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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2003
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
AND EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 1-13970
CHROMCRAFT REVINGTON, INC.
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(Exact name of registrant as specified in its charter)
Delaware 35-1848094
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1100 North Washington Street, Delphi, IN 46923
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(Address, including zip code, of registrant's
principal executive offices)
(765) 564-3500
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(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Name of each
Title of each class exchange on which registered
---------------------------- ----------------------------
Common Stock, $.01 par value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
As of February 17, 2004, there were 5,966,890 shares of the registrant's common
stock ($.01 par value) outstanding. The aggregate market value of the voting
stock held by nonaffiliates of the registrant as of June 27, 2003 was $49.2
million.
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [ ] No [X]
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the annual meeting of stockholders to be
held May 4, 2004 are incorporated by reference into Part III.
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INDEX
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Page Number
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PART I
Item 1. Business........................................................................ 2
Item 2. Properties...................................................................... 5
Item 3. Legal Proceedings............................................................... 5
Item 4. Submission of Matters to a Vote of Security Holders............................. 5
PART II
Item 5. Market for the Registrant's Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity Securities................... 6
Item 6. Selected Financial Data......................................................... 7
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations....................................................... 8
Item 7A. Quantitative and Qualitative Disclosures about Market Risk...................... 13
Item 8. Financial Statements and Supplementary Data..................................... 13
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure........................................................ 13
Item 9A. Controls and Procedures......................................................... 13
PART III
Item 10. Directors and Executive Officers of the Registrant ............................. 14
Item 11. Executive Compensation.......................................................... 14
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters............................................................. 14
Item 13. Certain Relationships and Related Transactions.................................. 14
Item 14. Principal Accountant Fees and Services.......................................... 14
PART IV
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K................. 15
Signatures ................................................................................ 19
PART I
Item 1. Business
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General
Chromcraft Revington, Inc. ("Chromcraft Revington"), incorporated in 1992 under
the laws of Delaware, is engaged in the design, manufacture and sale of
residential and commercial furniture through its wholly-owned subsidiaries,
Chromcraft Corporation ("Chromcraft"), Peters-Revington Corporation
("Peters-Revington"), Silver Furniture Co., Inc. ("Silver Furniture"), Cochrane
Furniture Company, Inc. ("Cochrane Furniture") and Korn Industries, Incorporated
("Korn Industries"). Chromcraft Revington is headquartered in Delphi, Indiana.
In 1992, Chromcraft Revington acquired all of the outstanding common stock of
Chromcraft and Peters-Revington from Consolidated Furniture Corporation
(formerly Mohasco Corporation) pursuant to merger agreements. Concurrently,
Chromcraft Revington completed its initial public offering and restructured its
long-term debt. Chromcraft Revington had no operations prior to 1992.
Chromcraft, located in Senatobia, Mississippi, manufactures casual dining and
commercial furniture. Peters-Revington, located in Delphi, Indiana, manufactures
occasional and bedroom furniture. Chromcraft and Peters-Revington were both
founded in 1946.
In April 1995, Chromcraft Revington acquired Silver Furniture, a distributor of
imported occasional furniture. Silver Furniture is located in Knoxville,
Tennessee. In November 1996, Chromcraft Revington acquired Cochrane Furniture, a
manufacturer of dining room, bedroom and upholstered furniture. Cochrane
Furniture has manufacturing facilities in Lincolnton and Warrenton, North
Carolina. In September 1999, Chromcraft Revington acquired Korn Industries,
based in Sumter, South Carolina. Korn Industries manufactures and sells bedroom
and dining room furniture through its Sumter Cabinet Company ("Sumter Cabinet")
division.
In March 2002, Chromcraft Revington and its newly formed Employee Stock
Ownership Trust ("ESOP Trust") purchased 5,695,418 shares of Chromcraft
Revington common stock from Court Square Capital Limited ("Court Square") for a
total purchase price of $60,529,000. The ESOP Trust purchased 2,000,000 of the
shares from Court Square for $20,000,000, using funds borrowed from Chromcraft
Revington, with the remainder of the shares purchased by Chromcraft Revington.
The transaction was financed with available cash and bank borrowings. At
December 31, 2003, the ESOP Trust held approximately 33.5% of the issued and
outstanding shares of Chromcraft Revington's common stock.
Chromcraft Revington and its subsidiaries (collectively the "Company") have
several operating segments which are aggregated into one reportable segment, in
accordance with Financial Accounting Standards Board Statement No. 131,
Disclosures about Segments of an Enterprise and Related Information. No material
amount of Chromcraft Revington's sales is dependent upon a single customer.
Sales outside of the United States represent less than 1% of total sales.
Products and Distribution
Occasional Furniture
Medium-priced occasional furniture, including tables, bookcases, entertainment
centers, library and modular wall units and curio cabinets in traditional,
contemporary and country styles, are manufactured and sold under the
Peters-Revington brand name. Occasional furniture is manufactured primarily from
American hardwoods, such as oak, cherry, ash and maple. Many Peters-Revington
table collections include twelve or more pieces in matching styles. In addition,
different pieces of occasional furniture incorporate the same design and styling
themes, thereby enabling consumers to coordinate furniture for the same room.
Peters-Revington's furniture is sold in the United States and Canada through
independent sales representatives primarily to independent furniture retailers.
Entry level-to-medium priced occasional tables and entertainment centers are
imported and sold under the Silver Furniture brand name. These products are
generally designed with a contemporary appeal and unique styling. Silver
Furniture tables are constructed using a variety of materials, including wood,
medium-density fiberboard, glass and
2
metal. Silver's occasional furniture is sourced mainly from factories located in
the Pacific Rim. Imported furniture is purchased in U.S. dollars and, as a
result, Chromcraft Revington is not subject to foreign exchange risk. Silver
Furniture occasional furniture is sold primarily in the United States and Canada
through company sales personnel to national and regional furniture retailers and
through independent sales representatives to independent furniture retailers.
Bedroom Furniture
Solid wood bedroom furniture, primarily in oak, cherry, ash or maple, is
manufactured and sold at medium price points under the Cochrane Furniture brand
name and at mid-to-higher price points under the Sumter Cabinet brand name.
Peters-Revington bedroom furniture is constructed of hardwoods, solids and
veneers and is sold at medium price points.
Bedroom furniture includes beds, dressers, night stands, entertainment armoires
and mirrors primarily in traditional styling. Bedroom furniture is sold through
independent sales representatives to regional and independent furniture retail
stores.
Dining Room Furniture
Casual dining furniture is manufactured and sold under the Chromcraft brand
name. Casual dining furniture is designed for use in dining rooms, family rooms,
recreation rooms, kitchens and apartments without formal dining areas. The
product line consists primarily of coordinated dining suites in a contemporary
or traditional style that include tables with laminated, wood or glass table
tops, stationary and tilt-swivel chairs, pedestal chairs and barstools. Chairs
are upholstered in a variety of fabrics and vinyls, while tables are
manufactured from metal, wood, glass, faux marble and other materials, and come
in a variety of shapes. Chromcraft competes primarily at the medium-to-higher
price points in casual dining. Chromcraft's casual dining furniture is sold in
the United States through company sales personnel and independent sales
representatives to national, regional, independent and specialty dining retail
furniture stores.
Solid wood dining room furniture, primarily in oak, cherry, ash or maple, is
manufactured and sold at medium price points under the Cochrane Furniture brand
name and at mid-to-higher price points under the Sumter Cabinet brand name.
Dining room furniture includes a broad line of tables, armed and side chairs,
buffets, china cabinets and serving pieces, mainly in traditional or country
styling. Cochrane Furniture dining room tables are offered in solid wood or a
high pressure laminate table top. Sumter Cabinet dining room tables feature
solid wood tops, leaves, and legs. Dining room furniture is sold primarily in
the United States through independent sales representatives to regional and
independent furniture retail stores.
Upholstered Furniture
Upholstered sofas, chairs and ottomans are manufactured and sold under the
Cochrane Furniture brand name. Upholstered furniture is styled in traditional or
contemporary patterns in a wide selection of fabrics using a heat tempered coil
seat construction to evenly distribute body weight. Seat cushions are made with
high-density, high-resilience polyurethane foam and wrapped in polyester fiber
for consistent comfort. Cochrane Furniture's upholstered furniture is sold
primarily at medium price points. Upholstered furniture is sold through
independent sales representatives primarily to independent furniture retail
stores.
Commercial Furniture
Commercial furniture, sold under the Chromcraft brand name, includes stationary
and tilt-swivel office chairs, conference and meeting room tables, and
lounge-area seating products for airports and other public waiting areas. Chairs
are offered in both contemporary and transitional styles and are upholstered in
various grades and colors of fabric or leather. They include executive models
with high backs, management models, ergonomic computer task chairs, and
secretarial models with no arm rests. Products are sold through company sales
personnel and independent sales representatives to office product dealers,
wholesalers/distributors and various contract customers.
Manufacturing
Manufacturing operations include cutting, shaping, sanding, finishing and final
assembly of wood furniture, metal
3
fabricating, plating, powder-coat painting and chair foam production for casual
dining furniture and cutting and sewing of upholstery fabric. Cochrane Furniture
and Sumter Cabinet also have rough mill operations and woodworking plants which
process green lumber into parts for internal use. In addition, the Company
supplements its domestic manufacturing by sourcing parts and finished furniture
primarily from the Pacific Rim.
Raw Materials
Major raw materials are wood, steel, fabrics, glass, medium-density fiberboard,
wood finishing materials, cartons, foam for cushions and paddings and
mechanisms. Suppliers are selected for their ability to deliver high quality
products on a timely basis and at competitive prices. Chromcraft Revington
believes that supplies of raw materials are available in sufficient quantities
from an adequate number of suppliers. No significant shortages of raw materials
were experienced during 2003.
Inventory and Seasonal Requirements
Chromcraft Revington maintains a finished goods inventory for occasional, dining
room and bedroom furniture in order to respond quickly to customer delivery
needs. Most casual dining, upholstered and commercial furniture is made to
customer specifications and, therefore, not carried in stock. A limited number
of casual dining, upholstered and commercial furniture items are maintained for
quick delivery programs. Sales have historically not been subject to material
seasonal fluctuations.
Competition
The U.S. furniture industry is highly fragmented and Chromcraft Revington
encounters intense domestic and import competition in the sale of all its
products. In recent years, low-cost foreign competitors, primarily from China,
have significantly increased shipments into the United States. Many of
Chromcraft Revington's competitors, some of which are larger and have greater
financial resources, produce a number of products which are not competitive with
Chromcraft Revington's products. In many cases, such companies do not disclose
the portion of their sales attributable to products similar to those
manufactured by Chromcraft Revington. It is, therefore, impractical to state
with any certainty Chromcraft Revington's relative position in a particular
product line. Competition in Chromcraft Revington's products is in the form of
the quality of its products, service and selling prices.
Backlog
Chromcraft Revington's backlog of sales orders was approximately $15.8 million
at December 31, 2003, as compared to approximately $16.2 million at December 31,
2002. Order backlog at any particular time is not necessarily indicative of the
level of future shipments.
