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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 3, 2010
 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 
incorporation or organization)
    
    (IRS Employer Identification No.)
 (Address, including zip code, of registrants principal executive offices)
 (Registrants telephone number, including area code)
 Yes þ No o
 Yes o No o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a
smaller reporting company)
 Yes o No þ




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PageNumberPART I. Financial InformationItem 1. Financial Statements (unaudited)Condensed
Consolidated Statements of Operations 
Three and Six Months Ended July 3, 2010 and July 4, 2009
    
    
    3Condensed
Consolidated Balance Sheets  July 3, 2010
and December 31, 2009
    
    
    4Condensed
Consolidated Statements of Cash Flows 
Six Months Ended July 3, 2010 and July 4, 2009
    
    
    5Condensed Consolidated Statement of Stockholders
Equity  Six Months Ended July 3, 2010
    
    
    6Notes to Condensed Consolidated Financial Statements
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    10Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    14Item 4. Controls and Procedures
    
    
    14PART II. Other InformationItem 6. Exhibits
    
    
    15SIGNATURES
    
    
    16Exhibit 10.23Exhibit 10.34Exhibit 10.90Exhibit 10.91Exhibit 10.92Exhibit 10.97Exhibit 10.98Exhibit 31.1Exhibit 31.2Exhibit 32.1
   2




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Three Months Ended
    
    
    Six Months EndedJuly 3,
    
    
    July 4,
    
    
    July 3,
    
    
    July 4,2010
    
    
    2009
    
    
    2010
    
    
    2009Sales
    
    $
    14,008
    
    
    $
    14,598
    
    
    $
    27,915
    
    
    $
    31,251Cost of sales
    
    
    11,339
    
    
    
    12,923
    
    
    
    22,540
    
    
    
    28,494Gross margin
    
    
    2,669
    
    
    
    1,675
    
    
    
    5,375
    
    
    
    2,757Selling, general and administrative expenses
    
    
    3,937
    
    
    
    4,061
    
    
    
    7,548
    
    
    
    8,218Operating loss
    
    
    (1,268
    )
    
    
    (2,386
    )
    
    
    (2,173
    )
    
    
    (5,461
    )Interest expense, net
    
    
    (75
    )
    
    
    (78
    )
    
    
    (150
    )
    
    
    (155
    )Net loss
    
    $
    (1,343
    )
    
    $
    (2,464
    )
    
    $
    (2,323
    )
    
    $
    (5,616
    )Basic and diluted loss per share of common stock
    
    $
    (.29
    )
    
    $
    (.53
    )
    
    $
    (.50
    )
    
    $
    (1.22
    )Shares used in computing loss per share
    
    
    4,685
    
    
    
    4,613
    
    
    
    4,676
    
    
    
    4,603
 See accompanying notes to condensed consolidated financial statements.
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July 3,
    
    
    December 31,2010
    
    
    2009AssetsCash and cash equivalents
    
    $
    6,489
    
    
    $
    3,636Accounts receivable, less allowance of $450 in 2010 and 2009
    
    
    7,500
    
    
    
    7,661Refundable income taxes
    
    
    
    
    
    
    6,578Inventories
    
    
    13,263
    
    
    
    13,294Prepaid expenses and other
    
    
    1,218
    
    
    
    990Current assets
    
    
    28,470
    
    
    
    32,159Property, plant and equipment, net
    
    
    7,956
    
    
    
    8,293Other assets
    
    
    570
    
    
    
    667Total assets
    
    $
    36,996
    
    
    $
    41,119Liabilities and Stockholders EquityAccounts payable
    
    $
    2,620
    
    
    $
    3,364Accrued liabilities
    
    
    2,736
    
    
    
    3,905Current liabilities
    
    
    5,356
    
    
    
    7,269Deferred compensation
    
    
    524
    
    
    
    599Other long-term liabilities
    
    
    1,685
    
    
    
    1,669Total liabilities
    
    
    7,565
    
    
    
    9,537Stockholders equity
    
    
    29,431
    
    
    
