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 SEPTEMBER 30, 2001 OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____________ TO _____________
Commission File Number
----------------------
000-26667
CRAFTMADE INTERNATIONAL, INC.
-----------------------------
(Exact name of registrant as specified in its charter)
Delaware 75-2057054
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
650 South Royal Lane, Suite 100, Coppell, Texas 75019
----------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (972) 393-3800
--------------
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 [ ]
5,913,058 shares of Common Stock were outstanding as of October 31, 2001.
CRAFTMADE INTERNATIONAL, INC. AND SUBSIDIARIES
Index to Quarterly Report on Form 10-Q
Part I. Financial Information
Item 1. Financial Statements (unaudited)
Condensed Consolidated Statements of Income for the three
months ended September 30, 2001 and 2000.
Condensed Consolidated Balance Sheets as of September 30, 2001
and June 30, 2001.
Condensed Consolidated Statements of Cash Flows for the three
months ended September 30, 2001 and 2000.
Notes to Condensed Consolidated Financial Statements.
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Part II. Other Information
Item 1. Legal Proceedings
Item 2. Changes in Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of
Stockholders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
2
CRAFTMADE INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
FOR THE THREE MONTHS ENDED
---------------------------------------
September 30, 2001 September 30, 2000
------------------ ------------------
(In thousands except per share data)
Net Sales $ 32,068 $ 24,005
Cost of goods sold 23,008 16,721
-------- --------
Gross profit 9,060 7,284
-------- --------
Selling, general and
administrative expenses 4,524 3,852
Interest expense, net 483 589
Depreciation and amortization 446 224
-------- --------
Total Expenses 5,453 4,665
-------- --------
Income before income taxes
and minority interest 3,607 2,619
Provision for income taxes 1,089 822
-------- --------
Income before minority interest 2,518 1,797
Minority interest (561) (373)
-------- --------
Net income $ 1,957 $ 1,424
======== ========
Basic and diluted
earnings per common share $ 0.33 $ 0.24
======== ========
Cash dividends declared
per common share $ 0.07 $ 0.04
======== ========
SEE ACCOMPANYING NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
3
CRAFTMADE INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
September 30, June 30,
2001 2001
------------- --------
(Unaudited)
(In thousands)
Current assets:
Cash $ 2,194 $ 1,638
Accounts receivable - net of
allowance of $150,000 19,352 19,215
Inventory 17,719 19,454
Deferred income taxes 758 758
Prepaid expenses and other
current assets 1,241 1,149
-------- --------
Total current assets 41,264 42,214
-------- --------
Property and equipment, net
Land 1,535 1,535
Building 7,784 7,784
Office furniture and equipment 7,195 5,651
Leasehold improvements 273 273
-------- --------
16,787 15,243
Less: accumulated depreciation (3,536) (3,102)
-------- --------
Total property and equipment, net 13,251 12,141
-------- --------
Goodwill, net of accumulated
amortization of $1,204,000 4,735 4,735
Other assets 64 39
-------- --------
Total other assets 4,799 4,774
-------- --------
Total assets $ 59,314 $ 59,129
======== ========
SEE ACCOMPANYING NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
4
CRAFTMADE INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
September 30, June 30,
2001 2001
------------- --------
(Unaudited)
(In thousands)
Current liabilities:
Note payable - current $ 521 $ 512
Revolving lines of credit 17,678 20,600
Accounts payable 5,359 6,551
Commissions payable 327 455
Income taxes payable 1,308 934
Accrued liabilities 5,061 2,929
-------- --------
Total current liabilities 30,254 31,981
Other non-current liabilities:
Deferred Income taxes 241 241
Note payable - long term 7,943 8,076
Minority interest 1,410 1,049
-------- --------
Total liabilities 39,848 41,347
-------- --------
Stockholders' equity:
Series A cumulative, convertible
callable preferred stock, $1.00
par value, 2,000,000 shares
authorized; 32,000 shares issued 32 32
Common stock, $.01 par value,
15,000,000 shares authorized,9,342,535 and
9,326,535 shares issued, respectively 93 93
Additional paid-in capital 12,791 12,683
Unearned deferred compensation (100) (108)
Retained earnings 27,429 25,886
Accumulated other comprehensive income 53 28
-------- --------
40,298 38,614
Less: treasury stock, 3,429,477
common shares at cost, and 32,000
preferred shares at cost (20,832) (20,832)
-------- --------
Total Stockholders' Equity 19,466 17,782
-------- --------
Total liabilities and stockholders' equity $ 59,314 $ 59,129
======== ========
SEE ACCOMPANYING NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
5
CRAFTMADE INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
FOR THE THREE MONTHS ENDED
---------------------------------
September 30, September 30,
2001 2000
------------- -------------
Net cash provided by operating
activities: $ 5,664 $ 3,592
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Cash flows from investing activities:
Net additions to equipment (1,556) (67)
------- -------
Net cash used for investing activities (1,556) (67)
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Cash flows from financing activities:
Net payments on lines of credit (2,922) (1,200)
Principal payments on note payable (124) (114)
Stock repurchase -- (1,595)
Proceeds from exercise of stock options 108 --
Cash dividends (414) (249)
Distributions to minority
interest members (200) (190)
------- -------
Net cash used for financing activities (3,552) (3,348)
------- -------
Net increase in cash 556 177
Cash at beginning of period 1,638 1,171
------- -------
Cash at end of period $ 2,194 $ 1,348
======= =======
SEE ACCOMPANYING NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
6
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OF CRAFTMADE INTERNATIONAL, INC.
