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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 July 2, 2005
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
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Commission file number 1-13970
CHROMCRAFT REVINGTON, INC.
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(Exact name of registrant as specified in its charter)
Delaware 35-1848094
------------------------------- ---------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1100 North Washington Street, Delphi, IN 46923
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(Address, including zip code, of registrant's principal executive offices)
(765) 564-3500
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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 the registrant is an accelerated filer (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 - 6,082,596 shares as of July 31, 2005
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INDEX
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Page
Number
------
PART I. Financial Information
Item 1. Financial Statements (unaudited)
Condensed Consolidated Statements of Earnings - Three and Six
Months Ended July 2, 2005 and July 3, 2004.............................................. 3
Condensed Consolidated Balance Sheets - July 2, 2005,
July 3, 2004 and December 31, 2004...................................................... 4
Condensed Consolidated Statement of Stockholders' Equity - Six
Months Ended July 2, 2005............................................................... 5
Condensed Consolidated Statements of Cash Flows - Six
Months Ended July 2, 2005 and July 3, 2004.............................................. 6
Notes to Condensed Consolidated Financial Statements.................................... 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations....................................................... 9
Item 3. Quantitative and Qualitative Disclosures About Market Risk................................ 12
Item 4. Controls and Procedures................................................................... 12
PART II. Other Information
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds............................... 13
Item 4. Submission of Matters to a Vote of Security Holders....................................... 13
Item 6. Exhibits.................................................................................. 13
SIGNATURES.............................................................................................. 14
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 Six Months Ended
------------------- --------------------
July 2, July 3, July 2, July 3,
2005 2004 2005 2004
------- ------- ------ -------
Sales $43,401 $42,638 $88,060 $89,105
Cost of sales 33,169 32,765 67,269 68,524
------- ------- ------- -------
Gross margin 10,232 9,873 20,791 20,581
Selling, general and administrative expenses 6,752 6,374 13,581 14,461
------- ------- ------- -------
Operating income 3,480 3,499 7,210 6,120
Interest expense 164 189 318 386
------- ------- ------- -------
Earnings before income tax expense 3,316 3,310 6,892 5,734
Income tax expense 1,223 1,271 2,543 2,202
------- ------- ------- -------
Net earnings $ 2,093 $ 2,039 $ 4,349 $ 3,532
======= ======= ======= =======
Earnings per share of common stock
Basic $ .49 $ .49 $ 1.02 $ .86
Diluted $ .48 $ .48 $ 1.01 $ .84
Shares used in computing earnings per share
Basic 4,299 4,132 4,253 4,115
Diluted 4,340 4,220 4,306 4,201
See accompanying notes to condensed consolidated financial statements.
3
Condensed Consolidated Balance Sheets (unaudited)
Chromcraft Revington, Inc.
(In thousands)
July 2, July 3, Dec. 31,
2005 2004 2004
------- -------- ---------
Assets
------
Accounts receivable $20,085 $19,537 $18,133
Inventories 36,157 36,716 33,666
Prepaid expenses 2,351 2,018 1,971
------- ------- -------
Current assets 58,593 58,271 53,770
Property, plant and equipment, net 31,200 33,882 32,490
Other long-term assets 818 803 776
------- ------- -------
Total assets $90,611 $92,956 $87,036
======= ======= =======
Liabilities and Stockholders' Equity
------------------------------------
Current portion of bank debt $ - $ 5,000 $ -
Accounts payable 5,316 5,791 5,093
Accrued liabilities 8,433 9,021 8,623
------- ------- -------
Current liabilities 13,749 19,812 13,716
Bank debt 4,100 9,550 5,700
Deferred compensation 2,593 3,848 3,500
Other long-term liabilities 1,658 1,652 1,211
------- ------- -------
Total liabilities 22,100 34,862 24,127
Stockholders' equity 68,511 58,094 62,909
------- ------- -------
Total liabilities and stockholders' equity $90,611 $92,956 $87,036
======= ======= =======
See accompanying notes to condensed consolidated financial statements.
4
Condensed Consolidated Statement of Stockholders' Equity (unaudited)
Six Months Ended July 2, 2005
Chromcraft Revington, Inc.
