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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 March 29, 2003
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
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(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 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 -- 6,053,190 shares as of April 30, 2003
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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 (Loss) - Three
Months Ended March 29, 2003 and March 30, 2002.................. 3
Condensed Consolidated Balance Sheets - March 29, 2003,
March 30, 2002 and December 31, 2002............................ 4
Condensed Consolidated Statement of Stockholders' Equity - Three
Months Ended March 29, 2003..................................... 5
Condensed Consolidated Statements of Cash Flows - Three
Months Ended March 29, 2003 and March 30, 2002.................. 6
Notes to Condensed Consolidated Financial Statements............ 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operation................................ 10
Item 3. Quantitative and Qualitative Disclosures About Market Risk........ 12
Item 4. Controls and Procedures........................................... 12
PART II. Other Information
Item 6. Exhibits and Reports on Form 8-K.................................. 13
Signatures................................................................... 13
Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act............. 14
2
PART I
Item 1. Financial Statements
Condensed Consolidated Statements of Earnings (Loss) (unaudited)
Chromcraft Revington, Inc.
(In thousands, except per share data)
Three Months Ended
--------------------
March 29, March 30,
2003 2002
-------- --------
Sales $ 49,431 $ 60,814
Cost of sales 38,396 47,322
-------- --------
Gross margin 11,035 13,492
Selling, general and administrative expenses 7,177 7,996
-------- --------
Operating income 3,858 5,496
Interest expense 324 127
-------- --------
Earnings before income taxes and cumulative
effect of a change in accounting principle 3,534 5,369
Income tax expense 1,343 2,040
-------- --------
Earnings before cumulative effect of
a change in accounting principle 2,191 3,329
Cumulative effect of a change in accounting
principle (net of tax benefit of $1,453) -- (26,727)
-------- --------
Net earnings (loss) $ 2,191 $(23,398)
======== ========
Earnings per share of common stock before
cumulative effect of a change in accounting principle
Basic $ .53 $ .39
Diluted $ .52 $ .38
Earnings (loss) per share of common stock after
cumulative effect of a change in accounting principle
Basic $ .53 $ (2.71)
Diluted $ .52 $ (2.71)
Shares used in computing earnings per share
Basic 4,101 8,618
Diluted 4,185 8,683
See accompanying notes to condensed consolidated financial statements.
3
Condensed Consolidated Balance Sheets (unaudited)
Chromcraft Revington, Inc.
(In thousands)
March 29, March 30, December 31,
2003 2002 2002
-------- -------- ------------
Assets
------
Accounts receivable $ 21,595 $ 25,173 $ 18,542
Inventories 39,636 41,424 39,812
Other assets 1,236 6,119 1,040
-------- -------- --------
Current assets 62,467 72,716 59,394
Property, plant and equipment, net 37,813 41,215 38,705
Other long term assets 2,236 1,699 2,366
-------- -------- --------
Total assets $102,516 $115,630 $100,465
======== ======== ========
Liabilities and Stockholders' Equity
------------------------------------
Current portion of bank debt $ 6,250 $ 5,000 $ 5,000
Accounts payable 6,075 9,133 5,642
Accrued liabilities 14,451 16,287 14,611
-------- -------- --------
Current liabilities 26,776 30,420 25,253
Bank debt 21,100 38,000 23,050
Other long term liabilities 6,398 10,345 6,392
-------- -------- --------
Total liabilities 54,274 78,765 54,695
Stockholders' equity 48,242 36,865 45,770
-------- -------- --------
Total liabilities and stockholders' equity $102,516 $115,630 $100,465
======== ======== ========
See accompanying notes to condensed consolidated financial statements.
4
Condensed Consolidated Statement of Stockholders' Equity (unaudited)
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, 2003 $ 76 $ 12,920 $(19,469) $ 70,363 $(18,120) $ 45,770
Net income -- -- -- 2,191 -- 2,191
ESOP compensation expense -- 48 168 -- -- 216
Stock option compensation expense -- 49 -- -- -- 49
Purchase of treasury stock
(70,500 shares) -- -- -- -- (923) (923)
Exercise of stock options
(89,300 shares) 1 938 -- -- -- 939
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Balance at March 29, 2003 $ 77 $ 13,955 $(19,301) $ 72,554 $(19,043) $ 48,242
=======================================================================
See accompanying notes to condensed consolidated financial statements.
