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 DECEMBER 31, 2001 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
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000-26667
CRAFTMADE INTERNATIONAL, INC.
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(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
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (972) 393-3800
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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 [ ].
5,955,058 shares of Common Stock were outstanding as of January 31, 2002.
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 and
six months ended December 31, 2001 and 2000.
Condensed Consolidated Balance Sheets as of December 31, 2001
and June 30, 2001.
Condensed Consolidated Statements of Cash Flows for the six
months ended December 31, 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
FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED
-------------------------- ------------------------
December December December December
31, 2001 31, 2000 31, 2001 31, 2000
---------- ---------- ---------- ----------
(In thousands except per share data)
Net Sales $ 23,045 $ 19,009 $ 54,804 $ 43,016
Cost of goods sold 15,649 12,781 38,657 29,502
---------- ---------- ---------- ----------
Gross profit 7,396 6,228 16,147 13,514
---------- ---------- ---------- ----------
Selling, general and
administrative expenses 4,483 3,817 9,009 7,671
Interest expense, net 354 525 837 1,114
Depreciation and amortization 137 230 272 455
---------- ---------- ---------- ----------
Total Expenses 4,974 4,572 10,118 9,240
---------- ---------- ---------- ----------
Income before income taxes
and minority interest 2,422 1,656 6,029 4,274
Provision for income taxes 625 544 1,714 1,364
---------- ---------- ---------- ----------
Income before minority interest 1,797 1,112 4,315 2,910
Minority interest (677) (311) (1,238) (685)
---------- ---------- ---------- ----------
Net income $ 1,120 $ 801 $ 3,077 $ 2,225
========== ========== ========== ==========
Basic earnings per common share $ 0.19 $ 0.14 $ 0.52 $ 0.37
========== ========== ========== ==========
Diluted earnings per common share $ 0.19 $ 0.14 $ 0.51 $ 0.37
========== ========== ========== ==========
Cash dividends declared
per common share $ 0.07 $ 0.07 $ 0.14 $ 0.11
========== ========== ========== ==========
SEE ACCOMPANYING NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
3
CRAFTMADE INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
December 31, June 30,
2001 2001
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(Unaudited)
(In thousands)
Current assets:
Cash $ 2,818 $ 1,638
Accounts receivable - net of
allowance of $150,000 12,265 19,215
Inventory 16,435 19,454
Deferred income taxes 758 758
Prepaid expenses and other
current assets 1,072 1,149
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Total current assets 33,348 42,214
Property and equipment, net
Land 1,535 1,535
Building 7,784 7,784
Office furniture and equipment 8,058 5,651
Leasehold improvements 273 273
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17,650 15,243
Less: accumulated depreciation (4,092) (3,102)
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Total property and equipment, net 13,558 12,141
Goodwill, net of accumulated
amortization of $1,204,000 4,735 4,735
Other assets 12 39
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Total other assets 4,747 4,774
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Total assets $ 51,653 $ 59,129
============ ============
SEE ACCOMPANYING NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
4
CRAFTMADE INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
December 31, June 30,
2001 2001
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(Unaudited)
(In thousands)
Current liabilities:
Note payable - current $ 605 $ 512
Revolving lines of credit 13,530 20,600
Accounts payable 3,450 6,551
Commissions payable 231 455
Income taxes payable -- 934
Accrued liabilities 4,319 2,929
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Total current liabilities 22,135 31,981
Other non-current liabilities:
Deferred income taxes 241 241
Note payable - long term 6,959 8,105
Minority interest 1,911 1,049
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Total liabilities 31,246 41,375
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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,9,384,535 and
9,326,535 shares issued, respectively 94 93
Additional paid-in capital 13,074 12,683
Unearned deferred compensation (92) (108)
Retained earnings 28,131 25,886
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41,239 38,586
Less: treasury stock, 3,429,477
common shares at cost, and 32,000
preferred shares at cost (20,832) (20,832)
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Total Stockholders' Equity 20,407 17,754
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Total liabilities and stockholders' equity $ 51,653 $ 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 SIX MONTHS ENDED
---------------------------
December December
31, 2001 31, 2000
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(In thousands except per share data)
Net cash provided by operating
activities: $ 12,536 $ 6,655
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Cash flows from investing activities:
Net additions to equipment (2,418) (360)
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Net cash used for investing activities (2,418) (360)
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Cash flows from financing activities:
Net proceeds from lines of credit (7,070) (1,600)
Principal payments for note payable (1,052) (229)
Stock repurchase -- (2,559)
Stock options exercised 392 --
Cash dividends (832) (631)
Distributions to minority interest members (376) (272)
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Net cash used for financing activities (8,938) (5,291)
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Net increase in cash 1,180 1,004
Cash at beginning of period 1,638 1,171
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Cash at end of period $ 2,818 $ 2,175
========== ==========
SEE ACCOMPANYING NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
6
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OF CRAFTMADE INTERNATIONAL, INC.
