<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 2, 2000
( ) 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 No. 1-7604
CROWN CRAFTS, INC
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(Exact name of registrant as specified in its charter)
Georgia 58-0678148
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1600 RiverEdge Parkway, Suite 200, Atlanta, Georgia 30328
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(Address of principal executive offices)
(770) 644-6400
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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 [ ]
The number of shares of common Stock, $1.00 par value, of the Registrant
outstanding as of September 29, 2000 was 8,608,843.
<PAGE> 2
FORM 10-Q
CROWN CRAFTS, INC. AND SUBSIDIARIES
PART 1 - FINANCIAL INFORMATION
ITEM 1 - CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
July 2, 2000 (UNAUDITED) and April 2, 2000
<TABLE>
<CAPTION>
July 2, April 2,
dollar amounts in thousands, except share and par value per share 2000 2000
<S> <C> <C>
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ASSETS
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CURRENT ASSETS:
Cash $ 311 $ 1,453
Accounts receivable (less allowances of $5,819 at July 2
and $5,771 at April 2):
Due from factor 14,677 25,432
Other 4,291 3,580
Inventories, net 70,729 73,269
Other current assets 7,030 8,755
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Total current assets 97,038 112,489
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PROPERTY, PLANT AND EQUIPMENT - AT COST:
Land, buildings and improvements 45,148 45,613
Machinery and equipment 97,867 97,972
Furniture and fixtures 2,140 2,142
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145,155 145,727
Less accumulated depreciation 75,295 72,705
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Property, plant and equipment - net 69,860 73,022
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OTHER ASSETS:
Goodwill (net of amortization of $4,332 at July 2 and $4,067 at April 2) 24,963 25,228
Other 3,875 4,265
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Total other assets 28,838 29,493
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TOTAL ASSETS $ 195,736 $ 215,004
==================================================================================================
</TABLE>
See notes to interim consolidated financial statements.
<PAGE> 3
Crown Crafts, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
July 2, 2000 (UNAUDITED) and April 2, 2000
<TABLE>
<CAPTION>
July 2, April 2,
dollar amounts in thousands, except share and par value per share 2000 2000
<S> <C> <C>
--------------------------------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY
--------------------------------------------------------------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 12,731 $ 17,997
Income taxes payable 49
Accrued wages and benefits 4,237 5,022
Accrued royalties 2,433 3,538
Other accrued liabilities 3,016 3,444
Current maturities of long-term debt 124,716 19,000
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Total current liabilities 147,182 49,001
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NON-CURRENT LIABILITIES:
Long-term debt 106,593
Deferred income taxes 1,850 1,850
Other 745 745
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Total non-current liabilities 2,595 109,188
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COMMITMENTS AND CONTINGENCIES
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SHAREHOLDERS' EQUITY:
Common stock - par value $1.00 per share
50,000,000 shares authorized, 9,583,305 issued 9,983 9,983
Additional paid-in capital 46,096 46,096
Retained earnings 10,223 21,110
Cumulative currency translation adjustment (34) (65)
Common stock held in treasury - 1,374,462 shares at cost (20,309) (20,309)
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Total shareholders' equity 45,959 56,815
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TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 195,736 $ 215,004
==================================================================================================
</TABLE>
See notes to interim consolidated financial statements.
<PAGE> 4
Crown Crafts, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
Three months ended July 2, 2000 and June 27, 1999 (UNAUDITED)
<TABLE>
<CAPTION>
July 2, June 27,
in thousands, except loss per share 2000 1999
---------------------------------------------------------------------------------------
<S> <C> <C>
Net sales $ 58,194 $ 65,787
Cost of products sold 53,747 56,842
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Gross profit 4,447 8,945
Marketing and administrative expenses 11,976 12,063
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Loss from operations (7,529) (3,118)
Other income (expense):
Interest expense (3,934) (3,002)
Other - net 577 19
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Loss before income taxes (10,886) (6,101)
Income tax benefit 0 (2,274)
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Net loss (10,886) (3,827)
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Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment 31 (53)
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Comprehensive loss, net of tax $ (10,855) $ (3,880)
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Basic loss per share $ (1.26) $ (0.44)
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Diluted loss per share $ (1.26) $ (0.44)
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Average shares outstanding - basic 8,609 8,609
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Average shares outstanding - diluted 8,609 8,609
=======================================================================================
</TABLE>
See notes to interim consolidated financial statements.
