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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended April 1, 2006
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number 1-13970
CHROMCRAFT REVINGTON, INC.
(Exact name of registrant as specified in its charter)
Delaware 35-1848094
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1100 North Washington Street, Delphi, IN 46923
(Address, including zip code, of registrant's principal executive offices)
(765) 564-3500
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
The number of shares outstanding for each of the registrant's classes of common
stock, as of the latest practicable date:
Common Stock, $.01 par value - 6,147,276 shares as of May 1, 2006
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INDEX
Page
Number
------
PART I. Financial Information
Item 1. Financial Statements (unaudited)
Condensed Consolidated Statements of Earnings - Three
Months Ended April 1, 2006 and April 2, 2005............. 3
Condensed Consolidated Balance Sheets - April 1, 2006,
April 2, 2005 and December 31, 2005...................... 4
Condensed Consolidated Statement of Stockholders'
Equity - Three Months Ended April 1, 2006................ 5
Condensed Consolidated Statements of Cash Flows - Three
Months Ended April 1, 2006 and April 2, 2005............. 7
Notes to Condensed Consolidated Financial Statements..... 8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations......................... 13
Item 3. Quantitative and Qualitative Disclosures About Market Risk.. 16
Item 4. Controls and Procedures..................................... 16
PART II. Other Information
Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds.................................................... 16
Item 6. Exhibits.................................................... 17
SIGNATURES............................................................. 17
2
PART I.
Item 1. Financial Statements
Condensed Consolidated Statements of Earnings (unaudited)
Chromcraft Revington, Inc.
(In thousands, except per share data)
Three Months Ended
-------------------
April 1, April 2,
2006 2005
-------- --------
Sales $45,921 $44,659
Cost of sales 36,909 34,100
------- -------
Gross margin 9,012 10,559
Selling, general and administrative expenses 7,126 6,829
------- -------
Operating income 1,886 3,730
Interest expense 77 154
------- -------
Earnings before income tax expense 1,809 3,576
Income tax expense 680 1,320
------- -------
Net earnings $ 1,129 $ 2,256
======= =======
Earnings per share of common stock
Basic $ .26 $ .54
Diluted $ .25 $ .53
Shares used in computing earnings per share
Basic 4,389 4,209
Diluted 4,453 4,273
See accompanying notes to condensed consolidated financial statements.
3
Condensed Consolidated Balance Sheets (unaudited)
Chromcraft Revington, Inc.
(In thousands)
April 1, April 2, Dec. 31,
2006 2005 2005
-------- -------- --------
Assets
Cash and cash equivalents $ 3,137 $ 156 $ --
Accounts receivable 20,176 20,472 18,735
Inventories 35,956 34,362 37,009
Other current assets 1,321 2,031 1,922
------- ------- -------
Current assets 60,590 57,021 57,666
Property, plant and equipment, net 29,675 31,849 30,274
Other long-term assets 1,413 811 1,319
------- ------- -------
Total assets $91,678 $89,681 $89,259
======= ======= =======
Liabilities and Stockholders' Equity
Accounts payable $ 4,798 $ 4,687 $ 5,448
Accrued liabilities 8,988 9,586 7,340
------- ------- -------
Current liabilities 13,786 14,273 12,788
Bank debt -- 4,800 --
Deferred compensation 2,491 3,393 2,486
Other long-term liabilities 1,263 1,685 1,323
------- ------- -------
Total liabilities 17,540 24,151 16,597
Stockholders' equity 74,138 65,530 72,662
------- ------- -------
Total liabilities and stockholders' equity $91,678 $89,681 $89,259
======= ======= =======
See accompanying notes to condensed consolidated financial statements.
4
Condensed Consolidated Statement of Stockholders' Equity (unaudited)
Chromcraft Revington, Inc.
(In thousands, except share data)
Common Stock Capital in
------------------ Excess of
Shares Amount Par Value
--------- ------ ----------
Balance at January 1, 2006 7,923,563 $79 $17,604
Net earnings -- -- --
ESOP compensation expense -- -- 54
Amortization of unearned compensation -
restricted stock grant -- -- 48
Stock option compensation expense -- -- 76
--------- --- -------
7,923,563 $79 $17,782
========= === =======
See accompanying notes to condensed consolidated financial statements.