AND SUBSIDIARIES
DECEMBER 31, 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.
Certain amounts for the three and six months ended December 31, 2000 have been
reclassified to conform with the current quarter and six months' presentation.
7
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OF CRAFTMADE INTERNATIONAL, INC.
AND SUBSIDIARIES
December 31, 2001
(Unaudited)
(In Thousands)
Note 2 - EARNINGS PER SHARE
The following is a reconciliation of the numerator and denominator used in the
basic and diluted EPS calculations:
FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED
-------------------------- -------------------------
December December December December
31, 2001 31, 2000 31, 2001 31, 2000
---------- ----------- ---------- ----------
(In thousands except per share data)
Basic and
Diluted EPS
Numerator:
Net Income $ 1,120 $ 801 $ 3,077 $ 2,225
---------- ---------- ---------- ----------
Denominator:
Common
Shares
Outstanding 5,931 5,903 5,917 5,980
Basic EPS $ 0.19 $ 0.14 $ 0.52 $ 0.37
========== ========== ========== ==========
Denominator:
Common
Shares
Outstanding 5,931 5,903 5,917 5,980
Options 58 13 65 6
---------- ---------- ---------- ----------
Total Shares 5,989 5,916 5,982 5,986
========== ========== ========== ==========
Diluted EPS $ 0.19 $ 0.14 $ 0.51 $ 0.37
========== ========== ========== ==========
8
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 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.
During the first quarter of fiscal 2000, the Company entered into 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 swap was designated as a fair
value hedge. In November 2001, the Company and its counterparty agreed to
terminate the swap agreement prior to its scheduled maturity. In return for the
early termination of the interest rate swap, the Company received $61,500 in
cash. Accordingly, the fair value of the swap agreement was offset and the
adjustment to the fair value of the related debt will be amortized over the
remaining term of the long-term debt facility. Total amortization for the second
quarter of fiscal 2002 totaled approximately $1,300. The unamortized balance of
the adjustment to the fair value of the related debt totaled $60,200 at December
31, 2001.
9
Note 4 - SEGMENT INFORMATION
The Company has two reportable segments, Craftmade and Trade Source
International, Inc. ("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
outdoor lighting, portable lamps, indoor 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.
The following table presents information about the reportable segments (in
thousands):
Craftmade TSI Total
--------- --------- ---------
For the three months ended
December 31, 2001:
------------------
Net sales from external customers $ 11,549 $ 11,496 $ 23,045
Operating profit 1,656 1,120 2,776
For the three months ended
December 31, 2000:
------------------
Net sales from external customers $ 11,113 $ 7,896 $ 19,009
Operating profit 1,487 694 2,181
For the six months ended
December 31, 2001:
------------------
Net sales from external customers $ 24,976 $ 29,828 $ 54,804
Operating profit 3,709 3,157 6,866
For the six months ended
December 31, 2000:
------------------
Net sales from external customers $ 23,964 $ 19,052 $ 43,016
Operating profit 3,346 2,042 5,388
10
Note 5 - GOODWILL AND OTHER INTANGIBLE ASSETS
Effective July 1, 2001, the Company adopted Statement on Financial Accounting
Standards No. 142, Goodwill and Other Intangible Assets ("SFAS 142"). 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,
ceased upon adoption. Thus, no amortization was recognized in the accompanying
consolidated statements of income for the three and six months ended December
31, 2001 compared to $105,000 and $210,000 for the same periods of the prior
year, respectively. 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 does not believe its goodwill is impaired at December 31, 2001.
