-----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, V8FuIqWAqAKJKmpAMpv2YpglstyPINS15WcofeZeVGTUrCd6FercQ+R3V3NqDOsE pn/lJYvJps+J+xjuwDWvPw== 0001116502-05-001114.txt : 20050517 0001116502-05-001114.hdr.sgml : 20050517 20050516183311 ACCESSION NUMBER: 0001116502-05-001114 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20050402 FILED AS OF DATE: 20050517 DATE AS OF CHANGE: 20050516 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: 05836625 BUSINESS ADDRESS: STREET 1: 10011 PINES BLVD SUITE 201 CITY: PEMBROKE PINES STATE: FL ZIP: 33024 BUSINESS PHONE: 3054368909 10-Q 1 dec10q.txt REPORT ENDED 4-02-2005 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 2, 2005 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 16, 2005 ------------------- --------------------------- Common Stock, Par Value $.20 Per Share 2,879,829 PART I - FINANCIAL INFORMATION Item 1. Financial Statements. - ------- -------------------- DECORATOR INDUSTRIES, INC BALANCE SHEETS
ASSETS April 2, January 1, ------ 2005 2005 ---- ---- (UNAUDITED) CURRENT ASSETS: Cash and Cash Equivalents $ 327,644 $ 730,539 Accounts Receivable, less allowance for doubtful accounts ($149,077 and $144,077) 4,459,312 3,464,674 Inventories 5,064,714 5,113,651 Other Current Assets 572,097 588,853 ----------- ----------- TOTAL CURRENT ASSETS 10,423,767 9,897,717 ----------- ----------- Property and Equipment Land, Buildings & Improvements 7,248,967 7,250,064 Machinery, Equipment, Furniture & Fixtures 6,518,667 6,482,534 ----------- ----------- Total Property and Equipment 13,767,634 13,732,598 Less: Accumulated Depreciation and Amortization 6,068,783 5,874,855 ----------- ----------- Net Property and Equipment 7,698,851 7,857,743 ----------- ----------- Goodwill, less accumulated Amortization of $1,348,569 2,731,717 2,731,717 Identifiable intangible asset, less accumulated Amortization of $773,713 and $611,713 3,121,278 3,283,278 Other Assets 189,816 191,622 ----------- ----------- TOTAL ASSETS $24,165,429 $23,962,077 =========== =========== LIABILITIES & STOCKHOLDERS' EQUITY ---------------------------------- CURRENT LIABILITIES: Accounts Payable $ 2,929,149 $ 2,539,252 Current Maturities of Long-term Debt 177,317 170,709 Checks Issued but Not Yet Presented 562,217 -- Accrued Expenses: Compensation 733,659 1,016,262 Acquisition Liability -- 1,067,472 Other 1,079,770 936,146 ----------- ----------- TOTAL CURRENT LIABILITIES 5,482,112 5,729,841 ----------- ----------- Long-Term Debt 1,776,730 1,752,568 Deferred Income Taxes 657,000 680,000 ----------- ----------- TOTAL LIABILITIES 7,915,842 8,162,409 ----------- ----------- Stockholders' Equity Common Stock $.20 par value: Authorized shares, 10,000,000; Issued shares, 4,524,202 and 4,489,728 904,840 897,946 Paid-in Capital 1,505,670 1,423,275 Retained Earnings 21,965,460 21,633,044 ----------- ----------- 24,375,970 23,954,265 Less: Treasury stock, at cost: 1,654,453 and 1,660,197 shares 8,126,383 8,154,597 ----------- ----------- TOTAL STOCKHOLDERS' EQUITY 16,249,587 15,799,668 ----------- ----------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $24,165,429 $23,962,077 =========== ===========
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 2, 2005 April 3, 2004 ------------- ------------- Net Sales $ 12,431,382 100.00% $ 12,792,048 100.00% Cost of Products Sold 9,829,683 79.07% 10,508,820 82.15% ------------ ------------ Gross Profit 2,601,699 20.93% 2,283,228 17.85% Selling and Administrative Expenses 1,943,457 15.63% 1,955,023 15.28% ------------ ------------ Operating Income 658,242 5.30% 328,205 2.57% Other Income (Expense) Interest and Investment Income 17,293 0.14% 27,441 0.21% Interest Expense (22,199) -0.18% (26,762) -0.21% ------------ ------------ Earnings Before Income Taxes 653,336 5.26% 328,884 2.57% Provision for Income Taxes 235,000 1.89% 128,000 1.00% ------------ ------------ NET INCOME $ 418,336 3.37% $ 200,884 1.57% ============ ============ EARNINGS PER SHARE BASIC $ 0.15 $ 0.07 ============ ============ DILUTED $ 0.14 $ 0.07 ============ ============ Weighted Average Number of Shares Outstanding Basic 2,852,270 2,805,963 Diluted 2,994,455 2,928,728
