-----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, H69DqlCTLCW1Ngg7gyoIRUU7TPIr4NY3cIqaipE1f+A2OA5IOJ3Ko06D/D2dTKKY Vt9yKJlimlFHgRgKaX86EQ== 0000797465-06-000044.txt : 20060718 0000797465-06-000044.hdr.sgml : 20060718 20060717184024 ACCESSION NUMBER: 0000797465-06-000044 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20060714 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060718 DATE AS OF CHANGE: 20060717 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STANLEY FURNITURE CO INC. CENTRAL INDEX KEY: 0000797465 STANDARD INDUSTRIAL CLASSIFICATION: WOOD HOUSEHOLD FURNITURE, (NO UPHOLSTERED) [2511] IRS NUMBER: 541272589 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-14938 FILM NUMBER: 06965957 BUSINESS ADDRESS: STREET 1: 1641 FAIRYSTONE PK HWY STREET 2: P. O. BOX 30 CITY: STANLEYTOWN STATE: VA ZIP: 24168 BUSINESS PHONE: 5406272000 MAIL ADDRESS: STREET 1: 1641 FAIRYSTONE PARK HGWY STREET 2: P. O. BOX 30 CITY: STANLEYTOWN STATE: VA ZIP: 24168 FORMER COMPANY: FORMER CONFORMED NAME: STANLEY FURNITURE CO INC/ DATE OF NAME CHANGE: 19930908 FORMER COMPANY: FORMER CONFORMED NAME: STANLEY FURNITURE CO INC DATE OF NAME CHANGE: 19930908 FORMER COMPANY: FORMER CONFORMED NAME: STANLEY INTERIORS CORP DATE OF NAME CHANGE: 19920703 8-K 1 q2earningsrelease2006.htm Q2-2006 EARNINGS PRESS RELEASE Q2-2006 Earnings Press Release


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K


CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) July 14, 2006


STANLEY FURNITURE COMPANY, INC.
(Exact name of registrant as specified in its charter)


Delaware
 
0-14938
 
54-1272589
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)
 

 
 1641 Fairystone Park Highway, Stanleytown, Virginia               24168
              (Address of principal executive offices)                 (Zip Code)
  


Registrant’s telephone number, including area code: (276) 627-2000
 
 N/A
 (Former name or former address, if changed since last report.)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 

 
ITEM 1.01 Entry into a Material Definitive Agreement.

On July 14, 2006, Stanley Furniture Company Inc., a Delaware corporation ( the “Company”), and Wachovia Bank, National Association, a national banking association and successor to SouthTrust Bank, an Alabama banking corporation (the “Lender”), entered into the Third Amendment to Credit Agreement, dated as of July 14, 2006 (the “Bank Amendment”), which amends the Credit Agreement, dated as of August 29, 2003 (as amended by the First Amendment to Credit Agreement, dated as of April 23, 2004 and the Second Amendment to Credit Agreement, dated as of June 15, 2005), by and between the Company and the Lender. The Bank Amendment extends the date of maturity until August 29, 2008 and eliminates the covenant restricting the Company’s ability to pay dividends with respect to its common stock and to repurchase its common stock, as described in the Bank Amendment, a copy of which is filed as Exhibit 10.01 to this Form 8-K.

On July 14, 2006, the Company and The Prudential Insurance Company of America, Hartford Life Insurance Company, and Medica Health Plans (the “Noteholders”) entered into an amendment (the “Amendment”) to the Note Purchase and Private Shelf Agreement, dated as of June 29, 1995 and the Private Shelf Facility, dated as of September 8, 1999, by and between the Company and Noteholders. The Amendment eliminates the covenant restricting the Company’s ability to pay dividends with respect to its common stock and to repurchase its common stock, adds an additional debt covenant and revises certain other covenants, as described in the Amendment, a copy of which is filed as Exhibit 4.01 to this Form 8-K.