5
Unearned Treasury Stock Total
ESOP Retained --------------------- Stockholders'
Shares Earnings Shares Amount Equity
--------- -------- ---------- -------- -------------
$(17,385) $93,364 (1,776,287) $(21,000) $72,662
-- 1,129 -- -- 1,129
169 -- -- -- 223
-- -- -- -- 48
-- -- -- -- 76
-------- ------- ---------- -------- -------
$(17,216) $94,493 (1,776,287) $(21,000) $74,138
======== ======= ========== ======== =======
6
Condensed Consolidated Statements of Cash Flows (unaudited)
Chromcraft Revington, Inc.
(In thousands)
Three Months Ended
-------------------
April 1, April 2,
2006 2005
-------- --------
Operating Activities
Net earnings $ 1,129 $ 2,256
Adjustments to reconcile net earnings to net cash
provided by operating activities
Depreciation expense 833 888
Loss on disposal of property, plant and equipment 12 --
Deferred income taxes (94) (8)
Provision for doubtful accounts 28 80
Non-cash ESOP compensation expense 223 221
Non-cash stock compensation expense 124 45
Changes in operating assets and liabilities
Accounts receivable (1,469) (2,419)
Inventories 1,053 (696)
Other current assets 601 (99)
Accounts payable and accrued liabilities 998 557
Other long-term assets and liabilities (55) 398
------- -------
Cash provided by operating activities 3,383 1,223
------- -------
Investing Activities
Capital expenditures, net (246) (247)
------- -------
Cash used in investing activities (246) (247)
------- -------
Financing Activities
Net borrowings under a bank revolving credit line -- 3,350
Principal payments on a bank term loan -- (4,250)
Stock repurchase from related party -- (754)
Exercise of stock options, net of tax benefit -- 834
------- -------
Cash used in financing activities -- (820)
------- -------
Change in cash and cash equivalents 3,137 156
Cash and cash equivalents at beginning of the period -- --
------- -------
Cash and cash equivalents at end of the period $ 3,137 $ 156
======= =======
See accompanying notes to condensed consolidated financial statements.
7
Notes to Condensed Consolidated Financial Statements (unaudited)
Chromcraft Revington, Inc.
Note 1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do
not include all of the information and footnotes required by accounting
principles generally accepted in the United States of America for complete
financial statement presentation.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three month period ended April 1, 2006 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2006.
The balance sheet at December 31, 2005 has been derived from the audited
financial statements at that date but does not include all information and
footnotes required by generally accepted accounting principles for complete
financial statements.
For further information, refer to the consolidated financial statements and
footnotes thereto included in Chromcraft Revington's annual report on Form 10-K
for the year ended December 31, 2005.
Note 2. Inventories
Inventories consisted of the following:
(In thousands)
------------------------------
April 1, April 2, Dec. 31,
2006 2005 2005
-------- -------- --------
Raw materials $11,308 $10,729 $11,754
Work-in-process 6,060 6,410 5,619
Finished goods 21,700 19,889 22,627
------- ------- -------
39,068 37,028 40,000
Lifo reserve (3,112) (2,666) (2,991)
------- ------- -------
$35,956 $34,362 $37,009
======= ======= =======
8
Note 3. Accrued Liabilities
Accrued liabilities consisted of the following:
(In thousands)
------------------------------
April 1, April 2, Dec. 31,
2006 2005 2005
-------- -------- --------
Employee related benefits $2,712 $2,416 $1,730
Deferred compensation 1,043 245 1,055
Commissions 858 881 778
Payroll taxes 677 716 241
Compensation related 596 853 644
Income taxes payable 129 1,107 --
Other 2,973 3,368 2,892
------ ------ ------
$8,988 $9,586 $7,340
====== ====== ======
Note 4. Employee Stock Ownership Plan
Chromcraft Revington sponsors a leveraged employee stock ownership plan ("ESOP")
that covers substantially all employees who have completed six months of
service. Chromcraft Revington makes annual contributions to the ESOP Trust equal
to the ESOP Trust's repayment of its loan to the Company. As the ESOP loan is
repaid, shares are released and allocated to ESOP accounts of active employees
based on the proportion of debt service paid in the year. Chromcraft Revington
accounts for its ESOP in accordance with AICPA Statement of Position 93-6,
Accounting for Employee Stock Ownership Plans. Accordingly, unearned ESOP shares
are reported as a reduction of stockholders' equity as reflected in the
Condensed Consolidated Statement of Stockholders' Equity of the Company. As
shares are committed to be released, Chromcraft Revington reports compensation
expense equal to the current market price of the shares, and the shares become
outstanding for earnings per share computations. ESOP compensation expense, a
non-cash charge, for the three months ended April 1, 2006 and April 2, 2005 was
$223,000 and $221,000, respectively. ESOP shares consisted of the following:
(In thousands)
------------------------------
April 1, April 2, Dec. 31,
2006 2005 2005
-------- -------- --------
Allocated shares 244 184 244
Committed to be released shares 17 17 --
Unearned ESOP shares 1,722 1,789 1,739
------- ------- -------
Total ESOP shares 1,983 1,990 1,983
Unearned ESOP shares, at cost $17,216 $17,893 $17,385
======= ======= =======
Fair value of unearned ESOP shares $23,173 $24,048 $22,775
======= ======= =======
9
Note 5. Earnings per Share of Common Stock
Weighted average shares used in the calculation of diluted earnings per share
included dilutive potential common shares of approximately 64,000 and 64,000 for
the three months ended April 1, 2006 and April 2, 2005, respectively.
