FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 28, 2003
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from_____to_____
Commission File No. 1-7604
CROWN CRAFTS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 58-0678148
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
916 South Burnside Avenue, Gonzales, Louisiana 70737
- --------------------------------------------------------------------------------
(Address of principal executive offices)
(225) 647-9100
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(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether registrant is an accelerated filer (as defined in
Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
The number of shares of common stock, $1.00 par value, of the Registrant
outstanding as of September 28, 2003 was 9,504,937.
FORM 10-Q
CROWN CRAFTS, INC. AND SUBSIDIARIES
PART 1 - FINANCIAL INFORMATION
ITEM 1 - CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
September 28, 2003 and March 30, 2003
(Unaudited)
September 28, March 30,
Dollar amounts in thousands 2003 2003 *
------------- ---------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 59 $ 194
Accounts receivable (net of allowances of $3,917 at
September 28, 2003 and $1,927 at March 30, 2003):
Due from factor 11,948 14,472
Other 2,211 1,304
Inventories, net 17,416 15,548
Other current assets 966 1,114
------- -------
Total current assets 32,600 32,632
------- -------
PROPERTY, PLANT AND EQUIPMENT - AT COST:
Land, buildings and improvements 1,784 1,920
Machinery and equipment 2,612 3,285
Furniture and fixtures 664 677
------- -------
5,060 5,882
Less accumulated depreciation 3,224 3,644
------- -------
Property, plant and equipment - net 1,836 2,238
------- -------
OTHER ASSETS:
Goodwill, net 22,974 22,974
Other 80 82
------- -------
TOTAL OTHER ASSETS 23,054 23,056
------- -------
TOTAL ASSETS $57,490 $57,926
======= =======
* The Consolidated Balance Sheet at March 30, 2003 has been derived from the
audited balance sheet at that date.
See notes to unaudited condensed consolidated financial statements.
1
Crown Crafts, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
September 28, 2003 and March 30, 2003
(Unaudited)
September 28, March 30,
Dollar amounts in thousands 2003 2003*
------------- ---------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 3,625 $ 4,524
Accrued wages and benefits 892 1,413
Accrued royalties 1,919 1,454
Other accrued liabilities 1,030 1,361
Current maturities of long-term debt 3,015 3,014
-------- --------
Total current liabilities 10,481 11,766
-------- --------
NON-CURRENT LIABILITIES:
Long-term debt 30,867 30,895
COMMITMENTS AND CONTINGENCIES -- --
SHAREHOLDERS' EQUITY:
Common stock - par value $1.00 per share, 50,000,000
shares authorized
Outstanding: 9,504,937 at September 28, 2003 and
9,421,437 at March 30, 2003 9,505 9,421
Additional paid-in capital 28,834 28,857
Accumulated deficit (22,178) (22,988)
Cumulative currency translation adjustment (19) (25)
-------- --------
Total shareholders' equity 16,142 15,265
-------- --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 57,490 $ 57,926
======== ========
* The Consolidated Balance Sheet at March 30, 2003 has been derived from the
audited balance sheet at that date.
See notes to unaudited condensed consolidated financial statements.
2
Crown Crafts, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
For The Three and Six-Month Periods Ended
September 28, 2003 and September 29, 2002
(UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED
Amounts in thousands, except per September 28, September 29, September 28, September 29,
share amounts 2003 2002 2003 2002
------------- ------------- ------------- -------------
Net sales $ 22,001 $ 28,399 $ 40,466 $ 46,326
Cost of products sold 17,129 21,631 31,433 35,940
-------- -------- -------- --------
Gross profit 4,872 6,768 9,033 10,386
Marketing and administrative expenses 2,826 3,456 5,987 6,616
-------- -------- -------- --------
Income from operations 2,046 3,312 3,046 3,770
Other income (expense):
Interest expense (1,029) (1,183) (2,064) (2,357)
Other - net (5) 33 (4) 77
-------- -------- -------- --------
Income before income taxes 1,012 2,162 978 1,490
Income tax expense 88 83 168 104
-------- -------- -------- --------
Net income 924 2,079 810 1,386
Other comprehensive income, net of tax:
Foreign currency translation adjustment -- 3 6 (31)
-------- -------- -------- --------
Comprehensive income $ 924 $ 2,082 $ 816 $ 1,355
======== ======== ======== ========
Basic income per share $ 0.10 $ 0.22 $ 0.09 $ 0.15
======== ======== ======== ========
Diluted income per share $ 0.04 $ 0.09 $ 0.04 $ 0.06
======== ======== ======== ========
Weighted average shares outstanding - basic 9,505 9,421 9,466 9,421
======== ======== ======== ========
Weighted average shares outstanding - diluted 22,872 22,715 22,562 22,007
======== ======== ======== ========
See notes to unaudited condensed consolidated financial statements.
