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 MARCH 31, 2002 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
----------------------
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
----- -----
5,962,058 shares of Common Stock were outstanding as of May 10, 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
nine months ended March 31, 2002 and 2001.
Condensed Consolidated Balance Sheets as of March 31, 2002 and
June 30, 2001.
Condensed Consolidated Statements of Cash Flows for the nine
months ended March 31, 2002 and 2001.
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 NINE MONTHS ENDED
---------------------------- ----------------------------
March March March March
31, 2002 31, 2001 31, 2002 31, 2001
------------ ------------ ------------ ------------
(In thousands except per share data)
Net Sales $ 22,134 $ 19,658 $ 76,937 $ 62,674
Cost of goods sold 15,129 13,285 53,785 42,787
------------ ------------ ------------ ------------
Gross profit 7,005 6,373 23,152 19,887
------------ ------------ ------------ ------------
Selling, general and
administrative expenses 4,479 4,264 13,489 11,936
Interest expense, net 219 577 1,056 1,692
Depreciation and amortization 137 231 407 683
------------ ------------ ------------ ------------
Total expenses 4,835 5,072 14,952 14,311
------------ ------------ ------------ ------------
Income before income taxes
and minority interest 2,170 1,301 8,200 5,576
Provision for income taxes 541 342 2,255 1,707
------------ ------------ ------------ ------------
Income before minority interest 1,629 959 5,945 3,869
Minority interest (660) (279) (1,898) (964)
------------ ------------ ------------ ------------
Net income $ 969 $ 680 $ 4,047 $ 2,905
============ ============ ============ ============
Basic earnings per common share $ 0.16 $ 0.12 $ 0.68 $ 0.49
============ ============ ============ ============
Diluted earnings per common share $ 0.16 $ 0.12 $ 0.68 $ 0.49
============ ============ ============ ============
Cash dividends declared
per common share $ 0.07 $ 0.07 $ 0.21 $ 0.18
============ ============ ============ ============
SEE ACCOMPANYING NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
3
CRAFTMADE INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
March 31, June 30,
2002 2001
------------ ------------
(Unaudited)
(In thousands)
Current assets:
Cash $ 4,697 $ 1,638
Accounts receivable - net of
allowance of $150,000 13,357 19,215
Inventory 13,908 19,454
Deferred income taxes 758 758
Prepaid expenses and other
current assets 473 1,149
------------ ------------
Total current assets 33,193 42,214
Property and equipment, net
Land 1,535 1,535
Building 7,784 7,784
Office furniture and equipment 7,768 5,651
Leasehold improvements 273 273
------------ ------------
17,360 15,243
Less: accumulated depreciation (4,650) (3,102)
------------ ------------
Total property and equipment, net 12,710 12,141
Goodwill, net of accumulated
amortization of $1,204,000 4,735 4,735
Other assets 12 39
------------ ------------
Total other assets 4,747 4,774
------------ ------------
Total assets $ 50,650 $ 59,129
============ ============
SEE ACCOMPANYING NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
4
CRAFTMADE INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
March 31, June 30,
2002 2001
------------ ------------
(Unaudited)
(In thousands)
Current liabilities:
Note payable - current $ 680 $ 512
Revolving lines of credit 13,475 20,600
Accounts payable 2,332 6,551
Commissions payable 310 455
Income taxes payable 375 934
Accrued liabilities 3,884 2,929
------------ ------------
Total current liabilities 21,056 31,981
Other non-current liabilities:
Deferred income taxes 241 241
Note payable - long term 5,927 8,104
------------ ------------
Total liabilities 27,224 40,326
------------ ------------
Minority interest 2,432 1,049
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,9,388,535 and
9,326,535 shares issued, respectively 94 93
Additional paid-in capital 13,100 12,683
Unearned deferred compensation (84) (108)
Retained earnings 28,684 25,886
------------ ------------
41,826 38,586
Less: treasury stock, 3,429,477
common shares at cost, and 32,000
