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CRFT > SEC Filings for CRFT > Form 10-Q on 15-May-2009All Recent SEC Filings

Show all filings for CRAFTMADE INTERNATIONAL INC | Request a Trial to NEW EDGAR Online Pro

Form 10-Q for CRAFTMADE INTERNATIONAL INC


15-May-2009

Quarterly Report


Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Disclosure Regarding Forward-looking Statements With the exception of historical information, the matters discussed in this document contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance on forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Craftmade to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements include, but are not limited to, (i) statements concerning future financial condition and operations, including future cash flows, revenues, gross margins, earnings and variations in quarterly results, (ii) statements relating to anticipated completion dates for new products and (iii) other statements identified by words such as "may," "will," "should," "could," "might," "expects," "plans," "anticipates," "believes," "estimates," "projects," "predicts," "forecasts," "intends," "potential," "continue," and similar words or phrases. These factors that could affect our financial and other results can be found in the risk factors section of our Annual Report on Form 10-K for the fiscal year ended June 30, 2008, filed with the SEC on September 26, 2008. The forward-looking statements included in this Quarterly Report on Form 10-Q are made only as of the date of this filing with the SEC, and we undertake no obligation to update the forward-looking statements to reflect subsequent events or other circumstances.
Critical Accounting Policies and Estimates Management's discussion and analysis of the Company's financial condition and results of operations is based upon the Company's consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires the Company's management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. The Company's estimates are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for the Company's conclusions. The Company continually evaluates the information used to make these estimates as its business and the economic environment change. The Company's management believes that certain estimates, assumptions and judgments derived from the accounting policies have significant impact on its financial statements, so the Company considers these to be its critical accounting policies. A summary of significant accounting policies and a description of accounting policies that are considered critical may be found in the Company's Annual Report on Form 10-K for the year ended June 30, 2008, as filed with the SEC on September 26, 2008.
Given the rapid economic downturn in the last months of calendar 2008, the Company felt it was appropriate to evaluate its goodwill for possible impairment as of December 31, 2008. The Company utilized a discounted cash flow analysis consistent with the approach used in its June 30, 2008, year end evaluation. This first step of the interim goodwill impairment analysis was performed at the reporting unit level, consistent with the approach taken previously. As part of this analysis management considered historical trends in the Company's revenue and cost of goods, and factored in current macroeconomic trends and forecasts of economic activity. We also considered the underlying cost structure of the Company and cost cutting plans being implemented, and the impact of these reductions on future cash flows. The Company also considered its current cost of both debt and equity financing, and the current weighting of these costs in developing an


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appropriate Weighted Average Cost of Capital. While this analysis inherently entails a degree of subjectivity and potential variability, management looked at a variety of scenarios and sensitivities related to each of these areas and determined that given reasonable and probable assumptions regarding these future variables, no goodwill impairment existed at December 31, 2008.
The Company will continue to engage in interim testing for goodwill impairment if events or circumstances exist that create a significant likelihood that the fair value of a reporting unit has declined below its carrying amount. In doing so, the Company will follow the guidance given in paragraph 28 of Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets, to help determine if such an event is likely. Based on this guidance the Company does not believe that an event has occurred since December 31, 2008 that creates a significant likelihood that the fair value of a reporting unit has declined below its carrying amount, therefore no additional evaluation has been performed.


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Results of Operations
Management reviews a number of key indicators to evaluate the Company's financial performance, including net sales, gross profit and selling, general and administrative expenses by segment.
This discussion and analysis includes references to historical Craftmade. Historical Craftmade consists of ceiling fans, lighting, door chimes and pushbutton sales and related operations that have historically comprised the Company's operations prior to the acquisition of certain net assets of Woodard, LLC.
Three Months Ended March 31, 2009 Compared to Three Months Ended March 31, 2008 An unaudited, condensed overview of results for the three months ended March 31, 2009, and the corresponding prior year period is summarized as follows:

Summary Income Statement by Segment
(Dollars in thousands)

                                        Three Months Ended                                  Three Months Ended
                                          March 31, 2009                                      March 31, 2008
                           Specialty           Mass             Total          Specialty           Mass             Total
Net sales                  $   15,170        $  36,830        $  52,000        $   23,146        $  31,772        $  54,918
Cost of goods sold            (11,004 )        (32,403 )        (43,407 )         (16,818 )        (27,408 )        (44,226 )

Gross profit                    4,166            4,427            8,593             6,328            4,364           10,692
As a % of net sales              27.5 %           12.0 %           16.5 %            27.3 %           13.7 %           19.5 %

Selling, general and
administrative                 (4,092 )         (3,794 )         (7,886 )          (5,697 )         (3,151 )         (8,848 )
As a % of net sales              27.0 %           10.3 %           15.2 %            24.6 %            9.9 %           16.1 %