3
Crown Crafts, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six-Month Periods ended
September 28, 2003 and September 29, 2002
(UNAUDITED)
(in thousands)
September 28, September 29,
2003 2002
------------- -------------
OPERATING ACTIVITIES:
Net income $ 810 $ 1,386
Adjustments to reconcile net income to net cash used in
operating activities:
Depreciation of property, plant and equipment 273 408
Loss on disposition of property, plant and equipment 7 --
Changes in assets and liabilities
Accounts receivable, net 1,617 (5,060)
Inventories, net (1,868) 302
Income tax receivable -- 1,820
Other current assets 148 (702)
Other assets 2 88
Accounts payable (899) 1,042
Accrued liabilities (371) (224)
-------- --------
Net cash (used in) operating activities (281) (940)
-------- --------
INVESTING ACTIVITIES:
Capital expenditures (165) (202)
Proceeds from disposition of assets 271 --
Other 6 (31)
-------- --------
Net cash provided by (used in) investing activities 112 (233)
-------- --------
FINANCING ACTIVITIES:
Payment of long-term borrowing (19,004) (21,137)
Long-term borrowing 18,977 22,202
Issuance of common stock 61 --
-------- --------
Net cash provided by financing activities 34 1,065
-------- --------
NET (DECREASE) IN CASH AND CASH EQUIVALENTS (135) (108)
Cash and cash equivalents at beginning of period 194 388
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 59 $ 280
======== ========
SUPPLEMENTAL CASH FLOW INFORMATION:
Income taxes paid (refunded) $ 1 $ (1,762)
Interest paid 1,522 1,468
See notes to unaudited condensed consolidated financial statements.
4
CROWN CRAFTS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AT AND FOR THE THREE AND SIX-MONTH PERIODS ENDED SEPTEMBER 28, 2003 AND
SEPTEMBER 29, 2002
1. Basis of Presentation: The accompanying unaudited consolidated financial
statements have been prepared in accordance with accounting principles
generally accepted in the United States of America applicable to interim
financial information and the rules and regulations of the Securities and
Exchange Commission. Accordingly, they do not include all of the information
and disclosures required by accounting principles generally accepted in the
United States of America for complete financial statements. In the opinion
of management, such interim consolidated financial statements contain all
adjustments necessary to present fairly the financial position of Crown
Crafts, Inc. (the "Company") as of September 28, 2003 and the results of its
operations and cash flows for the three and six-month periods ended
September 28, 2003 and September 29, 2002. Such adjustments include normal
recurring accruals. Operating results for the three and six-month periods
ended September 28, 2003 are not necessarily indicative of the results that
may be expected for the year ending March 28, 2004. For further information,
refer to the consolidated financial statements and footnotes thereto
included in the annual report on Form 10-K for the year ended March 30, 2003
of the Company.
Use of Estimates: The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Recently Issued Accounting Standards: In December 2002, the FASB issued SFAS
148, Accounting for Stock-Based Compensation - Transition and Disclosure, an
amendment of FASB Statement No. 123. SFAS 148 amends FASB 123 to provide
alternative methods of transition for a voluntary change to the fair value
based method of accounting for stock-based employee compensation. In
addition, FASB 148 amends the disclosure requirements of FASB 123 to require
prominent disclosures in both annual and interim financial statements about
the method of accounting for stock-based employee compensation and the
effect of the method used on reported results. SFAS 148 was effective for
the Company's fiscal period ended March 30, 2003. The Company adopted this
standard on that date and determined that it would continue to utilize the
intrinsic method of accounting and included the additional disclosures in
the current period financial statements.
