<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 27, 1998
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from_____to_____
Commission File No. 1-7604
CROWN CRAFTS, INC
-----------------------------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Georgia 58-0678148
- ------------------------------- ----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
1600 RiverEdge Parkway, Suite 200, Atlanta, Georgia 30328
-------------------------------------------------------------------------------
(Address of principal executive offices)
(770) 644-6400
-------------------------------------------------------------------------------
(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
The number of shares of common Stock, $1.00 par value, of the Registrant
outstanding as of November 11, 1998 was 8,608,843.
-----------------------------
<PAGE> 2
FORM 10-Q
CROWN CRAFTS, INC. AND SUBSIDIARIES
PART 1 - FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 27, 1998 (UNAUDITED) AND MARCH 29, 1998
<TABLE>
<CAPTION>
Sept. 27, March 29,
(in thousands) 1998 1998
---- ----
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash $ 636 $ 809
Accounts receivable, net:
Due from factor 42,440 32,234
Other 17,660 16,192
Inventories 113,941 82,432
Deferred income taxes 1,943 1,943
Other current assets 11,804 4,938
-------- --------
Total Current Assets 188,424 138,548
-------- --------
PROPERTY, PLANT AND EQUIPMENT - at cost:
Land, buildings and improvements 46,588 45,496
Machinery and equipment 85,226 76,053
Furniture and fixtures 1,975 1,774
-------- --------
133,789 123,323
Less accumulated depreciation 56,883 51,361
-------- --------
Property, Plant and Equipment - net 76,906 71,962
-------- --------
OTHER ASSETS:
Goodwill 30,169 28,747
Other 2,344 2,409
-------- --------
Total Other Assets 32,513 31,156
-------- --------
TOTAL $297,843 $241,666
======== ========
</TABLE>
See notes to interim consolidated financial statements.
2
<PAGE> 3
FORM 10-Q
CROWN CRAFTS, INC. AND SUBSIDIARIES
FINANCIAL STATEMENTS (continued)
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 27, 1998 (UNAUDITED) AND MARCH 29, 1998
<TABLE>
<CAPTION>
Sept. 27, March 29,
(dollars in thousands, except par value per share) 1998 1998
---- ----
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Notes payable $ 68,794 $ 24,850
Accounts payable 33,045 20,831
Income taxes payable 0 86
Accrued wages and benefits 4,918 5,091
Accrued royalties 1,478 1,758
Other accrued liabilities 4,129 2,930
Current maturities of long-term debt 30,100 30,100
-------- --------
Total Current Liabilities 142,464 85,646
-------- --------
NON-CURRENT LIABILITIES:
Long-term debt 50,100 50,100
Deferred income taxes 7,852 7,852
Other 745 745
-------- --------
Total Non-Current Liabilities 58,697 58,697
-------- --------
SHAREHOLDERS' EQUITY:
Common stock - par value $1.00 per share;
50,000,000 shares authorized; 9,983,305 and
9,654,043 shares issued 9,983 9,654
Additional paid-in capital 45,995 41,800
Retained earnings 61,013 63,838
Less: 1,374,462 and 1,260,939 shares of common
Stock held in treasury (20,309) (17,969)
-------- --------
Total Shareholders' Equity 96,682 97,323
-------- --------
TOTAL $297,843 $241,666
======== ========
</TABLE>
See notes to interim consolidated financial statements.
