e10vq
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
|
|
|
þ |
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934. |
For the quarterly period ended March 31, 2009
OR
|
|
|
o |
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934. |
Commission File Number 000-26667
CRAFTMADE INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
|
|
|
DELAWARE
(State or other jurisdiction of
incorporation or organization)
|
|
75-2057054
(I.R.S. employer
identification no.) |
650 SOUTH ROYAL LANE, SUITE 100
COPPELL, TEXAS 75019
(Address of principal executive offices)
(Zip code)
(972) 393-3800
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o |
Accelerated filer o |
Non-accelerated filer o (Do not check if a smaller reporting company) |
Smaller reporting company þ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act.) Yes o No þ
The number of shares outstanding of the registrants common stock, par value $0.01 per share, was
5,704,500 as of April 30, 2009.
CRAFTMADE INTERNATIONAL, INC.
AND SUBSIDIARIES
TABLE OF CONTENTS
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
CRAFTMADE INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
March 31, |
|
|
March 31, |
|
|
March 31, |
|
|
March 31, |
|
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
Net sales |
|
$ |
52,000 |
|
|
$ |
54,918 |
|
|
$ |
119,427 |
|
|
$ |
98,468 |
|
Cost of goods sold |
|
|
(43,407 |
) |
|
|
(44,226 |
) |
|
|
(94,658 |
) |
|
|
(73,732 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
8,593 |
|
|
|
10,692 |
|
|
|
24,769 |
|
|
|
24,736 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit as a percentage of net sales |
|
|
16.5 |
% |
|
|
19.5 |
% |
|
|
20.7 |
% |
|
|
25.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses |
|
|
(7,886 |
) |
|
|
(8,848 |
) |
|
|
(23,416 |
) |
|
|
(19,366 |
) |
Depreciation and amortization |
|
|
(294 |
) |
|
|
(210 |
) |
|
|
(794 |
) |
|
|
(628 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
(8,180 |
) |
|
|
(9,058 |
) |
|
|
(24,210 |
) |
|
|
(19,994 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
|
413 |
|
|
|
1,634 |
|
|
|
559 |
|
|
|
4,742 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
|
(333 |
) |
|
|
(524 |
) |
|
|
(1,108 |
) |
|
|
(1,144 |
) |
Other income (expense) |
|
|
(125 |
) |
|
|
139 |
|
|
|
(124 |
) |
|
|
139 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes and minority interest |
|
|
(45 |
) |
|
|
1,249 |
|
|
|
(673 |
) |
|
|
3,737 |
|
Income tax (expense) / benefit |
|
|
(1 |
) |
|
|
(343 |
) |
|
|
307 |
|
|
|
(929 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before minority interest |
|
|
(46 |
) |
|
|
906 |
|
|
|
(366 |
) |
|
|
2,808 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minority interest |
|
|
(89 |
) |
|
|
(267 |
) |
|
|
(443 |
) |
|
|
(1,069 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
(135 |
) |
|
$ |
639 |
|
|
$ |
(809 |
) |
|
$ |
1,739 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
5,705 |
|
|
|
5,694 |
|
|
|
5,705 |
|
|
|
5,366 |
|
Diluted |
|
|
5,705 |
|
|
|
5,700 |
|
|
|
5,705 |
|
|
|
5,373 |
|
|
Basic earnings (loss) per common share |
|
$ |
(0.02 |
) |
|
$ |
0.11 |
|
|
$ |
(0.14 |
) |
|
$ |
0.32 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings (loss) per common share |
|
$ |
(0.02 |
) |
|
$ |
0.11 |
|
|
$ |
(0.14 |
) |
|
$ |
0.32 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends declared per common share |
|
$ |
|
|
|
$ |
0.12 |
|
|
$ |
|
|
|
$ |
0.36 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SEE ACCOMPANYING NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
1
CRAFTMADE INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
June 30, |
|
|
|
2009 |
|
|
2008 |
|
|
|
(Unaudited) |
|
|
|
|
|
ASSETS |
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
Cash |
|
$ |
1,687 |
|
|
$ |
1,269 |
|
Accounts receivable, net |
|
|
45,002 |
|
|
|
23,644 |
|
Inventories, net |
|
|
23,267 |
|
|
|
22,420 |
|
Income taxes receivable |
|
|
1,620 |
|
|
|
1,485 |
|
Deferred income taxes |
|
|
1,312 |
|
|
|
1,332 |
|
Prepaid expenses and other current assets |
|
|
2,400 |
|
|
|
2,574 |
|
|
|
|
|
|
|
|
Total current assets |
|
|
75,288 |
|
|
|
52,724 |
|
|
|
|
|
|
|
|
Property and equipment, net |
|
|
11,297 |
|
|
|
11,060 |
|
Goodwill |
|
|
14,745 |
|
|
|
14,419 |
|
Other intangibles, net |
|
|
1,146 |
|
|
|
1,300 |
|
Other assets |
|
|
2,462 |
|
|
|
2,457 |
|
|
|
|
|
|
|
|
Total non-current assets |
|
|
29,650 |
|
|
|
29,236 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
104,938 |
|
|
$ |
81,960 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES, MINORITY INTEREST AND STOCKHOLDERS EQUITY |
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
Book overdrafts |
|
$ |
22 |
|
|
$ |
182 |
|
Accounts payable |
|
|
17,659 |
|
|
|
8,411 |
|
Other accrued expenses |
|
|
2,063 |
|
|
|
3,329 |
|
Current portion of long-term obligations |
|
|
34,466 |
|
|
|
507 |
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
54,210 |
|
|
|
12,429 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
|
|
|
Long-term obligations |
|
|
9,983 |
|
|
|
27,759 |
|
Deferred income taxes |
|
|
1,117 |
|
|
|
1,117 |
|
|
|
|
|
|
|
|
Total non-current liabilities |
|
|
11,100 |
|
|
|
28,876 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
65,310 |
|
|
|
41,305 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minority interest |
|
|
3,254 |
|
|
|
3,562 |
|
|
|
|
|
|
|
|
|
|
Stockholders equity |
|
|
|
|
|
|
|
|
Preferred stock, $1.00 par value, 2,000,000 shares authorized;
nil shares issued |
|
|
|
|
|
|
|
|
Common stock, $0.01 par value, 15,000,000 shares authorized;
10,204,420 shares issued |
|
|
102 |
|
|
|
102 |
|
Additional paid-in capital |
|
|
22,305 |
|
|
|
22,215 |
|
Retained earnings |
|
|
52,093 |
|
|
|
52,902 |
|
Less: treasury stock, 4,499,920 common shares at cost |
|
|
(38,126 |
) |
|
|
(38,126 |
) |
|
|
|
|
|
|
|
Total stockholders equity |
|
|
36,374 |
|
|
|
37,093 |
|
|
|
|
|
|
|
|
Total liabilities, minority interest and stockholders equity |
|
$ |
104,938 |
|
|
$ |
81,960 |
|
|
|
|
|
|
|
|
SEE ACCOMPANYING NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
2
CRAFTMADE INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, unaudited)
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended |
|
|
|
March 31, |
|
|
March 31, |
|
|
|
2009 |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
Net cash used in operating activities |
|
$ |
(13,498 |
) |
|
$ |
(3,601 |
) |
|
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
Acquisition of assets of Woodard, LLC. |
|
|
|
|
|
|
(16,135 |
) |
Additional contingent consideration |
|
|
(473 |
) |
|
|
(486 |
) |
Additions property, equipment and tooling |
|
|
(908 |
) |
|
|
(436 |
) |
|
|
|
|
|
|
|
Cash used in investing activities |
|
|
(1,381 |
) |
|
|
(17,057 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
|
|
Net proceeds from/(payments) on note payable |
|
|
(344 |
) |
|
|
10,668 |
|
Net proceeds from lines of credit |
|
|
16,560 |
|
|
|
13,125 |
|
Cash dividends |
|
|
|
|
|
|
(1,874 |
) |
Distributions to minority interest members |
|
|
(750 |
) |
|
|
(1,225 |
) |
Increase/(decrease) in book overdrafts |
|
|
(158 |
) |
|
|
47 |
|
Principal payments on capital lease |
|
|
(11 |
) |
|
|
(26 |
) |
|
|
|
|
|
|
|
Net cash provided by financing activities |
|
|
15,297 |
|
|
|
20,716 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Increase in cash |
|
|
418 |
|
|
|
58 |
|
Cash at beginning of period |
|
|
1,269 |
|
|
|
928 |
|
|
|
|
|
|
|
|
Cash at end of period |
|
$ |
1,687 |
|
|
$ |
986 |
|
|
|
|
|
|
|
|
SEE ACCOMPANYING NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
3
CRAFTMADE INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1 BASIS OF PREPARATION AND PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in the United States of
America and with the rules and regulations of the Securities and Exchange Commission
(SEC) for interim financial reporting, 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 Craftmade International, Inc., a Delaware
corporation (Craftmade), and its wholly-owned subsidiaries, including Trade Source
International, Inc., a Delaware corporation (TSI), Prime/Home Impressions, LLC, a North
Carolina limited liability company (PHI), CM-Real Estate, LLC, a Texas limited
liability company (CM-Real Estate), Woodard-CM, LLC, a Delaware limited liability
company (Woodard-CM) and one 50% owned limited liability company, Design Trends, LLC, a
Delaware limited liability company (Design Trends). References to Craftmade, we,
our, us, its, and the Company refer to Craftmade and its subsidiaries, including
TSI, PHI, CM-Real Estate, Woodard-CM and Design Trends unless the context requires
otherwise.
The balance sheet at June 30, 2008, was derived from audited financial statements, but
does not include all disclosures required by accounting principles generally accepted in
the United States of America. Accordingly, 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. In managements opinion, all adjustments necessary for a fair statement are
reflected in the interim periods presented. All significant intercompany accounts and
transactions have been eliminated in consolidation.
As of December 31, 2008 the Company reclassified as current the outstanding balance on its
line of credit with the Frost National Bank and other lenders (Frost Line of Credit) due
to the maturity of the credit agreement on December 31, 2009. The Company is currently in
discussions with several lenders in relation to refinancing the line of credit prior to
the maturity of the existing agreement, but there can be no assurance that we will be able
to finalize an agreement on terms acceptable to the Company or at all.
At December 31, 2008, the Company was not in compliance with the fixed charge coverage
ratio covenant in the Frost Line of Credit. The Company secured a waiver related to the
fixed charge coverage ratio for the quarter ended December 31, 2008. The Company incurred
a $125,000 fee in conjunction with this waiver, which is recorded as Other Expense in the
quarter ended March 31, 2009. No amendments were made to the Frost Line of Credit and
there was no other effect on the Companys consolidated financial statements as a result
of the noncompliance or the corresponding grant of waiver. At March 31, 2009, the Company
was in compliance with all financial covenants in the Frost Line of Credit.
The Company believes that the disclosures are adequate to provide fair presentation of the
results of operations and financial position for the interim periods. The current interim
period reported herein should be read in conjunction with the financial statements and the
notes thereto in our Annual Report on Form 10-K for the fiscal year ended June 30, 2008,
filed with the SEC
4
CRAFTMADE INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
on September 26, 2008. The financial data for the interim periods may
not necessarily be indicative of results to be expected for the year. Certain amounts in
the prior periods financial statements have been reclassified to conform to the current
period presentation.
5
CRAFTMADE INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 2 ACQUISITIONS
Acquisition of Certain Assets of Woodard LLC.
