FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 30, 2001
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission File No. 1-7604
CROWN CRAFTS, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Georgia 58-0678148
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1600 RiverEdge Parkway, Suite 200, Atlanta, Georgia 30328
---------------------------------------------------------
(Address of principal executive offices)
(770) 644-6400
----------------------------------------------------
(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
--- ---
The number of shares of common stock, $1.00 par value, of the Registrant
outstanding as of January 31, 2002 was 9,421,437.
A-1
FORM 10-Q
CROWN CRAFTS, INC. AND SUBSIDIARIES
PART 1 - FINANCIAL INFORMATION
ITEM 1 - CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
December 30, 2001 (UNAUDITED) and April 1, 2001
<Table>
<Caption>
December 30, April 1,
dollar amounts in thousands, except share and per share amounts 2001 2001
- --------------------------------------------------------------- ------------ ------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 287 $ 588
Restricted cash -- 508
Accounts receivable (net of allowances of $5,030 at December 30
and $1,937 at April 1):
Due from factor 8,347 15,588
Other 1,354 2,213
Inventories, net 18,468 19,564
Other current assets 1,765 2,233
Assets held for sale -- 21,661
------------ ------------
Total current assets 30,221 62,355
------------ ------------
PROPERTY, PLANT AND EQUIPMENT - AT COST:
Land, buildings and improvements 2,841 2,736
Machinery and equipment 4,110 3,873
Furniture and fixtures 644 489
------------ ------------
7,595 7,098
Less accumulated depreciation 4,077 3,184
------------ ------------
Property, plant and equipment - net 3,518 3,914
------------ ------------
OTHER ASSETS:
Goodwill (net of amortization of $5,997 at December 30 and $5,207 at April 1) 23,298 24,088
Other 11 321
------------ ------------
Total other assets 23,309 24,409
------------ ------------
TOTAL ASSETS $ 57,048 $ 90,678
============ ============
</Table>
See notes to interim consolidated financial statements.
A-2
Crown Crafts, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
December 30, 2001 (UNAUDITED) and April 1, 2001
<Table>
<Caption>
December 30, April 1,
dollar amounts in thousands, except share and per share amounts 2001 2001
- --------------------------------------------------------------- ------------ ------------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 5,296 $ 8,470
Accrued wages and benefits 1,285 2,144
Accrued royalties 1,580 1,086
Other accrued liabilities 1,106 3,316
Current maturities of long-term debt 1,750 44,016
------------ ------------
Total current liabilities 11,017 59,032
------------ ------------
NON-CURRENT LIABILITIES:
Long-term debt 35,139 47,650
Deferred income taxes 24 24
Other -- 745
------------ ------------
Total non-current liabilities 35,163 48,419
------------ ------------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY (DEFICIT):
Common stock - par value $1.00 per share, 50,000,000 shares authorized
Outstanding: 9,421,437 at December 30 and 8,608,843 at April 1 9,421 8,609
Additional paid-in capital 28,857 27,161
Accumulated deficit (27,481) (52,477)
Cumulative currency translation adjustment 71 (66)
------------ ------------
Total shareholders' equity (deficit) 10,868 (16,773)
------------ ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) $ 57,048 $ 90,678
============ ============
</Table>
See notes to interim consolidated financial statements.
