Ladies and Gentlemen, thank you for standing by and welcome to the Crown Craft, Inc. investment conference call. (Operator Instructions) I would now like to turn the conference over to our host, Vice President and Chief Financial Officer, Amy Samson.

Welcome to the Crown Craft investor conference call for the fourth quarter and the year ended March 2008. With me today is Randall Chestnut, President & CEO of Crown Craft.

Good afternoon.

A telephone replay of this call will be available after 4:00 Central Daylight Time today through the end of the day on June 18. A web replay of this call will be available for 60 days. You can access it by visiting our web site at www.CrownCraft.com. Before we begin I would like to remind everyone of the cautionary language regarding forward-looking statements contained in the press release. That same language applies to the comments made in today's conference call. I would also like to remind everyone that we do not undertake to update forward-looking statements to conform to actual results or changes in our expectations whether as a result of new information, future events or otherwise. I will now turn the call over to Randall.

Good afternoon again. Early today the company reported its results for Q4 and the full year FY09 which ended March 30, 2008. I'd like to make a number of comments and touch on a few of the financials. After that Amy will come back and she will give more detailed information on the financial side of the business, and then after that we'll open up any questions that anyone on the line may have. We're extremely pleased with the results. EBITDA as a percent of net sales for the past two years have been the highest that the company has achieved this decade, an impressive 12%. For the current year I'd like to point out that included in that number that would add back and be above the 12% is one, $476,000 associated with the proxy contest that the company had last year; two, $225,000 associated with vinyl bibs where we had problems with that early in mid year; and both years include stock-based compensation costs. But in FY07 the prior year it had $300,000 and in FY08 that number was $588,000 and this is based on the new accounting regulations. 2008 was an interesting year. In November we completed the acquisition of the baby division of Springs Global. This acquisition is now fully integrated into the company and we've ended the shared services agreement which we had entered into for the use of the warehouse in Ontario, California, effective the end of April this was completed. This acquisition has turned out to be a very good acquisition or I would classify it as a great acquisition for the company. During the year we had a couple of setbacks when we elected to voluntarily remove and destroy several hundred thousand bibs from our retailer sales and our warehouse. Even though…

Earlier today we reported net income for fiscal 2008 of $4.4 million or $0.43 per diluted share on net sales of $74.9 million. Sales growth of $9.9 million occurred in the bedding division in fiscal 08 as compared to the prior year. The increase was attributable to the sales in the toddler market that was substantially expanded by the acquisition of the baby product line from Springs Global. In the infant business $8.2 million of new shipments of bedding and blanket program were offset by decreased shipments of $6.9 million due to programs that were discontinued and a decrease of replenishment orders of $1.3 million. Bib and bath sales decreased $4.3 million in fiscal 08 as compared to the prior year. Sales of new designs and increased initial shipments of $2.3 million were offset by the following: $4.7 million of programs that were discontinued or had lower replenishments, $300,000 of promotions in the prior year that were not repeated in the current year, and $1.6 million of decreased shipments of replenishment orders related to the discontinuation of the sales of vinyl bibs. Gross profits increased slightly in amount but decreased as a percentage of net sales for fiscal 08 as compared to 07. The increase in the gross profit dollars is due to the increased sales volume and the decreased standard cost of sales offset by increased amortization and warehousing costs. Gross profit was negatively impacted in the current year by a $225,000 charge related to the destruction of vinyl bibs, acquisition related amortization expense of $592,000 in the current year compared to $9,000 in the prior year, and a temporary increase in warehousing costs of $788,000 due to the warehousing and shared services agreement entered into in conjunction with the acquisition of the baby product line from Springs Global.…

Sandy if you'll come back now and advise everyone how to come back if they would like to ask questions.

(Operator Instructions) Your first question is from Bobby Melnick – Terrier Partners, LP. Bobby Melnick – Terrier Partners, LP: Could you discuss the contribution that the Springs acquisition made to the company? In the K it talks about $9.9 million in revenues. Was there an EBITDA contribution? It's difficult to tell because of so many moving parts and as you said the shared services agreement. Was that EBITDA contribution for the fourth quarter or year?

Bobby, we did - and Amy, you're going to have to help me with this, but let me start. Bobby, we completed the acquisition in November and so we had contribution from an EBITDA standpoint partially in November, fully in December through March. We had said at the time we did the acquisition that it would be accretive at the rate of $4.4 million on an annualized basis after the shared services agreement. So those five months would not have been at that run rate because it was depressed by the shared services agreement. Amy, I don't think we break out and I don't know that we have the break-out of the numbers of the EBITDA to identify how much of the EBITDA was contributed from Springs.

