Form 11-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
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þ |
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2008
OR
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o |
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 1-13970
A. |
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Full title of the plan and address of the plan, if different from that of the issuer named
below: |
CHROMCRAFT REVINGTON SAVINGS PLAN
B. |
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Name of issuer of the securities held pursuant to the plan and the address of its principal
executive office: |
CHROMCRAFT REVINGTON, INC.
1330 Win Hentschel Blvd., Suite 250
West Lafayette, Indiana 47906
Chromcraft Revington Savings Plan
EIN 35-1848094 PN 001
Accountants Report and Financial Statements
December 31, 2008 and 2007
Chromcraft Revington Savings Plan
December 31, 2008 and 2007
Contents
Report of Independent Registered Public Accounting Firm
Benefit Plans Committee
Chromcraft Revington Savings Plan
West Lafayette, Indiana
We have audited the accompanying statements of net assets available for plan benefits of the
Chromcraft Revington Savings Plan as of December 31, 2008 and 2007, and the related statements of
changes in net assets available for plan benefits for the years then ended. These financial
statements are the responsibility of the Plans management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used and significant estimates made by
management and evaluating the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the net assets available for plan benefits of the Chromcraft Revington Savings Plan as of
December 31, 2008 and 2007, and the changes in its net assets available for plan benefits for the
years ended, in conformity with accounting principles generally accepted in the United States of
America.
As discussed in Note 4, the Plan changed its method of accounting for fair value measurements in
accordance with Statement of Financial Accounting Standards No. 157 during 2008.
The accompanying supplemental schedule is presented for the purpose of additional analysis and is
not a required part of the basic financial statements, but is supplementary information required by
the Department of Labors Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the
Plans management. The supplemental schedule has been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our opinion, is fairly stated, in all
material respects, in relation to the basic financial statements taken as a whole.
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/s/ BKD, LLP |
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June 23, 2009 |
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Federal Employer Identification Number: 44-0160260 |
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1
Chromcraft Revington Savings Plan
Statements of Net Assets Available for Plan Benefits
December 31, 2008 and 2007
(In thousands)
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2008 |
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2007 |
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Assets |
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Investments Held by Trustee, at fair value |
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Mutual funds |
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$ |
8,808 |
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$ |
17,848 |
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T. Rowe Price Stable Value Common Trust Fund |
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4,270 |
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4,963 |
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Chromcraft Revington, Inc. common stock |
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43 |
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277 |
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Participant loans |
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267 |
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602 |
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Total investments |
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13,388 |
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23,690 |
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Participants Contributions Receivable |
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12 |
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12 |
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Net Assets Available for Plan Benefits at Fair Value |
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13,400 |
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23,702 |
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Adjustment from fair value to contract value for fully benefit-responsive
investment contracts |
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40 |
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(29 |
) |
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Net Assets Available for Plan Benefits |
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$ |
13,440 |
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$ |
23,673 |
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See Notes to Financial Statements
2
Chromcraft Revington Savings Plan
Statements of Changes in Net Assets Available for Plan Benefits
Years Ended December 31, 2008 and 2007
(In thousands)
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2008 |
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2007 |
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Additions to Net Assets Attributed to: |
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Investment income |
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Dividends and interest |
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$ |
933 |
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$ |
1,524 |
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Net appreciation (depreciation) in fair value of investments |
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(5,928 |
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105 |
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(4,995 |
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1,629 |
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Contributions |
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Participants |
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576 |
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758 |
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Interest on participant loans |
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34 |
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54 |
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Total additions (reductions) |
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(4,385 |
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2,441 |
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Deductions From Net Assets Attributed to: |
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Benefits and withdrawals paid directly to participants |
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5,848 |
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7,316 |
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Total deductions |
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5,848 |
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7,316 |
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Net Decrease |
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(10,233 |
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(4,875 |
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Net Assets Available for Plan Benefits, Beginning of Year |
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23,673 |
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28,548 |
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Net Assets Available for Plan Benefits, End of Year |
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$ |
13,440 |
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$ |
23,673 |
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See Notes to Financial Statements
3
Chromcraft Revington Savings Plan
Notes to Financial Statements
December 31, 2008 and 2007
Note 1: Description of the Plan
The following description of the Chromcraft Revington Savings Plan (Plan) provides only
general information. Participants should refer to the Plan Document and Summary Plan
Description for a more complete description of the Plans provisions, which are available
from the Plan Administrator.
General
The Plan is a defined-contribution plan covering all eligible employees of Chromcraft
Revington, Inc. and its subsidiary (the Company or Employer). Employees may elect to
participate in the Plan on the earlier of January 1, April 1, July 1 or October 1 following
the completion of six full months of service. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA).
Participant Accounts
Each participants account includes credits for the participants voluntary contributions,
any Employer matching or profit-sharing contributions and Plan earnings. Plan earnings are
allocated among all participants based on their investment in each fund.