ITEM 2.02. Results of Operations and Financial Condition

On July 17, 2006, the Registrant issued a press release announcing second quarter 2006 operating results. The press release is furnished as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.

ITEM 9.01 Financial Statements and Exhibits.

(d)  Exhibits.

4.01  
Amendment, dated July 14, 2006, to Note Purchase and Private Shelf Agreement, dated June 29, 1995 and Private Shelf Facility, dated September 8, 1999, between the Registrant and The Prudential Insurance Company of America.

10.01  
Third Amendment, dated July 14, 2006, to the revolving credit facility dated August 29, 2003, between the Registrant and SouthTrust Bank.
 
                          99.1    Press release by Stanley Furniture Company, Inc. on July 17, 2006
 
 


SIGNATURE

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 hereunto duly authorized.

 
STANLEY FURNITURE COMPANY, INC.
   
July 17, 2006
By: /s/Jeffrey R. Scheffer
Date
Jeffrey R. Scheffer
 
Chairman, President and Chief Executive Officer

 
 
EX-4.01 2 picaamendment71406.htm PRUDENTIAL AMENDMENT 7-14--06 Prudential Amendment 7-14--06
                                                                        EXHIBIT 4.01
 
 

 
AMENDMENT TO NOTE PURCHASE
AND PRIVATE SHELF AGREEMENTS


THIS AMENDMENT TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENTS (this “Amendment”), is made and entered into as of July 14, 2006, by and among Stanley Furniture Company, Inc. (the “Company”), The Prudential Insurance Company of America (together with its successors and assigns, “PICA”), Hartford Life Insurance Company (“Hartford”), and Medica Health Plans (“Medica” and, together with PICA, Hartford and Medica, the “Noteholders”).

W I T N E S S E T H:

WHEREAS, (i) the Company and PICA are parties to that certain Note Purchase and Private Shelf Agreement, dated as of June 29, 1995 (as amended, restated, supplemented or otherwise modified from time to time, the “1995 Note Agreement”) and (ii) the Company, PICA, Hartford and Medica are parties to that certain Private Shelf Facility, dated as of September 8, 1999 (as amended, restated, supplemented or otherwise modified from time to time the “1999 Note Agreement” and, together with the 1995 Note Agreement, the “Note Agreements”); capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Note Agreements; and
 
WHEREAS, the Company has requested that the Noteholders amend certain provisions of the Note Agreements, and subject to the terms and conditions hereof, the Noteholders are willing to do so;
 
NOW, THEREFORE, for good and valuable consideration, the sufficiency and receipt of all of which are acknowledged, (i) the Company, and PICA agree that the 1995 Note Agreement is amended as follows and (ii) the Company, PICA, Hartford and Medica agree that the 1999 Note Agreement is amended as follows:

1.  Amendments.
 
(a) Section 6A of such Note Agreement (Fixed Charge Coverage and Debt Limits) is hereby amended by replacing the “.” at the end of such Section with “; or” and adding the following as a new subsection (iv):
 
(iv) the ratio of Consolidated Debt to Consolidated EBITDA to exceed 2.75:1.00.
 
(b) Section 6B of such Note Agreement (Dividend Limitation) is hereby amended by removing such covenant in its entirety and replacing such Section in its entirety with “Intentionally Omitted”.
 
(c) Section 6C(7) of such Note Agreement (Investments) is hereby amended by replacing clause (vi) of such Section in its entirety with the following:
 
(vi) any other Investment of the Company or any of its Subsidiaries so long as the amount of all such Investments, other than investments specified in clauses (i) through (v) above shall not exceed an amount equal to 10% of Consolidated Assets.
 
(d) Section 10B of such Note Agreement (Definitions: Other Terms) is hereby amended by adding the following definition of “Consolidated EBITDA” in proper alphabetical order:
 
“Consolidated EBITDA” shall mean, for the Company and its Subsidiaries on a Consolidated basis for the four fiscal quarters most recently ended, Consolidated Net Earnings, or Consolidated Net Loss, as the case may be, for such period, plus to the extent deducted in calculating such Consolidated Net Earnings or Consolidated Net Loss, taxes, depreciation, amortization and Consolidated Interest Charges.
 
