þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 58-0678148 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
July 2, 2006 | April 2, 2006 | |||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 7,578 | $ | 3,790 | ||||
Accounts receivable (net of allowances of $983 at July 2, 2006 and $1,164 at April 2, 2006) |
||||||||
Due from factor |
9,613 | 12,465 | ||||||
Other |
2,597 | 1,992 | ||||||
Inventories, net |
13,524 | 9,742 | ||||||
Prepaid expenses |
1,058 | 1,177 | ||||||
Deferred income taxes |
990 | 990 | ||||||
Total current assets |
35,360 | 30,156 | ||||||
Property, plant and equipment at cost: |
||||||||
Land, buildings and improvements |
1,375 | 1,375 | ||||||
Machinery and equipment |
2,447 | 2,459 | ||||||
Furniture and fixtures |
649 | 649 | ||||||
4,471 | 4,483 | |||||||
Less accumulated depreciation |
3,033 | 2,945 | ||||||
Property, plant and equipment net |
1,438 | 1,538 | ||||||
Other assets: |
||||||||
Goodwill, net |
22,884 | 22,974 | ||||||
Deferred income taxes |
2,926 | 3,397 | ||||||
Other |
197 | 114 | ||||||
Total other assets |
26,007 | 26,485 | ||||||
Total Assets |
$ | 62,805 | $ | 58,179 | ||||
LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 5,945 | $ | 3,511 | ||||
Accrued wages and benefits |
1,306 | 942 | ||||||
Accrued royalties |
1,095 | 559 | ||||||
Other accrued liabilities |
550 | 367 | ||||||
Current maturities of long-term debt |
33 | 36 | ||||||
Total current liabilities |
8,929 | 5,415 | ||||||
Non-current liabilities: |
||||||||
Long-term debt |
24,123 | 23,922 | ||||||
Total non-current liabilities |
24,123 | 23,922 | ||||||
Commitments and contingencies |
| | ||||||
Shareholders equity: |
||||||||
Common stock par value $0.01 per share; 74,000,000 shares authorized; 9,505,937 shares
outstanding at July 2, 2006 and April 2, 2006 |
95 | 95 | ||||||
Additional paid-in capital |
38,244 | 38,244 | ||||||
Accumulated deficit |
(8,586 | ) | (9,497 | ) | ||||
Total shareholders equity |
29,753 | 28,842 | ||||||
Total Liabilities and Shareholders Equity |
$ | 62,805 | $ | 58,179 | ||||
July 2, | July 3, | |||||||
2006 | 2005 | |||||||
Net sales |
$ | 16,164 | $ | 13,659 | ||||
Cost of products sold |
11,584 | 10,692 | ||||||
Gross profit |
4,580 | 2,967 | ||||||
Marketing and administrative expenses |
2,450 | 2,468 | ||||||
Income from operations |
2,130 | 499 | ||||||
Other income (expense): |
||||||||
Interest expense |
(723 | ) | (802 | ) | ||||
Other net |
119 | 42 | ||||||
Income (loss) before income taxes |
1,526 | (261 | ) | |||||
Income tax expense |
615 | 8 | ||||||
Net income (loss) |
$ | 911 | $ | (269 | ) | |||
Basic income (loss) per share |
$ | 0.10 | $ | (0.03 | ) | |||
Diluted income (loss) per share |
$ | 0.04 | $ | (0.03 | ) | |||
Weighted average shares
outstanding basic |
9,506 | 9,506 | ||||||
Weighted average shares
outstanding diluted |
22,137 | 9,506 | ||||||
2
July 2, | July 3, | |||||||
2006 | 2005 | |||||||
Operating activities: |
||||||||
Net income (loss) |
$ | 911 | $ | (269 | ) | |||
Adjustments to reconcile net income to net cash
provided by operating activities: |
||||||||
Depreciation of property, plant and equipment |
117 | 109 | ||||||
Goodwill write-off |
90 | | ||||||
Deferred income taxes |
471 | | ||||||
Gain on sale of property, plant and equipment |
(11 | ) | | |||||
Discount accretion |
207 | 183 | ||||||
Changes in assets and liabilities |
||||||||
Accounts receivable |
2,247 | 5,111 | ||||||
Inventories, net |
(3,782 | ) | (3,195 | ) | ||||
Prepaid expenses |
119 | 110 | ||||||
Other assets |
(83 | ) | (6 | ) | ||||
Accounts payable |
2,434 | 1,957 | ||||||
Accrued liabilities |
1,083 | 136 | ||||||
Net cash provided by operating activities |
3,803 | 4,136 | ||||||
Investing activities: |
||||||||
Capital expenditures |
(17 | ) | (195 | ) | ||||
Proceeds from disposition of assets |
11 | | ||||||
Net cash used in investing activities |
(6 | ) | (195 | ) | ||||
Financing activities: |
||||||||
Payment of long-term borrowing |
(9 | ) | (4,503 | ) | ||||