Participant Contributions
Participants are permitted to contribute 1% to 50% of their annual compensation to the Plan,
as defined in the Plan Document, on either a pre-tax or after-tax basis.
Employer Contributions
All Employer contributions are discretionary. Employer matching contributions are being made
to the Chromcraft Revington Employee Stock Ownership Plan. The Companys matching
contribution rate was 100% of pre-tax contributions up to 3% of eligible compensation plus
50% of pre-tax contributions on the next 2% of eligible compensation.
Vesting
All participant contributions and safe harbor matching contributions and earnings thereon are
immediately 100% vested. Any other Employer contributions that may be made to the Plan are
subject to a three-year cliff vesting schedule, meaning 0% vested until three years of
service and 100% vested thereafter.
For the years ended December 31, 2008 and 2007, the Employer determined that a partial Plan
termination occurred due to the number of terminations during the year. There was no impact
on the Plan due to the fact that participants accounts were 100% vested.
4
Chromcraft Revington Savings Plan
Notes to Financial Statements
December 31, 2008 and 2007
Forfeitures
Forfeitures of non-vested Company contributions are used to reduce Plan expenses that would
otherwise be paid by the Company. At December 31, 2008 and 2007, forfeited non-vested
accounts totaled approximately $1,300 and $800, respectively. There were no Plan expenses
paid from forfeited non-vested accounts in 2008 or 2007.
Payment of Benefits and Withdrawals
At retirement or termination of service, a participant may elect to receive, in the form of a
single sum, the value of his or her vested account balance. In-service withdrawals of
pre-tax contributions require the participant to meet certain Plan requirements. Company
matching contributions and profit-sharing contributions may not be withdrawn by a participant
prior to his or her termination of employment. Participants in the Plan may withdraw their
after-tax contributions to the Plan, including any investment earnings attributable to those
contributions. Benefits are recorded when paid.
Trustees
Plan assets are held by T. Rowe Price Trust Company, Inc.
Administrative Expenses
The Plan is administered by a committee appointed by the Companys board of directors.
Administrative expenses are borne by the Company or through forfeitures of non-vested company
contributions.
Participant Loans
Each participant has the right, subject to certain restrictions, to borrow from his or her
account. The maximum aggregate amount a participant may borrow is 50% of his or her total
vested account balance, up to a maximum of $50,000. Loans bear a market rate of interest and
may be repaid over a period not to exceed five years. The interest paid on a loan is
credited directly to the participants account in the Plan.
5
Chromcraft Revington Savings Plan
Notes to Financial Statements
December 31, 2008 and 2007
Note 2: Summary of Significant Accounting Policies
Basis of Accounting
The accompanying financial statements are prepared on the accrual basis of accounting, except
for the cash basis recording of benefits paid.
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 net assets and changes in net assets and
disclosure of contingent assets and liabilities at the date of the financial statements.
Actual results could differ from those estimates.
Investments
The Plans investments are stated at fair value. Quoted market prices are used to value
shares of mutual funds and common stocks traded on a national exchange. The fair values of
the Plans interests in stable value funds are based upon the net asset values of such funds
reflecting all investments at fair value, including direct and indirect interests in fully
benefit-responsive contracts, as reported by the Plan trustee.
Net assets available for plan benefits reflects the contract value of the Plans investments
in stable value funds because a separate adjustment is presented in the statements of net
assets available for plan benefits to increase or decrease the carrying amount of these
investments to contract value, as applicable. Contract value represents contributions made
under the contract, plus earnings, less participant withdrawals and administrative expenses.
6
Chromcraft Revington Savings Plan
Notes to Financial Statements
December 31, 2008 and 2007
Note 3: Investments
Participants are permitted to direct the investments in their accounts.
The fair value of individual investments that represented 5% or more of the Plans net assets
available for benefits were as follows:
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2008 |
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2007 |
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(In thousands) |
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T. Rowe Price Stable Value Common Trust Fund |
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$ |
4,270 |
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$ |
4,963 |
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T. Rowe Price Spectrum Growth Fund |
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1,442 |
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3,429 |
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T. Rowe Price Balanced Fund |
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1,330 |
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2,534 |
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T. Rowe Price Spectrum International Fund |
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769 |
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2,511 |
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T. Rowe Price Spectrum Income Fund |
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1,398 |
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2,113 |
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T. Rowe Price Equity Income Fund |
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1,665 |
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Interest and dividends realized on the Plans investments for 2008 and 2007 was $933,000 and
$1,524,000, respectively.
