<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED April 29, 1995
--------------
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________ TO
___________
Commission file number 0-11457
-------
CROWN BOOKS CORPORATION
-------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 52-1227415
--------------------------------------------- -------------------
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
3300 75th Avenue, Landover, Maryland, 20785
-----------------------------------------------------
(Address of principal executive offices)
(Zip Code)
(301) 731-1200
-----------------------------------------------------
(Registrant's telephone number, including area code)
-----------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
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
----- -----
At June 12, 1995, the registrant had 5,388,973 shares of Common Stock, $.01 par
value per share, outstanding.
Page 1 of 17 pages
1
<PAGE> 2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Certain consolidated financial statements included herein have been
prepared by Crown Books Corporation ("Crown Books"), without audit, pursuant to
the rules and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations, although Crown
Books believes that the disclosures are adequate to make the information
presented not misleading.
It is suggested that these consolidated financial statements be read in
conjunction with the consolidated financial statements and notes thereto
included in Crown Books' report on Form 10-K for the fiscal year ended January
28, 1995.
2
<PAGE> 3
CROWN BOOKS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
Thirteen Weeks Ended
--------------------------
April 29, April 30,
1995 1994
------------ ------------
<S> <C> <C>
Sales $61,038,000 $ 65,642,000
Interest and other income 779,000 532,000
----------- ------------
61,817,000 66,174,000
----------- ------------
Expenses:
Cost of sales, store occupancy and
warehousing 49,992,000 53,931,000
Selling and administrative 10,784,000 10,242,000
Depreciation and amortization 1,347,000 1,267,000
Interest expense 283,000 75,000
----------- -----------
62,406,000 65,515,000
----------- -----------
Income (loss) before income taxes (589,000) 659,000
Income taxes (benefit) (205,000) 244,000
----------- -----------
Net Income (loss) $ (384,000) $ 415,000
=========== ===========
Weighted average common shares and
common share equivalents outstanding 5,389,000 5,389,000
=========== ===========
Net Income (loss) per share $ (.07) $ .08
=========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE> 4
CROWN BOOKS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
(Unaudited) (Audited)
April 29, January 28,
1995 1995
------------ ------------
<S> <C> <C>
Current Assets:
Cash $ 2,828,000 $ 4,226,000
Short-term instruments 19,679,000 25,408,000
Marketable debt securities 35,555,000 35,106,000
Accounts receivable 3,298,000 3,832,000
Merchandise inventories 97,232,000 102,433,000
Deferred income tax benefit 11,347,000 10,957,000
Other current assets 772,000 369,000
------------ ------------
Total Current Assets 170,711,000 182,331,000
------------ ------------
Property and Equipment, at cost:
Furniture, fixtures and equipment 27,193,000 24,936,000
Leasehold improvements 18,056,000 18,063,000
Property under capital leases 1,406,000 1,406,000
------------ ------------
46,655,000 44,405,000
Accumulated Depreciation and
Amortization 22,745,000 21,401,000
------------ ------------
23,910,000 23,004,000
------------ ------------
Deferred Income Taxes 5,738,000 7,911,000
------------ ------------
Other Assets 133,000 133,000
------------ ------------
Total Assets $200,492,000 $213,379,000
============ ============
</TABLE>
The accompanying notes are an integral part of these balance sheets.