On January 2, 2008, Woodard-CM completed the purchase of substantially all of the assets
of Woodard, LLC (Woodard), a leading Chicago-based designer, manufacturer and
distributor of a broad line of outdoor furniture products and related accessories pursuant
to the Asset Purchase Agreement, dated as of December 18, 2007 (the Agreement), by and
among Craftmade, Woodard and Henry Crown and Company d/b/a CC Industries, Inc. In the
acquisition, the Company initially paid Woodard $19,265,000 plus a working capital
adjustment of $954,000 and warrants (the Warrants) to purchase up to 200,000 shares of
Craftmade common stock (the Common Stock) for 10 years from the date of issuance at a
purchase price of $8.10 per share, valued at $279,000. The purchase price consideration
included 500,000 shares of Common Stock valued at $8.10 per share based on the average
closing price of the Common Stock for the three days prior to signing the Agreement for an
aggregate price of $4,050,000 (price of Common Stock for financial reporting is $8.00 per
share based on the average closing price of the Common Stock on the two days prior, two
days after and day of the announcement of the signing of the Agreement, for an aggregate
price of $4,000,000), with the remaining purchase price paid in cash at closing. The
Agreement allowed the parties to adjust the purchase price to accurately reflect the
working capital up to 60 days after the closing of the acquisition, resulting in a working
capital adjustment of $1,272,000 due the Company. Including the working capital
adjustment, the total adjusted cash consideration for the acquisition is $14,896,000.
In connection with the acquisition, the Company incurred approximately $655,000 in
professional fees associated with the transaction. The Company has charged $692,000 for
expected restructuring costs. During the quarter ended June 30, 2008, the Company began
relocating and integrating certain of identified positions, which resulted in closing the
Chicago, Illinois office in February 2009. The Company has since opened a small satellite
office in Chicago to house the few remaining Chicago-based Woodard personnel. The Company
is also exploring financing options in relation to the Woodard facility in Owosso,
Michigan.
6
CRAFTMADE INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Purchase Price Summary
(Dollars in thousands)
|
|
|
|
|
Cash paid at closing |
|
$ |
16,168 |
|
GAAP value of 500,000 shares issued |
|
|
4,000 |
(1) |
Value of 200,000 Warrants |
|
|
279 |
(2) |
Purchase price adjustment (Settled April, 2008) |
|
|
(1,272 |
) |
|
|
|
|
Total consideration |
|
$ |
19,175 |
|
|
|
|
|
|
|
|
(1) |
|
The value of the 500,000 shares of common stock was based on the average closing
prices of Craftmades common stock, $0.01 par value per share, for the two days before,
the day of, and the two days after the date of the announcement of the merger or $8.00 per
share. |
|
(2) |
|
The 200,000 common stock warrants were valued using the Black-Scholes calculation at a
warrant price of $1.39 per share using the following assumptions: |
|
|
|
|
|
Expected volatility |
|
|
33 |
% |
Risk-free interest rate |
|
|
3.81 |
% |
Expected lives |
|
10 years |
Dividend yield |
|
|
5.8 |
% |
Criteria have been established in Statement of Financial Accounting Standards No. 141,
Business Combinations for determining whether intangible assets should be recognized
separately from goodwill. The amounts included in the following allocation include $2.5
million that was placed in an escrow account for a period of 18 months from the closing
date for indemnifications made by the seller in relation to its representations,
warranties or covenants pursuant to the Agreement.
The excess value of certain assets acquired over purchase price has been recorded as a
reduction of the fair value of the Owosso, Michigan facility that would otherwise have
been recorded. As a result, management believes that the fair market value of this
facility significantly exceeds its allocated cost.
7
CRAFTMADE INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
|
|
|
|
|
|
|
|
Purchase Price Allocation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial estimated purchase price |
|
|
|
|
|
$ |
20,168 |
|
Less: Working capital adjustment |
|
|
|
|
|
|
(1,272 |
) |
Value of warrants |
|
|
|
|
|
|
279 |
|
|
|
|
|
|
|
|
|
Total Purchase Consideration |
|
|
|
|
|
|
19,175 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquired Assets (Adjusted to estimated fair value) |
|
|
|
|
|
|
|
|
Accounts receivable, net |
|
$ |
12,708 |
|
|
|
|
|
Inventories, net |
|
|
8,212 |
|
|
|
|
|
Prepaid expenses and other current assets |
|
|
2,450 |
|
|
|
|
|
Plant, property and equipment |
|
|
2,929 |
|
|
|
|
|
Other assets |
|
|
1,528 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets |
|
|
|
|
|
|
27,827 |
|
|
|
|
|
|
|
|
|
|
Assumed Liabilities |
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
5,852 |
|
|
|
|
|
Other accrued expenses |
|
|
1,702 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other liabilities incurred during transaction |
|
|
|
|
|
|
|
|
Professional fees associated with acquisition |
|
|
655 |
|
|
|
|
|
Restructuring reserve |
|
|
692 |
|
|
|
|
|
Deferred tax asset for restructuring reserve |
|
|
(249 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities |
|
|
|
|
|
|
8,652 |
|
|
|
|
|
|
|
|
|
Total Purchase Price |
|
|
|
|
|
$ |
19,175 |
|
|
|
|
|
|
|
|
|
The following table sets forth the unaudited pro forma results of operations of the
Company as if the Woodard acquisition had occurred at the beginning of fiscal year 2008.
The results for periods prior to the acquisition are comprised of historical information
adjusted for certain expenses that were not included in the acquisition.
The pro forma amounts for the fiscal year ended June 30, 2008 do not purport to be
indicative of the results that would have actually been obtained if the merger occurred as
of the beginning of the period presented or that may be obtained in the future. As
Woodard was acquired January 2, 2008 the information below for the three months and the
nine months ended March 31, 2009 and the three months ended March 31, 2008, does not
reflect any proforma effects.
8
CRAFTMADE INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Unaudited Pro Forma Results
(In thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
|
March 31, |
|
March 31, |
|
March 31, |
|
March 31, |
|
|
2009 |
|
2008 |
|
2009 |
|
2008 |
Net sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As reported |
|
$ |
52,000 |
|
|
$ |
54,918 |
|
|
$ |
119,427 |
|
|
$ |
98,468 |
|
Pro forma |
|
|
52,000 |
|
|
|
54,918 |
|
|
|
119,427 |
|
|
|
125,468 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As reported |
|
$ |
(135 |
) |
|
$ |
639 |
|
|
$ |
(809 |
) |
|
$ |
1,739 |
|
Pro forma |
|
|
(135 |
) |
|
|
639 |
|
|
|
(809 |
) |
|
|
487 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings (loss) per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As reported |
|
$ |
(0.02 |
) |
|
$ |
0.11 |
|
|
$ |
(0.14 |
) |
|
$ |
0.32 |
|
Pro forma |
|
$ |
(0.02 |
) |
|
$ |
0.11 |
|
|
$ |
(0.14 |
) |
|
$ |
0.09 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings (loss) per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As reported |
|
$ |
(0.02 |
) |
|
$ |
0.11 |
|
|
$ |
(0.14 |
) |
|
$ |
0.32 |
|
Pro forma |
|
$ |
(0.02 |
) |
|
$ |
0.11 |
|
|
$ |
(0.14 |
) |
|
$ |
0.09 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic Shares Outstanding |
|
|
5,705 |
|
|
|
5,694 |
|
|
|
5,705 |
|
|
|
5,366 |
|
Proforma |
|
|
5,705 |
|
|
|
5,694 |
|
|
|
5,704 |
|
|
|
5,704 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted Shares Outstanding |
|
|
5,705 |
|
|
|
5,700 |
|
|
|
5,705 |
|
|
|
5,373 |
|
Proforma |
|
|
5,705 |
|
|
|
5,700 |
|
|
|
5,704 |
|
|
|
5,704 |
|
The Company reserved $692,000 which was charged to the acquisition, related to
restructuring costs at the date of the acquisition. In the quarter ended March 31, 2009
there were severance related cash payments of $186,000 charged to the reserve, and an
aggregate of $331,000 has been paid since the date of acquisition.
9
CRAFTMADE INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Acquisition of Marketing Impressions, Inc.
Effective July 1, 2006, TSI acquired Marketing Impressions, Inc., a Georgia corporation
(Marketing Impressions). Marketing Impressions owned the remaining 50% interest in the
Companys limited liability company PHI and also supplied the Company with certain fan
accessory products. This acquisition increased the Companys effective ownership of PHI
to 100% and has been accounted for using the purchase method of accounting. The
acquisition is more fully described in our Annual Report on Form 10-K for the fiscal year
ended June 30, 2007.
The purchase price is based on a known initial payment plus a contingent amount that is
based upon percentage of gross profit without any reductions for vendor displays and
annual reset costs (Adjusted Gross Profit). The purchase price is summarized as
follows:
Purchase Price Summary
(Dollars in thousands)
|
|
|
|
|
As of March 31, 2009: |
|
|
|
|
Amount paid at closing, net of cash acquired |
|
$ |
1,287 |
|
Contingent payments earned |
|
|
2,797 |
|
Acquisition-related costs |
|
|
220 |
|
|
|
|
|
Total consideration as of March 31, 2009 |
|
$ |
4,304 |
|
|
|
|
|
|
|
|
|
|
Percent of
Adjusted Gross Profit
July 1, 2006 to August 31, 2011 |
|
|
22 |
% |
|
|
|
|
|
Additonal
Percent of Adjusted Gross Profit
July 1, 2006 to June 30, 2007 (not to exceed $750) |
|
|
15 |
% |
The Company has estimated the total remaining payout based on future levels of Adjusted
Gross Profit through August 31, 2011, to be approximately $1,494,000. In accordance with
SFAS No. 141, Business Combinations (SFAS 141), contingent consideration is recorded
when a contingency is satisfied and additional consideration is issued or becomes
issuable.
10
CRAFTMADE INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The amount of goodwill allocated to the purchase price was $2,164,000, all of which is
deductible for tax purposes over a 15 year period. In connection with the acquisition, the
Company acquired certain identifiable intangible assets, including patents, trademarks and
covenants not-to-compete. The gross amounts of such assets along with the range of
amortizable lives are as follows:
Summary of Acquired Intangibles
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
Life |
|
|
Gross |
|
|
|
in Years |
|
|
Amount |
|
Patents and trademarks |
|
|
15 |
|
|
$ |
710 |
|
Non-compete covenants |
|
|
7 |
|
|
|
820 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,530 |
|
|
|
|
|
|
|
|
|
The purchase price was allocated based on the respective market value of the net assets
acquired. Annual amortization expense is estimated to be $164,000 per fiscal year.
11
CRAFTMADE INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 3 EARNINGS (LOSS) PER SHARE
The following is a reconciliation of the numerator and denominator used in the basic and
diluted EPS calculations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
March 31, |
|
|
March 31, |
|
|
March 31, |
|
|
March 31, |
|
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
|
|
(In thousands, except per share data) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted earnings (loss) per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Numerator |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
(135 |
) |
|
$ |
639 |
|
|
$ |
(809 |
) |
|
$ |
1,739 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator for basic earnings (loss) per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding |
|
|
5,705 |
|
|
|
5,694 |
|
|
|
5,705 |
|
|
|
5,366 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator for diluted earnings (loss) per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding |
|
|
5,705 |
|
|
|
5,694 |
|
|
|
5,705 |
|
|
|
5,366 |
|
Incremental shares for stock options/warrants |
|
|
|
|
|
|
6 |
|
|
|
|
|
|
|
7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dilutive weighted average common shares |
|
|
5,705 |
|
|
|
5,700 |
|
|
|
5,705 |
|
|
|
5,373 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings (loss) per share |
|
$ |
(0.02 |
) |
|
$ |
0.11 |
|
|
$ |
(0.14 |
) |
|
$ |
0.32 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings (loss) per share |
|
$ |
(0.02 |
) |
|
$ |
0.11 |
|
|
$ |
(0.14 |
) |
|
$ |
0.32 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Anti-dilutive options and warrants have been excluded from the computation of diluted earnings per
share because assumed proceeds upon exercise, as defined by SFAS No. 123(R), were greater than the
cost to re-acquire the same number of shares at the average market price, and therefore the effect
would be anti-dilutive. On March 31, 2009 and March 31, 2008 there were 360,200 and 100,000,
respectively, common stock options outstanding that were anti-dilutive and therefore were excluded
from the calculation of diluted earnings per share. As discussed further in Note 2 Acquisitions,
on January 2, 2008 the Company issued 200,000 warrants. Accordingly, the Company has included the
dilutive effects, if any, of the warrants from its earnings per share calculation since January 2,
2008.
12
CRAFTMADE INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 4 SEGMENT INFORMATION
As of March 31, 2009, the Company operates in two reportable segments, Specialty and Mass.
