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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended April 2, 2005
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 1-13970
CHROMCRAFT REVINGTON, INC.
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(Exact name of registrant as specified in its charter)
Delaware 35-1848094
- ------------------------------- ---------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1100 North Washington Street, Delphi, IN 46923
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(Address, including zip code, of registrant's principal executive offices)
(765) 564-3500
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(Registrant's 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 [X] No [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
The number of shares outstanding for each of the registrant's classes of common
stock, as of the latest practicable date:
Common Stock, $.01 par value - 6,008,202 shares as of April 30, 2005
INDEX
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Page
Number
------
PART I. Financial Information
Item 1. Financial Statements (unaudited)
Condensed Consolidated Statements of Earnings - Three
Months Ended April 2, 2005 and April 3, 2004............................... 3
Condensed Consolidated Balance Sheets - April 2, 2005,
April 3, 2004 and December 31, 2004........................................ 4
Condensed Consolidated Statement of Stockholders' Equity - Three Months
Ended April 2, 2005........................................................ 5
Condensed Consolidated Statements of Cash Flows - Three
Months Ended April 2, 2005 and April 3, 2004............................... 6
Notes to Condensed Consolidated Financial Statements....................... 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.......................................... 9
Item 3. Quantitative and Qualitative Disclosures About Market Risk................... 12
Item 4. Controls and Procedures...................................................... 12
PART II. Other Information
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.................. 13
Item 6. Exhibits..................................................................... 13
SIGNATURES................................................................................. 13
2
PART I.
Item 1. Financial Statements
- ----------------------------
Condensed Consolidated Statements of Earnings (unaudited)
Chromcraft Revington, Inc.
(In thousands, except per share data)
Three Months Ended
------------------------
April 2, April 3,
2005 2004
----------- -----------
Sales $44,659 $46,467
Cost of sales 34,100 35,759
------- -------
Gross margin 10,559 10,708
Selling, general and administrative expenses 6,829 8,087
------- -------
Operating income 3,730 2,621
Interest expense 154 197
------- -------
Earnings before income tax expense 3,576 2,424
Income tax expense 1,320 931
------- -------
Net earnings $ 2,256 $ 1,493
======= =======
Earnings per share of common stock
Basic $ .54 $ .36
Diluted $ .53 $ .36
Shares used in computing earnings per share
Basic 4,209 4,098
Diluted 4,273 4,183
See accompanying notes to condensed consolidated financial statements.
3
Condensed Consolidated Balance Sheets (unaudited)
Chromcraft Revington, Inc.
(In thousands)
April 2, April 3, Dec. 31,
2005 2004 2004
-------- -------- --------
Assets
------
Cash and cash equivalents $ 156 $ -- $ --
Accounts receivable 20,472 21,635 18,133
Inventories 34,362 32,784 33,666
Deferred income taxes and prepaid expenses 2,031 1,634 1,971
------- ------- -------
Current assets 57,021 56,053 53,770
Property, plant and equipment, net 31,849 34,439 32,490
Other long-term assets 811 765 776
------- ------- -------
Total assets $89,681 $91,257 $87,036
======= ======= =======
Liabilities and Stockholders' Equity
------------------------------------
Current portion of bank debt $ -- $ 5,000 $ --
Accounts payable 4,687 5,356 5,093
Accrued liabilities 9,586 11,021 8,623
------- ------- -------
Current liabilities 14,273 21,377 13,716
Bank debt 4,800 8,500 5,700
Deferred compensation 3,393 3,922 3,500
Other long-term liabilities 1,685 1,685 1,211
------- ------- -------
Total liabilities 24,151 35,484 24,127
Stockholders' equity 65,530 55,773 62,909
------- ------- -------
Total liabilities and stockholders' equity $89,681 $91,257 $87,036
======= ======= =======
See accompanying notes to condensed consolidated financial statements.
4
Condensed Consolidated Statement of Stockholders' Equity (unaudited)
Chromcraft Revington, Inc.
