##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 28, 2008
 or
 o
    
    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 1-13970
 CHROMCRAFT REVINGTON, INC.
  Delaware
    
    35-1848094(State or other jurisdiction of
    
    (IRS Employer Identification No.)incorporation or organization)
 (Address, including zip code, of registrants principal executive offices)
 (Registrants telephone number, including area code)
 þ o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o

    Smaller reporting company þ(Do not check if a smaller reporting company)
 o þ




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##### 



PageNumberPART I. Financial InformationItem 1. Financial Statements (unaudited)Condensed Consolidated Statements of Operations 

Three and Six Months Ended June 28, 2008 and June 30, 2007
    
    
    3Condensed Consolidated Balance Sheets  
June 28, 2008
and December 31, 2007
    
    
    4Condensed Consolidated Statements of Cash Flows 

Six Months Ended June 28, 2008 and June 30, 2007
    
    
    5Condensed
Consolidated Statement of Stockholders
Equity  Six Months Ended June 28, 2008
    
    
    6Notes to Condensed Consolidated Financial Statements
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    12Item 4. Controls and Procedures
    
    
    16PART II. Other InformationItem 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    17Item 4. Submission of Matters to a Vote of Security Holders
    
    
    17Item 6. Exhibits
    
    
    18SIGNATURES
    
    
    19Exhibit 10.93Exhibit 10.94Exhibit 31.1Exhibit 31.2Exhibit 32.1
   2




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##### Table of Contents



Item 1. Financial Statements
 
 
  Three Months Ended
    
    
    Six Months EndedJune 28,
    
    
    June 30,
    
    
    June 28,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Sales
    
    $
    25,605
    
    
    $
    32,769
    
    
    $
    53,068
    
    
    $
    66,616Cost of sales
    
    
    23,558
    
    
    
    30,480
    
    
    
    46,572
    
    
    
    58,837Gross margin
    
    
    2,047
    
    
    
    2,289
    
    
    
    6,496
    
    
    
    7,779Selling, general and administrative expenses
    
    
    7,969
    
    
    
    7,566
    
    
    
    14,604
    
    
    
    15,032Operating loss
    
    
    (5,922
    )
    
    
    (5,277
    )
    
    
    (8,108
    )
    
    
    (7,253
    )Interest income (expense), net
    
    
    (116
    )
    
    
    22
    
    
    
    (175
    )
    
    
    40Loss before income tax benefit
    
    
    (6,038
    )
    
    
    (5,255
    )
    
    
    (8,283
    )
    
    
    (7,213
    )Income tax benefit
    
    
    
    
    
    
    1,954
    
    
    
    
    
    
    
    2,734Net loss
    
    $
    (6,038
    )
    
    $
    (3,301
    )
    
    $
    (8,283
    )
    
    $
    (4,479
    )Loss per share of common stockBasic
    
    $
    (1.32
    )
    
    $
    (.73
    )
    
    $
    (1.81
    )
    
    $
    (1.00
    )Diluted
    
    $
    (1.32
    )
    
    $
    (.73
    )
    
    $
    (1.81
    )
    
    $
    (1.00
    )Shares used in computing loss per shareBasic
    
    
    4,582
    
    
    
    4,493
    
    
    
    4,572
    
    
    
    4,485Diluted
    
    
    4,582
    
    
    
    4,493
    
    
    
    4,572
    
    
    
    4,485
 See accompanying notes to condensed consolidated financial statements.
  3




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##### Table of Contents



June 28,
    
    
    December 31,2008
    
    
    2007AssetsCash and cash equivalents
    
    $
    1,300
    
    
    $
    8,785Accounts receivable
    
    
    13,687
    
    
    
    12,187Refundable income taxes
    
    
    3,664
    
    
    
    4,325Inventories
    
    
    24,372
    
    
    
    24,455Assets held for sale
    
    
    688
    
    
    
    455Prepaid expenses and other
    
    
    838
    
    
    
    1,266Current assets
    
    
    44,549
    
    
    
    51,473Property, plant and equipment, net
    
    
    16,473
    
    
    
