and cumulative
effect of a change in accounting principle 3,498 4,077 8,867 9,801
Income tax expense 1,329 1,591 3,369 3,823
--------- --------- --------- ---------
Earnings before cumulative effect of a
change in accounting principle 2,169 2,486 5,498 5,978
Cumulative effect of a change in accounting
principle (net of tax benefit) -- -- (26,727) --
--------- --------- --------- ---------
Net earnings (loss) $ 2,169 $ 2,486 $ (21,229) $ 5,978
========= ========= ========= =========
Earnings per share of common stock
before cumulative effect of a change
in accounting principle
Basic $ .54 $ .26 $ .87 $ .62
Diluted $ .52 $ .26 $ .86 $ .62
Earnings (loss) per share of common
stock after cumulative effect of a
change in accounting principle
Basic $ .54 $ .26 $ (3.37) $ .62
Diluted $ .52 $ .26 $ (3.37) $ .62
Shares used in computing earnings per share
Basic 4,031 9,573 6,299 9,573
Diluted 4,178 9,695 6,407 9,700
See accompanying notes to condensed consolidated financial statements.
3
Condensed Consolidated Balance Sheets (unaudited)
Chromcraft Revington, Inc.
(In thousands)
June 29, June 30, December 31,
2002 2001 2001
-------- -------- ------------
Assets
Cash and cash equivalents $ -- $ -- $ 8,207
Accounts receivable 24,444 25,663 21,025
Inventories 43,909 52,082 43,595
Other assets 5,673 4,244 5,112
-------- -------- --------
Current assets 74,026 81,989 77,939
Property, plant and equipment, net 40,428 43,452 42,107
Goodwill -- 28,832 28,180
Other long-term assets 1,772 485 842
-------- -------- --------
Total assets $116,226 $154,758 $149,068
======== ======== ========
Liabilities and Stockholders' Equity
Accounts payable $ 8,337 $ 5,740 $ 5,600
Accrued liabilities 13,881 12,463 12,068
Current portion of bank debt 5,000 -- --
-------- -------- --------
Current liabilities 27,218 18,203 17,668
Bank debt 38,900 9,400 --
Other long-term liabilities 10,182 10,932 10,656
-------- -------- --------
Total liabilities 76,300 38,535 28,324
Stockholders' equity 39,926 116,223 120,744
-------- -------- --------
Total liabilities and stockholders' equity $116,226 $154,758 $149,068
======== ======== ========
See accompanying notes to condensed consolidated financial statements.
4
Condensed Consolidated Statement of Stockholders' Equity (unaudited)
Chromcraft Revington, Inc.
(In thousands, except share data)
Capital in Unearned Unearned Total
Common Excess of ESOP Stock Option Retained Treasury Stockholders'
Stock Par Value Shares Compensation Earnings Stock Equity
-------------------------------------------------------------------------------------------------
Balance at January 1, 2002 $ 112 $ 11,908 $ - $ - $ 126,844 $ (18,120) $ 120,744
Repurchase and cancellation
of common stock
(3,695,418 shares) (37) - - - (40,545) - (40,582)
ESOP stock purchase
(2,000,000 shares) - - (20,000) - - - (20,000)
Exercise of stock options
(89,080 shares) 1 654 - - - - 655
ESOP compensation expense - 83 197 - - - 280
Unearned stock option
compensation - 754 - (754) - - -
Stock option compensation
expense - - - 58 - - 58
Net loss - - - - (21,229) - (21,229)
----------- ----------- ----------- ----------- ----------- ----------- -----------
Balance at June 29, 2002 $ 76 $ 13,399 $ (19,803) $ (696) $ 65,070 $ (18,120) $ 39,926
=========== =========== =========== =========== =========== =========== ===========
See accompanying notes to condensed consolidated financial statements.
5
Condensed Consolidated Statements of Cash Flows (unaudited)
Chromcraft Revington, Inc.
