1
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 MARCH 31, 2001 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 .
---------- ----------
5,887,058 shares of Common Stock were outstanding as of May 14, 2001.
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 and
nine months ended March 31, 2001 and 2000.
Condensed Consolidated Balance Sheets as of March 31, 2001 and
June 30, 2000.
Condensed Consolidated Statement of Changes in Stockholders'
Equity for the nine months ended March 31, 2001.
Condensed Consolidated Statements of Cash Flows for the nine
months ended March 31, 2001 and 2000.
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
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
3
CRAFTMADE INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
FOR THE THREE MONTHS ENDED FOR THE NINE MONTHS ENDED
-------------------------- -------------------------
March 31, March 31, March 31, March 31,
2001 2000 2001 2000
----------- ----------- ---------- ----------
Net Sales $ 19,892 $ 20,336 $ 63,357 $ 60,157
Cost of goods sold 12,541 14,119 40,355 39,526
---------- ---------- ---------- ----------
Gross profit 7,351 6,217 23,002 20,631
---------- ---------- ---------- ----------
Selling, general
and administrative
expenses 5,214 4,607 15,020 13,480
Interest expense,net 577 445 1,692 1,150
Depreciation and amortization 259 219 714 648
---------- ---------- ---------- ----------
Total expenses 6,050 5,271 17,426 15,278
---------- ---------- ---------- ----------
Income before income taxes
and minority interest 1,301 946 5,576 5,353
Provision for income taxes 342 216 1,707 1,613
---------- ---------- ---------- ----------
Income before minority interest 959 730 3,869 3,740
Minority interest (279) (339) (964) (879)
---------- ---------- ---------- ----------
Net income $ 680 $ 391 $ 2,905 $ 2,861
========== ========== ========== ==========
Basic and diluted
earnings per
common share $ .12 $ .06 $ .49 $ .41
========== ========== ========== ==========
Cash dividends
declared per
common share $ .07 $ .02 $ .18 $ .06
========== ========== ========== ==========
SEE ACCOMPANYING NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
3
4
CRAFTMADE INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
March 31,
2001 June 30,
(Unaudited) 2000
---------- ----------
(In thousands)
Current assets:
Cash $ 524 $ 1,171
Accounts receivable - net of
allowance of $150,000
and $236,000, respectively 14,926 17,610
Income taxes receivable 272 --
Inventory 19,625 15,322
Deferred income taxes 462 462
Prepaid expenses and other
current assets 1,230 918
---------- ----------
Total current assets 37,039 35,483
---------- ----------
Property and equipment, at cost:
Land 1,535 1,535
Building 7,784 7,784
Furniture, fixtures and equipment 3,262 2,297
Leasehold improvement 274 257
---------- ----------
12,855 11,873
Less: accumulated depreciation (2,808) (2,410)
---------- ----------
Total property and equipment, net 10,047 9,463
Goodwill, net of accumulated
amortization of $1,123,000
and $808,000, respectively 4,816 5,131
Other assets 12 24
Derivative financial instrument 28 --
---------- ----------
Total other assets 14,903 14,618
---------- ----------
$ 51,942 $ 50,101
========== ==========
SEE ACCOMPANYING NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
4
5
CRAFTMADE INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
March 31,
2001 June 30,
(Unaudited) 2000
---------- ----------
(In Thousands)
Current liabilities:
Note payable - current $ 500 $ 470
Revolving lines of credit 18,650 17,600
Accounts payable 5,039 4,179
Commissions payable 342 422
Income taxes payable -- 10
Accrued liabilities 1,952 1,540
---------- ----------
Total current liabilities 26,483 24,221
Other non-current liabilities:
Deferred Income taxes 88 88
Note payable - long term 8,209 8,588
Minority interest 825 245
---------- ----------
Total liabilities 35,605 33,142
---------- ----------
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,
9,316,535 shares issued 93 93
Additional paid-in capital 12,616 12,453
Unearned deferred compensation (116) --
Retained earnings 24,516 22,654
Accumulated other comprehensive
income 28 --