<PAGE> 5
Crown Crafts, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS Three months
ended July 2, 2000 and June 27, 1999
(UNAUDITED)
<TABLE>
<CAPTION>
July 2, June 27,
in thousands 2000 1999
-------------------------------------------------------------------------------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net loss $(10,886) $(3,827)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation of property, plant and equipment 3,068 2,848
Amortization of goodwill 265 258
(Gain) loss on sale of property, plant and equipment (466) 24
Changes in assets and liabilities, net
of effects of acquisitions of
businesses:
Accounts receivable 11,130 19,044
Inventories 2,540 (7,257)
Other current assets 1,725 (329)
Other assets 390 50
Accounts payable (5,266) (5,199)
Income taxes payable 49 (4)
Accrued liabilities (2,318) 679
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Net cash provided by operating activities 231 6,287
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INVESTING ACTIVITIES:
Capital expenditures (328) (4,120)
Proceeds from sale of property, plant and equipment 888 79
Other 31 (53)
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Net cash provided by (used for) investing activities 591 (4,094)
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FINANCING ACTIVITIES:
Payment of long-term debt (878) (1,750)
Decrease in advances from factor (1,086)
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Net cash used for financing activities (1,964) (1,750)
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NET INCREASE (DECREASE) IN CASH (1,142) 443
Cash at beginning of period 1,453 744
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CASH AT END OF PERIOD $ 311 $ 1,187
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SUPPLEMENTAL CASH FLOW INFORMATION:
Income taxes paid $ 281 $ 74
Interest paid $ 4,082 $ 2,409
=====================================================================================
</TABLE>
See notes to interim consolidated financial statements.
<PAGE> 6
FORM 10-Q
CROWN CRAFTS, INC. AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation: The accompanying unaudited consolidated
financial statements have been prepared in accordance with generally
accepted accounting principles applicable to interim financial
information and the rules and regulations of the Securities and
Exchange Commission. Accordingly, they do not include all of the
information and disclosures required by generally accepted accounting
principles for complete financial statements. In the opinion of
management, such interim consolidated financial statements contain all
adjustments necessary to present fairly the Company's financial
position as of July 2, 2000 and the results of its operations and its
cash flows for the periods ended July 2, 2000 and June 27, 1999. Such
adjustments include normal recurring accruals and a pro rata portion
of certain estimated annual expenses. Operating results for the
three-month period ended July 2, 2000 are not necessarily indicative
of the results that may be expected for the year ending April 1, 2001.
For further information, refer to the consolidated financial
statements and footnotes thereto included in the annual report of Form
10-K for the year ended April 2, 2000 of Crown Crafts, Inc. (the
"Company").
Use of Estimates: The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Recently Issued Accounting Standards: In 1998, the Financial
Accounting Standards Board (FASB) issued Statement No. 133,
"Accounting for Derivative Financial Instruments and Hedging
Activities" ("SFAS No. 133"). This statement requires that all
derivatives be recognized in the statement of financial position as
either assets or liabilities and measured at fair value. In addition,
all hedging relationships must be designated, reassessed and
documented pursuant to the provisions of SFAS No. 133. In June 1999,
the FASB issued SFAS No. 137, "Accounting for Derivative Instruments
and Hedging Activities - Deferral of the Effective Date of FASB
Statement No. 133," which amends the effective date of SFAS No. 133 to
all fiscal quarters of fiscal years beginning after June 15, 2000. In
June 2000, the FASB issued SFAS No. 138, which amends SFAS No. 133 and
addresses a limited number of issues causing implementation
difficulties for a large number of entities preparing to implement
SFAS No. 133. The effect on the Company's financial statements upon
adoption of SFAS No. 133 has not been determined. SFAS 133 and its
amendments are effective for the Company beginning in the first
quarter of fiscal 2002.
The SEC recently issued Staff Accounting Bulletin 101 ("SAB 101"),
Revenue Recognition. The Company is currently evaluating the effect of
this pronouncement on its financial statements.
Reclassifications: Certain prior period financial statement balances
have been reclassified to conform with the current period's
presentation.