(In thousands)
Six Months Ended
-----------------------
June 29, June 30,
2002 2001
-------- --------
Operating Activities
Net earnings (loss) $(21,229) $ 5,978
Adjustments to reconcile net earnings (loss) to net cash
provided by operating activities
Depreciation and amortization 2,443 3,036
Loss on disposal of property, plant and equipment 100 --
Deferred income taxes (180) 139
Non-cash goodwill impairment loss 26,727 --
Non-cash ESOP expense 280 --
Stock option compensation expense 58 --
Changes in assets and liabilities
Accounts receivable (3,419) (111)
Inventories (314) 3,297
Accounts payable and accrued liabilities 4,564 (1,965)
Other (346) 74
-------- --------
Cash provided by operating activities 8,684 10,448
-------- --------
Investing Activities
Capital expenditures (983) (1,099)
Proceeds on disposal of property, plant and equipment 119 10
-------- --------
Cash used by investing activities (864) (1,089)
-------- --------
Financing Activities
Net borrowing (repayment) under bank debt 43,900 (9,800)
Purchase of common stock by ESOP (20,000) --
Stock repurchase and related costs (40,582) --
Proceeds from exercise of stock options 655 --
-------- --------
Cash used by financing activities (16,027) (9,800)
-------- --------
Decrease in cash and cash equivalents (8,207) (441)
Cash and cash equivalents at beginning of period 8,207 441
-------- --------
Cash and cash equivalents at end of period $ -- $ --
======== ========
See accompanying notes to condensed consolidated financial statements.
6
Notes to Condensed Consolidated Financial Statements (unaudited)
Chromcraft Revington, Inc.
June 29, 2002
Note 1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by accounting principles generally accepted in the United
States for complete financial statement presentation.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three and six month periods ended June 29, 2002 are
not necessarily indicative of the results that may be expected for the year
ending December 31, 2002.
The balance sheet at December 31, 2001 has been derived from the audited
financial statements at that date but does not include all information and
footnotes required by generally accepted accounting principles for complete
financial statements.
For further information, refer to the consolidated financial statements and
footnotes thereto included in Chromcraft Revington's annual report on Form 10-K
for the year ended December 31, 2001.
Note 2. Goodwill Impairment Loss
Chromcraft Revington adopted Financial Accounting Standards Board Statement No.
142, Goodwill and Other Intangible Assets ("Statement 142") effective January 1,
2002 and recorded a non-cash transition charge of $26,727,000 (net of tax
benefit), or $4.24 loss per share for the six months ended June 29, 2002, for
impairment of goodwill. The charge was recorded as a cumulative effect of a
change in accounting principle.
On January 1, 2002, the Company's fair value (based on quoted market prices) was
less than the carrying value of its net assets, including goodwill, which
indicated an impairment of goodwill. Under Statement 142, fair value was
allocated to the assets and liabilities of the Company based on the purchase
accounting method. This calculation indicated that the full amount of goodwill
was impaired at the date of adoption of Statement 142.
7
The following table presents earnings before the cumulative effect of a change
in accounting principle for the three and six months ended June 29, 2002 as
compared to the prior year periods, after adjustment for goodwill amortization.
(in thousands, except per share amounts)
---------------------------------------------------------
Three Months Ended Six Months Ended
---------------------------------------------------------
June 29, June 30, June 29, June 30,
2002 2001 2002 2001
--------- --------- --------- ---------
Earnings before cumulative effect of a
change in accounting principle
As reported $ 2,169 $ 2,486 $ 5,498 $ 5,978
Goodwill amortization
(net of tax benefit) -- 290 -- 578
--------- --------- --------- ---------
Adjusted $ 2,169 $ 2,776 $ 5,498 $ 6,556
========= ========= ========= =========
Basic earnings per share before
cumulative effect of a change
in accounting principle
As reported $ .54 $ .26 $ .87 $ .62
Goodwill amortization
(net of tax benefit) -- .03 -- .06
--------- --------- --------- ---------
Adjusted $ .54 $ .29 $ .87 $ .68
========= ========= ========= =========
Diluted earnings per share before
cumulative effect of a change in
accounting principle
As reported $ .52 $ .26 $ .86 $ .62
Goodwill amortization
(net of tax benefit) -- .03 -- .06
--------- --------- --------- ---------
Adjusted $ .52 $ .29 $ .86 $ .68
========= ========= ========= =========
Note 3. Stockholders' Equity
On March 15, 2002, Chromcraft Revington and the Chromcraft Revington Employee
Stock Ownership Trust (the "ESOP Trust"), which forms a part of the Chromcraft
Revington Employee Stock Ownership Plan (the "ESOP"), completed the purchase of
5,695,418 shares of common stock of Chromcraft Revington, comprising
approximately 59% of Chromcraft Revington's issued and outstanding shares of
common stock on such date, from Court Square Capital Limited ("Court Square"),
an affiliate of Citigroup Inc. With respect to the shares of common stock
purchased from Court Square, 3,695,418 shares were repurchased by Chromcraft
Revington (the "Company Stock Transaction") and 2,000,000 shares were purchased
by the ESOP Trust (the "ESOP Stock Transaction" and together with the Company
Stock Transaction being referred to herein as the "Transaction"). Chromcraft
Revington and the ESOP Trust each paid $10 per share for the shares acquired
from Court Square for a total purchase price of $56,954,180. In addition,
Chromcraft Revington paid Court Square and its designee an aggregate transaction
fee of $2,800,000.
