<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 December 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 February 9, 1999 was 8,608,843.
------------------------
<PAGE> 2
FORM 10-Q
CROWN CRAFTS, INC. AND SUBSIDIARIES
PART 1 - FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
DECEMBER 27, 1998 (UNAUDITED) AND MARCH 29, 1998
<TABLE>
<CAPTION>
Dec. 27, March 29,
(in thousands) 1998 1998
-------- --------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash $ 846 $ 809
Accounts receivable, net:
Due from factor 31,449 32,234
Other 9,019 16,192
Inventories 102,413 82,432
Deferred income taxes 1,943 1,943
Other current assets 7,818 4,938
-------- --------
Total Current Assets 153,488 138,548
-------- --------
PROPERTY, PLANT AND EQUIPMENT - at cost:
Land, buildings and improvements 46,832 45,496
Machinery and equipment 88,748 76,053
Furniture and fixtures 2,142 1,774
-------- --------
137,722 123,323
Less accumulated depreciation 59,643 51,361
-------- --------
Property, Plant and Equipment - net 78,079 71,962
-------- --------
OTHER ASSETS:
Goodwill 28,054 28,747
Other 4,008 2,409
-------- --------
Total Other Assets 32,062 31,156
-------- --------
TOTAL $263,629 $241,666
======== ========
</TABLE>
See notes to interim consolidated financial statements.
2
<PAGE> 3
CONSOLIDATED BALANCE SHEETS
DECEMBER 27, 1998 (UNAUDITED) AND MARCH 29, 1998
<TABLE>
<CAPTION>
Dec. 27, March 29,
(dollars in thousands, except par value per share) 1998 1998
-------- --------
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Notes payable $ 42,575 $ 24,850
Accounts payable 21,921 20,831
Income taxes payable 15 86
Accrued wages and benefits 4,770 5,091
Accrued royalties 2,782 1,758
Other accrued liabilities 3,854 2,930
Current maturities of long-term debt 37,243 30,100
--------- ---------
Total Current Liabilities 113,160 85,646
--------- ---------
NON-CURRENT LIABILITIES:
Long-term debt 42,957 50,100
Deferred income taxes 7,852 7,852
Other 745 745
--------- ---------
Total Non-Current Liabilities 51,554 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 45,973 41,800
Retained earnings 63,268 63,838
Less: 1,374,462 and 1,260,939 of common
Stock held in treasury (20,309) (17,969)
--------- ---------
Total Shareholders' Equity 98,915 97,323
--------- ---------
TOTAL $ 263,629 $ 241,666
========= =========
</TABLE>
See notes to interim consolidated financial statements.
3
<PAGE> 4
CONSOLIDATED STATEMENTS OF EARNINGS
DECEMBER 27, 1998 AND DECEMBER 28, 1997 (UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
----------------------------- -----------------------------
Dec. 27, Dec. 28, Dec. 27, Dec. 28,
(dollars in thousands, except per share data) 1998 1997 1998 1997
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
NET SALES $ 120,394 $ 103,037 $ 275,003 $ 242,015
COST OF PRODUCTS SOLD 97,575 78,339 225,715 185,896
----------- ----------- ----------- -----------
GROSS PROFIT 22,819 24,698 49,288 56,119
MARKETING AND
ADMINISTRATIVE EXPENSES 15,586 15,584 41,745 38,998
----------- ----------- ----------- -----------
EARNINGS FROM OPERATIONS 7,233 9,114 7,543 17,121
OTHER INCOME (EXPENSE):
Interest expense (2,784) (1,903) (7,178) (4,853)
Other - net 118 (15) 215 135
----------- ----------- ----------- -----------
EARNINGS BEFORE INCOME TAXES 4,567 7,196 580 12,403
INCOME TAX PROVISIONS 2,055 2,715 376 4,676
----------- ----------- ----------- -----------
NET EARNINGS $ 2,512 $ 4,481 $ 204 $ 7,727
=========== =========== =========== ===========
EARNINGS PER SHARE - BASIC $ 0.29 $ 0.55 $ 0.02 $ 0.96
EARNINGS PER SHARE - DILUTED $ 0.29 $ 0.52 $ 0.02 $ 0.93
AVERAGE SHARES OUTSTANDING
BASIC 8,608,843 8,093,345 8,587,232 8,014,290
=========== =========== =========== ===========
DILUTED 8,608,843 8,609,518 8,705,943 8,345,369
=========== =========== =========== ===========
DIVIDENDS DECLARED PER
SHARE $ 0.03 $ 0.03 $ 0.09 $ 0.09
=========== =========== =========== ===========
</TABLE>
See notes to interim consolidated financial statements.
