1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 1, 1999 or [ ] 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: 0-17868 KRAUSE'S FURNITURE, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 77-0310773 - -------------------------------------------------------------------------------- (State or other jurisdiction (I.R.S. Employer of incorporation) Identification No.) 200 North Berry Street, Brea, California 92821-3903 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (714) 990-3100 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) - -------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) 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 such filing requirements for the past 90 days. [x] Yes [ ] No As of September 1, 1999 the Registrant had 22,050,328 shares of common stock outstanding. 1 2 INDEX Page PART I FINANCIAL INFORMATION Item 1. Financial Statements - Consolidated balance sheet 3 - Consolidated statement of operations (unaudited) 4 - Consolidated statement of cash flows (unaudited) 5 - Notes to consolidated financial statements (unaudited) 6 - 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 - 13 Item 3. Market Risk 13 PART II OTHER INFORMATION Item 1. Legal Proceedings 14 Item 2. Changes in Securities and Use of Proceeds 14 Item 3. Defaults Upon Senior Securities 14 Item 4. Submission of Matters to a Vote of Security Holders 14 Item 5. Other Information 14 Item 6. Exhibits and Reports on Form 8-K 14 SIGNATURES 15 2 3 PART I, ITEM 1 KRAUSE'S FURNITURE, INC. CONSOLIDATED BALANCE SHEET (IN THOUSANDS, EXCEPT SHARE DATA) August 1, 1999 January 31, (unaudited) 1999 -------------- ----------- ASSETS Current assets: Cash and cash equivalents $ 360 $ 80 Accounts receivable, net of allowance of $219 for doubtful accounts ($180 at January 31, 1999) 1,002 1,193 Inventories 21,245 20,413 Prepaid expenses 1,473 1,465 -------- -------- Total current assets 24,080 23,151 Property, equipment, and leasehold improvements, net 13,709 13,066 Goodwill, net 12,837 13,346 Leasehold interests, net 797 915 Other assets 2,366 2,028 -------- -------- $ 53,789 $ 52,506 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 9,446 $ 7,750 Accrued payroll and related expenses 2,461 2,502 Other accrued liabilities 4,322 3,849 Customer deposits 5,276 5,650 Notes payable 2,392 542 -------- -------- Total current liabilities 23,897 20,293 -------- -------- Long-term liabilities: Notes payable 17,999 17,990 Other 2,014 1,994 -------- -------- Total long-term liabilities 20,013 19,984 -------- -------- Commitments and contingencies Stockholders' equity: Convertible preferred stock, $.001 par value; 666,667 shares authorized, no shares outstanding - - Common stock, $.001 par value; 35,000,000 shares authorized, 21,984,428 shares outstanding 22 22 Capital in excess of par value 59,273 59,171 Accumulated deficit (49,416) (46,964) -------- -------- Total stockholders' equity 9,879 12,229 -------- -------- 53,789 52,506 ======== ======== See accompanying notes. 3 4 KRAUSE'S FURNITURE, INC. CONSOLIDATED STATEMENT OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED) Thirteen Weeks Ended Twenty-Six Weeks Ended ----------------------- ---------------------- August 1, August 2, August 1, August 2, 1999 1998 1999 1998 --------- --------- --------- --------- Net sales $ 36,070 $ 31,087 $ 73,030 $ 62,337 Cost of sales 16,736 14,508 33,532 29,921 -------- -------- -------- -------- Gross profit 19,334 16,579 39,498 32,416 Operating expenses: Selling 17,723 15,101 34,568 29,506 General and administrative 2,774 2,343 5,245 4,718 Amortization of goodwill 255 255 510 510 -------- -------- -------- -------- 20,752 17,699 40,323 34,734 -------- -------- -------- -------- Loss from operations (1,418) (1,120) (825) (2,318) Interest expense (731) (623) (1,406) (1,231) Other expense (134) (119) (221) (260) -------- -------- -------- -------- Net loss $ (2,283) $ (1,862) $ (2,452) $ (3,809) ======== ======== ======== ======== Basic and diluted loss per share $ (.10) $ (.08) $ (.11) $ (.18) ======== ======== ======== ======== Number of shares used in computing loss per share 21,984 21,984 21,984 20,996 ======== ======== ======== ======== See accompanying notes. 4 5 KRAUSE'S FURNITURE, INC. CONSOLIDATED STATEMENT OF CASH FLOWS (IN THOUSANDS) (UNAUDITED) Twenty-Six Weeks Ended ------------------------- August 1, August 2, 1999 1998 ---------- --------- Cash flows from operating activities: Net loss $ (2,452) $ (3,809) Adjustments to reconcile net loss to net cash provided (used) by operating activities: Depreciation and amortization 1,652 1,391 Other non-cash charges 628 734 Change in assets and liabilities Accounts receivable 191 199 Inventories (832) (2,947) Prepaid expenses and other assets (386) (400) Accounts payable and other liabilities 2,148 (373) Customer deposits (374) (327) -------- -------- Net cash provided (used) by operating activities 575 (5,532) -------- -------- Cash flows from investing activities: Capital expenditures (1,788) (4,275) -------- -------- Net cash used by investing activities (1,788) (4,275) -------- -------- Cash flows from financing activities: Proceeds from long-term borrowings 81,850 80,718 Principal payments on long-term borrowings (80,357) (79,018) Net proceeds from issuance of common stock - 7,271 -------- -------- Net cash provided by financing activities 1,493 8,971 -------- -------- Net increase (decrease) in cash 280 (836) Cash and cash equivalents at beginning of period 80 916 -------- -------- Cash and cash equivalents at end of period $ 360 $ 80 ======== ======== Supplemental disclosures of cash flow information - Cash paid during the period for interest $ 1,021 $ 794 See accompanying notes. 