UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 3, 2004
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES 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
------------------------------- ---------------------------------
(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)
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 whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
The number of shares outstanding for each of the registrant's classes of common
stock, as of the latest practicable date:
Common Stock, $.01 par value - 5,986,202 shares as of July 29, 2004
INDEX
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Page Number
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PART I. Financial Information
Item 1. Financial Statements (unaudited)
Condensed Consolidated Statements of Earnings - Three and Six
Months Ended July 3, 2004 and June 28, 2003..................... 3
Condensed Consolidated Balance Sheets - July 3, 2004,
June 28, 2003 and December 31, 2003............................. 4
Condensed Consolidated Statement of Stockholders' Equity - Six
Months Ended July 3, 2004....................................... 5
Condensed Consolidated Statements of Cash Flows - Six
Months Ended July 3, 2004 and June 28, 2003..................... 6
Notes to Condensed Consolidated Financial Statements............ 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations............................... 9
Item 3. Quantitative and Qualitative Disclosures About Market Risk........ 12
Item 4. Controls and Procedures........................................... 12
PART II. Other Information
Item 4. Submission of Matters to a Vote of Security Holders............... 12
Item 6. Exhibits and Reports on Form 8-K.................................. 13
SIGNATURES...................................................................... 13
PART I.
Item 1. Financial Statements
Condensed Consolidated Statements of Earnings (unaudited)
Chromcraft Revington, Inc.
(In thousands, except per share data)
Three Months Ended Six Months Ended
-------------------- --------------------
July 3, June 28, July 3, June 28,
2004 2003 2004 2003
------- ------- ------- -------
Sales $42,638 $44,166 $89,105 $93,597
Cost of sales 32,765 34,568 68,524 72,964
------- ------- ------- -------
Gross margin 9,873 9,598 20,581 20,633
Selling, general and administrative expenses 6,374 6,732 14,461 13,909
------- ------- ------- -------
Operating income 3,499 2,866 6,120 6,724
Interest expense 189 304 386 628
------- ------- ------- -------
Earnings before income tax expense 3,310 2,562 5,734 6,096
Income tax expense 1,271 973 2,202 2,316
------- ------- ------- -------
Net earnings $ 2,039 $ 1,589 $ 3,532 $ 3,780
======= ======= ======= =======
Earnings per share of common stock
Basic $ .49 $ .38 $ .86 $ .92
Diluted $ .48 $ .38 $ .84 $ .90
Shares used in computing earnings per share
Basic 4,132 4,131 4,115 4,116
Diluted 4,220 4,177 4,201 4,180
See accompanying notes to condensed consolidated financial statements.
3
Condensed Consolidated Balance Sheets (unaudited)
Chromcraft Revington, Inc.
(In thousands)
July 3, June 28, December 31,
2004 2003 2003
-------- -------- --------
Assets
------
Accounts receivable $ 19,537 $ 19,893 $ 17,768
Inventories 36,716 40,187 30,868
Prepaid expenses and other 2,018 1,707 1,362
-------- -------- --------
Current assets 58,271 61,787 49,998
Property, plant and equipment, net 33,882 36,847 35,166
Other long-term assets 803 2,616 736
-------- -------- --------
Total assets $ 92,956 $101,250 $ 85,900
======== ======== ========
Liabilities and Stockholders' Equity
------------------------------------
Current portion of bank debt $ 5,000 $ 6,250 $ 5,000
Accounts payable 5,791 5,638 4,642
Accrued liabilities 9,021 13,340 10,312
-------- -------- --------
Current liabilities 19,812 25,228 19,954
Bank debt 9,550 19,350 7,050
Employment related liabilities 3,848 2,857 2,914
Other long-term liabilities 1,652 3,681 2,184
-------- -------- --------
Total liabilities 34,862 51,116 32,102
Stockholders' equity 58,094 50,134 53,798
-------- -------- --------
Total liabilities and stockholders' equity $ 92,956 $101,250 $ 85,900
======== ======== ========
See accompanying notes to condensed consolidated financial statements.