The funds required to pay the total consideration and certain related expenses
of the Transaction were obtained using available cash and borrowings of
approximately $45,000,000 under bank financing. Chromcraft Revington loaned
$20,000,000 to the ESOP Trust to finance the ESOP Stock Transaction. Immediately
following consummation of the Transaction, the ESOP Trust held approximately
33.6% of the issued and outstanding shares
8
of Chromcraft Revington's common stock. See Notes 4 and 5, "Bank Debt" and
"Employee Stock Ownership Plan," for additional information on the Company's
bank financing and the ESOP.
Note 4. Bank Debt
On March 12, 2002, Chromcraft Revington entered into a $75,000,000 bank credit
agreement (the "Credit Facility") with a group of banks. The Credit Facility
provides for a $25,000,000 term loan and a $50,000,000 revolving credit line.
The term loan has a five-year term and is payable in quarterly installments of
$1,250,000. The revolving credit line expires on March 13, 2007. The interest
rate under the Credit Facility is determined at the time of borrowing at either
the prime rate or LIBOR plus a spread based on a leverage ratio. At June 29,
2002, the Company had approximately $26,000,000 in unused availability under the
revolving credit line portion of the Credit Facility. The weighted average
interest rate on borrowings outstanding as of June 29, 2002 was 3.6%. The Credit
Facility requires compliance with certain financial loan covenants related to
net worth, fixed charge coverage and debt leverage. The Company has granted a
security interest in all of its assets to the banks under the Credit Facility.
The Company also has pledged to the banks the shares of common stock owned by
the ESOP Trust and pledged by the ESOP Trust to the Company.
Long-term bank debt consisted of the following at June 29, 2002:
(In thousands)
--------------
Term loan $ 25,000
Revolving credit line 18,900
------------
43,900
Less current portion of term loan 5,000
------------
$ 38,900
============
Note 5. Employee Stock Ownership Plan
Chromcraft Revington sponsors a leveraged employee stock ownership plan that
covers substantially all employees who have completed six months of service.
Chromcraft Revington makes annual contributions to the ESOP Trust equal to the
ESOP Trust's repayment of its loan to the Company. Chromcraft Revington loaned
$20,000,000 to the ESOP Trust to finance the ESOP Stock Transaction. The loan to
the ESOP Trust provides for repayment to Chromcraft Revington over a 30-year
term at a fixed rate of interest of 5.48% per annum. The shares of common stock
owned by the ESOP Trust are pledged to the Company as collateral for the
Company's loan to the ESOP Trust. As the ESOP loan is repaid, shares are
released from collateral and allocated to ESOP accounts of active employees
based on the proportion of debt service paid in the year. Chromcraft Revington
accounts for its ESOP in accordance with Statement of Position 93-6.
Accordingly, unearned ESOP shares are reported as a reduction of stockholders'
equity as reflected in the Condensed Consolidated Statement of Stockholders'
Equity of the Company. As shares are committed to be released, Chromcraft
Revington reports compensation expense equal to the current market price of the
shares, and the shares become outstanding for earnings per share computations.
9
ESOP compensation expense for the three and six months ended June 29, 2002 was
$242,000 and $280,000, respectively. The ESOP shares as of June 29, 2002 were as
follows:
(In thousands)
--------------
Allocated shares --
Committed to be released shares 20
Unearned ESOP shares 1,980
------------
Total ESOP shares 2,000
============
Unearned ESOP shares $ 19,803
============
Fair value of unearned ESOP shares at June 29, 2002 $ 27,030
============
Note 6. Earnings per Share of Common Stock
Weighted average shares used in the calculation of diluted earnings per share
included dilutive potential common shares (stock options) of approximately
147,000 and 108,000 for the three and six months ended June 29, 2002,
respectively, and 122,000 and 127,000 for the three and six months ended
June 30, 2001, respectively.