Depreciation and
amortization                     (229 )            (65 )           (294 )            (145 )            (65 )           (210 )

Total operating
expenses                       (4,321 )         (3,859 )         (8,180 )          (5,842 )         (3,216 )         (9,058 )


Income (loss) from
operations                 $     (155 )      $     568              413        $      486        $   1,148            1,634


Interest expense, net                                              (333 )                                              (524 )
Other income
(expense)                                                          (125 )                                               139


Income (loss) before
income taxes and
minority interest                                                   (45 )                                             1,249
Income taxes expense                                                 (1 )                                              (343 )


Income (loss) before
minority interest                                                   (46 )                                               906
Minority interest                                                   (89 )                                              (267 )


Net income (loss)                                             $    (135 )                                         $     639

Net Sales. Net sales for the Company decreased $2,918,000 or 5% to $52,000,000 for the quarter ended March 31, 2009, from $54,918,000 for the quarter ended March 31, 2008. The decrease is due to the reduced sales in the Specialty segment, offset by an increase in sales in the Mass segment.
Management believes that the decline in the housing market and the overall economic downturn will


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continue to negatively impact the sales of the Company's various product lines, particularly in the Specialty segment which is more closely correlated to new home starts. The Company continues to pursue its strategic growth plans, while increasingly focusing on developing and implementing more immediate plans to mitigate the impact of the current economic downturn.
Net sales from the Specialty segment decreased $7,976,000 or 34% to $15,170,000 for the quarter ended March 31, 2009, compared to $23,146,000 for the quarter ended March 31, 2008, as summarized in the following table.

Net Sales of the Speciality Segment
(Dollars in thousands)

                                          Fans            Woodard
                                       Lighting &         Outdoor        Segment
            Three Months Ended        Accessories        Furniture        Total
        March 31, 2009                $      7,800      $     7,370      $ 15,170
        March 31, 2008                      11,627           11,519        23,146

        Dollar increase (decrease)    $     (3,827 )    $    (4,149 )    $ (7,976 )

        Percent increase (decrease)            (33 %)           (36 %)        (34 %)

Sales of fans, lighting related products and outdoor furniture continue to be affected by the extremely weak overall housing market, a difficult credit environment and reduced consumer spending. Management continues to focus on introducing new products and expanding accounts to offset the weak housing market and economic downturn. Management believes that long-term growth will be favorably affected by additional product offerings through enhanced product development efforts, as well as cross-selling outdoor furniture products to lighting showrooms and outdoor lighting and ceiling fans to patio dealers, and focusing efforts on the hospitality markets.
Third quarter net sales of Woodard outdoor furniture increased marginally versus the second quarter primarily due to normal seasonality. Historically, sales of outdoor furniture to patio dealers are seasonally higher during the third and fourth quarters of the Company's fiscal year, with the first and second quarter being considered the off-season for outdoor furniture sales.
Net sales of the Mass segment increased $5,058,000 or 16% to $36,830,000 for the quarter ended March 31, 2009, from $31,772,000 for the quarter ended March 31, 2008, as summarized in the following table:

                           Net Sales of Mass Segment
                             (Dollars in thousands)

                                           Fans            Woodard
                                        Lighting &         Outdoor       Segment
             Three Months Ended        Accessories        Furniture       Total
         March 31, 2009                $      5,062      $    31,768     $ 36,830
         March 31, 2008                       7,445           24,327       31,772

         Dollar increase (decrease)    $     (2,383 )    $     7,441     $  5,058

         Percent increase (decrease)            (32 %)            31 %         16 %

The decrease in net sales of fans, lighting and accessories was primarily the result of a decline in: (i)


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orders from Lowe's for indoor lighting and outdoor lighting; (ii) non-core drop shipped products; (iii) sales of fan accessories; and (iv) sales of the mix and match portable lamps through Lowe's.
Increased Woodard sales were primarily due to higher shipments to its various mass merchant customers. Most of its products are shipped directly from China. Due to the seasonal nature of outdoor furniture, the majority of sales to mass merchants occur from December to April each year.
Based on the most recent annual product line reviews, management believes that Lowe's plans to continue the respective programs it currently has with the Company. Management believes that, based on the amount of product currently shipped to Lowe's, the Company remains a primary vendor for Lowe's mix and match portable lamp and fan accessory/ceiling medallion programs. Management has no reason to believe that the Company will not continue to be invited to participate in each of Lowe's scheduled reviews for its existing and new product lines. The line reviews occur on an annual basis for each product category throughout the year and give us the potential to add new SKUs to the Lowe's program. However, participation in line reviews could also result in a partial or complete reduction of the existing SKUs in the product lines currently offered by the Company to Lowe's.
While competitive pricing is essential in the Mass segment, management believes that future growth is contingent upon the success of the Company's ongoing efforts to introduce new products, styles and marketing concepts to existing customers and the expansion of the business to new customers.
Gross Profit. Gross profit of the Company as a percentage of net sales decreased 3.0% to 16.5% for the quarter ended March 31, 2009, from 19.5% for the quarter ended March 31, 2008, primarily due to a relative increase in the proportion of sales in the lower-margin Mass segment.
Gross profit as a percentage of net sales of the Specialty segment increased 0.2% to 27.5% for the quarter ended March 31, 2009, from 27.3% in the quarter ended March 31, 2008. The increase is summarized in the following table.
Gross Profit as a Percentage of Net Sales of Specialty Segment

