UNITED STATES
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 June 28, 2003 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 0-14938.
STANLEY FURNITURE COMPANY, INC.
(Exact name of registrant as specified in its charter)
Delaware 54-1272589
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1641 Fairystone Park Highway, Stanleytown, Virginia 24168
(Address of principal executive offices, Zip Code)
(276) 627-2000
(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.
YES X NO
---- -----
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2):
YES X NO
---- -----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of July 11, 2003.
Class Number
Common Stock, par value $.02 per share 6,453,305 Shares
PART I. FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
STANLEY FURNITURE COMPANY, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
(unaudited)
June 28, December 31,
2003 2002
-------- --------
ASSETS
Current assets:
Cash ........................................................ $ 7,479 $ 9,227
Accounts receivable, less allowances of $2,921 and $2,633 ... 31,559 27,832
Inventories:
Finished goods ............................................ 37,161 35,537
Work-in-process ........................................... 7,027 6,922
Raw materials ............................................. 11,375 11,699
-------- --------
Total inventories ..................................... 55,563 54,158
Prepaid expenses and other current assets ................... 1,051 1,311
Deferred income taxes ....................................... 3,196 2,876
-------- --------
Total current assets ...................................... 98,848 95,404
Property, plant and equipment, net .............................. 57,083 59,539
Goodwill ........................................................ 9,072 9,072
Other assets .................................................... 8,103 8,470
-------- --------
Total assets .............................................. $173,106 $172,485
======== ========
LIABILITIES
Current liabilities:
Current maturities of long-term debt ........................ $ 6,914 $ 6,914
Accounts payable ............................................ 14,306 13,386
Accrued salaries, wages and benefits ........................ 10,624 9,781
Other accrued expenses ...................................... 2,138 2,379
-------- --------
Total current liabilities ................................. 33,982 32,460
Long-term debt, exclusive of current maturities ................. 18,414 22,700
Deferred income taxes ........................................... 12,874 13,084
Other long-term liabilities ..................................... 4,497 4,554
-------- --------
Total liabilities ......................................... 69,767 72,798
-------- --------
STOCKHOLDERS' EQUITY
Common stock, $.02 par value, 10,000,000 shares authorized,
6,453,305 and 6,568,717 shares issued and outstanding ........... 129 131
Capital in excess of par value .................................. 12,066 14,773
Retained earnings ............................................... 91,149 84,799
Stock option loans .............................................. (5) (16)
-------- --------
Total stockholders' equity .................................. 103,339 99,687
-------- --------
Total liabilities and stockholders' equity ................ $173,106 $172,485
======== ========
The accompanying notes are an integral part of the
consolidated financial statements.
STANLEY FURNITURE COMPANY, INC.
CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
(in thousands, except per share data)
Three Months Six Months
Ended Ended
------------------------------------------------
June 28, June 29, June 28, June 29,
2003 2002 2003 2002
------- ------- -------- --------
Net sales ....................................... $61,409 $55,268 $122,707 $114,842
Cost of sales ................................... 46,844 41,795 93,520 86,901
Restructuring and related charges ............... 852 3,757
------- -------- -------- --------
Gross profit .................................. 14,565 12,621 29,187 24,184
Selling, general and administrative expenses .... 8,400 7,892 16,913 15,809
------- ------- -------- --------
Operating income .............................. 6,165 4,729 12,274 8,375
Other income, net ............................... (47) (72) (89) (154)
Interest expense ................................ 660 746 1,371 1,580
------- ------- -------- --------
Income before income taxes .................... 5,552 4,055 10,992 6,949
Income taxes .................................... 2,016 1,440 3,990 2,467
------- ------- -------- --------
Net income .................................... $ 3,536 $ 2,615 $ 7,002 $ 4,482
======= ======= ======== ========
Earnings per share:
Basic ......................................... $ .54 $ .39 $ 1.07 $ .67
======= ======= ======== ========
Diluted ....................................... $ .53 $ .37 $ 1.05 $ .64
======= ======= ======== ========
Weighted average shares outstanding:
Basic ......................................... 6,497 6,701 6,525 6,681
======= ======= ======== ========
Diluted ....................................... 6,628 6,998 6,652 6,950
======= ======= ======== ========
Cash dividend declared per common share ......... $ .05 $ .10
======= ======= ======== ========
The accompanying notes are an integral part of the consolidated
financial statements.