Prior to June 30, 2008, these segments were referred to as Craftmade and TSI, but were
re-named to be more descriptive. The segment formerly identified as Craftmade
International, Inc. or Craftmade is now referred to as Specialty and the segment
formerly identified as Trade Source International, Inc. or TSI is now referred to as
Mass. Hereafter, Craftmade International, Inc. and Craftmade refer to the Company
and Craftmade ceiling fans refers to ceiling fan products sold primarily within the
Specialty segment under the Craftmade trade name. Hereafter TSI refers specifically to
the Trade Source International subsidiary rather than the entire Mass segment.
The Specialty segment primarily derives its revenue from home furnishings, including
ceiling fans, light kits, bath-strip lighting, lamps, light bulbs, door chimes,
ventilation systems, outdoor patio furniture and other accessories offered primarily
through lighting showrooms, patio dealers, hospitality customers and catalog houses. The
Mass segment derives its revenue from outdoor lighting, outdoor patio furniture, portable
lamps, indoor lighting and fan accessories marketed solely to mass retailers and certain
major retail chains.
The additional sales from the acquisition of certain net assets of Woodard, LLC are the
result of sales to independent patio dealers, hospitality customers and mass retailers.
Sales to the independent patio dealers and hospitality customers are included in the
Specialty segment and sales to mass merchants are included in the Mass segment.
The accounting policies of the segments are the same as those described in Note 2
Summary of Significant Accounting Policies to the Companys Annual Report on Form 10-K for
the fiscal year ended June 30, 2008, as filed with the SEC on September 26, 2008. The
Company evaluates the performance of its segments and allocates resources to them based on
their income from operations and cash flows. All prior year financial information has
been renamed to be consistent with the current year disclosure.
13
CRAFTMADE INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following table presents net sales, gross profit, and income (loss) from operations
for the reportable segments:
Summary of Segment Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
March 31, |
|
|
March 31, |
|
|
March 31, |
|
|
March 31, |
|
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
|
|
(In thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Specialty |
|
$ |
15,170 |
|
|
$ |
23,146 |
|
|
$ |
51,600 |
|
|
$ |
49,726 |
|
Mass |
|
|
36,830 |
|
|
|
31,772 |
|
|
|
67,827 |
|
|
|
48,742 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
52,000 |
|
|
$ |
54,918 |
|
|
$ |
119,427 |
|
|
$ |
98,468 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Specialty |
|
$ |
4,166 |
|
|
$ |
6,328 |
|
|
$ |
15,784 |
|
|
$ |
15,823 |
|
Mass |
|
|
4,427 |
|
|
|
4,364 |
|
|
|
8,985 |
|
|
|
8,913 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
8,593 |
|
|
$ |
10,692 |
|
|
$ |
24,769 |
|
|
$ |
24,736 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Specialty |
|
$ |
(155 |
) |
|
$ |
486 |
|
|
$ |
672 |
|
|
$ |
2,388 |
|
Mass |
|
|
568 |
|
|
|
1,148 |
|
|
|
(113 |
) |
|
|
2,354 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
413 |
|
|
$ |
1,634 |
|
|
$ |
559 |
|
|
$ |
4,742 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14
CRAFTMADE INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 5 STOCK-BASED COMPENSATION
Effective July 1, 2005, the Company adopted SFAS No. 123 (revised 2004), Share-Based
Payment (SFAS 123(R)). The Company elected to use the modified prospective method for
adoption, which requires compensation expense to be recorded for all unvested stock
options and restricted shares beginning in the first quarter of adoption.
The options to purchase Common Stock are issued at fair market value on the date of the
grant. Generally, the options vest and become exercisable ratably over a four-year
period, commencing one year after the grant date, and expire ten years from issuance. The
fair value of each option is recognized as compensation expense on a straight-line basis
between the grant date and the date the options become fully vested. The Company has
recognized compensation cost for all stock-based payments in the consolidated financial
statements as follows:
Stock-Based Compensation Expense
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
|
March 31, |
|
March 31, |
|
March 31, |
|
March 31, |
|
|
2009 |
|
2008 |
|
2009 |
|
2008 |
Stock-based compensation expense recognized: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general & administrative |
|
$ |
30 |
|
|
$ |
30 |
|
|
$ |
90 |
|
|
$ |
86 |
|
Total future compensation cost related to non-vested options is expected to be amortized
over the following future periods as follows:
Future Stock-Based Compensation Expense
(Dollars in thousands)
|
|
|
|
|
|
|
Expected |
|
|
Future |
|
|
Compensation |
Fiscal Year Ending |
|
Cost |
June 30, 2009 (remaining 3 months)
|
|
$ |
28 |
|
June 30, 2010
|
|
|
73 |
|
June 30, 2011
|
|
|
39 |
|
June 30, 2012
|
|
|
17 |
|
|
|
|
|
|
|
|
$ |
157 |
|
|
|
|
|
|
15
CRAFTMADE INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following table summarizes information about outstanding and exercisable options at
March 31, 2009:
Summary of Stock Options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
Average |
|
|
Exercise |
|
|
Average |
|
|
|
|
|
|
|
Exercise |
|
|
Price |
|
|
Remaining |
|
|
|
Shares |
|
|
Price |
|
|
Range |
|
|
Life (Years) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at June 30, 2008 |
|
|
162,400 |
|
|
|
13.63 |
|
|
|
|
|
|
|
|
|
Granted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfeited |
|
|
(2,200 |
) |
|
|
18.85 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at March 31, 2009 |
|
|
160,200 |
|
|
$ |
13.56 |
|
|
$ |
6.75-$25.20 |
|
|
|
7.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at March 31, 2009 |
|
|
48,600 |
|
|
$ |
17.74 |
|
|
$ |
6.75-$25.20 |
|
|
|
6.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The fair value of each option grant is calculated on the date of grant using the
Black-Scholes option pricing model.
16
CRAFTMADE INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 6 INCOME TAXES
The Companys effective tax rate is summarized in the following table:
Summary of Effective Tax Rate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
|
March 31, |
|
March 31, |
|
March 31, |
|
March 31, |
|
|
2009 |
|
2008 |
|
2009 |
|
2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective tax rate |
|
|
(0.7 |
%) |
|
|
34.9 |
% |
|
|
27.5 |
% |
|
|
34.8 |
% |
The effective tax rate is calculated by dividing income tax expense by income after
minority interest and before income taxes. The effective tax rates presented are weighted
averages of our multiple legal entities with effective income tax rates that differ from
the statutory United States federal income tax rate of 34% due to the impact of state
income taxes. The resulting consolidated effective rate can be significantly different
than the statutory United States federal income tax rate of 34% due to the effect of
operating losses in certain legal entities of the Company being offset by gains in other
entities. The resulting consolidated effective tax rate is not necessarily representative
of the effective tax rate in any of the individual tax entities of the Company. The
Company expects to realize the benefit of current tax losses in future periods and
therefore has not provided an allowance towards these losses. The tax provisions for the
current fiscal year are based on our estimate of the Companys annualized income tax rate.
The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction
and various states and foreign jurisdictions. The statute of limitations has lapsed for
all U.S. federal returns prior to and including the fiscal year ended June 30, 2003. In
May 2007, the Internal Revenue Service completed an examination of the Companys U.S.
income tax return for the fiscal year ended June 30, 2005. There were no material
adjustments, penalties or interest resulting from this examination.
The Company believes that adequate amounts of tax, interest and penalties have been
provided for in the accompanying financial statements for any adjustments that might be
incurred due to state, local or foreign audits.
On July 1, 2007, the Company adopted the provisions of FASB Interpretation No. 48,
Accounting for Uncertainty in Income Taxes (FIN 48). At the date of adoption, the gross
amount of unrecognized tax benefits, interest and penalties was $290,000 that, if
recognized, would affect the effective tax rate. As a result of the implementation of FIN
48, we recognized no additional adjustments in the liability for unrecognized income tax
benefits. Additionally,
adoption of FIN 48 resulted in the reclassification of certain accruals for uncertain tax
positions in the amount of $190,000 from current to other long-term expenses.
17
CRAFTMADE INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
For the three months ended March 31, 2009, there was no change in our unrecognized income
tax benefits:
Reconciliation of Unrecognized Tax Benefits
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increases/(Decreases) in Unrecognized |
|
|
|
|
|
|
|
|
Tax Benefits As a Result of |
|
|
|
|
|
|
|
|
Tax Positions from |
|
|
|
|
|
Lapse in |
|
|
|
|
July 1, |
|
Prior |
|
Current |
|
|
|
|
|
Statute of |
|
March 31, |
|
|
2008 |
|
Periods |
|
Period |
|
Settlements |
|
Limitations |
|
2009 |
Unrecognized tax benefits |
|
$ |
290 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
290 |
|
It is reasonably possible that the amount of the unrecognized benefit with respect to
certain of our unrecognized tax positions could significantly increase or decrease within
the next 12 months as a result of settling ongoing tax matters. At this time, an estimate
of the range of the reasonably possible outcomes cannot be made.
The Company has historically recognized interest relating to income tax matters as a
component of interest expense and recognized penalties relating to income tax matters as a
component of selling, general and administrative expense. Such interest and penalties have
historically been immaterial. Given the adoption of FIN 48, in the future the Company
will recognize accrued interest and penalties related to income tax matters in income tax
expense. There was $48,000 in interest and penalties related to unrecognized tax benefits
accrued at the date of adoption and as of March 31, 2009.
Note 7 RELATED PARTY TRANSACTIONS
The Company purchases much of its outdoor patio furniture from a Chinese factory that is
50% owned by an affiliate of Henry Crown and Company. Henry Crown and Company owns
Woodard, LLC, from which the Company purchased certain assets in January 2008. As part of
the purchase price in that transaction, Henry Crown and Company became the beneficial
owner of more than 5% of our Common Stock. For the three months and the nine months ended
March 31, 2009, the Company purchased approximately $11.1 million and $13.4 million
respectively, in products from the joint venture, which were sold to various customers.
For the same three month period in the prior fiscal year, the Company purchased
approximately $15.3 million. Since the Woodard acquisition happened on January 2, 2008 the
purchases for the comparable prior year nine month period were also $15.3 million. The
Company currently does not have any agreements in place that compel either party to
operate in any manner that differs from standard customer/vendor relationships. Based on
this factor, the Companys management has determined that the transactions between the two
parties are at arms-length.
In addition, the Company formerly leased approximately 20,000 square feet of office space
in Chicago, Illinois from an affiliate of Henry Crown and Company for $34,829 per month.
This
18
CRAFTMADE INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
lease covered the former Woodard, LLC Chicago offices and expired on February 28,
2009. The Company has initiated a new agreement with Henry Crown and Company for 1,989
square feet that commenced on January 15, 2009 and will expire on August 14, 2009. The
Company pays $4,475 per month for this space. The Companys management has determined that
the terms of both agreements represent fair market value.
Effective February 1, 2008, the Board of the Company and Mr. William E. Bucek, a director
of the Company, entered into a an agreement (the Agreement) in which Mr. Bucek agreed,
in his capacity as a director of the Company, to (i) work with the Companys senior
management to oversee the successful integration of the recent acquisition of certain
assets of Woodard, LLC, (ii) work with the Companys senior management to develop a
strategic marketing and sales plan, (iii) assist the Board by evaluating the Companys
members of senior management during the search for a Chief Executive Officer and (iv) help
facilitate the retirement of James R. Ridings from the position of Chief Executive Officer
of the Company. The original term of the agreement was until June 30, 2008. Effective
July 1, 2008, the Company amended the Agreement to extend the term at each successive
regular Board meeting at the discretion of the Board. Effective September 30, 2008 the
Board determined that Mr. Bucek had fulfilled his responsibilities under the Agreement,
and the Agreement was terminated. Pursuant to the Agreement Mr. Bucek received $12,500
per month for his services, which the Board deemed to be reasonable and based upon rates
that would prevail in an arms-length transaction.
Effective March 16, 2009, Todd Teiber accepted the position of Senior Vice-President of
Specialty Sales with the Company. The Company acquired Teiber Lighting from Mr. Teiber in
2005, and Mr. Teiber has been under a consulting agreement with the Company since that
time, for which Mr. Teiber receives $100,000 per year. Under the terms of the Teiber
Lighting acquisition, Mr. Teibers consulting agreement will end February 28, 2010. Mr.