That is correct. Its additional product line with one of our existing divisions.

It was accretive. There's no question about that. Bobby Melnick – Terrier Partners, LP: Okay. So for the few months that we owned the business it made a slight contribution but nowhere near even the annualized run rate because you had all these incremental expenses.

And Bobby, again I don't want to quantify it but you're statement is close to correct. It did have an incremental effect but not the full effect. But during the full time we had the shared services. Bobby Melnick – Terrier Partners, LP: And when you talk, Amy, about the $788,000 that's in the K for the incremental warehousing associated with the shared services arrangement, how much of that goes away? In other words, does that $788,000 - is the way to look at this that that was a one-time non-recurring expense that goes to $0?

We will have it for one month in the first quarter of fiscal 09 but then we would have that - not the entire $788,000 but one month of that expense versus five months of that expense. And the reason it's incremental is we know we'll need an additional warehousing space but this is the premium above what we anticipate in cost in not only in rent but in labor. [Inaudible] identified. Bobby Melnick – Terrier Partners, LP: So if you took roughly five sixths of that figure which would be $650,000, is that sort of logically a way to look at it is that $650,000 of that cost will go away? In other words, five sixths of that?

Yes.

It would be more like one fifth of, if you take the $788,000 and divide it by five months, that one fifth is what will occur in April, and that will be the only incremental cost [inaudible]. Bobby Melnick – Terrier Partners, LP: So $630,000 of that $788,000 goes away?

Yes. Bobby Melnick – Terrier Partners, LP: Okay, so help me here with my math, $630,000 of the warehousing associated with the SSA goes away; you had $225,000 which is non-recurring for the vinyl bibs; you had $476,000 with what we hope will be a non-recurring proxy contest. That gets you to slightly over $1.3 million. Are you with me so far?

We are.

Yes. Bobby Melnick – Terrier Partners, LP: So if you really look at the year just reported, the closer number for your EBITDA on an operating basis, X'ing out non-recurring, is closer to $10.3 million than the $9.0 million you reported because we had these three non-recurring items. Do you agree with that?

We don't disagree with that. Bobby Melnick – Terrier Partners, LP: So then help me understand my source of confusion. The company produced on an operating basis around $10.3 million in EBITDA for the year just ended with very little contribution from Springs on $75 million in sales. And in your guidance today -

I know exactly where you're going. Bobby Melnick – Terrier Partners, LP: Okay, so cut me off and help me to understand why we're not looking for any growth in EBITDA?

Let me cut you off short, okay, and try to answer your question, okay? Bobby Melnick – Terrier Partners, LP: Yes.

There are two factors buried in there. One is, yes, you could chalk it up to management - this is our first time, Bobby, going out of the box and giving guidance - so it's management erring on the conservative side to some degree. That's one. And two, Bobby, this is an unusual year to give guidance with all the uncertainty that's going on in China and we're still bullish enough to get this much guidance. And inflation hasn't stopped in China so yes, there are some factors in there to cover that, too. Does that answer your question? And there's a tad of being conservative. Bobby Melnick – Terrier Partners, LP: I'm hoping, and it sounds like it's the latter more than the former, unless the core business goes to hell in a hand basket, which certainly you say is possible or the Springs turns out to unwind, we've got somewhere between $3 million and $4 million of incremental EBITDA from the acquisition alone on a core and you're forecasting flat.

You understand the numbers. And we do try to be very open and lay the numbers out so people can figure it out for themselves. Does that answer your question, Bobby? Bobby Melnick – Terrier Partners, LP: Yes.

Partially? Bobby Melnick – Terrier Partners, LP: No, it answers it fully. I'm laughing because if you simply add back the Springs, we're starting from a run rate of closer to $14 million to $15 million than the sort of $10 million you're guiding. Arithmetically, I'm not asking you to opine, I'm just asking you to opine on the logic and the math.

We're not going to agree or disagree.

Your next question is from Charles Levy - Smith Barney.

Bobby really asked essentially the same question I was because I didn't have a chance to look at the K and all I saw immediately was you were going to $90 million to $93 million in sales and not getting anything further down on the bottom line and your explanation in effect of non-recurring items makes that look even worse. So I was pretty much in the same boat.