(In thousands, except share data)
Capital in Unearned Total
Common Excess of ESOP Retained Treasury Stockholders'
Stock Par Value Shares Earnings Stock Equity
-------- ---------- -------- -------- -------- --------
Balance at January 1, 2005 $ 77 $ 15,121 $(18,062) $ 86,119 $(20,346) $ 62,909
Net earnings -- -- -- 2,256 -- 2,256
ESOP compensation expense -- 52 169 -- -- 221
Stock option compensation
expense -- 45 -- -- -- 45
Purchase of treasury stock
(65,987 shares) -- (100) -- -- (654) (754)
Exercise of stock options
(82,987 shares) 1 852 -- -- -- 853
-------- -------- -------- -------- -------- --------
Balance at April 2, 2005 $ 78 $ 15,970 $(17,893) $ 88,375 $(21,000) $ 65,530
======== ======== ======== ======== ======== ========
See accompanying notes to condensed consolidated financial statements.
5
Condensed Consolidated Statements of Cash Flows (unaudited)
Chromcraft Revington, Inc.
(In thousands)
Three Months Ended
---------------------
April 2, April 3,
2005 2004
--------- ---------
Operating Activities
Net earnings $ 2,256 $ 1,493
Adjustments to reconcile net earnings to
net cash provided by (used in) operating activities
Depreciation expense 888 980
Deferred income taxes (8) (460)
Non-cash ESOP compensation expense 221 226
Stock option compensation expense 45 50
Changes in assets and liabilities
Accounts receivable (2,339) (3,867)
Inventories (696) (1,916)
Accounts payable and accrued liabilities 557 1,452
Other long-term liabilities 414 1,003
Other (115) (332)
------- -------
Cash provided by (used in) operating activities 1,223 (1,371)
------- -------
Investing Activities
Capital expenditures (247) (256)
------- -------
Cash used in investing activities (247) (256)
------- -------
Financing Activities
Net borrowings under a bank revolving credit line 3,350 2,700
Principal payments on bank term loan (4,250) (1,250)
Stock repurchase from related party (754) --
Exercise of stock options, net of tax benefit 834 177
------- -------
Cash provided by (used in) financing activities (820) 1,627
------- -------
Net change in cash and cash equivalents 156 --
Cash and cash equivalents at beginning of period -- --
------- -------
Cash and cash equivalents at end of period $ 156 $ --
======= =======
See accompanying notes to condensed consolidated financial statements.
6
Notes to Condensed Consolidated Financial Statements (unaudited)
Chromcraft Revington, Inc.
Note 1. Basis of Presentation
- ------------------------------
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do
not include all of the information and footnotes required by accounting
principles generally accepted in the United States of America for complete
financial statement presentation.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three month period ended April 2, 2005 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2005.
The balance sheet at December 31, 2004 has been derived from the audited
financial statements at that date but does not include all information and
footnotes required by generally accepted accounting principles for complete
financial statements.
For further information, refer to the consolidated financial statements and
footnotes thereto included in Chromcraft Revington's annual report on Form 10-K
for the year ended December 31, 2004.