(In thousands, except share data)
Capital in Unearned Total
Common Excess of ESOP Retained Treasury Stockholders'
Stock Par Value Shares Earnings Stock Equity
----------- ------------ ------------ ------------ ------------ --------------
Balance at January 1, 2005 $ 77 $ 15,121 $ (18,062) $ 86,119 $ (20,346) $ 62,909
Net earnings - - - 4,349 - 4,349
ESOP compensation expense - 94 338 - - 432
Stock option compensation
expense - 65 - - - 65
Purchase of treasury stock
(65,987 shares) - (100) - - (654) (754)
Exercise of stock options
(135,781 shares) 1 1,509 - - - 1,510
----------- ------------ ----------- ----------- ----------- -------------
Balance at July 2, 2005 $ 78 $ 16,689 $ (17,724) $ 90,468 $ (21,000) $ 68,511
=========== ============ =========== =========== =========== =============
See accompanying notes to condensed consolidated financial statements.
5
Condensed Consolidated Statements of Cash Flows (unaudited)
Chromcraft Revington, Inc.
(In thousands)
Six Months Ended
---------------------
July 2, July 3,
2005 2004
------- --------
Operating Activities
Net earnings $ 4,349 $ 3,532
Adjustments to reconcile net earnings to net cash
provided by (used in) operating activities
Depreciation expense 1,822 1,905
Loss on disposal of property, plant and equipment 232 -
Deferred income taxes 298 (403)
Non-cash ESOP compensation expense 432 459
Stock option compensation expense 65 99
Changes in assets and liabilities
Accounts receivable (1,952) (1,769)
Inventories (2,491) (5,848)
Prepaid expenses (810) (714)
Accounts payable and accrued liabilities 33 (113)
Other long-term liabilities (328) 863
Other 12 (68)
------- -------
Cash provided by (used in) operating activities 1,662 (2,057)
------- -------
Investing Activities
Capital expenditures, net (764) (620)
------- -------
Cash used in investing activities (764) (620)
------- -------
Financing Activities
Net borrowing under a bank revolving credit line 2,650 5,000
Principal payments on bank term loan (4,250) (2,500)
Stock repurchase from related party (754) -
Exercise of stock options, net of tax benefit 1,456 177
------- -------
Cash provided by (used in) financing activities (898) 2,677
------- -------
Net change in cash - -
Cash at beginning of period - -
------- -------
Cash at end of period $ - $ -
======= =======
See accompanying notes to condensed consolidated financial statements.
6
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 six month period ended July 2, 2005 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2005.
The balance sheet at December 31, 2004 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, 2004.
Note 2. Inventories
--------------------
Inventories consisted of the following:
(In thousands)
-------------------------------
July 2, July 3, Dec. 31,
2005 2004 2004
-------- -------- ---------
Raw materials $11,265 $10,257 $10,980
Work-in-process 6,417 6,302 6,374
Finished goods 21,218 22,246 18,851
------- ------- -------
38,900 38,805 36,205
LIFO reserve (2,743) (2,089) (2,539)
------- ------- -------
$36,157 $36,716 $33,666
======= ======= =======
Note 3. Accrued Liabilities
---------------------------
Accrued liabilities consisted of the following:
(In thousands)
-------------------------------
July 2, July 3, Dec. 31,
2005 2004 2004
------- -------- ---------
Employee benefit plans $ 2,076 $ 2,796 $ 2,703
Deferred compensation 1,052 159 166
Salaries, wages and bonus 1,045 886 817
Commissions 842 868 804
Property taxes 482 749 868
Other accrued liabilities 2,936 3,563 3,265
------- ------- -------
$ 8,433 $ 9,021 $ 8,623
======= ======= =======
7
Note 4. Bank Debt
-----------------
Long term bank debt consisted of the following:
(In thousands)
--------------------------------
July 2, July 3, Dec. 31,
2005 2004 2004
------- ------- -------
Term loan $ - $ 6,750 $ 4,250
Revolving credit line 4,100 7,800 1,450
------- ------- -------
4,100 14,550 5,700
Less current portion of term loan - 5,000 -
------- ------- -------
$ 4,100 $ 9,550 $ 5,700
======= ======= =======
Note 5. 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 and six months ended July 2, 2005 was $211,000
and $432,000, respectively, compared to $233,000 and $459,000, respectively, for
the prior year periods. ESOP shares consisted of the following:
(In thousands)
--------------------------------
July 2, July 3, Dec. 31,
2005 2004 2004
------- ------- --------
Allocated shares 184 120 184
Committed to be released shares 34 34 -
Unearned ESOP shares 1,772 1,846 1,806
------- ------- -------
Total ESOP shares 1,990 2,000 1,990
======= ======= =======
Unearned ESOP shares, at cost $17,724 $18,462 $18,062
======= ======= =======
Fair value of unearned ESOP shares $23,573 $22,635 $22,216
======= ======= =======
Note 6. Earnings per Share of Common Stock
-------------------------------------------
Weighted average shares used in the calculation of diluted earnings per share
included dilutive potential common shares (stock options) of approximately
41,000 and 53,000 for the three and six months ended July 2, 2005, respectively,
and 88,000 and 86,000 for the three and six months ended July 3, 2004,
respectively.