Net cash used in financing activities |
(9 | ) | (4,503 | ) | ||||
Net increase (decrease) in cash and cash equivalents |
3,788 | (562 | ) | |||||
Cash and cash equivalents at beginning of period |
3,790 | 955 | ||||||
Cash and cash equivalents at end of period |
$ | 7,578 | $ | 393 | ||||
Supplemental cash flow information: |
||||||||
Income taxes received |
$ | | $ | (41 | ) | |||
Interest paid |
389 | 679 |
3
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 July 2, 2006 and the results of its operations and cash flows for the periods presented. Such adjustments include normal recurring accruals. Operating results for the three-month period ended July 2, 2006 are not necessarily indicative of the results that may be expected for the year ending April 1, 2007. 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 April 2, 2006 of the Company. | |
Revenue Recognition: Sales are recorded when goods are shipped to customers and are reported net of allowances for estimated returns and allowances in the consolidated statement of income. Allowances for returns are estimated based on historical rates. Allowances for returns, advertising allowances, warehouse allowances and volume rebates are netted against sales. These allowances are recorded commensurate with sales activity and the cost of such allowances is netted against sales in reporting the results of operations. Shipping and handling costs, net of amounts reimbursed by customers, are relatively insignificant and are included in net sales. | ||
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. Significant estimates are made with respect to the allowances related to accounts receivable for customer deductions for returns, allowances, and disputes. The Company has a certain amount of discontinued and irregular raw materials and finished goods which necessitate the establishment of inventory reserves which are highly subjective. Actual results could differ from those estimates. | ||
Segment and Related Information: The Company operates primarily in one principal segment, infant and juvenile products. These products consist of infant bedding, bibs and soft goods. | ||
Impairment of Long-lived Assets, Identifiable Intangibles and Goodwill: The Company reviews for impairment of long-lived assets and certain identifiable intangibles whenever events or changes in circumstances indicate that the carrying amount of any asset may not be recoverable. In the event of impairment, the asset is written down to its fair market value. Assets to be disposed of, if any, are recorded at the lower of net book value or fair market value less cost to sell at the date management commits to a plan of disposal and are classified as assets held for sale on the consolidated balance sheet. | ||
Goodwill, which represents the unamortized excess of purchase price over fair value of net identifiable assets acquired in business combinations, was amortized through March 31, 2002 using the straight-line method over periods of up to 30 years. The Company discontinued amortization of goodwill effective April 1, 2002. The Company reviews the carrying value of goodwill annually and sooner if facts and circumstances suggest that the asset may be impaired. Impairment of goodwill and write-downs, if any, are measured based on estimates of future cash flows. Goodwill is stated net of accumulated amortization of $6.4 million and $6.3 million at July 2, 2006 and April 2, 2006, respectively. The Company performed fair value based impairment tests on its goodwill in accordance with Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets. With the exception of goodwill related to Churchill Weavers, Inc. (Churchill), the Company determined that the fair value exceeded the recorded value at April 4, 2005 and April 3, 2006. Churchills goodwill of $90,000 was written off in June 2006 due to its decline in sales volume and profitability in recent years which were indicative of an impairment. |
4
