WEST LAFAYETTE, IN - Chromcraft Revington, Inc. (NYSE MKT: CRC) says it is in negotiations with its CEO, Ronald Butler, and other members of its management team, who are interested in acquiring the furniture maker. The transaction is complicated by the fact that Chromcraft Revington is partially owned by an ESOP - Employee Stock Ownership Plan.
The West Lafayette, IN, furniture manufacturer signed a non-binding letter of intent and term sheet with RMMJ LLC, a Delaware limited liability company led by Butler, who is also chairman of Chromcraft Revington.
The term sheet contemplates a $5 million valuation of Chromcraft Revington, with stockholders of record receiving cash in exchange for shares held.
Possibly in anticipation of the deal, Chromcraft Revington delayed filing its annual report, due April 3, and told the Securities & Exchange Commission it will delist its stock voluntarily as a consequence of missing the filing deadline.
Because it has under 300 shareholders, Chromcraft Revington is entitled to delist voluntarily - a procedure known as "going dark." Yesterday the New York Stock Exchange told th SEC it would delisted Chromcraft REvingon because of the failure to file its annual report. The furniture maker expects to file its Form 10-K on or before May 31, 2013.
Chromcraft Revingtons will maintain its ESOP (Employee Stock Ownership and Savings Plan) structure; the ESOP would not be cashed out in connection with the closing.
Chromcraft Revington struggled financially during the downturn, but has been improving lately. As of December 31, 2012, the furniture maker had assets of approximately $27.8 million, total liabilities of $12.7 million and total stockholders’ equity of approximately $15.1 million. It expects to report sales of $56.6 million for the year ended December 31, 2012 and a net loss of $6.1 million, 38 percent more than in 2011, primarily bsed on write-downs of its factory in Delphi, IN.
Chromcraft Revington sources furniture from overseas suppliers with domestic contract specialty facilities, and operates a U.S. manufacturing facility for its commercial furniture and motion based casual dining furniture in Mississippi and a manufacturing facility for office suites and other commercial furniture lines in California.
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