4
<PAGE> 5
CROWN BOOKS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
(Unaudited) (Audited)
April 29, January 28
1995 1995
------------ ------------
<S> <C> <C>
Current Liabilities:
Accounts payable, trade $ 54,477,000 $ 55,695,000
Income taxes payable - 5,046,000
Accrued expenses -
Salary and benefits 5,138,000 5,798,000
Taxes other than income 3,242,000 3,981,000
Robert M. Haft judgement 13,540,000 13,342,000
Other 9,966,000 14,639,000
Current portion of reserve for
closed stores and restructuring 6,936,000 6,936,000
Current portion of obligations under
capital leases 16,000 24,000
Due to affiliate 532,000 92,000
------------ ------------
Total Current Liabilities 93,847,000 105,553,000
------------ ------------
Obligations Under Capital Leases 1,598,000 1,582,000
Reserve for Closed Stores and
Restructuring 21,822,000 22,917,000
------------ ------------
Total Liabilities 117,267,000 130,052,000
------------ ------------
Stockholders' Equity:
Common stock, par value $.01 per share;
20,000,000 shares authorized,
5,612,611 issued as of April 29,
1995 and January 28, 1995, respectively 56,000 56,000
Note receivable, net of discount (106,000) (103,000)
Paid-in capital 43,809,000 43,809,000
Unrealized losses on short-term
investments (163,000) (448,000)
Retained earnings 42,813,000 43,197,000
Treasury stock, 223,638 shares of
common stock, at cost (3,184,000) (3,184,000)
------------ ------------
Total Stockholders' Equity 83,225,000 83,327,000
------------ ------------
Total Liabilities and Stockholders' Equity $200,492,000 $213,379,000
============ ============
</TABLE>
The accompanying notes are an integral part of these balance sheets.
5
<PAGE> 6
CROWN BOOKS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Thirteen Weeks Ended
----------------------------
April 29, April 30,
1995 1994
------------ ------------
<S> <C> <C>
Cash Flows from Operating Activities:
Net income (loss) $ (384,000) $ 415,000
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation and amortization 1,347,000 1,267,000
Change in assets and liabilities:
Accounts receivable, trade 341,000 2,203,000
Merchandise inventories 5,201,000 (17,633,000)
Prepaid income taxes (244,000) -
Other current assets (159,000) -
Accounts payable, trade (1,218,000) (6,145,000)
Accrued expenses (5,864,000) (4,045,000)
Due to affiliate 440,000 337,000
Income taxes payable (5,046,000) (717,000)
Deferred income taxes 1,612,000 (140,000)
Other assets - (146,000)
Reserve for closed stores (1,095,000) (530,000)
------------ ------------
Net cash used in
operating activities $ (5,069,000) $(25,134,000)
------------ ------------
Cash Flows from Investing Activities:
Capital expenditures $ (2,250,000) $ (1,191,000)
Purchase of United States Treasury
Notes - (40,836,000)
Disposition of United States
Treasury Notes - 32,445,000
Purchase of corporate notes - -
Purchase of municipal securities - (3,410,000)
Disposition of municipal securities - 1,499,000
Maturities of municipal securities 200,000 -
------------ ------------
Net cash used in investing
activities $ (2,050,000) $(11,493,000)
------------ ------------
Cash Flows from Financing Activities:
Principal payments under capital lease
obligations $ (8,000) $ (8,000)
------------ ------------
Net cash used in
financing activities $ (8,000) $ (8,000)
------------ ------------
</TABLE>
6
<PAGE> 7
CROWN BOOKS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS, (Continued)
(Unaudited)
<TABLE>
<S> <C> <C>
Net Decrease in Cash and Equivalents $ (7,127,000) $(36,635,000)
Cash and Equivalents at Beginning
of Year 29,634,000 65,744,000
------------ ------------
Cash and Equivalents at End
of Period $ 22,507,000 $ 29,109,000
============ ============
<CAPTION>
Supplemental Disclosures of Cash Flow Information:
<S> <C> <C>
Cash paid during the quarter for:
Interest $ 85,000 $ 75,000
Income taxes 3,613,000 966,000
</TABLE>
The accompanying notes are an integral part of these statements.
7
<PAGE> 8
CROWN BOOKS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 29, 1995 AND APRIL 30, 1994
(Unaudited)
(1) General:
The accompanying consolidated financial statements reflect the accounts of
Crown Books Corporation ("Crown Books") and its wholly-owned subsidiaries.
Crown Books and its wholly-owned subsidiaries are referred to collectively as
the "Company". All significant intercompany accounts and transactions have
been eliminated. The Company is engaged in the business of operating specialty
retail bookstores. The unaudited statements as of April 29, 1995 and April 30,
1994 reflect, in the opinion of management, all adjustments (normal and
recurring in nature) necessary to present fairly the consolidated financial
position as of April 29, 1995 and April 30, 1994 and the results of operations
and cash flows for the periods indicated.
