1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2000 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 No. 0-20802 CELEBRITY, INC. (Exact name of registrant as specified in its charter) Texas 75-1289223 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Physical Delivery Address: 4520 Old Troup Road Tyler, Texas 75707 Mailing Address: P.O. Box 6666 Tyler, Texas 75711 (903) 561-3981 (Address, including zip code, of principal executive offices and registrant's telephone number, including area code) 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. YES X NO --- --- The registrant had 1,544,166 shares of Common Stock, par value $.01 per share, outstanding as of May 5, 2000. 2 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Page ---- Condensed Consolidated Balance Sheets at March 31, 2000 and June 30, 1999 (Unaudited)....................................... 2 Condensed Consolidated Statements of Operations for the three months ended March 31, 2000 and 1999 (Unaudited)............... 3 Condensed Consolidated Statements of Operations for the nine months ended March 31, 2000 and 1999 (Unaudited)............... 4 Condensed Consolidated Statements of Cash Flows for the nine months ended March 31, 2000 and 1999 (Unaudited)............... 5 Notes to Condensed Consolidated Financial Statements (Unaudited)............................ 6 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS........................................ 7 PART II - OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.................. 12 SIGNATURES........................................ 13 3 PART I - FINANCIAL INFORMATION CELEBRITY, INC. Condensed Consolidated Balance Sheets (Dollars in thousands) (Unaudited) ASSETS MARCH 31, JUNE 30, 2000 1999 -------- -------- Current assets: Cash and cash equivalents $ -- $ 558 Accounts receivable, net of allowance of 1,078 and 1,693, respectively 12,585 13,157 Inventories, net 20,958 18,847 Other current assets 2,930 2,752 -------- -------- Total current assets 36,473 35,314 Property, plant and equipment, net 8,900 9,479 Other assets 1,244 1,478 -------- -------- Total assets $ 46,617 $ 46,271 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 6,153 $ 6,800 Accrued expenses 2,229 2,270 Current portion of long-term obligations 1,614 1,200 -------- -------- Total current liabilities 9,996 10,270 Long-term obligations, net of current portion 27,925 27,083 -------- -------- Total liabilities 37,921 37,353 -------- -------- Commitments and contingencies Shareholders' equity: Common stock 15 15 Paid-in capital 21,577 21,577 Accumulated deficit (12,783) (12,640) Accumulated other comprehensive loss (113) (34) -------- -------- Total shareholders' equity 8,696 8,918 -------- -------- Total liabilities and shareholders' equity $ 46,617 $ 46,271 ======== ======== See accompanying notes to Condensed Consolidated Financial Statements. -2- 4 CELEBRITY, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED) Three Months Ended March 31, --------------------- 2000 1999 -------- ------ Net sales $23,532 $25,760 ------- ------- Costs and operating expenses: Cost of goods sold 17,147 18,703 Selling expenses 1,023 1,138 General and administrative expenses 4,558 4,583 Depreciation and amortization 357 422 ------- ------- Total expenses 23,085 24,846 ------- ------- Operating income 447 914 Interest expense, net (884) (900) Other, net (123) (39) ------- ------- Loss before income taxes (560) (25) Provision for income taxes 27 54 ------- ------- Net loss $ (587) $ (79) ------- ------- Other comprehensive loss, net of tax: Foreign currency translation adjustments (37) (4) ------- ------- Other comprehensive loss, net of tax (624) (83) ======= ======= Basic and diluted loss per share $ (0.38) $ (0.05) ======= ======= Basic and diluted weighted average common shares outstanding 1,544 1,544 ======= ======= See accompanying notes to Condensed Consolidated Financial Statements. -3- 5 CELEBRITY, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED) Nine Months Ended March 31, --------------------- 2000 1999 -------- ------ Net sales $ 71,809 $ 78,872 -------- -------- Costs and operating expenses: Cost of goods sold 52,573 57,966 Selling expenses 2,927 3,684 General and administrative expenses 12,700 13,003 Depreciation and amortization 1,082 1,208 -------- -------- Total expenses 69,282 75,861 -------- -------- Operating income 2,527 3,011 Interest expense, net (2,657) (2,814) Other, net 341 15 -------- -------- Income before income taxes 211 212 Provision for income taxes 354 301 -------- -------- Net loss $ (143) $ (89) -------- -------- Other comprehensive loss, net of tax: Foreign currency translation