-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Hjy5me7f02RqJ/wv2MCmVNFbyiZ4cir0bUbnvdXyX/nX/ybtE4jCzEb239nhRuUi NLEiYC1eQr2Yx9WkG2PfXQ== 0001116502-04-001303.txt : 20040514 0001116502-04-001303.hdr.sgml : 20040514 20040514110732 ACCESSION NUMBER: 0001116502-04-001303 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20040403 FILED AS OF DATE: 20040514 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DECORATOR INDUSTRIES INC CENTRAL INDEX KEY: 0000027613 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FABRICATED TEXTILE PRODUCTS [2390] IRS NUMBER: 251001433 STATE OF INCORPORATION: PA FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-07753 FILM NUMBER: 04805195 BUSINESS ADDRESS: STREET 1: 10011 PINES BLVD SUITE 201 CITY: PEMBROKE PINES STATE: FL ZIP: 33024 BUSINESS PHONE: 3054368909 10-Q 1 decorator-10q.txt QUARTERLY REPORT 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 April 3, 2004 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 an accelerated filer (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 May 14, 2004 ------------------- --------------------------- Common Stock, Par Value $.20 Per Share 2,812,155 PART I - FINANCIAL INFORMATION Item 1. Financial Statements. DECORATOR INDUSTRIES, INC BALANCE SHEETS
April 3, January 3, 2004 2004 ----------- ----------- (UNAUDITED) ASSETS ------ CURRENT ASSETS: Cash and Cash Equivalents $ 325,106 $ 3,991,631 Accounts Receivable, less allowance for doubtful accounts ($201,094 and $200,598) 4,959,773 3,519,418 Inventories 5,402,973 4,123,397 Other Current Assets 387,284 274,285 ----------- ----------- TOTAL CURRENT ASSETS 11,075,136 11,908,731 ----------- ----------- Property and Equipment Land, Buildings & Improvements 5,636,096 5,114,341 Machinery, Equipment, Furniture & Fixtures 6,312,433 6,064,877 ----------- ----------- Total Property and Equipment 11,948,529 11,179,218 Less: Accumulated Depreciation and Amortization 5,330,680 5,157,452 ----------- ----------- Net Property and Equipment 6,617,849 6,021,766 ----------- ----------- Goodwill, less accumulated Amortization of $1,348,569 2,731,717 2,731,717 Identifiable intangible asset, less accumulated Amortization of $144,000 4,356,000 -- Other Assets 214,384 426,108 ----------- ----------- TOTAL ASSETS $24,995,086 $21,088,322 =========== =========== LIABILITIES & STOCKHOLDERS' EQUITY ---------------------------------- CURRENT LIABILITIES: Accounts Payable $ 3,509,224 $ 1,878,683 Current Maturities of Long-term Debt 166,628 166,251 Accrued Expenses: Income Taxes 237,274 -- Compensation 657,675 940,158 Acquisition Liability 1,586,371 -- Other 1,309,883 915,777 ----------- ----------- TOTAL CURRENT LIABILITIES 7,467,055 3,900,869 ----------- ----------- Long-Term Debt 1,884,155 1,926,832 Deferred Income Taxes 672,000 646,000 ----------- ----------- TOTAL LIABILITIES 10,023,210 6,473,701 ----------- ----------- Stockholders' Equity Common Stock $.20 par value: Authorized shares, 10,000,000; Issued shares, 4,485,728 897,146 897,146 Paid-in Capital 1,373,773 1,426,435 Retained Earnings 20,921,252 20,576,497 ----------- ----------- 23,192,171 22,900,078 Less: Treasury stock, at cost: 1,673,573 and 1,686,840 shares 8,220,295 8,285,457 ----------- ----------- TOTAL STOCKHOLDERS' EQUITY 14,971,876 14,614,621 ----------- ----------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $24,995,086 $21,088,322 =========== ===========
The accompanying notes are an integral part of the financial statements. 1 DECORATOR INDUSTRIES, INC STATEMENTS OF EARNINGS (UNAUDITED)
For the Thirteen Weeks Ended ---------------------------- April 3, 2004 March 29, 2003 ------------------------- ------------------------- Net Sales $ 12,792,048 100.00% $ 9,779,753 100.00% Cost of Products Sold 10,206,213 79.79% 7,709,701 78.83% ------------ ------------ Gross Profit 2,585,835 20.21% 2,070,052 21.17% Selling and Administrative Expenses 1,877,441 14.67% 1,560,724 15.96% ------------ ------------ Operating Income 708,394 5.54% 509,328 5.21% Other Income (Expense) Interest and Investment Income 27,441 0.21% 15,891 0.16% Interest Expense (26,762) (0.21)% (10,344) (0.10)% ------------ ------------ Earnings Before Income Taxes 709,073 5.54% 514,875 5.27% Provision for Income Taxes 280,000 2.19% 207,000 2.12% ------------ ------------ NET INCOME $ 429,073 3.35% $ 307,875 3.15% ============ ============ EARNINGS PER SHARE BASIC $ 0.15 $ 0.11 DILUTED $ 0.15 $ 0.11 Weighted Average Number of Shares Outstanding Basic 2,805,963 2,791,226 Diluted 2,928,728 2,807,647
The accompanying notes are an integral part of the financial statements. 2 DECORATOR INDUSTRIES, INC STATEMENTS OF CASH FLOWS (UNAUDITED)