3
<PAGE> 4
FORM 10-Q
CROWN CRAFTS, INC. AND SUBSIDIARIES
FINANCIAL STATEMENTS (continued)
CONSOLIDATED STATEMENTS OF EARNINGS
SEPTEMBER 27, 1998 AND SEPTEMBER 28, 1997
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
------------------ ----------------
Sept. 27, Sept. 28, Sept. 27, Sept. 28,
(in thousands, except per share data) 1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
NET SALES $ 92,901 $ 86,334 $ 154,609 $ 138,978
COST OF PRODUCTS SOLD 76,486 65,478 128,140 107,557
---------- ---------- ---------- ----------
GROSS PROFIT 16,415 20,856 26,469 31,421
MARKETING AND
ADMINISTRATIVE EXPENSES 13,899 13,764 26,159 23,414
---------- ---------- ---------- ----------
EARNINGS FROM OPERATIONS 2,516 7,092 310 8,007
OTHER INCOME (EXPENSE):
Interest expense (2,506) (1,646) (4,394) (2,950)
Other - net 15 72 97 150
---------- ---------- ---------- ----------
EARNINGS (LOSS) BEFORE INCOME TAXES 25 5,518 (3,987) 5,207
INCOME TAX PROVISIONS (CREDITS) 11 2,078 (1,679) 1,961
---------- ---------- ---------- ----------
NET EARNINGS (LOSS) $ 14 $ 3,440 $ (2,308) $ 3,246
========== ========== ========== ==========
EARNINGS (LOSS) PER SHARE - BASIC $ 0.00 $ 0.43 $ (0.27) $ 0.41
EARNINGS (LOSS) PER SHARE - DILUTED $ 0.00 $ 0.41 $ (0.27) $ 0.40
AVERAGE SHARES OUTSTANDING
BASIC 8,607,571 8,003,186 8,576,427 7,974,763
========== ========== ========== ==========
DILUTED 8,619,696 8,357,950 8,576,427 8,213,295
========== ========== ========== ==========
DIVIDENDS DECLARED PER
SHARE $ 0.03 $ 0.03 $ 0.06 $ 0.06
========== ========== ========== ==========
</TABLE>
See notes to interim consolidated financial statements.
4
<PAGE> 5
FORM 10-Q
CROWN CRAFTS, INC. AND SUBSIDIARIES
FINANCIAL STATEMENTS (continued)
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED SEPTEMBER 27, 1998 AND
SEPTEMBER 28, 1997
(UNAUDITED)
<TABLE>
<CAPTION>
Sept 27, Sept. 28,
(dollars in thousands) 1998 1997
---- ----
<S> <C> <C>
OPERATING ACTIVITIES:
Net earnings (loss) $ (2,308) $ 3,246
Adjustments to reconcile net earnings to net
cash provided by (used for) operating activities;
Depreciation and amortization of property, plant
and equipment 5,692 4,906
Amortization of goodwill 642 481
Deferred income taxes (50)
Loss (gain) on sale of property, plant and equipment 29 (51)
Changes in assets and liabilities:
Accounts receivable (11,674) (7,249)
Inventories (25,229) (23,866)
Other current assets (6,854) (2,463)
Other assets 690 (846)
Accounts payable 12,078 5,540
Income taxes payable (86) 1,678
Accrued liabilities 209 1,610
-------- --------
Net Cash Provided by (Used for) Operating Activities (26,811) (17,064)
-------- --------
INVESTING ACTIVITIES:
Capital expenditures (10,179) (3,464)
Acquisitions, net of cash acquired (8,833) (15,415)
Proceeds from sale of property, plant
and equipment 39 80
-------- --------
Net Cash Used for Investing Activities (18,973) (18,799)
-------- --------
FINANCING ACTIVITIES:
Increase in notes payable 43,944 27,005
Increase in bank revolving credit 9,000
Payment of long-term debt (46)
Exercise of stock options 2,183 531
Cash dividends (516) (480)
-------- --------
Net Cash Provided by Financing Activities 45,611 36,010
-------- --------
NET INCREASE (DECREASE) IN CASH $ (173) $ 147
CASH, beginning of period 809 602
-------- --------
CASH, end of period $ 636 $ 749
======== ========
Supplemental Cash Flow Information:
Income taxes paid $ 57 $ 24
======== ========
Interest paid net of amounts capitalized $ 2,019 $ 1,416
======== ========
</TABLE>
See notes to interim consolidated financial statements.
5
<PAGE> 6
FORM 10-Q
CROWN CRAFTS, INC. AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
1. The accompanying interim consolidated financial statements have been
prepared in accordance with generally accepted accounting principles
applicable to interim financial information and the rules and
regulations of the Securities and Exchange Commission. Accordingly,
they do not include all of the information and disclosures required by
generally accepted accounting principles for complete financial
statements. In the opinion of management, such interim consolidated
financial statements contain all adjustments necessary to present
fairly the Company's financial position as of September 27, 1998 and
the results of its operations and its cash flows for the periods ended
September 27, 1998 and September 28, 1997. Such adjustments include
normal recurring accruals and a pro rata portion of certain estimated
annual expenses.
2. On May 11, 1998, the Company entered into a license agreement
with Calvin Klein, Inc. which gives the Company the right to
manufacture and distribute the Calvin Klein Home bed, bath and table
top collections. On August 12, 1998 the Company acquired inventory and
other assets from the previous licensee for a total cost of
approximately $8.6 million. This acquisition was accounted for using
the purchase method of accounting.