adjustments (79) (5) -------- -------- Other comprehensive loss, net of tax (222) (94) ======== ======== Basic and diluted loss per share $ (0.09) $ (0.06) ======== ======== Basic and diluted weighted average common shares outstanding 1,544 1,564 ======== ======== See accompanying notes to Condensed Consolidated Financial Statements. -4- 6 CELEBRITY, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (DOLLARS IN THOUSANDS) (UNAUDITED) NINE MONTHS ENDED MARCH 31, --------------------- 2000 1999 ------- ------- Operating activities: Net loss $ (143) $ (89) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: (Gain) Loss on disposition of assets (33) 46 Depreciation and amortization 1,082 1,208 Changes in operating assets and liabilities: Accounts receivable 572 (1,179) Inventories (2,111) 3,437 Other assets, net (70) 180 Accounts payable and accrued expenses (688) (955) ------- ------- Net cash provided by (used in) operating activities (1,391) 2,648 ------- ------- Investing activities: Additions to property and equipment (399) (755) Proceeds from sale of equipment 55 66 ------- ------- Net cash used in investing activities (344) (689) ------- ------- Financing activities: Net proceeds from credit facility 1,884 143 Proceeds from long-term obligations 897 500 Payments on long-term obligations (1,531) (2,736) Other 6 12 ------- ------- Net cash provided by (used in) financing activities 1,256 (2,081) ------- ------- Effect of exchange rate changes on cash (79) (5) ------- ------- Decrease in cash (558) (127) Cash and cash equivalents at beginning of period 558 127 ------- ------- Cash and cash equivalents at end of period $ -- $ -- ======= ======= See accompanying notes to Condensed Consolidated Financial Statements. -5- 7 CELEBRITY, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. THE BUSINESS AND BASIS OF PRESENTATION Description of Business Celebrity, Inc. ("Celebrity" or the "Company") is a supplier of high quality artificial flowers, ficus trees and plants, and other decorative accessories to mass-market retailers, craft store chains, wholesale florists and other retailers throughout North America and Europe. Celebrity imports and/or produces over 14,000 home accent, decorative accessory and giftware items, including artificial floral arrangements, floor planters and trees, and a broad line of seasonal items such as Christmas trees, wreaths, garlands and other ornamental products. Basis of Presentation The Condensed Consolidated Financial Statements include the accounts of Celebrity and its wholly-owned subsidiaries, Celebrity Exports International Limited ("Celebrity Hong Kong"), The Cluett Corporation ("Cluett"), and Star Wholesale Florist, Inc. ("Star Wholesale"). All intercompany accounts and transactions have been eliminated. The accompanying Condensed Consolidated Financial Statements are unaudited and, in the opinion of management, reflect all adjustments that are necessary for a fair presentation of the financial position and results of operations for the periods presented. All of such adjustments are of a normal and recurring nature. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the entire year. The Condensed Consolidated Financial Statements should be read in conjunction with the financial statement disclosures contained in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1999. 2. INVENTORY Inventories are valued at the lower of average cost or market. The Company establishes valuation reserves for slow moving, discontinued or obsolete products. The amounts of the valuation reserves are determined by estimating the amount of markdown required to value those products at fair market value. The composition of inventories is as follows (in thousands): MARCH 31, JUNE 30, 2000 1999 --------- -------- Raw materials $ 10,204 $ 6,663 Finished goods 11,318 13,026 Less: Inventory reserves (564) (842) -------- -------- $ 20,958 $ 18,847 ======== ======== 3. EARNINGS (LOSS) PER SHARE The Company calculates earnings (loss) per share pursuant to Statement of Financial Accounting Standards No. 128, Earnings per Share. Basic earnings (loss) per share are computed by dividing net income (loss) by the weighted average number of common shares outstanding. Diluted earnings (loss) per share are computed by dividing net income (loss) by the weighted average number of common shares and dilutive potential common shares outstanding. Outstanding options and warrants were excluded from the diluted loss per share calculations for the quarter and nine-month periods ended March 31, 2000 and March 31, 1999 because their inclusion would be antidilutive due to the net losses incurred for the periods. -6- 8 4. CREDIT