-----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, JFPt9ZKvqbcQDT+SKWtWpPl972+Wdu0Ckv3a5f01KisDEaKIfdwLsflCi+Ke0Zwd lto1zdhskR60lneOepG92g== /in/edgar/work/0000797465-00-000012/0000797465-00-000012.txt : 20001018 0000797465-00-000012.hdr.sgml : 20001018 ACCESSION NUMBER: 0000797465-00-000012 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20000930 FILED AS OF DATE: 20001017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STANLEY FURNITURE CO INC/ CENTRAL INDEX KEY: 0000797465 STANDARD INDUSTRIAL CLASSIFICATION: [2511 ] IRS NUMBER: 541272589 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-14938 FILM NUMBER: 741148 BUSINESS ADDRESS: STREET 1: 1641 FAIRYSTONE PK HWY CITY: STANLEYTOWN STATE: VA ZIP: 24168 BUSINESS PHONE: 5406272000 MAIL ADDRESS: STREET 1: 1641 FAIRYSTONE PARK HGWY CITY: STANLEYTOWN STATE: VA ZIP: 24168 FORMER COMPANY: FORMER CONFORMED NAME: STANLEY INTERIORS CORP DATE OF NAME CHANGE: 19920703 10-Q 1 0001.txt 3RD QUARTER 10-Q 2000 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 September 30, 2000 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) (540) 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 the number of shares outstanding of each of the issuer's classes of common stock as of October 4, 2000. Class Number Common Stock, par value $.02 per share 6,913,531 Shares PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS
STANLEY FURNITURE COMPANY, INC. BALANCE SHEETS (In thousands, except share data) (Unaudited) September December 30, 2000 31, 1999 --------- -------- ASSETS Current assets: Cash......................................................... $ 2,265 $ 3,597 Accounts receivable, less allowances of $2,404 and $2,050.... 38,213 32,133 Inventories: Finished goods............................................. 28,619 22,393 Work-in-process............................................ 9,709 8,432 Raw materials.............................................. 14,678 12,755 -------- -------- 53,006 43,580 Prepaid expenses and other current assets.................... 1,638 1,011 Deferred income taxes........................................ 2,463 2,463 -------- -------- Total current assets....................................... 97,585 82,784 Property, plant and equipment, net............................. 71,357 72,100 Goodwill, less accumulated amortization of $3,948 and $3,696... 9,492 9,744 Other assets................................................... 5,341 5,894 -------- -------- $183,775 $170,522 ======== ======== LIABILITIES Current liabilities: Current maturities of long-term debt......................... $ 5,286 $ 5,236 Accounts payable............................................. 22,580 25,836 Accrued salaries, wages and benefits......................... 13,371 10,864 Other accrued expenses....................................... 2,153 2,317 -------- -------- Total current liabilities.................................. 43,390 44,253 Long-term debt, exclusive of current maturities................ 44,882 33,168 Deferred income taxes.......................................... 11,072 11,072 Other long-term liabilities.................................... 2,456 2,456 -------- -------- Total liabilities............................................ 101,800 90,949 -------- -------- STOCKHOLDERS' EQUITY Common stock, $.02 par value, 10,000,000 shares authorized, 6,913,531 and 7,113,635 shares issued and outstanding........ 138 142 Capital in excess of par value................................. 25,063 35,064 Retained earnings ............................................. 59,593 44,367 Stock option loans............................................. (2,819) -------- -------- Total stockholders' equity................................. 81,975 79,573 -------- -------- $183,775 $170,522 ======== ========
The accompanying notes are an integral part of the financial statements.