4
<PAGE> 5
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED DECEMBER 27, 1998 AND
DECEMBER 28, 1997
(UNAUDITED)
<TABLE>
<CAPTION>
Dec. 27, Dec. 28,
(in thousands) 1998 1997
-------- --------
<S> <C> <C>
OPERATING ACTIVITIES:
Net earnings $ 204 $ 7,727
Adjustments to reconcile net earnings to net
cash provided by operating activities;
Depreciation and amortization of property,
plant and equipment 8,453 7,541
Amortization of goodwill 916 718
Deferred income taxes (50)
Loss (gain) on sale of property, plant and
equipment 29 (52)
Changes in assets and liabilities:
Accounts receivable 7,958 7,561
Inventories (13,702) (16,710)
Other current assets (2,869) (454)
Other assets 1,038 (176)
Accounts payable 954 792
Income taxes payable (71) 836
Accrued liabilities 1,037 1,448
-------- --------
Cash Provided by Operating Activities 3,947 9,181
-------- --------
INVESTING ACTIVITIES:
Capital expenditures (14,113) (5,287)
Acquisitions, net of cash acquired (8,949) (15,602)
Proceeds from sale of property, plant
and equipment 39 95
-------- --------
Net Cash Used for Investing Activities (23,023) (20,794)
-------- --------
FINANCING ACTIVITIES:
Increase in notes payable 17,725 3,228
Increase in bank revolving credit 9,000
Payment of long-term debt (209)
Exercise of stock options 2,162 1,025
Cash dividends (774) (723)
-------- --------
Net Cash Provided by Financing Activities 19,113 12,321
-------- --------
NET INCREASE IN CASH $ 37 $ 708
CASH, beginning of period 809 602
-------- --------
CASH, end of period $ 846 $ 1,310
======== ========
Supplemental Cash Flow Information:
Income taxes paid $ 123 $ 3,625
======== ========
Interest paid net of amounts capitalized $ 6,867 $ 4,735
======== ========
</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 December
27, 1998 and the results of its operations and its cash flows for the periods
ended December 27, 1998 and December 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 $8.7 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 Nine Months Ended
Dec. 27, Dec. 28, Dec. 27, Dec. 28,
1998 1997 1998 1997
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Bedroom products $ 41,991 $ 28,171 $104,128 $ 89,127
Throws and decorative
home accessories 46,131 43,705 81,209 80,207
Infant and juvenile
products 31,962 30,163 88,950 70,271
Other 310 998 716 2,410
-------- -------- -------- --------
Total net sales $120,394 $103,037 $275,003 $242,015
======== ======== ======== ========
</TABLE>
4. Interest costs of $40,000 and $121,000, respectively, were capitalized during
the quarter and nine-month period ended December 27, 1998. No interest costs
were capitalized during the quarter or nine-month period ended December 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>
Dec. 27, March 29,
1998 1998
-------- --------
<S> <C> <C>
Raw materials $ 40,277 $34,013
Work in process 4,141 3,441
Finished goods 57,995 44,978
-------- -------
$102,413 $82,432
======== =======
</TABLE>
7. At December 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 December 27, 1998. In addition, each of the
Company's revolving agreements expired on December 31, 1998 and each was
subsequently extended to March 31, 1999.
