Filed by Bowne Pure Compliance
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2006
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 1-13970
CHROMCRAFT REVINGTON, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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35-1848094 |
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(State or other jurisdiction of
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(IRS Employer Identification No.) |
incorporation or organization) |
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1330 Win Hentschel Blvd., Ste. 250, West Lafayette, Indiana 47906
(Address, including zip code, of registrants principal executive offices)
(765) 807-2640
(Registrants telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Name of each |
Title of each class
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exchange on which registered |
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Common Stock, $.01 par value
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American Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of
the Securities Act. Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 15(d)
of the Act. Yes o No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein, and will not be contained, to the best of the registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in
Rule 12b-2 of the Exchange Act.
Large accelerated filer o Accelerated filer o Non-accelerated filer þ
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes o No þ
As of March 1, 2007, there were 6,167,876 shares of the registrants common stock ($.01 par value)
outstanding. The aggregate market value of the voting stock held by nonaffiliates of the registrant
as of June 30, 2006 was $50.4 million (based upon the closing price of the registrants common
stock, as reported by the American Stock Exchange).
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the annual meeting of stockholders to be held May 9, 2007 are
incorporated by reference into Part III of this Form 10-K.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A (the Amendment) amends our Annual Report on Form 10-K
for the fiscal year ended December 31, 2006, as originally filed with the Securities and Exchange
Commission on March 26, 2007 (the Original Filing). This Amendment amends Part IV, Item 15 of
the Original Filing to revise our Notes to Consolidated Financial Statements as follows:
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Note 1 clarification and expansion of the Registrants revenue recognition policy. |
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Note 10 to delete the reference to the usage of an environmental consultant to estimate certain environmental remediation
costs. |
Except for the revisions described above, this Amendment does not amend, modify or update the
Original Filing in any respect. This Amendment does not reflect events that have occurred
subsequent to the filing of the Original Filing and, accordingly, this Amendment should be read in
conjunction with our filings made with the Securities and Exchange Commission subsequent to the
date of the Original Filing.
PART IV
Item 15. Exhibits and Financial Statement Schedules
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1. The following are included in this Amendment: |
(i) Note 1 to the consolidated financial statements of the Registrant and subsidiaries as of
December 31, 2006 and 2005 and the related consolidated statements of operations, stockholders
equity and cash flows for each of the years in the three-year period ended December 31, 2006 is
hereby amended and superseded and is hereby replaced with the following:
Note 1. Summary of Significant Accounting Policies
The consolidated financial statements include the accounts of
Chromcraft Revington, Inc. and its wholly-owned subsidiaries (together, the Company). All
significant intercompany accounts and transactions have been eliminated.
Chromcraft Revington manufactures and sells residential and commercial
furniture. Products are sold primarily through furniture dealers throughout the U.S.
and Canada. Chromcraft Revington has several operating segments which are aggregated
into one reportable segment in accordance with Financial Accounting Standards Board
(FASB) Statement No. 131, Disclosures about Segments of an Enterprise and Related
Information.
Revenue Recognition
The Company recognizes revenue when products are shipped and the customer takes
ownership and assumes risk of loss, collection of the related receivable is
probable, persuasive evidence of an arrangement exists, and the sales price is fixed
or determinable.
Cash Equivalents
The Company considers all highly liquid investments with an original maturity
of three months or less to be cash equivalents.
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Accounts Receivable
Accounts receivable are recorded at the invoiced amount and do not bear
interest. The Company provides for an allowance for doubtful accounts based on
expected collectability of trade receivables. The allowance for doubtful accounts is
determined based on the Companys analysis of customer credit-worthiness, historical
loss experience and general economic conditions and trends. The Company reviews past
due balances and its allowance for doubtful accounts periodically. Any accounts
receivable balances that are determined to be uncollectible are included in the
overall allowance for doubtful accounts. After all attempts to collect a receivable
have been exhausted, the receivable is written off against the allowance. The
Company does not have any off-balance-sheet credit exposure related to its
customers.