Teiber is also owner of Teiber Lighting Sales, which provides sales representation to the
Company for its lighting and accessory products in the Specialty segment, in certain
geographies. Mr. Teiber is no longer employed by Teiber Lighting Sales, but retains
ownership of the company. Craftmade has paid commissions of $253,927 to Teiber Lighting
Sales year to date in fiscal 2009. Based on an evaluation of similar transactions, the
Companys management has determined that the terms of Mr. Teibers employment as well as
the use of Teiber Lighting Sales to represent Craftmade products both represent fair
market value transactions.
Note 8 COMMITMENTS AND CONTINGENCIES
In February of 2009, Craftmade agreed to settle a lawsuit with a former Woodard sales
representative. The lawsuit was settled and dismissed with prejudice, with each party
agreeing to release their respective claims with no payments by any party to any party.
The Company incurred approximately $350,000 in attorney fees during the third quarter of
fiscal 2009 in relation to this lawsuit, and approximately $500,000 in the nine months
ended March 31, 2009.
The Company is involved in various claims, lawsuits and proceedings arising in the
ordinary course of business. There are uncertainties inherent in the ultimate outcome of
such matters and
19
CRAFTMADE INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
it is difficult to determine the ultimate costs that we may incur. We
believe the resolution of such uncertainties and the incurrence of such costs will not
have a material adverse effect on our consolidated financial position, results of
operations or cash flows.
20
Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations
Disclosure Regarding Forward-looking Statements
With the exception of historical information, the matters discussed in this document
contain forward-looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Readers are cautioned not to place undue reliance on forward-looking
statements. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance or
achievements of Craftmade to be materially different from any future results, performance
or achievements expressed or implied by such forward-looking statements. These
forward-looking statements include, but are not limited to, (i) statements concerning
future financial condition and operations, including future cash flows, revenues, gross
margins, earnings and variations in quarterly results, (ii) statements relating to
anticipated completion dates for new products and (iii) other statements identified by
words such as may, will, should, could, might, expects, plans,
anticipates, believes, estimates, projects, predicts, forecasts, intends,
potential, continue, and similar words or phrases. These factors that could affect our
financial and other results can be found in the risk factors section of our Annual Report
on Form 10-K for the fiscal year ended June 30, 2008, filed with the SEC on September 26,
2008. The forward-looking statements included in this Quarterly Report on Form 10-Q are
made only as of the date of this filing with the SEC, and we undertake no obligation to
update the forward-looking statements to reflect subsequent events or other circumstances.
Critical Accounting Policies and Estimates
Managements discussion and analysis of the Companys financial condition and results of
operations is based upon the Companys 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 Companys 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 Companys
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 the
Companys conclusions. The Company continually evaluates the information used to make
these estimates as its business and the economic environment change. The Companys
management believes that certain estimates, assumptions and judgments derived from the
accounting policies have significant impact on its financial statements, so the Company
considers these to be its critical accounting policies. A summary of significant
accounting policies and a description of accounting policies that are considered critical
may be found in the Companys Annual Report on Form 10-K for the year ended June 30, 2008,
as filed with the SEC on September 26, 2008.
Given the rapid economic downturn in the last months of calendar 2008, the Company felt it
was appropriate to evaluate its goodwill for possible impairment as of December 31, 2008.
The Company utilized a discounted cash flow analysis consistent with the approach used in
its June 30, 2008, year end evaluation. This first step of the interim goodwill impairment
analysis was performed at the reporting unit level, consistent with the approach taken
previously.
As part of this analysis management considered historical trends in the Companys revenue
and cost of goods, and factored in current macroeconomic trends and forecasts of economic
activity. We also considered the underlying cost structure of the Company and cost cutting
plans being implemented, and the impact of these reductions on future cash flows. The
Company also considered its current cost of both debt and equity financing, and the
current weighting of these costs in developing an
21
appropriate Weighted Average Cost of
Capital. While this analysis inherently entails a degree of subjectivity and potential
variability, management looked at a variety of scenarios and sensitivities related to each
of these areas and determined that given reasonable and probable assumptions regarding
these future variables, no goodwill impairment existed at December 31, 2008.
The Company will continue to engage in interim testing for goodwill impairment if events
or circumstances exist that create a significant likelihood that the fair value of a
reporting unit has declined below its carrying amount. In doing so, the Company will
follow the guidance given in paragraph 28 of Statement of Financial Accounting Standards
No. 142, Goodwill and Other Intangible Assets, to help determine if such an event is
likely. Based on this guidance the Company does not believe that an event has occurred
since December 31, 2008 that creates a significant likelihood that the fair value of a
reporting unit has declined below its carrying amount, therefore no additional evaluation
has been performed.
22
Results of Operations
Management reviews a number of key indicators to evaluate the Companys financial performance,
including net sales, gross profit and selling, general and administrative expenses by segment.
This discussion and analysis includes references to historical Craftmade. Historical Craftmade
consists of ceiling fans, lighting, door chimes and pushbutton sales and related operations that
have historically comprised the Companys operations prior to the acquisition of certain net assets
of Woodard, LLC.
Three Months Ended March 31, 2009 Compared to Three Months Ended March 31, 2008
An unaudited, condensed overview of results for the three months ended March 31, 2009, and the
corresponding prior year period is summarized as follows:
Summary Income Statement by Segment
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Three Months Ended |
|
|
|
March 31, 2009 |
|
|
March 31, 2008 |
|
|
|
Specialty |
|
|
Mass |
|
|
Total |
|
|
Specialty |
|
|
Mass |
|
|
Total |
|
Net sales |
|
$ |
15,170 |
|
|
$ |
36,830 |
|
|
$ |
52,000 |
|
|
$ |
23,146 |
|
|
$ |
31,772 |
|
|
$ |
54,918 |
|
Cost of goods sold |
|
|
(11,004 |
) |
|
|
(32,403 |
) |
|
|
(43,407 |
) |
|
|
(16,818 |
) |
|
|
(27,408 |
) |
|
|
(44,226 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
4,166 |
|
|
|
4,427 |
|
|
|
8,593 |
|
|
|
6,328 |
|
|
|
4,364 |
|
|
|
10,692 |
|
As a % of net sales |
|
|
27.5 |
% |
|
|
12.0 |
% |
|
|
16.5 |
% |
|
|
27.3 |
% |
|
|
13.7 |
% |
|
|
19.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative |
|
|
(4,092 |
) |
|
|
(3,794 |
) |
|
|
(7,886 |
) |
|
|
(5,697 |
) |
|
|
(3,151 |
) |
|
|
(8,848 |
) |
As a % of net sales |
|
|
27.0 |
% |
|
|
10.3 |
% |
|
|
15.2 |
% |
|
|
24.6 |
% |
|
|
9.9 |
% |
|
|
16.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
(229 |
) |
|
|
(65 |
) |
|
|
(294 |
) |
|
|
(145 |
) |
|
|
(65 |
) |
|
|
(210 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
(4,321 |
) |
|
|
(3,859 |
) |
|
|
(8,180 |
) |
|
|
(5,842 |
) |
|
|
(3,216 |
) |
|
|
(9,058 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations |
|
$ |
(155 |
) |
|
$ |
568 |
|
|
|
413 |
|
|
$ |
486 |
|
|
$ |
1,148 |
|
|
|
1,634 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
|
|
|
|
|
|
|
|
|
(333 |
) |
|
|
|
|
|
|
|
|
|
|
(524 |
) |
Other income (expense) |
|
|
|
|
|
|
|
|
|
|
(125 |
) |
|
|
|
|
|
|
|
|
|
|
139 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes
and minority interest |
|
|
|
|
|
|
|
|
|
|
(45 |
) |
|
|
|
|
|
|
|
|
|
|
1,249 |
|
Income taxes expense |
|
|
|
|
|
|
|
|
|
|
(1 |
) |
|
|
|
|
|
|
|
|
|
|
(343 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before minority interest |
|
|
|
|
|
|
|
|
|
|
(46 |
) |
|
|
|
|
|
|
|
|
|
|
906 |
|
Minority interest |
|
|
|
|
|
|
|
|
|
|
(89 |
) |
|
|
|
|
|
|
|
|
|
|
(267 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
|
|
|
|
|
|
|
|
$ |
(135 |
) |
|
|
|
|
|
|
|
|
|
$ |
639 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales. Net sales for the Company decreased $2,918,000 or 5% to $52,000,000 for the quarter
ended March 31, 2009, from $54,918,000 for the quarter ended March 31, 2008. The decrease is due
to the reduced sales in the Specialty segment, offset by an increase in sales in the Mass segment.
Management believes that the decline in the housing market and the overall economic downturn will
23
continue to negatively impact the sales of the Companys various product lines, particularly in the
Specialty segment which is more closely correlated to new home starts. The Company continues to
pursue its strategic growth plans, while increasingly focusing on developing and implementing more
immediate plans to mitigate the impact of the current economic downturn.
Net sales from the Specialty segment decreased $7,976,000 or 34% to $15,170,000 for the quarter
ended
March 31, 2009, compared to $23,146,000 for the quarter ended March 31, 2008, as summarized in the
following table.
Net Sales of the Speciality Segment
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fans |
|
|
Woodard |
|
|
|
|
|
|
Lighting & |
|
|
Outdoor |
|
|
Segment |
|
Three Months Ended |
|
Accessories |
|
|
Furniture |
|
|
Total |
|
March 31, 2009 |
|
$ |
7,800 |
|
|
$ |
7,370 |
|
|
$ |
15,170 |
|
March 31, 2008 |
|
|
11,627 |
|
|
|
11,519 |
|
|
|
23,146 |
|
|
|
|
|
|
|
|
|
|
|
Dollar increase (decrease) |
|
$ |
(3,827 |
) |
|
$ |
(4,149 |
) |
|
$ |
(7,976 |
) |
|
|
|
|
|
|
|
|
|
|
Percent increase (decrease) |
|
|
(33 |
%) |
|
|
(36 |
%) |
|
|
(34 |
%) |
Sales of fans, lighting related products and outdoor furniture continue to be affected by the
extremely weak overall housing market, a difficult credit environment and reduced consumer
spending. Management continues to focus on introducing new products and expanding accounts to
offset the weak housing market and economic downturn. Management believes that long-term growth
will be favorably affected by additional product offerings through enhanced product development
efforts, as well as cross-selling outdoor furniture products to lighting showrooms and outdoor
lighting and ceiling fans to patio dealers, and focusing efforts on the hospitality markets.
Third quarter net sales of Woodard outdoor furniture increased marginally versus the second quarter
primarily due to normal seasonality. Historically, sales of outdoor furniture to patio dealers are
seasonally higher during the third and fourth quarters of the Companys fiscal year, with the first
and second quarter being considered the off-season for outdoor furniture sales.
Net sales of the Mass segment increased $5,058,000 or 16% to $36,830,000 for the quarter ended
March 31, 2009, from $31,772,000 for the quarter ended March 31, 2008, as summarized in the
following table:
Net Sales of Mass Segment
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fans |
|
|
Woodard |
|
|
|
|
|
|
Lighting & |
|
|
Outdoor |
|
|
Segment |
|
Three Months Ended |
|
Accessories |
|
|
Furniture |
|
|
Total |
|
March 31, 2009 |
|
$ |
5,062 |
|
|
$ |
31,768 |
|
|
$ |
36,830 |
|
March 31, 2008 |
|
|
7,445 |
|
|
|
24,327 |
|
|
|
31,772 |
|
|
|
|
|
|
|
|
|
|
|
Dollar increase (decrease) |
|
$ |
(2,383 |
) |
|
$ |
7,441 |
|
|
$ |
5,058 |
|
|
|
|
|
|
|
|
|
|
|
Percent increase (decrease) |
|
|
(32 |
%) |
|
|
31 |
% |
|
|
16 |
% |
The decrease in net sales of fans, lighting and accessories was primarily the result of a decline
in: (i)
24
orders from Lowes for indoor lighting and outdoor lighting; (ii) non-core drop shipped
products; (iii) sales of fan accessories; and (iv) sales of the mix and match portable lamps
through Lowes.
