Back to GetFilings.com
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
SEPTEMBER 30, 2003 OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
- -----
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
TO
- ---------
Commission File Number
- ----------------------
000-26667
CRAFTMADE INTERNATIONAL, INC.
-----------------------------
(Exact name of registrant as specified in its charter)
Delaware 75-2057054
-------- ----------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
650 South Royal Lane, Suite 100, Coppell, Texas 75019
- ----------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (972) 393-3800
--------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes x. No .
- ---------- ----------
5,447,258 shares of Common Stock were outstanding as of November 11, 2003.
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes No X
------- -------
1
CRAFTMADE INTERNATIONAL, INC. AND SUBSIDIARIES
Index to Quarterly Report on Form 10-Q
Part I. Financial Information
Item 1. Financial Statements (unaudited)
Condensed Consolidated Statements of Income
for the three months ended September 30,
2003 and 2002.
Condensed Consolidated Balance Sheets as of
September 30, 2003 and June 30, 2003.
Condensed Consolidated Statement of Changes
in Stockholders' Equity for the three months
ended September 30, 2003.
Condensed Consolidated Statements of Cash
Flows for the three months ended September
30, 2003 and 2002.
Notes to Condensed Consolidated Financial Statements.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Item 4. Controls and Procedures.
Part II. Other Information
Item 1. Legal Proceedings
Item 2. Changes in Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
2
CRAFTMADE INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
FOR THE THREE MONTHS ENDED
----------------------------
September 30, September 30,
2003 2002
------------- -------------
(In thousands except per share data)
Net Sales $ 18,571 $ 19,022
Cost of goods sold 12,277 12,941
------------ ------------
Gross profit 6,294 6,081
------------ ------------
Selling, general and
administrative expenses 3,882 3,824
Interest expense, net 182 195
Depreciation and amortization 152 151
------------ ------------
Total expenses 4,216 4,170
------------ ------------
Income before equity in earnings
of 50% owned investees and 2,078 1,911
income taxes
Equity in earnings of
investees before income taxes 1,645 1,554
------------ ------------
Income before income taxes 3,723 3,465
Provision for income taxes 1,353 1,261
------------ ------------
Net income $ 2,370 $ 2,204
============ ============
Basic earnings per common share $ 0.44 $ 0.38
============ ============
Diluted earnings per common share $ 0.43 $ 0.38
============ ============
Cash dividends declared
per common share $ 0.10 $ 0.07
============ ============
SEE ACCOMPANYING NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
3
CRAFTMADE INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
September 30, June 30,
2003 2003
------------- ------------
(Unaudited)
(In thousands)
Current assets:
Cash $ 1,762 $ 3,469
Accounts receivable -- net of
allowance for doubtful accounts of 10,875 11,706
$150 and $150 respectively
Receivables from 50% owned investees 1,396 217
Inventory 14,205 9,394
Deferred income taxes 358 358
Prepaid expenses and other
current assets 870 540
------------ ------------
Total current assets 29,466 25,684
------------ ------------
Property and equipment, net
Land 1,535 1,535
Building 7,784 7,784
Office furniture and equipment 3,905 3,873
Leasehold improvements 259 259
------------ ------------
13,483 13,451
Less: accumulated depreciation (4,261) (4,109)
------------ ------------
Total property and equipment, net 9,222 9,342
------------ ------------
Goodwill, net of accumulated
amortization of $1,204 and $1,204 respectively 4,735 4,735
Investment in 50% owned investees 3,233 3,567
Other assets 12 12
------------ ------------
Total other assets 7,980 8,314
------------ ------------
Total assets $ 46,668 $ 43,340
============ ============
SEE ACCOMPANYING NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
4
CRAFTMADE INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
September 30, June 30,
2003 2003
------------- ------------
(Unaudited)
(In thousands)
Current liabilities:
Note payable -- current $ 826 $ 809
Revolving lines of credit 7,500 12,000
Accounts payable 7,079 2,517
Commissions payable 239 247
Income taxes payable 1,619 484
Accrued customer allowances 1,184 1,012
Other accrued expenses 1,205 914
------------ ------------
Total current liabilities 19,652 17,983
Other non-current liabilities:
Note payable -- long term 4,109 4,322
Deferred income taxes 497 497
------------ ------------
Total liabilities 24,258 22,802
------------ ------------
Commitments and contingencies (Note 12)
Stockholders' equity:
Series A cumulative, convertible
callable preferred stock, $1.00
par value, 2,000,000 shares
authorized; 32,000 shares issued 32 32
Common stock, $.01 par value,
15,000,000 shares authorized, 9,432,035 and
9,425,535 shares issued, respectively 94 94
Additional paid-in capital 13,628 13,584
Unearned deferred compensation (33) (43)
Retained earnings 37,502 35,684
------------ ------------
51,223 49,351
Less: treasury stock, 4,004,474
common shares at cost,
and 32,000 preferred shares at cost (28,813) (28,813)
------------ ------------
Total stockholders' equity 22,410 20,538
------------ ------------
Total liabilities and stockholders' equity $ 46,668 $ 43,340
============ ============
SEE ACCOMPANYING NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
5
CRAFTMADE INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2003
(In thousands)
SERIES A ADDITIONAL UNEARNED
PREFERRED PAID-IN DEFERRED
VOTING COMMON STOCK STOCK CAPITAL COMPENSATION
------------------- --------- ---------- -----------
Shares Amount
-------- -------- --------- ---------- -----------
Balance as of June 30, 2003 9,426 94 32 13,584 (43)
Comprehensive income:
Net income for the three
months ended September 30, 2003 -- -- -- -- --
-------- -------- --------- ---------- -----------
Total comprehensive income
Deferred compensation earned -- -- -- -- 10
Exercise of employee stock options 6 -- -- 44 --
Cash dividends -- -- -- -- --
-------- -------- --------- ---------- -----------
Balance as of September 30, 2003 9,432 $ 94 $ 32 $ 13,628 $ (33)
======== ======== ========= ========== ===========
(In thousands) ACCUMULATED
OTHER
RETAINED COMPREHENSIVE
EARNINGS INCOME TREASURY STOCK
-------- ------------- -------------------
Shares Amount Total
-------- ------------- -------- -------- --------
Balance as of June 30, 2003 35,684 -- 4,036 (28,813) 20,538
Comprehensive income:
Net income for the three
months ended September 30, 2003 2,370 -- -- -- 2,370
-------- ------------- -------- -------- --------
Total comprehensive income 2,370 2,370
Deferred compensation earned -- -- -- -- 10
Exercise of employee stock options -- -- -- -- 44
Cash dividends (552) -- -- -- (552)
-------- ------------- -------- -------- --------
Balance as of September 30, 2003 $ 37,502 $ -- 4,036 $(28,813) $ 22,410
======== ============= ======== ======== ========
SEE ACCOMPANYING NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
6
CRAFTMADE INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
FOR THE THREE MONTHS ENDED
------------------------------
September 30, September 31,
2003 2002
------------- -------------
(In thousands)
Net cash provided by operating
activities: $ 3,529 $ 9,533
------------ ------------
Cash flows from investing activities:
Net additions to equipment (32) (49)
------------ ------------
Net cash used in investing activities (32) (49)
------------ ------------
Cash flows from financing activities:
Net payment on lines of credit (4,500) (2,884)
Principal payments on note payable (196) (169)
Treasury stock repurchases -- (4,779)
Stock options exercised 44 --
Cash dividends (552) (418)
------------ ------------
Net cash used in financing activities (5,204) (8,250)
------------ ------------
Net increase in cash (1,707) 1,234
Cash at beginning of period 3,469 624
------------ ------------
Cash at end of period $ 1,762 $ 1,858
============ ============
SEE ACCOMPANYING NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
7
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OF CRAFTMADE INTERNATIONAL, INC.