5 6 KRAUSE'S FURNITURE, INC. ---------------------------------------------------------------- NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. Basis of Presentation. The accompanying consolidated financial statements of Krause's Furniture, Inc. (the "Company") and its wholly owned subsidiaries, including the Company's principal subsidiary, Krause's Custom Crafted Furniture Corp. ("Krause's") have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission and reflect all normal recurring adjustments which are, in the opinion of management, necessary for a fair presentation for the periods reported. Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules or regulations, although management believes that the disclosures made are adequate to make the information presented not misleading. These financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended January 31, 1999. The results of operations for the twenty-six weeks ended August 1, 1999 are not necessarily indicative of results to be expected in future periods. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported periods. Actual results could differ from those estimates. 2. Inventories Inventories are carried at the lower of cost or market using the first-in, first-out method and are comprised of the following: August 1, January 31, 1999 1999 --------- ----------- (in thousands) Finished goods $16,680 $15,992 Work in progress 23 47 Raw materials 4,542 4,374 -------- ------- $21,245 $20,413 ======== ======= 6 7 3. Notes Payable Notes payable consists of the following: August 1, January 31, 1999 1999 --------- ---------- (in thousands) Secured revolving credit notes $ 8,651 $ 6,992 Subordinated notes payable to shareholders 12,001 12,001 Unamortized debt discount, net of accumulated amortization of $1,686 ($1,320 at January 31, 1999) (1,339) (1,705) Other notes 1,078 1,244 -------- -------- 20,391 18,532 Less current portion 2,392 542 -------- -------- $ 17,999 $ 17,990 ======== ======== The secured revolving credit notes were issued under a revolving credit agreement, which was most recently amended March 15, 1999, (the "Revolving Credit Facility") between Krause's and a financial institution that expires in March 2002. The Revolving Credit Facility provides for revolving loans of up to $15 million based on the value of inventories. Available borrowing capacity under the Revolving Credit Facility, at August 1, 1999, was approximately $3,170,000. Substantially all of Krause's assets are pledged as collateral for the loans which are guaranteed by the Company. Interest on the loan is payable monthly at a margin ranging from .5% to 1.0% in excess of the prime rate (8.0% at August 1, 1999) which margin varies depending on the Company's performance. In connection with a financing concluded in August 1997 with certain shareholders, the Company issued warrants to such shareholders to purchase an aggregate amount of up to 1,000,000 shares of the Company's common stock at a price of $0.01 per share which warrants may be completely or partially cancelled depending on the economic performance of the Company in fiscal 1999. The Company periodically assesses the likelihood of vesting of the warrants, and, when and if probable, will discount the related debt to assign value to the warrants. Pursuant to the terms of the agreements related to the subordinated notes and the Revolving Credit Facility, the Company and Krause's are required to maintain certain financial ratios and minimum levels of tangible net worth and working capital as well as to achieve certain levels of earnings before interest, taxes, depreciation and amortization. In addition, the Company and Krause's are restricted from entering into certain transactions or making certain payments and dividend distributions without the prior consent of the lenders. As of August 1, 1999, the Company and Krause's were not in compliance with certain of the covenants contained in the agreements but, subsequent to August 1, 1999, have obtained a waiver and amendments with respect to such covenants. 4. Net Loss Per Share Net loss per share amounts were computed based on the weighted average number of common shares outstanding during the periods reported. Common equivalent shares are not included in the computation since such share equivalents are antidilutive. There were no differences between basic and diluted loss per share. 