Provision for Income Taxes: The provisions for income taxes include all currently payable federal, state and local taxes that are based upon the Companys taxable income and the change during the fiscal year in net deferred income tax assets and liabilities. The Company provides for deferred income taxes based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates that will be in effect when the differences are expected to reverse. For the three-month period ended July 3, 2005, deferred tax assets were offset by a valuation allowance as available evidence did not indicate that the assets would be realized. In the fourth quarter of fiscal 2006, the Company determined that, due to taxable earnings generated in recent years, it is more likely than not that the benefit would be realized prior to the expiration of its $11.2 million net operating loss carryforward and consequently the valuation account was removed. | ||
Allowances Against Accounts Receivable: The Companys allowances against accounts receivable are primarily contractually agreed upon deductions for items such as advertising and warehouse allowances and volume rebates. These deductions are recorded throughout the year commensurate with sales activity. Funding of the majority of the Companys allowances occurs on a per-invoice basis. | ||
The allowances for customer deductions, which are netted against accounts receivable in the consolidated balance sheets, consist of agreed upon advertising support, markdowns and warehouse and other allowances. Consistent with the guidance provided in EITF 01-9, all such allowances are recorded as direct offsets to sales and such costs are accrued commensurate with sales activities. When a customer requests deductions, the allowances are reduced to reflect such payments. | ||
The Company analyzes the components of the allowances for customer deductions monthly and adjusts the allowances to the appropriate levels. The timing of the customer initiated funding requests for advertising support can cause the net balance in the allowance account to fluctuate from period to period. The timing of such funding requests should have no impact on the consolidated statements of income since such costs are accrued commensurate with sales activity. | ||
Royalty Payments: The Company has entered into agreements that provide for royalty payments based on a percentage of sales with certain minimum guaranteed amounts. These royalty amounts are accrued based upon historical sales rates adjusted for current sales trends by customers. Total royalty expenses included in cost of sales amounted to $1 million in each of the three months ended July 2, 2006 and July 3, 2005, respectively. | ||
Stock-Based Compensation: In December 2004, the Financial Accounting Standards Board (FASB) issued SFAS No. 123 (R), Share Based Payment. SFAS No. 123 (R) supersedes Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, and amends SFAS No. 95, Statement of Cash Flows. SFAS No. 123 (R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. As permitted by SFAS No. 123, prior to April 3, 2006, the Company accounted for share-based payments to employees using the intrinsic value method and, as such, generally recognized no compensation expense for employee stock options. The Company has adopted SFAS No. 123 (R) effective April 3, 2006 using the modified-prospective method. Under the modified-prospective method, the prior periods financial statements are not restated. As no employee stock options were granted in the current period and the amount of nonvested options outstanding were insignificant, the adoption of SFAS No. 123 (R) had no material impact on the Companys results of operations for the quarter ended July 2, 2006. The impact on future periods will be dependent on levels of share based payments granted in the future. | ||