AND SUBSIDIARIES
SEPTEMBER 30, 2003
(Unaudited)
Note 1 -- BASIS OF PREPARATION AND PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared pursuant to the rules and regulations of the Securities and Exchange
Commission and include all adjustments which are, in the opinion of management,
necessary for a fair presentation. The condensed consolidated financial
statements include the accounts of the Company and its wholly-owned
subsidiaries; 50% owned subsidiaries are accounted for using the equity method.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to such rules and regulations. The
Company believes that the disclosures are adequate to make the information
presented not misleading; however, it is suggested that these financial
statements be read in conjunction with the financial statements and the notes
thereto which are incorporated by reference in the Company's Annual Report on
Form 10-K, as amended, for the fiscal year ended June 30, 2003. The financial
data for the interim periods may not necessarily be indicative of results to be
expected for the year.
Employee stock-based compensation
The Company has adopted SFAS 123, "Accounting for Stock-Based Compensation," on
a disclosure basis only. The Company measures compensation costs under
Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued
to Employees" and its related interpretations. Had compensation cost for all of
the Company's stock option plans been determined based upon fair value at the
grant dates consistent with the methodology prescribed in FAS 123, the Company's
net income and net income per share would have changed to the pro forma amounts
listed below using the weighted average fair values indicated.
8
FOR THE THREE MONTHS ENDED
----------------------------
September 30, September 30,
2003 2002
------------- -------------
Net income, as reported $ 2,370 $ 2,204
Net income, proforma 2,339 2,173
Basic earnings per share, as reported 0.44 0.38
Basic earnings per share, pro forma 0.44 0.38
Diluted earnings per share, as reported 0.43 0.38
Diluted earnings per share, pro forma 0.43 0.37
9
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OF CRAFTMADE INTERNATIONAL, INC.
AND SUBSIDIARIES
September 30, 2003
(Unaudited)
(In Thousands)
Note 2 -- EARNINGS PER SHARE
The following is a reconciliation of the numerator and denominator used in the
basic and diluted EPS calculations:
FOR THE THREE MONTHS ENDED
September 30, September 30,
2003 2002
------------- -------------
(In thousands except per share data)
Basic and
Diluted EPS
Numerator:
Net Income $ 2,370 $ 2,204
------------ ------------
Denominator:
Common
Shares
Outstanding 5,422 5,796
------------ ------------
Basic EPS $ 0.44 $ 0.38
============ ============
Denominator:
Common
Shares
Outstanding 5,422 5,796
Options 59 62
------------ ------------
Total Shares 5,481 5,858
============ ============
Diluted EPS $ 0.43 $ 0.38
============ ============
10
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OF CRAFTMADE INTERNATIONAL, INC.
AND SUBSIDIARIES
June 30, 2003
(In Thousands)
Note 3 -- INVESTMENT IN 50% OWNED INVESTEES
Combined summarized financial information for Design Trends and PHI is as
follows for the three months ended September 30, 2003 and 2002:
September 30, September 30,
2003 2002
------------- -------------
Net Sales $ 12,620 $ 11,155
Gross profit 3,927 3,991
Income before income taxes 3,292 3,097
Accounts receivable -- net 3,674 4,532
Inventories 3,223 3,428
Total current assets 9,773 8,754
Total assets 10,994 11,540
Revolving line of credit -- 255
Note payable -- current 167 167
Total current liabilities 4,375 6,596
Total liabilities 4,528 6,915
Total partners' capital 6,466 4,625
The Company received distributions of $1,980,000 and $308,000 for the three
months ended September 30, 2003 and 2002 respectively, from these two 50% owned
investees.
The Company's 50% owned investees operate in the form of partnerships and,
consequently, do not file federal income tax returns. Instead, the Company's
share of their income is reported in the Company's federal tax return.
11
Note 4 -- TRANSACTIONS WITH 50% OWNED UNCONSOLIDATED SUBSIDIARIES
There are no sales between the Company and its 50% investees or between the
investees. The investees utilize the Company's Coppell, Texas distribution
facility and Company personnel in the conduct of their operations.
The Company charges Design Trends for facility rent and payroll costs for those
full time Company employees when they work directly in Design Trends operations.
Facility rent is based on total square footage occupied by Design Trends and
payroll costs represent actual costs for those employees. No allocation of
indirect personnel costs, including management level personnel, is included in
the charge to Design Trends.
From time to time, the Company utilizes borrowings under its line of credit to
provide Design Trends with advances for its working capital needs. The Company
charges Design Trends interest on these advances at the bank's prime rate plus
two percentage points and interest is calculated on the average outstanding
monthly balance.
With respect to the Company's 50% owned, unconsolidated subsidiaries, PHI had
$3,000,000 available on it's line of credit, on which there was no outstanding
balance at September 30, 2003. Craftmade is a guarantor of this line of credit.
Craftmade agreed to guarantee the line of credit, for business purposes, in
order to induce the lender to provide the line of credit to PHI. PHI's line of
credit expires October 1, 2004.
PHI reimburses the Company $30,000 per month for general warehouse and
administrative expenses.
