CROWN ANDERSEN INC
10-Q, 1998-08-11
INDUSTRIAL & COMMERCIAL FANS & BLOWERS & AIR PURIFING EQUIP
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<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C. 20549


                                   FORM 10-Q


                  QUARTERLY REPORT UNDER SECTION 13 or 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934


FOR QUARTER ENDED      June 30, 1998     COMMISSION FILE NUMBER    0-14229
                  ----------------------                         -----------


                              CROWN ANDERSEN INC.
- ----------------------------------------------------------------------------
                 (Exact name of registrant as specified in its charter)


             Delaware                                   58-1653577
- ----------------------------------------------------------------------------
   (State or other jurisdiction of                  (I.R.S. Employer
   incorporation or organization)                    Identification No.)


    306 Dividend Drive, Peachtree City, Georgia                    30269
- ----------------------------------------------------------------------------
    (Address of principal executive offices)                    (Zip Code)


Registrant's telephone number, including area code      (770) 486-2000
                                                   -------------------------


     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(do) 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
filing such requirements for the past 90 days.  Yes  X   No
                                                    ---    ---    

==============================================================================
              Class                         Outstanding at June 30, 1998
    -----------------------------           ------------------------------
    Common Stock, $0.10 Par Value                 1,515,571 shares


                                 Page 1 of 11
<PAGE>
 
                              CROWN ANDERSEN INC.
                              -------------------

                                     INDEX
                                     -----

                                                            
                                                                        PAGE NO.
                                                                        --------

Part I.    FINANCIAL INFORMATION:
<TABLE>
<CAPTION>
<S>                                                                     <C>          
           Consolidated Balance Sheets--
                  June 30, 1998 and September 30, 1997                  3
 
           Consolidated Statements of Operations--
                  Three Months and Nine Months Ended June 30, 1998
                  and 1997                                              4
 
           Consolidated Statements of Cash Flows--
                  Nine Months Ended June 30, 1998 and 1997              5
 
           Notes to Consolidated Financial Information                  6
 
           Management's Discussion and Analysis of
                  Financial Condition and Results of Operations         8
 
Part II.  OTHER INFORMATION
 
          Item 6.   Exhibits and Reports on Form 8-K                    11
 
               SIGNATURES                                               11
 
</TABLE>

                                       2
<PAGE>
 
                     CROWN ANDERSEN INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                       JUNE 30,      SEPTEMBER 30,
                                                                         1998            1997
                                                                     -----------      -----------
                                                                     (Unaudited)       (Audited)
<S>                                                                  <C>             <C>
                     ASSETS
CURRENT:
   Cash and cash equivalents                                         $   481,049      $ 4,894,371
   Receivables:
       Trade, less allowance of $99,952 and $113,476 for
        possible losses                                                3,275,983        2,683,989
       Other                                                             137,027          139,595
       Income taxes                                                      778,269           43,602
   Costs and estimated earnings in excess of billings on
     uncompleted contracts                                             4,827,699        5,836,898
   Inventories                                                         2,390,132        2,566,179
   Prepaid expenses                                                       52,381           66,581
   Current maturities of long-term note receivable                       150,000          300,000
   Deferred income taxes                                                 432,114          432,114
                                                                     -----------      -----------
            TOTAL CURRENT ASSETS                                      12,524,654       16,963,329

RESTRICTED CASH                                                        1,036,000        1,036,000
NOTE RECEIVABLE, less current maturities                                 490,000          490,000
EQUIPMENT HELD FOR RESALE                                                535,000          670,000
PROPERTY AND EQUIPMENT, less accumulated depreciation                  1,545,478        1,661,962
DEFERRED INCOME TAXES                                                    433,942          433,942
OTHER ASSETS                                                           1,616,676          130,732
                                                                     -----------      -----------

                                                                     $18,181,750      $21,385,965
                                                                     ===========      ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
   Notes payable                                                     $   970,442          $     -
   Accounts payable                                                    1,923,314        4,069,018
   Accruals:
       Compensation                                                      191,967          350,986
       Warranty                                                          512,916        1,009,700
       Miscellaneous                                                     478,118          394,314
       Billings on uncompleted contracts in excess of cost and
        estimated earnings                                                 5,044          117,721
       Current maturities of long-term debt                              800,000          494,736
       Deferred income taxes                                             184,753          189,254
                                                                     -----------      -----------
             TOTAL CURRENT LIABILITIES                                 5,066,554        6,625,729