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 2, 2005 April 3, 2004 -------------- ------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ 418,336 $ 200,884 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities Depreciation and Amortization 365,332 314,758 Provision for Losses on Accounts Receivable 5,000 -- Deferred Taxes (32,000) 14,000 Loss/(Gain) on Disposal of Assets 5,707 (584) Increase (Decrease) from Changes in: Accounts Receivable (999,638) (1,440,355) Inventories 48,937 (22,462) Prepaid Expenses 25,756 (100,999) Other Assets 1,806 211,724 Accounts Payable 389,897 1,630,541 Accrued Expenses (138,979) (17,065) ----------- ----------- NET CASH PROVIDED BY OPERATING ACTIVITIES 90,154 790,442 ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Net cash paid for acquisitions (1,067,472) (3,888,842) Capital Expenditures (50,847) (455,157) Proceeds from Property Dispositions 700 1,150 ----------- ----------- NET CASH USED IN INVESTING ACTIVITIES (1,117,619) (4,342,849) ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Long-term Debt Payments (42,554) (42,300) Dividend Payments (85,920) (84,318) Change in Checks Issued but Not Yet Presented 562,217 -- Proceeds from Exercise of Stock Options 100,003 -- Net Borrowings under Line-of-Credit Agreement 73,324 -- Issuance of Stock for Directors Trust 17,500 12,500 ----------- ----------- NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 624,570 (114,118) Net Decrease in Cash and Cash Equivalents (402,895) (3,666,525) Cash and Cash Equivalents at Beginning of Year 730,539 3,991,631 ----------- ----------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 327,644 $ 325,106 =========== =========== Supplemental Disclosures of Cash Flow Information: Cash Paid for: Interest $ 59,398 $ 13,865 Income Taxes $ 19,923 $ 21,468 The accompanying notes are an integral part of the financial statements. 3 DECORATOR INDUSTRIES, INC. NOTES TO FINANCIAL STATEMENTS THIRTEEN WEEKS ENDED APRIL 2, 2005 AND APRIL 3, 2004 (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 2, 2005, the changes therein for the thirteen week period then ended and the results of operations for the thirteen week periods ended April 2, 2005 and April 3, 2004. 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 1, 2005. The results of operations for the thirteen week periods ended April 2, 2005 and April 3, 2004 are not necessarily indicative of operating results for the full year. NOTE 3. INVENTORIES ----------- Inventories at April 2, 2005 and January 1, 2005 consisted of the following: April 2, January 1, 2005 2005 ---------- ---------- Raw Material and supplies $4,376,235 $4,438,916 In Process and Finished Goods 688,479 674,735 ---------- ---------- Total Inventory $5,064,714 $5,113,651 ========== ========== 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 2, April 3, 2005 2004 ---------- ---------- Numerator: Net income $ 418,336 $ 200,884 ========== ========== Denominator: Weighted-average number of common shares outstanding 2,852,270 2,805,963 Dilutive effect of stock options on net income 142,185 122,765 ---------- ---------- 2,994,455 2,928,728 ========== ========== Diluted earnings per share: $ 0.14 $ 0.07 ========== ========== 4 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 improved as illustrated below. The financial condition remains strong, and the long-term debt to total capitalization ratio remained low at 9.86% April 2, 2005 January 1, 2005 ------------- --------------- Current Ratio 1.90:1 1.73:1 Quick Ratio 0.98:1 0.83:1 LT Debt to Total Capital 9.86% 9.98% Working Capital $4,941,655 $4,167,876 The Company paid $1,067,472 (plus accrued interest) in January 2005 relating to the January 2004 acquisition of Fleetwood Enterprises, Inc.'s drapery operation in Douglas, Georgia. This payment represented the final payment of the purchase price due to Fleetwood. The Company drew on its line of credit to make this payment. At April 2, 2005, the Company had an outstanding borrowing on its line of credit of $73,324, and this amount was paid off during April 2005. The Company expects to use its line of credit periodically in 2005. 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. 