2.  Conditions to Effectiveness of this Amendment. Notwithstanding any other provision of this Amendment, it is understood and agreed that this Amendment shall not become effective until (i) PICA shall have received executed counterparts to this Amendment from the Company and each Noteholder, (ii) the Noteholders have received reimbursement of, or evidence of the direct payment of, the reasonable fees, charges and disbursements of King & Spalding LLP, counsel to the Noteholders incurred in connection with this Amendment, and (iii) PICA shall have received copies of an amendment to the Company’s credit facility, amending such credit facility in a manner similar to the amendments to Section 6B of the Note Agreements contained herein.

3.  Representations and Warranties. To induce the Noteholders to enter into this Amendment, the Company hereby represents and warrants to the Noteholders that:

(a) The execution, delivery and performance by the Company of this Amendment (i) are within the Company’s power and authority; (ii) have been duly authorized by all necessary corporate and shareholder action; (iii) are not in contravention of any provision of the Company’s certificate of incorporation or bylaws or other organizational documents; (iv) do not violate any law or regulation, or any order or decree of any governmental authority; (v) do not conflict with or result in the breach or termination of, constitute a default under or accelerate any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any such Subsidiary or any of their respective property is bound; (vi) do not result in the creation or imposition of any Lien upon any of the property of the Company or any of its Subsidiaries; and (vii) do not require the consent or approval of any governmental authority or any other person;

(b) This Amendment has been duly executed and delivered for the benefit of or on behalf of the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms; and

(c) After giving effect to this Amendment, no Default or Event of Default has occurred and is continuing as of the date hereof.

4.  Effect of Amendment. Except as set forth expressly herein, all terms of the Note Agreements, as amended hereby, shall be and remain in full force and effect and shall constitute the legal, valid, binding and enforceable obligations of the Company to the Noteholders. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Noteholders under either Note Agreement, nor constitute a waiver of any provision of either Note Agreement.

5.  Governing Law. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York and all applicable federal laws of the United States of America.

6.  No Novation. This Amendment is not intended by the parties to be, and shall not be construed to be, a novation of either Note Agreement or an accord and satisfaction in regard thereto.

7.  Costs and Expenses. The Company agrees to pay on demand all costs and expenses of the Noteholders in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Noteholders with respect thereto.

8.  Counterparts. This Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, each of which shall be deemed an original and all of which, taken together, shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of this Amendment by facsimile transmission or by electronic mail in pdf form shall be as effective as delivery of a manually executed counterpart hereof.

9.  Binding Nature. This Amendment shall be binding upon and inure to the benefit of the parties hereto, their respective successors, successors-in-titles, and assigns.

10.  Entire Understanding. This Amendment sets forth the entire understanding of the parties with respect to the matters set forth herein, and shall supersede any prior negotia-tions or agreements, whether written or oral, with respect thereto.

[Signature Pages To Follow]

 
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.

COMPANY:

STANLEY FURNITURE COMPANY, INC.

 
By:     /s/ Douglas I. Payne
Name:   Douglas I. Payne
Title:        Exective Vice-President - Finance & Adminstration


 



                            NOTEHOLDERS:

THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA


By: /s/ Jay S. White
  Vice President





HARTFORD LIFE INSURANCE COMPANY

By: Prudential Private Placement Investors,
L.P. (as Investment Advisor)

By: Prudential Private Placement Investors, Inc.
(as its General Partner)
 
 
By: /s/ Jay S.White    
     Vice President
 




MEDICA HEALTH PLANS

By: Prudential Private Placement Investors,
L.P. (as Investment Advisor)

By: Prudential Private Placement Investors, Inc.
(as its General Partner)
 
 
By: /s/ Jay S. White   
     Vice President

 
EX-10.01 3 wachoviaamendment71406.htm WACHOVIA AMENDMENT 7-14-06 Wachovia Amendment 7-14-06
                                                                        EXHIBIT 10.01
 
 
This THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of July 14, 2006, is effective as set forth below, and is by and between STANLEY FURNITURE COMPANY, INC., a Delaware corporation (the “Borrower”); and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association and successor to SouthTrust Bank, an Alabama banking corporation (the “Lender”).