5. New Accounting Pronouncements 7 8 In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities ("SFAS 133"). Since the Company does not hold any derivative instruments, SFAS 133 will not have any impact on the Company's results of operations or financial position. 8 9 PART I, ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This Form 10-Q and particularly the Management's Discussion and Analysis of Financial Condition and Results of Operations contained in this report contain forward-looking statements within the meaning of the Private Securities Reform Act of 1995. These statements can be identified by the use of forward-looking terminology such as "may," "will," "expect," "anticipate," "continue," "estimate," or the negative of these terms or other comparable terminology. Various factors noted in this Form 10-Q and in filings recently made by the Company with the Securities and Exchange Commission, including the Company's Form 10-K and a Registration Statement on Form S-1, which became effective on March 30, 1998, constitute cautionary statements that identify risks and uncertainties that could cause actual results to differ materially from those contained in the forward-looking statements. The following discussion should be read in conjunction with the consolidated financial statements and notes thereto included elsewhere herein. The Company's management, which underwent a substantial restructuring late in 1996, has developed a strategic plan for the business which provides, among other things, for remodeling showrooms to provide a more appealing setting for customers, adding new showrooms, increasing product prices to competitive levels, reducing promotional discounting, reconfiguring selling commissions, remerchandising, refocusing advertising, improving the manufacturing processes and reducing expenses through budgetary controls. These plans have been implemented since the latter part of 1996, are believed to have contributed significantly to reducing losses and are expected to ultimately return the Company to profitability; however, there can be no assurance that the Company will achieve profitability. Management believes that the Company has sufficient sources of financing to continue operations throughout fiscal 1999. However, the Company's long-term success is dependent upon management's ability to successfully execute its strategic plan and, ultimately, to achieve sustained profitable operations. LIQUIDITY AND CAPITAL RESOURCES The Company's principal cash needs are for funding capital expenditures to open new showrooms and remodel existing showrooms; manufacturing samples of upholstered furniture for display in its new and existing showrooms as well as to purchase merchandise from other manufacturers that complement the upholstered furniture manufactured and displayed by the Company; and for funding capital expenditures related to the improvement and maintenance of its management information systems. The cash required for funding production and fulfillment of customer orders is typically provided by the Company's customers from a deposit made at the time an order is placed. Beginning in fiscal 2000, the Company will also require capital to make the scheduled principal payments on its subordinated notes. In recent periods, the Company has incurred additional debt and raised equity capital to cover operating deficits and to finance the remodeling and expansion of its showrooms. In fiscal 1999, management plans to remodel and upgrade existing showrooms, as well as add 20 to 25 additional showrooms, at an aggregate cost of approximately $4.9 million. Management expects to fund such capital expenditures by internally generated cash and by borrowings under the Company's Revolving 9 10 Credit Facility. The Company is not contractually committed to make the remainder of these capital expenditures and could slow its expansion and remodeling program if the Company experiences any liquidity shortages. During and previous to the quarter ended August 1, 1999, the Company committed itself to a consulting agreement and capital lease that will enable it to upgrade its management information systems infrastructure. Fiscal 1999 capital expenditures related to this project presently are estimated at $1.2 million and are not related to any Year 2000 issues. As of August 1, 1999, the Company had cash and cash equivalents of $360,000 and unused borrowing capacity under its revolving credit agreement of approximately $3,170,000. Cash flow activity for the twenty-six weeks ended August 1, 1999 and August 2, 1998 is presented in the Consolidated Statement of Cash Flows. Cash Flow - Twenty-six weeks ended August 1, 1999 During the twenty-six weeks ended August 1, 1999, cash and cash equivalents increased by $280,000. Operating activities provided net cash of $575,000, principally from an increase in accounts payable and other liabilities of $2,148,000 and a decrease in accounts receivable of $191,000, which were partially offset by a cash loss from operations of $172,000, increases in inventories and prepaid expenses of $832,000 and $386,000, respectively, and a decrease in customer deposits of $374,000. Investing