<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended October 2, 1999
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 1-13970
CHROMCRAFT REVINGTON, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 35-1848094
------------------------------ ---------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1100 North Washington Street, Delphi, IN 46923
--------------------------------------------------------------------------
(Address, including zip code, of registrant's principal executive offices)
(765) 564-3500
----------------------------------------------------
(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 outstanding for each of the registrant's classes of
common stock, as of the latest practicable date:
Common Stock, $.01 par value -- 10,162,148 shares as of November 12, 1999
<PAGE>
Table of Contents
Chromcraft Revington, Inc.
Page Number
-----------
Part I. Financial Information
Item 1. Financial Statements (unaudited)
Condensed Consolidated Statements of Earnings - Three and
Nine Months Ended October 2, 1999 and September 26, 1998 . . 3
Condensed Consolidated Balance Sheets - October 2, 1999,
December 31, 1998 and September 26, 1998 . . . . . . . . . . 4
Condensed Consolidated Statements of Cash Flows - Nine
Months Ended October 2, 1999 and September 26, 1998 . . . . . 5
Notes to Condensed Consolidated Financial Statements -
October 2, 1999 . . . . . . . . . . . . . . . . . . . . . . . 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . . . . 8
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . 12
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
2
<PAGE>
Part I. Financial Information
------------------------------
Item 1. Financial Statements
Condensed Consolidated Statements of Earnings (unaudited)
Chromcraft Revington, Inc.
(In thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
---------------------- ----------------------
Oct. 2, Sept. 26, Oct. 2, Sept. 26,
1999 1998 1999 1998
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Sales $ 59,279 $ 56,337 $ 177,058 $ 174,639
Cost of sales 45,752 41,860 134,169 130,541
--------- --------- --------- ---------
Gross margin 13,527 14,477 42,889 44,098
Selling, general and
administrative expenses 7,705 7,741 23,552 23,626
--------- --------- --------- ---------
Operating income 5,822 6,736 19,337 20,472
Interest expense 260 224 424 556
--------- --------- --------- ---------
Earnings before income tax expense 5,562 6,512 18,913 19,916
Income tax expense 2,197 2,599 7,488 7,947
--------- --------- --------- ---------
Net earnings $ 3,365 $ 3,913 $ 11,425 $ 11,969
========= ========= ========= =========
Earnings per share of common stock
Basic $ .33 $ .35 $ 1.08 $ 1.07
========= ========= ========= =========
Diluted $ .32 $ .34 $ 1.05 $ 1.03
========= ========= ========= =========
Shares used in computing earnings
per share
Basic 10,249 11,081 10,542 11,209
========= ========= ========= =========
Diluted 10,499 11,477 10,845 11,614
========= ========= ========= =========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
3
<PAGE>
Condensed Consolidated Balance Sheets (unaudited)
Chromcraft Revington, Inc.
(In thousands)
<TABLE>
<CAPTION>
Oct. 2, Sept. 26, Dec. 31,
1999 1998 1998
--------- --------- ---------
Assets
------
<S> <C> <C> <C>
Accounts receivable $ 36,728 $ 33,495 $ 26,884
Inventories 52,747 41,334 38,130
Other assets 3,396 2,794 4,713
--------- --------- ---------
Current assets 92,871 77,623 69,727
Property, plant and equipment, net 44,595 36,829 37,094
Intangibles and other assets 29,547 23,273 22,824
--------- --------- ---------
Total assets $ 167,013 $ 137,725 $ 129,645
========= ========= =========
Liabilities and Stockholders' Equity
------------------------------------
Accounts payable $ 10,318 $ 9,304 $ 6,939
Accrued liabilities 15,554 14,127 12,963
--------- --------- ---------
Current liabilities 25,872 23,431 19,902
Revolving credit facility 34,000 11,800 5,400
Deferred compensation and other liabilities 8,194 5,055 7,226
--------- --------- ---------
Total liabilities 68,066 40,286 32,528
Stockholders' equity 98,947 97,439 97,117
--------- --------- ---------
Total liabilities and
stockholders' equity $ 167,013 $ 137,725 $ 129,645
========= ========= =========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
4
<PAGE>
Condensed Consolidated Statements of Cash Flows (unaudited)
Chromcraft Revington, Inc.