FACILITY On October 28, 1999, the Company and its lender amended the Company's credit facility to provide a $1.5 million seasonal bridge advance. The initial term of the bridge advance was 90 days, but the term was subsequently extended through June 15, 2000, with monthly reductions of $300,000 beginning February 15, 2000. The advance bears interest at 12.5% per annum. The purpose of the advance was to fund seasonal inventory increases. The advance was guaranteed by RHP Management LLC (an entity controlled by Robert H. Patterson, Jr., the Company's Chairman of the Board, President and Chief Executive Officer). RHP Management LLC also provided a letter of credit to the lender in the amount of $375,000 as additional security. 5. SUBSEQUENT EVENT On May 1, 2000, substantially all the assets of Star Wholesale were sold to Michaels Stores, Inc. for approximately $2.2 million (after post-closing adjustment) and the assumption of specified liabilities. The assets sold consisted primarily of inventory and other assets used in connection with the operation of a wholesale florist supply business in Dallas, Texas. Star Wholesale's fiscal 1999 revenues were approximately $5.1 million. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS CAUTIONARY STATEMENT REGARDING RISKS AND UNCERTAINTIES THAT MAY AFFECT FUTURE RESULTS This Quarterly Report on Form 10-Q contains forward-looking statements about the business, financial condition and prospects of Celebrity. The actual results of operations of Celebrity could differ materially from those indicated by the forward-looking statements because of various risks and uncertainties, including without limitation (i) changes in customer demand for the Company's products at the retail level, (ii) trends in the retail and wholesale decorative accessories industries, (iii) inventory risks attributable to possible changes in customer demand, compounded by extended lead times in ordering the Company's products from overseas suppliers and the Company's strategy of maintaining a high merchandise in stock percentage, (iv) the effects of economic conditions, including the economic instability in the Far East, (v) supply and/or shipment constraints or difficulties, (vi) the impact of competitors' pricing, (vii) the effects of the Company's accounting policies, (viii) changes in foreign trade regulations, including changes in duty rates, possible trade sanctions, import quotas and other restrictions imposed by U.S. and foreign governments, (ix) the effects of the assumption of control over Hong Kong by the People's Republic of China (the "PRC") on July 1, 1997, (x) risks associated with a heavy reliance on products coming from manufacturers in the PRC, (xi) currency risks, including changes in the relationship between the U.S. dollar and the Hong Kong dollar, and (xii) other risks detailed in the Company's other Securities and Exchange Commission filings. These risks and uncertainties are beyond the ability of the Company to control, and in many cases, the Company cannot predict the risks and uncertainties that could cause its actual results to differ materially from those indicated by the forward-looking statements. When used herein, the words "believes," "expects," "plans," "intends" and similar expressions as they relate to the Company or its management generally are intended to identify forward-looking statements. -7- 9 RESULTS OF OPERATIONS The following table sets forth certain items in the condensed consolidated statements of operations of Celebrity expressed as percentages of net sales for the periods indicated: Three Months Nine Months Ended Ended March 31, March 31, ----------------- ------------------ 2000 1999 2000 1999 ---- ---- ---- ---- Net sales 100% 100% 100% 100% ---- ---- ---- ---- Costs and operating expenses: Cost of goods sold 73% 73% 73% 73% Selling expenses 4% 4% 4% 5% General and administrative expenses 19% 18% 18% 16% Depreciation and amortization 2% 1% 1% 2% ---- ---- ---- ---- Total expenses 98% 96% 96% 96% ---- ---- ---- ---- Operating income 2% 4% 4% 4% Interest expense, net (4)% (4)% (4)% (4)% Other, net -- -- -- -- ---- ---- ---- ---- Income (loss) before income taxes (2)% -- -- -- Provision for income taxes -- -- -- -- ---- ---- ---- ---- Net loss (2)% -- -- -- ==== ==== ==== ==== THREE MONTHS ENDED MARCH 31, 2000, COMPARED WITH THREE MONTHS ENDED MARCH 31, 1999 Net sales decreased 8.6% from $25.8 million in the third quarter of fiscal 1999 to $23.5 million in the third quarter of fiscal 2000. The primary factor resulting in the sales decrease in the quarter was lower sales of decorative metal products resulting from the Company's June 1998 decision to