activities during the period included capital expenditures of $1,788,000, of which $1,171,000 was used to open six new showrooms. Financing activities during the period consisted primarily of net borrowings of $1,659,000 on the Company's Revolving Credit Facility offset by $166,000 of principal payments on other indebtedness. Management plans to continue its program of remodeling and upgrading showrooms as well as adding new showrooms. The Company expects to fund the related expenditures from internally generated cash and from borrowings under the Company's Revolving Credit Facility. The Company expects to incur costs of approximately $4.9 million related to this program in fiscal 1999. Cash Flow - Twenty-six weeks ended August 2, 1998 During the twenty-six weeks ended August 2, 1998, cash and cash equivalents decreased by $836,000. Operating activities used net cash of $5,532,000, principally from a cash loss from operations of $1,684,000, increases in inventories and prepaid expenses of $2,947,000 and $400,000, respectively, and decreases in customer deposits and accounts payable and other liabilities of $327,000 and $373,000, respectively, all of which were partially offset by a decrease in accounts receivable of $199,000. The increase in inventory is principally due to the Company's decision to expand its accessories business and higher levels of finished goods required in part by the addition of four stores. Investing activities during the period included capital expenditures of $4,275,000, nearly all of which was used to remodel certain retail showrooms and open four new showrooms. Financing activities during the period consisted of the sale of 2,963,889 shares of common stock, the proceeds from which totaled $8,892,000 less expenses of $1,621,000 and net borrowings of $1,700,000 on the Company's revolving credit facility. Management plans to continue its program of remodeling and upgrading showrooms as well as to add new showrooms in existing markets; the Company expects to fund the related expenditures from internally generated cash and from borrowings under the Company's revolving credit facility. RESULTS OF OPERATIONS The following table sets forth the percentage relationship of net sales to certain items 10 11 included in the Consolidated Statement of Operations: Thirteen Weeks Ended Twenty-Six Weeks Ended ------------------------- ---------------------- August 1, August 2, August 1, August 2, 1999 1998 1999 1998 ------------ --------- --------- ---------- Net sales 100.0% 100.0% 100.0% 100.0% Cost of sales 46.4 46.7 45.9 48.0 ------- --------- --------- -------- Gross profit 53.6 53.3 54.1 52.0 Operating expenses: Selling 49.1 48.6 47.3 47.3 General and administrative 7.7 7.5 7.2 7.6 Amortization of goodwill 0.7 0.8 0.7 0.8 ------- --------- --------- -------- 57.5 56.9 55.2 55.7 ------- --------- --------- -------- Loss from operations (3.9) (3.6) (1.1) (3.7) Interest expense (2.0) (2.0) (1.9) (2.0) Other expense (0.4) (0.4) (0.3) (0.4) ------- --------- --------- ---------- Net loss (6.3%) (6.0%) (3.3%) (6.1%) ======= ========= ========= ========== Thirteen Weeks Ended Twenty-Six Weeks Ended ------------------------- ---------------------- August 1, August 2, August 1, August 2, Store Data 1999 1998 1999 1998 ------------ --------- --------- ---------- Stores open at beginning of period 89 83 88 81 Stores opened during period 2 1 6 4 Stores closed during period (3) - (6) (1) ----- ---- ----- ---- Stores open at end of period 88 84 88 84 ===== ==== ===== ==== Average sales per showroom(1) (in 000's) $407 $370 $817 $748 Comparable store sales increase(2) 9.0% 8.0% 9.2% 9.6% (1) Based upon the weighted average number of stores open during the period indicated. (2) Comparable store sales are calculated by excluding the net sales of any store for any month of the period if the store was not open during the same month of the prior period. Also, a store opened at any time during the month is deemed to have been open for the entire month. 11 12 Thirteen weeks ended August 1, 1999 Compared to Thirteen weeks ended August 2, 1998 - ------------------------------------------------------------------------------- Net Sales. Net sales for the second quarter of fiscal 1999 were $36,070,000, an increase of $4,983,000 or 16% over the comparable period of fiscal 1998. The increase in sales was due principally to management's continuing strategy of opening new showrooms in existing markets, developing new products, increasing the promotion and sale of accessories, and revamping the marketing and sales promotion program, and to improved economic factors in regions where the Company operates. The overall $4,983,000 increase in net sales is attributable to a $2,690,000 or 9.0%, increase in same-store sales and a $3,207,000 increase from new stores; such increases were offset in part by a decrease of $914,000 primarily from closed stores. Gross Profit. Gross profit was 53.6% of net sales in the second quarter of fiscal 1999, as compared to 53.3% of net sales in the second quarter of fiscal 1998. Gross profit, as a