(In thousands)
<TABLE>
<CAPTION>
Nine Months Ended
----------------------
Oct. 2, Sept. 26,
1999 1998
--------- ---------
<S> <C> <C>
Operating Activities
Net earnings $ 11,425 $ 11,969
Adjustments to reconcile net earnings to net cash
provided by operating activities
Depreciation and amortization 3,574 3,398
Deferred income taxes 141 332
Changes in assets and liabilities, net of effect
of acquired company
Accounts receivable (5,027) (6,590)
Inventories (3,977) (6,162)
Accounts payable and accrued liabilities (2,267) 2,311
Other 587 (449)
--------- ---------
Cash provided by operating activities 4,456 4,809
--------- ---------
Investing Activities
Capital expenditures (2,592) (2,177)
Proceeds from sales of property, plant and equipment 1,173 4
Investment in acquired company (8,525) -
--------- ---------
Cash used in investing activities (9,944) (2,173)
--------- ---------
Financing Activities
Net borrowings under revolving credit facility 28,600 2,800
Refinance acquired company indebtedness (13,517) -
Proceeds from exercise of stock options 700 148
Repurchase of common stock (10,295) (5,584)
--------- ---------
Cash provided (used) in financing activities 5,488 (2,636)
--------- ---------
Net change in cash $ - $ -
========= =========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
5
<PAGE>
Notes to Condensed Consolidated Financial Statements (unaudited)
Chromcraft Revington, Inc.
Note 1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statement presentation.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three and nine month periods ended October 2, 1999
are not necessarily indicative of the results that may be expected for the
year ending December 31, 1999.
The balance sheet at December 31, 1998 has been derived from the audited
financial statements at that date but does not include all information and
footnotes required by generally accepted accounting principles for complete
financial statements. For further information, refer to the consolidated
financial statements and footnotes thereto included in Chromcraft Revington's
annual report on Form 10-K for the year ended December 31, 1998.
Note 2. Shares Used in Computing Earnings per Share
Weighted average shares used in the calculation of diluted earnings per share
included dilutive potential common shares (stock options) of approximately
250,000 and 396,000 for the three months ended October 2, 1999 and September
26, 1998, respectively, and 303,000 and 405,000 shares for the nine months
ended October 2, 1999 and September 26, 1998, respectively.
Note 3. Acquisition of Korn Industries, Incorporated
On September 2, 1999, CRI Corporation-Sumter, a wholly-owned subsidiary of
Chromcraft Revington, Inc., acquired all of the outstanding common stock of
Korn Industries, Incorporated ("Korn Industries") for $8,525,000 in cash
(including acquisition-related expenses) and the assumption of Korn Industries'
liabilities. Korn Industries is headquartered in Sumter, South Carolina and
manufactures and sells solid wood bedroom and dining room furniture through
its Sumter Cabinet Company division. The operations of Korn Industries are
included in the Condensed Consolidated Statements of Earnings commencing on
September 3, 1999. The transaction was accounted for as a purchase and the
purchase price has been allocated to assets acquired and liabilities assumed
based on their fair market values at the date of acquisition. The allocation
of the purchase price reflected in the October 2, 1999 Condensed Consolidated
Balance Sheet is preliminary. Chromcraft Revington expects to finalize the
allocation during the fourth quarter of 1999.
6
<PAGE>
The following unaudited pro forma results of operations for the nine months
ended October 2, 1999 combines the operating results of Korn Industries for
the nine months ended September 2, 1999 and Chromcraft Revington's operating
results for the nine month period ended October 2, 1999 and gives effect to
the acquisition as if it had occurred at the beginning of the period. The
unaudited pro forma results of operations for the nine months ended September
26, 1998 combines the operating results of Korn Industries for the nine
months ended August 29, 1998 and Chromcraft Revington's operating results for
the nine month period ended September 26, 1998 and gives effect to the
acquisition as if it had occurred at the beginning of the period.
