##### 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 July 4, 2009
 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
 o 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 July 4, 2009 and June 28, 2008
    
    
    3Condensed Consolidated Balance Sheets  
July 4, 2009 and December 31, 2008
    
    
    4Condensed Consolidated Statements of Cash Flows  
Six Months Ended July 4, 2009 and June 28, 2008
    
    
    5Condensed Consolidated Statement of Stockholders Equity 
Six Months Ended July 4, 2009
    
    
    6Notes to Condensed Consolidated Financial Statements
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    13Item 4. Controls and Procedures
    
    
    18PART II. Other InformationItem 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    18Item 4. Submission of Matters to a Vote of Security Holders
    
    
    19Item 5. Other Information
    
    
    19Item 6. Exhibits
    
    
    20SIGNATURES
    
    
    21Exhibit 10.9Exhibit 10.99Exhibit 31.1Exhibit 31.2Exhibit 32.1
   2




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##### Table of Contents



Item 1.
    
    Financial Statements
 
    Three Months Ended
    
    
    Six Months EndedJuly 4,
    
    
    June 28,
    
    
    July 4,
    
    
    June 28,2009
    
    
    2008
    
    
    2009
    
    
    2008Sales
    
    $
    14,598
    
    
    $
    25,605
    
    
    $
    31,251
    
    
    $
    53,068Cost of sales
    
    
    12,923
    
    
    
    23,558
    
    
    
    28,494
    
    
    
    46,572Gross margin
    
    
    1,675
    
    
    
    2,047
    
    
    
    2,757
    
    
    
    6,496Selling, general and administrative expenses
    
    
    4,061
    
    
    
    7,969
    
    
    
    8,218
    
    
    
    14,604Operating loss
    
    
    (2,386
    )
    
    
    (5,922
    )
    
    
    (5,461
    )
    
    
    (8,108
    )Interest expense, net
    
    
    (78
    )
    
    
    (116
    )
    
    
    (155
    )
    
    
    (175
    )Net loss
    
    $
    (2,464
    )
    
    $
    (6,038
    )
    
    $
    (5,616
    )
    
    $
    (8,283
    )Basic and diluted loss per share of common stock
    
    $
    (.53
    )
    
    $
    (1.32
    )
    
    $
    (1.22
    )
    
    $
    (1.81
    )Shares used in computing loss per share
    
    
    4,613
    
    
    
    4,582
    
    
    
    4,603
    
    
    
    4,572
 See accompanying notes to condensed consolidated financial statements.
  3




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July 4,
    
    
    December 31,2009
    
    
    2008AssetsCash and cash equivalents
    
    $
    3,062
    
    
    $
    879Accounts receivable, less allowance of $825 in 2009 and 2008
    
    
    8,312
    
    
    
    11,655Inventories
    
    
    15,230
    
    
    
    21,726Assets held for sale
    
    
    
    
    
    
    490Prepaid expenses and other
    
    
    1,143
    
    
    
    1,000Current assets
    
    
    27,747
    
    
    
    35,750Property, plant and equipment, net
    
    
    9,128
    
    
    
    9,549Other assets
    
    
    691
    
    
    
    688Total assets
    
    $
    37,566
    
    
    $
    45,987Liabilities and Stockholders EquityAccounts payable
    
    $
    2,496
    
    
    $
    3,684Accrued liabilities
    
    
    4,889
    
    
    
    6,410Current liabilities
    
    
    7,385
    
    
    
    10,094Deferred compensation
    
    
    662
    
    
    
    795Other long-term liabilities
    
    
    1,680
    
    
    
    1,667Total liabilities
    
    
    9,727
    
    
    
    12,556Stockholders equity
    
    
    27,839
    
    
    
    33,431Total liabilities and stockholders equity
    
    $
    37,566
    
    
    $
    45,987
 See accompanying notes to condensed consolidated financial statements.
  4




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Six Months EndedJuly 4,
    
    
    June 28,2009
    
    
    2008Operating ActivitiesNet loss
    
    $
    (5,616
    )
    