5
Condensed Consolidated Statements of Cash Flows (unaudited)
Chromcraft Revington, Inc.
(In thousands)
Three Months Ended
---------------------
March 29, March 30,
2003 2002
-------- --------
Operating activities
Net earnings (loss) $ 2,191 $(23,398)
Adjustments to reconcile net earnings (loss) to net cash
provided by operating activities
Depreciation and amortization 1,136 1,223
Deferred income taxes (46) (63)
Non-cash goodwill impairment loss -- 26,727
Non-cash ESOP expense 216 38
Stock option compensation expense 49 8
Changes in assets and liabilities
Accounts receivable (3,053) (4,148)
Inventories 176 2,171
Accounts payable and accrued liabilities 354 7,766
Other (12) (504)
-------- --------
Cash provided by operating activities 1,011 9,820
-------- --------
Investing activities
Capital expenditures (246) (553)
-------- --------
Cash used by investing activities (246) (553)
-------- --------
Financing activities
Net borrowing (repayment) under a bank revolving credit line (700) 18,000
Proceeds from a bank term loan -- 25,000
Purchase of common stock by ESOP -- (20,000)
Stock repurchases and related costs (923) (40,529)
Proceeds from exercise of stock options 858 55
-------- --------
Cash used by financing activities (765) (17,474)
-------- --------
Decrease in cash and cash equivalents -- (8,207)
Cash and cash equivalents at beginning of period -- 8,207
-------- --------
Cash and cash equivalents at end of period $ -- $ --
======== ========
See accompanying notes to condensed consolidated financial statements.
6
Notes to Condensed Consolidated Financial Statements (unaudited)
Chromcraft Revington, Inc.
March 29, 2003
Note 1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles 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 for complete financial statement presentation.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three month period ended March 29, 2003 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2003.
The balance sheet at December 31, 2002 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, 2002.
Note 2. Inventories
The components of inventories consisted of the following:
(In thousands)
-----------------------------------------
March 29, March 30, December 31,
2003 2002 2002
----------- ----------- -----------
Raw materials $ 11,266 $ 12,458 $ 11,988
Work in process 7,276 7,877 7,396
Finished goods 23,166 23,164 22,437
----------- ----------- -----------
Inventories at FIFO cost 41,708 43,499 41,821
LIFO reserve (2,072) (2,075) (2,009)
----------- ----------- -----------
$ 39,636 $ 41,424 $ 39,812
=========== =========== ===========
Note 3. Bank Debt
Long term bank debt consisted of the following:
(In thousands)
-----------------------------------------
March 29, March 30, December 31,
2003 2002 2002
----------- ----------- -----------
Term loan $ 21,250 $ 25,000 $ 21,250
Revolving credit line 6,100 18,000 6,800
----------- ----------- -----------
27,350 43,000 28,050
Less current portion of term loan 6,250 5,000 5,000
----------- ----------- -----------
$ 21,100 $ 38,000 $ 23,050
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7
Note 4. Accrued Liabilities
Accrued liabilities consisted of the following:
(In thousands)
-----------------------------------------
March 29, March 30, December 31,
2003 2002 2002
----------- ----------- -----------
Profit sharing and bonus $ 326 $ 734 $ 2,450
Health and benefit plans 1,466 2,129 1,922
Salaries, wages and commissions 1,676 1,811 1,333
Income taxes payable 1,131 1,926 69
Vacation and holiday pay 1,242 1,229 1,027
Workers' compensation plans 1,148 1,390 1,215
Other accrued liabilities 7,462 7,068 6,595
----------- ----------- -----------
$ 14,451 $ 16,287 $ 14,611
=========== =========== ===========
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 the loan from the Company. As the ESOP loan is
repaid, shares are released and allocated to ESOP accounts of active employees
based on the proportion of the loan and related interest paid in the year.