Environment
Chromcraft Revington believes it is in compliance in all material respects with
all federal, state and local environmental laws and regulations which impose
limitations on the discharge of pollutants into the environment and establish
standards for the treatment of hazardous wastes.
Employees
Chromcraft Revington employs a total of approximately 1,500 people.
Additional Information
Chromcraft Revington files annual, quarterly and current reports, proxy
statements and other information with the Securities and Exchange Commission
("SEC"). Stockholders may inspect and copy these materials at the Public
Reference Room maintained by the SEC at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for more
information on the operation of the Public Reference Room. The SEC maintains
4
an internet site that contains reports, proxy and information statements and
other information regarding issuers that file electronically with the SEC. The
address of the site is http://www.sec.gov. Copies of the Company's annual,
quarterly and current reports will be available to stockholders without charge
upon request to: Corporate Secretary, Chromcraft Revington, Inc., 1100 North
Washington Street, Delphi, IN 46923.
Item 2. Properties
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The following table summarizes Chromcraft Revington's facilities as of December
31, 2003.
Square Type of Owned/
Location Feet Operations Furniture Leased
-------- ---- ---------- --------- ------
Delphi, IN 519,000 Manufacturing/ Occasional/ Owned
warehousing bedroom
Knoxville, TN 160,000 Warehousing Occasional Owned
Lincolnton, NC 368,000 Manufacturing/ Dining room/ Owned
warehousing bedroom
Lincolnton, NC 152,000 Manufacturing Upholstery Owned
Lincolnton, NC 159,000 Warehousing Upholstery Owned
Senatobia, MS 560,000 Manufacturing/ Dining room/ Leased
warehousing commercial (expires 2061)
Sumter, SC 521,000 Manufacturing/ Dining room/ Owned
warehousing bedroom
Warrenton, NC 166,000 Manufacturing Dining room/ Owned
bedroom
Chromcraft Revington also leases trucks, trailers and other transportation
equipment and showroom facilities in High Point, North Carolina and Chicago,
Illinois. Management believes the properties and equipment of its subsidiaries
are well maintained, in good operating condition and adequate to support present
operations. All of the owned properties and equipment are pledged as collateral
under Chromcraft Revington's bank agreement.
Item 3. Legal Proceedings
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Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
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Not applicable.
5
PART II
Item 5. Market for the Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities
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Chromcraft Revington's common stock is traded on the New York Stock Exchange
under the ticker symbol "CRC". The following table sets forth the high and low
prices, as reported on the New York Stock Exchange.
2003 2002
---------------------- ----------------------
High Low High Low
--------- --------- --------- ---------
First quarter $ 13.35 $ 12.15 $ 12.80 $ 10.30
Second quarter 13.06 10.76 16.50 12.65
Third quarter 13.61 12.05 14.96 12.30
Fourth quarter 13.05 11.02 13.65 12.30
As of February 17, 2004, there were approximately 44 security holders of record
of Chromcraft Revington's common stock. The Company has never paid cash
dividends on shares of its common stock. Under its bank agreement, Chromcraft
Revington is not permitted to pay cash dividends. On February 17, 2004, the
closing price of Chromcraft Revington's common stock was $13.10 as reported by
the New York Stock Exchange.
Equity Compensation Plan Information
------------------------------------
The following table provides certain information as of December 31, 2003 with
respect to the Company's equity compensation plans under which equity securities
of the Company are authorized for issuance.
Number of securities Number of securities
to be issued upon remaining available for
exercise of Weighted future issuance under
outstanding average exercise price of equity compensation
options, warrants outstanding options, plans (excluding securities
Plan Category and rights warrants and rights reflected in the first column)
-------------------------------- -------------------- -------------------------- ------------------------------
Equity compensation plans
approved by security holders(1) 908,865 $11.88 194,627
Equity compensation plans not
approved by security holders(2) - - -
-------------------- -------------------------- ------------------------------
Total 908,865 $11.88 194,627
===================== ========================== ==============================
(1) Includes the Chromcraft Revington, Inc. 1992 Stock Option Plan as amended
and restated effective March 15, 2002 and the Directors' Stock Option Plan
of Chromcraft Revington, Inc., effective January 1, 2002.
(2) The Company has no equity compensation plan that has not been authorized by
its stockholders.
6
Item 6. Selected Financial Data
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Year Ended December 31,
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(In thousands, except per share data) 2003 2002 2001 2000 1999 (c)
--------- --------- --------- --------- ---------
Operating Results
Sales $ 184,228 $ 214,186 $ 228,492 $ 270,555 $ 256,010
Cost of sales 145,592 164,745 180,434 208,056 198,822
--------- --------- --------- --------- ---------
Gross margin 38,636 49,441 48,058 62,499 57,188
Selling, general and administrative expenses 27,263 30,364 30,087 35,163 34,554
Other (income) (a) (3,650) -- -- -- --
--------- --------- --------- --------- ---------
Operating income 15,023 19,077 17,971 27,336 22,634
Interest expense 1,147 1,758 687 2,008 988
--------- --------- --------- --------- ---------
Earnings before income taxes
and accounting change 13,876 17,319 17,284 25,328 21,646
Income tax expense 5,788 6,581 6,741 9,878 8,572
--------- --------- --------- --------- ---------
Earnings before accounting change 8,088 10,738 10,543 15,450 13,074
Cumulative effect of an accounting
change (net of tax benefit) -- (26,727) -- -- --
--------- --------- --------- --------- ---------
Net earnings (loss) $ 8,088 $ (15,989) $ 10,543 $ 15,450 $ 13,074
========= ========= ========= ========= =========
Earnings per share of common stock
before accounting change
Basic $ 1.97 $ 2.08 $ 1.10 $ 1.59 $ 1.25
========= ========= ========= ========= =========
Diluted $ 1.94 $ 2.04 $ 1.09 $ 1.57 $ 1.22
========= ========= ========= ========= =========
Earnings (loss) per share of common
stock after accounting change
Basic $ 1.97 $ (3.09) $ 1.10 $ 1.59 $ 1.25
========= ========= ========= ========= =========
Diluted $ 1.94 $ (3.09) $ 1.09 $ 1.57 $ 1.22
========= ========= ========= ========= =========
Shares used in computing earnings per share (b)
Basic 4,109 5,168 9,577 9,727 10,448
Diluted 4,173 5,273 9,685 9,847 10,720
Financial Position (December 31,)
Cash and cash equivalents $ -- $ -- $ 8,207 $ 441 $ 1,148
Working capital 35,044 39,141 52,064 64,210 59,615
Total assets 85,900 100,465 149,068 160,092 159,135
Total bank debt 12,050 28,050 -- 19,200 26,700
Stockholders' equity 53,798 45,770 120,744 110,245 99,770
Other Data
Depreciation and amortization $ 4,188 $ 4,718 $ 6,109 $ 5,855 $ 4,947
Capital expenditures 674 1,538 2,191 4,953 3,630
--------------------
(a) Resolution of a claim that existed as part of the Company's earlier
acquisition of a subsidiary.
(b) The lower average number of shares used in computing earnings per share in
2002 and 2003, as compared to the prior year periods, was primarily due to
the purchase of 5,695,418 shares of Company common stock by Chromcraft
Revington and its ESOP Trust that was completed on March 15, 2002.
(c) Korn Industries is included in Chromcraft Revington's consolidated
financial results from its acquisition date of September 2, 1999.
7
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
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Overview
For the year ended December 31, 2003, Chromcraft Revington had lower sales and
net earnings of $184,228,000 and $8,088,000, respectively, compared to sales and
net earnings before an accounting change of $214,186,000 and $10,738,000,
respectively, in 2002. Sales for 2003 were negatively impacted by foreign import
competition and a weak economic environment. Earnings were lower primarily due
to the lower sales volume and a reduced production level, which impacted fixed
cost absorption and manufacturing efficiencies. Earnings for 2003 included a
$3,650,000 pre-tax non-cash gain, or $2,263,000 on an after-tax basis, for the
resolution of a claim in connection with the Company's earlier acquisition of a
subsidiary.
Chromcraft Revington encounters intense domestic and import competition in the
sale of all its products. Furniture imports into the U.S. continue to grow at
double digit rates with the majority of the growth coming from China. Foreign
importers compete based on price, utilizing their low wage and overhead cost
structure. In addition, China's government continues to hold its currency value
fixed to the U.S. dollar, which has helped to keep its goods cheaper, thereby
increasing its exports. Low-cost imports and the global oversupply of furniture
capacity have begun to cause deflationary pricing pressures in the U.S. market.
These competitive conditions are expected to continue.
Significant factors that influence furniture sales include consumer confidence
levels, interest rates, consumer spending and new and existing home sales.
Chromcraft Revington's business strategy is to operate as a low-cost,
high-quality manufacturer and distributor of residential and commercial
furniture. In response to the reduced sales level, the Company has adjusted
production schedules to lower inventories, implemented cost reduction programs
and reduced employment levels. Also, the Company has supplemented its domestic
manufacturing with imports of low-cost, labor-intensive furniture components and
finished furniture from the Far East. Using this blended approach of domestic
manufacturing and selective importing, the Company believes it is better able to
control the quality of furniture and service to its customers. Chromcraft
Revington's competitiveness with producers from other countries is influenced by
transportation costs, timely delivery of furniture to retailers and product
differentiation.
The Company has several operating segments, some of which have been impacted
more severely than others from the reduced sales volume. As a result, Chromcraft
Revington may need to consolidate or curtail operations in the future if
operating results or business conditions do not improve. Also, the Company's
operating units have experienced inflationary price increases in raw materials
and other costs. The Company is seeking ways to mitigate this impact through
product engineering, offshore sourcing of low-cost inventory components and
material substitution. Due to the competitive environment, the Company does not
expect to be able to pass through any significant cost increases to its
customers in the near future.
8
Results of Operations
The following table sets forth the results of operations of Chromcraft Revington
for the years ended December 31, 2003, 2002 and 2001 expressed as a percentage
of sales.
Year Ended December 31,
-----------------------
2003 2002 2001
------ ------ ------
Sales 100.0 % 100.0 % 100.0 %
Cost of sales 79.0 76.9 79.0
----- ----- -----
Gross margin 21.0 23.1 21.0
Selling, general and administrative expenses 14.8 14.2 13.1
Other (income) (2.0) -- --
----- ----- -----
Operating income 8.2 8.9 7.9
Interest expense .7 .8 .3
----- ----- -----
Earnings before income taxes and cumulative
effect of a change in accounting principle 7.5 8.1 7.6
Income tax expense 3.1 3.1 3.0
----- ----- -----
Earnings before cumulative effect of
a change in accounting principle 4.4 5.0 4.6
Cumulative effect of a change in accounting principle -- (12.5) --
----- ----- -----
Net earnings (loss) 4.4 % (7.5)% 4.6 %
===== ===== =====
2003 Compared to 2002
Consolidated sales for the year ended December 31, 2003 were $184,228,000, a
14.0% decrease from sales of $214,186,000 for the year ended December 31, 2002.