Certain stock options to purchase shares of common stock were outstanding during
the second quarter and first six months of 2002 and 2001, but were not included
in the computation of diluted earnings per share because the options' exercise
prices were greater than the average market price of the common shares during
those periods and, therefore, their effect would be antidilutive. Options
excluded from the computation of diluted earnings per share and their weighted
average exercise prices were as follows:
2002 2001
------------------------ ------------------------
Average Average
Exercise Exercise
Shares Price Shares Price
---------- -------- ---------- --------
Second quarter 88,538 $17.88 376,060 $13.48
First six months 173,060 $15.74 376,060 $13.48
Note 7. Inventories
The components of inventories consisted of the following:
(In thousands)
-------------------------------------------------
June 29, June 30, December 31,
2002 2001 2001
-------------- ------------- -------------
Raw materials $ 12,326 $ 15,931 $ 13,334
Work in process 7,197 8,805 8,194
Finished goods 26,620 29,820 24,110
-------------- ------------- -------------
Inventories at FIFO cost 46,143 54,556 45,638
LIFO reserve (2,234) (2,474) (2,043)
-------------- ------------- -------------
$ 43,909 $ 52,082 $ 43,595
============== ============= =============
10
Note 8. Accrued Liabilities
Accrued liabilities consisted of the following:
(In thousands)
--------------------------------------
June 29, June 30, December 31,
2002 2001 2001
-------- -------- ------------
Employee benefit and incentive plans $ 3,737 $ 1,985 $ 2,704
Salaries, wages and commissions 1,465 1,513 1,379
Vacation and holiday pay 1,123 1,223 1,005
Workers' compensation plans 1,460 994 1,203
Other accrued liabilities 6,096 6,748 5,777
------- ------- -------
$13,881 $12,463 $12,068
======= ======= =======
Note 9. Reclassifications
Certain amounts for 2001 have been reclassified to conform to the current year
presentation.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
------------------------------------------------------------------------
General
-------
Chromcraft Revington designs, manufactures and sells residential and commercial
furniture through its wholly owned subsidiaries Chromcraft Corporation,
Peters-Revington Corporation, Silver Furniture Co., Inc., Cochrane Furniture
Company, Inc. and Korn Industries, Incorporated.
The following table sets forth the Condensed Consolidated Statements of Earnings
(Loss) of Chromcraft Revington for the three and six months ended June 29, 2002
and June 30, 2001 expressed as a percentage of sales.
Three Months Ended Six Months Ended
------------------------ ------------------------
June 29, June 30, June 29, June 30,
2002 2001 2002 2001
---------- ---------- ---------- ----------
Sales 100.0 % 100.0 % 100.0 % 100.0 %
Cost of sales 78.4 78.9 78.1 78.2
---------- ---------- ---------- ----------
Gross margin 21.6 21.1 21.9 21.8
Selling, general and
administrative expenses 14.2 13.2 13.6 13.2
---------- ---------- ---------- ----------
Operating income 7.4 7.9 8.3 8.6
Interest expense 1.0 .3 .6 .4
---------- ---------- ---------- ----------
Earnings before income taxes and
cumulative effect of a change in
accounting principle 6.4 7.6 7.7 8.2
Income tax expense 2.4 3.0 2.9 3.2
---------- ---------- ---------- ----------
Earnings before cumulative effect
of a change in accounting principle 4.0 4.6 4.8 5.0
Cumulative effect of a change in
accounting principle - - (23.1) -
---------- ---------- ---------- ----------
Net earnings (loss) 4.0 % 4.6 % (18.3)% 5.0 %
========== ========== ========== ==========
11
Three and Six Months Ended June 29, 2002 Compared to Three and
Six Months Ended June 30, 2001
--------------------------------------------------------------
Consolidated sales for the three months ended June 29, 2002 were $54,660,000, a
1.4% increase over sales of $53,893,000 for the three months ended June 30,
2001. For the first six months of 2002, consolidated sales were $115,474,000, a
3.5% decrease from sales of $119,687,000 for the same period last year. The
consolidated sales increase for the second quarter was primarily due to higher
shipments of dining room, bedroom and occasional furniture. The sales increase
was partially offset by lower shipments of commercial and upholstered furniture.
The consolidated sales decrease for the six month period was primarily due to
lower shipments of commercial furniture resulting from the downturn in the
office furniture industry. The consolidated sales order backlog of $18.5 million
at June 29, 2002 was slightly lower as compared to June 30, 2001. In general,
selling prices for the first six months of 2002 were at approximately the same
level as compared to the prior year period.