STANLEY FURNITURE COMPANY, INC. STATEMENTS OF INCOME (Unaudited) (In thousands, except per share data) Three Months Nine Months Ended Ended ---------------------- ----------------------- September September September September 30, 2000 25, 1999 30, 2000 25, 1999 --------- --------- --------- --------- Net sales........................................... $71,440 $65,319 $214,531 $192,364 Cost of sales....................................... 53,948 48,203 161,881 142,758 ------- ------- -------- -------- Gross profit.................................... 17,492 17,116 52,650 49,606 Selling, general and administrative expenses........ 8,429 8,400 25,417 25,051 ------- ------- -------- -------- Operating income................................ 9,063 8,716 27,233 24,555 Other expense, net.................................. (38) 28 (55) 335 Interest expense.................................... 999 872 2,925 2,619 ------- ------- -------- -------- Income before income taxes...................... 8,102 7,816 24,363 21,601 Income taxes........................................ 3,037 2,859 9,137 8,061 ------- ------- -------- -------- Net income...................................... $ 5,065 $ 4,957 $ 15,226 $ 13,540 ======= ======= ======== ======== Earnings per share: Basic............................................. $ .71 $ .69 $ 2.12 $ 1.90 ======= ======= ======== ======== Diluted........................................... $ .68 $ .64 $ 2.02 $ 1.74 ======= ======= ======== ======== Weighted average shares outstanding: Basic............................................. 7,130 7,141 7,178 7,125 ======= ======= ======== ======== Diluted........................................... 7,434 7,762 7,549 7,804 ======= ======= ======== ========
The accompanying notes are an integral part of the financial statements.
STANLEY FURNITURE COMPANY, INC. STATEMENTS OF CASH FLOWS (Unaudited) (In thousands) Nine Months Ended ------------------------ September September 30, 2000 25, 1999 -------- -------- Cash flows from operating activities: Cash received from customers................................... $208,546 $186,058 Cash paid to suppliers and employees........................... (189,832) (156,502) Interest paid.................................................. (3,092) (2,915) Income taxes paid, net......................................... (9,154) (6,667) -------- -------- Net cash provided by operating activities.................... 6,468 19,974 -------- -------- Cash flows from investing activities: Capital expenditures........................................... (7,685) (15,475) Other, net..................................................... (38) (157) -------- -------- Net cash used by investing activities........................ (7,723) (15,632) -------- -------- Cash flows from financing activities: Purchase and retirement of common stock........................ (12,823) (4,438) Proceeds from revolving credit facility........................ 17,000 Repayment of Senior Notes...................................... (5,236) (5,135) Proceeds from insurance policy loans........................... 639 596 Proceeds from exercised stock options.......................... 343 1,139 -------- -------- Net cash used by financing activities........................ (77) (7,838) -------- -------- Net decrease in cash........................................... (1,332) (3,496) Cash at beginning of year...................................... 3,597 6,791 -------- -------- Cash at end of period........................................ $ 2,265 $ 3,295 ======== ======== Reconciliation of net income to net cash provided by operating activities: Net income.................................................. $ 15,226 $ 13,540 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization........................... 6,061 4,566 Deferred income taxes................................... 407 Other, net.............................................. 54 131 Changes in assets and liabilities: Accounts receivable................................... (6,080) (6,121) Inventories........................................... (9,425) 4,243 Prepaid expenses and other current assets............. (1,185) (187) Accounts payable...................................... (556) 1,224 Accrued salaries, wages and benefits.................. 1,593 817 Other accrued expenses................................ 914 1,466 Other assets.......................................... (134) (112) -------- -------- Net cash provided by operating activities................... $ 6,468 $ 19,974 ======== ========
The accompanying notes are an integral part of the financial statements. STANLEY FURNITURE COMPANY, INC. NOTES TO FINANCIAL STATEMENTS (In thousands, except share and per share data) 1. Preparation of Interim Financial Statements The 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 financial statements be read in conjunction with the financial statements and accompanying notes included in Stanley's latest annual report on Form 10-K.