RECITALS

The Lender has made a certain credit facility (the “Loan”) available to the Borrower pursuant to the terms and conditions contained in that certain Credit Agreement dated as of August 29, 2003 between the Borrower and the Lender (as amended by that certain First Amendment to Credit Agreement dated as of April 23, 2004, and that certain Second Amendment to Credit Agreement effective as of August 29, 2005, the “Credit Agreement”).

In accordance with Section 2.12 of the Credit Agreement, the Borrower has submitted to the Bank, and the Bank has received, a timely request that the Lender extend the Date of Maturity (as defined in the Credit Agreement) to August 29, 2008.

The Lender has agreed to extend the Date of Maturity in accordance with said request and the terms of this Amendment.

The Borrower has also requested that the Lender amend certain provisions of the Credit Agreement and, subject to the terms and conditions set forth in this Amendment, the Lender has agreed to do so.

NOW, THEREFORE, the Borrower and the Lender hereby agree as follows:

1.  Pursuant to the terms of Section 2.12 of the Credit Agreement, the Lender has agreed to extend the Date of Maturity of the Loan by 12 months, effective August 28, 2006. Effective August 28, 2006, the maturity date of the Loan and the definition of “Date of Maturity” in the Credit Agreement are hereby changed to August 29, 2008.

2. Effective on the date hereof, the covenant set forth in Section 5.6 of the Credit Agreement is hereby deleted in its entirety. The text of Section 5.6 is hereby replaced with “[Intentionally Deleted]”.

3. This Amendment shall be deemed to be a contract made under, and for all purposes shall be construed in accordance with, the laws of the Commonwealth of Virginia.

4. The Borrower hereby acknowledges and agrees that, as of the date hereof, the unpaid principal balance of the Loan is $ -0- and that there are no set-offs or defenses against the Credit Agreement or the Note (as defined in the Credit Agreement). The parties to this Amendment do not intend that this Amendment be construed as a novation of the Note or the Credit Agreement. Except as hereby expressly extended and modified, the Note and Credit Agreement shall otherwise be unchanged, shall remain in full force and effect, and are hereby expressly approved, ratified and confirmed.

IN WITNESS WHEREOF, the parties hereto have executed or caused this instrument to be executed under seal as of the day and year first above written.

STANLEY FURNITURE COMPANY, INC.  [SEAL]

 
 By:  /s/ Douglas I. Payne
 Name:  Douglas I. Payne
 Title:  Executive Vice President - Finance & Administration
 
       
WACHOVIA BANK , NATIONAL ASSOCIATION [SEAL]

 
By:  /s/ Jonathan R. Richardson
Name: Jonathan R. Richardson
Title: Vice President

     

EX-99.1 4 earningsrelease2qtr2006.htm Q2-06 EARNINGS PRESS RELEASE Q2-06 Earnings Press Release
                                                                        EXHIBIT 99.1
 
FOR IMMEDIATE RELEASE:
CONTACT:
    DOUGLAS I. PAYNE
July 17, 2006
 
    Executive Vice President -
 
 
    Finance and Administration
 
 
    (276) 627-2157
 
 
    e-mail:dpayne@stanleyfurniture.com
 
 
 
 
 
    ANITA W. WIMMER
 
 
    Vice President - Controller and
 
 
    Treasurer
 
         
    (276) 627-2446
 
 
    e-mail:awimmer@stanleyfurniture.com
 
 

STANLEY FURNITURE ANNOUNCES
SECOND QUARTER 2006 OPERATING RESULTS

STANLEYTOWN, VA, July 17, 2006/PRNewswire/ -- Stanley Furniture Company, Inc. (Nasdaq-NGS:STLY) today reported sales and earnings for the second quarter of 2006. Both sales and earnings slightly exceeded management’s updated guidance range provided in mid June 2006.