2. Segment and Related Information: The Company's principal segments include
adult home furnishing products, consisting primarily of hand-woven throws,
and infant and juvenile products, consisting of infant bedding, bibs, infant
soft goods and juvenile products (primarily Pillow Buddies(R)). Financial
information attributable to the Company's business segments for the three
and six-month periods ended September 28, 2003 and September 29, 2002 was as
follows (in thousands):
Three Months Ended Six Months Ended
September 28, September 29, September 28, September 29,
2003 2002 2003 2002
------------- ------------- ------------- -------------
NET SALES
Adult home furnishing products $ 624 $ 718 $ 1,039 $ 1,248
Infant & juvenile products 21,377 27,681 39,427 45,078
-------- -------- -------- --------
Total $ 22,001 $ 28,399 $ 40,466 $ 46,326
======== ======== ======== ========
OPERATING INCOME (LOSS)
Adult home furnishing products $ (11) $ (23) $ (83) $ (77)
Infant & juvenile products 2,057 3,335 3,129 3,847
-------- -------- -------- --------
Total $ 2,046 $ 3,312 $ 3,046 $ 3,770
======== ======== ======== ========
5
3. Inventory: Major classes of inventory were as follows (in thousands):
September 28, March 30,
2003 2003
------------- ---------
Raw materials $ 2,644 $ 2,991
Work in process 716 1,411
Finished goods 14,056 11,146
------- -------
$17,416 $15,548
======= =======
Inventory is net of reserves for inventories classified as irregular or
discontinued of $942,000 and $1.6 million at September 28, 2003 and March
30, 2003, respectively.
4. Restructuring Charge In December 2002, the Company adopted a formal plan to
change its sourcing strategy for certain products and close the Mexican
manufacturing facility operated by its majority-owned subsidiary, Burgundy
Interamericana ("Burgundy"). This decision was based on extensive research
by management which indicated that, due to lower wages and the elimination
of the quota on bibs, outsourcing the supply of products currently
manufactured by Burgundy to Asian manufacturers was more cost-effective and
competitive than maintaining existing operations in Mexico. Under the plan,
Burgundy continued to operate through the first quarter of fiscal 2004, at
which time the Company began to liquidate Burgundy's assets. As a result of
the decision of the Company to discontinue its Mexican operations, the
Company recorded a $1.8 million restructuring charge to operations in the
quarter ended December 29, 2002, which consisted primarily of a write-down
of the property and equipment at the Mexican facility of approximately
$800,000, inventory items deemed to be in excess of production requirements
of approximately $600,000, an accrual for contractual termination benefits
of approximately $300,000 due Burgundy's entire workforce (approximately 130
employees) under the provisions of Mexico's labor regulations and the
write-off of goodwill of approximately $60,000. The Company paid
approximately $189,000 of the severance benefits in the first quarter of
fiscal 2004 and paid the remainder through October 2003. The Company
continued to charge the ongoing operating costs associated with Burgundy's
production in the period in which the costs were incurred. The Company
incurred a loss of approximately $85,000 related to the operation and
closure of this facility for the three-month period ended June 29, 2003, at
which time the closure was complete.
5. Financing Arrangements
Factoring Agreement: The Company assigns the majority of its trade accounts
receivable to a commercial factor. Under the terms of the associated
factoring agreement, which expires July 2005, the factor remits payments to
the Company on the average due date of each group of invoices assigned. The
factor bears credit losses with respect to assigned accounts receivable that
are within approved credit limits. The Company bears losses resulting from
returns, allowances, claims and discounts.
Notes Payable and Other Credit Facilities: At September 28, 2003 and March
30, 2003, long-term debt consisted of:
September 28, March 30,
2003 2003
-------- --------
Promissory notes $ 34,061 $ 35,068
Floating rate revolving credit facilities 2,218 1,799
Non-interest bearing notes 541 274
Original issue discount (2,938) (3,232)
-------- --------
33,882 33,909
Less current maturities 3,015 3,014
-------- --------
$ 30,867 $ 30,895
======== ========
6
At September 28, 2003, the Company's credit facilities included the following:
Revolving Credit of up to $19 million including a $3 million sub-limit for
letters of credit. The interest rate is prime plus 1.00% (5.00% at September
28, 2003) for base rate borrowings and LIBOR plus 2.75% (3.87% at September
28, 2003) for Euro-dollar borrowings. The maturity date is June 30, 2005.
The facility is secured by a first lien on all assets. The balance was $2.2
million at September 28, 2003. The Company had $14.5 million available at
September 28, 2003. As of September 28, 2003, letters of credit of $1.35
million were outstanding under the revolving credit facility.