AND SUBSIDIARIES
SEPTEMBER 30, 2001
(Unaudited)
Note 1 - BASIS OF PREPARATION AND PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared
pursuant to the rules and regulations of the Securities and Exchange Commission
and include all adjustments which are, in the opinion of management, necessary
for a fair presentation. The condensed consolidated financial statements include
the accounts of the Company and its subsidiaries. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations. The Company believes that the
disclosures are adequate to make the information presented not misleading;
however, it is suggested that these financial statements be read in conjunction
with the financial statements and the notes thereto which are incorporated by
reference in the Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 2001. The financial data for the interim periods may not necessarily be
indicative of results to be expected for the year.
7
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OF CRAFTMADE INTERNATIONAL, INC.
AND SUBSIDIARIES
SEPTEMBER 30, 2001
(Unaudited)
Note 2 - EARNINGS PER SHARE
The following is a reconciliation of the numerator and denominator used in the
basic and diluted EPS calculation:
FOR THE THREE MONTHS ENDED
------------------------------
September 30, September 30,
2001 2000
------------- -------------
(In thousands, except per share data)
Basic and diluted EPS:
Numerator: Net income $1,957 $1,424
====== ======
Basic denominator: Common
shares outstanding 5,903 6,056
====== ======
Basic EPS $ .33 $ .24
====== ======
Diluted denominator: Common
shares outstanding 5,903 6,056
Options 71 --
------ ------
Total shares 5,974 6,056
====== ======
Diluted EPS $ .33 $ .24
====== ======
Note 3 - DERIVATIVE FINANCIAL INSTRUMENT
The Company records all derivative instruments on the balance sheet at fair
value. Changes in the fair value of derivatives are recorded each period in
current earnings or other comprehensive income, depending on whether a
derivative is designated as part of a hedge transaction and, if it is, depending
on the type of hedge transaction. For fair-value hedge transactions in which the
Company is hedging changes in an asset's, liability's, or firm commitment's fair
value, changes in the fair value of the derivative instrument will generally be
offset in the income statement by changes in the hedged item's fair value. For
cash-flow hedge transactions in which the Company is hedging the
8
variability of cash flows related to a variable-rate asset, liability, or a
forecasted transaction, changes in the fair value of the derivative instrument
will be reported in other comprehensive income. The gains and losses on the
derivative instrument that are reported in other comprehensive income will be
reclassified as earnings in the periods in which earnings are impacted by the
variability of the cash flows of the hedged item. The ineffective portion of all
hedges will be recognized in current-period earnings.
The Company has an interest rate swap agreement, with a maturity of December 29,
2003, to manage its exposure to interest rate movements by effectively
converting its long-term facility debt from fixed to variable rates. The
notional amount of the interest rate swap subject to variable rates as of
September 30, 2001 was $2,708,000, which decreases as payments are made on the
long-term note payable. Under this agreement, the Company has contracted to pay
a variable rate equal to LIBOR plus 2.43% (which totaled 5.07% at September 30,
2001) and receive a fixed rate of 8.125%. For the three months ended September
30, 2001, the Company recorded a net-of-tax cumulative-effect-type adjustment of
$25,000 in accumulated other comprehensive income to recognize at fair value the
interest rate swap agreement which management designated as a cash-flow hedging
instrument. As the critical terms of the interest rate swap agreement and the
interest-bearing debt are the same, the Company has assumed that there is no
ineffectiveness in the hedge relationship.
Note 4 - SEGMENT INFORMATION
The Company has two reportable segments, Craftmade and Trade Source
International, Inc., its wholly-owned subsidiary ("TSI"). The Company is
organized on a combination of product type and customer base. The Craftmade
segment primarily derives its revenue from home furnishings including ceiling
fans, light kits, bathstrip lighting and lamps offered primarily through
lighting showrooms, certain major retail chains and catalog houses. The TSI
segment derives its revenue from lighting and fan accessories marketed solely to
mass merchandisers.
The accounting policies of the segments are the same as those described in Note
2 - Summary of Significant Accounting Policies to the Company's Annual Report on
Form 10-K for the fiscal year ended June 30, 2001. The Company evaluates the
performance of its segments and allocates resources to them based on their
operating profit and loss and cash flows.