LONG-TERM DEBT, less current maturities                                        -          775,000
DEFERRED INCOME TAXES                                                    102,917          102,917
                                                                     -----------      -----------
             TOTAL LIABILITIES                                         5,169,471        7,503,646
                                                                     -----------      ----------- 
COMMITMENTS AND CONTINGENCIES                                     

STOCKHOLDERS' EQUITY:
   Common Stock, $.10 par; shares authorized 5,000,000; issued
     1,561,635: outstanding 1,515,571 and 1,512,198                      156,164          156,164
   Additional paid-in capital                                          2,905,801        2,905,801
   Treasury stock: 46,064, at cost                                      (295,733)        (319,760)
   Retained earnings                                                  10,182,360       11,030,288
   Foreign currency translation adjustment                                63,687          109,826
                                                                     -----------      -----------
             TOTAL STOCKHOLDERS' EQUITY                               13,012,279       13,882,319
                                                                     -----------      -----------
                                                                                                 
                                                                     $18,181,750      $21,385,965
                                                                     ===========      =========== 
                                                                  
                                                                  
</TABLE>
         See accompanying Notes to Consolidated Financial Statements.

                                       3
<PAGE>
 

                     CROWN ANDERSEN INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                FOR THE THREE MONTHS               FOR THE NINE MONTHS
                                                    ENDED JUNE 30,                     ENDED JUNE 30,
                                            ----------------------------      -----------------------------
                                               1998              1997            1998              1997
                                            -----------       ----------       -----------      -----------
<S>                                         <C>               <C>              <C>              <C>
REVENUES:
  Contracts                                 $ 1,798,802        $5,963,111      $10,108,862      $15,787,809
  Sales                                         513,800           603,683        1,442,302        1,413,003
  Other                                               -                 -           16,835           38,136
                                            -----------        ----------      -----------      -----------
                                              2,312,602         6,566,794       11,567,999       17,238,948
                                            -----------        ----------      -----------      -----------

COSTS AND EXPENSES:
  Cost of contracts and sales                 2,328,297         5,375,336        9,881,115       13,412,111
  Selling, general and administrative           603,205           919,505        2,198,140        2,643,987
  Interest and other                            (12,706)          (47,585)        (120,126)         (64,371)
  Cost of litigation settlement                 900,000                 -          900,000                -
                                            -----------        ----------      -----------      -----------
                                              3,818,796         6,247,256       12,859,129       15,991,727
                                            -----------        ----------      -----------      -----------

  Income (loss) from operations before
    taxes on income                          (1,506,194)          319,538       (1,291,130)       1,247,221

TAXES (TAX BENEFIT) ON INCOME                  (510,500)          112,900         (443,200)         447,000
                                            -----------        ----------      -----------      -----------
    NET INCOME (LOSS)                       $  (995,694)       $  206,638      $  (847,930)     $   800,221
                                            ===========        ==========      ===========      =========== 
                                           


AVERAGE SHARES AND EQUIVALENT SHARES
  OUTSTANDING                                 1,515,571         1,512,198        1,514,447        1,517,888
                                            ===========        ==========      ===========      ===========

EARNINGS (LOSS) PER SHARE                   $    (0. 66)       $     0.14      $     (0.56)     $      0.53
                                            ===========        ==========      ===========      ===========
</TABLE>

         See accompanying Notes to Consolidated Financial Statements.