I would like to point out, Charles, that when you give guidance that's above the 10% net number of sales, that's a pretty hefty number. And a lot of our competitors aren't posting those kinds of forecasts and guidance for the future and we feel bullish enough to say that.

You're going to have to clarify that. I guess what I was saying you know in a very basic way was sales are going to go up dramatically somewhere between $15 million and $20 million and the guidance on the bottom line is essentially flat this year and this year had some what I'm calling non-recurring expenses in there, so it's almost difficult to see how you get flat numbers at the bottom when you -

Again, I'll answer the question the same way I answered it for Bobby. There may be a tad of conservatism built into it; one. Two, there's still the unknown factors of the inflation in Southeast Asia. And three, the EBITDA does go up. We posted $9 million and if you do the math like Bobby did and you add back to one time, that puts you a little above $10 million and we said that the number was going to be above $10 million - $10.2 million to $10.8 million. So it does go up.

Okay, we'll leave it there.

Your next question is from Phil Lantis - Lantis and Walker.

Got a quick question. I have a particular interest about your raising prices with your retailers and I heard that very clearly. I would like to know if you could shed some light on that.

Yes. I mean, Phil, we have started raising prices with retailers throughout the country. We started that back in late fourth quarter and continuing through this quarter, through first quarter, where we are going to retailers and raising prices because prices in Southeast Asia are increasing and we're pushing through and passing through as much as we possibly can - with resistance but by and large we've been successful in getting those through, without being specific by retailer which I'm not going to.

As a general rule, what percentage are you talking about?

I don't want to say. I haven't seen any of our competitors announce a price increase percentage of what they're doing.

Your next question is from Nelson Obis – [Inaudible]. Nelson Obis – [Inaudible]: Just in terms of the legacy business which obviously is no secret, it's under some pressure here, how much of the legacy business is private label?

I don't have that number in front of me and you say it's under pressure, I mean for the benefit of everybody on the call, Nelson, maybe you can identify what pressure you're talking about. Nelson Obis – [Inaudible]: Well I think the earlier caller made it clear that when you have an acquisition that's accretive to that magnitude in terms of EBITDA, over $4 million, and you wind up with an EBITDA comparison that you know is significantly less than that, you can't chalk it all up - you can chalk some of it up to conservatism, etc., etc., but even that conservatism is based on your [inaudible].

You can also chalk it up, Nelson, to where we've got inflation in Asia getting as much price increases as we can get, and we haven't broken those numbers down. Nelson Obis – [Inaudible]: Well you just gave me the reasons. I mean, that's the pressure. Yes.

Yes. But I want to identify for the other callers what pressure we're referring to. As far as private label business, Amy, there's not a break-out in the K of the amount of private label that we have, is there?

That is correct. We do not disclose the amount of private label business. Nelson Obis – [Inaudible]: Well my concern is, and I think you should disclose it, is because private label's all about price and if you leave the consumer an opportunity to buy brand versus private label near the same price, they're going to go with the brand. I think that's very very clear. So obviously one of your very strong points is your ability to source things at the lowest possible dollar amount which allows you to maintain that difference with the stores and I just think, I guess my suggestion is that you should clarify that a little bit because I think that inflation and some of the things you've mentioned on this call makes the value proposition of private label more difficult going forward. I see that in a lot of businesses and I'm just trying to see what extent that's a factor in Crown Craft. So that's where I'm coming from. If you don’t want to give the numbers, fine, but -

I mean we do a fair business in private label and some of it is very very competitive, I will not disagree with that. Some of it is not as competitive because it's more design driven. So it's a mixed bag. It really is. So just to say all private label is a very competitive situation, well, number one, the business - every business - is a competitive situation but some private label is a lot more competitive than others. Nelson Obis – [Inaudible]: In general though I would imagine getting price increases, maybe I'm wrong, correct me if I'm wrong, but increasing prices on private label is a little more difficult than other parts of your business. Is that true or not?

In some cases that's not true, Nelson, because if you've got brands that are royalty based and they have large royalty on them to begin with, you've already got a substantial spread between the retailers' private label and the license business, so sometimes the license is more difficult to get because you've already got a huge spread in between. Nelson Obis – [Inaudible]: That's a good point. What are your thoughts about spreading out your sourcing beyond China and how much of a concern is it that we're in an area that inflation may be growing a little faster and trade-offs with quality and the size of your organization? I mean, would you anticipate being less involved in China a few years from now or -?