Gross margin as a percentage of sales was 21.6% and 21.9% for the three and six
month periods ended June 29, 2002, respectively as compared to 21.1% and 21.8%
for the three and six month periods ended June 30, 2001. The increase in gross
margin was due, in part, to an improved product sales mix.
Selling, general and administrative expenses as a percentage of sales were 14.2%
and 13.6% for the three and six months ended June 29, 2002, respectively as
compared to 13.2% for the three and six month periods ended June 30, 2001. The
increase for the second quarter and six month period ended June 29, 2002 was
primarily due to higher compensation-related expenses.
Interest expense for the three and six months ended June 29, 2002 was $542,000
and $669,000, respectively, as compared to $194,000 and $504,000 for the three
and six months ended June 30, 2001, respectively. The increase in interest
expense for 2002 was due to higher average bank borrowings during the period
resulting from the Transaction.
Chromcraft Revington's effective income tax rate was 38% for the three and six
month periods ended June 29, 2002 as compared to 39.0% for the three and six
month periods ended June 30, 2001. The decrease in the effective tax rate for
2002 was primarily due to the elimination of non-tax deductible goodwill
amortization expense upon implementation of Statement 142.
The Company adopted Statement 142 effective January 1, 2002 and recorded a one
time non-cash transition charge of $26,727,000 (net of tax benefit) for
impairment of goodwill. The loss was recorded as a cumulative effect of a change
in accounting principle. See Note 2 "Goodwill Impairment Loss" to the Condensed
Consolidated Financial Statements.
Liquidity and Capital Resources
-------------------------------
Operating activities provided $8,684,000 of cash during the six months ended
June 29, 2002, a decrease of $1,764,000 from the amount provided during the
first half of 2001. The decrease in cash flow from operating activities in 2002
was primarily due to lower cash earnings and an increase in working capital
investment.
Investing activities used $983,000 of cash for capital expenditures during the
first six months of 2002 as compared to $1,099,000 during the same period last
year. Chromcraft Revington expects capital expenditures in 2002 to be less than
$2,500,000.
Financing activities used $16,027,000 of cash during the six months ended June
29, 2002 as compared to $9,800,000 of cash used for the prior year period. On
March 15, 2002, Chromcraft Revington and the Chromcraft Revington Employee Stock
Ownership Trust (the "ESOP Trust"), which forms a part of the Chromcraft
Revington Employee Stock Ownership Plan (the "ESOP"), completed the purchase of
5,695,418 shares of common stock of Chromcraft Revington, comprising
approximately 59% of Chromcraft Revington's issued and outstanding shares of
12
common stock on such date, from Court Square Capital Limited ("Court Square"),
an affiliate of Citigroup Inc. With respect to the shares of common stock
purchased from Court Square, 3,695,418 shares were repurchased by Chromcraft
Revington (the "Company Stock Transaction") and 2,000,000 shares were purchased
by the ESOP Trust (the "ESOP Stock Transaction" and together with the Company
Stock Transaction being referred to herein as the "Transaction"). Chromcraft
Revington and the ESOP Trust each paid $10 per share for the shares acquired
from Court Square for a total purchase price of $56,954,180. In addition,
Chromcraft Revington paid Court Square and its designee an aggregate transaction
fee of $2,800,000. The funds required to pay the total consideration and certain
related expenses of the Transaction were obtained using available cash and
borrowings of approximately $45,000,000 under Chromcraft Revington's new
$75,000,000 secured bank credit agreement. Of the debt incurred, $25,000,000 was
borrowed under a 5-year term loan and approximately $20,000,000 was borrowed
under Chromcraft Revington's $50,000,000 revolving line of credit facility. The
term loan is payable in quarterly installments of $1,250,000. The revolving line
of credit expires on March 13, 2007. Interest rates under the agreement are
determined at the time of borrowing at either the prime rate or LIBOR plus a
spread based on a leverage ratio. The weighted average interest rate on
borrowings outstanding as of June 29, 2002 was 3.6%. Chromcraft Revington loaned
$20,000,000 to the ESOP Trust to finance the ESOP Stock Transaction. The loan to
the ESOP Trust provides for repayment to Chromcraft Revington over a 30-year
term at a fixed rate of interest of 5.48% per annum.