Note 2. Inventories
- --------------------
Inventories consisted of the following:
(In thousands)
--------------------------------------
April 2, April 3, Dec. 31,
2005 2004 2004
-------- -------- --------
Raw materials $ 10,729 $ 8,438 $ 10,980
Work-in-process 6,410 6,577 6,374
Finished goods 19,889 19,757 18,851
-------- -------- --------
37,028 34,772 36,205
LIFO reserve (2,666) (1,988) (2,539)
-------- -------- --------
$ 34,362 $ 32,784 $ 33,666
======== ======== ========
Note 3. Accrued Liabilities
- ----------------------------
Accrued liabilities consisted of the following:
(In thousands)
--------------------------------------
April 2, April 3, Dec. 31,
2005 2004 2004
-------- -------- --------
Employee benefit plans $ 2,416 $ 3,107 $ 2,703
Compensation related and commissions 1,734 2,054 1,621
Income taxes 1,109 1,191 577
Advertising and promotion 829 670 548
Property taxes 486 901 868
Other accrued liabilities 3,012 3,098 2,306
-------- -------- --------
$ 9,586 $ 11,021 $ 8,623
======== ======== ========
7
Note 4. Bank Debt
- ------------------
Long term bank debt consisted of the following:
(In thousands)
--------------------------------------
April 2, April 3, Dec. 31,
2005 2004 2004
-------- -------- --------
Term loan $ -- $ 8,000 $ 4,250
Revolving credit line 4,800 5,500 1,450
-------- -------- --------
4,800 13,500 5,700
Less current portion of term loan -- 5,000 --
-------- -------- --------
$ 4,800 $ 8,500 $ 5,700
======== ======== ========
Note 5. Employee Stock Ownership Plan
- --------------------------------------
Chromcraft Revington sponsors a leveraged employee stock ownership plan ("ESOP")
that covers substantially all employees who have completed six months of
service. Chromcraft Revington makes annual contributions to the ESOP Trust equal
to the ESOP Trust's repayment of its loan to the Company. As the ESOP loan is
repaid, shares are released and allocated to ESOP accounts of active employees
based on the proportion of debt service paid in the year. Chromcraft Revington
accounts for its ESOP in accordance with AICPA Statement of Position 93-6,
Accounting for Employee Stock Ownership Plans. Accordingly, unearned ESOP shares
are reported as a reduction of stockholders' equity as reflected in the
Condensed Consolidated Statement of Stockholders' Equity of the Company. As
shares are committed to be released, Chromcraft Revington reports compensation
expense equal to the current market price of the shares, and the shares become
outstanding for earnings per share computations. ESOP compensation expense, a
non-cash charge, for the three months ended April 2, 2005 and April 3, 2004 was
$221,000 and $226,000, respectively. ESOP shares consisted of the following:
(In thousands)
--------------------------------------
April 2, April 3, Dec. 31,
2005 2004 2004
-------- -------- --------
Allocated shares 184 120 184
Committed to be released shares 17 17 --
Unearned ESOP shares 1,789 1,863 1,806
-------- -------- --------
Total ESOP shares 1,990 2,000 1,990
======== ======== ========
Unearned ESOP shares, at cost $ 17,893 $ 18,630 $ 18,062
======== ======== ========
Fair value of unearned ESOP shares $ 24,048 $ 27,200 $ 22,216
======== ======== ========
Note 6. Earnings per Share of Common Stock
- -------------------------------------------
Weighted average shares used in the calculation of diluted earnings per share
included dilutive potential common shares (stock options) of approximately
64,000 and 85,000 for the three months ended April 2, 2005 and April 3, 2004,
respectively.
Note 7. Stock Based Compensation
- ---------------------------------
The Company has two stock-based compensation plans. The Company accounts for
those plans under the recognition and measurement principles of APB Opinion No.
25, "Accounting for Stock Issued to Employees," and related
8
interpretations and discloses the fair value of options granted as permitted by
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" ("Statement No. 123"). The estimated per share weighted average
fair value of stock options granted during the first quarter of 2005 and 2004
was $4.98 and $5.30, respectively, on the date of grant. The following table
illustrates the effect on net earnings and earnings per share if the Company had
applied the fair value recognition provisions of Statement No. 123 to
stock-based employee compensation for the three months ended April 2, 2005 and
April 3, 2004.
(in thousands, except per share data)
-------------------------------------
2005 2004
------- -------
Net earnings, as reported $ 2,256 $ 1,493
Add: Stock-based employee compensation expense included
in reported net earnings, net of related tax effects 28 30
Deduct: Total stock-based employee compensation expense
determined under fair-value based method for all awards,
net of related tax effects (158) (268)
------- -------
Pro forma net earnings $ 2,126 $ 1,255
======= =======
Earnings per share
Basic - as reported $ .54 $ .36
Basic - pro forma $ .51 $ .31
Diluted - as reported $ .53 $ .36
Diluted - pro forma $ .50 $ .30
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
- ------------------------------------------------------------------------
Overview
- --------
For the last several years, U.S. furniture manufacturers have been impacted by
low-cost import competition. Foreign manufacturers, primarily in China, have a
substantial labor and overhead cost advantage as compared to furniture
manufacturers in the United States. We expect these competitive conditions to
continue.