                                       4
<PAGE>
 
                     CROWN ANDERSEN INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                                   Nine Months Ended June 30,
                                                                --------------------------------
                                                                   1998                 1997
                                                                -----------          -----------
<S>                                                             <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                                            $  (847,930)          $  800,221
   Adjustments to reconcile net income to net cash
    used by operating activities:
       Depreciation and amortization                                165,774              206,220
       Provision for valuation of soil processor unit               135,000              270,000
       Deferred income taxes                                           (500)              (1,801)
       Loss on sales of fixed assets                                      -                  893
   Cash provided by (used for)
       Trade and other receivables                                 (611,648)          (1,118,022)
       Refundable income taxes                                      (38,270)              14,570
       Costs and estimated earnings in excess of billings on
         uncompleted contracts                                    1,009,199             (465,555)
       Inventories                                                  162,258             (347,587)
       Prepaid expenses                                              13,417               58,786
       Accounts payable                                          (2,128,108)             337,242
       Accrued expenses                                          (1,261,492)             (96,149)
       Billings on uncompleted contracts in excess of costs
        and estimated earnings                                     (112,677)              (5,720)
       Other                                                        (16,018)             (10,856)
                                                                -----------          -----------

   Cash used by operating activities                             (3,530,995)            (357,758)
                                                                -----------          -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Decrease in restricted cash                                            -              112,000
   Collection of note receivable                                    150,000              150,000
   Proceeds from sale of fixed assets                                     -                1,811
   Capital expenditures                                             (56,352)             (83,305)
   Assets received in litigation settlement                      (1,500,000)                   -
                                                                -----------          -----------
   Cash provided by (used for) investing activities              (1,406,352)             180,506
                                                                -----------          -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Increase in notes payable                                        970,442                    -
   Retirement in long-term debt                                    (469,733)            (933,747)
   Issuance (purchase) of treasury stock                             24,027             (202,447)
                                                                -----------          -----------

   Cash provided by (used for) financing activities                 524,736           (1,136,194)
                                                                -----------          -----------
EFFECT OF EXCHANGE RATE CHANGES ON CASH                                (711)             (16,094)
                                                                -----------          -----------

CASH AND CASH EQUIVALENTS:

   Net decrease during the year                                  (4,413,322)          (1,329,540)
   Balance at beginning of year                                   4,894,371            5,200,796
                                                                -----------          -----------
   BALANCE AT END OF PERIOD                                     $   481,049          $ 3,871,256
                                                                ===========          ===========
</TABLE>



         See accompanying Notes to Consolidated Financial Statements.

                                       5
<PAGE>
 
                      CROWN ANDERSEN INC AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL INFORMATION
                  ===========================================

1.  Condensed footnotes:
    ------------------- 

     As contemplated by the Securities and Exchange Commission instructions to
Form 10-Q, the following footnotes have been condensed and therefore do not
contain all disclosures required in connection with annual financial statements.
Reference should be made to the notes to Crown Andersen Inc.'s annual financial
statements set forth in its Form 10-K for the year ended September 30, 1997.

2.  Earnings (loss) per share:
    ------------------------- 

     Earnings (loss) per share is computed based on the weighted average of
common shares, common stock options (using the treasury stock method) in
accordance with FAS 128 "Earnings Per Share."  The stock options outstanding
during 1997 and 1998 were antidilutive and thus did not affect earnings (loss)
per share.

3.  Stock options:
    ------------- 

     As of June 30, 1998, options to purchase 144,000 shares at an average price
of $4.92 were outstanding under the Company's stock option plan.  Options to
purchase 100,000 shares at a price of $4.25 were granted in June 1998.

     The Company also has outstanding warrants to purchase 45,000 shares of
common stock under the Directors Stock Warrant Plan at an average price of $6.32
per share.  Warrants to purchase 30,000 shares at a price of $4.25 were granted
in June 1998.

4.  Revenue recognition:
    ------------------- 

     Revenues from contracts are reported on the percentage-of-completion
method.  Under this method, the percentage of contract revenue to be recognized
currently is based on the ratio of costs incurred to date to total estimated
contract costs, after giving effect to the most recent estimate of costs to
complete.  Revenues other than contracts are recorded when the product is
shipped or the service is rendered to the customers.

5.  Inventories:
    ----------- 

     Inventories were $2,390,132 and $2,566,179 as of June 30, 1998 and
September 30, 1997.  Included in inventories is approximately $1,761,000 related
to incineration equipment purchased from a former competitor.