Senior Notes of $10 million with a fixed interest rate of 10% plus
additional interest contingent upon cash flow availability of 3%. The
maturity date is June 30, 2006 and the notes are secured by a first lien on
all assets. Minimum principal payments of $500,000 are due at the end of
each calendar quarter. In the event that required debt service exceeds 85%
of free cash flow (EBITDA (as hereinafter defined) less capital expenditures
and cash taxes paid), the excess of contingent interest and principal
amortization over 85% will be deferred until maturity of the Senior Notes in
June 2006. Contingent interest plus additional principal payments will be
due annually up to 85% of free cash flow. The Company made an excess cash
flow payment of $1.4 million on September 30, 2003.
Senior Subordinated Notes of $16 million with a fixed interest rate of 10%
plus an additional 1.65% payable by delivery of a promissory note due July
23, 2007. The maturity date is July 23, 2007, and the notes are secured by a
second lien on all assets. In addition to principal and interest, a payment
of $8 million is due on the earliest of (i) maturity of the notes, (ii)
prepayment of the notes, or (iii) the sale of the Company. The original
issue discount of $4.1 million on this non-interest bearing note at a market
interest rate of 12% is being amortized over the life of the notes. The
remaining balance of $2.9 million is included in the Consolidated Balance
Sheet as of September 28, 2003.
These credit facilities contain covenants regarding minimum levels of Earnings
before Interest, Taxes, Depreciation and Amortization ("EBITDA"), maximum total
debt to EBITDA, maximum senior debt to EBITDA, minimum EBITDA to cash interest
and minimum shareholders' equity. Certain covenants included in the credit
facilities were amended in conjunction with the liquidation of Burgundy, as
discussed in Note 4, in order to account for the recording of the related
restructuring charge. The Company is in compliance with its covenants at
September 28, 2003. The bank facilities also place restrictions on the amounts
the Company may expend on acquisitions and purchases of treasury stock and
currently prohibit the payment of dividends.
Minimum annual maturities are as follows: (in thousands)
Fiscal Revolver Senior Notes Sub Notes PIK Notes Total
------ -------- ------------ --------- --------- -------
2004 $ -- $ 2,000 $ -- $ -- $ 2,000
2005 -- 2,000 -- -- 2,000
2006 2,218 2,500 -- -- 4,718
2007 -- 3,500 -- -- 3,500
2008 -- -- 24,000* 541 24,541
------- ------- ------- ------- -------
Total $ 2,218 $10,000 $24,000 $ 541 $36,759
======= ======= ======= ======= =======
*Includes $8 million non-interest bearing note issued at an original issue
discount of $4.1 million.
As part of its refinancing on July 23, 2001, the Company issued to its lenders
warrants for non-voting common stock that are convertible into common stock
equivalent to approximately 65% of the shares of the Company on a fully diluted
basis at a price of 11.3 cents per share. The warrants are currently exercisable
and non-callable and expire six years from their date of issuance. The value of
the warrants of $2.4 million using the Black-Scholes option pricing model was
credited to additional paid-in capital in the second quarter of fiscal 2002.
7
6. Stock Options The Company accounts for its stock option plans using the
intrinsic value method established by APB Opinion No. 25, "Accounting for
Stock Issued to Employees", and its related interpretations. Accordingly, no
compensation cost has been recognized in the Company's financial statements
for its stock based compensation plans. The Company complies with the
disclosure requirements of SFAS No. 123, "Accounting for Stock Based
Compensation", as amended by SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure", which requires pro forma
disclosure regarding net earnings and earnings per share determined as if
the Company had accounted for employee stock options using the fair value
method of that statement.