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 Design Trends' portable lamp
program, the relationship of Design Trends with its primary mass merchandiser
customer, changes in anticipated levels of sales, whether due to future national
or regional economic and 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.
11
Results of Operations
Three Months Ended December 31, 2001 Compared to Three Months Ended December 31,
2000.
Net Sales. Net sales for the Company increased $4,036,000, or 21.2%, to
$23,045,000 for the three month period ended December 31, 2001 from $19,009,000
for the same three month period last year. Net sales from the Craftmade division
increased $436,000, or 3.9%, to $11,549,000 for the three months ended December
31, 2001 from $11,113,000 for the same three month period last year. The
increase in sales of the Craftmade division was partially due to an increase in
Craftmade's sales of outdoor lighting which generated incremental revenue of
$250,000 compared to the prior year period. In addition, Craftmade's ceiling fan
sales increased 2.5% compared to the same period of the previous year. Net sales
of the TSI division increased $3,600,000, or 45.6%, to $11,496,000 for the three
months ended December 31, 2001 from $7,896,000 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 to a mass merchant in March 2000. The
continued roll out of this new product generated $3,512,000 in incremental
revenue during the quarter ended December 31, 2001.
Gross Profit. Gross profit of the Company as a percentage of sales declined to
32.1% of net sales for the three months ended December 31, 2001, compared to
32.8% for the same period of 2000. The gross margin of the Craftmade division
increased to 39.7% of sales from 37.9% of sales in the year ago period. The
improvement in the gross margin of the Craftmade division was due primarily to a
series of price concessions the Company negotiated with its ceiling fan vendor,
which have, in part, been passed on to customers. The improvement in the
exchange rate of the U.S. dollar relative to the Taiwanese dollar also had a
favorable impact on the gross margin of the showroom division. This improvement
was partially offset by an inventory write down of certain bathstrip and outdoor
lighting products in the amount of $200,000, or $0.02 per share, net of taxes.
The gross margin of the TSI division declined to 24.5% of sales for the three
months ended December 31, 2001 compared to 25.5% of sales in the year ago
period. The decline in the gross margin was related to a shift in the sales mix,
with a greater portion of revenue being generated by Design Trends' business
which carries a lower gross margin than other products of the TSI division.
12
Selling, General and Administrative Expenses. Total selling, general and
administrative ("SG&A") expenses of the Company increased $666,000 to $4,484,000
or 19.5% of net sales for the three months ended December 31, 2001 from
$3,818,000 or 20.1% of net sales for the same three month period last year.
Total SG&A expenses of the Craftmade division increased $182,000 to $2,814,000
or 24.4% of sales compared to $2,632,000 or 23.7% of sales for the same period
in the previous period. The increase in SG&A expenses of the Craftmade division
was primarily related to increased payroll costs associated with the
implementation of the Company's logistics and accounting systems upgrade. Total
SG&A expenses of the TSI division increased $484,000 to $1,670,000 or 14.5% of
sales compared to $1,186,000 or 15.0% of sales for the same period in the
previous year. The improvement in TSI's SG&A expenses as a percentage of sales
was related to the effect of increased revenue leveraging down fixed SG&A
expenses.
Interest Expense. Net interest expense of the Company decreased $171,000 to
$354,000 for the three months ended December 31, 2001 from $525,000 for the same
three-month period last year. This improvement was primarily the result of a
decrease in the outstanding balance of the Company's revolving lines of credit,
combined with lower interest rates in effect during the period.
Minority Interest. Minority interest of $677,000 and $311,000 for the three
months ended December 31, 2001 and 2000, respectively, represented the 50%
ownership of Prime/Home Impressions, LLC ("PHI") and Design Trends 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 $625,000
or 35.8% of net income before taxes but after minority interest expense, for the
three months ended December 31, 2001, from $544,000 or 40.4% for the same period
of the prior year. The decrease in the effective rate relates to a decrease in
non-deductible expenses, primarily amortization of goodwill, as a percentage of
pretax income.
