##### 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 September 27, 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 smallerreporting company)
 o þ




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##### 



PageNumberPART I. Financial InformationItem 1. Financial Statements (unaudited)Condensed
Consolidated Statements of Operations 
Three and Nine Months Ended September 27, 2008 and
September 29, 2007
    
    
    3Condensed
Consolidated Balance Sheets  September 27, 2008
and December 31, 2007
    
    
    4Condensed
Consolidated Statements of Cash Flows 
Nine Months Ended September 27, 2008 and
September 29, 2007
    
    
    5Condensed Consolidated Statement of Stockholders
Equity Nine Months Ended September 27, 2008
    
    
    6Notes to Condensed Consolidated Financial Statements
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    15Item 4. Controls and Procedures
    
    
    21PART II. Other InformationItem 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    21Item 6. Exhibits
    
    
    21SIGNATURES
    
    
    22Exhibit 31.1Exhibit 31.2Exhibit 32.1
   2




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##### Table of Contents



Three Months Ended
    
    
    Nine Months EndedSeptember 27,
    
    
    September 29,
    
    
    September 27,
    
    
    September 29,2008
    
    
    2007
    
    
    2008
    
    
    2007Sales
    
    $
    23,071
    
    
    $
    28,412
    
    
    $
    76,139
    
    
    $
    95,028Cost of sales
    
    
    26,683
    
    
    
    24,661
    
    
    
    73,255
    
    
    
    83,498Gross margin (expense)
    
    
    (3,612
    )
    
    
    3,751
    
    
    
    2,884
    
    
    
    11,530Selling, general and administrative
expenses
    
    
    6,225
    
    
    
    7,128
    
    
    
    20,829
    
    
    
    22,160Operating loss
    
    
    (9,837
    )
    
    
    (3,377
    )
    
    
    (17,945
    )
    
    
    (10,630
    )Interest income (expense), net
    
    
    (128
    )
    
    
    10
    
    
    
    (303
    )
    
    
    50Loss before income tax benefit
(expense)
    
    
    (9,965
    )
    
    
    (3,367
    )
    
    
    (18,248
    )
    
    
    (10,580
    )Income tax benefit (expense)
    
    
    (202
    )
    
    
    1,286
    
    
    
    (202
    )
    
    
    4,020Net loss
    
    $
    (10,167
    )
    
    $
    (2,081
    )
    
    $
    (18,450
    )
    
    $
    (6,560
    )Loss per share of common stockBasic
    
    $
    (2.23
    )
    
    $
    (.46
    )
    
    $
    (4.04
    )
    
    $
    (1.46
    )Diluted
    
    $
    (2.23
    )
    
    $
    (.46
    )
    
    $
    (4.04
    )
    
    $
    (1.46
    )Shares used in computing loss per shareBasic
    
    
    4,561
    
    
    
    4,510
    
    
    
    4,568
    
    
    
    4,493Diluted
    
    
    4,561
    
    
    
    4,510
    
    
    
    4,568
    
    
    
    4,493
 See accompanying notes to condensed consolidated financial statements.
  3




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September 27,
    
    
    December 31,2008
    
    
    2007AssetsCash and cash equivalents
    
    $
    
    
    
    $
    8,785Accounts receivable
    
    
    12,876
    
    
    
    12,187Refundable income taxes
    
    
    3,462
    
    
    
    4,325Inventories
    
    
    24,059
    
    
    
    24,455Assets held for sale
    
    
    
    
    
    
    455Prepaid expenses and other
    
    
    1,005
    
    
    
    1,266Current assets
    
    
    41,402
    
    
    
    51,473Property, plant and equipment, net
    
    
    12,288
    
    
    
    17,456Other assets
    
    
    614
    
    
    
    805Total assets
    
    $
    54,304
    
    
    $
    69,734Liabilities and Stockholders EquityAccounts payable
    
    $
    5,395
    
    
    $
    5,137Accrued liabilities
    
    
    6,269
    
    
    
    6,047Current liabilities
    
    
    11,664
    
    
    