The Company's strategy is to operate autonomous niche-focused businesses to
serve the fragmented furniture distribution channel with product selection and
service. A key element in this strategy is to maintain a low-cost structure to
insure that the Company's products are a value to the customer. To lower its
costs, the Company has increased imports of low-cost, labor-intensive furniture
components and finished furniture from overseas. Using this blended approach of
domestic manufacturing and selective importing, the Company believes it is
better able to control the quality of furniture and service to its customers.
Chromcraft Revington's competitiveness with producers from other countries is
influenced by transportation costs, timely delivery of furniture to retailers
and product differentiation.
The Company has several businesses, some of which have been impacted more
severely than others by the reduced sales volume. Chromcraft Revington is
closely monitoring this situation and, if business conditions do not improve,
this could cause asset impairment and restructuring charges in the future. Also,
the Company's operating units have experienced inflationary price increases in
raw materials and other costs. The Company is seeking ways to mitigate this
impact through product engineering, offshore sourcing of low-cost inventory
components and the use of alternative raw materials. Due to the competitive
environment, the Company may not be able to pass through any significant cost
increases to its customers.
9
Results of Operations
- ---------------------
The following table sets forth the Condensed Consolidated Statements of Earnings
of Chromcraft Revington for the three months ended April 2, 2005 and April 3,
2004 expressed as a percentage of sales.
Three Months Ended
------------------------
April 2, April 3,
2005 2004
---------- ----------
Sales 100.0 % 100.0 %
Cost of sales 76.4 77.0
---------- ----------
Gross margin 23.6 23.0
Selling, general and administrative expenses 15.3 17.4
---------- ----------
Operating income 8.3 5.6
Interest expense 0.3 0.4
---------- ----------
Earnings before income taxes 8.0 5.2
Income tax expense 3.0 2.0
---------- ----------
Net earnings 5.0 % 3.2 %
========== ==========
Consolidated sales for the three months ended April 2, 2005 of $44,659,000 were
3.9% lower as compared to the prior year period. The sales decrease was due to
lower shipments of dining room, occasional and bedroom furniture. Upholstered
and commercial furniture shipments were higher in 2005 as compared to last
year's first quarter. The upholstered furniture sales increase was primarily due
to the introduction of leather sofas and chairs imported from overseas.
Consolidated sales were lower in the first quarter of 2005 primarily due to a
lower number of units sold attributable to foreign import competition.
Gross margin decreased $149,000 to $10,559,000, or 23.6% of sales, for the first
three months of 2005 from $10,708,000, or 23.0% of sales, for the prior year
period. The higher gross margin percentage in 2005 was primarily due to expense
reductions in manufacturing overhead costs and slightly higher selling prices.
Selling, general and administrative expenses for the three months ended April 2,
2005 decreased $1,258,000 to $6,829,000 from $8,087,000 for the year ago period.
The higher expense in 2004 was due to a $1,100,000 charge to record a minimum
annual supplemental retirement benefit payable to Michael E. Thomas, Chairman,
President, and Chief Executive Officer of the Company. The charge resulted from
an amendment to Mr. Thomas' employment and supplemental retirement benefit
agreements with the Company.
Interest expense decreased to $154,000 in the first quarter of 2005 from
$197,000 in the prior year quarter. The decrease in interest expense was due to
lower average bank borrowings.
Chromcraft Revington's effective income tax rate was 36.9% for the first three
months of 2005 as compared to 38.4% for the prior year period. The decrease in
the effective tax rate for the three-month period ended April 2, 2005 was
primarily due to an estimated tax deduction on qualified domestic production
activities under a provision of the American Jobs Creation Act of 2004.