Inventories
All inventories (materials, labor and overhead) are valued at the lower of cost
or market. Inventories valued using the last-in, first-out (LIFO) basis represent
approximately 57% of total inventories at both December 31, 2006 and 2005. Remaining
inventories are valued using the first-in, first-out (FIFO) basis.
Property, Plant and Equipment
Property, plant and equipment is stated on the basis of cost. Depreciation is
computed principally by the straight-line method for financial reporting purposes
and by accelerated methods for tax purposes. The following estimated useful lives
are used for financial reporting purposes: buildings and improvements, 15 to 45
years; machinery and equipment, 3 to 12 years; and leasehold improvements, 3 to 5
years.
Impairment of Long-Lived Assets
When changes in circumstances indicate the carrying amount of certain
long-lived assets may not be recoverable, the assets will be evaluated for
impairment. If the forecast of undiscounted future cash flows is less than the
carrying amount of the assets, an impairment charge would be recognized to reduce
the carrying value of the assets to fair value.
Assets Held for Sale
Assets held for sale are long-lived assets which are carried at the lower of
their net book value or fair value less cost to sell and no longer depreciated. Fair
value for buildings was determined from purchase offers or information obtained from
real estate brokers. Fair value for machinery and equipment was based on auction
sales, which were completed in 2007.
Restructuring Expenses
Restructuring expenses include costs to shut down, vacate and prepare
facilities for sale and one-time termination benefits. Costs to shut down, vacate
and prepare facilities for sale are recorded when incurred. One-time termination benefits are
amortized over the related service period. These costs are included in either cost
of sales or selling, general and administrative expenses consistent with the
classification of the costs before the restructuring.
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Deferred Income Taxes
Deferred income taxes are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled.
Earnings per Share
Basic earnings per share is calculated based on the average number of common
shares outstanding. Diluted earnings per share includes potentially dilutive common
shares.
Due to the net loss for the year ended December 31, 2006, loss per share, basic
and diluted, are the same, as the effect of potential common shares would be
antidilutive.
Financial Instruments
The carrying amounts reported in the balance sheets for accounts receivable,
accounts payable and deferred compensation approximate their fair values.
Concentration of credit risk with respect to trade accounts receivable is limited
due to the large number of entities comprising Chromcraft Revingtons customer base
and no single customer accounting for more than 10% of trade accounts receivable.
Stock-Based Compensation
The Company has two stock-based compensation plans, which are described more
fully in Note 13, Stock-Based Compensation. Effective January 1, 2006, the Company
adopted FASB Statement of Financial Accounting Standards No. 123 (revised 2004),
Share-Based Payment, (FAS 123 (R)) using the modified prospective application
method for transition for its two stock-based compensation plans. Accordingly, prior
year amounts have not been restated.
Use of Estimates
The preparation of the financial statements in accordance with U.S. generally
accepted accounting principles requires management to make estimates and assumptions
that affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
(ii) Note 10 to the consolidated financial statements of the Registrant and subsidiaries as of
December 31, 2006 and 2005 and the related consolidated statements of operations, stockholders
equity and cash flows for each of the years in the three-year period ended December 31, 2006 is
hereby amended and superseded and is hereby replaced with the following:
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Note 10. Other Long-Term Liabilities
Other long-term liabilities include $570,000 and $597,000 at December 31, 2006
and 2005, respectively, for estimated environmental remediation costs for land that
was acquired as part of a previous acquisition by the Company.
(a) 3. The documents listed in the Exhibit Index below are filed or furnished as indicated with
this Amendment.
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SIGNATURE
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 hereunto duly authorized.
Date: August 17, 2007
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CHROMCRAFT REVINGTON, INC.
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By: |
/s/ Frank T. Kane
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Frank T. Kane |
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Senior Vice President Finance and Chief Financial Officer |
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EXHIBIT INDEX
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31.1
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Certification of Chief Executive Officer required pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (filed herewith). |
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31.2
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Certification of Chief Financial Officer required pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (filed herewith). |
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32.1
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Certifications of Chief Executive Officer and Chief Financial Officer
required pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith). |
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