---------- ----------
37,169 35,232
Less: treasury stock, 3,429,477
and 3,116,177 common shares at
cost, respectively, and 32,000
preferred shares at cost (20,832) (18,273)
---------- ----------
Total Stockholders' Equity 16,337 16,959
---------- ----------
Commitments and contingencies
$ 51,942 $ 50,101
========== ==========
SEE ACCOMPANYING NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
5
6
CRAFTMADE INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited)
FOR THE NINE MONTHS ENDED MARCH 31, 2001
(In thousands) ACCUMULATED
SERIES A ADDITIONAL UNEARNED OTHER
VOTING PREFERRED PAID-IN DEFERRED RETAINED COMPREHENSIVE
COMMON STOCK STOCK CAPITAL COMPENSATION EARNINGS INCOME
--------------- --------- ---------- ------------ -------- -------------
Shares Amount
------ ------
Balance as of June 30, 2000 9,317 $ 93 $ 32 $ 12,453 $ -- $ 22,654 $ --
Comprehensive income:
Net income for the nine months
ended March 31, 2001 2,905
Income on derivative financial
instrument, net of tax of $16 28
------ ------ --------- ---------- ------------ -------- -------------
Total comprehensive income 2,905 28
Stock Option Grants 163 (163)
Deferred Compensation Earned 47
Stock repurchase
Cash Dividends (1,043)
------ ------ --------- ---------- ------------ -------- -------------
Balance as of March 31, 2001 9,317 $ 93 $ 32 $ 12,616 $ (116) $ 24,516 $ 28
====== ====== ========= ========== ============ ======== =============
(In thousands)
TREASURY STOCK
-----------------
Shares Amount Total
------ -------- -------
Balance as of June 30, 2000 3,148 ($18,273) $16,959
Comprehensive income:
Net income for the nine months
ended March 31, 2001 2,905
Income on derivative financial
instrument, net of tax of $16 28
------ -------- -------
Total comprehensive income 2,933
Stock Option Grants --
Deferred Compensation Earned 47
Stock repurchase 313 (2,559) (2,559)
Cash Dividends (1,043)
------ -------- -------
Balance as of March 31, 2001 3,461 $(20,832) $16,337
====== ======== =======
SEE ACCOMPANYING NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
6
7
CRAFTMADE INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
FOR THE NINE MONTHS ENDED
----------------------------
March 31, March 31,
2001 2000
------------ ------------
(In Thousands)
Net cash provided by
operating activities $ 3,621 $ 2,737
------------ ------------
Cash flows from investing activities:
Net additions to equipment (982) (204)
------------ ------------
Net cash used for investing activities (982) (204)
------------ ------------
Cash flows from financing activities:
Net proceeds from lines of credit 1,050 3,750
Proceeds from note payable -- 4,316
Principal payments on note payable (349) (581)
Stock repurchase (2,559) (9,008)
Cash dividends (1,043) (425)
Capital contribution from minority
interest members 10 --
Distributions to minority interest members (395) (1,021)
------------ ------------
Net cash used for financing activities (3,286) (2,969)
------------ ------------
Net decrease in cash (647) (436)
Cash at beginning of period 1,171 1,563
------------ ------------
Cash at end of period $ 524 $ 1,127
============ ============
SEE ACCOMPANYING NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
7
8
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OF CRAFTMADE INTERNATIONAL, INC.
AND SUBSIDIARIES
MARCH 31, 2001
(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 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, 2000. The financial data for the interim periods may
not necessarily be indicative of results to be expected for the year.
Note 2 - STOCK REPURCHASE
During the year ended June 30, 1999, the Company's Board of Directors authorized
the Company's management to repurchase up to an aggregate of 2,350,000 shares of
the Company's outstanding common stock. At March 31, 2001, the Company had
repurchased 1,689,300 shares, at an aggregate cost of $15,119,000, of which
313,300 shares at an aggregate cost of $2,559,000 were repurchased during the
first nine months of fiscal 2001.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OF CRAFTMADE INTERNATIONAL, INC.
8
9
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OF CRAFTMADE INTERNATIONAL, INC.