Results of Operations
Six Months Ended December 31, 2001 Compared to Six Months Ended December 31,
2000
Net Sales. Net sales for the Company increased $11,788,000, or 27.4%, to
$54,804,000 for the six month period ended December 31, 2001 from $43,016,000
for the same six month period last year. Net sales of the Craftmade division
increased $1,012,000, or 4.2%, to $24,976,000 for the six months ended December
31, 2001 from
13
$23,964,000 for the same six month period last year. The increase in sales of
the Craftmade division was partially due to an increase in sales of outdoor
lighting which generated incremental revenue of $546,000. In addition,
Craftmade's ceiling fan sales increased 2.9% compared to the same period of the
previous year. Net sales of the TSI division increased $10,776,000, or 56.6%, to
$29,828,000 for the six months ended December 31, 2001 from $19,052,000 for the
same six month period last year. The increase was primarily attributable to
sales generated by Design Trends. The continued roll out of Design Trends' new
portable lamp product line generated $10,462,000 in incremental revenue during
the six months ended December 31, 2001.
Gross Profit. Gross profit of the Company as a percentage of sales decreased to
29.5% of net sales for the six months ended December 31, 2001 compared to 31.4%
for the same period of 2000. The gross margin of the Craftmade division
increased to 38.4% of sales from 37.2% of sales in the year ago period. The
improvement in the gross margin of the Craftmade division was due primarily to a
series of price concessions the Company negotiated with its ceiling fan vendor,
which have, in part, been passed on to customers. The improvement in the
exchange rate of the U.S. dollar relative to the Taiwanese dollar also had a
favorable impact on the gross margin of the showroom division. This improvement
was partially offset by an inventory write down of certain bathstrip and outdoor
lighting products in the amount of $200,000, or $0.02 per share, net of taxes.
The gross margin of the TSI division declined to 21.9% of sales for the six
months ended December 31, 2001 compared to 24.1% of sales in the year ago
period. The decline in the gross margin was related to a shift in the sales mix,
with a greater portion of revenue being generated by Design Trends' business
which carries a lower gross margin than other products of the TSI division.
Selling, General and Administrative Expenses. Total selling, general and
administrative ("SG&A") expenses of the Company increased $1,338,000 to
$9,009,000 or 16.4% of net sales for the six months ended December 31, 2001 from
$7,671,000 or 17.8% of net sales for the same six month period last year. Total
SG&A expenses of the Craftmade division increased $290,000 to $5,672,000 or
22.7% of sales compared to $5,382,000 or 22.5% of sales for the same period in
the previous period. The increase in SG&A expense dollars of Craftmade is
primarily attributable to increases in commissions and certain other costs
directly correlated to the sales increase experienced by Craftmade. Total SG&A
expenses of the TSI division increased $1,048,000 to $3,337,000 or 11.2% of
sales from $2,289,000 or 12.0% of sales for the same period in the previous
year. The improvement in TSI's SG&A expenses as a percentage of sales was
related to the effect of increased revenue leveraging down fixed SG&A expenses.
14
Interest Expense. Net interest expense of the Company decreased $277,000 to
$837,000 for the six months ended December 31, 2001 from $1,114,000 for the same
three month period last year. This improvement was primarily the result of a
decrease in the outstanding balance of the Company's revolving lines of credit,
combined with lower interest rates in effect during the period.
Minority Interest. Minority interest of $1,238,000 and $685,000 for the six
months ended December 31, 2001 and 2000, respectively, represented the 50%
ownership of PHI and Design Trends 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
$1,714,000 or 35.8% of net income before taxes but after minority interest
expense, for the six months ended December 31, 2001, from $1,365,000 or 38.0%
for the same period of the prior year. The decrease in the effective rate
relates to a decrease in non-deductible expenses, primarily amortization of
goodwill, as a percentage of pretax income.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash increased $1,180,000 from $1,638,000 at June 30, 2001 to
$2,818,000 at December 31, 2001. The Company's operating activities provided
cash of $12,536,000 primarily attributable to the Company's net income from
operations, collections on customer accounts and reduced inventory levels.
In order to satisfy anticipated demand for Design Trends' portable lamp program,
the Company maintains an inventory for Design Trends of approximately $3.1
million as of December 31, 2001. Currently, this program is primarily with one
mass merchandiser customer. Should the terms of the 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 $2,418,000 of cash used for investing activities related primarily to
additions to property and equipment associated with Design Trends' portable lamp
program as well as expenditures associated with the implementation of the
Company's logistics and accounting systems upgrade.