Net earnings increased to $2,256,000 for the three months ended April 2, 2005,
as compared to $1,493,000 for the prior year period. Factors contributing to the
earnings increase are outlined in the above discussion.
10
Financial Condition, Liquidity and Capital Resources
- ----------------------------------------------------
Operating activities provided $1,223,000 of cash during the three months ended
April 2, 2005 as compared to $1,371,000 of cash used in the same period last
year. The increase in cash was primarily due to higher cash earnings and a lower
investment in working capital for the first quarter of 2005 as compared to the
prior year period.
At April 2, 2005, inventories were higher as compared to a year ago primarily
due to an increase in imported furniture parts and finished furniture to
supplement the Company's domestic manufacturing operations. The Company has
invested in additional inventories for expansion of its imported leather
upholstered furniture line and its new custom-design wood casual dining room
program.
Investing activities used $247,000 of cash for capital expenditures during the
first three months of 2005 as compared to $256,000 spent during the same period
last year. Chromcraft Revington expects capital expenditures in 2005 to be less
than $1,500,000.
Financing activities used $820,000 of cash for the first three months of 2005,
primarily to reduce bank indebtedness and to acquire 65,987 shares of Chromcraft
Revington common stock from Michael E. Thomas, Chairman, President and Chief
Executive Officer of the Company for $863,968, or $13.093 per share. The
purchase price was determined based upon an average of the high and low selling
prices of the Company's common stock during a period of five consecutive trading
days as reported by the American Stock Exchange.
Cash provided by financing activities during the prior year quarter totaled
$1,627,000, primarily from bank borrowings.
Management expects that cash flow from operations and availability under its
bank revolving credit line will continue to be sufficient to meet future
liquidity needs. At April 2, 2005, the Company had approximately $33,200,000 in
unused availability under its bank revolving credit line that matures in 2007.
Chromcraft Revington expects to generate excess cash flow in 2005 which will be
used to reduce bank indebtedness, repurchase Company common stock or for general
corporate purposes.
Recently Issued Accounting Standards
- ------------------------------------
In November 2004, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard No. 151, Inventory Costs ("Statement
No. 151"). Statement No. 151 amends Accounting Research Bulletin No. 43, Chapter
4, Inventory Pricing, to clarify the accounting for abnormal amounts of idle
facility expense, freight, handling costs and wasted material. Statement No. 151
requires that those items be recognized as current-period charges and requires
that allocation of fixed production overheads to the cost of conversion be based
on the normal capacity of the production facilities. Statement No. 151 is
effective for fiscal years beginning after June 15, 2005. The Company does not
expect the adoption of Statement No. 151 to have a material impact on the
Company's financial condition or results of operations.
In December 2004, FASB issued Statement of Financial Accounting Standards No.
123 (revised 2004), Share-Based Payments ("Statement No. 123(R)"). Statement No.
123(R) replaces FASB Statement No. 123 and supersedes Accounting Principles
Board Opinion No. 25. Statement No. 123(R) will require the fair value of all
stock option awards issued to employees to be recorded as an expense over the
related vesting period. Statement No. 123(R) also requires the recognition of
compensation expense for the fair value of any unvested stock option awards at
the date of adoption. The Securities and Exchange Commission ("Commission")
amended FASB's compliance dates for Statement No.123(R). The Commission's new
rule allows a calendar year-end company to delay compliance with Statement No.
123(R) until the first quarter of 2006. The Company has not determined the
impact of Statement No. 123(R).
11
Forward-Looking Statements
- --------------------------
Certain information and statements contained in this report are forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. These forward-looking statements can be generally identified as such
because they include future tense or dates, or are not historical or current
facts, or include words such as "expects", "may", "anticipates", "believes" or
words of similar import. Forward-looking statements are not guarantees of
performance and are subject to certain risks and uncertainties that could cause
actual results or outcomes to differ materially from those reported, expected or
anticipated as of the date of this report.