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 costs incurred by the Company in assessing "Year 2000 compliance" and
performing remedial or conversion work indicated by such assessments have been
expensed as incurred. The Company estimates that the total amount of such costs
incurred through December 27, 1998 to be approximately $150,000. This amount
includes the costs of the services of outside vendors and consultants
specifically to address "Year 2000 compliance." This amount does not include any
imputed amounts for the time and effort of the Company's own employees or for
computer services, equipment and software purchased principally for reasons
other than "Year 2000 compliance." For example, the systems installed as part of
the Company's recent general computer infrastructure upgrade and the ERP systems
being deployed later this year are certified by the vendors to be Year 2000
compliant, but we have not attempted to allocate some portion of the costs of
those entire systems to "Year 2000 compliance." The Company does not believe
that the total costs of "Year 2000 compliance" will materially adversely affect
the Company's business operations, consolidated results of operations, liquidity
or capital resources.
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 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, or shortly thereafter, 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. The Company's "Year
2000 compliance" efforts are ongoing and its overall plan, as well as its
development of a business continuity plan, will continue to evolve as new
information becomes available.
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.
7
<PAGE> 8
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 business operations, 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 DEC. 27, 1998 COMPARED TO THE THREE MONTHS ENDED DEC. 28,
1997
Net sales increased $17.4 million or 16.8% to $120.4 million in the current year
quarter compared to $103.0 million in the prior year quarter. The increase was
primarily attributable to a 49.1% growth in sales of bedroom products which
included $9.3 million of Calvin Klein products. A delay in transitioning the
Calvin Klein Home Products line from the former manufacturer prevented sales of
Calvin Klein products from being even higher for the quarter. Sales of Calvin
Klein products should improve during the Company's fourth fiscal quarter but are
not expected to reach normal levels until the first quarter of fiscal 2000.
Sales of bedroom products also benefited from final shipments on a mass merchant
program that has been discontinued. Sales of both throws and decorative home
accessories and infant and juvenile products increased approximately 6.0% each.
Sales of infant and juvenile products included approximately $1.5 million from
businesses acquired subsequent to the end of the prior year quarter. Excluding
these sales, infant and juvenile products sales increased only 1.0% for the
quarter as sales to several major retail customers were not as strong as
expected.
Gross profit as a percentage of net sales decreased to 19.0% for the quarter
ended December 27, 1998 from 24.0% for the quarter ended December 28, 1997 due
to increased sales of lower margin products and under-utilization of capacity at
the Company's manufacturing facilities. The delay in the transition of the
Calvin Klein Home Products line from the former manufacturer contributed to the
capacity under-utilization. The Company is evaluating the utilization rate of
its manufacturing capacity. Following many acquisitions in recent years, the
Company's manufacturing capacity may exceed its needs.
Interest expense for the quarter ended December 27, 1998 increased $0.9 million
or 46.3% 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 45.0% for the quarter ended December
27, 1998 from 37.7% for the quarter ended December 28, 1997. The increase was
due to higher effective state income tax rates and non-deductible expenses
associated with acquisitions.
NINE MONTHS ENDED DEC. 27, 1998 COMPARED TO THE NINE MONTHS ENDED DEC. 28, 1997
Net sales increased $33.0 million or 13.6% to $275.0 million for the nine months
ended December 27, 1998 compared to $242.0 million for the nine months ended
December 28, 1997. Sales of infant and juvenile products increased 26.6% partly
due to incremental net sales of $16.1 million from businesses acquired by the
Company subsequent to the end of or during the prior year nine-month period.
Sales of bedding products increased 16.8% due mainly to approximately $10.2
million of sales of Calvin Klein products. Sales of throws and decorative home
accessories increased only 1.2% due to a general market softening of demand for
pictorial throws which affected the Company's gift division.
Gross profit as a percentage of net sales decreased to 17.9% for the nine months
ended December 27, 1998 from 23.2% for the nine months ended December 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 7.0% for the nine months ended
December 27, 1998 compared to the nine months ended December 28, 1997. The
increase was primarily attributable to incremental expenses of $2.9 million from
businesses acquired by the Company subsequent to the end of or during the prior
fiscal nine-month period.
Interest expense for the nine months ended December 27, 1998 increased $2.3
million or 47.9% from the prior year nine months due to higher levels of average
debt outstanding and higher average interest rates.