(In thousands,
except per share data)
----------------------
Nine Months Ended
----------------------
Oct. 2, Sept. 26,
1999 1998
--------- ---------
Sales $ 214,062 $ 214,802
Net earnings 9,166 10,373
Earnings per share of common stock
Basic .87 .93
Diluted .85 .89
The pro forma information is presented for comparative purposes only and is
not necessarily indicative of the operating results that would have occurred
had the acquisition been consummated as of the above dates, nor is it
necessarily indicative of future operating results.
Note 4. Inventories
The components of inventory consisted of the following:
(In thousands)
-----------------------------------
Oct. 2, Sept. 26, Dec. 31,
1999 1998 1998
--------- --------- ---------
Raw materials $ 18,942 $ 14,463 $ 12,502
Work-in-process 8,484 7,118 6,097
Finished goods 27,364 21,717 21,181
--------- --------- ---------
Inventories at FIFO cost 54,790 43,298 39,780
LIFO reserve (2,043) (1,964) (1,650)
--------- --------- ---------
$ 52,747 $ 41,334 $ 38,130
========= ========= =========
7
<PAGE>
Note 5. Accrued Liabilities
Accrued liabilities consisted of the following:
(In thousands)
-----------------------------------
Oct. 2, Sept. 26, Dec. 31,
1999 1998 1998
--------- --------- ---------
Employee benefit plans $ 4,001 $ 3,642 $ 4,114
Salaries, wages and commissions 2,531 2,200 1,837
Vacation and holiday pay 1,406 1,498 1,263
Workers' compensation plans 1,463 1,266 1,158
Advertising and promotions 854 1,584 863
Other accrued liabilities 5,299 3,937 3,728
--------- --------- ---------
$ 15,554 $ 14,127 $ 12,963
========= ========= =========
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
General
The following table sets forth the results of operations of Chromcraft
Revington for the three and nine months ended October 2, 1999 and September
26, 1998 expressed as a percentage of sales.
Three Months Ended Nine Months Ended
---------------------- ----------------------
Oct. 2, Sept. 26, Oct. 2, Sept. 26,
1999 1998 1999 1998
--------- --------- --------- ---------
Sales 100.0 % 100.0 % 100.0 % 100.0 %
Cost of sales 77.2 74.3 75.8 74.7
--------- --------- --------- ---------
Gross margin 22.8 25.7 24.2 25.3
Selling, general and
administrative expenses 13.0 13.7 13.3 13.6
--------- --------- --------- ---------
Operating income 9.8 12.0 10.9 11.7
Interest expense .4 .5 .2 .3
--------- --------- --------- ---------
Earnings before
income tax expense 9.4 11.5 10.7 11.4
Income tax expense 3.7 4.6 4.2 4.5
--------- --------- --------- ---------
Net earnings 5.7 % 6.9 % 6.5 % 6.9 %
========= ========= ========= =========
The 1999 third quarter and nine month operating results of Chromcraft
Revington, Inc. include the operations of Korn Industries beginning on
September 3, 1999 (see Note 3).
8
<PAGE>
Three and Nine Months Ended October 2, 1999 Compared to Three and Nine Months
Ended September 26, 1998
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Sales
Consolidated sales for the three and nine months ended October 2, 1999
increased 5.2% and 1.4%, respectively, from the corresponding periods of the
prior year. Sales amounts for 1999 include the operations of Korn Industries
beginning on September 3, 1999. Excluding Korn Industries, sales for the
third quarter and first nine months of 1999 were at approximately the same
level as the year-earlier periods.
For the third quarter of 1999, higher shipments of dining room, bedroom and
commercial furniture were partially offset by lower shipments of occasional
furniture and upholstered furniture as compared to the prior year period.
Occasional furniture shipments at Silver Furniture were lower in the third
quarter primarily due to increased competitive price pressure and unsuccessful
product introductions. Reduced upholstered furniture shipments were primarily
attributable to the repositioning of the product line price points and styling.