A-3
Crown Crafts, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
DECEMBER 30, 2001 (UNAUDITED) AND DECEMBER 31, 2000
<Table>
<Caption>
THREE MONTHS ENDED NINE MONTHS ENDED
dollar amounts in thousands, except share December 30, December 31, December 30, December 31,
and per share amounts 2001 2000 2001 2000
- ----------------------------------------- ------------ ------------ ------------ ------------
Net sales $ 23,869 $ 67,064 $ 93,906 $ 207,433
Cost of products sold 18,628 55,321 73,407 181,063
------------ ------------ ------------ ------------
Gross profit 5,241 11,743 20,499 26,370
Marketing and administrative expenses 3,784 11,549 16,511 34,206
Gain on disposition of assets (4) -- (4) --
Impairment charge -- 4,446 -- 4,446
------------ ------------ ------------ ------------
Income (loss) from operations 1,461 (4,252) 3,992 (12,282)
Other income (expense):
Interest expense (1,360) (3,435) (5,740) (11,381)
Other - net 514 1,712 1,653 (4,468)
------------ ------------ ------------ ------------
Income (loss) before income taxes 615 (5,975) (95) (28,131)
Income tax (benefit) expense (121) (103) (83) 35
------------ ------------ ------------ ------------
Net income (loss) before extraordinary gain 736 (5,872) (12) (28,166)
------------ ------------ ------------ ------------
Extraordinary gain, net of tax -- -- (25,008) --
------------ ------------ ------------ ------------
Net income (loss) 736 (5,872) 24,996 (28,166)
------------ ------------ ------------ ------------
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment 55 (5) 137 26
------------ ------------ ------------ ------------
Comprehensive income (loss) $ 791 $ (5,877) $ 25,133 $ (28,140)
------------ ------------ ------------ ------------
Basic income (loss) per share before extraordinary item $ 0.08 $ (0.68) $ (0.00) $ (3.27)
------------ ------------ ------------ ------------
Basic income (loss) per share 0.08 (0.68) 2.75 (3.27)
------------ ------------ ------------ ------------
Diluted income (loss) per share before extraordinary item $ 0.03 $ (0.68) $ (0.00) $ (3.27)
------------ ------------ ------------ ------------
Diluted income (loss) per share 0.03 (0.68) 2.75 (3.27)
------------ ------------ ------------ ------------
Weighted average shares outstanding - basic 9,421 8,609 9,083 8,609
------------ ------------ ------------ ------------
Weighted average shares outstanding - diluted 26,917 8,609 9,083 8,609
============ ============ ============ ============
</Table>
See notes to interim consolidated financial statements.
A-4
Crown Crafts, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine months ended December 30, 2001 and December 31, 2000
(UNAUDITED)
<Table>
<Caption>
December 30, December 31,
in thousands 2001 2000
- ------------ ------------ ------------
OPERATING ACTIVITIES:
Net income (loss) $ 24,996 $ (28,166)
Adjustments to reconcile net income (loss) to net cash provided by
operating activities:
Extraordinary gain on debt refinancing (25,008) --
Depreciation of property, plant and equipment 661 7,921
Amortization of goodwill 790 833
(Gain) loss on sale of property, plant, and equipment (4) 6,683
Changes in assets and liabilities
Accounts receivable 7,801 16,999
Inventories, net 1,096 32,758
Other current assets 468 1,113
Other assets 310 1,455
Accounts payable (3,174) (10,170)
Accrued liabilities (2,575) (4,325)
Other long term liabilities (745) --
Liabilities assumed by purchaser of adult bedding 3,372 --
Assets held for sale 73 --
------------ ------------
Net cash provided by operating activities 8,061 25,101
------------ ------------
INVESTING ACTIVITIES:
Capital expenditures (261) (1,288)
Proceeds from disposition of assets 18,216 25,188
Other 137 (6)
------------ ------------
Net cash provided by investing activities 18,092 23,894
------------ ------------
FINANCING ACTIVITIES:
Payment of long-term debt (63,769) (33,450)
Long term borrowing 36,889 --
Increase (decrease) in advances from factor 299 (15,410)
Issuance of common stock 127 --
------------ ------------
Net cash used for financing activities (26,454) (48,860)
------------ ------------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (301) 135
Cash and cash equivalents at beginning of year 588 1,453
------------ ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 287 $ 1,588
------------ ------------
SUPPLEMENTAL CASH FLOW INFORMATION:
Income taxes paid $ 73 $ 98
Interest paid 6,428 12,414
SUPPLEMENTAL DISCLOSURE OF NON CASH
INVESTING AND FINANCING ACTIVITIES
Disposition of escrow account -- 500
Forgiveness of indebtedness 25,008 --
Issuance of warrants 2,381 --
============ ============
</Table>
See notes to interim consolidated financial statements.