Craftmade's charges to its 50% owned investees are summarized as follows:
Three Months Ending
---------------------------
September 30 September 30
2003 2002
------------ ------------
Rent -- Design Trends $ 66,000 $ 60,000
Payroll -- Design Trends $ 249,000 $ 243,000
Interest -- Design Trends -- $ 20,000
Administrative -- PHI $ 90,000 $ 90,000
12
NOTE 5 -- SEGMENT INFORMATION
The Company operates in two reportable segments, Craftmade and TSI. The
accounting policies of the segments are the same as those described in Note 2 --
Summary of Significant Accounting Policies to the Company's Annual Report on
Form 10-K for the fiscal year ended June 30, 2003. The Company evaluates the
performance of its segments and allocates resources to them based on their
operating profit and loss and cash flows.
The Company is organized on a combination of product type and customer base. The
Craftmade segment primarily derives its revenue from home furnishings including
ceiling fans, light kits, bathstrip lighting, outdoor lighting, and lamps
offered primarily through lighting showrooms, certain major retail chains and
catalog houses. The TSI segment derives its revenue from outdoor lighting, and
portable lamps, indoor lighting and fan accessories marketed solely to mass
merchandisers.
The following table presents information about the reportable segments (in
thousands):
Craftmade TSI Total
---------- ---------- ----------
For the three months ended
September 30, 2003
- ------------------
Net sales from external customers $ 14,312 $ 4,259 $ 18,571
Operating profit 2,740 (479) 2,261
For the three months ended
September 30, 2002
- ------------------
Net sales from external customers $ 13,461 $ 5,561 $ 19,022
Operating profit 2,329 (223) 2,106
13
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Cautionary Statement
With the exception of historical information, the matters discussed in this
document contain forward-looking statements. There are certain important factors
that could cause results to differ materially from those anticipated by these
forward-looking statements. Some of the important factors that could cause
actual results to differ materially from those in the forward-looking statements
include, among other things, the dependence of Trade Source International, Inc.
("TSI"), Design Trends, LLC ("Design Trends") and Prime Home Impressions, LLC
("PHI") on sales to select mass merchandiser customers and changes in those
relationships, changes in anticipated levels of sales, whether due to future
national or regional economic and competitive conditions, changes in
relationships with Craftmade customers, customer acceptance of existing and new
products, pricing pressures due to excess capacity, cost increases, changes in
tax or interest rates, unfavorable economic and political developments in Asia
(the location of the Company's primary vendors) and changes in the foreign
currency exchange rate between the U.S. and Taiwan dollar, declining conditions
in the home construction industry, inability to realize deferred tax assets, and
other uncertainties, all of which are difficult to predict and many of which are
beyond the control of the Company.
Results of Operations
Three Months Ended September 30, 2003 Compared to Three Months Ended September
30, 2002.
Net Sales. Net sales for the Company decreased $451,000 or 2.4%, to $18,571,000
for the three-month period ended September 30, 2003 from $19,022,000 for the
same three-month period last year. Net sales from the Craftmade division
increased $851,000, or 6.3%, to $14,312,000 for the three months ended September
30, 2003 from $13,461,000 for the same three-month period last year. The
increase in sales of the Craftmade division was attributable to the success of
new product introductions and increased sales of outdoor lighting. Net sales of
the TSI division decreased $1,302,000, or 23.4%, to $4,259,000 for the three
months ended September 30, 2003 from $5,561,000 for the same three-month period
last year. The decrease was attributable to a decline in sales of outdoor
lighting to a mass retail customer whose buying patterns have become somewhat
sporadic in recent months. Craftmade's management anticipates that through
cooperative efforts with the customer, sales to this customer in future quarters
can become more consistent and comparable to prior year periods.
14
Gross Profit. Gross profit of the Company as a percentage of sales increased to
33.9% of net sales for the three months ended September 30, 2003, compared to
32.0% for the same period of 2002. The gross margin of the Craftmade division
increased to 40.8% of sales from 40.4% of sales in the year-ago period. The
improvement in the gross margin of the Craftmade division was due primarily to
an increase in sales of higher margin products. The gross margin of the TSI
division decreased to 10.8% of sales for the three months ended September 30,
2003 compared to 11.6% of sales in the year-ago period. The decline in the gross
margin of TSI was due to an increase in markdown money provided to mass retail
customers to help clear slow moving inventory. The impact on the gross margin
was partially offset by an inventory write down of $380,000 that occurred in the
three months ended September 30, 2002, that did not occur in the same three
month period in the current year.
Selling, General and Administrative Expenses. Total selling, general and
administrative ("SG&A") expenses of the Company increased $58,000 to $3,882,000,
or 20.9% of net sales, for the three months ended September 30, 2003, from
$3,824,000, or 20.1% of net sales, for the same three month period last year.
Total SG&A expenses of the Craftmade division were relatively flat at
$2,959,000, or 20.7% of net sales, compared to $2,974,000, or 22.1% of net
sales, for the same period in the previous year. The decline in SG&A expenses of
the Craftmade division as a percentage of sales was primarily related to the
effect of increased sales leveraging down fixed administrative costs.
Total SG&A expenses of the TSI division increased $73,000 to $923,000, or 21.7%
of net sales, compared to $850,000, or 15.3% of net sales, for the same period
in the previous year. The increase in TSI's SG&A expenses as a percentage of
sales was related to the decline in sales of the TSI division and the
de-leveraging effect on fixed SG&A costs. The increase in total dollars was
principally related to increased payroll costs attributable to severance pay of
approximately $100,000 that was provided to terminated employees in connection
with the closing of the TSI division's California office. The Company reached a
severance agreement with two additional employees in the second quarter; thus,
TSI will incur an additional charge of approximately $100,000 for severance pay
in the second quarter of fiscal 2004. Management presently expects that the
consolidation of the TSI division to the Company's Coppell headquarters will
result in lower overhead for the TSI division in the second half of Fiscal 2004
and beyond.
15
Interest Expense. Net interest expense of the Company decreased $13,000 to
$182,000 for the three months ended September 30, 2003 from $195,000 for the
same three-month period last year. This improvement was primarily the result of
a decrease in the outstanding balance of the Company's revolving line of credit,
combined with lower interest rates in effect during the period.
Equity in Earnings of 50% Owned Investees. Income from investees, representing
the Company's 50% ownership of PHI and Design Trends, increased $91,000 to
$1,645,000 from $1,554,000 for the three months ended September 30, 2003 and
2002, respectively. The increase in income from investees was principally due to
an increase in sales of Design Trends' portable lamp program, partially offset
by a decline in Design Trends' gross margin. Design Trends' sales increased
$1,396,000 compared to the prior year period. The increase in sales was related
to an increase in the number of stores carrying the portable lamp program, as
well as an increase in sales in existing stores. The decline in Design Trends'
gross margin was related to an increase in markdown money and vendor program
allowances provided to mass retail customers.