Unearned ESOP shares are reported as a reduction of stockholders' equity as
reflected in the Condensed Consolidated Statement of Stockholders' Equity of the
Company. As shares are committed to be released, Chromcraft Revington reports
compensation expense equal to the current market price of the shares, and the
shares become outstanding for earnings per share computations. ESOP compensation
expense, a non-cash charge, for the three months ended March 29, 2003 and March
30, 2002 was $216,000 and $38,000, respectively. The ESOP shares were as
follows:
(In thousands)
-----------------------------------------
March 29, March 30, December 31,
2003 2002 2002
----------- ----------- -----------
Allocated shares 53 -- 53
Committed to be released shares 17 3 --
Unearned ESOP shares 1,930 1,997 1,947
----------- ----------- -----------
Total ESOP shares 2,000 2,000 2,000
=========== =========== ===========
Unearned ESOP shares, at cost $ 19,301 $ 19,970 $ 19,469
=========== =========== ===========
Fair value of unearned ESOP shares $ 24,801 $ 25,461 $ 25,407
=========== =========== ===========
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
84,000 and 65,000 for the three months ended March 29, 2003 and March 30, 2002,
respectively.
Certain options to purchase shares of common stock were outstanding during the
first three months of 2003 and 2002, but were not included in the computation of
diluted earnings per share because the options' exercise prices were greater
than the average market price of the common shares during those periods and,
therefore, their effect would be annihilative. Options excluded from the
computation of diluted earnings per share and their weighted
8
average exercise prices at March 29, 2003 and March 30, 2002 were 200,560 shares
at $15.56 and 333,560 shares at $13.88, respectively.
Note 7. Stock Option 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 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 first quarter of 2003 and 2002
was $4.82 and $6.17, respectively, on the date of grant. The fair value of stock
options on the date of grant was estimated using the Black-Scholes model with an
expected life, interest rate and volatility for 2003 of six years, 3.5% and
34.0% and for 2002, six years, 5.2% and 34.6%, respectively.
Three Months Ended
--------------------------
March 29, March 30,
2003 2002
----------- -----------
Net earnings (loss), as reported $ 2,191 $ (23,398)
Add: Stock-based employee compensation expense included in
reported net earnings (loss), net of related tax effects 31 5
Deduct: Total stock-based employee compensation expense
determined under fair-value based method for all awards,
net of related tax effects (407) (58)
----------- -----------
Pro forma net earnings (loss) $ 1,815 $ (23,451)
=========== ===========
Earnings (loss) per share
Basic - as reported $ .53 $ (2.71)
Basic - pro forma $ .44 $ (2.72)
Diluted - as reported $ .52 $ (2.71)
Diluted - pro forma $ .44 $ (2.72)
Note 8. Goodwill Impairment Loss
Chromcraft Revington adopted Financial Accounting Standards Board Statement No.
142, "Goodwill and Other Intangible Assets" ("Statement 142") effective January
1, 2002 and recorded a non-cash transition charge of $26,727,000 (net of tax
benefit), or $3.10 loss per share, for the three months ended March 30, 2002,
for impairment of goodwill. The charge was recorded as a cumulative effect of a
change in accounting principle.
On January 1, 2002, the Company's fair value (based on quoted market prices) was
less than the carrying value of its net assets, including goodwill, which
indicated an impairment of goodwill. Under Statement 142, fair value was
allocated to the assets and liabilities of the Company based on the purchase
accounting method. This calculation indicated that the full amount of goodwill
was impaired at the date of adoption of Statement 142.
9
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
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General
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Chromcraft Revington designs, manufactures and sells residential and commercial
furniture through its wholly owned subsidiaries Chromcraft Corporation,
Peters-Revington Corporation, Silver Furniture Co., Inc., Cochrane Furniture
Company, Inc. and Korn Industries, Incorporated.
The following table sets forth the Condensed Consolidated Statements of Earnings
(Loss) of Chromcraft Revington for the three months ended March 29, 2003 and
March 30, 2002 expressed as a percentage of sales.