The $8,938,000 of cash used for financing activities was primarily the result of
(i) distributions to PHI's minority interest members of $376,000, (ii) principal
payments of $1,052,000 on the Company's
15
note payable, (iii) cash dividends of $832,000, and (iv) principal payments of
$7,070,000 on the Company's lines of credit. These amounts were partially offset
by proceeds of $392,000 received from stock options exercised.
On November 6, 2001, the Company entered into a Credit Agreement with The Frost
National Bank ("Frost"), pursuant to which Frost agreed to provide the Company
with a $20,000,000 line of credit. The Credit Agreement with Frost replaced the
Company's existing $20,000,000 line of credit with J.P. Morgan Chase & Co.
("Chase") and Frost. The terms of the Company's new line of credit with Frost
are substantially identical to the Company's preceding line of credit. The
Company chose to obtain its line of credit solely from Frost, rather than a
syndicate of Frost and Chase, because the Company currently maintains its
banking accounts with Frost, and the use of Frost exclusively will permit the
Company to facilitate more rapid payments with respect to the line of credit,
which the Company believes will result in a reduction of interest expense.
At December 31, 2001, subject to continued compliance with certain covenants and
restrictions, the Company had $20,000,000 available on its lines of credit, of
which $12,000,000 had been utilized. In addition, PHI had $3,000,000 available
on its line of credit at December 31, 2001, of which $1,530,000 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 anticipated capital expenditures of approximately
$2,000,000, as well as fund its projected growth over the next twelve months.
At December 31, 2001, $7,504,000 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.
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
16
swap agreement (the "Swap Agreement") with during the first quarter of fiscal
2000, which was held by the Company for non-trading purposes.
In November 2001, the Company transferred its line of credit from Chase to
Frost. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations - Liquidity and Capital Resources." In connection with
this transfer, the Company and Chase agreed to terminate the Swap Agreement, and
Chase paid the Company $61,500 in connection with this termination.
At December 31, 2001, the Company had a $20,000,000 line of credit (the
"Craftmade Line of Credit") with Frost at an interest rate of prime less .5%, of
which $12,000,000 was outstanding. At December 31, 2001 the prime rate was equal
to 4.75%. The Craftmade Line of Credit is due on demand; however, if no demand
is made, it is scheduled to mature October 31, 2003.
In addition, at December 31, 2001, PHI had a $3,000,000 line of credit (the "PHI
Line of Credit") with Wachovia Bank, N.A. at an interest rate of the one-month
LIBOR plus 2%, of which $1,530,000 was outstanding. At December 31, 2001 the
one-month LIBOR rate was equal to 1.87% The PHI Line of Credit is due on demand;
however, if no demand is made, it is scheduled to mature March 2, 2002.
Because of the short-term nature of each of the Craftmade Line of Credit and the
PHI Line of Credit, the Company is subject to market risk associated adverse
changes in interest rates. A sharp rise in interest rates could materially
adversely affect the financial condition and results of operations of the
Company. The Company has not entered into any instruments to minimize this
market risk of adverse changes in interest rates because the Company believes
the cost associated with such instruments would outweigh the benefits that would
be obtained from utilizing such instruments.
Under the Craftmade Line of Credit, for each one percentage point (1%)
incremental increase in the prime rate, the Company's annualized net interest
expense would increase by approximately $120,000. Consequently, an increase in
the prime rate of five percentage points (5%) would result in an estimated
annualized increase of interest expense for the Company of approximately
$600,000.
Under the PHI Line of Credit, for each one percentage point (1%) incremental
increase in LIBOR, the Company's annualized net interest expense would increase
by approximately $15,000. Consequently, an increase in LIBOR of five percentage
points (5%) would result in an estimated annualized increase of interest expense
for the Company of approximately $75,000.
