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 September 30, 2006 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-7753 DECORATOR INDUSTRIES, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Pennsylvania 25-1001433 - ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 10011 Pines Blvd., Suite #201, Pembroke Pines, Florida 33024 - ------------------------------------------------------ ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (954) 436-8909 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 a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X] Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Title of each class Outstanding at November 14, 2006 ------------------- -------------------------------- Common Stock, Par Value $.20 Per Share 2,998,240 shares PART I - FINANCIAL INFORMATION Item 1. Financial Statements. DECORATOR INDUSTRIES, INC BALANCE SHEETS ASSETS September 30, December 31, 2006 2005 ------------- ------------ (UNAUDITED) CURRENT ASSETS: Cash and Cash Equivalents $ 91,940 $ 490,377 Accounts Receivable, less allowance for doubtful accounts ($223,338 and $131,690) 4,347,354 4,574,415 Inventories 6,727,144 5,800,553 Other Current Assets 933,517 311,603 ----------- ----------- TOTAL CURRENT ASSETS 12,099,955 11,176,948 ----------- ----------- Property and Equipment Land, Buildings & Improvements 8,675,164 7,253,742 Machinery, Equipment, Furniture & Fixtures 7,473,695 6,604,629 ----------- ----------- Total Property and Equipment 16,148,859 13,858,371 Less: Accumulated Depreciation and Amortization 6,978,812 6,426,548 ----------- ----------- Net Property and Equipment 9,170,047 7,431,823 ----------- ----------- Goodwill, less accumulated Amortization of $1,348,569 2,731,717 2,731,717 Identifiable intangible asset, less accumulated Amortization of $1,745,713 and $1,259,713 2,149,278 2,635,278 Other Assets 193,770 318,599 ----------- ----------- TOTAL ASSETS $26,344,767 $24,294,365 =========== =========== LIABILITIES & STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts Payable $ 3,337,909 $ 3,075,795 Current Maturities of Long-term Debt 212,840 211,800 Checks Issued but Not Yet Presented 307,553 -- Accrued Expenses: Compensation 823,863 944,109 Other 1,404,383 852,895 ----------- ----------- TOTAL CURRENT LIABILITIES 6,086,548 5,084,599 ----------- ----------- Long-Term Debt 1,716,610 1,536,754 Deferred Income Taxes 785,000 585,000 ----------- ----------- TOTAL LIABILITIES 8,588,158 7,206,353 ----------- ----------- Stockholders' Equity Common Stock $.20 par value: Authorized shares, 10,000,000; Issued shares, 4,628,053 and 4,574,490 925,611 914,898 Paid-in Capital 1,779,463 1,616,843 Retained Earnings 23,056,892 22,651,391 ----------- ----------- 25,761,966 25,183,132 Less: Treasury stock, at cost: 1,629,813 and 1,648,088 shares 8,005,357 8,095,120 ----------- ----------- TOTAL STOCKHOLDERS' EQUITY 17,756,609 17,088,012 ----------- ----------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $26,344,767 $24,294,365 =========== =========== The accompanying notes are an integral part of the financial statements. 1 DECORATOR INDUSTRIES, INC STATEMENTS OF EARNINGS (UNAUDITED) For the Thirteen Weeks Ended For the Thirty-Nine Weeks Ended --------------------------------------------- ------------------------------------------------ September 30, 2006 October 1, 2005 September 30, 2006 October 1, 2005 -------------------- -------------------- -------------------- ---------------------- Net Sales $ 12,469,174 100.0% $12,597,173 100.0% $ 41,610,158 100.0% $ 38,304,507 100.0% Cost of Products Sold 10,715,218 85.9% 10,098,594 80.2% 34,165,199 82.1% 30,615,829 79.9% ------------ ----------- ------------ ------------ Gross Profit 1,753,956 14.1% 2,498,579 19.8% 7,444,959 17.9% 7,688,678 20.1% Selling and Administrative Expenses 2,069,259 16.6% 1,937,602 15.4% 6,409,928 15.4% 6,084,010 15.9% ------------ ----------- ------------ ------------ Operating (Loss)/Income (315,303) -2.5% 560,977 4.4% 1,035,031 2.5% 1,604,668 4.2% Other Income (Expense) Interest, Investment