Three Months Ended
-----------------------
March 29, March 30,
2003 2002
----------- -----------
Sales 100.0% 100.0%
Cost of sales 77.7 77.8
----------- -----------
Gross margin 22.3 22.2
Selling, general and administrative expenses 14.5 13.2
----------- -----------
Operating income 7.8 9.0
Interest expense .7 .2
----------- -----------
Earnings before income taxes and cumulative
effect of a change in accounting principle 7.1 8.8
Income tax expense 2.7 3.3
----------- -----------
Earnings before cumulative effect of
a change in accounting principle 4.4 5.5
Cumulative effect of a change in accounting principle -- (44.0)
----------- -----------
Net earnings (loss) 4.4% (38.5)%
=========== ===========
Three Months Ended March 29, 2003 Compared to Three Months Ended March 30, 2002
-------------------------------------------------------------------------------
Consolidated sales for the three months ended March 29, 2003 decreased 18.7% to
$49,431,000 compared to $60,814,000 in 2002. The first quarter sales decline was
due to lower shipments of residential furniture primarily due to the weak
economic environment, international conflict and increased import competition,
mainly from the Pacific Rim. In particular, foreign furniture manufacturers are
more competitive in labor-intensive furniture operations as compared to
U.S.-based furniture manufacturers as a whole. Commercial furniture shipments
were higher for the quarter reflecting an improved office furniture market. In
general, selling prices for the first three months of 2003 were at approximately
the same level as compared to the prior year period.
Gross margin as a percentage of sales was 22.3% for the three months ended March
29, 2003 as compared to 22.2% for the three months ended March 30, 2002. The
Company has maintained its gross margin percentage on a lower sales volume
primarily due to cost reductions, which were due, in part, to sourcing of
low-cost labor-intensive furniture components from the Pacific Rim.
Selling, general and administrative expenses as a percentage of sales were 14.5%
for the three months ended March 29, 2003, as compared to 13.2% for the three
month period ended March 30, 2002. The increase for 2003 was primarily due to
fixed costs spread over a lower sales volume.
Interest expense during the first quarter of 2003 was $324,000 as compared to
$127,000 during the first quarter of 2002. The increase in interest expense for
2003 was due to higher average bank borrowings during the period.
Chromcraft Revington's effective income tax rate was 38% for the three-month
periods ended March 29, 3003 and March 30, 2002.
10
The Company adopted Financial Accounting Standards Board Statement No. 142,
"Goodwill and Other Intangible Assets" effective January 1, 2002 and recorded a
one time non-cash transition charge of $26,727,000 (net of tax benefit) for
impairment of goodwill in the first quarter of 2002. The loss was recorded as a
cumulative effect of a change in accounting principle. See Note 8 "Goodwill
Impairment Loss" to the Condensed Consolidated Financial Statements.
Earnings per share on a diluted basis was $.52 for the three months ended March
29, 2003 as compared to diluted earnings per share before an accounting change
of $.38 for the prior year period. The number of weighted average shares
outstanding used in the calculation of diluted earnings per share was 4,185,000
in the first quarter of 2003 compared to 8,683,000 for the year-earlier period.
The lower number of shares outstanding in 2003 was primarily due to the purchase
of 5,695,418 shares of Company common stock by Chromcraft Revington and its
employee stock ownership plan that was completed on March 15, 2002.
Liquidity and Capital Resources
-------------------------------
Operating activities provided $1,011,000 of cash during the three months ended
March 29, 2003, a decrease of $8,809,000 from the amount provided during the
same period last year. Cash flow from operating activities for the three months
ended March 30, 2002 was higher primarily due to a reduction in working capital
investment.
Investing activities used $246,000 of cash for capital expenditures during the
first three months of 2003 as compared to $553,000 during the same period last
year. Chromcraft Revington expects capital expenditures in 2003 to be less than
$1,500,000.
Financing activities for the three months ended March 29, 2003 used cash to
reduce bank indebtedness and to acquire shares of Chromcraft Revington common
stock under a stock repurchase program. Stock option exercises provided $858,000
of cash in the current period.
Financing activities for the first three months of 2002 used cash to purchase
5,695,418 shares of common stock by Chromcraft Revington and its employee stock
ownership plan that was completed on March 15, 2002. The funds required to pay
for the common stock purchase were obtained from bank borrowings and available
cash.