Note 6. Stock Based Compensation
The Company has the following stock-based compensation plans:
1992 Stock Option Plan
The purpose of the Company's 1992 Stock Option Plan, as amended ("1992 Plan"),
is to attract and retain persons of ability as key employees and to motivate key
employees to exert their best efforts on behalf of the Company.
The 1992 Plan provides for the granting of either incentive stock options
("ISO's") or stock options which do not qualify as incentive stock options
("non-ISO's"). The total number of shares of common stock, which may be issued
under stock options granted pursuant to the 1992 Plan is 1,800,000 shares. ISO's
granted under the 1992 Plan are exercisable over no greater than a 10-year
period, and are granted at exercise prices no less than the fair market value of
Chromcraft Revington's common shares as of the date of grant. The compensation
committee of the Board of Directors determines the vesting period and exercise
prices of non-ISO's. At April 1, 2006, there were 263,025 shares available for
future grants.
Directors' Stock Option Plan
The Company's Directors' Stock Option Plan ("Directors' Plan") was adopted
effective January 1, 2002, and provides for the granting of non-ISO's to members
of the Board of Directors who are not employees. Under the Directors' Plan,
eligible directors of the Company receive an option to purchase 2,500 shares of
common stock on the day following their re-election to the Board at each annual
meeting of stockholders. Any new director who is elected or appointed for the
first time to the Board of Directors receives an option to purchase 10,000
shares of common stock. The total number of shares of common stock which may be
issued under stock options granted pursuant to the Directors' Plan is 150,000
shares. Non-ISO's granted under the Directors' Plan are 100% vested on the date
of the grant and are granted at exercise prices equal to the fair market value
of the Company's common shares as of the date of the grant. The options are
exercisable for a period of ten years. At April 1, 2006, there were 60,000
shares available for future grants.
The Directors' Plan is designed to promote the interests of the Company and its
stockholders through the granting of options to the non-employee members of the
Company's Board of Directors, thereby encouraging their focus on growth and
profitability of the Company.
Accounting for the Plans
Effective January 1, 2006, the Company adopted Financial Accounting Standards
Board ("FASB") Statement of Financial Accounting Standards No. 123 (revised
2004), "Share-Based Payment," ("FAS 123 (R)") using the modified prospective
application method for transition
10
for its two stock-based compensation plans. Accordingly, prior year amounts have
not been restated.
The adoption of FAS 123 (R) reduced net earnings by approximately $36,000 for
the three months ended April 1, 2006 compared to if the Company had continued to
account for stock-based compensation under APB Opinion No. 25, "Accounting for
Stock Issued to Employees," and related Interpretations.
The following table illustrates the effect on net earnings and earnings per
share for the three months ended April 2, 2005, if the Company had applied the
fair value recognition provisions of FAS 123(R) to stock-based employee
compensation for the period. For purposes of pro forma disclosure, the value of
the options is estimated using a Black-Scholes option-pricing model and is
amortized to expense over the options' vesting periods.