and Other Income 32,866 0.2% 23,866 0.2% 90,993 0.2% 64,025 0.2% Interest Expense (24,444) -0.2% (17,791) -0.1% (62,253) -0.2% (58,988) -0.2% ------------ ----------- ------------ ------------ Earnings Before Income Taxes (306,881) -2.5% 567,052 4.5% 1,063,771 2.5% 1,609,705 4.2% Provision for Income Taxes (120,000) -1.0% 220,000 1.7% 390,000 0.9% 603,000 1.6% ------------ ----------- ------------ ------------ NET (LOSS)/INCOME $ (186,881) -1.5% $ 347,052 2.8% $ 673,771 1.6% $ 1,006,705 2.6% ============ =========== ============ ============ EARNINGS PER SHARE Basic $ (0.06) $ 0.12 $ 0.23 $ 0.35 ============ =========== ============ ============ Diluted $ (0.06) $ 0.12 $ 0.22 $ 0.34 ============ =========== ============ ============ Weighted Average Number of Shares Outstanding Basic 2,996,241 2,882,788 2,977,424 2,871,720 Diluted 2,996,241 2,979,321 3,030,863 2,996,446 The accompanying notes are an integral part of the financial statements. 2 DECORATOR INDUSTRIES, INC STATEMENTS OF CASH FLOWS (UNAUDITED) For the Thirty-nine Weeks Ended --------------------------------------- September 30, 2006 October 1, 2005 ------------------ --------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ 673,771 $ 1,006,705 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities Depreciation and Amortization 1,076,306 1,084,040 Provision for Losses on Accounts Receivable 91,658 14,000 Deferred Taxes 165,000 (87,000) Stock-Based Compensation 37,893 -- Loss on Disposal of Assets 339 164,850 Increase/(Decrease) from Changes in: Accounts Receivable 134,403 (1,863,779) Inventories (926,591) (442,808) Prepaid Expenses (586,914) 133,239 Other Assets 124,829 (110,256) Accounts Payable 262,114 729,032 Accrued Expenses 431,742 257,733 ----------- ----------- NET CASH PROVIDED BY OPERATING ACTIVITIES 1,484,550 885,756 ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Net cash paid for acquisitions -- (1,067,472) Capital Expenditures (2,331,569) (372,077) Proceeds from Property Dispositions 3,200 65,373 ----------- ----------- NET CASH USED IN INVESTING ACTIVITIES (2,328,369) (1,374,176) ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Long-term Debt Payments (153,104) (127,832) Dividend Payments (268,270) (258,768) Change in Checks Issued but Not Yet Presented 307,553 434,861 Proceeds from Exercise of Stock Options 164,453 100,003 Net Borrowings under Line-of-Credit Agreement 334,000 -- Issuance of Stock for Directors Trust 60,750 44,500 ----------- ----------- NET CASH PROVIDED BY FINANCING ACTIVITIES 445,382 192,764 Net Decrease in Cash and Cash Equivalents (398,437) (295,656) Cash and Cash Equivalents at Beginning of Year 490,377 730,539 ----------- ----------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 91,940 $ 434,883 =========== =========== Supplemental Disclosures of Cash Flow Information: Cash Paid for: Interest $ 55,075 $ 90,538 Income Taxes $ 516,015 $ 356,772 The accompanying notes are an integral part of the financial statements. 3 DECORATOR INDUSTRIES, INC. NOTES TO FINANCIAL STATEMENTS THIRTY-NINE WEEKS ENDED SEPTEMBER 30, 2006 AND OCTOBER 1, 2005 (UNAUDITED) NOTE 1. In the opinion of management, the accompanying unaudited financial statements contain all adjustments necessary to present fairly the Company's financial position as of September 30, 2006, the changes therein for the thirty-nine week period then ended and the results of operations for the thirty-nine week periods ended September 30, 2006 and October 1, 2005. NOTE 2. The financial statements included in the Form 10-Q are presented in accordance with the requirements of the form and do not include all of the disclosures required by accounting principles generally accepted in the United States of America. For additional information, reference is made to the Company's annual report on Form 10-K for the year ended December 31, 2005. The results of operations for the thirty-nine week periods ended September 30, 2006 and October 1, 2005 are not necessarily indicative of operating results for the full year. NOTE 