9
The following table presents information about the reportable segment (in
thousands):
Craftmade TSI Total
--------- ------- -------
For the three months ended September 30, 2001:
Net sales from external customers $13,427 $18,641 $32,068
Operating profit 2,054 2,036 4,090
For the three months ended September 30, 2000:
Net sales from external customers $12,851 $11,154 $24,005
Operating profit 1,860 1,348 3,208
Note 5 - GOODWILL AND OTHER INTANGIBLE ASSETS
Effective July 1, 2001, the Company adopted Statement on Financial Accounting
Standards No. 142 ("SFAS 142)", Goodwill and Other Intangible Assets. SFAS 142
changes the accounting for goodwill from an amortization method to an
impairment-only approach. Amortization of goodwill and intangible assets with
indefinite lives, including such assets recorded in past business combinations,
cease upon adoption. Thus, no amortization was recognized in the accompanying
consolidated statements of income for the three months ended September 30, 2001
compared to $99,000 for the same period of the prior year. On an annual basis,
and when there is reason to suspect that their values have been diminished or
impaired, these assets must be tested for impairment, and a write-down may be
necessary. SFAS 142 allows up to six months from the date of adoption to
complete the initial goodwill impairment test. The Company has not completed
the initial impairment test; however based on current information, the Company
does not expect goodwill will be impaired.
Note 6 - COMPREHENSIVE INCOME
Comprehensive income for the three months ended September 30, 2001 and 2000 was
$1,982,000 and $1,392,000, respectively.
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Cautionary Statement
With the exception of historical information, the matters discussed in this
document contain forward-looking statements. There are certain important factors
which could cause results to differ materially from those anticipated by these
forward-looking statements. Some of the important factors which would cause
actual results to differ materially from those in the forward-looking statements
include, among other things, the success of the Design Trends' portable lamp
program, changes in anticipated levels of sales, whether due to future national
or regional economic and
10
competitive conditions, changes in relationships with customers, TSI's
dependence on select mass merchandisers, customer acceptance of existing and new
products, pricing pressures due to excess capacity, cost increases, changes in
tax or interest rates, unfavorable economic and political developments in Asia,
the location of the Company's primary vendors, declining conditions in the home
construction industry, inability to realize deferred tax assets, and other
uncertainties, all of which are difficult to predict and many of which are
beyond the control of the Company.
Results of Operations
Three Months Ended September 30, 2001 Compared to Three Months Ended September
30, 2000.
Net Sales. Net sales for the Company increased $8,063,000, or 33.5%, to
$32,068,000 for the three month period ended September 30, 2001 from $24,005,000
for the same three month period last year. Net sales from the Craftmade division
increased $576,000, or 4.4%, to $13,427,000 for the three months ended September
30, 2001 from $12,851,000 for the same three month period last year. The
increase in sales of the Craftmade division was due to a significant increase in
Craftmade's sales of outdoor lighting which generated incremental revenue of
$296,000 compared to the prior year period. In addition, Craftmade's ceiling fan
sales increased 2.7% compared to the same period of the previous year. Net sales
of the TSI division increased $7,487,000, or 67.1%, to $18,641,000 for the three
months ended September 30, 2001 from $11,154,000 for the same three month period
last year. The increase was primarily attributable to sales generated by Design
Trends, LLC ("Design Trends"), the Company's 50% owned subsidiary, which
introduced a new line of portable lamps in March 2000. The continued roll out of
this new product generated $7,258,000 in incremental revenue during the quarter
ended September 30, 2001.
Gross Profit. Gross profit of the Company as a percentage of sales decreased to
28.2% of net sales for the three months ended September 30, 2001 compared to
30.3% for the same period of 2000. The gross margin of the Craftmade division
increased to 37.4% of sales from 36.6% of sales in the year ago period. The
improvement in the gross margin of the Craftmade division was due primarily to
price concessions the Company negotiated with its ceiling fan vendor which were
implemented in the fourth quarter of fiscal 2001, and have, in part, been passed
on to customers. The gross margin of the TSI Division declined to 21.7% of sales
for the three months ended September 30, 2001 compared to 23.1% of sales in the
year ago period. The decline in the gross margin was related to a shift in
11
the sales mix, with a greater portion of revenue being generated by Design
Trends' business which carries a lower gross margin than the TSI division's
overall average.
Selling, General and Administrative Expenses. Total selling, general and
administrative expenses ("SG&A") of the Company decreased as a percentage of
sales to 14.1% of net sales or $4,524,000 for the three months ended September
30, 2001 from 16.0% of net sales or $3,852,000 for the same three month period
last year. The total dollar increase in SG&A of $672,000 was primarily
attributable to costs associated with increased sales. Total SG&A expenses of
the TSI division decreased to 8.9% of sales from 9.9% of sales for the same
period in the previous year. SG&A expenses of the Craftmade division decreased
to 21.3% of net sales from 21.4% for the same three month period last year. The
improvement in both divisions was related to the effect of increased revenue
leveraging down fixed SG&A expenses.
Interest Expense. Net interest expense of the Company decreased $106,000 to
$483,000 for the three months ended September 30, 2001 from $589,000 for the
same three month period last year. This decrease was primarily the result of
lower interest rates in effect during the period.
Minority Interest. Minority interest of $561,000 and $373,000 for the three
months ended September 30, 2001 and 2000, respectively, represented the 50%
ownership of Prime/Home Impressions, LLC ("PHI") and Design Trends, LLC by
non-Company owned members. The non-Company owned interests have been accounted
for as minority interest.
Provision For Income Taxes. The provision for income taxes increased to
$1,089,000 or 35.8% of net income before taxes but after minority interest
expense, for the three months ended September 30, 2001, from $822,000 or 36.6%
for the same period of the prior year.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash increased $556,000 to $2,194,000 at September 30, 2001 from
$1,638,000 at June 30, 2001. The Company's operating activities provided cash of
$5,664,000, primarily attributable to the Company's net income from operations
and collections on customer accounts.