Shipments of all residential furniture categories were lower during 2003 as
compared to 2002. Commercial furniture shipments were slightly higher as
compared to 2002. The sales decline in 2003 was primarily due to a lower number
of units sold, attributable to foreign import competition and a weak economic
environment. Selling prices in 2003 remained unchanged from the prior year.
Gross margin was $38,636,000, or 21.0% of sales, in 2003, as compared to
$49,441,000, or 23.1% of sales in 2002. The decrease in gross margin percentage
was primarily due to a reduced production level, which impacted fixed cost
absorption and manufacturing efficiencies. In addition, gross margin in 2003 was
reduced by a $950,000 write down for slow moving bedroom furniture. In response
to the lower sales volume, the Company continues to reduce costs and lower
employment levels.
Selling, general and administrative expenses decreased $3,101,000 to $27,263,000
from $30,364,000 in 2002. The lower expense in 2003 was primarily due to a
decrease in sales commission expense of $1,399,000 and reduced performance based
compensation of $1,258,000.
Operating income was $15,023,000 in 2003 as compared to $19,077,000 in 2002.
Operating income for 2003 includes a $3,650,000 non-recurring non-cash gain on
the resolution of a claim in connection with the Company's earlier acquisition
of a subsidiary.
Interest expense decreased to $1,147,000 in 2003 from $1,758,000 in 2002. The
lower interest expense for 2003 was primarily due to a decrease in bank
borrowings.
Chromcraft Revington's effective income tax rate was 41.7% for the year ended
December 31, 2003 as compared to 38.0% for the year ended December 31, 2002. The
effective income tax rate was higher in 2003 primarily due to additional income
tax expense of $515,000 for a change in the tax basis of certain acquired
assets.
9
Earnings per share on a diluted basis were $1.94 in 2003 as compared to diluted
earnings per share before an accounting change of $2.04 in 2002. For the year
ended December 31, 2003, shares used in computing diluted earnings per share
decreased to 4,173,000 from 5,273,000 for 2002. The lower number of shares used
in 2003 was primarily due to the purchase of 5,695,418 shares of Company common
stock by Chromcraft Revington and the ESOP Trust that was completed on March 15,
2002.
2002 Compared to 2001
Consolidated sales for the year ended December 31, 2002 were $214,186,000, a
6.3% decrease from sales of $228,492,000 for the year ended December 31, 2001.
Shipments of occasional, dining room, bedroom, upholstered and commercial
furniture were lower during 2002 as compared to 2001. The residential furniture
sales decline was mainly due to a weak economic environment and increased import
competition, primarily from China. Shipments of commercial furniture were
impacted by a downturn in the office furniture industry. In general, selling
prices were at approximately the same level as compared to the prior year.
Gross margin was $49,441,000, or 23.1% of sales, in 2002, as compared to
$48,058,000, or 21.0% of sales, in 2001. The increase in gross margin percentage
was primarily due to improved operating efficiencies, cost reductions, and a
more favorable product mix. In 2002, cost reductions included sourcing of
low-cost furniture components primarily from China.
Selling, general and administrative expenses increased $277,000 to $30,364,000
in 2002 from $30,087,000 in 2001. Selling, general and administrative expenses,
as a percentage of sales, were 14.2% for 2002 as compared to 13.1% for 2001. The
expense percentage increase for 2002 was primarily due to higher
compensation-related expenses, partially offset by the Company not recording
goodwill amortization expense of $1,304,000 due to the adoption of Financial
Accounting Standards Board Statement No. 142, Goodwill and Other Intangible
Assets ("Statement 142").
Interest expense increased to $1,758,000 in 2002 from $687,000 in 2001. The
higher interest expense for 2002 was due to higher average bank borrowings
during 2002.
Chromcraft Revington's effective income tax rate was 38% for the year ended
December 31, 2002 as compared to 39% for the year ended December 31, 2001. The
decrease in the effective rate 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 in the first quarter of 2002. The loss was recorded as a
cumulative effect of a change in accounting principle. See Note 3 "Goodwill
Impairment Loss" to the Consolidated Financial Statements.
Diluted earnings per share before the accounting change were $2.04 in 2002 as
compared to $1.09 in 2001. For the year ended December 31, 2002, shares used in
computing diluted earnings per share decreased to 5,273,000 from 9,685,000 for
2001. The reduction in the number of shares in 2002 was primarily due to the
purchase of 5,695,418 shares of Company common stock by Chromcraft Revington and
the ESOP Trust that was completed March 15, 2002.
Liquidity and Capital Resources
Operating activities provided $17,870,000 of cash during the year ended December
31, 2003, a decrease of $7,149,000 from the amount provided in 2002. The
decrease in cash flow in 2003 was primarily due to lower cash earnings. In 2003,
a decrease in inventories generated cash of $8,944,000. Inventories were reduced
in response to the lower sales activity. The Company does not anticipate a
further reduction in inventories in 2004.
Investing activities used $652,000 of cash for net capital expenditures during
the year ended December 31, 2003 as compared to $1,413,000 during 2002.
Chromcraft Revington expects to spend approximately $2,000,000 for capital
expenditures in 2004.
10
Financing activities used $17,218,000 of cash during 2003 primarily to reduce
bank debt and to acquire shares of Company common stock. During 2003, the
Company acquired 168,700 shares of its common stock for $2,225,860, or
approximately $13.19 per share. The share repurchase includes 98,200 shares
purchased from the Company's Chairman, President and Chief Executive Officer for
$1,303,605, or $13.275 per share with the share price determined based on an
average selling price of the Company's common stock prior to the sale date.
Financing activities used $31,813,000 of cash during 2002. On March 15, 2002,
Chromcraft Revington and its newly formed ESOP Trust purchased 5,695,418 shares
of Company common stock from Court Square for a total purchase price of
$60,529,000. The ESOP Trust purchased 2,000,000 of the shares for $20,000,000,
using funds borrowed from the Company, with the remainder of the shares
purchased by the Company. The transaction was financed with available cash and
bank borrowings
Under its bank agreement, interest rates under the term loan and revolving
credit line 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 at December 31, 2003 was 2.5%. The Company has
$1,997,000 of standby letters of credit outstanding at December 31, 2003 in
connection with workers compensation insurance programs. These letters of credit
expire on December 6, 2004 and are generally renewed annually.
Management expects that cash flow from operations and availability under its
bank revolving credit line will continue to be sufficient to meet future
liquidity needs. At December 31, 2003, Chromcraft Revington had $36,600,000 in
unused availability under a bank revolving credit line that matures in 2007.
Chromcraft Revington expects to generate excess cash flow in 2004 which will be
used to reduce bank debt, repurchase Company common stock or for general
corporate purposes.
Contractual Obligations
The following table summarizes the Company's contractual obligations at December
31, 2003:
Payments Due by Period
------------------------------------------------
Less than 1 - 3 4 - 5 More than
(In thousands) Total 1 Year Years Years 5 Years
-------------------------------------------- ----- ------ ----- ----- -------
Bank debt
Term loan $ 9,250 $ 5,000 $ 4,250 $ -- $ --
Revolving credit line 2,800 -- -- 2,800 --
Operating leases 1,153 938 209 6 --
Other long-term liabilities
(less non-current deferred taxes of $921) 4,177 168 679 1,595 1,735
------- ------- ------- ------- -------
Total contractual cash obligations $17,380 $ 6,106 $ 5,138 $ 4,401 $ 1,735
======= ======= ======= ======= =======
Critical Accounting Policies
The preparation of consolidated financial statements of the Company requires
management to make estimates and judgments that affect the amounts reported in
the financial statements and the related footnotes. Chromcraft Revington
considers the following accounting policies to be most significantly impacted by
the estimates and judgments used in the preparation of its consolidated
financial statements.
Allowance for Doubtful Accounts
-------------------------------
The Company provides for an allowance for doubtful accounts based on expected
collectability of trade receivables. The allowance for doubtful accounts is
determined based on the Company's analysis of customer credit-worthiness,
historical loss experience and general economic conditions and trends.
11
Inventories
-----------
Inventories are valued at the lower of cost or market. Inventories valued using
the last-in, first-out (LIFO) basis represent approximately 57% of total
inventories at December 31, 2003. All remaining inventories are valued using the
first-in, first-out (FIFO) basis. The Company evaluates its inventories for
excess or slow moving items based on sales order activity and expected market
changes. If circumstances indicate the cost of inventories exceed their
recoverable value, inventories are reduced to net realizable value.
Employee Related Benefits
-------------------------
Accounting for self-insured health care and workers compensation liabilities
involves assumptions of expected claims based on past experience and a review of
individual claims. The Company establishes a liability based on claim
information supplied by insurance and third party administrators. Actual claim
expense could differ from the estimates made by the Company.
Property, Plant and Equipment
-----------------------------
The Company reviews for impairment of long-lived assets whenever events or
changes in facts and circumstances indicate the possibility that the carrying
value may not be recoverable. Factors that may trigger an impairment evaluation
include under-performance relative to historical or projected future operating
results and significant negative industry or economic trends. If the forecast of
undiscounted future cash flows is less than the carrying amount of the assets,
an impairment charge to reduce the carrying value of the assets to fair value
will be recognized in the current period.
Recently Issued Accounting Standards
------------------------------------
In January 2003, The Financial Accounting Standards Board ("FASB") issued
Interpretation 46, Consolidation of Variable Interest Entities ("Interpretation
46"), which addresses the consolidation of certain entities in which a company
has a controlling financial interest through means other than voting rights.
This interpretation was revised in December 2003. For calendar year companies,
Interpretation 46 contains an effective date of December 31, 2003 for special
purpose entities, and periods ending after March 15, 2004 for all other
entities. The Company does not own interests in special purpose entities and
management does not believe that the adoption of this Interpretation will have a
material impact on the Company's consolidated financial statements.
The FASB also recently issued Statement No. 150, Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity
("Statement 150"), which establishes standards for how an issuer classifies and
measures certain financial instruments with characteristics of both liabilities
and equity. It requires that an issuer classify a financial instrument that is
within its scope as a liability (or an asset in some circumstances). Many of
those instruments were previously classified as equity. Statement 150 is
effective for financial instruments entered into or modified after May 31, 2003,
and otherwise is effective at the beginning of the first interim period
beginning after June 15, 2003. FASB Staff Position Financial Accounting Standard
150-3, "Effective Date, Disclosures, and Transition for Mandatorily Redeemable
Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily
Redeemable Noncontrolling Interests under FASB Statement No. 150, Accounting for
Certain Financial Instruments with Characteristics of both Liabilities and
Equity," defers the effective date of Statement 150 for certain mandatorily
redeemable noncontrolling interests of all entities. Management does not believe
the adoption of these statements will have a material impact on the Company's
consolidated financial statements.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
Certain information and statements contained in this report, including, without
limitation, the section captioned "Management's Discussion and Analysis of
Financial Condition and Results of Operations," are forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements can be generally identified as such because
they include future tense or dates, or are not historical or current facts, or
include words such as "anticipate," "believes," "may," or "expects," or words of
similar import.