3. INVENTORIES Inventories at September 30, 2006 and December 31, 2005 consisted of the following: September 30, 2006 December 31, 2005 ------------------ ----------------- Raw Material and Supplies $5,994,411 $4,982,121 In Process and Finished Goods 732,733 818,432 ---------- ---------- Total Inventory $6,727,144 $5,800,553 ========== ========== NOTE 4. EARNINGS PER SHARE Basic earnings per share is computed by dividing net income by weighted-average number of shares outstanding. Diluted earnings per share includes the dilutive effect of stock options, except for the thirteen weeks ended September 30, 2006, in which the effect of stock options is antidilutive. In accordance with SFAS No. 128, the following is a reconciliation of the numerators and denominators of the basic and diluted EPS computations: For the Thirteen Weeks Ended For the Thirty-Nine Weeks Ended -------------------------------------- ------------------------------------ September 30, 2006 October 1, 2005 September 30, 2006 October 1, 2005 ------------------ --------------- ------------------ --------------- Numerator: Net income $ (186,881) $ 347,052 $ 673,771 $1,006,705 =========== ========== ========== ========== Denominator: Weighted-average number of common shares outstanding 2,996,241 2,882,788 2,977,424 2,871,720 Dilutive effect of stock options on net income 0 96,533 53,439 124,726 ----------- ---------- ---------- ---------- 2,996,241 2,979,321 3,030,863 2,996,446 =========== ========== ========== ========== Diluted earnings per share: $ (0.06) $ 0.12 $ 0.22 $ 0.34 =========== ========== ========== ========== 4 NOTE 5. STOCK BASED EMPLOYEE COMPENSATION In December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 123 (revised 2004) "Share Based Payment" ("SFAS No. 123(R))". This standard revised the original SFAS No. 123 by requiring the expensing of stock options. The Company began recording the expense of stock options in its financial statements effective January 1, 2006. For fiscal years 2005 and prior, the Company used the original provisions of SFAS No. 123. The Company assumes no tax benefit under SFAS 123(R), as all of its stock options qualify as incentive stock options, and do not qualify for a tax deduction unless there is a disqualifying disposition. In accordance with the previous provisions of SFAS No. 123, the Company followed the intrinsic value based method of accounting as prescribed by APB 25, "Accounting for Stock Issued to Employees", for its stock-based compensation. Accordingly, no compensation cost was recognized prior to December 31, 2005. At September 30, 2006, the Company had options outstanding under one fixed stock option plan. If the Company had elected to recognize compensation expense in prior years for options granted based on their fair values at the grant dates, consistent with SFAS No. 123(R), net income and earnings per share would have been reported as follows: For the Thirteen Weeks Ended For the Thirty-Nine Weeks Ended -------------------------------------- --------------------------------------- September 30, 2006 October 1, 2005 September 30, 2006 October 1, 2005 ------------------ --------------- ------------------ --------------- Net Income, as reported $ (186,881) $ 347,052 $ 673,771 $ 1,006,705 Deduct: value of stock-based employee compensation earned but not recorded in the Statements of Earnings -- (18,644) -- (55,904) ----------- ----------- ----------- ------------- Pro forma net income $ (186,881) $ 328,408 $ 673,771 $ 950,801 =========== =========== =========== ============= Earnings per share: Basic: as reported $ (0.06) $ 0.12 $ 0.23 $ 0.35 Basic: pro forma $ (0.06) $ 0.11 $ 0.23 $ 0.33 Diluted: as reported $ (0.06) $ 0.12 $ 0.22 $ 0.34 Diluted: pro forma $ (0.06) $ 0.11 $ 0.22 $ 0.32 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. CAUTIONARY STATEMENT: THIS QUARTERLY REPORT ON FORM 10-Q MAY CONTAIN STATEMENTS RELATING TO FUTURE EVENTS, INCLUDING RESULTS OF OPERATIONS, THAT ARE CONSIDERED "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. FORWARD-LOOKING