6.  Restricted cash:
    --------------- 

     As of June 30, 1998, $1,036,000 of the Company's short-term investments
were held by banks as collateral for an outstanding letter of credit.  The
letter of credit expires in 1999.

7.  Equipment held for resale:
    ------------------------- 

     On September 30, 1992, the Company sold a soil processor unit under a
financing-type lease arrangement.  As a result of the customer's default, the
Company, during 1994, terminated the lease and repossessed the equipment.  On
September 30, 1994, the Company reclassified this asset as equipment held for
resale and reduced its carrying value from approximately $2.1 million to $1.8
million.  The Company employs an outside appraiser and reviews the carrying
value of this unit on a periodic basis.  Through June 30, 1998, the carrying
value of this unit has been reduced to $535,000.  The adjustments to carrying
value have been charged to operations in each respective year.

8.  Commitments and contingencies:
    ------------------------------

     There are no significant changes to the information discussed in the
Company's annual report on Form 10K for the year ended September 30, 1997 (Note
11 to the Consoli-dated Financial Statements), except as described in Note 9
("Litigation Settlement") below.

9.  Litigation settlement:
    ----------------------

     As disclosed on Form 8K filed on April 29, 1998, the Company settled the
litigation over principal and interest for certain Kansas property formerly
occupied by Struthers Thermo-Flood Corporation, a former Crown Andersen
subsidiary.

                                       6
<PAGE>
 
     Under terms of the settlement, the Company paid $1,630,000 in cash and
issued a one year, non-interest bearing promissory note in the amount of
$670,000.  In exchange, the Company received the rights (without further
obligation) to transfer title of this property to a purchaser or to the Company.
The Company is in the process of negotiations with potential purchasers.  The
estimated value of these assets is presently $1,500,000.  This is subject to
change as negotiations progress.  This transaction was recorded as of June 30,
1998 and the Company recognized a net loss of approximately $600,000 ($900,000
pre-tax).  The Company=s June 30, 1998 balance sheet includes these assets in
other assets and the note payable of $670,000.


                                     * * *

     The financial information included in this report has not been certified
and should not be relied upon to the same extent as certified financial
statements.  The financial information included in this report reflects all
adjustments which are, in the opinion of management, necessary for a fair
presentation of the results for the interim period.  Nevertheless, the results
shown are for interim periods and are not necessarily indicative of results to
be expected for the year.

                                       7
<PAGE>
 
                      CROWN ANDERSEN INC AND SUBSIDIARIES

                     MANAGEMENT'S DISCUSSION AND ANALYSIS
               OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
               ================================================

Introduction:
- ------------ 

     Crown Andersen Inc. (Crown Andersen or the Company) is a publicly-traded
holding company for Andersen 2000 Inc. (Andersen) and, through Andersen, owns
all of the outstanding stock of Montair Andersen bv (Montair).  The Company is
engaged exclusively in the pollution control and waste processing businesses.

Liquidity and Capital Resources:
- ------------------------------- 

     Cash and cash equivalents at June 30, 1998 decreased $4,413,322 from the
September 30, 1997 balance of $4,894,371.  The decrease was primarily due to the
payment of $1,630,000 for settlement of litigation and a reduction in payables.
Costs and estimated earnings in excess of billings on uncompleted contracts
decreased $1,009,199, reflecting a slowdown in the Company=s manufacturing
activities as a result of reduction in the volume of business during the
quarter.  Cash used for operating activities amounted to $3,530,995.  The cash
payment for settlement of litigation mentioned above, the net loss plus
depreciation of $547,156, the decrease in payables and increase in receivables
more than offset a decrease in costs and estimated earnings in excess of
billings on uncompleted contracts of $1,009,199.

     Montair=s operating cash flow was essentially break-even for the nine month
period as net income for the quarter offset the net loss realized in the first
six months of fiscal 1998.

     Cash used for investing activities amounted to $1,406,352 and included
assets received in settlement of litigation of $1,500,000 and capital
expenditures of $56,352, offset by $150,000 collected from a note receivable.

          Cash provided by financing activities amounted to $524,736 and
included an increase in notes payable of $970,442, the issuance of treasury
stock of $24,027, offset by a reduction of long-term debt of $469,733.

