SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from _______________ to _____________
Commission file number 033-64499
A. Full title of the plan and address of the plan, if different
from that of the issuer named below:
Crown Crafts, Inc. 401(k) Retirement Savings Plan
B. Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office:
Crown Crafts, Inc.
1600 RiverEdge Parkway
Suite 200
Atlanta, Georgia 30328
CROWN CRAFTS, INC. 401(k) RETIREMENT SAVINGS PLAN
FINANCIAL STATEMENTS AND AUDIT REPORT
DECEMBER 31, 2000
CROWN CRAFTS, INC. 401(K) RETIREMENT SAVINGS PLAN
CONTENTS
REPORT OF INDEPENDENT ACCOUNTANTS 1
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS 2
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS 3
NOTES TO FINANCIAL STATEMENTS 4/8
SUPPLEMENTAL SCHEDULE
Schedule of Assets Held for Investment Purposes at End of Year 10
HENDRY & DECOSIMO
[LETTERHEAD]
REPORT OF INDEPENDENT ACCOUNTANTS
The Administrative Committee
The Crown Crafts, Inc. 401(k) Retirement Savings Plan
We have audited the statements of net assets available for benefits of The Crown
Crafts, Inc. 401(k) Retirement Savings Plan (the Plan) as of December 31, 2000
and 1999, and the related statement of changes in net assets available for
benefits for the year ended December 31, 2000. These financial statements are
the responsibility of the Administrative Committee. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 2000 and 1999, and the changes in its net assets available for
benefits for the year ended December 31, 2000, in conformity with accounting
principles generally accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes at end of year is presented for purposes of additional
analysis and is not a required part of the basic financial statements but is
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental schedule has been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
/s/ Hendry & Decosimo, LLP
Dalton, Georgia
June 25, 2001
1
CROWN CRAFTS, INC. 401(K) RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2000 AND 1999
2000 1999
ASSETS
Investments $ 9,380,862 $ 11,293,221
------------ ------------
Contributions Receivable -
Sponsor -- 225,603
Participants 81,834 216,303
------------ ------------
81,834 441,906
------------ ------------
Total Assets 9,462,696 11,735,127
LIABILITIES
Payable to Sponsor 22,309 --
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $ 9,440,387 $ 11,735,127
============ ============
The accompanying notes are an integral part of the financial statements.
2
CROWN CRAFTS, INC. 401(K) RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 2000
ADDITIONS
Investment Income
Interest and Dividends $ 1,391,149
Net Depreciation in Fair Value of Investments (2,947,702)
-------------
(1,556,553)
-------------
Contributions
Sponsor 518,735
Rollovers 129,517
Participants 1,538,108
-------------
2,186,360
-------------
Total Additions 629,807
DEDUCTIONS
Benefits Paid to Participants 2,924,547
-------------
NET DECREASE (2,294,740)
NET ASSETS AVAILABLE FOR BENEFITS
BEGINNING OF YEAR 11,735,127
-------------
END OF YEAR $ 9,440,387
=============
The accompanying notes are an integral part of the financial statements.
3
CROWN CRAFTS, INC. 401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - PLAN DESCRIPTION
The following description of The Crown Crafts, Inc. 401(k) Retirement Savings
Plan provides only general information. Participants should refer to the Plan
agreement for a more complete description of the Plan's provisions.
GENERAL - The Plan is a defined contribution retirement savings plan with a cash
or deferred arrangement covering substantially all employees of Crown Crafts,
Inc. and affiliates (the sponsor) meeting minimum age and service requirements.
The Plan is subject to the provisions of the Employee Retirement Income Security
Act of 1974 (ERISA). The Plan was established effective January 1, 1996, and
initial contributions were made into the trust fund in January, 1996. The Plan
was amended on September 22, 1997, to provide for the entry of employees of
acquired and affiliated companies. On October 1, 1998, the Plan changed trustees
and as of December 31, 2000, it offers participants ten investment options which
consist of shares of the sponsor's common stock and nine portfolios of mutual
funds managed by Putnam Investments.
CONTRIBUTIONS - The Plan allows contributions by participating employees of an
amount equal to not less than 1% and not greater than 15% of their eligible
compensation. Matching contributions are made at the discretion of the sponsor.
The sponsor matches participants' elective contributions at the rate of 100% of
the first 2% and 50% of the next 1% of compensation deferred by each
participant. The participants direct their elective contributions and related
matching contributions to several investment options. All contributions are
limited to the maximum amount deductible under the applicable provisions of the
Internal Revenue Code of 1986 (the Code).