2. In 1999, the Company adopted SFAS No. 131, "Disclosures about Segments
of an Enterprise and Related Information." The Company's principal
segments include adult home furnishing and juvenile products,
consisting of bedroom products (adult comforters and accessories),
throws and decorative home accessories (primarily jacquard-woven
throws in cotton, acrylic, rayon or chenille), and juvenile products
(primarily Pillow Buddies). The second principal segment is infant
products, consisting of infant bedding, bibs, and infant soft goods.
The Company tracks revenues and operating profit information for these
two business segments.
Financial information attributable to the Company's business segments
for the quarters ended July 2, 2000 and June 27, 1999, was as follows
(in thousands):
<PAGE> 7
<TABLE>
<CAPTION>
Three Months Ended
July 2, June 27,
Revenues: 2000 1999
---------------------------- ------- -------
<S> <C> <C>
Adult home furnishing
and juvenile products $37,953 $44,076
Infant products 20,241 21,711
------- -------
Total $58,194 $65,787
======= =======
</TABLE>
<TABLE>
<CAPTION>
Three Months Ended
July 2, June 27,
Operating income (loss): 2000 1999
--------------------------- ------- -------
<S> <C> <C>
Adult home furnishing
and juvenile products $(9,583) $(5,185)
Infant products 2,054 2,067
------- -------
Total $(7,529) $(3,118)
======= =======
</TABLE>
Net sales by individual product groups within these business segments
were as follows (in thousands):
<TABLE>
<CAPTION>
Three Months Ended
July 2, June 27,
2000 1999
------- -------
<S> <C> <C>
Bedroom products $26,685 $33,761
Throws and decorative
home accessories 10,363 8,565
Infant and juvenile
products 21,116 23,391
Other 30 70
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Total net sales $58,194 $65,787
======= =======
</TABLE>
3. Interest costs of $0 and $69,000, respectively, were capitalized
during the quarters ended July 2, 2000, and June 27, 1999.
4. Major classes of inventory were as follows (in thousands):
<TABLE>
<CAPTION>
July 2, April 2,
2000 2000
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<S> <C> <C>
Raw materials $24,505 $27,822
Work in process 5,448 4,925
Finished goods 40,776 40,522
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$70,729 $73,269
======= =======
</TABLE>
Inventory is net of reserves for inventories classified as irregular
or discontinued of $7.0 million and $6.2 million at July 2, 2000 and
April 2, 2000, respectively.
<PAGE> 8
5. During the quarter ended July 2, 2000, the Company sold surplus real
property in North Carolina and Louisiana with net proceeds of $888,000
and a gain on sale of $466,000.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
THREE MONTHS ENDED JULY 2, 2000 COMPARED TO THE THREE MONTHS ENDED JUNE 27, 1999
Net sales decreased $7.6 million or 11.5% to $58.2 million in the current year
quarter compared to $65.8 million in the prior year quarter. This was
attributable to a decrease of $7.1 million or 21% in bedroom products, a $2.3
million decrease in sales of infant and juvenile products from $23.4 million to
$21.1 million, partly offset by a $1.8 million increase in throws and
decorative home accessories. The decrease in bedroom products resulted from the
decision to phase down the unprofitable Studio bedding line; however sales from
the Calvin Klein Home product line increased 13% versus the prior year quarter.
Lower sales in infant and juvenile products stemmed from inventory management
by retail customers and maturing of the Pillow Buddy(R) product.
For the quarter ended July 2, 2000, gross profit as a percentage of net sales
decreased to 7.6% from 13.6% for the quarter ended June 27, 1999. There were
principally two reasons for the decline in gross profits. First was the
continuing sale of close-out inventory. During the quarter ended July 2, 2000,
sales of such inventory totaled approximately $5.8 million which had the effect
of reducing the gross profit percentage by approximately 7.6% from what it
would have been in the absence of close-out sales. Related to this, reserves
for irregular and discontinued inventory were increased by $0.8 million in the
quarter ended July 2, 2000. The second reason for the decline in the gross
profit percentage relates to the under-absorption of overhead costs at the
Company's Roxboro, North Carolina manufacturing facilities, as the Company
adjusts its capacity for the anticipated level of manufacturing and
distribution activity.
Marketing and administrative expenses decreased by $87,000 in the current year
quarter compared to the same quarter in the prior fiscal year and were 20.6% of
net sales versus 18.3%.