Recently Issued Accounting Standards: In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections. This statement is a replacement of APB Opinion No. 20, Accounting Changes, and SFAS No. 3, Reporting Accounting Changes in Interim Financial Statements, and changes the requirements for the accounting for and reporting of a change in accounting principle. This statement applies to all voluntary changes in accounting principle and to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. This statement requires retrospective application to prior periods financial statements of changes in accounting principle, unless it is impracticable to determine period-specific effects of an accounting change on one or more individual prior periods presented. In such circumstances the new accounting principle would be applied to the balances of assets and liabilities as of the beginning of the earliest period for which retrospective application is practicable with a corresponding adjustment made to the opening balance of retained earnings for that period rather than being reported in an income statement. Further, the accounting principle is to be applied prospectively from the earliest date when it is impracticable to determine the effect to all prior periods. This statement is effective for the Company as of April 3, 2006. Adoption of this statement had no impact on the results of operations for the quarter ended July 2, 2006. Adoption of this statement could have an impact if there are future voluntary accounting changes and error corrections. |
5
In July 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxesan interpretation of FASB Statement No. 109 (FIN 48), which clarifies the accounting and disclosure for uncertain tax positions, as defined. FIN 48 seeks to reduce the diversity in practice associated with certain aspects of the recognition and measurement related to accounting for income taxes. This interpretation is effective for fiscal years beginning after December 15, 2006. The Company has not yet determined the impact this interpretation will have on our results from operations or financial position. | ||
2. | Inventory: Major classes of inventory were as follows (in thousands): |
July 2, 2006 | April 2, 2006 | |||||||
Raw Materials |
$ | 379 | $ | 442 | ||||
Work in Process |
73 | 73 | ||||||
Finished Goods |
13,072 | 9,227 | ||||||
$ | 13,524 | $ | 9,742 | |||||
Inventory is net of reserves for inventories classified as irregular or discontinued of $0.6 million at July 2, 2006 and $0.5 million at April 2, 2006. | ||
3. | Financing Arrangements | |
Factoring Agreement: The Company assigns the majority of its trade accounts receivable to a commercial factor. Under the terms of the factoring agreement, 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 July 2, 2006 and April 2, 2006, long-term debt consisted of: |
July 2, | April 2, | |||||||
2006 | 2006 | |||||||
Senior subordinated notes |
$ | 16,000 | $ | 16,000 | ||||
Non-interest bearing notes |
8,000 | 8,000 | ||||||
Capital leases |
50 | 58 | ||||||
PIK notes |
1,077 | 1,077 | ||||||
Original issue discount |
(971 | ) | (1,177 | ) | ||||
24,156 | 23,958 | |||||||
Less current maturities |
33 | 36 | ||||||
$ | 24,123 | $ | 23,922 | |||||
6
Fiscal | Sub Notes | PIK Notes | Other | Total | ||||||||||||||||
2007 |
| | 28 | 28 | ||||||||||||||||
2008 |
24,000 | * | 1,077 | 19 | 25,096 | |||||||||||||||
2009 |
| | 3 | 3 | ||||||||||||||||
Total |
$ | 24,000 | $ | 1,077 | $ | 50 | $ | 25,127 | ||||||||||||
* | Includes $8 million non-interest bearing note issued at an original issue discount of $4.1 million. |
As part of its refinancing in July 2001, the Company issued to its lenders Common Stock Purchase Warrants for non-voting common stock that are convertible into common stock equivalent to 65% of the shares of the Company on a fully diluted basis at a price of 11.3 cents per share. The warrants are 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. | ||
