<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 November 2, 1996
----------------
( ) 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 December 13, 1996, the registrant had 5,288,974 shares of Common Stock, $.01
par value per share, outstanding.
Page 1 of 18 pages
<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' annual report on Form 10-K for the fiscal year ended
February 3, 1996.
2
<PAGE> 3
CROWN BOOKS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(dollars in thousands, except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
Thirteen Weeks Thirty-nine Weeks
Ended Ended
----------------------- ------------------------
November 2, October 28, November 2, October 28,
1996 1995 1996 1995
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Sales $ 63,281 $ 60,250 $ 192,306 $ 185,161
Interest and other income 39 734 884 2,161
----------- ----------- ----------- -----------
63,320 60,984 193,190 187,322
----------- ----------- ----------- -----------
Expenses:
Cost of sales, store
occupancy and warehousing 52,609 50,434 158,355 154,309
Selling and administrative 13,601 12,112 39,692 35,107
Depreciation and
amortization 1,422 1,314 4,265 4,081
Interest expense 201 311 892 896
Closed store reversal (1,052) (998) (1,052) (4,107)
Restructuring reversal (3,865) (1,231) (3,865) (1,797)
----------- ----------- ----------- -----------
62,916 61,942 198,287 188,489
----------- ----------- ----------- -----------
Income (loss) before income
taxes 404 (958) (5,097) (1,167)
Income taxes (benefit) 294 (288) (1,880) (363)
----------- ----------- ----------- -----------
Net (loss) income $ 110 $ (670) $ (3,217) $ (804)
=========== =========== =========== ===========
Weighted average common shares
and common share equivalents
outstanding 5,309 5,389 5,362 5,389
=========== =========== =========== ===========
Net income (loss) per share $ .02 $ (.12) $ (.60) $ (.15)
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE> 4
CROWN BOOKS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
<TABLE>
<CAPTION>
ASSETS (Unaudited)
November 2, February 3,
1996 1996
-------- --------
<S> <C> <C>
Current Assets:
Cash $ 3,559 $ 5,691
Short-term instruments - 25,074
Marketable debt securities - 4,215
Accounts receivable 4,093 3,941
Income taxes refundable 8,250 -
Merchandise inventories 138,863 102,192
Prepaid income taxes 158 1,471
Deferred income tax benefit 912 7,349
Other current assets 2,779 641
-------- --------
Total Current Assets 158,614 150,574
-------- --------
Property and Equipment, at cost:
Furniture, fixtures and equipment 33,944 29,873
Leasehold improvements 17,300 16,561
Property under capital leases 1,187 1,187
-------- --------
52,431 47,621
Accumulated Depreciation and Amortization 27,512 23,859
-------- --------
24,919 23,762
-------- --------
Deferred Income Tax Benefit 7,788 6,353
-------- --------
Other Assets 1,172 163
-------- --------
Total Assets $192,493 $180,852
======== ========
</TABLE>
The accompanying notes are an integral part of these balance sheets.
4
<PAGE> 5
CROWN BOOKS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY (Unaudited)
November 2, February 3,
1996 1996
-------- --------
<S> <C> <C>
Current Liabilities:
Accounts payable, trade $ 68,415 $ 42,308
Accrued expenses -
Salary and benefits 3,762 3,658
Taxes other than income 2,218 2,299
Robert M. Haft judgment - 14,233
Other 14,281 10,957
Revolving credit facility 9,368 -
Current portion of reserve for closed
stores and restructuring 2,436 3,726
Due to affiliate 109 425
-------- --------
Total Current Liabilities 100,589 77,606
-------- --------
Obligations Under Capital Leases 1,672 1,636
-------- --------
Reserve for Closed Stores
and Restructuring 8,134 14,149
-------- --------
Total Liabilities 110,395 93,391
-------- --------
Stockholders' Equity:
Common stock, par value $.01 per share;
20,000,000 shares authorized,
5,612,611 shares issued 56 56
Note receivable, net of discount - (115)
Paid-in capital 43,809 43,809
Unrealized gain (loss) on short-term investments - (6)
Retained earnings 43,684 46,901
Treasury stock, 323,638 and 223,638
shares of common stock, at cost, respectively (5,451) (3,184)
-------- --------
Total Stockholders' Equity 82,098 87,461
-------- --------
Total Liabilities and Stockholders' Equity $192,493 $180,852
======== ========
</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
(dollars in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Thirty-nine
Weeks Ended
------------------------
November 2, October 28,
1996 1995
----------- -----------
<S> <C> <C>
Cash Flows from Operating Activities:
Net loss $ (3,217) $ (804)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation and amortization 4,265 4,081
Provision for (reversal of) closed stores