preferred shares at cost (20,832) (20,832)
------------ ------------
Total stockholders' equity 20,994 17,754
------------ ------------
Total liabilities and stockholders' equity $ 50,650 $ 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 NINE MONTHS ENDED
----------------------------
March March
30, 2002 31, 2001
------------ ------------
(In thousands except per share data)
Net cash provided by operating
activities: $ 15,667 $ 3,621
------------ ------------
Cash flows from investing activities:
Net additions to equipment (2,128) (982)
------------ ------------
Net cash used for investing activities (2,128) (982)
------------ ------------
Cash flows from financing activities:
Net proceeds from (payment to) lines of credit (7,125) 1,050
Principal payments on note payable (2,009) (349)
Stock repurchase -- (2,559)
Stock options exercised 418 --
Cash dividends (1,249) (1,043)
Capital contribution from minority
interest members -- 10
Distributions to minority interest members (515) (395)
------------ ------------
Net cash used for financing activities (10,480) (3,286)
------------ ------------
Net increase (decrease) in cash 3,059 (647)
Cash at beginning of period 1,638 1,171
------------ ------------
Cash at end of period $ 4,697 $ 524
============ ============
SEE ACCOMPANYING NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
6
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OF CRAFTMADE INTERNATIONAL, INC.
AND SUBSIDIARIES
MARCH 31, 2002
(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 nine months ended March 31, 2002 have been
reclassified to conform with the current quarter and nine months' presentation.
7
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OF CRAFTMADE INTERNATIONAL, INC.
AND SUBSIDIARIES
March 31, 2002
(Unaudited)
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 NINE MONTHS ENDED
------------ ------------ ------------ ------------
March March March March
31, 2002 31, 2001 31, 2002 31, 2001
------------ ------------ ------------ ------------
(In thousands except per share data)
Basic and
Diluted EPS
Numerator:
Net Income $ 969 $ 680 $ 4,047 $ 2,905
------------ ------------ ------------ ------------
Denominator:
Common
Shares
Outstanding 5,957 5,887 5,930 5,949
Basic EPS $ 0.16 $ 0.12 $ 0.68 $ 0.49
============ ============ ============ ============
Denominator:
Common
Shares
Outstanding 5,957 5,887 5,930 5,949
Options 55 4 62 7
------------ ------------ ------------ ------------
Total Shares 6,012 5,891 5,992 5,956
============ ============ ============ ============
Diluted EPS $ 0.16 $ 0.12 $ 0.68 $ 0.49
============ ============ ============ ============
8
Note 3 - DERIVATIVE FINANCIAL INSTRUMENT
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.
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
March 31, 2002:
Net sales from external customers $ 11,375 $ 10,759 $ 22,134
Operating profit 1,498 891 2,389
For the three months ended
March 31, 2001:
Net sales from external customers $ 11,026 $ 8,632 $ 19,658
Operating profit 1,363 515 1,878
For the nine months ended
March 31, 2002:
Net sales from external customers $ 36,351 $ 40,586 $ 76,937
Operating profit 5,208 4,048 9,256
For the nine months ended
March 31, 2001:
Net sales from external customers $ 34,991 $ 27,683 $ 62,674
Operating profit 4,709 2,559 7,268
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 nine months ended March 31,
2002 compared to $105,000, or $0.01 per share, net of taxes, and $315,000, $0.03
per share, net of taxes, 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. Other than the cessation of the amortization of
goodwill, the adoption of FAS 142 did not have any effect on the Company's
financial statements.
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 and vendor programs, whether
due to future national or regional economic and competitive conditions, changes
in relationships with customers, TSI's and PHI'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.
Critical Accounting Policies
The Company's management discussion and analysis of its financial condition and
results of operations following are based upon the
11
Company's consolidated financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States.