Management expects that cash flow from operations and availability under its
bank revolving line of credit will continue to be sufficient to meet future
liquidity needs. At March 29, 2003, Chromcraft Revington had approximately
$34,000,000 in unused availability under its bank revolving line of credit.
Critical Accounting Policies
----------------------------
See Item 7, "Management's Discussion and Analysis of Financial Condition and
Results of Operations" to Form 10-K for the year ended December 31, 2002.
2003 Outlook
------------
The Company expects little improvement in the economic environment in the near
term. Additionally, Chromcraft Revington anticipates that competition from
foreign manufacturers, which have lower production costs, will continue to
impact its business. In response to the overall weak sales environment, the
Company has adjusted production schedules to better control inventories, reduced
headcount, and implemented cost reduction programs to improve profitability.
The Company anticipates that second quarter and full year 2003 sales and
earnings will be lower than the prior year periods.
Chromcraft Revington's strategy is to operate as a low-cost, high quality
manufacturer of residential and commercial furniture. To achieve this goal, the
Company has increased imports of low-cost labor intensive furniture components
from the Pacific Rim to supplement the Company's domestic furniture
manufacturing. Using
11
this blended approach of domestic manufacturing and selective importing, the
Company is better able to control the quality of furniture and service to its
customers.
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
--------------------------------------------------------------------------------
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 "anticipates" or "expects" or words of similar
import. Forward-looking statements are not guarantees of performance 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 the risks and uncertainties that could cause actual results or outcomes to
differ materially from those reported, expected or anticipated are general
economic conditions, declining conditions in the furniture industry, new home
and office construction, the cyclical nature of the furniture industry, import
and domestic competition in the furniture industry, changes from anticipated
levels of sales, future domestic or international economic and competitive
conditions, international conflict, changes in relationships with customers,
customer acceptance of existing and new products, changes in tax rates,
increased bank debt, changes in interest rates, delays and disruptions in the
shipment of Chromcraft Revington's products and other factors that generally
affect its 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. The
Company supplements its domestic manufacturing by sourcing parts and finished
furniture primarily from the Pacific Rim. These purchases are payable in U.S.
dollars and, therefore, the Company has no material foreign exchange rate risk
exposure.
Item 4. Controls and Procedures
--------------------------------
(a) Evaluation of Disclosure Controls and Procedures. Chromcraft Revington's
principal executive officer and principal financial officer have concluded
that the Company's disclosure controls and procedures (as defined in Rule
13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934, as
amended), based on their evaluation of these controls and procedures as of
a date within (90) days prior to the filing date of this Form 10-Q, are
effective.
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.
12
Over time, controls may become inadequate because of changes in conditions,
or the degree of compliance with the policies or procedures may
deteriorate. The design of any system of controls also is based, in part,
upon certain assumptions about the likelihood of future events, and there
can be no assurance that any design will succeed in achieving its stated
goals under all potential future conditions.
(b) Changes in Internal Controls. There have been no significant changes in
Chromcraft Revington's internal controls or in other factors that could
significantly affect these controls subsequent to the date of the
evaluation thereof, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Part II
Item 6. Exhibits and Reports on Form 8-K
-----------------------------------------
(a) Exhibits
99.1 Certification of Chief Executive 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).
99.2 Certification of 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).
(b) Reports on Form 8-K
On March 28, 2003, Chromcraft Revington, Inc. filed a report on Form 8-K,
commenting on its first quarter 2003 earnings outlook.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Chromcraft
Revington, Inc. has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Chromcraft Revington, Inc.
--------------------------------
(Registrant)
Date: May 13, 2003 By: /s/ Frank T. Kane
------------ ----------------------------
Frank T. Kane
Vice President-Finance
(Duly Authorized Officer and
Principal Accounting and
Financial Officer)
13
CERTIFICATIONS
I, Michael E. Thomas, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Chromcraft Revington,
Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
(c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: May 13, 2003 /s/ Michael E. Thomas
------------ -------------------------------------
Michael E. Thomas, Chairman,
President and Chief Executive Officer
14
I, Frank T. Kane, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Chromcraft Revington,
Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
(c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: May 13, 2003 /s/ Frank T. Kane
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Frank T. Kane, Vice President-Finance,
Chief Financial Officer and Secretary
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