    11,184Bank debt
    
    
    2,818
    
    
    
    Deferred compensation
    
    
    955
    
    
    
    1,289Other long-term liabilities
    
    
    982
    
    
    
    997Total liabilities
    
    
    16,419
    
    
    
    13,470Stockholders equity
    
    
    37,885
    
    
    
    56,264Total liabilities and stockholders equity
    
    $
    54,304
    
    
    $
    69,734
 See accompanying notes to condensed consolidated financial statements.
  4




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##### Table of Contents



Nine Months EndedSeptember 27,
    
    
    September 29,2008
    
    
    2007Operating ActivitiesNet loss
    
    $
    (18,450
    )
    
    $
    (6,560
    )Adjustments to reconcile net loss to cash
used in operating activitiesDepreciation and amortization expense
    
    
    1,175
    
    
    
    1,407Deferred income taxes
    
    
    202
    
    
    
    451(Gain) loss on disposal of assets
    
    
    8
    
    
    
    (341
    )Non-cash ESOP compensation expense
    
    
    221
    
    
    
    425Non-cash stock compensation expense
    
    
    28
    
    
    
    237Provision for doubtful accounts
    
    
    641
    
    
    
    245Non-cash inventory write-downs
    
    
    4,880
    
    
    
    3,113Non-cash asset impairment charges
    
    
    4,610
    
    
    
    1,100Changes in operating assets and liabilitiesAccounts receivable
    
    
    (1,330
    )
    
    
    3,456Refundable income taxes
    
    
    661
    
    
    
    (4,323
    )Inventories
    
    
    (4,484
    )
    
    
    (1,468
    )Prepaid expenses and other
    
    
    261
    
    
    
    (7
    )Accounts payable and accrued liabilities
    
    
    480
    
    
    
    (1,374
    )Long-term deferred compensation
    
    
    (334
    )
    
    
    (621
    )Other long-term liabilities and assets
    
    
    176
    
    
    
    (326
    )Cash used in operating activities
    
    
    (11,255
    )
    
    
    (4,586
    )Investing ActivitiesCapital expenditures
    
    
    (1,290
    )
    
    
    (538
    )Proceeds on disposal of assets
    
    
    1,120
    
    
    
    4,489Cash provided by (used in) investing activities
    
    
    (170
    )
    
    
    3,951Financing ActivitiesNet borrowing under a bank revolving credit line
    
    
    2,818
    
    
    
    Stock repurchase from related party
    
    
    (156
    )
    
    
    Purchase of common stock by ESOP trust
    
    
    (22
    )
    
    
    (36
    )Cash provided by (used in) financing activities
    
    
    2,640
    
    
    
    (36
    )Change in cash and cash equivalents
    
    
    (8,785
    )
    
    
    (671
    )Cash and cash equivalents at beginning of the period
    
    
    8,785
    
    
    
    8,418Cash and cash equivalents at end of the period
    
    $
    
    
    
    $
    7,747
 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
    
    
    
    
    
    
    
    
    
    
    (307
    )
    
    
    506
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    199Issuance of restricted
stock awards
    
    
    5,600
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cancellation of restricted
stock awards
    
    
    (10,000
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Purchase of treasury stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (42,000
    )
    
    
    (156
    )
    
    
    (156
    )Amortization of unearned
compensation of restricted
stock awards
    
    
    
    
    
    
    
    
    
    
    28
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    28Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (18,450
    )
    
    
    
    
    
    
    
    
    
    
    (18,450
    )Balance at September 27,
2008
    
    
    7,945,363
    
    
    $
    80
    
    
    $
    17,842
    
    
    $
    (15,526
    )
    
    $
    56,649
    
    
    
    (1,819,154
    )
    
    $
    (21,160
    )
    
    $
    37,885
 See accompanying notes to condensed consolidated financial statements.
  6




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Note 1. Basis of Presentation
     Note 2. Management Reorganization, Severance and Subsequent Event
    7




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Note 3. Restructuring and Asset Impairment Charges
     8