(in thousands, except
per share data)
---------------------
Net earnings, as reported $ 2,256
Add: Stock-based employee compensation expense included
in reported net earnings, net of related tax effects 28
Deduct: Total stock-based employee compensation expense
determined under fair-value based method for all awards,
net of related tax effects (158)
---------------------
Pro forma net earnings $ 2,126
=====================
Earnings per share
Basic - as reported $ .54
Basic - pro forma $ .51
Diluted - as reported $ .53
Diluted - pro forma $ .50
In November 2005, the FASB issued Staff Position No. FAS 123 (R)-3, "Transition
Election Related to Accounting for the Tax Effects of Share-Based Payment
Awards" ("FSP 123 (R)-3"). FSP 123 (R)-3 provides an elective alternative
transition method for calculating the pool of excess tax benefits available to
absorb tax deficiencies recognized subsequent to the adoption of FAS 123 (R).
Companies may take up to one year from the effective date of FAS 123 (R) to
evaluate the available transition alternatives and make a one-time election as
to which method to adopt. The Company is currently in the process of evaluating
the alternative methods.
Options are granted to certain employees and directors at prices equal to the
market value of the stock on the dates the options are granted. The options
granted have a term of ten years from the grant date and granted options for
employees vest ratably ranging from immediate on the date of grant up to a
five-year period. The fair value of each option is amortized into compensation
expense on a straight-line basis between the grant date for the option and each
vesting date. The Company has estimated the fair value of all stock option
11
awards as of the date of grant by applying the Black-Scholes pricing valuation
model. The application of this valuation model involves assumptions that are
judgmental and sensitive in the determination of compensation expense.
The weighted averages for key assumptions used in determining the fair value of
the option granted during the three months ended April 1, 2006 were as follows:
Expected price volatility 32.1%
Risk-free interest rate 4.8%
Weighted average expected life in years 7
Dividend yield 0%
Historical information was the primary basis for the selection of the expected
volatility and life of the option. The risk-free interest rate was selected
based upon the yield of the U.S. Treasury issue with a term equal to the
expected life of the option being valued.
Stock option activity during the three months ended April 1, 2006 is as follows:
Weighted
Average
Weighted Remaining (in thousands)
Number Average Contractual Aggregate
of Exercise Term Intrinsic
Shares Price (in yrs.) Value
-------- -------- ------------ -------------
Outstanding at January 1, 2006 643,270 $12.07 6.4
Lapsed -- --
Exercised -- --
Granted 2,518 13.30
-------
Outstanding at April 1, 2006 645,788 12.07 6.1 $3,757
=======
Exercisable at April 1, 2006 575,788 $12.11 6.0 $3,349
=======
The fair value of the option granted in the first quarter of 2006 was $15,000.
There were no stock options exercised during the first quarter of 2006. Cash
proceeds, tax benefits and intrinsic value related to total stock options
exercised during the first quarter of 2005 are as follows:
(in thousands)
--------------
Proceeds from stock options exercised $834
Tax benefits related to stock options exercised 19
Intrinsic value of stock options exercised 454
As of April 1, 2006, there were 40,000 unvested options and approximately
$227,000 of unrecognized compensation cost related to non-vested stock options.
The cost is expected to be recognized by the end of the first quarter of 2007.
12
Restricted Stock Award
During 2005, the Company awarded 42,000 shares of restricted common stock to its
Chairman and Chief Executive Officer. The award provided that 14,000 shares will
vest based on continued employment on December 31, 2005, 2006, and 2007. The
fair value of the award at the date of grant was $568,000 and was reflected as
part of unearned compensation within stockholders' equity. The award is being
recognized as compensation expense ratably over the vesting period on a straight
line basis. As of April 1, 2006 there were 28,000 shares unvested with unearned
compensation expense of $331,000. Compensation expense recognized during the
three months ended April 1, 2006 was $48,000.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Overview
The U.S. furniture industry has experienced a dramatic shift from a domestic
manufacturing base to a highly competitive global supply chain. In the face of
this fundamental industry dynamic, the Company has leveraged its manufacturing
competency and know-how to achieve lower costs and shifted its products toward
more attractive niche-focused businesses. In its efforts to achieve lower costs,
the Company has increased imports of low-cost, labor-intensive furniture
components and finished furniture from overseas. In addition, the Company has
initiated efforts to develop built-to-order furniture to improve its overall
value proposition. Management believes that this hybrid approach of domestic
manufacturing and assembly operations combined with global sourcing allows the
Company to better control product quality, service and speed, as well as product
selection to meet consumer lifestyle needs.