Provision For Income Taxes. The provision for income taxes increased to
$1,353,000 or 36.3% of net income before taxes for the three months ended
September 30, 2003, from $1,260,000 or 36.4% for the same period of the prior
year.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash decreased $1,707,000 from $3,469,000 at June 30, 2003 to
$1,762,000 at September 30, 2003. The Company's operating activities provided
cash of $3,528,000, which was primarily attributable to (i) the Company's net
income from operations of $2,261,000 (ii) collections of customer receivables of
$804,000 and (iii) an increase in accounts payable and other current liabilities
of $5,017,000. These amounts were partially offset by an increase in inventory
of $4,811,000.
The $32,000 of cash used in investing activities related to additions to
property and equipment consisting primarily of computer equipment.
Cash used for financing activities of $5,204,000 was primarily the result of (i)
principal payments of $196,000 on the Company's facility note payable, (ii)
principal payments of $4,500,000 on the Company's line of credit, and (iii) cash
dividends of $552,000.
At September 30, 2003, subject to continued compliance with certain covenants
and restrictions, the Company had $20,000,000
16
available on its lines of credit, of which $7,500,000 had been utilized. The
Company's management believes that its current line of credit, combined with
cash flows from operations, is adequate to fund the Company's current operating
needs, debt service payments and any future dividend payments, as well as fund
its projected growth over the next twelve months.
At September 30, 2003, $4,935,000 remained outstanding under the note payable
for the Company's 378,000 square foot operating facility. The Company's
management believes that this facility will be sufficient for its purposes for
the foreseeable future. The facility note payable matures on January 1, 2008.
On October 27, 2003, the Company and The Frost National Bank entered into an
amendment (the "Amendment") to the Company's $20,000,000 line of credit. As of
such date, $7,700,000 was outstanding under the line of credit. The interest
rate under the line, prime less .5%, was not changed by the Amendment and the
maturity date was extended to October 31, 2005.
With respect to the Company's 50%-owned investees, PHI had $3,000,000 available
on its line of credit, on which there was no outstanding balance at September
30, 2003. Craftmade is a guarantor of this line of credit. Craftmade agreed to
guarantee the line of credit, for business purposes,in order to induce the
lender to provide the line of credit to PHI. PHI's line of credit expires
October 1, 2004.
Fanthing, Craftmade's ceiling fan manufacturer has provided Craftmade with a
$1,000,000 credit facility, pursuant to which it will manufacture and ship
ceiling fans prior to receipt of payment from Craftmade. Accordingly, payment
can be deferred until delivery of such products. At present levels, such credit
facility is equivalent to approximately three weeks' supply of ceiling fans and
represents a supplier commitment, which, in the opinion of the Company's
management, is unusual for the industry and favorable to the Company. This
manufacturer is not required to provide this credit facility under its agreement
with Craftmade, and it may discontinue this arrangement at any time.
The Company's management has reached an agreement with one of PHI's mass retail
customers whereby PHI will provide a one-time allowance of $2.1 million to the
customer in connection with the roll out of a new lamp accessories business. The
$2.1 million charge will be incurred in the second quarter of fiscal 2004 and
will equate to approximately $0.12 per share net of taxes.
To satisfy anticipated demand for the portable lamp program, Design Trends
maintained an inventory level of $2,442,000 at September 30, 2003. This program
is highly concentrated with one mass merchandiser customer. Should the terms of
the program with this particular mass merchandiser be at a level less than
originally anticipated, the Company would be required to find other customers
for this inventory. There can be no assurances that the Company would be able to
obtain additional customers for this inventory or that any alternative sources
would generate similar sales levels and profit margins as anticipated with the
current mass merchandiser customer.
ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The information set forth below constitutes a "forward looking statement." See
Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Cautionary Statement.
17
At September 30, 2003, the Company has a $20,000,000 line of credit with The
Frost National Bank at an interest rate of prime (4.00% at September 30, 2003)
less .5%, of which $7,500,000 was outstanding. The line of credit is due on
demand; however, if no demand is made, it is scheduled to mature October 31,
2005.
At September 30, 2003, PHI had a $3,000,000 line of credit with Wachovia Bank,
N.A.("Wachovia") at an interest rate equal to the one-month LIBOR plus 2%. At
September 30, 2003, the one-month LIBOR rate was equal to 1.12%. There was a
zero outstanding balance on the line of credit at September 30, 2003. PHI's Line
of Credit is due on demand; however, if no demand is made, it is scheduled to
mature October 1, 2004. In addition, PHI has a $500,000 three-year note payable
to Wachovia maturing on July 29, 2005, of which $319,000 was outstanding at
September 30, 2003. The note bears interest at a rate equal to the Monthly LIBOR
Index plus 2.5%. Craftmade is the guarantor on PHI's lines of Credit.
Because of the short-term nature of each of the Craftmade Line of Credit and the
PHI Lines of Credit, the Company is subject to market-risk-associated, adverse
changes in interest rates. A sharp rise in interest rates could materially
adversely affect the financial condition and results of operations of the
Company. The Company has not entered into any instruments to minimize this
market risk of adverse changes in interest rates because the Company believes
the cost associated with such instruments would outweigh the benefits that would
be obtained from utilizing such instruments.
Under the Craftmade Line of Credit, for each one-percentage point (1%)
incremental increase in the prime rate, the Company's annualized interest
expense would increase by approximately $7,500. Consequently, an increase in the
prime rate of five percentage points (5%) would result in an estimated
annualized increase of interest expense for the Company of approximately
$37,500.
Under the PHI Lines of Credit, for each one-percentage point (1%) incremental
increase in LIBOR, the Company's annualized interest expense would increase by
approximately $3,000. Consequently, an increase in LIBOR of five percentage
points (5%) would result in an estimated annualized increase in interest expense
for the Company of approximately $15,000.
18
The Company currently purchases a substantial amount of ceiling fans and other
products of its Craftmade division from Fanthing, a Taiwanese company. The
Company's verbal understanding with Fanthing provides that all transactions are
to be denominated in U.S. dollars; however, the understanding further provides
that, in the event that the value of the U.S. dollar appreciates or depreciates
against the Taiwanese dollar by one Taiwanese dollar or more, Fanthing's prices
will be accordingly adjusted by 2.5%. As of November 10, 2003, one U.S. dollar
equaled $33.95 Taiwanese dollars. A sharp appreciation of the Taiwanese dollar
relative to the U.S. dollar could materially adversely affect the financial
condition and results of operations of the Company. The Company has not entered
into any instruments to minimize this market risk of adverse changes in currency
rates because the Company believes the cost associated with such instruments
would outweigh the benefits that would be obtained from utilizing such
instruments. All other purchases of the Company from foreign vendors are
denominated in U.S. dollars and are not subject to adjustment provisions with
respect to foreign currency fluctuations. As a result, the Company does not
believe that it is subject to any material foreign currency exchange risk with
respect to such purchases.