2. Property, Plant and Equipment (Unaudited) September December 30, 2000 31, 1999 -------- -------- Land and buildings.................................... $ 41,300 $ 35,871 Machinery and equipment............................... 75,115 62,120 Office fixtures and equipment......................... 1,830 1,732 Construction in progress.............................. 1,538 15,528 -------- -------- Property, plant and equipment, at cost............ 119,783 115,251 Less accumulated depreciation......................... 48,426 43,151 -------- -------- $ 71,357 $ 72,100 ======== ========
3. Long-Term Debt (Unaudited) September December 30, 2000 31, 1999 -------- -------- 7.28% senior notes due March 15, 2004................. $ 17,143 $ 21,429 7.57% senior note due June 30, 2005................... 6,025 6,975 7.43% senior notes due November 18, 2007.............. 10,000 10,000 Revolving credit facility............................. 17,000 -------- -------- Total........................................... 50,168 38,404 Less current maturities............................... 5,286 5,236 -------- -------- $ 44,882 $ 33,168 ======== ========
In March 2000, the Revolving Credit Facility was amended to increase the borrowing limit from $25 million to $35 million. 4. Stock Option Plan The Company maintains a stock option plan under which holders of certain exercisable stock options may obtain interest-bearing loans from the Company to facilitate their exercise of stock options. Such loans are evidenced by promissory notes and are collateralized by the shares of stock. As of September 30, 2000, approximately $2.8 million in stock option loans are outstanding. 5. Earnings Per Common Share Basic earnings per common share are based upon the weighted average shares outstanding. Outstanding stock options are treated as common stock equivalents for purposes of computing diluted earnings per share. Basic and diluted earnings per share are calculated using the following share data (unaudited):
Three Months Nine Months Ended Ended ----------------------- --------------------- September September September September 30, 2000 25, 1999 30, 2000 25,1999 -------- -------- -------- ------- Weighted average shares outstanding for basic calculation..................... 7,130 7,141 7,178 7,125 Add: Effect of stock options.................. 304 621 371 679 ----- ----- ----- ----- Weighted average shares outstanding, adjusted for diluted calculation...... 7,434 7,762 7,549 7,804 ===== ===== ===== =====
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations Net sales increased $6.1 million, or 9.4%, for the three month period ended September 30, 2000 from the comparable 1999 period. For the nine month period, net sales increased $22.2 million, or 11.5%, from the comparable 1999 period. The increase was due primarily to higher unit volume in the Company's Young America(TM) youth bedroom and home office product lines. The Company has recently experienced a softening in overall demand and expects slower sales growth in the fourth quarter and into next year. During 1999, the Company completed expansion projects to increase production in response to the growing demand for its bedroom and Young America(TM) youth bedroom product lines. During the first quarter of 2000, the Company commenced operations at its new manufacturing facility in response to the growing demand for home office furniture. The Company has experienced consistent improvement in operating performance at this new facility and expects continued improvement going forward. However, as product is moved to the new facility, some temporary operating inefficiencies are anticipated in the fourth quarter, due to a change in product mix at several other factories. Gross profit margin for both the three and nine month periods of 2000 decreased to 24.5% from 26.2% and 25.8%, respectively, for the comparable 1999 periods. The decrease resulted primarily from start-up expenses associated with the new facility dedicated to the production of home office furniture, higher raw material cost and increased labor cost. The Company continues to experience higher raw material cost, principally lumber, and expects this trend to continue into 2001. Selling, general and administrative expenses for both the three and nine month periods of 2000 as a percentage of net sales decreased to 11.8% from 12.9% and 13.0%, respectively, for the comparable 1999 periods. The lower percentages in 2000 were due principally to higher net sales. The increased expenditures in 2000 were primarily selling expenses directly attributable to the sales increase. As a result of the above, operating income as a percentage