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(In thousands)Three Months Ended
    
    
    Nine Months EndedSeptember 27,
    
    
    September 29,
    
    
    September 27,
    
    
    September 29,2008
    
    
    2007
    
    
    2008
    
    
    2007Restructuring charges:Exit and disposal activities
    
    $
    35
    
    
    $
    14
    
    
    $
    81
    
    
    $
    343One-time termination benefits
    
    
    295
    
    
    
    
    
    
    
    1,542
    
    
    
    78Inventory write-downs
    
    
    1,901
    
    
    
    
    
    
    
    2,414
    
    
    
    Total restructuring costs
    
    
    2,231
    
    
    
    14
    
    
    
    4,037
    
    
    
    421Asset impairment charges
    
    
    4,400
    
    
    
    (67
    )
    
    
    4,610
    
    
    
    978$
    6,631
    
    
    $
    (53
    )
    
    $
    8,647
    
    
    $
    1,399Statements of Operations classification:Gross margin
    
    $
    5,926
    
    
    $
    (66
    )
    
    $
    7,019
    
    
    $
    1,171Selling, general and administrative
expenses
    
    
    705
    
    
    
    13
    
    
    
    1,628
    
    
    
    228$
    6,631
    
    
    $
    (53
    )
    
    $
    8,647
    
    
    $
    1,399
  (In thousands)ForecastNine Months
    
    
    Three Months
    
    
    Twelve MonthsEnded
    
    
    Ending
    
    
    EndingSeptember 27,
    
    
    December 31,
    
    
    December 31,2008
    
    
    2008
    
    
    2009
    
    
    TotalExit and disposal activities
    
    $
    81
    
    
    $
    85
    
    
    $
    225
    
    
    $
    391One-time termination benefits
    
    
    1,542
    
    
    
    545
    
    
    
    178
    
    
    
    2,265Inventory write-downs
    
    
    2,414
    
    
    
    
    
    
    
    
    
    
    
    2,414$
    4,037
    
    
    $
    630
    
    
    $
    403
    
    
    $
    5,070
  9




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(In thousands)Nine Months Ended September 27, 2008Charges
    
    
    Cash
    
    
    Asset
    
    
    September 27,to Expense
    
    
    Payments
    
    
    Write-downs
    
    
    2008Exit and disposal activities
    
    $
    81
    
    
    $
    (81
    )
    
    $
    
    
    
    $
    One time termination benefits
    
    
    1,542
    
    
    
    (539
    )
    
    
    
    
    
    
    1,003Inventory write-downs
    
    
    2,414
    
    
    
    
    
    
    
    (2,414
    )
    
    
    Asset impairment charges
    
    
    4,610
    
    
    
    
    
    
    
    (4,610
    )
    
    
    $
    8,647
    
    
    $
    (620
    )
    
    $
    (7,024
    )
    
    $
    1,003
  (In thousands)Nine
Months Ended September 29, 2007December 31,
    
    
    Charges
    
    
    Cash
    
    
    Asset
    
    
    September 29,2006
    
    

to Expense
    
    
    Payments
    
    
    Write-downs
    
    
    2007Exit and disposal activities
    
    $
    29
    
    
    $
    343
    
    
    $
    (372
    )
    
    $
    
    
    
    $
    One time termination benefits
    
    
    260
    
    
    
    78
    
    
    
    (338
    )
    
    
    
    
    
    
    Asset impairment charges
    
    
    
    
    
    
    978
    
    
    
    
    
    
    
    (978
    )
    
    
    $
    289
    
    
    $
    1,399
    
    
    $
    (710
    )
    
    $
    (978
    )
    
    $
    
 Note 4. Inventories
  (In thousands)September 27,
    
    
    December 31,2008
    
    
    2007Raw materials
    
    $
    4,464
    
    
    $
    6,880Work-in-process
    
    
    2,580
    
    
    
    2,987Finished goods
    
    
    20,556
    
    
    
    18,12927,600
    
    
    
    27,996LIFO reserve
    
    
    (3,541
    )
    