During the fiscal quarter ended September 30, 2003, the Company purchased
approximately $4,176,000 of products from Fanthing. Under the Company's
understanding with Fanthing, each $1 incremental appreciation of the Taiwanese
dollar would result in an estimated annualized net increase in cost of goods
sold of approximately $418,000, based on the Company's purchases during the
fiscal quarter ended September 30, 2003(on an annualized basis). A $5
incremental appreciation of the Taiwanese dollar would result in an estimated
annualized increase in cost of goods sold of approximately $2,088,000, based on
the Company's purchases during the fiscal quarter ended September 30, 2003(on an
annualized basis). A $10 incremental appreciation of the Taiwanese dollar would
result in an increase of approximately $4,176,000 on an annualized basis, based
on the Company's purchases during the fiscal quarter ended September 30, 2003(on
an annualized basis). These amounts are estimates of the financial impact of an
appreciation of the Taiwanese dollar relative to the U.S. dollar and are based
on annualizations of the Company's purchases from Fanthing for the fiscal
quarter ended September 30, 2003. Consequently, these amounts are not
necessarily indicative of the effect of such changes with respect to an entire
year.
19
ITEM 4 CONTROLS AND PROCEDURES.
The Company maintains controls and procedures designed to ensure that
information required to be disclosed in the reports that the Company files or
submits under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in the rules and forms
of the Securities and Exchange Commission. Based upon their evaluation of those
controls and procedures performed within 90 days of the filing date of this
report, the chief executive officer and the chief financial officer of the
Company concluded that the Company's disclosure controls and procedures are
effective in ensuring that all material information required to be filed in this
quarterly report has been made known to them in a timely manner.
The Company made no significant changes in its internal controls or in other
factors that could significantly affect these controls subsequent to the date of
the evaluation of those controls by the chief executive officer and chief
financial officer, including any corrective actions with regard to significant
deficiencies and material weaknesses.
20
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
not applicable
Item 2. Changes in Securities and Use of Proceeds
not applicable
Item 3. Defaults Upon Senior Securities
not applicable
Item 4. Submission of Matters to a Vote of Security Holders
not applicable
Item 5. Other Information
not applicable
Item 6. Exhibits and Reports on Form 8-K
a). Exhibits
3.1 Certificate of Incorporation of the Company, filed as
Exhibit 3(a)(2) to the Company's Post Effective
Amendment No. 1 to Form S-18 (File No. 33-33594-FW) and
incorporated by reference herein.
3.2 Certificate of Amendment of Certificate of Incorporation
of the Company, dated March 24, 1992 and filed as
Exhibit 4.2 to the Company's Form S-8 (File No.
333-44337) and incorporated by reference herein.
3.3 Amended and Restated Bylaws of the Company, filed as
Exhibit 3(b)(2) to the Company's Post Effective
Amendment No. 1 to Form S-8 (File No. 33-33594-FW) and
incorporated by reference herein.
4.1 Specimen Common Stock Certificate, filed as Exhibit 4.4
to the Company's Registration Statement on Form S-3
(File No. 333-70823) and incorporated by reference
herein.
21
4.2 Rights Agreement, dated as of June 23, 1999, between
Craftmade International, Inc. and Harris Trust and
Savings Bank, as Rights Agent, previously filed as an
exhibit to Form 8-K dated July 9, 1999 (File No.
000-26667) and incorporated by reference herein.
10.1 Earnest Money contract and Design/Build Agreement dated
May 8, 1995, between MEPC Quorum Properties II, Inc. and
Craftmade International, Inc. (including exhibits),
previously filed as an exhibit in Form 10-Q for the
quarter ended December 31, 1995, and herein incorporated
by reference.
10.2 Assignment of Rents and Leases dated December 21, 1995,
between Craftmade International, Inc. and Allianz Life
Insurance Company of North America (including exhibits),
previously filed as an exhibit in Form 10-Q for the
quarter ended December 31, 1995, and herein incorporated
by reference.
10.3 Deed of Trust, Mortgage and Security Agreement made by
Craftmade International, Inc., dated December 21, 1995,
to Patrick M. Arnold, as trustee for the benefit of
Allianz Life Insurance Company of North America
(including exhibits), previously filed as an exhibit in
Form 10-Q for the quarter ended December 31, 1995, and
herein incorporated by reference.
10.4 Second Amended and Restated Credit Agreement dated
November 14, 1995, among Craftmade International, Inc.,
Nations Bank of Texas, N.A., as Agent and the Lenders
defined therein (including exhibits), previously filed
as an exhibit in Form 10-Q for the quarter ended
December 31, 1995, and herein incorporated by reference.
10.5 Lease Agreement dated November 30, 1995, between
Craftmade International, Inc. and TSI Prime, Inc.,
previously filed as an exhibit in Form 10-Q for the
quarter ended December 31, 1995, and herein incorporated
by reference.
22
10.6 Revolving credit facility with Texas Commerce Bank,
previously filed as an exhibit in Form 10-K for the year
ended June 30, 1996, and herein incorporated by
reference.
10.7 Agreement and Plan of Merger, dated as of July 1, 1998,
by and among Craftmade International, Inc., Trade Source
International, Inc., a Delaware corporation, Neall and
Leslie Humphrey, John DeBlois, the Wiley Family Trust,
James Bezzerides, the Bezzco Inc. Employee Retirement
Trust and Trade Source International, Inc., a California
corporation, filed as Exhibit 2.1 to the Company's
Current Report on Form 8-K filed July 15, 1998 (File No.
33-33594-FW) and herein incorporated by reference.
10.8 Voting Agreement, dated July 1, 1998, by and among James
R. Ridings, Neall Humphrey and John DeBlois, filed as
Exhibit 2.1 to the Company's Current Report on Form 8-K
filed July 15, 1998 (File No. 33-33594-FW) and herein
incorporated by reference.
10.9 Third Amendment to Credit Agreement, dated July 1, 1998,
by and among Craftmade International, Inc., a Delaware
corporation, Trade Source International, Inc., a
Delaware corporation, Chase Bank of Texas, National
Association (formerly named Texas Commerce Bank,
National Association) and Frost National Bank (formerly
named Overton Bank and Trust), filed as Exhibit 2.1 to
the Company's Current Report on Form 8-K filed July 15,
1998 (File No. 33-33594-FW) and herein incorporated by
reference.