    31,582Total liabilities and stockholders equity
    
    $
    36,996
    
    
    $
    41,119
 See accompanying notes to condensed consolidated financial statements.
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Six Months EndedJuly 3,
    
    
    July 4,2010
    
    
    2009Operating ActivitiesNet loss
    
    $
    (2,323
    )
    
    $
    (5,616
    )Adjustments to reconcile net loss to
net cash provided by operating activitiesDepreciation and amortization expense
    
    
    472
    
    
    
    526Non-cash share based and ESOP compensation expense
    
    
    172
    
    
    
    68Provision for doubtful accounts
    
    
    43
    
    
    
    314Non-cash inventory write-downs
    
    
    221
    
    
    
    576Non-cash asset impairment charges
    
    
    
    
    
    
    3Changes in operating assets and liabilitiesAccounts receivable
    
    
    118
    
    
    
    3,029Refundable income taxes
    
    
    6,578
    
    
    
    Inventories
    
    
    (190
    )
    
    
    5,920Prepaid expenses and other
    
    
    (228
    )
    
    
    (143
    )Accounts payable and accrued liabilities
    
    
    (1,913
    )
    
    
    (2,753
    )Long-term liabilities and assets
    
    
    38
    
    
    
    (123
    )Cash provided by operating activities
    
    
    2,988
    
    
    
    1,801Investing ActivitiesCapital expenditures
    
    
    (135
    )
    
    
    (105
    )Proceeds on disposal of assets
    
    
    
    
    
    
    487Cash provided by (used in) investing activities
    
    
    (135
    )
    
    
    382Change in cash and cash equivalents
    
    
    2,853
    
    
    
    2,183Cash and cash equivalents at beginning of the period
    
    
    3,636
    
    
    
    879Cash and cash equivalents at end of the period
    
    $
    6,489
    
    
    $
    3,062
 See accompanying notes to condensed consolidated financial statements.
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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, 2010
    
    
    7,947,923
    
    
    $
    80
    
    
    $
    17,085
    
    
    $
    (14,679
    )
    
    $
    50,256
    
    
    
    (1,819,154
    )
    
    $
    (21,160
    )
    
    $
    31,582ESOP compensation
expense
    
    
    
    
    
    
    
    
    
    
    (256
    )
    
    
    339
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    83Issuance of restricted
stock awards
    
    
    260,624
    
    
    
    2
    
    
    
    (2
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Share based
compensation
    
    
    
    
    
    
    
    
    
    
    89
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    89Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,323
    )
    
    
    
    
    
    
    
    
    
    
    (2,323
    )Balance at July 3, 2010
    
    
    8,208,547
    
    
    $
    82
    
    
    $
    16,916
    
    
    $
    (14,340
    )
    
    $
    47,933
    
    
    
    (1,819,154
    )
    
    $
    (21,160
    )
    
    $
    29,431
 See accompanying notes to condensed consolidated financial statements.
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Note 1. Basis of Presentation
      Note 2. Cash and Cash Equivalents
  Note 3. Inventories
  (In thousands)July 3,
    
    
    December 31,2010
    
    
    2009Raw materials
    
    $
    3,965
    
    
    $
    4,364Work-in-process
    
    
    1,145
    
    
    
    903Finished goods
    
    
    8,153
    
    
    
    8,027$
    13,263
    
    
    $
    13,294
   7




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Note 4. Property, Plant and Equipment
  (In thousands)July 3,
    
    
    December 31,2010
    
    
    2009Land
    
    $
    324
    
    
    $
    324Buildings and improvements
    
    
    18,438
    
    
    
    18,438Machinery and equipment
    
    
    23,178
    
    
    
    23,069Leasehold improvements
    
    
    769
    
    
    
    711Construction in progress
    
    
    352
    
    
    
    38443,061
    
    
    
    42,926Less accumulated depreciation
and amortization
    
    
    (35,105
    )
    