In order to satisfy anticipated demand for the portable lamp program, the
Company has increased Design Trends' inventory to approximately $4.8 million.
Currently, this program is primarily with one mass merchandiser customer. Should
the terms of the
12
program with this particular mass merchandiser be at a level less than
originally anticipated the Company would be required to find other customers for
this inventory. There can be no assurances that the alternative sources would
generate similar sales levels and profit margins as anticipated with the current
customer.
The $1,556,000 of cash used for investing activities related to additions to
property and equipment, with the primary portion of such cash used for costs
associated with Design Trends' portable lamp program.
The $3,522,000 of cash used for financing activities was primarily the result of
(i) distributions to PHI's minority interest holder of $200,000, (ii) principal
payments of $124,000 on the Company's note payable,(iii) cash dividends of
$414,000, and (iv) principal payments of $2,922,000 on the Company's lines of
credit. The Company did not repurchase any of its common shares in the quarter
ended September 30, 2001.
At September 30, 2001, subject to continued compliance with certain covenants
and restrictions, the Company had $20,000,000 available on its lines of credit,
of which $16,000,000 had been utilized. The line of credit expires on November
30, 2001 and the Company expects to renegotiate the line of credit on similar
terms prior to expiration. In addition, PHI had $3,000,000 available on its line
of credit at September 30, 2001, of which $1,678,000 had been utilized. The
Company's management believes that its current lines of credit, combined with
cash flows from operations, are adequate to fund the Company's current operating
needs, make annual payments of approximately $1,200,000 under the note payable,
fund the Design Trends new product roll-out of approximately $1,000,000, fund
anticipated capital expenditures, as well as fund its projected growth over the
next twelve months.
At September 30, 2001, $8,464,000 remained outstanding under the twelve year
note payable for the Company's 378,000 square foot operating facility. The
Company's management believes that this facility will be sufficient for its
purposes for the foreseeable future.
During the first quarter of fiscal 2000, the Company entered into a letter
agreement with Chase Bank of Texas, N.A., pursuant to which the Company
conducted a fixed-to-floating interest rate swap. See Note 3 - Derivative
Financial Instrument in the Notes to Condensed Consolidated Financial Statements
and Item 3 - Quantitative and Qualitative Disclosures about Market Risk. The
Company does not believe that this transaction will have a material effect on
its financial condition.
13
ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The information set forth below constitutes a "forward looking statement." See
Management's Discussion and Analysis of Financial Condition and Results of
Operations - Cautionary Statement.
As a result of the terms of the Company's note payable on its operating
facility, the Company is subject to market risk associated with adverse changes
in interest rates. In an effort to reduce this market risk, the Company entered
into an interest rate swap agreement (the "Swap Agreement") with Chase Bank of
Texas, National Association ("Chase") during the first quarter of fiscal 2000.
The Swap Agreement is held by the Company for non-trading purposes and is
designated as a cash-flow hedging instrument.
The notional principal amount of the Swap Agreement was $2,708,000 at September
30, 2001. During the term of the Swap Agreement, the Company receives a fixed
rate of interest (8.125%) from Chase on this notional amount in consideration of
its obligation to pay a floating rate of interest on this notional amount. The
floating rate of interest is based on the regularly published London Interbank
Offered Rate ("LIBOR") plus 2.43%. At September 30, 2001, LIBOR was equal to
2.64%. The Swap Agreement matures on December 29, 2003.
Although the Company entered into the Swap Agreement to reduce its exposure to
changes in interest rates, a sharp rise in interest rates could materially
adversely affect the financial condition and results of operations of the
Company. Under the Swap Agreement, for each one percent (1%) incremental
increase in LIBOR, the Company's annualized net interest expense would increase
by approximately $27,080. Consequently, an increase in LIBOR of five percent
(5%) would result in an estimated annualized increase of interest expense for
the Company of approximately $135,400. See Note 4 - Derivative Financial
Instrument to the Notes to Condensed Consolidated Financial Statements.
14
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
not applicable
Item 2. Changes in Securities and Use of Proceeds
On October 29, 2001, the Company purchased 192 shares of
common stock for the account of each of its non-employee
directors, Jerry Kimmel, Lary Snodgrass and Paul Knuckley, as
part of such non-employee directors' services provided to the
company as a director. These shares of common stock were
acquired by the non-employee directors pursuant to private
placement exemptions, including Section 4(2), of the
Securities Act of 1933, as amended.
Item 3. Defaults Upon Senior Securities
not applicable
Item 4. Submission of Matters to a Vote of Stockholders
not applicable
Item 5. Other Information
not applicable
Item 6. Exhibits and Reports on Form 8-K
a). Exhibits
3.1 Certificate of Incorporation of the Company, filed as
Exhibit 3(a)(2) to the Company's Post Effective
Amendment No. 1 to Form S-18 (File No. 33-33594-FW)
and incorporated by reference herein.
3.2 Certificate of Amendment of Certificate of
Incorporation of the Company, dated March 24, 1992
and filed as Exhibit 4.2 to the Company's Form S-8
(File No. 333-44337) and incorporated by reference
herein.