Had compensation costs for the Company's stock option plans been determined
based on the fair value at the grant date, consistent with the method under
SFAS No. 123, the Company's net income and income per share would have been
as indicated below (in thousands, except per share data):
Three months ended Six months ended
September 28, September 29, September 28, September 29,
2003 2002 2002 2003
------------- ------------- ------------- -------------
Net income, as reported $ 924 $ 2,079 $ 810 $ 1,386
Deduct: Total stock-based employee
compensation expense determined
under fair value based method for all awards (5) (4) (15) (5)
--------- --------- --------- ---------
Pro forma net income $ 919 $ 2,075 $ 795 $ 1,381
========= ========= ========= =========
Income per share:
Basic - as reported $ 0.10 $ 0.22 $ 0.09 $ 0.15
Basic - pro forma 0.10 0.22 0.08 0.15
Diluted - as reported 0.04 0.09 0.04 0.06
Diluted - pro forma 0.04 0.09 0.04 0.06
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
THREE-MONTH PERIOD ENDED SEPTEMBER 28, 2003 COMPARED TO THE THREE-MONTH PERIOD
ENDED SEPTEMBER 29, 2002
Total net sales for the second quarter of fiscal year 2004 decreased by $6.4
million, or 22.5%, to $22.0 million from $28.4 million for the second quarter of
fiscal year 2003. Net sales of throws decreased $94,000, or 13.1%, to $624,000,
as sales of high-end luxury throws have been negatively impacted by the recent
downturn in the economy. Net sales of infant and juvenile products decreased by
$6.3 million, or 22.8%, to $21.4 million. The decline in sales is attributable
to changes in buying patterns by several customers, some of whom lowered on-hand
inventory levels in response to the sluggish economy, and changes in internal
business strategies. Also, during the second quarter of fiscal 2003, the Company
shipped several new product placements to key customers, which were not repeated
at the same levels in the current year. The Company's Pillow Buddies(R) business
has been comparatively weaker in the current year because seasonal retail
dollars have not been allocated to the product for shipment in the second
quarter and increased competition for character licenses has driven royalty
commitments higher than management is comfortable guaranteeing. In addition, a
marketing decision by Disney Consumer Products to take one of its brands direct
to retail beginning in early 2004 has caused the retailers currently offering
this brand to begin reducing their purchase volumes.
During the second quarter of fiscal year 2004, cost of sales increased to 77.9%
of net sales from 76.2% for the same period in fiscal year 2003. The gross
margin shortfall is directly related to the reduction in sales.
8
Marketing and administrative expenses decreased by $630,000, or 18.2%, in the
current year quarter compared to the same quarter in the prior year and were
12.8% of net sales for the current quarter compared to 12.2% for the
corresponding quarter of the prior year. Savings in commissions, advertising and
tradeshow expenditures and compensation totaled $452,000, and savings due to the
closure of Burgundy totaled $130,000.
Interest expense for the second quarter of fiscal year 2004 decreased by
$154,000 because of a lower average debt balance and reduced interest rates.
Income tax expense for the quarter ended September 28, 2003 includes a provision
of $18,000 for federal alternative minimum taxes and state and local income
taxes of $70,000. For the quarter ended September 29, 2002, the Company recorded
income tax expense of $28,000 related to federal alternative minimum taxes and
$55,000 related to estimated state and local taxes. Income tax expense for both
periods was reduced by the utilization of a portion of the Company's net
operating loss carryforwards.
SIX-MONTH PERIOD ENDED SEPTEMBER 28, 2003 COMPARED TO THE SIX-MONTH PERIOD ENDED
SEPTEMBER 29, 2002
Total net sales for the six months ended September 28, 2003 decreased by $5.9
million, or 12.7%, to $40.5 million from $46.3 million for the same period in
fiscal year 2003. Net sales of throws decreased by $209,000, or 16.7%, to $1.0
million, as sales volumes of high-end luxury throws have been negatively
impacted by the recent downturn in the economy. Net sales of infant and juvenile
products decreased by $5.7 million, or 12.5%, to $39.4 million. The decline in
sales, which occurred primarily in the second quarter, is attributable to
changes in buying patterns by several customers, some of whom lowered on-hand
inventory levels in response to the sluggish economy, and changes in internal
business strategies. Also, during the second quarter of fiscal 2003, the Company
shipped several new product placements to key customers, which were not repeated
at the same levels in the current year. The Company's Pillow Buddies(R) business
has been comparatively weaker in the current year because seasonal retail
dollars have not been allocated to the product for shipment in the second
quarter and increased competition for character licenses has driven royalty
commitments higher than management is comfortable guaranteeing. In addition, a
marketing decision by Disney Consumer Products to take one of its brands direct
to retail beginning in early 2004 has caused the retailers currently offering
this brand to begin reducing their purchase volumes.
During the six months ended September 28, 2003, cost of sales increased to 77.7%
of net sales from 77.6% for the same period in fiscal year 2003. Savings in
sourcing were offset by the impact of the decreased revenue.