PARTICIPANT ACCOUNTS - Each participant's account is credited with the
participant's contribution, the sponsor's matching contribution, and earnings
thereon less administrative expenses. Each participant has a fully vested,
nonforfeitable right to all amounts credited to his account under the elective
salary reduction portion of the Plan. Each participant's right in sponsor
contributions vests ratably over a five year period. Forfeitures are applied to
reduce the sponsor's matching contribution.
PARTICIPANT LOANS - Participants may borrow from their fund accounts a minimum
of $1,000, or such lesser amount as established by the Administrative Committee,
up to a maximum equal to the lesser of $50,000 or 50% of their account balance.
Loan transactions are treated as a transfer to (from) the investment funds from
(to) Participant Loans. Loan terms range up to 5 years or up to 10 years for the
purchase of a primary residence. The loans are secured by the balance in the
participant's account and bear interest at a rate commensurate with local
prevailing rates as determined by the Administrative Committee. Principal and
interest are paid ratably through monthly payroll deductions.
4
CROWN CRAFTS, INC. 401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - PLAN DESCRIPTION - continued
VESTING - Participants are immediately vested in their contributions plus actual
earnings thereon. Vesting in the sponsor's matching and discretionary
contribution portion of their accounts plus actual earnings thereon is based on
years of continuous service based on the following schedule:
NON-
COMPLETED FORFEITABLE
YEAR OF SERVICE PERCENTAGE
Less than 1 0 %
1 20 %
2 40 %
3 60 %
4 80 %
5 100 %
PAYMENT OF BENEFITS - Upon service or disability retirement, death or
termination, the participant or beneficiary will receive a lump-sum amount equal
to the value of the participant's vested account.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The significant accounting policies and practices followed by the Plan are as
follows:
BASIS OF ACCOUNTING - The financial statements of the Plan are prepared under
the accrual method of accounting.
INVESTMENT VALUATION AND INCOME RECOGNITION - The Plan's investments are stated
at fair value. Shares of registered investment companies and units of the
collective investment trust are valued at quoted market prices which represent
the net asset value of shares held by the Plan at year end. The company stock is
valued at its quoted market price. Participant loans are valued at cost which
approximates fair value.
Purchases and sales of securities are recorded on a trade-date basis. Interest
income is recorded on the accrual basis. Dividends are recorded on the
ex-dividend date.
NET APPRECIATION (DEPRECIATION) IN THE FAIR VALUE OF INVESTMENTS - The Plan
presents in the statement of changes in net assets available for benefits the
net appreciation and depreciation in the fair value of its investments, which
consists of the realized gains and losses and the unrealized appreciation and
depreciation on those investments.
5
CROWN CRAFTS, INC. 401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
RISKS AND UNCERTAINTIES - The Plan's investments consist of a combination of
investment securities which are exposed to various risks, such as interest rate,
market and credit. Due to the level of risk associated with certain investment
securities and the level of uncertainty related to changes in the value of
investment securities, it is at least reasonably possible that changes in risks
in the near term would materially affect participants' account balances and the
amounts reported in the financial statements.
PAYMENT OF BENEFITS - Benefits are recorded when paid. As of December 31, 2000,
$3,940,318 has been allocated to participants who have elected to withdraw from
the Plan but have not been paid.
FORFEITED ACCOUNTS - As of December 31, 2000, forfeited nonvested accounts
totaled $133,178. These accounts are used to reduce future sponsor
contributions.
ESTIMATES - The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts and disclosures. Accordingly,
actual results may differ from those estimates.
RECLASSIFICATIONS - Certain reclassifications have been made to the prior year's
financial statement to conform with the current year presentation.
NOTE 3 - INVESTMENTS
Investments consist of the following, and those investments that represent 5% or
more of the Plan's net assets as of December 31, 2000 and 1999, are separately
identified.
2000 1999
COMMON STOCK $ 7,093 $ 106,068
------------ ------------
COLLECTIVE INVESTMENT TRUST
Putnam Stable Value Fund 910,549 976,673
------------ ------------
MUTUAL FUNDS
Putnam Asset Allocation Conservative Portfolio 673,319 640,490
Putnam Asset Allocation Balanced Portfolio 1,107,469 1,224,798
Putnam Asset Allocation Growth Portfolio 2,277,985 2,990,592
Putnam Voyager Fund 1,010,370 948,069
Putnam New Opportunities Fund 2,553,079 3,772,829
Other Funds 611,718 418,873
------------ ------------
8,233,940 9,995,651
------------ ------------
PARTICIPANT LOANS 229,280 214,829
------------ ------------
$ 9,380,862 $ 11,293,221
============ ============
6
CROWN CRAFTS, INC. 401(k) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 3 - INVESTMENTS - continued
During 2000, the plan's investments (including gains and losses on investments
bought, sold and held during the year) depreciated in value as follows:
Common Stock $ 87,801
Mutual Funds 2,859,901
-----------
$ 2,947,702
===========
NOTE 4 - TAX STATUS
The Plan obtained its latest determination letter on April 14, 1998, in which
the Internal Revenue Service stated that the Plan, as then designed, was in
compliance with the applicable requirements of the Internal Revenue Code. The
Plan has been amended since receiving the determination letter. However, the
Plan administrator and the Plan's tax counsel believe that the Plan is currently
designed and being operated in compliance with the applicable requirements of
the Internal Revenue Code. Therefore, no provision for income taxes has been
included in the Plan's financial statements.
