<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15D OF THE SECURITIES EXCHANGE
- ---- ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1996 OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15D OF THE SECURITIES
- ---- EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO
------ ------
Commission File Number
- ----------------------
1-10471
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
Registrants' 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
------- --------
3,103,569 shares of Common Stock were outstanding as of October 18, 1996.
<PAGE> 2
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, 1996
and 1995.
Condensed Consolidated Balance Sheets as of
September 30, 1996 and June 30, 1996.
Condensed Consolidated Statement of Changes
in Shareholders' Equity for the three months
ended September 30, 1996.
Condensed Consolidated Statements of Cash
Flows for the three months ended September
30, 1996 and 1995.
Notes to Condensed Consolidated Financial
Statements.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Part II. Other Information
Item 1. Legal Proceedings
Item 2. Changes in Securities
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
<PAGE> 3
CRAFTMADE INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
--------------------------------
September 30, September 30,
1995 1996
------------- -------------
<S> <C> <C>
Net Sales $ 9,426,323 $ 10,782,870
Cost of goods sold 6,013,086 6,819,684
------------ -------------
Gross profit 3,413,237 3,963,186
------------ -------------
Selling, general and
administrative expenses 2,095,533 2,182,070
Interest expense, net 153,661 313,583
Depreciation and amortization 42,959 96,208
------------ -------------
Total Expenses 2,292,153 2,591,861
------------ -------------
Income before income taxes 1,121,084 1,371,325
Provision for income taxes 338,763 528,552
------------ -------------
Net income $ 782,321 $ 842,773
============ =============
Earnings per common share $ .24 $ .27
============ =============
Cash dividends declared
per common share $ .01 $ .01
============ =============
Weighted average shares
outstanding 3,304,435 3,177,744
============ =============
</TABLE>
SEE ACCOMPANYING NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
<PAGE> 4
CRAFTMADE INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
June 30, September 30,
1996 1996
(Unaudited)
----------- -------------
<S> <C> <C>
Current assets:
Cash $ 663,057 $ 249,514
Accounts receivable - trade,
net of allowance 7,239,457 7,291,883
Inventory 8,680,625 9,913,150
Prepaid expenses and other
current assets 1,252,093 1,479,539
----------- -------------
Total current assets 17,835,232 18,934,086
----------- -------------
Property and equipment, net 9,713,592 9,672,391
----------- -------------
Other assets:
Goodwill, net 227,214 213,303
Other assets 219,570 234,848
----------- -------------
Total other assets 446,784 448,151
----------- -------------
$27,995,608 $ 29,054,628
=========== =============
</TABLE>
SEE ACCOMPANYING NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
<PAGE> 5
CRAFTMADE INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
September 30,
June 30, 1996
1996 (Unaudited)
----------- -------------
<S> <C> <C>
Current liabilities:
Payable to bank $ - $ 32,462
Note payable, facility-
current portion 488,656 498,649
Revolving line of credit 7,700,000 8,100,000
Accounts payable - trade and
commissions 465,239 488,837
Income taxes payable - 541,150
Other accrued liabilities 144,774 159,177
----------- -----------
Total current liabilities 8,798,669 9,820,275
----------- -----------
Note payable, facility -
long term portion 8,519,131 8,390,658
Other liabilities 44,977 44,977
----------- -----------
Total liabilities 17,362,777 18,255,910
Shareholders' equity:
Series A cumulative, convertible,
callable preferred stock, $1.00
par value, 2,000,000 shares
authorized; 32,000 shares issued 32,000 32,000
Common stock, $.01 par value,
15,000,000 shares authorized,
4,110,683 shares issued as of
September 30, 1996 and June 30,
1996 41,107 41,107
Additional paid-in capital 7,095,571 7,095,571
Retained earnings 9,224,252 10,035,638
----------- -----------
16,392,930 17,204,316
Less: treasury stock, 997,114
and 907,914 common shares at
cost as of September 30, 1996 and
June 30, 1996, respectively
and 32,000 preferred shares
at cost (5,760,099) (6,405,598)
----------- -----------
Total shareholders' equity 10,632,831 10,798,718
----------- -----------
$27,995,608 $29,054,628
=========== ===========
</TABLE>
SEE ACCOMPANYING NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
<PAGE> 6
CRAFTMADE INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996
(UNAUDITED)
<TABLE>
<CAPTION>
Series A Additional
Voting Preferred Paid-in Retained
Common Stock Stock Capital Earnings Treasury Stock Total
------------------------- ---------- ------------ ----------- -------------- -------------
Shares Amount Amount