A-5
FORM 10-Q
CROWN CRAFTS, INC. AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
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
Company's financial position as of December 30, 2001 and the results of its
operations and its cash flows for the three and nine-month periods ended
December 30, 2001 and December 31, 2000. Such adjustments include normal
recurring accruals and a pro rata portion of certain estimated annual
expenses. Operating results for the nine-month period ended December 30,
2001 are not necessarily indicative of the results that may be expected for
the year ending March 31, 2002. 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 1, 2001 of Crown
Crafts, Inc. (the "Company").
Use of Estimates: The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Recently Issued Accounting Standards: In June 1998, the Financial
Accounting Standards Board ("FASB") issued Statement of Financial
Accounting Standards ("SFAS") 133, Accounting for Derivative Financial
Instruments and Hedging Activities. SFAS 133, effective for the Company on
April 2, 2001, establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments embedded
in other contracts (collectively referred to as derivatives), and for
hedging activities. The Company has no contracts or other instruments to
which SFAS 133 is applicable and the adoption of this standard, as amended,
did not have a material impact on the Company's results of operations,
financial position or cash flow.
In June 2001 the FASB approved SFAS 142, Goodwill and Other Intangible
Assets. This statement prescribes that goodwill should no longer be
amortized upon adoption of the standard. Instead, goodwill will be tested
annually for impairment, and on an interim basis if certain impairment
indicators are present. Additionally, intangible assets with an indefinite
useful life may not be amortized. The Company will adopt SFAS 142 on April
1, 2002.
In October 2001 the FASB issued SFAS 144, Accounting for the Impairment or
Disposal of Long-Lived Assets, that replaces FASB 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of. The statement develops one accounting model, based on the framework
established in Statement 121, for long-lived assets to be disposed of by
sale and to address significant implementation issues. The Company will
adopt SFAS 144 on April 1, 2002.
Reclassifications: Certain prior period financial statement balances have
been reclassified to conform to the current period's presentation.
2. In 1999, the Company adopted SFAS 131, Disclosures about Segments of an
Enterprise and Related Information. At the date of adoption, the Company's
principal segments included adult home furnishing and juvenile products,
consisting of bedroom and bath products (adult comforters, sheets and
towels), throws and juvenile products (primarily Pillow Buddies(R)). An
additional segment was infant products, consisting of infant bedding, bibs,
and infant soft goods. Following the sale of the Adult Bedding and Bath
business as of July 23, 2001 as described in Note 5 below, the Company is
primarily in the infant and juvenile products business.
A-6
Financial information attributable to the Company's business segments for
the quarters ended and nine months ended December 30, 2001 and December 31,
2000, was as follows (in thousands):
<Table>
<Caption>
THREE MONTHS ENDED NINE MONTHS ENDED
December 30, December 31, December 30, December 31,
Net Sales 2001 2000 2001 2000
- --------- ------------ ------------ ------------ ------------
Adult home furnishing
and juvenile products $ 996 $ 41,339 $ 23,624 $ 133,406
Infant products 22,873 25,725 70,282 74,027
------------ ------------ ------------ ------------
Total $ 23,869 $ 67,064 $ 93,906 $ 207,433
============ ============ ============ ============
</Table>
<Table>
<Caption>
THREE MONTHS ENDED NINE MONTHS ENDED
December 30, December 31, December 30, December 31,
Income (loss) from operations 2001 2000 2001 2000
- ----------------------------- ------------ ------------ ------------ ------------
Adult home furnishing
and juvenile products $ (864) $ (1,340) $ (2,285) $ (14,248)
Infant products 2,325 1,534 6,277 6,412
------------ ------------ ------------ ------------
Total $ 1,461 $ 194 $ 3,992 $ (7,836)
============ ============ ============ ============
</Table>
Net sales by individual product groups within these business segments were as
follows (in thousands):
<Table>
<Caption>
THREE MONTHS ENDED NINE MONTHS ENDED
December 30, December 31, December 30, December 31,
2001 2000 2001 2000
------------ ------------ ------------ ------------
Bedroom products $ -- $ 19,067 $ 19,937 $ 74,198
Throws and decorative
home accessories 944 20,382 2,594 54,919
Infant and juvenile
products 22,925 27,578 71,375 78,215
Other -- 37 -- 101
------------ ------------ ------------ ------------
Total $ 23,869 $ 67,064 $ 93,906 $ 207,433
============ ============ ============ ============
</Table>
3. No interest costs were capitalized during the nine month periods ended
December 30, 2001 and December 31, 2000.