STATEMENTS REPRESENT THE COMPANY'S EXPECTATIONS OR BELIEF AS TO FUTURE EVENTS AND, BY THEIR VERY NATURE, ARE SUBJECT TO RISKS AND UNCERTAINTIES WHICH MAY RESULT IN ACTUAL EVENTS DIFFERING MATERIALLY FROM THOSE ANTICIPATED. IN PARTICULAR, FUTURE OPERATING RESULTS AND FUTURE LIQUIDITY WILL BE AFFECTED BY THE LEVEL OF DEMAND FOR RECREATIONAL VEHICLES, MANUFACTURED HOUSING AND HOTEL/MOTEL ACCOMMODATIONS AND MAY BE AFFECTED BY CHANGES IN ECONOMIC CONDITIONS, INTEREST RATE FLUCTUATIONS, COMPETITIVE PRODUCTS AND PRICING PRESSURES WITHIN THE COMPANY'S MARKETS, THE COMPANY'S ABILITY TO CONTAIN ITS MANUFACTURING COSTS AND EXPENSES, AND OTHER FACTORS. FORWARD-LOOKING STATEMENTS BY THE COMPANY SPEAK ONLY AS OF THE DATE MADE, AND THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE OR REVISE SUCH STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS. FINANCIAL CONDITION The Company's financial ratios changed as illustrated below. The financial condition remains strong, and the long-term debt to total capitalization ratio remained low at 8.82% September 30, 2006 December 31, 2005 ------------------ ----------------- Current Ratio 1.99:1 2.20:1 Quick Ratio 0.88:1 1.06:1 LT Debt to Total Capital 8.82% 8.25% Working Capital $6,013,407 $6,092,349 In May 2006, the Company entered into a new line-of-credit agreement with Wachovia Bank. This agreement replaces the previous agreement that the Company had with Washington Mutual Bank. The agreement with Wachovia provides for a revolving line of credit of up to $5,000,000, and expires in June 2009. The terms and conditions of the new line are similar to the previous line-of-credit. In addition, the Company may borrow an additional $1,000,000 up until June 30, 2007 as a term loan with a thirty-six month amortization. At September 30, 2006, the Company had $334,000 in outstanding borrowings on its line-of-credit. The Company expects to use its line of credit from time to time throughout 2006. In January 2004, the Company began assigning certain account receivables under a "Receivables Servicing and Credit Approved Receivables Purchasing Agreement" with CIT Group/Commercial Services Inc. Only receivables from sales to the hospitality industry may be assigned to CIT. Under the agreement CIT provides credit checking, credit approval, and collection responsibilities for the assigned receivables. If CIT approves an order from a hospitality customer and the resulting receivables are not paid or disputed by the customer within ninety days of sale, CIT will pay the receivable to the Company and assume ownership of the receivable. CIT begins collection efforts for the assigned receivables (both approved and not approved) when they are due (hospitality sales are made on Net 30 terms). Hospitality customers are instructed to make payments directly to CIT and CIT then wires collected funds to the Company. The Company pays CIT six-tenths of a percent of all assigned receivables. Management believes this cost is mostly offset by reductions in Bad Debt expense and collection costs. The Company entered into this arrangement to take advantage of CIT's extensive credit checking and collection capabilities. Management believes this arrangement has improved liquidity. 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. (continued) Days sales outstanding in accounts receivable were 30.9 days at September 30, 2006 compared to 37.3 days at October 1, 2005. Net accounts receivable decreased by $967,099 from October 1, 2005 to September 30, 2006, which is mostly due to lower days sales outstanding for the thirteen weeks ended September 30, 2006 when compared to the same period of the prior year. Inventories increased by $1,170,685 for the same period. Management expects to reduce inventory balances by year-end. Capital expenditures were $2,331,569 for the thirty-nine weeks ended September 30, 2006, compared to $372,077 for the same period of the prior year. The major reason for this increase was $379,819 in expenditures in the current year to purchase a building previously