    $
    (8,283
    )Adjustments to reconcile net loss to
net cash provided by (used in) operating activitiesDepreciation and amortization expense
    
    
    526
    
    
    
    811Non-cash share based and ESOP compensation expense
    
    
    68
    
    
    
    194Provision for doubtful accounts
    
    
    314
    
    
    
    502Non-cash inventory write-downs
    
    
    576
    
    
    
    2,358Non-cash asset impairment charges
    
    
    3
    
    
    
    210Changes in operating assets and liabilitiesAccounts receivable
    
    
    3,029
    
    
    
    (2,002
    )Inventories
    
    
    5,920
    
    
    
    (2,275
    )Prepaid expenses and other
    
    
    (143
    )
    
    
    1,089Accounts payable and accrued liabilities
    
    
    (2,753
    )
    
    
    (215
    )Long-term liabilities and assets
    
    
    (123
    )
    
    
    401Cash provided by (used in) operating activities
    
    
    1,801
    
    
    
    (7,210
    )Investing ActivitiesCapital expenditures
    
    
    (105
    )
    
    
    (730
    )Proceeds on disposal of assets
    
    
    487
    
    
    
    455Cash provided by (used in) investing activities
    
    
    382
    
    
    
    (275
    )Change in cash and cash equivalents
    
    
    2,183
    
    
    
    (7,485
    )Cash and cash equivalents at beginning of the period
    
    
    879
    
    
    
    8,785Cash and cash equivalents at end of the period
    
    $
    3,062
    
    
    $
    1,300
 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, 2009
    
    
    7,945,363
    
    
    $
    80
    
    
    $
    17,688
    
    
    $
    (15,356
    )
    
    $
    52,179
    
    
    
    (1,819,154
    )
    
    $
    (21,160
    )
    
    $
    33,431ESOP compensation
expense
    
    
    
    
    
    
    
    
    
    
    (323
    )
    
    
    339
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16Issuance of restricted stock
awards
    
    
    3,840
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Share based compensation
    
    
    
    
    
    
    
    
    
    
    8
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,616
    )
    
    
    
    
    
    
    
    
    
    
    (5,616
    )Balance at July 4, 2009
    
    
    7,949,203
    
    
    $
    80
    
    
    $
    17,373
    
    
    $
    (15,017
    )
    
    $
    46,563
    
    
    
    (1,819,154
    )
    
    $
    (21,160
    )
    
    $
    27,839
 See accompanying notes to condensed consolidated financial statements.
  6




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Note 1. Basis of Presentation
     Note 2. Cash and Cash Equivalents
   Note 3. Asset Impairment and Restructuring Charges
   7




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(In thousands)Three Months Ended
    
    
    Six Months EndedJuly 4,
    
    
    June 28,
    
    
    July 4,
    
    
    June 28,2009
    
    
    2008
    
    
    2009
    
    
    2008Restructuring charges:Exit and disposal activities
    
    $
    93
    
    
    $
    46
    
    
    $
    292
    
    
    $
    46One-time termination benefits
    
    
    50
    
    
    
    384
    
    
    
    (189
    )
    
    
    384Inventory write-downs
    
    
    
    
    
    
    (7
    )
    
    
    
    
    
    
    513Total restructuring costs
    
    
    143
    
    
    
    423
    
    
    
    103
    
    
    
    943Asset impairment charges
    
    
    (3
    )
    
    
    
    
    
    
    3
    
    
    
    210$
    140
    
    
    $
    423
    
    
    $
    106
    
    
    $
    1,153Statements of Operations classification:Gross margin
    
    $
    102
    
    
    $
    363
    
    
    $
    330
    
    
    $
    1,093Selling, general and administrative expenses
    
    
    38
    
    
    
    60
    
    
    
    (224
    )
    