    
    (3,541
    )$
    24,059
    
    
    $
    24,455
  10




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Note 5. Assets Held for Sale
  (In thousands)September 27,
    
    
    December 31,2008
    
    
    2007Land and buildings
    
    $
    
    
    
    $
    445Machinery and equipment
    
    
    
    
    
    
    10$
    
    
    
    $
    455
 Note 6. Property, Plant and Equipment
  (In thousands)September 27,
    
    
    December 31,2008
    
    
    2007Land
    
    $
    624
    
    
    $
    925Buildings and improvements
    
    
    21,131
    
    
    
    26,097Machinery and equipment
    
    
    22,877
    
    
    
    38,982Leasehold improvements
    
    
    696
    
    
    
    656Construction in progress
    
    
    909
    
    
    
    49646,237
    
    
    
    67,156Less accumulated depreciation
and amortization
    
    
    (33,949
    )
    
    
    (49,700
    )$
    12,288
    
    
    $
    17,456
   11




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Note 7. Accrued Liabilities
  (In thousands)September 27,
    
    
    December 31,2008
    
    
    2007Employee-related benefits
    
    $
    875
    
    
    $
    1,283Compensation related
    
    
    422
    
    
    
    1,276Deferred compensation and severance
    
    
    1,111
    
    
    
    710Other accrued liabilities
    
    
    3,861
    
    
    
    2,778$
    6,269
    
    
    $
    6,047
 Note 8. Bank Debt
    Note 9. Employee Benefits
 Employee Stock Ownership Plan
 Employers Accounting for Employee Stock Ownership Plans
  12




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##### Table of Contents



(In thousands)September 27,
    
    
    December 31,2008
    
    
    2007Allocated shares
    
    
    310
    
    
    
    268Unearned ESOP shares
    
    
    1,553
    
    
    
    1,603Total ESOP shares
    
    
    1,863
    
    
    
    1,871Unearned ESOP shares, at cost
    
    $
    15,526
    
    
    $
    16,032Fair value of unearned ESOP shares
    
    $
    2,655
    
    
    $
    7,695
 Supplemental Executive Retirement Plan
  Note 10. Income Taxes
   Note 11. Earnings per Share of Common Stock
   13




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Note 12. Stockholders Equity and Related Party Transaction
 Restricted Stock Awards
  2007 Executive Incentive Plan
  Related Party Transaction
  Note 13. Recently Issued Accounting Standards
 The Fair Value Option for Financial Assets and Financial Liabilities Including
an Amendment of FASB Statement No. 115 Fair Value
Measurements (FAS 157), . Effective Date of FASB
Statement No. 157,
 Business Combinations
 Noncontrolling Interests in Consolidated Financial Statements  An Amendment of ARB No. 51
  14




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##### Table of Contents



The Hierarchy of
Generally Accepted Accounting Principles The Meaning of Present Fairly in Conformity
With Generally Accepted Accounting Principles The Meaning of Present Fairly in Conformity With
Generally Accepted Accounting Principles
 
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations
 Overview
       15




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##### Table of Contents




    
    At September 27, 2008, the Company has unused borrowing capacity of
approximately $14,231,000 under its Bank Facility.
    
    The Company expects to receive asset sale proceeds of approximately $3,300,000
in 2009 from the sale of its Lincolnton, North Carolina buildings, machinery and
equipment.
    
    At September 27, 2008,
the Company has refundable income taxes of $3,462,000, primarily from net operating loss (NOL) carrybacks, which are expected to be received in the
fourth quarter of 2008.
    
    The Company plans to sell excess inventories and generate cash of approximately
$3,000,000 in 2009.
    
    The Company has recently implemented spending controls and overhead expense
reductions in personnel.
    