The Plan investments (including gains and losses on investments bought and sold, as well as
held during the year) appreciated (depreciated) in value during 2008 and 2007 as follows:
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2008 |
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2007 |
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(In thousands) |
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Chromcraft Revington, Inc. common stock |
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$ |
(245 |
) |
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$ |
(230 |
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Mutual funds |
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(5,683 |
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335 |
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$ |
(5,928 |
) |
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$ |
105 |
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7
Chromcraft Revington Savings Plan
Notes to Financial Statements
December 31, 2008 and 2007
Note 4: Disclosures About Fair Value of Assets
Effective January 1, 2008, the Plan adopted Statement of Financial Accounting Standards
No. 157 (FAS 157), Fair Value Measurements. FAS 157 defines fair value, establishes a
framework for measuring fair value and expands disclosures about fair value measurements.
FAS 157 has been applied prospectively as of the beginning of the year.
FAS 157 defines fair value as the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at the measurement
date. FAS 157 also establishes a fair value hierarchy which requires an entity to maximize
the use of observable inputs and minimize the use of unobservable inputs when measuring fair
value. The standard describes three levels of inputs that may be used to measure fair value:
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Level 1 |
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Quoted prices in active markets for identical assets or liabilities |
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Level 2 |
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Observable inputs other than Level 1 prices, such as quoted prices for
similar assets or liabilities; quoted prices in markets that are not active; or other
inputs that are observable or can be corroborated by observable market data for
substantially the full term of the assets or liabilities |
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Level 3 |
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Unobservable inputs that are supported by little or no market activity
and that are significant to the fair value of the assets or liabilities |
Following is a description of the valuation methodologies used for assets measured at fair
value on a recurring basis and recognized in the accompanying statements of net assets
available for plan benefits, as well as the general classification of such assets and
liabilities pursuant to the valuation hierarchy. The Plan has no liabilities measured on a
recurring basis and has no assets or liabilities measured on a nonrecurring basis.
Investments
Where quoted market prices are available in an active market, securities are classified
within Level 1 of the valuation hierarchy. Level 1 securities include common stock, mutual
funds and a money market fund. If quoted market prices are not available, then fair values
are estimated by using pricing models, quoted prices of securities with similar
characteristics or discounted cash flows. Level 2 securities include a collective trust
fund. In certain cases where Level 1 or Level 2 inputs are not available, investments are
classified within Level 3 of the hierarchy and include participant loans.
8
Chromcraft Revington Savings Plan
Notes to Financial Statements
December 31, 2008 and 2007
The following table presents the fair value measurements of assets recognized in the
accompanying statement of net assets available for plan benefits measured at fair value on a
recurring basis and the level within the FAS 157 fair value hierarchy in which the fair value
measurements fall at December 31, 2008:
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Fair Value Measurements Using |
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Quoted Prices |
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in Active |
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Significant |
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Markets for |
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Other |
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Significant |
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Identical |
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Observable |
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Unobservable |
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Fair |
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Assets |
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Inputs |
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Inputs |
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Value |
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(Level 1) |
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(Level 2) |
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(Level 3) |
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Common Stock |
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$ |
43 |
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$ |
43 |
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$ |
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$ |
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Mutual Funds |
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8,808 |
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8,808 |
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Collective Investment Fund |
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4,270 |
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4,270 |
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Participant Loans |
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267 |
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267 |
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$ |
13,388 |
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$ |
8,851 |
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$ |
4,270 |
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$ |
267 |
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The following is a reconciliation of the beginning and ending balances of recurring fair
value measurements recognized in the accompanying statement of net assets available for plan
benefits using significant unobservable (Level 3) inputs:
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Participant |
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Loans |
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Balance, January 1, 2008 |
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$ |
602 |
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Issuances, repayments and distributions |
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(335 |
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Balance, December 31, 2008 |
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$ |
267 |
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Note 5: Benefits Payable to Participants
At December 31, 2008 and 2007, net assets available for plan benefits included $320,000 and
$298,000, respectively, for benefit distributions payable to participants who had withdrawn
from the Plan prior to the end of the Plan year.
9
Chromcraft Revington Savings Plan
Notes to Financial Statements
December 31, 2008 and 2007
Note 6: Party-in-Interest Transactions
Plan investments include shares of mutual funds managed by T. Rowe Price. A related entity
of this fund manager served as trustee of the Plan and, therefore, transactions in these
funds qualify as party-in-interest transactions. The Plan also holds Chromcraft Revington
common stock totaling $42,741 and $277,177 at December 31, 2008 and 2007 (109,591 and 57,745
shares in 2008 and 2007), respectively.
Note 7: Plan Termination
Although it has not expressed any intent to do so, the Company has the right under the Plan
to discontinue and terminate the Plan subject to provisions of ERISA.
Note 8: Tax Status
The Plan obtained its determination letter in 2002, in which the Internal Revenue Service
stated that the Plan, as then designed, was in compliance with the applicable requirements of
the Internal Revenue Code. Although the Plan has been amended since receiving the
determination letter, the Plans administrator and legal counsel believe that the Plan is
currently designed and being operated in compliance with the applicable requirements of the
Internal Revenue Code.