The results of operations for the quarter ended April 29, 1995 are not
necessarily indicative of the results to be achieved for the full fiscal year.
(2) Net Income Per Common Share and Common Share Equivalents:
Net income per common share has been computed using the weighted average
number of shares of common stock and common stock equivalents (certain stock
options) outstanding during the period. The difference between primary net
income per common share and fully diluted net income per common share is not
significant for the periods presented.
(3) Interim Inventory Estimates:
The Company's inventories are priced at lower of cost or market using the
first-in, first-out method or market.
The Company takes a physical count of its store and warehouse
inventories at least semi-annually. The Company uses a gross profit method to
determine inventories for the quarters when complete physical counts are not
taken. The Company did not take a physical inventory for the thirteen weeks
ended April 29, 1995.
8
<PAGE> 9
CROWN BOOKS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 29, 1995 AND APRIL 30, 1994
(Unaudited)
(4) Credit Agreement:
The Company is party to a revolving credit agreement, together with Dart
Group Corporation ("Dart"), which owns 51.4% of the Company's outstanding
common stock, and Trak Auto Corporation ("Trak Auto"), an affiliate of Dart,
for a $6,000,000 revolving line of credit. The $6,000,000 is an aggregate
amount and not specifically allocated to any of the parties. The line
intended to be used for the issuance of standby and trade letters of credit.
At April 29, 1995, there had been no borrowings under the credit agreement.
This line of credit expires July 1, 1995.
(5) Short-term Instruments and Marketable Debt Securities:
The Company's short-term instruments included United States Treasury Bills
and money market funds. Marketable debt securities included United States
Treasury Notes, corporate notes and municipal securities.
The Company adopted Statement of Financial Accounting Standards ("SFAS")
No. 115, Accounting for Certain Investments in Debt and Equity Securities,
effective January 30, 1994.
Management determines the appropriate classification of its investments in
debt securities at the time of purchase and reevaluates such determination at
each balance sheet date. Debt securities for which the Company does not have
the intent or ability to hold to maturity are classified as available for sale.
Securities available for sale are carried at fair value, with the unrealized
gains and losses, net of tax, reported as a separate component of stockholders'
equity. At April 29, 1995, market value was $163,000 less than cost (adjusted
for income taxes). At April 29, 1995, the Company had no investments that
qualified as trading or held to maturity.
The amortized cost of debt securities classified as available for sale is
adjusted for amortization of premiums and accretion of discounts to maturity.
Such amortization and interest are included in interest income. Realized gains
and losses are included in interest and other income. The cost of securities
sold is based on the specific identification method.
9
<PAGE> 10
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Liquidity and Capital Resources
Cash, including short-term instruments, is the Company's primary source of
liquidity. Cash, including short-term instruments, decreased by $7,127,000 to
$22,507,000 at April 29, 1995 from $29,634,000 at January 28, 1995. The
decrease was primarily due to capital expenditures, income tax payments and
payments for expense liabilities outstanding at January 28, 1995.
Operating activities used $5,069,000 of the Company's financial
resources for the thirteen weeks ended April 29, 1995, compared to $25,134,000
for the same period one year ago. The decrease is due primarily to the timing
of payments on outstanding accounts payable and reduced inventory levels. The
primary use of funds during the thirteen weeks ended April 29, 1995 was
payments for outstanding expense liabilities at January 28, 1995 and income tax
payments.
The Company used $2,050,000 for investing activities during the thirteen
weeks ended April 29, 1995 for capital expenditures to be used for new Super
Crown Books stores and to both store and distribution center computer system
upgrades.
Financing activities used $8,000 of the Company's funds during the
thirteen weeks ended April 29, 1995 for payments under capital lease
obligations.