STANLEY FURNITURE COMPANY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands)
Six Months Ended
-----------------------
June 28, June 29,
2003 2002
--------- ---------
Cash flows from operating activities:
Cash received from customers .................................... $ 118,895 $112,264
Cash paid to suppliers and employees ............................ (106,210) (98,860)
Interest paid, net .............................................. (1,754) (1,872)
Income taxes paid, net .......................................... (5,552) (780)
--------- --------
Net cash provided by operating activities ................... 5,379 10,752
--------- --------
Cash flows from investing activities:
Capital expenditures ............................................ (360) (406)
Other, net ...................................................... (19) 696
--------- --------
Net cash used by investing activities ....................... (379) 290
--------- --------
Cash flows from financing activities:
Repayment of revolving credit facility, net ..................... (600)
Repayment of senior notes ....................................... (4,286) (4,286)
Purchase and retirement of common stock ......................... (2,709)
Dividends paid .................................................. (652)
Proceeds from exercised stock options ........................... 1,160
Proceeds from insurance policy loans ............................ 888 795
Other, net ...................................................... 11
--------- --------
Net cash used by financing activities ....................... (6,748) (2,931)
--------- --------
Net increase (decrease) in cash ................................. (1,748) 8,111
Cash at beginning of period ..................................... 9,227 1,955
--------- --------
Cash at end of period ....................................... $ 7,479 $ 10,066
========= ========
Reconciliation of net income to net cash provided by operating activities:
Net income ...................................................... $ 7,002 $ 4,482
Depreciation and amortization ............................... 2,897 3,013
Restructuring and related charges (non-cash) ................ 1,755
Deferred income taxes ....................................... (530)
Loss on sale of assets ...................................... 5 31
Changes in assets and liabilities:
Accounts receivable ..................................... (3,727) (2,260)
Inventories ............................................. (1,405) (4,128)
Prepaid expenses and other current assets ............... 99 1,457
Accounts payable ........................................ 920 5,753
Accrued salaries, wages and benefits .................... 843 601
Other accrued expenses .................................. (241) 590
Other assets ............................................ (427) (380)
Other long-term liabilities ............................. (57) (162)
--------- --------
Net cash provided by operating activities ........ $ 5,379 $ 10,752
========= ========
The accompanying notes are an integral part of the
consolidated financial statements.
STANLEY FURNITURE COMPANY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Preparation of Interim Unaudited Consolidated financial statements
The consolidated financial statements of Stanley Furniture Company, Inc.
(referred to as "Stanley" or the "Company") have been prepared in accordance
with the rules and regulations of the Securities and Exchange Commission
("SEC"). In the opinion of management, these statements include all adjustments
necessary for a fair presentation of the results of all interim periods reported
herein. All such adjustments are of a normal recurring nature. Certain
information and footnote disclosures prepared in accordance with generally
accepted accounting principles have been either condensed or omitted pursuant to
SEC rules and regulations. However, management believes that the disclosures
made are adequate for a fair presentation of results of operations and financial
position. Operating results for the interim periods reported herein may not be
indicative of the results expected for the year. It is suggested that these
consolidated financial statements be read in conjunction with the consolidated
financial statements and accompanying notes included in Stanley's latest Annual
Report on Form 10-K.
2. Stock Compensation
The Company applies Accounting Principles Board Opinion No. 25 in accounting for
stock options and discloses the fair value of options granted as permitted by
Statement of Financial Accounting Standards No. 123. No stock-based employee
compensation cost is reflected in net income, as all options granted under those
plans had an exercise price equal to the market value of the common stock at
date of grant.
The following table summarizes the pro forma effects assuming compensation cost
for such awards had been recorded based upon the estimated fair value (in
thousands, except per share data):
Three Months Six Months
Ended Ended
June 28, June 29, June 28, June 29,
2003 2002 2003 2002
------ ------ ------ ------
Net income as reported ....................... $3,536 $2,615 $7,002 $4,482
Deduct: Total stock-based employee
compensation expense determined under
fair value based method for all awards,
net of related tax effects ................. 432 477 863 902
------ ------ ------ ------
Pro forma net income ......................... $3,104 $2,138 $6,139 $3,580
====== ====== ====== ======
Earnings per share:
Basic - as reported ........................ $ 0.54 $ 0.39 $ 1.07 $ 0.67
====== ====== ====== ======
Basic - pro forma .......................... $ 0.48 $ 0.32 $ 0.94 $ 0.54
====== ====== ====== ======
Diluted - as reported ...................... $ 0.53 $ 0.37 $ 1.05 $ 0.64
====== ====== ====== ======
Diluted - pro forma ........................ $ 0.47 $ 0.31 $ 0.93 $ 0.52
====== ====== ====== ======
3. Restructuring and Related Charges
Beginning in December 2001, the Company has executed a plan to consolidate its
manufacturing operations to maximize production efficiencies as a result of
excess capacity created by expanded offshore sourcing. Manufacturing operations
at its former West End, North Carolina facility were phased out during 2002,
including the sale of real estate. The remaining restructuring accrual at June
28, 2003 of $314,000 consists of a lease obligation and certain severance cost.