exit the India Exotics decorative metal products business, and a lower level of shipments from the Company's Hong Kong subsidiary. Cost of goods sold decreased 8.3% from $18.7 million in the third quarter of fiscal 1999 to $17.1 million in the third quarter of fiscal 2000. The decrease was attributable to the lower sales volume. Cost of goods sold as a percentage of net sales was 72.9% in the third quarter of fiscal 2000, compared with 72.6% in the prior year. Selling expenses decreased from $1.1 million in the third quarter of fiscal 1999 to $1.0 million in the third quarter of fiscal 2000. The decrease was attributable to expense reductions. Selling expenses as a percentage of net sales were 4.3% in the third quarter of fiscal 2000, compared with 4.4% in the prior year. General and administrative expenses were $4.6 million for both the third quarter of fiscal 2000 and the third quarter of fiscal 1999. General and administrative expenses as a percentage of net sales were 19.4% in the third quarter of fiscal 2000, compared with 17.8% in the prior year. Depreciation and amortization expenses of $357,000 in the third quarter of fiscal 2000 decreased from $422,000 in the third quarter of fiscal 1999. The decrease was primarily attributable to assets becoming fully depreciated during the intervening periods. -8- 10 Interest expenses of $884,000 in the third quarter of fiscal 2000 decreased from $900,000 in the third quarter of fiscal 1999. Interest expenses as a percentage net sales were 3.8% in the third quarter of fiscal 2000, compared with 3.5% in the prior year. Other expenses of $123,000 in the third quarter of fiscal 2000 increased from $39,000 in the third quarter of fiscal 1999. Other expenses in the third quarter of fiscal 2000 included a $200,000 expense related to the settlement of a lawsuit. Other expenses as a percentage of net sales were 0.5% in the third quarter of fiscal 2000, compared with 0.2% in the prior year. Provision for income taxes of $27,000 in the third quarter of fiscal 2000 decreased from $54,000 in the third quarter of fiscal 1999. The tax provision recognized in both periods was principally related to foreign operations and the decrease in the provision was related to decreased income from foreign operations. NINE MONTHS ENDED MARCH 31, 2000, COMPARED WITH NINE MONTHS ENDED MARCH 31, 1999 Net sales decreased 9.0% from $78.9 million in fiscal 1999 to $71.8 million in fiscal 2000. The sales decrease was attributable to (i) lower sales of decorative metal products resulting from the Company's June 1998 decision to exit the India Exotics decorative metal products business, (ii) lower shipments from the Company's Hong Kong subsidiary, and (iii) lower sales in the Company's domestic floral businesses, due in part to customer bankruptcies. Cost of goods sold decreased from $58.0 million in fiscal 1999 to $52.6 million in fiscal 2000. The decrease was primarily attributable to the lower sales volume in fiscal 2000. Cost of goods sold as a percentage of net sales decreased from 73.5% in fiscal 1999 to 73.2% in fiscal 2000. The lower cost of goods sold percentage in fiscal 2000 was attributable to a mix of higher margin products sold. Selling expenses decreased from $3.7 million in fiscal 1999 to $2.9 million in fiscal 2000. The decrease was attributable to restructuring of the sales and marketing departments and expense reductions implemented in the third and fourth quarters of fiscal 1999. Selling expenses as a percentage of net sales were 4.7% in fiscal 1999, compared with 4.1% in fiscal 2000. General and administrative expenses decreased from $13.0 million in fiscal 1999 to $12.7 million in fiscal 2000. General and administrative expenses as a percentage of net sales were 17.7% in fiscal 2000, compared with 16.5% in the prior year. Depreciation and amortization expenses of $1.1 million in fiscal 2000 decreased from $1.2 million in the prior year. The decrease was primarily attributable to assets becoming fully depreciated during the intervening periods. Interest expenses of $2.7 million in fiscal 2000 decreased from $2.8 million in the prior year. Interest expenses as a percentage net sales were 3.7% in fiscal 2000, compared with 3.6% in the prior year. Other income of $341,000 in fiscal 2000 increased from $15,000 in the prior year. Other income in fiscal 2000 included $331,000 from the settlement of an insurance claim, and a $200,000 expense related to the settlement of a lawsuit. Other income as a percentage of net sales was 0.5% in fiscal 2000, compared with 0.0% in the prior year. Provision for income taxes of $354,000 in fiscal 2000 increased from $301,000 in the prior year. The tax