Increased Woodard sales were primarily due to higher shipments to its various mass merchant
customers. Most of its products are shipped directly from China. Due to the seasonal nature of
outdoor furniture, the majority of sales to mass merchants occur from December to April each year.
Based on the most recent annual product line reviews, management believes that Lowes plans to
continue the respective programs it currently has with the Company. Management believes that,
based on the amount of product currently shipped to Lowes, the Company remains a primary vendor
for Lowes mix and match portable lamp and fan accessory/ceiling medallion programs. Management
has no reason to believe that the Company will not continue to be invited to participate in each of
Lowes scheduled reviews for its existing and new product lines. The line reviews occur on an
annual basis for each product category throughout the year and give us the potential to add new
SKUs to the Lowes program. However, participation in line reviews could also result in a partial
or complete reduction of the existing SKUs in the product lines currently offered by the Company to
Lowes.
While competitive pricing is essential in the Mass segment, management believes that future growth
is contingent upon the success of the Companys ongoing efforts to introduce new products, styles
and marketing concepts to existing customers and the expansion of the business to new customers.
Gross Profit. Gross profit of the Company as a percentage of net sales decreased 3.0% to 16.5% for
the quarter ended March 31, 2009, from 19.5% for the quarter ended March 31, 2008, primarily due to
a relative increase in the proportion of sales in the lower-margin Mass segment.
Gross profit as a percentage of net sales of the Specialty segment increased 0.2% to 27.5% for the
quarter ended March 31, 2009, from 27.3% in the quarter ended March 31, 2008. The increase is
summarized in the following table.
Gross Profit as a Percentage of Net Sales of Specialty Segment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fans |
|
|
Woodard |
|
|
|
|
|
|
Lighting & |
|
|
Outdoor |
|
|
Segment |
|
Three Months Ended |
|
Accessories |
|
|
Furniture |
|
|
Total |
|
March 31, 2009 |
|
|
33.8 |
% |
|
|
20.7 |
% |
|
|
27.5 |
% |
March 31, 2008 |
|
|
33.1 |
% |
|
|
21.5 |
% |
|
|
27.3 |
% |
|
|
|
|
|
|
|
|
|
|
Percent increase (decrease) |
|
|
0.7 |
% |
|
|
(0.8 |
%) |
|
|
0.2 |
% |
|
|
|
|
|
|
|
|
|
|
The gross margin for ceiling fans and lighting was up slightly due to sales mix, while outdoor
furniture margins saw a slight decrease due to inefficiencies created by lower utilization of
production facilities.
For fiscal year 2009, we expect gross profit as a percentage of net sales of ceiling fans and
lighting in the Specialty segment to be down slightly versus the results generated in the fiscal
year ended June 30, 2008, as the current economic downturn makes it more difficult for the Company
to increase pricing to its customers. Gross profit as a percentage of net sales of Woodard outdoor
furniture in the Specialty segment is expected to increase slightly over fiscal 2008, as the
Company has implemented higher pricing for the 2009 season, to offset cost of goods increases from
its suppliers.
25
Gross profit as a percentage of net sales of the Mass segment decreased 1.7% to 12.0% of net sales
for the quarter ended March 31, 2009, from 13.7% of net sales in the same prior year period, as
summarized in the following table:
Gross Profit as a Percentage of Net Sales of Mass
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fans |
|
|
Woodard |
|
|
|
|
|
|
Lighting & |
|
|
Outdoor |
|
|
Segment |
|
Three Months Ended |
|
Accessories |
|
|
Furniture |
|
|
Total |
|
March 31, 2009 |
|
|
19.6 |
% |
|
|
10.8 |
% |
|
|
12.0 |
% |
March 31, 2008 |
|
|
24.7 |
% |
|
|
10.4 |
% |
|
|
13.7 |
% |
|
|
|
|
|
|
|
|
|
|
Percent increase (decrease) |
|
|
(5.1 |
%) |
|
|
0.4 |
% |
|
|
(1.7 |
%) |
|
|
|
|
|
|
|
|
|
|
Gross profit as a percentage of net sales for lighting and accessories in the Mass segment
decreased partially due to higher material costs experienced in our Design Trends subsidiary. Mass
gross profit as a percent of net sales for Woodard outdoor furniture is low relative to other
channels as all sales are direct import. Although outdoor furniture gross margin was slightly up in
the third quarter of fiscal 2009 compared to the same period in the prior year, an increase in the
relative mix of outdoor furniture led to a significant decrease in weighted average gross margin
for the segment.
For fiscal year 2009, gross profit as a percentage of net sales of fans, lighting and accessories
is expected to decrease versus the fiscal year ended June 30, 2008, as a result of higher material
and shipping costs, and difficulty in passing along pricing increases.
Selling, General and Administrative Expenses. Total selling, general and administrative (SG&A)
expenses of the Company decreased $962,000 to $7,886,000 or 15.2% of net sales for the quarter
ended March 31, 2009, from $8,848,000 or 16.1% of net sales for the same period last year.
Total Company
Selling, General and Administrative Expenses
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase/ |
|
|
|
Three Months Ended |
|
|
(Decrease) |
|
|
|
March 31, |
|
|
March 31, |
|
|
Over Prior |
|
|
|
2009 |
|
|
2008 |
|
|
Year Period |
|
Commissions |
|
|
1,260 |
|
|
|
1,872 |
|
|
|
(612 |
) |
Advertising |
|
$ |
900 |
|
|
$ |
1,148 |
|
|
$ |
(248 |
) |
Accounting, legal and consulting |
|
|
1,027 |
|
|
|
1,100 |
|
|
|
(73 |
) |
Travel |
|
|
142 |
|
|
|
208 |
|
|
|
(66 |
) |
Contract labor |
|
|
210 |
|
|
|
265 |
|
|
|
(55 |
) |
Bad debt |
|
|
118 |
|
|
|
66 |
|
|
|
52 |
|
Salaries and wages |
|
|
2,471 |
|
|
|
2,394 |
|
|
|
77 |
|
Other |
|
|
1,758 |
|
|
|
1,795 |
|
|
|
(37 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
7,886 |
|
|
$ |
8,848 |
|
|
$ |
(962 |
) |
|
|
|
|
|
|
|
|
|
|
The decrease in expenses was primarily due to lower commissions and a reduction in advertising
spending offset by an increase in salaries and wages and incremental bad debt expense. The increase
in
26
salaries and wages was due to one-time restructuring costs of approximately $250,000 related to a
company-wide reduction in force that was implemented in February of 2009.
Management is focused on reducing SG&A expenses and anticipates that SG&A expenses for the fourth
quarter of fiscal year 2009 will decrease versus results generated in the each of the first three
quarters of the year. The integration of the Woodard business has been completed, with most
corporate functions having been relocated from Chicago, Illinois and integrated into the Coppell,
Texas location. As of early February 2009 the former Woodard, LLC offices in Chicago have been
closed, with the few remaining Chicago-based personnel moving into a much smaller office space,
generating significant savings. The Company has also implemented a company-wide reorganization and
reduction in force, impacting all locations and functions and resulting in a more than 5% decrease
in the number of employees. Management anticipates that these actions will significantly reduce
SG&A in future quarters.
Interest Expense. Net interest expense of the Company decreased $191,000 to $333,000 for the
quarter ended March 31, 2009, from $524,000 for the quarter ended March 31, 2008. This decrease is
primarily due to lower interest rates in effect as compared to the same period in the previous
year, offset by increased working capital associated with the Mass segment.
Minority Interest. Minority interest expense decreased $178,000 to $89,000 for the quarter ended
March 31, 2009, from $267,000 for the same period in the previous year. The decrease in minority
interest resulted from lower profits at Design Trends as a result of the decline in net sales.
Provision for Income Taxes. The income tax benefit was $1,000 or 0.7% of loss before income taxes
for the quarter ended March 31, 2009, compared to an income tax provision of $343,000 or 34.9% of
income before income taxes for the quarter ended March 31, 2008. The effective tax rate is
calculated by dividing income tax expense by income after minority interest and before income
taxes. The effective tax rates presented are weighted averages of our multiple legal entities with
effective income tax rates that differ from the statutory United States federal income tax rate of
34% due to the impact of state income taxes. The resulting consolidated effective rate can be
significantly different than the statutory United States federal income tax rate of 34% due to the
effect of operating losses in certain legal entities of the Company being offset by gains in other
entities. The resulting consolidated effective tax rate is not necessarily representative of the
effective tax rate in any of the individual tax entities of the Company.
See Note 6 in the Notes to the Unaudited Condensed Consolidated Financial Statements for
additional detail regarding the Companys policy for determining the provision for income taxes.
Nine Months Ended March 31, 2009 Compared to Nine Months Ended March 31, 2008
An unaudited, condensed overview of results for the nine months ended March 31, 2009, and the
corresponding prior year period is summarized as follows:
27
Summary Income Statement by Segment
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended |
|
|
Nine Months Ended |
|
|
|
March 31, 2009 |
|
|
March 31, 2008 |
|
|
|
Specialty |
|
|
Mass |
|
|
Total |
|
|
Specialty |
|
|
Mass |
|
|
Total |
|
Net sales |
|
$ |
51,600 |
|
|
$ |
67,827 |
|
|
$ |
119,427 |
|
|
$ |
49,726 |
|
|
$ |
48,742 |
|
|
$ |
98,468 |
|
Cost of goods sold |
|
|
(35,816 |
) |
|
|
(58,842 |
) |
|
|
(94,658 |
) |
|
|
(33,903 |
) |
|
|
(39,829 |
) |
|
|
(73,732 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
15,784 |
|
|
|
8,985 |
|
|
|
24,769 |
|
|
|
15,823 |
|
|
|
8,913 |
|
|
|
24,736 |
|
As a % of net sales |
|
|
30.6 |
% |
|
|
13.2 |
% |
|
|
20.7 |
% |
|
|
31.8 |
% |
|
|
18.3 |
% |
|
|
25.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative |
|
|
(14,514 |
) |
|
|
(8,902 |
) |
|
|
(23,416 |
) |
|
|
(13,003 |
) |
|
|
(6,363 |
) |
|
|
(19,366 |
) |
As a % of net sales |
|
|
28.1 |
% |
|
|
13.1 |
% |
|
|
19.6 |
% |
|
|
26.1 |
% |
|
|
13.1 |
% |
|
|
19.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
(598 |
) |
|
|
(196 |
) |
|
|
(794 |
) |
|
|
(432 |
) |
|
|
(196 |
) |
|
|
(628 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
(15,112 |
) |
|
|
(9,098 |
) |
|
|
(24,210 |
) |
|
|
(13,435 |
) |
|
|
(6,559 |
) |
|
|
(19,994 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations |
|
$ |
672 |
|
|
$ |
(113 |
) |
|
|
559 |
|
|
$ |
2,388 |
|
|
$ |
2,354 |
|
|
|
4,742 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
|
|
|
|
|
|
|
|
|
(1,108 |
) |
|
|
|
|
|
|
|
|
|
|
(1,144 |
) |
Other income (expense) |
|
|
|
|
|
|
|
|
|
|
(124 |
) |
|
|
|
|
|
|
|
|
|
|
139 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes
and minority interest |
|
|
|
|
|
|
|
|
|
|
(673 |
) |
|
|
|
|
|
|
|
|
|
|
3,737 |
|
Income taxes (expense) / benefit |
|
|
|
|
|
|
|
|
|
|
307 |
|
|
|
|
|
|
|
|
|
|
|
(929 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before minority interest |
|
|
|
|
|
|
|
|
|
|
(366 |
) |
|
|
|
|
|
|
|
|
|
|
2,808 |
|
Minority interest |
|
|
|
|
|
|
|
|
|
|
(443 |
) |
|
|
|
|
|
|
|
|
|
|
(1,069 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
|
|
|
|
|
|
|
|
$ |
(809 |
) |
|
|
|
|
|
|
|
|
|
$ |
1,739 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales. Net sales for the Company increased $20,959,000 or 21% to $119,427,000 for the nine
months ended March 31, 2009, from $98,464,000 for the nine months ended March 31, 2008. The
increase is due to the acquisition of certain assets of Woodard, LLC, offset by declines in sales
in historical Craftmade.