10.10 Consent to Merger by Chase Bank of Texas, National
Association and Frost National Bank, filed as Exhibit
2.1 to the Company's Current Report on Form 8-K filed
July 15, 1998 (File No. 33-33594-FW) and herein
incorporated by reference.
10.11 Employment Agreement, dated July 1, 1998, by and among
Craftmade International, Inc., Trade Source
International, Inc., a
23
Delaware corporation and Neall Humphrey, filed as
Exhibit 2.1 to the Company's Current Report on Form 8-K
filed July 15, 1998 (File No. 33-33594-FW) and herein
incorporated by reference.
10.12 Employment Agreement, dated July 1, 1998, by and among
Craftmade International, Inc., Trade Source
International, Inc., a Delaware corporation, and Leslie
Humphrey, filed as Exhibit 2.1 to the Company's Current
Report on Form 8-K filed July 15, 1998 (File No.
33-33594-FW) and herein incorporated by reference.
10.13 Employment Agreement, dated July 1, 1998, by and among
Craftmade International, Inc., Trade Source
International, Inc., a Delaware corporation and John
DeBlois, filed as Exhibit 2.1 to the Company's Current
Report on Form 8-K filed July 15, 1998 (File No.
33-33594-FW) and herein incorporated by reference.
10.14 Fourth Amendment to Credit Agreement, dated April 2,
1999, by and among Craftmade International, Inc., a
Delaware corporation, Durocraft International, Inc., a
Texas Corporation, Trade Source International, Inc., a
Delaware Corporation, Chase Bank of Texas, National
Association and Frost National Bank, filed as Exhibit
10.17 to the Company's Quarterly Report on Form 10-Q
filed May 15, 2000 (File No. 000-26667) and herein
incorporated by reference.
10.15 Letter Agreement Concerning Fifth Amendment to Credit
Agreement, dated August 11, 1999, from Chase Bank of
Texas, N.A. and Frost National Bank to Craftmade
International, Inc., Durocraft International, Inc.,
Trade Source International, Inc., and C/D/R
Incorporated, filed as Exhibit 10.18 to the Company's
Quarterly Report on Form 10-Q filed May 15, 2000 (File
No. 000-26667) and herein incorporated by reference.
10.16 Sixth Amendment to Credit Agreement, dated November 12,
1999, by and among Craftmade International, Inc., a
Delaware
24
corporation. Durocraft International, Inc., a Texas
Corporation, Trade Source International, Inc., a
Delaware Corporation, C/D/R Incorporated, a Delaware
corporation, Chase Bank of Texas, National Association
and Frost National Bank, filed as Exhibit 10.19 to the
Company's Quarterly Report on Form 10-Q filed May 15,
2000 (File No. 000-26667) and herein incorporated by
reference.
10.17 Employment Agreement dated October 25, 1999, between
Kathy Oher and Craftmade International, Inc., filed as
Exhibit 10.20 to the Company's Annual Report on Form
10-K filed September 26, 2000 (File No. 000-26667) and
herein incorporated by reference.
10.18 Seventh Amendment to Credit Agreement dated May 12,
2000, by and among Craftmade International, Inc., a
Delaware corporation, Durocraft International, Inc., a
Texas corporation, Trade Source International, Inc., a
Delaware corporation, C/D/R Incorporated, a Delaware
corporation, Chase Bank of Texas, National Association
and Frost National Bank, filed as Exhibit 10.21 to the
Company's Annual Report on Form 10-K filed September 26,
2000 (File No. 000-26667) and herein incorporated by
reference.
10.19 Craftmade International, Inc. 1999 Stock Option Plan,
filed as Exhibit A to the Company's Proxy Statement on
Schedule 14A filed October 4, 2000 (File No. 000-26667)
and herein incorporated by reference.
10.20 Craftmade International, Inc. 2000 Non-Employee Director
Stock Plan, filed as Exhibit B to the Company's Proxy
Statement on Schedule 14A filed October 4, 2000 (File
No. 000-26667) and herein incorporated by reference.
10.21 Eight Amendment to Credit Agreement dated February 12,
2001, by and among Craftmade International, Inc. a
Delaware corporation, Durocraft International, Inc., a
Texas
25
corporation, Trade Source International, Inc., a
Delaware corporation, Design Trends, LLC, a Delaware
limited liability company, C/D/R Incorporated, a
Delaware corporation, The Chase Manhattan Bank and The
Frost National Bank, filed as Exhibit 10.24 to the
Company's Annual Report on Form 10-K filed May 14, 2001
(File No. 000-26667) and herein incorporated by
reference.
10.22 Ninth Amendment to Credit Agreement dated June 29, 2001,
by and among Craftmade International, Inc. a Delaware
corporation, Durocraft International, Inc., a Texas
corporation, Trade Source International, Inc., a
Delaware corporation, Design Trends, LLC, a Delaware
limited liability company, C/D/R Incorporated, a
Delaware corporation, The Chase Manhattan Bank and The
Frost National Bank, filed as Exhibit 10.25 to the
Company's Annual Report on Form 10-K filed September 26,
2001 (File No. 000-26667) and herein incorporated by
reference.
10.23 Loan Agreement dated November 6, 2001, by and between
Craftmade International, Inc., a Delaware corporation,
and The Frost National Bank, a national banking
association, filed as Exhibit 10.26 to the Company's
quarterly Report on Form 10-Q filed February 14, 2002
(File No. 000-26667) and herein incorporated by
reference.
10.24 Termination Agreement dated November 16, 2001, by and
between Craftmade International, Inc., a Delaware
corporation, and JP Morgan Chase Bank, filed as Exhibit
10.27 to the Company's Quarterly Report on Form 10-Q
filed February 14, 2002 (File No. 000-26667) and herein
incorporated by reference.
26
10.25 Loan Agreement dated April 17, 2002, by and between
Prime/Home Impressions, LLC, a North Carolina limited
liability company, and Wachovia Bank, N.A., with Note
and Security Agreement of Prime/Home Impressions, LLC,
Guaranty Agreement of Craftmade International, Inc.,
Guaranty Agreement of Trade Source International, Inc.,
and Guaranty Agreement of Home Impressions, Inc., filed
as Exhibit 10.25 to the Company's Quarterly Report on
Form 10-Q filed November 14, 2002 (File No. 000-26667)
and herein incorporated by reference.