12
Forward-looking statements are not guarantees of performance and are subject to
certain risks and uncertainties that could cause actual results or outcomes to
differ materially from those reported, expected, or anticipated as of the date
of this report. Among the risks and uncertainties that could cause actual
results or outcomes to differ materially from those reported, expected or
anticipated are general economic conditions; import and domestic competition in
the furniture industry; market interest rates; consumer confidence levels;
cyclical nature of the furniture industry; consumer spending; changes in
relationships with customers; customer acceptance of existing and new products;
new and existing home sales; and other factors that generally affect business.
The Company does not undertake any obligation to update or revise publicly any
forward-looking statements to reflect information, events or circumstances after
the date of such statements or to reflect the occurrence of anticipated or
unanticipated events or circumstances.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
--------------------------------------------------------------------------------
Borrowings under Chromcraft Revington's bank agreement bear interest at a
variable rate and, therefore, are subject to changes in interest rates. A
one-percentage point fluctuation in market interest rates would have had a
$153,000 impact on net earnings in 2003.
The Company sources certain raw materials and finished furniture, primarily from
the Pacific Rim. These purchases are payable in U.S. dollars and, therefore, the
Company has no material foreign exchange rate risk exposure.
Item 8. Financial Statements and Supplementary Data
--------------------------------------------------------------------------------
The financial statements and schedule are listed in Part IV, Items 15(a) (1) and
(2).
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
--------------------------------------------------------------------------------
None.
Item 9A. Controls and Procedures
--------------------------------------------------------------------------------
(a) Evaluation of disclosure controls and procedures. Chromcraft Revington's
principal executive officer and principal financial officer have
concluded that the Company's disclosure controls and procedures (as
defined in Rule 13a-14(c) and 15d-14(c) under the Securities Exchange Act
of 1934, as amended), based on their evaluation of these controls and
procedures as of the end of the period covered by this Form 10-K, are
effective.
Chromcraft Revington's management, including its principal executive
officer and principal financial officer, does not expect that the
Company's disclosure controls and procedures or its internal controls
will prevent all error and all fraud. A control system, no matter how
well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met. Further, the
design of a control system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered relative to
their costs. Because of the inherent limitations in all control systems,
no evaluation of controls can provide absolute assurance that all control
issues and instances of fraud, if any, within the Company have been
detected. These inherent limitations include the realities that judgments
in decision-making can be faulty and that breakdowns can occur because of
simple error or mistake. Additionally, controls can be circumvented by
the individual acts of some persons, by collusion of two or more people
or by management override of the control.
Over time, controls may become inadequate because of changes in
conditions, or the degree of compliance with the policies or procedures
may deteriorate. The design of any system of controls also is based, in
part, upon certain assumptions about the likelihood of future events, and
there can only be reasonable assurance that any design will succeed in
achieving its stated goals under all potential future conditions.
(b) Changes in internal controls. There have been no significant changes in
Chromcraft Revington's internal controls or in other factors that could
significantly affect these controls subsequent to the date of the
evaluation.
13
Part III
Item 10. Directors and Executive Officers of the Registrant
--------------------------------------------------------------------------------
Code of Ethics
--------------
The Company has adopted a code of ethics that applies to all of its directors,
officers (including its chief executive officer, chief financial and accounting
officer, controller and any person performing similar functions) and employees.
The Company has filed a copy of this Code of Ethics as Exhibit 14.1 to this Form
10-K. A copy of the Code of Ethics is available without charge upon written
request.
Audit Committee Financial Expert
--------------------------------
The Company's Board of Directors has determined that each member of its Audit
Committee is a "financial expert", as defined under Item 401 of Regulation S-K
of the Securities Exchange Act of 1934. Those members of the Company's Audit
Committee who are deemed to be financial experts are as follows:
Warren G. Wintrub Larry P. Kunz
Theodore L. Mullett David L. Kolb
All persons identified as financial experts are independent from management as
defined by Item 7 (e) (3), of Schedule 14A.
In accordance with the provisions of General Instruction G to Form 10-K, the
information required for the remainder of required disclosures under Item 10 is
not set forth herein because Chromcraft Revington intends to file with the
Securities and Exchange Commission a definitive Proxy Statement pursuant to
Regulation 14A not later than 120 days following the end of its 2003 fiscal
year, which Proxy Statement will contain such information. The information
required by Item 10, not presented above, is incorporated herein by reference to
such Proxy Statement.
Items 11 through 14.
--------------------------------------------------------------------------------
In accordance with the provisions of General Instruction G to Form 10-K, the
information required by Item 11 (Executive Compensation), Item 12 (Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters), Item 13 (Certain Relationships and Related Transactions), and Item 14
(Principal Accountant Fees and Services) is not set forth herein because
Chromcraft Revington intends to file with the Securities and Exchange Commission
a definitive Proxy Statement pursuant to Regulation 14A not later than 120 days
following the end of its 2003 fiscal year, which Proxy Statement will contain
such information. The above information required by Items 11, 12, 13, and 14 is
incorporated herein by reference to such Proxy Statement.
14
Part IV
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K
--------------------------------------------------------------------------------
(a) 1. and 2. List of Financial Statements and Financial Statement Schedule:
The following Consolidated Financial Statements of Chromcraft Revington are
included in this report on Form 10-K:
Page Reference
--------------
Consolidated Statements of Operations for the years ended
December 31, 2003, 2002 and 2001 F-1
Consolidated Balance Sheets at December 31, 2003 and 2002 F-2
Consolidated Statements of Stockholders' Equity for the years ended
December 31, 2003, 2002 and 2001 F-3
Consolidated Statements of Cash Flows for the years ended
December 31, 2003, 2002 and 2001 F-4
Notes to Consolidated Financial Statements F-5
Independent Auditors' Report F-16
Quarterly Financial Information (unaudited) F-17
The following consolidated financial statement schedule of Chromcraft Revington
is included in response to Item 15(d):
Schedule II - Valuation and Qualifying Accounts S-1
All other schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable and, therefore, have been omitted.
(a) 3. Listing of Exhibits
(2.1) Stock Purchase Agreement, dated as of February 19, 2002, by
and between the Registrant and Court Square, filed as Exhibit
10.16 to Form 8-K, as filed with the Securities and Exchange
Commission on March 20, 2002, is incorporated herein by
reference.
(2.2) Stock Purchase Agreement, dated as of February 19, 2002, by
and between Court Square and GreatBanc Trust Company, not in
its individual or corporate capacity, but solely as trustee
of the Chromcraft Revington Employee Stock Ownership Trust,
filed as Exhibit 10.17 to Form 8-K, as filed with the
Securities and Exchange Commission on March 20, 2002, is
incorporated herein by reference.
(3)(i) Certificate of Incorporation of the Registrant, as amended,
filed as Exhibit 3.1 to Form S-1, registration number
33-45902, as filed with the Securities and Exchange
Commission on February 21, 1992, is incorporated herein by
reference.
(3)(iii) By-laws of the Registrant, as amended, filed as Exhibit
3(iii) to Form 10-Q for the quarter ended June 28, 2003, is
incorporated herein by reference.
15
(4.8) Credit Agreement, dated March 12, 2002, among the Registrant,
the Lenders party thereto and National City Bank of Indiana,
as agent for the Lenders, filed as Exhibit 4.8 to Form 8-K,
as filed with the Securities and Exchange Commission on March
20, 2002, is incorporated herein by reference.
(10.1) Lease, dated February 15, 1962, between the Board of
Supervisors of Tate County, Mississippi as Landlord and
Chromcraft Corporation as Tenant, filed as Exhibit 10.1 to
Form S-1, registration number 33-45902, as filed with the
Securities and Exchange Commission on February 21, 1992, is
incorporated herein by reference.
(10.12) Contract, dated April 3, 1961, between the City of Senatobia,
Tate County, Mississippi, the Board of Supervisors of Tate
County, Mississippi and Chromcraft Corporation, filed as
Exhibit 10.12 to Form S-1, Pre-Effective Amendment No. 1,
registration number 33-45902, as filed with the Securities
and Exchange Commission on March 17, 1992, is incorporated
herein by reference.
(10.13) Lease, dated September 9, 1966, between the Board of
Supervisors of Tate County, Mississippi as Landlord and
Chromcraft Corporation as Tenant, filed as Exhibit 10.13 to
Form S-1, Pre-Effective Amendment No. 1, registration number
33-45902, as filed with the Securities and Exchange
Commission on March 17, 1992, is incorporated herein by
reference.
(10.14) Contract, dated May 5, 1969, between the Board of Supervisors
of Tate County, Mississippi and Chromcraft Corporation, filed
as Exhibit 10.14 to Form S-1, Pre-Effective Amendment No. 1,
registration number 33-45902, as filed with the Securities
and Exchange Commission on March 17, 1992, is incorporated
herein by reference.
(10.15) Contract and Lease Agreement, dated April 17, 1972, between
Tate County, Mississippi as Landlord and Chromcraft
Corporation as Tenant, filed as Exhibit 10.15 to Form S-1,
Pre-Effective Amendment No. 1, registration number 33-45902,
as filed with the Securities and Exchange Commission on March
17, 1992, is incorporated herein by reference.
(10.19) Term Loan and Security Agreement, dated March 15, 2002, by
and between the Registrant and LaSalle Bank National
Association (as successor trustee), not in its individual or
corporate capacity, but solely as trustee of the Chromcraft
Revington Employee Stock Ownership Trust filed as Exhibit
10.19, to Form 8-K, as filed with the Securities and Exchange
Commission on March 20, 2002, is incorporated herein by
reference.
(10.2) Amendment No. 1 to the Term Loan and Security Agreement,
dated July 14, 2003, by and between the Registrant and
LaSalle Bank National Association, not in its individual or
corporate capacity, but solely as trustee of the Chromcraft
Revington Employee Stock Ownership Trust (filed herewith).
(10.3) Chromcraft Revington Employee Stock Ownership Trust,
effective January 1, 2002, by and between the Registrant and
LaSalle Bank National Association (as successor trustee),
filed as Exhibit 10.3 to Form 10-K for the year ended
December 31, 2001, is incorporated herein by reference.
(10.31) First Amendment to the Chromcraft Revington Employee Stock
Ownership Trust, effective January 1, 2002, by and between
the Registrant and LaSalle Bank National Association (as
successor trustee), filed as Exhibit 10.31 to Form 10-K for
the year ended December 31, 2001, is incorporated herein by
reference.
(10.32) Second Amendment to the Chromcraft Revington Employee Stock
Ownership Trust, effective July 14, 2003, by and between the
Registrant and LaSalle Bank National Association (filed
herewith).
16
Executive Compensation Plans and Arrangements
---------------------------------------------
(10.4) Chromcraft Revington, Inc. 1992 Stock Option Plan, as amended
and restated effective March 15, 2002, filed as Exhibit 10.4
to Form 10-K for the year ended December 31, 2001, is
incorporated herein by reference.