8
<PAGE> 9
The effective income tax rate increased to 64.8% for the nine months ended
December 27, 1998 from 37.7% for the nine months ended December 28, 1997. The
increase was due primarily to a high percentage of non-deductible expenses
associated with acquisitions in relation to Earnings Before Income Taxes and to
higher effective state income tax rates.
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 for the Calvin
Klein Home Products line and other assets from the previous licensee for a total
cost of approximately $8.7 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 nine months ended December 27, 1998. On December 31, 1998,
the Company completed the transition of the Calvin Klein product lines from the
previous licensee which included the acquisition of the inventory for the Calvin
Klein Khaki product line and certain other items for a total cost of $1.6
million.
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 December 27, 1998, borrowings of $30 million were
outstanding under these facilities at an interest rate of 8.25%. The Company
pays facility fees on the unused portions of these committed credit lines. These
credit facilities expired on December 31, 1998 and subsequently were extended to
March 31, 1999. Accordingly, the full $30 million outstanding under these
revolving credit facilities is included with other current maturities of
long-term debt in the December 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 December 27, 1998, borrowings of
$40 million were outstanding under these lines at interest rates of 8.25%. 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 December 27, 1998, retained earnings
of approximately $6.1 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 March 31,
1999. This credit facility carries an interest rate of the bank's Base Rate plus
0.5%. At December 27, 1998, the Company had borrowings of approximately $2.5
million under this facility.
At December 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 December 27, 1998. 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 $122.8 million at December 27, 1998 from $105.1 million
at March 29, 1998. The increase was used to fund the acquisition of inventory
and certain other assets pertaining to its license for Calvin Klein Home
products, higher capital expenditures relating to the ERP project, and higher
inventories, as described below.
Total inventories increased $20 million to $102.4 million at December 27, 1998
from $82.4 million at March 29, 1998. Approximately $6.3 million of this
increase related to the acquisition of inventory in the Calvin Klein Home
transaction described above. The remaining amount resulted from increased
product offerings and from a change in historical sales patterns. Also affecting
inventory levels has been increased demand for some of the Company's imported
products, which have a longer lead-time for delivery than domestically
manufactured products. The Company is evaluating its inventories to determine
the level required to support its businesses, particularly in relation to its
capital resources. Any 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 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.
9
<PAGE> 10
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 Credit Facilities
At December 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 agreements for the quarter ended December 27, 1998. In addition,
the Company's revolving credit agreements expired on December 31, 1998
and each was subsequently extended to March 31, 1999. 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
None
Item 5 - Other Information
None
Item 6 - Exhibits and Reports on Form 8-K
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
27 Financial Data Schedule (for SEC use only)
There were no reports on Form 8-K during the quarter ended December 27,
1998.
10
<PAGE> 11
FORM 10-Q
CROWN CRAFTS, INC. AND SUBSIDIARIES
DECEMBER 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: February 10, 1999 /s/ Robert E. Schnelle
-------------------------------
ROBERT E. SCHNELLE
Vice President, Treasurer
(Chief Accounting Officer)
11
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF CROWN CRAFTS, INC. FOR THE NINE MONTHS ENDED DECEMBER
27, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-28-1999
<PERIOD-START> MAR-30-1998
<PERIOD-END> DEC-27-1998
<CASH> 846
<SECURITIES> 0
<RECEIVABLES> 40,468
<ALLOWANCES> 0
<INVENTORY> 102,413
<CURRENT-ASSETS> 153,488
<PP&E> 137,722
<DEPRECIATION> 59,643
<TOTAL-ASSETS> 263,629
<CURRENT-LIABILITIES> 113,160
<BONDS> 42,957
0
0
<COMMON> 9,983
<OTHER-SE> 88,932
<TOTAL-LIABILITY-AND-EQUITY> 263,629
<SALES> 275,003
<TOTAL-REVENUES> 275,003
<CGS> 225,715
<TOTAL-COSTS> 225,715
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 7,178
<INCOME-PRETAX> 580
<INCOME-TAX> 376
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 204
<EPS-PRIMARY> .02
<EPS-DILUTED> .02
</TABLE>