For the Thirteen Weeks Ended ----------------------------- April 3, 2004 March 29, 2003 ------------- -------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ 429,073 $ 307,875 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities Depreciation and Amortization 333,918 176,311 Provision for Losses on Accounts Receivable -- 10,000 Deferred Taxes 14,000 (4,000) (Gain)/Loss on Disposal of Assets (584) 9,119 Increase (Decrease) from Changes in: Accounts Receivable (1,440,355) (591,116) Inventories (22,462) 629,463 Prepaid Expenses (100,999) (13,811) Other Assets 211,724 (128,016) Accounts Payable 1,630,541 107,661 Accrued Expenses 348,897 (337,715) ----------- ----------- NET CASH PROVIDED BY OPERATING ACTIVITIES 1,403,753 165,771 ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Net cash paid for acquisitions (4,502,153) -- Capital Expenditures (455,157) (53,231) Proceeds from Property Dispositions 1,150 -- ----------- ----------- NET CASH USED IN INVESTING ACTIVITIES (4,956,160) (53,231) ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Long-term Debt Payments (42,300) (31,413) Dividend Payments (84,318) (83,726) Issuance of Stock for Directors Trust 12,500 10,000 ----------- ----------- NET CASH USED IN FINANCING ACTIVITIES (114,118) (105,139) Net (Decrease) Increase in Cash and Cash Equivalents (3,666,525) 7,401 Cash and Cash Equivalents at Beginning of Year 3,991,631 2,117,762 ----------- ----------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 325,106 $ 2,125,163 =========== =========== Supplemental Disclosures of Cash Flow Information: Cash Paid for: Interest $ 13,865 $ 6,289 Income Taxes $ 21,468 $ 25,091
The accompanying notes are an integral part of the financial statements. 3 DECORATOR INDUSTRIES, INC. NOTES TO FINANCIAL STATEMENTS THIRTEEN WEEKS ENDED APRIL 3, 2004 AND MARCH 29, 2003 (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 April 3, 2004, the changes therein for the thirteen week period then ended and the results of operations for the thirteen week periods ended April 3, 2004 and March 29, 2003. 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 January 3, 2004. The results of operations for the thirteen week periods ended April 3, 2004 and March 29, 2003 are not necessarily indicative of operating results for the full year. NOTE 3. INVENTORIES Inventories at April 3, 2004 and January 3, 2004 consisted of the following: April 3, 2004 January 3, 2004 ------------- --------------- Raw Material and supplies $4,659,603 $3,506,619 In Process and Finished Goods 743,370 616,778 ---------- ---------- Total Inventory $5,402,973 $4,123,397 ========== ========== 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. 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 April 3, 2004 March 29, 2003 ------------- -------------- Numerator: Net income $ 429,073 $ 307,875 ========== ========== Denominator: Weighted-average number of common shares outstanding 2,805,963 2,791,226 Dilutive effect of stock options on net income 122,765 16,421 ---------- ---------- 2,928,728 2,807,647 ========== ========== Diluted earnings per share: $ 0.15 $ 0.11 ========== ========== 4 NOTE 5. BUSINESS ACQUISITION On January 22, 2004, the Company entered into an agreement, effective January 26, 2004, to purchase the land, building, machinery, equipment, inventory and other assets of Fleetwood Enterprises Inc.'s ("Fleetwood") drapery operation in Douglas, Georgia for a purchase price of $4 million in cash, plus an additional amount for inventory of up to $1,257,114. Payment for the inventory is due to Fleetwood on January 24, 2005 and will include interest at 4%. In connection with the acquisition, the Company and Fleetwood entered into an agreement for the Company to be the exclusive supplier of Fleetwood's drapery, bedspread, and other decor requirements for a period of six years. If, at the end of three years, Fleetwood is satisfied with the Company's performance under this agreement, it will extend the terms of this agreement an additional three years. The acquired business was engaged in the manufacture of curtains, valances, bedspreads and other decor items. Fleetwood used the acquired business to supply most of its Manufactured Housing and some of its Recreational Vehicle requirements for these items. Sales to other customers were negligible. The Company used internal funds for the purchase price paid at closing and will likely generate sufficient funds internally to satisfy the remaining obligation due in one year. At the date of closing, the Company's $5,000,000 line of credit was unused. The Company does expect to use its line of credit for working capital requirements during 2004. Fleetwood was the Company's largest customer