First quarter shipments of domestically produced built-to-order and imported
finished furniture grew significantly, while shipments of other furniture
decreased as compared to the first quarter of 2005. This reflects the Company's
strategic transition to an improved utilization of the global supply chain and
focus on higher value-added customized furniture. The Company is continuing to
shift its product development and marketing to a more market-based focus on the
needs of consumers and customers. This business model will involve a significant
expansion of global sourcing activities, as well as a conversion of U.S.
operations towards increased use of demand flow and mass customization
techniques.
Management closely monitors the activities and performance of the Company's
different brands, as well as its multiple manufacturing and distribution
operations. As the Company continues to adapt to heightened global competition,
it will seek increased cooperation and productivity from its various operating
units. Adaptation to the market and integration of some common activities could
result in restructuring charges, asset impairment, and/or increased operating
expenses in the future. In addition, the Company has experienced inflationary
price increases in raw materials, labor and other costs. Management is seeking
ways to mitigate the impact of these factors through product engineering,
manufacturing productivity, global sourcing and greater internal integration of
activities. However, due to the competitive environment the Company may not be
able to pass through any significant price increases to its customers.
13
Results of Operations
The following table sets forth the Condensed Consolidated Statements of Earnings
of Chromcraft Revington for the three months ended April 1, 2006 and April 2,
2005 expressed as a percentage of sales.
Three Months Ended
-------------------
April 1, April 2,
2006 2005
-------- --------
Sales 100.0% 100.0%
Cost of sales 80.4 76.4
----- -----
Gross margin 19.6 23.6
Selling, general and administrative expenses 15.5 15.3
----- -----
Operating income 4.1 8.3
Interest expense 0.2 0.3
----- -----
Earnings before income taxes 3.9 8.0
Income tax expense 1.4 3.0
----- -----
Net earnings 2.5% 5.0%
===== =====
Consolidated sales for the three months ended April 1, 2006 of $45,921,000
represented a 2.8% increase from $44,659,000 reported for the prior year period.
Shipments of occasional, dining room and upholstered furniture were higher as
compared to the prior year. The sales increase in these product categories was
partially offset by lower shipments of bedroom and commercial furniture.
Shipments of domestically produced built-to-order furniture and imported
finished furniture grew significantly while shipments of other domestically
produced furniture decreased as compared to the prior year period. Consolidated
sales were higher in the first quarter of 2006 primarily due to an increase in
the number of units sold.
Gross margin decreased $1,547,000 to $9,012,000, or 19.6% of sales, for the
first three months of 2006 from $10,559,000, or 23.6% of sales, for the prior
year period. The lower gross margin in 2006 was primarily due to a reduced
production level, which impacted fixed cost absorption and manufacturing
efficiencies, an unfavorable sales mix and higher manufacturing costs compared
to 2005. The gross margin percentage of 19.6% for the three months ended April
1, 2006 represents a slight increase from the gross margin percentage of 19.4%
recorded in the fourth quarter of 2005.
Selling, general and administrative expenses for the three months ended April 1,
2006 increased $297,000 to $7,126,000 from $6,829,000 for the year ago period.
The higher expense in 2006 was primarily due to increased selling costs. These
costs include higher compensation and marketing related expenses.
Interest expense decreased to $77,000 in the first quarter of 2006 from $154,000
in the prior year quarter. Interest expense was lower this year as compared to
the prior year period since the Company had no bank indebtedness in 2006.
14
Chromcraft Revington's effective income tax rate was 37.6% for the first three
months of 2006 as compared to 36.9% for the prior year period. The increase in
the effective tax rate for the three-month period ended April 1, 2006 was
primarily due to higher state taxes.
Net earnings decreased to $1,129,000 for the three months ended April 1, 2006,
as compared to $2,256,000 for the prior year period. Factors contributing to the
earnings decrease are outlined in the above discussion.