4
Condensed Consolidated Statement of Stockholders' Equity (unaudited)
Chromcraft Revington, Inc.
(In thousands, except share data)
Capital in Unearned Total
Common Excess of ESOP Retained Treasury Stockholders'
Stock Par Value Shares Earnings Stock Equity
-------- -------- -------- -------- -------- --------
Balance at January 1, 2004 $ 77 $ 14,414 $(18,798) $ 78,451 $(20,346) $ 53,798
Net earnings -- -- -- 3,532 -- 3,532
ESOP compensation expense -- 123 336 -- -- 459
Stock option compensation
expense -- 99 -- -- -- 99
Exercise of stock options
(20,312 shares) -- 206 -- -- -- 206
-------- -------- -------- -------- -------- --------
Balance at July 3, 2004 $ 77 $ 14,842 $(18,462) $ 81,983 $(20,346) $ 58,094
======== ======== ======== ======== ======== ========
See accompanying notes to condensed consolidated financial statements.
5
Condensed Consolidated Statements of Cash Flows (unaudited)
Chromcraft Revington, Inc.
(In thousands)
Six Months Ended
---------------------
July 3, June 28,
2004 2003
------- -------
Operating Activities
Net earnings $ 3,532 $ 3,780
Adjustments to reconcile net earnings to net cash
provided by (used in) operating activities
Depreciation expense 1,905 2,280
Deferred income taxes (403) (330)
Non-cash ESOP compensation expense 459 416
Stock option compensation expense 99 99
Changes in assets and liabilities
Accounts receivable (1,769) (1,351)
Inventories (5,848) (375)
Accounts payable and accrued liabilities (113) (1,194)
Other 81 (436)
------- -------
Cash provided by (used in) operating activities (2,057) 2,889
------- -------
Investing Activities
Capital expenditures, net (620) (428)
------- -------
Cash used in investing activities (620) (428)
------- -------
Financing Activities
Net borrowing (repayment) under a bank revolving credit line 5,000 (1,200)
Principal payments on bank term loan (2,500) (1,250)
Stock repurchases -- (922)
Exercise of stock options, net of tax benefit 177 911
------- -------
Cash provided by (used in) financing activities 2,677 (2,461)
------- -------
Net change in cash -- --
Cash at beginning of period -- --
------- -------
Cash at end of period $ -- $ --
======= =======
See accompanying notes to condensed consolidated financial statements.
6
Notes to Condensed Consolidated Financial Statements (unaudited)
Chromcraft Revington, Inc.
Note 1. Basis of Presentation
------------------------------
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by accounting principles generally accepted in the United
States for complete financial statement presentation.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the six month period ended July 3, 2004 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2004.
The balance sheet at December 31, 2003 has been derived from the audited
financial statements at that date but does not include all information and
footnotes required by generally accepted accounting principles for complete
financial statements.
For further information, refer to the consolidated financial statements and
footnotes thereto included in Chromcraft Revington's annual report on Form 10-K
for the year ended December 31, 2003.
Note 2. Inventories
--------------------
Inventories consisted of the following:
(In thousands)
------------------------------------
July 3, June 28, Dec. 31,
2004 2003 2003
-------- -------- --------
Raw materials $ 10,257 $ 10,280 $ 8,811
Work-in-process 6,302 6,376 5,835
Finished goods 22,246 25,666 18,109
-------- -------- --------
Inventories at FIFO cost 38,805 42,322 32,755
LIFO reserve (2,089) (2,135) (1,887)
-------- -------- --------
$ 36,716 $ 40,187 $ 30,868
======== ======== ========
Note 3. Bank Debt
------------------
Long term bank debt consisted of the following:
(In thousands)
--------------------------------
July 3, June 28, Dec. 31,
2004 2003 2003
------- ------- -------
Term loan $ 6,750 $20,000 $ 9,250
Revolving credit line 7,800 5,600 2,800
------- ------- -------
14,550 25,600 12,050
Less current portion of term loan 5,000 6,250 5,000
------- ------- -------
$ 9,550 $19,350 $ 7,050
======= ======= =======
7
Note 4. Accrued Liabilities
----------------------------
Accrued liabilities consisted of the following:
(In thousands)
--------------------------------
July 3, June 28, Dec. 31,
2004 2003 2003
------- ------- -------
Salaries, wages and commissions $ 1,221 $ 1,561 $ 1,164
Vacation and holiday pay 1,115 1,188 1,009
Workers' compensation plans 1,013 944 915
Health benefit plans 618 1,525 1,610
Other accrued liabilities 5,054 8,122 5,614
------- ------- -------
$ 9,021 $13,340 $10,312
======= ======= =======
Note 5. Employee Stock Ownership Plan
--------------------------------------
Chromcraft Revington sponsors a leveraged employee stock ownership plan ("ESOP")
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 the loan from the Company. As the ESOP loan is
repaid, shares are released and allocated to ESOP accounts of active employees
based on the proportion of the loan and related interest paid in the year.