(10.45) Directors' Stock Option Plan of Chromcraft Revington, Inc.,
effective January 1, 2002, filed as Exhibit 10.45 to Form
10-K for the year ended December 31, 2001, is incorporated
herein by reference.
(10.52) Chromcraft Revington, Inc. Short Term Executive Incentive
Plan, as amended and restated effective January 1, 2002 filed
as Appendix A to the 2002 Proxy Statement, is incorporated
herein by reference.
(10.56) Chromcraft Revington, Inc. Long Term Executive Incentive
Plan, as amended and restated effective January 1, 2002,
filed as Appendix B to the 2002 Proxy Statement, is
incorporated herein by reference.
(10.6) Chromcraft Revington Directors Deferred Compensation Plan,
effective January 1, 1999, filed as Exhibit 10.6 to Form 10-K
for the year ended December 31, 1998, is incorporated herein
by reference.
(10.8) Employment Agreement, dated March 31, 1992, between the
Registrant and Michael E. Thomas, filed as Exhibit 10.8 to
Form 10-K for the year ended December 31, 1992, is
incorporated herein by reference.
(10.81) Amendment No. 1 to Employment Agreement between the
Registrant and Michael E. Thomas, dated March 15, 2002, filed
as Exhibit 10.81 to Form 10-K for the year ended December 31,
2001, is incorporated herein by reference.
(10.85) Supplemental Retirement Benefits Agreement, dated August 21,
1992, between the Registrant and Michael E. Thomas filed as
Exhibit 10.85 to Form 10-K for the year ended December 31,
1992, is incorporated herein by reference.
(10.86) First Amendment to the Supplemental Retirement Benefits
Agreement between the Registrant and Michael E. Thomas, dated
March 15, 2002, filed as Exhibit 10.86 to Form 10-K for the
year ended December 31, 2001, is incorporated herein by
reference.
(10.9) Employment Agreement, dated March 15, 2002, between the
Registrant and Frank T. Kane, filed as Exhibit 10.9 to Form
10-K for the year ended December 31, 2001, is incorporated
herein by reference.
---------------------------
(14.1) Code of Ethics for Chief Executive Officer and Senior
Financial Officers, and Code of Business Conduct and Ethics
of Chromcraft Revington, Inc. (filed herewith).
(21.1) Subsidiaries of the Registrant (filed herewith).
(23.1) Consent of Independent Auditors (filed herewith).
(31.1) Certification of Chief Executive Officer required pursuant to
Rule 15d - 14(a) of the Securities Exchange Act of 1934, as
amended (filed herewith).
17
(31.2) Certification of Chief Financial Officer required pursuant to
Rule 15d - 14(a) of the Securities Exchange Act of 1934, as
amended (filed herewith).
(32.1) Certifications of Chief Executive Officer and Chief Financial
Officer required pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 (filed herewith).
(b) Reports on Form 8-K
On October 31, 2003 Chromcraft Revington, Inc. filed a report on Form
8-K, announcing third quarter 2003 operating results.
(c) Exhibits
The response to this portion of Item 15 is submitted as a separate
section of this report.
(d) Financial Statement Schedules
The response to this portion of Item 15 is submitted as a separate
section of this report.
18
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, Chromcraft Revington, Inc. has duly caused this annual report on
Form 10-K to be signed on its behalf by the undersigned, thereunto duly
authorized.
Chromcraft Revington, Inc.
------------------------------------
(Registrant)
Date: March 5, 2004 By:/s/ Michael E. Thomas
------------- ---------------------------------
Michael E. Thomas, Chairman,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of Chromcraft
Revington, Inc. and in the capacities and on the date indicated.
Signatures Title Date
------------------------ ---------------------------------- -------------
/s/ Michael E. Thomas Chairman, President, Chief Executive March 5, 2004
------------------------ Officer and Director -------------
Michael E. Thomas (principal executive officer)
/s/ Frank T. Kane Vice President - Finance (principal March 5, 2004
------------------------ accounting and financial officer) -------------
Frank T. Kane
/s/ Stephen D. Healy Director March 5, 2004
------------------------ -------------
Stephen D. Healy
/s/ David L. Kolb Director March 5, 2004
------------------------ -------------
David L. Kolb
/s/ Larry P. Kunz Director March 5, 2004
------------------------ -------------
Larry P. Kunz
/s/ Theodore L. Mullett Director March 5, 2004
------------------------ -------------
Theodore L. Mullett
/s/ Warren G. Wintrub Director March 5, 2004
------------------------ -------------
Warren G. Wintrub
19
[This page intentionally left blank]
Consolidated Statements of Operations
Chromcraft Revington, Inc.
(In thousands, except per share data)
Year Ended December 31,
-----------------------------------
2003 2002 2001
--------- --------- ---------
Sales $ 184,228 $ 214,186 $ 228,492
Cost of sales 145,592 164,745 180,434
--------- --------- ---------
Gross margin 38,636 49,441 48,058
Selling, general and administrative expenses 27,263 30,364 30,087
Other (income) (3,650) -- --
--------- --------- ---------
Operating income 15,023 19,077 17,971
Interest expense 1,147 1,758 687
--------- --------- ---------
Earnings before income taxes and cumulative
effect of a change in accounting principle 13,876 17,319 17,284
Income tax expense 5,788 6,581 6,741
--------- --------- ---------
Earnings before cumulative effect of
a change in accounting principle 8,088 10,738 10,543
Cumulative effect of a change in accounting
principle (net of tax benefit of $1,453) -- (26,727) --
--------- --------- ---------
Net earnings (loss) $ 8,088 $ (15,989) $ 10,543
========= ========= =========
Earnings per share of common stock
before cumulative effect of a change
in accounting principle
Basic $ 1.97 $ 2.08 $ 1.10
========= ========= =========
Diluted $ 1.94 $ 2.04 $ 1.09
========= ========= =========
Earnings (loss) per share of common stock
after cumulative effect of a change in
accounting principle
Basic $ 1.97 $ (3.09) $ 1.10
========= ========= =========
Diluted $ 1.94 $ (3.09) $ 1.09
========= ========= =========
Shares used in computing earnings per share
Basic 4,109 5,168 9,577
Diluted 4,173 5,273 9,685
See accompanying notes to the consolidated financial statements
F-1
Consolidated Balance Sheets
Chromcraft Revington, Inc.
(In thousands, except share data)
December 31,
----------------------
2003 2002
--------- ---------
Assets
Accounts receivable, less allowances of $1,356 in 2003 and $1,373 in 2002 $ 17,768 $ 18,542
Inventories 30,868 39,812
Prepaid expenses and other 1,362 1,040
--------- ---------
Current assets 49,998 59,394
Property, plant and equipment, at cost, less accumulated depreciation 35,166 38,705
Other 736 2,366
--------- ---------
Total assets $ 85,900 $ 100,465
========= =========
Liabilities and Stockholders' Equity
Current portion of bank debt $ 5,000 $ 5,000
Accounts payable 4,642 5,642
Accrued liabilities 10,312 14,611
--------- ---------
Current liabilities 19,954 25,253
Bank debt 7,050 23,050
Deferred compensation 2,914 2,514
Deferred income taxes and other 2,184 3,878
--------- ---------
Total liabilities 32,102 54,695
--------- ---------
Stockholders' equity
Preferred stock, $1.00 par value, 100,000 shares authorized,
none issued or outstanding -- --
Common stock, $.01 par value, 20,000,000 shares authorized,
7,676,190 and 7,572,390 shares issued 77 76
Capital in excess of par value 14,414 12,920
Unearned ESOP shares (18,798) (19,469)
Retained earnings 78,451 70,363
--------- ---------
74,144 63,890
Less cost of common stock in treasury,
1,710,300 shares in 2003 and 1,541,600 shares in 2002 (20,346) (18,120)
--------- ---------
Total stockholders' equity 53,798 45,770
--------- ---------
Total liabilities and stockholders' equity $ 85,900 $ 100,465
========= =========
See accompanying notes to the consolidated financial statements
F-2
Consolidated Statements of Stockholders' Equity
Chromcraft Revington, Inc.
(In thousands, except share data)
Capital in Unearned Total
Common Excess of ESOP Retained Treasury Stockholders'
Stock Par Value Shares Earnings Stock Equity
---------------------------------------------------------------------------------
Balance at January 1, 2001 $ 109 $ 10,385 $ -- $ 116,301 $ (16,550) $ 110,245
Exercise of stock options
(229,680 shares) 3 1,523 -- -- -- 1,526
Purchase of treasury stock
(165,800 shares) -- -- -- -- (1,570) (1,570)
Net earnings -- -- -- 10,543 -- 10,543
--------- --------- --------- --------- --------- ---------
Balance at December 31, 2001 112 11,908 -- 126,844 (18,120) 120,744
Repurchase and cancellation
of common stock
(3,695,418 shares) (37) -- -- (40,492) -- (40,529)
ESOP stock purchase
(2,000,000 shares) -- -- (20,000) -- -- (20,000)
Exercise of stock options
(89,080 shares) 1 665 -- -- -- 666
ESOP compensation expense -- 191 531 -- -- 722
Stock option compensation expense -- 156 -- -- -- 156
Net loss -- -- -- (15,989) -- (15,989)
--------- --------- --------- --------- --------- ---------
Balance at December 31, 2002 76 12,920 (19,469) 70,363 (18,120) 45,770
Purchase of treasury stock
(168,700 shares) -- -- -- -- (2,226) (2,226)
Exercise of stock options
(103,800 shares) 1 1,130 -- -- -- 1,131
ESOP compensation expense -- 166 671 -- -- 837
Stock option compensation expense -- 198 -- -- -- 198
Net earnings -- -- -- 8,088 -- 8,088
--------- --------- --------- --------- --------- ---------
Balance at December 31, 2003 $ 77 $ 14,414 $ (18,798) $ 78,451 $ (20,346) $ 53,798
========= ========= ========= ========= ========= =========
See accompanying notes to the consolidated financial statements
F-3
Consolidated Statements of Cash Flows
Chromcraft Revington, Inc.
(In thousands)
Year Ended December 31,
--------------------------------
2003 2002 2001
-------- -------- --------
Operating Activities
Net earnings (loss) $ 8,088 $(15,989) $ 10,543
Adjustments to reconcile net earnings (loss) to net cash
provided by operating activities
Depreciation and amortization 4,188 4,718 6,109
Loss on disposal of property, plant and equipment 3 97 --
Deferred income taxes 1,084 267 (424)
Non-cash goodwill impairment loss -- 26,727 --
Non-cash gain on the resolution of a claim (3,650) -- --
Non-cash ESOP expense 837 722 --
Stock option compensation expense 198 156 --
Changes in assets and liabilities
Accounts receivable 774 2,483 4,527
Inventories 8,944 3,783 11,784
Accounts payable (1,000) 42 (874)
Accrued liabilities (1,830) 1,931 (623)
Other 234 82 (1,865)
-------- -------- --------
Cash provided by operating activities 17,870 25,019 29,177
-------- -------- --------
Investing Activities
Capital expenditures (674) (1,538) (2,191)
Proceeds on disposal of property, plant and equipment 22 125 24
-------- -------- --------
Cash used in investing activities (652) (1,413) (2,167)
-------- -------- --------
Financing Activities
Net borrowing (repayment) under a bank
revolving credit line (4,000) 6,800 (19,200)
Principal payments on bank term loan (12,000) (3,750) --
Proceeds from a bank term loan -- 25,000 --
Stock repurchase and related costs (922) (40,529) (1,570)
Stock repurchase from related party (1,304) -- --
Purchase of common stock by ESOP -- (20,000) --
Proceeds from exercise of stock options 1,008 666 1,526
-------- -------- --------
Cash used in financing activities (17,218) (31,813) (19,244)
-------- -------- --------
Increase (decrease) in cash -- (8,207) 7,766
Cash and cash equivalents at beginning of the year -- 8,207 441
-------- -------- --------
Cash and cash equivalents at end of the year $ -- $ -- $ 8,207
======== ======== ========
See accompanying notes to the consolidated financial statements
F-4
Notes to Consolidated Financial Statements
Chromcraft Revington, Inc.