Note 7. Stock Based Compensation
---------------------------------
The Company has two stock-based compensation plans. The Company accounts for
those plans under the recognition and measurement principles of APB Opinion No.
25, Accounting for Stock Issued to Employees, and related interpretations and
discloses the fair value of options granted as permitted by Statement of
Financial Accounting
8
Standards No. 123, Accounting for Stock-Based Compensation ("Statement No.
123"). The estimated per share weighted average fair value of stock options
granted during the three and six months ended July 2, 2005 was $4.76 and $4.92,
respectively, compared to $5.55 and $5.35, respectively, for the prior year
periods on the date of grant. The following table illustrates the effect on net
earnings and earnings per share if the Company had applied the fair value
recognition provisions of Statement No. 123 to stock-based employee compensation
for the three and six months ended July 2, 2005 and July 3, 2004.
(In thousands, except per share data)
------------------------------------------------------
Three Months Ended Six Months Ended
------------------------ ------------------------
July 2, July 3, July 2, July 3,
2005 2004 2005 2004
--------- --------- --------- ---------
Net earnings, as reported $ 2,093 $ 2,039 $ 4,349 $ 3,532
Add: Stock-based employee compensation
expense included in reported net earnings,
net of related tax effects 13 31 41 61
Deduct: Total stock-based employee
compensation expense determined under
fair-value based method for all awards,
net of related tax effects (68) (73) (226) (341)
--------- --------- --------- ---------
Pro forma net earnings $ 2,038 $ 1,997 $ 4,164 $ 3,252
========= ========= ========= =========
Earnings per share
Basic - as reported $ .49 $ .49 $ 1.02 $ .86
Basic - pro forma $ .47 $ .48 $ .98 $ .79
Diluted - as reported $ .48 $ .48 $ 1.01 $ .84
Diluted - pro forma $ .47 $ .48 $ .97 $ .78
Item 2. Management's Discussion and Analysis of Financial Condition and Results
-------------------------------------------------------------------------------
of Operations
-------------
Overview
--------
For the last several years the North American furniture industry has been
impacted by low-cost import competition. Foreign manufacturers, primarily in
China and other Asian countries, have a substantial labor and overhead cost
advantage as compared to furniture manufacturers in North America. We expect
these competitive industry conditions to continue.
The Company's strategy is to focus its brands on niche markets and to service
the fragmented furniture industry with product selection and service. A key
element in this strategy is to maintain a low-cost structure to insure that the
Company's products are a value to the customer. To lower its costs, the Company
has increased imports of low-cost, labor-intensive furniture components and
finished goods. Using this blended approach of domestic manufacturing and
selective importing, the Company believes it is better able to control the
quality of furniture and service to its customers. Chromcraft Revington's
competitiveness with producers from other countries is influenced by
transportation costs, timely delivery of furniture to retailers and product
differentiation.
The Company has several different brands, some of which have been impacted more
severely than others by import competition. Chromcraft Revington closely
monitors market activity and if business conditions do not improve, this could
cause asset impairment and restructuring charges in the future. Also, the
Company's manufacturing operations have experienced inflationary price increases
in raw materials and other costs. The Company is seeking ways to mitigate this
impact through product engineering, offshore sourcing of low-cost inventory
components and the use of
9
alternative raw materials. Due to the competitive environment, the Company may
not be able to pass through significant cost increases to its customers.
Results of Operations
---------------------
The following table sets forth the Condensed Consolidated Statements of Earnings
of Chromcraft Revington for the three and six months ended July 2, 2005 and
July 3, 2004 expressed as a percentage of sales.
Three Months Ended Six Months Ended
-------------------- ---------------------
July 2, July 3, July 2, July 3,
2005 2004 2005 2004
------ ------ ------- ------
Sales 100.0 % 100.0 % 100.0 % 100.0 %
Cost of sales 76.4 76.9 76.4 76.9
------ ------ ------ -----
Gross margin 23.6 23.1 23.6 23.1
Selling, general and administrative expenses 15.6 14.9 15.4 16.2
------ ------ ------ -----
Operating income 8.0 8.2 8.2 6.9
Interest expense 0.4 0.4 0.4 0.4
------ ------ ------ -----
Earnings before income taxes 7.6 7.8 7.8 6.5
Income tax expense 2.8 3.0 2.9 2.5
------ ------ ------ -----
Net earnings 4.8 % 4.8 % 4.9 % 4.0 %
====== ====== ====== =====
Consolidated sales for the second quarter increased 1.8% to $43,401,000 from
$42,638,000 reported for the year earlier quarter. For the first six months of
2005, consolidated sales decreased 1.2% to $88,060,000 from $89,105,000 for the
same period last year. Shipments of occasional, upholstered and commercial
furniture were higher for the second quarter and first half of 2005 as compared
to the prior year periods, while shipments of dining room and bedroom furniture
were lower in 2005 as compared to the prior year.