Second quarter sales and earnings were below the record levels from the year-ago quarter. Net sales of $77.5 million declined 7.4% and earnings per share of $.32 decreased 27.3% from the second quarter of last year.

For the first half of 2006, net sales of $161.0 million decreased 3.4% from the comparable prior year period. Earnings per share declined 13.8% to $.75 compared to $.87 in the first half of 2005.

Second quarter operating income was $6.3 million, or 8.1% of net sales, compared to $9.4 million, or 11.2% of net sales, in the year ago quarter. Year-to-date operating income declined to $14.9 million, or 9.3% of net sales, from $18.8 million, or 11.3% of net sales in the first half of 2005. Lower margins resulted from lower sales, decreased production levels, and higher raw material, compensation and energy costs. As a result of improving processes and reducing lead times, production levels decreased more sharply than the sales decline particularly in the second quarter and led to lower margins due to the under absorption of factory overhead costs.

Working capital, excluding cash and current maturities of long-term debt, decreased $4.6 million during the first half of 2006 to $76.9 million from $81.5 million at December 31, 2005. Total inventories of $61.5 million have decreased $8.5 million and $10.8 million since December 31, 2005 and the year-ago quarter, respectively. Strong cash flow in the first six months of 2006 along with $1.9 million of cash on hand was used to purchase $16.2 million of the Company’s common stock, pay cash dividends of $1.9 million, and reduce debt $1.4 million.

As announced earlier today, the Company’s Board of Directors has authorized $50 million to be used to repurchase shares of the Company’s common stock. At July 1, 2006 total debt outstanding was $10.0 million and cash on hand amounted to $10.6 million.

The Company also announced today its decision to terminate its defined benefit pension plan. No benefits have accrued under this plan since it was frozen in December 1995, at which time Company contributions to a 401k savings plan became the primary retirement benefit. The Company anticipates making additional cash contributions to the pension plan in the range of $1 million to $3 million between now and the final termination. The Company expects to record a charge to earnings in the range of $6 million to $8 million pre-tax, or $3.9 million to $5.2 million net of taxes ($.33 to $.43 per share), upon final termination. The termination will be a standard termination for purposes of the Pension Benefit Guaranty Corporation. It is expected to take 12 to 18 months to obtain the necessary government approvals and complete the plan termination. Pension expense related to this plan for 2005 was approximately $1.2 million and is expected to be about the same for 2006.

Business Outlook

“We are disappointed with the decline in sales; however, we believe this is a result of overall current industry conditions,” commented Jeffrey R. Scheffer, chairman, president and chief executive officer. “Quite frankly, we expect this weaker sales environment to persist for a while and as a result we have lowered our sales and earnings guidance for the balance of the year. We are very pleased with strong cash flow for the first half of 2006 and the progress we have made in our continuous improvement efforts using lean manufacturing principles. These efforts have already resulted in a significant decrease in inventories while improving customer service levels and we believe we are laying the ground work to further improve processes and efficiencies.”

Management offers the following guidance for total year 2006. This guidance excludes any potential receipt of funds by us under the Continued Dumping and Subsidy Offset Act involving tariffs collected by the U.S. government on wooden bedroom furniture imported from China.

·  
Net sales are expected to be in the range of $323.5 million to $331 million, a decrease of 1% to 3% compared to the prior year.

·  
Operating income is expected to be in the range of $29.8 million to $31.5 million.

·  
The Company’s effective tax rate is expected to be 34.8% in 2006.

·  
Earnings per share are expected to be in the range of $1.52 to $1.61 compared to $1.77 for 2005.

Management offers the following guidance for the quarter ending September 30, 2006.

·  
Net sales are expected to be in the range of $81.0 million to $83.5 million, a decrease of 2.5% to 5.4% from the third quarter of 2005.