Subsequent to July 2, 2006, the Company refinanced the credit facilities which existed on July 2, 2006. On July 11, 2006, the Company together with Crown Crafts Infant Products, Inc., Churchill and Hamco, Inc., each a wholly-owned subsidiary of the Company, entered into a Financing Agreement (the Financing Agreement) with The CIT Group/Commercial Services, Inc. (CIT) providing for revolving loans of up to an aggregate principal amount of $22,000,000. Borrowings under the Financing Agreement accrue interest at either prime minus 1.0% per annum or, in the case of certain LIBOR loans, LIBOR plus 2.25% per annum. The Financing Agreement will expire on July 11, 2009. | ||
Proceeds of the initial borrowing under the Financing Agreement, along with internally-generated cash of $7.8 million, were used by the Company to pay approximately $17.3 million to liquidate the full amount of the the Senior Subordinated Note and the PIK Notes related to the existing credit facilities, which agreements were terminated effective July 11, 2006. Concurrently, in exchange for the surrender and cancellation of the Common Stock Purchase Warrants referred to above and the settlement of the $8 million non-interest bearing note due in 2008 (reflected in long-term debt at a net value of $7.0 million , net of unamortized original issue discount), the Company issued to Wachovia Bank, National Association (Wachovia), Banc of America Strategic Solutions, Inc. and The Prudential Insurance Company of America (collectively, the Existing Lenders) Secured Subordinated Promissory Notes (the Subordinated Notes) dated July 11, 2006 in the aggregate principal amount of $4,000,000. The Subordinated Notes do not bear interest and are payable in two equal installments of $2,000,000 each, the first of which is payable on July 11, 2010 and the second of which is payable on July 11, 2011. As a result of the refinancing, the Company expects to record a pre-tax gain of approximately $4.0 million in the second quarter of fiscal 2007. |
7
4. | Earnings per Share: The weighted average number of shares outstanding on a fully diluted basis were 22,137,000 and 21,331,000 at July 2, 2006 and July 3, 2005, respectively, Because the operating results for the three months ended July 3, 2005 reflected a loss, the dilutive impact of potentially issuable shares is not considered in the computation of income (loss) per share since it would reduce the loss per share otherwise reported. |
July 2, 2006 | July 3, 2005 | $ change | % change | |||||||||||||
Dollars in thousands | ||||||||||||||||
Net Sales by Category |
||||||||||||||||
Bedding, Blankets and Accessories |
$ | 10,905 | $ | 8,984 | $ | 1,921 | 21.4 | % | ||||||||
Bibs and Bath |
4,848 | 4,159 | 689 | 16.6 | % | |||||||||||
Handwoven Products |
411 | 516 | (105 | ) | -20.3 | % | ||||||||||
Total Net Sales |
16,164 | 13,659 | 2,505 | 18.3 | % | |||||||||||
Cost of Products Sold |
11,584 | 10,692 | 892 | 8.3 | % | |||||||||||
Gross Profit |
4,580 | 2,967 | 1,613 | 54.4 | % | |||||||||||
% of Net Sales |
28.3 | % | 21.7 | % | ||||||||||||
Marketing and Administrative Expenses |
2,450 | 2,468 | (18 | ) | -0.7 | % | ||||||||||
% of Net Sales |
15.2 | % | 18.1 | % | ||||||||||||
Interest Expense |
723 | 802 | (79 | ) | -9.8 | % | ||||||||||
Other income net |
(119 | ) | (42 | ) | (77 | ) | 183.3 | % | ||||||||
Income Tax Expense |
615 | 8 | 607 | 7587.5 | % | |||||||||||
Net Income |
911 | (269 | ) | 1,180 | 438.7 | % | ||||||||||
% of Net Sales |
5.6 | % | -2.0 | % |
8
9
10
11
1. | Election of two members to the board of directors to hold office for a three-year term. The results were as follows: |
Director Nominee | For | Authority Withheld | ||||||
Sidney Kirschner |
8,026,702 | 232,718 | ||||||
Zenon S. Nie |
8,027,052 | 232,368 |
2. | Approve the Companys 2006 Omnibus Incentive Plan. The results were as follows: |
For |
4,285,978 | |||
Against |
272,446 | |||
Abstain |
27,234 |
3. | 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 |
7,951,750 | |||
Against |
216,237 | |||
Abstain |
91,433 |
12
Exhibit No. | Exhibit | |||
4.1 | Amendment No. 1 to Amended and Restated Rights Agreement dated as of July 12,
2006 between the Company and Computershare Investor Services, LLC (1) |
|||
10.1 | Financing Agreement dated as of July 11, 2006 by and among the Company,