A-7
4. Major classes of inventory were as follows (in thousands):
<Table>
<Caption>
December 30, April 1,
2001 2001
------------ ------------
Raw materials $ 5,172 $ 3,501
Work in process 1,288 1,545
Finished goods 12,008 14,518
------------ ------------
$ 18,468 $ 19,564
============ ============
</Table>
Inventory is net of reserves for inventories classified as irregular or
discontinued of $2.1 million and $2.2 million at December 30, 2001 and
April 1, 2001, respectively.
5. During the quarter ended July 1, 2001, the Company sold property, plant and
equipment (primarily at Timberlake, North Carolina) with net proceeds of
$9.2 million and a gain on sale of $802,000. The net proceeds were used to
reduce debt.
As part of the plan to reduce debt and restore profitability, the Company
made a decision to exit the Adult Bedding and Bath Business, and its net
assets related to that business of $12.4 million were sold effective July
23, 2001. Proceeds of the sale were $9.0 million cash plus assumption of
liabilities of $3.4 million as well as assumption of certain contingent
liabilities. Cash from the sale was used to reduce debt. The sale included
inventory, buildings, machinery and equipment located at Roxboro, North
Carolina as well as various sales offices. The Adult Bedding and Bath
Business had annual sales of approximately $76.5 million in fiscal 2001 and
was included in the adult home furnishing and juvenile products segment.
The Adult Bedding and Bath Business includes the remainder of the bedroom
products group following the sale of the Wovens division.
6. At December 30, 2001 and April 1, 2001, long term debt consisted of:
<Table>
<Caption>
(in thousands) December 30 April 1
-------------- ------------ ------------
Bank credit lines $ -- $ 30,249
Revolving credit facilities 2,782 30,000
Senior notes 14,000 31,417
Senior subordinated notes 16,000 --
Non-interest bearing notes 8,000 --
Original issue discount (3,893) --
------------ ------------
36,889 91,666
Less current maturities 1,750 44,016
------------ ------------
$ 35,139 $ 47,650
------------ ------------
</Table>
On July 23, 2001 the Company completed a refinancing of its debt. The new
credit facilities include the following:
A Revolving Credit Facility of up to $19 million including a $3 million
sub-limit for letters of credit, with $14.0 million drawn at closing. The
interest rate is equal to LIBOR plus 2.75% with a maturity date of June 30,
2004. The facility is secured by a first lien on all assets.
Senior Notes of $14 million with an interest rate of 10% plus additional
interest contingent upon cash flow availability of 3%. The maturity date is
June 30, 2006 and the notes are secured by a first lien on all assets.
Minimum principal payments of $250,000 due March 31, 2002 and $500,000 at
the end of each calendar quarter thereafter.
Senior Subordinated Notes of $16 million with an interest rate of 10% plus
an additional 1.65% payable by delivery of a promissory note due July 23,
2007. The maturity date is July 23, 2007 and the notes are secured by a
second lien on all assets.
In addition to principal and interest, a payment of $8 million is due on
the earliest of (i) maturity of the Senior Subordinated Notes, (ii)
prepayment of the Senior Subordinated Notes, or (iii) sale of the Company.
The original issue discount of $4.1 million on this non-interest bearing
note at a market interest rate of 12% will be amortized over the life of
the Senior Subordinated Notes.
A-8
The new credit facilities contain covenants regarding minimum levels of Earnings
Before Interest, Taxes, Depreciation and Amortization ("EBITDA"), maximum total
debt to EBITDA, maximum senior debt to EBITDA, minimum EBITDA to cash interest,
and minimum shareholders' equity. The covenants also include restrictions on
capital expenditures, dividends, and stock repurchases.