4. Property, Plant and Equipment
(in thousands)
June 28, December 31,
2003 2002
-------- --------
Land and buildings ............................ $ 38,237 $ 38,237
Machinery and equipment ....................... 74,217 74,204
Office fixtures and equipment ................. 1,710 1,710
Construction in progress ...................... 34
-------- --------
Property, plant and equipment, at cost .... 114,198 114,151
Less accumulated depreciation ................. 57,115 54,612
-------- --------
$ 57,083 $ 59,539
======== ========
5. Debt
(in thousands)
June 28, December 31,
2003 2002
------- -------
7.28% senior notes due through March 15, 2004 ........ $ 4,285 $ 8,571
7.57% senior note due through June 30, 2005 .......... 3,900 3,900
7.43% senior notes due through November 18, 2007 ..... 7,143 7,143
6.94% senior notes due through May 3, 2011 ........... 10,000 10,000
------- -------
Total .............................................. 25,328 29,614
Less current maturities .............................. 6,914 6,914
------- -------
Long-term debt, exclusive of current maturities .... $18,414 $22,700
======= =======
6 Stockholders' Equity
During the second quarter of 2003, the Company purchased 115,396 shares of its
common stock at an aggregate consideration of $2.7 million.
Basic earnings per common share are based upon the weighted average shares
outstanding. Outstanding stock options are treated as potential common stock for
purposes of computing diluted earnings per share. Basic and diluted earnings per
share are calculated using the following share data (in thousands):
Three Months Six Months
Ended Ended
------------------ ------------------
June 28, June 29, June 28, June 29,
2003 2002 2003 2002
------ ------ ------ ------
Weighted average shares outstanding
for basic calculation ................... 6,497 6,701 6,525 6,681
Add: Effect of dilutive stock options ...... 131 297 127 269
----- ----- ----- -----
Weighted average shares outstanding,
adjusted for diluted calculation .... 6,628 6,998 6,652 6,950
===== ===== ===== =====
7. Recent Accounting Pronouncements
In December 2002, the FASB issued Statement No. 148 (FAS 148), "Accounting for
Stock-Based Compensation - Transition and Disclosure - an Amendment to FASB
Statement No. 123". FAS No. 148 amends FASB Statement No. 123, "Accounting for
Stock-Based Compensation," to permit additional transition methods for entities
that adopt the fair-value based method of accounting for stock-based employee
compensation. For those companies that do not elect to change their method of
accounting for stock-based employee compensation, FAS 148 requires increased
disclosure of the pro forma impact of applying the fair value method to the
reported operating results. The increased disclosure requirements apply to the
Company's interim and annual financial statements beginning in the first quarter
of 2003 and are presented in Note 2 of the financial statements.
In April 2003, the FASB issued Statement No. 149 (FAS 149), "Amendment of
Statement 133 on Derivative Instruments and Hedging Activities". FAS 149 amends
and clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts
(collectively referred to as derivatives) and for hedging activities under FASB
Statement No. 133, "Accounting for Derivative Instruments and Hedging
Activities". This Statement is effective for contracts entered into or modified
after June 30, 2003 and for hedging relationships designated after June 30,
2003. The Company did not have any derivative instruments or hedging activities
during the six months ended June 28, 2003. Adoption of FAS 149 is not expected
to materially affect the Company's financial statements.