For the nine months ended October 2, 1999, higher shipments of dining room and
bedroom furniture were partially offset by lower shipments of occasional,
upholstered and commercial furniture. Commercial furniture sales were lower
in 1999 due, in part, to a general softening in demand in the office furniture
industry.
In general, selling prices for the first nine months of 1999 were slightly
higher as compared to the prior year period.
Gross Margin
Gross margin as a percentage of sales was 22.8% and 24.2% for the three and
nine month periods ended October 2, 1999, respectively, as compared to 25.7%
and 25.3% for the three and nine month periods ended September 26, 1998,
respectively. Several factors contributed to the decline in the gross margin
percentage in 1999: manufacturing inefficiencies at the Chromcraft subsidiary
due to a product mix change and employee attrition resulting from the tight
labor market; unabsorbed fixed overhead due to the lower sales volume at
Silver Furniture; and, at both Chromcraft and Silver Furniture, an unfavorable
product sales mix.
Selling, General and Administrative Expenses
Selling, general and administrative expenses as a percentage of sales were
13.0% and 13.3% for the third quarter and first nine months of 1999, as
compared to 13.7% and 13.6% for the same periods last year. The decrease in
selling, general and administrative expenses as a percentage of sales for the
three and nine months ended October 2, 1999 as compared to the prior year
periods was primarily due to lower payroll related costs.
9
<PAGE>
Interest Expense
Interest expense for the third quarter of 1999 was higher as compared to the
year-earlier period primarily due to higher average bank borrowings during the
period. Higher average bank borrowings during the quarter were attributable
to the Korn Industries acquisition and the refinancing of Korn Industries'
bank indebtedness under Chromcraft Revington's revolving credit facility.
Interest expense for the nine months ended October 2, 1999 was lower than the
comparable period last year due to a decrease in average bank borrowings.
Income Tax Expense
Chromcraft Revington's effective tax rate was 39.5% and 39.6% for the three
and nine month periods ended October 2, 1999 and 39.9% for the three and nine
month periods ended September 26, 1998. The decrease in the effective tax
rate for 1999 was due to lower state income taxes.
Liquidity and Capital Resources
Operating activities provided $4,456,000 of cash during the nine months ended
October 2, 1999 as compared to $4,809,000 during the nine months ended
September 26, 1998. The decrease in cash generated from operating activities
during the first nine months of 1999 as compared to the prior year period was
primarily due to a reduction in Korn Industries' trade accounts payable,
offset in part by a smaller increase in working capital investment, primarily
in accounts receivable and inventories. Korn Industries' trade payables,
assumed at the acquisition date, were reduced in order to eliminate past due
amounts and to obtain discounts on the early payment of invoices.
Investing activities used $9,944,000 and $2,173,000 of cash during the nine
months ended October 2, 1999 and September 26, 1998, respectively. In
September 1999, Chromcraft Revington acquired Korn Industries, a manufacturer
of solid wood bedroom and dining room furniture. The purchase price consisted
of a cash payment to Korn Industries' stockholders and acquisition-related
expenses, together aggregating $8,525,000, and the assumption of Korn
Industries' liabilities.
Capital expenditures, primarily for machinery and data processing equipment,
were $2,592,000 for the nine months ended October 2, 1999 as compared to
$2,177,000 during the year ago period. Chromcraft Revington expects capital
expenditures to be approximately $4,000,000 for the year ending December 31,
1999. During the first nine months of 1999, Chromcraft Revington received
cash proceeds of $1,173,000 in connection with several asset disposals.