Minimum annual maturities adjusted to reflect the July 23, 2001 refinancing are
as follows: (in thousands)
<Table>
<Caption>
FISCAL REVOLVER SENIOR NOTES SUB NOTES TOTAL
---------- ------------ ---------- ----------
2002 -- $ 250 -- $ 250
2003 -- 2,000 -- 2,000
2004 -- 2,000 -- 2,000
2005 $ 2,782 2,000 -- 4,782
2006 -- 2,000 -- 2,000
2007 -- 5,750 -- 5,750
2008 -- -- $ 24,000* 24,000
---------- ---------- ---------- ----------
Total $ 2,782 $ 14,000 $ 24,000 $ 40,782
========== ========== ========== ==========
</Table>
*includes $8.0 million non-interest bearing note with unamortized
original issue discount of $3.9 million.
In the event that required debt service exceeds 70% of free cash flow (EBITDA
less capital expenditures and cash taxes paid), the excess of contingent
interest and principal amortization over 70% will be deferred until maturity of
the Senior Notes in June 2006. Contingent interest plus additional principal
payments will be due annually up to 70% of free cash flow.
As part of the refinancing, the Company issued to the Lenders 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 in six years. 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. The
dilutive effect of these warrants on earnings per share for the three months
ended December 30, 2001 was $0.05 per share. There was no dilution for the nine
months ended December 30, 2001 since the Company experienced an operating loss
(before extraordinary gain). Also in the second quarter of fiscal 2002, the
Company recognized an extraordinary gain of $25.0 million representing
forgiveness of indebtedness income (net of $2.9 million of expenses incurred) in
connection with the refinancing.
The Company's notes and the credit facilities contain similar restrictive
covenants requiring the Company to maintain certain ratios of earnings to fixed
charges and of total debt to total capitalization. In addition, the bank
revolving credit facilities contain certain covenants requiring the Company to
maintain minimum levels of shareholders' equity and certain ratios of total debt
to cash flow. The bank facilities also place restrictions on the amounts the
Company may expend on acquisitions and purchases of treasury stock and currently
prohibit the payment of dividends. Other covenants of these revolving credit
facilities require the Company to maintain certain financial ratios and place
restrictions on the amounts the Company may expend on acquisitions.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
THREE MONTHS ENDED DECEMBER 30, 2001 COMPARED TO THE THREE MONTHS ENDED DECEMBER
31, 2000
Net sales decreased $43.2 million or 64.4% to $23.9 million in the current year
quarter compared to $67.1 million in the prior year quarter. This was
attributable to a decrease of $19.1 million, or 100%, in bedroom products, a
$19.4 million, or 95.4% decrease in throws and a decrease of $4.7 million, or
16.9%, in sales of infant and juvenile products. The decrease in bedroom
products resulted from the sale of the adult bedding and bath business effective
July 23, 2001, the phase out of the Studio bedding line during fiscal 2001 and
the sale of the Wovens division on November 14, 2000. The disposition of the
Wovens division resulted in lower sales of throws. Lower sales of infant and
juvenile products were due to changes in buying patterns by major retailers.
A-9
For the quarter ended December 30, 2001, gross profit as a percentage of net
sales increased to 22% from 17.5% for the quarter ended December 31, 2000. The
increased margin relates primarily to changes in product mix as a result of the
divestments mentioned above. In addition, the Company incurred lower
manufacturing costs as a result of outsourcing.
Marketing and administrative expenses decreased by $7.8 million or 67.2% in the
current year quarter compared to the same quarter in the prior fiscal year and
were 15.9% of net sales for the current quarter compared to 17.2% in the
corresponding quarter of the prior year. The decrease is a result of the
divestments mentioned above as well as the Company's cost reduction initiatives
and restructuring.
Interest expense for the quarter decreased by $2.1 million because of lower debt
and reduced interest rates.
Due to the accumulated losses, no federal income tax provision has been included
for the quarter ended December 30, 2001 or the prior year quarter. A benefit for
estimated state and local taxes of $121,000 was included for the quarter ended
December 30, 2001 compared to a benefit of $103,000 in the quarter ended
December 31, 2000.
NINE MONTHS ENDED DECEMBER 30, 2001 COMPARED TO THE NINE MONTHS ENDED DECEMBER
31, 2000
For the nine months ended December 30, 2001, net sales decreased $113.5 million,
or 54.7%, to $93.9 million compared to $207.4 million in the prior year period.