3. Net sales by product group were as follows (in thousands):
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
Sept. 27, Sept. 28, Sept. 27, Sept. 28,
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Bedroom products $33,867 $33,010 $ 62,137 $ 60,955
Throws and decorative
home accessories 24,311 27,388 35,079 36,502
Infant and juvenile
products 34,475 25,086 56,987 40,108
Other 248 850 406 1,413
------- ------- -------- --------
Total net sales $92,901 $86,334 $154,609 $138,978
======= ======= ======== ========
</TABLE>
4. Interest costs of $27,000 and $53,000, respectively, were capitalized
during the quarter and six month period ended September 27, 1998. No
interest costs were capitalized during the quarter or six-month period
ended September 28, 1997.
5. In the quarter ended December 28, 1997, the Company adopted Statement
of Financial Accounting Standards No. 128, "Earnings per Share" ("SFAS
128"). SFAS 128 replaced previously reported primary and fully-diluted
earnings per share amounts with basic and diluted earnings per share.
Earnings per share for all prior periods have been restated to conform
to the requirements of SFAS 128.
6. Major classes of inventory were as follows (in thousands):
<TABLE>
<CAPTION>
Sept. 27, March 29,
1998 1998
---- ----
<S> <C> <C>
Raw materials $ 41,387 $34,013
Work in process 5,280 3,441
Finished goods 67,274 44,978
-------- -------
$113,941 $82,432
======== =======
</TABLE>
7. At September 27, 1998, the Company was not in compliance with certain
provisions of its revolving credit agreements and its 6.92% unsecured
notes. Each of the lenders has waived compliance with these provisions
of its agreement for the quarter ended September 27, 1998. In addition,
each of the Company's revolving agreements expired on September 25,
1998 and subsequently were extended to November 30, 1998.
8. Operating results of interim periods are not necessarily indicative of
results to be expected for the full fiscal year.
6
<PAGE> 7
FORM 10-Q
CROWN CRAFTS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
YEAR 2000 ISSUE
In the latter portion of the 1990s, an issue affecting most companies has
emerged regarding the ability of computer applications and systems to interpret
properly dates later than December 31, 1999. This issue arises because, until
recently, many computer applications were written using only the two right most
digits to define the applicable year. Accordingly, when the need arises to enter
a date after December 31, 1999, it is unclear how any particular application
will interpret the digits 00. The so-called "Year 2000 Problem" might cause
programs that perform arithmetic operations, comparisons or date sorts to
generate erroneous results when the program is required to process dates from
both centuries, and this might result in incorrect data, system failure and
other business disruptions, including, among other things, a temporary inability
to procure materials, process transactions, send invoices and service customers.
With assistance from consultants and vendors, the Company has undertaken a
comprehensive review of the "Year 2000 compliance" of the Company's various
computer systems. Because the Company has recently concluded a general upgrade
of its computer infrastructure, and because the Company is in the process of
implementing an "enterprise resource project" ("ERP") affecting many significant
business modules, many of the Company's computer systems have been designed and
deployed with "Year 2000 compliance" as a specific requirement.
The Company's business activities that rely on computer applications include
principally the following: word processing, communications and network
operations, accounting and finance, manufacturing, distribution and order entry.
With the completion earlier in 1998 of the Company's computer infrastructure
project, the Company's word processing, communications and network operations
operate based on Microsoft products including Windows NT, Windows 95 and
Microsoft Office, all of which are certified by the vendor to be Year 2000
compliant. The Company's principal accounting and finance software package is
Infinium, which also is certified by the vendor to be Year 2000 compliant. The
Company is on schedule to deploy in April 1999 ERP software applications
supporting the Company's accounting and finance, manufacturing, distribution and
order entry functions. SAP America, Inc. is the vendor of these software
products and certifies that they are Year 2000 compliant. The Company's two main
distribution facilities in Calhoun, Georgia, and Roxboro, North Carolina, each
have a "warehouse management system" software package which has been certified
by its vendor to be Year 2000 compliant. Order entry is one of the business
functions that will be performed by the ERP software when it is deployed in
1999. Additionally, the Company has "electronic data interchange" ("EDI") links
with several of its major customers, and each of these has been designed and
deployed to be Year 2000 compliant.