15
3.3 Amended and Restated Bylaws of the Company, filed as
Exhibit 3(b)(2) to the Company's Post Effective
Amendment No. 1 to Form S-8 (File No. 33-33594-FW)
and incorporated by reference herein.
4.1 Specimen Common Stock Certificate, filed as Exhibit
4.4 to the Company's Registration Statement on Form
S-3 (File No. 333-70823) and incorporated by
reference herein.
4.2 Rights Agreement, dated as of June 23, 1999, between
Craftmade International, Inc. and Harris Trust and
Savings Bank, as Rights Agent, previously filed as an
exhibit to Form 8-K dated July 9, 1999 (File No.
000-26667) and incorporated by reference herein.
10.1 Earnest Money contract and Design/Build Agreement
dated May 8, 1995, between MEPC Quorum Properties II,
Inc. and Craftmade International, Inc. (including
exhibits), previously filed as an exhibit in Form
10-Q for the quarter ended December 31, 1995, and
herein incorporated by reference.
10.2 Assignment of Rents and Leases dated December 21,
1995, between Craftmade International, Inc. and
Allianz Life Insurance Company of North America
(including exhibits), previously filed as an exhibit
in Form 10-Q for the quarter ended December 31, 1995,
and herein incorporated by reference.
10.3 Deed of Trust, Mortgage and Security Agreement made
by Craftmade International, Inc., dated December 21,
1995, to Patrick M. Arnold, as trustee for the
benefit of Allianz Life Insurance Company of North
America (including exhibits), previously filed as an
exhibit in Form 10-Q for the quarter ended December
31, 1995, and herein incorporated by reference.
10.4 Second Amended and Restated Credit Agreement dated
November 14, 1995, among Craftmade International,
Inc., Nations Bank of Texas, N.A., as Agent and the
Lenders defined therein (including exhibits),
previously filed as an exhibit in Form 10-Q for the
quarter ended December 31, 1995, and herein
incorporated by reference.
16
10.5 Lease Agreement dated November 30, 1995, between
Craftmade International, Inc. and TSI Prime, Inc.,
previously filed as an exhibit in Form 10-Q for the
quarter ended December 31, 1995, and herein
incorporated by reference.
10.6 Revolving credit facility with Texas Commerce Bank,
previously filed as an exhibit in Form 10-K for the
year ended June 30, 1996, and herein incorporated by
reference.
10.7 Agreement and Plan of Merger, dated as of July 1,
1998, by and among Craftmade International, Inc.,
Trade Source International, Inc., a Delaware
corporation, Neall and Leslie Humphrey, John DeBlois,
the Wiley Family Trust, James Bezzerides, the Bezzco
Inc. Employee Retirement Trust and Trade Source
International, Inc., a California corporation, filed
as Exhibit 2.1 to the Company's Current Report on
Form 8-K filed July 15, 1998 (File No. 33-33594-FW)
and herein incorporated by reference.
10.8 Voting Agreement, dated July 1, 1998, by and among
James R. Ridings, Neall Humphrey and John DeBlois,
filed as Exhibit 2.1 to the Company's Current Report
on Form 8-K filed July 15, 1998 (File No.
33-33594-FW) and herein incorporated by reference.
10.9 Third Amendment to Credit Agreement, dated July 1,
1998, by and among Craftmade International, Inc., a
Delaware corporation, Trade Source International,
Inc., a Delaware corporation, Chase Bank of Texas,
National Association (formerly named Texas Commerce
Bank, National Association) and Frost National Bank
(formerly named Overton Bank and Trust), filed as
Exhibit 2.1 to the Company's Current Report on Form
8-K filed July 15, 1998 (File No. 33-33594-FW) and
herein incorporated by reference.
10.10 Consent to Merger by Chase Bank of Texas, National
Association and Frost National Bank, filed as Exhibit
2.1 to the Company's Current Report on Form 8-K filed
July 15, 1998 (File No. 33-33594-FW) and herein
incorporated by reference.
17
10.11 Employment Agreement, dated July 1, 1998, by and
among Craftmade International, Inc., Trade Source
International, Inc., a Delaware corporation and Neall
Humphrey, filed as Exhibit 2.1 to the Company's
Current Report on Form 8-K filed July 15, 1998 (File
No. 33-33594-FW) and herein incorporated by
reference.
10.12 Employment Agreement, dated July 1, 1998, by and
among Craftmade International, Inc., Trade Source
International, Inc., a Delaware corporation, and
Leslie Humphrey, filed as Exhibit 2.1 to the
Company's Current Report on Form 8-K filed July 15,
1998 (File No. 33-33594-FW) and herein incorporated
by reference.
10.13 Employment Agreement, dated July 1, 1998, by and
among Craftmade International, Inc., Trade Source
International, Inc., a Delaware corporation and John
DeBlois, filed as Exhibit 2.1 to the Company's
Current Report on Form 8-K filed July 15, 1998 (File
No. 33-33594-FW) and herein incorporated by
reference.