     As disclosed in Note 7 to the Consolidated financial Statements, during
1994 the Company repossessed certain equipment sold under a lease arrangement.
The Company has reduced the carrying value of this asset to $535,000 as of June
30, 1998 and it is reflected as equipment held for resale in the accompanying
consolidated balance sheet.  The Company is attempting to market this equipment
for sale.

     As indicated in Note 9 (Litigation Settlement), the Company settled the
lawsuit brought by Textron Investment Management Company over principal and
interest payments for certain Winfield, Kansas property formerly occupied by
Struthers Thermo-Flood Corp. (a former Crown Andersen subsidiary).  Under terms
of the settlement, the Company paid $1,630,000 in cash and is committed to pay
$670,000 on May 13, 1999 under a non-interest bearing promissory note.  In
exchange, the Company received assets with a value estimated at $1,500,000.  The
Company expects to sell this property in the short term.

     As of June 30, 1998, the Company had borrowed $300,000 against its $5.0
million line of credit and the $0.4 million credit facility available to
Montair.  The amount of $3.1  million remained available for borrowing under
these credit facilities as $2.0 million in letters of credit are outstanding
against the U.S. line of credit.  The Company expects to utilize its existing
credit facility to fund anticipated cash needs resulting from  a temporary
slowdown in its business in the short term.

     Under the current loan agreement, the Company is required to obtain the
bank's consent to pay cash dividends, purchase treasury stock, or to sell assets
which constitute collateral.  The Company obtained permission to purchase up to
$400,000 of treasury stock.  A total of $295,733 of net treasury stock purchases
is reflected in the Company's balance sheet as of June 30, 1998.

     In the year 2000, many computer programs with date sensitive software may
recognize year 2000 as the year 1900.  This could result in a system failure or
miscalculations causing disruption in processing business transactions.  The
Company has been informed that its accounting software is year 2000 compliant.
The computer hardware is also year 2000 compliant.  The Company's engineering
software is also unaffected by year 2000 and the Company is actively changing
its FORTRAN computer system over to a more modern system.  However, there can be
no guarantees that all the Company's systems that will be affected have been
identified.

     As of June 30, 1998, the Company's equity in its Montair operation had
declined in value by $46,139 from September 30, 1997 as a result of a decrease
in the foreign currency translation adjustment, reflecting a 3% increase in the
U.S. dollar against the Dutch guilder.

                                       8
<PAGE>
 
Results of Operations:
- --------------------- 

Revenues.
- ---------

     Revenues for the first nine months of fiscal 1998 were $11,567,999 compared
with $17,238,948 for the first nine months of fiscal 1997.  For the third
quarter of fiscal 1998, revenues were $2,312,602 compared with $6,566,794 for
the comparable period in 1997 and $4,484,473 for the second quarter of fiscal
1998.  Foreign sales (including export sales by Andersen and sales by the
Netherlands subsidiary) were $8.1 million and $14.1 million  for the first nine
months of 1998 and 1997, respectively, and accounted for 69.6% and 81.6% of
revenues.  All changes in revenues are related to the quantity of product sold,
not to pricing changes.

     The decrease in nine months revenues of $5,670,949 (33%) from fiscal 1997
was due to revenue decreases of $4,922,949 and $748,000 at Andersen and Montair,
respectively.  This is almost entirely the result of the economic downturn in
Asia.

     The Company continues to rely on the international market for most of its
revenues.  Demand for the Company's products in the domestic market has remained
low over the last four years because of uncertainty in changes in United States
regulations.  There has been a substantial slowdown in the Asian markets which
the Company has served in the last five years, and the slowdown has not been
significantly offset by other markets.  The Company has received orders with a
value in excess of $4.0 million recently and expects to receive about $4.0
million more in the next few months.  These are all outside Asia. Because of
timing, these new orders will not be received in time to have much impact on
fiscal 1998 results.  The Company expects more uncertainties in the foreign
markets because of currency problems in countries where the Company has been
doing business.  Recently, the Company experienced a substantial increase in
bidding activity.  Despite the high bidding activity, however, the Company has
not received enough new orders to offset the Asian decline, and this will
adversely impact revenue levels and net income for fiscal 1998.