percentage of net sales, improved in the second quarter of fiscal 1999, but was negatively affected by a transition to new merchandise lines; the resulting liquidation of discontinued stock reduced gross profit. Selling Expenses. Selling expenses were $17,723,000 or 49.1% of sales in the second quarter of fiscal 1999 as compared to $15,101,000 or 48.6% of sales in the same period last year. The increase of $2,622,000 in selling expenses was primarily due to a combination of higher sales volume and the opening of ten new showrooms between August 3, 1998 and August 1, 1999; six showrooms were closed during the period. General and Administrative Expenses. General and administrative expenses were $2,774,000 for the quarter ended August 1, 1999 as compared to $2,343,000 for the same period last year, representing an increase of $431,000. This increase was primarily a result of higher payroll costs. Interest Expense. Interest expense, including amortization of deferred financing costs, for the quarter ended August 1, 1999 increased by $108,000 over the same quarter in the prior fiscal year due primarily to higher average debt outstanding. Income Taxes. The Company paid no income taxes and no income tax benefit was recorded for either the second quarter of fiscal 1999 or fiscal 1998 due to uncertainties regarding the realization of deferred tax assets available. Net Loss. As a result of the above factors, the net loss was $2,283,000 for the quarter ended August 1, 1999 as compared to a loss of $1,862,000 in the same period of the prior fiscal year. Net loss per share in the 1999 period was $.10 based on 21,984,000 weighted average shares outstanding. In the comparable 1998 period the net loss per share was $0.08 based on 21,984,000 weighted average shares outstanding Twenty-Six Weeks Ended August 1, 1999 Compared to Twenty-Six Weeks Ended August 2, 1998 Net Sales. Net sales for the twenty-six weeks ended August 1, 1999 were $73,030,000, an increase of $10,693,000 or 17.2% over the comparable period of fiscal 1998. The increase in sales is due principally to management's strategy of opening new showrooms in existing markets, developing new products, increasing the promotion and sale of accessories, and revamping the marketing and sales promotion program, and to improved economic factors in regions where the Company operates. The overall increase in net sales of $10,693,000 is attributable to a $5,576,000, or 9.2%, increase in same-store sales and a $6,009,000 increase from new stores; such increases were 12 13 offset in part by a decrease of $892,000 primarily from closed stores. Gross Profit. Gross profit was 54.1% of net sales for the twenty-six weeks ended August 1, 1999 as compared to 52.0% of net sales in the comparable period of fiscal 1998. The increase in gross profit was primarily the result of several factors including improved efficiency in factory operations, reduced discounting, negotiated reductions in raw material prices and new product acceptance by customers offset in part by liquidation of discontinued stock in the second quarter of fiscal 1999. Selling Expenses. Selling expenses were $34,568,000 or 47.3% of sales for the twenty-six weeks ended August 1, 1999 as compared to $29,506,000 or 47.3% of sales in the same period of fiscal 1998. The increase of $5,062,000 in selling expenses was primarily due to a combination of higher sales volume and the opening of four net new showrooms between August 3, 1998 and August 1, 1999. General and Administrative Expenses. General and administrative expenses for the twenty-six weeks ended August 1, 1999 increased by $527,000 as compared with the same period in the prior fiscal year primarily as a result of higher payroll costs offset in part by lower professional fees. Interest Expense. Interest expense, including amortization of deferred financing costs, for the twenty-six weeks ended August 1, 1999 increased by $175,000 over the same period in the prior fiscal year due primarily to higher average debt outstanding. Income Taxes. Due to uncertainties regarding the realization of deferred tax assets, no tax benefits were recorded for either fiscal 1999 or fiscal 1998. Net Loss. As a result of the above factors, the net loss was $2,452,000 for the twenty-six weeks ended August 1, 1999 as compared to a loss of $3,809,000 in the same period of the prior fiscal year. Net loss per share in the 1999 period was $.11 based on 21,984,000 weighted average shares outstanding. In the comparable 1998 period the net loss per share was $0.18 based on 20,996,000 weighted average shares outstanding. Year 2000 Readiness Disclosure: In the past, computer engineers designed most computer programs and embedded computer chips to use only two digits to specify a particular year. For example, the digits "99" were used to specify the Year "1999." However, computers that use only two digits cannot properly recognize the Year 2000 or any following years. For example, after the Year 2000, the digits "01" could mean either the Year "2001" or the Year "1901." This problem can cause computers and other