<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, 1997 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
------ -----
2,900,000 shares of Common Stock were outstanding as of October 17, 1997.
<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, 1997 and 1996.
Condensed Consolidated Balance Sheets as of
September 30, 1997 and June 30, 1997.
Condensed Consolidated Statement of Changes in
Shareholders' Equity for the three months ended
September 30, 1997.
Condensed Consolidated Statements of Cash Flows for
the three months ended September 30, 1997 and 1996.
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,
1996 1997
------------- -------------
<S> <C> <C>
Net Sales $10,782,870 $11,532,102
Cost of goods sold 6,819,684 6,939,553
----------- -----------
Gross profit 3,963,186 4,592,549
----------- -----------
Selling, general and
administrative expenses 2,182,070 2,302,054
Interest expense, net 313,583 357,386
Depreciation and amortization 96,208 95,211
----------- -----------
Total Expenses 2,591,861 2,754,651
----------- -----------
Income before income taxes 1,371,325 1,837,898
Provision for income taxes 528,552 659,472
----------- -----------
Net income $ 842,773 $ 1,178,426
=========== ===========
Earnings per common share $ .18 $ .27
=========== ===========
Weighted average shares
outstanding 4,766,616 4,360,823
=========== ===========
Cash dividends declared
per common share $ .01 $ .02
=========== ===========
</TABLE>
SEE ACCOMPANYING NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
<PAGE> 4
CRAFTMADE INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
September 30,
June 30, 1997
1997 (Unaudited)
----------- -----------
<S> <C> <C>
Current assets:
Cash $ 615,173 $ 404,054
Accounts receivable - trade,
net of allowance 7,599,775 7,616,068
Inventory 10,925,342 10,812,929
Prepaid expenses and other
current assets 1,290,503 1,381,862
----------- -----------
Total current assets 20,430,793 20,214,913
----------- -----------
Property and equipment, net 9,531,403 9,451,650
----------- -----------
Other assets:
Goodwill, net 171,571 157,660
Other assets 143,913 125,353
----------- -----------
Total other assets 315,484 283,013
----------- -----------
$30,277,680 $29,949,576
=========== ===========
</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, 1997
1997 (Unaudited)
------------ ------------
<S> <C> <C>
Current liabilities:
Note payable, facility-
current portion $ 529,872 $ 583,775
Revolving line of credit 10,000,000 9,000,000
Accounts payable - trade and
commissions 510,007 392,664
Income taxes payable 204,191 702,400
Other accrued liabilities 243,410 287,825
------------ ------------
Total current liabilities 11,487,480 10,966,664
------------ ------------
Note payable, facility -
long term portion 7,989,259 7,305,545
Other liabilities 81,205 81,205
------------ ------------
Total liabilities 19,557,944 18,353,414
------------ ------------
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,
6,166,024.5 and 4,110,683 shares
issued as of September 30,1997
and June 30, 1997, respectively 41,107 61,660
Additional paid-in capital 7,095,571 7,075,018
Retained earnings 11,186,507 12,306,933
------------ ------------
18,355,185 19,475,611
Less: treasury stock, 1,816,024.5
and 1,178,683 common shares at
cost as of September 30, 1997 and
June 30, 1997, respectively and
32,000 preferred shares
at cost (7,635,449) (7,879,449)
------------ ------------
Total shareholders' equity 10,719,736 11,596,162
------------ ------------
$ 30,277,680 $ 29,949,576
============ ============
</TABLE>
SEE ACCOMPANYING NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
<PAGE> 6
CRAFTMADE INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
------------------------------
September 30, September 30,
1996 1997
--------- -----------
<S> <C> <C>
Net cash provided by operating
activities: $ 21,372 $ 1,720,692
--------- -----------
Cash flows from investing activities:
Net additions to equipment (39,549) --
--------- -----------
Cash flows from financing activities:
Net proceeds from
Revolving line of credit 400,000 (1,000,000)
Principal payments for
note payable, facility (118,480) (629,811)
Stock repurchase (645,499) (244,000)
Cash dividends (31,387) (58,000)
--------- -----------
Net cash used for financing activities: (395,366) (1,931,811)
--------- -----------
Net decrease in cash (413,543) (211,119)
Cash at beginning of period 663,057 615,173
--------- -----------
Cash at end of period $ 249,514 $ 404,054
========= ===========
Supplemental disclosures of cash flow information:
FOR THE THREE MONTHS ENDED
------------------------------
September 30, September 30,
1996 1997
--------- -----------
Cash paid during the period for:
Interest $ 313,583 $ 357,386
========= ============
Income taxes $ 13,410 $ 165,063
========= ============
</TABLE>
SEE ACCOMPANYING NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
<PAGE> 7
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OF CRAFTMADE INTERNATIONAL, INC.
