SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THES ECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2002 OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ___________ TO ____________
Commission File Number
----------------------
000-26667
CRAFTMADE INTERNATIONAL, INC.
-----------------------------
(Exact name of registrant as specified in its charter)
Delaware 75-2057054
--------------------------------- -------------------
(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
--------------
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 [ ].
5,503,158 shares of Common Stock were outstanding as of October 31, 2002.
1
CRAFTMADE INTERNATIONAL, INC. AND SUBSIDIARIES
Index to Quarterly Report on Form 10-Q
Part I. Financial Information
Item 1. Financial Statements (unaudited)
Condensed Consolidated Statements of Income
for the three months ended September 30, 2002 and 2001.
Condensed Consolidated Balance Sheets as of
September 30, 2002 and June 30, 2002.
Condensed Consolidated Statements of Cash Flows for the three
months ended September 30, 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.
Item 4. Controls and Procedures.
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
-----------------------------
September 30 September 30
2002 2001
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(In thousands except per share data)
Net Sales $ 19,022 $ 22,267
Cost of goods sold 12,941 15,622
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Gross profit 6,081 6,645
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Selling, general and
administrative expenses 3,824 3,759
Interest expense, net 195 313
Depreciation and amortization 151 133
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Total expenses 4,170 4,205
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Income before equity in earnings
of 50% owned investees and 1,911 2,440
income taxes
Equity in earnings of
investees before income taxes 1,554 606
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Income before income taxes 3,465 3,046
Provision for income taxes 1,261 1,089
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Net income $ 2,204 $ 1,957
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Basic earnings per common share $ 0.38 $ 0.33
============= =============
Diluted earnings per common share $ 0.38 $ 0.33
============= =============
Cash dividends declared
per common share $ 0.07 $ 0.07
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SEE ACCOMPANYING NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
3
CRAFTMADE INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
September 30 June 30,
2002 2002
------------- -------------
(Unaudited)
(In thousands)
Current assets:
Cash $ 1,858 $ 624
Accounts receivable - net of
allowance of $150,000 and $150,000, 11,564 15,077
respectively
Receivables from 50% owned investees 2,227
Inventory 8,367 8,570
Deferred income taxes 588 588
Prepaid expenses and other
current assets 451 453
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Total current assets 22,828 27,539
Property and equipment, net
Land 1,535 1,535
Building 7,784 7,784
Office furniture and equipment 3,742 3,694
Leasehold improvements 253 253
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13,314 13,266
Less: accumulated depreciation (3,611) (3,460)
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Total property and equipment, net 9,703 9,806
Goodwill, net of accumulated
amortization of $1,204,000 4,735 4,735
Deferred income tax 156 156
Investment in 50% owned investees 3,485 2,244
Other assets 12 12
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Total other assets 8,388 7,147
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Total assets $ 40,919 $ 44,492
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SEE ACCOMPANYING NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
4
CRAFTMADE INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
September 30, June 30,
2002 2002
------------- -------------
(Unaudited)
(In thousands)
Current liabilities:
Note payable - current $ 710 $ 696
Revolving lines of credit 6,150 9,034
Accounts payable 4,625 3,067
Commissions payable 254 274
Payable to 50% owned investees 1,176 --
Income taxes payable 1,226 567
Accrued liabilities 1,575 2,484
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Total current liabilities 15,716 16,122
Other non-current liabilities:
Note payable - long term 5,563 5,746
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Total liabilities 21,279 21,868
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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, 9,390,535 and
9,390,535 shares issued, respectively 94 94
Additional paid-in capital 13,261 13,261
Unearned deferred compensation (68) (76)
Retained earnings 32,167 30,380
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45,486 43,691
Less: treasury stock, 3,783,877 and
3,446,477 common shares at cost,
and 32,000 preferred shares at cost (25,846) (21,067)
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Total Stockholders' Equity 19,640 22,624
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Total liabilities and stockholders' equity $ 40,919 $ 44,492
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SEE ACCOMPANYING NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
5
CONSOLIDATED FINANCIAL STATEMENTS
CRAFTMADE INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
FOR THE THREE MONTHS ENDED
------------------------------
September September
30, 2002 31, 2001
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(In thousands except per share data)
Net cash provided by operating
activities: 9,533 $ 3,898
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Cash flows from investing activities:
Net additions to equipment (49) (130)
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Net cash used for investing activities (49) (130)
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Cash flows from financing activities:
Net proceeds from (payment to) lines of credit (2,884) (2,800)
Principal payments on note payable (169) (124)
Treasury stock repurchases (4,779) --
Stock options exercised -- 108
Cash dividends (418) (414)
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Net cash used for financing activities (8,250) (3,230)
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Net increase in cash 1,234 538
Cash at beginning of period 624 723
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Cash at end of period $ 1,858 $ 1,261
============= =============
SEE ACCOMPANYING NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
6
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OF CRAFTMADE INTERNATIONAL, INC.