Unearned ESOP shares are reported as a reduction of stockholders' equity as
reflected in the Condensed Consolidated Statement of Stockholders' Equity of the
Company. As shares are committed to be released, Chromcraft Revington reports
compensation expense equal to the average market price of the shares during the
period, and the shares become outstanding for earnings per share computations.
ESOP compensation expense, a non-cash charge, was $233,000 and $459,000 for the
three and six months ended July 3, 2004, respectively, compared to $200,000 and
$416,000 for the three and six months ended June 28, 2003, respectively. ESOP
shares consisted of the following:
(In thousands)
--------------------------------
July 3, June 28, Dec. 31,
2004 2003 2003
------- ------- -------
Allocated shares 120 53 120
Committed to be released shares 34 34 --
Unearned ESOP shares 1,846 1,913 1,880
------- ------- -------
Total ESOP shares 2,000 2,000 2,000
======= ======= =======
Unearned ESOP shares, at cost $18,462 $19,133 $18,798
======= ======= =======
Fair value of unearned ESOP shares $22,635 $23,893 $21,317
======= ======= =======
Note 6. Earnings per Share of Common Stock
-------------------------------------------
Weighted average shares used in the calculation of diluted earnings per share
included dilutive potential common shares (stock options) of approximately
88,000 and 86,000 for the three and six months ended July 3, 2004, respectively,
and 46,000 and 64,000 for the three and six months ended June 28, 2003,
respectively.
Certain options to purchase shares of common stock were outstanding during the
first six months of 2004 and 2003, 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
8
antidilutive. Options excluded from the computation of diluted earnings per
share and their weighted average exercise prices were as follows:
2004 2003
-------------------- --------------------
Average Average
Exercise Exericse
Shares Price Shares Price
------ ----- ------ -----
Second quarter 148,900 $ 16.43 347,163 $ 14.15
First six months 198,603 $ 15.77 223,060 $ 15.26
Note 7. Stock Based Compensation
---------------------------------
The Company has two stock-based compensation plans. The Company accounts for
those plans under the recognition and measurement principles of Accounting
Principles Board 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 following table
summarizes the pro forma effects assuming compensation cost for such awards had
been recorded based upon the estimated fair value (in thousands, except per
share data):
Three Months Ended Six Months Ended
------------------------ ------------------------
July 3, June 28, July 3, June 28,
2004 2003 2004 2003
--------- --------- --------- ---------
Net earnings, as reported $ 2,039 $ 1,589 $ 3,532 $ 3,780
Add: Stock-based employee compensation
expense included in reported net earnings,
net of related tax effects 31 30 61 61
Deduct: Total stock-based employee
compensation expense determined under
fair-value based method for all awards,
net of related tax effects (73) (124) (341) (531)
--------- --------- --------- ---------
Pro forma net earnings $ 1,997 $ 1,495 $ 3,252 $ 3,310
========= ========= ========= =========
Earnings per share
Basic - as reported $ .49 $ .38 $ .86 $ .92
Basic - pro forma $ .48 $ .36 $ .79 $ .80
Diluted - as reported $ .48 $ .38 $ .84 $ .90
Diluted - pro forma $ .48 $ .36 $ .78 $ .80
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
------------------------------------------------------------------------
Overview
--------
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 the Peoples
Republic of China ("China"). Foreign importers compete based on price, utilizing
their low wage and overhead cost structure.