    17,456Other assets
    
    
    554
    
    
    
    805Total assets
    
    $
    61,576
    
    
    $
    69,734Liabilities and Stockholders EquityAccounts payable
    
    $
    5,600
    
    
    $
    5,137Accrued liabilities
    
    
    5,369
    
    
    
    6,047Current liabilities
    
    
    10,969
    
    
    
    11,184Deferred compensation
    
    
    1,449
    
    
    
    1,289Other long-term liabilities
    
    
    983
    
    
    
    997Total liabilities
    
    
    13,401
    
    
    
    13,470Stockholders equity
    
    
    48,175
    
    
    
    56,264Total liabilities and stockholders equity
    
    $
    61,576
    
    
    $
    69,734
 See accompanying notes to condensed consolidated financial statements.
  4




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##### Table of Contents



Six Months EndedJune 28,
    
    
    June 30,2008
    
    
    2007Operating ActivitiesNet loss
    
    $
    (8,283
    )
    
    $
    (4,479
    )Adjustments to reconcile net loss to cash
used in operating activitiesDepreciation and amortization expense
    
    
    811
    
    
    
    966Deferred income taxes
    
    
    
    
    
    
    (384
    )Non-cash asset impairment charges
    
    
    210
    
    
    
    1,100Non-cash ESOP compensation expense
    
    
    150
    
    
    
    286Non-cash stock compensation expense
    
    
    44
    
    
    
    175Non-cash inventory write-downs
    
    
    2,358
    
    
    
    2,400Provision for doubtful accounts
    
    
    502
    
    
    
    209(Gain) loss on disposal of assets
    
    
    4
    
    
    
    (283
    )Changes in operating assets and liabilitiesAccounts receivable
    
    
    (2,002
    )
    
    
    1,674Refundable income taxes
    
    
    661
    
    
    
    (2,276
    )Inventories
    
    
    (2,275
    )
    
    
    143Prepaid expenses and other
    
    
    428
    
    
    
    40Current liabilities
    
    
    (215
    )
    
    
    (1,647
    )Deferred compensation
    
    
    160
    
    
    
    (609
    )Other long-term liabilities and assets
    
    
    237
    
    
    
    (391
    )Cash used in operating activities
    
    
    (7,210
    )
    
    
    (3,076
    )Investing ActivitiesCapital expenditures
    
    
    (730
    )
    
    
    (351
    )Proceeds on disposal of assets
    
    
    455
    
    
    
    2,936Cash provided by (used in) investing activities
    
    
    (275
    )
    
    
    2,585Change in cash and cash equivalents
    
    
    (7,485
    )
    
    
    (491
    )Cash and cash equivalents at beginning of the period
    
    
    8,785
    
    
    
    8,418Cash and cash equivalents at end of the period
    
    $
    1,300
    
    
    $
    7,927
 See accompanying notes to condensed consolidated financial statements.
  5




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Capital in
    
    
    Unearned
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    TotalCommon Stock
    
    
    Excess of
    
    
    ESOP
    
    
    Retained
    
    
    Treasury Stock
    
    
    StockholdersShares
    
    
    Amount
    
    
    Par Value
    
    
    Shares
    
    
    Earnings
    
    
    Shares
    
    
    Amount
    
    
    EquityBalance at January 1, 2008
    
    
    7,949,763
    
    
    $
    80
    
    
    $
    18,121
    
    
    $
    (16,032
    )
    
    $
    75,099
    
    
    
    (1,777,154
    )
    
    $
    (21,004
    )
    
    $
    56,264ESOP compensation
expense
    
    
    
    
    
    
    
    
    
    
    (188
    )
    
    
    338
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    150Issuance of restricted
stock awards
    
    
    5,600
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Amortization of unearned
compensation of
restricted stock awards
    
    
    
    
    
    
    
    
    
    
    44
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    44Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8,283
    )
    
    
    
    
    
    
    
    
    
    
    (8,283
    )Balance at June 28, 2008
    
    
    7,955,363
    
    
    $
    80
    
    
    $
    17,977
    
    
    $
    (15,694
    )
    