Financial Condition, Liquidity and Capital Resources
Operating activities provided cash of $3,383,000 during the three months ended
April 1, 2006 as compared to $1,223,000 for the same period last year. The
increase in cash in 2006 was primarily due to a reduction in other working
capital components. In 2006, cash was generated from a reduction in inventory
levels and an increase in current liabilities.
Investing activities used cash of $246,000 for capital expenditures during the
first three months of 2006 as compared to $247,000 spent during the same period
last year. The Company expects to spend approximately $2,300,000 in 2006 on
capital expenditures.
The Company did not use cash for financing activities in the first quarter of
2006. In the prior year period, cash was used to reduce bank indebtedness and
repurchase common stock, which was partially offset by cash generated from stock
option exercises.
Management expects that cash flow from operations and availability under its
bank credit facility will continue to be sufficient to meet future liquidity
needs. At April 1, 2006, the Company had approximately $25,400,000 in unused
availability under its bank credit facility that matures in 2008. Chromcraft
Revington expects to generate excess cash flow in 2006 which will be used to
pursue strategic acquisitions, repurchase Company common stock or for general
corporate purposes.
Forward-Looking Statements
Certain information and statements contained in this report, including without
limitation, in the section captioned "Management's Discussion and Analysis of
Financial Condition and Results of Operations," are forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements can be generally identified as such because
they include future tense or dates, or are not historical or current facts, or
include words such as "anticipates", "believes", "may", or "expects", or words
of similar import. Forward-looking statements are not guarantees of performance
or outcomes and are subject to certain risks and uncertainties that could cause
actual results or outcomes to differ materially from those reported, expected or
anticipated as of the date of this report. Among such risks and uncertainties
that could cause actual results or outcomes to differ materially from those
reported, expected or anticipated are general economic conditions; import and
domestic competition in the furniture industry; execution of business
strategies; market interest rates; consumer confidence levels; cyclical nature
of the furniture industry; consumer and business spending; changes in
relationships with customers; customer acceptance of existing and new products;
new home and existing home sales; and other factors that generally affect
business.
15
The Company does not undertake any obligation to update or revise publicly any
forward-looking statements to reflect information, events or circumstances after
the date of such statements or to reflect the occurrence of anticipated or
unanticipated events or circumstances.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Company had no bank indebtedness in the first quarter of 2006 and,
therefore, no interest rate risk.
The Company sources certain raw materials and finished furniture, primarily from
China. These purchases are fixed price contracts payable in U.S. dollars and,
therefore, the Company has no material foreign exchange rate risk exposure.
Item 4. Controls and Procedures
Chromcraft Revington's principal executive officer and principal financial
officer have concluded, based upon their evaluation, that the Company's
disclosure controls and procedures (as defined in Rule 13a-15(e) under the
Securities Exchange Act of 1934, as amended), were effective as of the end of
the period covered by this Form 10-Q.
There have been no significant changes in Chromcraft Revington's internal
control over financial reporting that occurred during the first quarter of 2006
that may have materially affected, or are reasonably likely to materially
affect, Chromcraft Revington's internal control over financial reporting.
PART II.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table represents information with respect to shares of Chromcraft
Revington common stock repurchased by the Company during the quarter ended April
1, 2006.
Purchase of Equity Securities
Maximum number
Total number of (or approximate dollar
shares purchased value) of shares
Total number Average as part of that may yet be
of shares price paid publicly announced purchased under the
Period purchased per share plans or programs plans or programs (1)
------ ------------ ---------- ------------------ ----------------------
January 1, 2006 to January 28, 2006 -- -- -- 702,965
January 29, 2006 to February 25, 2006 -- -- -- 702,965
February 26, 2006 to April 1, 2006 -- -- -- 702,965
------------ ---------- ------------------
Total -- -- --
=== === ===
(1) The Company has maintained a share repurchase program since 1997.
16
Item 6. Exhibits
31.1 Certification of Principal Executive Officer required pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002 (filed herewith).
31.2 Certification of Chief Financial Officer required pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002 (filed herewith).
32.1 Certifications of Principal Executive Officer and Chief Financial Officer
required pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Chromcraft
Revington, Inc. has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Chromcraft Revington, Inc.
--------------------------
(Registrant)
Date: May 8, 2006 By: /s/ Frank T. Kane
------------------------------------
Frank T. Kane
Vice President-Finance
(Duly Authorized Officer and
Principal Accounting and Financial
Officer)
17