Note 1. Summary of Significant Accounting Policies
The consolidated financial statements include the accounts of Chromcraft
Revington, Inc. and its wholly-owned subsidiaries. All significant intercompany
accounts and transactions have been eliminated.
Chromcraft Revington manufactures and sells residential and commercial
furniture. Products are sold primarily through furniture dealers throughout the
United States and Canada. Chromcraft Revington has several operating segments
which are aggregated into one reportable segment, in accordance with Financial
Accounting Standards Board Statement No. 131, Disclosures about Segments of an
Enterprise and Related Information.
Revenue Recognition
-------------------
Revenue from sales is recognized when the goods are shipped and risk and rewards
of ownership transfer to the customer.
Use of Estimates
----------------
The preparation of the financial statements in accordance with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
Cash Equivalents
----------------
The Company considers all highly liquid investments with an original maturity of
three months or less to be cash equivalents.
Accounts Receivable
-------------------
Accounts receivable are recorded at the invoiced amount and do not bear
interest. The Company provides for an allowance for doubtful accounts based on
expected collectability of trade receivables. The allowance for doubtful
accounts is determined based on the Company's analysis of customer
credit-worthiness, historical loss experience and general economic conditions
and trends. The Company reviews past due balances and its allowance for doubtful
accounts monthly. Any accounts receivable balances that are determined to be
uncollectible along with a general reserve are included in the overall allowance
for doubtful accounts. After all attempts to collect a receivable have been
exhausted, the receivable is written off against the allowance. The Company does
not have any off-balance-sheet credit exposure related to its customers.
Inventories
-----------
All inventories (materials, labor and overhead) are valued at the lower of cost
or market. Inventories valued using the last-in, first-out (LIFO) basis
represent approximately 57% and 62% of total inventories at December 31, 2003
and 2002, respectively. Remaining inventories are valued using the first-in,
first-out (FIFO) basis.
Property, Plant and Equipment
-----------------------------
Property, plant and equipment is stated on the basis of cost. Depreciation is
computed principally by the straight-line method for financial reporting
purposes and by accelerated methods for tax purposes. The following estimated
useful lives are used for financial reporting purposes: buildings and
improvements, 15 to 45 years; machinery and equipment, 3 to 12 years; and
leasehold improvements, 5 to 10 years.
F-5
Impairment of Long-lived Assets
-------------------------------
When changes in circumstances indicate the carrying amount of certain long-lived
assets may not be recoverable, the assets will be evaluated for impairment. If
the forecast of undiscounted future cash flows is less than the carrying amount
of the assets, an impairment charge to reduce the carrying value of the assets
to fair value will be recognized in the current period.
Deferred Income Taxes
---------------------
Deferred income taxes are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases. Deferred tax
assets and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled.
Earnings per Share
------------------
Basic earnings per share is calculated based on the average number of common
shares outstanding. Diluted earnings per share include dilutive potential common
shares (stock options).
Financial Instruments
---------------------
The carrying amounts reported in the balance sheets for accounts receivable,
accounts payable and bank debt approximate their fair values. Concentration of
credit risk with respect to trade accounts receivable is limited due to the
large number of entities comprising Chromcraft Revington's customer base.
Stock Options
-------------
At December 31, 2003, the Company has two stock-based compensation plans, which
are described more fully in Note 14 "Stock Options". The Company accounts for
those plans under the recognition and measurement principles of APB Opinion No.
25, Accounting for Stock Issued to Employees, and related Interpretations and
discloses the fair value of options granted as permitted by Statement of
Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation
("Statement No. 123"). The estimated per share weighted average fair value of
stock options granted during 2003 and 2002 was $4.77 and $6.15, respectively, on
the date of grant. No stock options were granted during 2001. The fair value of
stock options on the date of grant was estimated using the Black-Scholes model
with an expected life, interest rate and volatility for 2003 of 6 years, 3.5%
and 34.0% and for 2002, 6 years, 5.1% and 34.6%, respectively.
F-6
The following table illustrates the effect on net earnings (loss) and earnings
(loss) per share if the Company had applied the fair value recognition
provisions of Statement No. 123 to stock-based employee compensation.
Year Ended December 31,
-----------------------------
2003 2002 2001
------- --------- --------
Net earnings (loss), as reported $ 8,088 $ (15,989) $ 10,543
Add: Stock-based employee compensation
expense included in reported net
earnings (loss), net of related tax effects 122 97 --
Deduct: Total stock-based employee
compensation expense determined
under fair value based method for
all awards, net of related tax effects (726) (416) (60)
------- --------- --------
Pro forma net earnings (loss) $ 7,484 $ (16,308) $ 10,483
======= ========= ========
Earnings (loss) per share
Basic - as reported $ 1.97 $ (3.09) $ 1.10
Basic - pro forma $ 1.82 $ (3.16) $ 1.09
Diluted - as reported $ 1.94 $ (3.09) $ 1.09
Diluted - pro forma $ 1.81 $ (3.16) $ 1.08
Note 2. Other Income
Operating income for 2003 included a $3,650,000 non-cash gain on the resolution
of a claim in connection with the Company's earlier acquisition of a subsidiary.
Note 3. 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 $5.17 loss per share, for the year ended December 31, 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.
F-7
The following table presents earnings before the cumulative effect of a change
in accounting principle for the years ended December 31, 2003, 2002 and 2001,
after adjustment for goodwill amortization.
(in thousands, except per share amounts)
----------------------------------------
2003 2002 2001
--------- ---------- ----------
Earnings before cumulative effect of a
change in accounting principle
As reported $ 8,088 $ 10,738 $ 10,543
Goodwill amortization
(net of tax benefit) -- -- 1,155
--------- ---------- ----------
Adjusted $ 8,088 $ 10,738 $ 11,698
========= ========== ==========
Basic earnings per share before
cumulative effect of a change
in accounting principle
As reported $ 1.97 $ 2.08 $ 1.10
Goodwill amortization
(net of tax benefit) -- -- .12
--------- ---------- ----------
Adjusted $ 1.97 $ 2.08 $ 1.22
========= ========== ==========
Diluted earnings per share before
cumulative effect of a change in
accounting principle
As reported $ 1.94 $ 2.04 $ 1.09
Goodwill amortization
(net of tax benefit) -- -- .12
--------- ---------- ----------
Adjusted $ 1.94 $ 2.04 $ 1.21
========= ========== ==========
Note 4. Stockholders' Equity
On March 15, 2002, Chromcraft Revington and the Chromcraft Revington Employee
Stock Ownership Trust ("ESOP Trust"), which forms a part of the Chromcraft
Revington Employee Stock Ownership Plan ("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 ("Company Stock Transaction") and 2,000,000 shares were purchased by
the ESOP Trust ("ESOP Stock Transaction" 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 fees and expenses of $3,575,000 in connection with the
Transaction. See Note 11 "Employee Stock Ownership Plan" for additional
information on the ESOP.
In 2003, the Company bought 98,200 shares of Chromcraft Revington common stock
from Michael E. Thomas, Chairman, President and Chief Executive Officer for
$1,303,605, or $13.275 per share with the purchase price determined based on an
average selling price of the Company's common stock prior to the sale date.
F-8
Note 5. Inventories
Inventories at December 31, 2003 and 2002 consisted of the following:
(In thousands)
--------------------
2003 2002
-------- --------
Raw materials $ 8,811 $ 11,988
Work-in-process 5,835 7,396
Finished goods 18,109 22,437
-------- --------
Inventories at FIFO cost 32,755 41,821
LIFO reserve (1,887) (2,009)
-------- --------
$ 30,868 $ 39,812
======== ========
During the years 2003 and 2002, LIFO inventory layers were reduced. This
reduction resulted in charging lower inventory costs prevailing in previous
years to cost of sales, thus reducing cost of sales by $122,000 and $34,000
below the amount that would have resulted from liquidating inventory recorded at
December 31, 2003 and December 31, 2002 prices, respectively.
Note 6. Property, Plant and Equipment
Property, plant and equipment at December 31, 2003 and 2002 consisted of the
following:
(In thousands)
--------------------
2003 2002
-------- --------
Land $ 2,231 $ 2,231
Buildings and improvements 34,676 34,583
Machinery and equipment 51,411 51,559
Leasehold improvements 787 787
Construction in progress 54 83
-------- --------
89,159 89,243
Less accumulated depreciation and amortization (53,993) (50,538)
-------- --------
$ 35,166 $ 38,705
======== ========
Note 7. Accrued Liabilities
Accrued liabilities at December 31, 2003 and 2002 consisted of the following:
(In thousands)
--------------------
2003 2002
-------- --------
Health and benefit plans $ 1,610 $ 1,922
Profit sharing and bonus 1,223 2,450
Salaries, wages and commissions 1,164 1,333
Vacation and holiday pay 1,009 1,027
Workers' compensation plans 915 1,215
Other accrued liabilities 4,391 6,664
-------- --------
$ 10,312 $ 14,611
======== ========
F-9
Note 8. Bank Debt
Chromcraft Revington has a bank agreement with a group of banks that provides
for a term loan and a revolving credit line. The interest rate under the bank
agreement is 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 December 31, 2003 and 2002 was 2.5% and
3.2%, respectively. A commitment fee, of up to .25% per annum, is payable on the
unused portion of the revolving credit line.
At December 31, 2003, the Company had approximately $36,600,000 in unused
availability under the revolving credit line. The bank agreement 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 bank agreement. 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. The bank agreement does not permit the
payment of cash dividends.
Long-term bank debt at December 31, 2003 and 2002 consisted of the following:
(In thousands)
--------------------
2003 2002
-------- --------
Term loan $ 9,250 $ 21,250
Revolving credit line 2,800 6,800
-------- --------
12,050 28,050
Less current portion of term loan 5,000 5,000
-------- --------
$ 7,050 $ 23,050
======== ========
The term loan is payable in quarterly installments of $1,250,000. The revolving
credit line expires on March 13, 2007. Annual required payments on bank debt
over the next five years are $5,000,000 in 2004, $4,250,000 in 2005 and
$2,800,000 in 2007.