    $
    66,816
    
    
    
    (1,777,154
    )
    
    $
    (21,004
    )
    
    $
    48,175
 See accompanying notes to condensed consolidated financial statements.
  6




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Note 1. Basis of Presentation
     Note 2. Subsequent Events and Severance Agreement
     7




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Note 3. Restructuring and Asset Impairment Charges
     (In thousands)Three Months Ended
    
    
    Six Months EndedJune 28,
    
    
    June 30,
    
    
    June 28,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Restructuring charges:Exit and disposal activities
    
    $
    46
    
    
    $
    42
    
    
    $
    46
    
    
    $
    329One-time termination benefits
    
    
    384
    
    
    
    
    
    
    
    384
    
    
    
    78Inventory write-downs
    
    
    (7
    )
    
    
    
    
    
    
    513
    
    
    
    Total restructuring costs
    
    
    423
    
    
    
    42
    
    
    
    943
    
    
    
    407Asset impairment charges
    
    
    
    
    
    
    1,052
    
    
    
    210
    
    
    
    1,045$
    423
    
    
    $
    1,094
    
    
    $
    1,153
    
    
    $
    1,452Statements of Operations classification:Gross margin
    
    $
    363
    
    
    $
    1,059
    
    
    $
    1,093
    
    
    $
    1,237Selling, general and administrative expenses
    
    
    60
    
    
    
    35
    
    
    
    60
    
    
    
    215$
    423
    
    
    $
    1,094
    
    
    $
    1,153
    
    
    $
    1,452
  8




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##### Table of Contents



(In thousands)Six Months
    
    
    2008Ended
    
    
    Remaining SixJune 28, 2008
    
    
    Months
    
    
    TotalExit and disposal activities
    
    $
    46
    
    
    $
    154
    
    
    $
    200One-time termination benefits
    
    
    384
    
    
    
    54
    
    
    
    438Inventory write-downs
    
    
    513
    
    
    
    
    
    
    
    513$
    943
    
    
    $
    208
    
    
    $
    1,151
  (In
thousands)Six Months Ended June 28, 2008Charges
    
    
    Cash
    
    
    Asset
    
    
    June 28,to Expense
    
    
    Payments
    
    
    Write-downs
    
    
    2008Exit and disposal activities
    
    $
    46
    
    
    $
    (46
    )
    
    $
    
    
    
    $
    One time termination benefits
    
    
    384
    
    
    
    (276
    )
    
    
    
    
    
    
    108Inventory write-downs
    
    
    513
    
    
    
    
    
    
    
    (513
    )
    
    
    Asset impairment charges
    
    
    210
    
    
    
    
    
    
    
    (210
    )
    
    
    $
    1,153
    
    
    $
    (322
    )
    
    $
    (723
    )
    
    $
    108
  (In
thousands)Six Months Ended June 30, 2007December 31,
    
    
    Charges
    
    
    Cash
    
    
    Asset
    
    
    June 30,2006
    
    
    to Expense
    
    
    Payments
    
    
    Write-downs
    
    
    2007Exit and disposal activities
    
    $
    29
    
    
    $
    329
    
    
    $
    (358
    )
    
    $
    
    
    
    $
    One time termination benefits
    
    
    260
    
    
    
    78
    
    
    
    (338
    )
    
    
    
    
    
    
    Asset impairment charges
    
    
    
    
    
    
    1,045
    
    
    
    
    
    
    
    (1,045
    )
    
    
    $
    289
    
    
    $
    1,452
    
    
    $
    (696
    )
    
    $
    (1,045
    )
    
    $
    
  9




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Note 4. Inventories
  (In thousands)June 28,
    
    
    December 31,2008
    
    
    2007Raw materials
    
    $
    6,056
    
    
    $
    6,880Work-in-process
    
    
    2,011
    
    
    
    2,987Finished goods
    
    
    19,846
    
    
    
    18,12927,913
    
    
    
    27,996LIFO reserve
    
    
    (3,541
    )
    