Net sales from the Specialty segment increased $1,874,000 or 4% to $51,600,000 for the nine months
ended March 31, 2009, from $49,726,000 for the nine months ended March 31, 2008, as summarized in
the following table.
28
Net Sales of the Speciality Segment
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fans |
|
|
Woodard |
|
|
|
|
|
|
Lighting & |
|
|
Outdoor |
|
|
Segment |
|
Nine Months Ended |
|
Accessories |
|
|
Furniture |
|
|
Total |
|
March 31, 2009 |
|
$ |
29,295 |
|
|
$ |
22,305 |
|
|
$ |
51,600 |
|
March 31, 2008 |
|
|
38,207 |
|
|
|
11,519 |
|
|
|
49,726 |
|
|
|
|
|
|
|
|
|
|
|
Dollar increase (decrease) |
|
$ |
(8,912 |
) |
|
$ |
10,786 |
|
|
$ |
1,874 |
|
|
|
|
|
|
|
|
|
|
|
Percent increase (decrease) |
|
|
(23 |
%) |
|
|
94 |
% |
|
|
4 |
% |
While the sales of fans and lighting-related products continue to be affected by the extremely weak
overall housing market, a difficult credit environment and reduced consumer spending, overall
segment sales increased due to the addition of outdoor furniture sales.
Management continues to focus on introducing new products and expanding accounts to offset the weak
housing market and economic downturn. Management believes that long-term growth will be favorably
affected by additional product offerings through enhanced product development efforts, as well as
cross-selling outdoor furniture products to lighting showrooms and outdoor lighting and ceiling
fans to patio dealers, and focusing efforts on the hospitality markets.
The net sales of Woodard outdoor furniture were higher due to the inclusion of nine full months of
sales in fiscal 2009 versus only three months in the fiscal 2008 comparable period. Despite being
affected by the weak economy, sales of outdoor furniture to patio dealers are seasonally higher
during the third and fourth quarters of the Companys fiscal year, with the first and second
quarter being considered the off-season for outdoor furniture sales.
Net sales of the Mass segment increased $19,085,000 or 39% to $67,827,000 for the nine months ended
March 31, 2009, from $48,742,000 for the nine months ended March 31, 2008, as summarized in the
following table:
Net Sales of Mass Segment
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fans |
|
|
Woodard |
|
|
|
|
|
|
Lighting & |
|
|
Outdoor |
|
|
Segment |
|
Nine Months Ended |
|
Accessories |
|
|
Furniture |
|
|
Total |
|
March 31, 2009 |
|
$ |
19,053 |
|
|
$ |
48,774 |
|
|
$ |
67,827 |
|
March 31, 2008 |
|
|
24,415 |
|
|
|
24,327 |
|
|
|
48,742 |
|
|
|
|
|
|
|
|
|
|
|
Dollar increase (decrease) |
|
$ |
(5,362 |
) |
|
$ |
24,447 |
|
|
$ |
19,085 |
|
|
|
|
|
|
|
|
|
|
|
Percent increase (decrease) |
|
|
(22 |
%) |
|
|
100 |
% |
|
|
39 |
% |
The decrease in net sales of fans, lighting and accessories was primarily the result of a decline
in: (i) orders from Lowes related to indoor lighting and outdoor lighting; (ii) non-core drop
shipped products; (iii) sales of fan accessories; and (iv), sales of the mix and match portable
lamps through Lowes.
29
Woodard sales were primarily comprised of sales to its various mass merchant customers. Most of
its products are shipped directly from China. Due to the seasonal nature of outdoor furniture, the
majority of sales to mass merchants occur from December to April each year. The net sales of
Woodard outdoor furniture were higher due to the inclusion of nine full months of sales in fiscal
2009 versus only three months in the fiscal 2008 comparable period.
Based on the most recent annual product line reviews, management believes that Lowes plans to
continue the respective programs it currently has with the Company. Management believes that,
based on the amount of product currently shipped to Lowes, the Company remains a primary vendor
for Lowes mix and match portable lamp and fan accessory/ceiling medallion programs. Management
has no reason to believe that the Company will not continue to be invited to participate in each of
Lowes scheduled reviews for its existing and new product lines. The line reviews occur on an
annual basis for each product category throughout the year and give us the potential to add new
SKUs to the Lowes program. However, participation in line reviews could also result in a partial
or complete reduction of the existing SKUs in the product lines currently offered by the Company to
Lowes.
While competitive pricing is essential in the Mass segment, management believes that future growth
is contingent upon the success of the Companys ongoing efforts to introduce new products, styles
and marketing concepts to existing customers and the expansion of the business to new customers.
Gross Profit. Gross profit of the Company as a percentage of net sales decreased 4.4% to 20.7% for
the nine months ended March 31, 2009, from 25.1% for the nine months ended March 31, 2008,
primarily due to consolidated sales of Woodard products that carry a lower gross profit percentage
than the Companys historical operations, as well as a relative increase in the proportion of sales
in the lower-margin Mass segment.
Gross profit as a percentage of net sales of the Specialty segment decreased 1.2% to 30.6% for the
nine months ended March 31, 2009, from 31.8% in the nine months ended March 31, 2008. The decrease
is summarized in the following table.
Gross Profit as a Percentage of Net Sales of Specialty Segment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fans |
|
Woodard |
|
|
|
|
Lighting & |
|
Outdoor |
|
Segment |
Nine Months Ended |
|
Accessories |
|
Furniture |
|
Total |
March 31, 2009 |
|
|
34.0 |
% |
|
|
26.1 |
% |
|
|
30.6 |
% |
March 31, 2008 |
|
|
34.9 |
% |
|
|
21.5 |
% |
|
|
31.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Percent increase (decrease) |
|
|
(0.9 |
%) |
|
|
4.5 |
% |
|
|
(1.2 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Decreases in gross margin for ceiling fans and lighting is primarily due to changes in sales mix to
items that carry a lower margin, as well as inflation in the cost of goods sold. Outdoor furniture
margins were higher due primarily to pricing increases implemented for the current selling season.
For fiscal year 2009, we expect gross profit as a percentage of net sales of ceiling fans and
lighting in the Specialty segment to be consistent with the results generated in the fiscal year
ended June 30, 2008. Gross profit as a percentage of net sales of Woodard outdoor furniture in the
Specialty segment is expected to increase slightly over fiscal 2008, as the Company has implemented
higher pricing for the 2009 season, to offset cost of goods increases from its suppliers.
30
Gross profit as a percentage of net sales of the Mass segment decreased 5.0% to 13.2% of net sales
for the nine months ended March 31, 2009, from 18.3% of net sales in the same prior year period, as
summarized in the following table:
Gross Profit as a Percentage of Net Sales of Mass
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fans |
|
Woodard |
|
|
|
|
Lighting & |
|
Outdoor |
|
Segment |
Nine Months Ended |
|
Accessories |
|
Furniture |
|
Total |
March 31, 2009 |
|
|
21.8 |
% |
|
|
9.9 |
% |
|
|
13.2 |
% |
March 31, 2008 |
|
|
26.2 |
% |
|
|
10.4 |
% |
|
|
18.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Percent decrease |
|
|
(4.4 |
%) |
|
|
(0.5 |
%) |
|
|
(5.0 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit as a percentage of net sales for the Mass segment decreased partially due to higher
material costs experienced in our Design Trends subsidiary. Mass gross profit as a percent of net
sales for Woodard outdoor furniture is low relative to other channels as all sales are direct
import.
For fiscal year 2009, gross profit as a percentage of net sales of fans, lighting and accessories
are expected to decrease versus the fiscal year ended June 30, 2008, as a result of higher material
and shipping costs, and difficulty in passing along pricing increases. Overall Mass segment gross
profit is expected to also decrease as lower-margin outdoor furniture sales grow relative to
lighting and accessories.
Selling, General and Administrative Expenses. Total selling, general and administrative (SG&A)
expenses of the Company increased $4,050,000 to $23,416,000 or 19.6% of net sales for the nine
months ended March 31, 2009, from $19,366,000 or 19.7% of net sales for the same period last year.
As a result of the acquisition of certain assets of Woodard, LLC on January 2, 2008 the results
shown below for the nine month ended March 31, 2008 only include three months of Woodard expenses.
Selling, General and Administrative Expenses
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase/ |
|
|
|
Nine Months Ended |
|
|
(Decrease) |
|
|
|
March 31, |
|
|
March 31, |
|
|
Over Prior |
|
|
|
2009 |
|
|
2008 |
|
|
Year Period |
|
Historical Craftmade |
|
$ |
15,299 |
|
|
$ |
15,829 |
|
|
$ |
(530 |
) |
Woodard Incremental |
|
|
8,117 |
|
|
|
3,537 |
|
|
|
4,580 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
23,416 |
|
|
$ |
19,366 |
|
|
$ |
4,050 |
|
|
|
|
|
|
|
|
|
|
|
The decrease in historical Craftmade expenses was primarily due to lower commissions, lower
insurance claims and a reduction in advertising spending, offset by an increase in bad debt
expense, incremental bank charges and an increase in salaries and wages. The increase in salaries
and wages was due to one-time restructuring costs of $251,000 related to a company-wide reduction
in force that was implemented in February of 2009. These variances are summarized below:
31
Historical Craftmade
Selling, General and Administrative Expenses
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase/ |
|
|
|
Nine Months Ended |
|
|
(Decrease) |
|
|
|
March 31, |
|
|
March 31, |
|
|
Over Prior |
|
|
|
2009 |
|
|
2008 |
|
|
Year Period |
|
Commissions |
|
|
1,715 |
|
|
|
2,024 |
|
|
|
(309 |
) |
Advertising |
|
$ |
1,257 |
|
|
$ |
1,501 |
|
|
$ |
(244 |
) |
Group insurance |
|
|
669 |
|
|
|
832 |
|
|
|
(163 |
) |
Accounting, legal and consulting |
|
|
1,771 |
|
|
|
1,900 |
|
|
|
(129 |
) |
Salaries and wages |
|
|
5,599 |
|
|
|
5,440 |
|
|
|
159 |
|
Bank charges |
|
|
220 |
|
|
|
145 |
|
|
|
75 |
|
Bad debt |
|
|
208 |
|
|
|
122 |
|
|
|
86 |
|
Other |
|
|
3,860 |
|
|
|
3,865 |
|
|
|
(5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
15,299 |
|
|
$ |
15,829 |
|
|
$ |
(530 |
) |
|
|
|
|
|
|
|
|
|
|
Management is focused on reducing SG&A expenses and anticipates that SG&A expenses for the fourth
quarter of fiscal year 2009 will decrease versus results generated in the each of the first three
quarters of the year. The integration of the Woodard business has been completed, with most
corporate functions having been relocated from Chicago, Illinois and integrated into the Coppell,
Texas location. As of early February 2009 the former Woodard, LLC offices in Chicago have been
closed, with the few remaining Chicago-based personnel moving into a much smaller office space,
generating significant savings. The Company has also implemented a company-wide reorganization and
reduction in force, impacting all locations and functions and resulting in a more than 5% decrease
in the number of employees. Management anticipates that these actions will have significant impact
on SG&A in future quarters.
Interest Expense. Net interest expense of the Company decreased $36,000 to $1,108,000 for the nine
months ended March 31, 2009, from $1,144,000 for the nine months ended March 31, 2008. This
increase is primarily due to lower interest rates in effect as compared to the same period in the
previous year, offset by increased working capital associated with the acquisition of certain
assets of Woodard, LLC.
Minority Interest. Minority interest expense decreased $626,000 to $443,000 for the nine months
ended March 31, 2009, from $1,069,000 for the same period in the previous year. The decrease in
minority interest resulted from lower profits at Design Trends as a result of the decline in net
sales.