5 Item 2. Management's Discussion and Analysis of Financial Condition and - ------- --------------------------------------------------------------- Results of Operations. (continued) ---------------------------------- Days sales outstanding in accounts receivable were 31.8 days at April 2, 2005 compared to 34.3 days at April 3, 2004. The improvement was due to shorter terms arising from the Company's exclusive supply agreement with Fleetwood, the CIT receivables servicing agreement, and improvement in collection efforts. Net accounts receivable decreased by $500,461 and inventories decreased by $338,259 from April 3, 2004 to April 2, 2005. Capital expenditures were $50,847 for the quarter ended April 2, 2005, compared to $455,157 for the same period of the prior year. The prior year expenditures included a building addition to the Company's Elkhart, Indiana facility of $256,982, which increased the Company's pleated shade capacity. Management does not foresee any events which will adversely affect its liquidity during 2005. SALES BY MARKET - --------------- The following table represents net sales to each of the three different markets that the Company serves for the thirteen week periods ended April 2, 2005 and April 3, 2004: (dollars in thousands) For the Thirteen Weeks Ended -------------------------------------------- April 2, 2005 April 3, 2004 ------------------- ------------------- Net % of Net % of Sales total Sales total ------- ------- ------- ------- Recreational Vehicle $ 7,291 59% $ 8,251 64% Manufactured Housing 2,457 20% 2,242 18% Hospitality 2,683 21% 2,299 18% ------- ----- ------- ---- Total Net Sales $12,431 100% $12,792 100% ======= ======= 6 Item 2. Management's Discussion and Analysis of Financial Condition and - ------- --------------------------------------------------------------- Results of Operations. (continued) ---------------------------------- RESULTS OF OPERATIONS - --------------------- THIRTEEN WEEK PERIOD ENDED APRIL 2, 2005, (FIRST QUARTER 2005) COMPARED TO - -------------------------------------------------------------------------- THIRTEEN WEEK PERIOD ENDED APRIL 3, 2004, (FIRST QUARTER 2004) - -------------------------------------------------------------- The following table shows a comparison of the results of operations between First Quarter 2005 and First Quarter 2004:
First Quarter % First Quarter % $ Increase 2005 of Sales 2004 of Sales (Decrease) % Change ------------ -------- ------------ -------- ---------- -------- Net Sales $ 12,431,382 100% $ 12,792,048 100% $ (360,666) -2.8% Cost of Products Sold 9,829,683 79.1% 10,508,820 82.2% (679,137) -6.5% ------------ ------ ------ ----- ------ Gross Profit 2,601,699 20.9% 2,283,228 17.8% 318,471 13.9% Selling and Administrative Expenses 1,943,457 15.6% 1,955,023 15.3% (11,566) -0.6% ------------ ------ ------------ ------ ---------- Operating Income 658,242 5.3% 328,205 2.5% 330,037 100.6% Other Income (Expense) Interest, Investment and Other Income 17,293 0.2% 27,441 0.3% (10,148) -37.0% Interest Expense (22,199) -0.2% (26,762) -0.2% 4,563 -17.1% ------------ ------- ------------ ------ ---------- Earnings Before Income Taxes 653,336 5.3% 328,884 2.6% 324,452 98.7% Provision for Income Taxes 235,000 1.9% 128,000 1.0% 107,000 83.6% ------------ ------ ------------ ------ ---------- NET INCOME $ 418,336 3.4% $ 200,884 1.6% $ 217,452 108.2% ============ ====== ============ ======= ==========
Net sales for the First Quarter 2005 were $12,431,382, compared to $12,792,048 for the same period in the previous year, a 2.8% decrease. This is due to an 11.6% drop in sales to the Company's recreational vehicle customers, partially offset by increases of 9.6% and 16.7% to the Company's manufactured housing and hospitality customers, respectively. The recreational vehicle industry reported mixed results for the first quarter, with travel trailer shipments increasing by 10% and motor home shipments decreasing by 10% from a year earlier. Total combined recreational vehicle industry shipments increased 6% for the quarter. The manufactured housing industry reported that shipments for the first quarter increased by 8% from a year ago. Cost of products sold decreased to 79.1% in the First Quarter 2005 compared to 82.2% a year ago. The major reasons for the decrease in this percentage were the higher costs of production during the prior year at the Douglas, Georgia facility acquired from Fleetwood and the transition costs incurred by the Company to re-distribute most of the acquired business to its other facilities during the prior year. Without these expenses, the cost of goods sold percentage would have been 79.8% for the First Quarter 2004. Selling and administrative expenses were $1,943,457 in the First Quarter 2005 versus $1,955,023 in the First Quarter 2004. The percentage of selling and administrative expenses to net sales increased from 15.3% to 15.6% as fixed expenses were spread over a lower sales volume. Interest expense decreased to $22,199 in the First Quarter 2005 from $26,762 in the First Quarter 2004, mostly because of the interest on the Fleetwood liability was outstanding for a shorter period of time during First Quarter 2005 than in the prior year. 7 Item 2. Management's Discussion and Analysis of Financial Condition and - ------- --------------------------------------------------------------- Results of Operations. (continued) ---------------------------------- Net income increased to $418,336 in the First Quarter of 2005 compared to $200,884 in the First Quarter of 2004. This increase is largely the result of expenses related to the Fleetwood acquisition incurred in the same period of the prior year, partially offset by slightly reduced sales in the current year. The Company also received an income tax benefit of approximately $27,000 due to exercises of employee stock options. Diluted earnings per share increased from $0.07 per share during the First Quarter 2004 to $0.14 per share during the First Quarter 2005. 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 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. The following table reconciles Net Income, the most comparable measure under GAAP, to EBITDA for the first quarters of fiscal 2005 and 2004: For the Thirteen Weeks Ended ----------------------------- April 2, April 3, 2005 2004 ---------- ---------- Net Income $ 418,336 $ 200,884 Add: Interest 22,199 26,762 Taxes 235,000 128,000 Depreciation & Amortiztion 365,332 314,758 ---------- ---------- EBITDA $1,040,867 $ 670,404 ========== ========== 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 April 2, 2005 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. 8 PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K. - ------- --------------------------------- (a) Exhibits: --------- 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. (b) The Company filed a report on Form 8-K on March 2, 2005 for the purpose of furnishing the Company's March 1, 2005 press release announcing the results for the fiscal quarter and fiscal year ended January 1, 2005. The Company filed a report on Form 8-K on March 30, 2005 for the purpose of furnishing the Company's March 29, 2005 press release regarding the restatement of its results of operations for its fiscal year 2004. 9 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 16, 2005 By: /s/ William A. Bassett ------------ ---------------------- William A. Bassett, Chief Executive Officer and President Date: May 16, 2005 By: /s/ Michael K. Solomon ------------ ---------------------- Michael K. Solomon, Chief Financial Officer 10 EX-31.1 2 ex311bassett.txt CERT BASSETT EXHIBIT 31.1 I, William A. Bassett, Chief Executive Officer and 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 reasonably 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 16, 2005 By: /s/ William A. Bassett ------------ ----------------------- William A. Bassett, Chief Executive Officer and President EX-31.2 3 ex312solomon.txt CERTSOLOMON EXHIBIT 31.2 I, Michael K. Solomon, Chief Financial Officer, 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 reasonably 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 16, 2005 By: /s/ Michael K. Solomon ------------ ------------------------------------------- Michael K. Solomon, Chief Financial Officer EX-32 4 ex32cert.txt CERTBOTH EXHIBIT 32 CERTIFICATION REQUIRED BY 18 U.S.C.SS.1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the quarterly report of Decorator Industries, Inc. ("the Company") on Form 10-Q for the quarterly period ended April 2, 2005, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), we, William A. Bassett, Chief Executive Officer of the Company, and Michael K. Solomon, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act oF 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: May 16, 2005 By: /s/ William A. Bassett ------------ ------------------------------------------- William A. Bassett, Chief Executive Officer and President Date: May 16, 2005 By: /s/ Michael K. Solomon ------------ ------------------------------------------- Michael K. Solomon, Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----