In fiscal years 1998 and 1999 the Company has invested substantial sums of money
and devoted substantial time and resources to the upgrade of its computer
systems and applications, including Year 2000 compliance. Nevertheless, there
may be isolated computers or microprocessors that are not Year 2000 compliant.
However, based on the Company's on-going diligent review, the Company does not
believe that any of these will materially adversely affect the Company's
business operations, consolidated results of operations, liquidity or capital
resources.
In addition, the Company has developed and is implementing a plan for reviewing
the Year 2000 compliance of each of its significant vendors, suppliers,
financial service organizations, service providers and customers to confirm that
the Company's operations will not be materially adversely affected by the
failure of any such third party to have Year 2000 compliant computer systems.
Where appropriate, the Company intends to request assurances from such third
parties that they are addressing the Year 2000 issue and that the products and
services procured or used by the Company will function properly or will be
available without interruption in the Year 2000. Detailed questionnaires
regarding Year 2000 readiness were submitted to such third parties during the
summer of 1998, and the responses to these questionnaires are being evaluated.
Nevertheless, it will be impossible to assess fully the potential consequences
if service interruptions occur from suppliers or in infrastructure areas such as
utilities, communications, transportation, banking and government. As a result,
the Company also intends to develop a business continuity plan by July, 1999 to
minimize the impact of such external events.
While its efforts to address Year 2000 issues will involve additional costs and
the time and effort of a number of employees, the Company believes, based on
currently available information, that it will be able to manage properly its
total Year 2000 exposure. There can be no assurance, however, that it will be
successful in its effort or that the computer systems of other companies on
which the Company will rely will be timely modified, or that a failure to modify
such systems by another company or modifications that are incompatible with its
systems would not have a material adverse effect on the Company's consolidated
results of operations, liquidity and capital resources.
Even though the software systems being installed by the Company have been
certified to be Year 2000 compliant, the software vendors may issue software
patches to address additional Year 2000 issues that may manifest themselves
later that are not covered in the current versions of the software.
RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPT. 27, 1998 COMPARED TO THE THREE MONTHS ENDED SEPT. 28,
1997
Net sales increased $6.6 million or 7.6% to $92.9 million in the current year
quarter compared to $86.3 million in the prior year quarter. The increase was
primarily attributable to a 37.4% growth in sales of infant and juvenile
products which included incremental net sales of $6.9 million from businesses
acquired by the Company subsequent to the end of or during the prior year
quarter. Sales of bedding products increased 2.6%, which included $0.9 million
of Calvin Klein products, while sales of throws and
7
<PAGE> 8
decorative home accessories declined 11.2%. The decline in sales of throws and
decorative home accessories was the result of a general market softening of
demand for pictorial throws which negatively impacted the Company's gift
division. Further, the seasonality of demand for this type of product is
evidenced by the 11.2% three-month decline versus a 3.9% six-month decline.
Gross profit as a percentage of net sales decreased to 17.7% for the quarter
ended September 27, 1998 from 24.2% for the quarter ended September 28, 1997 due
to increased sales of lower margin products and under-utilization of capacity at
the Company's manufacturing facilities.
Operating expenses increased $135,000 or 1.0% for the quarter ended September
27, 1998 compared to the prior year quarter. Businesses acquired by the company
subsequent to the end of or during the prior year quarter accounted for an
incremental increase of $650,000. However, the increase was offset by reductions
in incentive compensation and legal fees.
Interest expense for the quarter ended September 27, 1998 increased $0.9 million
or 52.2% from the prior year quarter due to higher levels of average debt
outstanding and higher average interest rates.
The effective income tax rate increased to 42.1% for the quarter ended September
27, 1998 from 37.6% for the quarter ended September 28, 1997. The increase was
due to higher effective state income tax rates and increases in non-deductible
expenses associated with acquisitions.
The Company entered into a license agreement with Calvin Klein, Inc. which
became effective May 11, 1998. This license gives the Company the right to
manufacture and distribute the Calvin Klein Home bed, bath and tabletop
collections. On August 12, 1998 the Company acquired inventory and other assets
from the previous licensee for a total cost of approximately $8.6 million. This
acquisition was accounted for as a purchase and did not have a material effect
on the Company's results of operations for the quarter ended September 27, 1998.
Modest sales of Calvin Klein products occurred during the quarter ended
September 27, 1998. Shipments of Calvin Klein products have increased during the
Company's third fiscal quarter but are not expected to reach normal levels until
the fourth fiscal quarter.