in 2003, representing approximately 26% of total sales. The combined sales of the acquired business and the Company's to Fleetwood's Manufactured Housing and Recreational Vehicle businesses would have been approximately 36% of the Company's total sales in 2003. The total acquisition cost and liability is as follows: Total Acquisition Cost $ 6,088,524 Cash Paid through April 3, 2004 4,502,153 ----------- Acquisition Liability at April 3, 2004 $ 1,586,371 =========== 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 significantly as illustrated below. The financial condition remains strong, and the long-term debt to total capitalization ratio remained low at 11.18% April 3, 2004 January 3, 2004 ------------- --------------- Current Ratio 1.48 3.05 Quick Ratio 0.76 2.00 LT Debt to Total Capital 11.18% 11.65% Working Capital $3,608,081 $8,007,862 The change in the Company's financial ratios reflects the acquisition in January 2004 of Fleetwood's drapery operation in Douglas, Georgia. The Company paid $4,000,000 at closing and on January 24, 2005 will pay up to $1,257,114, plus interest at 4%, for inventory purchased from Fleetwood. The Company used internal funds for the purchase price paid at closing and will likely generate sufficient funds to satisfy the remaining obligation due in one year. Days sales outstanding in accounts receivable were 34.3 days at April 3, 2004, compared to 36.3 days at March 29, 2003. Net accounts receivable increased by $964,029 and inventories increased by $1,644,366 from March 29, 2003 to April 3, 2004. These increases are attributable to the acquisition of the Fleetwood Drapery operation and to the overall increase in business. Capital expenditures, excluding the assets acquired from Fleetwood, were $455,157 for the quarter ended April 3, 2004. This was primarily due to a building addition to the Company's Elkhart, Indiana facility of $256,982, which increased the Company's pleated shade capacity by 50%. Management does not foresee any events which will adversely affect its liquidity during 2004. As of April 3, 2004, the Company had no outstanding obligation on its line of credit. The Company does expect to use its line of credit for working capital requirements during 2004. The line of credit is also available to fund additional acquisitions. 6 Item 2. Management's Discussion and Analysis of Financial Condition and - ------- --------------------------------------------------------------- Results of Operations.(continued) --------------------------------- RESULTS OF OPERATIONS - --------------------- The following tables show the percentage relationship to net sales of certain items in the Company's Statements of Earnings: First First Quarter Quarter 2004 2003 ---- ---- Earnings Ratios --------------- Net sales 100.0% 100.0% Cost of products sold 79.8 78.8 Selling and administrative 14.7 16.0 Interest and investment income (0.2) (0.2) Interest expense 0.2 0.1 Income taxes 2.2 2.1 Net earnings 3.4 3.2 THIRTEEN WEEK PERIOD ENDED APRIL 3, 2004, (FIRST QUARTER 2004) COMPARED TO THIRTEEN WEEK PERIOD ENDED MARCH 29, 2003, (FIRST QUARTER 2003) - --------------------------------------------------------------- Net sales for the First Quarter 2004 were $12,792,048, compared to $9,779,753 for the same period in the previous year, a 30.8% increase. Excluding sales of about $1.1 million arising from the acquisition of Fleetwood's drapery operation, net sales of existing business increased more than 19%. Sales to the Company's recreational vehicle customers increased about 35%, compared to the same period of the prior year. This compares to an increase of 19% in factory shipments by the recreational vehicle industry for the same quarter. Sales to the Company's manufactured housing customers were essentially flat and sales to the Company's hospitality customers declined about 5% for the quarter ended April 3, 2004 compared to the same quarter of the prior year. Cost of products sold increased to 79.8% in the First Quarter 2004 compared to 78.8% a year ago. A somewhat negative impact from product mix and higher manufacturing expenses were partially offset by increased sales volumes. Selling and administrative expenses were $1,877,441 in the First Quarter 2004 versus $1,560,724 in the First Quarter 2003. The increase is largely due to amortization expense of the intangible asset resulting from the Fleetwood acquisition, higher salaries and travel expenses related to the ongoing implementation of the Company's Enterprise-Resource-Planning system, and a greater accrual for performance bonuses. As a percentage of sales, selling and administrative expenses decreased from 16.0% to 14.7% due to increased