---------- --------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance as of June 30, 1996 4,110,683 $ 41,107 $ 32,000 $ 7,095,571 $ 9,224,252 ($5,760,099) $ 10,632,831
Stock Repurchase - - - - - (645,499) (645,499)
Cash Dividends - - - - (31,387) (31,387)
Net Income for the three months
ended September 30, 1996 - - - - 842,773 - 842,773
4,110,683 $ 41,107 $ 32,000 $ 7,095,571 $10,035,638 ($6,405,598) $10,798,718
========= ========= ======== ============ =========== =========== ===========
</TABLE>
SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
<PAGE> 7
CRAFTMADE INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
---------------------------------
September 30, September 30,
1995 1996
------------- -------------
<S> <C> <C>
Net cash provided by (used for)
operating activities ($360,220) $ 21,372
--------- ---------
Cash flows from investing activities:
Net additions to equipment (1,827) (39,549)
--------- ---------
Cash flows from financing activities:
Net proceeds from
Revolving line of credit 500,000 400,000
Principal payments for
note payable, facility - (118,480)
Stock repurchase - (645,499)
Cash dividends (32,786) (31,387)
Other financing activities (595) -
--------- ---------
Net cash provided by (used for)
financing activities 466,619 (395,366)
--------- ---------
Net increase (decrease) in cash 104,572 (413,543)
Cash at beginning of period 268,703 663,057
--------- ---------
Cash at end of period $ 373,275 $ 249,514
========= =========
</TABLE>
Supplemental disclosures of cash flow information:
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
---------------------------------
September 30, September 30,
1995 1996
------------- -------------
<S> <C> <C>
Cash paid during the period for:
Interest $ 153,661 $ 313,583
========== =========
Income taxes $ - $ 13,410
========== =========
</TABLE>
SEE ACCOMPANYING NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
<PAGE> 8
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OF CRAFTMADE INTERNATIONAL, INC.
AND SUBSIDIARIES
SEPTEMBER 30, 1996
(Unaudited)
Note 1 - BASIS OF PREPARATION AND PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared
pursuant to the rules and regulations of the Securities and Exchange Commission
and include all adjustments which are, in the opinion of management, necessary
for a fair presentation. The condensed consolidated financial statements
include the accounts of the Company and its subsidiaries. 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 for the fiscal year ended
June 30, 1996. The financial data for the interim periods may not necessarily
be indicative of results to be expected for the year.
Note 2 - STOCK REPURCHASE
On August 9, 1996, the Company's Board of Directors authorized the Company to
repurchase an additional 300,000 shares of its issued and outstanding common
stock. At September 30, 1996, the Company had repurchased an aggregate of
387,700 shares, (including 89,200 shares repurchased since August 9, 1996) at
an aggregate cost of $3,102,772.
<PAGE> 9
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Results of Operations
Net sales increased $1,356,547, to $10,782,870 for the three month period ended
September 30, 1996 from $9,426,323 for the same period last year. This 14.4%
increase was primarily the result of a 22.6% increase in fan sales attributable
to the continued recovery of the new home construction market and the success
of this division's marketing strategy of selective expansion of its
distribution base and new product introductions. This increase in sales was
partially offset by a 60% decrease in lamp sales as orders from this division's
major customer declined due to an internal restructuring by that customer. The
Company's management remains uncertain as to what effect this restructuring
will have on future orders for lamps; however, this division is working to
develop a broader customer base to help minimize the negative impact a decline
in orders from this customer would have. The Company's management anticipates
that fan sales will continue to experience strong growth consistent with prior
years provided new home construction does not experience a downturn similar to
1995.
Gross profit for the three month period ended September 30 increased to
$3,963,186, or 36.8% of net sales, in 1996 from $3,413,237, or 36.2% of net
sales, in 1995. This increase was primarily attributable to the stabilization
of product costs achieved during the latter part of fiscal 1996 and the success
of the fan division's higher end product line. The Company's management
anticipates that gross margins will continue to improve provided that the
Company continues to benefit from stable product costs.
Total selling, general and administrative expenses were $2,182,070, or 20.2% of
net sales, for the first quarter ended September 30, 1996, compared to
$2,095,533, or 22.2% of net sales, for the same three month period last year.