AND SUBSIDIARIES
SEPTEMBER 30, 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 wholly-owned subsidiaries; 50% owned
subsidiaries are accounted for using the equity method. 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, as amended, for the
fiscal year ended June 30, 2002. The financial data for the interim periods may
not necessarily be indicative of results to be expected for the year.
7
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OF CRAFTMADE INTERNATIONAL, INC.
AND SUBSIDIARIES
September 30, 2002
(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
-------------------------------
September 30, September 30,
2002 2001
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(In thousands except per share data)
Basic and Diluted EPS:
Numerator: Net Income $ 2,204 $ 1,957
============= =============
Basic Denominator: Common
shares outstanding 5,796 5,903
============= =============
Basic EPS $ 0.38 $ 0.33
============= =============
Diluted denominator: Common
shares outstanding 5,796 5,903
Options 62 71
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Total Shares 5,858 5,974
============= =============
Diluted EPS $ 0.38 $ 0.33
============= =============
8
Note 3 - 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
September 30, 2002
Net sales from external customers $ 13,461 $ 5,561 $ 19,022
Operating profit 2,329 (223) 2,106
For the three months ended
September 30, 2001
Net sales from external customers $ 13,427 $ 8,840 $ 22,267
Operating profit 2,054 699 2,753
9
Note 4 - INVESTMENT IN 50% OWNED INVESTEES
Combined summarized financial information for Design Trends and PHI is as
follows for the three months ended:
September 30 September 30
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2002 2001
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Net sales $ 11,155,000 $ 9,801,000
Gross profit 3,991,000 2,415,000
Income before income taxes 3,097,000 1,122,000
Accounts receivable - net $ 4,532,000 5,421,000
Inventories 3,428,000 6,281,000
Total current assets 8,754,000 12,625,000
Total assets 11,540,000 16,209,000
Revolving line of credit 255,000 1,678,000
Note payable - current 167,000 --
Total current liabilities 6,596,000 14,538,000
Total liabilities 6,915,000 14,538,000
Total partner capital 4,625,000 1,671,000
The Company received distributions of $308,000 and $200,000 for the three months
ended September 30, 2002 and 2001 respectively, from these two 50% owned
investees.
The Company's 50% owned investees operate in the form of partnerships and,
consequently, do not file federal income tax returns. Instead, the Company's
share of their income is reported in the Company's federal tax return.
Note 5 - TRANSACTIONS WITH 50% OWNED INVESTEES
There are no sales between the Company and its 50% investees or between the
investees. The investees utilize the Company's Coppell, Texas distribution
facility and Company personnel in the conduct of their operations.
The Company charges Design Trends for facility rent and payroll costs for those
full time Company employees when they work directly in Design Trends operations.
Facility rent is based on total square footage occupied by Design Trends and
payroll costs represent actual costs for those employees. No allocation of
indirect personnel costs, including management level personnel, is included in
the charge to Design Trends.
10
The Company utilizes borrowings under its line of credit to provide Design
Trends with advances for its working capital needs. The Company charges Design
Trends interest on these advances at the bank's prime rate plus two percentage
points and interest is calculated on the average outstanding monthly balance.
PHI reimburses the company $30,000 per month for general warehouse and
administrative expenses.