leased by the Company's Red Bay, Alabama operation, in addition to $1,037,887 in costs to expand the Red Bay facility and to build a new Company owned facility in Abbotsford, Wisconsin. These items were construction in progress at September 30, 2006. A new financial software package was also capitalized at a cost of $409,480. Management does not foresee any events which will adversely affect its liquidity during 2006. SALES BY MARKET The following table represents net sales to each of the three different markets that the Company serves for the thirteen and thirty-nine week periods ended September 30, 2006 and October 1, 2005: (dollars in thousands) For the Thirteen Weeks Ended For the Thirty-Nine Weeks Ended -------------------------------------- -------------------------------------- September 30, 2006 October 1, 2005 September 30, 2006 October 1, 2005 ------------------ ---------------- ------------------ ---------------- Net % of Net % of Net % of Net % of Sales total Sales total Sales total Sales total ------- --- ------- --- ------- --- ------- --- Recreational Vehicle $ 7,389 59% $ 7,227 57% $24,766 60% $21,579 56% Manufactured Housing 2,260 18% 2,647 21% 7,610 18% 7,775 20% Hospitality 2,820 23% 2,723 22% 9,234 22% 8,951 24% ------- --- ------- --- ------- --- ------- --- Total Net Sales $12,469 100% $12,597 100% $41,610 100% $38,305 100% ======= ======= ======= ======= 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. (continued) RESULTS OF OPERATIONS THIRTEEN WEEK PERIOD ENDED SEPTEMBER 30, 2006, (THIRD QUARTER 2006) COMPARED TO THIRTEEN WEEK PERIOD ENDED OCTOBER 1, 2005, (THIRD QUARTER 2005) The following table shows a comparison of the results of operations between Third Quarter 2006 and Third Quarter 2005: Third Quarter % Third Quarter % $ Increase 2006 of Sales 2005 of Sales (Decrease) % Change ------------- -------- ------------- -------- ----------- -------- Net Sales $ 12,469,174 100% $ 12,597,173 100% $(127,999) -1.0% Cost of Products Sold 10,715,218 85.9% 10,098,594 80.2% 616,624 6.1% ------------ ---- ------------ ---- --------- Gross Profit 1,753,956 14.1% 2,498,579 19.8% (744,623) -29.8% Selling and Administrative Expenses 2,069,259 16.6% 1,937,602 15.4% 131,657 6.8% ------------ ---- ------------ ---- --------- Operating (Loss)/Income (315,303) -2.5% 560,977 4.4% (876,280) -156.2% Other Income (Expense) Interest, Investment and Other Income 32,866 0.2% 23,866 0.2% 9,000 37.7% Interest Expense (24,444) -0.2% (17,791) -0.1% (6,653) 37.4% ------------ ---- ------------ ---- --------- Earnings Before Income Taxes (306,881) -2.5% 567,052 4.5% (873,933) -154.1% Provision for Income Taxes (120,000) -1.0% 220,000 1.7% (340,000) -154.5% ------------ ---- ------------ ---- --------- NET (LOSS)/INCOME $ (186,881) -1.5% $ 347,052 2.8% $(533,933) -153.8% ============ ==== ============ ==== ========= Net sales for the Third Quarter 2006 were $12,469,174, compared to $12,597,173 for the same period in the previous year, a 1.0% decrease. Sales to the Company's recreational vehicle customers increased 2.2% in Third Quarter 2006 when compared to the same period of the prior year. The recreational vehicle industry reported a 5.0% decrease in shipments during the Third Quarter 2006 compared to the same period of the prior year. Sales to the Company's manufactured housing customers decreased 14.6% in the Third Quarter 2006 when compared to the same period of the prior year. The manufactured housing industry reported decreased shipments by 18.4% over the same period. Sales to the Company's hospitality customers increased 3.6%. Cost of products sold increased to 85.9% in the Third Quarter 2006 compared to 80.2% a year ago. The major reasons for the increase was an unusually high increase in the Company's reserve for inventory obsolescence of $382,000 and higher costs of material and labor as a percentage of sales. The obsolescence charge, amounting to 3.1% of net sales, was unusually high and comprises materials that do not have ongoing placements in our customers' current programs. 