    
    (3,541
    )$
    24,372
    
    
    $
    24,455
 Note 5. Assets Held for Sale
  (In thousands)June 28,
    
    
    December 31,2008
    
    
    2007Land and buildings
    
    $
    
    
    
    $
    445Machinery and equipment
    
    
    688
    
    
    
    10$
    688
    
    
    $
    455
 Note 6. Property, Plant and Equipment
  (In thousands)June 28,
    
    
    December 31,2008
    
    
    2007Land
    
    $
    925
    
    
    $
    925Buildings and improvements
    
    
    26,102
    
    
    
    26,097Machinery and equipment
    
    
    28,306
    
    
    
    38,982Leashold improvements
    
    
    669
    
    
    
    656Construction in progress
    
    
    1,003
    
    
    
    49657,005
    
    
    
    67,156Less accumulated depreciation
and amortization
    
    
    (40,532
    )
    
    
    (49,700
    )$
    16,473
    
    
    $
    17,456
   10




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Note 7. Accrued Liabilities
  (In thousands)June 28,
    
    
    December 31,2008
    
    
    2007Employee-related benefits
    
    $
    1,175
    
    
    $
    1,283Compensation related
    
    
    281
    
    
    
    1,276Deferred compensation
    
    
    712
    
    
    
    710Sales commissions
    
    
    515
    
    
    
    534Other accrued liabilities
    
    
    2,686
    
    
    
    2,244$
    5,369
    
    
    $
    6,047
 Note 8. Employee Stock Ownership Plan
 Employers Accounting for Employee Stock Ownership Plans
  (In thousands)June 28,
    
    
    December 31,2008
    
    
    2007Allocated shares
    
    
    286
    
    
    
    268Unearned ESOP shares
    
    
    1,569
    
    
    
    1,603Total ESOP shares
    
    
    1,855
    
    
    
    1,871Unearned ESOP shares, at cost
    
    $
    15,694
    
    
    $
    16,032Fair value of unearned ESOP shares
    
    $
    5,195
    
    
    $
    7,695
  11




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##### Table of Contents



Note 9. Income Taxes
  Note 10. Earnings per Share of Common Stock
  Note 11. New Accounting Pronouncements
 The Fair Value Option for Financial Assets and Financial Liabilities Including
an Amendment of FASB Statement No. 115 Fair Value
Measurements (SFAS No. 157), . Effective Date of FASB Statement No.
157,
 
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations
 Overview
    12




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13




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Results of Operations
  Three Months Ended
    
    
    Six Months EndedJune 28,
    
    
    June 30,
    
    
    June 28,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Sales
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of sales
    
    
    92.0
    
    
    
    93.0
    
    
    
    87.8
    
    
    
    88.3Gross margin
    
    
    8.0
    
    
    
    7.0
    
    
    
    12.2
    
    
    
    11.7Selling, general and administrative expenses
    
    
    31.1
    
    
    
    23.1
    
    
    
    27.5
    
    
    
    22.6Operating loss
    
    
    (23.1
    )
    
    
    (16.1
    )
    
    
    (15.3
    )
    
    
    (10.9
    )Interest income (expense), net
    
    
    (0.5
    )
    
    
    0.1
    
    
    
    (0.3
    )
    
    
    0.1Loss before income tax benefit
    
    
    (23.6
    )
    
    
    (16.0
    )
    
    
    (15.6
    )
    
    
    (10.8
    )Income tax benefit
    
    
    
    
    
    
    5.9
    
    
    
    
    
    
    
    4.1Net loss
    
    
    (23.6
    )%
    
    
    (10.1
    )%
    
    
    (15.6
    )%
    
    
    (6.7
    )%
     14




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Liquidity and Capital Resources
     Recently Issued Accounting Standards
 Business Combinations
  15




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##### Table of Contents



Noncontrolling Interests in Consolidated Financial Statements  An Amendment of ARB No. 51
 Forward-Looking Statements
  Form 10-K
  
 Item 4. Controls and Procedures
 Form 10-Q.
   16




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##### Table of Contents



Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 (c)
    
    The Company did not purchase any equity securities during the second quarter of
2008.
  Purchases of Equity Securities by the Issuer
 Total number
    