Note 9. Income Taxes
Components of total income taxes for the years ended December 31, 2003, 2002 and
2001 were as follows:
(In thousands)
----------------------------
2003 2002 2001
------- ------- -------
Current:
Federal $ 3,904 $ 5,504 $ 6,454
State 800 810 711
------- ------- -------
4,704 6,314 7,165
------- ------- -------
Deferred:
Federal 986 345 (342)
State 98 (78) (82)
------- ------- -------
1,084 267 (424)
------- ------- -------
Total provision for income taxes on earnings
before cumulative effect of a change in
accounting principle 5,788 6,581 6,741
Tax benefit recorded as part of a cumulative
effect of a change in accounting principle -- (1,453) --
------- ------- -------
$ 5,788 $ 5,128 $ 6,741
======= ======= =======
F-10
A reconciliation of the provision for income taxes attributable to earnings
before the cumulative effect of a change in accounting principle included in the
Consolidated Statements of Operations and the amount computed by applying the
U.S. Federal income tax rate for the years ended December 31, 2003, 2002 and
2001 is summarized below:
(In thousands)
----------------------------
2003 2002 2001
------- ------- -------
Tax expense, at U.S. statutory rate 35.0% 35.0% 35.0%
State taxes, net of federal benefit 3.6% 2.8% 2.7%
Non-deductible amortization of goodwill -- -- 2.0%
Change in the tax basis of certain acquired assets 3.7% -- --
Other, net (0.6%) 0.2% (0.7%)
------- ------- -------
Total provision for income taxes 41.7% 38.0% 39.0%
======= ======= =======
The tax effects of temporary differences that give rise to significant portions
of net deferred tax assets (liabilities) at December 31, 2003 and 2002 are
summarized below:
(In thousands)
------------------
2003 2002
------- -------
Deferred tax assets attributable to:
Accounts receivable $ 577 $ 532
Accrued vacation and holiday pay 361 351
Workers compensation 357 471
ESOP compensation expense 266 120
Deferred compensation 1,878 2,465
Goodwill 1,154 1,303
Net operating loss carryforwards 1,716 1,942
Other liabilities 1,212 2,646
------- -------
Total gross deferred tax assets 7,521 9,830
------- -------
Deferred tax liabilities attributable to:
Inventories (1,662) (3,154)
Property, plant and equipment (6,065) (5,340)
Other (394) (852)
------- -------
Total gross deferred tax liabilities (8,121) (9,346)
------- -------
Net deferred tax asset (liability) $ (600) $ 484
======= =======
Balance sheet classifications of deferred taxes at December 31, 2003 and 2002
were as follows:
(In thousands)
------------------
2003 2002
------- -------
Deferred tax asset (liability), current $ 321 $ (626)
Deferred tax asset (liability), noncurrent (921) 1,110
------- -------
Net deferred tax asset (liability) $ (600) $ 484
======= =======
Chromcraft Revington has federal and state net operating loss carryforwards
("NOL's") available of $3,233,000 and $7,182,000, respectively, with expiration
dates through 2010 and 2018, respectively. The NOL's were acquired in connection
with the acquisitions of Cochrane Furniture and Korn Industries. The use of the
state NOL is primarily limited to the future taxable earnings of Korn
Industries. Based upon the level of historical taxable income and projections
for future income over the periods in which the deferred tax assets are
deductible, management believes it is more likely than not that Chromcraft
Revington will realize these tax benefits.
F-11
Note 10. 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
64,000, 105,000 and 108,000 for the years ended December 31, 2003, 2002 and
2001, respectively.
Certain options to purchase shares of common stock were outstanding during 2003,
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 223,060 shares at
$15.26 at December 31, 2003, 148,900 shares at $16.41 at December 31, 2002 and
376,060 shares at $13.48 at December 31, 2001.
Note 11. 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 AICPA Statement of Position 93-6,
Employers' Accounting for Employee Stock Ownership Plans. Accordingly, unearned
ESOP shares are reported as a reduction of stockholders' equity as reflected in
the Consolidated Statements 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. ESOP compensation expense, a
non-cash charge, was $837,000 in 2003 and $722,000 in 2002. ESOP shares
consisted of the following:
(In thousands)
-----------------
December 31,
2003 2002
------- -------
Allocated shares 120 53
Committed to be released shares -- --
Unearned ESOP shares 1,880 1,947
------- -------
Total ESOP shares 2,000 2,000
======= =======
Unearned ESOP shares, at cost $18,798 $19,469
======= =======
Fair value of unearned ESOP shares $21,317 $25,407
======= =======
At December 31, 2003 the ESOP Trust owned approximately 33.5% of the issued and
outstanding shares of Chromcraft Revington's common stock.
Note 12. Other Benefit Plans
Chromcraft Revington sponsors a tax-qualified defined contribution plan. Company
contributions to the plan were $11,000 in 2003, $74,000 in 2002 and $524,000 in
2001. Beginning in 2002, Company retirement contributions for most employees
were made to the ESOP.
Chromcraft Revington also provides supplemental retirement benefits to key
employees and executive officers of Chromcraft Revington. Expenses under these
arrangements were $702,000 in 2003, $908,000 in 2002 and $63,000 in 2001.
F-12
Note 13. Supplemental Cash Flow Information
Interest paid during the years ended December 31, 2003, 2002 and 2001 was
$1,152,000, $1,755,000 and $735,000, respectively. Income taxes paid during the
years ended December 31, 2003, 2002 and 2001 were $4,511,000 $5,883,000 and
$6,871,000, respectively.
Note 14. Stock Options
Chromcraft Revington's 1992 Stock Option Plan, as amended ("1992 Plan"),
provides for the granting of either incentive stock options ("ISO's") or stock
options which do not qualify as incentive stock options ("non-ISO's"). The total
number of shares of common stock which may be issued under stock options granted
pursuant to the 1992 Plan is 1,800,000 shares. ISO's granted under the 1992 Plan
vest over no greater than a 10-year period, and are granted at exercise prices
no less than the fair market value of Chromcraft Revington's common shares as of
the date of grant. The compensation committee of the Board of Directors
determines the vesting period and exercise prices of non-ISO's. At December 31,
2003 and 2002, there were 154,627 and 238,730 shares, respectively, available
for future grants.
Chromcraft Revington's Directors' Stock Option Plan ("Directors' Plan") was
adopted effective January 1, 2002, and provides for the granting of non-ISO's to
members of the Board of Directors of the Company who are not employees. Under
the Directors' Plan, eligible directors of the Company receive an option to
purchase 2,500 shares of common stock on the day following each annual meeting
of stockholders. Any new director who is elected or appointed for the first time
to the Board of Directors receives an option to purchase 10,000 shares of common
stock. The total number of shares of common stock which may be issued under
stock options granted pursuant to the Directors' Plan is 75,000 shares.
Non-ISO's granted under the Plan are 100% vested on the day of the grant and are
granted at exercise prices equal to the fair market value of Chromcraft
Revington's common shares as of the date of grant. The options are exercisable
for a period of ten years. At December 31, 2003 and 2002, there were 40,000 and
50,000 shares, respectively, available for future grants.
A summary of Chromcraft Revington's stock option activity and related
information for the three years ended December 31, 2003 follows:
Weighted
Average
Number Exercise
of Shares Price
--------- ------------
2001
Exercised (229,680) $ 5.50
Outstanding at end of year 597,642 $ 11.33
Exercisable 587,642 $ 11.39
2002
Granted 410,000 $ 10.79
Exercised (89,080) $ 5.85
Outstanding at end of year 918,562 $ 11.62
Exercisable 527,562 $ 12.43
2003
Granted 94,103 $ 12.08
Exercised (103,800) $ 9.71
Outstanding at end of year 908,865 $ 11.88
Exercisable 618,198 $ 12.50
F-13
Stock options outstanding have exercise prices ranging from $8.00 to $19.78.
Significant option groups outstanding at December 31, 2003 and related weighted
average price and remaining life information follow:
Options Outstanding Options Exercisable
-------------------- --------------------
Range of Number Exercise Number Exercise Remaining
Exercise Prices of Shares Price of Shares Price Life (Years)
--------------- --------- ----- --------- ----- ------------
$8.00 to $8.09 51,702 $ 8.08 47,702 $ 8.09 6.1
$10.49 to $11.63 510,000 $10.73 233,333 $11.01 6.3
$12.09 to $14.83 258,625 $12.88 248,625 $12.84 5.4
$16.00 to $19.78 88,538 $17.88 88,538 $17.88 4.7
Note 15. Rental Commitments
Chromcraft Revington leases certain showroom facilities and transportation
equipment under non-cancelable operating leases. The future minimum lease
payments under non-cancelable leases for the years ending December 31, 2004,
2005, 2006, 2007 and 2008 are $938,000, $170,000, $39,000, $4,000 and $2,000,
respectively. It is expected that, in the normal course of business, leases that
expire will be renewed or replaced.
Rental expense was $1,563,000, $1,650,000 and $1,731,000 for the years ended
December 31, 2003, 2002 and 2001, respectively.
Note 16. Contingencies
At December 31, 2003, the Company or its subsidiaries were parties to various
lawsuits arising in the ordinary course of business. The Company is defending
these claims and believes that none of such matters will have a material adverse
effect on the financial condition, results of operations or liquidity of
Chromcraft Revington.
Note 17. Recently Issued Accounting Standards
In January 2003, The Financial Accounting Standards Board ("FASB") issued
Interpretation 46, Consolidation of Variable Interest Entities ("Interpretation
46"), which addresses the consolidation of certain entities in which a company
has a controlling financial interest through means other than voting rights.
This interpretation was revised in December 2003. For calendar year companies,
Interpretation 46 contains an effective date of December 31, 2003 for special
purpose entities, and periods ending after March 15, 2004 for all other
entities. The Company does not own interests in special purpose entities and the
adoption of this Interpretation did not have any effect on the Company's
consolidated financial statements.
The FASB also recently issued Statement No. 150, Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity
("Statement 150"), which establishes standards for how an issuer classifies and
measures certain financial instruments with characteristics of both liabilities
and equity. It requires that an issuer classify a financial instrument that is
within its scope as a liability (or an asset in some circumstances). Many of
those instruments were previously classified as equity. Statement 150 is
effective for financial instruments entered into or modified after May 31, 2003,
and otherwise is effective at the beginning of the first interim period
beginning after June 15, 2003. FASB Staff Position Financial Accounting Standard
150-3, "Effective Date, Disclosures, and Transition for Mandatorily Redeemable
Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily
Redeemable Noncontrolling Interests under FASB Statement No. 150, Accounting for
Certain Financial Instruments with Characteristics of both Liabilities and
Equity," defers the effective date of Statement 150 for certain mandatorily
redeemable noncontrolling interests of all entities. The adoption of these
statements did not have any effect on the Company's consolidated financial
statements.