·  
Operating income is expected to be in the range of $7.4 million to $8.0 million.

·  
Earnings per share are expected to be in the range of $.38 to $.41 compared to record earnings of $.44 per share in the year-ago quarter.


Other Information

All earnings per share amounts are on a diluted basis.

Established in 1924, Stanley Furniture Company, Inc. is a leading manufacturer of wood furniture targeted at the upper-medium price range of the residential market. Manufacturing facilities are located in Stanleytown and Martinsville, Va. and Robbinsville and Lexington, N.C. Its common stock is traded on the Nasdaq stock market under the symbol STLY.

Conference Call Details

The Company will host a conference call Tuesday morning, July 18, at 9:00 Eastern Time. The dial-in-number is (877) 407-8029. The call will also be web cast and archived on the Company’s web site at www.stanleyfurniture.com. The dial-in-number for the replay (available through July 25, 2006) is (877) 660-6853, the account reference number is 275 and the conference number is 206464.


Forward-Looking Statements

Certain statements made in this report are not based on historical facts, but are forward-looking statements. These statements can be identified by the use of forward-looking terminology such as “believes,” “estimates,” “expects,” “may,” “will,” “should,” or “anticipates,” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy. These statements reflect our reasonable judgment with respect to future events and are subject to risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Such risks and uncertainties include competition in the furniture industry including competition from lower-cost foreign manufacturers, disruptions in offshore sourcing including those arising from supply or distribution disruptions or those arising from changes in political, economic and social conditions, as well as laws and regulations, in China or countries from which we source products, international trade policies of the United States and countries from which we source products, manufacturing realignment, the inability to raise prices in response to inflation and increasing costs, the cyclical nature of the furniture industry, the inability to obtain sufficient quantities of quality raw materials in a timely manner, failure to anticipate or respond to changes to consumer tastes and fashions in a timely manner, business failures or loss of large customers, environmental compliance costs, extended business interruption at manufacturing facilities, and the impact of interest rate changes on the cost of terminating our defined benefit pension plan.

Any forward-looking statement speaks only as of the date of this press release, and we undertake no obligation to update or revise any forward-looking statements, whether as a result of new developments or otherwise.



 
STANLEY FURNITURE COMPANY, INC.
 
Consolidated Operating Results
 
(in thousands, except per share data)
 
(unaudited)
 
                
   
Three Months Ended
 
Six Months Ended
 
   
July 1,
 
July 2,
 
July 1,
 
July 2,
 
   
2006
 
2005
 
2006
 
2005
 
                           
Net sales
 
$
77,476
 
$
83,635
 
$
161,000
 
$
166,585
 
                           
Cost of sales
   
59,858
   
63,003
   
123,624
   
125,488
 
                           
Gross profit
   
17,618
   
20,632
   
37,376
   
41,097
 
                           
Selling, general and administrative expenses
   
11,323
   
11,239
   
22,451
   
22,290
 
                           
Operating income
   
6,295
   
9,393
   
14,925
   
18,807
 
                           
Other income, net
   
68
   
54
   
161
   
119
 
Interest income
   
146
   
102
   
256
   
154
 
Interest expense
   
509
   
545
   
1,033
   
1,115
 
Income before income taxes
   
6,000
   
9,004
   
14,309
   
17,965
 
                           
Income taxes
   
2,063
   
3,177
   
4,980
   
6,378
 
Net income
 
$
3,937
 
$
5,827
 
$
9,329
 
$
11,587
 
                           
Diluted earnings per share
 
$
0.32
 
$
0.44
 
$
0.75
 
$
0.87
 
                           
Weighted average number of shares
   
12,264
   
13,255
   
12,397
   
13,316
 






STANLEY FURNITURE COMPANY, INC.
 