AND SUBSIDIARIES
March 31, 2001
(Unaudited)
(In Thousands)
Note 3 - 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 FOR THE NINE MONTHS ENDED
-------------------------- ------------------------
March 31, March 31, March 31, March 31,
2001 2000 2001 2000
----------- ------------ ---------- -----------
Basic and
Diluted EPS
Numerator:
Net Income $ 680 $ 391 $ 2,905 $ 2,861
---------- ------------ ---------- ----------
Denominator:
Common Shares
Outstanding 5,887 6,671 5,949 6,954
---------- ------------ ---------- ----------
Basic EPS $ .12 $ .06 $ .49 $ .41
========== ============ ========== ==========
Denominator:
Common Shares
Outstanding 5,887 6,671 5,949 6,954
Options 4 -- 7 --
---------- ------------ ---------- ----------
Total Shares $ 5,891 $ 6,671 $ 5,956 $ 6,954
========== ============ ========== ==========
Diluted EPS $ .12 $ .06 $ .49 $ .41
========== ============ ========== ==========
9
10
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OF CRAFTMADE INTERNATIONAL, INC.
AND SUBSIDIARIES
MARCH 31, 2001
(Unaudited)
Note 4 - DERIVATIVE FINANCIAL INSTRUMENTS
The Company adopted Statement on Financial Accounting Standards No. 133 (FAS
133), Accounting for Derivative Instruments and Hedging Activities, on July 1,
2000. FAS 133 requires that all derivative instruments be recorded on the
balance sheet at fair value. Changes in the fair value of derivatives are
recorded each period in current earnings or other comprehensive income,
depending on whether a derivative is designated as part of a hedge transaction
and, if it is, depending on the type of hedge transaction. For fair-value hedge
transactions in which the Company is hedging changes in an asset's, liability's,
or firm commitment's fair value, changes in the fair value of the derivative
instrument will generally be offset in the income statement by changes in the
hedged item's fair value. For cash-flow hedge transactions in which the Company
is hedging the variability of cash flows related to a variable-rate asset,
liability, or a forecasted transaction, changes in the fair value of the
derivative instrument will be reported in other comprehensive income. The gains
and losses on the derivative instrument that are reported in other comprehensive
income will be reclassified as earnings in the periods in which earnings are
impacted by the variability of the cash flows of the hedged item. The
ineffective portion of all hedges will be recognized in current-period earnings.
During the first quarter of fiscal 2000, the Company entered into an interest
rate swap agreement, with a maturity of December 26, 2003, to manage its
exposure to interest rate movements by effectively converting its long-term
facility debt from fixed to variable rates. The notional amount of the interest
rate swap subject to variable rates as of March 31, 2001 was $3,189,000, which
decreases as payments are made on the long-term note payable. Under this
agreement, the Company has contracted to pay a variable rate equal to LIBOR plus
2.43% (which equaled 7.51% at March 31, 2001) and receive a fixed rate of
8.125%. In accordance with the transition provisions of FAS 133, the Company
recorded a net-of-tax cumulative-effect-type adjustment of $28,000 in
accumulated other comprehensive income on the accompanying condensed
consolidated statement of changes in stockholders' equity to recognize at fair
value the interest rate swap agreement which management designated as a
cash-flow hedging instrument. As the critical terms of the interest rate swap
agreement and the interest-bearing debt are the same the Company has assumed
that there is no ineffectiveness in the hedge relationship.
10
11
Note 5 - SEGMENT INFORMATION
The Company has two reportable segments, Craftmade and Trade Source
International, Inc. ("TSI"). 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 and lamps offered primarily through lighting showrooms, certain major
retail chains and catalog houses. The TSI segment derives its revenue from
lighting and fan accessories marketed solely to mass merchandisers.
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, 2000. The Company evaluates the
performance of its segments and allocates resources to them based on their
operating profit and loss and cash flows.
11
12
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OF CRAFTMADE INTERNATIONAL, INC.