The preparation of these financial statements requires the Company's management
to make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses, and related disclosure of contingent assets
and liabilities. The Company's estimates are based on historical experience and
various other factors that are believed to be reasonable under the
circumstances, the results of which form the basis for our conclusions. The
Company continually evaluates the information used to make these estimates as
our business and the economic environment changes. The Company's management
believes that the estimates, assumptions and judgments involved in the
accounting policies described below have the greatest potential impact on our
financial statements, so the Company considers these to be our critical
accounting policies.
Revenue recognition
The Company recognizes revenue when title transfers and the risks and rewards of
ownership have passed to the customer, based on the terms of sale. Title
generally transfers upon shipment of goods from our warehouse. In some
instances, the Company ships product directly from our supplier to the customer.
In these cases, the Company recognizes revenue when the product is accepted by
the customer's representative. The Company does not have an obligation or policy
of replacing, at no cost, customer products damaged or lost in transit.
As part of our revenue recognition policy, the Company records estimated
incentives payable to our customers at a future date as a reduction of revenue
at the time the revenues are recorded. The Company bases its estimates on
contractual terms of the programs and estimated or actual sales to individual
customers. Actual incentives in any future period are inherently uncertain and,
thus, may differ from our estimates. If actual or expected incentives were
significantly greater than the reserves the Company had established, the Company
would record a reduction to net revenues in the period in which the Company made
such determination.
Allowance for Doubtful Accounts
The Company maintains an allowance for trade accounts receivable for which
collection on specific customer accounts is doubtful. In determining
collectibility, the Company's management reviews available customer financial
statement information, credit rating reports as well as other external documents
and public filings. When it is deemed probable that a specific customer account
is uncollectible, that balance is included in the reserve calculation. Actual
results could differ from these estimates.
12
Inventory
Inventory is the Company's largest asset class. The Company's inventory is
primarily comprised of finished goods and is recorded at the lower of cost or
market using the average cost method. The Company provides estimated inventory
allowances for excess, slow-moving and obsolete inventory as well as inventory
whose carrying value is in excess of net realizable value. These reserves are
based on current assessments about future demands, market conditions and related
management initiatives. If market conditions and actual demands are less
favorable than those projected by management, additional inventory write-downs
may be required.
Results of Operations
Three Months Ended March 31, 2002 Compared to Three Months Ended March 31, 2001.
Net Sales. Net sales for the Company increased $2,476,000, or 12.6%, to
$22,134,000 for the three month period ended March 31, 2002 from $19,658,000 for
the same three month period last year. Net sales from the Craftmade division
increased $349,000, or 3.2%, to $11,375,000 for the three months ended March 31,
2002 from $11,026,000 for the same three month period last year. The increase in
sales of the Craftmade division was primarily due to an increase in Craftmade's
sales of outdoor lighting which generated incremental revenue of $324,000 from
the prior year period. Net sales of the TSI division increased $2,127,000, or
24.6%, to $10,759,000 for the three months ended March 31, 2002 from $8,632,000
for the same three month period last year. The increase was 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 $3,169,000 in
incremental revenue during the quarter ended March 31, 2002, partially offset by
a decline in sales of promotional, or non-core program, merchandise to a mass
retail customer.
Gross Profit. Gross profit of the Company as a percentage of sales declined to
31.6% of net sales for the three months ended March 31, 2002, compared to 32.4%
for the same period of 2001. The gross margin of the Craftmade division
increased to 40.8% of sales from 38.2% 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
13
Taiwanese dollar also had a favorable impact on the gross margin of the showroom
division. The gross margin of the TSI division declined to 22.0% of sales for
the three months ended March 31, 2002 compared to 25.0% of sales in the year ago
period. The decline in the gross margin of TSI was related to a shift in the
sales mix of TSI, with a greater portion of revenue being generated by Design
Trends' business which carries a lower gross margin and lower SG&A expenses than
other products of the TSI division.