Craftmade's charges to its 50% owned investees are summarized as follows:
Three Months Ending
September 30 September 30
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2002 2001
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Rent - Design Trends $ 60,000 $ 60,000
Payroll - Design Trends $ 243,000 $ 215,000
Interest - Design Trends $ 20,000 $ 181,000
Administrative - PHI $ 90,000 $ 90,000
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
11
which are difficult to predict and many of which are beyond the control of the
Company.
Results of Operations
Three Months Ended September 30, 2002 Compared to Three Months Ended September
30, 2001.
Net Sales. Net sales for the Company decreased $3,245,000, or 14.6%, to
$19,022,000 for the three month period ended September 30, 2002 from $22,267,000
for the same three-month period last year. Net sales from the Craftmade division
increased $34,000, or .3%, to $13,461,000 for the three months ended September
30, 2002 from $13,427,000 for the same three-month period last year. Net sales
of the TSI division decreased $3,279,000, or 37.1%, to $5,561,000 for the three
months ended September 30, 2002 from $8,840,000 for the same three-month period
last year. The decrease was attributable to a decline in direct shipment sales
of outdoor lighting to a mass retail customer.
Gross Profit. Gross profit of the Company as a percentage of sales increased to
32.0% of net sales for the three months ended September 30, 2002, compared to
29.8% for the same period of 2001. The gross margin of the Craftmade division
increased to 40.4% of sales from 37.4% of sales in the year ago period. The
improvement in the gross margin of the Craftmade division was due primarily to
the improvement in the exchange rate of the U.S. dollar relative to the
Taiwanese dollar. The gross margin of the TSI division decreased to 11.6% of
sales for the three months ended September 30, 2002 compared to 18.4% of sales
in the year ago period. The decline in the gross margin of TSI was related to an
inventory write down of $380,000 taken during the quarter to record discontinued
items at their net realizable value.
Selling, General and Administrative Expenses. Total selling, general and
administrative ("SG&A") expenses of the Company increased $65,000 to $3,824,000,
or 20.1% of net sales, for the three months ended September 30, 2002, from
$3,759,000, or 16.9% of net sales, for the same three month period last year.
Total SG&A expenses of the Craftmade division increased $116,000 to $2,974,000,
or 22.1% of net sales, compared to $2,858,000, or 21.3% of net sales, for the
same period in the previous period. The increase in SG&A expenses of the
Craftmade division as a percentage of sales was primarily related to an increase
in payroll related expenses. Total SG&A expenses of the TSI division decreased
$51,000 to $850,000, or 15.3% of net sales,
12
compared to $901,000, or 10.2% of net sales, for the same period in the previous
year. The increase in TSI's SG&A expenses as a percentage of sales was related
to the decline in sales of the TSI division and the de-leveraging effect on
fixed SG&A costs.
Interest Expense. Net interest expense decreased $118,000 to $195,000 for the
three months ended September 30, 2002 from $313,000 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 line of credit, combined with
lower interest rates in effect during the period.
Equity in Earnings of 50% Owned Investees. Income from investees, representing
the Company's 50% ownership of Prime/Home Impressions, LLC ("PHI") and Design
Trends, LLC ("Design Trends") increased $948,000 to $1,554,000 from $606,000 for
the three months ended September 30, 2002 and 2001, respectively. The increase
in income from investees was due to an increase in sales of Design Trends'
portable lamp program which generated $1,267,000 in incremental revenue for
Design Trends during the period.
Provision For Income Taxes. The provision for income taxes increased to
$1,261,000 or 36.4% of net income before taxes but after minority interest
expense, for the three months ended September 30, 2002, from $1,089,000 or 35.8%
for the same period of the prior year.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash increased $1,234,000 from $624,000 at June 30, 2002 to
$1,858,000 at September 30, 2002. The Company's operating activities provided
cash of $9,533,000, which was primarily attributable to the Company's net income
from operations, collection of customer receivables and collection of
receivables from investees.
The $49,000 of cash used for investing activities related primarily to additions
to property and equipment associated with the implementation of the Company's
logistics and accounting systems upgrade.
Cash used for financing activities of $8,250,000 was primarily the result of (i)
the repurchase of 337,000 shares of the Company's common stock at an aggregate
cost of $4,779,000, (ii)
13
principal payments of $169,000 on the Company's facility note payable, (iii)
principal payments or $2,884,000 on the Company's line of credit, and (iv) cash
dividends of $418,000.