This was attributable to a decrease of $54.3 million, or 73.1%, in bedroom
products, a $52.3 million decrease, or 95.3%, in throws and a decrease of $6.8
million, or 8.7%, in sales of infant and juvenile products. The decrease in
bedroom products resulted from the sale of the adult bedding and bath business
effective July 23, 2001, the phase out of the Studio bedding line during fiscal
2001 and the sale of the Wovens division on November 14, 2000. The disposition
of the Wovens division resulted in lower sales of throws. Lower sales of infant
and juvenile products were due to changes in buying patterns by major retailers.
For the nine months ended December 30, 2001, gross profit as a percentage of net
sales increased to 21.8% from 12.7% for the corresponding period ended December
31, 2000. The increased margin relates primarily to changes in product mix as a
result of the divestments mentioned above. In addition, the Company incurred
lower manufacturing costs as a result of outsourcing.
Marketing and administrative expenses decreased by $17.7 million, or 51.7%, in
the nine months ended December 30, 2001 compared to the same period in the prior
fiscal year and were 17.6% of net sales for the nine months compared to 16.5% in
the corresponding period of the prior year. The decrease is a result of the
divestments mentioned above as well as the Company's cost reduction and
restructuring.
Interest expense for the nine months ended December 30, 2001 decreased by $5.6
million because of lower debt and reduced interest rates.
Due to the accumulated losses, no federal income tax provision has been included
for the nine months ended December 30, 2001 and the prior year period. A benefit
for estimated state and local taxes of $83,000 was included for the nine months
ended December 30, 2001 compared to a provision for state and local taxes of
$35,000 in the nine months ended December 31, 2000.
In the nine months ended December 30, 2001, the Company recognized an
extraordinary gain of $25.0 million representing forgiveness of indebtedness
income (net of $2.9 million of expenses incurred) in connection with the
refinancing.
FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities was $8.1 million for the nine months
ended December 30, 2001 compared to cash provided by operating activities of
$25.1 million for the nine months ended December 31, 2000. Net cash provided by
investing activities was $18.1 million compared to net cash provided by
investing activities of $23.9 million in the prior year period. Net cash used
for financing activities was $26.5 million compared to net cash used for
financing activities of $48.9 million in the prior year period. Total debt
outstanding decreased to $36.9 million at December 30, 2001 from $91.7 million
at April 1, 2001. This decrease resulted from the repayment of debt from the
sale of fixed assets as well as the forgiveness of indebtedness. As of December
30, 2001, letters of credit of $1.6 million were outstanding against the $3
million sublimit for letters of credit associated with the $19 million revolving
credit facility. As of December 30, 2001, the Company had revolving credit
availability of $3.7 million.
A-10
The Company's ability to make scheduled payments of principal, to pay the
interest on, or to refinance its maturing indebtedness, to fund capital
expenditures, or to comply with its debt covenants will depend upon future
performance. The Company's future performance is, to a certain extent, subject
to general economic, financial, competitive, legislative, regulatory and other
factors beyond its control. Based upon the current level of operations, the
Company believes that cash flow from operations together with revolving credit
availability will be adequate to meet liquidity needs for the next year.
To reduce its exposure to credit losses and to enhance its cash flow forecasts,
the Company factors the majority of its trade accounts receivable. The Company's
factor establishes customer credit lines, and accounts for and collects
receivable balances. The factor remits payment to the Company on the due dates
of the factored invoices. The factor assumes all responsibility for credit
losses on sales within approved credit lines, but may deduct from its
remittances to the Company the amounts of customer deductions for returns,
allowances, disputes and discounts. The Company's factor may at any time
terminate or limit its approval of shipments to a particular customer. If such a
termination occurs, the Company may either assume the credit risks for shipments
after the date of such termination or cease shipments to such customer.
FORWARD-LOOKING INFORMATION
This Form 10-Q contains forward-looking statements within the meaning of the
federal securities law. Such statements are based upon management's current
expectations, projections, estimates and assumptions. Words such as "expects,"
"believes," "anticipates" and variations of such words and similar expressions
are intended to identify such forward-looking statements. Forward-looking
statements involve known and unknown risks and uncertainties that may cause
future results to differ materially from those anticipated. These risks include,
among others, general economic conditions, changing competition, the level and
pricing of future orders from the Company's customers, the Company's dependence
upon third-party suppliers, including some located in foreign countries with
unstable political situations, the Company's ability to successfully implement
new information technologies, the Company's ability to integrate its
acquisitions and new licenses, and the Company's ability to implement
improvements in its acquired businesses.