                                           Fans          Woodard
                                        Lighting &       Outdoor         Segment
             Three Months Ended        Accessories      Furniture         Total
         March 31, 2009                        33.8 %         20.7 %         27.5 %
         March 31, 2008                        33.1 %         21.5 %         27.3 %

         Percent increase (decrease)            0.7 %         (0.8 %)         0.2 %

The gross margin for ceiling fans and lighting was up slightly due to sales mix, while outdoor furniture margins saw a slight decrease due to inefficiencies created by lower utilization of production facilities.
For fiscal year 2009, we expect gross profit as a percentage of net sales of ceiling fans and lighting in the Specialty segment to be down slightly versus the results generated in the fiscal year ended June 30, 2008, as the current economic downturn makes it more difficult for the Company to increase pricing to its customers. Gross profit as a percentage of net sales of Woodard outdoor furniture in the Specialty segment is expected to increase slightly over fiscal 2008, as the Company has implemented higher pricing for the 2009 season, to offset cost of goods increases from its suppliers.


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Gross profit as a percentage of net sales of the Mass segment decreased 1.7% to 12.0% of net sales for the quarter ended March 31, 2009, from 13.7% of net sales in the same prior year period, as summarized in the following table:
Gross Profit as a Percentage of Net Sales of Mass

                                          Fans           Woodard
                                       Lighting &        Outdoor        Segment
            Three Months Ended        Accessories       Furniture        Total
        March 31, 2009                        19.6 %          10.8 %        12.0 %
        March 31, 2008                        24.7 %          10.4 %        13.7 %

        Percent increase (decrease)           (5.1 %)          0.4 %        (1.7 %)

Gross profit as a percentage of net sales for lighting and accessories in the Mass segment decreased partially due to higher material costs experienced in our Design Trends subsidiary. Mass gross profit as a percent of net sales for Woodard outdoor furniture is low relative to other channels as all sales are direct import. Although outdoor furniture gross margin was slightly up in the third quarter of fiscal 2009 compared to the same period in the prior year, an increase in the relative mix of outdoor furniture led to a significant decrease in weighted average gross margin for the segment.
For fiscal year 2009, gross profit as a percentage of net sales of fans, lighting and accessories is expected to decrease versus the fiscal year ended June 30, 2008, as a result of higher material and shipping costs, and difficulty in passing along pricing increases.
Selling, General and Administrative Expenses. Total selling, general and administrative ("SG&A") expenses of the Company decreased $962,000 to $7,886,000 or 15.2% of net sales for the quarter ended March 31, 2009, from $8,848,000 or 16.1% of net sales for the same period last year.

Total Company
Selling, General and Administrative Expenses
(Dollars in thousands)

                                                                         Increase/
                                            Three Months Ended           (Decrease)
                                        March 31,        March 31,       Over Prior
                                           2009            2008         Year Period
     Commissions                             1,260            1,872             (612 )
     Advertising                        $      900      $     1,148     $       (248 )
     Accounting, legal and consulting        1,027            1,100              (73 )
     Travel                                    142              208              (66 )
     Contract labor                            210              265              (55 )
     Bad debt                                  118               66               52
     Salaries and wages                      2,471            2,394               77
     Other                                   1,758            1,795              (37 )

                                        $    7,886      $     8,848     $       (962 )

The decrease in expenses was primarily due to lower commissions and a reduction in advertising spending offset by an increase in salaries and wages and incremental bad debt expense. The increase in