     Third quarter 1998 revenues decreased by $4,254,192 (65%) from the
comparable period in 1997.  Revenues at Andersen decreased $4,173,537 while
revenues at Montair decreased $80,655.

     Third quarter 1998 revenues declined $2,171,871 from the preceding fiscal
quarter.  This decline was entirely attributable to Andersen=s international
business.

Cost of Sales.
- --------------

     For the first nine months of fiscal 1998, cost of sales totaled $9,881,115,
as compared with $13,412,111 for the first nine months of fiscal 1997.  Third
quarter 1998 cost of sales were $2,328,297 as compared with $5,375,336 for the
third quarter of 1997 and $3,778,120 for the second quarter of 1998.

     The decrease in nine month cost of sales of $3,530,996 (26%) from 1997 was
due to lower revenues, offset partially by a decrease in margins due to fixed
costs, which did not decline with the revenues.  Third quarter 1998 cost of
sales decreased $3,047,039 from 1997, primarily as a result of lower revenues.

     Third quarter 1998 cost of sales decreased $1,449,823 from the preceding
fiscal quarter, primarily as a result of lower revenues.

Selling, General and Administrative Costs.
- ------------------------------------------

     Selling, general and administrative costs for the first nine months of
fiscal 1998 were $2,198,140  compared with $2,643,987 for the first nine months
of fiscal 1997.  For the third quarter of 1998, selling, general and
administrative costs were $603,205 as compared with $919,505 in the comparable
period of 1997 and $751,636 for the second quarter of 1998.  As a percentage of
revenues, selling, general and administrative costs were 19.0%, 15.3%, 26.1%,
14.0% and 16.7% of revenues for the first nine months of 1998 and 1997, the
third quarter of 1998 and 1997, and the second quarter of 1998, respectively.
The current period decreases of $445,847 (16.9%) and $316,300 (34.5%) from the
comparable nine months and third quarter periods of fiscal 1997 reflect lower
expenditures for commissions, salaries, professional fees, and a reduction in
the valuation provision on equipment held for resale.

     Third quarter 1998 expenses decreased by $148,431 (20%) from the preceding
fiscal quarter, primarily from reductions at Andersen.

Interest and Other (Income) Expenses.
- -------------------------------------

     Interest and other (income) expenses for the first nine months of fiscal
1998 resulted in a credit of $120,126 compared with a credit of $64,371 for the
comparable period in 1997.  For the third quarter of 1998, interest and other
expenses were $12,706 (credit), compared to a credit of $57,466 for the second
quarter of 1998.  The decrease for the comparable nine month periods of 1998 and
1997 was due to lower net interest costs and lower bad debt expense.

                                       9
<PAGE>
 
     The third quarter of 1998 increase of $34,879 from the same quarter in 1997
is the result of an increase in net interest costs as a result of a decline in
the cash available for investment.  During the current quarter, costs increased
$44,760 from the preceding quarter, also as a result of an increase in net
interest costs.

     Interest cost is expected to increase during the last quarter of fiscal
1998 and fiscal 1999 as a result of anticipated borrowings against the bank line
of credit.

Cost of Litigation Settlement.
- ------------------------------

     The cost of litigation settlement amounted to $900,000 for the third
quarter and first nine months of 1998.  (See Note 9 to Consolidated Financial
Statements.)  This amount represents cash payments of $2,300,000 plus legal and
other costs, less the value of assets acquired of $1,500,000.

Taxes on Income.
- ----------------

     The effective tax rates for all periods are:
<TABLE>
<CAPTION>
 <S>                            <C><C>
     First 9 months of 1998       -        34.3% benefit
     First 9 months of 1997       -        35.8%
     Third quarter of 1998        -        33.8% benefit
     Third quarter of 1997        -        35.3%
     Second quarter of 1998       -        27.1%
</TABLE>
Net Income (Loss).
- ------------------

     For the first nine months of 1998, the Company suffered a net loss of
$847,930 or $0.56 per share, compared with net income of $800,221 or $0.53 per
share for the first nine months of 1997.  For the third quarter of 1998, the net
loss was $995,694 or $0.66 per share, compared with net income of $206,638 or
$0.14 per share for the third quarter of 1997 and net income of $8,883 or $0.01
per share for the second quarter of 1998.