    
    60$
    140
    
    
    $
    423
    
    
    $
    106
    
    
    $
    1,153
  (In thousands)Year Ended
    
    
    Six Months  EndedDecember 31,
    
    
    July 4,2008
    
    
    2009
    
    
    TotalExit and disposal activities
    
    $
    246
    
    
    $
    292
    
    
    $
    538One-time termination benefits
    
    
    2,051
    
    
    
    (189
    )
    
    
    1,862Inventory write-downs
    
    
    2,495
    
    
    
    
    
    
    
    2,495$
    4,792
    
    
    $
    103
    
    
    $
    4,895
  8




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(In thousands)Balance
    
    
    Six Months Ended July 4, 2009
    
    
    BalanceDecember 31,
    
    
    Charges to
    
    
    Cash
    
    
    Asset
    
    
    July 4,2008
    
    
    Expense
    
    
    Payments
    
    
    Write-downs
    
    
    2009Exit and disposal activities
    
    $
    (127
    )
    
    $
    292
    
    
    $
    (190
    )
    
    $
    
    
    
    $
    (25
    )One-time termination benefits
    
    
    1,029
    
    
    
    (189
    )
    
    
    (311
    )
    
    
    
    
    
    
    529Asset impairment charges
    
    
    
    
    
    
    3
    
    
    
    
    
    
    
    (3
    )
    
    
    $
    902
    
    
    $
    106
    
    
    $
    (501
    )
    
    $
    (3
    )
    
    $
    504
 (In thousands)Balance
    
    
    Six Months Ended June 28, 2008
    
    
    BalanceJanuary 1,
    
    
    Charges to
    
    
    Cash
    
    
    Asset
    
    
    June 28,2008
    
    
    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
 Note 4. Inventories
  (In thousands)July 4,
    
    
    December 31,2009
    
    
    2008Raw materials
    
    $
    4,425
    
    
    $
    3,827Work-in-process
    
    
    629
    
    
    
    1,471Finished goods
    
    
    10,176
    
    
    
    16,428$
    15,230
    
    
    $
    21,726
   9




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Note 5. Property, Plant and Equipment
  (In thousands)July 4,
    
    
    December 31,2009
    
    
    2008Land
    
    $
    324
    
    
    $
    324Buildings and improvements
    
    
    18,431
    
    
    
    18,431Machinery and equipment
    
    
    23,229
    
    
    
    23,309Leasehold improvements
    
    
    696
    
    
    
    696Construction in progress
    
    
    1,031
    
    
    
    96043,711
    
    
    
    43,720Less accumulated depreciation
and amortization
    
    
    (34,583
    )
    
    
    (34,171
    )$
    9,128
    
    
    $
    9,549
  Note 6. Accrued Liabilities
  (In thousands)July 4,
    
    
    December 31,2009
    
    
    2008Property tax
    
    $
    470
    
    
    $
    520Employee-related benefits
    
    
    937
    
    
    
    835Deferred compensation and severance
    
    
    1,118
    
    
    
    1,740Other accrued liabilities
    
    
    2,364
    
    
    
    3,315$
    4,889
    
    
    $
    6,410
 Note 7. Bank Debt
   10




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Note 8. Employee Stock Ownership Plan
 Employers Accounting for Employee Stock Ownership Plans
  (In thousands)July 4,
    
    
    December 31,2009
    
    
    2008Allocated shares
    
    
    291
    
    
    
    255Unearned ESOP shares
    
    
    1,502
    
    
    
    1,536Total ESOP shares
    
    
    1,793
    
    
    
    1,791Unearned ESOP shares, at cost
    
    $
    15,017
    
    
    $
    15,356Fair value of unearned ESOP shares
    
    $
    1,427
    
    
    $
    599
   11




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Note 9. Income Taxes
  Note 10. Loss per Share of Common Stock
  Note 11. Recently Issued Accounting Standards
 Fair Value Measurements
 Business Combinations
  12




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Noncontrolling Interests in Consolidated Financial Statements  An Amendment of ARB No. 51
 Subsequent Events
 The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted
Accounting Principles. The Hierarchy of Generally Accepted Accounting
Principles FASB Accounting Standards Codification
 
 Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of
Operations
 Overview
   13




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Results of Operations
  Three Months Ended
    
    
    Six Months EndedJuly 4,
    
    
    June 28,
    
    
    July 4,
    
    
    June 28,2009
    
    
    2008
    
    
    2009
    
    
    2008Sales
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of sales
    
    
    88.5
    
    
    
    92.0
    
    
    
    91.2
    
    
    
    87.8Gross margin
    
    
    11.5
    
    
    
    8.0
    
    
    
    8.8
    
    
    
    12.2Selling, general and administrative expenses
    
    
    27.8
    
    
    
    31.1
    
    
    
    26.3
    
    
    
    27.5Operating loss
    
    
    (16.3
    )
    
    
    (23.1
    )
    
    
    (17.5
    )
    
    
    (15.3
    )Interest expense
    
    
    (0.6
    )
    
    
    (0.5
    )
    
    
    (0.5
    )
    
    
    (0.3
    )Net loss
    
    
    (16.9
    )%
    
    
    (23.6
    )%
    
    
    (18.0
    )%
    
    
    (15.6
    )%
    14




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Liquidity and Capital Resources
    15




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Recently Issued Accounting Standards
 Fair Value Measurements
  16




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Business Combinations
 Noncontrolling Interests in Consolidated Financial Statements  An Amendment of ARB No. 51
 Subsequent Events
 The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted
Accounting Principles. The Hierarchy of Generally Accepted Accounting
Principles FASB Accounting Standards Codification
  17




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Forward-Looking Statements
    
 Item 4.
    
    Controls and Procedures
 Form 10-Q.
  
  
 Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
 Purchases of Equity Securities by the Issuer
   18




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Item 4.
    
    Submission of Matters to a Vote of Security Holders
 (a)

    Chromcraft Revington held its annual meeting of stockholders on May 21, 2009.
 (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
    
    
    WithheldRonald H. Butler
    
    
    2,760,098
    
    
    
    633,880John R. Hesse
    
    
    2,426,823
    
    
    
    967,155David L. Kolb
    
    
    2,731,355
    
    
    
    662,623Larry P. Kunz
    
    
    2,428,380
    
    
    
    965,598Theodore L. Mullett
    
    
    2,402,005
    
    
    
    991,973Craig R. Stokely
    
    
    2,731,355
    
    
    
    662,623John D. Swift
    
    
    2,761,419
    
    
    
    632,559
 
 Item 5.
    
    Other Information
 Compensatory Arrangements with Certain Former Executive Officers
    19




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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 April 7, 2009, is incorporated herein by reference.10.9
    
    
    Mutual Settlement and Release Agreement dated May 6, 2009, between the Registrant and Benjamin M. Anderson-Ray (filed herewith).10.99
    
    
    Mutual Settlement and Release Agreement dated May 8, 2009, between Registrant and Richard J.
Garrity (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 Vice President  Finance and Principal 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 Vice President  Finance and Principal Financial Officer required pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
  20




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SIGNATURES
  Chromcraft Revington, Inc.(Registrant)Date: August 18, 2009
    By:
    /s/ Ronald H. ButlerRonald H. Butler,Chairman and Chief Executive OfficerDate: August 18, 2009
    By:
    /s/ Myron D. HamasMyron D. Hamas,Vice President  Finance and
Principal Financial Officer  21




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EXHIBIT INDEX
 ExhibitNumber
    
    Description3.1
    
    
    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 April 7, 2009, is incorporated herein by reference.10.9
    
    
    Mutual Settlement and Release Agreement dated May 6, 2009, between the Registrant and Benjamin M. Anderson-Ray (filed herewith).10.99
    
    
    Mutual Settlement and Release Agreement dated May 8, 2009, between Registrant and Richard J. Garrity (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 Vice President  Finance and Principal 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 Vice President  Finance and Principal Financial Officer required pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
  22