The sales increase in occasional and upholstered furniture in 2005 was due, in
part, to increased shipments of coordinated room packages of occasional tables
and upholstered furniture as compared to the prior year. Commercial furniture
sales were higher in 2005 primarily due to increased shipments of public waiting
area seating as compared to the year earlier period. Shipments of dining room
furniture, in particular, were lower in 2005 as compared to last year primarily
due to relative competitiveness.
Gross margin as a percentage of sales was 23.6% for both the three and six
months ended July 2, 2005 compared to 23.1% for the same periods in 2004. The
higher gross margin percentage for 2005 was primarily due to a more favorable
sales mix and slightly higher selling prices. In addition, expense reductions in
manufacturing overhead improved the gross margin percentage for the first six
months of 2005 as compared to the prior year period.
Selling, general and administrative expenses for the three months ended July 2,
2005 increased $378,000 to $6,752,000, or 15.6% of sales, from $6,374,000, or
14.9% of sales, for the year ago period. The increase was primarily due to
higher compensation related expenses.
Selling, general and administrative expenses for the six months ended July 2,
2005 decreased $880,000 to $13,581,000, or 15.4% of sales, from $14,461,000, or
16.2% of sales, for the same period last year. The higher expense in 2004 was
primarily due to a $1,100,000 charge to record a supplemental retirement benefit
for the former Chairman, President, and Chief Executive Officer of the Company.
Interest expense for the three and six months ended July 2, 2005 was $164,000
and $318,000, respectively, as compared to $189,000 and $386,000, respectively,
for the same periods in 2004. The decrease in interest expense was due to lower
average bank borrowings.
10
Chromcraft Revington's effective income tax rate was 36.9% for the three and six
months ended July 2, 2005 as compared to 38.4% for the prior year periods. The
decrease in the effective tax rate for 2005 was primarily due to an estimated
tax deduction on qualified domestic production activities under a provision of
the American Jobs Creation Act of 2004.
Net earnings for the three and six months ended July 2, 2005 were $2,093,000 and
$4,349,000, respectively, as compared to $2,039,000 and $3,532,000,
respectively, for the prior year periods. Factors contributing to the earnings
increase are outlined in the above discussion.
Financial Condition, Liquidity and Capital Resources
----------------------------------------------------
Operating activities provided $1,662,000 of cash during the six months ended
July 2, 2005 as compared to $2,057,000 of cash used in the same period last
year. The increase in cash was primarily due to higher cash earnings and a lower
investment in working capital in 2005 as compared to the prior year period. The
Company uses cash in the first half of the year to support a seasonal build in
working capital, primarily in accounts receivables and inventories.
Investing activities used $764,000 of cash for capital expenditures during the
first six months of 2005 as compared to $620,000 spent during the same period
last year. Chromcraft Revington expects capital expenditures in 2005 to be less
than $1,500,000.
Financing activities for the first half of 2005 used cash to reduce bank
indebtedness by $1,600,000 and to repurchase Company common stock. On March 30,
2005, the Company purchased 65,987 shares of Chromcraft Revington common stock
from the former Chairman, President and Chief Executive Officer of the Company.
The purchase price of $864,000, or $13.093 per share, was determined based upon
an average of the high and low selling prices of the Company's common stock
during a period of five consecutive trading days as reported by the American
Stock Exchange. This share repurchase in 2005 is reflected net of related
compensation expense of $110,000. In addition, cash of $1,456,000 was generated
from stock option exercises in the first six months of 2005. Financing
activities for the first six months of 2004 provided cash of $2,677,000,
primarily from bank borrowings.
Management expects that cash flow from operations and availability under its
bank revolving credit line will continue to be sufficient to meet future
liquidity needs. At July 2, 2005, the Company had approximately $34,100,000 in
unused availability under its bank revolving credit line that matures in 2007.
Chromcraft Revington expects to generate excess cash flow in 2005 which will be
used to reduce bank indebtedness, repurchase Company common stock or for general
corporate purposes.