    Future capital spending for information technology upgrades will be delayed to
2010.
   16




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##### Table of Contents



Results of Operations
  Three Months Ended
    
    
    Nine Months EndedSeptember 27,
    
    
    September 29,
    
    
    September 27,
    
    
    September 29,2008
    
    
    2007
    
    
    2008
    
    
    2007Sales
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of sales
    
    
    115.7
    
    
    
    86.8
    
    
    
    96.2
    
    
    
    87.9Gross margin (expense)
    
    
    (15.7
    )
    
    
    13.2
    
    
    
    3.8
    
    
    
    12.1Selling, general and
administrative expenses
    
    
    27.0
    
    
    
    25.1
    
    
    
    27.4
    
    
    
    23.3Operating loss
    
    
    (42.7
    )
    
    
    (11.9
    )
    
    
    (23.6
    )
    
    
    (11.2
    )Interest income (expense), net
    
    
    (0.5
    )
    
    
    
    
    
    
    (0.4
    )
    
    
    0.1Loss before income tax
benefit (expense)
    
    
    (43.2
    )
    
    
    (11.9
    )
    
    
    (24.0
    )
    
    
    (11.1
    )Income tax benefit (expense)
    
    
    (0.9
    )
    
    
    4.6
    
    
    
    (0.2
    )
    
    
    4.2Net loss
    
    
    (44.1
    )%
    
    
    (7.3
    )%
    
    
    (24.2
    )%
    
    
    (6.9
    )%
      17




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Liquidity and Capital Resources
      18




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##### Table of Contents




    
    At September 27, 2008, the Company has unused borrowing capacity of
approximately $14,231,000 under its Bank Facility.
    
    The Company expects to
receive asset sale proceeds of approximately $3,300,000 in 2009 from the sale of its Lincolnton, North Carolina buildings, machinery and
equipment.
    
    At September 27, 2008, the Company has refundable income taxes of $3,462,000, primarily
from net operating loss (NOL) carrybacks, which are expected to be received in the
fourth quarter of 2008.
    
    The Company plans to sell excess inventories and generate cash of approximately
$3,000,000 in 2009.
    
    The Company has recently implemented spending controls and overhead expense
reductions in personnel.
    
    Future capital spending for information technology upgrades will be delayed to
2010.
  Recently Issued Accounting Standards
 The Fair Value Option for Financial Assets and Financial Liabilities Including
an Amendment of FASB Statement No. 115 Fair Value
Measurements (FAS 157), . Effective Date of FASB
Statement No. 157,
 Business Combinations
 Noncontrolling Interests in Consolidated Financial Statements  An Amendment of ARB No. 51
  19




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##### Table of Contents



The Hierarchy of
Generally Accepted Accounting Principles The Meaning of Present Fairly in Conformity
With Generally Accepted Accounting Principles The Meaning of Present Fairly in Conformity With
Generally Accepted Accounting Principles
 Forward-Looking Statements
     20




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Item 4. Controls and Procedures
 Form 10-Q.
  
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 (c)
    
    The following table represents information with respect to shares of Chromcraft
Revington common stock repurchased by the Company during the three months ended September
27, 2008.
 Purchases of Equity Securities by the Issuer
 Total number of
    
    
    Maximum number (orTotal
    
    
    Average
    
    
    shares purchased
    
    
    approximate dollar value)number
    
    
    price
    
    
    as part of publicly
    
    
    of shares that may yetof shares
    
    
    paid
    
    
    announced
    
    
    be purchased underPeriod
    
    purchased
    
    
    per share
    
    
    plans or programs
    
    
    the plans or programs (1)June 29, 2008 to July 26, 2008
    
    
    42,000
    
    
    $
    3.72
    
    
    
    42,000
    
    
    
    660,098July 27, 2008 to August 23, 2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    660,098August 24, 2008 to September 27, 2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    660,098Total
    
    
    42,000
    
    
    $
    3.72
    
    
    
    42,000
 (1)
    
    The Company has maintained a
share repurchase program since 1997. 
 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.
  21




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##### Table of Contents



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).
 
 SIGNATURES
  Chromcraft Revington, Inc.(Registrant)Date:  November 10, 2008
    By:
    /s/ Frank T. KaneFrank T. KaneExecutive Vice President
(Duly Authorized Officer and
Principal Accounting and
Finance Officer)  22