In May 2003, the FASB issued Statement No. 150 (FAS 150), "Accounting for
Certain Financial Instruments with Characteristics of both Liabilities and
Equity". FAS 150 establishes standards for how an issuer classifies and measures
in its statement of financial position certain financial instruments with
characteristics of both liabilities and equity. It requires that an issuer
classify a financial instrument that is within its scope as a liability (or an
asset in some circumstances) because that financial instrument embodies an
obligation of the issuer. This Statement is effective for financial instruments
entered into or modified after May 31, 2003, and otherwise is effective at the
beginning of the first interim period beginning after June 15, 2003. Adoption of
FAS 150 is not expected to materially affect the Company's financial statements.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations
The Company continues to implement a blended strategy of combining its domestic
manufacturing capabilities with an expanding offshore sourcing program and
realign manufacturing capacity. Integration of selected imported component parts
and finished items in its product line will lower costs, provide design
flexibility and offer a better value to its customers. This initiative created
excess capacity in the Company's manufacturing facilities. Accordingly, in
December 2001, the Company decided to close its manufacturing operations at the
West End, North Carolina factory and consolidate production from this facility
into other Company facilities. In 2002, manufacturing operations at the West End
facility were completely phased out and all closing related activities including
the sale of real estate were completed. Restructuring and related cost for the
three and six month periods of 2002 was $852,000 and $3.8 million, respectively
and consisted of accelerated depreciation and other exit costs, including plant
inefficiencies and severance cost. The restructuring accrual at June 28, 2003 of
$314,000 consists of a lease obligation for real estate and severance cost.
As part of the Company's continuing efforts to evaluate its manufacturing
capacity, the Company announced in March 2003, a plan to realign production at
its Lexington, North Carolina facility. Currently this facility produces a
combination of adult bedroom and Young America(R) youth bedroom furniture. After
a transition period, the Lexington plant will focus exclusively on Young
America(R) products. Adult bedroom products currently manufactured at the
Lexington facility will be absorbed by the Stanleytown, Virginia plant, which
will produce adult bedroom and dining room products. The Martinsville, Virginia
location will continue to manufacture home entertainment and home office
furniture while the Robbinsville, North Carolina plant remains focused on the
production of Young America(R) products. The realignment has reduced operations
at the Lexington plant impacting approximately 150 of the 525 associates there
and was completed during the second quarter of 2003.
The Company will continue to evaluate its manufacturing capacity needs
considering increased offshore sourcing, current and anticipated demand for its
product, overall market conditions and other factors deemed relevant by
management. Further capacity reductions could cause asset impairment or other
restructuring charges in the future.
The following table sets forth the percentage relationship to net sales of
certain items included in the Consolidated Statements of Income:
Three Months Six Months
Ended Ended
------------------- -------------------
June 28, June 29, June 28, June 29,
2003 2002 2003 2002
------ ------ ------ ------
Net sales ......................... 100.0% 100.0% 100.0% 100.0%
Cost of sales ..................... 76.3 75.6 76.2 75.7
Restructuring and related charges . 1.5 3.3
----- ----- ----- -----
Gross profit .................... 23.7 22.9 23.8 21.0
Selling, general and administrative
expenses ........................ 13.7 14.3 13.8 13.7
----- ----- ----- -----
Operating income ................ 10.0 8.6 10.0 7.3
Other income, net ................. (.1) (.1) (.1)
Interest expense .................. 1.1 1.3 1.1 1.4
----- ----- ----- -----
Income before income taxes ...... 9.0 7.3 9.0 6.0
Income taxes ...................... 3.2 2.6 3.3 2.1
----- ----- ----- -----
Net income ........................ 5.8% 4.7% 5.7% 3.9%
===== ===== ===== =====
Net sales increased $6.1 million, or 11.1%, for the three month period ended
June 28, 2003 from the comparable 2002 period. For the six month period, net
sales increased $7.9 million, or 6.8%, from the 2002 period. The increase for
the three and six month periods was primarily due to higher unit volume.
Gross profit margin for the three and six month periods of 2003 increased to
23.7% and 23.8%, respectively, from 22.9% and 21.0% for the comparable 2002
periods. The lower gross profit margin for the three and six month periods of
2002 is primarily due to restructuring and related charges resulting from
closing a factory to realign the Company's manufacturing facilities. Excluding
restructuring and related charges in 2002, gross profit margin for the three and
six month period of 2003 decreased primarily due to transition costs from
increased sourcing including lower production levels at the Company's domestic
facilities, and an increase in wages and benefits. These costs were partially
offset by savings from sourcing initiatives and realignment of manufacturing
capacity.