A few years from now I could anticipate that we could be less involved. For the next year or 18 months to two years, I don't think that's going to happen because the infrastructure's not there in some of the other countries that equals the infrastructure in China. It's going to come and as their currency becomes more compatible with the Chinese currency, that's going to make them more viable and their infrastructure will come along. But that to this point has not really equaled the Chinese infrastructure. China's still the country of choice.

Your next question is from Gary Steiner - Huber Capital Management.

I had a number of questions. First, just on the shared services agreement, the $788,000, if I recall that was originally expected to be somewhat less than that, I think $500,000 or $550,000, something like that, can you just explain, what explains that difference?

Amy, I think what Gary is referring to, in the early press release we said that the earnings would be depressed by $550,000 I believe between the time of the acquisition and year end. Amy?

I'm listening. I'm thinking. We said that would be the annual, so the excess warehousing of the $788,000 is the total charge. We will not be nearly incurring that much that much to replace it. The $550 was an estimate prior to actually having signed lease agreements and hired the number of exact employees. Also it was the charges incurred during the five months were higher than originally estimated, primarily labor charges were higher than estimated. The fixed services of rent, etc. were not higher than estimated so I believe that’s primarily the reason for the differentials is that ultimately what we’re going to replace it with is lower than anticipated and the charges during the transition period were higher than anticipated.

So none of that would reflect any differential in the actual reported sales for those operations? It is really strictly on the cost side?

That is correct.

Can you share or maybe just give us a ballpark in terms of what your assumptions are for Springs in 2009 for the Springs business relative to what you had originally communicated and maybe what’s built into the sales guidance that you put out?

It’s built into the sales guidance, Gary, and we haven’t really changed our position. I think at the time of the acquisition we said $25 million and accretive EBITDA of $4.4 million and we haven’t given anything since then.

Are those numbers still reasonable numbers?

Those numbers are still reasonable, yes.

In terms of the fourth quarter maybe just a qualitative question, on a comparative year-over-year basis it was a very, very strong quarter, $0.16 versus $0.07, you had a very high tax rate last year, on a normalized tax rate you would earn a little bit more than that, maybe closer to $0.10 but still a very strong quarter from an earnings standpoint and this is in a quarter when your sales on an organic basis was pretty flat. I’m just trying to understand qualitatively, it sounds like your costs on the Springs business were higher than expected, your organic sales were pretty flat, but yet from an earnings standpoint you had a really great quarter and I’m just trying to understand what were the main levers in terms of what made it such a great quarter and whether there were any non-recurring items that hadn’t already been called out on this call.

Amy, I’m going to defer to you on that. I don’t think there was any one time or non-recurrings as Gary is addressing, but if you’ll address that issue.

Gary, what we did have and it is within the 10-K and the MDNA, we had a decrease standard cost of sales on our core business also. Randall mentioned we had an increase in our NoJo line, was like a 74%. We had some new business in our organic or legacy issue, our legacy company not related to Springs but that ended up being the equal dollar-for-dollar roughly. What we gained, we lost but what we gained was like Randall said part of that growth, part of the $8 million at least not quite half of it was from our own NoJo brand and we were able to improve the profitability. So within our basic standard cost of sales, excluding warehousing costs or amortization, excluding items like that, our core business we were able to improve the profitability on certain programs. Is that helpful?

Yes, it definitely is. Just a last question, in terms of the, this may be more minutia to follow up off line, but just in terms of the amortization that you’re running through the P&L related to Springs, when you go through each of the line items on that, the customer relationships and the design and engineering or the licensing amortization, how would you suggest looking at that? Are those items that once the amortization period is done that those costs go away or do they then become, or is there something that, an expense that then replaces it after that period of time? In other words, should those be viewed as one time costs that can be excluded to get to a cash earnings number or are they true costs of the business?

Currently, and I’ll just refer you to for future costs on page F-10 of the 10-K it has the future amortization cost based on the Kimberly Grant acquisition and the Springs Global acquisition, until there are additional intangibles from say a new acquisition, what is in the 10-K currently is what you would see in future periods that are not in cash. So it reduces some items are amortized over two years, some over 10 and there is a five year table of future amortization costs on page F-10 of the 10-K. I’ll be glad to go over that further with you at a separate time if that’s not helpful.