Provision for Income Taxes. The income tax benefit was $307,000 or 27.5% of loss before income
taxes for the nine months ended March 31, 2009, compared to an income tax provision of $929,000 or
34.8% of income before income taxes for the nine months ended March 31, 2008. The effective tax
rate is calculated by dividing income tax expense by income after minority interest and before
income taxes. The effective tax rates presented are weighted averages of our multiple legal
entities with effective income tax rates that differ from the statutory United States federal
income tax rate of 34% due to the impact of state income taxes. The resulting consolidated
effective rate can be significantly different that the statutory United States federal income tax
rate of 34% due to the effect of operating losses in certain legal entities of the Company being
offset by gains in other entities. The resulting consolidated effective tax rate is not necessarily
representative of the effective tax rate in any of the individual tax entities of the Company. See
Note 6 in the Notes to the Unaudited Condensed Consolidated Financial Statements for
32
additional detail regarding the Companys policy for determining the provision for income taxes.
Liquidity and Capital Resources
The Companys cash increased $418,000 from $1,269,000 at June 30, 2008 to $1,687,000 at March
31, 2009. Net cash used by the Companys operating activities was $13,498,000 for the nine months
ended March 31, 2009, compared to cash used by the Companys operating activities of $3,601,000 for
the same period last year. The increased use of cash was primarily to fund increased working
capital primarily related to the significant shipments of Woodard furniture to the Mass segment for
the ramp up to the furniture selling season.
The $1,381,000 of cash used in investing activities for the nine months ended March 31, 2009
was related to additional contingent consideration for the acquisition of Marketing Impressions,
Inc., investing in tooling for the Owosso, Michigan production facility, and leasehold improvements
in both the new outdoor furniture showroom in Chicago, Illinois, and the existing fan and lighting
showroom in Dallas, Texas.
The $15,297,000 of cash provided by financing activities for the nine months ended March 31,
2009 primarily resulted from drawing on the Companys lines of credit to support increased
inventory and receivable levels. See Long-Term Obligations for further discussion on the Companys
debt facilities.
As of December 31, 2008, the Company reclassified as current the outstanding balance on the
Frost Line of Credit due to the maturity of the Frost Line of Credit on December 31, 2009. The
Company is currently in discussions with several lenders in relation to refinancing the line of
credit prior to the maturity of the existing agreement, but there can be no assurance that we will
be able to finalize an agreement on terms acceptable to the Company or at all.
At December 31, 2008, the Company was not in compliance with the fixed charge coverage ratio
covenant in the Frost Line of Credit. The Company secured a waiver related to the fixed charge
coverage ratio for the quarter ended December 31, 2008. The Company incurred a $125,000 fee in
conjunction with this waiver, which is recorded as Other Expense in the quarter ended March 31,
2009. No amendments were made to the Frost Line of Credit and there was no other effect on the
Companys consolidated financial statements as a result of the noncompliance or the corresponding
grant of waiver. At March 31, 2009, the Company was in compliance with all financial covenants in
the Frost Line of Credit.
Management anticipates that future cash flows will be used primarily to retire existing debt,
fund potential acquisitions, repurchase Common Stock or fund other investments that will enhance
long-term shareholder value and distribute earnings to its minority interest member. The Company
remains committed to its business strategy of creating long-term earnings growth, maximizing
shareholder value through internal improvements, making selective acquisitions and dispositions of
assets, focusing on cash flow and retaining quality personnel.
Recent Accounting Pronouncements
In December 2007, FASB issued Statement of Financial Accounting Standards No. 141 (revised
2007), Business Combinations, (SFAS 141(R)). SFAS 141(R) amends the principles and requirements
for how an acquirer recognizes and measures in its financial statements the identifiable assets
acquired,
33
the liabilities assumed, any noncontrolling interest in the acquired company and the
goodwill acquired. SFAS 141(R) also establishes disclosure requirements to enable the evaluation of
the nature and financial effects of the business combination. In April 2009 FASB issued FASB Staff
Position FSP No. FAS 141(R)-1 (FSP FAS No.141(R)-1) which amends SFAS 141(R) and clarifies the
accounting for assets acquired and liabilities assumed in a business combination that arise from
contingencies. SFAS 141(R) and FSP FAS No. 141(R)-1 are effective for the Company on July 1, 2009,
and the Company will apply them prospectively to all business combinations subsequent to the
effective date.
In December 2007, FASB issued Statement of Financial Accounting Standards No. 160,
Noncontrolling Interests in Consolidated Financial Statements an amendment of Accounting
Research Bulletin No. 51 (SFAS 160). SFAS 160 establishes accounting and reporting standards for
the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS 160
also establishes disclosure requirements that clearly identify and distinguish between the
controlling and noncontrolling interests and requires the separate disclosure of income
attributable to controlling and noncontrolling interests. SFAS 160 is effective for fiscal years
beginning after December 15, 2008. The Company is currently evaluating the impact that the adoption
of SFAS 160 will have on its consolidated financial statements.
In February 2007, FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and
Financial Liabilities (SFAS 159). This statement permits entities to choose to measure many
financial instruments and certain other items at fair value. Companies should report unrealized
gains and losses on items for which the fair value option has been elected in earnings at each
subsequent reporting date. This statement was effective for the Company as of July 1, 2008 but
currently has no impact on the Companys consolidated financial statements.
In September 2006, FASB issued SFAS No. 157, Fair Value Measurements (SFAS 157). This
statement defines fair value, establishes a framework for measuring fair value in generally
accepted accounting principles, and expands disclosures about fair value measurements. This
statement applies under other accounting pronouncements that require or permit fair value
measurements. SFAS 157 is effective for fiscal years beginning after November 15, 2007 and interim
periods within those years. The FASB has also issued Staff Position FAS 157-2 (FSP 157-2), which
delays the effective date of SFAF 157 for non-financial assets and liabilities, except for items
that are recognized or disclosed at fair value in the financial statements on a recurring basis
(at least annually), until fiscal years beginning after November 15, 2008. The Company has adopted
SFAS 157 and will apply it where, and if, appropriate and is currently assessing the impact of FSP
157-2 which is effective for the Company as of July 1, 2009.
In July 2006, FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes
(FIN 48) which clarifies the accounting for uncertainty in income taxes recognized under FASB
Statement No. 109, Accounting for Income Taxes. FIN 48 addresses the recognition and measurement
of tax positions taken or expected to be taken, and also provides guidance on derecognition,
classification, interest and penalties, accounting in interim periods and disclosure. We adopted
and applied FIN 48 under the transition provisions to all of our income tax positions at the
required effective date of July 1, 2007. See Note 6 in the Notes to the Unaudited Condensed
Consolidated Financial Statements for additional detail.
Long-Term Obligations
The Companys long-term obligations are summarized in the following table:
34
Summary of Long Term Obligations
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance |
|
|
Current |
|
|
|
|
|
|
Commitment |
|
|
Mar 31, 2009 |
|
|
Interest Rate |
|
|
Maturity |
Note payable facility |
|
|
n/a |
|
|
|
10,435 |
|
|
|
6.5 |
% |
|
December 10, 2017 |
Capital lease obligation |
|
|
n/a |
|
|
|
80 |
|
|
|
|
|
|
November 5, 2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sub-total |
|
|
|
|
|
|
10,515 |
|
|
|
|
|
|
|
|
|
Less: current amounts due |
|
|
|
|
|
|
532 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term obligations |
|
|
|
|
|
$ |
9,983 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On December 31, 2007, Craftmade entered into a Third Amended and Restated Loan Agreement (the
Loan Agreement) with The Frost National Bank (Frost). The Loan Agreement amends the Second
Amended and Restated Loan Agreement dated September 18, 2006, between Craftmade and Frost. Also,
on December 31, 2007, Craftmade executed (i) a Revolving Promissory Note (the Frost Note) payable
to the order of Frost, in the principal amount of $20,000,000, (ii) a Revolving Promissory Note
(the Whitney Note) payable to the order of Whitney National Bank, in the principal amount of
$20,000,000 and (iii) a Revolving Promissory Note (the Commerce Note and, together with the Frost
Note and the Whitney Note, the Notes) payable to the order of Commerce Bank, N.A. in the
principal amount of $10,000,000. Each Note bears an interest rate equal to the London Interbank
Offered Rate (LIBOR) plus 1.5%. All Notes will mature on December 31, 2009. The Notes replace
the Promissory Note in the principal amount of $30,000,000, payable to the order of Frost dated
September 18, 2006. As a result of this transaction, total credit lines available to Craftmade and
its subsidiaries have increased from $30,000,000 to $50,000,000. Per the borrowing base
established in the Loan Agreement, there was $9,422,160 available to borrow under the Notes at
March 31, 2009.
Pursuant to the Loan Agreement, the financial covenants require Craftmade to maintain a ratio
of total liabilities (excluding any subordinated debt) to tangible net worth of not greater than
2.5 to 1.0 for the quarters ending June, 30, September 30 and December 31 and not greater than 3.25
to 1.0 for the quarter ending March 31. The financial covenants require a Fixed Charge Coverage
Ratio (as defined in the Loan Agreement) of not less than 1.25 to 1.0, tested quarterly.
Effective September 30, 2008 the Company entered into a First Amendment (the Amendment) to
the Loan Agreement which excludes non-financed capital expenditures less than $500,000 in aggregate
from the calculation of the numerator of the Fixed Charge Coverage Ratio. In addition, the Company
has agreed not to purchase stock or issue a dividend unless the Fixed Charge Coverage Ratio for the
preceding fiscal quarter exceeds 1.75 to 1.0.
Based on the Loan Agreement and the Amendment, the Company was not in compliance with the
fixed charge coverage ratio covenant in the Frost Line of Credit at December 31, 2008. The Company
secured a waiver related to the fixed charge coverage ratio for the quarter ended December 31,
2008. The Company incurred a $125,000 fee in conjunction with this waiver, which is recorded as
Other Expense in the quarter ended March 31, 2009. No amendments were made to the Frost Line of
Credit and there was no other effect on the Companys consolidated financial statements as a result
of the noncompliance or the corresponding grant of waiver. At March 31, 2009, the Company was in
compliance with all financial covenants in the Frost Line of Credit.
35
All wholly-owned subsidiaries of Craftmade and Design Trends LLC, a 50% owned subsidiary of
Craftmade, have agreed to be guarantors of the Loan Agreement (the Guarantors). Each of
Craftmade and the Guarantors has granted a security interest to Frost in each of its accounts and
inventory. Further information regarding this Loan Agreement and Notes is detailed in the
Companys Form 8-K filed with the SEC on January 7, 2008.
As of December 31, 2008 the Company reclassified the outstanding balance on its line of credit
to current liabilities due to the maturity of the credit agreement on December 31, 2009. The
Company is currently in discussions with several lenders in relation to refinancing the line of
credit prior to the maturity of the existing agreement, but there can be no assurance that we will
be able to finalize an agreement on terms acceptable to the Company or at all.
On November 14, 2007, the Company entered into a term loan to refinance its home office and
warehouse with an original principal balance of $11,000,000. The loan is payable in equal monthly
installments of principal and interest of $95,822. The loan bears an interest rate of 6.5% per
year. The loan is collateralized by the building and land. The loan is scheduled to mature on
December 10, 2017. Further information regarding this loan is detailed in the Companys Form 8-K
filed with the SEC on November 20, 2007.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Market risks at March 31, 2009 have not changed significantly from those discussed in Item
7A of the Companys Annual Report on Form 10-K for the year ended June 30, 2008, as filed
with the SEC on September 26, 2008.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
As of the end of the period covered by this report, the Company conducted an evaluation,
under the supervision and with the participation of the principal executive officer and
principal financial officer, of the Companys disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this
evaluation, the principal executive officer and principal financial officer concluded
that, as of the end of the period covered by this report, the Companys disclosure
controls and procedures are effective. Notwithstanding the foregoing, a control system,
no matter how well designed and operated, can provide only reasonable, not absolute,
assurance that it will detect or uncover failures within the Company to disclose material
information otherwise required to be set forth in the Companys periodic reports.
Changes in Internal Controls
There was no change in the Companys internal control over financial reporting (as such
term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the
Companys most recently completed fiscal quarter that has materially affected, or is
reasonably likely to materially affect, the Companys internal control over financial
reporting.