Marketing and administrative expenses decreased by $629,000, or 9.5%, in the
current year compared to the same period in the prior fiscal year and were 14.8%
of net sales for the current year compared to 14.3% for the corresponding period
of the prior year. Savings in labor and commissions expenses were offset by
costs related to the Company's Delaware reincorporation of approximately
$260,000.
Interest expense for the six months ended September 28, 2003 decreased by
$293,000 because of a lower average debt balance and reduced interest rates.
Income tax expense for the six months ended September 28, 2003 includes a
provision for federal alternative minimum taxes of $31,000 and state and local
income taxes of $137,000. For the six months ended September 29, 2002, the
Company recorded income tax expense of $32,000 related to federal taxes,
including alternative minimum taxes, and $72,000 related to estimated state and
local taxes. Income tax expense for both periods was reduced by the utilization
of a portion of the Company's net operating loss carryforwards.
FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES
Net cash used in operating activities was $0.3 million for the six months ended
September 28, 2003 compared to net cash used by operating activities of $0.9
million for the six months ended September 29, 2002. Net cash provided by
investing activities was $0.1 million compared to net cash used in investing
activities of $0.2 million in the prior year period. Net cash provided by
financing activities was $34,000 compared to net cash provided by financing
activities of $1.1 million in the prior year period.
9
The Company's ability to make scheduled payments of principal, to pay the
interest on or to refinance its maturing indebtedness, to fund capital
expenditures or to comply with its debt covenants will depend upon future
performance. The Company's future performance is, to a certain extent, subject
to general economic, financial, competitive, legislative, regulatory and other
factors beyond its control. Based upon the current level of operations, the
Company believes that cash flow from operations together with revolving credit
availability will be adequate to meet liquidity needs.
To reduce its exposure to credit losses and to enhance its cash flow, the
Company factors the majority of its trade accounts receivable. The Company's
factor establishes customer credit lines and accounts for and collects
receivable balances. The factor remits payment to the Company on the average due
dates of the factored invoices. The factor assumes all responsibility for credit
losses on sales within approved credit lines, but may deduct from its
remittances to the Company the amounts of customer deductions for returns,
allowances, disputes and discounts. The Company's factor at any time may
terminate or limit its approval of shipments to a particular customer. If such a
termination occurs, the Company may either assume the credit risks for shipments
after the date of such termination or cease shipments to such customer.
FORWARD-LOOKING INFORMATION
This Form 10-Q contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Such statements are based upon
management's current expectations, projections, estimates and assumptions. Words
such as "expects," "believes," "anticipates" and variations of such words and
similar expressions identify such forward-looking statements. Forward-looking
statements involve known and unknown risks and uncertainties that may cause
future results to differ materially from those suggested by the forward-looking
statements. These risks include, among others, general economic conditions,
changing competition, the level and pricing of future orders from the Company's
customers, the Company's dependence upon third-party suppliers, including some
located in foreign countries with unstable political situations, the Company's
ability to successfully implement new information technologies and the Company's
dependence upon licenses from third parties.
ITEM 3 - QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
The Company is exposed to market risk from changes in interest rates on debt and
changes in commodity prices. The exposure to interest rate risk relates to its
floating rate debt, $2.2 million of which was outstanding at September 28, 2003
compared to $1.8 million at March 30, 2003. Each 1.0 percentage point increase
in interest rates would impact pretax earnings by $22,000 at the debt level of
September 28, 2003 and $18,000 at the debt level of March 30, 2003. The exposure
to commodity price risk primarily relates to changes in the price of cotton,
which is a principal raw material used in a substantial number of the Company's
products.
ITEM 4 - CONTROLS AND PROCEDURES
The Company's Chief Executive Officer and Chief Financial Officer have evaluated
the effectiveness of the Company's disclosure controls and procedures (as such
term is defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange
Act of 1934, as amended (the "Exchange Act")) as of a date within 90 days prior
to the filing date of this quarterly report (the "Evaluation Date"). Based on
such evaluation, such officers have concluded that, as of the Evaluation Date,
the Company's disclosure controls and procedures are effective in alerting them
on a timely basis to material information relating to the Company (including its
consolidated subsidiaries) required to be included in the Company's periodic
filings under the Exchange Act.