As a result of the Transaction, Chromcraft Revington's bank debt and interest
expense are higher in 2002 as compared to 2001 and there are fewer shares of
Chromcraft Revington's common stock outstanding. The lower number of common
shares outstanding as compared to last year is expected to favorably impact
earnings per share in 2002. At June 29, 2002, Chromcraft Revington had unused
capacity under its bank revolving line of credit of approximately $26,000,000.
Third Quarter 2002 Outlook
--------------------------
Chromcraft Revington expects that third quarter earnings per share, on a diluted
basis, will be between $.45 and $.50, as compared to $.24 for the prior year
period. For the full year 2002, the Company expects diluted earnings per share,
before the cumulative effect of a change in accounting principle, to be in the
$1.75 to $1.85 range as compared to $1.09 reported for 2001.
Recently Issued Accounting Standards
------------------------------------
The Financial Accounting Standards Board recently issued Statement No. 143,
Accounting for Asset Retirement Obligations that establishes accounting
standards for the recognition and measurement of obligations associated with the
retirement of tangible assets. The effective date of Statement No. 143 is
January 1, 2003. Chromcraft Revington does not expect the adoption of this
Statement to have a significant effect on its results of operations or its
financial position.
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
--------------------------------------------------------------------------------
Certain matters included in this discussion may contain forward-looking
statements regarding Chromcraft Revington's future performance. These
forward-looking statements can be generally identified as such because they
include future tenses or dates or are not historical or current facts or include
words such as "believes," "plans," "may," "anticipates," "estimates," "expects,"
or "likely" or words of similar import. These forward-looking statements are
based upon certain assumptions as well as current expectations and projections
about future events and are subject to uncertainties. As a result, the
forward-looking statements contained in this report could turn out significantly
different from expectations and projections or may not occur. Further, actual
results may differ materially from those described in any forward-looking
statements. Additional information concerning potential factors that could
affect Chromcraft Revington's actual financial results is included in its Form
10-K for the year ended December 31, 2001.
13
Item 3. Quantitative and Qualitative Disclosures About Market Risk
-------------------------------------------------------------------
Borrowings under Chromcraft Revington's bank credit facility bear interest at a
variable rate and, therefore, are subject to changes in interest rates. The
Company sources certain raw materials and finished goods inventory from the Far
East and Mexico. These purchases are payable in U.S. dollars and, therefore, the
Company has no foreign exchange rate risk exposure.
Part II
Item 4. Submission of Matters to a Vote of Security Holders
------------------------------------------------------------
(a) Chromcraft Revington held its annual meeting of stockholders on
June 5, 2002.
(b) All director nominees were elected.
(c) Certain matters voted upon at the meeting and the votes cast with
respect to such matters are as follows:
Proposals and Vote Tabulations
Votes Cast
--------------------
Management Proposals For Against Abstain
--------- ------- -------
Approval of the Amended and Restated
Chromcraft Revington Short Term Executive
Incentive Plan 4,632,896 27,891 293,900
Approval of the Amended and Restated
Chromcraft Revington Long Term Executive
Incentive Plan 4,631,496 30,291 292,900
Approval of the Chromcraft Revington
Directors' Stock Option Plan 4,574,193 86,594 293,900
Election of Directors
Votes Votes
Directors For Withheld
------------------------ ------------- ------------
Stephen D. Healy 4,941,087 13,600
David L. Kolb 4,941,087 13,600
Larry P. Kunz 4,941,087 13,600
Theodore L. Mullett 4,940,687 14,000
Michael E. Thomas 4,941,087 13,600
Warren G. Wintrub 4,941,087 13,600
14
Item 6. Exhibits and Reports on Form 8-K
-----------------------------------------
(a) Exhibits
10.52 Chromcraft Revington Short Term Executive Incentive Plan,
(as amended and restated effective January 1, 2002), filed
as Appendix A to definitive proxy statement dated April 30,
2002, is incorporated herein by reference.
10.56 Chromcraft Revington Long Term Executive Incentive Plan, (as
amended and restated effective January 1, 2002), filed as
Appendix B to definitive proxy statement dated April 30,
2002, is incorporated herein by reference.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the three months ended June
29, 2002.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Chromcraft
Revington, Inc. has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Chromcraft Revington, Inc.
------------------------------------------
(Registrant)
Date: August 12, 2002 By: /s/ Frank T. Kane
--------------- --------------------------------------
Frank T. Kane
Vice President - Finance
(Duly Authorized Officer and Principal
Accounting and Financial Officer)
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