Among such risks and uncertainties that could cause actual results or outcomes
to differ materially from those reported, expected or anticipated are general
economic conditions; import and domestic competition in the furniture industry;
market interest rates; consumer confidence levels; cyclical nature of the
furniture industry; consumer and business spending; changes in relationships
with customers; customer acceptance of existing and new products; new home and
existing home sales; and other factors that generally affect business.
The Company does not undertake any obligation to update or revise publicly any
forward-looking statements to reflect information, events or circumstances after
the date of such statements or to reflect the occurrence of anticipated or
unanticipated events or circumstances.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
- -------------------------------------------------------------------
Borrowings under Chromcraft Revington's bank agreement bear interest at a
variable rate and, therefore, are subject to changes in interest rates. A
one-percentage point fluctuation in market interest rates would not have a
material impact on net earnings in 2005.
The Company sources certain raw materials and finished furniture, primarily from
China. These purchases are fixed price contracts payable in U.S. dollars and,
therefore, the Company has no material foreign exchange rate risk exposure.
Item 4. Controls and Procedures
- --------------------------------
Chromcraft Revington's acting principal executive officer and principal
financial officer has concluded, based upon his evaluation, that the Company's
disclosure controls and procedures (as defined in Rule 13a-15(e) under the
Securities Exchange Act of 1934, as amended), were effective as of the end of
the period covered by this Form 10-Q.
Chromcraft Revington's management, including its acting principal executive
officer and principal financial officer, does not expect that the Company's
disclosure controls and procedures or its internal controls will prevent all
error and all fraud. A control system, no matter how well conceived and
operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met. Further, the design of a control
system must reflect the fact that there are resource constraints, and the
benefits of controls must be considered relative to their costs. Because of the
inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if
any, within the Company have been detected. These inherent limitations include
the realities that judgments in decision-making can be faulty and that
breakdowns can occur because of simple error or mistake. Additionally, controls
can be circumvented by the individual acts of some persons, by collusion of two
or more people or by management override of the control.
There have been no significant changes in Chromcraft Revington's internal
control over financial reporting that occurred during the quarter covered by
this report that may have materially affected, or are reasonably likely to
materially affect, Chromcraft Revington's internal control over financial
reporting.
12
PART II.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
- --------------------------------------------------------------------
The following table represents information with respect to shares of Chromcraft
Revington common stock repurchased by the Company during the quarter ended April
2, 2005.
Purchase of Equity Securities
- -----------------------------
Maximum number
Total number of (or approximate dollar
shares purchased value) of shares
Total number Average as part of that may yet be
of shares price paid publicly announced purchased under the
Period purchased per share plans or programs plans or programs
- ------ ------------ ---------- ------------------ ----------------------
January 1, 2005 to January 29, 2005 -- -- -- 268,952
January 30, 2005 to February 26, 2005 -- -- -- 768,952 (a)
February 27, 2005 to April 2, 2005 65,987 (b) $ 13.093 65,987 702,965
------------- ---------- ------------
Total 65,987 $ 13.093 65,987
============= ========== ============
(a) On February 8, 2005, the Board of Directors authorized the purchase of an
additional 500,000 shares of common stock of the Company.
(b) On March 30, 2005, the Company purchased 65,987 shares of Chromcraft
Revington common stock from Michael E. Thomas, Chairman, President and
Chief Executive Officer for $863,968, or $13.093 per share. The purchase
price was determined based upon an average of the high and low selling
prices of the Company's common stock during a period of five consecutive
trading days as reported on the American Stock Exchange.
Item 6. Exhibits
- -----------------
31.1 Certification of Acting Principal Executive Officer required pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (filed herewith).
31.2 Certification of Chief Financial Officer required pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (filed herewith).
32.1 Certifications of Acting Principal Executive Officer and Chief
Financial Officer required pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(filed herewith)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Chromcraft
Revington, Inc. has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Chromcraft Revington, Inc.
--------------------------------------
(Registrant)
Date: May 9, 2005 By: /s/ Frank T. Kane
----------- --------------------------------------
Frank T. Kane
Vice President-Finance
(Duly Authorized Officer and Principal
Accounting and Financial Officer)
13