    
    (34,633
    )$
    7,956
    
    
    $
    8,293
  Note 5. Accrued Liabilities
  (In thousands)July 3,
    
    
    December 31,2010
    
    
    2009Employee-related benefits
    
    $
    692
    
    
    $
    1,043Property tax
    
    
    233
    
    
    
    483Commissions
    
    
    285
    
    
    
    317Compensation related
    
    
    85
    
    
    
    441Other accrued liabilities
    
    
    1,441
    
    
    
    1,621$
    2,736
    
    
    $
    3,905
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Note 6. Bank Debt
   Note 7. Employee Stock Ownership Plan
    9




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(In thousands)July 3,
    
    
    December 31,2010
    
    
    2009Allocated ESOP shares
    
    
    272
    
    
    
    240Unearned ESOP shares
    
    
    1,434
    
    
    
    1,468Total ESOP shares
    
    
    1,706
    
    
    
    1,708Unearned ESOP shares, at cost
    
    $
    14,340
    
    
    $
    14,679Fair value of unearned ESOP shares
    
    $
    3,313
    
    
    $
    3,347
 Note 8. Income Taxes
  Note 9. Loss per Share of Common Stock
  Note 10. Recently Issued Accounting Standards
  
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations
 Overview
    10




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Results of Operations
  Three Months Ended
    
    
    Six Months EndedJuly 3,
    
    
    July 4,
    
    
    July 3,
    
    
    July 4,2010
    
    
    2009
    
    
    2010
    
    
    2009Sales
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of sales
    
    
    81.0
    
    
    
    88.5
    
    
    
    80.8
    
    
    
    91.2Gross margin
    
    
    19.0
    
    
    
    11.5
    
    
    
    19.2
    
    
    
    8.8Selling, general and administrative expenses
    
    
    28.1
    
    
    
    27.8
    
    
    
    27.0
    
    
    
    26.3Operating loss
    
    
    (9.1
    )
    
    
    (16.3
    )
    
    
    (7.8
    )
    
    
    (17.5
    )Interest expense
    
    
    (0.5
    )
    
    
    (0.6
    )
    
    
    (0.5
    )
    
    
    (0.5
    )Net loss
    
    
    (9.6
    )%
    
    
    (16.9
    )%
    
    
    (8.3
    )%
    
    
    (18.0
    )%
     11




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Financial Condition, Liquidity and Capital Resources
      12




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Recently Issued Accounting Standards
  Forward-Looking Statements
   13




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Item 3. Quantitative and Qualitative Disclosures about Market Risk
   
 Item 4. Controls and Procedures
 Form 10-Q.
   14




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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 October 16, 2009, is incorporated herein by reference.10.23
    
    
    Chromcraft Revington, Inc. Employee Stock Ownership and Savings Plan  ESOP Component Trust, dated May 13, 2010
by and between the Registrant and Reliance Trust Company (as successor Trustee) (filed herewith).10.34
    
    
    Amendment No. 3 to the Term Loan and Security Agreement, dated May 13, 2010, by and between the Registrant and Reliance
Trust Company (as successor Trustee) (filed herewith).10.90
    
    
    Restricted Stock Award Agreement, dated July 30, 2010 between the Registrant and Ronald H.
Butler (filed herewith).10.91
    
    
    Employment Agreement, dated April 23, 2007 between the Registrant and William B. Massengill
(filed herewith).10.92
    
    
    Form of Award Letter regarding short-term
incentive cash bonus opportunity under the 2007 Executive Incentive Plan (filed
herewith).10.97
    
    
    Form of Performance Share and Restricted Stock Award Agreement under the 2007 Executive Incentive Plan (filed herewith).10.98
    
    
    Form of Restricted Stock Award Agreement under the Directors Stock Plan (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).
  15




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SIGNATURES
  Chromcraft Revington, Inc.
(Registrant)Date: August 17, 2010
    By:
    /s/ Ronald H. ButlerRonald H. Butler,Chairman and Chief Executive
OfficerDate: August 17, 2010
    By:
    /s/ Myron D. HamasMyron D. Hamas,Vice President  Finance and
Principal Financial Officer  16