Recently Issued Accounting Standards
------------------------------------
In November 2004, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard No. 151, Inventory Costs ("Statement
No. 151"). Statement No. 151 amends Accounting Research Bulletin No. 43, Chapter
4, Inventory Pricing, to clarify the accounting for abnormal amounts of idle
facility expense, freight, handling costs and wasted material. Statement No. 151
requires that those items be recognized as current-period charges and requires
that allocation of fixed production overheads to the cost of conversion be based
on the normal capacity of the production facilities. Statement No. 151 is
effective for fiscal years beginning after June 15, 2005. The Company does not
expect the adoption of Statement No. 151 to have a material impact on the
Company's financial condition or results of operations.
In December 2004, FASB issued Statement of Financial Accounting Standards No.
123 (revised 2004), Share-Based Payments ("Statement No. 123(R)"). Statement No.
123(R) replaces FASB Statement No. 123 and supersedes Accounting Principles
Board Opinion No. 25. Statement No. 123(R) will require the fair value of all
stock option awards issued to employees to be recorded as an expense over the
related vesting period. Statement No. 123(R) also requires the recognition of
compensation expense for the fair value of any unvested stock option awards
existing at the date of adoption as the stock options vest. The Securities and
Exchange Commission ("Commission") amended FASB's compliance dates for Statement
No.123(R). The Commission's new rule allows a calendar year-end
11
company to delay compliance with Statement No. 123(R) until the first quarter of
2006. The Company has not determined the impact of Statement No. 123(R).
Forward-Looking Statements
--------------------------
Certain information and statements contained in this report 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 "expects", "may", "anticipates", "believes" 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;
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 effect business.
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
-------------------------------------------------------------------
Borrowings under Chromcraft Revington's bank agreement bear interest at a
variable rate and, therefore, are subject to changes in interest rates. A
one-percentage point fluctuation in market interest rates would not have a
material impact on net earnings in 2005.
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.
Chromcraft Revington's management, including its principal executive officer and
principal financial officer, does not expect that the Company's disclosure
controls and procedures or its internal controls will prevent all error and all
fraud. A control system, no matter how well conceived and operated, can provide
only reasonable, not absolute, assurance that the objectives of the control
system are met. Further, the design of a control system must reflect the fact
that there are resource constraints, and the benefits of controls must be
considered relative to their costs. Because of the inherent limitations in all
control systems, no evaluation of controls can provide absolute assurance that
all control issues and instances of fraud, if any, within the Company have been
detected. These inherent limitations include the realities that judgments in
decision-making can be faulty and that breakdowns can occur because of simple
error or mistake. Additionally, controls can be circumvented by the individual
acts of some persons, by collusion of two or more people or by management
override of the control. There have been no significant changes in Chromcraft
Revington's internal control over financial reporting that occurred during the
quarter covered by this report that may have materially affected, or are
reasonably likely to materially affect, Chromcraft Revington's internal control
over financial reporting.
12
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 three months ended
July 2, 2005.
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
------ ------------ ----------- -------------------- ----------------------
April 3, 2005 to April 30, 2005 - - - 702,965
May 1, 2005 to May 28, 2005 - - - 702,965
May 29, 2005 to July 2, 2005 - - - 702,965
Item 4. Submission of Matters to a Vote of Security Holders
-----------------------------------------------------------
(a) Chromcraft Revington held its annual meeting of stockholders on May 4,
2005.
(b) All directors nominated were elected to serve until the next annual
meeting of stockholders and until their successors are duly elected
and qualified. Set forth below are the votes cast for each director.
Votes
-----------------------
Directors For Withheld
------------------- --------- ---------
Ronald H. Butler 5,582,850 58,782
Stephen D. Healy 5,586,391 55,241
David L. Kolb 5,586,972 54,660
Larry P. Kunz 5,587,010 54,622
Theodore L. Mullett 5,386,993 254,639
(c) The only other matter voted upon at the annual meeting of
stockholders was ratification of the appointment of KPMG LLP as the
independent auditors of the Company for the fiscal year ending
December 31, 2005. Set forth below is the vote tabulation regarding
such matter.
Votes Cast
------------------------
For Against Abstain
---------- ------- -------
5,570,466 69,367 1,799
Item 6. Exhibits
-----------------
3.2 By-laws of the Registrant, as amended, filed as Exhibit 3.2 to Form
8-K, dated August 5, 2005, are incorporated herein by reference.
31.1 Certification of Chief 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).
13
32.1 Certifications of Chief 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: August 5, 2005 By: /s/ Frank T. Kane
----------------------------------
Frank T. Kane
Vice President-Finance
(Duly Authorized Officer and
Principal Accounting and Financial
Officer)
14