and restructuring charges (4,917) (5,904)
Change in assets and liabilities:
Accounts receivable (83) 1,130
Merchandise inventories (36,671) (21,560)
Prepaid income taxes (6,937) (2,421)
Other current assets (2,138) (791)
Due from affiliate - (63)
Accounts payable, trade 26,107 23,746
Accrued expenses 3,893 (4,683)
Payment to Robert M. Haft (14,749) -
Due to affiliate (374) (92)
Income taxes payable - (5,046)
Deferred income taxes 4,993 3,323
Other assets (1,016) (30)
Reserve for closed stores (2,147) (2,777)
----------- -----------
Net cash used in operating
activities $ (32,991) $ (11,891)
----------- -----------
Cash Flows from Investing Activities:
Capital expenditures $ (5,598) $ (4,980)
Purchase of United States Treasury Notes - (2,200)
Disposition of United States Treasury
Notes - 13,760
Sale of United States Agency Note - 150
Maturities of municipal securities 550 850
Sale of municipal securities 3,611 411
----------- -----------
Net cash provided by (used in)
investing activities $ (1,437) $ 7,991
----------- -----------
</TABLE>
6
<PAGE> 7
CROWN BOOKS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS, (Continued)
(dollars in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Thirty-nine
Weeks Ended
------------------------
November 2, October 28,
1996 1995
----------- -----------
<S> <C> <C>
Cash Flows from Financing Activities:
Principal payments under capital lease
obligations $ - $ (24)
Payment to Robert M. Haft for
treasury shares (2,146) -
Net borrowing under revolving credit
facility 9,368 -
----------- -----------
Net cash provided by (used in) financing
activities $ 7,222 $ (24)
----------- -----------
Net Decrease in Cash and Equivalents $ (27,206) $ (3,924)
Cash and Equivalents at Beginning of Year 30,765 29,634
----------- -----------
Cash and Equivalents at End of Period $ 3,559 $ 25,710
=========== ===========
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest $ 892 $ 251
Income taxes - 3,748
</TABLE>
The accompanying notes are an integral part of these statements.
7
<PAGE> 8
CROWN BOOKS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
November 2, 1996 and October 28, 1995
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 November 2, 1996 and October
28, 1995 reflect, in the opinion of management, all adjustments (normal and
recurring in nature) necessary to present fairly the consolidated financial
position as of November 2, 1996 and October 28, 1995 and the results of
operations and cash flows for the periods indicated.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities as of
the date of the financial statements, and the reported amounts of revenues and
expenses during the reporting period. Accordingly, actual results could differ
from those estimates.
The results of operations for the quarter ended November 2, 1996 are not
necessarily indicative of the results to be achieved for the full fiscal year.
(2) Net Income (Loss) Per Common Share and Common Share Equivalents:
Net income (loss) per common share has been computed using the weighted
average number of shares of common stock outstanding during the period and
includes the impact of certain stock options, where dilutive, using the
treasury stock method. 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.
8
<PAGE> 9
CROWN BOOKS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
November 2, 1996 and October 28, 1995
Unaudited)
The Company takes a physical count of its store and warehouse inventories
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 during the thirteen weeks ended November 2, 1996.
(4) Short-term Instruments and Marketable Debt Securities:
The Company's short-term instruments included United States Treasury
Bills and money market funds. The Company considers short-term instruments
purchased with a maturity of less than one year to be cash equivalents. The
Company's United States Treasury Bills primarily consisted of instruments with
a maturity of less than four months. Marketable debt securities included
municipal securities.
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 November 2, 1996, the Company had no investments.
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.
(5) Robert M. Haft Payment:
On August 21, 1996, the Company paid approximately $16,895,000 (including
interest of $1,407,000) to Robert M. Haft for satisfaction of a judgment
awarded to him in March 1995 (the "RMH Judgment"). The Company accrued
approximately $13,342,000 of the RMH Judgment in fiscal 1995 and accrued
interest monthly at rates set forth in the RMH Judgment. Approximately
$2,146,000 (plus interest) of the RMH Judgment was paid to Robert M. Haft for
100,000 shares of common stock of Crown Books owned by Mr. Haft. The Company
recorded the purchase of the shares as treasury stock.