Selling, general and administrative expenses for the three month period of 2003
as a percentage of net sales decreased to 13.7% from 14.3% for the comparable
2002 period, primarily due to higher sales. Selling, general and administrative
expenditures increased in the three and six month periods of 2003 primarily due
to the Company's sourcing program, increased marketing and product development
costs. This trend is expected to continue resulting in higher selling, general
and administrative expense in the second half of 2003 compared to the second
half of 2002.
As a result of the above, operating income as a percentage of net sales was
10.0% for both the three and six month periods of 2003, compared to 8.6% and
7.3%, respectively, for the comparable 2002 periods.
Interest expense for the three and six month periods of 2003 decreased primarily
due to lower average debt levels.
The effective tax rate is expected to be 36.3% for 2003 compared to 35.5% for
2002. The increase in the effective tax rate is primarily due to higher state
income taxes resulting from the phase-out of certain state tax credits.
Financial Condition, Liquidity and Capital Resources
Cash generated from operations was $5.4 million in the first six months of 2003
compared to $10.8 million in the 2002 period. The decrease in 2003 was primarily
due to higher tax payments, as a result of increased earnings.
Net cash used by investing activities was $379,000 in the 2003 period compared
to cash provided by investing activities of $290,000 in 2002. The Company
received net proceeds in 2002 of $696,000 from the sale of real estate at its
former West End, North Carolina facility. Capital expenditures in 2003 are
anticipated to be approximately $1.0 to $2.0 million.
Net cash used by financing activities was $6.7 million in the 2003 period
compared to $2.9 million in the 2002 period. In the 2003 period, cash from
operations and available cash provided funds for senior debt payments, purchase
of the Company's common stock, and cash dividends. During the first half of
2003, $2.7 million was used to purchase 115,396 shares of the Company's common
stock in the open market at an average price of $23.48. At June 28, 2003,
approximately $12.2 million remains authorized by the Company's Board of
Directors to repurchase shares of the Company's common stock. In the 2002
period, cash from operations and proceeds from the exercise of stock options
provided cash for senior debt payments and repayment of the revolving credit
facility.
At June 28, 2003, long-term debt including current maturities was $25.3 million.
Debt service requirements are $2.6 million remaining in 2003, $7.0 million in
2004, $4.3 million in 2005, $2.9 million in 2006 and $2.9 million in 2007. As of
June 28, 2003, approximately $24.2 million of additional borrowings were
available under the Company's revolving credit facility and cash on hand was
$7.5 million. The Company believes that its financial resources are adequate to
support its capital needs and debt service requirements.
Recent Accounting Pronouncements
In December 2002, the FASB issued Statement No. 148 (FAS 148), "Accounting for
Stock-Based Compensation - Transition and Disclosure - an Amendment to FASB
Statement No. 123". FAS No. 148 amends FASB Statement No. 123, "Accounting for
Stock-Based Compensation," to permit additional transition methods for entities
that adopt the fair-value based method of accounting for stock-based employee
compensation. For those companies that do not elect to change their method of
accounting for stock-based employee compensation, FAS 148 requires increased
disclosure of the pro forma impact of applying the fair value method to the
reported operating results. The increased disclosure requirements apply to the
Company's interim and annual financial statements beginning in the first quarter
of 2003 and are presented in Note 2 of the financial statements.
In April 2003, the FASB issued Statement No. 149 (FAS 149), "Amendment of
Statement 133 on Derivative Instruments and Hedging Activities". FAS 149 amends
and clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts
(collectively referred to as derivatives) and for hedging activities under FASB
Statement No. 133, "Accounting for Derivative Instruments and Hedging
Activities". This Statement is effective for contracts entered into or modified
after June 30, 2003 and for hedging relationships designated after June 30,
2003. The Company did not have any derivative instruments or hedging activities
during the six months ended June 28, 2003. Adoption of FAS 149 is not expected
to materially affect the Company's financial statements.
In May 2003, the FASB issued Statement No. 150 (FAS 150), "Accounting for
Certain Financial Instruments with Characteristics of both Liabilities and
Equity". FAS 150 establishes standards for how an issuer classifies and measures
in its statement of financial position certain financial instruments with
characteristics of both liabilities and equity. It requires that an issuer
classify a financial instrument that is within its scope as a liability (or an
asset in some circumstances) because that financial instrument embodies an
obligation of the issuer. This Statement is effective for financial instruments
entered into or modified after May 31, 2003, and otherwise is effective at the
beginning of the first interim period beginning after June 15, 2003. Adoption of
FAS 150 is not expected to materially affect the Company's financial statements.