The Company has a $6,000,000 revolving line of credit available that it
shares with Dart and Trak Auto (see Note 4 to the Consolidated Financial
Statements). The Company has not borrowed any funds against this revolving
line of credit.
The Company anticipates that funds necessary to fund net capital
expenditures for new store openings and remodelings, meet capital lease
obligations, purchase inventory for new and existing stores and meet current
and long-term liabilities will come from operations and current assets. The
Company anticipates closing 70 classic Crown Books stores and four Super Crown
Books stores during the next 6-18 months and has plans to open approximately 28
Super Crown Books stores. The Company anticipates that costs incurred in
opening a new Super Crown Books store will be approximately $1,100,000,
including inventory, store fixtures, leasehold improvements and certain other
costs. At April 29, 1995, the Company had signed leases for seven new store
locations and four signed amendments to existing leases for expansion to Super
Crown Books stores.
10
<PAGE> 11
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Liquidity and Capital Resources, Continued
During the past three fiscal years, the Company has recorded charges in
connection with store closings and restructurings. During the year ended
January 30, 1993, the Company recorded a restructuring charge of $6,600,000 for
anticipated costs associated with a restructuring plan to close, relocate,
expand and convert approximately 50 Classic Crown Books stores to a Super Crown
Books format. At April 29, 1995, the Company had charged approximately
$2,500,000 against this reserve in connection with the closing, relocation,
expansion or conversion of approximately 40 stores. These charges consisted
primarily of unrecoverable lease costs (including buyouts of remaining lease
terms) and the remaining book value of leasehold improvements and store
fixtures for stores that have closed.
In the year ended January 29, 1994, the Company determined that seven
of the smaller Super Crown Books stores (typically 6,000 - 10,000 square feet)
opened in prior years were no longer competitive in the current market
environment and in light of the industry's movement to larger stores.
Accordingly, the Company recorded an additional restructuring charge of
$6,200,000 in the year ended January 29, 1994, representing the anticipated
costs (unrecoverable lease costs and the remaining book value of leasehold
improvements and store fixtures subsequent to management's estimate of the
stores' closing dates) associated with closing, relocating and converting these
stores to the new, larger prototype. At April 29, 1995, the Company had not
charged any costs in connection with this reserve. The Company presently
expects to complete the restructuring related to these seven stores during the
next 24 months. The total restructuring reserve at April 29, 1995 is $10.3
million.
A comprehensive review of the Company was begun by its new Chief
Operating Officer and interim Chief Financial Officer shortly after their
appointments in October of 1994. That review, which continued into February of
1995, identified opportunities to improve the Company's profitability,
organization, staffing, computer systems, and operating controls. The initial
review found that the Company still had a majority of its stores in the
original Classic Crown Books stores format and concluded that many of these
Classic Crown Books stores were not generating, and were not expected to
generate, a return on investment sufficient to justify their continued
operation and that the Company's competitors had long since moved to a much
larger format. As a result, the Company determined to act aggressively to
implement the larger Super Crown format begun as part of its earlier
restructuring and close approximately 100 of these small and under-performing
stores over the succeeding 6-18 months. As a result, the Company recorded a
closed store reserve of $18.9 million for the costs to be incurred in these
closings in fiscal 1995.
11
<PAGE> 12
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Liquidity and Capital Resources, Continued
At April 29, 1995, the Company had an aggregate store closing and
restructuring reserve of approximately $28,800,000, of which approximately
$1,050,000 was utilized during the thirteen weeks ended April 29, 1995 and
approximately $7,000,000 will be utilized over the next 12 months.
During the fourth quarter of fiscal 1995 an additional 54 stores were
targeted for closure as a result of the continuing analysis of store
profitability and market presence. Additional reserves for store closings were
not deemed necessary as the remaining reserves adequately provide for the
Company's obligations for the currently identified stores to be closed due to
revisions to the planned closing dates for certain stores. The Company will
continue to evaluate the performance and future viability of its remaining
stores and may close additional stores in the future. No reserves for these
stores have been recorded. The closings of these small and underperforming
stores may, where appropriate, be coordinated with the opening of Super Crown
Books stores in those markets where the Company plans to maintain or expand its
presence. A commitment has recently been made to accelerate the opening of
stores in the Super Crown Books format.