electronic devices to give erroneous results or to shut down. Therefore, as dates employing the Year 2000 and following years come into use, computer programs will need to use four digits to distinguish between the different years of the 20th and the 21st century. Because of this Year 2000 problem, the Company and many other enterprises are vulnerable to unforeseen or unanticipated problems with their computer systems and equipment containing embedded computer chips, as well as from problems in the computer systems of other parties on which their businesses rely. The Company has a Year 2000 program in place to minimize any possible effect on its business resulting from the Year 2000 problem. The Company has evaluated its information technology ("IT") systems and believes it has identified those that were not Year 2000 compliant. The Company upgraded its payroll system to be Year 2000 compliant in the third quarter of fiscal 13 14 1998 and its other mission critical business systems (manufacturing, procurement, order processing and financials) in the fourth quarter of fiscal 1998. The Company has completed testing, implementation, and has conducted an end-to-end Year 2000-simulation test to validate compliance for its key business processes. The Company has also assessed its desktops, communications systems and other IT-related equipment. All necessary upgrades were completed in first quarter 1999. The Company has brought its IT systems into compliance without incurring material costs. It has completed the remediation of business systems by redirecting its existing internal programming resources, with costs expensed as incurred. The Company total costs for the effort was less than $10,000. With regard to non-IT systems, the Company is completing its facilities equipment compliance, including bankcard terminals. These are being updated and validated for Year 2000 compliance. Disruption of these services would have a negligible impact on Company operations and remediation costs are expected to be less than $5,000. The Company has upgraded or validated 85% of its equipment and plans to achieve readiness in this area within third quarter of fiscal 1999. Depending on whether suppliers and other entities with which the Company does business are able to successfully address the Year 2000 issue, the Company's results of operations could be materially adversely affected in any given future reporting period during which such a Year 2000 event occurred. As a result, the company is communicating with such entities to determine their state of readiness. The Company is also developing contingency plans to allow primary operations of the Company to continue if the Company's significant systems or such entities are disrupted by the Year 2000 problem. The company expects that its contingency plans will be developed by the end of the third quarter of fiscal 1999, and that it will be prepared in the event of systems failures to continue to do business, although such operations may be at a higher cost. These estimates and conclusions contain forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially. New developments may occur that could affect the Company's estimates, such as the amount of planning and modification needed to achieve full resolution of the Year 2000 problem; the availability and cost of resources; the Company's ability to discover and correct all Year 2000 sensitive computer code and equipment; and the ability of suppliers, customers and other entities to bring their systems into compliance. PART I, ITEM 3 Market Risk Exposure There were no material changes in items affecting market risk. Refer to the Company's Annual Report on Form 10-K for the year ended January 31, 1999 for more detail. 14 15 PART II - OTHER INFORMATION Item 1. Legal Proceedings Reference is made to Item 3 in the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 1999. There has been no material change. Item 2. Changes in Securities and Use of Proceeds None Item 3. Defaults Upon Senior Securities None Item 4. Submission of Matters to a Vote of Security-Holders None Item 5. Other Information None Item 6. Exhibits and Reports on Form 8-K filed during the quarter ended August 1, 1999 (a) Exhibits Exhibit No. Description ---------------------------------------------------------------------- 27.1 Financial Data Schedule (EDGAR version only) (b) Reports on Form 8-K The Registrant did not file any reports on Form 8-K during the quarter covered by this report. 15 16 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. KRAUSE'S FURNITURE, INC. (Registrant) Date: September 15, 1999 /s/ Philip M. Hawley --------------------------------------- Philip M. Hawley Chairman of the Board and Chief Executive Officer (Principal Executive Officer) Date: September 15, 1999 /s/ Robert A. Burton --------------------------------------- Robert A. Burton Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) 16 17 EXHIBIT INDEX Exhibit No. Description ---------------------------------------------------------------------- 27.1 Financial Data Schedule (EDGAR version only) 17