Interest expense for the quarter increased by $932,000 because of higher levels
of borrowings and higher effective interest rates.
Due to the accumulated losses, no income tax benefit has been included for the
quarter ended July 2, 2000, whereas the effective income tax rate for the prior
year period was 37.3%.
Subsequent to July 2, 2000, based upon the Company's projections, a major
licensor agreed to modify the financial covenants applicable to the license for
the balance of the fiscal year ending April 1, 2001. The modified covenants
require tangible net worth of at least $15 million and a debt to total
capitalization ratio of not more than 80%. At July 2, 2000, these amounts were
$21 million and 73%, respectively.
FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities was $231,000 for the quarter
ended July 2, 2000 compared to $6.3 million for the quarter ended June 27,
1999. Cash of approximately $8.3 million from decreased working capital funded
the cash loss of $7.6 million (net loss plus depreciation and amortization).
Net cash provided by investing activities was $591,000 compared to a use of
$4.1 million in the prior year period. Net cash used for financing activities
was $2.0 million, similar to the prior year period. Total debt outstanding
decreased to $124.7 million at July 2, 2000 from $125.6 million at April 2,
2000. This decrease resulted from the repayment of debt from the sale of fixed
assets. At September 29, 2000, cash available from factor advances was $10.8
million.
On August 11, 1999, the Company executed agreements with its two
commercial banks and with the holder of its notes to restructure certain
provisions of its borrowing arrangements. Among other things, the agreements
extended the maturity of the $30
<PAGE> 9
million revolving credit facilities to April 3, 2000, and of the additional
revolving credit facility, in the reduced amount of $15 million, to March 31,
2000, and adjusted financial and other covenants based on the Company's
projections. The Company granted security interests in substantially all of its
assets and adjusted the interest rate on its bank facilities to each bank's
Base Rate plus 1%. These agreements were subsequently amended to extend the
maturity of the loans to August 31, 2000.
At July 2, 2000, the Company was not in compliance with certain
financial covenants pertaining to its revolving credit facilities, notes
payable and its 10.42% notes. Each of the lenders waived compliance with these
financial covenants for the quarter ended July 2, 2000. On August 31, 2000, the
Company concluded a restructuring of its debt. Among other things, the
agreements extend the maturity of the debt to April 3, 2001 and adjust
financial and other covenants based on the Company's projections. The
restructured loan covenants limit capital expenditures for fiscal 2001 to $4.4
million, limit the level of advances on factored accounts receivable to $36
million, require certain levels of borrowing base assets relative to debt, and
require certain levels of cash flow on a monthly basis, totaling $14.5 million
for fiscal 2001. The credit facilities also currently prohibit the payment of
dividends and restrict the amounts the Company may expend on acquisitions and
purchases of treasury stock.
In exchange, the Company has agreed to issue to the Lenders warrants
exercisable for 10% of the Company's issued and outstanding common stock
exercisable not later than December 31, 2005. The warrants will be extinguished
at the rate of 2% for each 1% reduction in the Company's debt. The interest
rate on the bank credit facilities was increased by 1% to each bank's Base Rate
plus 2% and on the notes placed with an insurance company to 11.77%. The margin
over Base Rate is subject to change after January 1, 2001 depending upon the
level of debt. The principal payment on the notes was deferred until April 3,
2001, but the Company is required to make repayments of $19 million on the debt
between December 8, 2000 and April 1, 2001 as follows:
<TABLE>
<CAPTION>
$ MILLION
---------
<S> <C>
December 8, 2000 7.0
December 31, 2000 4.0
February 4, 2001 3.0
March 4, 2001 2.0
April 1, 2001 3.0
----
Total 19.0
====
</TABLE>
The balance of $105.7 million is due and payable on April 3, 2001.
The Company's ability to make scheduled payments of principal, to pay
the interest on, or to refinance its maturing indebtedness by April 2, 2001, to
fund capital expenditures, or to comply with its debt covenants will depend
upon future performance. The Company's future performance is, to a certain
extent, subject to general economic, financial, competitive, legislative,
regulatory and other factors beyond its control. Based upon the current level
of operations and anticipated increases in cash flow from improved inventory
management, cost reduction initiatives, as well as the planned withdrawal from
under-performing product lines, the Company believes that cash flow from
operations together with advances available from factored accounts receivable
will be adequate to meet liquidity needs for the next year.