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. (continued) Selling and administrative expenses were $2,069,259 in the Third Quarter 2006 versus $1,937,602 in the Third Quarter 2005. An increase in the allowance for bad debts, advertising expenses for the hospitality market, the recognition of stock option expense (non-cash), and depreciation on the Company's new financial software package were major factors contributing to this increase. The percentage of selling and administrative expenses to net sales increased from 15.4% to 16.6% as a result of the higher costs and somewhat lower volume. Interest expense was $24,444 in the Third Quarter 2006 compared to $17,791 in the Third Quarter 2005. Higher interest rates on the Company's variable rate obligations in 2006 as well as borrowings on the Company's line of credit contributed to this increase. Net loss was $186,881, in the Third Quarter of 2006 compared to net income of $347,052 in the Third Quarter 2005, a difference of $533,933. Net income in the Third Quarter 2006 was lower due to lower sales, higher cost of goods sold and increases in administrative costs. Diluted earnings per share decreased from $0.12 during the Third Quarter 2005 to a loss of $0.06 during the Third Quarter 2006. THIRTY-NINE WEEK PERIOD ENDED SEPTEMBER 30, 2006, (FIRST NINE MONTHS 2006) COMPARED TO THIRTY-NINE WEEK PERIOD ENDED OCTOBER 1, 2005, (FIRST NINE MONTHS 2005) The following table shows a comparison of the results of operations between First Nine Months 2006 and First Nine Months 2005: First First Nine Months % Nine Months % $ Increase 2006 of Sales 2005 of Sales (Decrease) % Change ------------ -------- ----------- -------- ----------- -------- Net Sales $ 41,610,158 100% $ 38,304,507 100% $ 3,305,651 8.6% Cost of Products Sold 34,165,199 82.1% 30,615,829 79.9% 3,549,370 11.6% ------------ ---- ------------ ---- ----------- Gross Profit 7,444,959 17.9% 7,688,678 20.1% (243,719) -3.2% Selling and Administrative Expenses 6,409,928 15.4% 6,084,010 15.9% 325,918 5.4% ------------ ---- ------------ ---- ----------- Operating Income 1,035,031 2.5% 1,604,668 4.2% (569,637) -35.5% Other Income (Expense) Interest, Investment and Other Income 90,993 0.2% 64,025 0.2% 26,968 42.1% Interest Expense (62,253) -0.2% (58,988) -0.2% (3,265) 5.5% ------------ ---- ------------ ---- ----------- Earnings Before Income Taxes 1,063,771 2.5% 1,609,705 4.2% (545,934) -33.9% Provision for Income Taxes 390,000 0.9% 603,000 1.6% (213,000) -35.3% ------------ ---- ------------ ---- ----------- NET INCOME $ 673,771 1.6% $ 1,006,705 2.6% $ (332,934) -33.1% ============ ==== ============ ==== =========== 9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. (continued) Net sales for the First Nine Months 2006 were $41,610,158, compared to $38,304,507 for the same period in the previous year, an 8.6% increase. Sales to the Company's recreational vehicle customers increased 14.8% in the First Nine Months 2006 when compared to the same period of the prior year. The recreational vehicle industry reported an 8.0% increase in shipments during the first nine months of 2006 compared to the same period of the prior year. Sales to the Company's manufactured housing customers decreased 2.1% in the First Nine Months 2006 when compared to the same period of the prior year. The manufactured housing industry decreased shipments by 5.3% over the same period. Sales to the Company's hospitality customers increased 3.2%. Cost of products sold increased to 82.1% in the First Nine Months 2006 compared to 79.9% a year ago. The major reason for the increase in this percentage was an increase in inventory reserves and higher costs of some materials and an increase in the percentage of labor costs to sales, partially offset by a lower percentage for factory overhead due to fixed expenses being spread over a higher sales volume. Selling and administrative expenses were $6,409,928 in the First Nine Months 2006 versus $6,084,010 in the First Nine Months 2005. The First Nine Months 2005 included a pre-tax