Note 9: Nonexempt Transactions
Defined-contribution plans are required to remit employee contributions to the Plan as soon
as they can be reasonably segregated from the employers general assets, but no later than
the 15th business day of the month following the month in which the participant contributions
are withheld by the employer. While the Company remitted all employee contributions to the
Plan, contributions of $196,034 were not remitted within the required time period for the
year ended December 31, 2007.
10
Chromcraft Revington Savings Plan
Notes to Financial Statements
December 31, 2008 and 2007
Note 10: Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of net assets available for benefits per the financial
statements at December 31, 2008, to Form 5500:
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2008 |
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Net assets available for plan benefits per the financial statements |
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$ |
13,440 |
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Adjustment from contract value to fair value for fully
benefit-responsive investment contracts |
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(40 |
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Net assets available for plan benefits per Form 5500 |
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$ |
13,400 |
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The statement of change in net assets available for plan benefits included in the Plans Form
5500 filing also excludes the impact of adjustment from fair value to contract value for
fully benefit-responsive investment contracts.
Note 11: Current Economic Conditions
The current economic environment presents employee benefit plans with unprecedented
circumstances and challenges, which in some cases have resulted in large declines in the fair
value of investments. The financial statements have been prepared using values and
information currently available to the Plan.
Given the volatility of current economic conditions, the values of assets recorded in the
financial statements could change rapidly, resulting in material future adjustments in
investment values that could negatively impact the Plan.
11
Chromcraft Revington Savings Plan
EIN 35-1848094 PN 001
Schedule H, Line 4i Schedule of Assets (Held at End of Year)
December 31, 2008
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(e) |
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(a)(b) |
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(c) |
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Current |
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Identity of Issue |
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Description of Investment |
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Value |
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(In thousands) |
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*Chromcraft Revington, Inc. common stock |
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109,591 shares |
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$ |
43 |
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*T. Rowe Price |
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Stable Value Common Trust Fund |
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(Collective investment fund of bank, insurance and other investment contracts) |
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|
4,270 |
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Spectrum Growth |
|
131,167 shares |
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|
1,442 |
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Spectrum Income |
|
135,318 shares |
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|
1,398 |
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Balanced Fund |
|
94,662 shares |
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|
1,330 |
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Spectrum International Fund |
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113,308 shares |
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|
769 |
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New Income Fund |
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72,414 shares |
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|
625 |
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Personal Strategy Balanced Fund |
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43,934 shares |
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|
580 |
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New America Growth Fund |
|
30,780 shares |
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|
578 |
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Equity Income Fund |
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31,823 shares |
|
|
544 |
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Equity Index 500 Fund |
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18,859 shares |
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|
457 |
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Retirement 2010 Fund |
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19,303 shares |
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|
216 |
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Personal Strategy Income Fund |
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14,618 shares |
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|
177 |
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Retirement 2015 Fund |
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17,264 shares |
|
|
143 |
|
Retirement 2020 Fund |
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12,809 shares |
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|
142 |
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Mid-Cap Growth Fund |
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3,735 shares |
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|
122 |
|
Small-Cap Stock Fund |
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4,350 shares |
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|
85 |
|
Personal Strategy Growth Fund |
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2,949 shares |
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|
44 |
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Science & Technology Fund |
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3,290 shares |
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|
43 |
|
Retirement 2025 Fund |
|
5,392 shares |
|
|
43 |
|
Short-Term Bond Fund |
|
6,712 shares |
|
|
31 |
|
Retirement 2030 Fund |
|
2,668 shares |
|
|
30 |
|
Retirement 2040 Fund |
|
383 shares |
|
|
4 |
|
Retirement 2035 Fund |
|
418 shares |
|
|
3 |
|
Retirement 2045 Fund |
|
192 shares |
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,078 |
|
|
|
|
|
|
|
|
|
*Participant Loans |
|
Interest rates from 5.00% to 9.25% with maturities through 2017 |
|
|
267 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
13,388 |
|
|
|
|
|
|
|
|
|
12
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or
other persons who administer the employee benefit plan) have duly caused this annual report to be
signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
|
|
|
Chromcraft Revington Savings Plan |
|
|
|
(Name of Plan) |
|
|
|
|
|
By |
the Benefit Plans Administrative Committee |
|
|
|
|
Date: June 29, 2009 |
/s/ Myron D. Hamas
|
|
|
Myron D. Hamas, Member, |
|
|
Benefit Plans Administrative Committee,
Chromcraft Revington Savings Plan |
|
EXHIBIT INDEX
|
|
|
|
|
Exhibit |
|
|
Number |
|
Description |
|
|
|
|
|
|
23.1 |
|
|
Consent of Independent Registered Public Accounting Firm dated
June 23, 2009 (filed herewith) |