Management plans the opening of 28 Super Crown Books stores varying in
size from 12,000 to 18,000 square feet over the next 12-18 months. These
stores will represent approximately 420,000 square feet of new space opened in
the next 6-15 months.
The review discussed above also identified the need for changes in
officers and key employees to address the other opportunities identified for
improving the Company's performance. In this regard, the Company has recruited
and hired senior management to address particular issues identified, including
a senior management information systems specialist; a senior loss prevention
specialist; a senior personnel administrator and trainer; and a senior regional
operations manager. Recruiting of other key personnel is underway including: a
permanent chief financial officer; a senior merchandiser; a senior operations
manager; additional management information specialists; and experienced
district and sales managers at several levels. Coupled with this recruiting
effort, the Company has also begun replacing certain district and regional
managers.
Finally, as a result of the review discussed above, an increased focus
on enhancing store profitability through efforts to re-engineer operating
processes, procedures and further improve information system capabilities was
initiated. The Company believes that opportunities exist to enhance store
operating performance through the use of updated methodologies and technology.
12
<PAGE> 13
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Liquidity and Capital Resources, Continued
The Company anticipates that the efforts relating to improved personnel
in strategic areas and local store management will continue and will have a
positive impact on the Company's results of operations in the future.
The Company believes that its current liquid assets are sufficient to
fund its program of store closings, restructuring and expansion. Super Crown
Books stores have generated increased sales at converted locations as well as
increased gross margins as a result of the change in product mix. The Company
believes that by leasing large stores it can obtain more favorable rates and
that as the stores mature, operating expense as a percentage of sales, will
decrease.
The liquid assets maintained by the Company are intended to fund the
expansion of the Company's retail business through the opening of stores in new
markets, converting Classic Crown Books stores to Super Crown Books stores and
the opening of additional stores in existing markets, and to fund other
corporate activities.
The Company's Board of Directors has authorized the repurchase of up to
500,000 shares of its outstanding common stock. The Company has repurchased in
open market transactions 223,638 shares of its common stock as of January 28,
1995. The last repurchase of such shares was in April 1990. The Company may
purchase additional shares in the future if market conditions are favorable.
Results of Operations
Sales of $61,038,000 for the thirteen weeks ended April 29, 1995 decreased
by $4,604,000 or 7.0% over the same period one year ago primarily the result of
closing 37 stores in January 1995. Comparable sales (sales for stores open for
fifteen months) decreased 3.5% during the thirteen weeks. Sales for Super
Crown Books stores represented 62.0% and 51.5% of total sales for the thirteen
weeks ended April 29, 1995 and April 30, 1994, respectively. Super Crown Books
stores sales of $37,855,000 increased 18.8% over the prior year and sales for
comparable Super Crown Books stores decreased 2.0%. Classic Crown Books stores'
sales of $23,183,000 decreased 31.4% from the prior year and sales for
comparable classic Crown Books stores decreased 5.5%.
During the thirteen weeks ended April 29, 1995, the Company closed three
classic Crown Books stores. At April 29, 1995, the Company had 194 stores
including 70 Super Crown Books stores.
13
<PAGE> 14
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Results of Operations, Continued
Interest and other income increased by $247,000 when compared to the same
period one year ago. The increase was primarily due to higher interest rates
on the Company's short-term investments.
Cost of sales, store occupancy and warehousing as a percentage of sales was
81.9% for the thirteen weeks ended April 29, 1995 compared to 82.2% for the
same period last year. The decrease was primarily due to increased store
margins as a result of a favorable change in sales mix and improved controls
over store shrink and purchasing, and was partially offset by increased store
occupancy costs.