10.26 Note and Security Agreement dated April 29, 2002, by
Prime/Home Impressions LLC, a North Carolina limited
liability company, to Wachovia Bank, N.A., with Security
Agreement of Prime/Home Impressions, LLC, Guaranty
Agreement of Craftmade International, Inc., and Guaranty
Agreement of Trade Source International, Inc., filed as
Exhibit 10.26 to the Company's Quarterly Report on Form
10-Q filed November 14, 2002 (File No. 000-26667) and
herein incorporated by reference.
10.27 Modification, Renewal and Extension Agreement dated
October 27, 2003, by and between The Frost National
Bank, a national banking association, and Craftmade
International, Inc., a Delaware corporation.
31.1 Certification of James R. Ridings, Chief Executive
Officer of the Company, pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
31.2 Certification of Kathleen B. Oher, Chief Financial
Officer of the Company, pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
32.1 Certification of James R. Ridings, Chief
27
Executive Officer of the Company, pursuant to 18 U.S.C.
Section 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
32.2 Certification of Kathleen B. Oher, Chief Financial
Officer of the Company, pursuant to 18 U.S.C. Section
1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
28
b). Reports on Form 8-K
On August 20, 2003, the Company filed a Form 8-K concerning the
issuance of a press release reported on Item 5.
29
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 November 14, 2003 /s/ James R. Ridings
------------------ ---------------------------------
JAMES R. RIDINGS
President and Chief
Executive Officer
Date November 14, 2003 /s/ Kathleen B. Oher
------------------ ---------------------------------
KATHLEEN B. OHER
Chief Financial Officer
30
Index to Exhibits
Exhibit
Number Description
- ------- -----------
3.1 Certificate of Incorporation of the Company, filed as Exhibit
3(a)(2) to the Company's Post Effective Amendment No. 1 to Form
S-18 (File No. 33-33594-FW) and incorporated by reference herein.
3.2 Certificate of Amendment of Certificate of Incorporation of the
Company, dated March 24, 1992 and filed as Exhibit 4.2 to the
Company's Form S-8 (File No. 333-44337) and incorporated by
reference herein.
3.3 Amended and Restated Bylaws of the Company, filed as Exhibit
3(b)(2) to the Company's Post Effective Amendment No. 1 to Form
S-18 (File No. 33-33594-FW) and incorporated by reference herein.
4.1 Specimen Common Stock Certificate, filed as Exhibit 4.4 to the
Company's Registration Statement on Form S-3 (File No. 333-70823)
and incorporated by reference herein.
4.2 Rights Agreement, dated as of June 23, 1999, between Craftmade
International, Inc. and Harris Trust and Savings Bank, as Rights
Agent, previously filed as an exhibit to Form 8-K dated July 9,
1999 (File No. 000-26667) and incorporated by reference herein.
10.1 Earnest Money contract and Design/Build Agreement dated May 8,
1995, between MEPC Quorum Properties II, Inc. and Craftmade
International, Inc. (including exhibits), previously filed as an
exhibit in Form 10-Q for the quarter ended December 31, 1995, and
herein incorporated by reference.
10.2 Assignment of Rents and Leases dated December 21, 1995, between
Craftmade International, Inc. and Allianz Life Insurance Company
of North America (including exhibits), previously filed as an
exhibit in Form 10-Q for the quarter ended December 31, 1995, and
herein incorporated by reference.
10.3 Deed of Trust, Mortgage and Security Agreement made by Craftmade
International, Inc., dated December 21, 1995, to Patrick M.
Arnold, as trustee for the benefit of Allianz Life Insurance
Company of North America (including exhibits), previously filed
as an exhibit in
Exhibit
Number Description
- ------- -----------
Form 10-Q for the quarter ended December 31, 1995, and herein
incorporated by reference.
10.4 Second Amended and Restated Credit Agreement dated November 14,
1995, among Craftmade International, Inc., Nations Bank of Texas,
N.A., as Agent and the Lenders defined therein (including
exhibits), previously filed as an exhibit in Form 10-Q for the
quarter ended December 31, 1995, and herein incorporated by
reference.
10.5 Lease Agreement dated November 30, 1995, between Craftmade
International, Inc. and TSI Prime, Inc., previously filed as an
exhibit in Form 10-Q for the quarter ended December 31, 1995, and
herein incorporated by reference.
10.6 Revolving credit facility with Texas Commerce Bank, previously
filed as an exhibit in Form 10-K for the year ended June 30,
1996, and herein incorporated by reference.
10.7 Agreement and Plan of Merger, dated as of July 1, 1998, by and
among Craftmade International, Inc., Trade Source International,
Inc., a Delaware corporation, Neall and Leslie Humphrey, John
DeBlois, the Wiley Family Trust, James Bezzerides, the Bezzco
Inc. Employee Retirement Trust and Trade Source International,
Inc., a California corporation, filed as Exhibit 2.1 to the
Company's Current Report on Form 8-K filed July 15, 1998 (File
No. 33-33594-FW) and herein incorporated by reference.
10.8 Voting Agreement, dated July 1, 1998, by and among James R.
Ridings, Neall Humphrey and John DeBlois, filed as Exhibit 2.1 to
the Company's Current Report on Form 8-K filed July 15, 1998
(File No. 33-33594-FW) and herein incorporated by reference.
10.9 Third Amendment to Credit Agreement, dated July 1, 1998, by and
among Craftmade International, Inc., a Delaware corporation,
Trade Source International, Inc., a Delaware corporation, Chase
Bank of Texas, National Association (formerly named Texas
Commerce Bank, National Association) and Frost National Bank
(formerly named Overton Bank and Trust), filed as Exhibit 2.1 to
the Company's Current Report on Form 8-K filed July 15, 1998
(File No. 33-33594-FW) and herein incorporated by reference.
Exhibit
Number Description
- ------- -----------
10.10 Consent to Merger by Chase Bank of Texas, National Association
and Frost National Bank, filed as Exhibit 2.1 to the Company's
Current Report on Form 8-K filed July 15, 1998 (File No.
33-33594-FW) and herein incorporated by reference.
10.11 Employment Agreement, dated July 1, 1998, by and among Craftmade
International, Inc., Trade Source International, Inc., a Delaware
corporation and Neall Humphrey, filed as Exhibit 2.1 to the
Company's Current Report on Form 8-K filed July 15, 1998 (File
No. 33-33594-FW) and herein incorporated by reference.
10.12 Employment Agreement, dated July 1, 1998, by and among Craftmade
International, Inc., Trade Source International, Inc., a Delaware
corporation and Leslie Humphrey, filed as Exhibit 2.1 to the
Company's Current Report on Form 8-K filed July 15, 1998 (File
No. 33-33594-FW) and herein incorporated by reference.