9
<PAGE> 10
CROWN BOOKS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
November 2, 1996 and October 28, 1995
Unaudited)
(6) Credit Agreement:
On September 12, 1996, the Company entered into a $50 million revolving
credit facility with a finance company. The Company intends to use proceeds
from draw-downs under the credit facility for working capital and other
corporate purposes. Loans under the credit facility bear interest at a rate
equal to the prime rate (as defined in the credit agreement) or, at the option
of the Company, at LIBOR plus 2.25% (the effective interest rate was 8.25% at
November 2, 1996). Borrowings under the credit facility are secured by
inventory, accounts receivable and proceeds from the sale of such assets of the
Company. The credit facility contains certain restrictive covenants, including
a limitation on the incurrence of additional indebtedness. There are
additional covenants related to tangible net worth if the Company's borrowing
exceeds $25 million under the facility. In addition, loans under the credit
facility are subject to limitations based upon inventory levels, as defined in
the agreement. The Company may terminate the credit facility upon 60-days prior
written notice to the lender and the lender may terminate it as of September
12, 1999 or any time thereafter upon 60-days prior written notice to the
Company. During the thirteen weeks ended November 2, 1996 the Company started
borrowing under the credit facility. The maximum borrowings outstanding at any
one time during the thirteen weeks ended November 2, 1996 was $9,368,000 and
the outstanding balance at November 2, 1996 was $9,368,000.
10
<PAGE> 11
CROWN BOOKS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
November 2, 1996 and October 28, 1995
Unaudited)
(7) Closed Store and Restructuring Reserve:
During the thirteen weeks ended November 2, 1996, the Company reversed
approximately $3,865,000 of its restructuring reserve and approximately
$1,052,000 of its closed store reserve. The reversals resulted from (i) stores
that were closed under negotiated lease settlements that were more favorable
than expected and (ii) the postponement of certain store closing dates. The
remaining closed store and restructuring reserve relates to 93 stores with
lease obligations primarily through the next three fiscal years.
Since the recorded closed store reserve represents an estimate based upon
anticipated store closing dates and the book value of the leasehold
improvements at the time a store is closed, the actual amount of costs
associated with store closing is subject to change in the future and may be
different from the reserve. The Company will continue to evaluate the
performance and future viability of its remaining stores and may close
additional stores in the future.
11
<PAGE> 12
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Outlook
Except for historical information, the statements in this Management's
Discussion and Analysis of Financial Condition and Results of Operations are
forward-looking. Actual results may differ materially due to a variety of
factors, including the results of ongoing litigation affecting the Company, the
Company's ability to open new stores and close other stores, the effect of
national and regional economic conditions, and the availability of capital to
fund operations. The Company undertakes no obligation and does not intend to
update, revise or otherwise publicly release the result of any revisions to
these forward-looking statements that may be made to reflect future events or
circumstances.
The Company believes that its superstore concept presents significant
growth opportunities and intends to open new Super Crown Books stores in
existing and possibly new markets. In the past, Super Crown Books stores have
generated higher sales at converted locations as well as higher gross margins
as a result of a change in product mix. The Company believes that as Super
Crown Books stores mature, operating expenses as a percentage of sales will
decrease.
The Company intends to continue its practice of reviewing the
profitability trends and prospects of existing stores and close or relocate
under-performing stores. The Company closed 22 Classic Crown Books stores and
one Super Crown Books store during the thirty-nine weeks ended November 2, 1996
and anticipates closing approximately 13 additional Classic Crown Books stores
and one Super Crown Books stores during the remainder of fiscal 1997.
Liquidity and Capital Resources
Cash and short-term instruments have historically been the Company's
primary source of liquidity. During the thirteen weeks ended November 2, 1996,
the Company began borrowing under a new revolving credit facility. Cash,
including short-term instruments, decreased by $27,206,000 to $3,559,000 at
November 2, 1996 from $30,765,000 at February 3, 1996 primarily due to the
payment to Robert M. Haft (the "RMH Judgment"), funding operating losses and
capital expenditures.
Operating activities used $32,991,000 of the Company's cash resources for
the thirty-nine weeks ended November 2, 1996, compared to $11,891,000 for the
same period one year ago. The cash was used primarily for purchases of
merchandise inventory, the payment of the RMH Judgment and funding operating
losses.