10.14 Registration Rights Agreement, dated July 1, 1998, by
and among Craftmade International, Inc., Neall and
Leslie Humphrey and John DeBlois, filed as Exhibit
2.1 to the Company's Current Report on Form 8-K filed
July 15, 1998 (File No. 33-33594-FW) and herein
incorporated by reference.
10.15 ISDA Master Agreement and Schedule, dated June 17,
1999, by and among Chase Bank of Texas, National
Association, Craftmade International, Inc., Durocraft
International, Inc. and Trade Source International,
Inc., filed as Exhibit 10.15 to the Company's
Quarterly Report on Form 10Q filed November 12, 1999
(File No. 000-26667) and herein incorporated by
reference.
10.16 Confirmation under ISDA Master Agreement, dated July
23, 1999, from Chase Bank of Texas, National
Association to Craftmade International, Inc., filed
as Exhibit 10.16 to the Company's Quarterly Report on
Form 10Q filed November 12, 1999 (File No. 000-26667)
and herein incorporated by reference.
18
10.17 Fourth Amendment to Credit Agreement, dated April 2,
1999, by and among Craftmade International, Inc., a
Delaware corporation, Durocraft International, Inc.,
a Texas Corporation, Trade Source International,
Inc., a Delaware Corporation, Chase Bank of Texas,
National Association and Frost National Bank, filed
as Exhibit 10.17 to the Company's Quarterly Report on
Form 10-Q filed May 15, 2000 (File No. 000-26667) and
herein incorporated by reference.
10.18 Letter Agreement Concerning Fifth Amendment to Credit
Agreement, dated August 11, 1999, from Chase Bank of
Texas, N.A. and Frost National Bank to Craftmade
International, Inc., Durocraft International, Inc.,
Trade Source International, Inc., and C/D/R
Incorporated, filed as Exhibit 10.18 to the Company's
Quarterly Report on Form 10Q filed May 15, 2000 (File
No. 000-26667) and herein incorporated by reference.
10.19 Sixth Amendment to Credit Agreement, dated November
12, 1999, by and among Craftmade International, Inc.,
a Delaware corporation. Durocraft International,
Inc., a Texas Corporation, Trade Source
International, Inc., a Delaware Corporation, C/D/R
Incorporated, a Delaware corporation, Chase Bank of
Texas, National Association and Frost National Bank,
filed as Exhibit 10.19 to the Company's Quarterly
Report on Form 10Q filed May 15, 2000 (File No.
000-26667) and herein incorporated by reference.
10.20 Employment Agreement dated October 25, 1999, between
Kathy Oher and Craftmade International, Inc., filed
as Exhibit 10.20 to the Company's Annual Report on
Form 10-K filed September 26, 2000 (File No.
000-26667) and herein incorporated by reference.
10.21 Seventh Amendment to Credit Agreement dated May 12,
2000, by and among Craftmade International, Inc., a
Delaware corporation, Durocraft International, Inc.,
a Texas corporation, Trade Source International,
Inc., a Delaware corporation, C/D/R Incorporated, a
Delaware corporation, Chase Bank of Texas, National
Association and Frost National Bank, filed as Exhibit
10.21 to the Company's Annual Report on Form 10-K
filed September 26, 2000 (File No. 000-26667) and
herein incorporated by reference.
19
10.22 Craftmade International, Inc. 1999 Stock Option Plan,
filed as Exhibit A to the Company's Proxy Statement
on Schedule 14A filed October 4, 2000 (File No.
000-26667) and herein incorporated by reference.
10.23 Craftmade International, Inc. 2000 Non-Employee
Director Stock Plan, filed as Exhibit B to the
Company's Proxy Statement on Schedule 14A filed
October 4, 2000 (File No. 000-26667) and herein
incorporated by reference.
10.24 Eighth Amendment to Credit Agreement dated February
12, 2001, by and among Craftmade International, Inc.,
a Delaware corporation, Durocraft International,
Inc., a Texas corporation, Trade Source
International, Inc., a Delaware corporation, Design
Trends, LLC, a Delaware limited liability company,
C/D/R Incorporated, a Delaware corporation, The Chase
Manhattan Bank and The Frost National Bank, filed as
Exhibit 10.24 to the Company's Quarterly Report on
Form 10-Q filed May 14, 2001 (File No. 000-26667) and
herein incorporated by reference.
10.25 Ninth Amendment to Credit Agreement dated June 29,
2001, by and among Craftmade International, Inc. a
Delaware corporation, Durocraft International, Inc.,
a Texas corporation, Trade Source International,
Inc., a Delaware corporation, Design Trends, LLC, a
Delaware limited liability company, C/D/R
Incorporated, a Delaware corporation, The Chase
Manhattan Bank and The Frost National Bank, filed as
Exhibit 10.25 to the Company's Annual Report on Form
10-K filed September 26, 2001 (File No. 000-26667)
and herein incorporated by reference.
b). Reports on Form 8-K
On September 28, 2001, the Company filed a Form 8-K,
furnishing a press release.
20
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CRAFTMADE INTERNATIONAL, INC.