NOTE 5 - PLAN TERMINATION
Although it has not expressed any intent to do so, the sponsor has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA. In the event of Plan termination,
participants will become 100% vested in their accounts.
NOTE 6 - RELATED PARTY TRANSACTIONS
The plan sponsor pays all the administrative expenses incurred by the Plan.
NOTE 7 - PARTIAL TERMINATION
On November 15, 2000, the plan sponsor sold its woven products division to
Mohawk Industries, Inc. Most of the employees of the woven products division
became employees of Mohawk Industries, Inc. as of that date. On December 29,
2000, the Plan sponsor terminated a substantial part of its workforce in its
North Carolina manufacturing plant. As a result of these events, the Plan has
experienced a partial termination during the current year. Plan participants
terminated as part of the events above will become fully vested in their
accounts. The remaining Plan participants will continue to be vested according
to the provisions in the Plan document.
7
CROWN CRAFTS, INC. 401(k) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 8 - RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for plan benefits per
the financial statements to the Form 5500:
2000 1999
Net assets available for plan benefits per the financial statements $ 9,440,387 $ 11,735,127
Participant Contribution Receivable (81,834)
Payable to Sponsor 22,309 --
------------ ------------
Net assets available for plan benefits per Form 5500 $ 9,380,862 $ 11,735,127
============ ============
The following is a reconciliation of participant and employer contributions per
the financial statements to the Form 5500:
2000
Participant contributions per the financial statements $ 1,538,108
Participant Contribution Receivable (81,834)
------------
Participant contributions per the Form 5500 $ 1,456,274
============
Employer contributions per the financial statements $ 518,735
Payable to Sponsor 22,309
------------
Employer contributions per the Form 5500 $ 541,044
============
NOTE 9 - SUBSEQUENT EVENT
As of April 1, 2001, the term for a participant loan to purchase a primary
residence has been limited to a maximum of 5 years and the interest rate for
all loans has been changed to a Prime Rate plus 1% as listed in the Wall Street
Journal on the first business day of the month in which the loan is requested.
As of May 15, 2001 the Administrative Committee for the Plan has determined that
Crown Crafts Stock will be closed as an Investment Product under the Plan.
8
SUPPLEMENTAL SCHEDULE
CROWN CRAFTS, INC. 401(k) RETIREMENT SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR
SCHEDULE H, PART IV, LINE 4(i) FORM 5500
DECEMBER 31, 2000
EMPLOYER IDENTIFICATION NUMBER: 58-0678148 PLAN NUMBER: 001
- --------------------------------------------------------------------------------
CURRENT
IDENTITY OF ISSUER DESCRIPTION OF INVESTMENT COST VALUE
COMMON STOCKS
* Crown Crafts, Inc. Common Stock ** $ 7,093
-----------
COLLECTIVE INVESTMENT TRUST:
* Putnam Investments Putnam Stable Value Fund ** 910,549
-----------
MUTUAL FUNDS
* Putnam Investments Putnam Diversified Income Trust ** 85,631
* Putnam Investments Putnam Asset Allocation: Conservative Portfolio ** 673,319
* Putnam Investments Putnam Asset Allocation: Balanced Portfolio ** 1,107,469
* Putnam Investments Putnam International Growth Portfolio ** 2,277,985
* Putnam Investments Putnam International Growth Fund ** 465,310
* Putnam Investments Putnam Voyager Fund ** 1,010,370
* Putnam Investments Putnam New Opportunities Fund ** 2,553,079
* Putnam Investments Putnam Growth and Income Fund ** 60,777
-----------
8,233,940
-----------
PARTICIPANT LOANS
* Participant Loans 8.25% - 10.00% Notes Receivable from Participants ** 229,280
-----------
TOTAL
INVESTMENTS $ 9,380,862
===========
* A party-in-interest as defined by ERISA.
** Cost omitted for participant directed investments.
10
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934,
the administrative committee members have duly caused this annual report to be
signed on its behalf by the undersigned hereunto duly authorized.
CROWN CRAFTS, INC
401(k) REFINEMENT SAVINGS PLAN
By: /s/ Carl Texter
---------------------------------------
Carl Texter
Date: June 29, 2001.