ITEM 3 - QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
The Company is exposed to market risk from changes in interest rates on debt,
commodity prices and foreign exchange rates.
The Company's earnings and cash flow exposure to interest rate risk relates to
its floating rate debt, $2.8 million of which was outstanding at December 30,
2001. Each 1.0 percentage point increase in interest rates would impact pretax
earnings by $30,000 at the debt level of December 30, 2001.
The Company's exposure to changes in the fair value of its debt relates to its
fixed rate debt, $34.0 million of which was outstanding at December 30, 2001.
The Company's exposure to commodity price risk primarily relates to changes in
the price of cotton, which is a principal raw material in a substantial number
of the Company's products. The Company's exposure to foreign exchange rates
relates to its Mexican manufacturing subsidiary. During the fiscal year ended
April 1, 2001, this subsidiary manufactured products for the Company with a
value of approximately $4.4 million. The Company's investment in the subsidiary
was approximately $3.2 million at December 30, 2001.
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FORM 10-Q
CROWN CRAFTS, INC. AND SUBSIDIARIES
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings
From time to time, the Company is involved in various legal proceedings
relating to claims arising in the ordinary course of its business.
Neither the Company nor any of its subsidiaries is a party to any such
legal proceeding the outcome of which, individually or in the
aggregate, is expected to have a material adverse effect on the
Company's financial condition or results of operations.
Item 2 - Changes in Securities
None
Item 3 - Defaults Upon Senior Securities
None
Item 4 - Submission of Matters to Vote of Security Holders
The annual shareholders meeting of the Company was held on November 27,
2001 with the following item voted on: Item 1 - Election of eight
directors. The nominated individuals were:
Class 1 - for a three-year term expiring on the date of the 2004 Annual
Meeting:
- E. Randall Chestnut - President, Chief Executive Officer and
Chairman of the Board, Crown Crafts, Inc.
- William T. Deyo, Jr. - Principal, Goddard Investment Group,
LLC, a real estate investment firm
- Steven E. Fox - Partner, Rogers & Hardin, LLP, a law firm
Class II - for a two-year term expiring on the date of the 2003 Annual
Meeting:
- Sidney Kirschner - Chairman, President and Chief Executive
Officer, Northside Hospital
- Zenon S. Nie - Chairman of the Board, President and Chief
Executive Officer, The C.E.O. Advisory Board, a Management
consulting firm
- William P. Payne - Partner, Gleacher & Company, an
investment banking firm
Class III - for a one-year term expiring on the date of the 2002 Annual
Meeting:
- Donald Ratajczak - Chairman and Chief Executive Officer,
Brainworks Ventures, Inc., an enterprise development company
- James A. Verbrugge - Professor of Finance and Chairman,
Department of Banking and Finance, Terry College of Business
at the University of Georgia
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These individuals were approved with the following votes:
<Table>
<Caption>
Nominee Votes in Favor Votes Against Votes Abstained
------- -------------- ------------- ---------------
E. Randall Chestnut 7,940,466 -- 77,134
William T. Deyo 7,950,112 -- 67,488
Steven E. Fox 7,950,112 -- 67,488
Sidney Kirschner 7,954,112 -- 63,488
Zenon S. Nie 7,954,112 -- 63,488
William P. Payne 7,954,112 -- 63,488
Donald Ratajczak 7,955,112 -- 62,488
James A. Verbrugge 7,954,112 -- 63,488
</Table>
Item 5 - Other Information
None
Item 6 - Exhibits and Reports on Form 8-K
None
A-13
FORM 10-Q
CROWN CRAFTS, INC. AND SUBSIDIARIES
DECEMBER 30, 2001
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CROWN CRAFTS, INC.
Date: February 7, 2001 /s/ Amy Vidrine Samson
------------------ --------------------------------
AMY VIDRINE SAMSON
Chief Financial Officer
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