Selling, General and Administrative Expenses. Total selling, general and
administrative ("SG&A") expenses of the Company increased $215,000 to
$4,479,000, or 20.2% of net sales, for the three months ended March 31, 2002,
from $4,264,000, or 21.7% of net sales, for the same three month period last
year. Total SG&A expenses of the Craftmade division increased $279,000 to
$3,031,000, or 26.6% of net sales, compared to $2,752,000, or 25.0% of net
sales, for the same period in the previous period. The increase in SG&A expenses
of the Craftmade division was primarily related to costs associated with the
implementation of the Company's logistics and accounting systems upgrade. Total
SG&A expenses of the TSI division decreased $64,000 to $1,448,000, or 13.5% of
net sales, compared to $1,512,000, or 17.5% of net sales, for the same period in
the previous year. The improvement in TSI's SG&A expenses in dollars and as a
percentage of sales was related to the shift in the sales mix of TSI as
discussed above.
Interest Expense. Net interest expense decreased $358,000 to $219,000 for the
three months ended March 31, 2001 from $577,000 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 $660,000 and $279,000 for the three
months ended March 31, 2002 and 2001, 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 $541,000
or 35.8% of net income before taxes but after minority interest expense, for the
three months ended March 31, 2002, from $342,000 or 33.5% for the same period of
the prior year.
Results of Operations
Nine Months Ended March 31, 2002 Compared to Nine Months Ended March 31, 2001
14
Net Sales. Net sales for the Company increased $14,263,000, or 22.8%, to
$76,937,000 for the nine month period ended March 31, 2002 from $62,674,000 for
the same nine month period last year. Net sales of the Craftmade division
increased $1,360,000, or 3.9%, to $36,351,000 for the nine months ended March
31, 2002 from $34,991,000 for the same nine month period last year. The increase
in sales of the Craftmade division was primarily due to an increase in sales of
outdoor lighting which generated incremental revenue of $965,000. Net sales of
the TSI division increased $12,903,000 or 46.6%, to $40,586,000 for the nine
months ended March 31, 2002 from $27,683,000 for the same nine month period last
year. The increase was attributable to sales generated by Design Trends. The
continued roll out of Design Trends' new portable lamp product line generated
$13,631,000 in incremental revenue during the nine months ended March 31, 2002.
Gross Profit. Gross profit of the Company as a percentage of sales decreased to
30.1% of net sales for the nine months ended March 31, 2002 compared to 31.7%
for the same period of 2001. The gross margin of the Craftmade division
increased to 39.2% of sales from 37.5% 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 a write down of certain bathstrip and outdoor lighting
inventory in the amount of $200,000, or $0.02 per share, net of taxes. The gross
margin of the TSI division declined to 22.0% of sales for the nine months ended
March 31, 2002 compared to 24.4% of sales in the year ago period. The decline in
the gross margin was related to a shift in the sales mix of TSI, 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 SG&A expenses of the Company
increased $1,553,000 to $13,489,000, or 17.5% of net sales, for the nine months
ended March 31, 2002, from $11,936,000, or 19.0% of net sales, for the same nine
month period last year. Total SG&A expenses of the Craftmade division increased
$569,000, to $8,704,000 or 23.9% of net sales, compared to $8,135,000, or 23.2%
of net sales, for the same period in the previous period. The increase in SG&A
expenses of Craftmade was primarily attributable to costs associated with the
implementation of the company's logistics and accounting systems upgrade. Total
SG&A expenses of the TSI division increased $984,000 to $4,785,000, or 11.8% of
net sales from $3,801,000, or 13.7% of net sales, for the
15
same period in the previous year. The improvement in TSI's SG&A expenses as a
percentage of sales was related to a shift in the sales mix as discussed above.
Interest Expense. Net interest expense decreased $636,000 to $1,056,000 for the
nine months ended March 31, 2002 from $1,692,000 for the same nine-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 $1,898,000 and $964,000 for the nine
months ended March 31, 2002 and 2001, 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
$2,255,000 or 35.8% of net income before taxes but after minority interest
expense, for the nine months ended March 31, 2002, from $1,707,000 or 37.0% for
the same period of the prior year. The decrease in the effective rate for the
nine month period is the result of the elimination of amortization of
nondeductible goodwill in 2002.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash increased $3,059,000 from $1,638,000 at June 30, 2001 to
$4,697,000 at March 31, 2002. The Company's operating activities provided cash
of $15,667,000 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 $2.2
million as of March 31, 2002. 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 $2,128,000 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.