     The net loss reported for the third quarter and nine month periods of 1998
were the result of the litigation settlement ($900,000 or $0.60 per share pre-
tax) and the significant decrease in revenues resulting from an abrupt slowdown
in business.  Lower selling, general and administrative expense partly offset
the impact of lower revenues.  Montair reported a net income of $80,738 in the
third quarter, thus offsetting a net loss of $43,736 reported for the previous
two quarters.

     Net income decreased $1,004,557 from the preceding fiscal quarter as a
result of lower revenues and the litigation settlement mentioned above.

     Based on an unusually low backlog of orders to be filled at the end of the
third quarter, the Company may not be able to break even or report a fourth
quarter profit, and will certainly not be profitable for the fiscal year.

     The Company has instituted substantial cost cutting measures, including a
staff reduction, to minimize the adverse effect of the lower incoming order rate
and the resultant reduced net income.

Shares Outstanding.
- -------------------

     The average shares and equivalent shares outstanding for all periods are
<TABLE>
<CAPTION>
 
<S>                                 <C><C>
          First 9 months of 1998     -    1,514,447
          First 9 months of 1997     -    1,517,888
          Third quarter of 1998      -    1,515,571
          Third quarter of 1997      -    1,512,198
          Second quarter of 1998     -    1,515,571
</TABLE>
     The unexercised options and warrants are antidilutive for all periods.

Forward-Looking Statements.
- ---------------------------

     Certain forward-looking statements are made in this Management=s Discussion
and Analysis.  The Company=s results may differ materially from those in the
forward-looking statements.  Forward-looking statements are based on
management=s current views and assumptions, and involve risks and uncertainties
that significantly affect expected results.  For example, operating results may
be affected by external factors.  Such factors include, but are not limited to,
changes in the regulatory environment, general conditions in the environmental
industry, the Company=s competitive position, and economic conditions in
international markets.

                                       10
<PAGE>
 
                     CROWN ANDERSEN INC. AND SUBSIDIARIES

                                    PART II

                               OTHER INFORMATION
                     ====================================


ITEM 6.  Exhibits and Reports on Form 8-K
         --------------------------------

          (a)  Exhibit 27.  Financial Data Schedule


          (b)  The Company filed a report on Form 8K during the quarter ended
               June 30, 1998 (on April 29, 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 ANDERSEN INC



Dated:    August 6, 1998            By: /s/ Jack D. Brady
        ------------------              -----------------------------
                                            Jack D. Brady
                                            Chairman of the Board
                                            (Duly Authorized Officer)


Dated:    August 6, 1998            By: /s/ Milton Emmanuelli
        ------------------              -----------------------------
                                            Milton Emmanuelli
                                            Secretary and Treasurer
                                            (Principal Financial Officer)

                                       11

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          SEP-30-1998
<PERIOD-START>                             OCT-01-1998
<PERIOD-END>                               JUN-30-1998
<CASH>                                         481,049
<SECURITIES>                                         0
<RECEIVABLES>                                3,375,935
<ALLOWANCES>                                    99,952
<INVENTORY>                                  2,390,132
<CURRENT-ASSETS>                            12,524,654
<PP&E>                                       1,545,478
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                              18,181,750
<CURRENT-LIABILITIES>                        5,066,554
<BONDS>                                              0
                                0
                                          0
<COMMON>                                       156,164
<OTHER-SE>                                  12,856,115
<TOTAL-LIABILITY-AND-EQUITY>                18,181,750
<SALES>                                     11,551,164
<TOTAL-REVENUES>                            11,567,999
<CGS>                                        9,881,115
<TOTAL-COSTS>                               12,859,129
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                            (120,126)
<INCOME-PRETAX>                             (1,291,130)
<INCOME-TAX>                                  (443,200)
<INCOME-CONTINUING>                           (847,930)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (847,930)
<EPS-PRIMARY>                                    (0.56)
<EPS-DILUTED>                                    (0.56)
        

</TABLE>


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