AND SUBSIDIARIES
MARCH 31, 2001
(Unaudited)
Note 5 - SEGMENT INFORMATION (con't)
The following table presents information about the reportable segments (in
thousands):
Craftmade TSI Total
--------- --------- ---------
For the three months ended
March 31, 2001:
Net sales from external customers $ 11,026 $ 8,866 $ 19,892
Operating profit 1,363 515 1,878
For the three months ended
March 31, 2000:
Net sales from external customers $ 11,672 $ 8,664 $ 20,336
Operating profit 1,266 125 1,391
For the nine months ended
March 31, 2001:
Net sales from external customers $ 34,991 $ 28,366 $ 63,357
Operating profit 4,709 2,559 7,268
For the nine months ended
March 31, 2000:
Net sales from external customers $ 36,120 $ 24,037 $ 60,157
Operating profit 5,338 1,165 6,503
March 31, 2001 $ 29,576 $ 22,366 $ 51,942
Total Assets
March 31, 2000 $ 27,827 $ 18,287 $ 46,114
Total Assets
12
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
which could cause results to differ materially than 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, the success of the rollout of the portable lamp
program, changes from anticipated levels of sales, whether due to future
national or regional economic and competitive conditions, changes in
relationships with customers, TSI's dependence on select mass merchandisers,
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, 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 the Company.
RESULTS OF OPERATIONS
Three Months Ended March 31, 2001 Compared to Three Months Ended March 31, 2000.
Net Sales. Net sales decreased 2.2% or $444,000 to $19,892,000 for the three
month period ended March 31, 2001 from $20,336,000 for the same three month
period last year. Net sales of the Craftmade division decreased $646,000 to
$11,026,000 for the three months ended March 31, 2001 compared to $11,672,000
for the same three-month period last year. The decline in revenues of the
Craftmade division was primarily related to lower unit sales and lower pricing
in the Company's lower end series of ceiling fans, which was partially offset by
increases in higher priced, higher margin products. The Company intends to
continue to be aggressive in the pricing of specific products when the strategy
is effective in increasing unit volume sales. Craftmade has negotiated price
concessions from its ceiling fan vendor which management believes will enable
the Company to be competitive on pricing and maintain or improve its historical
margins on these products. Sales of the TSI division increased 2.3% or $202,000
to $8,866,000 for the quarter ended March 31, 2001 from $8,664,000 for the same
period in the previous year. The increase was primarily attributable to sales
generated by Design Trends, LLC ("Design Trends"), the Company's 50% owned
subsidiary, which introduced a new line of portable lamps in March 2000. The
continued roll out of this new product generated $2,585,000 in incremental
revenue during the quarter ended March 31, 2001. These sales were partially
offset by a $2,383,000 decline in sales of outdoor lighting that occurred as
many of TSI's customers reduced inventory levels during the period and
13
14
delayed the implementation of new programs until the fourth quarter of fiscal
2001. Management believes the shift in revenue will result in positive sales
growth in the fourth quarter in addition to the incremental revenue generated by
Design Trends.
Gross Profit. Gross profit of the Company increased to $7,351,000 or 37.0% of
net sales, from $6,217,000 or 30.6% of net sales, for the three months ended
March 31, 2001 compared to the same period of 2000. The gross profit of the
Craftmade division increased to 43.8% of sales compared to 38.9% of sales in the
year ago period. Excluding the impact of a $517,000 inventory write down in the
third quarter of fiscal 2000, the prior year comparison was 43.3%. Gross profit
from TSI increased to $2,525,000, or 28.5% of net sales, for the three months
ended March 31, 2001 compared to $1,679,000 or 19.4% of sales for the same
period in the previous year. The increase in the gross margin of TSI was
primarily attributable to a shift in the sales mix from direct import sales to
domestic sales that have higher gross profit margins and higher SG&A expenses.
TSI's gross margin comparison was also positively impacted because the division
recorded $194,000 in sales credits during the third quarter of fiscal 2000 which
did not occur in the third quarter of fiscal 2001.
Selling, General and Administrative Expenses. Total selling, general and
administrative ("SG&A") expenses of the Company increased to $5,214,000 or 26.2%
of net sales for the three months ended March 31, 2001 from $4,607,000 or 22.7%
of net sales for the same three month period last year. Total SG&A expenses of
the Craftmade division increased to 30.5% of sales compared to 27.2% for the
same period in the previous year. The increase in Craftmade's SG&A expenses as a
percentage of sales was primarily due to an increase in the fixed portion of
SG&A without a corresponding increase in sales to leverage down the expenses.