Consolidated Condensed Balance Sheets
 
(in thousands)
 
(unaudited)
 
               
   
July 1,
 
July 2,
 
Dec 31,
 
   
2006
 
2005
 
2005
 
               
Assets
                   
Current assets:
                   
Cash
 
$
10,627
 
$
13,586
 
$
12,556
 
Accounts receivable, net
   
37,958
   
39,132
   
36,957
 
Inventories
   
61,456
   
72,283
   
69,961
 
Prepaid expenses and other current assets
   
1,631
   
1,745
   
1,435
 
Deferred income taxes
   
2,503
   
2,404
   
2,462
 
                     
Total current assets
   
114,175
   
129,150
   
123,371
 
                     
Property, plant and equipment, net
   
48,617
   
51,290
   
50,744
 
Goodwill
   
9,072
   
9,072
   
9,072
 
Other assets
   
6,753
   
6,560
   
7,301
 
                     
Total assets
 
$
178,617
 
$
196,072
 
$
190,488
 
                     
Liabilities and Stockholders' Equity
                   
Current liabilities:
                   
Current maturities of long-term debt
 
$
2,857
 
$
2,857
 
$
2,857
 
Accounts payable
   
16,851
   
19,549
   
16,405
 
Accrued expenses
   
9,816
   
12,936
   
12,909
 
                     
Total current liabilities
   
29,524
   
35,342
   
32,171
 
                     
Long-term debt
   
7,143
   
10,000
   
8,571
 
Deferred income taxes
   
9,737
   
10,218
   
10,164
 
Other long-term liabilities
   
6,743
   
6,619
   
6,833
 
                     
Stockholders' equity
   
125,470
   
133,893
   
132,749
 
                     
Total liabilities and stockholders' equity
 
$
178,617
 
$
196,072
 
$
190,488
 





 
STANLEY FURNITURE COMPANY, INC.
 
Consolidated Condensed Statements of Cash Flows
 
(in thousands)
 
(unaudited)
 
            
   
Six Months Ended
 
   
July 1,
 
July 2,
 
   
2006
 
2005
 
Cash flows from operating activities:
             
Cash received from customers
 
$
159,732
 
$
163,434
 
Cash paid to suppliers and employees
   
(135,731
)
 
(138,696
)
Interest paid, net
   
(1,393
)
 
(1,519
)
Income taxes paid, net
   
(6,433
)
 
(6,350
)
Net cash provided by operating activities
   
16,175
   
16,869
 
               
Cash flows from investing activities:
             
Capital expenditures
   
(749
)
 
(2,721
)
Other, net
   
(17
)
 
(33
)
Net cash used by investing activities
   
(766
)
 
(2,754
)
               
Cash flows from financing activities:
             
Repayment of senior notes
   
(1,428
)
 
(2,828
)
Purchase and retirement of common stock
   
(16,175
)
 
(9,993
)
Dividends paid
   
(1,944
)
 
(1,560
)
Proceeds from insurance policy loans
   
1,241
   
1,110
 
Tax benefit from exercise of stock options
   
255
       
Proceeds from exercise of stock options
   
713
   
5,110
 
Net cash used by financing activities
   
(17,338
)
 
(8,161
)
               
Net increase (decrease) in cash
   
(1,929
)
 
5,954
 
Cash at beginning of period
   
12,556
   
7,632
 
               
Cash at end of period
 
$
10,627
 
$
13,586
 
               
Reconciliation of net income to
             
net cash provided by operating activities:
             
Net income
 
$
9,329
 
$
11,587
 
               
Adjustments to reconcile net income
             
to net cash provided by operating activities:
             
Depreciation and amortization
   
2,912
   
2,815
 
Deferred income taxes
   
(468
)
 
(514
)
Stock-based compensation
   
297
       
Tax benefit from exercise of stock options
   
(255
)
     
Loss on disposal of assets
   
6
       
Changes in working capital
   
5,060
   
3,424
 
Other assets
   
(616
)
 
(367
)
Other long-term liabilities
   
(90
)
 
(76
)
Net cash provided by operating activities
 
$
16,175
 
$
16,869
 


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