of net sales was 12.7% for both the three and nine month periods of 2000 compared to 13.3% and 12.8%, respectively, for the comparable prior year periods. Interest expense for the 2000 three and nine month periods increased due primarily to higher average debt levels, resulting from increased inventories and accounts receivable, and repurchases of the Company's common stock. The Company's effective income tax rate was 37.5% for the 2000 nine month period and 36.9% for total year 1999. The lower 1999 percentage was due to state income tax credits related to expansion projects. Financial Condition, Liquidity and Capital Resources Cash generated from operations decreased to $6.5 million in the 2000 period compared to $20.0 million in the 1999 period. This decrease was attributable to increased inventory levels and higher tax payments. The cash generated in the 1999 period was used to fund capital requirements, reduce borrowings and repurchase the Company's common stock. Net cash used by investing activities was $7.7 million in the 2000 period compared to $15.6 million in the 1999 period. Net cash used for capital expenditures in the 2000 period was $7.7 million, reflecting $2.7 million of prior year capital expenditures included in accounts payable at December 31, 1999 and $5.0 million of capital expenditures in the 2000 period. In the current year, capital expenditures were primarily for plant and equipment and other assets in the normal course of business. In 1999, capital expenditures were made for capacity expansion projects in addition to expenditures for plant and equipment and other assets in the normal course of business. Capital expenditures in 2000, excluding carryover from 1999, are anticipated to be approximately $6.5-$7.5 million. Net cash used by financing activities was $77,000 in the 2000 period compared to $7.8 million in the 1999 period. In the 2000 period, cash from operations and borrowings under the revolving credit facility provided cash for the purchase and retirement of the Company's common stock, senior debt payments and capital expenditures. During the nine months ended September 30, 2000, the Company purchased 549,400 shares of its stock on the open market at an average price of $23.34. In August 2000, the Company's Board of Directors increased the authorization to repurchase shares of its common stock by $10 million to $30 million. Since October 1998, the Company has utilized $23.1 million, of the $30.0 million authorization, to purchase a total of 1,091,150 shares of its common stock at an average price of $21.156 per share. At September 30, 2000, long-term debt including current maturities was $50.2 million. Debt service requirements are $6.7 million in 2001, $23.8 million in 2002, $6.9 million in 2003, and $7.0 million in 2004. In March 2000, the revolving credit facility was amended to increase available borrowings from $25.0 million to $35.0 million. As of September 30, 2000, approximately $16.4 million of additional borrowings were available under the Company's revolving credit facility, after adjusting for outstanding letter of credits of $1.6 million. The Company believes that its financial resources are adequate to support its capital needs and debt service requirements. 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," "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 the cyclical nature of the furniture industry, fluctuations in the price for lumber which is the most significant raw material used by the Company, competition in the furniture industry, capital costs, and general economic conditions. PART II. OTHER INFORMATION Item 3. Legal Proceedings On July 9, 1999, the United States Environmental Protection Agency ("EPA") served the Company with an administrative complaint citing the alleged failure of a July 1998 compliance test of one boiler at the Stanleytown, Virginia facility and seeking a civil fine in the amount of $175,000. In September 2000, the Company reached a settlement with the EPA in which the Company agreed to pay a $57,000 penalty and complete a special $237,000 five-year project to install filtration systems for certain spray booths on its furniture finishing line. The costs related to the settlement are not expected to have a material adverse effect on the Company's financial condition or results of operations. Item 4. Submission of Matters to a Vote of Security Holders --------------------------------------------------- (a) A special meeting of the Company's stockholders was held on August 24, 2000. (c)(i) The stockholders of the Company approved the Stanley Furniture Company, Inc. 2000 Incentive Compensation Plan by the following vote: FOR 4,269,332 --------- AGAINST 922,148 --------- ABSTAIN 14.918 --------- Item 6. Exhibits and Reports on Form 8-K (a) Exhibits Exhibit 10.1 2000 Incentive Compensation Plan (incorporate by reference to Registration Statement on Form S-8 No. 333-45402). Exhibit 10.2 Amendment No. 2 to The Stanley Furniture Company, Inc. 1992 Stock Option Plan dated as of July 1, 2000.