F-14
Independent Auditors' Report
The Board of Directors and Stockholders
Chromcraft Revington, Inc.:
We have audited the consolidated financial statements of Chromcraft Revington,
Inc. and subsidiaries as listed in item 15(a) (1) and (2). In connection with
our audits of the consolidated financial statements, we also have audited the
consolidated financial statement schedule as listed in item 15(a) (1) and (2).
These consolidated financial statements and financial statement schedule are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements and financial statement
schedule based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Chromcraft
Revington, Inc. and subsidiaries as of December 31, 2003 and 2002, and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 2003, in conformity with accounting
principles generally accepted in the United States of America. Also in our
opinion, the related consolidated financial statement schedule, when considered
in relation to the basic consolidated financial statements taken as a whole,
presents fairly, in all material respects, the information set forth therein.
As discussed in note 3 to the consolidated financial statements, the Company
changed its method of accounting for goodwill amortization and impairment in
2002.
KPMG LLP
Indianapolis, Indiana
January 30, 2004
F-15
Quarterly Financial Information (unaudited)
Chromcraft Revington, Inc.
(In thousands, except per share data)
------------------------------------------------------------------
First Second Third Fourth Total
Quarter Quarter Quarter Quarter Year
--------- --------- --------- --------- ---------
2003
Sales $ 49,431 $ 44,166 $ 44,951 $ 45,680 $ 184,228
Gross margin 11,035 9,598 8,765 9,238 38,636
Operating income 3,858 2,866 5,331 (a) 2,968 15,023 (a)
Net earnings 2,191 1,589 2,619 1,689 8,088
Earnings per share of common stock
Basic .53 .38 .63 .41 1.97
Diluted .52 .38 .62 .41 1.94
2002
Sales $ 60,814 $ 54,660 $ 49,676 $ 49,036 $ 214,186
Gross margin 13,492 11,812 11,260 12,877 49,441
Operating income 5,496 4,040 4,119 5,422 19,077
Earnings before cumulative effect of
a change in accounting principle 3,329 2,169 2,228 3,012 10,738
Cumulative effect of a change in
accounting principle (net of tax benefit) (26,727) -- -- -- (26,727)
Net earnings (loss) (23,398) 2,169 2,228 3,012 (15,989)
Earnings per share of common stock before
cumulative effect of a change in
accounting principle
Basic .39 .54 .55 .74 2.08
Diluted .38 .52 .53 .72 2.04
Earnings (loss) per share of common stock
after cumulative effect of a change in
accounting principle
Basic (2.71) .54 .55 .74 (3.09)
Diluted (2.71) .52 .53 .72 (3.09)
(a) Includes a $3,650,000 non-cash gain on the resolution of a claim in
connection with the Company's earlier acquisition of a subsidiary.
F-16
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Chromcraft Revington, Inc.
(In thousands)
Additions
----------------------
Classification Balance at Charged to Charged to Balance at
Beginning Costs and Other End
of Period Expenses Accounts Deductions of Period
------------------------------------------------------------------------------------------------
Year ended December 31, 2003
Allowance for doubtful
accounts $ 1,373 $ 231 $ -- $ (248) (a) $ 1,356
Year ended December 31, 2002
Allowance for doubtful
accounts $ 1,334 $ 434 $ -- $ (395) (a) $ 1,373
Year ended December 31, 2001
Allowance for doubtful
accounts $ 1,253 $ 258 $ -- $ (177) (a) $ 1,334
(a) Represents charge-offs, net of recoveries, to the allowance for doubtful
accounts.
S-1
EXHIBIT INDEX
(2.1) Stock Purchase Agreement, dated as of February 19, 2002, by
and between the Registrant and Court Square, filed as Exhibit
10.16 to Form 8-K, as filed with the Securities and Exchange
Commission on March 20, 2002, is incorporated herein by
reference.
(2.2) Stock Purchase Agreement, dated as of February 19, 2002, by
and between Court Square and GreatBanc Trust Company, not in
its individual or corporate capacity, but solely as trustee
of the Chromcraft Revington Employee Stock Ownership Trust,
filed as Exhibit 10.17 to Form 8-K, as filed with the
Securities and Exchange Commission on March 20, 2002, is
incorporated herein by reference.
(3)(i) Certificate of Incorporation of the Registrant, as amended,
filed as Exhibit 3.1 to Form S-1, registration number
33-45902, as filed with the Securities and Exchange
Commission on February 21, 1992, is incorporated herein by
reference.
(3)(iii) By-laws of the Registrant, as amended, filed as Exhibit
3(iii) to Form 10-Q for the quarter ended June 28, 2003, is
incorporated herein by reference.
(4.8) Credit Agreement, dated March 12, 2002, among the Registrant,
the Lenders party thereto and National City Bank of Indiana,
as agent for the Lenders, filed as Exhibit 4.8 to Form 8-K,
as filed with the Securities and Exchange Commission on March
20, 2002, is incorporated herein by reference.
(10.1) Lease, dated February 15, 1962, between the Board of
Supervisors of Tate County, Mississippi as Landlord and
Chromcraft Corporation as Tenant, filed as Exhibit 10.1 to
Form S-1, registration number 33-45902, as filed with the
Securities and Exchange Commission on February 21, 1992, is
incorporated herein by reference.
(10.12) Contract, dated April 3, 1961, between the City of Senatobia,
Tate County, Mississippi, the Board of Supervisors of Tate
County, Mississippi and Chromcraft Corporation, filed as
Exhibit 10.12 to Form S-1, Pre-Effective Amendment No. 1,
registration number 33-45902, as filed with the Securities
and Exchange Commission on March 17, 1992, is incorporated
herein by reference.
(10.13) Lease, dated September 9, 1966, between the Board of
Supervisors of Tate County, Mississippi as Landlord and
Chromcraft Corporation as Tenant, filed as Exhibit 10.13 to
Form S-1, Pre-Effective Amendment No. 1, registration number
33-45902, as filed with the Securities and Exchange
Commission on March 17, 1992, is incorporated herein by
reference.
(10.14) Contract, dated May 5, 1969, between the Board of Supervisors
of Tate County, Mississippi and Chromcraft Corporation, filed
as Exhibit 10.14 to Form S-1, Pre-Effective Amendment No. 1,
registration number 33-45902, as filed with the Securities
and Exchange Commission on March 17, 1992, is incorporated
herein by reference.
(10.15) Contract and Lease Agreement, dated April 17, 1972, between
Tate County, Mississippi as Landlord and Chromcraft
Corporation as Tenant, filed as Exhibit 10.15 to Form S-1,
Pre-Effective Amendment No. 1, registration number 33-45902,
as filed with the Securities and Exchange Commission on March
17, 1992, is incorporated herein by reference.
(10.19) Term Loan and Security Agreement, dated March 15, 2002, by
and between the Registrant and LaSalle Bank National
Association (as successor trustee), not in its individual or
corporate capacity, but solely as trustee of the Chromcraft
Revington Employee Stock Ownership Trust filed as Exhibit
10.19, to Form 8-K, as filed with the Securities and Exchange
Commission on March 20, 2002, is incorporated herein by
reference.
(10.2) Amendment No. 1 to the Term Loan and Security Agreement,
dated July 14, 2003, by and between the Registrant and
LaSalle Bank National Association, not in its individual or
corporate capacity, but solely as trustee of the Chromcraft
Revington Employee Stock Ownership Trust. (filed herewith)
(10.3) Chromcraft Revington Employee Stock Ownership Trust,
effective January 1, 2002, by and between the Registrant and
LaSalle Bank National Association (as successor trustee),
filed as Exhibit 10.3 to Form 10-K for the year ended
December 31, 2001, is incorporated herein by reference.
(10.31) First Amendment to the Chromcraft Revington Employee Stock
Ownership Trust, effective January 1, 2002, by and between
the Registrant and LaSalle Bank National Association (as
successor trustee), filed as Exhibit 10.31 to Form 10-K for
the year ended December 31, 2001, is incorporated herein by
reference.
(10.32) Second Amendment to the Chromcraft Revington Employee Stock
Ownership Trust, effective July 14, 2003, by and between the
Registrant and LaSalle Bank National Association (filed
herewith).
Executive Compensation Plans and Arrangements
---------------------------------------------
(10.4) Chromcraft Revington, Inc. 1992 Stock Option Plan, as amended
and restated effective March 15, 2002, filed as Exhibit 10.4
to Form 10-K for the year ended December 31, 2001, is
incorporated herein by reference.
(10.45) Directors' Stock Option Plan of Chromcraft Revington, Inc.,
effective January 1, 2002, filed as Exhibit 10.45 to Form
10-K for the year ended December 31, 2001, is incorporated
herein by reference.
(10.52) Chromcraft Revington, Inc. Short Term Executive Incentive
Plan, as amended and restated effective January 1, 2002 filed
as Appendix A to the 2002 Proxy Statement, is incorporated
herein by reference.
(10.56) Chromcraft Revington, Inc. Long Term Executive Incentive
Plan, as amended and restated effective January 1, 2002,
filed as Appendix B to the 2002 Proxy Statement, is
incorporated herein by reference.
(10.6) Chromcraft Revington Directors Deferred Compensation Plan,
effective January 1, 1999, filed as Exhibit 10.6 to Form 10-K
for the year ended December 31, 1998, is incorporated herein
by reference.
(10.8) Employment Agreement, dated March 31, 1992, between the
Registrant and Michael E. Thomas, filed as Exhibit 10.8 to
Form 10-K for the year ended December 31, 1992, is
incorporated herein by reference.
(10.81) Amendment No. 1 to Employment Agreement between the
Registrant and Michael E. Thomas, dated March 15, 2002, filed
as Exhibit 10.81 to Form 10-K for the year ended December 31,
2001, is incorporated herein by reference.
(10.85) Supplemental Retirement Benefits Agreement, dated August 21,
1992, between the Registrant and Michael E. Thomas filed as
Exhibit 10.85 to Form 10-K for the year ended December 31,
1992, is incorporated herein by reference.
(10.86) First Amendment to the Supplemental Retirement Benefits
Agreement between the Registrant and Michael E. Thomas, dated
March 15, 2002, filed as Exhibit 10.86 to Form 10-K for the
year ended December 31, 2001, is incorporated herein by
reference.
(10.9) Employment Agreement, dated March 15, 2002, between the
Registrant and Frank T. Kane, filed as Exhibit 10.9 to Form
10-K for the year ended December 31, 2001, is incorporated
herein by reference.
------------------------------
(14.1) Code of Ethics for Chief Executive Officer and Senior
Financial Officers, and Code of Business Conduct and Ethics
of Chromcraft Revington, Inc. (filed herewith).
(21.1) Subsidiaries of the Registrant (filed herewith).
(23.1) Consent of Independent Auditors (filed herewith).
(31.1) Certification of Chief Executive Officer required pursuant to
Rule 15d - 14(a) of the Securities Exchange Act of 1934, as
amended (filed herewith).
(31.2) Certification of Chief Financial Officer required pursuant to
Rule 15d - 14(a) of the Securities Exchange Act of 1934, as
amended (filed herewith).
(32.1) Certifications of Chief Executive Officer and Chief Financial
Officer required pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 (filed herewith).