36
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
The Company is involved in various claims, lawsuits and proceedings arising in the
ordinary course of business. There are uncertainties inherent in the ultimate outcome of
such matters and it is difficult to determine the ultimate costs that we may incur. We
believe the resolution of such uncertainties and the incurrence of such costs will not
have a material adverse effect on our consolidated financial position, results of
operations or cash flows.
Item 1A. Risk Factors
The Company published an extensive list of risk factors in the Companys Annual Report on
Form 10-K for the fiscal year ended June 30, 2008, as filed with the SEC on September 26,
2008. While there have been no material changes in the specific risk factors noted at that
time, the overall level of business risk across most industries, including those which the
Company participates in, have increased significantly since June 30, 2008. The current
broad economic downturn has affected all aspects of business, including but not limited to
employment levels, consumer spending, inflation, interest rates, availability of credit,
and foreign exchange rates. These factors have affected and will continue to affect the
Company and its suppliers, customers, employees, bank partners and competitors. Management
is focused on continuing to create value for our shareholders, but there can be no
certainty as to the length and severity of this current severe downturn or to the impact
on the Companys future operating results.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Not Applicable
Item 3. Defaults Upon Senior Securities
Not Applicable
Item 4. Submission of Matters to a Vote of Security Holders
Not Applicable
Item 5. Other Information
On February 13, 2009, the Company secured a Waiver to Third Amended and Restated Loan
Agreement (the Waiver) with The Frost National Bank (Frost) and certain other lenders.
The Waiver was only in relation to the Fixed Charge Coverage Ratio covenant under the Loan
Agreement and Amendment, and was only in effect for the quarter ended December 31, 2008.
37
Item 6. Exhibits
|
|
|
Exhibit |
|
|
Number |
|
Description |
|
|
|
2.1
|
|
Asset Purchase Agreement dated as of December 18, 2007, by and among
Woodard, LLC, Henry Crown and Company d/b/a CC Industries, Inc. and Craftmade
International, Inc., previously filed as Exhibit 2.1 to the Companys Form 8-K on
January 4, 2008, and incorporated by reference herein. |
|
|
|
|
|
Pursuant to Item 601(b)(2) of Regulation S-K, the Company has not filed
herewith the schedules and exhibits to the foregoing exhibit and agrees to
furnish supplementally to the Securities and Exchange Commission, upon request,
any omitted schedules or similar attachments to the foregoing exhibit. |
|
|
|
2.2
|
|
Stock Purchase Agreement between Craftmade International, Inc., Trade
Source International, Inc., and Robert W. Lackey, dated September 15, 2006,
previously filed as Exhibit 10.1 to the Companys Form 8-K on September 18, 2006,
and incorporated by reference herein. |
|
|
|
|
|
Pursuant to Item 601(b)(2) of Regulation S-K, the Company has not filed
herewith the schedules and exhibits to the foregoing exhibit and agrees to
furnish supplementally to the Securities and Exchange Commission, upon request,
any omitted schedules or similar attachments to the foregoing exhibit. |
|
|
|
2.3
|
|
Agreement for the Purchase and Sale of Personal Goodwill between Trade
Source International, Inc. and Robert Lackey, dated September 15, 2006, previously
filed as Exhibit 10.2 to the Companys Form 8-K on September 18, 2006, and
incorporated by reference herein. |
|
|
|
2.4
|
|
Agreement for the Purchase and Sale of Personal Goodwill between Trade
Source International, Inc. and Robert Lackey, Jr., dated September 15, 2006,
previously filed as Exhibit 10.3 to the Companys Form 8-K on September 18, 2006,
and incorporated by reference herein. |
|
|
|
2.5
|
|
Intellectual Property Assignment by and between Trade Source
International, Inc., Robert W. Lackey, Robert W. Lackey, Jr., RWL Incorporated
f/k/a Robert W. Lackey Corporation and R.L. Products Corporation, dated September
15, 2006, previously filed as Exhibit 10.4 to the Company Form 8-K on September
18, 2006, and incorporated by reference herein. |
|
|
|
2.6
|
|
Non-Competition Agreement between Trade Source International, Inc. and
Robert W. Lackey, dated September 15, 2006, previously filed as Exhibit 10.5 to the
Companys Form 8-K on September 18, 2006, and incorporated by reference herein. |
|
|
|
2.7
|
|
Non-Competition Agreement between Trade Source International and Robert
W. Lackey, Jr., dated September 15, 2006, previously filed as Exhibit 10.6 to the
Companys Form 8-K on September 18, 2006, and incorporated by reference herein. |
|
|
|
2.8
|
|
Consulting Agreement by and between Craftmade International, Inc.,
Trade Source International, Inc. and Imagine One Resources, LLC, dated September
15, 2006, previously filed as Exhibit 10.7 to the Companys Form 8-K on September
18, 2006, |
38
|
|
|
Exhibit |
|
|
Number |
|
Description |
|
|
|
|
|
and incorporated by reference herein. |
|
|
|
2.9
|
|
Partially Subordinate Security Agreement among Trade Source
International, Inc., Marketing Impressions, Inc., Prime Home Impressions, LLC, and
Robert Lackey, (Lackey), as collateral agent for Lackey, Robert W. Lackey, Jr.,
Imagine One
Resources, LLC, RWL Corporation and R.L. Products Corporation, dated September
15, 2006, previously filed as Exhibit 10.8 to the Companys Form 8-K on
September 18, 2006, and incorporated by reference herein. |
|
|
|
2.10
|
|
Subordination Agreement by and among Robert W. Lackey (Lackey), as
collateral agent for Lackey, Robert W. Lackey, Jr., Imagine One Resources, LLC, RWL
Corporation, R.L. Products Corporation, and The Frost National Bank, Trade Source
International, Inc., Marketing Impressions, Inc., Prime/Home Impressions, LLC and
Craftmade International, Inc., dated September 15, 2006, previously filed as
Exhibit 10.9 to the Companys Form 8-K on September 18, 2006, and incorporated by
reference herein. |
|
|
|
2.11
|
|
Agreement and Plan of Merger by and among Craftmade International,
Inc., Bill Teiber Co., Inc., Teiber Lighting Products, Inc., Todd Teiber and Edward
Oberstein dated March 1, 2005, previously filed as Exhibit 10.1 to the Companys
Form 8-K on March 7, 2005, and incorporated by reference herein. |
|
|
|
2.12
|
|
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 Companys
Form 8-K filed on July 15, 1998, and incorporated by reference herein. |
|
|
|
3.1
|
|
Certificate of Incorporation of the Company, filed as Exhibit 3(a)(2)
to the Companys Post Effective Amendment No. 1 to Form S-8 (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 Companys 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 Companys 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
Companys 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 Exhibit 4 to the Companys Form 8-K on July 9, 1999, and incorporated by
reference herein. |
|
|
|
4.3
|
|
Warrant Certificate dated January 2, 2008, issued by Craftmade
International, Inc. to Woodard, LLC. |
39
|
|
|
Exhibit |
|
|
Number |
|
Description |
|
|
|
10.1
|
|
Promissory Note dated November 14, 2007, in the original principal
amount of $11,000,000 payable to the order of Allianz Life Insurance Company of
North America and executed by CM Real Estate, LLC., previously filed as Exhibit
10.1 to the Companys Form 8-K on November 20, 2007 (File No. 000-26667), and
incorporated by reference herein. |
|
|
|
10.2
|
|
Deed of Trust, Mortgage and Security Agreement by CM Real Estate, LLC,
effective November 14, 2007, previously filed as Exhibit 10.2 to the Companys Form
8-K on November 20, 2007 (File No. 000-26667), and incorporated by reference
herein. |
|
|
|
10.3
|
|
Guaranty Agreement dated November 14, 2007, by Craftmade International,
Inc. in favor of Allianz Life Insurance Company of North America, previously filed
as Exhibit 10.3 to the Companys Form 8-K on November 20, 2007 (File No.
000-26667), and incorporated by reference herein. |
|
|
|
10.4
|
|
Lease Agreement dated as of November 14, 2007, between CM Real Estate,
LLC and Craftmade International, Inc., previously filed as Exhibit 10.4 to the
Companys Form 8-K on November 20, 2007 (File No. 000-26667), and incorporated by
reference herein. |
|
|
|
10.5
|
|
Third Amended and Restated Loan Agreement Among Craftmade
International, Inc., the Frost National Bank, As Administrative Agent, and the
Other Lenders Party Hereto, dated December 31, 2007, previously filed as Exhibit
10.1 to the Companys Form 8-K on January 7, 2008 (File No. 000-26667), and
incorporated by reference herein. |
|
|
|
10.6
|
|
First Amendment to Credit Agreement, effective September 30, 2008,
Among Craftmade International, Inc., the Frost National Bank, As Administrative
Agent, and the Other Lenders Party Thereto, dated November 10, 2008, previously
filed as Exhibit 10.6 to the Companys Form 10-Q on November 14, 2008 (File No.
000-26667), and incorporated by reference herein. |
|
|
|
10.7
|
|
Waiver to Third Amended and Restated Loan Agreement, dated February 13,
2009, Among Craftmade International, Inc., the Frost National Bank, As
Administrative Agent, and the Other Lenders Party Thereto, previously filed as
Exhibit 10.7 to the Companys Form 10-Q on February 17, 2009, and incorporated by
reference herein. |
|
|
|
10.8
|
|
Revolving Promissory Note Between Craftmade International, Inc., and
The Frost National Bank, dated December 31, 2007, previously filed as Exhibit 10.2
to the Companys Form 8-K on January 7, 2008, and incorporated by reference herein. |
|
|
|
10.9
|
|
Revolving Promissory Note Between Craftmade International, Inc., and
Whitney National Bank, dated December 31, 2007, previously filed as Exhibit 10.3 to
the Companys Form 8-K on January 7, 2008, and incorporated by reference herein. |
|
|
|
10.10
|
|
Revolving Promissory Note Between Craftmade International, Inc., and
Commerce Bank, N.A., dated December 31, 2007, previously filed as Exhibit 10.4 to
the Companys Form 8-K on January 7, 2008, and incorporated by reference herein. |
|
|
|
10.11
|
|
Craftmade International, Inc. 2006 Long-Term Incentive Plan,
previously filed as Exhibit 10.1 to the Companys Form 8-K on December 4, 2006, and
incorporated by reference herein. |
40
|
|
|
Exhibit |
|
|
Number |
|
Description |
|
|
|
10.12
|
|
Incentive Stock Option Agreement, previously filed as Exhibit 10.2 to
the Companys Form 8-K on December 4, 2006, and incorporated by reference herein. |
|
|
|
10.13
|
|
Non-qualified Stock Option Agreement, previously filed as Exhibit 10.3
to the Companys Form 8-K on December 4, 2006, and incorporated by reference
herein. |
|
|
|
10.14
|
|
Stock Appreciation Rights Agreement, previously filed as Exhibit 10.4
to the Companys Form 8-K on December 4, 2006, and incorporated by reference
herein. |
|
|
|
10.15
|
|
Restricted Stock Award Agreement, previously filed as Exhibit 10.5 to
the Companys Form 8-K on December 4, 2006, and incorporated by reference herein. |
|
|
|
10.16
|
|
Employment Agreement dated as of July 1, 2008, between Craftmade
International, Inc. and James R. Ridings, previously filed as Exhibit 99.1 to the
Companys Form 8-K filed
on July 8, 2008, and incorporated herein by reference. |
|
|
|
31.1*
|
|
Certification of J. Marcus Scrudder, Chief Executive Officer of the
Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
|
31.2*
|
|
Certification of C. Brett Burford, Chief Financial Officer of the
Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
|
32.1*
|
|
Certification of J. Marcus Scrudder, Chief Executive Officer of the
Company, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
|
32.2*
|
|
Certification of C. Brett Burford, Chief Financial Officer of the
Company, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
|
* |
|
Each document marked with an asterisk is filed or furnished
herewith. |
41
SIGNATURES
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 14, 2009 |
/s/ J. Marcus Scrudder
|
|
|
J. MARCUS SCRUDDER |
|
|
Chief Executive Officer |
|
|
|
|
|
Date: May 14, 2009 |
/s/ C. Brett Burford
|
|
|
C. BRETT BURFORD |
|
|
Chief Financial Officer |
|
|
42