Total SG&A expenses of the TSI division increased to $1,845,000 or 20.8% of
sales compared to $1,437,000 or 16.6% of sales for the same period in the
previous year. The increase in TSI's SG&A expenses as a percentage of sales was
consistent with the shift in the sales mix from direct import to domestic sales
as discussed above.
Interest Expense. Net interest expense of the Company increased $132,000 to
$577,000 for the three months ended December 31, 2000 from $445,000 for the same
three month period last year. This increase was primarily the result of an
increase in amounts outstanding under the Company's lines of credit. The
proceeds were utilized primarily to finance the roll-out of the portable lamp
program that began in March 2000.
Minority Interest. Minority interest expense of $279,000 and $339,000 for the
three months ended March 31, 2001 and 2000, respectively, represented the 50%
ownership of Prime/Home Impressions, LLC ("PHI") and Design Trends, LLC by
non-Company owned members. The non-Company owned interests have been accounted
for as a minority interest.
Provision For Income Taxes. The provision for income taxes increased to $342,000
or 33.5% of net income before taxes but after minority
14
15
interest, for the three months ended March 31, 2001, from $216,000 or 35.6% for
the same period of the prior year.
Nine Months Ended March 31, 2001 Compared to Nine Months Ended March 31, 2000
Net Sales. For the nine months ended March 31, 2001, net sales increased 5.3% or
$3,200,000 to $63,357,000 from $60,157,000 for the same period last year. Net
sales from the Craftmade division decreased 3.1% or $1,129,000 to $34,991,000
for the nine months ended March 31, 2001 from $36,120,000 in the prior year
period. The decline in sales of the Craftmade division was primarily related to
sales declines in the company's lower priced, lower margin series of ceiling
fans. Net sales of the TSI division increased 18.0% or $4,329,000 to $28,366,000
for the nine month period ended March 31, 2001 compared to $24,037,000 for the
same period in the previous year. The increase was attributable to incremental
revenue of $5,386,000 generated by the roll out of the Design Trends program,
offset by a net decline of $1,057,000 in TSI's other businesses, primarily
outdoor lighting, as discussed above.
Gross Profit. For the nine month period ended March 31, 2001, gross profit of
the Company increased to $23,002,000 or 36.3% of sales from $20,631,000 or 34.3%
of sales for the same period in the previous year. The gross profit of the
Craftmade division declined to $15,164,000 or 43.3% of sales from $15,255,000 or
42.2% of sales for the nine months ended March 31, 2001 and 2000, respectively.
The decline was primarily due to discounted pricing and promotional programs
that occurred in the initial part of the nine-month period ended March 31, 2001.
Gross profit of the TSI division increased to $7,838,000 or 27.6% of sales
compared to $5,376,000 or 22.4% of sales for the same period in the previous
year. The increase was primarily attributable to a shift in the sales mix from
direct import sales to domestic sales that carry higher gross profit margins and
higher SG&A expenses.
Selling, General and Administrative Expenses. For the nine month period ended
March 31, 2001, total SG&A expenses of the Company increased to $15,020,000 or
23.7% of sales compared to $13,480,000 or 22.4% of sales for the same period
last year. SG&A expenses of the Craftmade division increased to $10,168,000 or
29.1% of sales compared to $9,630,000 or 26.7% of sales for the same period last
year. The increase in SG&A expenses of Craftmade as a percentage of sales was
primarily due to the decline in sales during the fiscal year 2001 period, which
resulted in the de-leveraging of SG&A expenses compared to the same period in
the previous year. For the nine month period ending March 31, 2001, SG&A
expenses of the TSI division increased as a percentage of sales to 17.1% of
sales or $4,852,000 compared to 16.0% of sales or $3,851,000 for the same period
in the previous year. The increase in TSI's SG&A expenses as a percentage of
sales was consistent with the shift in the sales mix from direct import to
domestic sales as discussed above.
15
16
Interest Expense. For the nine-month period ended March 31, 2001, net interest
expense increased to $1,692,000 compared to $1,150,000 for the same period in
the previous year. This increase was primarily the result of an increase in the
Company's lines of credit. The proceeds were used primarily to finance the roll
out of the portable lamp program that began in March 2000.