    
    Maximum numberof shares
    
    
    (or approximatepurchased as
    
    
    dollar value) ofTotal
    
    
    Average
    
    
    part of publicly
    
    
    shares that may yetnumber
    
    
    price
    
    
    announced
    
    
    be purchasedof shares
    
    
    paid
    
    
    plans or
    
    
    under the plans orPeriod
    
    purchased
    
    
    per share
    
    
    programs
    
    
    programs (1)March 30, 2008 to April 26, 2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    702,098April 27, 2008 to May 24, 2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    702,098May 25, 2008 to June 28, 2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    702,098Total
    
    
    
    
    
    
    
    
    
    
    
 (1)
    
    The Company has maintained a share repurchase program since 1997. 
 Item 4. Submission of Matters to a Vote of Security Holders
 (a)
    
    Chromcraft Revington held its annual meeting of stockholders on May 8, 2008.
 (b) and (c)
    
    All directors nominated were elected to serve until the next annual meeting of
stockholders and until their successors are duly elected and qualified. Set forth below
are the votes cast for each director.
 VotesDirectors
    
    For
    
    
    WithheldBenjamin M. Anderson-Ray*
    
    
    5,017,453
    
    
    
    67,984Ronald H. Butler
    
    
    5,018,002
    
    
    
    67,435John R. Hesse
    
    
    5,018,002
    
    
    
    67,435David L. Kolb
    
    
    5,019,299
    
    
    
    66,138Larry P. Kunz
    
    
    5,018,645
    
    
    
    66,792Theodore L. Mullett
    
    
    4,818,645
    
    
    
    266,792Craig R. Stokely
    
    
    4,957,435
    
    
    
    128,002John D. Swift
    
    
    5,019,942
    
    
    
    65,495
 *
    
    Mr. Anderson-Ray resigned as a member of the Board of Directors effective June 30, 2008.  17




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Item 6. Exhibits
 3.1
    
    Certificate of Incorporation of the Registrant, as amended, filed as Exhibit 3.1 to Form S-1,
registration number 33-45902, as filed with the Securities and Exchange Commission on February
21, 1992, is incorporated herein by reference.3.2
    
    By-laws of the Registrant, as amended, filed as Exhibit 3.2 to Form 8-K, as filed with the
Securities and Exchange Commission on December 19, 2007, is incorporated herein by reference.10.93
    
    Mutual Separation and Release Agreement, dated June 12, 2008, between the Registrant and
Benjamin Anderson-Ray (filed herewith).10.94
    
    Employment Agreement, dated July 1, 2008, between the Registrant and Ronald H. Butler (filed
herewith).31.1
    
    Certification of Chief Executive Officer required pursuant to 18 U.S.C. § 1350, as adopted
pursuant to § 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).31.2
    
    Certification of Chief Financial Officer required pursuant to 18 U.S.C. § 1350, as adopted
pursuant to § 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).32.1
    
    Certifications of Chief Executive Officer and Chief Financial Officer required pursuant to 18
U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (filed
herewith).
  18




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SIGNATURES
  Chromcraft Revington, Inc.(Registrant)Date:  August 11, 2008
    By:
    /s/ Frank T. KaneFrank T. KaneExecutive Vice President
(Duly Authorized Officer and
Principal Accounting and
Finance Officer)  19




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EXHIBIT INDEX
 ExhibitNumber
    
    Description10.93
    
    

Mutual Separation and Release Agreement, dated June 12, 2008, between the Registrant and
Benjamin Anderson-Ray (filed herewith).10.94
    
    
    Employment Agreement, dated July 1, 2008, between the Registrant and Ronald H. Butler
(filed herewith).31.1
    
    
    Certification of Chief Executive Officer required pursuant to 18 U.S.C. § 1350, as adopted
pursuant to § 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).31.2
    
    
    Certification of Chief Financial Officer required pursuant to 18 U.S.C. § 1350, as adopted
pursuant to § 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).32.1
    
    
    Certifications of Chief Executive Officer and Chief Financial Officer required pursuant to 18
U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (filed
herewith).
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