At September 30, 2002, subject to continued compliance with certain covenants
and restrictions, the Company had $20,000,000 available on its lines of credit,
of which $6,150,000 had been utilized. The Company's management believes that
its current line of credit, combined with cash flows from operations, is
adequate to fund the Company's current operating needs, make annual payments of
approximately $1,200,000 under the Company's facility note payable, fund any
future dividend payments, as well as fund its projected growth over the next
twelve months.
At September 30, 2002, $6,273,000 remained outstanding under the 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. The facility note payable matures on January 1, 2008.
During the year ended June 30, 2002, the Company's Board of Directors authorized
the Company's management to repurchase up to 600,000 shares of the Company's
outstanding common stock. At June 30, 2002, the Company had repurchased 17,000
shares at an aggregate cost of $235,000. During the first quarter of fiscal
2003, the Company repurchased 337,400 shares at an aggregate cost of $4,779,000.
As of October 1, 2002, 245,600 shares remained available for repurchase under
this program.
14
With respect to the Company's 50%-owned investees, PHI had $3,000,000 available
on its line of credit, of which $741,000 had been utilized at September 30,
2002. Craftmade is a guarantor of this line of credit. Design Trends utilizes
the Company's $20,000,000 line of credit described above. To satisfy anticipated
demand for the portable lamp program, Design Trends maintained an inventory
level of $2,533,000 at September 30, 2002. This program is highly concentrated
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 Company would be able to obtain additional customers
for this inventory or that these alternative sources would generate similar
sales levels and profit margins as anticipated with the current mass
merchandiser customer.
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.
At September 30, 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 $6,150,000 was outstanding. At September 30, 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.
At September 30, 2002, PHI had a $3,000,000 line of credit with Wachovia Bank,
N.A. at an interest rate equal to the one-month LIBOR plus 2%, of which $241,000
was outstanding. At September 30, 2002 the one-month LIBOR rate was equal to
1.82%. The PHI Line of Credit is due on demand; however, if no demand is made,
it is scheduled to mature April 16, 2003. In addition, PHI had a $500,000
three-year note payable with Wachovia maturing on July 29, 2005. The note bears
interest at a rate equal to the Monthly LIBOR Index plus 2.5%. These two lines
of credit of PHI are referred to as the "PHI Lines of Credit."
15
Because of the short-term nature of each of the Craftmade Line of Credit and the
PHI Lines 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 $62,000. 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
$310,000.
Under the PHI Lines of Credit, for each one-percentage point (1%) incremental
increase in LIBOR, the Company's annualized interest expense would increase by
approximately $7,000. Consequently, an increase in LIBOR of five percentage
points (5%) would result in an estimated annualized increase in interest expense
for the Company of approximately $35,000.
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 November 6, 2002, one U.S. dollar
equaled $34.68 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
16
believe that it is subject to any material foreign currency exchange risk with
respect to such purchases.
During the fiscal quarter ended September 30, 2002, the Company purchased
approximately $4,645,000 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 $465,000, based on the Company's purchases during the
fiscal quarter ended September 30, 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 $2,325,000, based on
the Company's purchases during the fiscal quarter ended September 30, 2002 (on
an annualized basis). A $10 incremental appreciation of the Taiwanese dollar
would result in an increase of approximately $4,650,000 on an annualized basis,
based on the Company's purchases during the fiscal quarter ended September 30,
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 September 30, 2002. Consequently, these amounts are not
necessarily indicative of the effect of such changes with respect to an entire
year.
ITEM 4 CONTROLS AND PROCEDURES.
The Company maintains controls and procedures designed to ensure that
information required to be disclosed in the reports that the Company files or
submits under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in the rules and forms
of the Securities and Exchange Commission. Based upon their evaluation of those
controls and procedures performed within 90 days of the filing date of this
report, the chief executive officer and the chief financial officer of the
Company concluded that the Company's disclosure controls and procedures are
effective in ensuring that all material information required to be filed in this
quarterly report has been made known to them in a timely manner.