Forward-Looking Statements
Certain statements made in this report are not based on historical facts, but
are forward-looking statements. These statements can be identified by the use of
forward-looking terminology such as "believes," "estimates," "expects," "may,"
"will," "should," or "anticipates" or the negative thereof or other variations
thereon or comparable terminology, or by discussions of strategy. These
statements reflect the Company's reasonable judgment with respect to future
events and are subject to risks and uncertainties that could cause actual
results to differ materially from those in the forward-looking statements. Such
risks and uncertainties include competition in the furniture industry including
competition from lower-cost foreign manufacturers, the Company's success in
implementing its blended strategy of expanded offshore sourcing and domestic
manufacturing, disruptions in offshore sourcing including those arising from
supply or distribution disruptions or changes in political or economic
conditions affecting the countries from which the Company obtains offshore
sourcing, the cyclical nature of the furniture industry, fluctuations in the
price for lumber which is the most significant raw material used by the Company,
credit exposure to customers in the current economic climate, capital costs and
general economic conditions. Any forward looking statement speaks only as of the
date of this filing, and the Company undertakes no obligation to update or
revise any forward-looking statements, whether as a result of new developments
or otherwise.
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk
Because the Company's obligation under its revolving credit facility bears
interest at a variable rate, the Company is sensitive to changes in prevailing
interest rates. No borrowings were outstanding during the first half of 2003
under this revolving credit facility.
ITEM 4. Controls and Procedures
a. Evaluation of disclosure controls and procedures. The Company's principal
executive officer and principal financial officer have concluded that the
Company's disclosure controls and procedures (as defined in Exchange Act
Rule 13a-14(c)), based on their evaluation of such controls and procedures
conducted within 90 days prior to the date hereof, are effective to ensure
that information required to be disclosed by the Company in the reports it
files under the Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported within the time periods specified in the
rules and forms of the Securities and Exchange Commission and that such
information is accumulated and communicated to the Company's management,
including its principal executive officer and principal financial officer,
as appropriate to allow timely decisions regarding required disclosure.
b. Changes in internal controls. There have been no significant changes in the
Company's internal controls or in other factors that could significantly
affect these controls subsequent to the date of the evaluation referred to
above.
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
(a) The annual meeting of the Company's stockholders was held on April 16,
2003.
(c)(i) The stockholders of the Company elected two directors for a three-year
term expiring at the Annual Meeting of Stockholders to be held in 2006.
The election was approved by the following vote:
For Withheld
Albert L. Prillaman 5,899,861 22,632
Michael P. Haley 5,905,361 17,132
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 99.1 Certification of Jeffrey R. Scheffer, Chief
Executive Officer of the Company, pursuant to 18
U. S. C. Section 1350, as adopted pursuant to section
906 of the Sarbanes-Oxley Act of 2002 (1)
Exhibit 99.2 Certification of Douglas I. Payne, Chief Financial
Officer of the Company, pursuant to 18 U. S. C.
Section 1350, as adopted pursuant to section 906 of
the Sarbanes-Oxley Act of 2002 (1)
(b) Reports on Form 8-K
A report on Form 8-K was filed on April 16, 2003, to announce the Board
of Directors authorization to increase the Company's stock repurchase
program by an additional $10.0 million and declare a quarterly cash
dividend.
- ---------------------------
(1) Filed herewith.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
STANLEY FURNITURE COMPANY, INC.
Date: July 15, 2003 By: /s/ Douglas I. Payne
------------------------
Douglas I. Payne
Executive V.P. - Finance &
Administration and Secretary
(Principal Financial and
Accounting Officer)
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Jeffrey R. Scheffer, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Stanley Furniture
Company, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the consolidated financial statements, and other
financial information included in this quarterly report, fairly present in
all material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date July 15, 2003 /s/ Jeffrey R. Scheffer
-----------------------
Jeffrey R. Scheffer
Chief Executive Officer
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Douglas I. Payne, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Stanley Furniture
Company, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact
or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the consolidated financial statements, and other
financial information included in this quarterly report, fairly present in
all material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and we have:
a. designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b. evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c. presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of
the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
Date: July 15, 2003 /s/ Douglas I. Payne
--------------------
Douglas I. Payne
Chief Financial Officer