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salaries and wages was due to one-time restructuring costs of approximately $250,000 related to a company-wide reduction in force that was implemented in February of 2009.
Management is focused on reducing SG&A expenses and anticipates that SG&A expenses for the fourth quarter of fiscal year 2009 will decrease versus results generated in the each of the first three quarters of the year. The integration of the Woodard business has been completed, with most corporate functions having been relocated from Chicago, Illinois and integrated into the Coppell, Texas location. As of early February 2009 the former Woodard, LLC offices in Chicago have been closed, with the few remaining Chicago-based personnel moving into a much smaller office space, generating significant savings. The Company has also implemented a company-wide reorganization and reduction in force, impacting all locations and functions and resulting in a more than 5% decrease in the number of employees. Management anticipates that these actions will significantly reduce SG&A in future quarters.
Interest Expense. Net interest expense of the Company decreased $191,000 to $333,000 for the quarter ended March 31, 2009, from $524,000 for the quarter ended March 31, 2008. This decrease is primarily due to lower interest rates in effect as compared to the same period in the previous year, offset by increased working capital associated with the Mass segment.
Minority Interest. Minority interest expense decreased $178,000 to $89,000 for the quarter ended March 31, 2009, from $267,000 for the same period in the previous year. The decrease in minority interest resulted from lower profits at Design Trends as a result of the decline in net sales.
Provision for Income Taxes. The income tax benefit was $1,000 or 0.7% of loss before income taxes for the quarter ended March 31, 2009, compared to an income tax provision of $343,000 or 34.9% of income before income taxes for the quarter ended March 31, 2008. The effective tax rate is calculated by dividing income tax expense by income after minority interest and before income taxes. The effective tax rates presented are weighted averages of our multiple legal entities with effective income tax rates that differ from the statutory United States federal income tax rate of 34% due to the impact of state income taxes. The resulting consolidated effective rate can be significantly different than the statutory United States federal income tax rate of 34% due to the effect of operating losses in certain legal entities of the Company being offset by gains in other entities. The resulting consolidated effective tax rate is not necessarily representative of the effective tax rate in any of the individual tax entities of the Company. See Note 6 in the Notes to the Unaudited Condensed Consolidated Financial Statements for additional detail regarding the Company's policy for determining the provision for income taxes.
Nine Months Ended March 31, 2009 Compared to Nine Months Ended March 31, 2008 An unaudited, condensed overview of results for the nine months ended March 31, 2009, and the corresponding prior year period is summarized as follows:


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                      Summary Income Statement by Segment
                             (Dollars in thousands)

                                        Nine Months Ended                                   Nine Months Ended
                                          March 31, 2009                                      March 31, 2008
                           Specialty           Mass             Total          Specialty           Mass             Total
Net sales                  $   51,600        $  67,827        $ 119,427        $   49,726        $  48,742        $  98,468
Cost of goods sold            (35,816 )        (58,842 )        (94,658 )         (33,903 )        (39,829 )        (73,732 )

Gross profit                   15,784            8,985           24,769            15,823            8,913           24,736
As a % of net sales              30.6 %           13.2 %           20.7 %            31.8 %           18.3 %           25.1 %

Selling, general and
administrative                (14,514 )         (8,902 )        (23,416 )         (13,003 )         (6,363 )        (19,366 )
As a % of net sales              28.1 %           13.1 %           19.6 %            26.1 %           13.1 %           19.7 %

Depreciation and
amortization                     (598 )           (196 )           (794 )            (432 )           (196 )           (628 )

Total operating
expenses                      (15,112 )         (9,098 )        (24,210 )         (13,435 )         (6,559 )        (19,994 )


Income (loss) from
operations                 $      672        $    (113 )            559        $    2,388        $   2,354            4,742


Interest expense, net                                            (1,108 )                                            (1,144 )
Other income
(expense)                                                          (124 )                                               139


Income (loss) before
income taxes and
minority interest                                                  (673 )                                             3,737
Income taxes
(expense) / benefit                                                 307                                                (929 )


Income (loss) before
minority interest                                                  (366 )                                             2,808
Minority interest                                                  (443 )                                            (1,069 )


Net income (loss)                                             $    (809 )                                         $   1,739

Net Sales. Net sales for the Company increased $20,959,000 or 21% to $119,427,000 for the nine months ended March 31, 2009, from $98,464,000 for the nine months ended March 31, 2008. The increase is due to the acquisition of certain assets of Woodard, LLC, offset by declines in sales in historical Craftmade.
Net sales from the Specialty segment increased $1,874,000 or 4% to $51,600,000 for the nine months ended March 31, 2009, from $49,726,000 for the nine months ended March 31, 2008, as summarized in the following table.


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                      Net Sales of the Speciality Segment
                             (Dollars in thousands)

                                           Fans            Woodard
                                        Lighting &         Outdoor       Segment
              Nine Months Ended        Accessories        Furniture       Total
         March 31, 2009                $     29,295      $    22,305     $ 51,600
         March 31, 2008                      38,207           11,519       49,726

         Dollar increase (decrease)    $     (8,912 )    $    10,786     $  1,874

         Percent increase (decrease)            (23 %)            94 %          4 %

While the sales of fans and lighting-related products continue to be affected by the extremely weak overall housing market, a difficult credit environment and reduced consumer spending, overall segment sales increased due to the addition of outdoor furniture sales.
Management continues to focus on introducing new products and expanding accounts to offset the weak housing market and economic downturn. Management believes that long-term growth will be favorably affected by additional product offerings through enhanced product development efforts, as well as cross-selling outdoor . . .

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