Selling and administrative expenses as a percentage of sales were 17.7% for
the thirteen weeks ended April 29, 1995 compared to 15.6% for the same period
last year. The increase was due primarily to increased payroll costs (as a
percentage of sales while total payroll dollars decreased), increased insurance
costs, costs associated with the executive committee and costs incurred to
identify and improve the Company's market share.
Depreciation expense increased $80,000 for the thirteen weeks ended April
29, 1995 compared to the same period one year ago. The increase was primarily
due to increase fixed assets for new Super Crown stores, an upgrade to the
point-of-sale register system and additional computer hardware at the
distribution centers.
Interest expense increased by $208,000 due to interest accrued for the
Robert M. Haft judgement.
The Company recorded a tax benefit of $205,000 for the thirteen weeks
ended April 28, 1995, as compared to income tax expense of $244,000 for the
same period one year ago. The Company recorded a $2,500,000, valuation
allowance in fiscal year 1995 due to uncertainties relating to the timing of
the reversals of certain temporary tax difference. In management's opinion no
additional valuation allowance is necessary at this time.
The Company is required to adopt the Statement of Financial Accounting
Standards No. 114, ("SFAS No. 114") Accounting by Creditors for Impairment of
a Loan. Implementation of the standard is not expected to have a significant
impact on the financial statements.
14
<PAGE> 15
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Results of Operations, Continued
The Company is also required to adopt SFAS No. 121, Accounting for Long
Lived Assets, no later than its fiscal year ending January 25, 1997. The
Company has not determined the impact of this recently issued accounting
standard on the Company's consolidated financial statements.
15
<PAGE> 16
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
There are no material legal proceedings pending against Crown Books
other than such proceedings described in its Report on Form 10-K for the year
ended January 29, 1995 (the "Annual Report"). There have been no material
developments in any legal proceeding reported in the Annual Report.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits None
(b) Reports on Form 8-K
Two Current Reports on Form 8-K were filed by Crown Books
Corporation during the quarter ended April 29, 1995.
1. Crown Books Corporation filed a Current Report on Form 8-K on
March 1, 1995, reporting the February 22, 1995, opinion of the
Federal District Court in Robert M. Haft v. Dart Group
Corporation, et al., D. Del. Civil Action No. 93-384-SLR.
2. Crown Books Corporation filed a Current Report on Form 8-K on
March 14, 1995, reporting (1) the response of Dart's Executive
Committee to the settlement agreement proposed by Ronald S. Haft
and defendants-intervenors Alan R. Kahn and the Tudor Trust in
Ronald S. Haft v. Dart Group Corporation, C.A. No. 13736 (Del.
Ch.); and (2) the defendants- intervenors' withdrawal from such
proposed settlement on March 10, 1995.
16
<PAGE> 17
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 BOOKS CORPORATION
Date June 13, 1995 By E. STEVE STEVENS
------------------------ -------------------------------
E. STEVE STEVENS
Senior Executive Vice President
and Chief Operating Officer
Date June 13, 1995 ROBERT A. MARMON
------------------------ -------------------------------
ROBERT A. MARMON
Principal Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> FEB-03-1996
<PERIOD-START> JAN-29-1995
<PERIOD-END> APR-29-1995
<CASH> 22,507
<SECURITIES> 35,555
<RECEIVABLES> 3,298
<ALLOWANCES> 0
<INVENTORY> 97,232
<CURRENT-ASSETS> 170,711
<PP&E> 46,655
<DEPRECIATION> 22,745
<TOTAL-ASSETS> 200,492
<CURRENT-LIABILITIES> 93,847
<BONDS> 1,598
<COMMON> 56
0
0
<OTHER-SE> 83,169
<TOTAL-LIABILITY-AND-EQUITY> 200,492
<SALES> 61,038
<TOTAL-REVENUES> 61,817
<CGS> 49,992
<TOTAL-COSTS> 49,992
<OTHER-EXPENSES> 12,131
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 283
<INCOME-PRETAX> (589)
<INCOME-TAX> (205)
<INCOME-CONTINUING> (384)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (384)
<EPS-PRIMARY> (.07)
<EPS-DILUTED> (.07)
</TABLE>