16
The $10,480,000 of cash used for financing activities was primarily the result
of (i) distributions to PHI's minority interest members of $515,000, (ii)
principal payments of $2,009,000 on the Company's note payable,(iii) cash
dividends of $1,249,000, and (iv) principal payments of $7,125,000 on the
Company's lines of credit. These amounts were partially offset by proceeds of
$418,000 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 March 31, 2002, subject to continued compliance with certain covenants and
restrictions, the Company had $20,000,000 available on its lines of credit, of
which $12,175,000 had been utilized. In addition, PHI had $3,000,000 available
on its line of credit at March 31, 2002, of which $1,300,000 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 dividend payments of approximately $420,000 per quarter, as well
as fund its projected growth over the next twelve months.
At March 31, 2002, $6,607,000 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.
17
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 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 March 31, 2002, 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
$12,175,000 was outstanding. At March 31, 2002 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 March 31, 2002, 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 $1,300,000 was outstanding. At March 31, 2002 the
one-month LIBOR rate was equal to 1.88%. The PHI Line of Credit is due on
demand; however, if no demand is made, it is scheduled to mature April 16, 2003.
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 interest
expense would increase by approximately $122,000. 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
$610,000.
Under the PHI Line of Credit, for each one percentage point (1%) incremental
increase in LIBOR, the Company's annualized interest expense would increase by
approximately $13,000. Consequently, an
18
increase in LIBOR of five percentage points (5%) would result in an estimated
annualized increase of interest expense for the Company of approximately
$65,000.
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 May 10, 2002, one U.S. dollar
equaled $34.52 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 March 31, 2002, the Company purchased
approximately $3,485,000 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 goods
sold of approximately $349,000, based on the Company's purchases during the
fiscal quarter ended March 31, 2002 (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 $1,743,000, based on the
Company's purchases during the fiscal quarter ended March 31, 2002 (on an
annualized basis). A $10 incremental appreciation of the Taiwanese dollar would
result in an increase of approximately $3,485,000 on an annualized basis, based
on the Company's purchases during the fiscal quarter ended March 31, 2002 (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 March 31, 2002. Consequently, these amounts are not necessarily
indicative of the effect of such changes with respect to an entire year.
19
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
not applicable
Item 2. Changes in Securities and Use of Proceeds
not applicable
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.
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.
20
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.
21
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.
22
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, 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
23
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.
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,
24
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, filed as Exhibit
10.26 to the Company's quarterly Report on Form 10-Q filed
February 14, 2002 (File No. 000-26667) and herein incorporated
by reference.
10.27 Termination Agreement dated November 16, 2001, by and between
Craftmade International, Inc., a Delaware corporation, and JP
Morgan Chase Bank, filed as Exhibit 10.27 to the Company's
Quarterly Report on Form 10-Q filed February 14, 2002 (File No.
000-26667) and herein incorporated by reference.
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 May 13, 2002 /s/ James R. Ridings
----------------------- -----------------------------------
JAMES R. RIDINGS
President and Chief
Executive Officer
Date May 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
27
(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.
28
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.
29
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.
30
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, filed as Exhibit
10.26 to the Company's Quarterly Report on Form 10-Q filed
February 14, 2002 (File No. 000-26667) and herein incorporated
by reference.
10.27 Termination Agreement dated November 16, 2001, by and between
Craftmade International, Inc., a Delaware corporation, and
JPMorgan Chase Bank, filed as Exhibit 10.27 to the Company's
Quarterly Report on Form 10-Q filed February 14, 2002 (File No.
000-26667) and herein incorporated by reference.
31