* Exhibit 10.3 Amendment No. 1 to The Stanley Furniture Company, Inc. 1994 Stock Option Plan dated as of July 1, 2000.* Exhibit 27 Financial Data Schedule. * (b) Reports on Form 8-K A report on Form 8-K was filed on August 25, 2000 to announce the Company's Board of Directors' authorization to use an additional $10 million to repurchase the Company's common stock. - --------------------------- * 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: October 17, 2000 By: /s/Douglas I. Payne ------------------------------------------ Douglas I. Payne Sr. V.P. - Finance and Administration, Secretary and Treasurer (Principal Financial and Accounting Officer) EX-10 2 0002.txt EXHIBIT 10.2 AMENDMENT NUMBER TWO TO THE STANLEY FURNITURE COMPANY, INC. 1992 STOCK OPTION PLAN The Stanley Furniture Company, Inc. 1992 Stock Option Plan (the "Plan"), effective as of October 1, 1992, is hereby amended effective July 1, 2000 as follows: I. Section 2(b) of the Plan is amended in its entirety to read as follows: "Applicable Withholding Taxes" means the aggregate minimum statutory amount of federal, state and local income and payroll taxes that the Company is required to withhold in connection with any exercise of an Option. II. Section 2(l) of the Plan is amended in its entirety to read as follows: (l) "Incentive Award" means the award of an Option under the Plan. III. Section 2 of the Plan is amended by deleting and reserving Section 2(t) which previously related to Tax Offset Rights. IV. Section 3 of the Plan is amended in its entirety to read as follows: The following types of Incentive Awards may be granted under the Plan: Incentive Stock Options or Nonstatutory Stock Options. V. Section 4 of the Plan is amended by deleting the fourth sentence of the section which previously read as follows: "The Committee is expressly authorized to make an Incentive Award to a Participant conditioned upon the surrender for cancellation of an option granted under an existing Incentive Award." VI. Section 8(a) of the Plan is amended in its entirety to read as follows: (a) Options may be exercised by the Participant giving written notice of the exercise to the Company, stating the number of shares the Participant has elected to purchase under the Option. Such notice shall be effective only if accompanied by the exercise price in full in cash; provided that, if the terms of an Option so permit, the Participant may (i) deliver Mature Shares (as defined herein) of Company Stock (valued at their Fair Market Value on the date of exercise) in satisfaction of all or any part of the exercise price, (ii) deliver a properly executed exercise notice together with irrevocable instructions to a broker to deliver promptly to the Company, from the sale or loan proceeds with respect to the sale of Company Stock or a loan secured by Company Stock, the amount necessary to pay the exercise price and, if required by the Committee, Applicable Withholding Taxes, or (iii) deliver an interest bearing promissory note, payable to the Company, in payment of all or part of the exercise price together with such collateral as may be required by the Committee at the time of exercise. The interest rate under any such promissory note shall be established by the Committee and shall be at least equal to the minimum interest rate required at the time to avoid imputed interest under the Code. Mature Shares are shares of Company Stock for which the holder thereof has good title, free and clear of all liens and encumbrances and which such holder either (i) has held for at least six months or (ii) has purchased on the open market. VII. Section 10 of the Plan, captioned "Tax Offset Rights," is deleted and reserved. VIII. The following sentence is inserted at the end of Section 12 of the Plan: Notwithstanding anything in the Plan to the contrary, the Board and the Committee are expressly prohibited from reducing the exercise price of an Option after the Date of Grant (except as provided in Section 13) and from making a new Incentive Award in the form of an Option if the exercise price of the new Option is less than the exercise price of the Option under an existing Incentive Award surrendered for cancellation. IX. Section 14 of the Plan is amended by deleting and reserving clause (a)(iii) which previously read as follows: "(iii) when, whether and to what extent Tax Offset Rights shall be granted and the terms thereof" X. In all respects not amended, the Plan is hereby ratified and confirmed. * * * * * * * STANLEY FURNITURE COMPANY, INC BY: _______________________________ TITLE: ____________________________ DATED: August 24, 2000 EX-10 3 0003.txt EXHIBIT 10.3 AMENDMENT NUMBER ONE TO THE STANLEY FURNITURE COMPANY, INC. 1994 STOCK OPTION PLAN The Stanley Furniture Company, Inc. 1994 Stock Option Plan (the "Plan"), effective as of December 2, 1994, is hereby amended effective July 1, 2000 as follows: I. Section 2(b) of the Plan is amended in its entirety to read as follows: "Applicable Withholding Taxes" means the aggregate minimum statutory amount of federal, state and local income and payroll taxes that the Company is required to withhold in connection with any exercise of a Nonstatutory Stock Option. II. Section 2(n) of the Plan is amended in its entirety to read as follows: (n) "Incentive Award" means the award of an Option under the Plan. III. Section 2 of the Plan is amended by deleting and reserving Section 2(u) which previously related to Tax Offset Rights. IV. Section 3 of the Plan is amended in its entirety to read as follows: The following types of Incentive Awards may be granted under the Plan: Incentive Stock Options or Nonstatutory Stock Options. V. Section 4 of the Plan is amended by deleting the fourth sentence of the section which previously read as follows: "The Committee is expressly authorized to make an Incentive Award to a Participant conditioned upon the surrender for cancellation of an option granted under an existing Incentive Award under this Plan or the 1992 Plan." VI. Section 8(a) of the Plan is amended in its entirety to read as follows: (a) Options may be exercised by the Participant giving written notice of the exercise to the Company, stating the number of shares the Participant has elected to purchase under the Option. Such notice shall be effective only if accompanied by the exercise price in full in cash; provided that, if the terms of an Option so permit, the Participant may (i) deliver Mature Shares (as defined herein) of Company Stock (valued at their Fair Market Value on the date of exercise) in satisfaction of all or any part of the exercise price, (ii) deliver a properly executed exercise notice together with irrevocable instructions to a broker to deliver promptly to the Company, from the sale or loan proceeds with respect to the sale of Company Stock or a loan secured by Company Stock, the amount necessary to pay the exercise price and, if required by the Committee, Applicable Withholding Taxes, or (iii) deliver an interest bearing promissory note, payable to the Company, in payment of all or part of the exercise price together with such collateral as may be required by the Committee at the time of exercise. The interest rate under any such promissory note shall be established by the Committee and shall be at least equal to the minimum interest rate required at the time to avoid imputed interest under the Code. Mature Shares are shares of Company Stock for which the holder thereof has good title, free and clear of all liens and encumbrances and which such holder either (i) has held for at least six months or (ii) has purchased on the open market. VII. Section 10 of the Plan, captioned "Tax Offset Rights," is deleted and reserved. VIII. The following sentence is inserted at the end of Section 12 of the Plan: Notwithstanding anything in the Plan to the contrary, the Board and the Committee are expressly prohibited from reducing the exercise price of an Option after the Date of Grant (except as provided in Section 13) and from making a new Incentive Award in the form of an Option if the exercise price of the new Option is less than the exercise price of the Option under an existing Incentive Award surrendered for cancellation. IX. Section 14 of the Plan is amended by deleting and reserving clause (a)(iii) which previously read as follows: "(iii) when, whether and to what extent Tax Offset Rights shall be granted and the terms thereof" X. In all respects not amended, the Plan is hereby ratified and confirmed. * * * * * * * STANLEY FURNITURE COMPANY, INC BY: _______________________________ TITLE: ____________________________ DATED: August 24, 2000 EX-27 4 0004.txt FDS --
5 1,000 9-mos Dec-31-2000 Sep-30-2000 2,265 0 38,213 2,404 53,006 97,585 119,783 48,426 183,775 43,390 0 0 0 138 81,837 183,775 214,531 214,531 161,881 187,298 (55) 315 2,925 24,363 9,137 15,226 0 0 0 15,226 2.12 2.02
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