10.13 Employment Agreement, dated July 1, 1998, by and among Craftmade
International, Inc., Trade Source International, Inc., a Delaware
corporation and John DeBlois, filed as Exhibit 2.1 to the
Company's Current Report on Form 8-K filed July 15, 1998 (File
No. 33-33594-FW) and herein incorporated by reference.
10.14 Fourth Amendment to Credit Agreement, dated April 2, 1999, by and
among Craftmade International, Inc., a Delaware corporation,
Durocraft International, Inc. a Texas corporation, Trade Source
International, a Delaware corporation, Chase Bank of Texas,
National Association and Frost National Bank, filed as Exhibit
10.17 to the Company's Quarterly Report on Form 10-Q filed May
15, 2000 (File No. 000-26667) and herein incorporated by
reference.
10.15 Letter Agreement Concerning Fifth Amendment to Credit Agreement,
dated August 11, 1999, from Chase Bank of Texas, N.A. and Frost
National Bank to Craftmade International, Inc., Durocraft
International Inc., Trade Source International, Inc., and C/D/R
Incorporated, filed as Exhibit 10.18 to the Company's Quarterly
Report on Form 10-Q filed May 15, 2000 (File No. 000-26667) and
herein incorporated by reference.
10.16 Sixth Amendment to Credit Agreement, dated November 12, 1999, by
and among Craftmade International, Inc., a Delaware corporation,
Durocraft International, Inc., a Texas corporation, Trade Source
International, Inc., a Delaware corporation, C/D/R Incorporated,
a Delaware corporation, Chase Bank of Texas, National Association
Exhibit
Number Description
- ------- -----------
and Frost National Bank, filed as Exhibit 10.19 to the Company's
Quarterly Report on Form 10-Q filed May 15, 2000 (File No.
000-26667) and herein incorporated by reference.
10.17 Employment Agreement dated October 25, 1999, between Kathy Oher
and Craftmade International, Inc., filed as Exhibit 10.20 to the
Company's Annual Report on Form 10-K filed September 26, 2000
(File No. 000-26667) and herein incorporated by reference.
10.18 Seventh Amendment to Credit Agreement dated May 12, 2000, by and
among Craftmade International, Inc., a Delaware corporation,
Durocraft International, Inc., a Texas corporation, Trade Source
International, Inc., a Delaware corporation, C/D/R Incorporated,
a Delaware corporation, Chase Bank of Texas, National Association
and Frost National Bank, filed as Exhibit 10.21 to the Company's
Annual Report on Form 10-K filed September 26, 2000 (File No.
000-26667) and herein incorporated by reference.
10.19 Craftmade International Inc. 1999 Stock Option Plan, filed as
Exhibit A to the Company's Proxy Statement on Schedule 14A filed
October 4, 2000 (File No. 000-26667) and herein incorporated by
reference.
10.20 Craftmade International Inc. 2000 Non-Employee Director Stock
Plan, filed as Exhibit B to the Company's Proxy Statement on
Schedule 14A filed October 4, 2000 (File No. 000-26667) and
herein incorporated by reference.
10.21 Eighth Amendment to Credit Agreement dated February 12, 2001, by
and among Craftmade International, Inc., a Delaware corporation,
Durocraft International, Inc., a Texas corporation, Trade Source
International, Inc., a Delaware corporation, Design Trends, LLC,
a Delaware limited liability company, C/D/R Incorporated, a
Delaware corporation, The Chase Manhattan Bank and The Frost
National Bank, filed as Exhibit 10.24 to the Company's Quarterly
Report on Form 10-Q filed May 14, 2001 (File No. 000-26667) and
herein incorporated by reference.
10.22 Ninth Amendment to Credit Agreement dated June 29, 2001, by and
among Craftmade International, Inc. a Delaware corporation,
Durocraft International, Inc., a
Exhibit
Number Description
- ------- -----------
Texas corporation, Trade Source International, Inc., a Delaware
corporation, Design Trends, LLC, a Delaware limited liability
company, C/D/R Incorporated, a Delaware corporation, The Chase
Manhattan Bank and The Frost National Bank, filed as Exhibit
10.25 to the Company's Annual Report on Form 10-K filed September
26, 2001 (File No. 000-26667) and herein incorporated by
reference.
10.23 Loan Agreement dated November 6, 2001, by and between Craftmade
International, Inc., a Delaware corporation, and The Frost
National Bank, a national banking association, filed as Exhibit
10.26 to the Company's Quarterly Report on Form 10-Q filed
February 14, 2002 (File No. 000-26667) and herein incorporated by
reference.
10.24 Termination agreement dated November 16, 2001, by and between
Craftmade International, Inc., a Delaware corporation, and
JPMorgan Chase Bank, filed as Exhibit 10.27 to the Company's
Quarterly Report on Form 10-Q filed February 14, 2002 (File No.
000-26667) and herein incorporated by reference.
10.25 Loan Agreement dated April 17, 2002, by and between Prime/Home
Impressions, LLC, a North Carolina limited liability company, and
Wachovia Bank, N.A., with Note and Security Agreement of
Prime/Home Impressions, LLC, Guaranty Agreement of Craftmade
International, Inc., Guaranty Agreement of Trade Source
International, Inc., and Guaranty Agreement of Home Impressions,
Inc., filed as Exhibit 10.25 to the Company's Quarterly Report on
Form 10-Q filed November 14, 2002 (File No. 000-26667) and herein
incorporated by reference.
10.26 Note and Security Agreement dated April 29, 2002, by Prime/Home
Impressions LLC, a North Carolina limited liability company, to
Wachovia Bank, N.A., with Security Agreement of Prime/Home
Impressions, LLC, Guaranty Agreement of Craftmade International,
Inc., and Guaranty Agreement of Trade Source International, Inc.,
filed as Exhibit 10.26 to the Company's Quarterly Report on Form
10-Q filed November 14, 2002 (File No. 000-26667) and herein
incorporated by reference.
Exhibit
Number Description
- ------- -----------
10.27 Modification, Renewal and Extension Agreement dated October 27,
2003, by and between The Frost National Bank, a national banking
association, and Craftmade International, Inc., a Delaware
corporation.
31.1 Certification of James R. Ridings, Chief Executive Officer of the
Company, pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
31.2 Certification of Kathleen B. Oher, Chief Financial Officer of the
Company, pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
32.1 Certification of James R. Ridings, Chief Executive Officer of the
Company, pursuant to 18 U.S.C. Section 1350 as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification of Kathleen B. Oher, Chief Financial Officer of the
Company, pursuant to 18 U.S.C. Section 1350 as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.