Minority Interest. Minority interest expense of $964,000 and $879,000 for the
nine months ended March 31, 2001 and 2000, respectively, represented the 50%
ownership of PHI and Design Trends, LLC by non-Company owned members. The
non-Company owned interests have been accounted for as a minority interest.
Provision for Income Taxes. The provision for income taxes increased to
$1,707,000 or 37.0% of net income before taxes but after minority interest, for
the nine months ended March 31, 2001 from $1,613,000 or 36.1% for the same
period of the prior year. The increase in the effective rate relates to
non-deductible expenses, primarily amortization of goodwill, as a percentage of
pre-tax income.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash decreased $647,000 to $524,000 at March 31, 2001 from
$1,171,000 at June 30, 2000. The Company's operating activities provided cash of
$3,621,000, primarily attributable to the Company's net income from operations
and collections on customer accounts, less increases in inventory to support the
rollout of the portable lamp program that began in March 2000.
In order to satisfy anticipated demand for the portable lamp program, the
Company has increased Design Trends' inventory to approximately $5,902,000.
Currently, this program is primarily 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 alternative
sources would generate similar sales levels and profit margins as anticipated
with the currently targeted mass merchandiser.
The $982,000 of cash used for investing activities related to the purchase of
general warehouse, office and computer equipment.
The $3,286,000 of cash used for financing activities was primarily the result of
(i) the repurchase of 313,300 shares of the Company's common stock in connection
with the Company's stock repurchase plans, at an aggregate cost of $2,559,000,
(ii) distributions to PHI's minority interest members of $395,000, (iii)
principal payments of $349,000 on the Company's note payable,(iv) cash dividends
of $1,043,000, partially offset by principal advances of $1,050,000 on the
Company's lines of credit. The Company has currently suspended its stock
repurchase program but may implement the program in the future.
16
17
At December 31, 2000, subject to continued compliance with certain covenants and
restrictions, the Company had $19,000,000 available on its line of credit, of
which $16,500,000 had been utilized. In addition, PHI had $3,000,000 available
on its line of credit, of which $2,150,000 had been utilized. The Company's
management believes that its current lines of credit, combined with cash flows
from operations, are adequate to fund the Company's current operating needs,
make annual payments approximating $1,200,000 under the note payable, fund the
Design Trends new product roll-out of approximately $3,500,000, fund anticipated
capital expenditures, as well as fund its projected growth over the next twelve
months.
At March 31, 2001, $8,709,000 remained outstanding under the twelve year 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.
During the first quarter of fiscal 2000, the Company entered into a letter
agreement with Chase Bank of Texas, N.A., pursuant to which the Company
conducted a fixed-to-floating interest rate swap. See Note 4 - Derivative
Financial Instruments in the Notes to Condensed Consolidated Financial
Statements and Item 3 - Quantitative and Qualitative Disclosures about Market
Risk. The Company does not believe that this transaction will have a material
effect on its financial condition.
During the third quarter of fiscal 2001, the Company entered into an agreement
with J.P. Morgan Chase and Co. and The Frost National Bank to modify the terms
of the Company's lines of credit. The modifications provide less restrictive
loan covenant ratios to enable the Company to increase its capital expenditures
to fund the roll out of its portable lamp program. The terms of the agreement
specify a sliding scale between the interest rate spread and the Company's ratio
of total debt to tangible net worth, with a maximum spread that is 50 basis
points higher than the maximum spread specified by the loan agreement prior to
the modification. The Company does not believe that any additional interest
expense associated with the higher interest rate spread will have a material
effect on its financial condition.
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."
As a result of the terms of the Company's note payable on its operating
facility, the Company is subject to market risk associated with adverse changes
in interest rates. In an effort to reduce this market risk, the Company entered
into an interest rate swap agreement (the "Swap Agreement") with Chase Bank of
Texas, National Association ("Chase")
17
18
during the first quarter of fiscal 2000. The Swap Agreement is held by the
Company for non-trading purposes and is designated as a cash-flow hedging
instrument.
The notional principal amount of the Swap Agreement was $3,189,000 at March 31,
2001. During the term of the Swap Agreement, the Company receives a fixed rate
of interest (8.125%) from Chase on such notional amount in consideration of its
obligation to pay a floating rate of interest on such notional amount. The
floating rate of interest is based on the regularly published London Interbank
Offered Rate ("LIBOR") plus 2.43%. At March 31, 2001, LIBOR was equal to 5.078%.