Since the Evaluation Date, there have not been any significant changes in the
Company's internal controls or in other factors that could significantly affect
such controls.
10
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings
From time to time, the Company is involved in various legal proceedings relating
to claims arising in the ordinary course of its business. Neither the Company
nor any of its subsidiaries is a party to any such legal proceeding the outcome
of which, individually or in the aggregate, is expected to have a material
adverse effect on the Company's financial condition or results of operations.
Item 2 - Changes in Securities and Use of Proceeds
None
Item 3 - Defaults Upon Senior Securities
None
Item 4 - Submission of Matters to a Vote of Security Holders
The Annual Meeting of Shareholders of the Company was held on November
6, 2003 at the Company's corporate headquarters in Gonzales, Louisiana. The
proposals set forth below were voted on at the meeting with the following
results:
1. Approval and adoption of a certificate of ownership and merger
pursuant to which the Company will merge with and into Crown Crafts
Merger Sub, Inc., a newly formed Delaware corporation and wholly
owned subsidiary of the Company ("Merger Sub"), with Merger Sub
being the surviving corporation. In the merger, each outstanding
share of common stock, par value $1.00 per share, of the Company
will be converted into one share of common stock, par value $0.01
per share, of Merger Sub. Upon completion of the merger, the
surviving corporation will be named "Crown Crafts, Inc." The results
were as follows:
For 5,416,597
Against 2,700,780
Abstain 95,089
Broker Non-votes 1,292,471
2. Election of three members to the board of directors to hold office
for a three-year term. The results were as follows:
Director Nominee For Authority Withheld Broker Non-votes
---------------- --------- ------------------ ----------------
Sidney Kirschner 6,681,307 2,582,051 241,579
Zenon S. Nie 6,682,507 2,580,851 241,579
William P. Payne 6,683,081 2,580,277 241,579
3. Ratification and approval of director and officer indemnification
agreements. The results were as follows:
For 6,440,944
Against 2,673,663
Abstain 148,751
Broker Non-votes 241,579
11
4. Ratification of appointment of Deloitte & Touche LLP as the
independent auditors of the Company or, in the event the merger is
approved, as the independent auditors of Merger Sub, in each case
for the fiscal year ending March 28, 2004. The results were as
follows:
For 6,693,467
Against 2,477,025
Abstain 92,866
Broker Non-votes 241,579
5. Transaction of such other business as may properly come before the
annual meeting or any adjournments or postponements thereof. The
results were as follows:
For 6,477,062
Against 2,549,464
Abstain 236,832
Broker Non-votes 241,579
Each of the foregoing proposals was set forth and described in the
Notice of Annual Meeting and Proxy Statement/Prospectus of the Company dated
September 3, 2003.
Item 5 - Other Information
None
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits
31.1 Rule 13a-14(a)/15d-14(a) Certification by the Company's Chief
Executive Officer
31.2 Rule 13a-14(a)/15d-14(a) Certification by the Company's Chief
Financial Officer
32.1 Section 1350 Certification by the Company's Chief Executive
Officer
32.2 Section 1350 Certification by the Company's Chief Financial
Officer
(b) Reports on Form 8-K
The Company filed the following Current Reports on Form 8-K during the
quarter ended September 28, 2003:
(1) The Company's Current Report on Form 8-K filed with the SEC on
August 13, 2003, setting forth under Item 5 of such report an
Amended and Restated Rights Agreement dated as of August 6, 2003.
(2) The Company's Current Report on Form 8-K filed with the SEC on
August 13, 2003, setting forth under Item 12 of such report a press
release discussing the Company's financial results for the first
quarter of fiscal year 2004, which ended June 29, 2003.
12
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CROWN CRAFTS, INC.
Date: November 12, 2003 /s/ Amy Vidrine Samson
----------------------- --------------------------------------
AMY VIDRINE SAMSON
Chief Financial Officer
(duly authorized signatory and
Principal Financial and Accounting
Officer)
13
Index to Exhibits
Exhibit
Number Description
- ------ -----------
31.1 Rule 13a-14(a)/15d-14(a) Certification by the Company's Chief
Executive Officer
31.2 Rule 13a-14(a)/15d-14(a) Certification by the Company's Chief
Financial Officer
32.1 Section 1350 Certification by the Company's Chief Executive
Officer
32.2 Section 1350 Certification by the Company's Chief Financial
Officer
14