charge of $165,647 resulting from the Company's decision to convert its financial systems to a different software platform. Without this charge, selling and administrative expenses would have increased by $491,565. Higher salaries and wages, computer implementation costs, advertising expenditures for the hospitality market, and the recognition of stock option expense (non-cash) were the major factors contributing to this increase. The percentage of selling and administrative expenses to net sales decreased from 15.9% to 15.4% as fixed expenses were spread over a higher sales volume. Interest expense increased to $62,253 in the First Nine Months 2006 from $58,988 in the First Nine Months 2005, mainly due to higher interest rates on the Company's variable rate obligations. Net income was $673,771 in the First Nine Months of 2006 compared to $1,006,705 in the First Nine Months of 2005, a decrease of 33.1%. This decrease is the result of higher cost of products sold and increases in selling and administrative expenses during the First Nine Months 2006 when compared to the same period of the prior year. Diluted earnings per share decreased from $0.34 during the First Nine Months 2005 to $0.22 during the First Nine Months 2006. EBITDA EBITDA represents income before income taxes, interest expense, depreciation and amortization and is an approximation of cash flow from operations before tax. The Company uses EBITDA as an internal measure of performance and believes it is a useful and commonly used measure of financial performance in addition to income before taxes and other profitability measures under U.S. Generally Accepted Accounting Principles ("GAAP"). EBITDA is not a measure of performance under GAAP. EBITDA should not be construed as an alternative to operating income and income before taxes as an indicator of the Company's operations in accordance with GAAP. Nor is EBITDA an alternative to cash flow from operating activities in accordance with GAAP. The Company's definition of EBITDA can differ from that of other companies. 10 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. (continued) The following table reconciles Net Income, the most comparable measure under GAAP, to EBITDA for the thirteen and thirty-nine week periods ended September 30, 2006 and October 1, 2005: For the Thirteen Weeks Ended For the Thirty-Nine Weeks Ended ------------------------------------- ------------------------------------- September 30, 2006 October 1, 2005 September 30, 2006 October 1, 2005 ------------------ --------------- ------------------ --------------- Net (Loss)/Income $(186,881) $347,052 $ 673,771 $1,006,705 Add: Interest 24,444 17,791 62,253 58,988 Taxes (120,000) 220,000 390,000 603,000 Depreciation & Amortization 369,840 350,930 1,076,306 1,084,040 Loss on Disposal of Assets 1,064 4,228 339 164,850 --------- -------- ---------- ---------- EBITDA $ 88,467 $940,001 $2,202,669 $2,917,583 ========= ======== ========== ========== Item 4. Controls and Procedures. (a) The Company's principal executive officer and principal financial officer have reviewed the Company's disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of September 30, 2006 and have concluded that they were adequate and effective. (b) During the most recent fiscal quarter, there were no changes in the Company's internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. 11 PART II - OTHER INFORMATION Item 6. Exhibits The following exhibits are filed herewith: 31.1 - Certification of Chief Executive Officer and President 31.2 - Certification of Chief Financial Officer 32 - Certificate required by 18 U.S.C.ss.1350. 12 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. DECORATOR INDUSTRIES, INC. (Registrant) Date: November 14, 2006 By: /s/ William A. Bassett ----------------- --------------------------------------- William A. Bassett, Chief Executive Officer and President Date: November 14, 2006 By: /s/ Michael K. Solomon ----------------- --------------------------------------- Michael K. Solomon, Chief Financial Officer 13