provision recognized in both periods was principally related to foreign operations and the increase in the provision was related to increased income from foreign operations. LIQUIDITY AND CAPITAL RESOURCES Celebrity's sales and marketing strategy has required significant investment in inventory and receivables. The Company follows the industry practice of offering extended terms to qualified customers for sales of Christmas merchandise. These sales generally take place between the months of June and October on terms not requiring payment until December 1. The Company has traditionally relied on borrowings under its revolving credit facility and cash flows from operations to fund these and other working capital needs. -9- 11 The Company maintains a revolving credit facility for its Celebrity, Cluett, Color Concepts, Star Wholesale and Importers Outlet operations. Borrowing limits under the revolving credit facility are based on specified percentages of eligible accounts receivable and inventories. As a result of such limits, the maximum amount the Company was eligible to borrow at March 31, 2000, was $22.1 million, and the amount outstanding under the revolving credit facility was $21.6 million. In addition to the revolving credit facility, the lender made a term loan to the Company in the original principal amount of $3.5 million. The term loan was payable in monthly installments of principal of $200,000 that began May 1, 1998. Interest on the outstanding balance under the revolving credit facility was at a reference bank's prime rate of interest plus .25% per annum, and interest on the outstanding balance of the term loan was at a rate of 12.5% per annum. In July 1999, the Company entered into an amended and restated agreement with the lender whereby the following changes, among others, were made: (i) the term of the revolving credit facility was extended from January 2001 to July 2002, (ii) the interest rate charged by the lender was reduced to prime plus applicable percentages, ranging from 0% to 0.5%, based on specified EBITDA requirements, (iii) the financial ratio covenants were reset and (iv) monthly fees were reduced from $15,000 to $2,000. In addition, the remaining outstanding balance on the term loan was paid in full. Amounts borrowed under the revolving credit facility are secured by accounts receivable, inventory, equipment, and general intangibles (including intellectual property) of Celebrity and its subsidiary borrowers. Substantially all stock of the Company's subsidiaries has been pledged to the lender. The revolving credit facility contains covenants limiting the incurrence of indebtedness, prohibiting the payment of dividends and requiring the Company to maintain certain financial ratios. The Company was in compliance with all covenants of the revolving credit facility at March 31, 2000. On October 28, 1999, the Company and its lender amended the Company's credit facility to provide a $1.5 million seasonal bridge advance. The initial term of the bridge advance was 90 days, but the term was subsequently extended through June 15, 2000, with monthly reductions of $300,000 beginning February 15, 2000. The advance bears interest at 12.5% per annum. The purpose of the advance was to fund seasonal inventory increases. The advance was guaranteed by RHP Management LLC ("RHP"), an entity controlled by Robert H. Patterson, Jr., the Company's Chairman of the Board, President and Chief Executive Officer ("RP"). RHP also provided a letter of credit to the lenders in the amount of $375,000 as additional security. The January 2000 amendment to the credit facility also contained provisions permitting the Company to borrow and repay, from time to time, up to $1.0 million from RHP. Celebrity Hong Kong generally makes full cash payments for products ordered for Celebrity's account or for direct shipment to customers after the manufacturers deliver products in Hong Kong for export. Celebrity Hong Kong finances cash payments to its vendors through export credit facilities established with three Hong Kong banks, each of which is guaranteed by the Company. Generally, under the terms of these facilities each bank finances, with recourse, export bills for specific shipments by Celebrity Hong Kong to its customers. Each bank is reimbursed when payment is received for shipments it has financed. At March 31, 2000, an aggregate of $1.8 million of export bills was financed by the three banks. All of these export bills were related to direct shipments to customers and Celebrity Hong Kong's related potential recourse liability was accounted for as a contingent obligation. Covenants under the Company's revolving credit