9
On June 18, 2004 the U.S. Department of Commerce announced its preliminary
affirmative determination of antidumping duties, ranging from 5% to 198%, to be
assessed to imports of wooden bedroom furniture from China. A final
determination of antidumping duties by the U.S. Department of Commerce is
expected at the end of 2004. The Company does not anticipate that these duties
will have a significant effect on its results of operations.
Chromcraft Revington's business strategy is to operate as a low-cost,
high-quality manufacturer and distributor of residential and commercial
furniture. The Company has supplemented its domestic manufacturing with imports
of low-cost, labor-intensive furniture components and finished furniture from
the Pacific Rim. 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 businesses, 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.
The following table sets forth the Condensed Consolidated Statements of Earnings
of Chromcraft Revington for the three and six months ended July 3, 2004 and June
28, 2003 expressed as a percentage of sales.
Three Months Ended Six Months Ended
------------------- --------------------
July 3, June 28, July 3, June 28,
2004 2003 2004 2003
----- ----- ----- -----
Sales 100.0% 100.0% 100.0% 100.0%
Cost of sales 76.9 78.3 76.9 78.0
----- ----- ----- -----
Gross margin 23.1 21.7 23.1 22.0
Selling, general and administrative expenses 14.9 15.2 16.2 14.9
----- ----- ----- -----
Operating income 8.2 6.5 6.9 7.1
Interest expense 0.4 0.7 0.4 0.6
----- ----- ----- -----
Earnings before income tax expense 7.8 5.8 6.5 6.5
Income tax expense 3.0 2.2 2.5 2.5
----- ----- ----- -----
Net earnings 4.8% 3.6% 4.0% 4.0%
===== ===== ===== =====
Three and Six Months Ended July 3, 2004 Compared to Three and Six Months Ended
June 28, 2003
------------------------------------------------------------------------------
Consolidated sales decreased for the three and six month periods ended July 3,
2004 as compared to the prior year periods primarily due to import competition,
particularly in bedroom furniture. Selling prices for the first six months of
2004 were slightly higher compared to the prior year period.
For the three months ended July 3, 2004 sales decreased 3.5% to $42,638,000
compared to $44,166,000 for the three months ended June 28, 2003. Shipments of
bedroom and occasional furniture were lower for the second quarter as compared
to the prior year period, partially offset by higher sales of upholstered,
dining room, and commercial furniture. Upholstered furniture shipments were
higher in the second quarter due to the introduction of leather sofas and chairs
at the Company's Silver Furniture and Peters-Revington subsidiaries.
Sales for the first six months of 2004 were $89,105,000, a 4.8% decrease from
sales of $93,597,000 for the same period last year. Sales of bedroom,
occasional, upholstered, and commercial furniture were lower for the first half
of 2004 compared to the prior year period. Shipments of dining room furniture
for the first six months of 2004 were at approximately the same level as
compared to the same period last year.
Gross margin as a percentage of sales was 23.1% for the three and six month
periods ended July 3, 2004, compared to 21.7% and 22.0% for the three and six
month periods ended June 28, 2003, respectively. The higher gross margin
10
percentage in 2004 was primarily due to cost reductions which were due, in part,
to a decrease in employee benefit expense.
Selling, general and administrative expenses as a percentage of sales were 14.9%
and 16.2% for the three and six months ended July 3, 2004, respectively,
compared to 15.2% and 14.9% for the three and six months ended June 28, 2003,
respectively. The lower expense percentage for the three months ended July 3,
2004 is primarily due to a decrease in employee benefit costs. The higher
expense percentage for the six months ended July 3, 2004 was due to a $1,100,000
charge to record a minimum annual supplemental retirement benefit payable to
Michael E. Thomas, Chairman, President, and Chief Executive Officer of the
Company. The charge resulted from an amendment to Mr. Thomas' employment and
supplemental retirement benefit agreements with the Company dated March 3, 2004.