Financing activities provided $5,488,000 of cash for the nine months ended
October 2, 1999 as compared to $2,636,000 of cash used during the nine months
ended September 26, 1998. For the first nine months of 1999, Chromcraft
Revington borrowed $28,600,000 under its bank revolving credit facility in
connection with the Korn Industries acquisition and the repurchase of
Chromcraft Revington's common stock. As part of the acquisition, Korn
Industries' bank indebtedness of $13,517,000 was refinanced with borrowings
under Chromcraft Revington's revolving credit facility, which restricts
indebtedness outside of the facility. Financing costs were more favorable
10
<PAGE>
under the facility as compared to the Korn Industries' indebtedness. During
the first nine months of 1999, Chromcraft Revington purchased, under a stock
repurchase plan, 688,200 shares of its common stock for $10,295,000. During
the same period last year, 311,248 shares of common stock were purchased for
$5,584,000. At October 2, 1999, Chromcraft Revington had unused capacity
under its revolving credit facility, after reduction for outstanding letters
of credit, of $23,620,000.
Year 2000
The Year 2000 issue is the result of computer programs being written using two
digits rather than four to define the applicable year. Chromcraft Revington
and its subsidiaries have been modifying and replacing portions of its
computer software and hardware systems so that they will properly utilize
dates beyond December 31, 1999. With the exception of Korn Industries,
acquired September 2, 1999, the Year 2000 project is substantially complete.
Chromcraft Revington expects that the Year 2000 project at Korn Industries
will be completed before the end of the fourth quarter 1999 and that remaining
expenses for compliance will be less than $100,000.
Chromcraft Revington has received information from significant suppliers and
third party service providers on their plans to address the Year 2000 issue.
While Chromcraft Revington expects a successful resolution of all issues,
there can be no assurances that our systems or the systems of other companies
on which Chromcraft Revington relies will be timely converted or that the
failure to convert by another company would not have an adverse effect on
operations. Chromcraft Revington has developed contingency plans in the event
of a business interruption due to the Year 2000 issue, including the identifi-
cation of alternate suppliers and manual workarounds.
Forward-Looking Statements
Certain matters included in this discussion are forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995.
Certain forward-looking statements are contained in "Management's Discussion
and Analysis of Financial Condition and Results of Operations," including
expenditures to address, and the impact of, Year 2000 computer issues. These
forward-looking statements can be generally identified as such because the
context of the statements includes words such as "plans," "may," "estimates"
and "expects" or words of similar import. All forward-looking statements are
subject to certain risks and uncertainties that could cause actual results to
differ materially from those reported or expected as of the date of this
report. Among the risks and uncertainties that could cause actual results to
differ materially from those reported or anticipated are (i) general economic
conditions, (ii) cyclical nature of the furniture industry, and (iii) compet-
ition in the furniture industry.
11
<PAGE>
Part II. Other Information
---------------------------
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
None
(b) Reports on Form 8-K
The registrant reported the acquisition of Korn Industries on a
Current Report on Form 8-K dated September 2, 1999, as filed with the
Securities and Exchange Commission on September 17, 1999. Amendment
Numbers 1 and 2 to the Current Report on Form 8-K dated September 2,
1999 were filed with the Securities and Exchange Commission on
November 12, 1999.
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.
Chromcraft Revington, Inc.
----------------------------
(Registrant)
Date: November 16, 1999 /s/ Frank T. Kane
----------------- ----------------------------
Frank T. Kane
Vice President - Finance
(Duly Authorized Officer and
Chief Financial Officer)
12
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> OCT-02-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 37,968
<ALLOWANCES> 1,240
<INVENTORY> 52,747
<CURRENT-ASSETS> 92,871
<PP&E> 82,900
<DEPRECIATION> 38,305
<TOTAL-ASSETS> 167,013
<CURRENT-LIABILITIES> 25,872
<BONDS> 0
0
0
<COMMON> 108
<OTHER-SE> 98,839
<TOTAL-LIABILITY-AND-EQUITY> 167,013
<SALES> 177,058
<TOTAL-REVENUES> 177,058
<CGS> 134,169
<TOTAL-COSTS> 157,721
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 424
<INCOME-PRETAX> 18,913
<INCOME-TAX> 7,488
<INCOME-CONTINUING> 11,425
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 11,425
<EPS-BASIC> 1.08
<EPS-DILUTED> 1.05
</TABLE>