(Registrant)
Date November 8, 2001 /s/ James R. Ridings
-----------------------------------
JAMES R. RIDINGS
President and Chief
Executive Officer
Date November 8, 2001 /s/ Kathleen B. Oher
-----------------------------------
KATHLEEN B. OHER
Chief Financial Officer
21
Index to Exhibits
Exhibit
Number Description
------- -----------
3.1 Certificate of Incorporation of the Company, filed as Exhibit
3(a)(2) to the Company's Post Effective Amendment No. 1 to
Form S-18 (File No. 33-33594-FW) and incorporated by reference
herein.
3.2 Certificate of Amendment of Certificate of Incorporation of
the Company, dated March 24, 1992 and filed as Exhibit 4.2 to
the Company's Form S-8 (File No. 333-44337) and incorporated
by reference herein.
3.3 Amended and Restated Bylaws of the Company, filed as Exhibit
3(b)(2) to the Company's Post Effective Amendment No. 1 to
Form S-8 (File No. 33-33594-FW) and incorporated by reference
herein.
4.1 Specimen Common Stock Certificate, filed as Exhibit 4.4 to the
Company's Registration Statement on Form S-3 (File No.
333-70823) and incorporated by reference herein.
4.2 Rights Agreement, dated as of June 23, 1999, between Craftmade
International, Inc. and Harris Trust and Savings Bank, as
Rights Agent, previously filed as an exhibit to Form 8-K dated
July 9, 1999 (File No. 000-26667) and incorporated by
reference herein.
10.1 Earnest Money contract and Design/Build Agreement dated May 8,
1995, between MEPC Quorum Properties II, Inc. and Craftmade
International, Inc. (including exhibits), previously filed as
an exhibit in Form 10-Q for the quarter ended December 31,
1995, and herein incorporated by reference.
10.2 Assignment of Rents and Leases dated December 21, 1995,
between Craftmade International, Inc. and Allianz Life
Insurance Company of North America (including exhibits),
previously filed as an exhibit in Form 10-Q for the quarter
ended December 31, 1995, and herein incorporated by reference.
10.3 Deed of Trust, Mortgage and Security Agreement made by
Craftmade International, Inc., dated December 21, 1995, to
Patrick M. Arnold, as trustee for the benefit of Allianz Life
Insurance Company of North America (including exhibits),
previously filed as an exhibit in
22
Form 10-Q for the quarter ended December 31, 1995, and herein
incorporated by reference.
10.4 Second Amended and Restated Credit Agreement dated November
14, 1995, among Craftmade International, Inc., Nations Bank of
Texas, N.A., as Agent and the Lenders defined therein
(including exhibits), previously filed as an exhibit in Form
10-Q for the quarter ended December 31, 1995, and herein
incorporated by reference.
10.5 Lease Agreement dated November 30, 1995, between Craftmade
International, Inc. and TSI Prime, Inc., previously filed as
an exhibit in Form 10-Q for the quarter ended December 31,
1995, and herein incorporated by reference.
10.6 Revolving credit facility with Texas Commerce Bank, previously
filed as an exhibit in Form 10-K for the year ended June 30,
1996, and herein incorporated by reference.
10.7 Agreement and Plan of Merger, dated as of July 1, 1998, by and
among Craftmade International, Inc., Trade Source
International, Inc., a Delaware corporation, Neall and Leslie
Humphrey, John DeBlois, the Wiley Family Trust, James
Bezzerides, the Bezzco Inc. Employee Retirement Trust and
Trade Source International, Inc., a California corporation,
filed as Exhibit 2.1 to the Company's Current Report on Form
8-K filed July 15, 1998 (File No. 33-33594-FW) and herein
incorporated by reference.
10.8 Voting Agreement, dated July 1, 1998, by and among James R.
Ridings, Neall Humphrey and John DeBlois, filed as Exhibit 2.1
to the Company's Current Report on Form 8-K filed July 15,
1998 (File No. 33-33594-FW) and herein incorporated by
reference.
10.9 Third Amendment to Credit Agreement, dated July 1, 1998, by
and among Craftmade International, Inc., a Delaware
corporation, Trade Source International, Inc., a Delaware
corporation, Chase Bank of Texas, National Association
(formerly named Texas Commerce Bank, National Association) and
Frost National Bank (formerly named Overton Bank and Trust),
filed as Exhibit 2.1 to the Company's Current Report on Form
8-K filed July 15, 1998 (File No. 33-33594-FW) and herein
incorporated by reference.
23
10.10 Consent to Merger by Chase Bank of Texas, National Association
and Frost National Bank, filed as Exhibit 2.1 to the Company's
Current Report on Form 8-K filed July 15, 1998 (File No.
33-33594-FW) and herein incorporated by reference.
10.11 Employment Agreement, dated July 1, 1998, by and among
Craftmade International, Inc., Trade Source International,
Inc., a Delaware corporation and Neall Humphrey, filed as
Exhibit 2.1 to the Company's Current Report on Form 8-K filed
July 15, 1998 (File No. 33-33594-FW) and herein incorporated
by reference.
10.12 Employment Agreement, dated July 1, 1998, by and among
Craftmade International, Inc., Trade Source International,
Inc., a Delaware corporation, and Leslie Humphrey, filed as
Exhibit 2.1 to the Company's Current Report on Form 8-K filed
July 15, 1998 (File No. 33-33594-FW) and herein incorporated
by reference.