The Company made no significant changes in its internal controls or in other
factors that could significantly affect these
17
controls subsequent to the date of the evaluation of those controls by the chief
executive officer and chief financial officer.
18
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.
19
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),
20
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
21
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 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
22
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.
10.15 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.
10.16 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.
10.17 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.
10.18 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
23
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.
10.19 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.
10.20 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.
10.21 Eight 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 Annual Report on Form
10-K filed May 14, 2001(File No. 000-26667) and
herein incorporated by reference.
10.22 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
24
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.
10.23 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.
10.24 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.
10.25 Loan Agreement dated April 17, 2002, by and between
Prime/Home Impressions, LLC, a North Carolina limited
liability company, and Wachovia Bank, N.A., with Note
and Security Agreement of Prime/Home Impressions,
LLC, Guaranty Agreement of Craftmade International,
Inc., Guaranty Agreement of Trade Source
International, Inc., and Guaranty Agreement of Home
Impressions, Inc.
10.26 Note and Security Agreement dated April 29, 2002, by
Prime/Home Impressions LLC, a North Carolina limited
liability company, to Wachovia Bank, N.A., with
Security Agreement of Prime/Home Impressions, LLC,
Guaranty Agreement of Craftmade International, Inc.,
and Guaranty Agreement of Trade Source International,
Inc.
b). Reports on Form 8-K
25
On August 20, 2002, the Company filed a Form 8-K concerning the
issuance of a press release concerning its fiscal 2002 fourth quarter and
year-end results.
On September 26, 2002, the Company filed a Form 8-K concerning
certifications of the Company's Chief Executive Officer and Chief Financial
Officer with respect to the filing of its Form 10-Q/As for the quarters ended
September 30, 2001, December 31, 2001, and March 31, 2002, respectively.
On September 30, 2002, the Company filed a Form 8-K concerning
certifications of the Company's Chief Executive Officer and Chief Financial
Officer with respect to the filing of its Form 10-K/A for the fiscal year ended
June 30, 2001.
On September 30, 2002, the Company filed a Form 8-K concerning
certifications of the Company's Chief Executive Officer and Chief Financial
Officer with respect to the filing of its Form 10-K for the fiscal year ended
June 30, 2002.
26
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CRAFTMADE INTERNATIONAL, INC.
(Registrant)
Date November 14, 2002 /s/ James R. Ridings
------------------ ------------------------------------
JAMES R. RIDINGS
President and Chief
Executive Officer
Date November 14, 2002 /s/ Kathleen B. Oher
------------------ ------------------------------------
KATHLEEN B. OHER
Chief Financial Officer
27
CERTIFICATIONS
PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, James R. Ridings, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Craftmade
International, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c) presented in this quarterly report our conclusions about
the effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;
28
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent functions):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves
management or other employees who have a significant role in
the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: November 14, 2002 /s/ James R. Ridings
-----------------------------------
James R. Ridings
President and
Chief Executive Officer
29
I, Kathleen B. Oher, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Craftmade
International, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report; and
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report.
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c) presented in this quarterly report our conclusions about
the effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the
30
equivalent functions):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves
management or other employees who have a significant role in
the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: November 14, 2002 /s/ Kathleen B. Oher
------------------------------------
Kathleen B. Oher
Chief Financial Officer
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 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.
10.15 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.
10.16 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.
10.17 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.
10.18 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.
10.19 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. .
10.20 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.
10.21 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.
10.22 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.
10.23 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.
10.24 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.
10.25 Loan Agreement dated April 17, 2002, by and between Prime/Home
Impressions, LLC, a North Carolina limited liability company,
and Wachovia Bank, N.A., with Note and Security Agreement of
Prime/Home Impressions, LLC,
Guaranty Agreement of Craftmade International, Inc., Guaranty
Agreement of Trade Source International, Inc., and Guaranty
Agreement of Home Impressions, Inc.
10.26 Note and Security Agreement dated April 29, 2002, by
Prime/Home Impressions LLC, a North Carolina limited liability
company, to Wachovia Bank, N.A., with Security Agreement of
Prime/Home Impressions, LLC, Guaranty Agreement of Craftmade
International, Inc., and Guaranty Agreement of Trade Source
International, Inc.