12
<PAGE> 13
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
The Company used $1,437,000 for investing activities during the thirty-
nine weeks ended November 2, 1996. Capital expenditures of $5,598,000 during
the thirty-nine weeks ended November 2, 1996 were partially offset by the
proceeds from the disposition of municipal securities.
Financing activities provided $7,222,000 to the Company during the
thirty-nine weeks ended November 2, 1996, borrowings of $9,368,000 under the
credit facility were partially offset by a portion of the RMH Judgment for the
purchase of shares of common stock recorded as treasury shares (see Note 5 to
the Consolidated Financial Statements).
The Company's primary capital requirements relate to new store openings
and investments in management information systems. The Company believes that
the costs incurred in opening a new store generally approximate $1.1 million,
including purchases of inventory and the costs of store fixtures and leasehold
improvements. During fiscal 1997, the Company expects to open approximately 29
Super Crown Books stores and that capital expenditures will approximate $8.5
million. As of December 7, 1996, the Company had opened 29 Super Crown Books
stores including two expansions. In addition, the Company has entered into
lease agreements to open seven new Super Crown Books stores, primarily in
fiscal 1998. The Company expects to have cash expenditures related to stores
that have been closed or will be closed of approximately $3.2 million in fiscal
1997.
The Company anticipates funding its requirements for working capital and
capital expenditures with cash generated from operations and, when necessary,
borrowing under its existing revolving credit facility (see Note 6 to the
Consolidated Financial Statements).
Results of Operations
During the thirty-nine weeks ended November 2, 1996, the Company opened
15 Super Crown Books stores and closed 22 classic Crown Books stores and one
Super Crown Books store. At November 2, 1996, the Company had 164 stores,
including 98 Super Crown Books stores. Subsequent to November 2, 1996, the
Company opened an additional 14 Super Crown Books stores including two
expansions.
Sales of $192,306,000 for the thirty-nine weeks ended November 2, 1996
increased by $7,145,000 or 3.9% compared to the thirty-nine weeks ended October
28, 1995 while sales of $63,281,000 for the thirteen weeks ended November 2,
1996 increased by $3,031,000 or 5.0% compared to the thirteen weeks ended
October 28, 1995. Comparable sales (sales for stores open more than thirteen
months) decreased 1.8% during the thirteen weeks ended November 2, 1996 and
remained unchanged during the thirty-nine weeks ended November 2, 1996.
Comparable Super Crown Books stores decreased 1.6% for the thirteen weeks ended
November 2, 1996 and remained constant for the thirty-nine week period ended
November 2, 1996 compared to the same period in the prior year.
13
<PAGE> 14
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Comparable sales for the new superstore prototype increased 12.0% and 7.0% for
the thirty-nine and thirteen weeks ended November 2, 1996. The Company's
superstores consist of the original superstores of 6,000 to 10,000 square feet
and the new superstore prototype targeted to occupy 15,000 square feet.
Interest and other income decreased by $1,277,000 and $695,000 during the
thirty-nine and thirteen weeks ended November 2, 1996 when compared to the same
periods one year ago. The decreases were due to reduced interest income as a
result of decreased funds available for short-term investment.
Cost of sales, store occupancy and warehousing as a percentage of sales
were 82.4% and 83.1% for the thirty-nine and thirteen weeks ended November 2,
1996 compared to 83.3% and 83.7% for the same periods one year ago. The
decreases were due to increased store margins as a result of improvements in
shrink control and merchandising and was partially offset by an increase in
store occupancy costs.
Selling and administrative expenses as a percentage of sales were 20.6%
and 21.5% for the thirty-nine and thirteen weeks ended November 2, 1996
compared to 19.0% and 20.1% for the same periods one year ago. The increases
were due primarily to increased store and administrative payroll costs and were
partially offset by decreased advertising costs.
Depreciation and amortization expense increased $184,000 for the thirty-
nine weeks ended November 2, 1996 compared to the same period one year ago
primarily due to an increase in store fixed assets as a result of new Super
Crown openings.
Interest expense was $892,000 during the thirty-nine weeks ended November
2, 1996 primarily due to interest for the RMH Judgment and, to a lesser degree
due to interest on borrowings under the Company's credit facility.