SIX MONTHS ENDED SEPT. 27, 1998 COMPARED TO THE SIX MONTHS ENDED SEPT. 28, 1997
Net sales increased $15.6 million or 11.2% to $154.6 million for the six months
ended September 27, 1998 compared to $139.0 million for the six months ended
September 28, 1997. The increase was primarily attributable to a 42.1% growth in
sales of infant and juvenile products which included incremental net sales of
$14.6 million from businesses acquired by the Company subsequent to the end of
or during the prior year quarter. Sales of bedding products increased 1.9%,
while sales of throws and decorative home accessories declined 3.9%. The decline
in sales of throws and decorative home accessories was the result of a general
market softening of demand for pictorial throws which negatively impacted the
Company's gift division. The 3.9% decline was largely driven by the current
three-month period decline of 11.2%. The general market softening of demand
would be expected to have the biggest impact during the second fiscal quarter
due to the seasonality of this type of product.
Gross profit as a percentage of net sales decreased to 17.1% for the six months
ended September 27, 1998 from 22.6% for the six months ended September 28, 1997
due to increased sales of lower margin products and under-utilization of
capacity at the Company's manufacturing facilities.
Operating expenses increased $2.7 million or 11.7% for the six months ended
September 27, 1998 compared to the six months ended September 28, 1997. The
increase was primarily attributable to incremental expenses of $1.9 million from
businesses acquired by the Company subsequent to the end of or during the prior
fiscal six-month period and increased employee costs.
Interest expense for the six months ended September 27, 1998 increased $1.4
million or 48.9% from the prior year six months due to higher levels of average
debt outstanding and higher average interest rates.
The effective income tax rate increased to 42.1% for the six months ended
September 27, 1998 from 37.7% for the six months ended September 28, 1997. The
increase was due to higher effective state income tax rates and increases in
non-deductible expenses associated with acquisitions.
8
<PAGE> 9
FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES
The company maintains unsecured committed revolving credit facilities totaling
$30 million with two commercial banks at interest rates based on each bank's
Base Rate plus 0.5%. At September 27, 1998, borrowings of $30 million were
outstanding under these facilities at an interest rate of 9.0%. The Company pays
facility fees on the unused portions of these committed credit lines. These
credit facilities expired on September 25, 1998 and subsequently were extended
to November 30, 1998. Accordingly, the full $30 million outstanding under these
revolving credit facilities is included with other current maturities of
long-term debt in the September 27, 1998 balance sheet. The Company also
maintains uncommitted lines of credit totaling $40 million with the two
commercial banks at floating interest rates. At September 27, 1998, borrowings
of $40 million were outstanding under these lines at interest rates of 9.0%.
Among other covenants, these bank facilities contain a requirement that the
Company maintain minimum levels of Shareholders' equity, one effect of which is
to restrict the payment of cash dividends. At September 27, 1998, retained
earnings of approximately $3.9 million were available for dividend payments.
Other covenants require the Company to maintain certain financial ratios and
place restrictions on the amounts the Company may expend on acquisitions and
purchases of treasury stock.
In July 1998, the company obtained an additional $25 million unsecured committed
revolving credit facility from one of its commercial banks. The facility had an
initial expiration date of August 25, 1998, but has been extended to November
30, 1998. This credit facility carries an interest rate of the bank's Base Rate
plus 0.5%. At September 27, 1998, the Company had borrowings of $14.7 million
under this facility.
The Company factors certain of its trade accounts receivable on a maturity basis
with a commercial factor. At September 27, 1998, the Company had borrowed $14.1
million against these factored accounts receivable at an interest rate of 8.5%.
At September 27, 1998, the Company was not in compliance with certain provisions
of its revolving credit agreements and its 6.92% unsecured notes. Each of the
lenders has waived compliance with these provisions of its agreement for the
quarter ended September 27, 1998.
In July 1998, the Company had completed negotiations with a private lender for
an additional long-term fixed rate unsecured borrowing arrangement of $40
million; however due to the operating performance of the Company and conditions
in the credit markets, the commitment from the private lender expired and the
Company is no longer pursing the borrowing arrangement. The Company is currently
in discussions with its two commercial banks for a new unsecured committed
revolving credit facility to replace both the committed and uncommitted credit
facilities described above.