The Swap Agreement matures on December 26, 2003.
Although the Company entered into the Swap Agreement to reduce its exposure to
changes in interest rates, a sharp rise in interest rates could materially
adversely affect the financial condition and results of operations of the
Company. Under the Swap Agreement, for each one percent (1%) incremental
increase in LIBOR, the Company's annualized interest expense would increase by
approximately $31,890. Consequently, an increase in LIBOR of five percent (5%)
would result in an estimated annualized increase of interest expense for the
Company of approximately $159,450. See Note 4 - Derivative Financial Instrument
to the Notes to Condensed Consolidated Financial Statements.
18
19
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 Stockholders
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 therein.
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
therein.
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 therein.
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 therein.
4.2 Rights Agreement, dated as of June 23, 1999, between
Craftmade International, Inc. and
19
20
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.
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
20
21
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 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.
21
22
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 Registration Rights Agreement, dated July 1, 1998, by
and among Craftmade International, Inc., Neall and
Leslie 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.
10.15 ISDA Master Agreement and Schedule, dated June 17,
1999, by and among Chase Bank of Texas, National
Association, Craftmade International, Inc., Durocraft
International, Inc. and Trade Source International,
Inc., filed as Exhibit 10.15 to the Company's
Quarterly Report on Form 10Q filed November 12, 1999
(File No. 000-26667) and herein incorporated by
reference.
10.16 Confirmation under ISDA Master Agreement, dated July
23, 1999, from Chase Bank of Texas, National
Association to Craftmade International, Inc., filed
as Exhibit 10.165 to the Company's Quarterly Report
on Form 10Q filed November 12, 1999 (File No.
000-26667) and herein incorporated by reference.
10.17 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, C/D/R Incorporated, 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.
10.18 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
22
23
Company's Quarterly Report on Form 10Q filed May 15,
2000 (File No. 000-26667) and herein incorporated by
reference.
10.19 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 and Frost National Bank,
filed as Exhibit 10.19 to the Company's Quarterly
Report on Form 10Q filed May 15, 2000 (File No.
000-26667) and herein incorporated by reference.
10.20 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.
10.21 Seventh Amendment to Credit Agreement dated May 12,
2000, by and among Craftmade 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.
10.22 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.
10.23 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. 000-2667) and herein
incorporated by reference.
10.24* 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 herewith
b). Reports on Form 8-K
None.
23
24
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 May 14, 2001 /s/ James R. Ridings
-------------- ------------------------------
JAMES R. RIDINGS
President and Chief
Executive Officer
Date May 14, 2001 /s/ Kathleen B. Oher
-------------- ------------------------------
KATHLEEN B. OHER
Chief Financial Officer
24
25
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 therein.
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 therein.
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 therein.
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 therein.
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.
25
26
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.
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
26
27
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 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 Registration Rights Agreement, dated July 1, 1998, by and among
Craftmade International, Inc., Neall and Leslie 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.
10.15 ISDA Master Agreement and Schedule, dated June 17, 1999, by and among
Chase Bank of Texas, National Association, Craftmade International,
Inc., Durocraft International, Inc. and Trade Source International,
Inc., filed as Exhibit 10.15 to the Company's Quarterly Report on Form
10Q filed November 12, 1999 (File No. 000-26667) and herein
incorporated by reference.
10.16 Confirmation under ISDA Master Agreement, dated July 23, 1999, from
Chase Bank of Texas, National Association to
27
28
Craftmade International, Inc., filed as Exhibit 10.165 to the Company's
Quarterly Report on Form 10Q filed November 12, 1999 (File No.
000-26667) and herein incorporated by reference.
10.17 Fourth Amendment to Credit Agreement, dated April 2, 1999, by and among
Craftmade International, Inc., a Delaware corporation, C/D/R 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.
10.18 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.
10.19 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 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.
10.20 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.
10.21 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
28
29
Annual Report on Form 10-K filed September 26, 2000 (File No.
000-26667) and herein incorporated by reference.
10.22 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. .
10.23 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.
10.24* 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 herewith
29