Churchill Weavers, Inc., Hamco, Inc., Crown Crafts Infant Products, Inc. and
The CIT Group/Commercial Services, Inc. (1) |
|||
10.2 | Stock Pledge Agreement dated as of July 11, 2006 by and among the Company,
Churchill Weavers, Inc., Hamco, Inc., Crown Crafts Infant Products, Inc. and
The CIT Group/Commercial Services, Inc. (1) |
|||
10.3 | Mortgage, Assignment of Leases and Rents, Fixture Filing and Security
Agreement dated July 11, 2006 from Churchill Weavers, Inc. to The CIT
Group/Commercial Services, Inc. (1) |
|||
10.4 | Secured Subordinated Promissory Note dated July 11, 2006 issued by the Company
to Wachovia Bank, National Association (1) |
|||
10.5 | Secured Subordinated Promissory Note dated July 11, 2006 issued by the Company
to Banc of America Strategic Solutions, Inc. (1) |
|||
10.6 | Secured Subordinated Promissory Note dated July 11, 2006 issued by the Company
to The Prudential Insurance Company of America (1) |
|||
10.7 | Security Agreement dated as of July 11, 2006 by and among the Company,
Churchill Weavers, Inc., Hamco, Inc., Crown Crafts Infant Products, Inc. and
Wachovia Bank, National Association, as Agent (1) |
|||
10.8 | Mortgage, Assignment of Leases and Rents, Fixture Filing and Security
Agreement dated July 11, 2006 from Churchill Weavers, Inc. to Wachovia Bank,
National Association, as Agent (1) |
|||
31.1 | Rule 13a-14(a)/15d-14(a) Certification by the Companys Chief Executive Officer |
|||
31.2 | Rule 13a-14(a)/15d-14(a) Certification by the Companys Chief Financial Officer |
|||
32.1 | Section 1350 Certification by the Companys Chief Executive Officer |
|||
32.2 | Section 1350 Certification by the Companys Chief Financial Officer |
(1) | Incorporated herein by reference to the Companys Current Report on Form 8-K dated July 17, 2006. |
13
CROWN CRAFTS, INC. |
||||
Date: August 16, 2006 | /s/ Amy Vidrine Samson | |||
AMY VIDRINE SAMSON | ||||
Chief Financial Officer (duly authorized signatory and Principal Financial and Accounting Officer) |
14
Exhibit No. | Exhibit | |||
4.1 | Amendment No. 1 to Amended and Restated Rights Agreement dated as of July 12,
2006 between the Company and Computershare Investor Services, LLC (1) |
|||
10.1 | Financing Agreement dated as of July 11, 2006 by and among the Company,
Churchill Weavers, Inc., Hamco, Inc., Crown Crafts Infant Products, Inc. and
The CIT Group/Commercial Services, Inc. (1) |
|||
10.2 | Stock Pledge Agreement dated as of July 11, 2006 by and among the Company,
Churchill Weavers, Inc., Hamco, Inc., Crown Crafts Infant Products, Inc. and
The CIT Group/Commercial Services, Inc. (1) |
|||
10.3 | Mortgage, Assignment of Leases and Rents, Fixture Filing and Security
Agreement dated July 11, 2006 from Churchill Weavers, Inc. to The CIT
Group/Commercial Services, Inc. (1) |
|||
10.4 | Secured Subordinated Promissory Note dated July 11, 2006 issued by the Company
to Wachovia Bank, National Association (1) |
|||
10.5 | Secured Subordinated Promissory Note dated July 11, 2006 issued by the Company
to Banc of America Strategic Solutions, Inc. (1) |
|||
10.6 | Secured Subordinated Promissory Note dated July 11, 2006 issued by the Company
to The Prudential Insurance Company of America (1) |
|||
10.7 | Security Agreement dated as of July 11, 2006 by and among the Company,
Churchill Weavers, Inc., Hamco, Inc., Crown Crafts Infant Products, Inc. and
Wachovia Bank, National Association, as Agent (1) |
|||
10.8 | Mortgage, Assignment of Leases and Rents, Fixture Filing and Security
Agreement dated July 11, 2006 from Churchill Weavers, Inc. to Wachovia Bank,
National Association, as Agent (1) |
|||
31.1 | Rule 13a-14(a)/15d-14(a) Certification by the Companys Chief Executive Officer |
|||
31.2 | Rule 13a-14(a)/15d-14(a) Certification by the Companys Chief Financial Officer |
|||
32.1 | Section 1350 Certification by the Companys Chief Executive Officer |
|||
32.2 | Section 1350 Certification by the Companys Chief Financial Officer |
(1) | Incorporated herein by reference to the Companys Current Report on Form 8-K dated July 17, 2006. |
15