10.13 Employment Agreement, dated July 1, 1998, by and among
Craftmade International, Inc., Trade Source International,
Inc., a Delaware corporation and John DeBlois, filed as
Exhibit 2.1 to the Company's Current Report on Form 8-K filed
July 15, 1998 (File No. 33-33594-FW) and herein incorporated
by reference.
10.14 Registration Rights Agreement, dated July 1, 1998, by and
among Craftmade International, Inc., Neall and Leslie Humphrey
and John DeBlois, filed as Exhibit 2.1 to the Company's
Current Report on Form 8-K filed July 15, 1998 (File No.
33-33594-FW) and herein incorporated by reference.
10.15 ISDA Master Agreement and Schedule, dated June 17, 1999, by
and among Chase Bank of Texas, National Association, Craftmade
International, Inc., Durocraft International, Inc. and Trade
Source International, Inc., filed as Exhibit 10.15 to the
Company's Quarterly Report on Form 10Q filed November 12, 1999
(File No. 000-26667) and herein incorporated by reference.
10.16 Confirmation under ISDA Master Agreement, dated July 23, 1999,
from Chase Bank of Texas, National Association to Craftmade
International, Inc., filed as Exhibit 10.16 to the Company's
Quarterly Report on Form 10Q filed November 12, 1999 (File No.
000-26667) and herein incorporated by reference.
24
10.17 Fourth Amendment to Credit Agreement, dated April 2, 1999, by
and among Craftmade International, Inc., a Delaware
corporation, Durocraft International, Inc., a Texas
Corporation, Trade Source International, Inc., a Delaware
Corporation, Chase Bank of Texas, National Association and
Frost National Bank, filed as Exhibit 10.17 to the Company's
Quarterly Report on Form 10-Q filed May 15, 2000 (File No.
000-26667) and herein incorporated by reference.
10.18 Letter Agreement Concerning Fifth Amendment to Credit
Agreement, dated August 11, 1999, from Chase Bank of Texas,
N.A. and Frost National Bank to Craftmade International, Inc.,
Durocraft International, Inc., Trade Source International,
Inc., and C/D/R Incorporated, filed as Exhibit 10.18 to the
Company's Quarterly Report on Form 10Q filed May 15, 2000
(File No. 000-26667) and herein incorporated by reference.
10.19 Sixth Amendment to Credit Agreement, dated November 12, 1999,
by and among Craftmade International, Inc., a Delaware
corporation. Durocraft International, Inc., a Texas
Corporation, Trade Source International, Inc., a Delaware
Corporation, C/D/R Incorporated, a Delaware corporation, Chase
Bank of Texas, National Association and Frost National Bank,
filed as Exhibit 10.19 to the Company's Quarterly Report on
Form 10Q filed May 15, 2000 (File No. 000-26667) and herein
incorporated by reference.
10.20 Employment Agreement dated October 25, 1999, between Kathy
Oher and Craftmade International, Inc., filed as Exhibit 10.20
to the Company's Annual Report on Form 10-K filed September
26, 2000 (File No. 000-26667) and herein incorporated by
reference.
10.21 Seventh Amendment to Credit Agreement dated May 12, 2000, by
and among Craftmade International, Inc., a Delaware
corporation, Durocraft International, Inc., a Texas
corporation, Trade Source International, Inc., a Delaware
corporation, C/D/R Incorporated, a Delaware corporation, Chase
Bank of Texas, National Association and Frost National Bank,
filed as Exhibit 10.21 to the Company's Annual Report on Form
10-K filed September 26, 2000 (File No. 000-26667) and herein
incorporated by reference.
25
10.22 Craftmade International, Inc. 1999 Stock Option Plan, filed as
Exhibit A to the Company's Proxy Statement on Schedule 14A
filed October 4, 2000 (File No. 000-26667) and herein
incorporated by reference.
10.23 Craftmade International, Inc. 2000 Non-Employee Director Stock
Plan, filed as Exhibit B to the Company's Proxy Statement on
Schedule 14A filed October 4, 2000 (File No. 000-26667) and
herein incorporated by reference.
10.24 Eighth Amendment to Credit Agreement dated February 12, 2001,
by and among Craftmade International, Inc., a Delaware
corporation, Durocraft International, Inc., a Texas
corporation, Trade Source International, Inc., a Delaware
corporation, Design Trends, LLC, a Delaware limited liability
company, C/D/R Incorporated, a Delaware corporation, The Chase
Manhattan Bank and The Frost National Bank, filed as Exhibit
10.24 to the Company's Quarterly Report on Form 10-Q filed May
14, 2001 (File No. 000-26667) and herein incorporated by
reference.
10.25 Ninth Amendment to Credit Agreement dated June 29, 2001, by
and among Craftmade International, Inc. a Delaware
corporation, Durocraft International, Inc., a Texas
corporation, Trade Source International, Inc., a Delaware
corporation, Design Trends, LLC, a Delaware limited liability
company, C/D/R Incorporated, a Delaware corporation, The Chase
Manhattan Bank and The Frost National Bank, filed as Exhibit
10.25 to the Company's Annual Report on Form 10-K filed
September 26, 2001 (File No. 000-26667) and herein
incorporated by reference.
26