This increase of $86,537 was primarily attributable to increases in sales
commissions and certain other costs directly correlated to sales, partially
offset by the reduction in operating lease expense associated with the
Company's acquisition in December 1995 of its new facility. The decline in
this component of selling, general and administrative expenses was fully offset
by increases in depreciation and interest costs also attributable to this
facility acquisition. The Company's management anticipates that, in the
future, selling, general and administrative expenses as a percentage of net
sales will follow a more consistent trend.
Net interest expense increased $159,922, to $313,583 for the three months ended
September 30, 1996 from $153,661 for the same three month period in 1995. This
increase was primarily the result of interest incurred relating to the
financing of the Company's newly-acquired facility. The Company's management
anticipates that the increase in interest expense will be partially offset by
the
<PAGE> 10
decrease in operating lease expense. In addition, management believes the
long-term ownership of this facility should prove advantageous for the Company
as future lease arrangements for adequate facility space would have resulted in
an obligation in excess of the current annual debt requirement under the new
facility note payable and related depreciation and interest expense.
Liquidity and Capital Resources
The Company's cash decreased $413,543, from $663,057 at June 30, 1996 to
$249,514 at September 30, 1996. The Company's operating activities provided
cash of $21,372. This cash was primarily provided by net income of $842,773
and from certain expenses not requiring cash, primarily offset by increases in
inventory levels to meet anticipated sales growth and, to a lesser extent, an
increase in accounts receivable corresponding to the current sales growth.
The cash used by investing activities of $39,549 related to the purchase of
warehouse equipment.
The cash used for financing activities of $395,366 was primarily the result of
the repurchase of 89,200 shares of the Company's common stock in connection
with the Company's stock repurchase plan at an aggregate cost of $645,499 and
principal payments of $118,480 made towards the facility note, partially offset
by $400,000 in additional borrowing from the Company's line of credit.
At September 30, 1996, pursuant to the continued compliance with certain
covenants and restrictions, the Company had an additional $3,900,000 available
under its $12,000,000 line of credit. 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, annual payments under
the note payable related to the facility acquisition approximating $1,600,000
and its projected growth over the next twelve months.
Cautionary Statement
With the exception of historical information, the matters discussed under
"Results of Operations" and "Liquidity and Capital Resources" above contain
forward-looking statements. There are certain important factors which could
cause results to differ materially from those anticipated by some of the
forward-looking statements. Some of the important factors which would cause
actual results to differ materially from those in the forward-looking
statements include, among other things, changes from anticipated levels of
sales, whether due to future national or regional economic and competitive
conditions, changes in relationships with customers including, but not limited
to, the lamp division's relationship with its major customer, customer
acceptance of existing and new
<PAGE> 11
products, pricing pressures due to excess capacity, raw material cost
increases, change of tax rates, change of interest rates, unfavorable political
developments in the Republic of Taiwan, the location of the Company's principal
vendor, declining conditions in the home construction industry, and other
uncertainties, all of which are difficult to predict and many of which are
beyond the control the Company.
<PAGE> 12
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
not applicable
Item 2. Changes in Securities
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 of Form 8-K
a). Exhibits
27 Financial Data Schedule
b). Reports on Form 8-K
none
<PAGE> 13
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CRAFTMADE INTERNATIONAL, INC.
-----------------------------
(Registrant)
Date October 18, 1996 JAMES R. RIDINGS
--------------------------- -----------------------------
JAMES R. RIDINGS
President and Chief
Executive Officer
<PAGE> 14
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
27 - Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 250
<SECURITIES> 0
<RECEIVABLES> 7,292
<ALLOWANCES> 0
<INVENTORY> 9,913
<CURRENT-ASSETS> 18,934
<PP&E> 9,672
<DEPRECIATION> 0
<TOTAL-ASSETS> 29,055
<CURRENT-LIABILITIES> 9,820
<BONDS> 0
0
32
<COMMON> 41
<OTHER-SE> 17,131
<TOTAL-LIABILITY-AND-EQUITY> 29,055
<SALES> 10,783
<TOTAL-REVENUES> 10,783
<CGS> 6,820
<TOTAL-COSTS> 6,820
<OTHER-EXPENSES> 2,278
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 314
<INCOME-PRETAX> 1,371
<INCOME-TAX> 529
<INCOME-CONTINUING> 843
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 843
<EPS-PRIMARY> .27
<EPS-DILUTED> .27
</TABLE>