To reduce its exposure to credit losses and to enhance its cash flow
forecasts, the Company factors the majority of its trade accounts receivable.
The Company's factor establishes customer credit lines, and accounts for and
collects receivable balances. The factor remits payment to the Company on the
due dates of the factored invoices. The factor assumes all responsibility for
credit losses on sales within approved credit lines, but may deduct from its
remittances to the Company the amounts of customer deductions for returns,
allowances, disputes and discounts. The Company's factor at any time may
terminate or limit its approval of shipments to a particular customer. If such
a termination occurs, the Company may either assume the credit risks for
shipments after the date of such termination or cease shipments to such
customer.
The agreement with its lenders, described above, provides for the Company to
finance its seasonal working capital needs by taking advances against its
factored receivables of up to $36 million.
FORWARD-LOOKING INFORMATION
This Form 10Q contains forward-looking statements within the meaning of the
federal securities law. Such statements are based upon management's current
expectations, projections, estimates and assumptions. Words such as "expects,"
"believes," "anticipates"
<PAGE> 10
and variations of such words and similar expressions are intended to identify
such forward-looking statements. Forward-looking statements involve known and
unknown risks and uncertainties that may cause future results to differ
materially from those anticipated. These risks include, among others, general
economic conditions, changing competition, the level and pricing of future
orders from the Company's customers, the Company's dependence upon third-party
suppliers, including some located in foreign countries with unstable political
situations, the Company's ability to successfully implement new information
technologies, the Company's ability to integrate its acquisitions and new
licenses, and the Company's ability to implement improvements in its acquired
businesses.
ITEM 3 - QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
The Company is exposed to market risk from changes in interest rates on debt,
commodity prices and foreign exchange rates.
The Company's exposure to interest rate risk relates to its floating rate debt,
$82.2 million of which was outstanding at July 2, 2000.
The Company's exposure to commodity price risk primarily relates to changes in
the price of cotton, which is a principal raw material in a substantial number
of the Company's products. To manage this risk, from time to time the Company
enters into commodity future contracts and forward purchase contracts. No such
contracts were outstanding at July 2, 2000.
The Company's exposure to foreign exchange rates relates to its Mexican
manufacturing subsidiary. During the fiscal year ended April 2, 2000, this
subsidiary manufactured products for the Company with a value of approximately
$7.5 million. The Company's investment in the subsidiary was approximately $4.4
million at July 2, 2000.
<PAGE> 11
FORM 10-Q
CROWN CRAFTS, INC. AND SUBSIDIARIES
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings
From time to time, the Company is involved in various legal
proceedings relating to claims arising in the ordinary course of its
business. Neither the Company nor any of its subsidiaries is a party
to any such legal proceeding the outcome of which, individually or in
the aggregate, is expected to have a material adverse effect on the
Company's financial condition or results of operations.
Item 2 - Changes in Securities
None
Item 3 - Defaults Upon Senior Securities
At July 2, 2000, the Company was not in compliance with certain
financial covenants pertaining to its revolving credit facilities and
its 10.42% notes. Each of the lenders waived compliance with these
financial covenants for the quarter ended July 2, 2000 in connection
with the loan extension executed on June 6, 2000.
Item 4 - Submission of Matters to Vote of Security Holders
None
Item 5 - Other Information
None
Item 6 - Exhibits and Reports on Form 8-K
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
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27 Financial Data Schedule (for SEC use only)
There were four reports on Form 8-K during the quarter ended July 2,
2000:
1. April 25: Agreement in principle with the lenders to extend
the loan agreements to August 31, 2000. Also, the resignation
of the CFO, David Fraser.
2. May 4: Staff reduction of 147 positions, resignation of
Senior Vice Presidents Joe Mattera and Roger Chittum.
3. May 9: Appointment of Carl Texter as CFO.
4. June 6: Execution of definitive agreement extending loans to
August 31, 2000.
<PAGE> 12
FORM 10-Q
CROWN CRAFTS, INC. AND SUBSIDIARIES
JULY 2, 2000
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.
CROWN CRAFTS, INC.
Date: September 27, 2000 /s/ Carl A. Texter
---------------------- ----------------------
CARL A. TEXTER
(Chief Accounting Officer)