During the thirteen weeks ended November 2, 1995, the Company reversed
approximately $3,865,000 of its restructuring reserve and approximately
$1,052,000 of its closed store reserve. The reversals resulted from (i) stores
that were closed under negotiated lease settlements that were more favorable
than expected and (ii) the postponement of certain store closing dates. The
remaining closed store and restructuring reserve relates to 93 stores with lease
obligations primarily through the next three fiscal years.
Since the recorded closed store reserve represents an estimate based upon
anticipated store closing dates and the book value of the leasehold
improvements at the time a store is closed, the actual amount of costs
associated to store closing is subject to change in the future and may be
14
<PAGE> 15
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
different from the reserve. The Company will continue to evaluate the
performance and future viability of its remaining stores and may close
additional stores in the future.
The Company recorded a tax benefit on its net operating loss for the
thirty-nine weeks ended November 2, 1996 of $1,880,000. The Company has
incurred a $24,611,000 tax net operating loss for the thirty-nine weeks ended
November 2, 1996. Approximately $14,750,000 of the net operating loss can be
carried back to prior tax years when the Company paid income taxes. As a
result, the Company reclassified approximately $5.0 million of deferred income
taxes to current tax receivable. The remaining portion of the net operating
loss will be carried forward to offset future taxable earnings. The net
operating loss carryforward will expire in fiscal year 2012. In addition, the
Company has an alternative minimum tax carryforward of $521,000.
The Company adopted Statement of Financial Accounting Standards ("SFAS")
No. 121, Accounting for Long-Lived Assets and Long-Lived Assets to be Disposed
of. Adoption of the standard has not had a material impact on the Company's
consolidated financial statements.
The Company has adopted SFAS No. 123, Accounting for Stock Based
Compensation. The Company expects to disclose the fair value of options
granted in a footnote to its annual consolidated financial statements.
15
<PAGE> 16
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Material legal proceedings pending against Crown Books are described in
its Annual Report on Form 10-K for the year ended February 3, 1996 (the "Annual
Report"). Except as disclosed in Crown Books' Quarterly Report on Form 10-Q
for the quarter ended August 3, 1996, there have been no material developments
in any legal proceeding reported in the Annual Report.
Item 4. Submission of Matters to a Vote of Security Holders
Crown Books' 1996 Annual Meeting of Stockholders (the "Meeting") was held
on October 10, 1996. At the Meeting, Crown Books' stockholders re-elected all
of the directors of Crown Books.
The results of voting for the election of directors at the Meeting are
set forth below.
<TABLE>
<CAPTION>
Number of
Votes Shares Withheld
------------ -----------------
Name of Nominee For
- --------------- ---
<S> <C> <C>
Herbert H. Haft 3,986,519 784,457
Larry G. Schafran 4,553,492 217,484
Bonita A. Wilson 4,553,592 217,384
Douglas M. Bregman 4,553,592 217,384
</TABLE>
16
<PAGE> 17
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit
Number Document
27 Financial Data Schedule
(b) Reports on Form 8-K
None
17
<PAGE> 18
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 December 16, 1996 By E. STEVE STEVENS
---------------------- --------------------------------------
E. STEVE STEVENS
President and Chief
Executive Officer
Date December 16, 1996 DONALD J. PILCH
---------------------- --------------------------------------
DONALD J. PILCH
Vice President and Chief
Financial Officer
18
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> FEB-01-1997
<PERIOD-START> FEB-04-1996
<PERIOD-END> NOV-02-1996
<CASH> 3,559
<SECURITIES> 0
<RECEIVABLES> 4,093
<ALLOWANCES> 0
<INVENTORY> 138,863
<CURRENT-ASSETS> 158,614
<PP&E> 52,431
<DEPRECIATION> 27,512
<TOTAL-ASSETS> 192,493
<CURRENT-LIABILITIES> 100,589
<BONDS> 1,672
0
0
<COMMON> 56
<OTHER-SE> 82,042
<TOTAL-LIABILITY-AND-EQUITY> 192,493
<SALES> 192,306
<TOTAL-REVENUES> 193,190
<CGS> 158,355
<TOTAL-COSTS> 158,355
<OTHER-EXPENSES> 39,040
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 892
<INCOME-PRETAX> (5,097)
<INCOME-TAX> (1,880)
<INCOME-CONTINUING> (3,217)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,217)
<EPS-PRIMARY> (.60)
<EPS-DILUTED> (.60)
</TABLE>