Interest expense for the three and six months ended July 3, 2004 was $189,000
and $386,000, respectively, compared to $304,000 and $628,000 for the same
period in 2003, respectively. The decrease in interest expense for 2004 was
primarily due to lower average bank borrowings during the periods.
Chromcraft Revington's effective income tax rate was 38.4% for the three and six
months ended July 3, 2004 as compared to 38% for the prior year periods. The
increase in the effective tax rate was due to higher state income taxes.
Liquidity and Capital Resources
-------------------------------
Operating activities used $2,057,000 of cash during the six months ended July 3,
2004, as compared to $2,889,000 of cash generated for the same period last year.
Operating activities in 2004 required cash primarily to support an increase in
inventories. At July 3, 2004, inventories were $36,716,000 compared to
$40,187,000 at the end of the second quarter last year.
Investing activities used $620,000 of cash for net capital expenditures during
the first six months of 2004 as compared to $428,000 spent during the same
period last year. Chromcraft Revington expects capital expenditures in 2004 to
be less than $1,500,000.
Financing activities provided $2,677,000 of cash during the first six months of
2004. Cash provided by financing activities was primarily due to bank
borrowings. At July 3, 2004, the Company had approximately $31,700,000 in unused
availability under its bank revolving credit line that matures in 2007.
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. Chromcraft Revington expects to generate excess cash flow in
2004 which will be used to reduce bank debt, to repurchase Company common stock
or for general corporate purposes.
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
--------------------------------------------------------------------------------
Certain information and statements contained in this report 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 "expects", "may", "anticipates", "believes" or
words of similar import. Forward-looking statements are not guarantees of
results or 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 such risks and uncertainties 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 home and existing home sales; and other factors that generally
effect business.
11
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 3. 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 not have a
material impact on net earnings in 2004. The Company supplements its domestic
manufacturing by sourcing parts 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 4. 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-15(e) under the Securities Exchange Act of 1934, as
amended), were effective as of the end of the period covered by this Form 10-Q.
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 errors 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.
There have been no significant changes in Chromcraft Revington's internal
controls, or in other factors that could significantly affect these controls,
during the period covered by this Form 10-Q.
PART II.
Item 4. Submission of Matters to a Vote of Security Holders
-----------------------------------------------------------
(a) Chromcraft Revington held its annual meeting of stockholders on May 4,
2004.
(b) All director nominees were elected to serve until the next annual
meeting of stockholders and until their successors are duly elected
and qualified. Set forth below are the votes cast for each director.
Votes
---------------------
Directors For Withheld
-------------------- --------- --------
Stephen D. Healy 5,732,880 54,138
David L. Kolb 5,733,124 53,894
Larry P. Kunz 5,733,143 53,875
Theodore L. Mullett 5,533,143 253,875
Michael E. Thomas 5,732,404 54,614
Warren G. Wintrub 5,733,143 53,875
12
(c) Set forth below is the vote tabulation regarding the ratification of
the appointment of KPMG LLP as the independent auditors of the Company
for the fiscal year ending December 31, 2004.
Votes Cast
-------------------------
For Against Abstain
--------- ------- -------
5,712,831 50,597 23,590
Item 6. Exhibits and Reports on Form 8-K
-----------------------------------------
(a) Exhibits
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).
(b) Reports on Form 8-K
On April 27, 2004, Chromcraft Revington, Inc. filed a report on Form 8-K,
announcing first quarter 2004 operating results.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Chromcraft
Revington, Inc. has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Chromcraft Revington, Inc.
--------------------------------------
(Registrant)
Date: August 2, 2004 By: /s/ Frank T. Kane
-------------- --------------------------------------
Frank T. Kane
Vice President-Finance
(Duly Authorized Officer and Principal
Accounting and Financial Officer)
13