AND SUBSIDIARIES
SEPTEMBER 30, 1997
(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, 1997. The financial data for the interim periods may not necessarily
be indicative of results to be expected for the year.
Note 2 - STOCK SPLIT
On September 26, 1997, the Board of Directors declared a three-for-two split of
the Company's Common Stock effected in the form of a 50% stock dividend. New
shares will be issued November 30, 1997, to holders of record as of the close of
business on October 31, 1997. Common Stock issued, additional paid-in capital
and treasury stock as of September 30, 1997, and earnings per share and weighted
average share data for the three months ended September 30, 1997 and 1996,
respectively, have been restated to reflect the stock split.
Note 3 - STOCK REPURCHASE
On September 26, 1997, the Company elected to discontinue its stock repurchase
program. Through that date, the Company had purchased 601,269 shares of the
total 800,000 shares of the Company's Common Stock available for repurchase
under this program at an aggregate cost of $4,576,623.
<PAGE> 8
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OF CRAFTMADE INTERNATIONAL, INC.
AND SUBSIDIARIES
SEPTEMBER 30, 1997
(Unaudited)
Note 4 - CONTINGENCIES
The lamp division is currently pursuing an aggressive strategy of inventory
reduction through select "seconds" retailers and overhead reduction. The
Company's management believes that this process will be completed between
December 1997 and March 1998. Management will continue to closely monitor this
division and its financial results to determine the feasibility of this
division continuing as a single-customer manufacturer with limited overhead or
the dissolution of this division. At the current time, management believes
that the continued reduction of inventory can be accomplished without material
charges against earnings.
<PAGE> 9
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 under
"Results of Operations" and "Liquidity and Capital Resources" 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 could 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 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.
Results of Operations
Net sales increased $749,232, to $11,532,102 for the three month period ended
September 30, 1997, from $10,782,870 for the same period last year. This 7.0%
increase was primarily the result of a 9.0% increase in sales from the
Company's fan division attributable to the strength of this division's
distribution base and the success of the bathstrip lighting product line
introduced in January 1997. The Company's management anticipates that the fan
division's current marketing strategy of selective expansion of its
distribution base and new product introductions will continue to yield strong
growth consistent with prior years provided new home construction does not
experience a downturn similar to 1995. In addition, based on the initial
success experienced with the entrance into the bathstrip lighting market, the
Company's management anticipates that this new product line will provide an
immediate impact to sales growth since it complements the fan division's
product lines and because it utilizes the same distribution network and
independent sales force that currently exists with the fan division. This
sales increase was partially offset by a $50,000 decrease in lamp sales as
orders have failed to recover from the lamp division's primary customer's
internal restructuring. This division is currently pursuing an aggressive
strategy of inventory reduction through select "seconds" retailers and overhead
reduction. The Company's management anticipates that the inventory and
overhead reduction process will be completed between December 1997 and March
1998. Management will continue to closely monitor this division and its
financial results to
<PAGE> 10
determine the feasibility of this division continuing as a single-customer
manufacturer with limited overhead or the dissolution of this division. At the
current time, management believes that the continued reduction of inventory can
be accomplished without material charges against earnings.
Gross profit for the three month period ended September 30, 1997 increased to
$4,592,549, or 39.8% of net sales, from $3,963,186, or 36.8% of net sales, in
the quarter ended September 30, 1996. This increase was primarily the result of
the benefit of price concessions received from the fan division's overseas
supplier received in the fourth quarter of fiscal 1997 and an increase in
demand for this 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 and increasing customer
demand and that the aggressive inventory reduction of the lamp division does
not adversely affect overall Company margins.