Total debt increased to $149 million at September 27, 1998 from $105.1 million
at March 29, 1998. The increase was used to finance a seasonal increase in
accounts receivable and inventories and to fund the acquisition of certain
assets pertaining to its recently obtained licensee for Calvin Klein Home
products.
Total inventories increased $31.5 million to $113.9 million at September 27,
1998 from $82.4 million at March 29, 1998. Approximately $6.3 million of this
increase relates to the acquisition of inventory in the Calvin Klein Home
products transaction described above. The remaining increase in inventories
resulted from the seasonal selling patterns of the Company, some of which
shifted to the Company's third fiscal quarter and to increased demand for some
of the Company's imported products which have a longer lead time for delivery
than domestically manufactured products. Also contributing to the increase was
the slowdown in sales of a mass merchant bedding program which is being
discontinued by the retailer. The Company expects a decrease in inventories from
higher seasonal sales in its fiscal third quarter and from other actions it is
taking to reduce the level of period inventories required to support its
businesses. These expected reductions in inventories are expected to result in
reductions in the level of the Company's borrowings under its credit facilities.
FORWARD-LOOKING INFORMATION
This Form 10Q contains forward-looking statements within the meaning of the
federal securities law. Such statements are based upon management's current
expectations, projections, estimates and assumptions. Words such as "expects,"
"believes," "anticipates" and variations of such words and similar expressions
are intended to identify such forward-looking statements. Forward-looking
statements involve known and unknown risks and uncertainties that may cause
future results to differ materially from those
9
<PAGE> 10
anticipated. These risks include, among others, general economic conditions,
changing competition, the level and pricing of future orders from the Company's
customers, the Company's dependence upon third-party suppliers, including some
located in foreign countries with unstable political situations, the Company's
ability to successfully implement new information technologies, the Company's
ability to integrate its acquisitions and new licenses, and the Company's
ability to implement improvements in its acquired businesses.
10
<PAGE> 11
FORM 10-Q
CROWN CRAFTS, INC. AND SUBSIDIARIES
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings
None
Item 2 - Changes in Securities
None
Item 3 - Defaults Upon Senior Securities
At September 27, 1998, the Company was not in compliance with certain
provisions of its revolving credit agreements and its 6.92% unsecured
notes. Each of the lenders has waived compliance with these provisions
of its agreement for the quarter ended September 27, 1998. In addition,
each of the Company's revolving credit agreements expired on September
25, 1998 and subsequently were extended to November 30, 1998. The
Company is in discussions with its lenders to modify the terms of its
agreements and to extend the maturity of its revolving credit
facilities.
Item 4 - Submission of Matters to Vote of Security Holders
The following directors of the registrant were elected for a three year
term:
Michael H. Bernstein
E. Randall Chestnut
Richard N. Toub
Item 5 - Other Information
Item 6 - Exhibits and Reports on Form 8-K
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
<S> <C>
27 Financial Data Schedule (for SEC use
only)
</TABLE>
There were no reports on Form 8-K during the quarter ended September
27, 1998.
11
<PAGE> 12
FORM 10-Q
CROWN CRAFTS, INC. AND SUBSIDIARIES
SEPTEMBER 27, 1998
SIGNATURES
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 thereunto duly authorized.
CROWN CRAFTS, INC.
Date: November 12, 1998 /s/ Robert E. Schnelle
------------------------------
ROBERT E. SCHNELLE
Vice President, Treasurer
(Chief Accounting Officer)
12
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-28-1999
<PERIOD-START> JUN-29-1998
<PERIOD-END> SEP-27-1998
<CASH> 636
<SECURITIES> 0
<RECEIVABLES> 60,100
<ALLOWANCES> 0
<INVENTORY> 113,941
<CURRENT-ASSETS> 188,424
<PP&E> 133,789
<DEPRECIATION> 56,883
<TOTAL-ASSETS> 297,843
<CURRENT-LIABILITIES> 142,464
<BONDS> 50,100
0
0
<COMMON> 9,983
<OTHER-SE> 86,699
<TOTAL-LIABILITY-AND-EQUITY> 297,843
<SALES> 154,609
<TOTAL-REVENUES> 154,609
<CGS> 128,140
<TOTAL-COSTS> 128,140
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,394
<INCOME-PRETAX> (3,987)
<INCOME-TAX> (1,679)
<INCOME-CONTINUING> (2,308)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,308)
<EPS-PRIMARY> (0.27)
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</TABLE>