Amy, as a general question the answer to Gary’s question once they do run their life and the amortization falls off, there is nothing from the ongoing business and as you pointed out there could be new acquisitions that would add more amortization to the table. But from the ongoing business there is no tails that’s going to be replaced by that.

That is correct.

So, Gary, your assumption is correct, okay? Just for those items, but if you do more acquisitions, it’s going to fill the bucket up again.

There are no other questions in queue at this time. Someone just clicked in. Chris Dodco – Jade Capital. Chris Dodco – Jade Capital: Looking at some of the working capital, you talked about the inventory being partially related to the acquisition. Accounts receivable I know looking at the days outstanding is a little bit goofy because of trying to get a decent trailing [inaudible] number for sales, but just basing it off, let’s say that you’re at a run rate of the $90 million to $93 million or so that would put you at somewhere in the neighborhood of 73 days, I think, and that’s a little bit higher than you guys have been in the past. Can you talk a little bit about opportunities to get that back down to a more normalized level and what you’re seeing with your customers’ willingness to pay?

Amy, 73 days, is that above the normal?

Yes, it is. Chris, what I think you need to look at, the sales for our fourth quarter, fourth quarter and our second quarter are traditionally, depending on which year, they’re one of our two highest quarters so this year we had, I believe it was $24 million in net sales for Q4 and also heavily loaded to February and March, so it is difficult to do it on an annualized basis but there is some seasonality to our business, not a significant component but our fourth quarter is either usually our top quarter or our number two quarter. So we came off a strong a quarter. The reserves are there for any issues we have with collectibility or anticipated charge backs so there’s not really an issue with the number of days in sales and if you had complete data available you would be able to get comfort with that. Chris Dodco – Jade Capital: You guys at a certain point start paying interest from the factor program, is that any different in terms of the amount that you’re paying versus prior years?

No, our factoring agreement, the interest that relates to the factoring component of our agreement that has not changed. We’re on maturity base factoring, we’re advanced funds based on maturity plus two days and we pay on a differential on when the customers pays. We work it internally to ensure that the customer pays timely as much as possible to minimize that spread. However, there was additional interest expense incurred that would also go in the same bucket on the financial statement with the acquisition of the Springs November 5th, we incurred basically an $11 million of additional debt, $5 million term loan, $6 million additional on the revolver that brought up our interest expense in the later part of the year and then as I stated on March 21st we drew down an additional $10 million. Chris Dodco – Jade Capital: I’m trying to make sure on that portion that you factor that that maturity issue is not spreading, that your customers are not, I’m hoping that your customers are paying I guess is what I’m saying.

We hope so, too. But even though we do factor and have the credit insurance from that perspective we also recognize it is our benefit to work the collections and we monitor our number of days by customer, by month and we have weekly reports on aging to all members whether it’s in the warehousing, sales department, etc. who can either facilitate an issue whether it’s an EDI issue on a line invoice didn’t get received or a sales issue. We work with all the departments to get any sort of resolution on past dues to grab all the help that we can.

Of course keep in mind that we don’t have any accounts receivable that are on a recourse to the company. They’re all with the factor. Chris Dodco – Jade Capital: There’s maybe a little bit to come out of accounts receivables and a little bit to come out of inventory then once you guys get everything back to a normal level once the acquisitions fully absorbed?

I don’t think we’ve got really an absorption issue with the accounts receivable, I really don’t. I think that’s just a timing issue, Chris, okay? It has nothing to do with anything on the acquisition.

Right, we did not take any of Springs’ receivables. This is strictly our receivables and like I said our fourth quarter sales were strong. I think this quarter is $24 million, last quarter was $17 million.

You’re only looking at the timing and the dollar amount.

Right, and you’re looking at roughly we should have 60 to 65 days. But you would have to have the monthly sales data to get comfort with that. Chris Dodco – Jade Capital: I do not have that.

Right but globally we have given you the two fourth quarters where there was substantial increases so that that would hopefully give you comfort on why the increase in the total receivables.

No other questioners in queue.

Let’s wrap up and I’ll make the closing remarks. Amy thank you very much and thanks for everyone participating. We are very proud of the year that just ended. We did have a good year. We had some difficulties during the year and we overcame the difficulties and we persevered and we had a very good year. Thank you for your time, thank you for your attention. If you have questions, you can give us a call and thanks. Sandy, you’ll come back and wrap up.