Total selling, general and administrative expenses were $2,302,054, or 20.0% of
net sales, for the first quarter ended September 30, 1997, compared to
$2,182,070, or 20.2% of net sales, for the same three month period last year.
This increase of $119,984 was primarily attributable to increases in sales
commissions and certain other costs directly correlated to sales. The
Company's management anticipates that, in the future, selling, general and
administrative expenses as a percentage of sales will remain fairly consistent
due to the relatively fixed nature of the majority of the Company's overhead
expenses.
Net interest expense increased $43,803, to $357,386 for the three months ended
September 30, 1997 from $313,583 for the same three month period in 1996. This
increase was the result of increases in the average outstanding indebtedness
this year over last primarily related to the Company's growth and treasury
stock purchases. During the quarter ended September 30, 1997, the Company
utilized excess cash flow to decrease the outstanding balance on its line of
credit by $1,000,000 and pay down an additional $500,000 on the facility note
payable. The Company's management intends to continue this strategy of debt
reduction as excess cash flow is made available, provided that the Company will
not require these funds for current or projected needs.
Liquidity and Capital Resources
The Company's cash decreased $211,119, from $615,173 at June 30, 1997, to
$404,054 at September 30, 1997. The Company's operating activities provided
cash of $1,720,692. This cash was primarily provided by net income of
$1,178,426 and from certain expenses not requiring cash.
<PAGE> 11
The Company had no additions to or retirements of fixed assets for the three
months ending September 30, 1997.
The cash used for financing activities of $1,931,811 was primarily the result
of the paydown of $1,000,000 on the Company's line of credit, principal
payments of $629,811 made towards the facility note and the repurchase of
32,000 shares of the Company's Common Stock at an aggregate cost of $244,000.
The Company currently has a $12,000,000 line of credit with a financial
institution at an interest rate of LIBOR plus 1.50%. At September 30, 1997,
pursuant to the continued compliance with certain covenants and restrictions,
the Company had an additional $3,000,000 available on its existing 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 facility note payable
approximating $1,400,000 and its projected growth over the next twelve months.
In addition, the Company has begun to utilize excess cash flow to reduce
outstanding indebtedness, decreasing such indebtedness by an additional
$1,500,000 during the three months ended September 30, 1997. It is
management's intention to continue this strategy of debt reduction provided
that the Company does not require these funds for current or projected needs.
The Company has elected to discontinue its stock repurchase program. Pursuant
to this program, the Company had purchased a total of 601,269 shares of the
Company's Common Stock at an aggregate cost of $4,576,623.
At September 30, 1997, $7,889,320 remained outstanding under the twelve year
note payable for the Company's 378,000 square foot operating facility. The
Company continues to lease 80,000 square feet of this facility to an unrelated
party at a lease rate of $20,000 per month, expiring December 1998. The
Company's management believes that this facility will be sufficient for its
purposes for the foreseeable future.
<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 on 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 17, 1997 JAMES R. RIDINGS
------------------------- ----------------------------
JAMES R. RIDINGS
President and Chief
Executive Officer
<PAGE> 14
EXHIBIT INDEX
<TABLE>
<S> <C>
Exhibit 27 27 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 404
<SECURITIES> 0
<RECEIVABLES> 7,616
<ALLOWANCES> 0
<INVENTORY> 10,813
<CURRENT-ASSETS> 20,215
<PP&E> 9,452
<DEPRECIATION> 0
<TOTAL-ASSETS> 29,950
<CURRENT-LIABILITIES> 10,967
<BONDS> 7,306
0
32
<COMMON> 62
<OTHER-SE> 19,381
<TOTAL-LIABILITY-AND-EQUITY> 29,950
<SALES> 11,532
<TOTAL-REVENUES> 11,532
<CGS> 6,940
<TOTAL-COSTS> 6,940
<OTHER-EXPENSES> 2,397
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 357
<INCOME-PRETAX> 1,838
<INCOME-TAX> 659
<INCOME-CONTINUING> 1,178
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,178
<EPS-PRIMARY> .27
<EPS-DILUTED> .27
</TABLE>