17
The Company currently purchases a substantial amount of ceiling fans and other
products of its Craftmade division from Fanthing, a Taiwanese company. The
Company's verbal understanding with Fanthing provides that all transactions are
to be denominated in U.S. dollars; however, the understanding further provides
that, in the event that the value of the U.S. dollar appreciates or depreciates
against the Taiwanese dollar by one Taiwanese dollar or more, Fanthing's prices
will be accordingly adjusted by 2.5%. As of February 13, 2002, one U.S. dollar
equalled 35.04 Taiwanese dollars. A sharp appreciation of the Taiwanese dollar
relative to the U.S. dollar could materially adversely affect the financial
condition and results of operations of the Company. The Company has not entered
into any instruments to minimize this market risk of adverse changes in currency
rates because the Company believes the cost associated with such instruments
would outweigh the benefits that would be obtained from utilizing such
instruments. All other purchases of the Company from foreign vendors are
denominated in U.S. dollars and are not subject to adjustment provisions with
respect to foreign currency fluctuations. As a result, the Company does not
believe that it is subject to any material foreign currency exchange risk with
respect to such purchases.
During the fiscal quarter ended December 31, 2001, the Company purchased
approximately $4,679,000 of products from Fanthing. Under the Company's
understanding with Fanthing, each $1 incremental appreciation of the Taiwanese
dollar would result in an estimated annualized net increase in cost of good sold
of approximately $468,000, based on the Company's purchases during the fiscal
quarter ended December 31, 2001 (on an annualized basis). A $5 incremental
appreciation of the Taiwanese dollar would result in an estimated annualized
increase in cost of goods sold of approximately $2,340,000, based on the
Company's purchases during the fiscal quarter ended December 31, 2001 (on an
annualized basis). A $10 incremental appreciation of the Taiwanese dollar would
result in an increase of approximately $4,680,000 on an annualized basis, based
on the Company's purchases during the fiscal quarter ended December 31, 2001 (on
an annualized basis). These amounts are estimates of the financial impact of an
appreciation of the Taiwanese dollar relative to the U.S. dollar and are based
on annualizations of the Company's purchases from Fanthing for the fiscal
quarter ended December 31, 2001. Consequently, these amounts are not necessarily
indicative of the effect of such changes with respect to an entire year.
18
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 directors. 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
At the annual meeting of the Company's stockholders on October 25, 2001, the
stockholders of the Company (i) elected James R. Ridings, Clifford Crimmings,
Kathleen B. Oher, A. Paul Knuckley, Jerry E. Kimmel, Neall W. Humphrey, John
DeBlois and Lary C. Snodgrass as directors of the Company; and (ii) ratified the
appointment of PricewaterhouseCoopers LLP as independent auditors for 2002.
The vote in the election of directors was as follows:
Number of Votes Number of Votes Abstentions
of Common Stock of Common Stock and
For Withheld Broker Non-Votes
---------------- ---------------- ----------------
James Ridings 3,426,550 89,225 --
Clifford Crimmings 3,426,550 89,225 --
Kathleen B. Oher 3,477,350 38,425 --
A. Paul Knuckley 3,477,350 38,425 --
Jerry E. Kimmel 3,426,550 89,225 --
Neall W. Humphrey 3,426,550 89,225 --
John DeBlois 3,426,550 89,225 --
Lary C. Snodgrass 3,477,350 38,425 --
The vote in the ratification of PricewaterhouseCoopers LLP as independent
auditors for the fiscal year ending June 30, 2002 was 3,515,765 for, 10 against,
and 0 abstentions and broker non-votes.
19
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.
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.
20
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.
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,
21
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.
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
22
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.
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
23
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.
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
24
September 26, 2001 (File No. 000-26667) and herein
incorporated by reference.
10.26 Loan Agreement dated November 6, 2001, by and between
Craftmade International, Inc., a Delaware
corporation, and The Frost National Bank, a national
banking association.
10.27 Termination Agreement dated November 16, 2001, by and
between Craftmade International, Inc., a Delaware
corporation, and JPMorgan Chase Bank.
b). Reports on Form 8-K
None
25
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 February 13, 2002 /s/ James R. Ridings
------------------------- ------------------------------
JAMES R. RIDINGS
President and Chief
Executive Officer
Date February 13, 2002 /s/ Kathleen B. Oher
------------------------- ------------------------------
KATHLEEN B. OHER
Chief Financial Officer
26
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-18 (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.
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.
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.
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, 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 10-Q 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 10-Q 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.
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.
10.26 Loan Agreement dated November 6, 2001, by and between
Craftmade International, Inc., a Delaware corporation, and The
Frost National Bank, a national banking association.
10.27 Termination Agreement dated November 16, 2001, by and between
Craftmade International, Inc., a Delaware corporation, and
JPMorgan Chase Bank.