facility restrict the aggregate amount of export bills that may be financed under the export credit facilities to $7.0 million. Celebrity Hong Kong has borrowed working capital from RP for short-term working capital needs from time to time. At March 31, 2000, $500,000 of such borrowings were outstanding, bearing an interest rate of 10% per annum. In June 1997, the Company entered into a revolving credit facility with an additional lender, which was scheduled to mature in June 2004. Amounts borrowed under the facility were secured by certain real estate owned by the Company, with interest accruing at the rate of LIBOR plus 2.65% per annum. In April 1999 the Company executed the necessary documents to sell the real estate that secured the revolving credit facility to Crest Properties, Ltd., a Texas limited partnership ("Crest") (an entity controlled by RP), for $7,500,000. As part of the same transaction, the properties were leased back to the Company. The same lender provided similar financing for Crest, requiring the guarantee of the Company and RP. Due to the continuing involvement of the Company in the financing and the related party control of Crest, the sale-leaseback was accounted for as a financing lease, by recording the sales proceeds as a liability and recording future rental payments, exclusive of an interest portion, as a reduction of the liability in accordance with Statement of Financial Accounting Standard No. 98, Accounting for Leases. In September 1997, the Company borrowed $500,000 from RHP. The principal amount outstanding accrued interest at a fluctuating rate per annum equal to RHP's cost of borrowing, which was the prime rate of a reference bank plus 1.5% per annum. The proceeds from this loan were used to pay certain intercompany accounts payable to Celebrity Hong Kong. In July 1998, the Company borrowed an additional $500,000 from RHP for seasonal working capital -10- 12 needs, which accrued interest at 10% per annum. In April 1999, a portion of the proceeds from the sale-leaseback transaction was utilized to pay the principal and accrued interest due RHP for these loans. The Company does not plan to make any significant capital expenditures in fiscal 2000 other than those incurred in the normal course of business for facilities and equipment, and those in connection with the Company's continuing program to upgrade its management information systems. The Company's products are primarily sourced in the Far East, with a majority produced in the PRC. The Company's source or cost of supply could be affected by a variety of factors, including general economic conditions in the Far East, changes in currency valuations, export credit availability, freight carrier availability and cost, and U.S. trade policy and law related to imports. If the U.S. government were to terminate normal trading relations status for the PRC or impose punitive tariff rates on products imported by the Company in retaliation for market access barriers in the PRC, the duty on products imported by the Company from the PRC would increase significantly. If the Company were to face an increase in product cost from any of these factors, it would (i) attempt to increase the prices charged to its customers, (ii) ask its suppliers to reduce the prices charged to the Company and (iii) seek to identify more favorable sources; however, unless and until these efforts were successful, the Company's results of operations could be affected adversely. The Company believes that its current financial position, credit facilities and cash flows from operations will be adequate to fund its operations and expansion plans for the foreseeable future. There is no assurance, however, that these sources will be sufficient to fund its operations or that any necessary additional financing will be available, if at all, in amounts required or on terms satisfactory to the Company. -11- 13 PART II - OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) Exhibits: 27 Financial Data Schedule (1). (b) Reports on Form 8-K: None - ------------------- (1) Included with EDGAR version only. -12- 14 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CELEBRITY, INC. Dated: May 11, 2000 By: /s/ Robert H. Patterson, Jr. ------------------------------------------------- Robert H. Patterson, Jr., Chairman of the Board, President and Chief Executive Officer (Authorized Officer) Dated: May 11, 2000 By: /s/ Lynn Skillen ------------------------------------------------- Lynn Skillen, Vice President - Finance (Principal Financial and Accounting Officer) -13- 15 INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION - ------- ----------- 27 Financial Data Schedule