sales volume. Interest expense increased to $26,762 in the First Quarter 2004 from $10,334 in the First Quarter 2003 because of periodic borrowings on the Company's line of credit, interest on the inventory purchased from Fleetwood in January 2004, and interest on the loan secured by the Company's Elkhart, Indiana facility which was not outstanding during the First Quarter 2003. Net income increased to $429,073 in the First Quarter of 2004 compared to $307,875 in the First Quarter of 2003, an increase of 39%. This increase is largely the result of increased sales, partially offset by increased administrative expenses. The Company's EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization) increased by 52% to $1,069,753 from $701,530 in the first quarter of 2003. 7 Item 4. Controls and Procedures. - ------- ----------------------- (a) The Company's Chief Executive Officer and Chief Financial Officer have reviewed the effectiveness of the Company's disclosure controls and procedures as defined in Exchange Act Rules 13a-14(c) and 15d-14(c) within 90 days of the date of this report. These officers have concluded that the Company's disclosure controls and procedures were adequate and effective to ensure that material information relating to the financial statements has been disclosed. (b) There were no significant changes in the Company's internal controls or in other factors that could significantly affect the Company's internal controls and procedures subsequent to the review date, nor any significant deficiencies or material weaknesses in such internal controls and procedures requiring corrective actions. PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K. - ------- --------------------------------- (a) Exhibits: -------- 31.1 - Certification of President 31.2 - Certification of Treasurer 32 - Certificate required by 18 U.S.C.ss.1350. (b) The Company filed a report on Form 8-K on February 5, 2004, to announce the acquisition of Fleetwood Enterprises, Inc.'s drapery manufacturing operation in Douglas, Georgia on January 23, 2004, as well as the signing of an agreement where the Company will be the exclusive supplier of Fleetwood's drapery, bedspread, and other decor requirements for a period of six years. The Company filed a report on Form 8-K on March 4, 2004 for the purpose of furnishing the Company's March 2, 2004 press release announcing the results for the fiscal quarter and fiscal year ended January 3, 2004 8 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: May 14, 2004 By: /s/ William A. Bassett ------------ ----------------------- William A. Bassett, President Date: May 14, 2004 By: /s/ Michael K. Solomon ------------ ------------------------ Michael K. Solomon, Treasurer 9 EX-31.1 2 cert-ex311.txt CERTIFICATION EXHIBIT 31.1 I, William A. Bassett, President, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Decorator Industries, 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 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-15(e) and 15d-15(e)) for the registrant and have: (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonable likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): (a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: May 14, 2004 By: /s/ William A. Bassett -------------- ------------------------- William A. Bassett, President EX-31.2 3 cert-312.txt CERTIFICATION EXHIBIT 31.2 I, Michael K. Solomon, Treasurer, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Decorator Industries, 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 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-15(e) and 15d-15(e)) for the registrant and have: (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonable likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): (a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: May 14, 2004 By: /s/ Michael K. Solomon ------------ ----------------------------- Michael K. Solomon, Treasurer EX-32 4 cert-ex32.txt CERTIFICATION EXHIBIT 32 DECORATOR INDUSTRIES, INC. CERTIFICATE REQUIRED BY 18 U.S.C. SS.1350 CERTIFICATION As required by 18 U.S.C. ss.1350, the undersigned certify that this Report on Form 10-Q fully complies with the requirements of section 13(a) of the Securities Exchange Act of 1934, as amended, and that the information contained in this Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the registrant. Date: May 14, 2004 By: /s/ William A. Bassett ------------ ---------------------------------------- William A. Bassett, Chief Executive Officer Date: May 14, 2004 By: /s/ Michael K. Solomon ------------ ------------------------------------- Michael K. Solomon, Treasurer -----END PRIVACY-ENHANCED MESSAGE-----